6-K 1 cream6k0112.htm Filed by Filing Services Canada  403-717-3898

FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934

For the month of December  2003


CREAM MINERALS LTD.

(Translation of registrant's name into English)


Suite 1400 - 570 Granville Street Vancouver, B.C.  V6C 3P1

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F_X__   Form 40-F        

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes .....  No ..X...

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):  82-________

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Cream Minerals Ltd

(Registrant)

By:/s/ Rodrigo Romo

(Signature)

Rodrigo A. Romo, Legal Assistant

Date: January 12, 2004



 




CREAM MINERALS LTD.

       

CONSOLIDATED BALANCE SHEETS

 

 

   

(Unaudited - prepared by management)

       
   

September 30,

 

March 31,

 

 

2003

 

2003

Assets

       
         

Current assets

       

   Cash and cash equivalents

 

 $            32,572

 

 $              8,721

   Taxes recoverable

 

               20,128

 

               11,080

   Prepaid expenses

 

                 3,312

 

                 4,500

 

 

               56,012

 

               24,301

         

Reclamation and other deposits

 

               16,503

 

               16,503

Investments

 

               68,895

 

               68,895

Mineral property interests (see schedule) (Note 2)

 

             649,762

 

             527,656

 

 

 $          791,172

 

 $          637,355

Liabilities and Shareholders' Equity

     

   

         

Current liabilities

       

   Accounts payable and accrued liabilities

 

 $            14,439

 

 $            10,158

   Accounts payable, related parties (Note 4)

 

             370,859

 

             492,272

 

 

             385,298

 

             502,430

 

 

 

 

 

Shareholders' equity

       

   Share capital (Note 3)

 

        14,225,138

 

        13,856,750

   Contributed surplus

 

               18,908

 

               12,855

   Deficit

 

      (13,838,172)

 

      (13,734,680)

 

 

             405,874

 

             134,925

 

 

 $          791,172

 

 $          637,355

         
         

Approved by the Board

       
         
         

/s/Frank A. Lang

/s/Arthur G. Troup

   

Frank A. Lang

Arthur G. Troup

   

Director

Director

   







CREAM MINERALS LTD.

           

CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT

       

(Unaudited - prepared by management)

       

 

   

 

       

 

   

 

Three Months Ended

 

Six Months Ended

 

September 30,

 

September 30,

 

2003

 

2002

 

2003

 

2002

               

Expenses (Income)

             
 


     


 


   Foreign exchange

 $                 568

 

 $                     -

 

 $                 187

 

 $          (10,127)

   Legal, accounting and audit

                 6,242

 

               13,060

 

               10,474

 

               13,652

   Management fees

                 7,500

 

                        -

 

               15,000

 

                        -

   Office and administration

                 2,623

 

                 1,534

 

                 5,296

 

                 5,029

 


     


 


   Property investigations

                    223

 

                      87

 

                 1,119

 

               11,052

   Salaries and benefits

               22,043

 

               32,307

 

               30,371

 

               46,784

   Shareholder communications

               20,099

 

               11,459

 

               27,193

 

               20,100

 


     


 


   Travel and conferences

                    437

 

                      72

 

                 4,088

 

                 3,704

   Write-down of mineral property interests

                        -

 

                 3,204

 

                 9,807

 

                 3,804



     


 




     


 


   Interest and other income

                    (24)

 

                    (40)

 

                    (43)

 

                  (323)

 

               59,711

 

               61,683

 

             103,492

 

               93,675

               

Loss for the period

             (59,711)

 

             (61,683)

 

           (103,492)

 

             (93,675)

Deficit, beginning of period

      (13,778,461)

 

      (12,510,235)

 

      (13,734,680)

 

      (12,478,243)

               

Deficit, end of period

 $   (13,838,172)

 

 $   (12,571,918)

 

 $   (13,838,172)

 

 $   (12,571,918)

               

Loss per share

 $              (0.00)

 

 $              (0.00)

 

 $              (0.00)

 

 $              (0.01)

               

Weighted average number of

             

   common shares outstanding

        22,194,972

 

        19,216,873

 

        21,686,729

 

        18,715,094



CREAM MINERALS LTD.

           

CONSOLIDATED STATEMENTS OF CASH FLOWS

     

 

 

(Unaudited - prepared by management)

       

 

 

       

 

   

 

                               Three Months Ended

 

Six Months Ended

 

September 30,

 

September 30, 2003

 

2003

 

2002

 

2003

 

2002

               

Cash provided by (used for)

             
               

Operations

             

   Loss for the period

 $          (59,711)

 

 $          (61,683)

 

 $        (103,492)

 

 $          (93,675)

   Items not involving cash

             

       Stock option compensation

                    721

 

                 1,580

 

                 1,442

 

                 5,356

       Write-down of mineral property interests

                        -

 

                 3,204

 

                 9,807

 

                 3,804



 


 


 


 

             (58,990)

 

             (56,899)

 

             (92,243)

 

             (84,515)

               

Changes in non-cash working capital

             

       Taxes recoverable

               (5,136)

 

                    675

 

               (9,048)

 

             (17,824)

       Prepaid expenses

                    970

 

                        -

 

                 1,188

 

                        -

       Accounts payable and accrued liabilities

               (9,704)

 

                  (978)

 

                 4,280

 

               59,166

       Accounts payable, related parties

             138,958

 

                        -

 

             209,976

 

                        -

 

               66,098

 

             (57,202)

 

             114,153

 

             (43,173)

               

Investments

             

Mineral property interests:

             

       Acquisition costs

               (6,697)

 

               (2,944)

 

             (16,619)

 

               (2,944)

       Exploration and development costs

             (56,411)

 

           (164,560)

 

             (96,183)

 

           (195,722)

Reclamation and other deposits

                        -

 

               18,115

 

                        -

 

               17,860

Investments

                        -

 

                        -

 

                        -

 

             (17,500)

 


 


 


 


 

             (63,108)

 

           (149,389)

 

           (112,802)

 

           (198,306)

               

Financing

             

Common shares issued for cash

               22,500

 

             201,011

 

               22,500

 

             235,043

 

 

 

 

 

 

 

 

Decrease in cash and cash equivalents during

               25,490

 

               (5,580)

 

               23,851

 

               (6,436)

   the period

             

Cash and cash equivalents, beginning of period

                 7,082

 

               20,770

 

                 8,721

 

               21,626

               

Cash and cash equivalents, end of period

 $            32,572

 

 $            15,190

 

 $            32,572

 

 $            15,190

               

Supplemental information

             

   Issuance of shares for debt settlement

 $                     -

 

 $                     -

 

 $          331,389

 

 $                     -

   Shares issued for mineral property interests

 $                     -

 

 $                     -

 

 $            14,500

 

 $                     -

   Stock compensation in mineral property interests

 $              2,305

 

 $              1,446

 

 $              4,610

 

 $              4,904





CREAM MINERALS LTD.

           

CONSOLIDATED SCHEDULES OF MINERAL PROPERTY INTERESTS

   

(Unaudited - prepared by management)

 

 

 

 

 

 

 

 

 

 

 

 

 
             
   

June 30,

 

September 30,

 

March 31,

 

 

2003

 

2003

 

2003

Kaslo Silver Property, British Columbia

           

   Acquisition costs

           

      Balance, beginning of period

 

 $             1

 

 $                        1

 

 $             169,312

      Incurred during the period

 

            260

 

                       260

 

                       830

      Balance, end of period

 

            261

 

                       261

 

                170,142

   Exploration and development costs

           

      Assays and analysis

 

                 -

 

                            -

 

                       212

      Geological

 

            167

 

                       223

 

                       453

      Site activities

 

                 -

 

                            -

 

                    6,769

      Incurred during the period

 

            167

 

                       223

 

                    7,434

      Balance, beginning of period

 

              56

 

                            -

 

                926,125

      Balance, end of period

 

            223

 

                       223

 

                933,559

   Write down of mineral property

 

                 -

 

                            -

 

            (1,103,700)

 

 

            484

 

                       484

 

                           1

Raven and other properties, Canada

           

   Acquisition costs

           

      Balance, beginning of period

 

       51,799

 

                  27,377

 

                           1

      Incurred during the period

 

         6,437

 

                  30,859

 

                  30,060

      Balance, end of period

 

       58,236

 

                  58,236

 

                  30,061

   Exploration and development costs

           

      Assays and analysis

 

         1,430

 

                    2,830

 

                            -

      Geological

 

       20,317

 

                  34,971

 

                    3,367

      Travel and accommodation

 

         3,732

 

                    7,834

 

                            -

      Incurred during the period

 

       25,479

 

                  45,635

 

                    3,367

      Balance, beginning of period

 

       22,533

 

                    2,377

 

                            -

      Balance, end of period

 

       48,012

 

                  48,012

 

                    3,367

   Write down of mineral property

 

                 -

 

                   (9,807)

 

                   (3,674)

 

 

     106,248

 

                  96,441

 

                  29,754

Nuevo Milenio, Mexico

           

   Exploration and development costs

           

      Assays and analysis

 

                 -

 

                            -

 

                  10,707

      Drilling

 

                 -

 

                            -

 

                  95,852

      Geological

 

       47,185

 

                  31,321

 

                  73,799

      Site activities

 

       27,763

 

                  22,173

 

                  58,390

      Travel and accommodation

 

         1,031

 

                    1,442

 

                    9,883

      Incurred during the period

 

       75,979

 

                  54,936

 

                248,631

      Balance, beginning of period

 

     519,766

 

                497,901

 

                249,270

      Balance, end of period

 

     595,745

 

                552,837

 

                497,901

 

 

     595,745

 

                552,837

 

                497,901

Total mineral property interests

 

 $  702,477

 

 $             649,762

 

 $             527,656




CREAM MINERALS LTD.

Notes to Consolidated Financial Statements

Three months ended June 30, 2001 and 2000

(Unaudited - prepared by management)





1.

Going concern and nature of operations


The accompanying financial statements for the interim periods ended September 30, 2003 and 2002, are prepared on the basis of accounting principles generally accepted in Canada and are unaudited, but in the opinion of management, reflect all adjustments (consisting of normal recurring accruals) necessary for fair presentation of the financial position, operations and changes in financial results for the interim periods presented.  The financial statements for the interim periods are not necessarily indicative of the results to be expected for the full year.  These financial statements do not contain the detail or footnote disclosure concerning accounting policies and other matters, which would be included in full year financial statements, and therefore should be read in conjunction with the Company's audited financial statements for the year ended March 31, 2003.  


Cream Minerals Ltd. (the "Company") is incorporated in the Province of British Columbia under the Company Act (British Columbia), and its principal business activity is the exploration and development of mineral properties.


These financial statements are prepared on a going-concern basis, which implies that the Company will continue realizing its assets and discharging its liabilities in the normal course of business.  Accordingly, they do not give effect to adjustments that would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and liquidate its liabilities, contingent obligations and commitments in other than the normal course of business and at amounts different from those in these financial statements.  The Company has a working capital deficiency as at September 30, 2003, of $329,286.


Without additional external funding to meet existing obligations and to finance further exploration and development work on its mineral properties, there is substantial doubt as to the Company's ability to operate as a going concern.  Although the Company has been successful in raising funds to date, there can be no assurance that additional funding will be available in the future.  The financial statements do not reflect the adjustments to the carrying values of assets and liabilities that would be necessary if the Company were unable to achieve profitable mining operations or obtain adequate financing.


Although the Company has taken steps to verify title to mineral properties in which it has an interest, in accordance with industry standards for the current stage of exploration of such properties, these procedures do not guarantee the Company's title.  Property title may be subject to unregistered prior agreements and non-compliance regulatory requirements.


2.

Mineral property interests


Goldsmith property


The Company holds an option to acquire a 100% interest in the Goldsmith property located near Kaslo, British Columbia.  The option agreement calls for the issuance of 200,000 common shares (50,000 issued) and cash payments totalling $110,000 ($2,500 paid) over six years.  The optionors will retain a 2% net smelters return royalty ("NSR") on all metals.  Cream has the right to reduce the NSR to 1.0% by the payment of $1,000,000 to the Optionor at any time up to and including the commencement of commercial production.


Lucky Jack property


The Company entered into an option agreement to acquire a 100% interest in the Lucky Jack mineral claims located near Kaslo, British Columbia.  The option agreement calls for the issuance of 200,000 common shares (50,000 issued) and payments totalling $110,000 ($5,000 paid) over 6 years.  The optionor will retain





CREAM MINERALS LTD.

Notes to Consolidated Financial Statements

Three months ended June 30, 2001 and 2000

(Unaudited - prepared by management)





a 2% NSR royalty on all metals.  Cream has the right to reduce the NSR to 1.0% by the payment of $1,000,000 to the Optionor at any time up to and including the commencement of commercial production.


3.

Share capital


Authorized:


500,000,000 common shares without par value


Issued and fully paid:



 

Number of Shares

Amount

Balance, March 31, 2002

18,095,828

$13,606,707

Shares issued for other



Bayonne Aquamarine property payment

100,000

15,000

Shares issued for cash



Private placement

1,166,666

175,000

Exercise of warrants

492,025

59,043

Stock options exercised

10,000

1,000

Balance, March 31, 2003

19,864,519

13,856,750

Shares issued for other



Lucky Jack mineral property payment

50,000

7,500

Goldsmith mineral property payment

50,000

7,000

Debt settlement (Note 4 (f))

2,209,256

331,388

Fractional rounding adjustment

2

--

Warrants exercised for cash

150,000

22,500

Balance, September 30, 2003

22,323,777

$14,225,138


4.

Related party transactions and balances


 

2003

2002

Services rendered during the period:



LMC Management Services Ltd. (a)

$

64,528

$

73,738

Lang Mining Corporation (b)

15,000

--

Director (c)

16,205

3,198

Legal fees

2,026

--

 



Balances receivable from (payable to) (e):



LMC Management Services Ltd.

(62,948)

(26,538)

Lang Mining Corporation

(94,833)

(202,091)

Sultan Minerals Inc.

(3,540)

--

ValGold Resources Ltd.

(650)

--

Directors

(201,319)

(8,896)

Legal fees

(7,569)

(3,407)

 

$

(370,859)

$

(240,932)


(a)

Commencing August 1, 2001, management, administrative, geological and other services have been provided by LMC Management Services Ltd. ("LMC"), a private company held by the Company and other public companies, to provide services on a full cost recovery basis to the various public entities currently sharing office space with the Company.






CREAM MINERALS LTD.

Notes to Consolidated Financial Statements

Three months ended June 30, 2001 and 2000

(Unaudited - prepared by management)


4.

Related party transactions and balances (continued):


(b)

Lang Mining Corporation ("Lang Mining") is a private company controlled by the President of the Company.  Lang Mining provides management services at a rate of $2,500 per month for the services of the president and chief executive officer.


(c)

Fees are paid to a director at a rate of US$2,000 per month for administrative services.


(d)

The Company's investments include shares of Sultan Minerals Inc., Emgold Mining Corporation and ValGold Resources Ltd., companies with directors and management in common with the Company.


(e)

Balances receivable from (payable to) are included in accounts receivable and accounts payable and accrued liabilities, respectively, on the balance sheets.  These amounts are non-interest bearing and due on demand.


(f)

During the period, the Company issued 2,209,256 common shares to three related parties at a price of $0.15 per share, subject to a four-month hold period, expiring September 13, 2003, in satisfaction of indebtedness in the amount of $331,388.


5.

Subsequent events:


Subsequent to September 30, 2003, the Company completed a private placement of 1,500,000 units at $0.30 per unit for total proceeds of $450,000.  Each unit is comprised of one common share and one non-transferable share purchase warrant.  Each warrant is exercisable to acquire one additional share at an exercise price of $0.40 per share until November 13, 2004.



CREAM MINERALS LTD.

Quarterly Report

September 30, 2003



SCHEDULE A:  FINANCIAL INFORMATION


See attached unaudited consolidated financial statements.


SCHEDULE B: SUPPLEMENTARY INFORMATION


1.

Analysis of expenses and deferred costs.


See unaudited consolidated financial statements attached in Schedule A to the Form 51-901F.


2.

Related party transactions


See note 4 to the unaudited consolidated financial statements attached in Schedule A to the Form 51-901F.


3.

Summary of securities issued and options granted during the period


(a)

Securities issued during the three months ended September 30, 2003:


Date of Issue

Type of Security

Type of Issue

Number

Price ($)

Total Proceeds ($)

Type of Consideration

Commission Paid

July 23, 2003

Common

Fractional adjustment

2

Nil

Nil

Nil

Nil

September 17, 2003

Common

Warrants

150,000

$0.15

22,500

Cash

Nil


(a)

Options granted during the three months ended September 30, 2003


Nil


4.

Summary of securities as at the end of the reporting period


(a)

Authorized Capital


500,000,000 common shares without par value.  


Issued and Outstanding Capital


22,323,777 common shares


CREAM MINERALS LTD.

Quarterly Report

September 30, 2003




(b)(i)

Stock Options Outstanding


Number of

Shares

Exercise

Price($)

Expiry Date

74,000

0.30

January 15, 2004

50,000

0.30

June 11, 2004

712,600

0.10

September 29, 2005

1,051,000

0.15

April 26, 2007

100,000

0.15

May 17, 2007

      1,987,600


 


(ii)

Warrants Outstanding


Number of

Shares

Exercise Price ($)

Yr 1 / Yr.2

Expiry Date

857,975

0.15

January 31, 2004

1,166,666

0.20/0.25

August 13, 2003/04

       2,024,641

 



(iii)

Shares in Escrow


There are no shares in escrow.


5.

List of directors and officers as at the date this report is signed and filed.


Frank A. Lang (director and officer)

Ronald Lang (director)

Sargent H. Berner (director)

Ferdinand Holcapek (director)

William J. Witte (director and officer)

Arthur G. Troup (director and officer)

Shannon Ross (officer)


CREAM MINERALS LTD.

Quarterly Report

September 30, 2003



SCHEDULE C:  MANAGEMENT DISCUSSION


NUEVO MILENIO SILVER-GOLD PROPERTY, MEXICO


The Nuevo Milenio property, located south of Tepic in the municipality of Xalisco, State of Nayarit, Mexico, covers a small caldera approximately five kilometres in diameter.  The caldera's rim is partially defined by rhyolitic intrusions and domes.  Three styles of gold-silver mineralization have been identified on the property, i) narrow bonanza-grade veins which were the target of early Spanish explorers; ii) broad vein and stockwork zones discovered in trenching; and iii) disseminated deposits hosted in silicified and argillized tuffs.  The principal structures are defined by numerous colonial workings.  The project is in the early stages of exploration and there are no known records of past diamond drill work.  Work completed to date has been extensively documented and defines the geology and geochemistry of a few areas within the 7,000-hectare property.  


All of the mineralized zones have former workings that have been subjected to deep surface leaching of gold-silver values and now show only limonitic stained silicified and argillized rocks on surface.  In the workings, fresh exposures show vuggy silica, coarse and fine quartz veinlets, stockwork filling and brecciation filled with chalcedonic quartz with locally fine scattered pyrite.  Pyrite to date has not been commonly observed in outcrop.  The mineralized zones show evidence of multiple hydrothermal mineralizing events.  Three target zones, Chacuaco, Dos Hornos and Once Bocas have provided encouraging surface results and cover relatively large areas in terms of several hundreds of meters in both potential width and length.


Soil sample results indicate that there is a broad mineralized zone trending northwest across Cerro Chacuaco.  The target zone appears to have a surface expression of some 400 metres east west and some 500 metres north south and is open to the south.  This part of the mineralized zone lies in an area where erosion has recently removed a basalt cover within a caldera.  Geologically, tertiary basalt flows cover part of the caldera and part of the mineralized zone, thus protecting much of it from weathering and intense surface leaching.  In those areas where surface leaching appears to have been less intense because of protection by basalt, or where erosion has caused partial removal of the leached cap, there exists the likelihood of higher gold-silver values being near surface and therefore having potential for open pit mining or bulk-tonnage targets.


Additional geologic and geochemical investigation of the La Curva caldera is under way.  An independent geological consultant has recommended hand trenching and select sampling of the disseminated target areas to gather further data on precious metal concentrations and other elements.  Rock chip sampling is proposed along with a further reconnaissance review and diamond drilling.


A NI 43-101 report was recently prepared by Mr. Henry Meixner, P.Geo, consulting geologist to the Company, on the Nuevo Milenio property.  Mr. Meixner has recommended that consideration should be given to carrying out geophysical surveys in order to focus on underlying structures that will lead to precious metal rich conduits and ultimately to dilational zones in faults and flexures and splays where bonanza grade ores typically are deposited.  VLF surveys may be helpful in tracing faults and detailed gravity surveys may delineate boundaries of structural blocks with large density contrasts.  Low resistivity anomalies may reflect the presence of argillic alteration of shallow portions of the mineralized systems.  


A work program consisting of the construction of camp facilities, road repairs, new access roads and drill pads was completed prior to the commencement of drilling.  On November 24, 2003, a two-stage diamond drill program commenced on the property.  A contract for an initial 1,400-meter program was granted to BDW International Drilling of Mexico, S.A. de C.V., to be followed as soon as possible in the New Year with a second 1,400 meter program, subject to drill results and funding.


CREAM MINERALS LTD.

Quarterly Report

September 30, 2003



The objective of stage one of the diamond drill program is to test known epithermal zones of gold-silver mineralization at depth as follows (subject to revision):


1.

Cerro Chacuaco - Two drill holes, 200 meters each, at Mina Chacuaco and Mina Nanche to test a 400-meter wide zone of disseminated gold-silver mineralization associated with silicification and quartz stockwork.


2.

Dos Hornos - Two holes, 200 meters each, to test a 100-meter wide quartz vein zone with disseminated gold-silver below an old exploration adit.


3.

Once Bocas - Two drill holes, 200 meters each, to be drilled under old Spanish workings to test a 100-meter wide zone of quartz veining and stockwork.


4.

Chacuaco West - One hole, 200 meters, to test disseminated gold-silver mineralization within porous argillic lithic rhyolite tuffs.


Stage two of the diamond drill program will consist of follow up drilling of zones of merit as indicated by stage one and ongoing field results.


MANITOBA NICKEL PROPERTY


Cream has a 30,000-hectare mineral lease in northern Manitoba.  The property is entirely covered by unconsolidated tills, alluvial sediments and a thin veneer of Paleozoic sediments below which the geology is believed to consist of rocks belonging to the extension of the Thompson Nickel Belt.  The property adjoins a similar size mineral lease held by ValGold Resources Ltd. ("ValGold").  A ground geophysical survey completed by ValGold on a small portion of its property identified a large magnetic anomaly, which may represent a near flat-lying massive sulphide target.  In the Thompson belt such targets have the potential to host economic concentrations of nickel, copper and platinum group elements.


Cream plans to have the property covered by an airborne geophysical survey in order to further define targets for diamond drill testing.  The survey will include both magnetic and electromagnetic coverage.


KOOTENAY GEMSTONE PROPERTIES (BAYONNE AQUAMARINE)


Cream has the right and option to earn 100% interest in the Bayonne Aquamarine properties by making payments totalling $100,000 and issuing 500,000 common shares over four years as follows: Cash payments of $5,000 on regulatory approval (paid), $5,000 at the end of six months, $10,000 at the end of 12 months, and $20,000, $30,000 and $30,000 at the end of 24, 36 and 48 months respectively, from the date of regulatory approval.  Share payments include 100,000 common shares upon regulatory approval (issued) and each twelve-month interval thereafter to a total of 500,000 common shares.  A royalty is payable consisting of a 2% Net Products Return ("NPR") Royalty from the production of gemstones from the property.  Cream has the right to reduce the NPR to 1.0% by the payment of $1,000,000 to the Optionor at any time up to and including the commencement of commercial production.


CREAM MINERALS LTD.

Quarterly Report

September 30, 2003



Geological Setting


Currently, the deposits are covered by five claim groups:  Lloyds Mine (4 units), OMG (14 units), Cultus (2 units), Rusty (4units) and Toby (12 units) for a total of 36 units or 900 hectares.  Additional staking is in progress to cover the prospective ground.  The beryl/aquamarine deposits are at or near the eastern and southern contacts of the Shaw Creek Intrusive (Unit KBSC), one of the eight divisions of the Cretaceous/Jurassic bayonne batholith.  The deposits occur mainly in the pegmatites, which intrude either the KBSC division of the batholith or contact rocks intruded by that division.  The intrusive rock is termed by Reeser (1996) as biotite leucogranodiorite with megacrysts of potassium feldspar.  The pegmatites are composed mainly of coarse crystals of quartz, feldspar, biotite and beryl.  Access to most of the properties is by road with short hikes, but some areas require helicopter transport.  Additional claims, now covering over 50 sq. kms. have been staked along the 23 kilometre length of the favourable contact area.  This contact area hosts classic beryl mineralization and gemstones in pegmatites and quartz veins.


According to Dr. J. H. Montgomery, Ph.D., P.Eng., beryl gemstones include Aquamarines which are greenish-blue in colour due to iron content, and Emeralds which are green in colour due to chromium and/or vanadium.  Beryl gemstones are also generally classified into three categories according to quality:  gem quality is transparent; near-gem quality is translucent; non-gem quality is opaque.  On the property, all three categories of Aquamarine crystals have been discovered.  So far however, in this very early exploration stage, only near-gem and non-gem Emerald crystals have been found.


Dr. Joseph Montgomery, geological consultant to the Company, recommends that the presence of large crystals of green and blue beryl over a wide area and the presence of one crystal of gem quality aquamarine is sufficient to warrant an exploration program over the areas in which the beryl-bearing pegmatites occur along the intrusive contact of Shaw Creek granodiorite.  


Recent prospecting and the establishment of detailed grids over exciting new showings in the northern and southern sections of the property have delineated geological and geochemical trends to these favourable gem-bearings occurrences.  Cream has engaged geologist and pegmatite mineralogist Jarrod Brown, M.Sc., to oversee the exploration and geochemical program.


Highlights of the short 2003 summer and fall program are as follows:


1.

North Zone - Laib Creek area (OMG claim group):  Mapping, rock and preliminary soil sampling over a 350 x 300 metre grid has demonstrated discernable geologic and geochemical trends which led to the discovery of two significant new beryl occurrences in outcrop; one located 800 metres east of the gridded area, and another 500 metres southwest of the grid.  Known occurrences in this zone now outline an area of high gem potential in excess of 1,500 by 500 metres with southeast trending contacts still unexplored.


In this northern area, beryl crystals are found within abundant pegmatite dykes.  The beryl crystals are pale to medium ice blue to greenish-blue in colour and range up to 10 centimetres in diameter.


Detailed observations of beryl occurrences within the grid also led to the discovery of a second style of Aquamarine mineralization.  Ice-blue coloured, translucent to transparent, euhedral Aquamarine crystals, up to 6 mm in diameter, grew within late forming, 10-30 centimetre wide smoky quartz veins containing significant vugs and trace molybdenite.  Beryl crystals from this vein type are some of the best quality on the property and represent a new and important type of exploration target.


2.

South Zone - Topaz Creek area (Toby claim group):  Mapping, rock and soil sampling of the area has outlined a highly prospective zone for Emerald formation.  Deeply coloured greenish-blue beryls


CREAM MINERALS LTD.

Quarterly Report

September 30, 2003



(Aquamarine/Emerald) up to 5 x 3 centimetres in size were excavated from a pegmatite dyke at surface known to crosscut mafic rocks which have high chromium content.


3.

Other Zones - Reconnaissance prospecting and sampling also occurred on the Cultus claims (approximately 3 kilometres south of the Laib grid), and on the Columbia and Topaz claim groups (1-2 kilometres southeast of the Toby claims).  New beryl occurrences in outcrop were noted at each location.


Rock and soil geochemistry results are pending for all of the above mentioned claim groups.  Soil sampling (to define beryllium and chromium contents) is being done over known areas of good beryl mineralization in order to obtain a baseline soil signature for follow up in Phase II.


The Phase II program will consist of establishment of a large grid over much of the claim block.  This area will be prospected, mapped and soil sampled in order to outline the best locations for hosting good quality Aquamarine and Emerald crystals.  Phase II work will commence in early 2004.


MANAGEMENT'S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


The following discussion and analysis should be read in conjunction with the unaudited financial statements of Cream Minerals Ltd. ("Cream") for the six months ended September 30, 2003 and 2002, and related notes thereto.  Cream's financial statements have been prepared in accordance with Canadian generally accepted accounting principles.  


Overview


Cream is a mineral exploration company with no producing properties and consequently has no current operating income or cash flow.  All of Cream's short to medium-term operating and exploration cash flow must be derived from external financing.  Cream is in the process of attempting to raise additional financing to complete its proposed exploration programs for fiscal 2004.  


Cream's accounting policy is to capitalize all costs relating to the acquisition, exploration and development of its mineral property interests until the property to which they relate is placed into production, sold, allowed to lapse or abandoned.  As at September 30, 2003, Cream has capitalized $649,762 (March 31, 2003 - $527,656) on the acquisition and exploration of mineral property interests.


Effective January 1, 2003, Cream commenced paying Lang Mining Corporation ("Lang Mining"), a private company owned by the president of Cream, a fee of $2,500 per month for the services of the President and Chairman of the Company.  These services are not provided through LMC Management Services Ltd. ("LMC").


Effective August 1, 2001, Cream has contracted its management, administrative, geological and other services to LMC, a private company held with a group of other public companies, to provide services on a full cost recovery basis to the various public companies currently sharing office premises.


Financing Activities and Capital Expenditures


During the six months ended September 30, 2003 ("Sept 2003"), Cream expended $31,119 (Three months ended June 2003 ("June 2003") -$24,422) on acquisition costs and $100,794 (June 2003 - $42,077) on exploration and development costs on the Nuevo Milenio, Raven, Kootenay, Goldsmith and Lucky Jack properties.


CREAM MINERALS LTD.

Quarterly Report

September 30, 2003



Financial Constraints


All of Cream's short to medium-term operating and exploration cash flow must be derived from external financing.  As discussed below, Cream is in the process of attempting to raise additional financing to complete its proposed exploration programs for fiscal 2004.  In the event that market conditions prevent Cream from receiving external financing, Cream will be forced to review its property holdings and prioritize project exploration to fit within cash availability.  Cream's primary exploration focus is currently on the Nuevo Milenio property in Mexico and the Goldsmith, Lucky Jack and Kootenay Gemstone properties in British Columbia.  


With respect to its Kaslo Silver property, which was written down to a nominal carrying value of $1 in the year ended March 31, 2003, Cream had planned a $3 million exploration program that would include geological mapping, expanded geophysical surveys, gravity surveys, additional soil sampling and 12,100 meters of diamond drilling and bulk sampling over existing zones and new targets, on the Black Bear, Black Fox and Ben Hur areas of the property.  This program is contingent on obtaining additional financing.  


During the year ended March 31, 2001, Cream acquired three mining lots in the State of Nayarit, Mexico, by denouncement (the Nuevo Milenio property).  In Mexico, tax payments are due in January and July of each year for all mineral property concessions.  These payments escalate and are indexed for all exploration permits.  To date, Cream has made all required tax payments, including the payment made in July 2003.  The Company has an additional drilling and exploration program planned for the Nuevo Milenio property of $250,000.  This program is contingent on obtaining financing.  


Exploration activity on the Nuevo Milenio Property in fiscal 2003 included, $47,526 on geological, $22,073 on site activities and $1,442 on travel and accommodations. Other exploration activities in fiscal 2003 include $2,830 on assays and analysis, $34,971 on geological services and $7,84 on travel and accommodation for the properties held in British Columbia and Manitoba, other than the Kaslo Silver property.  


During the six months ended September 30, 2003, 150,000 warrants were exercised at a price of $0.15 each, or $22,500, to acquire 150,000 common shares.  Subsequent to September 30, 2003, the Company completed a non-brokered private placement with several placees for 1,500,000 units at $0.30 per unit for total proceeds of $450,000.  Each unit is comprised of one common share in the capital of the Company and one non-transferable share purchase warrant.  Each warrant is exercisable to acquire one additional share at an exercise price of $0.40 per share until November 13, 2004.  Proceeds from the offering will be used to fund exploration programs at the Company's Nuevo Milenio property in Mexico, and for general working capital.


Cream has made all the share issuances and cash payments on its current mineral property interests, other than the payments due on the Raven property, on which the optionors have agreed to an indefinite deferral.  


The Company's ability to continue in operation is dependent on the continuing support of its creditors and funding from related parties, and the Company's ability to secure additional financing.  While it has been successful in securing additional financing in the past, there can be no assurance that it will be able to do so in the future.  Accordingly, these financial statements do not reflect adjustment to the carrying value of assets and liabilities and balance sheet classifications that would be necessary if going concern assumptions were not appropriate.  Some adjustments could be material and there is significant doubt about the ability of the Company to continue as a going concern.


CREAM MINERALS LTD.

Quarterly Report

September 30, 2003





Current assets increased to $56,012 at September 30, 2003, as compared to $24,301 at March 31, 2003.  The Company is unable to meet its current commitments of $385,298 (March 31, 2003 - $502,430) from existing cash balances.  Due to its inability to meet its financial commitments, and the reliance on the Company's major shareholder for financial support, and to improve the working capital position of the Company, 2,209,256 common shares were issued to three related parties at a price of $0.15 per share in the six months ended September 30, 2003, in settlement of indebtedness in the amount of $331,389.


Investments in marketable securities were valued at $37,397 at September 30, 2003, as compared to $33,335 at March 31, 2003, primarily due to the volatility of the marketable securities held.  The book value of these securities is $43,894.  Cream retains 100,000 shares of Terra Gaia Inc., a private company, at a cost of $25,000.  Shares with a book value of $41,797 are investments in companies with officers and directors in common with the Company.


Operating Results


Cream currently has a working capital deficiency of $329,286 at September 30, 2003 (March 31, 2003 - $478,129), and an accumulated deficit of $13,838,172 at September 30, 2003 (March 31, 2003 - $13,734,680).  


Three Months Ended September 30, 2003, Compared to Three Months Ended September 30, 2002


For the three months ended September 30, 2003, Cream incurred a loss of $59,711 or $0.00 per common share, compared to $61,683, or $0.00 per common share for the three months ended September 30, 2002.  Total operating expenses, before interest income, were $59,735 in September 2003 as compared to $61,723 in September 2002.  Property write-downs of $ nil in September 2003 and $3,204 in September 2002 relate to the Raven property.


Legal, accounting and audit fees increased from $13,060 in September 2002 to $6,242 in September 2003, primarily due to timing of the annual audit and reduced activity in fiscal 2003, resulting in reduced audit costs.  Salaries and benefits decreased from $32,307 in September 2002 to $22,043 in September 2003.  This is a result of reduced activity due to the lack of funds available to carry out exploration activity.


Shareholder communications increased from $11,459 in September 2002 to $20,099 in September 2003, primarily due to the hiring of Renmark Financial Communications Inc. ("Renmark") as investor relations' consultants effective August 1, 2003, at a fee of $4,000 per month.  The term of the contract is for 12 months, with a minimum 6-month service period.  Renmark and its employees are at arm's-length to Cream.  The major shareholder of the Company, Mr. Frank A. Lang, will provide funding for these services.  Repayment of these advances may only be made from unallocated working capital and may not be settled by exchange of common shares for debt, pursuant to the policies of the TSX Venture Exchange.  During the three months ended September 30, 2003, $8,000 was paid to Renmark.  There were no investor relations consultants under contract in Sept 2002.  Listing and filing fees increased from $3,763 in September 2002 to $4,880 in September 2003 due to property acquisitions.  Transfer agent fees decreased from $4,642 in September 2002 to $542 in September 2003.  Website, printing, answering investor queries, and other related costs increased from $2,701 in September 2002 to $6,676 in September 2003.  Included in this figure is stock option compensation of $3,027 in September 2003 and $3,026 in stock option compensation in September 2002.


CREAM MINERALS LTD.

Quarterly Report

September 30, 2003




Travel and conference costs of $437 in September 2003 compare to $72 in September 2002.  In September 2003 management fees of $7,500 were paid to Lang Mining for the services of the president and chairman, pursuant to an agreement dated January 1, 2003.  No management fee was paid to Lang Mining in September 2002.


Six Months Ended September 30, 2003, Compared to Six Months Ended September 30, 2002


For the six months ended September 30, 2003 ("fiscal 2004"), Cream incurred a loss of $103,492 or $0.00 per common share, compared to $93,675, or $0.00 per common share for the six months ended September 30, 2002 ("fiscal 2003").  Total operating expenses, before interest income, were $103,535 in fiscal 2004 as compared to $93,998 in fiscal 2003.  Property write-downs of $9,807 in fiscal 2004 and $3,804 in fiscal 2003 relate to the Raven property.


Legal, accounting and audit fees decreased from $13,652 in fiscal 2003 to $10,474 in fiscal 2004, primarily due to new regulatory requirements and changes.  Salaries and benefits decreased from $46,784 in fiscal 2003 to $30,371 in fiscal 2004.  Activity levels have been lower in fiscal 2004 as the Company did not have financing for exploration activities and as a result related accounting and administrative activities also decreased.    


Shareholder communications increased from $20,100 in fiscal 2003 to $27,193 in fiscal 2004, primarily due to the contract with Renmark entered into in August 2003.  Listing and filing fees increased from $4,713 in fiscal 2003 to $7,837 in fiscal 2004 due to property acquisitions.  Transfer agent fees decreased from $5,357 in fiscal 2003 to $1,646 in fiscal 2004 due to decreased activity.  Website, printing, answering investor queries, and other related costs decreased from $10,629 in fiscal 2003 to $9,692 in fiscal 2004.  Included in this figure is stock option compensation of $6,053 in fiscal 2003 and $10,260 in stock option compensation in fiscal 2002.


Travel and conference costs of $3,704 in fiscal 2003 compare to $9,807 in fiscal 2004.  The Company has expended more on travel to and from Mexico and attending trade conferences.  In fiscal 2004 management fees of $15,000 were paid to Lang Mining for the services of the president and chairman, pursuant to an agreement dated January 1, 2003.  No management fee was paid to Lang Mining in fiscal 2003.


Six months ended September 30, 2002 Compared to Six Months ended September 30, 2001


For the six months ended September 30, 2002, ("fiscal 2003") the Company had a loss of $93,675, or $0.01 per share, compared to a loss of $92,711, or $0.01 per share for the six months ended September 30, 2001 ("fiscal 2002").  Total operating expenses, net of interest income were $93,998 in fiscal 2003 compared to $93,193 in fiscal 2002.


Legal, accounting and audit fees were comparable in the two years, $13,652 in fiscal 2003 and $15,442 in fiscal 2002.


Office and administrative expenses decreased from $25,828 in fiscal 2002 to $5,029 in fiscal 2003, reflecting the reduced activity in the Company.  Shareholder communications and travel and conferences increased from $10,614 and $845, respectively, in fiscal 2002 to $20,100 and $3,704, respectively, in fiscal 2003.  Salaries and benefits slightly from $30,403 in fiscal 2002 to $46,784 in fiscal 2003.  There were no investor relations' consultants under contract to the Company in fiscal 2003 or fiscal 2002.  Stock option compensation of $10,260 is included in expenses in fiscal 2002 with no comparative expense in fiscal 2001.


 







 

 

 

 

December 1, 2003




British Columbia Securities Commission

PO Box 10142

Pacific Centre, 701 West Georgia Street

Vancouver, BC  V7Y 1L2

VIA SEDAR

Dear Sirs:

Re:

Quarterly Report for the Period Ended September 30, 2003

Today, Cream Minerals Ltd. ("the Company") distributed its Quarterly Report for the period ended September 30, 2003, to shareholders appearing on the Company's supplemental mailing list.




Sincerely,


(signed)

"Rodrigo A. Romo"


Rodrigo A. Romo

Legal Assistant
for Cream Minerals Ltd.



cc:

United States Securities and Exchange Commission - 12g3-2(b) #82-4741

cc:

Alberta Securities Commission

cc:

TSX Venture Exchange





CREAM MINERALS LTD.

Suite 1400 - 570 Granville Street

Vancouver, B.C.  V6C 3P1

www.creamminerals.com


December 1, 2003

OTC Bulletin Board

Symbol:  CRMXF

U.S. 20-F Registration

TSX Venture Exchange

Symbol:  CMA



Cream Announces Second Quarter Results


Cream Minerals Ltd. (CMA - TSX Venture) announces that during the six months ended September 30, 2003 ("fiscal 2004"), a loss of $103,492 ($0.00 per share) was incurred compared to a loss of $93,675 ($0.00 per share) in the six months ended September 30, 2002 ("fiscal 2003").  In fiscal 2004, corporate general and administrative costs were $93,728 compared to $90,194 in fiscal 2003.  Property write-downs of $9,807 in fiscal 2004 and $3,804 in fiscal 2003 relate to the Raven property.  Cash expenditures on mineral property interests in the six months ended September 30, 2003, total $112,802, which compare to $198,666 in the six months ended September 30, 2002.  At September 30, 2003, the Company had a working capital deficiency of $329,286.  Subsequent to September 30, 2003, a private placement of 1,500,000 units of one common share and one warrant at a price of $0.30 per unit was completed for gross proceeds of $450,000.  Each warrant is exercisable to acquire one additional share at an exercise price of $0.40 until November 13, 2004.


Cream has commenced a 1,400 meter drilling program on the Nuevo Milenio property in Mexico.  For more information about Cream Minerals and the Nuevo Milenio property, please visit our website at www.creamminerals.com.

  


Frank A. Lang, P. Eng

President



For further information please contact:
Renmark Financial Communications Inc.
Tel:  (514) 939-3989  Fax: (514) 939-3717
Neil Murray-Lyon - Email: [email protected]
Sylvain Laberge - Email: [email protected]


No regulatory authority has approved or disapproved the information contained in this news release



 

CREAM MINERALS LTD.

Suite 1400 - 570 Granville Street

Vancouver, B.C.  V6C 3P1

www.creamminerals.com / www.langmining.com


December 10, 2003

OTC Bulletin Board

Symbol:  CRMXF

U.S. 20-F Registration

TSX Venture Exchange

Symbol:  CMA


CREAM DISCOVERS MORE HIGH-GRADE GOLD ON ITS GOLDSMITH PROPERTY

Cream Minerals Ltd. (CMA- TSX Venture ) is pleased to announce that it has now received final assays from a small, preliminary mapping and rock chip sampling program on its Goldsmith Property, located near Kaslo in southeastern British Columbia.  The initial phase of this exploration program is focusing on defining the mineralizing structures and horizons which host the high-grade gold mineralization discovered earlier this summer (see News Release dated July 22, 2003).


Grab sampling, done by the Company in June 2003, of mineralization from the waste dump piles of the Bullock #2, Bullock #4 and Lucky Jack #4 workings returned extremely high gold and silver assays (see following table).


Grab Sample Results (previously reported)

Sample

Location

Type

Au (g/t)

Ag (g/t)

Pb (ppm)

B2-3

Bullock #2

Grab

140.16

69.8

>9999

B4-1

Bullock #4

Grab

75.27

123.9

31600

B4-4

Bullock #4

Grab

9901.79

619.5

77300

LJ4-1

Lucky Jack #4

20cm chip

4.82

0.3

30

LJ4-2

Lucky Jack #4

Grab

49.67

3.1

148

LJ4-3

Lucky Jack #4

Grab

3888.10

181.6

1503


Due to the discovery of extremely high-grade gold mineralization in several locations over a 1.2 kilometre long area, a two phase follow-up exploration program has been recommended.  The two phase exploration program is designed to identify the orientation of the veins or stockwork systems that host the high-grade gold mineralization. The Phase I mapping and sampling program that commenced this fall, included detailed mapping and chip sampling of the abundant quartz veins and stockwork zones exposed in historic Bullock #1, #2 and #4 workings.  


Results of the initial part of the Phase I program are very encouraging.  At the Bullock #1 and Bullock #2 workings, veins containing high-grade gold and/or silver values were located in place and chip sampled.  At the Bullock #1 workings, an 0.8 metre chip sample returned 63.78 g/t gold and 36.2 g/t silver.  At the Bullock #2 workings, a 0.5 metre chip sample returned 14.33 g/t gold (see Table below).  

 




Phase I Chip Sample Results


Sample

Location

Type

Au (g/t)

Ag (g/t)

Pb (ppm)

Cu (ppm)

JB3-B1-13

Bullock #1

0.8m chip

63.78

36.2

4038

1769

JB3-B2-13

Bullock #2

0.5m chip

14.33

2.6

43

486

JB3-B5-1

Bullock #5

1.5m chip

1.46

2.5

741

39681


Phase I work will continue in early 2004, with continued sampling along strike and parallel to the high-grade mineralization from the Bullock #1 and #2 workings.  Also, detailed mapping and sampling of the Lucky Jack #1 to #4 workings will be carried out.


The Phase II mapping and sampling program will consist of more widespread work throughout the property, with detailed mapping and sampling of the workings located in the earlier program (see News Release dated July 22, 2003 for full results and location map).  Also, several additional historic workings on the property that were not sampled during the initial work program will be located and sampled.  Subject to financing, Phase II work will commence upon completion of the Phase I program.


The Goldsmith exploration program was planned and supervised by Ms. Linda Dandy, P. Geo., Chief Geologist for Cream Minerals Ltd. and "Qualified Person" for the purpose of National Instrument 43-101, "Standards of Disclosure for Mineral Projects."  Data compilation for Goldsmith exploration program was performed by the Company's geological staff and has been reviewed and verified by Ms. Dandy.  The Company has implemented a quality assurance/quality control program to ensure that sampling and analyses of all samples are conducted in accordance with the best possible exploration industry practices, and conforms to national Instrument 43-101.



Frank A. Lang, P.Eng.

President



For further information please contact:
Renmark Financial Communications Inc.
Tel:  (514) 939-3989  Fax: (514) 939-3717
Neil Murray-Lyon - Email: [email protected]
Sylvain Laberge - Email: [email protected]



No regulatory authority has approved or disapproved the information contained in this news release