-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PcVAg9bZGZLHThgxcOfIZMb/mpTOspzTGDFwjXabNwILa65lEI9O/KnMwN7+SHjw 5m0WAghXk81e9cCI5loZKA== 0000731727-99-000010.txt : 19990422 0000731727-99-000010.hdr.sgml : 19990422 ACCESSION NUMBER: 0000731727-99-000010 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990228 FILED AS OF DATE: 19990421 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SILVERADO GOLD MINES LTD CENTRAL INDEX KEY: 0000731727 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 980045034 STATE OF INCORPORATION: A1 FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-12132 FILM NUMBER: 99598074 BUSINESS ADDRESS: STREET 1: 1111 WEST GEORGIA ST STE 505 STREET 2: VANCOUVER BRITISH COLUMBIA CANADA CITY: V6E 4M3 STATE: A1 BUSINESS PHONE: 6046891535 MAIL ADDRESS: STREET 1: 1111 WEST GEORGIA ST STE 505 STREET 2: VANCOUVER BRITISH COLUMBIA CANADA CITY: V6E 4M3 STATE: A1 FORMER COMPANY: FORMER CONFORMED NAME: SILVERADO MINES LTD DATE OF NAME CHANGE: 19940722 10-Q 1 FORM 10Q FORM 10Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTER ENDED February 28, 1999 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission file number 0-12132 SILVERADO GOLD MINES LTD. ------------------------- (Exact name of registrant as specified in its charter) British Columbia, Canada - -------------------------------------------------------------- (State or other jurisdiction of incorporation or organization) 98 -0045034 - -------------------------- (I.R.S. Employer I.D. No.) Suite 505, 1111 West Georgia Street Vancouver, British Columbia, Canada V6E 4M3 - ------------------------------------------------------------------------------- (Address of Principal Executive Offices) (604)689-1535 ------------------------------- (Registrant's telephone number) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 13(d) of the Securities and Exchange Act of 1934 during the preceding 12 months (or for a shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding at April 1, 1999 - -------------------- ---------------------------- (Common stock (npv)) 12,077,557
SILVERADO GOLD MINES LTD. CONSOLIDATED BALANCE SHEETS (EXPRESSED IN U.S. DOLLARS) (UNAUDITED) As at February 28, November 30, 1999 1998 ------------ ------------ Assets Current Assets Cash $ 3,865 $ -- Gold inventory 8,847 23,448 Accounts receivable 7,843 3,760 Prepaid expenses paid to related parties 269,307 363,667 ------------ ------------ 289,862 390,875 Mineral Properties and Development 2,667,335 2,667,335 Less accumulated amortization (743,586) (743,586) ------------ ------------ 1,923,749 1,923,749 Buildings, Plant and Equipment 3,107,938 3,114,784 Less accumulated depreciation (1,365,576) (1,289,882) ------------ ------------ 1,742,362 1,824,902 Deferred Financing Fees (net of amortization of $170,738: 1998-$161,438) 15,262 24,562 ------------ ------------ $3,971,235 $4,164,088 ============= =========== Liabilities and Shareholders' Equity Current Liabilities Bank indebtedness $ -- $ 4,396 Accounts payable and accrued liabilities (Note 5) 905,595 904,568 Loans payable 88,795 -- Mineral claims payable 342,000 342,000 Convertible debenture 2,000,000 2,000,000 ------------ ------------ 3,336,390 3,250,964 Shareholders' Equity Share capital Authorized: 100,000,000 common shares Issued and outstanding: February 28, 1999 - 11,864,557 shares 44,204,520 44,074,920 November 30, 1998 - 10,997,890 shares Deficit (43,569,675) (43,161,796) ------------ ------------ 634,845 913,124 ------------ ------------ $ 3,971,235 $4,164,088 ============= =========== See accompanying notes to consolidated financial statements.
SILVERADO GOLD MINES LTD. CONSOLIDATED STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT Three month ended (EXPRESSED IN U.S. DOLLARS) (UNAUDITED) February 28, February 28, 1999 1998 ----------------------------- Revenue from gold sales $ 15,859 $ 13,723 Less mining and processing costs 14,601 16,232 ----------------------------- Gain (loss) from Operations 1,258 (2,509) Exploration and development expenditures 175,011 -- Administrative expenditures 234,126 521,676 Loss for the period (407,879) (524,185) Accumulated deficit at beginning of the period (43,161,796) (26,910,309) ----------------------------- Accumulated deficit at end of the period $(43,569,675) $(27,434,494) ----------------------------- Loss per share $ (0.035) $ (0.10) ----------------------------- See accompanying notes to consolidated financial statements.
SILVERADO GOLD MINES LTD. CONSOLIDATED STATEMENTS OF CASH FLOWS (EXPRESSED IN U.S. DOLLARS) (UNAUDITED) Three month ended February 28, February 28, 1999 1998 CASH PROVIDED BY (USED FOR): Operations: Loss for the year $ (407,879) $ (524,185) Items not involving cash: Employment contract expense -- 63,994 Depreciation 75,694 121,567 Amortization of deferred financing fees 9,300 9,300 Loss on disposal of buildings, plant and equipment -- 22,115 Changes in non-cash operating working capital: Increase in accounts receivable (4,083) (3,557) Decrease in gold inventory 14,601 16,233 Decrease (increase) in prepaid expenses paid to related parties 94,360 (14,916) Increase in accounts payable and accrued liabilities 1,027 85,621 --------- --------- (216,980) (223,828) Financing: Shares issued for cash 129,600 258,500 Increase in loans payable 88,795 60,000 Decrease in capital lease obligation -- (18,208) --------- --------- 218,395 300,292 Investments: Mineral claims and options expenditures, net of recoveries -- 71,325 Deferred exploration and development expenditures -- (423,483) Proceeds from sale of equipment 6,846 290,300 Purchases of equipment -- (1,220) --------- --------- 6,846 (63,078) Increase (decrease) in cash 8,261 13,386 Cash (bank indebtedness) at beginning of the period (4,396) 20,914 --------- --------- Cash at end of the period $ 3,865 $ 34,300 =========== =========== Supplemental cash flow information Interest paid $ -- $ 20,000 =========== =========== Issue of shares for purchase of mineral property, a non-cash investing activity not reflected in the Statements of Cashflows $ -- $ 250,000 =========== =========== See accompanying notes to consolidated financial statements.
SILVERADO GOLD MINES LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS) (UNAUDITED) FEBRUARY 28, 1999 1. Basis of Presentation The financial information at February 28, 1999 and for the three month period ended February 28, 1999 and February 28, 1998 included herein is unaudited; however, such information reflects all adjustments (consisting solely of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of results for the interim periods. These consolidated financial statements are presented in accordance with generally accepted accounting principles in the United States. The results of operations for the three month period ended February 28, 1999 are not necessarily indicative of the results to be expected for the full year. 2. Gold Inventory Gold inventory is valued at the lower of weighted average cost or estimated net realizable value. At February 28, 1999 and February 28, 1998, gold is valued at net realizable value. 3. Mineral Properties and Development Costs of acquiring mineral claims and options are capitalized until such time as the properties are placed into production. Exploration and development expenditures are expensed as incurred. 4. Buildings Plant and Equipment Buildings, plant and equipment are stated at cost. Depreciation is provided on buildings, plant and equipment using the straight-line method based on estimated lives of 3 to 20 years. 5. Accounts Payable Accounts payable and accrued liabilities are delineated in the following table: FEBRUARY 28, NOVEMBER 30, 1998 1998 Accounts payable $522,929 $561,902 Accrued interest 186,666 146,666 Accrued reclamation expenses 196,000 196,000 ------------ ----------- $905,595 $904,568 ------------ ----------- 6. Convertible Debenture In July, 1994, the Company issued a convertible callable debenture with interest payable at the rate of 8.0% per annum on December 31 and June 30 each year. The debenture is unsecured and is due July 2, 1999, subject to prior redemption or conversion. The debenture may be converted in whole or in part by the holder into common shares of the Company at a conversion price of $18.57 U.S. per share (the "Conversion Price"). In addition, conversion of the debenture may be called by the Company provided that the average trading price of the Company's common stock has exceeded 125% of the Conversion Price for the period of 20 consecutive trading days. Financing fees paid related to the debenture have been deferred and are being amortized on a straight line basis over the debenture term of 60 months. The Company was granted a deferral of these payments based on monthly progress updates until financing is in place. Total interest payable at February 28, 1999, amounting to $186,666 has been recorded as a current liability. 7. Share Capital (a) Common Shares. Authorized: 100,000,000 common shares, without par value. (b) Directors Options. The Company has reserved 4,000,000 common shares for issuance, exercisable until August 14, 2004, in accordance with the terms and conditions of its December 12, 1994, Stock Option Plan; and 48,462 common shares for issuance for issuance exercisable until June 1, 2002, in accordance with the terms and conditions of its June 1, 1992, Stock Option Plan. The Company accounts for stock compensation arising from options to directors in accordance with APB 25, "Accounting for Stock Issued to Employees". (c) Employee Options. From time to time the Company issues options for the purchase of common shares to selected part time independent contract employees as sole compensation for contracted services in accordance with the terms and conditions of its April 20, 1994, Stock Option and Stock Bonus Plan. The Company accounts for compensation arising from these options in accordance with Statement of Financial Standards No. 123, "Accounting for Stock Based Compensation". Under this statement, stock compensation cost to contract employees is measured at the grant date of the stock option based on the value of the award and is recognized over the service period. (d) Warrants. In connection with the private placement of common shares the Company has outstanding at February 28, 1999, warrants for 866,667 common shares exercisable until December 2000. (e) Other Share Transactions. The Company has reserved 107,701 common shares for issuance upon the potential conversion of a convertible debenture; and 110,000 common shares for issuance with respect to a potential purchase of property. 8. Commitments and Contingencies The Company has a lease agreement for office premises for a term of 10 years commencing April 1, 1994, with an approximate annual rate of $120,000 (Cdn.) including operating costs. 9. Litigation A former employee of the Tri-Con Group has initiated a claim against that company for wrongful dismissal/breach of contract in the amount of $150,000. The Company has been named as a co-defendant in the suit. No provision for this litigation has been made in these financial statements and the amount of the loss, if any, for this lawsuit, would be accounted for prospectively. 10. Subsequent Events On March 31, 1999, the Company entered into an agreement with a warrant holder to amend amounts, prices and dates. The warrant holder exercised 213,000 share purchase warrants, exercisable at $0.07 per common shares for gross proceeds of $14,910. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following is management's discussion and analysis of certain factors which have significantly affected the Company's financial position and operating results during the period included in the accompanying condensed consolidated financial statements. Three Months 1999 v. 1998 The Company continued to engage in mining activities during the first quarter of 1999. Revenues were received from sales of existing gold inventory. In preparing for gold recovery, expenditures were made towards exploration and development. Current assets decreased due to the decrease of prepaid expenses during the quarter. Current liabilities increased as a function of an increase in accounts payable, and short-term loans. The Company's $2 million convertible debenture is due July 1999 and the Mineral claims payable remained unchanged. Administrative expenses were reduced, reflecting the reduced level of activity within the Company. Liquidity and Capital Resources at February 28, 1999 During the first three months of 1999, the Company received cash from a private placement of common shares, sale of gold, sale of equipment and short-term loans. At February 28, 1999, the Company's cash position was minimal. The Company plans to continue to raise capital through private placements and warrant issues and/or through the completion of property ventures on its Fairbanks properties. The arctic Nolan gold recovery from winter production is set to begin after the thaw of snow in May-June and the Company expects gold sales to supplement financing activities. Results of Operations (a) Nolan Gold Project: At the 100% owned Nolan property in arctic Alaska, the Company has resumed its mining activities on known gold bearing zones defined in exploration and development programs conducted in 1998. The Company is continuing these activities and is preparing operations for gold recovery beginning with the thaw of snow in late May and early June. (b) Other Properties: The Company continued to maintain its other properties in good standing, pending further exploration and development, subject to the availability of financing. OTHER INFORMATION Item 5 Other Information. Subsequent to quarter end, the Company entered into an agreement with a warrant folder to amend amounts, prices and dates. The warrant holder exercised 213,000 share purchase warrants, exercisable at $0.07 per common shares for gross proceeds of $14,910. Item 6 Exhibits and Reports on Form 8K During the quarter ended February 28, 1999, the Company filed a Form 8-K on December 9, 1998. No financial statements were filed with this report. - -------------------------------------------------------------------------------- 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. SILVERADO GOLD MINES LTD. /s/ G.L. Anselmo G.L. Anselmo President / CEO / CFO EX-27 2 FDS --
5 (Replace this text with legend, if applicable) 3-mos Nov-30-1998 Dec-1-1998 Feb-28-1999 3,865 0 277,150 0 8,847 289,862 3,107,938 (1,365,576) 3,971,235 3,336,390 0 0 0 44,204,520 0 3,971,235 15,859 15,859 14,601 14,601 409,137 0 0 (407,879) 0 0 0 0 0 (407,879) (0) 0
-----END PRIVACY-ENHANCED MESSAGE-----