-----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, GD/cv5Q6Mg4fuJQB1ID4y1hMYeBrYmlP3ThKgovJiWOQ3Wo5QP9FJjvz0RGidoX3 JFZ8br6JguESh2aFWwhXfg== 0000731727-99-000020.txt : 19990715 0000731727-99-000020.hdr.sgml : 19990715 ACCESSION NUMBER: 0000731727-99-000020 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990531 FILED AS OF DATE: 19990714 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: 99664356 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 May 31, 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 (604) 689-1535 - ------------------------------------------- ------------------------------- (Address of Principal Executive Offices) (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 July 1, 1999 - -------------------- --------------------------- (Common stock (npv)) 13,916,557 SILVERADO GOLD MINES LTD. CONSOLIDATED BALANCE SHEETS (EXPRESSED IN U.S. DOLLARS) (UNAUDITED) As at May 31, November 30, 1999 1998 ------------- --------------
Assets Current Assets Cash $ 1,827 $ -- Gold inventory 8,847 23,448 Accounts receivable 1,690 3,760 -------------- -------------- 12,364 27,208 Mineral Properties and Development 1,600,000 1,600,000 Buildings, Plant and Equipment 3,107,938 3,114,785 Less accumulated depreciation (1,441,412) (1,289,883) -------------- ------------- 1,666,526 1,824,902 Deferred Financing Fees (net of amortization of $180,038: 1998-$161,438) 5,962 24,562 -------------- ------------- $ 3,284,852 $ 3,476,672 ============== ============= Liabilities and Shareholders' Equity Current Liabilities Bank indebtedness $ -- $ 4,396 Accounts payable and accrued liabilities 942,005 904,568 Loans payable 135,000 -- Mineral claims payable 338,500 342,000 Convertible debenture 2,000,000 2,000,000 -------------- ------------- 3,415,505 3,250,964 Shareholders' Equity Share capital Authorized: 100,000,000 common shares Issued and outstanding: May 31, 1999 - 13,916,557 shares 44,347,955 44,074,920 November 30, 1998 - 10,997,890 shares Deficit (44,478,608) (43,849,212) -------------- ------------- (130,653) 225,708 $ 3,284,852 $ 3,476,672 ============== ============== See accompanying notes to consolidated financial statements.
SILVERADO GOLD MINES LTD. CONSOLIDATED STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT Six month ended (EXPRESSED IN U.S. DOLLARS) (UNAUDITED) May 31, May 31, 1999 1998 --------------- ---------------
Revenue from gold sales ..................................... $ 15,859 $ 25,542 Less mining and processing costs .......................... 14,601 26,884 --------------- --------------- Loss from Operations ........................................ 1,258 (1,342) Mineral properties and development expenditures ............. 246,316 -- Administrative expenditures ................................. 384,338 2,204,745 Loss for the period ......................................... (629,396) (2,206,087) Accumulated deficit at beginning of the period .............. (43,849,212) (26,910,309) --------------- --------------- Accumulated deficit at end of the period .................... $ (44,478,608) $ (29,116,396) --------------- --------------- Loss per share .............................................. $ (0.048 $ (0.27) --------------- --------------- See accompanying notes to consolidated financial statements. Three Months Ended May 31, May 31, 1999 1998 --------------- --------------- Revenue from gold sales ..................................... $ -- $ 11,819 Less mining and processing costs .......................... -- 10,652 --------------- --------------- Gain (loss) from Operations ................................. -- 1,167 Mineral properties and development expenditures ............. 71,305 -- Administrative Expenditures ................................. 150,212 1,683,069 Loss for the period ......................................... (221,517) (1,681,902) Accumulated deficit at beginning of the period .............. (44,257,091) (27,434,494) --------------- --------------- Accumulated deficit at end of the period .................... $ (44,478,608) $ (29,116,396) --------------- --------------- Loss per share .............................................. $ (0.017) $ (0.20) --------------- --------------- See accompanying notes to consolidated financial statements.
SILVERADO GOLD MINES LTD. CONSOLIDATED STATEMENTS OF CASH FLOWS (EXPRESSED IN U.S. DOLLARS) (UNAUDITED) Six month ended May 31, May 31, 1999 1998 --------------- --------------- CASH PROVIDED BY (USED FOR):
Operations: Loss for the year .................................................... $ (629,396) $ (2,206,087) Items not involving cash: Employment contract expense .................................... -- 448,315 Depreciation ................................................... 153,029 243,134 Amortization of deferred financing fees ........................ 18,600 18,600 Loss on disposal of buildings, plant and equipment ............. -- 51,715 Changes in non-cash operating working capital: Decrease (increase) in accounts receivable ..................... 2,070 (1,703) Decrease in gold inventory ..................................... 14,601 24,885 Increase in prepaid expenses paid to related parties ........... -- (314,885) Decrease in mineral claim payable .............................. (3,500) -- Increase in accounts payable and accrued liabilities ........... 37,437 36,215 --------------- --------------- (407,159) (1,699,811) Financing: Shares issued for cash ......................................... 273,035 258,500 Decrease in payable to related parties ......................... -- 464,041 Increase in loans payable ...................................... 135,000 75,000 Decrease in capital lease obligation ........................... -- (91,490) --------------- --------------- 408,035 706,051 Investments: Mineral claims and options expenditures, net of recoveries ..... -- 61,241 Deferred exploration and development expenditures .............. -- 317,547 Proceeds from sale of equipment ................................ 5,347 611,300 Purchases of equipment ......................................... -- (1,220) --------------- --------------- 5,347 988,868 Increase (decrease) in cash .......................................... 6,223 (4,892) Cash (bank indebtedness) at beginning of the period .................. (4,396) 20,914 --------------- --------------- Cash at end of the period ............................................ $ 1,827 $ 16,022 =============== =============== Supplemental cash flow information Interest paid .................................................. $ -- $ 80,000 --------------- --------------- Issue of shares for purchase of mineral property, a non-cash investing activity not reflected in the Statements of Cashflows $ -- $ 384,000 --------------- --------------- See accompanying notes to consolidated financial statements.
SILVERADO GOLD MINES LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS) (UNAUDITED) MAY 31, 1999 1. Basis of Presentation The financial information at May 31, 1999 and for the three month period ended May 31, 1999 and May 31, 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 May 31, 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 May 31, 1999 and May 31, 1998, gold is valued at net realizable value. 3. Mineral Properties and Development Mineral claims and options are valued at the net realizable value. Exploration and development expenditures are expensed as incurred. The Company has allowed the French Peak property claims to lapse. 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: MAY 31, NOVEMBER 30, 1999 1998 -------------- ------------- Accounts payable $ 519,339 $ 561,902 Accrued interest 226,666 146,666 Accrued reclamation expenses 196,000 196,000 ============== ============= $ 942,005 $ 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 May 31, 1999, amounting to $226,666 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 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 on May 31, 1999, warrants for 55,000 common shares exercisable until September, 1999 at an exercise price of $0.17; warrants for 500,000 common shares exercisable until March, 2000 at an exercise price of $0.22; warrants for 556,667 common shares exercisable until June, 2000 at an exercise price of $0.07; warrants for 866,667 common shares exercisable until December, 2000 at an exercise price of $0.20 (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 The Company's convertible callable debenture for $2,000,000 with interest of $240,000 vested on July 2, 1999. The Company is currently in negotiations to restructure its obligation. - ------------------------------------------------------------------------------- Item 2. 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. Six Months 1999 vs. 1998 The Company continued to engage in limited exploration activities during the second quarter of 1999 It received some revenue from sales of existing gold inventory, but received most of its cash from issuance of common shares. Current assets decreased to reflect the decrease in inventory during the quarter, while Buildings, Plant and Equipment were reduced reflecting the sale of equipment. Current liabilities increased as a function of an increase in short-term borrowing. Administrative expenses were reduced reflecting the reduced level of activity. Current expenditures on property development amounted to $246,316. Liquidity and Capital Resources at May 31, 1998 During the first six months of 1998 the Company received cash from a private placement of 800,000 common shares, and from the execution of 2,052,000 warrants for common shares previously issued. At May 31, 1999, the Company's cash position remained relatively unchanged at $1,827 as it continued to incur limited expenses. Results of Operations (a) Nolan Gold Project At the 100% owned Nolan Gold Project in northern Alaska, the Company has resumed its mining activities on known gold bearing zones defined in exploration and development programs conducted in 1998. The Company has prepared operations for gold recovery for the third quarter of this year. (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. - ------------------------------------------------------------------------------ PART II - OTHER INFORMATION Item 4 None. Item 5 Other Information. None. Item 6 Exhibits and Reports on Form 8-K. During the quarter ended May 31, 1999, the Company filed a Form 8-K on May 3,1999, for an Item 9 Sales of Equity Securities Pursuant to Regulation S. 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) 0000731727 Silverado Gold Mines Ltd. 6-mos Nov-30-1999 Dec-1-1998 May-31-1999 1,827 0 1,690 0 8,847 12,364 3,107,938 (1,441,412) 3,284,852 3,415,505 0 0 0 44,347,955 (44,478,608) 3,284,852 15,859 15,859 14,601 14,601 630,654 0 0 (629,396) 0 0 0 0 0 (629,396) (0) 0
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