-----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, BxH3oVs6nGSha4JorZvQkZgMi5D9l85U9gdly4NCLZVRRg9rdUGDOFSSwu009n2B zozlxi43If+OCBsqYsm+fA== 0001085037-00-000099.txt : 20000417 0001085037-00-000099.hdr.sgml : 20000417 ACCESSION NUMBER: 0001085037-00-000099 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000229 FILED AS OF DATE: 20000414 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: 600807 BUSINESS ADDRESS: STREET 1: 1111 WEST GEORGIA ST STREET 2: SUITE 505 CITY: VANCOUVER STATE: A1 BUSINESS PHONE: 6046891535 MAIL ADDRESS: STREET 1: 1111 WEST GEORGIA ST STREET 2: SUITE 505 CITY: VANCOUVER STATE: A1 FORMER COMPANY: FORMER CONFORMED NAME: SILVERADO MINES LTD DATE OF NAME CHANGE: 19940722 10-Q 1 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 29, 2000 --------------------- 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 98 -0045034 - ------------------------------------- ------------------------- (State or other jurisdiction (I.R.S. Employer I.D. No) of incorporation or organization) 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 April 10, 2000 - ---------------------------------- ------------------------------ (Common stock (npv)) 25,089,891
SILVERADO GOLD MINES LTD. CONSOLIDATED BALANCE SHEETS (EXPRESSED IN U.S. DOLLARS) (UNAUDITED) AS AT FEBRUARY 29, NOVEMBER 30, 2000 1999 ------------------- ------------------- Assets Current Assets Gold inventory. . . . . . . . . . . . . . . . . . . . . . . $ 10,567 $ 10,567 Accounts receivable . . . . . . . . . . . . . . . . . . . . 86,741 79,935 97,308 90,502 Mineral Properties and Development, net . . . . . . . . . . . 1,224,200 1,224,200 Buildings, Plant and Equipment. . . . . . . . . . . . . . . . 2,982,608 2,982,608 Less accumulated depreciation . . . . . . . . . . . . . . . (1,627,976) (1,538,322) ------------------- ------------------- 1,354,632 1,444,286 $ 2,676,140 $ 2,758,988 ------------------- ------------------- Liabilities and Shareholders' Equity Current Liabilities Bank indebtedness . . . . . . . . . . . . . . . . . . . . . $ 47,235 $ 2,385 Accounts payable and accrued liabilities (note 5) . . . . . 1,338,720 1,162,023 Loans payable . . . . . . . . . . . . . . . . . . . . . . . 49,130 49,130 Mineral claims payable. . . . . . . . . . . . . . . . . . . 286,500 286,500 Convertible debenture, current portion. . . . . . . . . . . 2,000,000 2,000,000 ------------------- ------------------- 3,721,585 3,500,038 Long Term Liabilities Convertible debenture (Note 6). . . . . . . . . . . . . . . 75,000 75,000 Shareholders' Equity Share capital Authorized: 100,000,000 common shares Issued and outstanding: February 29, 2000 - 15,873,224 shares . . . . . . . . . . 44,454,365 44,454,365 November 30, 1999 - 15,873,224 shares Shares to be issued . . . . . . . . . . . . . . . . . . . . 72,333 28,188 Deficit . . . . . . . . . . . . . . . . . . . . . . . . . . (45,647,143) (45,298,603) (1,120,445) (816,050) ------------------- ------------------- $ 2,676,140 $ 2,758,988 ------------------- ------------------- See accompanying notes to consolidated financial statements.
SILVERADO GOLD MINES LTD. CONSOLIDATED STATEMENTS OF CASH FLOWS (EXPRESSED IN U.S. DOLLARS) (UNAUDITED) THREE MONTHS ENDED FEBRUARY 29, FEBRUARY 28, 2000 1999 -------------------------- -------------------- CASH PROVIDED BY (USED FOR): Operations: Loss for the period . . . . . . . . . . . . . . . . . . . . . . . $ (348,540) $ (407,879) Items not involving cash: Depreciation. . . . . . . . . . . . . . . . . . . . . . . . . . 89,654 75,694 Amortization of deferred financing fees . . . . . . . . . . . . - 9,300 Changes in non-cash operating working capital: Increase in accounts receivable . . . . . . . . . . . . . . . . (6,806) (4,083) Decrease in gold inventory. . . . . . . . . . . . . . . . . . . - 14,601 Decrease (increase) in prepaid expenses paid to related parties - 94,360 Increase in accounts payable and accrued liabilities. . . . . . 176,697 1,027 -------------------------- -------------------- (88,995) (216,980) Financing: Bank indebtedness . . . . . . . . . . . . . . . . . . . . . . . . 47,235 - Shares issued for cash. . . . . . . . . . . . . . . . . . . . . . - 129,600 Share subscriptions received. . . . . . . . . . . . . . . . . . . 44,145 - Increase in loans payable . . . . . . . . . . . . . . . . . . . . - 88,795 -------------------------- -------------------- 91,380 218,395 Investments: Proceeds from sale of equipment . . . . . . . . . . . . . . . . . - 6,846 -------------------------- -------------------- - 6,846 Increase (decrease) in cash . . . . . . . . . . . . . . . . . . . . 2,385 8,261 Cash (bank indebtedness) at beginning of the period . . . . . . . . (2,385) (4,396) -------------------------- -------------------- Cash at end of the period . . . . . . . . . . . . . . . . . . . . . - $ 3,865 -------------------------- -------------------- See accompanying notes to consolidated financial statements.
SILVERADO GOLD MINES LTD. CONSOLIDATED STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT (EXPRESSED IN U.S. DOLLARS) (UNAUDITED) THREE MONTHS ENDED FEBRUARY 29, FEBRUARY 28, 2000 1999 ---------------------- --------------------- Revenue from gold sales. . . . . . . . . . . . . . . . . . . $ - $ 15,859 Less mining and processing costs . . . . . . . . . . . . . - 14,600 ---------------------- --------------------- Loss from Operations . . . . . . . . . . . . . . . . . . . . - 1,259 Exploration and development expenditures . . . . . . . . . . - 175,011 Administrative expenditures. . . . . . . . . . . . . . . . . 348,540 234,127 ---------------------- --------------------- Loss for the period. . . . . . . . . . . . . . . . . . . . . (348,540) (407,879) Accumulated deficit at beginning of the period . . . . . . . (45,298,603) (43,161,796) ---------------------- --------------------- Accumulated deficit at end of the period . . . . . . . . . . $ (45,647,143) $ (43,569,675) ---------------------- --------------------- Loss per share . . . . . . . . . . . . . . . . . . . . . . . (0.02) (0.04) ---------------------- --------------------- See accompanying notes to consolidated financial statements.
SILVERADO GOLD MINES LTD. CONSOLIDATED STATEMENTS OF CHANGES IN SHARE CAPITAL EXPRESSED IN U.S. DOLLARS YEARS ENDED NOVEMBER 30, 1999, 1998, AND 1997 UNAMORTIZED ADVANCES TO RELATED STOCK PARTIES SECURED BY NUMBER OF SHARE COMPENSATION COMMON SHARES SHARES CAPITAL EXPENSE IN THE COMPANY ------------ ----------- ---------- ---------------- Balance at November 30, 1996 . . . . . . . . . . . . . . . . . . 56,406,493 $38,651,294 $ - $ - ------------ ----------- ---------- ---------------- Year ended November 30, 1997 Shares issued: Share split. . . . . . . . . . . . . . . . . . . . . . . . . 4,934,725 - On exercise of contract employee share options . . . . . . . 3,390,000 487,500 On exercise of warrants. . . . . . . . . . . . . . . . . . . 600,000 102,000 Private placements for cash. . . . . . . . . . . . . . . . . 14,181,000 2,863,229 Private placement for consulting services: . . . . . . . . . 500,000 For cash . . . . . . . . . . . . . . . . . . . . . . 500 For consulting services. . . . . . . . . . . . . . . 169,500 Fair value of share options granted to contract employees. . . 771,389 Fair value of share options granted to consultants . . . . . . 39,008 Stock compensation cost. . . . . . . . . . . . . . . . . . . . (151,612) Advances to related parties. . . . . . . . . . . . . . . . . . (480,236) ------------ ----------- ---------- ---------------- 23,605,725 4,433,126 (151,612) (480,236) ------------ ----------- ---------- ---------------- Balance as at November 30, 1997. . . . . . . . . . . . . . . . . 80,012,218 43,084,420 (151,612) (480,236) ------------ ----------- ---------- ---------------- Year ended November 30, 1998 Share consolidation. . . . . . . . . . . . . . . . . . . . . . (72,010,996) Shares issued: On exercise of warrants for cash . . . . . . . . . . . . . . 255,000 216,200 Private placements for cash. . . . . . . . . . . . . . . . . 2,446,668 372,600 Private placement for consulting services: . . . . . . . . . 125,000 112,500 Fair value of shares issued for mineral property . . . . . . . 170,000 289,200 Amortization of stock compensation . . . . . . . . . . . . . . 151,612 Cash received on sale of common shares by related party. . . . 225,448 Uncollected balance recorded as a receivable allowance . . . . 254,788 ------------ ----------- ---------- ---------------- (69,014,328) 990,500 151,612 480,236 ------------ ----------- ---------- ---------------- Balance as at November 30, 1998. . . . . . . . . . . . . . . . . 10,997,890 44,074,920 - - ------------ ----------- ---------- ---------------- Year ended November 30, 1999 Shares issued: On exercise of warrants for cash . . . . . . . . . . . . . . 4,008,667 250,050 Private placements for cash. . . . . . . . . . . . . . . . . 866,667 129,395 ------------ ----------- ---------- ---------------- 4,875,334 379,445 - - ------------ ----------- ---------- ---------------- Balance as at November 30, 1999. . . . . . . . . . . . . . . . . 15,873,224 $44,454,365 $ - $ - ------------ ----------- ========== ================ Balance as at Feb 29, 2000 Shares issued: On exercise of warrants for cash - $ - ------------ ----------- Balance as at Feb 29, 2000 . . . . . . . . . . . . . . . . . . . 15,873,224 $44,454,365 ------------ ----------- See accompanying notes to the consolidated financial statements.
SILVERADO GOLD MINES LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS) (UNAUDITED) FEBRUARY 29, 2000 1. BASIS OF PRESENTATION The consolidated financial statements as at February 29, 2000 and for the three month period ended February 29, 2000 and February 28, 1999 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 period. These consolidated financial statements are presented in accordance with United States generally accepted accounting principles. The results of operations for the three month period ended February 29, 2000 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 and estimated net realizable value. At February 29, 2000 and February 28, 1999, gold is valued at net realizable value. 3. MINERAL PROPERTIES AND DEVELOPMENT The Company confines its exploration activities to areas from which gold has previously been produced or to properties which are contiguous to such areas and have demonstrated mineralization. Accordingly, the Company capitalizes the costs of acquiring mineral claims until such time as the properties are placed into production or abandoned. At that time, costs are amortized on a units of production basis or written off. The Company is in arrears of required mineral claims and option payments for certain of its mineral properties at February 29, 2000, in the amount of $286,500 (Nov. 30/99 $286,500). 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.
Accounts payable and accrued liabilities are delineated in the following table: NOVEMBER 30, FEBRUARY 29, 2000 1999 ---------------------------- ---------------- Accounts payable $ 792,303 $ 659,356 Accrued interest 350,417 306,667 Accrued reclamation expenses 196,000 196,000 ---------- ---------- $1,338,720 $1,162,023 ========== ==========
SILVERADO GOLD MINES LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS) (UNAUDITED) FEBRUARY 29, 2000 6. CONVERTIBLE DEBENTURE In July, 1994, the Company issued a convertible callable debenture for $2,000,000 with interest payable at the rate of 8.0% per annum on December 31, and June 30, each year. The debenture is unsecured and was due on July 2, 1999. The Company has not made required interest payments of $320,000 to December 31, 1999. Total interest payable at February 29, 2000, amounting to $ 346,666 has been recorded as a current liability. The Company was granted a deferral of these payments based on monthly progress updates until financing is in place. The Company is currently in negotiations to restructure its obligation. On February 15, 1999, the Company issued a convertible debenture for U.S.$75,000 with interest payable at the rate of 5% per annum on March 1 of each year. The debenture is due on February 28, 2002. Total interest payable at February 29, 2000 amounts to $3,750. 7. SHARE CAPITAL (A) DIRECTOR AND EMPLOYEE OPTIONS. The Company has 3,500,000 outstanding options to acquire common shares with an exercise price of $0.10 per share until December 1, 2004, in accordance with the terms and conditions of its December 12, 1994, Stock Option Plan. (B) WARRANTS. The Company has 3,366,667 warrants outstanding to purchase common shares at prices in the range of $0.04 TO $2.20. On February 8, the Company entered into an agreement with a warrant holder to amend the number of warrants available for exercise. The warrant holder exercised on March 8, 2000 the 2,000,000 share purchase warrant exercisable AT $0.04 PER common share for gross proceeds of $80,000. On March 14, 2000, the Company issued 1,400,000 units at $0.05 per unit by way of a private placement for gross proceeds of $70,000. Each unit consists of one common share and one share purchase warrant. Each share purchase warrant entitles the holder to acquire an additional common share at an exercise price of $0.10 for a two-year period. On March 15, 2000, the company issued 866,667 common shares on exercise of share purchase warrants. Proceeds were received prior to February 29, 2000. (C) OTHER SHARE TRANSACTIONS. The Company has reserved 295,192 common shares for issuance upon the potential conversion of the convertible debentures. 8. COMMITMENTS 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 $122,000 (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 February 8, the Company entered into an agreement with a warrant holder to amend the number of warrants available for exercise. The warrant holder exercised on March 8, 2000 the 2,000,000 share purchase warrant exercisable at $0.0.04 per common share for gross proceeds of $80,000. SILVERADO GOLD MINES LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS) (UNAUDITED) FEBRUARY 29, 2000 On March 8, 2000, the Company issued 1,750,000 units at $0.04 per unit by way of a private placement for gross proceeds of $70,000. Each unit consists of one common share and one share purchase warrant. Each share purchase warrant entitles the holder to acquire an additional common share at an exercise price of $0.08 for a two-year period. On March 14, 2000, the Company issued 1,400,000 units at $0.05 per unit by way of a private placement for gross proceeds of $70,000. Each unit consists of one common share and one share purchase warrant. Each share purchase warrant entitles the holder to acquire an additional common share at an exercise price of $0.10 for a two-year period. On March 16, 2000, the Company entered into an agreement with a warrant holder to amend the number of warrants available for exercise. The warrant holder exercised 500,000 of the share purchase warrant, exercisable at $0.22 per common share for gross proceeds of $110,000. On March 21, 2000, the Company granted 350,000 options to acquire common shares with an exercise price of $0.35 per share exercisable until December 1, 2004, in accordance with the terms and conditions of its December 12, 1994, Stock Option Plan. On March 22, 2000, the Company issued 1,000,000 shares at $0.10 per share by way of a private placement for gross proceeds of $100,000. On March 28, 2000, the Company issued 700,000 units at $0.20 per unit by way of a private placement for gross proceeds of $140,000. Each unit consists of one common share and one share purchase warrant. Each share purchase warrant entitles the holder to acquire an additional common share at an exercise price of $0.40 for a two-year period. 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. THREE MONTHS 2000 V. 1999 - ----------------------------- The Company continued its work on a new fuel process as well as engineering and planning for summer gold production and development at its Nolan gold mine. $44,145 in cash was received for share subscriptions. Expenditures during the three months ended February 29, 2000 were $348,540 slightly down from $409,138 in the comparable period. SILVERADO GOLD MINES LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS) (UNAUDITED) FEBRUARY 29, 2000 LIQUIDITY AND CAPITAL RESOURCES AT FEBRUARY 29, 2000 - ----------------------------------------------------------- During the first three months of 2000 the Company received cash of $44,145 from share subscriptions. The Company has a working capital deficiency of $3,624,277 at February 29, 2000 compared to $3,409,536 at November 30, 1999. RESULTS OF OPERATIONS - ----------------------- (A) At the 100% owned Nolan property in arctic Alaska, the Company has completed its development plans for the deep Nolan channel. Also plans are complete for the open-cut mining and gold extraction to take place this summer and fall from a rich tract of gold bearing ground called Workman's Bench. Work in this area last fall disclosed gold bearing gravel over an extensive area. (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. - ------- -------------------------------------- Exhibits (27) Financial Data Schedule 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 FINANCIAL DATA SCHEDULE
5 1 3-MOS NOV-30-1999 DEC-01-1999 FEB-29-2000 0 0 86741 0 10567 97308 2982608 (1627976) 1354632 3721585 0 0 0 44454365 0 2676140 0 0 0 0 348540 0 0 (348540) 0 0 0 0 0 (348540) (.02) 0
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