-----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, VSWVDt6IOyP0/q2IYMIjLzo1a1lukMTWcPzvYsWF4+DzrLz+g1TyTjDA+l/WbbQ5 4ludt7JelcU4I8zDsphYYw== 0001085037-01-500150.txt : 20010717 0001085037-01-500150.hdr.sgml : 20010717 ACCESSION NUMBER: 0001085037-01-500150 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010531 FILED AS OF DATE: 20010716 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: 1682012 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 silver10q.htm QUARTER ENDED MAY 31, 2001 Financial Statements of

FORM 10-Q

UNITED STATES
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 QUARTERLY PERIOD ENDED May 31, 2001

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 [ ]

 

SILVERADO GOLD MINES LTD.

Consolidated Balance Sheets
(Expressed in United States Dollars)

 

May 31,
2001

November 30,
2001

 

(unaudited)

 

Assets

   

Current assets:

   

Cash

$34,638

$-

Gold inventory

17,179

18,750

Accounts receivable

7,846

5,856

 

59,663

24,606

     

Mineral properties (note 2)

1,209,529

1,209,529

     

Buildings, plant and equipment

2,982,574

2,982,608

Accumulated depreciation

(2,039,640)

(1,891,048)

 

942,934

1,091,560

     
 

$2,212,126

$2,325,695

     

Liabilities and Stockholders' Deficiency

   
     

Current liabilities:

   

Bank indebtedness

$-

$3,007

Accounts payable and accrued liabilities

814,625

1,213,503

Loans payable secured by gold inventory

36,051

36,651

Mineral claims payable

366,500

366,500

Due to related party (note 3)

211,631

111,776

Debentures, current portion (note 2)

383,378

-

Convertible debenture, current portion (note 2)

505,000

2,000,000

 

2,317,185

3,731,437

     

Debentures (note 2)

1,533,511

-

     

Convertible debenture

75,000

75,000

     

Stockholders' deficiency:

   

Common stock:

Authorized: 100,000,000 common shares

Issued and outstanding:

May 31, 2001 - 36,249,891 shares;
November 30, 2000 - 30,589,891

46,339,977

45,669,977

Share subscriptions received

-

20,000

Accumulated deficit

(48,053,547)

(47,170,719)

 

(1,713,570)

(1,480,742)

     
 

$2,212,126

$2,325,695

Continuing operations (note 2)

Contingencies (notes 2 and 5)

Subsequent events (note 6)

 

See accompanying notes to unaudited consolidated financial statements.

 

 

SILVERADO GOLD MINES LTD.

Consolidated Statements of Operations
(Expressed in United States Dollars)

 

Six months
ended
May 31,
2001

Six months
ended
May 31,
2000

 

(unaudited)

(unaudited)

     

Revenue from gold sales

$1,655

$-

     

Mining and processing costs

71,677

-

     

Loss before the undernoted

70,022

-

     

Other expenses:

   

Accounting and audit

22,878

2,175

Advertising and promotion

92,178

42,653

Depreciation

148,592

176,189

General exploration

16,374

16,077

Interest on convertible debentures

122,102

83,750

Legal

29,647

30,749

Loss (gain) on foreign exchange

3,368

(9,668)

Management services from related party

97,334

235,437

Office expenses

107,454

90,540

Other interest and bank charges

1,838

2,094

Reporting and investor relations

21,790

-

Research

149,251

81,338

 

812,806

751,334

     

Loss and comprehensive loss for the period

$(882,828)

$(751,334)

     

Loss per share - basic and diluted

$(0.03)

(0.03)

Weighted average number of common shares outstanding

32,854,122

23,065,978

SILVERADO GOLD MINES LTD.

Consolidated Statements of Operations
(Expressed in United States Dollars)

 

Three months
ended
May 31,
2001

Three months
ended
May 31,
2000

 

(unaudited)

(unaudited)

     

Revenue from gold sales

$-

$-

     

Mining and processing costs

31,017

-

     

Loss before the undernoted

31,017

-

     

Other expenses:

   

Accounting and audit

13,021

2,175

Advertising and promotion

92,178

40,706

Depreciation

74,296

85,630

General exploration

10,088

16,077

Interest on convertible debentures

81,164

43,750

Legal

14,934

11,089

Loss (gain) on foreign exchange

3,562

(29,238)

Management services from related party

57,412

70,939

Office expenses

74,282

79,222

Other interest and bank charges

617

1,106

Reporting and investor relations

17,898

-

Research

75,354

81,338

 

514,806

402,794

Loss and comprehensive loss for the period

(545,823)

$(402,794)

     

Loss per share - basic and diluted

$(0.02)

(0.03)

Weighted average number of common shares outstanding

35,023,478

23,065,978

 

See accompanying notes to unaudited consolidated financial statements.

SILVERADO GOLD MINES LTD.

Consolidated Statements of Cash Flows
(Expressed in United States Dollars)

 

Six months
ended
May 31,
2001

Six months
ended
May 31,
2000

 

(unaudited)

(unaudited)

     

Cash provided by (used in):

   
     

Operating activities:

   

Loss for the period

(882,828)

$(751,334)

Write-down of fixed assets

34

-

Depreciation, an item not involving cash

148,592

176,189

Changes in non-cash operating working capital:

   

Accounts receivable

(1,990)

62,896

Gold inventory

1,571

-

Mineral claims payable

-

(3,625)

Accounts payable and accrued liabilities

23,011

(100,135)

 

(711,610)

(616,009)

Financing activities:

   

Bank indebtedness

(3,007)

(2,385)

Shares issued for cash

650,000

610,000

Repayment of loans payable

(600)

-

Share subscriptions received

-

14,089

Due to related party

99,855

-

 

746,248

621,704

Increase in cash

34,638

5,695

     

Cash, beginning of period

-

-

     

Cash, end of the period

$34,638

$5,695

     

Supplementary cash flow information

   
     

Interest paid

$3,750

$3,750

Non-cash activities not reflected in statements of cash flows:

   

Exchange of convertible debenture for replacement debenture

$1,495,000

-

Exchange of interest payable for replacement debenture

421,889

-

Issue of shares for share subscriptions received in prior periods

 

20,000

 

SILVERADO GOLD MINES LTD.

Consolidated Statements of Cash Flows
(Expressed in United States Dollars)

 

Three months
ended
May 31,
2001

Three months
ended
May 31,
2000

 

(unaudited)

(unaudited)

     

Cash provided by (used in):

   
     

Operating activities:

   

Loss for the period

(545,823)

$(402,794)

Write-down of fixed assets

34

-

Depreciation, an item not involving cash

74,296

85,630

Changes in non-cash operating working capital:

   

Accounts receivable

(2,088)

70,607

Gold inventory

-

-

Mineral claims payable

-

(3,625)

Accounts payable and accrued liabilities

(20,058)

(276,832)

 

(493,639)

(527,014)

Financing activities:

   

Bank indebtedness

-

(47,235)

Shares issued for cash

551,000

579,944

Repayment of loans payable

-

-

Share subscriptions received

-

-

Due to related party

(23,781)

-

 

527,219

532,709

     

Increase in cash

33,580

5,695

Cash, beginning of period

1,058

-

     

Cash, end of the period

$34,638

$5,695

Supplementary cash flow information:

   

Interest paid

$3,750

$3,750

Non-cash activities not reflected in statements of cash flows:

   

Exchange of convertible debenture for replacement debentures

$1,495,000

-

Exchange of interest payable for replacement debentures

421,889

-

Issue of shares for share subscriptions received in prior periods

20,000

-

See accompanying notes to unaudited consolidated financial statements.

SILVERADO GOLD MINES LTD.

Consolidated Statements of Stockholders' Equity (Deficiency)
(Expressed in United States Dollars)

Six months ended May 31, 2001 and years ended November 30, 2000 and 1999

 

Number of common shares

Share
Capital

Share
subscriptions
received

Accumulated deficit

Total

           

Balance, November 30, 1999

15,873,224

$44,454,365

$28,188

$(45,298,603)

$(816,050)

Year ended November 30, 2000

         

Loss for the year

-

-

-

(1,872,116)

(1,872,116)

Shares issued:

         

Private placements for cash

4,276,866

323,091

-

-

323,091

Private placement for
consulting services

1,000,000

100,000

-

-

100,000

Shares issued for
subscriptions received
in prior year

373,134

28,188

(28,188)

-

-

Cash received for shares
to be issued

-

-

20,000

-

20,000

On exercise of warrants for cash

6,716,667

529,333

-

-

529,333

On exercise of options for cash

200,000

20,000

-

-

20,000

On issuance of shares for settlement of accounts payable

200,000

20,000

-

-

20,000

On issuance of shares for settlement of due to related party

1,950,000

195,000

-

-

195,000

 

14,716,667

1,215,612

(8,188)

(1,872,116)

(664,692)

           

Balance, November 30, 2000

30,589,891

45,669,977

20,000

(47,170,719)

(1,480,742)

Loss for the period

-

-

-

(882,828)

(882,828)

Shares issued:

         

On exercise of options

600,000

60,000

-

-

60,000

Shares issued for subscriptions

         

received in prior year

4,418

20,000

(20,000)

 

-

Private placements

855,582

170,000

   

190,000

Exercise of warrants

4,200,000

420,000

   

420,000

 

5,660,000

670,000

-

(882,828)

(232,828)

           

Balance, May 31, 2001 (unaudited)

36,249,891

$46,339,977

$-

$(48,053,547)

$(1,713,570)

 

 

See accompanying notes to unaudited consolidated financial statements.

SILVERADO GOLD MINES LTD.

Notes to Consolidated Financial Statements
(Unaudited)
(Expressed in United States Dollars)

Six months ended May 31, 2001 and May 31, 2000

 

 

1. Basis of presentation:

The unaudited consolidated balance sheet and the unaudited consolidated statements of operations, stockholders' equity (deficiency) and cash flows include the accounts of the Company and its wholly-owned subsidiary company. These statements have been prepared in accordance with United States generally accepted accounting principles for interim financial information. These financial statements comply, in all material respects, with generally accepted accounting principles in Canada.

The accompanying unaudited consolidated financial statements do not include all information and footnote disclosures required under United States or Canadian generally accepted accounting principles. In the opinion of management, all adjustments (consisting solely of normal recurring accruals) considered necessary for a fair presentation of the financial position, results of operations and cash flows as at May 31, 2001 and for all periods presented, have been included. Readers of these financial statements should note that interim results for the six-month periods ended May 31, 2001, and May 31, 2000, are not necessarily indicative of the results that may be expected for the fiscal year as a whole.

These financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's annual report on Form 10-K for the fiscal year ended November 30, 2000.

 

2. Continuing operations:

At May 31, 2001, the Company has a working capital deficiency of $2,257,522, down from $3,706,831 at November 30, 2000, primarily as a result of renegotiating the repayment terms of a portion of the $2,000,000 convertible debentures and related interest. The Company is in arrears of required mineral claims and option payments for certain of its mineral properties at May 31, 2001, in the amount of $366,500 and therefore, the Company's rights to these properties with a carrying value of $315,000 may be adversely affected as a result of these non-payments. The Company understands that it is not in default of the agreements in respect of these properties. The unpaid mineral claims and option payments are included in current liabilities at May 31, 2001.

These financial statements have been prepared on a going concern basis, which assumes the realization of assets and settlement of liabilities in the normal course of business. The application of the going concern concept and the recovery of amounts recorded as mineral properties and buildings, plant and equipment is dependent on the Company's ability to obtain the continued forbearance of certain creditors, to obtain additional financing to fund its operations and acquisition, exploration and development activities, the discovery of economically recoverable ore on its properties, and the attainment of profitable operations. Current uncertainty with regard to these matters raises substantial doubt about the Company's ability to continue as a going concern. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

SILVERADO GOLD MINES LTD.

Notes to Consolidated Financial Statements
(Unaudited)
(Expressed in United States Dollars)

Six months ended May 31, 2001 and May 31, 2000

 

2. Continuing operations (continued):

The Company plans to continue to raise capital through private placements and warrant issues. The Company also plans to option to third parties the Ester Dome and Marshall Dome properties, near Fairbanks, Alaska. No specific third parties have been identified and there can be no certainty that any such parties will be identified in the future. In addition, the Company is exploring other business opportunities including the development of low-rank coal-water fuel as replacement fuel for oil fired industrial boilers and utility generators. The Company has completed negotiations to restructure its $2,000,000 convertible debentures. The replacement debentures and aggregate is $2,564,400 and consists of the original $2,000,000 principal amount plus all accrued interest to March 1, 2001. The debentures bear interest at 8% and mature March 1, 2006. Interest is due and payable on a quarterly basis and principal is payable on a monthly basis. If the Company fails to make any payment of principal or interest, the Company must issue shares equivalent in value to the unpaid amounts, at 20% below the average market price. As at May 31, 2001, $1,495,000 plus $421,889 of accrued interest has been exchanged for replacement debentures. Of its aggregate amount $1,916,889, $383,378 is classified as a current liability and $1,533,511 has been classified as non-current. Remaining convertible debentures of $505,000, plus accrued interest of $126,667 are in default and it is expected that they will be exchanged for replacement debentures.

 

3. Related party transactions:

The Company has had related party transactions with Tri-Con Mining Ltd., Tri-Con Mining Inc., Tri-Con Mining Alaska Inc. (collectively the "Tri-Con Mining Group"); and Anselmo Holdings Ltd., all of which are controlled by a director of the Company.

The aggregate amounts paid to the Tri-Con Group each period by category, including amounts relating to the Grant Mine Project and Nolan properties, for disbursements and for services rendered by the Tri-Con Group personnel working on the Company's projects, and including interest charged on outstanding balance at the Tri-Con Group's borrowing costs are shown below:

 

May 31,
2001

May 31,
2000

     

Operations and field services

$5,662

$-

Exploration and development services

24,436

-

Administrative and management services

84,246

235,437

Research

149,251

81,338

 

$266,595

$316,775

     

Amount of total charges in excess of Tri-Con costs incurred

$58,345

$77,247

     

Excess amount charged as a percentage of actual costs incurred

21.9%

24.4%

 

SILVERADO GOLD MINES LTD.

Notes to Consolidated Financial Statements
(Unaudited)
(Expressed in United States Dollars)

Six months ended May 31, 2001 and May 31, 2000

 

4. Loss per share:

Basic loss per share has been calculated using the weighted average number of common shares outstanding for each period. Loss per share does not include the effect of the potential exercise of options and warrants and the conversion of debentures as their effect is anti-dilutive.

 

5. Litigation:

Range Minerals Corporation has initiated a claim against the Company for $185,665. The lawsuit pertains to required payments covering the Ester Dome Property. The Company has denied the claim of Range Minerals Corporation and has counterclaimed for the return of 50,000 shares and $88,000 previously paid, and such further additional relief as the court may deem to be just and equitable under the circumstances. Management of the Company believes that the claim by Range Minerals Corporation is without merit and the Company will successfully defend itself against the claim. As the outcome and the amount of any loss is not determinable at May 31, 2001, no provision for this litigation has been made in the interim financial statements.

 

6. Subsequent events:

  1. Subsequent to May 31, 2001, the Company issued 516,085 shares at the market price of $0.26 to the holders of the replacement debenture to satisfy the first quarterly payments due May 31, 2001.
  2. Subsequent to May 31,2001 the Company completed a private placement of 666,667 units at a price of $0.15. Each unit consists of one series A common share purchase warrant and one Series B common share purchase warrant. Each series A common share purchase warrant entitles the holder to purchase one common share at a price of $0.25 until November 9, 2001. Each series B common share purchase warrant entitles the holder to purchase one common share at a price of $0.30 until May 9, 2002.
  3. Also subsequent to May 31, 2001 a further $165,000 of the $2,000,000 convertible debentures were exchanged for replacement debentures.

 

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 2001 v. 2000

Loss for the six month period ended May 31, 2001, was $882,828 or $0.03 per share, up from $751,334 or $0.03 per share for the six month period ended May 31, 2000. Loss for the second quarter ended May 31, 2001, was $545,823 or $0.02 per share up from $402,794 for the three month period ended May 31, 2000. Expenditures during the six month period ended May 31, 2001, were $812,806 up from $751,713 for the six month period ended May 31, 2000.

Research expenses of $149,251 were incurred during the six months as the Company continued its work on the new low-rank coal-water fuel process fuel. Research expenses for the quarter were $75,354. The Company also continued engineering and planning work for the final stage of development on a portion of Nolan Creek at its Nolan gold mine resulting in mining and processing costs of $71,667.

The Company has plans to retrofit the Grant Mill as part of a program to create the world's first commercial low-rank coal-water fuel demonstration facility.

The Company continued to maintain its other properties in good standing, pending further exploration and development, subject to the availability of financing.

Liquidity and Capital Resources at May 31, 2001

During the first six months of 2001 the Company received cash of $670,000 from the sale of shares . The Company plans to raise capital through gold sales from its 100% owned Nolan Gold Mine as well as through private placements and warrant issues. The Company has a working capital deficiency of $2,257,522 at May 31, 2001, down from $3,706,831 at November 30, 2000, primarily as a result of renegotiating the repayment terms of a portion of the convertible debentures. The Company has completed negotiations to restructure its $2,000,000 convertible debentures. The replacement debentures are to aggregate $2,564,400 and consist of the original $2,000,000 principal amount plus all accrued interest to March 1, 2001. The replacement debenture bears interest at 8% and matures March 1, 2006. Interest is due and payable on a quarterly basis and principal is payable on a monthly basis. If the Company fails to make any payment of principal or interest, the Company must issue shares equivalent in value to the unpaid amounts, at 20% below the average market price. The $2,000,000 convertible debentures are exchangeable for the replacement debentures and as at May 31, 2001, $1,495,000 plus $421,889 of accrued interest has been exchanged.

The financial statements have been prepared on a going concern basis, which assumes the realization of assets and settlement of liabilities in the normal course of business. The application of the going concern concept and the recovery of amounts recorded as mineral properties and buildings, plant and equipment is dependent on the Company's ability to obtain the continued forbearance of certain creditors, to obtain additional financing to fund its operations and acquisition, exploration and development activities, the continued discovery of economically recoverable ore on its properties, and the attainment of profitable operations. Current uncertainty with regard to these matters raises substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The Company plans to continue to raise capital through private placements and warrant issues. The Company also plans to option to third parties the Ester Dome and Marshall Dome properties, near Fairbanks, Alaska. No specific third parties have been identified. In addition, the Company is exploring other business opportunities including the development of low-rank coal-water fuel as replacement fuel for oil fired industrial boilers and utility generators.

.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

None.

PART II - OTHER INFORMATION

Item 1 Legal Proceedings

Range Minerals Corporation has initiated a claim against the Company for $185,665. The lawsuit pertains to required payments covering the Ester Dome Property. The Company has denied the claim of Range Minerals Corporation and has counter-claimed for the return of 50,000 shares and $88,000 previously paid, and such further additional relief as the court may deem to be just and equitable under the circumstances. Management of the Company believes that the claim by Range Minerals Corporation is without merit and the Company will defend itself against the claim. As the outcome and the amount of any loss is not determinable at May 31, 2001, no provision for this litigation has been made in the interim financial statements.

Item 2 Changes in Securities and Use of Proceeds.

None

Item 3 Default Upon Senior Securities

The Company has completed negotiations to restructure its $2,000,000 convertible debentures. The replacement debentures and aggregate is $2,564,400 and consists of the original $2,000,000 principal amount plus all accrued interest to March 1, 2001. The debentures bear interest at 8% and mature March 1, 2006. Interest is due and payable on a quarterly basis and principal is payable on a monthly basis. If the Company fails to make any payment of principal or interest, the Company must issue shares equivalent in value to the unpaid amounts, at 20% below the average market price. As at May 31, 2001, $1,495,000 plus $421,889 of accrued interest has been exchanged for replacement debentures. Of its aggregate amount $1,916,889, $383,378 is classified as a current liability and $1,533,511 has been classified as non-current. Remaining convertible debentures of $505,000, plus accrued interest of $126,667 are in default and it is expected that they will be exchanged for replacement debentures.

Item 4 Submission of Matters to a Vote of Security Holders

None.

Item 5 Other Information

None.

Item 6 Exhibits and Reports on Form 8-K

None.

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

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