-----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, L9WBAVVBOtCBZ/aKyfNmv+kIfI9iC7RWbpi72w33tqX6iBY2FgWQq09RgwSpwXMI TJKEM0Fy9mIa2AmZvKktCw== 0000933157-98-000006.txt : 19980819 0000933157-98-000006.hdr.sgml : 19980819 ACCESSION NUMBER: 0000933157-98-000006 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980630 FILED AS OF DATE: 19980814 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROYAL SILVER MINES INC CENTRAL INDEX KEY: 0000933157 STANDARD INDUSTRIAL CLASSIFICATION: 1000 IRS NUMBER: 870306609 STATE OF INCORPORATION: UT FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-25170 FILM NUMBER: 98689636 BUSINESS ADDRESS: STREET 1: 10220 N NEVADA STREET 2: SUITE 207 CITY: SPOKANE STATE: WA ZIP: 99218 BUSINESS PHONE: 5094663144 MAIL ADDRESS: STREET 1: 10220 N NEVADA STREET 2: STE 230 CITY: SPOKANE STATE: WA ZIP: 99218 FORMER COMPANY: FORMER CONFORMED NAME: CONSOLIDATED ROYAL MINES INC DATE OF NAME CHANGE: 19950908 10-Q 1 1 __________________________________________________________________ __________________________________________________________________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: June 30, 1998 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM: __________________________________ Commission File Number: 0-25170 ---------------------------------- ROYAL SILVER MINES, INC. (Exact name of registrant as specified in its charter) UTAH 87-0306609 (State or other jurisdiction of (I.R.S. Employer Incorporation or organization) Identification Number) 10220 North Nevada Suite 270A Spokane, Washington 99218 (Address of Principal Executive Offices, including Zip Code) (509) 466-3144 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such 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 [ ] The number of shares outstanding at June 30, 1998: 18,585,065 shares. ___________________________________________________________________ ___________________________________________________________________ 2 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS OF ROYAL SILVER MINES, INC. (Hereinafter referred to as Registrant or Company) Condensed financial statements, and an accompanying independent accountants' report, are filed as part of this Quarterly Report at pages 1 to 28. In management's opinion, these financial statements present fairly in all material respects Registrant's financial condition and changes in condition as of June 30, 1998 and September 30, 1997, and the results of operations, stockholders' equity and cash flows for the nine months ended June 30, 1998 and 1997, and from inception on February 17, 1994 through June 30, 1998, in conformance with generally accepted accounting principles. The accompanying financial statements consolidate the financial statements of Celebration Mining Company and Royal Silver Mines, Inc. due to the Reorganization discussed in Note 1 of the financial statements following this Report. All significant intercompany accounts and transactions have been eliminated. Also, the consolidation required a change in fiscal year-end, from November 30 (Celebration) to September 30 (Royal). The financial statements account for the Reorganization using the purchase method of accounting (see Note 1 to the financial statements). Celebration is treated as the acquiring company for financial reporting purposes because its shareholders constitute greater than 50 percent of the combined shareholder group. In conformity with generally accepted accounting principles and the Company's accounting policy, Celebration is recognized as the predecessor entity. Consequently, Celebration's assets and liabilities were not adjusted in the accompanying financial statements. The financial statements for the period from the inception of Celebration on February 17, 1994 to November 30, 1994 ("Fiscal 1994") do not include the balance sheet data or results of operations of Consolidated Royal Mines, Inc. The accompanying financial statements represent the activities of Royal Silver Mines and Celebration, but are not considered consolidated financial statements since Royal Silver is the successor to Celebration. As discussed in greater detail under Item 2 below, a substantial portion of Registrant's assets consist of investments in mineral properties for which additional exploration is required to determine if they contain ore reserves that are economically recoverable. The realization of these investments is contingent to large extent upon the success of Registrant's property transactions as a whole, the existence of economically recoverable reserves, the ability of the Company to obtain financing or make other arrangements for development, and upon future profitable production. Accordingly, the accompanying financial statements make no provision for any asset impairment or other adjustment that might result from the outcome of this uncertainty. 3 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES. There is considerable risk in any mining venture, and there can be no assurance that the Company's operations will be successful or profitable. Exploration for commercially mineable ore deposits is highly speculative and involves risks greater than those involved in the discovery of mineralization. Mining companies use the evaluation work of professional geologists, geophysicists, and engineers in determining whether to acquire an interest in a specific property, or whether or not to commence exploration or development work. These estimates are not always scientifically exact, and in some instances result in the expenditure of substantial amount of money on a property before it is possible to make a final determination as to whether or not the property contains economically minable ore bodies. The economic viability of a property cannot be finally determined until extensive exploration and development work, plus a detailed economic feasibility study, has been performed. Also, the market prices for mineralization produced are subject to fluctuation and uncertainty, which may negatively affect the economic viability of properties on which expenditures have been made. During the development stage of the Company, from inception to June 30, 1998, the Company accumulated a deficit of $4,083,112. At June 30, 1998, $3,177,148 of the Company's total assets of $7,112,162 were investments in mineral properties and $1,500,000 of the Company's assets is an investment in Grand Central Silver Mines, Inc., a minerals exploration company traded on NASDAQ. Additional exploration is required to substantiate or determine whether these mineral properties contain ore reserves that are economically recoverable. The realization of these investments is dependent upon the success of future property sales, the existence of economically recoverable reserves, the ability of the Company to obtain financing, the Company's success in carrying out its present plans or making other arrangements for development, and upon future profitable production. The ultimate outcome of these investments cannot be determined at this time; accordingly, no provision for any asset impairment that may result, in the event the Company is not successful in developing or selling these properties, has been made in the Company's financial statements. LIQUIDITY AND CAPITAL RESOURCES. The Company currently has no revenues but, as explained above, has an accumulated deficit. Although it has recurring losses from operations, the Company has increased its operating capital and improved its financial condition and ability. Regarding its losses from operations, the Company cannot assure that it will be able to fully carry out its plans as budgeted without additional operating capital. At June 30, 1998, the Company had working capital of $464,724. This amount represents some deterioration from the working capital of $671,355 at September 30, 1997. In the nine months ending June 30, 1998, the Company's working capital has 4 decreased by $206,631 primarily because of decreased cash received by the Company from its sales of common stock. During the same nine-month period, the Company's cash decreased from $594,577 to $45,851 while the Company's notes receivable and investments both increased substantially. In the third quarter of fiscal 1998, the Company's current liabilities increased to $61,651 as accrued expenses and accounts payable both increased slightly from their September 30, 1997 and March 31, 1998 levels. The Company's current liabilities of $61,651 at June 30, 1998 represent an unfavorable increase from the Company's current liabilities of $41,341 at September 30, 1997. The Company has no long-term debt. The Company has estimated that it will need minimal capital resources of approximately $20,000 per month to meet its estimated expenditures for fiscal 1998. In 1996 and in 1997, acting on instructions from the Board, several key members of management, in particular the CEO of the Company, met with experienced financial and investment firms throughout Europe and North America and negotiated preliminary terms and arrangements for such capital fund raising. During the fiscal year ending September 30, 1997, the Company raised $1,843,750 in funds primarily through the private placement of shares and warrants. In the third fiscal quarter of 1998, the Company raised $50,000 in cash and $700,000 in notes, primarily through the private placement of shares. The Company is continuing with the previously described negotiations and various alternatives to raise capital. The Board of Directors reasonably believes that the Company is able to engage in nearly any size operation or scope of mining activity depending on the circumstances and merits of each proposed operation or mining activity. Accordingly, the Board has not limited the size of operation or scope of project which it believes is reasonable for management to consider in achieving the Company's business plan. Therefore, management has been authorized to consider and review numerous proposals and, upon satisfactory assessment, to then make a specific determination as to an estimated range of funding amounts that each such proposal reasonably might require. Inasmuch as the Company has not yet determined in detail the specifications of the project, operation or mining activity that it intends to undertake, management is not able at this time to provide a detailed listing or exact range of operation costs, including increases in general and administrative expense, if any. However, the Company plans to fund any increases in general and administrative expense principally from joint venture revenues or funds it may receive or savings it may realize through corporate restructuring or business combination arrangements. Funds required to finance the Company's exploration and development of mineral properties are expected to come primarily from the contributions of its joint venture participants, and from the funds generated from such joint ventures and other lease or royalty arrangements. 5 The Company consistently has made full and timely payment of its expenses, in particular to the various governmental payees it interacts with, and has met its obligations to the entities which provide its personnel, office space, and equipment needs. The Company currently is seeking alternate sources of working capital sufficient to increase the funding of additional general and administrative expenses that may become necessary as the Company's business plan develops, and to continue meeting its ongoing payment obligations for its leases to governmental entities. RESULTS OF OPERATIONS COMPARISON OF THE NINE MONTHS ENDED JUNE 30, 1997 AND JUNE 30, 1998, RESPECTIVELY. General and administrative expenses decreased from $843,070 during the first nine months of fiscal 1997 to $382,493 during the first three quarters of fiscal 1998. This decrease is principally due to decreased salaries and a decrease in the cost of fundraising associated with the Company's recent private placements of its stock. Also, during the first nine months of fiscal 1997, the Company incurred officers/directors compensation of $329,911 while such compensation expenses were reduced to $117,652 in the first nine months of fiscal 1998. As a principal result of the Company's cost reduction efforts in fundraising and compensation, total expenses of $1,463,455 for the first nine months of fiscal 1997 decreased to $765,460 (total expenses) in the first nine months of fiscal 1998. In the second quarter of fiscal 1998, the Company sold some patented mining properties for common stock valued at $1,500,000, which resulted in a gain of $406,250. In this same quarter the Company sold a 35% working interest in a minerals exploration joint venture in exchange for stock valued at $1,424,062 and a promissory note for $350,000. The transaction resulted in a gain of $1,604,063, which was the principal contributor to the Company's net income of $1,662,615 for the second quarter and net income of $745,415 for the nine months ended June 30, 1998. There were no comparable transactions in the prior year, which posted a loss of $1,447,291 for the nine months ended June 30, 1997. The Company is unable to fully determine the impact of future transactions on its operating capital. Hence, the Company has determined not to incur and does not have any commitments or plans for material capital expenditures during the remainder of its current fiscal year for which it does not have a reasonably available source of payment. It is uncertain what effect this decision may have with respect to restricting capital expenditures. On the one hand, if the Company were to continue such restriction, the likely effect might be adverse to the preservation of its assets and capital base, thereby narrowing the scope of plans for future operations and constricting liquidity. On the other hand, if the Company were to discontinue such restriction without an 6 increase in sustained cash flow, the likely effect of that might be an increase in accumulated deficits which could be adverse to the Company's financial condition with respect to liabilities and stockholders' equity. Therefore, while the Company continues to seek a joint venture participant and additional sources of capital for financing operations during the remainder of its current fiscal year, the Company will continue to carefully monitor its capital expenditures. PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS. The Company is a defendant in a lawsuit filed by some of its shareholders for alleged violations of securities laws. The suit was filed in the U.S. District Court in Denver on January 22, 1998 with Rounds et al as plaintiffs vs. Royal Silver Mines, Inc. et al as defendants. Plaintiffs seek damages and attorneys' fees in their lawsuit, which alleges that defendants made false/misleading statements and omitted material disclosures in connection with public trading of Royal's common stock during the period May 1996 through August 1997. The Company believes that this lawsuit is completely without merit. The Company is not aware of any similar actions(s) contemplated or instituted by governmental authorities. The Company is also a defendant in a lawsuit filed by Thomas F. Miller (et al.), in the First Judicial Court in and for Box Elder County, State of Utah. The suit, which alleges that the Company failed to transfer common stock in exchange for a mining interest, asks for actual and punitive damages. The Company believes that this lawsuit is without merit and has filed a countersuit alleging fraudulent misrepresentation. The Company is seeking both full title to the aforementioned mineral property and punitive damages, and believes its countersuit will prevail. In July 1998, the Company filed an action in federal court in Boise, Idaho for declaratory judgment regarding the validity of its Crescent Mine mineral lease. Defendants in the action include the U.S. Environmental Protection Agency, Shoshone County, and Fawcett International. Management believes that there is a good likelihood of prevailing in this matter. ITEM 2. CHANGES IN SECURITIES. None. ITEM 3. DEFAULTS UPON SENIOR SECURITIES. None. 7 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. __________________________________________________________________ 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. Dated this 14th day of August, 1998 ROYAL SILVER MINES, INC. /s/ Howard Crosby BY: Howard Crosby Its: Chief Executive Officer 8 ROYAL SILVER MINES, INC. (A Development Stage Company) FINANCIAL STATEMENTS June 30, 1998 and September 30, 1997 Williams & Webster, P.S. Certified Public Accountants Seafirst Financial Center W. 601 Riverside, Suite 1970 Spokane, WA 99201 (509) 838-5111 9 ROYAL SILVER MINES, INC. TABLE OF CONTENTS ACCOUNTANTS' REVIEW REPORT 1 FINANCIAL STATEMENTS Balance Sheets 2-3 Statements of Operations 4 Statements of Cash Flows 5-6 Statements of Stockholders' Equity 7-11 Notes to the Financial Statements 12-28 10 (LOGO) Williams & Webster, P.S. Certified Public Accountants Seafirst Financial Center 601 W. Riverside, Suite 1970 Spokane, WA 99201-0611 (509) 838-5111 FAX (509) 624-5001 The Board of Directors Royal Silver Mines, Inc. (A Development Stage Company) Spokane, Washington ACCOUNTANT'S REVIEW REPORT We have reviewed the accompanying balance sheet of Royal Silver Mines, Inc. (a development stage company) as of June 30, 1998 and the related statements of operations, shareholders' equity, and cash flows for the nine months ended June 30, 1998 and 1997, and for the period from February 17, 1994 (inception) through June 30, 1998. The review was conducted in accordance with Statements on Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants. All information included in these financial statements is the representation of the management of Royal Silver Mines, Inc. A review consists principally of inquiries of Company personnel and analytical procedures applied to financial data. It is substantially less in scope than an audit in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the accompanying financial statements in order for them to be in conformity with generally accepted accounting principles. The balance sheet for the year ended September 30, 1997 was audited by us and we expressed an unqualified opinion on it in our report dated December 15, 1997. We have not performed any auditing procedures since that date. Williams & Webster, P.S. Certified Public Accountants Spokane, Washington July 31, 1998 1 11 ROYAL SILVER MINES, INC. (A DEVELOPMENT STAGE COMPANY) BALANCE SHEETS
June 30, September 30, 1998 1997 (Unaudited) (Audited) ASSETS CURRENT ASSETS Cash $ 45,851 $ 594,577 Notes receivable 450,000 100,000 Interest receivable 22,507 7,583 Prepaid expenses 8,017 10,536 ------------ ------------ TOTAL CURRENT ASSETS 526,375 712,696 ------------ ------------ MINERAL PROPERTIES 3,177,148 4,915,579 ------------ ------------ PROPERTY AND EQUIPMENT Mining equipment 183,889 188,888 Furniture and equipment 12,762 15,185 Less accumulated depreciation (39,808) (17,005) ------------ ------------ TOTAL PROPERTY AND EQUIPMENT 156,843 187,068 ------------ ------------ OTHER ASSETS Investments 3,236,562 70,000 Deposit for joint venture 10,000 - Organizational costs, net 5,234 6,184 ------------ ------------ TOTAL OTHER ASSETS 3,251,796 76,184 ------------ ------------ TOTAL ASSETS $ 7,112,162 $ 5,891,527 ============ ============
See accountants' report and accompanying notes. 2 12 ROYAL SILVER MINES, INC. (A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS June 30, September 30, 1998 1997 (Unaudited) (Audited) LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $ 44,506 $ 20,355 Accrued expenses 17,145 20,986 ----------- ----------- TOTAL CURRENT LIABILITIES 61,651 41,341 ----------- ----------- LONG TERM DEBT - - ----------- ----------- COMMITMENTS AND CONTINGENCIES - - ----------- ----------- STOCKHOLDERS' EQUITY Common stock, $.01 par value; 100,000,000 shares authorized, 18,585,065 and 13,482,232 shares issued and outstanding, respectively 185,851 134,822 Additional paid-in capital 11,647,772 10,543,892 Stock subscription receivable (700,000) - Deficit accumulated during development stage (4,083,112) (4,828,528) ----------- ----------- TOTAL STOCKHOLDERS' EQUITY 7,050,511 5,850,186 ----------- ----------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 7,112,162 $ 5,891,527 =========== ===========
See accountants' report and accompanying notes. 3 13 ROYAL SILVER MINES, INC. (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF OPERATIONS (Unaudited)
Period from 02/17/94 Three months ended Nine months ended (inception) June 30, June 30, June 30, June 30, through 1998 1997 1998 1997 06/30/98 REVENUES $ - $ - $ - $ - $ - ----------- ----------- ---------- ----------- ----------- GENERAL AND ADMINISTRATIVE EXPENSES Mineral property expense 34,795 22,732 228,492 261,619 507,722 Depreciation and amortization 9,157 10,683 36,823 28,855 179,517 Officers' and directors' compensation 12,375 85,499 117,652 329,911 1,353,260 General and administrative 81,603 272,799 382,493 843,070 3,110,969 ----------- ----------- ---------- ----------- ----------- TOTAL EXPENSES 137,930 391,713 765,460 1,463,455 5,151,468 ----------- ----------- ---------- ----------- ----------- OPERATING LOSS (137,930) (391,713) (765,460) (1,463,455) (5,151,468) ----------- ----------- ---------- ----------- ----------- OTHER INCOME (EXPENSES) Interest income 8,913 16,190 20,495 20,190 51,520 Interest expense - - - (2,257) (74,348) Gain on property interest sold - - 2,010,313 - 2,010,313 Loss on option costs (403,530) - (517,871) - (517,871) Loss on disposal of assets (1,352) - (2,062) (1,769) (351,259) ----------- ----------- ---------- ----------- ----------- Total other income (expense) (395,969) 16,190 1,510,875 16,164 1,118,355 ----------- ----------- ---------- ----------- ----------- NET INCOME (LOSS) $ (533,899) $ (375,523) $ 745,415 $(1,447,291) $(4,033,113) =========== =========== ========== =========== =========== NET INCOME (LOSS) PER COMMON SHARE $ (0.03) $ (0.03) $ 0.05 $ (0.12) $ (0.46) =========== =========== ========== =========== =========== WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 17,575,398 13,423,904 15,272,251 11,804,654 8,793,327 ========== ========== ========== ========== =========
See accountants' report and accompanying notes. 4 14 (In order to transmit these documents to the SEC via EDGAR, Royal Silver Mines, Inc., a development stage enterprise, Statement of Cash Flows (Unaudited) has been formatted to fit across two pages. This is page 1 of 2.) ROYAL SILVER MINES, INC. (A Development Stage Company) STATEMENTS OF CASH FLOWS (Unaudited)
From February 17, Nine months ended 1994 (Inception) June 30, June 30, Through 1998 1997 June 30, 1998 Cash flows from operating activities: Net income (loss) $ 745,415 $ (1,447,291) $ (4,033,113) Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities: Loss on sale of equipment 1,352 1,769 1,352 Depreciation and amortization 36,823 28,855 182,064 Issuance of common stock for services 110,408 258,811 1,172,466 Write-off of option costs 517,871 - 517,871 Write-off of joint venture costs - - 150,000 Changes in assets and liabilities: Note receivable (350,000) - (450,000) Accounts receivable - - - Prepaid expenses (24) (11,563) (36,455) Other assets - - (9,801) Interest receivable (14,924) (5,625) (22,507) Mineral properties (4,674) 238,887 (4,674) Accounts payable 24,151 (9,780) 44,506 Accrued expenses (4,653) (16,456) 16,333 Payable to related parties - (289) 300,000 ----------- ------------ ------------ Net cash provided (used) in operating activities 1,061,745 (962,682) (2,171,958) ----------- ------------ ------------ Cash flows from investing activities: Sale of assets 5,185 500 5,685 Sale of investment 70,000 - 70,000 Sale of mineral properties 1,093,750 - 1,093,750 Purchase of investments (2,934,062) (70,000) (3,004,062) Purchase and development of mineral properties (185,690) (180,318) (1,941,690) Purchase of fixed assets (4,154) (136,364) (213,186) ----------- ------------ ------------ Net cash used in investing activities (1,954,971) (386,182) (3,989,503) ---------- ------------ ------------ See accountants' report and accompanying notes. 5A 15 (In order to transmit these documents to the SEC via EDGAR, Royal Silver Mines, Inc., a development stage enterprise, Statement of Cash Flows (Unaudited) has been formatted to fit across two pages. This is page 1 of 2.) ROYAL SILVER MINES, INC. (A Development Stage Company) STATEMENTS OF CASH FLOWS (Unaudited) From February 17, Nine months ended 1994 (Inception) June 30, June 30, Through 1998 1997 June 30, 1998 Cash flows from financing activities: Stock issuance and offering costs - (30,000) (174,835) Proceeds received on long-term debt - - 675,000 Payments made on notes payable - (60,000) (174,206) Issuance of common stock for cash 344,500 1,868,250 5,872,564 Payment for extension of warrants - 5,500 - Payment for option to repurchase stock - - (50,000) Issuance of common stock for accrued interest - - 38,158 Issuance of common stock for extension of notes payable maturation - - 59,063 Payment for return of stock issued for mining property interest - - (35,000) Payment of joint venture costs - - (50,000) Issuance of warrants for cash - - 46,568 ----------- ----------- ------------ Net cash provided by financing activities 344,500 1,783,750 6,207,312 ----------- ----------- ------------ Net increase (decrease) in cash $ (548,726) $ 434,886 $ 45,851 ----------- ----------- ------------
See accountants' report and accompanying notes. 5B 16 ROYAL SILVER MINES, INC. (A Development Stage Company) STATEMENTS OF CASH FLOWS (Unaudited)
From 02/17/94 Nine months ended (Inception) June 30, June 30, Through 1998 1997 June 30, 1998 Net increase (decrease) in cash (balance forward) $ (548,726) $ 434,886 $ 45,851 Cash, beginning of period 594,577 688,716 - ---------- ----------- ----------- Cash, end of period $ 45,851 $ 1,123,602 $ 45,851 ========== =========== =========== Supplemental cash flow disclosure: Income taxes $ - $ - $ 350 Interest $ - $ 6,042 $ 25,655 Non-cash financing activities: Common stock issued for services rendered $ 136,108 $ 258,811 $ 1,198,166 Common stock issued for mineral properties $ - $ - $ 3,040,626 Common stock issued in exchange for debt $ 700,000 $ - $ 1,622,950 Common stock issued in acquisition of Consolidated $ - $ - $ 360,096 Royal Mines, Inc. Option rights acquired in exchange for a payable $ - $ - $ 79,000 Common stock issued for assignment of mining property options $ - $ - $ 4,000
See accountants' report and accompanying notes. 6 17 ROYAL SILVER MINES, INC. (A Development Stage Company) STATEMENT OF STOCKHOLDERS' EQUITY
Common Stock Additional Total Number of Paid-in Accumulated Stockhold- Shares Amount Capital Deficit ers'Equity Balance, 02/17/94 - $ - $ - $ - $ - Issuance in May 1994 of shares at $.002 per share to officers and directors in exchange for assignment of mining property option 2,250,000 22,500 (18,500) - 4,000 Issuance in July 1994 of shares for cash at $.402 in private placement, net of costs 1,050,000 10,500 411,116 - 421,616 Issuance in August 1994 of shares to a director in exchange for services valued at $.417 per share 150,000 1,500 61,000 - 62,500 Net loss for the year ended November 30, 1994 - - - (211,796) (211,796) --------- -------- ----------- ---------- --------- Balance, 11/30/94 3,450,000 34,500 453,616 (211,796) 276,320 Issuance of share in debt offering at $.03 per share 416,250 4,163 9,712 - 13,875 Issuance of shares for mineral properties valued at $1.00 per share 262,500 2,625 259,875 - 262,500 Issuance of shares for cash at $1.00 per share 15,000 150 14,850 - 15,000 Stock issuance costs - - (58,202) - (58,202) Issuance of shares to acquire Consolidated Royal Mines, Inc. at $.15 per share 2,434,563 24,346 335,750 - 360,096 --------- -------- ----------- ---------- --------- Balance forward 6,578,313 $ 65,784 $ 1,015,601 $ (211,796) $ 869,589 --------- -------- ----------- ---------- ---------
See accountant's report and accompanying notes. 7 18 ROYAL SILVER MINES, INC. (A Development Stage Company) STATEMENT OF STOCKHOLDERS' EQUITY
Common Stock Additional Total Number of Paid-in Accumulated Stockhold- Shares Amount Capital Deficit ers'Equity Balance forward 6,578,313 $ 65,784 $ 1,015,601 $ (211,796) $ 869,589 --------- -------- ----------- ---------- ---------- Issuance of shares to directors and employees for services at prices ranging from $2.00 to $2.50 per share 12,750 127 29,473 - 29,600 Issuance of shares in exchange for mineral properties at prices ranging from $3.13 to $3.25 per share 800,000 8,000 2,530,126 - 2,538,126 Issuance of shares for cash at prices ranging from $1.50 to $2.00 per share 166,000 1,660 247,340 - 249,000 Issuance of shares in exchange for debt at $1.50 per share 200,000 2,000 298,000 - 300,000 Net loss for the ten months ended September 30, 1995 - (750,939) (750,939) --------- -------- ----------- ---------- ---------- Balance, 09/30/95 7,757,063 77,571 4,120,540 (962,735) 3,235,376 Issuance of shares for cash at $1.50 per share 1,176,832 11,769 1,754,010 - 1,765,779 Issuance of shares to directors and employees for services at $1.50 per share 222,700 2,227 331,823 - 334,050 Issuance of shares in exchange for debt at $1.50 per share 406,050 4,060 605,015 - 609,075 Issuance of shares for cash at $2.20 per share 150,000 1,500 328,500 - 330,000 Issuance of warrants for cash at $.05 per warrant - - 41,068 - 41,068 --------- -------- ----------- ---------- ---------- Balance forward 9,712,645 $ 97,127 $ 7,180,956 $ (962,735) $6,315,348 --------- -------- ----------- ---------- ----------
See accountants' report and accompanying notes. 8 19 ROYAL SILVER MINES, INC. (A Development Stage Company) STATEMENT OF STOCKHOLDERS' EQUITY
Common Stock Additional Total Number of Paid-in Accumulated Stockhold- Shares Amount Capital Deficit ers'Equity Balance forward 9,712,645 $ 97,127 $ 7,180,956 $ (962,735) $ 6,315,348 Issuance of shares for cash at $1.62 per share 65,000 650 104,650 - 105,300 Issuance of shares for cash to directors and employees at prices ranging from $1.62 to $2.08 per share 107,500 1,075 181,175 - 182,250 Issuance of shares for cash at $0.75 per share 200,000 2,000 147,985 - 149,985 Issuance of shares for cash at $1.70 per share 250,000 2,500 422,500 - 425,000 Cancellation of 35,000 shares received in exchange for return of mining property (35,000) (350) (109,025) - (109,375) Payment to Centurion Mines for option to repurchase stock - - - (50,000) (50,000) Issuance of shares for joint venture in mining property at $1.50 per share 100,000 1,000 149,000 - 150,000 Repurchase of 25,000 shares issued for joint venture at $1.40 per share (25,000) (250) (34,750) - (35,000) Issuance of shares for mining property at $1.50 per share 20,000 200 29,800 - 30,000 Issuance of shares to noteholders for extension of notes at $1.50 per share 39,375 394 58,669 - 59,063 Issuance of share for services at $1.50 per share 215,334 2,153 320,848 - 323,001 ---------- --------- ----------- ----------- ----------- Balance forward 10,649,854 $ 106,499 $ 8,451,808 $(1,012,735) $ 7,545,572 ---------- --------- ----------- ----------- -----------
See accountants' report and accompanying notes. 9 20 ROYAL SILVER MINES, INC. (A Development Stage Company) STATEMENT OF STOCKHOLDERS' EQUITY
Common Stock Additional Total Number of Paid-in Accumulated Stockhold- Shares Amount Capital Deficit ers'Equity Balance forward 10,649,854 $ 106,499 $ 8,451,808 $ (1,012,735) $ 7,545,572 Stock issuance costs - - (15,000) - (15,000) Net loss for the year ended 09/30/96 - - - (2,045,082) (2,045,082) ---------- --------- ----------- ------------ ----------- Balance, 09/30/96 10,649,854 106,499 8,436,808 (3,057,817) 5,485,490 Issuance of shares for cash at $0.75 per share 2,491,000 24,910 1,843,340 - 1,868,250 Stock issuance costs - - (30,000) - (30,000) Issuance of shares to directors and employees for services at: $1.00 per share 110,500 1,105 109,395 - 110,500 $0.75 per share 25,000 250 18,500 - 18,750 Issuance of shares for services at $1.25 per share 98,250 982 121,829 - 122,811 Issuance of shares for mining property at $1.00 per share 60,000 600 59,400 - 60,000 Cancellation of 25,000 shares received in exchange for return of mining property (25,000) (250) (81,000) - (81,250) Issuance of shares for services at: $1.00 per share 25,500 255 25,245 - 25,500 $0.75 per share 47,128 471 34,875 - 35,346 Payment for extension of warrants for one year - - 2,500 - 2,500 Net loss for the year ended 09/30/97 - - - (1,770,710) (1,770,710) ---------- --------- ----------- ------------ ----------- Balance, 09/30/97 13,482,232 $ 134,822 $10,543,892 $ (4,828,527) $ 5,850,187 ---------- --------- ----------- ------------ -----------
See accountants' report and accompanying notes. 10 21 ROYAL SILVER MINES, INC. (A Development Stage Company) STATEMENT OF STOCKHOLDERS' EQUITY
Common Stock Additional Sub- Total Number Paid-in scription Accumulated Stockhold- of Shares Amount Capital Receivable Deficit ers'Equity Balance forward 13,482,232 $134,822 $10,543,892 $ - $(4,828,527) $5,850,187 Issuance of shares for cash at $0.75 per share 10,000 100 7,400 - - 7,500 Issuance of shares to directors and employees for services: at prices varying from $0.34 per share to $0.91 per share 179,000 1,796 108,614 - - 101,410 Issuance of shares for cash at $0.15 per share 1,913,333 19,133 267,866 - - 286,999 Issuance of shares in exchange for cash and note at $0.25 per share 3,000,000 30,000 720,000 (700,000) - 50,000 Net income for nine months ended June 30, 1998 - - - 745,415 745,415 --------- -------- ----------- --------- ----------- ---------- Balance, 06/30/98 18,585,065 $185,851 $11,647,772 $(700,000) $(4,083,112) $7,050,511 ---------- -------- ----------- --------- ----------- ----------
See accountants' report and accompanying notes. 11 22 ROYAL SILVER MINES, INC. (A Development Stage Company) NOTES TO THE FINANCIAL STATEMENTS June 30, 1998 NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS Royal Silver Mines, Inc. (Royal) was incorporated in April of 1969 under the laws of the state of Utah primarily for the purpose of acquiring and developing mineral properties. Royal conducts its business as a "junior" natural resource company, meaning that it intends to receive income from property sales or joint ventures with larger companies. Celebration Mining Company (Celebration), currently a wholly-owned subsidiary of Royal, was incorporated for the purpose of identifying, acquiring, exploring and developing mining properties. Celebration was organized on February 17, 1994 as a Washington corporation. Celebration has not yet realized any revenues from its planned operations. On August 8, 1995, Royal and Celebration completed an Agreement and Plan of Reorganization whereby the Company issued 4,143,750 shares of its common stock and 1,455,000 warrants in exchange for all of the outstanding common stock of Celebration. Pursuant to the reorganization the name of the Company was changed to Royal Silver Mines, Inc. Immediately prior to the Agreement and Plan of Reorganization, the Company had 2,375,463 common shares issued and outstanding. The acquisition was accounted for as a purchase by Celebration of Royal, because the shareholders of Celebration control the Company after the acquisition. Therefore, Celebration is treated as the acquiring entity. There was no adjustment to the carrying value of the assets or liabilities of Royal in the exchange as the market value approximated the net carrying value. Royal is the acquiring entity for legal purposes and Celebration is the surviving entity for accounting purposes. The $3,177,148 cost of mineral properties included in the accompanying balance sheet as of June 30, 1998 is related to exploration properties. The Company has not determined whether the exploration properties contain ore reserves that are economically recoverable. The ultimate realization of the Company's investment in exploration properties is dependent upon the success of future property sales, the existence of economically recoverable reserves, the ability of the Company to obtain financing or make other arrangements for development and upon future profitable production. The ultimate realization of the Company's investment in exploration properties cannot be determined at this time and, accordingly, no provision for any asset impairment that may result, in the event the Company is not successful in developing or selling these properties, has been made in the accompanying financial statements. 23 ROYAL SILVER MINES, INC. (A Development Stage Company) NOTES TO THE FINANCIAL STATEMENTS June 30, 1998 NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS (Continued) The Company is actively seeking additional capital and management believes the properties can ultimately be sold or developed to enable the Company to continue its operations. However, there are inherent uncertainties in mining operations and management cannot provide assurances that it will be successful in this endeavor. Furthermore, the Company is in the development stage as it has not realized any significant revenues from its planned operations. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Accounting Method The Company's financial statements are prepared using the accrual method of accounting. Loss Per Share Loss per share was computed by dividing the net loss by the weighted average number of shares outstanding during the year. The weighted average number of shares was calculated by taking the number of shares outstanding and weighing them by the amount of time they were outstanding. The outstanding warrants were not included in the computation of loss per share because the exercise price of the outstanding warrants is higher than the market price of the stock, thereby causing the warrants to be antidilutive. Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Mineral Properties Costs of acquiring, exploring and developing mineral properties are capitalized by project area. Costs to maintain the mineral rights and leases are expensed as incurred. When a property reaches the production state, the related capitalized costs will be amortized, using the units of production method on the basis of periodic estimates of ore reserves. Mineral properties are periodically assessed for impairment of value and any losses are charged to operations at the time of impairment. 13 24 ROYAL SILVER MINES, INC. (A Development Stage Company) NOTES TO THE FINANCIAL STATEMENTS June 30, 1998 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Mineral Properties (continued) Should a property be abandoned, its capitalized costs are charged to operations. The Company charges to operations the allocable portion of capitalized costs attributable to properties sold. Capitalized costs are allocated to properties sold based on the proportion of claims sold to the claims remaining within the project area. Concentration of Risk The Company maintains its cash accounts in primarily one commercial bank in Spokane, Washington. Accounts are guaranteed by the Federal Deposit Insurance Corporation (FDIC) up to $100,000. One of the Company's cash accounts is a business checking account with a balance of $39,350 at June 30, 1998. The remaining cash account is a "liquid asset account" in the amount of $6,501, which is invested in a portfolio of U.S. Treasury notes/bonds. Provision For Taxes At June 30, 1997, the Company had net operating loss carryforwards of approximately $4,080,000 that may be offset against future taxable income through 2012. No tax benefit has been reported in the financial statements as the Company believes there is a 50% or greater chance the net operating loss carryforwards will expire unused. Accordingly, the potential tax benefits of the net operating loss carryforwards are offset by a valuation allowance of the same amount. Impaired Asset Policy In March 1995, the Financial Accounting Standards Board issued a statement titled "Accounting for Impairment of Long-lived Assets." This standard is effective for years beginning after December 15, 1995. In complying with this, the Company reviews its long-lived assets quarterly to determine if any events or changes in circumstances have transpired which indicate that the carrying value of its assets may not be recoverable. The Company does not believe any adjustments are needed to the carrying value of its assets at June 30, 1998. 14 25 ROYAL SILVER MINES, INC. (A Development Stage Company) NOTES TO THE FINANCIAL STATEMENTS June 30, 1998 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Financial Accounting Standards In October 1995, the Financial Accounting Standards Board issued a statement titled "Accounting for Stock-Based Compensation" (FAS 123). The statement is effective for fiscal years beginning after December 15, 1995. FAS 123 encourages, but does not require, companies to recognize compensation expense for grants of stock, stock options, and other equity instruments to employees based on fair value. The Company has adopted the fair value accounting rules to record all transactions in equity instruments for good or services. Principles of Consolidation The financial statements include those of Royal Silver Mines, Inc. and Celebration Mining Company. All significant inter-company accounts and transactions have been eliminated. The financial statements are not considered consolidated statements since Royal Silver Mines, Inc. was the successor by merger to Celebration Mining Company. NOTE 3 - MINERAL PROPERTIES Utah Mining Property Joint Venture In October 1994, Celebration and United Silver Mine, Inc., (United) entered into a joint venture agreement, whereby Celebration could acquire up to an 80% interest in a mining property located in the State of Utah. Under the terms of the agreement, United was to contribute real properties for an initial 75% interest in the joint venture, and Celebration was to remove all liens associated with the real properties by paying $175,000 to a bank which was the primary lien holder for its initial 25% interest in the venture. Celebration expended $175,000 to purchase the aforementioned promissory note. The property was auctioned in a public auction in May, 1995 and by virtue of Celebration's first position lien, Celebration was able to successfully bid the full amount of the underlying promissory note. Although additional expenditures have been made on the property through June 30, 1998, no further funds toward the joint venture have been expended by Celebration, which owns an undivided 25% interest in the property. See Note 18 on related litigation. 15 26 ROYAL SILVER MINES, INC. (A Development Stage Company) NOTE TO THE FINANCIAL STATEMENTS June 30, 1998 NOTE 3 - MINERAL PROPERTIES (Continued) Shoshone County Idaho Mineral Lease (Crescent Mine) In February 1995, Celebration entered into an agreement to acquire a fifty-year renewable mineral lease on a property in Shoshone County, Idaho. The mining property consists of twelve patented claims and associated Idaho unpatented claims. In connection with this lease, Celebration has paid $50,000 and issued 175,000 shares of common stock, In addition, 10,000 shares were issued to a new director for his assistance in obtaining this lease. Celebration was originally obligated to pay $950,000 by September 1, 1995 as "an advance royalty." The original due date was extended and the Company paid the aforementioned $950,000 and has the option of extending its lease for an additional forty-nine years. When, and if, the property achieves gross sales of $40,000,000, Celebration will be obligated to pay an additional 0.5% royalty on future sales. Furthermore, beginning after September 1, 1995, and at such time as the average price of silver has reached $6.00 per ounce for a 30-day period, Celebration is obligated to spend not less than $2,000,000 during the subsequent 36 months to de-water and repair the mine. Thereafter, Celebration will be required to maintain the mine in a condition to allow it to be put into production within sixty days. There are certain claims by the U.S. Environmental Protection Agency and the County on this property for which the lessor is obligated to pay. In the event these claims are not satisfactorily resolved, they may effect Celebration's rights to the property. See Note 18 on litigation regarding this lease. Australian Mineral Property Joint Venture In March 1995, Celebration entered into a joint venture agreement with an Australian company for exploration of a certain mineral property in Australia. Under the original terms of the joint venture agreement, Celebration could acquire a 10% interest by paying $100,000 in April 1995. No additional funds were paid or required to be paid subsequent to the initial payment. Washington and Idaho Mineral Properties During the year ended September 30, 1995, Celebration purchased through the issuance of 800,000 shares of its common stock, various mineral properties located in the states of Washington and Idaho. The mineral properties were recorded at the fair market value of the shares paid on the date of issuance ranging from $3.13 to $3.25 per share for a total purchase price of $2,538,126. 16 27 ROYAL SILVER MINES, INC. (A Development Stage Company) NOTES TO THE FINANCIAL STATEMENTS June 30, 1998 NOTE 3 - MINERAL PROPERTIES (Continued) Washington and Idaho Mineral Properties (Continued) In May 1996, the Company sold back the Frisco Standard Silver Mine to its original seller in exchange for the same price (35,000 shares of Royal stock) received by the seller when the mine was purchased. The shares received were canceled and no gain or loss was recorded on the transaction. Chilean Properties During the quarter ended June 30, 1997, the Company acquired options on a 100-square mile concession in northern Chile known as Mocha. The Mocha prospect is a large porphyry copper system at the northern end of one of the world's most prolific copper belts. Under the terms of the first of the option agreements, the Company can acquire a 100% interest in the concession by cash payments of $371,000 and work commitments of $200,000 on or before August 1, 2000. In another agreement on an adjoining privately owned property, which covers the bulk of the known resource at Mocha, Royal Silver has the option to acquire a 100% interest in the property, less a 2% retained net smelter return royalty, for cash payments of $5,000,000 in a series of payments ending June 23, 2002. During the third quarter of fiscal 1998, the Company elected to drop its options on the Chilean properties. See Note 14 for related information. Argentina Properties On February 10, 1997 the Company announced that it had negotiated an option to buy 12 different potential mine sites in Argentina. Under the agreement, the Company had the right to buy the properties on or before March 1, 2000, by paying $4,500,000 in cash or $5,500,000 in Royal Silver common stock, subject to certain conditions including the seller's retention of a 1.95% net smelter royalty on the mines. During the second quarter of fiscal 1998, the decision was made to drop the option (which was not exercised) and the properties were then returned to their owner. See Note 14 for related information. 17 28 ROYAL SILVER MINES, INC. (A Development Stage Company) NOTES TO THE FINANCIAL STATEMENTS June 30, 1998 NOTE 3 - MINERAL PROPERTIES (Continued) Mexico Properties On January 20, 1997, the Company executed an agreement to acquire four mining properties in Nayarit, Mexico. The agreement calls for a purchase price of $5,000,000 to be paid at the rate of 10% of pre-tax net profits from production. Under the agreement, the Company is obligated to pay the properties' owner $50,000 per year or alternatively, to spend $250,000 on exploration and development annually until the properties are brought into production or forfeited. At March 31, 1998, a total of $74,194 had been expended to maintain, acquire, explore or develop the aforementioned Mexican properties. The Company's proposed future mining activities will be subject to laws and regulations controlling not only the exploration and mining of mineral properties, but also the effect of such activities on the environment. Compliance with such laws and regulations may necessitate additional capital outlays, affect the economics of a project, and cause changes or delays in the Company's activities. The total mineral properties at June 30, 1998 are classified as follows: Mineral properties under joint ventures $ 391,910 Other mineral properties 3,501,268 Total Mineral Properties $ 3,893,178 The Company's mineral properties are valued at the lower of cost or net realizable value. NOTE 4 - PROPERTY AND EQUIPMENT Property and equipment are recorded at cost. Major additions and improvements are capitalized. Minor replacements, maintenance and repairs that do not increase the useful life of the assets are expensed as incurred. Depreciation of property and equipment is determined using the straight-line method over the expected useful lives of the assets of five years. 18 29 ROYAL SILVER MINES, INC. (A Development Stage Company) NOTES TO THE FINANCIAL STATEMENTS June 30, 1998 NOTE 5 - INVESTMENTS Metalline Mining Company During the quarter ended June 30, 1997, the Company invested $70,000 in 200,000 shares of Metalline Mining stock. This investment represents approximately 5.7% of the total outstanding stock in Metalline Mining at the time of purchase. This stock was valued at cost, which is substantially less than the market value of $1.68 per share at December 31, 1997. On January 12, 1998, this stock was transferred to Dakota Mining Corporation plus $100,000 cash in exchange for a 35% working interest in a joint venture with Metalline Mining Co. for exploration and development of the Sierra Mojada District, Coahuila, Mexico. No gain or loss was recognized on this transaction. See information below and Note 19. Grand Central Silver Mines, Inc. In the quarter ended March 31, 1998, the Company finalized the sale of certain patented mining properties to Centurion Mines Corporation (subsequently renamed Grand Central Silver Mines, Inc.) for 500,000 shares of Centurion's common stock then valued at $1,500,000. This transaction resulted in a gain of $406,250. During the quarter ended March 31, 1998, the Company sold a 35% working interest in a joint venture (with Metalline Mining Co.) engaged in exploration and development of the Sierra Mojada District, Coahuila, Mexico. In connection with this transaction, the Company acquired 735,000 shares of common stock (in Grand Central Silver Mines, Inc.) which was valued at $1,424,062 and also acquired a promissory note of $350,000 from Grand Central which is uncollateralized, bears interest at 8%, and matures in 1999. A total gain of $1,604,062 was realized on this transaction. See Note 17. The Company currently owns 1,235,000 shares of Grand Central Silver Mines, Inc. common stock, which is approximately 17% of the total outstanding shares at June 30, 1998. The Company expects to account for this recent investment under the equity method. 19 30 ROYAL SILVER MINES, INC. (A Development Stage Company) NOTES TO THE FINANCIAL STATEMENTS June 30, 1998 NOTE 5 INVESTMENTS (Continued) SynFuels Technology, Inc. On June 26, 1998, the Company traded six patented mining claims acquired in Shoshone County Idaho in 1995 for 50,000 shares of SynFuels Technology, Inc. which was then trading at $8.00 per share. The Company's cost of $312,500 is the recorded value of this investment at June 30, 1998. NOTE 6 - INTANGIBLE ASSETS Deferred debt issuance costs and organization costs are recorded at cost. Amortization of these intangible assets is determined using the straight-line method over the expected useful lived of the assets as follows: Description Useful Life Deferred debt issuance costs 1 year Organization costs 5 years NOTE 7 - COMMON STOCK During the year ended November 30, 1994, Celebration issued 1,500,000 shares of common stock to directors for services rendered, valued at $.003 to $.625 per share, which is the fair market value of the shares on the date of issuance. During the year ended September 30, 1995, the Company issued 12,750 shares of common stock to directors and employees for services rendered, valued at prices ranging from $2.00 to $2.50 per share, which is the fair market value of the shares on the date of issuance. During the year ended September 30, 1995, Celebration issued 975,000 shares of common stock in exchange for mineral properties (See Note 3) and sold 176,000 shares of common stock for $264,000 cash. The Company issued 200,000 shares of its common stock during the year ended September 30, 1995 in lieu of outstanding debt that was owed to Centurion Mines Corporation (Centurion), a related entity. The stock was issued at $1.50 per share in payment of $300,000 of outstanding debt (See Note 9). The Company also issued 277,500 shares in connection with the issuance of notes payable (See Note 9). (See also the disclosure in Note 1). 20 31 ROYAL SILVER MINES, INC. (A Development Stage Company) NOTES TO THE FINANCIAL STATEMENTS June 30, 1998 NOTE 7 COMMON STOCK (Continued) During the year ended September 30, 1996, the Company sold 1,949,332 shares of its common stock for $2,958,314 in cash. The Company also issued 222,700 shares to directors and employees for services rendered valued at $1.50 per share, which is the fair market value of the shares on the date of issuance. Also during the year ended September 30, 1996, the Company issued 100,000 shares of its common stock for a joint venture in a mining property and 20,000 common shares for a mining property (See Note 11.) The stock issued was valued at $1.50 per share, which is the fair market value of the shares at the date of issuance. In the same twelve-month period, the Company also issued 406,050 share of its common stock in payment of outstanding debt of $570,917 and accrued interest of $38,158. The stock was issued at $1.50 per share for a total value of $609,075. In addition, the Company issued 39,375 shares of common stock to noteholders for extending the maturity date of their loans. Again, the shares were valued at $1.50 each, which was the fair market value of the share when issued. Also during the year ended September 30, 1996, the Company issued 215,334 shares of its common stock for services received. The shares were valued at $1.50 per share, which was the fair market value of the shares at the date of issuance. In the year ended September 30, 1997, the Company issued 306,378 shares of its common stock for services received. The shares were valued at their fair market value at the dates of issuance which ranged from $0.75 to $1.25 per share. During the nine months ended June 30, 1998, the Company issued 179,500 shares of common stock for services received. The shares were valued at their fair market value at the date of issuance which ranged from $0.34 to $0.91 per share. Also during the same six months, the Company sold 4,923,333 shares of its common stock for $344,500 in cash and $700,000 in stock subscriptions receivable. 21 32 ROYAL SILVER MINES, INC. (A Development Stage Company) NOTES TO THE FINANCIAL STATEMENTS June 30, 1998 NOTE 8 - COMMON STOCK OPTIONS AND WARRANTS In January 1992, the shareholders of Royal approved a 1992 Stock Option and Stock Award Plan under which up to ten percent of the issued and outstanding shares of the Company's common stock could be awarded based on merit of work performed. As of June 30, 1998, 12,750 shares of common stock have been awarded under the Plan. Celebration, prior to the exchange agreement with Royal, had granted securities to certain shareholders which represented rights to purchase or receive shares of Celebration's common stock. These options were assumed by the Company after the merger at a rate of 1.5 shares for each option still outstanding. Thus, the Company has granted options, with varying conditions and requirements, to purchase a total of 1,455,000 shares of its common stock. There are 255,000 of the stock options exercisable at $1.50 per share which expire March 21, 2000. The remaining 1,200,000 stock options are exercisable at $0.93 per share and expire on August 31, 2001. As of June 30, 1998, none of these options have been exercised. On January 9, 1996, the Board of Directors approved the issuance of warrants to two of its officers to purchase a total of 300,000 shares for a purchase price of $2.50 per share, exercisable from the date of issuance until January 9, 1999. On March 22, 1996, the Board of Directors approved the issuance of warrants to purchase 625,000 shares of common stock of the Company to an investor in partial completion of a private placement of stock. These warrants are exercisable until September 30, 1998, at a price of $1.50 per share, which is 67% of the closing price on March 22, 1996. On April 10, 1996, following the close of the second quarter of fiscal 1996, the Board of Directors authorized the issuance of 420,666 warrants to unaffiliated investors as part of the private placement of stock. These warrants are exercisable until April 12, 1998 at prices ranging from $2.50 to $2.625 per share. As of March 31, 1998, 320,666 warrants have been issued (but not exercised) for a total amount of $46,568. In the quarter ending March 31, 1997, the Company sold 2,491,000 "units" to unaffiliated investors as part of a private placement of stock. Each unit consisted of a share of the Company's common stock and one warrant enabling the investor to purchase one additional share of common stock for a purchase price of $1.25 per share during the next two years. At June 30, 1998, none of the warrants had been exercised. 22 33 ROYAL SILVER MINES, INC. (A Development Stage Company) NOTES TO THE FINANCIAL STATEMENTS June 30, 1998 NOTE 9 - COMPANY STOCK OPTION AND AWARD PLAN The Company has a stock-based compensation plan whereby the Company's board of directors may grant common stock to its employees and directors. At June 30, 1998, no options have been granted under the plan. Of the total of 1,064,650 common stock shares authorized for issuance under the plan, 110,500 shares valued at $1.00 per share were issued to employees and directors during the twelve months ended September 30, 1997. NOTE 10 - ADDITIONAL PAID-IN CAPITAL The following is a summary of additional paid-in capital at June 30, 1998 and September 30, 1997: June 30, September 30, 1998 1997 Applicable to: Common stock $ 11,601,204 $ 10,497,324 Stock warrants 46,568 46,568 ------------ ------------ $ 11,647,772 $ 10,543,892 ------------ ------------ NOTE 11 - NOTES PAYABLE In February 1995, Celebration raised $555,000 through the issuance of promissory notes. During the second quarter ended March 31, 1996, $470,000 of the total amount plus accrued interest of $29,265 was converted into 332,800 shares of the Company's common stock, leaving an amount owing of $85,000. This amount was paid off in the quarter ending March 31, 1997. The note holders also received 277,500 shares of Celebration's common stock. A 10% commission was charged by a selling dealer on the sale of almost all of the notes. In April 1995, Celebration raised $120,000 in 10% convertible debentures. In late 1995, $105,000 of the total amount plus accrued interest of $4,810 was converted into 73,250 shares of the Company's common stock, leaving an amount owing of $15,000. During the fourth quarter ended September 30, 1996, this remaining $15,000 plus accrued interest was paid. 23 34 ROYAL SILVER MINES, INC. (A Development Stage Company) NOTES TO THE FINANCIAL STATEMENTS June 30, 1998 NOTE 12 - RELATED PARTY TRANSACTIONS After receiving advances from a related party for payment of operating expenses, the Company approved the issuance of 200,000 shares of common stock in payment of $300,000 of the then outstanding balance (See Note 7). The balance outstanding was $0 at September 30, 1997 and June 30, 1998. See Note 14 regarding Centurion. NOTE 13 - FUTURE LEASE OBLIGATIONS The Company is obligated under its lease arrangements to make lease payments subsequent to September 30, 1997 as follows: Year Ended September 30, Amount 1998 $ 10,402 1999 262 2000 and thereafter - ---------- Total $ 10,664 ---------- NOTE 14 - OPTIONS INVOLVING MINING PROPERTIES Option with Placer Mining In April 1996, the Company entered into an option with Placer Mining Corporation ("Placer") of Kellogg, Idaho whereby the Company could acquire a joint venture interest in the Bunker Hill Mine, a silver- lead-zinc mine in Shoshone County, Idaho. After issuing 100,000 shares valued at $1.50 per share and spending a nonrefundable $50,000 on this option, the Company elected to renegotiate this option agreement and entered into a second option agreement with Placer on September 18, 1996 for the nonassignable option of acquiring a 100% interest in The Bunker Hill Mine. In the second agreement, the Company paid $100,000 in September 1996 for the nonassignable option of acquiring a 100% interest in the Bunker Hill Mine. In order to exercise this option, the Company must issue 500,000 shares of its common stock to Placer by May 10, 1997 and pay Placer either $7,000,000 by that date or $4,000,000 by that date and $3,500,000 by May 10, 1998. Under the terms of this agreement, the Company will pay Placer a 2 % net smelter return royalty in perpetuity with stipulated annual advance minimum royalty payments to Placer ranging from $100,000 (in 1999) to $250,000 (in years 2002 through 2010). All advance minimum royalties paid are to be credited against actual production royalties. 24 35 ROYAL SILVER MINES, INC. (A Development Stage Company) NOTES TO THE FINANCIAL STATEMENTS June 30, 1998 NOTE 14 - OPTIONS INVOLVING MINING PROPERTIES (Continued) Option With Placer Mining (Continued) Subsequent to March 31, 1997, due to regional environmental concerns and the prospect of related litigation, the Company concluded that it would not exercise its option on the Bunker Hill Mine. Accordingly, the $238,887 in option costs and related expenses toward the purchase of this property were written off during the quarter ended March 31, 1997. Option with Oregon and Chilean Exploration Mining Company, LTDA In June 1997, the Company executed an agreement with Oregon and Chilean Exploration Mining Company, LTDA (hereinafter "OCEM") whereby the Company acquired an option from OCEM to purchase a 100% interest in 95 exploration claims totaling 28,300 hectares surrounding the known Mocha District claims of the Escala family. The option agreement calls for stipulated, sequential cash option payments over an eight-year time frame. At June 30, 1998, the Company had expended $50,000 of the total $3,356,000 option purchase cost and $30,000 in work commitments. In July 1998, the Company elected to drop its option and recorded a loss of $80,000 on this option transaction in the quarter ending June 30, 1998. Option With Escala Family In July 1997, the Company executed an agreement with the Escala family of Santiago, Chile whereby the Company acquired an option from the Escalas to purchase a 100% interest (less a 2% net smelter return royalty) in a mining property in the Mocha District in northern Chile. The option agreement calls for stipulated, sequential cash option payments over a five-year time frame. At June 30, 1998, the Company had expended $276,000 of the total $5,000,000 option purchase price and $47,530 in work commitments. In July 1998, the Company elected to drop its option and recorded a loss of $323,530 on this option transaction in the quarter ending June 30, 1998. Option in LaRioja Province, Argentina In January of 1997, the Company acquired an option to purchase twelve separate mine claims in La Rioja Province, Argentina. Under the terms of the option agreement, the Company can purchase the properties on or before March 1, 2000 by the payment of $4,500,000 in cash or $5,500,000 of the Company's shares of common stock in addition to annual expenditures for work commitments on the optioned property. The original owners are to retain a 1.95% net smelter return royalty on future production. 25 36 ROYAL SILVER MINES, INC. (A Development Stage Company) NOTES TO THE FINANCIAL STATEMENTS June 30, 1998 NOTE 14 - OPTIONS INVOLVING MINING PROPERTIES (Continued) Option in LaRioja Province, Argentina (Continued) At December 31, 1997, the Company had expended $114,341 in work commitments on the optioned property. During the quarter ended March 31, 1998, the Company dropped the option, returned the optioned property to its owners, and recorded a loss of $114,341 on this option transaction. Option for Joint Venture On June 19, 1998, the Company executed an option agreement with Eastfield Resources (USA) Inc. and Prism Resources Inc. Under the terms of the three month agreement expiring September 30, 1998, Eastfield and Prism granted an option to the Company to enter into a joint venture arrangement with these two firms for the exploration and development of certain mining properties within the Three Hills project in the Tonopah mining district of Nevada. The option agreement calls for payment of $10,000 by the Company upon executing the option agreement and drilling at selected sites by the Company within the option period. At the end of the option period, the Company can exercise its option to acquire a 50% interest in the joint venture by paying an additional $10,000 to the two aforementioned firms and spending $1,500,000 in work commitments over the subsequent three-year period. NOTE 15 - STOCK OPTION AGREEMENT WITH CENTURION MINES CORPORATION In September 1996, the Company executed an agreement with Centurion Mines Corporation ("Centurion") whereby the Company acquired an option from Centurion to purchase up to 800,000 shares of its common stock held by Centurion for the exercise price of $1.75 per share during the two-year period ending September 30, 1998. The Cost of this two-year stock purchase option was $50,000 which was paid by the Company and charged to stockholders' equity (accumulated deficit). Effective April 15, 1997, the aforementioned stock option agreement was renegotiated (at no cost to the Company) and amended to extend the exercise period until September 30, 1999 and to revise the exercise price to $1.50 per share during this same period. At June 30, 1998, no shares were acquired from Centurion under this option agreement. See Note 17. 26 37 ROYAL SILVER MINES, INC. (A Development Stage Company) NOTES TO THE FINANCIAL STATEMENTS June 30, 1998 NOTE 16 - LETTER OF INTENT WITH TECK EXPLORATION LTD. On October 27, 1997, the Company signed a letter of intent with Teck Corporation (dba Teck Exploration, Ltd.) of Vancouver, B.C. to jointly explore and develop the Mocha porphyry copper prospect in region I of northern Chile. The agreement contemplates an initial drilling program funded by Teck. The agreement also contemplates that Teck will receive the option to purchase 1,200,000 "units" from Royal at a price of $0.75 per unit. Each unit will consist of : (a) one share of Royal's common stock; (b) one A warrant exercisable at a price of $1.50 within twelve months; and (c) one B warrant exercisable within two years at market price less allowable discounts. The agreement further provides that 85% of the proceeds from the units will be used to explore the aforementioned Mocha property and that Teck may earn a 60% interest in the property. In July 1998, the Company and Teck mutually agreed to terminate their option agreement. See Note 14 for related disclosures on Chilean options. NOTE 17 - PROSPECTIVE COMBINATION (MERGER) WITH CENTURION MINES CORPORATION On November 24, 1997, Royal and Centurion Mines Corporation, headquartered in Salt Lake City, announced plans to combine the two companies. Centurion (subsequently renamed Grand Central Silver Mines, Inc.) is a significant owner of gold, silver, and copper mining properties in Utah. As a first stage in the combination of the companies, Centurion purchased certain Coeur d'Alene silver properties plus other patented mining properties owned by Royal in exchange for Centurion shares then valued at $1,500,000. See Note 5. As a result of differences in determining fair valuations, the directors of the two companies have decided to postpone merger plans for the foreseeable future; however, the two companies continue to share two common directors and a common officer. 27 38 ROYAL SILVER MINES, INC. (A Development Stage Company) NOTES TO THE FINANCIAL STATEMENTS June 30, 1998 NOTE 18 - COMMITMENTS AND CONTINGENCIES The Company is a defendant in a lawsuit filed by some of its shareholders for alleged violations of securities laws. The suit asks for actual damages. The Company believes the suit is completely without merit and intends to vigorously defend its position. The Company is also a defendant in a lawsuit alleging that the Company failed to transfer common stock in exchange for a mining property interest. The suit asks for actual and punitive damages. The Company believes the suit is completely without merit and has filed a countersuit alleging fraudulent misrepresentation. The Company is seeking both full title to the aforementioned mineral property and punitive damages, and believes its countersuit will prevail. In July 1998, the Company filed an action in federal court in Boise, Idaho for declaratory judgment regarding the validity of its Crescent Mine mineral lease. Defendants in the action include the U.S. Environmental Protection Agency, Shoshone County, and Fawcett International. Management believes that there is a good likelihood of prevailing in this matter. NOTE 19 - WORKING INTEREST IN JOINT VENTURE WITH METALLINE MINING CO. On January 15, 1998, the Company acquired a 35% working interest in a joint venture with Metalline Mining Co. for exploration and development of the Sierra Mojada District, Coahuila, Mexico. The project was formerly a joint venture between Metalline and Dakota Mining Corp. Royal acquired the interest from Dakota in exchange for $100,000 cash, 200,000 shares of Metalline common stock which Royal carried on its books as an investment (See Note 5), and 200,000 shares of Royal Silver common stock. Dakota retained a net smelter return royalty on future production from the project. On February 19, 1998, the Company sold the 35% working interest for exploration and development of the Sierra Mojada District, Coahuila, Mexico to Grand Central Silver Mines (GSLM) in exchange for a note receivable of $350,000, payable within one year and bearing interest of 8% per annum, and 735,000 shares of GSLM valued at $1,424,062. (See Note 3). A total gain of $1,604,062 was recognized on this transaction. 28 EX-27 2
5 This schedule contains summary financial information extracted from the Consolidated Statement of Financial Condition at June 30, 1998 (Unaudited) and the Consolidated Statement of Income for the three and nine months ended June 30, 1998 (Unaudited) and is qualified in its entirety by reference to such financial statements. 9-MOS SEP-30-1997 JUN-30-1997 45,851 0 472,507 0 0 526,375 196,651 39,808 7,112,162 61,651 0 0 0 185,851 6,864,660 7,112,162 0 0 0 765,460 519,933 0 0 745,415 0 0 0 0 0 745,415 0.05 0.05
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