As filed with the Securities and Exchange Commission ("SEC") on
September 23, 1999.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 TO
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FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL
BUSINESS ISSUERS PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
SILVER KING RESOURCES, INC.
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(Name of Small Business Issuer as specified in its charter)
DELAWARE 65-0884085
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(Jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
6025 South Eaton Lane
Littleton, Colorado 80123
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(Address of principal executive offices)
(303) 798-2980
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(Registrant's telephone number)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
N/A N/A
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.0001 par value
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Title of Class
<PAGE>
PART I
ITEM 1. DESCRIPTION OF BUSINESS(1)
INTRODUCTION
Silver King Resources, Inc. ("Silver King"), formerly known as Arngre, Inc., is
an exploration-stage mineral resource holding company incorporated under the
laws of the State of Delaware. Following a change in management in July 1998,
Silver King commenced the business of identifying, acquiring and exploring
properties containing silver mineralization. Prior to this time, Silver King was
an inactive company with no historic operations. Silver King chose to commence
this business based on management's perception that (i) the price of silver was
undervalued under existing supply and demand market forces; and (ii) during the
past decade, silver production has been insufficient to meet market demand,
which has increased primarily in the electronic, electrical products, jewelry,
silverware and photographic industries. Silver King's first exploration project
is a joint venture exploring properties in Mexico, where ongoing drilling and an
induced polarization survey indicate prospective silver mineralization. The
exploration program remains in the preliminary stage, and Silver King has not
yet completed a definitive feasibility study for the project. There can be no
assurance that a commercially viable mineral deposit exists in any of the
project's properties until the necessary exploration work is completed and a
comprehensive economic evaluation based on that completed work concludes
economic feasibility.
Silver King is the surviving entity of a merger (the "Merger") between Silver
King Resources (Delaware), Inc., a Delaware corporation, and Silver King
Resources, Inc., a Florida corporation formerly know as Arngre, Inc., which was
incorporated in Florida in August 1988 ("Arngre"). The Merger occurred on June
24, 1999. Prior to a change in management in 1998, Arngre was an inactive
company whose shares were listed for quotation on the OTC Bulletin Board. Silver
King Resources (Delaware), Inc., which was incorporated in Delaware in April
1999, was formed in order to effectuate the Merger and had no prior operating
history. After the Merger, Silver King Resources (Delaware), Inc., the surviving
corporation, changed its name to Silver King Resources, Inc. Pursuant to the
Merger, all of the issued and outstanding shares of common stock of Arngre were
exchanged on a one-for-one basis for an aggregate of 18,075,000 shares of common
stock of Silver King.
JOINT VENTURE TO DEVELOP MEXICAN PROJECT
On March 19, 1999, Silver King entered into a Joint Venture and Subscription
Agreement (the "Joint Venture Agreement") with International Capri Resources,
S.A. de C.V., a Mexican company ("ICRM"), International Capri Resources Ltd., a
British Columbian company ("ICR"), Zacualpan Minerals, LLC, a Colorado limited
liability company ("Zacualpan LLC"), and Alan Stier. Under the terms of the
Joint Venture Agreement, in May 1999, Silver King acquired a 60% interest in
newly-formed ICRM, which has rights to purchase five exclusive exploration and
exploitation silver-mining concessions in properties located in the municipality
of Zacualpan in Mexico and the municipality of Tetipac in the State of Guerrero,
Mexico under option purchase agreements assigned to it in December 1998 and
amended as of July 7, 1999. Under these agreements, ICRM expects to purchase the
five concessions by March 31, 2000, the date on which all of the final payments
for the concessions are due. ICRM also expects to purchase in the fourth quarter
of 1999 an approximately 4,500 hectare claim staked at a prospective
silver-producing property adjacent to Zacualpan, Mexico known as Quinto Real.
The five mining concessions, together with the Quinto Real claim, are referred
to as the "Zacualpan Project". The prospective mineralization at the Zacualpan
Project is uncertain. Through ICRM, and other subsidiaries that may be formed in
the future, Silver King plans to identify, explore, develop and place into
production mineral properties, focusing on prospective silver-producing
properties in Mexico.
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(1) For definitions of certain mining terms used in this description, see
"Glossary of Certain Mining Terms" at the end of Item 1 of this Form 10-SB.
<PAGE>
The current shareholders of ICRM are Silver King, with a 60% equity interest,
and ICR and Zacualpan LLC, each with a 20% interest. Each shareholder is
entitled to appoint one member of ICRM's Board of Directors, so long as its
equity interest in ICRM is at least 10%. The operating budget of each
exploration phase for the Zacualpan Project is prepared by the operator, which
is currently ICR, and submitted to ICRM's Board of Directors for approval. Once
ICRM's Board of Directors approves the budget, the ICRM shareholders must
finance the costs of the mining exploration programs and budgets in amounts
based on their ownership interest in ICRM. If one or more shareholders fail to
contribute capital in amounts equal to their respective pro rata ownership
interests, their interest in ICRM is adjusted accordingly. Under the Joint
Venture Agreement, if a shareholder contributes to the budget an amount less
than its ownership interest proportion, its interest in ICRM decreases, while
the complying shareholders' interests increase proportionately. If a
shareholder's interest in ICRM is reduced to less than 1%, it is deemed to have
assigned its remaining interest to the other shareholders and, as its sole
remuneration, is entitled to receive 0.5% of ICRM's net smelter returns.
All outstanding shares of ICRM are subject to a right of first refusal as set
forth in the Joint Venture Agreement and Bylaws of ICRM. Any ICRM shareholder
must first offer its ICRM shares to the other ICRM shareholders before it may
sell them to a third party. Any third party purchasing ICRM shares must agree to
be bound by the terms of the Joint Venture Agreement.
Both ICR and Zacualpan LLC, the other shareholders of ICRM, have prior direct or
indirect experience in the exploration and/or mining business. ICR is a company
engaged in the silver exploration business whose shares are listed on the
Vancouver Stock Exchange. From 1994 to 1998, ICR explored properties on Baffin
Island of the North West Territory in Canada for zinc, copper, nickel and gold.
ICR is currently involved in silver, zinc and gold exploration projects in
northwestern Ontario. Zacualpan LLC is a recently formed LLC, of which Mark
Isaacs is a principal member. Mr. Isaacs has been involved, as a principal, in
several hard rock mining projects in the United States and Mexico since 1991.
Contemporaneously with entering into the Joint Venture Agreement, Silver King
entered into a Right of First Refusal Agreement (the "ROFR Agreement") with Mark
Isaacs. Under the ROFR Agreement, Silver King has a right of first refusal to
participate in each and every mining and natural resource opportunity located in
Mexico or the United States (exclusive of projects geared towards the mining of
garnets) in which Mr. Isaacs or any entity controlled by him acquires an
interest. Silver King anticipates that its investment, if any, in opportunities
under the ROFR Agreement would be made through an operating subsidiary separate
from ICRM. In the event that Silver King exercises its right of first refusal
with respect to a project, it must initially contribute to a trust account up to
$750,000 to fund the project's budgeted preliminary expenditures for the first
90 days. If the funds deposited in the trust account are expended or irrevocably
committed for expenditure within approximately 45 weeks, Silver King and
Mr. Isaacs may form a joint venture with respect to the project, with Silver
King and Mr. Isaacs respectively owning an 80% and 20% interest in the venture.
In the event, however, that the project is owned or controlled by Polo Y Ron
Minerales S.A. de C.V., a Mexican company ("Polo Y Ron"), then Silver King shall
own a 60% interest in the venture, with Polo Y Ron owning a 25% interest and Mr.
Isaacs owning a 15% interest. Silver King's rights of first refusal as set forth
in the ROFR Agreement terminate on March 19, 2002. In addition, Silver King's
rights under the ROFR Agreement may be terminated by Mr. Isaacs if the current
stockholders of Silver King do not hold in the aggregate at least 25% of the
outstanding shares of Silver King's common voting stock.
SILVER INDUSTRY AND MARKET OVERVIEW
Silver is principally used in (i) the electrical and electronic components
industries, (ii) photography and (iii) jewelry and silverware. Due to its
strength, malleability, thermal and electrical conductivity and ability to
endure extreme temperature changes, silver has many industrial uses. For
example, it is used in batteries, computer chips, electrical contacts and
printing.
According to The Silver Institute, an international industry association of
miners, refiners, fabricators and silver wholesalers, demand for silver has
increased during the past five years by approximately 19% to 841 million ounces
per year. Production of silver by mining operations and secondary recovery from
scrap has been insufficient to meet this increased demand, resulting in a
shortfall exceeding 120 million ounces each year. The gap in the supply of
silver has been met to date by drawing on silver stockpiles. The increased
demand for
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silver is primarily due to the development of new technologies and products
using silver in electrical devices and electronic components, in addition to
significant increases in jewelry consumption from 1994 to 1998 of approximately
13%, according to The Silver Institute.
OVERVIEW OF BUSINESS
Silver King operates its business as an exploration stage mineral holding
company that intends to receive income from participating in joint ventures or
other business combinations, rather than, if warranted, developing and placing
mining properties into production on its own. Prior to the fourth quarter of
1998, Silver King was an inactive company with no operating history. Silver King
presently operates through its subsidiary ICRM, a joint venture in which Silver
King has a 60% equity interest. Through ICRM, Silver King currently has rights
to acquire five mining concessions in properties located in Southern Mexico, and
expects to purchase Quinto Real, an additional mining concession adjacent to
Zacualpan, Mexico, during the fourth quarter of 1999. These six mining
concessions are referred to as the "Zacualpan Project." No production of silver
is currently occurring at the Zacualpan Project, although commercial silver
mining by unaffiliated parties continues in the Zacualpan mining district. At
ICRM's request, an independent mining engineer, Juan Jose Cabuto Vidrio of
Mexico, and Burton Consulting Inc., independent geologists, completed a due
diligence report for the Zacualpan Project in December 1998. By April 1999,
Joseph P. Anzman, an independent geophysicist, and Israel Hernandez Perez and
Luis Nolasco Vargas, independent engineers, had completed the induced
polarization survey at the Zacualpan Project (other than the Quinto Real
concession to be acquired) recommended by the due diligence report. Based on the
results of the induced polarization survey, ICRM is conducting a drill program
at the Zacualpan Project. See ITEM 3. DESCRIPTION OF PROPERTY.
Silver King currently has no revenues. As of April 30, 1999, Silver King's
accumulated deficit was $121,378. Due to the capital-intense nature of starting
up a mining business, Silver King will require additional operating capital to
implement its business strategy of continued exploration of the Zacualpan
Project. As of April 30, 1999, Silver King had a cash balance of $80,956 and
working capital deficit of $34,044 as compared to no cash balance and a working
capital deficit of $25,000 as of December 31, 1998, when it was inactive.
Silver King plans to secure additional working capital primarily through the
sale of its securities. Its ability to raise capital accordingly depends on the
liquidity of Silver King's securities which, in turn, is facilitated by having a
class of securities eligible for public trading. The use of Silver King's
securities to raise capital relies to a great extent on the development and
maintenance of an active trading market for the securities. The public trading
market for Silver King's common stock is very limited. There can be no
assurances that a regular trading market will develop or, if developed, that it
will be sustained on a long-term basis.
THE ZACUALPAN PROJECT
The Zacualpan Project is located in the Zacualpan mining district,
which is located in the Municipality of Zacualpan in Mexico,
approximately 94 kilometers southwest of Mexico City, near the
northern Guerrero state line. The Zacualpan mining district has
produced silver for over 450 years, with one mining operation
continuing production. There has been little modern exploration in
the district for mineralization through indirect techniques, such as
geophysical induced polarization surveying. Furthermore, much of the
region has never been drill tested and exploration below the water
table has been minimal.
Based on recommendations from Juan Jose Cabuto Vidrio, an independent
mining engineer and Burton Consulting, Inc., an independent
geological consulting firm retained by ICRM, ICRM surveyed the
Zacualpan Project through induced polarization (the "IP Survey"). An
induced polarization survey can indirectly determine the presence of
silver mineralization by detecting anomalous conditions demonstrative
of the presence of pyrite. Pyrite, an iron sulfide with no commercial
value, is an indicator of silver mineralization.
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The 47 line/kilometer IP Survey outlined numerous anomalies in the
vicinity of former prospects and mine workings on the Zacualpan
Project. From these anomalies, fifteen targets were chosen for the
first phase of a drill program. ICRM is currently in the process of
conducting the drill program to test, in a preliminary manner, the
potential of several vein structures outlined by the IP Survey. The
drilling is being supervised by an independent geologist, Stewart
Jackson of Denver, Colorado.
To date, ICRM has completed the first phase of the fifteen-hole drill
program for the Zacualpan Project. Two of the vein structures, Quinto
II and Nogale, which were identified as induced polarization
anomalies in the IP Survey, were tested by thirteen drill holes. The
Cometa structure was tested by two drill holes. Assays have been
completed for the fifteen drill holes.
Zones of sulfides, carrying lead, zinc and silver were encountered in
all but one hole. Data for two of the more prospective holes are set
forth below:
<TABLE>
<CAPTION>
Hole # Interval/Distance in meters % Lead % Zinc gm/tonne Silver gm/tonne Gold
------ --------------------------- ------ ------ --------------- -------------
<S> <C> <C> <C> <C> <C>
#Z4 298.30-298.60 (0.33m) 7.10 9.09 368.9 0.41
#Z2 31.1-34.4 (2.7m) 0.49 1.35 147.8 0.07
48.49-50.60 (2.11m) 0.11 0.48 56.9 0.003
54.95-56.08 (1.13m) 1.06 3.63 199.65 0.105
</TABLE>
G.M. Lacme Laboratories of Guadalajara, Mexico prepared the materials
for the assays, with analyses conducted by its parent company, Acme
Laboratories of Vancouver, British Columbia. Analytical results are
obtained by induction coupled plasma 30 element scans, followed by
standard fire assay techniques.
The first phase of the drill program is intended to validate the
mineralization in the most anomalous areas identified by the IP
Survey. ICRM completed the first phase of the drilling program during
the third quarter of 1999, and is in the process of conducting the
second phase of the program, which it expects to complete by the
third quarter of 2000.
To date, ICRM's IP Survey and drill program indicate that there is
sulfide mineralization present at the Zacualpan Project, which may be
widespread. Past mining of old veins extended only to the water
tables and rarely to 100 meter depths beyond. Advanced methods of
exploration apparently have not been utilized in the area, which
suggests that most mineralization below the water table, if any,
remains present for exploration and extraction. Due to the primitive
methods previously used to locate the mineralized areas in locations
parallel to identified veins, en echelon or blind structures may
exist but have yet to be located.
Since ICRM has not determined the location of reserves, both
underground and open pit mining operations are possible. Most mining
operations in the Zacualpan mining district are underground.
BUSINESS STRATEGY
Silver King's objective is to become, through strategic affiliations
with joint venture partners and operators with prior mining
experience, a producer and provider of silver, other precious metals
and natural resources by acquiring and developing a significant
reserve of mineral deposits. The principal elements of Silver King's
business strategy are as follows: (i) to complete a drilling program,
and, if warranted, a feasibility study of a mining operation at the
Zacualpan Project; (ii) to acquire the Zacualpan Project by March
2000 under the option purchase contracts ICRM entered into in the
fourth quarter of 1998 and under the proposed assignment agreement
for the Quinto Real claim; (iii) if warranted, to proceed to develop
the Zacualpan Project into a mining operation; (iv) to identify and
acquire other mining, mineral and natural resource properties,
particularly in Mexico and the United States, that Silver King
believes contain significant amounts of silver or have exploration
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potential; and (v) to secure the financing required to explore and
develop the Zacualpan Project as well as other mining, mineral and
natural resource properties that Silver King may acquire in the
future.
Silver King believes that it will position itself to capitalize on
the increasing demand for silver and the commonly found co-occurring
metals of zinc, lead, copper and gold through the acquisition of
development and exploration properties with significant
mineralization potential.
COMPETITION
The mining industry is highly competitive. Silver King faces much
competition in acquiring the limited number of favorable properties
and prospects for drilling, exploration, development and mining
operations. Many of Silver King's competitors have more financial
resources and longer operating histories with established mining
operations than Silver King does. If Silver King competes with them
for the same customers or markets, their financial strength and more
established reputations could prevent us from securing business from
those customers or in those markets. For example, larger competitors
could discount prices to attract or maintain customers. Silver King
may not have the financial resources to compete with them on that
level. Additionally, competitors may have more financial resources
than Silver King to expend on the identification and exploration of
mining properties, which may impede our ability to locate and develop
potentially lucrative mines.
REGULATION
The following summary does not purport to describe all present and
proposed laws and regulations that may be applicable to Silver King
and its subsidiaries. Regulations are often the subject of judicial
proceedings, legislative hearings and administrative proposals, which
could change, in varying degrees, how the mining industry operates in
a given locale. Neither the outcome of these proceedings nor their
impact on the mining industry in a given locale or on Silver King can
be predicted at this time.
The mineral activities undertaken by Silver King and its subsidiaries
are subject to laws and regulations controlling not only the mining
of and exploration for mineral properties, but also the possible
effects of these activities on the environment.
Silver King's mining concessions in Mexico are subject to various
Mexican regulations which require permits and licenses from local
authorities. Silver King's failure to comply with applicable
regulations could result in fines or possible revocation of one or
more of Silver King's operating licenses and title to the mining
concessions, any of which events could have a material adverse effect
on Silver King. For example, compliance with these laws and
regulations may require significant capital outlays or delays in
Silver King's intended activities. In addition, any future mining
concessions or properties acquired by Silver King will also be
subject to various national, international, state or local mining and
environmental regulations.
Environmental conditions may exist on the Zacualpan Project which are
unknown to Silver King at present and which have been caused by
previous or existing owners or operators of these properties. Silver
King has not sought an environmental analysis at the Zacualpan
Project, nor has it conducted a comprehensive review of the
environmental laws and regulations in Mexico. To the extent Silver
King is subject to environmental liabilities, the satisfaction of
such liabilities would reduce its net cash flow and negatively affect
its financial position. If Silver King was not able to fund
environmental remediation costs, it might be forced to suspend
operations.
EMPLOYEES
As of the date of this registration statement, Silver King has two
employees. Silver King is not a party to any collective bargaining
agreements, has not experienced any work stoppages and believes that
its relationship with its employees is good.
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BUSINESS RISKS
When used in this filing, the words "may," "will," "expect,"
"anticipate," "believe," "continue," "estimate," "project," "intend,"
and similar expressions are intended to identify forward-looking
statements regarding events, conditions and financial trends which
may affect Silver King's future plans of operations, business
strategy, operating results and financial position. Readers are
cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date made and are not
guarantees of future performance. Statements made which are not
historical facts, such as anticipated production or costs, are
forward-looking statements and involve a number of risks and
uncertainties that could cause actual results to differ materially
from those projected or implied. These risks and uncertainties
include, but are not limited to, metals price volatility, volatility
of metals production, industrial minerals market conditions, and
project development risks. Silver King undertakes no obligation to
publicly release the result of any revision of these forward-looking
statements to reflect events or circumstances after the date they are
made or to reflect the occurrence of unanticipated events. The
following risk factors with respect to Silver King and its operations
may affect its strategy and business plan:
1. The successful implementation of Silver King's business plan is
contingent upon acquiring mining concessions under option agreements.
Silver King's rights to mineral concessions at the Zacualpan Project
derive from purchase option agreements which require installment
payments. In the event Silver King fails to make such scheduled
payments with respect to any of the concessions on the relevant due
date, Silver King's rights to any such property may lapse. In that
case, Silver King will have no business. There can be no assurance
that Silver King will, or will be able to, effect all such payments
by the requisite payment dates.
2. Silver King may not be able to continue as a going concern if it
does not generate revenues. Silver King's auditors have raised the
issue that Silver King may not be able to continue as a going concern
as a result of a lack of revenues. Silver King remains in the
exploration stage. At April 30, 1999, Silver King had a working
capital deficit of $34,044 and an accumulated deficit of $121,378,
with deficits and losses expected to continue for the foreseeable
future.
3. The absence of an operating history increases the cost and risk of
developing Silver King's business. Silver King has no current
operating history and is subject to all risks inherent in a
developing business enterprise. The likelihood of success of Silver
King must be considered in light of the problems, expenses,
difficulties, complications, and delays frequently encountered in
connection with a new business in general and those specific to the
natural resource industry, such as the competitive and regulatory
environment in which Silver King will operate and high start-up
costs. For example, substantial expenditures are required to
determine the location and extent of mineralization, through surveys,
drilling programs and other sampling techniques. Silver King has
already incurred approximately $140,000 in expenses for the induced
polarization survey and drilling program undertaken by ICRM at the
Zacualpan Project, and expects that it will continue to expend
significant sums for these activities and the advice of mining
engineers and geological consultants.
There are a number of uncertainties inherent in the initial stages of
any mining program, such as the location and dimensions of
mineralization, metal content and receipt of necessary governmental
permits. There can no assurance that Silver King will discover
minerals in sufficient quantities to justify commercial operations or
that funds and permits required for exploration and future
development can be obtained at all, or on a timely basis.
Accordingly, there can be no assurance that Silver King's exploration
efforts will result in profitable mineral production.
4. As an exploration stage company, Silver King must expend
significant amounts of money before it can make a profit, if ever.
Mineral exploration, particularly for silver, is highly speculative
in nature, frequently is nonproductive, and involves many risks,
often greater than those involved in the actual mining of
mineralization. Such risks can be considerable and may add unexpected
expenditures or delays to Silver King's plans. There can be no
assurance that Silver King's mineral exploration activities will be
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successful or profitable. Once mineralization is discovered, it may
take a number of years from the initial phase of drilling until
production is possible, during which time the economic feasibility of
production may change. A related factor is that exploration stage
companies use the evaluation work of professional geologists,
geophysicists, and engineers for estimates in determining whether to
acquire an interest in property or to commence exploration or
development work. These estimates generally rely on scientific
estimates and economic assumptions, and in some instances may not be
correct, and could result in the expenditure of substantial amounts
of money on a property before it can be determined whether or not the
property contains economically recoverable mineralization. The
economic viability of a property cannot be determined until extensive
exploration and development has been conducted and a comprehensive
feasibility study performed. Silver King currently does not have any
such feasibility studies, and has not yet prepared feasibility
studies on any of its properties.
5. The market fluctuation of mineral prices may render Silver King's
business economically unviable. The market prices of any minerals
produced are subject to fluctuation, which may negatively affect the
economic viability of properties on which expenditures have been
made. Silver King remains in the exploration stage and has commenced
neither the extraction of minerals at commercial levels nor the sale
of minerals. Silver King is not able to determine at present whether
or not, or the extent to which, such risks may adversely affect
Silver King's strategy and business plans.
6. Silver King will need to generate revenue and secure additional
financing to operate. Silver King needs additional capital but
currently has no revenues. Substantial expenditures are required to
establish ore reserves through drilling, to determine metallurgical
processes to extract the mineralization from the ore and, in the case
of new properties, to construct mining and processing facilities.
Silver King recently raised $555,500 in private placements of its
securities. It intends to contribute a substantial portion of the net
proceeds of the private placement to ICRM so that it may complete the
acquisition of certain mineral rights. The net proceeds will not be
sufficient to fully finance the exploration and drill program
currently in process at the Zacualpan Project. Accordingly, Silver
King will require further financing in order to pursue its
longer-term strategy to explore the Zacualpan Project and acquire and
explore additional mineralization properties. Silver King intends to
seek this financing through a combination of traditional debt
financing and the placement of debt and equity securities. Provided a
liquid trading market for Silver King's common stock develops, Silver
King hopes to finance some portion of its future property
acquisitions by using shares of its common stock for all or a
substantial portion of the consideration to be paid. However, in the
event that the common stock does not attain or maintain a sufficient
market, or potential property sellers are otherwise unwilling to
accept common stock as part of the consideration for the sale of
their properties, Silver King may be required to utilize more of its
cash resources, if available, in order to initiate and maintain its
acquisition strategy. If Silver King does not have sufficient cash
resources, its growth could be limited unless it is able to obtain
additional capital through debt or equity financings. Silver King
will attempt to identify sources of financing on an on-going basis,
but there can be no assurances that such sources can be found or
that, if available, the terms of such financing will be commercially
acceptable to Silver King. Because of Silver King's need for
additional capital to fund the exploration and drill program at the
Zacualpan Project, to complete the acquisition of certain mineral
rights, and to provide for further development and exploration, the
lack of consistent revenue or financing sources could be a
detrimental factor in Silver King's business progress.
7. Due to the limited market for Silver King's common stock and
possible volatility of stock prices, an investment in Silver King may
be risky and illiquid. The public trading market for shares of Silver
King's common stock on the National Quotation Bureau's Pink Sheets is
extremely limited. There is a minimal supply of Silver King's shares
eligible for public resale. There can be no assurances that a regular
trading market for the Silver King's common stock will develop, and
if it develops, whether it can be sustained. By its very nature,
trading on the National Quotation Bureau's Pink Sheets provides only
limited market liquidity. As a result of the limited market,
stockholders may have difficulty in effecting sales of their shares
and/or obtaining a satisfactory price for such shares. As of
September 22, 1999, Silver King has outstanding 18,075,000 shares of
common stock of which approximately 100,000 are eligible for public
trading. Until its trading market develops, if
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at all, the market price for Silver King's common stock is likely to
be volatile, and factors such as success or lack thereof in acquiring
suitable strategic targets, competition, governmental regulation and
fluctuations in operating results may all have a significant effect.
In addition, the stock markets generally have experienced, and
continue to experience, extreme price and volume fluctuations which
have affected the market price of many small capitalization companies
and which have often been unrelated to the operating performance of
these companies. These broad market fluctuations, as well as general
economic and political conditions, may adversely affect the market
price of Silver King's common stock.
8. Adverse impact of rule change on Silver King's common stock. Under
a rule change recently announced by the SEC and the National
Association of Securities Dealers, Inc. ("NASD"), "non-reporting"
public companies trading on the OTC Bulletin Board as of January 4,
1999 like Silver King are no longer eligible to trade securities on
the OTC Bulletin Board unless they become reporting companies under
the Securities Exchange Act of 1934, as amended (the "Exchange Act")
within a specified period of time. As a result of the rule change,
Silver King's common stock was suspended from quotation on the OTC
Bulletin Board on August 3, 1999. According to the rule change, the
NASD limited trading activities to only those companies that have
registered their securities under the Exchange Act and have fully
cleared all comments made by the SEC to registration statements
effectuating such registration. Although Silver King's shares became
registered under the Exchange Act on September 8, 1999 by virtue of
filing a registration statement with the SEC on July 8, 1999, Silver
King has not yet cleared all comments made by the SEC to the
registration statement. Management has prepared this amendment to the
registration statement to clear such SEC comments. All SEC comments
to this registration must be cleared by October 1, 1999 in order for
Silver King's securities to be eligible for quotation on the OTC
Bulletin Board. Management believes that it is unlikely that all
comments will be cleared by October 1, 1999. In the event all
comments have not been cleared by October 1, 1999, Silver King
intends to submit an application for its shares to be relisted on the
OTC Bulletin Board. Silver King's common stock is currently traded in
the National Quotation Bureau's Pink Sheets.
9. Possible limitations upon trading activities; Restrictions imposed
upon broker-dealers effecting transactions in penny stocks. The SEC
has adopted regulations imposing limitations upon the manner in which
certain low priced securities (referred to as a "penny stock") are
publicly traded. Under these regulations, a penny stock is defined as
any equity security that has a market price of less than $5.00 per
share, subject to certain exceptions. Such exceptions include any
equity security listed on the Nasdaq National Market System or
SmallCap Market and any equity security issued by an issuer that has
(i) net tangible assets of at least $2,000,000, if such issuer has
been in continuous operation for three years, (ii) net tangible
assets of at least $5,000,000, if such issuer has been in continuous
operation for less than three years, or (iii) average annual revenue
of at least $6,000,000 if such issuer has been in continuous
operation for less than three years. Unless an exception is
available, the regulations require the delivery, prior to any
transaction involving a penny stock, of a disclosure schedule
explaining the penny stock market and the risks associated therewith.
Also, under these regulations, certain broker/dealers who recommend
such securities to persons other than established customers and
certain accredited investors must make a special written suitability
determination for the purchaser and receive the purchaser's written
agreement to a transaction prior to sale.
Silver King's common stock presently constitutes a "penny stock."
Accordingly, trading activities for Silver King's common stock will
be made more difficult for broker-dealers than in the case of
securities not defined as "penny stocks." This may have the result of
depressing the market for Silver King's securities and an investor
may find it difficult to dispose of such securities.
10. Possible dilution of common stock. Silver King is previously
authorized to issue 50,000,000 shares of common stock of which
18,075,000 are outstanding as of September 22, 1999. One of the
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principal elements of Silver King's business strategy is to
accomplish strategic property acquisitions with business partners,
which may be effectuated through the issuance of additional shares of
Silver King's common stock as part of the purchase price
consideration. This would have the effect of increasing the number of
shares of common stock outstanding. In addition, in order to
accomplish its acquisition strategy on a longer-term basis, Silver
King is likely to require additional financing to fund its
acquisition strategy, which may entail the issuance of additional
shares of common stock or common stock equivalents, which would have
the further effect of increasing the number of shares outstanding. In
connection with other business matters, Silver King will likely
undertake the issuance of more shares of common stock. This may be
done in order to, among others, facilitate a business combination,
acquire assets or stock of another business, compensate employees or
consultants or for other valid business reasons in the discretion of
Silver King's Board of Directors. Under Delaware law, Silver King can
issue additional shares without notice to, or approval of, existing
stockholders. In addition, during January, 1999, in conjunction with
private placements of its securities, Silver King granted warrants to
purchase an aggregate of 2,000,000 shares of common stock.
11. Realization of investments in mineral properties and additional
capital needs. The ultimate realization of Silver King's investments
in mineral properties is dependent upon the discovery of economically
recoverable reserves, the ability of Silver King to obtain financing
or make other arrangements for development and upon future profitable
production. Silver King expects to finance its future operations
through the sale of equity securities, joint venture arrangements
(including project financing), and the sale of interests in mineral
properties. Silver King does not have sufficient capital of its own
to explore and develop its mineral properties and there can be no
assurances that Silver King will be successful in obtaining the
required funds to finance its long-term capital needs.
12. Title to mineral concessions. There is no guarantee that title to
the concessions to be acquired by its subsidiary will not be
challenged or impugned. Title insurance generally is not available,
and Silver King's ability to ensure that its subsidiary will obtain
secure claims to individual mining concessions may be severely
constrained. Although Silver King has reviewed publicly available
title records for all of the claims which its subsidiary has rights
to acquire, Silver King has not conducted surveys of any of these
claims; therefore, the precise area and location of such claims may
be in doubt. Accordingly, any mineral concessions may be subject to
prior unregistered agreements, transfers or claims, and title may be
affected by, among other things, undetected defects.
13. Holding company structure risks. Silver King currently conducts,
and will continue to conduct, all of its operations through
subsidiaries. Silver King's ability to obtain dividends or other
distributions from its subsidiaries may be subject to, among other
things, restrictions on dividends under applicable local law and
foreign currency exchange regulations in the jurisdictions in which
the subsidiaries operate. The subsidiaries' ability to pay dividends
or make other distributions to Silver King may also be subject to
their having sufficient funds from their operations legally available
for the payment thereof which are not needed to fund their
operations, obligations or other business plans. If Silver King's
subsidiaries are unable to pay dividends or make other distributions
to Silver King, Silver King's growth may be inhibited after the
proceeds of the private placements completed in January and April of
1999 are exhausted, unless Silver King is able to obtain additional
debt or equity financing on terms which are acceptable to Silver
King. In the event of a subsidiary's liquidation, there may not be
assets sufficient for Silver King to recoup its investment therein.
14. Competition. Silver King faces intense competition in the mining
industry. Many of Silver King's competitors have well established
operations and significantly greater financial, marketing, personnel
and other resources than Silver King. There can be no assurance that
Silver King will be able to compete effectively against these or any
other competitors.
15. Control by certain stockholders. On the date of this registration
statement, Silver King's principal stockholders own approximately 66%
of the common stock of Silver King. Consequently, by virtue of
Delaware law, these stockholders will be in a position to elect all
of Silver King's directors and control the outcome of other corporate
matters without the approval of Silver King's
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other stockholders. In addition, applicable statutory provisions and
the ability of the Board of Directors to issue one or more series of
preferred stock without stockholder approval could deter or delay
unsolicited changes in control of Silver King by discouraging open
market purchases of Silver King's stock or a non-negotiated tender or
exchange offer for such stock, which may be disadvantageous to a
majority of Silver King's stockholders who may otherwise desire to
participate in such a transaction and receive a premium for their
shares.
16. Retention and attraction of key personnel. Silver King's success
will depend, in large part, on its ability to retain and attract
highly qualified personnel. Silver King's success in attracting
qualified personnel will depend on many factors, including its
ability to provide them with competitive compensation arrangements,
equity participation and other benefits. There is no assurance that
the Company will be successful in retaining or attracting highly
qualified individuals in key management positions.
17. Regulatory concerns. Environmental and other government
regulations at the federal, state and local level pertaining to
Silver King's business and properties may include: (a) surface
impact; (b) water acquisition; (c) site access; (d) reclamation; (e)
wildlife preservation; (f) licenses and permits; and, (g) maintaining
the fees for unpatented mining claims. See Item 2. MANAGEMENT'S
DISCUSSION AND ANALYSIS OR PLAN OF OPERATION - COMPLIANCE WITH
ENVIRONMENTAL AND LABOR LAWS.
18. Indemnification of officers and directors for securities
liabilities. The Bylaws of Silver King provide that Silver King may
indemnify any director, officer, agent and/or employee as to those
liabilities and on those terms and conditions as are specified in the
Delaware General Corporation Law. Further, Silver King may purchase
and maintain insurance on behalf of any such persons whether or not
the corporation would have the power to indemnify such person against
the liability insured against. The foregoing could result in
substantial expenditures by Silver King and prevent any recovery from
such directors, officers, agents and employees for losses incurred by
Silver King as a result of their actions. Further, Silver King has
been advised that in the opinion of the Securities and Exchange
Commission, indemnification is against public policy as expressed in
the Securities Act of 1933, as amended, and is, therefore,
unenforceable.
19. preemptive rights and cumulative voting. There are no preemptive
rights in connection with Silver King's common stock. Thus, no
existing common stockholder has the right to buy additional shares of
any new stock issues to preserve his proportionate share equity
ownership in Silver King. In addition, cumulative voting in the
election of directors is not provided for. Accordingly, the holders
of a majority of the shares of common stock, present in person or by
proxy, will be able to elect all of Silver King's Board of Directors.
See ITEM 8. DESCRIPTION OF SECURITIES - Common Stock.
20. Silver King does not expect to pay dividends. The holders of the
common stock are entitled to receive dividends when, as and if
declared by the Board of Directors out of funds legally available
therefor. To date, Silver King has not paid any cash dividends. The
Board does not intend to declare any dividends in the foreseeable
future, but instead intends to retain all earnings, if any, for use
in Silver King's business operations. As Silver King will be required
to obtain additional financing, it is likely that there will be
restrictions on Silver King's ability to declare any dividends.
21. Year 2000 issues. Silver King is presently attempting to respond
to Year 2000 issues. Year 2000 issues are the result of computer
programs being written using two digits rather than four to define
the applicable year associated with the program or an associated
computation. Any such two-digit computer programs that have
time-sensitive software may recognize a date using "00" as the year
1900 rather than the year 2000. This could result in a system failure
or miscalculation causing disruptions of operations, including among
other things, a temporary inability to process transactions, send
invoices or engage in normal business activities. Management expects
to have substantially all of the systems application
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changes completed within the next three months and believes that its
level of preparedness is appropriate.
The total cost to Silver King of these Year 2000 compliance issues is
not anticipated to be material to its financial position or results
of operations in any given year. These costs and the date on which
Silver King plans to complete the Year 2000 modification and testing
processes are based on management's best estimates, which were
derived utilizing numerous assumptions of future events including the
continued availability of certain resources, third party modification
plans and other factors. However, there can be no assurances that
these estimates will be achieved and actual results could differ from
those plans.
22. Risks inherent in international operations. Silver King's
business is currently conducted not in the United States, but in
Mexico. As a result, Silver King's operations are subject to various
risks such as loss of revenue, property or equipment due to
expropriation, nationalization, war, insurrection, terrorism or civil
disturbance, the instability of the Mexican economy, currency
fluctuations and devaluations, adverse tax policies and governmental
activities that may limit or disrupt markets, restrict payments or
the movement of funds or result in the deprivation of contract
rights. Silver King does not carry political risk insurance to help
protect against losses which we may incur as a result of foreign
political acts. Silver King has been advised by ICRM's Mexican legal
counsel that there are currently no foreign exchange controls in
Mexico nor applicable restrictions under Mexican law that prohibit
the repatriation of profits and the import and export of capital.
Additionally, the ability of Silver King to compete may be adversely
affected by foreign governmental regulations that encourage or
mandate the hiring of local contractors, or by regulations that
require foreign contractors to employ citizens of, or purchase
supplies from vendors in, a particular jurisdiction. Silver King is
subject to taxation in a number of jurisdictions, and the final
determination of its tax liabilities involves the interpretation of
the statutes and requirements of various domestic and foreign taxing
authorities. Moreover, the countries where Silver King operates and
plans to operate have legal systems that differ from the United
States legal system and may provide substantially less protection for
foreign investors.Silver King is not aware of any legal limitations
on its ability to obtain legal recourse in Mexico by virtue of being
a foreign investor in ICRM; however, other countries where Silver
King could operate in the future may have laws that limit the legal
recourse Silver King may obtain or seek as a foreign investor.
23. Restrictions and controls on foreign investments and acquisitions
of majority interests. Foreign investment by Silver King in local
joint ventures or business acquisitions may be restricted,
controlled, limited or even prohibited by the laws of foreign
jurisdictions in which Silver King operates or plans to operate.
Although Mexican legal counsel has advised Silver King that its
equity interest in its Mexican subsidiary is not subject to any legal
restriction, there can be no assurance that such restrictions will
not be enacted in the future. Other foreign laws require governmental
approval to investments by foreign persons and limit the extent of
any such investment. There can be no assurance that additional or
different foreign restrictions or adverse policies applicable to
Silver King will not be imposed in the future. In addition, there can
be no assurances that the governments of the foreign jurisdictions in
which Silver King or its subsidiaries has property or mining
concessions will continually honor and uphold property rights of
foreigners in their countries. Silver King does not have political
risk insurance covering it from any losses caused by these foreign
governments, such as expropriation. Expropriation or the failure by a
foreign government to recognize Silver King's mining concessions
could result in the cessation of Silver King's business or the loss
of capital expenditures made with respect to such properties.
24. Currency fluctuations. Silver King does not currently bill any
customers as it remains in the exploration stage. Silver King may
bill in Mexican pesos or U.S. dollars with respect to any activity
emanating from the Zacualpan Project. To date, the majority of
expenses incurred in the exploration and drilling of the Zacualpan
Project have been billed in U.S. dollars and paid in Mexican pesos at
the applicable exchange rate, which Silver King expects to continue.
Exchange rates for Mexican pesos and other local currencies in
countries where Silver King may operate in the future fluctuate in
relation to the U.S. dollar and such fluctuations may have an adverse
effect on Silver King's earnings or assets when local currencies are
exchanged for U.S. dollars if the exchange rate is not favorable for
Silver King.
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During the past seven months, the Mexican peso dropped slightly in
value compared with the U.S. dollar, but has been stable. Silver King
does not currently engage or plan to engage in any hedging
transactions in international currencies. Accordingly, any weakening
of the value of such local currency against the U.S. dollar could
result in lower revenues and earnings for Silver King.
25. Silver King does not currently have insurance to cover mining
risks. Since Silver King remains in the exploration stage and has not
yet acquired any mining concessions or commenced mining operations,
it has not obtained insurance covering mining risks. As the business
of mining is generally subject to many risks and hazards, including
adverse environmental effects, industrial accidents, labor disputes,
cave-ins, flooding and periodic interruptions due to inclement
weather, Silver King will attempt to obtain mining insurance within
ranges of coverage consistent with industry practice in the event
that it acquires mining concessions and commences mining activity.
These risks can result in the damage and destruction of mineral
properties and processing facilities, as well as personal injury,
environmental damage, mining delays and monetary losses. There can be
no assurances, however, that Silver King will be able to secure such
insurance at economically feasible premiums. In addition, insurance
against environmental risks may not be generally available to Silver
King.
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GLOSSARY OF CERTAIN MINING TERMS
Adit: An almost horizontal entrance to a mine.
Andesite: A fine grained, gray volcanic rock, mainly plagioclase and
feldspar.
Assay: A chemical test performed on a sample of ores or minerals to
determine the amount of valuable metals contained therein.
Calcareous: Containing calcium carbonate.
Development: Work carried out for the purpose of opening up a mineral
deposit and making the actual ore extraction possible.
Dolomite: A sedimentary rock rich in magnesia.
En Echelon/Blind Structures: Subparallel/not visible on surface.
Exploration: The searching for ore, usually by geological surveys,
geophysical prospecting, drilling, surface or underground headings,
drifts, or tunnels.
Feasibility Study: A technical study of a project at sufficient level
of accuracy and detail to allow a decision as to whether a given
project should proceed.
Grade: The average assay of a ton of ore, reflecting metal content.
Hectare: A planar unit of measurement in the metric system for
designating land area. One hectare equals 2.47105 acres or 107,638.93
square feet (one acre equals 43,560 square feet).
Mill: A processing plant that produces a concentrate of the valuable
minerals or metals contained in an ore. The concentrate must then be
treated in some other type of plant, such as a smelter, to effect
recovery of the pure metal.
Mineralization: The process by which a mineral or minerals are
introduced into a rock.
Net Smelter Return or NSR: A return based on the actual proceeds from
sale of metal or mineral products received less the cost of refining
or smelting at an off-site refinery.
Platy: Designating soil or minerals occurring in flaky layers.
Probable Reserves: That part of a mineral deposit which may be
economically and legally extracted or produced at the time of the
reserve determination for which quantity and grade and/or quality are
computed from information similar to that used for proven reserves
(see below), but the sites for inspection, sampling and measurement
are farther apart or are otherwise less adequately spaced. The degree
of assurance, although lower than that for proven reserves, is high
enough to assume continuity between points of observation.
Proven Reserves: That part of a mineral deposit which may be
economically and legally extracted or produced at the time of the
reserve determination for which (a) quantity is computed from
dimensions revealed in outcrops, trenches, workings and drill holes
and grade and/or quality are computed from the results of detailed
sampling; and (b) the sites for inspection, sampling and grade
measurement are spaced
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so closely and the geological character is so well defined that size,
shape, depth and mineral content of reserves are well established.
Pyrite: An iron sulfide that may indicate the presence of silver
mineralization.
Refining: The final stage of metal production in which residual
impurities are removed from the metal.
Reserves: That part of a mineral deposit which could be economically
and legally extracted or produced at the time of the reserve
determination. Reserves are customarily stated in terms of "ore" when
dealing with metalliferous minerals.
Rhyolite: a fine-grained volcanic rock containing abundant silica
minerals and aluminosilicates (feldspar) plus accessory minerals.
Schists: Rocks that are platy due to physical changes caused by heat
and pressure.
Schistosity: Planar textural elements in schists that create an
appearance of layering.
Skarn: Rocks composed almost entirely of lime-bearing silicates and
derived from nearly pure limestones and dolomites into which large
amounts of silicon, aluminum, iron and magnesium have been
introduced.
Smelting: Heating ore or concentrate material with suitable flux
materials at high temperatures creating a fusion of these materials
to produce a melt consisting of two layers: (1) one on top, a slag of
the flux and gangue (waste) minerals, and (2) one below, molten
impure metals. This generally produces an unfinished product
requiring refining.
Stoping: In mining, the loosening and removal of ore in a mine,
either by working upward (overhead or overhand) or downward
(underhand).
Tonne: A metric ton (1,000 kilograms, or 2,205 pounds).
Troy Ounce: Unit of weight measurement used for all precious metals.
The familiar 16-ounce avoirdupois pound equals 14.583 Troy Ounces.
Vein: A mineralized zone having a more or less regular development in
length, width and depth which clearly separates it from neighboring
rock.
Waste: Barren rock in a mine, or mineralization that is too low in
grade to be mined and milled at a profit.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Silver King Resources, Inc. ("Silver King") is a exploration stage mining
exploration and development holding company with certain rights to acquire
mining concessions at properties located in southern Mexico through its Mexican
subsidiary. None of these properties are in production and, consequently, Silver
King has no current operating income or cash flow.
BACKGROUND
On June 24, 1999, Silver King Resources, Inc., formerly known as
Arngre, Inc., a Florida corporation ("Arngre"), merged with and into
Silver King Resources (Delaware), Inc., a newly-formed Delaware
corporation. Silver King (Delaware), Inc., the surviving corporation
of the merger, was formed for the purpose of the merger and had no
prior operating history. Immediately after the completion of the
merger, Silver King (Delaware), Inc. changed its name to "Silver King
Resources, Inc."
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Prior to the merger, Arngre was an inactive company whose shares were
listed for quotation on the OTC Bulletin Board. Since the former
stockholders of Arngre acquired a controlling interest in Silver King
(Delaware), Inc. in the merger, the merger has been accounted for as
a "reverse acquisition." Accordingly, for financial statement
presentation purposes, Arngre is viewed as the continuing entity and
the related business combination is viewed as a recapitalization of
Arngre, rather than an acquisition by Silver King (Delaware), Inc..
PLAN OF OPERATION/THE ZACUALPAN PROJECT
In May 1999, Silver King formed a joint venture with International
Capri Resources Ltd. ("ICR") and Zacualpan Minerals LLC ("Zacualpan
LLC") to acquire, explore and, if warranted, develop six mining
concessions on properties located in southern Mexico with prospective
silver mineralization (the "Zacualpan Project"). The joint venture
was structured by placing the rights to acquire the mining
concessions with International Capri Resources S.A. de C.V., a
Mexican company ("ICRM"), and having each of Silver King, ICR and
Zacualpan LLC subscribe for shares of ICRM. This structure was chosen
since mining concessions in Mexico must be held in the name of a
Mexican entity. Also, this structure allowed each shareholder to
appoint one member to ICRM's board of directors, which must approve
operational decisions. The shareholders are required to fund future
exploration, development and operating expenses of the Zacualpan
Project by contributing capital to ICRM in proportion to their
respective ownership interests. Silver King owns a 60% equity
interest in ICRM, which may be adjusted upward or downward depending
on each shareholder's compliance with required capital contributions
to ICRM in the future. See ITEM 1. DESCRIPTION OF BUSINESS - Joint
Venture In Mexico.
In December 1998, Polo Y Ron Minerals, S.A. de C.V. assigned to ICRM
its rights in three agreements to purchase a total of five mining
concessions in the municipalities of Zacualpan and Tetipac in
southern Mexico, which comprise parts of the Zacualpan Project. In
March and April 1999, an induced polarization survey (the "IP
Survey") was completed for the five concessions. The geophysicist
that performed the IP Survey recommended that ICRM undertake a drill
program to verify the IP Survey's promising indications of silver
mineralization at the Zacualpan Project. In the second quarter of
1999, ICRM began a 2,000 meter drill program, the first phase of
which was completed during the third quarter of 1999. Management
expects that ICRM will expend $1,000,000 for the drill program
through October 2000. Although the drill program is currently in its
initial stage, preliminary results indicate silver and base metal
anomalies. If the results of a second phase of the drill program are
favorable, ICRM will commission a preliminary feasibility study to be
completed by approximately the end of the year 2000, which study is
likely to entail a more extensive drill program to define the
mineralized zones. Although management does not expect ICRM to hire
employees during the next twelve months, ICRM may hire temporary,
part-time employees to assist with the exploration drilling process
if necessary. If ICRM decides to commission a feasibility study, it
would hire an independent engineering firm to perform the study. The
costs of two part-time employees and the feasibility study are
included in the $1,000,000 allotted for the drill program through
October 2000. Based on these expectations, management's plan of
operation for the next twelve months is to fund $600,000 of the
$1,000,000 needed for ICRM's drill program. To date, Silver King has
funded approximately $140,000 of the $600,000. In addition, Silver
King expects to expend over the next twelve months the aggregate
amount of approximately $258,000 to $358,000 for the following
reasons:
<TABLE>
<CAPTION>
- ------------------------------------------------------------ ---------------------------------------------------------
Amount Reason
- ------ ------
- ------------------------------------------------------------ ---------------------------------------------------------
<S> <C>
$ 33,100 Remaining payments due under ICRM's mining concession
option purchase agreements for the Zacualpan Project
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- ------------------------------------------------------------ ---------------------------------------------------------
$ 15,000 Payment for ICRM's acquisition of the Quinto Real
mining concession
- ------------------------------------------------------------ ---------------------------------------------------------
$ 40,000 Payments for government mining duties, proof of works
and taxes for ICRM's mining concessions at the
Zacualpan Project and Quinto Real
- ------------------------------------------------------------ ---------------------------------------------------------
$ 40,000 Legal, administrative and accounting expenses for ICRM
- ------------------------------------------------------------ ---------------------------------------------------------
$ 80,000 Legal, administrative and accounting expenses for
Silver King
- ------------------------------------------------------------ ---------------------------------------------------------
$100,000 $100,000 of consulting fees that may be payable to
geological consultants if retaining them for the
Zacualpan Project is warranted
- ------------------------------------------------------------ ---------------------------------------------------------
$ 50,000 Demand loan payable from Silver King to Founders Equity
Group, Inc.
- ------------------------------------------------------------ ---------------------------------------------------------
</TABLE>
Silver King will require further financing in order to pursue its
longer-term strategy to explore the Zacualpan Project through the
planned drilling program and acquire and explore additional
mineralization properties. Although Silver King has thus far raised
$555,500 in private placements of its securities in 1999, it intends
to contribute a substantial portion of the net proceeds of the
private placements to ICRM so that it may complete the acquisition of
certain mineral rights and continue with the drilling program at the
Zacualpan Project. The net proceeds, however, will not be sufficient
to fully finance the exploration and drilling program currently in
process at the Zacualpan Project. Accordingly, Silver King intends to
seek this financing through a combination of traditional debt
financing and the placement of debt and equity securities. Silver
King also hopes to finance some portion of its future property
acquisitions by using shares of its common stock for all or a
substantial portion of the consideration to be paid, although this
may be difficult since no liquid trading market for Silver King's
common stock exists. In the event that the common stock does not
attain or maintain a sufficient market, or potential property sellers
are otherwise unwilling to accept common stock as part of the
consideration for the sale of their properties, Silver King may be
required to utilize more of its cash resources, if available, in
order to initiate and maintain its acquisition strategy. If Silver
King does not have sufficient cash resources, its growth could be
limited unless it is able to obtain additional capital through debt
or equity financings.
RESULTS OF OPERATIONS
REVENUES; LOSSES. Silver King does not yet produce silver or any
other mineral products and has no revenues from product sales. The
net loss for the year ended December 31, 1998 was $26,834. For the
four months ended April 30, 1999, Silver King incurred a net loss of
$89,544, as pre-operating costs
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increased. From August 23, 1988, its date of incorporation, through
April 30, 1999, Silver King has incurred a total net loss of
$121,378.
ADMINISTRATIVE. Administrative expenses were $1,834 for the year
ended December 31, 1998, compared to no administrative expenses for
the year ended December 31, 1997. Silver King incurred administrative
expenses of $1,726 for the four months ended April 30, 1999. The
increase in administrative expenses from 1997 is the result of
reincorporation fees.
CONSULTING. Consulting fees were $5,000 for the year ended December
31, 1998, compared to no consulting fees for the year ended December
31, 1997. Silver King incurred $19,500 in consulting fees for the
four months ended April 30, 1999. The increased consulting fees were
due to retaining an administrative consultant.
LEGAL. Legal fees were $20,000 for the year ended December 31, 1998,
compared to no legal fees for the year ended December 31, 1997. For
the four months ended April 30, 1999, Silver King incurred legal
expenses of $16,600. This increase from 1997 was due to costs
associated with the negotiation and preparation of the Joint Venture
Agreement, the ROFR Agreement, as well as the private placement
offerings of Silver King's securities.
INTEREST EXPENSES. Interest expenses for the four months ended April
30, 1999 were $1,718, the first time Silver King has incurred an
interest expense. The interest expense was due to a $100,000 loan
taken by Silver King in April 1999 at an annual interest rate of 12%,
and other loans repaid in April 1999.
LIQUIDITY AND CAPITAL RESOURCES
As of April 30, 1999, Silver King had cash and cash equivalents of
$80,956. Silver King had no cash or cash equivalents as of either
December 31, 1997 or 1998. The increase in the four months ended
April 30, 1999 relative to prior times was due to the receipt of net
proceeds from private placements of securities.
Silver King received an aggregate of $555,500 in net proceeds from
private placements completed in January and April of 1999. In January
1999, Silver King issued (i) 14,500,000 shares of its common stock at
a price of $.001 per share and received $14,500 in net proceeds, and
(ii) 2,000,000 units, each unit consisting of one share of common
stock and one common stock purchase warrant, at a price of $.008 per
unit and received $16,000 in net proceeds. In April 1999, Silver King
issued 525,000 shares of its common stock at a price of $1.00 per
share and received $525,000 in net proceeds.
The net cash used in operating activities for the year ended December
31, 1998 was $25,000, compared to $0 for the year ended December 31,
1997. The net cash used in operating activities for the four months
ended April 30, 1999 was $24,544. The increase in the net cash used
in operating activities from 1997 was due to the fact that Silver
King had no operations prior to 1998, and the costs incurred in 1998
and the first four months of 1999 for funding the pre-operating
costs.
The net cash provided by financing activities was $630,500 for the
four months ended April 30, 1999, compared with no net cash from
financing activities for any prior period. This net cash was due to
the private placements of $555,500 completed in January and April of
1999, as well as $100,000 received as loan proceeds and a cash
overdraft of $25,000.
The net cash used in investing activities during the four months
ended April 30, 1999 was $525,000. Of the $525,000, $131,250 was paid
by Silver King as a subscription payment on behalf of Zacualpan LLC
for its 20% interest in ICRM, in consideration for which Mark Isaacs,
a principal member of Zacualpan LLC, granted Silver King certain
rights of first refusal to participate in future mining and natural
resource opportunities identified by Mr. Isaacs. The remaining
$393,750 was the subscription payment for Silver King's 60% interest
in ICRM common stock. This capital contribution will be used by ICRM
to (i) pay the purchase price for the five mining concessions for
which ICRM entered into
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option contracts, (ii) fund the IP Survey, drill program and further
exploration at the Zacualpan Project and (iii) fund approximately
$75,000 in legal, accounting and consulting fees associated with the
formation of the ICRM joint venture.
To date, $156,500 of the total purchase price of $211,600 for the
five mining concessions has been paid. The remaining amount to be
paid, $55,100, is due by March 2000.
Silver King is subject to a series of obligations with respect to
ICRM's acquisition of mining concessions at the Zacualpan Project. If
these commitments are not satisfied, ICRM could forfeit its right to
acquire the concessions or, once they are acquired, the title to
them. These obligations consist of making installment payments owed
but not yet payable to acquire the concessions under the option
agreements, paying government mining duties and transfer taxes and
filing proof of works. In addition, Silver King has agreed to fund
$100,000 of consulting fees that may be payable to geological
consultants if retaining them for the Zacualpan Project is warranted.
Silver King does not currently have a line of credit with any
financial institutions. Silver King currently owes $50,000 in
principal plus interest accrued thereon at the annual rate of 12%, on
a $100,000 principal loan from Founders Equity Group, Inc., an
unrelated party. The remaining amount of this loan is payable on
demand.
Silver King has a working capital deficit and is not generating
revenues. Silver King needs to raise additional funds in the next
twelve months in order to continue its operations. This may be
accomplished through traditional debt financing and the placement of
debt and equity securities.
COMPLIANCE WITH ENVIRONMENTAL AND LABOR LAWS
Silver King's current and future mining and processing operations and
exploration activities will be subject to various federal, state and
local laws in the countries in which it conducts its activities,
which govern the protection of the environment, prospecting,
development, production, labor standards, employee benefits,
occupational health, mine safety, toxic substances and other matters.
Compliance with these laws may cause Silver King to incur substantial
costs.
In connection with the exploration activities currently being carried
out at the Zacualpan Project in Mexico, Silver King expects to incur
nonmaterial costs related to (i) filing and complying with
environmental reports; and (ii) complying with any responses issued
by the competent Mexican authorities to these environmental reports.
The costs of compliance with environmental laws deriving from
activities to be carried out in the future at the Zacualpan Project
are unpredictable and may not be determined at this point, given that
environmental conditions may exist on the Zacualpan Project which are
presently unknown to ICRM and Silver King and which may have been
caused by previous or existing owners or operators of these
properties. Silver King and ICRM have not sought an environmental
analysis at the Zacualpan Project, nor have they conducted a
comprehensive review of the environmental laws and regulations in
Mexico.
The federal environmental law in Mexico is the General Law on
Ecological Balance and Environmental Protection ("LGEEPA"). In
accordance with the LGEEPA and its applicable regulations and
official standards, violations of Mexican environmental laws may
result in administrative, criminal or civil liability.
1. Administrative Liability. Such liability arises when any damage or
affectation to the environment and ecological balance is caused, as
well as in the case of non compliance with the LGEEPA, its
regulations or corresponding official standards. Any third party is
entitled to directly file an accusation with the appropriate Mexican
environmental authorities of any infringement to these legal
provisions. If found responsible, a party must repair the damage it
has created.
18
<PAGE>
The administrative penalties deriving from such infringements are:
(i) the imposition of fines; (ii), temporary or definitive, partial
or total closing of the responsible party's business, and/or (iii) up
to 36 hours of imprisonment.
2. Criminal Liability. In accordance with the Criminal Code for the
Federal District in Federal Matters and for all the Mexican Republic
in Common Matters, crimes against the environment are currently
punished by means of imprisonment, generally between 3 months and 6
years, and the imposition of a fine equivalent to 1,000 to 20,000
days of the minimum wage in effect for the Federal District.
3. Civil Liability. Under applicable Mexican civil law, violations of
environmental law may result in the obligation to repair any damage
caused.
SEASONALITY
The silver mining business is not seasonal, although the rainy season
in Mexico from May to October can temporarily slow production rates
due to road washouts, site damage and underground mine flooding.
Measures such as water control dikes and water pumps can be taken to
minimize the effects of flooding.
YEAR 2000 ISSUES
Silver King is presently responding to Year 2000 issues. Year 2000
issues are the result from computer programs being written using two
digits rather than four to define the applicable year associated with
the program or an associated computation. Any of Silver King's
computer programs that have time-sensitive software may recognize a
date using "00" as the year 1900 rather than the year 2000. This
could result in a system failure or miscalculation causing
disruptions of operations, including among other things, a temporary
inability to process transactions, send invoices or engage in normal
business activities. Since Silver King only recently commenced
business as a mineral resource holding company, our computer systems
are limited. We do not have a computer network, and currently use
only two personal computers in our business. We have requested the
vendors of our personal computers and software applications to
confirm that they are year 2000 compliant. While the possibility
exits that the failure of Silver King's computers and software
applications could have an adverse effect on our financial condition
and results of operations, management does not believe that such
effect would be material. If necessary, management could replace
computers and software for less than $10,000. Silver King also
maintains back-up copies of business records in paper format.
We currently have no suppliers or customers but do rely on
information and data provided by professional geologists and
engineers to analyze the prospects of mineralization at the Zacualpan
Project. If the software and equipment of those professionals and
those on whom such professionals rely to gather and evaluate this
data are not year 2000 functional, it could impair our ability to
properly assess the economic viability of the Zacualpan Project. We
are in the process of soliciting confirmation from these
professionals that their computer systems are year 2000 compliant.
The professionals currently working on the drilling program have
informed us, however, that the data collection and evaluation does
not significantly rely on computer processes. Management expects to
have substantially all of the systems application changes completed
within the next three months and believes that its level of
preparedness is appropriate.
The total cost to Silver King of these Year 2000 compliance issues is
not anticipated to be material to its financial position or results
of operations in any given year. Silver King has no mainframe or
central database. Although minor adjustments may be required on the
software applications, these costs are expected to be minimal. These
costs and the date on which Silver King plans to complete the Year
2000 modification and testing processes are based on management's
best estimates, which were derived utilizing numerous assumptions of
future events including the continued availability of certain
resources, third party modification plans and other factors. However,
there can be no assurances that these estimates will be achieved and
actual results could differ from those plans.
19
<PAGE>
Silver King believes that the most reasonably likely worst case
scenario resulting form the century change could be the transmission
by independent geological professionals to us of incorrect data
regarding the Zacualpan Project. For example, if Silver King were to
expend funds on exploring and developing areas incorrectly identified
by professional data as likely to contain mineralization, it is
probable that Silver King would not locate any significant
mineralization and consequently incur losses. Such an incorrect
assessment of any future exploration and development plans of mining
project could have a material adverse effect on our business,
financial condition and results of operations.
RECENTLY ISSUED ACCOUNTING STANDARDS
Statement of Financial Accounting Standards No. 128, "Earnings Per
Share" ("SFAS 128"), is effective for financial statements issued for
periods ending after December 15, 1997, including interim periods.
The statement requires restatement of all prior period earnings per
share (EPS) data presented. The new standard requires a
reconciliation of the numerator and denominator of the basic EPS
computation to the numerator and denominator of the diluted EPS
computation. Silver King adopted SPAS 128 for the period ending
December 31, 1997 as presented in the financial statements. Adoption
of this standard did not result in a restatement of prior periods EPS
data.
Statement of Financial Accounting Standards No. 130, "Reporting
Comprehensive Income" ("SFAS 130"), is effective for financial
statements with fiscal years beginning after December 15, 1997. Since
Silver King has no items of other comprehensive income, no separate
statement of comprehensive income has been presented. SFAS 130
establishes standards for reporting and display of comprehensive
income and its components in a full set of general purpose financial
statements.
Statement of Position 98-5, "Reporting on the Costs of Start-Up
Activities" ("SOP 98-5"), is effective for financial statements with
fiscal years beginning after December 15, 1998 with initial adoption
reported as a cumulative effect of a change of accounting principle.
SOP 98-5 requires costs of start-up activities and organization costs
to be expensed as incurred. Silver King adopted SOP 98-5 effective
January 1, 1999. Silver King does not expect adoption of SOP 98-5 to
result in any cumulative effect of a change in accounting principle.
ITEM 3. DESCRIPTION OF PROPERTY
Through ICRM, Silver King has the rights to acquire the first five mining
concessions listed below. In addition, ICRM expects to purchase and have
assigned to it a sixth mining concession known as Quinto Real by the end of
1999. All of the mining concessions listed below are located in southern Mexico
and collectively cover more than 11,430 acres:
<TABLE>
<CAPTION>
Property Type of Concession Location Acres
-------- ------------------ -------- -----
<S> <C> <C> <C> <C>
1. El Quinto II Mining exploitation Municipality of Zacualpan, 22
(El Quinto Dos) concession State of Mexico
2. Los Compadres Mining exploitation Municipality of Tetipac, State 74
concession of Guerrero
3. El Cometa Navideno Mining exploitation concession Municipality of Tetipac, State 57
of Guerrero
4. La Cadena Mining exploitation concession Municipality of Zacualpan, 276
State of Mexico
5. El Volado Mining exploration concession Municipality of Zacualpan, 9
State of Mexico
6. Quinto Real Application for a mining Municipality of Zacualpan,
exploration concession State of Mexico 10,992
</TABLE>
In December 1998, Polo Y Ron Minerales, S.A. de C.V. ("Polo Y Ron") assigned to
ICRM all of its rights to acquire five of the six concessions (other than Quinto
Real) under three separate option contracts. The Quinto Real claim is currently
held by Polo Y Ron but is in the process of being assigned to ICRM for a price
of
20
<PAGE>
$15,000. The final payment under the option agreement for the Los Compadres
lot is February 28, 2000. The final payment under the other two option
agreements is March 31, 2000. The following table sets forth the payment status
for each of the concessions:
<TABLE>
<CAPTION>
CONSIDERATION
CONCESSION SELLER TOTAL CONSIDERATION PAID TO DATE
- ---------- ------ ------------------- ------------
<S> <C> <C> <C> <C>
El Quinto II Felix Gomez Garcia U.S. $85,000.00 U.S. $61,500.00
El Cometa Navideno
Los Compadres Felix Gomez Garcia U.S. $25,000.00 U.S. $17,000.00
La Cadena, El Volado Hector Esquivel Esparza U.S. $101,600.00 U.S. $78,000.00
</TABLE>
Under the purchase contracts, ICRM will own 100% of the interest in each
concession when it has paid the total purchase price for the concessions,
which management expects to occur by March 2000.
LOCATION AND ACCESS
The Zacualpan Project is located in the states of Mexico and Guerrero in Mexico
near the town of Zacualpan. Geographical coordinates are 18(Degree) 44' North
latitude and 90(Degree) 50' West longitude. Portions of the Quinto Real
concession lie north of Zacualpan, while other concessions lie south of
Zacualpan in the vicinity of Coloxtitlan.
Access between the concession areas is provided by good secondary gravel roads
and within property blocks by well-traveled local access roads to residences,
maintained for two wheel drive vehicles. Minor difficulties are encountered due
to the rainy season in summer and fall but in general roads are in good shape
year-round.
Electrical power (110 V) is available throughout the region and is provided to
even small remote landholders. Water is abundant in the rainy season but is
somewhat scarce in the dry season with local municipal supplies coming from
reservoirs. Rural residents use a combination of streams, seeps, wells,
reservoirs and water haulage for water supply. Railway access is at Toluca,
located approximately 135 kilometers to the north, or at Cuernavaca,
approximately 153 kilometers to the northeast.
The elevation is between 1500-2000 meters with a mild pleasant climate
throughout the year. The terrain is occupied entirely by towns and small land
holdings generally used for subsistence farming.
HISTORY OF THE MINING DISTRICT AND THE PROPERTY
The majority of the history of the Zacualpan mining district is derived from
Monografia Geologica-Minera Del Estado De Mexico (1996, released in November
1998), authored by Ing. Amador Nunez Miranda and others from the Office of
Economic Development of Mexico.
According to Monografia Geologica-Minera Del Estado De Mexico, there have been
reports of bonanzas in the various mines in the Zacualpan mining district
throughout history. Some indication of the economic importance of the district
can be derived from the production records from one of the ten or eleven
mineralized zones. The mines of Guadalupe, Pachuqueno and Regenerador, which are
approximately three kilometers from the Zacualpan Project, collectively produced
one million tons of ore between 1967 and 1982, from which 9 million ounces of
silver were recovered. It is estimated that a similar amount of silver from a
lesser tonnage of ore was produced in the district prior to this time. Cia.
Minera Campana de Plata, S.A. de C.V., a subsidiary of Grupo Industrial Penoles
("Penoles"), published reserves in 1987 of over one million tons with grades of
289 grams/tonne of silver, 0.57% lead, and 1.23% zinc. Minera Porvenir de
Zacualpan, S.A. de C.V. ("MINPOZA") is actively mining the Unificacion Guadalupe
mines under lease from Penoles.
21
<PAGE>
The majority of the land in the region is covered by mineral holdings with
current low levels of exploration activity being conducted by MINPOZA, Minas San
Luis, S.A. de C.V., a subsidiary of Industria Luismin ("Luismin"), and others.
Competition is intense for the lotteries of abandoned or relinquished claims
when they are posted for restaking by the Mexican Department of Mines with as
many as thirty simultaneous entrants being placed in the lottery for awarding of
these claims.
MINERALIZATION
Regional mineralization is reported from both veins of interpreted hydrothermal
origin and "mantos" of volcanogenic massive sulfides. Mineralization in
Zacualpan is predominantly of vein type but sulfide showings of probable
volcanogenic origin occur south of the southern portion of the Quinto Real
claim.
Mineralization in the Mamatla region to the south has been described as being
associated with alteration in host rocks referred to as skarn, and as that of a
massive sulfide. The most recent summary in Monografia Geologica-Minera del
Estado de Mexico describes it as of volcanogenic massive sulfide affinity.
MINERAL RESERVES OF THE DISTRICT
Some data is available from literature on reserves of the Zacualpan mining
district. While dated in part, they provide an indication of reserve levels.
Penoles published reserves for its Zacualpan unit in December of 1987 at
1,106,540
22
<PAGE>
tons at 289 grams/tonne of silver, 0.57% lead and 1.23% zinc in some
33 structures. MINPOZA has actively been mining these zones since 1992 and
apparently has several years of reserves in its main operation at the Guadalupe
(formerly known as Campana de Plata) operation lying west of Zacualpan town
site.
MINING CONCESSIONS AT THE ZACUALPAN PROJECT
The concessions consist of three groupings of claims as follows, each of which
are discussed in sequence below:
1. EL QUINTO II, EL VOLADO, LA CADENA in the central area of the Zacualpan
mining district;
2. EL COMETA NAVIDENO, LOS COMPADRES to the south; and
3. QUINTO REAL, a new claim staked in the north.
1. EL QUINTO II, EL VOLADO, LA CADENA
This grouping of claims comprising 124.6 hectares contains several
vein structures many of which have had significant production in the
past. Only the El Quinto II area of workings is accessible today. The
entire group of claims is underlain by andesitic volcanics of varied
textures from lava flows to pillowed basalts. The units are all
metamorphosed to green schists. Units in general have schistosity
parallel and subparallel to bedding units which in general have low
dip angles.
Numerous quartz veinlet swarms trending both northwest and east-west
appear to be scattered throughout the claim block. Mineralized vein
structures that have been the subject of mining trend in general N
20-40 W and are subvertical in attitude.
EL QUINTO II - EL VOLADO. This vein system is accessible today on two
levels, one at creek level in Arroyo San Juan; the other at
approximately 50 meters higher elevation and extending into El Volado
claim. Lower workings of minor extent are flooded. Several hundred
meters of development are interconnected from level to level with
ventilation and access raises to the surface in several places
through old stopes. The vein system is comprised of two parallel
structures varying in width from 1-2 meters, expanding to several
meters in some stoped areas. Cross veins and intersecting features
are present. The mine was once equipped with electricity and rail,
some of which remains. In the second quarter of 1999, 164 tons of
ore-bearing material was shipped for processing and testing at the
MINPOZA mill in Zacualpan. This shipment averaged 2.41% lead, 2.77%
zinc, 199 gm/tonne silver and 0.10 gm/tonne gold.
Production from this vein system was reported to be substantial
during the Second World War for the production of zinc. A mill was
established near the lower portal in the site of an old abandoned
hacienda foundation. A second mill in a lower Calvario hacienda area
apparently recovered silver from tailings from the upper mill. A
volume estimate from examination of old mine workings would indicate
at least a few hundred thousand tons of production. Mineralization
occurs within a shear structure trending from N 60 degrees W but
having some cross structural and en echelon zones and flexes within
the vein system. The structure is subvertical with dips in general
50-85 degrees east.
Minor oxidation occurs within the sulfide zones but generally
sulfides appear fresh where visible in underground workings.
Sphalerite, galena and pyrite are the dominant minerals but
proustite-pyrargyrite are reported. Gangue minerals are predominantly
quartz and calcite. The vein does not have many clean exposures
underground as mining activities extracted to the limit of
mineralization in stopes. Pillars provide sample points and current
mining by hand consists of robbing pillars for a milling sample.
Testing by Acme Labs of Vancouver, Canada of select samples of high
grade obtained underground from a pillar ran as high as 9.46% lead,
20.77% zinc, 265.9 grams/tonne of silver, and 0.30 grams/tonne of
gold. Test results by Chemex Labs of Chihuahua, Mexico of another
sulfide sample from the vein
23
<PAGE>
underground assayed 4.0% lead, 8.92% zinc and 834 grams/tonne of
silver. Other samples assayed ran considerably lower but no
meaningful average can be reached from samples taken to date.
Numerous other prospects pit and small adits occur on the hillside
above El Quinto II.
LA CADENA
Several inaccessible workings or vein systems occur in the eastern
portion of La Cadena. Most trend parallel to El Quinto II and El
Volado. La Cadena consists of two major portal sites, one of which
dates from 1929. Production units at the sites may date back to
Spanish times (approximately 1300-1500) but production results for
the claims are unknown.
A small production mill was at one time located near the Las
Golondrinas workings at the La Cadena claim.
STATUS OF EXPLORATION OF EL QUINTO II, EL VOLADO AND LA CADENA
Silver King's subsidiary, ICRM, has undertaken an induced
polarization survey for each of the five properties other than Quinto
Real. An induced polarization survey can indirectly indicate the
presence of silver mineralization by locating anomalous conditions
demonstrative of the presence of pyrite. The induced polarization
survey totaling 47 line-kilometers detected many anomalous areas and
27 anomalous zones demonstrative of the presence of pyrite that
traverse these properties. Based on the survey results, these
properties may have widespread sulfide mineralization. To test the
results of the induced polarization survey, ICRM is undertaking a
drilling program. Initial drilling has intersected sulfides in
fourteen of fifteen holes completed to date with moderate silver
values. Additional assays are in progress.
Further drilling is needed to define possible oreshoots within the
vein structures.
2. LOS COMPADRES AND EL COMETA NAVIDENO
This grouping of claims comprising 53 hectares covers two parallel
N30 W trending vertical vein systems El Cometa Navideno and the
adjoining Santiago vein system together with occurrences along the
approximate extensions of these veins onto the Los Compadres claim.
The majority of the workings extending over a few hundred meters
southerly from the portal are inaccessible with remnants of
ventilation raises and open stopes located on the hillside 50-100
meters and 100-200 meters, south of the adit in the creek bottom. The
adit is accessible for a little over 100 meters, then is obstructed
by a cave in.
Stopes in the parallel Santiago vein 20 meters to the east were
apparently connected by galleries to those of the El Cometa Navideno
vein and extended to some depth below creek level in addition to
going to surface. Where exposed in the adit the nearly vertical El
Cometa vein is 0.5 meters but is reported to be wider than 1 meter.
The veins are hosted by andesite schists at the creek level and by
phyllites at higher elevations.
Production from this mine is not recorded but probably exceeded
100,000 tons from the distribution of workings and the postulated
31,760 ton potential reserve at a grade of 249 grams/tonne of silver
and 0.41 grams/tonne of gold.
Several other prospect adits and pits lie to the north of the claim
group but are not recorded and possible production is unknown.
The Los Compadres portion of this unit has number of quartz vein
prospects in andesite and phyllites. Little work has been done in
these areas.
STATUS OF EXPLORATION OF LOS COMPADRES AND EL COMETA NAVIDENO
24
<PAGE>
As with the first group of claims, expected targets in this area could be
sulfide masses within vein systems that would be 50,000 to 150,000 tons,
possibly larger. Dimensions would be 1-2 meters in width, 100-300 meters in
length and 100-300 meters in vertical dimension. To evaluate the potential for
targets of this nature, an induced polarization survey was conducted. Drilling
is in progress to test induced polarization anomalies for potential mineralized
zones.
3. QUINTO REAL
This large claim block is underlain predominantly by andesitic
schists and phyllites mapped as Triassic-Jurassic in age. In general,
they are moderately dipping, with schistosity parallel to initial
bedding as defined by lithologic variations, particularly within
lahar-type andesitic fragmentals. Limy bands occur within phyllites
in the central portion of this claim block. Swarms of quartz veinlets
1-10 centimeters in width occur throughout the region frequently
parallel or subparallel to foliation in many areas.
In the valley bottoms in the central portion of the claim block
recent tertiary sediments with limestone and volcanic fragments and
calcareous matrix fill the lower valleys and cover much of the
underlying volcanic schist and phyllites. A granodiorite of
Cretaceous age occurs near the north boundary of the claim. Its
relationship with the Triassic-Jurassic volcanics can not be seen and
no visible alteration zone is observed in nearby volcanics.
Capping ridges in the northwestern portion of the claim is a thick
massive to flow banded pink rhyolite of Tertiary age underlain by a
thick rhyolite fragmental with unsorted matrix (mudflows or lahars).
These younger rocks lie as a caprock over the underlying schists and
phyllites with the actual contact obscured by landslides and fill
cover.
Just off the south boundary of the claim in the bedrock of a creek, a
small showing of sulfide mineralization, including pyrite and quartz,
occurs in andesite schists. These sulfides and quartz are interpreted
to have a possible volcanogenic aspect as they follow vague outlines
of pillows in pillow lavas and are not constrained by vein
structures.
STATUS OF EXPLORATION OF QUINTO REAL
A preliminary geochemical survey of stream sediments conducted in this area
returned anomalous value for gold in several areas of the claim group. Initial
follow up rock sampling did not determine the source for the gold anomalies.
Additional work is needed to define possible gold mineralization in these areas.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth certain information regarding the beneficial
ownership of Silver King's common stock as of September 22, 1999, by (i) each
person who, to the knowledge of Silver King, beneficially owned more than 5% of
the common stock; (ii) each director and executive officer of Silver King; and
(iii) all executive officers and directors of Silver King as a group:
<TABLE>
<CAPTION>
AMOUNT OF
NAME AND ADDRESS OF BENEFICIAL PERCENT OF
BENEFICIAL OWNERS OWNERSHIP(1) CLASS
- ----------------- ------------ -----
<S> <C> <C>
Alan Stier(2) 0 0.0%
4372 44B Avenue
Delta, British Columbia
Canada V4K 1H1
25
<PAGE>
Dr. Stewart Jackson(3) 0 0.0%
6025 S. Eaton Lane
Littleton, CO 80123
Boyett Investments Limited 1,500,000 8.2%
Tropic Isle Building
Road Town
Tortolla, British Virgin Islands
Capital Growth Trust 1,500,000 8.2%
2028 Ryans Run Road,
Lansdale, PA 19446
Clifton Capital Ltd. 2,000,000(4) 10.5%
Tropic Isle Building
Road Town
Tortolla, British Virgin Islands
Cranbourne Investments Ltd. 1,000,000 5.5%
Whitehill House
Newby Road Industrial
Hazel Grove, Stockport
Cheshire M5H IK5
FAC Enterprises, Inc. 3,300,000(5) 17.5%
4960 South Virginia Street
Suite 300
Reno, NV 89502
Gatkin Limited 1,500,000 8.2%
Whitehill House
Newby Road Industrial
Hazel Grove, Stockport
Cheshire M5H IK5
GWR Trust 1,500,000 8.2%
1912 Caldwell
Conway, AR 72032
Stephen P. Harrington 1,000,000(6) 5.5%
648 Post Road
Wakefield, RI 02879
KAB Investments, Inc. 1,500,000 8.2%
24224 Kanis Road
Little Rock, AR 72223
Mark A. Kuperman(7) 75,000 *
7695 SW 104 Street, Suite 210
Miami, FL 33156
26
<PAGE>
Matrix Capital Management Ltd. 1,000,000 5.5%
15302 25th Dr. S.E.
Mill Creek, WA 98012
SPH Investments Inc. 1,000,000(8) 5.5%
648 Post Road
Wakefield, RI 02879
West Tropical Investments Corp. 930,000 5.1%
3100 North 29th Court
Hollywood, FL 33020
All Directors, and Executive 1,075,000 5.9%
Officers as a Group (4 persons)
</TABLE>
*Represents less than 1% of the outstanding shares of common stock.
(1) The securities "beneficially owned" by a person are determined in
accordance with the definition of "beneficial ownership" set forth in
the rules and regulations promulgated under the Exchange Act, and
accordingly, may include securities owned by and for among others the
spouse and/or minor children of an individual and any other relative
who has the same home as such individual, as well as other securities
as to which the individual has or shares voting or investment power or
which such person has the right to acquire within 60 days after the
date of this filing pursuant to the exercise of options, or otherwise.
Beneficial ownership may be disclaimed as to certain of the
securities. This table has been prepared based on 18,075,000 shares of
common stock outstanding as of September 22, 1999.
(2) The President of Silver King.
(3) Vice President - Mining Operations of Silver King.
(4) Includes warrants to purchase 1,000,000 shares of common stock
issued in a private placement transaction.
(5) Includes warrants to purchase 800,000 shares of common stock
issued in a private placement transaction.
(6) Includes 1,000,000 shares owned by SPH Investments Inc. Mr.
Harrington is the President of SPH Investments Inc. and the former
President of Silver King.
(7) The former president and director of Silver King.
(8) Ownership of these shares is attributed to Stephen P. Harrington,
the President of SPH Investments Inc. and the former President of
Silver King.
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
The following sets forth certain information regarding each of the directors and
executive officers of the Company.
<TABLE>
<CAPTION>
NAME AGE OFFICE
---- --- ------
<S> <C> <C>
Alan Stier 43 President, Treasurer and
Director
27
<PAGE>
Stewart Jackson 58 Vice President - Mining
Operations and Secretary
</TABLE>
The following is a brief summary of the business experience of
each of the above-named individuals:
ALAN STIER became the President and Treasurer and a Director of
Silver King in June 1999. From 1995 through the present, Mr. Stier has been the
President and Chief Executive Officer of International Capri Resources Ltd.
("ICR"), a British Columbian company engaged primarily in the mining and
exploration business whose shares are traded on the Vancouver Stock Exchange.
Mr. Stier has been a member of the board of directors of ICR since 1993. ICR has
focused its mining and exploration activities in Baffin Island in Canada's
Northwest Territory and in northwestern Ontario. ICR is a 20% owner of ICRM,
Silver King's Mexican operating subsidiary. From March 1996 to August 1998, Mr.
Stier was the President, Chief Executive Officer and a Director of Landore
Resources, Inc., a public company engaged in the gold mining business in
northwestern Ontario. Mr. Stier is a certified Power Engineer in British
Columbia and Alberta, Canada.
DR. STEWART JACKSON became Vice President - Mining Operations and Secretary of
Silver King in June 1999. Dr. Jackson has over 39 years of experience in the
mining industry. From 1987 through the present, Dr. Jackson has been an
independent consultant, officer, director and principal of several U.S. and
Canadian public mining companies involved in the exploration and development of
diamonds, base metals, precious minerals, industrial minerals and oil and gas,
including Continental Precious Minerals Ltd., Monument Resources, Inc., Little
Squaw Gold Mining Corporation and Nu-Dawn Resources Ltd. From 1981 through 1987,
Dr. Jackson was the founder and President of Crown Resource Corp. (now known as
Crown Resources Corporation), a public company developing gold and silver
targets in northeastern Washington. Dr. Jackson has also published several
articles on geological topics. He received his doctorate degree in Stratigraphy
and Economic Geology in 1969 from the University of Alberta.
BOARD OF DIRECTORS
All directors hold office until the next annual meeting of the stockholders and
the election and qualification of their successors. Officers are elected
annually by the Board of Directors and serve at the discretion of the Board.
The Board of Director presently consists of one (1) member.
ITEM 6. EXECUTIVE COMPENSATION
The following table provides certain summary information concerning compensation
paid to or accrued by the Company's Chief Executive Officer, Chairman of the
Board and all other executive officers who earned more than $100,000 (salary and
bonus) (the "Named Executive Officers") for all services rendered in all
capacities to the Company during the fiscal years ended December 31, 1998, 1997
and 1996:
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
LONG-TERM COMPENSATION
ANNUAL COMPENSATION AWARDS
--------------------------
RESTRICTED
NAME AND PRINCIPAL FISCAL OTHER ANNUAL STOCK OPTIONS/
POSITION YEAR SALARY BONUS COMPENSATION AWARDS SARS (#)
- -------- ---- ------ ----- ------------ ------ --------
<S> <C> <C> <C> <C> <C> <C>
Alan Stier 1998 N/A N/A N/A N/A N/A
President and Chairman of 1997 N/A N/A N/A N/A N/A
the Board 1996 N/A N/A N/A N/A N/A
Stephen P. Harrington 1998 -- -- -- -- --
Former President 1997 N/A N/A N/A N/A N/A
1996 N/A N/A N/A N/A N/A
28
<PAGE>
Mark A. Kuperman 1998 -- -- -- -- --
Former President 1997 -- -- -- -- --
1996 -- -- -- -- --
</TABLE>
DIRECTORS COMPENSATION
Directors who are officers of Silver King receive no additional compensation for
serving on the board of directors, other than reimbursement of reasonable
expenses incurred in attending meetings.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
SALE OF SHARES TO AN ENTITY AFFILIATED WITH A FORMER OFFICER AND DIRECTOR
On January 27, 1999, Silver King sold 1,000,000 shares of its common stock to
SPH Investments, Inc., for a total purchase price of $1,000. Stephen Harrington,
the former President of Silver King, is also the President of SPH Investments,
Inc. These shares were sold in a private placement transaction exemption
registration under Section 4(2) and Regulation D of the Securities Act.
ITEM 8. DESCRIPTION OF SECURITIES.
COMMON STOCK
Silver King is authorized to issue 50,000,000 shares of common stock, $.0001 par
value per share (post-Merger), of which 18,075,000 are issued and outstanding as
of September 22, 1999.
Holders of common stock have equal rights to receive dividends when, as and if
declared by the board of directors, out of funds legally available therefor.
Holders of common stock have one vote for each share held of record and do not
have cumulative voting rights.
Holders of common stock are entitled upon the liquidation of Silver King to
share ratably in the net assets available for distribution, subject to the
rights, if any, of holders of any preferred stock then outstanding. Shares of
common stock are not redeemable and have no preemptive or similar rights. All
outstanding shares of common stock are fully paid and nonassessable.
PREFERRED STOCK
Within the limits and restrictions provided in Silver King's certificate of
incorporation, the board of directors has the authority, without further action
by the stockholders, to issue up to 15,000,000 shares of preferred stock, $.0001
par value per share (post-Merger), in one or more series, and to fix, as to any
such series, the dividend rate, redemption prices, preferences on liquidation or
dissolution, sinking fund terms, conversion rights, voting rights, and any other
preference or special rights and qualifications. There are presently no shares
of preferred stock outstanding.
Shares of preferred stock issued by the board of directors could be utilized,
under certain circumstances, to make an attempt to gain control of Silver King
more difficult or time consuming. For example, shares of preferred stock could
be issued with certain rights that might have the effect of diluting the
percentage of common stock owned by a significant stockholder or issued to
purchasers who might side with management in opposing a takeover bid that the
board of directors determines is not in the best interest of the company and its
stockholders. The existence of preferred stock may, therefore be viewed as
having possible anti-takeover effects. A takeover transaction frequently affords
stockholders the opportunity to sell their shares at a premium over current
market prices. The board of directors has not authorized the issuance of any
series of preferred stock.
DIVIDEND POLICY
29
<PAGE>
Silver King has not paid any cash dividends to date, and has no intention to pay
any cash dividends on its common stock in the foreseeable future. The
declaration and payment of dividends is subject to the discretion of the board
of directors and to certain limitations imposed by the General Corporation Law
of the State of Delaware. The timing, amount and form of dividends, if any, will
depend, among other things, on the company's results of operations, financial
condition, cash requirements and other factors deemed relevant by board of
directors.
DELAWARE ANTI-TAKEOVER LAW
Silver King is governed by the provisions of Section 203 of the General
Corporation Law of the State of Delaware (the "GCL"), an anti-takeover law. In
general, the law prohibits a public Delaware corporation from engaging in a
"business combination" with an "interested stockholder" for a period of three
years after the date of the transaction in which the person became an interested
stockholder, unless the business combination is approved in a prescribed manner.
"Business combination" includes mergers, asset sales and other transactions
resulting in a financial benefit to the stockholder. An "interested stockholder"
is a person who, together with its affiliates and associates, owns (or within
three years, did own) 15% or more of the corporation's voting stock.
The provisions regarding certain business combinations under the GCL could have
the effect of delaying, deferring or preventing a change in control of Silver
King or the removal of existing management. A takeover transaction frequently
affords stockholders the opportunity to sell their shares at a premium over
current market prices.
TRANSFER AGENT
The transfer agent for the Company's securities is Interest Transfer Company,
1981 East 4800 South, Suite 100, Salt Lake City, Utah 84117, (801) 272-9294.
PART II
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
OTHER SHAREHOLDER MATTERS
MARKET INFORMATION
Silver King's common stock is listed for quotation on the National Quotation
Bureau's Pink Sheets under the symbol "SVKG"(1); however, the market for such
shares is extremely limited. No assurance can be given that a significant
trading market for Silver King's common stock will develop or, if developed,
will be sustained. Silver King's common stock traded on the OTC Electronic
Bulletin Board from May 20, 1998 to August 3, 1999, when the shares became
ineligible for trading under the OTC Bulletin Board Eligibility Rule.
The following table sets forth the range of the high and low closing bid prices
of Silver King's common stock during each of the calendar quarters identified
below. These bid prices were obtained from the National Quotation Bureau, Inc.
and do not necessarily reflect actual transactions, retail markups, mark downs
or commissions. The transactions include inter-dealer transactions. Based on the
very limited public float and trading in Silver King's common stock, management
of the company believes that such data is anecdotal and may bear no relation to
the true value of Silver King's common stock or the range of prices that would
prevail in a fluid market.
<TABLE>
<CAPTION>
1997 High Low
---- ---- ---
<S> <C> <C> <C>
1st Quarter * *
2nd Quarter * *
3rd Quarter * *
4th Quarter * *
30
<PAGE>
1998 High Low
---- ---- ---
1st Quarter * *
2nd Quarter * *
3rd Quarter * *
4th Quarter * *
1999 High Low
---- ---- ---
1st Quarter $2.75 $.1875
2nd Quarter $6.00 $.3125
3rd Quarter * *
(to September 22, 1999)
</TABLE>
* No bids reported
(1) From April 8, 1999 to the present, Silver King has traded under symbol
"SVKG". From April 2, 1999 through April 7, 1999, Silver King traded under the
symbol "SKRI" on the OTC Bulletin Board. From May 20, 1998 through April 1,
1999, Silver King traded under the symbol "ANNE" on the OTC Bulletin Board.
The last sales price of Silver King's common stock as of September 22, 1999 was
$3.00 per share.
SHARES ISSUABLE UPON EXERCISE OF WARRANTS
Silver King has issued five year warrants to purchase an aggregate of 2,00,000
shares of its common stock at an exercise price of $4.00 per share. All of these
warrants have vested.
SHARES ELIGIBLE FOR PUBLIC RESALE
As of September 22, 1999, 100,000 shares of common stock of Silver King are
eligible for public resale pursuant to Rule 144 promulgated under the Securities
Act.
HOLDERS
As of September 22, 1999, the number of stockholders of record of Silver King's
common stock was approximately 77, although management believes that there are
additional beneficial owners of the common stock who own their shares in "street
name."
DIVIDENDS
Silver King has not paid any cash dividends to date, and has no intention to pay
any cash dividends on its common stock in the foreseeable future. The
declaration and payment of dividends is subject to the discretion of the board
of directors and to certain limitations imposed by the General Corporation Law
of the State of Delaware. In addition, Silver King may raise capital and
financing through traditional debt financing and the placement of debt and
equity securities. It is possible that, as a condition to securing such
financing, Silver King may be required to agree not to declare dividends for a
certain amount of time. The timing, amount and form of dividends, if any, will
also depend, among other things, on Silver King's results of operations,
financial condition, cash requirements and other factors deemed relevant by the
board of directors.
ITEM 2. LEGAL PROCEEDINGS
Neither Silver King nor any of its property is a party to any pending or
threatened legal proceedings.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
31
<PAGE>
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES
1. On January 27, 1999, Silver King issued and sold an aggregate of 14,500,000
shares of common stock to raise gross proceeds of $14,500. This offering was
undertaken by Silver King prior to the execution and closing of the definitive
joint venture agreement with ICRM. At that time Silver King was an inactive
company with no assets or liabilities. Investors in such offering were,
therefore, subject to a number of risks and uncertainties, including the
material contingencies associated with the execution of the joint venture
agreement. These shares were issued directly by Silver King without payment of
any commissions to the following accredited investors in a private placement
transaction exempt from the registration requirements of the Securities Act
pursuant to Section 4(2) thereof and Rule 506 of Regulation D promulgated
thereunder:
<TABLE>
<CAPTION>
Name Number of Shares
---- ----------------
<S> <C>
Appel, Gerald R. 25,000
Bartlett, Bruce Edwin 20,000
Bartlett, David and Louann 20,000
Bartlett, Ruth 50,000
Big Brothers, Big Sisters of
Northwest Arkansas 10,000
Borenstein, Howard and Shari 100,000
Boyett Investments Limited 1,500,000
Brennon, Bobby 50,000
Campbell, Bruce or Paige 25,000
Capital Growth Trust 1,500,000
Cranbourne Investments Ltd. 1,000,000
Diversified Investment Fund, L.P. 155,000
FAC Enterprises, Inc. 1,500,000
Flick, Inc. 10,000
Founders Equity Group, Inc. 100,000
Gatkin Limited 1,500,000
Good, Henry H. III 75,000
Good, Henry H., M.D. 25,000
GWR Trust 1,500,000
Ibsen, Michael D. 100,000
Ivester, Carolyn 10,000
KAB Investments, Inc. 1,500,000
Keith, Kevin and Tracie 25,000
Knight, George 100,000
Matrix Capital Management Ltd. 500,000
McCracken Brothers 50,000
Moorehead Charitable Trust,
George and Nancy 75,000
Moorehead Charitable Trust,
Donald and Shelley 75,000
Petillo, Delores 5,000
Quattrochi, Joseph 25,000
Romano, Mario 100,000
Rosner Money Purchase Plan,
Steven B. 150,000
Sands, Sidney and Edythe 50,000
Schuyhart, Bill W. 100,000
SPH Investments Inc. 1,000,000
Stoltz, J. Michael 100,000
The D.A.R. Group 125,000
32
<PAGE>
Vogel Enterprises Inc. Pension
Trust 30,000
Vogel, Robert A. 30,000
Vogel, Samuel M. 30,000
West Tropical Investments Corp. 930,000
Weston Investors, Inc. 25,000
Wilson, Fred IRA Rollover 200,000
-------
Total: 14,500,000
</TABLE>
2. On January 27, 1999, Silver King issued and sold an aggregate
of 2,000,000 units, each unit consisting of one share of common stock and five
year warrants to purchase four shares of common stock and an exercise price of
$4.00 per share to raise gross proceeds of $16,000. This offering was undertaken
by Silver King prior to the execution and closing of the definitive joint
venture agreement with ICRM. At that time Silver King was an inactive company
with no assets or liabilities. Investors in such offering were, therefore,
subject to a number of risks and uncertainties, including the material
contingencies associated with the execution of the joint venture agreement.
These units were issued directly by Silver King without payment of any
commissions to the following accredited investors in a private placement
transaction exempt from the registration requirements of the Securities Act
pursuant to Section 4(2) thereof and Rule 506 of Regulation D promulgated
thereunder:
<TABLE>
<CAPTION>
Number of Number of Number of
Name Units Shares Warrants
---- ----- ------ --------
<S> <C> <C> <C>
Clifton Capital Ltd. 1,000,000 1,000,000 1,000,000
FAC Enterprises, Inc. 1,000,000 1,000,000 1,000,000
Total: 2,000,000 2,000,000 2,000,000
</TABLE>
3. On April 14, 1999, Silver King issued and sold an aggregate of
525,000 shares of common stock to raise gross proceeds of $525,000. This
offering was undertaken by Silver King prior to vesting in a 60% equity interest
in ICRM. At that time there were no assurances that Silver King would become a
shareholder of ICRM. Investors in such offering were, therefore, subject to a
number of risks and uncertainties, including the material contingencies
associated with vesting in majority ownership of ICRM. These shares were issued
directly by Silver King without payment of any commissions to the following
accredited investors in a private placement transaction exempt from the
registration requirements of the Securities Act pursuant to Section 4(2) thereof
and Rule 506 of Regulation D promulgated thereunder:
<TABLE>
<CAPTION>
Name Number of Shares
---- ----------------
<S> <C>
Clanstar International Ltd. 200,000
Garvey, Martin 5,000
Hauser, Eric 5,000
Hill Samuel Pacific Trust
Company (BVI) Ltd. as
Trustees of the Renascence Trust 100,000
IFIGA Company 25,000
Lauer, Michael 40,000
The Orbiter Fund, Ltd. 150,000
-------
Total: 525,000
</TABLE>
33
<PAGE>
4. On April 15, 1999, Silver King issued 50,000 shares of common
stock to Founders Equity Group, Inc., as consideration for a $100,000 loan made
to Silver King. These shares were issued directly by Silver King without payment
of any commissions to Founders Equity in a private placement transaction exempt
from the registration requirements of the Securities Act pursuant to Section
4(2) thereof and Rule 506 of Regulation D promulgated thereunder.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Silver King's certificate of incorporation and bylaws reflect the adoption of
the provisions of Section 102(b)(7) of the General Corporation Law of the State
of Delaware, as amended (the "GCL"), which eliminate or limit the personal
liability of a director to Silver King or its stockholders for monetary damages
for breach of fiduciary duty under certain circumstances. Silver King's
certificate of incorporation and bylaws also provide that the company shall
indemnify any person, who was or is a party to a proceeding by reason of the
fact that he is or was a director or officer of the company, or is or was
serving at the request of the company as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection with such proceeding if he acted in good faith and in a manner
he reasonably believed to be or not opposed to the best interests of the
company, in accordance with, and to the full extent permitted by, the GCL. In
addition, the certificate of incorporation and bylaws authorize Silver King to
maintain insurance to cover such liabilities.
Insofar as indemnification for liabilities under the Securities Act may be
permitted to directors, officers and controlling persons of Silver King pursuant
to the foregoing provisions or otherwise, the Company has been advised that in
the opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by Silver King of expenses incurred or paid by a director, officer or
controlling person of the company in a successful defense of any action, suit or
proceeding) is asserted by a director, officer or controlling person in
connection with the securities being registered, the company will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issuer.
PART F/S
The following financial statements are filed with this Form 10-SB:
Independent Auditors' Report of Barry Friedman P.C.
Independent Auditors' Report of Cogen Sklar LLP
Financial Statements Balance Sheets as of December 31, 1998 and 1997
(Audited) and as of April 30, 1999 (Unaudited)
Statements of Operations for the years ended December 31, 1998 and
1997 and for the period from August 23, 1988 (inception) through
December 31, 1998 (Audited), and for the four months ended April 30,
1999 and for the period from August 23, 1988 (inception) through
April 30, 1999 (Unaudited)
Statements of Stockholders' Equity (Deficit) for the years ended
December 31, 1998 and 1997 and for the period from August 23, 1988
(inception) through December 31, 1998 (Audited), and for the four
months ended April 30, 1999 and for the period from August 23, 1988
(inception) through April 30, 1999 (Unaudited)
Statements of Cash Flows for the years ended December 31, 1998 and
1997 and for the period from August 23, 1988 (inception) through
December 31, 1998 (Audited), and for the four months ended April 30,
1999 and for the period from August 23, 1988 (inception) through
April 30, 1999 (Unaudited)
34
<PAGE>
Notes to Financial Statements
35
<PAGE>
PART III
ITEM 1. INDEX TO EXHIBITS
See the index at "Item 2. DESCRIPTION OF EXHIBITS."
ITEM 2. DESCRIPTION OF EXHIBITS
The following exhibits are filed with this Registration Statement:
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C> <C> <C>
2.1 Certificate of Incorporation, as amended (1)
2.2 Certificate of Merger (1)
2.3 By-Laws (1)
6.1 Joint Venture Agreement dated March 19, 1999, among Silver King (1)
Resources, Inc. (f/k/a Arngre, Inc.), International Capri
Resources Ltd., International Capri Resources S.A. de C.V.,
Zacualpan Minerals, LLC and Alan Stier
6.2 Right of First Refusal Agreement dated March 19, 1999, between (1)
Silver King Resources, Inc. (f/k/a Arngre, Inc.) and Mark S.
Isaacs
6.3 Contract of Assignment of Rights dated as of December 11, 1998 (1)
between Polo Y Ron Minerales, S.A. de C.V. and International
Capri Resources, S.A. de C.V.
6.4 Contracts of Mining Exploration and of Promise of Assignment of (1)
Rights dated as of November 19, 1998 between Felix Gomez Garcia
and Polo Y Ron Minerales, S.A. de C.V. (Los Compadres lot)
6.5 Contracts of Mining Exploration and of Promise of Assignment of (1)
Rights dated as of November 19, 1998 between Felix Gomez Garcia
and Polo Y Ron Minerales, S.A. de C.V (El Quinto and El Cometa
Navideno lots)
6.6 Contracts of Mining Exploration and of Promise of Assignment of (1)
Rights dated as of November 30, 1998 between Hector Esquivel
Esparza and Polo Y Ron Minerales, S.A. de C.V. (La Cadena and El
Volado lots)
6.7 Form of Securities Purchase Agreement dated January 27, 1999 to (1)
purchase shares of common stock at $.001 per share
6.8 Form of Securities Purchase Agreement dated January 27, 1999 to (1)
purchase units at $.008 per unit
6.9 Form of Warrant to Purchase Shares of Common Stock of Silver King (1)
Resources, Inc. Granted to unit subscribers
6.10 Form of Securities Purchase Agreement dated April 14, 1999 to (1)
purchase shares of common stock at $1.00 per share
6.11 Amendment to Contracts of Assignment of Rights dated as of Filed herewith
November 19, 1998 between Felix Gomex Garcia and
Polo Y Ron Minerales, S.A. de C.V. (Los Compadres lot)
6.12 Amendment to Contracts of Mining Exploration and of Filed herewith
Promise of Assignment of Rights dated as of November 19, 1998
between Felix Gomez Garcia and Polo Y Ron Minerales, S.A. de C.V.
(El Quinto and El Cometa Navideno lots)
36
<PAGE>
6.13 Amendment to Contracts of Mining Exploration and of Filed herewith
Promise of Assignment of Rights dated as of November 30, 1998
between Hector Esquivel Esparza and Polo Y Ron Minerales, S.A. de C.V.
(La Cadena and El Volado lots)
8.1 Agreement and Plan of Merger ("Merger Agreement"), dated as of (1)
June 23, 1999, between Silver King Resources (Delaware), Inc. and
Silver King Resources, Inc.
15.1 Report on Zacualpan Area Holdings, Mexico and Guerro States, (1)
Mexico, dated December, 1998, prepared by Juan Cabuto Vidrio,
Mining Engineer, and Alex Burton, P. Eng., P. Geo.
15.2 Induced Polarization Survey, dated March, 1999, prepared by (1)
Joseph R. Anzman, Exploration Geophysicist
15.3 Induced Polarization and Apparent Resistivity Survey in the (1)
Zaculpan Project, dated April, 1999, prepared by Compania Minera
San Eugenio, Santa Rosa Y Santa Ines, S.A. de C.V.
</TABLE>
(1) Previously filed as an exhibit to Registrant's Registration Statement on
Form 10-SB, filed on July 8, 1999.
SIGNATURE
In accordance with Section 12 of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this amendment no. 1 to the registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
SILVER KING RESOURCES, INC.
Date: September 23, 1999 By: /s/ Alan Stier
---------------
Alan Stier, President
37
<PAGE>
<PAGE>
SILVER KING RESOURCES, INC.
(Formerly Arnge, Inc.)
(An Exploration Stage Company)
FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1998 (AUDITED)
AND APRIL 30, 1999 (UNAUDITED)
<PAGE>
SILVER KING RESOURCES, INC.
(An Exploration Stage Company)
C O N T E N T S
---------------
PAGE
----
INDEPENDENT AUDITORS' REPORT F-1
BALANCE SHEETS F-2
STATEMENTS OF OPERATIONS F-3
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) F-4
STATEMENTS OF CASH FLOWS F-5
NOTES TO FINANCIAL STATEMENTS F-6 - 10
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Shareholders and Board of Directors
Silver King Resources, Inc.
Wakefield, Rhode Island
We have audited the accompanying balance sheet of Silver King Resources, Inc.
(an exploration stage company) as of December 31, 1998, and the related
statements of operations, stockholders' equity and cash flows for the year then
ended, and for the period from August 23, 1988 (inception) through December 31,
1998. These financial statements are the responsibility of the company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit. The financial statements of Silver King
Resources, Inc. as of and for the year ended December 31, 1997 and for the
period from August 23, 1988 (inception) through December 31, 1997 were audited
by other auditors whose report dated May 13, 1998 contained an explanatory
paragraph that raised substantial doubt about the company's ability to continue
as a going concern since the company has no established source of revenue. The
financial statements for the period from August 23, 1988 (inception) through
December 31, 1997 reflect total expenses and net loss of $5,000 of the related
totals. The other auditors' report has been furnished to us, and our opinion,
insofar as it relates to the amounts included for such periods, is based on the
report of such other auditors.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that out audit provides a reasonable basis for our opinion.
In our opinion, based on our audit and the report of other auditors the
financial statements referred to above present fairly, in all material respects,
the financial position of Silver King Resources, Inc. as of December 31, 1998,
and the results of its operations and cash flows for the year then ended, and
for the period from August 23, 1988 (inception) through December 31, 1998, in
conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 2 to the financial
statements, the Company has no established source of revenue. This raises
substantial doubt about its ability to continue as a going concern. Management's
plan in regard to these matters are also described in Note 2. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
__________________________________
May 21, 1999, except for Note 8,
as to which the date is June 24, 1999
F-1
<PAGE>
<TABLE>
<CAPTION>
SILVER KING RESOURCES, INC.
(An Exploration Stage Company)
BALANCE SHEETS
December 31,
------------
1997 1998 April 30, 1999
-------- ---------- --------------
(Unaudited)
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS
Cash $ - $ - $ 80,956
INVESTMENTS - - 93,900
------------ ----------- -----------
TOTAL ASSETS $ - $ - $ 174,856
============ =========== ===========
LIABILITIES
CURRENT LIABILITIES
Cash overdraft $ - $ 25,000 $ -
Note payable to related party - - 100,000
Accounts payable - - 15,000
------------ ----------- -----------
TOTAL LIABILITIES - 25,000 115,000
------------ --------- -----------
STOCKHOLDERS' EQUITY (DEFICIT)
COMMON STOCK - $0.001 par value, authorized 50,000,000
shares; issued and outstanding 18,075,000 shares at April 30,
1999 and 1,000,000 at December 31, 1998 and 1997 1,000 1,000 18,075
ADDITIONAL PAID IN CAPITAL 4,000 5,834 580,259
WARRANTS OUTSTANDING - - 14,000
DEFICIT ACCUMULATED DURING THE EXPLORATION
STAGE (5,000) (31,834) (552,478)
------------ ----------- -----------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) - (25,000) 59,856
------------ ----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ - $ - $ 174,856
============ =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-2
<PAGE>
<TABLE>
<CAPTION>
SILVER KING RESOURCES, INC.
(An Exploration Stage Company)
STATEMENTS OF OPERATIONS
August 23, 1988 August 23,1988
Year Ended (Inception) Four Months (Inception)
December 31, Through Ended Through
1997 1998 December 31, 1998 April 30, 1999 April 30, 1999
---- ---- ----------------- -------------- --------------
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C> <C>
COSTS AND EXPENSES
Exploration costs $ - $ - $ - $ 299,850 $ 299,850
Right of first refusal - - - 131,250 131,250
Administrative expenses - 1,834 6,834 1,726 8,560
Consulting expenses - 5,000 5,000 19,500 24,500
Financing fees - - - 50,000 50,000
Legal - 20,000 20,000 16,600 36,600
Interest expense - - - 1,718 1,718
-------------- ------------- ------------- ------------- ------------
NET LOSS $ - $ (26,834) $ (31,834) $ (520,644) $ (552,478)
============== ============= ============= ============= ============
BASIC AND DILUTED LOSS
PER COMMON SHARE $ - $ (0.03) $ (0.04)
============== ============= =============
WEIGHTED AVERAGE
NUMBER OF SHARES 1,000,000 1,000,000 13,446,875
============== ============= =============
</TABLE>
The accompanying notes are an integral part to these financial statements.
F-3
<PAGE>
<TABLE>
<CAPTION>
SILVER KING RESOURCES, INC.
(An Exploration Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
AUGUST 23, 1988 (INCEPTION) THROUGH APRIL 30, 1999
Deficit
Accumulated Total
Additional During the Stockholders'
Common Paid In Warrants Development Equity
Stock Capital Outstanding Stage (Deficit)
----- ------- ----------- ----- ---------
<S> <C> <C> <C> <C> <C>
BALANCE, AUGUST 23, 1988 (INCEPTION) THROUGH DECEMBER 31, 1996 $ 5,000 $ - $ - $ (5,000) $ -
Net loss for the year ended December 31, 1997 - - - - -
-------- ----------- ---------- ----------- -----------
BALANCE AT DECEMBER 31, 1997 5,000 - - (5,000) -
Reincorporation fee paid by stockholders - 1,834 - - 1,834
Recapitalization upon reincorporation (4,995) 4,995 - - -
Two hundred-for-one stock split 995 (995) - - -
Net loss for the year ended December 31, 1998 - - - (26,834) (26,834)
-------- ----------- ---------- ----------- -----------
BALANCE AT DECEMBER 31, 1998 1,000 5,834 - (31,834) (25,000)
Issuance of common stock 17,025 524,475 14,000 - 555,500
Issuance of 50,000 shares of common stock as financing fee 50 49,950 - - 50,000
Net loss for the four months ended April 30, 1999 - - - (520,644) (520,644)
-------- ----------- ---------- ----------- -----------
BALANCE AT APRIL 30, 1999 (UNAUDITED) $ 18,075 $ 580,259 $ 14,000 $ (552,478) $ 59,856
======== =========== ========== ============ ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-4
<PAGE>
<TABLE>
<CAPTION>
SILVER KING RESOURCES, INC.
(An Exploration Stage Company)
STATEMENTS OF CASH FLOWS
August 23, 1988 August 23, 1988
Year Ended (Inception) Four Months (Inception)
December 31, Through Ended Through
1997 1998 December 31, 1998 April 30, 1999 April 30, 1999
-------------------- ------------------ -------------- ----------------
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES
Net loss $ - $ (26,834) $ (31,834) $ (520,644) $ (552,478)
Adjustments to reconcile net loss to net cash
used in operating activities
Issuance of common stock as financing fee - - - 50,000 50,000
Reincorporation fee paid by stockholder - 1,834 1,834 - 1,834
Changes in net assets and liabilities
Increase in
Accounts payable - - - 15,000 15,000
--------- --------- --------- ---------- -----------
Net cash used in operating activities - (25,000) (30,000) (455,644) (485,644)
--------- --------- --------- ---------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Investment in subsidiary - - - (93,900) (93,900)
--------- --------- --------- ---------- -----------
Net cash used in investing activities - - - (93,900) (93,900)
--------- --------- --------- ---------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from note payable - - - 100,000 100,000
Proceeds from issuance of common stock - - 5,000 555,500 560,500
Cash overdraft - 25,000 25,000 (25,000) -
--------- --------- --------- ---------- -----------
Net cash provided by financing activities - 25,000 30,000 630,500 660,500
--------- --------- --------- ---------- -----------
NET INCREASE IN CASH - - - 80,956 80,956
CASH - BEGINNING OF PERIOD - - - - -
--------- --------- --------- ---------- -----------
CASH - END OF PERIOD $ - $ - $ - $ 80,956 $ 80,956
========= ========= ========= ========== ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION
CASH PAID DURING THE PERIOD FOR:
Interest $ - $ - $ - $ 1,718 $ 1,718
========= ========= ========= ========== ===========
SUPPLEMENTAL DISCLOSURE OF NON-CASH
INVESTING AND FINANCING ACTIVITIES
Issuance of common stock as financing fee$ $ - $ - $ - $ 50,000 $ 50,000
========= ========= ========= ========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-5
<PAGE>
SILVER KING RESOURCES, INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1998 (AUDITED)
AND APRIL 30, 1999 (UNAUDITED)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
- ------------
The Company was incorporated August 23, 1988 in the state of Florida as Arnge,
Inc. On March 25, 1999, the Company amended its articles of incorporation in
order to change its name to Silver King Resources, Inc. Since planned principal
operations have not commenced, the Company is considered an exploration stage
company, as defined in the Statement of Financial Accounting Standards No. 7
(SFAS 7).
Cash Equivalents
- ----------------
The Company considers all highly liquid instruments with a maturity of three
months or less to be cash equivalents.
Fair Value of Financial Instruments
- -----------------------------------
Financial instruments consist of cash and accounts payable. The carrying amount
approximates fair value because of the short maturity of these instruments.
The carrying value of note payable approximates fair value since the interest
rate associated with the debt approximates the current market interest rate.
Estimates
- ---------
The preparation of financial statements in conformity with generally accepted
accounting principles requires the use of estimates based on management's
knowledge and experience. Accordingly, actual results could differ from those
estimates.
Exploration Costs
- -----------------
Exploration costs will be expensed as incurred.
Income Taxes
- ------------
The Company accounts for its income taxes under SFAS 109, "Accounting for Income
Taxes", which requires an asset and liability approach to financial accounting
and reporting for income taxes. Deferred income tax assets and liabilities are
computed annually for temporary differences between the financial statement and
tax bases of assets and liabilities that will result in taxable or deductible
amounts in the future based on enacted tax laws and rates applicable to the
periods in which the differences are expected to affect taxable income.
Valuation allowances are established when necessary to reduce deferred tax
assets to the amount expected to be realized. Income tax expense is the tax
payable or refundable for the period plus or minus the change during the period
in deferred tax assets and liabilities.
Loss Per Share
- --------------
Effective year ended December 31, 1997, the Company adopted SFAS No. 128,
"Earnings Per Share" (EPS). This statement establishes standards for computing
and presenting EPS, replacing the presentation of currently required primary EPS
with a presentation of Basic EPS. For entities with complex capital structures,
the statement requires the dual presentation of both Basic EPS and Diluted EPS
on the face of the statement of operations. Under this new standard, Basic EPS
is computed based on weighted average shares outstanding and excludes any
potential dilution; Diluted EPS reflects potential dilution form the exercise or
conversion of securities into common stock or from other contracts to issue a
common stock and is similar to the currently required fully diluted EPS.
Basic earnings (loss) per share include the weighted average number of shares
outstanding during the year. Diluted earnings (loss) per share include the
weighted average number of shares outstanding and dilutive potential common
shares, such as warrants. Assumed conversion of the warrants would be
antidilutive, therefore, basic and diluted earnings (loss) per share are the
same.
Comprehensive Income
- --------------------
The Company adopted Statement of Financial Accounting Standards (SFAS) No. 130,
"Reporting Comprehensive Income", beginning January 1, 1998. Comprehensive
income is a more inclusive financial reporting methodology that includes
disclosure of certain financial information that historically has not been
recognized in the calculation of net income. Since the Company has no items of
other comprehensive income, no separate statement of comprehensive income has
been presented.
F-6
<PAGE>
SILVER KING RESOURCES, INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1998 (AUDITED)
AND APRIL 30, 1999 (UNAUDITED)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Recently Issued Accounting Pronouncements
- -----------------------------------------
In April 1998, the American Institute of Certified Public Accountants issued
Statement of Position 98-5, Reporting on the Costs of Start-Up Activities ("SOP
98-5") which provides guidance on the financial reporting of start-up costs and
organization costs. It requires costs of start-up activities and organization
costs to be expensed as incurred. SOP 98-5 is effective for all fiscal years
beginning after December 15, 1998 with initial adoption reported as a cumulative
effect of a change in accounting principle. The Company has adopted SOP 98-5
effective January 1, 1999. The adoption of SOP 98-5 will not result in any
cumulative effect of a change in accounting principle.
NOTE 2 - GOING CONCERN
The accompanying financial statements have been prepared on a going concern
basis which contemplates the realization of assets and the satisfaction of
liabilities and commitments in the normal course of business. As discussed in
Note 1, the Company is in the exploration stage and its activities have been
limited to preliminary organizational activities. The Company has not commenced
its proposed business activities, nor has it received any revenues from
operations. These factors raise substantial doubt about the ability of the
Company to continue as a going concern.
The company intends to raise additional capital through private offerings in
order to fund the drill program related to it's investment in it's Mexican
company and to invest in other mining properties.
The balance sheet does not include any adjustments relating to the
recoverability and classification of recorded assets, or the amounts and
classifications of liabilities that might be necessary in the event the Company
cannot continue in existence.
NOTE 3 - INVESTMENT
The Company entered into an agreement on March 19, 1999 to purchase a 60%
interest for $393,750 in a Mexican company which has received the rights to
purchase exclusive royalty-free exploration and/or exploitation concessions
covering properties in Mexico that may be silver producing.
The consideration of $397,750 was payable as follows:
o $25,000 on date of agreement
o $150,000 within seven business days of the date of
agreement
o $218,750 within 20 business days of the date of
agreement
Closing shall occur within ten calendar days of the later to occur of (i) 20
business days after the date of the agreement and (ii) issuance of the
regulatory approvals from the Vancouver Stock Exchange (VSE). Approval was
obtained from the VSE on May 10, 1999 and closing occurred on May 20, 1999.
After the capital contribution by the Company, the total capital of the Mexican
company aggregated $775,000.
As part of this agreement, the Company is obligated for future geological
consulting fees not to exceed $100,000 commencing August 31, 1999.
F-7
<PAGE>
SILVER KING RESOURCES, INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1998 (AUDITED)
AND APRIL 30, 1999 (UNAUDITED)
NOTE 3 - INVESTMENT (Continued)
Effective May 20, 1999, date of closing, the investment in the Mexican company
will be reported using the proportional consolidation method.
As of April 30, 1999, the investment has been recorded at $93,900 representing
60% of the cash expenditures for concessions and the remaining amount of
$299,850 reflected as an expense toward exploration.
NOTE 4 - RIGHT OF FIRST REFUSAL
On March 19, 1999, the Company entered into an agreement with a principal of a
company, in which the company is also a stockholder of the Mexican company
described in Note 3, to obtain a right of first refusal with respect to certain
future mineral projects. The consideration for this right of first refusal with
a term of three years was $131,250. Since the probable future inflows of cash is
not determinable by management, the $131,250 has been expensed.
NOTE 5 - NOTE PAYABLE TO RELATED PARTY
The Company borrowed $100,000 from a related corporation, bearing interest at
12%. The entire principal and applicable interest was originally due on May 15,
1999. The Company repaid $50,000 on May 20, 1999, with the remaining balance due
on demand. The Company issued 50,000 shares of common stock to this corporation
as payment of a financing fee. The common stock was valued at $1.00 per share.
NOTE 6 - CAPITAL STOCK
Common Stock
- ------------
In May 1998, the State of Florida approved the Company's restated Articles of
Incorporation, which increased its capitalization from 7,500 common shares
authorized to 50,000,000 common shares. The par value changed from $1.00 per
share to $0.001 per share.
Upon recapitalization, the Company forward split its common stock on a two
hundred for one basis. This stock split increased the number of outstanding
common stock shares from 5,000 shares to 1,000,000 shares.
In January 1999, the Company sold 14,500,000 shares of its common stock under a
subscription agreement at a price of $0.001 per share.
In January 1999, the Company also sold 2,000,000 shares of its common stock
under a subscription agreement at a price of $0.008.
In April 1999, the Company sold 525,000 shares of its common stock under a
subscription agreement at a price of $1.00 per share.
All references to number of shares and per share amounts on the balance sheet
have been adjusted to give retroactive effect to the recapitalization and stock
splits.
F-8
<PAGE>
SILVER KING RESOURCES, INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1998 (AUDITED)
AND APRIL 30, 1999 (UNAUDITED)
NOTE 6 - CAPITAL STOCK (Continued)
Warrants
- --------
From time to time, the Board of Directors of the Company may issue warrants to
purchase its common stock to parties other than employees and directors.
Warrants may be issued as an incentive to help the Company achieve its goals, or
in consideration for cash or services rendered to the Company, or a combination
of the above.
In January 1999, as part of the subscription for 2,000,000 shares of common
stock, the Company issued warrants to purchase 2,000,000 shares of its common
stock at a price of $4.00 per share. The warrants were valued at $0.007 per
warrant.
NOTE 7 - INCOME TAXES
There is no income tax benefit for operating losses for the years ended December
31, 1997 and 1998 due to the following:
o Current tax benefit - the operating losses cannot be carried back to
earlier years.
o Deferred tax benefit - the deferred tax assets were offset by a
valuation allowance. Management believes that a valuation allowance is
considered necessary since it is more likely than not that the deferred
tax asset will not be realized through future taxable income.
The components of the net deferred tax assets (liabilities) are as follows:
1997 1998
----------- -------------
Net operating loss carryforwards $ - $ 2,300
Organization cost 1,700 1,700
Acquisition costs - 6,800
Valuation allowance (1,700) (10,800)
----------- -------------
$ - $ -
=========== =============
The use of net operating loss carryforwards is limited when there has been a
substantial change in ownership (as defined) during a three year period. Because
of the recent and contemplated changes in common stock and warrants, such a
change may occur in the future. In this event, the use of net operating losses
each year would be restricted to the value of the Company on the date of such
change multiplied by the federal long-term tax exempt rate ("annual
limitation"); unused annual limitations may then be carried forward without this
limitation.
At December 31, 998 the Company had net operating loss carryforwards of
approximately $7,000 which if not used, will expire through 2013.
F-9
<PAGE>
SILVER KING RESOURCES, INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1998 (AUDITED)
AND APRIL 30, 1999 (UNAUDITED)
NOTE 8 - REINCORPORATION IN THE STATE OF DELAWARE
On June 24, 1999, the Company merged with its wholly-owned subsidiary, Silver
King Resources (Delaware), Inc. After the merger, Silver King Resources
(Delaware), Inc., the surviving corporation, changed its name to Silver King
Resources, Inc. In conjunction with the merger, the par value of the common
stock was changed to $.0001 and the Company is authorized to issue up to
15,000,000 shares of preferred stock, $.001 par value per share, in one or more
series, and to fix, as to any such series, the dividend rate, redemption prices,
preferences on liquidation or dissolution, sinking fund terms, conversions
rights, voting rights, and any other preference or special rights and
qualifications. There are presently no shares of preferred stock issued.
F-10
6
(ENGLISH VERSION)
AMENDMENT AGREEMENT ENTERED INTO BY AND BETWEEN, ON ONE PART, MR. FELIX GOMEZ
GARCIA, ON HIS OWN BEHALF AND ON BEHALF OF MR. ZENON FLORES DAMIAN (HEREINAFTER,
THE "TITLEHOLDERS"), AS WELL AS ON BEHALF OF MRS. ALBERTA ESTHELA GOMEZ GOMEZ,
THE LATTER ON BEHALF OF MRS. ROMUALDA GOMEZ LOPEZ DE GOMEZ, IN ORDER THAT THE
MARRIAGE CONSENT OF THE LATTER BE HEREIN GRANTED; AND, ON THE OTHER PART,
INTERNATIONAL CAPRI RESOURCES, S.A. DE C.V. (HEREINAFTER "ICRM"), HEREBY
REPRESENTED BY MR. JUAN EUGENIO PIZARRO-SUAREZ VERGARA-LOPE, IN ACCORDANCE WITH
THE FOLLOWING DECLARATIONS AND CLAUSES.
DECLARATIONS
I. Both parties, through their respective representatives, declare:
1. That on November 19, 1998, the TITLEHOLDERS entered into with the
company named Polo y Ron Minerales, S.A. de C.V., Contracts of Mining
Exploration and of Promise of Assignment of Rights (hereinafter the
"CONTRACTS"), with respect to the rights deriving from the mining
exploitation concession covering the lot "LOS COMPADRES", title 172622
(identified as the "LOT" in such CONTRACTS and in this document), which
identification data are as follows:
a) "LOS COMPADRES", mining exploitation concession, title 172622,
issued on March 30, 1984, located in the Municipality of
Tetipac, Guerrero, with a surface of 30.0003 hectares,
recorded in the Public Registry of Mining, under number 262,
page 66 of volume 231 of the General Book of Concessions.
That the CONTRACTS cited in this declaration were recorded in the
Public Registry of Mining on May 7, 1999, under number 127, volume 10
of the Book of Mining Acts, Contracts and Agreements kept by such
Public Registry of Mining
2. That on December 11, 1998, Polo y Ron Minerales, S.A. de C.V. entered
into with the company International Capri Resources, S.A. de C.V.
(ICRM), a Contract of Assignment of all the rights and obligations
deriving from the CONTRACTS in favor and under the responsibility of
Polo y Ron Minerales, S.A. de C.V., having ICRM fully subrogated in the
fulfillment of such obligations and in the enjoyment of such rights;
therefore, for purposes of precision it is hereby clarified that, from
the above cited assignment of rights, all references made in the
CONTRACTS, to the BENEFICIARY, are understood as made to ICRM itself.
That the Contract of Assignment of Rights referred to in this
declaration, was recorded in the Public Registry of Mining on May 7,
1999, under number 143, volume 9 of the Book of Mining Acts, Contracts
and Agreements kept by such Public Registry of Mining.
<PAGE>
3. That as of the date of this Agreement, the TITLEHOLDERS and ICRM
have complied with the obligations acquired by them under the CONTRACTS
and they have no claims thereof, therefore, they mutually release
themselves of all responsibilities derived from the fulfillment of the
CONTRACTS as of this date, the TITLEHOLDERS stating that they have
received, at their entire satisfaction, each and all of the payments
referred to in subparagraphs a) through h) of section 4.2 of Clause
Second of the CONTRACTS; and, Mr. Felix Gomez Garcia stating, as common
representative of the TITLEHOLDERS, that following the execution of the
CONTRACTS, he evidenced ICRM that he has been registered before the
competent tax authorities under the regime of short taxpayer as an
entrepreneur.
4. That based on the results of exploration works performed by ICRM as of
this date, and as a result of the conversations between the
TITLEHOLDERS and ICRM, both parties wish to enter into this Agreement,
in order to: (i) extend the duration of the CONTRACTS; (ii) modify the
schedule of payments referred to in section 4.2 of Clause Second of
such CONTRACTS; and, (iii) adjust some other provisions contained in
such CONTRACTS.
5. That the TITLEHOLDERS' representative as well as ICRM's representative,
state that they have sufficient authority to enter into this Agreement,
since the authority conferred to them is still in full force and effect
and has not been revoked, limited or modified in any manner whatsoever.
Having made the above declarations, the parties agree on the following:
CLAUSES
FIRST. The parties agree to modify section 1. of Clause First of the
CONTRACTS, for it to be hereinafter drafted as follows:
"1. Term. The duration of this Contract of Exploration is for the
term comprised between the date of execution and ratification before a
Notary, of the CONTRACTS and March 31, 2000"
For purposes of more clarity, the parties agree that the provisions
stipulated by them under sections 1.1 and 1.2 of said Clause First,
fully prevail.
SECOND. The parties agree to modify section 1. of Clause Second of the
CONTRACTS, in order for it to be hereinafter drafted as follows:
"1. Duration. The term within which the BENEFICIARY may exercise,
at any time, the right to assign to the BENEFICIARY or its designee,
the rights derived from the title of mining concession covering, or
that in the future shall cover, the LOT, as well as the referred rights
that the TITLEHOLDERS may have to access the LOT, shall be the term
comprised between the date of execution and ratification before a
Notary, of the CONTRACTS and March 31, 2000."
For purposes of more clarity, the parties agree that the provisions
stipulated by them under sections 1.1 and 1.2 of said Clause Second,
fully prevail.
2
<PAGE>
THIRD. The parties agree to modify subparagraphs i), j), k), and l)
of section 4.2 of Clause Second of the CONTRACTS, for them to be hereinafter
drafted as follows, and likewise, they have agreed to add a subparagraph m) to
the above cited section 4.2, in order to be in the following terms:
"4.2 Schedule of Payments. The amounts referred to in section 4.
of the CONTRACTS, shall be as follows:
. . .
i) On the day on which this Amendment Agreement to the CONTRACTS
be executed and ratified before a Notary Public, the total amount of
$1,500.00 USCy. (one thousand and five hundred dollars 00/100).
j) On December 31, 1999, provided the CONTRACTS are still in
force, the total amount of $1,000.00 USCy. (one thousand dollars.
00/100).
k) On January 31, 2000, provided the CONTRACTS are still in
force, the total amount of $2,500.00 USCy. (two thousand and five
hundred dollars 00/100).
l) On February 28, 2000, provided the CONTRACTS are still in
force, the total amount of $4,500.00 USCy. (four thousand and five
hundred dollars 00/100). Upon delivery of this last payment, it shall
be understood that the BENEFICIARY has fully exercised the right to
acquire the LOT.
m) Should the option to acquire the LOT be exercised prior to
March 31, 2000, the BENEFICIARY shall pay to the TITLEHOLDERS, such
amounts referred to in the above subparagraphs which have not been
paid, with respect to the dates which have not been met, in order that
the total consideration corresponding to the promise and to the
assignment of all the rights deriving from the mining concessions at
that time covering the LOT, be the total amount of $25,000.00 USCy.
(twenty five thousand dollars 00/100), plus the corresponding Value
Added Tax (VAT)."
FOURTH. Given that indicated in the final part of declaration I.3 of
this document, the parties agree to modify paragraphs third and fourth of Clause
Sixth of the CONTRACTS in order that they be hereinafter as follows:
"SIXTH. Expenses, Fees and Taxes."
. . .
Likewise, the TITLEHOLDERS through their common representative, Mr.
Felix Gomez Garcia, commit themselves to comply with all obligations
imposed to them by the tax laws in force, since they have stated to the
BENEFICIARY that they are recorded in the Federal Taxpayers' Registry,
Mr. Felix Gomez Garcia under number GOGF-270729-AT3, under the regime
of Short Taxpayer as entrepreneur and Mr. Zenon Flores Damian, under
number FODZ-390623.
3
<PAGE>
Given that indicated in the above paragraphs, it is hereby understood,
that except as otherwise provided by the applicable tax provisions, for
each payment made to the TITLEHOLDERS through their common
representative, Mr. Felix Gomez Garcia, no withholding of Income Tax
shall be made, the parties obligating themselves to comply with all tax
obligations imposed or to be imposed to them, by the tax law in force
. . . "
FIFTH. Given the assignment of rights and obligations subject matter
of the contract referred to in declaration I.2 of this document, the parties
agree to modify Clause Seventh of the CONTRACTS, in order that, for purposes of
more precision, it be drafted as follows:
"SEVENTH. Guaranty for Compliance. The TITLEHOLDERS, Messrs.
Felix Gomez Garcia and Zenon Flores Damian, through the former,
obligate themselves pursuant to articles 2554 paragraph fourth, 2587
and 2596 paragraph first, of the Civil Code for the Federal District in
Common Matters and for all the Republic in Federal Matters, to grant
before a Notary Public, a special and irrevocable power of attorney, to
guarantee the fulfillment of the obligations assumed by the
TITLEHOLDERS under this document, in the following terms:
Mr. Felix Gomez Garcia, acting on his own behalf and in the name and on
behalf of Mr. Zenon Flores Damian, grants in favor of Messrs. Fernando
David Estavillo Castro, Juan Pizarro-Suarez Vergara-Lope, Alejandro
Staines Anzaldo, Cristina Sanchez-Urtiz and Alberto Mauricio Vazquez
Sanchez, a special and irrevocable power of attorney, for them to
exercise same, jointly or individually, in order that in the name and
on behalf of the grantors:
They comply with, if so required by International Capri Resources,
S.A. de C.V. or its designee, the obligations assumed by Messrs. Felix
Gomez Garcia and Zenon Flores Damian with respect to International
Capri Resources, S.A. de C.V. under the Contracts of Mining Exploration
and of Promise of Assignment of Rights (hereinafter the "Contracts")
entered into by the grantors as promisors (in such contracts identified
as the "TITLEHOLDERS"), consisting of the execution with International
Capri Resources, S.A. de C.V. (the "BENEFICIARY") or its designee, of
the Definitive Contract(s) of Assignment of Rights derived from the
titles of mining concession covering, or that in the future shall
cover, the LOT:
a) "LOS COMPADRES", mining exploitation concession, title 172622,
issued on March 30, 1984, located in the Municipality of
Tetipac, Guerrero, with a surface of 30.0003 hectares,
recorded in the Public Registry of Mining, under number 262,
page 66 of volume 231 of the General Book of Concessions.
This power of attorney is granted with the limitation that, in order to
exercise the authority to assign the rights referred to hereof, the
attorney(s)-in-fact exercising this power of attorney must evidence the
Notary Public before whom the signatures of the Contract or Contracts
of Assignment of the Rights derived from the LOT, be ratified, that
given such assignment of the LOT, the total amount agreed upon for the
promise and for
4
<PAGE>
the assignment of the LOT has been delivered to the TITLEHOLDERS
through their common representative, Mr. Felix Gomez Garcia, or,
evidence that such amount has been deposited in favor the TITLEHOLDERS'
common representative.
This power of attorney is further granted for, if so required by
International Capri Resources, S.A. de C.V. (the "BENEFICIARY") or its
designee, the attorneys-in-fact to act in order to make valid all of
the rights granted to the mining concessionaires with respect to their
concessions, by the Mining Law, its Regulations and other applicable
provisions in the mining area, which in its case, would include the
fulfillment of the obligations of Messrs. Felix Gomez Garcia and Zenon
Flores Damian, among which include but are not limited to file reports
and proofs of execution of the mining works referred to by the Mining
Law and its Regulations; to initiate proceedings for mining opposition;
to file and process administrative remedies in terms of the Mining Law,
its Regulations and other applicable provisions; to initiate
constitutional protection proceedings; and, other acts applicable
pursuant to such provisions, except for the withdrawal, subdivision,
reduction or unification of surface of the LOT, which would only
proceed with the written authorization issued by the TITLEHOLDERS'
common representative, Felix Gomez Garcia, and the BENEFICIARY's
representative, jointly.
Within the specialty of the power of attorney, the attorneys-in-fact
shall have all the authority corresponding to a general power of
attorney for lawsuits and collections, to administer property and for
acts of ownership, with the broadest authority as provided for by
article 2554 (two thousand five hundred and fifty four) of the Civil
Code for the Federal District in Common Matters and for all the
Republic in Federal Matters and the corresponding article of the Civil
Code for each Estate of the Mexican United States; with the limitation
that the attorneys-in-fact may exercise this power of attorney only in
matters related to the rights derived from the mining concessions
covering, and that in the future shall cover, the LOT subject matter of
the cited Contracts.
Given that the power of attorney conferred in this instrument is
granted for the fulfillment of the obligations assumed by the grantors
under a bilateral contract, it is expressly stipulated that the power
of attorney is conferred as irrevocable, in terms of article 2596 (two
thousand five hundred and ninety six) of the Civil Code for the Federal
District in Common Matters and for all the Republic in Federal Matters
and, the corresponding article of the Civil Code for each State of the
Mexican Untied States.
This power of attorney shall be in force during the time in which the
obligations of the grantor under: (i) the aforementioned Contracts of
Mining Exploration and of Promise of Assignment of Rights; and, (ii)
the Amendment Agreement to such Contracts entered into by and between
the TITLEHOLDERS and International Capri Resources, S.A. de C.V., are
still existing, copy of which Contracts are attached hereto to form an
integral part of this instrument."
SIXTH. The parties agree to modify last paragraph of Clause Tenth of
the CONTRACTS, in order that it be hereinafter drafted as follows:
"TENTH. Communications . . .
5
<PAGE>
. . .
The payments stipulated in the CONTRACTS may be made through the
delivery of a nominative check in favor of Mr. Felix Gomez Garcia, as
common representative of the TITLEHOLDERS, or through the deposit in
the account number 57002490726 opened in the name of Mr. Felix Gomez
Garcia, common representative of the TITLEHOLDERS, with banco Santander
Mexicano, branch Ixtapan de la Sal, State of Mexico; and, in any case,
the common representative of the TITLEHOLDERS must deliver to the
BENEFICIARY, the corresponding invoice for each payment received by the
former and, which invoice must meet all the tax requirements, as
provided for by the laws in the corresponding area."
SEVENTH. Likewise, the parties hereby agree that, all such terms and
conditions agreed upon in the CONTRACTS and that have been not expressly
modified under this Agreement, shall continue in full force and effect,
therefore, TITLEHOLDERS and ICRM obligate themselves to fully observe them and
to comply with all the obligations assumed by them and deriving from the
CONTRACTS and from this Agreement.
Having this document read by the parties, they ratify same in all its terms and
sign it for the record hereof, on July 7, 1999, in Mexico City, Federal
District.
<TABLE>
<S> <C>
THE TITLEHOLDERS ICRM
INTERNATIONAL CAPRI RESOURCES,
/s/ Felix Gomez Garcia S.A. DE C.V.
---------------------- /s/ Juan Pizarro-Suarez Vergara-Lope
Felix Gomez Garcia ------------------------------------
On his own behalf and on behalf of Mr. Zenon Flores Damian Juan Pizarro-Suarez Vergara-Lope
and of Mrs. Romualda Gomez Lopez de Gomez
</TABLE>
ENGLISH VERSION
AMENDMENT AGREEMENT ENTERED INTO BY AND BETWEEN, ON ONE PART, MR. FELIX GOMEZ
GARCIA (HEREINAFTER THE "TITLEHOLDER"), ON HIS OWN BEHALF AND AS
ATTORNEY-IN-FACT OF MRS. ALBERTA ESTHELA GOMEZ GOMEZ, THE LATTER ON BEHALF OF
MRS. ROMUALDA GOMEZ LOPEZ DE GOMEZ, IN ORDER THAT THE MARRIAGE CONSENT OF THE
LATTER BE HEREIN GRANTED; AND, ON THE OTHER PART, INTERNATIONAL CAPRI RESOURCES,
S.A. DE C.V. (HEREINAFTER "ICRM"), HEREBY REPRESENTED BY MR. JUAN EUGENIO
PIZARRO-SUAREZ VERGARA-LOPE, IN ACCORDANCE WITH THE FOLLOWING DECLARATIONS AND
CLAUSES.
DECLARATIONS
I. Both parties, the TITLEHOLDER on his own behalf and ICRM through its
representative, declare:
1. That on November 19, 1998, the TITLEHOLDER entered into with the company
named Polo y Ron Minerales, S.A. de C.V., Contracts of Mining Exploration
and of Promise of Assignment of Rights (hereinafter the "CONTRACTS"), with
respect to the rights deriving from the mining exploitation concessions
covering the lots "EL QUINTO II", title 175486 and "EL COMETA NAVIDENO"),
title 171847 (jointly identified as the "LOTS" in such CONTRACTS and in
this document), which identification data are as follows:
a) "EL QUINTO II", mining exploitation concession title, 175486, issued
on July 31, 1985, located in the Municipality of Zacualpan, State of
Mexico, with a surface of 9.0957 hectares, recorded in the Public
Registry of Mining, under number 166, page 42 of volume 238 of the
General Book of Concessions;
b) "EL COMETA NAVIDENO", mining exploitation concession, title 171847,
issued on June 15, 1983, located in the Municipality of Tetipac,
Guerrero, with a surface of 23.0584 hectares, recorded in the Public
Registry of Mining, under number 627, page 158 of volume 228 of the
General Book of Concessions.
That the CONTRACTS cited in this declaration were recorded in the
Public Registry of Mining on May 7, 1999, under number 126, volume 9
of the Book of Mining Acts, Contracts and Agreements kept by such
Public Registry of Mining
2. That on December 11, 1998, Polo y Ron Minerales, S.A. de C.V. entered into
with the company International Capri Resources, S.A. de C.V. (ICRM), a
Contract of Assignment of all the rights and obligations deriving from the
CONTRACTS in favor and under the responsibility of Polo y Ron Minerales,
S.A. de C.V., having ICRM fully subrogated in the fulfillment of such
obligations and in the enjoyment of such rights; therefore, for purposes of
precision it is hereby clarified that, from the abovecited assignment of
rights,
<PAGE>
all references made in the CONTRACTS, to the BENEFICIARY, are understood as
made to ICRM itself.
That the Contract of Assignment of Rights referred to in this declaration,
was recorded in the Public Registry of Mining on May 7, 1999, under number
143, Volume 9 of the Book of Mining Acts, Contracts and Agreements kept by
such Public Registry of Mining.
3. That as of the date of this Agreement, the TITLEHOLDER and ICRM have
complied with the obligations acquired by them under the CONTRACTS and they
have no claims thereof, therefore, they mutually release themselves of all
responsibilities derived from the fulfillment of the CONTRACTS as of this
date, the TITLEHOLDER stating that he has received, at his entire
satisfaction, each and all of the payments referred to in subparagraphs a)
through h) of section 4.2 of Clause Second of the CONTRACTS; and, the
TITLEHOLDER also stating that following the execution of the CONTRACTS, he
evidenced ICRM that he has been registered before the competent tax
authorities under the regime of short taxpayer as an entrepreneur.
4. That based on the results of exploration works performed by ICRM as of this
date, and as a result of the conversations between the TITLEHOLDER and
ICRM, both parties wish to enter into this Agreement, in order to: (i)
extend the duration of the CONTRACTS; (ii) modify the schedule of payments
referred to in section 4.2 of Clause Second of such CONTRACTS; and, (iii)
adjust some other provisions contained in such CONTRACTS.
5. That the TITLEHOLDER as well as ICRM's representative, state that they have
sufficient authority to enter into this Agreement, since the authority
conferred to them by Mrs. Alberta Esthela Gomez Gomez (in turn
representative of Mrs. Romualda Gomez Lopez de Gomez) and ICRM,
respectively, are still in full force and effect and have not been revoked,
limited or modified in any manner whatsoever.
Having made the above declarations, the parties agree on the following:
CLAUSES
FIRST. The parties agree to modify section 1. of Clause First of the CONTRACTS,
for it to be hereinafter drafted as follows:
"1. Term. The duration of this Contract of Exploration is for the term
comprised between the date of execution and ratification before a Notary,
of the CONTRACTS and March 31, 2000"
For purposes of more clarity, the parties agree that the provisions
stipulated by them under sections 1.1 and 1.2 of said Clause First, fully
prevail.
SECOND. The parties agree to modify section 1. of Clause Second of the
CONTRACTS, in order for it to be hereinafter drafted as follows:
"1. Duration. The term within which the BENEFICIARY may exercise, at any
time, the right to assign to the BENEFICIARY or its designee, the rights
derived from any or
2
<PAGE>
both titles of mining concession covering, or that in the future shall
cover, the LOTS, as well as the referred rights that the TITLEHOLDER may
have to access the LOTS, shall be the term comprised between the date of
execution and ratification before a Notary, of the CONTRACTS and March 31,
2000."
For purposes of more clarity, the parties agree that the provisions
stipulated by them under sections 1.1 and 1.2 of said Clause Second, fully
prevail.
THIRD. The parties agree to modify subparagraphs i), j), k), l) and m) of
section 4.2 of Clause Second of the CONTRACTS, for them to be hereinafter
drafted as follows, and likewise, they have agreed to add a subparagraph n) to
the above cited section 4.2, in order to be in the following terms:
"4.2 Schedule of Payments. The amounts referred to in section 4. of the
CONTRACTS, shall be as follows:
. . .
i) On the day on which this Amendment Agreement to the CONTRACTS be
executed and ratified before a Notary Public, the total amount of $4,500.00
USCy. (four thousand and five hundred dollars 00/100).
j) On December 31, 1999, provided the CONTRACTS are still in force, the
total amount of $3,000.00 USCy. (three thousand dollars. 00/100).
k) On January 31, 2000, provided the CONTRACTS are still in force, the
total amount of $7,500.00 USCy. (seven thousand and five hundred dollars
00/100).
l) On February 28, 2000, provided the CONTRACTS are still in force, the
total amount of $7,500.00 USCy. (seven thousand and five hundred dollars
00/100).
m) On March 31, 2000, provided the CONTRACTS are still in force, the total
amount of $5,500.00 USCy. (five thousand and five hundred dollars 00/100).
Upon delivery of this last payment, it shall be understood that the
BENEFICIARY has fully exercised the right to acquire the LOTS.
n) Should the option to acquire the LOTS be exercised prior to March 31,
2000, the BENEFICIARY shall pay to the TITLEHOLDER, such amounts referred
to in the above subparagraphs which have not been paid, with respect to the
dates which have not been met, in order that the total consideration
corresponding to the promise and to the assignment of all the rights
deriving from the mining concessions at that time covering the LOTS, be the
total amount of $85,000.00 USCy. (eighty five thousand dollars 00/100),
plus the corresponding Value Added Tax (VAT)."
FOURTH. Given that indicated in the final part of declaration I.3 of this
document, the parties agree to modify paragraphs third and forth of Clause Sixth
of the CONTRACTS in order that they be hereinafter as follows:
3
<PAGE>
"SIXTH. Expenses, Fees and Taxes."
. . .
Likewise, the TITLEHOLDER commits himself to comply with all obligations
imposed to him by the tax laws in force, since he has stated to the
BENEFICIARY that he is recorded in the Federal Taxpayers' Registry, under
number GOGF-270729-AT3, under the regime of Short Taxpayer as entrepreneur.
Given that indicated in the above paragraphs, it is hereby understood, that
except as otherwise provided by the applicable tax provisions, for each
payment made to the TITLEHOLDER, no withholding of Income Tax shall be
made, the parties obligating themselves to comply with all tax obligations
imposed or to be imposed to them, by the tax law in force
. . .
FIFTH. Given the assignment of rights and obligations subject matter of the
contract referred to in declaration I.2 of this document, the parties agree to
modify Clause Seventh of the CONTRACTS, in order that, for purposes of more
precision, it be drafted as follows:
"SEVENTH. Guaranty for Compliance. The TITLEHOLDER, Mr. Felix Gomez Garcia,
obligates himself pursuant to articles 2554 paragraph fourth, 2587 and 2596
paragraph first, of the Civil Code for the Federal District in Common
Matters and for all the Republic in Federal Matters, to grant before a
Notary Public, a special and irrevocable power of attorney, to guarantee
the fulfillment of the obligations assumed by the TITLEHOLDER under this
document, in the following terms:
Mr. Felix Gomez Garcia, on his own behalf, grants in favor of Messrs.
Fernando David Estavillo Castro, Juan Pizarro-Suarez Vergara-Lope,
Alejandro Staines Anzaldo, Cristina Sanchez-Urtiz and Alberto Mauricio
Vazquez Sanchez, a special and irrevocable power of attorney, for them to
exercise same, jointly or individually, in order that in the name and on
behalf of the grantors:
They comply with, if so required by International Capri Resources, S.A. de
C.V. or its designee, the obligations assumed by Mr. Felix Gomez Garcia
with respect to International Capri Resources, S.A. de C.V. under the
Contracts of Mining Exploration and of Promise of Assignment of Rights
(hereinafter the "Contracts") entered into by the grantor as promisor (in
such contracts identified as the "TITLEHOLDER"), consisting of the
execution with International Capri Resources, S.A. de C.V. (the
"BENEFICIARY") or its designee, of the Definitive Contract(s) of Assignment
of Rights derived from the titles of mining concession covering, or that in
the future shall cover, the LOTS:
a) "EL QUINTO II", mining exploitation concession, title 175486, issued
on July 31, 1985, located in the Municipality of Zacualpan, State of
Mexico, with a surface of 9.0957 hectares, recorded in the Public
Registry of Mining, under number 166, page 42 of volume 238 of the
General Book of Concessions;
4
<PAGE>
b) "EL COMETA NAVIDENO", mining exploitation concession, title 171847,
issued on June 15, 1983, located in the Municipality of Tetipac,
Guerrero, with a surface of 23.0584 hectares, recorded in the Public
Registry of Mining, under number 627, page 158 of volume 228 of the
General Book of Concessions.
This power of attorney is granted with the limitation that, in order to
exercise the authority to assign the rights referred to hereof, the
attorney(s)-in-fact exercising this power of attorney must evidence the
Notary Public before whom the signatures of the Contract or Contracts of
Assignment of the Rights derived from the LOTS, be ratified, that given
such assignment of the LOTS, the total amount agreed upon for the promise
and for the assignment of the LOTS has been delivered to the TITLEHOLDER
or, evidence that such amount has been deposited in favor the TITLEHOLDER.
This power of attorney is further granted for, if so required by
International Capri Resources, S.A. de C.V. (the BENEFICIARY) or its
designee, the attorneys-in-fact to act in order to make valid all of the
rights granted to the mining concessionaires with respect to their
concessions, by the Mining Law, its Regulations and other applicable
provisions in the mining area, which in its case, would include the
fulfillment of the obligations of Mr. Felix Gomez Garcia, among which
include but are not limited to file reports and proofs of execution of the
mining works referred to by the Mining Law and its Regulations; to initiate
proceedings for mining opposition; to file and process administrative
remedies in terms of the Mining Law, its Regulations and other applicable
provisions; to initiate constitutional protection proceedings; and, other
acts applicable pursuant to such provisions, except for the withdrawal,
subdivision, reduction or unification of surface of the LOTS, which would
only proceed with the written authorization issued by the TITLEHOLDER and
the BENEFICIARY's representative, jointly.
Within the specialty of the power of attorney, the attorneys-in-fact shall
have all the authority corresponding to a general power of attorney for
lawsuits and collections, to administer property and for acts of ownership,
with the broadest authority as provided for by article 2554 (two thousand
five hundred and fifty four) of the Civil Code for the Federal District in
Common Matters and for all the Republic in Federal Matters and the
corresponding article of the Civil Code for each Estate of the Mexican
United States; with the limitation that the attorneys-in-fact may exercise
this power of attorney only in matters related to the rights derived from
the mining concessions covering, and that in the future shall cover, the
LOTS subject matter of the cited Contracts.
Given that the power of attorney conferred in this instrument is granted
for the fulfillment of the obligations assumed by the grantor under a
bilateral contract, it is expressly stipulated that the power of attorney
is conferred as irrevocable, in terms of article 2596 (two thousand five
hundred and ninety six) of the Civil Code for the Federal District in
Common Matters and for all the Republic in Federal Matters and, the
corresponding article of the Civil Code for each State of the Mexican
Untied States.
This power of attorney shall be in force during the time in which the
obligations of the grantor under: (i) the aforementioned Contracts of
Mining Exploration and of Promise of
5
<PAGE>
Assignment of Rights; and, (ii) the Amendment Agreement to such Contracts
entered into by and between the TITLEHOLDER and International Capri
Resources, S.A. de C.V., are still existing, copy of which Contracts are
attached hereto to form an integral part of this instrument."
SIXTH. The parties agree to modify last paragraph of Clause Tenth of the
CONTRACTS, in order that it be hereinafter drafted as follows:
"TENTH. Communications . . .
. . .
The payments stipulated in the CONTRACTS may be made through the delivery
of a nominative check in favor of the TITLEHOLDER, Mr. Felix Gomez Garcia,
or through the deposit in the account number 57002490726 opened in the name
of the TITLEHOLDER, Mr. Felix Gomez Garcia, with banco Santander Mexicano,
branch Ixtapan de la Sal, State of Mexico; and, in any case, the
TITLEHOLDER must deliver to the BENEFICIARY, the corresponding invoice for
each payment received by the former and, which invoice must meet all the
tax requirement, as provided for by the laws in the corresponding area."
SEVENTH. Likewise, the parties hereby agree that, all such terms and conditions
agreed upon in the CONTRACTS and that have been not expressly modified under
this Agreement, shall continue in full force and effect, therefore, the
TITLEHOLDER and ICRM obligate themselves to fully observe them and to comply
with all the obligations assumed by them and deriving from the CONTRACTS and
from this Agreement.
Having this document read by the parties, they ratify same in all its terms and
sign it for the record hereof, on July 7, 1999, in Mexico City, Federal
District.
THE TITLEHOLDER ICRM
/s/ Felix Gomez Garcia INTERNATIONAL CAPRI RESOURCES,
----------------------- S.A. DE C.V.
Felix Gomez Garcia /s/ Juan Pizarro-Suarez Vergara-Lope
On his own behalf and on behalf of ------------------------------------
Mrs. Romualda Gomez Lopez de Gomez Juan Pizarro-Suarez Vergara-Lope
6
(ENGLISH VERSION)
AMENDMENT AGREEMENT ENTERED INTO BY AND BETWEEN, ON ONE PART, MR. HECTOR
ESQUIVEL ESPARZO (HEREINAFTER THE "TITLEHOLDER"), ON HIS OWN BEHALF AND ON
BEHALF OF HIS WIFE, MRS. LETICIA SOSA ALVAREZ DE ESQUIVEL; AND, ON THE OTHER
PART, INTERNATIONAL CAPRI RESOURCES, S.A. DE C.V. (HEREINAFTER "ICRM"), HEREBY
REPRESENTED BY MR. JUAN EUGENIO PIZARRO-SUAREZ VERGARA-LOPE, IN ACCORDANCE WITH
THE FOLLOWING DECLARATIONS AND CLAUSES.
DECLARATIONS
I. Both parties, the TITLEHOLDER on his own behalf and ICRM through its
representative, declare:
1. That on November 30, 1998, the TITLEHOLDER entered into with the
company named Polo y Ron Minerales, S.A. de C.V., Contracts of Mining
Exploration and of Promise of Assignment of Rights (hereinafter the
"CONTRACTS"), with respect to the rights deriving from the mining
concessions covering the lots "EL VOLADO", title 197967 and "LA
CADENA", title 156895 (jointly identified as the "LOTS" in such
CONTRACTS and in this document), which identification data are as
follows:
a) "EL VOLADO", mining exploration concession, title 197967,
issued on September 30, 1993, located in the Municipality of
Zacualpan, State of Mexico, with a surface of 3.7899 hectares,
recorded in the Public Registry of Mining, under number 27,
page 14 of volume 276 of the General Book of Concessions; and
b) "LA CADENA", mining exploitation concession, title 156895,
issued on May 12, 1972, located in the Municipality of
Zacualpan, State of Mexico, with a surface of 111.7074
hectares, recorded in the Public Registry of Mining, under
number 49, page 13 of volume 199 of the General Book of
Concessions.
That the CONTRACTS cited in this declaration were recorded in the
Public Registry of Mining on January 29, 1999, under number 84, page 56
back side to 57 front side of volume 9 of the Book of Mining Acts,
Contracts and Agreements kept by such Public Registry of Mining
2. That on December 11, 1998, Polo y Ron Minerales, S.A. de C.V. entered
into with the company International Capri Resources, S.A. de C.V.
(ICRM), a Contract of Assignment of all the rights and obligations
deriving from the CONTRACTS in favor and under the responsibility of
Polo y Ron Minerales, S.A. de C.V., having ICRM fully subrogated in the
fulfillment of such obligations and in the enjoyment of such rights;
therefore, for purposes of precision it is hereby clarified that, from
the above cited assignment of rights, all references made in the
CONTRACTS, to the BENEFICIARY, are understood as made to ICRM itself.
<PAGE>
That the Contract of Assignment of Rights referred to in this
declaration, was recorded in the Public Registry of Mining on May 7,
1999, under number 143, volume 9 of the Book of Mining Acts, Contracts
and Agreements kept by such Public Registry of Mining.
3. That as of the date of this Agreement, the TITLEHOLDER and ICRM have
complied with the obligations acquired by them under the CONTRACTS and
they have no claims thereof, therefore, they mutually release
themselves of all responsibilities derived from the fulfillment of the
CONTRACTS as of this date, the TITLEHOLDER stating that he has
received, at his entire satisfaction, each and all of the payments
referred to in subparagraphs a) through f) of section 4.2 of Clause
Second of the CONTRACTS; and, the TITLEHOLDER also stating that, he has
evidenced ICRM that he has been registered before the competent tax
authorities as an entrepreneur.
4. That based on the results of exploration works performed by ICRM as of
this date, and as a result of the conversations between the TITLEHOLDER
and ICRM, both parties wish to enter into this Agreement, in order to:
(i) extend the duration of the CONTRACTS; (ii) modify the schedule of
payments referred to in section 4.2 of Clause Second of such CONTRACTS;
and, (iii) adjust some other provisions contained in such CONTRACTS.
5. That the TITLEHOLDER as well as ICRM's representative, state that they
have sufficient authority to enter into this Agreement, since the
authority conferred to them by Mrs. Leticia Sosa Alvarez de Esquivel
and ICRM, respectively, are still in full force and effect and have not
been revoked, limited or modified in any manner whatsoever.
Having made the above declarations, the parties agree on the following:
CLAUSES
FIRST. The parties agree to modify section 1. of Clause First of the
CONTRACTS, for it to be hereinafter drafted as follows:
"1. Term. The duration of this Contract of Exploration is for the
term comprised between the date of execution and ratification before
a Notary, of the CONTRACTS and March 31, 2000"
For purposes of more clarity, the parties agree that the provisions
stipulated by them under sections 1.1 and 1.2 of said Clause First,
fully prevail.
SECOND. The parties agree to modify section 1. of Clause Second of the
CONTRACTS, in order for it to be hereinafter drafted as follows:
"1. Duration. The term within which the BENEFICIARY may exercise, at
any time, the right to assign to the BENEFICIARY or its designee, the
rights derived from any or both titles of mining concession covering,
or that in the future shall cover, the LOTS, as well as the referred
rights that the TITLEHOLDER may have to access the LOTS, shall be the
term comprised between the date of execution and ratification before a
Notary, of the CONTRACTS and March 31, 2000."
2
<PAGE>
For purposes of more clarity, the parties agree that the provisions
stipulated by them under sections 1.1 and 1.2 of said Clause Second,
fully prevail.
THIRD. The parties agree to modify subparagraphs g), h) and i) of
section 4.2 of Clause Second of the CONTRACTS, for them to be hereinafter
drafted as follows, and likewise, they have agreed to add a subparagraph j) to
the above cited section 4.2, in order to be in the following terms:
"4.2 Schedule of Payments. The amounts referred to in section 4.
of the CONTRACTS, shall be as follows:
. . .
g) On the day on which this Amendment Agreement to the CONTRACTS be
executed and ratified before a Notary Public, the total amount of
$6,000.00 USCy. (six thousand dollars 00/100).
h) On January 31, 2000, provided the CONTRACTS are still in force, the
total amount of $9,320.00 USCy. (nine thousand three hundred and twenty
dollars 00/100).
i) On March 31, 2000, provided the CONTRACTS are still in force, the
total amount of $14,280.00 USCy. (fourteen thousand two hundred and
eighty dollars 00/100). Upon delivery of this last payment, it shall be
understood that the BENEFICIARY has fully exercised the right to
acquire the LOTS.
j) Should the option to acquire the LOTS be exercised prior to March
31, 2000, the BENEFICIARY shall pay to the TITLEHOLDER, such amounts
referred to in the above subparagraphs which have not been paid, with
respect to the dates which have not been met, in order that the total
consideration corresponding to the promise and to the assignment of all
the rights deriving from the mining concessions at that time covering
the LOTS, be the total amount of $101,600.00 USCy. (one hundred one
thousand and six hundred dollars 00/100), plus the corresponding Value
Added Tax (VAT)."
FOURTH. Given that indicated in the final part of declaration I.3 of
this document, the parties agree to modify paragraphs third and fourth of Clause
Sixth of the CONTRACTS in order that they be hereinafter as follows:
"SIXTH. Expenses, Fees and Taxes.
. . .
Likewise, the TITLEHOLDER commits himself to comply with all
obligations imposed to him by the tax laws in force, since he has
stated to the BENEFICIARY that he is recorded in the Federal Taxpayers'
Registry, under number EUEH-340308-MU7, as an entrepreneur.
Given that indicated in the above paragraphs, it is hereby understood,
that except as otherwise provided by the applicable tax provisions, for
each payment made to
3
<PAGE>
the TITLEHOLDER, no withholding of Income Tax shall be made, the
parties obligating themselves to comply with all tax obligations
imposed or to be imposed to them, by the tax laws in force
. . . "
FIFTH. Given the assignment of rights and obligations subject matter
of the contract referred to in declaration I.2 of this document, the parties
agree to modify Clause Seventh of the CONTRACTS, in order that, for purposes of
more precision, it be drafted as follows:
"SEVENTH. Guaranty for Compliance. The TITLEHOLDER, Mr.
Hector Esquivel Esparza, obligates himself pursuant to articles 2554
paragraph fourth, 2587 and 2596 paragraph first, of the Civil Code for
the Federal District in Common Matters and for all the Republic in
Federal Matters, to grant before a Notary Public, a special and
irrevocable power of attorney, to guarantee the fulfillment of the
obligations assumed by the TITLEHOLDER under this document, in the
following terms:
Mr. Hector Esquivel Esparza, on his own behalf, grants in favor of
Messrs. Fernando David Estavillo Castro, Juan Pizarro-Suarez
Vergara-Lope, Alejandro Staines Anzaldo, Cristina Sanchez-Urtiz and
Alberto Mauricio Vazquez Sanchez, a special and irrevocable power of
attorney, for them to exercise same, jointly or individually, in order
that in the name and on behalf of the grantors:
They comply with, if so required by International Capri Resources, S.A.
de C.V. or its designee, the obligations assumed by Mr. Hector Esquivel
Esparza with respect to International Capri Resources, S.A. de C.V.
under the Contracts of Mining Exploration and of Promise of Assignment
of Rights (hereinafter the "Contracts") entered into by the grantor as
promisor (in such contracts identified as the "TITLEHOLDER"),
consisting of the execution with International Capri Resources, S.A. de
C.V. (the "BENEFICIARY") or its designee, of the Definitive Contract(s)
of Assignment of Rights derived from the titles of mining concession
covering, or that in the future shall cover, the LOTS:
a) "EL VOLADO", mining exploration concession, title 197967,
issued on September 30, 1993, located in the Municipality of
Zacualpan, State of Mexico, with a surface of 3.7899 hectares,
recorded in the Public Registry of Mining, under number 27,
page 14 of volume 276 of the General Book of Concessions; and
b) "LA CADENA", mining exploitation concession, title 156895,
issued on May 12, 1972, located in the Municipality of
Zacualpan, State of Mexico, with a surface of 111.7074
hectares, recorded in the Public Registry of Mining, under
number 49, page 13 of volume 199 of the General Book of
Concessions.
This power of attorney is granted with the limitation that, in order to
exercise the authority to assign the rights referred to hereof, the
attorney(s)-in-fact exercising this power of attorney must evidence the
Notary Public before whom the signatures of the Contract or Contracts
of Assignment of the Rights derived from the LOTS, be ratified, that
given such assignment of the LOTS, the total amount agreed upon for the
promise and for the assignment of the LOTS has been delivered to the
TITLEHOLDER or, evidence that such amount has been deposited in favor
of the TITLEHOLDER.
4
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This power of attorney is further granted for, if so required by
International Capri Resources, S.A. de C.V. (the BENEFICIARY) or its
designee, the attorneys-in-fact to act in order to make valid all of
the rights granted to the mining concessionaires with respect to their
concessions, by the Mining Law, its Regulations and other applicable
provisions in the mining area, which in its case, would include the
fulfillment of the obligations of Mr. Hector Esquivel Esparza, among
which include but are not limited to file reports and proofs of
execution of the mining works referred to by the Mining Law and its
Regulations; to initiate proceedings for mining opposition; to file and
process administrative remedies in terms of the Mining Law, its
Regulations and other applicable provisions; to initiate constitutional
protection proceedings; and, other acts applicable pursuant to such
provisions, except for the withdrawal, subdivision, reduction or
unification of surface of the LOTS, which would only proceed with the
written authorization issued by the TITLEHOLDER and the BENEFICIARY's
representative, jointly.
Within the specialty of the power of attorney, the attorneys-in-fact
shall have all the authority corresponding to a general power of
attorney for lawsuits and collections, to administer property and for
acts of ownership, with the broadest authority as provided for by
article 2554 (two thousand five hundred and fifty four) of the Civil
Code for the Federal District in Common Matters and for all the
Republic in Federal Matters and the corresponding article of the Civil
Code for each Estate of the Mexican United States; with the limitation
that the attorneys-in-fact may exercise this power of attorney only in
matters related to the rights derived from the mining concessions
covering, and that in the future shall cover, the LOTS subject matter
of the cited Contracts.
Given that the power of attorney conferred in this instrument is
granted for the fulfillment of the obligations assumed by the grantor
under a bilateral contract, it is expressly stipulated that the power
of attorney is conferred as irrevocable, in terms of article 2596 (two
thousand five hundred and ninety six) of the Civil Code for the Federal
District in Common Matters and for all the Republic in Federal Matters
and, the corresponding article of the Civil Code for each State of the
Mexican Untied States.
This power of attorney shall be in force during the time in which the
obligations of the grantor under: (i) the aforementioned Contracts of
Mining Exploration and of Promise of Assignment of Rights; and, (ii)
the Amendment Agreement to such Contracts entered into by and between
the TITLEHOLDER and International Capri Resources, S.A. de C.V., are
still existing, copy of which Contracts are attached hereto to form an
integral part of this instrument."
SIXTH. Likewise, the parties hereby agree that, all such terms and
conditions agreed upon in the CONTRACTS and that have not been expressly
modified under this Agreement, shall continue in full force and effect,
therefore, the TITLEHOLDER and ICRM obligate themselves to fully observe them
and to comply with all the obligations assumed by them and deriving from the
CONTRACTS and from this Agreement.
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Having this document read by the parties, they ratify same in all its terms and
sign it for the record hereof, on July 7, 1999, in Mexico City, Federal
District.
<TABLE>
<S> <C>
THE TITLEHOLDER ICRM
INTERNATIONAL CAPRI RESOURCES,
/s/ Hector Esquivel Esparza S.A. DE C.V.
--------------------------- /s/ Juan Pizarro-Suarez Vergara-Lope
Hector Esquivel Esparza ------------------------------------
On his own behalf and on behalf of Mrs. Leticia Sosa Juan Pizarro-Suarez Vergara-Lope
Alvarez de Esquivel
</TABLE>
