<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1996
-----------------
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE
EXCHANGE ACT
0-16740
-----------
(Commission File Number)
NORTH LILY MINING COMPANY
---------------------------
(Exact name of registrant as specified in its charter)
UTAH 87-0159350
-------- --------------
(State of Incorporation) (IRS Employer Identification No.)
SUITE 210, 1800 GLENARM PLACE, DENVER, COLORADO 80202
------------------------------------------------ ---------
(Address of principal executive offices) (ZIP Code)
(303) 294-0427
------------------
(Registrant's telephone number, including area code)
N/A
-------
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
------- ------
Indicate the number of shares outstanding of each of the Issuer's classes of
common stock, as of the latest practicable date: August 12, 1996
Common shares 29,652,233
1
<PAGE>
NORTH LILY MINING COMPANY
-------------------------
FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 1996
INDEX
-----
Part I. Financial Information:
Item 1. - Condensed Consolidated Balance Sheets -
June 30, 1996 and December 31, 1995.................... 3
- Condensed Consolidated Statements of Cash Flow -
Six Months Ended June 30, 1996 and 1995............ .. 4
- Condensed Consolidated Statements of Operations -
Six Months Ended June 30, 1996 and 1995
and Three Months Ended June 30, 1996 and 1995.......... 5
- Condensed Consolidated Statements of Shareholder's
Equity - June 30, 1996 and December 31, 1995........... 6
- Notes to Condensed Consolidated Financial Statements... 7
Item 2. - Management's Discussion and Analysis of
Financial Condition and Results of Operations.......... 9
Part II. Other Information:
Item 6. - Exhibits and Reports on Form 8-K....................... 11
Signatures............................................. 12
2
<PAGE>
NORTH LILY MINING COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
<TABLE>
ASSETS June 30, December 31,
1996 1995
---------- ------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 202,982 $ 122,515
Marketable securities 51,615 448,800
Accounts receivable 50,869 44,687
Inventory 43,207 43,207
---------- ----------
Total current assets 348,673 659,209
Advances to Tamarine Ventures Ltd. 148,912 35,000
Plant and equipment, net 271,139 278,111
Mineral properties, net 3,128,319 3,121,943
Other assets 107,457 107,457
---------- ----------
Total assets $4,004,500 $4,201,720
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 440,012 $ 381,326
Accrued and other liabilities 20,532 38,000
Reclamation liabilities 164,846 220,001
Notes payable - 308,788
----------- ------------
Total current liabilities 625,390 948,115
Due to officers 505,000 385,000
----------- ------------
Total liabilities 1,130,390 1,333,115
----------- ------------
Shareholders' equity:
Common stock, $0.10 par value; authorized 30,000,000 shares;
issued 29,652,233 and 25,946,677 shares as of June 30, 1996
and December 31, 1995, respectively 2,965,222 2,594,667
Additional paid-in capital 48,978,994 48,929,549
Accumulated deficit (49,072,942) (48,835,939)
Treasury stock, at cost, 144,830 shares as of
June 30, 1996 and December 31, 1995 (17,395) (17,395)
Marketable securities valuation adjustment 20,231 197,723
------------ ------------
Total shareholders' equity 2,874,110 2,868,605
------------ ------------
Total liabilities and shareholders' equity $ 4,004,500 $ 4,201,720
============ ============
The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>
3
<PAGE>
NORTH LILY MINING COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
<TABLE>
<CAPTION>
For the six months ended:
June 30, June 30,
1996 1995
--------- ---------
Cash flows from operating activities:
<S> <C> <C>
Net income (loss) $(237,003) $ 48,391
Adjustments to reconcile net loss to net
cash provided from (used in) operating activities:
Amortization and depreciation 1,972 27,437
Gain on disposition of mineral properties - (309,970)
Net realized gain on sale of marketable securities and investments (118,883) (65,413)
Decrease (increase) in accounts receivable (6,182) (18,445)
Decrease (increase) in inventory - 8,474
Decrease in other assets - 1,575
Increase (decrease) in accounts payable and accrued liabilities 161,218 (56,585)
Decrease in reclamation liabilities (55,155) (62,078)
Increase (decrease) in notes payable (308,788) 5,453
Other items 60,000 8,750
--------- ---------
Net cash used in operating activities (502,821) (412,411)
--------- ---------
Cash flows from investing activities:
Acquisition and exploration of mineral properties,
net of option payments received (6,376) 75,919
Advances to Tamarine Ventures Ltd. (113,912) -
Proceeds from sale of marketable securities and investments 338,576 96,543
Proceeds from sale of mineral properties - 37,500
Proceeds from sale of mining and milling equipment 5,000 57,500
--------- ---------
Net cash provided by investing activities 223,288 267,462
--------- ---------
Cash flows from financing activities:
Advances from International Mahogany Corp. - 148,508
Proceeds from issuance of common stock 360,000 -
--------- ---------
Net cash provided by financing activities 360,000 148,508
--------- ---------
Net increase in cash and cash equivalents 80,467 3,559
Cash and cash equivalents at beginning of period 122,515 38,954
--------- ---------
Cash and cash equivalents at end of period $ 202,982 $ 42,513
========= =========
The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>
4
<PAGE>
NORTH LILY MINING COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
<TABLE>
<CAPTION>
For the three months ended: For the six months ended:
June 30, June 30, June 30, June 30,
1996 1995 1996 1995
--------- --------- --------- ---------
Operating expenses:
<S> <C> <C> <C> <C>
General and administrative expenses $ 121,546 $ 170,613 $ 354,466 $ 402,852
Exploration and property carrying costs 1,951 34,651 3,249 40,313
--------- --------- --------- ---------
Operating loss (123,497) (205,264) (357,715) (443,165)
Other income:
Interest income 1,034 624 1,829 2,089
Net realized gain on sale of marketable securities - 43,763 118,883 65,413
Other, net - 112,483 - 114,084
Gain on disposition of mineral properties - 309,970 - 309,970
--------- --------- --------- ---------
Net income (loss) $(122,463) $ 261,576 $(237,003) $ 48,391
========= ========= ========= =========
Net income (loss) per common share $ (0.01) $ 0.01 $ (0.01) $ 0.00
========= ========= ========= =========
Weighted average common shares outstanding 24,413,707 23,276,012 24,413,707 23,276,012
========== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
5
<PAGE>
NORTH LILY MINING COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
For the periods ended December 31, 1995 and June 30, 1996
(unaudited)
<TABLE>
<CAPTION>
Marketable
Common Stock Additional Securities
------------ Paid-In Accumulated Treasury Valuation
Shares Amount Capital Deficit Stock Adjustment Total
-------- -------- ----------- ------------ --------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1994 23,420,842 $2,342,084 $48,545,382 $(47,913,907) $(17,395) $ - $2,956,164
Net loss, year ended December 31, 1995 - - - (922,032) - - (922,032)
Common stock issued for services rendered 70,000 7,000 7,000 - - - 14,000
Common stock issued on settlement of debt 1,455,835 145,583 291,167 - - - 436,750
Company stock issued by private placement 1,000,000 100,000 100,000 - - - 200,000
Share issue costs - - (14,000) - - - (14,000)
Marketable securities valuation adjustment - - - - - 197,723 197,723
---------- ---------- ----------- ------------ -------- --------- ----------
Balance, December 31, 1995 25,946,677 2,594,667 48,929,549 (48,835,939) (17,395) 197,723 2,868,605
Net loss, period ended June 30, 1996 - - - (237,003) - - (237,003)
Common stock issued for services rendered 300,000 30,000 30,000 - - - 60,000
Common stock issued for finders fees 250,000 25,000 - - - - 25,000
Share issue costs - - (25,000) - - - (25,000)
Common stock issued by private placement 3,155,556 315,555 44,445 - - - 360,000
Marketable securities valuation adjustment - - - - - (177,492) (177,492)
---------- ---------- ----------- ------------ -------- --------- ----------
Balance, June 30, 1996 29,652,233 $2,965,222 $48,978,994 $(49,072,942) $(17,395) $ 20,231 $2,874,110
========== ========== =========== ============ ======== ========= ==========
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
6
<PAGE>
NORTH LILY MINING COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
GOING CONCERN
During 1995, 1994, and 1993 the Company incurred net losses of $922,032 and
$6,271,619, respectively and at December 31, 1995 had a working capital
deficiency of $288,906. At June 30, 1996, the Company had a working capital
deficiency of $276,717.
During 1993 the Company ceased operations at its Silver City mine and suspended
mining operations at its Tuina mine. As a result the Company has no operating
cash flow to meet ongoing obligations. The Company has continually been selling
non-essential Company assets to fund ongoing operations and property commitments
over the past three years. The Company requires financing to fund its future
operations and will attempt to meet its ongoing liabilities as they fall due
through the sale of marketable securities or mineral properties. There can be
no assurance that the Company will be able to raise the necessary financing to
continue in operations or meet its liabilities as they fall due or be successful
in resolving its contingent liabilities. Should the Company be unable to
realize on its assets and discharge its liabilities in the normal course of
business, the Company may not be able to continue in operations and the net
realizable value of its assets may be materially less than the amounts recorded
on the consolidated balance sheets.
DISCLOSURES
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions for Rule 10-01 of Regulation S-
X. Accordingly, they do not include all the information and footnotes required
by generally accepted accounting principles for complete financial statements.
The unaudited financial statements reflect all adjustments which are, in the
opinion of management, necessary to a fair statement of results for interim
periods presented. All adjustments made in the preparation of interim period
results, for the six month period ended June 30, 1996, are of a normal recurring
nature. The operating results for the six month period ended June 30, 1996 are
not necessarily indicative of the results that may be expected for the year
ended December 31, 1996. For further information, refer to the consolidated
financial statements for the year ended December 31, 1995.
SETTLEMENT OF LEGAL PROCEEDING
In August 1994, George Holcomb filed a complaint against the Company in the
Superior Court for the County of Maricopa, Arizona. Mr. Holcomb sought vacation
pay which was not paid to him when his employment with the Company terminated,
together with interest thereon, treble damages, costs, and attorney fees.
During November, 1994, the Company paid $20,834 to Mr. Holcomb, representing the
Company's calculation of vacation pay owed. However, the Company disputed Mr.
Holcomb's computation, which is based on a higher rate of pay. The Company also
disputes any award for treble damages. Mr. Holcomb's motion for summary
judgment regarding the applicability of the statute which would award treble
damages was denied on April 3, 1995.
In July, 1996, the Company and Mr. Holcomb agreed to a settlement whereby Mr.
Holcomb received $15,000 and will receive either a further cash payment of
$80,000 or a parcel of undeveloped property. The Company is responsible for 50%
of the amount.
DUE TO OFFICERS
As at June 30, 1996 the Company has recorded $445,000 as due to officers of the
Company. The officers have agreed not to demand repayment until January 2,
1997, at which time the indebtedness may be either settled with cash, if
available, or the issuance of shares of the Company.
7
<PAGE>
NORTH LILY MINING COMPANY
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
-----------------------------------------------------------------------
OF OPERATIONS
-------------
PROPOSED SHARE EXCHANGE WITH TAMARINE VENTURES LTD.
The Company is in the final stages of its negotiation of an Agreement and Plan
of Share Exchange (the "Agreement") with Tamarine Ventures Ltd., a company
incorporated under the laws of British Columbia, Canada ("Tamarine"). Under the
terms of the Agreement the Company will be required to effect a one new for ten
old reverse stock split, whereby every ten shares of the Company's issued and
outstanding shares of Common Stock will be exchanged for one share of Common
Stock ("Post-Consolidated Share"). On closing, the Company will issue 300,000
Post-Consolidated Shares of the Company in exchange for all of the issued and
outstanding common shares of Tamarine, thereby making Tamarine a wholly-owned
subsidiary of the Company (the "Share Exchange"). The Company has also agreed
to issue up to 2,700,000 additional Post-Consolidated Shares (the "Performance
Shares") of its common stock to the shareholders of Tamarine, if during any four
consecutive calendar quarters, Tamarine achieves any of the following:
i) 700,000 Post-Consolidated Shares upon generating gross revenues of
$8,000,000, not later than December 31, 1997;
ii) 1,000,000 Post-Consolidated Shares upon generating gross revenues of
$20,000,000, not later than December 31, 1999; and
iii) 1,000,000 Post-Consolidated Shares upon achieving $2,750,000 in net
profits, after tax, not later than December 31, 1999.
Closing of the Share Exchange is subject to a number of conditions including
regulatory acceptance, approval by the shareholders of the Company and
satisfactory results of due diligence investigations conducted by the Company
and Tamarine. There can be no assurance that the necessary approvals will be
obtained, in which case the Agreement may be amended. The Agreement
contemplates that Tamarine will acquire other businesses and/or companies using
shares of the Company's Common Stock.
In January 1996, the Company issued 1,250,000 shares, at an ascribed price of
$0.20 per share, as partial consideration of a proposed acquisition of Atlay Cat
Sales and Services Pty Ltd. Subsequent to the issuance of the shares, the
proposed acquisition was not completed and the shares were returned to the
Company and held in treasury.
During 1995, the Company loaned Tamarine $35,000 pursuant to the issuance of a
promissory note by Tamarine. The promissory note bears interest at a rate of
10% compounded semi-annually, payable at maturity. The principal and interest
is payable in full on December 31, 1997. 100,000 common shares of Tamarine have
been pledged as collateral. In addition, the Company has advanced Tamarine an
additional $113,912 through June 30, 1996.
RESTRUCTURING OF TUINA OWNERSHIP
Effective April 12, 1995, the Company and Mahogany agreed to a restructuring of
the ownership interest of the Tuina Project. In settlement of the Company's
outstanding debt to Mahogany of $797,481, as at March 28, 1995, the Company
reduced its ownership interest in Compania Minera Phoenix S.A. ("Phoenix") from
50% to 41%. The Company also agreed to terms by which the Company's remaining
interest in the Tuina Project will be impacted. Subsequently, Mahogany agreed
to sell its 59% interest in Phoenix to Yuma Gold Mines Limited ("Yuma"). The
sale to Yuma was extended on several occasions and the terms subsequently
revised (the "Mahogany-Yuma Agreement").
8
<PAGE>
By previous agreements entered into in 1995, on May 3, 1996 Yuma entered into a
revised agreement with the Company. In summary, the Company's remaining
interest in Phoenix will, subject to receipt of regulatory approvals and
completion of the Mahogany-Yuma Agreement, be impacted as follows:
i) Yuma will receive an additional 5% interest in Phoenix in exchange for
funded costs and the delivery of an independent bankable feasibility
study in respect of the Tuina Project;
ii) the Company would be required to sell a further 10% interest in Phoenix
to Yuma for an initial payment of $145,000, less deductions for
operating costs and the costs of securing the water rights for the Tuina
Project. In addition, Yuma is required to make two further payments to
the Company, due upon commencement of Tuina commercial production and
one year thereafter. These payments are to be calculated in relation to
the initial capital costs of the Tuina Project, from a high of $609,000
where the initial capital costs are less than $14,000,000 with
graduating payments decreasing as capital costs increase, and may be
made, at Yuma's election, in cash or shares of Yuma; and
iii) all participants will be responsible for contributing their share of
funding following completion and delivery of the Feasibility Study. The
failure of any participant to contribute its share of funding will
result in a dilution of that participant's interest in accordance with a
dilution formula. Once a participant's interest has been diluted to 10%,
then the ownership interest will convert to a 10% net profits interest.
Since April 13, 1995, Yuma has assumed all indebtedness of Phoenix, provided
funding for the preparation of the feasibility study, the costs of securing the
water rights for the Tuina Project and the ongoing costs of Phoenix. These
costs are partially recoverable by Yuma (the "Yuma Payments") from the Company
from the proceeds to be received from the sale of the 10% interest in Phoenix,
as noted in item (ii) above. Closing of the Mahogany-Yuma Agreement is subject
to regulatory approval and securing the water rights for the Tuina Project.
The Company and Mahogany have an agreement in principle to conduct the
activities of the Tuina Project on a joint venture basis. The Company expects
to enter into a definitive joint venture and operating agreement with Yuma after
closing of the Mahogany-Yuma Agreement.
The restructuring completed with Mahogany allows the Company to retain a
substantial interest in the Tuina Project while eliminating the most significant
debt of the Company.
This restructuring allows the Company to retain a substantial interest in the
Tuina project while eliminating the most significant debt of the Company as well
as providing an infusion of cash. The bankable feasibility study delivered to
the Company by Yuma was prepared by Union Minere (the "Union Minere Study"),
with additional information having been prepared by Krebs, Kilborn Engineering
and the operating company for the Tuina project. The Union Minere Study
outlined an increased mineable reserve of 4.53 million metric tonnes averaging
0.91% copper oxide and l.16% total copper in the San Jose and the San Martin
pits with an additional 600,000 metric tonnes of similar grade on the Santa Rosa
pit. The Union Minere Study concludes that the Tuina project has the ability to
produce 83.6 million pounds of copper over a seven year period which would
generate an estimated life of mine operating profit of $26 million based on
copper prices at $1.20. Subject to the closing of the purchase and the
associated financing, Yuma projects that the mine and SX-EW plant construction
will commence within four weeks with copper cathode production expected 12 to 15
months later. Barring any unforseen complications this will allow the Company to
seek project and equity financing.
The completion of project and equity financing and the start of production on
the Tuina project will result in operating cash flow and enhance the Company's
assets. While the Company expects that its agreement with Yuma will close,
there is no guarantee that it will. If the agreement with Yuma does not close
the Company will retain a 41% interest in the Tuina project and the Company will
be required to obtain alternate financing to fund its carrying costs of the
Tuina property and its general overhead costs.
9
<PAGE>
BOLIVIA - SAN SIMON GOLD PROJECT
The Company and Akiko Gold Resources Ltd. ("Akiko") finalized the acquisition of
properties in the San Simon gold project in northeastern Bolivia totalling 5,300
hectares on a 50/50 basis. The Company has a letter of understanding with
Minera American Barrick Bolivia S.A. ("Barrick") whereby Barrick will commence
work on a program starting in May which will include geologic mapping and
geochemical sampling. Upon completion of the program Barrick will furnish the
Company with all the results. The letter of understanding does not obligate any
of the parties to enter into negotiations concerning the properties and the
Company will not be responsible for any costs. In addition, the Company will
pursue its own work program on the properties with Akiko starting in June and
will include surveying of the property boundaries and geochem sampling in those
areas not covered by the Barrick program. The cost of this program is estimated
to be $110,000.
The Companies commenced a work program of soil and water sampling and will do a
variety of enzyme leach soil sampling in June. The Companies are also surveying
and confirming their claim boundaries. This work program is estimated to be
completed in August. In addition, Minera American Barrick Bolivia S.A. (a
subsidiary of Barrick Resources) has completed a 6 day work program on the
Companies' San Simon Project, at their cost, which included pan concentrate
sampling, colluvial soil sampling and enzyme leach soil sampling. These samples
will be fire assayed and a report is expected in early August.
RESULTS OF OPERATIONS
The Company incurred losses of $122,463 and $237,003 for the three and six month
periods ended June 30, 1996, compared to income of $261,576 and $48,391 for the
same periods in 1995. There was no revenue, no depreciation and amortization
charges and no costs of sales for the three and six month periods ending June
30, 1996. The Company does not anticipate any revenue over the next year from
current properties.
During the three and six month periods ended June 30, 1996, the Company incurred
$121,546 and $354,466 in general and administration expenses, compared to
$170,613 and $402,852 for the comparable periods in 1995. For the three and six
month periods ended June 30, 1996, the Company incurred exploration and property
carrying costs of $1,951 and $3,240, respectively, and for the same periods in
1995, incurred costs of $34,651 and $40,313. The reduced costs in 1996 are due
primarily to reduced activities and the funding of the maintenance costs in the
Tuina project by Yuma.
Effective April 12, 1995 the Company and Mahogany restructured the ownership
interest of the Tuina project. The Company exchanged a 9% interest in Phoenix
for the outstanding debt to Mahogany. The transaction resulted in the Company
recognizing a gain of $309,970. See Restructuring of Tuina Ownership.
At June 30, 1996 the Company had a working capital deficiency of $276,717, a
decrease of $12,189 from its working capital deficiency of $288,906 at December
31, 1995.
The Company reports a use of funds of $502,821 from operating activities for the
six month period ended June 30, 1996. This compares to a use of funds of
$412,411 for the comparable period in 1995.
During the six month period ended June 30, 1996, the Company was provided cash
of $223,288 from investment activities. The Company received net proceeds of
$338,576 from the sale of its marketable securities and $5,000 from the sale of
mineral properties and mining equipment. $6,376 was incurred on exploration
activities.
The Company raised $360,000 from the issuance of 3,155,556 common shares during
the six month period ended June 30, 1996. A further 550,000 common shares were
issued, at an ascribed value of $85,000, for finder's fee and services rendered.
10
<PAGE>
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
-----------------
See discussion contained in notes to condensed consolidated financial
statements under "Legal Proceedings" (Part I. Item 1).
ITEM 5. OTHER INFORMATION
-----------------
The registrant incorporates by reference the information contained in
the news release, a copy of which is filed as an exhibit to this
report.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------
(a) The following exhibits are filed with this report.
Regulation S-K Number Exhibit
--------------------- -------
20.1 News Release
27.1 Financial Data Schedule
(b) Reports on Form 8-K: none
11
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NORTH LILY MINING COMPANY
By:
----------------------------------------------------
Nick DeMare August 12, 1996
Chief Financial Officer and Chief Accounting Officer
12
<PAGE>
JUNE 4, 1996 NASDAQ: (NLMC)
NLMC PROGRESSES IN INDONESIA AND SOUTH AMERICA
North Lily Mining is finalizing arrangements for the acquisition of Tamarine
Ventures Ltd., a Vancouver-based company focussed on the South East Asian fast
ferry business. Tamarine has now signed a Memorandum of Understanding with an
Indonesian company to seek to acquire and operate ferry routes. It is intended
to license, finance and operate roll-on-roll-off truck ferries known as Ro-Ro's
in the first phase, and then to introduce modern, fast catamarans for passengers
and vehicles as a second stage.
Tamarine Chairman, John Twohig stated "This enterprise has the potential to be
an important fast ferry operation in one of the centers of South East Asia
growth. Indonesia is a nation wider than Canada and the U.S.A. with over 16,000
islands. Marine infrastructure is therefore a key growth industry in a country
which intends having a modern, fast and efficient marine transportation system.
With the project also anticipating terminal infrastructure requirements, its
proposed scope is prodigious and its growth potential is vast."
The acquisition of Tamarine Ventures by NLMC is now anticipated to be
consummated, subject to regulatory and stockholder approval, by end July. At
that time, the share capital of NLMC is to be consolidated by exchanging ten old
shares for one post consolidation share, and the name of the Company would be
changed to Tamarine/NLMC.
NLMC has been in the mining business for 70 years and continues its mining
division from its Denver headquarters. The Company historically produced gold,
silver, lead, zinc and copper in Tintic, Utah; gold in Saskatchewan, Canada; and
copper in Chile. It holds 12,000 acres of land 70 miles south of Salt Lake
City, 25% of which is leased for mining, but 75% of which is subject to real
estate appreciation as land is developed in the population corridor growing
south of Salt Lake City.
Speaking from Denver, NLMC President, Stephen Flechner said "Pursuit of the
fast-ferry business in Indonesia has led to gold exploration property
opportunities being preliminarily investigated in Indonesia." Meanwhile, Yuma
Gold (VSE) has announced that it is proceeding to acquire and develop the Tuina
copper mine project in northern Chile, subject to NLMC's 26% participating
interest. In Bolivia, Minera American Barrick Bolivia S.A. (subsidiary of
Barrick Resources) has commenced geologic reconnaissance at its own cost on the
Company's property in the San Simon greenstone belt near the Brazilian Shield.
NLMC is entitled to Barricks's results and is currently planning its own
sampling program; but neither party is obligated to negotiate any further
agreement. Eaglecrest Exploration (VSE) has commenced drilling on nearby gold
targets contained in quartz veins and stockworks, some of which geologically
appear to continue onto or repeat on the Company's properties.
Mr. Flechner noted that while management and the directors are pleased with
progress to date, no assurance can yet be given of successful completion of the
above endeavors and related financing.
Contact: Stephen Flechner or Gene Webb (303)-294-0427
Nigel Horsley, Tamarine (604)-687-7593
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 202,982
<SECURITIES> 51,615
<RECEIVABLES> 50,869
<ALLOWANCES> 0
<INVENTORY> 43,207
<CURRENT-ASSETS> 348,673
<PP&E> 6,193,415
<DEPRECIATION> 2,957,639
<TOTAL-ASSETS> 4,004,500
<CURRENT-LIABILITIES> 625,390
<BONDS> 505,000
0
0
<COMMON> 2,965,222
<OTHER-SE> (91,112)
<TOTAL-LIABILITY-AND-EQUITY> 4,004,500
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 122,463
<LOSS-PROVISION> (122,463)
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (122,463)
<INCOME-TAX> 0
<INCOME-CONTINUING> (122,463)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
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