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FORM 10-Q/A NO. 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTER ENDED February 28, 1997.
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
Commission file number 0-12132
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SILVERADO MINES LTD.
(Exact name of registrant as specified in its charter)
British Columbia, Canada 98 -0045034
(State or other jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
Suite 505, 1111 West Georgia Street
Vancouver, British Columbia, Canada V6E 4M3 (604) 689-1535
(Address of Principal Executive Offices) (Registrant's telephone number)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the SECURITIES AND EXCHANGE ACT OF 1934
during the preceding 12 months (or for a shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at April 7, 1997
(Common stock (npv)) 64,071,493
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SILVERADO MINES LTD.
CONSOLIDATED BALANCE SHEETS AS AT
EXPRESSED IN U.S. DOLLARS FEBRUARY 28 NOVEMBER 30
1997 1996
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Assets
Current Assets
Cash and cash equivalents $ 478,828 $ 1,925,469
Gold inventory (Note 2) 190,795 213,004
Accounts receivable 17,698 11,265
Prepaid expenses to related parties 610,971 479,959
Receivable from related parties 451,869 -
Deferred employment contract expense - 350,000
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1,750,161 2,979,697
Mineral Properties and Development
Claims and options 2,352,660 2,327,025
Deferred exploration and development expenditures 11,800,489 11,286,816
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14,153,149 13,613,841
Less accumulated amortization (1,384,338) (1,384,338)
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12,768,811 12,229,503
Building, Plant and Equipment 4,474,663 4,423,428
Less accumulated depreciation (1,036,285) (920,246)
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3,438,378 3,503,182
Deferred Financing Fees
(net of amortization of $96,338: 1996 - $87,038) 89,662 98,962
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$ 18,047,012 $18,811,344
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Liabilities and Shareholders' Equity
Current Liabilities
Accounts payable and accrued liabilities (Note 4) $ 248,013 $ 351,154
Loans payable secured by gold inventory - 66,511
Current portion of mineral claims payable 119,000 179,000
Capital lease obligations - current 56,414 64,939
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423,427 661,604
Long Term Liabilities
Capital lease obligations 92,214 92,214
Convertible debenture (Note 6) 2,000,000 2,000,000
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2,092,214 2,092,214
Shareholders' Equity
Share capital (Note 5)
Authorized: 75,000,000 common shares
Issued and outstanding:
February 28, 1997 - 59,071,493 shares 39,635,590 38,506,711
November 30, 1996 - 56,406,493 shares
Capital surplus - 46,352
Deficit (24,104,219) (22,495,537)
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15,531,371 16,057,526
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$ 18,047,012 $18,811,344
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See accompanying notes to consolidated financial statements
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SILVERADO MINES LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS
AND ACCUMULATED DEFICIT
EXPRESSED IN U.S. DOLLARS
THREE MONTHS ENDED
FEBRUARY 28 FEBRUARY 29
1997 1996
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Revenue from gold sales $ 57,902 $ 69,585
Less Mining and processing costs 22,914 47,684
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Income from Operations 34,988 21,901
Administrative Expenditures 572,980 347,799
Employment contract expense (Note 5d) 1,070,690 531,085
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Loss for the period (1,608,682) (856,983)
Accumulated deficit at beginning of period (22,495,537) (18,165,277)
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Accumulated deficit at end of period $(24,104,219) $(19,022,260)
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Loss per share $ (0.028) $ (0.02)
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See accompanying notes to consolidated financial statements
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SILVERADO MINES LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
EXPRESSED IN U.S. DOLLARS
<TABLE>
THREE MONTHS ENDED
FEBRUARY 28 FEBRUARY 29
1997 1996
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<S> <C> <C>
CASH PROVIDED BY (USED FOR):
Operations:
Loss for the period $(1,608,682) $(856,983)
Items not involving cash:
Employment contract expense 1,070,690 531,085
Depreciation 116,042 50,140
Amortization of deferred financing fees 9,300 9,300
Changes in non-cash operating working capital:
Increase in accounts receivable (6,433) (51,055)
Decrease in gold inventory 22,209 47,684
Decrease (increase) in prepaid expenses to
related parties (131,012) 40,515
Increase in receivable from related parties (451,869) -
Decrease in accounts payable and accrued liabilities (76,554) (124,210)
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(1,056,309) (353,524)
Financing:
Shares issued for cash 335,250 835,915
Increase in unsecured loan - 130,000
Decrease in loans payable secured by gold inventory (66,511) (10,087)
Decrease in payable to related parties - (252,174)
Decrease in mineral claims payable (60,000) -
Decrease in capital lease obligation (8,525) (36,521)
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200,214 667,133
Investments:
Mineral claims and options (25,635) (110,000)
Deferred exploration and development expenditures (513,673) (166,173)
Purchases of equipment (51,238) -
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(590,546) (276,173)
Increase (decrease) in cash and cash equivalents (1,446,641) 37,436
Cash and cash equivalents at beginning of year 1,925,469 155,849
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Cash and cash equivalents at end of the year $ 478,828 $ 193,285
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Supplemental cash flow information
Interest paid $ 80,000 $ 80,000
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See accompanying notes to consolidated financial statements
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SILVERADO MINES LTD.
notes to consolidated financial statements
(EXPRESSED IN U.S. DOLLARS) (UNAUDITED) FEBRUARY 28, 1997
BASIS OF PRESENTATION
The financial information at February 28, 1997 and for the three month
period ended February 28, 1997 included herein is unaudited; however, such
information reflects all adjustments (consisting solely of normal recurring
adjustments) which are, in the opinion of management, necessary for a fair
statement of results for the interim periods. These consolidated financial
statements are presented in accordance with generally accepted accounting
principles in the United States. The results of operations for the three
month period ended February 28, 1997 are not necessarily indicative of the
results to be expected for the full year.
INVENTORIES
Gold inventory is valued at the lower of weighted average cost or estimated
net realizable value.
DEFERRED PRODUCTION EXPENDITURES
Costs associated with waste removal and preparation for gold recovery are
deferred and charged to production on a unit of production basis.
ACCOUNTS PAYABLE
Accounts payable and accrued liabilities consists of:
FEBRUARY 28, NOVEMBER 30,
1997 1996
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ACCOUNTS PAYABLE 84,703 118,858
ACCRUED INTEREST 26,666 64,065
ACCRUED EMPLOYMENT CONTRACT EXPENSE (NOTE 5d) 71,644 98,231
ACCRUED RECLAMATION EXPENSES 65,000 70,000
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$ 248,013 $ 351,154
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SHARE CAPITAL
(a) COMMON SHARES. Authorized: 75,000,000 common shares, without par
value.
(b) DIRECTORS OPTIONS. The Company has reserved 3,475,000 shares for
issuance, exercisable until August 14, 2004, in accordance with the terms and
conditions of its December 12, 1994, Stock Option Plan; and 450,000 shares
for issuance, exercisable until June 1, 1997, in accordance with the terms
and conditions of its June 1, 1992, Stock Option Plan.
(c) WARRANTS. The Company has reserved a total of 1,200,000 shares for
issuance with respect to a warrant for 600,000 shares exercisable until March 6,
1998, and a warrant for 600,000 shares exercisable until September 6, 1999.
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SILVERADO MINES LTD.
notes to consolidated financial statements
(EXPRESSED IN U.S. DOLLARS) (UNAUDITED) FEBRUARY 28, 1997
(d) EMPLOYEE OPTIONS AND OTHER SHARE TRANSACTIONS. From time to time,
the Company issues options for the purchase of common shares to selected part
time independent contractors as sole compensation for employment contract
expense in accordance with the terms and conditions of its April 20, 1994,
Stock Option and Stock Bonus Plan. The Company accounts for compensation
arising from these options in accordance with APB 25. If the market price of
the Company's shares exceed the exercise price of the options at the date the
options are granted, then this excess is accrued and expensed as contracted
services over the term of the employment contracts, on a straight line basis.
When the options are exercised, share capital is credited based on the market
price at the date the options were granted.
The company has reserved 1,029,750 shares for issuance, exercisable until
October 21, 1998, in accordance with the terms and conditions of this plan. The
Company has also reserved 1,000,000 shares for issuance upon the potential
conversion of a convertible debenture.
CONVERTIBLE DEBENTURE
In July, 1994, the Company issued an 8% convertible callable debenture
which is unsecured and is due July 2, 1999, subject to prior redemption or
conversion. The debenture may be converted in whole or in part by the holder
into common shares of the Company at a Conversion Price of $2.00 U.S. per share
(the "Conversion Price"). In addition, the Company may require the holder to
convert the debenture at the Conversion Price, in whole or in part, if the
average market price of the Company's shares has exceeded 125% of the Conversion
Price for a period of 20 consecutive trading days. Financing fees paid related
to the debenture have been deferred are being amortized on a straight line basis
over the five year term of the debenture.
COMMITMENTS AND CONTINGENCIES
The Company has a lease agreement for office premises for a term of 10
years commencing April 1, 1994, with an approximate annual rate of $120,000
(Cdn.) including operating costs.
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MANAGEMENT DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following is management's discussion and analysis of certain factors
which have significantly affected the Company's financial position and
operating results during the period included in the accompanying condensed
consolidated financial statements.
THREE MONTHS 1997 V. 1996
Revenue during the first three months of 1997 is from continued sales of gold
from the Company's gold inventory. Current liabilities decreased from $661,604
to $423,427 due to the Company's continued reduction of its trade payables;
while current assets decreased from $2,979,697 to $1,750,161 as a function of
the Company's commitment of funds to its drilling and exploration programs on
its Fairbanks, Alaska, properties. Prepaid expenses represent contractual
payments to the Company's principal contractor to fund this exploration and
development work. The Company's remaining long term liabilities consist
primarily of a $2,000,000 convertible debenture.
LIQUIDITY AND CAPITAL RESOURCES AT FEBRUARY 28, 1997
At February 28, 1997, the Company's cash position was reduced to $478,828 as
it continued to fund active exploration and development programs on several
of its Fairbanks, Alaska, gold properties. During the quarter funds were
received from sales of gold inventory, and through the exercise of new and
outstanding options, and subsequent to the quarter, from shares issued in
accordance with Regulation "S" (see Item 5). Management believes that the
$1,227,280 raised by these subsequent issues restores the Company's liquidity
to its fiscal year-end level.
RESULTS OF OPERATIONS
(a) Ester Dome Gold Project
At Ester Dome, near Fairbanks, Alaska, the Company is continuing to define the
St. Paul ore zone through an active drilling and trenching program, and has
completed drilling on 20 exploration holes. The Company is presently seeking
additional capital in order to bring this project into production, though there
is no commitment for such capital at this time.
(b) CHATANIKA PROPERTY
This property was newly staked by the Company in late 1996 in response to aerial
and ground anomalies which it observed. The property consists of 774 mining
claims and 24 prospecting sites which the Company plans to explore and define in
1997.
(c) NOLAN GOLD PROJECT
At the Nolan Gold Project in northern Alaska, the Company continued limited
production in 1996 as it refocused its primary efforts on its Fairbanks
properties, but still plans to continue further development of both its placer
and lode deposits in 1997.
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As reported previously, the Company was successful in reducing its cash cost of
production (production cost exclusive of depreciation and amortization) at Nolan
to $292 per ounce. This reduction was attributable to the amortization of
initial start-up costs and the effect of cost cutting measures the Company
implemented as it became more knowledgeable of the site, and therefore, it
expects costs to stabilize at or near $292 per ounce upon the resumption of
production.
(d) HAMMOND PROPERTY
This property, located adjacent to the Company's Nolan Gold Project in northern
Alaska, has a history of gold production which the Company plans to further
explore and define in 1997 in conjunction with its activities on the Nolan Gold
Project.
OTHER INFORMATION
ITEM 4 None.
ITEM 5 OTHER INFORMATION. On February 28, 1997, the Company's President,
J.P. Tangen, relinquished his office to the Company's previous President, Garry
Anselmo, who assumed those duties on an unpaid basis. Mr. Tangen resigned as a
director on March 14, 1997.
On March 23, 1997, the Company entered into an agreement to issue 1,000,000 of
its common shares, at price of $0.31 per share, in an offshore placement
conducted under the provisions of Regulation "S". The shares will be sold for
cash with an 8% commission payable to the placement agent in cash or in shares
valued at the offering price. The offer was made by the offshore placement
agent to a limited number of investors who are not "U.S. persons".
On April 3, 1997, the Company entered into an agreement to issue 4,000,000 Units
of securities at a price of $0.252 per share, less a nine percent commission
payable to the Company's placement agent, in an offshore placement conducted
under the provisions of Regulation "S". Each Unit consists of one Common Share
and one-half of a Warrant. One Warrant is exercisable until April 4, 1999, to
purchase one Common Share at a price of $0.42. The securities were offered by
an offshore placement agent to a limited number of investors who are not "U.S.
persons".
ITEM 6 None.
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SILVERADO MINES LTD.
/s/ G.L. Anselmo
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G.L. Anselmo
President / CEO / CFO
