FORM 10-K/A No.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE FISCAL YEAR ENDED NOVEMBER 30, 1996.
Commission file number 0-12132
SILVERADO MINES LTD.
(Exact name of registrant as specified in its charter)
British Columbia, Canada 98-0045034
(State or other jurisdiction of (IRS Employer ID 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)
Securities registered pursuant to section 12(b) of the Act:
None
Securities registered pursuant to section 12(g) of the Act:
Common Shares, no par value
(Title of Class)
The Company's Common Stock trades on the NASDAQ Small Cap Market under the
trading symbol GOLDF
(Name of each exchange on which registered)
Indicate by check mark 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 by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. |_|
The aggregate market value of voting stock held by non-affiliates on January 28,
1997 was $25,647,744.
The number of shares outstanding on January 28, 1997 was 58,556,493
Documents incorporated by Reference: None
Total number of pages, including cover page: 12
<PAGE>
Item 10. Directors and Executive Officers of the Registrant.
- ------------------------------------------------------------
(a)(b) Identification of Directors and Executive Officers. The executive
officers and directors of the Company are listed below. The directors of the
Company are elected to hold office until the next annual meeting of the
shareholders and until their respective successors have been elected and
qualified. Executive officers of the Company are elected by the Board of
Directors and hold office until their successors are elected and qualified.
The current executive officers and directors of the Company are:
Name Age Position
- ---- --- --------
Garry L. Anselmo, B.A. (1) 53 Chairman of the Board and Chief Operating
Officer since May 4, 1973; President and
Chief Executive Officer from May 1, 1979
to November 4, 1994, and from March 1,
1997 to present.
K. Maxwell Fleming, C.A. (1)(2) 60 Director since July 24, 1979
James F. Dixon (1)(2) 49 Director since May 6, 1988
- -------------
(1) Members of Silverado's Audit Committee
(2) Members of Silverado's Compensation Committee
(c) Significant Employees. Not applicable to reporting registrant.
(d) Family Relationships. There are no family relationships among any of the
Company's officers and/or directors.
(e) Business Experience of Directors and Executive Officers.
Mr. Anselmo is presently the Chairman of the Board of Directors, President,
and Chief Executive and Chief Financial Officer of Silverado and of its wholly
owned subsidiary, Silverado Mines (U.S.), Inc. He resumed his duties as
President, Chief Executive Officer, and Chief Financial Officer on March 1,
1997, after transferring those duties to J.P. Tangen from November 1, 1994,
until March 1, 1997. Prior to the arrival of Mr. Tangen, he held those duties
from May of 1973. Mr. Anselmo founded Tri-Con Mining Ltd., a private mining
service company, in 1968, and is currently a shareholder, Director, and
President of Tri-Con. He is also President and a Director of Tri-Con's United
States operating subsidiaries, Tri-Con Mining Inc. and Tri-Con Mining Alaska,
Inc. (formerly "Tri-Con Mining (Arizona) Inc.")
<PAGE>
Mr. Fleming is a Director of Silverado and a member of Silverado's Audit
Committee. He serves as a Director of Silverado Mines (U.S.), Inc., the wholly
owned subsidiary of Silverado. Mr. Fleming is a Chartered Accountant.
Mr. Dixon is a Director of the Company and its U.S. subsidiary. Mr. Dixon
holds a Bachelor of Commerce Degree and has been engaged in the practice of law
since 1973. He is a lawyer and a partner in the law firm of Shandro Dixon
Edgson, Barristers and Solicitors, of Vancouver, British Columbia.
(f) Involvement in Certain Legal Proceedings. During the past five years, no
director or executive officer of the Company has been involved in legal
proceedings of the nature required to be disclosed by this Item.
(g) Promoters and Control Persons. Not applicable to reporting registrant.
Compliance with Section 16 of the Securities Exchange Act. The Company's
executive officers and directors are required under Section 16 of the U.S.
Securities Exchange Act of 1934 to file reports of ownership and changes in
ownership with the U.S. Securities and Exchange Commission. Copies of those
reports must also be furnished to the Company. Based solely on a review of the
copies of reports furnished to the Company and written representations that no
other reports were required, the Company believes that during the fiscal year
ended November 30, 1996 each of its officers and directors timely complied with
all filing requirements, except that Messrs. Dixon and Fleming did not timely
file a Form 5 prior to January 14, 1997, as required to report their receipt of
stock options granted automatically on December 12, 1996 pursuant to the formula
provisions of the Directors' Stock Option Plan.
<PAGE>
Item 11. Executive Compensation.
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(a) (b) Summary Compensation Table
<TABLE>
<CAPTION>
Annual Long Term
Compensation Compensation Awards
------------ -------------------
Securities
Name and Underlying
Principal Position Year $ Salary ($) Bonus ($) Other ($) Options/SAR's (#) All Other ($)
- ------------------ ---- --- ---------- --------- --------- ----------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
J.P. Tangen 1996 Cdn $ 323,108
President, CEO & CFO 1995 US $ 91,244 $ 0 $ 0 200,000 $ 0
1995 Cdn $ 172,884
1994 $ 0 $ 0 $ 0 $ 0
Garry L. Anselmo (1) (3) 1996 Cdn $ 0 $ 0 $ 0 $ 0
Chairman, President, 1995 Cdn $ 0 $ 0 $ 0 1,000,000 $ 0
CEO & CFO 1994 Cdn $ 0 $ 0 $ 0 $ 0
- -----------------------------------------------------------------------------------------------------------
<FN>
(1) Mr. Tangen was elected to serve as the Company's President, CEO, and CFO
from November 1, 1994 until March 1, 1997. Those positions have otherwise
been held by Mr. Anselmo.
(2) Mr. Tangen's salary was specified as $10,000 per month (U.S.), or the
Canadian equivalent thereof, net of withholding and other taxes, resulting
in an annual salary equal to $120,000 (U.S.) plus taxes due on that net
amount. In 1995 Mr. Tangen received a portion of his salary in Canadian
dollars, and a portion in U.S. dollars, which in the aggregate summed to
the U.S. dollar equivalent of his contractual salary.
(3) Mr. Anselmo is employed and compensated by Tri-Con Mining Ltd., which
provides management and mining exploration and development services of the
Company. Tri-Con does not bill Silverado for Mr. Anselmo's time spent on
behalf of Silverado.
</FN>
</TABLE>
(c) (d) Option/SAR Grants and Exercises and Year End Values. During the fiscal
year ended November 30, 1996, no stock options were granted to or exercised by
any named executive officer. The following table shows the value of unexercised
options held at fiscal year-end by each named executive officer.
# Securities
Employee Underlying Exercise (Base) Expiration Present
Name Unexercised Options Price ($/share) Date Value
- ---------------------------------------------------------------------------
G.L. Anselmo 1,000,000 $0.88 Dec. 11, 2004 $0.00
J.P. Tangen 200,000 $0.88 Jun. 14, 1997 $0.00
<PAGE>
(e) (f) Long-Term Incentive Plans and Defined Benefit Plans. The Company does
not have any long-term incentive plan, pension plan, or similar compensatory
plan for its Executive Officers.
(g) Compensation of Directors. Directors of the Company receive no fees on an
annual or per meeting basis, but the Company has periodically granted to
directors Options to purchase Common Shares.
(h) Employment Contracts and Termination and Change in Control Arrangements. Mr.
J.P. Tangen was employed as the Company's President, CEO and CFO commencing
November 1, 1994, until March 1, 1997, pursuant to an employment contract
providing for a salary of $10,000 per month (U.S.), net of withholdings and
other taxes. Pursuant to this contract, Mr. Tangen will be entitled to receive a
termination payment equal to one year's salary as a result of his employment
being terminated for a reason other than his willful misconduct.
(i) Report on Repricing of Options/SAR's. During the fiscal year ended November
30, 1996, the company did not amend the terms of any stock options or SAR's
previously awarded to any of the named executive officers.
<PAGE>
Item 12. Security Ownership of Certain Beneficial Owners and Management.
- ------------------------------------------------------------------------
(a) (b) Security Ownership of Certain Beneficial Owners and Management.
The following table sets forth information as of January 28, 1997, as to
the beneficial ownership of shares of the Company's only outstanding class of
securities, its Common Stock: by each person or group who, to the knowledge of
the Company at that date, was a beneficial owner of 5% or more of the
outstanding shares of Common Stock; by all directors; by each executive officer
required to be named in the summary compensation table; and by all directors and
executive officers as a group. The table does not include information regarding
shares of Common Stock held in the names of certain depositories/clearing
agencies as nominee for various brokers and individuals.
Amount and Nature Percent of
of Beneficial Outstanding
Name/Address of Beneficial Owner Ownership Shares
- ------------------------------------ ------------------- -------------
Garry L. Anselmo 2,884,681 (1) 4.9
K. Maxwell Fleming 351,000 (2) 0.6
James F. Dixon 514,500 (3) 0.9
All Directors and Executive Officers as 3,750,181 6.4
a group (three persons)
J.P. Tangen 200,002 (4) 0.3
Tri-Con Group 1,884,614 (5) 3.2
Suite 505 - 1111 West Georgia Street
Vancouver, BC V6E 4M3
(1) Comprised of 1,557 shares owned by Tri-Con Mining Ltd., of which Garry
Anselmo owns 60%; of 1,883,057 shares held by Tri-Con Mining Inc., a
wholly owned subsidiary of Tri-Con Mining Ltd.; 1,000,000 in
exercisable stock options, and 67 shares held directly by Mr. Anselmo.
Mr. Anselmo disclaims beneficial ownership of the 1,883,057 shares
held by Tri-Con.
(2) Includes directors options for 350,000 shares.
(3) Includes directors options for 400,000 shares.
(4) Includes options of 200,000 shares, and 2 shares held directly by Mr.
Tangen. Pursuant to provisions of the plan, Mr. Tangen's options
automatically expire on June 14, 1997.
(5) Tri-Con Group holds all shares under note (1) save 1,000,000 in
exercisable options and 67 directly held shares of Mr. Anselmo.
Item 13. Certain Relationships and Related Transactions.
- --------------------------------------------------------
See "Executive Compensation" concerning the Company's relationship with the
Tri-Con Group.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Date: March 27, 1997 By: /s/ G. L. Anselmo
--------------------------------------
G. L. Anselmo, President, CEO, and CFO
<PAGE>
PART IV
ITEM 14
- -------
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) Financial Statements
(1) The following financial statements are included in Part II, Item 8 to this
report:
Auditors' Report
Comments by Auditors for U.S. Readers on Canada - U.S. Reporting Conflict
Consolidated Balance Sheets at November 30, 1996 and 1995
Consolidated Statements of Operations and Accumulated Deficit, years ended
November 30, 1996, 1995 and 1994
Consolidated Statements of Cash Flows, years ended November 30, 1996, 1995
and 1994
Consolidated Statements of Changes in Share Capital and Capital Surplus,
years ended November 30, 1996, 1995 and 1994
Notes to Consolidated Financial Statements
(2) Financial statement schedules:
No schedules are presented either because the required information is
disclosed elsewhere in the financial statements, or the schedules are not
applicable.
(3) Exhibits required to be filed are listed in Item 14(c).
(b) Reports on Form 8-K:
During the last quarter of the fiscal year covered by this report, no Form
8-K Current reports were filed by the Company.
(c) Exhibits
Consent of KPMG Peat Marwick Thorne.
(3) Articles of Incorporation and Bylaws
------------------------------------
(i)(a) Altered memorandum of Silverado, including increase in authorized capital
to 50,000,000 shares without par value is incorporated by reference to
Exhibit 3 to Silverado's 10-Q for the quarter ended May 31, 1993.
(ii)(a) Articles of Aalenian Resources Ltd. is incorporated by reference to
Exhibit 3(c) to Silverado's Registration Statement on Form 10, No. 0-12132,
filed May 11, 1984, as amended on Form 8, July 10, 1984.
(4) Instruments Defining Rights of Security Holders, Including Indentures
---------------------------------------------------------------------
(a) Specimen certificate representing shares of the capital stock of Silverado
is incorporated by reference to Exhibit 4(a) to Silverado's Report on Form
10, No. 0-12132, filed May 11, 1984, as amended on Form 8, filed July 10,
1984.
<PAGE>
(10) Material Contracts
------------------
(a) Operating Agreement between Silverado and Tri-Con Mining Ltd. is
incorporated by reference to Exhibit 10 (d)(2) to Silverado's Form 10-Q for
the quarter ended May 31, 1988.
(b) Management Compensatory Plan - Silverado Mines Ltd. 1994 Stock Option and
Bonus Plan. Incorporated by reference to Exhibit 10.4 to Silverado's
Registration Statement on Form S-3, File No. 33-76880.
(e) Property Option Agreements.
---------------------------
(i) Grant Mine Property
-------------------
(a) Agreement for Conditional Purchase and Sale of Mining Property -
Silverado/Burggraf (10/6/78) is incorporated by reference to Exhibit
10(e)(i)(a) to Silverado's Registration Statement on Form 10, No. 0-12132,
filed May 11, 1984, as amended on Form 8, filed July 10, 1984.
(d) Exploration and Mining Lease - Silverado Mines (U.S.), Inc./ Gilbert Dobbs
(11/6/84) is incorporated by reference to Exhibit 10(e)(f) to the
Registrant's Report on Form 10-K for the fiscal year ended November 30,
1984.
(ii) Range Minerals Property
-----------------------
(a) Agreement #1-Silverado/Taylor (8/30/80) is incorporated by reference to
Exhibit 10(e)(ii)(a) to Silverado's Registration Statement on Form 10,
0-12132, filed May 11, 1984, as amended on Form 8, filed July 10, 1984.
(b) Agreement #2 Silverado/Taylor (8/30/80) is incorporated by reference to
Exhibit 10(e)(ii)(b) to Silverado's Registration Statement on Form 10, No.
0-12132, filed May 11, 1984, as amended on Form 8, filed July 10, 1984.
(iii) St. Paul Barelka Property
-------------------------
(a) Equity Agreement - Silverado/Barelka/May/Thoennes (5/12/79) is incorporated
by reference to Exhibit 10(e)(iii)(a) to Silverado's Registration Statement
on Form 10, No. 0-12132, filed May 11, 1984, as amended on Form 8, filed
July 10, 1984.
(iv) Eagle Creek Property
--------------------
(a) Option Agreement - Taylor/O'Hara/Tan (7/9/76) is incorporated by reference
to Exhibit 10(e)(v)(a) to Silverado's Registration Statement on Form 10,
No. 0-12132, filed May 11, 1984, as amended on Form 8, filed July 10, 1984.
(b) Assignment of Option - Aalenian (now Silverado)/Tan (8/26/76) is
incorporated by reference to Exhibit 10(e)(v)(b) to Silverado's
Registration on Form 10, No. 0-12132, filed May 11, 1984, as amended on
Form 8, filed July 10, 1984.
(c) Assignment of Option - Can-Ex. (8/4/89) is incorporated by reference to
Exhibit 10(e)(v)(c) to Silverado's Report on Form 10-K, for the fiscal year
ended November 30, 1989.
(v) Thompson Pup Property
---------------------
(a) Option Agreement - Figlenski/Carlson/Silverado (6/9/81) is incorporated by
reference to Exhibit 0(e)(vi)(a) to Silverado's Registration Statement on
Form 10, No. 0-12132, filed May 11, 1984, as amended on Form 8, filed July
10, 1984.
(vi) French Peak Property
--------------------
(a) Amendment of Agreement - Silverado / Can-Ex (now Anselmo Holdings)(9/19/80)
is incorporated
<PAGE>
by reference to Exhibit 10(e)(ix)(d) to Silverado's Registration Statement
on Form 10, No. 0-12132 filed May 11, 1984, as amended on Form 8, filed
July 10, 1984.
(b) Amendment of Agreement (7/21/83) is incorporated by reference to Exhibit
10(e)(ix)(e) to Silverado's Registration Statement on Form 10, No. 0-12132,
filed May 11, 1984, as amended on Form 8, filed July 10, 1984.
(vii) Smith Creek Property
--------------------
(a) Purchase and Sales Agreement - Mickelson / Anderson / Silverado (08/20/93)
is incorporated by reference to Exhibit 10(vii)(a) to the Registrants
Report on Form 10-K for the fiscal year ended November 30, 1993.
(viii) Mary's Bench Property
---------------------
(a) Purchase and Sales Agreement - Dionne / Dionne / Deveny / Silverado
(09/21/93) is incorporated by reference to Exhibit 10(viii)(a) to the
Registrants Report on Form 10-K for the fiscal year ended November 30,
1993.
(ix) Marshall Dome Property
----------------------
Agreement for Purchase and Sale - Raymond Moore / "BJ" Hall / Silverado,
dated October 9, 1995 is incorporated herein by reference to Exhibit
(10)(ix) to the Registrants Report on Form 10-K for the fiscal year ended
November 30, 1995.
(x) Hammond Property
----------------
Lease of Mining Claims with Option to Purchase - Alaska Mining Company Inc.
("ALMINCO") / Silverado, dated February 3, 1995, is incorporated by
reference to Exhibit (10)(x) to the Registrants Report on Form 10-K for the
fiscal year ended November 30, 1995.
(11) Statement Re Computation of Per Share Earnings The computation of per share
net earnings/loss as described in Note 1(h) to the financial statements set
forth in Item 8 of this report is by this reference incorporated herein.
(21) Subsidiaries of Registrant
The information required in Exhibit 21 is set forth in Item 1(a) of this
report and by this reference incorporated herein.
(23) Consents of Experts and Counsel
(a) Consent of KPMG, formerly known as "KPMG Peat Marwick Thorne", previously
filed.
(b) Consent of KPMG, formerly known as "KPMG Peat Marwick Thorne" regarding
Form S-8, filed herewith.
EXHIBITS INDEX
SILVERADO MINES LTD.
Exhibits Filed with Report on Form 10-K
Fiscal year ended November 30, 1996
Exhibit (23) Consent of KPMG Peat Marwick Thorne
<PAGE>
KPMG
Chartered Accountants
Box 10426 777 Dunsmuir Street
Vancouver BC V7Y 1K3 Canada
Telephone (604)691-3000
Telefax (604)691-3031
http://www.kpmg.ca
INDEPENDENT AUDITOR'S CONSENT
The Board of Directors
Silverado Mines Ltd.
We consent to incorporation by reference in the Registration Statement on Form
S-8 (SEC File No. 33-78098) of Silverado Mines Ltd. of our report dated January
17, 1997 relating to the consolidated balance sheets of Silverado Mines Ltd. as
of November 30, 1996 and 1995, and the related consolidated statements of
operations and accumulated deficit, cash flows and changes in share capital and
capital surplus for each of the years in the three year period ended November
30, 1996, which report appears in the November 30, 1996 annual report on Form
10-K of Silverado Mines Ltd.
Our auditors' report relating to the financial statements referred to in the
preceding paragraph is supplemented by a report entitled "Comments By Auditors
For U.S. Readers On Canada-U.S. Reporting Conflict" that states that Canadian
reporting standards do not permit reference to uncertainties such as the
Company's ability to continue as a going concern and recover reported asset
amounts, as discussed in Note 1(a) to the consolidated financial statements,
when the uncertainties are adequately disclosed in the financial statements and
accompanying notes. Under United States reporting standards such uncertainties
would be described in the auditors' report in an explanatory paragraph following
the opinion paragraph.
/S/ KPMG
Vancouver, Canada
March 27, 1997
