<PAGE> 1
THIS PAPER DOCUMENT IS BEING SUBMITTED PURSUANT TO RULE 901(d) OF REGULATION S-T
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1998.
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________________ to ___________________
Commission file number 0-31986 (82-689)
-------------------------------
GLAMIS GOLD LTD.
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C>
British Columbia, Canada None.
- ----------------------------------------------- --------------------------------
(Jurisdiction of incorporation or organization) (IRS Employer Identification No.)
</TABLE>
5190 Neil Road, Suite 310, Reno, Nevada, 89502
- --------------------------------------------------------------
(Address of Principal Executive Offices)
702-827-4600
------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 180 days. Yes [X] No [ ].
The number of shares outstanding of the Registrant's common stock, as of
November 4, 1998, was 38,810,612.
<PAGE> 2
GLAMIS GOLD LTD.
INDEX
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<CAPTION>
Page
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<S> <C>
Part I - Financial Information
Item 1. Financial Statements .......................................................... 1
Consolidated Balance Sheets as at September 30, 1998 and
December 31, 1997 ......................................................... 1
Consolidated Statements of Earnings for the three months and the nine
months ended September 30, 1998 and 1997 .................................. 2
Consolidated Statements of Retained Earnings for the three months and
the nine months ended September 30, 1998 and 1997 ......................... 2
Consolidated Statements of Changes in Financial Position for the three
months and the nine months ended September 30, 1998 and 1997 .............. 3
Notes to Interim Consolidated Financial Statements ........................ 4
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations ..................................................... 6
Part II - Other Information
Item 1. Legal Proceedings ............................................................. 13
Item 2. Changes in Securities ......................................................... 13
Item 3. Defaults Upon Senior Securities ............................................... 14
Item 4. Submission of Matters to a Vote of Security Holders ........................... 14
Item 5. Other Information ............................................................. 14
Item 6. Exhibits and Reports on Form 8-K .............................................. 14
Signatures ............................................................................ 15
Exhibit Index ......................................................................... 16
</TABLE>
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[Part I - Item 1]
CONSOLIDATED BALANCE SHEETS
(Expressed in thousands of U.S. dollars)
<TABLE>
<CAPTION>
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ASSETS SEPTEMBER 30, December 31,
1998 1997
<S> <C> <C>
- -----------------------------------------------------------------------------------------------------
Cash $ 29,992 $ 26,913
Other current assets (note 3) 9,901 14,024
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Current assets 39,893 40,937
Plant and equipment and mine development costs 58,549 58,074
Other assets 2,282 2,632
- -----------------------------------------------------------------------------------------------------
$ 100,724 $ 101,643
- -----------------------------------------------------------------------------------------------------
LIABILITIES
Current liabilities $ 3,090 $ 4,507
Long term liabilities 4,867 4,707
SHAREHOLDERS' EQUITY
Share capital (note 4):
Authorized:
200,000,000 common shares without par value
5,000,000 preferred shares, $10 par value, issuable
in Series
Issued and fully paid:
31,270,707 common shares (1997 - 31,222,707) 89,830 89,650
Contributed surplus 63 63
Cumulative translation adjustment (250) --
Retained earnings 3,124 2,716
- -----------------------------------------------------------------------------------------------------
92,767 92,429
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$ 100,724 $ 101,643
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</TABLE>
Prepared by Management without audit
Approved by the Directors:
[SIG] [SIG]
Director Director
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CONSOLIDATED STATEMENTS OF EARNINGS
(Expressed in thousands of U.S. dollars)
(Except per share amounts)
<TABLE>
<CAPTION>
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THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30,
1998 1997 1998 1997
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<S> <C> <C> <C> <C>
Revenue from gold production $ 8,244 $ 10,297 $ 25,388 $ 32,748
Cost of production 5,097 7,737 15,717 19,635
- --------------------------------------------------------------------------------------------------------------------
3,147 2,560 9,671 13,113
- --------------------------------------------------------------------------------------------------------------------
Expenses
Depreciation & depletion 2,164 2,710 6,694 8,549
Royalties 537 689 1,631 2,270
Selling, general & administrative 600 714 1,946 2,418
Exploration 28 4 35 905
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3,329 4,117 10,306 14,142
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Earnings from operations (182) (1,557) (635) (1,029)
Interest expense (36) 44 61 94
Other (income) expense (452) (453) (1,345) (955)
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Earnings before income taxes 306 (1,148) 649 (168)
Provision for income taxes 101 (239) 241 174
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Net earnings $ 205 $ (909) $ 408 $ (342)
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Earnings per share $ 0.00 $ (0.03) $ 0.01 $ (0.01)
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
CONSOLIDATED STATEMENTS OF RETAINED EARNINGS
(Expressed in thousands of U.S. dollars)
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30,
1998 1997 1998 1997
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Retained earnings, beginning of
period $ 2,919 $ 11,562 $ 2,716 $ 12,529
Net earnings 205 (909) 408 (342)
Dividends -- -- -- (1,534)
- --------------------------------------------------------------------------------------------------------------
Retained earnings, end of period $ 3,124 $ 10,653 $ 3,124 $ 10,653
- --------------------------------------------------------------------------------------------------------------
</TABLE>
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CONSOLIDATED STATEMENTS OF CHANGES IN FINANCIAL POSITION
(Expressed in thousands of U.S. dollars)
<TABLE>
<CAPTION>
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THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30,
1998 1997 1998 1997
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
OPERATING ACTIVITIES
Net earnings (loss) $ 205 $ 909) $ 408 $ (342)
Adjustment for items not affecting
working capital 2,310 2,952 7,030 9,011
Net changes in non-cash working
capital 676 (120) 2,706 1,840
- ---------------------------------------------------------------------------------------------------------------------
Net cash provided by operations 3,191 1,923 10,144 10,509
NET INVESTMENT ACTIVITIES (1,776) (1,257) (6,995) (8,119)
- ---------------------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
Stock issues 106 325 180 833
Cumulative translation adjustment (189) -- (250) --
Dividends paid -- -- -- (1,534)
- ---------------------------------------------------------------------------------------------------------------------
Net financing activities (83) 325 (70) (701)
- ---------------------------------------------------------------------------------------------------------------------
Increase (decrease) in cash 1,332 991 3,079 1,689
Cash, beginning of period 28,660 27,191 26,913 26,493
- ---------------------------------------------------------------------------------------------------------------------
Cash, end of period $ 29,992 $ 28,182 $ 29,992 $ 28,182
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</TABLE>
<PAGE> 6
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GLAMIS GOLD LTD.
Notes to Interim Consolidated Financial Statements
(tables expressed in thousands of United States Dollars)
September 30, 1998
1. GENERAL
In the opinion of management, the accompanying unaudited interim consolidated
balance sheets and consolidated statements of earnings, retained earnings and
changes in financial position contain all adjustments, consisting only of normal
recurring accruals, necessary to present fairly the financial position of Glamis
Gold Ltd. (the "Company") as of September 30, 1998 and December 31, 1997 and the
results of its operations and changes in its financial position for the nine
months ended September 30, 1998 and 1997. The results of operations for the nine
months ended September 30, 1998, are not necessarily indicative of the results
to be expected for the entire fiscal year.
The unaudited financial statements presented herein have been prepared in
accordance with the instructions to Form 10-Q and do not include all the
information and note disclosures required by generally accepted accounting
principles for annual financial statements. These financial statements should be
read in conjunction with the Company's audited consolidated financial statements
and related footnotes included in the Company's Form 10-K, as amended, for the
year ended December 31, 1997.
The financial statements are prepared in accordance with accounting principles
generally accepted in Canada which conform, in all material respects, with
accounting principles generally accepted in the United States, except as
described in note 5 hereof.
2. FOREIGN CURRENCY TRANSLATION
The Canadian and Mexican operations of the Company are considered
"self-sustaining" and its accounts are translated into U.S. dollars using the
current rate method under which assets and liabilities are translated at the
rate of exchange at the end of the period. Revenues and expenses are translated
at the average exchange rate for the period. Exchange gains and losses are
deferred and included as a separate component of shareholders equity.
3. OTHER CURRENT ASSETS
Included in other current assets are the following inventories:
<TABLE>
<CAPTION>
September 30, December 31,
1998 1997
------------- -------------
<S> <C> <C>
Finished goods $ 1,975 $ 3,403
Work-in-progress 6,543 8,256
Supplies and spare parts 447 560
------------- -------------
$ 8,965 $ 12,219
============= =============
</TABLE>
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4. SHARE CAPITAL
<TABLE>
<CAPTION>
Nine months Ended Nine months Ended
September 30, 1998 September 30, 1997
--------------------------------- ---------------------------------
Amount Amount
# of Shares (000) # of Shares (000)
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Issued and fully paid:
Balance beginning of period 31,222,707 $ 89,650 31,004,707 $ 88,296
Issued during the period:
For cash consideration under
the terms of
directors' and
employees' stock 23,000 74 88,000 508
options
Pursuant to agreement to
acquire remaining
40% interest in
La Cieneguita 25,000 106
------------- ------------- ------------- -------------
Balance end of period 31,270,707 $ 89,830 31,092,707 $ 88,804
------------- ------------- ------------- -------------
</TABLE>
5. DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES
Accounting in these interim consolidated financial statements under Canadian and
United States generally accepted accounting principles is substantially the same
except for accounting for income taxes and investments in equity securities.
However, these differences have no material effect on the amounts presented in
the financial statements as at December 31, 1997 or for the nine months ended
September 30, 1998 or 1997.
6. COMMITMENTS AND CONTINGENCIES
Uncertainty due to the Year 2000 Issue:
The Year 2000 Issue arises because many computerized systems use two digits
rather than four to identify a year. Date-sensitive systems may recognize the
year 2000 as 1900 or some other date, resulting in errors when information using
year 2000 dates is processed. In addition, similar problems may arise in some
systems which use certain dates in 1999 to represent something other than a
date. The effects of the Year 2000 Issue may be experienced before, on, or after
January 1, 2000, and, if not addressed, the impact on operations and financial
reporting may range from minor errors to significant systems failure which could
affect an entity's ability to conduct normal business operations. It is not
possible to be certain that all aspects of the Year 2000 Issue affecting the
entity, including those related to the efforts of customers, suppliers, or other
third parties, will be fully
<PAGE> 8
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resolved. The Company has been actively reviewing all of the computer systems
currently in use from the computer control module in it's haul trucks, loaders,
shovels, and drills to those used in mine planning and financial accounting and
feels that problems identified, if any, will not require significant resources
to correct.
ITEM 2 MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
SPECIAL NOTE CONCERNING FORWARD-LOOKING STATEMENTS
Except for the statements of historical fact contained herein, the information
presented constitutes "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Such forward-looking
statements, including but not limited to those with respect to the price of
gold, estimated future production, the Company's hedging policy and permitting
time lines, involve known and unknown risks, uncertainties, and other factors
which may cause the actual results, performance or achievements of the Company
to be materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Such factors include,
among others, the factual results of current exploration activities, conclusions
of feasibility studies now underway, changes in project parameters as plans
continue to be refined, future prices of gold, as well as those factors
discussed in the section entitled "Other Considerations" in the Company's Annual
Report on Form 10-K.
SUMMARY OF RESULTS OF OPERATIONS
The following information should be read in conjunction with the unaudited
interim consolidated financial statements and related notes included herein
which are prepared in accordance with generally accepted accounting principles
in Canada for interim financial information. In all material respects, they
conform with those principles generally accepted in the United States, except as
described in note 5 of Item 1.
Revenues from gold production were $8.2 million for the three-month period ended
September 30, 1998, a decline of 20% from the $10.3 million earned during the
same three month period of 1997. Revenue realized per ounce remained unchanged
from the same quarter of the prior fiscal year at $315 per ounce. The decline in
revenues resulted from a 20% decrease in gold production volume to 26,185 ounces
from 32,705 during the same quarter in 1997.
Revenues from gold production were $25.4 million for the nine-month period ended
September 30, 1998, a 23% decrease ($7.3 million) from the $32.7 million
reported for the nine-month period ended September 30, 1997. $5.6 million of the
<PAGE> 9
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decrease was attributed to a decline in production of 16,992 ounces and $1.7
million was due to a $21 decrease in revenue realized per ounce from $334 for
the nine months ended September 30, 1997 to $313 for the nine months ended
September 30, 1998.
Total gold production of 81,118 ounces for the nine-month period ended September
30, 1998 represents a decrease of 17% over the 98,110 ounces of gold produced
during the same nine-month period in the prior fiscal year. The decrease in
production during the current nine-month period was due to two factors. First,
the Picacho Mine produced 44% fewer ounces of gold in comparison to the prior
fiscal period as it prepares for closure. The last ore was mined in January of
this fiscal year. Gold production is expected to continue at a decreasing rate
through the last quarter of 1999. Second, the Rand Mine produced 8% fewer ounces
as compared to the nine months ended September 30, 1997. The decrease in
production at the Rand Mine was due primarily to a 6% planned decrease in tons
of ore mined from 1997 as cost containment measures (primarily staffing) were
implemented to offset the decline in the price of gold.
Cost of production decreased 34% to $5.1 million for the three-month period
ended September 30, 1998. The average cash cost declined 18%. Decreases in the
cost of production and average cash costs were experienced at both mines and are
explained in the discussion of individual operations.
Cost of production was $15.7 million in the nine-month period ended September
30, 1998. This was a 20% decrease from the 1997 cost of production of $19.6
million. The average cash cost of production in the current nine month period of
$194 per ounce was $6 per ounce less than the 1997 rate of $200 per ounce. The
cessation of mining at the Picacho Mine and cost containment measures
implemented at the Rand Mine in the current nine month period contributed to the
reduction in the average cash cost per ounce. Average cash cost reductions were
offset in part by the recognition of costs associated with the relief of leach
pad inventory at Picacho. The Company carries the costs of stacking ore as a
cost of inventory until such time as dore is produced. At that time, the cost of
the inventory is recognized. Currently, all production from Picacho is charged
to expense based on number of ounces produced.
The 20% reduction in depreciation, depletion, and royalty expenses was
attributable to the decrease in production.
The closure of the Vancouver office and the reduction in administrative staff
were the primary reasons for the 16% decrease in administrative expenses in the
three months ended September 30, 1998. Administrative expenses decreased 20%
over the nine month period.
<PAGE> 10
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Exploration costs increased somewhat in the three month period ended September
30, 1998 as compared to the same period in 1997, however, the total expenditures
were not material. The Company significantly reduced its exploration activity
during the nine-month period ended September 30, 1998 compared to 1997.
Net earnings for the three-month period ended September 30, 1998 of $0.2 million
($0.00 per share) increased $1.1 million from the of $0.9 million ($0.03 per
share) net loss recorded during the same period of the prior fiscal year. Net
earnings for the nine-month period ended September 30, 1998 were $0.4 million
($0.01 per share) compared with a net loss of $0.3 million ($ .01 per share) at
September 30, 1997.
On August 17, the Company entered into an agreement with Mar-West Resources Ltd.
("Mar-West") to acquire all of the issued and outstanding shares of Mar-West
pursuant to a Plan of Arrangement. The acquisition was approved by shareholders
and subsequently closed on October 19, 1998. Mar-West is an exploration company
holding in its portfolio 100 percent of the San Martin Gold Project located in
central Honduras as well as other mineral properties in Central America. It is
the Company's intent to conduct further analyses of the mineralization contained
in the San Martin property with a view, if economically feasible, toward
bringing the property into production within the next two years.
DISCUSSION OF INDIVIDUAL OPERATIONS
PICACHO MINE, IMPERIAL COUNTY, CALIFORNIA
The Picacho Mine is in its final phase of production prior to being shutdown.
For the three-month period ended September 30, 1998, gold production of 4,019
ounces was 51% lower than the 8,138 ounces of gold produced in the same
three-month period of the prior fiscal year. Gold production is expected to
continue at a decreasing rate through the last quarter of 1999.
The average cash cost per ounce of gold produced at the Picacho Mine for the
three-month period ended September 30, 1998 was $98 per ounce, compared to $180
for the three-month period ended September 30, 1997. The reduction in the cash
cost per ounce is a reflection of the cessation of mining and reduction in
staffing as the pad inventory is leached out. Total costs were $159 per ounce in
the current period as compared to $256 per ounce for the same period in the
prior fiscal year. Total costs saw a decrease of approximately $10 per ounce
this quarter when the estimate of inventory on the pad was determined to be
approximately 4,500 ounces greater than previously anticipated.
During the three-month period ended September 30, 1998, no ore was placed on the
heap leach pad compared with the 278,100 tons of ore grading 0.050 ounces of
<PAGE> 11
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gold per ton which were placed on the heap leach pad during the same three-month
period of the prior fiscal year. 90,600 tons of waste were mined during the
three-month period ended September 30, 1997, which produced a stripping ratio of
0.3 tons of waste to one ton of ore.
Production of 14,461 ounces of gold for the nine-month period ended September
30, 1998 was 11,571 ounces (44%) less than the 26,032 ounces produced in the
nine-month period ended September 30, 1997. The average per ounce cash cost of
gold production at Picacho Mine this period decreased 24% to $114 from 1997's
$149 per ounce. Total costs of production for the nine-month period ended
September 30, 1998 decreased 21% to $198 per ounce of gold. During the
nine-month period ended September 30, 1998, 73,100 tons of ore grading 0.035
ounces of gold per ton were mined compared with 904,700 tons of ore grading
0.048 ounces of gold per ton mined during the same period in 1997. 14,200 tons
of waste was mined during the nine months ended September 30, 1998, which
produced a stripping ratio of 0.2 tons of waste to one ton of ore. The stripping
ratio in the same period of the prior year was 0.47 tons of waste to one ton of
ore.
The Picacho Mine is expected to produce in excess of 16,000 ounces of gold for
the year ended December 31, 1998.
RAND MINE, KERN COUNTY, CALIFORNIA
Gold production was 21,740 ounces for the three-month period ended September 30,
1998, a 9% decrease from the 23,933 ounces of gold produced in the same
three-month period in the prior fiscal year. This was due in part to planned
production decreases as a result of cost containment programs implemented at the
mine associated with the decline in gold prices. Additionally, some of the space
on the leach pad was taken up by roads which prevented leaching of the ore under
the roads. This previously unavailable ore was put under leach in September and
recovery of the shortfall is anticipated to begin early in the fourth quarter.
The average cash cost per ounce of gold produced at the Rand Mine for the
three-month period ended September 30, 1998 decreased 18%, or $47, to $211
compared to the three-month period ended September 30, 1997. The total cost per
ounce of gold produced decreased 15%, or $52, to $291 in the current three-month
period compared with $343 for the same three-month period in the prior fiscal
year. The factors that contributed to this decrease were cost containment
measures, changes in reserve estimates, and changes in maintenance expense
estimates. Cost containment measures reduced labor costs by 24%, or $10 per
ounce, compared to the same period in 1997. 1997 was negatively impacted by the
change in anticipated operational waste stripping. The decline in gold prices
necessitated a decrease in planned mineable ore reserves which in turn reduced
<PAGE> 12
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planned operational stripping. Because of the uncertainty regarding gold prices,
the Company elected to reverse inventories of waste material which would
normally have been written off against future gold ounces produced. Last year's
write-off cost Rand approximately $30 per ounce. During the current quarter, an
adjustment was made to estimated maintenance costs. The Company accrues for
estimated maintenance on the mine's heavy equipment. It was determined during
the quarter that the Company was experiencing lower than anticipated costs due
to longer component lives and adjusted the accrual contributing $7 per ounce to
cash costs for the quarter ended September 30, 1998.
During the three-month period ended September 30, 1998, 1,990,200 tons of ore
grading 0.018 ounces of gold per ton were placed on the heap leach pad compared
with 2,182,200 tons of ore grading 0.014 ounces of gold per ton which were
placed on the heap leach pad during the same period in the prior fiscal year.
2,534,000 tons of waste were mined during the three-month period ended September
30, 1998, at a stripping ratio of 1.3 tons of waste to one ton of ore, unchanged
from 1997's stripping ratio. Total material mined decreased by 512,100 tons as
compared to the prior year as a result of reducing the number of mining crews
from 4 to 3.
Production of 65,141 ounces of gold for the nine-month period ended September
30, 1998 was 5,969 ounces (8%) fewer than the 71,110 ounces produced in the
nine-month period ended September 30, 1997. The Company planned a slight (6%)
decrease in production in 1998 as compared to 1997 due to cost containment
measures implemented in response to the drop in gold prices. These included
staff reductions, eliminating one shift, and going to a 6-day per week schedule
from a 7-day week.
The average per ounce cash cost of gold production at the Rand Mine for the
nine-month period ended September 30, 1998 was $211 per ounce compared to $218
per ounce for the nine-month period ended September 30, 1997. Total cost of
production was $293 per ounce of gold produced for the nine-month period ended
September 30, 1998 compared to $297 per ounce for the same nine-month period
during 1997.
Ore mined in 1998 was 665,100 tons greater at 5,858,100 tons than the 5,193,000
tons mined in 1997. The ore grade of .018 ounces of gold per ton remained
unchanged from the prior year. 7,742,400 tons of waste were mined during the
current nine-month period. This is 2.5 million tons less waste than produced the
prior year. The current year stripping ratio was 1.3 tons of waste to one ton of
ore compared to 1997's strip ratio of 2.4.
Pre-stripping has begun on the second phase of the Yellow Aster pit. It is
estimated that the strip ratio during the pre-stripping phase will average a
little over 2 tons of waste to one ton of ore from the current 1.3 to one. The
majority of
<PAGE> 13
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the ore stacked while Yellow Aster Phase II is being pre-stripped will come from
the Baltic and Lamont pits. The ore from these pits typically has lower recovery
rates than Yellow Aster ore, so the mine will see reduced production in the
first two quarters of 1999 but expects to regain lost production once ore is
encountered again in the Yellow Aster pit early in the third quarter.
It is expected that the Rand Mine will achieve its production target of
approximately 88,000 ounces of gold for the year ended December 31, 1998.
IMPERIAL PROJECT, IMPERIAL COUNTY, CALIFORNIA
The permitting process is continuing at the Imperial Project. The Company is
currently answering comments received during the review of the Draft
Environmental Impact Statement for inclusion in the Final Environmental Impact
Statement which is expected to be filed during November 1998. It is anticipated
that the Bureau of Land Management will issue a Record of Decision in the first
quarter of 1999 after which there is a 30 day appeal period. Assuming a timely
conclusion of the permitting process, first production from this project can
occur as early as mid-1999, however, commencement of production will depend on
acceptable project economics as noted below.
In prior periods, the Company had paid deposits totaling $7.2 million (92% of
the total cost of $7.8 million) on a P&H 4100A electric shovel, stored at the
supplier's site. Management continues to seek a suitable buyer for the shovel
but does not intend to sell the equipment at a loss. Major capital expenditures
for the Imperial Project have been postponed until all permits are received and
project economics reach a 15% rate of return (current evaluations show
approximately an 11% rate of return using a gold price of $300 per troy ounce).
CIENEGUITA PROJECT, CHIHUAHUA, MEXICO
During the three-month period ended September 30, 1998, the Company was credited
with 426 ounces of gold production (1,516 ounces of gold for the nine-month
period ended September 30, 1998) compared with 634 ounces of gold for the
three-month period ended September 30, 1997 (968 ounces of gold in the
nine-month period ended September 30, 1997).
During the current period the Company completed the purchase of the 40% interest
in this project held by our joint venture partner Aquiline Resources
("Aquiline") for $318,750 in cash, $106,250 by issuing 25,000 Glamis Common
shares at a price of US $4.25, and the cancellation of $307,611 due from
Aquiline to Glamis in respect of the Cieneguita Agreement and Cieneguita Joint
Venture.
It is expected that the Company will be credited with approximately 3,700 ounces
of gold produced from this project during the year ended December 31, 1998.
<PAGE> 14
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LIQUIDITY AND CAPITAL RESOURCES
The Company had working capital of $36.1 million at September 30, 1998 compared
to $36.4 million at December 31, 1997. The long-term liabilities consisting of
reserves for reclamation and deferred taxes totaled $4.9 million at September
30, 1998 compared with $4.7 million at December 31, 1997. Included in the
working capital at September 30, 1998 was cash of $30.0 million, while there was
$26.9 million in cash at December 31, 1997.
Pursuant to a Plan of Arrangement entered into during the quarter ended
September 30, 1998, the Company acquired all of the issued and outstanding
Mar-West shares on October 19, 1998. Pursuant to the closing, Glamis issued
approximately 7,539,900 common shares and paid $4,361,291 (CDN $6,710,711) in
cash. The Company funded the cash portion of the offer using cash on hand. At
October 19, 1998, Mar-West Resources had $3.0 million (CDN $4.7 million) in cash
and cash equivalents.
Approximately 45% of the Company's capital expenditures during the three months
ended September 30, 1998 were for the Rand leach pad expansion. At the nine
months ended September 30, 1998, $4.5 million was spent on the pad. The
expansion was substantially complete at September 30. Another 42% ($0.4 million)
of the Company's capital expenditures were for permitting activities at the
Imperial Project. $1.0 million has been spent in 1998 in connection with the
advancement of the Imperial Project.
During the remainder of 1998, the permitting and construction of the Imperial
Project will require approximately $0.2 million.
The Company believes that estimated cashflow from operations will be more than
sufficient to fund anticipated capital expenditures through December 31, 1999,
excluding the Imperial Project. Additional funding, estimated currently to be
approximately $20.0 million, will be required to bring Imperial into production
when project economics are acceptable. The Company expects that it may require
additional capital in the future to fund the Imperial or other projects. The
Company anticipates funding such activities from a combination of sources
including equipment leasing, project financing, and other financing
arrangements. In addition, the Company may issue debt or equity securities in
the future if it determines that additional cash resources could be obtained
under favorable financial market conditions. No assurance can be given that
additional funding will be available or, if available, on terms acceptable to
the Company. If adequate capital is unavailable, the Company may have to delay
the Imperial project until sources of capital become available.
HEDGING
The Company's current policy adopted during the first quarter of 1998 allows
management to hedge as needed up to 60% of planned production over the next five
years. As at September 30, 1998, the Company had call option contracts
outstanding for 47,000 ounces of gold at prices ranging from $298 to $320 per
ounce exercisable at various dates through January 27, 1999. The Company also
entered into spot deferred sales contracts at various times during the quarter
for a total of 13,957 ounces of gold averaging a price of $297 per ounce of gold
deliverable at various value dates through November 1998.
YEAR 2000
<PAGE> 15
-13-
The Company has been actively reviewing all of the computer systems currently in
use from the computer control module in its haul trucks, loaders, shovels, and
drills to those used for financial and cost accounting as well as those used for
mine planning. The review has not yet identified any systems which will be
affected by the year 2000 risks. The Company feels that problems identified, if
any, as this review is completed in the coming year will not require significant
resources to correct.
PART II - OTHER INFORMATION
ITEM 1 LEGAL PROCEEDINGS: None
ITEM 2 CHANGES IN SECURITIES:
ISSUANCES OF UNREGISTERED SECURITIES
(a) On July 16, 1998, the Company completed the purchase of the 40% interest in
the Cieneguita Joint Venture held by Aquiline pursuant to an agreement between
the Company and Aquiline made as of May 12, 1998, together with all of the
technical and financial and other data which Aquiline had in respect of the
Cieneguita Joint Venture. The purchase price paid by the Company was US
$732,611, paid as follows: US $318,750 in cash, US $106,250 by the issuance of
25,000 Common shares of the Company at US $4.25, US $307,611 by the
cancellation of all amounts owing by Aquiline to the Company in respect of the
Cieneguita Joint Venture and the mineral properties related thereto.
The shares were issued to Aquiline in Canada pursuant to a transaction in
compliance with Regulation S of the Securities Act of 1933, as amended (the
"Securities Act").
(b) On October 19, 1998, the Company completed the acquisition of 100% of the
issued and outstanding common shares of Mar-West. The consideration for the
acquisition was the issuance of 7,539,906 common shares of the Company (the
"Shares") and the payment of US $4,361,291 (CDN $6,710,724) in cash to the
shareholders of Mar-West. The cash portion of the consideration paid came from
the Company's working capital. As part of the acquisition, share purchase
options in respect of 1,067,000 common shares of Mar-West were canceled and
replaced with share purchase options (the "Replacement Options") providing for
the acquisition of 533,500 common shares of the Company.
The acquisition was carried out through an arrangement pursuant to section 252
of the Company Act (British Columbia) (the "Arrangement"). Under the
Arrangement, shareholders of Mar-West were entitled to receive in exchange for
each common share of Mar-West held, either: (a) 0.5 of a Share (the "All Share
Consideration"); or (b) 0.4 of a Share and CDN $0.48 (the
<PAGE> 16
-14-
"Cash/Share Consideration"). Each holder of common shares of Mar-West was deemed
to elect to receive the All Share Consideration unless they made a proper
election to receive the Cash/Share Consideration. No fractional Shares were
issued under the Acquisition. A holder of common shares of Mar-West who was
entitled to receive a fractional Share received cash in lieu thereof based on a
whole share being valued at CDN $4.80.
The Shares and Replacement Options were not registered under the Securities
Act in reliance upon the exemption from the registration requirements of the
Securities Act provided by Section 3(a)(10) thereof.
ITEM 3 DEFAULTS UPON SENIOR SECURITIES: None
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS: None during the
quarter.
ITEM 5 OTHER INFORMATION: None
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K:
(a) Exhibits
<TABLE>
<CAPTION>
Exhibit No. Exhibit Description
- ----------- -------------------
<S> <C>
27 Financial Data Schedule
</TABLE>
(b) Reports on Form 8-K:
On July 21, 1998, the Company filed a Current Report on Form 8-K with respect
to the Aquiline transaction.
On August 21, 1998, the Company filed a Current Report on Form 8-K filed with
respect to the acquisition of Mar-West.
On October 27, 1998, the Company filed a Current Report on Form 8-K with
respect to the acquisition of Mar-West.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
<PAGE> 17
-15-
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
GLAMIS GOLD LTD.
(Registrant)
November 5, 1998
/s/ DANIEL J. FORBUSH
----------------------------------------------
DANIEL J. FORBUSH
Chief Financial Officer, Treasurer & Secretary
(Principal Accounting and Financial Officer)
<PAGE> 18
-16-
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Page No.
- ----------- ----------- --------
<S> <C> <C>
27 Financial Data Schedule 21
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM GLAMIS
GOLD LTD. CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTH PERIOD ENDED
SEPTEMBER 30, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH 10-Q.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> SEP-30-1998
<CASH> 26,913
<SECURITIES> 0
<RECEIVABLES> 723
<ALLOWANCES> 0
<INVENTORY> 8,966
<CURRENT-ASSETS> 39,892
<PP&E> 69,401
<DEPRECIATION> 35,344
<TOTAL-ASSETS> 100,724
<CURRENT-LIABILITIES> 3,091
<BONDS> 0
0
0
<COMMON> 89,830
<OTHER-SE> 2,935
<TOTAL-LIABILITY-AND-EQUITY> 100,724
<SALES> 25,388
<TOTAL-REVENUES> 25,388
<CGS> 15,716
<TOTAL-COSTS> 15,716
<OTHER-EXPENSES> 10,307
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 61
<INCOME-PRETAX> 649
<INCOME-TAX> 241
<INCOME-CONTINUING> 407
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 407
<EPS-PRIMARY> 0.01
<EPS-DILUTED> 0.01
</TABLE>
