SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
(Mark One)
[ X ] Annual report pursuant to section 13 or 15(d) of the
Securities Exchange Act of 1934 [Fee Required] for the
fiscal year ended:
SEPTEMBER 30, 1995
OR
[ ] Transition report pursuant to section 13 or 15(d) of the
Securities Exchange Act of 1934 [No Fee Required] for the
transition period from ____ to ____
Commission file number: 0-17048
CENTURION MINES CORPORATION
(Exact name of registrant as specified in its charter)
Utah 87-0429204
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
331 South Rio Grande Street,
Suite 201, Salt Lake City, Utah 84101
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (801) 534-1120
Securities registered pursuant to Section 12(b) of the Act:
(Title of each class) (Name of each exchange on which registered)
None Not Applicable
Securities registered pursuant to Section 12(g) of the Act:
Common Stock,$0.01 par value
(Title of class)
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 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 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 the voting stock held by non-affiliates
of the registrant was approximately $32,918,000 based upon the average
of bid and ask prices ($1.74) on January 9, 1996.
There were 24,064,071 shares of common stock ($.01 par value)
outstanding on January 9, 1996.
Page 1 of ___ Consecutively Numbered Pages.
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TABLE OF CONTENTS
PAGE
ITEM NUMBER AND CAPTION NO.
PART I
Item 1. Business . . . . . . . . . . . . . . . . . . . . . . . . . . .3
Item 2. Properties . . . . . . . . . . . . . . . . . . . . . . . . . .9
Item 3. Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . 16
Item 4. Submission of Matters to a Vote of Security Holders. . . . . 16
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters. . . . . . . . . . . . . . . . . . . . . 16
Item 6. Selected Financial Data. . . . . . . . . . . . . . . . . . . 17
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operation . . . . . . . . . . . . . . . . . . 18
Item 8. Financial Statements and Supplementary Data. . . . . . . . . 28
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure . . . . . . . . . . . . . . . . . . 28
PART III
Item 10. Directors and Executive Officers of the Company. . . . . . . 29
Item 11. Executive Compensation . . . . . . . . . . . . . . . . . . . 32
Item 12. Security Ownership of Certain Beneficial Owners and
Management . . . . . . . . . . . . . . . . . . . . . . . . . 40
Item 13. Certain Relationships and Related Transactions . . . . . . . 42
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . 47
PAGE
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PART I
ITEM 1. BUSINESS
BACKGROUND
General. Centurion Mines Corporation, including its subsidiaries
('Centurion' or the 'Company') is a U.S. mineral resource company
actively engaged in the acquisition and exploration of mineral
properties containing gold, silver, copper, and other mineralization.
In addition to its activities for its own account, Centurion conducts
business through its subsidiaries. The Company operates its business
as a 'junior' natural resource company, meaning that it intends to
receive income from property sales, joint ventures or other business
arrangements with larger companies, as well as, if warranted,
developing and placing its own properties into production. The
Company controls considerable mining and mineral exploration
properties through leases, options, and mining claims in the State of
Utah, and holds production royalties on additional mineral property in
Utah. These properties lie in four geographical regions: (1) the
Oquirrh Mountain Range (also referred to as the 'Utah Gold Belt'),
about 15 miles southwest of Salt Lake City, Utah; (2) the Tintic
Mining District, about 70 miles southwest of Salt Lake City, Utah;
(3) Kings Canyon/Southwestern Utah, about 70 miles west of Delta,
Utah; and (4) the Milford/Beaver area, about 20 miles southwest of
Milford, Utah; and (5) other areas of Utah.
Current Developments. Centurion expects to complete the
negotiation of an important joint venture with a major mining company,
in the near term, and possibly other related ventures within the
current fiscal year. In addition, Centurion's affiliated company,
Royal Silver Mines, Inc., acquired approximately 81 percent control of
Fausett International, a major underground mining contractor. This is
significant because Royal and Fausett International have agreed to
bring the Mammoth ore body into early production. That ore body, on
the Centurion owned and controlled Mammoth property is now in a phase
of readiness, following the extensive preliminary development work
that the Company has invested on that ore body. Centurion and Mammoth
obtained all the necessary MSHA mining permits and invested more than
$200,000 developing the shaft pillar, the Mammoth surface copper zone,
and the Opohongo and Ajax Mines immediately south of the Mammoth Mine.
Centurion has projected operating income in an amount of approximately
$75 per ton to be realizable from this project for a period of at
least two years. The disclosure in Item 2 below, concerning
Properties provides more detail about this commitment and about other
current developments, such as the Company's plans for production at
the OK Copper Mine, and the Company's gold exploration programs at
Kings Canyon and at the Blue Mountain Project.
History. Centurion's predecessor was formed in 1979 as the Tintic
Joint Venture partnership and subsequently was incorporated in 1984.
Centurion was accepted as a 'Small Cap Company' for listing on the
National Association of Securities Dealers Automated Quotations System
(NASDAQ) in November 1988 (symbol: CTMC). Since its incorporation,
the Company has developed into an experienced exploration and mining
property development company, and has held joint ventures and
exploration contracts with a number of major mining companies. From
its office in Salt Lake City, Utah, Centurion has carried out
exploration activities throughout Utah and previously in portions of
the State of Washington.
There can be no assurance that a commercially mineable ore body exists
in any of the Company's mining properties until further geologic,
drilling, and other work is performed and economic feasibility studies
based on field results are conducted.
GENERAL DEVELOPMENT
Strategy. The Company's corporate strategy from its beginning has
been directed toward the acquisition of land positions for exploration
and development in established mining districts that have had large
and profitable production histories. This approach is referred to in
the mining industry as 'headframe geology,' which is defined as
concentrating efforts near previously known, profitable ore deposits.
The Company explores and develops mineral resources in conjunction
with other larger and better financed companies. The Company expects
in this way to achieve a major increase in the value of its assets and
to obtain production income with minimum risk of its own funds for
development expenditures and capital investment in production
facilities. Centurion's management believes that control of land and
mineral rights is the key ingredient for financial success in the
exploration and development phases of the mining business.
Business Plan. During fiscal 1995 and continuing through fiscal
1996, the Company has concentrated and will focus its main exploration
efforts in the Southwestern Utah properties, the Tintic Mining
District and to a lesser extent the Oquirrh Mountains (Utah Gold Belt)
of Central Utah because of the past history of metal production and
the Company's increased experience in these areas. The Company has
held many of the Tintic mining properties since 1979. The Company's
more recent project involves properties in the Milford area of Utah.
The Company has been and continues to be active in the exploration of
properties in those areas. The Company also has compiled an extensive
library on properties in such areas, consisting of geological reports,
historical data and maps. At the same time, the Company remains alert
for other opportunities in the western United States. The Company has
no current intention of extending its operations outside the United
States.
The Company has been able to acquire or control additional mining
properties and improve the value of the properties by performing
exploration. Specifically, the Company acquires properties through
purchase or lease. The Company then explores the properties using
geological, geochemical and geophysical techniques. In addition, the
Company utilizes drilling programs to support previous testing. Once
the Company has identified potential mineralization, it then enters
into joint venture arrangements, or sales with a retained royalty, to
bring the property into production. In some instances, the Company
has chosen to sell these upgraded properties to other mining companies
while maintaining a production royalty interest. This ability to
acquire, improve, and sell properties has provided the Company with a
revenue source, has improved the Company's cash flow, and has become
an important part of the Company's business activities.
Government Regulation and Environmental Concerns. The Company must
comply with extensive federal, state and local laws and regulations
governing the mining industry and the protection of the environment.
These laws have jurisdiction over land, mineral rights and/or the
surface under which activities are proposed. In general,
administrative, compliance and environmental regulations at the
federal, state and local level pertaining to the Company's business
and properties include: 1) Surface Impact, 2) Water Acquisition, 3)
Site Access, 4) Reclamation, 5) Wildlife Preservation, 6) Licenses and
Permits, and 7) Maintaining the Fees for unpatented mining claims.
Environmental regulations have had limited impact on the Company
through the end of fiscal 1995 because its primary business is
exploring and developing mining properties, not operating them.
Hence, the Company's expenditures to date for required environmental
compliance have been limited and not material. During the fiscal
years ended September 30, 1995, 1994, 1993, and 1992, Centurion
expended a total of approximately $72,000 complying with the above
requirements. The Company currently is unaware of any properties in
its control that would require material expenditures outside the
normal range of operations. Subsequent to the end of fiscal 1995, the
Company completed the preliminary work necessary to initiate the next
phase of mining operations at the Mammoth Mine in the Tintic Mining
District and properties under negotiation in Southwestern Utah.
Consequently, as the Company becomes more active within its
properties, it is reasonable to expect that compliance with
environmental regulations will substantially increase costs to the
Company. Such compliance may include feasibility studies on the
surface impact of the Company's proposed operations, costs associated
with minimizing surface impact, water treatment and protection,
reclamation activities including rehabilitation of various sites, and
on-going efforts at alleviating the mining impact on wildlife.
Moreover, permits or bonds have been and may continue to be required
to ensure the Company's compliance with applicable regulations.
Future costs of compliance may depend upon the extent and type of
exploration and testing required. There is no assurance that the
Company will be able to comply with requirements imposed on future
development, or that the Company will be able to economically operate
or even develop operating mines under such regulations. Therefore,
management is not able to estimate those amounts at this time.
In 1992, the U.S. Congress passed a number of amendments to the
General Mining Law of 1872, as amended (the 'General Mining Law'),
which governs mining claims and related activities on federal lands.
An annual holding fee of $100 per claim was imposed, in addition to an
annual filing fee of $35, upon unpatented mining claims located on
federal lands. Since 1992, a variety of legislation has been proposed
to further amend the General Mining Law. The proposed legislation may
significantly impact royalty, bonding requirements, and generally the
exploration, development, and mining of mineral deposits situated on
land owned by the U.S. government. Although such legislative
proposals have not been passed, the likelihood or extent of subsequent
enactments is not presently known and the potential impact on the
Company as a result of congressional action is difficult to predict.
No assurance can be given that the proposed changes and new standards
that may be imposed by federal, state and local authorities will not
have materially adverse effects on the Company's activities.
The Company is committed to complying with the various federal, state
and local regulations and, to its knowledge, was in compliance during
fiscal 1995.
GENERAL
Competition. The mining industry is very competitive. Mining
companies compete to obtain favorable mining properties and to
evaluate exploration prospects for drilling, exploration, development,
and mining. There is no assurance that this competition, although
customary in the industry, will not result in delays, increased costs,
or other types of negative consequences affecting the Company.
Risk. There is considerable risk in any mining venture, and there
can be no assurance that the Company's operations will be successful
or profitable. The Company has incurred a deficit of $8,994,025 from
inception to September 30, 1995. Exploration for commercially
mineable ore deposits is highly speculative and involves risks greater
than those involved in the discovery of mineralization. Mining
companies use the evaluation work of professional geologists,
geochemists, geophysicists and engineers in determining whether to
acquire an interest in a specific property, or whether or not to
commence exploration or developmental work. These professional
evaluations are not always scientifically exact, and in some instances
result in the expenditure of substantial amounts of money on a
property before it is possible to make a final determination as to
whether or not the property contains economically mineable ore bodies.
The economic viability of a property cannot be finally determined
until extensive exploration and development work plus a detailed
economic feasibility study has been performed. Also, the market
prices for metals produced are subject to fluctuation and uncertainty,
which may negatively affect the economic viability of properties on
which expenditures have been made.
Patents, Trademarks, Licenses, Franchises. The Company does not own
any patents, trademarks, licenses, franchises or concessions except
mineral interests granted by governmental authorities and private land
owners.
Seasonability. The Company's business is generally not seasonal in
nature except to the extent that weather conditions at certain times
of the year may affect the Company's access to some of its properties
at higher elevations.
Number of Employees. The Company currently contracts with
Centurion Exploration, Incorporated, for the services of eight full
time employees. Of these, five are administrative and three are
engaged in computer data processing and computer graphics. The
Company also has contract arrangements with management, geological,
land, and legal consultants. As of the date of this filing, the
Company has twelve such consulting arrangements. The Company may also
contract with additional consultants from time to time, as required by
its operations. Consultants are treated as independent contractors.
(See 'Certain Relationships and Related Transactions,' below.)
Private Placements. During fiscal 1994, the Company issued 900,000
shares in private placements and Regulation S offerings and issued
210,000 shares upon the exercise of stock options, at prices ranging
from $1.07 to $1.62 per share for a total of $1,567,000. In the event
that amendments are made to certain Regulation S registration
provisions relating to a 40-day period during which securities cannot
come back to U.S. persons, the Company has granted, at its expense,
certain registration rights.
SUBSIDIARIES AND RELATED COMPANIES
Mammoth Mining Company and its Subsidiary, The Gold Chain Mining
Company. In May of 1994, Centurion acquired control of approximately
58.6 percent of Mammoth Mining Company, which itself controlled
approximately 53 percent of The Gold Chain Mining Company, a Mammoth
subsidiary. In the following months, Centurion purchased additional
shares of Mammoth and Mammoth purchased additional shares of Gold
Chain common stock from their respective shareholders. As of
September 30, 1995, Centurion controls approximately 81.8 percent of
Mammoth and Mammoth controls approximately 61.1 percent of Gold Chain,
representing a $1,660,869 investment in Mammoth and a $30,008
investment in Gold Chain. Mammoth has land and lease ownership in the
Tintic Mining District, including the Mammoth Mine.
Dotson Exploration Company. On February 9, 1994, Centurion entered
into an agreement to purchase 41,000 shares of Dotson Exploration
Company ('DEC'), from Mark Dotson ('Dotson'), the sole shareholder,
for $350,000. These shares gave Centurion 51 percent ownership of
DEC. That agreement also permitted Centurion to acquire newly-issued
shares by converting dollars spent on the development of DEC
properties and leases, at a rate of $12 per share and to purchase
outstanding shares. On January 12, 1995, Centurion acquired 100
percent of DEC. DEC has land and lease ownership in the Milford Area
Projects, Beaver County, Utah. Exploration activities by Centurion on
these properties have indicated that there appears to be favorable
mineralization, primarily copper.
Tintic Coalition Mines Corporation. Tintic Coalition is a Utah
corporation, incorporated April 27, 1993, by Centurion for the purpose
of acquiring control of the land and royalty rights to 680 acres of
mining claims in the Tintic Mining District from Tintic Mountain
Mining Company and its subsidiary Tintic Precious Metals, Inc. Tintic
Coalition acquired 100 percent ownership of the land and royalty
rights to the mining claims by issuing 1,000,000 of its shares to
Tintic Precious, and issuing and conveying 4,510,000 shares to
Centurion, 3,996,450 of which were in exchange for Centurion's
purchase from Tintic Mountain Mining of the royalty rights and
approximately 25.5 million Tintic Precious shares. Centurion acquired
control of land and royalty rights to the 680 acres for approximately
$26,700 in cash and 25,000 shares of Centurion's common stock (valued
at the then market price of $1.00 a share, or $25,000).
Centurion Exploration Incorporated. Centurion Exploration is a Utah
corporation incorporated on July 15, 1993 as a wholly owned subsidiary
of Centurion for the business purpose of participating in the
Kennecott Joint Venture on behalf of Centurion with respect to the
exploration and development of certain Centurion-controlled acres in
the Tintic Mining District. On July 30, 1994, Kennecott Exploration
withdrew from the joint venture. (See 'Kennecott Joint Venture' and
'Main Tintic District South Project,'below.) Centurion Exploration
currently is engaged in various activities and corporate purposes,
including personnel and payroll matters for the Company.
Royal Silver Mines, Inc. During 1991 and 1992, Centurion acquired
controlling interest in Royal Silver Mines, Inc., a Utah corporation,
formerly Consolidated Royal Mines, Inc. and Royal Minerals, Inc.
Royal shares are traded on the OTC Bulletin Board under the symbol
'RSMI'. Royal's principal asset consisted of mining property.
Initially, Centurion acquired 37.2 percent of Royal through an
exchange of 174,743 Centurion shares and $1,600 cash for Royal shares
held by Royal's principal shareholders. In 1992, Royal acquired
21,196 acres of unpatented mining claims, and state and private
mineral leases, with a historical cost of $101,840, from Centurion in
exchange for 5,400,000 shares of Royal common stock, allowing
Centurion to control 82.3 percent of Royal. During 1993, Centurion
conveyed an additional 25,692 acres, with a historical cost of
$339,830, to Royal in exchange for forgiveness of $339,830 of advances
made by Royal to Centurion. At the beginning of Fiscal 1994, Royal
was a 65.5 percent consolidated subsidiary. During fiscal 1995, Royal
completed a reorganization and share exchange with a company
unaffiliated with Centurion, resulting in a decrease in Centurion's
ownership to approximately 21.6 percent.
PREVIOUS JOINT VENTURES
Kennecott/Centurion Joint Venture. On July 30, 1993, Centurion
Exploration Incorporated ('Centurion Exploration'), a wholly owned
subsidiary of the Company, and Kennecott Exploration Company
('Kennecott Exploration'), an affiliate of Kennecott Copper
Corporation, a unit of RTZ London, executed a joint venture agreement
('Kennecott Joint Venture') for exploring and, if warranted,
developing 5,791 acres controlled by the Company in the southern
Tintic Mining District, Utah ('the South Tintic') for large bulk
mineable copper-gold deposits.
Under the agreement, Kennecott Exploration could earn a 51 percent
interest in the Kennecott Joint Venture by spending $5 million and
meeting certain other obligations to Centurion Exploration within a
five-year period. Kennecott Exploration then could earn an additional
19 percent interest in the Kennecott Joint Venture by paying all costs
through completion of a positive mining feasibility study. Centurion
Exploration then could continue at a 30 percent participating
interest, exchange its participating interest for a 20 percent carried
interest, or convert its participating interest to a 5 percent net
smelter royalty. Kennecott Exploration could terminate its
participation at any time by giving 30 days notice during the first
year and 60 days notice thereafter, subject to completing certain
obligations.
Between April 1993 and July 1994, Kennecott Exploration acquired
additional mineral properties for the joint venture and drilled 12
exploratory drill holes totaling 20,060 feet. Of this total, 7,860
feet were by diamond-core drilling, which permits samples of rock core
to be obtained from the deep subsurface. Kennecott Exploration also
carried out numerous scientific investigations, including geologic
mapping, geochemical sampling, and an extensive program of geophysical
surveying involving advanced techniques.
Kennecott Exploration withdrew from the Kennecott Joint Venture,
effective July 31, 1994. Before withdrawing, Kennecott Exploration
did the following: (1) acquired control, on behalf of the Kennecott
Joint Venture, of 2,550 additional acres of mineral properties in the
South Tintic; (2) contributed in excess of $1.5 million for the
benefit of the Kennecott Joint Venture properties; (3) made advance
royalty payments to Centurion Exploration of $150,000; and (4)
accrued the obligation to make royalty payments of $10,000 for each
month of its joint venture participation between April 1, 1994, and
its withdrawal. Centurion Exploration received all of Kennecott
Exploration's participation interests in the Kennecott Joint Venture
upon such withdrawal. This includes all mineral properties, initial
and acquired, as well as the benefits from all exploration
expenditures. The Company is currently considering substitute
participants for the project properties or other joint venture
projects.
Asarco Exploration Agreement
On June 28, 1995, the Company and Asarco Incorporated ('Asarco')
entered into a letter agreement permitting Asarco to explore certain
mining property located near Milford in Beaver County, Utah, and to
acquire either a seventy percent undivided joint venture interest or a
leasehold interest in that property. Prior to the end of fiscal 1995,
Asarco informed the Company that it was terminating its exploration
activities and would not be proceeding with any further participation
under the letter agreement.
ITEM 2. PROPERTIES
The Company has an interest in a total of 87,853 acres. Of such
acreage, the Company currently holds production royalties on 8,109
acres and the Company controls 79,744 acres through leases, options
and mining claims in the State of Utah. All acreage totals are
approximate.
During 1993, the mining law covering unpatented claims on federal land
was modified to provide for a $100 per claim, per year, rental fee to
replace the previous $100 per claim, per year, work requirement.
These fees are in addition to the work done by the claim owners to
evaluate and develop the unpatented mining claims. Due to these
increased costs of retaining unpatented mining claims, the Company
reduced the number of unpatented mining claims retained and shifted an
increased portion of its exploration expenditures to the Company's
controlled, privately owned lands and state mineral leases.
PROJECTS OVERVIEW
The property in which the Company has an interest is divided into the
following areas:
A. TINTIC MINING DISTRICT PROPERTIES
B. SOUTHWESTERN UTAH: KINGS CANYON & MILFORD AREA
(including OK Mine)
C. WEST TINTIC AREA PROPERTIES
D. OTHER PROPERTIES (OQUIRRH MOUNTAINS)
E. OFFICES
A. TINTIC MINING DISTRICT PROPERTIES
The Company has 100 percent control of 20,460 acres of mining
properties in the Tintic Mining District. The district, which roughly
surrounds the small town of Eureka, Utah, is about 70 miles southwest
of Salt Lake City, in Juab and Utah counties, Utah. This district has
historically produced nearly 3 million ounces of gold, 300 million
ounces of silver, and 300 million pounds of copper. It has also
produced important quantities of lead, and zinc. Properties
controlled by Centurion have had a past production history of
approximately 1.8 million ounces of gold, 90 million ounces of silver
and 200 million pounds of copper.
Centurion is the largest single holder of mining properties in the
Tintic Mining District. These mining properties are mainly in private
or State of Utah ownership, which are minimally affected by recent
proposed changes in U.S. laws relating to federal lode mining claims
and mining on public lands.
Current targets on the Company's mining properties include brecciated
ore column deposits of gold, silver, and copper at the Mammoth and the
Ajax/Gold Chain mines, and along the southerly extension of the Gemini
ore run. Exploration targets within the Main Tintic District South
Project area are large-tonnage, disseminated (porphyry) copper-gold
deposits of modern significance and high grade copper-silver-gold
enargite vein systems.
Main Tintic District South Project. This project contains 9,675
acres. Privately owned lands or land held under Utah State mineral
leases constitute 52 percent, with the remainder held by federal lode
mining claims and Federal Prospecting Permits. The project is 100%
controlled by Centurion.
The Main Tintic District South properties cover areas where
prospectors in the late 1860's discovered narrow, but rich, gold and
silver bearing fissure veins in volcanic and granitic rocks. These
were the first ore discoveries in the Tintic District. Prospectors
followed the trend of these veins northward and discovered the much
larger bedding conformable mineralization and brecciated ore columns
in the Main Tintic District North and East Tintic District areas which
have produced more than 90 percent of the metal values recovered from
the Tintic District to date. The fissure veins in the Main Tintic
District South were mined for precious and base metals from the late
1860's through the early 1900's. There have been numerous previous
old mining operations on the South Tintic properties. Few of these
mines operated and mined ore below the depth of about 300 feet, which
was the usual depth in those mines where water was encountered. The
greater profitability of the much larger brecciated ore column
deposits and bedding conformable mineralization in the northern
portion of the district, where the groundwater table was typically
encountered about 2,000 feet below the surface, lured turn-of-the-
century mining companies away from the narrow fissure veins in the
southern part of the district. In addition, the potential for large
ore bodies beneath the fissure veins has not been adequately tested.
These properties had never been explored using up-to-date geologic
concepts and modern techniques prior to Centurion's activities.
Centurion's exploration efforts are directed toward the discovery of
porphyry copper-gold deposits, associated copper-gold skarns, and
zones of secondary copper enrichment. These copper-gold deposits are
among the largest and richest mineral deposits known. Modern,
relatively low-cost bulk-tonnage mining methods can make this type of
mineralized deposit very profitable.
A large, low-grade (presently sub-economic) porphyry copper deposit,
known as the South West Tintic ('SWT') deposit, lies in the southern
part of the South Tintic area. Discovered in the 1940's, and
partially drilled by Kennecott between 1962 and 1994, the SWT deposit
has been partially defined by 42 drill holes totalling approximately
45,000 feet. It is believed that the SWT deposit is significant
because it establishes that geologic conditions exist in the southern
part of the Tintic Mining District for porphyry copper-gold
mineralization. The SWT deposit presently contains an inferred
geological resource of 600 million tons of porphyry copper sulfide ore
which is open (untested) to the south and west. The grade of this
deposit is 0.28% copper (using a 0.20% copper grade cutoff). The SWT
deposit has been only partially drilled out in seven, widely spaced
drill holes. The last hole drilled in the summer of 1994 intersected
1,854 feet grading, 0.23% copper and bottomed in 0.25% copper
mineralization. The best interval in this zone averaged 0.29% copper
over a thickness of 650 feet. Important quantities of molybdenum are
present and an additional shallow copper oxide deposit lies adjacent
to the sulfide ore body. Large areas of highly prospective ground
have never been adequately explored. These areas have excellent
potential for relatively shallow, economically viable, high grade
copper and copper-gold-silver mineralization.
Target areas in the SWT deposit include the extensions of the SWT,
Treasure Hill, and Trench 14 anomalies. A detailed analysis of the
structural and geochemical controls which localized copper, gold, and
silver rich mineralization in the SWT District has been undertaken.
All existing rotary cuttings, drill core, geophysical anomalies,
geochemical data, geologic mapping and structural analysis are
presently being reevaluated. This work is being carried out using the
insights gained through Centurion's detailed structural and
geochemical study completed in the summer of 1994. This study
delineated controls to historically mined, high grade, copper-gold-
silver ore in the Main Tintic District. These controls are being
applied to the Southern District to define preferred sites for copper-
gold mineral deposition. This program represents the first time since
the early 1970's that all SWT drill data are being evaluated in the
context of recent advances in the understanding of porphyry copper
deposits.
The southernmost deep drill hole, SWT-36, intersected 1,000 feet of
0.28% copper mineralization. No deep drilling has been conducted to
the south and west of this drill hole along the southwestern extension
of the regional zone of hydrothermal alteration. Drill intercepts of
up to 60 feet of 0.80% copper and 50 feet of 1.88 oz/ton silver in the
Treasure Hill target area may reflect the northern migration of fluids
from the SWT porphyry copper. The bottom 20 feet of a
Kennecott/Centurion Joint Venture drill hole at Treasure Hill averaged
1.92% copper, 1 ounce silver, and scattered gold. Air track drilling
in the Trench 14 target to depths of less than 200 feet, shows
persistently anomalous gold in three areas. The uppermost portions of
a potential fracture controlled, gold-copper target may lie in an area
of altered volcanic rocks with nearby high grade copper-gold
production from fissure zones. Additional follow up work will be
based on the results of an ongoing structural and geochemical analysis
of the area. The last and best hole, STR-19, drilled prior to the
withdrawal of Kennecott Exploration, was a reverse circulation hole
completed in mid-July, 1994. Hole STR-19 is located in a previously
unexplored portion of the Treasure Hill area, several miles north of
the SWT porphyry copper deposit. This hole encountered zones of
copper mineralization that results indicate may well prove
significant. STR-19 intersected the following:
Depth Copper Grade
540 to 600 feet .80 percent Cu
620 to 680 feet .26 percent Cu
1000 to 1110 feet .22 percent Cu
1430 to 1450 feet 1.92 percent Cu
These intercepts also contained anomalous gold and silver values. The
bottom of the hole was still in copper mineralization at 1,450 feet.
Preliminary indications from STR-19 and other drill holes in the area,
together with surface mapping and sampling, and historic production
data from nearby mines, suggest the possible presence of a large,
disseminated copper-gold-silver zone. The presence of the uncommon
mineral enargite both in drill holes and in surface outcrop over an
extensive area also suggests that the mineralized zone may contain
enargite-precious metal deposits.
Management of the Company intends to continue exploring properties
within the South Tintic and evaluating the possible development of
such properties by prospective joint venture participants. Such
development may include mining operations and, as appropriate,
marketing all mineralization, minerals and mineral resources produced
from such properties.
Main Tintic District North Project. The Company has 100 percent
control of 6,971 acres. These mining properties are situated in what
is historically known as the Main Tintic Mining District, surrounding
the town of Eureka, Utah. Ninety percent of this acreage is held in
private ownership and state mineral leases. The balance is held as
unpatented lode mining claims.
During the 1994 and 1995 fiscal years, the Company reopened numerous
old mine workings in order to carry out geologic mapping and sampling
for assay. Numerous exploration drill holes were completed.
Additional exploratory drilling is currently underway to test multiple
geologic targets. The Company controls 32 formerly productive mines,
of which 23 had significant production of over 50,000 tons of high-
grade gold-copper-silver ore.
The Company-owned Centennial-Eureka mine led the Tintic district in
gold and copper production with 656,000 ounces of gold and 80 million
pounds of copper recovered. The Company re-opened the Centennial-
Eureka mine in 1989 and began preliminary exploration and underground
mine rehabilitation. Underground sampling and geologic mapping
indicate that several unmined, mineralized brecciated ore columns are
present in the southern portion of the mine. Data obtained from old
mine maps and production records from the period of mine operation
have been evaluated in detail to determine ore grades and metal
zoning. These records are proving extremely valuable in the Company's
efforts to identify additional ore reserves.
The Mammoth Mine is one of the Company's major project properties.
This Mammoth ore column represents the apex of an ore chimney which
descends 2,600 feet. Mined continuously from the surface to the
bottom, this ore column alone accounted for $240 million of the $263
million dollars produced by the Mammoth Mine from 1870 to 1982.
Because past mining methods were not mechanized and were labor
intensive, only the richest grades of ore could be produced. All
major state and federal mining permits have been approved for near-
term production, and rail contracts are under negotiation for shipment
to local smelters.
During Fiscal 1995, Centurion evaluated several mineralized zones
within the upper and lower levels of the Mammoth, Gold Chain, and
Opohongo mines. The Mammoth Mine 2400 to 2600 foot level contains
116,000 tons of proven ore grading 0.284 opt (ounce per ton) gold,
15.2 opt silver, and 1.3% copper. The Mammoth Shaft Pillar, 150 to 550
foot level, consists of 42,000 tons of probable ore grading 0.181 opt
gold, 23 opt silver, and 4.5% copper. The Mammoth 50 foot level also
contains an additional 15,000 tons of probable ore grading 22.5%
copper. The upper levels of the Mammoth are accessible for exploration
and development through the Plummer Tunnel and six other easily
accessible tunnels. Development work is underway in the Mammoth Mine
for near-term production. In addition, Centurion is further
encouraged by the fact that no modern exploration drilling was ever
conducted in the upper portions of the Mammoth Mine.
Five hundred feet south of the Mammoth Mine, Centurion has identified
additional ore in the Sioux-Ajax Tunnel, which contains 20,000 tons of
probable reserves grading 0.06 opt gold, 10 opt silver, and 4.9%
copper. At the Grand Central Mine dump, east of the Mammoth Mine,
stockpiled proven ore includes 10,400 tons grading 0.167 opt gold, 7.2
opt silver, 0.9% copper. The discovery of additional productive
mineral deposits is anticipated.
Main Tintic District East Project. Centurion controls 3,815 acres in
the Tintic District East Project, with 94 percent of the Project
situated on privately owned and state lease lands southeast and
northeast of the town of Eureka, Utah. Historical mines in the Tintic
East District Project area produced some of the highest overall gold
and silver ore grades reported in the Tintic district. Centurion-
controlled properties in this Project area have had substantial past
production, with recovered metals totalling 149,500 ounces of gold,
and 3,450,000 ounces of silver from Eureka Bullion, North Lily, and
Tintic Bullion. The Company's primary exploration targets are high-
grade gold-silver brecciated ore columns localized by fault
intersections.
Centurion has compiled existing technical data and has begun a
concentrated exploration effort for the 1995 field season. Six drill
holes have been permitted on approximately four target areas. The
upper portions of two holes have been completed to date. These holes
penetrated the volcanic cover and the complex geology that mask the
mineralized zones using cost-effective reverse-circulation drilling. A
core drill rig will deepen these two holes.
Recent detailed surface and underground geological mapping, plus
geophysical surveys, have identified several target locations where
brecciated ore columns are believed to occur. The Company's
geologists have carried out detailed investigations of these areas and
developed specific drilling targets.
B. SOUTHWESTERN UTAH: KINGS CANYON & MILFORD AREA (including OK Mine)
Centurion's interests in Southwestern Utah are grouped within two
project areas, the Milford and Kings Canyon Project areas. The Kings
Canyon Project area represents a belt of precious metal mineralization
discovered mostly after Fiscal 1990. Gold mineralization within the
belt occurs over a 50 square mile area. In the fall of 1990, drilling
in the northwest portion of the Kings Canyon Project encountered ore-
grade gold mineralization at an open-pit mineable depth. At the
present time, 60 holes drilled in this area, known as the Main
Discovery Property, have delineated a gold resource containing at
least 300,000 ounces of gold. The gold ore body is continuous and
relatively uniform. Gold mineralization remains open at depth and for
extension to the east, north, and west, where faulting has displaced
the ore body.
Centurion holds an in kind production royalty of 4% on all gold and
silver produced, and a 4% net smelter return on all other metals
recovered from the Main Discovery ore body and additional ore bodies
on adjacent properties controlled by other companies totalling 1,069
acres, and a lessor royalty on properties totalling 7,040 acres. The
portion of the Main Discovery area controlled by Centurion may contain
extensions of the Main Discovery ore body, as well as deep ore
potential. Centurion is continuing with plans to drill-test these
properties in early 1995.
Centurion s recently acquired Milford Area properties in the Star,
Beaver Lake, and San Francisco Ranges are approximately 50 miles to
the southeast of Kings Canyon. Centurion controls approximately 25,001
acres in the Star, Beaver Lake, San Francisco, Bradshaw, and Lincoln
mining districts, all past producers of gold, copper, and silver.
Centurion geologists recognized many similarities between copper-gold
ore occurrences in these districts and several nearby porphyry copper-
gold deposits such as Bingham Canyon and Tintic, Utah; and Ely and
Yerington, Nevada. Based on these similarities and other evidence,
Centurion initiated an ongoing land acquisition program in the area in
August 1993.
Kings Canyon Project. The Kings Canyon Project consists of
approximately 22,795 acres of unpatented lode mining claims and Utah
State leases situated 70 miles west of Delta, Utah. Centurion s gold
properties include areas in the newly-discovered Cat Canyon property,
New Years, Main Discovery, and portions of the Boobs Canyon property.
The Main Discovery Property. The Main Discovery property consists of
unpatented claims 100% controlled by Centurion situated in close
proximity to U.S. Highway 6, approximately 70 miles west of Delta,
Utah. Centurion also maintains a 4% production royalty on 35
unpatented lode mining claims covering the adjacent Main Discovery ore
body, and a smaller royalty on several thousand acres of Utah State
mineral leases.
Approximately 60 drill holes have been completed to date. Centurion
intends to carry out additional drilling including testing several
deep targets.
Milford Area Projects. The Milford Area Projects lie approximately 50
miles southeast of Centurion's Kings Canyon Project area, near the
town of Milford, Utah. The Milford Area Projects presently consist of
approximately 25,001 acres in several separate property blocks,
including the South Utah Copper, Blue Mountain Properties, Cave
Canyon, Star, and Wild Bill properties. An excellent infrastructure
exists in the area, with roads, power, and near-surface water all
present within the Project area. The Union Pacific Railroad passes 8
miles east of the OK Mine, located in the northern portion of the
project area.
South Utah Copper Project. The South Utah Copper Project lies in the
southern Beaver Lake Mountains and mining district of the same name,
approximately 10 miles northwest of Milford, Utah. Mineral lands in
the project total approximately 9,452 acres, of which approximately 46
percent are privately owned lands and State of Utah mineral leases.
The project is 100 percent controlled by Centurion. Centurion
anticipates significant near-term copper production from large-tonnage
surface copper oxide deposits identified on the property. Proven and
probable reserves based on drilling completed through August, 1995 are
6,900,000 tons grading 0.48% copper. This includes 2,000,000 tons of
ore grading 0.40% copper which is already mined and stockpiled.
Blue Mountain Project. The Blue Mountain Project, situated east of
the South Utah Copper area, consists of 9,587 acres of unpatented lode
mining claims and Utah State leases. Gold and copper mineralization
occurs over a 20 square mile area, most of which is unexplored. Two
drill holes have encountered gold ore grade mineralization, including
5 feet of 0.65 opt gold at 220 feet. Surface samples near the drill
sites contain up to 0.078 opt gold. Gold mineralization has been
discovered at another zone which measures at least 6,000 feet with
surface gold grades up to 0.045 opt gold and copper grades to 2%.
Cave Canyon Project. Centurion owns 260 acres of patented mining
claims and controls an additional 2,184 acres of unpatented claims and
Utah State leases in the Cave Canyon Project, situated southeast of
Milford in the Lincoln and Bradshaw mining districts.
The area is relatively unexplored. Centurion s geochemical sampling
has confirmed high grade gold mineralization in a 'Carlin Nevada Type'
geologic occurrence. Preliminary results are very encouraging and
additional exploration is currently underway.
Star Range and Wild Bill Project. Centurion's Star Range Project
lies in the Star Mountain Range, in the North and South Star mining
districts, approximately 4 miles west of Milford, Utah. Lands within
the Project area consist of two main property blocks comprised of
private mineral lands, unpatented lode mining claims, and State of
Utah mineral leases, totaling approximately 5,500 acres. Centurion is
currently evaluating existing data in preparation for detailed
intensive geological, geochemical, and geophysical surveys on the Star
and Wild Bill Properties. It is anticipated that drilling will be
conducted when targets are further defined. Both properties are at
relatively low elevation and, therefore, additional work has been
scheduled for sometime during or shortly after the first quarter of
1996, a time when access is likely to be more difficult at the
Company's other Milford area projects.
C. WEST TINTIC AREA PROPERTIES
Centurion s West Tintic Area properties include a 640 acre Utah State
mineral lease covering the 'Little Bingham' copper porphyry resource,
and 10,814 acres of mineral and exploration rights owned by
Centurion s Mammoth Mining Company on private land.
D. OTHER PROPERTIES (OQUIRRHS)
Centurion owns 33 acres of patented mining claims in proximity to
Kennecott s Bingham Mine. Centurion has transferred ownership of its
other Oquirrh properties to its affiliated subsidiary, Consolidated
Royal Silver Mines.
E. OFFICES
The Company's executive office is located at 331 South Rio Grande
Street, Suite 201, Salt Lake City, Utah 84101. In addition, the
company maintains a technical office at 860 South 500 West, Salt Lake
City, Utah 84101; a field office in Eureka, Utah; and a field office
in Milford, Utah. The executive and technical offices are leased from
third parties and are believed by management to be adequate for the
Company's current needs.
ITEM 3. LEGAL PROCEEDINGS
The Company is involved in several routine lawsuits incidental to the
Company's business or properties. The Company is not aware of any
pending legal proceedings that involve primarily a claim for damages
in excess of 10 percent of current assets, excluding interest and
costs. Management and legal counsel are of the opinion that the
ultimate disposition of such litigation should have no material
adverse effect on the Company's financial position or results of
operations.
With respect to a previously pending SEC proceeding, the Company
received a letter, dated August 23, 1995, from the Salt Lake District
Office of the Securities and Exchange Commission advising the Company
that the Commission has terminated its staff inquiry investigation of
the Company and has not recommended any enforcement action. The
August 23, 1995, letter indicated that based on the information
gathered as of that date, the Commission did not believe enforcement
action was warranted. The letter also noted that termination of the
formal investigation did not mean that the Company had been exonerated
or that the matter had been absolutely closed.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted during the fourth quarter of fiscal 1995.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
Centurion's common shares are traded in the over-the-counter market
and have been quoted since 1988 on the National Association of
Securities Dealers Automated Quotations System (NASDAQ) under the
symbol CTMC. The prices listed below are the highest and lowest bids
reported to Centurion during each fiscal quarter for the period
October 1, 1993, through September 30, 1995. These quotations reflect
inter-dealer prices, without retail markup, markdown, or commission,
and may not necessarily represent actual transactions:
Fiscal Quarter Ended High Bid Low Bid
December 31, 1993 3.750 3.062
March 31, 1994 4.687 3.375
June 30, 1994 4.000 1.875
September 30, 1994 2.625 1.343
December 31, 1994 2.343 1.312
March 31, 1995 2.187 1.312
June 30, 1995 1.625 1.187
September 29, 1995 2.187 1.125
At January 9, 1996, there were 730 shareholders of record of
Centurion's common shares.
Since its inception, Centurion has not paid any dividends on its
common shares, and does not anticipate that dividends will be paid in
the immediate future.
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA
The selected financial data included in the following table have been
derived from and should be read in conjunction with and are qualified
by the Company's consolidated financial statements and notes set forth
elsewhere in this report. Historical financial data for certain periods
may be derived from financial statements not included herein.
<TABLE>
<CAPTION>
SELECTED FINANCIAL DATA
FISCAL YEAR ENDED SEPTEMBER 30
1995 1994 1993 <F1> 1992 <F1> 1991
_____________________________________________________________________________________________
<S> <C> <C> <C> <C> <C>
RESULTS OF
OPERATIONS:
Revenues $ 0 $ 0 $ 0 $ 830,100 $ 168,000
Loss before extra-
ordinary item $(2,635,655) $(2,372,790) $(1,142,513) $ (401,993) $ (874,678)
Net income (loss) $(2,635,655) $(2,372,790) $(1,142,513) $ 155,216 $ (874,678)
Loss per common
share before
extraordinary item $ (.11) $ (.12) $ (.06) $ (.02) $ (.06)
Net income (loss)
per common share $ (.11) $ (.12) $ (.06) $ .01 $ (.06)
BALANCE SHEET DATA:
Total assets $ 8,658,470 $ 8,492,800 $ 4,161,162 $ 2,955,912 $ 2,459,761
Working capital
(deficit) $ (51,771) $ 637,171 $ 290,104 $ 294,467 $ 93,560
Long-term debt $ 0 $ 0 $ 0 $ 0 $ 762,373
Stockholders'
equity $ 8,265,862 $ 7,940,307 $ 3,828,689 $ 2,669,776 $ 1,592,595
_______________________
<FN>
<F1> Certain reclassifications have been made to the fiscal 1993 and 1992
consolidated financial statements in order to conform to the fiscal
1995 presentation. (See Note 2.d. to the Consolidated Statements.)
</FN>
</TABLE>
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION
General. There is considerable risk in any mining venture, and there
can be no assurance that the Company's operations will be successful or
profitable. From inception of the Company to September 30, 1995, the
Company has an accumulated deficit of $8,994,025. Exploration for
commercially mineable ore deposits is highly speculative and involves
risks greater than those involved in the discovery of mineralization.
Mining companies use the evaluation work of professional geologists,
geophysicists and engineers in determining whether to acquire an
interest in a specific property, or whether or not to commence
exploration or developmental work. These professional evaluations are
not always scientifically exact, and in some instances result in the
expenditure of substantial amounts of money on a property before it is
possible to make a final determination as to whether or not the property
contains economically mineable ore bodies. The economic viability of a
property can not be finally determined until extensive exploration and
development work plus a detailed economic feasibility study have been
performed. Also, the market prices for mineralization produced are
subject to fluctuation and uncertainty, which may negatively affect the
economic viability of properties on which expenditures have been made.
As of September 30, 1995, $7,974,092 of the Company's total assets of
$8,658,470 are investments in mineral properties for which additional
exploration is required to determine if they contain ore reserves that
are economically recoverable. The realization of these investments is
dependent upon the success of future property sales, the existence of
economically recoverable reserves, the ability of the Company to obtain
financing or make other arrangements for development, and upon future
profitable production. The ultimate outcome of this matter cannot be
determined at this time; and, accordingly, no provision for any asset
impairment that may result, in the event the Company is not successful
in developing or selling these properties has been made in the Company's
consolidated financial statements.
Financial Condition. At September 30, 1995, the Company had a cash
balance of $17,510 and accounts receivable of $5,000, all of which has
been collected subsequent to year end, and negative working capital of
$51,771. Subsequent to September 30, 1995, the Company received an
additional $135,000 from the sale of common shares. These funds will be
used for future operating expenses. The Company has no long-term debt.
Liquidity and Capital Resources. In comparison with the Company's
financial condition at September 30, 1995, the Company had, at September
30, 1994, $710,026 of cash, subscriptions receivable of $300,000, and
working capital of $937,171. The Company was able to maintain a
satisfactory working capital position during fiscal 1994 in large
measure because of the carry-over of funds raised in fiscal 1993 from a
series of private placements of the Company's restricted common stock,
which contributed $5,085,010 of cash for land acquisition, exploration
and operations. During fiscal 1995, management determined that it would
be in the best interest of the Company to limit the private placements
of common stock. The $300,000 receivable at September 30, 1994, was for
the purchase of Centurion common stock; the $5,000 receivable at
September 30, 1995, was for a routine item due the Company. In each
case, the receivable was fully collected shortly after the fiscal year
end. Prepaid mining leases decreased primarily due to a net
relinquishment of leased mineral properties. Mineral properties,
however, increased slightly from $7,380,822 at September 30, 1994, to
$7,974,092 at September 30, 1995, as a result of investments in the
acquisition and exploration of properties and equity investments in
cash.
Accounts payable increased from $104,697 as of September 30, 1994, to
$216,649 as of September 30, 1995, in spite of the Company's successful
efforts to control and reduce costs, primarily because of the Company's
reduced cash position. The accrued expenses payable decreased from
$118,050 as of September 30, 1994 to $11,818 as of September 30, 1995.
For fiscal 1994 this expense item was the result of an accrual for
Directors' fees and for fiscal 1995, it was the result of the accrual of
employees' salaries. These fees are paid by the issuance of specific
amounts of Centurion shares (referenced at Item 11, 'Executive
Compensation'). These Directors' fee shares are issued only upon the
fulfillment of certain conditions, but the fees are recorded on the
Company's books at the earliest time that fees could become due, even
though all of the conditions may not be met until a later date.
The amount of cash used by the Company's operations decreased from
$1,871,519 for fiscal 1994, to $1,571,519 for fiscal 1995. Also,
during the same fiscal years, the amount of cash used by the Company on
acquisition and exploration of mineral properties decreased from
$1,555,156 to $307,220, respectively. These decreases are all primarily
the result of two decisions made by the Company at the end of fiscal
1994: (1) to limit the private placement of its common stock, thereby
reducing the amount of cash available for operating and investing
activities; and (2) to control and reduce expenses and cash flows to
levels commensurate with the probable reduction of cash. During fiscal
1995, the Company expended $0, in contrast to $914,649 in fiscal 1994,
to acquire interests in subsidiary companies. The subsidiary companies
acquired in 1994 each owned patented mineral properties. The Company
expended $266,556 in fiscal 1995 and $217,903 in fiscal 1994, to acquire
equipment. The majority of the equipment purchased in 1995 was field
and exploration equipment. This has allowed the Company's personnel to
perform the necessary exploration work with less dependence upon the
availability of outside equipment and at a lower cost to the Company.
These cash expenditures were funded by issuing common shares for cash in
the amount of $1,567,000 and $5,085,010, respectively.
During the years ended September 30, 1995 and 1994, respectively, the
Company made advances to related parties of $182,904 and $64,406,
respectively. The advances made during fiscal years 1995 and 1994 were
primarily non-interest bearing advances to related parties. The Company
received advances from a shareholder of $33,400 and $9,490,
respectively. During the years ended September 30, 1995 and 1994, the
Company received payments from related parties of $68,133 and $25,
respectively. The Company made payments during fiscal 1995 and 1994 on
the advances received from the shareholder of $32,850 and $6,667,
respectively.
Management expects the Company's consolidated cash expenditures will
approximate $3,000,000 during fiscal year 1996. The anticipated cash
expenditures consist of the following: $500,000 for exploration and
development activities; $380,000 for production-related activities;
$100,000 for acquisition of mineral properties; $220,000 for property
lease payments; and $1,800,000 for general and administrative expenses.
These cash expenditures are expected to be primarily funded from: 1)
$100,000 from the sale of properties; 2) $1,000,000 of production
income; 3) $1,200,000 from the partial liquidation of Royal common
stock; and 6) $500,000 from joint venture partners. At September 30,
1995, the Company had a working capital deficit of $51,771; however,
subsequent to the end of fiscal 1995, the Company expected to receive
approximately $1,000,000 from the sale of Centurion common shares. The
Company also contemplates financing further exploration of its mineral
properties through joint venture arrangements.
The Company continues to have no long term debt. The only multi-year
obligations of the Company are the lease payments which become due on
properties the Company decides to retain. All leases are cancelable at
the Company's option. Moreover, if the Company is not successful in
raising additional equity capital, achieving production profitability,
selling some of its mineral properties, or negotiating joint venture
arrangements, the Company will reduce the level of expenditures by
releasing some properties to match its cash flow position.
The Company does not have sufficient capital to fully explore and
develop its mineral properties. The Company plans to continue financing
its exploration activities through joint ventures, production
activities, equity funding, or by selling properties and retaining
royalty interests. In addition, the Company expects to receive
royalties from properties that were sold during fiscal 1993 and which
currently are under exploration and development by larger mining
companies.
Results of Operations
Fiscal 1995 as Compared to Fiscal 1994. During fiscal 1995 and 1994 the
Company had no revenues. Centurion did not receive advance mineral
royalties or reimbursements related to venture properties. No
properties were sold in fiscal 1995 or 1994; therefore, there was no
corresponding cost of mineral properties sold.
General and administrative expenses decreased to $1,776,876 in fiscal
1995 from $2,341,714 in Fiscal 1994. The decrease is the result of
several factors. Accounting fees decreased from $159,000 in fiscal 1994
to $118,000 in fiscal 1995 as a result of the decrease in the number and
value of common shares issued to accounting personnel for services and
in the fees paid to the Company's independent public accountants. Also,
fees paid to consultants for technical, promotional and administrative
work decreased only slightly from $689,000 during fiscal 1994 to
$679,000 during fiscal 1995. The cost of consultative engagements for
both fiscal 1995 and 1994 was approximately the same due to the
substantial amount of such consultative activities necessary for the
acquisition of properties and subsidiary companies, and the supervisory
administration of the exploration and development of these properties
and companies. Office space leasing costs also decreased, from $54,000
in fiscal 1994 to $51,000 in fiscal 1995.
Office and technical supplies and the costs of the Company's annual
report increased from $70,000 in fiscal 1994 to $79,000 in fiscal 1995.
The Company used these materials to respond to increased requests for
information about the Company from the investment community and for
providing technical information used to evaluate the Company's mineral
properties. Legal expenses increased from $92,000 in fiscal 1994 to
$202,000 in fiscal 1995; the increase is due largely to non-recurring
litigation costs (of matters that have been resolved or terminated in
its favor), and is also the result of the acquisition of properties and
subsidiaries, and costs related to additional regulatory or
environmentally-related filings and activities.
In an effort to preserve cash, the Company has traditionally paid some
of its expenses by issuing shares of common stock. (See 'Summary of
Stock Issuances,' below.) Directors' fees were paid by issuing shares
of common stock or accruals for unissued shares during both fiscal 1994
and 1995. Centurion issued and accrued the same number of shares for
Directors' fees during fiscal 1994 and 1995. The value of the shares
issued and accrued, however, decreased from $211,000 to $171,000 for
fees earned during 1994 and 1995, respectively. Because of the non-
consolidation of Royal's accounts with Centurion's, the value of share
issuances by Royal to its Directors is not added to Centurion's general
and administrative expense for fiscal 1995, thereby resulting in the
largest decrease in general and administrative expense as compared to
fiscal 1994, during which Royal was a consolidated subsidiary of
Centurion, and had issued shares valued at $649,000 to its Directors and
Officers.
Management of the Company believes the nature and level of general and
administrative expenditures is appropriate, given the lack of operating
revenue. The Company is continually evaluating potential mineral
properties to acquire, administering exploration activities on current
mineral properties, and preparing promotional materials for use in
seeking additional sources of funds either through joint venture
arrangements or additional equity investments. During fiscal 1995, the
Company was successful in obtaining additional equity investments and in
acquiring various mineral properties.
Mineral lease expense increased from $138,761 in fiscal 1994 to $204,821
in fiscal 1995. The increase was due to the acquisition of additional
mineral properties held under lease.
Depreciation expense increased from $38,823 in fiscal 1994 to $106,328
in fiscal 1995. The Company acquired additional field and mining
equipment, vehicles, and computer equipment for evaluation of the
increased amount of technical data.
Interest and other income decreased from $48,856 in fiscal 1994 to
$29,956 in fiscal 1995, as a result of the reduction in the Company's
investment of cash received from private placements.
For fiscal 1995, the Company did not incur any loss from dilution of
equity investment in any of its subsidiaries. However, during fiscal
1994, Royal issued 127,500 shares of common stock to its Directors,
certain Officers, and consultants for compensation. That issuance
decreased the Company's ownership interest in Royal from 80.1 percent to
65.5 percent, resulting in a loss of $40,877 to the Company. In fiscal
1995, the Company experienced a loss of $686,809 on its investments
accounted for under the equity method, due to the reduction in its
ownership in Royal to 21.1 percent brought about as a result of the
Royal-Celebration reorganization. The Company also experienced a loss
of $154,431 from the disposition of assets, resulting from the
abandonment of property held by Mazama Gold Corporation. Both of these
losses are non-recurring in nature, and did not occur in fiscal 1994.
As a result of the lack of revenues, the losses from operations and the
negative income (expense), the Company had a net loss of $2,635,655, or
$.11 per common share, in fiscal 1995 as compared to a net loss of
$2,372,790, or $.12 per common share, in fiscal 1994.
As noted, property sales cannot be predicted, and continuing revenues
will not be generated by the Company until royalties on the properties
sold are received or until the Company has a property in production.
The Company is continuing to pursue opportunities to sell additional
properties.
Fiscal 1994 as Compared to Fiscal 1993. During fiscal 1994 and 1993 the
Company had no revenues. The Kennecott Joint Venture provided for
certain payments to be made to Centurion in the form of advance mineral
royalties, which amounted to $50,000 during fiscal 1994. In addition to
these advance royalties, Kennecott paid $41,000 to the Company as
reimbursements for lease payments, unpatented claim release fees, land
acquisition costs and other costs related to venture properties. The
royalties were recorded as a reduction in the basis in the property and
the reimbursements were accounted for by reducing the appropriate costs
in the financial statements.
No properties were sold in fiscal 1993 or 1994; therefore, there was no
corresponding cost of mineral properties sold.
General and administrative expenses increased to $2,341,714 in fiscal
1994 from $1,039,773 in fiscal 1993. The increase was the result of
several factors. In an effort to preserve cash, the Company paid some
of its expenses by issuing shares of common stock. (See 'Summary of
Stock Issuances,' below.) Directors' fees were paid by issuing shares
of common stock or accruals for unissued shares during both fiscal 1993
and 1994. Centurion issued or accrued fewer shares during fiscal 1994;
however, the value of the shares issued increased from $168,000 to
$211,000. Accounting fees increased from $115,000 in fiscal 1993 to
$159,000 in fiscal 1994 as a result of the increase in the value of
common shares issued to accounting personnel for services and as a
result of increased fees paid to the Company's independent public
accountants related to various filings of registration statements with
the Securities and Exchange Commission.
The Company paid fees to consultants for technical, promotional and ad-
ministrative work amounting to $689,000 during fiscal 1994, as compared
to $266,000 during fiscal 1993 . This increase was due to the
substantial increase in activities relative to the acquisition of
properties and subsidiary companies, and to the increase in supervisory
administration of the exploration and development of these properties
and companies. Legal expenses were $49,000 in fiscal 1993, but were
$92,000 in fiscal 1994; the increase was due largely to the acquisition
of properties and subsidiaries, but also as a result of increased fees
and costs related to various filings of registration statements and
periodic reports with the Commission. Office space leasing costs rose
from $41,000 in fiscal 1993 to $54,000 in fiscal 1994 due to the need
for office, technical, and field use in connection with the increased
activity. Office and technical supplies and the costs of the Company's
annual report increased to $70,000 in fiscal 1994, from $49,000 in
fiscal 1993. The Company used these materials to respond to increased
requests for information about the Company from the investment community
and for providing technical information used to evaluate the Company's
mineral properties.
During fiscal 1993 and 1994, the Company continually evaluated the
acquisition of potential mineral properties, administered exploration
activities on existing mineral properties, and prepared promotional
materials for use in seeking additional sources of funds either through
joint venture arrangements or additional equity investments. Also,
during fiscal 1993 and 1994, the Company was successful in obtaining
additional equity investments and in acquiring various mineral
properties.
Mineral lease expense increased from $122,466 in fiscal 1993 to $138,761
in fiscal 1994. The increase was caused by an increase in land leased
for exploration and development.
Depreciation expense increased from $16,961 in fiscal 1993 to $38,823 in
fiscal 1994. The Company acquired field and mining equipment, and
additional computer equipment for evaluating the increased amount of
technical data.
Interest and other income increased to $48,856 in fiscal 1994 from
$21,682 in fiscal 1993, as a result of the Company's investment of cash
received from the private placements.
During fiscal 1994, Royal issued 127,500 shares of common stock to its
Directors, certain Officers, and consultants for compensation. The
issuance of shares of common stock decreased the Company's ownership
interest in Royal from 80.1 percent to 65.5 percent, resulting in a loss
of $40,877 to the Company. The loss was included in the fiscal 1994
statement of operations as loss on dilution of equity investment in
subsidiary. There was a similar dilution in fiscal 1993 of $20,471.
As a result of the decrease in revenues and the increases in general and
administrative expenses and mineral leases, the Company had a net loss
of $2,372,790, or $.12 per common share, in fiscal 1994 as compared to
net loss of $1,142,513, or $.06 per common share, in fiscal 1993.
Other Matters
Given management's significant reliance on the issuance of capital stock
for various purposes, the following table summarizes by category the
number of shares and the total value assigned to the shares for each of
the fiscal years 1995, 1994, and 1993. All shares issued to affiliates
of the Company are assigned value on the books at market value.
Nonrestricted, free-trading shares issued to non-affiliates are also
valued at market. The value assigned is determined based on the average
of the bid and ask price on the date of issuance. By comparison, the
value assigned to restricted shares is determined based on other
issuances of restricted shares for cash, which generally has been 85
percent of the value of nonrestricted shares on the date of issuance.
<PAGE>
<TABLE>
<CAPTION>
SUMMARY OF STOCK ISSUANCES
FYE 1995 FYE 1994 FYE 1993
__________________________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C>
$ Value $ Value $ Value
Description # Shares Assigned # Shares Assigned # Shares Assigned
__________________________________________________________________________________________________
Stock issued For Services:
Compensation - Employee 193,700 527,430 100,250 297,673 208,393 196,806
Directors' Fees 143,000 203,300 40,000 93,188 100,000 150,734
Consulting - Geologic 38,700 78,174 1,100 2,385 97,250 60,541
Services - Nonemployee 23,250 45,403 17,000 28,600 0 0
Other 0 0 0 0 100,000 0
_____________________ _____________________ ____________________
398,650 854,307 158,350 421,846 505,643 408,081
Repayment of Cash Advances
and Notes Payable 8,000 13,050 8,534 20,000 335,069 177,994
Lease Payments 25,100 40,803 0 0 5,000 3,450
Mineral Property
& Business Acquisitions:
Dotson Exploration 105,000 186,050 120,600 433,796 95,661 236,340
Royal Silver Mines 0 0 800 456,956 0 99,247
Tintic Coalition 0 0 0 0 25,000 29,219
Jefferson-Pacific 0 0 140,000 366,800 0 0
_____________________ _____________________ ____________________
105,000 186,050 261,400 1,257,552 120,661 364,806
Issuance of Shares for
Cash in Private Placements
and Regulation S Offerings 900,000 1,252,000 2,616,000 5,047,510 1,780,000 1,330,000
Upon Exercise of Stock Options 210,000 315,000 25,000 37,500 0 0
_____________________ _____________________ _____________________
1,110,000 1,567,000 2,641,000 5,085,010 1,780,000 1,330,000
__________________________________________________________________________________________________
- --------------------------------------------------------------------------------------------------
TOTAL: 1,646,750 $2,661,210 3,069,284 $6,784,408 2,746,373 $2,284,331
</TABLE>
<PAGE>
During fiscal 1993, the Company, in connection with a private placement
of its common stock, entered into agreements with fourteen persons to
file a registration statement covering 580,000 shares of its common
stock within certain specified periods. The first period ended March 8,
1993 and the last period ended September 29, 1993. On January 13, 1994,
the Company filed the registration statement. Prior to the end of
fiscal 1994, one shareholder wrote the Company expressing an intent to
pursue legal action against the Company on a claim for damages resulting
from the alleged late registration. The registration became effective
on October 13, 1994. On January 31, 1995, that shareholder filed a suit
for damages of $105,313 plus interests and costs, an amount that was
less than 10 percent of the Company's fiscal 1994 asset valuation.
Management of the Company, after discussion with legal counsel and
other considerations, asserted its answer and defenses and filed a
counterclaim for damages to that shareholder action. The Company was
unable to determine whether the alleged late filing would result in any
material adverse consequences to the Company; however, it believed that
this matter would not have a material impact on the financial condition,
results of operations, or liquidity of the Company. The suit was
settled on November 13, 1995, and dismissed with prejudice by the court,
pursuant to a joint release of all claims, without either party
acknowledging or admitting liability, and a non-disclosure agreement of
confidentiality.
The Company's operations are subject to comprehensive regulations with
respect to environmental safety and similar matters by the U.S.
Department of the Interior, the U.S. Department of Agriculture, the U.S.
Environmental Protection Agency, the U.S. Mine Safety and Health
Administration, and similar state and local agencies. Failure to comply
with applicable laws, regulations and permits can result in delays in
operations, injunctive actions, damages, and civil and criminal
penalties. As the Company expands or changes its existing operations or
proposes new operations, it may be required to obtain additional or
amended permits or authorizations. The Company believes its operations
are presently in substantial compliance with applicable air and water
quality laws and regulations.
The Financial Accounting Standards Board has issued Statement of
Financial Accounting Standards ('SFAS') No. 109, Accounting for Income
Taxes. This standard was adopted by the Company in the first quarter of
fiscal year 1994. However, the impact is not material. Inflation has
not had a significant impact on the Company's operations.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Consolidated Financial Statements and the Report of Independent Public
Accountants are filed as part of this report on pages F-1 through F-26.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
There have been no disagreements during the three fiscal years ended
September 30, 1993, 1994 and 1995, or at any other time with the
Company's present or former independent public accountants. Subsequent
to the end of fiscal 1994, Centurion made a change in the engagement of
its principal independent accountant to audit its financial statements.
By approval of Centurion's Board of Directors, the former principal
independent accountant, Arthur Andersen LLP ('Arthur Andersen'), was
dismissed effective November 3, 1994. The change was not due to any
disagreement between Centurion and Arthur Andersen, or any information
that would have led Arthur Andersen to resign or decline to stand for
re-appointment.
Arthur Andersen's report on the financial statements for the fiscal
years ended September 30, 1992, and 1993, respectively, did not contain
an adverse opinion or a disclaimer of opinion, nor was either report
qualified as to uncertainty, audit scope, or accounting principles,
except for an explanatory paragraph with respect to Centurion's
investment in mineral properties being realizable. During fiscal 1993
and 1994, and the portion of fiscal 1995 that preceded the dismissal:
(1) Centurion had no disagreements with Arthur Andersen on any
matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure;
(2) Arthur Andersen did not advise Centurion that the internal
controls necessary for Centurion to develop financial statements were
not in existence;
(3) Arthur Andersen did not advise Centurion of any information
leading Arthur Andersen to be unable to rely on management's
representations, or unwilling to be associated with the financial
statements prepared by management;
(4) Arthur Andersen did not advise Centurion of any need to
significantly expand the scope of its audit, or of any information that
may or would (i) materially affect the fairness or reliability of, or
prevent it from rendering an unqualified opinion regarding, any of its
audit reports or any of the underlying financial statements, or (ii)
cause Arthur Andersen to be unwilling to rely on management's
representations or be associated with Centurion's financial statements;
and
(5) Arthur Andersen did not, as a result of its dismissal, expand
its audit or conduct any investigation of information that came to its
attention of the type referred to above in subparagraph (4), or have any
issues that were unresolved to its satisfaction prior to dismissal.
Centurion provided Arthur Andersen with a copy of the above disclosures
in a timely manner. Centurion then requested, and Arthur Andersen
provided, a letter addressed to the Commission stating Arthur Andersen's
agreements with these disclosures by Centurion. A copy of such letter
is attached as Exhibit 16.1 to Centurion's Form 8-K, Current Report of
November 3, 1994, on file with the Securities and Exchange Commission,
and incorporated herein by reference.
Centurion subsequently engaged the services of the accounting firm of
Jones, Jensen & Company, effective November 3, 1994. During fiscal 1993
and 1994, and the portion of fiscal 1995 that preceded such engagement:
(1) neither Centurion nor any person or entity acting on its
behalf has consulted such accountant regarding the application of
accounting principles to any specified transaction, or the type of audit
opinion that might be rendered on Centurion's financial statements, or
any matter characterized as a 'disagreement' or 'reportable event' (as
defined by Regulation S-K, Item 304(a)(1)(iv) and (v)); and
(2) Jones, Jensen & Company did not provide Centurion with either
a written report or oral advice containing any conclusions by Jones,
Jensen & Company of any important factors considered by Centurion in
reaching a decision as to any accounting, auditing, or financial
reporting issues.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
Directors. Under the Articles of Incorporation, the Company must have a
minimum of three and a maximum of nine directors. At present, the Board
consists of four Directors. Each Director serves until the next annual
shareholders meeting or until a successor is duly elected. The
following table sets forth the name, age, position(s) held, and length
of service for each of Centurion's Directors.
<TABLE>
<S> <C> <C> <C>
Name Age Position(s) Held Director Since
Spenst Hansen 61 Director, CEO November 1984
and President
Orson Mabey, III 32 Director, Vice President February 1990
J.D.H. (David) Morgan 57 Director April 1991
Mark D. Dotson 38 Director April 1995
</TABLE>
SPENST HANSEN, PH.D., has been principally employed by Centurion since
November of 1984. Mr. Hansen currently serves as the Chief Executive
Officer, President, Director, and Chairman of the Board of Directors.
Mr. Hansen has worked on mining projects in the western United States
for more than 22 years, and has been directly involved with Centurion's
Tintic District mining properties since 1979. From 1982 to 1989, he
also conducted an independent geophysical and geologic contracting
business as a sole proprietorship under the name Axis Geophysics
Company. Mr. Hansen still retains ownership of this company. Mr. Hansen
was awarded the Ph.D. Degree in geology from the University of Missouri,
Columbia, Missouri; a Masters Degree in mining engineering from the
Missouri School of Mines, Rolla, Missouri; and a Bachelor of Science
Degree in geological engineering from the University of Utah, Salt Lake
City, Utah. Mr. Hansen is a registered professional geologist in
California (#2067) and Idaho (#38). Mr. Hansen also serves as a
Director of Royal Silver Mines, Inc. (formerly Royal Silver Mines,
Inc.), Centurion Exploration, Inc., Dotson Exploration Company, and
Keystone Surveys, Inc.
ORSON MABEY, III is a Senior Trading Analyst developing commercial
trading applications for Tosco Corporation, the largest independent
petroleum refiner on the eastern coast of the United States. From 1987
to 1993, Mr. Mabey was employed by Amerada Hess Corporation as Senior
Trading Analyst. Mr. Mabey earned a Masters degree in international
management in August of 1987 from the American Graduate School of
International Management in Glendale, Arizona, and a Bachelor of Arts
and Finance degree from the University of Utah, Salt Lake City, Utah, in
June of 1986.
J.D.H. (DAVID) MORGAN has been principally employed by Lehman Brothers
during the last five years. Mr. Morgan has worked in the metals
industry for over 25 years. He holds an engineering degree from
Cambridge University and a Masters degree in mineral processing from the
Royal School of Mines, London University. He is a Chartered Engineer
and a member of the Institution of Mining and Metallurgy. For the past
ten years, Mr. Morgan has been a securities analyst specializing in
mining equities covering North America and most of the world's other
main mining markets. He is a member of the International Stock
Exchange, London, and the Institute of Investment Management and
Research. From 1985 to 1994, he was a Director of Equity Research with
Lehman Brothers International. Currently, he is an independent mining
share specialist based in London and a consultant to Rodman & Renshaw,
Inc. in Chicago.
MARK D. DOTSON has been principally employed as President, Chief
Executive Officer, and member of the Board of Directors of Dotson
Exploration Company, a wholly-owned subsidiary of Centurion, at Milford,
Utah. He has served in those positions and has been the Exploration
Manager for Dotson Exploration Company since 1988. In addition to that
employment, Mr. Dotson also has been the Manager of West Hills
Excavating, L.L.C., and a member of its Board of Directors since
February 1994. Mr. Dotson also serves as a city councilman for the City
of Milford in Utah. Mr. Dotson is a prospector and self-taught
geologist with many years of geologic experience in the field and
numerous years of business experience in the corporate realm. In
addition to his own and other training, Mr. Dotson also has taken field
extension courses in geology from various universities.
Executive Officers. The following table sets forth the name, age,
position(s) held, and length of service for each of Centurion's
Executive Officers:
<TABLE>
<S> <C> <C> <C>
Name Age Positions Officer Since
______________________________________________________________________
Spenst Hansen 61 President and CEO March 1992
Orson Mabey, III 32 Vice President June 1993
Carlos M. Chavez 44 Secretary June 1994
Randy Sutherland 37 Asst. Secretary/Treasurer August 1995
Howard M. Crosby 43 Pres., CEO and Board Chairman February 1994
of three subsidiaries
</TABLE>
SPENST HANSEN (see above).
ORSON MABEY (see above).
CARLOS M. CHAVEZ has served as corporate Secretary of Centurion since
July 1994. He has been principally employed as Centurion's in-house
legal counsel since March 1994. Mr. Chavez received his J.D. in 1980
from Stanford Law School, Palo Alto, California, and has been admitted
to the Utah State Bar and the Bar of the District of Columbia. From
1991 to his employment with Centurion, Mr. Chavez was employed with two
firms in Salt Lake City, Utah. During 1989 and 1990, Mr. Chavez was a
visiting assistant professor of law at Whittier College School of Law in
Los Angeles, California. Mr. Chavez previously served as an assistant
attorney general of Utah and associate legal counsel for the University
of Utah, where he later taught as an adjunct professor of law. Mr.
Chavez is also a Director of Royal Silver Mines, Inc. and Dotson
Exploration Company.
RANDY SUTHERLAND serves as Assistant Secretary and Treasurer and has
performed the function of Controller for Centurion and its subsidiaries
since August 1995. Mr. Sutherland served eight years in the U.S. Air
Force while completing college. In November 1991, he received a degree
in management accounting, graduating Summa Cum Laude, from Park College,
Parkville, Missouri, where he was listed on the President's honor roll
for 1990 and 1991. From the time of his graduation until employment
with Centurion, Mr. Sutherland held various accounting and supervisory
positions in the hotel industry, most recently as the controller for a
resort hotel located in Alta, Utah, which selected him upon the
recommendation of a peer group of accountants.
HOWARD M. CROSBY is deemed an Executive Officer of Centurion because of
his service as President, CEO and Board Chairman of Royal Silver Mines,
Inc., Mammoth Mining Company and The Gold Chain Mining Company. He
received a B.A. degree from the University of Idaho in 1974. Since
1989, Mr. Crosby has been president of Crosby Enterprises, Inc., a
family-owned business advisory and public relations firm. From
September 1992 to May 1993, Mr. Crosby was employed by Digitran Systems,
Inc., of Logan, Utah, in the marketing department. In May of 1993, Mr.
Crosby entered into a business consulting relationship with Centurion
Mines Corporation. In July, 1992, Mr. Crosby filed a Chapter 13
petition for bankruptcy. The reorganization plan was approved in
October, 1992.
There are no family relationships among any Directors or Officers of the
Company.
Compliance with Section 16(a) of the Securities Exchange Act of 1934.
Section 16(a) of the Securities and Exchange Act of 1934 requires
officers, directors, and persons who own more than ten percent of a
registered class of a company's equity securities to file initial
reports of beneficial ownership and to report changes in ownership of a
those securities with the Securities and Exchange Commission and the
National Association of Securities Dealers. They are also required to
furnish the Company with copies of all Section 16(a) forms they file.
To the Company's knowledge, based solely on review of the copies of
Forms 3, 4, and 5 furnished to the Company or written representations
that no other transactions were required, the Company has determined
that the pertinent Officers, Directors, and principal shareholders have
complied with all applicable Section 16(a) requirements during fiscal
1995 except that Orson Mabey, III, filed one late Form 4, Mark Dotson
filed a late Form 5 reporting three transactions that should have been
reported previously on two Forms 4's, Carlos Chavez, filed a late Form 5
reporting exempt transactions, and Howard Crosby filed a late Form 5
reporting two sets of transactions that should have been reported
previously on two Form 4's.
ITEM 11. EXECUTIVE COMPENSATION
<TABLE>
Summary Compensation. The following table sets forth the compensation
paid by Centurion during each of the last three fiscal years to its Chief
Executive Officer, and to the other four most highly compensated Officers
and Executive Officers, but only if the total annual salary and bonus of
any such Executive Officer exceeded $100,000 for fiscal 1995 (collectively,
the 'Named Executive Officers'). This information includes the dollar
value of base salaries, bonus awards and number of stock options granted,
and certain other compensation, if any.
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term Compensation
____________________________________________________________________________________________
Annual Compensation Awards Payouts
____________________________________________________________________________________________
<C> <C> <C> <C> <C> <C> <C> <C> <C>
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other Securities All
Name and Annual Restricted Underlying Other
Principal Compen- Stock Options/ LTIP Compen-
Position Year Salary Bonus sation Awards SAR's(#) Payouts sation
____________________________________________________________________________________________
Spenst 1995 $36,000 $0 $0 $67,967 <F1> 240,000 <F2> $0 $0
Hansen 1994 $36,000 $0 $0 $53,500 0 $0 $0
1993 $33,000 $0 $0 $37,975 240,000 <F3> $0 $0
___________
<FN>
<F1> Column (f) represents the dollar value of all restricted awards of stock received as part of
non-cash compensation in lieu of Director and CEO fees that Mr. Hansen earned during each of
fiscal 1995, 1994, and 1993. The aggregate number of his restricted stock holdings at
September 30, 1995 was 190,000 shares (including the awards reported in column (f) that are
still subject to restrictions), and their fair market value on that date was $296,400,
based on the closing price of $1.56 on the last trading day before September 30, 1995. Of
those 190,000 shares, 115,000 shares had vested as of January 9, 1996. The remaining 75,000
shares will be vested, in whole or in part, in fewer than three years from the grant date.
Vesting is scheduled as follows: 15,000 at March 31, 1996, 15,000 at June 30, 1996, 15,000
at September 30, 1996, 15,000 at December 31, 1996, and 15,000 at March 31, 1997. No
dividends are paid on any of the restricted awards of stock reported in column (f).
<F2> This amount represents options granted on June 4, 1995, to be awarded during the eight
quarters beginning April 1, 1995 and ending March 31, 1997, consisting quarterly of 10,000
options as partial compensation for service as Director, and 20,000 options as partial
compensation for service as CEO. The options vest at the end of each quarter and are
exercisable through March 31, 1998 at a price of $1.50 per share, which was the closing
price on the grant date.
<F3> This amount represents options granted on May 27, 1993, that were awarded during the eight
quarters that began April 1, 1993 and ended March 31, 1995, consisting quarterly of 10,000
options as partial compensation for service as Director, and 20,000 options as partial
compensation for service as CEO. Options in those amounts vested at the end of each quarter
and were fully vested at April 1, 1995. They are exercisable through March 31, 1998 at a
price of $1.50 per share, which was the closing price on the grant date.
</FN>
</TABLE>
Other than the Company's incentive Stock Option Plan, there are no
retirement, pension, or profit sharing plans for the benefit of the
Company's Officers and Directors.
Option/SAR Grants Table. Information concerning individual grants of
stock options, whether or not in tandem with stock appreciation rights
('SARs'), and freestanding SARs made during fiscal 1995 to each of the
Named Executive Officers is reflected in the table below.
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN FISCAL 1995
Potential
Realizable Value
at Assumed Annual Alternative
Rates of Stock to (f) and
Price Appreciation (g) Grant
Individual Grants for Option Term<F1> Date Value
______________________________________________________________________________________
<C> <C> <C> <C> <C> <C> <C> <C>
(a) (b) (c) (d) (e) (f) (g) (h)
Percent of
Number of Total Options/ Exer-
Securities SARs Granted cise Grant
Underlying to Employees or Expir- Date
Options/SARs in Fiscal Base ation Present
Name Granted (#) Year Price Date 5%($) 10%($) Value ($)
______________________________________________________________________________________
Spenst 240,000<F2> 43% $1.50 4/01/98 $47,350 $99,500 N/A
Hansen
_______________
<FN>
<F1> The amounts shown as potential realizable values are based on arbitrarily assumed annualized
rates of stock price appreciation of 5 percent and 10 percent over the full 3-year term of
the options. These potential realizable values are based solely on arbitrarily assumed
rates of price appreciation required by applicable SEC regulations. Actual gains, if any,
on option exercises of common stock holdings are dependent on future performance of the
Company and overall stock market conditions.
<F2> These options are described in note (2) to the 'Summary Compensation Table' above.
</FN>
</TABLE>
<TABLE>
Aggregated Option/SAR Exercises and Fiscal 1995 Year-End Option/SAR Value Table
The following table sets forth certain information with respect to
each exercise of stock options and SARs during fiscal 1995 by each of
the Named Executive Officers, and the fiscal 1995 year-end value of
unexercised options and SARs. The dollar values in columns (c) and (e)
are calculated by determining the difference between the exercise or
base price of the options and the fair market value of the underlying
stock at the time of exercise and at fiscal year-end if unexercised,
respectively. The unexercised options, some of which may be exercisable,
have not been exercised and it is possible they might never be exercised.
Actual gains realized, if any, on stock option exercises and common
stock holdings are dependent on the future performance and value of the
common stock and overall stock market conditions. There can be no
assurance that the projected gains and values shown in this Table
will be realized.
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN FISCAL 1995
AND OPTION/SAR VALUES AT SEPTEMBER 30, 1995
<C> <C> <C> <C> <C>
(a) (b) (c) (d) (e)
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Shares Dollar Options/SARs Options/SARs
Acquired Value at FY-End (#) at FY-End ($)
on Exercise Realized Exercisable/ Exercisable/
Name (#) ($) Unexercisable Unexercisable
__________________________________________________________________________________
Spenst Hansen 210,000<F1> $12,600 90,000/180,000<F2> $5,400/$10,800<F3>
<FN>
<F1> These 210,000 shares were acquired February 22, 1995, from an exercise of options in the
same amount that had vested from 240,000 options granted May 27, 1993 (see note 3 to the
'Summary Compensation Table' above). The value reported in column (c) was calculated from
the difference between the closing price of $1.56 per share on February 22, 1995 and the
exercise price of $1.50 per share.
<F2> The 90,000 options reported as exercisable in column (d) consist of the 30,000 options
remaining from the May 27, 1993 grant, plus the 60,000 options that had vested by fiscal
year-end from those granted June 4, 1995. None of the May 27, 1993 options were
unexercisable at fiscal year-end. Thus the 180,000 options reported as unexercisable in
column (d) consist entirely of options granted June 4, 1995 that had not vested at fiscal
year-end.
<F3> The values reported in column (e) are based on the difference between the closing price of
$1.56 per share on September 29, 1995, which was the last trading day of fiscal 1995, and
the exercise price of $1.50 per share.
</FN>
</TABLE>
<PAGE>
Long-Term Incentive Plan Awards. The Company does not have any
formalized long-term incentive plans, excluding restricted stock, stock
option and SAR plans, which provide compensation intended to serve as
incentive for performance to occur over a period longer than one fiscal
year, whether such performance is measured by reference to financial
performance of the Company or an affiliate, the Company's stock price,
or any other measure.
Compensation of Directors. There are no contractual arrangements with
any member of the Board of Directors. Directors receive for their
services a retainer fee payable in shares of the Company's Common Stock,
currently at the rate of 5,000 shares earned per quarter of completed
service. During the year ended September 30, 1995, 70,000 shares were
earned, of which 20,000 were issued during fiscal 1995. In October
1995, an additional 40,000 shares were issued for fiscal 1995 service.
The remaining 10,000 shares earned for fiscal 1995 service have not been
issued as of the date of this filing.
As additional compensation, Directors may receive two forms of options,
'at-the-money' and 'out-of-the-money'. The at-the-money options were
granted May 27, 1993 and June 4, 1995 and are more fully described in
notes 2 and 3, respectively, to the 'Summary Compensation Table' above.
Contemporaneously with those grants to Directors, options with identical
terms were also granted to the CEO and a key consultant of the Company,
vesting at a rate of 20,000 and 10,000 per quarter, respectively. In
sum, at-the-money options to purchase a total of 560,000 shares were
authorized under each of the two grants.
The Directors were granted out-of-the-money options on October 6, 1995
with the following terms. Each Director is authorized to receive
options to purchase up to 250,000 shares of the Company's common stock
at an exercise price set at fifty percent above the closing price of
$1.50 on the grant date, or $2.25 per share. These options, however,
vest only in the event that within one year of the grant-date the
Company's stock maintains an average price above $2.00 per share for 30
or more trading days. Once vested, these options are exercisable until
October 5, 2000. Out-of-the-money options with identical terms were
also granted to the CEO and an executive officer of the Company, to
purchase up to 500,000 and 250,000 shares of the Company's common stock,
respectively. In sum, the Company has granted out-of-the-money options
in an amount authorized to purchase a total of 1,750,000 shares.
Compensation Committee Interlocks and Insider Participation. There
are no compensation committee interlocks. With respect to insider
participation, Spenst Hansen and Orson Mabey, III, participated in
deliberations of the Company's Board of Directors during fiscal 1995
concerning executive officer compensation.
Board of Directors Report on Executive Compensation. The following
report is not soliciting material and shall not be deemed to be filed
with the SEC or subject to the SEC's proxy rules, or to the liabilities
established under Section 18 of the Exchange Act, and the information
contained herein shall not be deemed to be incorporated by reference
into any filing made by the Company under the Exchange Act or under the
Securities Act of 1933.
To the Shareholders of Centurion Mines Corporation:
As members of the Board of Directors it is our responsibility to review
and set compensation levels of the executive officers of the Company,
evaluate the performance of management and consider management
appointments and related matters. All decisions are decisions of the
full Board. The Board considers the performance of the Company and how
compensation paid by the Company compares to compensation generally in
the mining industry for this region and among similar companies. In
establishing executive compensation, the Board bases its decision, in
part, on achievement and performance regarding broad-based objectives
and targets relating to the continued acquisition of favorable mineral
properties and the progress of exploration and development of such
mineral properties, as well as the Company's financial performance.
For fiscal 1995, as in years past, the Company's executive compensation
policy consisted of a combination of three variable elements: base
salary, stock awards and option grants. The policy factors which
determine the setting of these compensation elements are largely aimed
at attracting and retaining executives considered essential to the
Company's long-term success. The granting of stock and/or options is
designed as an incentive to increasingly focus management's interests in
closer alignment with the interests of shareholders. The Company's
executive compensation policy seeks to engender committed leadership and
strategic management to favorably posture the Company for continued
growth, stability and strength of shareholder equity.
For fiscal 1995, the salary of Spenst Hansen, the Company's Chief
Executive Officer, remained at $36,000 per annum, the level set
beginning fiscal 1994. In reviewing Mr. Hansen's salary, the Board
noted that the Company has continued making substantial progress in its
exploration and development stage activities, in particular, with
respect to the Tintic and Beaver area properties. The Company did not
acquire additional mining-related companies, aside from the completion
of the Dotson Exploration acquisition. Further, the Board recognized
Mr. Hansen's significant role in raising approximately $1,500,000 of
operating capital during fiscal 1995 to fund the Company's exploration
and development activities. In addition, the Board recognized Mr.
Hansen's lead efforts in establishing water rights for the Mammoth Mine
area and in developing joint venture arrangements in the Milford area
properties. The Board noted that in comparing five-year cumulative
total returns, the Company has consistently outperformed a peer group of
ten non-production, gold-related mining companies listed on the NASDAQ
SmallCap market, and has generally performed at about the same
approximate level as the NASDAQ Stock Market as a whole (for U.S.
companies). The Board took into account the increase in shareholders'
equity from $2,669,776 at the end of fiscal 1992 to $8,265,862 at the
end of fiscal 1995, but also the increase in net loss per share from
$0.02 to $0.11 during the same period. Finally, the Board of Directors
took into account the modest amount of Mr. Hansen's salary in comparison
with regional CEO salaries within the mining industry. On the basis of
the above factors, the Board determined that a merit salary of $36,000
was in order. No other Officers received a salary increase during
fiscal 1995.
With respect to stock and option awards during fiscal 1995, the Board of
Directors did not modify the amount of shares, or options that Directors
and the CEO are entitled to receive as partial compensation for service
to the Company.
The Board believes that executive compensation during fiscal 1995
adequately reflects the Company's compensation policies and performance.
From All Members of the Entire Board of Directors,
Spenst Hansen, Chairman
Orson Mabey, III
J.D.H. Morgan
Mark D. Dotson
<PAGE>
Performance Graph. The following is a line graph comparing
(1) the yearly percentage change in the Company's cumulative total
shareholder return on its Common Stock with (2) the cumulative
total return of a broad equity market index and (3) the cumulative
total return of an industry index, peer line-of-business index, <F1>
or a group of similarly capitalized issuer companies.
NOTE:
The electronically transmitted version of this Form 10-K presents the
data comprising the Performance Graph in tabular format. <F2> The data
comprising both the actual Performance Graph and the tabular summary
below, as well as the actual Performance Graph itself, were compiled
and prepared by the Center for Research in Security Prices (CRSP),
and were produced on 12/01/95 including data to 09/29/95, the last
trading day of fiscal 1995.
<TABLE>
<CAPTION>
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURNS <F3>
PERFORMANCE GRAPH FOR CENTURION MINES CORPORATION
Year-End Summary <F4> 09/28/90 <F5> 09/30/91 09/30/92 09/30/93 09/30/94 09/29/95
_______________________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C>
CENTURION $100.00 $171.80 $102.60 $543.60 $266.70 $256.40
NASDAQ Stock Market $100.00 $157.30 $176.30 $231.00 $232.90 $320.70
Peer Group $100.00 $ 66.30 $ 64.70 $ 96.50 $ 96.80 $ 78.70
<FN>
<F1> COMPANIES IN THE SELF-DETERMINED PEER GROUP:
Brush Creek Mining & Dev Inc Chief Consolidated Mng Co
Consolidated Ramrod Gold Corp Cornucopia Resources Ltd
Gold Reserve Corp Gold Standard Inc
La Teko Resources Ltd Pacific Sentinel Gold Corp
Piedmont Mining Co Inc United States Gold Corp
<F2> The numbers listed in the two tables depicted here represent year-end and monthly index
levels derived from compounded daily returns that include all dividends.
<F3> The indexes are reweighted daily, using the market capitalization on the previous
trading day.
<F4> If the monthly interval, based on the fiscal year-end, is not a trading day, the preceding
trading day is used.
<F5> The index level for all series was set to $100.00 on 09/28/90, the last trading day of
fiscal 1990.
</FN>
</TABLE>
<TABLE>
<CAPTION>
COMPARISON OF CUMULATIVE TOTAL RETURNS AT MONTH-END INTERVALS
FY Date Company Index Market Index Peer Index
_________________________________________________________________
<S> <C> <C> <C> <C>
Fiscal 09/28/90 100.000 100.000 100.000
1991 10/31/90 87.179 96.060 85.642
11/30/90 107.692 105.227 75.281
12/31/90 107.692 109.785 68.918
01/31/91 153.846 121.954 71.663
02/28/91 197.436 133.685 75.098
03/28/91 179.487 142.630 78.796
04/30/91 207.692 143.533 83.255
05/31/91 171.795 150.122 71.913
06/28/91 158.974 140.979 81.462
07/31/91 210.256 149.324 72.495
08/30/91 179.487 156.745 65.714
09/30/91 171.795 157.319 66.271
Fiscal 10/31/91 164.103 162.536 63.195
1992 11/29/91 135.897 157.086 67.037
12/31/91 143.590 176.265 57.878
01/31/92 161.538 186.572 64.328
02/28/92 125.641 190.800 61.933
03/31/92 112.821 181.796 53.960
04/30/92 105.128 174.000 59.871
05/29/92 107.692 176.260 81.520
06/30/92 102.564 169.369 67.347
07/31/92 112.821 175.368 72.420
08/31/92 87.179 170.009 67.707
09/30/92 102.564 176.328 64.667
Fiscal 10/30/92 112.821 183.274 58.280
1993 11/30/92 123.077 197.854 63.049
12.31/92 92.308 205.139 76.465
01/29/93 76.923 210.979 89.615
02/26/93 71.795 203.109 86.219
03/31/93 138.462 208.987 84.996
04/30/93 138.462 200.069 101.346
05/28/93 251.282 212.021 117.575
06/30/93 364.103 213.000 112.527
07/30/93 430.769 213.255 118.076
08/31/93 543.590 224.275 103.078
09/30/93 543.590 230.954 96.468
Fiscal 10/29/93 543.590 236.152 120.533
1994 11/30/93 564.103 229.122 126.251
12/31/93 558.974 235.506 123.747
01/31/94 666.667 242.644 124.140
02/28/94 697.436 240.435 112.491
03/31/94 594.872 225.628 107.226
04/29/94 502.564 222.702 97.167
05/31/94 415.384 223.259 93.759
06/30/94 338.461 215.120 91.698
07/29/94 369.231 219.530 92.961
08/31/94 233.333 233.518 87.110
09/30/94 266.667 232.924 96.783
Fiscal 10/31/94 323.077 237.462 86.052
1995 11/30/94 312.820 229.562 82.291
12/30/94 287.179 230.266 90.920
01/31/95 292.308 231.545 82.188
02/28/95 292.308 243.738 79.105
03/31/95 276.923 250.841 86.308
04/28/95 266.667 258.888 84.652
05/31/95 251.282 265.665 88.710
06/30/95 210.256 286.760 80.803
07/31/95 200.000 307.435 80.807
08/31/95 343.590 313.767 89.427
09/29/95 256.410 320.672 78.712
</TABLE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
Security Ownership of Certain Beneficial Owners and Management.
The following table sets forth as of January 9, 1996, the beneficial
ownership of Common Stock with respect to: (1) All persons known to
the Company to be the beneficial owners of more than five percent of the
outstanding shares of Common Stock (the 'Principal Shareholders');
(2) Each Director and Director nominee of the Company; (3) Each Named
Executive Officer (as that term is defined in the section entitled
'Executive Compensation', below) who is listed in the 'Summary
Compensation Table', below, and (4) All Directors and Executive Officers
as a group.
<TABLE>
<CAPTION>
COMMON STOCK BENEFICIALLY OWNED <F1>
<S> <C> <C>
No. of Shares Percent of Class
1. Name and Address of
Principal Shareholder(s)
Spenst M. Hansen 4,917,062 <F2> 20.3%
48 West 300 South
Suite 1401 North
Salt Lake City, UT 84101
2. Directors
Spenst M. Hansen 4,917,062 <F2> 20.3%
Orson Mabey, III 263,333 <F3> 1.1%
J.D.H. (David) Morgan 235,000 <F4> 1.0%
Mark D. Dotson 30,000 <F5> *
3. Named Executive Officers -
Excluding Any Director Named Above
None n/a n/a
4. All Directors and Executive
Officers as a Group (6 Persons)
5,555,645 <F6> 22.7%
_________________
<FN>
<F1> All shares are owned beneficially and of record, unless otherwise noted. Percentages
less than 1% are marked with an asterisk ( * ).
<F2> Includes 115,000 shares for Director and CEO fees that had vested but had not been issued
as of the date of this filing, and 30,000 options that have or will have vested with rights
to acquire the underlying shares within 60 days of this filing.
<F3> Includes 110,000 options that have or will have vested with rights to acquire the
underlying shares within 60 days of this filing.
<F4> Includes 5,000 shares for Director fees that had vested but had not been issued as of the
date of this filing, and 110,000 options that have or will have vested with rights to
acquire the underlying shares within 60 days of this filing.
<F5> Includes 30,000 options that have or will have vested with rights to acquire the underlying
shares within 60 days of this filing.
<F6> Includes for all members of this group a total of 120,000 shares for fees that had been
earned, collectively, but had not been issued as of the date of this filing, and a total of
290,000 options that have or will have vested with rights to acquire the underlying shares
within 60 days of this filing.
</FN>
</TABLE>
<PAGE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Certain Relationships and Related Transactions. Centurion rents
certain technical geological equipment and field vehicles from Axis
Geophysics Company (Axis), a sole proprietorship operated by Spenst
Hansen, an Officer, Director, and principal shareholder of Centurion.
Centurion is billed approximately 25 percent less for this equipment
than prevailing rates for similar services in the industry. Centurion
paid Axis approximately $30,000, $24,000, and $3,000 during the years
ended September 30, 1995, 1994, and 1993, respectively. Although the
transactions were not the result of arm's length negotiations, they were
unanimously approved by the Board of Directors of Centurion and are
believed by management to be more favorable than could have been
obtained from unrelated third parties.
Keystone Surveys, Inc. ("Keystone"), a corporation owned by Mr. Hansen,
has in the past leased non-management personnel to Centurion. Centurion
was charged 123 percent of the gross wages as payment in full of covered
employees' wages and Keystone's costs, including all employer paid
federal, state, and local taxes (approximately 16 percent of gross
wages), and administrative charges (approximately 7 percent). Centurion
paid Keystone approximately $10,800, $238,000, and $121,000 during the
years ended September 30, 1995, 1994, and 1993, respectively. Keystone
Surveys ceased leasing personnel to Centurion in 1994. This function
was taken over by a new subsidiary of Centurion, namely Centurion
Exploration, Inc.
During fiscal 1994, Spenst Hansen purchased surface rights to
approximately ten acres in Mammoth, Utah, from Mammoth Mining Company
for $10,000. This purchase included existing buildings in varying
degrees of disrepair and was transacted to initiate preservation of the
historical significance of the buildings.
Consulting Agreement and Benefits. Commencing October 1, 1992, Mr.
Barry Katona entered into a Consulting Agreement with the Company which
provided for an annual retainer of $75,000. During fiscal 1995 and
1994, Mr. Katona was paid $75,000 each year under the terms of the
Consulting Agreement and $7,864 and $8,835, respectively, for
reimbursement of business expenses. The Agreement has been extended to
December 31, 1996. Mr. Katona has agreed to accept stock in the place
of cash.
Exercise of Stock Options. During the year ended September 30, 1992,
the Company allowed Mr. Katona to exercise options to purchase 100,000
shares of the Company's common stock at $.235 per share in exchange for
a $23,500 unsecured, non-interest bearing promissory note. These
100,000 shares are held in escrow until the repayment of this loan. The
receivable related to this sale of stock has been reflected as contra-
equity in the accompanying consolidated financial statements. In May
1993, the Company granted an additional option to Mr. Katona for 10,000
shares of common stock accrued quarterly over a two year period, for a
total of 80,000 shares of common stock, at a price of $1.50 per share
under the 1991 Stock Option and Stock Award Plan, exercisable until
April 1, 1996. None of these options has been exercised.
Advances to Related Parties. During the years ended September 30,
1992 and 1993, Centurion advanced $995 and $1,054, respectively, to
Keystone Surveys, Inc., a company affiliated with Mr. Hansen. These
advances were to allow certain mining properties to be acquired as
nominee for the benefit of Centurion. If these properties are
determined by Centurion to be desirable, they will be transferred to
Centurion at cost. None of the advances bear interest or are secured.
There is not a limit concerning how long such advances may remain
outstanding. To date, the advances have not been repaid. No advances
were made to Keystone Surveys or other related parties during 1995 or
1994 on behalf of other companies controlled by Mr. Hansen, or to any
other business entity not a subsidiary of the Company.
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
A. Index to Supplemental Schedules
TITLE OF DOCUMENT PAGE NO.
Supplemental schedules:
Report of Independent Public Accountants on Schedules F-27
Schedule V - Property and equipment for the years ended
September 30, 1995, 1994 and 1993 F-28
Schedule VI - Accumulated depreciation, depletion and
amortization of property and equipment for the years ended
September 30, 1995, 1994 and 1993 F-29
All other schedules are omitted because they are not applicable or the
required information is included in the financial statements or notes
thereto.
B. Reports on Form 8-K
During the 1995 fiscal year the Company filed four reports on Form 8-K,
dated November 3, 1994, January 12, 1995, February 1, 1995, and August
23, 1995.
C. Index to Exhibits
The following documents are incorporated herein by reference to
Centurion's Registration Statement on Form 10, as filed with the
Securities and Exchange Commission, dated September 16, 1988.
EXHIBIT SEC. NO. DOCUMENT
3.1 3 Articles of Incorporation
3.2 3 Articles of Amendment
3.3 3 By-Laws of the Company
10.1 10 North Lily Mining Lease
10.2 10 Sharon Steele Lease
The following document is incorporated herein by reference and was filed
under Form 8-K on May 23, 1990.
10.3 10 Centurion/Crown Joint Venture Agreement
The following document is incorporated herein by reference and was filed
under Form 10-K, 1991.
4.1 4 Amendment to Articles of Incorporation Limiting
Director Liability
The following documents are incorporated herein by reference and were
filed under Form 8-K on August 25, 1992 and September 28, 1992.
10.4 10 Sale of Mining Properties By Royal Minerals, Inc.
10.5 10 Change of Independent Public Accountants
The following documents are incorporated herein by reference and were
filed under Form 10-K, 1992.
10.6 10 Deed with Reservation of Mineral Royalty - January
1992 Sale of 80 acres to Kennecott
10.7 10 July 1992 Purchase and Sale Agreement of 16,880
acres to Kennecott
10.8 10 July 1992 Kennecott Option to Purchase 6,320 acres
10.9 10 Deed and Assignment with Reservation of Mineral
Royalty - September 1992 Sale of 6,320 acres to
Kennecott
10.10 10 Settlement of Centurion/Crown Litigation
10.11 10 Consultant Agreement - Barry Katona
The following documents are incorporated herein by reference and were
filed under Form 8-K on March 23, 1993, and June 23, 1993.
10.12 10 Agreement in Principle to form Kennecott/Centurion
Joint Venture.
10.13 10 Private Placement of 1,404,000
The following document is incorporated herein by reference and was filed
under Form 8-K, dated April 29, 1994.
10.14 10 Letter Agreement between Consolidated Royal Mines,
Inc. and Montana Reserves Company, related to the
Montanore Project.
The following document is incorporated herein by reference and was filed
under Form 8-K, dated November 3, 1994.
16.1 16 Letter to the Commission from Arthur Andersen LLP
concurring with disclosures concerning its dismissal
as Centurion's independent auditor.
The following documents are incorporated herein by reference and were
filed under Form 10-K, dated January 13, 1995.
3.2 3(i) Articles of Amendment
10.15 10 Stock Purchase Agreement between Centurion ("CTMC")
and Dotson Exploration Company ("DEC") dated
February 9, 1994
10.16 10 First Amendment to Stock Purchase Agreement between
CTMC and DEC dated March 21, 1994
10.17 10 Second Amendment to Stock Purchase Agreement between
CTMC and DEC dated March 22, 1994
10.18 10 Third Amendment to Stock Purchase Agreement between
CTMC and DEC dated April 15, 1994
10.19 10 Agreement and Plan of Reorganization between
Jefferson-Pacific Corp. ("JP") and CTMC dated May
20, 1994
10.20 10 First Amendment to Agreement and Plan of
Reorganization between JP and CTMC dated July 14,
1994
10.21 10 Articles of Share Exchange between JP and CTMC dated
September 30, 1994, filed in the State of Utah
10.22 10 Articles of Share Exchange between JP and CTMC dated
September 30, 1994, filed in the State of Washington
The following document is incorporated herein by reference and was filed
under Form 8-K, dated August 23, 1995.
99.01 99 Letter to Registrant from SEC Salt Lake District
Office, dated August 23, 1995, indicating
termination of SEC staff inquiry investigation.
The following document is filed as an Exhibit to this Form 10-K and
incorporated by reference herein.
27.01 27 Financial Data Schedule to Form 10-K for the Year
Ended September 30, 1995
<PAGE>
POWER OF ATTORNEY
The Registrant and each person whose signature appears below has
designated and appointed Spenst Hansen and Carlos M. Chavez, and each of
them as its or his true attorneys-in-fact ("Attorneys-in-Fact") with
full power to act alone and authority to execute in the name of each
such person, and to file with the Securities and Exchange Commission,
together with any exhibits thereto and other documents therewith, any
and all amendments to this Form 10-K that may be necessary or advisable
to enable the Registrant to comply with the Securities Exchange Act of
1934, as amended, and all rules, regulations and requirements pertaining
thereto, which amendments may make such other changes in the Form 10-K
as the aforesaid Attorneys-in-Fact executing the same deem appropriate.
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.
CENTURION MINES CORPORATION
/s/ Spenst Hansen /s/ Randy Sutherland
Spenst Hansen, President Randy Sutherland
Chief Executive Officer Principal Financial and
Accounting Officer
Dated: 1/12/96 Dated: 1/12/96
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of
the Company and in the capacities and on the dates indicated.
CENTURION MINES CORPORATION
/s/ Spenst Hansen Dated: 1/12/96
By: Spenst Hansen, Chairman
/s/ Orson Mabey, III Dated: 1/12/96
By: Orson Mabey III, Director
/s/ J.D.H. Morgan Dated: 1/12/96
By: J.D.H. (David) Morgan, Director
/s/ Mark Dotson Dated: 1/12/96
By: Mark Dotson, Director
<PAGE>
<PAGE>
CENTURION MINES CORPORATION AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1995 AND 1994
F-1
<PAGE>
C O N T E N T S
Independent Auditors' Report.. . . . . . . . . . . . . . F-3
Consolidated Balance Sheets. . . . . . . . . . . . . . .. F-4
Consolidated Statements of Operations.. . . . . . . . . ..F-6
Consolidated Statements of Stockholders' Equity. . . . . F-7
Consolidated Statements of Cash Flows. . . . . . . . . . .F-10
Notes to the Consolidated Statements. . . . . . . . . . . F-12
F-2
<PAGE>
<PAGE>
<AUDIT REPORT>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors
Centurion Mines Corporation and Subsidiaries
Salt Lake City, Utah
We have audited the accompanying consolidated balance sheets of
Centurion Mines Corporation and Subsidiaries as of September
30, 1995 and 1994 and the related consolidated statements of
operations, cash flows and stockholders' equity for the years
ended September 30, 1995, 1994 and 1993. These consolidated
financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on
these consolidated financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether
the consolidated financial statements are free of material
misstatements. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the
consolidated financial statements. An audit also includes
assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects the financial
position of Centurion Mines Corporation and Subsidiaries as of
September 30, 1995 and 1994 and the results of their operations
and their cash flows for the years ended September 30, 1995,
1994 and 1993 in conformity with generally accepted accounting
principles.
/s/ Jones, Jensen & Company
Jones, Jensen & Company
December 15, 1995
</AUDIT REPORT>
F-3
<PAGE>
<PAGE>
<TABLE>
CENTURION MINES CORPORATION AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1995 AND 1994
CENTURION MINES CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
ASSETS
<CAPTION>
September 30,
1995 1994
<S> <C> <C>
CURRENT ASSETS
Cash $ 17,510 $ 710,026
Accounts receivable 5,000 -
Advances to related
parties (Note 9) 197,839 83,068
Prepaid mining leases 89,747 99,674
Marketable securities
(Note 6) - -
Total Current Assets 310,096 892,768
MINERAL PROPERTIES
(Note 3) 7,974,092 7,380,822
PROPERTY AND EQUIPMENT
(Note 2)
Furniture and office
equipment 215,530 202,502
Field equipment 314,513 75,543
Leasehold improvements 8,845 2,480
Vehicles 100,220 92,027
Less - accumulated
depreciation and
amortization (270,716) (164,388)
Total Property and
Equipment 368,392 208,164
OTHER ASSETS 5,890 11,046
TOTAL ASSETS $ 8,658,470 $ 8,492,800
</TABLE>
F-4
<PAGE>
CENTURION MINES CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
<TABLE>
LIABILITIES AND STOCKHOLDERS' EQUITY
<CAPTION>
September 30,
1995 1994
<S> <C> <C>
CURRENT LIABILITIES
Accounts payable $ 216,649 $ 104,697
Accrued expenses 11,818 118,050
Payable to related
party (Note 9) - 7,131
Advances from
shareholder (Note 9) 33,400 25,719
Notes payable
(Note 7) 100,000 -
Total Current
Liabilities 361,867 255,597
MINORITY INTEREST IN
CONSOLIDATED
SUBSIDIARIES 30,741 296,896
COMMITMENTS AND
CONTINGENCIES
(Notes 10, 11, and 12) - -
STOCKHOLDERS' EQUITY
Common stock, $.01
par value; 30,000,000
shares authorized,
23,804,671 and
22,157,921 shares
issued and
outstanding,
respectively 238,047 221,579
Additional paid-in
capital 17,045,090 14,400,348
Accumulated deficit (8,994,025) (6,358,370)
Receivable related
to sale of common
stock (23,250) (323,250)
Total Stockholders'
Equity 8,265,862 7,940,307
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 8,658,470 $ 8,492,800
</TABLE>
F-5
<PAGE>
<TABLE>
CENTURION MINES CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations
<CAPTION>
For the Years Ended September 30,
1995 1994 1993
<S> <C> <C> <C>
REVENUES
Operating revenue $ - $ - $ -
Total Revenues - - -
OPERATING COSTS
General and
administrative 1,737,027 2,079,381 992,311
General and
administrative
- related party
(Note 9) 39,849 262,333 47,462
Mineral leases 204,821 138,761 122,466
Depreciation and
amortization 106,328 38,823 16,961
Total Operating
Costs 2,088,025 2,519,298 1,179,200
LOSS FROM
OPERATIONS (2,088,025) (2,519,298) (1,179,200)
OTHER INCOME
(EXPENSE)
Interest and
other income 29,956 48,856 21,682
Interest expense (2,501) (980) (809)
Loss from dilution
of equity investment
in subsidiary - (40,877) (20,471)
Loss on investments
accounted for under
the equity method (686,809) - -
Loss from
disposition
of assets (154,431) - -
Total Other
Income (Expense) (813,785) 6,999 402
NET INCOME (LOSS)
BEFORE MINORITY
INTERESTS (2,901,810) (2,512,299) (1,178,798)
MINORITY INTERESTS
IN LOSS OF
CONSOLIDATED
SUBSIDIARIES 266,155 139,509 36,285
NET INCOME(LOSS) (2,635,655) (2,372,790) (1,142,513)
NET INCOME (LOSS)
PER COMMON SHARE $ (.11) $ (.12) $ (.06)
WEIGHTED AVERAGE
COMMON SHARES
OUTSTANDING 23,266,388 20,480,292 17,661,641
</TABLE>
F-6
<PAGE>
<TABLE>
CENTURION MINES CORPORATION AND SUBSIDIARIES
Consolidated Statements of Stockholders' Equity
<CAPTION>
Receivable
Related to
Common Stock Additional Accumu- Deferred Sale of
Shares Paid in lated Compen- Common
Issued Amount Capital Deficit sation Stock
<S> <C> <C> <C> <C> <C> <C>
Balance,
9/30/92 16,342,264 $163,423 $5,389,765 $(2,843,067) $(17,095) $(23,250)
Issuance of shares
to employees,
officers, and
consultants for
services at prices
ranging from $.37
to $3.31 per share 505,643 5,056 403,025 - - -
Issuance of shares
for lease payments
at $.69 per share 5,000 50 3,400 - - -
Issuance of shares
for cash at prices
ranging from $.50
to $1.00 per share,
including 260,000
shares issued as
payment for offering
costs 1,780,000 17,800 1,312,200 - - -
Issuance of shares
to satisfy debt at
prices ranging from
$.37 to $1.00 per
share 335,069 3,351 174,643 - - -
Issuance of shares
for purchase of
mineral properties
at prices ranging
from $1.17 to $2.53
per share 66,661 667 127,095 - - -
Shares issued for
purchase of purchase
option agreement at
prices ranging from
$2.10 to $3.69 per
share 54,000 540 137,257 - - -
Issuance of shares
to directors for
compensation by
subsidiary - - 99,247 - - -
Amortization of
deferred
compensation - - - - 17,095 -
Net loss for the
year ended 9/30/93 - - - (1,142,513) - -
Balance, 9/30/93 19,088,637 $190,887 $7,646,632 $(3,985,580) $ - $(23,250)
</TABLE>
F-7
<PAGE>
<TABLE>
CENTURION MINES CORPORATION AND SUBSIDIARIES
Consolidated Statements of Stockholders' Equity
<CAPTION>
Receivable
Related to
Common Stock Additional Accumu- Deferred Sale of
Shares Paid in lated Compen- Common
Issued Amount Capital Deficit sation Stock
<S> <C> <C> <C> <C> <C> <C>
Balance, 9/30/93 19,088,637 $190,887 $7,646,632 $(3,985,580) $ - $(23,250)
Issuance of shares
to employees,
officers and
consultants for
services at prices
ranging from $1.42
to $3.94 per share 118,350 1,183 327,476 - - -
Issuance of shares
for directors fees
at prices ranging
from $1.63 to
$4.13 per share 40,000 400 92,787 - - -
Issuance of shares
for cash at prices
ranging from $.50
to $2.75 per share 2,641,000 26,410 5,058,600 - - (300,000)
Issuance of shares
for purchase of
mineral properties
at prices ranging
from $2.40 to $4.50
per share 120,600 1,206 452,890 - - -
Issuance of shares
for payment of a
note at $2.34 per
share 8,534 85 19,915 - - -
Issuance of shares
for the purchase
of equity
investments at
prices ranging
from $2.02 to
$4.38 per share 140,800 1,408 802,048 - - -
Net loss for the
year ended 9/30/94 - - - (2,372,790) - -
Balance, 9/30/94 22,157,921 $221,579 $14,400,348 $(6,358,370) $ - $(323,250)
</TABLE>
F-8
<PAGE>
<TABLE>
CENTURION MINES CORPORATION AND SUBSIDIARIES
Consolidated Statements of Stockholders' Equity
<CAPTION>
Receivable
Related to
Common Stock Additional Accumu- Deferred Sale of
Shares Paid in lated Compen- Common
Issued Amount Capital Deficit sation Stock
<S> <C> <C> <C> <C> <C> <C>
Balance, 9/30/94 22,157,921 $221,579 $14,400,348 $(6,358,370) $ - $(323,250)
Issuance of shares
to employees,
officers and
consultants for
services at prices
ranging from $1.25
to $2.25 per share 280,750 2,808 689,002 - - -
Issuance of shares
for directors fees
at prices ranging
from $1.25 to
$2.13 per share 143,000 1,430 201,870 - - -
Issuance of shares
for cash at prices
ranging from $1.07
to $1.62 per share 1,110,000 11,100 1,555,900 - - -
Issuance of shares
in lieu of
outstanding debt
at prices ranging
from $1.53 to $1.72
per share 8,000 80 12,970 - - -
Issuance of shares
for the purchase of
equity investments
at $1.77 per share 105,000 1,050 185,000 - - -
Stock subscription
received - - - - - 300,000
Net loss for the year
ended 9/30/95 - - - (2,635,655) - -
Balance, 9/30/95 23,804,671 $238,047 $17,045,090 $(8,994,025) $ - $ (23,250)
</TABLE>
F-9
<PAGE>
CENTURION MINES CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
For the Years Ended September 30,
1995 1994 1993
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES
Net income (loss) $(2,635,655) $(2,372,790) $(1,142,513)
Adjustments to reconcile
net income (loss) to
net cash used in operating
activities:
Compensation and other
expenses paid through
issuance of common stock 691,810 328,659 206,101
Issuance of common stock
to directors for
compensation 203,300 93,187 99,247
Amortization of deferred
compensation - - 17,095
Depreciation and
amortization 106,328 38,823 16,961
Minority interests (266,155) 112,744 2,434
Changes in assets and
liabilities net of
effect of acquisitions:
Accounts receivable (5,000) 145,763 226,237
Prepaid mining leases 9,927 (19,229) (50,573)
Other assets 5,156 49,142 (329)
Accounts payable 125,002 (95,733) 90,886
Accrued expenses (106,232) 118,050 (48,000)
Net Cash Provided (Used)
By Operating Activities (1,871,519) (1,601,384) (582,454)
CASH FLOWS FROM INVESTING
ACTIVITIES
Purchase of property
and equipment (266,556) (217,903) (15,879)
Acquisition and exploration
of mineral properties (307,220) (1,555,156) (345,063)
Cash paid for equity
investments, net of
cash acquired - (914,649) (172,417)
Advances to related
parties (182,904) (64,406) (33,577)
Payments from related
parties 68,133 25 30,855
Net Cash Provided
(Used) by Investing
Activities $(688,547) $(2,752,089) $ (536,081)
</TABLE>
F-10
<PAGE>
CENTURION MINES CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
For the Years Ended September 30,
1995 1994 1993
<S> <C> <C> <C>
CASH FLOWS FROM FINANCING
ACTIVITIES
Issuance of common
stock for cash $1,867,000 $4,785,010 $ 1,330,000
Advances from shareholder 33,400 9,490 104,000
Payments to shareholder (32,850) (6,667) (102,983)
Net Cash Provided (Used)
by Financing Activities 1,867,550 4,787,833 1,331,017
NET INCREASE (DECREASE)
IN CASH (692,516) 434,360 212,482
CASH, BEGINNING OF
YEAR 710,026 275,666 63,184
CASH,END OF YEAR $ 17,510 $ 710,026 $ 275,666
SUPPLEMENTAL DISCLOSURES
OF CASH FLOW INFORMATION:
Cash paid during the
year for:
Income taxes $ 700 $ 800 $ 100
Interest $ 2,248 $ 980 $ 809
</TABLE>
<PAGE>
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING
ACTIVITIES:
During the year ended September 30, 1995, Centurion issued 8,000
shares of common stock valued at $13,050 in lieu of cash payments
for outstanding debt. Centurion also issued 105,000 shares of
common stock valued at $186,050 for equity positions in
subsidiaries.
During the year ended September 30, 1994, Centurion issued
120,600 shares of common stock valued at $454,096 for the
acquisition of mineral properties. Centurion also issued 8,534
shares of common stock valued at $20,000 in lieu of a cash
payment on a note owed for the acquisition of mineral properties.
In addition, Centurion issued 140,800 shares of common stock
valued at $803,456 for equity positions in subsidiaries.
During the year ended September 30, 1993, Centurion issued 25,000
shares of common stock valued at $29,219 and paid $25,700 for
4,408,000 shares of Tintic Coalition Mines Corporation's common
stock (see Note 5).
During the year ended September 30, 1993, Centurion issued 41,661
shares of common stock valued at $98,543 for mineral properties.
In addition, Centurion issued 54,000 shares of common stock
valued at $137,797 for an option to purchase mineral properties
and 117,700 shares valued at $265,384 in lieu of a cash payment
for capitalized exploration services.
During the year ended September 30, 1993, $118,040 of payables to
related parties were converted into 322,600 shares of common
stock of Centurion.
F-11
<PAGE>
CENTURION MINES CORPORATION AND SUBSIDIARIES
Notes to the Consolidated Statements September 30, 1995 and 1994
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Centurion Mines Corporation (" Centurion") was incorporated on June
21, 1984 under the laws of the State of Utah. Centurion and its
subsidiaries (collectively the "Company") operate as a mineral
resource company actively engaged in the acquisition and
exploration of mineral properties containing gold, silver, copper
and other metals. The Company conducts its business as a "junior"
natural resource company, meaning that it intends to receive income
from property sales or joint ventures with larger companies.
A majority of the $7,974,092 of mineral properties included in the
accompanying consolidated balance sheet as of September 30, 1995 is
related to exploration properties. The Company has not determined
whether the exploration properties contain ore reserves that are
economically recoverable. The ultimate realization of the Company's
investment in exploration properties is dependant upon the success
of future property sales, the existence of economically recoverable
reserves, the ability of the Company to obtain financing or make
other arrangements for development and upon future profitable
production. The ultimate realization of the Company's investment in
exploration properties cannot be determined at this time and,
accordingly, no provision for any asset impairment that may result,
in the event the Company is not successful in developing or selling
these properties, has been made in the accompanying consolidated
financial statements.
The Company has incurred operating losses from inception to date
and as of September 30, 1995 has an accumulated deficit of
$8,994,025. During the year ended September 30, 1995, the Company's
operations used $1,871,519 of cash and the Company used $688,547 of
cash in investing activities. The Company's cash was provided from
the sale of 1,110,000 shares of common stock for $1,567,000.
Management expects that the Company's cash expenditures for the
fiscal year ended September 30, 1996 will consist of the following:
$500,000 for exploration activities, $380,000 for production
related activities, $100,000 for acquisition of mineral properties,
$220,000 for property lease payments, and $1,800,000 for general
and administrative expenses. Management also expects that the
Company's cash receipts for the fiscal year ended September 30,
1996 will consist of the following: $100,000 from the sale of
properties, $1,000,000 of production income, $1,200,000 from the
partial liquidation of Centurion's ownership in Royal Silver Mines,
Inc. stock, and $500,000 from joint venture partners. In addition
1) at September 30, 1995, the Company had a working capital deficit
of $51,771; 2) the Company is currently negotiating to sell
additional properties and contemplates financing further
exploration of its mineral properties through joint venture
arrangements. However, if the Company is not successful in raising
additional equity capital, is not able to sell some of its mineral
properties, or is not able to negotiate joint venture arrangements,
the Company will reduce the level of expenditures to match its cash
flow position.
F-12
<PAGE>
CENTURION MINES CORPORATION AND SUBSIDIARIES
Notes to the Consolidated Statements
September 30, 1995 and 1994
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying consolidated financial statements include the
accounts of Centurion and its subsidiaries, Centurion Exploration
Incorporated ("CEI"), Dotson Exploration Company ("DEC") and
Mazama Gold Corporation ("Mazama"), wholly-owned subsidiaries;
Mammoth Mining Company ("MMC") , an 81.8 percent-owned
subsidiary; The Gold Chain Mining Company ("GCMN"), a 61.1
percent-owned subsidiary; Opohongo Mining Company ("OMC"), a 53.0
percent-owned subsidiary before dissolution; Cleveland Mining
Company ("CMC"), a 66.3 percent-owned subsidiary before
dissolution; and Tintic Coalition Mines Corporation ("TCM"), an
80 percent-owned subsidiary. All significant intercompany
transactions and accounts have been eliminated in consolidation.
Centurion acquired its interests in CMC, MMC, GCMN, and DEC
during the year ended September 30, 1994. Centurion acquired its
interests in CEI and TCM during the year ended September 30,
1993. The interest in Mazama was acquired during the year ended
September 30, 1992 (see Note 5). OMC and CMC were statutorily
dissolved at the end of September 1995. The minority shares were
redeemed and the remaining assets, primarily mineral properties,
were transferred to Centurion Mines Corporation.
a. Mineral Properties
Costs of acquiring, exploring and developing mineral properties
are capitalized by project area. Costs to maintain the mining
mineral rights and leases are expensed as incurred. When a
property reaches the production stage, the related capitalized
costs will be amortized, using the units of production method on
the basis of periodic estimates of ore reserves. Mineral
properties are assessed at least annually to determine if a
property has been disproved or should be abandoned based on other
economic factors. The assessment is based on the Company's
evaluation of the geological information gathered on the property
and management's evaluation of the property's future expectation
of profitability. Should a property be disproved or abandoned,
its capitalized costs are charged to operations. The Company
charges to operations the allocable portion of capitalized costs
attributable to properties sold. Capitalized costs are allocated
to properties sold based on the proportion of claims sold to the
remaining claims within the project area.
b. Property and Equipment
Property and equipment are recorded at cost. Major additions and
improvements are capitalized, while minor replacements,
maintenance and repairs that do not increase the useful life of
the assets are expensed as incurred. Depreciation of property and
equipment is determined using the straight-line method over the
expected useful lives of the assets as follows:
Description Useful Lives
Furniture and equipment 5 years
Field equipment 5 years
Leasehold improvements Life of lease
Vehicles 5 years
F-13
<PAGE>
CENTURION MINES CORPORATION AND SUBSIDIARIES
Notes to the Consolidated Statements
September 30, 1995 and 1994
NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
c. Capitalized Interest
Interest costs that relate to the acquisition and development
of mining properties that are not in production are
capitalized. Interest costs related to operations are
expensed as incurred. During the years ended September 30,
1995, 1994, and 1993, the Company capitalized $0, $0 and $0,
respectively, of interest costs to mineral properties and
expensed $2,501, $980, and $809, respectively.
d. Reclassification
Certain reclassifications have been made to the September 30,
1993 and 1994 consolidated financial statements in order to
conform to the September 30, 1995 presentation.
e. Net Income (Loss) Per Common Share
Net income (loss) per common share has been calculated based
on the weighted average number of shares of common stock
outstanding during the period. Common stock options and other
common stock equivalents were excluded from the calculation of
the weighted average number of shares outstanding for the
years ended September 30, 1995, 1994 and 1993 since they were
antidilutive. No material dilution resulted from common stock
equivalents outstanding for the year ended September 30, 1995.
NOTE 3-MINERAL PROPERTIES
The following summarizes the Company's investments in
significant mineral properties as of September 30, 1995 and
1994 and briefly describes the properties and activity related
to each property.
<TABLE>
<CAPTION>
<S> <C> <C>
1995 1994
Utah Gold Belt Properties $ 253,377 $ 813,484
Tintic Districts 6,128,745 5,553,843
Kings Canyon Project 130,605 91,419
Mazama Property - 209,032
Dotson Property 767,698 314,925
Other 693,667 398,119
TOTAL $7,974,092 $7,380,822
</TABLE>
F-14
<PAGE>
CENTURION MINES CORPORATION AND SUBSIDIARIES
Notes to the Consolidated Statements
September 30, 1995 and 1994
NOTE 3-MINERAL PROPERTIES (Continued)
a. Utah Gold Belt Properties
The Utah Gold Belt is a major mineralized structural zone in
the Oquirrh Mountain range situated on the west side of the
Salt Lake Valley which has been a major producer of copper,
gold, and silver. The Company has mineral rights to
approximately 33 acres of land. During the fiscal year ended
September 30, 1992, the Company sold a portion of its Utah
Gold Belt properties to Kennecott Utah Copper Corporation
("Kennecott Copper") and retained mineral royalties on the
properties ranging from 2.5 to 5 percent. One of the
properties sold to Kennecott Copper, known as Barney's Canyon
South, is currently under development by Kennecott Copper.
The Company's investment in these properties decreased during
the year ended September 30, 1995 since the Company's
ownership interest in Royal Silver Mines, Inc. decreased to
21% at September 30, 1995 causing it to no longer be a
consolidated subsidiary of the Company (See Note 5). Royal
Silver Mines, Inc. holds properties at the Utah Gold Belt.
During the years ended September 30, 1995, 1994 and 1993, the
Company expended $581, $6,672 and $244,730, respectively, on
exploration of these properties.
b. Tintic Districts
The Main Tintic project covers approximately 20,460 acres of
land which are held in a combination of forms, including
private mining leases, state mineral leases, and unpatented
mining claims situated approximately 70 miles southwest of
Salt Lake City, Utah. The area includes various historic mines
which produced large amounts of gold, silver and other metals.
The project area contains several zones of known gold
mineralization that were not explored or developed by the
early miners. Centurion's current targets on the Main Tintic
project include breccia-pipe deposits of gold, silver, and
copper. During the year ended September 30, 1993, the Company
transferred approximately 5,791 acres in the Tintic Districts
to a joint venture with Kennecott (see Note 4).
During the years ended September 30, 1995, 1994 and 1993, the
Company expended $542,802, $2,768,482 and $847,444,
respectively, on exploration and development of these
properties. The Company expended $32,100, $358,610 and $65,715
on acquisition of additional properties in the Tintic
Districts during fiscal years 1995, 1994 and 1993,
respectively. As explained in Note 4, the Company reduced its
basis in the properties for $150,000 of advance royalties.
F-15
<PAGE>
CENTURION MINES CORPORATION AND SUBSIDIARIES
Notes to the Consolidated Statements
September 30, 1995 and 1994
NOTE 3-MINERAL PROPERTIES (Continued)
c. Kings Canyon Project
The Kings Canyon project includes approximately 18,315 acres
of unpatented lode mining claims and state mineral leases
situated in the Confusion Mountain Range of West-Central Utah,
about 60 miles west of Delta, Utah. This project represents a
newly discovered district of precious metal mineralization,
with evidence for economic gold deposits over a 50 square mile
area. Exploration efforts to date have delineated a
substantial gold resource. Future production royalties on
approximately 75 percent of the acreage will be four percent
of gold and silver taken in kind and four percent of net
smelter returns on all other metals. On the remaining acreage
the Company will receive production royalties ranging from one
to four percent.
During the years ended September 30, 1995, 1994 and 1993, the
Company expended $39,186, $33,119 and $21,981, respectively,
on exploration related to the project.
d. Mazama Property
The Mazama property contains a quartz diorite-hosted porphyry
copper deposit with associated gold mineralization. The Mazama
property included approximately 1,720 acres of contiguous
unpatented lode mining claims in Okanogan County of North
Central Washington. The property was entirely abandoned during
the year ended September 30, 1995.
During the years ended September 30, 1995, 1994 and 1993, the
Company expended $0, $34,472 and $11,000, respectively, on
exploration of the property.
e. Dotson Property
The Dotson property consists of approximately 5,600 acres of
patented and unpatented mining claims in Millard County, Utah.
The claims have proven copper deposits.
During the years ended September 30, 1995, 1994, and 1993, the
Company expended $452,773, $267,377 and $47,548, respectively,
on exploration of these claims.
F-16
<PAGE>
CENTURION MINES CORPORATION AND SUBSIDIARIES
Notes to the Consolidated Statements
September 30, 1995 and 1994
NOTE 4-JOINT VENTURE AGREEMENTS
On July 15, 1993, Centurion formed CEI as a wholly-owned
subsidiary for the purpose of participating in a joint venture
agreement with Kennecott. Centurion transferred certain
mineral properties to CEI at its historical cost basis.
On July 30, 1993, CEI entered into a joint venture agreement
with Kennecott and contributed its interest in approximately
5,791 acres in the Tintic Districts to the joint venture. The
venture was dissolved in 1994 and 100% control of the
properties was returned to CEI.
NOTE 5-INVESTMENTS IN SUBSIDIARIES AND OTHER MINING COMPANIES
The following describes the specific transactions and activity
related to each of the consolidated subsidiaries as of
September 30, 1995 and 1994.
a. Royal Silver Mines, Inc
During the year ended September 30, 1993, Royal Silver Mines,
Inc. ("RSM") issued 400,000 shares of common stock to
directors for compensation (see Note 11). The issuance of
shares of common stock decreased Centurion's ownership
interest in RSM from 82.3 percent to 77.9 percent resulting in
a loss of $20,471 to the Company. The loss is included in the
accompanying fiscal year 1993 statement of operations as loss
from dilution of equity investment in subsidiary. On May 15,
1993, Centurion purchased 170,000 shares of RSM'S outstanding
common stock from Dr. Spenst Hansen, Centurion's Chief
Executive Officer, for $85,000 which increased the Company's
ownership interest in RSM'S outstanding common stock to 80
percent. During the year ended September 30, 1995, RSM issued
4,143,750 shares of common stock in a stock for stock
acquisition which decreased Centurion's ownership interest in
RSM from 80 percent to 21 percent resulting in a loss of
$686,809 to the Company. The loss is included in the
accompanying fiscal year 1995 statement of operations as loss
on investments accounted for under the equity method. The
investment in RSM is recorded using the equity method of
accounting since Centurion's ownership decreased to 21 percent
at September 30, 1995.
F-17
<PAGE>
CENTURION MINES CORPORATION AND SUBSIDIARIES
Notes to the Consolidated Statements
September 30, 1995 and 1994
NOTE 5-INVESTMENTS IN SUBSIDIARIES AND OTHER MINING COMPANIES
(Continued)
b. Mazama Gold Corporation
Mazama was incorporated on June 4, 1991 for the purpose of
acquiring, exploring and developing mineral properties in the
Okanogan, Washington area. The original capital investment of
$1,000 was provided by Dr. Spenst Hansen and the original
1,000 shares of stock were issued to him. During fiscal years
1991 and 1992, Centurion loaned funds to Mazama to finance its
acquisition and exploration of mineral properties in
Washington. As of September 30, 1992, Centurion had loaned
$150,603 to Mazama. Effective September 30, 1992, Centurion
converted $150,000 of its loan to Mazama to a 99.3 percent
equity investment. The acquisition was accounted for as a
purchase and the financial statements of Mazama have been
included in the accompanying consolidated financial statements
since the acquisition date. The purchase price has been
allocated to the assets of Mazama based on their historical
net book value. Dr. Hansen's original intent was to
incorporate Mazama on behalf of Centurion.
Therefore, to complete the organization of Mazama as a 100
percent owned subsidiary of Centurion, during October 1992,
Dr. Hansen assigned to Centurion the Mazama shares originally
issued in his name for reimbursement of the original capital
investment of $1,000. The Company is currently inactive.
c. Tintic Coalition Mines Corporation
TCM was incorporated on April 27, 1993 for the purpose of
acquiring, exploring and developing mineral properties in the
southern portion of the Tintic Mining District. The original
capital investment of $1,020 was principally provided by Dr.
Spenst Hansen and 102,000 shares of stock were issued.
During April 1993, Centurion acquired a partial interest in
680 acres of mineral property by issuing 25,000 shares of
common stock, valued at $25,000, and paying $14,965 in cash.
On May 12, 1993, Centurion exchanged its interest in the
mineral property for 3,996,450 shares of common stock of TCM.
Also, on May 12, 1993, TCM agreed to exchange 1,000,000 shares
of its common stock for the remaining interest in the 680
acres of mineral property. On June 23, 1993, Centurion
acquired an additional 411,550 shares of TCM's common stock
for $8,231 in cash to increase Centurion's ownership interest
in TCM to 80 percent. The 411,550 shares were acquired at an
increased price because TCM now owned property. In addition,
the Company incurred direct costs of $2,505 in connection with
these transactions which have been included in Centurion's
investment in TCM.
F-18
<PAGE>
CENTURION MINES CORPORATION AND SUBSIDIARIES
Notes to the Consolidated Statements
September 30, 1995 and 1994
NOTE 5-INVESTMENTS IN SUBSIDIARIES AND OTHER MINING COMPANIES
(Continued)
d. Godiva Mining and Milling Co.
During June, July and August 1993, Centurion entered into
investment agreements with various shareholders of Godiva Mining
and Milling Company ("GMMC"). Under the agreements, Centurion
purchased 406,510 shares of GMMC'S outstanding common stock for
$54,967. The 406,510 shares acquired represented approximately
47.5 percent of GMMC's then outstanding stock. This investment
has been accounted for using the equity method and is included in
other assets in the accompanying balance sheet. During September
of 1994, Centurion purchased the land assets of GMMC at its
appraised fair market value, and on September 30, 1994, the
outstanding shares were redeemed for their cash value and GMMC
was subsequently dissolved.
e. Showers Standard Mining Company
During July 1993, Centurion entered into investment agreements
with various shareholders of SSM. Under the agreements, Centurion
purchased 289,104 shares of SSM's outstanding common stock for
$19,370. The 289,104 shares acquired represented approximately
84.7 percent of SSM's then outstanding stock. The acquisition has
been accounted for as a purchase and the purchase price has been
allocated to the assets of SSM, which include cash and mineral
properties, based on their estimated respective fair values.
The accompanying consolidated financial statements include the
operations of SSM for the entire year ended September 30, 1993.
The preacquisition loss of approximately $600 has been deducted
and included in minority interests in income of consolidated
subsidiaries. During September of 1994, Centurion purchased the
land assets of SSM at its appraised fair market value, and on
September 30,1994, the outstanding shares were redeemed for their
cash value and SSM was subsequently dissolved.
f. Mammoth Mining Company and its Subsidiaries
In May of 1994, Centurion purchased Jefferson Pacific Corp.
(JPC), which owned 58.6 percent of Mammoth Mining Company. In the
following months, Centurion purchased additional shares of MMC
from its shareholders, bringing Centurion's ownership of MMC to
72.9 percent by September 30, 1994 and to 81.8 percent by
September 30, 1995.
MMC has land and lease ownership in the Tintic Mining District.
It also has ownership in three subsidiary companies. These
companies are: The Gold Chain Mining Company, Cleveland Mining
Company, and Opohongo Mining Company. MMC's ownership in these
companies at September 30, 1994 was 59.9 percent , 66.3 percent
and 53.0 percent, respectively. Two of these subsidiaries were
dissolved prior to September 30, 1995. MMC's ownership in The
Gold Chain Mining Company, the remaining subsidiary at September
30, 1995, is 61.1 percent.
F-19
<PAGE>
CENTURION MINES CORPORATION AND SUBSIDIARIES
Notes to the Consolidated Statements
September 30, 1995 and 1994
NOTE 5-INVESTMENTS IN SUBSIDIARIES AND OTHER MINING COMPANIES
(Continued)
f. Mammoth Mining Company and its Subsidiaries (Continued)
In September 1994, the board of directors of both Cleveland
Mining Company and Opohongo Mining Company transferred the assets
of these companies to MMC. Both of these companies were then
dissolved as of September 30, 1994. This action was deemed
necessary by each company's board in response to incomplete
shareholders lists and small land holdings.
g. Dotson Exploration Company
On February 9, 1994, Centurion entered into an agreement to
purchase 41,000 shares of Dotson Exploration Company, (DEC), from
Mark Dotson, the sole shareholder, for $350,000. These shares
gave Centurion 51 percent ownership of DEC. According to the
original agreement, Centurion was given the ability to convert
dollars spent on the development of DEC properties and leases at
a rate of $12 for each share. By September 30, 1994, DEC had
issued an additional 32,667 shares of its stock, giving Centurion
a total of 64.8 percent ownership in DEC. During the year ended
September 30, 1995, Centurion issued 105,000 shares of common
stock at $1.77 per share to acquire the remaining outstanding
shares of DEC making it a 100 percent owned subsidiary of
Centurion at September 30, 1995.
Dotson Exploration Company has land and lease ownership in the
Milford, Utah Mining District. Exploration activities by
Centurion on these properties have confirmed the appearance of
copper ore reserves.
h. Centurion Exploration Incorporated
On July 15, 1993, Centurion formed CEI as a wholly-owned
subsidiary for the purpose of participating in a joint venture
agreement with Kennecott. Centurion transferred certain mineral
properties to CEI at its historical cost basis (Note 4). The
corporation now provides personnel to the Company (other than
management personnel).
NOTE 6-MARKETABLE SECURITIES
The Company currently owns 1,664,267 shares of Royal Silver
Mines, Inc. common stock, a related company, which is
approximately 21% of the total outstanding shares at September
30, 1995. The Company carries these marketable securities at the
lower of cost or market value of $0 at September 30, 1995.
F-20
<PAGE>
CENTURION MINES CORPORATION AND SUBSIDIARIES
Notes to the Consolidated Statements
September 30, 1995 and 1994
NOTE 7-NOTES PAYABLE
On April 15, 1994, DEC entered into an agreement whereby it
acquired all of the rights, title and interests in various
patented mining claims in the Beaver Lake Mining District in
Beaver County, Utah. The original terms of the note was $200,000
without interest, payable in $25,000 quarterly increments. As of
September 30, 1995, $100,000 of the total amount remained
outstanding.
NOTE 8-INCOME TAXES
As of September 30, 1995, the Company had net operating loss
carryforwards available to offset future taxable income of
approximately $8,400,000. For federal income tax purposes, only a
portion of the tax net operating loss can be utilized in any
given year if the company which generated the loss has had a more
than 50 percent change in ownership or if such a change occurs in
the future as defined in the Internal Revenue Code.
The following summarizes the periods for which the net operating
loss carryforwards will be available.
<TABLE>
<CAPTION>
<S> <C>
Expiration Date
2000 $ 63,000
2001 154,000
2002 213,000
2003 378,000
2004 495,000
2005 781,000
2006 549,000
2007 1,146,000
2008 2,021,000
2009 2,600,000
TOTAL $8,400,000
</TABLE>
NOTE 9-RELATED PARTY TRANSACTIONS
The Company paid compensation to officers, directors and others
and reimbursed officers for expenses incurred on behalf of the
Company by issuing, on certain occasions, restricted shares of
its common stock. The value of the restricted shares issued as
compensation has been recorded at 85 percent of the quoted market
value of the trading common stock on the date the shares were
issued or expenses were reimbursed.
F-21
<PAGE>
CENTURION MINES CORPORATION AND SUBSIDIARIES
Notes to the Consolidated Statements
September 30, 1995 and 1994
NOTE 9-RELATED PARTY TRANSACTIONS (Continued)
Officers and directors of the Company were issued common stock
and notes as reimbursement for cash advances and expenses
incurred on behalf of the Company and compensation as follows:
<PAGE>
<TABLE>
<CAPTION>
Year Ended September 30,
1995 1994 1993
<S> <C> <C> <C>
Reimbursements
10 percent demand
notes issued $ -0- $ -0- $ -0-
Value of common
shares issued -0- -0- 92,994
Total
reimbursements $ -0- $ -0- $ 92,994
Number of shares
issued -0- -0- 250,069
</TABLE>
<TABLE>
<CAPTION>
Year Ended September 30,
1995 1994 1993
<S> <C> <C> <C>
Compensation
Value of common
shares issued $203,300 $ 129,811 $224,771
Number of shares
issued 143,000 54,750 190,863
</TABLE>
<PAGE>
The Company has rented certain geological equipment from a sole
proprietorship owned and operated by an officer, director and
principal shareholder of the Company. The equipment was rented
on a day-to-day basis. Payment for the use of the equipment was
made with cash and stock as described above and amounted to $0,
$24,218 and $111,757 during the years ended September 30, 1995,
1994 and 1993, respectively.
A corporation that is owned by an officer, director and principal
shareholder of the Company provided personnel to the Company
(other than management personnel) up through September 30, 1994.
Total cash and stock payments to this corporation were $0,
$238,115 and $120,844 during the years ended September 30, 1995,
1994 and 1993, respectively.
The Company made non-interest bearing advances to shareholders,
companies and joint ventures whose shareholders and officers are
also shareholders and officers of the Company. As of September
30, 1995, and 1994, $197,839 and $83,068, respectively, was due
to the Company as a result of these advances.
The Company also has received advances from an officer,
director, and principal shareholder of the Company in order to
pay minimal operating expenses. As of September 30, 1995 and
1994, $33,400 and $25,719, respectively, was due from the Company
as a result of these advances. As of September 30, 1995 and
1994, $0 and $7,131, respectively, was due to other related
parties as a result of operating expense advances.
F-22
<PAGE>
CENTURION MINES CORPORATION AND SUBSIDIARIES
Notes to the Consolidated Statements
September 30, 1995 and 1994
NOTE 10-COMMITMENTS AND CONTINGENCIES
a. Cancelable Mineral Leases and Royalty Agreements
The Company has entered into various cancelable mining leases and
royalty agreements as a lessee. Future minimum lease and royalty
payments under the Company's current agreements will be
approximately $225,000 annually. In addition to the lease
payments required above, certain leases also have minimum work
requirements of approximately $150,000 each year. Certain leases
also have provisions allowing the Company to purchase all rights
to the properties thereby reducing future commitments for royalty
payments.
The leases have original terms of 3 to 20 years and are
cancelable at the Company's option at any time, which would
terminate any future lease payments or work commitments. The
lease agreements also provide that the lease will remain in
effect as long as exploration or development is being conducted
with reasonable diligence or production continues in commercial
quantities. Most of the above agreements also have provisions for
additional royalty payments based on "net smelter returns" or
gross revenues from mineral sales. These royalties range from 2
to 8 percent and are applicable only after production and sales
have begun. Minimum annual royalty payments previously paid will
be deducted from the additional royalty payments.
b. Noncancelable Operating Leases
The Company occupies its facilities and uses certain other
equipment under noncancelable operating leases and monthly
rentals. These leases expire during fiscal years 1997 through
1998. Minimum future rentals to be paid under these arrangements
will amount to approximately $42,300 for leases and $3,300 for
rentals for the year ending September 30, 1996. Rent expense for
the years ended September 30, 1995, 1994 and 1993 was
approximately $45,500, $54,000 and $41,000, respectively.
c. Consulting Agreement
Centurion has entered into an agreement with a consultant whereby
Centurion has agreed to pay a base annual salary of $75,000, plus
certain benefits, for assistance with investor relations and
business development. The consultant previously served as an
officer of Centurion and is currently an officer of Tintic
Coalition. Centurion's Board of Directors may also authorize
bonuses on an ad hoc basis. In the event of termination, other
than for cause, within specified periods before and after a
change in control, as defined in the agreement, Centurion will
pay a lump sum severance benefit equal to three times the base
salary. The consultant has agreed to accept shares of Centurion's
common stock in lieu of cash payments, or to accrue his
compensation under the agreement if Centurion's cash position is
not sufficient to provide for the payments. This consulting
agreement expires October 1, 1996.
F-23
<PAGE>
CENTURION MINES CORPORATION AND SUBSIDIARIES
Notes to the Consolidated Statements
September 30, 1995 and 1994
NOTE 10-COMMITMENTS AND CONTINGENCIES (Continued)
d. Pending Litigation
The Company is listed as the defendant in a case brought in the
District Court of the Third Judicial District in Tooele County
for an alleged breach of contract on a lease agreement. The
Company intends to contest the case vigorously and believes that
there is only a very small likelihood of a significant
unfavorable outcome. Therefore, no adjustment has been made in
the financial statements to reflect the uncertainty.
NOTE 11-COMMON STOCK AND OPTIONS
a. Stock Option and Stock Award Plan
On April 19, 1991, Centurion's shareholders approved the 1991
Stock Option and Stock Award Plan (the Plan). The purpose of the
Plan is to enable Centurion to attract and retain experienced and
able directors, officers and employees. The Plan will provide
incentives to directors, officers and employees to extend their
best efforts for the Company and its shareholders. Under the
provisions of the Plan, the Board of Directors may grant
incentive stock options or stock awards only to eligible
directors, officers or employees. The shareholders have approved
1,500,000 shares of stock to be issued and administered under the
Plan and the Company has filed a Form S-8 registration statement
and amendments covering the 1,500,000 shares. As of September 30,
1995, 798,397 shares of common stock have been awarded under the
Plan.
b. Stock Options and Warrants
During 1993 and 1994, Centurion granted options to its directors,
chief executive officer and a key consultant to purchase an
aggregate of 560,000 shares of common stock at $1.50 per share,
the fair market value of the Company's common stock on the grant
date. As of September 30, 1995, options to purchase 305,000
shares of common stock remained exercisable. The options are
exercisable through April 1, 1996, or six months after the option
holder ceases to be a director, officer or consultant to the
Company. Due to the non-reelection of one of the Company's
directors, 20,000 of the options were forfeited during fiscal
year 1994.
F-24
<PAGE>
CENTURION MINES CORPORATION AND SUBSIDIARIES
Notes to the Consolidated Statements
September 30, 1995 and 1994
NOTE 11-COMMON STOCK AND OPTIONS (Continued)
b. Stock Options and Warrants (Continued)
<PAGE>
<TABLE>
<CAPTION>
Stock option activity for the years ended September 30, 1993,
1994, and 1995 consisted of the following:
Number Price
of Shares per Share
<S> <C> <C>
Outstanding at
September 30, 1992 - $ -
Granted during
the year 560,000 1.50
-------- ---------
Outstanding at
September 30, 1993 560,000 1.50
Exercised during
the year (25,000) 1.50
Forfeited during
the year (20,000) -
--------- ---------
Outstanding at
September 30, 1994 515,000 1.50
Exercised during
the year (210,000) 1.50
--------- ---------
Outstanding at
September 30, 1995 305,000 $ 1.50
_________ _________
--------- ---------
</TABLE>
<PAGE>
c. Private Placements
Centurion's Board of Directors has, from time to time,
authorized private placements of restricted shares of
Centurion's common stock. During fiscal year 1993, Centurion
sold 1,780,000 shares of common stock to individual investors
for $1,330,000 at prices ranging from $.50 to $1.00 per share.
During fiscal year 1994, Centurion sold 2,641,000 shares of
common stock to individual investors for $5,085,010 at prices
ranging from $.50 to $2.75 per share. During fiscal year 1995,
Centurion sold 1,110,000 shares of common stock to individual
investors for $1,567,000 at prices ranging from $1.25 to $1.62
per share.
The Company agreed to file a registration statement with the
Securities and Exchange Commission within certain specified
periods to permit these shares to be freely traded (see Note
12).
d. Common Stock Issuances
During the years ended September 30, 1995, 1994, and 1993,
Centurion has issued restricted shares of common stock to
employees, officers and consultants for services provided.
The shares issued have been valued based on other issuances of
restricted shares for cash during the periods.
F-25
<PAGE>
CENTURION MINES CORPORATION AND SUBSIDIARIES
Notes to the Consolidated Statements
September 30, 1995 and 1994
NOTE 12-REGISTRATION STATEMENT
During the year ended September 30, 1993, the Company, in
connection with a private placement of its common stock,
entered into agreements with 14 shareholders to file a
registration statement covering 580,000 shares of its common
stock within certain specified periods. The first period ended
March 8, 1993 and the last period ended September 29, 1993. On
January 13, 1994, the Company filed the registration statement.
One shareholder filed legal proceedings against the Company for
alleged damages that he claimed to have suffered resulting from
the alleged late registration. The suit was later settled
subsequent to September 30, 1995.
NOTE 13 - SUBSEQUENT EVENTS
Subsequent to September 30,1995, the following events have
occurred.
1- An officer and shareholder of the Company exercised 90,000
stock options at $1.50 per option on December 5, 1995 for
$135,000 cash.
2- The Company granted options to purchase 250,000 shares of
common stock to each of the Company's directors at $2.25 per
share. The Company also granted an option to purchase 500,000
shares of common stock to its CEO at $2.25. These options all
expire on October 6, 2000. The $2.25 option price is 50% above
the current stock bid price of $1.50 and are listed as "out-of-
the-money" incentive stock options.
F-26
<PAGE>
<PAGE>
<AUDIT REPORT>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON SCHEDULES
To Centurion Mines Corporation:
We have audited in accordance with generally accepted auditing
standards, the consolidated financial statements of Centurion Mines
Corporation and subsidiaries included in this Form 10-K, and have
issued our report thereon dated December 15, 1995. Our report on the
consolidated financial statements includes an explanatory paragraph
with respect to the realizability of the Company's investment in
mineral properties. Our audits were made for the purpose of forming
an opinion on the basic financial statements taken as a whole.
Schedules V and VI are the responsibility of the Company's management
and are presented for purposes of complying with the Securities and
Exchange Commission's rules and are not part of the basic financial
statements. These schedules have been subjected to the auditing
procedures applied in the audits of the basic financial statements
and, in our opinion, fairly state in all material respects the
financial data required to be set forth therein in relation to the
basic financial statements taken as a whole.
/s/ Jones, Jensen & Company
Salt Lake City, Utah
December 15, 1995
</AUDIT REPORT>
F-27
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
CENTURION MINES CORPORATION AND SUBSIDIARIES
SCHEDULE V - PROPERTY AND EQUIPMENT
FOR THE YEARS ENDED SEPTEMBER 30, 1995, 1994 AND 1993
Balance at Balance
Beginning Additions at End
of Year at Cost Retirements of Year
<S> <C> <C> <C> <C>
Year ended
September 30, 1995:
Mineral Properties $ 7,380,822 $ 593,270 $ - $ 7,974,092
Furniture, equipment 278,045 256,821 $ (4,823) 530,043
Leasehold improvements 2,480 6,365 - 8,845
Vehicles 92,027 8,193 - 100,220
Total $ 372,552 $ 271,379 $ (4,823) $ 639,108
Year ended
September 30, 1994:
Mineral Properties $ 3,551,329 $ 3,829,493 $ - $ 7,380,822
Furniture, equipment 135,346 144,113 (1,414) 278,045
Leasehold improvements 2,480 - - 2,480
Vehicles 18,237 73,790 - 92,027
Total $ 156,063 $ 217,903 $ (1,414) $ 372,552
Year ended
September 30, 1993:
Mineral Properties $ 2,439,803 $ 1,211,526 $(100,000)<F1> $ 2,551,329
Furniture, equipment 126,634 8,712 - 135,346
Leasehold improvements 41,323 2,480 (41,323) 2,480
Vehicles 13,550 4,687 - 18,237
Total $181,507 $15,879 $ (41,323) $ 156,063
<FN>
<F1> Represents repaid royalties received during the year ended September 30, 1993 which were
accounted for on the cost recovery method.
</FN>
/TABLE
<PAGE>
F-28
<PAGE>
<TABLE>
<CAPTION>
CENTURION MINES CORPORATION AND SUBSIDIARIES
SCHEDULE VI - ACCUMULATED DEPRECIATION, DEPLETION
AND AMORTIZATION OF PROPERTY AND EQUIPMENT
FOR THE YEARS ENDED SEPTEMBER 30, 1995, 1994 AND 1993
Additions
Balance at Charged to Balance
Beginning Costs and at End
of Year Expenses Retirements of Year
<S> <C> <C> <C> <C>
Year ended
September 30, 1995:
Furniture and equipment $ 137,238 $ 84,666 $ - $ 221,904
Leasehold improvements 2,396 4,328 - 6,724
Vehicles 24,754 17,334 - 42,088
Total $ 164,388 $ 106,328 $ - $ 270,716
Year ended
September 30, 1994:
Furniture and equipment $ 112,153 $ 26,499 $ (1,414) $ 137,238
Leasehold improvements 1,198 1,198 - 2,396
Vehicles 13,628 11,126 - 24,754
Total $ 126,979 $ 38,823 $ (1,414) $ 164,388
Year ended
September 30, 1993:
Furniture and equipment $ 97,823 $ 14,330 $ - $ 112,153
Leasehold improvements 41,323 1,198 (41,323) 1,198
Vehicles 12,195 1,433 - 13,628
Total $ 151,341 $ 16,961 $ (41,323) $ 126,979
</TABLE>
F-29
<PAGE>
<TABLE> <S> <C>
<ARTICLE>5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE CONSOLIDATED FINANCIAL STATEMENTS INCLUDED IN REGISTRANT'S FORM
10-K FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1995, AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO ITS FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> SEP-30-1995
<PERIOD-END> SEP-30-1995
<CASH> 17,510
<SECURITIES> 0
<RECEIVABLES> 208,729
<ALLOWANCES> 0
<INVENTORY> 89,747
<CURRENT-ASSETS> 315,986
<PP&E> 8,613,200
<DEPRECIATION> (270,716)
<TOTAL-ASSETS> 8,658,470
<CURRENT-LIABILITIES> 361,867
<BONDS> 30,741
<COMMON> 238,047
0
0
<OTHER-SE> 8,027,815
<TOTAL-LIABILITY-AND-EQUITY> 8,658,470
<SALES> 0
<TOTAL-REVENUES> 29,956
<CGS> 0
<TOTAL-COSTS> 2,088,025
<OTHER-EXPENSES> (266,155)
<LOSS-PROVISION> 841,240
<INTEREST-EXPENSE> 2,501
<INCOME-PRETAX> (2,635,655)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,635,655)
<EPS-PRIMARY> (.11)
<EPS-DILUTED> (.11)
</TABLE>
