SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10 - K
Annual Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
for the Fiscal Year Ended:
SEPTEMBER 30, 1997
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Commission File Number: 0-17048
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CENTURION MINES CORPORATION
(Exact name of registrant as specified in its charter)
UTAH 87-0429204
(State or other jurisdiction of (I.R.S Employer Ident. No.)
incorporation or organization)
860 South 500 West Street, Salt Lake City, Utah 84110
(Address of principal executive offices, including zip code)
(801) 534-1127
(Registrant's telephone number, including area code)
Securities Registered Pursuant to Section 12(b) of the Act:
Title of each class
None
Securities Registered Pursuant to Section 12(g) of The Act:
Title of class
Common Stock, $0.01 Par Value
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
to such filing requirements for the past 90 days. [ X ]
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. [ ]
Documents incorporated by reference: To the extent herein specifically
referenced in Part III, the information contained in the Proxy Statement
for the 1998 Annual Meeting of Shareholders of the registrant, which
will be filed with the Commission on approximately the date of filing this
Annual Report on Form 10-K. (See Part III.)
The aggregate market value of the voting stock held by non-affiliates of
the registrant was approximately $7,051,160, based upon the average bid
and ask prices ($0.25) on December 22, 1997.
On December 22, 1997, 37,204,648 shares of common stock were outstanding.
Page 1 of 60 Consecutively Numbered Pages.
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TABLE OF CONTENTS
PAGE
ITEM NUMBER AND CAPTION NO.
PART I
Item 1. Business . . . . . . . . . . . . . . . . . . . . . . . . .
Item 2. Properties . . . . . . . . . . . . . . . . . . . . . . . .
Item 3. Legal Proceedings . . . . . . . . . . . . . . . . . . . .
Item 4. Submission of Matters to a Vote of Security Holders . . .
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters . . . . . . . . . . . . . . . . . . .
Item 6. Selected Financial Data . . . . . . . . . . . . . . . . .
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operation . . . . . . . . . . . .
Item 8. Financial Statements and Supplementary Data . . . . . . .
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure . . . . . . . . . . .
PART III
Item 10. Directors and Executive Officers of the Company . . . . .
Item 11. Executive Compensation . . . . . . . . . . . . . . . . . .
Item 12. Security Ownership of Certain Beneficial Owners and
Management . . . . . . . . . . . . . . . . . . . . . . . .
Item 13. Certain Relationships and Related Transactions . . . . . .
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports
on Form 8-K . . . . . . . . . . . . . . . . . . . . . . .
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
<PAGE>
PART I
ITEM 1. BUSINESS
DESCRIPTION OF THE COMPANY
Except for the historical information contained herein, the matters
discussed are forward-looking statements that involve risks and
uncertainties, including the timely development of existing properties and
reserves (such as at the Company's OK Copper Mine), and future
projects (such as the proposed Company reorganization), the impact of
metals prices and metal production volatility, changing market
conditions and regulatory environment and the other risks detailed from
time to time in the Company's Form 10-K and Form 10-Q's filed with the
Securities and Exchange Commission. However, actual results may differ
materially from those projected or implied. As a result, these
forward-looking statements represent the Company's judgment as of the
date of this filing. The Company does not express any intent or obligation
to update these forward-looking statements because the Company is
unable to give any assurances regarding the likelihood or extent to which
any event discussed in a forward-looking statement contained herein may
or may not occur, or of the material effect that the outcome of any such
forward-looking event may or may not have on the Company's future
business, development of plans, or financial condition and results of
operations.
(Please refer to the Glossary at the end of this Form 10-K for the definition
of certain mining terms.)
ITEM 1. BUSINESS
DESCRIPTION OF THE COMPANY
BACKGROUND. 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 an
exploration and development mining company, meaning that it receives
and generally 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 one additional mineral property in Utah. These
properties primarily lie in two geographical regions, the Millard/Beaver
Counties area, westerly from Milford, Utah, and the Tintic mining district,
including the West Tintic area, about 70 miles southwesterly from Salt
Lake City, Utah.
HISTORY. Centurion's predecessor company was formed in 1979
as the Tintic Joint Venture partnership and subsequently was incorporated
in Utah 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. Centurion has carried out exploration and development
activities throughout Utah and previously in the State of Washington.
CURRENT DEVELOPMENTS. Two significant events occurred in
November, 1997. First, Centurion made the decision to acquire Royal
Silver Mines, Inc. by a tender of Centurion shares, and thereby direct the
Company's focus to high grade silver resources in Centurion's Tintic
(Utah) and Royal Silver's Coeur d' Alene (Idaho) mining districts, and
Royal's Nayarit, Mexico silver/zinc project. Second, the Company entered
into a business arrangement with an unrelated company to proceed with
Centurion's plan to begin mine production at its properties at the OK Mine
project. Centurion also plans during fiscal 1998 to continue with mining
development at its Company-owned Tintic district mines. By pursuing
these activities, the Company intends to establish a long-term, stable cash
flow to begin funding larger scale exploration, development, and
subsequent production activities.
(1) FOCUS ON SILVER PROPERTIES. In early November 1997, the
Company proposed a business venture with Royal Silver Mines, Inc (OTC
BB:RSMI) that is intended to result in the acquisition of Royal Silver
through a tender of Centurion shares. This arrangement has been approved
by the boards of directors of both companies and the larger shareholders
of Royal Silver. Centurion will be the surviving company, and will benefit
substantially from Royal's financial strength, institutional investor support,
and its management and technical talent. The planned headquarters of the
combined company will be at Centurion's recently renovated technical and
administrative office facilities at the Mammoth Mine near Eureka, Utah.
Also, the name of the Company will change, effective February, 1998, to
Grand Central Silver Mines, Inc., subject to shareholder approval,
following which the combined company will adopt a new trading symbol,
GSLM, for continued trading on the Nasdaq Small Cap Market. The new
name will emphasize the Company's commitment to becoming a world
class silver resource company with major privately owned silver mining
properties in the Coeur d' Alene and Tintic mining districts, and control of
significant mineral properties in an historic, high grade silver mining
district in Nayarit, Mexico.
(2) PROGRESS AT THE OK OPEN PIT COPPER MINE PROJECT. This
project is focused on the construction of a copper production facility and
the subsequent production of electrolytic grade copper by the solvent-
extraction/electrowinning process (SX/EW) at the site of the historic OK
open pit copper mine about 10 miles northwest of Milford, Utah. In
November 1997, Centurion entered into a business arrangement related to
it's OK Copper mine project with Nevada Star Resources Corp.,
(VSE:NEV) of Seattle, Washington, which has allowed construction of the
SX/EW copper refining plant to continue. Sales of high grade copper is
expected in late 1998. Under the terms of the arrangement, Centurion is to
immediately receive 2 million shares of Nevada Star common stock with a
current market value of about $1 million, plus a 12% royalty applicable to
all copper production from ore reserves containing 96 million pounds of
copper. Although the market price of copper, as of December 22, 1997, is
approximately $0.80 per pound, the cash copper production costs for this
project are estimated at below $0.40 per pound. Also, Centurion may
exercise, through July 1, 1998, a 30% participation "back in" option on
favorable terms. Thus, the Company expects to receive significant
production income during fiscal 1998 with very limited financial risk. This
should enable the Company to concentrate on building a major silver
resource company and on bringing to production silver ore reserves in
Coeur d' Alene, Tintic and elsewhere.
GENERAL DEVELOPMENT OF THE COMPANY'S BUSINESS
STRATEGY. The Company's corporate strategy from its beginning
has been directed toward the acquisition and control of land and mineral
rights 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.
In addition to focusing on established mining districts, the Company
also has sought to explore and develop mineral properties in areas that
have not had previous production or were, until recently, mostly
unexplored. These areas include Kings Canyon and Blue Mountain in
Utah. At Kings Canyon, for example, the Company has participated in the
discovery of a new gold deposit and controls mining claims and mineral
leases that Company geologists believe have potential for further gold
discoveries. Centurion seeks to make new discoveries as well as expand
historic mining areas using modern geologic science and technology.
The Company also has compiled an extensive technical library on
properties that it holds, consisting of geological reports, historical
data and maps. Following its proposed reorganization with Royal Silver
Mines, Inc., the Company will be a participant in major international
mining developments through Royal Silver's Mocha Copper Project in Chile,
under contract with Teck Corporation, Ltd. of Canada, and Royal Silver's
Nayarit, Mexico silver/zinc project. It is possible that the Company may
further expand its operations outside the United States.
BUSINESS PLAN. The long-term business goal of the Company
continues to be the discovery of significant reserves on its mineral
properties by advancing their exploration and development potential. The
Company's intermediate plan for funding and accomplishing this goal is
two-fold:
(1) The Company expects to develop a positive cash flow, first,
from the proceeds, royalties and profits that are expected to result from
its current business arrangement for production at the OK Copper Project.
The Company also expects to receive other cash income from Royal
Silver's projects, following the proposed combination with Royal Silver
Mines. With these funds, the Company intends to make new property
acquisitions and to carry out exploration to develop ore reserves which
can be sold, joint ventured, or mined by the company at a profit.
(2) The Company intends to add to its projected positive cash flow
by developing and operating its mines in the Main Tintic Mining District,
including the Bullion Beck, Centennial Eureka, Mammoth, Grand Central
and other nearby mines. The Company hopes to obtain funds for carrying
out these development and production activities in the Main Tintic mining
district from capital investment sources, or from participation in joint
venture business arrangements.
GOVERNMENT REGULATION OF ENVIRONMENTAL CONCERNS. The Company is
committed to complying with the various federal, state and local
provisions that regulate the discharge of materials into the environment
and govern the conduct of mining activities for the protection of the
environment. To its knowledge, Centurion was in full compliance during
fiscal 1997.
To fulfill its environmental compliance obligations, the Company
must attend to the complex requirements of laws encompassing
jurisdictional authority over matters affecting land, mineral rights
and/or the surface under which mining activities are proposed. Such
compliance may materially affect the Company's capital expenditures,
earnings and competitive position in the following general areas:
1) surface impact, 2) water acquisition, 3) site access, 4) reclamation,
5) wildlife preservation, and 6) permit and license qualification. To
date, compliance has not had a material financial effect on Centurion
because the Company's activities likewise have not had a significant
impact on the environment.
As the Company has become more active within its properties,
however, 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.
During fiscal 1997, the Company completed the permitting
necessary to initiate production plans at the OK Copper Project, and
completed preliminary permitting for mine exploration and development
activities at various Company-owned mines in the Main Tintic mining
district. The costs for reclamation bonding at the OK Copper project will
be approximately $350,000 during fiscal 1998 and $105,000 during fiscal
1999, but will be borne by the operating company, rather than Centurion,
as part of the projected operating expenses in developing the OK Copper
Project. Beyond that, the Company does not anticipate that any additional
reclamation bonding will be required during the estimated period of
operation at the OK Copper Project.
With respect to its other mining projects, the Company does not
anticipate any material capital expenditures for environmental control
facilities for the remainder of fiscal 1998. Nevertheless, future costs of
compliance with respect to the remainder of the Company's mining
properties 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 all requirements imposed on such future development, nor that the
Company will be able to economically operate or pursue exploration and
development activities under future regulatory provisions.
OTHER BUSINESS FACTORS
COMPETITIVE CONDITIONS IN THE INDUSTRY. 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. The Company encounters competition from a
handful of other similarly-situated junior mining companies in connection
with the acquisition of properties capable of profitably producing gold,
silver, copper and other mineralization. The Company is unable to
ascertain the exact number of such competitor companies. However, the
Company believes that with the development of its projects at the OK
Copper Mine and in the Tintic Mining District, its competitive position
should improve. Nevertheless, the Company may be unable to acquire or
develop attractive mining properties on terms it considers acceptable.
Accordingly, there can be no assurance that such competition, although
customary in the industry, will not result in delays, increased costs, or
other types of negative consequences affecting the Company, nor that the
Company's programs will yield commercially mineable reserves.
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. Exploration for commercially mineable ore deposits is highly
speculative and involves risks greater than those involved in the discovery
of mineralization. Even after extensive exploration and development work
has been performed, economic feasibility cannot be finally determined
until a detailed and comprehensive economic feasibility study has been
concluded. Further, there is no assurance that a determination of
economic feasibility will apply over time because it is based partly on
assumptions and factors that are subject to fluctuation and uncertainty,
such as metal prices, production costs, and the actual quantity and grade
of ore recoverable.
Mining companies use the evaluation work of professional
geologists, geochemists, geophysicists and engineers in determining the
exploration and development potential of a specific property or project.
These professional evaluations generally rely on scientific estimates and
economic assumptions, and in some instances may 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. From inception to the end of
fiscal 1997, the Company has incurred a deficit of approximately 12.3
million dollars in implementing its acquisition, exploration and
development activities. These operations have resulted in the control by
fee simple ownership, and through mining claims and mineral leases, of
nearly 47,000 total acres of mineral property. The Company's mineral
property holdings contain proven and probable reserves that consist of the
following: (a) at the Tintic properties, a total of 168,400 tons of 0.3
ounces per ton (opt) gold, 16.6 opt silver, and 2.2 percent copper; and
(b) at the OK Mine properties, a total of 6,400,000 tons of ore containing
0.75 percent copper.
PATENTS, TRADEMARKS, LICENSES, FRANCHISES. The Company does not
own any patents, trademarks, licenses, franchises, or concessions, except
for patented mining claims, 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 one of
its subsidiaries for the services of 6 to 10 full time employees. The
Company also has contract arrangements with approximately 5 consultants.
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.)
SECURITIES ISSUANCES. During fiscal 1997, the Company issued
2,810,420 shares for cash, at prices ranging from $0.23 to $0.79 per share
for a total of $1,219,559. No shares were issued through the exercise of
stock options in fiscal 1997.
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. Mammoth and Gold Chain own land and
leasehold interests in the Tintic Mining District, including the Mammoth
Mine. Following the acquisition of Mammoth and Gold Chain, Centurion
purchased additional shares of common stock from their respective
shareholders and received shares from Mammoth and Gold Chain to
cancel debt provided by Centurion to finance certain of their respective
operations. To date, Centurion has invested a total of approximately
$1,552,760 in Mammoth and $23,200 in Gold Chain, and controls
approximately 96 percent and 61 percent of their respective shares.
DOTSON EXPLORATION COMPANY. On February 9, 1994, Centurion
entered into an agreement to purchase 41,000 shares of Dotson
Exploration Company ("Dotson Exploration", sometimes referred to as
"DEC"), from Mark Dotson, the sole shareholder, for $350,000. These
shares gave Centurion 51 percent ownership of Dotson Exploration. That
agreement also permitted Centurion to acquire newly-issued shares by
converting dollars spent on the development of Dotson Exploration
properties and leases at a rate of $12 per share. Centurion subsequently
acquired 100 percent of the outstanding shares of Dotson Exploration
through purchase and the conversion of debt on January 12, 1995. At that
time, Dotson Exploration became a 100 percent, wholly owned subsidiary
of Centurion. Dotson Exploration has land and lease ownership, including
the OK Copper Project properties, in the Milford Area Projects, located in
Beaver County, Utah.
TINTIC COALITION MINES CORPORATION. Tintic Coalition is a Utah
corporation organized 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 Tintic Coalition shares to Tintic Precious, and issuing and
conveying 4,510,000 Tintic Coalition shares to Centurion, 3,996,450 of
which were in exchange for Centurion's acquisition 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). Tintic Coalition is operated by Centurion as a consolidated
subsidiary.
CENTURION EXPLORATION INCORPORATED. Centurion Exploration
was incorporated in Utah in fiscal 1993 as a wholly-owned Company
subsidiary. Centurion Exploration currently is engaged in various
activities and in carrying out business and corporate purposes for the
Company.
ROYAL SILVER MINES, INC. During fiscal years 1991 and 1992,
Centurion acquired a 37.2 percent controlling interest in Royal Silver
Mines, Inc., a Utah corporation formerly known as Consolidated Royal
Mines, Inc. and Royal Minerals, Inc. Royal shares are traded on the OTC
Bulletin Board under the symbol "RSMI". At the time that Centurion
acquired Royal, Royal's principal asset consisted of mining properties.
During fiscal 1993, Centurion acquired an additional 5,400,000 Royal
shares, giving Centurion an 82.3 percent controlling interest in Royal and
making it a consolidated subsidiary of the Company. 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. During the third quarter of fiscal
1996, Royal ended its fiduciary affiliation with Centurion and terminated
its agreement with Centurion Exploration, Inc. for the provision of
administrative services and sharing of office expenses. By the end of fiscal
year 1996, Centurion's ownership had declined to approximately 15
percent. In November, 1997, the boards of directors of Centurion and
Royal Silver granted approval of Centurion's intended acquisition of
Royal Silver through a tender of Centurion shares.
JOINT VENTURES
BHP/CENTURION JOINT VENTURE. On August 29, 1997, BHP Minerals
International Exploration, Inc., terminated the Option For Joint
Venture agreement it had signed with Centurion in January of 1996. The
joint venture was directed towards exploration of a large bulk, porphyry-
type copper/gold prospect at Centurion's "Little Bingham" property in the
West Tintic mining district, about 20 miles westerly from Eureka, Utah.
Prior to exercising the option in July 1996, BHP had advised Centurion
that its preliminary results were favorable. Following the option exercise,
BHP performed extensive geological mapping, geochemical, and geological
surveying. During the period of the joint venture, BHP drilled 5 exploratory
drill holes totaling 6,235 feet, and made periodic cash payments to
Centurion totaling $35,000. In August 1997, however, BHP determined that
the exploration results did not meet its criteria and terminated the joint
venture.
Upon terminating, BHP assigned to Centurion the mineral properties
that BHP had acquired on behalf of the joint venture. These fully-paid
properties consisted of 78 unpatented mining claims (totaling 1,560 acres),
and one Utah State Mineral Lease of 640 acres. It is the opinion of
Centurion geologists that the geological environment of the "Little
Bingham" is suggestive of an extensive porphyry copper/gold mineralized
deposit, which will require additional exploration to further define the
target area. Centurion management and geologists are currently evaluating
the exploration results developed by BHP.
ITEM 2. PROPERTIES
The Company owns, or controls through leases and mining claims, 42,460
acres of mining and mineral exploration properties within the state of Utah.
The properties are categorized into project areas. During fiscal 1997, the
Company significantly decreased the size of its holdings in federal unpatented
mining claims because of the effect on its holding and future exploration costs
brought about by recent additions to the federal mining regulations.
THE EFFECT OF REGULATORY CHANGES ON HOLDING UNPATENTED MINING CLAIMS
In fiscal 1997, the United States Bureau of Land Management (BLM) promul-
gated new regulations regarding hardrock unpatented mining claims (see 43 CFR
3809). Compliance with these regulations is both time-consuming and costly. As
of the date of this filing, these regulations are under challenge in federal
court by two mining associations representing U.S. and international mining
concerns. However, because Centurion concentrates its exploration and develop-
ment activities primarily on privately-owned lands and Utah State Mineral
Leases, management expects that these new BLM regulations will have little
effect on the Company's activities. Consequently, Centurion made a determin-
ation to decrease even further its activities on federal unpatented mining
claims following the publication of these regulations.
Table 2.1 below provides an overview of the Company's projects in terms of
acreage and the nature of the property holdings. The Company decreased its
total acreage from approximately 99,020 acres at the end of fiscal 1996, to
42,460 acres at the end of fiscal 1997, primarily as a consequence of the
regulations described above. (The Company reduced its holdings of unpatented
mining claims from 58,260 acres to 6,200 acres because of the regulations.)
TABLE 2.1 COMPANY PROPERTIES AND PROJECTS (IN ACRES)
<TABLE>
<S> <C> <C> <C> <C>
UTAH FEDERAL
STATE UNPATENTED
PRIVATE MINERAL MINING
COMPANY PROJECT LOCATION PROPERTY LEASES CLAIMS TOTAL
- ------------------------ ----------------- -------- ------- ------- -------
Tintic and West Tintic Tintic mining dist. 20,907 4,875 3,020 28,802
OK Mine - So Utah Copper Milford/Beaver Utah 1,260 2,819 3,000 7,079 <F1>
Kings Canyon Southwestern Utah 40 2,560 -- 2,600
Blue Mountain Milford/Beaver Utah -- 3,159 180 3,339
Silver Island (clay) Tooele County, Utah -- 640 -- 640
-------- ------- ------- -------
TOTALS : 22,207 14,053 6,200 42,460 <F2>
<FN>
<F1> This total for the OK Mine Copper Project consists of 4,172 acres owned or controlled
by Centurion, as follows: private - 1,193 acres; State Leases - 2,179 acres; and
unpatented mining claims - 860 acres. The remaining 2,907 acres, which are held or
controlled by other companies, also comprise the project properties under an arrange-
ment between the companies.
<F2> The Company also holds miscellaneous mining property interests throughout the State of
of Utah, primarily State Mineral Leases, but the Company presently is not actively
involved in significant mining activities or projects on these lands.
</FN>
</TABLE>
COMPANY DRILLING AND ASSAYING CAPABILITY
In fiscal 1995, the Company purchased a track-mounted percussion drill
with a depth capability of 250 feet. During fiscal 1996, the Company purchased
three additional exploration drill rigs and accessory equipment: a Longyear
Model 44 diamond core drill that has a depth capability in excess of 2,000
feet; a CP 650 drill, which is a truck-mounted reverse circulation rotary
drill that has a depth capability of 1500 feet; and a Bazooka drill, which is
an air-powered drill designed for drilling core underground and has a depth
capability of 200 feet. At the time of those purchases, the Company also
acquired accessory equipment including two water trucks, two air compressors,
drill steel, tools and four support trucks. During fiscal 1996 and 1997, the
Company also began the installation of a complete professional-level assay lab
at its Mammoth, Utah office. When the assay lab is fully operational, the
Company anticipates that it will not be dependent upon the services of outside
assay labs for its production assay work, but only for necessary verification.
This should reduce delays in receiving assay results and hasten exploration
and mine development based on such assay results.
Table 2.2 lists the drilling completed by the Company during fiscal 1997.
TABLE 2.2 -- 1997 DRILLING USING COMPANY RIGS AND EQUIPMENT
NUMBER OF TOTAL AMOUNT OF
PROJECT/LOCATION HOLES DRILLED FOOTAGE DRILLED
- ------------------------- ----------------------------- ---------------
OK Mine - So. Utah Copper (7 Air Track; 1 Core) - 8 1,260
Kings Canyon (8 Reverse Circ.; 1 Core) - 9 5,550
----------------------------- ---------------
TOTALS : 17 6,810
COMPANY PROJECTS
The Company's projects hold excellent potential for significant mineral
discoveries. During fiscal 1997 the Company focused considerable time and
money on mineral exploration at the OK Copper Mine and Kings Canyon projects.
Also during fiscal 1997, the Company continued with the establishment of a
complete surface support facility for mining and exploration at its Tintic
Project, and renovation of the Mammoth mine shaft in preparation of future
production. The Company has prioritized its projects for fiscal 1998, in terms
of its goal of generating cash flow from production and increasing shareholder
value through mineral discovery. The Company believes that the OK Copper
Mine-South Utah Project holds the best potential for generating cash flow in
1998 from mine production.
Tintic Project:
- --------------
The Tintic mining district lies about 70 miles southwest of Salt Lake
City. The value of past production of gold, silver, copper, lead and zinc from
the district in today's dollars is close to $2 billion. Centurion's Tintic
properties are strategic to the Company's business plan of establishing cash
flow from production in order to finance mineral exploration and discovery.
During the period between 1979 and the present, Centurion acquired the lands
that were the asset base of dozens of former mining companies. These
acquisitions included the purchase of the Centennial Eureka and Bullion Beck
Mines, which were the flagship mines of the once famous and extremely
profitable U.S. Smelting and Refining Company. Centurion also acquired the
Mammoth, Gold Chain, Grand Central, and Victoria Mines, as well as many
others. The patented mining claims (privately owned mining properties) now
owned by Centurion total 11,133 acres in Tintic alone, and have had past
production of over 100 million ounces of silver, 2 million ounces of gold, 100
million pounds of copper, 1 billion pounds of lead and 100 million pounds of
zinc. None of the mines Centurion owns were closed for lack of ore, but mainly
from antiquated engineering and the low metals prices of the 1920's.
The Company has proven and probable ore in the Mammoth Mine. Mammoth
mine records show that the shaft pillar, a mineralized zone proximal to the
mine shaft from the 150 foot level to the 550 foot level, contains an
estimated 42,000 tons of probable ore grading 0.18 ounces per ton gold, 23
ounces per ton silver, and 4.5 percent copper. The Company believes that these
reserves are mineable from the surface using the existing shaft and
underground workings. Mine records also show that the New Park Mining Company
drilled significant ore reserves on the 2400 to 2600 foot levels of the
Mammoth Mine during the 1970's. These reserves were left in place when
operations were terminated by New Park Mining Company. This resource contains
116,000 tons grading 0.284 ounces per ton gold, 15.2 ounces per ton silver and
1.3 percent copper.
In fiscal 1997, Company geologists completed a comprehensive series of
reports which outline and summarize several dozen surface and underground
exploration targets on Centurion's Tintic properties. The reports culminate a
work-in-progress which began in 1993. The targets have been developed from
geochemical sampling, surface and underground geologic mapping, and previous
drilling.
Centurion's plans are to refit and refurbish the existing shafts at the
Mammoth, Grand Central, Centennial Eureka and Bullion Beck mines. This will
permit underground diamond drills to be placed in the open and existing mine
workings for exploration and development drilling preparatory to setting up a
modern mining complex. Among the most profitable mines in the world are modern
underground high grade mines with sufficient mining widths to permit modern
mechanized operations to be carried out. The Company believes that the mines
it owns in the Tintic mining district have the potential to support highly
profitable large underground mining operations.
Renovation of the shop buildings, offices and houses at the Mammoth
Mine complex, was near completion at the end of fiscal 1997. The Mammoth Mine
complex will become the corporate headquarters of Centurion during fiscal
1998, and will be the central exploration-support facility for the Tintic
Project and all of the Company's other projects as well.
OK Open Pit Mine - South Utah Copper (OK Mine Project):
- -------------------------------------------------------
The Company's 7,079 acre OK Mine Project is located about 10 miles
northwest of Milford, Utah. The project property is centered around the
Company-owned OK Mine which contains significant proven and probable oxide
copper reserves. Dotson Exploration Company ("Dotson Exploration"), a 100
percent owned subsidiary of the Company, will operate the OK Project and
construct a solvent-extraction electrowinning (SX/EW) copper recovery plant at
the OK Mine. From the copper reserves mined in the project area, the plant
will produce electrolytic grade copper cathodes for sale to manufacturers and
commodity brokers.
Centurion and Nevada Star Resource Corp (VSE:NEV) entered into an
agreement during November 1997 to bring the OK Mine project into production
during 1998. Centurion will initially receive 2 million shares of Nevada Star
stock plus a royalty consisting of 12 percent of the cash operating profits
applicable to all copper production coming from the 144 square mile "area of
joint interest" centered at the OK Mine site. Centurion will contribute it's
4,172 acres of mining property, which has copper ore containing 47.7 million
pounds of contained copper at an average grade of .50% copper. Nevada Star
will contribute the 2,907 acres of mining property it controls, which has
copper ore reserves containing 48.9 million pounds of contained copper at an
average grade of 1.5% copper.
The combined ore reserves from Centurion and Nevada Star total 6.4 million
tons of ore containing 96.6 million pounds of copper at an average grade of
.75% copper. These ore reserves, with a 75 percent copper recovery, will pro-
vide a mine life of at least 5 years. However, Centurion engineers believe
that the likelihood of additional ore reserves being acquired or discovered is
excellent, and that the mine life can be significantly extended. Centurion
retains a 30% participation "back in" option provision exercisable through
July 1, 1998. Centurion intends to exercise this option in the event results
are favorable. Nevada Star must complete construction of the SX/EW plant and
confirm the plant's successful operation as part of its "earn in" commitment.
Centurion had previously completed the necessary metallurgical test work
and preliminary mine and plant design, and had obtained all the necessary
operating and environmental permits: the Air Quality Permit and the Ground
Water Discharge Permit from the Utah Department of Environmental Quality, the
Reclamation Plan Permit from the Utah Department of Oil, Gas and Mining, the
Special Use Permit from Beaver County, Utah, the Power Line Right-of-Way
Permit from the US Bureau of Land Management and the Utah Highway Department,
and the Ground Water Usage Permit from the Utah Department of Environmental
Quality. Under the Groundwater Usage Permit, the Company has completed two
water wells for the Project. Water supply at the Project site is plentiful and
more than adequate for the planned SX/EW operation. The Company has
authorization to complete a third water well when needed.
To the Company's knowledge, no federal permits are required for either
air quality, reclamation or ground water because the OK will operate on the
Company's Dotson Exploration-owned private property. Dotson Exploration has
completed all state-required archeological and environmental surveys for the
OK Project. The State of Utah requires no further archeological, plant and
wildlife studies because no archeological sites or endangered species of
plants or animals are currently known to exist in the Project area.
During early 1997 Centurion commenced construction on the copper heap
leach pads. Nevada Star will operate the project and has committed to provide
the estimated $6 million necessary for mine and plant construction. The plant
design provides for the production of 40,000 pounds per day of high grade
electrolytic copper at a total cash production cost of less than 40 cents per
pound.
The Company estimates that the construction of the SX/EW plant and the
commencement of mining operations at the OK will require an estimated $6
million, and be completed within six months of commencement of construction of
the copper refining plant. Cash flow from sales of copper cathode are expected
to be generated within the first quarter of operations. Thereafter, the
Company anticipates that it will receive cash flow from its share of operating
profits from the sale of copper.
OTHER PROJECTS
Kings Canyon Project:
- --------------------
Kings Canyon is a large, high quality gold exploration property first
identified in 1988. Centurion's project area of 2,560 acres lies about 60
miles west of the town of Delta, Utah, and is accessible by US Highways 6 and
56 and by improved gravel and dirt roads. The property has no previous mining
history. Electrical and water supply are available near or within the project
area for mining operations.
The Kings Canyon area is host to widespread gold mineralization and
geochemical anomalies over 50 square miles. Although Kings Canyon initially
was a grass-roots project, thus far the Main Discovery Area contains a drilled
out, shallow gold deposit which contains more than 200,000 ounces of gold upon
which Centurion owns a 4 percent production royalty interest. Cash costs for
this discovery were less than $10 per ounce of contained gold. Comprehensive
geologic studies of the Kings Canyon area by Centurion since 1992 have
established that the Discovery Area is only one of the favorable drill targets
on the property. The Company conducted a 9 hole, 5,550 foot drilling program
on the property in fiscal 1997. In August 1996, Centurion's drill hole CKC-96-
10, tested an area several miles south of the Main Discovery and intercepted
encouraging gold mineralization. As of the date of this filing, the Company
has not confirmed commercial gold mineralization by offset drilling at this
location.
Adjacent to Centurion's 100 percent controlled properties, the Company
owns a 4 percent production royalty on all minerals produced from 82
unpatented lode mining claims on 1,600 acres, representing a drilled out
shallow gold deposit containing at least 200,000 ounces of gold owned by an
unrelated company. Centurion also owns a 1.5 percent production royalty on
approximately 7,000 acres of Utah State Mineral Leases and unpatented lode
mining claims held by another company.
For the past several years, concern about the nearby King Top
wilderness study area ("WSA") has delayed exploration of a portion of the
Kings Canyon property. However, the Main Discovery deposit and Centurion's
CKC-96-10 gold discovery zone are both outside the WSA, as are most of the
promising exploration targets. Centurion's management believes that the WSA
will not be approved for permanent inclusion within the wilderness system. All
of Centurion's present exploration targets are outside the present King Top
WSA.
The Company's other projects include the Blue Mountain property. This
project consists of 3,339 acres located in the Milford/Beaver area, about 40
miles westerly from Milford, Utah. Disseminated copper mineralization is
widespread across the Blue Mountain property with numerous small locations
that contain ore grade bearing rock at the surface. Geological evidence
suggests a porphyry copper environment and, possibly, related gold deposits
may be present. The Company drilled 5 holes during 1996 totaling 2300 feet
with inconclusive results, but no holes were drilled during 1997. Additional
further further drilling is planned when budgetary considerations permit.
On August 29, 1997, BHP Minerals International Exploration, Inc.,
terminated the Option For Joint Venture agreement it had signed with Centurion
in January of 1996. The joint venture was directed towards exploration and
commercial development of a large bulk, porphyry-type copper/gold system at
Centurion's "Little Bingham" property in the West Tintic mining district of
Utah. For more information about the termination of this joint venture, please
refer to the discussion at the end of Item 1, "Business", above.
The project entitled "West Tintic" consists of 12,614 total acres of
private mineral rights, Utah State Mining Leases and federal mining claims
that Centurion holds for its own account, and is not part of the "Little
Bingham" property in the West Tintic mining district that comprised the BHP-
Centurion joint venture property. This property is situated about 20 miles
westerly from Eureka, Utah. The Company did not conduct any exploration or
development work on these properties during fiscal 1997 for its own account,
and none is planned for fiscal 1998.
Finally, in fiscal 1997, the Company sent samples of high grade kaolin
group clay from its Silver Island project in Tooele County, Utah to leading
manufacturers of fine china. Results of suitability tests for using this clay
in china manufacturing are pending. These manufacturers have expressed a
desire for bulk quantities. Centurion plans to further evaluate the deposit by
test pitting and drilling during fiscal 1998 to determine available tonnage.
ITEM 3. LEGAL PROCEEDINGS
The Company is not aware of any pending legal proceedings incidental to
the Company's business or properties that involve primarily a claim for damages
in excess of ten percent of current assets excluding interest and costs. In
the ordinary course of its business during fiscal 1997, the Company was
involved in routine legal proceedings as plaintiff and as defendant, none of
which involved claims greater than ten percent of current assets. For that
reason no adjustments to the financial statements have been made to reflect
any material uncertainty regarding the Company's exposure to liability in
these proceedings.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to security holders during the fourth quarter
of fiscal 1997.
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 sales
quotations reported to Centurion during each fiscal quarter for the
period October 1, 1995, through September 30, 1997. These quotations
reflect inter-dealer prices, without retail markup, markdown, or
commission, and may not necessarily represent actual transactions:
1997 1996
----------- -----------
FISCAL QUARTER ENDED: High Low High Low
----------------------------- ---- ---- ---- ----
December 31 (first quarter) 1.38 0.75 2.06 1.44
March 31 (second quarter) 0.94 0.50 2.06 1.38
June 30 (third quarter) 0.75 0.38 1.88 1.31
September 30 (fourth quarter) 0.69 0.31 1.69 0.88
At December 22, 1997, there were approximately 800 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.
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>
1997 1996 1995 1994 1993
<S> <C> <C> <C> <C> <C>
RESULTS OF
OPERATION:
- -----------------
Revenues $ 0 $ 0 $ 0 $ 0 $ 0
Net Income (loss) (1,659,875) (1,660,483) (2,635,655) (2,372,790) (1,142,513)
Net income (loss)
per common share (.06) (.07) (.11) (.12) (.06)
Balance
Sheet Data:
- -----------------
Total assets $10,412,074 $ 9,770,328 $ 8,658,470 $ 8,492,800 $ 4,161,162
Working capital
(deficit) (186,958) 16,695 (51,771) 637,171 290,104
Long-term debt 93,045 106,436 0 0 0
Stockholders'
equity $ 9,851,349 $ 9,256,926 $ 8,265,862 $ 7,940,307 $ 3,828,689
</TABLE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION
Please read this discussion and analysis together with the Company's
audited financial statements located at the end of this report on Form 10-K.
This is management's analysis of the Company's present financial status. It is
not a forecast of what may occur in the future. There are some statements below
that discuss future events involving risks and uncertainties that could result
in materially different outcomes than those projected. However, the Company
cannot control or predict many of these risks and uncertainties. We have tried
to describe these and other risks and uncertainties in our SEC filings, but
please do not overly rely on forward-looking statements made by the Company.
Comparison of Results of Operations in 1997, 1996, and 1995.
- ------------------------------------------------------------
Historically, the Company has not had revenues, and had none in 1997,
1996, and 1995. Instead, it receives operating funds from income sources other
than revenue, such as the option and sale of property and royalty interests,
the sale of equity securities, and interest on investments. The income from
these sources fluctuates irregularly from year to year, causing a significant
impact on operating results. During 1997, 1996, and 1995 the Company did not
receive any income from advance mineral royalties, reimbursements related to
venture properties, or from the sale of properties. Consequently, there was no
corresponding cost of mineral properties sold. However, the Company was
successful in 1997, 1996, and 1995 in obtaining additional equity investments
and in acquiring various mineral properties. Therefore, management of the
Company believes the nature and level of general and administrative
expenditures is appropriate, given the lack of operating revenue.
In summary, the Company's total operating costs decreased 25 percent in
1997 ($1.88 million) as compared to 1996 ($2.29 million), primarily because of
cutbacks in personnel and other overhead costs, after increasing by 10 percent
from 1995 ($2.09 million) to 1996. The 1997 decrease in operating costs,
however, was offset by an equal decrease in non-revenue income from 1996. The
1996 increase in operating costs over 1995, on the other hand, was more than
offset by the added income from securities sales and absence of losses from
investments that were experienced in 1995. These changes resulted in a net
loss for the Company of $1.66 million in each of 1997 ($0.06 per share) and
1996 ($0.07 per share), compared with a net loss of $2.64 million in 1995
($0.11 per share).
General and administrative expenses decreased from $1,886,451 in 1996,
to $1,471,975 in 1997. The decrease is primarily the result of reductions in
personnel and payroll expense, which had increased from 1995 to 1996.
Accounting fees decreased from $51,209 in 1996 to $39,371 in 1997, which was a
significant decrease from 1995 ($118,000). These decreases resulted from
continued reductions in the number and value of common shares issued to
accounting personnel for services, the reduction of personnel in the
accounting department, and in the fees paid to the Company's independent
public accountants. Also, fees paid to consultants for technical, promotional
and administrative work decreased from $476,975 in 1996 to $360,953 in 1997,
which also was a significant decrease from 1995 ($679,000). These decreases
resulted from continued reductions in the number of consultants engaged by the
Company. Office leasing costs have increased from 1995 ($51,000) and 1996
($76,600) to 1997 ($119,968) due to the expansion of field offices and the
increasing need for additional office space for technical and support
services.
In an effort to preserve cash, the Company has traditionally paid some
of its expenses by issuing shares of common stock. The Company paid directors'
fees in 1997, 1996 and 1995 by issuing shares of common stock and accounting
for accruals of unissued shares. The value of the shares issued and accrued,
however, varies from year to year because their valuation is determined
directly by the market price on the issuance date. Also, 1995 was the final
year in which the value of share issuances by Royal Silver to its directors
was added to the Company's general and administrative expense due to the non-
consolidation of Royal Silver's accounts following its reorganization in 1995
with a non-related company.
The difference in interest and other income from 1996 ($155,946) to 1997
($87,748) was due to a one-time option to purchase stock that occurred in
1996. On the other hand, interest and other income greatly increased from 1995
($29,956) to 1996, primarily because of receipts from joint venture payments,
increases in management consulting fees paid to the Company, and from the sale
of an option regarding the Company's Royal Silver stock holdings.
During 1996 and 1997, the Company did not incur any loss from dilution
of equity investment in any of its subsidiaries, in contrast to 1995, in which
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 Silver
to 21.1 percent brought about as a result of its reorganization with a non-
related company.
In fiscal 1997 and 1996, the Company recognized a gain from the sale of
securities it held in Royal Silver common stock. In 1995, the Company did not
sell any of its securities and there was no such gain.
In 1997 and 1995, unlike 1996, the Company experienced a loss from the
disposition of assets. The 1997 loss resulted from the abandonment of a
leasehold interest, and the 1995 loss resulted from the abandonment of
property held by a subsidiary of the Company.
Financial Condition.
- --------------------
In summary, at September 30, 1997, the Company had a cash balance of
$30,080 and accounts receivable of $26,312, of which $25,012 was collected
subsequent to year end, and negative working capital of $186,958. In
comparison, at September 30, 1996, the Company had a cash balance of $133,556
and accounts receivable of $33,842, with a positive working capital of
$16,695. The Company funded its cash expenditures in 1997 and 1996 primarily
by issuing common stock for cash. In 1997, the Company received $1,219,559
from the sale of its common stock at an average price of $0.43 per share, and
$1,578,266 in 1996 at an average price of $1.03 per share. These funds were
used for current and past operating expenses. The Company did not expend any
cash in 1997 or 1996 to acquire interests in subsidiary companies. The
Company's long-term debt of $93,045 is in the form of notes payable to
purchase equipment and a promissory note to purchase mining claims.
The amount of cash used by the Company's operations decreased from
$521,981 in 1996, to $444,665 in 1997, by focusing resources and reducing
overhead costs. The amount of cash used by the Company on acquisition and
exploration of mineral properties increased from $506,262 in 1996 to $793,418
in 1997, primarily due to the increase in personnel and resources to hasten
the completion of the permitting and construction for the OK Copper Mine
project. The Company expended $155,043 in 1997, and $250,551 in 1996, to
acquire property and equipment.
The Company's long term debt is partially related to the lease of
equipment that was acquired during fiscal 1996. The other multi-year
obligations of the Company are note payments on mining claims the Company has
purchased, and payments on mining claim leases that are cancelable at the
Company's option. Moreover, if the Company is not successful in raising
additional equity capital, selling some of its equipment, land, or equity
securities, or negotiating beneficial joint venture business arrangements, the
Company will reduce the level of expenditures by releasing some properties,
thereby eliminating their associated costs to match the Company's cash flow
position.
Management expects the Company's consolidated cash expenditures, in
addition to those associated with the OK Copper Mine, which are expected to
be borne in full by Nevada Star Resource Corp., will approximate $530,000
during fiscal 1998. The anticipated cash expenditures consist of the following:
$80,000 for exploration and development activities; $50,000 for production-
related activities; $10,000 for acquisition of mineral properties; $30,000
for property lease payments; and $360,000 for general and administrative
expenses. These cash expenditures are expected to be primarily funded from:
$200,000 from the private sale of the Company's common stock; $70,000 from the
sale of surplus equipment and land; $200,000 from the sale of Nevada Star
common stock and/or the partial liquidation of Royal common stock; and $60,000
from joint venture business activities.
Liquidity and Capital Resources.
- --------------------------------
In comparing the Company's financial condition at the end of fiscal
years 1997, 1996, and 1995, management determined that for fiscal 1998 it
would be in the Company's best interests to reorganize its corporate and
financial structure by acquiring the assets of Royal Silver Mines, Inc.,
through the tender offer of Centurion shares, while continuing its business
arrangement with Nevada Star to complete the mining copper production facility
and begin operations at the OK Copper Mine project, which upon completion,
is expected to result in significant cash flow to the Company.
The Company's accounts receivable at the end of fiscal 1997, of $26,312,
was due from a non-interest bearing advance made by the Company to a related
party. The $5,000 receivable at September 30, 1996, was for a routine item due
the Company. Prepaid mining leases decreased primarily due to a net
relinquishment of leased mineral properties. Mineral properties, however,
increased from $8,849,485 at September 30, 1996, to $9,648,747 at September
30, 1997, as a result of investments in and the acquisition and exploration of
properties and of equity investments in cash.
Accounts payable increased from $206,622 as of September 30, 1996, to
$295,301 as of September 30, 1997, primarily because of reduced cash flow. The
accrued expenses payable decreased from $45,587 as of September 30, 1996 to
$24,029 as of September 30, 1997. For fiscal 1996, this expense item was the
result of the accrual of employees' salaries, associated taxes and workers
compensation insurance. 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.
During the years ended September 30, 1997 and 1996, the Company made
non-interest bearing advances to related parties of $50,000 and $25,000,
respectively, and received payments from related parties of $49,164 and
$193,997, respectively. During the years ended September 30, 1997 and 1996,
the Company received advances from a shareholder of $2,000 and $5,961,
respectively, and made payments of $3,646 and $32,800, respectively, on those
and prior advances.
Other Matters.
- --------------
The Company believes its operations are presently in substantial
compliance with the comprehensive federal, state and local requirements
applicable to air and water quality, environmental safety, and similar
matters. Failure to comply with these laws, regulations and permits could
result in delays in operations, injunctive actions, damages, and civil and
criminal penalties. As the Company expands, changes or adds operations it may
be required to obtain amended or additional permits or authorizations, and
will continue to seek full compliance.
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
1997, 1996, and 1995. All shares issued to affiliates of the Company are
assigned a dollar value on the books at their 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 66 percent of the value of nonrestricted shares on the date
of issuance.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Consolidated Financial Statements and the Report of Independent Public
Accountants are filed as a part of this report following the Glossary.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
There have been no changes in or disagreements with the Company's
independent public accountants during the Company's two most recent fiscal
years, 1997 and 1996, or any subsequent interim period.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
ITEM 11. EXECUTIVE COMPENSATION
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by Part III (Items 10, 11, 12 and 13) are incorporated
by reference from the Company's definitive proxy statement that is being filed
pursuant to Regulation 14A with the Securities and Exchange Commission at
approximately the same time as the filing of this report on Form 10-K.
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
- Schedule V - Property and equipment for the years
ended September 30, 1997, 1996 and 1995
- Schedule VI - Accumulated depreciation, depletion and
amortization of property and equipment for the years
ended September 30, 1997, 1996 and 1995
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 1997 fiscal year the Company filed one report on Form 8-K,
dated October 18, 1996.
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 shares
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 CTMC and
Jefferson-Pacific Corp. ("JP") dated May 20, 1994
10.20 10 First Amendment to Agreement and Plan of Reorgani-
zation 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 documents are filed as Exhibits 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, 1997
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
- ------------------------------- ------------------------------------------
By: Spenst Hansen, President By: Randy Sutherland, Controller
CHIEF EXECUTIVE OFFICER PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER
Dated: December 23, 1997 Dated: December 23, 1997
---------------------- -----------------------
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
By: /s/ Spenst Hansen Dated: December 23, 1997
---------------------------- ---------------------
Spenst Hansen, Chairman
By: /s/ Orson Mabey, III Dated: December 23, 1997
---------------------------- ---------------------
Orson Mabey III, Director
By: /s/ J.D.H. Morgan Dated: December 23, 1997
--------------------------- ---------------------
J.D.H. Morgan, Director
By: /s/ Mark Dotson Dated: December 23, 1997
---------------------------- ---------------------
Mark Dotson, Director
<PAGE>
GLOSSARY OF CERTAIN MINING TERMS
ACID MINE DRAINAGE - Acidic run-off water from mine waste dumps and
mill tailings ponds containing sulphide minerals. Also refers to ground
water pumped to surface from mines.
ADIT - An opening driven horizontally into the side of a mountain or
hill for providing access to a mineral deposit.
ALTERATION - Any physical or chemical change in a rock or mineral
subsequent to its formation. Milder and more localized than metamorphism.
ANTICLINE - An arch or fold in layers of rock shaped like the crest of a wave.
ASSAY - A chemical test performed on a sample of ores or minerals to
determine the amount of valuable metals contained.
BACKFILL - Waste material used to fill the void created by mining an orebody.
BASEMENT ROCKS - The underlying or older rock mass. Often refers to
rocks of Precambrian age which may be covered by younger rocks.
BASE METAL - Any non-precious metal (e.g. copper, lead, zinc, nickel, etc.)
BEDDING - The arrangement of sedimentary rocks in layers.
BLOCK CAVING - An inexpensive method of mining in which large blocks of
ore are undercut, causing the ore to break or cave under its own weight.
BRECCIA - A rock in which angular fragments are surrounded by a mass of
fine-grained minerals.
BULK MINING - Any large-scale, mechanized method of ming involving many
thousands of tonnes of ore being brought to surface per day.
CATHODE - A rectangular plate of metal, produced by electrolytic
refining, which is melted into commercial shapes such as wirebars,
billets, ingots, etc.
CHALCOCITE - A sulphide mineral of copper common in the zone of
secondary enrichment.
CHANNEL SAMPLE - A sample composed of pieces of vein or mineral deposit
that have been cut out a small trench or channel, usually about 10 cm
wide and 2 cm deep.
CHUTE - An opening, usually constructed of timber and equipped with a
gate, through which ore is drawn from a stope into mine cars.
COMPLEX ORE - An ore containing a number of minerals of economic value.
The term often implies that there are metallurgical difficulties in
liberating and separating the valuable metals.
CONCENTRATE - A fine, powdery product of the milling process containing
a high percentage of valuable metal.
CONGLOMERATE - A sedimentary rock consisting of rounded, water-worn
pebble or boulders cemented into a solid mass.
CONTACT - A geological term used to describe the line or plane along
which two different rock formations meet.
CORE - The long cylindrical piece of rock, about an inch in diameter,
brought to surface by diamond drilling.
CROSSCUT - A horizontal opening driven from a shaft and (or near) right
angles to the strike of a vein or other orebody.
CUT-AND-FILL - A method of stoping in which ore is removed in slices,
or lifts, and then the excavation is filled with rock or other waste
material (backfill), before the subsequent slice is extracted.
DECLINE - An underground passageway connecting one or more levels in a
mine, providing adequate traction for heavy, self-propelled equipment.
Such underground openings are often driven in an upward or downward
spiral, much the same as a spiral staircase.
DEVELOPMENT - Work carried out for the purpose of opening up a mineral
deposit and making the actual ore extraction possible.
DEVELOPMENT DRILLING - Drilling to establish accurate estimates of
mineral reserves.
DIAMOND DRILL - A rotary type of rock drill that cuts a core of rock
that is recovered in long cylindrical sections, two centimeters or more
in diameter.
DILUTION (mining) - Rock that is, by necessity, removed along with the
ore in the mining process, subsequently lowering the grade of the ore.
DIP - The angle at which a vein, structure or rock bed is inclined from
the horizontal as measured at right angles to the strike.
DISSEMINATED ORE - Ore carrying small particles of valuable minerals
spread more or less uniformly through the host rock.
DORE - Unparted gold and silver poured into molds when molten to form
buttons or bars. Further refining is necessary to separate the gold and
silver.
DRIFT - A horizontal underground opening that follows along the length
of a vein or rock formation as opposed to a crosscut which crosses the
rock formation.
DRILL-INDICATED RESOURCE - The size and quality of a potential orebody
as suggested by widely spaced drillholes; more work is required before
the resource can be classified as probable or proven reserves.
DUE DILIGENCE - The degree of care and caution required before making a
decision; loosely, a financial and technical investigation to determine
whether an investment is sound.
DUMP - A long and relatively thin body of igneous rock that, while in
the molten state, intruded a fissure in older rocks.
ELECTROLYTIC REFINING - The process of purifying metal ingots that are
suspended as anodes in an electrolytic bath, alternated with refined
sheets of the same metal which act as starters or cathodes.
ENVIRONMENTAL IMPACT STUDY - A written report, compiled prior to
production decision, that examines the effects proposed mining
activities will have on the natural surroundings.
EPITHERMAL DEPOSIT - A mineral deposit consisting of veins and
replacement bodies, usually in volcanic or sedimentary rocks, containing
precious metals, or, more rarely, base metals.
EXPLORATION - Work involved in searching for ore, usually by drilling
or driving a drift.
FACE - The end of a drift, crosscut or stope in which work is taking place.
FISSURE - An extensive crack, break or fracture in rocks.
FLOAT - Pieces of rock that have been broken off and moved from their
original location by natural forces such as frost or glacial action.
FLOTATION - a milling process in which valuable mineral particles are
induced to become attached to bubbles and float, while others sink.
FOOTWALL - The rock on the underside of a vein or ore structure.
FRACTURE - A break in the rock, the opening of which allows mineral-
bearing solutions to enter. A "cross-fracture" is a minor break
extending at more-or-less right angles to the direction of the principal
fractures.
FREE MILLING - Ores of gold or silver from which the precious metals can
be recovered by concentrating methods without resort to pressure
leaching or other chemical treatment.
GALENA - Lead sulphide, the most common ore mineral of lead.
GOSSAN - The rust-colored capping or staining of a mineral deposit,
generally formed by the oxidation or alteration of iron sulphides.
GRAB SAMPLE - A sample from a rock outcrop that is assayed to determine
if valuable elements are contained in the rock. A grab sample is not
intended to be representative of the deposit, and usually the
best-looking material is selected.
GRADE - The average assay of a ton of ore, reflecting metal content.
HANGINGWALL - The rock on the upper side of a vein or ore deposit.
HEAD GRADE - The average grade of ore fed into a mill.
HEAP LEACHING - A process involving the percolation of a cyanide
solution through crushed ore heaped on an impervious pad or base to
dissolve minerals or metals out of the ore.
HIGH GRADE - Rich ore. As a verb, it refers to selective mining of the
best ore in a deposit.
HOST ROCK - The rock surrounding an ore deposit.
HYDROMETALLURGY - The treatment of ore by wet processes (e.g.,
leaching) resulting in the solution of a metal and its subsequent recovery.
INTRUSIVE - A body of igneous rock formed by the consolidation of magma
intruded into other rocks, in contrast to lavas, which are extruded upon
the surface.
LAGGING - Planks or small timbers placed between steel ribs along the
roof of a stope or drift to prevent rocks from falling, rather than to
support the main weight of the overlying rocks.
LENS - Generally used to describe a body of ore that is thick in the
middle and tapers towards the ends.
LEVEL - The horizontal openings on a working horizon in a mine; it is
customary to work mines from a shaft, establishing levels at regular
intervals, generally about 50 meters or more apart.
LIMESTONE - A bedded, sedimentary deposit consisting chiefly of calcium
carbonate.
LODE - A mineral deposit in solid rock.
METAMORPHIC ROCKS - Rocks which have undergone a change in texture or
composition as the result of heat and/or pressure.
MILL - A processing plant that produces a concentrate of the valuable
minerals or metals contained in an ore. The concentrate must then be
treated in some other type of plant, such as a smelter, to affect
recovery of the pure metal.
MILLING ORE - Ore that contains sufficient valuable mineral to be
treated by milling process.
MINERAL - A naturally occurring homogeneous substance having definite
physical properties and chemical composition and, if formed under
favorable conditions, a definite crystal form.
MINERALIZED MATERIAL OR DEPOSIT - A mineralized body which has been
delineated by appropriate drilling and/or underground sampling to
support a sufficient tonnage and average grade of metal(s). Under SEC
standards, such a deposit does not qualify as a reserve until a
comprehensive evaluation, based upon unit cost, grade, recoveries, and
other factors, conclude economic feasibility.
MUCK - Ore or rock that has been broken by blasting.
NATIVE METAL - A metal occurring in nature in pure form, uncombined
with other elements.
NET PROFIT INTEREST - A portion of the profit remaining after all
charges, including taxes and bookkeeping charges (such as depreciation)
have been deducted.
NET SMELTER RETURN - A share of the net revenues generated from the
sale of metal produced by a mine.
OPEN PIT - A mine that is entirely on surface. Also referred to as an
open-cut or open-case mine.
ORE - Mineralized material that can be mined and processed at a
positive cash flow.
ORE PASS - Vertical or inclined passage for the downward transfer of
ore connecting a level with the hoisting shaft or a lower level.
OREBODY - A natural concentration of valuable material that can be
extracted and sold at a profit.
ORESHOOT - The portion, or length, of a vein or other structure, that
carries sufficient valuable mineral to be extracted profitably.
OXIDATION - A chemical reaction caused by exposure to oxygen that
results in a change in the chemical composition of a mineral.
PARTICIPATING INTEREST - A company's interest in a mine, which entitles
it to a certain percentage of profits in return for putting up an equal
percentage of the capital cost of the project.
PATENT - The ultimate stage of holding a mineral claim, after which no
more assessment work is necessary because all mineral rights have been earned.
PATENTED MINING CLAIM - A parcel of land originally located on federal
lands as an unpatented mining claim under the General Mining Law, the
fee simple title of which has been conveyed from the federal government
to a private party pursuant to the patenting requirements of the General
Mining Law.
PILLAR - A block of solid ore or other rock left in place to
structurally support the shaft, walls or roof of a mine.
PORPHYRY - Any igneous rock in which relatively large crystals, called
phenocrysts, are set in a fine-grained groundness.
PRECAMBRIAN SHIELD - The oldest, most stable regions of the Earth's
crust, the largest of which is the Canadian Shield.
PROSPECT - A mining property, the value of which has not been
determined by exploration.
PROBABLE (INDICATED) RESERVES - Resources for which tonnage and grade
and/or quality are computed primarily from information similar to that
used for proven reserves, but the sites for inspection, sampling and
measurement are farther apart or are otherwise less adequately spaced.
The degree of assurance, although lower than that for proven reserves,
is high enough to assume continuity between points of observation.
PROVEN (MEASURED) RESERVES - Resources for which tonnage is computed
from dimensions revealed in outcrops, trenches, workings or drill holes
and for which the grade and/or quality is computed from the results of
detailed sampling. The sites for inspection, sampling and measurement
are spaced so closely and the geologic character is so well defined that
size, shape, depth and mineral content of reserves are well established.
The computed tonnage and grade are judged to be accurate, within limits
which are stated, and no such limit is judged to be different from the
computed tonnage or grade by more than 20 percent.
PROVEN AND PROBABLE MINERAL RESERVES - Reserves that reflect estimates
of the quantities and grades of mineralized material at a mine which the
Company believes could be recovered and sold at prices in excess of the
cash cost of production. The estimates are based largely on current
costs and on projected prices and demand for such mineralized material.
Mineral reserves are stated separately for each such mine, based upon
factors relevant to each mine. Proven and probable mineral reserves are
based on calculations of reserves provided by the operator of a property
that have been reviewed but not independently confirmed by the Company.
Changes in reserves represent general indicators of the results of
efforts to develop additional reserves as existing reserves are depleted
through production. Grades of ore fed to process may be different from
stated reserve grades because of variation in grades in areas mined from
time to time, mining dilution and other factors. Reserves should not be
interpreted as assurances of mine life or of the profitability of
current or future operations.
RAISE - A vertical or inclined underground working that has been
excavated from the bottom upward.
RAKE - The trend of an orebody along the direction of its strike.
RECLAMATION - The restoration of a site after mining or exploration
activity is completed.
RECOVERY - The percentage of valuable metal in the ore that is
recovered by metallurgical treatment.
REPLACEMENT ORE - Ore formed by a process during which certain minerals
have passed into solution and have been carried away, while valuable
minerals from the solution have been deposited in the place of those removed.
RESERVES - That part of a mineral deposit which could be economically
and legally extracted or produced at the time of the reserve
determination. Reserves are customarily stated in terms of "Ore" when
dealing with metalliferous minerals. Reserves are further classified by
SEC guidelines as "Proven Reserves" or "Probable Reserves" according to
the degree of assurance in the reserve determination data.
RESOURCE - The calculated amount of material in a mineral deposit,
based on limited drill information.
RIB SAMPLES - Ore taken from rib pillars in a mine to determine metal content.
ROCKBOLTING - The act of supporting openings in rock with steel bolts
anchored in holes drilled especially for this purpose.
ROCK MECHANICS - The study of the mechanical properties of rocks, which
includes stress conditions around mine openings and the ability of rocks
and underground structures to withstand these stresses.
ROOM-AND-PILLAR MINING - A method of mining flat-lying ore deposits in
which the mined-out area, or rooms, are separated by pillars of
approximately the same size.
ROTARY DRILL - A machine that drills holes by rotating a rigid, tubular
string of drill rods to which is attached a bit. Commonly used for
drilling large-diameter blastholes in open pit mines.
ROYALTY - An amount of money paid at regular intervals by the lessee or
operator of an exploration or mining property to the owner of the
ground. Generally based on a certain amount per ton or a percentage of
the total production or profits. Also, the fee paid for the right to
use a patented process.
RUN-OF-MINE - A loose term used to describe ore of average grade.
SAMPLE - A small portion of rock or a mineral deposit, taken so that
the metal content can be determined by assaying.
SECONDARY ENRICHMENT - Enrichment of a vein or mineral deposit by
minerals that have been taken into solution from one part of the vein or
adjacent rocks and redeposited in another.
SHAFT - A vertical or steeply inclined excavation for the purpose of
opening and servicing a mine. It is usually equipped with a hoist at
the top which lowers and raises a conveyance for handling personnel and
materials.
SHEAR OR SHEARING - The deformation of rocks by lateral movement along
unnumberable parallel planes, generally resulting from pressure and
producing such metamorphic structures as cleavage and schistosity.
SHRINKAGE STOPING - A stoping method which uses part of the broken ore
as a working platform and as support for the walls of the stope.
SKARN - Name for the metamorphic rocks surrounding an igneous intrusive
where it comes in contact with a limestone or dolostone formation.
SOLVENT EXTRACTION-ELECTROWINNIG (SX/EW) - A metallurgical technique,
so far applied only to copper ores, in which metal is dissolved from the
rock by organic solvents and recovered from solution by electrolysis.
SPHALERITE - A zinc sulphide mineral; the most common ore mineral of zinc.
STEP-OUT DRILLING - Holes drilled to intersect a mineralization horizon
or structure along strike or down dip.
STOCKPILE - Broken ore heaped on surface, pending treatment or shipment.
STOPE - An underground excavation from which ore has been extracted
either above or below mine level.
STRATIGRAPHY - Strictly, the description of bedded rock sequences; used
loosely, the sequence of bedded rocks in a particular area.
STRIKE - The direction, or bearing from true north, of a vein or rock
formation measured on a horizontal surface.
STRINGER - A narrow vein or irregular filament of a mineral or minerals
traversing a rock mass.
STRIPPING RATIO - The ratio of tons removed as waste relative to the
number of tons or ore removed from an open pit mine.
SUBLEVEL - A level or working horizon in a mine between main working levels.
SULPHIDE - A compound of sulphur and some other element.
TAILINGS - Material rejected from a mill after more of the recoverable
valuable minerals have been extracted.
TAILINGS POND - A low-lying depression used to confine tailings, the
prime function of which is to allow enough time for heavy metals to
settle out or for cyanide to be destroyed before water is discharged
into the local watershed.
TREND - The direction, in the horizontal plane, or a linear geological
feature (for example, an ore zone), measured from true north.
TROY OUNCE - Unit of weight measurement used for all precious metals.
The familiar 16-ounce avoirdupois pound equals 14.583 Troy Ounces.
UNPATENTED MINING CLAIM - A parcel of property located on federal lands
pursuant to the General Mining Law and the requirements of the state in
which the unpatented claim is located, the paramount title of which
remains with the federal government. The holder of a valid, unpatented
lode mining claim is granted certain rights including the right to
explore and mine such claim under the General Mining Law.
VEIN - A mineralized zone having a more or less regular development in
length, width and depth which clearly separates it from neighboring rock.
VUG - A small cavity in a rock, frequently lined with well-formed
crystals. Amethyst commonly forms in these cavities.
WALL ROCKS - Rock units on either side of an orebody. The hangingwall
and footwall rocks of an orebody.
WASTE - Barren rock in a mine, or mineralized material that is too low
in grade to be mined and milled at a profit.
WINZE - An internal shaft.
ZONE OF OXIDATION - The upper portion of an orebody that has been oxidized.
<PAGE>
* - * - *
CENTURION MINES CORPORATION AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1997 AND 1996
CENTURION MINES CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
<PAGE>
C O N T E N T S
Independent Auditors' Report. . . . . . . . . . . . . . . . . . .
Consolidated Balance Sheets . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Operations . . . . . . . . . . . . . .
Consolidated Statements of Stockholders' Equity . . . . . . . . .
Consolidated Statements of Cash Flows . . . . . . . . . . . . . .
Notes to the Consolidated Financial Statements. . . . . . . . . .
<PAGE>
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, 1997
and 1996 and the related consolidated statements of operations, cash
flows and stockholders' equity for the years ended September 30, 1997,
1996 and 1995. 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, 1997
and 1996 and the results of their operations and their cash flows for
the years ended September 30, 1997, 1996 and 1995 in conformity with
generally accepted accounting principles.
Jones, Jensen & Company
November 26, 1997
<PAGE>
CENTURION MINES CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets (Continued)
ASSETS
<TABLE> September 30,
1997 1996
<S> <C> <C>
CURRENT ASSETS
Cash $ 30,080 $ 133,556
Accounts receivable - 5,000
Accounts receivable - related parties (Note 9) 26,312 28,842
Prepaid mining leases 41,606 76,578
Marketable securities (Note 5) 150,000 150,000
Total Current Assets 247,998 393,976
MINERAL PROPERTIES (Note 3) 9,648,747 8,849,485
PROPERTY AND EQUIPMENT (Note 2)
Furniture and office equipment 249,000 240,717
Field equipment 580,999 441,756
Leasehold improvements 7,517 8,845
Vehicles 125,151 125,151
Leased automobiles and equipment 84,620 84,620
Less - accumulated depreciation
and amortization (547,436) (385,412)
Total Property and Equipment 499,851 515,677
OTHER ASSETS 15,478 11,190
TOTAL ASSETS $ 10,412,074 $ 9,770,328
</TABLE>
<PAGE>
CENTURION MINES CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets (Continued)
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
September 30,
1997 1996
<S> <C> <C>
CURRENT LIABILITIES
Accounts payable $ 295,301 $ 206,622
Accrued expenses 24,029 45,587
Payable to related party (Note 9) 476 6,074
Advances from shareholder (Note 9) 84,315 6,561
Leases payable - current portion (Note 7) 30,835 31,895
Notes payable - current portion (Note 6) - 80,542
Total Current Liabilities 434,956 377,281
LONG-TERM DEBT
Leases payable (Note 7) 22,041 32,445
Note payable - related party (Note 9) - 35,530
Notes payable (Note 6) 71,004 38,461
Total Long-Term Debt 93,045 106,436
Total Liabilities 528,001 483,717
MINORITY INTEREST IN CONSOLIDATED SUBSIDIARIES 32,724 29,685
COMMITMENTS AND CONTINGENCIES
(Notes 10, 11, and 12) - -
STOCKHOLDERS' EQUITY
Common stock, $.01 par value; 40,000,000 shares
authorized, 30,575,796 and 26,081,077 shares
issued and outstanding, respectively 305,758 260,811
Additional paid-in capital 21,871,474 19,673,873
Accumulated deficit (12,314,383) (10,654,508)
Receivable related to sale of common stock (11,500) (23,250)
Total Stockholders' Equity 9,851,349 9,256,926
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $10,412,074 $ 9,770,328
</TABLE>
<PAGE>
CENTURION MINES CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations
<TABLE>
For the Years Ended September 30,
1997 1996 1995
<S> <C> <C> <C>
REVENUES
Operating revenue $ - $ - $ -
Total Revenues - - -
OPERATING COSTS
General and administrative 1,394,512 1,829,076 1,737,027
General and administrative -
related party (Note 9) 77,460 57,375 39,849
Mineral leases 235,811 266,152 204,821
Depreciation and amortization 170,869 136,282 106,328
Total Operating Costs 1,878,656 2,288,885 2,088,025
LOSS FROM OPERATIONS (1,878,656) (2,288,885) (2,088,025)
OTHER INCOME (EXPENSE)
Interest and other income 87,748 155,946 29,956
Interest expense (17,703) (11,013) (2,501)
Loss on investments accounted for
under the equity method - - (686,809)
Sale of securities 319,471 482,413 -
Gain (loss) from disposition of assets (167,696) - (154,431)
Total Other Income (Expense) 221,820 627,346 (813,785)
NET LOSS BEFORE MINORITY INTERESTS (1,656,836) (1,661,539) (2,901,810)
MINORITY INTERESTS IN (GAIN) LOSS
OF CONSOLIDATED SUBSIDIARIES (3,039) 1,056 266,155
NET LOSS $(1,659,875) $(1,660,483) $(2,635,655)
NET LOSS PER COMMON SHARE $ (.06) $ (.07) $ (.11)
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING 28,206,128 24,599,843 23,266,388
</TABLE>
<PAGE>
CENTURION MINES CORPORATION AND SUBSIDIARIES
Consolidated Statements of Stockholders' Equity
<TABLE>
Additional Receivable
Common Stock Paid-in Accumulated Related to Sale
Shares Amount Capital Deficit of Common Stock
<S> <C> <C> <C> <C> <C>
Balance,
September 30, 1994 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
September 30, 1995 - - - 2,635,655) -
Balance,
September 30, 1995 23,804,671 $ 238,047 $17,045,090 $ (8,994,025) $ (23,250)
<PAGE>
CENTURION MINES CORPORATION AND SUBSIDIARIES
Consolidated Statements of Stockholders' Equity (Continued)
Additional Receivable
Common Stock Paid-in Accumulated Related to Sale
Shares Amount Capital Deficit of Common Stock
<S> <C> <C> <C> <C> <C>
Balance,
September 30, 1995 23,804,671 $ 238,047 $17,045,090 $ (8,994,025) $ (23,250)
Issuance of shares to
employees, officers and
consultants for services
at prices ranging from
$1.00 to $1.87 per share 311,250 3,112 440,874 - -
Issuance of shares for
directors fees at prices
ranging from $1.21 to
$1.84 per share 245,000 2,450 339,525 - -
Issuance of shares for
cash at prices ranging
from $0.66 to $1.50
per share 1,538,656 15,387 1,562,879 - -
Issuance of shares in
lieu of outstanding debt
at prices ranging from
$1.25 to $1.87 per share 25,000 250 38,510 - -
Issuance of shares for the
purchase of property at
prices ranging from $1.31
to $1.84 per share 156,500 1,565 246,995 - -
Net loss for the year ended
September 30, 1996 - - - (1,660,483) -
Balance,
September 30, 1996 26,081,077 $ 260,811 $19,673,873 $(10,654,508) $ (23,250)
<PAGE>
CENTURION MINES CORPORATION AND SUBSIDIARIES
Consolidated Statements of Stockholders' Equity (Continued)
Additional Receivable
Common Stock Paid-in Accumulated Related to Sale
Shares Amount Capital Deficit of Common Stock
<S> <C> <C> <C> <C> <C>
Balance
September 30, 1996 26,081,077 $ 260,811 $19,673,873 $(10,654,508) $ (23,250)
Issuance of shares to
employees, officers and
consultants for services
at prices ranging from
$0.25 to $1.25 per share 1,134,819 11,348 696,851 - -
Issuance of shares for directors
fees at prices ranging from
$0.53 to $1.00 per share 135,000 1,350 99,900 - -
Issuance of shares for cash
at prices ranging from
$0.23 to $0.79 per share 2,810,420 28,104 1,191,455 - -
Issuance of shares for purchase
of mineral properties at prices
ranging from $0.38 to $0.50
per share 371,080 3,711 169,829 - -
Issuance of shares in lieu of
outstanding debt at $0.92
per share 43,400 434 39,566 - -
Stock subscription received - - - - 11,750
Net loss for the year ended
September 30, 1997 - - - (1,659,875) -
Balance,
September 30, 1997 30,575,796 $ 305,758 $21,871,474 $(12,314,383) $ (11,500)
</TABLE>
<PAGE>
CENTURION MINES CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
<TABLE>
For the Years Ended September 30,
1997 1996 1995
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (1,659,875) $ (1,660,483) $ (2,635,655)
Adjustments to reconcile net income
(loss) to net cash used in operating
activities:
Compensation and other expenses paid
through issuance of common stock 708,199 443,986 691,810
Issuance of common stock to directors
for compensation 101,250 341,975 203,300
Loss (gain) on disposition of assets 167,696 (6,799) -
Depreciation and amortization 170,869 136,282 106,328
Minority interests 3,039 (1,056) (266,155)
Changes in assets and liabilities net of
effect of acquisitions:
Accounts receivable 5,000 - (5,000)
Accounts receivable - related parties 2,530 168,997 (114,771)
Marketable securities - (150,000) -
Prepaid mining leases 34,972 13,169 9,927
Other assets (4,288) (5,300) 5,156
Accounts payable and related
party payables 47,551 163,479 125,002
Accrued expenses (21,558) 33,769 (106,232)
Net Cash Used by
Operating Activities (444,615) (521,981) (1,986,290)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment (155,043) (250,551) (266,556)
Acquisition and exploration of
mineral properties (793,418) (506,262) (307,220)
Net Cash Used by
Investing Activities $ (948,461) $(756,813) $ (573,776)
<PAGE>
CENTURION MINES CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows (Continued)
For the Years Ended September 30,
1997 1996 1995
<S> <C> <C> <C>
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock for cash $ 1,219,559 $ 1,578,266 $ 1,867,000
Proceeds on leases payable 18,000 - -
Payments on leases payable (29,464) (14,394) -
Payments on notes payable (7,999) (142,193) -
Cash received on subscription receivable 11,750 - -
Advances from shareholder 84,315 5,961 33,400
Payments to shareholder (6,561) (32,800) (32,850)
Net Cash Provided by
Financing Activities 1,289,600 1,394,840 1,867,550
NET INCREASE (DECREASE) IN CASH (103,476) 116,046 (692,516)
CASH, BEGINNING OF YEAR 133,556 17,510 710,026
CASH, END OF YEAR $ 30,080 $ 133,556 $ 17,510
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the year for:
Income taxes $ 600 $ 600 $ 700
Interest $ 17,703 $ 11,013 $ 2,248
</TABLE>
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
During the year ended September 30, 1997, Centurion issued 371,080 shares of
common stock valued at $173,540 for the acquisition of mineral properties.
Centurion also issued 43,400 shares of common stock valued at $40,000 in lieu
of a cash payment on a note owed for the acquisition of mineral properties.
During the year ended September 30, 1996, Centurion issued 25,000 shares of
common stock valued at $38,760 in lieu of cash payments for outstanding debt.
Centurion also issued 156,500 shares of common stock for the acquisition of
mineral properties and field equipment valued at $248,560.
During the year ended September 30, 1996, Centurion acquired mineral properties
valued at $161,196 and property and equipment valued at $78,734 through the
issuance of promissory notes and lease agreements (See Notes 6 and 7).
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.
<PAGE>
CENTURION MINES CORPORATION AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
September 30, 1997 and 1996
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 $9,648,747 of mineral properties included in the
accompanying consolidated balance sheet as of September 30, 1997 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, 1997 has an accumulated deficit of
$12,314,383. During the year ended September 30, 1997, the
Company's operations used $444,615 of cash and the Company used
$948,461 of cash in investing activities. The Company's cash was
provided from the sale of 2,810,420 shares of common stock at an
average price of $0.43 per share for $1,219,559. Management
expects that the Company's cash expenditures for the fiscal year
ended September 30, 1998 will consist of the following: $80,000 for
exploration activities, $50,000 for production related activities,
$10,000 for acquisition of mineral properties, $30,000 for property
lease payments, and $360,000 for general and administrative
expenses. Management also expects that the Company's cash receipts
for the fiscal year ended September 30, 1998 will consist of the
following: $200,000 from the sale of common stock, $70,000 from the
sale of surplus equipment and land, $200,000 from the sale of
Nevada Star common stock and the partial liquidation of Centurion's
ownership in Royal Silver Mines, Inc. stock, and $60,000 from joint
venture business activities.
Although at September 30, 1997, the Company had a negative working
capital of $186,958, the Company is currently negotiating to sell
additional properties and contemplates financing further
exploration of its mineral properties through joint venture
arrangements. Subsequent to the end of fiscal 1997, the Company
signed a Letter of Intent with Nevada Star Resources Corp. to bring
about the completion of construction and begin operation of the
SX/EW copper production facility at the site of the Company's OK
Copper Mine project, in exchange for stock and royalties, any of
which may result in additional capital to the Company (see Note
12). Nevertheless, if the Company is not successful in raising
additional equity capital, is not able to sell some of its mineral
properties, is not able to negotiate joint venture arrangements, or
does not receive additional capital from its business ventures, the
Company will reduce the level of expenditures to match its cash
flow position.
<PAGE>
CENTURION MINES CORPORATION AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
September 30, 1997 and 1996
NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying consolidated financial statements include the
accounts of Centurion and its subsidiaries, Centurion
Exploration Incorporated ("CEI") and Dotson Exploration Company
("DEC"), 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; 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 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. (See Note 4).
a. Accounting Method
The Company's financial statements are prepared using the
accrual method of accounting. The Company has elected a
September 30 year end.
b. Cash and Cash Equivalents
The Company considers all highly liquid investments with a
maturity of three months or less when purchased to be cash
equivalents.
c. 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.
d. 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.
<PAGE>
CENTURION MINES CORPORATION AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
September 30, 1997 and 1996
NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)
d. Property and Equipment (Continued)
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
Depreciation expense for the years ended September 30, 1997,
1996 and 1995 was $170,869, $136,282 and $106,328, respectively.
e. 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,
1997, 1996, and 1995, the Company capitalized $0, $0 and $0,
respectively, of interest costs to mineral properties and
expensed $17,703, $11,013, and $2,501, respectively.
f. Net Loss Per Common Share
Net 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, 1997, 1996 and 1995 since they were
antidilutive. No material dilution resulted from common
stock equivalents outstanding for the year ended September
30, 1997.
g. Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could
differ from those estimates.
h. Reclassifications
Certain 1996 and 1995 amounts have been reclassified to
conform to the 1997 financial statement presentation.
<PAGE>
CENTURION MINES CORPORATION AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
September 30, 1997 and 1996
NOTE 3 -MINERAL PROPERTIES
The following summarizes the Company's investments in
significant mineral properties as of September 30, 1997 and
1996 and briefly describes the properties and activity
related to each property.
1997 1996
--------------- ------------
Utah Gold Belt Properties $ 254,002 $ 254,002
Tintic Districts 6,900,515 6,659,089
Kings Canyon Project 411,488 234,034
OK Copper Mine Area 1,556,771 1,008,693
Other 525,971 693,667
--------------- -------------
$ 9,648,747 $ 8,849,485
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 4). Royal
Silver Mines, Inc. holds properties at the Utah Gold Belt.
During the years ended September 30, 1997, 1996 and 1995, the
Company expended $0, $625 and $581, respectively, on
exploration of these properties.
b. Tintic Districts
The Main Tintic project covers approximately 14,756 acres of
land which are held in a combination of forms, including
private mining leases, state mineral leases, patented 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.
<PAGE>
CENTURION MINES CORPORATION AND SUBSIDIARIES
Notes to the Consolidated Financial Statements (Continued)
September 30, 1997 and 1996
NOTE 3 -MINERAL PROPERTIES (Continued)
b. Tintic Districts (Continued)
During the years ended September 30, 1997, 1996 and 1995, the
Company expended $241,426, $292,023 and $542,802, respectively,
on exploration and development of these properties. The Company
expended $0, $238,321 and $32,100 on acquisition of additional
properties in the Tintic Districts during fiscal years 1997,
1996 and 1995, respectively.
c. Kings Canyon Project
The Kings Canyon project includes approximately 3,840 acres
of Utah 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.
The Company owns a 4% production royalty on all minerals
produced from 82 claims (1,600 acres) and owns a 1.5%
production royalty on an additional 12 Utah state mineral
leases (5,500 acres) held by another company.
During the years ended September 30, 1997, 1996 and 1995, the
Company expended $177,454, $103,429 and $39,186,
respectively, on exploration related to the project.
d. OK Copper Mine Area
The OK Copper Mine property consists of approximately 8,700
acres of privately owned land and unpatented mining claims in
Beaver County, Utah. The claims have proven copper reserves.
During the years ended September 30, 1997, 1996, and 1995,
the Company expended $548,078, $240,995 and $452,773,
respectively, on exploration of these claims.
<PAGE>
CENTURION MINES CORPORATION AND SUBSIDIARIES
Notes to the Consolidated Financial Statements (Continued)
September 30, 1997 and 1996
NOTE 4 -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, 1997 and 1996.
a. 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 loaned to the Company by Dr.
Spenst Hansen, which was subsequently reimbursed, and 102,000
shares of Tintic Coalition common stock were issued to the
Company for that initial investment.
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.
TCM provides personnel and payroll services to the Company.
b. Mammoth Mining Company and its Subsidiary
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 81.8 percent.
MMC has land and lease ownership in the Tintic Mining
District. It also has a 61.1 percent ownership in a separate
subsidiary company, The Gold Chain Mining Company. The Gold
Chain Mining Company is currently inactive.
<PAGE>
CENTURION MINES CORPORATION AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
September 30, 1997 and 1996
NOTE 4 - INVESTMENTS IN SUBSIDIARIES AND OTHER MINING COMPANIES
(Continued)
c. 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, 1996 and 1997.
Dotson Exploration Company has land and lease ownership in the
Milford, Utah Mining District. Exploration activities by
Centurion on these properties have confirmed the existence of
copper ore reserves.
d. 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. CEI has
provided personnel and payroll services to the Company (other
than management personnel).
NOTE 5 - MARKETABLE SECURITIES
The Company currently owns 1,091,267 shares of Royal Silver
Mines, Inc. (Royal) common stock, a related company, which is
approximately 8% of the total outstanding shares at September
30, 1997. 100,000 shares of the total amount owned were
purchased on July 12, 1996 at a cost of $150,000. The Company
carries these marketable securities at the lower of cost or
market value of $150,000 and $150,000 at September 30, 1997 and
1996, respectively. The Company also received $50,000 from
Royal during the year ended September 30, 1996 which granted
Royal a two-year option to repurchase up to 800,000 of their
shares at a price equal to $1.75 per share. This $50,000 has
been recorded in the accompanying consolidated financial
statements as other income. Royal had not exercised any of this
option at September 30, 1997. The Company is currently in
discussions with Royal to enter into a business arrangement that
if implemented may include, among other actions, exchanging
Company common stock to acquire certain of Royal's U.S. silver
properties, or significant amounts of the outstanding common
stock of Royal (see Note 12).
<PAGE>
CENTURION MINES CORPORATION AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
September 30, 1997 and 1996
NOTE 6 - NOTES PAYABLE
Notes payable consisted of the following at September 30, 1997 and 1996:
September 30,
1997 1996
[S] [C]
Purchase note payable for patented mining
claims in the Bradshaw Mining District,
non-interest bearing, payable in $40,000
worth of free-trading Centurion stock in
semi-annual increments (see below). $ 71,004 111,003
Purchase note payable for patented mining
claims in the Chrysocolla Mining District,
non-interest bearing, payable in $8,000
annual increments. - 8,000
Total Notes Payable 71,004 119,003
Less: Current Portion - (80,542)
Long-Term Notes Payable $ 71,004 $38,461
Maturities of long-term debt are as follows:
Year Ending
September 30, Amount
---------------------- -----------------
1998 $ -
1999 71,004
2000 -
2001 -
2002 and thereafter -
Total $71,004
The $71,004 payable is currently in dispute. Management is vigorously
contesting the claim and believes that there is a remote likelihood
of having to pay the debt. Accordingly, the debt is recorded as long-
term.
NOTE 7 - LEASES PAYABLE
The Company leases certain equipment and vehicles. Obligations under
these capital leases have been recorded in the accompanying
consolidated financial statements at the present value of future
minimum lease payments. The capitalized cost of $84,620 less
accumulated depreciation of $29,343 is included in property and
equipment in the accompanying consolidated financial statements.
Depreciation expense for these assets for the years ended September
30, 1997, 1996 and 1995 was $16,928, $12,415 and $0, respectively.
<PAGE>
CENTURION MINES CORPORATION AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
September 30, 1997 and 1996
NOTE 7 - LEASES PAYABLE (Continued)
Leases payable consisted of the following at September 30, 1997 and 1996:
September 30,
1997 1996
Lease payable to a leasing company,
secured by property, interest at 11.5%,
payable in monthly installments of $462,
final payment due July, 2001. $ 17,430 $ 20,499
Lease payable to a leasing company,
secured by property, non-interest bearing,
payable in monthly installments of $626,
final payment due February, 1997. - 3,759
Lease payable to a leasing company,
secured by automobile, interest at 11.5%,
payable in monthly installments of $379,
final payment due April, 1998. 3,357 6,653
Lease payable to a leasing company,
secured by automobile, interest at 11.0%,
payable in monthly installments of $470,
final payment due June, 1998. 5,024 8,893
Lease payable to a leasing company,
secured by automobiles, interest at 11.5%,
payable in monthly installments of $835,
final payment due August, 1999. 17,165 -
Lease payable to a leasing company,
secured by automobile, interest at 11.0%,
payable in monthly installments of $1,485,
final payment due March, 1998. 9,900 24,536
Total Leases Payable 52,876 64,340
Less: Current Portion (30,835) (31,895)
Long-Term Leases Payable $ 22,041 $ 32,445
<PAGE>
CENTURION MINES CORPORATION AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
September 30, 1997 and 1996
NOTE 7 - LEASES PAYABLE (Continued)
The future minimum lease payments under these capital leases and
the net present value of the future minimum lease payments are
as follows:
Year Ending September 30, Amount
------------------------------- ______________
1998 $ 36,293
1999 14,734
2000 5,548
2001 4,623
2002 and thereafter -
--------------
Total future minimum lease payments 61,198
Less, amount representing interest (8,322)
Present value of future minimum lease payments $ 52,876
=========
NOTE 8 -INCOME TAXES
As of September 30, 1997, the Company had net operating loss
carryforwards available to offset future taxable income of
approximately $11,750,000. 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 expire.
Expiration Date
1999 $ 178,000
2000 101,000
2001 230,000
2002 346,000
2003 457,000
2004 727,000
2005 534,000
2006 -
2007 141,000
2008 1,027,000
2009 1,774,000
2010 2,215,000
2011 1,760,000
2012 1,794,000
=================
TOTAL $ 11,284,000
<PAGE>
CENTURION MINES CORPORATION AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
September 30, 1997 and 1996
NOTE 9 -RELATED PARTY TRANSACTIONS
The Company paid compensation to officers, directors and others
by issuing, on certain occasions, restricted shares of its
common stock. The value of the restricted shares issued as
compensation has been recorded at 67 percent of the quoted
market value of the trading common stock on the date the shares
were issued.
Officers and directors of the Company were issued common stock
for compensation as follows:
Year Ended September 30, 1997 1996 1995
Compensation
----------------------------- ----------- ----------- --------
Value of common shares issued $ 259,279 $ 341,975 $203,300
Number of shares issued 388,300 245,000 143,000
The Company made non-interest bearing advances to shareholders
and companies whose shareholders and officers are also
shareholders and officers of the Company. As of September 30,
1997, and 1996, $26,312 and $28,842, 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, 1997 and
1996, $84,315 and $6,561, respectively, was due from the Company
as a result of these advances. As of September 30, 1997 and
1996, $476 and $6,074, respectively, was due to other related
parties as a result of operating expense advances.
During September 1996, the Company signed a promissory note at
8% interest to a related company for $35,530. The note was paid
off during the year ended September 30, 1997.
During the year ended September 30, 1997, the Company issued
2,426,184 shares of its common stock to related parties for
$1,002,259 in cash (average price of $0.41 per share).
During the year ended September 30, 1996, the Company issued
1,171,959 shares of its common stock to related parties for
$1,099,996 in cash (average price of $0.94 per share).
The Company leases certain buildings and offices located at the
Main Tintic Project Mine from a related company owned and
operated by an officer, director and principal shareholder of
the Company for $6,000 per month. The transaction was not
negotiated at arms-length. Total lease payments during the year
ended September 30, 1997 were $72,000.
<PAGE>
CENTURION MINES CORPORATION AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
September 30, 1997 and 1996
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 $32,000 annually. 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 under noncancelable
operating leases. These leases expire during 1998. Minimum
future payment to be paid under these arrangements will amount
to approximately $13,860 for the year ending September 30,
1998. Rent expense for the years ended September 30, 1997, 1996
and 1995 was approximately $50,570, $76,600 and $45,500,
respectively.
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. As of September
30, 1997, the shareholders have approved 5,000,000 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 5,000,000 shares. As of September 30,
1997, 3,624,296 shares of common stock have been awarded under
the Plan.
<PAGE>
CENTURION MINES CORPORATION AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
September 30, 1997 and 1996
NOTE 11 -COMMON STOCK AND OPTIONS (Continued)
b. Stock Options and Warrants
Beginning with the quarter ended June 30, 1993 and ending March
31, 1995, Centurion granted options to its directors, certain of
its executive officers, 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. Due to the non-reelection of one of the Company's
directors, 20,000 of the options were forfeited during fiscal
year 1994. From April 1, 1995 to September 30, 1996, Centurion
granted additional options to its directors, certain of its
executive officers, and a key consultant to purchase an
aggregate of 295,000 shares of common stock on the same terms as
the earlier grant of options. As of September 30, 1997, options
to purchase 690,000 shares of common stock remained exercisable.
The options are exercisable through September 30, 2000, or six
months after the option holder ceases to be a director, officer
or consultant to the Company. Stock option activity for the
years ended September 30, 1995, 1996, and 1997 consisted of the
following:
Number Price
of Shares per Share
---------- ----------
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
Granted during the year 295,000 1.50
Exercised during the year (150,000) 1.50
---------- ----------
Outstanding at September 30, 1996 450,000 1.50
Granted during the year 240,000 1.50
Exercised during the year - -
---------- ----------
Outstanding at September 30, 1997 690,000 $ 1.50
========== ==========
The Company granted options to purchase 750,000 shares of
common stock to its directors, president and CEO at $1.44,
which represents 150% of the closing stock price on the grant
date. None of the options will vest until the daily closing
price of the Company's common stock maintains an average level
of at least $1.20 which represents 125% of the closing stock
price on the grant date, for a period of no less than 30
consecutive trading days, to be achieved on or before September
30, 1998. The options are exercisable only upon vesting and
expire on September 30, 2001.
<PAGE>
CENTURION MINES CORPORATION AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
September 30, 1997 and 1996
NOTE 11 -COMMON STOCK AND OPTIONS (Continued)
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 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
(average price of $1.41 per share). During fiscal year 1996,
Centurion sold 1,538,656 shares of common stock to individual
investors for $1,215,475 at prices ranging from $0.66 to $1.50
per share (average price of $0.79 per share). During fiscal
year 1997, Centurion sold 2,810,420 shares of common stock to
individual investors for $1,219,559 at prices ranging from
$0.23 to $0.79 per share (average price of $0.43 per share).
d. Common Stock Issuances
During the years ended September 30, 1997, 1996, and 1995,
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.
NOTE 12 - SUBSEQUENT EVENTS
Subsequent to September 30,1997, the following events have
occurred.
a. Nevada Star Resource Corp.
The Company entered into a Letter of Intent agreement with
Nevada Star Resource Corp. that should result in bringing the
OK Copper Mine project near Milford, Utah (USA) into production
before the end of fiscal 1998. The Company expects to receive
significant income from the OK project during fiscal 1998.
Further, with the benefit of cash flow from the OK copper
operations, the Company intends to concentrate on developing
the copper, gold and silver deposits at its Main Tintic mining
district properties near Eureka, Utah. Under the basic terms
of the Letter of Intent, the Company will receive 2,000,000
shares of Nevada Star common stock, plus a 12 percent
production royalty that applies to all copper production coming
from a 144 square mile "area of joint interest" centered at the
OK Mine site. This includes both Company-owned ore deposits,
as well as high grade copper ore reserves Nevada Star presently
controls. Also, the Company retains a 30% "back in" option
that may be exercised through July 1, 1998. Centurion has
agreed to assign its operating and environmental permits
immediately, and to transfer its ownership of mining
properties, water wells, and various other assets to Nevada
Star after certain conditions have been met, including
completion of construction of the SX/EW plant and confirmation
that the plant is operational. Nevada Star has agreed to
assume various debt and accounts payable obligations related
to the development work performed to date by the Company in the
OK Mine area. The Company also has the right to process copper
ores and concentrates from its Main Tintic mining district
properties through the SX/EW copper refining plant, which should
provide additional income to the Company.
<PAGE>
CENTURION MINES CORPORATION AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
September 30, 1997 and 1996
b. Royal Silver Mines, Inc.
The Company has entered into preliminary discussions with Royal
Silver Mines, Inc., to consider possible business arrangements
between the two companies. The intended purpose of such an
arrangement would be to combine the Company's privately-owned
mining properties in the State of Utah, comprising the OK
Copper SX/EW project, currently under construction, its Tintic
mining district holdings, and its other Utah exploration
properties, with Royal's extensive privately-owned silver
properties in the Coeur d' Alene (Idaho) mining district and
Royal's advanced-stage mining development projects in Mexico
and Chile, including its major copper project in the Mocha
mining district of Chile, presently under contract with Teck
Resources, Ltd. (Canada). In furtherance of this course of
action, the Company has arranged to purchase certain Coeur d'
Alene silver properties plus certain other privately-owned
mining properties from Royal. These properties have an
aggregate value of approximately $1,500,000.
(End of Consolidated Financial Statements)
<PAGE>
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, 1997, AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO ITS FINANCIAL STATEMENTS.
[PERIOD-TYPE] YEAR
[FISCAL-YEAR-END] SEP-30-1997
[PERIOD-END] SEP-30-1997
[CASH] 30,000
[SECURITIES] 150,000
[RECEIVABLES] 26,312
[ALLOWANCES] 0
[INVENTORY] 41,606
[CURRENT-ASSETS] 247,998
[PP&E] 10,711,512
[DEPRECIATION] (547,436)
[TOTAL-ASSETS] 10,412,074
[CURRENT-LIABILITIES] 434,956
[BONDS] 125,769
[COMMON] 305,758
[PREFERRED-MANDATORY] 0
[PREFERRED] 0
[OTHER-SE] 9,545,591
[TOTAL-LIABILITY-AND-EQUITY] 10,412,074
[SALES] 0
[TOTAL-REVENUES] 87,748
[CGS] 0
[TOTAL-COSTS] 1,878,656
[OTHER-EXPENSES] 3,039
[LOSS-PROVISION] (151,775)
[INTEREST-EXPENSE] 17,703
[INCOME-PRETAX] (1,659,875)
[INCOME-TAX] 0
[INCOME-CONTINUING] 0
[DISCONTINUED] 0
[EXTRAORDINARY] 0
[CHANGES] 0
[NET-INCOME] (1,659,875)
[EPS-PRIMARY] (.06)
[EPS-DILUTED] (.06)
