UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM 10-QSB
[X] Quarterly Report Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
For the Quarterly Period ended March 31, 1996
Transition Report under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Transition Period from to
-------- ---------
Commission File Number
------------------------------
IDAHO CONSOLIDATED METALS CORP.
- - -------------------------------
(Exact Name of Small Business Issuer as Specified in Its Charter)
British Columbia, Canada
- - ------------------------
(State or other jurisdiction of incorporation or organization)
82-0465571
- - ----------
(I.R.S. Employer Identification No.)
504 Main Street, Suite 475
Post Office Box 1124
Lewiston, Idaho 83501
- - --------------------------
(Address of Principal Executive Offices)
(208) 743-0914
- - --------------
(Issuer's Telephone Number, Including Area Code)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or
for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the
past 90 days. Yes [ ] No [X]
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: 5,968,308 as of
March 31,1996.
Transitional Small Business Disclosure Format (check one):
Yes [ ] No [X]
<PAGE>
IDAHO CONSOLIDATED METAL CORP.
Form 10-QSB
For the Fiscal Quarter ended March 31, 1996
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements of the Company
Item 2. Management's Discussion and Analysis or Plan of
Operation
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
Signatures
<PAGE>
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS OF THE COMPANY
- - -------------------------------------------
The following unaudited interim financial statements for the period
ending 31 March 1996, are included in response to item 1 and have been
compiled by Staley, Okada, Chandler & Scott, Chartered Accountants.
The financial statements should be read in conjunction with
Management's Discussion and Analysis or Plan of Operations and other
financial information included elsewhere in this Form 10-QSB.
<PAGE>
SCHEDULE A
IDAHO CONSOLIDATED METALS CORP.
INTERIM FINANCIAL STATEMENTS
31 MARCH 1996
Unaudited - See Notice to Reader
U.S. Funds
STALEY, OKADA, CHANDLER & SCOTT
Chartered Accountants
<PAGE>
NOTICE TO READER
- - ----------------
We have compiled the interim balance sheet of Idaho
Consolidated Metals Corp. as at 31 March 1996 and the interim
statements of changes in shareholders' equity, operations and cash
flows for the three months then ended from information provided by
management. We have not audited, reviewed or otherwise attempted to
verify the accuracy or completeness of such information. Readers
are cautioned that these statements may not be appropriate for their
purposes.
Burnaby, B.C. /s/ STALEY, OKADA, CHANDLER & SCOTT
17 May 1996 Chartered Accountants
<PAGE>
IDAHO CONSOLIDATED METALS CORP. Statement 1
(An Exploration Stage Company)
INTERIM BALANCE SHEET
As at 31 March
U.S. Funds
Unaudited - See Notice to Reader
ASSETS 1996 1995
---------- ----------
Current:
Cash $ 25,355 $ 57,594
Prepaid expenses -- 2,319
Accounts receivable 34,238 492
Inventory 129,416 99,416
---------- ----------
189,009 159,821
Capital Assets 3,289 9,174
Resource Property Costs:
Schedule 2 4,005,887 3,394,392
---------- ----------
$4,198,185 $3,563,387
========== ==========
LIABILITIES
Current:
Bank loan $ 35,408 $ --
Accounts payable:
Related parties 133,068 250,226
Other 311,277 257,179
Accrued claims rental fees 198,575 137,475
Current portion of notes payable 668,539 400,000
---------- ----------
1,346,867 1,044,880
---------- ----------
Notes Payable 20,078 80,000
---------- ----------
SHAREHOLDERS' EQUITY
Share Capital 5,690,755 4,481,713
Deficit - Accumulated during the
exploration stage (2,806,930) (1,990,621)
Foreign Currency Translation
Adjustments (52,585) (52,585)
---------- ----------
2,831,240 2,438,507
---------- ----------
$4,198,185 $3,563,387
========== ==========
ON BEHALF OF THE BOARD:
/s/ Delbert W. Steiner
- - --------------------------------------
Delbert W. Steiner, President and
Chief Exeuctive Officer
/s/ E. Roy Knickel
- - --------------------------------------
E. Roy Knickel, Director and Secretary<PAGE>
IDAHO CONSOLIDATED METALS CORP. Statement 2
INTERIM STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
U.S. Funds
Unaudited - See Notice to Reader
<TABLE>
<CAPTION>
Deficit
Accumulated Foreign
Common Shares During the Currency
---------------------- Exploration Translation
Shares Amount Stage Adjustment Total
---------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Balance - 31 December 1994 5,310,044 $ 4,298,476 $(1,794,488) $ (52,585) $ 2,451,403
Issuance of shares for exercise
of warrants ($2.23 per share) 30,000 66,900 -- -- 66,900
Release of escrowed shares for
executive compensation ($1.57
per share) -- 116,337 -- -- 116,337
Loss for the period -- -- (196,133) -- (196,133)
---------- ----------- ----------- ----------- -----------
Balance - 31 March 1995 5,340,044 4,481,713 (1,990,621) (52,585) 2,438,507
---------- ----------- ----------- ----------- -----------
Balance - 31 December 1995 5,968,308 5,602,147 (2,645,366) (52,585) 2,904,196
Release of escrowed shares for
executive compensation ($1.28
per share) -- 88,608 -- -- 88,608
Loss for the period -- -- (161,564) -- (161,564)
---------- ----------- ----------- ----------- -----------
Balance - 31 March 1996 5,968,308 $ 5,690,755 $(2,806,930) $ (52,585) $ 2,831,240
========== =========== =========== =========== ===========
</TABLE>
<PAGE>
IDAHO CONSOLIDATED METALS CORP. Statement 3
INTERIM STATEMENT OF OPERATIONS
For the Three Months Ended 31 March
U.S. Funds
Unaudited - See Notice to Reader
1996 1995
--------- ---------
Operating Expenses:
General and administrative $ 145,892 $ 196,057
--------- ---------
Other (Income) Expense:
Interest income (1,067) (15)
Interest expense 16,739 91
--------- ---------
15,672 76
--------- ---------
Loss for the Period $ 161,564 $ 196,133
========= =========
Loss Per Common Share 0.03 0.04
========= =========
Weighted Average Number of Common
Shares Outstanding 5,968,308 5,337,544
========= =========
<PAGE>
IDAHO CONSOLIDATED METALS CORP. Statement 4
INTERIM STATEMENT OF CASH FLOWS
For the Three Months Ended 31 March
U.S. Funds
Unaudited - See Notice to Reader
1996 1995
--------- ---------
Cash Resources Provided By (Used In):
Operating Activities:
Loss for the period $(161,564) $(196,133)
Items not affecting cash:
Amortization 267 482
Release of escrowed shares for
executive compensation 88,608 116,337
Changes in current assets and
liabilities:
Accounts receivable -- 1,819
Prepaid expenses -- 126
Inventory (5,000) --
Accounts payable:
Related parties 16,195 6,100
Other (14,543) 39,331
--------- ---------
Net cash used in operating
activities (76,037) (31,938)
--------- ---------
Investing Activities:
Property rights, plant and equipment:
Acquisition costs (34,026) (19,949)
Exploration costs (30,500) (58,860)
--------- ---------
Net cash used in investing
activities (64,526) (78,809)
--------- ---------
Financing Activities:
Repayments of notes payable (1,383) --
Net proceeds from sale of common stock -- 66,900
--------- ---------
Net cash provided by (used in)
financing activities (1,383) 66,900
--------- ---------
Net Decrease in Cash (141,946) (43,847)
Cash position - Beginning of period 167,301 101,441
--------- ---------
Cash Position - End of Period $ 25,355 $ 57,594
========= =========
<PAGE>
IDAHO CONSOLIDATED METALS CORP. Schedule 1
INTERIM SCHEDULE OF ADMINISTRATIVE EXPENSES
For the Three Months Ended 31 March
U.S. Funds
Unaudited - See Notice to Reader
1996 1995
-------- --------
Executive compensation $ 88,608 $116,337
Management fees and wages 20,949 12,175
Interest and bank charges, net 15,672 76
Shareholder information 12,802 8,334
Office and general 7,871 11,018
Travel 6,610 10,801
Office rent 3,280 5,060
Professional fees 2,884 15,706
Transfer agent and filing fees 2,421 2,171
Amortization 267 482
Entertainment and promotion 200 5,103
Finance fees -- 8,870
-------- --------
Loss for the Period $161,564 $196,133
======== ========
<PAGE>
IDAHO CONSOLIDATED METALS CORP. Schedule 2
INTERIM SCHEDULE OF RESOURCE PROPERTY COSTS
For the Three Months Ended 31 March
U.S. Funds
Unaudited - See Notice to Reader
1996 1995
---------- ----------
Direct - Mineral:
Idaho County, Idaho, U.S.A.:
Staking, filing and claim rental $ 27,775 $ 27,775
Lease payments 19,500 --
Process plant and equipment 14,526 19,949
Camp and general 10,098 5,052
Geological 4,568 25,334
Assaying 1,695 5,548
Taxes and licenses 1,459 9,910
Environmental 180 --
Survey -- 516
---------- ----------
Costs for the Period 79,801 94,084
Balance - Beginning of period 3,926,086 3,300,308
---------- ----------
Balance - End of Period $4,005,887 $3,394,392
========== ==========
<PAGE>
SCHEDULE B
1. YEAR-TO-DATE REQUIREMENTS
a) Deferred costs, exploration and development:
See attached Schedule 2 for details.
b) General and administrative:
See attached Schedule 1 for details.
c) Expenditures to non-arms length parties:
CDN Funds
---------
Paid management fees to president and director $ 7,886
Paid management fees to a director 224
Interest expense on notes payable to shareholders 23,646
-------
$31,756
=======
2. FOR THE QUARTER ENDED 31 MARCH 1996
a) Securities issued:
NONE
b) Options granted:
NONE
3. AS AT 31 MARCH 1996
a) Authorized and issued share capital:
Issued
---------------------
Par Authorized CDN Funds
Class Value Number Number Amount
----------------- ------ ---------- --------- ----------
Common N.P.V. 20,000,000 5,630,508 $5,510,097
Common share sub-
scriptions 337,800 695,496
--------- ----------
5,968,308 $6,205,593
========= ==========
<PAGE>
SCHEDULE B, CONTINUED
b) Summary of options, warrants and convertible securities outstanding:
<TABLE>
<CAPTION>
Date Granted Number Type Name Price Expiry Date
--------------- ------- -------- ------------- ----- ---------------
<S> <C> <C> <C> <C> <C>
30 October 1995 70,000 Director D.W. Steiner $1.80 30 October 1999
30 October 1995 50,000 Director E.R. Knickel $1.80 30 October 1999
30 October 1995 30,000 Director P. Lepik $1.80 30 October 1999
30 October 1995 60,000 Employee W. Struck $1.80 30 October 1999
30 October 1995 40,000 Employee G. Magnuson $1.80 30 October 1999
-------
250,000
=======
</TABLE>
c) Shares in escrow or subject to pooling:
562,500 common shares
d) List of directors:
D.W. Steiner
E.R. Knickel
P. Lepik
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
(Dollar references are in U.S. dollars, unless otherwise specified)
- - -------------------------------------------------------------------
This Report on Form 10-QSB contains forward-looking statements. A
forward looking statement may contain words such as "will continue to
be," "will be," "continue to," "expect to," "anticipates that," "to
be" or "can impact." Management cautions that forward-looking
statements are subject to risks and uncertainties that could cause the
Company's actual results to differ materially from those projected in
forward-looking statements.
1. Results of Operations.
----------------------
Quarter ended 31 March 1996 compared with the quarter ended 31
March 1995. The Company is in the exploration stage and has yet
to generate revenue from production. The Company continues to
explore its mineral properties in an effort to establish proven
economic ore reserves. The construction of the process plant on
the Eckert Hill Property was completed during the year ended
December 31, 1995 and will be used initially as a bulk test
facility to process samples from the Company's various properties
and from other properties. The facility will remain a pilot plant
until sufficient ore reserves and gold concentrates are realized
to take the facility into economic production.
In the first quarter of 1996, general and administrative expenses
decreased by $34,569 from 1995. The decrease was mainly due to a
decrease in executive compensation expense as a result of a
decline in qualifying exploration and development expenditures in
the quarter.
Under U.S. generally accepted accounting principles, the Company
must record executive remuneration on the release of performance
shares from escrow. The Company issued 750,000 shares at the time
of its initial public offering to the original principal founders
of the Company at a price of $0.01 CDN. per share, subject to the
terms of an escrow agreement. The number of shares released from
escrow is calculated on an annual basis as the Company expends
qualifying amounts on its exploration and development programs,
and the Company must seek regulatory approval for each release.
During the first quarter of 1996, the Company has expended
sufficient amounts on exploration and development to qualify for a
release of 69,225 shares, which results in $88,608 of executive
remuneration and a corresponding $88,608 increase in share
capital. During the first quarter of 1995, the Company expended
sufficient amounts to qualify for a release of 74,100 shares which
resulted in $116,337 of executive remuneration and a corresponding
$116,337 increase in share capital. The executive remuneration is
a deemed amount and is based upon the fair market value of the
Company's common shares during the relevant quarter. Regulatory
approval of this release has yet to be obtained.
During the quarter ended March 31, 1996, the Company expended
$79,801 on its resource property exploration, development and
acquisition program as compared to $94,084 in the first quarter of
1995. The decrease is related to reduced exploration and <PAGE>
development activities as the Company seeks to obtain sufficient
financing to continue with its programs. The expenditures during
the first quarter of 1996 were mainly related to the accrual of
claim rental fees payable to the Bureau of Land Management ("BLM")
and minor exploration costs.
All of the Company's resource properties continue to be explored
on the basis of independent engineering report recommendations,
and a determination as to whether the properties contain proved
reserves has yet to be made. Management has obtained independent
valuations of the various resource properties and presently
believes no write down to net realizable value is required on any
of the properties.
The Company challenged the 1993 introduction of the claim rental
fees system by the BLM and requested a waiver of these fees which
would amount to approximately $460,000 for 1993 and 1994. The
request for the waiver was denied by the BLM which resulted in an
appeal to the United States Department of the Interior, which was
also denied. Management identified approximately 1,700 peripheral
claims which were dropped as a result of this decision because
they do not unduly affect the status of each claim block. The key
claims in each claim block have been maintained, and accordingly
an accrual of $198,575 has been made in the financial statements,
which accrual consists of $61,100 for each year from 1993 to 1995
and $15,275 for the quarter ended March 31, 1996 representing the
approximate amount of claim rental fees which are owing to the
BLM.
The net loss for the quarter decreased to $161,564 ($0.03 per
share) from $196,133 ($0.04 per share) in the first quarter of
1995.
2. Liquidity and Capital Resources.
--------------------------------
The Company anticipates, based on currently proposed plans and
assumptions relating to its operations and exploration activities,
that the proceeds of private placements and the exercise of stock
options during the ensuring year will be sufficient to satisfy the
Company's contemplated cash requirements for the ensuing twelve
month period. The Eckert Hill Property in Idaho and its related
process plant will require approximately $450,000 for
commissioning of the process plant for bulk sample testing and for
the related geological expenditures and feasibility studies. The
Bema Properties will require approximately $250,000 for permitting
and an initial exploration program. The Company estimates a cash
requirement of approximately $300,000 on the Mineral Zone and
other properties for claim rental fees and general exploration
programs. The Company requires approximately $480,000 for general
and administrative expenditures for the ensuring 12 month period,
$668,539 for payments on its notes payable and approximately
$85,000 related to the proposed application to the Toronto Stock
Exchange for listing and market making expenses. The remaining
proceeds of private placements and the exercise of stock options
will be reserved for general working capital purposes and to
reduce current liabilities.
<PAGE>
The Company has $668,539 in payments on notes payable due in the
next year. The Company anticipates repayment of these notes from
the proceeds of private placements and the exercise of stock
options.
The Company expects to fund exploration of the Petsite and Golden
Eagle properties through a joint venture with Cyprus Gold
Exploration Corporation ("Cyprus") upon completion of a formal
joint venture agreement under which Cyprus is to be granted an
option to earn a 70% working interest in the properties. The
Company is also in discussions to obtain joint venture partners on
certain of its other properties.
As of March 31, 1996, the Company has working capital deficiency
of $1,157,858. The Company anticipates improvement of this
deficiency from the proceeds of private placements and the
exercise of stock options during the ensuring year. The Company
may also seek a debt restructuring plan with its current debt
holders during 1996 in order to correct this deficiency.
The Company is dependent on the proceeds of private placements and
the exercise of stock options to fund its general and
administrative expenditures and its mineral exploration and
development costs. Without such proceeds, the Company may not
continue as a going concern. The Company anticipates revenue to
be generated during 1996 from the processing of ores through its
Eckert Hill facility. The amount of positive cash flows, if any,
from such production of ores at the Eckert Hill facility, cannot
be reasonably estimated, and accordingly the Company will be
required to rely on the sale of securities or on a possible joint
venture partner for its required funding. The Company will need
further funds to continue its operations, and there is no
reasonable assurance that such funding will be available.
As of March 31, 1996, the Company had a working capital deficiency
of $1,157,858 as compared to a deficiency of $885,059 as of
March 31, 1995.
Cash flows generated from the financing activities of the Company
were recorded at quarters ended March 31, 1996 and 1995 of
($1,383) and $66,900, respectively. The long-term debt decreased
to $20,078 at March 31, 1996 from $80,000 at March 31, 1995, and
current liabilities increased to $1,346,867 at March 31, 1996 from
$1,044,880 at March 31, 1995. Of the March 31, 1996 current
liabilities, $198,575 represents accrued claim rental fees,
$668,539 represents the current portion of notes payable to
shareholders and $133,068 are amounts payable to various related
parties. The balance of current liabilities consists of a bank
loan in the amount of $35,408 and approximately 118 days of unpaid
trade accounts payable. Legal fees represent a significant
portion of these unpaid trade accounts payable.
The Company is in the process of reincorporating in the State of
Wyoming, U.S.A. which, if completed, could impair the Company's
ability to use Canadian net operating loss carryforwards and could
result in certain Canadian exit taxes.
<PAGE>
Negative cash flows from operating activities were recorded at the
quarters ended March 31, 1996 and 1995 of ($76,037) and ($31,938),
respectively. The Company will continue recording negative cash
flows from operating activities unless significant revenue is
generated from ore production. This continued negative cash flow
will have a material negative impact on liquidity.
Investing activities consist of funds being expended on resource
properties. The net cash expended on investing activities
decreased to $64,526 in the first quarter of 1996 from $78,809 in
the first quarter of 1995.<PAGE>
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
- - --------------------------
There have been no material developments regarding the legal
proceedings described in the Company's Form 10-KSB for the period
ended December 31, 1995. The reader is therefore referred to those
filings.
ITEM 2. CHANGES IN SECURITIES.
- - ------------------------------
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
- - ----------------------------------------
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
- - ------------------------------------------------------------
Not applicable
ITEM 5. OTHER INFORMATION.
- - --------------------------
Not applicable
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
- - ------------------------------------------
(a) The following exhibits are attached to the Company's Form 10-QSB
for the quarter ending March 31, 1996:
(i) Option to Purchase Interest in Mining Claims between the
Company and Idaho Mining & Development Co.
(b) No reports on Form 8-K were filed in the quarter ending March 31,
1996.
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
IDAHO CONSOLIDATED METALS CORP.
DATED: June 18, 1996 By: /s/ Delbert W. Steiner
---------------------------
Delbert W. Steiner,
President and Chief
Executive Officer
DATED: June 18, 1996 By: /s/ Kenneth A. Scott
---------------------------
Kenneth A. Scott, Chief
Chief Financial Officer
<PAGE>
OPTION TO PURCHASE INTEREST IN MINING CLAIMS
Agreement made and effective this ___ day of __________, 1996, by and
between Idaho Mining & Development Co. of Cottonwood, Idaho 83522,
hereinafter "Optionor", and, Idaho Consolidated Metals Corporation
with primary office at 504 Main, Suite 470, Lewiston, Idaho 83501,
hereinafter "Optionee".
The parties hereto recognize Optionor currently owns or has a
leasehold interest in an undivided 40% interest in certain mining
claims named the Golden Eagle Mine, a complete list and description of
which is attached hereto and made a part hereof by reference, and
Optionee is the undivided owner or leaseholder of a 60% interest
therein.
The parties further recognize that Optionee is interested in a joint
venture agreement with a third party mining company involving the
entire property known as the Golden Eagle.
The parties hereto agree upon the terms and condition hereinafter set
forth.
1. DEFINITIONS. The following terms and expressions shall have the
following meanings:
a) "Construction" includes the supply, construction, erection and
or installation of all reasonably required mining, milling and
processing equipment and plant or improvements to be used for
mining and treatment of Minerals, including open pit capital
equipment, open pit preproduction stripping, underground
capital equipment, underground mine preparation, accommodation
facilities and buildings, ancillary equipment and buildings,
engineering, office and on-site administration.
b) "Development" shall mean the activity, operations or work
performed on the Property in preparing for the removal of a
deposit of Minerals, or expansion of same, including sampling,
metallurgical studies, site mapping and surveying,
environmental studies, design engineering, obtaining
governmental permits, shaft sinking, underground drifting and
drilling, site preparation, driving adits, buildings and
improvements, access roads, housing and permanent
accommodation facilities and engineering, office and on-site
administration.
c) "Expenditures" in relation to Exploration, Development,
Construction and or Mining means the aggregate of all
reasonable direct or indirect expenses of or incidental to any
or all of the foregoing.
d) "Exploration" shall mean the activity, operations or work
performed for the purpose of ascertaining the existence,
location, quantity, quality or extent of deposits of Minerals
within the Property including drilling, assaying, geological,
geophysical and geochemical surveys, studies and mapping,
surveying, trenching, field support and engineering, on-site
office and administration.
<PAGE>
OPTION TO PURCHASE INTEREST IN MINING CLAIMS, CONTINUED
e. "Exploration and Evaluation Period" shall mean that period of
time commencing with the execution hereof and terminating five
years from that date, or such earlier date as Optionee may
exercise its option to purchase as described in this
Agreement.
f. "Minerals" means all minerals or substances of every nature
and character whatsoever within the limits of the Property;
whether or not at the time of execution of the Agreement any
mineral was given any commercial consideration by the parties,
but excluding minerals not subject to mineral location under
the laws of the United states at the time each unpatented
mining claim comprising the Property was located, which latter
excluded items shall not be deemed the subject of this
Agreement.
g. "Mining" shall mean the activity, operation or the carrying on
of mining, extracting, producing and handling Minerals, and
all other work incidental thereto, as the same shall be
performed with and upon the Minerals including providing
accommodation, transportation, milling, smelting, refining and
other processing of Minerals performed in connection with such
mining, extracting, producing and handling of Minerals.
h. "Property" shall mean those unpatented mining claims
identified on the attached Exhibit A.
2. TITLE. Optionor hereby represents and covenants that (1) he owns
the outright right to mine the property by lease or actual
ownership free and clear of all liens and encumbrances, (2) he is
in possession of a 40% interest in the subject property (3) he has
no knowledge of any adverse claim or encumbrance upon the
Property, (4) the Property is in good standing under all
applicable laws and regulations and all taxes, assessments and
filings have been timely paid or filed, (5) he has the full right
and authority to enter into this Agreement. Such covenants and
warranties are continuing conditions of Optionee's obligations
hereunder and shall be expressed in any conveyance to Optionee
made pursuant to Exercise of the option granted by this Agreement.
2. INITIAL PAYMENT. As consideration for both the exploration rights
and the option to purchase granted hereby, Optionee has paid
$50,000 to Optionor, the receipt and sufficiency of which is
hereby acknowledged by Optionor.
3. WORK PROGRAMS. Optionee shall incur the following Expenditures
either by work conducted by Optionee in regard to high grade
structures on the property, or by Optionee's third party joint
venture partner in the event agreement is reached herewith.
(i) First Year $30,000
(ii) Second Year $50,000
<PAGE>
The only Expenditure obligation required of the Optionee is that
set forth above. All work done on the subject mining claims shall
be treated as beneficial to the outstanding 40% interest currently
being optioned under this agreement for the purposes of Paragraph
4, expenditure requirements.
5. PATENT APPLICATION. The parties recognize that 3 claims involved
in this option are currently subject to Patent Application No.
IDI-28539. The patent process requires that title to claims in
the patent procedure remain with the patent applicant. Optionor
hereby agrees to sign a separate lease on these 3 claims at the
time this option is exercised if the patent process is still going
on. Prior to the exercise of this option, Golden Eagle, Golden
Eagle 2 and Golden Eagle 3 shall be subject to all the terms and
conditions hereof. After the patent is issued, all mineral rights
to the property shall go to Optionee and Optionor will sign a
separate Quitclaim deed therefor.
6. OPTION TO PURCHASE. Optionor hereby grants to Optionee an
exclusive option to purchase the property for a total purchase
price paid as follows: $50,000 upon signing this Option and
100,000 shares of Optionee's public trading stock, payable 60 days
after the signing hereof and upon completion of document and title
evaluation. The parties recognize the property has at least
1,000,000 oz. Of Au in the possible to probable category
delineated by previous work and independently confirmed.
Consequently, Optionee will pay Optionor an additional $500,000
from Au, production from the property commencing on the 5 year
anniversary of this Option to be paid within 3 years thereafter.
The unpaid balance to bear interest at 8% per annum.
The option hereby granted may be exercised any time prior to (5
years from date signed), upon written notice delivered to Optionor
10 days before the closing of the sale of the property as
specified by Optionee in the notice; provided, however, that
Optionee shall have performed all of the requirements, duties and
obligations to be performed by it hereunder. At closing, Optionee
shall deliver to Optionor the any remaining stock owed and a
promissory note evidencing the payment of $500,000 as the value of
existing ounces of Au. at signing hereof and Optionor shall
deliver to Optionee an executed, acknowledged deed or other
conveyance in proper form conveying the representative 40%
undivided interest held by Optionor.
7. POSSESSION DURING EXPLORATION AND EVALUATION PERIOD. Optionee
shall have a complete right of access and use of the property as
required for mining purposes. Optionor shall have right to
Ingress and egress to the three claims in Patent Application IDI-28539.
8. OPTIONOR'S COVENANTS. Optionor covenants while the Agreement
between the parties hereto is in effect:
(a) Not to sell, transfer, encumber, suffer any lien upon, dispose
of or deal in the property or title thereto.
<PAGE>
(b) To assist with Optionee in obtaining such permits and approval
as Optionee may require or consider advisable to comply with
all regulatory or governmental requirements which affect the
property. In the event Optionee desires to apply for patent
to any of the unpatented mining claims, excepting Golden
Eagle, and Golden Eagle 2 and 3, currently subject of a patent
application by Optionor, Optionor agrees to assist and
cooperate with Optionee in such application, which
applications shall be made in the name of Optionor.
(c) To notify Optionee of any knowledge, communication or notice
relating to the property.
(d) To keep all information and data concerning the property
secret and confidential and not to release any such
information without prior written consent of Optionee.
(e) That Optionee, so long as it performs all obligations and
covenants on its part to be performed, shall peaceably posses
and enjoy the property without interruption or disturbance
from Optionor or any other person, firm or corporation.
9. OPTIONEE'S COVENANTS. Optionee covenants:
(a) To keep the property in good standing by payment of all taxes
and assessments including payment of all state and federal
filings and other transfer fees necessary to maintain
ownership in the properties.
(b) To furnish Optionor promptly with copies of surveys, assays,
drill logs, and other similar documents obtained by or for
Optionee relating to the property.
(c) To furnish Optionor annually with proposed programs of
exploration work and budgets therefor prior to their
implementation.
(d) To pay and discharge all accounts, expenses, and charges
incurred by it in respect to work on the property as they
become due and to keep the title free of any lien.
(e) To hold harmless Optionor from all liabilities, loss of any
and all kinds and responsibility for environmental damages,
charges, fines and penalties of every kind resulting from
activities of Optionee.
(f) To timely prepare for submission (with contemporaneous copies
to Optionor) all reports, affidavits, estimates and other
filings or documentation of any and all types required to be
submitted to local, state and federal government agencies
having jurisdiction over the property during the term of this
agreement.
<PAGE>
10. FORCE MAJEURE. If Optionee is delayed or prevented from carrying
out any Exploration, Development, Mining, or work programs as a
result of causes beyond the reasonable control of Optionee
(including without limiting the generality of the foregoing, acts
of God, strikes, lockouts or other labor or industrial
disturbances, restraints by governmental agencies, interruptions
by government or court orders, future orders of any regulatory
body having jurisdiction, delays caused by inability to obtain
necessary permits or delays caused by environmental groups,
entities or agencies, acts of the public enemy, wars, riots,
sabotage, blockages, embargoes, insurrections, failure or
inability to secure fuel, powers, materials, contractors or labor,
depressed metal prices or other economic conditions, epidemics,
snowslides, landslides, lightning, weather conditions materially
preventing or impairing work, earthquakes, fires, storms, floods,
washouts or explosions), the period of all such delays resulting
from such causes or any of them shall be excluded in computing all
periods of time within which Optionee must perform work or make
payments both before and after exercise of the option to lease as
well as the time within which Optionee may exercise the option
herein described; provided, however that under no circumstances
shall such option be extended beyond February 10, 2001, and if not
exercised by that time, said option shall lapse and all rights of
Optionee to the Minerals and the Property shall be terminated.
11. TERMINATION. The rights of Optionee granted hereby shall be
subject to termination as follows:
(a) Termination. Any and all rights of Optionee hereunder shall
automatically terminate without any action of Optionor in the
following events:
(b) Optionee failing to perform at least the respective amounts of
work (value) on or before each of the date set forth in
paragraph 4(i).
(i) If Optionee has not exercised the option granted to it
prior to its expiration as hereinafter provided.
(ii) Nonrectification of substantial breach by Optionee of
its obligations hereunder within 60 days of written
notice, except, however, no such notice shall be
required in the event of failure to make any payments as
required by the terms of this Agreement.
(iii) Rights of Optionee on Termination. On termination,
Optionee shall have one year to remove equipment owned
or leased by it, but Optionee shall have no right to
remove shaft and underground timbers and supports or
framework necessary to the use or maintenance of shafts
or approaches to mines or workings. After the removal
period above provided any equipment remaining on the
Property shall become the property of Optionor.
<PAGE>
(c) Other Termination Rights/Duties. Optionee shall have the
right at any time to terminate in respect to any part or parts
of the Property by written notice given Optionor within the
same period required for notice of termination of the
Agreement as herein provided. On termination Optionee shall
leave the Property or that part relinquished in good and safe
condition in accordance with local, state and federal laws.
12. NOTICES. Any notices due or to be delivered hereunder shall be
deemed to have been delivered when the same shall have been placed
in the United States mails, with sufficient postage affixed,
certified, return receipt requested, addressed to the other party
at the address set forth in paragraph 1 above. No change of
address of any party shall be binding upon or effective as to any
other party until 15 days after written notice thereof shall have
been delivered to the other party.
13. If at any time prior to or after the exercise of this Option,
Optionee concludes that no further mineral development or mining
is warranted, a quitclaim deed or other conveyance back to
Optionor will be provided upon Optionor's request.
14. ENTIRE AGREEMENT. This Agreement shall be construed in accordance
with the laws of the State of Idaho except that all matters
relating to unpatented mining claims shall be governed by
applicable federal law and regulation. This Agreement constitutes
the entire agreements between the parties. All other, prior or
contemporaneous agreements or understandings between the parties
are merged herein. No additions hereto or alterations hereof
shall be binding upon either party until and unless a memorandum
in writing expressing such action shall have been executed by both
parties.
The parties hereto understand that this Agreement is subject to
approval of the Vancouver Stock Exchange and will be submitted
therefore.
This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their respective heirs, personal
representatives, successors and assigns.
OPTIONOR: OPTIONEE:
/s/ Joe Swisher /s/ Del Steiner
- - --------------------------- ----------------------------
Joe Swisher, President Del Steiner, President
Idaho Mining & Development Co. Idaho Consolidated
Metals Corporation
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