UNITED STATES
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
December 31, 1996.
Commission File Number 0-27272
SUMMO MINERALS CORPORATION
(incorporated in British Columbia)
1776 Lincoln Street, Suite 900
Denver, Colorado 80203
(303) 861-5400
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock: no 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 such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filer pursuant
to Item 405 of Regulation S-K is not contained herein, and will
not be contained, to the best of registrant s knowledge, in
definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of 7,608,428 shares of voting stock
held by non-affiliates of the Registrant, based upon the closing
sale price of the Common Stock on March 14, 1997 of $1.07 U.S.
per share as reported on the Toronto Stock Exchange, was
$8,141,018. Shares of Common Stock held by each executive
officer and director and by each person who owns 10% or more of
the outstanding Common Stock have been excluded in that such
persons may be deemed affiliates. This determination of
affiliate status is not necessarily a conclusive determination
for other purposes.
As of March 14, 1997, the Registrant had 20,003,160 shares of
Common Stock outstanding.
DOCUMENT INCORPORATED BY REFERENCE
The information required by Part III (Items 10, 11, 12 and
13) is incorporated by reference from Registrant s definitive
Proxy Statement relating to its 1997 Annual Meeting of
Stockholders.
NOTE: Unless otherwise indicated, all dollar amounts in this
statement are expressed in U.S. dollars. On March 17, 1997, the
Wall Street Journal reported the New York interbank rate for
conversion of United States dollars into Canadian dollars for
March 14, 1997, was U.S. $1.00 = Cdn (or CD) $1.3653 or Cdn (or
CD) $1.00 = U.S. $0.73244.
PART I.
ITEM 1. BUSINESS
History
The principal business of Summo Minerals Corporation (the
"Company"or Summo ) is the acquisition, exploration and
development of natural resources properties, with an emphasis on
properties believed to have strong copper producing potential.
The Company was incorporated on July 23, 1987 by registration of
the Memorandum and Articles under the Company Act of the Province
of British Columbia under the name "No. 96 Sail View Ventures
Ltd." and subsequently changed its name to "East Coast
Explorations Ltd." on September 11, 1987 and to "Summo Minerals
Corporation" on October 15, 1993. The principal office is
located at 1776 Lincoln Street, Suite 900, Denver, Colorado 80203
and the registered and records office of the Company is located
at 860-625 Howe Street, Vancouver, B.C. V6C 2T6.
In the late 1980s, the Company acquired an interest in a
property in Newfoundland, Canada. The results of exploration
work carried out on the property were discouraging and the
property interest was abandoned. The Company was inactive
between 1989 and 1993.
The Company formed Summo USA Corporation ("Summo USA" or the
"U.S. Subsidiary"), a wholly-owned subsidiary, to act as operator
of its mining property interests in the United States of America.
The U.S. Subsidiary was incorporated under Colorado law on
October 14, 1993 and began acquiring its U.S. mining property
interests shortly thereafter. Its principal office is located at
1776 Lincoln Street, Suite 900, Denver, Colorado 80203.
Overview
Since 1993, the Company has been concentrating on the
acquisition, exploration and development of base metal properties
with an emphasis on copper. The Company is in the development
stage and now has interests in four copper properties in various
stages of development. All of the properties are situated in the
western United States. The Lisbon Valley property in Utah is in
the development stage and the Company has obtained an independent
Feasibility Study for this property. The Champion Property,
located in New Mexico, and the Cashin and Copper Spur properties,
both located in Colorado are still in the exploration stage. In
January 1997, the Company optioned the Cactus Gold Mines property
in Kern County California. The Company intends to seek and
acquire additional mining properties deemed by management to be
worthy of exploration and development. The Company has no
revenue-generating properties and receives only a limited amount
of income from interest earned from investment of surplus cash on
hand.
Four of the Company's current projects are copper
properties. The Company's profitability will be largely
determined by the market price of copper, which is determined in
world markets and is subject to wide fluctuations. The Company
has no control or influence on the market price of copper. While
the Company intends to employ a copper price hedging strategy at
such time as it begins production, the ability of the Company to
raise capital and to operate profitably could be impaired and
development and production activities may have to cease.
Copper is an internationally traded commodity the price of
which is effectively established on terminal markets including
the London Metal Exchange ("LME") and the New York Commodity
Exchange ( COMEX ). Historically, the price of copper has been
affected primarily by levels of production and consumption,
prevailing trends of inventory levels and, to a lesser degree,
inventory carrying costs (primarily interest rates and storage
fees), international exchange rates and the actions of
participants in the commodity markets. These factors have been
of varying importance in influencing the prevailing price of
copper and often have had divergent impacts on such price. The
LME closing price of copper as of March 14, 1997 was $1.09 per
pound.
The primary uses of copper are in the building and
construction industry, electrical and electronic products and, to
a lesser extent, industrial machinery and equipment, consumer and
general products and transportation. The consumption of copper
for these purposes is affected by various factors, including
trends in the world economy and market competition with other
metals and materials.
Once the Company begins production, it plans to enter into
an offtake agreement with a metal trading company whereby such
company will agree to purchase all copper produced by the Company
on a property by property basis.
Royalties
The Company must pay certain royalties on the production of
minerals from two of the five properties in which it holds an
interest. See "Description of Property."
Employees
As of March 14, 1997, the Company and Summo USA, its wholly-
owned subsidiary, employed seven persons on a full-time basis,
five of which are officers of the Company or Summo USA.
Risk Factors
Following is a synopsis of potential risk factors which
could affect the Company.
Price of Copper
All of the Company's current projects are copper properties.
The Company's profitability will be largely determined by the
market price of copper, which is determined in world markets and
is subject to wide fluctuations. The Company has no control or
influence on the market price of copper. While the Company
intends to employ a copper price hedging strategy at such time as
it begins production, in the event of a severe and prolonged
decrease in the price of copper, the ability of the Company to
raise capital and to operate profitably could be impaired and
development and production activities may have to cease.
Financing and Expiration of Contracts
As discussed throughout this document, the Company is
developing the Lisbon Valley project. As part of this
development, the Company has entered into a number of contracts
for construction, mining and operating supplies. These contracts
are contingent upon the Company obtaining necessary financing.
If the Company is unable to complete the financing within a
reasonable period of time, some of these contracts could require
renegotiation resulting in possible increased costs over the life
of the project.
Regulatory and Environmental Matters
The following discussion is necessarily brief and is not
intended to constitute a complete discussion of the various
statutes, rules and governmental orders to which operations of
the Company may be subject. All of the Company's properties are
located in the United States and the Company has no present
intent to acquire properties outside of the United States.
Accordingly, the Company should not be subject to any
environmental regulations outside of the United States. The
Company's operations are and will be subject to extensive
federal, state and local governmental regulations in the United
States, which regulations may be revised or expanded at any time.
A broad number of matters are subject to regulation.
Generally, compliance with these regulations requires the
Company to obtain permits issued by federal, state and local
regulatory agencies. Certain permits require periodic renewal or
review of their conditions. The Company cannot predict whether
it will be able to obtain or renew such permits or whether
material changes in permit conditions will be imposed. The
inability to obtain or renew permits or the imposition of
additional conditions could have a material adverse effect on the
Company's ability to develop and operate its properties.
A substantial portion of the Company's interests in
properties is established under the US General Mining Law of 1872
(the "General Mining Law"). Under the General Mining Law, the
right to extract valuable minerals discovered on federal public
lands may be obtained by locating unpatented claims in the
prescribed manner by filing a certificate of location in the
appropriate county and federal register and paying the required
recording fees. The United States Congress has previously
considered a number of proposed amendments to the General Mining
Law. The proposed legislation would have, among other things,
changed the current patenting procedures, including the
imposition of greater fees for patents, enacted new reclamation,
environmental controls and restoration requirements and required
the payment of a production royalty on claims. Although
legislation has not been enacted, attempts to amend the General
Mining Law can be expected to continue. The potential impact on
the Company as a result of congressional action is difficult to
predict, but would, in the case of imposed royalties, generally
reduce the profitability of the Company.
Environmental laws and regulations to which the Company is
subject as it progresses from the development stage to the
production stage mandate additional concerns and requirements of
the Company. Failure to comply with applicable laws,
regulations and permits can result in injunctive actions, damages
and civil and criminal penalties. The laws and regulations
applicable to the Company's activities change frequently and it
is not possible to predict the potential impact on the Company
from any such future changes.
Certain of the Company's projected operations may be subject
to air emission limitations required by the Clean Air Act and
state implementing programs. Under the Clean Water Act, the
Company will be required to obtain permits under the EPA's
National Pollutant Discharge Elimination System ("NPDES") for
discharges of certain pollutants into navigable waters.
Significant Developments Since December 31, 1995
Summo continues to pursue its strategy to develop a base of
low-cost copper production via open pit mining and heap leach
solvent extraction electrowinning ( SX-EW ) processing. The
Lisbon Valley Project is fully permitted and the Company is
currently seeking financing for construction. Ground-breaking is
expected to commence in June, 1997, pending completion of
financing. Mining is anticipated to begin early in 1998 and
initial cathode copper production is expected in the second
quarter of 1998.
The Copper Spur property has been added to our portfolio.
Summo has also acquired options to purchase the Cactus Gold Mines
property in southern California, a recently producing gold
property which the Company believes has significant remaining
exploration potential. The attraction at the Cactus property is
the potential to prove a minable gold reserve on a property with
substantial capital infrastructure already on site, and operating
permits in place. The presence of these latter assets should
facilitate a rapid re-start of mining and processing on the
property if drilling and testing the current drill-indicated
resource proves successful. Summo intends to either place the
property in a separate company, sell the property, or bring in a
joint venture partner to fund development and operations.
Lisbon Valley Project
Pending availability of financing, the Company plans to
start the construction of the Lisbon Valley mine in 1997. The
Company will seek financing of approximately $45 million through
a senior debt facility conditional on a new equity issue of stock
in the Company for approximately $18 million. Management
believes the Company has sufficient cash on hand until that
point. If this capital raising is not completed, the Company may
have to sell additional shares for working capital, however no
assurance can be given that this capital can be raised in the
existing equity market.
Permitting and Financing
Permitting with the State of Utah was completed in January,
1997. The Final Environmental Impact Statement was issued by the
U.S. Bureau of Land Management in February. At this writing the
project is in the 30-day availability period before a Record of
Decision is due to be announced in mid-March. ING Capital
Corporation and Heller Financial, Inc., have signed a Letter of
Commitment to provide a $45 million debt facility for project
construction. Summo is in the process of raising the $18 million
of equity to support this proposed debt facility in order to
provide all the capital required for project construction and
operation of the Company.
Engineering/Contracts
Brown & Root, Inc. has agreed to provide contract mining
services and to supply a new mobile equipment fleet for the
project. MinCorp. and The Industrial Company (TIC) has agreed to
perform detailed engineering and construction respectively on a
lump-sum basis. Power for the project was arranged through
PacifiCorp. on a long-term basis, and a contract was signed with
Kennecott Utah Copper Corporation to provide acid for leaching
for the first five years. A sales agreement is currently being
negotiated with a metal trading company to purchase copper
cathode FOB mine site.
Basic engineering began in June, 1996, but was interrupted
shortly thereafter as a result of a drop in copper prices due to
events in the international copper market. Engineering efforts
are expected to begin again in April, 1997. Long-lead equipment
purchase orders are expected to be made in April, 1997, for
delivery in the fall. Detailed engineering is expected to be
completed in three months in anticipation of a June, 1997,
construction start-up.
Construction Schedule
Assuming the completion of project financing, construction
will begin with road work, site preparation, and installation of
foundations for buildings and crushers. Crushers are expected to
be delivered in the fourth quarter of 1997 and fully installed
and operable by the first quarter 1998. Leach pads and ponds will
be installed simultaneously with the crushers. Mining is
scheduled to begin early in 1998. Process facilities will follow
and are expected to be complete in the second quarter 1998.
Operating Schedule
Mining is projected to deliver 4.7 million tons of ore
annually to the primary crusher. Acid leaching of crushed ore on
the double-lined pad is projected to return sufficient copper in
solution for production of 40 million pounds of cathode copper
annually at a cash cost of $0.47/lb. The current reserves will
provide a minimum mine life of 7-10 years at these production
levels, depending upon copper prices.
Exploration Potential
The ground between the Sentinel and Centennial deposits
represents the prime exploration target on the Lisbon Valley
property. Both deposits are contained in the same sandstone bed
and are open-ended towards one another. A few drill holes
already in the target area have intersected the ore zone,
verifying a mineral deposit is present. The Centennial deposit
is also open-ended to the southeast. The potential to
substantially increase the reserves with further drilling in
these areas is considered excellent. Airborne geophysical
surveying over the property identified prominent resistivity
anomalies associated with the three known orebodies. Similar
resistivity signatures were detected at several other locations
on the property and these represent attractive exploration
targets which the Company intends to pursue.
Copper Spur Project
Summo acquired the Copper Spur property through staking the
prospective ground in September, 1996. The property is located in
north central Colorado, and was mined intermittently from
underground during the first half of the century; production
grades averaged 2-4% copper. The orebody is contained in a
shallow-dipping sandstone and conglomerate sequence of the
Cambrian-aged Sawatch Quartzite. Underground workings cover an
area of 700 feet of dip and 200 feet of strike and a minimum
thickness of 10 feet. The top and bottom of the ore zone is not
exposed underground. The full length of exposure is oxidized;
channel sampling throughout the workings average 1.74% copper.
Surface mapping reveals the outcrop expression of the ore zone
has a strike length of roughly 5000 feet, and the only drill hole
on the property suggests a dip length of 1200-1500 feet. A 15-
hole drilling program is planned for this spring/summer to test a
portion of the target area for the continuation of the high grade
copper oxide zone exposed in the underground workings.
Cashin and Champion Projects
The Cashin and Champion projects are copper oxide projects
in the mid-stage of exploration. The Company intends to continue
exploration of these properties once the Lisbon Valley Project is
in full production.
Cashin Project
The Cashin project is located in western Colorado, just 15
air miles from the Lisbon Valley property. Column leach tests of
oxide ore crushed to -1/2 inches were completed on bulk samples
from underground. Recovery of copper was 90% in 45 days,
reflecting moderately fast leach kinetics. Test work this year
will assess recovery at larger crush sizes. A small drilling
program is planned for 1997 which will test the open eastward
extension of the current deposit.
Champion Project
The Champion Project is located in Taos County, New Mexico.
Drilling in 1996 extended the known limits of copper oxide on the
property. Average ore intercepts in 1996 were 77 ft. grading
0.28% copper, down from 201 feet grading 0.37% copper cut in
1995. A mineral deposit of 19 million tons grading 0.34% copper
has been indicated as minable at a strip ratio of 1:1.
Engineering and environmental work is planned for 1997 to
determine the best approach towards permitting and development of
the project.
Cactus Gold Mines Property
In January of 1997, Summo acquired options to purchase the
interests of Hecla Mining Company and Dakota Mining Corporation
in the Cactus Gold Mines property located in Kern County,
California. The property was first mined in the 1930's from
underground workings along a high-grade vein located at the
contact between volcanic rocks and underlying intrusive rocks.
CoCa Mines re-opened the property in 1986 and mined oxide ore
from several shallow pits. Included in these was the Shumake pit,
which intersected the high-grade vein near the bottom of the
pit. All open pit ore was processed by heap leach; recoveries
averaged +80% for gold and 40% for silver. Overall the property
has produced over 400,000 ounces of gold and more than 3 million
ounces of silver.
Deep drilling by CoCa Mines in the mid-1980's cut the
high-grade vein in several holes adjacent to the Shumake pit.
The vein consists of brecciated and silicified rocks enveloped
in a low- grade halo which in aggregate averages about 100 feet
thick. A drilling program of 12,000 feet is planned for the
first quarter of 1997 to confirm the intercepts and continuity of
grade in this target area. Summo s geologists believe the deep
extension to the Shumake deposit is amenable to open pit mining
and heap leach processing. The infrastructure present on site
would provide a significant savings in capital required to
develop the resource, and their presence would save on capital
costs and offset the costs of pre-production stripping to access
the deep resource.
ITEM 2. DESCRIPTION OF PROPERTY
Glossary of Terms
"acid leaching": the use of acid to extract metals from rock
(crushed ore).
"adit": horizontal mine opening in the ground which extends
underground an undefined distance.
"air track drill": a drill mounted on a track-crawler which
utilizes compressed air to power a drill bit and recovers a
sample of pulverized rock by blowing the sample up the open hole
created by the drill.
"alluvium": a general term for unconsolidated sediment of any
size deposited during relatively recent geologic time by wind or
water on a flood plain or delta or as an accumulation on the
flank or at the base of a mountain or hillside.
"cathode copper": copper metal formed by plating copper out of
solution on stainless steel blanks.
"channel-sampled": a term used to describe a sample taken from a
surface or underground rock or soil exposure by cutting a channel
in the material and collecting all the material derived from the
channel.
"lode claim": a portion of mining ground held under the General
Mining Law and applicable local laws. The maximum size of a
mineral lode claim is 600 feet by 1,500 feet.
condemnation purposes : drilling which is conducted in areas
where surface facilities are planned to demonstrate/insure that
there are no ore reserves beneath the proposed facility sites
which would be jeopardized by building the facilities at those
sites.
"cyanide leach test": a wet chemical test performed to determine
the amount of material soluble in a solution containing cyanide
of a given strength. Generally used to determine the amount of
soluble copper sulfide minerals in a sample.
"feasibility study": a report prepared by a qualified independent
engineering firm which establishes the technical and financial
feasibility of developing a mineral deposit as a profitable mine.
"fee title": all legal rights to the surface and subsurface of
land. Fee title includes mineral rights unless such rights are
specifically excluded.
"grade": a term used to described the amount of a given metal
contained within a volume of rock expressed as either a
percentage (as in copper) or as units per ton of rock.
"heap leach": the process of heaping rock from an open pit or
underground mine on a pad or dump for the purpose of irrigating
the material with a solution to extract the desired metal from
the rock.
"hydrologic data": information on the water resources of the
area.
"intercepts": intervals in a drill hole which contain attractive
values of the metal being sought.
"large diameter core drilling": core of a diameter of 3"-6"
drilled for gathering metallurgical samples.
"leach": the extraction of products from material via
application of a solution.
"leach kinetics": the study of the rate at which product is
leached from material, including time requirements, and recovery
rate changes associated with different sizes of material.
"LME Grade A standards": London Metal Exchange purity standards
for refined copper.
"makeup water requirements": the amount of water required to
replace water lost to evaporation.
"metalliferous minerals": minerals yielding or containing
metals.
"millsite claims": claims located on federally-administered
public lands which are intended for the location of processing
facilities to process rock mined from other lands or properties.
The maximum size of a millsite claim is 5 acres.
"mineralization": the presence of minerals of value in rock.
"mineralized lenses": lens-shaped volumes of rock which contain
minerals of interest.
"net proceeds": the gross amount received after deducting freight
and handling charges from the point of final treatment to the
point of final sale.
"net smelter return": the net revenues derived from the sale of
a metal product after deduction for the cost of smelting and
refining (if applicable). Deductions also often include
transportation to market.
"oxide mineralization": rock which contains a predominance of
oxidized minerals of interest (oxides, carbonates, sulfates or
other compounds containing oxygen).
"oxide zone": that portion of a mineral deposit which is
characterized by a dominance of oxide minerals.
"pads": lined facilities on which crushed ore is placed and
minerals extracted by a leach process.
"patented claim": a claim for which the holder has been granted
fee title. Patented claims are not subject to assessment
requirements.
"pit dewatering": pumping of groundwater from the vicinity of
the pit areas to lower the level of groundwater to insure the
working areas in the pit remain dry.
"ponds": lined facilities in which leaching solution with
dissolved minerals collects.
"probable (indicated) reserves": reserves for which quantity and
grade and/or quality are computed from information similar to
that used for proven (measured) reserves, but the sites of
inspection, sampling and measurement are farther apart or are
otherwise less adequately spaced. The degree of assurance,
although lower than that for proven (measured) reserves, is high
enough to assume continuity between points of observation.
"proven (measured) reserves": reserves for which (a) quantity is
computed from dimensions revealed in outcrops, trenches, working
or drill holes; grade and/or quality are computed from the
results of detailed sampling and (b) 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.
"reserve": that part of a mineral deposit which could be
economically extracted or produced at the time of the
determination.
"reverse circulation drilling": the process of drilling a hole
in the ground with dual-tube rods which provide air to the bit
face down the inner rod and bring the sample to the surface in
the space between the inner rod and the outer rod via forced air
or water. The sample does not come up the open hole as in air-
track drilling.
"solvent extraction-electrowinning": the process of recovering
metal from solution by employing the use of organic solvents to
extract the metals from solution, stripping the metals from the
solvents with a strong acid, then plating the metals onto starter
sheets or stainless steel blanks by passing a high-density
electric current through the metal-rich acid.
"sulfide mineralization": rock which contains a predominance of
sulfur-bearing minerals rather than oxygen-bearing minerals.
"sulfide zone": that portion of a deposit which is predominantly
characterized by minerals of interest containing sulfur instead
of oxygen.
"stratigraphic mapping": the process of recording information on
maps regarding the sequence (stratigraphy) and character of the
sedimentary rocks of interest.
"strip ratio": the proportion of waste material to economic
material within a given open pit scenario.
"tabular body": a volume of material shaped like a table-top,
with two dimensions significantly longer than the third.
"ton": 2,000 pounds, dry weight basis.
"tonnage factor": a factor used to convert volume to tonnage
based upon the density of the ore.
"unpatented claim": a claim located in accordance with the
General Mining Law giving the holder exclusive rights to the
surface and to minerals located below the surface of the claim
area.
"vein": a mineralized zone having a more or less regular
development in length, width and depth which clearly separates it
from neighboring rock.
"waste": barren rock in a mine, or mineralized material that is
too low in grade to be mined and milled at a profit.
"wet ton royalty": a fee paid based upon the weight of economic
material mined, as it comes out of the ground, with its natural
moisture content (as opposed to "dry tons" which are calculated
free of contained moisture).
"wildcat holes": holes which are drilled in a new target area or
without significant information, designed to find a new deposit
suspected but not known to lie beneath the surface.
A. LISBON VALLEY PROPERTY, SAN JUAN COUNTY, UTAH
Known Reserves
As part of the Revised Final Feasibility dated October 23,
1996 done by Robert &Schaefer, the Company commissioned an
independent consultant, Kelsey Associates, LTD. ( KEI ) of
Denver, Colorado to prepare reserve estimates for the
Centennial, Sentinel and GTO deposits assuming a copper commodity
price of $0.90 per pound;. These reserves were then given to Gary
Simmerman, an independent consulting mining engineer, to
determine a Mine Production Schedule. The following table shows
KEI's estimated minable ore reserves as adjusted for the Mine
Plan:
At a copper price of $0.90/lb.
Millions
Ore Tons of Lbs. Strip
Deposit (thousands) Grade% Copper Ratio*
Sentinel 6,716 0.312 41.9 0.55:1.00
Centennial 25,310 0.484 244.9 1.86:1.00
GTO 2,998 0.631 37.9 4.51:1.00
TOTALS 35,024 0.464 324.7 1.84:1.00
* Tons of waste : tons of ore.
These estimates include both proven and probable reserves and are
based on in-place material. The Revised Final Feasibility Study
anticipates that between 5% and 10% of copper will be lost in the
leaching process. The aggregate net recovery rate for the
project is estimated to be 90%.
Location and Access
The Lisbon Valley Property comprises approximately 5,940
acres and is situated in southeastern Utah, about five miles west
of the Colorado border and about 45 miles southeast of the town
of Moab, Utah. The Property lies within a northwesterly-trending
flat-bottomed valley at an elevation of about 6,400 feet above
sea level and comprises 256 unpatented lode mining claims and
fractions, three State of Utah leases covering approximately 960
acres, a lease of approximately 160 acres of private land and fee
ownership of approximately 400 acres of private land. Assessment
rental fees of $100 per unpatented claim are required to be paid
annually on or before August 31 of each year. The Lisbon Valley
Property is reached by road from Moab, where most services and
supplies may be obtained. Access to the various parts of the
Property is by county maintained gravel road.
Interest of the Company in the Property
The Company's interest in the Lisbon Valley Property
originated from an agreement whereby Summo USA acquired by
assignment certain leases and other agreements. Since such
assignment, the Company has obtained a direct interest in certain
of the assigned leases and acquired rights to additional property
in the region.
Pursuant to a restated agreement (the "Agreement"), dated as
of March 10, 1994, among the Company, Summo USA, St. Mary
Minerals Inc., a Colorado corporation ("St. Mary") and MLP
Associates Limited, a Colorado limited partnership ("MLP"), Summo
USA acquired by assignment of certain underlying agreements from
MLP all of MLP's interest in and to approximately 4,720 acres of
the Lisbon Valley Property in consideration of the issuance of
2,400,000 common shares of the Company (the "Purchase Shares")
and certain other payments and covenants. Summo USA also assumed
the obligations to make all of the payments under the underlying
agreements. The Purchase Shares were issued one-half upon
execution of the Agreement and one-half in September 1995
following the issuance of a Feasibility Study. Prior to entering
into the Agreement, the relationship between MLP and the Company
was arm's length. The Company was also required to make certain
cash payments to MLP until June 1995.
The following summarizes the material terms of the
agreements covering separate property parcels of land pursuant to
which the Company now holds interests with ore reserves in the
Lisbon Valley Property:
1. Lease dated April 20, 1988, as amended by agreement dated
July 24, 1993, between MLP as lessee and Lisbon Copper Ltd.
("Lisbon Copper") as lessor.
a. This is a lease for the rights of Lisbon Copper in
certain unpatented load mining claims covering an
aggregate of approximately 800 acres, certain fee land
situated in San Juan County, Utah, covering an
aggregate of 160 acres.
b. The lease is for a primary term of ten years commencing
April 20, 1988 and for so long thereafter as minerals
are produced from the Leased Premises in commercial
quantities.
c. Lisbon Copper receives a production royalty based on
"Net Proceeds" per pound of "Product" sold during each
calendar month as follows:
Net Proceeds per Pound % Net Proceeds
Less than $1.00 5.0%
$1.00 to $1.20 5.5%
Over $1.20 6.0%
"Net Proceeds" means the gross amount received by Summo
USA after deducting freight and handling charges from
the point of final treatment to the point of final
sale. Summo USA may deduct the royalty payable with
respect to underlying leases and subleases from the
royalty due to Lisbon Copper, subject to a minimum
royalty of 1.5% Net Proceeds payable to Lisbon Copper.
"Product" means all mineral and/or metals mined and
removed from the Leased Premises and processed and sold
in any chemical, mineral or metallic form.
d. Summo USA has been required to pay a minimum advance
royalty to Lisbon Copper of $1,500 per month through
June 1994, $2,500 per month through June 1995 and
$3,000 per month thereafter.
e. Lisbon Copper's entire right, title and interest may be
purchased for $500,000 if the purchase is made within
one year of the first sale from commercial production
of minerals from the Lisbon Valley Property, which
purchase price increases by $50,000 per year
thereafter. Upon purchase, all of the above royalties
are eliminated.
f. A royalty of $0.15 per wet ton of ore to be mined is
payable for production from claims covering a portion
of the Sentinel Deposit (described hereinafter).
2. Utah State Metalliferous Lease No. 20569 dated May 28 1963,
as amended August 15, 1995 ("ML20569").
a. This lease is for the mineral rights to approximately
480 acres.
b. The term expires December 31, 2004, unless minerals are
then being produced from the leased premises in
commercial quantities.
c. The annual rental is $480.
d. A royalty of 4% of gross proceeds less refining and
processing costs is payable to the State of Utah, with
a minimum annual payment of $7,875 to be credited
against such royalties.
3. Mining Lease dated October 15, 1973 between Tintic Uranium
Company as lessee and Centennial Development Company as
lessor, as amended by an agreement dated January 5, 1993.
a. This lease is for the surface and mineral rights for
approximately 160 acres of land.
b. The term is ten years from October 15, 1973, with
unlimited rights of renewal for additional ten-year
terms provided minimum work requirements are satisfied.
The term has been extended to October 15, 2003.
c. A 3% royalty on net smelter returns is payable on
production of non-fissionable minerals.
"net smelter returns" means all sums received by Summo
USA for the sale of ores or other products from the
leased premises in an arm's-length transaction, less
all transportation and treatment charges not deducted
by the purchaser.
d. The minimum royalty is $1,000 per year.
4. Utah State Lease for Metalliferous Minerals No. 17661 dated
February 20, 1959, as amended August 15, 1995 ("ML17661").
a. This lease is for the mineral rights to approximately
160 acres.
b. The term expires December 31, 2004, unless minerals are
then being produced from the leased premises in
commercial quantities.
c. The annual rental is $160.
d. A royalty of 4% of gross proceeds less refining and
processing costs is payable to the State of Utah, with
a minimum annual payment of $2,625 to be credited
against such royalties.
The following summarizes the material terms of the agreements
covering separate parcels of land pursuant to which the Company
now holds interests without ore reserves in the Lisbon Valley
Property.
5. Lease dated October 26, 1992 between MLP as lessee and Steve
Kosanke and Mary Lou Kosanke as lessor.
a. This lease is for the lessor's interest in seven
unpatented lode mining claims covering approximately
120 acres.
b. The term is six years from October 26, 1992 and for so
long thereafter as minerals are being produced from the
leased premises in commercial quantities.
c. Minimum advance annual royalty payments are $2,800 due
on October 26, 1996 and each year thereafter.
d. A 2.5% royalty is payable upon the Net Proceeds of
production.
e. "Net Proceeds" means the gross amount received by Summo
USA after deducting freight and handling charges from
the final treatment to the point of final sale.
f. Summo USA has an exclusive option to purchase all of
the lessor's right, title and interest in and to the
seven unpatented lode mining claims for $100,000 less
the sum of all royalty payments made up to the date of
purchase.
6. Purchase Option Agreement dated May 1, 1995 between Summo
USA and Lisbon Land & Livestock Company.
a. This agreement was in the form of an option to purchase
two parcels, one of which is approximately 320 acres
and is being evaluated by the Company for its potential
to serve as the site of a processing plant for the
Lisbon Valley project and the other is approximately 80
acres and will be explored for its mineral potential
along with the Company's other property in the Lisbon
Valley. For $20,000 Summo USA acquired the option to
purchase the two parcels together with all mineral
rights, water rights and improvements, but exclusive of
oil and gas rights, for an aggregate purchase price of
$240,000. The option was exercised in September 1995.
b. Lisbon Land & Livestock reserved a 1% royalty on the
net returns from all ores, minerals, concentrates or
other products mined and removed from the 80-acre
parcel and sold or processed by Summo USA.
7. Lease dated August 3, 1992 between MLP as lessee and J.F.
Costanza and Joyce L. Costanza as lessor.
a. This lease is for 43 unpatented lode mining claims
covering approximately 860 acres excluding the rights
to any vanadium and uranium therein.
b. The term is six years from August 3, 1992 and for so
long thereafter as minerals are being produced from the
leased premises in commercial quantities.
c. A 2% royalty is payable upon the Net Proceeds (defined
as above) of production.
d. Summo USA has an exclusive option to purchase all of
the lessor's right, title and interest in and to the 43
unpatented lode mining claims (including the vanadium
and uranium rights thereto) for $2,000,000 less the
sum of all royalty payments made up to the date of
purchase.
8. Special Use Lease Agreement No. 707 dated December 15, 1986
between MLP as lessee and the State of Utah as lessor.
a. This lease grants Summo USA the right to build a copper
processing plant on approximately 55 acres located
within the area leased by Summo USA under ML17661 and
ML20569. The Company plans to use such land for
supplemental processing facilities.
b. The term is 16 years from August 1, 1986.
c. The annual rental is $1,340.
9. Utah State Lease for Metalliferous Minerals No. 46431 dated
February 22, 1994.
a. This lease is for the mineral rights to approximately
320 acres.
b. The term is ten years from March 1, 1994 and for so
long thereafter as minerals are being produced from the
leased premises in commercial quantities. The State of
Utah has the right to adjust the terms and conditions
of the lease every ten years.
c. The annual rental is $320.
d. A production royalty of 4% of gross value is payable
for ores produced on the leased premises.
10. Purchase Agreement between Summo USA and Michael L. Wilcox
dated February 29, 1996.
This agreement covered the purchase by Summo for
$50,000 of 200 surface acres, 160 acres of which cover
mineral rights leased from Tintic Uranium.
As of December 31, 1996 all required payments had been made on
these leases. A Decree Quieting Title to the entire property was
filed in the Seventh District Court of San Juan County on
September 4, 1996.
Present Condition of the Property
There are four established copper deposits within the Lisbon
Valley Property which have previously produced minerals as
follows:
Tons Mined
Deposit (Approximately)
Globe Unknown
Centennial 350,000
Sentinel 100,000
GTO 450,000
The Globe deposit is now considered to be essentially mined
out.
Centennial Deposit. This is the largest known and best
explored deposit in the area. The deposit is roughly rectangular
in plan with dimensions of 2,600 ft. by 1,200 ft. Over 500 drill
holes have defined three or four overlapping mineralized lenses
in a 300-foot stratigraphic section and which dip 5 degrees to 25
degrees southwest toward the Lisbon Valley Fault. The lenses
vary in thickness from about 40 to 150 feet, with the greatest
thicknesses adjacent to the fault. One stratigraphic unit in
particular, known as Bed 15, is up to 150 feet in thickness and
is generally well mineralized.
Sentinel Deposit. Copper mineralization occurs in the middle
and upper parts of Bed 15, and the mineralized section averages
39 feet in thickness. The mineralization occurs in a tabular
body dipping 10 degrees to 25 degrees to the southwest, toward
the Lisbon Valley Fault. The dimensions of the deposit are 1,300
feet by 1,100 feet and it is open to the east and south.
GTO Deposit. This is a high-grade deposit about one mile
south of the Centennial deposit. Copper occurs in the Dakota
sandstone.
Previous Work Undertaken
The Lisbon Valley Property has been the site of mining
exploration, development and production for almost 100 years.
The most intense activity has taken place since 1969 when
Keystone-Wallace Resources ("KWR") rebuilt the copper leach plant
and began a systematic development and mining program.
KWR mined and processed approximately 900,000 tons of ore
from the Lisbon Valley Property: 350,000 tons of 1.25% copper
from Centennial; 450,000 tons of 1.75% copper from GTO; and
100,000 tons of 0.45% copper from Sentinel.
Between 1974 and 1992, a series of operators conducted
drilling programs on the Lisbon Valley Property, principally on
the Centennial Deposit. In 1988, MLP acquired a lease on the
Property.
In 1992, Kennecott Exploration ("Kennecott") optioned the
Lisbon Valley Property from MLP and drilled five widely-spaced
vertical holes across the lower Lisbon Valley. One hole, 700
feet deep and drilled in the Centennial pit, averaged 0.33%
Copper over 530 feet and was stopped while still in
mineralization. Kennecott terminated its option in 1993.
Management believes that Kennecott terminated its option because
the likely reserves in the Property were relatively small in
comparison to the other copper production of Kennecott.
In July 1993, St. Mary, by preliminary agreement, acquired a
lease on the Lisbon Valley Property from MLP for the benefit of
Summo USA, which had not at that time been incorporated. St.
Mary then initiated a program of data compilation and review,
reverse circulation drilling, large diameter core drilling,
detailed stratigraphic mapping and additional land acquisition.
Work Completed by the Company
Since August 1993 and through December 31, 1996, the Company
has spent approximately $4,800,000 on the Lisbon Valley Property
for land acquisition costs, rental payments, drilling,
metallurgy, assaying, a Feasibility Study, and general and
administrative expenses.
The 1993 drilling program consisted of 29 reverse-circulation
holes totaling 9,683 feet on the Centennial Deposit in locations
where the spacing between earlier holes was considered to be too
great. The results of the drilling showed a close correlation
between the predicted thickness and grade; the average thickness
of 39 intercepts was 61 feet and the actual weighted average
grade was 0.49% of copper. These results do not affect the
reserve calculations for the Centennial Deposit.
The Company carried out leach tests on the drill cuttings
from the 29 holes drilled in 1993. The results indicated that
about 90% of the copper in the various ore types can be recovered
by acid leaching. Earlier work by St. Mary on a one-ton
representative sample of Lisbon Valley ore, crushed to minus four
inches and leached in a 24-inch column, resulted in a 76%
recovery in 45 days with low acid consumption.
In December 1994, the Company completed an additional 68
reverse-circulation drill holes on the Lisbon Valley Property,
with 48 of the holes containing visible copper over minable
widths. The Company received updated reserve calculations in
July 1995. See "Known Reserves." Work by the Company during
1996 is discussed under Management Discussion and Analysis of
Financial Condition and Results of Operations.
Drilling on Lisbon Valley was conducted in two phases in
1995. The first phase was completed in May 1995 and designed for
condemnation purposes in the proposed waste dump area adjacent to
the Centennial deposit. All ten holes confirmed no ore lies
beneath the proposed waste dump site. A second phase of drilling
was completed in December 1995 and designed to fill in gaps in
the drill density on the periphery of the Centennial deposit.
All twelve holes cut ore grade over minable widths in areas which
were carried as waste in the then-current mine plan. A new ore
reserve was calculated, and a new pit was designed to accommodate
the additional ore intercepts in May of 1996.
Metallurgical tests continued on drilling cores from the
deeper portion of the Centennial deposit to further quantify
leach kinetics for ore to be delivered to the pad during the
second half of the planned mine life. The tests show recovery of
approximately 90% of the total copper can be achieved by leaching
of ore crushed to -1 1/2 inch size in a period of approximately
400 days.
The Company obtained a Feasibility Study in August 1995 on
the Lisbon Valley Property prepared by Roberts & Schaefer Company
( Roberts & Schafer ), an independent mining engineering and
consulting firm. The Company had Roberts & Schafer complete a
Final Feasibility Study ( Final Feasibility Study ) based on the
ore reserves and new operating and capital costs received, which
was completed June 18, 1996. The Company had Roberts & Schafer
update the Final Feasibility Study based on an ore reserve using
$0.90 copper prices to produce a Revised Final Feasibility dated
October 23, 1996. This reduced the tons of ore but increased the
grade and decreased the strip ratio, ultimately reducing cost.
This Revised Final Feasibility contemplates a project wherein
the Company will mine the Centennial, Sentinel and GTO deposits
by open-pit methods using acid leaching and SX-EW technology.
The mined ores will be processed at a processing facility
designed to produce cathode copper to meet LME Grade A standards
(approximately 99.99% copper). Also included with the mining and
process operations will be a truck shop for servicing the mine
fleet, a laboratory for maintaining control of mining and process
activities and an administration building for mine management,
engineering and accounting personnel. All mining equipment and
mining services will be supplied to the Company through a fixed
contract from Brown & Root, Inc.
The Revised Final Feasibility Study estimates the initial
capital costs for the project to be $48.4 million including all
process equipment, infrastructure, engineering/construction
management, working capital, pre-operating capital, installation,
permits, royalty, spares and contingencies. The average cash
operating costs over the life of the mine, exclusive of the cost
of capital, are estimated to be $4.3 million per quarter, or $.47
per pound of copper produced. The total life of mine capital and
operating costs are estimated to be $0.72 per pound of copper
produced. Both capital and operating cost estimates are believed
to be calculated to plus or minus 5% accuracy, which reflects the
fact the Company has signed letters of intent for an engineering,
procurement & construction ( EPC ) contract to construct the
plant and a fixed price for the mining cost, which is 50% of
operating cost, and contracts for delivery of acid and power
which comprise an additional 20% of operating cost.
A series of pro forma cash flow analyses were performed as
part of the Revised Final Feasibility Study using assumed copper
prices ranging from $.90 per pound to $1.10 per pound. The pro
forma cash flow analysis show nominal cumulative profitability
over the 9-year duration of the project at an assumed copper
price of $0.90 per pound and increasing profitability as the
copper price increases from such level.
The Revised Final Feasibility Study concludes that the
project is economically sound, and although the risk and
sensitivity analyses performed by Roberts & Schaefer disclose
risks principally deriving from the variability of the market
price of copper, the Revised Final Feasibility Study shows
significant profit potential. Subject to the availability of
capital, the Company intends to develop and mine the Lisbon
Valley Property according to the recommendations and descriptions
in the Revised Final Feasibility Study.
Plant and Equipment
There is no surface plant or equipment on the Lisbon Valley
Property other than a three-phase 12 kV power line which is not
sufficient to support all the power requirements of the mine but
which may be utilized in addition to a new 69 kV power line which
will to be run approximately ten miles to the site. The initial
cost to the Comapny of the new power line will be $750,000, which
amount is included in the estimated initial capital costs.
Environmental Matters
The Company has retained a consulting firm to conduct various
technical and baseline studies on the Lisbon Valley Property.
These include ground water quality testing and monitoring,
environmental baseline studies of the flora, fauna and soils in
the Lisbon Valley, and a study of the soil available for
reclamation purposes.
The environmental baseline studies undertaken regarding
flora, fauna and soils do not indicate that there are any
threatened or endangered species of plants or fauna which have
been found or are likely to be present in the area of the Lisbon
Valley Property. The soils tested to date do not indicate any
deleterious chemical properties.
Baseline hydrolic data, pump tests on groundwater for pit
dewatering and makeup water requirements, and flora and fauna
studies continued through 1996 as part of the permitting process
on Lisbon Valley.
Permitting for construction and operation commenced in August
1995 after completion of a positive Feasibility Study. A Notice
of Intent was approved and a Memorandum of Understanding was
reached between the Company, its third-party contractors, and the
BLM regarding the manner and time-frame anticipated for
permitting the project as described in the Notice of Intent. The
Draft Environmental Impact Statement (DEIS) was completed on May
31, 1996. This document recommends development of the property
as proposed by the Company with an alteration to the location of
a small waste dump site. The public comment on the DEIS closed
on July 15, 1996, with no significant adverse comments.
Permitting with the State of Utah was completed in January, 1997.
The Final Environmental Impact Statement was issued by the U.S.
Bureau of Land Management in February. At this writing the
project is in the 30-day availability period before a Record of
Decision is due to be announced in mid-March.
See "Item 1. Business - Regulatory and Environmental Matters"
for a discussion of other potential environmental issues which
could arise with respect to the property.
COPPER SPUR PROPERTY
No Known Reserves
The Company is in the exploration stage with respect to the
Copper Spur Property and the property is without a known body of
reserves. Because of the recent date of acquisition of the
property the Company has not yet commissioned independent
geologists and consultants to perform certain tests on the
property or to make preliminary estimates of the extent of the
mineral deposit(s) and the metallurgical properties of the
deposit(s). Work completed by the Company is described below.
Location and Access
The Copper Spur Property covers approximately 600 acres and
is located in north-central Colorado, approximately 65 miles
south of Hayden, Colorado. The property consists of 30
unpatented lode mining claims. Assessment rental fees of $100
per claim are required to be paid annually on or before August 31
of each year. The property is accessible via highways and a
county maintained gravel road.
Interest of the Company in the Property
The Company owns directly 30 unpatented lode mining claims
staked in September and October, 1996 on public lands
administered by the U.S. Bureau of Land Management.
Previous Work Undertaken
The copper + lead deposit on the property was first mined in
the early 1900's. Small scale underground production of
high grade copper and lead occurred sporadically into the 1950's.
There are no official records of production from the mine in the
Company's possession, but average ore grade was reported to be
+2% copper. Underground workings extend down-dip for a distance
of 650 feet and cover a cross-strike width of 200 ft. Almost all
of the workings are contained within the copper-bearing rock
unit.
The property was staked in 1994 by Chemical Lime Company
(CLC) to cover exposures of the Leadville Limestone which
overlies the copper-bearing unit. CLC drilled four diamond drill
holes on the property in 1995 on a spacing of approximately
one-mile centers, targeting all of the holes for the limestone
unit. One of the holes was drilled in the area of the copper
deposit, and it apparently intersected copper immediately below
the limestone unit, where the hole was terminated. None of the
other three holes penetrated the copper-bearing unit. CLC
dropped their claims in August, 1996 and the Company staked the
ground immediately thereafter.
Work Completed by the Company
The Copper Spur property contains a stratabound disseminated
copper oxide deposit and target area contained within the
Cambrian Sawatch Quartzite. The deposit/target dips shallowly
to the south at a slightly higher angle than the topographic
slope. The Company completed surveying of the underground
workings and channel sampled the workings on regular 50 ft.
intervals. Complete back-to-floor channel samples were taken
throughout the underground workings to document the copper
content of the deposit/exploration target. Both back and floor
remain in the copper zone. Average channel height was
approximately 8 ft. The channel samples cover an area with
dimensions of 700 ft. x 200 ft. The 26 full-height channel
samples returned values from 0.327%Cu to 6.50%Cu, with an average
of 1.74%Cu. The full thickness of the copper zone is unknown.
The deposit is truncated by a fault along the eastern edge of the
workings, but the displacement on this fault appears to be
nominal, with the offset extension to the deposit probably lying
within a vertical distance of 50 ft. or less.
Surface geologic mapping of the property indicates the target
area has dimensions of approximately 5,000 ft. x 1,500 ft., and
lies at depths of less than 200 ft. A 15-20 hole drilling
program for 1997 is being planned to test the extensions to the
deposit throughout the target area.
Planned Exploration Program
A preliminary drilling program is being planned for 1997 to
test the potential of the known deposit and surrounding target
area. The deposit/target lies at shallow depths below the
surface, based on preliminary geologic mapping. The Company
plans to drill 15-20 shallow (200-300 ft.) holes across an area
approximately 1,500 ft. X 1,500 ft. To initially test the
potential of the target area. Follow-up drilling of an additional
15-20 holes would ensue upon discovery of appreciable copper in
the first phase of drilling.
Detailed mapping and soil/rock sampling of the known ore
horizon across a strike length of greater than one mile will
also help quantify the full potential of the property.
Plant and Equipment
There are no surface or underground plant or equipment on
the Copper Spur Property, other than the vestigial remnants of
small iron precipitation tanks and ponds which were built on the
property in the 1950's. These have no value nor do they
represent an impediment to development of the property.
Environmental Matters
The Copper Spur Property is in an arid geographic location
and has had a long history of exploration and mining activity.
The Company has yet to undertake an environmental review of the
Property and will undertake such review if and when it conducts a
Feasibility Study on the Property. See "Item 1. Business -
Regulatory and Environmental Matters" for a discussion of
potential environmental issues which could arise with respect to
the property.
C. CASHIN PROPERTY, MONTROSE COUNTY, COLORADO
No Known Reserves
The Company is in the exploration stage with respect to the
Cashin Property and the property is without a known body of
reserves. The Company has performed or commissioned independent
geologists and consultants to perform certain tests on the
property to make preliminary estimates of the extent of the
mineral deposits and the metallurgical properties of the ore
located on the property. The results of those tests are
summarized below. The following information provides no
information about the economic or legal feasibility of extraction
of minerals on the Property and no assurance can be given that
the Cashin Property contains a commercially minable mineral
deposit until further close drilling is performed and a final
economic Feasibility Study based upon such work is completed.
In January, 1996, the Company received results from an
independent consulting geologist of a mineral deposit estimate
for the Cashin deposit based upon all available drilling results
including the Company's 1994 and 1995 drilling programs. The
estimated geological mineral deposits were 13,127,754 tons
grading 0.496 percent copper. The mineral deposit volume was
calculated to include the volume of ore contained within the
drill hole patterns, but in no event further than 200 feet from a
drill hole. The volume calculation was further constrained by
the top and bottom of the ore host sandstone (Wingate Sandstone).
A tonnage factor of 13 cubic feet per ton was used to convert
volume to tonnage. This is the factor commonly used to compute
tonnage for the Wingate Sandstone formation throughout the
region. Grade was calculated by a weighted average of all
intercepts contained within the volume of the deposit.
Drill cuttings from the Company's 1994 drill program
were tested for their metallurgical properties. A total of 296
samples were taken, representing all of the five-foot intercepts
which assayed 0.1% copper or higher. 138 of the samples in the
oxide zone were subjected to acid leach tests and produced
average recoveries of 85.5%. 121 samples from the sulfide zone
were subjected to cyanide leach tests and produced average
recoveries of 83%. There was a wide range of individual
recoveries, probably due to mineralogical differences.
Because of its open-pit, heap leach potential, the primary
exploration target on the Cashin Property is the Wingate
Sandstone bed adjacent to the Cashin Fault and the Cliff Dweller
Fault. The recent drilling and mapping indicate that, although
only a small portion of the Cashin Fault zone has been explored
by drilling, it has positive potential for open pittable
disseminated type copper deposits.
The Company obtained a report in February, 1995 from an
independent mining engineer concerning its interest in the
Property (the "Cashin Report"). The Cashin Report recommended
additional drilling of the Cashin oxide zone to increase the
mineral deposit base and several wildcat holes to test other
veins such as the Cliff Dweller and Michigan. This program was
completed in June, 1995. Nineteen additional holes were drilled
and 16 of the holes intersected the deposit in the main target
zone and returned an average grade of .59% copper over 134 feet
including one hole which intersected 160 feet of 1.18% copper.
Three holes failed to intersect significant mineralization.
Location and Access
The Cashin Property covers approximately 2,542 acres and is
located in the southwestern corner of Colorado, approximately 50
miles southeast of Moab, Utah, five miles south of Paradox,
Colorado, and situated about 20 miles northeast of the Lisbon
Valley Property. The Property consists of 14 patented and 122
unpatented mining claims and three millsites. Assessment rental
fees of $100 per unpatented claim are required to be paid
annually on or before August 31 of each year. The Property is
accessible via highways and a county-maintained gravel road.
Interest of the Company in the Property
The Company holds options to purchase the patented claims
and 68 of the unpatented claims. The Company also directly holds
56 additional unpatented claims. The Company's interest in the
Cashin Property originated from two underlying option agreements
which were assigned to Summo USA from St. Mary in November 1993.
The two agreements are as follows:
Moretz Agreement. Pursuant to an Exploration and
Purchase Option Agreement made as of September 1, 1993, (as
revised March 29, 1996), Summo USA maintains an option (the
"Option") to purchase a 100% ownership interest in 12 patented
lode mining claims and three patented millsites containing an
aggregate of approximately 102 acres on or before September 1,
2000, by paying to the owners the sum of $370,000 as follows:
a. $10,000 upon execution of the agreement
b. $20,000 on or before March 1, 1994
c. $20,000 on or before September 1, 1994
g. $50,000 on or before September 1, 1995
h. $50,000 on or before September 1, 1996
i. $50,000 on or before September 1, 1997
j. $50,000 on or before September 1, 1998
k. $50,000 on or before September 1, 1999
l. $70,000 on or before September 1, 2000
As of December 31, 1996 all required payments had been
made. During the term of the Option, Summo USA has the
unrestricted right to conduct exploration and development
operations on such claims.
Ahlstrom/Peacock Agreement. Pursuant to an Option
Agreement made as of September 27, 1993,(as revised March 29,
1996), Summo USA maintains an option to purchase an undivided
two-thirds ownership interest in two patented lode claims and a
100% ownership interest in 68 unpatented lode claims containing
an aggregate of approximately 1,320 acres on or before September
1, 2001, by paying to the owners the sum of $770,000 as follows:
a. $10,000 upon execution of the agreement
b. $20,000 on or before March 1, 1994
c. $20,000 on or before September 1, 1994
d. $50,000 on or before September 1, 1995
e. $50,000 on or before September 1, 1996
f. $100,000 on or before September 1, 1997
g. $100,000 on or before September 1, 1998
h. $100,000 on or before September 1, 1999
i. $120,000 on or before September 1, 2000
j. $200,000 on or before September 1, 2001
As of December 31, 1996 all required payments had been
made.
Previous Work Undertaken
The copper-silver deposits on the Property were
discovered and staked in 1895. Small scale underground
production of high-grade ore by one or more unknown operators
started in 1896 and continued intermittently until 1946.
Official records indicate that total production from the two
mines on the Property, Cashin and Cliff Dweller, was 1,835,355
pounds of copper and 427,319 ounces of silver recovered from
23,151 tons of ore. Therefore the average ore grade was about 4%
copper and 18.5 ounces per ton of silver.
Around 1969 a program of geochemical sampling and
drilling was conducted on the Property by Valley Metallurgical
Processing Company of Moab, Utah. A total of 4,379 feet was
drilled in 43 holes on various parts of the Property, and the
Company has obtained the drilling records for 40 of the holes.
The Property remained inactive from 1970 to 1993, when St. Mary
obtained a lease.
Work Completed by the Company
The Company acquired the Cashin Property in November,
1993 and has spent approximately $707,000 for land acquisition
costs, rental payments, drilling, metallurgy, and general and
administrative expenses through December 31, 1996. In October
and November, 1993 the Company undertook a 12-hole
reverse-circulation drilling program totaling 3,515 feet to test
the bulk tonnage copper-oxide potential of the Property. The
results indicate that oxide mineralization predominates to a
depth of 150-165 feet. Beneath this lies a 10-40 foot thick
transition zone, below which sulfides predominate. An additional
25 holes were completed in 1995 to further define the extent of
the copper mineral deposit.
In late 1994, the Company engaged a consultant to carry
out a mineral deposit estimate for the Cashin Property, which
estimate was updated in January, 1996 after completion of the
1995 drilling program. The results are summarized above under
"No Known Reserves."
Planned Exploration Program
A metallurgical study is currently under way to
determine potential recoveries from acid leach SX-EW extraction.
Plant and Equipment
There is no surface or underground plant or equipment on
the Cashin Property other than several old derelict buildings
dating from mining operations in the 1920s and there has been no
underground exploration on the property except as herein set
forth.
Environmental Matters
The Cashin Property is in an arid geographic location
and has had a long history of exploration and mining activity.
The Company has yet to undertake an environmental review of the
Property and will undertake such review if and when it conducts a
Feasibility Study on the Property. See "Item 1. Business -
Regulatory and Environmental Matters" for a discussion of
potential environmental issues which could arise with respect to
the property.
D. CHAMPION PROPERTY, TAOS COUNTY, NEW MEXICO
No Known Reserves
The Company is in the exploration stage with respect to
the Champion Property and the property is without a known body of
reserves. The Company has performed or commissioned independent
geologists and consultants to perform certain tests on the
property to make preliminary estimates of the extent of the
mineral deposits and the metallurgical properties of the ore
located on the Property. The results of those tests are
summarized below. The following information is preliminary and
in any case can provide no information about the economic or
legal feasibility of extraction of minerals on the Champion
property. No assurance can be given that the Property contains a
commercially minable mineral deposit until further close drilling
is performed and a final economic Feasibility Study based upon
such work is completed.
In a preliminary calculation St. Mary estimated a
mineral deposit of 18,000,000 tons grading 0.4% copper. The
mineral deposit volume was calculated to include the volume of
ore contained within the drill hole patterns, but in no event
further than 200 feet from a drill hole. A tonnage factor of 12
cubic feet per ton was used to convert volume to tonnage. Grade
was calculated by a weighted average of all intercepts contained
within the volume of the deposit. Samples submitted for leach
testing indicated that the copper was soluble in sulfuric acid.
As indicated below under "Previous Work Undertaken", Bear Creek
Mining Co. estimated in 1968 a preliminary mineral deposit of
20,000,000 tons grading 0.23% copper.
Location and Access
The Champion Property is located in Taos County, New
Mexico about 90 miles northeast of Albuquerque and 20 miles
southwest of the town of Taos. The Property lies at about 8,000
feet above sea-level. Access to the Property may be gained by a
gravel road off of a state highway. Power exists along the state
highway. Interest of the Company in the Property
The Champion Property consists of approximately 4,500
acres located in the Picuris and Copper Mountain Mining District
and comprises five patented lode mining claims (approximately 123
acres), four patented millsite claims (approximately 20 acres)
and 223 unpatented lode mining claims (approximately 4,200
acres). The Company holds options to acquire a 100% ownership
interest in the patented claims and seven unpatented claims and
acquired a 100% ownership interest in another 64 unpatented
claims (approximately 4,060 acres) by staking in September, 1994
and February, 1996.
The Company's interest in the Champion Property is
derived from three underlying agreements which entitle the
Company to purchase a 100% ownership interest, subject to a 1.5%
net smelter return royalty, in a portion of the Property. The
three agreements were assigned to Summo USA from St. Mary in
consideration of the issuance of 80,000 shares of the Common
Stock of the Company to St. Mary as reimbursement of the $60,000
expended by St. Mary and the payment to St. Mary of a 1.5% net
smelter return royalty. The material terms of the three
underlying agreements are as follows:
Hill Agreement. Pursuant to an Exploration and Purchase
Option Agreement (the "Hill Agreement") made as of August 1,
1994, the owners granted to St. Mary an option (the "Option") to
purchase a 100% ownership interest in nine patented mining claims
and millsites (collectively the "Patented Claims") located in the
Picuris and Copper Mountain Mining District, and comprising
approximately 120 acres by paying to the owners $500,000 as
follows:
a. $5,000 upon execution of the Hill Agreement;
b. $5,000 on or before August 1, 1995;
c. $10,000 on or before each of August 1, 1996;
August 1, 1997; August 1, 1998 and August 1, 1999;
d. $15,000 on or before each of August 1, 2000;
August 1, 2001; August 1, 2002; August 1, 2003 and
August 1, 2004;
e. $20,000 on or before each of August 1, 2005;
August 1, 2006; August 1, 2007; August 1, 2008;
August 1, 2009; August 1, 2010; August 1, 2011;
August 1, 2012; August 1, 2013 and August 1, 2014;
and
f. $175,000 on or before August 1, 2015.
As of December 31, 1996, all required payments had been
made. During the term of the Option, Summo USA has the
unrestricted right to conduct exploration and development
operations on the Patented Claims. Pursuant to the terms of the
Hill Agreement, if the Patented Claims are placed in commercial
production at any time during the term of the Hill Agreement,
Summo USA must exercise the Option by providing written notice of
exercise (the "Notice") to the owners. Within three years after
the Notice, but no later than August 1, 2015, Summo USA must
deliver the balance of the purchase price to the owners.
"Commercial production" means the processing and sale of ores,
concentrates, metals and other mineral products which have been
mined on the Patented Claims but which does not include
processing for the purpose of testing or milling by a pilot
plant.
Cook Agreement. Pursuant to an Exploration and Purchase
Option Agreement (the "Cook Agreement") made as of August 1,
1994, the owners granted to St. Mary an option (the "Option") to
purchase a 100% ownership interest in seven unpatented mining
claims and millsites (collectively the "Unpatented Claims")
located in the Picuris and Copper Mountain Mining District, and
containing approximately 140 acres by paying to the owners
$500,000 as follows:
a. $5,000 upon execution of the Cook Agreement;
b. $5,000 on or before August 1, 1995;
c. $10,000 on or before each of August 1, 1996;
August 1, 1997; August 1, 1998 and August 1, 1999;
d. $15,000 on or before each of August 1, 2000;
August 1, 2001; August 1, 2002; August 1, 2003 and
August 1, 2004;
e. $20,000 on or before each of August 1, 2005;
August 1, 2006; August 1, 2007; August 1, 2008;
August 1, 2009; August 1. 2010; August 1, 2011;
August 1, 2012; August 1, 2013 and August 1, 2014;
and
f. $175,000 on or before August 1, 2015.
Purchase Agreement. Pursuant to a surface
agreement (the Pacheco Agreement ) dated June 10, 1996, Summo has
the right to utilize 520 acres of private surface for mining
facilities which overlies approximately 27 of its unpatented
mining claims as follows:
. $8,000 signing bonus
. Rental of $5,600 on June 10, 1996
. Rental of $5,600 on December 30, 1996 & 1997
. Rental of $7,200 on December 30, 1998 & 1999
. Rental of $8,400 on December 30, 2000
. Permanent Impact Compensation of $625/acre or
$325,000 on December 30, 2001
. Rental of $12,000 on December 30, 2001, 2002 & 2003
. Rental of $13,600 on December 30, 2004 & 2005
. Rental of $22,000 on December 30, 2006
. Rental of $26,800 on December 30, 2007, 2008, 2009,
2010 & 2011
. Rental of $32,000 on December 30, 2012, 2013, 2014,
2015 & 2016
. Rental of $44,445 on December 30, 2017 & each year
thereafter
As of December 31, 1996, all required payments had been
made. During the term of the Option, Summo USA has the
unrestricted right to conduct exploration and development
operations on the Unpatented Claims. Pursuant to the terms of
the Cook Agreement, if the Unpatented Claims are placed in
commercial production at any time during the term of the Cook
Agreement, Summo USA must exercise the Option by providing
written notice of exercise (the "Notice") to the owners. Within
three years after the Notice, but no later than August 1, 2015,
Summo USA must deliver the balance of the purchase price to the
owners. "Commercial production" means the processing and sale of
ores, concentrates, metals and other mineral products which have
been mined on the Unpatented Claims but which does not include
processing for the purpose of testing or milling by a pilot
plant.
Summo USA may terminate each of the above-described
agreements as to all or any part of the subject property at any
time. Summo USA may further assign its interest in each
agreement to a third party.
Applied Agreement. Pursuant to a finder's fee agreement
made as of May 20, 1994, Summo USA is obligated to pay to Applied
Geologic Studies, Inc. a finder's fee of up to $100,000 as
follows:
a. $5,000 upon acquisition of the Champion Property;
b. 5% of total direct exploration expenditures made
for the benefit of the Champion Property, exclusive
of land costs;and
c. Any balance (up to $100,000) paid at the time of a
decision to put the Champion Property into
production.
Previous Work Undertaken
The Champion Mine was developed in the early 1900s with
a 310 foot adit that connected to two short shafts. The
development was on a quartz vein and later sampling along the
adit returned a grade of 1.17% copper over 310 feet.
The Champion Property has been explored intermittently
over the past 25 years by several major copper companies, and
essentially all of the work has been drilling around the Champion
adit and extending eastward toward Copper Hill. The largest
program was a 59-hole program conducted in 1968 by Bear Creek
Mining Co. ("Bear Creek"). The drilling was done with an
air-track drill and none of the holes was longer than 200 feet
and 24 were less than 100 feet in length. Based on the drilling,
Bear Creek estimated a mineral deposit of 20,000,000 tons grading
0.23% copper. Bear Creek also channel-sampled the Champion adit
and several cross-cuts which returned grades ranging from 0.04%
to 5.0% copper.
In succeeding years, Duval Corp, Conoco Oil Inc.,
Anaconda Corporation and Phelps Dodge Corporation each conducted
exploration work, although Phelps Dodge appears to have been
targeting gold and silver mineralization and not copper.
In 1994, the Champion Property was acquired by St.
Mary, which reassayed all the Phelps Dodge samples greater than
0.1% copper. The results returned significant grades--for
example, 75 feet of 0.32% copper in one hole in the interval
50-125 feet and 50 feet of 0.607% copper in another hole in the
interval 115-165 feet. St. Mary also carried out a limited
orientation soil geochemical survey on the north flank of Copper
Hill which outlined a weak copper anomaly open to both the east
and west.
Work Completed by the Company
The Company acquired the Champion Property in May, 1995
and has spent approximately $400,000 on the Property for land
acquisition costs, rental payments, geological, drilling, and
general and administrative expenses through December 31, 1996.
The Company obtained a report in January, 1995
concerning its interest in the Property from independent mining
engineers. The report recommends that an exploration program
(Phase I) be carried out at an estimated cost of $145,000
comprising a drilling program to confirm the grade and size of
the existing deposit and to expand its limits; a soil geochemical
survey to trace the mineralization across the valley immediately
east of the deposit; and prospecting, mapping and rock sampling
to determine the extent and tenor of the mineralization on the
claims located in the Copper Mountain area. This program was
completed in 1995.
Planned Exploration Program
The Company is currently evaluating the results of the
18 drill holes completed in 1996. An additional 10-20 drill holes
may be proposed in 1997 to fill in gaps in the current drill
pattern, before further exploration on the property is
contemplated.
The Company's object is to identify a drill-indicated resource in
excess of 200 million pounds of copper, which would be amenable
to open pit mining, heap leaching and recovery by SX-EW.
Plant and Equipment
There is no plant or equipment on the Champion Property.
Environmental Matters
The Champion Property is situated in a high, unpopulated
pinion-juniper arid area with a long history of mining activity.
The Company has yet to undertake an environmental review of the
Champion Property. The Company will undertake such a review if
and when it conducts a Feasibility Study on the Property. See
"Item 1. Business - Regulatory and Environmental Matters" for a
discussion of potential environmental issues which could arise
with respect to the Property.
D. CACTUS GOLD MINES PROPERTY, KERN COUNTY, CALIFORNIA
No Known Reserves
The Company is in the exploration stage with respect to the
Cactus Gold Mines property and the property is without a known
body of reserves. Because of the recent date of option to
purchase the property the Company has not received results from
the independent geologists and consultants commissioned to
perform certain tests on the property or to make preliminary
estimates of the extent of the mineral deposit(s) and the
metallurgical properties of the deposit(s).
Location and Access
The Cactus Gold Mines Property is located in Kern County,
California, in the western Mojave Desert about 60 miles north of
Los Angeles and 9 miles west of the town of Mojave. Access to
the property is via a paved road.
Interests of the Company in the Property
The Company has acquired options to purchase the
interests of two mining companies in the Cactus Gold Mines
property, subject to the terms of the underlying leases. The
Company has until July, 1997 to review the property during the
option period prior to making a decision whether or not to
purchase the property rights. If the Company decides to exercise
its purchase options, total costs are estimated at approximately
$1 million.
Previous Work Undertaken
Gold was first mined on the property in 1894.
Production increased during the Depression and was halted in 1942
by the War Order Act. CoCa Mines, Inc., reopened the property in
1986 as an open pit mine heap leach facility, and built the
Shumake operation in 1988 with Compass mining Company as a
minority partner. The property reached annual production of
60,000 ounces of gold in 1991. Hecla Mining Company purchased
CoCa Mines and mined the existing reserves until 1992 when mine
production ceased. Hecla continues to operate the property while
it rinses the heaps prior to reclamation and closure. Production
on the property totals approximately 400,000 ounces of gold and 3
million ounces of silver.
Planned Exploration Program
During the six-month option period, the Company plans
to drill a series of test holes to confirm continuity and grade
of the anticipated mineral deposit. In addition, the Company
expects to commence metallurgical tests on bulk material from the
current pit wall and from cuttings to verify metallurgical
behavior of the anticipated mineral deposit. The Company is in
the process of completing environmental and technical due
diligence to confirm that there are no obvious flaws or
liabilities / obligations which could potentially discourage the
Company from proceeding with the acquisition. Summo has retained
a consulting firm to assess the value of the property and to
recommend alternative vehicles for Summo to realize the full
value of the property.
Plant and Equipment
The Company estimates approximately $10 million worth
of capital assets are included with the Cactus Gold Mines
property, including operating permits, leach pads and ponds,
buildings, power, water, telephone, and miscellaneous equipment.
The Company estimates approximately $8 million of new capital
would be required to restart operations. The property comes
complete with operating permits and it is Summo's assessment that
it could be placed back in production quickly.
Environmental Matters
The Cactus Gold Mines property is nearly fully
permitted for operations. See "Item 1. Business - Regulatory and
Environmental Matters" for a discussion of other potential
environmental issues which could arise with respect to the
property.
ITEM 3. LEGAL PROCEEDINGS
There are currently no material pending legal
proceedings to which the Company or its subsidiary is a party or
to which any of its properties or those of its subsidiary are
subject. No material legal proceedings involving the Company are
pending, or, to the knowledge of the Company, contemplated, by
any governmental authority. The Company is not aware of any
material events of non-compliance with environmental laws
andregulations. The exact nature of environmental control
problems, if any, which the Company may encounter in the future
cannot be predicted. For a description of the type of legal and
regulatory environment in which the Company does business, see
Item 1. Business - Regulatory and Environmental Matters.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders
during the fourth quarter of the fiscal year ended December 31,
1996.
PART II
ITEM 5. MARKET FOR THE REGISTRANT S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
The Company's Common Stock has been traded on the
Toronto Stock Exchange under the symbol "SMA" since January 18,
1996. The Company's Common Stock had been traded on the
Vancouver Stock Exchange from October 31, 1994 to December 31,
1996 when the Company voluntarily de-listed. The following table
sets forth the high and low sale prices of the Common Stock on
the Vancouver Stock Exchange for 1995 and the Toronto Stock
Exchange for 1996.
Vancouver / Toronto Stock Exchange
(Cdn $)
Quarter High Low
First Quarter 1995 $1.51 $1.10
Second Quarter 1995 $1.30 $1.00
Third Quarter 1995 $1.75 $1.25
Fourth Quarter 1995 $1.37 $1.01
First Quarter 1996 $1.28 $1.05
Second Quarter 1996 $2.90 $1.20
Third Quarter 1996 $2.07 $1.00
Fourth Quarter 1996 $1.55 $0.90
The closing price of the Common Stock on the Toronto
Stock Exchange on March 14, 1997 was $1.40 Cdn.
To date, no cash dividends have been paid by the
Company and it is not anticipated that cash dividends will be
paid in the foreseeable future due to the substantial capital
requirements of the mining industry.
As of March 14, 1997, 20,003,160 common shares were
issued and outstanding and the Company had 57 holders of record
of the Common Stock.
As of March 14, 1997, options and warrants were issued
and outstanding for the purchase of 6,244,680 shares of Common
Stock at an average exercise price of $1.21 Cdn. per share.
Certain Canadian Income Tax Considerations
The following summary is a general discussion of
certain Canadian federal income tax consequences under the Income
Tax Act (Canada) (the "Tax Act") relating to the acquisition,
holding, and disposing of the Common Stock, subject to the
qualifications, limitations and assumptions set forth below.
The summary is restricted to residents of the United
States who hold the Common Stock as "capital property" (as
defined in the Tax Act), who will not use the Common Stock in
carrying on a business in Canada, who deal at arm's length with
the Company, and who (alone or together with non-arm's length
persons) do not now, nor at any time in the five years preceding
any disposition of a share of Common Stock, own 25 percent or
more of the issued shares of any class of the capital stock of
the Company (the "25% Threshold Ownership Requirement").
The determination of whether a holder holds Common Stock as
capital property will depend on the holder's own particular
circumstances, but generally such will be considered to be
capital property of the holder if the Common Stock is acquired
for investment purposes and is not acquired in the course of
carrying on a business of trading or dealing in securities or as
part of an adventure in the nature of trade.
A sale, exchange or other disposition of Common Stock by a
holder of Common Stock will not result in Canadian tax being
payable by the holder so long as the Common Stock does not
constitute "taxable Canadian property" of the holder as defined
in the Tax Act. The definition of taxable Canadian property
would include any Common Stock of a holder if, at any time during
the five-year period immediately preceding a sale, exchange or
other disposition, not less than 25 percent of the issued shares
of any class of the capital stock of the Company belonged to the
holder, alone or together with persons with whom the holder did
not deal at arm's length or to any combination thereof (referred
to above as the 25% Threshold Ownership Requirement). In
addition, the Common Stock will constitute taxable Canadian
property if the holder of the Common Stock uses such property in
carrying on a business in Canada.
Although the Company does not anticipate paying a dividend
on the Common Stock, the following rules apply should the Company
decide in the future to declare a dividend. Dividends paid or
credited to holders of Common Stock who are resident in the
United States will be subject to Canadian withholding tax which
must be withheld by the Company and paid to Revenue Canada. The
rate of Canadian withholding tax under the Tax Act is 25 percent
of the gross amount of dividends paid to the holder, calculated
in Canadian dollars at the exchange rate prevailing at the time
of payment of the dividend. That rate is reduced under the
Canada-United States Income Tax Convention (the "Treaty") to
15 percent of the dividends paid, and the rate of withholding
under the Treaty is further reduced to ten percent if the holder
is a corporation that owns at least ten percent of the voting
stock of the Company at the time the dividend is paid. A
revised protocol to the Treaty which become effective November 9,
1995 reduced the ten percent withholding to seven percent in
1995, six percent in 1996 and five percent thereafter.
This summary is of a general nature and is not intended, nor
should it be construed, to be legal or tax advice to any
particular shareholder. Shareholders should consult their own
tax advisors as to the income and other tax consequences arising
in their particular circumstances.
Certain United States Income Tax Considerations
Passive Foreign Investment Company Rules. Under the
United States Internal Revenue Code of 1986, as amended (the
Code ), the Company may be classified as a passive foreign
investment company (a PFC. ). U.S. shareholders of a PFC. are
subject to certain adverse tax consequences, as discussed below.
These consequences can be mitigated, under certain circumstances,
if the U.S. shareholder makes a timely election to treat the
Company as a qualified electing fund (a QEF ). All U.S.
Shareholders are therefore urged to consult their own tax
advisors about the advisability of making a QEF election with
respect to the Company. All U.S. shareholders are also urged to
consult their own tax advisors about the possibility of crediting
Canadian taxes paid against U.S. tax payable.
Definition of a PFC. A PFC. is a corporation not formed
in the United States (a Non-U.S. Corporation) and either (I)
75% or more of its gross income is passive income or (ii) 50% or
more of the average value (or, if the corporation elects, the
adjusted basis) of its assets produce, or are held for the
production of, passive income. Passive income for these purposes
includes interest, dividends, and certain rents and royalties.
For purposes of the foregoing tests, if a non U.S. Corporation
owns at least 25% by value of the stock of another corporation,
it is treated as if it instead owned its proportionate share of
the other corporation s assets and received directly its
proportionate share of the other corporation s income.
Consequence of PFC. Classification if No QEF Election Made
If the Company is classified as a PFC., U.S. shareholders who do
not make timely QEF Elections (as discussed below) will be
subject to a number of special adverse tax rules. For example,
gain recognized on disposition of PFC. stock or the receipt of an
excess distribution from a PFC. is (i) treated as if it were
ordinary income earned ratably on each day at the highest
marginal rate in effect during the period in which it was
deemed earned and (ii) subject to an interest charge as if the
resulting tax had actually been due in such earlier year or
years. (An excess distribution is the amount of any distribution
received by the U.S. shareholder during the taxable year that
exceeds 125% of the immediately preceding three year average of
distributions received from the corporation, subject to certain
adjustments.) Proposed United States Treasury Regulations
broadly define a disposition to include any transaction or event
that constitutes an actual or deemed transfer of property for any
purpose under the Code, including (but not limited to) a sale,
exchange, gift, transfer at death, and the pledging of PFC. stock
to secure a loan. If the tax described above is not imposed on a
transfer at death, the recipient of the PFC. stock receives a
basis in the transferred stock equal to the lesser of the fair
market value or the adjusted basis of the stock in the hands of
the shareholder immediately before death. Finally, the foregoing
rules will continue to apply with respect to a U.S. shareholder
who held the stock of the Company while the Company met the
definition of a PFC. even if the Company ceases to meet the
definition of a PFC.
Consequences of PFC. Classification if QEF Election Made
Most of the foregoing adverse tax consequences can be avoided if
(i) the U.S. shareholder makes a timely election to treat the
Company as a QEF (a QEF Election ) for the first year of the
shareholder s holding period in which the Company is a PFC. (or
in a year for which the Shareholder also makes the mark to market
election described below) and (ii) the Company provides the U.S.
shareholder with an annual information statement pursuant to
Temporary Regulations issued by the Internal Revenue Service.
U.S. shareholders of a PFC. who make a QEF Election, however,
will be taxable currently on their pro rata share of the PFC.'s
ordinary earnings and net capital gain, unless they make a
further election to defer payments of tax on amounts included in
income for which no distribution has been received (subject to an
interest charge). Special adjustments are provided to prevent
inappropriate double taxation of amounts so included in a U.S.
shareholders s income upon a subsequent distribution or
disposition of the stock.
A U.S. shareholder makes a QEF Election by filing a
Shareholder Section 1295 Election Statement, a PFC. Annual
Information Statement, and Form 8621 with its tax return. In
the case of stock owned through a U.S. entity, the election must
be made at the entity level. A QEF Election must be filed by the
due date (taking into account extensions) for filing the U.S.
shareholder's income tax return for the taxable year for which
the election is made. A copy of the Election Statement must also
be filed with the Philadelphia Internal Revenue Service Center.
Once made, the election is effective for the shareholder s
taxable year for which it is made and all subsequent taxable
years, and may not be revoked without consent of the Secretary of
the Treasury. If a U.S. shareholder wishes to make a QEF
Election subsequent to the first year of his holding period for
stock of a Non-U.S. Corporation that is a PFC., the U.S.
shareholder may further elect to recognize gain (the Mark to
Market Election ) as if it had sold the QEF stock on the first
day of the taxable year in which the QEF election is made if the
U.S. shareholder holds stock in the PFC. on that day and the
shareholder can establish the fair market value of the PFC. Stock
on that day.
Taxation of Dividends on the Company s Stock Subject to the
PFC. rules described above for U.S. Federal income tax purposes,
dividends paid by the Company (including any Canadian tax
withheld thereon) will constitute ordinary dividend income to the
extent of the Company s current or accumulated earnings and
profits as determined for U.S. Federal income tax purposes, and
to the extent in excess of earning and profits, will first be
applied against and reduce the shareholder's basis in such
holder's stock, and to the extent in excess of such basis will be
treated as gain from the sale or exchange of property. Because
the Company is not a U.S. corporation, dividends that it pays
will not be eligible for the dividends received deduction
provided for in Section 243 of the Code. If a U.S. shareholder
received a dividend payment in any currency other than U.S.
dollars, the amount of the dividend payment for United States
Federal income tax purposes will be the U.S. dollar value of the
dividend payment (determined at the spot rate on the date of such
payment) regardless of whether the payment is in fact converted
into U.S. dollars. In such case, U.S. shareholders may
recognize ordinary income or loss as a result of currency
fluctuations during the period between the date of a dividend
payment and the date such dividend payment is converted into U.S.
dollars.
Subject to the limitations provided in the Code, the Canadian tax
withheld with respect to such dividends should be eligible for
the benefits of the foreign tax credit rules of the Code. A
shareholder who does not elect the benefits of the foreign tax
credit provisions of the Code will be entitled to a deduction for
the amount of the Canadian tax withheld.
ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA
The following table sets forth selected consolidated
financial data for the Company as of the dates and for the
periods indicated. The data set forth in this table should be
read in conjunction with Management's Discussion and Analysis of
Financial Condition and Results and Operations and the
Consolidated Financial Statements and the notes thereto presented
elsewhere in this report. The consolidated financial statements
have been prepared in accordance with Canadian Generally Accepted
Accounting Principles ( GAAP ). For United States GAAP
reconciliations for the years ended December 31, 1996, 1995, and
1994, see attached consolidated financial statements and notes.
Summary of Financial Condition Data at End of Period
(Amounts in thousands $US except per share data)
For the
Three
Months For the Year
For the Year Ended Ended Ended
December 31, Dec. 31, September 30,
1996 1995 1994 1993 1993 1992
Income Statement Data
Revenues -- -- -- -- -- --
Net
(Loss)
or
Income ($863) ($501) ($166) $2 ($1) $0
Net
(Loss)
or
Income
Per
Share ($0.05) ($0.04) ($0.02) $0.00 $0.00 $0.00
Balance Sheet Data
Working
Capital $ 723 $2,774 ($9) $74 $38 ($2)
Net
Mineral
Proper-
ties 5,878 4,012 1,696 461 0 0
Total
Assets 7,520 7,020 1,877 998 38 0
Current
Liabil-
ities 134 217 190 464 0 2
Share-
holders'
Equity 7,386 6,803 1,687 534 38 (2)
(1) In conjunction with the Company's acquisition of the Lisbon
Valley and Cashin properties, the Company changed its fiscal
year end to December 31.
The Company did not pay any cash dividends during the periods
indicated above.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Cautionary Statement for Purposes of the Safe Harbor Provisions
of the Private Securities Litigation Reform Act of 1995
The matters discussed in this report, when not historical
matters, are forward looking statements that involve a number of
risks and uncertainties that could cause actual results to differ
materially from projected results.
Such factors include, among other things, the speculative nature
of mineral exploration, commodity prices, production and reserve
estimates, environmental and governmental regulations,
availability of financing, force majeure events, and other risk
factors as described from time to time in the Company's filings
with the Securities and Exchange Commission.
The following discussion should be read in conjunction with the
Company's consolidated financial statements included in this
report, all monetary figures discussed are in US dollars.
Operations
Lisbon Valley Project: The Company continued to advance
Lisbon Valley permitting, receiving a Draft Environmental Impact
Statement in May, 1996 and completing the process by receiving
the Final Environmental Statement in February, 1997. All other
permits needed for construction and operating were completed by
February, 1997.
The Company has an agreement with Brown & Root, Inc. to
provide contract mining services and will supply a new mobile
equipment fleet for the project. MinCorp. and The Industrial
Company (TIC) have agreed to perform detailed engineering and
construction respectively on a lump-sum basis. Power for the
project was arranged through PacifiCorp on a long-term basis, and
a contract was signed with Kennecott Utah Copper Corporation to
provide acid for leaching for the first five years. A sales
agreement is currently being negotiated with a metal trading
company to purchase copper cathode FOB mine site.
Basic engineering began in June, 1996, but was
interrupted shortly thereafter as a result of a drop in copper
prices due to events in the international copper market.
Engineering efforts are expected to begin again in April, 1997.
Long-lead equipment purchase orders are expected to be made in
April, 1997, for delivery in the fall. Detailed engineering is
expected to be completed in three months in anticipation of a
June, 1997, construction start-up.
Plans for Developing Lisbon Valley: By mid-1996 the
Company had reached agreements on a senior debt facility with a
major international lending institution and a group of Canadian
brokerage houses to raise the capital required to put the Lisbon
Valley Copper Project into production. However, as a result of
the financial and regulatory problems experienced by Sumitomo,
the largest trader of copper in the world, the price of copper
declined precipitously. Investor confidence in the stability of
copper prices faltered and these efforts had to be postponed,
at least until the metal markets recovered from the emotional
impacts of this event.
ING Capital Corporation and Heller Financial have
signed a Letter of Commitment to provide a $45 million debt
facility for project construction. This is contingent upon Summo
raising approximately $18 million of equity. This debt facility
should be sufficient to provide all the capital required for
project construction and operation of the Company.
Assuming the completion of project financing,
construction will begin with road work, site preparation, and
installation of foundations for buildings and crushers. Crushers
are expected to be delivered in the fourth quarter of 1997 and
fully installed and operable by the first quarter 1998. Leach
pads and ponds will be installed simultaneously with the
crushers. Mining is scheduled to begin early in 1998. Process
facilities will follow and are expected to be complete in the
second quarter 1998.
Mining is projected to deliver 4.7 million tons of ore
annually to the primary crusher. Acid leaching of crushed ore on
the double-lined pad is projected to return sufficient copper in
solution for production of 40 million pounds of cathode copper
annually at a cash cost of $0.47/lb. The current reserves will
provide a minimum mine life of 7-10 years at these production
levels, depending upon copper prices.
Other Projects: The Company did exploration drilling at
the Champion Project and continued column leach tests on Cashin.
The Company also picked up the Copper Spur Project and in January
1997 took an option on the Cactus Gold Mines Property.
Results of Operations
The Company reported a net loss of $0.86 million in 1996 as
compared to a net loss of $0.50 million in 1995 and $0.17 in
1994. The change is due primarily to increasing general and
administrative costs. Lisbon Valley and Cashin were acquired by
the Company in late 1993 as part of its reorganization. During
1994, the Company focused mainly on the exploration of these two
properties. During 1995, the Company began developing its
general and administrative support staff, increasing salary
cost. This included developing its 1994 listing on the Vancouver
Stock Exchange and obtaining a listing on the Toronto Stock
Exchange by January 1996. The Company also completed a Form
10-SB filing for registration with the US Securities & Exchange
Commission in January, 1996. Compliance with the reporting
requirements for US registered companies also caused consulting
and management fees to increase in 1996. Also in 1996, the
Company started to staff up for construction of Lisbon Valley by
hiring a Chief Financial Officer, an Assistant Vice-President of
Land & Government Affairs and a Controller.
Capital Resources and Liquidity
At December 31, 1996 the Company held cash and cash equivalents
of $0.85 million compared to $3.0 million at December 31, 1995.
This decrease is due primarily to the investing activities at
Lisbon Valley of $2.25 million. The balance as of December 31,
1994 was $0.18 million. The increase to $3.0 million at December
31, 1995 was due primarily to the private placement of stock
which occurred in November 1995.
The Company invested a total of $2.65 million in 1996 as compared
to $2.34 million (including $0.28 million by issuance of shares
in exchange for property) in 1995 and $1.24 million ($0.21
million) in 1994 respectively, in the acquisition, exploration
and development of its mineral property interests. Of these
amounts, $2.25 million , $1.9 million ($0.22 million) and $1.0
million ($0.21 million) were invested in the Lisbon Valley
property for the years 1996, 1995 and 1994, respectively. The
Company has invested $0.17 million , $0.25 million and $0.23
million on the Cashin property and $0.21 million , $0.16
million, and -0- on the Champion property for these same years.
Cash provided by financing activities of $1.32 million in 1996 as
compared to $5.56 million in 1995 and as compared to $0.84
million in 1994 is due to private placement shares issued for all
three years and a public offering in 1994.
Pending availability of financing, the Company plans to start the
construction of the Lisbon Valley mine in 1997. The Company
will seek financing of approximately $45 million through a senior
debt facility conditional on a new equity issue of stock in the
Company for approximately $18 million. Management believes the
Company has sufficient cash on hand until that point. If this
capital raising is not completed, the Company may have to sell
additional shares for working capital, however no assurance can
be given that this capital can be raised in the existing equity
market.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO FINANCIAL STATEMENTS
Reports of Independent Accountants
Consolidated Balance Sheet
Consolidated Statement of Income (Loss) and Deficit
Consolidated Statement of Shareholders Equity
Consolidated Statement of Mineral Property Costs
Consolidated Statement of Cash Flows
Notes to Consolidated Financial Statements<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Directors and Shareholders of Summo Minerals Corporation:
We have audited the consolidated balance sheet of Summo Minerals
Corporation as at December 31, 1996 and 1995 and the consolidated
statements of income (loss) and deficit, shareholders equity,
mineral property costs and cash flows for the two years then
ended and cumulative from July 23, 1987 (inception) to December
31, 1996. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statements based on
our audits. We did not audit the financial statements for the
period from July 23, 1987 (inception) through December 31, 1994.
Those statements were audited by other auditors whose report has
been furnished to us and expressed an opinion without
reservation, and our opinion, insofar as it relates to the
amounts included for Summo Minerals Corporation for the period
from July 23, 1987 (inception) through December 31, 1994, is
based solely on the report of the other auditors.
We conducted our audits in accordance with generally accepted
auditing standards in Canada. Those standards require that we
plan and perform the audit to obtain a reasonable assurance
whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the 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.
In our opinion, these consolidated financial statements present
fairly, in all material respects, the consolidated financial
position of Summo Minerals Corporation as at December 31, 1996
and 1995, and the consolidated results of its operations and cash
flows for the two years then ended and its cumulative results of
operations and changes in cash flows for the period from July 23,
1987 (inception) to December 31, 1996, in conformity with
generally accepted accounting principles in Canada. As required
by the Company Act of British Columbia, we report that, in our
opinion, these principles have been applied on a basis consistent
with that of the preceding period.
The consolidated financial statements for the year ended December
31, 1994, were audited by other auditors who expressed an opinion
without reservation on those statements in their report dated
February 7, 1995, except as to note 3b which is as of August 15,
1995.
COOPERS & LYBRAND
Chartered Accountants
Vancouver B.C., Canada
March 6, 1997
COMMENTS BY THE AUDITORS FOR U.S. READERS ON CANADA-U.S.
REPORTING CONFLICT
In the United States, reporting standards for auditors require
the addition of an explanatory paragraph (following the opinion
paragraph) when the financial statements are affected by a
significant uncertainty such as that referred to in the attached
consolidated balance sheet as at December 31, 1996 and as
described in paragraph 3 of note 1 of the consolidated financial
statements. Our report to the directors and shareholders dated
March 6, 1997, is expressed in accordance with Canadian reporting
standards which do not permit a reference to such an uncertainty
in the auditors report when the uncertainty is adequately
disclosed in the financial statements.
COOPERS & LYBRAND
Chartered Accountants
<PAGE>
Vancouver B.C., Canada
March 6, 1997
AUDITORS' REPORT
To the Directors of Summo Minerals Corporation:
We have audited the consolidated statements of shareholders'
equity, income (loss) and deficit, mineral property costs and
cash flow of Summo Minerals Corporation for the year ended
December 31, 1994. These consolidated financial statements are
the responsibility of the company's management. Our
responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform an audit to obtain reasonable assurance whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the 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.
In our opinion, these consolidated financial statements
present fairly,in all material respects, the results of its
operations and the changes in its cash flow for the year ended
December 31, 1994, in accordance with generally accepted
accounting principles in Canada. As required by the Company Act
of British Columbia, we report that, in our opinion, these
principles have been applied on a basis consistent with
that of the preceding period.
Langley, B.C. STALEY, OKADA, CHANDLER & SCOTT
7 February 1995 CHARTERED ACCOUNTANTS
(except as to Note 3b -
Utah State Lease 17661
which is as of 15 August 1995)
<PAGE>
CONSOLIDATED BALANCE SHEET
Summo Minerals Corporation
(A Development Stage Company)
US Dollars
As of December 31,
ASSETS 1996 1995
Current Assets
Cash and cash equivalents $ 850,823 $ 2,982,676
Accounts receivable 813 6,115
Prepaid expenses 5,600 2,492
Total current assets 857,236 2,991,283
Mineral properties at cost 5,878,099 4,012,012
Plants, buildings and equipment
at cost, net of accumulated
depreciation of $19,709 and
$1,618, respectively 784,176 16,424
Total Assets $ 7,519,511 $ 7,019,719
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued
liabilities $ 130,309 $ 87,123
Due to related party 3,619 130,261
Total current liabilities 133,928 217,384
Commitments and Contingencies (Notes 1,3,5 and 7)
Shareholders' equity
Preferred shares, no par value,
100,000,000 authorized and none
issued
Common shares, no par value,
500,000,000 authorized,
19,623,160 and 17,575,980
issued at December 31, 1996
and 1995, respectively 9,011,388 7,565,416
Deficit-accumulated during
development stage (1,625,805) (763,081)
Total shareholders' equity 7,385,583 6,802,335
Total liabilities and
shareholders' equity $ 7,519,511 $ 7,019,719
ON BEHALF OF THE BOARD /s/ Gregory A. Hahn, Director
/s/ Mark A. Hellerstein, Director
The accompanying notes are an integral part of the consolidated
financial statements.
CONSOLIDATED STATEMENT OF INCOME (LOSS) AND DEFICIT
Summo Minerals Corporation
(A Development Stage Company)
US Dollars
Cumulative Year Ended Year Ended Year Ended
from December December December
Inception 31, 1996 31, 1995 31, 1994
to December
31, 1996
Expenses
Legal,
accounting
and audit $ 310,327 $ 173,980 $ 68,647 $
60,587
Travel and
promotion 273,591 116,808 119,274 34,446
Salaries 342,956 188,736 132,707 19,711
Foreign
exchange loss 6,840 365 1,918 10,519
Listing and
filing fees 80,534 47,155 25,385 7,777
Office and
miscellaneous 257,469 210,594 38,597 7,323
Shareholders
information 55,899 39,854 9,203 6,842
Consulting 202,679 126,960 71,085 4,634
Transfer agent 6,705 - 2,799 3,906
Management fees 73,339 - 57,200 12,831
Depreciation and
Amortization 25,323 18,091 7,232 -
Exploration
expense 66,849 21,216 45,633 -
Interest and
bank charges,
net (163,602) (81,035) (78,773) (2,792)
Loss before
the following (1,538,909) (862,724) (500,907) (165,784)
Impairment of
mineral
property cost (91,466) - - -
Gain on sale
of mineral
property 4,550 - - -
<PAGE>
Net loss
for the
period (1,625,805) (862,724) (500,907) (165,784)
Deficit-
beginning
of period - (763,081) (262,174) (96,390)
Deficit -
end of
period $(1,625,805) $(1,625,805) $(763,081) $(262,174)
Net loss
per share $(0.05) $(0.04) $(0.02)
The accompanying notes are an integral part of the consolidated
financial statements.
<PAGE>
CONSOLIDATED STATEMENT OF MINERAL PROPERTY COSTS
Summo Minerals Corporation
(A Development Stage Company)
US Dollars
Cumulative from Year Year Year
Inception to Ended Ended Ended
December 31, December December December
1996 31, 1996 31, 1995 31, 1994
DIRECT
Lisbon Valley,
Utah, USA
Land costs 1,299,779 - 906,794 341,905
Geophysical,
geological
and engi-
neering 219,815 - 92,884 76,885
Drilling 483,671 35,066 126,602 186,516
Metallurgy 334,511 42,540 154,797 108,001
Feasibility 488,612 303,030 185,582 -
Legal 68,048 - 24,751 17,740
Taxes,
licenses
and insu-
rance 14,072 - - 211
Assaying 13,064 - - -
Permitting 1,274,083 921,916 206,109 146,058
Support,
accommo-
dation
and gene-
ral costs 580,917 167,658 203,559 130,224
4,776,572 1,470,210 1,901,078 1,007,540
Cashin,
CO, USA
Land costs 410,722 118,749 129,701 123,764
Geophysical,
geological
and engi-
neering 50,247 - 18,344 26,409
Drilling 146,805 22,447 84,909 39,449
Metallurgy 24,370 18,862 5,508 -
Legal 15,574 - 757 6,241
Taxes,
licenses
and insu-
rance 609 - - 161
Permitting 20,438 6,696 5,633 8,109
Support,
accommo-
dation
and gene-
ral costs 38,731 - 5,303 23,578
707,496 166,754 250,155 227,711
Champion,
NM, USA
Land costs 183,326 104,196 79,130 -
Geophysical,
geological
and engi-
neering 22,342 3,821 18,521 -
Drilling 166,657 101,548 65,109 -
Metallurgy 5,344 5,344 - -
Permitting 69 69 - -
Support,
accommo-
dation
and gene-
ral costs 2,148 - 2,148 -
379,886 214,978 164,908 -
Copper Spur,
CO, USA
Land costs 8,436 8,436 - -
Geophysical,
geological
and engi-
neering 5,155 5,155 - -
Support,
accommo-
dation
and gene-
ral costs 554 554 - -
14,145 14,145 - -
Jonathan's
Pond property
(Newfoundland) 91,446 - - -
<PAGE>
Costs for the
period 5,969,545 1,866,087 2,316,141 1,235,251
Balance
beginning
of period - 4,012,012 1,695,871 460,620
Less: write-off
of mineral
property (91,446) - - -
Balance -
end of
period 5,878,099 5,878,099 4,012,012 1,695,871
The accompanying notes are an integral part of the consolidated
financial statements.
<PAGE>
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
Summo Minerals Corporation
(A Development Stage Company)
US Dollars
Shares
Common Fully
Issued & Paid
Issued Amount Deficit Total
Balance July 23, 1987 0 0 0 0
Issuance of shares(1)
at $.18/share 481,996 85,900 85,900
Issuance of shares(1)
at nominal/share 749,995 5,346 5,346
Net income for the year 824 824
Balance September 30,
1988 1,231,991 91,246 824 92,070
Issuance of shares(1)
at $.18/share 23,989 4,275 4,275
Net loss for the year (3,913)
(3,913)
Balance September 30,
1989 1,255,980 95,521 (3,089) 92,432
Net loss for the year (93,150)
(93,150)
Balance September 30,
1990 1,255,980 95,521 (96,239)
(718)
Net loss for the year (1,203) (1,203)
Balance September 30,
1991 1,255,980 95,521 (97,442)
(1,921)
Net loss for the year (61) (61)
Balance September 30,
1992 1,255,980 95,521 (97,503)
(1,982)
Issuance of shares(1)
at $.18/share 225,000 40,098 40,098
Net loss for the year (521) (521)
Balance September 30,
1993 1,480,980 135,619 (98,024) 37,595
Issuance of shares(1)
at $.18/share 2,725,000 485,636 0 485,636
Contributed surplus 9,859 9,859
Net income for the period 1,634 1,634
Balance December 31,
1993 4,205,980 631,114 (96,390) 534,724
Issuance of shares(1)
at $.18/share 2,400,000 427,716 427,716
Issuance of shares(2)
at $.39/share 1,500,000 588,110 588,110
Issuance of shares(3)
at $.39/share 225,000 88,216 88,216
Issuance of shares(4)
at $.18/share to acquire
Lisbon Valley 1,200,000 213,858 213,858
Net loss for the year (165,784)(165,784)
Balance December 31,
1994 9,530,980 1,949,014 (262,174)
1,686,840
Issuance of shares(1)
at $.86/share, net
of share issue costs 2,670,000 2,309,280 2,309,280
Issuance of shares(4)
at $.73/share to
acquire Champion 80,000 58,369 58,369
Issuance of shares(3)
at $.44/share 165,000 72,623 72,623
Issuance of shares(3)
at $.45/share 250,000 111,599 111,599
Issuance of shares(4)
at $.19/share to
acquire Lisbon Valley 1,200,000 223,564 223,564
Issuance of shares(1)
at $.77/share 3,680,000 2,840,967 2,840,967
Net loss for the year (500,907) (500,907)
Balance December 31,
1995 17,575,980 7,565,416 (763,081)
6,802,335
Issuance of shares(3)
at $.44/share 665,000 293,411 293,411
Issuance of shares(3)
at $.89/share 150,000 132,775 132,775
Issuance of shares(1)
at $.81/share 1,232,180 1,000,000 1,000,000
Contributed surplus 19,786 19,786
Net loss for the year (862,724) (862,724)
Balance December 31,
1996 19,623,160 9,011,388
(1,625,805)7,385,583
<PAGE>
NOTES:
(1) For Cash Private Placement
(2) For Cash Public Offering
(3) For Cash Warrants or Share Options
(4) For Mineral Property - determined in arm's length
negotiation with vendor
The accompanying notes are an integral part of the consolidated
financial statements.
<PAGE>
CONSOLIDATED STATEMENT OF CASH FLOWS
Summo Minerals Corporation
(A Development Stage Company)
US Dollars
Cumulative from Year Year Year
Inception to Ended Ended Ended
December 31, December December December
1996 31, 1996 31, 1995 31, 1994
Operating
Activities
Net Loss (1,625,805) (862,724) (500,907) (165,784)
Items Not
Affecting
Cash:
Depre-
ciation
and amor-
tization 19,709 18,091 1,618 -
Impair-
ment of
mineral
properties
at cost 91,446 - - -
(1,514,650) (844,633) (499,289) (165,784)
Change in
Current
Assets and
Liabilities
Accounts
receivable (813) 5,302 (2,164) (2,900)
Prepaid
expenses (5,600) (3,108) (2,267) (225)
Accounts
payable
and
accrued
liabi-
lities 76,036 43,186 24,911 (6,608)
Net Cash Used
in Operating
Activities (1,445,027) (799,253) (478,809) (175,517)
Investing
Activities
Mineral
property
costs (5,969,545) (1,866,087) (2,316,141)(1,235,251)
Increase
in accounts
payable 54,273 - 54,273 -
Plant,
buildings
and equip-
ment (803,885) (785,843) (18,042) -
Net Cash
Used In
Investing
Activities (6,719,157) (2,651,930) (2,279,910)(1,235,251)
Financing
Activities
Issuance of
share capi-
tal (net
of issue
costs) 9,011,388 1,445,972 5,616,402 1,317,900
Proceeds of
loan from
related
party 285,144 - - 285,144
Payments on
loan from
related
party (285,144) - - (285,144)
Due to related
party - net 3,619 (126,642) (51,968) (266,766)
Net Cash
Provided by
Financing
Activities 9,015,007 1,319,330 5,564,434 1,051,134
Net Increase
(decrease)
in Cash and
Cash Equi-
valents 850,823 (2,131,853) 2,805,715 (359,634)
Cash and
cash equiva-
lents -
beginning of
period - 2,982,676 176,961 536,595
Cash and
cash equiva-
lents -
end of
period 850,823 850,823 2,982,676 176,961
The accompanying notes are an integral part of the consolidated
financial statements.
1. INCORPORATION AND NATURE OF OPERATIONS
The Company was incorporated in British Columbia as No. 96 Sail
View Ventures Ltd. on July 23, 1987 and subsequently changed its
name to East Coast Explorations Ltd. on September 11, 1987 and
then to Summo Minerals Corporation on October 15, 1993. As
discussed in Notes 3 and 5, the Company has entered into numerous
transactions and agreements with its majority shareholder, St.
Mary Land & Exploration Company ( St. Mary ), an approximate 49%
and 51% shareholder at December 31, 1996 and 1995.
The Company is in the process of exploring its mineral properties
and, with the exception of Lisbon Valley, has not yet determined
whether the remaining properties contain reserves that are
economically recoverable. The recoverability of the amounts
shown for those remaining mineral properties and related deferred
costs is dependent upon the existence of economically recoverable
reserves, the ability of the Company to obtain necessary
financing to complete the development, and upon future profitable
production.
The accompanying consolidated financial statements have been
prepared assuming that the Company will continue to operate as a
going concern. The Company requires additional funds to continue
operations and complete the exploration and development of its
mineral properties and to meet its obligations. The Company
is in the process of raising the necessary funds to develop and
put into production its Lisbon Valley project.
These matters raise substantial doubt about the Company's ability
to continue as a going concern. The consolidated financial
statements do not include any adjustments that might result from
the outcome of this uncertainty. See note 9b.
2. SIGNIFICANT ACCOUNTING POLICIES
a) General. The consolidated financial statements are prepared
in accordance with accounting principles generally accepted in
Canada. In all material respects, they conform with accounting
principles generally accepted in the United States, except as
described in Note 8. 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 reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those
estimates.
In 1995, the Company changed its functional currency from
Canadian dollars to US dollars to reflect the changes in status
of its US mineral property base. All prior year amounts have
been restated in US dollars using the translation of convenience.
Canadian currency is reflected in these financial statements as
Cdn.
b) Basis of Consolidation. These financial statements include
the accounts of the Company and its wholly owned subsidiary,
Summo USA Corporation, which was incorporated by the Company in
the state of Colorado, USA on October 14, 1993. These financial
statements include operations of the subsidiary from its date of
incorporation.
c) Cash and Cash Equivalents. Cash equivalents include highly
liquid instruments which, on acquisition, have a term to maturity
of three months or less, and are not subject to significant risk
from changes in interest rates. Cash and cash equivalents of the
Company consist primarily of United States and Canadian variable
income commercial paper, which are capable of reasonably prompt
liquidation, and are stated at amortized cost, which approximates
market value. The Company restricts investment of temporary cash
balances to financial institutions with high credit standing. The
Company strives to minimize its credit risk through
diversification of investment and financial institutions. To
date, these concentrations of credit risk have not had a
significant effect on the Company's financial position or results
of operations.
d) Mineral Properties
i) Capitalization: The Company capitalizes costs for its
mineral properties. Mineral exploration and development costs
are capitalized on an individual prospect basis until such time
as the economics of an ore body are defined. If production
commences, these costs are amortized on the units-of-production
method based on the estimated life of the ore reserves.
Unrecoverable costs for prospects determined to be
commercially not feasible are expensed in the year in which the
determination is made. The costs of exploration programs not
anticipated to result in additions to the Company's reserves are
expensed as incurred.
ii) Carrying Values: The recoverability of amounts
capitalized for undeveloped mineral properties is subject to
review by Company geologists and/or engineers and is dependent
upon the determination of economically recoverable ore reserves,
confirmation of the Company's interest in the underlying mineral
claims, the ability to obtain the necessary financing to complete
their development, and future profitable production or proceeds
from the disposition thereof. The carried amounts represent
costs to be charged to operations in the future and do not
necessarily reflect the present or future values of the mineral
properties. A Feasibility Study was completed in August 1995 for
the Lisbon Valley property which confirmed the existence of
economically recoverable ore reserves. A determination of
economically recoverable ore reserves has not yet been completed
for the Champion, Cashin or Copper Spur properties.
e) Foreign Currency Translation. The integrated Canadian
operations of the Company are translated into US dollars using
the temporal method, which translates monetary assets and
liabilities at the year-end exchange rate and translates revenue
and expenses at average exchange rates. Nonmonetary assets and
liabilities are translated at the rates of exchange prevailing
when the assets were acquired or the liabilities were assumed.
Translation gains or losses are included in the determination of
net income for the period
f) Net Loss Per Share. Net loss per share is computed by
dividing net loss by the weighted average number of common shares
outstanding during the year. Common share equivalents are not
included as the effect would be non-dilutive.
g) Presentation. Certain prior year account balances have been
reclassified to conform to the 1996 presentation. This
reclassification had no effect on total assets, liabilities or
net loss.
3. MINERAL PROPERTY COSTS
a) Capitalized costs of the properties, all of which are in the
United States, are as follows:
December 31, 1996 December 31, 1995
Lisbon Valley, Utah $4,776,572 $3,306,362
Cashin, Colorado 707,496 540,742
Champion, New Mexico 379,886 164,908
Copper Spur, Colorado 14,145 --
$5,878,099 $4,012,012
b) Lisbon Valley, Utah. The Lisbon Valley Property consists
of land and federal leases comprising 5,940 acres. The Property
comprises 256 unpatented lode mining claims and fractions, three
State of Utah leases covering approximately 960 acres, a lease of
approximately 160 acres of private land and fee ownership of
approximately 400 acres of private land. Summarized details of
the underlying subleases, leases and agreements which have
minable reserves are as follows:
Property: Lisbon Copper Ltd.
Date: April 20, 1988
Purchase Price: $500,000 if option is exercised within
one year from first sale of commercial
production. The option increases by
$50,000/year thereafter.
Expiry: April 20, 1988 unless commercial production
commences.
Royalties & Between 5% anf 6% with minimum payments of
Rental between $1500 and $3000/month. (2) $0.15 /wet
Payments(1): ton royalty on the Sentinel deposit (3).
Property: Utah State Lease #ML20569
Date: May 28, 1963, amended August 15, 1995
Purchase Price: N/A
Expiry: Dec. 31, 2004 unless minerals are then being
produced in commercial quantities
Royalties & 4% of gross proceeds with a minimum annual
Rental payment of $7,875 to be credited against
Payments(1): royalties
Property: TINTIC
Date: Oct. 15, 1973,amended January 5, 1993
Purchase Price: N/A
Expiry: Oct. 15, 2003 with unlmited additional ten
year terms subject to minimum work
requirements
Royalties &
Rental 3% net smelter returns with a minimum
Payments (1): payments of $1,000/per year
Property: Utah State Lease #ML17661
Date: Feb. 20, 1959, amended August 15, 1995
Purchase Price: N/A
Expiry: Dec. 31, 2004 unless minerals are then being
produced in commercial quantities
Royalties & 4% of gross proceeds with a minimum annual
Rental payment of $2,625 to be credited against
Payments(1): royalties
Table Notes:
(1) All minimum royalties have been paid to date. Each
agreement covers a distinct parcel of land and the royalties are
not cumulative except where noted.
(2) Should the Company exercise the purchase price above, all
royalties from Lisbon Copper Ltd, except the wet ton royalty at
Sentinel due to Brinton and Knowles, are eliminated.
(3) $0.15/wet ton royalty is due the Brinton and Knowles estate
in addition to obligations to Lisbon Copper Ltd.
The Company has five additional underlying subleases, leases and
agreements which do not currently have minable reserves. Pending
availability of financing, the Company plans to start the final
engineering and construction of the Lisbon Valley mine in early
1997. The Company intends to seek financing of approximately $63
million through a combination of a senior debt facility and a new
equity issue of stock in the Company, or a sale of equity in the
project. See note 9b.
The Company has entered into a number of agreements necessary to
commence production subject to successful financing of the Lisbon
Valley mine. These agreements are summarized as follows:
i) Engineering, Procurement and Construction Contract - The
Company has signed a letter of intent with The Industrial Company
( TIC ) to design, engineer and construct the facilities on the
Lisbon Valley Property on a fixed lump-sum basis. The full
contract price is approximately $34 million with approximately
$500,000 paid through December 31, 1996.
ii) Contract Mining Agreement - The Company is in final
negotiations with Brown & Root, a contract mining firm (the
Contractor) to provide services including excavation, removal and
hauling services throughout the expected mine life. The
Contractor will provide all necessary personnel, equipment,
facilities and skills. Compensation to the Contractor will be
determined on a monthly progress-to-date basis.
iii) Master Electrical Service Agreement - The Company has
entered into a Master Electrical Service Agreement with
PacifiCorp, a provider of retail energy and power. Under the
terms of the Agreement, the Company has no financial obligation
to PacifiCorp until the Company gives PacifiCorp notice of
completion of permitting and financing of the Lisbon Valley
Project. The Company paid PacifiCorp $35,000 upon execution of
this Agreement.
iv) Byproduct Purchase Contract - The Company has entered
into a contract with Kennecott Utah Copper Corporation to
purchase the sulfuric acid necessary for heap leach operations.
Under the terms of the Contract, the Company has no financial
obligation to Kennecott Utah Copper Corporation until delivery
commences.
If the Company is unable to complete the financing within a
reasonable period of time, some of these contracts could require
renegotiation resulting in possible increased costs over the life
of the project.
c) Champion Property. The Champion Property consists of five
patented lode mining claims (approximately 100 acres), four
patented millsite claims (approximately 20 acres) and 223
unpatented lode mining claims (approximately 4,200 acres). The
Company holds options to acquire a 100% ownership interest in the
patented claims and seven unpatented claims, and acquired a 100%
ownership interest in another 216 unpatented claims
(approximately 4,060 acres) by staking in September 1994 and
February 1996. The Company is in the exploration stage with
respect to the Champion Property and the property is without a
known body of reserves.
The Company entered into an agreement dated November 15, 1994
with St. Mary to acquire St. Mary's interest in this property for
80,000 shares of common stock at $0.73 per share which represents
market value at date of issuance, a 1.5% net smelter return and
future payments totalling $960,000 to be made as follows:
Annual
Amount
August 1, 1997-1999 $20,000/yr.
August 1, 2000-2004 $30,000/yr.
August 1, 2005-2014 $40,000/yr.
August 1, 2015 $350,000/yr.
$960,000
Summo may drop the property and thereby discontinue payments at
any time.
The Company must also pay a finder's fee of $100,000 to a
non-related Company, payable as follows:
i) $5,000 at the time of land acquisition.
ii) 5% of total direct exploration expenditures annually
on the prospect up to a maximum of $95,000, of
which $4,085 has been paid through December 31, 1996.
Pursuant to a surface agreement dated June 10, 1996, Summo
has the right to utilize 520 acres of private surface for mining
facilities which overlies approximately 27 of its unpatented
mining claims in exchange for future payments as follows:
Annual
Amount
30 December 1997 $ 5,600
December 30, 1998-1999 7,200/yr.
30 December 2000 8,400
30 December 2001 337,000
December 30, 2002-2003 12,000/yr.
December 30, 2004-2005 13,600/yr.
30 December 2006 22,000
December 30, 2007-2011 26,800/yr.
December 30, 2012-2016 32,000/yr.
Thereafter 44,445/yr.
$777,045
d) Cashin Property, Colorado. The Cashin Property consists of
14 patented and 122 unpatented mining claims and three millsites
(approximately 2,542 acres). Assessment rental fees of $100 per
unpatented claim are required to be paid annually on or before
August 31 of each year. The Company is in the exploration stage
with respect to the Cashin Property and the property is without a
known body of reserves.
By agreements with St. Mary on November 2, 1993, the
Company was granted the option to acquire a 100% interest in
certain patented and unpatented mineral claims. In order to earn
the interest, the Company will complete the terms of two prior
acquisition agreements whereby St. Mary acquired the right to
earn a 100% interest in the properties. These acquisition
agreements call for future payments to be made as follows:
Annual
Amount
1 September 1997 $100,000
1 September 1998 $100,000
1 September 1999 $100,000
1 September 2000 $120,000
1 September 2001 $200,000
$620,000
e) Copper Spur Property, Colorado. The Copper Spur
Property consists of 30 unpatented lode mining claims
(approximately 600 acres). Assessment rental fees of $100 per
unpatented claim are required to be paid annually on or before
August 31 of each year. The Company is in the exploration stage
with respect to the Cashin Property and the property is without a
known body of reserves.
4. SHARE CAPITAL
a) Escrow. At December 31, 1996 the Toronto Stock
Exchange (TSE) held in escrow 8,519,987 shares. One-third of
these shares are to be released at the end of each anniversary
date after January 18, 1996. These escrow agreements were part
of the listing requirements for the exchange.
b) Issued Shares. A total of 954,000 shares of the
8,045,000 shares issued during 1995 were to three companies of
which two directors and one director's relative have controlling
interests and 5,725,000 were to St. Mary. In 1996, the Company
issued 616,090 shares to St. Mary.
c) Stock Option Plan. The Company maintains an
Incentive Stock Option Plan (the "Plan") which was approved by
the shareholders on May 26, 1996. The Plan is a successor plan
to the Incentive Stock Option Plan authorized under the laws of
British Columbia and is administered in accordance with the
policies of the TSE. Under the terms of the Plan, the maximum
aggregate number of shares of common stock of the Company under
option at any specific time to any one optionee will not exceed
five percent of the issued and outstanding common stock of the
Company. Options may be exercised no later than 10 years after
the date on which the option was granted. A total of 2,000,000
shares of the Company's common stock were reserved for issuance
under the Plan and the Predecessor Plan at December 31, 1996.
The Plan requires the use of fair market value at the date of
grant as the basis for determining the exercise price for all
options issued to date.
Data for outstanding options under the Plan is summarized
as follows:
Avg. Option
Number of Shares Price $Cdn
Outstanding
January 1, 1994* 0 $0.00
Granted 830,000 .60
Outstanding
December 31, 1994 830,000
Granted 390,000 1.20
Exercised (165,000) .60
Outstanding
December 31, 1995 1,055,000
Granted 510,000 1.20
360,000 1.10
7,500 1.75
150,000 1.51
150,000 1.40
50,000 2.10
20,000 1.90
20,000 1.50
5,000 1.40
Exercised (665,000) .60
(150,000) 1.20
Outstanding
December 31, 1996 1,512,500
* None issued prior to 1994
d) Warrants. In conjunction with the 1994 initial public
offering of the Company's common stock, the Company issued
warrants to purchase 250,000 shares of the Company's common stock
at $0.60 Cdn per share to the underwriter of the offering. The
warrants were exercised in 1995.
As a result of a private placement during February 1995, warrants
to purchase 2,670,000 shares of common stock were issued. For
each share of the Company's common stock purchased in the private
placement, the purchaser received one warrant to purchase one
share of the Company's common stock, at an exercise price of
$1.38 Cdn, exercisable until January 31, 1997. No warrants had
been exercised through December 31,1996. Subsequent to December
31,1996, 100,000 warrants were exercised at $1.38 Cdn and the
remaining warrants expired on January 31, 1997.
As a result of a private placement during November 1995, warrants
to purchase 3,680,000 shares of common stock were issued. For
each share of the Company's common stock purchased in the private
placement, the purchaser received one warrant to purchase one
share of the Company's common stock, at an exercise price
of $1.21 Cdn, exercisable until October 17, 1997. No warrants
had been exercised through December 31, 1996. Subsequent to
December 31, 1996, 280,000 warrants were exercised at $1.21 Cdn.
As a result of a private placement during October 1996, warrants
to purchase 1,232,180 shares of common stock were issued. For
each share of the Company's common stock purchased in the private
placement, the purchaser received one warrant to purchase one
share of the Company's common stock, at an exercise price of
$1.10 Cdn per share. No warrants have been exercised through
December 31, 1996. The Company used market value at the date of
issuance as the basis for determining the exercise price for all
warrants issued during 1996.
5. RELATED PARTY TRANSACTIONS
By agreement dated April 1, 1994, effective July 29, 1993 and
terminated June 30, 1995, St. Mary was engaged to provide all
management and staff services required for the property
management activities of Summo USA Corporation. For providing
such management and services, St. Mary received reimbursement
of all out-of-pocket costs, a 5% fee on all charges by other
contractors on contracts in excess of $20,000 and a 7.5% fee on
such charges less than or equal to $20,000. By verbal agreement
effective for the period from July 1, 1995 to December 31, 1995,
the Company agreed to pay St. Mary a fee equal to 35% of the base
salary of the Denver, Colorado employees of the Company.
Effective January 1, 1996, the Company and St. Mary mutually
agreed to replace this management agreement with a verbal
arrangement wherein St. Mary provides the services outlined in
the previous St. Mary Agreement on an as needed basis and is
reimburse by the Company for out-of-pocket costs and a pro rata
allocation of the salaries and benefits paid to St. Mary
employees who perform services on behalf of the Company.
The Company incurred management fee expenses relating to these
agreements of $87,636 in 1995, and $63,886 in 1994. The
corporate office was moved to Denver in July 1995. As part of
this move, the management agreement was modified (see discussion
above) to cover only corporate overhead support.
At the end of 1995, the Company was indebted to St. Mary Land for
Company compensation expenses and management fees incurred
relating to the agreement which terminated on December 31, 1995
in the amount of $130,261 which was paid in 1996.
6. INCOME TAXES
The Company has certain income tax losses available for deduction
against future income:
Year NOL Expires Amount
1997 1,000
1998 --
1999 1,000
2000 --
2001 and later $2,271,000
Total $2,273,000
The Company has incurred certain resource related expenditures of
approximately $4,000,000 which may be carried forward and used to
reduce prescribed taxable income in future years. The potential
future tax benefits of these expenditures and income tax losses
have not been recognized in the accounts of the Company.
7. COMMITMENTS
The Company has entered into executive employment agreements with
three of its officers, which allow for the named employee to
receive an amount equal to one year's annual compensation or
salary if the officer is terminated without cause. The Company
has also entered into similar agreements with two of its
employees which allow for the named employees to receive an
amount equal to one-half year's annual compensation or salary if
the employee is terminated without cause. The total potential
commitment resulting from these agreements equals $470,000 in the
aggregate at December 31, 1996.
8. DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY
ACCEPTED ACCOUNTING PRINCIPLES
The financial statements have been prepared in accordance with
accounting principles generally accepted in Canada which differ
in certain respects from those principles that the Company would
have followed had its financial statements been prepared in
accordance with accounting principles generally accepted in the
United States. Differences which affect these financial
statements are:
a) Contingent Shares. Under U.S. general accepted accounting
principles, the contingently cancellable escrow shares would not
be reflected as issued and outstanding and would be excluded from
loss per share calculations.
Financial Statement Presentation
December 31, December 31,
1995 1994
Weighted average number
of shares
- Canadian basis 12,733,717 6,473,480
- U.S. basis 12,358,719 5,723,485
Income (loss)
per share
- U.S. basis $ (0.04) $ (0.02)
b) Tax Disclosure. Statement of Financial Accounting
Standards ( SFAS ) No. 109 requires deferred income taxes to be
computed under the asset and liability method and to be adjusted
to and maintained thereafter at statutory rates in effect when
the taxes are expected to be paid. SFAS No. 109 has no effect on
these US GAAP financial statements as the Company has concluded
that a full valuation allowance must be applied to the deferred
tax asset resulting primarily from the Company's net operating
loss carryforwards. The net change in the valuation allowance
for the year ended December 31, 1996 is $329,785. Significant
components of the Company's deferred tax liabilities and assets
for US GAAP under SFAS 109 compared to Canadian GAAP would have
been:
December 31, 1996 31 December 1995
US$ US$
Deferred Tax Liabilities:
Mineral property
deductions over
book depreciation and
depletion $ 316,381 $ 490,172
Other deferred tax
liabilities 7,191 7,191
Total deferred tax
liabilities 323,572 497,363
Deferred Tax Assets:
Net operating loss
carryforwards (939,294) (783,300)
Less valuation allowance 615,722 285,937
Total deferred tax assets (323,572) (497,363)
Net Deferred Tax
Liabilities $ -- $ --
c) For Canadian GAAP financial statements the consolidated
statement of cash flows presents non-cash items. US GAAP allows
only supplemental disclosure of non-cash items. For US GAAP
purposes, the investing and financing portion of the consolidated
cash flow statement would present mineral property costs and the
shares issued for property.
Cumu-
lative
From
Incep- Year Year Year
tion to Ended Ended Ended
Dec. 31 Dec. 31 Dec. 31 Dec. 31
1996 1996 1995 1994
Supplemental
Schedule
of Non-cash
Transactions
Shares issued
for property $495,792 - $281,934 $213,858
Supplemental
Schedule
of Cash
Paid For:
Interest $ 4,095 - - $ 4,027
Income Taxes - - - -
d) In October 1995, the FASB issued SFAS No. 123 Accounting for
Stock-Based Compensation. This standard establishes a fair
value method for accounting for stock-based compensation plans
either through recognition or disclosure. The Company adopted
this standard in 1996 through compliance with the disclosure
requirements set forth in SFAS No. 123. The adoption of this
standard did not have a material impact on the financial position
or results of operations of the Company. However, the standard
requires that the following disclosures be made to comply with US
generally accepted accounting principles:
The Company has elected to account for grants of stock options
under APB No. 25. No compensation cost has been recognized in
the consolidated statements of income (loss) and deficit through
December 31, 1996. If compensation expense for grants of stock
options had been determined consistent with Statement on
Financial Accounting Standards No. 123 Accounting for
Stock-Based Compensation , the Company's net loss and loss per
share would have been increased to the following pro-forma
amounts:
1996 1995
Net Loss As reported 862,724 500,907
Pro forma 1,176,787 593,508
Loss per As reported ($.05) ($.04)
share Pro forma ($.06) ($.05)
Due to the requirements of Statement No. 123, the calculated
compensation expense in 1996 and 1995 as adjusted in the pro
forma statements above, may not be representative of compensation
expense to be calculated in future years. The pro forma
adjustment is calculated using an estimate of the fair value of
each option and warrant on the date of grant. The Company used
the following assumptions within the Black- Scholes pricing model
to estimate the fair value of stock option grants in 1996 and
1995:
Weighted average remaining life 4.08 years
Risk-free interest rate 5.94% to 6.08%
Expected dividend yield 0%
Expected lives 5 years
Expected volatility 21% to 54%
9. SUBSEQUENT EVENTS
a.) Option to Purchase Cactus Gold Mines Property - The
Company has acquired options to purchase the interests of two
mining companies in the Cactus Gold Mines property located in the
western Mojave Desert, about 60 miles north of Los Angeles and 9
miles west of the town of Mojave, in Kern County, California.
The Company has until July 1997 to review the property during the
option period prior to making a decision whether or not to
purchase the property rights. If the Company decides to exercise
its purchase option, total costs are estimated at approximately
$1 million. Through February 28, 1997, the Company has made
payments of $41,667 to the two mining companies involved.
b.) Firm Commitment on Debt Facility - The Company has received a
Firm Commitment by two financial institutions to provide
financing of up to $45 million through a senior debt facility
conditional on a new equity issue of stock in the Company for
approximately $18 million. Under the terms of this facility, the
underwriters will be compensated in part through a 13.5% cash
flow participation after debt service on the first 382 million
pounds of copper sold from the project. This cash flow
participation is after operating cost, on-going capital, interest
payments and debt service.
ITEM 9. CHANGE IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
Effective January 25, 1996, the Company engaged Coopers &
Lybrand, L.L.P. as the Company's new auditors for the period
ending December 31, 1995 and on a going forward basis. At
approximately the same time, the Company informed its previous
auditors, Staley, Okada, Chandler & Scott, Chartered Accountants,
that they would not be retained as the Company's auditors for
fiscal 1995 and future periods. The change in auditors was not
brought about as the result of any disagreement with the
Company's former auditors, or as a result of any adverse opinion
or disclaimer of opinion as there were none. There also has not
been any disagreement with the former auditors relative to any
uncertainty, audit scope or accounting principles. The sole
reason for the change was the apparent preference of potential
investors in the Company that the Company retain an auditing firm
with a substantial United States and international reputation.
The change was recommended and approved by the Board of Directors
as a whole.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this Item is incorporated by
reference from the Company's Proxy Statement.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item is incorporated by
reference from the Company's Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The information required by this Item is incorporated by
reference from the Company's Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this Item is incorporated by
reference from the Company's Proxy Statement.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K
(a)(1) and (a)(2) Financial Statements and Financial Statement
Schedules
Pg. 35 Report of Independent Accountants of Coopers &
Lybrand chartered accountants for the period
ending December 31, 1996.
Pg. 36 Auditor's Report of Staley, Okada, Chandler & Scott
concerning the period ending December 31, 1994.
Pg. 37 Consolidated Balance Sheets as of December 31, 1996
and December 31, 1995.
Pg. 38 Consolidated Statement of Income (Loss) and Deficit
for the periods ended December 31, 1996; December 31,
1995; December 31, 1994; and cumulative from July 23,
1987 to December 31, 1996.
Pg. 39 Consolidated Statement of Shareholder's Equity for
the periods ended December 31, 1996;
December 31, 1995; December 31, 1994; December 31,
1993; September 30, 1993; September 30, 1992; September
30, 1991; September 30, 1990; September 30, 1989; and
September 30, 1988.
Pg. 40 Consolidated Statement of Mineral Property Costs
for the periods ended December 31, 1996; December 31,
1995; December 31, 1994; and cumulative from July 23,
1987 to December 31, 1996.
Pg. 41 Consolidated Statement of Cash Flow for the periods
ended December 31, 1996; December 31, 1995; December
31, 1994; and cumulative from July 23, 1987 to December
31, 1996.
Pgs. 42-52 Notes to Consolidated Financial Statements
including Significant Accounting Policies.
All other schedules are omitted because the required information
is not applicable or is not present in amounts sufficient to
require submission of the schedule or because the information
required is included in the Consolidated Financial Statements and
Notes thereto.
(b) Reports on Form 8-K.
The Company filed a report on Form 8-K on November 22, 1996
reporting the completion of a private placement of 1,232,180
units consisting of one share of common stock and one common
stock purchase warrant. The net proceeds to the Company were
approximately $995,000.
(c) Exhibits
The following exhibits are to be filed with this Report by
amendment:
Exhibit
Number
(3) Charter and By-laws
3.1 Memorandum of No. 96 Sail View Ventures Ltd. dated July
20, 1987, filed July 23, 1987.
3.2 Certificate of Incorporation for No. 96 Sail View
Ventures Ltd. dated July 23, 1987.
3.3 Articles of No. 96 Sail View Ventures Ltd. dated
July 20, 1987.
3.4 Special Resolution dated September 9, 1987, filed
September 11, 1987.
3.5 Certificate dated September 11, 1987.
3.6 Special Resolution dated September 29, 1993, filed
October 15, 1993.
3.7 Certificate of Change of Name dated October 15, 1993.
3.8 Special Resolution dated April 24, 1995, filed
May 26, 1995.
(10) Material Contracts
10.1 Termination of Existing Minerals Lease, Bill of Sale,
and New Minerals Lease dated April 20, 1988,
among Lisbon Copper Ltd. ("Lisbon Copper"), Kelmine
Corporation and MLP, as amended July 24, 1993.
10.2 Option Agreement dated April 20, 1988 between Lisbon
Copper and MLP.
10.3 Utah State Lease for Metalliferous Minerals No. 20569
dated May 28, 1963, as assigned to Summo USA by
assignment dated May 23, 1995, as amended by Amendment
dated August 15, 1995.
10.4 Utah State Lease for Metalliferous Minerals No. 17661
dated February 20, 1959 ("ML17661"), as assigned to
Summo USA by assignment dated June 7, 1995, as amended
by Amendment dated August 15, 1995.
10.5 Mineral Lease dated October 26, 1992 between Steve and
Mary Lou Kosanke and MLP.
10.6 Mineral Lease dated August 3, 1992 between J.F. and
Joyce L. Costanza and MLP.
10.7 Special Use Lease Agreement No. 707 dated
December 15, 1986.
10.8 Mining Lease dated October 15, 1973 between Tintic
Uranium Company and Centennial Development Company, as
ratified and amended by Ratification and Amendment
dated January 5, 1993 between Tintic and MLP.
10.9 Utah State Lease for Metalliferous Minerals No. 46431
dated February 22, 1994.
10.10 Purchase Option Agreement dated May 1, 1995 between
Lisbon Land & Livestock Co. and Summo USA and related
Escrow Agreement of even date therewith.
10.11 Exploration and Purchase Option Agreement dated
September 1, 1993 between Moretz, et al. and St.
Mary, as amended April 18, 1996.
10.12 Option Agreement dated September 27, 1993 between Wanda
H. Ahlstrom and Max J. Peacock as optionors and St.
Mary as optionee, as amended April 17, 1996.
10.13 Exploration and Purchase Option Agreement dated August
1, 1994 between Hill, et al. and St. Mary.
10.14 Exploration and Purchase Option Agreement dated August
1, 1994 between Cook, et al. and St. Mary.
10.15 Acquisition Agreement dated November 16, 1994 among
Summo, Summo USA and St. Mary and Assignment and
Quitclaim Deed of even date therewith whereby St. Mary
assigns its interest under the foregoing two agreements
to Summo USA.
10.16 Letter Agreement dated May 20, 1994 between Applied
Geologic Studies, Inc. and St. Mary setting forth the
finder's fee agreement for the Champion Property.
10.17 Stock Option Agreement dated February 23, 1995 granting
an option to John Ivany for 250,000 shares at an
exercise price of $1.20 Cdn. per share.
10.18 Stock Option Agreements dated April 24, 1995 granting
options to the following individuals at an exercise
price of $1.20 Cdn. per share.
a. J. Douglas Little for 40,000 shares.
b. Robert A. Prescott for 100,000 shares.
10.19 Employment Letter Agreement dated April 5, 1995 from
the Company to Robert Prescott.
10.20 Employment Agreement dated December 31, 1995 between
the Company and Gregory A. Hahn.
10.21 Employee Incentive Stock Option Plan of the Company.
10.22 Escrow Agreement dated January 18, 1996 providing for
the escrow and staged release of 8,519,987 shares of
Common Stock.
10.23 Form of Stock Option Agreement dated February 1, 1996
granting options to the following individuals at an
exercise price of $1.20 Cdn. per share.
a. Gregory A. Hahn for 100,000 shares
b. James D. Frank for 100,000 shares
c. Mark A. Hellerstein for 150,000 shares
d. J. Douglas Little for 110,000 shares
e. Frank E. Shanley for 50,000 shares
10.24 Employment Letter Agreement dated January 29, 1996
between the Company and James D. Frank.
10.25 Master Electric Service Agreement dated October 31,
1996, between Pacificorp and Summo USA Corporation.
10.26 By-Product Sales Agreement dated December 31, 1996,
between Kennecott Utah Copper Corporation and Summo USA
Corporation.
10.27 Purchase Agreement dated February 29, 1996, between
Michael L. Wilcox and Summo USA Corporation.
10.28 Surface Lease Agreement dated June 10, 1996 between
Nelson Pacheco et al. and Summo USA Corporation.
10.29 Form of Stock Option Agreements dated March 26, 1996
granting options to the following individuals
at an exercise price of $1.10 Cdn. per share.
a. Gregory A. Hahn for 120,000 shares
b. James D. Frank for 120,000 shares
c. Robert A. Precott for 120,000 shares
10.30 Stock Option Agreement dated April 30, 1996 granting
67,500 options to Matthew J. Mason at an exercise price
of $1.51 Cdn. per share.
10.31 Stock Option Agreement dated April 30, 1996 granting
82,500 options to Matthew J. Mason at an exercise price
of $1.51 Cdn. per share.
10.32 Stock Option Agreement dated April 30, 1996 granting
50,000 options to Gregory A. Hahn at an exercise price
of $2.10 Cdn. per share.
10.33 Stock Option Agreement dated December 24, 1996
granting 150,000 options to John Robins at an exercise
price of $1.41 Cdn. per share.
10.34* Loan Commitment Agreements between the Company and ING
(U.S.) Capital Corporation and Heller Financial, Inc.
dated March 4, 1997 and March 5, 1997, respectively.
21.1 Subsidiaries of the Registrant
* Confidential treatment requested for portions of this exhibit.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized, effective March 25, 1997.
SUMMO MINERALS CORPORATION
By: /s/ Gregory A. Hahn By: /s/ James D. Frank
Gregory A. Hahn James D. Frank
President and Chief Vice President - Finance and CFO
Executive Officer
Pursuant to the requirements of the Securities Exchange Act of
1934 this report has been signed below by the following persons
in counterpart which taken together shall constitute execution on
behalf of the registrant on the dates indicated.
Date: March 25, 1997 By: /s/ Mark A. Hellerstein
Mark A. Hellerstein,
Chairman of the Board
Date: March 25, 1997 By: /s/ Gregory A. Hahn
Gregory A. Hahn, Director
Date: March 25, 1997 By: /s/ John E. Robins
John E. Robins, Director
Date: March 25, 1997 By: /s/ Robert Mason
Robert Mason, Director
Date: March 25, 1997 By: /s/ John W. Ivany
John W. Ivany, Director
Date: March 25, 1997 By: /s/ J. Douglas Little
J. Douglas Little,
Director
Date: March 25, 1997 By: /s/ Frank E. Shanley
Frank E. Shanley,Director
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