SILVER BULL RESOURCES, INC.
10-Ks and 10-Qs
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED
October 31, 2017
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£
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD OF _________ TO _________.
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Commission File Number:
001-33125
SILVER BULL RESOURCES, INC.
(Exact name of registrant as specified in its charter)
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Nevada
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91-1766677
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State or other jurisdiction of incorporation or organization
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(I.R.S. Employer Identification No.)
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777 Dunsmuir Street, Suite 1610
Vancouver, B.C. V7Y 1K4
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code:
(604) 687-5800
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Name of each exchange on which registered
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Common Stock, $0.01 Par Value
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None (OTCQB)
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Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act
Yes
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No
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Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.
Yes
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No
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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.
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No
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Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes
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No
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) 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.
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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Emerging growth company
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
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No
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As of January 16, 2018, there were 199,459,967 shares outstanding of the registrant's $0.01 par value common stock, the registrant's only outstanding class of voting securities. As of April 28, 2017, the aggregate market value of the registrant's voting common stock held by non-affiliates of the registrant was approximately $13.7 million based upon the closing sale price of the common stock as reported by the OTCQB. For the purpose of this calculation, the registrant has assumed that its affiliates as of April 28, 2017 included all directors and officers.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's definitive proxy statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A in connection with the 2018 annual meeting of shareholders are incorporated by reference in Part III of this Annual Report on Form 10-K.
SILVER BULL RESOURCES, INC.
ANNUAL REPORT ON FORM 10-K
TABLE OF CONTENTS
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PART II
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Items 1 and 2.
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BUSINESS AND PROPERTIES
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6
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Item 1A.
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RISK FACTORS
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13
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Item 1B.
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UNRESOLVED STAFF COMMENTS
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19
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Item 3.
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LEGAL PROCEEDINGS
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19
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Item 4
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MINE SAFETY DISCLOSURE
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19
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PART II
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Item 5.
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MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
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20
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Item 6.
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SELECTED FINANCIAL DATA
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21
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Item 7.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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22
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Item 7A.
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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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28
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Item 8.
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FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
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29
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Item 9.
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CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
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29
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Item 9A.
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CONTROLS AND PROCEDURES
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29
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PART III
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Item 10.
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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
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30
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Item 11
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EXECUTIVE COMPENSATION
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30
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Item 12.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
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Item 13.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
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Item 14.
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PRINCIPAL ACCOUNTING FEES AND SERVICES
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PART IV
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Item 10.
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EXHIBITS, FINANCIAL STATEMENT SCHEDULES
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31
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SIGNATURES
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When we use the terms "Silver Bull," "we," "us," or "our," we are referring to Silver Bull Resources, Inc. and its subsidiaries, unless the context otherwise requires. We have included technical terms important to an understanding of our business under "Glossary of Common Terms" at the end of this section. Throughout this document we make statements that are classified as "forward-looking." Please refer to the "Cautionary Statement Regarding Forward-Looking Statements" section of this document for an explanation of these types of assertions.
Cautionary Statement Regarding Forward-Looking Statements
This Annual Report on Form 10-K includes certain statements that may be deemed to be "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the United States Private Securities Litigation Reform Act of 1995, and "forward-looking information" within the meaning of applicable Canadian securities legislation. We use words such as "anticipate," "continue," "likely," "estimate," "expect," "may," "will," "projection," "should," "believe," "potential," "could," or similar words suggesting future outcomes (including negative and grammatical variations) to identify forward-looking statements.
These statements include statements regarding the following, among other things:
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The sufficiency of our existing cash resources and working capital to enable us to continue our operations for the next 12 months as a going concern;
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Our ability to undertake a strategic transaction, such as a joint venture with respect to the Sierra Mojada property, asset divestiture, sale or merger of Silver Bull or other strategic transaction;
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Our planned activities at the Sierra Mojada project in 2018, including maintaining our property concessions and drilling activities;
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Prospects of entering the development or production stage with respect to any of our projects;
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Whether any part of the Sierra Mojada project will ever be confirmed or converted into SEC Industry Guide 7 – compliant "reserves";
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Our planned drill program targeting sulphide mineralization targets, including target areas identified by channel sampling;
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The impact of the fine bubble flotation test work on the recovery of minerals and initial rough concentrate grade;
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The possible advantages of zinc mineralization at the Sierra Mojada Property;
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The impact of recent accounting pronouncements on our financial position, results of operations or cash flows and disclosures;
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The impact of changes to current state or federal laws and regulations on estimated capital expenditures, the economics of a particular project and/or our activities;
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Our ability to raise additional capital and/or pursue additional strategic options, and the potential impact on our business, financial condition and results of operations of doing so or not;
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The impact of changing foreign currency exchange rates on our financial condition;
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Our expectations regarding future recovery of value-added taxes ("VAT") paid in Mexico; and
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The merits of any claims in connection with, and the expected timing of any, ongoing legal proceedings.
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These statements are based on certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions, expected future developments and other factors we believe are appropriate in the circumstances. Such statements are subject to a number of assumptions, risks and uncertainties and our actual results could differ from those expressed or implied in these forward-looking statements as a result of the factors described under "Risk Factors" in this Annual Report on Form 10-K, including:
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Our ability to obtain additional financial resources on acceptable terms to (i) conduct our exploration activities and (ii) maintain our general and administrative expenditures at acceptable levels;
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Results of future exploration at our Sierra Mojada Project;
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Worldwide economic and political events affecting (i) the market prices for silver, zinc, lead, copper and other minerals that may be found on our exploration properties (ii) interest rates and (iii) currency exchange rates;
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The amount and nature of future capital and exploration expenditures;
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Volatility in our stock price;
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Our inability to obtain required permits;
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Competitive factors, including exploration-related competition;
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Timing of receipt and maintenance of government approvals;
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Unanticipated title issues;
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Changes in tax laws;
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Changes in regulatory frameworks or regulations affecting our activities;
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Our ability to retain key management and consultants and experts necessary to successfully operate and grow our business; and
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Political and economic instability in Mexico and other countries in which we conduct our business, and future potential actions of the governments in such countries with respect to nationalization of natural resources or other changes in mining or taxation policies.
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These factors are not intended to represent a complete list of the general or specific factors that could affect us.
All forward-looking statements speak only as of the date made. All subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements. Except as required by law, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which it is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. You should not place undue reliance on these forward-looking statements.
Cautionary Note Regarding Exploration Stage Companies
We are an exploration stage company and do not currently have any known reserves and cannot be expected to have known reserves unless and until a feasibility study is completed for the Sierra Mojada concessions that shows proven and probable reserves. There can be no assurance that our concessions contain proven and probable reserves and investors may lose their entire investment. See "Risk Factors."
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Glossary of Common Terms
The following terms are used throughout this Annual Report on Form 10-K.
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Concession
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A grant of a tract of land made by a government or other controlling authority in return for stipulated services or a promise that the land will be used for a specific purpose.
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Exploration Stage
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A prospect that is not yet in either the development or production stage.
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Feasibility Study
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An engineering study designed to define the technical, economic, and legal viability of a mining project with a high degree of reliability.
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Formation
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A distinct layer of sedimentary rock of similar composition.
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Mineralized Material
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Mineral bearing material such as zinc, silver, gold, lead or copper that has been physically delineated by one or more of a number of methods, including drilling, underground work, surface trenching and other types of sampling. This material has been found to contain a sufficient amount of mineralization of an average grade of metal or metals to have economic potential that warrants further exploration evaluation. While this material is not currently or may never be classified as reserves, it is reported as mineralized material only if the potential exists for reclassification into the reserves category. This material cannot be classified in the reserves category until final technical, economic and legal factors have been determined. Under the U.S. Securities and Exchange Commission's standards, a mineral deposit does not qualify as a reserve unless the recoveries from the deposit are expected to be sufficient to recover total cash and non-cash costs for the mine and related facilities and make a profit.
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Mining
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The process of extraction and beneficiation of mineral reserves to produce a marketable metal or mineral product. Exploration continues during the mining process and, in many cases, mineral reserves are expanded during the life of the mine operations as the exploration potential of the deposit is realized.
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Ore, Ore Reserve, or Mineable Ore Body
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The part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination.
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Reserves
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Estimated remaining quantities of mineral deposit and related substances anticipated to be recoverable from known accumulations, from a given date forward, based on:
(a) analysis of drilling, geological, geophysical and engineering data;
(b) the use of established technology;
(c) specified economic conditions, which are generally accepted as being reasonable, and which are disclosed; and
(d) whether they are permitted and financed for development.
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Resources
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Those quantities of mineral deposit estimated to exist originally in naturally occurring accumulations.
Resources are, therefore, those quantities estimated on a particular date to be remaining in known accumulations plus those quantities already produced from known accumulations plus those quantities in accumulations yet to be discovered. Resources are divided into:
(a) discovered resources, which are limited to known accumulations; and
(b) undiscovered resources.
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Tonne
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A metric ton which is equivalent to 2,204.6 pounds.
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5
PART I
Items 1 and 2.
BUSINESS AND PROPERTIES
Overview and Corporate Structure
Silver Bull Resources, Inc. was incorporated in the State of Nevada on November 8, 1993 as the Cadgie Company for the purpose of acquiring and developing mineral properties. The Cadgie Company was a spin-off from its predecessor, Precious Metal Mines, Inc. On June 28, 1996, our name was changed to Metalline Mining Company ("Metalline"). On April 21, 2011, we changed our name to Silver Bull Resources, Inc. We have not realized any revenues from our planned operations, and we are considered an exploration stage company. We have not established any reserves with respect to our exploration projects and may never enter into the development stage with respect to any of our projects.
We engage in the business of mineral exploration. We currently own a number of property concessions in Mexico within a mining district known as the Sierra Mojada District, located in the west–central part of the state of Coahuila, Mexico. We conduct our operations in Mexico through our wholly-owned subsidiary corporations, Minera Metalin S.A. de C.V. ("Minera Metalin") and Contratistas de Sierra Mojada S.A. de C.V. ("Contratistas"), and through Minera Metalin's wholly-owned subsidiary Minas de Coahuila SBR S.A. de C.V ("Minas").
In April 2010, Metalline Mining Delaware, Inc., our wholly-owned subsidiary, was merged with and into Dome Ventures Corporation ("Dome"). As a result, Dome became a wholly-owned subsidiary of Silver Bull. Dome has a wholly-owned subsidiary, Dome Asia Inc. ("Dome Asia"), which is incorporated in the British Virgin Islands. Dome Asia has a wholly-owned subsidiary incorporated in Gabon, African Resources SARL Gabon, as well as a 99.99%-owned subsidiary, Dome Minerals Nigeria Limited, incorporated in Nigeria. On May 15, 2017, we liquidated our Gabonese subsidiary, African Resources SARL Gabon ("African Resources").
On June 5, 2015, we announced our decision to voluntarily delist our shares of common stock from the NYSE MKT due to costs associated with the continued listing and NYSE MKT exchange rules regarding maintenance of a minimum share price. On June 29, 2015, our shares began trading on the OTCQB marketplace operated by OTC Markets Group (the "OTCQB Designation"). Our shares of common stock continue to trade on the Toronto Stock Exchange ("TSX").
Our efforts and expenditures have been concentrated in the exploration of properties, principally in the Sierra Mojada property located in Coahuila, Mexico (the "Sierra Mojada Property"). We have not determined whether the exploration properties contain ore reserves that are economically recoverable. The ultimate realization of our investment in exploration properties is dependent upon the success of future property sales, the existence of economically recoverable reserves, our ability to obtain financing or make other arrangements for exploration, development and future profitable production activities. The ultimate realization of our investment in exploration properties cannot be determined at this time.
Sierra Mojada Project
Location, Access and Infrastructure
The Sierra Mojada project (the "Sierra Mojada Project") is located within a mining district known as the Sierra Mojada District. The Sierra Mojada District is located in the west–central part of the state of Coahuila, Mexico, near the Coahuila-Chihuahua state border approximately 200 kilometers south of the Big Bend of the Rio Grande River. The principal mining area extends for approximately five kilometers in an east-west direction along the base of the precipitous, 1,000-meter high Sierra Mojada Range.
The Sierra Mojada Project site is situated to the south of the village of Esmeralda, on the northern side of a major escarpment that forms the northern margin of the Sierra Mojada range. In general, the site is approximately 1,500 meters above sea level. The project is accessible by paved road from the city of Torreon, Coahuila, which lies approximately 250 kilometers to the south. Esmerelda is served by a rail spur of the Coahuila Durango railroad. There is an airstrip east of Esmeralda, although its availability is limited, and another airstrip at the nearby Penoles plant, which we can use occasionally. The Sierra Mojada District has high voltage electric power supplied by the national power company, Comisión Federal de Electricidad, C.F.E., and is supplied water by the municipality of Sierra Mojada. Although power levels are sufficient for current operations and exploration, future development of the project, if any, may require additional power supplies to be sourced.
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Our facilities in Mexico include offices, residences, shops, warehouse buildings and exploration equipment located at Calle Mina #1, La Esmeralda, Coahuila, Mexico.
The map below shows the location of the Sierra Mojada Project:
Property History
Silver and lead were first discovered by a foraging party in 1879, and mining to 1886 consisted of native silver, silver chloride, and lead carbonate ores. After 1886, silver-lead-zinc-copper sulphide ores within limestone and sandstone units were produced. No accurate production history has been found for historical mining during this period.
Approximately 90 years ago, zinc silicate and zinc carbonate minerals ("Zinc Manto Zone") were discovered underlying the silver-lead mineralized horizon. The Zinc Manto Zone is predominantly zinc dominated, but with subordinate lead-rich manto and is principally situated in the footwall rocks of the Sierra Mojada Fault System. Since discovery and up to 1990, zinc, silver, and lead ores were mined from various mines along the strike of the deposit, including from the Sierra Mojada Property. Ores mined from within these areas were hand-sorted, and the concentrate shipped mostly to smelters in the United States.
Activity during the period of 1956 to 1990 consisted of operations by the Mineros Norteños Cooperativa and operations by individual owners and operators of pre-existing mines. The Mineros Norteños operated the San Salvador, Encantada, Fronteriza, Esmeralda, and Parrena mines, and shipped oxide zinc ore to Zinc National's smelter in Monterrey, while copper and silver ore were shipped to smelters in Mexico and the United States.
We estimate that over 45 mines have produced ore from underground workings throughout the approximately five kilometers by two kilometer area that comprises the Sierra Mojada District. We estimate that since its discovery in 1879, the Sierra Mojada District has produced approximately 10 million tons of silver, zinc, lead and copper ore. The District does not have a mill to concentrate ore, and all mining conducted thus far has been limited to selectively mined ore of sufficient grade to direct ship to smelters. We believe that mill-grade mineralization that was not mined remains available for extraction. No mining operations are currently active within the area of the Sierra Mojada District, except for a dolomite quarry by Peñoles near Esmeralda.
In the 1990s, Kennecott Copper Corporation ("Kennecott") had a joint venture agreement with USMX, Inc. ("USMX") involving its Sierra Mojada concessions. Kennecott terminated the joint venture in approximately 1995. We entered into a Joint Exploration and Development Agreement with USMX in July 1996 involving USMX's Sierra Mojada concessions. In 1998, we purchased the Sierra Mojada and the USMX concessions, and the joint exploration and development agreement was terminated. We also purchased certain other concessions during this time and conducted exploration for copper and silver mineralization from 1997 through 1999.
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Title and Ownership Rights
The Sierra Mojada Project is comprised of 20 concessions consisting of 4,715 hectares (about 11,651 acres). We periodically obtain additional concessions in the Sierra Mojada Project area and whether we will continue to hold these additional concessions will depend on future exploration work and exploration results and our ability to obtain financing. As we have done in prior years, we continually assess our concession ownership and we may terminate our rights to certain concessions holdings.
Each mining concession enables us to explore the underlying concession in consideration for the payment of a semi-annual fee to the Mexican government and completion of certain annual assessment work. Annual assessment work in excess of statutory annual requirements can be carried forward and applied to future periods.
Ownership of a concession provides the owner with exclusive exploration and exploitation rights to all minerals located on the concessions, but does not include the surface rights to the real property. Therefore, we will need to negotiate any necessary agreements with the appropriate surface landowners if we determine that a mining operation is feasible for the concessions. We own surface rights to five lots in the Sierra Mojada Property (Sierra Mojada lot #1, #3, #4, #6 and #7) but anticipate that we will be required to obtain additional surface rights if we determine that a mining operation is feasible.
Geology and Mineralization
The Sierra Mojada concessions contain a mineral system which can be separated into two distinct zones: The "Silver Zone" and the "Zinc Zone." These two zones lie along the Sierra Mojada Fault which trends east-west along the base of the Sierra Mojada range. The majority of the mineralization identified to date is seen as oxide, which has been derived from primary "sulphide" bodies that have been oxidized and remained in situ or remobilized into porous and fractured rock along the Sierra Mojada Fault. The formation of a silver-rich zone (the Silver Zone) and a zinc-rich zone (the Zinc Zone) is a reflection of the mobility of the metals in the ground water conditions at Sierra Mojada.
The geology of the District is composed of a Cretaceous limestone and dolomite sequence sitting on top of the Jurassic "San Marcos" red sediments. This sedimentary sequence has then later been intruded by Tertiary volcanics, which are considered to be responsible for the mineralization seen at Sierra Mojada. Historical mines are dry, and the rocks are competent for the most part. We believe that the thickness and attitude of the mineralized material could potentially be amenable to high volume mechanized mining methods and low cost production.
June 2015 Technical Report
On June 30, 2015, Tuun Consulting Inc. and AKF Mining Services Inc. delivered an amended technical report (the "Report") on the silver and zinc mineralization at the Sierra Mojada Project in accordance with Canadian National Instrument 43-101 ("NI 43-101"). The Report includes an update on the silver and zinc mineralization which was estimated from 1,363 diamond drill holes, 24 reverse circulation drill holes, 9,027 channel samples and 2,346 underground long holes. Using a net smelter return economic cut-off, the Report indicates mineralized material in the Lerchs-Grossman optimized pit of 56.8 million tonnes at an average silver grade of 50 grams/tonne silver, an average zinc percentage of 3.4%, an average copper percentage of 0.04% and an average lead percentage of 0.3%. In addition, using the net smelter return economic cut-off, the Report indicates underground mineralized material outside the Lerchs-Grossman optimized pit of 1.9 million tonnes at an average zinc percentage of 9.4%, an average copper percentage of 0.02% and an average lead percentage of 0.4%.
Mineralized material estimates do not include any amounts categorized as inferred resources.
"Mineralized material" as used in this Annual Report on Form 10-K, although permissible under the Securities and Exchange Commission's ("SEC's") Industry Guide 7, does not indicate "reserves" by SEC standards. We cannot be certain that any part of the Sierra Mojada Project will ever be confirmed or converted into SEC Industry Guide 7 compliant "reserves." Investors are cautioned not to assume that all or any part of the mineralized material will ever be confirmed or converted into reserves or that mineralized material can be economically or legally extracted.
Sampling, Analysis, Quality Control and Security
Our activities conform to mining industry standard practices and follow the Best Practices Guidelines of the Canadian Institute of Mining, Metallurgy, and Petroleum (CIM). Sampling is directed and supervised by trained and experienced geologists. Drill core and other samples are processed and logged using industry standard methods. Standard samples, duplicates and blanks are periodically entered into the stream of samples submitted for assays, and campaigns of re-sampling and duplicate analyses and round-robin inter-laboratory validations are conducted periodically. We use ALS Chemex – Vancouver ("ALS Chemex") laboratory as our independent primary laboratory. ALS Chemex is ISO 9001:2000 certified. All analytical results that are used in resource models are exclusively from the independent primary laboratory.
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Our consultants perform technical audits of our operations, including our formal quality assurance/quality control ("QA/QC") program, and recommend improvements as needed. A systematic program of duplicate sampling and assaying of representative samples from previous exploration activities was completed in 2010 under the direction and control of our consultants. Results of this study acceptably confirm the values in the project database used for resource modeling.
We formerly operated a sample preparation and an analytical laboratory at the project that prepared samples for shipment, performed QA/QC analyses to ensure against cross-contamination of samples during preparation and removed most low-value samples from the flow to the primary laboratory. For cost and other reasons, the internal laboratory has been shut down.
Prior Exploration Activities
We have focused our exploration efforts on two primary locations: the Silver Zone and the Zinc Zone. As further described below, we have conducted various exploration activities at the Sierra Mojada Project; however, to date, we have not established any reserves, and the project remains in the exploration stage and may never enter the development stage.
Prior to 2008, exploration efforts largely focused on the Zinc Zone with surface and underground drilling. In fiscal year 2009, we scaled back our exploration activities and administrative costs to conserve capital while we tried to secure additional sources of capital.
After closing the transaction with Dome in April 2010, we focused our exploration activities at Sierra Mojada primarily on the Silver Zone, which lies largely at surface. By the end of calendar 2017, approximately 101,000 meters of diamond drilling from surface and 10,000 meters of underground drilling had been completed.
The silver contained within the Silver Zone is seen primarily as silver halide minerals. The zinc contained within the Zinc Zone is contained mostly in the mineral hemimorphite and, to a lesser amount, in the mineral smithsonite.
2017 Exploration Activities
Our board of directors approved a calendar-year 2017 budget of $0.6 million for the Sierra Mojada Property. As a result of completion of an approximately $1.3 million private placement during 2017, our board approved an updated budget for the Sierra Mojada Property in September 2017. Our updated exploration budget for the Sierra Mojada Property for the period from September 2017 to December 2017 was $0.4 million compared to $0.1 million in the original budget. The updated exploration budget was focused on the drilling program described below, maintaining our property concessions and continuing to internally investigate the potential for a high grade underground zinc oxide mine and a small silver open-pit targeting the "at-surface" silver mineralization with a small project with a low strip ratio.
Drilling
During the year ended October 31, 2017 we completed a surface drilling program of 3,270 meters
targeting deep structures underneath the main zone of mineralization. Although no significant mineralization was intercepted in these five holes drilled, zones up to 460 meters of intense silica alteration were intercepted. This silica alteration is thought to be associated with the mineralizing system seen at the Sierra Mojada Property. This sort of alteration is commonly found proximal to an intrusion, the genesis of the mineralization already defined at Sierra Mojada. Highly anomalous zinc grading between 0.1% and 0.7% is often associated with this silicification as well as lesser silver, copper and lead.
These zones were also highly anomalous in manganese, grading up to 1%, which is also typical of carbonate replacement systems, which when combined with the low grade zinc, silver, lead and copper, is thought to represent a lower grade halo around the main deposit and provide a powerful vectoring tool for future drilling.
During the year ended October 31, 2017, we released channel sample results from a continuous channel sampling program that identified a new zone of high grade massive sulphide mineralization at Sierra Mojada. The new sulphide zone lies within a 1.4 kilometer long east-west trending "chargeability high" identified through a gradient Induced Polarization (IP) survey.
The chargeability anomaly remains open towards the west and coincides with a convex "roll over" in the sole of a thrust fault identified through drilling and underground mapping. The new zone of massive sulphide is accessible via existing historical underground workings.
9
In August 2017, we commenced an underground drill program using our termite drill to test the continuity along strike and down dip of this newly identified high grade zone and a previously identified high grade zone. In addition, we tested areas between these high grade zones. From August 2017 to December 2017 we drilled 1,090 meters.
In January 2018, we released results from a channel sampling program targeting two new sulphide zones which were to the west of the zones discussed previously. The new sulphide zones were identified in 350 meters of previously inaccessible historical underground workings that were recently reconditioned by us. These sulphide zones lie to the west of our recent drilling along an east-west trend and within the "chargeability high" discussed previously.
2018 Exploration Program
The focus of the 2018 calendar year program is approximately 1,200 meters of underground drilling focused on the sulphide targets discussed previously
and maintaining our property concessions.
Metallurgical Studies
During May 2015, we selected and shipped samples of high-grade zinc material to a lab in Denver, Colorado for "fine bubble" flotation test work and to a group in Australia to assess their proprietary hydrometallurgy process. Previous test work completed by Silver Bull using mechanical flotation has shown an 87% recovery of zinc from the white zinc zone to produce a rough concentrate of 43% zinc, and a 72.5% recovery of zinc from the red zinc zone to produce a rough concentrate of 30% zinc. The "fine bubble" flotation test work that was performed did not improve recovery, but based on analysis of the results, it was determined that the "fine bubble" flotation test process may be able to be adjusted to improve recovery. Further testing is not planned at this time.
In addition, we previously conducted a metallurgical program to test the recovery of the silver mineralization using the agitation cyanide leach method and recovery of the zinc mineralization using the SART process (sulfidization, acidification, recycling, and thickening). The test work on the silver zone focused on cyanide leach recovery of the silver using "Bottle Roll" tests to simulate an agitation leach system and to determine the recovery of low-grade zinc that occurs in the silver zone and high-grade zinc from the zinc zone that had been blended with mineralization from the silver zone to the leach solution. The silver was recovered from the cyanide leach solution using the Merrill Crowe technique, and the zinc was recovered from the leach solution using the SART process. The SART process is a metallurgical process that regenerates and recycles the cyanide used in the leaching process of the silver and zinc and allows for the recovery of zinc that has been leached by the cyanide solution. The results showed an overall average silver recovery of 73.2%, with peak values of 89.0% and an overall average zinc recovery of 44% in the silver zone.
Executive Officers of Silver Bull Resources
We have three executive officers: (1) a Chairman, (2) a President and Chief Executive Officer and (3) a Chief Financial Officer. Set forth below is information regarding our executive officers.
|
Name and Residence
|
Age
|
Position
|
||
|
Brian Edgar
Vancouver, BC
|
68
|
Chairman
|
||
|
Timothy Barry
Vancouver, BC
|
42
|
President, Chief Executive Officer and Director
|
||
|
Sean Fallis
Vancouver, BC
|
38
|
Chief Financial Officer
|
Brian Edgar.
Mr. Edgar was appointed Chairman of the Board of Directors in April 2010. Mr. Edgar has broad experience working in junior and mid-size natural resource companies. He previously served as Dome's President and Chief Executive Officer from February 2005 until it was acquired by Silver Bull in April 2010. Further, Mr. Edgar served on Dome's board of directors from 1998 to 2010. Mr. Edgar currently serves as a director of BlackPearl Resources Inc., Denison Mines Corp., Lucara Diamond Corp., and ShaMaran Petroleum Corp. Mr. Edgar practiced corporate/securities law in Vancouver, British Columbia, Canada for 16 years.
Timothy Barry.
Mr. Barry has served as a director, President and Chief Executive Officer of Silver Bull since March 2011. From August 2010 to March 2011, he served as our Vice President – Exploration. Between 2006 and August 2010, Mr. Barry spent five years working as Chief Geologist in West and Central Africa for Dome. During this time, he managed all aspects of Dome's exploration programs, as well as oversaw corporate compliance for Dome's various subsidiaries. Mr. Barry also served on Dome's board of directors. In 2005, he worked as a project geologist in Mongolia for Entree Gold, a company that has a significant stake in the Oyu Tolgoi mine in Mongolia. Between 1998 and 2005, Mr. Barry worked as an exploration geologist for Ross River Minerals on its El Pulpo copper/gold project in Sinaloa, Mexico, for Canabrava Diamonds on its exploration programs in the James Bay lowlands in Ontario, Canada, and for Homestake on its Plutonic Gold Mine in Western Australia. He has also worked as a mapping geologist for the Geological Survey of Canada in the Coast Mountains, and as a research assistant at the University of British Columbia, where he examined the potential of CO
2
sequestration in Canada using ultramafic rocks. Mr. Barry received a bachelor of science from the University of Otago in Dundein, New Zealand and is a Chartered Professional Geologist (CPAusIMM). He also serves on the board of directors of Sanatana Resources, Inc., a junior exploration company listed on the TSX Venture Exchange.
10
Sean Fallis.
Mr. Fallis was appointed Chief Financial Officer in April 2011. From February 2011 to April 2011, he served as our Vice President – Finance. From July 2008 to February 2011, Mr. Fallis served as the Corporate Controller for Rusoro Mining Ltd. Prior to working at Rusoro Mining Ltd, he worked at PricewaterhouseCoopers as an Audit Senior Associate from January 2007 to June 2008, where he worked with both Canadian and U.S. publicly-listed companies in the audit and assurance practice. At PricewaterhouseCoopers, Mr. Fallis focused on clients in the mining industry. Further, he worked at Smythe LLP as a staff accountant from September 2004 to December 2006. Mr. Fallis received a bachelor of science from Simon Fraser University in 2002 and is a CPA (Chartered Professional Accountant, British Columbia), CA.
Competition and Mineral Prices
Mineral Prices
Silver and zinc are commodities, and their prices are volatile. From January 1, 2017 to December 31, 2017 the price of silver ranged from a low of $15.22 per troy ounce to a high of $18.56 per troy ounce, and from January 1, 2017 to December 31, 2017 the price of zinc ranged from a low of $2,573 per tonne to a high of $3,264 per tonne. Silver and zinc prices are affected by many factors beyond our control, including prevailing interest rates and returns on other asset classes, expectations regarding inflation, speculation, currency values, governmental decisions regarding the disposal of precious metals stockpiles, global and regional demand and production, political and economic conditions and other factors. The competitive nature of the business and the risks with which we are therefore faced are discussed further in the item entitled "Risk Factors," below.
The following tables set forth, for the periods indicated, on the London Metal Exchange, high and low silver and zinc prices in U.S. dollars per troy ounce and per tonne, respectively. On October 31, 2017, the closing price of silver was $16.82 per troy ounce. On October 31, 2017, the closing price of zinc was $3,264 per tonne.
|
Silver
(per troy ounce)
|
||||||||
|
Year
|
High
|
Low
|
||||||
|
2010
|
$
|
30.70
|
$
|
15.14
|
||||
|
2011
|
$
|
48.70
|
$
|
26.16
|
||||
|
2012
|
$
|
37.23
|
$
|
26.67
|
||||
|
2013
|
$
|
32.23
|
$
|
18.61
|
||||
|
2014
|
$
|
22.05
|
$
|
15.28
|
||||
|
2015
|
$
|
18.23
|
$
|
13.71
|
||||
|
2016
|
$
|
20.71
|
$
|
13.58
|
||||
|
2017
|
$
|
18.56
|
$
|
15.22
|
||||
|
Zinc
(per tonne)
|
||||||||
|
Year
|
High
|
Low
|
||||||
|
2010
|
$
|
2,414
|
$
|
1,746
|
||||
|
2011
|
$
|
2,473
|
$
|
1,871
|
||||
|
2012
|
$
|
2,040
|
$
|
1,816
|
||||
|
2013
|
$
|
2,129
|
$
|
1,831
|
||||
|
2014
|
$
|
2,327
|
$
|
2,008
|
||||
|
2015
|
$
|
2,281
|
$
|
1,528
|
||||
|
2016
|
$
|
2,566
|
$
|
1,520
|
||||
|
2017
|
$
|
3,264
|
$
|
2,573
|
||||
11
Competition
Our industry is highly competitive. We compete with other mining and exploration companies in connection with the acquisition and exploration of mineral properties. There is competition for a limited number of mineral property acquisition opportunities, some of which is with other companies having substantially greater financial resources, staff and facilities than we do. As a result, we may have difficulty acquiring attractive exploration properties, staking claims related to our properties and exploring properties. Our competitive position depends upon our ability to successfully and economically acquire and explore new and existing mineral properties.
Government Regulation
Mineral exploration activities are subject to various national, state/provincial, and local laws and regulations, which govern prospecting, development, mining, production, exports, taxes, labor standards, occupational health, waste disposal, protection of the environment, mine safety, hazardous substances and other matters. Similarly, if any of our properties are developed and/or mined, those activities are also subject to significant governmental regulation and oversight. We plan to obtain the licenses, permits and other authorizations currently required to conduct our exploration program. We believe that we are in compliance in all material respects with applicable mining, health, safety and environmental statutes and the regulations applicable to the mineral interests we now hold in Mexico.
Environment Regulations
Our activities are subject to various national and local laws and regulations governing protection of the environment. These laws are continually changing and, in general, are becoming more restrictive. We intend to conduct business in a way that safeguards public health and the environment and in compliance with applicable laws and regulations.
Changes to current state or federal laws and regulations in Mexico could, in the future, require additional capital expenditures and increased operating and/or reclamation costs. Although we are unable to predict what additional legislation, if any, might be proposed or enacted, additional regulatory requirements could impact the economics of our projects.
During fiscal year 2017, we had no material environmental incidents or non-compliance with any applicable environmental regulations.
Employees
We have three employees, all of whom are full time. Contratistas, our wholly-owned operating subsidiary in Mexico currently has three full time employees. Minera Metalin, our wholly-owned mineral holding company in Mexico, does not have any employees.
Corporate Offices
Our corporate office is located at 777 Dunsmuir Street, Suite 1610, Vancouver, British Columbia, Canada V7Y 1K4. Our telephone number is (604) 687-5800, and our fax number is (604) 563-6004.
Available Information
We maintain an internet website at
http://www.silverbullresources.com
. The information on our website is not incorporated by reference in this Annual Report on Form 10-K. We make available on or through our website certain reports and amendments to those reports that we file with or furnish to the SEC in accordance with the Exchange Act. Alternatively, you may read and copy any information we file with the SEC at its public reference room at 100 "F" Street NE, Washington, D.C. 20549. You may obtain information about the operation of the public reference room by calling 1-800-SEC-0330. You may also obtain this information from the SEC's website,
http://www.sec.gov
.
12
Item 1A.
RISK FACTORS
A purchase of our securities involves a high degree of risk. Our business or operating or financial condition could be harmed due to any of the following risks. Accordingly, investors should carefully consider these risks in making a decision as to whether to purchase, sell or hold our securities. In addition, investors should note that the risks described below are not the only risks facing us. Additional risks not presently known to us, or risks that do not seem significant today, may impair our business operations in the future. You should carefully consider the risks described below, as well as the other information contained in this Annual Report on Form 10-K and the documents incorporated by reference herein, before making a decision to invest in our securities.
RISKS RELATED TO OUR BUSINESS:
There is substantial doubt about whether we can continue as a going concern.
We have earned no revenues to date and have incurred net losses of $2,054,000 and $2,235,000 during the fiscal years ended October 31, 2017 and October 31, 2016, respectively. In addition, we have limited financial resources. As of October 31, 2017, we had cash and cash equivalents of $682,000 and working capital of $158,000. Therefore, our continuation as a going concern is dependent upon our achieving a future financing or strategic transaction, joint venture opportunities on the Sierra Mojada Property (including farmout agreements, exploration and development agreements or similar transactions), asset divestitures or some other strategic transaction. However, there is no assurance that we will be successful pursuing these financing and strategic options.
Accordingly, there is substantial doubt as to whether our existing cash resources and working capital are sufficient to enable us to continue our operations for the next 12 months as a going concern.
Ultimately, in the event that we cannot obtain additional financial resources, or achieve profitable operations, we may have to liquidate our business interests and investors may lose their investment. The accompanying consolidated financial statements have been prepared assuming that our company will continue as a going concern. Continued operations are dependent on our ability to obtain additional financial resources or generate profitable operations. Such additional financial resources may not be available or may not be available on reasonable terms. Our consolidated financial statements do not include any adjustments that may result from the outcome of this uncertainty. Such adjustments could be material.
We may have difficulty meeting our current and future capital requirements.
Our management and our board of directors monitor our overall costs and expenses and, if necessary, adjust our programs and planned expenditures in an attempt to ensure we have sufficient operating capital. We continue to evaluate our costs and planned expenditures for our ongoing exploration efforts at our Sierra Mojada Project. As of October 31, 2017, we had working capital of $158,000
and cash and cash equivalents of $682,000.
The continued exploration and possible development of the Sierra Mojada Project will require significant amounts of additional capital. If we are unable to fund future operations by way of financings, including public or private offerings of equity or debt securities, we will need to significantly reduce operations, which will result in an adverse impact on our business, financial condition and exploration activities. See Note 1 to our consolidated financial statements included in this Annual Report on Form 10-K.
We do not have a credit, off-take or other commercial financing arrangement in place that would finance continued evaluation or development of the Sierra Mojada Project, and we believe that securing credit for these projects may be difficult. Moreover, equity financing may not be available on attractive terms and if available, will likely result in significant dilution to existing shareholders.
We are an exploration stage mining company with no history of operations.
We are an exploration stage enterprise engaged in mineral exploration in Mexico. We have a very limited operating history, and are subject to all the risks inherent in a new business enterprise. As an exploration stage company, we may never enter the development and production stages. To date, we have had no revenues and have relied upon equity financing to fund our operations. The likelihood of our success must be considered in light of the problems, expenses, difficulties, complications, and delays frequently encountered in connection with an exploration stage business, and the competitive and regulatory environment in which we operate and will operate, such as under-capitalization, personnel limitations, and limited financing sources.
We have no commercially mineable ore body.
No commercially mineable ore body has been delineated on our Sierra Mojada Project, nor have our properties been shown to contain proven or probable mineral reserves. Investors should not assume that the projections contained in the Report on our Sierra Mojada Project will ever be realized. We cannot assure you that any mineral deposits we identify on the Sierra Mojada Project or on another property will qualify as an ore body that can be legally and economically exploited or that any particular level of recovery of silver, zinc or other minerals from discovered mineralization will in fact be realized. Most exploration projects do not result in the discovery of commercially mineable ore deposits. Even if the presence of reserves is established at a project, the legal and economic viability of the project may not justify exploitation.
13
Mineral resource estimates may not be reliable.
There are numerous uncertainties inherent in estimating quantities of mineralized material such as silver, zinc, lead, and copper, including many factors beyond our control, and no assurance can be given that the recovery of mineralized material will be realized. In general, estimates of mineralized material are based upon a number of factors and assumptions made as of the date on which the estimates were determined, including:
| · |
geological and engineering estimates that have inherent uncertainties and the assumed effects of regulation by governmental agencies;
|
| · |
the judgment of the engineers preparing the estimate;
|
| · |
estimates of future metals prices and operating costs;
|
| · |
the quality and quantity of available data;
|
| · |
the interpretation of that data; and
|
| · |
the accuracy of various mandated economic assumptions, all of which may vary considerably from actual results.
|
All estimates are, to some degree, uncertain. For these reasons, estimates of the recoverable mineral resources prepared by different engineers or by the same engineers at different times, may vary substantially. As such, there is significant uncertainty in any mineralized material estimate, and actual deposits encountered and the economic viability of a deposit may differ materially from our estimates.
Our business plan is highly speculative, and its success largely depends on the successful exploration of our Sierra Mojada concessions
.
Our business plan is focused on exploring the Sierra Mojada concessions to identify reserves, and if appropriate, to ultimately develop this property. Further, although we have reported mineralized material on our Sierra Mojada Project, we have not established any reserves and remain in the exploration stage. We may never enter the development or production stage. Exploration of mineralization and determination of whether the mineralization might be extracted profitably is highly speculative, and it may take a number of years until production is possible, during which time the economic viability of the project may change. Substantial expenditures are required to establish reserves, extract metals from ore and construct mining and processing facilities.
The Sierra Mojada Project is subject to all of the risks inherent in mineral exploration and development. The economic feasibility of any mineral exploration and/or development project is based upon, among other things, estimates of the size and grade of mineral reserves, proximity to infrastructures and other resources (such as water and power), anticipated production rates, capital and operating costs, and metals prices. To advance from an exploration project to a development project, we will need to overcome various hurdles, including the completion of favorable feasibility studies, issuance of necessary permits, and the ability to raise significant additional capital to fund activities. There can be no assurance that we will be successful in overcoming these risks. Because of our focus on the Sierra Mojada Project, the success of our operations and our profitability may be disproportionately exposed to the impact of adverse conditions unique to the Torreon, Mexico region, as the Sierra Mojada Project is located 250 kilometers north of this area.
Due to our history of operating losses, we are uncertain that we will be able to maintain sufficient cash to accomplish our business objectives.
During the fiscal years ended October 31, 2017 and October 31, 2016, we suffered net losses of $2,054,000 and $2,235,000 respectively. At October 31, 2017, we had stockholders' equity of $7,429,000 and working capital of $158,000. Significant amounts of capital will be required to continue to explore and potentially develop the Sierra Mojada concessions. We are not engaged in any revenue producing activities, and we do not expect to be in the near future. Currently, our potential sources of funding consist of the sale of additional equity securities, entering into joint venture agreements or selling a portion of our interests in our assets. There is no assurance that any additional capital that we will require will be obtainable on terms acceptable to us, if at all. Failure to obtain such additional financing could result in delays or indefinite postponement of further exploration of our projects. Additional financing, if available, will likely result in substantial dilution to existing stockholders.
14
Our exploration activities require significant amounts of capital that may not be recovered.
Mineral exploration activities are subject to many risks, including the risk that no commercially productive or extractable resources will be encountered. There can be no assurance that our activities will ultimately lead to an economically feasible project or that we will recover all or any portion of our investment. Mineral exploration often involves unprofitable efforts, including drilling operations that ultimately do not further our exploration efforts. The cost of minerals exploration is often uncertain, and cost overruns are common. Our drilling and exploration operations may be curtailed, delayed or canceled as a result of numerous factors, many of which are beyond our control, including title problems, weather conditions, compliance with governmental requirements, including permitting issues, and shortages or delays in the delivery of equipment and services.
Our financial condition could be adversely affected by changes in currency exchange rates, especially between the U.S. dollar and the Mexican peso ("$MXN") and the U.S dollar and the Canadian dollar ("$CDN") given our focus on the Sierra Mojada Project and our corporate office in Vancouver, Canada.
Our financial condition is affected in part by currency exchange rates, as portions of our exploration costs in Mexico and general and administration costs in Canada are denominated in the local currency. A weakening U.S. dollar relative to the $MXN and $CDN will have the effect of increasing exploration costs and general and administration costs while a strengthening U.S. dollar will have the effect of reducing exploration costs and general and administration costs. The exchange rates between the $CDN and the U.S. dollar and between the $MXN and U.S. dollar have fluctuated widely in response to international political conditions, general economic conditions and other factors beyond our control.
RISKS RELATING TO THE MINERAL EXPLORATION INDUSTRY:
There are inherent risks in the mineral exploration industry
We are subject to all of the risks inherent in the minerals exploration industry, including, without limitation, the following:
| · |
we are subject to competition from a large number of companies, many of which are significantly larger than we are, in the acquisition, exploration, and development of mining properties;
|
| · |
we might not be able raise enough money to pay the fees and taxes and perform the labor necessary to maintain our concessions in good status;
|
| · |
exploration for minerals is highly speculative, involves substantial risks and is frequently unproductive, even when conducted on properties known to contain significant quantities of mineralization, and our exploration projects may not result in the discovery of commercially mineable deposits of ore;
|
| · |
the probability of an individual prospect ever having reserves that meet the requirements for reporting under SEC Industry Guide 7 is remote and any funds spent on exploration may be lost;
|
| · |
our operations are subject to a variety of existing laws and regulations relating to exploration and development, permitting procedures, safety precautions, property reclamation, employee health and safety, air quality standards, pollution and other environmental protection controls, and we may not be able to comply with these regulations and controls; and
|
| · |
a large number of factors beyond our control, including fluctuations in metal prices, inflation, and other economic conditions, will affect the economic feasibility of mining.
|
Metals prices are subject to extreme fluctuation.
Our activities are influenced by the prices of commodities, including silver, zinc, lead, copper and other metals. These prices fluctuate widely and are affected by numerous factors beyond our control, including interest rates, expectations for inflation, speculation, currency values (in particular the strength of the U.S. dollar), global and regional demand, political and economic conditions and production costs in major metal-producing regions of the world.
15
Our ability to establish reserves through our exploration activities, our future profitability and our long-term viability depend, in large part, on the market prices of silver, zinc, lead, copper and other metals. The market prices for these metals are volatile and are affected by numerous factors beyond our control, including:
| · |
global or regional consumption patterns;
|
| · |
supply of, and demand for, silver, zinc, lead, copper and other metals;
|
| · |
speculative activities and producer hedging activities;
|
| · |
expectations for inflation;
|
| · |
political and economic conditions; and
|
| · |
supply of, and demand for, consumables required for production.
|
Future weakness in the global economy could increase volatility in metals prices or depress metals prices, which could in turn reduce the value of our properties, make it more difficult to raise additional capital, and make it uneconomical for us to continue our exploration activities.
There are inherent risks with foreign operations.
Our business activities are primarily conducted in Mexico, and as such, our activities are exposed to various levels of foreign political, economic and other risks and uncertainties. These risks and uncertainties include, but are not limited to, terrorism, hostage taking, military repression, extreme fluctuations in currency exchange rates, high rates of inflation, labor unrest, the risks of war or civil unrest, expropriation and nationalization, renegotiation or nullification of existing concessions, licenses, permits, approvals and contracts, illegal mining, changes in taxation policies, restrictions on foreign exchange and repatriation, changing political conditions (including,
potential instability
if the United States withdraws from or renegotiates the North American Free Trade Agreement), currency controls and governmental regulations that favor or require the rewarding of contracts to local contractors or require foreign contractors to employ citizens of, or purchase supplies from, a particular jurisdiction.
Changes, if any, in mining or investment policies or shifts in political attitude in Mexico may adversely affect our exploration and possible future development activities. We may also be affected in varying degrees by government regulations with respect to, but not limited to, foreign investment, maintenance of claims, environmental legislation, land use, land claims of local people, water use and mine safety. Failure to comply strictly with applicable laws, regulations and local practices relating to mineral right applications and tenure could result in loss, reduction or expropriation of entitlements, or the imposition of additional local or foreign parties as joint venture partners with carried or other interests.
The occurrence of these various factors and uncertainties cannot be accurately predicted and could have an adverse effect on our operations. In addition, legislation in the United States, Canada or Mexico regulating foreign trade, investment and taxation could have a material adverse effect on our financial condition.
Our Sierra Mojada Project is located in Mexico and is subject to various levels of political, economic, legal and other risks.
The Sierra Mojada Project, our primary focus, is in Mexico. In the past, Mexico has been subject to political instability, changes and uncertainties, which have resulted in changes to existing governmental regulations affecting mineral exploration and mining activities. Mexico's status as a developing country may make it more difficult for us to obtain any required financing for the Sierra Mojada Project or other projects in Mexico in the future. Our Sierra Mojada Project is also subject to a variety of governmental regulations governing health and worker safety, employment standards, waste disposal, protection of historic and archaeological sites, mine development, protection of endangered and protected species and other matters. Mexican regulators have broad authority to shut down and/or levy fines against facilities that do not comply with regulations or standards.
Our exploration activities in Mexico may be adversely affected in varying degrees by changing government regulations relating to the mining industry or shifts in political conditions that increase the costs related to the Sierra Mojada Project. Changes, if any, in mining or investment policies or shifts in political attitude may adversely affect our financial condition. Expansion of our activities will be subject to the need to obtain sufficient access to adequate supplies of water, assure the availability of sufficient power, as well as sufficient surface rights which could be affected by government policy and competing operations in the area.
We also have litigation risk with respect to our operations. See Part I, Item 3 – Legal Proceedings of this Annual Report on Form 10-K for an explanation of material legal proceedings to which Silver Bull or its subsidiaries have been a party.
The occurrence of these various factors and uncertainties cannot be accurately predicted and could have an adverse effect on our financial condition. Future changes in applicable laws and regulations or changes in their enforcement or regulatory interpretation could negatively impact current or planned exploration activities with the Sierra Mojada Project or in respect to any other projects in which we become involved in Mexico. Any failure to comply with applicable laws and regulations, even if inadvertent, could result in the interruption of exploration operations or material fines, penalties or other liabilities.
16
Title to our properties may be challenged or defective.
Our future operations, including our activities at the Sierra Mojada Project and other exploration activities, will require additional permits from various governmental authorities. Our operations are and will continue to be governed by laws and regulations governing prospecting, mineral exploration, exports, taxes, labor standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety, mining royalties and other matters. There can be no assurance that we will be able to acquire all required licenses, permits or property rights on reasonable terms or in a timely manner, or at all, that such terms will not be adversely changed, that required extensions will be granted, or that the issuance of such licenses, permits or property rights will not be challenged by third parties.
We attempt to confirm the validity of our rights of title to, or contract rights with respect to, each mineral property in which we have a material interest. However, we cannot guarantee that title to our properties will not be challenged. The Sierra Mojada Property may be subject to prior unregistered agreements, interests or native land claims, and title may be affected by undetected defects. There may be valid challenges to the title of any of the claims comprising the Sierra Mojada Property that, if successful, could impair possible development and/or operations with respect to such properties in the future. Challenges to permits or property rights, whether successful or unsuccessful; changes to the terms of permits or property rights; or a failure to comply with the terms of any permits or property rights that have been obtained could have a material adverse effect on our business by delaying or preventing or making continued operations economically unfeasible.
A title defect could result in Silver Bull losing all or a portion of its right, title, and interest to and in the properties to which the title defect relates. Title insurance generally is not available, and our ability to ensure that we have obtained secure title to individual mineral properties or mining concessions may be severely constrained. In addition, we may be unable to operate our properties as permitted or to enforce our rights with respect to our properties. We annually monitor the official mining records in Mexico City to determine if there are annotations indicating the existence of a legal challenge against the validity of any of our concessions. As of January 2018, and to the best of our knowledge, there are no such annotations, nor are we aware of any challenges from the government or from third parties, except for the Mineros Norteños matter described in Part I, Item 3 – Legal Proceedings.
In addition, in connection with the purchase of certain mining concessions, Silver Bull agreed to pay a net royalty interest on revenue from future mineral sales on certain concessions at the Sierra Mojada Project, including concessions on which a significant portion of our mineralized material is located. The aggregate amount payable under this royalty is capped at $6.875 million (the "Royalty"), an amount that will only be reached if there is significant future production from the concessions. As noted in Part I, Item 3 (Legal Proceedings), this Royalty is currently the subject of a dispute with a local cooperative. In addition, records from prior management indicate that additional royalty interests may have been created, although the continued applicability and scope of these interests are uncertain. The existence of these royalty interests may have a material effect on the economic feasibility of potential future development of the Sierra Mojada Project.
We are subject to complex environmental and other regulatory risks, which could expose us to significant liability and delay and, potentially, the suspension or termination of our exploration efforts.
Our mineral exploration activities are subject to federal, state and local environmental regulations in the jurisdictions where our mineral properties are located. These regulations mandate, among other things, the maintenance of air and water quality standards and land reclamation. They also set forth limitations on the generation, transportation, storage and disposal of solid and hazardous waste. No assurance can be given that environmental standards imposed by these governments will not be changed, thereby possibly materially adversely affecting our proposed activities. Compliance with these environmental requirements may also necessitate significant capital outlays or may materially affect our earning power.
Environmental legislation is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects, and a heightened degree of responsibility for companies and their officers, directors and employees. As a result of recent changes in environmental laws in Mexico, for example, more legal actions supported or sponsored by non-governmental groups interested in halting projects may be filed against companies operating in all industrial sectors, including the mining sector. Mexican projects are also subject to the environmental agreements entered into by Mexico, the United States and Canada in connection with the North American Free Trade Agreement.
Future changes in environmental regulations in the jurisdictions where our projects are located may adversely affect our exploration activities, make them prohibitively expensive, or prohibit them altogether. Environmental hazards may exist on the properties in which we currently hold interests, such as the Sierra Mojada Project, or may hold interests in the future, which are unknown to us at present and that have been caused by us or previous owners or operators, or that may have occurred naturally. We may be liable for remediating any damage that we may have caused. The liability could include costs for removing or remediating the release and damage to natural resources, including ground water, as well as the payment of fines and penalties.
17
We may face a shortage of water.
Water is essential in all phases of the exploration and development of mineral properties. It is used in such processes as exploration, drilling, leaching, placer mining, dredging, testing, and hydraulic mining. Both the lack of available water and the cost of acquisition may make an otherwise viable project economically impossible to complete. In November 2013, Silver Bull was granted the right to exploit up to 3.5 million cubic meters of water per year from six different well sites by the water regulatory body in Mexico, Comisión Nacional del Agua, but it has yet to be determined if the six well sites can produce this much water over a sustained period of time.
Our non-operating properties are subject to various hazards.
We are subject to risks and hazards, including environmental hazards, the encountering of unusual or unexpected geological formations, cave-ins, flooding, earthquakes and periodic interruptions due to inclement or hazardous weather conditions. These occurrences could result in damage to, or destruction of, mineral properties or future production facilities, personal injury or death, environmental damage, delays in our exploration activities, asset write-downs, monetary losses and possible legal liability. We may not be insured against all losses or liabilities, either because such insurance is unavailable or because we have elected not to purchase such insurance due to high premium costs or other reasons. Although we maintain insurance in an amount that we consider to be adequate, liabilities might exceed policy limits, in which event we could incur significant costs that could adversely affect our activities. The realization of any significant liabilities in connection with our activities as described above could negatively affect our activities and the price of our common stock.
We need and rely upon key personnel.
Presently, we employ a limited number of full-time employees, utilize outside consultants, and in large part rely on the personal efforts of our officers and directors. Our success will depend, in part, upon the ability to attract and retain qualified employees. In particular, we have only three executive officers, Brian Edgar, Timothy Barry and Sean Fallis, and the loss of the services of any of these three would adversely affect our business.
RISKS RELATING TO OUR COMMON STOCK:
Further equity financings may lead to the dilution of our common stock.
In order to finance future operations, we may raise funds through the issuance of common stock or the issuance of debt instruments or other securities convertible into common stock. We cannot predict the size of future issuances of common stock or the size and terms of future issuances of debt instruments or other securities convertible into common stock or the effect, if any, that future issuances and sales of our securities will have on the market price of our common stock. Any transaction involving the issuance of previously authorized but unissued shares, or securities convertible into common stock, would result in dilution, possibly substantial, to present and prospective security holders. Demand for equity securities in the mining industry has been weak; therefore,
equity financing may not be available on attractive terms and if available, will likely result in significant dilution to existing shareholders.
No dividends are anticipated.
At the present time, we do not anticipate paying dividends, cash or otherwise, on our common stock in the foreseeable future. Future dividends will depend on our earnings, if any, our financial requirements and other factors. There can be no assurance that we will pay dividends.
Our stock price can be very volatile.
Our common stock is listed on the TSX and trades on the OTCQB. The trading price of our common stock has been, and could continue to be, subject to wide fluctuations in response to announcements of our business developments, results and progress of our exploration activities at the Sierra Mojada Project, progress reports on our exploration activities, and other events or factors. In addition, stock markets have experienced significant price volatility in recent months and years. This volatility has had a substantial effect on the share prices of companies, at times for reasons unrelated to their operating performance. These fluctuations could be in response to:
| · |
volatility in metal prices;
|
| · |
political developments in the foreign countries in which our properties
are located; and
|
| · |
news reports relating to trends in our industry or general economic conditions.
|
These broad market and industry fluctuations may adversely affect the price of our common stock, regardless of our operating performance.
We cannot make any predictions or projections as to what the prevailing market price for our common stock will be at any time, including as to whether our common stock will achieve or remain at levels at or near its offering price, or as to what effect the sale of shares or the availability of common stock for sale at any time will have on the prevailing market price.
18
Item 1B.
UNRESOLVED STAFF COMMENTS
None.
Item 3.
LEGAL PROCEEDINGS
On May 20, 2014, a local cooperative named Sociedad Cooperativa de Exploración Minera Mineros Norteños, S.C.L. ("Mineros Norteños") filed an action in the Local First Civil Court in the District of Morelos, State of Chihuahua, Mexico, against our subsidiary, Minera Metalin, claiming that Minera Metalin breached an agreement regarding the development of the Sierra Mojada Project. Mineros Norteños sought payment of the Royalty, including interest at a rate of 6% per annum since August 30, 2004, even though no revenue has been produced from the applicable mining concessions. It also sought payment of wages to the cooperative's members since August 30, 2004, even though none of the individuals were ever hired or performed work for Minera Metalin under this agreement and Minera Metalin never committed to hiring them. On January 19, 2015, the case was moved to the Third District Court (of Federal jurisdiction). On October 4, 2017, the court ruled that Mineros Norteños was time barred from bringing the case. Mineros Norteños has appealed this ruling. We and our Mexican legal counsel believe that it is unlikely that the court's ruling will be overturned. We have not accrued any amounts in our consolidated financial statements with respect to this claim. See Note 15 – Commitments and Contingencies to our consolidated financial statements.
On February 15, 2016, Messrs. Jaime Valdez Farias and Maria Asuncion Perez Alonso (collectively, "Valdez") filed an action before the Local First Civil Court of Torreon, State of Coahuila, Mexico, against our subsidiary, Minera Metalin, claiming that Minera Metalin had breached an agreement regarding the development of the Sierra Mojada Property. Valdez sought payment in the amount of $5.9 million for the alleged breach of the agreement. On April 28, 2016, Minera Metalin filed its response to the complaint, asserting various defenses, including that Minera Metalin terminated the agreement before the payment obligations arose and that certain conditions precedent to such payment obligations were never satisfied by Valdez. We and our Mexican legal counsel asserted all applicable defenses. In May 2017, a final judgment was entered finding for us, the defendant, acquitting us of all of the plaintiff's claims and demands. We did not accrue any amounts in our consolidated financial statements with respect to this claim. See Note 15 – Commitments and Contingencies to our consolidated financial statements.
Item 4.
MINE SAFETY DISCLOSURE
Not applicable.
19
PART II
Item 5.
MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
From May 2, 2011 to June 28, 2015, our common stock traded on the NYSE MKT or its predecessor stock exchange under the symbol "SVBL." On June 5, 2015, we announced our decision to voluntarily delist our shares of common stock from the NYSE MKT due to costs associated with the continued listing and NYSE MKT exchange rules regarding maintenance of a minimum share price. On June 29, 2015, our shares began trading on the OTCQB marketplace operated by OTC Markets Group. Since August 26, 2010, our common stock has been trading on the TSX under the symbol "SVB."
The following table sets forth the high and low sales prices of our common stock for each quarter during the fiscal years ended October 31, 2017, October 31, 2016, as well as through
January 16
, 2018, as reported by the NYSE MKT, OTCQB and the TSX. The sales prices on the OTCQB reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.
|
NYSE MKT/OTCQB
(SVBL)
|
Toronto
Stock Exchange
(SVB)
|
|||||||||||||||
|
High
|
Low
|
High
|
Low
|
|||||||||||||
|
($)
|
(CDN$)
|
|||||||||||||||
|
2018
|
||||||||||||||||
|
First Quarter (Through January 16, 2018)
|
$
|
0.23
|
0.08
|
0.29
|
0.10
|
|||||||||||
|
2017
|
||||||||||||||||
|
Fourth Quarter (October 31, 2017)
|
$
|
0.13
|
0.06
|
0.16
|
0.09
|
|||||||||||
|
Third Quarter (July 31, 2017)
|
0.10
|
0.06
|
0.13
|
0.08
|
||||||||||||
|
Second Quarter (April 30, 2017)
|
0.14
|
0.08
|
0.19
|
0.10
|
||||||||||||
|
First Quarter (January 31, 2017)
|
0.16
|
0.09
|
0.21
|
0.12
|
||||||||||||
|
2016
|
||||||||||||||||
|
Fourth Quarter (October 31, 2016)
|
$
|
0.21
|
0.10
|
0.28
|
0.15
|
|||||||||||
|
Third Quarter (July 31, 2016)
|
0.19
|
0.08
|
0.25
|
0.10
|
||||||||||||
|
Second Quarter (April 30, 2016)
|
0.14
|
0.03
|
0.18
|
0.04
|
||||||||||||
|
First Quarter (January 31, 2016)
|
0.06
|
0.02
|
0.08
|
0.04
|
||||||||||||
The closing price of our common stock as reported on
January 16
, 2018 on the OTCQB, was $0.22 per share.
Holders
As of January 16, 2018, there were 224 holders of record of our common stock. This does not include persons who hold our common stock in brokerage accounts or otherwise in "street name."
Dividends
We did not declare or pay cash or other dividends on our common stock during the last two fiscal years. We have no plans to pay any dividends in the foreseeable future.
20
Securities Authorized for Issuance Under Equity Compensation Plans
As of October 31, 2017, we had one active formal equity compensation plan, the 2010 Stock Option and Bonus Plan (the "2010 Plan"). The 2010 Plan was adopted by the board of directors in December 2009 and approved by the shareholders in April 2010. Under the 2010 Plan, the lesser of (i) 30,000,000 shares or (ii) 10% of the total shares outstanding will be reserved to be issued upon the exercise of options or the grant of stock bonuses. As of October 31, 2017, there are 19,925,996 shares reserved for issuance under the 2010 Plan. Options to acquire 12,780,000 shares of common stock are outstanding pursuant to the 2010 Plan, and 6,469,330 shares remain available for issuance under the plan. The 2006 Stock Option Plan (the "2006 Plan") was adopted by the board of directors in May 2006, and approved by the shareholders in July 2006. Five million shares of common stock were reserved for issuance under the 2006 Plan. As of October 31, 2017, options to acquire 14,286 shares of common stock are outstanding pursuant to the 2006 Plan. As of May 1, 2016, no additional shares remain available for issuance under the 2006 Plan.
The following table gives information about our common stock that may be issued upon the exercise of options, warrants and rights under our compensation plans as of October 31, 2017.
|
Plan Category
|
Number of securities to be issued upon exercise of outstanding options, warrants
and rights
|
Weighted average exercise
price of outstanding
options, warrants and rights
|
Number of securities
remaining available for
future issuance
|
|||
|
Equity compensation
plans approved by
security holders
|
12,794,286
(1)
|
$0.16
|
6,469,330
(2)
|
|||
|
Total
|
12,794,286
|
$0.16
|
6,469,330
|
| (1) |
Includes (i) options to acquire 14,286 shares of common stock under the 2006 Plan; and (ii) options to acquire 12,780,000 shares of common stock under the 2010 Plan.
|
| (2) |
Includes 6,469,330 shares of common stock available for issuance under the 2010 Plan.
|
Recent Sales of Unregistered Securities and Purchases of Equity Securities by the Issuer and Affiliated Purchasers
Recent Sales of Unregistered Securities
On July 10, 2017 and August 3, 2017, we completed a private placement of an aggregate of 21,365,000 units at a purchase price of $CDN 0.08 per unit (the "$CDN 0.08 Unit") for aggregate gross proceeds of approximately $1,331,000 ($CDN 1,709,000). Each $CDN 0.08 Unit consists of one share of our common stock and one warrant (the "$CDN 0.08 Warrant"). Each $CDN 0.08 Warrant entitles the holder thereof to acquire one share of common stock at a price of $CDN 0.13 for a period of 24 months from the closing of the private placement. We paid a 7% finder's fee totaling $78,169 to agents with respect to certain purchasers who were introduced by these agents. In addition, the agents received 1,259,300 non-transferable warrants (the "2017 Agent's Warrants"). Each 2017 Agent's Warrant entitles the agent to acquire one share of common stock at a price of $CDN 0.10 for a period of 24 months from the closing of the private placement. The Company relied on the exemption from registration under Section 4(a)(2) of the Securities Act or Rule 506 of Regulation D, or Regulation S, for purposes of the $CDN 0.08 Unit private placement.
Purchases of Equity Securities by the Company and Affiliated Purchasers
No purchases of equity securities were made by or on behalf of Silver Bull or any "affiliated purchaser" within the meaning of Rule 10b-18 under the Exchange Act during the period covered by this report.
Item 6.
SELECTED FINANCIAL DATA
Not applicable.
21
Item 7.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Business Overview
Silver Bull, incorporated in Nevada, is an exploration stage company, engaged in the business of mineral exploration. Our primary objective is to define sufficient mineral reserves on the Sierra Mojada Property to justify the development of a mechanized mining operation. We conduct our operations in Mexico through our wholly-owned Mexican subsidiaries, Minera Metalin and Contratistas, and through Minera Metalin's wholly-owned subsidiary, Minas. However, as noted above, we have not established any reserves at the Sierra Mojada Property, and are in the exploration stage and may never enter the development or production stage.
Our principal office is located at 777 Dunsmuir Street, Suite 1610, Vancouver, BC, Canada V7Y 1K4, and our telephone number is 604-687-5800.
Current Year Developments
2017 Private Placements
In July and August 2017, we raised gross proceeds of $1,331,000 in a private placement of units consisting of one share of common stock and one common stock purchase warrant as described below in the "Material Changes in Financial Condition; Liquidity and Capital Resources" section.
Sierra Mojada Property
At the beginning of 2017, our board of directors approved a calendar year 2017 budget of $0.6 million for the Sierra Mojada Property. As a result of completion of the private placement in July and August 2017, our board approved an updated budget for the Sierra Mojada Property in September 2017. Our updated exploration budget for the Sierra Mojada Property for the period from September 2017 to December 2017 was $0.4 million compared to $0.1 million in the original budget. The updated exploration budget was focused on the drilling program described below, maintaining our property concessions and continuing to internally investigate the potential for a high grade underground zinc oxide mine and a small silver open-pit targeting the "at-surface" silver mineralization with a small project with a low strip ratio.
Drilling
During the year ended October 31, 2017 we completed a surface drilling program of 3,270 meters
targeting deep structures underneath the main zone of mineralization. Although no significant high grade mineralization was intercepted in these five holes drilled, zones up to 460 meters of silica alteration resulting in total replacement of the original country rock with silica in places were intercepted. In addition, during the twelve months ended October 31, 2017 we completed 650 meters of underground drilling to test the continuity along strike and down depth of a newly identified sulphide zone and a previously identified sulphide zone. See "Sierra Mojada Project – Drilling" above for additional information.
2018 Exploration Program
As discussed in the "Material Changes in Financial Condition; Liquidity and Capital Resources" section below we have approved a calendar year 2018 capital budget of $0.7 million for the Sierra Mojada Property. The focus of the 2018 calendar year program is
1,200
meters of underground drilling focused on the sulphide targets discussed previously and maintaining our property concessions
.
Results of Operations
Fiscal Year Ended October 31, 2017 Compared to Fiscal Year Ended October 31, 2016
For the fiscal year ended October 31, 2017, we reported a consolidated net loss of $2,054,000 or approximately $0.01 per share, compared to a consolidated net loss of $2,235,000 or approximately $0.01 per share during the fiscal year ended October 31, 2016. The $181,000 decrease in the consolidated net loss was primarily due to a $214,000 decrease in exploration and property holding costs and a $29,000 decrease
in general and administrative expenses
which was partially offset by $25,000 in other income in the 2017 fiscal year compared to $94,000 in other income in the 2016 fiscal year as described below.
22
Exploration and Property Holding Costs
Exploration and property holding costs decreased $214,000 to $913,000 in the 2017 fiscal year from $1,127,000 in the 2016 fiscal year. This was mainly due to a $589,000 concession impairment as we decided to reduce our concession holdings in Sierra Mojada, Mexico during the 2016 fiscal year which was partially offset by a $385,000 increase in the exploration and property holding costs due to the drilling program discussed previously.
General and Administrative Costs
General and administrative expenses decreased $29,000 to $1,164,000 in the 2017 fiscal year from $1,193,000 in the 2016 fiscal year as described below.
Personnel costs increased $79,000 to $549,000 in the 2017 fiscal year from $470,000 in the 2016 fiscal year. This increase was mainly due to a temporary 30% reduction in certain employees' salary during a portion of the 2016 fiscal year and a $29,000 increase in stock-based compensation expense as a result of stock options vesting in the 2017 fiscal year having a higher fair value than stock options vesting in the 2016 fiscal year.
Office and administrative expenses decreased $27,000 to $345,000 in the 2017 fiscal year from $372,000 in the 2016 fiscal year. This decrease was mainly due to a decrease in corporate office rental expenses as a result of our corporate office move in July 2016.
Professional services decreased $50,000 to $162,000 in the 2017 fiscal year from $212,000 in the 2016 fiscal year.
This decrease is mainly due to a decrease in accounting fees.
Directors' fees increased $39,000 to $177,000 in the 2017 fiscal year as compared to $138,000 for the 2016 fiscal year. This increase was primarily due to a temporary 30% reduction in director' fees during a portion of the 2016 fiscal year and a $30,000 increase in stock-based compensation as a result of stock options vesting in the 2017 fiscal year having a higher fair value than stock options vesting in the 2016 fiscal year.
We recorded an $70,000 recovery of uncollectible VAT from Gabon and Mexico for the 2017 fiscal year as compared to a $2,000 provision for uncollectible VAT in the 2016 fiscal year. The allowance for uncollectible taxes in Mexico was estimated by management based upon a number of factors, including the length of time the returns have been outstanding, responses received from tax authorities, general economic conditions in Mexico and estimated net recovery after commissions.
Other Income (Expenses)
We recorded other income of $25,000 in the other income in the 2017 fiscal year as compared to other income of $94,000 in the 2016 fiscal year.
The significant factors contributing to other income in the 2017 fiscal year was a $130,000 gain on liquidation of subsidiary and a $100,000 expense from change in fair value of warrant derivative liability. The $130,000 gain on liquidation of subsidiary was due to a realized foreign currency translation gain as a result of our liquidation of our Gabonese subsidiary, African Resources SARL Gabon on May 5, 2017. The $100,000 expense from change in fair value of warrant derivative liability was due to on increase in the value of warrants with $CDN exercise prices issued to subscribers and agents in our private placements.
The other income in the 2016 fiscal year was primarily the result of a $133,000 gain on the sale of office and mining equipment at the Sierra Mojada Property (included in miscellaneous income), which was partially offset by a $38,000 foreign currency transaction loss.
Material Changes in Financial Condition; Liquidity and Capital Resources
2017 Private Placement
On July 10 and August 3, 2017, we completed a private placement of 21,365,000 units at a purchase price of $CDN 0.08 per unit (the "$CDN 0.08 Unit") for aggregate gross proceeds of $1,331,000 ($CDN 1,709,000). Each $CDN 0.08 Unit consists of one share of our common stock and one warrant (the "$CDN 0.08 Warrant"). Each $CDN 0.08 Warrant entitles the holder thereof to acquire one share of common stock at a price of $CDN 0.13 for a period of 24 months from the closing of the private placement. We paid a 7% finder's fee totaling $78,000 to agents with respect to certain purchasers who were introduced by these agents. In addition, the agents received 1,259,300 non-transferable warrants (the "2017 Agent's Warrants"). Each 2017 Agent's Warrant entitles the placement agents to acquire one share of common stock at a price of $CDN 0.10 for a period of 24 months from the closing of the private placement. The fair value of the 2017 Agent's Warrants was determined to be $13,000, and we incurred other offering costs of approximately $93,000.
23
Cash Flows
During the 2017 fiscal year, we primarily utilized cash and cash equivalents to fund exploration activities at the Sierra Mojada Property
and for general and administrative expenses. In addition, we received net proceeds of $1,231,000
from the private placement. As a result of the net cash expenditures on exploration activities and general and administrative expenses, which was partially offset by net cash proceeds received from the private placements, cash and cash on hand decreased from $1,467,000 at October 31, 2016 to $682,000 at October 31, 2017.
Cash flows used in operations for the 2017 fiscal year was $2,024,000 as compared to $1,485,000 in the 2016 fiscal year. This increase was mainly due to the increased exploration work at the Sierra Mojada Property.
Cash flows provided by investing activities for the 2017 fiscal year was $nil. Cash flows provided by investing activities in the 2016 fiscal year was $141,000 in proceeds from the sale of office and mining equipment.
Cash flows provided by financing activities for the 2017 fiscal year was $1,231,000 as compared to $1,881,000 in the 2016 fiscal year. The cash flows provided by financing activities in the 2017 fiscal year was due to the private placement we completed and the cash flows provided by financing activities in the 2016 fiscal year was due to private placements we completed and warrants exercised in the 2016 fiscal year.
Capital Resources
As of October 31, 2017, we had cash and cash equivalents of $682,000 and working capital of $158,000 as compared to cash and cash equivalents of $1,467,000 and working capital of $1,249,000 as of October 31, 2016. The decrease in our liquidity and working capital was primarily the result of the exploration activities at the Sierra Mojada Property and general and administrative expenses, which was partially offset by the private placement we completed.
Since our inception in November 1993, we have not generated revenue and have incurred a deficit of $122,335,000. Accordingly, we have not generated cash flows from operations, and since inception we have relied primarily upon proceeds from private placements and registered direct offerings of our equity securities and warrant exercises as the primary sources of financing to fund our operations.
As of October 31, 2017, we had working capital of $158,000 and cash and cash equivalents of $682,000. Based on our limited working capital and cash and cash equivalents, and history of losses prior to management's plan discussed below there is substantial doubt as to whether our existing cash resources and working capital are sufficient to enable us to continue our operations for the next 12 months as a going concern. Management plans to pursue one of or a combination of the following
possible financing and strategic options not limited to: obtaining adequate equity financing including warrant exercises and joint venture opportunities on the Sierra Mojada Property
(including farmout agreements, exploration and development agreements or similar transactions). Management has successfully pursued certain of these options previously and believes they alleviate the substantial doubt discussed previously. However, there is no assurance that we will be suc
cessful in pursuing these plans.
Any future additional financing in the near term will likely be in the form of the issuance of equity interests, which will result in dilution to our existing shareholders.
Moreover, we may incur significant fees and expenses in the pursuit of a financing or other strategic transaction, which will increase the rate at which our limited cash and working capital is depleted.
Capital Requirements and Liquidity; Need for Additional Funding
Our management and board of directors monitor our overall costs, expenses, and financial resources and, if necessary, will adjust our planned operational expenditures in an attempt to ensure we have sufficient operating capital. We continue to evaluate our costs and planned expenditures, including for our Sierra Mojada Property as discussed below. As noted above, however, if we are unable to obtain adequate additional financial resources, there is substantial doubt as to whether our existing cash resources and working capital are sufficient to enable us to continue our operations for the next 12 months as a going concern.
The continued exploration of the Sierra Mojada Property will require significant amounts of additional capital.
In January 2018, our board of directors approved a calendar year 2018 budget of
$0.7 million for the Sierra Mojada Property and a $1.0
million budget for general and administrative expenses. As of December 31, 2017, we had approximately $0.3 million in cash and cash equivalents.
We do not currently have sufficient cash on hand to undertake our proposed budget. We will continue to evaluate our ability to obtain additional financial resources, and we will attempt to reduce expenditures on the Sierra Mojada Property and general and administrative costs if we determine that additional financial resources are unavailable or available on terms that we determine are unacceptable. However, it may not be possible to reduce costs, and even if we are successful in reducing costs, we still may not be able to continue operations for the next 12 months as a going concern. If
we are unable to fund future operations by obtaining additional financial resources, including through public or private offerings of equity, we do not expect to have sufficient available cash and cash equivalents to continue our operations for the next 12 months as a going concern. Debt or equity financing may not be available to us on acceptable terms, if at all. Equity financing, if available, will likely result in substantial dilution to existing shareholders.
Moreover, the continued exploration and if warranted, development, of the Sierra Mojada Property ultimately will require us to raise significant additional capital or identify a strategic partner.
We also continue to pursue efforts to achieve a strategic transaction. These efforts may result in a joint venture with a third party with respect to the Sierra Mojada Property (such as a farmout agreement, exploration and development agreement or similar transaction), asset divestiture, sale or merger of Silver Bull or some other strategic transaction. However, there is no assurance that we will be successful pursuing these strategic options.
24
Off-Balance Sheet Arrangements
We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our shareholders.
Recent Accounting Pronouncements Adopted in the Fiscal Year Ended October 31, 2017
Effective February 1, 2017 we adopted the Financial Accounting Standards Board's ("FASB") Accounting Standards Update ("ASU") 2017-04, "Simplifying the Test for Goodwill Impairment (Topic 350): Intangibles—Goodwill and Other," which simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. The adoption of this update did not have a material impact on our financial position, results of operations or cash flows and disclosures.
Effective November 1, 2016, we adopted the FASB's ASU 2015-16, "Simplifying the Accounting for Measurement-Period Adjustments," which eliminates the requirement for an acquirer to retrospectively adjust the financial statements for measurement-period adjustments that occur in periods after a business combination is consummated. The adoption of this update did not have a material impact on our financial position, results of operations or cash flows and disclosures.
Effective November 1, 2016, we adopted the FASB's ASU 2015-03, "Simplifying the Presentation of Debt Issuance Costs," which requires that debt issuance costs related to a recognized debt liability be presented as a reduction to the carrying amount of that debt liability, not as an asset. The adoption of this update did not have a material impact on our financial position, results of operations or cash flows and disclosures.
Effective November 1, 2016, we adopted the FASB's ASU 2015-02, "Consolidation (Topic 810): Amendments to the Consolidation Analysis," which amends the consolidation requirements in Accounting Standards Codification 810. The adoption of this update did not have a material impact on our financial position, results of operations or cash flows and disclosures.
Effective November 1, 2016, we adopted the FASB issued ASU 2014-15, "Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties About an Entity's Ability To Continue as a Going Concern." ASU 2014-15 is intended to define management's responsibility to evaluate whether there is substantial doubt about an organization's ability to continue as a going concern and to provide related footnote disclosures. The update provides guidance to an organization's management, with principles and definitions that are intended to reduce diversity in the timing and content of disclosures that are commonly provided by organizations today in the financial statement footnotes. The adoption of this update did not have a material impact on our financial position, results of operations or cash flows and disclosures.
Recent Accounting Pronouncements Not Yet Adopted
In January 2017, the FASB issued ASU 2017-01, "Business Combinations (Topic 805): Clarifying the Definition of a Business," which clarifies the definition of a business to assist entities in the evaluation of acquisitions and disposals of assets or businesses. These changes become effective for our fiscal year beginning November 1, 2018. At this time, we have not determined the effects of this update on our financial position, results of operations or cash flows and disclosures.
In November 2016, the FASB issued ASU 2016-18, "Statement of Cash Flows (Topic 230): Restricted Cash," which will require entities to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. These changes become effective for our fiscal year beginning November 1, 2018. At this time, we have not determined the effects of this update on our financial position, results of operations or cash flows and disclosures.
In August 2016, the FASB issued ASU 2016-15, "Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments," which provides guidance on presentation and classification of certain cash receipts and payments in the statement of cash flows. These changes become effective for our fiscal year beginning November 1, 2018. At this time, we have not determined the effects of this update on our financial position, results of operations or cash flows and disclosures.
In March 2016, the FASB issued ASU 2016-09, "Improvements to Employee Share-Based Payment Accounting," which amends several aspects of the accounting for share-based payment transactions, including income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. These changes become effective for our fiscal year beginning November 1, 2017. At this time, we have not determined the effects of this update on our financial position, results of operations or cash flows and disclosures.
In February 2016, the FASB issued ASU 2016-02, "Leases," which will require lessees to recognize assets and liabilities for the rights and obligations created by most leases on the balance sheet. These changes become effective for our fiscal year beginning November 1, 2019. Modified retrospective adoption for all leases existing at, or entered into after, the date of initial application, is required with an option to use certain transition relief. At this time, we have not determined the effects of this update on our financial position, results of operations or cash flows and disclosures.
25
In January 2016, the FASB issued ASU 2016-01, "Financial Instruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities," which (i) requires equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income, (ii) requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, (iii) requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset, and (iv) eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost. These changes become effective for our fiscal year beginning November 1, 2018. Early application is permitted. At this time, we have not determined the effects of this update on our financial position, results of operations or cash flows and disclosures.
In November 2015, the FASB issued ASU 2015-17, "Balance Sheet Classification of Deferred Taxes," which requires entities with a classified balance sheet to present all deferred tax assets and liabilities as noncurrent. These changes become effective for our fiscal year beginning November 1, 2017. Early application is permitted. At this time, we have not determined the effects of this update on our financial position, and disclosures.
In August 2015, the FASB issued ASU 2015-14, "Deferral of the Effective Date," which defers the effective date of ASU 2014-09, "Revenue from Contracts with Customers" to become effective for our fiscal year beginning November 1, 2018.
At this time, w
e have not determined the effects of this update on our financial position, results of operations or cash flows and
disclosures at this time.
Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force) and the SEC did not or are not believed to have a material impact on our present or future consolidated financial statements.
Critical Accounting Policies and Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires us to establish accounting policies and make estimates and assumptions that affect our reported amounts of assets and liabilities at the date of the consolidated financial statements. These financial statements include some estimates and assumptions that are based on informed judgments and estimates of management. We evaluate our policies and estimates on an ongoing basis and discuss the development, selection and disclosure of critical accounting policies with the Audit Committee of the Board of Directors. Predicting future events is inherently an imprecise activity and as such requires the use of judgment. Our consolidated financial statements may differ based upon different estimates and assumptions.
We discuss our significant accounting policies in Note 2, Summary of Significant Accounting Policies, to our consolidated financial statements. Our significant accounting policies are subject to judgments and uncertainties that affect the application of such policies. We believe these consolidated financial statements include the most likely outcomes with regard to amounts that are based on our judgment and estimates. Our consolidated financial position and results of operations may be materially different when reported under different conditions or when using different assumptions in the application of such policies. In the event estimates or assumptions prove to be different from the actual amounts, adjustments are made in subsequent periods to reflect more current information. We believe the following accounting policies are critical to the preparation of our consolidated financial statements due to the estimation process and business judgment involved in their application:
Use of Estimates
The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates based on assumptions about future events that affect the amounts reported in the consolidated financial statements and related notes to the consolidated financial statements. Actual results could differ from those estimates. Estimates and assumptions are reviewed on an ongoing basis based on historical experience and other factors that are considered to be relevant under the circumstances. Revisions to estimates and assumptions are accounted for prospectively.
Significant areas involving the use of estimates include determining the allowance for uncollectible taxes, evaluating recoverability of property concessions, evaluating impairment of long-lived assets, evaluating impairment of goodwill, establishing a valuation allowance on future use of deferred tax assets, calculating a valuation for stock option liability, calculating a valuation for warrant derivative liability and calculating stock-based compensation.
26
Property Concessions
Property concessions acquisition costs are capitalized when incurred and will be amortized using the units of production method following the commencement of production. If a property concession is subsequently abandoned or impaired, any capitalized costs will be expensed in the period of abandonment or impairment. To date, no property concessions have reached the production stage.
Acquisition costs include cash consideration and the fair market value of shares issued on the acquisition of property concessions.
Exploration Costs
Exploration costs incurred are expensed to the date of establishing that costs incurred are economically recoverable. Exploration expenditures incurred subsequent to the establishment of economic recoverability are capitalized and included in the carrying amount of the related property. To date, we have not established the economic recoverability of our exploration prospects; therefore, all exploration costs are being expensed.
Impairment of Long-Lived Assets
We review and evaluate our long-lived assets for impairment when events and changes in circumstances indicate that the related carrying amounts of our assets may not be recoverable. Impairment is considered to exist if the future cash flows on an undiscounted basis are less than the carrying amount of the long-lived asset. An impairment loss is measured and recorded based on the difference between book value and fair value of the asset group. In estimating future cash flows, assets are grouped at the lowest level for which there is identifiable cash flows that are largely independent of cash flows from other asset groups. In estimating future cash flows, we estimate the price that would be received to sell an asset group in an orderly transaction between market participants at the measurement date. Significant factors that impact this price include the price of silver and zinc, and general market conditions for exploration companies, among other factors.
Assets Held for Sale
Office and mining equipment is classified as held for sale when the following conditions are met: (i) assets (or group of assets) are actively marketed for a price which reasonably approximates the fair value at the time of sale; (ii) management has committed to a plan to sell the assets (or group of assets); (iii) the assets (or group of assets) are available for sale in their current condition; and (iv) sale is probable within the next 12 months.
Goodwill
Goodwill is the purchase premium after adjusting for the fair value of net assets acquired. We test goodwill for impairment at the reporting unit level at least annually, or more frequently if events or changes in circumstances indicate that the assets may be impaired. Goodwill impairment tests require judgment, including the identification of reporting units, assignment of assets and liabilities to reporting units, assignment of goodwill to reporting units, and determination of the fair value of each reporting unit. We perform our annual goodwill impairment tests at April 30
th
of each fiscal year.
Income Taxes
We follow the asset and liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are determined based on temporary differences between the tax basis and accounting basis of the assets and liabilities measured using tax rates enacted at the balance sheet date. We recognize the tax benefit from uncertain tax positions only if it is at least "more likely than not" that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement with the taxing authorities. This accounting standard also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods and disclosure.
A valuation allowance is recorded against deferred tax assets if management does not believe we have met the "more likely than not" standard imposed by this guidance to allow recognition of such an asset. Management recorded a full valuation allowance at October 31, 2017 and October 31, 2016 against the deferred tax assets as it deems future realization would not meet the "more likely than not" criteria.
27
Warrant Derivative liability
We classified warrants on our balance sheet as a derivative liability which is fair valued at each reporting period subsequent to the initial issuance as our functional currency is the U.S. Dollar and the exercise price of the warrants is the $CDN. We have used the Black-Scholes pricing model to value the warrants that do not have an acceleration feature and have used the Monte Carlo valuation model to value the warrants that do have an acceleration feature. Determining the appropriate fair-value model and calculating the fair value of warrants requires considerable judgment. Any change in the estimates used may cause the value to be higher or lower than that reported. The estimated volatility of our common stock at the date of issuance, and at each subsequent reporting period, is based on our historical volatility adjusted to reflect implicit discount to historical volatilities observed in the prices of traded warrants. The risk-free interest rate is based on rates published by the government for bonds with a maturity similar to the expected remaining life of the warrants at the valuation date. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend yield is expected to be none as we have not paid dividends nor do we anticipate paying any dividend in the foreseeable future.
The derivative is not traded in an active market and the fair value is determined using valuation techniques. The estimates may be significantly different from those recorded in the consolidated financial statements because of the use of judgment and the inherent uncertainty in estimating the fair value of these instruments that are not quoted in an active market. All changes in the fair value are recorded in the consolidated statement of operations and comprehensive loss each reporting period
Stock-Based Compensation
We use the Black-Scholes pricing model as a method for determining the estimated fair value for all stock options awarded to employees, officers, directors and consultants. The expected term of the options is based upon evaluation of historical and expected future exercise behavior. The risk-free interest rate is based upon U.S. Treasury rates at the date of grant with maturity dates approximately equal to the expected life of the options. Volatility is determined based upon historical volatility of our stock and adjusted if future volatility is expected to vary from historical experience. The dividend yield is assumed to be none as we have not paid dividends nor do we anticipate paying any dividends in the foreseeable future. We use the graded vesting attribution method to recognize compensation costs over the requisite service period.
Foreign Currency Translation
During the fiscal years ended October 31, 2017 and October 31, 2016, the functional currency of Silver Bull Resources, Inc. and our subsidiaries is the U.S. dollar except for the Gabonese subsidiaries whose functional currency is the CFA.
During the fiscal years ended October 31, 2017 and October 31, 2016, our Mexican operations' monetary assets and liabilities were translated into U.S. dollars at the period-end exchange rate and non-monetary assets and liabilities were translated using the historical exchange rate. Our Mexican operations' revenue and expenses were translated at the average exchange rate during the period except for depreciation of office and mining equipment, cost of office and mining equipment sold and impairment of property concessions which are translated using the historical exchange rate. Foreign currency translation gains and losses of our Mexican operations are included in the consolidated statements of operations.
During the fiscal years ended October 31, 2017 and October 31, 2016, assets and liabilities of our Gabonese operations were translated into U.S. dollars at the period-end exchange rate, and revenue and expenses were translated at the average exchange rate during the period. Exchange differences arising on translation were disclosed as a separate component of stockholders' equity. Realized gains and losses from foreign currency transactions were reflected in the results of operations. Upon the liquidation of African Resources, we reclassified certain amount from other comprehensive income to gain on liquidation of subsidiary in the consolidated statements of operations and comprehensive loss.
Accounting for Loss Contingencies and Legal Costs
From time to time, we are named as a defendant in legal actions arising from our normal business activities. We record an accrual for the estimated loss from a loss contingency when information available prior to issuance of our financial statements indicates that it is probable that a liability has been incurred at the date of the financial statements and the amount of the loss can be reasonably estimated. Disclosure of a loss contingency is made by Silver Bull Resources, Inc. if there is at least a reasonable possibility that a loss has been incurred, and either an accrual has not been made or an exposure to loss exists in excess of the amount accrued. In cases where only disclosure of the loss contingency is required, either the estimated loss or a range of estimated loss is disclosed or it is stated that an estimate cannot be made. Legal costs incurred in connection with loss contingencies are considered period costs and accordingly are expensed in the period services are provided.
Item 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
28
Item 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See "Index to Consolidated Financial Statements" following the signature page of this Annual Report on Form 10-K.
Item 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
Item 9A.
CONTROLS AND PROCEDURES
(a)
Evaluation of Disclosure Controls and Procedures
As of October 31, 2017, we have carried out an evaluation under the supervision of, and with the participation of our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Based on the evaluation as of October 31, 2017, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) were effective.
Our disclosure controls and procedures are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
(b)
Management's Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as that term is defined in Rule 13a-15(f) under the Exchange Act. Under the supervision and with the participation of our management, including our principal executive and principal financial officers, we assessed, as of October 31, 2017, the effectiveness of our internal control over financial reporting. This assessment was based on criteria established in the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our assessment using those criteria, management concluded that our internal control over financial reporting as of October 31, 2017 was effective.
Internal control over financial reporting is defined as a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our board of directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that:
| · |
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
|
| · |
provide reasonable assurance that transactions are recorded as necessary to permit the preparation of financial statements in accordance with U.S. generally accepted accounting principles and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
|
| · |
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.
|
A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the internal control system are met. Because of the inherent limitations of any internal control system, no evaluation of controls can provide absolute assurance that all control issues, if any, within a company have been detected.
(c)
Changes in
Internal Controls over Financial Reporting
There were no changes in our internal control over financial reporting during the fiscal year ended October 31, 2017 that materially affected, or were reasonably likely to materially affect, our internal control over financial reporting.
29
PART III
Item 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
For information regarding our executive officers, see "
Items 1 and 2: Business and Properties – Executive Officers of Silver Bull Resources
."
Information relating to this item will be included in an amendment to this report or in the proxy statement for our 2018 annual shareholders meeting and is incorporated by reference in this report.
We have adopted a Code of Ethics that applies to all of our directors and employees, including our principal executive officer, principal financial officer, principal accounting officer, and those of our officers performing similar functions. The full text of our Code of Ethics can be found on the Corporate Governance page of our website – at
http://www.silverbullresources.com/s/corporate_governance.asp
. In the event our board approves an amendment to or waiver from any provision of our Code of Ethics, we will disclose the required information pertaining to such amendment or waiver on our website.
Item 11.
EXECUTIVE COMPENSATION
Information relating to this item will be included in an amendment to this report or in the proxy statement for our 2018 annual shareholders meeting and is incorporated by reference in this report.
Item 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Information relating to this item will be included in an amendment to this report or in the proxy statement for our 2018 annual shareholders meeting and is incorporated by reference in this report.
Item 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Information relating to this item will be included in an amendment to this report or in the proxy statement for our 2018 annual shareholders meeting and is incorporated by reference in this report.
Item 14.
PRINCIPAL ACCOUNTING FEES AND SERVICES
Information relating to this item will be included in an amendment to this report or in the proxy statement for our 2018 annual shareholders meeting and is incorporated by reference in this report.
30
PART IV
Item 15.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
Financial Statements and Financial Statement Schedules
See "Index to Consolidated financial statements" on page F-1.
|
Incorporated by Reference
|
||||||||||
|
Exhibit Number
|
Exhibit Description
|
Form
|
Date of Report
|
Exhibit
|
Filed Herewith
|
|||||
|
|
||||||||||
|
|
||||||||||
31
* The following financial information from Silver Bull Resources, Inc.'s Annual Report on Form 10-K for the fiscal year ended October 31, 2017, formatted in XBRL (Extensible Business Reporting Language): Consolidated Balance Sheets, Consolidated Statements of Operations and Comprehensive Loss, Consolidated Statement of Stockholders' Equity, Consolidated Statements of Cash Flows
+ Indicates a management contract or compensatory plan or arrangement.
(1) Filed herewith under Items 1 and 2 – Business and Properties.
32
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.
|
SILVER BULL RESOURCES, INC.
|
|||
|
Date: January 16, 2018
|
By:
|
/s/ Timothy Barry
|
|
|
Timothy Barry,
|
|||
|
President and Chief Executive Officer
|
|||
|
(Principal Executive Officer)
|
|||
|
Date: January 16, 2018
|
By:
|
/s/ Sean Fallis
|
|
|
Sean Fallis,
|
|||
|
Chief Financial Officer
|
|||
|
(Principal Financial Officer and Principal Accounting Officer)
|
|||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
|
Date: January 16, 2018
|
By:
|
/s/ Timothy Barry
|
|
|
Timothy Barry,
|
|||
|
President and Chief Executive Officer and Director
|
|||
|
Date: January 16, 2018
|
By:
|
/s/ Brian Edgar
|
|
|
Brian Edgar,
|
|||
|
Director
|
|||
|
Date: January 16, 2018
|
By:
|
/s/ Daniel Kunz
|
|
|
Daniel Kunz,
|
|||
|
Director
|
|||
|
Date: January 16, 2018
|
By:
|
/s/ John McClintock
|
|
|
John McClintock,
|
|||
|
Director
|
33
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
SILVER BULL RESOURCES, INC.
(An Exploration Stage Company)
|
PAGE NO.
|
||
|
Report of Independent Registered Public Accounting Firm
|
F-2
|
|
|
Consolidated Financial Statements:
|
||
|
Consolidated Balance Sheets
|
F-3
|
|
|
Consolidated Statements of Operations and Comprehensive Loss
|
F-4
|
|
|
Consolidated Statements of Cash Flows
|
F-5 – F-6
|
|
|
Consolidated Statement of Changes in Stockholders' Equity
|
F-7
|
|
|
Notes to Consolidated Financial Statements
|
F-8 – F-23
|
[The balance of this page has been intentionally left blank.]
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of Silver Bull Resources, Inc.:
We have audited the accompanying consolidated balance sheets of Silver Bull Resources, Inc. (an exploration stage company) as of October 31, 2017 and 2016, and the related consolidated statements of operations and comprehensive loss, stockholders' equity, and cash flows for the years then ended. These 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 conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Silver Bull Resources, Inc. (an exploration stage company) as of October 31, 2017 and 2016, and the results of its operations and its cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles.
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has suffered recurring losses, and has a lack of sufficient working capital. This raises substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters also are discussed in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Smythe LLP
Smythe LLP, Chartered Professional Accountants
Vancouver, Canada
January 16, 2018
F-2
SILVER BULL RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
|
October 31,
2017
|
October 31,
2016
|
|||||||
|
ASSETS
|
||||||||
|
CURRENT ASSETS
|
||||||||
|
Cash and cash equivalents
|
$
|
681,776
|
$
|
1,467,328
|
||||
|
Value-added tax receivable, net of allowance for uncollectible taxes of $67,729 and $88,283 respectively (Note 3)
|
156,997
|
117,276
|
||||||
|
Other receivables
|
5,245
|
4,652
|
||||||
|
Prepaid expenses and deposits
|
116,836
|
116,271
|
||||||
|
Assets held for sale (Note 4)
|
—
|
21,283
|
||||||
|
Total Current Assets
|
960,854
|
1,726,810
|
||||||
|
Office and mining equipment, net (Note 5)
|
208,755
|
226,301
|
||||||
|
Property concessions (Note 6)
|
5,004,386
|
5,004,386
|
||||||
|
Goodwill (Note 7)
|
2,058,031
|
2,058,031
|
||||||
|
TOTAL ASSETS
|
$
|
8,232,026
|
$
|
9,015,528
|
||||
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||
|
CURRENT LIABILITIES
|
||||||||
|
Accounts payable
|
$
|
138,130
|
$
|
133,274
|
||||
|
Accrued liabilities and expenses (Note 8)
|
313,058
|
334,297
|
||||||
|
Income tax payable
|
4,780
|
10,623
|
||||||
|
Stock option liability (Note 11)
|
5,194
|
—
|
||||||
|
Warrant derivative liability (Note 12)
|
341,717
|
—
|
||||||
|
Total Current Liabilities
|
802,879
|
478,194
|
||||||
|
COMMITMENTS AND CONTINGENCIES (Notes 1, 9 and 15)
|
||||||||
|
STOCKHOLDERS' EQUITY (Notes 9, 10, 11 and 12)
|
||||||||
|
Common stock, $0.01 par value; 300,000,000 shares authorized,
199,259,967 and 177,894,967 shares issued and outstanding, respectively
|
1,992,599
|
1,778,949
|
||||||
|
Additional paid-in capital
|
127,679,664
|
126,820,897
|
||||||
|
Accumulated deficit
|
(122,335,364
|
)
|
(120,281,820
|
)
|
||||
|
Other comprehensive income
|
92,248
|
219,308
|
||||||
|
Total Stockholders' Equity
|
7,429,147
|
8,537,334
|
||||||
|
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
|
$
|
8,232,026
|
$
|
9,015,528
|
||||
The accompanying notes are an integral part of these consolidated financial statements.
F-3
SILVER BULL RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
|
Years Ended October 31,
|
||||||||
|
2017
|
2016
|
|||||||
|
REVENUES
|
$
|
—
|
$
|
—
|
||||
|
EXPLORATION AND PROPERTY HOLDING COSTS
|
||||||||
|
Exploration and property holding costs
|
874,055
|
488,957
|
||||||
|
Depreciation, asset and property concessions' impairment (Notes 4 and 6)
|
38,829
|
638,264
|
||||||
|
TOTAL EXPLORATION AND PROPERTY HOLDING COSTS
|
912,884
|
1,127,221
|
||||||
|
GENERAL AND ADMINISTRATIVE EXPENSES
|
||||||||
|
Personnel
|
549,094
|
469,555
|
||||||
|
Office and administrative
|
345,243
|
372,223
|
||||||
|
Professional services
|
162,090
|
211,925
|
||||||
|
Directors' fees
|
177,174
|
137,607
|
||||||
|
(Recovery of) provision for uncollectible value-added taxes (Note 3)
|
(69,981
|
)
|
1,726
|
|||||
|
TOTAL GENERAL AND ADMINISTRATIVE EXPENSES
|
1,163,620
|
1,193,036
|
||||||
|
LOSS FROM OPERATIONS
|
(2,076,504
|
)
|
(2,320,257
|
)
|
||||
|
OTHER INCOME
|
||||||||
|
Interest and investment income
|
3,933
|
998
|
||||||
|
Interest and finance costs (Note 9)
|
(2,502
|
)
|
(2,393
|
)
|
||||
|
Foreign currency transaction gain (loss)
|
116
|
(37,949
|
)
|
|||||
|
Change in fair value of stock option liability (Note 11)
|
6,921
|
—
|
||||||
|
Change in fair value of warrant derivative liability (Note 12)
|
(100,020
|
)
|
—
|
|||||
|
Gain on liquidation of subsidiary (Note 1)
|
129,781
|
—
|
||||||
|
Warrant issuance costs (Note 10)
|
(18,819
|
)
|
—
|
|||||
|
Miscellaneous income (Note 5)
|
5,417
|
133,825
|
||||||
|
TOTAL OTHER INCOME
|
24,827
|
94,481
|
||||||
|
LOSS BEFORE INCOME TAXES
|
(2,051,677
|
)
|
(2,225,776
|
)
|
||||
|
INCOME TAX EXPENSE (Note 13)
|
1,867
|
9,108
|
||||||
|
NET LOSS
|
(2,053,544
|
)
|
(2,234,884
|
)
|
||||
|
OTHER COMPREHENSIVE INCOME (LOSS)
|
||||||||
|
Foreign currency translation adjustments
|
2,367
|
(253
|
)
|
|||||
|
Realized foreign currency translation gain on liquidation of subsidiary
|
(129,427
|
)
|
—
|
|||||
|
TOTAL OTHER COMPREHENSIVE LOSS
|
(127,060
|
)
|
(253
|
)
|
||||
|
COMPREHENSIVE LOSS
|
$
|
(2,180,604
|
)
|
$
|
(2,235,137
|
)
|
||
|
BASIC AND DILUTED NET LOSS PER COMMON SHARE
|
$
|
(0.01
|
)
|
$
|
(0.01
|
)
|
||
|
BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
|
184,303,857
|
165,345,167
|
||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-4
SILVER BULL RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
Years Ended October 31,
|
||||||||
|
2017
|
2016
|
|||||||
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
|
Net loss
|
$
|
(2,053,544
|
)
|
$
|
(2,234,884
|
)
|
||
|
Adjustments to reconcile net loss to net cash used by operating activities:
|
||||||||
|
Depreciation, asset and property concessions' impairment
|
38,829
|
638,264
|
||||||
|
(Recovery of) provision for uncollectible value-added taxes
|
(69,981
|
)
|
1,726
|
|||||
|
Gain on sale of office and mining equipment (Note 4)
|
—
|
(132,817
|
)
|
|||||
|
Foreign currency transaction (gain) loss
|
(25,448
|
)
|
31,375
|
|||||
|
Change in fair value of warrant derivative liability (Note 12)
|
100,020
|
—
|
||||||
|
Change in fair value of stock option liability
|
(6,921
|
)
|
—
|
|||||
|
Stock options issued for compensation
|
152,349
|
102,993
|
||||||
|
Warrant issuance costs (Note 10)
|
18,819
|
—
|
||||||
|
Gain on liquidation of subsidiary (Note 1)
|
(129,781
|
)
|
—
|
|||||
|
Changes in operating assets and liabilities:
|
||||||||
|
Value-added tax receivable
|
(26,983
|
)
|
(3,968
|
)
|
||||
|
Income tax receivables
|
—
|
2,365
|
||||||
|
Other receivables
|
(614
|
)
|
12,927
|
|||||
|
Prepaid expenses and deposits
|
(3,394
|
)
|
17,167
|
|||||
|
Accounts payable
|
(37,753
|
)
|
13,935
|
|||||
|
Accrued liabilities and expenses
|
25,831
|
60,796
|
||||||
|
Income tax payable
|
(5,450
|
)
|
5,467
|
|||||
|
Net cash used in operating activities
|
(2,024,021
|
)
|
(1,484,654
|
)
|
||||
|
CASH FLOWS FROM INVESTING ACTIVITY:
|
||||||||
|
Proceeds from sale of equipment
|
—
|
141,285
|
||||||
|
Net cash provided by investing activity
|
—
|
141,285
|
||||||
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
|
Proceeds from issuance of common stock, net of offering costs (Note 10)
|
1,230,504
|
1,503,254
|
||||||
|
Proceeds from exercise of warrants, net of costs (Note 10)
|
—
|
377,554
|
||||||
|
Net cash provided by financing activities
|
1,230,504
|
1,880,808
|
||||||
|
Effect of exchange rates on cash and cash equivalents
|
7,965
|
(20,989
|
)
|
|||||
|
Net (decrease) increase in cash and cash equivalents
|
(785,552
|
)
|
516,450
|
|||||
|
Cash and cash equivalents beginning of year
|
1,467,328
|
950,878
|
||||||
|
Cash and cash equivalents end of year
|
$
|
681,776
|
$
|
1,467,328
|
||||
The accompanying notes are an integral part of these consolidated financial statements.
F-5
SILVER BULL RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
|
Years Ended October 31,
|
||||||||
|
2017
|
2016
|
|||||||
|
SUPPLEMENTAL CASH FLOW DISCLOSURES:
|
||||||||
|
Income taxes paid
|
$
|
9,611
|
$
|
4,863
|
||||
|
Interest paid
|
2,502
|
2,393
|
||||||
|
NON-CASH INVESTING AND FINANCING ACTIVITIES:
|
||||||||
|
Warrants issued for financing fees (Note 12)
|
$
|
12,967
|
$
|
11,621
|
||||
|
Offering costs included in accounts payable and accrued liabilities
|
51,788
|
—
|
||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-6
SILVER BULL RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
|
Common Stock
|
Additional
|
Other
|
||||||||||||||||||||||
|
Number of
Shares
|
Amount |
Paid-in
Capital
|
Accumulated
Deficit
|
Comprehensive
Income
|
Total | |||||||||||||||||||
|
Balance, November 1, 2015
|
159,072,657
|
$
|
1,590,726
|
$
|
125,025,319
|
$
|
(118,046,936
|
) |
$
|
219,561
|
$
|
8,788,670
|
||||||||||||
| Issuance of common stock as follows: | ||||||||||||||||||||||||
|
- for cash at a price of Canadian dollar ("$CDN") $0.13 per share with attached warrants less offering costs of $75,443 (Note 10)
|
11,362,310
|
113,623
|
948,577
|
—
|
—
|
1,062,200
|
||||||||||||||||||
|
- for cash at a price of $CDN 0.15 per share with attached warrants less offering costs of $75,296 (Note 10)
|
4,340,000
|
43,400
|
386,033
|
—
|
—
|
429,433
|
||||||||||||||||||
|
- exercise of warrants at an average price of $CDN 0.16 per share less costs of $1,509 (Note 10)
|
3,120,000
|
31,200
|
346,354
|
—
|
—
|
377,554
|
||||||||||||||||||
| Stock option and warrants activity as follows: | ||||||||||||||||||||||||
|
- Stock-based compensation for options issued to directors, officers and employees
|
—
|
—
|
102,993
|
—
|
—
|
102,993
|
||||||||||||||||||
|
- fair value of warrants issued to agent in connection with the $CDN 0.15 per share private placement (Notes 10 and 12)
|
—
|
—
|
11,621
|
—
|
—
|
11,621
|
||||||||||||||||||
|
Other comprehensive loss
|
—
|
—
|
—
|
—
|
(253
|
)
|
(253
|
)
|
||||||||||||||||
|
Net loss for the year ended October 31, 2016
|
—
|
—
|
—
|
(2,234,884
|
)
|
—
|
(2,234,884
|
)
|
||||||||||||||||
|
Balance, October 31, 2016
|
177,894,967
|
$
|
1,778,949
|
$
|
126,820,897
|
$
|
(120,281,820
|
)
|
$
|
219,308
|
$
|
8,537,334
|
||||||||||||
| Issuance of common stock as follows: | ||||||||||||||||||||||||
|
- for cash at a price of $CDN $0.08 per share with attached warrants less offering costs of $165,227 (Note 10)
|
21,365,000
|
213,650
|
812,676
|
—
|
—
|
1,026,326
|
||||||||||||||||||
| Stock option activity as follows: | ||||||||||||||||||||||||
|
- Stock-based compensation for options issued to directors, officers and employees
|
—
|
—
|
152,349
|
—
|
—
|
152,349
|
||||||||||||||||||
|
Reclassification of warrants to derivative liability (Note 12)
|
—
|
—
|
(94,143
|
)
|
—
|
—
|
(94,143
|
)
|
||||||||||||||||
|
Reclassification of consultant stock options to liability (Note 11)
|
—
|
—
|
(12,115
|
)
|
—
|
—
|
(12,115
|
)
|
||||||||||||||||
|
Other comprehensive loss – Realized foreign currency translation gain on liquidation of subsidiary
|
—
|
—
|
—
|
—
|
(129,427
|
)
|
(129,427
|
)
|
||||||||||||||||
|
Other comprehensive gain – Foreign currency translation adjustments
|
—
|
—
|
—
|
—
|
2,367
|
2,367
|
||||||||||||||||||
|
Net loss for the year ended October 31, 2017
|
—
|
—
|
—
|
(2,053,544
|
)
|
—
|
(2,053,544
|
)
|
||||||||||||||||
|
Balance, October 31, 2017
|
199,259,967
|
$
|
1,992,599
|
$
|
127,679,664
|
$
|
(122,335,364
|
)
|
$
|
92,248
|
$
|
7,429,147
|
||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-7
NOTE 1 – ORGANIZATION, DESCRIPTION OF BUSINESS AND GOING CONCERN
Silver Bull Resources, Inc. (the "Company") was incorporated in the State of Nevada on November 8, 1993 as the Cadgie Company for the purpose of acquiring and developing mineral properties. The Cadgie Company was a spin-off from its predecessor, Precious Metal Mines, Inc. On June 28, 1996, the Company's name was changed to Metalline Mining Company. On April 21, 2011, the Company's name was changed to Silver Bull Resources, Inc. The Company's fiscal year-end is October 31. The Company has not realized any revenues from its planned operations and is considered an exploration stage company. The Company has not established any reserves with respect to its exploration projects and may never enter into the development stage with respect to any of its projects.
The Company engages in the business of mineral exploration. The Company currently owns a number of property concessions in Mexico (collectively known as the "Sierra Mojada Property"). The Company conducts its operations in Mexico through its wholly-owned subsidiary corporations, Minera Metalin S.A. de C.V. ("Minera Metalin") and Contratistas de Sierra Mojada S.A. de C.V. ("Contratistas") and through Minera Metalin's wholly-owned subsidiary Minas de Coahuila SBR S.A. de C.V. ("Minas").
On April 16, 2010, Metalline Mining Delaware, Inc., a wholly-owned subsidiary of the Company, was merged with and into Dome Ventures Corporation ("Dome"). As a result, Dome became a wholly-owned subsidiary of the Company. Dome has a wholly-owned subsidiary Dome Asia Inc. ("Dome Asia"), which is incorporated in the British Virgin Islands. Dome Asia has a wholly-owned subsidiary, Dome Minerals Nigeria Limited, incorporated in Nigeria. On May 15, 2017, the Company liquidated the Company's Gabonese subsidiary, African Resources SARL Gabon ("African Resources"). As a result of this liquidation, the Company recognized a gain on liquidation of subsidiary of $129,781 in the consolidated statements of operations and comprehensive loss for the year ended October 31, 2017.
The Company's efforts and expenditures have been concentrated on the exploration of properties, principally in the Sierra Mojada Property located in Coahuila, Mexico. The Company has not determined whether its exploration properties contain ore reserves that are economically recoverable. The ultimate realization of the Company's investment in exploration properties is dependent upon the success of future property sales, the existence of economically recoverable reserves, and the ability of the Company to obtain financing or make other arrangements for exploration, development, and future profitable production activities. The ultimate realization of the Company's investment in exploration properties cannot be determined at this time.
Going Concern
Since its inception in November 1993, the Company has not generated revenue and has incurred a deficit of $122,335,364. Accordingly, the Company has not generated cash flows from operations, and since inception the Company has relied primarily upon proceeds from private placements and registered direct offerings of the Company's equity securities and warrant exercises as the primary sources of financing to fund the Company's operations.
As of October 31, 2017, the Company had working capital of $157,975 and cash and cash equivalents of $681,776. Based on the Company's limited working capital and cash and cash equivalents, and history of losses prior to management's plan discussed below there is substantial doubt as to whether the Company's existing cash resources and working capital are sufficient to enable the Company to continue its operations for the next 12 months as a going concern. Management plans to pursue one of or a combination of the following
possible financing and strategic options not limited to: obtaining adequate equity financing including warrant exercises and joint venture opportunities on the Sierra Mojada Property
(including farmout agreements, exploration and development agreements or similar transactions). Management has successfully pursued certain of these options previously and believes they alleviate the substantial doubt discussed previously. However, there is no assurance that the Company will be suc
cessful in pursuing these plans.
These consolidated financial statements have been prepared on a going concern basis and do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary in the event the Company can no longer continue as a going concern. Such adjustments could be material.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of significant accounting policies is presented to assist in understanding the consolidated financial statements. The consolidated financial statements and notes are representations of the Company's management, which is responsible for their integrity and objectivity.
Basis of Presentation
The Company's consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP") using the accrual method of accounting, except for cash flow amounts.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, after elimination of intercompany accounts and transactions. The wholly owned subsidiaries of the Company are listed in Note 1 to the consolidated financial statements.
F-8
Use of Estimates
The preparation of these consolidated financial statements in conformity with GAAP requires management to make estimates based on assumptions about future events that affect the amounts reported in the consolidated financial statements and related notes to the consolidated financial statements. Actual results could differ from those estimates. Estimates and assumptions are reviewed on an ongoing basis based on historical experience and other factors that are considered to be relevant under the circumstances. Revisions to estimates and assumptions are accounted for prospectively.
Significant areas involving the use of estimates include determining the allowance for uncollectible taxes, evaluating recoverability of property concessions, evaluating impairment of long-lived assets, evaluating impairment of goodwill, establishing a valuation allowance on future use of deferred tax assets, calculating a valuation for stock option liability, calculating a valuation for warrant derivative liability and calculating stock-based compensation.
Revenue Recognition
The Company recognizes revenue when the title and risks and rewards of ownership pass to the buyer, the selling price is fixed and determinable, persuasive evidence of an arrangement exists and collection of the sale proceeds is considered probable. As of October 31, 2017, the Company has not recognized any revenues.
Cash and Cash Equivalents
Cash and cash equivalents include all highly-liquid investments with an original maturity of three months or less at the date of purchase.
Property Concessions
Property concessions acquisition costs are capitalized when incurred and will be amortized using the units of production method following the commencement of production. If a property concession is subsequently abandoned or impaired, any capitalized costs will be expensed in the period of abandonment or impairment. To date, no property concessions have reached the production stage.
Acquisition costs include cash consideration and the fair market value of shares issued on the acquisition of property concessions.
Exploration Costs
Exploration costs incurred are expensed to the date of establishing that costs incurred are economically recoverable. Exploration expenditures incurred subsequent to the establishment of economic recoverability are capitalized and included in the carrying amount of the related property. To date, the Company has not established the economic recoverability of its exploration prospects; therefore, all exploration costs are being expensed.
Property and Equipment
Property and equipment are recorded at cost less accumulated depreciation and impairment losses. Assets under construction are depreciated when they are substantially complete and available for their intended use, over their estimated useful lives. Repairs and maintenance of property and equipment are expensed as incurred. Costs incurred to enhance the service potential of property and equipment are capitalized and depreciated over the remaining useful life of the improved asset. Property and equipment are depreciated using the straight-line method over the estimated useful lives of the related assets as follows:
| · |
Mining equipment – five to 10 years
|
| · |
Vehicles – four years
|
| · |
Building and structures – 40 years
|
| · |
Computer equipment and software – three years
|
| · |
Well equipment – 10 to 40 years
|
| · |
Office equipment – three to 10 years
|
F-9
Impairment of Long-Lived Assets
Management reviews and evaluates its long-lived assets for impairment when events and changes in circumstances indicate that the related carrying amounts of its assets may not be recoverable. Impairment is considered to exist if the future cash flows on an undiscounted basis are less than the carrying amount of the long-lived asset. An impairment loss is measured and recorded based on the difference between book value and fair value of the asset group. In estimating future cash flows, assets are grouped at the lowest level for which there is identifiable cash flows that are largely independent of cash flows from other asset groups. In estimating future cash flows, the Company estimates the price that would be received to sell an asset group in an orderly transaction between market participants at the measurement date. Significant factors that impact this price include the price of silver and zinc, and general market conditions for exploration companies, among other factors.
Assets Held for Sale
Office and mining equipment is classified as held for sale when the following conditions are met: (i) assets (or group of assets) are actively marketed for a price which reasonably approximates the fair value at the time of sale; (ii) management has committed to a plan to sell the assets (or group of assets); (iii) the assets (or group of assets) are available for sale in their current condition; and (iv) sale is probable within the next 12 months.
Goodwill
Goodwill is the purchase premium after adjusting for the fair value of net assets acquired. The Company tests goodwill for impairment at the reporting unit level at least annually, or more frequently if events or changes in circumstances indicate that the assets may be impaired. Goodwill impairment tests require judgment, including the identification of reporting units, assignment of assets and liabilities to reporting units, assignment of goodwill to reporting units, and determination of the fair value of each reporting unit. The Company performs its annual goodwill impairment tests at April 30
th
of each fiscal year.
Income Taxes
The Company follows the asset and liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are determined based on temporary differences between the tax basis and accounting basis of the assets and liabilities measured using tax rates enacted at the balance sheet date. The Company recognizes the tax benefit from uncertain tax positions only if it is at least "more likely than not" that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement with the taxing authorities. This accounting standard also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods and disclosure.
A valuation allowance is recorded against deferred tax assets if management does not believe the Company has met the "more likely than not" standard imposed by this guidance to allow recognition of such an asset. Management recorded a full valuation allowance at October 31, 2017 and 2016 against the deferred tax assets as it deems future realization would not meet the "more likely than not" criteria.
Warrant Derivative liability
The Company classifies warrants on its consolidated balance sheets as a derivative liability which is fair valued at each reporting period subsequent to the initial issuance as the functional currency of Silver Bull is the U.S. Dollar and the exercise price of the warrants is the Canadian Dollar ("$CDN"). The Company has used the Black-Scholes pricing model to fair value the warrants that do not have an acceleration feature and has used the Monte Carlo valuation model to fair value the warrants that do have an acceleration feature. Determining the appropriate fair-value model and calculating the fair value of warrants requires considerable judgment. Any change in the estimates used may cause the value to be higher or lower than that reported. The estimated volatility of the Company's common stock at the date of issuance, and at each subsequent reporting period, is based on the historical volatility adjusted to reflect the implicit discount to historical volatilities observed in the prices of traded warrants. The risk-free interest rate is based on rates published by the government for bonds with a maturity similar to the expected remaining life of the warrants at the valuation date. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend yield is expected to be none as the Company has not paid dividend nor does the Company anticipate paying any dividend in the foreseeable future.
The derivative is not traded in an active market and the fair value is determined using valuation techniques. The estimates may be significantly different from those recorded in the consolidated financial statements because of the use of judgment and the inherent uncertainty in estimating the fair value of these instruments that are not quoted in an active market. All changes in the fair value are recorded in the consolidated statement of operations and comprehensive loss each reporting period.
F-10
Stock-Based Compensation
The Company uses the Black-Scholes pricing model as a method for determining the estimated fair value for all stock options awarded to employees, officers, directors and consultants. The expected term of the options is based upon evaluation of historical and expected future exercise behavior. The risk-free interest rate is based upon U.S. Treasury rates at the date of grant with maturity dates approximately equal to the expected life of the options. Volatility is determined based upon historical volatility of the Company's stock and adjusted if future volatility is expected to vary from historical experience. The dividend yield is assumed to be none as the Company has not paid dividends nor does the Company anticipate paying any dividends in the foreseeable future. The Company uses the graded vesting attribution method to recognize compensation costs over the requisite service period. Stock options granted to consultants when the exercise price is the $CDN are classified as stock option liability on the Company's consolidated balance sheets upon vesting.
Loss per Share
Basic loss per share includes no dilution and is computed by dividing net loss available to common shareholders by the weighted average common shares outstanding for the period. Diluted loss per share reflects the potential dilution of securities that could share in the earnings of an entity similar to fully diluted loss per share. Although there were stock options and warrants in the aggregate of 39,958,986 shares and 16,058,258 shares outstanding at October 31, 2017 and 2016, respectively, they were not included in the calculation of loss per share because they would have been considered anti-dilutive.
Foreign Currency Translation
During the years ended October 31, 2017 and 2016, the functional currency of Silver Bull Resources, Inc. and its subsidiaries is the U.S. dollar except for the Gabonese subsidiaries whose functional currency is the Central African franc ("$CFA").
During the years ended October 31, 2017 and 2016, the Company's Mexican operations' monetary assets and liabilities were translated into U.S. dollars at the period-end exchange rate and non-monetary assets and liabilities were translated using the historical exchange rate. The Company's Mexican operations' revenue and expenses were translated at the average exchange rate during the period except for depreciation of office and mining equipment, cost of office and mining equipment sold and impairment of property concessions which are translated using the historical exchange rate. Foreign currency translation gains and losses of the Company's Mexican operations are included in the consolidated statement of operations.
During the years ended October 31, 2017 and 2016, assets and liabilities of the Company's Gabonese operations were translated into U.S. dollars at the period-end exchange rate, and revenue and expenses were translated at the average exchange rate during the period. Exchange differences arising on translation were disclosed as a separate component of stockholders' equity. Realized gains and losses from foreign currency transactions were reflected in the results of operations. Upon the liquidation of African Resources, we reclassified certain amount from other comprehensive income to gain on liquidation of subsidiary in the consolidated statements of operations and comprehensive loss.
Accounting for Loss Contingencies and Legal Costs
From time to time, the Company is named as a defendant in legal actions arising from its normal business activities. The Company records an accrual for the estimated loss from a loss contingency when information available prior to issuance of its financial statements indicates that it is probable that a liability has been incurred at the date of the financial statements and the amount of the loss can be reasonably estimated. Disclosure of a loss contingency is made by the Company if there is at least a reasonable possibility that a loss has been incurred, and either an accrual has not been made or an exposure to loss exists in excess of the amount accrued. In cases where only disclosure of the loss contingency is required, either the estimated loss or a range of estimated loss is disclosed or it is stated that an estimate cannot be made. Legal costs incurred in connection with loss contingencies are considered period costs and accordingly are expensed in the period services are provided.
Recent Accounting Pronouncements Adopted in the Year
Effective February 1, 2017, the Company adopted the Financial Accounting Standards Board's ("FASB") Accounting Standards Update ("ASU") 2017-04, "Simplifying the Test for Goodwill Impairment (Topic 350): Intangibles—Goodwill and Other," which simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. The adoption of this update did not have a material impact on the Company's financial position, results of operations or cash flows and disclosures.
F-11
Effective November 1, 2016, the Company adopted the FASB's ASU 2015-16, "Simplifying the Accounting for Measurement-Period Adjustments," which eliminates the requirement for an acquirer to retrospectively adjust the financial statements for measurement-period adjustments that occur in periods after a business combination is consummated. The adoption of this update did not have a material impact on the Company's financial position, results of operations or cash flows and disclosures.
Effective November 1, 2016, the Company adopted the FASB's ASU 2015-03, "Simplifying the Presentation of Debt Issuance Costs," which requires that debt issuance costs related to a recognized debt liability be presented as a reduction to the carrying amount of that debt liability, not as an asset. The adoption of this update did not have a material impact on the Company's financial position, results of operations or cash flows and disclosures.
Effective November 1, 2016, the Company adopted the FASB's ASU 2015-02, "Consolidation (Topic 810): Amendments to the Consolidation Analysis," which amends the consolidation requirements in Accounting Standards Codification 810. The adoption of this update did not have a material impact on the Company's financial position, results of operations or cash flows and disclosures.
Effective November 1, 2016, the Company adopted
the FASB issued ASU 2014-15, "Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties About an Entity's Ability To Continue as a Going Concern." ASU 2014-15 is intended to define management's responsibility to evaluate whether there is substantial doubt about an organization's ability to continue as a going concern and to provide related footnote disclosures. The update provides guidance to an organization's management, with principles and definitions that are intended to reduce diversity in the timing and content of disclosures that are commonly provided by organizations today in the financial statement footnotes.
The adoption of this update did not have a material impact on the Company's financial position, results of operations or cash flows and disclosures.
Recent Accounting Pronouncements Not Yet Adopted
In January 2017, the FASB issued ASU 2017-01, "Business Combinations (Topic 805): Clarifying the Definition of a Business," which clarifies the definition of a business to assist entities in the evaluation of acquisitions and disposals of assets or businesses. These changes become effective for the Company's fiscal year beginning November 1, 2018. At this time, the Company has not determined the effects of this update on the Company's financial position, results of operations or cash flows and disclosures.
In November 2016, the FASB issued ASU 2016-18, "Statement of Cash Flows (Topic 230): Restricted Cash," which will require entities to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. These changes become effective for the Company's fiscal year beginning November 1, 2018. At this time, the Company has not determined the effects of this update on the Company's financial position, results of operations or cash flows and disclosures.
In August 2016, the FASB issued ASU 2016-15, "Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments," which provides guidance on the presentation and classification of certain cash receipts and payments in the statement of cash flows. These changes become effective for the Company's fiscal year beginning November 1, 2018. At this time, the Company has not determined the effects of this update on the Company's financial position, results of operations or cash flows and disclosures.
In March 2016, the FASB issued ASU 2016-09, "Improvements to Employee Share-Based Payment Accounting," which amends several aspects of the accounting for share-based payment transactions, including income tax consequences, the classification of awards as either equity or liabilities, and the classification on the statement of cash flows. These changes become effective for the Company's fiscal year beginning November 1, 2017. At this time, the Company has not determined the effects of this update on the Company's financial position, results of operations or cash flows and disclosures.
In February 2016, the FASB issued ASU 2016-02, "Leases," which will require lessees to recognize assets and liabilities for the rights and obligations created by most leases on the balance sheet. These changes become effective for the Company's fiscal year beginning November 1, 2019. Modified retrospective adoption for all leases existing at, or entered into after, the date of initial application, is required with an option to use certain transition relief. At this time, the Company has not determined the effects of this update on the Company's financial position, results of operations or cash flows and disclosures.
In January 2016, the FASB issued ASU 2016-01, "Financial Instruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities," which (i) requires equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income, (ii) requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, (iii) requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset, and (iv) eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost. These changes become effective for the Company's fiscal year beginning November 1, 2018. Early application is permitted. At this time, the Company has not determined the effects of this update on the Company's financial position, results of operations or cash flows and disclosures.
F-12
In November 2015, the FASB issued ASU 2015-17, "Balance Sheet Classification of Deferred Taxes," which requires entities with a classified balance sheet to present all deferred tax assets and liabilities as noncurrent. These changes become effective for the Company's fiscal year beginning November 1, 2017. Early application is permitted. At this time, the Company has not determined the effects of this update on the Company's financial position, and disclosures.
In August 2015, the FASB issued ASU 2015-14, "Deferral of the Effective Date," which defers the effective date of ASU 2014-09, "Revenue from Contracts with Customers" to become effective for the Company's fiscal year beginning November 1, 2018.
At this time, t
he Company has not determined the effects of this update on the Company's financial position, results of operations or cash flows and
disclosures at this time.
Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force) and the SEC did not or are not believed to have a material impact on the Company's present or future consolidated financial statements.
NOTE 3 – VALUE-ADDED TAX RECEIVABLE
Value-added tax ("VAT") receivable relates to VAT paid in Mexico. The Company estimates net VAT of $156,997 will be received within 12 months of the balance sheet date. The allowance for uncollectible VAT taxes was estimated by management based upon a number of factors, including the length of time the returns have been outstanding, responses received from tax authorities, general economic conditions in Mexico and estimated net recovery after commissions. During the fiscal year ended October 31, 2017, a recovery of VAT originating from Gabon of $52,951 and Mexico of $17,030 has been recorded in the consolidated statements of operations and comprehensive loss.
A summary of the changes in the allowance for uncollectible VAT taxes related to Mexico for the fiscal years ended October 31, 2017
and 2016
is as follows:
|
Allowance for uncollectible VAT taxes – October 31, 2015
|
$
|
103,429
|
||
|
Provision for uncollectible VAT Taxes
|
1,726
|
|||
|
Write-off VAT receivable
|
(3,835
|
)
|
||
|
Foreign currency translation adjustment
|
(13,037
|
)
|
||
|
Allowance for uncollectible VAT taxes – October 31, 2016
|
88,283
|
|||
|
Recovery of uncollectible VAT Taxes
|
(17,030
|
)
|
||
|
Write-off VAT receivable
|
(2,312 | ) | ||
|
Foreign currency translation adjustment
|
(1,212
|
)
|
||
|
Allowance for uncollectible taxes – October 31, 2017
|
$
|
67,729
|
||
NOTE 4 – ASSETS HELD FOR SALE
The Company classified certain office and mining equipment as assets held for sale as at October 31, 2016 as these assets were ready for immediate sale in their present condition, the assets were expected to be sold within one year and management had an active program to locate buyers for these assets.
During the year ended October 31, 2017, the Company reclassified $11,656 from assets held for sale to office and mining equipment as management no longer expected to sell these assets within one year. Impairments included in depreciation, asset and property concessions' impairment of $4,354 and $13,788 were recorded on assets held for sale during the year ended October 31, 2017 and 2016, respectively. During the year ended October 31, 2017 and 2016, the Company recorded a gain on sale of office and mining equipment of $nil and $132,817, respectively, which is included in miscellaneous income in the consolidated statements of operations and comprehensive loss.
F-13
NOTE 5 – OFFICE AND MINING EQUIPMENT
The following is a summary of the Company's office and mining equipment at October 31, 2017 and October 31, 2016, respectively:
|
October 31,
|
October 31,
|
|||||||
|
2017
|
2016
|
|||||||
|
Mining equipment
|
$
|
358,513
|
$
|
291,529
|
||||
|
Vehicles
|
53,451
|
53,451
|
||||||
|
Buildings and structures
|
185,724
|
182,436
|
||||||
|
Computer equipment and software
|
74,236
|
83,701
|
||||||
|
Well equipment
|
39,637
|
39,637
|
||||||
|
Office equipment
|
47,597
|
52,931
|
||||||
|
759,158
|
703,685
|
|||||||
|
Less: Accumulated depreciation
|
(550,403
|
)
|
(477,384
|
)
|
||||
|
Office and mining equipment, net
|
$
|
208,755
|
$
|
226,301
|
||||
NOTE 6 – PROPERTY CONCESSIONS
The following is a summary of the Company's property concessions in Sierra Mojada, Mexico as at October 31, 2017 and 2016, respectively:
|
Property Concessions – October 31, 2015
|
$
|
5,593,263
|
||
|
Impairment
|
(588,877
|
)
|
||
|
Property Concessions – October 31, 2016
|
5,004,386
|
|||
|
Property Concessions – October 31, 2017
|
$
|
5,004,386
|
During the fiscal year ended October 31, 2016,
the Company decided to reduce the Company's concession holdings in Sierra Mojada, Mexico. As a result, the Company has written off the capitalized property concession balance related to these concessions of $588,877.
NOTE 7 – GOODWILL
Goodwill represents the excess, at the date of acquisition, of the purchase price of the business acquired over the fair value of the net tangible and intangible assets acquired.
On April 30, 2017, the Company elected to perform a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. Based on this assessment, management determined it is not more likely than not that the fair value of the reporting unit is less than its carrying amount.
The following is a summary of the Company's goodwill balance as at October 31, 2017 and 2016, respectively:
|
Goodwill – October 31, 2017 and 2016
|
|
$
|
2,058,031
|
NOTE 8 – ACCRUED LIABILITIES AND EXPENSES
During the year ended October 31, 2017 and 2016, the Company financed an insurance premium at an interest rate of 7.99% and 7.49% respectively. The insurance premium finance agreements have a maturity of less than one year and have a balance of $84,000 and $87,000 respectively which are included in accrued liabilities and expenses at October 31, 2017 and 2016.
NOTE 9 – SHAREHOLDER RIGHTS PLAN
On June 11, 2007, the board of directors adopted a shareholders' rights plan through the adoption of a Rights Agreement, which became effective immediately. In connection with the adoption of the Rights Agreement, the board of directors declared a distribution of one share of common stock purchase right (a "Right") for each outstanding share of the Company's common stock, payable to shareholders of record at the close of business on June 22, 2007. In accordance with the Rights Agreement, one Right was attached to each share of Company common stock issued since that date. Each Right was attached to the underlying common stock and would remain with the common stock if the stock is sold or transferred. The Rights expired on June 11, 2017.
F-14
NOTE 10 – COMMON STOCK
On January 10, 2018, 200,000 warrants to acquire 200,000 shares of common stock were exercised at an exercise price of $CDN 0.13 per share of common stock for aggregate gross proceeds of $20,806 ($CDN 26,000).
On July 10 and August 3, 2017, the Company completed a two tranche private placement for 21,365,000 units at a purchase price of $CDN 0.08 per unit (the "$CDN 0.08 Unit") for gross proceeds of $1,330,976 ($CDN 1,709,200). Each $CDN 0.08 Unit consists of one share of the Company's common stock and one warrant (the "$CDN 0.08 Warrant"). Each $CDN 0.08 Warrant entitles the holder thereof to acquire one share of common stock at a price of $CDN 0.13 for a period of 24 months from the closing of the private placement. The Company paid a 7% finder's fee totaling $78,169 to agents with respect to certain purchasers who were introduced by these agents. In addition, the agents received 1,259,300 non-transferable warrants (the "2017 Agent's Warrants"). Each 2017 Agent's Warrant entitles the agents to acquire one share of common stock at a price of $CDN 0.10 for a period of 24 months from the closing of the private placement. The fair value of the 2017 Agent's Warrants was determined to be $12,967 (Note 12), and the Company incurred other offering costs of $92,910. Of these costs $18,819 is included in warrant issuance costs in the consolidated statements of operations and comprehensive loss.
On May 19, 2016, June 3, 2016 and June 29, 2016, the Company completed a three tranche private placement for an aggregate of 11,362,310 units at a purchase price of $CDN 0.13 per unit (the "$CDN 0.13 Unit") for aggregate gross proceeds of $1,137,643 ($CDN 1,477,100). Each $CDN 0.13 Unit consists of one share of the Company's common stock and one warrant (the "$CDN 0.13 Warrant"). Each $CDN 0.13 Warrant entitles the holder thereof to acquire one share of common stock at a price of $CDN 0.16 for the period of 12 months from the closing of the tranche of the private placement. If the closing price of the common stock of the Company on the OTCQB Venture Marketplace is $0.18 or higher for five consecutive trading days, then the $CDN 0.13 Warrant will expire 30 trading days from such fifth consecutive day. The Company paid an 8% finder's fee totaling $19,644 to certain agents with respect to certain purchasers who were introduced by these agents. The Company incurred other costs of $55,799 related to this private placement.
On July 20, 2016, the Company completed a private placement of an aggregate of 4,340,000 units at a purchase price of $CDN 0.15 per unit (the "$CDN 0.15 Unit") for aggregate gross proceeds of $504,729 ($CDN 651,000). Each $CDN 0.15 Unit consists of one share of the Company's common stock and one warrant (the "$CDN 0.15 Warrant"). Each $CDN 0.15 Warrant entitles the holder thereof to acquire one share of common stock at a price of $CDN 0.16 for the period of 36 months from the closing of the private placement. If, commencing on the date that is four months after the closing of the private placement, the closing price of the common stock on the TSX is higher than $CDN 0.30 for 20 consecutive trading days, then on the 20th consecutive trading day (the "Acceleration Trigger Date") the expiry date of the $CDN 0.15 Warrants may be accelerated to the 20th trading day after the Acceleration Trigger Date by the issuance, within three trading days of the Acceleration Trigger Date, of a news release announcing such acceleration. The Company paid a 6% finder's fee totaling $23,326 to a placement agent with respect to certain purchasers who were introduced by this agent. In addition, the placement agent received 200,400 non-transferable warrants (the "Placement Agent's Warrants")
.
Each Placement Agent's Warrant entitles the placement agent to acquire one share of common stock until the date that is two years following closing of the private placement at $CDN 0.205 and is subject to the acceleration provision noted above. The fair value of the Placement Agent's Warrants was determined to be $11,621, and the Company incurred other offering costs of $40,349.
On August 5, 2016, the warrant expiry acceleration clause contained in the $CDN 0.13 Warrants was triggered following a period of five consecutive trading days in which the closing price of the common stock of the Company on the OTCQB Venture Marketplace was $0.18 or higher. In total, 11,362,310 $CDN 0.13 Warrants were accelerated with a new expiration date of September 19, 2016. On September 15, 2016, 2,500,000 warrants
to acquire 2,500,000 shares of common stock were exercised at an exercise price of $CDN 0.16 per share of common stock
for aggregate gross proceeds of $303,951 ($CDN 400,000)
.
On September 19, 2016, 620,000 warrants
to acquire 620,000 shares of common stock were exercised at an exercise price of $CDN 0.16 per share of common stock
for aggregate gross proceeds of $75,112 ($CDN 99,200)
.
The Company incurred costs of $1,509 related to these warrant exercises.
NOTE 11 – STOCK OPTIONS
The Company has one active stock option plan, the 2010 Stock Option and Stock Bonus Plan (the "2010 Plan"). Under the 2010 Plan, the lesser of (i) 30,000,000 shares or (ii) 10% of the total shares outstanding are reserved for issuance upon the exercise of options or the grant of stock bonuses. Under the 2006 Stock Option Plan (the "2006 Plan"), the Company was permitted to grant non-statutory and incentive options to employees, directors and consultants for up to a total of 5,000,000 shares of common stock. However, as of May 1, 2016, no additional options may be issued under the 2006 Plan.
Options are typically granted with an exercise price equal to the closing market price of the Company's stock at the date of grant, have a graded vesting schedule over approximately one to two years and have a contractual term of two to 10 years.
F-15
A summary of the range of assumptions used to value stock options granted for the years ended October 31, 2017 and 2016 are as follows:
|
Year Ended
October 31,
|
||||
|
Options
|
2017
|
2016
|
||
|
Expected volatility
|
78% – 87%
|
65% – 84%
|
||
|
Risk-free interest rate
|
1.35% – 1.56%
|
0.79% – 0.98%
|
||
|
Dividend yield
|
—
|
—
|
||
|
Expected term (in years)
|
2.50 – 3.50
|
2.50 – 3.50
|
||
During the year ended October 31, 2017, the Company granted options to acquire 4,075,000 shares of common stock with a weighted-average grant-date fair value of $0.05 per share and an exercise price of $CDN 0.125 per share. No options were exercised during the year ended October 31, 2017.
During the year ended October 31, 2016, the Company granted options to acquire 4,075,000 shares of common stock with an exercise price of $CDN 0.075 and 300,000 shares of common stock with an exercise price of $CDN 0.255. The weighted-average grant-date fair value of stock options granted was $0.03 per share. No options were exercised during the fiscal year ended October 31, 2016.
The following is a summary of stock option activity for the fiscal years ended October 31, 2017 and 2016:
|
Options
|
Shares
|
Weighted Average Exercise Price
|
Weighted Average Remaining Contractual Life (Years)
|
Aggregate Intrinsic Value
|
||||||||||||
|
Outstanding at October 31, 2015
|
8,657,858
|
$
|
0.46
|
2.36
|
$
|
—
|
||||||||||
|
Granted
|
4,375,000
|
0.06
|
||||||||||||||
|
Expired
|
(1,000,000
|
)
|
0.85
|
|||||||||||||
|
Forfeited or Cancelled
|
(515,000
|
)
|
0.46
|
|||||||||||||
|
Outstanding at October 31, 2016
|
11,517,858
|
0.28
|
2.66
|
$
|
227,891
|
|||||||||||
|
Granted
|
4,075,000
|
0.09
|
||||||||||||||
|
Expired
|
(2,770,000
|
)
|
0.52
|
|||||||||||||
|
Cancelled
|
(28,572
|
)
|
2.18
|
|||||||||||||
|
Outstanding at October 31, 2017
|
12,794,286
|
$
|
0.16
|
2.98
|
$
|
110,622
|
||||||||||
|
Exercisable at October 31, 2017
|
8,619,286
|
$
|
0.20
|
2.44
|
$
|
73,748
|
||||||||||
The Company recognized stock-based compensation costs for stock options of $152,349 and $102,993 for the fiscal years ended October 31, 2017 and 2016, respectively. As of October 31, 2017, there remains $82,762 of total unrecognized compensation expense, which is expected to be recognized over a weighted average period of 0.54 years.
Summarized information about stock options outstanding and exercisable at October 31, 2017 is as follows:
|
Options Outstanding
|
Options Exercisable
|
|||||||||||||||||||||
|
Exercise Price
|
Number Outstanding
|
Weighted Average Remaining Contractual Life (Years)
|
Weighted Average Exercise Price
|
Number Exercisable
|
Weighted Average Exercise Price
|
|||||||||||||||||
|
$
|
0.06
|
4,075,000
|
3.32
|
$
|
0.06
|
2,716,666
|
$
|
0.06
|
||||||||||||||
|
0.10
|
4,075,000
|
4.43
|
0.10
|
1,358,334
|
0.10
|
|||||||||||||||||
|
0.20 – 0.26
|
2,625,000
|
2.06
|
0.25
|
2,525,000
|
0.26
|
|||||||||||||||||
|
0.37
|
1,705,000
|
0.65
|
0.37
|
1,705,000
|
0.37
|
|||||||||||||||||
|
0.50
|
300,000
|
0.10
|
0.50
|
300,000
|
0.50
|
|||||||||||||||||
|
2.18
|
14,286
|
0.22
|
2.18
|
14,286
|
2.18
|
|||||||||||||||||
|
$
|
0.06 – 2.18
|
12,794,286
|
2.98
|
$
|
0.16
|
8,619,286
|
$
|
0.20
|
||||||||||||||
F-16
The following is a summary of the Company's stock option liability at October 31, 2017 and October 31, 2016:
|
Stock option liability at October 31, 2016
|
$
|
—
|
||
|
Reclassification from additional paid-in capital
|
12,115
|
|||
|
Change in fair value of stock option liability
|
(6,921
|
)
|
||
|
Stock option liability at October 31, 2017
|
$
|
5,194
|
NOTE 12 – WARRANTS
A summary of warrant activity for the fiscal years ended October 31, 2017 and 2016 is as follows:
|
Warrants
|
Shares
|
Weighted Average
Exercise
Price
|
Weighted Average Remaining Contractual Life (Years)
|
Aggregate Intrinsic
Value
|
||||||||||||
|
Outstanding at October 31, 2015
|
—
|
$
|
—
|
—
|
—
|
|||||||||||
|
Issued in the $CDN 0.13 Unit private placement (Note 10)
|
11,362,310
|
$
|
0.12
|
|||||||||||||
|
Issued in the $CDN 0.15 Unit private placement (Note 10)
|
4,340,000
|
0.12
|
||||||||||||||
|
Placement Agent's Warrants (Note 10)
|
200,400
|
0.16
|
||||||||||||||
|
Exercised (Note 10)
|
(3,120,000
|
)
|
0.12
|
|||||||||||||
|
Expired
|
(8,242,310
|
)
|
0.12
|
|||||||||||||
|
Outstanding and exercisable at October 31, 2016
|
4,540,400
|
$
|
0.12
|
2.67
|
$
|
—
|
||||||||||
|
Issued in the $CDN 0.08 Unit private placement (Note 10)
|
21,365,000
|
$
|
0.10
|
|||||||||||||
|
Agent's Warrants (Note 10)
|
1,259,300
|
0.08
|
||||||||||||||
|
Outstanding and exercisable at October 31, 2017
|
27,164,700
|
$
|
0.10
|
1.70
|
$
|
9,769
|
||||||||||
On January 15, 2018, the Company received gross proceeds of $CDN 81,250 related to a warrant exercise of 625,000 warrants at an exercise price of $CDN 0.13 per share of common stock.
On January 10, 2018, 200,000 warrants to acquire 200,000 shares of common stock were exercised at an exercise price of $CDN 0.13 per share of common stock for aggregate gross proceeds of $20,806 ($CDN 26,000).
During the year ended October 31, 2017, the Company issued 21,365,000 warrants with an exercise price of $CDN 0.13 in connection with the $CDN 0.08 Unit private placement and issued 1,259,300 compensation warrants to agents with an exercise price of $CDN 0.10 (Note 10). The fair value of the warrants issued on the date of issuance in the $CDN 0.08 Unit private placement was determined to be $139,423 based on the Black-Scholes pricing model. The fair value of the 2017 Agent's Warrants on the date of issuance was determined to be $12,967 based on the Black-Scholes pricing model.
No warrants were exercised during the year ended October 31, 2017.
During the year ended October 31, 2016, the Company issued 11,362,310 warrants with an exercise price of $CDN 0.16 in connection with the $CDN 0.13 Unit private placement (Note 10). On August 5, 2016, the warrant expiry acceleration clause contained in the $CDN 0.13 Warrants was triggered following a period of five consecutive trading days in which the closing price of the common stock of the Company on the OTCQB Venture Marketplace was $0.18 or higher. In total, 11,362,310 $CDN 0.13 Warrants were accelerated with a new expiration date of September 19, 2016. On September 15, 2016, 2,500,000 warrants
to acquire 2,500,000 shares of common stock were exercised at an exercise price of $CDN 0.16 per share of common stock for aggregate gross proceeds of $303,951 ($CDN 400,000).
On September 19, 2016, 620,000 warrants
to acquire 620,000 shares of common stock were exercised at an exercise price of $CDN 0.16 per share of common stock for aggregate proceeds of $75,112 ($CDN 99,200). These warrants had an intrinsic value of $57,737 at the time of exercise.
On September 19, 2016, 8,242,310 $CDN 0.13 Warrants expired.
On July 20, 2016, the Company issued 4,340,000 warrants with an exercise price of $CDN 0.16 in connection with the $CDN 0.15 Unit private placement and issued 200,400 compensation warrants to a placement agent with an exercise price of $CDN 0.205 (Note 10). The fair value of the warrants issued on the date of issuance in the $CDN 0.16 Unit private placement was $94,143 based upon the Monte Carlo valuation model.
F-17
The Company's warrants have been recognized as a derivative liability. Summarized information about warrants outstanding and exercisable at October 31, 2017 is as follows:
|
Warrants Outstanding and Exercisable
|
||||||||||||||
|
Exercise Price
|
Number
Outstanding
|
Weighted Average Remaining Contractual Life (Years)
|
Weighted Average
Exercise Price
|
|||||||||||
|
$
|
0.08
|
1,259,300
|
1.69
|
$
|
0.08
|
|||||||||
|
0.10
|
21,365,000
|
1.70
|
0.10
|
|||||||||||
|
0.12
|
4,340,000
|
1.72
|
0.12
|
|||||||||||
|
0.16
|
200,400
|
0.72
|
0.16
|
|||||||||||
|
$
|
0.08 – 0.16
|
27,164,700
|
1.70
|
$
|
0.10
|
|||||||||
If the closing price of the common stock on the TSX is higher than $CDN 0.30 for 20 consecutive trading days, then on the 20th consecutive trading day (the "Acceleration Trigger Date") the expiry date of the above $0.12 and $0.16 warrants may be accelerated to the 20th trading day after the Acceleration Trigger Date by the issuance, within three trading days of the Acceleration Trigger Date, of a news release announcing such acceleration
.
The following is a summary of the Company's warrant derivative liability at October 31, 2017 and October 31, 2016:
|
Warrant derivative liability at October 31, 2016 and 2015
|
$
|
—
|
||
|
Reclassification from additional paid-in capital
|
94,143
|
|||
|
Warrants issued in $CDN 0.08 Unit private placement
|
139,423
|
|||
|
Agent's warrants issued in $CDN 0.08 Unit private placement
|
12,967
|
|||
|
Change in fair value of warrant derivative liability
|
100,020
|
|||
|
Foreign currency translation adjustment
|
(4,836
|
)
|
||
|
Warrant derivative liability at October 31, 2017
|
$
|
341,717
|
NOTE 13 – INCOME TAXES
Provision for Taxes
The Company files a United States federal income tax return and a Canadian branch return on a fiscal year-end basis and files Mexican income tax returns for its three Mexican subsidiaries on a calendar year-end basis. The Company and two of its wholly-owned subsidiaries, Minera Metalin and Minas, have not generated taxable income since inception. Contratistas, another wholly-owned Mexican subsidiary, has historically generated taxable income based upon intercompany fees billed to Minera Metalin on the services it provides.
On April 16, 2010, a wholly-owned subsidiary of the Company was merged with and into Dome, resulting in Dome becoming a wholly-owned subsidiary of the Company. Dome, a Delaware corporation, files a tax return in the United States as part of the Company's consolidated tax return.
The components of loss before income taxes were as follows:
|
For the year ended
October 31,
|
||||||||
|
2017
|
2016
|
|||||||
|
United States
|
$
|
(1,339,000
|
)
|
$
|
(1,363,000
|
)
|
||
|
Foreign
|
(713,000
|
)
|
(863,000
|
)
|
||||
|
Loss before income taxes
|
$
|
(2,052,000
|
)
|
$
|
(2,226,000
|
)
|
||
The components of the provision for income taxes are as follows:
|
|
For the year ended
October 31,
|
|||||||
|
2017
|
2016
|
|||||||
|
Foreign
|
||||||||
|
Current tax expense
|
$
|
1,867
|
$
|
9,108
|
||||
|
Deferred tax expense
|
—
|
—
|
||||||
|
$
|
1,867
|
$
|
9,108
|
|||||
The Company's provision for income taxes for the fiscal year ended October 31, 2017 consisted of a tax expense of $1,867 related to a provision for income taxes for Contratistas and the Silver Bull Canadian branch return for the fiscal year ended October 31, 2017.
F-18
The reconciliation of the provision for income taxes computed at the U.S. statutory rate to the provision for income tax as shown in the statement of operations and comprehensive loss is as follows:
|
For the year ended
|
||||||||
|
October 31,
|
||||||||
|
|
2017
|
2016
|
||||||
|
|
||||||||
|
Income tax benefit calculated at U.S. federal income tax rate
|
$
|
(718,000
|
)
|
$
|
(779,000
|
)
|
||
|
|
||||||||
|
Differences arising from:
|
||||||||
|
Other permanent differences
|
130,000
|
40,000
|
||||||
|
Differences due to foreign income tax rates
|
43,000
|
43,000
|
||||||
|
Adjustment to prior year taxes
|
(77,000
|
)
|
493,000
|
|||||
|
Inflation adjustment foreign net operating loss
|
(422,000
|
)
|
(242,000
|
)
|
||||
|
Foreign currency fluctuations
|
115,000
|
1,731,000
|
||||||
|
Increase (decrease) in valuation allowance
|
353,000
|
(1,452,000
|
)
|
|||||
|
Net operation loss carry forwards expiration – Mexico
|
565,000
|
173,000
|
||||||
|
Other
|
13,000
|
2,000
|
||||||
|
Net income tax provision
|
$
|
2,000
|
$
|
9,000
|
||||
The components of the deferred tax assets at October 31, 2017 and 2016 were as follows:
|
October 31,
|
||||||||
|
|
2017
|
2016
|
||||||
|
Deferred tax assets:
|
||||||||
|
Net operating loss carry forwards – U.S.
|
$
|
11,766,000
|
$
|
11,353,000
|
||||
|
Net capital loss carry forwards – U.S.
|
103,000
|
103,000
|
||||||
|
Net operating loss carry forwards – Mexico
|
8,111,000
|
8,300,000
|
||||||
|
Stock-based compensation – U.S.
|
11,000
|
24,000
|
||||||
|
Exploration Costs.
|
122,000
|
—
|
||||||
|
Other – U.S.
|
36,000
|
35,000
|
||||||
|
Other – Mexico
|
38,000
|
19,000
|
||||||
|
Total net deferred tax assets
|
20,187,000
|
19,834,000
|
||||||
|
Less: valuation allowance
|
(20,187,000
|
)
|
(19,834,000
|
)
|
||||
|
Net deferred tax asset
|
$
|
—
|
$
|
—
|
||||
At October 31, 2017, the Company has U.S. net operating loss carry-forwards of approximately $34 million which expire in the years 2018 through 2037. The Company has U.S net capital loss carry-forwards of approximately $0.3 million which expire in the year 2020. The Company has approximately $27 million of net operating loss carry-forwards in Mexico which expire in the years 2018 through 2027.
The valuation allowance for deferred tax assets of $20.2 and $19.8 million at October 31, 2017 and 2016, respectively, relates principally to the uncertainty of the utilization of certain deferred tax assets, primarily net operating loss carry forwards in various tax jurisdictions. The Company continually assesses both positive and negative evidence to determine whether it is more likely than not that the deferred tax assets can be realized prior to their expiration. Based on the Company's assessment, it has determined that the deferred tax assets are not currently realizable.
On December 22, 2017 United States tax legislation was enacted that will reduce the United States corporate tax rate from 35% to 21% effective January 1, 2018.
F-19
Net Operating Loss Carry Forward Limitation
The Tax Reform Act of 1986 contains provisions that limit the utilization of net operating loss and tax credit carry forwards if there has been a change in ownership as described in Section 382 of the Internal Revenue Code. As a result of the Dome merger in April 2010, substantial changes in the Company's ownership have occurred that may limit or reduce the amount of net operating loss carry forwards that the Company could utilize in the future to offset taxable income. The Company has not completed a detailed Section 382 study at this time to determine what impact, if any, that ownership changes may have had on its operating loss carry forwards. In each period since its inception, the Company has recorded a valuation allowance for the full amount of its deferred tax assets, as the realization of the deferred tax asset is uncertain. As a result, the Company has not recognized any federal or state income tax benefit in its consolidated statement of operations and comprehensive loss.
Accounting for Uncertainty in Income Taxes
During the fiscal years ended October 31, 2017 and 2016, the Company has not identified any unrecognized tax benefits or had any additions or reductions in tax positions and therefore a reconciliation of the beginning and ending amount of unrecognized tax benefits is not presented.
The Company does not have any unrecognized tax benefits as of October 31, 2017, and accordingly the Company's effective tax rate will not be materially affected by unrecognized tax benefits.
The following tax years remain open to examination by the Company's principal tax jurisdictions:
|
United States:
|
2013 and all following years
|
|
Mexico:
|
2012 and all following years
|
|
Canada:
|
2013 and all following years
|
The Company has not identified any uncertain tax position for which it is reasonably possible that the total amount of unrecognized tax benefit will significantly increase or decrease within the next 12 months.
The Company's policy is to classify tax related interest and penalties as income tax expense. There is no interest or penalties estimated on the underpayment of income taxes as a result of unrecognized tax benefits.
NOTE 14 – FINANCIAL INSTRUMENTS
Fair Value Measurements
All financial assets and financial liabilities are recorded at fair value on initial recognition. Transaction costs are expensed when they are incurred, unless they are directly attributable to the acquisition of financial assets or the assumption of liabilities carried at amortized cost, in which case the transaction costs adjust the carrying amount.
The three levels of the fair value hierarchy are as follows:
|
Level 1
|
Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
|
|
Level 2
|
Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and
|
|
Level 3
|
Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).
|
Under fair value accounting, assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company's financial instruments consist of cash and cash equivalents, accounts payable, stock option liability and warrant derivative liability.
The carrying amounts of cash and cash equivalents and accounts payable approximate fair value at October 31, 2017 and 2016 due to the short maturities of these financial instruments.
F-20
Derivative liability
The Company classifies warrants on its consolidated balance sheets as a derivative liability which is fair valued at each reporting period subsequent to the initial issuance as the functional currency of Silver Bull is the U.S. Dollar and the exercise price of the warrants is the $CDN. The Company has used the Black-Scholes pricing model to fair value the warrants that do not have an acceleration feature and has used the Monte Carlo valuation model to fair value the warrants that do have an acceleration feature (Note 12). Determining the appropriate fair-value model and calculating the fair value of warrants requires considerable judgment. Any change in the estimates used may cause the value to be higher or lower than that reported. The estimated volatility of the Company's common stock at the date of issuance, and at each subsequent reporting period, is based on the historical volatility adjusted to reflect the implicit discount to historical volatilities observed in the prices of traded warrants. The risk-free interest rate is based on rates published by the government for bonds with a maturity similar to the expected remaining life of the warrants at the valuation date. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend yield is expected to be none as the Company has not paid dividends nor does the Company anticipate paying any dividend in the foreseeable future.
The derivative is not traded in an active market and the fair value is determined using valuation techniques. The estimates may be significantly different from those recorded in the consolidated financial statements because of the use of judgment and the inherent uncertainty in estimating the fair value of these instruments that are not quoted in an active market. All changes in the fair value are recorded in the consolidated statement of operations and comprehensive loss each reporting period. This is considered to be a Level 3 financial instrument.
The Company has the following liabilities under the fair value hierarchy:
|
October 31, 2017
|
||||||||||||
|
Liability
|
Level 1
|
Level 2
|
Level 3
|
|||||||||
|
Stock option liability
|
$
|
—
|
$
|
—
|
$
|
5,194
|
||||||
|
Warrant derivative liability
|
$
|
—
|
$
|
—
|
$
|
341,717
|
||||||
Credit Risk
Credit risk is the risk that the counterparty to a financial instrument will cause a financial loss for the Company by failing to discharge its obligations. To mitigate exposure to credit risk on financial assets, the Company has established policies to ensure liquidity of funds and ensure that counterparties demonstrate minimum acceptable credit worthiness.
The Company maintains its U.S. dollar and $CDN cash and cash equivalents in bank and demand deposit accounts with major financial institutions with high credit standings. Cash deposits held in the United States are insured by the Federal Deposit Insurance Corporation ("FDIC") for up to $250,000 and $CDN cash deposits held in Canada are insured by the Canada Deposit Insurance Corporation ("CDIC") for up to $CDN 100,000. Certain United States and Canadian bank accounts held by the Company exceed these federally insured limits or are uninsured as they related to U.S. dollar deposits held in Canadian financial institutions. As of October 31, 2017 and 2016, the Company's cash and cash equivalent balances held in United States and Canadian financial institutions included $578,773 and $1,375,673 respectively, which was not insured by the FDIC or CDIC. The Company has not experienced any losses on such accounts and management believes that using major financial institutions with high credit ratings mitigates the credit risk in cash and cash equivalents.
The Company also maintains cash in bank accounts in Mexico and Gabon. These accounts are denominated in the local currency and are considered uninsured. As of October 31, 2017 and 2016, the U.S. dollar equivalent balance for these accounts was $25,408 and $17,010, respectively.
Interest Rate Risk
The Company holds substantially all of the Company's cash and cash equivalents in bank and demand deposit accounts with major financial institutions. The interest rates received on these balances may fluctuate with changes in economic conditions. Based on the average cash and cash equivalent balances during the fiscal year ended October 31, 2017, a 1% decrease in interest rates would have resulted in a reduction in interest income for the period of approximately $2,661.
Foreign Currency Exchange Risk
The Company is not subject to any material market risk related to foreign currency exchange rate fluctuations.
F-21
NOTE 15 – COMMITMENTS AND CONTINGENCIES
Compliance with Environmental Regulations
The Company's exploration activities are subject to laws and regulations controlling not only the exploration and mining of mineral properties, but also the effect of such activities on the environment. Compliance with such laws and regulations may necessitate additional capital outlays or affect the economics of a project, and cause changes or delays in the Company's activities.
Property Concessions Mexico
To properly maintain property concessions in Mexico, the Company is required to pay a semi-annual fee to the Mexican government and complete annual assessment work.
Royalty
The Company has agreed to pay a 2% net smelter return royalty on certain property concessions within the Sierra Mojada Property based on the revenue generated from production. Total payments under this royalty are limited to $6.875 million (the "Royalty").
Litigation and Claims
On May 20, 2014, a local cooperative named Sociedad Cooperativa de Exploración Minera Mineros Norteños, S.C.L. ("Mineros Norteños") filed an action in the Local First Civil Court in the District of Morelos, State of Chihuahua, Mexico, against the Company's subsidiary, Minera Metalin, claiming that Minera Metalin breached an agreement regarding the development of the Sierra Mojada Property. Mineros Norteños sought payment of the Royalty, including interest at a rate of 6% per annum since August 30, 2004, even though no revenue has been produced from the applicable mining concessions. It also sought payment of wages to the cooperative's members since August 30, 2004, even though none of the individuals were ever hired or performed work for Minera Metalin under this agreement and Minera Metalin never committed to hiring them. On January 19, 2015, the case was moved to the Third District Court (of Federal jurisdiction). On October 4, 2017, the court ruled that Mineros Norteños was time barred from bringing the case. On October 19, 2017, Mineros Norteños appealed this ruling. The Company and the Company's Mexican legal counsel believe that it is unlikely that the court's ruling will be overturned. The Company has not accrued any amounts in its consolidated financial statements with respect to this claim.
On February 15, 2016, Messrs. Jaime Valdez Farias and Maria Asuncion Perez Alonso (collectively, "Valdez") filed an action before the Local First Civil Court of Torreon, State of Coahuila, Mexico, against the Company's subsidiary, Minera Metalin, claiming that Minera Metalin had breached an agreement regarding the development of the Sierra Mojada Property. Valdez sought payment in the amount of $5.9 million for the alleged breach of the agreement. On April 28, 2016, Minera Metalin filed its response to the complaint, asserting various defenses, including that Minera Metalin terminated the agreement before the payment obligations arose and that certain conditions precedent to such payment obligations were never satisfied by Valdez. The Company and the Company's Mexican legal counsel asserted all applicable defenses. In May 2017, a final judgment was entered finding for us, the defendant, acquitting us of all of the plaintiff's claims and demands. The Company did not accrue any amounts in its consolidated financial statements with respect to this claim.
From time to time, the Company is involved in other disputes, claims, proceedings and legal actions arising in the ordinary course of business. The Company intends to vigorously defend all claims against the Company, and pursue its full legal rights in cases where the Company has been harmed. Although the ultimate outcome of these proceedings cannot be accurately predicted due to the inherent uncertainty of litigation, in the opinion of management, based upon current information, no other currently pending or overtly threatened proceeding is expected to have a material adverse effect on the Company's business, financial condition or results of operations.
F-22
NOTE 16 – SEGMENT INFORMATION
The Company operates in a single reportable segment: the exploration of mineral property interests. The Company has mineral property interests in Sierra Mojada, Mexico.
Geographic information is approximately as follows:
|
For the Year Ended
|
||||||||
|
October 31,
|
||||||||
|
2017
|
2016
|
|||||||
|
Net loss
|
||||||||
|
Mexico
|
$
|
(928,000
|
)
|
$
|
(1,002,000
|
)
|
||
|
Canada
|
(1,339,000
|
)
|
(1,218,000
|
)
|
||||
|
Gabon
|
213,000
|
(15,000
|
)
|
|||||
|
Net Loss
|
$
|
(2,054,000
|
)
|
$
|
(2,235,000
|
)
|
||
The following table details allocation of assets included in the accompanying consolidated balance sheets at October 31, 2017:
|
|
Canada
|
Mexico
|
Total
|
|
|||||||||
|
Cash and cash equivalents
|
$
|
657,000
|
$
|
25,000
|
$
|
682,000
|
|||||||
|
Value-added tax receivable, net
|
-
|
157,000
|
157,000
|
||||||||||
|
Other receivables
|
4,000
|
1,000
|
5,000
|
||||||||||
|
Prepaid expenses and deposits
|
102,000
|
15,000
|
117,000
|
||||||||||
|
Office and mining equipment, net
|
-
|
209,000
|
209,000
|
||||||||||
|
Property concessions
|
-
|
5,004,000
|
5,004,000
|
||||||||||
|
Goodwill
|
-
|
2,058,000
|
2,058,000
|
||||||||||
|
|
$
|
763,000
|
$
|
7,469,000
|
$
|
8,232,000
|
|||||||
The following table details allocation of assets included in the accompanying balance sheet at October 31, 2016:
|
|
Canada
|
Mexico
|
Total
|
|||||||||
|
Cash and cash equivalents
|
$
|
1,450,000
|
$
|
17,000
|
$
|
1,467,000
|
||||||
|
Value-added tax receivable, net
|
-
|
117,000
|
117,000
|
|||||||||
|
Other receivables
|
3,000
|
2,000
|
5,000
|
|||||||||
|
Prepaid expenses and deposits
|
93,000
|
23,000
|
116,000
|
|||||||||
|
Assets held for sale
|
-
|
21,000
|
21,000
|
|||||||||
|
Office and mining equipment, net
|
-
|
226,000
|
226,000
|
|||||||||
|
Property concessions
|
-
|
5,005,000
|
5,005,000
|
|||||||||
|
Goodwill
|
-
|
2,058,000
|
2,058,000
|
|||||||||
|
|
$
|
1,546,000
|
$
|
7,469,000
|
$
|
9,015,000
|
||||||
The Company has significant assets in Coahuila, Mexico. Although Mexico is generally considered economically stable, it is always possible that unanticipated events in Mexico could disrupt the Company's operations. The Mexican government does not require foreign entities to maintain cash reserves in Mexico.
The following table details allocation of exploration and property holding costs for the exploration properties:
|
For the Year Ended
October 31,
|
||||||||
|
2017
|
2016
|
|||||||
|
Exploration and property holding costs for the period
|
||||||||
|
Mexico Sierra Mojada
|
$
|
(944,000
|
)
|
$
|
(1,112,000
|
)
|
||
|
Gabon Mitzic
|
31,000
|
(15,000
|
)
|
|||||
|
|
$
|
913,000
|
$
|
(1,127,000
|
)
|
|||
F-23
TABLE OF CONTENTS
Part IItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 3. Legal ProceedingsItem 4. Mine Safety DisclosurePart IIItem 5. Market For Registrant's Common Equity and Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management's Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits, Financial Statement SchedulesNote 1 Organization, Description Of Business and Going ConcernNote 2 Summary Of Significant Accounting PoliciesNote 3 Value-added Tax ReceivableNote 4 Assets Held For SaleNote 5 Office and Mining EquipmentNote 6 Property ConcessionsNote 7 GoodwillNote 8 Accrued Liabilities and ExpensesNote 9 Shareholder Rights PlanNote 10 Common StockNote 11 Stock OptionsNote 12 WarrantsNote 13 Income TaxesNote 14 Financial InstrumentsNote 15 Commitments and ContingenciesNote 16 Segment Information