SECURITIES & EXCHANGE COMMISSION EDGAR FILING
SILVER BULL RESOURCES, INC.
Form: 10-K
Date Filed: 2013-01-09
Corporate Issuer CIK: 1031093
Symbol:
SIC Code:
Fiscal Year End:
SVBL
1000
10/31
© Copyright 2014, Issuer Direct Corporation. All Right Reserved. Distribution of this document is strictly prohibited, subject to the
terms of use.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
R
£
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED October 31, 2012
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD OF _________ TO _________.
Commission File Number: 001-33125
SILVER BULL RESOURCES, INC.
(Exact name of registrant as specified in its charter)
Nevada
State or other jurisdiction of incorporation or organization
91-1766677
(I.R.S. Employer Identification No.)
925 West Georgia Street, Suite 1908
Vancouver, B.C. V6C 3L2
(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:
Title of each class
Common Stock, $0.01 Par Value
Name of each exchange on which registered
NYSE MKT
Common Stock, $0.01 Par Value
(Title of Class)
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 o No R
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 o No R
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes R No ❑
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 R No ❑
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, or smaller
reporting company:
Large accelerated filer ❑ Accelerated filer R Non-accelerated filer ❑ Smaller reporting company ❑
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o No R
As of January 9, 2013, there were 136,160,157 shares of the registrant’s $0.01 par value Common Stock (“Common Stock”),
the registrant’s only outstanding class of voting securities, outstanding. As of April 30, 2012, the aggregate market value of the
registrant’s voting Common Stock held by non-affiliates of the registrant was $60,205,647 based upon the closing sale price of the
Common Stock as reported by the NYSE MKT.
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SILVER BULL RESOURCES, INC.
ANNUAL REPORT ON FORM 10-K
TABLE OF CONTENTS
PART I
PART II
Items 1 and
2.
Item 1A.
Item 1B.
Item 3.
Item 4.
Business and Properties
Risk Factors
Unresolved Staff Comments
Legal Proceedings
Mine Safety Disclosure
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Market for Registrant’s Common Equity and Related Stockholder Matters
Selected Financial Data
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures about Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Controls and Procedures
PART III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accounting Fees and Services
Item 15.
Exhibits, Financial Statement Schedules
Signatures
PART IV
1
Page
4
14
20
20
20
21
24
24
32
33
33
33
36
36
36
36
36
37
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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, among
other things, planned activities at the Sierra Mojada Project, including expectations regarding our metallurgical program, the scope
and size of the capital budget for the Sierra Mojada Project, and the preparation of an updated NI 43-101 compliant resource
estimate and preliminary economic assessment based on the updated resource estimate during 2013; and planned activities at our
Gabon properties.
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
express 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:
· Results of future exploration at our Sierra Mojada Project;
· Our ability to raise necessary capital to conduct our exploration activities, and do so on acceptable terms;
· Worldwide economic and political events affecting the market prices for silver, gold, zinc, lead, manganese and other
minerals that may be found on our exploration properties;
· The amount and nature of future capital and exploration expenditures;
· Competitive factors, including exploration-related competition;
· Our inability to obtain required permits;
· Timing of receipt and maintenance of government approvals;
· Unanticipated title issues;
· Changes in tax laws;
· Changes in regulatory frameworks or regulations affecting our activities;
· Our ability to retain key management and consultants and experts necessary to successfully operate and grow our
business; and
· 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.
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.
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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.”
The following terms are used throughout this Annual Report on Form 10-K.
Glossary of Common Terms
Concession
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.
Exploration Stage
A prospect that is not yet in either the development or production stage.
Feasibility Study
An engineering study designed to define the technical, economic, and legal viability of a mining
project with a high degree of reliability.
Formation
A distinct layer of sedimentary rock of similar composition.
Mineralized Material
Mining
Mineral bearing material such as zinc, silver, gold, lead or manganese 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.
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.
Ore, Ore Reserve, or Mineable
Ore Body
The part of a mineral deposit which could be economically and legally extracted or produced at the
time of the reserve determination.
Reserves
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) permitted and financed for development
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Resources
Those quantities of mineral deposit estimated
accumulations.
to exist originally
in naturally occurring
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.
Tonne
A metric ton which is equivalent to 2,204.6 pounds.
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Items 1 and 2. BUSINESS AND PROPERTIES
Overview and Corporate Structure
PART I
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. In
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
with respect to any of our projects.
We engage in the business of mineral exploration. We currently own or have the option to acquire 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.
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’s subsidiaries include its wholly-owned
subsidiaries Dome Asia Inc. and Dome International Global Inc., which are incorporated in the British Virgin Islands. Dome
International Global Inc.’s subsidiaries include its wholly-owned subsidiaries incorporated in Gabon, Dome Ventures SARL Gabon
and African Resources SARL Gabon, as well as its 99.99%-owned subsidiary, Dome Minerals Nigeria Limited, incorporated in
Nigeria. Dome Ventures SARL Gabon has a wholly-owned subsidiary, Gabon Resources SARL. We conduct our exploration activities
in Gabon, Africa through Dome Ventures SARL Gabon and African Resources SARL Gabon.
Our efforts have been concentrated in expenditures related to exploration properties, principally in the Sierra Mojada Property located
in Coahuila, Mexico. 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
development and future profitable production. The ultimate realization of our investment in exploration properties cannot be
determined at this time, and accordingly, no provision for any asset impairment that may result, in the event we are not successful in
developing or selling these properties, has been made in the accompanying consolidated financial statements except as disclosed in
Note 5.
Sierra Mojada Project
Location, Access and Infrastructure
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 5 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
southwest. 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, Comision 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 sulphate 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 kilometer 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 1990’s, Kennecott Copper Corporation (“Kennecott”) had a joint venture agreement involving USMX’s 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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In October of 1999, we entered into a joint venture with North Limited of Melbourne, Australia (now Rio Tinto). North Limited withdrew
from the joint venture in October 2000.
We entered into a joint venture agreement with Peñoles in November 2001. The agreement allowed Peñoles to acquire 60% of the
Sierra Mojada project by completing a bankable Feasibility Study and making annual payments to us. During 2002 and 2003,
Peñoles conducted an underground exploration program. In December 2003, the joint venture was terminated by mutual consent
between Peñoles and us.
Title and Ownership Rights
The Sierra Mojada Project is comprised of 43 concessions consisting of 392,130 hectares (about 968,974 acres). This includes 13
concessions that are subject to option agreements which require further payments from us, as described below. 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 ability to obtain financing.
Thirteen of the concessions in the Sierra Mojada project are subject to options to purchase from existing third party concession
owners. The agreements are considered option purchase agreements and give us the option, but not the obligation, to acquire the
concessions at established prices. Pursuant to the option purchase agreements, we are required to make certain payments over the
terms of these contracts. The payments required to obtain full ownership of these concessions are set forth in the table below:
Olympia (1 concession)
Payment Date
February 2013
August 2013
Payment Amount
Mexican peso (“$MXN”) 470,000
$MXN 1,000,000
Maravillas, Ampl. Sierra Mojada and Sierra Mojada (3 concessions)
Payment Date
April 2013
October 2013
April 2014
April 2015
Payment Amount
$MXN 800,000
$MXN 1,800,000
$MXN 2,400,000
$MXN 6,000,000
Nuevo Dulces Nombres (Centenario) and Yolanda III (2 concessions)
Payment Date
Monthly payment beginning August 2014 and
ending August 2016
Payment Amount(1)
$20,000 per month
(1) In August 2016, Silver Bull has the option of acquiring Nuevo Dulces
Nombres (100% interest) for $4 million and Yolanda III (100% interest) for $2
million.
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Poder de Dios, Anexas a Poder de Dios and Ampliacion a Poder de Dios (3 concessions)
Payment Date
April 2013
October 2013
April 2014
October 2014
April 2015(2)
Payment Amount
$300,000
$300,000
$300,000
$300,000
$300,000
Option Purchase Price(1)
$5 million
$5 million
$6 million
$6 million
$7 million
(1) Payments shown in the second column are required to maintain the option. Payments
shown in the third column reflect the purchase price at that point in time for the acquisition of 100%
of the concessions. Upon payment of the option purchase price, no subsequent payments are
required.
(2) After April 2015, Silver Bull must pay $300,000 every 6 months in order to maintain the
option-purchase agreement. During this period, Silver Bull has the option of acquiring Poder de Dios,
Anexas a Poder de Dios and Ampliacion a Poder de Dios (100% interest) for $7 million.
Veta Rica o La Inglesa (1 concession)
Payment Date
April 2013
April 2014
Payment Amount
$300,000
$300,000
La Perla, La India and La India Dos (3 concessions)
Payment Date
April 2013
April 2014
Payment Amount
$400,000
$500,000
(1) Payments shown in the second column are required to maintain the option. Payments
shown in the third column reflect the purchase price at that point in time for the acquisition of 100%
of the concessions. Upon payment of the option purchase price, no subsequent payments are
required.
Option Purchase Price(1)
$4 million
$5 million
If exploration results warrant, we intend to make the above payments. We will record these payments as property concession
assets. In the event we elect not to move forward with the purchase option outlined above, we will expense all cumulative costs
deferred for each respective concession.
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 area (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 “Shallow 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. All of the mineralization identified to date is seen as oxide, which has been derived from primary “sulphide” bodies which have
been oxidized and remobilized into porous and fractured rock along the Sierra Mojada Fault. The formation of a silver rich zone (the
Shallow Silver Zone) and a zinc rich zone (the Zinc Zone) is a reflection of the mobility’s 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. The
thickness and attitude of the mineralized material could potentially be amenable to high volume mechanized mining methods and low
cost production.
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July 2012 Technical Report
On July 5, 2012, SRK Consulting (Canada), Inc. delivered a technical report (the “Report”) on the silver and zinc mineralization in the
“Shallow Silver Zone” of the Sierra Mojada Property in accordance with Canadian Securities Administrators’ National Instrument 43-
101 — Standards of Disclosure for Mineral Projects (“NI 43-101”). The resource was estimated from 1,118 diamond drill holes, 24
reverse circulation drill holes, 8,632 channel samples and 2,346 long holes. In total, these contain 160,120 assay records, of which
144,029 records contain silver and zinc assays values. At an economic cutoff grade of 15 grams/tonne of silver for mineralized
material, the Report indicates mineralized material of 48.863 million tonnes at an average silver grade of 45.9 grams/tonne silver and
an average zinc percentage of 0.93%. 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 very closely 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.
Our consultants perform technical audits of our operations, including our formal 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.
formerly operated a sample preparation and an analytical
We
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 both cost and perception reasons, the internal laboratory has been shut
down, and all drill samples are submitted directly to ALS Chemex for sample preparation and analyses.
that prepared samples
laboratory at
the project
Prior Exploration Activities
We have focused our exploration efforts on two primary locations: the Shallow 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 state and may never enter the development stage.
Prior to 2008, exploration efforts largely focused on the Zinc Zone with surface and underground drilling. In 2008 Pincock, Allen, &
Holt (“PAH”) published a resource report on the Zinc Zone, but no further significant work has been completed on this area until
recently.
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 on the Shallow Silver
Zone which lies largely at surface. By the end of calendar 2011, approximately 80,000 meters of diamond drilling had been completed.
The silver contained within the Shallow 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. These silver and zinc
minerals will probably require a different processing plant to recover the contained metals. Intensive geological, mineralogical,
metallurgical, and geochemical studies are currently underway to better understand the characteristics of the silver mineralization.
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2012 Exploration Activities
Approximately 19,400 meters of drilling from the surface, targeting the Shallow Silver Zone, and 4,100 meters of underground drilling,
targeting the Parrena adit, were completed from January 2012 to May 2012. From June 2012 to October 2012 we drilled from
underground, 3,500 meters targeting the silver mineralization and 1,000 meters targeting the zinc mineralization. From November 1,
2012 to December 31, 2012, we drilled 2,000 meters targeting the zinc mineralization.
The drilling work completed between June and December 2012 was completed using 2 underground “Termite” rigs “twinning” a
series of historical drill holes at the eastern end of the known mineralization of the Sierra Mojada Property. The twinned holes were up
to 50 meters long and were drilled using BQ sized diamond core. Twinned holes are drilled “beside” existing historical drill holes in
order to confirm the grade and tenor of the historical data and increase confidence in the historical data set. 6,500 meters, or
approximately 17% of a 38,000 meter historical data set, was twinned. The twinning program targeted two main areas of historical
drilling, a 1.5 kilometer zone of silver mineralization at the eastern end of the Shallow Silver Zone and a 1 kilometer zone of zinc
mineralization in the Zinc Zone.
In addition to confirming the grade and tenor of the silver and zinc mineralization with the twinning program, much of the historical
longhole data set ended in significant mineralization. Therefore the program also tried to extend the bounds of the known
mineralization by drilling longer holes. Due to the limited range of the Termite drills, and despite extending some holes by as much as
25 meters, a number of holes from the twinning program still ended in mineralization. The twinning program was completed in
December 2012.
2013 Exploration Program
As discussed in the “Material Changes in Financial Condition, Liquidity and Capital Resources” section below we have approved a
calendar year 2013 exploration budget of $3.7 million for the Sierra Mojada Property. The focus of the 2013 calendar year exploration
program is the completion of an updated NI 43-101 compliant resource estimate, continued metallurgical work as described below
and the completion of a preliminary economic assessment based on the updated resource estimate.
Metallurgical Studies
Our Vice President of Metallurgy, George Rawsthorne in conjunction with outside metallurgical consultants, is leading
our metallurgical program. The goal of this program is to test the silver mineralization for heap and agitation cyanide leach methods.
We will also investigate how any low grade zinc (<1%) which reports with the silver mineralization, can be recovered. We will also
review all of the previous metallurgical work completed on the Zinc Zone.
During November 2012, we received preliminary results for metallurgical testing on samples taken from a portion of the Shallow
Silver Zone and the Zinc Zone. On the Shallow Silver Zone, metallurgical work focused on cyanide leach recovery of the silver using
“Bottle Roll” tests to simulate an agitation leach system. On the Zinc Zone, metallurgical work focused on roasting the ore in a rotary
kiln to fume off the zinc and collect it as a zinc oxide concentrate. Preliminary results from these initial tests were promising, and
further metallurgical tests are continuing on samples taken from other areas of the Shallow Silver Zone and Zinc Zone.
Continued Improvement of the Sierra Mojada Infrastructure
The Sierra Mojada Project office and camp facilities received an upgrade in 2012 to improve on the serviceability and utility of the
facilities and the safety surrounding activity on the grounds of the facility.
Exploration of Land Position
During 2011, we conducted an extensive exploration program on three prospects: “San Francisco,” “Palomas Negros,” and
“Dormidos,” which lie outside the immediate mineralized zone at Sierra Mojada. Initial mapping and prospecting over these areas
looked promising. Only San Francisco was drilled in 2011, and although intercepting silver and zinc mineralization up to 15 meters in
width it was not deemed to be a priority target for 2012. Follow up work is planned on the other two prospects in 2013.
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Gabon, Africa Licenses and Interests
We, through our wholly-owned subsidiary Dome, own two exploration licenses (Ndjole and Mitzic), each covering approximately 2,000
square kilometers in Gabon, Africa. These concessions are without known reserves and the project is exploratory in nature. The
Ndjole license and the Mitzic license are approximately 150 km east of Libreville, the capital of Gabon.
The map below shows the location of the Gabon Projects:
In November 2006, Dome was granted the Mitzic prospection permit covering 12,800 square kilometers in Gabon. In July of 2008,
Dome converted three areas of the Mitzic prospection permit into three “exploration” licenses, namely the Mitzic exploration license,
the Mevang exploration license (which we chose not to pursue) and the Ndjole exploration license, each covering an area of 2,000
square kilometers.
The “Mitzic” and “Ndjole” exploration licenses take in areas of Archaean basement rocks and Palaeo-Proterozic cover sequences that
are highly prospective for gold, manganese and iron. An extensive stream sampling campaign conducted by the French geological
survey in the 1970’s and 1980’s identified numerous stream anomalies within these areas that had never been explored with modern
exploration methods due to the dense cover of equatorial rainforest, the low population of the country, and the government’s previous
focus on petroleum and forestry. The Mitzic exploration license takes in a series of Archaean rocks that include greenstone belts and
banded iron formations and is highly prospective for iron ore. The Ndjole exploration license takes in Palaeo-Proterozoic rocks that
form part of the Central West African Orogenic Belt, and are strongly deformed and metamorphosed to greenschist facies, making
them highly prospective for large “orogenic”-type gold deposits. The Ndjole license also takes in structural disruptions associated with
a second continental-scale structure, the “Ikoye-Ikobe Fault.” This area is characterized by extensive artisinal gold workings of which
the gold is thought to come from a local primary source.
The Ndjole license and previously-held Mevang license were being explored under a joint venture agreement with AngloGold Ashanti
(“AngloGold”). AngloGold terminated this joint venture effective August 16, 2012 after incurring exploration expenditures of $5.9
million. As a result of this termination a 100% interest in the Ndjole license has reverted back to Silver Bull.
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Prior to the joint venture agreements being terminated, the majority of our work in Gabon was previously conducted by AngloGold.
We continue to believe that the Ndjole license has gold and manganese potential and the Mitzic license has iron ore potential. We are
currently looking for a joint venture partner on the Ndjole and Mitzic licenses.
To date, three main coherent gold anomalies above 50 parts per billion (“ppb”) and over 5km in length and up to 1.5km wide and
several smaller anomalous zones up to 2km in length and up to 1km wide have been identified. Background gold values in the region
are less than 5 ppb and results above 20 ppb are considered anomalous. Over 25% of the results received to date are above 30 ppb
with peak values in excess of 5,000 ppb in the soils. The anomalies appear to have strong structural controls concentrating along
mapped or inferred lithological contacts, structural breaks, and fold hinges. There is also a strong spatial relationship of the gold
anomalies to a thick graphitic lithological unit in the area that is thought to represent an ideal lithological trap for mineralizing fluids.
Initial prospecting in these anomalous zones has identified a number of gold bearing quartz veins, many of which run between 2 g/t to
5 g/t gold.
Exploratory drilling has focused on these gold anomalies. East-west trending drill fences have been positioned to test roughly north-
south trending lithological contacts which are considered as the most favorable sites for gold deposition. A total of 5,300 meters has
been drilled with gold intercepts between 1 meter to 13 meters in thickness encountered. The best intercept averaged 7.24 g/t gold
over 9 meters. Most intercepts were in the 1 meter to 3 meters range at 1 to 4 g/t gold. In addition the drilling identified manganese
with the best manganese intercept averaging 22% manganese over 34.5 meters from surface.
Gabon Facility
Our facilities in Gabon include three rented offices which double as living accommodations for staff. Two of the offices are located in
the capital city of Libreville, and one field office is located in the village of Ndjole. The Libreville offices include an office-house used
by our staff to coordinate exploration activities involving the Mitzic license, and an office-house used by our staff to coordinate and
manage exploration activities for the Ndjole license. The Ndjole field office is four hours by sealed road due east from Libreville and is
the main staging point for exploration activities for work on the Ndjole license. Field-based activities here are run out of tented field
camps. Electricity for all offices is supplied from the local grid and from light diesel generators for field camps.
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
Tim Barry
Vancouver, BC
Sean Fallis
Vancouver, BC
62 Chairman
37
President, Chief Executive Officer and Director
33
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., Lundin
Mining Corporation, and ShaMaran Petroleum Corp. Mr. Edgar practiced corporate/securities law in Vancouver, British Columbia,
Canada for sixteen years.
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Tim 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 5 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 CO2 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 registered geologist (MAusIMM). He also serves on the board of directors of
Acme Resources, a junior exploration company listed on the Toronto Stock Exchange.
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
At
PricewaterhouseCoopers, Mr. Fallis focused on clients in the mining industry. Further, he worked at SmytheRatcliffe Chartered
Accountants 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 Chartered Accountant.
the audit and assurance practice.
in
Competition and Mineral Prices
Mineral Prices
Silver and zinc are commodities, and their prices are volatile. From January 1, 2012 to December 31, 2012 the price of silver ranged
from a low of $26.67 per troy ounce to a high of $37.23 per troy ounce, and from January 1, 2012 to November 30, 2012 the price of
zinc ranged from a low of $1,816 per tonne to a high of $2,058 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, 2012, the closing price of silver was $32.28 per troy ounce. On
October 31, 2012, the closing price of zinc was $1,904 per tonne.
Silver
(per troy ounce)
Low
$6.39
$8.83
$11.67
$8.88
$10.51
$15.14
$26.16
$26.67
Year
2005
2006
2007
2008
2009
2010
2011
2012
High
$9.23
$14.94
$15.82
$20.92
$19.18
$30.70
$48.70
$37.23
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Zinc
(per tonne)
Year
2005
2006
2007
2008
2009
2010
2011
2012*
High
$1,819
$4,381
$3,848
$2,511
$2,374
$2,414
$2,473
$2,058
Low
$1,196
$2,091
$2,379
$1,113
$1,118
$1,746
$1,871
$1,816
* Through November 30, 2012.
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 will obtain the licenses, permits or 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 and Gabon.
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. We will conduct our operational compliance with applicable laws and regulations.
Changes to current state or federal laws and regulations in Mexico and Gabon 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 2012, we had no material environmental incidents or non-compliance with any applicable environmental
regulations.
Employees
We have five employees, of which, all are full time. Contratistas de Sierra Mojada S.A. de C.V, our wholly-owned operating subsidiary
in Mexico currently has 20 employees who are all full time. Minera Metalin S.A. de C.V., our mineral holding company in Mexico,
does not have any employees. Dome Gabon SARL, our wholly-owned subsidiary in Gabon, has 3 employees who are all full time.
African Resources SARL Gabon does not have any employees.
Corporate Offices
Our corporate offices are located at 925 West Georgia Street, Suite 1908, Vancouver, British Columbia, Canada V6C 3L2. Our
telephone number is (604) 687-5800, and our fax number is (604) 563-6004.
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
13
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.
Item 1A. RISK FACTORS
A purchase of our securities involves a high degree of risk. Our business, 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 also 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:
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 on-going exploration efforts at our Sierra Mojada Project. We raised in excess of $3 million during our 2010
fiscal year, increased our cash and cash equivalent assets by approximately $14.58 million through the merger transaction with Dome
Ventures Corporation (“Dome”) that occurred in April 2010 and raised approximately $5 million in a private placement in fiscal 2011.
In addition, we raised approximately $10.5 million from an offering of our common stock to certain investors that occurred in
December 2011. However, as of October 31, 2012, we had working capital of $2.9 million and cash and cash equivalents of $3.2
million, and 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 financing, 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 conditions
and exploration activities. See Note 1 to our Consolidated Financial Statements included in this Annual Report on Form 10-K.
We are an exploration stage mining company with no history of operations.
We are an exploration stage enterprise engaged in mineral exploration in Mexico and Gabon, Africa. 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 or on our exploration licenses in Gabon,
Africa, nor have our properties been shown to contain proven or probable mineral reserves. SRK Consulting (Canada), Inc. recently
completed a technical report on the silver and zinc mineralization in the “Shallow Silver Zone” of the Sierra Mojada Project. We
cannot assure you that any mineral deposits we identify on the Sierra Mojada Project, in Gabon 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 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.
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EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Mineral resource estimates may not be reliable.
There are numerous uncertainties inherent in estimating quantities of mineralized material such as silver, zinc, lead, and gold,
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.
Although we hold exploration licenses in Gabon, 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 recently 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 to
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 further
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 years ended October 31, 2012 and October 31, 2011, we suffered net losses of $13,360,411 and $12,237,360,
respectively. At October 31, 2012, we had stockholders’ equity of $30,699,624 and working capital of $2,924,766. 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 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.
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EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
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 given our focus on the Sierra, Mojada Project.
Our financial condition is affected in part by currency exchange rates, as portions of our exploration costs in Mexico and Gabon are
denominated in the local currency. A weakening U.S. dollar relative to the Mexican peso will have the effect of increasing exploration
costs while a strengthening U.S. dollar will have the effect of reducing exploration costs. The Gabon local currency is tied to the Euro.
Some of our exploration activities in Mexico are tied to the peso. The exchange rates between the Euro and the U.S. dollar and
between the peso and U.S. dollar have fluctuated widely in response to international political conditions, general economic conditions
and other factors beyond our control. We seek to mitigate exposure to foreign currency fluctuations by holding a majority of our cash
balances in U.S. dollars.
THE BUSINESS OF MINERAL EXPLORATION IS SUBJECT TO MANY RISKS:
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 force;
· exploration for minerals is highly speculative and involves substantial risks and is frequently un-productive, 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, gold, manganese 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.
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EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
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, gold, manganese 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, gold, manganese 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 we also hold interests in Gabon, 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, 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 and/or Gabon 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 U.S., Canada, Mexico and/or Gabon 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.
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EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
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.
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, and 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 land 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
December 2012, there were no such annotations, nor are we aware of any challenges from the government or from third parties.
In addition, in connection with the purchase of certain mining concessions, the prior management of 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, an amount that will only be reached if there is significant future production from the concessions. 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 regulation 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.
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Future changes in environmental regulation 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.
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. Although the work completed on the Sierra Mojada
Project thus far indicates that an adequate supply of water can probably be developed in the area for a future mining operation, we
will need to obtain sufficient access to available water if the project eventually warrants development into a mining operation.
We may face a shortage of supplies and materials.
The mineral industry has experienced from time to time shortages of certain supplies and materials necessary in the exploration for
and evaluation of mineral deposits. The prices at which such supplies and materials are available have also greatly increased. Our
planned operations could be subject to delays due to such shortages and further price escalations could increase our costs for such
supplies and materials. Our experience and that of others in the industry is that suppliers are often unable to meet contractual
obligations for supplies, equipment, materials, and services, and that alternate sources of supply do not exist.
Competition for outside engineers and consultants is fierce.
We are heavily dependent upon outside engineers and other professionals to complete work on our exploration projects. The mining
industry has experienced significant growth over the last several years and as a result, many engineering and consulting firms have
experienced a shortage of qualified engineering personnel. We closely monitor our outside consultants through regular meetings and
review of resource allocations and project milestones. However, the lack of qualified personnel combined with increased mining
projects could result in delays in completing work on our exploration projects or result in higher costs to keep personnel focused on
our project.
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. We
believe that we will be able to attract competent employees and consultants, but no assurance can be given that we will be
successful in this regard. If we are unable to engage and retain the necessary personnel, our business would be materially and
adversely affected. Competition for these professionals is extremely intense.
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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.
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 extremely volatile.
Our common stock is listed on the TSX and NYSE MKT. 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 and in Gabon, progress reports on our exploration activities, and other events or factors. In
addition, stock markets have experienced extreme price volatility generally in recent years. This volatility has had a substantial effect
on the market 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, or properties for which we perform services, 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 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 sustain market prices 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.
Item 1B. UNRESOLVED STAFF COMMENTS
None.
Item 3. LEGAL PROCEEDINGS
We are not subject to any pending or, to our knowledge, threatened, legal proceedings.
Item 4. MINE SAFETY DISCLOSURE
Not applicable.
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Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Market Information
PART II
Our common stock is traded on the NYSE MKT (formerly known as the NYSE Amex) under the symbol “SVBL.” On August 26,
2010, our common stock began 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, 2012, October 31, 2011, as well as through December 31, 2012, as reported by the NYSE MKT and the TSX.
NYSE MKT
(SVBL)
Toronto
Stock Exchange
(SVB) (1)
High
Low
High
Low
($)
(Cdn$)
2013
First Quarter (through December 31, 2012)
$0.50
$0.40
$0.51
$0.36
2012
First Quarter (January 31, 2012)
$0.70
$0.45
$0.70
$0.45
Second Quarter (April 30, 2012)
0.66
0.47
0.60
0.48
Third Quarter (July 31, 2012)
0.54
0.39
0.53
0.41
Fourth Quarter (October 31, 2012)
0.55
0.42
0.54
0.44
2011
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
$1.37
$0.60
$1.27
$0.78
1.45
0.88
1.33
0.88
1.04
0.57
0.98
0.58
0.77
0.45
0.75
0.50
(1) Silver Bull began trading on the TSX on August 26, 2010.
The closing price of our Common Stock as reported on December 31, 2012 on the NYSE MKT, was $0.43 per share.
Holders
As of January 9, 2013, there were 186 holders of record of our common stock. This does not include persons who hold our common
stock in brokerage accounts and otherwise in “street name.”
Dividends
We did not declare or pay cash or other dividends on our common stock during the last two calendar years. We have no plans to pay
any dividends in the foreseeable future.
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Securities Authorized for Issuance Under Equity Compensation Plans
As of October 31, 2012, we had two active formal equity compensation plans.
·The 2006 Stock Option Plan (the “2006 Plan”) was adopted by the board of directors in May 2006, and approved by the
stockholders in July 2006. Five million shares of common stock are reserved for issuance under the 2006 Plan. As of
October 31, 2012, options to acquire 100,002 shares of common stock are outstanding pursuant to the 2006 Plan
and 4,424,379 shares remain available for issuance under the plan.
· The 2010 Stock Option and Bonus Plan (the “2010 Plan”) was adopted by the board of directors in December 2009 and
approved by the stockholders 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, 2012, there are 13,616,015 shares reserved for issuance under the 2010 Plan. Options to acquire 7,430,000 shares of
common stock are outstanding pursuant to the 2010 plan, and 5,515,657 shares remain available for issuance under the
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, 2012.
Plan Category
Equity compensation plans
approved by security holders
Equity compensation plans not
approved by security holders
Total
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
7,530,002(1)
90,000(3)
7,620,002
$0.66
$0.34
$0.66
9,940,036(2)
—
9,940,036
(1) Includes: (i) options to acquire 100,002 shares of common stock under the 2006 Plan; and (ii) options to acquire 7,430,000
shares of common stock under the 2010 Plan.
(2) Includes: (i) 4,424,379 shares of common stock available for issuance under the 2006 Plan; and (ii) 5,515,657 shares of
common stock available for issuance under the 2010 Plan.
(3) Includes warrants to purchase 90,000 shares as compensation for financial services to David Nahmias.
Recent Sales of Unregistered Securities and Purchases of Equity Securities by the Issuer
No sales of unregistered equity securities occurred during the period covered by this report and through January 9, 2013.
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.
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Performance Graph
The following information in this Item 5 of this Annual Report on Form 10-K is not deemed to be “soliciting material” or to be “filed”
with the SEC or subject to the liabilities of Section 8 of the Exchange Act, and will not be deemed to be incorporated by reference into
any filing under the Securities Act or the Exchange Act, except to the extent we specifically incorporate it by reference into such a
filing.
The following graph compares the cumulative return provided to stockholders of Silver Bull relative to the cumulative total returns of
the NYSE MKT Composite Index (XAX) and the Philadelphia Gold and Silver Index (XAU). An investment of $100 is assumed to
have been made in our common stock and in each of the indexes on October 31, 2007 and its relative performance is tracked
through October 31, 2012. The indices are included for comparative purpose only.
Silver Bull Resources, Inc. (SVBL)
NYSE MKT Composite Index (XAX)
Philadelphia Gold and Silver Index (XAU)
Oct. 31,
2007
$100.00
$100.00
$100.00
Oct. 31,
2008
$13.19
$57.97
$43.09
Oct. 31,
2009
$16.56
$69.25
$83.27
Oct. 31,
2010
$19.33
$82.36
$108.61
Oct. 31,
2011
$20.55
$89.80
$106.99
Oct.31,
2012
$15.03
$93.24
$100.08
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Item 6. SELECTED FINANCIAL DATA
The following table summarizes certain selected consolidated financial data with respect to Silver Bull and should be read in
conjunction with the Consolidated Financial Statements and Notes thereto appearing elsewhere in this report.
(In thousands, except per share data)
FINANCIAL HIGHLIGHTS
Year Ended October 31,
2012
2011
2010 (1)
2009
2008
Revenues
Loss from operations
Net loss
Basic and diluted loss per common
share
Cash and cash equivalents
Total assets
Stockholders’ equity
$
—
$
(13,380)
(13,360)
—
$
(11,745)
(12,237)
$
—
(10,838)
(9,405)
(0.10)
3,201
32,354
30,700
(0.11)
4,240
35,214
32,991
(0.12)
10,571
41,313
39,526
—
$
(4,453)
(4,724)
(0.12)
1,483
7,042
6,237
—
(8,743)
(12,320)
(0.31)
2,229
7,818
7,440
(1) On April 16, 2010, we completed a merger transaction with Dome whereby Dome became our wholly owned subsidiary. At
the closing of the transaction, as a result of the transaction, $11,961,516 of net proceeds from Dome’s special warrant
offering and the cash acquired in the transaction, our cash and cash equivalents increased by approximately $14,580,000.
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 and Contratistas, and
though Minera’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.
On April 16, 2010, we completed a merger transaction with Dome whereby Dome became our wholly-owned subsidiary. Dome
through its subsidiaries holds two exploration licenses in Gabon, West Africa covering approximately 4,000 square kilometers and
entered into a joint venture agreement with a subsidiary of AngloGold on its Ndjole license and previously held Mevang license. Dome
also entered into a second joint venture agreement on the Ogooue license held by AngloGold. The Ndjole and Mevang Joint Venture
Agreement and Ogooue Joint Venture Agreement were terminated by AngloGold effective August 16, 2012. We believe that the
Ndjole license has gold and manganese potential and the Mitzic license has iron ore potential. We are currently looking for a joint
venture partner on the Ndjole and Mitzic licenses. Operations in Gabon are conducted by Dome’s subsidiaries Dome Ventures SARL
Gabon, African Resources SARL Gabon and Gabon Resources SARL.
Our principal offices are located at 925 West Georgia Street, Suite 1908, Vancouver, BC, Canada V6C 3L2, and our telephone
number is 604-687-5800.
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Current Year Developments
Sierra Mojada Property
In January 2012, the board of directors approved a calendar year 2012 exploration budget of $14.6 million for the Sierra Mojada
Property and a $1.9 million budget for general and administration expense. The majority of budgeted expenditures related to drilling
and metallurgy on the silver and zinc mineralization and concession option purchase agreement payments. Due to volatile market
conditions as of June 2012, we decided to reduce activity at the Sierra Mojada Property. Our updated exploration budget for the
Sierra Mojada property for the period from June 2012 to December 2012 was $4.5 million compared to $7.9 million in the original
budget. The updated exploration budget focused on metallurgy, compiling geological data to better delineate future drill targets and a
3,000 meter underground drill program which was subsequently increased to 5,000 meters targeting silver and zinc mineralization
defined by significant historical work in the Shallow Silver Zone.
Mineralized Material Estimate
On July 5, 2012, SRK Consulting (Canada), Inc. delivered a technical report (the “Report”) on the silver and zinc mineralization in the
“Shallow Silver Zone” of the Sierra Mojada Property in accordance with the Canadian Securities Administrators’ National Instrument
43-101 — Standards of Disclosure for Mineral Projects (“NI 43-101”). The resource was estimated from 1,118 diamond drill holes, 24
reverse circulation drill holes, 8,632 channel samples and 2,346 long holes. In total, these contain 160,120 assay records, of which
144,029 records contain silver and zinc assays values. At an economic cutoff grade of 15 grams/tonne of silver for mineralized
material, the Report indicates mineralized material of 48.863 million tonnes at an average silver grade of 45.9 grams/tonne silver and
an average zinc percentage of 0.93%. 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 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.
Drilling
Approximately 19,400 meters of drilling from the surface, targeting the Shallow Silver Zone and 4,100 meters of underground drilling,
targeting the Parrena adit, were completed from January 2012 to May 2012. From June 2012 to October 2012, we drilled from
underground 3,500 meters targeting the silver mineralization, and 1,000 meters, targeting the zinc mineralization. From November 1,
2012 to December 31, 2012, we drilled 2,000 meters targeting the zinc mineralization.
The drilling work completed between June and December 2012 was completed using 2 underground “Termite” rigs “twinning” a
series of historical drill holes at the eastern end of the known mineralization of the Sierra Mojada Property. The twinned holes were up
to 50 meters long and were drilled using BQ sized diamond core. Twinned holes are drilled “beside” existing historical drill holes in
order to confirm the grade and tenor of the historical data and increase confidence in the historical data set. 6,500 meters, or
approximately 17% of a 38,000 meter historical data set, was twinned. The twinning program targeted two main areas of historical
drilling, a 1.5 kilometer zone of silver mineralization at the eastern end of the Shallow Silver Zone and a 1 kilometer zone of zinc
mineralization in the Zinc Zone.
In addition to confirming the grade and tenor of the silver and zinc mineralization with the twinning program, much of the historical
longhole data set ended in significant mineralization. Therefore the program also tried to extend the bounds of the known
mineralization by drilling longer holes. Due to the limited range of the Termite drills, and despite extending some holes by as much as
25 meters, a number of holes from the twinning program still ended in mineralization. The twinning program was completed in
December 2012.
Metallurgical Studies
Our Vice President of Metallurgy, George Rawsthorne, in conjunction with outside metallurgical consultants, is leading our
metallurgical program. The goal of this program is to test the silver mineralization for heap and agitation cyanide leach methods. We
will also investigate how any low grade zinc (<1%) which reports with the silver mineralization, can be recovered. We will also review
all of the previous metallurgical work completed on the Zinc Zone.
During November 2012, we received preliminary results for metallurgical testing on samples taken from a portion of the Shallow
Silver Zone and the Zinc Zone. On the Shallow Silver Zone, metallurgical work focused on cyanide leach recovery of the silver using
“Bottle Roll” tests to simulate an agitation leach system. On the Zinc Zone, metallurgical work focused on roasting the ore in a rotary
kiln to fume off the zinc and collect it as a zinc oxide concentrate. Preliminary results from these initial tests were promising, and
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further metallurgical tests are continuing on samples taken from other areas of the Shallow Silver Zone and Zinc Zone.
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Geological Mapping
In addition to drilling the extensions on the Shallow Silver Zone, a regional mapping and prospecting exploration program focused on
the Palamos Negros and Dormidos is underway. The aim of this program is to identify drill targets in these prospects outside of the
Shallow Silver Zone.
2013 Exploration Program
As discussed in the “Material Changes in Financial Condition, Liquidity and Capital Resources” section below we have approved a
calendar year 2013 exploration budget of $3.7 million for the Sierra Mojada Property. The focus of the 2013 calendar year exploration
program is the completion of an updated NI 43-101 compliant resource estimate, continued metallurgical work as described
previously and the completion of a preliminary economic assessment based on the updated resource estimate.
Gabon Property
The majority of our work in Gabon was previously conducted by AngloGold under the terms of certain joint venture agreements.
Effective August 16, 2012, AngloGold terminated those agreements. We continue to believe that the Ndjole license has gold and
manganese potential and the Mitzic license has iron ore potential. We are currently looking for a joint venture partner on the Ndjole
and Mitzic licenses.
To date, three main coherent gold anomalies above 50 parts per billion (“ppb”) and over 5km in length and up to 1.5km wide and
several smaller anomalous zones up to 2km in length and up to 1km wide have been identified. Background gold values in the region
are less than 5 ppb and results above 20 ppb are considered anomalous. Over 25% of the results received to date are above 30 ppb
with peak values in excess of 5,000 ppb in the soils. The anomalies appear to have strong structural controls concentrating along
mapped or inferred lithological contacts, structural breaks, and fold hinges. There is also a strong spatial relationship of the gold
anomalies to a thick graphitic lithological unit in the area that is thought to represent an ideal lithological trap for mineralizing fluids.
Initial prospecting in these anomalous zones has identified a number of gold bearing quartz veins, many of which run between 2 g/t to
5 g/t gold.
Exploratory drilling has focused on these gold anomalies. East-west trending drill fences have been positioned to test roughly north-
south trending lithological contacts which are considered as the most favorable sites for gold deposition. A total of 5,300 meters has
been drilled with gold intercepts between 1 meter to 13 meters in thickness encountered. The best intercept averaged 7.24 g/t gold
over 9 meters. Most intercepts were in the 1 meter to 3 meters range at 1 to 4 g/t gold. In addition the drilling identified manganese
with the best manganese intercept averaging 22% manganese over 34.5 meters from surface.
Management Changes
On February 22, 2012, Joshua Crumb was appointed to the Board of Directors as an independent director. Mr. Crumb is an engineer
and mineral economist with a wide range of executive experience in the mining industry. Mr. Crumb is a co-founder of LEC Minerals
Inc, a private investment corporation that also provides advisory services for mining/exploration companies. Mr. Crumb was formerly
the Senior Metals Strategist at Goldman Sachs, working in the commodity research division in London and has held various positions
within the Lundin group of companies. Mr. Crumb holds a Bachelor of Science degree in Engineering and Master of Science in
Mineral Economics from the Colorado School of Mines
On February 22, 2012, John McClintock was appointed to the Board of Directors. Mr. McClintock has a significant amount of
experience in all facets of the mineral exploration business, which has come from managing large exploration organizations. He
currently serves as the President of McClintock Geological Management, which provides ongoing management services to Northisle
Copper and Gold Inc. and Savant Explorations Ltd. Mr. McClintock holds an MBA from Simon Fraser University and an
undergraduate degree in geology, with honors, from the University of British Columbia. He is a member of the Professional
Engineers of British Columbia, the Prospectors and Developers Association of British Columbia, and the Association of Mineral
Exploration of British Columbia.
On February 22, 2012, Dr. Nicole Adshead-Bell and Duncan Hsia informed the Board of Directors of their decision not to stand for re-
election as directors of Silver Bull at the 2012 annual meeting of shareholders (the “Annual Meeting”). Accordingly, Dr. Adshead-Bell
and Duncan Hsia ceased being directors of Silver Bull at the conclusion of the 2012 Annual Meeting.
On July 4, 2012, the Independent Contractor Agreement between Silver Bull and Jason Cunliffe, Silver Bull’s Vice President of
Exploration, was terminated.
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On June 6, 2012, Silver Bull entered into an amended and restated employment agreement with Sean Fallis that provides for an
annual base salary effective May 1, 2012 of $CDN 165,000. The amended and restated employment agreement provides that Mr.
Fallis is entitled to written notice of termination for up to six months if Mr. Fallis meets certain employment terms and is terminated
without cause. Further upon a change of control (which is defined in the amended and restated employment agreement), Mr. Fallis is
entitled to receive a severance payment of up to 12 months of his base salary plus the previous year bonus, if Mr. Fallis terminates
his employment within three months of such change in control.
Results of Operations
For the fiscal year ended October 31, 2012, we experienced a consolidated net loss of $13,360,000 or approximately $0.10 per
share, compared to a consolidated net loss of $12,237,000 or approximately $0.11 per share during the fiscal year ended October
31, 2011. The $1,123,000 increase in the consolidated net loss was primarily due to a $2,916,000 increase in exploration and
property holding costs in the 2012 fiscal year from the 2011 fiscal year and other income of $128,000 in the 2012 fiscal year
compared to other expenses of $465,000 in the 2011 fiscal year. This was partially offset by a $876,000 recovery of uncollectible
value-added taxes in the 2012 fiscal year compared to a $204,000 provision for uncollectible value added taxes in the 2011 fiscal
year.
Exploration and Property Holding Costs
Exploration and property holding costs increased $2,916,000 to $11,289,000 in the 2012 fiscal year from $8,373,000 in the 2011
fiscal year primarily due to increased drilling costs due to higher drilling costs in the Parrena Adit, increased assay costs due to rush
orders on certain assays and increased metallurgical costs as metallurgical work was a significant focus in the 2012 fiscal year. Also,
we recorded a $2,006,000 concession impairment in the 2012 fiscal year as certain concessions in Gabon and Mexico will not be
pursued and certain concessions which we plan to pursue did not have expected cash flows that supports the value of these assets
before the impairment was recorded.
General and Administrative Costs
General and administrative expenses decreased $1,281,000 to $2,091,000 in the 2012 fiscal year from $3,372,000 in the 2011 fiscal
year as described below.
Personnel costs decreased $323,000 to $1,046,000 in the 2012 fiscal year from $1,369,000 in the 2011 fiscal year. This decrease
was primarily due to $165,000 non-recurring severance payment in the comparable period last year and lower stock based
compensation, which decreased to $416,000 in the 2012 fiscal year from $587,000 in the 2011 fiscal year.
Office and administrative expenses increased $223,000 to $881,000 in the 2012 fiscal year from $658,000 in the 2011 fiscal year.
This increase is mainly due to increased investor relation activities.
Professional fees decreased $124,000 to $465,000 in the 2012 fiscal year from $589,000 in the 2011 fiscal year. The decrease was
primarily due a decrease in recruitment fees paid for new employees and a decrease in accounting and tax expenses.
Directors’ fees of $571,000 in the 2012 fiscal year was similar to $526,000 in the 2012 fiscal year.
We recorded a recovery of $876,000 in the 2012 fiscal year for uncollectible value-added taxes compared to a provision of $204,000
in the 2011 fiscal year. The change in management expectation of collection was mainly due to value-added tax collected in Mexico
of $3,332,000 inclusive of interest related to the tax returns filed in Mexico City for calendar year 2007 to 2012. The allowance for
uncollectible taxes was estimated by management based upon a number of factors including the length of time the returns have been
outstanding, responses received form tax authorities, general economic conditions in Mexico and Gabon and estimated net recovery
after commissions.
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Other Income (Expense)
We recorded other income of $128,000 in the 2012 fiscal year compared to other expense of $465,000 in the 2011 fiscal year. We
recorded interest income of $160,000 in the 2012 fiscal year compared to $37,000 in the 2011 fiscal year. This increase in interest
income was mainly as a result of interest received on value added tax collection in Mexico. We recorded a foreign currency
transaction loss of $276,000 in the 2012 fiscal year compared to a foreign currency transaction loss of $349,000 in the 2011 fiscal
year as discussed below. Also, we recorded miscellaneous income of $243,000 in the 2012 fiscal year compared to miscellaneous
expense of $153,000 in the 2011 fiscal year. During the 2012 fiscal year we received supporting documents that allowed us to reduce
our liability for certain withholding taxes. This amount has been accrued in 2011 fiscal year and was included in miscellaneous
expense in the 2011 fiscal year.
The foreign currency transaction loss in the 2012 fiscal year was primarily the result of the depreciation of the Central African franc
and the resulting impact on the intercompany loans between Silver Bull and our Gabonese subsidiaries. The foreign currency
transaction loss in the 2011 fiscal year was primarily the result of the depreciation of the Mexican Peso and the resulting impact on
the intercompany loans between Silver Bull and our Mexican subsidiaries. In the 2012 fiscal year, foreign currency transaction
gains/losses are not recorded on the intercompany loans between Silver Bull and our Mexican subsidiaries due to the change in
functional currency described in the “Critical Accounting Policies” section.
Material Changes in Financial Condition, Liquidity and Capital Resources
Cash Flows
During the 2012 fiscal year we primarily utilized cash and cash on hand to fund exploration activities at the Sierra Mojada Property
including property, property concession option purchase agreement payments and general and administrative expenses. Additionally,
during fiscal year 2012, we received net proceeds after offering costs of $10,218,000 as we closed registered direct offerings for the
sale of 21,050,000 shares of common stock at a price of $0.50 per share during December 2011. As a result of the registered direct
offerings offset by the exploration activities and general and administrative expenses, cash and cash equivalents decreased from
$4,240,000 at October 31, 2011 to $3,201,000 at October 31, 2012.
Cash flows used in operations for the 2012 fiscal year was $9,592,000 as compared to $11,503,000 in the 2011 fiscal year. This
decrease was mainly due to the collection of VAT receivable in 2012 fiscal year which was partially offset by a reduction in accounts
payable and accrued liabilities.
Cash flows used in investing activity for the 2012 fiscal year was $1,615,000 as compared to $398,000 in the 2011 fiscal year. The
increase was mainly due to property concession option payments of $1,548,000 in the 2012 fiscal year compared to $798,000 in the
2011 fiscal year which was offset by proceeds from equipment sales of $443,000 in the last fiscal year.
Cash flows provided by financing activities for the 2012 fiscal year was $10,254,000 as compared to $5,608,000 for the 2011 fiscal
year. The significant increase is due to the registered direct offerings which closed in December 2011 for net proceeds of
$10,218,000 compared to net proceeds of $4,917,000 for the private placement with Coeur d’Alene Mines Corporation and proceeds
from exercise of warrants and options of $888,000 in the 2011 fiscal year.
Capital Resources
As of October 31, 2012, we had cash and cash on hand of $3,201,000 and working capital of $2,925,000 as compared to cash and
cash on hand of $4,240,000 and working capital of $2,425,000 as of October 31, 2011. The decrease in our cash and cash on hand
was primarily the result of cash used by operating and investing activities which was partially offset by the registered direct offerings
in December 2011. The increase in our working capital was mainly due the expectation that value added taxes will be collected within
twelve months of the balance sheet date and the decrease in accounts payable and accrued liabilities, which was partially offset by
the decrease in cash and cash on hand.
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Since inception, we have relied primarily upon proceeds from private placements and registered direct offerings of our equity
securities and warrant exercises as our primary sources of financing to fund our operations. We anticipate that we will continue to rely
on sales of our securities in order to continue to fund our business operations. Issuances of additional shares will result in dilution to
our existing stockholders. There is no assurance that we will be able to complete any additional sales of our equity securities or that
we will be able arrange for other financing to fund our planned business activities. If we are unable to fund future operations by way
of financing, 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 conditions and exploration activities. See Note 1 to our Consolidated Financial
Statements included in this Annual Report on Form 10-K.
Capital Requirements and Liquidity; Need for Subsequent 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.
The continued exploration of the Sierra Mojada Property will require significant amounts of additional capital. In January 2013, the
board of directors approved a calendar year 2013 exploration budget of $3.7 million for the Sierra Mojada Property and a $2.0 million
budget for general and administrative expenses. As of December 31, 2012, we had approximately $2.1 million in cash on hand, and
therefore we anticipate that we will need to raise additional capital to fully fund the calendar year 2013 exploration program at the
Sierra Mojada Property and for general and administrative expenses. We will continue to evaluate our ability to raise additional
capital, and we will reduce expenditures on the Sierra Mojada Property if we determine that additional capital is unavailable or
available on terms that we determine are unacceptable. Also, the continued exploration of the Sierra Mojada Property ultimately will
require us to raise additional capital, identify other sources of funding or identify another strategic transaction. The on-going
uncertainty and volatility in the global financial and capital markets have limited the availability of funding. Debt or equity financing
may not be available to us on acceptable terms, if at all. Equity financing, if available, may result in substantial dilution to existing
stockholders. If we are unable to fund future operations by way of financing, including public or private offerings of equity or debt
securities, our business, financial condition and results of operations will be adversely impacted.
Table of Contractual Obligations
The following table summarizes our contractual obligations as of October 31, 2012:
Contractual Obligations
Operating leases
Sierra Mojada concession option purchase
payments
Ndjole and Mitzic required concession expenditures
Total
Total
Less Than
1 Year
1 - 3
Years
3 - 5
Years
318
90
228
-
(in thousands of $)
More
Than 5
Years
20,053
1,576
21,947
1,611
525
2,226
18,442
1,051
19,721
-
-
-
-
The above table assumes the Poder de Dios, Anexas a Poder de Dios and Amplicaion a Poder de Dios option purchase price is
exercised on January 1, 2014, the La Perla, La India and La India Dos option purchase price is exercised on January 1, 2014 and the
Nuevo Dulces Nombres, Yolanda III option purchase is exercised on August 1, 2016. Also, the above table assumes that the Gabon
government amends the Ndjole and Mitzic concessions licenses to reflect the required exploration expenditures of $CFA
400,000,000 per concession to renew the concessions for a third term of three years per Gabonese law.
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, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or
capital resources that are material to our stockholders.
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Recent Accounting Pronouncements Adopted in the Year Ended October 31, 2012
In January 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2010-06
which included additional disclosures about purchases, sales, issuances and settlements in the roll forward of activity in Level 3 fair
value measurements disclosures effective for fiscal years beginning after December 15, 2010, and for interim periods within those
years. The adoption of this guidance did not have a material effect on our financial position, results of operations or cash flows.
Recent Accounting Pronouncements Not Yet Adopted
In September 2011, FASB issued ASU 2011-08 “Intangibles – Goodwill and Other.” This new guidance on testing goodwill provides
an entity the option to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a
reporting unit is less than its carrying amount. If an entity determines that this is the case, it is required to perform the currently
prescribed two-step goodwill impairment test to identify potential goodwill impairment and measure the amount of goodwill
impairment loss to be recognized for that reporting unit (if any). If an entity determines that the fair value of a reporting unit is not less
than its carrying amount, the two-step goodwill impairment test is not required. ASU 2011-08 is effective for fiscal years, and interim
periods within those years, beginning after December 15, 2011 with prospective application required. The adoption of this guidance is
not expected to have a material effect on our financial position, results of operations or cash flows.
In June 2011, FASB issued ASU 2011-05, “Presentation of Comprehensive Income.” This update amended the presentation options
in Accounting Standards Codification (“ASC”) 220, “Comprehensive Income,” to provide an entity the option to present the total of
comprehensive income, the components of net income, and the components of other comprehensive income either in a single
continuous statement of comprehensive income or in two separate but consecutive statements. ASU 2011-05 is effective for fiscal
years, and interim periods within those years, beginning after December 15, 2011 with retrospective application required. The
adoption of this guidance will not have a significant impact on our financial position, result of operations or cash flow.
In May 2011, FASB issued ASU 2011-04, “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements
in U.S. GAAP and IFRSs.” This update amended explanations of how to measure fair value to result in common fair value
measurement and disclosure requirements in U.S. generally accepted accounting principles (“GAAP”) and International Financial
Reposting Standards. ASU 2011-04 is effective for fiscal years, and interim periods within those years, beginning after December 15,
2011 with prospective application required. The adoption of this guidance is not expected to have a material effect on our financial
position, results of operations or cash flows.
Other recent accounting pronouncements issued by 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 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 on-going 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:
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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 and calculating stock-based compensation.
Property Concessions
Costs of acquiring property concessions are capitalized by project area upon purchase or staking of the associated claims. Costs to
maintain the mineral rights and leases are expensed as incurred. When a property reaches the production stage, the related
capitalized costs will be amortized, using the units of production method on the basis of periodic estimates of ore reserves. To date,
no mineral concessions have reached the production stage.
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, as determined through the application of a present value
technique using expected future cash flows to estimate fair value in the absence of a market price. 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, all assets are grouped at the exploration project level.
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. When multiple reporting units are acquired in one business combination, goodwill is
allocated to reporting units as of the date of the business combination, by determining estimates of the fair value of each reporting
unit and comparing this amount to the fair values of assets and liabilities in the reporting unit. Goodwill is not amortized.
We perform goodwill annual impairment tests at April 30 each fiscal year and when events and circumstances indicate that the
carrying amounts may no longer be recoverable. Goodwill is assessed at the reporting unit level. In performing the impairment tests,
we estimate the fair values of our reporting units that include goodwill and compare those fair values to the reporting units’ carrying
amounts. If a reporting unit’s carrying amount exceeds its fair value, we compare the implied fair value of the reporting unit’s goodwill
to the carrying amount, and any excess of the carrying amount of goodwill over the implied fair value is charged to earnings.
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, 2012 and October 31, 2011 against the deferred tax assets as it deems future realization would not meet the criteria “more likely
than not.”
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EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Stock-Based Compensation and Warrants
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 grant. Volatility is determined 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.
We also used the Black-Scholes valuation model to determine the fair market value of warrants. Expected volatility is based upon
weighted average of historical volatility over the contractual term of the warrant and implied volatility. The risk-free interest rate is
based upon implied yield on a U.S. Treasury zero-coupon issue with a remaining term equal to the contractual term of the warrants.
The dividend yield is assumed to be none as the Company has not paid dividends nor does not anticipate paying any dividends in
the foreseeable future.
Foreign Currency Translation
During the year ended October 31, 2011 assets and liabilities of our foreign 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. Intercompany transactions and balances with our Mexican
and Gabonese subsidiaries were considered to be short-term in nature except for $13.4 million of intercompany loans which we
agreed to convert to future capital increases. All foreign currency transaction gains and losses on intercompany loans which were not
considered to be short-term in nature were included in the consolidated statement of operations.
During the year ended October 31, 2012 our Gabonese foreign operations were translated into U.S. dollars consistent with the year-
ended October 31, 2012.
As at November 1, 2011, we determined that the functional currency of our Mexican subsidiaries changed from the Mexican peso to
the U.S. dollar. During the year ended October 31, 2012 our Mexican foreign 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 foreign operations revenue and expenses were translated at the average exchange rate during
the period except for depreciation of office and mining equipment and impairment of property concessions which are translated using
the historical exchange rate. Foreign currency translation gains and losses of our foreign Mexican operations occurring after
November 1, 2011 are included in the consolidated statement of operations.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest Rate Risk
We hold substantially all of our 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 and restricted cash balances during the year ended October 31, 2012, a 1% decrease in interest rates would have
resulted in a reduction in interest income for the period of $2,231.
Foreign Currency Exchange Risk
Certain purchases of labor, operating supplies and capital assets are denominated in Canadian Dollars (“$CDN”), Mexican pesos
(“$MXN”), Central African francs (“$CFA”) or other currencies. As a result, currency exchange fluctuations may impact the costs of
our operations. Specifically, the appreciation of the $MXN, $CDN or $CFA against the U.S. dollar may result in an increase in
operating expenses and capital costs in U.S. dollar terms. As of October 31, 2012, we maintained the majority of our cash balance in
U.S. Dollars. We currently do not engage in any currency hedging activities.
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EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Commodity Price Risk
Our primary business activity is the exploration of properties containing silver, zinc, lead, gold, manganese and other minerals. As a
result, decreases in the price of any of these metals have the potential to negatively impact our ability to establish reserves and
develop our exploration properties. None of our properties are in production and we do not currently hold any commodity derivative
positions.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See “Index to Consolidated Financial Statements” following the signature page of this 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, 2012, 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 Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the evaluation as of October 31, 2012, our Chief
Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures (as defined in Rules 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, 2012, the effectiveness of our internal control over
financial reporting. This assessment was based on criteria established in the framework in Internal Control-Integrated Framework
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, 2012, 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 authorization 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.
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EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
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) Attestation Report of Registered Public Accounting Firm
Hein & Associates LLP, an independent registered public accounting firm, has issued an attestation report on our internal control
over financial reporting, which is required under this Item 9A and is set forth below under the caption “Report of Independent
Registered Public Accounting Firm.”
(d) Changes in Internal Controls over Financial Reporting
There were no changes in our internal control over financial reporting during the year ended October 31, 2012 that materially
affected, or were reasonably likely to materially affect, our internal control over financial reporting.
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EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
Silver Bull Resources, Inc.
We have audited Silver Bull Resources, Inc’s internal control over financial reporting as of October 31, 2012, based on criteria
established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO). Silver Bull Resources, Inc.’s management is responsible for maintaining effective internal control over financial
reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying
Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the company’s
internal control over financial reporting based on our audit.
We conducted our audit 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 effective internal
control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal
control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and
operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as
we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to
the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of
the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could
have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes
in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, Silver Bull Resources, Inc. maintained, in all material respects, effective internal control over financial reporting as of
October 31, 2012, based on criteria established in Internal Control — Integrated Framework issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the
consolidated balance sheets of Silver Bull Resources, Inc. and subsidiaries as of October 31, 2012 and 2011, and the related
consolidated statements of operations and comprehensive loss, changes in stockholders’ equity, and cash flows for the years then
ended and for the period from inception (November 8, 1993) to October 31, 2012, and our report dated January 9, 2013 expressed an
unqualified opinion.
/s/ Hein & Associates LLP
HEIN & ASSOCIATES LLP
Denver, Colorado
January 9, 2013
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Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
PART III
Information relating to this item will be included in an amendment to this report or in the proxy statement for our 2013 annual
shareholders meeting and is incorporated by reference in this report.
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 2013 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 2013 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 2013 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 2013 annual
shareholders meeting and is incorporated by reference in this report.
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EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
Financial Statements and Financial Statement Schedules
See “Index to Consolidated financial statements” on page 33.
Restated Articles of Incorporation.
Exhibit Description
Form Date of Report Exhibit
10/31/2010
10-K
3.1.1
Filed
Herewith
Incorporated by Reference
Amended and Restated Bylaws
10-K
10/31/2010
3.1.2
Rights Agreement
8-A
06/12/2007
1
2006 Stock Option Plan.
10-KSB
10/31/2006
4.2
2010 Stock Option Plan and Stock Bonus Plan, as amended
8-K
02/28/2012
10.1
Employment agreement with Brian Edgar
10-Q
07/31/2011
10.2
Employment agreement with Timothy Barry
10-Q
07/31/2011
10.1
Employment agreement with Sean Fallis
10-Q
04/30/2012
10.1
Code of Ethics
10-KSB
01/31/2007
14
Exhibit
Number
3.1.1
3.1.2
4.1
10.2
10.3
10.6
10.7
10.8
14
21.1
23.1
23.2
31.1
31.2
32.1
32.2
Subsidiaries of the Registrant
Consent of Hein & Associates LLP
Consent of SRK Consulting (Canada) Inc.
Certification of CEO Pursuant to Exchange Act Rules 13a-14 and
15d-14, as adopted pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002.
Certification of CFO Pursuant to Exchange Act Rules 13a-14 and
15d-14, as adopted pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002.
Certification of CEO Pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
Certification of CFO Pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
101.INS*
XBRL Instance Document
101.SCH*
XBRL Schema Document
101.CAL*
XBRL Calculation Linkbase Document
101.DEF*
XBRL Definition Linkbase Document
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EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
X
X
X
X
X
X
X
X
X
X
X
101.LAB*
XBRL Labels Linkbase Document
101.PRE* XBRL Presentation Linkbase Document
99.1
Sierra Mojada location map. (1)
99.2
Gabon location map. (1)
X
X
X
X
In accordance with Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this Annual Report on Form 10-K is
deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act, is deemed
not filed for purposes of section 18 of the Exchange Act, and otherwise is not subject to liability under these sections.
(1) Filed herewith under Items 1 and 2. Business and Properties.
38
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
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.
SIGNATURES
Date: January 9, 2013
Date: January 9, 2013
SILVER BULL RESOURCES, INC.
By:
/s/ Timothy Barry
Timothy Barry,
President and Chief Executive Officer
(Principal Executive Officer)
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 9, 2013
Date: January 9, 2013
Date: January 9, 2013
Date: January 9, 2013
Date: January 9, 2013
Date: January 9, 2013
By:
/s/ Timothy Barry
Timothy Barry,
President and Chief Executive Officer and
Director
By:
/s/ Joshua Crumb
Joshua Crumb,
Director
By:
/s/ Brian Edgar
Brian Edgar,
Director
By:
/s/ Murray Hitzman
Murray Hitzman,
Director
By:
/s/ Daniel Kunz
Daniel Kunz,
Director
By:
/s/ John McClintock
John McClintock,
Director
39
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
SILVER BULL RESOURCES, INC.
(An Exploration Stage Company)
Report of Independent Registered Public Accounting Firm
Consolidated Financial Statements:
Consolidated Balance Sheets
Consolidated Statements of Operations and Comprehensive Loss
Consolidated Statements of Cash Flows
Consolidated Statements of Changes in Stockholders’ Equity
Notes to Consolidated Financial Statements
[The balance of this page has been intentionally left blank.]
F-1
PAGE NO.
F-2
F-3
F-4
F-5 - F-6
F-7 - F-13
F-14 - F-35
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors
Silver Bull Resources, Inc.
Vancouver, British Columbia, Canada
We have audited the accompanying consolidated balance sheets of Silver Bull Resources, Inc. (an exploration stage company) (the
“Company”) as of October 31, 2012 and 2011, and the related consolidated statements of operations and comprehensive loss,
stockholders’ equity and cash flows for the years then ended and for the period from inception (November 8, 1993) to October 31,
2012. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with 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. An audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall consolidated 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 consolidated
financial position of Silver Bull Resources, Inc. (an exploration stage company) as of October 31, 2012 and 2011 and the results of its
operations and its cash flows for the years then ended and for the period from inception (November 8, 1993) to October 31, 2012, in
conformity with U.S. generally accepted accounting principles.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Silver
Bull Resources, Inc.’s and subsidiaries’ internal control over financial reporting as of October 31, 2012, based on criteria established
in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, and
our report dated January 9, 2013 expressed an unqualified opinion on the effectiveness of Silver Bull Resources, Inc.’s internal
control over financial reporting.
/s/ Hein & Associates LLP
HEIN & ASSOCIATES LLP
Denver, Colorado
January 9, 2013
F-2
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
SILVER BULL RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
ASSETS
CURRENT ASSETS
October 31,
2012
October 31,
2011
Cash and cash equivalents
Restricted cash (Note 3)
Value-added tax receivable, net of allowance for uncollectible taxes of $203,835 and $nil,
$
3,201,240
12,614
$
4,239,899
77,068
respectively (Note 4)
Other receivables
Prepaid expenses and deposits
Total Current Assets
PROPERTY CONCESSIONS
Sierra Mojada, Mexico (Note 5)
Gabon, Africa (Notes 5 and 7)
EQUIPMENT
Office and mining equipment, net of accumulated depreciation
of $739,258 and $973,457, respectively (Note 6)
OTHER ASSETS
Value-added tax receivable, net of allowance for uncollectible taxes of $nil and $1,380,818,
respectively (Note 4)
Goodwill (Note 8)
Other assets
TOTAL ASSETS
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable
Accrued liabilities and expenses
Income tax payable
Payable to AngloGold (Note 7)
Total Current Liabilities
COMMITMENTS AND CONTINGENCIES (Notes 1, 10 and 16)
STOCKHOLDERS’ EQUITY (Notes 10, 11, 12 and 13)
Common stock, $0.01 par value; 300,000,000 shares authorized,
136,160,157 and 115,110,157 shares issued and outstanding, respectively
Additional paid-in capital
Deficit accumulated during exploration stage
Other comprehensive income
Total Stockholders’ Equity
940,212
116,251
308,453
4,578,770
—
80,789
250,219
4,647,975
6,326,139
2,200,523
8,526,662
4,846,687
4,500,148
9,346,835
709,322
785,486
—
18,495,031
43,843
18,538,874
1,826,664
18,495,031
112,170
20,433,865
$ 32,353,628
$ 35,214,161
$
$
500,619
654,750
8,540
490,095
1,654,004
798,679
874,605
7,842
541,913
2,223,039
1,151,101
1,361,601
105,201,435
116,199,819
(86,920,276) (73,559,865)
198,451
32,991,122
58,480
30,699,624
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
$ 32,353,628
$ 35,214,161
The accompanying notes are an integral part of these consolidated financial statements.
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
F-3
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
SILVER BULL RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
Period
from
November
8,
1993
(Inception)
to October
31,
2012
Years Ended
October 31,
2012
2011
REVENUES
$
— $
— $
—
EXPLORATION AND PROPERTY HOLDING COSTS
Exploration and property holding costs
Depreciation and asset write-off (Note 5)
TOTAL EXPLORATION AND PROPERY HOLDING COSTS
GENERAL AND ADMINISTRATIVE EXPENSES
Personnel
Office and administrative (Note 9)
Professional services
Directors’ fees
(Recovery of) provision for uncollectible value-added taxes
Depreciation
TOTAL GENERAL AND ADMINISTRATIVE EXPENSES
9,145,570
2,143,300
11,288,870
8,099,070
274,381
8,373,451
45,052,760
3,565,301
48,618,061
1,046,177
880,914
464,652
570,855
(875,491)
3,784
2,090,891
1,368,524
658,225
589,246
526,459
204,190
25,285
3,371,929
16,832,640
4,887,625
8,415,462
5,008,956
534,094
264,564
35,943,341
LOSS FROM OPERATIONS
(13,379,761) (11,745,380) (84,561,402)
OTHER INCOME (EXPENSES)
Interest and investment income
Foreign currency transaction loss
Miscellaneous income (expense)
TOTAL OTHER INCOME (EXPENSES)
160,424
(276,263)
243,398
127,559
36,535
(348,813)
(152,845)
(465,123)
1,095,322
(3,113,495)
22,680
(1,995,493)
LOSS BEFORE INCOME TAXES
(13,252,202) (12,210,503) (86,556,895)
INCOME TAX EXPENSE (Note 14)
108,209
26,857
237,291
NET LOSS
$ (13,360,411) $ (12,237,360) $(86,794,186)
OTHER COMPREHENSIVE (LOSS) INCOME
Foreign currency translation adjustments
(139,971)
(1,232,438)
58,480
COMPREHENSIVE LOSS
$ (13,500,382) $ (13,469,798) $(86,735,706)
BASIC AND DILUTED NET LOSS PER COMMON SHARE
$
(0.10) $
(0.11)
BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING
133,743,777
109,977,943
The accompanying notes are an integral part of these consolidated financial statements.
F-4
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
SILVER BULL RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss
Adjustments to reconcile net loss to net cash used by operating activities:
Depreciation and asset write-off
(Recovery of) provision for uncollectible value-added taxes
Noncash expenses
Foreign currency transaction loss
Common stock issued for services
Common stock issued for compensation and directors’ fees
Stock options issued for compensation
Stock options and warrants issued for services, financing fees and directors’
fees
(Increase) decrease in, net of merger transaction:
Value-added tax receivable
Restricted cash
Other receivables
Prepaid expenses and deposits
(Increase) decrease in, net of merger transaction:
Accounts payable
Income tax payable
Accrued liabilities and expenses
Accrued severance costs
Other liabilities
Net cash used by operating activities
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of investments
Proceeds from sale of investments
Cash acquired in merger with Dome
Equipment purchases
Proceeds from sale of equipment
Proceeds from mining concession option payment
Acquisition of property concessions
Net cash used by investing activities
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock, net of offering costs
Proceeds from sales of options and warrants
Proceeds from exercise of options
Proceeds from exercise of warrants
Deferred offering costs
Payable to AngloGold
Proceeds from shareholder loans
Payment of note payable
Net cash provided by financing activities
Period from
November 8,
1993
(Inception)
to October
31,
2012
Years Ended
October 31,
2012
2011
$ (13,360,411) $ (12,237,360) $ (86,794,186)
2,147,084
(875,491)
—
306,446
—
—
991,110
241,150
204,190
—
173,930
—
—
1,129,421
3,798,222
527,119
126,864
3,134,722
1,563,574
1,753,222
10,135,739
—
—
4,769,840
1,679,948
58,100
(34,799)
(42,081)
(1,471,491)
(75,839)
(63,268)
4,906
(1,661,149)
(17,739)
(103,865)
(288,642)
717
(179,420)
(282,495)
282,098
11,969
742,703
—
7,649
(9,591,292) (11,502,524) (62,011,860)
100,577
8,363
666,897
(184,000)
—
—
—
—
—
—
(77,380)
9,779
—
(1,547,736)
(1,615,337)
10,217,774
—
—
—
50,706
(14,166)
—
—
10,254,314
—
—
—
(21,609,447)
21,609,447
2,618,548
(3,095,062)
461,344
200,000
(7,351,212)
(7,166,382)
(142,508)
442,665
100,000
(797,960)
(397,803)
4,917,221
—
188,913
699,344
(94,549)
(102,778)
—
—
5,608,151
64,908,705
949,890
188,913
6,350,286
(43,843)
465,429
30,000
(15,783)
72,833,597
Effect of exchange rates on cash and cash equivalents
(86,344)
(38,523)
(454,115)
Net (decrease) increase in cash and cash equivalents
Cash and cash equivalents beginning of period
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
(1,038,659)
4,239,899
(6,330,699)
10,570,598
3,201,240
—
Cash and cash equivalents end of period
$
3,201,240
$
4,239,899
$
3,201,240
The accompanying notes are an integral part of these consolidated financial statements.
F-5
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
SILVER BULL RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
SUPPLEMENTAL CASH FLOW DISCLOSURES:
Income taxes paid
Interest paid
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Common stock issued in merger with Dome
Warrants issued in merger with Dome
Common stock issued for equipment
Common stock options issued for financing fees
Common stock options issued for non-cash options
Period from
November
8,
1993
(Inception)
to October
31,
2012
Years Ended
October 31,
2012
2011
$
$
$
$
$
$
$
93,955
440
$
$
23,556
—
$
$
234,519
287,211
—
—
—
—
—
$
$
$
$
$
—
—
—
—
727
$ 24,840,886
$ 1,895,252
25,000
$
276,000
$
59,947
$
The accompanying notes are an integral part of these consolidated financial statements.
F-6
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
SILVER BULL RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
Common Stock
Additional
Stock
Deficit
Accumulated
During
Other
Number of
Shares
Amount
Paid-in
Capital
Subscriptions
Receivable
Exploration
Stage
Comprehensive
Income (Loss)
Total
Common stock issuance prior to inception
(no value)
576,480 $
5,765 $
(5,765) $
— $
— $
— $
—
Net loss for the year ended October 31,
1994
Balances, October 31, 1994
Net loss for the year ended October 31,
1995
Balances, October 31, 1995
—
576,480
—
5,765
—
(5,765)
—
—
(8,831)
(8,831)
—
—
(8,831)
(8,831)
—
576,480
—
5,765
—
(5,765)
—
—
(7,761)
(16,592)
—
—
(7,761)
(16,592)
Issuances of common stock as follows: - for
par value at transfer of ownership
2,000
- for cash at an average of $0.11 per share 1,320,859
- for services at an average of $0.08 per
20
13,209
—
133,150
share
- for computer equipment at $0.01 per share
- for mineral property at $0.01 per share
185,000
150,000
900,000
1,850
1,500
9,000
12,600
13,500
—
—
—
—
—
—
—
—
—
—
—
—
—
20
146,359
—
—
—
14,450
15,000
9,000
Net loss for the year ended October 31,
1996
Balances, October 31, 1996
Issuances of common stock as follows: - for
cash at an average of $0.61 per share
- for services at an average of $0.74 per
share
- for payment of a loan at $0.32 per share
Options issued as follows:
- 300,000 options for cash
Net loss for the year ended October 31,
1997
Balances, October 31, 1997
—
3,134,339
—
31,344
—
153,485
—
—
(40,670)
(57,262)
—
—
(40,670)
127,567
926,600
9,266
594,794
291,300
100,200
2,913
1,002
159,545
30,528
—
—
—
—
—
—
—
604,060
—
—
162,458
31,530
—
—
3,000
—
—
—
3,000
—
4,452,439
—
44,525
—
941,352
—
—
(582,919)
(640,181)
—
—
(582,919)
345,696
Issuances of common stock as follows: - for
cash at an average of $1.00 per share
- for cash and receivables at $1.00 per share
- for services at an average of $0.53 per
843,500
555,000
8,435
5,550
832,010
519,450
—
(300,000)
share
- for mine data base at $1.63 per share
41,800
200,000
418
2,000
21,882
323,000
Options issued or granted as follows: -
1,200,000 options for cash
- for financing fees
- for consulting fees
—
—
—
—
—
—
120,000
60,000
117,000
—
—
—
—
—
—
—
—
—
—
—
—
Warrants issued for services
—
—
488,980
—
(488,980)
—
—
840,445
225,000
—
—
22,300
325,000
—
—
—
—
120,000
60,000
117,000
—
Net loss for the year ended October 31,
1998
Balance, October 31, 1998
—
6,092,739 $
—
—
60,928 $ 3,423,674 $
—
(906,036)
(300,000) $ (2,035,197) $
(906,036)
—
— $ 1,149,405
The accompanying notes are an integral part of these consolidated financial statements.
F-7
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
SILVER BULL RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (CONTINUED)
Common Stock
Additional
Number of
Shares
Amount
Paid-in
Capital
Stock
Subscriptions
Receivable
Deficit
Accumulated
During
Exploration
Stage
Other
Comprehensive
Income (Loss)
Total
Balance, October 31, 1998
6,092,739 $
60,928 $ 3,423,674 $
(300,000) $ (2,035,197) $
— $ 1,149,405
Issuances of common stock as follows:
- for cash at an average of $1.04 per share
- for drilling fees at $0.90 per share
818,800
55,556
8,188
556
842,712
49,444
Stock option and warrant activity as follows:
- exercise of options at $0.90 per share
- issuance of options for financing fees
250,000
—
2,500
—
222,500
216,000
—
—
—
—
Stock subscription received
—
—
—
300,000
—
—
—
—
—
—
—
850,900
50,000
—
—
225,000
216,000
—
300,000
Net loss for the year ended October 31,
1999
Balance, October 31, 1999
—
7,217,095
—
—
72,172 4,754,330
—
—
(1,423,045)
(3,458,242)
— (1,423,045)
— 1,368,260
Stock option and warrant activity as follows:
- Exercise of options at $0.86 per share
- Warrants issued for services
950,000
—
9,500
—
802,750
55,000
Issuances of common stock as follows:
- for cash at an average of $2.77 per share 1,440,500
120,000
- for services at $1.28 per share
15,000
- for equipment at $1.67 per share
14,405 3,972,220
152,160
24,850
1,200
150
—
—
—
—
—
—
—
—
—
—
—
—
812,250
55,000
— 3,986,625
153,360
—
25,000
—
Net loss for the year ended October 31,
2000
Balances, October 31, 2000
—
9,742,595
—
—
97,427 9,761,310
—
—
(882,208)
(4,340,450)
(882,208)
—
— 5,518,287
Stock option and warrant activity as follows:
- Warrants exercised at $0.75 per share
- Options issued for consulting fees
- Warrants issued for consulting fees
20,000
—
—
200
—
—
14,800
740,892
144,791
Issuances of common stock as follows:
- for cash at $2.00 per share
- for cash of $210 and services at $2.07 per
250,000
2,500
497,500
share
21,000
210
43,260
- for cash of $180 and services at $2.05 per
share
- for services at $2.45 per share
- for services at $1.50 per share
Net loss for the year ended October 31,
18,000
6,000
12,000
180
60
120
36,720
14,640
17,880
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
15,000
740,892
144,791
—
500,000
—
43,470
—
—
—
36,900
14,700
18,000
2001
Balance, October 31, 2001
—
10,069,595
—
—
100,697 11,271,793
—
—
(2,069,390)
(6,409,840)
— (2,069,390)
— 4,962,650
Issuances of common stock as follows:
- for cash at $2.00 per share
- for cash and warrants at $1.50 per share
- for cash and warrants at $1.50 per share
- for compensation at an average of $1.23
50,000
96,000
66,667
500
960
667
99,500
143,040
99,333
per share
86,078
861
104,014
—
—
—
—
—
—
—
—
—
—
—
100,000
144,000
100,000
—
104,875
—
—
61,000
—
—
—
61,000
Stock option activity as follows:
- for compensation at $0.61 per share
Net loss for the year ended October 31,
2002
—
—
—
—
(765,765)
—
(765,765)
— $ 4,706,760
Balance, October 31, 2002
10,368,340 $
103,685 $ 11,778,680 $
— $ (7,175,605) $
The accompanying notes are an integral part of these consolidated financial statements.
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
F-8
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
SILVER BULL RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (CONTINUED)
Common Stock
Additional
Stock
Deficit
Accumulated
During
Other
Number of
Shares
Amount
Paid-in
Capital
Subscriptions
Receivable
Exploration
Stage
Comprehensive
Income (Loss)
Total
Balance, October 31, 2002
10,368,340 $
103,685 $ 11,778,680 $
— $ (7,175,605) $
— $ 4,706,760
Issuances of common stock as follows:
- for cash at $2.00 per share
- for cash at an average of $0.98 per share
- for cash and warrants at $1.50 per share
- for compensation at an average of $1.25
100,000
849,000
7,000
1,000
8,489
70
199,000
821,510
10,430
per share
391,332
3,913
487,275
- for services at an average of $1.23 per
share
91,383
914
119,320
- for subscriptions receivable at $1.00 per
—
—
—
—
—
share
38,000
380
37,620
(38,000)
—
—
—
—
—
—
—
—
—
200,000
829,999
10,500
—
491,188
—
120,234
—
—
Net loss for the year ended October 31,
2003
—
—
—
—
(1,107,228)
— (1,107,228)
Balance, October 31, 2003
11,845,055
118,451 13,453,835
(38,000)
(8,282,833)
— 5,251,453
Issuances of common stock as follows:
- for cash at $1.00 per share, less
issuance costs of $698,863
- for compensation at an average of $1.26
per share
- for services at various prices
7,580,150
75,801 6,805,485
120,655
141,286
1,207
1,413
151,064
153,801
—
—
—
Stock subscription received
—
—
—
38,000
—
—
—
—
— 6,881,286
—
—
152,271
155,214
—
38,000
Miscellaneous corrections and
adjustments
Net loss for the year ended October 31,
2004
64,263
643
(643)
—
—
—
—
—
—
—
—
(5,036,805)
— (5,036,805)
Balance, October 31, 2004
19,751,409
197,515 20,563,542
— (13,319,638)
— 7,441,419
Issuances of common stock as follows:
- for cash at an average of $0.98 per share
with attached warrants
476,404
4,764
461,965
- for compensation at an average of $1.00
per share
176,772
1,768
175,005
—
—
—
—
—
466,729
—
176,773
Net loss for the year ended October 31,
2005
—
—
—
—
(3,302,161)
Balance, October 31, 2005
20,404,585 $
204,047 $ 21,200,512 $
— $ (16,621,799) $
— (3,302,161)
— $ 4,782,760
The accompanying notes are an integral part of these consolidated financial statements.
F-9
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
SILVER BULL RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (CONTINUED)
Common Stock
Additional
Stock
Deficit
Accumulated
During
Other
Number of
Shares
Amount
Paid-in
Capital
Subscriptions
Receivable
Exploration
Stage
Comprehensive
Income (Loss)
Total
Balance, October 31, 2005
20,404,585 $
204,047 $ 21,200,512 $
— $ (16,621,799) $
— $ 4,782,760
Issuance of common stock as follows:
- for cash at an average price of $.80 per
share with attached warrants
13,374,833
133,748 11,077,879
- for services at an average price of $.80
per share with attached warrants
73,650
736
58,213
- for compensation at an average price of
$.80 per share
248,593
2,486
154,389
- for adjustment of private placement
selling price
81,251
812
(812)
—
—
—
—
—
—
—
—
— 11,211,627
—
58,949
—
156,875
—
—
Stock option and warrant activity as
follows:
- stock based compensation for options
issued to officers and independent
directors at an average fair value of
$2.18 per share
- options & warrants for directors fees at
an average fair value of $2.17 per
share
- modification of options
- exercise of warrants at an average
—
— 4,360,000
—
—
—
4,360,000
price of $1.25 per share
25,000
250
31,000
—
—
— 1,665,705
48,000
—
—
—
—
—
—
—
—
—
1,665,705
48,000
—
31,250
Net loss for the year ended October 31,
2006
—
—
—
— (11,193,037)
— (11,193,037)
Balance, October 31, 2006
34,207,912 $
342,079 $ 38,594,886 $
— $ (27,814,836) $
— $ 11,122,129
Issuance of common stock as follows:
- for cash at an average price of $2.35
per share with attached warrants
- for services at an average price of
2,413,571
24,136 5,647,757
$4.31 per share
49,120
491
211,069
- for directors fees at an average price of
$2.71 per share
108,000
1,080
305,100
—
—
—
—
—
—
—
5,671,893
—
211,560
—
306,180
Stock option and warrant activity as
follows:
- exercise of warrants at an average
price of $1.30 per share
2,240,374
22,404 2,917,750
—
—
—
2,940,154
- warrants issued for financial services at
an average fair value of $1.82 per
share
- stock based compensation for options
issued to officer and independent
director
- for cashless exercise of options
- extension of warrant for services
Other Comprehensive Income – Foreign
—
— 1,094,950
—
—
—
1,094,950
—
126,000
—
—
1,260
—
434,189
(1,260)
68,999
—
—
—
—
—
—
434,189
—
68,999
Currency translation adjustment
—
—
—
—
—
(86,642)
(86,642)
Net loss for the year ended October 31,
2007
—
—
—
—
(6,931,557)
—
(6,931,557)
Balance, October 31, 2007
39,144,977 $
391,450 $ 49,273,440 $
— $ (34,746,393) $
(86,642) $ 14,831,855
The accompanying notes are an integral part of these consolidated financial statements.
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
F-10
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
SILVER BULL RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (CONTINUED)
Common Stock
Additional
Stock
Deficit
Accumulated
During
Other
Number of
Shares
Amount
Paid-in
Capital
Subscriptions
Receivable
Exploration
Stage
Comprehensive
Income (Loss)
Total
Balance, October 31, 2007
39,144,977 $
391,450 $ 49,273,440 $
— $ (34,746,393) $
(86,642) $ 14,831,855
Issuance of common stock as follows:
- for directors fees at an average price of
$1.69 per share
145,200
1,452
243,480
- for services at an average price of $2.18
per share
38,000
380
82,460
Stock option and warrant activity as
follows:
- exercise of warrants at an average price
of $1.25 per share
381,250
3,812
472,751
- warrants issued for financial services at
an average fair value of $.82 per share
—
—
81,838
- stock based compensation for options
issued to officer and independent
directors during prior periods
- stock based compensation for options
issued to officers
- stock based compensation for options
issued to employees
- stock based compensation for options
issued to consultant
Other Comprehensive Income – Foreign
—
—
693,362
—
—
475,018
—
—
164,435
—
—
266,616
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
244,932
—
82,840
—
476,563
—
81,838
—
693,362
—
475,018
—
164,435
—
266,616
Currency Translation Adjustment
—
—
—
—
—
2,442,682
2,442,682
Net loss for the year ended October 31,
2008
—
—
—
— (12,320,422)
— (12,320,422)
Balance, October 31, 2008
39,709,427 $
397,094 $ 51,753,400 $
— $ (47,066,815) $
2,356,040 $ 7,439,719
Issuance of common stock as follows:
- for cash at an average price of $0.25 per
share with attached warrants
5,291,952
52,920 1,270,068
- for directors fees at an average price of
$0.36 per share
129,600
1,296
45,036
—
—
—
—
—
1,322,988
—
46,332
Stock option and warrant activity as
follows:
- exercise of warrants at an average price
of $0.34 per share
3,703,450
37,034 1,212,346
—
—
—
1,249,380
- warrants issued for financial services at
an average fair value of $0.43 per
share
- extension of warrant for services
- stock based compensation for options
issued to officers, employees, and
independent directors during prior
periods
- stock based compensation for options
issued to officers and independent
directors
—
—
—
—
39,022
4,664
—
—
—
39,022
4,664
—
—
514,152
—
—
—
514,152
—
—
179,436
—
—
—
179,436
Deemed dividend on exercise of warrants
—
—
126,090
—
(126,090)
—
—
Other Comprehensive Income – Foreign
Currency Translation Adjustment
—
—
—
—
—
165,556
165,556
Net loss for the year ended October 31,
2009
—
—
—
—
(4,724,110)
—
(4,724,110)
Balance, October 31, 2009
48,834,429 $
488,344 $ 55,144,214 $
— $ (51,917,015) $
2,521,596 $ 6,237,139
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
The accompanying notes are an integral part of these consolidated financial statements.
F-11
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
SILVER BULL RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (CONTINUED)
Common Stock
Additional
Stock
Deficit
Accumulated
During
Other
Number of
Shares
Amount
Paid-in
Capital
Subscriptions
Receivable
Exploration
Stage
Comprehensive
Income
Total
Balance, October 31, 2009
48,834,429
$
488,344
$ 55,144,214
$
—
$ (51,917,015)
$
2,521,596
$ 6,237,139
Issuance of common stock as follows:
- for cash at an average price of $0.46
per share with attached warrant
- for special warrant offering at an
average price of $0.46 per share less
offering costs of $1,048,484
- for Dome merger consideration at
$1.26 per share with attached warrant
(Note 3)
- for directors fees at an average price of
6,700,000
67,000
3,043,000
28,009,594
280,096
11,681,420
19,714,989
197,150
24,643,736
$0.81 per share
118,800
1,188
94,644
Stock option and warrant activity as
follows:
- warrants issued to replace Dome
warrants as of Merger Date (Note 3)
- warrants issued at an average price of
$0.41 per share
- for cashless exercise of options
- stock based compensation for options
issued to officers, employees, and
independent directors during prior
periods
- stock based compensation for options
issued to officers and independent
directors
Other Comprehensive Income – Foreign
Currency Translation Adjustment
Net loss for the year ended October 31,
—
—
1,895,252
2,308,281
243,669
23,082
2,437
930,512
(2,437)
—
—
—
—
—
—
67,065
860,934
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
3,110,000
—
11,961,516
—
24,840,886
—
95,832
—
1,895,252
—
953,594
—
—
67,065
—
860,934
(1,090,707)
(1,090,707)
2010
—
—
—
—
(9,405,490)
— (9,405,490)
Balance, October 31, 2010
105,929,762 $ 1,059,297 $ 98,358,340 $
— $ (61,322,505)
$
1,430,889,
$ 39,526,021
Issuance of common stock as follows:
- for cash at an average price of $0.68 per
share less offering costs of $82,819
Stock option and warrant activity as follows:
- stock based compensation for options
issued to officers, employees, consultants
and directors
- exercise of warrants at an average price of
7,353,000
73,530
4,843,691
—
—
1,129,421
$0.50 per share
1,385,353
13,854
685,490
—
—
—
—
—
—
—
4,917,221
—
—
1,129,421
699,344
- stock options exercised at an average price
of $0.51 per share
- for cashless exercise of options
Other Comprehensive Income – Foreign
Currency Translation Adjustment
Net loss for the year ended October 31,
2011
369,355
72,687
3,693
727
185,220
(727)
—
—
—
—
—
—
188,913
—
—
—
—
—
—
—
— (1,232,438)
(1,232,438)
—
— (12,237,360)
—
(12,237,360)
Balance, October 31, 2011
115,110,157
$ 1,151,101
$ 105,201,435 $
— $ (73,559,865) $
198,451
$ 32,991,122
The accompanying notes are an integral part of these consolidated financial statements.
F-12
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
SILVER BULL RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (CONTINUED)
Common Stock
Number of
Shares
115,110,157
Amount
$ 1,151,101
Additional
Paid-in
Capital
$ 105,201,435
Stock
Subscriptions
Receivable
—
$
Deficit
Accumulated
During
Exploration
Stage
$ (73,559,865)
Other
Comprehensive
Income
$
198,451
Total
$ 32,991,122
20,755,000
207,550
9,865,706
295,000
2,950
141,568
—
—
—
—
991,110
—
—
—
—
—
—
—
—
—
—
10,073,256
—
144,518
—
991,110
(139,971)
(139,971)
Balance, October 31, 2011
Issuance of common stock as follows:
- for cash at an average price of $0.50
per share less offering costs of
$304,244
- for cash at an average price of $0.50
per share less offering costs of
$2,982
Stock option and warrant activity as
follows:
- stock based compensation for options
issued to officers, employees,
consultants and directors
Other Comprehensive Loss – Foreign
Currency Translation Adjustment
Net loss for the year ended October 31,
2012
Balance, October 31, 2012
—
136,160,157
—
$ 1,361,601
—
$ 116,199,819
$
—
—
(13,360,411)
$
$ (86,920,276)
—
58,480
(13,360,411)
$ 30,699,624
The accompanying notes are an integral part of these consolidated financial statements.
F-13
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
NOTE 1 – ORGANIZATION, DESCRIPTION OF BUSINESS
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, at a special directors meeting, 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 with
respect to any of its projects.
The Company engages in the business of mineral exploration. The Company currently owns or has the option to acquire 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”) and Contratistas de Sierra Mojada S.A. de
C.V. (“Contratistas”) and through Minera’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’s subsidiaries include
its wholly-owned subsidiaries Dome Asia Inc., and Dome International Global Inc., which are incorporated in the British Virgin
Islands. Dome International Global Inc.’s subsidiaries include its wholly-owned subsidiaries incorporated in Gabon, Dome Ventures
SARL Gabon, and African Resources SARL Gabon, as well as its 99.99%-owned subsidiary, Dome Minerals Nigeria Limited
incorporated in Nigeria. Dome Venture SARL Gabon has a wholly-owned subsidiary Gabon Resources SARL. The Company
conducts its exploration activities in Gabon, Africa through Dome Ventures SARL Gabon and African Resources SARL Gabon.
The Company’s efforts have been concentrated in expenditures related to exploration properties, principally in the Sierra Mojada
Property located in Coahuila, Mexico. The Company has not determined whether the exploration properties contain ore reserves that
are economically recoverable. The ultimate realization of the Company’s investment in exploration properties is dependent upon the
success of future property sales, the existence of economically recoverable reserves, the ability of the Company to obtain financing or
make other arrangements for development, and future profitable production. The ultimate realization of the Company’s investment in
exploration properties cannot be determined at this time. Accordingly, no provision for any asset impairment that may result, in the
event the Company is not successful in developing or selling these properties, has been made in the accompanying consolidated
financial statements except as disclosed in Note 5
Liquidity, Financial Commitments and Management’s Plans
Since its inception in November 1993, the Company has not generated revenue and has incurred a net loss of $86,794,186 from
inception through October 31, 2012. Accordingly, the Company has not generated cash flow 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, 2012, the
Company had working capital of $2,924,766 and cash and cash equivalents of $3,201,240. Management is exploring various sources
of additional capital, including additional equity funding. If management is unable to obtain additional capital, then operations will need
to be significantly reduced and management will attempt to renegotiate certain concession option purchase agreements, which are
further described in Note 16. A significant reduction in operations or inability to renegotiate certain concession option purchase
agreements will result in an adverse impact to the Company’s business, financial condition and exploration activity.
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.
F-14
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
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”) and prepared using the accrual method of accounting.
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.
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 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, 2012, 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 month or less.
Property Concessions
Costs of acquiring property concessions are capitalized by project area upon purchase or staking of the associated claims. Costs to
maintain the mineral rights and leases are expensed as incurred. When a property reaches the production stage, the related
capitalized costs will be amortized, using the units of production method on the basis of periodic estimates of ore reserves. To date,
no mineral concessions have reached the production stage.
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.
The Company has been in the exploration stage since November 8, 1993 and has no revenues from operations. The Company is
primarily engaged in the acquisition and exploration of mineral properties. Should the Company locate a commercially mineable
reserve, the Company would expect to actively prepare the site for extraction.
Property and Equipment
Property and equipment are recorded at cost less accumulated depreciation and impairment losses. Property and equipment are
depreciated using the straight-line or accelerated methods, over the estimated useful lives of the related assets. 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 plant and equipment are capitalized and depreciated over the remaining useful life of the improved asset.
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
F-15
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, as determined through the application of a present value
technique using expected future cash flows to estimate fair value in the absence of a market price. 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, all assets are grouped at the exploration project level.
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. When multiple reporting units are acquired in one business combination, goodwill is
allocated to reporting units as of the date of the business combination, by determining estimates of the fair value of each reporting
unit and comparing this amount to the fair values of assets and liabilities in the reporting unit. Goodwill is not amortized.
The Company performs goodwill annual impairment tests at April 30 each fiscal year and when events and circumstances indicate
that the carrying amounts may no longer be recoverable. Goodwill is assessed at the reporting unit level. In performing the
impairment tests, the Company estimates the fair values of its reporting units that include goodwill and compares those fair values to
the reporting units’ carrying amounts. If a reporting unit’s carrying amount exceeds its fair value, the Company compares the implied
fair value of the reporting unit’s goodwill to the carrying amount, and any excess of the carrying amount of goodwill over the implied
fair value is charged to earnings.
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, 2012 and October 31, 2011 against the deferred tax assets as it deems future realization would not meet the criteria
“more likely than not”.
Stock-Based Compensation and Warrants
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 grant. Volatility is determined 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 we
have not paid dividends nor do we 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.
The Company also used the Black-Scholes valuation model to determine the fair market value of warrants. Expected volatility is
based upon weighted average of historical volatility over the contractual term of the warrant and implied volatility. The risk-free
interest rate is based upon implied yield on a U.S. Treasury zero-coupon issue with a remaining term equal to the contractual term of
the warrants. The dividend yield is assumed to be none as the Company has not paid dividends nor does not anticipate paying any
dividends in the foreseeable future.
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
7,620,002 shares and 6,355,864 shares outstanding at October 31, 2012 and 2011, respectively, they were not included in the
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
calculation of loss per share because they would have been considered anti-dilutive.
F-16
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Foreign Currency Translation
During the year ended October 31, 2011 assets and liabilities of the Company’s foreign 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. Intercompany transactions and balances with the
Company’s Mexican and Gabonese subsidiaries were considered to be short-term in nature except for $13.4 million of intercompany
loans which the Company agreed to convert to future capital increases. All foreign currency transaction gains and losses on
intercompany loans which were not considered to be short-term in nature were included in the consolidated statement of operations.
During the year ended October 31, 2012 the Company’s Gabonese foreign operations were translated into U.S. dollars consistent
with the year-ended October 31, 2011.
As at November 1, 2011, the Company determined that the functional currency of the Company’s Mexican subsidiaries changed from
the Mexican peso (“$MXN”) to the U.S. dollar. During the twelve months ended October 31, 2012 the Company’s Mexican foreign
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 foreign operations revenue and expenses
were translated at the average exchange rate during the period except for depreciation of office and mining equipment and
impairment of property concessions which are translated using the historical exchange rate. Foreign currency translation gains and
losses of the Company’s foreign Mexican operations occurring after November 1, 2011 are included in the consolidated statement of
operations.
Accounting for Loss Contingencies and Legal Costs
From time to time, the Company is named as a defendant in legal actions arising from our normal business activities. The Company
records 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 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
In January 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2010-06
which included additional disclosures about purchases, sales, issuances and settlements in the roll forward of activity in Level 3 fair
value measurements disclosures effective for fiscal years beginning after December 15, 2010, and for interim periods within those
years. The adoption of this guidance did not have a material effect on the Company’s financial position, results of operations or cash
flows.
Recent Accounting Pronouncements Not Yet Adopted
In September 2011, the FASB issued ASU 2011-08 “Intangibles – Goodwill and Other”. This new guidance on testing goodwill
provides an entity the option to first perform a qualitative assessment to determine whether it is more likely than not that the fair value
of a reporting unit is less than its carrying amount. If an entity determines that this is the case, it is required to perform the currently
prescribed two-step goodwill impairment test to identify potential goodwill impairment and measure the amount of goodwill
impairment loss to be recognized for that reporting unit (if any). If an entity determines that the fair value of a reporting unit is not less
than its carrying amount, the two-step goodwill impairment test is not required. ASU 2011-08 is effective for fiscal years, and interim
periods within those years, beginning after December 15, 2011 with prospective application required. The adoption of this guidance is
not expected to have a material effect on the Company`s financial position, results of operations or cash flows.
In June 2011, the FASB issued ASU 2011-05, “Presentation of Comprehensive Income.” This update amended the presentation
options in Accounting Standards Codification (“ASC”) 220, “Comprehensive Income,” to provide an entity the option to present the
total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single
continuous statement of comprehensive income or in two separate but consecutive statements. ASU 2011-05 is effective for fiscal
years, and interim periods within those years, beginning after December 15, 2011 with retrospective application required. The
adoption of this guidance is not expected to have a material effect on the Company`s financial position, results of operations or cash
flows.
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
F-17
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
In May 2011, the FASB issued ASU 2011-04, “Amendments to Achieve Common Fair Value Measurement and Disclosure
Requirements in U.S. GAAP and IFRSs.” This update amended explanations of how to measure fair value to result in common fair
value measurement and disclosure requirements in GAAP and International Financial Reporting Standards. ASU 2011-04 is effective
for fiscal years, and interim periods within those years, beginning after December 15, 2011 with prospective application required. The
adoption of this guidance is not expected to have a material effect on the Company`s financial position, results of operations or cash
flows.
Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force) and the United States
Securities and Exchange Commission did not or are not believed to have a material impact on the Company's present or future
consolidated financial statements.
NOTE 3 – RESTRICTED CASH
At October 31, 2012, the Company has $12,614 of restricted cash which is classified as a current asset. The restricted cash
represents cash contributed by AngloGold Ashanti Limited (“AngloGold”) for use on exploration costs related to the joint venture
agreements with AngloGold (Note 7). Due to the termination of the joint venture agreements, this cash will be returned to AngloGold.
NOTE 4 – VALUE-ADDED TAX RECEIVABLE
Value-added tax (“VAT”) receivable relates to VAT paid in Mexico and Gabon. As a result of VAT collections in Mexico during the
twelve months ended October 31, 2012 and certain approvals received from the Gabon tax authority, the Company estimates net
VAT of $940,212 will be received within twelve months of the balance sheet date.
During 2008, the Company filed VAT tax returns with the Mexican authorities to recover VAT taxes paid by its Mexican subsidiaries
from 2005 through 2008. The Mexican authorities reviewed the VAT tax returns filed and requested the Company provide copies of
supporting documentation for amounts filed. During 2008 and 2009, the Company worked extensively with VAT tax consultants and
Mexican authorities to provide the requested documentation and answer questions related to these tax returns, but was unable to
recover the VAT tax amounts.
As the result of these difficulties, the Company applied for authorization before the tax authorities to transfer the tax office jurisdiction
to Mexico City effective January 1, 2012 and in December 2011 the Company received this authorization. During the year ended
October 31, 2012, the Company has received $3,332,419 inclusive of interest related to the tax returns filed in Mexico City for
calendar years 2007 to 2012.
Management evaluated the VAT receivable and decreased the allowance for uncollectible taxes to $203,835. The allowance for
uncollectible taxes was estimated by management based upon a number of factors including the length of time the returns have been
outstanding, responses received form tax authorities, general economic conditions in Mexico and Gabon and estimated net recovery
after commissions. During the year ended October 31, 2012, a recovery of uncollectible VAT of $875,491 has been recorded.
A summary of the changes in the allowance for uncollectible taxes for the twelve months ended October 31, 2012 is as follows:
Allowance for uncollectible VAT taxes – October 31, 2011
Recovery of uncollectible VAT Taxes
Write-off VAT receivable
Foreign currency translation adjustment
Allowance for uncollectible taxes – October 31, 2012
$
$
1,380,818
(875,491)
(256,882)
(44,610)
203,835
F-18
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
NOTE 5 – PROPERTY CONCESSIONS
The following is a summary of the Company’s property concessions in Sierra Mojada, Mexico and Gabon, Africa as at October 31,
2012 and 2011, respectively:
Property Concessions – October 31, 2010
Acquisitions
Joint venture agreement payment received (Note 7)
Foreign currency translation adjustment
Property Concessions – October 31, 2011
Acquisitions
Impairment
Foreign currency translation adjustment
Property Concessions – October 31, 2012
Sierra Mojada, Mexico
Sierra Mojada,
Mexico
$
$
$
4,318,292 $
797,960
—
(269,565)
4,846,687 $
1,547,736
(68,284)
—
6,326,139 $
Gabon,
Africa
4,396,915
—
(100,000)
203,233
4,500,148
—
(1,937,381)
(362,244)
2,200,523
During the year ended October 31, 2012, the Company decided not to pursue further work on the Fortaleza and Ampl. A. Fortaleza
concessions. As a result the Company has written off the capitalized property concession balance related to these concessions of
$68,284.
Gabon, Africa
During the year ended October 31, 2012, the Company and AngloGold decided not to pursue further work on the Mevang and
Ogooue concessions (Note 7). As a result, the Company has written off to $nil the capitalized property concession balance related to
these concessions of $286,710 for Mevang and $570,671 for Ogooue.
On October 31, 2012, the Company reviewed the carrying values of the Mitzic and Ndjole licenses and determined that they were
impaired as their carrying amounts were not recoverable from their related estimated future undiscounted cash flows. The fair value
of the licenses was determined using a discounted cash flow model, incorporating unobservable inputs such as anticipated cash
inflows and cash outflows, a risk adjusted discount rate, and other factors. This impairment resulted in the Company writing off a
portion of the capitalized property concession balance of $590,000 and $490,000 related to the Mitzic and Ndjole licenses
respectively. As of October 31, 2012 the property concession balance related to the Mitzic license is $302,630 and the property
concession balance related to the Ndjole license is $1,897,893.
NOTE 6 – OFFICE AND MINING EQUIPMENT
The following is a summary of the Company's property and equipment at October 31, 2012 and October 31, 2011, respectively:
October 31,
October 31,
2012
2011
$
$
799,724 $
215,618
197,723
141,978
39,637
53,900
1,448,580
(739,258)
709,322 $
1,051,312
229,912
186,041
203,000
39,637
49,041
1,758,943
(973,457)
785,486
Mining equipment
Vehicles
Buildings and structures
Computer equipment and software
Well equipment
Office equipment
Less: Accumulated depreciation
F-19
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
NOTE 7 – JOINT VENTURE AGREEMENTS
In October 2009, Dome and AngloGold entered into two joint venture agreements; the Ogooue Joint Venture Agreement and the
Ndjole and Mevang Joint Venture Agreement.
Ogooue Joint Venture Agreement
AngloGold acquired a reconnaissance license over an area comprising 8,295 square kilometers in Gabon, Africa. The Ogooue
license was acquired by AngloGold for its gold potential. The joint venture was an 80/20 joint venture in favor of
AngloGold. AngloGold made a firm commitment to spend $100,000 and solely fund the first $3 million of exploration expenditures,
after which the parties would contribute on an 80/20 basis. Joint venture dilution provisions applied whereby if the Company was
diluted to a joint venture interest of 5% or less due to lack of contribution to exploration budgets, its interest would be converted to a
2% Net Smelter Return which could have been purchased at an appraised value 14 months after commencement of commercial
production. Should AngloGold have elected not to spend the aforesaid $3 million, the Company could have requested this license be
assigned to this Company. On August 1, 2012, the Company received notification from AngloGold that AngloGold was terminating the
Ogooue Joint Venture Agreement effective August 16, 2012. The Company has decided not to request the Ogooue license be
assigned to the Company.
Ndjole and Mevang Joint Venture Agreement
The Company is the owner of the Ndjole exploration license, comprised of 2,000 square kilometers and was formally the owner of the
Mevang exploration license which the Company decided to relinquish. Under the terms of the joint venture, AngloGold earned a 20%
interest by paying the Company $400,000 upon signing of the joint venture agreement in October 2009. AngloGold could earn an
additional 40% interest by paying the Company $100,000 per year from 2010 through 2012 and by incurring exploration expenditures
in the amount of $3.7 million from 2010 through 2012 at the rate of $1 million in the first year, $1.2 million in the second year and $1.5
million in the third year.
Subsequent to earning a 60% interest, AngloGold could earn an additional 10% interest (70% total) by spending $5 million on
exploration expenditures within two years of earning into a 60% interest as set out above. If the parties had a 70/30 joint venture, and
if the Company elected not to contribute to work programs and budgets, AngloGold could have elected to earn an additional 15%
interest (85% total) by carrying the project to a completed pre-feasibility study. Should AngloGold fail to perform as set out above, a
100% interest in the licenses would revert to the Company and the joint venture would cease.
Joint venture dilution provisions applied whereby if the Company was diluted to a joint venture interest of 5% or less due to lack of
contribution to exploration budgets, its interests would have been converted to a 2% Net Smelter Return which could has been
purchased at appraised value 14 months after commencement of commercial production.
Pursuant to the terms of the joint venture agreement, exploration costs were funded 100% by AngloGold through the Company’s
wholly owned subsidiary, Dome Gabon SARL. AngloGold would typically fund in advance of exploration costs. Any funds received in
excess of exploration costs are reflected as a payable to AngloGold on the Company’s consolidated balance sheet. As of October 31,
2012, the payable to AngloGold was $490,095.
On August 1, 2012, the Company received notification from AngloGold that AngloGold was terminating the Ndjole and Mevang Joint
Venture Agreement effective August 16, 2012 and a 100% interest in the Ndjole license has reverted back to the Company. A 100%
interest in the Mevang license did not revert back to the Company as this license was previously relinquished. AngloGold incurred
exploration expenditures of $5.9 million on the Ndjole and Mevang licenses during the joint venture.
F-20
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
NOTE 8 – 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. As at April 30, 2012, the Company performed the annual goodwill impairment test. The first
step of the impairment test resulted in the fair value of the reporting unit significantly exceeding the carrying value of the net assets.
Therefore the Company did not proceed to step two of the impairment test. As at October 31, 2012 the Company did not identify any
potential indicators of impairment.
The following is a summary of the Company’s goodwill balance as at October 31, 2012 and 2011, respectively:
Goodwill – October 31, 2010
Foreign currency translation adjustment
Goodwill – October 31, 2011
Goodwill – October 31, 2012
$
$
$
19,738,862
(1,243,831)
18,495,031
18,495,031
NOTE 9 - RELATED PARTY TRANSACTIONS
The Company had an arrangement with Rand Edgar Investment Corp., a company owned by Brian Edgar, the Company's Chairman,
whereby the Company paid approximately $10,000 per month for general corporate development, rent and administrative services for
an office in Vancouver, British Columbia. This arrangement ended on March 31, 2012. During the year ended October 31, 2012 and
October 31, 2011, the Company paid $54,000 and $125,939 respectively to Rand Edgar Investment Corp. for general corporate
development, rent and administrative services which is included in the office and administrative line of the consolidated statement of
operations and comprehensive loss.
NOTE 10 – SHAREHOLDER RIGHTS PLAN
On June 11, 2007, the Board of Directors adopted a Shareholders’ Right 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 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 Plan, one Right has attached to each share of Company common stock issued since
that date. Each Right is attached to the underlying common share and will remain with the common share if the share is sold or
transferred. As of October 31, 2012, there are 136,160,157 shares outstanding with Rights attached.
In certain circumstances, in the event that any person acquires beneficial ownership of 20% or more of the outstanding shares of the
Company’s common stock, each holder of a Right, other than the acquirer, would be entitled to receive, upon payment of the
purchase price, which is initially set at $20 per Right, a number of shares of the Company’s common stock having a value equal to
two times such purchase price. The Rights will expire on June 11, 2017.
NOTE 11 - COMMON STOCK
On December 12, 2011, the Company closed a registered direct offering for the sale or 20,755,000 shares of common stock at a price
of $0.50 per share for gross proceeds of $10,377,500. The Company paid a 6% finder’s fee totaling $94,500 to a Canadian finder
with respect to certain non-U.S. purchasers who were introduced by them. The Company incurred other offering costs of $209,744
related to this offering.
On December 13, 2011, the Company closed a registered direct offering for the sale or 295,000 shares of common stock at a price of
$0.50 per share for gross proceeds of $147,500. The Company incurred offering costs of $2,982 related to this offering.
During the year ended October 31, 2011, the Company completed a private placement of 7,353,000 shares of common stock at $0.68
per share. Net proceeds from the private placement were $4,917,221. The Company also issued 1,385,353 shares of common stock
upon the exercise of warrants at an average cash consideration of $0.50 per share. Options to acquire 369,355 shares of common
stock were also exercised at an average exercise price of $0.51 per share. In addition, options to acquire 400,261 shares of common
stock were exercised by way of a cashless exercise whereby the recipients elected to receive 72,687 shares without payment of the
cash exercise price and the remaining options for 327,574 shares were cancelled.
In August 2010, the Company completed a private placement of 200,000 units at a price of $0.60 per unit, with each unit consisting of
one share of restricted common stock and one stock purchase warrant. Each warrant entitled the holder to purchase one share of
common stock. Each whole warrant was exercisable at $0.70 per share and had a term of one year. Net proceeds from this
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
placement were $120,000.
F-21
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
On April 16, 2010, the Company completed a merger with Dome and issued a total of 47,724,583 shares of common stock for all the
issued and outstanding shares of Dome. Based upon the closing exchange ratio of 0.968818 shares of Silver Bull common shares for
each single share of Dome common stock, the Company determined that 28,009,594 common shares of Silver Bull were issued
pursuant to the special warrant offering and 19,714,989 common shares of Silver Bull were issued for merger consideration. After
deducting offering costs of $1,048,484, the total net proceeds from the special warrant offering were $11,961,516.
Pursuant to ASC 805-10, the 19,714,989 shares issued for merger consideration were measured at $1.26, the closing market price of
the Company’s common stock on April 16, 2010.
On January 10, 2010, Dome raised $13,010,000 through a private placement of special warrants. The private placement was
completed through a syndicate of Canadian investment dealers and each special warrant automatically converted into one share of
Dome common stock immediately prior to the closing of the merger with Dome. The funds were held in escrow pending the closing.
On December 22, 2009, the Company closed a private placement of 6,500,000 units, at a price of $0.46 per unit, with each unit
consisting of one share of common stock of the Company and one common stock purchase warrant of the Company, two of which
warrants entitled the holder to purchase one share of common stock. As a result of the closing of the merger with Dome on April 16,
2010, the warrants issued as part of this private placement were terminated in accordance with their terms. Total proceeds from this
private placement were $2,990,000.
During year ended October 31, 2010, the Company issued 2,308,281 shares of common stock upon the exercise of warrants at an
average cash consideration of $0.41 per share and issued 118,800 shares of common stock at an average market price of $0.81 per
share to its independent directors for services provided. In addition, during the fiscal year ended October 31, 2010, options to acquire
448,938 shares of common stock were exercised by way of a cashless exercise whereby the recipients elected to receive 243,669
shares without payment of the exercised price and the remaining options for 205,262 shares were cancelled.
During the year ended October 31, 2009, the Company completed a private placement of 5,291,952 units at $0.25 per unit. Each
unit consisted of one share of restricted common stock and one half of a warrant. Each whole warrant was exercisable at $0.50 per
share and had a term of 3 years. Net proceeds from these placements were $1,322,988. Also during 2009, the Company issued
3,703,450 shares of common stock for warrants exercised at an average cash consideration of $0.34 per share and issued 129,600
shares of common stock at an average market price of $0.36 per share to its independent directors for services provided.
During the year ended October 31, 2008, the Company issued 381,250 shares of common stock for warrants exercised at an average
cash consideration of $1.25 per share. In addition, the Company granted 38,000 shares to three employees of Contratistas at an
average market price of $2.18. The Company also issued 145,200 shares of common stock at an average market price of $1.69 per
share to its independent directors for certain services provided during the year ended October 31, 2007 and for services provided in
the year ended October 31, 2008. The Company had accrued $68,460 as of October 31, 2007 for costs associated with director
shares for the year ended October 31, 2007.
During the year ended October 31, 2007, the Company completed a private placement of 2,413,571 shares of the Company’s
common stock and warrants to purchase 1,206,785 shares of common stock exercisable at $2.42 per share for four years, at a price
of $4.70 per unit, which consists of two shares of common stock and one warrant. Net proceeds from this private placement were
$5,671,893. In addition, the Company issued 2,240,374 shares of common stock for warrants exercised at an average cash
consideration of $1.30 per share and issued 49,120 shares to outside consultants for services provided at an average price of $4.31
per share. Also during 2007, the Company issued 108,000 shares of common stock at an average price of $2.84 per share to its
independent directors for services provided and issued 126,000 shares of common stock in a cashless exercise of options.
During the year ended October 31, 2006, the Company issued 13,456,084 shares of common stock for cash consideration at an
average of $0.83 per share and 73,650 shares valued at $0.80 per share for services received. Included with each share purchased
was a warrant to purchase one share of the Company’s common stock at an exercise price of $1.25 per share with an exercise period
of 5 years. In addition, warrants were exercised for 25,000 shares of common stock for cash consideration at an average of $1.25 per
share. In addition, 248,593 shares of common stock were issued to employees of the Company for prior compensation at an average
value of $0.63 per share during the year ended October 31, 2006.
F-22
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
During the year ended October 31, 2005, the Company issued 476,404 shares of common stock for cash consideration at an average
of $0.98 per share. In addition, 176,772 shares of common stock were issued to officers and employees of the Company at an
average of $1.00 per share in payment of accrued wages. On September 28, 2005 the Company authorized the issuance of
7,500,000 shares of common stock at a price of $0.80 per share, to include with each share purchased a warrant to purchase one
share of the Company’s common stock at an exercise price of $1.25 per share and with an exercise period of 5 years. Accordingly,
options to purchase 476,404 shares of common stock were issued during the year ended October 31, 2005.
During the year ended October 31, 2004, the Company issued 7,580,150 shares of common stock for cash consideration at $1.00 per
share less issuance costs of $698,863. Officers of the Company were issued 120,655 shares at an average of $1.26 per share in
payment of accrued wages. The Company also issued 141,286 shares in exchange for services received.
During the year ended October 31, 2003, the Company sold 7,000 common stock units with an ascribed cash value of $10,500. The
Company also sold 849,000 shares at an average price of $0.98 per share. The Company also issued 100,000 shares of common
stock under the Penoles agreement for cash, at $2.00 per share. Additionally, 373,925 shares of common stock valued at $468,771
were issued as compensation to officers.
During the year ended October 31, 2002, the Company sold 162,667 common stock units with attached warrants for cash of
$244,000. The Company also issued 50,000 shares of common stock under the Penoles agreement for cash at $2.00 a share.
Additionally, 86,078 shares of common stock valued at $104,875 were issued as compensation to officers. On May 20, 2002, the
Company authorized the offering of 1,000,000 common stock units, with each unit consisting of one share of common stock and one
warrant equal to 1/3 of a share of common stock.
During the year ended October 31, 2001, the Company issued 20,000 shares of common stock with attached warrants for cash of
$15,000. Additionally, 57,000 shares of common stock were issued for services valued at $112,680 and for cash of $390, and 250,000
shares of common stock with 125,000 warrants attached were issued for $500,000 in cash.
During the year ended October 31, 2000, the Company sold 1,440,500 shares of its common stock for $3,986,625 cash, issued
120,000 shares of common stock for services valued at $153,360, issued 15,000 shares of common stock for equipment valued at
$25,000 and issued 950,000 shares of common stock for options exercised at $0.86 per share.
During the year ended October 31, 1999, the Company sold 1,068,800 shares of common stock for $1,075,900 cash. In addition the
Company received $300,000 for payment of subscriptions receivable. The Company also issued 55,556 shares for payment of drilling
expenses valued at $50,000.
In February 1998, 200,000 shares of common stock were issued for a mine database. The shares were valued at $1.625 per share,
resulting in a transaction valued at $325,000. Services valued at $22,300 were paid with 41,800 shares of common stock. An
additional 1,398,500 shares of common stock were issued for $1,065,445 cash and receivables, and a subscription receivable of
$300,000, between February and October 1998.
In April 1997, 250,000 common stock shares were issued for cash of $87,500 and 133,800 shares of common stock were issued for
services valued at $45,583. In May and June 1997, 181,600 shares of common stock were issued for $63,560 cash and 62,500
shares of common stock were issued for services valued at $21,875. In August and October 1997, 420,000 and 75,000 shares of
common stock were issued for cash of $378,000 and $75,000, respectively. Additionally, during August 1997, 100,200 shares of
common stock were issued for debt of $31,530 and 95,000 shares of common stock were issued for services valued at $95,000.
During November 1995, the Company’s directors approved the issuance of 45,000 shares of common stock for services rendered at
$0.01 per share. During June 1996, the Company issued 900,000 shares of common stock for the assignment of mineral rights in the
Sierra Mojada Project in Coahuila, Mexico valued at $0.01 per share to Messrs. John Ryan, Merlin Bingham, and Daniel Gorski, who
had formed a partnership to advance exploration of the mining concession located in Coahuila, Mexico. The partnership had an
informal joint venture agreement with USMX, Inc. covering the mining concessions. By acquiring the partnership interest, the
Company was able to negotiate and sign a formal joint venture agreement with USMX in July 1996.
During the year ended October 31, 1996, the Company issued 1,320,859 shares of common stock for $146,359 in cash. During
October 1996, the Company issued 150,000 shares of common stock for computer equipment valued at $15,000. Also during
October 1996, the Company issued 120,000 shares of common stock to Mr. Gorski and an additional 20,000 shares of common stock
to Mr. Ryan for services rendered valued at $14,000.
In January 1996, Mr. Carmen Ridland, in a private sale, sold a controlling interest in the corporation to Mr. Howard Crosby. On
January 12, 1996, Mr. Ridland transferred control of Cadgie Co. to Mr. Crosby and Mr. Robert Jorgensen.
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
F-23
On August 4, 1995 the directors of Cadgie Co. declared a 3:1 forward stock split of the outstanding Cadgie Co. shares, thus
increasing the number of outstanding shares from 192,160 to 576,480.
On August 31, 1994, the directors of Cadgie Co. declared a 1:5 reverse stock split of the outstanding Cadgie Co. shares, thus
reducing the number of outstanding shares from 960,800 to 192,160 shares.
The Company (originally called Cadgie Company) was formed in August of 1993 and incorporated in November 1993 by Mr. Carman
Ridland of Las Vegas, Nevada as a spin-off from its predecessor, Precious Metal Mines, Inc. The Company issued 960,800 of its
$0.01 par value shares to Precious Metal Mines, Inc. for 16 unpatented mining claims located near Philipsburg, Montana comprising
the Kadex property group. Precious Metal Mines, Inc. distributed the 960,800 shares of Cadgie Company to its shareholders. One
share of Cadgie Co. was exchanged for each share of Precious Metal Mines, Inc. held by holders of record as of August 31, 1993.
NOTE 12 - STOCK OPTIONS
The Company has adopted two active stock option plans. Under the 2006 Stock Option Plan (the “2006 Plan”) the Company may
grant non-statutory and incentive options to employees, directors and consultants for up to a total of 5,000,000 shares of common
stock. Under the 2010 Stock Option and Stock Bonus Plan (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.
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 1 to 2 years and have a contractual term of 5 to 10 years.
A summary of the range of assumptions used to value stock options granted for the year ended October 31, 2012 and 2011 are as
follows:
Options
Expected volatility
Risk-free interest rate
Dividend yield
Expected term (in years)
Fiscal Year Ended
October 31,
2012
2011
61% - 104%
0.29% - 0.63%
—
2.50 – 5.00
96% - 113%
0.39% -1.53%
—
2.50 – 3.50
During the year ended October 31, 2012, the Company granted options to acquire 4,995,000 shares of common stock with a
weighted-average grant-date fair value of $0.26 per share. No options were exercised during the year ended October 31, 2012.
During the year ended October 31, 2011, options to acquire 369,355 shares of common stock were exercised at an average exercise
price of $0.51 per share. In addition, options to acquire 400,261 shares of common stock were exercised by way of a cashless
exercise whereby the recipients elected to receive 72,687 shares without payment of the exercise price and the remaining options for
327,574 shares were cancelled. The options had a combined intrinsic value of $197,034 at the time of exercise. Also during the year
ended October 31, 2011, the Company granted options to acquire 2,295,000 shares of common stock with a weighted-average grant-
date fair value of $0.58.
F-24
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
The following is a summary of stock option activity for the fiscal years ended October 31, 2012 and 2011:
Options
Outstanding at November 1, 2010
Granted
Exercised
Forfeited
Expired
Outstanding at October 31, 2011
Granted
Forfeited or cancelled
Expired
Outstanding at October 31, 2012
Weighted
Average
Exercise
Price
1.59
0.90
0.52
0.82
2.23
1.06
0.53
1.23
—
0.66
Shares
6,901,692 $
2,295,000
(442,042)
(947,621)
(3,255,121)
4,551,908 $
4,995,000
(2,016,906)
—
7,530,002 $
Vested or Expected to Vest at October 31, 2012
Exercisable at October 31, 2012
7,530,002 $
4,383,334 $
0.66
0.72
Weighted
Average
Remaining
Contractual
Life (Years)
Aggregate
Intrinsic Value
3.60
$
33,600
3.93
3.93
3.57
$
$
$
12,500
12,500
4,167
The Company recognized stock-based compensation costs for stock options of $991,110 and $1,129,421 for the fiscal years ended
October 31, 2012 and 2011, respectively. As of October 31, 2012, there remains $486,459 of total unrecognized compensation
expense which is expected to be recognized over a weighted average period of 0.59 years.
On September 7, 2010, the Company granted options to purchase 295,000 shares of common stock under the 2010 Stock Option
Plan to twenty employees with an exercise price of $0.73 and an expiration date of five years. The fair market value of the options at
the date of grant was $0.47 per share.
On August 23, 2010, the Company granted stock options to purchase 200,000 shares of common stock under the 2010 Stock Option
Plan to each of its independent directors of the Company with an exercise price of $0.72 and an expiration date of five years. The
Board also granted options on August 23, 2010 to the persons serving on the Board who were not considered independent at the time
of grant being: Brian Edgar (an option to acquire 600,000 shares); Merlin Bingham (an option to acquire 200,000 shares); and Greg
Hahn (an option to acquire 200,000 shares). The fair market value of the 1,800,000 options at the date of grant was $0.46 per share.
Also on August 23, 2010 the Company granted stock options to purchase an aggregate of 1,400,000 shares of common stock under
the 2010 Stock Option Plan to the Company’s executive officers with an exercise price of $0.72 and an expiration date of five years.
The fair market value of the options at the date of grant was $0.47 per share.
In February 2009, the Company granted options to acquire 705,619 shares of common stock with a weighted-average grant-date fair
value of $0.25 to officers, corporate employees and independent directors in consideration for entering into salary deferral
agreements. The stock options have an exercise price of $0.34 and an expiration term of 10 years. The options vested immediately
and had a fair value of $179,436 at date of grant.
On January 18, 2008, the Compensation Committee recommended to the Board of Directors and the Board granted stock options to
purchase 400,000 shares of common stock under the 2006 Stock Option Plan to the officers of the Company with an exercise price of
$2.18 and an expiration date of ten years. The fair market value of the options at the date of grant was $1.60 per share.
Also on January 18, 2008, the Board of Directors granted options to purchase 200,004 shares of common stock under the 2006 Stock
Option Plan to fourteen Mexican employees with an exercise price of $2.18 and an expiration date of ten years. The fair market value
of the options at the date of grant was $1.67 per share.
On April 17, 2008, the Board of Directors granted options to purchase 150,000 shares of common stock under the 2006 Stock Option
Plan to a legal consultant in Mexico with an exercise price of $2.25 and an expiration date of ten years. The fair market value of the
options at the date of grant was $1.78 per share.
In October 2007, the Company granted stock options to purchase up to 250,000 shares of common stock to an independent director
at $2.85 per share under the 2006 Plan. The fair market value of the options at the date of grant was $2.15 per share
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
F-25
In June 2007, the Company granted stock options to purchase up to 250,000 shares of common stock to the Company’s CFO at
$4.30 per share under the 2006 Plan. The fair market value of the options at the date of grant was $3.37 per share.
In February 2007, options for 210,000 shares of the Company’s common stock granted under the Company’s 2001 Equity Incentive
Plan were exercised under the “cashless exercise” provision of the Plan, whereby recipients elected to receive 126,000 shares
without payment of the exercise price, and the remaining options for 84,000 shares were cancelled.
During the year ended October 31, 2006, the Company granted 2,000,000 options to officers under the 2006 Stock Option Plan with
an exercise price of $2.59 and an expiration of ten years. The options had a fair value of $2.18 per share. In addition, the Company
granted 750,000 options to independent directors with an exercise price of $2.59 and an expiration of ten years. These options vested
immediately and were assigned a fair value of $2.18 per share. In addition, the Company extended the contractual life of 310,000
fully vested stock options held by 19 employees. As a result of this modification, the Company recognized additional compensation
expense of $48,000 for the year ended October 31, 2006.
In 2002, the Company granted 100,000 options with an exercise price of $1.25 and an expiration of seven years. The total value was
calculated at $61,000.
Summarized information about stock options outstanding and exercisable at October 31, 2012 is as follows:
Options Outstanding
Options Exercisable
Exercise
Price
$ 0.44 - 0.73
1.00 - 1.20
2.18
$ 0.44 - 2.18
Number
Outstanding
6,625,000
805,000
100,002
7,530,002
Weighted
Ave.
Remaining
Contractual
Life (Years)
3.99
3.30
5.22
3.93
$
$
Weighted
Average
Exercise
Price
0.58
1.11
2.18
0.66
Number Exercisable
3,729,999 $
553,333
100,002
4,383,334 $
Weighted
Average
Exercise
Price
0.62
1.10
2.18
0.72
A summary of the non-vested options as of October 31, 2012 and 2011 and changes during the fiscal years ended October 31, 2012
and 2011 is as follows:
Nonvested at October 31, 2010
Nonvested Shares
Granted
Vested
Forfeited
Nonvested at October 31, 2011
Granted
Vested
Forfeited
Nonvested at October 31, 2012
F-26
Weighted-
Average
Grant-Date
Fair Value
0.51
0.58
0.54
0.55
0.56
0.26
0.33
0.40
0.32
Shares
1,963,337 $
2,295,000
(1,785,950)
(952,382)
1,520,005 $
4,995,000
(2,658,329)
(710,008)
3,146,668 $
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
NOTE 13 - WARRANTS
A summary of warrant activity for the fiscal years ended October 31, 2012 and 2011 is as follows:
Warrants
Shares
Weighted
Average
Exercise
Price
Weighted
Average
Remaining
Contractual
Life (Years)
Aggregate
Intrinsic
Value
Outstanding at October 31, 2010
Exercised
Forfeited or expired
Outstanding at October 31, 2011
Forfeited or expired
Outstanding at October 31, 2012
Exercisable at October 31, 2012
12,315,677 $
(1,385,353)
(9,126,368)
1,803,956 $
(1,713,956)
90,000 $
90,000 $
1.21
0.50
1.30
1.30
1.35
0.34
0.34
0.60
$ 236,073
0.28
0.28
$ 13,500
$ 13,500
No warrants were exercised or issued during the year ended October 31, 2012.
During the year ended October 31, 2011, warrants to acquire 1,385,353 shares of common stock were exercised at an average
exercise price of $0.50 share. The warrants had an intrinsic value of $786,112 at time of exercise.
Summarized information about warrants outstanding and exercisable at October 31, 2012 is as follows:
Warrants Outstanding
Warrants Exercisable
Exercise
Price
0.34
$
Number
Outstanding
90,000
Weighted
Ave.
Remaining
Contractual
Life (Years)
0.28
$
Weighted
Average
Exercise
Price
0.34
Number Exercisable
90,000
$
Weighted
Average
Exercise Price
0.34
Pursuant to the private placement transaction that closed in August 2010, the Company issued warrants to acquire 200,000 shares of
common stock.
In connection with the merger with Dome, the Company issued 2,228,281 warrants with an exercise price of $0.41 to replace all of
the outstanding warrants of Dome at the time of the merger. The fair value of the warrants using the Black-Scholes valuation model
was $1,895,252 using an average risk free interest rate of 0.12%, average expected volatility of 98%, dividend yield of 0%, and
average contractual term of 0.19 years. All of these warrants were subsequently exercised in June 2010. The warrants had an
intrinsic value of $631,669 at time of exercise.
Pursuant to the private placement transaction that closed in December 2009, the Company issued warrants to acquire 3,250,000
shares of common stock. The warrants were only to be exercisable if the merger agreement between Dome and Silver Bull was
terminated and then only for a term extending until one year following the date of issuance, with an average exercise price of $0.57
per share of common stock. As a result of the closing of the merger with Dome on April 16, 2010, the warrants issued in this private
placement were terminated in accordance with their terms.
During the fiscal year ended October 31, 2010, warrants to acquire 2,308,281 shares of common stock were exercised at an average
exercise price of $0.41 per share. The warrants had an intrinsic value of $686,469 at time of exercise.
F-27
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
In October 2009, warrants for 3,703,450 shares were exercised at an average price of $0.34 per share for total cash proceeds of
$1,249,380. The warrants were exercised pursuant to a short-term one-time offer to four accredited investors to exercise these
warrants early. The Company agreed to reduce the exercise price of 2,900,000 warrants with a stated exercise price of $1.25 and
803,450 warrants with a stated exercise price of $2.42 to $0.32 and $0.40, respectively to secure necessary short-term working
capital.
The Company determined the fair value of the warrant inducement to be $126,090 using the Black-Scholes pricing model using risk
free interest rates of 0.04% to 0.66%, expected volatility of 98% to 133%, dividend yield of 0%, and contractual terms of .04 to 1.3
years. Since these warrants were initially issued in connection with two earlier private placements of the Company’s securities and
since the offer was only available to a limited number of warrant holders, the Company recorded the fair value of the warrant
inducement as a deemed dividend and accordingly has increased the net loss applicable to common stockholders for the fiscal year
ended October 31, 2009.
Also in 2009, the Company granted warrants to purchase 90,000 shares of Common Stock with an exercise price of $0.34 and an
expiration term of 4 years to a financial consultant in consideration for entering into a consulting fee deferral agreement. The fair
value of these warrants was determined to be $39,021 based upon the Black-Scholes pricing model using risk free interest rate of
1.96%, expected volatility of 102%, dividend yield of 0%, and a contractual term of 4 years.
During the fiscal year ended October 31, 2008, warrants for 381,250 shares were exercised at an average price of $1.25 per share for
total cash proceeds of $476,563. The warrants had a total intrinsic value of $478,438 at date of exercise.
On June 4, 2008 the Company issued a warrant to purchase 100,000 shares of common stock to a consultant for financial services at
an exercise price of $2.00 per share. The warrant has a two year term and will vest equally over the term of the consulting
contract. The fair value of these warrants was determined to be $81,838 based upon the Black-Scholes pricing model using risk free
interest rate of 2.47%, expected volatility of 73%, dividend yield of 0%, and a contractual term of 2 years.
During the fiscal year ended October 31, 2007, the Company issued warrants for 600,000 common shares for professional services at
an average exercise price of $3.27 per share and average contractual terms 4.6 years. The fair value of these warrants was
determined to be $1,094,950 based upon the Black-Scholes pricing model using risk free interest rate of 5%, expected volatility of
80%, and expected term of 1.4 to 3 years. In addition, the Company extended the contractual life of a warrant for 59,610 shares of
common stock in consideration of financial services.
As a result of this modification, the Company recognized additional professional service fees of $68,999 for the year ended October
31, 2007.
During the year ended October 31, 2006 the Company granted warrants for 210,103 shares for services in connection with the
Company’s private placement, with an exercise price of $1.25 and an expiration of 5 years. The fair value of these warrants was
determined to be $403,215 using the Black-Scholes pricing model using a risk free interest rate of 5%, no dividends to be paid, and a
volatility of 80%. Also during the year ended October 31, 2006, the Company issued a warrant for 17,250 shares to an independent
director with an exercise price of $1.25 and an expiration of 5 years. The fair value of this warrant was determined using the Black-
Scholes option pricing model using a risk free interest rate of 5%, no dividends to be paid, and a volatility of 80%. The total value was
calculated at $30,705.
During the year ended October 31, 2005, the Company issued 476,404 common stock units that consisted of 476,354 shares of
common stock and warrants to purchase an additional 476,404 shares of common stock.
The Company did not issue common stock warrants during the year ended October 31, 2004.
During the year ended October 31, 2003, the Company issued 7,000 common stock units that consisted of 7,000 shares of common
stock and warrants to purchase an additional 2,333 shares of common stock.
During the year ended October 31, 2002, the Company issued 162,667 common stock units that were made up of 162,667 shares of
common stock and warrants to purchase an additional 54,222 shares of common stock.
During the year ended October 31, 2001, the Company issued 250,000 shares of stock with 125,000 warrants attached. Additionally
20,000 warrants were exercised for $15,000 in cash and services valued at $10,760. The Company also issued 80,000 warrants for
services, which were valued at $144,791.
F-28
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
At October 31, 2000, there were outstanding warrants to purchase 996,500 shares of the Company’s common stock, at prices ranging
from $0.75 to $2.00 per share. The warrants, which became exercisable in 1999, but have not been exercised, expired at various
dates through 2005. These warrants were valued at $543,980 using the Black-Scholes option pricing model using a risk free interest
of 5%, volatility of 30% and 50% and expected life of 5 to 10 years.
NOTE 14 – 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 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 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 tax returns in the United States and Dome Ventures
SARL Gabon, African Resources SARL Gabon and Gabon Resources SARL file tax returns in Gabon, Africa. Dome and its
subsidiaries do not currently generate taxable income.
The components of the provision for income taxes are as follows:
Foreign
Current tax expense
Deferred tax expense
For the year ended
October 31,
2012
2011
$
$
108,000 $
—
108,000 $
27,000
—
27,000
The Company’s provision for income taxes for the fiscal year ended October 31, 2012 consisted of a tax expense of $108,000 related
to a provision to income taxes expense for Contratistas and the Silver Bull Canadian branch return for the year ended October 31,
2012.
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 is as follows:
Income tax benefit calculated at U.S. Federal Income tax rate
$ (4,638,000) $ (4,274,000)
For the year ended
October 31,
2012
2011
Differences arising from:
Permanent differences
Benefit from lower foreign income tax rate
Increase in state tax rates
Adjustment to prior year taxes
Inflation adjustment foreign net operating loss
Foreign currency fluctuations
Increase in valuation allowance
Other
Net income tax provision
F-29
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
3,546,000
396,000
(58,000)
489,000
— 1,053,000
(11,000)
(226,000)
310,000
1,105,000 2,702,000
42,000
27,000
(109,000)
(261,000)
(143,000)
212,000
108,000 $
$
The components of the deferred tax assets at October 31, 2012 and 2011 were as follows:
Deferred tax assets:
Net operating loss carryforwards – U.S.
Net operating loss carryforwards – Mexico
Stock-based compensation – U.S.
Exploration costs
Other – U.S.
Other – Mexico
Deferred tax liability
Mining Concessions
Total net deferred tax assets
Less: valuation allowance
Net deferred tax asset
October 31,
2012
2011
$ 11,708,000 $ 10,889,000
6,519,000
3,271,000
1,015,000
84,000
366,000
22,340,000 22,144,000
8,618,000
116,000
1,827,000
25,000
46,000
(630,000)
(1,539,000)
21,710,000 20,605,000
(21,710,000) (20,605,000)
—
— $
$
At October 31, 2012 the Company has U.S. net operating loss carry-forwards of approximately $33 million which expire in the years
2013 through 2032. The Company has approximately $31 million of net operating loss carry-forwards in Mexico which expire in the
years 2015 through 2022.
The valuation allowance for deferred tax assets of $21.7 and $20.6 million at October 31, 2012 and 2011, 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 the
deferred tax assets are not currently realizable.
Mexico Tax Legislation
Mexican companies are subject to a dual tax system comprised of ISR (Income Tax) and IETU (Flat Tax). The Mexican subsidiaries
are subject to pay the greater of the ISR and IETU and therefore the Company determines its deferred income taxes based on the tax
regime it expects to be subject to in the future. In 2012 and 2011 the ISR rate was 30%. The Mexican Senate has approved an ISR
rate of 30% in 2013, 29% in 2014 and 28% for 2015 and thereafter. The IETU is 17.5% in 2010 and thereafter.
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-
forward that the Company could utilize in the future to offset taxable income. We have not completed a detailed Section 382 study at
this time to determine what impact, if any, that ownership changes may have had on our operating loss carryforwards. In each period
since our inception, we have recorded a valuation allowance for the full amount of our deferred tax assets, as the realization of the
deferred tax asset is uncertain. As a result, we have not recognized any federal or state income tax benefit in our consolidated
statement of operations and comprehensive loss.
Accounting for Uncertainty in Income Taxes
During the fiscal years ended October 31, 2012 and 2011, 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, 2012 and accordingly the Company’s effective tax rate
will not be materially affected by unrecognized tax benefits.
F-30
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
The following tax years remain open to examination by the Company’s principal tax jurisdictions:
United States:
Mexico:
Canada:
Gabon, Africa:
2008 and all following years
2007 and all following years
2009 and all following years
2009 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 twelve 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 15 – 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 qualifying assets, in which case they are added to the costs of
those assets until such time as the assets are substantially ready for their intended use or sale.
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;
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. As of October 31, 2012 and October 31, 2011, the Company had no financial assets or liabilities
required to be reported for fair value purposes.
The carrying amounts of the Company’s financial instruments, including cash and cash equivalents, restricted cash, other
receivables, accounts payable and accrued liabilities and expenses approximate fair value at October 31, 2012 and 2011 due to the
short maturities of these financial instruments.
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 counterparties demonstrate minimum acceptable credit worthiness.
The Company maintains its US Dollar and Canadian Dollar (“$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 US Dollar deposits held in Canadian financial
institutions. As of October 31, 2012 and 2011, the Company’s cash and cash equivalent balances held in United States and Canadian
financial institutions included $2,868,917 and $4,008,674 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.
The Company also maintains cash and restricted cash in bank accounts in Mexico and Gabon. These accounts are denominated in
the local currency and are considered uninsured. As of October 31, 2012 and 2011, the US dollar equivalent balance for these
accounts was $100,000 and $116,451, respectively.
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
F-31
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
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 and restricted cash balances during the year ended October 31, 2012, a 1% decrease in interest
rates would have resulted in a reduction in interest income for the period of approximately $2,231.
Foreign Currency Exchange Risk
Certain purchases of labor, operating supplies and capital assets are denominated in $CDN, MXN, Central African francs (“$CFA”) or
other currencies. As a result, currency exchange fluctuations may impact the costs of our operations. Specifically, the appreciation
of the MXN, $CDN or $CFA against the US dollar may result in an increase in operating expenses and capital costs in US dollar
terms. As of October 31, 2012, the Company maintained the majority of its cash balance in US Dollars. The Company currently does
not engage in any currency hedging activities.
NOTE 16 - COMMITMENTS AND CONTINGENCIES
Compliance with Environmental Regulations
The Company’s exploration activities are subject to laws and regulations controlling not only the exploration and mining of mineral
properties, but also the effect of such activities on the environment. Compliance with such laws and regulations may necessitate
additional capital outlays or affect the economics of a project, and cause changes or delays in the Company’s activities.
Employment and Consulting Agreements
Effective September 2, 2011, the Company entered into an amended and restated employment agreement with Mr. Edgar that
revised the change in control provision. The amended and restated employment agreement provides that Mr. Edgar is entitled to
written notice of termination for 12 months if Mr. Edgar is terminated without cause. Further upon a change of control (which is
defined in the amended and restated employment agreement), Mr. Edgar is entitled to receive a severance payment equal to 12
months of his base salary ($CDN 7,500 per month) plus the previous year bonus, if Mr. Edgar terminates his employment within three
months of such change in control.
On September 2, 2011 (although effective June 1, 2011), the Company entered into an amended and restated employment
agreement with Mr. Barry, that provides for base compensation of $CDN 18,000 per month (or $CDN 216,000 annually). The
amended and restated employment agreement provides that Mr. Barry is entitled to written notice of termination for up to 12 months if
Mr. Barry meets certain employment terms and is terminated without cause. Further upon a change of control (which is defined in the
amended and restated employment agreement), Mr. Barry is entitled to receive a severance payment of up to 18 months of his base
salary plus the previous year bonus, if Mr. Barry terminates his employment within three months of such change in control.
On June 6, 2012, the Company entered into an amended and restated employment agreement with Sean Fallis that provides for an
annual base salary effective May 1, 2012 of $CDN 165,000. The amended and restated employment agreement provides that Mr.
Fallis is entitled to written notice of termination for up to six months if Mr. Fallis meets certain employment terms and is terminated
without cause. Further upon a change of control (which is defined in the amended and restated employment agreement), Mr. Fallis is
entitled to receive a severance payment of up to 12 months of his base salary plus the previous year bonus, if Mr. Fallis terminates
his employment within three months of such change in control.
The Company has agreed to pay a consultant company upon a change of control (which is defined in the consulting agreement)
occurring on or before June 30, 2013, a payment of $200,000, if the consultant company terminates the consulting agreement within
one month of such change in control.
F-32
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
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.
In addition thirteen of the concessions in the Sierra Mojada project are subject to options to purchase from existing third party
concession owners. The agreements are considered option purchase agreements and give the Company the option, but not the
obligation, to acquire the concessions at established prices. Pursuant to the option purchase agreements, the Company is required
to make certain payments over the terms of these contracts. The payments required to obtain full ownership of these concessions
are set forth in the table below:
Olympia (1 concession)
Payment Date
February 2013
August 2013
Payment Amount
$MXN 470,000
$MXN 1,000,000
Maravillas, Ampl. Sierra Mojada and Sierra Mojada (3 concessions)
Payment Date
April 2013
October 2013
April 2014
April 2015
Payment Amount
$MXN 800,000
$MXN 1,800,000
$MXN 2,400,000
$MXN 6,000,000
Nuevo Dulces Nombres (Centenario) and Yolanda III (2 concessions)
Payment Date
Monthly payment beginning August 2014 and
ending August 2016
Payment Amount (1)
$20,000 per month
(1) In August 2016, Silver Bull has the option of acquiring Nuevo Dulces
Nombres (100% interest) for $4 million and Yolanda III (100% interest) for $2
million.
Poder de Dios, Anexas a Poder de Dios, and Ampliacion a Poder de Dios (3 concessions)
Payment Date
April 2013
October 2013
April 2014
October 2014
April 2015(2)
Payment Amount
$300,000
$300,000
$300,000
$300,000
$300,000
Option Purchase Price (1)
$5 million
$5 million
$6 million
$6 million
$7 million
(1) Payments shown in the second column are required to maintain the option. Payments
shown in the third column reflect the purchase price at that point in time for the acquisition of 100%
of the concessions. Upon payment of the option purchase price, no subsequent payments are
required.
(2) After April 2015, Silver Bull must pay $300,000 every 6 months in order to maintain the
option-purchase agreement. During this period, Silver Bull has the option of acquiring Poder de Dios,
Anexas a Poder de Dios, and Ampliacion a Poder de Dios (100% interest) for $7 million.
F-33
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Veta Rica o La Inglesa (1 concession)
Payment Date
April 2013
April 2014
Payment Amount
$300,000
$300,000
La Perla, La India, and La India Dos (3 concessions)
Payment Date
April 2013
April 2014
Payment Amount
$400,000
$500,000
Option Purchase Price (1)
$4 million
$5 million
(1) Payments shown in the second column are required to maintain the option. Payments
shown in the third column reflect the purchase price at that point in time for the acquisition of 100%
of the concessions. Upon payment of the option purchase price, no subsequent payments are
required.
Property Concessions Gabon
The Company holds title to the Ndjole and Mitzic concessions in Gabon, Africa that require the Company to spend minimum amounts
each term to renew the concessions. Each concession is renewable twice with each renewal lasting for three years. The initial
renewal of the Ndjole concession was granted on June 21, 2012 and the initial renewal of the Mitzic concession was granted on July
24, 2012. Per the renewed concession licenses the Company must spend $CFA 2,926,000,000 on exploration work on the Ndjole
concession and $CFA 901,000,000 on exploration work on the Mitzic concession in order to renew these concessions for a third term
of three years. The Company plans to request the concession licenses be amended to reflect the required exploration expenditures of
$CFA 400,000,000 per concession to renew the concessions for a third term of three years per Gabonese law. The Company must
spend $CFA 800,000,000 in the third term per Gabonese law. The Company may apply for a mining license at any time during these
periods. As of October 31, 2012, one U.S. dollar approximates $CFA 508.
Royalty
The Company has agreed to pay a 2% net smelter return royalty on certain property concessions within the Sierra Mojada Property.
Total payments under this royalty are limited to $6.875 million.
Office Lease Commitment
The Company entered into a five-year office lease agreement from April 1, 2012 to March 31, 2017 for the Company’s corporate
office in Vancouver, Canada. The monthly lease payment is $CDN 7,506 until March 31, 2014, increasing to $CDN 7,743 on April 1,
2014 with a further increase to $CDN 7,981 on April 1, 2016. As of October 31, 2012, one U.S. dollar approximates $CDN 1.00.
NOTE 17 – SEGMENT INFORMATION
The Company operates in one business segment being the exploration of mineral property interests. The Company has mineral
property interests in Sierra Mojada, Mexico and Gabon, Africa.
Geographic information is approximately as follows:
For the Year Ended
October 31,
2012
2011
Period from
November 8,
1993
(Inception) To
October 31,
2012
Net (loss) for the period
Mexico
Canada
Gabon
United States
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
$
(7,672,000) $
(3,038,000)
(2,650,000)
—
(8,878,000) $
(1,244,000)
(325,000)
(1,790,000)
$ (13,360,000) $ (12,237,000) $
(45,217,000)
(4,324,000)
(2,944,000)
(34,309,000)
(86,794,000)
F-34
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
The following table details allocation of assets included in the accompanying balance sheet at October 31, 2012:
Cash and cash equivalents
Restricted cash
Value-added tax receivable, net
Other receivables
Prepaid expenses and deposits
Property concessions
Office and mining equipment, net
Goodwill
Other assets
United States
$
101,000 $
-
-
-
-
-
-
-
-
101,000 $
Canada
Mexico
Gabon
3,013,000 $
-
-
64,000
157,000
-
8,000
-
44,000
3,286,000 $
39,000 $
-
449,000
52,000
151,000
6,326,000
663,000
18,495,000
-
26,175,000 $
48,000 $
13,000
491,000
-
1,000
2,201,000
38,000
-
-
2,792,000 $
Total
3,201,000
13,000
940,000
116,000
309,000
8,527,000
709,000
18,495,000
44,000
32,354,000
$
The following table details allocation of assets included in the accompanying balance sheet at October 31, 2011:
Cash and cash equivalents
Restricted cash
Other receivables
Prepaid expenses and deposits
Property concessions
Office and mining equipment, net
Value-added tax receivable – long term,
net
Goodwill
Other assets
Canada
Mexico
Gabon
Total
United States
$
40,000 $
-
-
-
-
-
4,160,000 $
-
72,000
100,000
-
7,000
18,000 $
-
9,000
150,000
4,847,000
764,000
-
-
-
40,000 $
-
-
95,000
4,434,000 $
1,278,000
18,495,000
-
25,561,000 $
$
21,000 $
77,000
-
-
4,500,000
14,000
549,000
-
18,000
5,179,000 $
4,239,000
77,000
81,000
250,000
9,347,000
785,000
1,827,000
18,495,000
113,000
35,214,000
The Company has significant assets in Coahuila, Mexico and Gabon, Africa. Although these countries are generally considered
economically stable, it is always possible that unanticipated events in foreign countries could disrupt the Company’s
operations. Neither the Mexican government nor the Gabonese government requires foreign entities to maintain cash reserves in
their respective country.
The following table details allocation of exploration and property holding costs for the exploration properties:
Exploration and property holding costs for the period
Mexico Sierra Mojada
Gabon Ndjole
Gabon Mitzic
Gabon Ogooue
Gabon Mevang
For the Year Ended
October 31,
2012
2011
Period from
November 8, 1993
(Inception) To
October 31,
2012
$
$
(8,887,000)
(745,000)
(800,000)
(570,000)
(287,000)
(11,289,000)
$
$
(8,071,000)
(125,000)
(177,000)
—
—
(8,373,000)
$
$
(45,914,000)
(870,000)
(977,000)
(570,000)
(287,000)
(48,618,000)
F-35
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
NOTE 18 - SUMMARY OF QUARTERLY FINANCIAL DATA (UNAUDITED)
The following table sets forth a summary of the quarterly results of operations for the years ended October 31, 2012 and 2011:
2012
Revenues
Loss from operations
Other (expense) income
Income tax expense
Net loss
Basic and diluted net loss per common share
2011
Revenues
Loss from operations
Other income (expense)
Income tax expense
Net loss
Basic and diluted net loss per common share
$
$
Q1
Q2
Q3
-
(3,434,849)
(153,677)
4,962
(3,593,488)
(0.03)
-
(3,612,507)
288,069
71,686
(3,396,124)
(0.02)
-
(2,505,407)
(185,609)
24,722
(2,715,738)
(0.02)
Q1
Q2
Q3
-
(1,910,370)
303,207
3,888
(1,611,051)
(0.02)
-
(3,301,638)
1,744,060
19,499
(1,577,077)
(0.01)
-
(2,966,607)
(410,419)
6,826
(3,383,852)
(0.03)
Q4
-
(3,826,998)
178,776
6,839
(3,655,061)
(0.03)
Q4
-
(3,566,765)
(2,101,971)
(3,356)
(5,665,380)
(0.05)
F-36
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Exhibit 21.1
We currently conduct our operations through subsidiaries. The names and ownership structure of our subsidiaries are set forth in the
chart below.
Name
Metalline, Inc. (“Metalline”)
Jurisdiction of
Incorporation or
Organization
Colorado, USA
Ownership Percentage
100% by Silver Bull
Contratistas de Sierra Mojada S.A. de C.V.
Mexico
98% by Silver Bull and 2% by Metalline
Minera Metalin S.A. de C.V.
Mexico
99.998% by Silver Bull and 0.002% by Metalline
Minas De Coahuila SBR S.A. de C.V.
Mexico
100% by Minera Metalin S.A. de C.V.
Dome Ventures Corporation (“Dome”)
Delaware, USA
100% by Silver Bull
Dome Asia Inc.
British Virgin Islands
100% by Dome
Dome International Global Inc.
British Virgin Islands
100% by Dome
Dome Minerals Nigeria Limited
Nigeria
99.99% by Dome International Global Inc.
Dome Ventures SARL Gabon
Gabon Resources SARL
African Resources SARL Gabon
Gabon
Gabon
Gabon
100% by Dome International Global Inc.
100% by Dome Ventures SARL Gabon
100% by Dome International Global Inc.
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statements on Form S-3, as amended (File Nos.
333-172789, 333-172868, 333-174816 and 333-180143), and the Registration Statements on Form S-8 (File Nos. 333-171723, 333-
140588 and 333-180142) of Silver Bull Resources, Inc. (the “Company”) of our reports dated January 9, 2013 relating to the audit of
the consolidated financial statements and the effectiveness of internal control over financial reporting, which appears in this Annual
Report on Form 10-K for the year ended October 31, 2012.
/s/ Hein & Associates LLP
Hein & Associates LLP
Denver, Colorado
January 9, 2013
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Exhibit 23.2
CONSENT OF SRK CONSULTING (CANADA), INC.
We hereby consent to the incorporation by reference of any mineralized material and other analyses performed by us in our
capacity as an independent consultant to Silver Bull Resources, Inc. (the “Company”), which are set forth in the Company’s Annual
Report on Form 10-K for the year ended October 31, 2012, in the Company’s Registration Statements on Form S-3, as amended
(File Nos. 333-172789, 333-172868, 333-174816 and 333-180143), and Form S-8 (File Nos. 333-171723, 333-140588 and 333-
180142), any prospectuses or amendments or supplements thereto, and in any amendment to any of the foregoing.
Date: January 9, 2013
SRK CONSULTING (CANADA), INC.
/s/ Gilles Arseneau
Name: Gilles Arseneau, P. Geo.
Title: Associate Consultant
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
EXHIBIT 31.1
Certifications:
I, Timothy Barry, certify that:
1.
I have reviewed this annual report on Form 10-K of Silver Bull Resources, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined
in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under
our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal controls over financial reporting, or caused such internal controls over financial reporting to be
designed under our supervision, 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;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing
the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial
information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant’s internal control over financial reporting.
Dated: January 9, 2013
By:
/s/ Timothy Barry
Timothy Barry, President and Chief Executive Officer
(Principal Executive Officer)
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
EXHIBIT 31.2
Certifications:
I, Sean Fallis, certify that:
1.
I have reviewed this annual report on Form 10-K of Silver Bull Resources, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined
in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under
our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal controls over financial reporting, or caused such internal controls over financial reporting to be
designed under our supervision, 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;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing
the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial
information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant’s internal control over financial reporting.
Dated: January 9, 2013
By:
/s/ Sean Fallis
Sean Fallis, Chief Financial Officer
(Principal Accounting and Financial Officer)
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
EXHIBIT 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Section 1350 of Chapter 63 of Title 18 of the United States Code), the
undersigned officer of Silver Bull Resources, Inc. (the “Company”) does hereby certify with respect to the Annual Report of the
Company on Form 10-K for the period ended October 31, 2012 (the “Report”) that:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of
the Company.
Dated: January 9, 2013
By
/s/ Timothy Barry
Timothy Barry, President and Chief Executive Officer
(Principle Executive Officer)
The foregoing certification is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Section 1350 of
Chapter 63 of Title 18 of the United States Code). It shall not be deemed filed for purposes of Section 18 of the Securities Exchange
Act of 1934 (15 U.S.C. Section 78r) or otherwise subject to the liability of that section. It shall also not be deemed incorporated by
reference into any filing under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, except
to the extent that the Company specifically incorporates it by reference.
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
EXHIBIT 32.2
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Section 1350 of Chapter 63 of Title 18 of the United States Code), the
undersigned officer of Silver Bull Resources, Inc. (the “Company”) does hereby certify with respect to the Annual Report of the
Company on Form 10-K for the period ended October 31, 2012 (the “Report”) that:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of
the Company.
Dated: January 9, 2013
By
/s/ Sean Fallis
Chief Financial Officer
(Principal Accounting and Financial Officer)
The foregoing certification is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Section 1350 of
Chapter 63 of Title 18 of the United States Code). It shall not be deemed filed for purposes of Section 18 of the Securities Exchange
Act of 1934 (15 U.S.C. Section 78r) or otherwise subject to the liability of that section. It shall also not be deemed incorporated by
reference into any filing under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, except
to the extent that the Company specifically incorporates it by reference.
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.