Silver Bull Resources, Inc 10-Q for FY2021 Q3
Silver Bull Resources, Inc. (SVBL)
About this 10-Q
Silver Bull Resources, Inc filed this 10-Q on September 14, 2021, covering the quarter ended July 31, 2021 (FY2021 Q3).
Headline figures
Quarter ended July 31, 2021, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net loss
- $1.06M
- compared with a net loss of $486.35K a year earlier
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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FOR THE QUARTERLY PERIOD ENDED |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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FOR THE TRANSITION PERIOD FROM _________ TO _________. |
Commission File Number:
(Exact name of registrant as specified in its charter)
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State or other jurisdiction of incorporation or organization |
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(I.R.S. Employer Identification No.) |
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(Address of principal executive offices, including zip code) | ||
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Registrant’s telephone number, including area code: ( | ||
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Securities registered pursuant to Section 12(b) of the Act: | ||
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.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer ☐ |
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Accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
As of September 13, 2021, there were
SILVER BULL RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
TABLE OF CONTENTS
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Page | |
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PART I – FINANCIAL INFORMATION
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3
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ITEM 1.FINANCIAL STATEMENTS. |
3 |
| ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. | 24 |
| ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. | 35 |
| ITEM 4.CONTROLS AND PROCEDURES. | 35 |
| PART II – OTHER INFORMATION | 35 |
| ITEM 1.LEGAL PROCEEDINGS. | 35 |
| ITEM 1A.RISK FACTORS. | 35 |
| ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. | 35 |
| ITEM 3.DEFAULTS UPON SENIOR SECURITIES. | 35 |
| ITEM 4.MINE SAFETY DISCLOSURES. | 35 |
| ITEM 5.OTHER INFORMATION. | 35 |
| ITEM 6.EXHIBITS. | 36 |
| SIGNATURES | 37 |
[The balance of this page has been intentionally left blank.]
2
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
SILVER BULL RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
CONDENSED CONSOLIDATED BALANCE SHEETS
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July 31, 2021 |
October 31, 2020 | |||||||
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(Unaudited) | ||||||||
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ASSETS | ||||||||
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CURRENT ASSETS | ||||||||
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Cash and cash equivalents (Note 14) |
$ |
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$ |
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Value-added tax receivable, net of allowance for uncollectible taxes of $ |
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Income tax receivable |
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Other receivables |
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Prepaid expenses and deposits |
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Loan receivable (Note 8) |
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Total Current Assets |
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Office and mining equipment, net (Note 9) |
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Property concessions (Note 10) |
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Goodwill (Note 11) |
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TOTAL ASSETS |
$ |
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$ |
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LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
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CURRENT LIABILITIES | ||||||||
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Accounts payable |
$ |
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$ |
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Accrued liabilities and expenses (Note 12) |
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Income tax payable |
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Total Current Liabilities |
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Loan payable (Note 13) |
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TOTAL LIABILITIES |
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COMMITMENTS AND CONTINGENCIES (Note 19) | ||||||||
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STOCKHOLDERS’ EQUITY (Notes 4, 15, 16 and 17) | ||||||||
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Common stock, $ |
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Additional paid-in capital |
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Accumulated deficit |
( |
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Other comprehensive income |
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Total Stockholders’ Equity Attributable to Common Shareholders |
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Non-controlling interests (Note 14) |
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Total Equity |
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TOTAL LIABILITIES AND EQUITY |
$ |
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$ |
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SUBSEQUENT EVENTS (Note 21)
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
3
SILVER BULL RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Unaudited)
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Three Months Ended July 31, |
Nine Months Ended July 31, | |||||||||||||||
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2021 |
2020 |
2021 |
2020 | |||||||||||||
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REVENUES |
$ |
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$ |
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$ |
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$ |
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EXPLORATION AND PROPERTY HOLDING COSTS | ||||||||||||||||
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Exploration and property holding costs |
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Depreciation (Note 9) |
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TOTAL EXPLORATION AND PROPERTY HOLDING COSTS |
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GENERAL AND ADMINISTRATIVE EXPENSES | ||||||||||||||||
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Personnel |
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Office and administrative |
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Professional services |
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Directors’ fees |
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(Recovery of) provision for uncollectible value-added taxes (Note 7) |
( |
) |
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TOTAL GENERAL AND ADMINISTRATIVE EXPENSES |
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LOSS FROM OPERATIONS |
( |
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( |
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( |
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OTHER (EXPENSES) INCOME | ||||||||||||||||
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Interest income |
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Foreign currency transaction (loss) gain |
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TOTAL OTHER (EXPENSES) INCOME |
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LOSS BEFORE INCOME TAXES |
( |
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( |
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INCOME TAX EXPENSE |
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NET LOSS |
( |
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( |
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( |
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NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTERESTS (Note 14) |
( |
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( |
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NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS |
( |
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( |
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( |
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( |
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BASIC AND DILUTED NET LOSS PER COMMON SHARE |
$ |
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$ |
( |
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$ |
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$ |
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BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF COMMON SHARES* |
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*Shares outstanding for prior period have been restated for the one-for-eight reverse stock split completed on September 15, 2020.
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
4
SILVER BULL RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited)
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Common Stock | ||||||||||||||||||||||||||||
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Number of Shares |
Amount |
Additional Paid-in Capital |
Accumulated Deficit |
Other Comprehensive Income |
Non-Controlling Interests |
Total Equity | ||||||||||||||||||||||
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Nine months ended July 31, 2021 | ||||||||||||||||||||||||||||
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Balance, October 31, 2020 |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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$ |
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Earn-in option agreement (Note 4) |
— |
— |
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— |
— |
— |
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Issuance of common stock as follows: | ||||||||||||||||||||||||||||
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- for cash at a price of $ |
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— |
— |
— |
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- for cash at a price of Canadian Dollar (“$CDN”) |
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— |
— |
— |
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- for cashless exercise of options (Note 15) |
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( |
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— |
— |
— |
— | ||||||||||||||||||||
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Changes in interests in subsidiary (Note 14) |
— |
— |
— |
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— |
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Stock option activity as follows: | ||||||||||||||||||||||||||||
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- Stock-based compensation for options issued to directors, officers, employees and advisors (Note 16) |
— |
— |
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— |
— |
— |
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Net loss for the nine-month period ended July 31, 2021 |
— |
— |
— |
( |
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— |
( |
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( |
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Balance, July 31, 2021 |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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$ |
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Common Stock | ||||||||||||||||||||||||||||
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Number of Shares |
Amount |
Additional Paid-in Capital |
Accumulated Deficit |
Other Comprehensive Income |
Non-Controlling Interests |
Total Equity | ||||||||||||||||||||||
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Three months ended July 31, 2021 | ||||||||||||||||||||||||||||
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Balance, April 30, 2021 |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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$ |
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Issuance of common stock as follows: | ||||||||||||||||||||||||||||
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- for cash at a price of $CDN 1.00 per share, less offering costs of $ |
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— |
— |
— |
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- for cashless exercise of options (Note 15) |
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( |
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— |
— |
— |
— | ||||||||||||||||||||
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Changes in interests in subsidiary (Note 14) |
— |
— |
— |
— |
— |
( |
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( |
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Stock option activity as follows: | ||||||||||||||||||||||||||||
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- Stock-based compensation for options issued to directors, officers, employees and advisors (Note 16) |
— |
— |
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— |
— |
— |
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Net loss for the three-month period ended July 31, 2021 |
— |
— |
— |
( |
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— |
( |
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( |
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Balance, July 31, 2021 |
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$ |
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$ |
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$ |
( |
) |
$ |
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$ |
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$ |
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The accompanying notes are an integral part of these interim condensed consolidated financial statements.
5
SILVER BULL RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited)
(CONTINUED)
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Common Stock | ||||||||||||||||||||||||
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Number of Shares* |
Amount |
Additional Paid-in Capital |
Accumulated Deficit |
Other Comprehensive Income |
Total Stockholders’ Equity | |||||||||||||||||||
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Nine months ended July 31, 2020 | ||||||||||||||||||||||||
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Balance, October 31, 2019 |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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Earn-in option agreement (Note 4) |
— |
— |
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— |
— |
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Reclassification to additional paid-in capital of stock option liability (Note 16) |
— |
— |
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— |
— |
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Stock option activity as follows: | ||||||||||||||||||||||||
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- Stock-based compensation for options issued to directors, officers, employees and consultants (Note 16) |
— |
— |
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— |
— |
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Net loss for the nine-month period ended July 31, 2020 |
— |
— |
— |
( |
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— |
( |
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Balance, July 31, 2020 |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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Common Stock | ||||||||||||||||||||||||
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Number of Shares* |
Amount |
Additional Paid-in Capital |
Accumulated Deficit |
Other Comprehensive Income |
Total Stockholders’ Equity | |||||||||||||||||||
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Three months ended July 31, 2020 | ||||||||||||||||||||||||
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Balance, April 30, 2020 |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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Earn-in option agreement (Note 4) |
— |
— |
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— |
— |
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Stock option activity as follows: | ||||||||||||||||||||||||
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- Stock-based compensation for options issued to directors, officers, employees and consultants (Note 16) |
— |
— |
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— |
— |
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Net loss for the three-month period ended July 31, 2020 |
— |
— |
— |
( |
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— |
( |
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Balance, July 31, 2020 |
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$ |
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$ |
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$ |
( |
) |
$ |
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$ |
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*Shares outstanding for prior periods have been restated for the one-for-eight reverse stock split completed on September 15, 2020.
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
6
SILVER BULL RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
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Nine Months Ended July 31, | ||||||||
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2021 |
2020 | |||||||
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CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
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Net loss |
$ |
( |
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$ |
( |
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Adjustments to reconcile net loss to net cash used by operating activities: | ||||||||
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Depreciation |
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Provision for uncollectible value-added taxes |
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Foreign currency transaction (income) loss |
( |
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Stock options issued for compensation (Note 16) |
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Changes in operating assets and liabilities: | ||||||||
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Value-added tax receivable |
( |
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( |
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Income tax receivable |
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Other receivables |
( |
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Prepaid expenses and deposits |
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Accounts payable |
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Accrued liabilities and expenses |
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Income tax payable |
( |
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Net cash used in operating activities |
( |
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( |
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CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
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Purchase of equipment |
( |
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Loan receivable (Note 8) |
( |
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Net cash used in investing activities |
( |
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CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
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Property concessions funding (Note 4) |
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Proceeds from loan financing (Note 13) |
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Proceeds from issuance of common stock, net of offering costs (Note 15) |
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Proceeds from issuance of common stock of subsidiary, net of offering costs (Note 14) |
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Net cash provided by financing activities |
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Effect of exchange rates on cash and cash equivalents |
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Net decrease in cash and cash equivalents |
( |
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( |
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Cash and cash equivalents beginning of period |
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Cash and cash equivalents end of period |
$ |
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$ |
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The accompanying notes are an integral part of these interim condensed consolidated financial statements.
7
SILVER BULL RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (CONTINUED)
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Nine Months Ended July 31, | ||||||||
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2021 |
2020 | |||||||
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SUPPLEMENTAL CASH FLOW DISCLOSURES: | ||||||||
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Income taxes paid |
$ |
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$ |
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Interest paid |
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$ |
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NON-CASH INVESTING AND FINANCING ACTIVITY: | ||||||||
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Arras Private Placement costs included in accounts payable and accrued liabilities |
$ |
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$ |
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2021 Private Placement costs included in accounts payable and accrued liabilities |
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8
NOTE 1 – ORGANIZATION, DESCRIPTION OF BUSINESS AND GOING CONCERN
Silver Bull Resources, Inc. (the “Company”) was incorporated in the State of Nevada on November 8, 1993 as the Cadgie Company for the purpose of acquiring and developing mineral properties. The Cadgie Company was a spin-off from its predecessor, Precious Metal Mines, Inc. On June 28, 1996, the Company’s name was changed to Metalline Mining Company. On April 21, 2011, the Company’s name was changed to Silver Bull Resources, Inc. The Company’s fiscal year-end is October 31. The Company has not realized any revenues from its planned operations and is considered an exploration stage company. The Company has not established any reserves with respect to its exploration projects and may never enter into the development stage with respect to any of its projects.
The Company engages in the business of mineral exploration. The Company currently owns a number of property concessions in Mexico (collectively known as the “Sierra Mojada Property”). The Company conducts its operations in Mexico through its wholly-owned subsidiary corporations, Minera Metalin S.A. de C.V. (“Minera Metalin”), Contratistas de Sierra Mojada S.A. de C.V. (“Contratistas”) and Minas de Coahuila SBR S.A. de C.V.
On April 16, 2010, Metalline Mining Delaware, Inc., a wholly-owned subsidiary of the Company incorporated in the State of Delaware, was merged with and into Dome Ventures Corporation (“Dome”), a Delaware corporation. As a result, Dome became a wholly-owned subsidiary of the Company. Dome has a wholly-owned subsidiary, Dome Asia Inc. (“Dome Asia”), which is incorporated in the British Virgin Islands. Dome Asia has a wholly-owned subsidiary, Dome Minerals Nigeria Limited, incorporated in Nigeria.
On September 18, 2020, the Company completed a one-for-eight reverse stock split of its shares of common stock. All share and per share information in the condensed interim consolidated financial statements, including references to the number of shares of common stock, stock options and warrants, prices of issued shares, exercise prices of stock options and warrants, and loss per share, have been adjusted to reflect the impact of the reverse stock split.
On August 12, 2020, the Company entered into an option agreement (the “Beskauga Option Agreement”) with Copperbelt AG, a corporation existing under the laws of Switzerland (“Copperbelt Parent”), and Dostyk LLP, an entity existing under the laws of Kazakhstan and a wholly-owned subsidiary of Copperbelt (the “Copperbelt Sub,” and together with Copperbelt Parent, “Copperbelt”), pursuant to which the Company has the exclusive right and option (the “Beskauga Option”) to acquire Copperbelt’s right, title and
On September 1, 2020, the Company entered into a joint venture agreement (the “Stepnoe and Ekidos JV Agreement”) with Copperbelt Parent in connection with mineral license applications for, and further exploration and evaluation of, certain properties, including the Stepnoe and Ekidos properties located in Kazakhstan. The exploration licenses for the Stepnoe and Ekidos properties were granted on
On February 5, 2021, Arras Minerals Corp. (“Arras”) was incorporated in British Columbia, Canada, as a wholly-owned subsidiary of the Company. The Company has included the financial results of Arras in its consolidated statement of operations since February 5, 2021. On March 19, 2021, pursuant to an asset purchase agreement with Arras, the Company transferred its right, title and interest in and to the Beskauga Option Agreement (Note 5) to Arras.
On May 20, 2021, Ekidos Minerals LLP (“Ekidos LLP”) entered into the Maikain Joint Venture Agreement (the “Maikain JV Agreement”) with Orogen LLP, a company incorporated under the laws of Kazakhstan, in connection with, among other things, mineral license applications for, and further exploration and evaluation of, certain properties in an area of interest, including the Akkuduk and Nogurbek properties located in Kazakhstan. The exploration license for the Akkuduk property was granted on
9
The Company (through Ekidos LLP) and Orogen LLP have initial participating interests in the Maikain joint venture of
The Company’s efforts and expenditures have been concentrated on the exploration of properties, principally in the Sierra Mojada Property located in Coahuila, Mexico and in the Beskauga Property located in Pavlodar, Kazakhstan. The Company has not determined whether its exploration properties contain ore reserves that are economically recoverable. The ultimate realization of the Company’s investment in exploration properties is dependent upon the success of future property sales, the existence of economically recoverable reserves, and the ability of the Company to obtain financing or make other arrangements for exploration, development, and future profitable production activities. The ultimate realization of the Company’s investment in exploration properties cannot be determined at this time.
Going Concern
Since its inception in November 1993, the Company has not generated revenue and has incurred an accumulated deficit of $
These interim condensed consolidated financial statements have been prepared on a going concern basis and do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary in the event the Company can no longer continue as a going concern. Such adjustments could be material.
NOTE 2 – BASIS OF PRESENTATION
The Company’s interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and applicable rules of the U.S. Securities and Exchange Commission (the “SEC”) regarding interim reporting. All intercompany transactions and balances have been eliminated during consolidation. Certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. The consolidated balance sheet at October 31, 2020 was derived from the audited consolidated financial statements. Accordingly, these interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended October 31, 2020.
All figures are in United States dollars unless otherwise noted.
The interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements, except for the recent accounting pronouncements adopted as disclosed in Note 3. In the opinion of management, the interim condensed consolidated financial statements furnished herein include all adjustments, all of which are of a normal recurring nature, necessary for a fair statement of the results for the interim periods presented. Uncertainties with respect to estimates and assumptions are inherent in the preparation of the Company’s interim condensed consolidated financial statements. Accordingly, operating results for the nine months ended July 31, 2021 are not necessarily indicative of the results that may be expected for the fiscal year ending October 31, 2021.
10
NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES
The significant accounting policies are defined in the Company’s Annual Report on Form 10-K for the year ended October 31, 2020 filed with the SEC on January 28, 2021, except as follows.
Principles of Consolidation and Basis of Presentation
The interim condensed consolidated financial statements include the accounts of the Company and its subsidiaries. The portion of the consolidated subsidiary not owned by the Company is presented as non-controlling interest in the Company’s interim condensed consolidated balance sheets, statements of operations, and statements of stockholders’ equity. Further, a portion of the earnings and losses of the subsidiary are allocated to non-controlling interest holders based on their respective ownership percentages. Equity is reallocated between controlling and noncontrolling interests in Arras upon a change in ownership.
All subsidiaries are entities that we control, either directly or indirectly. Control is defined as the exposure, or rights, to variable returns from involvement with an investee and the ability to affect those returns through power over the investee. Power over an investee exists when the Company’s existing rights give it the ability to direct the activities that significantly affect the investee’s returns. This control is generally evidenced through owning more than 50% of the voting rights or currently exercisable potential voting rights of a company’s share capital. All of the Company’s intra-group balances and transactions, including unrealized profits and losses arising from intra-group transactions, have been eliminated in full. For subsidiaries that we control but do not own 100% of, the net assets and net loss attributable to outside shareholders are presented as amounts attributable to non-controlling interests in the interim condensed consolidated balance sheet and consolidated statements of operations of loss.
Recent Accounting Pronouncements Adopted in the Nine-Month Period Ended July 31, 2021
On November 1, 2020, the Company adopted the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Updated (“ASU”) 2019-12, “Income Taxes - Simplifying the Accounting for Income Taxes (Topic 740)” which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and clarifies and amends existing guidance to improve consistent application. ASU 2019-12 will be effective for interim and annual periods beginning after December 15, 2020. Early adoption is permitted. The adoption of this update did not have a material impact on the Company’s financial position, results of operations or cash flows and disclosures.
Recent Accounting Pronouncements Not Yet Adopted
In January 2020, the FASB issued ASU No. 2020-01, “Investments – Equity Securities (Topic 321), Investments – Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) – Clarifying the Interactions between Topic 321, Topic 323, and Topic 815.” This ASU is effective for fiscal years beginning after December 15, 2020. The adoption of this update is not expected to have a material impact on the Company’s financial position, results of operations or cash flows and disclosures.
Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force) and the SEC did not or are not expected to have a material impact on the Company’s present or future consolidated financial statements.
11
NOTE 4 – SOUTH32 OPTION AGREEMENT
On June 1, 2018, the Company and its subsidiaries Minera Metalin and Contratistas entered into an earn-in option agreement (the “South32 Option Agreement”) with South32 International Investment Holdings Pty Ltd (“South32”), a wholly-owned subsidiary of South32 Limited (ASX/JSE/LSE: S32), whereby South32 is able to obtain an option to purchase
Upon exercise of the South32 Option, Minera Metalin and Contratistas are required to issue common shares to South32. Pursuant to the South32 Option Agreement, following exercise and until a decision has been made by the board of directors of Minera Metalin to develop and construct a mine on the Sierra Mojada Project, each shareholder holding greater than or equal to 10% of the shares may withdraw as an owner in exchange for a 2% net smelter royalty on products produced and sold from the Sierra Mojada Project. Any shareholder whose holdings are reduced to less than 10% must surrender its interest in exchange for a 2% net smelter royalty.
The Company has determined that Minera Metalin and Contratistas are variable interest entities and that the South32 Option Agreement has not resulted in the transfer of control of the Sierra Mojada Project to South32. The Company has also determined that the South32 Option Agreement represents non-employee share-based compensation associated with the collaborative exploration program undertaken by the parties. The compensation cost is expensed when the associated exploration activity occurs. The share-based payments have been classified as equity instruments and valued based on the fair value of the cash consideration received, as it is more reliably measurable than the fair value of the equity interest. If the South32 Option is exercised and shares are issued prior to a decision to develop a mine, such shares would be classified as temporary equity as they would be contingently redeemable in exchange for a net smelter royalty under circumstances that are not wholly in control of the Company or South32 and are not currently probable.
No portion of the equity value has been classified as temporary equity as the South32 Option has no intrinsic value.
On October 11, 2019, the Company and its subsidiary Minera Metalin issued a notice of force majeure to South32 pursuant to the South32 Option Agreement. Due to a blockade by a cooperative of local miners called Sociedad Cooperativa de Exploración Minera Mineros Norteños, S.C.L. (“Mineros Norteños”), the Company has temporarily halted all work on the Sierra Mojada Property. The notice of force majeure was issued because of the blockade’s impact on the ability of the Company and its subsidiary Minera Metalin to perform their obligations under the South32 Option Agreement. Pursuant to the South32 Option Agreement, any time period provided for in the South32 Option Agreement will generally be extended by a period equal to the period of delay caused by the event of force majeure. As of September 13, 2021, the blockade by Mineros Norteños at, on and around the Sierra Mojada Property is ongoing.
12
The combined approximate carrying amount of the assets and liabilities of Contratistas and Minera Metalin (consolidated with their wholly-owned subsidiary) are as follows at July 31, 2021:
|
Assets: |
Mexico | |||
|
Cash and cash equivalents |
$ |
|
| |
|
Value-added tax receivable, net |
|
| ||
|
Other receivables |
|
| ||
|
Prepaid expenses and deposits |
|
| ||
|
Office and mining equipment, net |
|
| ||
|
Property concessions |
|
| ||
|
Total assets |
$ |
|
| |
|
Liabilities: |
| |||
|
Accounts payable |
$ |
|
| |
|
Accrued liabilities and expenses |
|
| ||
|
Payable to Silver Bull Resources, Inc. to be converted to equity upon exercise of the South32 Option |
|
| ||
|
Total liabilities |
$ |
|
| |
|
|
| |||
|
Net advances and investment in the Company’s Mexican subsidiaries |
$ |
|
| |
In addition, at July 31, 2021, Silver Bull Resources, Inc. held $
The Company’s maximum exposure to loss at July 31, 2021 is $
NOTE 5 – BESKAUGA OPTION AGREEMENT
On August 12, 2020, the Company entered into the Beskauga Option Agreement with Copperbelt pursuant to which it has the exclusive right and option to acquire Copperbelt’s right, title and
On March 19, 2021, the Company transferred its interest in the Beskauga Option Agreement to its subsidiary, Arras.
As per the Beskauga Option Agreement, to maintain the effectiveness of the Beskauga Option, the Company must incur the following exploration expenditures:
|
Date |
Amount (USD $) | ||
|
|
By January 26, 2022 |
|
$ |
|
By January 26, 2023 |
$ | ||
|
By January 26, 2024 |
$ | ||
|
By January 26, 2025 |
$ |
13
As of July 31, 2021, the Company and Arras had collectively incurred approximately $
Arras incurred an additional $
The Beskauga Option Agreement also provides that subject to the terms and conditions set forth in the Beskauga Option Agreement, after the Company or its affiliate has incurred the exploration expenditures, the Company or its affiliate may exercise the Beskauga Option and acquire (i) the Beskauga Property by paying Copperbelt $
In addition, the Beskauga Option Agreement provides that subject to the terms and conditions set forth in the Beskauga Option Agreement, the Company or its affiliate may be obligated to make the following bonus payments (collectively, the “Bonus Payments”) to Copperbelt Parent if the Beskauga Main Project or the Beskauga South Project is the subject of a bankable feasibility study in compliance with Canadian National Instrument 43-101 indicating gold equivalent resources in the amounts set forth below, with (i) (A)
|
Gold equivalent resources |
Cumulative Bonus Payments | |||
|
Beskauga Main Project | ||||
|
3,000,000 ounces |
$ |
|
| |
|
5,000,000 ounces |
$ |
|
| |
|
7,000,000 ounces |
$ |
|
| |
|
10,000,000 ounces |
$ |
|
| |
|
Beskauga South Project |
| |||
|
2,000,000 ounces |
$ |
|
| |
|
3,000,000 ounces |
$ |
|
| |
|
4,000,000 ounces |
$ |
|
| |
|
5,000,000 ounces |
$ |
|
| |
The Beskauga Option Agreement may be terminated under certain circumstances, including (i) upon the mutual written agreement of the Company and Copperbelt; (ii) upon the delivery of written notice by the Company, provided that at the time of delivery of such notice, unless there has been a material breach of a representation or warranty given by Copperbelt that has not been cured, the Beskauga Property is in good standing; or (iii) if there is a material breach by a party of its obligations under the Beskauga Option Agreement and the other party has provided written notice of such material breach, which is incapable of being cured or remains uncured. On March 19, 2021, the Company transferred its interest in the Beskauga Option Agreement to its subsidiary, Arras.
NOTE 6 – NET LOSS PER SHARE
The Company had stock options and warrants outstanding at July 31, 2021 and 2020 that upon exercise were issuable into
14
NOTE 7 – VALUE-ADDED TAX RECEIVABLE
Value-added tax (“VAT”) receivable relates to VAT paid in Mexico. The Company estimates that net VAT of $
A summary of the changes in the allowance for uncollectible VAT for the nine months ended July 31, 2021 is as follows:
|
Allowance for uncollectible VAT – October 31, 2020 |
$ |
| ||
|
Provision for VAT receivable allowance |
| |||
|
Foreign currency translation adjustment |
| |||
|
Allowance for uncollectible VAT – July 31, 2021 |
$ |
|
NOTE 8 – LOAN RECEIVABLE
Through July 31, 2021, the Company has loaned $
During the period from December 21, 2020 to March 19, 2021, the Company loaned $
During the period from April 22 to June 30, 2021, the Company’s subsidiary, Arras, loaned an additional $
NOTE 9 – OFFICE AND MINING EQUIPMENT
The following is a summary of the Company’s office and mining equipment at July 31, 2021 and October 31, 2020, respectively:
|
July 31, |
October 31, | |||||||
|
2021 |
2020 | |||||||
|
| ||||||||
|
Mining equipment |
$ |
|
$ |
| ||||
|
Vehicles |
|
| ||||||
|
Buildings and structures |
|
| ||||||
|
Computer equipment and software |
|
| ||||||
|
Well equipment |
|
| ||||||
|
Office equipment |
|
| ||||||
|
|
| |||||||
|
Less: Accumulated depreciation |
( |
) |
( |
) | ||||
|
Office and mining equipment, net |
$ |
|
$ |
| ||||
NOTE 10 – PROPERTY CONCESSIONS
The following is a summary of the Company’s property concessions for the Sierra Mojada Property as at July 31, 2021 and October 31, 2020:
|
Property concessions – July 31, 2021 and October 31, 2020 |
$ |
|
15
NOTE 11 – GOODWILL
Goodwill represents the excess, at the date of acquisition, of the purchase price of the business acquired over the fair value of the net tangible and intangible assets acquired. On April 30, 2021, the Company elected to perform a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. Based on this assessment, management determined it is not more likely than not that the fair value of the reporting unit is less than its carrying amount. The Company performs its annual goodwill impairment test as of April 30th of each fiscal year.
The following is a summary of the Company’s goodwill balance as at July 31, 2021 and October 31, 2020:
|
Goodwill – July 31, 2021 and October 31, 2020 |
$ |
|
NOTE 12 – ACCRUED LIABILITIES AND EXPENSES
On August 12, 2020, the Company entered into the Beskauga Option Agreement with Copperbelt pursuant to which it has the exclusive right and option to acquire Copperbelt’s right, title and
The Company has agreed to issue to a finder such number of the shares of common stock equal to following amounts by the dates included below:
|
Date |
Amount ($CDN) | |||
|
Upon completion of the Company’s due diligence and satisfaction of certain conditions |
$ |
| ||
|
Within the first anniversary of first issue the Company’s common stock |
$ |
| ||
|
Within the second anniversary of first issue the Company’s common stock |
$ |
| ||
The shares of the Company’s common stock are to be valued at the 10-day volume-weighted average trading price of the shares on the Toronto Stock Exchange calculated as of the date immediately preceding the date such shares are issued.
NOTE 13 – LOAN PAYABLE
In June 2020, the Company received $
In January 2021, the Company applied and qualified for an additional $
16
The balance of the CEBA loan is fully repayable on or before the end of the Extended Term, if not repaid on or before the end of the Initial Term. The Company anticipates repaying the CEBA loan prior to the Initial Term date. An income will be recognized in the period when the CEBA loan is forgiven.
|
|
Loan payable – October 31, 2020 |
$ |
| ||
|
Loan payable received – January 2021 |
| ||||
|
Foreign currency translation adjustment |
| ||||
|
Loan payable – July 31, 2021 |
$ |
|
NOTE 14 – NON-CONTROLLING INTERESTS
On April 1, 2021, Arras completed an initial private placement (the “Arras Private Placement”) for
The Arras Private Placement was considered a change in the ownership interest of a subsidiary that the Company controls and accordingly, the Company accounted for this as an equity transaction. The Company has correspondingly recorded a non-controlling interest for the portion of Arras not owned by the Company. As a result of the transaction, the Company maintains a controlling interest of
The carrying value of the non-controlling interest at July 31, 2021 was as follows:
|
Non-controlling interests – October 31, 2020 |
$ |
| |||
|
|
Changes in interests in subsidiary – April 1, 2021 |
| |||
|
Loss for the period |
( |
) | |||
|
Non-controlling interests – July 31, 2021 |
$ |
| |||
The Company’s consolidated cash and cash equivalents balance as of July 31, 2021 is $
NOTE 15 – COMMON STOCK
Following shareholder approval, the Company amended its articles of incorporation on April 20, 2021 to increase the number of authorized shares of common stock from
On June 28, 2021, the Company completed a private placement (the “2021 Silver Bull Private Placement”) for
On June 15, 2021, options to acquire
On February 2, 2021, options to acquire
17
On November 9, 2020, the Company completed the second and final tranche of a two-tranche private placement (the “2020 Silver Bull Private Placement”) for
No shares of common stock were issued during the nine months ended July 31, 2020.
NOTE 16 – STOCK OPTIONS
The Company has one stock option plan under which equity securities are authorized for issuance to officers, directors, employees and advisors: the 2019 Stock Option and Stock Bonus Plan (the “2019 Plan”). Under the 2019 Plan, the lesser of (i)
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
On June 15, 2021, options to acquire
On February 2, 2021, options to acquire
No options were granted during the nine months ended July 31, 2021.
No options were granted or exercised during the nine months ended July 31, 2020.
The following is a summary of stock option activity for the nine months ended July 31, 2021:
|
Options |
Shares |
Weighted Average Exercise Price |
Weighted Average Remaining Contractual Life (Years) |
Aggregate Intrinsic Value | ||||||||||
|
| ||||||||||||||
|
Outstanding at October 31, 2020 |
|
$ |
|
|
$ |
| ||||||||
|
Exercised |
( |
) |
| |||||||||||
|
Cancelled |
( |
) |
| |||||||||||
|
Outstanding at July 31, 2021 |
|
$ |
|
|
$ |
| ||||||||
|
Exercisable at July 31, 2021 |
|
$ |
|
|
$ |
| ||||||||
The Company recognized stock-based compensation costs for stock options of $
During the nine months ended July 31, 2021, the Company’s subsidiary, Arras, granted options to acquire
Arras recognized stock-based compensation costs for stock options of $
Arras applies the fair value method using the Black-Scholes option pricing model in accounting for its stock options granted. Accordingly, share-based compensation of $
18
Summarized information about stock options outstanding and exercisable at July 31, 2021 is as follows:
|
Options Outstanding |
Options Exercisable | |||||||||||||
|
Exercise Price |
Number Outstanding |
Weighted Average Remaining Contractual Life (Years) |
Weighted Average Exercise Price |
Number Exercisable |
Weighted Average Exercise Price | |||||||||
|
$ |
|
|
|
|
|
| ||||||||
|
|
|
|
|
|
| |||||||||
|
|
|
|
|
|
| |||||||||
|
|
|
|
|
|
| |||||||||
|
$ |
|
|
|
$ |
|
|
$ |
| ||||||
Prior to the adoption of ASU 2018-07 on November 1, 2019, stock options granted to consultants with a $CDN exercise price were classified as a stock option liability on the Company’s consolidated balance sheets upon vesting. On adoption of ASU 2018-07, the classification of stock options granted to consultants with a $CDN exercise price is only reassessed if the award is modified after it vests and the consultant is no longer providing services, rather than once performance is complete and the award vests. ASU 2018-07 requires liability-classified awards that have not been settled as of the adoption date to be remeasured based on their adoption-date fair value. As a result, the Company reclassified $4,803 from stock option liability to additional paid-in capital on adoption of ASU 2018-07. The following is a summary of the Company’s stock option liability at July 31, 2020 and October 31, 2019:
|
|
Stock option liability at October 31, 2019: |
$ |
| ||
|
Reclassification to additional paid-in capital |
( |
) | |||
|
Stock option liability at July 31, 2020 |
$ |
|
19
NOTE 17 – WARRANTS
A summary of warrant activity for the nine months ended July 31, 2021 is as follows:
|
Warrants |
Shares |
Weighted Average Exercise Price |
Weighted Average Remaining Contractual Life (Years) |
Aggregate Intrinsic Value | |||||||||
|
| |||||||||||||
|
Outstanding and exercisable at October 31, 2020 |
|
$ |
|
|
$ |
| |||||||
|
Issued in the second and final tranche of the 2020 Silver Bull Private Placement (Note 15) |
|
$ |
| ||||||||||
|
Outstanding and exercisable at July 31, 2021 |
|
$ |
|
|
$ |
| |||||||
During the nine months ended July 31, 2021, the Company issued
No warrants were exercised during the nine months ended July 31, 2021.
No warrants were issued or exercised during the nine months ended July 31, 2020.
Summarized information about warrants outstanding and exercisable at July 31, 2021 is as follows:
|
Warrants Outstanding and Exercisable | |||||||||||||
|
Exercise Price |
Number Outstanding |
Weighted Average Remaining Contractual Life (Years) |
Weighted Average Exercise Price | ||||||||||
|
$ |
|
|
|
$ |
| ||||||||
NOTE 18 – FINANCIAL INSTRUMENTS
Fair Value Measurements
All financial assets and financial liabilities are recorded at fair value on initial recognition. Transaction costs are expensed when they are incurred, unless they are directly attributable to the acquisition of financial assets or the assumption of liabilities carried at amortized cost, in which case the transaction costs adjust the carrying amount.
The three levels of the fair value hierarchy are as follows:
|
Level 1 |
Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; | |
|
|
| |
|
Level 2 |
Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and | |
|
|
| |
|
Level 3 |
Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). |
Under fair value accounting, assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s financial instruments consist of cash and cash equivalents, accounts payable, loan receivable and loan payable.
The carrying amounts of cash and cash equivalents, loan receivable, accounts payable and loan payable approximate fair value at July 31, 2021 and October 31, 2020 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 that counterparties demonstrate acceptable levels of creditworthiness.
The Company maintains its U.S. dollar and Canadian dollar cash and cash equivalents in bank and demand deposit accounts with major financial institutions with high credit standings. Cash deposits held in Canada are insured by the Canada Deposit Insurance Corporation (“CDIC”) for up to $CDN
The Company also maintains cash in bank accounts in Mexico. These accounts are denominated in the local currency and are considered uninsured. As of July 31, 2021, and October 31, 2020, the U.S. dollar equivalent balance for these accounts was $
20
Interest Rate Risk
The Company holds substantially all of its cash and cash equivalents in bank and demand deposit accounts with major financial institutions. The interest rates received on these balances may fluctuate with changes in economic conditions. Based on the average cash and cash equivalent balances during the nine months ended July 31, 2021, a 1% decrease in interest rates would have resulted in a reduction of approximately $
Foreign Currency Exchange Risk
The Company is not subject to any significant market risk related to foreign currency exchange rate fluctuations.
NOTE 19 – COMMITMENTS AND CONTINGENCIES
Compliance with Environmental Regulations
The Company’s exploration activities are subject to laws and regulations controlling not only the exploration and mining of mineral properties but also the effect of such activities on the environment. Compliance with such laws and regulations may necessitate additional capital outlays or affect the economics of a project, and cause changes or delays in the Company’s activities.
Property Concessions in Mexico
To properly maintain property concessions in Mexico, the Company is required to pay a semi-annual fee to the Mexican government and complete annual assessment work.
Royalty
The Company has agreed to pay a
Litigation and Claims
Mineros Norteños Case
On May 20, 2014, Mineros Norteños filed an action in the Local First Civil Court in the District of Morelos, State of Chihuahua, Mexico, against the Company’s subsidiary, Minera Metalin, claiming that Minera Metalin breached an agreement regarding the development of the Sierra Mojada Property. Mineros Norteños sought payment of the Royalty, including interest at a rate of
21
Valdez Case
On February 15, 2016, Messrs. Jaime Valdez Farias and Maria Asuncion Perez Alonso (collectively, “Valdez”) filed an action before the Local First Civil Court of Torreon, State of Coahuila, Mexico, against the Company’s subsidiary, Minera Metalin, claiming that Minera Metalin had breached an agreement regarding the development of the Sierra Mojada Property. Valdez sought payment in the amount of $
From time to time, the Company is involved in other disputes, claims, proceedings and legal actions arising in the ordinary course of business. The Company intends to vigorously defend all claims against the Company and pursue its full legal rights in cases where the Company has been harmed. Although the ultimate outcome of these proceedings cannot be accurately predicted due to the inherent uncertainty of litigation, in the opinion of management, based upon current information, no other currently pending or overtly threatened proceeding is expected to have a material adverse effect on the Company’s business, financial condition or results of operations.
COVID-19
Global outbreaks of contagious diseases, including the December 2019 outbreak of a novel strain of coronavirus (COVID-19), have the potential to significantly and adversely impact our operations and business. On March 11, 2020, the World Health Organization recognized COVID-19 as a global pandemic. Pandemics or disease outbreaks such as the currently ongoing COVID-19 outbreak may have a variety of adverse effects on our business, including by depressing commodity prices and the market value of our securities and limiting the ability of our management to meet with potential financing sources. The spread of COVID-19 has had, and continues to have, a negative impact on the financial markets, which may impact our ability to obtain additional financing in the near term. A prolonged downturn in the financial markets could have an adverse effect on our business, results of operations and ability to raise capital.
22
NOTE 20 – SEGMENT INFORMATION
The Company operates in a single reportable segment: the exploration of mineral property interests. The Company has mineral property interests in Sierra Mojada, Mexico.
Geographic information is approximately as follows:
|
For the Three Months Ended |
For the Nine Months Ended | |||||||||||||||
|
July 31, |
July 31, | |||||||||||||||
|
2021 |
2020 |
2021 |
2020 | |||||||||||||
|
| ||||||||||||||||
|
Mexico |
( |
) |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) | |||||
|
Kazakhstan |
( |
) |
|
( |
) |
| ||||||||||
|
Canada |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||
|
Other |
|
( |
) |
|
( |
) | ||||||||||
|
Net Loss |
(1,160,000 |
) |
$ |
(486,000 |
) |
$ |
(2,889,000 |
) |
$ |
(1,533,000 |
) | |||||
The following table details the allocation of assets included in the accompanying balance sheet at July 31, 2021:
|
Canada |
Mexico |
Total | ||||||||||
|
Cash and cash equivalents |
$ |
|
$ |
|
$ |
605,000 |
| |||||
|
Value-added tax receivable, net |
|
|
252,000 |
| ||||||||
|
Other receivables |
|
|
21,000 |
| ||||||||
|
Prepaid expenses and deposits |
|
|
134,000 |
| ||||||||
|
Loan receivable |
|
|
2,055,000 |
| ||||||||
|
Office and mining equipment, net |
|
|
284,000 |
| ||||||||
|
Property concessions |
|
|
5,020,000 |
| ||||||||
|
Goodwill |
|
|
2,058,000 |
| ||||||||
|
$ |
|
$ |
|
$ |
10,429,000 |
| ||||||
The following table details the allocation of assets included in the accompanying balance sheet at October 31, 2020:
|
Canada |
Mexico |
Total | ||||||||||
|
Cash and cash equivalents |
$ |
|
$ |
|
$ |
1,862,000 | ||||||
|
Value-added tax receivable, net |
|
|
220,000 | |||||||||
|
Other receivables |
|
|
14,000 | |||||||||
|
Prepaid expenses and deposits |
|
|
230,000 | |||||||||
|
Loan receivable |
|
|
360,000 | |||||||||
|
Office and mining equipment, net |
|
|
240,000 | |||||||||
|
Property concessions |
|
|
5,020,000 | |||||||||
|
Goodwill |
|
|
2,058,000 | |||||||||
|
$ |
|
$ |
|
$ |
10,004,000 | |||||||
The Company has significant assets in Coahuila, Mexico. Although Mexico is generally considered economically stable, it is always possible that unanticipated events in Mexico could disrupt the Company’s operations. The Mexican government does not require foreign entities to maintain cash reserves in Mexico.
The following table details the allocation of exploration and property holding costs for the exploration properties:
|
For the Three Months Ended |
For the Nine Months Ended | |||||||||||||||
|
July 31, |
July 31, | |||||||||||||||
|
2021 |
2020 |
2021 |
2020 | |||||||||||||
|
| ||||||||||||||||
|
Exploration and property holding costs for the period | ||||||||||||||||
|
Mexico |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) | ||||
|
Kazakhstan |
( |
) |
|
( |
) |
| ||||||||||
|
Other |
|
( |
) |
|
( |
) | ||||||||||
|
$ |
(440,000 |
) |
$ |
(201,000 |
) |
$ |
(924,000 |
) |
$ |
(507,000 |
) | |||||
NOTE 21 – SUBSEQUENT EVENTS
During the month of August 2021, Arras loaned an additional $
On August 25, 2021, an exploration license for Nogurbek property in Kazakhstan was granted to Ekidos LLP.
On August 31, 2021, the board of directors approved the distribution of Arras common shares. Approximately
On September 9, 2021, option to acquire
23
| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. |
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” in our Annual Report on Form 10-K for the fiscal year ended October 31, 2020.
Cautionary Statement Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q includes certain statements that may be deemed to be “forward-looking statements” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the U.S. 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. Forward-looking statements include statements we make regarding:
- The sufficiency of our existing cash resources to enable us to continue our operations for the next 12 months as a going concern;
- Future payments that may be made by South32 under the terms of the South32 Option Agreement;
- Future exploration expenditures on the Beskauga Property, the potential exercise of the Beskauga Option and potential bonus payments under the Beskauga Option Agreement;
- Our plan to distribute Arras shares to our shareholders;
- Prospects of entering the development or production stage with respect to any of our projects;
- Our planned activities at the Sierra Mojada Project and the Beskauga Project in 2021 and beyond;
- Whether any part of the Sierra Mojada Project or Beskauga Project will ever be confirmed or converted into SEC Industry Guide 7-compliant “reserves”;
- The requirement of additional power supplies for the Sierra Mojada Project if a mining operation is determined to be feasible;
- Our ability to obtain and hold additional concessions in the Sierra Mojada Project and Beskauga Project areas;
- The timing, duration and overall impact of the COVID-19 pandemic on the Company’s business;
- Whether we will be required to obtain additional surface rights if a mining operation is determined to be feasible;
- The possible impact on the Company’s operations of the blockade by a cooperative of miners on the Sierra Mojada property;
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- The potential acquisition of additional mineral properties or property concessions;
- Testing of the impact of the fine bubble flotation test work on the recovery of minerals and initial rough concentrate grade;
- The impact of recent accounting pronouncements on our financial position, results of operations or cash flows and disclosures;
- The impact of changes to current state or federal laws and regulations on estimated capital expenditures, the economics of a particular project and/or our activities;
- Our ability to raise additional capital and/or pursue additional strategic options, and the potential impact on our business, financial condition and results of operations of doing so or not;
- The timing, mechanics and other aspects of the proposed distribution of shares of Arras Minerals Corp (“Arras”) to our shareholders by way of a special dividend;
- The impact of changing foreign currency exchange rates on our financial condition;
- Whether using major financial institutions with high credit ratings mitigates credit risk;
- The impact of changing economic conditions on interest rates;
- Our expectations regarding future recovery of value-added taxes (“VAT”) paid in Mexico; and
- The merits of any claims in connection with, and the expected timing of any, ongoing legal proceedings.
These statements are based on certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions, expected future developments and other factors we believe are appropriate in the circumstances. Such statements are subject to a number of assumptions, risks and uncertainties, and our actual results could differ from those expressed or implied in these forward-looking statements as a result of the factors described under “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended October 31, 2020, including without limitation, risks associated with the following:
- The continued funding by South32 of amounts required under the South32 Option Agreement;
- The results of future exploration at the Beskauga Property, including a feasibility study in compliance with Canadian National Instrument 43-101, and our ability to raise the capital for exploration expenditures on the Beskauga Property to maintain the effectiveness of the Beskauga Option;
- Our ability to obtain additional financial resources on acceptable terms to (i) conduct our exploration activities, (ii) fund the expenditures required as per the terms of the Beskauga Option Agreement and (iii) maintain our general and administrative expenditures at acceptable levels;
- Our ability to acquire additional mineral properties or property concessions;
- We may be subject to risks accompanying the management of Arras, in which certain investors hold a non-controlling ownership interest;
- Results of future exploration at our Sierra Mojada Project and Beskauga Project;
- Worldwide economic and political events affecting (i) the market prices for silver, zinc, lead, copper and other minerals that may be found on our exploration properties (ii) interest rates and (iii) foreign currency exchange rates;
- Outbreaks of disease, including the COVID-19 pandemic, and related stay-at-home orders, quarantine policies and restrictions on travel, trade and business operations;
- The amount and nature of future capital and exploration expenditures;
- Volatility in our stock price;
- Our inability to obtain required permits;
- Competitive factors, including exploration-related competition;
- Timing of receipt and maintenance of government approvals;
- Unanticipated title issues;
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- Changes in tax laws;
- Changes in regulatory frameworks or regulations affecting our activities;
- Our ability to retain key management, 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.
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 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 the sections titled “Risk Factors” in this Form 10-Q and in our Annual Report on Form 10-K for the fiscal year ended October 31, 2020.
Business Overview
Silver Bull, incorporated in Nevada, is an exploration stage company, engaged in the business of mineral exploration. Our primary objective is to define sufficient mineral reserves on the Sierra Mojada Property to justify the development of a mechanized mining operation. We conduct our operations in Mexico through our wholly-owned Mexican subsidiaries, Minera Metalin S.A. de C.V. (“Minera Metalin”), Contratistas de Sierra Mojada S.A. de C.V. (“Contratistas”) and Minas de Coahuila SBR S.A. de C.V. However, as noted above, we have not established any reserves at the Sierra Mojada Property, we are in the exploration stage, and we may never enter the development or production stage.
On August 12, 2020, we entered into an option agreement (the “Beskauga Option Agreement”) with Copperbelt AG, a corporation existing under the laws of Switzerland (“Copperbelt Parent”), and Dostyk LLP, an entity existing under the laws of Kazakhstan and a wholly-owned subsidiary of Copperbelt (the “Copperbelt Sub,” and together with Copperbelt Parent, “Copperbelt”), pursuant to which we have the exclusive right and option (the “Beskauga Option”) to acquire Copperbelt’s right, title and 100% interest in the Beskauga property located in Kazakhstan (the “Beskauga Property”), which consists of the Beskauga Main project (the “Beskauga Main Project”) and the Beskauga South project (the “Beskauga South Project,” and together the Beskauga Main Project, the “Beskauga Project”). After the completion of due diligence, the transaction contemplated by the Beskauga Option Agreement closed on January 26, 2021.
On September 1, 2020, we entered into a joint venture agreement (the “Stepnoe and Ekidos JV Agreement”) with Copperbelt Parent in connection with mineral license applications for, and further exploration and evaluation of, certain properties, including the Stepnoe and Ekidos properties located in Kazakhstan. The exploration licenses for the Stepnoe and Ekidos properties were granted on October 22, 2020. Pursuant to the Stepnoe and Ekidos JV Agreement, we are obligated to contribute to the joint venture such funds as may be required to apply for the Stepnoe and Ekidos mineral licenses and to fund such other exploration activities on the properties as we, in our sole discretion, may deem appropriate, and Copperbelt is obligated to contribute to the joint venture the identification of the Stepnoe and Ekidos properties. We and Copperbelt have initial participating interests in the joint venture of 80% and 20%, respectively. Pursuant to the Stepnoe and Ekidos JV Agreement, we are entitled to acquire Copperbelt’s participating interest in either or both of the properties for $1.5 million each in cash.
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On May 20, 2021, Ekidos Minerals LLP (“Ekidos LLP”) entered into the Maikain Joint Venture Agreement (the “Maikain JV Agreement”) with Orogen LLP, a company incorporated under the laws of Kazakhstan, in connection with, among other things, mineral license applications for, and further exploration and evaluation of, certain properties in an area of interest, including the Akkuduk and Nogurbek properties located in Kazakhstan. The exploration license for the Akkuduk property was granted on February 2, 2021 and the exploration license for Nogurbek was granted on August 25, 2021.
The Company (through Ekidos LLP) and Orogen LLP have initial participating interests in the Maikain joint venture of 80% and 20%, respectively. Pursuant to Maikain JV Agreement, once the Company spends a minimum of $3.0 million on a property in the area of interest, the Company has the option to acquire Orogen LLP’s participating interest in any such property for $1.5 million in cash.
On February 5, 2021, our subsidiary, Arras was incorporated in British Columbia, Canada., as a wholly-owned subsidiary of the Company. On March 19, 2021, pursuant to an asset purchase agreement with Arras, we transferred all our right, title and interest in and to the Beskauga Option Agreement to Arras.
On September 18, 2020, we completed a one-for-eight reverse stock split of our shares of common stock. All share and per share information in this annual report on Form 10-K, including references to the number of shares of common stock, stock options and warrants, prices of issued shares, exercise prices of stock options and warrants, and loss per share, have been adjusted to reflect the impact of the reverse stock split.
Our principal office is located at 777 Dunsmuir Street, Suite 1610, Vancouver, BC, Canada V7Y 1K4, and our telephone number is 604-687-5800.
Recent Developments
Distribution of Arras Shares
On August 31, 2021, the board of directors approved the distribution of Arras common shares. Approximately 34.3 million common shares of Arras are expected to be distributed on or around September 24, 2021, with one Arras common share to be distributed to our shareholders for each share of common stock held by such shareholder on the record date of September 10, 2021.
Amendments to Articles of Incorporation
On April 19, 2021, our shareholders approved and adopted amended and restated articles of incorporation to increase the number of authorized shares of our common stock from 37.5 million to 150 million.
2021 Silver Bull Private Placement
In June 2021, we raised gross proceeds of $405,351 ($CDN 500,000) in a private placement (the “2021 Silver Bull Private Placement”). In the 2021 Silver Bull Private Placement, we sold 500,000 shares of common stock. For a full description of the 2021 Silver Bull Private Placement, see the “Material Changes in Financial Condition; Liquidity and Capital Resources” section below.
Arras Private Placement
On April 1, 2021, Arras completed a private placement (the “Arras Private Placement”) for 5,035,000 common shares at a price of Canadian Dollar (“$CDN”) 0.50 per share for gross proceeds of $CDN 2,517,500. No placement agent or finder’s fees were paid in connection with the Arras Private Placement. Arras incurred other offering costs associated with the Arras Private Placement of $20,687. For a full description of the Arras Private Placement, see the “Material Changes in Financial Condition; Liquidity and Capital Resources” section below.
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2020 Silver Bull Private Placement
In November 2020, we raised gross proceeds of $149,930 in the second and final tranche of a two-tranche private placement (the “2020 Silver Bull Private Placement”). In the second tranche of the 2020 Silver Bull Private Placement, we sold of 319,000 units consisting of one share of our common stock and one-half of one transferable common stock purchase warrant. For a full description of the two-tranche 2020 Silver Bull Private Placement, see the “Material Changes in Financial Condition; Liquidity and Capital Resources” section below.
South32 Option Agreement
On June 1, 2018, we and our subsidiaries Minera Metalin and Contratistas entered into an earn-in option agreement (the “South32 Option Agreement”) with South32 International Investment Holdings Pty Ltd (“South32”), a wholly owned subsidiary of South32 Limited (ASX/JSE/LSE: S32), whereby South32 is able to obtain an option to purchase 70% of the shares of Minera Metalin and Contratistas (the “South32 Option”). Minera Metalin owns the Sierra Mojada Property located in Coahuila, Mexico (the “Sierra Mojada Project”) and Contratistas supplies labor for the Sierra Mojada Project. Under the South32 Option Agreement, South32 earns into the South32 Option by funding a collaborative exploration program on the Sierra Mojada Project. Upon the terms and subject to the conditions set forth in the South32 Option Agreement, in order for South32 to earn and maintain its four-year option, South32 must have contributed to Minera Metalin for exploration of the Sierra Mojada Project at least $3 million by the end of Year 1, $6 million by the end of Year 2, $8 million by the end of Year 3 and $10 million by the end of Year 4 (the “Initial Funding”). Funding is made on a quarterly basis based on the subsequent quarter’s exploration budget. South32 may exercise the South32 Option by contributing $100 million to Minera Metalin (the “Subscription Payment”), less the amount of Initial Funding previously contributed by South32. The issuance of shares upon notice of exercise of the South32 Option by South32 is subject to antitrust approval by the Mexican government. If the full amount of the Subscription Payment is advanced by South32 and the South32 Option becomes exercisable and is exercised, we and South32 will be obligated to contribute funding to Minera Metalin on a 30/70 pro rata basis. If South32 elects not to continue with the South32 Option during the four-year option period, the Sierra Mojada Project will remain 100% owned by us. The exploration program will be initially managed by us, with South32 being able to approve the exploration program funded by it. We received funding of $3,144,163 from South32 for Year 1 of the South32 Option Agreement. In April 2019, we received a notice from South32 to maintain the South32 Option Agreement for Year 2 by providing cumulative funding of $6 million by the end of such period. As of July 31, 2021, we had received funding of $1,502,831, which included payments of $319,430 and $1,100,731 received during the years ended October 31, 2019 and 2020, respectively, from South32 for Year 2 of the South32 Option Agreement, the time period for which has been extended by an event of force majeure described in more detail below. As of July 31, 2021, we had received cumulative funding of $4,646,994 under the South32 Option Agreement. During the nine months ended July 31, 2021, we received a payment of $82,670 for the extended Year 2 time period. If the South32 Option Agreement is terminated by South32 without cause or if South32 is unable to obtain antitrust authorization from the Mexican government, we are under no obligation to reimburse South32 for amounts contributed under the South32 Option Agreement.
Upon exercise of the South32 Option, Minera Metalin and Contratistas are required to issue common shares to South32. Pursuant to the South32 Option Agreement, following exercise and until a decision has been made by the board of directors of Minera Metalin to develop and construct a mine on the Sierra Mojada Project, each shareholder holding greater than or equal to 10% of the shares may withdraw as an owner in exchange for a 2% net smelter royalty on products produced and sold from the Sierra Mojada Project. Any shareholder whose holdings are reduced to less than 10% must surrender its interest in exchange for a 2% net smelter royalty. Upon exercise of the South32 Option, Minera Metalin and Contratistas are required to issue common shares to South32. Pursuant to the South32 Option Agreement, following exercise and until a decision has been made by the board of directors of Minera Metalin to develop and construct a mine on the Sierra Mojada Project, each shareholder holding greater than or equal to 10% of the shares may withdraw as an owner in exchange for a 2% net smelter royalty on products produced and sold from the Sierra Mojada Project. Any shareholder whose holdings are reduced to less than 10% must surrender its interest in exchange for a 2% net smelter royalty.
We have determined that Minera Metalin and Contratistas are variable interest entities and that the South32 Option Agreement has not resulted in the transfer of control of the Sierra Mojada Project to South32. We have also determined the South32 Option Agreement represents non-employee share-based compensation associated with the collaborative exploration program undertaken by the parties. The compensation cost is expensed when the associated exploration activity occurs. The share-based payments have been classified as equity instruments and valued based on the fair value of the cash consideration received, as it is more reliably measurable than the fair value of the equity interest. If the South32 Option is exercised and shares are issued prior to a decision to develop a mine, such shares would be classified as temporary equity as they would be contingently redeemable in exchange for a net smelter royalty under circumstances that are not wholly in control of the Company or South32 and are not currently probable.
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On October 11, 2019, we and our subsidiary Minera Metalin issued a notice of force majeure to South32 pursuant to the South32 Option Agreement. Due to a blockade by a cooperative of local miners called Sociedad Cooperativa de Exploración Minera Mineros Norteños, S.C.L. (“Mineros Norteños”), we have temporarily halted all work on the Sierra Mojada Property. The notice of force majeure was issued because of the blockade’s impact on the ability of us and our subsidiary Minera Metalin to perform our obligations under the South32 Option Agreement. Pursuant to the South32 Option Agreement, any time period provided for in the South32 Option Agreement will generally be extended by a period equal to the period of delay caused by the event of force majeure. As of September 13, 2021, the blockade by Mineros Norteños at, on and around the Sierra Mojada Property is ongoing.
Beskauga Option Agreement
On August 12, 2020, we entered into the Beskauga Option Agreement with Copperbelt pursuant to which we have the exclusive right and option to acquire Copperbelt’s right, title and 100% interest in the Beskauga Property, which consists of the Beskauga Main Project and the Beskauga South Project. Upon the execution of the Beskauga Option Agreement, we paid Copperbelt Parent $30,000. In addition, we paid Copperbelt Parent $40,000 upon completion of our due diligence, and the transaction contemplated by the Beskauga Option Agreement closed on January 26, 2021 (the “Closing Date”).
The Beskauga Option Agreement provides that subject to its terms and conditions, in order to maintain the effectiveness of the Beskauga Option, we must incur $2,000,000 in cumulative exploration expenditures on the Beskauga Property by January 26, 2022 (the first anniversary of the Closing Date), $5,000,000 in cumulative exploration expenditures on the Beskauga Property by January 26, 2023 (the second anniversary of the Closing Date), $10,000,000 in cumulative exploration expenditures on the Beskauga Property by January 26, 2024 (the third anniversary of the Closing Date), and $15,000,000 in cumulative exploration expenditures on the Beskauga Property by January 26, 2025 (the fourth anniversary of the Closing Date) (collectively, the “Exploration Expenditures”). The Beskauga Option Agreement also provides that subject to its terms and conditions, after we have incurred the Exploration Expenditures, we may exercise the Beskauga Option and acquire (i) the Beskauga Property by paying Copperbelt $15,000,000 in cash, (ii) the Beskauga Main Project only by paying Copperbelt $13,500,000 in cash, or (iii) the Beskauga South Project only by paying Copperbelt $1,500,000 in cash.
In addition, the Beskauga Option Agreement provides that subject to its terms and conditions, we may be obligated to make the following bonus payments (collectively, the “Bonus Payments”) to Copperbelt Parent if the Beskauga Main Project or the Beskauga South Project is the subject of a bankable feasibility study in compliance with Canadian National Instrument 43-101 indicating gold equivalent resources in the amounts set forth below, with (i) (A) 20% of the Bonus Payments payable after completion of the bankable feasibility study or after the mineral resource statement is finally determined and (B) the remaining 80% of the Bonus Payments due within 15 business days of commencement of on-site construction of a mine for the Beskauga Main Project or the Beskauga South Project, as applicable, and (ii) up to 50% of the Bonus Payments payable in shares of our common stock to be valued at the 20-day volume-weighted average trading price of the shares on the Toronto Stock Exchange calculated as of the date immediately preceding the date such shares are issued:
| Gold equivalent resources | Cumulative Bonus Payments | |||
| Beskauga Main Project | ||||
| 3,000,000 ounces | $ | 2,000,000 | ||
| 5,000,000 ounces | $ | 6,000,000 | ||
| 7,000,000 ounces | $ | 12,000,000 | ||
| 10,000,000 ounces | $ | 20,000,000 | ||
| Beskauga South Project | ||||
| 2,000,000 ounces | $ | 2,000,000 | ||
| 3,000,000 ounces | $ | 5,000,000 | ||
| 4,000,000 ounces | $ | 8,000,000 | ||
| 5,000,000 ounces | $ | 12,000,000 | ||
The Beskauga Option Agreement may be
terminated under certain circumstances, including (i) upon the mutual written agreement of us and Copperbelt; (ii) upon the
delivery of written notice by us, provided that at the time of delivery of such notice, unless there has been a material breach of a representation
or warranty given by Copperbelt that has not been cured, the Beskauga Property is in good standing; or (iii) if there is a material
breach by a party of its obligations under the Beskauga Option Agreement and the other party has provided written notice of such material
breach, which is incapable of being cured or remains uncured.
Arras Non-Controlling Interests
The Arras Private Placement was considered a change in the ownership interest of a subsidiary we control and accordingly, we accounted for this as an equity transaction. We have correspondingly recorded a non-controlling interest for the portion of Arras not owned by the us. As a result of the transaction, we maintain a controlling interest of 88% of Arras’ issued and outstanding common shares. Mainly due to this impact, Arras recorded a non-controlling interests for the dilution gain from changes in interests in subsidiary of $1,980,557. There were no changes in the number of Arras common shares held by us.
The Company expects to distribute approximately 34.5 million Arras common shares to our shareholders, which will result in one Arras common share being distributed to our shareholders for each share of Silver Bull held. Upon completion of the distribution, we anticipate retaining approximately 1.5 million Arras common shares as a strategic investment, representing approximately 4% of the outstanding Arras common shares at the time of distribution.
During the period from December 21 to March 19, 2021, we loaned an additional $625,000 to Ekidos LLP. These loans are interest free and are to be repaid by November 30, 2021. Pursuant to an asset purchase agreement with Arras, we transferred to Arras loans made to Ekidos LLP totaling $985,050.
During the period from April 22, 2021 to July 31, 2021, Arras loaned an additional $1,069,500 to Ekidos LLP. These loans are interest free, of which $930,000 is to be repaid by November 30, 2021, and $139,500 is to be repaid by December 31, 2021.
As of July 31, 2021, Arras had incurred approximately $1,355,200 of the Exploration Expenditures required under the Beskauga Option Agreement, via the loans made to Ekidos LLP.
Arras incurred an additional $306,000 of the required Exploration Expenditures in August 2021.
In August 2021, Arras loaned an additional $234,000 to Ekidos LLP relating to the exploration activities in Kazakhstan. This loan is interest free and is to be repaid by December 31, 2021.
Properties Concessions and Outlook
Sierra Mojada Property
In April 2021, our board of directors approved an exploration budget for the Sierra Mojada Property of $0.2 million for the calendar year 2021. Until the blockade situation is resolved, the focus of the exploration budget for the Sierra Mojada Property is maintaining our property concessions.
Beskauga Property
In April 2021, our board of directors approved an exploration budget for the Beskauga Property of $0.5 million for the period from January to March 2021 and $8 million for the period from April to December 2021. As per the terms of the recently finalized Beskauga Option Agreement, depending on our ability to raise additional funding, we expect to undertake a 30,000 meter drilling program at Beskauga during the year.
Drilling
We commenced a 30,000-meter drill program in June 2021 under the Beskauga Option Agreement. We have completed 2,068 meters of drilling as of July 31, 2021.
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Mineralized Material Estimate
On February 16, 2021, we issued a technical report prepared by CSA Global Consultants Canada Ltd on the mineralization at the Beskauga Project in accordance with NI 43-101 (the “Beskauga Report”). The Beskauga Report includes an estimate of the copper, gold and silver mineralization at Beskauga Main. Using a NSR economic cut-off, the Beskauga Report indicates mineralized material in an open-pit constrained block resource model of 207 million tonnes at an average copper percentage of 0.23%, gold grade of 0.35 grams/tonne, and silver grade of 1.09 grams/tonne. The Beskauga Report used a $5.70/tonne NSR cut-off grade and assumed a copper price of $2.80/pound, a gold price of $1,500/ounce and a silver price of $17.25/ounce. These mineralized material estimates do not include any amounts categorized as inferred resources.
“Mineralized material” as used in this Quarterly Report on Form 10-Q, although permissible under the SEC’s Industry Guide 7, does not indicate “reserves” by SEC standards. We cannot be certain that any part of the Beskauga 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.
Results of Operations
Three Months Ended July 31, 2021 and July 31, 2020
For the three months ended July 31, 2021, we had a net loss of $1,160,000, or approximately $0.07 per share, compared to a net loss of $486,000, or approximately $0.02 per share, during the comparable period last year. The $674,000 increase in net loss was primarily due to a $239,000 increase in exploration and property costs and a $420,000 increase in general and administrative expense compared to the comparable period last year as described below.
Exploration and Property Holding Costs
Exploration and property holding costs increased $239,000 to $440,000 for the three months ended July 31, 2021, compared to $201,000 for the comparable period last year. This increase was the result of a $73,000 increase in stock-based compensation expenses, as well as exploration activities in the three months ended July 31, 2021 in connection of the Beskauga Option Agreement.
General and Administrative Expenses
We recorded general and administrative expenses of $711,000 for the three months ended July 31, 2021 as compared to $291,000 for the comparable period last year. The $420,000 increase was mainly the result of a $57,000 increase in personnel costs, a $35,000 increase in office and administrative costs, a $296,000 increase in professional services and a $65,000 increase in directors’ fees, which was partially offset by a $32,000 decrease in the provision for uncollectible VAT as described below.
Stock-based compensation was a factor in the fluctuations in general and administrative expenses. Overall stock-based compensation included in general and administrative expense increased to $125,000 for the three months ended July 31, 2021 from $19,000 for the comparable period last year. This was mainly due to stock options granted to Arras’ employees, directors and advisors in April 2021.
Personnel costs increased $57,000 to $193,000 for the three months ended July 31, 2021 as compared to $136,000 for the comparable period last year. This increase was mainly due to a $40,000 increase in stock-based compensation expenses in the three months ended July 31, 2021 from $11,000 in the comparable period last year as a result of stock options vesting in the three months ended July 31, 2021 having a higher fair value than stock options vesting in the comparable period last year.
Office and administrative costs increased $35,000 to $97,000 for the three months ended July 31, 2021 as compared to $62,000 for the comparable period last year. This increase was mainly due to investor relations activities.
Professional fees increased $296,000 to $321,000 for the three months ended July 31, 2021 compared to $25,000 for the comparable period last year. This increase is mainly due to legal and accounting fees incurred in relation to the incorporation of Arras, the planned distribution of Arras shares to our shareholders, and Arras 20-F registration statement filings.
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Directors’ fees increased $65,000 to $101,000 for the three months ended July 31, 2021 as compared to $37,000 for the comparable period last year. This increase was primarily due to an additional $22,000 in directors’ fees for Arras’ directors and an increase in stock-based compensation expense to $49,000 in the three months ended July 31, 2021 from $7,000 in the comparable period last year as a result of stock options vesting in the three months ended July 31, 2021 having a higher fair value than stock options vesting in the comparable period last year.
We recorded a $1,200 recovery for uncollectible VAT for the three months ended July 31, 2021 as compared to a $31,000 provision for uncollectible VAT in the comparable period last year. 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 from tax authorities, general economic conditions in Mexico and estimated net recovery after commissions.
Other (Expenses) Income
We recorded other expenses of $8,000 for the three months ended July 31, 2021 as compared to other income of $8,000 for the comparable period last year. The significant factor contributing to other expenses was a $8,000 foreign currency transaction loss compared to a $8,000 foreign currency transaction gain for the comparable period last year.
Nine Months Ended July 31, 2021 and July 31, 2020
For the nine months ended July 31, 2021, we had net loss of $2,889,000, or approximately $0.09 per share, compared to a net loss of $1,533,000, or approximately $0.05 per share, during the comparable period last year. The $1,356,000 increase in net loss was primarily due to a $417,000 increase in exploration and property costs and a $974,000 increase in general and administrative expense compared to the comparable period last year as described below.
Exploration and Property Holding Costs
Exploration and property holding costs increased $417,000 to $924,000 for the nine months ended July 31, 2021, compared to $507,000 for the comparable period last year. This increase was mainly due to finder’s fees due and exploration activities in relation to the Beskauga Option Agreement, which was offset by a decrease at the Sierra Mojada Property due to the blockade discussed in the “Recent Developments – South32 Option Agreement” section above.
General and Administrative Expenses
We recorded general and administrative expenses of $1,977,000 for the nine months ended July 31, 2021 as compared to $1,003,000 for the comparable period last year. The $974,000 increase was mainly the result of a $193,000 increase in personnel costs, a $108,000 increase in office and administrative costs, a $527,000 increase in professional services and a $182,000 increase in directors’ fees, which was partially offset by a $37,000 decrease in the provision for uncollectible VAT as described below.
Stock-based compensation was a factor in the fluctuations in general and administrative expenses. Overall stock-based compensation included in general and administrative expense increased to $431,000 for the nine months ended July 31, 2021 from $56,000 for the comparable period last year. This was mainly due to stock options granted to Arras’ employees, directors and advisors in the nine months ended July 31, 2021.
Personnel costs increased $193,000 to $622,000 for the nine months ended July 31, 2021 as compared to $429,000 for the comparable period last year. This increase was mainly due to a $147,000 increase in stock-based compensation expense as a result of stock options vesting in the nine months ended July 31, 2021 having a higher fair value than stock options vesting in the comparable period last year.
Office and administrative costs increased $108,000 to $327,000 for the nine months ended July 31, 2021 as compared to $219,000 for the comparable period last year. This increase was mainly due to an increase in investor relations activities relating to the special meeting of shareholders in December 2020.
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Professional fees increased $527,000 to $724,000 for the nine months ended July 31, 2021 compared to $197,000 for the comparable period last year. This increase is mainly due to an increase in legal and accounting fees incurred in relation to the special meeting of shareholders in December 2020, the incorporation of Arras, the planned distribution of Arras shares to our shareholders, and Arras 20-F registration statement filings.
Directors’ fees increased $182,000 to $294,000 for the nine months ended July 31, 2021 as compared to $112,000 for the comparable period last year. This increase was primarily due to an additional $27,000 in directors’ fees for Arras directors and a $155,000 increase in stock-based compensation expenses as a result of stock options vesting in the nine months ended July 31, 2021 having a higher fair value than stock options vesting in the comparable period last year.
We recorded a $10,000 provision for uncollectible VAT for the nine months ended July 31, 2021 as compared to a $47,000 provision for uncollectible VAT in the comparable period last year. 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 from tax authorities, general economic conditions in Mexico and estimated net recovery after commissions.
Other Income (Expenses)
We recorded other income of $17,000 for the nine months ended July 31, 2021 as compared to other expenses of $15,000 for the comparable period last year. The significant factors contributing to other income was a $17,000 foreign currency transaction gain compared to a $23,000 foreign currency transaction loss for the comparable period last year.
Material Changes in Financial Condition; Liquidity and Capital Resources
2021 Silver Bull Private Placement
On June 28, 2021, we sold 500,000 shares of common stock for gross proceeds of $405,351 ($CDN 500,000) in the 2021 Silver Bull Private Placement. No placement agent or finder’s fees were paid in connection with the 2021 Silver Bull Private Placement. We incurred other offering costs associated with the 2021 Silver Bull Private Placement of $14,628.
Arras Private Placement
On April 1, 2021, Arras completed the Arras Private Placement for 5,035,000 common shares at a price of $CDN 0.50 per share for gross proceeds of $CDN 2,517,500. No placement agent or finder’s fees were paid in connection with the Arras Private Placement. We incurred other offering costs associated with the Arras Private Placement of $20,687.
2020 Silver Bull Private Placement
On October 27, 2020, in the initial tranche of the 2020 Silver Bull Private Placement, we sold 3,623,580 units (each, a “Unit”) at a purchase price of $0.47 per Unit for gross proceeds of $1,703,000. On November 9, 2020, in the second and final tranche of the 2020 Silver Bull Private Placement, we sold 319,000 Units at a purchase price of $0.47 per Unit for gross proceeds of $150,000. Each Unit consists of one share of our common stock and one-half of one transferable common stock purchase warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to acquire one share of our common stock at a price of $0.59 until the fifth annual anniversary of the closing of the respective tranche of the 2020 Silver Bull Private Placement.
We paid a finder’s fee totaling $26,000 to an agent with respect to certain purchasers who were introduced to us by the agent. We incurred other offering costs associated with the 2020 Silver Bull Private Placement of $105,236.
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Cash Flows
During the nine months ended July 31, 2021, we primarily utilized cash and cash equivalents to fund (i) loans to Ekidos LLP made in respect of exploration activities at the Beskauga Property and the acquisition of mineral concessions located in Kazakhstan, (ii) general and administrative expenses and (iii) exploration activities at the Sierra Mojada Property. During the nine months ended July 31, 2021, we received $83,000 from South32, net proceeds of $143,000 from the second and final tranche of the 2020 Silver Bull Private Placement, net proceeds of $400,000 from the 2021 Silver Bull Private Placement, net proceeds of $2,001,000 from the Arras Private Placement and a Canada Emergency Business Account (“CEBA”) loan for $16,000. As a result of the exploration activities and general and administrative expenses, which were partially offset by net cash proceeds received from the second and final tranche of the 2020 Silver Bull Private Placement, 2021 Silver Bull Private Placement, Arras Private Placement, funding from South32, and the CEBA loan, cash and cash equivalents decreased from $1,862,000 at October 31, 2020 to $605,000 at July 31, 2021.
Cash flows used in operating activities for the nine months ended July 31, 2021 were $2,131,000, as compared to $1,514,000 for the comparable period in 2020. This increase was mainly due to increased exploration and property holding costs as a result of completion of due diligence and exploration activities at the Beskauga Property and increased general and administrative expenses, which was offset by the timing of certain payments.
Cash flows used in investing activities for the nine months ended July 31, 2021 were $1,777,000 for loans made to Ekidos LLP and purchases of equipment. Cash flows used in investing activities for the nine months ended July 31, 2020 was $nil.
Cash flows provided by financing activities for the nine months ended July 31, 2021 were $2,642,000 as compared to $1,125,000 for the comparable period last year. The cash flows provided by financing activities for the nine months ended July 31, 2021 were comprised of net proceeds from the second and final tranche of the 2020 Silver Bull Private Placement, 2021 Silver Bull Private Placement, Arras Private Placement, funding from South32 and the CEBA loan. The cash flows provided by financing activities for the nine months ended July 31, 2020 were comprised of funding from South32 and the CEBA loan.
Capital Resources
As of July 31, 2021, we had cash and cash equivalents of $605,000, as compared to cash and cash equivalents of $1,862,000 as of October 31, 2020. The decrease in our liquidity was primarily the result of loans made to Ekidos LLP in respect of exploration activities at the Beskauga Property and the acquisition of mineral concessions located in Kazakhstan, general and administrative expenses, and exploration activities at the Sierra Mojada Property, which were partially offset by the net proceeds of the second tranche of the 2020 Silver Bull Private Placement, 2021 Silver Bull Private Placement, Arras Private Placement, funding from South32 and the CEBA loan.
Since our inception in November 1993, we have not generated revenue and have incurred an accumulative deficit of $134,800,000. Accordingly, we have not generated cash flows from operations, and since inception we have relied primarily upon proceeds from private placements includes from our subsidiary and registered direct offerings of our equity securities, warrant exercises and funding from South32 as the primary sources of financing to fund our operations. As of July 31, 2021, we had cash and cash equivalents of $605,000. Based on our limited cash and cash equivalents, and history of losses, there is substantial doubt as to whether our existing cash resources are sufficient to enable us to continue our operations for the next 12 months as a going concern. Management plans to pursue possible financing and strategic options, including but not limited to obtaining additional equity financing. Management has successfully pursued these options previously and believes that they alleviate the substantial doubt that we can continue our operations for the next 12 months as a going concern. However, there is no assurance that we will be successful in pursuing these plans.
Any future additional financing in the near term will likely be in the form of payments from South32 or proceeds from an issuance of equity securities, which will result in dilution to our existing shareholders. Moreover, we may incur significant fees and expenses in the pursuit of a financing or other strategic transaction, which will increase the rate at which our cash and cash equivalents are depleted.
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Capital Requirements and Liquidity; Need for Additional Funding
Our management and board of directors monitor our overall costs, expenses, and financial resources and, if necessary, will adjust our planned operational expenditures in an attempt to ensure that we have sufficient operating capital. We continue to evaluate our costs and planned expenditures, including for our Sierra Mojada Property and Beskauga Property as discussed below.
The continued exploration of the Sierra Mojada Property and the Beskauga Property will require significant amounts of additional capital. In April 2021, our board of directors approved a calendar year 2021 exploration budget of $0.2 million for the Sierra Mojada Property, an $8.6 million exploration budget the Beskauga Property, and a $1.4 million budget for general and administrative expenses for calendar year 2021. As of August 31, 2021, we had approximately $0.2 million in cash and cash equivalents and a loan receivable of $2.3 million as described in the “Recent Developments – Beskauga Option Agreement” section above. The continued exploration of the Sierra Mojada Property and Beskauga Property ultimately will require us to raise additional capital, identify other sources of funding or identify another strategic partner. For information about our current strategic partnership with South32, see Note 4 – South32 Option Agreement in our financial statements. If South32 exercises its option to purchase 70% of the equity of Minera Metalin and Contratistas, under the terms of the South32 Option Agreement, we will retain a 30% ownership in Minera Metalin and Contratistas and be obligated to contribute 30% of subsequent funding toward the development of the Sierra Mojada Project. If we fail to satisfy our funding commitment, our interest in Minera Metalin and Contratistas will be diluted. We do not currently have sufficient funds with which to satisfy this future funding commitment, and there is no certainty that we will be able to obtain sufficient future funds on acceptable terms or at all. If South32 terminates the South32 Option Agreement, our funding obligations for the Sierra Mojada Property would increase, likely resulting in a reduction in exploration work on the Sierra Mojada Property. We will continue to evaluate our ability to obtain additional financial resources, and we will attempt to reduce or limit expenditures on the Sierra Mojada Property and Beskauga Property as well as general and administrative costs if we determine that additional financial resources are unavailable or available on terms that we determine are unacceptable. However, it may not be possible to reduce costs, and even if we are successful in reducing costs, we still may not be able to continue operations for the next 12 months as a going concern. If we are unable to fund future operations by obtaining additional financial resources, including through public or private offerings of equity, we do not expect to have sufficient available cash and cash equivalents to continue our operations for the next 12 months as a going concern. Debt or equity financing may not be available to us on acceptable terms, if at all. Equity financing, if available, may result in substantial dilution to existing shareholders. If we are unable to fund future operations by way of financings, including public or private offerings of equity or debt securities, our business, financial condition and results of operations will be adversely impacted. Our limited ability to issue shares to raise capital without an increase in the number of authorized shares of common stock is discussed further in the “Risk Factors – Risks Related to our Business” section of the Company’s Annual Report on Form 10-K for the year ended October 31, 2020.
Critical Accounting Policies
The critical accounting policies are defined in our Annual Report on Form 10-K for the year ended October 31, 2020 filed with the SEC on January 28, 2021.
Recent Accounting Pronouncements Adopted in the Nine-Month Period Ended July 31, 2021
On November 1, 2020, we adopted the Financial Accounting Standards Board’s (the “FASB’s”) Accounting Standards Updated (“ASU”) 2019-12, “Income Taxes - Simplifying the Accounting for Income Taxes (Topic 740),” which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and clarifies and amends existing guidance to improve consistent application. ASU 2019-12 will be effective for interim and annual periods beginning after December 15, 2020. Early adoption is permitted. The adoption of this update did not have a material impact on our financial position, results of operations or cash flows and disclosures.
Recent Accounting Pronouncements Not Yet Adopted
In January 2020, the FASB issued ASU No. 2020-01, “Investments – Equity Securities (Topic 321), Investments – Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) – Clarifying the Interactions between Topic 321, Topic 323, and Topic 815.” This ASU is effective for fiscal years beginning after December 15, 2020. The adoption of this update is not expected to have a material impact on our financial position, results of operations or cash flows and disclosures.
Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force) and the SEC did not or are not expected to have a material impact on our present or future consolidated financial statements.
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| ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. |
Not applicable.
| ITEM 4. | CONTROLS AND PROCEDURES. |
| (a) | Evaluation of Disclosure Controls and Procedures. |
Under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, we have carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of July 31, 2021. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) were effective as of July 31, 2021.
Our disclosure controls and procedures are designed to ensure that information required to be disclosed by us 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 by us in our reports filed or submitted 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) | Changes in Internal Control over Financial Reporting |
During the quarter ended July 31, 2021, there have not been any changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II – OTHER INFORMATION
| ITEM 1. | LEGAL PROCEEDINGS. |
See Note 19 – Commitments and Contingencies to our financial statements (Part I, Item 1 of this Quarterly Report on Form 10-Q) for information regarding legal proceedings in which we are involved.
| ITEM 1A. | RISK FACTORS. |
There have been no material changes from the risk factors included in our Annual Report on Form 10-K for the year ended October 31, 2020.
| ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. |
Recent Sales of Unregistered Securities
On June 25, 2021, the Company completed a private placement of 500,000 shares of common stock at a purchase price of $CDN 0.50 per share for aggregate gross proceeds of $405,351 ($CDN 500,000). No placement agent or finder’s fees were paid in connection with the private placement. The Company relied on the exemption from registration under Section 4(a)(2) of the Securities Act or Rule 506 of Regulation D, or Regulation S, for purposes of the private placement.
Purchases of Equity Securities by the Company and Affiliated Purchasers
No purchases of equity securities were made by or on behalf of Silver Bull or any “affiliated purchaser” within the meaning of Rule 10b-18 under the Exchange Act during the period covered by this report.
| ITEM 3. | DEFAULTS UPON SENIOR SECURITIES. |
None.
| ITEM 4. | MINE SAFETY DISCLOSURES. |
Not applicable.
| ITEM 5. | OTHER INFORMATION. |
None.
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| ITEM 6. | EXHIBITS. |
| X | Filed herewith | |||||||
| XX | Furnished herewith | |||||||
| + | Indicates a management contract or compensatory plan, contract or arrangement. | |||||||
| ‡ | Portions of this exhibit have been omitted in accordance with Item 601(b)(2) or 601(b)(10) of Regulation S-K. The omitted information is not material and would likely cause competitive harm to the registrant if publicly disclosed. The registrant hereby agrees to furnish supplementally an unredacted copy of this exhibit to the Securities and Exchange Commission upon request. |
| * | The following financial information from Silver Bull Resources, Inc.’s Quarterly Report on Form 10-Q for the nine months ended July 31, 2021, is formatted in XBRL (Extensible Business Reporting Language): Interim Condensed Consolidated Balance Sheets, Interim Condensed Consolidated Statements of Operations and Comprehensive Loss, Interim Condensed Consolidated Statements of Stockholders’ Equity, Interim Condensed Consolidated Statements of Cash Flows. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| SILVER BULL RESOURCES, INC. | ||
| Dated: September 13, 2021 | By: | /s/ Timothy Barry |
| Timothy Barry | ||
| President and Chief Executive Officer | ||
|
(Principal Executive Officer)
| ||
| Dated: September 13, 2021 | By: | /s/ Christopher Richards |
| Christopher Richards | ||
| Chief Financial Officer | ||
| (Principal Financial Officer and Principal Accounting Officer) | ||
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