20-F 1 coral_20f.htm FORM 20-F coral_20f.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 20-F

 

☐     REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

 

or

 

☒     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended January 31, 2020

 

or

 

☐     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

or

 

☐     SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of event requiring this shell company report______________

 

For the transition period from ______________ to ______________

 

Commission File Number 0-15688

 

CORAL GOLD RESOURCES LTD.

(Exact name of Registrant as specified in its charter)

 

Not Applicable

(Translation of Registrant’s name into English)

 

British Columbia, Canada

(Jurisdiction of incorporation or organization)

 

570 Granville Street, Suite 900, Vancouver, British Columbia V6C 3P1, Canada

(Address of principal executive offices)

 

David Wolfin, Tel: 604 682-3701, Email: dwolfin@coralgold.com
570 Granville Street, Suite 900, Vancouver, British Columbia V6C 3P1, Canada

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

 

Securities registered or to be registered pursuant to Section 12(b) of the Act:

 

Not Applicable

 

Not Applicable

(Title of Each Class)

 

(Name of each exchange on which registered)

 

Securities registered or to be registered pursuant to Section 12(g) of the Act:

 

Common Shares, without Par Value

(Title of Class)

 

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

 

Not Applicable

(Title of Class)

  

 

 

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

 

There were 46,346,837 common shares, without par value, issued and outstanding as of January 31, 2020.

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes     ☒ No

 

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. ☐ Yes     ☒ No

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes     ☐ No

 

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 and post such files). ☒ Yes     ☐ No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer”, "accelerated filer,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 

Large Accelerated File

Non-Accelerated Filer

Accelerated Filer

Emerging Growth Company

 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 which basis of accounting the registrant has used to prepare the financial statements included in this filing:

 

U.S. GAAP ☐

International Financial Reporting Standards as issued

by the International Accounting Standards Board ☒

Other ☐

 

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐     Item 18 ☐

 

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐     No ☒

 

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

 

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐     No ☐

 

 

 

 

TABLE OF CONTENTS

 

Item

 

Page

 

 

 

 

 

INTRODUCTION

 

3

 

CURRENCY

 

3

 

FORWARD-LOOKING STATEMENTS

 

3

 

CAUTIONARY NOTE TO UNITED STATES INVESTORS CONCERNING ESTIMATE OF MEASURED AND INDICATED MINERAL RESOURCES

 

4

 

EXPLANATORY NOTE REGARDING PRESENTATION OF FINANCIAL INFORMATION

 

4

 

GLOSSARY OF TECHNICAL TERMS

 

4

 

PART I

 

5

 

Item 1.

Identity of Directors, Senior Management and Advisors

 

5

 

Item 2.

Offer Statistics and Expected Timetable

 

5

 

Item 3.

Key Information

 

5

 

Item 4.

Information on the Company

 

9

 

Item 5.

Operating and Financial Review and Prospects

 

14

 

Item 6.

Directors, Senior Management and Employees

 

17

 

Item 7.

Major Shareholders and Related Party Transactions

 

27

 

Item 8.

Financial Information

 

28

 

Item 9.

The Offering and Listing

 

28

 

Item 10.

Additional Information

 

29

 

Item 11.

Quantitative and Qualitative Disclosures About Market Risk

 

38

 

Item 12.

Description of Securities Other than Equity Securities

 

38

 

PART II

 

39

 

Item 13.

Defaults, Dividend Arrearages and Delinquencies

 

39

 

Item 14.

Material Modifications to the Rights of Security Holders and Use of Proceeds

 

39

 

Item 15.

Controls and Procedures

 

39

 

Item 16.

[Reserved]

 

40

 

Item 16A.

Audit Committee Financial Expert

 

40

 

Item 16B.

Code of Ethics

 

40

 

Item 16C.

Principal Accountant Fees and Services

 

40

 

Item 16D.

 Exemptions from the Listing Standards for Audit Committees

 

41

 

Item 16E.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

 

41

 

Item 16F.

Changes in Registrant’s Certifying Accountant

 

41

 

Item 16G.

Corporate Governance

 

41

 

Item 16H.

Mine Safety Disclosure

 

41

 

PART III

 

42

 

Item 17.

Financial Statements

 

42

 

Item 18.

Financial Statements

 

42

 

Item 19.

Exhibits

 

43

 

 

 
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Table of Contents

 

INTRODUCTION

 

Nomenclature

 

In this Annual Report on Form 20-F, which we refer to as the “Annual Report”, except as otherwise indicated or as the context otherwise requires, the terms “Company”, “we”, “our” or “us” refers to Coral Gold Resources Ltd. and its subsidiaries.

 

You should rely only on the information contained in this Annual Report. We have not authorized anyone to provide you with information that is different. The information in this Annual Report may only be accurate on the date of this Annual Report or on or as at any other date provided with respect to specific information.

 

CURRENCY

 

Unless otherwise indicated in this Annual Report, all references to “Canadian Dollars”, “CDN$”, “dollars” or “$” are to the lawful currency of Canada and all references to “U.S. Dollars”, or “US$” are to the lawful currency of the United States.

 

FORWARD-LOOKING STATEMENTS

 

Certain statements in this Annual Report, including those appearing under Item 5, constitute “forward-looking statements”, including, without limitation, those concerning the economic outlook for the mining industry, and outlook of the Company’s operations, individually or in the aggregate, including the exploration and, if warranted, commencement of commercial operations of certain of the Company’s projects, and the Company’s liquidity and capital resources and capital expenditures. Additionally, forward-looking statements are generally identifiable by the terminology used such as “plans”, “expects”, “estimates”, “budgets”, “intends”, “anticipates”, “believes”, “projects”, “indicates”, “targets”, “objective”, “could”, “may”, or other similar words.

 

The forward-looking statements are subject to known and unknown risks and uncertainties and other factors that may cause actual results, levels of activity and achievements to differ materially from those expressed or implied by such statements. Such factors include, factors discussed in Item 3 Key Information – “Risk Factors”, and in other documents that we file with the SEC. The impact of any one factor on a particular forward-looking statement is not determinable with certainty as such factors are interdependent upon other factors; our course of action would depend upon our assessment of the future considering all information then available. There can be no assurances that the expectations conveyed by such forward-looking statements will, in fact, be realized.

 

Although we believe that the expectations conveyed by the forward-looking statements are reasonable based on information available to us on the date such forward-looking statements were made, no assurances can be given as to future results, levels of activity, achievements or financial condition.

 

Readers should not place undue reliance on any forward-looking statement and should recognize that the statements are predictions of future results, which may not occur as anticipated. Actual results could differ materially from those anticipated in the forward-looking statements and from historical results, due to the risks and uncertainties described herein, as well as others not now anticipated. The foregoing statements are not exclusive and further information concerning the Company, including factors that could materially affect its financial results, may emerge from time to time. The Company does not intend to update forward-looking statements to reflect actual results or changes in factors or assumptions affecting such forward-looking statements.

 

 
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CAUTIONARY NOTE TO UNITED STATES INVESTORS CONCERNING ESTIMATE OF MEASURED AND INDICATED MINERAL RESOURCES

 

In Canada, an issuer is required to provide technical information with respect to mineralization, including reserves and resources, if any, on its mineral exploration properties in accordance with Canadian requirements, which differ significantly from the requirements of the Securities and Exchange Commission (the “SEC”) applicable to registration statements and reports filed by United States companies pursuant to the United States Securities Act of 1933, as amended (the “Securities Act”), or the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”). As such, information contained in this Annual Report, if any, concerning descriptions of mineralization under Canadian standards may not be comparable to similar information made public by United States companies subject to the reporting and disclosure requirements of the SEC.

 

EXPLANATORY NOTE REGARDING PRESENTATION OF FINANCIAL INFORMATION

 

The annual audited consolidated financial statements contained in this annual report on Form 20-F are reported in Canadian dollars. For the years ended January 31, 2020 through January 31, 2016, inclusive we have prepared our consolidated financial statements in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

  

GLOSSARY OF TECHNICAL TERMS

 

Au

 

The elemental symbol for gold.

 

 

 

Fault

 

A fracture in a rock where there has been displacement of the two sides.

 

 

 

Grade

 

The concentration of each ore metal in a rock sample, usually given as weight percent. Where extremely low concentrations are involved, the concentration may be given in grams per tonne (g/t or gpt) or ounces per ton (oz/t). The grade of an ore deposit is calculated, often using sophisticated statistical procedures, as an average of the grades of a very large number of samples collected from throughout the deposit.

 

 

 

Mineralization

 

Usually implies minerals of value occurring in rocks.

 

 

 

Net Smelter or NSR Royalty

 

Payment of a percentage of net mining profits after deducting applicable smelter charges.

 

 

 

Ore

 

A natural aggregate of one or more minerals which may be mined and sold at a profit, or from which some part may be profitably separated.

 

 

 

Ton

 

Imperial measurement of weight equivalent to 2,000 pounds.

 

 

 

Tonne

 

Metric measurement of weight equivalent to 1,000 kilograms (or 2,204.6 pounds).

 

 
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Table of Contents

 

PART I

 

Item 1. Identity of Directors, Senior Management and Advisers

 

Not applicable.

 

Item 2. Offer Statistics and Expected Timetable

 

Not applicable.

 

Item 3. Key Information

 

A. Selected Financial Data

 

For the years ended January 31, 2020, 2019, 2018, 2017 and 2016, we have prepared our consolidated financial statements in accordance with IFRS, as issued by the IASB.

 

The selected historical consolidated financial information set forth below has been derived from our annual audited consolidated financial statements for each of the years in the five-year period ended January 31, 2020.

 

The selected historical consolidated financial information presented below is condensed and may not contain all of the information that you should consider. This selected financial data should be read in conjunction with our annual audited consolidated financial statements, the notes thereto and the section entitled ‘‘Item 5-Operating and Financial Review and Prospects.’’

 

 

 

Years Ended January 31,

 

Operations

 

2020

 

 

2019

 

 

2018

 

 

2017

 

 

2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$ -

 

 

$ -

 

 

$ -

 

 

$ -

 

 

$ -

 

Expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating and Administrative

 

 

1,106,612

 

 

 

878,566

 

 

 

1,375,982

 

 

 

580,066

 

 

 

642,193

 

Net Income (Loss)

 

 

(531,945 )

 

 

704,296

 

 

 

2,015,340

 

 

 

(981,139 )

 

 

50,521

 

Earnings (Loss) Per Share - Basic

 

 

(0.01 )

 

 

0.01

 

 

 

0.04

 

 

 

(0.02 )

 

 

0.00

 

Earnings (Loss) Per Share - Diluted

 

 

(0.01 )

 

 

0.01

 

 

 

0.04

 

 

 

(0.02 )

 

 

0.00

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average Number of Shares Outstanding - Basic

 

 

47,466,277

 

 

 

48,672,608

 

 

 

47,570,158

 

 

 

48,396,734

 

 

 

44,200,953

 

Weighted Average Number of Shares Outstanding - Diluted

 

 

47,466,277

 

 

 

49,826,429

 

 

 

50,519,282

 

 

 

48,396,734

 

 

 

44,200,953

 

 

 

 

As at January 31,

 

Balance Sheet

 

2020

 

 

2019

 

 

2018

 

 

2017

 

 

2016

 

Working Capital (deficit)

 

 

11,015,424

 

 

 

15,094,434

 

 

$ 15,296,877

 

 

$ (117,528 )

 

$ 470,078

 

Total Assets

 

 

18,247,174

 

 

 

22,222,757

 

 

 

21,937,782

 

 

 

19,641,035

 

 

 

20,088,148

 

Liabilities

 

 

115,548

 

 

 

2,966,800

 

 

 

2,881,168

 

 

 

1,793,502

 

 

 

1,413,790

 

Equity

 

 

18,131,626

 

 

 

19,255,957

 

 

 

19,056,614

 

 

 

17,837,213

 

 

 

18,674,358

 

 

B. Capitalization and Indebtedness

 

Not Applicable.

 

C. Reasons for the Offer and Use of Proceeds

 

Not Applicable.

 

 
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D. Risk Factors

 

In addition to the other information presented in this Annual Report, the following should be considered carefully in evaluating the Company and its business. This Annual Report contains forward‑looking statements that involve risks and uncertainties. The Company’s actual results may differ materially from the results discussed in the forward‑looking statements. Factors that might cause such a difference include, but are not limited to, those discussed below and elsewhere in this Annual Report.

 

Although the Company recognized net income for the years ended January 31, 2018 and 2019, the Company does not anticipate any revenues in the near future and will incur losses. During the year ended January 31, 2020, the Company recognized a net loss after income taxes and did not recognize any revenues. The Company operations are in the exploration stage and it has no mining operations. Until properties can develop, or the Company can acquire properties that can be development and revenues can be derived therefrom, the Company will incur losses.

 

As of January 31, 2020, our internal controls over financial reporting were ineffective, and if we continue to fail to improve such controls and procedures, investors could lose confidence in our financial and other reports, the price of our shares of common stock may decline, and we may be subject to increased risks and liabilities. As a public company, we are subject to the reporting requirements of the United States Securities Exchange Act of 1934, as amended, and the Sarbanes-Oxley Act of 2002. The Exchange Act requires, among other things, that we file annual reports with respect to our business and financial condition. Section 404 of the Sarbanes-Oxley Act requires, among other things, that we include certifications of our management regarding the effectiveness of our disclosure controls and procedures. For the year ended January 31, 2020, our management has concluded that our disclosure controls and procedures were not effective to provide reasonable assurance that material information relating to the Company and its consolidated subsidiaries is made known to management and disclosed in accordance with applicable securities regulations. Further, management concluded the Company’s internal control over financial reporting was not effective as at January 31, 2020, due to the following material weaknesses: (i) due to the limited number of staff resources, the Company believes there are instances where a lack of segregation of duties exist to provide effective controls; and (ii) due to the limited number of staff resources, the Company may not have the necessary in-house knowledge to address complex accounting and tax issues that may arise. If we cannot effectively and efficiently improve our controls and procedures, we could suffer material misstatements in our financial statements and other information we report and fail to meet our reporting obligations, which would likely cause investors to lose confidence in our reported financial and other information. This could lead to a decline in the trading price for our common shares.

 

The commercial quantities of ore cannot be accurately predicted. Whether an ore body will be commercially viable depends on a number of factors including the particular attributes of the deposit, such as size, grade and proximity to infrastructure, as well as mineral prices and government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in a mineral deposit being unprofitable.

 

The Company’s properties are all at the exploration stage and have no reserves. All of the Company’s properties are in the exploration stage only and are without a known body of ore. If the Company does not discover a body of ore in its properties, the Company will search for other properties where it can continue similar work.

 

The mining industry is highly speculative and involves substantial risks. The mining industry, from exploration, development and production is a speculative business, characterized by a number of significant risks including, among other things, unprofitable efforts resulting not only from the failure to discover mineral deposits but from finding mineral deposits which, though present, are insufficient in quantity and quality to return a profit from production. The marketability of minerals acquired or discovered by the Company may be affected by numerous factors which are beyond the control of the Company and which cannot be accurately predicted, such as market fluctuations, the proximity and capacity of milling facilities, mineral markets and processing equipment, and government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals, and environmental protection. The combination of such factors may result in the Company not receiving any or an adequate return on investment capital.

 

 
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The Company’s mineral exploration efforts may be unsuccessful. The Company is at the exploration stage on all of its properties and substantial additional work will be required in order to determine if any economic deposits occur on the Company’s properties. Even in the event commercial quantities of minerals are discovered, the exploration properties might not be brought into a state of commercial production. Finding mineral deposits is dependent on a number of factors, including the technical skill of exploration personnel involved. The commercial viability of a mineral deposit once discovered is also dependent on a number of factors, some of which are particular attributes of the deposit, such as size, grade and proximity to infrastructure, as well as metal prices.

 

Competition for mineral land. There is a limited supply of desirable mineral lands available for acquisition, claim staking or leasing in the areas where the Company contemplates expanding its operations and conducting exploration activities. Many participants are engaged in the mining business, including large, established mining companies. Accordingly, there can be no assurance that the Company will be able to compete successfully for new mining properties.

 

Uncertainty of exploration and development programs. The Company’s results of operations are significantly affected by the costs and results of its exploration programs. Exploration for minerals is highly speculative in nature, involves many risks and is frequently unsuccessful. Among the many uncertainties inherent in any gold and silver exploration and development program are the location of economic ore bodies, the development of appropriate metallurgical processes, the receipt of necessary governmental permits and the construction of mining and processing facilities. Assuming the discovery of an economic deposit, depending on the type of mining operation involved, several years may elapse from the initial phases of drilling until commercial operations are commenced and, during such time, the economic feasibility of production may change. Accordingly, the Company’s exploration and development programs may not result in any new economically viable mining operations or yield new mineral reserves to expand current mineral reserves.

 

Licenses and permits. The operations of the Company require licenses and permits from various governmental authorities. The Company believes that it holds all necessary licenses and permits required under applicable laws and regulations and believes that it is presently complying in all material respects with the terms of such licenses and permits. However, such licenses and permits are subject to change in various circumstances. There can be no guarantee that the Company will be able to obtain or maintain all necessary licenses and permits as are required to explore and develop its properties, commence construction or operation of mining facilities and properties under exploration or development or to maintain continued operations that economically justify the cost.

 

Conflict of interest. Certain directors and officers of the Company are officers and/or directors of, or are associated with, other natural resource companies that acquire interests in mineral properties. Such associations may give rise to conflicts of interest from time to time. The directors are required by law, however, to act honestly and in good faith with a view to the best interests of the Company and its shareholders and to disclose any personal interest which they may have in any material transaction which is proposed to be entered into with the Company and to abstain from voting as a director for the approval of any such transaction.

 

Limited and volatile trading volume. Although the Company’s common shares are listed on the TSX Venture Exchange (the “TSX-V”), the Frankfurt Stock Exchange (the “FSE”), and the Berlin-Bremen Stock Exchange and quoted in the United States on the OTCQX, the volume of trading has been limited and volatile in the past and is likely to continue to be so in the future, reducing the liquidity of an investment in the Company’s common shares and making it difficult for investors to readily sell their shares in the open market. Without a liquid market for the Company’s common shares, investors may be unable to sell their shares at favorable times and prices and may be required to hold their shares in declining markets or to sell them at unfavorable prices.

 

Volatility of share price. In recent years, securities markets in Canada have experienced a high level of price volatility. The market price of many resource companies, particularly those, like the Company, that are considered speculative exploration companies, have experienced wide fluctuations in price, resulting in substantial losses to investors who have sold their shares at a low price point. These fluctuations are based only in part on the level of progress of exploration, and can reflect general economic and market trends, world events or investor sentiment, and may sometimes bear no apparent relation to any objective factors or criteria. During the 2020 fiscal year, the Company’s common share price fluctuated on the TSX-V between a low of $0.35 and a high of $0.53.

 

 
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Difficulty for United States investors to effect service of process against the Company. The Company is incorporated under the laws of the Province of British Columbia, Canada. Consequently, it will be difficult for United States investors to effect service of process in the United States upon the directors or officers of the Company, or to realize in Canada judgments of United States courts predicated upon civil liabilities under the Exchange Act. The majority of the Company’s directors and officers are residents of Canada. A judgment of a United States court predicated solely upon such civil liabilities would likely be enforceable in Canada by a Canadian court if the United States court in which the judgment was obtained had jurisdiction, as determined by the Canadian court, in the matter. There is substantial doubt whether an original action could be brought successfully in Canada against any of such persons or the Company predicated solely upon such civil liabilities.

 

There are no assurances that we will discover minerals on a commercially viable basis. The Company’s ability to generate revenues and profits is expected to occur through exploration, development and production of its existing properties as well as through acquisitions of interests in new properties. Substantial expenditures will be incurred in an attempt to establish the economic feasibility of mining operations by identifying mineral deposits and establishing ore reserves through drilling and other techniques, developing metallurgical processes to extract metals from ore, designing facilities and planning mining operations. The economic feasibility of a project depends on numerous factors, including the cost of mining and production facilities required to extract the desired minerals, the total mineral deposits that can be mined using a given facility, the proximity of the mineral deposits to a user of the minerals, and the market price of the minerals at the time of sale. There is no assurance that existing or future exploration programs or acquisitions will result in the identification of deposits that can be mined profitably.

 

The Company’s exploration activities are subject to various federal, state and local laws and regulations. Laws and regulations govern various aspects of the Company’s business including the following: taxes; labor standards; occupational health; waste disposal; protection of the environment; mine safety; toxic substances; and the exploration, development, mining, production, importing and exporting of minerals. In many cases, licenses and permits are required to conduct mining operations. Amendments to current laws and regulations governing operations and activities of mining companies or more stringent implementation thereof could have a substantial adverse impact on the Company. Applicable laws and regulations will require the Company to make certain capital and operating expenditures to initiate new operations. Under certain circumstances, the Company may be required to stop its exploration activities once it is started until a particular problem is remedied or to undertake other remedial actions.

 

Market price is highly speculative. The market prices of metals are highly speculative and volatile. Instability in metal prices may affect the interest in mining properties and the exploration, development and production of such properties. If gold prices substantially decline, this may adversely affect the Company’s ability to raise capital to explore for existing and new mineral properties.

 

The Company operates in a highly competitive industry. The Company competes with other developmental resource companies which have similar operations, and many competitors have operations and financial resources and industry experience greater than those of the Company. The Company may encounter increasing competition from other mining companies in its efforts to acquire mineral properties and hire experienced resource industry professionals. Increased competition in the Company’s business could adversely affect its ability to attract necessary capital funding or acquire suitable producing properties or prospects for mineral exploration in the future.

 

Penny stock rules may make it more difficult to trade the Company’s common shares. The SEC has adopted regulations which generally define a “penny stock” to be any equity security that has a market price of less than US$5.00 per share or an exercise price of less than US$5.00 per share, subject to certain exceptions. The Company’s securities may be covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and accredited investors such as institutions with assets in excess of US$5,000,000 or an individual with net worth in excess of US$1,000,000 or annual income exceeding US$200,000 or US$300,000 jointly with his or her spouse. For transactions covered by this rule, the broker-dealers must make a special suitability determination for the purchase and receive the purchaser’s written agreement of the transaction prior to the sale. Consequently, the rule may affect the ability of broker-dealers to sell the Company’s securities and also affect the ability of its investors to sell their shares in the secondary market.

 

 
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FINRA rules will make it more difficult to trade the Company’s common shares. The Financial Industry Regulatory Authority, or FINRA, has adopted sales practice requirements which may limit a stockholder’s ability to buy and sell our stock. In addition to the “penny stock” rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

 

We may face business disruption and related risks resulting from the recent outbreak of the novel coronavirus 2019 (COVID-19), which could have a material adverse effect on our operations. Our business operations could be disrupted and materially adversely affected by the recent outbreak of COVID-19. As a result of measures imposed by the governments of Canada and United States, businesses and schools have been suspended due to quarantines intended to contain this outbreak. The spread of COVID-19 has resulted in the Director General of the World Health Organization declaring the outbreak of COVID-19 as a Public Health Emergency of International Concern , based on the advice of the Emergency Committee under the International Health Regulations (2005). While the COVID-19 outbreak is still in very early stages, stock markets have begun to reflect the uncertainty associated with the slow-down in the United States economy and the reduced levels of travel experienced since the beginning of March 2020 and the significant declines in the Dow Industrial Average at the end of February and beginning of March 2020 was largely attributed to the effects of COVID-19. We are still assessing our business plans and the impact COVID-19 may have on our business operations, but there can be no assurance that this analysis will enable us to avoid part or all of any impact from the spread of COVID-019 or its consequences, including ceasing our exploration operations.

 

Disruptions to our information technology systems, including future cyber-attacks and security breaches, and the costs of maintaining secure and effective information technology systems could negatively affect our business. The operations of our business is dependent on computer hardware and software systems. Information systems are vulnerable to security breaches by computer hackers and cyber terrorists. We rely on technology to securely maintain confidential and proprietary information maintained on our information systems, and continue to invest in maintaining and upgrading these systems and applications to ensure risk is controlled. Regardless of our efforts to maintain and upgrade our cyber security systems, there can be no assurance that we will not suffer an intrusion, that unauthorized parties will not gain access to confidential or personal information, or that any such incident will be discovered promptly. The techniques used by criminals to obtain unauthorized access to sensitive data change frequently and often are not recognized until launched against a target, and we may be unable to anticipate these techniques or implement adequate preventative measures. The failure to promptly detect, determine the extent of and appropriately respond to a significant data security breach could have a material adverse impact on our business, financial condition and results of operations. In addition, the unavailability of the information systems or failure of these systems to perform as anticipated for any reason, including a major disaster or business interruption resulting in an inability to access data stored in these systems or sustain the data center systems necessary to support functions to meet our needs, and any inability to respond to, or recover from, such an event, could disrupt our business and could result in decreased performance and increased overhead costs, causing our business and results of operations to suffer.

 

Item 4. Information on the Company

 

A. History and Development of the Company

 

The Company was incorporated under the Company Act of the Province of British Columbia, Canada on January 22, 1981 under the name of Carol Energy Corporation, which name was changed to Coral Energy Corporation on March 3, 1982, and to Coral Gold Corp. on September 9, 1987. On September 14, 2004, the Company changed its name to Coral Gold Resources Ltd. in conjunction with a 10 to 1 share consolidation. On July 17, 2007, the shareholders of the Company amended the share structure by subdividing the Company’s issued share capital of 8,267,360 common shares into 24,802,080 common shares, every one common share being subdivided into three common shares. On July 15, 2004, the Company transitioned to the British Columbia Business Corporations Act. The principal executive office of the Company is located at 570 Granville Street, Suite 900, Vancouver, British Columbia V6C 3P1, and its telephone number is 604-682-3701.

 

 
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The Company is primarily engaged in the exploration and development of natural resource properties. Its principal business activities have been the exploration of certain properties located in the state of Nevada in the United States.

 

Please refer to Note 6 of the financial statements for information regarding the Company’s exploration and evaluation assets.

 

B. Business Overview

 

Operations and Principal Activities

 

Presently, the Company’s principal business activity is the exploration of three mineral properties consisting of the Norma Sass claims the JDN claims and Eagle claims all located in the Crescent Valley region along Nevada’s Cortez Gold Trend, Nevada, USA. The Company is in the process of exploring these three mineral properties and has not yet determined whether its mineral properties contain ore reserves that are economically recoverable. There is no assurance that a commercially viable mineral deposit exists on any of the Company’s properties, and future exploration will be required before final evaluation as to the economic and legal feasibility is determined. The Company also has a net smelter returns royalty (“NSR”) on its former property, the Robertson Mining claims, sold to Barrick Cortez Gold Corp. on June 8, 2017. In connection with the sale of Robertson Mining claims to Barrick Gold (now Nevada Gold Mines, or NGM), we received a sliding scale 1% to 2.25% net smelter returns royalty, payable quarterly, subject to potential advance royalty payments, as well as a right of first refusal enabling NGM to acquire the NSR in the event that we wish to sell the NSR to any third party. The royalty increases with increases in the price of gold. We have yet to receive any amounts under the NSR.

 

Competition

 

The mining industry is engaged and is highly competitive. Competitors include well-capitalized mining companies, independent mining companies and other companies having financial and other resources far greater than those of the Company. The Company competes with other mining companies in connection with the acquisition of gold and other precious metal properties. In general, properties with a higher grade of recoverable mineral and/or which are more readily minable afford the owners a competitive advantage in that the cost of production of the final mineral product is lower. Thus, a degree of competition exists between those engaged in the mining industries to acquire the most valuable properties. As a result, the Company may eventually be unable to acquire attractive gold mining properties.

 

Seasonality

 

Due to the climate in the State of Nevada, the Company is generally not affected by seasonality.

 

Dependence on Customers and Suppliers

 

The Company is not dependent upon a single or few customers or suppliers for revenues or its operations.

 

Government Regulation

 

We are subject to various federal and state laws and regulations including environmental laws and regulations. Environmental regulations impose, among other things, restrictions, liabilities and obligations in connection with the generation, handling, use, storage, transportation, treatment and disposal of hazardous substances and waste and in connection with spills, releases and emissions of various substances to the environment. Environmental regulation also requires that facility sites and other properties associated with our operations be operated, maintained, abandoned and reclaimed to the satisfaction of applicable regulatory authorities. In addition, certain types of operations, including exploration and development projects and changes to certain existing projects, may require the submission and approval of environmental impact assessments or permit applications. Compliance with environmental regulation can require significant expenditures, including expenditures for clean-up costs and damages arising out of contaminated properties and failure to comply with environmental regulations may result in the imposition of fines and penalties. We believe that we are in substantial compliance with such laws and regulations; however, such laws and regulations may change in the future in a manner which will increase the burden and cost of compliance.

 

 
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Certain laws and governmental regulations may impose liability on us for personal injuries, clean-up costs, environmental damages and property damages, as well as administrative, civil and criminal penalties. We maintain limited insurance coverage for sudden and accidental environmental damages, but do not maintain insurance coverage for the full potential liability that could be caused by sudden and accidental environmental damage. Accordingly, we may be subject to liability or may be required to cease production from properties in the event of such damages.

 

Environmental Regulations

 

The Company’s exploration programs in Nevada are subject to state and federal regulations regarding environmental considerations. All operations involving the exploration for the production of minerals are subject to existing laws and regulations relating to exploration procedures, safety precautions, employee health and safety, air quality standards, pollution of streams and fresh water sources, odor, noise, dust and other environmental protection controls adopted by federal, state and local governmental authorities as well as the rights of adjoining property owners. The Company may be required to prepare and present to federal, state or local authorities data pertaining to the effect or impact that any proposed exploration for or production of minerals may have upon the environment. All requirements imposed by any such authorities may be costly, time consuming and may delay commencement or continuation of exploration or production operations. Future legislation may significantly emphasize the protection of the environment, and, as a consequence, the activities of the Company may be more closely regulated to further the cause of environmental protection. Such legislation, as well as further interpretation of existing laws in the United States, may require substantial increases in equipment and operating costs to the Company and delays, interruptions, or a termination of operations, the extent of which cannot be predicted. Environmental problems known to exist at this time in the United States may not be in compliance with regulations that may come into existence in the future. This may have a substantial impact upon the capital expenditures required of the Company in order to deal with such problem and could substantially reduce earnings. At the present time, the Company’s exploration activities in Nevada are in compliance with all known environmental requirements.

 

The primary regulatory bodies that directly regulate the Company’s activities are the Bureau of Land Management (Federal), Lander County and the Lander County Recorder’s Office and the Nevada Department of Environmental Protection.

 

C. Organizational Structure

 

The Company has one wholly-owned subsidiary consisting of Coral Resources, Inc., a Nevada corporation, which holds title to the Company’s mining claims located in Nevada. The Company also owns 98.49% of Marcus Corporation, which is a Nevada corporation.

 

D. Property, Plant and Equipment

 

Presently, the Company is an “exploration stage company”, as all of the Company’s properties are currently in the exploratory stage of development. In order to determine if a commercially viable mineral deposit exists in any of the Company’s properties, further geological work will need to be done and a final evaluation based upon the results obtained to conclude economic and legal feasibility.

 

Net Smelter Returns Royalty - Robertson Mining Claims, Nevada, U.S.A.

 

On June 8, 2017, Coral completed the purchase and sale agreement with Barrick Cortez Inc. (“Barrick”), a subsidiary of Barrick Gold Corp., for the sale of the Robertson mining claims in Lander County, Nevada, to Barrick in consideration of:

 

 

1.

The payment to Coral of US$15.75 million (Cdn $21.84 million based on the closing exchange rate) in cash ;

 

 

 

 

2.

The return of 4,150,000 common shares of Coral held by Barrick (which represent approximately 8.5% of the Company’s basic common shares outstanding as of June 8, 2017) which common shares have been cancelled by the Company; and

 

 

 

 

3.

A sliding scale 1% to 2.25% net smelter returns royalty (the “NSR”) on the Robertson Property, payable quarterly, subject to potential advance royalty payments as outlined below, as well as a right of first refusal enabling Barrick to acquire the NSR in the event that the Company wishes to sell the NSR to any third party.

 

 
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The sliding scale NSR rate will be determined based on the observed gold price during each quarterly period based on the average LBMA Gold Price PM during the quarterly period, as follows:

 

Average Gold Price/Oz During the Quarter (USD)

 

Applicable NSR Royalty Rate

Up to and including $1,200.00

 

1.00%

$1,200.01 to $1,400.00

 

1.25%

$1,400.01 to $1,600.00

 

1.50%

$1,600.01 to $1,800.00

 

1.75%

$1,800.01 to $2,000.00

 

2.00%

Over $2,000.00

 

2.25%

 

Pursuant to the agreement, as amended, and due to the delay in closing, in the event that the Robertson Property is not placed into production by Barrick by December 31, 2024, then beginning on January 1, 2025, and continuing on an annual basis thereafter until the earlier of (i) the date commercial production commences and (ii) January 2, 2034, Barrick will make advance royalty payments to Coral Gold of US$0.5M, which will be non-refundable and fully credited against any future obligations under the NSR.

 

Barrick will also assume all liabilities relating to the Robertson Property, and will provide replacement security for the reclamation bond.

 

The Robertson Property includes the properties also known as the Core, Gold Ridge, Excluded and the Ruf mining claims, but does not include the properties known as the Norma Sass, Eagle, and JDN mining claims. The Robertson Property is located in eastern Lander County, Nevada, sixty miles southwest of Elko.

 

As a result of the sale, the Company recorded a gain of $5,871,719, net of transaction costs during the fiscal year ended January 31, 2018.

 

Mining Claims

 

(i) Norma Sass Claims, Nevada U.S.A.

 

Property Description and Location

 

The Norma Sass claims are an exploration-stage project located immediately south of the Gold Acres open pit mine and west of the Pipeline open pit mine. Drilling at Norma Sass, which is comprised of 36 claims covering 740 acres, has encountered gold hosted by favorable, lower-plate carbonate strata.

 

History and Exploration

 

Effective December 31, 1999, the Company and Levon Resources Ltd. (“Levon”), entered into a fourth amending agreement whereby Levon could earn an undivided 50% interest in the Norma Sass and Ruf Claims upon completion of certain terms. This agreement was further amended effective December 31, 2001 (but signed on October 3, 2002), whereby Levon was transferred a 33.3% interest in the Company’s interest in the Norma Sass and Ruf claims, in consideration of 300,000 common shares of Levon previously issued to the Company and the prior payment of $350,294 for exploration work. Following the execution of a fifth amending agreement with Levon in December 2001 the Company secured a 66.6 % ownership in the Norma Sass and Ruf Claims

 

In January 2005, the Company announced the formation of an exploration agreement with Agnico-Eagle Mines Limited (“Agnico-Eagle”). The agreement covered the Norma Sass, Blue Nugget and Lander Ranch claims and also included the partnership with Levon. Under the agreement, Agnico-Eagle could earn a 51% interest in the Norma Sass, Blue Nugget and Lander Ranch claims by completing at least 45,000 feet of exploration drilling and paying certain advance royalties.

 

 
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Agnico-Eagle mobilized a reverse circulation drill supplied by Lang Exploratory Drilling of Elko, Nevada to the Norma Sass property on May 15, 2006. Drilling commenced on the lander ranch target area and Agnico-Eagle drilled 15,000 feet in 12 to 15 holes on the Norma Sass and related properties. In February 2007, Agnico-Eagle notified the Company that it would not be continuing its option on the Company’s Norma Sass, Lander Ranch and Blue Nugget properties because of other corporate priorities.

 

In September 2008, the Company entered into an exploration, development and mine operating agreement with Barrick Cortez wherein Barrick Cortez granted the option to acquire up to a 75% interest in the Company’s and Levon interests in the Norma Sass Property, Nevada.

 

In May 2009, Barrick Cortez announced plans to do target delineation work in the second quarter followed by deep drilling in the third quarter on the Norma Sass property.

 

In October 2009, Barrick commenced drilling hole NS 09-01 targeting the lower plate carbonate sequence. This hole was drilled at 70 degree dip on a northwesterly azimuth across a SW-NE striking fault which trends into Barrick’s Gold Acres pit one mile to the northeast and is thought to be related to mineralization at Gold Acres. The hole was started using a reverse circulation drill which encountered recovery problems at a depth of 1,680 feet and was replaced by a core drill which completed the hole to a final depth of 2,586 feet. The lower plate and wenban limestone were intersected starting at a depth of 1,330 feet and Roberts Mountain Formation was encountered from 1,830 feet to the bottom of the hole. These formations are the major host rocks for the gold deposits at the Pipeline, Gold Acres and Cortez Hills mines.

 

On November 3, 2010, Barrick Cortez notified the Company that it had terminated its option on the Norma Sass property.

 

On January 22, 2016, the Company announced that it had acquired 100% ownership of the Norma Sass, Ruf, and Eagle claims from Levon. In consideration for the transfer of Levon's interest in the properties, the Company cancelled US$53,258 in exploration expenditures which remained owing to the Company from the former joint venture.

 

On August 7, 2017, Coral Resources Inc., the Company’s wholly owned subsidiary entered into a mining lease agreement with Mauzy et al, who is the owner of the Norma/Sass property.

 

The Company continues to keep the Norma Sass claims under care and maintenance and to keep such claims in good standing.

 

(ii) JDN Claims, Nevada, U.S.A. (formerly known as the JD Mining Claim)

 

Property Description and Location

 

The JDN claims are located approximately 10 miles northwest of the old Robertson mining claims near Barrick’s Hilltop deposit. The property is comprised of 27 claims covering roughly 550 acres. Access to the JDN Claims from Elko, Nevada, a regional mining supply center, is via Highways 80 and 306, a distance of approximately 64 miles to the community of Crescent Valley and then an additional 11 miles on a gravel access road from Crescent Valley. A four-wheel drive vehicle is usually necessary to access all roads on the property. As of fiscal year 2001, the Company has written down the JDN Claims to a nominal value. There is no underground or surface plant or equipment located on the JDN Claims, nor any known body of commercial ore.

 

History and Exploration

 

On December 16, 1986, the Company acquired six mining claims on 550 acres of land near Crescent Valley Lander County, Nevada for US$10,000. Several claims were added in 1987 (from the JD Group). The JDN claims consisting of 27 potential lode mining claims totaling 560 acres are a re-staking of the original JD claims. The JDN Claims are located approximately ten miles north of the Robertson Mining Claims. In 1987, geological mapping was conducted. In fiscal year 1994, the Company optioned a 50% interest in the JDN claims to Mill Bay Ventures Inc., formerly First International Metals Corp., referred to as “Mill Bay”, a company with two directors in common to the Company, for $10,000 and an initial installment of 50,000 common shares of Mill Bay. On February 5, 1997, Mill Bay exercised the option by issuing to the Company an additional 50,000 common shares and completion of specified exploration work.

 

 
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The Company continues to keep the JDN Claims under care and maintenance and to keep such claims in good standing.

 

(iii) Eagle Claims, Nevada, U.S.A.

 

Property Description and Location

 

The Eagle Claims consist of 45 lode mineral claims, and are located at Corral Canyon, in Lander County, Nevada, approximately 7 miles north-northwest of Barrick’s Cortez gold mine and comprise a total of approximately 646 acres. The Eagle Claims are approximately three miles west of Crescent Valley, Nevada, and approximately 18 miles southeast of Battle Mountain, Nevada. Access to the Eagle Claims from Elko, Nevada, a regional mining supply center, is via Highways 80 and 306, a distance of approximately 56 miles and then an additional 8 miles on a gravel access road from the community of Crescent Valley. A four-wheel drive vehicle is usually necessary to access all roads on the property.

 

The Eagle Claims are subject to a 3% net smelter royalty to Geomex 8, which royalty shall cease at such time as the sum of US$1,250,000 has been paid to Geomex 8.

 

History and Exploration

 

In fiscal year 1994, the Company optioned a 50% interest in these claims to Levon for $10,000 and $100,000 Levon common shares. During 1996, Levon exercised its option to earn a 50% interest in the Eagle Claims. On January 22, 2016, the Company announced that it had acquired 100% ownership of the Norma, Sass, Ruf, and Eagle claims from Levon. In consideration for the transfer of Levon's interest in the properties, the Company cancelled US$53,258 in exploration expenditures which remained owing to the Company from the former joint venture. The Company has written down the Eagle Claims to a nominal value. There is no underground or surface plant or equipment on the Eagle Claims, or any known body of commercial ore.

 

The Company continues to keep the Eagle Claims under care and maintenance and to keep such claims in good standing.

 

Item 4A. Unresolved Staff Comments

 

Not Applicable.

 

Item 5. Operating and Financial Review and Prospects

 

The following discussion and analysis of financial condition and results of operations should be read in conjunction with the information contained in the annual audited consolidated financial statements and the notes thereto included in this annual report on Form 20-F. Such discussion and analysis is based upon our annual audited consolidated financial statements prepared in accordance with IFRS.

 

A. Operating Results

 

Year ended January 31, 2020 compared to the year ended January 31, 2019

 

Operating and administrative expenses

 

Operating and administrative expenses were $1,106,612 for the year ended January 31, 2020, compared to $878,566 for the year ended January 31, 2019, an increase of $228,046. This change relates to increased corporate activity, seeing consulting, office, and salaries & benefits expenses rise by $191,942 for the period as the Company evaluates ongoing and potential projects. As well, share-based payments of $317,283 is an increase of $22,851 over the prior period and is driven by differences in valuation assumptions related to stock options.

 

 
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Income/Loss for the year

 

Net loss for the year ended January 31, 2020, was $531,945 compared to net income of $704,296 for the year ended January 31, 2019, a decrease of $1,236,241. The change between the two years relates primarily to fluctuations in foreign exchange, where the current years gain was $102,532, compared to $1,150,371 in the prior period, for a total decrease of $1,047,839.

 

Further, the Company recorded no current income tax recovery for the year ended January 31, 2020, compared to that of $309,024 in the year ended January 31, 2019. The tax recovery in the previous period is a direct result of adjustments to income taxes payable as a result of the gain on the sale of the Robertson Property during the year ended January 31, 2018, with no comparable transaction in the current year.

 

Deferred income tax recovery for the year ended January 31, 2020, was $11,000 compared to deferred income tax expense of $13,000 in the year ended January 31, 2019. The change of $24,000 is a result of exploration work performed during the year ended January 31, 2020, as well as the application of non-capital loss carry forwards on any income earned.

 

Currency Fluctuations

 

The Company’s currency fluctuation exposure is primarily due to the U.S. Dollar. The Company does not use derivative financial instruments for speculative trading purposes, nor does the Company hedge its foreign currency exposure to manage the Company’s foreign currency fluctuation risk. Fluctuations in and among the currencies in which the Company operates could have a material effect on the Company’s operations and its financial results.

 

Year ended January 31, 2019 compared to the year ended January 31, 2018

 

Operating and administrative expenses

 

Operating and administrative expenses were $878,566 for the year ended January 31, 2019, compared to $1,375,982 for the year ended January 31, 2018, a decrease of $497,416. This is a result of lower share-based payments of 294,432 due to stock options vesting over a one year period under the current year option plan, whereas stock options vested immediately in previous years under the previous. As well, the decrease is driven by lower consulting fees, management fees and salaries and benefits, with a total decrease of $160,771. The decrease relates to lower corporate activity as a result of the completion of the sale of the Robertson Property in the previous year, as well as one-time bonus payments made to key management and employees on completion of the transaction.

 

Income/Loss for the year

 

Net income for the year ended January 31, 2019, was $704,296, compared to $2,015,340 for the year ended January 31, 2018, a change of $1,311,044. The change between the two years relates primarily to the gain recorded in the previous year of $5,871,719 for the sale of the Robertson Property, whereas there is no comparable transaction in the current year. This was offset primarily by a foreign exchange gain during the year ended January 31, 2019 of $1,150,371 compared to a loss of $907,286 in the previous year, a total difference of $2,057,657.

 

Further, the Company recorded a current income tax recovery of $309,024 in the year ended January 31, 2019, compared to an expense of $2,751,000 in the previous year, a difference of $3,060,024. The movement in current tax expense is a direct result of income taxes payable as a result of the gain on the sale of the Robertson Property during the year ended January 31, 2018, with no comparable transaction in the current year.

 

The Company also recorded a deferred income tax expense of $13,000 during the year ended January 31, 2019, compared to a recovery of $1,001,000 during the previous year, a change of $1,014,000. This movement is also a direct result of the future tax impact of the sale of the Robertson Property. Deferred tax recovery arises due to differences in the carrying values of assets and liabilities and their tax values and the Company’s ability to utilize any of its deferred income tax assets to offset the deferred income liability.

 

 
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Currency Fluctuations

 

The Company’s currency fluctuation exposure is primarily due to the U.S. Dollar. The Company does not use derivative financial instruments for speculative trading purposes, nor does the Company hedge its foreign currency exposure to manage the Company’s foreign currency fluctuation risk. Fluctuations in and among the currencies in which the Company operates could have a material effect on the Company’s operations and its financial results.

 

B. Liquidity and Capital Resources

 

At January 31, 2020, the Company had working capital of $11,015,424 and cash and cash equivalents of $10,688,861.

 

During the year ended January 31, 2020, the Company received $205,425 from the issuance of common shares from the exercise of options. These funds will be used to maintain the Company's existing operations and for general working capital requirements. The Company is in the exploration stage. The recoverability of amounts shown for its mineral property interest and related deferred costs are dependent upon the continued support of its directors, the discovery of economically recoverable reserves, and the ability of the Company to obtain the financing necessary to complete development and achieve profitable operations in the future. The outcome of these matters cannot be predicted at this time.

 

Mineral exploration and development is capital intensive, and the Company may be required to raise new equity capital in the future. There is no assurance that the Company will be successful in raising additional new equity capital, if required.

 

C. Research and Development, Patents and Licenses, etc.

 

The Company is a mineral exploration company with no research and development policies. Refer to Part I Business overview for a summary of our exploration activities.

 

D. Trend Information

 

As at the time of filing this Annual Report and as otherwise disclosed in this Annual Report, the Company is not aware of any specific trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on the Company’s liquidity or capital resources, or that would cause reported financial information not necessarily to be indicative of future operating results or financial condition. Many factors that are beyond the control of the Company can affect the Company’s operations, including, but not limited to, the price of minerals, the economy on a global scale, land and exploration permitting, and the appeal of investments in exploration companies. The appeal of exploration companies as investment alternatives could affect the liquidity of the Company and thus future exploration, development and financial conditions of the Company. Other factors such as retaining qualified mining personnel and contractor availability and costs could also impact the Company’s operations.

 

E. Off-Balance Sheet Arrangements

 

The Company has no off-balance sheet arrangements.

 

 
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F. Tabular Disclosure of Contractual Obligations

 

As at January 31, 2020, the Company had the following contractual obligations:

 

 

 

Payment due by period

 

 

 

Total

 

 

<1 year

 

 

1-3 Years

 

 

3-5 Years

 

 

More than 5 years

 

Trade payables and other payables

 

$ 71,548

 

 

$ 71,548

 

 

$ -

 

 

$ -

 

 

$ -

 

Current Tax Liability

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Deferred Tax Liability

 

 

44,000

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

44,000

 

Total

 

$ 115,548

 

 

$ 71,548

 

 

$ -

 

 

$ -

 

 

$ 44,000

 

 

The Company has a cost-sharing agreement to reimburse a related company, Oniva International Services Corp. (“Oniva”), for a percentage of its overhead expenses, to reimburse 100% of its out-of-pocket expenses incurred on behalf of the Company, and to pay a percentage fee based on the total overhead and corporate expenses. The agreement may be terminated with one-month notice by either party.

 

As of January 31, 2020, the Company had no other contractual obligations.

 

Legal Proceedings

 

The Company is not involved in any legal or arbitration proceedings, including those relating to bankruptcy, receivership or similar proceedings and those involving any third party, which may have, or had in the recent past, significant effects on the Company’s financial position or profitability, including governmental proceedings pending or known to be contemplated.

 

Dividend Policy

 

The Company has never paid any dividends and does not intend to in the near future.

 

Item 6. Directors, Senior Management and Employees

 

A. Directors and Senior Management

 

The following is a list of the Company’s directors and senior management as at May 27, 2020. The directors are elected for a term of one year at the annual meeting of shareholders. Subject to Board approval, the Company anticipates that it will hold its 2020 annual general meeting on or around October 8, 2020 this year.

 

Name

 

Position Held with the Company

 

Principal Occupation

 

Director/Officer Since

Ronald Andrews

 

Director and Chairman of the Board

 

Director of Bonner Mall Partnership. Owner and operator of Andrews Orchards

 

January 2010

David Wolfin

 

Director, President &

Chief Executive Officer

 

Director, President and CEO of the Company, and of Avino Silver & Gold Mines Ltd. and Gray Rock Resources Ltd.

 

September 1997

Andrew Kaplan

 

Director

 

Business Consultant

 

July 2012

Russell Price

 

Director

 

Senior Account Executive and Resource Specialist at Nelson Securities Inc., and licensed professional geologist.

 

July 2018

Dorothy Chin

 

Corporate Secretary

 

Corporate Secretary of the Company, and of Avino Silver & Gold Mines, and Gray Rock Resources Ltd.

 

July 2015

Nathan Harte

 

Chief Financial Officer

 

CPA, Chief Financial Officer of the Company and of Avino Silver & Gold Mines Ltd., and Gray Rock Resources Ltd.

 

November 2018

 

 
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B. Compensation

 

During the last completed fiscal year, the Company had two executive officers, namely its Chief Executive Officer (“CEO”), David Wolfin and its Chief Financial Officer (“CFO”), Nathan Harte.

 

1) Compensation Discussion and Analysis

 

The Company does not have a compensation program other than paying base salaries, incentive bonuses, and incentive stock options to its executive officers. The Company recognizes the need to provide compensation package that will attract and retain qualified and experienced executives, as well as align the compensation level of each executive to that executive’s level of responsibility. The three components of the compensation package are included to enable the Company to meet different objectives. The objectives of base salary are to recognize market pay, and acknowledge the competencies and skills of individuals. The objective of incentive bonuses (paid in the form of cash payments) is to add a variable component of compensation to recognize corporate and individual performances for executive officers and employees. The objectives of stock option awards are to reward achievement of long-term financial and operating performance and focus on key activities and achievements critical to the ongoing success of the Company. Implementation of new incentive stock option plans and amendments to the existing stock option plan are the responsibility of the Company’s Compensation Committee.

 

The Company has no other forms of compensation, although payments may be made from time to time to individuals or companies, they control for the provision of consulting services. Such consulting services are paid for by the Company at competitive industry rates for work of a similar nature by reputable arm’s length services providers.

 

The Company relies on the discretion and judgment of the directors in establishing and amending contracts for all forms of compensation, including stock options to be granted to the CEO and the directors, and for reviewing the CEO’s recommendations respecting compensation of the other officers of the Company, to ensure such arrangements reflect the responsibilities and risks associated with each position. There is no formal process using objectives, criteria, or analysis, for determining compensation.

 

Actual compensation will vary based on the performance of the executives relative to the achievement of goals and the price of the Company’s securities.

 

Compensation Element

 

Description

 

Compensation Objectives

Annual Base Salary

 

Salary is market-competitive, fixed level of compensation

 

Retain qualified leaders, motivate strong business performance.

Incentive Bonuses

 

Discretionary cash payment

 

Reward individual performance in achieving corporate goals

Incentive Stock Option

 

Equity grants are made in the form of stock options. The amount of grant will be dependent on individual and corporate performance

 

Reward long-term financial and operating performance and align interests of key employees with those of shareholders

 

 
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2) Summary Compensation Table

 

The following table sets forth particulars concerning the compensation paid or accrued for services rendered to the Company in all capacities during the last three most recently completed financial years ended January 31, 2018, 2019 and 2020 of the Company to its executive officers:

 

Name and principal position

 

Year

 

Salary

($)

 

 

Share-based awards

($)1

 

Option-based

awards

($)2

 

 

Non-equity incentive plan compensation

($)3

 

Pension value

($)4

 

All other compensation

($)5

 

 

Total

compensation

($)

 

David Wolfin

 

2020

 

$ 72,000

 

 

NIL

 

$ 97,725

 

 

NIL

 

NIL

 

NIL

 

 

$ 169,725

 

President, CEO 

 

2019

 

$ 72,000

 

 

NIL

 

$ 109,624

 

 

NIL

 

NIL

 

NIL

 

 

$ 181,624

 

&  Director(6)

 

2018

 

$ 54,500

 

 

NIL

 

$ 192,000

 

 

NIL

 

NIL

 

$ 100,000

 

 

$ 346,500

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nathan Harte,

 

2020

 

$ 58,871

 

 

NIL

 

$ 12,335

 

 

NIL

 

NIL

 

NIL

 

 

$ 71,206

 

CFO(7)

 

2019

 

$ 5,182

 

 

NIL

 

$ 5,074

 

 

NIL

 

NIL

 

NIL

 

 

$ 10,256

 

___________

(1)

The Company does not currently have any share-based award plans.

(2)

The methodology used to calculate the grant-date fair value is based on the Black-Scholes Option Pricing Model. During the year ended January 31, 2020, 1,120,000 options were granted to officers, directors, employees, and consultants. The fair value was estimated using the following weighted-average assumptions: risk-free interest rate of 1.47%, expected dividend yield of 0%, expected option life of 5 years, and expected share price volatility of 90.47%.

(3)

The Company does not have a non-equity incentive plan.

(4)

The Company does not have any pension plans.

(5)

Discretionary cash payment of incentive bonuses.

(6)

Mr. Wolfin’s compensation was paid to Intermark Capital Corp., a private BC corporation controlled by Mr. Wolfin.

(7)

Mr. Nathan Harte was appointed Chief Financial Officer on November 21, 2018.

 

Annual Base Salary

 

Base Salary for the executive officers is determined by the Board upon the recommendation of the Compensation Committee, and its recommendations are reached primarily by informal comparison of the remuneration paid by other reporting issuers with the same size and industry and with publicly available information on remuneration that the Compensation Committee feels is suitable.

 

The Annual Base Salary paid to the executive officers is, for the purpose of establishing appropriate increases, reviewed annually by the Board upon the recommendation of the Compensation Committee thereof as part of the annual review of executive officers. The decision on whether to grant an increase to the executive’s base salary and the amount of any such increase shall be in the sole discretion of the Board and Compensation Committee.

 

Non-Equity Incentive Plan Compensation

 

One of the three components of the Company’s compensation package is a discretionary annual cash bonus, paid to recognize individual performance in attaining corporate goals and objectives.

 

 
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Option Based Incentive Awards

 

An Option Based Incentive Award is in the form of an incentive stock option plan. The objective of the incentive stock option is to reward executive officers, employees’ and directors’ individual performance at the discretion of the Board upon the recommendation of the Compensation Committee.

 

The Company currently maintains a formal stock option plan (the “Plan”), under which stock options have been granted and may be granted to purchase a number equal to up to 10% of the Company’s issued capital from time to time. For details of the Plan please refer to “Particulars of Matters to be Act Upon” in the Information Circular.

 

The Plan is administered by the Compensation Committee. The process the Company uses to grant option-based awards to executive officers is upon the recommendations of the Compensation Committee.

 

The role of the Compensation Committee is to recommend to the Board the compensation of the Company’s directors and the executive officers which the Committee feels is suitable. All previous grants of equity-based incentive awards are taken into account when considering new grants.

 

3) Incentive Plan Awards

 

Outstanding share-based awards and option-based awards

 

The following table sets forth the options granted to the executive officers to purchase or acquire securities of the Company outstanding at January 31, 2020:

 

 

 

Option-based Awards

 

 

Share-based Awards

 

Name

 

Number of securities underlying unexercised options

(#)

 

 

Option exercise price

($)

 

 

Option expiration date 

 

Value of unexercised in-the-money options

($)(1)

 

 

Number of shares or units of shares that have not vested

(#)

 

Market or payout value of share-based awards that have not vested

($)

 

Market or payout value of vested share-based awards not paid out or distributed

($)

 

David Wolfin

 

 

400,000

 

 

$ 0.41

 

 

Nov 14, 2024

 

$ 48,000

 

 

Nil

 

Nil

 

Nil

 

President,

 

 

500,000

 

 

$ 0.380

 

 

Sept 4, 2023

 

$ 75,000

 

 

Nil

 

Nil

 

Nil

 

CEO and Director

 

 

600,000

 

 

$ 0.355

 

 

Jul 5, 2022

 

$ 105,000

 

 

Nil

 

Nil

 

Nil

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nathan Harte

 

 

65,000

 

 

$ 0.41

 

 

Nov 14, 2024

 

$ 7,800

 

 

Nil

 

Nil

 

Nil

 

CFO(2)

 

 

40,000

 

 

$ 0.380

 

 

Sept 4, 2023

 

$ 6,000

 

 

Nil

 

Nil

 

Nil

 

 

 

 

25,000

 

 

$ 0.355

 

 

July 5, 2022

 

$ 4,375

 

 

Nil

 

Nil

 

Nil

 

__________

(1)

In-the-Money Options are the difference between the market value of the underlying securities at January 31, 2020 and the exercise price of the option. The closing market price for the Company's common shares as at January 31, 2020 was $0.53 per common share.

(2)

Mr. Nathan Harte was appointed Chief Financial Officer on November 21, 2018.

 

Incentive plan awards – value vested or earned during the year

 

An “incentive plan” is any plan providing compensation that depends on achieving certain performance goals or similar conditions within a specific period. An “incentive plan award” means compensation awarded, earned, paid or payable under an incentive plan.

 

 
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The following table sets forth the value vested or earned during the year of option-based awards, share-based awards and non-equity incentive plan compensation paid to executive officers during the most recently completed financial year ended January 31, 2020:

 

Name

 

Option-based

awards – Value vested during
the year

($)

 

 

Share-based awards –
Value vested during
the year

($)

 

Non-equity incentive plan compensation – Value earned during the year

($)

 

David Wolfin

President, CEO and Director

 

 

97,725

 

 

Nil

 

Nil

 

 

 

 

 

 

 

 

 

 

 

Nathan Harte

CFO(1)

 

 

12,335

 

 

Nil

 

Nil

 

___________

(1)

Mr. Nathan Harte was appointed Chief Financial Officer on November 21, 2018.

  

4) Pension Plan Benefits

 

No pension plan or retirement benefit plans have been instituted by the Company and none are proposed at this time.

 

Use of Financial Instruments

 

The Company does not have in place policies which restrict the ability of directors or executive officers to purchase financial instruments, such as prepaid variable forward contracts, equity swaps, collars, or units of exchange funds, that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by a director or executive officers. Any such purchases would be subject to applicable insider reporting requirements.

 

5) Termination and Change of Control Benefits

 

On February 1, 2015, the Company entered into a consulting agreement with Intermark Capital Corporation (the “Consultant”), a company owned by David Wolfin and on July 1, 2017, the Company further amended the consulting agreement which contains certain provisions in connection with termination of engagement or change of control. On February 1, 2020 the Company renewed the consulting agreement with Intermark Capital Corporation for another five years ending on January 31, 2025.

 

The consulting agreement can be terminated at any time as follows:

 

 

(a)

by the Consultant electing to give the Company not less than 3 months prior notice of such termination;

 

 

 

 

(b)

by the Company electing to give the Consultant 3 months prior notice of such termination along with a termination payment equal to the annual Consulting fee; and

 

 

 

 

(c)

by the Consultant electing to give the Company notice, in the event that there occurs a Change of Control (as defined below) within six (6) months of the effective date of such Change of Control, and if the Consultant so elects to terminate the consulting agreement, then the Consultant will be immediately entitled to a termination payment equal to $750,000.

 

A Change of Control for purposes of Mr. Wolfin’s agreement shall be deemed to have occurred when:

 

 

(i)

any person, entity or group becomes the beneficial owner of 20% or more of the combined voting power of the Company's then outstanding voting securities entitled to vote generally in the election of directors, and such person, entity or group uses such effective voting control to change a majority of the Board of Directors of the Company, either all at once or through any series of elections and appointments when considered together; or

 

 
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(ii)

completion of the sale or other disposition by the Company of all or substantially all of the Company's assets or a reorganization or merger or consolidation of the Company with any other entity or corporation, other than:

 

 

(A)

a reorganization or merger or consolidation that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent, either by remaining outstanding or by being converted into voting securities of another entity, more than 50.1% of the combined voting power of the voting securities of the Company or such other entity outstanding immediately after such reorganization or merger or consolidation; or

 

 

 

 

(B)

a reorganization or merger or consolidation effected to implement a recapitalization or reincorporation of the Company (or similar transaction) that does not result in a material change in beneficial ownership of the voting securities of the Company or its successor.

 

6) Director Compensation

 

Effective July 1, 2017 the Independent Directors and Committee Members received combined Independent Directors and Committee Members fees of $15,000 per annum.

 

The following table sets forth the value of all compensation paid to the non-officer directors during the most recently completed financial year ended January 31, 2020:

 

 

Name

 

 

Fees earned

($)

 

 

Share-based awards(1)

($)

 

Option-based

awards(2)

($)

 

 

Non-equity incentive plan compensation(3)

($)

 

 

Pension value(4)

($)

 

 

All other compensation

($)

 

 

Total

($)

 

Gary Robertson*(5)

 

 

7,500

 

 

NIL

 

 

21,925

 

 

NIL

 

NIL

 

NIL

 

 

29,425

 

Ronald Andrews*

 

 

15,000

 

 

NIL

 

 

35,972

 

 

NIL

 

NIL

 

NIL

 

 

50,972

 

Andrew Kaplan*

 

 

15,000

 

 

NIL

 

 

29,127

 

 

NIL

 

NIL

 

NIL

 

 

44,127

 

Russell Price*

 

 

15,000

 

 

NIL

 

 

37,721

 

 

NIL

 

NIL

 

NIL

 

 

52,721

 

_________

*

Independent and Non-Employee Directors

(1)

The Company does not currently have any share-based award plans.

(2)

The methodology used to calculate the grant-date fair value is based on the Black-Scholes Option Pricing Model. During the year ended January 31, 2020, 1,120,000 options were granted to officers, directors, employees, and consultants. The fair value was estimated using the following weighted-average assumptions: risk-free interest rate of 1.7%, expected dividend yield of 0%, expected option life of 5 years, and expected share price volatility of 90.47%.

(3)

The Company does not have a non-equity incentive plan.

(4)

The Company does not have any pension plans.

(5)

Mr. Gary Robertson did not stand for election on July 18, 2019.

  

No director of the Company who is not a named executive officer has received, during the most recently completed financial year, compensation pursuant to:

 

 

(a)

any standard arrangement for the compensation of directors for their services in their capacity as directors, including any additional amounts payable for committee participation or special assignments;

 

 

 

 

(b)

any other arrangement, in addition to, or in lieu of, any standard arrangement, for the compensation of directors in their capacity as directors except for the granting of stock options; or

 

 

 

 

(c)

any arrangement for the compensation of directors for services as consultants or experts.

 

The Company may grant incentive stock options to directors of the Company from time to time pursuant to the stock option plan of the Company and in accordance with the policies of the TSX-V.

 

 
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Outstanding share-based awards and option-based awards

 

The following table sets forth the options granted to the directors to purchase or acquire securities of the Company outstanding at the end of the most recently completed financial year ended January 31, 2020:

 

 

 

Option-based Awards

 

 

Share-based Awards

 

Name (1)

 

Number of securities underlying unexercised options

(#)

 

 

Option exercise price

($)

 

 

Option expiration date

 

 

Value of unexercised in-the-money options

($)2

 

 

Number of shares or units of shares that have not vested

(#)

 

Market or payout value of share-based awards that have not vested

($)

 

Market or payout value of vested share-based awards not paid out or distributed

($)

 

Gary Robertson(3)

 

 

100,000

 

 

$ 0.38

 

 

Sept 4, 2023

 

$ 15,000

 

 

Nil

 

Nil

 

Nil

 

 

 

 

250,000

 

 

$ 0.355

 

 

July 5, 2022

 

$ 43,750

 

 

Nil

 

Nil

 

Nil

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ronald Andrews

 

 

200,000

 

 

$ 0.41

 

 

Nov 14, 2024

 

$ 20,000

 

 

Nil

 

Nil

 

Nil

 

 

 

 

100,000

 

 

$ 0.38

 

 

Sept 4, 2023

 

$ 15,000

 

 

Nil

 

Nil

 

Nil

 

 

 

 

200,000

 

 

$ 0.355

 

 

July 5, 2022

 

$ 35,000

 

 

Nil

 

Nil

 

Nil

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Andrew Kaplan

 

 

150,000

 

 

$ 0.41

 

 

Nov 14, 2024

 

$ 18,000

 

 

Nil

 

Nil

 

Nil

 

 

 

 

100,000

 

 

$ 0.38

 

 

Sept 4, 2023

 

$ 15,000

 

 

Nil

 

Nil

 

Nil

 

 

 

 

200,000

 

 

$ 0.355

 

 

July 5, 2022

 

$ 35,000

 

 

Nil

 

Nil

 

Nil

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Russell Price

 

 

150,000

 

 

$ 0.41

 

 

Nov 14, 2024

 

$ 18,000

 

 

Nil

 

Nil

 

Nil

 

 

 

 

200,000

 

 

$ 0.38

 

 

Sept 4, 2023

 

$ 30,000

 

 

Nil

 

Nil

 

Nil

 

___________ 

(1)

For the compensation of Mr. Wolfin, the named executive officer of the Company, see “Incentive Plan Awards” above.

(2)

The in-the-money option value is the difference between the market value of the underlying securities as at January 31, 2020 and the exercise price of the option. The closing market price of the Company’s common shares as at January 31, 2020 was $0.53 per common share.

(3)

Mr. Gary Robertson did not stand for election on July 18, 2019.

 

Incentive plan awards – value vested or earned during the year

 

An “incentive plan” is any plan providing compensation that depends on achieving certain performance goals or similar conditions within a specific period. An “incentive plan award” means compensation awarded, earned, paid or payable under an incentive plan.

 

The following table sets forth the value vested or earned during the year of option-based awards, share-based awards and non-equity incentive plan compensation paid to directors during the most recently completed financial year ended January 31, 2020:

 

Name (1)

 

Option-based

awards – Value vested during the year

($)(2)

 

 

Share-based awards – Value vested during the year

($)

 

Non-equity incentive plan compensation – Value earned during the year

($)

 

Gary Robertson(3)

 

 

8,594

 

 

Nil

 

Nil

 

Ronald Andrews

 

 

35,972

 

 

Nil

 

Nil

 

Andrew Kaplan

 

 

29,127

 

 

Nil

 

Nil

 

Russell Price

 

 

37,721

 

 

Nil

 

Nil

 

__________ 

(1)

For the compensation of Mr. Wolfin, the named executive officer of the Company, see “Incentive Plan Awards” above.

(2)

The aggregate dollar value that would have been realized if the options granted during the year had been exercised on the vesting date.

(3)

Mr. Gary Robertson did not stand for re-election on July 18, 2019.

 

 
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Termination of Employment, Changes in Responsibilities and Employment Contracts

 

On February 1, 2020, the Company renewed a consulting agreement with Intermark Capital Corporation (the “Consultant”), a company owned by David Wolfin for a term of five years ending on January 31, 2025 which contains certain provisions in connection with termination of engagement or change of control.

 

Please see “Termination and Change of Control Benefits” above for details.

 

C. Board Practices

 

The Board is currently comprised of four directors. The size and experience of the Board is important for providing the Company with effective governance in the mining industry. The Board’s mandate and responsibilities can be effectively and efficiently administered at its current size. The Board has functioned and is of the view that it can continue to function, independently of management as required. Directors are elected for a term of one year at the annual general meeting. At the Company’s previous annual general meeting, held on July 18, 2019, the shareholders elected Ronald Andrews, Andrew Kaplan, Russell Price and David Wolfin as directors. Subject to Board approval, the Company anticipates that it will hold its 2020 annual general meeting on or around October 8, 2020. Prior to such meeting, shareholders will receive Notice of Meeting and Information Circular regarding the purpose of the meeting.

 

The Board has considered the relationship of each director to the Company and considers three of the four directors to be “unrelated” (Messrs. Andrews, Kaplan, and Price). “Unrelated director” means a director who is independent of management and free from any interest and any business or other relationship which could reasonably be perceived to materially interfere with the director’s ability to act with a view to the best interest of the Company, other than interests and relationships arising solely from shareholdings.

 

David Wolfin is President and Chief Executive Officer of the Company and is not independent.

 

Procedures are in place to allow the Board to function independently. At the present time, the Board has experienced directors that have made a significant contribution to the Company’s success, and are satisfied that it is not constrained in its access to information, in its deliberations or in its ability to satisfy the mandate established by law to supervise the business and affairs of the Company. The Company’s chairman and independent directors meet in the absence of management. Committees meet independent of management and other directors. Committees appoint a chairman from their number who presides over the committee meetings.

 

Mandate of the Board of Directors, its Committees and Management

 

The role of the Board is to oversee the conduct of the Company’s business, including the supervision of management, and determining the Company’s strategy. Management is responsible for the Company’s day to day operations, including proposing its strategic direction and presenting budgets and business plans to the Board for consideration and approval. The strategic plan takes into account, among other things, the opportunities and risks of the Company’s business. Management provides the Board with periodic assessments as to those risks and the implementation of the Company’s systems to manage those risks. The Board reviews the personnel needs of the Company from time to time, having particular regard to succession issues relating to senior management. Management is responsible for the training and development of personnel. The Board assesses how effectively the Company communicates with shareholders, but has not adopted a formal communications policy. Through the audit committee, and in conjunction with its auditors, the Board assesses the adequacy of the Company’s internal control and management information systems. The Board looks to management to keep it informed of all significant developments relating to or effecting the Company’s operations. Major financings, acquisitions, dispositions and investments are subject to Board approval. A formal mandate for the Board and the Chief Executive Officer has not been considered necessary since the relative allocation of responsibility is well understood by both management and the Board.

 

The Board and committees may take action at regularly held meetings or at a meeting by conference call or by written consent.

 

 
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Committees

 

Governance & Nominating Committee

 

The Governance and Nominating Committee assists the Board in establishing the Company’s corporate governance policies and practices generally identifying individuals qualified to become members of the Board, reviewing the composition and functioning of the Board and its committees and making recommendations to the Board as appropriate. When considering nominees to the Board the Governance and Nominating Committee’s mandate requires that it consider the current composition of the Board and give consideration to candidates having experience in the industry, life experience and background. The Governance and Nominating Committee is also responsible for the Company’s corporate governance guidelines. The Governance and Nominating Committee may retain legal or other advisors.

 

The Governance and Nominating Committee currently consists of three directors, Andrew Kaplan, Ronald Andrews and Russell Price, all of whom are considered independent.

 

Audit Committee

 

The Audit Committee assists the Board in its oversight of the Company’s financial statements and other related public disclosures, the Company’s compliance with legal and regulatory requirements relating to financial reporting, the external auditors, qualifications and independence and the performance of the internal audit function and the external auditors. The Audit Committee has direct communications channels with the Company’s auditors. The Audit Committee reviews the Company’s financial statements and related management’s discussion and analysis of financial and operating results. The Audit Committee can retain legal, accounting or other advisors.

 

The Audit Committee consists of Ronald Andrews, Andrew Kaplan, and Russell Price, all of whom are financially literate. Currently, the Audit Committee has at least one member with accounting or related financial management expertise. “Financially literate” means the ability to read and understand a balance sheet, an income statement, and a cash flow statement. “Accounting or related financial expertise” means the ability to analyze and interpret a full set of financial statements, including the notes attached thereto, in accordance with IFRS. All of the Audit Committee Members are independent, having no direct or indirect material relationship with the Company which could, in the view of the Board, reasonably interfere with the exercise of a member’s independent judgment.

 

The Board has adopted a charter for the Audit Committee which is reviewed annually and sets out the role and oversight responsibilities of the Audit Committee with respect to:

 

 

·

its relationship with and expectation of the external auditors, including the establishment of the independence of the external auditor and the approval of any non-audit mandates of the external auditor;

 

 

 

 

·

determination of which non-audit services the external auditor is prohibited from providing;

 

 

 

 

·

the engagement, evaluation, remuneration, and termination of the external auditors;

 

 

 

 

·

appropriate funding for the payment of the auditor’s compensation and for any advisors retained by the Audit Committee;

 

 

 

 

·

its relationship with and expectation of the internal auditor;

 

 

 

 

·

its oversight of internal control;

 

 

 

 

·

disclosure of financial and related information; and

 

 

 

 

·

any other matter that the Audit Committee feels is important to its mandate or that which the Board chooses to delegate to it.

 

Compensation Committee

 

The Compensation Committee recommends to the Board the compensation of the Company’s directors and the Chief Executive Officer which the Compensation Committee feels is suitable. Its recommendations are reached primarily by comparison of the remuneration paid by the Company with publicly available information on remuneration paid by other reporting issuers that the Compensation Committee feels are similarly placed within the same business of the Company.

 

The Compensation Committee consists of three directors (Messrs. Andrews, Kaplan and Price), all of whom are considered independent.

 

 
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D. Employees

 

As at January 31, 2020, the Company had no employees. The Company’s senior management as well as administrative and corporate services are located in Canada; however, these people are not considered employees of the Company. Senior management and administrative staff are contracted by the Company through their companies or through the Company’s cost sharing agreement for overhead and corporate services with Oniva.

 

E. Share Ownership

 

The following table sets out the share ownership of the individuals referred to in “Compensation” as of May 27, 2020:

 

Name of Beneficial Owner

 

Number of

Shares

 

 

Percent

 

Ronald Andrews

 

 

821,500

 

 

 

1.77 %

Russell Price

 

Nil

 

 

*

 

David Wolfin

 

 

16,789,984

 

 

 

36.24 %

Andrew Kaplan

 

 

575,000

 

 

 

1.24 %

Nathan Harte

 

 

30,000

 

 

*

 

__________

*Less than one percent.

 

Outstanding Options

 

The following information, as of May 27, 2020, reflects outstanding options held by the individuals referred to in “Compensation”:

 

 

 

No. of Shares

 

 

Date of Grant

 

Exercise Price

 

 

Expiration Date

 

David Wolfin

 

 

400,000

 

 

Nov 14, 2019

 

$ 0.41

 

 

Nov 14, 2024

 

President,

 

 

500,000

 

 

Sept 4, 2018

 

$ 0.38

 

 

Sept 4, 2023

 

CEO and Director

 

 

600,000

 

 

July 5, 2017

 

$ 0.355

 

 

July 5, 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nathan Harte

 

 

65,000

 

 

Nov 14, 2019

 

$ 0.41

 

 

Nov 14, 2024

 

CFO

 

 

40,000

 

 

Sept 4, 2018

 

$ 0.38

 

 

Sept 4, 2023

 

 

 

 

25,000

 

 

July 5, 2017

 

$ 0.355

 

 

July 5, 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ronald Andrews

 

 

200,000

 

 

Nov 14, 2019

 

$ 0.41

 

 

Nov 14, 2024

 

Director

 

 

100,000

 

 

Sept 4, 2018

 

$ 0.38

 

 

Sept 4, 2023

 

 

 

 

200,000

 

 

July 5, 2017

 

$ 0.355

 

 

July 5, 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gary Robertson*

 

 

100,000

 

 

Sept 4, 2018

 

$ 0.38

 

 

Sept 4, 2023

 

Director

 

 

250,000

 

 

July 5, 2017

 

$ 0.355

 

 

July 5, 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Andrew Kaplan

 

 

150,000

 

 

Nov 14, 2019

 

$ 0.41

 

 

Nov 14, 2024

 

Director

 

 

100,000

 

 

Sept 4, 2018

 

$ 0.38

 

 

Sept 4, 2023

 

 

 

 

200,000

 

 

July 5, 2017

 

$ 0.355

 

 

July 5, 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Russell Price

 

 

150,000

 

 

Nov 14, 2019

 

$ 0.41

 

 

Nov 14, 2024

 

Director

 

 

200,000

 

 

Sept 4, 2018

 

$ 0.38

 

 

Sept 4, 2023

 

________________

*Mr. Gary Robertson did not stand for election on July 18, 2019.

 

 
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Item 7. Major Shareholders and Related Party Transactions

 

A. Major Shareholders

 

To the knowledge of the Company, it is not directly or indirectly owned or controlled by any other corporation or by the Canadian Government, or any foreign government, or by any other natural or legal person.

 

As of May 27, 2020, to the knowledge of the Company, no person owned more than five (5%) per cent of the outstanding shares of each class of the Company’s voting securities other than:

 

Name

 

Number of Voting Securities

 

 

Percentage

 

David Wolfin

 

 

16,789,984

 

 

 

36 %

 

B. Related Party Transactions

 

Related party transactions are measured at the estimated fair values of the services provided or goods received. Related party transactions not disclosed elsewhere are as follows:

 

a) Management transactions

 

Key management personnel include the members of the Board of Directors and officers of the Company, who have the authority and responsibility for planning, directing and controlling the activities of the Company. The remuneration of directors and officers during the years ended January 31, 2020, 2019, and 2018 are as follows:

 

 

 

2020

 

 

2019

 

 

2018

 

Salaries, bonuses, fees and benefits

 

 

 

 

 

 

 

 

 

 

 

 

Members of the Board of Directors

 

$ 132,228

 

 

$ 124,500

 

 

$ 191,575

 

Other members of key management

 

 

92,019

 

 

 

37,801

 

 

 

55,071

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Share-based payments

 

 

 

 

 

 

 

 

 

 

 

 

Members of the Board of Directors

 

 

209,032

 

 

 

219,248

 

 

 

400,000

 

Other members of key management

 

 

30,967

 

 

 

32,480

 

 

 

72,000

 

 

 

$ 464,247

 

 

$ 414,029

 

 

$ 718,646

 

 

b) In the normal course of operations, the Company transacts with companies related to its directors or officers. The following amounts are payable to related parties:

 

 

 

January 31,

2020

 

 

January 31,

2019

 

Directors

 

$ 15,000

 

 

$ 11,250

 

Oniva International Services Corp. (i)

 

 

36,109

 

 

 

20,217

 

 

 

$ 51,109

 

 

$ 31,467

 

___________ 

(i) Oniva is a private company owned by Mr. David Wolfin.

 

c) Other related party transactions

 

The Company has a cost-sharing agreement to reimburse Oniva International Services Corp. (“Oniva”), as described in Note 10 of the audited consolidated financial statements. The transactions with Oniva during the years ended January 31, 2020, 2019, and 2018 are summarized below:

 

 

 

2020

 

 

2019

 

 

2018

 

Salaries and benefits

 

$ 216,696

 

 

$ 118,361

 

 

$ 105,344

 

Office and miscellaneous

 

 

160,767

 

 

 

77,443

 

 

 

66,663

 

 

 

$ 377,463

 

 

$ 195,804

 

 

$ 172,007

 

 

 
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The Company has entered into a cost-sharing agreement to reimburse Oniva for a variable percentage of its overhead expenses, to reimburse 100% of its out-of-pocket expenses incurred on behalf of the Company, and to pay a percentage fee based on the total overhead and corporate expenses referred to above. David Wolfin, President & CEO, and a director of the Company is the sole owner of Oniva. The cost sharing agreement may be terminated with one-month notice by either party without penalty.

 

C. Interests of Experts and Counsel

 

Not Applicable.

 

Item 8. Financial Information

 

A. Consolidated Statements and Other Financial Information

 

The following financial statements of the Company are included under Item 18 to this Annual Report and include the following:

 

 

·

Report of Independent Registered Public Accounting Firm;

 

 

 

 

·

Consolidated Statements of Financial Position as at January 31, 2020 and January 31, 2019;

 

 

 

 

·

Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended January 31, 2020, 2019 and 2018;

 

 

 

 

·

Consolidated Statements of Changes in Equity for the years ended January 31, 2020, 2019 and 2018;

 

 

 

 

·

Consolidated Statements of Cash Flows for the years ended January 31, 2020, 2019 and 2018; and

 

 

 

 

·

Notes to the Consolidated Financial Statements.

 

B. Significant Changes

 

Except as otherwise disclosed in this annual report, there have been no material changes in our financial position, operations or cash flows since January 31, 2020.

 

Item 9. The Offer and Listing

 

A. Offer and Listing Details

 

Our common shares are listed on the TSX Venture Exchange (“TSX-V”) under symbol “CLH” and quoted on the OTCQX under the symbol “CLHRF”. No suspensions regarding our common shares have occurred during the past 3 years.

 

B. Plan of Distribution

 

Not Applicable.

 

C. Markets

 

The common shares of the Company are listed on the TSX-V under the symbol “CLH”, in the United States quoted on the OTCQX under the symbol “CLHRF” and on the FSE under the symbol “GV8”.

 

D. Selling Shareholders

 

Not applicable.

 

 
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E. Dilution

 

Not applicable.

 

F. Expenses of the Issue

 

Not applicable.

 

Item 10. Additional Information

 

A. Share Capital

 

Not applicable.

 

B. Memorandum and Articles of Association

 

Carol Energy Corporation was incorporated on January 22, 1981 under the Company Act of the Province of British Columbia, which changed its name to Coral Energy Corporation on March 3, 1981. On September 9, 1987, Coral Energy Corporation changed its name to the Coral Gold Corp. On September 13, 2004, the Company changed its name to Coral Gold Resources Ltd. in conjunction with a 10:1 share consolidation.

 

Common Shares

 

All issued and outstanding common shares are fully paid and non-assessable. Each holder of record of common shares is entitled to one vote for each common share so held on all matters requiring a vote of shareholders, including the election of directors. The holders of common shares will be entitled to dividends on a pro-rata basis, if and when as declared by the board of directors. There are no preferences, conversion rights, preemptive rights, subscription rights, or restrictions or transfers attached to the common shares. In the event of liquidation, dissolution, or winding up of the Company, the holders of common shares are entitled to participate in the assets of the Company available for distribution after satisfaction of the claims of creditors.

 

Powers and Duties of Directors

 

The directors shall manage or supervise the management of the affairs and business of the Company and shall have authority to exercise all such powers of the Company as are not, by the British Columbia Business Corporations Act or by the Memorandum or Articles, required to be exercised by the Company in a general meeting.

 

Directors will serve as such until the next annual meeting. In general, a director who is, in any way, directly or indirectly interested in an existing or proposed contract or transaction with the Company whereby a duty or interest might be created to conflict with his duty or interest as a director, that director shall declare the nature and extent of his interest in such contract or transaction or the conflict or potential conflict with his duty and interest as a director. Such director shall not vote in respect of any such contract or transaction with the Company in which he is interested and if he shall do so, his vote shall not be counted, but he shall be counted in the quorum present at the meeting at which such vote is taken. However, notwithstanding the foregoing, directors shall have the right to vote on determining the remuneration of the directors.

 

The directors may from time to time on behalf of the Company: (a) borrow money in such manner and amount from such sources and upon such terms and conditions as they think fit; (b) issue bonds, debentures and other debt obligations; and/or (c) mortgage, charge or give other security on the whole or any part of the property and assets of the Company.

 

Currently, there are no residency requirements in British Columbia (“BC”) for directors of BC companies. The director must be of the full age of 18 years and there is no minimum share ownership to be a director. No person shall be a director of the Company who is not capable of managing their own affairs, is an un-discharged bankrupt, convicted of an offense in connection with the promotion, formation or management of a corporation or involved in fraud within the last five years, or a person that has had a registration in any capacity under the “British Columbia Securities Act” or the “British Columbia Mortgage Brokers Act” canceled within the last five years.

 

 
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Shareholders

 

An annual general meeting shall be held once in every calendar year at such time and place as may be determined by the directors. A quorum at an annual general meeting and special meeting shall be two shareholders or one or more proxy holder representing two shareholders, or one shareholder and a proxy holder representing another shareholder. There is no limitation imposed by the laws of Canada or by the charter or other constituent documents of the Company on the right of a non-resident to hold or vote the common shares, other than as provided in the Investment Canada Act, (the “Investment Act”) discussed below under “Item 10. Additional Information, D. Exchange Controls.”

 

In accordance with British Columbia law, directors shall be elected by an “ordinary resolution” which means: (a) a resolution passed by the shareholders of the Company at a general meeting by a simple majority of the votes cast in person or by proxy: or (b) a resolution that has been submitted to the shareholders of the Company who would have been entitled to vote on it in person or by proxy at a general meeting of the Company and that has been consented to in writing by such shareholders of the Company holding shares carrying not less than the requisite majority of the votes entitled to be cast on it.

 

Under British Columbia law certain items such as an amendment to the Company’s Articles or entering into a merger requires approval by a special resolution which means: (a) a resolution passed by a majority of not less than the requisite majority of the votes cast by the shareholders of the Company who, being entitled to do so, vote in person or by proxy at a general meeting of the company; or (b) a resolution consented to in writing by every shareholder of the Company who would have been entitled to vote in person or by proxy at a general meeting of the Company, and a resolution so consented to is deemed to be a special resolution passed at a general meeting of the Company.

 

C. Material Contracts

 

The Company entered into an Asset Purchase Agreement dated June 20, 2016 with Barrick Cortez Inc., a subsidiary of Barrick Gold Corp., for the sale of the Robertson Property in Lander County, Nevada, to Barrick. A copy of the Agreement was filed on “SEDAR” on June 21, 2016 and is discussed in more details under the Property, Plant, and Equipment section above.

 

The Company entered into a cost sharing agreement dated October 1, 1997 and amended November 1, 2003 to reimburse Oniva International for a variable percentage of Oniva’s overhead expenses, to reimburse 100% of Oniva’s out-of-pocket expenses incurred on behalf of the company, and to pay to Oniva a percentage fee based on the total overhead and corporate expenses. The agreement may be terminated with one month notice by either party.

 

On February 1, 2020, the Company renewed its consulting agreement with Intermark Capital Corporation, a company owned by David Wolfin for another five years ending on January 31, 2025.

 

D. Exchange Controls

 

Canada has no system of exchange controls. There are no Canadian restrictions on the repatriation of capital or earnings of a Canadian public company to non-resident investors. There are no laws in Canada or exchange restrictions affecting the remittance of dividends, profits, interest, royalties and other payments to non-resident holders of the Issuer’s securities, except as discussed below under “Item 10. Additional Information, E. Taxation.”

 

There are no limitations under the laws of Canada or in the organizing documents of the Company on the right of foreigners to hold or vote securities of the Company, except that the Investment Canada Act may require review and approval by the Minister of Industry (Canada) of certain acquisitions of “control” of the Company by a “non-Canadian”. The threshold for acquisitions of control is generally defined as being one-third or more of the voting shares of the Company. “Non-Canadian” generally means an individual who is not a Canadian citizen, or a corporation, partnership, trust or joint venture that is ultimately controlled by non-Canadians.

 

 
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E. Taxation

 

Canadian Federal Income Tax Consequences

 

The following summarizes the principal Canadian federal income tax consequences applicable to the holding and disposition of common shares in the capital of the Company by a United States resident, and who holds common shares solely as capital property, referred to as a “U.S. Holder”. This summary is based on the current provisions of the Income Tax Act (Canada) (the “Tax Act”), the regulations thereunder, all amendments thereto publicly proposed by the government of Canada, the published administrative practices of Revenue Canada, Customs, Excise and Taxation, and on the current provisions of the Canada‑United States Income Tax Convention, 1980, as amended, referred to as the “Treaty”. Except as otherwise expressly provided, this summary does not take into account any provincial, territorial or foreign (including without limitation, any U.S.) tax law or treaty. It has been assumed that all currently proposed amendments will be enacted substantially as proposed and that there is no other relevant change in any governing law or practice, although no assurance can be given in these respects.

 

Each U.S. Holder is advised to obtain tax and legal advice applicable to such U.S. Holder’s particular circumstances.

 

Every U.S. Holder is liable to pay a Canadian withholding tax on every dividend that is or is deemed to be paid or credited to the U.S. Holder on the U.S. Holder’s common shares. The statutory rate of withholding tax is 25% of the gross amount of the dividend paid. The Treaty reduces the statutory rate with respect to dividends paid to a U.S. Holder for the purposes of the Treaty. Where applicable, the general rate of withholding tax under the Treaty is 15% of the gross amount of the dividend, but if the U.S. Holder is a company that owns at least 10% of the voting stock of the Company and beneficially owns the dividend, the rate of withholding tax is 5% for dividends paid or credited after 1996 to such corporate U.S. Holder. The Company is required to withhold the applicable tax from the dividend payable to the U.S. Holder, and to remit the tax to the Receiver General of Canada for the account of the U.S. Holder.

 

Pursuant to the Tax Act, a U.S. Holder will not be subject to Canadian capital gains tax on any capital gain realized on an actual or deemed disposition of a common share, including a deemed disposition on death, provided that the U.S. Holder did not hold the common share as capital property used in carrying on a business in Canada, and that neither the U. S. Holder nor persons with whom the U.S. Holder did not deal at arm’s length (alone or together) owned or had the right or an option to acquire 25% or more of the issued shares of any class of the Company at any time in the five years immediately preceding the disposition.

 

United States Federal Income Tax Consequences

 

The following is a general summary of certain material U.S. federal income tax considerations applicable to a U.S. Holder (as defined below) arising from the ownership and disposition of the common shares. This summary applies only to U.S. Holders who hold common shares as capital assets (generally, property held for investment).

 

This summary is for general information purposes only and does not purport to be a complete analysis or listing of all potential U.S. federal income tax considerations that may apply to a U.S. Holder as a result of the ownership and disposition of common shares. In addition, this summary does not take into account the individual facts and circumstances of any particular U.S. Holder that may affect the U.S. federal income tax consequences to such U.S. Holder, including specific tax consequences to a U.S. Holder under an applicable tax treaty. Accordingly, this summary is not intended to be, and should not be construed as, legal or U.S. federal income tax advice with respect to any particular U.S. Holder. In addition, this summary does not address the U.S. federal alternative minimum, U.S. federal estate and gift, U.S. Medicare contribution, U.S. state and local, or non-U.S. tax consequences of the acquisition, ownership or disposition of common shares. Except as specifically set forth below, this summary does not discuss applicable tax reporting requirements. Each U.S. Holder should consult its own tax advisor regarding all U.S. federal, U.S. state and local and non-U.S. tax consequences of the ownership and disposition of common shares.

 

No opinion from U.S. legal counsel or ruling from the Internal Revenue Service (the “IRS”) has been requested, or will be obtained, regarding the U.S. federal income tax consequences of the ownership or disposition of common shares. This summary is not binding on the IRS, and the IRS is not precluded from taking a position that is different from, and contrary to, any position taken in this summary. In addition, because the authorities upon which this summary is based are subject to various interpretations, the IRS and the U.S. courts could disagree with one or more of the positions taken in this summary.

 

 
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Scope of This Disclosure

 

Authorities This summary is based on the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations (whether final, temporary, or proposed), published rulings of the IRS, published administrative positions of the IRS, the Convention Between Canada and the United States of America with Respect to Taxes on Income and on Capital, signed September 26, 1980, as amended (the “Canada-U.S. Tax Convention”), and U.S. court decisions that are applicable and, in each case, as in effect and available, as of the date hereof. Any of the authorities on which this summary is based could be changed in a material and adverse manner at any time, and any such change could be applied on a retroactive or prospective basis which could affect the U.S. federal income tax considerations described in this summary. This summary does not discuss the potential effects, whether adverse or beneficial, of any proposed legislation that, if enacted, could be applied on a retroactive or prospective basis.

 

U.S. Holders. For purposes of this summary, the term “U.S. Holder” means a beneficial owner of common shares that is for U.S. federal income tax purposes:

 

 

·

An individual who is a citizen or resident of the U.S.;

 

·

A corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the U.S., any state thereof or the District of Columbia;

 

·

An estate the income of which is subject to U.S. federal income taxation regardless of its source; or

 

·

A trust that (a) is subject to the primary supervision of a court within the U.S. and the control of one or more U.S. persons for all substantial decisions or (b) has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.

 

Non-U.S. Holders. For purposes of this summary, a “non-U.S. Holder” is a beneficial owner of common shares that is not a partnership (or other “pass-through” entity) for U.S. federal income tax purposes and is not a U.S. Holder. This summary does not address the U.S. federal income tax considerations applicable to non-U.S. Holders arising from the ownership or disposition of common shares.

 

Accordingly, a non-U.S. Holder should consult its own tax advisor regarding all U.S. federal, U.S. state and local, and non-U.S. tax consequences (including the potential application of and operation of any income tax treaties) relating to the purchase of the common shares pursuant to the Offering and the ownership or disposition of common shares.

 

U.S. Holders Subject to Special U.S. Federal Income Tax Rules Not Addressed

 

This summary does not address the U.S. federal income tax considerations of ownership or disposition of common shares by U.S. Holders that are subject to special provisions under the Code, including, but not limited to, the following: (a) tax-exempt organizations, qualified retirement plans, individual retirement accounts, or other tax-deferred accounts; (b) financial institutions, underwriters, insurance companies, real estate investment trusts, or regulated investment companies; (c) broker-dealers, dealers, or traders in securities or currencies that elect to apply a “mark-to-market” accounting method; (d) U.S. Holders that have a “functional currency” other than the U.S. dollar; (e) U.S. Holders that own common shares as part of a straddle, hedging transaction, conversion transaction, constructive sale, or other arrangement involving more than one position; (f) U.S. Holders that acquire common shares in connection with the exercise of employee stock options or otherwise as compensation for services; (g) U.S. Holders that hold common shares other than as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment purposes); (h) U.S. Holders that own directly, indirectly, or by attribution, 10% or more, by voting power or value, of the outstanding stock of the Company; and (i) U.S. Holders subject to Section 451(b) of the Code. This summary also does not address the U.S. federal income tax considerations applicable to U.S. Holders who are: (a) U.S. expatriates or former long-term residents of the U.S.; (b) persons that have been, are, or will be a resident or deemed to be a resident in Canada for purposes of the Tax Act; (c) persons that use or hold, will use or hold, or that are or will be deemed to use or hold common shares in connection with carrying on a business in Canada; (d) persons whose common shares constitute “taxable Canadian property” under the Tax Act; or (e) persons that have a permanent establishment in Canada for purposes of the Canada-U.S. Tax Convention. U.S. Holders that are subject to special provisions under the Code, including U.S. Holders described immediately above, should consult their own tax advisors regarding all U.S. federal, U.S. state and local, and non-U.S. tax consequences (including the potential application and operation of any income tax treaties) relating to the acquisition, ownership, or disposition of common shares.

 

 
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If an entity or arrangement that is classified as a partnership (or other “pass-through” entity) for U.S. federal income tax purposes holds common shares, the U.S. federal income tax consequences to such partnership and the partners (or other owners) of such partnership of the ownership, or disposition of the common shares generally will depend on the activities of the partnership and the status of such partners (or other owners). This summary does not address the U.S. federal income tax consequences for any such partner or partnership (or other “pass-through” entity or its owners). Owners of entities and arrangements that are classified as partnerships (or other “pass-through” entities) for U.S. federal income tax purposes should consult their own tax advisors regarding the U.S. federal income tax consequences of the ownership or disposition of common shares.

 

Sale or Other Taxable Disposition of Common Shares

 

Subject to the PFIC rules discussed below, upon the sale or other taxable disposition of common shares, a U.S. Holder generally will recognize a capital gain or loss in an amount equal to the difference between the amount of cash plus the fair market value of any property received and such U.S. Holder’s tax basis in the common shares sold or otherwise disposed of. Such capital gain or loss will generally be a long-term capital gain or loss if, at the time of the sale or other taxable disposition, the U.S. Holder’s holding period for the common shares is more than one year. Preferential tax rates apply to long-term capital gains of non-corporate U.S. Holders. Deductions for capital losses are subject to significant limitations under the Code. A U.S. Holder’s tax basis in common shares generally will be such U.S. Holder’s U.S. dollar cost for such common shares.

 

PFIC Status of the Company

 

The Company has not performed an analysis of whether or not it will be deemed a PFIC for its current taxable year. If the Company is or becomes a PFIC, the foregoing description of the U.S. federal income tax consequences to U.S. Holders of the acquisition, ownership and disposition of Common Shares will be different. The U.S. federal income tax consequences of owning and disposing of common shares if the Company is or becomes a PFIC are described below under the heading “Tax Consequences if the Company is a PFIC.”

 

A non-U.S. corporation is a PFIC for each tax year in which (i) 75% or more of its gross income is passive income (as defined for U.S. federal income tax purposes) (the “income test”) or (ii) 50% or more (by value) of its assets (based on an average of the quarterly values of the assets during such tax year) either produce or are held for the production of passive income (the “asset test”). For purposes of the PFIC provisions, “gross income” generally includes sales revenues less cost of goods sold, plus income from investments and from incidental or other operations or sources, and “passive income” generally includes dividends, interest, certain rents and royalties, certain gains from commodities or securities transactions and the excess of gains over losses from the disposition of certain assets which product passive income. If a non-U.S. corporation owns at least 25% (by value) of the stock of another corporation, the non-U.S. corporation is treated, for purposes of the income test and asset test, as owning its proportionate share of the assets of the other corporation and as receiving directly its proportionate share of the other corporation’s income.

 

Under certain attribution and indirect ownership rules, if the Company is a PFIC, U.S. Holders will generally be deemed to own their proportionate share of the Company’s direct or indirect equity interest in any company that is also a PFIC (a “Subsidiary PFIC”), and will be subject to U.S. federal income tax on their proportionate share of (a) any “excess distributions,” as described below, on the stock of a Subsidiary PFIC and (b) a disposition or deemed disposition of the stock of a Subsidiary PFIC by the Company or another Subsidiary PFIC, both as if such U.S. Holders directly held the shares of such Subsidiary PFIC. In addition, U.S. Holders may be subject to U.S. federal income tax on any indirect gain realized on the stock of a Subsidiary PFIC on the sale or disposition of common shares. Accordingly, U.S. Holders should be aware that they could be subject to tax even if no distributions are received and no redemptions or other dispositions of the Company’s common shares are made.

 

The determination of PFIC status is inherently factual, is subject to a number of uncertainties, and can be determined only annually at the close of the tax year in question. Additionally, the analysis depends, in part, on the application of complex U.S. federal income tax rules, which are subject to differing interpretations. There can be no assurance that the Company will or will not be determined to be a PFIC for the current tax year or any prior or future tax year, and no opinion of legal counsel or ruling from the IRS concerning the status of the Company as a PFIC has been obtained or will be requested. U.S. Holders should consult their own U.S. tax advisors regarding the PFIC status of the Company.

 

 
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Tax Consequences if the Company is a PFIC

 

If the Company is a PFIC for any tax year during which a U.S. Holder holds common shares, special rules may increase such U.S. Holder’s U.S. federal income tax liability with respect to the ownership and disposition of such common shares. If the Company is a PFIC for any tax year during which a U.S. Holder owns common shares, the Company will be treated as a PFIC with respect to such U.S. Holder for that tax year and for all subsequent tax years, regardless of whether the Company meets the income test or the asset test for such subsequent tax years, unless the U.S. Holder makes a “deemed sale” election with respect to the common shares. If the election is made, the U.S. Holder will be deemed to sell the common shares it holds at their fair market value on the last day of the last taxable year in which we qualified as a PFIC, and any gain recognized from such deemed sale would be taxed under the PFIC excess distribution regime. After the deemed sale election, the U.S. Holder’s common shares would not be treated as shares of a PFIC unless the Company subsequently becomes a PFIC. U.S. Holders should consult their own U.S. tax advisors regarding the availability and desirability of a deemed sale election.

 

Under the default PFIC rules:

 

 

·

 

Any gain realized on the sale or other disposition (including dispositions and certain other events that would not otherwise be treated as taxable events) of common shares (including an indirect disposition of the stock of any Subsidiary PFIC) and any “excess distribution” (defined as a distribution to the extent it (together with all other distributions received in the relevant tax year) exceeds 125% of the average annual distribution received during the shorter of the preceding three years or the U.S. Holder’s holding period for the common shares) received on common shares or with respect to the stock of a Subsidiary PFIC will be allocated ratably to each day of such U.S. Holder’s holding period for the common shares;

 

·

The amount allocated to the current tax year and any year prior to the first year in which the Company was a PFIC will be taxed as ordinary income in the current year;

 

·

The amount allocated to each of the other tax years (the “Prior PFIC Years”) will be subject to tax at the highest ordinary income tax rate in effect for the applicable class of taxpayer for that year; and

 

 

·

An interest charge will be imposed with respect to the resulting tax attributable to each Prior PFIC Year.

 

A U.S. Holder that makes a timely and effective “mark-to-market” election under Section 1296 of the Code (a “Mark-to-Market Election”) or a timely and effective election to treat the Company and each Subsidiary PFIC as a “qualified electing fund” (a “QEF”) under Section 1295 of the Code (a “QEF Election”) may generally mitigate or avoid the default PFIC rules described above with respect to common shares U.S. Holders should be aware that there can be no assurance that the Company has satisfied or will satisfy the recordkeeping requirements that apply to a QEF or that the Company has supplied or will supply U.S. Holders with information such U.S. Holders require to report under the QEF rules in the event that the Company is a PFIC for any tax year.

 

 
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A timely and effective QEF Election requires a U.S. Holder to include currently in gross income each year its pro rata share of the Company’s ordinary earnings and net capital gains, regardless of whether such earnings and gains are actually distributed. Thus, a U.S. Holder could have a tax liability with respect to such ordinary earnings or gains without a corresponding receipt of cash from the Company. If the Company is a QEF with respect to a U.S. Holder, the U.S. Holder’s basis in the common shares will be increased to reflect the amount of the taxed but undistributed income. Distributions of income that had previously been taxed will result in a corresponding reduction of basis in the common shares and will not be taxed again as a distribution to a U.S. Holder. Taxable gains on the disposition of common shares by a U.S. Holder that has made a timely and effective QEF Election are generally capital gains. A U.S. Holder must make a QEF Election for the Company and each Subsidiary PFIC if it wishes to have this treatment. To make a QEF Election, a U.S. Holder will need to have an annual information statement from the Company setting forth the ordinary earnings and net capital gains for the year and the Company may not provide this statement, in which case a QEF Election cannot be made. In general, a U.S. Holder must make a QEF Election on or before the due date for filing its income tax return for the first year to which the QEF Election will apply. Under applicable Treasury Regulations, a U.S. Holder will be permitted to make retroactive elections in particular, but limited, circumstances, including if it had a reasonable belief that the Company was not a PFIC and did not file a protective election. If a U.S. Holder owns PFIC stock indirectly through another PFIC, separate QEF Elections must be made for the PFIC in which the U.S. Holder is a direct shareholder and the Subsidiary PFIC for the QEF rules to apply to both PFICs.

 

Each U.S. Holder should consult its own tax advisor regarding the availability and desirability of, and procedure for, making a timely and effective QEF Election (including a “pedigreed” QEF election where necessary) for the Company and any Subsidiary PFIC.

 

Alternatively, a Mark-to-Market Election may be made with respect to “marketable stock” in a PFIC if which is stock that is “regularly traded” on a “qualified exchange or other market” (within the meaning of the Code and the applicable U.S. Treasury Regulations). A class of stock that is traded on one or more qualified exchanges or other markets is considered to be “regularly traded” for any calendar year during which such class of stock is traded in other than de minimis quantities on at least 15 days during each calendar quarter. If the common shares are considered to be “regularly traded” within this meaning, then a U.S. Holder generally will be eligible to make a Mark-to-Market Election with respect to its common shares. However, there is no assurance that the common shares will be or remain “regularly traded” for this purpose. A Mark-to-Market Election may not be made with respect to the stock of any Subsidiary PFIC. Hence, a Mark-to-Market Election will not be effective to eliminate the application of the default PFIC rules, described above, with respect to deemed dispositions of Subsidiary PFIC stock, or excess distributions with respect to a Subsidiary PFIC.

 

A U.S. Holder that makes a timely and effective Mark-to-Market Election with respect to common shares generally will be required to recognize as ordinary income in each tax year in which the Company is a PFIC an amount equal to the excess, if any, of the fair market value of such shares as of the close of such taxable year over the U.S. Holder’s adjusted tax basis in such shares as of the close of such taxable year. A U.S. Holder’s adjusted tax basis in the common shares generally will be increased by the amount of ordinary income recognized with respect to such shares. If the U.S. Holder’s adjusted tax basis in the common shares as of the close of a tax year exceeds the fair market value of such shares as of the close of such taxable year, the U.S. Holder generally will recognize an ordinary loss, but only to the extent of net mark-to-market income recognized with respect to such shares for all prior taxable years. A U.S. Holder’s adjusted tax basis in its common shares generally will be decreased by the amount of ordinary loss recognized with respect to such shares. Any gain recognized upon a disposition of the common shares generally will be treated as ordinary income, and any loss recognized upon a disposition generally will be treated as an ordinary loss to the extent of net mark-to-market income recognized for all prior taxable years. Any loss recognized in excess thereof will be taxed as a capital loss. Capital losses are subject to significant limitations under the Code.

 

Each U.S. Holder should consult its own tax advisor regarding the availability and desirability of, and procedure for, making a timely and effective Mark-to-Market Election with respect to the common shares.

 

 
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Foreign Tax Credit

 

A U.S. Holder that pays (whether directly or through withholding) Canadian income tax in connection with the ownership or disposition of common shares may (under certain circumstances) be entitled to receive either a deduction or a credit for such Canadian income tax paid generally at the election of such U.S. Holder. Generally, a credit will reduce a U.S. Holder’s U.S. federal income tax liability on a dollar-for-dollar basis, whereas a deduction will reduce a U.S. Holder’s income subject to U.S. federal income tax. This election is made on a year-by-year basis and applies to all creditable foreign taxes paid (whether directly or through withholding) by a U.S. Holder during a year.

 

Complex limitations apply to the foreign tax credit, including the general limitation that the credit cannot exceed the proportionate share of a U.S. Holder’s U.S. federal income tax liability that such U.S. Holder’s “foreign source” taxable income bears to such U.S. Holder’s worldwide taxable income. In applying this limitation, a U.S. Holder’s various items of income and deduction must be classified, under complex rules, as either “foreign source” or “U.S. source.” Generally, dividends paid by a non-U.S. corporation should be treated as foreign source for this purpose, and gains recognized on the sale of securities of a non-U.S. corporation by a U.S. Holder should be treated as U.S. source for this purpose, except as otherwise provided in an applicable income tax treaty and if an election is properly made under the Code. However, the amount of a distribution with respect to the common shares that is treated as a “dividend” may be lower for U.S. federal income tax purposes than it is for Canadian federal income tax purposes, resulting in a reduced foreign tax credit allowance to a U.S. Holder. In addition, this limitation is calculated separately with respect to specific categories of income. The foreign tax credit rules are complex, and each U.S. Holder should consult its own U.S. tax advisor regarding the foreign tax credit rules.

 

Special rules apply to the amount of foreign tax credit that a U.S. Holder may claim on a distribution, including a constructive distribution, from a PFIC. Subject to such special rules, non-U.S. taxes paid with respect to any distribution in respect of stock in a PFIC are generally eligible for the foreign tax credit. The rules relating to distributions by a PFIC and their eligibility for the foreign tax credit are complicated, and a U.S. Holder should consult its own tax advisor regarding their application to the U.S. Holder.

 

Receipt of Foreign Currency

 

The amount of any distribution or proceeds paid in Canadian dollars to a U.S. Holder in connection with the ownership of common shares, or on the sale or other taxable disposition of common shares will be included in the gross income of a U.S. Holder as translated into U.S. dollars calculated by reference to the exchange rate prevailing on the date of actual or constructive receipt of the payment, regardless of whether the Canadian dollars are converted into U.S. dollars at that time. If the Canadian dollars received are not converted into U.S. dollars on the date of receipt, a U.S. Holder will have a basis in the Canadian dollars equal to their U.S. dollar value on the date of receipt. Any U.S. Holder who receives payment in Canadian dollars and engages in a subsequent conversion or other disposition of the Canadian dollars may have a foreign currency exchange gain or loss that would generally be treated as ordinary income or loss, and generally will be U.S. source income or loss for foreign tax credit purposes. Different rules apply to U.S. Holders who use the accrual method with respect to foreign currency.

 

Each U.S. Holder should consult its own U.S. tax advisor regarding the U.S. federal income tax consequences of receiving, owning, and disposing of Canadian dollars.

 

Information Reporting; Backup Withholding

 

Under U.S. federal income tax law, certain categories of U.S. Holders must file information returns with respect to their investment in, or involvement in, a non-U.S. corporation. For example, U.S. return disclosure obligations (and related penalties) are imposed on individuals who are U.S. Holders that hold certain specified foreign financial assets in excess of certain threshold amounts. The definition of “specified foreign financial assets” includes not only financial accounts maintained in non-U.S. financial institutions, but also, if held for investment and not in an account maintained by certain financial institutions, any stock or security issued by a non-U.S. person, any financial instrument or contract that has an issuer or counterparty other than a U.S. person and any interest in a non-U.S. entity. A U.S. Holder may be subject to these reporting requirements unless such U.S. Holder’s common shares are held in an account at certain financial institutions. Penalties for failure to file certain of these information returns are substantial. U.S. Holders should consult with their own tax advisors regarding the requirements of filing information returns on IRS Form 8938, and, if applicable, filing obligations relating to the PFIC rules, including possible reporting on an IRS Form 8621.

 

 
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Payments made within the U.S. or by a U.S. payor or U.S. middleman of (a) distributions on the common shares, and (b) proceeds arising from the sale or other taxable disposition of common shares generally will be subject to information reporting. In addition, backup withholding, currently at a rate of 24%, may apply to such payments if a U.S. Holder (a) fails to furnish such U.S. Holder’s correct U.S. taxpayer identification number (generally on IRS Form W-9), (b) furnishes an incorrect U.S. taxpayer identification number, (c) is notified by the IRS that such U.S. Holder has previously failed to properly report items subject to backup withholding, or (d) fails to certify, under penalty of perjury, that such U.S. Holder has furnished its correct U.S. taxpayer identification number and that the IRS has not notified such U.S. Holder that it is subject to backup withholding. Certain exempt persons generally are excluded from these information reporting and backup withholding rules. Backup withholding is not an additional tax. Any amounts withheld under the U.S. backup withholding rules will be allowed as a credit against a U.S. Holder’s U.S. federal income tax liability, if any, or will be refunded, if such U.S. Holder furnishes required information to the IRS in a timely manner. The information reporting and backup withholding rules may apply even if, under the Canada-U.S. Tax Convention, payments are eligible for a reduced withholding rate.

 

The discussion of reporting requirements set forth above is not intended to constitute an exhaustive description of all reporting requirements that may apply to a U.S. Holder. A failure to satisfy certain reporting requirements may result in an extension of the time period during which the IRS can assess a tax, and, under certain circumstances, such an extension may apply to assessments of amounts unrelated to any unsatisfied reporting requirement. Each U.S. Holder should consult its own tax advisor regarding the information reporting and backup withholding rules.

 

The Effect of Comprehensive U.S. Tax Reform Legislation On The Company, Whether Adverse Or Favorable, Is Uncertain.

 

On December 22, 2017, President Trump signed into law H.R. 1, “An Act to provide for reconciliation pursuant to titles II and V of the concurrent resolution on the budget for fiscal year 2018” (informally titled the “Tax Cuts and Jobs Act”). Among a number of significant changes to the U.S. federal income tax rules, the Tax Cuts and Jobs Act reduces the marginal U.S. corporate income tax rate from 35% to 21%, limits the deduction for net interest expense, shifts the United States toward a more territorial tax system, and imposes new taxes to combat erosion of the U.S. federal income tax base. The effect of the Tax Cuts and Jobs Act on the Company and its subsidiaries, whether adverse or favorable, is uncertain, and may not become evident for some period of time. Each U.S. Holder is urged to consult its own tax adviser regarding the implications of the Tax Cuts and Jobs Act of holding of our common shares.

 

THE ABOVE SUMMARY IS NOT INTENDED TO CONSTITUTE A COMPLETE ANALYSIS OF ALL U.S. TAX CONSIDERATIONS APPLICABLE TO U.S. HOLDERS WITH RESPECT TO THE OWNERSHIP, EXERCISE OR DISPOSITION OF COMMON SHARES. U.S. HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE TAX CONSIDERATIONS APPLICABLE TO THEM IN THEIR PARTICULAR CIRCUMSTANCES.

 

F. Dividends and Paying Agents

 

Not applicable.

 

G. Statement by Experts

 

Not applicable.

 

H. Documents on Display

 

The Company is required to file financial statements and other information with the Securities Commission in the Provinces of British Columbia, Ontario and Alberta, electronically through the Canadian System for Electronic Document Analysis and Retrieval (“SEDAR”) which can be viewed at www.sedar.com.

 

 
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The Company files annual reports and furnishes other information with the SEC. You may read and copy any document that we file at the SEC’s Public Reference Room at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549 or by accessing the Commission’s website (http://www.sec.gov).

 

Copies of the Company’s material contracts are kept in the Company’s administrative headquarters.

 

I. Subsidiary Information

 

Not applicable.

 

Item 11. Quantitative and Qualitative Disclosures About Market Risks

 

The Audit Committee of our board of directors regularly reviews foreign exchange and interest rates. Our policy prohibits the use of financial instruments for speculative purposes. See Note 14 in our annual audited consolidated Financial Statements contained in this Annual Report for quantitative and qualitative disclosure of market risk.

 

Item 12. Description of Securities Other than Equity Securities

 

Not applicable.

 

 
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PART II

 

Item 13. Defaults, Dividend Arrearages and Delinquencies

 

Not Applicable.

 

Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds

 

Not Applicable.

 

Item 15. Controls and Procedures

 

Disclosure Controls and Procedures

 

As required by paragraph (b) of Rules 13a-15 or 15d-15 under the Exchange Act, the Company’s principal executive officer and principal financial officer evaluated the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this Annual Report on Form 20-F. Based on the evaluation, these officers concluded that as of the end of the period covered by this Annual Report on Form 20-F, our disclosure controls and procedures were not effective to ensure that the information required to be disclosed by the Company in reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time period specified in the rules and forms of the SEC. These disclosure controls and procedures include controls and procedures designed to ensure that such information is accumulated and communicated to the Company’s management, including the Company’s principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. The conclusion that our disclosure controls and procedures were not effective was due to the presence of material weaknesses in internal control over financial reporting as identified below under the heading “Management’s Report on Internal Control Over Financial Reporting.”

 

Management anticipates that such disclosure controls and procedures will not be effective until the material weaknesses are remediated. The Company intends to remediate the material weaknesses as set out below.

 

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within the Company have been detected.

 

Management’s Annual Report on Internal Control Over Financial Reporting

 

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) for the Company. The Company’s internal control over financial reporting is designed to provide reasonable assurance, not absolute assurance, regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with International Financial Reporting Standards. Internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with International Financial Reporting Standards, and that the Company’s receipts and expenditures are being made only in accordance with authorizations of the Company’s management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the Company’s consolidated financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions and that the degree of compliance with the policies or procedures may deteriorate.

 

 
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The Company’s management, including the Company’s principal executive officer and principal financial officer, along with an independent consultant, conducted an evaluation of the design and operation of the Company’s internal control over financial reporting as of January 31, 2020 based on the criteria set forth in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation. Based on this evaluation, the Company’s management concluded the Company’s internal control over financial reporting was not effective as at January 31, 2020 due to the following material weaknesses: (i) due to the limited number of staff resources, the Company believes there are instances where a lack of segregation of duties exist to provide effective controls; and (ii) due to the limited number of staff resources, the Company may not have the necessary in-house knowledge to address complex accounting and tax issues that may arise. During the period covered by this annual report on Form 20-F, we have not been able to remediate the material weaknesses identified above.

 

The Company’s internal control over financial reporting was not subject to attestation by the Company’s independent registered public accounting firm pursuant to the rules of the SEC that permit us to provide only management’s report in this annual report.

 

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.

 

Attestation Report of the Registered Public Accounting Firm

 

An attestation report by the Company’s Registered Public Accounting Firm is not required because the Company is not an accelerated flier.

 

Changes in Internal Control over Financial Reporting

 

There were no changes in internal control over financial reporting in the year ended January 31, 2020.

 

Item 16. [Reserved]

 

Not Applicable.

 

Item 16A. Audit Committee Financial Expert

 

The Board determined that Mr. Andrew Kaplan is an “audit committee financial expert” as defined in Item 16A of Form 20-F under the Exchange Act, and that Mr. Kaplan is independent as defined in the NASDAQ listing rules.

 

Item 16B. Code of Ethics

 

The Company has not adopted a code of ethics but is evaluating its internal procedures to determine the necessity of same. In the event that it is determined that a code of ethics is necessary, an appropriate code will be implemented.

 

Item 16C. Principal Accountant Fees and Services

 

The independent auditor for the years ended January 31, 2020 and 2019 was Manning Elliott LLP.

 

Audit Fees

 

The aggregate fees billed by Manning Elliott LLP for the audit of the Company’s annual financial statements for the fiscal year ended January 31, 2020 are estimated to be $35,000. The aggregate fees billed by Manning Elliott LLP for the fiscal year ended January 31, 2019 were $42,500.

 

Audit-Related Fees

 

The audit related fees billed by Manning Elliott LLP for the year ended January 31, 2020 are estimated to be $2,000. The audit related fees billed by Manning Elliott for the year ended January 31, 2019 were $2,000. These fees relate to the services provided with respect to the Company’s Form 20-F.

 

 
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Tax Fees

 

The tax fees billed by Manning Elliott LLP for the year ended January 31, 2020 are estimated to be $3,250. The tax fees billed by Manning Elliott LLP for the year ended January 31, 2019 were $3,250. The services comprising these fees include compliance service with respect to Canadian tax filings.

 

All Other Fees

 

The aggregate fees billed for all other professional services rendered by the Company’s independent registered public accounting firm were $Nil for the fiscal years ended January 31, 2020 and 2019, respectively.

 

The Audit Committee approved the fees paid to the principal accountant for audit-related, tax and other fees in the year ended January 31, 2020 and 2019. The Audit Committee pre-approves all non-audit services to be performed by the auditor in accordance with the Audit Committee Charter. The percentage of hours expended on the principal accountant’s engagement to audit the Company’s financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees was 0%.

 

Item 16D. Exemptions from the Listing Standards for Audit Committees

 

Not applicable.

 

Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers

 

None.

 

Item 16F. Change in Registrant’s Certifying Accountant

 

Not applicable

 

Item 16G. Corporate Governance

 

Not applicable.

 

Item 16H. Mine Safety Disclosure

 

Each of the Company’s properties is in the exploration stage. We have no reportable events required under Item 16H.

 

 
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PART III

 

Item 17. Financial Statements

 

See Item 18.

 

Item 18. Financial Statements

 

The following Consolidated Financial Statements pertaining to the Company are filed as part of this annual report:

 

Report of Independent Registered Public Accounting Firm

 

47

 

Consolidated Statements of Financial Position

 

48

 

Consolidated Statements of Operations and Comprehensive Income (Loss)

 

49

 

Consolidated Statements of Changes in Equity

 

50

 

Consolidated Statements of Cash Flows

 

51

 

Notes to Consolidated Financial Statements

 

52-75

 

 

 
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Item 19. Exhibits

 

Exhibit Number

 

Name

1.1

 

Memorandum of Coral Gold Resources Ltd.*

1.2

 

Articles of Coral Gold Resources Ltd.*

1.3 

 

Amended Articles of Coral Gold Resources Ltd.

4.1

 

Consulting agreement between Coral Gold Resources Ltd. and Intermark Capital Corporation (David Wolfin) dated February 1, 2020

8.1

 

List of Subsidiaries

12.1

 

Certification of the Principal Executive Officer

12.2

 

Certification of the Principal Financial Officer

13.1

 

Certificate of Principal Executive Officer under the Sarbanes-Oxley Act

13.2

 

Certificate of Principal Financial Officer under the Sarbanes-Oxley Act

________ 

* Previously filed.

 

 
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CORAL GOLD RESOURCES LTD.

(an Exploration Stage Company)

 

Consolidated Financial Statements

 

 

For the Years Ended January 31, 2020, 2019, and 2018

 

(Expressed in Canadian Dollars)

  

 
-44-

      

Index

 

Page

 

Management’s Responsibility for Financial Reporting

 

46

 

Report of Independent Registered Public Accounting Firm

 

47

 

Consolidated Financial Statements

 

 

 

 

Consolidated Statements of Financial Position

 

48

 

Consolidated Statements of Operations and Comprehensive Income (Loss)

 

49

 

Consolidated Statements of Changes in Equity

 

50

 

Consolidated Statements of Cash Flows

 

51

 

Notes to the Consolidated Financial Statements

 

52 – 75

 

 
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MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL REPORTING

 

The consolidated financial statements of Coral Gold Resources Ltd. (the “Company”) are the responsibility of the Company’s management. The consolidated financial statements are prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and reflect management’s best estimates and judgment based on information currently available.

 

Management has developed and is maintaining a system of internal controls to ensure that the Company’s assets are safeguarded, transactions are authorized and properly recorded and financial information is reliable.

 

The Board of Directors is responsible for ensuring management fulfills its responsibilities. The Audit Committee reviews the results of the audit and the annual consolidated financial statements prior to their submission to the Board of Directors for approval.

 

The consolidated financial statements as at January 31, 2020 and 2019 and for the years ended January 31, 2020, 2019, and 2018 have been audited by Manning Elliott LLP, an independent registered public accounting firm, and their report outlines the scope of their examination and gives their opinion on the consolidated financial statements.

 

“David Wolfin” 

 

“Nathan Harte”

 

 

 

David Wolfin  

 

Nathan Harte, CPA

President & CEO   

 

Chief Financial Officer

May 14, 2020  

 

May 14, 2020

 

 
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Shareholders and the Board of Directors of

Coral Gold Resources Ltd.

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated financial statements of Coral Gold Resources Ltd. and its subsidiaries (the “Company”), which comprise the consolidated statements of financial position as at January 31, 2020 and 2019, and the consolidated statements of operations and comprehensive income (loss), consolidated statements of changes in equity and consolidated statements of cash flows for the years ended January 31, 2020, 2019 and 2018, and the related notes, including a summary of significant accounting policies and other explanatory information (collectively referred to as the “consolidated financial statements”).

 

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as at January 31, 2020 and 2019, and its financial performance and its cash flows for the years ended January 31, 2020, 2019 and 2018 in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

/s/ MANNING ELLIOTT LLP

 

CHARTERED PROFESSIONAL ACCOUNTANTS

 

Vancouver, Canada

 

May 14, 2020

 

We have served as the Company’s auditor since 2013.

 

 
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CORAL GOLD RESOURCES LTD.

Consolidated Statements of Financial Position

(Expressed in Canadian dollars)

  

 

 

Note

 

 

January 31, 2020

 

 

January 31, 2019

 

 

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

 

 

$ 10,688,861

 

 

$ 8,308,884

 

Term deposits

 

 

 

 

 

-

 

 

 

9,656,320

 

Other amounts receivable

 

 

 

 

 

8,369

 

 

 

7,064

 

Prepaid expenses

 

 

10b

 

 

389,742

 

 

 

33,966

 

Total current assets

 

 

 

 

 

 

11,086,972

 

 

 

18,006,234

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exploration and evaluation assets

 

 

6

 

 

 

280,079

 

 

 

236,887

 

Royalty receivable

 

 

7

 

 

 

4,205,261

 

 

 

3,969,356

 

Investments

 

 

8

 

 

 

2,674,862

 

 

 

10,280

 

Total assets

 

 

 

 

 

$ 18,247,174

 

 

$ 22,222,757

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

 

 

 

 

$ 56,548

 

 

$ 46,056

 

Amounts payable to related parties

 

 

10b

 

 

15,000

 

 

 

31,467

 

Current income tax liability

 

 

15

 

 

 

-

 

 

 

2,834,277

 

Total current liabilities

 

 

 

 

 

 

71,548

 

 

 

2,911,800

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deferred tax liability

 

 

15

 

 

 

44,000

 

 

 

55,000

 

Total liabilities

 

 

 

 

 

 

115,548

 

 

 

2,966,800

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

Share capital

 

 

9

 

 

 

43,043,557

 

 

 

43,833,127

 

Equity reserves

 

 

 

 

 

 

1,297,224

 

 

 

1,192,691

 

Accumulated other comprehensive income

 

 

 

 

 

 

31,062

 

 

 

4,611

 

Accumulated deficit

 

 

 

 

 

 

(26,250,537 )

 

 

(25,784,792 )

Equity Attributable to Shareholders of the Company

 

 

 

 

 

 

18,121,306

 

 

 

19,245,637

 

Equity Attributable to Non-Controlling Interests

 

 

 

 

 

 

10,320

 

 

 

10,320

 

Total Equity

 

 

 

 

 

 

18,131,626

 

 

 

19,255,957

 

Total Liabilities and Equity

 

 

 

 

 

$ 18,247,174

 

 

$ 22,222,757

 

 

Commitments – Note 11

Subsequent events – Note 17

 

Approved by the Board of Directors on May 14, 2020:

 

/s/ David Wolfin

Director

/s/ Ron Andrews

Director

 

The accompanying notes are an integral part of the consolidated financial statements

 

 
-48-

Table of Contents

 

CORAL GOLD RESOURCES LTD.

Consolidated Statements of Operations and Comprehensive Income (Loss)

For the years ended January 31, 2020, 2019, and 2018

(Expressed in Canadian dollars)

 

 

 

Note

 

 

2020

 

 

2019

 

 

2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating and Administrative Expenses

 

 

 

 

 

 

 

 

 

 

 

 

Consulting fees

 

 

 

 

$ 84,712

 

 

$ 60,000

 

 

$ 97,500

 

Depreciation

 

 

 

 

 

-

 

 

 

1,079

 

 

 

1,670

 

Directors’ fees

 

 

 

 

 

60,000

 

 

 

52,500

 

 

 

33,750

 

Finance costs

 

 

 

 

 

-

 

 

 

-

 

 

 

6,786

 

Investor relations

 

 

 

 

 

47,822

 

 

 

49,670

 

 

 

60,603

 

Management fees

 

 

 

 

 

72,000

 

 

 

72,000

 

 

 

154,500

 

Office and miscellaneous

 

 

 

 

 

116,370

 

 

 

55,001

 

 

 

28,123

 

Professional fees

 

 

 

 

 

67,112

 

 

 

66,702

 

 

 

169,845

 

Listing and filing fees

 

 

 

 

 

54,511

 

 

 

56,237

 

 

 

69,670

 

Salaries and benefits

 

 

 

 

 

224,547

 

 

 

118,686

 

 

 

159,457

 

Share-based payments

 

 

9

 

 

 

317,283

 

 

 

294,432

 

 

 

565,250

 

Travel

 

 

 

 

 

 

62,255

 

 

 

52,259

 

 

 

28,828

 

 

 

 

 

 

 

 

1,106,612

 

 

 

878,566

 

 

 

1,375,982

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss Before Other Items and Income Taxes

 

 

 

 

 

 

(1,106,612 )

 

 

(878,566 )

 

 

(1,375,982 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Items

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

 

 

 

 

262,729

 

 

 

233,671

 

 

 

-

 

Other income

 

 

 

 

 

 

-

 

 

 

3,784

 

 

 

-

 

Gain on sale of exploration and evaluation assets

 

 

5

 

 

 

-

 

 

 

-

 

 

 

5,871,719

 

Finance income

 

 

7

 

 

 

198,406

 

 

 

189,154

 

 

 

117,379

 

Gain on sale of investments

 

 

8

 

 

 

-

 

 

 

14,635

 

 

 

93,693

 

Foreign exchange gain (loss)

 

 

 

 

 

 

102,532

 

 

 

1,150,371

 

 

 

(907,286 )

Loss on sale of fixed assets

 

 

 

 

 

 

-

 

 

 

(15,641 )

 

 

(34,183 )

Other expenses

 

 

 

 

 

 

-

 

 

 

(289,136 )

 

 

-

 

Income (Loss) Before Income Taxes

 

 

 

 

 

 

(542,945 )

 

 

408,272

 

 

 

3,765,340

 

Income Tax Recovery (Expense)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current income tax recovery (expense)

 

 

15

 

 

 

-

 

 

 

309,024

 

 

 

(2,751,000 )

Deferred income tax recovery (expense)

 

 

15

 

 

 

11,000

 

 

 

(13,000 )

 

 

1,001,000

 

 

 

 

 

 

 

 

11,000

 

 

 

296,024

 

 

 

(1,750,000 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income (Loss)

 

 

 

 

 

 

(531,945 )

 

 

704,296

 

 

 

2,015,340

 

Other Comprehensive Income (Loss) –

Items that may be reclassified subsequently to income or loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized gain (loss) on available for sale securities

 

 

8

 

 

 

26,451

 

 

 

(19,197 )

 

 

(57,269 )

Comprehensive Income (Loss)

 

 

 

 

 

$ (505,494 )

 

$ 685,099

 

 

$ 1,958,071

 

Earnings (Loss) per Share - Basic and Diluted

 

 

 

 

 

$ (0.01 )

 

$ 0.01

 

 

$ 0.04

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average Number of Common Shares Outstanding

 

 

3

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

 

 

 

 

47,466,277

 

 

 

48,672,608

 

 

 

47,570,158

 

Diluted

 

 

 

 

 

 

47,466,277

 

 

 

49,826,429

 

 

 

50,509,282

 

 

The accompanying notes are an integral part of the consolidated financial statements

 

 
-49-

Table of Contents

 

CORAL GOLD RESOURCES LTD.

Consolidated Statements of Changes in Equity

(Expressed

 

 

 

Note

 

 

Number of Common Shares

 

 

Share Capital Amount

 

 

Reserve for Stock Options

 

 

Reserve for Warrants

 

 

Total Reserves

 

 

Accumulated Other Comprehensive Income

 

 

Accumulated Deficit

 

 

Non-Controlling Interest

 

 

Total

 

Balance, January 31, 2017

 

 

 

 

 

48,850,337

 

 

$ 45,495,382

 

 

$ 667,335

 

 

$ 404,469

 

 

$ 1,071,804

 

 

$ 81,077

 

 

$ (28,811,050 )

 

$ 10,320

 

 

$ 17,847,533

 

Common shares issued for cash:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercise of stock options

 

 

9

 

 

 

510,000

 

 

 

249,209

 

 

 

(98,609 )

 

 

-

 

 

 

(98,609 )

 

 

-

 

 

 

-

 

 

 

-

 

 

 

150,600

 

Exercise of warrants and compensation options

 

 

 

 

 

 

3,965,000

 

 

 

481,315

 

 

 

-

 

 

 

(76,565 )

 

 

(76,565 )

 

 

-

 

 

 

-

 

 

 

-

 

 

 

404,750

 

Less: Share issuance costs

 

 

 

 

 

 

-

 

 

 

(5,850 )

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(5,850 )

Common shares returned to treasury and cancelled

 

 

9

 

 

 

(4,150,000 )

 

 

(1,411,000 )

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(1,411,000 )

Common shares repurchased and cancelled

 

 

 

 

 

 

(911,500 )

 

 

(320,431 )

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(320,431 )

Common shares repurchased in treasury

 

 

 

 

 

 

(432,500 )

 

 

(132,309 )

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(132,309 )

Share-based payments

 

 

9

 

 

 

-

 

 

 

-

 

 

 

565,250

 

 

 

-

 

 

 

565,250

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

565,250

 

Transfer of expired/cancelled options and warrants

 

 

 

 

 

 

-

 

 

 

-

 

 

 

(269,581 )

 

 

(10,000 )

 

 

(279,581 )

 

 

-

 

 

 

279,581

 

 

 

-

 

 

 

-

 

Unrealized gain on investment in securities, net of tax

 

 

8

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(57,269 )

 

 

-

 

 

 

-

 

 

 

(57,269 )

Net loss for 2018

 

 

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

2,015,340

 

 

 

-

 

 

 

2,015,340

 

Balance, January 31, 2018

 

 

 

 

 

 

47,831,337

 

 

$ 44,356,316

 

 

$ 864,395

 

 

$ 317,904

 

 

$ 1,182,299

 

 

$ 23,808

 

 

$ (26,516,129 )

 

$ 10,320

 

 

$ 19,056,614

 

Common shares issued for cash:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercise of stock options

 

 

9

 

 

 

205,000

 

 

 

86,700

 

 

 

(36,350 )

 

 

-

 

 

 

(36,350 )

 

 

-

 

 

 

-

 

 

 

-

 

 

 

50,350

 

Exercise of warrants and compensation options

 

 

 

 

 

 

3,469,500

 

 

 

741,073

 

 

 

-

 

 

 

(220,649 )

 

 

(220,649 )

 

 

-

 

 

 

-

 

 

 

-

 

 

 

520,424

 

Common shares returned to treasury and cancelled

 

 

9

 

 

 

(3,462,500 )

 

 

(1,350,962 )

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(1,350,962 )

Share-based payments

 

 

19

 

 

 

-

 

 

 

-

 

 

 

294,432

 

 

 

-

 

 

 

294,432

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

294,432

 

Transfer of expired/cancelled options and warrants

 

 

 

 

 

 

-

 

 

 

-

 

 

 

(26,500 )

 

 

(541 )

 

 

(27,041 )

 

 

-

 

 

 

27,041

 

 

 

-

 

 

 

-

 

Unrealized loss on investment in securities, net of tax

 

 

8

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(19,197 )

 

 

-

 

 

 

-

 

 

 

(19,197 )

Net loss for 2019

 

 

 

 

 

 

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

704,296

 

 

 

-

 

 

 

704,296

 

Balance, January 31, 2019

 

 

 

 

 

 

48,043,337

 

 

$ 43,833,127

 

 

$ 1,095,977

 

 

$ 96,714

 

 

$ 1,192,691

 

 

$ 4,611

 

 

$ (25,784,792 )

 

$ 10,320

 

 

$ 19,255,957

 

Common shares issued for cash:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercise of stock options

 

 

9

 

 

 

840,000

 

 

 

351,975

 

 

 

(146,550 )

 

 

-

 

 

 

(146,550 )

 

 

-

 

 

 

-

 

 

 

-

 

 

 

205,425

 

Less: Share issuance costs

 

 

 

 

 

 

-

 

 

 

(10,886 )

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(10,886 )

Common shares returned to treasury and cancelled

 

 

9

 

 

 

(2,536,500 )

 

 

(1,130,659 )

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(1,130,659 )

Share-based payments

 

 

9

 

 

 

-

 

 

 

-

 

 

 

317,283

 

 

 

-

 

 

 

317,283

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

317,283

 

Transfer of expired/cancelled options and warrants

 

 

 

 

 

 

-

 

 

 

-

 

 

 

(66,200 )

 

 

-

 

 

 

(66,200 )

 

 

-

 

 

 

66,200

 

 

 

-

 

 

 

-

 

Unrealized loss on investment in securities, net of tax

 

 

8

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

26,451

 

 

 

-

 

 

 

-

 

 

 

26,451

 

Net loss for 2020

 

 

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(531,945 )

 

 

-

 

 

 

(531,945 )

Balance, January 31, 2020

 

 

 

 

 

 

46,346,837

 

 

$ 43,043,557

 

 

$ 1,200,510

 

 

$ 96,714

 

 

$ 1,297,224

 

 

$ 31,062

 

 

$ (26,250,537 )

 

$ 10,320

 

 

$ 18,131,626

 

 

The accompanying notes are an integral part of the consolidated financial statements

 

 
-50-

Table of Contents

 

CORAL GOLD RESOURCES LTD.

Consolidated Statements of Cash Flows

For the years ended January 31, 2020, 2019, and 2018

(Expressed in Canadian dollars)

 

 

 

Note

 

 

2020

 

 

2019

 

 

2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH PROVIDED BY (USED IN):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Activities

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

 

 

 

$ (531,945 )

 

$ 704,296

 

 

$ 2,015,340

 

Adjustments for non-cash items:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current income tax expense (recovery)

 

 

 

 

 

-

 

 

 

(309,024 )

 

 

2,751,000

 

Deferred income tax expense (recovery)

 

 

 

 

 

(11,000 )

 

 

13,000

 

 

 

(1,001,000 )

Depreciation

 

 

 

 

 

-

 

 

 

1,079

 

 

 

1,670

 

Finance costs

 

 

 

 

 

-

 

 

 

-

 

 

 

6,786

 

Finance income

 

 

 

 

 

(198,406 )

 

 

(189,154 )

 

 

-

 

Foreign exchange gain

 

 

 

 

 

(30,500 )

 

 

(1,225,704 )

 

 

(507,302 )

Gain on sale of investments

 

 

 

 

 

-

 

 

 

(14,635 )

 

 

(93,693 )

Gain on sale of exploration and evaluation assets

 

 

 

 

 

-

 

 

 

-

 

 

 

(5,871,719 )

Other expenses

 

 

 

 

 

-

 

 

 

289,136

 

 

 

-

 

Share-based payments

 

 

 

 

 

317,283

 

 

 

294,432

 

 

 

565,250

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(461,568 )

 

 

(436,574 )

 

 

(2,133,668 )

Net change in non-cash working capital

 

 

14

 

 

 

(3,197,331 )

 

 

76,312

 

 

 

(113,747 )

 

 

 

 

 

 

 

(3,658,899 )

 

 

(360,262 )

 

 

(2,247,415 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investing Activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenditures on exploration and evaluation assets

 

 

 

 

 

 

(43,192 )

 

 

(45,879 )

 

 

(265,059 )

Proceeds on sale of mineral property

 

 

 

 

 

 

-

 

 

 

-

 

 

 

20,184,056

 

Proceeds on sale of investments

 

 

 

 

 

 

-

 

 

 

27,488

 

 

 

109,562

 

Increase in investments

 

 

 

 

 

 

(2,658,284 )

 

 

-

 

 

 

-

 

Decrease in term deposits

 

 

 

 

 

 

9,656,320

 

 

 

(5,961,905 )

 

 

(3,694,415 )

Decrease in reclamation bond

 

 

 

 

 

 

-

 

 

 

-

 

 

 

83,277

 

 

 

 

 

 

 

 

6,954,844

 

 

 

(5,980,296 )

 

 

16,417,421

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financing Activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance (repurchase) of shares for cash, net

 

 

 

 

 

 

(936,119 )

 

 

(780,188 )

 

 

96,760

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Effect of exchange rate fluctuations on cash and cash equivalents

 

 

 

 

 

 

20,151

 

 

 

1,108,197

 

 

 

(180 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in cash and equivalents

 

 

 

 

 

 

2,379,977

 

 

 

(6,012,549 )

 

 

14,266,586

 

Cash and cash equivalents, beginning of year

 

 

 

 

 

 

8,308,884

 

 

 

14,321,433

 

 

 

54,847

 

Cash and cash equivalents, end of year

 

 

 

 

 

$ 10,688,861

 

 

$ 8,308,884

 

 

$ 14,321,433

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents consists of:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash

 

 

 

 

 

$ 804,520

 

 

$ 4,592,134

 

 

$ 5,722,848

 

Term deposits maturing in less than 90 days

 

 

 

 

 

 

9,884,341

 

 

 

3,716,750

 

 

 

8,598,585

 

 

 

 

 

 

 

$ 10,688,861

 

 

$ 8,308,884

 

 

$ 14,321,433

 

 

Supplementary cash flow disclosures – Note 14

 

The accompanying notes are an integral part of the consolidated financial statements

 

 
-51-

Table of Contents

 

CORAL GOLD RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the years ended January 31, 2020, 2019, and 2018

(Expressed in Canadian dollars)

 

1. NATURE OF OPERATIONS

 

Coral Gold Resources Ltd. (the “Company”) was incorporated in 1988 under the Company Act of British Columbia and is involved in the exploration and development of its mineral properties and holds a royalty interest in a mineral property owned by a third party. The Company’s head office and principal place of business is Suite 900, 570 Granville Street, Vancouver, BC, Canada. The Company’s common shares are traded on the TSX-V, OTCQX, and the Frankfurt Stock Exchange.

 

The business of mining and exploring for minerals involves a high degree of risk and there can be no assurance that current exploration programs will result in profitable mining operations. The recoverability of the carrying value of exploration and evaluation assets and the Company’s ability to continue as a going concern is dependent upon the preservation of its interest in the underlying properties, the discovery of economically recoverable reserves, the achievement of profitable operations, or alternatively the ability of the Company to raise financing.

 

2. BASIS OF PRESENTATION

 

Statement of compliance

 

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

 

Basis of consolidation

 

The consolidated financial statements include the accounts of the Company and its US subsidiaries as follows:

 

 

 

Ownership Interest

 

 

Jurisdiction

 

Nature of Operations

 

Coral Resources, Inc.

 

 

100 %

 

Nevada, USA

 

Exploration Company

 

Coral Energy Corporation (up until December 30, 2019)

 

 

100 %

 

California, USA

 

Holding Company

 

Marcus Corporation

 

 

98.49 %

 

Nevada, USA

 

Holding Company

 

 

During the year ended January 31, 2020, Coral Energy Corporation was dissolved.

 

Intercompany balances and transactions, including unrealized income and expenses arising from intercompany transactions are eliminated in preparing the consolidated financial statements.

 

Basis of presentation

 

These consolidated financial statements are expressed in Canadian dollars, the Company’s presentation currency, and have been prepared on a historical cost basis, except for financial instruments that have been measured at fair value. The accounting policies in Note 3 have been applied consistently to all periods presented.

 

Approval of the consolidated financial statements

 

These consolidated financial statements were reviewed by the Audit Committee and approved and authorized for issue by the Board of Directors on May 14, 2020.

 

 
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Table of Contents

 

CORAL GOLD RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the years ended January 31, 2020, 2019, and 2018

(Expressed in Canadian dollars)

 

2. BASIS OF PRESENTATION (continued)

 

Foreign currency translation

 

The functional currency of the Company and its subsidiaries is the Canadian dollar. Transactions in currencies other than the functional currency are recorded at the rates of exchange prevailing on the dates of the transactions. At each financial position reporting date, monetary assets and liabilities that are denominated in foreign currencies are translated at the rates prevailing at the date of the consolidated statement of financial position. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated. Foreign currency translation differences are recognized in net income or loss for the year.

 

Significant accounting judgements and estimates

 

The preparation of these consolidated financial statements requires management to make estimates and judgments that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates under different assumptions and conditions.

 

Significant assumptions about the future and other sources of estimation uncertainty that management has made at the consolidated statement of financial position date, that could result in a material adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ from assumptions made, relate to, but are not limited to, the following:

 

 

a)

Impairment of exploration and evaluation assets

 

 

 

 

 

Management considers both external and internal sources of information in assessing whether there are any indications that the Company’s exploration and evaluation assets are impaired. External sources of information management considers include changes in the market, economic and legal environment in which the Company operates that are not within its control and affect the recoverable amount of its equipment and mining interests.

   

 

b)

Valuation of share-based payments

 

 

 

 

 

The Company uses the black scholes option pricing model for valuation of share-based payments. Option pricing models require the input of subjective assumptions including expected price volatility, interest rate and forfeiture rate. Changes in the input assumptions can materially affect the fair value estimate and the Company’s earnings and equity reserves.

  

 

c)

Recognition and measurement of deferred tax assets and liabilities

 

 

 

 

 

Estimates of future taxable income are based on forecasted cash flows from operations and the application of existing tax laws in each jurisdiction. Weight is attached to tax planning opportunities that are within the Company’s control, and are feasible and implementable without significant obstacles. The likelihood that tax positions taken will be sustained upon examination by applicable tax authorities is assessed based on individual facts and circumstances of the relevant tax position evaluated in light of all available evidence. Where applicable tax laws and regulations are either unclear or subject to ongoing varying interpretations, it is reasonably possible that changes in these estimates can occur that materially affect the amounts of income tax assets/liabilities.

  

 

d)

Measurement of royalty receivable and royalty interest

 

 

 

 

 

The Company measured the fair value of the Company’s royalty receivable relating to the Robertson Property as the present value of the minimum payments that will be made, if the Robertson Property does not enter the production stage and earns revenues. The valuation method requires the input of a discount rate, and takes into account the timing of the payments, which have been specified in the underlying transaction agreement. Changes in the input assumptions such as the discount rate can materially affect the fair value estimate. A nominal value of $1 was attributed to the royalty interest in excess of the royalty receivable, and has been classified as an exploration and evaluation asset.

 

 
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CORAL GOLD RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the years ended January 31, 2020, 2019, and 2018

(Expressed in Canadian dollars)

 

3. SIGNIFICANT ACCOUNTING POLICIES

 

Financial Instruments

 

Measurement – initial recognition

 

All financial assets and financial liabilities are initially recorded on the Company’s consolidated statement of financial position when the Company becomes a party to the contractual provisions of the instrument. All financial asset and liabilities are initially recorded at fair value, net of attributable transaction costs, except for those classified as fair value through profit or loss (“FVTPL”). Subsequent measurement of financial assets and financial liabilities depends on the classifications of such assets and liabilities.

 

Classification – financial assets

 

Amortized cost:

 

Financial assets that are held within a business model whose objective is to hold financial assets in order to collect contractual cash flows, and that the contractual terms of the financial assets give rise on specified date to cash flows that are solely payments of principal and interest on the principal amount outstanding, are measured subsequent to initial recognition at amortized cost.

 

The amortized cost of a financial asset is the amount at which the financial asset is measured at initial recognition minus the principal repayments, plus the cumulative amortization using the effective interest method of any difference between that initial amount and the maturity amount, adjusted for any loss allowance. Interest income is recognized using the effective interest method, and is recognized in interest and other income, on the consolidated statements of operations and comprehensive income (loss).

 

The Company’s financial assets at amortized cost includes royalty receivable.

 

Fair value through other comprehensive income (“FVTOCI”)

 

Financial assets that are held within a business model whose objective is to hold financial assets in order to both collect contractual cash flows and selling financial assets, and that the contractual terms of the financial assets give rise on specified date to cash flows that are solely payments of principal and interest on the principal amount outstanding.

 

Upon initial recognition of equity securities, the Company may make an irrevocable election (on an instrument-by-instrument basis) to designate its equity securities that would otherwise be measured at FVTPL to present subsequent changes in fair value in other comprehensive income. Designation at FVTOCI is not permitted if the equity investment is held for trading or if it is contingent consideration recognized by an acquirer in a business combination. Investments in equity instruments at FVTOCI are initially measured at fair value plus transaction costs. Subsequently, they are measured at fair value with gains and losses arising from changes in fair value recognized in other OCI. The cumulative gain or loss is not reclassified to profit or loss on disposal of the instrument; instead, it is transferred to retained earnings.

 

The Company has designated all of its investments in equity securities as FVTOCI.

 

 
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CORAL GOLD RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the years ended January 31, 2020, 2019, and 2018

(Expressed in Canadian dollars)

  

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Financial Instruments (continued)

 

Fair value through profit or loss (“FVTPL”)

 

By default, all other financial assets are measured subsequently at FVTPL. The Company’s financial assets at FVTPL includes cash and cash equivalents and term deposits.

 

Classification – financial liabilities

 

Financial liabilities that are not contingent consideration of an acquirer in a business combination, held for trading or designated as at FVTPL, are measured at amortized cost using the effective interest method.

 

Financial liabilities at amortized cost include accounts payable and amounts due to related parties.

 

Financial liabilities classified FVTPL include financial liabilities held for trading and financial liabilities designated upon initial recognition as FVTPL. Fair value changes on financial liabilities classified as FVTPL are recognized in the consolidated statements of operations.

 

The Company has no hedging arrangements and does not apply hedge accounting.

 

Impairment

 

The Company recognizes a loss allowance for expected credit losses on its financial assets when necessary. The amount of expected credit losses is updated at each reporting period to reflect changes in credit risk since initial recognition of the respective financial instruments.

 

Cash and cash equivalents

 

Cash and cash equivalents in the consolidated statements of financial position comprise cash at banks and on hand, and short-term deposits with an original maturity of three months or less, which are readily convertible into known amounts of cash.

 

Exploration and evaluation assets

 

The Company is in the exploration stage with respect to its mineral properties and capitalizes all costs relating to the acquisition, exploration and evaluation of mineral claims and recognizes any proceeds received as a reduction of the cost of the related claims. At such time as commercial production commences, these costs will be charged to operations on a unit-of-production method based on proven and probable reserves. The aggregate costs related to abandoned mineral claims are charged to operations at the time of any abandonment. All capitalized exploration and evaluation expenditures are monitored for indications of impairment. Where a potential impairment is indicated, assessments are performed for each area of interest. To the extent that exploration expenditure is not expected to be recovered, it is charged to the results of operations. An impairment charge relating to a mineral property is subsequently reversed when new exploration results or actual or potential proceeds on sale or farm out of the property result in a revised estimate of the recoverable amount, but only to the extent that this does not exceed the original carrying value of the property that would have resulted if no impairment had been recognized.

 

The recoverability of amounts shown for exploration and evaluation assets is dependent upon the discovery of economically recoverable reserves, the ability of the Company to obtain financing to complete development of the properties, and on future production or proceeds of disposition.

 

Incidental revenues and operating costs are included in exploration and evaluation assets prior to commercial production.

 

 
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CORAL GOLD RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the years ended January 31, 2020, 2019, and 2018

(Expressed in Canadian dollars)

 

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Exploration and evaluation assets (continued)

 

Once the technical feasibility and commercial viability of the extraction of mineral resources in an area of interest are demonstrable, exploration and evaluation assets attributable to that area of interest are first tested for impairment and then reclassified to mine development properties, and subsequently amortized over the life of the resources associated with the area of interest once mining operations have commenced.

 

Property and equipment

 

Property and equipment are recorded at historical cost less accumulated depreciation and impairment. Historical costs include expenditures that are directly attributable to bringing the asset to a location and condition necessary to operate in a manner intended by management. Such costs are accumulated as construction in progress until the asset is available for use, at which point the asset is classified as plant and equipment. Once commercial production has commenced, certain equipment are depreciated using the units of production method, if sufficient reserve information is available or the straight-line method over their estimated useful lives, not to exceed the life of the mine to which the assets related.           

 

Property and equipment are depreciated annually using the following methods and rates:

 

Buildings

10% declining balance

Computer hardware

20% declining balance

Equipment

20% declining balance

Vehicles

5 years straight line

 

An item of property and equipment is derecognized upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on disposal of the asset, determined as the difference between the net disposal proceeds and the carrying amount of the asset, is recognized in profit or loss in the consolidated statements of operations and comprehensive income (loss).

 

Where an item of property and equipment comprises major components with different useful lives, the components are accounted for as separate items of property and equipment. Expenditures incurred to replace a component of an item of plant and equipment that is accounted for separately, including major inspection and overhaul expenditures, are capitalized.

 

Royalty interests

 

Royalty interests consist of royalty agreements. These interests are recorded at cost and capitalized as tangible assets with finite lives. They are subsequently measured at cost less accumulated depletion and accumulated impairment losses, if any. Project evaluation costs that are not related to a specific agreement are expensed in the period incurred.

 

Producing royalty interests are depleted using the units-of-production method over the life of the property to which the interest relates, which is estimated using available information of proven and probable reserves and the portion of resources expected to be classified as mineral reserves at the mine corresponding to the specific agreement.

 

On acquisition of royalty interests, an allocation of its fair value is attributed to the exploration potential of the interest and is recoded as an asset on the acquisition date. The value of the exploration potential is accounted for in accordance with IFRS 6 Exploration and Evaluation of Mineral Resources and is not depleted until such time as the technical feasibility and commercial viability have been established at which point the value of the asset is accounted for in accordance with IAS 16 Property, Plant and Equipment.

 

 
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CORAL GOLD RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the years ended January 31, 2020, 2019, and 2018

(Expressed in Canadian dollars)

 

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Impairment

 

At each financial reporting date, the carrying amounts of the Company’s assets are reviewed to determine whether there is any indication that those assets are impaired. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment, if any. Where the asset does not generate cash flows that are independent from other assets, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

 

An asset’s recoverable amount is the higher of fair value less costs to sell and value in use. Fair value is determined as the amount that would be obtained from the sale of the asset in an arm’s length transaction between knowledgeable and willing parties. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. If the recoverable amount of an asset or cash generating unit is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount and the impairment loss is recognized in the profit or loss for the year.

 

Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognized immediately in profit or loss.

 

Share capital

 

Share capital is classified as equity. Incremental costs directly attributable to the issue of shares and share options are recognized as a deduction from equity. When share capital is repurchased, the amount of the consideration paid, included directly attributable costs is recognized as a deduction from equity. Repurchased shares are classified as treasury shares and are presented as a deduction from equity. When treasury shares are subsequently reissued, the amount received is recognized as an increase in equity, and the resulting surplus or deficit on the transaction is transferred to or from accumulated deficit.

 

Accounting for equity units

 

Proceeds received on the issuance of units, comprised of common shares and warrants, are allocated based on the relative fair value approach which considers the value determined by the black scholes option pricing model for the warrants.

 

Share-based payment transactions

 

The share option plan allows Company employees, directors and consultants to acquire shares of the Company. All options granted are measured at fair value and are recognized in expenses as share-based payments with a corresponding increase in equity reserves. An individual is classified as an employee when the individual is an employee for legal or tax purposes (direct employee) or provides services similar to those performed by a direct employee.

 

The fair value of employee options is measured at grant date, and each tranche is recognized using the graded vesting method over the period during which the options vest. The fair value of the options granted is measured using the Black-Scholes option pricing model taking into account the terms and conditions upon which the options were granted. For non-employees, share-based payments are measured at the fair value goods and services received or the fair value or the fair value of the equity instruments issued, if it is determined the fair value cannot be reliably measured, and are recorded at the date the goods or services are received. The fair value of the options is accrued and charged either to operations or exploration and evaluation assets, with the offset credit to equity reserves. This includes a forfeiture estimate, which is revised for actual forfeitures in subsequent periods. Upon the expiration or cancellation of unexercised stock options, the Company will transfer the value attributed to those stock options from equity reserves to accumulated deficit.

 

 
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CORAL GOLD RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the years ended January 31, 2020, 2019, and 2018

(Expressed in Canadian dollars)

  

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Revenue recognition

 

Revenue, when earned, is expected to be comprised of revenue from contracts with customers under its royalty interests. The Company has determined that each unit of a commodity that is delivered to a customer under a royalty interest arrangement is a performance obligation for the delivery of a good that is separate from each other unit of the commodity to be delivered under the same arrangement. In accordance with IFRS 15 Revenue from Contracts with Customers, the Company recognizes revenue to depict the transfer of the relevant commodity to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those commodities.

 

For royalty interests, revenue recognition occurs when the relevant commodity is transferred to the end customer by the operator of the royalty property. Revenue is measured at the fair value of the consideration received or receivable when management can reliably estimate the amount, pursuant to the terms of the royalty agreement. In some instances, the Company will not have access to sufficient information to make a reasonable estimate of consideration to which it expects to be entitled and, accordingly, revenue recognition is deferred until management can make a reasonable estimate. Differences between estimates and actual amounts are adjusted and recorded in the period that the actual amounts are known.

 

Provisions

 

Provisions are recognized where a legal or constructive obligation has been incurred as a result of past events, it is probable that an outflow of resources embodying economic benefit will be required to settle the obligation and a reliable estimate of the amount of the obligation can be made. If material, provisions are measured at the present value of the expenditures expected to be required to settle the obligation. The increase in any provision due to passage of time is recognized as accretion expense.

 

Reclamation provision

 

The Company records the present value of estimated costs of legal and constructive obligations required to restore mineral properties in the period in which the obligation is incurred. The nature of these restoration activities includes dismantling and removing structures, rehabilitating mines and restoration, reclamation and re-vegetation of affected areas. The reclamation provisions are initially recorded with corresponding increase to the carrying amount of related mineral properties.

 

When the liability is initially recognized, the present value of the estimated cost is capitalized by increasing the carrying amount of the related mineral property. Over time, the discounted liability is increased for the change in present value based on the risk-free interest rate applicable to the future cash outflows, which is accreted over time through periodic charges to income or loss.

 

Earnings (loss) per share

 

The Company presents basic and diluted income (loss) per share data for its common shares, calculated by dividing the income (loss) attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period. Diluted income (loss) per share is determined by adjusting the income (loss) attributable to common shareholders and the weighted average number of common shares outstanding for the effects of all dilutive potential common shares.

 

 
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CORAL GOLD RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the years ended January 31, 2020, 2019, and 2018

(Expressed in Canadian dollars)

  

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

 

The calculations for basic and diluted earnings (loss) per share are as follows:

 

 

 

2020

 

 

2019

 

 

2018

 

Net income (loss) for the period

 

$ (531,945 )

 

$ 704,296

 

 

$ 2,015,340

 

Basic weighted average number of shares outstanding

 

 

47,466,277

 

 

 

48,672,608

 

 

 

47,570,158

 

Dilutive stock options

 

 

-

 

 

 

700,150

 

 

 

606,119

 

Dilutive warrants

 

 

-

 

 

 

453,671

 

 

 

2,333,005

 

Diluted weighted average number of shares outstanding

 

 

47,466,277

 

 

 

49,826,429

 

 

 

50,509,282

 

Basic earnings (loss) per share

 

$ (0.01 )

 

$ 0.01

 

 

$ 0.04

 

Diluted earnings (loss) per share

 

$ (0.01 )

 

$ 0.01

 

 

$ 0.04

 

 

Income taxes

 

Income tax on the profit or loss for the years presented comprises current and deferred tax. Income tax is recognized in profit or loss, except to the extent that it relates to items recognized directly in equity, in which case it is recognized as equity.

 

Deferred tax is provided using the liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.

 

The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the consolidated statement of financial position date.

 

A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized.

 

4. RECENT ACCOUNTING PRONOUNCEMENTS 

  

Application of new and revised accounting standards:

 

IFRS 16 – Leases

 

In January 2016, the IASB issued IFRS 16 Leases (“IFRS 16”) which replaces IAS 17 Leases and its associated interpretative guidance. IFRS 16 applies a control model to the identification of leases, distinguishing between a lease and a service contract based on whether the customer controls the asset. For those assets determined to meet the definition of a lease, IFRS 16 introduces significant changes to the accounting by lessees, introducing a single, on-balance sheet accounting model that is similar to the current finance lease accounting, with limited exceptions for short-term leases or leases of low value assets. Lessor accounting remains similar to current accounting practice. IFRS 16 is effective for annual periods beginning on or after January 1, 2019, with early adoption permitted, provided the Company has adopted IFRS 15. This standard sets out a new model for lease accounting. A lessee can choose to apply IFRS 16 using either a full retrospective approach or a modified retrospective approach. The Company has applied IFRS 16 at the date it became effective using a modified retrospective approach. By applying this method, the comparative information for the 2018 fiscal year has not been restated.

 

 
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CORAL GOLD RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the years ended January 31, 2020, 2019, and 2018

(Expressed in Canadian dollars)

    

4. RECENT ACCOUNTING PRONOUNCEMENTS (continued)

 

At the inception of a contract, the Company assesses whether a contract is or contains a lease. If so, the Company recognizes a right-of-use asset and a lease liability at the lease commencement date. The right of use asset is initially measured at cost, which consists of:

 

 

·

The amount of the initial measurement of the lease liability;

 

·

Any lease payments made at or before the commencement date;

 

·

Any indirect costs incurred;

 

·

An estimate of costs to dismantle or remove the underlying asset or to restore the site on which the asset is located; and

 

·

Any incentives received from the lessor.

  

The Company has elected not to recognize right-of-use assets and lease liabilities for short-term lease that have a lease term of 12 months or less and leases of low value assets. The lease payments associated with these leases are expensed on a straight-line basis over the lease term.

 

The Company has elected to apply the practical expedients in IFRS 16 and reviewed all existing leases and concluded that all leases that were previously expensed over the lease term where considered to be either short-term leases or leases of low value assets, and therefore there is no impact to the consolidated financial statements upon adoption of IFRS 16.

 

IFRIC 23 - Uncertainty over Income Tax Treatments

 

On June 7, 2017, the IASB issued IFRIC 23 Uncertainty over Income Tax Treatments. The interpretation provides guidance on the accounting for current and deferred income tax liabilities and assets when there is uncertainty over income tax treatments. IFRIC 23 was applicable for annual periods beginning on or after January 1, 2019.

 

IFRIC 23 requires an entity to determine whether uncertain tax positions are assessed separately or as a group; and assess whether it is probable that a tax authority will accept an uncertain tax treatment used, or proposed to be used, by an entity in its income tax filings. If the treatment is likely to be accepted, the entity should determine its accounting tax position consistently with the tax treatment used or planned to be used in its income tax filings. If not, the entity should reflect the effect of uncertainty in determining its accounting tax position. The Interpretation is effective for annual periods beginning on or after January 1, 2019.

 

The Company adopted IFRIC 23 in its consolidated financial statements for the annual period beginning on January 1, 2019, with no impact thereon.

 

Changes in accounting standards not yet effective:

 

IFRS 3 – Definition of a Business

 

In October 2018, the IASB issued amendments to IFRS 3 Definition of a Business which:

 

 

·

Clarify that to be considered a business, an acquired set of activities and assets must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs;

 

·

Narrow the definitions of a business and of outputs by focusing on goods and services provided to customers and by removing the reference to an ability to reduce costs;

 

·

Add guidance and illustrative examples to help entities assess whether a substantive process has been acquired;

 

·

Remove the assessment of whether market participants are capable of replacing any missing inputs or processes and continuing to produce outputs; and

 

·

Add an option concentration test that permits a simplified assessment of whether an acquired set of activities and assets is not a business.

 

 
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CORAL GOLD RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the years ended January 31, 2020, 2019, and 2018

(Expressed in Canadian dollars)

   

4. RECENT ACCOUNTING PRONOUNCEMENTS (continued)

 

The amendments are effective for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after January 1, 2020, and to asset acquisitions that occurred on or after the beginning of that period. Earlier application is permitted. The Company does not expect any material impact upon adoption.

 

5. DISPOSITION OF EXPLORATION AND EVALUATION ASSETS

 

On June 8, 2017, the Company announced that it has closed the previously announced purchase and sale agreement (the “Agreement”) with Barrick Cortez Inc. (“Barrick”), a subsidiary of Barrick Gold Corp., for the sale of the Robertson Property in Lander County, Nevada, to Barrick. The Robertson Property sold to Barrick includes four contiguous claim groups known as the Core, Gold Ridge, Excluded, and the RUF mining claims, but does not include the portions of mining claims known as the Norma, Sass, Eagle, and JDN, which will remain owned by the Company.

 

The sale consideration is as follows:

 

 

·

Payment to the Company of US$15.75 million (approximately Cdn $21.84 million based on foreign exchange rates) in cash;

 

 

 

 

·

The return of 4,150,000 common shares of the Company held by Barrick (which represented approximately 8.5% of the Company’s basic common shares outstanding as of June 8, 2017) for cancellation by the Company; and

 

 

 

 

·

A sliding scale 1% to 2.25% net smelter returns royalty (the “NSR”) on the Robertson Property, payable quarterly, subject to potential advance royalty payments as outlined below, as well as a right of first refusal enabling Barrick to acquire the NSR in the event that the Company wishes to sell the NSR to any third party.

  

The sliding scale NSR rate will be determined based on the observed gold price during each quarterly period based on the average LBMA Gold Price PM during the quarterly period, as follows:

 

Average Gold Price/Oz During the Quarter (USD)

 

Applicable NSR Royalty Rate

 

Up to and including $1,200.00

 

 

1.00 %

$1,200.01 to $1,400.00

 

 

1.25 %

$1,400.01 to $1,600.00

 

 

1.50 %

$1,600.01 to $1,800.00

 

 

1.75 %

$1,800.01 to $2,000.00

 

 

2.00 %

Over $2,000.00

 

 

2.25 %

 

Pursuant to the Agreement, as amended, and due to the delay in closing, in the event that the Robertson Property is not placed into production by December 31, 2024, then beginning on January 1, 2025, and continuing on an annual basis thereafter until the earlier of (i) the date commercial production commences and (ii) January 2, 2034, Barrick will make advance royalty payments to the Company of US$0.5 million, which will be non-refundable and fully credited against any future obligations under the NSR.

 

 
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CORAL GOLD RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the years ended January 31, 2020, 2019, and 2018

(Expressed in Canadian dollars)

   

5. DISPOSITION OF EXPLORATION AND EVALUATION ASSETS (continued)

 

The fair value of the royalty receivable (Note 7) was estimated based on the present value of the advance royalty payments, using a discount rate of 5.04%. A value of $1 was allocated to the royalty interest above the estimated fair value of the non-refundable advanced royalty payments.

 

Barrick will also assume liabilities relating to the Robertson Property, and will provide replacement security for the reclamation bond.

 

As a result of the transaction, the Company recorded a gain of $5,871,719, net of transaction costs, which has been included in Other Items on the consolidated statements of operations and comprehensive income (loss).

 

6. EXPLORATION AND EVALUATION ASSETS

 

The Company has accumulated the following acquisition and exploration expenditures:

 

 

 

Robertson

Property

 

 

Ruf &

 Norma Sass

Claims

 

 

Eagle & JDN Claims

 

 

Robertson

Royalty

Interest

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, January 31, 2018

 

$ -

 

 

$ 162,595

 

 

$ 37,252

 

 

$ 1

 

 

$ 199,848

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exploration costs during the year:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Drilling

 

 

-

 

 

 

8,823

 

 

 

-

 

 

 

-

 

 

 

8,823

 

Royalties

 

 

-

 

 

 

4,695

 

 

 

-

 

 

 

-

 

 

 

4,695

 

Taxes, licenses and permits

 

 

-

 

 

 

7,836

 

 

 

15,685

 

 

 

-

 

 

 

23,521

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, January 31, 2019

 

$ -

 

 

$ 183,949

 

 

$ 52,937

 

 

$ 1

 

 

$ 236,887

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exploration costs during the year:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consulting

 

 

-

 

 

 

-

 

 

 

13,612

 

 

 

-

 

 

 

13,612

 

Drilling

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Royalties

 

 

-

 

 

 

4,686

 

 

 

-

 

 

 

-

 

 

 

4,686

 

Taxes, licenses and permits

 

 

-

 

 

 

8,294

 

 

 

16,600

 

 

 

-

 

 

 

24,894

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, January 31, 2020

 

$ -

 

 

$ 196,929

 

 

$ 83,149

 

 

$ 1

 

 

 

280,079

 

 

The Company has certain interests in 108 patented and unpatented lode mining claims located in Lander County, Nevada, subject to net smelter returns (“NSR”) on production ranging from 4% to 10%, and which certain leases provide for advanced royalty payments.

 

 

a)

Norma Sass Property – 100% interest

 

 

 

 

 

The Company holds a 100% interest in the 36 Norma Sass mining claims located in Lander County, Nevada. Expenditures incurred on the Ruf claims have been classified to Ruf and Norma Sass claims in the exploration expenditure table.

  

 

b)

JDN Hilltop Crest – 100% interest

 

 

 

 

 

The Company holds a 100% interest in 27 claims in the Hilltop District, Lander County, Nevada. Expenditures incurred on the Ruf claims have been classified to JDN and Eagle claims in the exploration expenditure table.

 

 
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Table of Contents

 

CORAL GOLD RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the years ended January 31, 2020, 2019, and 2018

(Expressed in Canadian dollars)

    

6. EXPLORATION AND EVALUATION ASSETS (continued)

 

 

c)

Eagle Claims – 100% interest

 

 

 

 

 

The Company holds a 100% interest in 45 claims in the Eagle Claims situated in the Shoshone Range, Lander County, Nevada. Expenditures incurred on the Ruf claims have been classified to JDN and Eagle claims in the exploration expenditure table.

  

 

d)

Robertson Property – Royalty

 

 

 

 

 

The Company has an interest in a NSR royalty on the Robertson Property. Refer to Note 5 for details.

  

Realization of Exploration and Evaluation Assets

 

The investment in and expenditures on exploration and evaluation assets comprise a significant portion of the Company’s assets. Realization of the Company’s investment in these assets is dependent upon the establishment of legal ownership, the attainment of successful production from the properties or from the proceeds of their disposal. Resource exploration and development is highly speculative and involves inherent risks. While the rewards can be substantial if an ore body is discovered, few properties that are explored are ultimately developed into producing mines. There can be no assurance that current exploration programs will result in the discovery of economically viable quantities of ore.

 

The amounts shown for acquisition costs and deferred exploration expenditures represent costs incurred to date and do not necessarily reflect present or future values.

 

Title to Exploration and Evaluation Assets Interests

 

Although the Company has taken steps to verify the title to exploration and evaluation assets in which it has an interest, in accordance with industry standards for the current stage of exploration of such properties, these procedures do not guarantee the Company’s title. Property title may be subject to unregistered prior agreements or transfers and title may be affected by undetected defects.

 

Environmental

 

The Company is subject to the laws and regulations relating to environmental matters in all jurisdictions in which it operates, including provisions relating to property reclamation, discharge of hazardous material, and other matters. The Company may also be held liable should environmental problems be discovered that were caused by former owners and operators of its properties and properties in which it has previously had an interest. The Company conducts its mineral exploration activities in compliance with applicable environmental protection legislation. The Company is not aware of any existing environmental problems related to any of its current or former properties that may result in material liability to the Company other than the amount presented and disclosed as a reclamation provision in these consolidated financial statements.

 

Environmental legislation is becoming increasingly stringent and costs and expenses of regulatory compliance are increasing. The impact of new and future environmental legislation on the Company’s operations may cause additional expenses and restrictions. If the restrictions adversely affect the scope of exploration and development on the mineral properties, the potential for production on the property may be diminished or negated.

 

 
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Table of Contents

 

CORAL GOLD RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the years ended January 31, 2020, 2019, and 2018

(Expressed in Canadian dollars)

    

7. ROYALTY RECEIVABLE

 

A reconciliation of the royalty receivable balance is as follows:

 

 

 

January 31, 2020

 

 

January 31, 2019

 

 

 

 

 

 

 

 

Beginning balance

 

$ 3,969,356

 

 

$ 3,540,753

 

Finance income

 

 

198,406

 

 

 

189,154

 

Change in foreign exchange rate

 

 

37,499

 

 

 

239,449

 

 

 

$ 4,205,261

 

 

$ 3,969,356

 

 

8. INVESTMENTS 

 

 

a)

Common shares

 

 

 

 

 

At January 31, 2020, the Company held shares as follows: 

  

 

 

 Number

of Shares

 

 

 Cost

 

 

 Accumulated Unrealized

Gain (Loss)

 

 

Fair Value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Available-for-sale shares:

 

 

 

 

 

 

 

 

 

 

 

 

Discovery Metals Corp.

 

 

20,350

 

 

$ 1,957

 

 

$ 11,881

 

 

 

13,838

 

VBI Vaccines Inc.

 

 

2,000

 

 

 

4,232

 

 

 

(1,492 )

 

 

2,740

 

 

 

 

 

 

 

$ 6,189

 

 

 

10,389

 

 

$ 16,578

 

 

 

 

At January 31, 2019, the Company held shares as follows:

 

 

 

 Number

of Shares

 

 

 Cost

 

 

 Accumulated Unrealized

Gain (Loss)

 

 

Fair Value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Available-for-sale shares:

 

 

 

 

 

 

 

 

 

 

 

 

Levon Resources Ltd.

 

 

37,000

 

 

$ 1,957

 

 

$ 3,778

 

 

$ 5,735

 

VBI Vaccines Inc.

 

 

2,000

 

 

 

4,232

 

 

 

150

 

 

 

4,382

 

Great Thunder Gold Corp.

 

 

10,819

 

 

 

866

 

 

 

(703 )

 

 

163

 

 

 

 

 

 

 

$ 7,055

 

 

 

3,225

 

 

$ 10,280

 

 

 

During the year ended January 31, 2020, the Company recorded an unrealized gain of $6,299 (2019 – loss of $19,197; 2018 – loss of $57,269) on investments in marketable securities, representing the change in fair value during the year.

 

During the year ended January 31, 2020, Discovery Metals Corp. (“Discovery”) acquired Levon Resources Ltd. (“Levon”). As a result of the transaction, the Company received 20,350 common shares of Discovery in exchange for the previously-owned 37,000 common shares of Levon.

 

During the year ended January 31, 2020, the Company sold 2,704 (2019 – Nil, 2018 – Nil) shares of Great Thunder Gold Corp. for gross proceeds of $379 (2019 – $Nil, 2018 – $Nil). As a result, the Company recorded a loss on sale of investments of $595 for the year ended January 31, 2019 (gain of 2019 – $14,635, 2018 – gain of $93,693).

 

 

 
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Table of Contents

  

CORAL GOLD RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the years ended January 31, 2020, 2019, and 2018

(Expressed in Canadian dollars)

    

8. INVESTMENTS (continued)

 

 

b)

Other investments

 

 

 

 

 

During the year ended January 31, 2020, the Company purchased US$2,000,000 ($2,646,600 based on the closing US dollar to Canadian dollar exchange rate at January 31, 2020) in principal-protected notes that mature on November 22, 2021. During the year ended January 31, 2020, the Company recorded $11,684 (2019 – Nil, 2018 – Nil) in unrealized interest income on the appreciation of these investments. As at January 31, 2020, the fair value of the investments was $2,658,284.

 

9. SHARE CAPITAL AND SHARE-BASED PAYMENTS

 

 

a)

Authorized

 

 

 

 

 

Unlimited common shares without par value. All shares outstanding are fully paid.

 

 

 

 

b)

Issued during 2020 and 2019

 

 

 

 

 

During the year ended January 31, 2020, the Company issued 840,000 common shares upon the exercise of stock options for gross proceeds of $205,425.

 

 

 

 

 

During the year ended January 31, 2019, the Company issued 205,000 common shares upon the exercise of stock options for gross proceeds of $50,350.

 

During the year ended January 31, 2019, the Company issued 3,469,500 common shares upon the exercise of warrants for gross proceeds of $520,524.

 

During the year ended January 31, 2018, the Company issued 510,000 common shares upon the exercise of stock option for gross proceeds of $150,600.

 

During the year ended January 31, 2018, the Company issued 3,965,000 common shares upon the exercise of warrants for gross proceeds of $404,750 

 

 

 

 

c)

Share repurchases and cancellations

 

 

 

 

 

Normal Course Issuer Bids (“NCIB”)

 

2019-2020 NCIB

 

On August 28, 2019, the Company announced that the TSX Venture Exchange (“TSX-V”) has accepted the Company’s notice for its third normal course issuer bid (the “Third NCIB”).

 

Pursuant to the Third NCIB, the Company may purchase up to 2,950,485 common shares up until August 28, 2020, which represents approximately 10% of the total current public float (being total issued shares, less shares held by insiders, and their associates and affiliates).

 

During the year ended January 31, 2020, the Company purchased and cancelled 2,536,500 common shares (year ended January 31, 2019 – 2,781,000) pursuant to this NCIB. As at January 31, 2020 and 2019, the Company held no treasury shares associated with this NCIB. 

  

 
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Table of Contents

 

CORAL GOLD RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the years ended January 31, 2020, 2019, and 2018

(Expressed in Canadian dollars)

    

9. SHARE CAPITAL AND SHARE-BASED PAYMENTS (continued)

 

 

c)

Share repurchases and cancellations (continued)

 

 

 

 

 

2018-2019 NCIB

 

 

 

 

 

On July 30, 2018, the Company announced that the TSX Venture Exchange (“TSX-V”) had accepted the Company’s Notice for a NCIB.

 

Pursuant to the NCIB, the Company may purchase up to 3,938,462 common shares up until July 30, 2019, which represents approximately 10% of the total current public float (being total issued shares, less shares held by insiders, and their associates and affiliates).

 

During the year ended January 31, 2019, the Company purchased and cancelled 2,781,000 common shares (year ended January 31, 2018 - Nil) pursuant to this NCIB. As at January 31, 2019 and 2018, the Company held no treasury shares associated with this NCIB.

 

2017-2018 NCIB

 

On June 26, 2017, the Company announced that the TSX Venture Exchange (“TSX-V”) had accepted the Company’s Notice for a NCIB

 

Pursuant to the NCIB, the Company may purchase up to 3,844,000 common shares up until June 26, 2018, which represents approximately 10% of the total public float (being total issued shares, less shares held by insiders, and their associates and affiliates.

 

During the year ended January 31, 2019, the Company purchased 681,500 common shares (year ended January 31, 2018 – 1,344,000) and cancelled 1,114,000 common shares (year ended January 31, 2018 – 911,500) pursuant to this NCIB. As at January 31, 2019, this NCIB was completed and the Company held nil treasury shares (January 31, 2018 – 432,500 trasury shares) associated with this NCIB.

 

Cancellation of Shares – Sale of Robertson Property

 

During the year ended January 31, 2018, and pursuant to the closing of the transaction with Barrick (Note 5), 4,150,000 common shares of the Company were returned and cancelled. 

 

 

 

 

d) 

Share purchase warrants 

 

 

 

 

 

A summary of the share purchase warrants issued, exercised and expired is as follows: 

 

 

 

Number of Warrants

 

 

Weighted Average Exercise Price

 

Balance, January 31, 2018

 

 

3,484,500

 

 

$ 0.15

 

Exercised

 

 

(3,469,500 )

 

$ 0.15

 

Expired

 

 

(15,000 )

 

$ 0.15

 

Balance, January 31, 2019

 

 

-

 

 

 

-

 

Exercised

 

 

-

 

 

 

-

 

Expired

 

 

-

 

 

 

-

 

Balance, January 31, 2020

 

 

-

 

 

 

-

 

 

 
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Table of Contents

 

CORAL GOLD RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the years ended January 31, 2020, 2019, and 2018

(Expressed in Canadian dollars)

    

9. SHARE CAPITAL AND SHARE-BASED PAYMENTS (continued)

 

 

e)

Stock options

 

 

 

 

 

The Company has a stock option plan to purchase the Company’s common shares, under which it may grant stock options of up to 10% of the Company’s total number of shares issued and outstanding on a non-diluted basis. The stock option plan provides for the granting of stock options to directors, officers, and employees, and to persons providing investor relations or consulting services, the limits being based on the Company’s total number of issued and outstanding shares per year. The stock options vest on the date of grant, except for those issued to persons providing investor relations services, which vest over a period of one year. The option price must be greater than or equal to the discounted market price on the grant date, and the option term cannot exceed ten years from the grant date.

 

 

 

 

 

Stock option activity is summarized as follows:

 

 

 

Number of

Options

 

 

Weighted Average Exercise Price

 

Stock options outstanding and exercisable, January 31, 2018

 

 

3,395,000

 

 

$ 0.29

 

Granted

 

 

1,545,000

 

 

$ 0.36

 

Exercised

 

 

(205,000 )

 

$ 0.30

 

Cancelled

 

 

(85,000 )

 

$ 0.29

 

Stock options outstanding and exercisable, January 31, 2019

 

 

4,650,000

 

 

$ 0.31

 

Granted

 

 

1,120,000

 

 

$ 0.41

 

Exercised

 

 

(840,000 )

 

$ 0.24

 

Cancelled

 

 

(275,000 )

 

$ 0.34

 

Expired

 

 

(60,000 )

 

$ 0.29

 

Stock options outstanding, January 31, 2020

 

 

4,595,000

 

 

$ 0.36

 

 

 

 

 

 

 

 

 

 

A summary of stock options outstanding as at January 31, 2020 is as follows:

 

 

 

 

 

Outstanding

 

 

Exercisable

 

        Expiry Date

 

Price

 

 

Options Outstanding

 

 

Weighted Average Remaining Contractual Life (Years)

 

 

Options

Outstanding

 

 

Weighted Average Remaining Contractual Life (Years)

 

October 6, 2020

 

$ 0.125

 

 

 

100,000

 

 

 

0.68

 

 

 

100,000

 

 

 

0.68

 

October 6, 2020

 

$ 0.150

 

 

 

100,000

 

 

 

0.68

 

 

 

100,000

 

 

 

0.68

 

October 6, 2020

 

$ 0.175

 

 

 

100,000

 

 

 

0.68

 

 

 

100,000

 

 

 

0.68

 

October 6, 2020

 

$ 0.200

 

 

 

100,000

 

 

 

0.68

 

 

 

100,000

 

 

 

0.68

 

October 6, 2020

 

$ 0.225

 

 

 

100,000

 

 

 

0.68

 

 

 

100,000

 

 

 

0.68

 

July 5, 2022

 

$ 0.355

 

 

 

1,530,000

 

 

 

2.43

 

 

 

1,530,000

 

 

 

2.43

 

September 4, 2023

 

$ 0.380

 

 

 

1,245,000

 

 

 

3.59

 

 

 

1,245,000

 

 

 

3.59

 

January 25, 2024

 

$ 0.390

 

 

 

200,000

 

 

 

3.99

 

 

 

200,000

 

 

 

3.99

 

November 14, 2024

 

$ 0.410

 

 

 

1,120,000

 

 

 

4.79

 

 

 

280,000

 

 

 

4.79

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4,595,000

 

 

 

3.20

 

 

 

3,755,000

 

 

 

2.84

 

 

 
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Table of Contents

 

CORAL GOLD RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the years ended January 31, 2020, 2019, and 2018

(Expressed in Canadian dollars)

    

9. SHARE CAPITAL AND SHARE-BASED PAYMENTS (continued)

 

 

e)

Stock options (continued)

 

 

 

 

 

Option pricing requires the use of highly subjective estimates and assumptions including the expected stock price volatility. Changes in the underlying assumptions can materially affect the fair value estimates. The fair value of the options re-valued and granted to officers, directors, consultants and employees was calculated using the Black-Scholes model with following weighted average assumptions:

 

 

 

2020

 

 

2019

 

 

2018

 

Weighted average assumptions:

 

 

 

 

 

 

 

 

 

Risk-free interest rate

 

 

2.13 %

 

 

2.12 %

 

 

1.42 %

Expected dividend yield

 

 

-

 

 

 

-

 

 

 

-

 

Expected option life (years)

 

 

5.00

 

 

 

5.00

 

 

 

4.96

 

Expected stock price volatility

 

 

89.70 %

 

 

112.34 %

 

 

129.96 %

Forfeiture rate

 

 

-

 

 

 

-

 

 

 

-

 

Weighted average fair value at grant date

 

$ 0.27

 

 

$ 0.31

 

 

$ 0.32

 

 

10. RELATED PARTY TRANSACTIONS AND BALANCES

 

Related party transactions are measured at the estimated fair values of the services provided or goods received. Related party transactions not disclosed elsewhere in these financial consolidated statements are as follows:

 

 

a)

Key management personnel

 

 

 

 

 

The Company has identified its directors and certain senior officers of the Company, who have the authority and responsibility for planning, directing and controlling the activities of the Company, as key management personnel. The remuneration of directors and officers for the years ended was as follows:

 

 

 

2020

 

 

2019

 

 

2018

 

 

 

 

 

 

 

 

 

 

 

Salaries, bonuses, fees and benefits

 

 

 

 

 

 

 

 

 

Members of the Board of Directors

 

$ 132,228

 

 

$ 124,500

 

 

$ 191,575

 

Other members of key management

 

 

92,019

 

 

 

37,801

 

 

 

55,071

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Share-based payments

 

 

 

 

 

 

 

 

 

 

 

 

Members of the Board of Directors

 

 

209,032

 

 

 

219,248

 

 

 

400,000

 

Other members of key management

 

 

30,967