20-F 1 tarsf-20230930.htm SILVER NORTH RESOURCES LTD. - FORM 20-F SEC FILING Silver North Resources Ltd. - Form 20-F SEC filing
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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 September 30, 2023

 

OR

 

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

For the transition period from ____________ to __________

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 ………………………………

 

Commission file number: 000-55193

 

Silver North Resources Ltd.

(Formerly Alianza Minerals Ltd.)

(Exact name of Registrant as specified in its charter)

 

British Columbia, Canada

(Jurisdiction of incorporation or organization)

 

Suite 410-325 Howe Street, Vancouver, British Columbia, Canada V6C 1Z7

(Address of principal executive offices)

 

Winnie Wong, Chief Financial Officer

410-325 Howe Street. Vancouver, BC V6C 1Z7, Canada

Phone: 604-687-3520 Ext 236          Email: wwong@pacificopportunity.com

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

 

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

 

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

None

N/A

None

 

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

Common Shares, no par value

(Title of Class)

 

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

 

Indicate the number of outstanding shares of each of the Company’s classes of capital or common stock as of the close of the period covered by the annual report. 158,950,655 Common Shares

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ¨ No x

 

If this report is an annual or a 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 x

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 12 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 ninety days.

Yes x No ¨

 

Check whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes x No ¨

 

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

 

Large accelerated filer ¨

Accelerated filer ¨

Non-accelerated filer x

Smaller Reporting Company x

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 whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

 

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

 

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive- based compensation received by any of the registrants executive officers during the relevant recovery period pursuant to 240.10D-1(b). ¨

 

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 x

Other ¨

 

Indicate by check mark which financial statement item the registrant has elected to follow:   Item 17 ¨ Item 18 x

 

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 x N/A ¨

 

Under the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"), Silver North is classified as an "Emerging Growth Company". Under the JOBS Act, Emerging Growth Companies are exempt from certain requirements, including the requirement to provide an auditor attestation of internal control over financial reporting under Sarbanes-Oxley Act Section 404(b), and the requirement to adopt certain new or revised accounting standards until such time as those standards would apply to private companies. The Company will remain an Emerging Growth Company for up to five years after the anniversary of the first sale of equity securities pursuant to an effective registration statement, although it will lose that status earlier if revenues exceed US$1.235 billion, or if the Company issues more than US$1 billion in non-convertible debt in a three year period, or if the market value of the common stock held by non-affiliates exceeds US$700 million.

 

Page 2 of 132

Index to Exhibits on Page 89


1


 

 

Silver North Resources Ltd.

Form 20-F Annual Report

 

Table of Contents

 

 

PART I

Page

 

 

 

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

12

Item 5.

Operating and Financial Review and Prospects

46

Item 6.

Directors, Senior Management and Employees

58

Item 7.

Major Shareholders and Related Party Transactions

65

Item 8.

Financial Information

66

Item 9.

The Offer and Listing

67

Item 10.

Additional Information

70

Item 11.

Quantitative and Qualitative Disclosures about Market Risk

84

Item 12.

Description of Other Securities Other Than Equity Securities

84

 

 

 

 

PART II

 

 

 

 

Item 13.

Defaults, Dividend Arrearages and Delinquencies

85

Item 14.

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

85

Item 15.

Controls and Procedures

85

Item 16.

Reserved

86

Item 16A.

Audit Committee Financial Expert

86

Item 16B.

Code of Ethics

86

Item 16C.

Principal Accountant Fees and Services

87

Item 16D.

Exemptions from Listing Standards for Audit Committees

87

Item 16E.

Purchase of Equity Securities by the Issuer and Affiliated Purchasers

87

Item 16F.

Change in Registrant’s Certifying Accountant

87

Item 16G.

Corporate Governance

87

Item 16H.

Mine Safety Disclosure

87

 

 

 

 

PART III

 

 

 

 

Item 17.

Financial Statements

88

Item 18.

Financial Statements

88

Item 19.

Exhibits

88


2


 

 

METRIC EQUIVALENTS

 

For ease of reference, the following factors for converting metric measurements into imperial equivalents are provided:

 

To Convert from Metric

To Imperial

Multiply by

 

 

 

Hectares

Acres

2.471

Meters

Feet (ft.)

3.281

Kilometers (km)

Miles

0.621

Tonnes

Tons (2000 pounds)

1.102

Grams/tonne

Ounces (troy/ton)

0.029

 

INTRODUCTION

 

Silver North Resources Ltd. (“Silver North” or the “Company”) was incorporated in Alberta under the Business Corporations Act (Alberta) on October 21, 2005 under the name Tarsis Capital Corporation. The Company was originally classified as a Capital Pool Corporation ("CPC") and completed is qualifying transaction on July 16, 2007. On April 25, 2008, Tarsis continued into British Columbia under the Business Corporations Act (British Columbia) and changed its name to Tarsis Resources Ltd. on June 17, 2009. On April 29, 2015, the Company acquired all the issued and outstanding common shares of Estrella Gold Corporation by way of a court-approved plan of arrangement. Upon completion of the acquisition, the Company effected a share consolidation of ten old shares for each new share and changed its name to Alianza Minerals Ltd. On August 14, 2023, the Company completed a share consolidation of five old shares for one new share and changed its name to Silver North Resources Ltd.

 

BUSINESS OF SILVER NORTH RESOURCES LTD.

 

Silver North is a mineral company engaged in the acquisition and exploration of mineral properties.

 

There are no known proven reserves of minerals on Silver North’s properties.  All of the Company's properties are currently at the exploration stage. The Company does not have any commercially producing mines or sites, nor is the Company in the process of developing any commercial mines or sites. The Company has not reported any revenue from operations since incorporation.  As such, Silver North is defined as an “exploration-stage company”.

 

FINANCIAL AND OTHER INFORMATION

 

In this Annual Report, unless otherwise specified, all dollar amounts are expressed in Canadian Dollars (“CDN$” or “$”).  The Government of Canada permits a floating exchange rate to determine the value of the Canadian Dollar against the U.S. Dollar (US$).

 

FORWARD-LOOKING STATEMENTS

 

Certain statements in this document constitute “forward-looking statements”. Some, but not all, forward-looking statements can be identified by the use of words such as “anticipate,” “believe,” “plan,” “estimate,” “expect,” and “intend,” statements that an action or event “may,” “might,” “could,” “should,” or “will” be taken or occur, or other similar expressions. Although the Company has attempted to identify important factors that could cause actual results to differ materially from expected results, such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Registrant, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

 

Such factors include, among others, the following risks: the risks associated with outstanding litigation, if any, risks associated with project development; the need for additional financing; operational risks associated with mining and mineral processing; fluctuations in metal prices; title matters; uncertainties and risks related to carrying on business in foreign countries; environmental liability claims and insurance; reliance on key personnel; the potential for conflicts of interest among certain officers, directors or promoters of the Registrant with certain other projects; the absence of dividends; currency fluctuations; competition; dilution; the volatility of the Registrant’s common share price and volume; and tax consequences to U.S. Shareholders. We are obligated to keep our information current and revise any forward-looking statements because of new information, future events or otherwise.

 

 

PART I

 

Item 1.  Identity of Directors, Senior Management and Advisors

 

Not Applicable

 

Item 2.  Offer Statistics and Expected Timetable

 

Not Applicable

 

Item 3.  Key Information

 

As used within this Annual Report, the terms “Silver North”, “the Company”, “Issuer” and “Registrant” refer collectively to Silver North Resources Ltd., its predecessors, subsidiaries and affiliates.

 

SELECTED FINANCIAL DATA

 

The selected financial data of the Company for the fiscal year ended September 30, 2023, 2022 and 2021 were derived from the consolidated financial statements of the Company which have been audited by DeVisser Gray, Independent Registered Chartered Professional Accountants, as indicated in its auditors’ report which is included elsewhere in this Annual Report. The data for the fiscal years ended September 30, 2020 and 2019 were derived from the consolidated financial statements of the Company which have been audited by DeVisser Gray, although the consolidated financial statements and auditors’ reports are not included in this Annual Report.

 

The selected financial data should be read in conjunction with the consolidated financial statements and other financial information included elsewhere in the Annual Report.

 

The Company has not declared any dividends on its common shares since incorporation and does not anticipate that it will do so in the foreseeable future.  The present policy of the Company is to retain future earnings, if any, for use in its operations and the expansion of its business.

 

Table No. 1 is derived from the financial statements of the Company, which have been prepared in accordance with International Financial Reporting Standards (IFRS). Share and per share amounts have been adjusted for the 1 for 5 share consolidation effective August 14, 2023.


3


 

 

Table No. 1

Selected Financial Data

(CDN$ in 000, except per share data)

 

 

Year

Ended

9/30/23

Year

Ended

9/30/22

Year

Ended

9/30/21

Year

Ended

9/30/20

Year

Ended

9/30/19

 

 

 

 

 

 

Revenue

$0

$0

$0

$0

$0

Interest and Other Income

$27

$0

$0

$2

$7

Net Loss

($795)

($2,052)

($939)

($1,056)

($997)

Total Comprehensive Loss

($818)

($2,023)

($960)

($1,054)

($1,004)

Basic and Diluted Loss Per Share

($0.02)

($0.07)

($0.03)

($0.05)

($0.08)

Dividends Per Share

$0

$0

$0

$0

$0

Weighted Avg. Shares (000)

31,838

30,524

27,854

19,270

12,361

Working Capital (deficit)

($684)

($171)

$146

($66)

$29

Mineral Properties

$6,882

$7,026

$7,708

$4,326

$3,728

Long-Term Debt

$0

$0

$0

$0

$0

Shareholder’s Equity

$6,279

$6,990

$7,918

$4,301

$3,801

Total Assets

$7,163

$8,094

$8,380

$4,848

$4,495

 

In this Annual Report, unless otherwise specified, all dollar amounts are expressed in Canadian Dollars (CDN$).  

 

Table No. 2 sets forth the rate of exchange for the Canadian Dollar at the end of the five most recent years ended December 31st, the average rates for the period, and the range of high and low rates for the period. Table No. 2 also sets forth the rate of exchange for the Canadian Dollar at the end of the six most recent months, and the range of high and low rates for these periods.

 

For purposes of this table, the rate of exchange means the noon buying rate in New York City for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York.  The table sets forth the number of Canadian dollars required under that formula to buy one U.S. Dollar.  The average rate means the average of the exchange rates on the last day of each month during the period.


4


 

 

Table No. 2

Canadian Dollar/U.S. Dollar

 

Period

Average

   High

    Low

  Close

 

 

 

 

 

Year Ended 12/31/23

$  1.35

$  1.39

$  1.31

$  1.32

Year Ended 12/31/22

1.30

1.39

1.24

1.35

Year Ended 12/31/21

1.26

1.29

1.20

1.28

Year Ended 12/31/20

1.34

1.45

1.27

1.28

Year Ended 12/31/19

1.32

1.36

1.30

1.30

 

 

 

 

 

Three Months Ended 12/31/23

$  1.36

$  1.39

$  1.32

$  1.32

Three Months Ended   9/30/23

1.34

1.37

1.31

1.35

Three Months Ended   6/30/23

1.35

1.36

1.31

1.32

Three Months Ended   3/31/23

1.35

1.38

1.33

1.35

 

 

 

 

 

Three Months Ended 12/31/22

$  1.35

$  1.39

$  1.33

$  1.35

Three Months Ended   9/30/22

1.32

1.38

1.27

1.38

Three Months Ended   6/30/22

1.28

1.31

1.25

1.29

Three Months Ended   3/31/22

1.26

1.30

1.24

1.25

 

 

 

 

 

Three Months Ended 12/31/21

$  1.27

$  1.29

$  1.23

$  1.28

Three Months Ended   9/30/21

1.26

1.29

1.23

1.27

Three Months Ended   6/30/21

1.23

1.26

1.20

1.24

Three Months Ended   3/31/21

1.27

1.28

1.24

1.26

 

 

 

 

 

December 2023

 

$  1.36

$  1.32

$  1.32

November 2023

 

1.39

1.36

1.36

October 2023

 

1.39

1.36

1.39

September 2023

 

1.37

1.34

1.35

August 2023

 

1.36

1.33

1.35

July 2023

 

1.34

1.31

1.32

 

The exchange rate was $1.32 on December 31, 2023.

 

Statement of Capitalization and Indebtedness

 

Not applicable

 

Risk Factors

 

An investment in the Common Shares of the Company must be considered speculative due to the nature of the Company’s business and the present stage of exploration and development of its non-producing mineral properties. In particular, the following risk factors apply:

 

The effects of a global pandemic, including the COVID-19 outbreak, may have a negative effect on the Company’s operations and financial condition

 

The World Health Organization declared the novel coronavirus COVID-19 as a pandemic in March 2020. This declaration has led to numerous emergency measures being instituted in many countries, including the United States, Canada and Peru. These measures include government and business closures, stay-at-home orders, and limitations placed on work and travel. The continued outbreak of COVID-19, or any other pandemic, could materially and adversely impact the Company’s operations including mineral exploration, its joint-ventures, receipt of necessary government approvals, and regulatory compliance. It may also have a negative effect on the equity and debt markets, which may make raising additional capital more difficult or not available. The full extent of such impacts is outside the Company’s control and may have a significant negative effect on the Company’s operations and financial condition.

 

Risks Associated with Mineral Exploration

 

The Company is engaged in the mineral exploration business, which is highly speculative and has certain inherent risks which could have a negative effect on the Company.

Mineral exploration 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 such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals, and environment protection, the combination of which factors may result in the Company not receiving an adequate return on investment capital.

 

All of the Company's mineral properties are at the exploration stage and all of the Company's exploration expenditures may be lost.

The Company is at the exploration stage on all of its properties and substantial additional work and expenditures will be required in order to determine if any economic deposits occur on the Company’s properties. Mineral Exploration is highly risky, and most exploration properties do not contain any economic deposits of minerals. If a property is determined to not contain any economic reserves of minerals, the entire amount spent on exploration will be lost.

 

The mineral industry is highly competitive.

The Company will be required to compete in the future directly with other corporations that may have greater resources.  Such corporations could outbid the Company for potential projects or produce minerals at lower costs which would have a negative effect on the Company’s operations.

 

Commodity prices may not support corporate profit.

The resource industry in general is intensely competitive and there is no assurance that, even if commercial quantities of minerals are discovered and developed, a profitable market will exist for the sale of same.  Factors beyond the control of the Company may affect the marketability of any minerals discovered.  The prices of natural resources are volatile over short periods of time and is affected by numerous factors beyond the control of the Company, including international economic and political trends, expectations of inflation, currency exchange fluctuations, interest rates and global or regional consumption patterns, speculative activities and increased production. If the Company is unable to economically produce minerals from its projects, it would have a negative effect on the Company’s financial condition or require the Company to cease operations altogether.

 

The Company's mineral exploration activities are subject to substantial government regulatory requirements.

Exploration operations are affected by various government regulations relating to resource operations, including the acquisition of land, pollution control and environmental protection, waste disposal and toxic substances, and safety.  Changes in these regulations or in their application are beyond the control of the Company and may adversely affect its operations, business and results of operations.  The requirements to comply with these regulations may result in increased costs, as well as delays in obtaining the permits required to conduct operations. Failure to comply with the conditions set out in any permit or failure to comply with the applicable statutes and regulations may result in orders to cease or curtail operations or to install additional equipment.  The Company may be required to compensate those suffering loss or damage by reason of its operating or exploration activities.

 

On the Federal, Provincial/Territorial and State level, the Company must comply with exploration permitting requirements which require sound operating and reclamation plans to be approved by the applicable government body prior to the start of exploration. Depending upon the type and extent of the exploration activities, the Company may be required to post reclamation bonds and/or assurances that the affected areas will be reclaimed. If the reclamation requires funds in addition to those already allocated, the Company could be forced to pay for the extra work and it could have a significant negative effect upon the Company’s financial position and operations.

 

The Company’s title to its properties may be disputed by third parties which could result in the loss of title to its properties.

The Company has only done a preliminary title survey of its exploration properties in accordance with industry standards. These procedures do not guarantee the Company’s title and therefore, in accordance with the laws of the jurisdictions in which these properties are situated, their existence and area could be in doubt. Unregistered agreements or transfers, or native land claims, may affect title.  If title is disputed, the Company will have to defend its ownership through the courts, which would likely be an expensive and protracted process and have a negative effect on the Company’s operations and financial condition. In the event of an adverse judgment, the Company would lose its property rights.

 

Risks Relating to the Financing of the Company

 

The Company’s auditors have Expressed a “Going Concern” Opinion.

The Company’s auditor has included a “going concern” opinion in its auditors’ report to the Company's consolidated financial statements for the fiscal year ended September 30, 2023. The qualification was included as a result of the Company's need to obtain additional financing through the issuance of common shares or obtaining joint venture or property sale agreements for one or more properties. If the Company is unable to meet its obligations, it will not be able to fulfill its business plan and be forced to reduce certain operations or cease operations altogether.

 

The Company will require additional financing which could result in substantial dilution to existing shareholders.

The Company, while engaged in the business of mineral exploration, is dependent on additional financing for planned exploration programs as outlined herein.  Management anticipates being able to raise the necessary funds by means of equity financing.  The ongoing exploration of the Company’s properties is dependent upon the Company’s ability to obtain financing through the joint venture of projects, debt financing, equity financing or other means. Such sources of financing may not be available on acceptable terms, if at all.  Failure to obtain such financing may result in delay or indefinite postponement of exploration work on the Company’s exploration properties, as well as the possible loss of its interest in such properties. Any transaction involving the issuance of previously authorized but unissued shares of common or preferred stock, or securities convertible into common stock, could result in dilution, possibly substantial, to present and prospective holders of common stock. These financings may be on terms less favorable to the Company than those obtained previously.

 

The Company has a history of net losses and no operational cash flow to sustain operations and does not expect to begin receiving operating revenue in the foreseeable future.

None of the Company’s properties have advanced to the commercial production stage and the Company has no history of earnings or cash flow from operations.  The Company has paid no dividends on its shares since incorporation and does not anticipate doing so in the foreseeable future. The Company has negative cash flow and a working capital deficit. Historically, the only source of funds available to the company has been through the sale of its common shares. Any future additional equity financing would cause dilution to current stockholders. If the Company does not have sufficient capital for its operations, management would be forced to reduce or discontinue its activities which would likely have a negative effect on the stock price.

 

Risks Relating to an Investment in the Securities of the Company

 

The market for the Company’s common stock has been subject to volume and price volatility which could have a negative effect on a shareholder’s ability to buy or sell the Company’s shares.

The market for the common shares of the Company may be highly volatile for reasons both related to the performance of the Company or events pertaining to the industry (e.g. mineral price fluctuation/high production costs/accidents) as well as factors unrelated to the Company or its industry.  In particular, market demand for products incorporating resource commodities fluctuate from one business cycle to the next.  The Company’s common shares can be expected to be subject to volatility in both price and volume arising from market expectations, announcements and press releases regarding the Company’s business, and changes in estimates and evaluations by securities analysts or other events or factors.  

 

In recent years the securities markets in the United States and Canada have experienced a high level of price and volume volatility, and the market price of securities of many companies, particularly small-capitalization companies such as the Company, have experienced wide fluctuations that have not necessarily been related to the operations, performances, underlying asset values, or prospects of such companies.  For these reasons, the price of the Company’s common shares can also be expected to be subject to volatility resulting from purely market forces over which the Company will have no control.  Further, despite the existence of a market for trading the Company’s common shares in Canada, stockholders of the Company may be unable to sell significant quantities of common shares in the public trading markets without a significant reduction in the price of the stock.

 

The company has a dependence upon key management employees, the loss or absence of which could have a negative effect on the Company’s operations.

The Company strongly depends on the business and technical expertise of its management and key personnel, including President and Chief Executive Officer Jason Weber, Chief Financial Officer Winnie Wong, and Director Mark Brown.  There is little possibility that this dependence will decrease in the near term.  As the Company’s operations expand, additional general management resources will be required. The Company may not be able to attract and retain additional qualified personnel and this would have a negative effect on the Company’s operations.

 

Certain officers and directors may have conflicts of interest.

Certain of the directors and officers of the Company are also directors and/or officers and/or shareholders of other natural resource companies.  While the Company is engaged in the business of acquiring and exploring mineral properties, such associations may give rise to conflicts of interest from time to time.  The Directors of the Company are required by law to act honestly and in good faith with a view to the best interests of the Company and to disclose any interest that they may have in any project or opportunity of the Company.  If a conflict of interest arises at a meeting of the board of directors, any director in a conflict must disclose his interest and abstain from voting on such matter.  In determining whether or not the Company will participate in any project or opportunity, the directors will primarily consider the degree of risk to which the Company may be exposed and its financial position at the time.

 

The Company could be deemed a passive foreign investment company which could have negative consequences for U.S. investors.

The Company could be classified as a Passive Foreign Investment Company (“PFIC”) under the United States tax code. If the Company is declared a PFIC, then owners of the Company’s Common Stock who are U.S. taxpayers generally will be required to treat any so-called "excess distribution" received on its common shares, or any gain realized upon a disposition of common shares, as ordinary income and to pay an interest charge on a portion of such distribution or gain, unless the taxpayer makes a qualified electing fund ("QEF") election or a mark-to-market election with respect to the Company’s shares. A U.S. taxpayer who makes a QEF election generally must report on a current basis its share of the Company’s net capital gain and ordinary earnings for any year in which the Company is classified as a PFIC, whether or not the Company distributes any amounts to its shareholders.

 

U.S. investors may not be able to enforce their civil liabilities against the company or its directors, controlling persons and officers.

It may be difficult to bring and enforce suits against the Company. The Company is a corporation incorporated in Canada under the laws of British Columbia. All of the Company’s directors and officers are residents of nations other than the United States, and all of the Company’s assets and its subsidiaries are located outside of the United States.  Consequently, it may be difficult for United States investors to effect service of process in the United States upon those directors or officers who are not residents of the United States, or to realize in the United States upon judgments of United States courts predicated upon civil liabilities under United States securities laws.  United States citizens may be required to petition Canadian Courts to enforce civil judgments obtained in the United States. 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 under the U.S. Securities Act.

 

Broker-Dealers may be discouraged from effecting transactions in our common shares because they are considered "Penny Stocks" and are subject to the Penny Stock Rules.

Rules 15g-1 through 15g-9 promulgated under the Securities Exchange Act of 1934, as amended, impose sales practice and disclosure requirements on FINRA broker-dealers who make a market in "a penny stock".  A penny stock generally includes any equity security that has a market price of less than $5.00 per share that is not registered on certain national securities exchanges or quoted on the NASDAQ system. The additional sales practice and disclosure requirements imposed upon broker-dealers may discourage broker-dealers from effecting transactions in our shares, which could severely limit the market liquidity of the shares and impede the sale of our shares in the secondary market.

 

Under the penny stock regulations, a broker-dealer selling penny stock to anyone other than an established customer or "accredited investor" (generally, an individual with net worth in excess of US$1,000,000 or an annual income exceeding US$200,000 in each of the last two years, or US$300,000 together with his or her spouse) must make a special suitability determination for the purchaser and must receive the purchaser's written consent to the transaction prior to sale, unless the broker-dealer or the transaction is otherwise exempt.

 

In addition, the penny stock regulations require the broker-dealer to deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the US Securities and Exchange Commission relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt.  A broker-dealer is also required to disclose commissions payable to the broker-dealer and the registered representative and current quotations for the securities.  Finally, a broker-dealer is required to send monthly statements disclosing recent price information with respect to the penny stock held in a customer's account and information with respect to the limited market in penny stocks.

 

As a “Foreign Private Issuer”, the company is exempt from the Section 14 Proxy Rules and Section 16 of the 1934 Securities Act.

The submission of proxy and annual meeting of shareholder information (prepared to Canadian standards) on Form 6-K may result is shareholders having less complete and timely data.  The exemption from Section 16 rules regarding sales of common shares by insiders may result in shareholders having less data.

 

Item 4.  Information on the Company

 

DESCRIPTION OF BUSINESS

 

Introduction

 

Silver North's executive office is located at:

325 Howe Street, Suite 410, Vancouver, British Columbia, Canada V6C 1Z7

Telephone: (604) 687-3520

Facsimile: (888) 889-4874

E-Mail: info@silvernorthres.com

Website: www.silvernorthres.com

 

The Contact person in Vancouver is Jason Weber, President and CEO.

 

The Company currently leases its corporate office space in Vancouver from Pacific Opportunity Capital Ltd., a related party, under a month to month, verbal agreement.

 

The Company’s fiscal year ends September 30th.

 

The Company's common shares trade on the TSX Venture Exchange under the symbol "SNAG".

 

The authorized share capital of the Company consists of an unlimited number common shares and unlimited number of preferred shares, issuable in series. As of January 29, 2024, there were 36,887,994 common shares and no preferred shares issued and outstanding, after accounting for a 1 for 5 common share consolidation effective August 14, 2023.

 

Corporate Background

 

The Company was originally incorporated under the Business Corporations Act (Alberta) under the name "Tarsis Capital Corp." on October 21, 2005. The Company continued into British Columbia under the Business Corporations Act (British Columbia) on April 25, 2008 and changed its name to "Tarsis Resources Ltd." on June 17, 2009. On April 29, 2015, the Company acquired all the issued and outstanding common shares of Estrella Gold Corporation by way of a court-approved plan of arrangement. Upon completion of the acquisition, the Company effected a common share consolidation of ten old shares for each new share and changed its name to “Alianza Minerals Ltd.”.

 

On August 14, 2023, the Company effected a common share consolidation of five old shares for one new share and changed its name to “Silver North Resources Ltd.”.


5


 

 

The Company has the following subsidiaries:

 

 

Name of Subsidiaries

% of

ownership

 

Jurisdiction

 

Principal Activity

Alianza Holdings Ltd.

100%

Canada

Holding Company

Canadian Shield Explorations (Int’l) Ltd.

100%

Canada

Holding Company

Estrella Gold Peru S.A.C.

100%

Peru

Exploration Company

Estrella Gold DR, S.R.L. (1)

100%

Dominican Republic

Holding Company

Tarsis Resources US Inc.

100%

Nevada, USA

Holding Company

Yanac Minera Peru S.A.C.

100%

Peru

Exploration Company

 

(1)   Estrella Gold DR, S.R.L is in the process of being wound up.

 

Currently, the Company conducts mineral exploration in Canada and the United States, and retains royalty interests on properties in Mexico and Peru.

 

History and Development of the Business

 

The Company was originally incorporated as a Capital Pool Company (“CPC”) under the policies of the TSX Venture Exchange and began trading on the TSX Venture Exchange on March 1, 2006 under the symbol "TCC".

 

On April 27, 2007, the Company entered into a Letter of Intent with Almaden Minerals Ltd. and its subsidiary Minera Gavilan SA de CV to acquire certain mineral property interests held by Almaden and Gavilan located in the Yukon Territory and Mexico. These interests included 6 mineral properties (MOR, Cabin Lake, Caribou Creek, Meister River, Tim/Wolf, and Goz Creek) in the Yukon Territory and 1 property (Erika) located in Mexico. Consideration for the acquisition was the issuance of 350,000 common shares of the Company at a price of $4.00 per share (adjusted for the 1 for 10 common share consolidation effective April 29, 2015) and a net smelter return royalty of 2% on all mineral products discovered on the properties. The Company also agreed to issue an additional 50,000 common shares to Almaden if an arms-length third party optioned one of the properties within 24 months of the closing date of the acquisition agreement and agreed to expend a minimum of $500,000 in exploration expenditures. A formal acquisition agreement was dated July 16, 2007, and represented the Company’s Qualifying Transaction under TSX Venture Exchange Policy 2.4. TSX approval was received on July 30, 2007.

 

In September 2007, the Company announced it had entered into an option agreement with ACME Resources (formerly known as International KRL Resources Corp.) where ACME could earn a 60% interest in the Tim property from the Company by issuing 1,000,000 common shares of ACME to the Company and completing $3,000,000 in exploration expenditures before September 10, 2011. This agreement and ACME's exploration spending triggered the bonus share clause in the acquisition agreement of the Tim property from Almaden. Therefore, an additional 50,000 common shares of the Company were issued to Almaden in Fiscal 2008. In November 2010, ACME withdrew from the option agreement and returned the Tim property to the Company. During the option period ACME increased the size of the property, by staking, to approximately 6,000 hectares and 288 claims.

 

In June 2008, the Company agreed to acquire a 100% interest in the Prospector Mountain gold-silver-copper property in the Yukon from Almaden Minerals. Consideration for the acquisition was 10,000 common shares of the Company, $30,000 cash, and a 2% net smelter royalty to Almaden. The Company will also issue an additional 50,000 common shares to Almaden upon receipt of a positive bankable feasibility study for the property. The acquisition of the property was completed in February 2009.

 

In December 2009, the Company announced that it had signed an option agreement with Silver Quest Resources Ltd. whereupon Silver Quest could earn up to a 70% interest in the Company’s Prospector Mountain project. Silver Quest could earn an initial 60% interest in the project by spending $4,000,000 in exploration, issuing 1,000,000 common shares, and paying $300,000 cash to the Company, all staged over 4 years. During the fiscal year ended September 30, 2012, the Company and Silver Quest amended the option agreement. Silver Quest assigned all of its rights and interest in the property to Independence Gold Corp in connection with a proposed plan of arrangement between the two companies. Independence returned the property to the Company in April 2012.

 

In fiscal 2009, the Company announced an agreement with Strategic Metals Ltd. to acquire a 100% interest in two mineral properties in the Yukon. The properties are the Highway Property, which is an extension to the Company’s existing MOR property, and the Cord Property. Consideration for the acquisitions was 1,000 common shares of the Company and a 2% NSR to Strategic.

 

In fiscal 2010, the Company acquired a 100% interest in the White River gold property in the Yukon by staking. The Caribou Creek property was written-off as the Company did not carry out an exploration in 2009 and 2010 and determined it was unlikely to attract an exploration partner.

 

In April 2012, the Company signed an option agreement with Driven Capital Corp. for the White River Property. Driven could earn a 60% interest in the property by completing $4,250,000 in exploration and making cash payments and issuing shares to the Company. Driven completed the first phase of a diamond drill program before returning the property to the Company in February 2013.

 

In June 2013, the Company finalized the purchase of an additional 7 gold exploration properties from Almaden Minerals Ltd. Under the agreement, the company will own a 100% interest in 5 properties in Mexico and 2 in Nevada in exchange for issuing 400,000 common shares to Almaden and granting a 2% NSR on any production from the projects. The Company will also issue an additional 20,000 shares to Almaden for each new property acquired within the area of influence surrounding each of the 7 properties, and issue a further 80,000 common shares to Almaden upon the first time disclosure of a mineral resource on each and any of the new properties.

 

In April 2015, the Company acquired all the issued and outstanding shares of Estrella Gold Corporation. Under the terms of the Plan of Arrangement, each Estrella shareholder received one Alianza common share for each Estrella common share. Estrella and the Company had officers and directors in common, and the acquisition was non-arms length. Estrella also operated as a mineral project generator with a focus on Peru, and their property interests included the advanced exploration properties Yanac and Pucarana.

 

In connection with the Plan of Arrangement with Estrella Gold Corporation, the Company effected a 1 for 10 common share consolidation and changed its name to Alianza Minerals Ltd. effective April 29, 2015.

 

In May 2015, the Company and the other property owners agreed to sell the Pucarana property in Peru to Compania de Minas Buenaventura S.A.A. (“Buenaventura”) in exchange for a 3% Net Smelter Royalty. The property is adjacent to Buenaventura’s operating Orcopampo Gold Mine in Arequipa, Peru. Alianza had a 36% interest in the property and received a net 1.08% NSR.

 

In February 2016, the Company sold its three remaining properties in Mexico.  The Company sold the Yago, Mezquites and San Pedro properties to Almadex Minerals Limited for a 1% NSR capped at $1,000,000.

 

During fiscal 2018, the Company acquired two new properties in Canada known as Haldane and KRL. The Company can acquire a 100% interest in Haldane in the Yukon in exchange for staged payments of cash and stock, subject to a 2% NSR. The Company can earn a 100% interest in KRL in British Columbia in exchange for staged payments of cash and stock and $2.25 million in exploration expenditures over 5 years, subject to a 1% NSR. During the fiscal year ended September 30, 2022, the Company dropped the KRL property and wrote off $336,975 of capitalized exploration and evaluation costs.

 

In January 2020, Coeur Mining Inc. signed an option agreement on the Company’s Tim Property in the Yukon. Under the agreement, Coeur can earn an 80% interest in the property by funding $3.55 million in exploration over five years and paying Silver North Resources Ltd. $575,000 in cash payments over eight years. The 2020 exploration program on Tim was planned to consist of detailed mapping, soil geochemical surveys, and reopening old trenches for sampling. However, since the required permits for the exploration program were not received until late in 2020, the was deferred.

 

In June 2020, the Company acquired a lease on the Twin Canyon gold property in southwest Colorado in exchange for cash payments upon signing and the issuance of common shares of Silver North Resources Ltd.when certain milestones are met. The Company also staked additional claims adjacent to the property which expanded the size of the project. A successful field program of soil sampling was completed in fiscal 2020, with a follow-up program of detailed prospecting and mapping, and additional soil sampling, commenced in September 2020.

 

In June 2021, the Company and Imperial X PLC (formerly Cloudbreak Discovery PLC) entered into a Strategic Alliance to explore for Copper Projects in the Southwestern United States. The partners will identify, acquire and advance copper exploration projects with the intention to finding a partner to further the projects. The first project acquired by the partners was the Klondike Property in Colorado in July 2021. The second project was the Stateline Property in Colorado and Utah acquired in November 2021. The Strategic Alliance agreement terminated in June 2023.

 

In February 2022, the Company issued a Technical Report on the Haldane Property prepared by Equity Exploration Consultants Ltd.

 

In January 2023, the Company received approval from the US Forest Service and the Colorado Division of Reclamation, Mining and Safety for its proposed drill program at the Twin Canyon property. All necessary permits have been received for 13 drill holes from 8 drill pads totaling 3,950 meters of drilling. The Company is seeking a partner to fund this drill program.

 

During the year ended September 30, 2023, the Company sold its BP property in Nevada to Almadex for consideration of the repayment of the property fees the Company paid in fiscal 2023. The Company also dropped its East Walker property in Nevada. In Peru, the Company sold its project data associated with its former La Estrella project to Highland Silver Corp. for payment of $15,000 and the issuance of 75,000 common shares of Highlander to the Company.

 

On August 14, 2023, the Company changed its name to Silver North Resources to reflect its new focus on silver exploration and the metal’s pivotal role in sustainable technologies.

 

In December 2023, the Company completed the private placement of flow-through shares and non-flow through units for gross proceeds of $1,000,000. $460,000 was raised from the sale of flow-through common shares at a price of $0.20 per flow-through common share, and $540,000 was raised from the sale of non-flow-through common share units at a price of $0.20 per unit, with each unit consisting of one common share and one-half of a common share purchase warrant. Each full warrant is exercisable at a price of $0.30 for a period of 3 years from closing. A total of 5,000,000 shares and 1,350,000 warrants were issued. Finder’s fees of $24,640 cash and the issuance of 123,200 finder’s warrants were paid. Proceeds from the flow-through shares will be used for qualifying Canadian Exploration Expenditures, and the proceeds from the units will be used for corporate purposes, including general overhead, project marketing, and new project generation.

 

Business Overview

 

The Company is a silver focused exploration company, with its primary focus on its Haldane and Tim silver properties in the Yukon Territory, Canada. The Company also has interests in other mineral exploration projects located in the Yukon Territory, and in Colorado and Nevada, USA. The Company also retains Net Smelter Royalties on a property in Peru and several properties in Mexico. The Company and all of its properties are at the exploration stage. There is no assurance that a commercially viable resource deposit is present on any of the Company’s properties, and additional exploration is required before it is determined if any property is economically and legally viable.

 

Operations are not seasonal as the Company can conduct certain exploration activities on its properties year-round. To date, the Company’s revenue has been limited to property option payments from optionees of certain of its mineral properties, interest on its cash balances, and sale of marketable securities and therefore it is not currently dependent upon market prices for its operations, nor is it dependent upon any patents, licenses or manufacturing processes. The Company’s operations are dependent upon exploration rights and claims as well as the terms of option and/or joint venture agreements on those properties. Please see the individual property descriptions below for the details of each of the Company’s current exploration projects.

 

The following information is an overview of the government requirements which apply to mineral exploration in the jurisdictions of each of the Company’s property locations.

 

In the United States, federal mining laws govern mining claims on federal land, including land administered by the Bureau of Land Management (“BLM”). A payment of US$140 per claim is payable to the BLM by September 1 of each year per twenty acre mining claim.  This is filed in advance for the upcoming assessment year.  Prior to any exploration activity, an Exploration Plan is submitted to the BLM that outlines the work program and describes any proposed land disturbance. Reclamation plans are also submitted and an appropriate bond to ensure such reclamation is done may have to be provided before the permit is issued.

 

In Canada, mining law is a provincial or territorial matter. Maintaining a mineral property requires annual assessment work or cash in lieu of work. Prior to starting a work program, an application describing the program is submitted to the government authorities and this is then distributed for comment to various departments for review, such as fisheries or forestry that may discern impact from the proposed work. The government has an obligation to consult with First Nation groups in the area that may have a land claim over the mineral claims, but this consultation is often delegated to the Company to handle. A memorandum of understanding may have to be negotiated with the First Nation before the government will issue a permit to work. If there is to be any environmental impact, an appropriate reclamation amount is determined, and a bond is posted by the Company for this amount before the permit is issued.

 

Mineral Properties

 

The Company currently has interests in mineral exploration properties in the Yukon Territory, Canada, and in the United States in Colorado and Nevada, USA. All of the Company's properties are currently at the exploration stage.

 

Canadian Properties

 

Yukon Properties

 

Haldane Property

The Haldane property is a 8,579 hectare silver/lead/zinc exploration project located 25 kilometers west of Keno City, in the western portion of the Keno Hill Silver District in the Yukon. The Company has a 100% interest in the property, subject to a 2% NSR on a portion of the claims.

 

The project is at the exploration stage and currently does not contain proven mineral reserves.

 

Picture 

How Acquired

 

The Company has two separate acquisition agreements on the Haldane Property.

 

Under the first agreement dated March 2, 2018, the Company agreed to purchase a 100% interest in 388 claims totaling 7,665 hectares from Equity Exploration Consultants Ltd. (“Equity”) by issuing shares and cash payments to Equity under the following schedule:

 

·Issue to Equity 2,000,000 (400,000 post-consolidation) shares upon receipt of TSX-V approval (shares issued); 

·making two staged cash payments of $50,000 each to Equity by June 30, 2018 (paid) and June 30, 2019 (paid); 

·making a final $100,000 payment in cash or by issuing the number of shares of equivalent value at Silver North’s election, on June 30, 2019 ($25,000 cash paid and $75,000 of shares issued); and  

·by making the following bonus share payments to Equity: 

oissuing Equity 50,000 post-consolidation shares of Silver North upon the public disclosure of a Measured Mineral Resource (as such term is defined in National Instrument 43-101 - Standards of Disclosure for Mineral Projects) of 5 million oz silver-equivalent at 500 g/t silver-equivalent; 

oissuing Equity 100,000 post-consolidation shares of Silver North upon the decision to commence construction of a mine or processing plant on any part of the Haldane Property. 

 

The Company also agreed to assume all obligations with respect to an underlying 2% NSR on these claims, and grant Equity the right to manage all exploration at Haldane through 2023.

 

Under the second acquisition agreement dated April 12, 2018, the agreed to purchase a 100% interest in 44 claims totaling 914 hectares contiguous to the claims in the first acquisition agreement from the estate of Yukon prospector John Peter Ross (the “Estate”) by issuing shares and making cash payments under the following schedule:

 

·issue 100,000 (20,000 post-consolidation) shares to the Estate upon receipt of TSX-Venture approval (shares issued); 

·make cash payment of $10,000 to the Estate by June 30, 2018 (paid); 

·make cash payment of $20,000 (paid) and issue 125,000 (25,000 post-consolidation) shares (issued) to the Estate by April 12, 2019; 

·make cash payment of $20,000 (paid) and issue 125,000 (25,000 post-consolidation) shares (issued) to the Estate by April 12, 2020; 

·make cash payment of $25,000 (paid) and issue 150,000 (30,000 post-consolidation) shares (issued) to the Estate by April 12, 2021; and 

·make bonus share payments to the Estate as follows: 

oissue 50,000 post-consolidation shares to the Estate upon the public disclosure of a Measured Mineral Resource (as such term is defined in National Instrument 43-101- Standards of Disclosure for Mineral Projects) of 5 million oz silver-equivalent at 500g/t silver-equivalent; 

o100,000 post-consolidation shares to be issued upon the decision to commence construction of a mine or processing plant. 

 

Location and Access

 

The property consists of 432 contiguous quartz mineral claims for a total of 8,579 hectares located 25 kilometers west of Keno City along the Silver Trail highway between Mayo and Keno City. The property is within 5 kilometers from the highway, and primary access is via a four-wheel drive road. The location is within the historic Keno Hill mining district, which has produced silver for over 100 years.

 

Hydro-electric power is generated at Mayo Lake, 15 km south of the property, and a power line follows Highway 11 to the Keno Hill mining district, passing a few kilometers east of the property. Mayo, with a population of approximately 500 people, is the local supply center and a local airport with scheduled air service from Whitehorse. Travel time to Whitehorse by road is approximately 4 1/2 hours via Yukon Highways 11 and 2.

 

Regional and Property Geology

 

The Keno Hill District began producing silver in 1913, and historic production ranks as one the highest-grade silver districts in the world. The Yukon government Minfile (2003) production statistics for the period of 1913-1989 indicate that 4.87 million tonnes were mined at an average grade of 1,389 grams/tonne (g/t) silver, 5.62% lead and 3.14% zinc with total production of over 200 million ounces of silver through 1989. Over 65 deposits and prospects have been identified in the district.

 

Mineralization at the Haldane Property consists of structurally-controlled, silver-bearing veins of galena, sphalerite, tetrahedrite and pyrargyrite, with gangue of manganiferous siderite and quartz in veins hosted within Keno Hill quartzite in proximity to the Robert Service Thrust which is similar to many of the other identified silver deposits in the district.

 

The north-trending Mt. Haldane Vein System (MHVS) is the main target area on the property, where initial exploration dates back to 1918. Early workers hand sorted ore from underground workings at the Middlecoff Zone on the south side of Bighorn Creek in 1918-19, recovering a reported 24.7 tonnes of ore averaging 3,102 g/t silver and 59% lead. Later work at the Johnson Zone on the north side of Big Horn creek recovered 2.1 tonnes of ore averaging 4,602 g/t silver and 57.9% lead in 1927.

 

Exploration History

 

Very little work was done in the area from the late 1920’s until the 1960s when two companies worked what are now the Haldane claims. One held the ground covering the MHVS on the western half of the property, rehabilitating the old workings and discovering additional mineralization through minor soil sampling and extensive bulldozer trench work. An optionor completed 701 m overburden drilling in 44 holes, one surface drill hole for 61.6 m, 487 m of underground drifting, mostly around the Johnson Zone, and 518 m of underground drilling around the Middlecoff Zone. The eastern half of the property was mapped, prospected and sampled during the same period by another owner, identifying silver-lead-zinc showings. Sporadic work continued on the property in the late 1970s and early 2000s looking for tin-tungsten and intrusion-related gold mineralization, respectively.

 

The most recent work on the property prior to the Company’s acquisition was completed by the Equity Exploration Consultants Inc (the property vendor) in 2010 and 2011 on behalf of an optionor. Work included upgrading the road access to the property, mapping, prospecting, soil geochemical sampling and 1800 meters of diamond drilling in two phases. This drilling extended the mineralization associated with the historic Johnson and Middlecoff zones, intersecting wide, strong structures. However, the extremely broken and strongly oxidized nature of the mineralized zones resulted in poor recoveries and limited remnant sulphide minerals potentially affecting the reliability of the assay results. Management believes that with an appropriate drill budget, larger diameter coring and testing lower parts of the system where the oxidation does not run as deep will lead to better recoveries and silver-lead-zinc concentrations in assays.

 

In December 2018, the Company received a Class 3 Mining Land Use approval which allows for multiple phases of exploration. The permit is valid until November 25, 2028, subject to the standard restrictions and conditions contained in the Yukon Quartz Mining Act and the Quartz Mining Land Use Regulations.

 

After acquiring its interest in the property, the Company engaged Equity to conduct a 2018 exploration program. The program included mapping, prospecting and soil sampling peripheral to known mineralization at the MHVS, covering areas of the property that had not been explored in detail since at least the 1960’s. Mapping and prospecting located alteration and mineralization associated with several historical geochemical anomalies in the North Star Creek drainage, including galena-siderite mineralization, an assemblage that is typical in the faults/veins of the Keno Hill Mining district, two kilometers east of the MHVS at the Strebchuk Showing.

 

Trenching near the Johnson Adit (a component of MHVS) exposed a 15-metre wide fault zone in a lengthened historic trench. Black gouge and breccia with local concentrations of iron oxides and traces of galena were sampled. A second trench on the Ross Ag-Pb-Zn soil anomaly, two kilometers south of the MHVS, did not reach bedrock but did contain abundant quartzite and phyllitic quartzite float, rock units known to host larger vein structures in the Keno Hill District. Soil samples were taken at 5 m intervals along the 65-metre length of the trench and select rock samples of the float material were collected as well.

 

A total of 1,195 soil samples and 55 rock samples were collected predominantly in areas that had no previous or recent sampling, testing possible mineralized faults and lineaments outside of the relatively well-known Mt Haldane Vein System.

 

The Bighorn Anomaly is a new target based on anomalous soil geochemistry located approximately 2.8 kilometers west of the Mt Haldane Vein System. The anomaly stretches approximately 750 meters north-south by 150-250 meters east-west in a previously unknown area for mineralization. The anomaly contains lead (Pb) in soil which is the highest result outside of the Mt Haldane Vein System, supported by greater than 98th percentile Ag results. No significant mapping or prospecting has been done in the area to date. The orientation of the anomaly is consistent with the northerly trend of most of the mineralized structures on the Haldane property. The anomaly straddles the main access road on the property in an area of poor bedrock exposure.

 

The Ross lead-zinc-silver soil anomaly was extended to 600 m in length, doubling the known strike length with anomalous results open to north. Soil results also suggest a second, parallel, mineralized zone 100 to 150 meters east. A lack of outcrop in this area hindered evaluation of the Ross Anomaly on surface. A single 65 meter long, east-west oriented trench excavated near the south end of the anomaly failed to reach bedrock due to 4 meter thick overburden. Nonetheless, soil samples at 5 m intervals along the trench returned highly anomalous results, possibly reflecting proximity to buried mineralization. Results for lead potentially indicate a bedrock source of mineralization at depth. The Ross Anomaly is situated 1.8 kilometers south on strike from the Mt Haldane Vein System and the presence of multiple mineralized structures suggests it could be the extension of the vein system. This would give the Mt Haldane Vein System a strike length of at least 3.5 kilometers.

 

On the north side of the property, soil sampling delineated a narrow, 1000 meter long Pb-Ag-Sn-Zn anomaly where sampling in mid-1960’s had detected scattered anomalous Pb-Zn results. The North Star anomaly is continuous from the north side of the grid before disappearing to the south where it meets glacial and fluvial material near North Star Creek. The extent of the anomaly is dominated by large quartzite boulder float with minimal outcrop and mapping detected minor alteration and mineralization along the anomaly. However, mineralization would likely be recessive and buried by the boulders. Significantly, the anomaly trends towards the Strebchuk Pb-Ag Showing, 700 meters further south, where galena-siderite mineralization occurs in a fracture zone in quartzite.

 

During fiscal 2019, the Company completed a two phase exploration program on Haldane. Phase I consisted of additional soil geochemistry, mapping and trenching targeting the newly identified Bighorn and Ross anomalies and the Mt Haldane Vein System (MHVS). Trenching was completed at the Bighorn and MHVS areas with four trenches totaling 213 meters excavated. Mineralized faults mapped at the Bighorn target were strongly weathered at surface but returned anomalous lead and silver values. Continuous chip samples in trench BH02 returned 0.25% lead and 9.6 g/t silver over 10.9 meters, which included fault and heavily fractured and oxidized host rocks. Similar anomalous results were returned in trench BH01, 60 meters south. Soil geochemical results collected 300 meters south of BH01 on strike returned 63 g/t silver and greater than 1% lead, suggesting higher grade mineralization may be present.

 

The Phase II program consisted of four drill holes on targets identified by Phase I. The first two holes tested the Ross and Bighorn soil geochemical anomalies, neither of which had been previously tested by drilling.

 

At Bighorn, drill hole HLD19-51 cut a west to east cross section near the center of the 900 by 150 meter, north-south trending lead-silver-tin soil anomaly. Four significant north trending steep vein-structures were intersected, including a structure cut from 150 to 159 meters, and including 2.35 meters averaging 125 g/t silver and 4.4% lead from 154.15 meters depth within a wider 6.60 meter intersection that returned 50.1 g/t silver and 1.85% lead from 151.7 meters.

 

Results from Drill Hole HLD19-15 in the Bighorn Zone are contained in the following table:

 

From (m)

To (m)

Core Interval (m)

Au (g/t)

Ag (g/t)

Pb (%)

Zn (%)

Core
Recovery
(%)

151.70

158.30

6.60

0.004

50.1

1.85

0.14

85

154.15

156.50

2.35

0.004

125.7

4.39

0.09

84

48.00

53.65

5.65

0.003

2.1

0.15

0.01

69

133.30

135.50

2.20

0.013

5.6

0.66

0.05

97

196.95

198.00

1.05

0.004

48.2

2.08

2.73

45

251.00

253.60

2.60

0.007

3.2

0.07

1.01

86

 

Mineralization consists of siderite-quartz-galena-sphalerite veins and/or breccia fillings, typical mineralogy for the vein-fault zones in the Keno Hill district. Locally, poor core recovery within these faults may have negatively impacted the results, such as in the interval from 196.95 to 198.00 m where despite recovering only 45% of the core from the interval, it assayed 48.2 g/t Ag, 2.08% Pb and 2.73% Zn.

 

At the Ross Target, the drill hole tested the Ross Anomaly, a 300 meter by 100-meter lead-zinc-silver soil anomaly, approximately 3 kilometers along trend from the Middlecoff Zone on the Mt Haldane Vein System. Drill hole HLD19-14 was drilled east at -50° for 225 m to cut under the soil anomaly looking for the lower Keno Hill contact and a potential structure related to the soil geochemical anomaly. The hole passed below the anomaly completely within schist and phyllite of the Sourdough Member. The hole contained evidence of mineralization in the schist/phyllite, including manganese and iron oxides in veinlets and shears at 69-71 m, and <0.1% galena-sphalerite disseminated along foliation at 87.4 to 94.0 meters but no significant assays were returned. The hole intersected quartzite below 180 m suggesting the initial target may exist deeper on the section.

 

The final two holes were drilled in the Middlecoff Zone of the Mt Haldane Vein System. Hole HLD19-16 totaled 187 meters and was drilled -60° at 085°. Hole HLD19-17 totaled 200 meters and was drilled -70° at 090°. Both holes targeted the Middlecoff Zone along strike from a high-grade silver-bearing vein which returned an average of 775 g/t Ag in a series of 17 historic chip samples averaging 1.0 meter wide over 13.7 meters of strike.  Hole HLD19-16 targeted this zone along a shallow plunge and intersected significant mineralization in the Middlecoff Zone from 110.30 to 125.00 meters downhole, crossing at least three mineralized vein-faults; from 110.30 to 112.76 meters, from 115.46 to 117.70 meters, and from 120.55 to 122.57 meters.

 

The zones consist of strongly oxidized, fractured and broken core with fault gouge and little remnant sulphide. Between these structures, the core is altered and mineralized with galena present in veins where preserved. Of note is the uppermost intersection within the Middlecoff zone which included a 0.35 meter section of 996 g/t silver and 1.486 g/t gold. This mineralization was marked by elevated gold-copper-antimony-arsenic values in contrast to the other intersections downhole which are lower in these elements. Further downhole, two additional mineralized structures were also intersected from 133.00 to 133.40 meters and 153.55 to 156.00 meters in Footwall Veins.

 

Results from Drill Holes HLD19-16 and HLD19-17 in the Middlecoff Zone are contained in the following table:

 

Drill Hole

From
(m)

To
(m)

Core
Interval
(m)

Au
(g/t)

Ag
(g/t)

Pb
(%)

Zn
(%)

Target

% Core
Recovery

HLD19-16

110.30

112.76

2.46

0.458

211.1

5.45

3.37

Middlecoff

77

includes

111.35

111.70

0.35

1.486

996.0

28.35

0.53

 

67

HLD19-16

114.34

125.00

10.66

0.074

125.6

1.27

0.47

Middlecoff

89

includes

114.34

117.70

3.36

0.208

155.8

3.64

0.99

 

96

and

121.55

125.00

3.45

0.014

205.7

0.17

0.24

 

91

includes

121.55

122.57

1.02

0.015

455.0

0.39

0.51

 

82

HLD19-16

133.00

133.35

0.35

0.008

187.0

0.24

0.29

Footwall

73

HLD19-16

154.25

156.40

2.15

0.055

42.7

0.15

1.24

Footwall

86

HLD19-17

125.00

129.00

4.00

0.132

58.3

1.29

0.28

Middlecoff

98

HLD19-17

130.90

133.15

2.25

0.015

9.4

0.06

0.72

Middlecoff

92

HLD19-17

155.60

160.00

4.40

0.148

56.2

0.38

0.36

Footwall

84

includes

159.00

160.00

1.00

0.129

180.0

0.94

0.50

 

8

 

HLD19-17 targeted the Middlecoff Zone at approximately a -70° south plunge, 30-35 meters below the high-grade zone and 25 meters down dip from HLD19-16. This hole intersected a geologically similar section below the Ewing fault, but structures and veins are not as well-developed as in hole HLD19-16, with the vein-faults intersected between 125.00 and 133.15 meters. This may suggest the dominant control has a shallower plunge as seen in HLD19-16. In addition to this mineralization, there is a zone down hole that occurs in a strongly faulted, altered and mineralized section from 148.0 to 160.0 meters, that appears to correlate with the lower zone “Footwall Vein” in HLD19-16. This zone featured an intersection of 180.0 g/t silver and 0.129 g/t gold over 1.00 metre. Like the intersections in HLD19-16, the vein-fault zones consist of strongly oxidized, fractured and broken core with fault gouge and little remnant sulphide.

 

The Middlecoff vein–faults intersected in the current drilling and limited historic underground workings remain open to depth and in both directions along strike below the Ewing Fault.

 

In 2020, the Company completed a four-hole drill program with two holes in the West Fault and two holes at Middlecoff. A total of 798.6 meters of drilling was completed in this program. Holes HLD20-18 and HLD20-19 targeted the West Fault, with both holes intersecting silver mineralization including a core length of 16.15 m (estimated true width 8.72 m) averaging 311 g/t silver, 0.89% lead and 1.13% zinc (390 g/t silver-equivalent*). This includes a high-grade core of 818 g/t silver, 3.47% lead and 1.03% zinc (980 g/t silver-equivalent) over 3.3 m (1.78 m estimated true width).

 

2020 Significant Drill Intersections – West Fault Target

 

Hole

From (m)

To (m)

Core Length (m)

Estimated True Width (m)

Silver (g/t)

Gold

(g/t)

Lead (%)

Zinc (%)

Silver-Equivalent (g/t)*

HLD20-18

246.85

248.00

6.80

3.73

96

0.15

0.15

0.73

140

 

 

 

 

 

 

 

 

 

 

HLD20-19

225.50

226.01

0.51

0.28

226

0.02

4.61

25.90

1347

and

246.85

263.00

16.15

8.72

311

0.11

0.89

1.13

390

including

252.00

260.30

8.30

4.48

444

0.15

1.54

1.34

554

including

257.00

260.30

3.30

1.78

818

0.20

3.47

1.03

980

 

Analytical values have been rounded.

*Silver-equivalent values are calculated assuming 100% recovery using the formula: ((20 * silver (g/t) / 31.104) + (1650 * gold (g/t) / 31.104) + (0.90 * 2204 * lead %/100) + (1.10 * 2204 * zinc %/100)) *(31.1035 / 20). Metal price assumptions are US$20/oz silver, US$1650/oz gold, US$0.90/lb lead and US$1.10/lb zinc.

 

The West Fault structure, as interpreted from surface geology and historical drilling, is over 1,750 m in strike length.  Drilling to date has successfully intersected the West Fault over a fraction of this strike length and the target remains open in all directions.  The high-grade results from HLD20-19 now allow for additional vectoring along possible high-grade ore-shoot orientations.

 

At the Middlecoff Zone, two holes were drilled to test the extension of silver-lead-gold mineralization identified in drilling and historic underground development. One hole was terminated before reaching the target due to excessive deviation, while HLD20-21 intersected silver mineralization including a core length of 0.89 m averaging 342 g/t silver, 2.35% lead and 1.20% zinc (476 g/t silver-equivalent*).

 

2020 Significant Drill Intersections – Middlecoff Target

 

Hole

From (m)

To (m)

Core Length (m)

Estimated True Width (m)

Silver (g/t)

Gold

(g/t)

Lead (%)

Zinc (%)

Silver-Equivalent (g/t)*

HLD20-21

180.62

187.37

6.75

3.00

81

0.14

0.40

0.41

120

 

 

 

 

 

 

 

 

 

 

including

186.48

187.37

0.89

0.40

342

0.19

2.35

1.20

476

 

*Silver equivalent values are calculated assuming 100% recovery using the formula: ((20 * silver (g/t) / 31.104) + (1650 * gold (g/t) / 31.104) + (0.90 * 2204 * lead %/100) + (1.10 * 2204 * zinc %/100)) *(31.1035 / 20). Metal price assumptions are US$20/oz silver, US$1650/oz gold, US$0.90/lb lead and US$1.10/lb zinc.

 

The drill rig was winterized and remained on site to facilitate the start-up of the second phase of drilling 2021 to systematically follow up on the 2020 results which will include testing along strike and down dip to define possible high-grade shoots. Crews arrived on site in April and drilling commenced in May 2021. Drilling was focused on the West Fault target to follow up the results of the 2020 drilling on this target by testing in 50-meter step-outs to the south along strike and down dip.

 

Drilling was completed in July 2021. A total of six holes were drilled totaling 1,576.4 meters. Five holes reached target depth, intersecting the West Fault structure and associated splays. Significant results from those five holes are contained in the following table:

 

Hole

From (m)

To (m)

Core Length (m)

Estimated True Width (m)(1)

Silver (g/t)

Gold

(g/t)

Lead (%)

Zinc (%)

Silver-Equivalent (g/t)(2)

HLD21-23

211.1

211.4

0.3(3)

0.18

145

0.53

0.30

19.3

925.6

HLD21-24

265.86

271.1

5.24 (3)

3.14

1,351

0.08

2.43

2.91

1,542

Including

269.0

271.1

2.10

1.26

3,267

0.11

5.80

7.02

3,720

HLD21-25

293.44

300.27

6.83

4.27

363.4

0.14

1.73

2.80

534.2

Including

295.80

297.40

1.60

1.00

1,107

0.16

6.98

3.97

1,485

HLD21-26

270.41

275.5

5.09(3)

3.05

205

0.11

1.20

3.13

369

Including

270.41

270.96

0.55

0.33

437

0.04

9.99

16.9

1,383

HLD21-27

225.00

233.00

8.00(3)

4.80

81.4

0.03

0.16

0.65

113

Including

225.00

225.62

0.62

0.37

342

0.06

0.37

0.49

376

 

(1)

True width of the vein and breccia mineralization is estimated to be 50-70% of the core length intersection with the exception of HLD21-25 where precise measurements of vein contact angles yields 62.5% of the core length intersection. A value of 60% is used for the purposes of reporting HLD21-23, 24, 26 and 27, and 62.5% for HLD21-25.

(2)

Silver-equivalent values are calculated assuming 100% recovery using the formula: ((20 * silver (g/t) / 31.1035) + (1650 * gold (g/t) / 31.1035) + (0.90 * 2204 * lead %/100) + (1.10 * 2204 * zinc %/100)) *(31.1035 / 20). Metal price assumptions are US$20/oz silver, US$1650/oz gold, US$0.90/lb lead and US$1.10/lb zinc.

(3)

Core recovery is estimated at 70-75% for HLD21-24 and 25, with the exception of a 0.80 meter section of HLD21-24 where recovery was zero. A value of zero was assigned to silver, gold, lead and zinc for the section of zero core recovery for the purposes of composite interval calculations. Core recovery is estimated at 46% for HLD21-23, 69% for HLD21-26 and 94% for HLD21-27 over the reported intervals.

 

HLD21-25 intersected the West Fault structure at 291.5 m over a core length of 13.38 m (estimated true width of 8.36 m), averaging 220.5 g/t Ag (325.0 g/t silver-equivalent). Strong siderite/sulphide breccia and veining was intersected at 293.44 m returning a 6.83 m (4.27 m estimated true width) intersection of 363.4 g/t silver (534.2 g/t silver-equivalent). The highest grade interval of 1.6 m (1.00 m estimated true width) of 1,107 g/t silver, 3.97% lead and 3.97% zinc (1,485 g/t silver-equivalent) consisted of very strong siderite-galena-sphalerite with trace tetrahedrite in veins and breccia. Siderite/sulphide veining is bounded on both sides by zones of clay-gouge with elevated silver content.

 

The West Fault intersection in HLD21-25 occurs approximately 25 meters uphole from where the target was modelled to occur and it is now believed that the West Fault is a complex of faults and splays rather than a single discreet fault structure. Narrow structures hosting siderite-galena-sphalerite veins have been intersected above the West Fault mineralization in previous holes (HLD20-19, HLD21-24) and are now thought to represent the upper splay of the West Fault, now referred to as WF2. The WF1 structure, host to the high-grade silver mineralization previously released in hole HLD20-19 and HLD21- 24, looks to weaken to down dip to the northwest, perhaps stepping over to the WF2 splay in this direction. HLD21-22 and -23 were drilled to test mineralization 50 meters on strike of HLD20-19 to the southwest. HLD21-22 was lost in a fault at 116.70 meters depth. HLD21-23 successfully intersected the West Fault Vein (WF1); however, recent remobilization of the fault is interpreted to have cut the vein mineralization off, yielding a 30 cm intersection of 145 g/t silver, 0.529 g/t gold, 0.30% lead and 19.3 % Zn (925.6 g/t Ag-equivalent). It appears that some of the intersection may have been lost as the footwall contact consists of rubble and gouge.

 

HLD21-26 intersected the West Fault structure at 268.43 m over a core length of 15.42 m (estimated true width of 9.25 m). Strong siderite/sulphide breccia and veining was intersected at 270.41 m returning a 5.09 m (3.05 m estimated true width) intersection of 205 g/t silver (369 g/t silver-equivalent). The highest-grade interval of 0.55 m (0.33 m estimated true width) of 437 g/t silver, 9.99% lead and 16.9% zinc (1,383 g/t silver-equivalent) consisted of very strong siderite-galena-sphalerite with trace tetrahedrite in veins and breccia. Siderite/sulphide veining is bounded on both sides by zones of clay-gouge with elevated silver content.

 

HLD21-27 intersected the West Fault structure at 222.40 m over a core length of 16.75m (estimated true width of 10.05 m). Strong siderite vein and vein breccia with banding open-space fill textures was intersected at 225.00 m, returning an 8.00 m (4.80 m estimated true width) intersection of weakly mineralized material grading 81.4 g/t silver (113 g/t silver-equivalent). This intersection expanded vein mineralization at the West Fault 50 m to the northeast along strike from HLD20-19 that intersected 8.30 m (4.48 m estimated true width) of 444 g/t silver (554 g/t silver-equivalent). Although the vein and vein breccia was wide and consisted of textures associated with productive mineralization, it was moderately to strongly oxidized with remnant sulphides occurring predominantly as disseminated blebs indicating a lower overall original galena and sphalerite content.

 

Holes HLD21-26 and -27 intersected the upper WF2 vein. The current interpretation is that a “step over” from the WF1 vein to the WF2 occurs in the vicinity of the HLD21-24 and -25, where the width and grade of the vein is the strongest. The orientation of the step over is not definitive, but one possibility is that it plunges steeply to the southwest in the plane of the West Fault Complex and high-grade shoot geometries could also be aligned in this direction. Our current level of understanding indicates that stepping out along strike to the southwest and down dip along the structure from HLD21-24 and -25, where our highest grades and thicknesses of veining to date have been intersected, is most prospective. However, the possibility still remains that stronger mineralization may redevelop along strike to the northeast of HLD21-26, and -27 where in excess of 350 m of structure remains open.

 

The West Fault Complex is traced for over 650 meters and can be interpreted to extend to 1.1 kilometers in length before merging with the 2.2 kilometer-long Main Zone structure. Drill testing to date covers only a fraction of the West Fault Complex target. Silver mineralization has now been intersected in nine holes that pierce the WF1 and WF2 veins over 90 meters of dip direction and 100 meters of strike direction. The West Fault Complex is one of four high-priority silver-lead-zinc-bearing vein drill targets at Haldane.

 

All samples were analyzed by 33 element four acid digestion ICP-MS methods at ALS Canada Ltd. Sample preparation was completed in Whitehorse, Yukon and geochemical analyses were performed in Vancouver, British Columbia. Samples with over limit silver and gold were re-analyzed using a 30- gram fire assay fusion with a gravimetric finish. Over-limit lead and zinc samples were analyzed by four acid digestion and atomic absorption spectrometry. All results have passed the QA/QC screening by the lab Equity Exploration Consultants Ltd, of Vancouver BC is executing and managing the Haldane Project. Equity utilized a quality control and quality assurance protocol for the drill core sampling, including blank, duplicate, and standard reference samples.

 

The property has several other silver-lead-zinc prospects beyond the drilled targets. These include vein-fault showings within the MHVS north of Bighorn Creek at the Johnson Adit area, the Main Zone, and other vein-faults sampled at surface like those at Johnson South. The area is largely covered by heavy talus hindering prospecting and soil sampling surveys. This talus also creates difficult drilling conditions resulting in several drill holes not reaching target depth in the Main Zone area. Geochemical and geological targets based on the Company’s exploration work exist in the north and east parts of the property, such as the North Star anomaly and Strebchuk Showing and these should be advanced through detailed mapping in conjunction with rock sampling and fill-in soil geochemical surveys. There are also a couple soil anomalies west of the Bighorn Anomaly that should be followed up with prospecting, geological mapping, and/or infill soil sampling. Additional follow-up work could be done on Pb-Zn-Ag mineralization that was defined through historical exploration on the on Sn-W showings on the east slopes of Mt Haldane.

 

Current and Anticipated Exploration

 

In September 2022, exploration resumed at Haldane. This program consists of mapping, prospecting and trenching of targets in preparation for drill testing. The work is investigating the extensions of historical high-grade silver production on the property as well as recently defined targets, such as the West Fault where the Company was outlining high-grade silver mineralization which recently returned 3.14 m (true width) averaging 1,351 g/t silver, 2.43% lead and 2.91% zinc in drilling.

 

The current program investigated four areas with potential for traditional “Keno-style” carbonate-silver bearing sulphide vein mineralization in the Basal Quartzite member of the Keno Hill Quartzite formation, as seen at the Middlecoff and West Fault zones at Haldane and similar to that which comprises ore at the nearby Keno Hill mine and surrounding deposits. Targets may also be prospective for gold mineralization in the Sourdough member of the Keno Hill Quartzite formation, which sits stratigraphically above the Basal Quartzite member. Other explorers in the district have recently been successful in identifying gold deposits within this unit.

 

Four target areas were investigated in the 2022 program, Bighorn, Sundown, Bighorn East and Ross West. Field work at Bighorn targeted the extension of known mineralization identified in surface trenches and diamond drilling in 2019. This hole (HLD19-15) was the first test within a 900-meter long silver-lead soil geochemical anomaly, intersecting four separate structures in drilling, with one yielding 2.35 m of 125.7 g/t silver and 4.39% lead. Trench BHU3 intersected faulted quartzites and schists of the Basal Quartzite Member of the Keno Hill Formation approximately 250 m south of HLD19-15. No sulphides remain, but sampled oxide mineralization from a 2 m chip sample returned 32.7 g/t silver. This structure, now termed the BT structure, has been identified in drilling and in surface trenching over 525 meters of strike length with at least 1,400 meters of strike potential in the favorable Basal Quartzite Member host rocks. Importantly, further potential to expand the BT structure strike exists where the fault continues within the Basal Quartzite under cover of the overlying Sourdough Member. Due to these encouraging results, the Bighorn target is now a priority for drill testing in 2023, along with the West Fault.

 

At the Sundown and Ross West target areas, crews were unable to identify the source of anomalous soil geochemical results, largely due to the depth of overburden and a lack of outcrop. At Bighorn East intrusive sills and dykes identified in the area were not precious metals bearing.

 

Future exploration is planned that will consist of airborne electromagnetic and magnetic surveys to help map lithologies, refine targets structures, and identify new, potentially silver-bearing target structures. This work will be followed by trenching where applicable, and diamond drilling. The next phase of drilling will be conducted on multiple targets, including the West Fault silver discovery and the emerging Bighorn silver target.

 

The West Fault drilling will target the extensions down plunge on the target where high-grade silver mineralization has been identified over an area 100 meters by 90 meters in size, and on two structural levels within the West fault structure. Drilling would aim to build on previous intersections at West fault including 1.8 meters of 818 grams per ton silver, 3.47% lead, 1.03% zinc and 3.14 meters of 1,315 grams per ton silver, 2.43% lead, 2.91% zinc (true widths). At least four holes are planned to test the extensions of this mineralization on 50-meter step-outs.

 

Drilling is also planned for the Bighorn target located 3 kilometers to the northwest of the West Fault. The Bighorn target was identified from soil geochemical sampling that returned anomalous values for lead and silver in soils. The only drill hole at this target returned 125.7 grams per ton silver and 4.39% lead over 2.35 meters from previously unrecognized vein structures. Trenching and groundwork in 2022 programs was able to refine targeting at Bighorn, and additional drilling will test this target for its potential to host wide, high grade silver mineralization.

 

Additional drilling will also target the Main and Middlecoff targets, and any targets generated from the geophysical data and trenching.

 

As of September 30, 2023, the Company has expended $5,048,921 on acquisition and exploration on the property.

 

Tim Property

The Tim Property is located in the southeastern portion of the Yukon Territory. Currently, the property consists of 72 mineral claims. The Company currently has a 100% interest in the property, subject to a 2% NSR. Coeur Mining Inc. can earn up to an 80% interest in the property by funding exploration, a feasibility study, and making a determination to develop a mine, and making certain cash payments to the Company.

 

The project is at the exploration stage and currently does not contain proven mineral reserves.

 

How Acquired

 

The Company acquired a 100% interest in the property in July 2007 through its agreement with Almaden Minerals Ltd. The Company acquired 100% interest in 7 properties, including Tim, in exchange for 350,000 (70,000 post-consolidated) common shares of the Company at a price of $4.00 ($20.00 post-consolidation) per share and a net smelter return royalty of 2% on all mineral products discovered on the properties. Due to exploration spending by ACME Resources as the optionee on the Tim property, the Company issued as a bonus an additional 50,000 (10,000 post-consolidation) common shares to Almaden in Fiscal 2008.

 

In September 2007, the Company optioned to the property to ACME Resources (formerly International KRL Resources). Under the agreement, ACME could earn a 60% interest in the property by spending $3,000,000 on exploration and issuing the Company 1,000,000 common shares by September 10, 2011. ACME staked additional claims and added them to the property but subsequently withdrew from the option agreement, and the Company retained its 100% interest in the property, including the additional claims.

 

In January 2020, the Company finalized an agreement with Coeur Mining, Inc. on the property. Due to delays in receiving the Class 3 land use permit required to conduct additional exploration, the agreement was subsequently amended on December 5, 2023. Coeur can earn an initial 51% interest in the Property, which they can subsequently increase to an 80% interest by funding $3.7 million in exploration over five years and making scheduled cash payments totaling $575,000 over eight years. Coeur must also fund a feasibility study and notify the Company of its intention to develop a commercial mine on the property on or before the 8th anniversary from the date of notification of the class 1 exploration permit.

 

To earn an initial 51% interest, Coeur must make the exploration financing and cash payments under the following schedule:

 

Date/Period

Exploration

Expenditures

Option Payment

On the Effective Date

None

$10,000 (received)

On or before 1st anniversary of the Class 1 Notification Date

$50,000

$15,000 (received)

On or before 2nd anniversary of the Class 1 Notification Date

$500,000

$25,000 (received)

By December 31, 2023

-

$50,000 (received)

By December 31, 2024

$700,000

$75,000

By December 31, 2025

$1,100,000

$100,000

By December 31, 2026

$1,353,073

$100,000

(*) Class 1 Notification Date is December 16, 2020.

 

Once Coeur earns the initial 51% interest in the property, in can increase its interest to 80% by financing a feasibility study and notifying the Company of its intention to develop a commercial mine on the property on or before the eighth anniversary from the date of notification of the Class 1 exploration permit, as well as pay an additional $200,000 to the Company as follows:

 

Date/Period

Option Payment

By December 31, 2027

$100,000

On or before 8th anniversary of the Class 1 Notification Date

$100,000

 

As further consideration for the agreed upon amendments to the option agreement, Coeur agreed to make a one-time payment of $50,000 to the Company which was received on January 4, 2024.

`

Location and Access

 

The property is located in the southeastern Yukon 72 kilometers west of Watson Lake. The property is road accessible from the Alaska Highway via an approximately 45 kilometer long access road, and additional roads provide access throughout the property. There is no infrastructure on the property, and no nearby source of power. Several creeks flow through the property and provide a year-round water supply.

 

Regional and Property Geology

 

The region overlies the Cassiar terrane of carbonate and clastic sedimentary rocks formed on the ancient continental margin of western North America. The property covers a folded sequence of Lower Cambrian and Cambrian rocks, and includes carbonate hosted silver-lead-zinc mineralization.

 

Exploration History

 

The property was first staked in the early 1980's at the same time as several other properties in the area. Work conducted in the late 1980's established anomalous soil geochemical results with elevated silver, lead, zinc and manganese values. Two large geochemical anomalies were defined, measuring 1,500 meters by 300 meters. An IP survey recorded results that coincided with the geochemical anomalies.

 

ACME optioned the property from the Company in September 2007 and in 2008 completed a five-hole, 1,254 diamond drill program targeting the previously identified IP anomalies. The drilling failed to intersect significant mineralization, although hole W-08-01 intersected a 4 meter zone of mineralization assaying 10.6 g/t silver, 0.21% lead and 0.83% zinc. ACME subsequently withdrew from the option agreement after spending approximately $800,000 on exploration.

 

In September 2013, the Company conducted a short, focused work program on the property. The program was designed to re-evaluate a historical zone of silver-lead rich Carbonate Replacement Mineralization exposed by mechanized trenching in 1988. Historical chip sampling across the zone reportedly returned 352 g/t silver and 9.12% lead across 4.0 meters. In addition to this exposure, similar mineralization was also reported in adjacent trenches 180 and 250 meters on either side of the central trench. No drill testing of this zone has ever been conducted.

 

The Company’s field crew located the central historical trench (T-3) and exposed the main mineralized showing with hand tools. A total of 6.4 meters of footwall alteration and CRM were exposed at the base of the trench. Three series of sawn channel samples were taken across the exposure of approximately 1 meter spacing between channels. The central channel tested a partial exposure of footwall alteration and the CRM while the outer channels only tested the partially exposed CRM. Weighted average assays for each of the channel samples are included in the table below. Sample intervals are true width.

 

 

Channel

Interval

(m)

Silver

(g/t)

Lead

(%)

Central

6.40

220

4.74

including

3.70

365

7.54

including

0.70

976

8.32

 

 

 

 

West

2.70

269

8.23

including

0.70

829

7.94

 

 

 

 

East

2.50

280

10.28

 

Elevated accessory elements in the mineralized zone include zinc, arsenic, antimony, bismuth, indium, gold and tin. The CRM is hosted within a steep southeasterly dipping structural zone and is dominantly comprised of manganiferous carbonate and porous dark brown limonite. Hand trenching did not expose the hangingwall contact of the mineralized zone due to slough and extensive downslope cover. Historical soil geochemical response defines three distinct linear northwest trending silver-lead anomalies, each of which is continuously defined for a strike length of roughly 2,000 meters. All historical trenching was conducted along the trace of the central geochemical anomaly but the soil sample coverage was not completed over the mineralized zone encountered in trench T-3 or northwest along strike.

 

Sawn samples were approximately 4 centimeters in width, resulting in relatively large samples per interval, which the Company believes improves the reliability of the sampling. Samples were delivered to ALS Minerals in Whitehorse, Yukon for sample preparation and all analyses were completed in North Vancouver. Rock samples were weighed, dried, crushed and split being pulverized to 8% passing 75 microns. Silver and 50 other elements were analyzed using ICPMS techniques.

 

Coeur is funding exploration at Tim. A 2020 exploration program was planned to target high-grade silver-lead-zinc Carbonate Replacement Mineralization (“CRM”) similar to that occurring at Coeur’s producing Silvertip Mine located 12 kilometers south of the Tim property. The required Class I permit was not received until late in 2020. Therefore, the program was deferred and commenced in May 2021.

 

The 2021 exploration program at Tim targeted high-grade silver-lead-zinc Carbonate Replacement Mineralization (“CRM”), similar to that found at Coeur’s Silvertip operation. The program consisted of a SkyTEM airborne geophysical survey followed up by groundwork The SkyTEM airborne geophysical survey collected magnetic and resistivity data over the concessions to help identify and delineate structural features on the property and identified several conductors that appear to correlate with oxidized silver-bearing mineralization encountered in historic trenching programs by previous operators. Re-opening of the historic trenches in 2021 exposed oxidized material thought to be related to carbonate replacement mineralization, similar in nature to silver-bearing mineralization seen elsewhere in the region. Analytical results from trench samples are pending. In total, 1,298 soil samples, 38 rock chip and grab samples from the historic trenches, and 4 rock grab samples from regional reconnaissance were collected during the program.

 

Current and Anticipated Exploration

 

Coeur is the operator for exploration at Tim under the agreement. In 2022, permitting for a drill program was ongoing. A five-year Class 3 Land Use Permit was issued in June 2023. Due to the delays in receiving the permit, Coeur was unable to conduct their planned drill program in calendar 2023. Coeur is currently compiling the data from previous programs and refining drill targets for a diamond drilling program which is expected to commence in 2024.

 

White River Property

The White River Property is located in the western portion of the Yukon Territory. Currently, the property consists of 308 mineral claims (approximately 6,400 hectares). The Company has a 100% interest in the property.

 

The project is at the exploration stage and currently does not contain proven mineral reserves.

 

Picture 

White River Property Location Map

 

How Acquired

 

During fiscal 2010, the Company acquired the White River property through staking. Additional claims were staked in the first quarter of fiscal 2011.

 

Location and Access

 

The property is located in the west-central Yukon 11 kilometers north of the settlement of Koidem and approximately 400 kilometers northwest of Whitehorse, Yukon. A grass airstrip is located 15 kilometers southwest of the property at White River Lodge, which is adjacent to the paved Alaska Highway, which can be seen from the property. Travel within the property is primarily by helicopter. There is no infrastructure on the property, and no outside source of power.

 

Regional Geology

 

The property lies at the western end of the Nisling Mountain Range within the Tintina Gold Province. The property lies at the western end of the Nisling Range, within the Tintina Gold Province, a 200-km-wide, 1,200-km-long arc which extends from northern British Columbia through the Yukon west to southwest Alaska.

 

Property Geology

 

The property covers an area of hydrothermal alteration and mineralization indicative of both intrusion related copper-gold and epithermal gold-silver mineralizing environment.  Quartz and carbonate veining are present, primarily in east-west linear zones. Siliceous metasediments are present, along with mafic volcanics. A number of felsic dykes intrude these rocks. Abundant outcrop occurs on the property, particularly within a northwesterly facing moderately sloping cirque.

 

Exploration History

 

Prior to the Company's staking of the property, there is no known exploration history. During 2009, the Yukon Geological Survey and Geological Survey of Canada completed an airborne magnetic and radiometric survey over a wide area, which included the White River Property. The Company used this survey, along with a Government regional stream sediment database, to stake the initial 48 claims.

 

Subsequent to the initial claim staking, the Company commissioned a soil geochemical survey, as well as performing additional prospecting and reconnaissance work. Assays were received for 47 select prospecting samples collected from the main zone of mineralization on the property, which is roughly 350 by 600 meters. These samples returned gold, silver and copper values. As a result of this work, the Company staked an additional 120 claims, which increased the size of the property to 168 claims.

 

Detailed prospecting identified a east-trending gold zone ("HG zone") defined by strongly anomalous gold-in-soil response over an 800-meter strike length. An additional 140 claims were staked to cover prospective geology north and east of the original claim block. A new target zone, known as the "Cool Zone", was identified through follow-up prospecting of anomalous copper-in-soil geochemical anomalies defined in the 2010 soil sampling. The Cool Zone is located approximately 500 meters north of the HG Zone, and samples returned gold, silver and copper values.

 

During 2011, the Company conducted prospecting, mapping, two phases of soil sampling and hand trenching, along with a preliminary induced polarization (IP) survey. Highlights from this work included the discovery of 1.0 meters grading 82.2 g/t gold from trench TR-HG11-02, as well as strongly anomalous gold values from nine of eleven trenches excavated. The Company also added 27 claims to the property to cover anomalous soil samples on the eastern side of the property, approximately 8 kilometers from the HG zone.

 

Soil samples were weighed, dried and sieved to minus 180 microns. Fire assay procedures were followed by atomic absorption spectroscopy. Assays for the program were conducted by ALS Minerals. Sample preparation was conducted at ALS Whitehorse and final analysis at ALS Minerals North Vancouver, B.C.

 

In April 2012, the Company signed an option agreement with Driven Capital Corp. Under the option agreement, Driven could earn a 60% interest in the White River Property by making cash payments to the Company of $400,000, issuing 2,000,000 Driven common shares to the Company, and completing $4,250,000 in exploration expenditures on the property.

 

Driven funded the 2012 exploration program on the property, which included 1,327 meters of diamond drilling in seven holes to partially test structurally associated gold-copper-silver mineralization in localized portions of the HG, MB and Cool zones. All drill holes encountered multiple, well-developed shear zones from 1 to 40 meters in drill thickness and mineralized by combinations of quartz-feldspar veining, pyrite-arsenopyrite-chalcopyrite veining and breccias, carbonate ± sulphide veining and breccia, limonitic fracture networks and gossans, present in complex, multiple cross-cutting relationships. About half of the shear zones intercepted by drilling can be correlated with trench exposures and surface lineaments, while the other half are blind with no surface geologic or geochemical indications. The presence of these blind zones is very encouraging and suggests that the degree of structural preparation and hydrothermal fluid flow is greater than initially thought.

 

Each drill hole encountered poor core recovery to total loss of core due to the high degree of fracturing, strong surface oxidation/weathering and presence of clay-rich gouge. The poor core recovery occurred in intervals of 1.0 to 3.0 meters in drill thickness within one or more shear zones in each drill hole.  Since these intervals of missing geologic and assay data occur within some of the mineralized shear zones, drilling was not completely successful in testing the near surface mineralized zones. Moderately elevated gold values were identified in six of the seven holes. Elevated gold intervals are coincident with strongly anomalous arsenic and bismuth. All assays were carried out by ALS Canada Ltd. with sample preparation in Whitehorse and analysis in North Vancouver, B.C. Gold and silver were analyzed by 30 g fire assay with gravimetric finish; thirty-five element ICP analysis with four-acid digestion was also conducted.

 

Elsewhere on the property, two select prospecting samples which were not previously sampled were collected from the spoil pile of a trench which was excavated at the MS2 Showing in 2011, approximately 500 meters south of the HG Zone. The two samples returned 18.90 and 3.25 g/t gold and both samples have strongly anomalous accessory arsenic, bismuth and tellurium. The MS2 Showing is an alpine plateau coincident with a well-defined IP chargeability anomaly and remains untested by diamond drilling.

 

In February 2013, Driver returned the project to the Company after expending approximately $833,000 on exploration. The 2012 diamond drill program was localized within a very small portion of the White River West gold-copper-arsenic geochemical anomaly and has not sufficiently explained the extensive soil geochemical surface expression of the White River mineralizing system. Additional areas of arsenic-copper±gold soil geochemical response previously outlined require further exploration.

 

Current and Anticipated Exploration

 

The Company is currently seeking a joint-venture partner for the White River property.

 

Goz Creek Property

The Goz Creek Property is located in the east-central portion of the Yukon Territory. Currently, the property consists of 90 mineral claims (approximately 1,800 hectares). The Company has a 100% interest in the property, subject to a 2% Net Smelter Return Royalty (“NSR”).

 

The project is at the exploration stage and currently does not contain proven mineral reserves.

 

 

 

Picture 

 

Location and Access

 

The property is located east-central Yukon, 180 kilometers northeast of Mayo. Access to the property is by helicopter. There is no infrastructure on the property, and no nearby power supply. Several rivers cross the property and provide a consistent water supply.

 

Regional and Property Geology

The property covers an area of Lower Cambrian carbonate rocks that host stratabound replacement zinc mineralization of the Mississippi Valley Type. Mineralization is dominated by low iron sphalerite occuring in a stratabound and discordant zones within a locally extensive dolostone unit. The highest grades in the Main Zone is hosted within silica breccia believed to be associated with moderately to steeply dipping north north-easterly trending faults. Trace to moderate amounts of finely disseminated pyrite are observed in some drill core and coarse-grained galena bearing outcrops are visible at various locations on the property peripheral to the Main Zone.

 

Exploration History

 

Initial discovery on the property occurred in 1973. Exploration conducted in 1974 and 1975 included geochemical soil sampling, mapping and prospecting, and 55 diamond drill holes. This drilling program outlined a zinc resource in the Main Zone. A significant portion of the drill core from the 1974 and 1975 drilling is stored on the property.

 

In 2008, the Company completed a 7 hole diamond drill program totaling 722 meters to test down-dip and along strike from the historic resource at the main zone. Significant results from this program include:


6


 

 

 

Hole

 

From

 

To

Interval

(m)

Zn

(%)

Ag

(g/t)

 

 

 

 

 

 

GZ-08-56

No significant mineralization observed - no samples collected

 

 

 

 

 

 

 

GZ-08-57

15.57

40.16

24.59

5.73

2.25

  including

22.67

40.16

17.49

6.67

2.99

  including

33.22

33.51

0.29

41.25

45.00

 

 

 

 

 

 

GZ-08-58

35.51

76.19

40.68

13.55

29.88

  including

48.28

76.19

27.91

17.19

39.67

  including

72.68

76.19

3.51

32.89

43.48

 

 

 

 

 

 

 

93.80

108.49

14.69

8.56

6.76

  including

93.80

98.90

5.10

21.93

14.19

 

 

 

 

 

 

GZ-08-59

68.1

78.1

10.00

1.89

0.62

  including

68.1

70.1

2.00

3.03

1.52

 

 

 

 

 

 

GZ-08-60

24.13

49.44

25.31

7.00

5.10

  including

26.13

30.88

4.75

14.00

11.45

  including

46.48

49.44

2.96

20.21

17.35

  including

48.74

49.44

0.70

62.05

45.10

 

GZ-08-61

25.54

53.04

27.50

12.83

10.91

  including

28.74

38.03

9.29

19.48

14.47

  including

37.01

38.03

1.02

43.20

7.06

 

 

 

 

 

 

GZ-08-62

61.11

98.78

37.67

6.98

3.06

  including

77.68

98.78

21.10

10.32

4.88

  including

96.02

96.55

0.53

32.74

15.80

 

The Company also conducted gravity surveys over the Main Zone and the Walt Ridge prospect, and identified numerous mineralized showings elsewhere on the property.

 

Assays for the program were conducted by ALS Minerals. Sample preparation was conducted at ALS Whitehorse and final analysis at ALS Minerals North Vancouver, B.C. Rock samples and drill core were weighed, dried, crushed and split being pulverized to 8% passing 75 microns. Fire assay procedures were followed by atomic absorption spectroscopy. Reference standards were sourced from CDN Resource Laboratories Ltd.

 

Current and Anticipated Exploration

 

The Company is currently seeking a joint-venture partner for the Goz Creek property.

 

MOR Property

The MOR Property is located in the southern Yukon Territory. Currently, the property consists of 290 mineral claims (approximately 6,000 hectares). The Company has a 100% interest in the property, subject to a 2% Net Smelter Return Royalty (“NSR”).

 

The project is at the exploration stage and currently does not contain proven mineral reserves.

Picture 

 

How Acquired

 

The Company acquired a 100% interest in the property in July 2007 through its agreement with Almaden Minerals Ltd. the Company acquired 100% interest in 7 properties, including MOR, in exchange for 350,000 (70,000 post-consolidation) common shares of the Company at a price of $4.00 ($20.00 post-consolidation) per share and a net smelter return royalty of 2% on all mineral products discovered on the properties. After the completion of the acquisition of the 52 Almaden claims, the Company increased the size of the property by staking additional claims in fiscal 2007 and 2008.

 

Location and Access

 

The property is located south-central Yukon in the Watson Lake Mining District, 180 kilometers west of Watson Lake and 35 kilometers east of Teslin, Yukon. Access is via the paved Alaska Highway, which lies 1.5 kilometers south of the property. Access throughout the property is primarily by helicopter. There is no infrastructure on the property. The nearest power supply is approximately 35 kilometers away in the community of Teslin.

 

The property lies at an elevation of approximately 2700 to 4300 feet in mixed forest and sub-alpine terrain. Summers are moderate, and winters are cold, with moderate precipitation that averages several feet of snowfall each year.

 

Some of the property is situated on Category B Settlement Lands of the Teslin Tlingit Council ("TTC"), Yukon First Nations, which holds a fee simple surface title pursuant to its 1993 Final Agreement with the governments of Canada and the Yukon. Although the Company owns 100% of the mineral rights, permission from the TTC is required for entry to the lands to conduct exploration.

 

Regional Geology

 

The region lies within the Canadian Corillera in the Omineca Belt, a zone of uplifted metamorphic and intrusive rocks. In the property area, the belt has several deformed Paleozoic assemblages, which include a portion of the Tanana Terrane lying between the Teslin Fault to the west and the Cassiar terrane to the east. This Devono-Mississippian stratigraphy is known as the Big Salmon Complex. This Complex is similar to other units which host known volcanogenic massive sulphide ("VMS") deposits elsewhere in the Yukon.

 

Property Geology

 

The property is underlain by a thick sequence of green quartz-chlorite and chlorite schists, which are mafic to intermediate volcanic tuffs and minor flows. The mafic rocks are interbedded with quartz chlorite schist and intermediate tuff, which contain various amounts of parallel quartz and feldspar. The rocks are strongly deformed.

 

Mineralization is Kuroko style volcanic hosted massive sulphide ("VHMS") mineralization. Exploration has identified a number of heavily disseminated, semi-massive and massive sulphide horizons.

 

Exploration History

 

The initial claims were staked in 1997 to cover a small zone of base and precious metal values in soil and subcrop. Work conducted by Almaden including hand pitting and trenching, as well as prospecting and reconnaissance on and around the original claims. Geochemical surveys and sampling were performed, and additional claims were added. In 2004, a two-phase exploration program was completed, which included a 4.5 line-km Induced Polarization (IP) survey, and two drill locations were selected to test for mineralization at depth. A total of 185.3 meters was drilled, and both holes encountered several (0.35 to 4.9 meters) intervals of significant gold, silver, copper and zinc mineralization.  

 

After acquisition of the property in July 2007, the Company completed a Versatile Time Domain Electromagnetic (VTEM) airborne geophysical survey which identified a number of conductors on the property. Several of the conductors were coincident with soil geochemical anomalies and the location of previous drilling.  

 

Four diamond drill holes totaling 685 meters was completed within a 300 meter portion of a 2,500 meter long soil geochemical anomaly during 2007 All holes intersected massive to semi-massive sulphide mineralization with significant copper, zinc, silver and gold values, including 5.46 meters of 1.20% copper, 2.85% zinc, 1.356 g/t gold and 55.8 g/t silver from drill hole MOR 07-03 and 7.80 meters of 1.18% copper, 1.52% zinc, 1.256 g/t gold and 52.2 g/t silver from drill hole MOR 07-02.

 

An additional 172 claims were staked in 2007 to cover a series of anomalies outlined during the VTEM survey. During 2008, additional prospecting to follow up on geophysical anomalies was completed. This work resulted in the discovery of several new mineralized outcrops, including the Mag, SD, and Bean zones.

 

An eight hole drill program totaling 1,703 meters was completed in 2008. Three holes tested the original Discovery Horizon at 100 meter step-outs to the east, Each of the holes encountered the target horizon but contained decreasing sulphide and metal content. Two holes tested the down-dip extension of the thickest sulphide accumulations encountered by prior drilling. Neither of the holes encountered significant mineralization. One hole was drilled to test a near surface IP conductor. A narrow sulphide band near the top of the hole associated with the lower lens of the Discovery Horizon was cut, but did not encounter significant mineralization near the IP conductor. The remaining two holes were completed in the SD zone approximately 2 kilometers south of the Discovery Horizon. Both holes encountered narrow massive sulphide intervals.

 

In 2009, the Company performed a property-wide program of lithogeochemical sampling, as well as additional gravity surveys and prospecting. In September 2009, the Highway claims were acquired from Strategic Metals and added to the MOR property. These claims cover a similar stratigraphy adjacent to the MOR claims block that is also prospective for VHMS mineralization. In 2007, Strategic completed VTEM surveys over the Highway claims that identified a strong linear EM anomaly.  

 

In 2010, the Company collected soil geochemical samples over the newly acquired Highway claims which returned weakly anomalous copper and zinc values over a portion of the claims. A two hole diamond drill program totaling 443.83 meters was completed at the east end of the Discovery Zone. This drilling was designed to test the IP and gravity anomaly defined in 2009. Drilling intercepted massive, semi-massive and heavily disseminated sulphides. Highlights from the program are:

 

 

Hole

 

From

 

To

Interval

(m)

Cu

(%)

Au

(g/t)

Ag

(g/t)

Zn

(%)

 

 

 

 

 

 

 

 

MOR 10-01

85.10

92.90

7.80

0.71

0.41

19.3

0.80

  including

92.25

92.90

0.65

1.43

1.13

49.1

1.98

 

 

 

 

 

 

 

 

MOR 10-02

No Significant Assays

 

Assays for the program were conducted by ALS Minerals. Sample preparation was conducted at ALS Whitehorse and final analysis at ALS Minerals North Vancouver, B.C. Rock samples and drill core were weighed, dried, crushed and split being pulverized to 8% passing 75 microns. For gold assays, fire assay procedures were followed by atomic absorption spectroscopy. For silver and trace element assays, a 51 element “ultra trace” method is utilized using aqua regia acid and analyzed using inductively coupled plasma and mass spectroscopy.

 

The drilling successfully intersected an extension to the Discovery Horizon, which has now been tested and is apparently continuous over 600 meters of strike length.

 

Current and Anticipated Exploration

 

The Company believes it has satisfactorily explained the geochemical anomaly identified through prior augur soil sampling and that significant potential exists for the discovery of additional VHMS mineralization on the property, particularly in the Discovery Zone.

 

The Company is currently seeking a joint-venture partner for the Mor property.

 

British Columbia Property

 

KRL Property

The KRL property was a 781 hectare gold exploration project located within the Golden Triangle of northwest British Columbia. The Company could acquire a 100% interest in the property, subject to a 1% NSR.

 

During the fiscal year ended September 30, 2022, the Company dropped the KRL property and wrote off $336,975 of capitalized exploration and evaluation costs.

 

United States Properties

 

Colorado Properties

 

Twin Canyon Property

The Twin Canyon Property is a 450 hectare (1,100 acre) gold exploration project located in La Plata and Montezuma Counties in Southwest Colorado, approximately 20 kilometers from the town of Mancos.

 

The project is at the exploration stage and currently does not contain proven mineral reserves.

 

Picture 

How Acquired

 

Under an agreement dated June 17, 2020, the Company acquired a lease on the property under the following terms:

 

·Make cash payments of US$26,000 ($34,681) to Myron Goldstein and US$32,000 ($42,685) to Jon Thorson (paid) and issue 250,000 (50,000 post-consolidation) common shares to Myron Goldstein and 250,000 (50,000 post-consolidation) common shares to Jon Thorson (shares issued); 

·Issue 500,000 (100,000 post-consolidation) common shares five business days following the date the Company stakes any mineral claims adjacent to the property (shares issued); 

·Issue 100,000 post-consolidation common shares five business days following the date the Company enters into a joint-venture, option or similar agreement with a third party in respect to the property; and 

·Issue 100,000 post-consolidation common shares five business days following the date the Company commences a drill program in respect to the property. 

 

The Company has also assumed the commitments under the original lease to the property owner from Mr. Goldstein and Mr. Thorson, which includes annual lease payments of US$15,000 for ten years, with the right to extend the lease for two additional terms of ten years each. There is also a 1.5% NSR on the property, two-thirds (1%) of which is purchasable at any time for US$1,000,000. If annual NSR payments exceed US$20,000 in a given year, the Company will not have to make the US$15,000 lease payment for that year.

 

Property Geology

 

Native gold is hosted within the bleached and altered, bitumen-spotted Junction Creek Sandstone with minor limonite after pyrite. This mineralization is found within the crest of an anticlinal structure and is capped by overlying sandstones and shales of the Morrison Formation. Where gold mineralization is present, the host sandstone unit is bleached and spotted with bitumen and small amounts limonite after pyrite. Optical and microprobe work carried out on mineralized samples indicate a direct gold – bitumen association raising the novel possibility that the mineralizing process at Twin Canyon is driven by those associated with petroleum basin development.

 

A small underground gold mine operated at Twin Canyon during the 1980s and early 1990s. Historic sampling of the underground workings has returned grab samples ranging from 0.1 to 15.77 g/t gold. Twenty-eight historic channel samples 1.5 to 10 meters in length were anomalous in gold, eight of which exceeded 2 g/t gold (highlight of 8.1 g/t gold over 3 meters). Historic soil geochemical surveys in the mine area indicate an open, 1600 by 800 meters gold-in-soil geochemical anomaly with peripheral anomalies that also remain open, 1100 by 50 meters and 800 by 800 meters in size.

 

Previous and Current Exploration

A preliminary soil geochemical sampling program of 50 samples in 2017 targeted the upper portions of the Junction Creek sandstone in the Charlene Mine area. This small survey confirmed the historic sampling, identifying anomalous gold-in-soil geochemistry along 400 meters of strike, open in both directions. Additionally, 1980s vintage rotary drilling confirms the presence of > 0.5 g/t over a 500 by 500 meters area. This work suggests that gold mineralization may be more extensive than the immediate mine area and a compelling exploration target exists.

 

The Company conducted additional soil geochemical sampling and tested the extent of potential mineralization with positive results. Reconnaissance prospecting of targeted areas of the project successfully discovered bitumen-spotted sandstone that returned 0.148 g/t gold in a grab sample within the soil anomaly approximately 350 m southeast from the Charlene Mine. A second prospecting discovery located approximately 1.3 kilometers northeast of the Charlene Mine returned 0.208 g/t gold in a grab sample of bitumen-spotted altered Junction Creek Sandstone in an area that is not covered by soil sampling.  The property was expanded through staking of additional claims targeting extensions of the prospective host Junction Creek sandstone unit.

 

In September 2020, the Company commenced a follow-up exploration program of detailed prospecting and geological mapping within areas of soil anomalies, expansion of the soil sampling campaign to cover the prospective host Junction Creek sandstone unit throughout the property, and detailed structural mapping to determine the primary controls focusing gold mineralization. The work identified an area of anomalous gold in rocks and soil measuring over 3000 meters in length corresponding to the Junction Creek sandstone and confirming its potential to host widespread gold mineralization.

 

A soil geochemical survey of 200 samples has now commenced. This program is to assess the potential for additional gold mineralization in the Junction Creek sandstone and prioritize targets for follow-up.

 

On January 11th, 2023, the Company received notice that its proposed drill program has been approved by the United States Forest Service and the Colorado Division of Reclamation, Mining and Safety, subject to certain standard operating conditions and placement of a $18,104 bond. All necessary permits have been received to conduct a 13-hole drill program from 8 drill pads, totaling approximately 3,950 meters of drilling. The Company is seeking a partner to fund this drill program.

 

Klondike Property

 

The Klondike Property is a 843 hectare (2,083 acre) copper exploration project located in San Miguel County in Southwest Colorado, approximately 25 kilometers south of Naturita, Colorado.

 

The project is at the exploration stage and currently does not contain proven mineral reserves.

 

How Acquired

 

The Company originally staked the property for a 100% interest. In June 2021, the Company and Cloudbreak Discovery PLC entered into the Strategic Alliance Agreement. Projects accepted into the Strategic Alliance will be held 50/50 but funding of the initial acquisition and any preliminary work programs will be funded 40% by the introducing partner and 60% by the other party. The initial term of the Alliance Agreement was two years and may be extended for an additional two years. The Company and Cloudbreak agreed to accept the Klondike property as part of the Strategic Alliance.

 

In December 2021, the Strategic Alliance optioned the property to Volt Lithium Corp. (formerly Allied Copper Corp.), a public company traded on the TSX Venture Exchange. Under the option agreement, Volt would:

 

·Incur an aggregate of CAD $4,750,000 in exploration expenditures on the property, with at least CAD $500,000 to be spent prior to the first anniversary of the closing date.  

·Volt will issue 7,000,000 common shares and make an aggregate of CAD $400,000 in cash payments to the Alliance over a three-year period.  

·Upon completion of these option agreement obligations, the Alliance will transfer 100% interest in the Klondike Property to Volt. Volt will also issue 3,000,000 warrants exercisable for a three-year term at a price equal to the 10-day VWAP of Volt’s common shares at the time of the issuance.  

·The Alliance will retain a 2% net smelter royalty which is subject to a buy down provision where Volt may, at its discretion, repurchase half of the royalty for CAD $1,500,000 within 30 days of commercial production.  

 

If Volt files on SEDAR an NI 43-101 technical report establishing the existence of a resource on any portion of the Klondike Property of at least 50,000,000 tonnes of either copper or copper equivalent at a minimum cut-off grade of 0.50% copper or copper equivalent and categorized as a combination of inferred resources, indicated resources and measured resources, then Volt would also issue a further 3,000,000 warrants exercisable for a three year term at a price equal to the 10-day VWAP of Volt’s common shares at the time of the issuance.

 

In February 2023, Volt issued notice to the Strategic Alliance that it was terminating the option agreement.

 

In June 2023, the Company and Cloudbreak did not mutually agree to extend the Strategic Alliance, and the agreement was terminated. Ownership of the Klondike Property is currently held 100% by Silver North.  

 

Property Geology

 

The property consists of 72 Bureau of Land Management (BLM) claims and a State of Colorado Exploration Permit with an exclusive right to a State Lease. It is road accessible year-round, traveling 2 km of gravel road from paved highway, approximately 25 kilometers south of Naturita, Colorado. The property covers a Paradox basin sedimentary package with favorable stratigraphy known to host sediment-hosted copper deposits within the emerging Paradox copper belt,

 

Previous and Current Exploration

 

The district contains numerous historical copper occurrences which have been explored using modern exploration methods as documented copper exploration ceased in the 1960’s and uranium exploration was conducted in the 1970’s. Copper mineralization occurs in bleached and altered, porous and permeable, sandstone units adjacent to small graben-bounding normal faults. Copper mineralization in outcrop includes malachite, azurite, chalcocite and black copper oxides. Surface sampling of mineralized outcrops along the graben faults has yielded assay results up to 6.3% copper and 23.3 g/t silver. Eleven of 15 samples reported from a limited historical prospecting and mapping program returned assays ranging from 0.12 to 6.3% copper and below detection to 85.4 g/t silver. Additionally, disseminated copper-silver mineralization has also been identified in outcropping sandstones of Jurassic and Permian age.

 

Three multi-kilometer scale copper-mineralized target areas have been identified known as the West Graben, East Graben and Northeast Fault targets. The Alliance completed a reconnaissance program consisting of mapping, stream sediment sampling and rock sampling to help define drill targets at the West Graben Fault and East Graben Fault targets. Rock sampling and mapping successfully expanded the footprint of both targets and identified the third target area, the Northeast Fault. Sampling at the Northeast Fault returned 1.56% copper and 1.4 grams per tonne (“g/t”) silver over a 4.6 meter chip sample of bleached, bitumen spotted and altered Jurassic sandstones of the Saltwash member of the Morrison Formation.

 

Copper mineralized sandstones at the Northeast Fault target can be traced along the fault and outboard from it into the adjacent sandstones over an area 200 meters long by 100 meters wide before becoming obscured beneath gravel cover. Further anomalous copper was encountered over one kilometer to the northwest where the structure and host strata next appear from beneath the same gravel cover.

 

The 2022 exploration program was funded by Volt. They completed an airborne magnetics survey utilizing a drone-mounted magnemeter. Data was collected on 50-meter line spacings for a total of 213 line kilometers. The purpose of the survey was to identify potential structures and alteration associated with copper mineralization to help prioritize drilling targets for a summer drill program.

 

Permits for the drill program were received in June 2022, and drilling commenced in August. The planned 1,000 meter program of 5 holes was designed to test three separate multi-kilometer copper-mineralized targets at the North East fault (2 holes), at the East Graben fault (1 hole), and at the West Graben fault (2 holes).

 

At the North East Fault, two holes were drilled in a scissor pattern to test the trace of the fault. Neither hole was able to reach target depth due to problems with the drill rig. Hole KDB22-01 was collared on Salt Wash Member sandstone that is strongly mineralized in the target area, including previous chip samples including 4.6 m that averaged 1.56% copper and 1.4 g/t silver in 2021 sampling. The first 3.4 meters of malachite and copper oxide mineralization were not recovered due to broken ground and setting casing, with the next 6.8 meters averaging 0.51% copper. Hole KDB22-04 intersected 3.08 m of 0.24% copper from 14.57 a depth of meters. The presence of significant copper mineralization at the tops of KDB22-01 and -04 is particularly encouraging as the targeted North East Fault was not tested. Copper mineralized sandstones at the Northeast Fault target can be traced along the fault and outboard from it into the adjacent sandstones over an area 200 meters long by 100 meters wide before becoming obscured beneath gravel cover. Further anomalous copper was encountered over one kilometer to the northwest where the structure and host strata next appear from beneath the same gravel cover.

 

Holes KDB22-02 and KDB22-05 were drilled to test the West Graben Fault. Hole KDB22-05 intersected an eastern strand of the West Graben fault, which contained native copper and chalcocite at a depth of 44.96 meters. This interval returned 4.26% copper over 1.06 meters within a broad interval of anomalous copper mineralization (chalcocite and copper oxide) averaging 0.15% over 42 meters (excluding the high-grade interval – 0.043% copper over 42 meters). This hole exhibits extensive alteration and bleaching, with chalcocite and copper oxides within four different sedimentary units within the hole. The strong copper mineralization within the fault strand and the extent of alteration and bleaching in adjacent units suggests the main strand of the fault remains a highly prospective target.

 

On the East Graben Fault, one hole was drilled where surface sampling returned anomalous copper over 2 km of strike length, including 2.8% copper with 37.8 g/t silver and 1.5% copper with 24.3 g/t silver in rock samples. Hole KDB22-03 encountered patchy malachite and copper oxides throughout the section cutting sandstones of the Salt Wash Formation. The fault itself was not intersected due to difficulties with the drill rig and the target remains untested. The presence of patchy copper mineralization, particularly in the Salt Wash Formation indicates potential for copper mineralization between the two graben bounding faults (East and West Graben faults), a distance of 600 meters from Hole KDB22-05.

 

Significant intercepts from the 2022 drill program are detailed in the following table:

 

Hole

From (m)

To (m)

Interval (m)

Target

Copper (%)

KDB22-01

3.41

14.81

11.40

North East Fault

0.34

Incl.

7.19

13.99

6.80

 

0.51

KDB22-02

3.05

3.93

0.88

West Graben Fault

0.13

KDB22-03

11.64

14.33

2.69

East Graben Fault

0.21

and

24.69

25.30

0.61

 

0.66

KDB22-04

14.57

17.65

3.08

North East Fault

0.24

Incl.

15.85

16.89

1.04

 

0.57

KDB22-05

44.96

46.02

1.06

West Graben Fault

4.26

and

68.88

70.41

1.53

 

0.39

and

74.07

75.13

1.05

 

0.17

 

On February 3, 2023, Volt informed the Strategic Alliance that it was terminating the option agreement on the property. The property is now 100% held by the Company.

 

On February 14, the Company announced the Colorado State Board of Land Commissioners has approved the extension of a State Lease at the Klondike Property, for an additional four (4) years. The term of this Lease will expire on February 1, 2027. This Lease provides for the exclusive right to conduct mineral exploration on the 6,400-acre (2,590 Ha) parcel included within the existing Klondike Property. The Company will pay a yearly fee of $5 per acre (total $3,200) per year to maintain the lease. Securing this extension was important as the next phase of drilling will likely include a portion of the property contained in this State Lease acreage.

 

The Company is seeking a new partner to fund the next phase of exploration at Klondike, including a new drill program.

 

Stateline Property

The Stateline Property is a 148 hectare (365 acre) copper exploration project located in San Miguel County, Colorado and San Juan County, Utah, approximately 40 kilometers southwest of Naturita, Colorado.

 

The project is at the exploration stage and currently does not contain proven mineral reserves.

 

How Acquired

The property was acquired by the Strategic Alliance on a 50/50 basis between the Company and Cloudbreak from local prospectors in November 2021 for a US$20,000 cash payment and a further US$40,000 in the form of either cash and/or shares.

 

In February 2022, the property was optioned to Volt Lithium Corp. who could earn a 100% interest in the property under the following terms.

 

·Volt would spend an aggregate of CAD $3,750,000 in exploration expenditures on the property over a three-year period, with at least CAD $500,000 being spent prior to the first anniversary of the closing date;  

·Volt would issue 4,250,000 common shares over a three-year period of which 500,000 were due on closing; and  

·Make an aggregate of CAD $315,000 in cash payments to the Alliance ($90,000 received, of which $45,000 was paid to the Company);  

·The Alliance would retain a 2% net smelter royalty which is not subject to a buy down provision.  

 

All payments by Volt would be split between the Company and Cloudbreak on a 50/50 basis.

 

In June 2023, the Company and Cloudbreak did not mutually agree to extend the Strategic Alliance, and the agreement was terminated. Volt terminated the option agreement on the Stateline project in August 2023, and the Company currently has a 100% interest in the property.

 

Property Geology

 

The Stateline project is located approximately 40 kilometers southwest of Naturita, Colorado, covering the state boundary between Utah and Colorado at the southeast end of the Lisbon Valley. The property consists of 22 Federal mineral claims administered by the Bureau of Land Management (BLM). The project is road accessible year-round, via a network of roads, including those supporting access to the nearby active copper mining operations of the Lisbon Valley Mining Complex (“LVMC”), as the property’s underlying claims were once part of the LVMC claim package. The property lies within the Paradox Copper Belt where there are numerous historical copper occurrences that have been identified, but many of these have not been explored using modern exploration techniques.

 

The property lies adjacent to a northwest trending graben bounding fault near the southeast terminus of the Paradox Basin salt-cored anticline in a similar structural and stratigraphic setting as the LVMC. Copper mineralization occurs in bleached and altered, permeable sandstone units adjacent to the faults. Copper mineralization in outcrop includes malachite, azurite, chalcocite and black copper oxides.

 

Previous and Current Exploration

 

Historical surface sampling of mineralized outcrops has yielded assay results up to 1.6% copper and 1.7 g/t silver and 0.45% copper and 2.1 g/t silver. Disseminated copper-silver mineralization has also been identified in several outcropping sandstones in other stratigraphic positions. Both styles of mineralization will be investigated in upcoming work programs with the goal of refining drill targets in these units. The mineralization noted to date is interpreted to be the southeast extension of the Flying Diamond mineralization, which is a current target of interest associated with the Lisbon Valley Mining Complex. Initial exploration will include detailed geological mapping, soil and rock sampling, and geophysics.

 

Silver North currently has a 100% interest in the property. The Company is seeking a new partner to fund the next phase of exploration at Stateline.

 

Sinbad Property

The Sinbad property in Colorado was acquired by the Company via staking for a 100% interest in 2021. The property was presented to Cloudbreak for review under the Strategic Alliance but was not accepted. Cloudbreak agreed to reimburse the Company $10,078 for the amounts spent on obtaining this property.

 

During the year ended September 30, 2021, the Company dropped the Sinbad property and wrote off acquisition costs of $8,469.

 

Nevada Properties

 

Ashby

The Ashby property is located in Mineral County, near Hawthorne, Nevada. The property currently consists of 3 claims totaling approximately 62 acres, as the Company dropped 13 claims of 269 acres in fiscal 2015.

 

The property covers mesothermal gold-bearing quartz veins within the Jurassic Dunlap Formation. Historic production of 9,000 ounces is reported from the 1930’s and several hundred ounces per year during the 1980’s and 1990’s. Vein widths range from 15 centimeters to 1.8 meters and gold grades are reported from sub-gram to multi-ounce intervals. The property has had very limited modern exploration.

 

The property is subject to a 2% NSR payable to NER and a 1% NSR to Sandstorm. In August 2017, the Company announced it has leased the property to Nevada Canyon Gold Corp. Under the agreement, Nevada Canyon paid the Company US$1,000 upon signing and will make annual payments of US$2,000. Nevada Canyon will also grant the Company a 2% NSR. Nevada Canyon will be responsible for all claim fees and certain reclamation work to be undertaken on the property. The initial term of the lease is 10 years and can be extended for an additional 20 years.

 

BP Property

In May 2013, the Company commenced exploration on the BP property. The BP property consists of 142 claims of approximately 3,180 acres. It is road accessible via Nevada State highways 278 or 228, approximately 60 kilometers south of Carlin, Nevada. A network of trails on the property provides access to all areas of interest. There is no infrastructure on the property, and powerlines follow Highway 278, approximately 10 kilometers from the property.

 

During the year ended September 30, 2023, the Company sold the BP property to Almadex with Almadex reimbursing the Company for the property fees it paid in fiscal 2023. The Company wrote-off $307,548 in capitalized exploration costs.

 

East Walker Property

The East Walker Property is located in Lyon County, west of Hawthorne, Nevada. The property consists of 12 claims totaling approximately 269 acres. The Company had a 100% interest in the property, subject to a 1% NSR payable to Sandstorm on all the claims and a 2% NSR on some claims payable to Nevada Eagle Resources LLC (“NER”), the original owner of the property.

 

During the year ended September 30, 2023, the Company dropped the East Walker Property and wrote-off $31,395 of capitalized exploration costs.

 

Horsethief

The Horsethief property is located in Lincoln County, northeast of Pioche, Nevada. The property consisted of 63 claims totaling 1,411 acres, as the Company dropped 66 claims of 1,478 acres in fiscal 2015 and staked 33 new claims in fiscal 2017, and staked 26 new claims in fiscal 2019. The Company had a 100% interest in the property, subject to a 1% NSR payable to Sandstorm on all the claims acquired from Sandstorm and a 2% NSR on some claims acquired from Sandstorm payable to Nevada Eagle Resources LLC (“NER”).

 

During the fiscal year ended September 30, 2022, the Company dropped the Horsethief property and wrote off $146,089 of capitalized exploration and evaluation costs.

 

Bellview

The Bellview property is located in White Pine County, southeast of Carlin, Nevada. The property consisted of 44 claims totaling approximately 986 acres, as the Company dropped 44 claims of 985 acres in fiscal 2015 and 10 claims of 224 acres in fiscal 2016. All the 44 claims had a 2% NSR to Fronteer Development Group Inc. (“Fronteer”) and a 1% NSR to Sandstorm.

 

During the year ended September 30, 2022, the Company dropped the Bellview property and wrote off $110,687 of capitalized exploration and evaluation costs.

 

Peruvian Properties

 

Yanac Property

 

The Yanac Property is an approximate 1,572 hectares copper-molybdenum exploration project located in the Ica Department of Southern Peru. The Company had a 100% interest in the property, subject to a 0.5% NSR.

 

During the fiscal year ended September 30, 2022, the Company dropped Yanac and wrote off $444,295 of capitalized exploration and evaluation costs.

 

Pucarana

 

The Company previously owned a 36% interest in Pucarana S.A.C. (“Pucarana”), an exploration company in Peru which owned the Pucarana Gold project in the Orcopampa Silver-Gold District. The Company acquired its interest in through the acquisition of Alianza Holdings in April 2015. In May 2015, the Company and the other owners of Pucarana signed an Assignment Agreement with Buenaventura whereby Pucarana assigned the rights to the Pucarana property to Buenaventura in exchange for a 3% NSR. The Company received a 1.08% NSR as its portion of the ownership of Pucarana.

 

To date, no royalties have been received from Buenaventura. The Company continues to hold its 1.08% NSR.

 

Mexico Properties

 

In February 2016, the Company sold its entire interest in the three remaining Mexico properties to Almadex Minerals. The consideration for the sale of the 100% interest in the Yago, Mezquites and San Pedro properties was a 1% NSR which is capped at $1,000,000. The Company had written down its interest in each of the properties to $Nil prior to the sale.

 

Item 5.  Operating and Financial Review and Prospects

 

Overview

 

The Company's financial statements are stated in Canadian Dollars (CDN$) and are prepared in accordance with International Financial Reporting Standards (IFRS).

 

The value of the U.S. Dollar in relationship to the Canadian Dollar was $1.35 on September 30, 2023.

 

The Company has since inception primarily financed its activities through the issuance of equity. The Company anticipates having to raise additional funds by equity issuance in the next several years, as all of the Company’s properties are at the exploration stage. The timing of such offerings is dependent upon the success of the Company’s exploration programs as well as the general economic climate.

 

Results of Operations

 

Year Ended September 30, 2023 vs. Year Ended September 30, 2022

 

During the year ended September 30, 2023, exploration continued at Haldane, and the exploration permit was received for the Tim property which will permit partner Coeur to conduct drilling in 2024.

 

The comprehensive loss for the year ended September 30, 2023 was ($817,618), or ($0.02) per share, compared to a loss of ($2,022,583), or ($0.07) per share, for the year ended September 30, 2022.

 

In the year ended September 20, 2023, expenses totaled $627,057, which was a decrease of $711,263 compared to expenses of $1,338,320 for the year ended September 30, 2022.  

 

Significant changes occurred in share-based payments, which was $nil compared to $365,000 in fiscal 2022 as no stock options were issued in fiscal 2023; Investor relations and shareholder information, which declined to $144,501 from $465,385; Accounting and legal fees, which fell to $169,483 from $201,577; Travel, which was $9,751 compared to $27,195; Property investigation expenses, which declined to $23,667 from $33,696; Transfer agent, listing and filing fees increased to $47,151 from $37,123; Wages, benefits and consulting fees rose to $194,233 from $174,219; and office expenses rose slightly to $20,271 from $15,823.

 

Other items include the write-down of exploration and evaluation assets of ($338,943) compared to ($1,038,046) in 2022, as the Company dropped and wrote-off the BP and East Walker projects in Nevada. Write-down of VAT receivables was ($42,706) compared to $nil in the prior year. Proceeds received in excess of exploration and evaluation asset costs declined to $133,008 from $341,966. Loss on sale/transfer of marketable securities was a loss of ($30,052) compared to ($416) in 2022; Fair value gain on marketable securities was $76,985 compared to a loss of ($84,485). Flow-through share recovery fell to $4,221 from $28,828. Interest income was $2,376 compared to $1,997. Other income was $27,000 was is the value of cash and shares received from Highlander for the sale of the project data on the La Estrella property. Foreign exchange gain was $128 compared to $36,486 in 2022.

 

Other comprehensive loss included a loss on exchange difference arising on the translation of foreign subsidiary of ($22,578) compared to a gain of $29,407 in the prior year.

 

Year Ended September 30, 2022 vs. Year Ended September 30, 2021

 

During the year ended September 30, 2022, a drill program was completed on the Klondike property in Colorado. At Haldane, additional exploration was conducted in preparation of a new drill program.

 

The comprehensive loss for the year ended September 30, 2022 was ($2,022,583), or ($0.07) per share, compared to a loss of ($959,818), or ($0.03) per share, for the year ended September 30, 2021.

 

In the year ended September 20, 2022, expenses totaled $1,338,320, which was an increase of $81,420 compared to expenses of $1,256,900 for the year ended September 30, 2021.  

 

Significant changes occurred in share-based payments, which increased to $365,300 from $202,304 as the Company issued additional stock options in the current year; Travel, which rose to $27,195 from $3,054; Investor relations and shareholder information declined to $465,385 from $517,551; Property investigation expenses fell to $33,696 from $53,953; Transfer agent, listing and filing fees declined to $37,123 from $47,721; and wages, benefits and consulting fees declined to $174,219 from $193,848.

 

Other items include the write-down of exploration and evaluation assets of ($1,038,046) compared to ($8,469) in 2022, as the Company dropped and wrote-off the Yanac, KRL, Horsethief and Bellview properties. Fair-value loss on marketable securities was ($84,485) which was the change in valuation on shares received from option partners, and loss on transfer of marketable securities was ($416). Flow-through share premium recovery was $28,828 compared to $349,676 in 2022. Proceeds received in excess of exploration and evaluation assets costs was $341,966.  Interest income was $1,997 compared to $1,187 in 2022, and foreign exchange gain was $36,486 compared to a loss of ($24,618) in 2022.

 

Other comprehensive loss included a gain on exchange difference arising on the translation of foreign subsidiary of $29,407 compared to a loss of ($20,694) in the prior year.

 

Year Ended September 30, 2021 vs. Year Ended September 30, 2020

 

During the year ended September 30, 2021, the Company completed the Phase II drill program at Haldane, and received its exploration permit on the KRL Property in British Columbia. In the United States, the Company entered into the Strategic Alliance with Cloudbreak and acquired the Klondike Property under the Alliance.

 

The comprehensive loss for the year ended September 30, 2021 was ($959,818), or ($0.03) per share, compared to a net loss of ($1,053,762), or ($0.05) per share, for the year ended September 30, 2020.

 

In the current year, expenses totaled $1,256,900, which was an increase of $288,735 compared to expenses of $968,165 for the year ended September 30, 2020.  Significant changes occurred in property investigation expenses, which rose to $53,953 from $9,965 as management reviewed new properties for possible acquisition; Wages, benefits and consulting fees, which increased to $193,848 from $113,703; Accounting and legal fees rose to $207,000 from $196,373; Investor relations and shareholder information, which fell to $517,551 from $550,196; Office expenses declined to $13,469 from $19,134; Transfer agent, listing and filing fee rose to $47,721 from $41,775; and travel declined to $3,054 from $18,879. Share-based payments were $202,304 from $Nil in the prior year as the Company issued stock options in the current year.

 

Interest income and other income was $1,187 compared to $1,888 in the prior year. Foreign exchange loss increased to ($24,618) from ($23,788) due to less favorable exchange rates. Write-down of exploration and evaluation assets was ($8,469) compared to ($87,338). Flow-through share premium recovery, which is related to the expenditure of funds on qualifying property exploration raised through the earlier sale of flow-through common shares, was $349,676 compared to $21,459 in the prior year.

 

Other comprehensive loss included a loss on exchange difference arising on the translation of foreign subsidiary of ($20,694) compared to a gain of $2,380 in the prior year.

 

Liquidity and Capital Resources

 

As of September 30, 2023, the Company had a working capital deficit of ($683,657), including cash of $135,203, compared to a working capital deficit of ($171,465) at September 30, 2022, including cash of $403,093.

 

Subsequent to the year-end, the Company completed a non-brokered private placement in two traches for gross proceeds of $1,000,000. The placement included both flow-through common shares sold at $0.20 per share and non-flow through common share units sold at $0.20 per unit. Each unit consisted of one common share and one-half of a share purchase warrant, with each full warrant exercisable at $0.30 per share for a period of three years from closing.

·The first tranche closed on October 19, 2023 and consisted of 1,575,000 flow through common shares and 2,500,000 non-flow through common share units. Each unit consisted of 1 common share and ½ of a warrant, with each of the 1,250,000 full warrants exercisable at a price of $0.30 until October 19, 2026. Gross proceeds from the first tranche were $815,000. Finder’s fees of $15,890 cash were paid, and 79,450 finder’s warrants were issued. Each finder warrant from the first tranche is exercisable at a price of $0.20 until October 19, 2026. 

·The second tranche closed on December 28, 2023 and consisted of 725,000 flow through common shares and 200,000 non-flow through common share units. Each unit consisted of 1 common share and ½ of a warrant, with each of the 100,000 full warrants exercisable at a price of $0.30 until December 28, 2026. Gross proceeds from the second tranche were $185,000. Finder’s fees of $8,750 cash were paid, and 43,750 finder’s warrants were issued. Each finder warrant from the first tranche is exercisable at a price of $0.20 until December 28, 2026. 

 

A total of 5,000,000 shares and 1,350,000 warrants were issued, and finder’s fees of $24,640 cash and the issuance of 123,200 finder’s warrants were paid. Proceeds from the flow-through shares will be used for qualifying Canadian Exploration Expenditures, including the Haldane Project, and the proceeds from the units will be used for corporate purposes, including general overhead, project marketing, and new project generation.

 

In January 2024, the Company received $50,000 from Coeur as consideration of amending the Tim property option agreement.

 

Management estimates that the SG&A expenses will be approximately $600,000 in fiscal 2023, and the final amount to be expended on property exploration will depend on the Company’s working capital position.

 

If the Company is unable to raise additional funds through private placements of equity, or option certain of its properties, it will likely result in a severe reduction in the Company’s exploration and operational budgets and may result in management relinquishing certain mineral claims and severely reducing its operations.

 

The Company has financed its operations through the issuance of common shares. The following sales and issuances of common stock have been completed in the last 5 fiscal years. The number of common shares issued and the price per share have been adjusted for the 1 for 5 common share consolidation effective August 14, 2023.


7


 

 

Table No. 3

Common Share Issuances

 

Fiscal

Period

 

Type of Share Issuance

Number of Common Shares Issued

 

Price

 

Gross Proceeds

 

 

 

 

 

Fiscal 2019

Acquisition of Mineral Property

45,000

$ 0.425

$    14,625

 

Acquisition of Mineral Property

227,273

0.33

75,000

 

Flow-through Private Placements

3,422,333

0.30

1,026,500

 

Private Placements

3,764,000

0.25

941,000

 

 

 

 

 

Fiscal 2020

Acquisition of Mineral Property

25,000

$ 0.45

$    11,250

 

Acquisition of Mineral Property

100,000

0.425

42,500

 

Acquisition of Mineral Properties

140,000

0.65

91,000

 

Private Placement

4,400,000

0.25

1,100,000

 

Exercise of Options

50,000

0.50

25,000

 

Exercise of Warrants

606,000

0.50

303,000

 

Exercise of Finder’s Warrants

240,605

0.25

60,151

 

 

 

 

 

Fiscal 2021

Acquisition of Mineral Property

30,000

0.55

$    16,500

 

Acquisition of Mineral Property

40,000

0.325

13,000

 

Private Placement

1,534,074

0.675

1,035,500

 

Private Placement – Flow-through

2,776,226

0.675

2,151,575

 

Private Placement – Flow-through

2,102,067

0.60

1,261,240

 

Exercise of Warrants

1,248,000

0.50

624,000

 

Exercise of Finder’s Warrants

11,220

0.25

2,805

 

 

 

 

 

Fiscal 2022

Private Placement

2,000,000

0.375

$  750,000

 

 

 

 

 

Fiscal 2023

Exercise of Warrants

87,860

$  0.25

$  21,965

 

Year Ended September 30, 2023

 

As of the end of the fiscal year ended September 30, 2023, the Company had a working capital deficit of ($683,657) compared to a working capital deficit of ($171,465) at September 30, 2022. During the fiscal year ended September 30, 2023, Operating Activities used cash of ($369,853), including the net loss of ($795,040).

 

Items not affecting cash include the write-down of exploration and evaluation assets of $338,943, fair value gain on marketable securities of $(76,985), flow-through share premium recovery of ($4,221), loss on transfer of marketable securities of $30,052, proceeds received in excess of exploration and evaluation asset costs of ($133,008), and write-down of VAT receivables of $42,706.

 

Changes in non-cash working capital items include a decline in receivables of $66,875; increase in VAT receivables of ($198); a decrease in prepaid expenses of $72,156; an increase in accounts payable and accrued liabilities of $147,863; an increase in amounts due to related parties of $203,085; and a decrease of funds held for optionee of ($234,081).

 

Cash flows from Investing Activities used cash of ($224,292). Amounts expended on exploration and evaluation assets, net of recoveries, used cash of ($452,748). Proceeds from the sale of marketable securities provided cash of $216,232, and deposits provided cash of $12,224. Cash flows from Financing Activities provided cash of $106,965. Share subscriptions received provided cash of $85,000 and proceeds from exercise of warrants was $21,965.

 

As of September 30, 2023, cash totaled $135,203 and $Nil restricted cash, compared to cash of $403,093 and restricted cash of $234,081 as of September 30, 2022, which is a decrease of $501,971.

 

During the year, the Company issued 87,860 common shares pursuant to the exercise of warrants for proceeds of $21,965.

 

Year Ended September 30, 2022

 

At the end of the fiscal year ended September 30, 2022, the Company had a working capital deficit of ($171,465) compared to working capital of $145,516 as of September 30, 2021. During the fiscal year ended September 30, 2022, Operating Activities used cash of ($435,882), including the net loss of ($2,051,990).

 

Items not affecting cash include the write-down of exploration and evaluation assets of $1,038,046, fair value loss on marketable securities of $84,485, flow-through share premium recovery of ($28,828), loss on transfer of marketable securities of $416, proceeds received in excess of exploration and evaluation asset costs of ($341,966), and share-based payments of $365,300.

 

Changes in non-cash working capital items include a decline in receivables of $17,502; a decline in amounts due from alliance partner of $126,047; increase in VAT receivables of ($753); an increase in prepaid expenses of ($60,669); an increase in accounts payable and accrued liabilities of $11,604; an increase in amounts due to related parties of $170,843; and an increase of funds held for optionee of $234,081.

 

Cash flows from Investing Activities used cash of ($49,243), with ($61,584) used for deposits, and the balance of $12,341 is the amount expended on exploration and evaluation assets, net of recoveries. Cash flows from Financing Activities provided cash of $729,630, which included proceeds from the issuance of common shares of $750,000 and share issue costs of ($20,370). The effect of exchange rate changes on cash was ($20,007).

 

Cash totaled $403,093 and restricted cash of $234,081 as of September 30, 2022 compared to cash of $412,676 and restricted cash of $Nil as of September 30, 2021, an increase of $224,498.

 

During the year, the Company issued a total of 2,000,000 common shares through a non-brokered private placement of common stock units at a price of $0.375 per unit for gross proceeds of $750,000. Each unit consisted of one common share and one-half of a common share purchase warrant. Each full warrant entitles the holder to purchase one additional common share at a price of $0.625 until May 19, 2025. The Company had share issuance costs of $20,370 in connection with the financing.

 

Year Ended September 30, 2021

 

At the end of the fiscal year ended September 30, 2021, the Company had working capital of $145,516 compared to a working capital deficit of ($66,197) as of September 30, 2020. During the fiscal year ended September 30, 2021, Operating Activities used cash of ($1,338,738), including the net loss of ($939,124).

 

Items not affecting cash include flow-through share premium recovery related to the qualifying exploration expenditures funded by the flow-through common shares was ($349,676), write-down of exploration and evaluation assets of $8,469, and share-based payments of $202,304 related to the issuance of stock options. Changes in non-working capital items include an increase in receivables of ($30,622); increase due from alliance partner of ($126,047); increase in VAT receivables of ($1,102); a decrease in prepaid expenses of $53,109; a decrease in accounts payable and accrued liabilities of ($48,373); a decrease of amounts due to related parties of ($24,606); and funds held for optionee decreased by ($83,070).

 

Cash flows from Investing Activities used cash of ($3,298,056), with ($27,563) used for deposits, and the balance of ($3,298,056) used for exploration and evaluation assets. Cash flows from Financing Activities provided cash of $4,706,905, which included proceeds from the issuance of common shares of $4,448,315, proceeds from the exercise of warrants of $624,000, and proceeds from the exercise of finder’s warrants of $2,805. Share issue costs used cash of ($368,215). The effect of exchange rate changes on cash was $8,065.

 

Cash totaled $412,676 and restricted cash was $Nil as of September 30, 2021 compared to cash of $278,993 and restricted cash of $83,070 as of September 30, 2020, an increase of $50,613.

 

During the year, the Company issued a total of 7,741,587 common shares.

 

·Issued 1,534,074 non-flow-through units at a price of $0.675 per Unit for gross proceeds of $1,035,500 and 2,776,226 flow-through shares at a price of $0.775 per FT Share for gross proceeds of $2,151,575. Each non-flow through unit consists of one common share and one-half common share purchase warrant. Each warrant entitles the holder to purchase one additional common share until October 9, 2022 at a price of $1.00. In connection with the financing, the Company paid $199,868 as a cash finder’s fee and issued 267,807 finder’s warrants, each of which is exercisable into one common share at a price of $0.675 until October 9, 2022. 

·Issued 2,102,067 flow-through shares at a price of $0.60 per flow-through share for gross proceeds of $1,261,240. In connection with the financing, the Company paid $79,870 as a cash finder’s fee and issued 133,117 finder’s warrants, each of which is exercisable into one common share at a price of $0.60 until June 14, 2023. 

·Issued 70,000 common shares for the acquisition of property interests: 

·Issued 30,000 common at a price of $0.55 per share for a total consideration of $16,500 to pay for the Haldane property. 

·Issued 40,000 common shares at a price of $0.325 per share for a total consideration of $13,000 to pay for the KRL property. 

·Issued 11,220 common shares pursuant to the exercise of 11,220 finder’s warrants for cash proceeds of $2,805; 

·Issued 1,248,000 common shares pursuant to the exercise of 1,248,000 warrants for cash proceeds of $626,805. 

 

Significant Accounting Policies

 

Management is required to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.  On a regular basis, management evaluates its estimates and assumptions. The estimates are based on historical experience, past results, and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form that basis for making judgments about the carrying values of assets, including mineral properties, and liabilities that are not readily apparent from other sources.  Actual results may differ from these estimates due to events or circumstances which may be beyond the control of the Company.

 

The financial statements have been prepared in accordance with International Accounting Standard (“IFRS”) issued by the International Accounting Standards Board (“IASB”) and Interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”). The Company adopted IFRS on October 1, 2011.

 

The Company’s financial statements have been prepared on a historical cost basis except for marketable securities classified as available-for-sale, which are stated at fair value through other comprehensive income (loss).  In addition, the financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

 

Basis of Presentation

 

All subsidiaries are entities that we control, either directly or indirectly. Control is defined as the exposure, or rights, to variable returns from involvement with an investee and the ability to affect those returns through power over the investee. Power over an investee exists when the Company has existing rights that give it the ability to direct the activities that significantly affect the investee’s returns. This control is generally evidenced through owning more than 50% of the voting rights or currently exercisable potential voting rights of a company’s share capital. All of the intra-group balances and transactions, including unrealized profits and losses arising from intra-group transactions, have been eliminated in full. For subsidiaries that the Company controls, but does not own 100% of, the net assets and net profit attributable to outside shareholders are presented as amounts attributable to noncontrolling interests in the consolidated statements of financial position and consolidated statements of comprehensive loss.

 

Certain of our business activities are conducted through associates (see below).

 

Interests in Joint Arrangements

 

A joint arrangement can take the form of a joint venture or joint operation. All joint arrangements involve a contractual arrangement that establishes joint control, which exists only when decisions about the activities that significantly affect the returns of the investee require unanimous consent of the parties sharing control. A joint operation is a joint arrangement in which the Company has rights to the assets and obligations for the liabilities relating to the arrangement. A joint venture is a joint arrangement in which the Company has rights to only the net assets of the arrangement.

 

Joint ventures are accounted for in accordance with the policy “Investments in Associates and Joint Ventures.” Joint operations are accounted for by recognizing the Company’s share of the assets, liabilities, revenue, expenses and cash flows of the joint operation in the consolidated financial statements.

 

Investments in Associates and Joint Ventures

 

Investments over which the Company exercises significant influence and which it does not control or jointly control are associates. Investments in associates are accounted for using the equity method, except when classified as held for sale. Investments in joint ventures as determined in accordance with the policy “Interests in Joint Arrangements” are also accounted for using the equity method.

 

The equity method involves recording the initial investment at cost and subsequently adjusting the carrying value of the investment for the Company’s proportionate share of the profit or loss, other comprehensive income or loss and any other changes in the associate’s or joint venture’s net assets such as dividends.

 

The Company’s proportionate share of the associate’s or joint venture’s profit or loss and other comprehensive income or loss is based on its most recent financial statements. Adjustments are made to align any inconsistencies between the Company’s accounting policies and the associate’s or joint venture’s policies before applying the equity method. Adjustments are also made to account for depreciable assets based on their fair values at the acquisition date of the investment and for any impairment losses recognized by the associate or joint venture.

 

If the Company’s share of the associate’s or joint venture’s losses equals or exceeds the investment in the associate or joint venture, recognition of further losses is discontinued. After the Company’s interest is reduced to zero, additional losses will be provided for and a liability recognized only to the extent that the Company has incurred legal or constructive obligations to provide additional funding or make payments on behalf of the associate or joint venture. If the associate or joint venture subsequently reports profits, the Company resumes recognizing its share of those profits only after its share of the profits equals the share of losses not recognized.

 

At each statement of financial position date, management considers whether there is objective evidence of impairment in associates and joint ventures. If there is such evidence, management determines if there is a need to record an impairment in relation to the associate or joint venture.

 

Foreign currencies

 

The functional and presentation currency of the Company is the Canadian dollar.

 

Transactions in currencies other than the functional currency are recorded at the rate of the exchange prevailing on dates of transactions.  At each financial position reporting date, monetary assets and liabilities that are denominated in foreign currencies are translated at the rates prevailing at each reporting date. Non-monetary items denominated in foreign currencies that are measured at fair value are retranslated to the functional currency at the exchange rate at the date the fair value was determined.  Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

 

The Company has determined that the functional currency of its subsidiaries in Peru is the Peruvian nuevo sole and the functional currency of its subsidiaries in USA is the US dollar.  Exchange differences arising from the translation of the subsidiaries’ functional currencies into the Company’s presentation currency are taken directly to the foreign exchange reserve.

 

Exploration and evaluation

 

The Company is in the exploration stage with respect to its investment in exploration and evaluation assets and accordingly follows the practice of capitalizing all costs relating to the acquisition of, exploration for and development of its mineral claims and crediting all proceeds received against the cost of related claims.  Such costs include, but are not exclusive to, geological, geophysical studies, exploratory drilling and sampling. 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 or when it has been determined that there is evidence of a permanent impairment.  An impairment charge relating to a mineral property is subsequently reversed when new exploration results or actual or potential proceeds on sale 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.

 

The Company recognizes in income costs recovered on exploration and evaluation assets when amounts received or receivable are in excess of the carrying amount.

 

Upon transfer of “Exploration and evaluation costs” into “Mine development”, all subsequent expenditure on the construction, installation or completion of infrastructure facilities is capitalized within “Mine development”.  After production starts, all assets included in “Mine development” are transferred to “Producing mines”.

 

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 expenditures are not expected to be recovered, they are charged to operations.  Exploration areas where reserves have been discovered, but require major capital expenditure before production can begin, are continually evaluated to ensure that commercial quantities of reserves exist or to ensure that additional exploration work is underway as planned.

 

Decommissioning, restoration, and similar obligations

 

An obligation to incur restoration, rehabilitation and environmental costs arises when an environmental disturbance is caused by the exploration, development or ongoing production of a mineral property interest.  Such costs arising for the decommissioning of plant and other site preparation work, discounted to their net present value, are provided for and capitalized at the start of each project to the carrying value of the asset, as soon as the obligation to incur such costs arises.  Discount rates using a pre-tax rate that reflect the time value of money are used to calculate the net present value.  These costs are charged against profit or loss over the economic life of the related asset, through amortization using either the unit-of-production or the straight-line method.  The related liability is adjusted each period for the unwinding of the discount rate and for changes to the current market-based discount rate, amount or timing of the underlying cash flows needed to settle the obligation.  Costs for restoration of subsequent site damage which is created on an ongoing basis during production are provided for at their net present values and charged against profits as extraction progresses.

 

As at September 30, 2023, the Company has no material restoration, rehabilitation and environmental costs as the disturbance to date is minimal.

 

Financial instruments

 

The Company recognizes an allowance using the Expected Credit Loss (“ECL”) model on financial assets classified as amortized cost. The Company has elected to use the simplified approach for measuring ECL by using a lifetime expected loss allowance for all amounts recoverable. Under this model, impairment provisions are based on credit risk characteristics and days past due. When there is no reasonable expectation of collection, financial assets classified as amortized cost are written off. Indications of credit risk arise based on failure to pay and other factors. Should objective events occur after an impairment loss is recognized, a reversal of impairment is recognized in the statement of loss and comprehensive loss.

 

We have assessed the classification and measurement of our financial assets and financial liabilities under IFRS 9 as follows:

 

 

IFRS 9

Financial Assets

 

Cash and restricted cash

Amortized cost

Receivables

Amortized cost

Marketable securities

Fair Value through profit and loss

 

 

Financial Liabilities

 

Accounts payable and accrued liabilities

Amortized cost

Due to related parties

Amortized cost

Funds held for optionee

Amortized cost

 

The classification of financial assets is based on how an entity manages its financial instruments and the contractual cash flow characteristics of the financial asset. Transaction costs with respect to financial instruments classified as fair value through profit or loss are recognized in the consolidated statements of comprehensive income or loss.

 

Significant accounting judgments and estimates

 

The preparation of these consolidated financial statements requires management to make estimates and assumptions 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. The consolidated financial statements include estimates which, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the consolidated financial statements, and may require accounting adjustments based on future occurrences.  Revisions to accounting estimates are recognized in the period in which the estimate is revised and the revision affects both current and future periods.

 

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:

 

Critical judgments

 

The following are critical judgments that management has made in the process of applying accounting policies and that have the most significant effect on the amounts recognized in the consolidated financial statements:

 

·the determination that the Company will continue as a going concern for the next year;  

·the determination that there have been no events or changes in circumstances that indicate the carrying amount of exploration and evaluation assets may not be recoverable;  

·the determination that there are no restoration, rehabilitation and environmental costs to be accrued; and 

·the determination that the functional currency of the parent is the Canadian dollar, the functional currency of its subsidiaries in Peru is the Peruvian nuevo sole and the functional currency of its subsidiaries in the USA is the US dollar. 

 

Impairment

 

At each financial position reporting date, the carrying amounts of the Company’s non-financial 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.  The 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 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 statement of comprehensive loss for the period.  For the purpose of impairment testing, exploration and evaluation assets are allocated to cash-generating units to which the exploration activity relates.  For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash generating unit to which the asset belongs.

 

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 the statement of comprehensive loss.

 

Share-based payment transactions

 

The Company’s stock option plan allows the Company’s employees and consultants to acquire shares of the Company through the exercise of granted stock options.  The fair value of options granted is recognized as a share-based payment expense with a corresponding increase in shareholders’ equity.  An individual is classified as an employee when such 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 is measured at grant date and each tranche is recognized on a graded-vesting basis 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.  At each financial position reporting date, the amount recognized as an expense is adjusted to reflect the actual number of share options that are expected to vest.

 

Warrants with the right to acquire common shares in the Company are typically issued through the Company’s equity financing activities.  Where finders’ warrants are issued on a stand-alone basis, their fair values are measured on their issuance date using the Black-Scholes option pricing model and are recorded as both an increase to reserves and as a share issue cost.

 

When warrants are exercised, the cash proceeds along with the amount previously recorded in equity reserves are recorded as share capital.

 

Share capital

 

Common shares are classified as equity. Transaction costs directly attributable to the issue of common shares and share options are recognized as a deduction from equity. Common shares issued for consideration other than cash, are valued based on their market value at the date the shares are issued.

 

The Company has adopted a residual value method with respect to the measurement of shares and warrants issued as private placement units. The residual value method first allocates value to the more easily measurable component based on fair value and then the residual value, if any, to the less easily measurable component. The Company considers the fair value of common shares issued in a private placement to be the more easily measurable component and the common shares are valued at their fair value, as determined by the closing quoted bid price on the announcement date. The balance, if any, is allocated to the attached warrants. Any fair value attributed to the warrants is recorded as reserves.

 

Flow-through shares

 

The resource expenditure deductions for income tax purposes related to exploration and development activities funded by flow-through share arrangements are renounced to investors in accordance with Canadian tax legislation. On issuance, the premium recorded on the flow-through share, being the difference in price over a common share with no tax attributes, is recognized as a liability. As expenditures are incurred, the liability associated with the renounced tax deductions is recognized through profit or loss with a pro-rata portion of the deferred premium.

 

Loss per common share

 

The Company presents basic and diluted loss per share (“EPS”) data for its common shares. Basic EPS is calculated by dividing the loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period, adjusted for own shares held. Diluted EPS is determined by dividing the loss attributable to common shareholders by the weighted average number of common shares outstanding, adjusted for own shares held and for the effects of all potential dilutive common shares related to outstanding stock options and warrants issued by the Company.

 

Income taxes

 

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

 

Income tax provisions are recognized when it is considered probable that there will be a future outflow of funds to a taxing authority. In such cases, a provision is made for the amount that is expected to be settled, where this can be reasonably estimated. This requires the application of judgment as to the ultimate outcome, which can change over time depending on facts and circumstances. A change in estimate of the likelihood of a future outflow and/or in the expected amount to be settled would be recognized in income in the period in which the change occurs.

 

Deferred tax assets or liabilities arising from temporary differences between the tax and accounting values of assets and liabilities, are recorded based on tax rates expected to be enacted when these differences are reversed.  Deferred tax assets are recognized only to the extent it is considered probable that those assets will be recovered. This involves an assessment of when those deferred tax assets are likely to be realized, and a judgment as to whether or not there will be sufficient taxable profits available to offset the tax assets when they do reverse. This requires assumptions regarding future profitability and is therefore inherently uncertain. To the extent assumptions regarding future profitability change, there can be an increase or decrease in the amounts recognized in respect of deferred tax assets as well as in the amounts recognized in income in the period in which the change occurs.

 

Tax provisions are based on enacted or substantively enacted laws. Changes in those laws could affect amounts recognized in income both in the period of change, which would include any impact on cumulative provisions, and in future periods.

 

Comparative figures

 

Certain comparative figures have been reclassified to conform to the current year's presentation.

 

Variation in Operating Results

 

The Company derives interest income on its bank deposits, which depend on the Company's ability to raise funds.

 

Management periodically, through the exploration process, reviews results both internally and externally through mining related professionals.  Decisions to abandon, reduce or expand exploration efforts is based upon many factors including general and specific assessments of mineral deposits, the likelihood of increasing or decreasing those deposits, land costs, estimates of future mineral prices, potential extraction methods and costs, the likelihood of positive or negative changes to the environment, permitting, taxation, labor and capital costs.  There cannot be a pre-determined hold period for any property as geological or economic circumstances render each property unique.

 

The Company's financial statements are stated in Canadian Dollars (CDN$) and are prepared in accordance with IFRS.  The value of the Canadian Dollar in relationship to the US Dollar was $1.35 on September 30, 2023.

 

Research and Development

 

The Company conducts no Research and Development activities, nor is it dependent upon any patents or licenses.

 

Trend Information  

 

The Company knows of no trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on the Company’s operations or financial condition.

 

Item 6.  Directors, Senior Management and Employees

 

Table No. 4 lists as of January 31, 2024 the names of the Directors of the Company.  The Directors have served in their respective capacities since their election and/or appointment and will serve until the next Annual General Meeting or until a successor is duly elected, unless the office is vacated in accordance with the Articles/By-Laws of the Company.  Sven Gollan is a resident of Norway, while all the other Directors are residents and citizens of Canada. Each director was elected at the Annual General Meeting held on March 28, 2023.

 

Table No. 4

Directors

 

Name

Age

Date First Elected/Appointed

Marc G. Blythe (1)

53

July 23, 2007

Craig Lindsay (1)

58

November 3, 2008

Mark T. Brown (1)

55

February 28, 2014

Jason Weber

53

March 10, 2014

Sven Gollan

41

March 17, 2022

 

 

 

(1)  Member of Audit Committee.

 

Members of the audit committee meet periodically to approve and discuss the annual financial statements and each quarterly report before filing and mailing. The committee operates under a written charter as included in the Company's Management Information Circular dated February 16, 2023. Details of the charter are contained in Item 6, “Board Practices” below.

 

Table No. 5 lists, as of January 31, 2024, the names of the Executive Officers of the Company.  The Executive Officers serve at the pleasure of the Board of Directors.  All Executive Officers are citizens of Canada.

 

Table No. 5

Executive Officers

 

Name

Position

Age

Date of Appointment

Jason Weber

President and CEO

53

April 29, 2015

Winnie Wong

Chief Financial Officer and

Corporate Secretary

 

49

 

April 29, 2015

Rob Duncan

Vice-President Exploration

49

August 1, 2020

 

Jason S. Weber, P.Geo., has over 20 years of experience in the minerals exploration industry. He holds a Bachelor of Science (B.Sc.) degree in Geological Sciences from the University of British Columbia and is a registered Professional Geoscientist with the Association for Professional Engineers and Geoscientists of BC (APEGBC). He was President of Estrella from May 2014 until its acquisition by the Company in April 2015 and was named President and CEO of the Company upon completion of the acquisition. He served as President and CEO of Kiska Metals Corporation, a mineral exploration company traded on the TSX Venture Exchange, from 2009 until 2013. He was President and CEO of Rimfire Minerals Corporation, a junior project generator company, from 2007 to 2009 when Rimfire merged with Geoinformatics to create Kiska. He initially joined Rimfire in 1999 as Manager of Corporate Communications. Prior to Rimfire, Mr. Weber was engaged by Equity Engineering as a project geologist working on projects in Canada and Central America and has also worked on gold and copper projects in British Columbia and Australia. Mr. Weber is a past Chair of Mining For Miracles, the BC Mining industry’s charity for BC Children’s Hospital. He is past Chair of Mineral Exploration Roundup, one of the world’s largest annual exploration conferences and was a Director of the Association for Mineral Exploration British Columbia (AMEBC). He currently serves as a Director of Acme Gold Company, a mineral exploration company traded on the Canadian Securities Exchange. Mr. Weber spends approximately 95% of his time on the affairs of the Company.

 

Marc G. Blythe, P.Eng, MBA, received a Bachelor of Mining Engineering degree from the Western Australian School of Mines and an MBA from La Trobe University in Melbourne. Since 2009, he has been Vice-President, Strategic Development, of Rockhaven Resources Ltd. From 2006 to 2011, he was Vice President, Mining of Almaden Minerals. From 2004 to 2006, he was a Corporate Senior Mining Engineer for Placer Dome, where he completed internal and external mine evaluations, including advising on potential acquisitions and implementation of mining technology. Prior to joining Placer Dome, he held senior mining and planning positions for several companies in Australia, including Auriongold, which was acquired by Placer Dome, and WMC Resources, and holds a Western Australian First Class Mine Manager's Certificate of Competency.  He was a former Vice-President of Corporate Development of Nevsun Resources Ltd., a mining company formerly traded on the TSX and NYSE MKT. He currently serves as the President, CEO and a Director of Au Gold Corp., a mineral exploration company traded on the TSX Venture Exchange. He also serves as a Director of Banyon Gold Corp., a mineral exploration company traded on the TSX Venture Exchange. Mr. Blythe was appointed CEO, President and a Director of the Company in July 2007 and served as CEO and President until the completion of the acquisition of Estrella in April 2015. Mr. Blythe devotes approximately 10% of his time to the Company.

 

Mark T. Brown has been a Chartered Accountant since 1993 and is President of Pacific Opportunity Capital Ltd., a private company which provides small and medium sized companies with financial, equity and management solutions. Mr. Brown received a Bachelor of Commerce Degree from the University of British Columbia in 1990 and is a member of the Institute of Chartered Accountants of British Columbia. He has been a Chartered Accountant since 1993 and serves as President of Pacific Opportunity Capital Ltd., a private company which provides small and medium sized companies with financial, equity and management solutions, from 1997 to the present. From 1990 to 1994, he worked with PricewaterhouseCoopers before becoming controller of Miramar Mining Corporation. In 1996, he became controller of Eldorado Gold Corporation where his duties included debt and equity financings, international acquisitions, corporate reporting and system implementation. He is one of the founders of Rare Element Resources Ltd., a resource exploration company traded on the NYSE MKT and TSX Exchanges. He also is a former and current officer and director of other public companies. His current officer and directorships include: : a Director of Avrupa Minerals Ltd., a mineral exploration company traded on the TSX Venture Exchange; a Director of Au Gold Corp., a mineral exploration company traded on the TSX Venture Exchange; Chief Financial Officer and a Director of Copper Fox Metals Inc., a mineral exploration company traded on the TSX Venture Exchange; a Director of East West Petroleum Corp., an oil and gas company traded on the TSX Venture Exchange; Chief Financial Officer of EGR Exploration, a gold exploration company traded on the TSX Venture Exchange; Chief Financial Officer of Fjordland Exploration Inc., a mineral exploration company traded on the TSX Venture Exchange; a Director of Mineral and Financial Investments Limited, an investment company traded on the London Stock Exchange; a Director of MTB Metals, a mineral exploration company traded on the TSX Venture Exchange; and a Director of Green Bridge Metals, a mineral exploration company traded on the Canadian Securities Exchange. Mr. Brown devotes approximately 15% of his time to Company affairs.

 

Craig Lindsay, CFA, has over 20 of experience in corporate finance, investment banking and business development in North America and Asia. He obtained a Bachelor of Commerce degree from University of British Columbia and a Masters of Business Administration from Dalhousie University. He is the past President of the Hong Kong Canada Business Association - Vancouver Section and the past Chairman of the Family Services of Greater Vancouver. He currently serves as Managing Director of Arbutus Grove Capital Corp., a private company offering corporate finance and merchant banking services; a director of Excellon Resources Inc., a mineral production company traded on the New York Stock Exchange and Toronto Stock Exchange; a director of VR Resources Ltd., a mineral exploration company traded on the TSX Venture Exchange; a director of Electric Royalties Ltd., a mineral royalty portfolio company traded on the TSX Venture Exchange; and CEO and a Director of ReVolve Renewable Power Corp., a renewable energy company traded on the TSX Venture Exchange. He formerly served as founder and president of Magnum Uranium Corp. until its merger with Energy Fuels Inc. in 2009, and was a Vice President in the Corporate Finance and Investment Banking Group at PricewaterhouseCoopers LLP. Mr. Lindsay spends approximately 5% of his time on the affairs of the Company.

 

Sven Gollan is Corporate Treasurer at FruchtExpress Norge, the Norwegian Branch of FruchtExpress, a European logistics company. He has been with FruchtExpress Grabher in the Corporate Treasury Unit of the Grabher Family Office, Austria since 2015. The Grabher Family Office is a strategic investor in exploration-stage commodity projects, energy, infrastructure and food companies, and is a major shareholder of Silver North. From 2011 to 2015 he was an external consultant for the Grabher Family, Austria. Prior to his work with the Grabher Family Office, he spent 16 years as an Investment/Private Banker in Germany and Austria and was active in the education and training of securities advisors and investment bankers. In addition to his service as a Director to Silver North, Mr. Gollan is Chief Executive Officer and a Director of Teako Minerals Corp., a mineral exploration company traded on the Canadian Securities Exchange; and is a Director of Sego Resources, a copper-gold exploration company traded on the TSX Venture Exchange. Mr. Gollan devotes approximately 5% of his time to the Company’s affairs.

 

Winnie Wong received a Bachelor of Commerce Degree (Honours) from Queen’s University in 1996 and is a member of the Institute of Chartered Accountants of British Columbia.  Since July 1, 2001, she has been Vice President of Pacific Opportunity Capital Ltd.  Her role is to manage the financial administration team and to assist Pacific Opportunity Capital Ltd.’s management group on corporate finance projects.  From July 1 to December 31, 2000, Ms. Wong was the controller of Pivotal Corporation, a company providing software, services and support to a variety of businesses.  Between 1996 and 1999, Ms. Wong worked with Deloitte & Touche, Chartered Accountants.  Ms. Wong acts as the CFO and/or Corporate Secretary for other publicly listed companies including Avrupa Minerals (since July 2010), Au Gold Corp. (since December 2020) and MTB Metals, (since December 2017). Ms. Wong spends approximately 30% of her time on the affairs of the Company.

 

Rob Duncan has over 30 years of experience in mineral exploration with a wide range of companies, from major producers such as Rio Tinto and Inmet Mining to junior explorers. He has held senior management positions at several junior explorers exploring throughout the North American Cordillera, Canadian Shield and Eastern Europe on a wide variety of deposit types including orogenic gold, porphyry copper (gold), VMS, intrusion related gold, and epithermal gold-silver systems. He also has over ten years of management experience specifically with prospect generator companies, having held the position of Exploration Manager at Rimfire Minerals and VP Exploration and Project Development at Evrim Resources. He previously served as Chief Operating Officer of Kutcho Copper Corp., a mineral exploration company traded on the TSX Venture Exchange, and as COO of QX Metals Corp. (now Gold Bull Resources), a mineral exploration company traded on the TSX Venture Exchange. Mr. Duncan received his BSc in Geology and his M.Sc. in Geological Sciences from University of British Columbia. Mr. Duncan spends approximately 95% of his time on the affairs of the Company.

 

Mark Brown, a director of the Company, was formerly a director of Ascent Industries Corp. (“Ascent”), a company listed on the Canadian Securities Exchange. Mr. Brown resigned as a director of Ascent on February 13, 2019. On Friday, March 1, 2019, the Supreme Court of British Columbia issued an order granting Ascent’s application for creditor protection under the Companies’ Creditors Arrangement Act (Canada) (“CCAA”) to address near term liquidity issues. On April 5, 2019, Ascent sold its Canadian Assets, repaid all liabilities, and has excess cash on hand such that it expects to be discharged from the CCAA process.

 

Mark Brown, a director of the Company, was formerly a director of Sutter Gold Mining Inc. (“SGM”). On May 6, 2019, SGM received a cease trade order issued by the British Columbia Securities Commission for failure to file audited financial statements and Management’s Discussion & Analysis for the year ended December 31, 2018. SGM’s listing on the TSX Venture Exchange remains suspended until SGM meets TSX Venture Exchange’s requirements and upon the revocation of the cease trade order. On May 17, 2019, pursuant to an order of the Supreme Court of British Columbia, a receiver was appointed for SGM in order to sell all the assets of SGM and repay lenders. On May 21, 2019, Mr. Brown resigned as a director of SGM.

 

Except for the two incidents listed above, no Director and/or Executive Officer has been the subject of any order, judgment, or decree of any governmental agency or administrator or of any court or competent jurisdiction, revoking or suspending for cause any license, permit or other authority of such person or of any corporation of which he or she is a Director and/or Executive Officer, to engage in the securities business or in the sale of a particular security or temporarily or permanently restraining or enjoining any such person or any corporation of which he or she is an officer or director from engaging in or continuing any conduct, practice, or employment in connection with the purchase or sale of securities, or convicting such person of any felony or misdemeanor involving a security or any aspect of the securities business or of theft or of any felony.

 

There are no arrangements or understandings between any two or more Directors or Executive Officers, pursuant to which he or she was selected as a Director or Executive Officer. No members of the Board of Directors are related.

 

COMPENSATION

 

The Company has no arrangements pursuant to which directors receive cash compensation from the Company for their services in their capacity as directors, or for committee participation.  A Director may serve in another capacity with the Company, including as an Officer or Consultant, and receive cash compensation independent of their service as a Director. Directors are included in the Company’s Stock Option Plan and may be granted options under the Plan. There are no director’s service contracts providing for benefits upon termination of employment.

 

To assist the Company in compensating, attracting, retaining and motivating personnel, the Company grants incentive stock options under a formal Stock Option Plan which was first approved by shareholders at the Annual General and Special Meeting of shareholders held on December 21, 2005, and subsequently re-approved by shareholders at every Annual Meeting of shareholders thereafter. The current Stock Option Plan was confirmed by shareholders at the most recent meeting held on March 28, 2023.

 

Table No. 6 sets forth the compensation paid to the Company’s executive officers and members of its administrative body during the last three fiscal years. Option/share totals have been adjusted for the 1 for 5 share consolidation effective August 14, 2023.

 

Table No. 6

Summary Compensation Table

All Figures in Canadian Dollars unless otherwise noted

 

 

Name

 

Fiscal

Year

 

Salary

Options

Granted

Value of

Options Granted

Other

Compensation

Total

Compensation

Jason Weber,

President, CEO and Director

2023

2022

2021

$  162,000

162,000

162,000

Nil

200,000

60,000

$          Nil

59,000

30,270

$          Nil

Nil

Nil

$   162,000

221,000

192,270

 

 

 

 

 

 

 

Winnie Wong,

Chief Financial Officer

2023

2022

2021

N/A

N/A

N/A

Nil

100,000

40,000

$          Nil

29,500

20,180

$          Nil

Nil

Nil

$          Nil

29,500

20,180

 

 

 

 

 

 

 

Rob Duncan,

Vice-President, Exploration

2023

2022

2021

$ 150,000

150,000

145,625

Nil

150,000

60,000

$          Nil

44,250

30,270

$          Nil

Nil

Nil

$  150,000

194,250

175,895

 

 

 

 

 

 

 

Marc G. Blythe

Director and former President

and CEO

2023

2022

2021

$         Nil

Nil

Nil

Nil

100,000

40,000

$          Nil

29,600

20,180

$          Nil

 Nil

Nil

$   

29,500

20,180

 

 

 

 

 

 

 

Mark T. Brown,

Director and former CFO and

Corporate Secretary (1)

2023

2022

2021

N/A

N/A

N/A

Nil

150,000

60,000

$         Nil

44,250

30,270

$  158,000

201,500

187,245

$  158,000

245,750

217,515

 

 

 

 

 

 

 

Craig Lindsay,

Director

2023

2022

2021

N/A

N/A

N/A

Nil

100,000

40,000

$         Nil

29,500

20,180

$          Nil

Nil

Nil

$         Nil

29,500

20,180

 

 

 

 

 

 

 

Sven Gollan,

Director

2023

2022

N/A

N/A

Nil

100,000

$          Nil

23,100

$          Nil

Nil

$         Nil

23,500

 

 

 

 

 

 

 

John Wilson,

Former Director

2023

2022

2021

N/A

N/A

N/A

Nil

50,000

40,000

$          Nil

14,750

20,180

$          Nil

Nil

Nil

$         Nil

14,750

20,180

 

(1)

 

"Other Compensation" for Mark T. Brown is for management and accounting fees and share issue costs paid to Pacific Opportunity Capital, a private consulting firm for which Mr. Brown is President and a director and Ms. Winnie Wong is Vice President.

 

No funds were set aside or accrued by the Company during fiscal 2023 to provide pension, retirement or similar benefits for Directors or Executive Officers.

 

Board Practices

 

The Board of Directors’ mandate is to manage or supervise the management of the business and affairs of the Company and to act with a view to the best interests of the Company. The Company’s corporate governance practices are the responsibility of the Board.

 

Management has been delegated the responsibility for meeting defined corporate objectives, implementing approved strategic and operating plans, carrying out the Company's business in the ordinary course, evaluating business opportunities, recruiting staff and complying with applicable regulatory requirements. The Board facilitates its independent supervision over management by reviewing and approving long-term strategic, business and capital plans, material contracts and business transactions, all debt and equity financing transactions. Through its Audit Committee, the Board examines the effectiveness of the Company's internal control processes. The Board reviews and sets executive compensation and recommends incentive stock options.

 

The Board facilitates its exercise of independent supervision over management by ensuring that a majority of its members are independent of the Company. Directors are considered to be independent if they have no direct or indirect material relationship with the Company. A "material relationship" is a relationship which could, in the view of the Company's Board, be reasonably expected to interfere with the exercise of a director's independent judgment.

 

Currently, two of the three members of the Audit Committee are considered to be independent.

 

The Board considers its size each year when it considers the number of directors to recommend to the shareholders for elections at the annual meeting of shareholders, taking into account the number required to carry out the Board's duties effectively and to maintain a diversity of views and experience. The Board does not have a nominating committee, and these functions are currently performed by the Board as a whole. However, if there is a change in the number of directors required by the Company, this policy will be reviewed. When new directors are appointed, they receive orientation on the Company's business, current projects and the industry. Board meetings may also include presentations by the Company's management and employees to give the directors additional insight into the Company's business.

 

The Board has found that the fiduciary duties placed on individual directors by the Company's governing corporate legislation and the common law and the restrictions placed by applicable corporate legislation on an individual directors' participation in decisions of the Board in which the director has an interest have been sufficient to ensure that the Board operates independently of management and in the best interests of the Company.

 

Audit Committee

The Company's Audit Committee operates under a written charter which is reviewed by the Board of Directors on an annual basis. A copy of the current Audit Committee Charter was included in the Company’s Management Information Circular dated February 16, 2023.

 

The Audit Committee’s primary functions are to assist the Board of Directors (the "Board") in fulfilling its financial oversight responsibilities with respect to financial reporting and disclosure requirements; ensure that an effective risk management and financial control framework has been implemented by management of the Company; and be responsible for external and internal audit processes.

 

Composition

The Audit Committee shall be composed of a minimum of three members of the Board of Directors, a majority of whom are independent. All members of the Audit Committee shall be financially literate. Financial literacy is the ability to read and understand a balance sheet, income statement and cash flow statement that present a breadth and level of complexity comparable to the Corporation’s financial statements.

 

Members shall serve one-year terms and may serve consecutive terms, which are encouraged to ensure continuity of experience. The Chairperson shall be appointed by the Board of Directors for a one-year term, and may serve any number of consecutive terms.

 

Responsibilities

The Audit Committee will review and report to the board of directors of the Company the financial statements and MD&A (management discussion and analysis); the auditor’s report, if any; and review the Company’s annual and interim earnings press releases before the Company publicly discloses the information.  The Committee will also ensure that adequate procedures are in place for the review of the Company’s public disclosure of financial information and periodically assess the adequacy of the procedures.

 

The Committee will recommend to the Board of Directors the external auditor and the compensation of the external auditor and pre-approve all non-audit services to be provided to the Company by the auditor. It will oversee the work of the external auditor, including the resolution of any disagreements between management and the auditor regarding financial reporting. The Committee will monitor, evaluate and report to the Board of Directors on the integrity of the financial reporting process and the system of internal controls that management and the Board have established.

 

Procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal controls or auditing matters will be established by the Committee, including the confidential and anonymous submission by employees.

 

The Committee has the authority to engage independent counsel and other advisors as it deems necessary to carry out its duties and the committee will set the compensation for such advisors. The committee has the authority to communicate directly with and to meet with the external auditors and the internal auditor, without management involvement. This extends to requiring the external auditor to report directly to the committee.

 

Reporting Obligations

The Committee will report to the Board of Directors on the proceedings of each Committee meeting and on the Committee’s recommendations at the next regularly scheduled Directors’ meeting. The Committee met in person once in fiscal 2023, with other meetings conducted electronically.

 

The current Audit Committee members are Marc G. Blythe, Craig Lindsay, and Mark Brown. Mr. Blythe and Mr. Lindsay are considered to be “independent”.

 

Staffing

 

The Company currently has one employee and 2 executive officers. Administrative functions are performed under an agreement with Pacific Opportunity Capital. Mineral Exploration, including geological services and field work, are performed by management and contactors on an as needed basis.

 

Share Ownership

 

The Registrant is a publicly owned Canadian corporation, the shares of which are owned by U.S. residents, Canadian residents and other foreign residents.  The Registrant is not controlled by another corporation as described below.

 

Table No. 7 lists, as of January 31. 2024, Directors and Executive Officers who beneficially own the Registrant's voting securities and the amount of the Registrant's voting securities owned by the Directors and Executive Officers as a group.


8


 

 

Table No. 7

Shareholdings of Directors and Executive Officers

 

Title

of

Class

 

 

Name of Beneficial Owner

Amount and Nature

of Beneficial

Ownership

Percent

of

Class

 

 

 

 

Common

Marc G. Blythe (1)

239,597

0.65%

Common

Mark T. Brown (2)

5,687,648

15.17%

Common

Craig Lindsay (3)

289,000

0.78%

Common

Jason Weber (4)

755,416

2.02%

Common

Sven Gollan (5)

300,000

0.81%

Common

Winnie Wong (6)

190,180

0.51%

Common

Rob Duncan (7)

783,272

2.11%

 

 

 

 

 

Total Directors/Officers

8,245,113

21.12%

 

 

(1)

Of these shares, 69,597 are common shares and 170,000 represent share purchase options.

 

(2)

Of these shares, 1,336,000 are common shares and 270,000 are share purchase options owned personally. 3,701,145 are common shares and 347,903 are stock purchase warrants owned by Pacific Opportunity Capital, a private company controlled by Mark T. Brown. 32,600 are common shares owned by Spartacus Management, a private company controlled by Mark T. Brown.

 

(3)

Of these shares, 27,000 are common shares and 92,000 are share purchase warrants held in the name of Arbutus Grove Capital, a private company owned by Craig Lindsay. 170,000 are share purchase options held by Mr. Lindsay directly.

 

(4)

Of these shares, 229,666 are common shares, 320,000 represent share purchase options and 205,750 represent stock purchase warrants.

 

(5)

Of these shares, 200,000 represent common shares and 100,000 represent share purchase options.

 

(6)

Of these shares, 180 are common shares and 190,000 represent share purchase options.

 

(7)

Of these shares, 494,522 are common shares, 250,000 represent share purchase options, and 38,750 are stock purchase warrants.

 

Based upon 36,877,994 shares outstanding as of January 31, 2024, share purchase warrants and stock options held by each beneficial holder exercisable within sixty days as detailed in Table No. 11, “Stock Options Outstanding” below.

 

Item 7.  Major Shareholders and Related Party Transactions

 

The Registrant is a publicly owned Canadian corporation, the shares of which are owned by U.S. residents, Canadian residents and other foreign residents.  The Registrant is not controlled by another corporation as described below.  The Company's common shares are issued in registered form and the following information is taken from the records of Computershare Investor Services, 510 Burrard Street, 2nd Floor Vancouver, British Columbia V6C 3B9.

 

On December 31, 2023, the shareholders' list for the Company's common shares showed 36,877,994 common shares issued and outstanding. There are 55 registered holders, including depositories, holding 35,836,686 common shares in Canada. 12 registered holders, including depositories, hold 699,784 common shares in the United States, and 6 registered holders, including depositories, holding 341,524 common shares in other countries.

 

The Company is aware of two persons/companies who beneficially own 5% or more of the Registrant's voting securities. Table No. 8 lists as of January 31, 2024, persons and/or companies holding 5% or more beneficial interest in the Company’s outstanding common stock.

 

Table No. 8

5% or Greater Shareholders

 

Title

of

Class

 

 

Name of Beneficial Owner

Amount and Nature

of Beneficial

Ownership

Percent

of

Class

Common

Mark T. Brown (1)

5,687,648

15.17%

Common

Fruchtexpress Grabher GmbH & Co KG (2)

3,200,000

8.68%

 

 

 

 

 

(1)

Of these shares, 1,336,000 are common shares and 270,000 are share purchase options owned personally. 3,701,145 are common shares and 347,903 are stock purchase warrants owned by Pacific Opportunity Capital, a private company controlled by Mark T. Brown. 32,600 are common shares owned by Spartacus Management, a private company controlled by Mark T. Brown.

 

(2)

All of these shares are beneficially owned by Hubert Grabher.

 

Based upon 36,877,994 shares outstanding as of January 31, 2023, share purchase warrants and stock options held by each beneficial holder exercisable within sixty days as detailed in Table No. 11, “Stock Options Outstanding” below.

 

No shareholders of the Company have different voting rights from any other shareholder.

 

RELATED PARTY TRANSACTIONS

 

During Fiscal 2023 ended September 30, 2023, the Company paid Pacific Opportunity Capital, a private company controlled by Mark T. Brown, a director of the Company, $158,000 (Fiscal 2022 - $201,500; Fiscal 2021 - $187,245) for management, accounting, and shareholder communication services.

 

Item 8.  Financial Information

 

The financial statements as required under ITEM #18 are attached hereto and found immediately following the text of this Annual Report. The auditors’ report of DeVisser Gray LLP, Chartered Professional Accountants, is included herein immediately preceding the financial statements and schedules.

 

Current Legal Proceedings

 

The Company knows of no material, active or pending, legal proceedings against them; nor is the Company involved as a plaintiff in any other material proceeding or pending litigation. The Company knows of no other active or pending proceedings against anyone that might materially adversely affect an interest of the Company.

 

Dividends

 

The Company has not declared any dividends on its common shares since inceptions and does not anticipate that it will do so in the foreseeable future.  The present policy of the Company is to retain future earnings, if any, for use in its operations and the expansion of its business.

 

 

Item 9.  Offer and Listing of Securities

 

As of September 30, 2023, the end of the Company's most recent fiscal year, the authorized capital of the Company consisted of an unlimited number of Common Shares without par value and an unlimited number of Preferred Shares without par value.  After adjusting for the 1 for 5 share consolidation effective August 14, 2023, there were 31,877,994 Common Shares and no Preferred Shares issued and outstanding as of September 30, 2023, and 36,877,994 Common Shares and no Preferred Shares issued and outstanding as of January 31, 2024.

 

NATURE OF TRADING MARKET

 

The Company's common shares trade on the TSX Venture Exchange in Vancouver, British Columbia, Canada under the stock symbol “SNAG”. The Company previously traded under the name Alianza Minerals Ltd. and the symbol “ANZ” until the completion of a 1 for 5 share consolidation and name change effective August 14, 2023. The current CUSIP number is 016095101. The Company's common shares are not registered to trade in the United States in the form of American Depository Receipts (ADR's) or similar certificates.

 

Table No. 9 lists the volume of trading and high, low and closing sale prices on the TSX Venture Exchange for the Company's common shares for:

 

·each of the last six months ending December 31, 2023; 

 

·each of the last twelve fiscal quarters ending the three months ended December 31, 2023; and 

 

·each of the last five fiscal years ending September 30, 2023. 

 

All historical share prices have been adjusted for the 1 for 5 share consolidation effective August 14, 2023.


9


 

 

Table No. 9

TSX Venture Exchange

Common Shares Trading Activity

 

 

- Sales-

 

Canadian Dollars

Period

High

Low

Close

 

 

 

 

December 2023

$     0.20

$   0.125

$   0.14

November 2023

      0.235

    0.135

    0.15

October 2023

      0.25

    0.20

    0.235

September 2023

      0.24

    0.165

    0.21

August 2023

      0.275

    0.18

    0.20

July 2023

      0.20

    0.10

    0.175

 

 

 

 

Three Months Ended December 31, 2023

$     0.25

$   0.125

$   0.14

Three Months Ended September 30, 2023

      0.275

    0.10

    0.21

Three Months Ended June 30, 2023

      0.175

    0.10

    0.125

Three Months Ended March 31, 2023

      0.225

    0.10

    0.125

 

 

 

 

Three Months Ended December 31, 2022

$     0.20

$   0.10

$   0.20

Three Months Ended September 30, 2022

      0.30

    0.20

    0.20

Three Months Ended June 30, 2022

      0.40

    0.20

    0.25

Three Months Ended March 31, 2022

      0.45

    0.30

    0.35

 

 

 

 

Three Months Ended December 31, 2021

$     0.50

$   0.35

$   0.40

Three Months Ended September 30, 2021

      0.65

    0.35

    0.50

Three Months Ended June 30, 2021

      0.65

    0.45

    0.55

Three Months Ended March 31, 2021

      1.25

    0.45

    0.55

 

 

 

 

Fiscal Year Ended September 30, 2023

$     0.275

$   0.10

$   0.14

Fiscal Year Ended September 30, 2022

      0.45

    0.10

    0.20

Fiscal Year Ended September 30, 2021

      1.25

    0.35

    0.40

Fiscal Year Ended September 30, 2020

      1.00

    0.15

    1.00

Fiscal Year Ended September 30, 2019

      2.50

    0.20

    0.25

 

Table No. 10 lists, as of January 31, 2024, share purchase warrants outstanding, the exercise price, and the expiration date of the share purchase warrants.

 

Table No. 10

Share Purchase Warrants Outstanding

 

Number of Share Purchase

Warrants Outstanding

 

Exercise Price/Share

 

Expiration Date

 

 

 

87,860

0.50

March 15, 2025

1,000,000

0.625

May 19, 2025

1,250,000

0.30

October 19, 2026

100,000

0.30

December 28, 2026

 

 

 

Total       2,437,860

 

 

 

Table No. 10a lists, as of January 31, 2024, finder’s warrants outstanding, the exercise price, and the expiration date of the share purchase warrants.

 

Table No. 10a

Finder’s Share Purchase Warrants Outstanding

 

Number of Finder’s Warrants

Outstanding

 

Exercise Price/share

 

Expiration Date

 

 

 

79,450

$    0.20

October 19, 2026

43,750

0.20

December 28, 2026

 

 

 

Total       123,200

 

 

 

American Depository Receipts.  Not applicable.

Other Securities to be Registered. Not applicable

 

The TSX Venture Exchange

 

The Company's common stock is currently listed and trading on the TSX Venture Exchange (“TSX-V”).

 

The TSX-V was created through the acquisition of the Canadian Venture Exchange by the Toronto Stock Exchange.  The Canadian Venture Exchange was a result of the merger between the Vancouver Stock Exchange and the Alberta Stock Exchange which took place on November 29, 1999. On August 1, 2001, the Toronto Stock Exchange completed its purchase of the Canadian Venture Exchange from its member firms and renamed the Exchange the TSX Venture Exchange. The TSX-V currently operates as a complementary but independent exchange from its parent.

 

The initial roster of the TSX-V was made up of venture companies previously listed on the Vancouver Stock Exchange or the Alberta Stock Exchange and later incorporated junior listings from the Toronto, Montreal and Winnipeg Stock Exchanges. The TSX-V is a venture market as compared to the TSX Exchange which is Canada’s senior market and the Montreal Exchange which is Canada’s market for derivatives products.

 

The TSX-V is a self-regulating organization owned and operated by the TMX Group.  It is governed by representatives of its member firms and the public.

 

The TMX Group acts as a business link between TSX Venture Exchange members, listed companies and investors.  TSX-V policies and procedures are designed to accommodate companies still in their formative stages and recognize those that are more established. Listings are predominately small and medium sized companies.

 

Regulation of the TSX Venture Exchange, its member firms and its listed companies is the responsibility of Investment Industry Regulatory Organization of Canada ("IIROC"). IIROC is a not-for-profit, independent Canadian self-regulatory organization that, among other things, oversees trading in exchanges and marketplaces.

 

IIROC administers, oversees and enforces the Universal Market Integrity Rules (“UMIR”). To ensure compliance with UMIR, IIROC monitors real-time trading operations and market-related activities of marketplaces and participants, and also enforces compliance with UMIR by investigating alleged rule violations and administering any settlements and hearings that may arise in respect of such violations.

 

Investors in Canada are protected by the Canadian Investor Protection Fund (“CIPF”). The CIPF is a private trust fund established to protect customers in the event of the insolvency of a member of any of the following Self-Regulatory Organizations: the TSX Venture Exchange, the Montreal Exchange, the TSX, the Toronto Futures Exchange and the IIROC.

 

Item 10.  Additional Information

 

Share Capital

 

The Company has financed its operations through the issuance of common shares through private placements, the exercise of warrants issued in the private placements, and the exercise of stock options. The changes in the Company’s share capital during the last 3 fiscal years are as follows:

 

During fiscal 2023 ended September 30, 2023, the Company issued a total of 87,860 common shares. All the shares were issued pursuant to the exercise of warrants for proceeds of $21,965.

 

During fiscal 2022 ended September 30, 2022, the Company issued a total of 2,000,000 common shares.

 

·Issued 2,000,000 common shares through a non-brokered private placement of common stock units at a price of $0.375 per unit for gross proceeds of $750,000. Each unit consisted of one common share and one-half of a common share purchase warrant. Each full warrant entitles the holder to purchase one additional common share at a price of $0.625 until May 19, 2025.  

 

During fiscal 2021 ended September 30, 2021, the Company issued a total of 7,741,587 common shares.

 

 

·Issued 1,534,074 non-flow-through units at a price of $0.675 per Unit for gross proceeds of $1,035,500 and 2,776,226 flow-through shares at a price of $0.775 per FT Share for gross proceeds of $2,151,575. Each non-flow through unit consists of one common share and one-half common share purchase warrant. Each warrant entitles the holder to purchase one additional common share until October 9, 2022 at a price of $1.00. In connection with the financing, the Company paid $199,868 as a cash finder’s fee and issued 267,807 finder’s warrants, each of which is exercisable into one common share at a price of $0.675 until October 9, 2022. 

·Issued 2,102,067 flow-through shares at a price of $0.60 per flow-through share for gross proceeds of $1,261,240. In connection with the financing, the Company paid $79,870 as a cash finder’s fee and issued 133,117 finder’s warrants, each of which is exercisable into one common share at a price of $0.60 until June 14, 2023. 

·Issued 70,000 common shares for the acquisition of property interests: 

·Issued 30,000 common at a price of $0.55 per share for a total consideration of $16,500 to pay for the Haldane property. 

·Issued 40,000 common shares at a price of $0.325 per share for a total consideration of $13,000 to pay for the KRL property. 

·Issued 11,220 common shares pursuant to the exercise of 11,220 finder’s warrants for cash proceeds of $2,805; 

·Issued 1,248,000 common shares pursuant to the exercise of 1,248,000 warrants for cash proceeds of $626,805. 

 

Shares Issued for Assets Other Than Cash

 

During Fiscal 2023 and 2022, no common shares were issued for assets other than cash.

 

During Fiscal 2021, 70,000 common shares were issued for the acquisition of property interests:

 

·Issued 30,000 common at a price of $0.11 per share for a total consideration of $16,500 to pay for the Haldane property. 

·Issued 40,000 common shares at a price of $0.065 per share for a total consideration of $13,000 to pay for the KRL property. 

 

FLOW THROUGH SHARES

 

Canadian tax legislation allows for investment tax credits, at a rate of 15%, applicable to certain mining exploration expenses in Canada pursuant to a Flow-through share issuance agreement.  Common shares of exploration companies which are issued under the program are known as “Flow-Through” shares as the Company making the qualified expenditures flow-through such tax credits received to the purchasers of these specific common shares.  A Flow-through share investor could apply this tax credit to reduce his or her Canadian Federal income tax payable.  In order to apply for the credits, the flow-through shareholder must be resident in Canada and subject to Canada Federal Income Tax for the taxation year in which the credit is being claimed.

 

The mining exploration expenses that qualify for the investment tax credit under the Flow-through program must be incurred in the scope of mining exploration activities conducted from or above the ground surface in order to determine the existence or location of mineral materials.  These minerals include the deposit of common metals or the deposit of minerals for which the Minister of Natural Resources has stated that the principal mineral extract is an industrial mineral contained in a non-stratified deposit.  The mining exploration activities that qualify include expenses incurred in order to determine the existence, location, extent, or quality of a mineral resource in Canada, including the prospector costs, the geological, geophysical or geochemical study costs, the costs of steelhead or diamond drilling, by hammering or other methods, and the costs of digging trenches.  It is not intended for expenses related to existing mines.

 

During the fiscal year ended September 30, 2021, the Company had two issuances of flow-through common shares:

·Under the first issuance, the Company sold 2,776,226 flow-through common shares for gross proceeds of $2,151,575. These funds will be used for qualifying exploration expenditures on the Haldane property. 

·Under the second issuance, the Company sold 2,102,067 flow-though common shares for gross proceeds of $1,261,240. These funds will be used for qualifying exploration expenditures on the Haldane property. 

 

Shares Held By Company

 

-No Disclosure Necessary-

 

Stock Options

 

Stock Options to purchase securities from Registrant can be granted to Directors and Employees of the Company on terms and conditions acceptable to the regulatory authorities in Canada, notably the TSX Venture Exchange.

 

The Company has a Rolling Stock Option Plan (the "Plan") which is required to be approved by shareholders annually. The Plan was first approved at the Annual General and Special Meeting of Shareholders held on December 31, 2005 and re-approved at each of the Annual and Special meetings held thereafter. There have been no changes to the Stock Option Plan since it was adopted by the Directors and approved in 2005. The Plan was re-approved at the Company's most recent Annual General Meeting held on March 28, 2023.

 

Under the Plan, stock options may be issued to qualified Officers, Directors, Employees and Consultants. The number of common shares reserved for issuance under the Plan is 10% of the currently issued common shares of the Company. The Board shall not grant options to any one person in any 12 month period which will, when exercised, exceed 5% of the issued and outstanding shares of the Company or to any one consultant or to those persons employed by the Company who perform investor relations services which will, when exercised, exceed 2% of the issued and outstanding shares of the Company. Upon expiry of an option, or in the even an option is otherwise terminated for any reason, the number of shares in respect of the expired or terminated option shall again be available for the purposes of the Plan. If the option holder ceases to be a director of the Company or ceases to be employed by the Company, other than by reason of death, or ceases to be a consultant of the Company as the case may be, then the option granted shall expire no later than the 90th day following the date that the option holder ceases to be a director, ceases to be employed by the Company or ceases to be a consultant of the Company, subject to the terms and conditions set out in the Plan.

 

The exercise price of the option under the Plan may not be less than the closing price of the common shares on the TSX Venture Exchange on the day immediately preceding the date of grant, less the applicable discount allowed by the policies on the TSX Venture Exchange. An option granted under the Plan must be exercised within a period of five years from granting. Within this five year period, the Company's Board of Directors may determine the limitation period during which an option may be exercised and whether a particular grant will have a minimum vesting period. Any agreement to decrease the option price of options previously granted to insiders will require the approval of "disinterested shareholders", which is defined as approval by a majority of the votes cast at the Meeting other than votes attaching to shares of the Company beneficially owned by insiders of the Company to whom options may be granted under the Plan, and associates of such persons.

 

A complete copy of the Company’s Stock Option Plan as approved by shareholders was included as an exhibit to the Company’s Form 20-F Registration Statement.

 

The names and titles of the Directors/Executive Officers of the Registrant to whom outstanding stock options have been granted and the numbers of common shares subject to such options are set forth in Table No. 11 as of January 31, 2024, as well as the number of options granted to Directors and all employees as a group.


10


 

 

Table No. 11

Stock Options Outstanding

 

 

 

 

Name

 

 

Number of

Options

Number of

Options

Currently

Vested

 

CDN$

Exercise

Price

 

 

Expiration

Date

 

 

 

 

 

Jason Weber,

President and CEO

60,000

60,000

200,000

60,000

60,000

200,000

 $  0.50

0.70

0.50

July 30, 2024

October 15, 2025

January 18, 2027

 

 

 

 

 

Winnie Wong,

Chief Financial Officer

50,000

40,000

100,000

50,000

40,000

100,000

$  0.50

0.70

0.50

July 30, 2024

October 15, 2025

January 18, 2027

 

 

 

 

 

Rob Duncan,

Vice-President, Exploration

40,000

60,000

150,000

40,000

60,000

150,000

$  0.50

0.70

0.50

July 30, 2024

October 15, 2025

January 18, 2027

 

 

 

 

 

Marc Blythe

Director

30,000

40,000

100,000

30,000

40,000

100,000

$  0.50

0.70

0.50

July 30, 2024

October 15, 2025

January 18, 2027

 

 

 

 

 

Mark T. Brown,

Director

60,000

60,000

150,000

60,000

60,000

150,000

$  0.50

0.70

0.50

July 30, 2024

October 15, 2025

January 18, 2027

 

 

 

 

 

Craig Lindsay,

Director

30,000

40,000

100,000

30,000

40,000

100,000

$  0.50

0.70

0.50

July 30, 2024

October 15, 2025

January 18, 2027

 

 

 

 

 

Sven Gollan

100,000

100,000

$  0.50

March 17, 2027

 

 

 

 

 

Employees/Consultants/

Former Directors

 

75,000

101,000

360,000

75,000

101,000

360,000

$  0.50

0.75

0.50

July 30, 2024

October 15, 2025

January 18, 2027

 

 

 

 

 

Total Officers and Directors

1,470,000

1,470,000

 

 

 

 

 

 

 

Total Employees/

Consultants/Former Directors

536,000

 

536,000

 

 

 

 

 

 

 

 

Total Officers/Directors/

Employees and Consultants

2,006,000

 

2,006,000

 

 

 

 

Bonus Pool

 

In fiscal 2016, the Company issued 400,000 common shares to the Company’s largest shareholder, Pacific Opportunity Capital Ltd., to settle $300,000 of at a deemed price of $0.75 per share. Pacific Opportunity has set aside 100,000 of those shares as a Bonus Pool to be granted to management based on the successful completion of certain milestones relating to the Company’s joint venture business model.  In October 2020, 20,000 of such shares were granted to management.

 

Resolutions/Authorization/Approvals

 

-No Disclosure Necessary-

 

Memorandum and Articles of Association

 

The Company was originally incorporated on October 21, 2005 under the provisions of the Business Corporations Act (Alberta) under the name “Tarsis Capital Corp.”. The Company's articles were restated on December 20, 2005 in order to remove the restrictions on transfer of shares. The Company was continued into British Columbia under the Business Corporations Act (B.C.) (the "Act") on June 2, 2008, and changed its name to "Tarsis Resources Ltd." on June 17, 2009. On April 29, 2015, the Company changed its name to “Alianza Minerals Ltd.”. On August 14, 2023, the Company changed its name to “Silver North Resources Ltd.”.

 

There are no restrictions on the business the company may carry on in the Articles of Incorporation.

 

Under the Company’s articles and bylaws any director or senior officer who holds any office or possesses any property, right or interest that could result, directly or indirectly, in the creation of a duty or interest that materially conflicts which that individual's duty or interest as a director or senior officer, must disclose the nature and extent of the conflict as required by the Act. Such director or senior officer that has a disclosable interest in a contract or transaction shall be liable to account to the Company for any profits that accrue to the director or senior officer under or as a result of the contract or transaction unless disclosure is made thereof and the contract or transaction is approved in accordance with the provisions of the Act. A director is not allowed to vote on any transaction or contract with the Company in which he has a disclosable interest unless all directors have a disclosable interest in that transaction or contract, in which case all of those directors may vote on such resolution.

 

Part 14 of the Company’s bylaws address the duties of the directors, while Part 8 discusses the Borrowing Powers. The Company may, if authorized by the directors, may:

 

a)borrow money in the manner and amount, on the security, from the sources and on the terms and conditions that the directors think fit; 

 

b)issue bonds, debentures, and other debt obligations either outright or as security for any liability or obligation of the Company or any other person; 

 

c)guarantee the repayment of money by any other person or the performance of any obligation of any other person; 

 

d)mortgage, charge, whether by way of specific or floating charge, grant a security interest in, or give other security on, the whole or any part of the undertaking, property and assets of the Company, both present and future. 

 

Any bonds, debentures or other debt obligations of the Company may be issued at a discount, premium or otherwise, and with any special privileges as to redemption, surrender, drawings, allotment of or conversion into or exchange for shares or other securities, attending and voting at general meetings of the Company, appointment of directors and otherwise, and may, by their terms, be assignable free from any equities between the Company and the person to whom they were issued or any subsequent holder thereof, all as the directors may determine.

 

There are no age limit requirements pertaining to the retirement or non-retirement of directors and a director need not be a shareholder of the Company. At each annual general meeting of the Company, all the directors shall retire and the shareholders shall elect a Board of Directors consisting of the number of directors for the time being set pursuant the Company's Articles. A retiring director shall be eligible for re-election.

 

The remuneration of the directors may from time to time be determined by the directors or, if the directors shall so decide, by the shareholders. Such remuneration may be in addition to any salary or other remuneration paid to any officer or employee of the Company as such who is also a director. Directors shall be paid such reasonable travelling, hotel and other expenses as they incur in and about the business of the Company and if any director shall perform any professional or other services for the Company that in the opinion of the directors are outside the ordinary duties of a director or shall otherwise be specially occupied in or about the Company's business, he may be paid a remuneration to be fixed by the Board or, at the option of such director, by the Company in general meeting, and such remuneration may be either in addition to or in substitution for any other remuneration that he may be entitled to receive.

 

Subject to the Act, a director may hold any office or place of profit with the Company, other than the office of auditor with the Company, in conjunction with his office of director for such period and such terms as the directors may determine. No director or intended director shall be disqualified by his office from contracting with the Company. Subject to compliance with the Act, a director or his firm may act in a professional capacity for the Company, other than as auditor, and he or his firm shall be entitled to remuneration for professional services as if he were not a director.

 

Part 19 deals with indemnification and payment of expenses of directors and officers. Subject to the provisions of the Act, the directors shall cause the Company to indemnify and pay all eligible penalties and expenses of an eligible party and, where appropriate, the heirs and personal or other legal representatives of an eligible party in accordance with the provisions of the Act. Each director, alternate director and officer is deemed to have contracted with the Company on the terms of the indemnity contained in Article 19.1. The failure of a director, alternate director, or officer of the Company to comply with the provisions of the Act or these Articles shall not invalidate any indemnity to which he is entitled under this Part. The directors may cause the Company to purchase and maintain insurance for the benefit of eligible parties.

 

Part 9 deals with the Meeting of Shareholders. A notice convening a meeting specifying the place, day and hour of the meeting and, in the case of special business, the nature of that business shall be given to each shareholder entitled to attend the meeting, to each director, and to the auditor of the Company and to such other persons as are entitled by law to receive such notice. Notice shall be given as provided in the Act or in such other manner, if any, as may be prescribed by ordinary resolution. Shareholders may vote in person or by proxy.

 

The majority required for the passage of a special resolution or a special separate resolution shall be 2/3 of the votes cast on the resolution.

 

The rights, preferences and restrictions attaching to each class of the Company’s shares are as follows:

 

The authorized share structure of the Company consists of an unlimited number of common shares without par value and an unlimited number of Preferred Shares without par value.  Common shares are non-assessable. Holders of common stock are entitled to one vote for each share held of record on all matters to be acted upon by the shareholders.  Directors may from time to time declare and authorize payment of such dividends, if any, as they deem advisable and need not give notice of such declaration to any shareholder. Dividends are subject to the rights, if any, of shareholders holding shares with special rights as to dividends. No dividend shall be paid otherwise than out of funds and/or assets properly available for the payment of dividends and a declaration by the directors as the amount of such funds or assets available for dividends shall be conclusive.

 

The Company may by resolution of its directors make any changes to the authorized share structure as may be permitted under Section 54 of the Act, or in its name as may be permitted under Section 263 of the Act, and may by resolution of its directors make or authorize the making of any alterations to these Articles and the notice of articles as may be required by such changes. The Company may by ordinary resolution create or vary special rights and restrictions as provided in Section 58 of the Act. No alteration, as provided in Article 6.2, will be valid as to any part of the issued shares of any class unless the holders of all the issued shares of that class consent to the alteration in writing or consent by special separate resolution. The Company may alter its Articles by resolution of its directors and, if required by such alteration, may by resolution of its directors alter the Notice of Articles.

 

Subject to the provisions of the Act, the Company or the Directors on behalf of the Company, may pay a reasonable commission or allow a reasonable discount to any person in consideration of his purchasing or agreeing to purchase, whether absolutely or conditionally, any shares, debentures, share rights, warrants or debenture stock in the Company, or procuring or agreeing to procure purchasers, whether absolutely or conditionally, for any such shares, debentures, share rights, warrants or debenture stock. The Company may also pay such brokerage as may be lawful.

 

An annual general meeting shall be held once every calendar year at such time (not being more than 15 months after the annual reference date for the preceding calendar year) and place as may be determined by the Directors. The Directors may, as they see fit, convene an extraordinary general meeting. An extraordinary general meeting, if requisitioned in accordance with the Act, shall be convened by the Directors or, if not convened by the Directors, may be convened by the requisitionists as provided in the Act.

 

There are no limitations upon the rights to own securities.

 

There are no provisions that would have the effect of delaying, deferring, or preventing a change in control of the Company.

 

There is no special ownership threshold above which an ownership position must be disclosed.

 

A copy of the Company’s Articles has been filed as an exhibit to the Company’s 20-F Registration Statement.

 

Material Contracts

 

1.Under an agreement dated July 16, 2007 between the Company, Almaden Minerals Ltd., and Minera Gavilan, S.A. de C.V., the Company agreed to acquire a 100% interest in a group of 6 properties (MOR, Cabin Lake, Caribou Creek, Meister River, Tim and Goz Creek) located in Yukon, Canada, and Minera Gavilan, the holder of the Erika Property in Mexico. Consideration for the acquisition was 350,000 common shares of the Company at a price of $4.00 per share, plus acquisition costs of $115,945. The Company also granted Almaden a 2% NSR on all mineral products discovered on the Mineral Properties. Further, the Company agreed to issue an additional 50,000 common shares if the Company enters an agreement with an arms-length third party (the "Optionee") wherein the optinee can earn an interest in any of the properties acquired from Almaden (except the MOR Property) by expending a minimum of $500,000 on exploration to earn its interest; and if optionee has incurred exploration expenditures of $200,000 prior to July 16, 2009; and there is a further commitment to expend a minimum of $100,000 on a work program on the property. A copy of this agreement has been filed as an exhibit to the Company’s Form 20-F Registration Statement. 

 

2.Under an agreement dated May 30, 2008 between, the Company, Almaden Minerals Ltd., and Republic Resources Ltd., the Company agreed to acquire a 100% interest in the Prospector Mountain property in the Yukon from Almaden and Republic for the issuance of 10,000 common shares of the Company and the cash payment of $30,000. Almaden will also retain a 2% NSR over any minerals produced from the property. The Company may purchase 1/2 of the NSR at any time after production commences for fair value as determined by an independent valuator. The Company also agreed to issue Almaden an additional 50,000 common shares upon receipt of a positive bankable feasibility study for the property. A copy of this agreement has been filed as an exhibit to the Company’s Form 20-F Registration Statement. 

 

3.Under a sale and purchase agreement between the Company and Almaden Minerals Ltd. dated June 10, 2013, the Company agreed to acquire seven mineral exploration properties from Almaden in exchange for 400,000 common shares of the Company. A copy of this agreement has been filed as an exhibit to the Company’s Form 20-F Registration Statement. 

 

4.Under a Financial and Administrative Services agreement between the Company and Pacific Opportunity Capital Ltd. dated July 25, 2007, Pacific Opportunity Capital agrees to provide administrative and financial services to the Company. A copy of this agreement has been filed as an exhibit to the Company’s Form 20-F Registration Statement. 

 

5.Under an executive employment contract effective January 1, 2013 between the Company and Marc Blythe, Mr. Blythe agreed to serve as President and Chief Executive Officer of the Company. Mr. Blythe’s annual base salary will be $175,000 with an indefinite term unless terminated in accordance with the provisions of the agreement.  A copy of this agreement has been filed as an exhibit to the Company’s Form 20-F Registration Statement. 

 

6.Arrangement Agreement between the Company and Estrella Gold Corporation for the acquisition of Estrella by the Company dated February 6, 2015. A copy of this agreement has been filed as an exhibit to the Company’s Form 6-K filed March 2, 2015. 

 

7.Amendment to the Arrangement Agreement between the Company and Estrella Gold Corporation dated March 12, 2015. A copy of this agreement has been filed as an exhibit to the Company’s Form 6-K filed May 21, 2015. 

 

EXCHANGE CONTROLS AND OTHER LIMITATIONS AFFECTING SECURITY HOLDERS

 

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 Company's securities, except as discussed in ITEM 10 “Taxation" below.

 

Restrictions on Share Ownership by Non-Canadians:  There are no limitations under the laws of Canada or in the organizing documents of Silver North on the right of foreigners to hold or vote securities of Silver North, 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.

 

TAXATION

 

The following summary of the material Canadian federal income tax consequences are stated in general terms and are not intended to be advice to any particular shareholder. Each prospective investor is urged to consult his or her own tax advisor regarding the tax consequences of his or her purchase, ownership and disposition of shares of Common Stock. The tax consequences to any particular holder of common stock will vary according to the status of that holder as an individual, trust, corporation or member of a partnership, the jurisdiction in which that holder is subject to taxation, the place where that holder is resident and, generally, according to that holder’s particular circumstances.  

 

This summary is applicable only to holders who are resident in the United States, have never been resident in Canada, deal at arm’s length with the Company, hold their common stock as capital property and who will not use or hold the common stock in carrying on business in Canada.  Special rules, which are not discussed in this summary, may apply to a United States holder that is an issuer that carries on business in Canada and elsewhere.

 

This summary is based upon the provisions of the Income Tax Act of Canada and the regulations thereunder (collectively, the "Tax Act" or “ITA”) and the Canada-United States Tax Convention (the “Tax Convention”) as at the date of the Annual Report and the current administrative practices of Canada Customs and Revenue Agency.  This summary does not take into account provincial income tax consequences.

 

Management urges each holder to consult his own tax advisor with respect to the income tax consequences applicable to him in his own particular circumstances.

 

CANADIAN INCOME TAX CONSEQUENCES

 

Disposition of Common Stock

 

The summary below is restricted to the case of a holder (a “Holder”) of one or more common shares (“Common Shares”) who for the purposes of the Tax Act is a non-resident of Canada, holds his Common Shares as capital property and deals at arm’s length with the Company.

 

Dividends

 

A Holder will be subject to Canadian withholding tax (“Part XIII Tax”) equal to 25%, or such lower rates as may be available under an applicable tax treaty, of the gross amount of any dividend paid or deemed to be paid on his Common Shares. Under the Tax Convention, the rate of Part XIII Tax applicable to a dividend on Common Shares paid to a Holder who is a resident of the United States is, if the Holder is a company that beneficially owns at least 10% of the voting stock of the Company, 5% and, in any other case, 15% of the gross amount of the dividend. The Company will be required to withhold the applicable amount of Part XIII Tax from each dividend so paid and remit the withheld amount directly to the Receiver General for Canada for the account of the Holder.

 

Disposition of Common Shares

 

A Holder who disposes of Common Shares, including by deemed disposition on death, will not be subject to Canadian tax on any capital gain thereby realized unless the common Share constituted “taxable Canadian property” as defined by the Tax Act. Generally, a common share of a public corporation will not constitute taxable Canadian property of a Holder unless he held the common share as capital property used by him carrying on a business in Canada, or he or persons with whom he did not deal at arm’s length alone or together held or held options to acquire, at any time within the 60 months preceding the disposition, 25% or more of the issued shares of any class of the capital stock of the Company.

 

A Holder who is a resident of the United States and realizes a capital gain on disposition of Common Shares that was taxable Canadian property will nevertheless, by virtue of the Treaty, generally be exempt from Canadian tax thereon unless (a) more than 50% of the value of the Common Shares is derived from, or from an interest in, Canadian real estate, including Canadian mineral resources properties, (b) the Common Shares formed part of the business property of a permanent establishment that the Holder has or had in Canada within the 12 months preceding disposition, or (c) the Holder (i) was a resident of Canada at any time within the ten years immediately preceding the disposition, and for a total of 120 months during any period of 20 consecutive years, preceding the disposition, and (ii) owned the Common Shares when he ceased to be resident in Canada.

 

A Holder who is subject to Canadian tax in respect of a capital gain realized on disposition of Common Shares must include one half of the capital gain (“taxable capital gain”) in computing his taxable income earned in Canada. The Holder may, subject to certain limitations, deduct one half of any capital loss (“allowable capital loss”) arising on disposition of taxable Canadian property from taxable capital gains realized in the year of disposition in respect to taxable Canadian property and, to the extent not so deductible, from such taxable capital gains of any of the three preceding years or any subsequent year.

 

UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

 

The following is a discussion of material United States Federal income tax consequences, under the law, generally applicable to a U.S. Holder (as defined below) of common shares of the Company. This discussion does not cover any state, local or foreign tax consequences.

 

The following discussion is based upon the sections of the Internal Revenue Code of 1986, as amended (“the Code”), Treasury Regulations, published Internal Revenue Service (“IRS) rulings, published administrative positions of the IRS and court decisions that are currently applicable, any or all of which could be materially and adversely changed, possible on a retroactive basis, at any time.  In addition, the discussion does not consider the potential effects, both adverse and beneficial, or recently proposed legislation which, if enacted, could be applied, possibly on a retroactive basis, at any time. The discussion is for general information only and it is not intended to be, nor should it be construed to be, legal or tax advice to any holder or prospective holder of common shares of the Company. Each holder and prospective holder of common shares of the Company is advised to consult their own tax advisors about the federal, state, local, and foreign tax consequences of purchasing, owning and disposing of common shares of the Company applicable to their own particular circumstances.

 

U.S. Holders

 

As used herein, a (“U.S. Holder”) includes a holder of common shares of the Company who is a citizen or resident of the United States, a corporation created or organized in or under the laws of the United States or of any political subdivision thereof, an estate whose income is taxable in the United States irrespective of source or a trust subject to the primary supervision of a court within the United States and control of a United States fiduciary as described in Section 7701(a)(30) of the Code. This summary does not address the tax consequences to, and U.S. Holder does not include, persons subject to special provisions of Federal income tax law, such as tax-exempt organizations, qualified retirement plans, financial institutions, insurance companies, real estate investment trusts, regulated investment companies, broker-dealers, non-resident alien individuals, persons or entities that have a “functional currency” other than the U.S. dollar, shareholders who hold common shares as part of a straddle, hedging or conversion transaction, and shareholders who acquired their common shares through the exercise of employee stock options or otherwise as compensation for services.

 

This summary is limited to U.S. Holders who own common shares as capital assets. This summary does not address the consequences to a person or entity holding an interest in a shareholder or the consequences to a person of the ownership, exercise or disposition of any options, warrants or other rights to acquire common shares.

 

Distribution on Common Shares of the Company

 

U.S. Holders receiving dividend distributions (including constructive dividends) with respect to common shares of the Company are required to include in gross income for United States Federal income tax purposes the gross amount of such distributions equal to the U.S. dollar value of such distributions on the date of receipt (based on the exchange rate on such date), to the extent that the Company has current or accumulated earnings and profits, without reduction for any Canadian income tax withheld from such distributions.  Such Canadian tax withheld may be credited, subject to certain limitations, against the U.S. Holder’s United States Federal Income tax liability or, alternatively, individuals may be deducted in computing the U.S. Holder’s United States Federal taxable income by those individuals who itemize deductions.  (See more detailed discussion at “Foreign Tax Credit” below).  To the extent that distributions exceed current or accumulated earnings and profits of the Company, they will be treated first as a return of capital up to the U.S. Holder’s adjusted basis in the common shares and thereafter as gain from the sale or exchange of the common shares. Dividend income will be taxed at marginal tax rates applicable to ordinary income while preferential tax rates for long-term capital gains are applicable to a U.S. Holder which is an individual, estate or trust.  There are currently no preferential tax rates for long-term capital gains for a U.S. Holder which is a corporation.

 

In the case of foreign currency received as a dividend that is not converted by the recipient into U.S. dollars on the date of receipt, a U.S. Holder will have a tax basis in the foreign currency equal to its U.S. dollar value on the date of receipt. Generally, any gain or loss recognized upon a subsequent sale of other disposition of the foreign currency, including the exchange for U.S. dollars, will be ordinary income or loss.

 

Dividends paid on the common shares of the Company will not generally be eligible for the dividends received deduction provided to corporations receiving dividends from certain United States corporations.  A U.S. Holder which is a corporation may, under certain circumstances, be entitled to a 70% deduction of the United States source portion of dividends received from the Company (unless the Company qualifies as a “foreign personal holding company” or a “passive foreign investment company”, as defined below) if such U.S. Holder owns shares representing at least 10% of the voting power and value of the Company.  The availability of this deduction is subject to several complex limitations which are beyond the scope of this discussion.

 

Under current Treasury Regulations, dividends paid on the Company’s common shares, if any, generally will not be subject to information reporting and generally will not be subject to U.S. backup withholding tax. However, dividends and the proceeds from a sale of the Company’s common shares paid in the U.S. through a U.S. or U.S. related paying agent (including a broker) will be subject to U.S. information reporting requirements and may also be subject to the 31% U.S. backup withholding tax, unless the paying agent is furnished with a duly completed and signed Form W-9. Any amounts withheld under the U.S. backup withholding tax rules will be allowed as a refund or a credit against the U.S. Holder’s U.S. federal income tax liability, provided the required information is furnished to the IRS.

 

Foreign Tax Credit

 

For individuals whose entire income from sources outside the United States consists of qualified passive income, the total amount of creditable foreign taxes paid or accrued during the taxable year does not exceed $300 ($600 in the case of a joint return) and an election is made under section 904(j), the limitation on credit does not apply.

 

A U.S. Holder who pays (or has withheld from distributions) Canadian income tax with respect to the ownership of common shares of the Company may be entitled, at the option of the U.S. Holder, to either a deduction or a tax credit for such foreign tax paid or withheld.  Generally, it will be more advantageous to claim a credit because a credit reduces United States Federal income taxes on a dollar-for-dollar basis, while a deduction merely reduces the taxpayer’s income subject to tax.  

 

This election is made on a year-by-year basis and applies to all foreign income taxes (or taxes in lieu of income tax) paid by (or withheld from) the U.S. Holder during the year.  There are significant and complex limitations which apply to the credit, among which is the general limitation that the credit cannot exceed the proportionate share of the U.S. Holder’s United States income tax liability that the U.S. Holder’s foreign source income bears to his/her or its worldwide taxable income in the determination of the application of this limitation. The various items of income and deduction must be classified into foreign and domestic sources. Complex rules govern this classification process.  In addition, this limitation is calculated separately with respect to specific classes of income such as “passive income”, “high withholding tax interest”, “financial services income”, “shipping income”, and certain other classifications of income. Dividends distributed by the Company will generally constitute “passive income” or, in the case of certain U.S. Holders, “financial services income” for these purposes.  The availability of the foreign tax credit and the application of the limitations on the credit are fact specific and management urges holders and prospective holders of common shares of the Company to consult their own tax advisors regarding their individual circumstances.

 

Disposition of Common Shares of the Company

 

A U.S. Holder will recognize gain or loss upon the sale of common shares of the Company equal to the difference, if any, between (I) the amount of cash plus the fair market value of any property received, and (ii) the shareholder’s tax basis in the common shares of the Company.  Preferential tax rates apply to long-term capital gains of U.S. Holders, which are individuals, estates or trusts. This gain or loss will be capital gain or loss if the common shares are capital assets in the hands of the U.S. Holder, which will be a short-term or long-term capital gain or loss depending upon the holding period of the U.S. Holder.  Gains and losses are netted and combined according to special rules in arriving at the overall capital gain or loss for a particular tax year.  Deductions for net capital losses are subject to significant limitations.  For U.S. Holders, which are not corporations, any unused portion of such net capital loss may be carried over to be used in later tax years until such net capital loss is thereby exhausted, but individuals may not carry back capital losses. For U.S. Holders, which are corporations (other than corporations subject to Subchapter S of the Code), an unused net capital loss may be carried back three years from the loss year and carried forward five years from the loss year to be offset against capital gains until such net capital loss is thereby exhausted.

 

Other Considerations

 

In the following circumstances, the above sections of the discussion may not describe the United States Federal income tax consequences resulting from the holding and disposition of common shares of the Company.

 

Foreign Personal Holding Company

 

If at any time during a taxable year more than 50% of the total combined voting power or the total value of the Company’s outstanding shares is owned, actually or constructively, by five or fewer individuals who are citizens or residents of the United States and 60% (50% after the first tax year) or more of the Company’s gross income for such year was derived from certain passive sources (e.g. from interest income received from its subsidiaries), the Company would be treated as a “foreign personal holding company.”  In that event, U.S. Holders that hold common shares of the Company would be required to include in gross income for such year their allocable portions of such passive income to the extent the Company does not actually distribute such income.

 

The Company does not believe that it currently has the status of a “foreign personal holding company”. However, there can be no assurance that the Company will not be considered a foreign personal holding company for the current or any future taxable year.

 

Foreign Investment Company

 

If 50% or more of the combined voting power or total value of the Company’s outstanding shares are held, actually or constructively, by citizens or residents of the United States, United States domestic partnerships or corporations, or estates or trusts other than foreign estates or trusts (as defined by the Code Section 7701(a)(31), and the Company is found to be engaged primarily in the business of investing, reinvesting, or trading in securities, commodities, or any interest therein, it is possible that the Company might be treated as a “foreign investment company” as defined in Section 1246 of the Code, causing all or part of any gain realized by a U.S. Holder selling or exchanging common shares of the Company to be treated as ordinary income rather than capital gains.

 

Passive Foreign Investment Company

 

As a foreign corporation with U.S. Holders, the Company could potentially be treated as a passive foreign investment company (“PFIC”), as defined in Section 1297 of the Code, depending upon the percentage of the Company’s income which is passive, or the percentage of the Company’s assets which is held for the purpose of producing passive income. Passive income is considered to be income resulting from certain sources, including dividends, interest, royalties, rents, and annuities.

 

The rule governing PFICs can have significant tax effects on U.S. shareholders of foreign corporations who are subject to U.S. Federal income taxation under alternative methods at the election of each such U.S. shareholder.  As a PFIC, each U.S. shareholder’s income or gain, with respect to a disposition or deemed disposition of the PFIC’s shares or a distribution payable on such shares will generally be subject to tax at the highest marginal rates applicable to ordinary income and certain interest charges, unless the U.S. shareholder has timely made a “qualified electing fund” election or a “mark-to-market” election for those shares.

 

A U.S. shareholder who elects to treat the PFIC as a Qualified Electing Fund ("QEF"), as defined in the Code, (an "Electing U.S. Holder") will be required to currently include in his income, for any taxable year in which the corporation qualifies as a PFIC, his pro-rata share of the corporation's (i) "net capital gain" (the excess of net long-term capital gain over net short-term capital loss), which will be taxed as long-term capital gain to the Electing U.S. Holder, and (ii) "ordinary earnings" (the excess of earnings and profits over net capital gain), which will be taxed as ordinary income to the Electing U.S. Holder, in each case, for the U.S. Holder's taxable year in which (or with which) the corporation’s taxable year ends, regardless of whether such amounts are actually distributed. A QEF election also allows the Electing U.S. Holder to generally treat any gain realized on the disposition of his common shares (or deemed to be realized on the pledge of his common shares) as capital gain; treat his share of the corporation's net capital gain, if any, as long-term capital gain instead of ordinary income, and either avoid interest charges resulting from PFIC status altogether, or make an annual election, subject to certain limitations, to defer payment of current taxes on his share of the corporation's annual realized net capital gain and ordinary earnings.

 

The procedure a U.S. Holder must comply with in making a timely QEF election will depend on whether the year of the election is the first year in the U.S. Holder's holding period in which the corporation is a PFIC. If the U.S. shareholder makes a QEF election in such first year, then the U.S. shareholder may make the QEF election by simply filing the appropriate documents at the time the U.S. Holder files a tax return for such first year. If, however, the corporation qualified as a PFIC in a prior year during the U.S. shareholder’s holding period, then the U.S. shareholder may make a retroactive QEF election, provided he has preserved his right to do so under the protective statement regime or he obtains IRS permission.

 

If a U.S. shareholder has not made a QEF Election at any time (a "Non-electing U.S. Holder"), then special taxation rules under Section 1291 of the Code will apply to gains realized on the disposition (or deemed to be realized by reason of a pledge) of his common shares, and certain "excess distributions" by the corporation. An excess distribution is a current year distribution received by the U.S. shareholder on PFIC stock to the extent that the distribution exceeds its ratable portion of 125% of the average amount received by the U.S. shareholder during the preceding three years.

 

A Non-electing U.S. shareholder generally would be required to pro-rate all gains realized on the disposition of his common shares and all excess distributions over the entire holding period for the common shares. All gains or excess distributions allocated to prior years of the U.S. shareholder (other than years prior to the first taxable year of the corporation during such U.S. Holder's holding period and beginning after January 1, 1987 for which it was a PFIC) would be taxed at the highest marginal tax rate for each such prior year applicable to ordinary income. The Non-electing U.S. shareholder also would be liable for interest on the foregoing tax liability for each such prior year calculated as if such liability had been due with respect to each such prior year. A Non-electing non-corporate U.S. shareholder must treat this interest charge as "personal interest" which is wholly non-deductible. The balance of the gain or the excess distribution will be treated as ordinary income in the year of the disposition or distribution, and no interest charge will be incurred with respect to such balance.

 

Under the Foreign Account Tax Compliance Act (FATCA) as included in the Hiring Incentives to Restore Employment Act of 2010, the prior 3-year statute of limitations on omissions of undisclosed foreign financial assets has been extended to 6-years and includes annual reports to be filed by a PFIC and the QEF election.

 

If a corporation is a PFIC for any taxable year during which a Non-electing U.S. shareholder holds common shares, then the corporation will continue to be treated as a PFIC with respect to such common shares, even if it is no longer by definition a PFIC. A Non-electing U.S. shareholder may terminate this deemed PFIC status by electing to recognize a gain, which will be taxed under the rules for Non-Electing U.S. Holders, as if such common shares had been sold on the last day of the last taxable year for which it was a PFIC. If the corporation no longer qualifies as a PFIC in a subsequent year, then normal Code rules and not the PFIC rules will apply with respect to a U.S. shareholder who has made a QEF election.

 

In certain circumstances, a U.S. Holder of stock in a PFIC can make a “qualified electing fund election” to mitigate some of the adverse tax consequences of holding stock in a PFIC by including in income its share of the corporation’s income on a current basis. However, we do not currently intend to prepare or provide the information that would enable you to make a qualified electing fund election. Management urges US persons to consult with their own tax advisors with regards to the impact of these rules.  

 

The Company does not expect to be considered a PFIC.

 

Controlled Foreign Corporation

 

A Controlled Foreign Corporation (CFC) is a foreign corporation more than 50% of whose stock by vote or value is, on any day in the corporation’s tax year, owned (directly or indirectly) by U.S. Shareholders. If more than 50% of the voting power of all classes of stock entitled to vote is owned, actually or constructively, by citizens or residents of the United States, United States domestic partnerships and corporations or estates or trusts other than foreign estates or trusts, each of whom own actually or constructively 10% or more of the total combined voting power of all classes of stock of the Company could be treated as a “controlled foreign corporation” under Subpart F of the Code.  This classification would affect many complex results, one of which is the inclusion of certain income of a CFC, which is subject to current U.S. tax. The United States generally taxes United States Shareholders of a CFC currently on their pro rata shares of the Subpart F income of the CFC. Such United States Shareholders are generally treated as having received a current distribution out of the CFC’s Subpart F income and are also subject to current U.S. tax on their pro rata shares of the CFC’s earnings invested in U.S. property. The foreign tax credit described above may reduce the U.S. tax on these amounts.

 

In addition, under Section 1248 of the Code, gain from the sale or exchange of shares by a U.S. Holder of common shares of the Corporation which is or was a United States Shareholder at any time during the five-year period ending with the sale or exchange is treated as ordinary income to the extent of earnings and profits of the Company (accumulated in corporate tax years beginning after 1962, but only while the shares were held and while the Company was “controlled”) attributable to the shares sold or exchanged. If a foreign corporation is both a PFIC and a CFC, the foreign corporation generally will not be treated as a PFIC with respect to the United States Shareholders of the CFC. This rule generally will be effective for taxable years of United States Shareholders beginning after 1997 and for taxable years of foreign corporations ending with or within such taxable years of United States Shareholders. The PFIC provisions continue to apply in the case of PFIC that is also a CFC with respect to the U.S. Holders that are less than 10% shareholders. Because of the complexity of Subpart F, a more detailed review of these rules is outside of the scope of this discussion.

 

The amount of any backup withholding will not constitute additional tax and will be allowed as a credit against the U.S. Holder’s federal income tax liability.

 

Filing of Information Returns.  Under a number of circumstances, United States Investor acquiring shares of the Company may be required to file an information return with the Internal Revenue Service Center where they are required to file their tax returns with a duplicate copy to the Internal Revenue Service Center, Philadelphia, PA 19255. In particular, any United States Investor who becomes the owner, directly or indirectly, of 10% or more of the shares of the Company will be required to file such a return. Other filing requirements may apply, and management urges United States Investors to consult their own tax advisors concerning these requirements.

 

Statement by Experts

 

The Company’s auditor for its financial statements for the fiscal year ended September 30, 2023 is DeVisser Gray LLP, Registered Chartered Professional Accountants. Their auditors’ report is included with the related financial statements.

 

Documents on Display

 

All documents incorporated in this 20-F Annual Report may be viewed at the Company’s Executive Office located at 410 – 325 Howe Street, Vancouver, British Columbia, Canada.

 

 

Item 11.  Disclosures about Market Risk

 

The Company competes with other resource companies for exploration properties and possible joint venture agreements.  There is a risk that this competition could increase the difficulty of concluding a negotiation on terms that the Company considers acceptable.

 

The Company may from time to time own available-for-sale marketable securities of other companies in the mineral resource sector. The price of these securities may be affected by many factors, including the pricing and demand of commodities, and the activities and success of the invested company. Management mitigates the risk by monitoring the trading value of the securities on a regular basis.

 

The Company has mineral exploration properties located in the United States which makes its operations subject to foreign currency risk. Significant changes in the currency exchange rates between the Canadian dollar relative to the US dollar could have an effect on the Company’s results of operations, cash flows, and financial condition. The Company has not hedged its exposure to currency fluctuations.

 

Item 12.  Description of Other Securities

 

Not Applicable


11


 

Part II

 

Item 13.  Defaults, Dividend Arrearages and Delinquencies

 

Not Applicable

 

Item 14.  Modifications of Rights of Securities Holders and Use of Proceeds

 

Not Applicable

 

Item 15.  Controls and Procedures

 

Disclosure Controls and Procedures

The Company’s management is responsible for establishing and maintaining disclosure controls and procedures to provide reasonable assurance that material information related to the Company, including its consolidated subsidiaries, is made known to senior management, including Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”), by others within those entities on a timely basis so that appropriate decisions can be made regarding public disclosure.

 

We carried out an evaluation, under the supervision and with the participation of our management, including our Principal Executive Officer and our Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)) under the Securities and Exchange Act of 1934, as amended) as of September 30, 2023. The Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures as of September 30, 2023, were effective to give reasonable assurance that the information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to management, including the Chief Executive Office and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

 

Management’s Annual Report on Internal Control over Financial Reporting

The Company’s management is responsible for designing, establishing and maintaining a system of internal controls over financial reporting (as defined in Exchange Act Rule 13a-15(f)) to provide reasonable assurance that the financial information prepared by the Company for external purposes is reliable and has been recorded, processed and reported in an accurate and timely manner in accordance with IFRS.  The Board of Directors is responsible for ensuring that management fulfills its responsibilities. The Audit Committee fulfills its role of ensuring the integrity of the reported information through its review of the interim and annual financial statements. Management reviewed the results of their assessment with the Company’s Audit Committee.

 

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

 

To evaluate the effectiveness of the Company’s internal control over financial reporting, Management has used the Internal Control - Integrated Framework (2013), which is a suitable, recognized control framework established by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).  Management has assessed the effectiveness of the Company’s internal control over financial reporting and concluded that such internal control over financial reporting is effective as of September 30, 2023.

 

Limitations on the Effectiveness of Controls

The Company's management, including the CEO and CFO, does not expect that our Disclosure Controls or our Internal Controls will prevent all error and all fraud.  A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.  Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.  Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, 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. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control.  The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed achieving its stated goals under all potential future conditions; over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

 

Attestation Report of the Registered Accounting Firm.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to the rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Form 20-F Annual Report.

 

Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

 

Item 16.  Reserved

 

Item 16A.  Audit Committee Financial Expert

 

The Company does not have an “audit committee financial expert” serving on its audit committee.  The Company’s Audit Committee consists of three directors, two of which are considered to be independent directors, all of whom are both financially literate and very knowledgeable about the Company’s affairs. Because the Company’s structure and operations are straightforward, the Company does not find it necessary at the current time to nominate a member as its financial expert.

 

Item 16B.  Code of Ethics

 

The Company not adopted a formal written Code of Business Conduct and Ethics. The current limited size of the Company’s operations, and the small number of officers and consultants, allow the Board of Directors to monitor on an ongoing basis the activities of management and to ensure that the highest standard of ethical conduct is maintained. As the Company grows in size and scope, the Board anticipates that it will formulate and implement a formal Code of Business Conduct and Ethics.

 

Item 16C.  Principal Accountant Fees and Services

 

The Audit Committee is directly responsible for the appointment, compensation and oversight of auditors; the audit committee has in place procedures for receiving complaints and concerns about accounting and auditing matters; and has the authority and the funding to engage independent counsel and other outside advisors.

 

In accordance with the requirements of the US Sarbanes-Oxley Act of 2002 and rules issued by the Securities and Exchange Commission, the Company’s Audit Committee Charter includes a procedure for the review and pre-approval of any services performed by the Company's auditor, including audit services, audit related services, tax services and other services.  The procedure requires that all proposed engagements of the auditor for audit and permitted non-audit services are submitted to the finance and audit committee for approval prior to the beginning of any such services.

 

Fees, including reimbursements for expenses, for professional services rendered by DeVisser Gray LLP for fiscal 2023 and 2022 ended September 30th are included in the following table.

 

Table No. 13

Principal Account Fees and Services

 

 

Type of Service

Fiscal Year

2023

Fiscal Year

2022

 

 

 

Audit Fees

$   20,500

$    20,500

Audit Related Fees

Nil

Nil

Tax Fees

Nil

Nil

All Other Fees

Nil

Nil

Total

$   20,500

$    20,500

 

Item 16D.  Exemptions from Listing Standards for Audit Committees

 

Not Applicable

 

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

 

Not Applicable

 

Item 16F.  Change in Registrant’s Certifying Accountant

 

Not Applicable

 

Item 16G.  Corporate Governance

 

Not Applicable

 

Item 16H.  Mine Safety Disclosure

 

Not Applicable


12


 

 

Part III

 

Item 17.  Financial Statements

 

Not applicable

 

Item 18.  Financial Statements

 

The Company's financial statements are stated in Canadian Dollars (CDN$) and are prepared in accordance with International Financial Reporting Standards.

 

The financial statements as required under ITEM #18 are attached hereto and found immediately following the text of this Annual Report.  The auditors’ report of DeVisser Gray LLP, Chartered Professional Accountants, is included herein immediately preceding the financial statements.

 

Item 19.  Exhibits

 

(A1)  The financial statements thereto as required under ITEM #18 are attached hereto and found immediately following the text of this Annual Report.  The auditors’ report of DeVisser Gray LLP, Chartered Professional Accountants, for the audited financial statements is included herein immediately preceding the audited financial statements.

 

Audited Financial Statements

 

Independent Auditors’ Report of DeVisser Gray LLP, dated January 29, 2024.

 

Consolidated Statements of Financial Position at September 30, 2023 and 2022.

 

Consolidated Statements of Comprehensive Loss for the years ended September 30, 2023, September 30, 2022, and September 30, 2021.

 

Consolidated Statements of Cash Flows for the years ended September 30, 2023, September 30, 2022, and September 30, 2021.

 

Consolidated Statement of Changes in Shareholders' Equity for the years ended September 30, 2023, September 30, 2022, and September 30, 2021.

 

Notes to Financial Statements


13


 

 

(B)  Index to Exhibits:

                                            

Certificate of Incorporation, Certificates of Name Change, Articles of Incorporation, Articles of Amalgamation and By-Laws:

 

Certificate of Incorporation Amendment dated December 20, 2005 *

Articles and Bylaws (Alberta) *

Certificate of Continuance (British Columbia) dated June 2, 2008 *

Notice of Articles dated December 2, 2008 *

Certificate of Name Change dated June 17, 2009 *

Articles and Bylaws effective June 17, 2009 *

Notice of Articles dated June 23, 2010 *

Certificate of Change of Name dated August 14, 2023

 

Instruments defining the rights of holders of the securities being registered

***See Exhibit Number 1***

       

Voting Trust Agreements - N/A

 

Material Contracts

Agreement between the Company, Almaden Minerals and Minera Gavilan, S.A. de C.V. for the acquisition of the MOR, Cabin Lake, Caribou Creek, Meister River, Tim, Goz Creek and Erika properties dated July 16, 2007. *

Agreement between the Company, Almaden Minerals Ltd and Republic Resources Ltd. for the acquisition of the Prospector Mountain property dated May 30, 2008. *

Sale and purchase agreement between the Company and Almaden Minerals Ltd. dated June 10, 2013. *

Financial and administrative services agreement between the Company and Pacific Opportunity Capital Ltd. dated July 25, 2007. *

Executive employment contract effective January 1, 2013 between the Company and Marc Blythe. *

Arrangement Agreement between the Company and Estrella Gold Corporation for the acquisition of Estrella by the Company dated February 6, 2015. **

Amendment to the Arrangement Agreement between the Company and Estrella Gold Corporation dated March 12, 2015. ***

 

List of Foreign Patents - N/A

Calculation of earnings per share - N/A

Explanation of calculation of ratios - N/A

List of Subsidiaries

Statement pursuant to the instructions to Item 8.A.4, regarding the financial statements filed in registration statements for initial public offerings of securities – N/A

 

Other Documents

 

Consent of Davidson & Company LLP, Chartered Professional Accountants, dated July 23, 2014. *

Copy of Stock Option Plan *

Copy of Management Information Circular for the Annual General Meeting of Shareholders dated January 24, 2014. *

Form of Proxy for the Annual General Meeting of Shareholders held on February 28, 2014. *

Notification of Change of Fiscal Year End dated May 19, 2011. *

 

12.1Certification of CEO Pursuant to Securities Exchange Act, Rules 13a-14 and 15d-14 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 

12.2Certification of CFO Pursuant to Securities Exchange Act, Rules 13a-14 and 15d-14 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 

13.1Certification of CEO Pursuant to the Sarbanes-Oxley Act, 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 

13.2Certification of CFO Pursuant to the Sarbanes-Oxley Act, 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 

 

* Previously filed as exhibits to the Company’s Form 20-F Registration Statement 

** Previously filed as an exhibit to the Company’s Form 6-K filed March 2, 2015. 

*** Previously filed as an exhibit to the Company’s Form 6-K filed May 21, 2015. 


14


 

 

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SILVER NORTH RESOURCES LTD.

(formerly known as Alianza Minerals Ltd.)

 

Consolidated Financial Statements

 

For the years ended September 30, 2023, 2022 and 2021

 

 

 

 

 

 

 

 

 

 

325 Howe Street, Suite 410, Vancouver B.C. V6C 1Z7, Canada, TSXV: SNAG; Tel: 604-687-3520


15


 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Shareholders and the Board of Directors of Silver North Resources Ltd. (formerly Alianza Minerals Ltd.),

 

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated financial statements of Silver North Resources Ltd. (formerly Alianza Minerals Ltd.) (“the Company”), which comprise the consolidated statements of financial position as at September 30, 2023 and 2022 and the consolidated statements of comprehensive loss, changes in shareholders’ equity and cash flows for each of the years in the three-year period ended September 30, 2023, and a summary of significant accounting policies and other explanatory information (collectively referred to as the “financial statements”).  

 

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as at September 30, 2023 and 2022 and its financial performance and its cash flows for each of the years in the three-year period ended September 30, 2023, in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.

 

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, as that concept is defined at Note 1 to the financial statements. Without modifying our opinion, we draw attention to that disclosure, which also indicates that there is a material uncertainty that casts significant doubt about the going concern assumption. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Going concern uncertainty is further discussed below as a critical audit matter.

 

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with 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 audit to obtain reasonable assurance whether the financial statements are free of material misstatement, whether due to fraud or error. The Company is not required to have, nor were we engaged to perform, an audit of 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 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 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 financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which it relates.

 

Exploration and Evaluation Assets – Assessment of Whether Indicators of Impairment Exist

As described in Note 5 to the financial statements, the Company holds the rights to several exploration stage exploration and evaluation assets, which are the Company’s primary non-current assets. Note 3 to the financial statements explains that the Company capitalizes acquisition and exploration costs incurred in acquiring these exploration and evaluation assets, net of any recoveries received. At the end of each reporting period, the carrying amounts of the Company’s exploration and evaluation assets are reviewed under IFRS 6 – Exploration and Evaluation of Mineral Resources to determine whether there is any indication that these assets are impaired.

 

Management considered the following factors to determine whether or not an indicator of impairment exists: (i) whether the period for which the Company has the right to explore its projects has expired or will expire in the near future; (ii) whether further exploration on its project(s) is neither budgeted nor planned; (iii) whether exploration activities to date have led to the discovery of commercially viable quantities of mineral resources; and (iv) whether there is sufficient data that indicates the carrying amount of the Company’s exploration and evaluation assets are unlikely to be recovered in full from successful development and/or sale. Of the factors that must be considered, the judgments associated with the Company’s ability and options to develop its projects and the impact of the Company’s market capitalization relative to the carrying value of its net assets are the most subjective. Auditing these judgments required a high degree of subjectivity in applying audit procedures and in evaluating the results of those procedures. This resulted in an increased extent of audit effort.

 

The principal considerations for our determination that the assessment of potential impairment is a critical audit matter are: (i) materiality of the aggregate amounts involved in respect to quantum; (ii) the degree of judgment required by management when assessing the recoverability of deferred acquisition costs; and (iii) the required extent of auditor judgment, subjectivity, and effort in performing procedures to evaluate management’s assessment.

 

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements. These procedures also included, among others, (i) testing management’s process for determining whether an indicator of impairment exists; (ii) testing the completeness and accuracy of underlying data used in management’s assessment and evaluating the reasonableness of the significant estimates and assumptions used by management; and (iii) considering whether the financial statements fairly disclose the inherent uncertainties applicable to the recoverability of deferred exploration and evaluation asset costs.

 

Going Concern

The principal considerations for our determination that the going concern uncertainty was a critical audit matter were: (i) that the formal reporting of such uncertainty involves a significant disclosure, the absence of which could constitute a material misstatement to a financial statement reader and, (ii) that, at the same time, it involves on our part the use of a high level of subjective judgement as we are required to consider the possible impact of future events that cannot currently be known and which typically cannot be directly linked to any particular current or future financial results and reporting, or the lack thereof.   

 

Addressing this matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements. These procedures also included, among others, (i) obtaining and evaluating management’s assessment of the Company’s ability to remain a going concern;  (ii) determining based on all other evidence available to us whether management’s assessment appeared to be fair and reasonable in the circumstances and, (iii) considering whether the resultant disclosure of these matters herein was consistent with the foregoing, in the context of the Company’s overall business activities, objectives and financial history.

 

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De Visser Gray LLP

CHARTERED PROFESSIONAL ACCOUNTANTS (PCOAB ID 1054)

Vancouver, Canada

January 29, 2024

 

We have served as the Company’s auditor since 2015.


16


 

SILVER NORTH RESOURCES LTD.

(Formerly Alianza Minerals Ltd.)

Expressed in Canadian Dollars, unless otherwise stated

 

CONTENTS

 

 

 


17


 

SILVER NORTH RESOURCES LTD.

(Formerly Alianza Minerals Ltd.)

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(Presented in Canadian Dollars)

 

 

September 30,

September 30,

 

Note

2023

2022

 

 

 

 

Assets

 

 

 

 

 

Current assets

 

 

 

 

 

Cash

 

$

135,203

$

403,093

Restricted cash

5(c)

 

-

 

234,081

Deferred financing costs

9

 

29,000

 

-

Marketable securities

4

 

4,500

 

161,799

Receivables

 

 

17,030

 

26,707

Prepaid expenses

 

 

14,197

 

107,030

 

 

199,930

 

932,710

Non-current assets

 

 

 

 

 

Exploration and evaluation assets

5

 

6,881,645

 

7,025,515

Deposits

6

 

81,415

 

94,720

VAT receivables

 

 

-

 

41,186

 

 

6,963,060

 

7,161,421

 

 

 

 

 

 

Total assets

 

$

7,162,990

$

8,094,131

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

246,582

$

480,299

Due to related parties

9

 

637,105

 

385,574

Funds held for optionee

5(c)

 

-

 

234,081

Flow-through share premium liability

7

 

-

 

4,221

 

 

883,687

 

1,104,175

Shareholders' equity

 

 

 

 

 

Share capital

7

 

24,891,882

 

24,869,917

Share subscription

7(d)

 

85,000

 

-

Reserves

7,8

 

3,745,186

 

3,745,186

Accumulated other comprehensive loss

 

 

(38,104)

 

(15,526)

Deficit

 

 

(22,404,661)

 

(21,609,621)

 

 

6,279,303

 

6,989,956

 

 

 

 

 

 

Total shareholders' equity and liabilities

 

$

7,162,990

$

8,094,131

 

Nature of operations and going concern (Note 1)

Event after the reporting period (Note 16)

 

These consolidated financial statements are authorized for issue by the Board of Directors on January 25, 2024.

 

On behalf of the Board of Directors:

 

Director “Jason Weber”

 

Director “Mark T. Brown”

 

 

 

 

 

 

See accompanying notes to the consolidated financial statements


18


 

SILVER NORTH RESOURCES LTD.

(Formerly Alianza Minerals Ltd.)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Presented in Canadian Dollars)

 

 

 

Years ended September 30

 

Note

2023

2022

2021

 

 

 

 

Expenses

 

 

 

 

 

 

 

Accounting and legal fees

9

$

169,483

$

201,577

$

207,000

Investor relations and shareholder information

9

 

144,501

 

465,385

 

517,551

Office facilities and administrative services

9

 

18,000

 

18,002

 

18,000

Office expenses

 

 

20,271

 

15,823

 

13,469

Property investigation expenses

 

 

23,667

 

33,696

 

53,953

Share-based payments

9

 

-

 

365,300

 

202,304

Transfer agent, listing and filing fees

 

 

47,151

 

37,123

 

47,721

Travel

 

 

9,751

 

27,195

 

3,054

Wages, benefits and consulting fees

9

 

194,233

 

174,219

 

193,848

 

 

(627,057)

 

(1,338,320)

 

(1,256,900)

 

 

 

 

 

 

 

 

Interest income and other income

 

 

2,376

 

1,997

 

1,187

Fair value gain (loss) on marketable securities

4

 

76,985

 

(84,485)

 

-

Flow-through share premium recovery

 

 

4,221

 

28,828

 

349,676

Foreign exchange gain (loss)

 

 

128

 

36,486

 

(24,618)

Loss of sale / transfer of marketable securities

4

 

(30,052)

 

(416)

 

-

Proceeds received in excess of exploration and evaluation

asset costs

5

 

133,008

 

341,966

 

-

Other income

5(d)(vi)

 

27,000

 

-