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

 

x

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

For the fiscal year ended January 31, 20162018

 

or

 

¨

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

 

or

 

¨

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

Date of event requiring this shell company report______________

 

For the transition period from ___________________ to ___________________

Commission File Number 0-15688

 

CORAL GOLD RESOURCES LTD.

(Exact name of Registrant as specified in its charter)

 

Not Applicable

(Translation of Registrant'sRegistrant’s name into English)

 

British Columbia, Canada

(Jurisdiction of incorporation or organization)

 

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

(Address of principal executive offices)

 

David Wolfin, Tel: 604 682-3701, Email: dwolfin@coralgold.com

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

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

 

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

 

Not Applicable

Not Applicable

Title of Each Class

Name of each exchange on which registered

 

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

 

Common Shares, without Par Value

(Title of Class)

 

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

 

Not Applicable

(Title of Class)

 

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

 

There were 47,825,33747,831,337 common shares, without par value, issued and outstanding as of January 31, 2016.2018.

 

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

¨ Yes    x No

 

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

¨ Yes    x No

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

x Yes    ¨ No

 

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

[Not applicable to the registrant] ¨ Yes    ¨ No

 

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

 

Large Accelerated File

¨

Accelerated Filer

¨

Non-Accelerated Filer

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 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

 Other ¨

by the International Accounting Standards Boardx

x

Other

¨

 

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

Item 17 ¨ Item 18 ¨

 

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨ No x

 

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

 

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes ¨ No ¨

 
 

TABLE OF CONTENTS

 

Item

Page

Page

INTRODUCTION 

2

CURRENCY  INTRODUCTION

23

FORWARD-LOOKING STATEMENTS  CURRENCY

23

FORWARD-LOOKING STATEMENTS

3

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

34

EXPLANATORY NOTE REGARDING PRESENTATION OF FINANCIAL INFORMATION

3

GLOSSARY OF TECHNICAL TERMS  

4

PART I

 

4

GLOSSARY OF TECHNICAL TERMS

 

5

Item 1.PART I

Item 1.

Identity of Directors, Senior Management and Advisors

7

Item 2.

Item 2.

Offer Statistics and Expected Timetable

7

Item 3.

Item 3.

Key Information

7

Item 4.

Item 4.

Information on the Company

12

Item 4A.

Unresolved Staff Comments

35

Item 5.

Item 5.

Operating and Financial Review and Prospects

3516

Item 6.

Directors, Senior Management and Employees

20

37

Item 7.

Major Shareholders and Related Party Transactions

29

48

Item 8.Financial Information

Financial Information30

50

Item 9.

The Offering and Listing

31

51

Item 10.Additional Information

Additional Information32

52

Item 11.

Quantitative and Qualitative Disclosures About Market Risk

41

58

Item 12.

Description of Securities Other than Equity Securities

60

 

41

PART II

 

 

Item 13.

Defaults, Dividend Arrearages and Delinquencies

6142

Item 14.

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

6142

Item 15.

Controls and Procedures

42

61

Item 16.[Reserved]

[Reserved]43

62

Item 16A.

Audit Committee Financial Expert

43

62

Item 16B.

Code of Ethics

43

63

Item 16C.

Principal Accountant Fees and Services

43

63

Item 16D.

Exemptions from the Listing Standards for Audit Committees

44

64

Item 16E.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

64

Item 16F.

Changes in Registrant's Certifying Accountant

64

Item 16G.

Corporate Governance

64

Item 16H.

Mine Safety Disclosure

64

PART III

 

44

Item 17.16F.

Changes in Registrant’s Certifying Accountant

Financial Statements

44

Item 16G.Corporate Governance

44

Item 16H.Mine Safety Disclosure

44

PART III

65

Item 18.17.Financial Statements

Financial Statements45

65

Item 19.18.Financial Statements

Exhibits45

Item 19.Exhibits

66

45

 

 
- 1 -2
 

 

INTRODUCTION

Nomenclature

 

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

 

You should rely only on the information contained in this Annual Report. We were organized under the Company Act of the Province of British Columbia, Canada on January 22, 1981 under the name of Carol Energy Corporation, which name was changedhave not authorized anyone to Coral Energy Corporation on March 3, 1982, and to Coral Gold Corp. on September 9, 1987. On September 14, 2004, we changed our name to Coral Gold Resources Ltd. in conjunctionprovide you with a 10 to 1 share consolidation and transitioned to the British Columbia Business Corporations Act on July 15, 2004. The principal executive office of the Companyinformation that is located at 570 Granville Street, Suite 900, Vancouver, British Columbia, V6C 3P1, and its telephone number is 604-682-3701.

different. The information in this Annual Report may only be accurate on the date of this Annual Report or on or as at any other date provided with respect to specific information herein.information.

 

CURRENCY

 

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

 

FORWARD-LOOKING STATEMENTS

 

Certain statements in this Annual Report, including those appearing under Item 5, constitute "forward-looking statements"“forward-looking statements”, including, without limitation, those concerning the economic outlook for the mining industry, expectations regarding mineral prices, potential production, cash costs and other operating results, growth prospects and outlook of the Company'sCompany’s operations, individually or in the aggregate, including the completion and commencement of commercial operations of certain of the Company'sCompany’s exploration and production projects, the Company'sCompany’s liquidity and capital resources and capital expenditures, the outcome and consequences of any potential or pending litigation or regulatory proceedings, and the Company'sCompany’s plan to conduct drilling operations. Additionally, forward-looking statements are generally identifiable by the terminology used such as "plans"“plans”, "expects"“expects”, "estimates"“estimates”, "budgets"“budgets”, "intends"“intends”, "anticipates"“anticipates”, "believes"“believes”, "projects"“projects”, "indicates"“indicates”, "targets"“targets”, "objective"“objective”, "could"“could”, "may"“may”, or other similar words.

 

The forward-looking statements are subject to known and unknown risks and uncertainties and other factors that may cause actual results, levels of activity and achievements to differ materially from those expressed or implied by such statements. Such factors include, among others: market prices for metals; the results of exploration and development drilling and related activities; economic conditions in the countries and provinces in which we carry on business, especially economic slowdown; actions by governmental authorities including increases in taxes, changes in environmental and other regulations, and renegotiations of contracts; political uncertainty, including actions by insurgent groups or other conflict; the negotiation and closing of material contracts; and the other factors discussed in Item 3 Key Information – "Risk Factors"“Risk Factors”, and in other documents that we file with the SEC. The impact of any one factor on a particular forward-looking statement is not determinable with certainty as such factors are interdependent upon other factors; our course of action would depend upon our assessment of the future considering all information then available. In that regard, any statements as to future production levels, if any; capital expenditures; the allocation of capital expenditures to exploration and development activities; sources of funding of our capital program; drilling; expenditures and allowances relating to environmental matters; anticipated dates by which certain areas will be developed or will come on-stream; expected findingfunding and development costs; future production rates; ultimate recoverability of reserves; dates by which transactions are expected to close; cash flows; uses of cash flows; collectability of receivables; availability of trade credit; expected operating costs; expenditures and allowances relating to environmental matters; debt levels; and changes in any of the foregoing are forward-looking statements, and there can be no assurances that the expectations conveyed by such forward-looking statements will, in fact, be realized.

- 2 -

 

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

 

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

 
3
Table of Contents

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

 

In Canada, an issuer is required to provide technical information with respect to mineralization, including reserves and resources, if any, on its mineral exploration properties in accordance with Canadian requirements, which differ significantly from the requirements of the Securities and Exchange Commission (the "SEC"“SEC”) applicable to registration statements and reports filed by United States companies pursuant to the United States Securities Act of 1933, as amended (the "Securities Act"“Securities Act”), or the United States Securities Exchange Act of 1934, as amended (the "Exchange Act"“Exchange Act”). As such, information contained in this annual reportAnnual Report concerning descriptions of mineralization under Canadian standards may not be comparable to similar information made public by United States companies subject to the reporting and disclosure requirements of the SEC. In particular, reports referred to in this annual report on Form 20-F includesAnnual Report may include the terms "mineral“mineral resource," "measured” “measured mineral resource," "indicated” “indicated mineral resource"resource” and "inferred“inferred mineral resource"resource”. Investors are advised that these terms are defined under Canadian rules under National Instrument 43-101 ("(“NI 43-101"43-101”). Investors are cautioned not to assume that any part of the mineral deposits in these categories will ever be converted into reserves. However, these terms are not defined terms under SEC Industry Guide 7 and are not permitted to be used in reports and registration statements filed with the SEC by U.S. domestic issuers. In addition, NI 43-101 permits disclosure of "contained ounces"“contained ounces” of mineralization. In contrast, the SEC only permits issuers to report mineralization as in place tonnage and grade without reference to unit measures.

 

The definitions of proven and probable reserves used in NI 43-101 differ from the definitions in SEC Industry Guide 7. Under SEC Industry Guide 7, (under the Exchange Act), as interpreted by the staff of the SEC, mineralization may not be classified as a "reserve"“reserve” for United States reporting purposes unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. Among other things, all necessary permits would be required to be in hand or issuance imminent in order to classify mineralized material as reserves under the SEC standards.

 

Investors are cautioned not to assume that any part or all of the mineral deposits identified as an "indicated“indicated mineral resource," "measured” “measured mineral resource"resource” or "inferred“inferred mineral resource"resource” will ever be converted to reserves as defined in NI 43-101 or SEC Industry Guide 7. Further, "inferred“inferred mineral resources"resources” have a great amount of uncertainty as to their existence and economic and legal feasibility. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian securities legislation, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies, or economic studies. Investors are cautioned not to assume that part or all of an inferred mineral resource exists, or is economically or legally mineable.

 

EXPLANATORY NOTE REGARDING PRESENTATION OF FINANCIAL INFORMATION

 

The annual audited consolidated financial statements contained in this annual report on Form 20-F are reported in Canadian dollars. For the years ended January 31, 20122018 through January 31, 20162014, inclusive we have prepared our consolidated financial statements in accordance with International Financial Reporting Standards ("IFRS"(“IFRS”) as issued by the International Accounting Standards Board ("IASB"(“IASB”).

 

 
- 3 -
4
 
Table of Contents

 

GLOSSARY OF TECHNICAL TERMS

assayGLOSSARY OF TECHNICAL TERMS

An analysis to determine the presence, absence or quantity of one or more elements.

auAu

The elemental symbol for gold.

carlin type

Carlin–type gold deposits are sediment-hosted disseminated gold deposits. These deposits are characterized by invisible (typically microscopic and/or dissolved) gold in pyrite and arsenopyrite. The deposit is named after the Carlin mine, the first large deposit of this type discovered in the Carlin Trend, Nevada.

chertChert

A rock resembling flint and consisting essentially of crypto-crystalline quartz or fibrous chalcedony.

CIM Standards

Canadian Institute of Mining Standards

cryptocrystalline

is a rock texture made up of such minute crystals that its crystalline nature is only vaguely revealed even microscopically in thin sections by transmitted polarized light.

crystallineCrystalline

consisting of or containing crystals.

devonianDevonian

is a geologic period and system of the Paleozoic Era spanning from the end of the Silurian Period, about 416.0 ± 2.8 Million years ago.

diamond drill

A rotary type of rock drill that uses diamonds to cut a core of rock that is recovered in long cylindrical sections, two centimeters or more in diameter.

eocene

is the second of five eras in the Tertiary Period and lasted from about 55.8 to 33.9 million years ago.

faultFault

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

gradeGrade

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

GSR

Payment of a percentage of gross mining profits commonly known as gross smelter return royalty.

heap leaching

A process whereby valuable metals, usually gold and silver, are leached from a heap, or pad, of crushed ore by leaching solutions percolating down through the heap and collected from a sloping, impermeable liner below the pad.

HQ diameter

is a diamond drill bit size with an outside diameter of 88.9 mm and an internal diameter of 77.8 mm.

hydrothermal

Hot fluids, usually mainly water, in the earth'searth’s crust which may carry metals and other compounds in solution to the site of ore deposition or wall rock alteration.

intrusiveIntrusive

A rock mass formed below the earth'searth’s surface from magma which has intruded into a pre-existing rock mass.

IRR

Internal Rate of Return

lode claim

A mining claim on an area containing a known vein or lode.

microcrystalline

material is a crystallized substance or rock that contains small crystals visible only through microscopic examination.

- 4 -

 

mineral reserve

The economically mineable part of a measured or indicated mineral resource demonstrated by at least a preliminary feasibility study. This study must include adequate information on mining, processing, metallurgical, economic and other relevant factors that demonstrate, at the time of the reporting, that economic extraction can be justified. A mineral reserve includes diluting materials and allowances for losses that may occur when the material is mined. Mineral resources are sub-divided in order of increasing confidence into "probable"“probable” and "proven"“proven” mineral reserves. A probable mineral reserve has a lower level of confidence than a proven mineral reserve. The term "mineral reserve"“mineral reserve” does not necessarily signify that extraction facilities are in place or operative or that all governmental approvals have been received. It does signify that there are reasonable expectations of such approvals.

5
Table of Contents

mineral resource

The estimated quantity and grade of mineralization that is of potential economic merit. A resource estimate does not require specific mining, metallurgical, environmental, price and cost data, but the nature and continuity or mineralization must be understood. Mineral resources are sub-divided in order of increasing geological confidence into "inferred"“inferred”, "indicated"“indicated”, and "measured"“measured” categories. An inferred mineral resource has a lower level of confidence than that applied to an indicated mineral resource. An indicated mineral resource has a higher level of confidence than an inferred mineral resource, but has a lower level of confidence than a measured mineral resource. A mineral resource is a concentration or occurrence of natural, solid, inorganic or fossilized organic material in or on the earth'searth’s crust in such form and quantity and of such grade or quality that it has reasonable prospects for economic extraction.

mineralization

Usually implies minerals of value occurring in rocks.

net smelter or NSR Royalty

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

NPV

Net Present Value

ordovicianOrdovician

is a geologic period and system, the second of six of the Paleozoic Era, and covers the time between 488.3±1.7 to 443.7±1.5 million years ago.

oreOre

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

oxideOxide

A compound of oxygen and some other element.

paleozoicPaleozoic

is the earliest of three geologic eras of the Phanerozoic Eon, spanning from roughly 542 to 251 million years ago.

phanerozoic eon

is the current geologic eon in the geologic timescale. It covers roughly 542 million years.

placer claim

A mining claim located upon gravel or ground whose mineral contents are extracted by the use of water, by sluicing, hydraulicking, etc.

porphyryPorphyry

Rock type with mixed crystal sizes, i.e. containing larger crystals of one or more minerals.

quartzQuartz

Silica or SiO2, a common constituent of veins, especially those containing gold and silver mineralization.

RQD

Rock Quality Designation - a technique that is used in geotechnical engineering principles which determines the quality of rock that was recovered when taking a core sample. It means rock quality designation and representative cross sections of the core sample must reach, or exceed 90- 100 mm in length for it to be considered excellent in quality.

 

- 5 -

 

SG

Specific gravity

silurianSilurian

is a geologic period and system that extends from the end of the Ordovician Period, about 443.7 ± 1.5 million years ago (mya), to the beginning of the Devonian Period, about 416.0 ± 2.8 million years ago.

slaven chert

A thin-bedded brown to gray-green chert with interbeds of black argillite, siltstone, and bedded barite.

tertiaryTertiary

a widely used term for the geologic period from 65 million to 2.6 million years ago.

tonTon

Imperial measurement of weight equivalent to 2,000 pounds.

tonneTonne

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

trench

A long, narrow excavation dug through overburden, or blasted out of rock, to expose a vein or ore structure.

veinsVeins

The mineral deposits that are found filling openings in rocks created by faults or replacing rocks on either side of faults.

wenban limestone

Devonian limestones best exposed on the western flank of Wenban Peak south of the town of Cortez, Nevada.

 

 
- 6 -
 
Table of Contents


PART I

 

Item 1. Identity of Directors, Senior Management and Advisers

 

Not applicable.

 

Item 2. Offer Statistics and Expected Timetable

 

Not applicable.

 

Item 3. Key Information

 

A.A. Selected Financial Data

For the years ended January 31, 2018, 2017, 2016, 2015 and 2014, we have prepared our consolidated financial statements in accordance with IFRS, as issued by the IASB.

Selected Financial Data

 

The selected historical consolidated financial information set forth below has been derived from our annual audited consolidated financial statements for each of the years in the five-year period ended January 31, 2016.

For the years ended January 31, 2016, 2015, 2014, 2013, and 2012 we have prepared our consolidated financial statements in accordance with IFRS, as issued by the IASB.2018.

 

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

 

In accordance with IFRS

 

 

Years Ended January 31,

 

 

2018

 

 

2017

 

 

2016

 

 

2015

 

2014

Operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$-

 

 

$-

 

 

$-

 

 

$-

 

 

$-

 

Expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating and Administrative

 

 

1,375,982

 

 

 

580,066

 

 

 

642,193

 

 

 

538,469

 

 

 

860,517

 

Net Income (Loss)

 

 

2,015,340

 

 

 

(981,139)

 

 

50,521

 

 

 

527

 

 

 

(50,871)

Earnings (Loss) Per Share – Basic

 

 

0.04

 

 

 

(0.02)

 

 

0.00

 

 

 

0.00

 

 

 

(0.00)

Earnings (Loss) Per Share – Diluted

 

 

0.04

 

 

 

(0.02)

 

 

0.00

 

 

 

0.00

 

 

 

(0.00)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average Number of Shares Outstanding – Basic

 

 

47,570,158

 

 

 

48,396,734

 

 

 

44,200,953

 

 

 

42,016,049

 

 

 

36,024,532

 

Weighted Average Number of Shares Outstanding – Diluted

 

 

50,519,282

 

 

 

48,396,734

 

 

 

44,200,953

 

 

 

42,741,915

 

 

 

36,024,532

 

 

The tables below set forth selected consolidated financial data under IFRS for the years ended January 31, 2016, 2015, 2014, 2013 and 2012. The information has been derived from our annual audited consolidated financial statements.

 

 

As at January 31,

 

 

 

2018

 

 

2017

 

 

2016

 

 

2015

 

 

2014

 

Balance Sheet

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Working Capital (deficit)

 

$15,296,877

 

 

$(117,528)

 

$470,078

 

 

$11,324

 

 

$(486,109)

Total Assets

 

 

21,937,782

 

 

 

19,641,035

 

 

 

20,088,148

 

 

 

20,275,844

 

 

 

19,856,395

 

Liabilities

 

 

2,881,168

 

 

 

1,793,502

 

 

 

1,413,790

 

 

 

2,011,063

 

 

 

2,750,713

 

Equity

 

 

19,056,614

 

 

 

17,837,213

 

 

 

18,674,358

 

 

 

18,264,781

 

 

 

17,105,682

 

 

 

 

Years Ended January 31,

 

 

 

2016

 

 

2015

 

 

2014

 

 

2013

 

 

2012

 

Operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$-

 

 

$-

 

 

$-

 

 

$-

 

 

$-

 

Expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating and Administrative

 

 

642,193

 

 

 

538,469

 

 

 

860,517

 

 

 

1,365,288

 

 

 

772,587

 

Net Income (loss)

 

 

50,521

 

 

 

527

 

 

 

(50,871)

 

 

(1,542,564)

 

 

(773,813)

Net Earnings (loss) Per Share

 

 

0.00

 

 

 

0.00

 

 

 

(0.00)

 

 

(0.05)

 

 

(0.02)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average Number of Shares Outstanding

 

 

44,200,953

 

 

 

42,016,049

 

 

 

36,024,532

 

 

 

33,563,649

 

 

 

33,483,650

 

 

 
- 7 -
 
Table of Contents

 

 

As at January 31,

 

 

2016

 

 

2015

 

 

2014

 

 

2013

 

 

2012

 

Balance Sheet

Working Capital (deficit)

 

$470,078

 

 

$11,324

 

 

$(486,109)

 

$(539,814)

 

$1,166,663

 

Total Assets

 

 

20,088,148

 

 

 

20,275,844

 

 

 

19,856,395

 

 

 

20,330,548

 

 

 

20,756,599

 

Liabilities

 

 

1,413,790

 

 

 

2,011,063

 

 

 

2,750,713

 

 

 

3,435,002

 

 

 

2,719,920

 

Equity

 

 

18,674,358

 

 

 

18,264,781

 

 

 

17,105,682

 

 

 

16,895,546

 

 

 

18,036,679

 

 

Exchange Rates

 

The following table sets forth information as to the period end, average, the high and the low exchange rate for Canadian Dollars and U.S. Dollars for the periods indicated based on the noon buying rate in New York City for cable transfers in Canadian Dollars as certified for customs purposes by the Federal Reserve Bank of New York (Canadian dollar = US$1).

 

Year Ended

January 31,

 

Average

 

Period End

 

High

 

Low

 

 

Average

 

Period End

 

High

 

Low

 

2012

 

0.9970

 

1.0052

 

1.0604

 

0.9449

 

2013

 

0.9978

 

0.9973

 

1.0299

 

0.9599

 

2014

 

1.0389

 

1.1138

 

1.1178

 

0.9955

 

 

1.0389

 

1.1138

 

1.1178

 

0.9955

 

2015

 

1.1151

 

1.2711

 

1.2711

 

1.0639

 

 

1.1151

 

1.2711

 

1.2711

 

1.0639

 

2016

 

1.2964

 

1.4080

 

1.4223

 

1.2185

 

 

1.2964

 

1.4080

 

1.4223

 

1.2185

 

2017

 

1.3165

 

1.3030

 

1.4039

 

1.2544

 

2018

 

1.2922

 

1.2293

 

1.3745

 

1.2131

 

 

The following table sets forth the high and low exchange rate for the past six months based on the noon buying rate. As of June 9, 2016,May 31, 2018, the exchange rate was CDN$1.27311.2970 for each US$1.

 

Month

 

High

 

 

Low

 

December 2015

 

 

1.3990

 

 

 

1.3360

 

January 2016

 

 

1.4589

 

 

 

1.3969

 

February 2016

 

 

1.4040

 

 

 

1.3523

 

March 2016

 

 

1.3468

 

 

 

1.2962

 

April 2016

 

 

1.3170

 

 

 

1.2544

 

May 2016

 

 

1.3136

 

 

 

1.2548

 

Month

 

High

 

 

Low

 

December 2017

 

 

1.2900

 

 

 

1.2517

 

January 2018

 

 

1.2534

 

 

 

1.2293

 

February 2018

 

 

1.2806

 

 

 

1.2280

 

March 2018

 

 

1.3096

 

 

 

1.2822

 

April 2018

 

 

1.2918

 

 

 

1.2548

 

May 2018

 

 

1.3027

 

 

 

1.2761

 

 

B.B. Capitalization and Indebtedness

Capitalization and Indebtedness

 

Not Applicable.

 

C.C. Reasons for the Offer and Use of Proceeds

Reasons for the Offer and Use of Proceeds

 

Not Applicable.

 

D.D. Risk Factors

Risk Factors

 

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

 

Although the Company recognized net income for the year ended January 31, 2018, the Company does not anticipate any revenues in the near future and will incur losses.During the year ended January 31, 2018, the Company recognized net income from the sale of the Robertson mining claims. The Company’s remaining properties are in the exploration stage. Therefore until such properties can develop or the Company can acquire properties that can be development and revenues can be derived therefrom, the Company will incur losses.

As of January 31, 2018, our internal controls over financial reporting were ineffective, and if we continue to fail to improve such controls and procedures, investors could lose confidence in our financial and other reports, the price of our shares of common stock may decline, and we may be subject to increased risks and liabilities.As a public company, we are subject to the reporting requirements of the United States Securities Exchange Act of 1934, as amended, and the Sarbanes-Oxley Act of 2002. The Exchange Act requires, among other things, that we file annual reports with respect to our business and financial condition. Section 404 of the Sarbanes-Oxley Act requires, among other things, that we include certifications of our management regarding the effectiveness of our disclosure controls and procedures. For the year ended January 31, 2018, our management has concluded that our disclosure controls and procedures were not effective to provide reasonable assurance that material information relating to the Company and its consolidated subsidiaries is made known to management and disclosed in accordance with applicable securities regulations. Further, management concluded the Company’s internal control over financial reporting was not effective as at January 31, 2018, due to the following material weaknesses: (i) due to the limited number of staff resources, the Company believes there are instances where a lack of segregation of duties exist to provide effective controls; and (ii) due to the limited number of staff resources, the Company may not have the necessary in-house knowledge to address complex accounting and tax issues that may arise. If we cannot effectively and efficiently improve our controls and procedures, we could suffer material misstatements in our financial statements and other information we report and fail to meet our reporting obligations, which would likely cause investors to lose confidence in our reported financial and other information. This could lead to a decline in the trading price for our common shares.

 
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We will be required to raise additional capital to mine our properties. The Company is currently in the exploration stage of its properties. If the Company determines, based on its most recent information, that it is feasible to begin development and operations on its properties, the Company will be required to raise additional capital in order to develop and bring the properties into production. The Company'sCompany’s ability to raise funds will depend on several factors, including, but not limited to, current economic conditions, its properties, its prospects, metal prices, businesses competing for financing and its financial condition. The Company may not be able to raise funds, or to raise funds on commercially reasonable terms. If the Company is unable to raise additional funds, it may not be able to develop its properties or any of its business plans as described in this Annual Report.

 

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

 

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

 

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

 

The Company'sCompany’s mineral exploration efforts may be unsuccessful. Despite exploration work on its mineral claims, no known bodies of commercial ore or economic deposits have been established on any of the Company'sCompany’s properties. In addition, the Company is at the exploration stage on all of its properties and substantial additional work will be required in order to determine if any economic deposits occur on the Company'sCompany’s properties. Even in the event commercial quantities of minerals are discovered, the exploration properties might not be brought into a state of commercial production. Finding mineral deposits is dependent on a number of factors, including the technical skill of exploration personnel involved. The commercial viability of a mineral deposit once discovered is also dependent on a number of factors, some of which are particular attributes of the deposit, such as size, grade and proximity to infrastructure, as well as metal prices.

 

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

 

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

 

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

 

Litigation. Although the Company is not currently subject to litigation, it may become involved in disputes with other parties in the future which may result in litigation. Any litigation could be costly and time consuming and could divert the Company's management from the Company's business operations. In addition, if the Company is unable to resolve any litigation favorably, it may have a material adverse impact on the Company's financial performance, cash flow and results of operations.

Acquisitions. The Company undertakes evaluations of opportunities to acquire additional mining properties. Any resultant acquisitions may be significant in size, may change the scale of the Company's business, and may expose the Company to new geographic, political, operating, financial and geological risks. The Company's success in its acquisition activities depends on its ability to identify suitable acquisition candidates, acquire them on acceptable terms, and integrate their operations successfully. Any acquisitions would be accompanied by risks, such as a significant decline in the price of gold or silver, the ore body proving to be below expectations, the difficulty of assimilating the operations and personnel of any acquired companies, the potential disruption of the Company's ongoing business, the inability of management to maximize the financial and strategic position of the Company through the successful integration of acquired assets and businesses, the maintenance of uniform standards, controls, procedures and policies, the impairment of relationships with customers and contractors as a result of any integration of new management personnel and the potential unknown liabilities associated with acquired mining properties. In addition, the Company may need additional capital to finance an acquisition. Historically, the Company has raised funds through equity financing and the exercise of options and warrants. However, the market prices for natural resources are highly speculative and volatile. Accordingly, instability in prices may affect interest in resource properties and the development of and production from such properties that may adversely affect the Company's ability to raise capital to acquire and explore resource properties. There can be no assurance that the Company would be successful in overcoming these risks or any other problems encountered in connection with such acquisitions.

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

 

Uncertainty of continuing as a going concern. The continuation of the Company and the recoverability of mineral property costs depends upon its ability to discover economically recoverable mineral reserves, attain profitable operations and generate cash flow from operations and/or to raise equity capital through the sale of its securities. The Company's consolidated financial statements do not include the adjustments that would be necessary if the Company were unable to continue as a going concern.

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

 

- 10 -

Volatility of share price.price. In recent years, securities markets in Canada have experienced a high level of price volatility. The market price of many resource companies, particularly those, like the Company, that are considered speculative exploration companies, have experienced wide fluctuations in price, resulting in substantial losses to investors who have sold their shares at a low price point. These fluctuations are based only in part on the level of progress of exploration, and can reflect general economic and market trends, world events or investor sentiment, and may sometimes bear no apparent relation to any objective factors or criteria. During the 20162018 fiscal year, the Company'sCompany’s common share price fluctuated on the TSX-V between a low of $0.06$0.29 and a high of $0.18.$0.42. Significant fluctuations in the Company'sCompany’s common share price isare likely to continue, and could potentially increase in the future.

 

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

 

The Company is subject to foreign currency fluctuations. The Company operates in more than one country and the Company's functional currency is the Canadian Dollar. The Company's offices are located in Canada, all of its mining exploration properties are located in United States, and the Company's financial results are reported in Canadian Dollars. The Company's currency fluctuation exposure is primarily to the U.S. Dollar and the Canadian Dollar. The Company reported a foreign exchange loss of $9,714 during the year ended January 31, 2016. The Company does not use derivative financial instruments for speculative trading purposes, nor does the Company hedge its foreign currency exposure to manage the Company's foreign currency fluctuation risk. Fluctuations in and among the various currencies in which the Company operates could have a material effect on the Company's operations and its financial results.

The Company has incurred net losses since its inception and expects losses to continue. The Company has not been profitable since its inception. For the fiscal year ended January 31, 2016, the Company had net income of $50,521 due to deferred income tax recovery and an accumulated deficit on January 31, 2016 of $27,829,911. As the Company is currently at the exploration stage and has no reserves of precious metals, there is no assurance that the Company will be profitable in the future.

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

 

10
Table of Contents

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

 

- 11 -

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

 

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

 

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

 

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

11
Table of Contents

 

Item 4. Information on the Company

 

A.A. History and Development of the Company

History and Development of the Company

 

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

 

- 12 -

The Company is a natural resource company primarily engaged in the exploration and development of natural resource properties. Its principal business activities have been the exploration of certain mineral properties located in the states of Nevada and California in the United States. The carrying value of the Company's mineral property acquisition and exploration expenditures at January 31, 2016 is $19,192,353.

 

Please refer to Note 46 of the financial statements (Item 18) for information regarding the Company's principal expenditures on its mineral properties.Company’s exploration and evaluation assets.

 

B.

B. Business Overview

Operations and Principal Activities

 

Presently, the Company'sCompany’s principal business activity is the exploration and development of three mineral properties. The Company is in the process of exploring its mineral properties and has not yet determined whether its mineral properties contain ore reserves that are economically recoverable. There is no assurance that a commercially viable mineral deposit exists on any of the Company'sCompany’s properties, and future exploration will be required before final evaluation as to the economic and legal feasibility is determined.

 

The Company's mining claims are located in the states of Nevada and California in the United States. The Company's present principal exploration activities have been focused on the Robertson Mining Claims located in Crescent Valley, Nevada.

Competition

 

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

 

Seasonality

 

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

 

Dependence on Customers and Suppliers

 

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

 

Government Regulation

 

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

 

- 13 -

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

 

12
Table of Contents

Environmental Regulations

 

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

 

The primary regulatory bodies that directly regulate the Company'sCompany’s activities are the Bureau of Land Management (Federal) and, the Nevada Department of Environmental Protection (State).and various state agencies in the State of California including the Office of Mine Reclamation.

 

C.C. Organizational Structure

Organizational Structure

 

The Company has two wholly-owned subsidiaries: Coral Energy Corporation of California, a California corporation which holds title to the Company'sCompany’s California property, and Coral Resources, Inc., a Nevada corporation, which holds title to the Company'sCompany’s mining claims located in Nevada. In the 2006 fiscal year, the Company completed the purchase of 1,391,860 shares, representing 98.49% of the issued shares, of
Marcus Corporation, a Nevada Corporation that owns the Marcus mining claims, consisting of 39 unpatented lode claims and two placer claims, and which comprise a portion of the Company's Robertson Property.

 

D.D. Property, Plant and Equipment

Property, Plant and Equipment

 

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

 

The Company's primary focus has been on the Robertson Mining Claims, in Nevada, United States.

Prior Property - Robertson Mining Claims, Nevada, U.S.A.

 

TheCompleted Sale of Robertson Mining Claims are located in Crescent Valley, Nevada onProperties

On June 8, 2017, Coral completed the western flankspurchase and sale agreement (the “Agreement”) with Barrick Cortez Inc. (“Barrick”), a subsidiary of Barrick Gold Corp., for the sale of the Shoshone Range, 28 miles to the southeast of Battle Mountain, Nevada, which lies approximately 230 miles northeast of Reno, Nevada. The Robertson Mining Claims comprise approximately 9,200 acresProperty in the Bullion Mining District, Lander County, Nevada, and currently include 435 unpatented Federal claims and 9 patented lode claims.to Barrick in consideration of:

1.The payment to Coral of US$15.75 million (Cdn $21.84 million based on the closing exchange rate) in cash (the “Cash Consideration”);

2.The return of 4,150,000 common shares of Coral held by Barrick (which represent approximately 8.5% of the Company’s basic common shares outstanding as of June 8, 2017) for cancellation by the Company (the “Share Reduction”); and

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

 

 
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These mining claims have been acquired over aThe sliding scale NSR rate will be determined based on the observed gold price during each quarterly period of several years from different sources. The entire Robertson Mining Claims are subject to a 3% net smelter royalty to Geomex Development Eighth Partnership ("Geomex 8"), which royalty shall cease at such timebased on the average LBMA Gold Price PM during the quarterly period, as the sum of US$1,250,000 has been paid to Geomex 8, and various mining leases requiring minimum annual advanced royalties ranging from 4% to 10% of net smelter returns.follows:

 

There is no underground or surface plant or equipment located on the Robertson Mining Claims and the following figures provide location details with respect to the Robertson Mining Claims.

Average Gold Price/Oz During the Quarter (USD)

Applicable NSR Royalty Rate

- 15 -

Up to and including $1,200.00

$1,200.01 to $1,400.00

$1,400.01 to $1,600.00

$1,600.01 to $1,800.00

$1,800.01 to $2,000.00

Over $2,000.00

1.00%

1.25%

1.50%

1.75%

2.00%

2.25%

 

- 16 -

(i)

Robertson Property (Core Area)

ThePursuant to the Agreement, as amended, and due to the delay in closing, in the event that the Robertson Property is the subject of four technical reports dated January 15, 2004, April 25, 2006, January 27, 2008 and January 18, 2012. The first two technical reports were prepared by Robert McCusker, P.Geol. in accordance with NI 43-101 ("McCusker Reports"). The third and fourth reports were prepared by Beacon Hill Consultants (1988) Ltd. ("Beacon Hill") of Vancouver, British Columbia (the "Beacon Hill Report"). The first Beacon Hill report was a NI 43-101 resource estimate that included the zones located within the Robertson's Core claims only. The Company's other claim blocks, including Norma Sass, Lander Ranch, Ruf, Blue Nugget and the Excluded (Carve Out) claims (joint ventured with Cortez Gold Mines ("Cortez"), a joint venture ownednot placed into production by Barrick by December 31, 2024, then beginning on January 1, 2025, and continuing on an annual basis thereafter until the earlier of (i) the date commercial production commences and (ii) January 2, 2034, Barrick will make advance royalty payments to Coral Gold Corporation), were not part of US$0.5M, which will be non-refundable and fully credited against any future obligations under the estimate. The 2012 report was an NI 43-101 compliant preliminary economic assessment ofNSR. These dates have all been extended by one year from the advanced stage Altenburg Hill, Porphyry and Gold Pan zones analyzing a combination of open pit mining methods and cyanide heap leach.dates in Coral’s earlier announcement.

 

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

 

The Robertson Property includes the properties also known as the Core, Gold Ridge, Excluded and the Ruf mining claims, but does not include the properties known as the Norma Sass, Eagle, and JDN mining claims. The Robertson Property is an advanced-stage gold exploration project located in eastern Lander County, Nevada, 60sixty miles southwest of Elko. Coral Resources, Inc., a wholly owned subsidiary of the Company, acquired control of the Robertson Property in 1986. The core property consists of 300 unpatented federal lode claims, mill sites, and nine patented lode claims covering over 6,200 acres of public lands administered by the U.S. Bureau of Land Management (the "BLM"). The Company controls an additional 31 claims through a series of mineral leases and option agreements.

 

In 2001, a boundary agreement between the Company and Cortez resolved claim boundary overlaps and seniority issues along the east and southwest sides of the Robertson claim block. This agreement required both parties to amend and/or abandon certain claims in order to achieve the agreed upon boundary. This was completed during the 2002-2003 assessment year.

Approximately 31 of the 300 of the claims that comprise the Robertson Property are controlled by the Company through 4 mining leases and option agreements. The Core Claims held by the Company under lease or option agreements require minimum advance royalty payments and production royalties in the event of production. Total annual payments for the various leases and minimum advance royalties are approximately US$51,600.

A summary compilation of the terms of these agreements are presented in the table below:

Mining Lease and Option Agreements

Company/Date

 

Number of Claims

 

Option Payment

 

Production Royalty

Advance Royalty Payment

 

Core:

Tenabo Gold Mining Co.

Nov. 30, 1975

 

13

 

US$

2,000,000

 

8% NSR

US$ 

12,000/yr

 

Northern Nevada Au, Inc.

Sept. 30, 1986

 

12

 

US$

 -

 

4% GSR

US$

9,600/yr

 

Albany Gold Corp.

(Geomex)

 

All

 

US$

1,250,000

 

3% NSR

 

Nil

 

Filippini/Breckon

(June Claims)

 

6

 

US$

1,000,000

 

3% NSR

US$

30,000/yr

 

Annual federal rental fees of US$82,305 payable to the BLM, and Notice of Intent to Hold Mining Claims have been filed for the 2015-2016 assessment year.

- 17 -

History and Exploration

The Robertson Property is located in the Tenabo area, a sub-district of the Bullion mining district in Lander County, Nevada. Historic lode mining in this district dates from 1905 and placer gold was discovered in many of the dry washes in the Tenabo area in 1916. Between 1937 and 1939, a small dragline dredge and washing plant operated in the district, and a dredge was reported by Humphrey to be operating in lower Mill Gulch in 1945.

During 1966 through 1970, a number of companies explored the district in search of porphyry copper-style mineralization. In 1968, while drilling a series of shallow rotary holes near the Gold Pan mine, Superior Oil discovered a small, but relatively high-grade zone of gold at shallow depths in what is now known as the Gold Pan zone; however, with additional drilling, Superior Oil lost interest in the district. They were followed by a number of mining companies, including Placer Development (1974-75), Teck Corporation (1977), Aaron Mining Ltd. (1975-86), and E & B Exploration Ltd. (1980-81), all of which sporadically explored the Tenabo area with limited success.

Modern open pit mining and heap leaching began in 1974, when Aaron Mining Ltd. ("Aaron"), initiated a pilot leach operation on the Robertson Property. From 1978 through 1980, Aaron expanded its leaching operations and continued exploration and acquiring claims in the district.

In 1986, the Company acquired Aaron's interest in the Robertson Property and immediately began a series of major drilling programs beginning in 1986 and continuing until 1989. Mining operations on the Robertson Property commenced in 1988, but were suspended less than one year later. During the operating life of the Robertson Property mine approximately 350,000 tons of low-grade material was placed on leach pads from which about 6,200 ounces of gold were recovered.

During 1986 through 1989, the Company completed approximately 380 reverse circulation drill holes and seven diamond drill holes, totaling about 109,377 feet. Much of this drilling was focused in four resources areas: Gold Pan, Gold Quartz, Gold Quartz extension (also called Gold Quartz West) and the Triplet Gulch areas. The purpose of this drilling was to determine the limits and continuity of mineralization within these zones. Nearly all of the reverse circulation holes were drilled vertically to an average depth of about 300 feet.

In 1990, the Company and Amax Gold Exploration Inc. ("Amax") entered into an amended and restated option and earn-in agreement in which Amax could earn a 60% interest in the Robertson Property by producing a bankable feasibility study. Amax completed an exploration program that included drilling 338 reverse circulation holes and 62 diamond drill holes, totaling over 176,000 feet. As the feasibility study did not meet the requirements of the agreement, Amax returned the property to the Company in 1996.

During the fiscal year ended January 31, 1999, the Company entered into an option agreement dated October 8, 1998 (the "Option Agreement"), with Placer Dome U.S. Inc. ("Placer"), which was later assigned by Placer to Cortez. Under the agreement, Cortez could earn a 70% interest in the Robertson Property by producing a bankable feasibility study. The focus of Cortez's exploration was to expand the 39A zone and test a number of outlying targets. During 1999, Cortez completed 46 reverse circulation drill holes and a single flood rotary hole, totaling 57,000 feet. Of the 13 holes directed at expanding the 39A zone, only two holes, 99401 and 99413, encountered significant mineralization. This drilling program did little to expand the resource. Of the remaining holes drilled by Cortez, only two holes (99406 and 99419) encountered significant mineralization. Both holes were designed to offset and/or follow up existing drill intersections and surface gold anomalies.

After completing this drilling program, Cortez declared its interest in renegotiating the terms of the Option Agreement with the Company. When the Company declined, Cortez terminated the Option Agreement on December 30, 1999, and did not earn an interest in the Robertson Property.

- 18 -

During 2004 and 2005, the Company conducted three drilling programs consisting of 32 reverse circulation holes totaling 24,020 feet on the Robertson Property. The focus of this exploration was to expand and further define the 39A Zone, test the "deep" Gold Pan Zone for extensions of the 39A Zone and offset previous ore-grade intersections in the "distal target area".

A report entitled "Update of the Geological Report on the Robertson Property" April 25, 2006 on gold resources at the Robertson Property was submitted by Robert McCusker, Consulting Geologist, a "qualified person" in accordance with the requirements of NI 43-101.

During fiscal 2006, the Company completed a major drilling program on the Robertson Property. Drilling was completed in two phases. The drilling program totaled 35,615 feet of reverse circulation drilling in 46 holes. Depths ranged from 450 feet to 1,500 feet. Due to the relatively flat-lying nature of mineralization at the Robertson Property, all holes were drilled vertically. Phase Iconsisted of 14 reverse circulation (RC) drill holes, CR06-2 through CR06-15, totaling 11,355 feet which were completed in the immediate vicinity of the existing 39A Zone indicated mineral resource. Phase IIconsisted of 32 RC holes, CR06-16 through CR06-48A, totaling 24,260 feet which were completed in (1) the Distal Zone; (2) on the northeast flank of Altenburg Hill; (3) in the gravel-covered area between the Altenburg Hill and the Porphyry Zone mineral resource; and (4) along a northeast-striking structural zone in the Porphyry Zone. Drilling operations during Phase I and Phase II drilling were directly supervised by Robert McCusker.

In February 2008, the Company received an NI 43-101 compliant resource estimate titled Mineral Resource Estimate for the Robertson Property, Lander County, Nevada report dated January 27, 2008, prepared by Beacon Hill, Robert McCusker and Jasman Yee (updated in October 2009). This resource estimate is no longer considered current.

Later in 2008, the Company commissioned Beacon Hill to not only update the Robertson Property resource estimate but to also outline a program for continued development of the Core Claims in 2008 and beyond. Beacon Hill recommended a three-pronged development approach:

1)

Additional exploratory and definition drilling to increase the resource base and the level of confidence in the resource to the indicated and/or measured categories.

2)

Complete a metallurgical program to enhance the metallurgical data.

3)

Commence a preliminary assessment study on the mineralized zones within the Robertson Property to determine which of the zones have the greater potential for viability.

Beacon Hill recommended the following drilling on the Core Claims:

Phase I: 52 RC holes ranging in depth from 500 feet to 1,200 feet and totaling 37,600 feet, to focus on:

·

39A Zone: Ten holes totaling 8,400 feet drilled along the southeast and northeast margins of the zone to test for additional high-grade mineralization.

·

Distal Zone: Ten holes totaling 12,000 feet drilled in the Distal Zone, which remains open for discovery of high-grade mineralization in all directions.

·

Altenburg Hill/South Porphyry Area: Twenty holes totaling 10,000 feet as infill and offset drilling on the northeast flank of Altenburg Hill and in the gravel- covered area south of the Porphyry Zone.

·

Triplet Gulch: Twelve wide-spaced RC holes totaling 7,200 feet to test potential continuity and grade of inferred mineralization.

- 19 -

Phase II: would consist of 21 diamond core holes (HQ diameter) ranging from 300 feet to 1,000 feet-deep and totaling 11,900 feet. The purpose of core drilling is to provide geological data on the controls of mineralization, acquire geotechnical data (RQD and specific gravity), confirm grade and continuity and provide material for metallurgical testing. Drilling has been recommended as follows:

·

39A Zone: Six "twin" core holes totaling 5,000 feet focused in areas of higher grade mineralization.

·

Distal Zone: Four pre-collared "twin" core holes totaling 2,400 feet drilled to confirm grade and geological controls.

·

Altenburg Hill/South Porphyry Area: Six (or more) "twin" core holes totaling 3,000 feet to provide ore-grade oxide mineralization for metallurgical studies and confirm the grade and continuity of mineralization.

·

Gold Pan Zone: Five shallow "twin" core holes totaling 1,500 feet drilled mainly to provide ore-grade oxide mineralization for metallurgical studies and to confirm grade, continuity and geological controls for mineralization.

In March 2008, the Company announced that it had entered into a contract for 37,600 feet of reverse circulation drilling on Robertson Property. The agreement, signed with Lang Exploratory Drilling of Salt Lake City, Utah, began in April following permit approval from the BLM. Robert McCusker supervised the drill program as the "qualified person" under NI 43-101.

In September 2008, the Company completed its reverse circulation drilling program at Robertson. The program totaled 22,835 feet of drilling in 33 vertical holes which ranged in depth from 500 to 1200 feet. The holes were located on the Altenburg Hill, South Porphyry, 39A and Distal zones in order to increase the gold resource in these zones.

Both Phase I and Phase II were aimed at expanding and upgrading the Robertson Property inferred resource.

The planned 21 diamond drill holes of Phase II ranged from 300 to 1,000 feet in depth. It was anticipated that Phase II drilling would:

1)

provide geological data on the controls of mineralization;

2)

provide geotechnical data for RQD ("Rock Quality Designation") and specific gravity;

3)

help confirm grade and continuity; and

4)

provide material for metallurgical testing.

To help derive exploration priorities to expand the current resource with the 2008 drilling campaign, a series of in-house, draft open pit shapes were modeled around the 2008 NI 43-101 compliant inferred resource.

During the fiscal year ending January 31, 2008, the Company purchased 100% interest in the 72 claims comprising the Fanny Komp/Elwood Wright lease which forms part of the core area of the Robertson Property for US$250,000.

In October 2009, the Company received a revised resource for the Robertson Property from Beacon Hill utilizing lower cut-off grades to reflect the positive movement in the price of gold over the previous three years. The revised values were based on the NI 43-101 report titled Mineral Resource Estimate for the Robertson Property, Lander County, Nevada prepared by Beacon Hill in January 2008; this report is no longer considered current.

In February 2010, the Company announced a US$1.5 million plan and budget aimed at advancing the Robertson Property towards a preliminary economic assessment Report ("PEA"). The program was to consist of 36 diamond core and 22 reverse circulation holes along with metallurgical test work. In addition, the plan focused on upgrading near-surface oxide resources in the Gold Pan, Altenburg Hill and Porphyry zones to the measured and indicated categories. The metallurgical test work was designed to help establish the suitability of the oxide mineralization in those zones for heap leaching.

- 20 -


In April 2010, SRK Consulting (US) Inc. ("SRK Consulting"), the Company's environmental compliance and permitting consultants, submitted an amended Plan of Operation ("APO") to the BLM and the Nevada Department of Environmental Protection ("NDEP") to allow the Company to carry out its 2010 work plan. A setback occurred when the BLM declined the drilling permit application because the Company's existing Environmental Assessment ("EA") was out of date. The BLM suggested that the APO be withdrawn and to revert back to a previous Plan of Operation from 2007 (the "2007 PO") that allowed drilling on certain areas of the property without any amendments. In June 2010, the APO was withdrawn. SRK Consulting was immediately commissioned to commence work on the new EA.

Despite the permitting setback, 12 RC holes at Triplet Gulch that were previously permitted under the 2007 PO were drilled in 2010.

A limited diamond drilling program at the Gold Pan and Altenburg Hill zones was also permitted under the 2007 PO. A program totaling 6,700 feet was conducted that represents the first phase of the diamond core drill program announced in the company's 2010 work plan and budget. The program was designed to verify the 2008 RC drilling assay results and provide material for metallurgical test work. The Gold Pan, Altenburg Hill and Porphyry zones represent near surface resources that could potentially be developed as an open pit/heap leach operation. Past metallurgical testing of Porphyry Zone mineralization returned favorable gold recoveries from the oxide material.

Also in 2010, Coral commissioned Beacon Hill to commence a Preliminary Economic Assessment ("PEA") that would meet the NI 43-101 standard on the Gold Pan, Altenburg Hill and Porphyry zones. The report was finalized and made public in late January 2012 and outlined steps to move the project towards pre-feasibility. (see section below titled Preliminary Economic Assessment for details)

In June 2011, the BLM accepted the fifth submission of the APO and a kick off meeting was held on July 20th, 2011. The meeting outlined the need for a new EA. In particular, the various categories to be studied in the EA including cultural, wild life, native religions, hazmat, paleontology, range management, noxious weeds, air quality, hydrology, riparian zones, migratory birds, environmental justice and socio economic issues.

Studies had been in progress since November 2010 but the EA did not officially start until July 2011. The cultural studies were done by Kautz and Co. of Reno, Nevada. Most of the other studies are by SRK out of Elko, Nevada who have overseen the entire environmental assessment.

As Coral anticipated, the work did not locate native religious sites or burial grounds etc. but the ghost mining town of Tenabo required detailed study.

Coral's cultural and wildlife surveys were sufficiently completed by the end of 2011 to allow the Company to demonstrate to the BLM that 13 proposed diamond core holes on the Porphyry zone would not impact on cultural or wildlife areas. The program consisted of 13 diamond drill core holes that twinned existing Amax Gold Inc. ("Amax") holes (circa 1990 -- 1996) and provided core for leach tests at McClelland Laboratories Inc. ("McClelland Labs") in Reno, Nevada. The holes were part of the Phase 1 drill program as proposed in the January 2012 PEA Assessmentand were designed to verify Amax's historic drilling data, and to upgrade the level of confidence in resources contained in the oxidized zones. The Phase 1 drill program represented Coral's first step towards pre-feasibility as defined by the PEA.

By July 13th, 2012 the baseline vegetation and wildlife field work had been completed and the baseline studies report was submitted to the BLM.

The BLM's response to Corals Baseline Studies was received July 27th and delivered to SRK Consultants who then supplied a response to the modifications to the Baseline Studies required by the BLM.

- 21 -

SRK reported that responses from all the various questions on vegetation, wildlife, air quality and Native American specialists had been received. As a result the Cumulative Effects Study Area's (CESA) was enlarged and SRK completed the cumulative analysis which was the final stage of the EA.

On September 24, 2012, Coral announced thatSRK had completed and submitted the EA to the BLM.

Compliance with the EA process was mandatory. The various categories studied were the subject of numerous Nevada State and US Federal laws. Fortunately not all are applicable to the Robertson property.

In September 2013, Coral received a notice from the BLM, which included the Decision on the Robertson Project Amendment to the Exploration Plan of Operations and Reclamation Permit Application and also the Finding of No Significant Impact ("FONSI").

On January 13, 2014, Coral announced that its US subsidiary, Coral Resources Inc. had received notice from the Bureau of Mining Regulation and Reclamation (BMRR) of the State of Nevada that it had approved the Plan of Amendment for Coral Resources Inc.'s Robertson Project.


The Amended Plan of Operations ("APO") was originally approved by the federal Bureau of Land Management (see news release dated Sept 16, 2013). Now that the APO has been approved by the State of Nevada (NDEP and subsidiary BMRR) Coral can proceed with drilling and other programs at Robertson.

Reclamation Activities

Following the dissolution of the option agreement with Cortez in 1999, Coral was required to post its own security for the reclamation bond for the Robertson Property and obtain a full release of Placer's guarantee of the original reclamation bond. In order to satisfy its obligations under the Option Agreement, the Company spent a large portion of fiscal year 2003 conducting reclamation on the Robertson Property to reduce its US$2,000,000 reclamation bond that Placer had guaranteed for the Company. Coral was able to obtain a release of Placer's guarantee by conducting sufficient reclamation work to reduce the bonding requirement, and by raising sufficient funds to provide satisfactory alternative security of the reclamation bond. The reclamation bond was reduced to US$786,100 during the fiscal year ended 2003, for which the Company posted cash.

In fiscal year ended 2006, with more reclamation work having been completed and accounted for, the reclamation bond was further reduced to US$228,205. In fiscal year ended 2007, with further drilling activities being proposed and performed, the required reclamation bond was increased to US$282,268. In fiscal year ended 2008, additional planned exploration activities in Nevada were approved and the required reclamation bond was increased to US$319,400 and then again in fiscal year ended 2009 up to US$389,387.

In August 2008, SRK Consulting prepared an "Aerial Survey Ground Truthing and Revised Cost Estimate" report for the Company, which following amendments and revisions were submitted to the BLM and NDEP in October 2008. The report outlined and updated results of reclamation done by the Company at the Robertson Property up to 2008.

The BLM and NDEP replied with required changes and updates in April 2009 and a revised "Aerial Survey Ground Truthing and Revised Cost Estimate" was prepared by SRK Consulting on June 10, 2009 and submitted to the BLM and NDEP.

In the Try/View area of the Robertson Property, the Company renewed the Notice of Intent to allow further deep drilling.

- 22 -

In the core area of the Robertson Property, the Company also submitted a new "Storm Water Pollution Prevention Plan" and technical report which was approved by the BLM and NDEP in June 2009.

In addition the Company authorized SRK Consulting to prepare:

(a)

a Comprehensive Permit, List and Schedules (a diary of permitting requirements); and

(b)

a memo of existing reclamation status and planning for further reclamation.

The Company spent approximately $12,750 on reclamation and maintenance in fiscal 2011, reclaiming past mining and exploration related disturbances to public lands as required by the BLM and the NDEP.

In fiscal 2012 the Company increased the reclamation bonds by US$34,600. During fiscal 2013 the Company was required to increase its reclamation bonds by a further US$58,937 as the result of receiving approval to drill 13 holes. During fiscal 2015, the Company received approval for its amended plan of operations, which required that the reclamation bonds are further increased by US$40,149.

Environmental Liabilities

In 1988-89, the Company operated a small open pit gold mining operation and heap leach facility on the Robertson Property. The resulting disturbances include three small open pit mines, waste dumps, haul roads, drill roads, open drill holes, and a 350,000 ton heap leach facility and related recovery plant. In 1994, a reclamation plan was prepared by Amax and submitted to the Battle Mountain office of the BLM. The cost to perform the reclamation of the mine site was estimated at that time to be US$2,000,000. In 2001, the Company began reclamation activities which were accelerated in 2002, with the re-contouring of waste dumps, reclamation of the leach pad, haul roads and the filling of all open drill holes. As a result of this activity, in June 2003, the BLM reducedsale, the bonding requirements for the project to US$406,000.Company recorded a gain of $5,871,719, net of transaction costs.

 

In March 2003, on behalf of the Company, SRK Consulting submitted a final plan for permanent closure of the mine with the BLM and NDEP. The closure plan was approved by both agencies. As a result of this work, during 2004 the BLM lowered the bonding requirements to US$226,205.Existing Properties

 

(i) PermittingNorma Sass Claims, Nevada

In 2002, the Company submitted and was granted a five year renewal of Water Pollution Control Permit (NEV60035) by the NDEP for the Robertson Property. This permit is now renewed annually and reports are submitted quarterly. In addition, the Company has a storm water pollution control permit which is also renewed annually.

The Company continues to conduct reclamation and exploration activities under a Plan of Operation (NV067688) approved in 1989 by the BLM, which was subsequently updated to the 2007 PO. In April 2010, SRK Consulting, submitted the APO to the BLM and NDEP to allow the Company to carry out its 2010 work plan. A setback occurred when the BLM declined the drilling permit application because the Company's existing EA was out of date. The BLM suggested that the APO be withdrawn and to revert back to a previous 2007 PO that allowed drilling on certain areas of the property without any amendments. In June 2010, the APO was withdrawn. SRK Consulting was immediately commissioned to commence work on the new EA. SRK finalized the EA and re-filed it in June 2013 which then went out for public comment which resulted in no significant challenges.

- 23 -

From 2000 to 2003, no exploration activity was conducted on the Robertson Property; however, during that period a significant amount of surface reclamation was completed on the property. As a result, any new exploration activities in reclaimed areas will require submission and approval of an Amendment to the Plan of Operation. Additionally, the National Historic Preservation Act requires that all operators on public lands conduct an archeological survey of the proposed sites of new disturbance. Much of the Robertson Property has been previously cleared under various surveys conducted by Amax. Recent and planned future exploration activities by the Company have moved outside the area covered by previous archeological surveys. It is possible that future exploration will experience delays in receiving approval because additional surveys will be required by state and federal agencies.

Geological Setting

Geologically, the Robertson Property consists of a series of relatively flat-lying, vertically stacked thrust sheets that form part of the Roberts Mountain allochthon, which is composed of siliciclastic rocks from Ordovician to the Devonian age. The district is dominated by a very thick sequence of middle to late Devonian Slaven Chert composed mainly of argillite, chert, lesser siltstone and shale, and minor intermediate volcanic rocks. Structurally overlying the Slaven Chert along the north and east sides of the district are a sequence of rusty brown weathering siltstone, sandstone and very minor limestone of the Silurian Elder Sandstone.

Intruding the thick Paleozoic sequence is an elliptical-shaped, composite granodiorite stock (or lacolith) of Eocene age. The orientation of the principal axis of the stock is approximately east-west. Associated with it are numerous dikes, sills and plugs that vary in composition from diorite, the earliest known intrusion, to rhyolite, the latest. Most of the identified gold resources, including the Porphyry, Gold Pan and 39A zones, lie along or near the northern contact of the composite stock. A series of narrow and laterally continuous (up to 1,600 feet) intrusive "pebble" dikes extend northward from the northern contact of the granodiorite stock. Near contacts with the Tertiary intrusions, many of the sedimentary and volcanic rocks, and early phases of the stock, have undergone significant thermal metamorphism, intense recrystallization, bleaching and pervasive metasomatism. Many of these rocks have been converted to layered sequences of biotite, "quartz" and calc-silicate hornfels, marble, exoskarn and endoskarn.

Mineralization at the Robertson Property is strongly controlled by a system of low and high-angle faults and related fracture zones. Brecciation associated with axial plane shear zones developed in isoclinal folds are also important hosts for mineralization. Although individual structures host ore-grade gold, higher grades commonly occur where one or more structures intersect.

Deposit Types and Mineralization

The Company has been focusing its exploration activities on four zones localized along the northern and eastern contacts of the Tenabo stock forming the general east-west trend, the Porphyry, Gold Pan, Altenburg Hill and 39A zones. The Porphyry, Gold Pan and Altenburg Hill zones occur in highly fractured hornfels and skarn units at the contact of the granodiorite stock, whereas the 39A zone is localized at the intersection of two high-angle faults in retrograde-altered hornfels.

Preliminary Economic Assessment

In 2010, Coral commissioned Beacon Hill to commence a Preliminary Economic Assessment ("PEA") that would meet the NI 43-101 standard on three of its gold deposits located on the Robertson Property. The report was finalized and made public in late January 2012 (See news release dated January 18, 2012).

In completing the study, Beacon Hill used the services of Knight Piésold Ltd., SRK Consulting (U.S.) Inc., Kaehne Consulting Ltd., Kirkham Geosystems Ltd., R. McCusker, P.Geo., and F. Wright Consulting Inc. There are a number of deposits located on the Robertson property; however, Altenburg Hill, Porphyry and Gold Pan are advanced development zones and are the subject of this PEA and based upon a combination of open pit mining methods and cyanide heap leach.

- 24 -

The results of the evaluation are as follows:

Resources and Mining

·

Est. inferred resources at a cut-off of 0.005 oz Au/t

78.2 million tons grading 0.0138 oz Au/t.

·

In situ gold

1,080,900 oz's

·

Development period to construction decision

5 years

·

Mine life

10.5 years

·

Average production rate

21,300 tpd

·

Ore to waste Strip Ratio

0.6:1

·

Leach recovery HG cut off 0.0147 oz Au/t

67%

·

Leach recovery LG cut off 0.005 to 0.0147 oz Au/t

45%

·

Saleable gold

608,000 oz's

Note: Mineral resources which are not mineral reserves do not have demonstrated economic viability. The estimate of mineral resources may be materially affected by environmental, permitting, legal, title, taxation, sociopolitical, marketing, or other relevant issues. The quantity and grade of reported Inferred resources in this estimation are uncertain in nature and there has been insufficient exploration to define these Inferred resources as an Indicated or Measured mineral resource and it is uncertain if further exploration will result in upgrading them to the Indicated or Measured mineral resource category.

Economics

Two alternatives were reviewed, owner operated and contractor operated. The results shown are after tax. Taxes are considered indicative only.

Description

 

Owner Operated ($US millions)

 

 

Contractor Operated ($US millions)

 

Development Cost

 

 

16.5

 

 

 

16.5

 

Initial Capital Cost

 

 

122.1

 

 

 

97.0

 

Ongoing Capital Cost

 

 

54.2

 

 

 

26.1

 

Average Operating Cost US$/ton mined

 

 

5.28

 

 

 

6.45

 

Results of Economic Analysis at Various Gold Prices (Owner Operated)

Gold Price US$/oz

 

 

IRR %

 

 

NPV undiscounted US$ million

 

 

NPV discounted 5%

US$ million

 

 

Payback Period

Years

 

1350

 

 

 

15.44

 

 

 

180.6

 

 

 

96.2

 

 

 

5.91

 

1500

 

 

 

20.13

 

 

 

247.2

 

 

 

147.1

 

 

 

4.72

 

1750

 

 

 

27.40

 

 

 

358.3

 

 

 

230.7

 

 

 

3.91

 

- 25 -

Results of Economic Analysis at Various Gold Prices (Contactor Operated)

Gold Price US$/oz

 

 

IRR %

 

 

NPV undiscounted US$ million

 

 

NPV discounted 5%

US$ million

 

 

Payback Period

Years

 

1350

 

 

 

15.43

 

 

 

159.4

 

 

 

85.4

 

 

 

5.94

 

1500

 

 

 

20.96

 

 

 

226.4

 

 

 

135.9

 

 

 

4.86

 

1750

 

 

 

29.18

 

 

 

337.8

 

 

 

219.7

 

 

 

3.82

 

Note: It should be noted that the economic analysis of this deposit is based upon the expenditures from the time a construction decision is taken and that all development costs to that point have been considered as sunk costs whether they have been expended or not at this time.  

The PEA is considered preliminary in nature and includes inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves. Mineral resources that are not mineral reserves have not yet demonstrated economic viability. Due to the uncertainty that may be attached to inferred mineral resources, it cannot be assumed that all or any part of an inferred mineral resource will be upgraded to an indicated or measured mineral resource as a result of continued exploration or mineral reserves once economic considerations are applied. Therefore there is no certainty that the production profile concluded in the PEA will be realized. 

The PEA indicates that the Robertson Property is one of merit that warrants further development. The first phase of this development is recommended to be exploration drilling, metallurgical test work, environmental studies and permitting and completion of a prefeasibility study. The cost of this work is estimated to be US$7.9 million as shown below.

Summary of Expenditures to Completion of Prefeasibility:

Description

Estimated Cost US$

Royalty and Regulatory Fees

351,680

Exploratory and definition drilling

2,817,000

Metallurgical test work program

900,000

Environmental program

1,826,138

Preliminary Feasibility Study

1,495,000

Contingency

510,182

Total

7,900,000

Exploration and definition drilling consists of the following:

The Phase I should consist of drilling 40 HQ diameter diamond core holes and 42 RC holes having an average depth of 400-500 ft and totaling about 40,000 ft in the;

1.

Porphyry Zone: "Twinning" 10 percent (20 holes) of the historic drill holes by diamond core drilling to determine if "historic" Amax drilling data can be used with confidence to upgrade the level of confidence in the resources. In addition, a further 17 RC holes, totaling about 7,600 ft, to be drilled along the west and south boundaries of the Porphyry Zone to test for possible extensions to mineralization.

2.

Altenburg Hill/South Porphyry Area: Twenty-five RC holes totaling 12,400 ft.

3.

Gold Pan Zone: Twenty wide-spaced diamond core holes totaling 10,000 ft to verify continuity and grade retuned in historic drilling.

4.

Altenburg Hill/South Porphyry: Based on results on the Phase I RC drilling follow up diamond core drilling (20 holes) is to be conducted in this area

- 26 -

The proposed metallurgical test work consists of variability testing and will be performed on samples obtained both spatially and at depth for the oxide and transition to sulfide ore zones. This work will encompass;

·

prepare composite material representing larger zones of each deposit to define the crush size and other process conditions;

·

crushing work index and abrasion testing;

·

mineralogical evaluation of column feed and products;

·

extensive column work to determine optimum crush size and other process conditions;

·

similar testing as was performed on oxide materials to be done on sulfide and transition zone materials;

·

additional processing parameters to be investigated including reagent use and concentrations;

·

leach evaluation on material that is below the cut-off grades of the various deposits which was classified as waste based on dump leaching of run of mine, low grade materials;

·

laboratory test work on up to 10 tonnes of 100% minus 300 mm (~12") feed.

Note also that the PEA concerns only the relatively shallow portions of these three deposits: Gold Pan, Porphyry and Altenburg Hill. Other deposits such as Distal, 39A, Triplet Gulch and a zone to the east of Gold Pan were not part of this study. However, all deposits form part of the 2011 calculation of the resources by Beacon Hill using a base case of US$1,350 per ounce. (Inferred mineral resource of 191 million tonnes @ 0.0143 oz Au/ton containing a total of 2.741 million ounces). It should be noted the resources are reported with consideration for their reasonable expectation of economic extraction as defined using an optimized pit shell.

The PEA also shows the logistical advantages of the Robertson Property, namely:

·

Nevada State Highway 305, a paved all weather road which is the main access to Barrick's Cortez Operations (adjoins the Robertson Property to the south) crosses the south east corner of the property;

·

A network of gravel roads give easy access to the gold resources at the Robertson Property;

·

The gold resources are on the south east edge of the Shoshone Range. The leach pads can be built on the basinal flat land, only a short haul from the planned pits;

·

The electric power transmission line which supplies Cortez, parallels State Highway 306 and crosses the Robertson Property. The proposed gold recovery plant would be built adjoining the power transmission line. (ie. internal power lines will be very short);

·

Workers at Cortez are bussed from Elko for a 12 hour shift, four day work week. Personnel at the Robertson Property would enjoy a slightly shorter commute from Elko or alternatively, they could live in Crescent Valley, Nevada, eight miles distant on the State Highway 306.

Mineral Resource Estimates

In 2007, Beacon Hill was commissioned by the Company to update the resource estimate on the Robertson Property. The purpose of the study was to incorporate additional drilling completed in 2006 in an updated resource estimate and to establish a program for continued development and provide a basis for a subsequent technical report. The final NI 43-101 compliant report, Mineral Resource Estimate for the Robertson Property, Lander County, Nevada report was received by the Company in February 2008.

In October 2009, the Company received the revised resources for the Robertson Property from Beacon Hill utilizing lower cut-off grades to reflect the positive movement in the price of gold over the previous three years. The revised values were based on the NI 43-101 report titled Mineral Resource Estimate for the Robertson Property, Lander County, Nevada prepared by Beacon Hill in January 2008.

- 27 -

Coral's current NI 43-101 compliant inferred resource estimate at the Robertson property was calculated in the 2012 PEA Report by Coral's independent engineering firm, Beacon Hill Consultants (1988) Ltd. ("Beacon Hill"). Gold ounces were calculated on the basis of US$1,350/oz Au and 70% Au recovery. The 0.0067 ozAu/t cut-off grade utilized to report the resource was derived from a mining cost of US$1.02/ton, process cost of US$5.00/ton and waste cost of US$1.14/ton. The mineral resources in the table below were estimated using the CIM Standards on Mineral Resources and Reserves:

Zone

 

 

Tons

 

 

Ounces per Ton

 

 

Ounces of Au (Inferred)

 

39 A

 

 

26,779,714

 

 

 

0.023

 

 

 

615,933

 

GP Oxide

 

 

 

21,939,550

 

 

 

0.0127

 

 

 

278,632

 

GP Sulphide

 

 

 

48,759,224

 

 

 

0.0119

 

 

 

580,235

 

Porphyry Oxide

 

 

 

59,707,994

 

 

 

0.0137

 

 

 

818,000

 

Porphyry Sulphide

 

 

 

9,817,623

 

 

 

0.0132

 

 

 

129,593

 

Altenburg Hill Oxide

 

 

 

23,170,083

 

 

 

0.0131

 

 

 

303,528

 

Altenburg Hill Sulphide

 

 

 

178,279

 

 

 

0.0087

 

 

 

1,551

 

Triplett Gulch Sulphide

 

 

 

678,279

 

 

 

0.0152

 

 

 

10,310

 

East Zone Sulphide

 

 

 

694,672

 

 

 

0.0171

 

 

 

11,879

 

Total

 

 

 

191,725,418

 

 

 

0.0143

 

 

 

2,741,673

 

Note: Mineral resources which are not mineral reserves do not have demonstrated economic viability. The estimate of mineral resources may be materially affected by environmental, permitting, legal, title, taxation, sociopolitical, marketing, or other relevant issues. The quantity and grade of reported Inferred resources in this estimation are uncertain in nature and there has been insufficient exploration to define these Inferred resources as an Indicated or Measured mineral resource and it is uncertain if further exploration will result in upgrading them to the Indicated or Measured mineral resource category.

Proposed Exploration

The Company believes that there is a potential for discovery of additional mineral resources on the Robertson Property. The Company plans to continue to explore the Robertson Property or seek third party partners for further exploration.

(ii)

Gold Ridge Property, Nevada, U.S.A.

Property Description and Location

The Gold Ridge Property consists of 135 claims covering approximately 2.5 square miles, and is adjacent to the western side of the Robertson claim block located in North Central Nevada on the Cortez Gold Trend. The property was initially comprised of 107 claims but was partly re-staked following the 2014 agreement with Barrick that is outlined below.

There is no underground or surface plant or equipment located on the Gold Ridge Property, nor any known body of commercial ore.

History and Exploration

During 2007, the Company completed two deep flooded reverse circulation drill holes on the Gold Ridge Property, TV07-1 and TV07-2, to depths of 2,990 feet and 3,450 feet, respectively. The drilling was designed to test the lower plate of the Roberts Mountains thrust fault ("RMTF") for high-grade Carlin-type mineralization hosted by favorable carbonate strata. TV07-1 intersected a thick sequence of fine grained siliceous sedimentary and volcanic rocks followed by biotite and quartz hornfels equivalents in the upper plate of the RMTF. Although the hole failed to reach the lower plate of the RMTF, it did intersect a number of narrow low-grade zones. TV07-2 was collared along a dike-filled splay of the Try fault zone and intersected a sequence of mostly fine grained siliceous sedimentary rocks and hornfels to 3,080 feet, at which point altered and mineralized limy mudstone in the lower plate was encountered. Beginning at 3,080 feet, the hole returned 200 feet of weakly to strongly anomalous gold values ranging from 0.031 to 2.190 ppm gold, including four 10-foot-thick intervals that exceed 0.01 oz Au/t.

- 28 -

Follow up mapping, rock sampling, and infill gravity surveys in 2008 lead to the Company's identification of a new lower plate target zone that extends from the Company's deep hole, 2 km to the south.

In March 2014, Coral entered into an option, joint venture and private placement agreement with Barrick Gold Corporation ("Barrick") pursuant to which Barrick was granted an option to earn up to an undivided 60% interest on the Company's Gold Ridge Property in consideration for Barrick incurring US$12,000,000 in exploration expenditures over a five year period. In addition, Barrick had the option to increase its interest by an additional 15% for an aggregate undivided 75% interest by preparing and delivering to the Company a scoping study. The Option Agreement also provided that upon Barrick exercising its option, a 60%/40% or a 75%/25% joint venture between the parties would have been established in order to further explore the Gold Ridge Property.

During 2014, Barrick drilled 3 holes at Gold Ridge, however, in May 2015, Coral announced that it had received notice of termination from Barrick on the Gold Ridge Exploration and Option to Joint Venture agreement due to budgetary constraints.

The purpose of the 2014 drilling at Gold Ridge was to test a strong surface gold (up to 9.4 ppm) and Carlin-type trace element anomaly located 4.5 km north of the Pipeline mine. It was proposed that this anomaly (Ridge anomaly), defined by soil and rock chip samples, represented the surface expression of a Carlin-type system hosted by favorable carbonate rocks in the lower plate of the Roberts Mountains Thrust Fault. The second was a structural target defined by intersecting sets of west-northwest and north-northwest striking dikes and a surface gold anomaly (up to 6.06 ppm), located 1.5 km west of the Tenabo granodiorite stock.

Three vertical diamond core holes, RGR-0001D through RGR-0003D, were completed to depths of between 955 m and 1,255 m, for a total of 3,191 m. Selected analytical results for the three holes are reported in the table below.

Two holes, RGR-0001D and RGR-0003D were designed to test the Ridge anomaly. RGR-0001D was collared on Gold Ridge along the north edge of a significant surface rock chip and soil anomaly (Ridge anomaly) and drilled to a depth of 981 m. RGR-0003D was offset 451 m southwest of RGR-0001D and completed to a depth of 955 m. Both holes returned scattered anomalous Au value up to 0.698 ppm and 0.573 ppm, respectively, along with several narrow intervals exhibiting Carlin-type geochemical signatures. The holes encountered a mostly siliciclastic sequence dominated by mudstone and chert and disrupted by major west dipping thrust faults in the upper 450 m. All of the intervals exhibiting a Carlin-type geochemistry are spatially associated with thrust faults. Neither hole intersected significant gold values or lower plate carbonate rocks.

Hole RGR-0002D was collared about 1.6 km north of RGR-0001D and 1.16 km south of TV07-2, a deep hole drilled by Coral in 2007. The hole was drilled to a depth of 1,255 m and was located near the structural intersection between west-northwest and north-west striking dike swarms. RGR-0002 encountered a significant number of anomalous gold intercepts including one 5-ft-thick interval that returned 36.3 ppm (1.06 oz Au/t). Most of the higher grade Au values (>0.34 ppm), including the high-grade intercept, are hosted by retrograde-altered calc-silicate hornfels replacing calcareous strata of the Ordovician Valmy Fm. Accompanying gold are anomalous levels of Se (up to 35 ppm), Bi (up to 114 ppm), Te (up to 34.8 ppm), Co (up to 119.5 ppm) as well as Ag (62.9 ppm), Cu (6,490) and As (978 ppm). The strong association of gold in RGR-0002D with zones of retrograde-altered hornfels, as well as the overall metal association (Au-As-Cu, Fe, Bi-Se-Te, Co and Ag) is strongly suggestive of distal skarn-type mineralization. The upper 900 m of RGR-0002D are dominated by an interbedded sequence of mudstone, chert and minor limestone intruded by numerous dikes ranging from granodiorite to rhyolite. Beginning at a depth of about 1,067 m and continuing to at least 1,130 m, RGR-0002D encountered a major shear zone interpreted to be the Roberts Mountains Thrust Fault. From about 1,090 m, rocks within the shear zone become increasingly calcareous and are thought to represent lower plate carbonate rocks. This interpretation is supported by a single conodont fossil age determination.

Analytical results for selected intervals from holes RGR-0001D through RGR-0003D. All values are in parts per million (ppm).

- 29 -

RGR-0001D

From
(m)

 

 

To
(m)

 

 

Length
(m)

 

 

Au

 

 

Ag

 

 

As

 

 

Sb

 

 

Hg

 

 

Tl

 

 

Cu

 

 

Pb

 

 

Zn

 

1.6

 

 

 

4

 

 

 

2.4

 

 

 

0.259

 

 

 

1.24

 

 

 

677

 

 

 

35.8

 

 

 

0.89

 

 

 

0.25

 

 

 

39.1

 

 

 

16.3

 

 

 

137

 

10.1

 

 

 

11.6

 

 

 

1.5

 

 

 

0.504

 

 

 

1.39

 

 

 

341

 

 

 

132

 

 

 

7.07

 

 

 

0.64

 

 

 

26.2

 

 

 

18.2

 

 

 

35

 

673

 

 

 

681.4

 

 

 

8.4

 

 

 

0.343

 

 

 

2.25

 

 

 

962

 

 

 

7.3

 

 

 

0.096

 

 

 

0.23

 

 

 

141

 

 

 

18.9

 

 

 

222

 

931.4

 

 

 

932.4

 

 

 

1.1

 

 

 

0.625

 

 

 

13.4

 

 

 

830

 

 

 

30.5

 

 

 

0.59

 

 

 

0.83

 

 

 

215

 

 

 

3170

 

 

 

4910

 

942.1

 

 

 

943.7

 

 

 

1.6

 

 

 

0.541

 

 

 

1.84

 

 

 

1.7

 

 

 

2.2

 

 

 

0.02

 

 

 

0.23

 

 

 

848

 

 

 

68

 

 

 

225

 

RGR-0002D

From
(m)

 

 

To
(m)

 

 

Length
(m)

 

 

Au

 

 

Ag

 

 

As

 

 

Sb

 

 

Hg

 

 

Tl

 

 

Cu

 

 

Pb

 

 

Zn

 

185.4

 

 

 

186.9

 

 

 

1.5

 

 

 

3.8

 

 

 

2.59

 

 

 

5,320

 

 

 

43.2

 

 

 

0.32

 

 

 

0.72

 

 

 

112

 

 

 

82

 

 

 

598

 

638.72

 

 

 

644.82

 

 

 

6.1

 

 

 

10.71

 

 

 

1.67

 

 

 

13.86

 

 

 

1.48

 

 

 

0.01

 

 

 

0.17

 

 

 

231

 

 

 

21

 

 

 

155

 

Including

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

643.29

 

 

 

644.82

 

 

 

1.53

 

 

 

36.3

 

 

 

2.58

 

 

 

1.4

 

 

 

1.21

 

 

 

0.038

 

 

 

0.11

 

 

 

171

 

 

 

61.1

 

 

 

45

 

650.9

 

 

 

658.5

 

 

 

7.6

 

 

 

0.168

 

 

 

16.31

 

 

 

83.6

 

 

 

3.46

 

 

 

0.035

 

 

 

1.02

 

 

 

1971

 

 

 

36.7

 

 

 

156

 

780.5

 

 

 

783.5

 

 

 

3

 

 

 

1.5

 

 

 

1.74

 

 

 

24

 

 

 

1.5

 

 

 

0.008

 

 

 

1.1

 

 

 

491

 

 

 

18.8

 

 

 

53

 

910.1

 

 

 

913.1

 

 

 

3

 

 

 

1.32

 

 

 

1.24

 

 

 

1,265

 

 

 

6.7

 

 

 

0.014

 

 

 

1.8

 

 

 

263

 

 

 

13.4

 

 

 

295

 

1,057.8

 

 

 

1,070.1

 

 

 

12.3

 

 

 

0.306

 

 

 

2.66

 

 

 

1,019

 

 

 

2.71

 

 

 

0.12

 

 

 

0.96

 

 

 

573

 

 

 

15.7

 

 

 

117

 

1,109.8

 

 

 

1,114.3

 

 

 

4.6

 

 

 

0.363

 

 

 

0.38

 

 

 

961

 

 

 

2.04

 

 

 

0.007

 

 

 

1.56

 

 

 

34.6

 

 

 

13.7

 

 

 

76.3

 

RGR-0003D

From
(m)

 

 

To
(m)

 

 

Length
(m)

 

 

Au

 

 

Ag

 

 

As

 

 

Sb

 

 

Hg

 

 

Tl

 

 

Cu

 

 

Pb

 

 

Zn

 

377.4

 

 

 

417.1

 

 

 

39.6

 

 

 

0.079

 

 

 

0.79

 

 

 

230

 

 

 

23.3

 

 

 

0.37

 

 

 

1.44

 

 

 

36

 

 

 

14.9

 

 

 

96

 

Including

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

395.6

 

 

 

414.0

 

 

 

18.4

 

 

 

0.046

 

 

 

0.33

 

 

 

465

 

 

 

49.2

 

 

 

0.8

 

 

 

1.93

 

 

 

35.8

 

 

 

6.6

 

 

 

57

 

578.7

 

 

 

584.8

 

 

 

6.1

 

 

 

0.19

 

 

 

0.73

 

 

 

48

 

 

 

3.5

 

 

 

0.007

 

 

 

1.13

 

 

 

214

 

 

 

11.3

 

 

 

175

 

The sample preparation, gold assays and multi-element analyses were done by ALS Minerals. Gold assays were by inductively coupled plasma with atomic emission spectroscopy. This analytical method has a 0.001 ppm lower limit of detection. Samples with gold values exceeding 10.0 ppm were assayed using gravimetric determinations. Multi-element analyses were by four acid digestion of samples followed by mass spectroscopy determinations.

- 30 -

Proposed Exploration

In May 2015, Coral received a report summarizing the results of the 2014 Barrick Drilling Program prepared by Robert T. McCusker, P. Geol., Coral's Qualified Person for this project. Mr. McCusker makes the following recommendations for further exploration of the Gold Ridge property:

Ridge Anomaly

At the Ridge Anomaly, Hole RGR-0003D intersected a 130-ft.-thick zone of weakly anomalous gold values (up to 0.4ppm) from 1,238 ft., accompanied by locally anomalous levels for As (up to 745 ppm), Sb (up to 89 ppm), Hg (up to 1 ppm), and correspondingly low levels for Cu-Pb-Zn. This weakly mineralized zone is partly hosted by calcareous rocks in the Valmy Fm in the immediate footwall of a west-dipping imbricate fault in the hanging wall of the Abyss fault.

Recommendations as follow-up to the 2014 Ridge anomaly drilling:

·

Complete detailed geological mapping of the area.

·

Undertake additional surface sampling focusing on faults.

·

Drill at least one additional core hole located on either the Coral 75 claim (Coral 100%) or the Coral 58 claim with the Excluded claim block (Barrick 61%, Coral 39%).

·

The core hole should be drilled vertical to a depth of at least 2,000 ft.

June Gulch Area

In the June Gulch area, drill hole RGR-0002D returned numerous significant gold intercepts including a single five-foot-thick interval that assayed 34.4 ppm gold. Most of the higher anomalous gold values (>0.34 ppm) occur in retrograde-altered calc-silicate hornfels suggesting both a spatial and genetic relation to the Tenabo porphyry system. Additionally, dike-filled segments of the Try fault zone transect the entire district from the western edge of Crescent Valley to Indian Creek, creating a major conduit for hydrothermal fluids.

Recommendations as follow-up to the 2014 June Gulch drilling:

·

Complete additional rock chip and dump sampling in the upper June Gulch and adjacent Mill Gulch areas. This should include sampling the numerous small dikes and fault zones.

·

Continue mapping in these areas focusing on dikes and structures.

·

Consider offsetting RGR-0002D with three core holes drilled to depths of at least 2,000-2,500 ft., depending on collar elevation.

Lower Plate Exploration

The 2014 Gold Ridge deep drilling did not include offsetting the intercept in Coral's 2007 hole, TV07-2, which encountered strongly anomalous Au values up to 2.19 ppm, accompanied by Carlin-type geochemistry in lower plate carbonate rocks. It is recommended that the mineralized zone intersected in TV07-2 be offset by two diamond core holes. This should include re-entry of TV07-2 and deflecting a hole to the southwest from a depth of about 1,500 ft. A second pre-collared vertical hole should be located 1,200 ft. south of TV07-2 and drilled to a depth of at least 3,500 ft. The purpose of the two holes is to test the potential for higher grade Carlin-type mineralization in the lower plate rocks closer to dike-filled high-angle fault segments in the Try fault zone.

·

Using a TH-75 or equivalent RC drill, re-enter and clean out TV07 to a depth of 1,500 ft. and set casing and a wedge.

·

Using HQ-diameter core, re-enter the cased hole and deflect the hole up to 10° to the southwest at least 2,000 ft.

·

Using a TH-75 or equivalent RC drill rig, drill and case a 1,500-ft.-deep vertical pre-collar hole located 1,200 ft. south of TV07-2.

·

Using HQ-diameter core, re-enter pre-collared hole and deepen to 3,500 ft.

*The information in this Annual Report with respect to the 2014 Gold Ridge Property Exploration program relates to exploration data provided to Coral by Barrick, but does not reflect Barrick's interpretation, assessment or characterization of the data. The geologic interpretations, assessments and characterizations in this Annual Report are solely those of Coral and should not be attributed to Barrick.

- 31 -

(iii)

Excluded Claims, Nevada, U.S.A.

Property Description and Location

The excluded claims consist of 161 claims covering 2700 acres and are located 4,000 feet north of Barrick's pipeline mine and are connected to the Gold Ridge Property along their north east boundary.

History and Exploration

Under the terms of an Exploration and Mining Venture Agreement dated July 11, 1997, Barrick Cortez Gold Mines, ("Barrick Cortez") formerly Placer, holds an undivided 61% interest and the Company has a 39% interest carried to production in the Excluded Claims.

Beginning in 1997 and continuing through 1998, Barrick Cortez conducted a series of exploratory drilling programs on the Carve-Out Claims with limited success. In 2002, the Company conducted a drilling program on the Excluded Claims with follow-up drilling in the immediate vicinity of existing drill holes with mixed results. To date, no significant mineral resources have been discovered on the Excluded Claims. However, the wide-space deep drilling has established the presence of scattered significant gold values, anomalous levels of Carlin-type trace elements, key structural components and the occurrence of a preferred host strata.

The Company plans to rely on Barrick Cortez to further explore the property for mineral resources and no further work on the Carve-Out Claims is proposed at this time.

There is no underground or surface plant or equipment located on the Excluded Claims, nor any known body of commercial ore.

(iv)

Norma Sass and Ruf Claims, Nevada, U.S.A

 

Property Description and Location

 

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

 

History and Exploration

 

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

 

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

 

 
- 32 -
14
 
Table of Contents

 

Agnico-Eagle mobilized a reverse circulation drill supplied by Lang Exploratory Drilling of Elko, Nevada to the Norma Sass property on May 15, 2006.  Drilling commenced on the lander ranch target area and Agnico-Eagle drilled 15,000 feet in 12 to 15 holes on the Norma Sass and related properties. In February 2007, Agnico-Eagle notified the Company that it would not be continuing its option on the Company'sCompany’s Norma Sass, Lander Ranch and Blue Nugget properties because of other corporate priorities. The Company was pleased with the work done by Agnico-Eagle as they successfully showed depths to the lower plate sequence across the Norma Sass ground and extended the area of gold mineralization at Lander Ranch.

 

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

 

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

 

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

 

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

 

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

 

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

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

 

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

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

 

Property Description and Location

 

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

 

History and Exploration

 

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

 

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

 
- 33 -
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(vi)(iii) Eagle Claims, Nevada, U.S.A.

Eagle Claims, Nevada, U.S.A.

 

Property Description and Location

 

The Eagle Claims consist of 45 lode mineral claims, and are located at Corral Canyon, in Lander County, Nevada, approximately 10 kilometers7 miles north-northwest of Barrick'sBarrick’s Cortez gold mine and comprise a total of approximately 646 acres. The Eagle Claims are approximately three miles west of Crescent Valley, Nevada, and approximately 18 miles southeast of Battle Mountain, Nevada. Access to the Eagle Claims from Elko, Nevada, a regional mining supply center, is via Highways 80 and 306, a distance of approximately 56 miles and then an additional 8 miles on a gravel access road from the community of Crescent Valley. A four-wheel drive vehicle is usually necessary to access all roads on the property.

 

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

 

History and Exploration

 

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

 

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

(iv) Ludlow Property, California, U.S.A.

Ludlow Property, California, U.S.A.

 

Property Description and Location

 

The Company owns certain mining properties consisting of approximately 128 acres in San Bernardino County, California, referred to as the "Ludlow Property"“Ludlow Property”.  The property is located approximately six miles south of Ludlow, California, and is readily accessible by dirt road from Ludlow.  Ludlow lies at the western junction of U.S. Highway 40 and Route 66.  Old wagon roads allow any part of the property to be reached by an easy walk.  The Ludlow property has previously been explored as evidenced by trenches, pits and shallow shafts and adits.  The only recorded data relating to previous exploration applies to the Baghdad-Chase Mine which lies approximately two kilometers to the south of the Ludlow Property.

 

History and Exploration

 

There has been no underground exploration or development work done on the claims by the Company other than geochemical soil sampling and, to the Company'sCompany’s knowledge, there is no record of the previous work carried out on the claims as indicated by the evidence of trenches, pits and shallow shafts and adits that are located thereon. No exploration work has been performed on the property for the past five fiscal years.  In order to keep the mining title to the Ludlow Property in good standing, the Company is required to pay property taxes. The Company has written down the Ludlow Property to a nominal value.  There is no surface or underground plant or equipment on the Ludlow Property, nor any known body of commercial ore.

- 34 -
Subsequent to fiscal year end, the Company decided to let all of the Ludlow mining claims lapse.

 

ItemItem 4A. Unresolved Staff Comments

 

Not Applicable.

 

ItemItem 5. Operating and Financial Review and Prospects

 

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

 

A.
A.Operating Results

Operating Results

 

Year ended January 31, 20162018 compared to the year ended January 31, 20152017

 

Operating and administrative expenses

 

Operating and administrative expenses were $642,193$1,375,982 for the year ended January 31, 20162018 compared to $538,469$580,066 for the year ended January 31, 2015,2017, an increase of $103,724.$795,916. Increases in administrative and operating costs compared to the year ended January 31, 20162017 include $212,519a comparatively higher number of stock options granted during the year ended January 31, 2018, resulting in impairmentan increase to the related share-based payments of exploration and evaluation assets, and $26,867$557,385. Increases in salaries and benefits. Decreases inother administrative and operating costs compared to the year ended January 31, 20152017 include an increase of $79,585 in consulting fees, $124,500 in management fees, $46,343 in listing and filing fees, and $67,987 in salaries and benefits. The increases above are a comparatively lower numberresult of stock options granted resulting in a decreaseincreased corporate activity due to the sale of the Robertson Properties, and the related share-based payments of $102,021, a decrease of $26,827 in office and miscellaneous, and a decrease of $16,068 in consulting fees.disclosure requirements associated with this corporate activity.

 

Income
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Income/Loss for the year

 

The netNet income for the year ended January 31, 20162018 was $50,521$2,015,340 compared to net incomeloss of $527$981,139 for the year ended January 31, 2015, an increase in net income2017, a change of $49,994.$2,996,479. The increasemovement was primarily due to athe gain on sale of exploration and evaluation assets, and the related current and deferred income tax recovery which was $193,280 higher than the previous year,expense, less the effects of higherlower operating and administrative expenses described above.above, as well as movements in foreign exchange throughout the year. During the year ended January 31, 2016,2018, the Company recorded a gain on sale of exploration and evaluation assets of $5,871,719, finance income relating to the Company’s royalty receivable of $117,379, a gain on sale of investments of $93,693, and a loss on sale of fixed assets of $34,183, with no comparable transactions in the previous year. During the year ended January 31, 2018 the Company recorded a foreign exchange loss of $9,714, as$907,286, compared to a gain of $28,798$21,927 during the year ended January 31, 2017. The movements in foreign exchange are directly related to the changes in the previous year. DeferredCanadian dollar to US dollar rate from the closing of the sale of the Robertson property, to the Company’s reporting period end of January 31, 2018. Current income tax recoveryexpense was $476,720$2,751,000 for the year ended January 31, 20152018, compared to a$Nil in the year ended January 31, 2017. The movement in current income tax relates directly to the sale of exploration and evaluation assets. Deferred income tax recovery of $670,000was $1,001,000 for the current year.year ended January 31, 2018, compared to an expense of $423,000 for the year ended January 31, 2017, a movement of $1,424,000 reflecting changes in temporary differences, and the sale of exploration and evaluation assets during the period. Deferred tax recovery arises due to differences in the carrying values of assets and liabilities and their tax values and the Company'sCompany’s ability to utilize any of its deferred income tax assets to offset the deferred income liability.

Year ended January 31, 2017 compared to the year ended January 31, 2016

Operating and administrative expenses

Operating and administrative expenses were $580,066 for the year ended January 31, 2017 compared to $642,193 for the year ended January 31, 2016, a decrease of $62,127. Decreases in administrative and operating costs compared to the year ended January 31, 2016 include no impairment of mineral properties in the current year resulting in a decrease in impairment expense of $212,519, as well as a comparatively lower number of stock options granted resulting in a decrease to the related share-based payments of $149,277, and a decrease of $16,164 in regulatory and compliance fees. Increases in administrative and operating costs compared to the year ended January 31, 2016 include $148,445 in professional fees, $90,279 in investor relations, $29,396 in office and miscellaneous, $18,439 in salaries and benefits, $15,252 in consulting fees, and $13,253 in travel costs. The increases above are a result of increased corporate activity due to the ongoing negotiations of the sale of the Robertson Properties.

Income/Loss for the year

The net loss for the year ended January 31, 2017 was $981,139 compared to net income of $50,521 for the year ended January 31, 2016, a change of $1,031,660. The movement was primarily due to increases in deferred income tax expense, less the effects of lower operating and administrative expenses described above. During the year ended January 31, 2017, the Company recorded a gain on foreign exchange of $21,885, as compared to a loss of $9,714 in the previous year. Deferred income tax recovery was $670,000 for the year ended January 31, 2016 compared to an expense of $423,000 for the current year, a movement of $1,093,000 reflecting foreign exchange changes in value of tax losses. Deferred tax recovery arises due to differences in the carrying values of assets and liabilities and their tax values and the Company’s ability to utilize any of its deferred income tax assets to offset the deferred income liability. During the year ended January 31, 2015,2017, the Company recognized a gain on sale of investment of $7,130did not recognize any gains on the sale of 20,000 sharesinvestments or on the forgiveness of a related party company,debts, compared to a gain on sale of investmentinvestments of $27,059 in 2016 on the sale of 79,071 shares of the related party company. During the prior year ended January 31, 2015, the Company recognizedcompany, as well as a gain on settlement of debt of $25,719, and in the current year recognized gain on forgiveness of debt of $5,250.

Year ended January 31, 2015 compared to$5,250 during the year ended January 31, 20142016.

Operating and administrative expenses

Operating and administrative expenses were $538,469 for the year ended January 31, 2015 compared to $860,517 for the year ended January 31, 2014, a decrease of $322,048. Decreases in administrative and operating costs compared to the year ended January 31, 2014, include decreases of $498,000 in impairment of exploration and evaluation assets, $24,705 in investor relations and shareholder information costs, and $48,970 in salaries and benefits. Additionally, the decrease of corporate activity resulted in decreases in most other expenses. An option grant and the related share-based payments of $259,163 increased the otherwise significantly reduced operating and administrative expenses.

 

 
- 35 -
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Income for the year

Currency Fluctuations

 

The income for the year ended January 31, 2015 was $527 compared to a loss of $50,871 for the year ended January 31, 2014, a decrease in loss of $51,398. The decrease was primarily due to a decrease in operating and administrative expenses of $322,048 as noted above. During the year ended January 31, 2015, the Company recorded a gain in foreign exchange of $28,798 as compared to a gain of $7,903 in the previous year. Deferred income tax recovery was $647,855 for the year ended January 31, 2014 compared to a recovery of $476,720 for the current year. A deferred tax recovery or expense arises due to differences in the carrying values of assets and liabilities and their tax values and the Company's ability to utilize any of its deferred income tax assets to offset the deferred income liability. During the year ended January 31, 2014, the Company recognized a gain on sale of investment of $107,300 on the sale of 370,000 shares of a related party compared to a gain on sale of investment of $7,130 in 2015 on the sale of 20,000 shares of a related party.

Currency Fluctuations

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

 

B.

B. Liquidity and Capital Resources

Currently, the Company has no operating income, but is earning interest income on its entire cash holdings. Historically, the Company has funded its operations through equity financings and the exercise of stock options and warrants.

 

At January 31, 2016,2018, the Company had working capital of $470,078$15,296,877 and cash and cash equivalents of $599,964.$14,321,433. The Company also holds term deposits of $3,694,415, with maturity dates within one year.

 

During the year ended January 31, 2016,2018, the Company received $250,000 for$96,760 from the issuance of 5,000,000 units in non-brokered private placements, each unit consistingcommon shares from the exercise of one common shareoptions and one non-transferable share purchase warrant exercisable at $0.10 for a period of two years.warrants. These funds will be used to maintain the Company's existing operations and for general working capital requirements. The Company is in the exploration stage. The investment in and expenditures on the mineral property comprise substantially all of the Company'sCompany’s assets. The recoverability of amounts shown for its mineral property interest and related deferred costs are dependent upon the continued support of its directors, the discovery of economically recoverable reserves, and the ability of the Company to obtain the financing necessary to complete development and achieve profitable operations in the future. The outcome of these matters cannot be predicted at this time.

 

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

 

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

Research and Development, Patents and Licenses, etc.

 

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

 

- 36 -
D. Trend Information

D.

Trend Information

 

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

 

E.E. Off-Balance Sheet Arrangements

Off-Balance Sheet Arrangements

 

The Company has no off-balance sheet arrangements.

 

F.

Tabular Disclosure18

Table of Contractual Obligations

Contents

F. Tabular Disclosure of Contractual Obligations

 

As at January 31, 2016,2018, the Company had the following contractual obligations:

 

 

Payment due by period

 

 

Total

 

 

<1 year

 

 

1-3 Years

 

 

3-5 Years

 

 

More than 5 years

 

 

Payment due by period

 

 

Total

 

<1 year

 

1-3 Years

 

3-5 Years

 

More than 5 years

 

Trade payables and other payables

 

$148,637

 

$148,637

 

$

-

 

$

-

 

$

-

 

 

$88,168

 

$88,168

 

$-

 

$-

 

$-

 

Reclamation Provision

 

645,153

 

 

-

 

 

645,153

 

 

-

 

 

-

 

Current Tax Liability

 

2,751,000

 

2,751,000

 

-

 

-

 

-

 

Deferred Tax Liability

 

 

620,000

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

620,000

 

 

 

42,000

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

42,000

 

Total

 

$1,413,790

 

 

$148,637

 

 

$645,153

 

 

$

-

 

 

$

620,000

 

 

$2,881,168

 

 

$2,839,168

 

 

$-

 

 

$-

 

 

 

42,000

 

 

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

 

As of January 31, 2016,2018, the Company had no other contractual obligations.

 

G.Legal Proceedings

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

Dividend Policy

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

G. Safe Harbor

Safe Harbor

 

All information that is not historical in nature disclosed under "Item“Item 5 – Operating and Financial Review and Prospects"Prospects” is deemed to be a forward looking statement. See "Forward-Looking Statements"“Forward-Looking Statements” for additional information.

19
Table of Contents

 

Item 6. Directors, Senior Management and Employees

 

A.A. Directors and Senior Management

Directors and Senior Management

 

The following is a list of the Company'sCompany’s directors and senior management as at June 8, 2016.May 31, 2018. The directors are elected for a term of one year at the annual meeting of shareholders. This year'syear’s annual meeting will be held on July 22, 2016.19, 2018.

 

Name

- 37 -

 

NamePosition Held

Position HeldPrincipal Occupation

Principal Occupation

Director/Officer Since

Ronald Andrews

Director

Director of Berkley Renewables Inc. and North Coast Live Insurance Company.Bonner Mall Partnership. Owner and operator of Andrews Orchards

January 2010

Chris Sampson

Vice President Exploration and Director

Director and Vice President Exploration of the Company; Professional Engineer.

January 1996

David Wolfin

Director, President &

Chief Executive Officer

Director, President and CEO of the Company, Gray Rock Resources Ltd. and Avino Silver & Gold Mines Ltd.; and Director of Berkley Renewables Inc., and Great Thunder Gold Corp. and Cresval Capital Corp.

September 1997

Gary Robertson

Chairman and Director

Certified Financial Planner, Director of the Company and Director of Avino Silver & Gold Mines Ltd., Levon Resources Ltd., and Sage Gold Inc.

July 2003

Andrew Kaplan

Director

Business Consultant

July 2012

Dorothy Chin*

Dorothy Chin

Corporate Secretary

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

July 2015

Malcolm Davidson

Chief Financial Officer

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

January 2012

____________

*On July 17, 2015, Ms. Pamela Saulnier resigned as Corporate Secretary and Ms. Dorothy Chin was appointed Corporate Secretary.

 

B.B. Compensation

Compensation

 

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

 

1) Compensation Discussion and Analysis

 

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

 

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

 

The processCompany relies on the discretion and judgment of the directors in establishing and amending contracts for determining executiveall forms of compensation, relies solely on discussions amongstincluding stock options to be granted to the boardCEO and the directors, and for reviewing the CEO’s recommendations respecting compensation of directorsthe other officers of the Company, (the "Board")to ensure such arrangements reflect the responsibilities and risks associated with the input from and upon the recommendations of the Compensation Committee, without anyeach position. There is no formal process using objectives, criteria, and analysis.or analysis, for determining compensation.

 

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Table of Contents

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

 

- 38 -

Compensation Element

Description

Description

Compensation Objectives

Annual Base Salary

Salary is market-competitive, fixed level of compensation

Retain qualified leaders, motivate strong business performance.

Incentive Bonuses

Discretionary cash payment

Reward individual performance in achieving corporate goals

Incentive Stock Option

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

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

 

2) Summary Compensation Table

 

The following table sets forth particulars concerning the compensation paid or accrued for services rendered to the Company in all capacities during the last three most recently completed financial yearyears ended January 31, 2016, 2017 and 2018 of the Company to its executive officers:

 

Name and principal position

 

Year

 

Salary

($)

 

 

Share-based awards

($)1

 

Option-based awards

($)2

 

Non-equity incentive plan compensation

($)3

 

 

Pension value

($)3

 

 

All other compensation

($)

 

 

Total compensation

($)

 

David Wolfin

President, CEO & Director

 

2016

 

 

30,000

 

 

NIL

 

NIL

 

 

-

 

 

 

-

 

 

 

-

 

 

 

30,000

 

Malcolm Davidson

CFO

 

2016

 

 

15,140

 

 

NIL

 

NIL

 

 

-

 

 

 

-

 

 

 

-

 

 

 

15,140

 

_______________

Name and principal position

Year

Salary

($)

Share-based awards

($)1

Option-based awards

($)2

Non-equity incentive plan compensation

($)3

Pension value

($)4

All other compensation

($)5

Total compensation

($)

David Wolfin

President,

CEO &

Director6

 

2018

 

$54,500

 

NIL

 

$192,000

 

NIL

 

NIL

 

$100,000

 

$346,500

 

2017

 

$30,000

 

NIL

 

NIL

 

NIL

 

NIL

 

NIL

 

$30,000

 

2016

 

$30,000

 

NIL

 

NIL

 

NIL

 

NIL

 

NIL

 

$30,000

Malcolm

Davidson

CFO

 

2018

 

$21,420

 

NIL

 

$40,000

 

NIL

 

NIL

 

$10,000

 

$71,420

 

2017

 

$21,702

 

NIL

 

NIL

 

NIL

 

NIL

 

NIL

 

$21,702

 

2016

 

$15,140

 

NIL

 

NIL

 

NIL

 

NIL

 

NIL

 

$15,140

1 _______

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

b) Valuation of share-based payments

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

c) Recognition and measurement of deferred tax assets and liabilities

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

d) Measurement of royalty receivable

The Company considered the fair value of the Company’s royalty receivable relating to the Robertson Property as the present value of the minimum payments that will be made, regardless if the Robertson Property enters the production stage and earns revenues. The valuation method requires the input of a discount rate, and takes into account the timing of the payments, which have been outlined in the transaction. Changes in the input assumptions such as the discount rate can materially affect the fair value estimate.

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

2 The methodology used to calculate the grant-date fair value is based on the Black-Scholes Option Pricing Model. No stock options were granted to the Company's executive officers in fiscal 2016.

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

4 The Company does not have any pension plans.

5 Discretionary cash payment of incentive bonuses.

6 Mr. Wolfin's salary was paid to Intermark Capital Corp., a private BC corporation controlled by Mr. Wolfin.

- 39 -(2)
The methodology used to calculate the grant-date fair value is based on the Black-Scholes Option Pricing Model. During the year ended January 31, 2018, 725,000 options were granted to the Company’s executive officers. The fair value was estimated using the following assumptions: risk-free interest rate of 1.42%, expected dividend yield of 0%, expected option life of 5 years, and expected share price volatility of 130.12%
(3)The Company does not have a non-equity incentive plan.
(4)The Company does not have any pension plans.
(5)Discretionary cash payment of incentive bonuses.
(6)Mr. Wolfin’s compensation was paid to Intermark Capital Corp., a private BC corporation controlled by Mr. Wolfin.

 

Annual Base Salary

 

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

 

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

 

Non-Equity Incentive Plan Compensation

 

One of the three components of the Company'sCompany’s compensation package is a discretionary annual cash bonus, paid to recognize individual performance in attaining corporate goals and objectives. The Company does not have a long-term incentive plan.

 

Option Based AwardIncentive Awards

 

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

The Company currently maintains a formal stock option plan currently used by the Company is 2015 Stock Option Plan (the "Plan"Plan), under which stock options have been granted and may be granted to purchase a number equal to up to 10% of the Company'sCompany’s issued capital from time to time. For details of the Plan please refer to “Particulars of Matters to be Act Upon” in the Information Circular.

 

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

 

The role of the Compensation Committee is to recommend to the Board the compensation of the Company'sCompany’s directors and the executive officers which the Committee feels is suitable.

As of January 31, 2016, stock options to purchase a total of up to 3,170,000 shares have been granted and remain outstanding under the Plan, leaving 1,612,533 options available for issuance. All previous grants of option-basedequity-based incentive awards are taken into account when considering new grants.

 

- 40 -

3) Incentive Plan Awards

 

Outstanding share-based awards and option-based awards

 

The following table sets forth the options granted to the executive officers to purchase or acquire securities of the Company outstanding at the end of the most recently completed financial year ended January 31, 2016:2018:

 

 

 

Option-based Awards

 

Share-based Awards

 

Name

 

Number of securities underlying unexercised options

(#)

 

 

Option exercise price

($)

 

 

Option expiration date

 

Value of unexercised in-the-money options

($)1

 

Number of shares or units of shares that have not vested

(#)

 

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

($)

 

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

($)

 

David Wolfin

 

 

300,000

 

 

$0.40

 

 

Feb 22, 2017

 

Nil

 

Nil

 

Nil

 

Nil

 

President, CEO

 

 

220,000

 

 

$0.30

 

 

Oct 12, 2017

 

Nil

 

Nil

 

Nil

 

Nil

 

and Director

 

 

600,000

 

 

$0.24

 

 

Mar 14, 2019

 

Nil

 

Nil

 

Nil

 

Nil

 

Malcolm Davidson

 

 

75,000

 

 

$0.40

 

 

Feb 22, 2017

 

Nil

 

Nil

 

Nil

 

Nil

 

CFO

 

 

40,000

 

 

$0.30

 

 

Oct 12, 2017

 

Nil

 

Nil

 

Nil

 

Nil

 

 

 

 

100,000

 

 

$0.24

 

 

Mar 14, 2019

 

Nil

 

Nil

 

Nil

 

Nil

 

______________

 

Option-based Awards

Share-based Awards

Name

Number of securities underlying unexercised options

(#)

Option exercise price

($)

Option expiration date

Value of unexercised in-the-money options

($)1

Number of shares or units of shares that have not vested

(#)

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

($)

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

($)

David Wolfin

President, CEO and Director

600,000

$0.355

July 5, 2022

27,000

Nil

Nil

Nil

600,000

$0.24

Mar 14, 2019

96,000

Nil

Nil

Nil

Malcolm Davidson

CFO

125,000

$0.355

July 5, 2022

5,625

Nil

Nil

Nil

100,000

$0.24

Mar 14, 2019

16,000

Nil

Nil

Nil

1 In-the-Money Options are the difference between the market value of the underlying securities at January 29, 2016 and the exercise price of the option. The closing market price for the Company's common shares as at January 29, 2016 was $0.08 per common share.________

(1)In-the-Money Options are the difference between the market value of the underlying securities at January 31, 2018 and the exercise price of the option. The closing market price for the Company's common shares as at January 31, 2018 was $0.40 per common share.

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Incentive plan awards – value vested or earned during the year

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

 

The following table sets forth the value vested or earned during the year of option-based awards, share-based awards and non-equity incentive plan compensation paid to executive officers during the most recently completed financial year ended January 31, 2016:2018:

 

Name

Option-based awards –

Value vested

during the year

($)

Share-based awards –

Value vested during

the year

($)(1)

Share-based awards –
Value vested during
the year

($)

Non-equity incentive plan compensation –

Value earned

during the year

($)

David Wolfin

President, CEO and Director

 

Nil

Nil

 

Nil

Nil

Malcolm Davidson

CFO

 

Nil

 

Nil

 

Nil

______________

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

 

- 41 -

4) Pension Plan Benefits

 

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

 

Use of Financial Instruments

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

5) Termination and Change of Control Benefits

 

On February 1, 2015, the Company entered into a consulting agreement with Intermark Capital Corporation (the “Consultant”), a company owned by David Wolfin ("Consultant"). Theand on July 1, 2017, the Company further amended the consulting agreement which contains certain provisions in connection with termination of employmentengagement or change of control.

 

This AgreementThe consulting agreement can be terminated at any time as follows:

 

(a)

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

(b)

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

(c)

by the Consultant electing to give the Company notice, in the event that there occurs a Change of Control (as defined below) within six (6) months of the effective date of such Change of Control, and if the Consultant so elects to terminate this Agreement,the consulting agreement, then the Consultant will be immediately entitled to a termination payment equal to $150,000.

$500,000.

 

On February 1, 2015, the Company entered into a Change of Control Agreement with Malcolm Davidson, thea named executive officer of the Company. The agreement contains Change of Control provisions as follows:

In the event of a change of control by means of a hostile takeover or a change in ownership Coral will pay Malcolm Davidson a one time fee of $50,000, for which Malcolm Davidson will be responsible for any taxes. This fee will be cancelled without payment in the event that Malcolm Davidson stops performing his current duties, or should voluntarily leave the company. This Agreement is for a period of 36 months from the date of this Agreement and can be extended by a decision of Coral'sthe Company’s Board of Directors. On February 1, 2018, the Company further amended and extended the Agreement for another thirty-six (36) months until February 1, 2021. The agreement contains Change of Control provisions as follows:

23
Table of Contents

“In the event that there occurs a Change of Control (as defined below) within 6 months of the effective date of such Change of Control, and if the Executive so elects to terminate his employment, or by the Company upon notice to the Executive within 3 months prior to or within 6 months after a Change of Control is announced by the Company, then the Executive will be entitled receive on the date of termination a termination payment equal to CAD $50,000, and such payment will be in addition to any other severance payments to which the Executive may be entitled in law or equity.”

 

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

 

(i)

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

(ii)

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

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

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

 

- 42 -

6) Director Compensation

 

The Company pays its independent directors $750 per quarter and an additional $750 per quarter for being a member of three or more committees. Effective July 1, 2017 the Independent Directors and Committee Members received combined Independent Directors and Committee Members fees of $15,000 per annum.

 

The following table sets forth the value of all compensation paid to the non-officer directors during the most recently completed financial year ended January 31, 2016:2018:

 

Name

 

Fees earned

($)

 

 

Share-based awards1

($)

 

 

Option-based awards2

($)

 

 

Non-equity incentive plan compensation3

($)

 

 

Pension value4

($)

 

 

All other compensation

($)

 

 

Total

($)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gary Robertson*

 

$6,000

 

 

NIL

 

 

NIL

 

 

NIL

 

 

NIL

 

 

NIL

 

 

$6,000

 

Chris Sampson

 

$16,359

 

 

NIL

 

 

NIL

 

 

NIL

 

 

NIL

 

 

NIL

 

 

$16,359

 

Ronald Andrews*

 

$6,000

 

 

NIL

 

 

NIL

 

 

NIL

 

 

NIL

 

 

NIL

 

 

$6,000

 

Andrew Kaplan*

 

$6,000

 

 

NIL

 

 

NIL

 

 

NIL

 

 

NIL

 

 

NIL

 

 

$6,000

 

___________

 

Name

 

Fees earned

($)

Share-based awards1

($)

Option-based awards2

($)

Non-equity incentive plan compensation3

($)

 

Pension value4

($)

 

All other compensation

($)

 

Total

($)

Gary Robertson*

11,250

NIL

80,000

NIL

NIL

NIL

91,250

Chris Sampson**

3,325

NIL

NIL

NIL

NIL

NIL

3,325

Ronald Andrews*

11,250

NIL

64,000

NIL

NIL

NIL

75,250

Andrew Kaplan*

11,250

NIL

64,000

NIL

NIL

NIL

75,250

*Independent and Non-Employee Directors_________

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

*

Independent and Non-Employee Directors

**

Mr. Chris Sampson passed away on May 12, 2017

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

(2)The methodology used to calculate the grant-date fair value is based on the Black-Scholes Option Pricing Model. During the year ended January 31, 2018, 650,000 options were granted to the Company’s independent directors. The fair value was estimated using the following assumptions: risk-free interest rate of 1.42%, expected dividend yield of 0%, expected option life of 5 years, and expected share price volatility of 130.12%

(3)The Company does not have a non-equity incentive plan

(4)The Company does not have any pension plans.

2 The methodology used to calculate the grant-date fair value is based on the Black-Scholes Option Pricing Model. There were a total of 500,000 new option-based awards issued during the year and the fair value was estimated using the following weighted-average assumptions: risk-free interest rate of 0.42%, expected dividend yield of 0%, expected option life of 3.20 years, and expected share price volatility of 100.07%.

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

4 The Company does not have any pension plans.
24
Table of Contents

 

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

 

(a)

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

(b)

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

(c)

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

 

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

 

- 43 -

Outstanding share-based awards and option-based awards

 

The following table sets forth the options granted to the directors to purchase or acquire securities of the Company outstanding at the end of the most recently completed financial year ended January 31, 2016:2018:

 

 

 

Option-based Awards

 

Share-based Awards

 

Name (1)

 

Number of securities underlying unexercised options

(#)

 

 

Option exercise price

($)

 

 

Option expiration date

 

Value of unexercised in-the-money options

($)(2)

 

Number of shares or units of shares that have not vested

(#)

 

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

($)

 

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

($)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gary Robertson

 

 

75,000

 

 

$0.40

 

 

Feb 22, 2017

 

Nil

 

Nil

 

Nil

 

Nil

 

 

 

 

75,000

 

 

$0.30

 

 

Oct 12, 2017

 

Nil

 

Nil

 

Nil

 

Nil

 

 

 

 

100,000

 

 

$0.24

 

 

Mar 14, 2019

 

Nil

 

Nil

 

Nil

 

Nil

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Chris Sampson

 

 

75,000

 

 

$0.40

 

 

Feb 22, 2017

 

Nil

 

Nil

 

Nil

 

Nil

 

 

 

 

40,000

 

 

$0.30

 

 

Oct 12, 2017

 

Nil

 

Nil

 

Nil

 

Nil

 

 

 

 

50,000

 

 

$0.24

 

 

Mar 14, 2019

 

Nil

 

Nil

 

Nil

 

Nil

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ronald Andrews

 

 

75,000

 

 

$0.40

 

 

Feb 22, 2017

 

Nil

 

Nil

 

Nil

 

Nil

 

 

 

 

40,000

 

 

$0.30

 

 

Oct 12, 2017

 

Nil

 

Nil

 

Nil

 

Nil

 

 

 

 

100,000

 

 

$0.24

 

 

Mar 14, 2019

 

Nil

 

Nil

 

Nil

 

Nil

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Andrew Kaplan

 

 

20,000

 

 

$0.40

 

 

Feb 22, 2017

 

Nil

 

Nil

 

Nil

 

Nil

 

 

 

 

75,000

 

 

$0.30

 

 

Oct 12, 2017

 

Nil

 

Nil

 

Nil

 

Nil

 

 

 

 

100,000

 

 

$0.24

 

 

Mar 14, 2019

 

Nil

 

Nil

 

Nil

 

Nil

 

___________

 

Option-based Awards

Share-based Awards

Name (1)

Number of securities underlying unexercised options

(#)

Option exercise price

($)

Option expiration date

Value of unexercised in-the-money options

($)2

Number of shares or units of shares that have not vested

(#)

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

($)

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

($)

Gary Robertson

250,000

$0.355

July 5, 2022

11,250

Nil

Nil

Nil

100,000

$0.24

Mar 14, 2019

16,000

Nil

Nil

Nil

Chris Sampson*

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Ronald Andrews

200,000

$0.355

July 5, 2022

9,000

Nil

Nil

Nil

100,000

$0.24

Mar 14, 2019

16,000

Nil

Nil

Nil

Andrew Kaplan

200,000

$0.355

July 5, 2022

9,000

Nil

Nil

Nil

100,000

$0.24

Mar 14, 2019

16,000

Nil

Nil

Nil

_________

*

Mr. Chris Sampson passed away on May 12, 2017, and all of his options expired on May 12, 2018.

(1)

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

(2)

The in-the-money option value is the difference between the market value of the underlying securities as at January 29, 201631, 2018 and the exercise price of the option. The closing market price of the Company'sCompany’s common shares as at January 29, 201631, 2018 was $0.08$0.40 per common share.

 

Incentive plan awards – value vested or earned during the year

 

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

 

 
- 44 -
25
 
Table of Contents

The following table sets forth the value vested or earned during the year of option-based awards, share-based awards and non-equity incentive plan compensation paid to directors during the most recently completed financial year ended January 31, 2016:2018:

 

Name(1)

Option-based awards –

Value vested during the year

($)(1)(2)

Share-based awards –

Value vested during the year

($)

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

($)

Gary Robertson

Nil

Nil

Nil

Chris Sampson*

Nil

Nil

Nil

Ronald Andrews

Nil

Nil

Nil

Andrew Kaplan

Nil

Nil

Nil

_________

*

Mr. Chris Sampson passed away on May 12, 2017.

 

Gary Robertson

Nil

Nil

Nil

Chris Sampson

Nil

Nil

Nil

Ronald Andrews

Nil

Nil

Nil

Andrew kaplan

Nil

Nil

Nil

_____________

(1)

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

(2)

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

date

 

Termination of Employment, Changes in Responsibilities and Employment Contracts

 

On February 1, 2015, the Company entered into a consulting agreement with Intermark Capital Corporation (the “Consultant”), a company wholly owned by David Wolfin and on July 1, 2017 the named executive officerCompany further amended the consulting agreement which contains certain provisions in connection with termination of the Company. engagement or change of control.

 

On February 1, 2015, the Company entered into an executive agreement with Malcolm Davidson, the named executive officer of the Company.

 

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

 

C. Board Practices

 

The Board is currently comprised of fivefour directors. The size and experience of the Board is important for providing the Company with effective governance in the mining industry. The Board'sBoard’s mandate and responsibilities can be effectively and efficiently administered at its current size. The Board has functioned, and is of the view that it can continue to function, independently of management as required. Directors are elected for a term of one year at the annual general meeting. At the Company'sCompany’s previous annual general meeting, held on September 2, 2015,July 20, 2017, the shareholders elected Ronald Andrews, Gary Robertson, Chris Sampson, David Wolfin, and Andrew Kaplan as directors. Mr. Chris Sampson, longtime director and VP Exploration for the Company, who was instrumental in the exploration, development and the sale of the Robertson Property, passed away on May 12, 2017.

 

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

 

David Wolfin is President and Chief Executive Officer of the Company and is not independent. Chris Sampson is also the Vice-President of Exploration of the Company and is not independent.

 

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

 

 
- 45 -
26
 
Table of Contents

 

Mandate of the Board of Directors, its Committees and Management

 

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

 

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

 

Committees

 

Corporate Governance & Nominating Committee

 

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

 

The Governance and Nominating Committee currently consists of three directors, Andrew Kaplan, Ronald Andrews Andrew Kaplan, and Chris Sampson, twoGary Robertson, all of the three directorswhom are considered independent (Messrs. Andrews and Kaplan).independent.

 

Audit Committee

 

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

 

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

- 46 -

It is intended that this Audit Committee eventually will be comprised solely of unrelated directors.

 

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

 

·

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

 

·

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

 

·

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

 

·

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

 

·

its relationship with and expectation of the internal auditor;

 

·

its oversight of internal control;

 

·

disclosure of financial and related information; and

 

·

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

 

27
Table of Contents

Compensation Committee

 

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

 

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

 

D. Employees

 

As at January 31, 2016,2018, the Company hashad no employees. The Company'sCompany’s senior management as well as administrative and corporate services are located in Canada; however, these people are not considered employees of the Company in a legal sense.Company. Senior management and administrative staff are contracted by the Company through their companies or through the Company'sCompany’s cost sharing agreement for overhead and corporate services with Oniva.

 

E. Share Ownership

 

The following table sets out the share ownership of the individuals referred to in "Compensation"“Compensation” as of June 8, 2016:

Name of Beneficial Owner

 

Number

of Shares

 

 

Percent

 

Chris Sampson

 

 

266,300

 

 

*

 

Ronald Andrews

 

 

179,500

 

 

*

 

Gary Robertson

 

 

1,051,100

 

 

 

2.20%

David Wolfin

 

 

4,315,300

 

 

 

9.02%

Andrew Kaplan

 

 

200,000

 

 

*

 

Malcolm Davidson

 

 

-

 

 

 

N/A

 

________

*Less than one percentMay 31, 2018:

 

Name of Beneficial Owner

 

Number of Shares

 

 

Percent

 

Chris Sampson**

 

 

266,300

 

 

*

 

Ronald Andrews

 

 

699,500

 

 

 

1.43%

Gary Robertson

 

 

1,503,550

 

 

 

3.11%

David Wolfin

 

 

6,762,800

 

 

 

14.01%

Andrew Kaplan

 

 

475,000

 

 

*

 

Malcolm Davidson

 

 

40,000

 

 

*

 

_________

*Less than one percent.
- 47 -

**

Mr. Chris Sampson passed away on May 12, 2017.

 

Outstanding Options

 

The following information, as of June 8, 2016,May 31, 2018, reflects outstanding options held by the individuals referred to in "Compensation"“Compensation”:

 

 

 

No. of Shares

 

 

Date of Grant

 

Exercise Price

 

 

Expiration Date

 

 

 

 

 

 

 

 

 

 

 

 

 

David Wolfin

 

 

300,000

 

 

Feb 22, 2012

 

$0.40

 

 

Feb 22, 2017

 

President, CEO and Director

 

 

220,000

 

 

Oct. 12, 2012

 

$0.30

 

 

Oct. 12, 2017

 

 

 

 

600,000

 

 

Mar. 14, 2014

 

$0.24

 

 

Mar. 14, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Malcolm Davidson

 

 

75,000

 

 

Feb 22, 2012

 

$0.40

 

 

Feb 22, 2017

 

CFO

 

 

40,000

 

 

Oct. 12, 2012

 

$0.30

 

 

Oct. 12, 2017

 

 

 

 

100,000

 

 

Mar. 14, 2014

 

$0.24

 

 

Mar. 14, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Chris Sampson

 

 

75,000

 

 

Feb 22, 2012

 

$0.40

 

 

Feb 22, 2017

 

Director

 

 

40,000

 

 

Oct. 12, 2012

 

$0.30

 

 

Oct. 12, 2017

 

 

 

 

50,000

 

 

Mar. 14, 2014

 

$0.24

 

 

Mar. 14, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ronald Andrews

 

 

75,000

 

 

Feb 22, 2012

 

$0.40

 

 

Feb 22, 2017

 

Director

 

 

40,000

 

 

Oct. 12, 2012

 

$0.30

 

 

Oct. 12, 2017

 

 

 

 

100,000

 

 

Mar. 14, 2014

 

$0.24

 

 

Mar. 14, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gary Robertson

 

 

75,000

 

 

Feb 22, 2012

 

$0.40

 

 

Feb 22, 2017

 

Director

 

 

75,000

 

 

Oct. 12, 2012

 

$0.30

 

 

Oct. 12, 2017

 

 

 

 

100,000

 

 

Mar. 14, 2014

 

$0.24

 

 

Mar. 14, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Andrew Kaplan

 

 

20,000

 

 

Feb 22, 2012

 

$0.40

 

 

Feb 22, 2017

 

Director

 

 

75,000

 

 

Oct. 12, 2012

 

$0.30

 

 

Oct. 12, 2017

 

 

 

 

100,000

 

 

Mar. 14, 2014

 

$0.24

 

 

Mar. 14, 2019

 

No. of Shares

Date of Grant

Exercise Price

Expiration Date

David Wolfin

President, CEO and Director

600,000

600,000

Mar. 14, 2014

July 5, 2017

$0.24

$0.355

Mar. 14, 2019

July 5, 2022

Malcolm Davidson

CFO

100,000

125,000

Mar. 14, 2014

July 5, 2017

$0.24

$0.355

Mar. 14, 2019

July 5, 2022

Chris Sampson*

Director

N/A

N/A

N/A

N/A

Ronald Andrews

Director

100,000

200,000

 Mar. 14, 2014

July 5, 2017

 $0.24

$0.355

 Mar. 14, 2019

July 5, 2022

Gary Robertson

Director

100,000

250,000

 Mar. 14, 2014

July 5, 2017

 $0.24

$0.355

 Mar. 14, 2019

July 5, 2022

Andrew Kaplan

Director

100,000

200,000

 Mar. 14, 2014

July 5, 2017

 $0.24

$0.355

 Mar. 14, 2019

July 5, 2022

_________

*Mr. Chris Sampson passed away on May 12, 2017

28
Table of Contents

 

Item 7. Major Shareholders and Related Party Transactions

 

A. Major Shareholders

 

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

 

As of June 8, 2016,May 31, 2018, to the knowledge of the Company, no person owned more than five (5%) per cent of the outstanding shares of each class of the Company'sCompany’s voting securities other than:

 

Name

 

Number of Voting Securities

 

 

Percentage

 

 

 

 

 

 

 

 

Barrick Gold Corporation

 

 

4,150,000

 

 

 

8.68%

 

 

 

 

 

 

 

 

 

David Wolfin

 

 

4,315,300

 

 

 

9.02%

- 48 -

Name

 

Number of Voting Securities

 

Percentage

David Wolfin

 

6,762,800

 

14.01%

 

B.

B. Related Party Transactions

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

 

a) Management transactions

 

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

 

 

2016

 

2015

 

2014

 

 

2018

 

2017

 

2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Salaries, bonuses, fees and benefits

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Members of the Board of Directors

 

$64,359

 

$62,835

 

$66,000

 

 

$191,575

 

$72,019

 

$64,359

 

Other members of key management

 

27,531

 

24,067

 

43,707

 

 

55,071

 

34,581

 

27,531

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Share-based payments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Members of the Board of Directors

 

-

 

161,500

 

-

 

 

400,000

 

-

 

-

 

Other members of key management

 

 

-

 

 

 

34,000

 

 

 

-

 

 

 

72,000

 

 

 

-

 

 

 

-

 

 

$91,890

 

 

$282,402

 

 

$109,707

 

 

$718.646

 

 

$106,600

 

 

$91,890

 

29
Table of Contents

 

b) In the normal course of operations the Company transacts with companies related to its directors or officers. The following amounts are receivable from a related party:

 

 

January 31,

2016

 

 

January 31,

2015

 

 

 

 

 

 

 

 

Levon Resources Ltd.

 

$-

 

 

$58,903

 

 

 

$-

 

 

$58,903

 

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

 

 

 

January 31,

2016

 

 

January 31,

2015

 

Directors

 

$70,500

 

 

$52,500

 

Oniva International Services Corp. (i)

 

 

8,401

 

 

 

5,514

 

Sampson Engineering Inc. (ii)

 

 

1,212

 

 

 

1,200

 

Wear Wolfin Designs Inc. (iii)

 

 

-

 

 

 

5,250

 

Saulnier Capital Consulting Corp.(iv)

 

 

-

 

 

 

1,103

 

Frobisher Securities Ltd. (v)

 

 

4,200

 

 

 

4,200

 

Intermark Capital Corp. (vi)

 

 

-

 

 

 

13,125

 

 

 

$84,313

 

 

$82,892

 

____________

 

 

January 31,

2018

 

 

January 31,

2017

 

Directors

 

$29,250

 

 

$88,500

 

Oniva International Services Corp. (i)

 

 

10,615

 

 

 

19,654

 

Sampson Engineering Inc. (ii)

 

 

-

 

 

 

918

 

Intermark Capital Corp. (vi)

 

 

-

 

 

 

5,250

 

 

 

$39,865

 

 

$114,322

 

________

(i)

Oniva is a private company related by way of common management and directors.

(ii)

Sampson Engineering is a private company controlled by a director.

(iii)

Wear Wolfin Designs Inc. is a private company controlled by a former director and is related to an officer of the Company.

(iv)

Saulnier Capital Consulting Corp is a private company controlled by a former officer.

(v)

Frobisher Securities Ltdis a private company controlled by former director and is related to an officer of the Company.

(vi)

Intermark Capital Corp is a private company controlled by an officer and director.

 

- 49 -

d)c) Other related party transactions

 

The Company has a cost-sharing agreement to reimburse Oniva International Services Corp. ("Oniva"(“Oniva”), as described in Note 1113 of the audited consolidated financial statements. The transactions with Oniva during the years ended January 31 are summarized below:

 

 

2016

 

2015

 

2014

 

 

 

 

 

 

 

 

 

2018

 

 

2017

 

 

2016

 

Salaries and benefits

 

$72,747

 

$40,640

 

$77,785

 

 

$105,344

 

$91,346

 

$72,747

 

Office and miscellaneous

 

 

24,176

 

 

 

26,035

 

 

 

48,489

 

 

 

66,663

 

 

 

38,260

 

 

 

24,176

 

 

$96,923

 

 

$66,675

 

 

$126,274

 

 

$172,007

 

 

$129,606

 

 

$96,923

 

 

The Company has entered into a cost-sharing agreement to reimburse Oniva for a variable percentage of its overhead expenses, to reimburse 100% of its out-of-pocket expenses incurred on behalf of the Company, and to pay a percentage fee based on the total overhead and corporate expenses referred to above. The agreement may be terminated with one month'smonth’s notice by either party.

Amounts receivable from a related party as at January 31, 2016 is comprised of $ Nil ((US$ Nil) (January 31, 2015 - US$85,453)) less an allowance for non-collection of $Nil ((US$ Nil) (January 31, 2015 - US$39,113)) due from a company related by common directors.

 

Amounts due are without stated terms of interest or repayment.

 

C.C. Interests of Experts and Counsel

Interests of Experts and Counsel

 

Not Applicable.

 

Item 8. Financial Information

A.

A. Consolidated Statements and Other Financial Information

Consolidated Statements and Other Financial Information

 

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

 

·

Independent Auditors'Auditors’ Report;

 

·

Consolidated Statements of Financial Position as at January 31, 20162018 and January 31, 2015;

2017;

 

·

Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended January 31, 2016, 20152018, 2017 and 2014;

2016;

 

·

Consolidated Statements of Equity for the years ended January 31, 2016, 20152018, 2017 and 2014;

2016;

 

·

Consolidated Statements of Cash Flows for the years ended January 31, 2016, 20152018, 2017 and 2014;2016; and

 

·

Notes to the Consolidated Financial Statements.

Legal Proceedings

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

 

 
- 50 -
30
 
Table of Contents

 

Dividend PolicyB. Significant Changes

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

B.

Significant Changes

 

Except as otherwise disclosed in this annual report, there have been no material changes in our financial position, operations or cash flows since January 31, 2016.2018.

 

Item 9. The Offer and Listing

A.

A. Offer and Listing Details

Offer and Listing Details

 

The following table sets forth the high and low prices expressed in Canadian dollars on the TSX-V and in United States dollars on the OTCPinkOTCQX for the Company'sCompany’s common shares for the past five years, for each quarter for the last two fiscal years, and for the last six months.

 

 

 

TSX-V

(Canadian Dollars)

 

 

OTCPink

(United States Dollars)

 

Last Six Months

 

High

 

 

Low

 

 

High

 

 

Low

 

May 2016

 

 

0.23

 

 

 

0.14

 

 

 

0.18

 

 

 

0.11

 

April 2016

 

 

0.15

 

 

 

0.09

 

 

 

0.12

 

 

 

0.07

 

March 2016

 

 

0.12

 

 

 

0.08

 

 

 

0.09

 

 

 

0.05

 

February 2016

 

 

0.08

 

 

 

0.05

 

 

 

0.06

 

 

 

0.05

 

January 2016

 

 

0.09

 

 

 

0.06

 

 

 

0.06

 

 

 

0.04

 

December 2015

 

 

0.09

 

 

 

0.05

 

 

 

0.07

 

 

 

0.03

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2015-2016 Quarters

 

High

 

 

Low

 

 

High

 

 

Low

 

Fourth Quarter ended January 31, 2016

 

 

0.10

 

 

 

0.06

 

 

 

0.08

 

 

 

0.03

 

Third Quarter ended October 31, 2015

 

 

0.13

 

 

 

0.06

 

 

 

0.10

 

 

 

0.05

 

Second Quarter ended July 31, 2015

 

 

0.13

 

 

 

0.06

 

 

 

0.10

 

 

 

0.04

 

First Quarter ended April 30, 2015

 

 

0.18

 

 

 

0.08

 

 

 

0.15

 

 

 

0.09

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2014-2015 Quarters

 

High

 

 

Low

 

 

High

 

 

Low

 

Fourth Quarter ended January 31, 2015

 

 

0.20

 

 

 

0.11

 

 

 

0.15

 

 

 

0.10

 

Third Quarter ended October 31, 2014

 

 

0.26

 

 

 

0.11

 

 

 

0.23

 

 

 

0.10

 

Second Quarter ended July 31, 2014

 

 

0.26

 

 

 

0.17

 

 

 

0.24

 

 

 

0.15

 

First Quarter ended April 30, 2014

 

 

0.31

 

 

 

0.12

 

 

 

0.27

 

 

 

0.13

 

 

 

TSX-V

(Canadian Dollars)

 

 

OTCQX

(United States Dollars)

 

Last Six Months

 

High

 

 

Low

 

 

High

 

 

Low

 

May 2018

 

 

0.40

 

 

 

0.37

 

 

 

0.31

 

 

 

0.28

 

April 2018

 

 

0.40

 

 

 

0.38

 

 

 

0.33

 

 

 

0.28

 

March 2018

 

 

0.42

 

 

 

0.35

 

 

 

0.32

 

 

 

0.28

 

February 2018

 

 

0.42

 

 

 

0.38

 

 

 

0.33

 

 

 

0.30

 

January 2018

 

 

0.42

 

 

 

0.36

 

 

 

0.34

 

 

 

0.28

 

December 2017

 

 

0.36

 

 

 

0.33

 

 

 

0.27

 

 

 

0.25

 

 

Last Five Fiscal Years

 

High

 

 

Low

 

 

High

 

 

Low

 

2016

 

 

0.18

 

 

 

0.05

 

 

 

0.15

 

 

 

0.03

 

2015

 

 

0.31

 

 

 

0.11

 

 

 

0.27

 

 

 

0.10

 

2014

 

 

0.23

 

 

 

0.07

 

 

 

0.22

 

 

 

0.06

 

2013

 

 

0.46

 

 

 

0.20

 

 

 

0.43

 

 

 

0.20

 

2012

 

 

1.09

 

 

 

0.30

 

 

 

1.13

 

 

 

0.35

 

2017-2018 Quarters

 

High

 

 

Low

 

 

High

 

 

Low

 

Fourth Quarter ended January 31, 2018

 

 

0.42

 

 

 

0.33

 

 

 

0.34

 

 

 

0.25

 

Third Quarter ended October 31, 2017

 

 

0.37

 

 

 

0.34

 

 

 

0.30

 

 

 

0.26

 

Second Quarter ended July 31, 2017

 

 

0.40

 

 

 

0.30

 

 

 

0.30

 

 

 

0.21

 

First Quarter ended April 30, 2017

 

 

0.38

 

 

 

0.29

 

 

 

0.29

 

 

 

0.22

 

 

2016-2017 Quarters

 

High

 

 

Low

 

 

High

 

 

Low

 

Fourth Quarter ended January 31, 2017

 

 

0.32

 

 

 

0.27

 

 

 

0.24

 

 

 

0.20

 

Third Quarter ended October 31, 2016

 

 

0.39

 

 

 

0.30

 

 

 

0.30

 

 

 

0.22

 

Second Quarter ended July 31, 2016

 

 

0.39

 

 

 

0.14

 

 

 

0.30

 

 

 

0.12

 

First Quarter ended April 30, 2016

 

 

0.15

 

 

 

0.05

 

 

 

0.12

 

 

 

0.04

 

 

Last Five Fiscal Years

 

High

 

 

Low

 

 

High

 

 

Low

 

2018

 

 

0.43

 

 

 

0.28

 

 

 

0.35

 

 

 

0.21

 

2017

 

 

0.39

 

 

 

0.05

 

 

 

0.30

 

 

 

0.04

 

2016

 

 

0.18

 

 

 

0.05

 

 

 

0.15

 

 

 

0.03

 

2015

 

 

0.31

 

 

 

0.11

 

 

 

0.27

 

 

 

0.10

 

2014

 

 

0.23

 

 

 

0.07

 

 

 

0.22

 

 

 

0.06

 

- 51 -

 

B.B. Plan of Distribution

Plan of Distribution

 

Not Applicable.

 

C.C. Markets

Markets

 

The common stockshares of the Company is listed on the TSX-V under the symbol "CLH"“CLH”, in the United States quoted on the OTCPinkOTCQX under the symbol "CLHRF"“CLHRF” and on the FSE under the symbol "GV8"“GV8”.

 

D.D. Selling Shareholders

Selling Shareholders

 

Not applicable.

 

E.

Dilution

31
Table of Contents

E. Dilution

 

Not applicable.

 

F.F. Expenses of the Issue

Expenses of the Issue

 

Not applicable.

 

Item 10. Additional Information

A.

Share Capital

Not applicable.

 

B.A. Share Capital

Not applicable.

B. Memorandum and Articles of Association

Memorandum and Articles of Association

 

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

 

Common Shares

 

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

 

- 52 -

Powers and Duties of Directors

 

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

 

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

 

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

 

The majority of the directors of the Company must be persons ordinarily resident in Canada and one director of the Company must be ordinarily resident in British Columbia and be of the full age of 18 years. There is no minimum share ownership to be a director. No person shall be a director of the Company who is not capable of managing their own affairs, is an un-discharged bankrupt, convicted of an offense in connection with the promotion, formation or management of a corporation or involved in fraud within the last five years, or a person that has had a registration in any capacity under the "British“British Columbia Securities Act" or the "British“British Columbia Mortgage Brokers Act" canceled within the last five years.

 

32
Table of Contents

Shareholders

 

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

 

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

 

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

 

- 53 -
C. Material Contracts

 

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

Material Contracts

 

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

 

D.D. Exchange Controls

Exchange Controls

 

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

 

There are no limitations under the laws of Canada or in the organizing documents of the Company on the right of foreigners to hold or vote securities of the Company, except that the Investment Canada Act may require review and approval by the Minister of Industry (Canada) of certain acquisitions of "control"“control” of the Company by a "non-Canadian"“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"“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.

 

E.

Taxation

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E. Taxation

Canadian Federal Income Tax Consequences

 

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

 

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

 

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

 

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

 

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Certain United States Federal Income Tax ConsequencesConsiderations

The following is a general summary of certain material U.S. federal income tax considerations applicable to a U.S. Holder (as defined below) arising from and relating to the acquisition, ownership, and disposition of the Company’s common shares.

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

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

 

Scope of this Summary

Authorities

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

U.S. Holders

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

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

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

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

·a trust that (1) is subject to the primary supervision of a court within the U.S. and the control of one or more U.S. persons for all substantial decisions or (2) has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.

Non-U.S. Holders

For purposes of this summary, a "non-U.S. Holder" is a beneficial owner of common shares that is not a partnership (or other “pass-through” entity) for U.S. federal income tax purposes and is not a U.S. Holder. This summary does not address the U.S. federal income tax consequences to non-U.S. Holders arising from and relating to the acquisition, ownership, and disposition of common shares. Accordingly, a non-U.S. Holder should consult its own tax advisor regarding all U.S. federal, U.S. state and local, and non-U.S. tax consequences (including the potential application of and operation of any income tax treaties) relating to the acquisition, ownership, and disposition of common shares.

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

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

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

Passive Foreign Investment Company Rules

If the Company were to constitute a "passive foreign investment company" within the meaning of Section 1297 of the Code (a "PFIC", as defined below) for any tax year during a U.S. Holder's holding period, then certain potentially adverse rules will affect the U.S. federal income tax consequences to such U.S. Holder resulting from the acquisition, ownership and disposition of common shares. The Company believes it was a PFIC during one or more prior years, and, based on current business plans and financial projections, expects to be a PFIC in possibly subsequent tax years. The determination of whether any corporation was, or will be, a PFIC for a tax year depends, in part, on the application of complex U.S. federal income tax rules, which are subject to differing interpretations. In addition, whether any corporation will be a PFIC for any tax year depends on the assets and income of such corporation over the course of each such tax year and, as a result, cannot be predicted with certainty before the close of the tax year in question. Accordingly, there can be no assurance that the Company will or will not be determined to be a PFIC for the current or any prior or future tax year, or that the IRS will not challenge any determination made by the Company (or any subsidiary of the Company) concerning its PFIC status. Each U.S. Holder should consult its own tax advisor regarding the PFIC status of the Company and any subsidiary of the Company.

In addition, in any year in which the Company is a PFIC, a U.S. Holder would be required to file an annual report with the IRS containing such information as Treasury Regulations and/or other IRS guidance may require. In addition to penalties, the failure to satisfy such reporting requirements may result in an extension of the time period during which the IRS can assess a tax. U.S. Holders should consult their own tax advisors regarding the requirements of filing such information returns under these rules, including the requirement to file an IRS Form 8621.

PFIC Status of the Company

 

The Company believes that it is a passive foreign investment company (a "PFIC") for United States federal income tax purposes with respect to a United States Investor. The Companygenerally will be a PFIC with respect tofor a United States Investortax year, if for any taxable year in which such United States Investor held the Company's shares, either (i) at least 75 %(a) 75% or more of theits gross income of the Company for the taxable year is passive income (as defined for U.S. federal income tax purposes) (the "income test") or (ii) at least(b) 50% or more (by value) of the Company'sits assets are attributable to assets thateither produce passive income or are held for the production of passive income. In each case,income, based on the Company must take into account a pro rata sharequarterly average of the fair market value of such assets (the "asset test"). For purposes of the PFIC provisions, "gross income" generally includes all sales revenues less the cost of goods sold, plus income from investments and from incidental or outside operations or sources, and "passive income" generally includes dividends, interest, certain rents and royalties, certain gains from the assetssale of any companystock and securities, and certain gains from commodities transactions.

Active business gains arising from the sale of commodities generally will be excluded from passive income if substantially all (85% or more) of the Company’s commodities are stock in whichtrade or inventory, depreciable property used in a trade or business, or supplies regularly used or consumed in a trade or business and certain other requirements are satisfied.

For purposes of the PFIC income test and asset test described above, if the Company owns, directly or indirectly, 25% or more of the stock bytotal value (the "look-through" rules). Passive income generally includes dividends, interest, royalties, rents (other than rents and royalties derived fromof the active conductoutstanding shares of a trade or business and not derived from a related person), annuities, and gains from assets that produce passive income. As a publicly tradedanother corporation, the Company would apply the 50% asset test based on the value of the Company's assets.

Because the Company believes it qualifies as a PFIC, unless a United States Investor who owns shares in the Company (i) elects (a section 1295 election) to have the Companywill be treated as if it (a) held a "qualified electing fund", referred to as a "QEF" (described below), or (ii) marks the stock to market (described below), the following rules apply:

1.

Distributions made by the Company during a taxable year to a United States Investor who owns shares in the Company that are an "excess distribution" (defined generally as the excess of the amount received with respect to the shares in any taxable year over 125% of the average received in the shorter of either the three previous years or such United States Investor's holding period before the taxable year) must be allocated ratably to each day of such shareholder's holding period. The amount allocated to the current taxable year and to years when the corporation was not a PFIC must be included as ordinary income in the shareholder's gross income for the year of distribution. The remainder is not included in gross income but the shareholder must pay a deferred tax on that portion. The deferred tax amount, in general, is the amount of tax that would have been owed if the allocated amount had been included in income in the earlier year, plus interest. The interest charge is at the rate applicable to deficiencies in income taxes.

2.

The entire amount of any gain realized upon the sale or other disposition of the shares will be treated as an excess distribution made in the year of sale or other disposition and as a consequence will be treated as ordinary income and, to the extent allocated to years prior to the year of sale or disposition, will be subject to the interest charge described above.

A shareholder that makes a section 1295 election will be currently taxable on his or her pro rataproportionate share of the Company's ordinary earningsassets of such other corporation and net capital gain (at ordinary income and capital gains rates, respectively) for each taxable year(b) received directly a proportionate share of the income of such other corporation. In addition, for purposes of the PFIC income test and asset test described above, and assuming certain other requirements are met, "passive income" does not include certain interest, dividends, rents, or royalties that are received or accrued by the Company regardlessfrom certain "related persons" (as defined in Section 954(d)(3) of whether or not distributions were received. The shareholder's basis in his or her shares will be increased to reflect taxed but undistributed income. Distributions of income that had previously been taxed will result in a corresponding reduction of basis in the shares and will not be taxed again as a distributionCode), to the shareholder.

A shareholder may make a section 1295 election with respectextent such items are properly allocable to a PFIC for any taxable yearthe income of the shareholder (a "shareholder's election year"). A section 1295 election is effective for the shareholder's election year and all subsequent taxable years of the shareholder. Procedures exist for both retroactive elections and filing of protective statements. Once a section 1295 election is made it remains in effect, although not applicable, during those yearssuch related person that the Company is not a PFIC. Therefore, if the Company re qualifies as a PFIC, the section 1295 election previously made is still valid and the shareholder is required to satisfy the requirements of that election. Once a shareholder makes a section 1295 election, the shareholder may revoke the election only with the consent of the Commissioner.

If the shareholder makes the section 1295 election for the first tax year of the Company as a PFIC that is included in the shareholder's holding period, the PFIC qualifies as a pedigreed QEF with respect to the shareholder. If a QEF is an unpedigreed QEF with respect to the shareholder, the shareholder is subject to both the non-QEF and QEF regimes. Certain elections are available which enable shareholders to convert an unpedigreed QEF into a pedigreed QEF thereby avoiding such dual application.passive income.

 

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

Default PFIC Rules under Section 1291 of the Code

If the Company meets the income test or the asset test for any tax year during which a U.S. Holder owns common shares, the U.S. federal income tax consequences to such U.S. Holder of the acquisition, ownership, and disposition of common shares will depend on whether and when such U.S. Holder makes an election to treat the Company and each Subsidiary PFIC, if any, as a "qualified electing fund" or "QEF" under Section 1295 of the Code (a "QEF Election") or makes a mark-to-market election under Section 1296 of the Code (a "Mark-to-Market Election"). A U.S. Holder that does not make either a QEF Election or a Mark-to-Market Election will be referred to in this summary as a "Non-Electing U.S. Holder."

A Non-Electing U.S. Holder will be subject to the default rules of Section 1291 of the Code (described below) with respect to (a) any gain realized on the sale or other disposition (including dispositions and certain other events that would not otherwise be treated as taxable events) of common shares and (b) any "excess distribution" received on the common shares. A distribution generally will be an "excess distribution" to the extent that such distribution (together with all other distributions received in the relevant tax year) exceeds 125% of the average annual distribution received during the three preceding tax years (or during a U.S. Holder's holding period for the common shares, if shorter).

Under the default rules of Section 1291 of the Code, any gain realized on the sale or other disposition of common shares (including an indirect disposition of the stock of any Subsidiary PFIC), and any "excess distribution" received on common shares or with respect to the stock of a Subsidiary PFIC, must be ratably allocated to each day in a Non-Electing U.S. Holder's holding period for the respective common shares. The amount of any such gain or excess distribution allocated to the tax year of disposition or distribution of the excess distribution and to tax years before the entity became a PFIC, if any, would be taxed as ordinary income. The amounts allocated to any other tax year would be subject to U.S. federal income tax at the highest tax rate applicable to ordinary income in each such year, and an interest charge would be imposed on the resulting tax liability for each such year, calculated as if such tax liability had been due in each such tax year. A Non-Electing U.S. Holder that is not a corporation must treat any such interest paid as "personal interest," which is not deductible. Any loss realized on the disposition of common shares would not be recognized.

If the Company meets the income test or the asset test for any tax year during which a Non-Electing U.S. Holder holds common shares, the Company will continue to be treated as a PFIC with respect to such Non-Electing U.S. Holder, regardless of whether the Company meets the income test or the asset test in one or more subsequent tax years. A Non-Electing U.S. Holder may terminate this deemed PFIC status by electing to recognize gain (which will be taxed under the default rules of Section 1291 of the Code discussed above), but not loss, as if such common shares were sold on the last day of the last tax year for which the Company was a PFIC.

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QEF Election

A U.S. Holder that makes a timely and effective QEF Election for the first tax year in which its holding period of its common shares begins generally will not be subject to the default rules of Section 1291 of the Code, discussed above, with respect to its common shares. Instead, such a U.S. Holder will be required to include currently in gross income for each tax year in which the Company is a PFIC, such U.S. Holder’s pro rata share of the Company’s net capital gain and ordinary earnings, if any, regardless of whether such gain or earnings are actually distributed. If a U.S. Holder that made a timely and effective QEF Election has an income inclusion, such U.S. Holder may, subject to certain limitations, elect to defer payment of current U.S. federal income tax on such amounts, subject to an interest charge. If such U.S. Holder is not a corporation, any such interest paid will be treated as "personal interest," which is not deductible.

A U.S. Holder that makes a timely and effective QEF Election with respect to the Company generally (a) may receive tax-free distributions from the Company to the extent that such distribution represents "earnings and profits" of the Company that were previously included in income by the U.S. Holder because of such QEF Election and (b) will adjust such U.S. Holder's tax basis in the common shares to reflect the amount included in income or allowed as a tax-free distribution because of such QEF Election. In addition, a U.S. Holder that makes a QEF Election generally will recognize capital gain or loss on the sale or other taxable disposition of common shares.

The procedure for making a QEF Election, and the U.S. federal income tax consequences of making a QEF Election, will depend on whether such QEF Election is “timely”. A QEF Election will be treated as "timely" if such QEF Election is made for the first tax year in the U.S. Holder's holding period for the common shares in which the Company was meets the income test or asset test. A U.S. Holder may make a QEF Election for a tax year by filing the appropriate QEF Election documents at the time such U.S. Holder files a U.S. federal income tax return for such tax year. If a U.S. Holder does not make a timely and effective QEF Election for the first year in the U.S. Holder's holding period for the common shares, the U.S. Holder may still be able to make a timely and effective QEF Election in a subsequent year if such U.S. Holder meets certain requirements and makes a "purging" election to recognize gain (which will be taxed under the default rules of Section 1291 of the Code discussed above) as if such common shares were sold for their fair market value on the day the QEF Election is effective. If a U.S. Holder owns PFIC stock indirectly through another PFIC, separate QEF Elections must be made for the PFIC in which the U.S. Holder is a direct shareholder and the Subsidiary PFIC for the QEF rules to apply to both PFICs.

A QEF Election will apply to the tax year for which it is timely made and to all subsequent tax years, unless such QEF Election is invalidated or terminated or the IRS consents to its revocation. If a U.S. Holder makes a QEF Election and, in a subsequent tax year, the Company ceases to be a PFIC, the QEF Election will remain in effect (although it will not be applicable). Accordingly, if the Company becomes a PFIC in another subsequent tax year, the QEF Election will be effective and the U.S. Holder will be subject to the QEF rules described above during any subsequent tax year in which the Company qualifies as a PFIC.

In light of the adverse tax consequences of the Company being a PFIC and the uncertainty as to the Company’s PFIC status, the Company will provide to any U.S. Holder, upon written request, the information necessary for U.S. income tax reporting purposes for such U.S. Holder to make a QEF Election with respect to the Company. The Company may elect to provide such information on its website. Each U.S. Holder should consult its own tax advisor regarding the availability and desirability of, and procedure for making, a QEF Election.

Mark-to-Market Election

A U.S. Holder may make a Mark-to-Market Election only if the common shares are "regularly traded" on a qualified exchange or other market (within the meaning of the Code and applicable Treasury Regulations), which include a national securities exchange that is registered with the Securities and Exchange Commission, the national market system established pursuant to section 11A of the Securities and Exchange Act of 1934, and certain foreign securities exchanges that are regulated or supervised by a governmental authority of the country in which the market is located. If such stock is traded on such a qualified exchange or other market, such stock generally will be "regularly traded" for any calendar year during which such stock is traded, other than in de minimis quantities, on at least 15 days during each calendar quarter. There is no assurance that the common shares will be or remain "regularly traded" for this purpose.

A U.S. Holder that makes a Mark-to-Market Election with respect to its common shares generally will not be subject to the default rules of Section 1291 of the Code, discussed above, with respect to such common shares. However, if a U.S. Holder does not make a Mark-to-Market Election beginning in the first tax year of such U.S. Holder's holding period for the common shares or such U.S. Holder has not made a timely QEF Election, the default rules of Section 1291 of the Code, discussed above, will apply to certain dispositions of, and distributions on, the common shares.

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A shareholder making the section 1295 election must make the election on or before the due date, as extended, for filing the shareholder's income tax return for the first taxable year to which the election will apply. A shareholder must make a section 1295 election by completing Form 8621, attaching said Form to its federal income tax return, and reflecting in the Form the information provided in the PFIC Annual Information Statement or if the shareholder calculated the financial information, a statement to that effect. The PFIC Annual Information Statement must include the shareholder's pro rata shares of the ordinary earnings and net capital gain of the PFIC for the PFIC's taxable year or information that will enable the shareholder to calculate its pro rata shares. In addition, the PFIC Annual Information Statement must contain information about distributions to shareholders and a statement that the PFIC will permit the shareholder to inspect and copy its permanent books of account, records, and other documents of the PFIC necessary to determine that the ordinary earnings and net capital gain of the PFIC have been calculated according to federal income tax accounting principles. A shareholder may also obtain the books, records and other documents of the foreign corporation necessary for the shareholder to determine the correct earnings and profits and net capital gain of the PFIC according to federal income tax principles and calculate the shareholder's pro rata shares of the PFIC's ordinary earnings and net capital gain. In that case, the PFIC must include a statement in its PFIC Annual Information Statement that it has permitted the shareholder to examine the PFIC's books of account, records, and other documents necessary for the shareholder to calculate the amounts of ordinary earnings and net capital gain. A shareholderU.S. Holder that makes a Section 1295 election with respect toMark-to-Market Election will include in ordinary income, for each tax year in which the Company is a PFIC, held directly or indirectly, for each taxable year to which the Section 1295 election applies, must comply with the foregoing submissions.

Because the Company's stock is "marketable" under section 1296(e), a U.S. Investor may elect to mark the stock to market each year. In general, a PFIC shareholder who elects under section 1296 to mark the marketable stock of a PFIC includes in income each year an amount equal to the excess, if any, of (a) the fair market value of the PFIC stockcommon shares, as of the close of the taxablesuch tax year over the shareholder's adjusted(b) such U.S. Holder's tax basis in such stock.common shares. A shareholder is also generallyU.S. Holder that makes a Mark-to-Market Election will be allowed a deduction forin an amount equal to the excess, if any, of (a) such U.S. Holder's adjusted tax basis in the adjusted basis of the PFIC stock over the fair market valuecommon shares, as of the close of such tax year, over (b) the taxable year. Deductions under this rule, however, are allowablefair market value of such common shares (but only to the extent of the net amount of previously included income as a result of the Mark-to-Market Election for prior tax years).

A U.S. Holder that makes a Mark-to-Market Election generally also will adjust such U.S. Holder's tax basis in the common shares to reflect the amount included in gross income or allowed as a deduction because of such Mark-to-Market Election. In addition, upon a sale or other taxable disposition of common shares, a U.S. Holder that makes a Mark-to-Market Election will recognize ordinary income or ordinary loss (not to exceed the excess, if any, net markof (a) the amount included in ordinary income because of such Mark-to-Market Election for prior tax years over (b) the amount allowed as a deduction because of such Mark-to-Market Election for prior tax years). Losses that exceed this limitation are treated as capital losses. Deductions for capital losses are subject to market gainssignificant limitations under the Code.

A Mark-to-Market Election applies to the tax year in which such Mark-to-Market Election is made and to each subsequent tax year, unless the common shares cease to be eligible for such election or the IRS consents to revocation of such election. Each U.S. Holder should consult its own tax advisor regarding the availability of, and procedure for making, a Mark-to-Market Election.

Although a U.S. Holder may be eligible to make a Mark-to-Market Election with respect to the common shares, no such election may be made with respect to the stock included byof any Subsidiary PFIC that a U.S. Holder is treated as owning, because such stock is not marketable. Hence, the shareholder for prior taxable years. WhileMark-to-Market Election will not be effective to eliminate the interest charge regime underapplication of the default rules of Section 1291 of the Code described above with respect to deemed dispositions of Subsidiary PFIC stock or excess distributions with respect to a Subsidiary PFIC.

The PFIC rules are complex, and each U.S. Holder should consult its own tax advisor regarding the PFIC rules and how the PFIC rules may affect the U.S. federal income tax consequences of the acquisition, ownership, and disposition of common shares.

Ownership and Disposition of Common Shares

The following discussion is subject to the rules described above under the heading "Passive Foreign Investment Company Rules."

Distributions on Common Shares

A U.S. Holder that receives a distribution, including a constructive distribution, with respect to a common share will be required to include the amount of such distribution in gross income as a dividend (without reduction for any Canadian income tax withheld from such distribution) to the extent of the current or accumulated "earnings and profits" of the Company, as computed for U.S. federal income tax purposes. To the extent that a distribution exceeds the current and accumulated "earnings and profits" of the Company, such distribution will be treated first as a tax-free return of capital to the extent of a U.S. Holder's tax basis in the common shares and thereafter as gain from the sale or exchange of such common shares. (See "Sale or Other Taxable Disposition of Common Shares" below). However, the Company may not maintain the calculations of earnings and profits in accordance with U.S. federal income tax principles, and each U.S. Holder should therefore assume that any distribution by the Company with respect to the common shares will constitute a dividend. Dividends received on common shares generally doeswill not be eligible for the "dividends received deduction" available to U.S. corporate shareholders receiving dividends for U.S. corporations. If the Company is eligible for the benefits of the Canada-U.S. Tax Convention, dividends paid by the Company to non-corporate U.S. Holders generally will be eligible for preferential tax rates applicable to long-term capital gains, provided certain holding period and other conditions are satisfied, including that the Company not be classified as a PFIC in the tax year of distribution or in the preceding tax year. The dividend rules are complex, and each U.S. Holder should consult its own tax advisor regarding the application of such rules.

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Table of Contents

Sale or Other Taxable Disposition of Common Shares

Upon the sale or other taxable disposition of common shares, a U.S. Holder generally will recognize capital gain or loss in an amount equal to the difference between the amount of cash received plus the fair market value of any property received and such U.S. Holder's tax basis in such common shares sold or otherwise disposed of. A U.S. Holder's tax basis in common shares generally will be such U.S. Holder's U.S. Dollar cost for such common shares. Gain or loss recognized on such sale or other disposition generally will be long-term capital gain or loss if, at the time of the sale or other taxable disposition, the common shares have been held for more than one year.

Preferential tax rates currently apply to distributions fromlong-term capital gain of a U.S. Holder that is an individual, estate, or trust. There are currently no preferential tax rates for long-term capital gain of a U.S. Holder that is a corporation. Deductions for capital losses are subject to significant limitations under the Code.

Receipt of Foreign Currency

The amount of any distribution paid to a U.S. Holder in connection with the ownership of common shares, or on the sale or other taxable disposition of common shares, generally will be equal to the U.S. Dollar value of such foreign currency based on the exchange rate applicable on the date of receipt (regardless of whether such foreign currency is converted into U.S. Dollars at that time). A U.S. Holder will have a basis in the foreign currency equal to its U.S. Dollar value on the date of receipt. Any U.S. Holder who converts or otherwise disposes of the foreign currency after the date of receipt may have a foreign currency exchange gain or loss that would be treated as ordinary income or loss, and dispositionsgenerally will be U.S. source income or loss for foreign tax credit purposes. Different rules apply to U.S. Holders who use the accrual method with respect to foreign currency received upon the sale, exchange or other taxable disposition of the common shares. Each U.S. Holder should consult its own tax advisor regarding the U.S. federal income tax consequences of receiving, owning, and disposing of foreign currency.

Foreign Tax Credit

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

Complex limitations apply to the foreign tax credit, including the general limitation that the credit cannot exceed the proportionate share of a U.S. Holder's U.S. federal income tax liability that such U.S. Holder's "foreign source" taxable income bears to such U.S. Holder's worldwide taxable income. In applying this limitation, a U.S. Holder's various items of income and deduction must be classified, under complex rules, as either "foreign source" or "U.S. source." Generally, dividends paid by a non-U.S. corporation should be treated as foreign source for this purpose, and gains recognized on the sale of stock of a PFIC wherenon-U.S. corporation by a U.S. Holder should be treated as U.S. source for this purpose, except as otherwise provided in an applicable income tax treaty, and if an election is properly made under the U.S. Investor has marked to market, coordination rules for limited application will apply inCode. However, the caseamount of a distribution with respect to the common shares that is treated as a "dividend" may be lower for U.S. Investor that marksfederal income tax purposes than it is for Canadian federal income tax purposes, resulting in a reduced foreign tax credit allowance to market PFIC stock later thana U.S. Holder. In addition, this limitation is calculated separately with respect to specific categories of income. The foreign tax credit rules are complex, and each U.S. Holder should consult its own U.S. tax advisor regarding the beginning of the shareholder's holding period for the PFIC stock.foreign tax credit rules.

 

Special rules apply to the amount of foreign tax credit that a U.S. Holder may claim on a distribution from a PFIC. Subject to such special rules, foreign taxes paid with respect to any distribution in respect of stock in a PFIC are generally eligible for the calculation offoreign tax credit. The rules relating to distributions by a PFIC and their eligibility for the amountforeign tax credit are complicated, and a U.S. Holder should consult with its own tax advisor regarding the availability of the foreign tax credit with respect to excess distributions by a PFIC or inclusions under a QEF.

Controlled Foreign Corporation.

Sections 951 through 964 and Section 1248 of the Internal Revenue Code (the "Code") relate to controlled foreign corporations, referred to as "CFCs". A foreign corporation that qualifies as a CFC will not be treated as a PFIC with respect to a shareholder during the portion of the shareholder's holding period after December 31, 1997, during which the shareholder is a 10% United States shareholder and the corporation is a CFC. The PFIC provisions continue to apply in the case of PFIC that is also a CFC with respect to shareholders that are less than 10% United States shareholders.

The 10% United States shareholders of a CFC are subject to current United States tax on their pro rata shares of certain income of the CFC and their pro rata shares of the CFC's earnings invested in certain United States property. The effect is that the CFC provisions may impute some portion of such a corporation's undistributed income to certain shareholders on a current basis and convert into dividend income some portion of gains on dispositions of stock, which would otherwise qualify for capital gains treatment.

The Company does not believe that it is not and will not be a CFC. It is possible that the Company could become a CFC in the future. Even if the Company were classified as a CFC in a future year, however, the CFC rules referred to above would apply only with respect to 10% shareholders.PFIC.

 

 
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Personal Holding Company/Foreign Personal Holding Company/Foreign Investment Company

A corporation will be classified as a personal holding company (a "PHC") if at any time during the last half of a tax year (i) five or fewer individuals (without regard to their citizenship or residence) directly or indirectly or by attribution own more than 50% in value of the corporation's stock and (ii) at least 60% of its ordinary gross income, as specially adjusted, consists of personal holding company income (defined generally to include dividends, interest, royalties, rents and certain other types of passive income). A PHC is subject to a United States federal income tax of 39.6% on its undistributed personal holding company income (generally limited, in the case of a foreign corporation, to United States source income).

A corporation will be classified as a foreign personal holding company (an "FPHC") and not a PHC if at any time during a tax year (i) five or fewer individual United States citizens or residents directly or indirectly or by attribution own more than 50% of the total combined voting power or value of the corporation's stock and (ii) at least 60% of its gross income consists of foreign personal holding company income (defined generally to include dividends, interest, royalties, rents and certain other types of passive income). Each United States shareholder in a FPHC is required to include in gross income, as a dividend, an allocable share of the FPHC's undistributed foreign personal holding company income (generally the taxable income of the FPHC, as specially adjusted).

A corporation will be classified as a foreign investment company (an "FIC") if for any taxable year it: (i) is registered under the Investment Company Act of 1940, as amended, as a management company or share investment trust or is engaged primarily in the business of investing or trading in securities or commodities (or any interest therein); and (ii) 50% or more of the value or the total combined voting power of all the corporation's stock is owned directly or indirectly (including stock owned through the application of attribution rules) by United States persons. In general, unless an FIC elects to distribute 90% or more of its taxable income (determined under United States tax principles as specially adjusted) to its shareholders, gain on the sale or exchange of FIC stock is treated as ordinary income (rather than capital gain) to the extent of such shareholder's ratable share of the corporation's earnings and profits for the period during which such stock was held.

The Company believes that it is not and will not be a PHC, FPHC or FIC. However, no assurance can be given as to the Company's future status.

U.S. Information Reporting and Backup Withholding

 

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

Payments made within the U.S. or by a U.S. payor or U.S. middleman, of dividends on, and proceeds arising from the sale or other taxable disposition of, common shares will generally be subject to information reporting. In addition, backup withholding, currently, at thea rate of 31% unless the holder provides28%, may apply to such payments if a U.S. Holder (a) fails to furnish such U.S. Holder's correct U.S. taxpayer identification number (generally on aIRS Form W-9), (b) furnishes an incorrect U.S. taxpayer identification number, (c) is notified by the IRS that such U.S. Holder has previously failed to properly completed Form W-9 or otherwise establishes an exemption.

The amount of anyreport items subject to backup withholding willtax, or (d) fails to certify, under penalty of perjury, that such U.S. Holder has furnished its correct U.S. taxpayer identification number and that the IRS has not constitutenotified such U.S. Holder that it is subject to backup withholding. Certain exempt persons generally are excluded from these information reporting and backup withholding rules. Backup withholding is not an additional tax andtax. Any amounts withheld under the U.S. backup withholding rules will be allowed as a credit against the United States Investor'sa U.S. Holder's U.S. federal income tax liability.liability, if any, or will be refunded, if such U.S. Holder furnishes required information to the IRS in a timely manner. Each U.S. Holder should consult its own tax advisor regarding the information reporting and backup withholding rules.

 

Filing of Information Return.F. Dividends and Paying Agents

Under a number of circumstances, a United States Investor acquiring shares of the Company may be required to file an information return. 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 United States Investors should consult their own tax advisors concerning these requirements.

- 57 -

F.

Dividends and Paying Agents

 

Not applicable.

 

G.G. Statement by Experts

Statement by Experts

 

Not applicable.

 

H.H. Documents on Display

Documents on Display

 

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

 

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

 

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

 

I.I. Subsidiary Information

Subsidiary Information

 

Not applicable.

 

Item 11. Quantitative and Qualitative Disclosures About Financial InstrumentMarket Risks

We are exposed to various risks including currency risks, credit risks, liquidity risks and interest rate risks, which may affect our results of operations and financial condition and, consequently, the value of our company.

a) Credit risk

Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The Company's cash and cash equivalents is exposed to credit risk. The Company is not exposed to significant credit risk on amounts receivable.

The Company manages credit risk, in respect of cash, by maintaining the majority of cash at high credit rated Canadian financial institutions.

- 58 -

Concentration of credit risk exists with respect to the Company's cash and cash equivalents and reclamation deposits as the majority of the amounts are held with a single Canadian and US financial institution. The Company's concentration of credit risk, and maximum exposure thereto, is as follows:

 

 

January 31,

2016

 

 

January 31,

2015

 

 

 

 

 

 

 

 

Cash and cash equivalents held at major financial institutions

 

 

 

 

 

 

Canada – cash

 

$199,934

 

 

$103,470

 

US – cash

 

 

400,030

 

 

 

44,105

 

 

 

 

599,964

 

 

 

147,575

 

Reclamation deposits held at major financial inst.

 

 

89,638

 

 

 

655,209

 

 

 

 

 

 

 

 

 

 

Total cash and equivalents and reclamation deposits

 

$689,602

 

 

$802,784

 

b) Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in satisfying financial obligations as they become due.

 

The Company manages its liquidity risk by forecasting cash flows required by operations and anticipated investing and financing activities. The Company had a working capitalAudit Committee of $470,078 at January 31, 2016 and $11,324 at January 31, 2015. The Company has cash at January 31, 2016 in the amountour board of $599,964 (2015 - $147,575) in order to meet short-term business requirements. At January 31, 2016, the Company had current liabilities of $148,637 (2015 - $154,653). Accounts payable have contractual maturities of approximately 30 days and are subject to normal trade terms. Amounts due to related parties are without stated terms of interest or repayment

The Company will require significant cash funding to conduct its planned exploration programs, meet its administrative overhead costs, and maintain its mineral properties in 2017. This will require the Company to continue to monitor its financing requirements

c) Market risk

Market risk consists of interest rate risk, foreign currency risk and other price risk. These are discussed further below.

Interest rate risk

Interest rate risk consists of two components:

(i)

To the extent that payments made or received on the Company's monetary assets and liabilities are affected by changes in the prevailing market interest rates, the Company is exposed to interest rate cash flow risk.

(ii)

To the extent that changes in prevailing market rates differ from the interest rate in the Company's monetary assets and liabilities, the Company is exposed to interest rate price risk.

The Company is exposed to interest rate price risk with respect to reclamation deposits as they bear interest at market rates. However, given the stated rates of interest are fixed, the Company is not exposed to significant interest rate price risk as at January 31, 2016 and 2015.

- 59 -

Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes indirectors regularly reviews foreign exchange and interest rates. The Company is exposed to foreign currency risk toOur policy prohibits the extent that monetary assets and liabilities are denominated in foreign currency.

The Company is exposed to foreign currency risk with respect to cash, other amounts receivable, accounts payable and accrued liabilities, and amounts payable to related parties, as a portion of these amounts are denominated in US dollars as follows:

 

 

January 31,
2016

 

 

January 31,
2015

 

 

 

 

 

 

 

 

Cash

 

US$

 285,613

 

 

US$

34,698

 

Other amounts receivable

 

 

149

 

 

 

2,343

 

Amounts receivable from a related parties

 

 

-

 

 

 

46,340

 

Reclamation bonds

 

 

64,000

 

 

 

515,466

 

Accounts payable

 

 

(3,317)

 

 

(15,945)

 

 

 

 

 

 

 

 

 

Net exposure

 

US$

 346,445

 

 

US$

582,902

 

 

 

 

 

 

 

 

 

 

Canadian dollar equivalent

 

$485,231

 

 

$740,927

 

Based on the net Canadian dollar denominated asset and liability exposures as at January 31, 2016, a 10% (2015 – 10%) fluctuation in the Canadian/US exchange rates will impact the Company's net income and comprehensive income by approximately $48,523 (2015 - $74,093).

The Company manages foreign currency risk by minimizing the valueuse of financial instruments denominatedfor speculative purposes. See Note 14 in foreign currency. The Company has not entered into any foreign currency contracts to mitigateour annual audited consolidated Financial Statements contained in this Annual Report for quantitative and qualitative disclosure of market risk.

Other price risk

Other price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market prices, other than those arising from interest rate risk or foreign currency risk. The Company is exposed to other price risk with respect to its investment securities, as they are carried at fair value based on quoted market prices.

The Company's ability to raise capital to fund mineral resource exploration is subject to risks associated with fluctuations in mineral resource prices. Management closely monitors commodity prices, individual equity movements and the stock market to determine the appropriate course of action to be taken by the Company.

 

Item 12. Description of Securities Other than Equity Securities

 

Not applicable.

 

 
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PART II

 

Item 13. Defaults, Dividend Arrearages and Delinquencies

 

Not Applicable.

 

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

 

Not Applicable.

 

Item 15. Controls and Procedures

Disclosure Controls and Procedures

 

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

 

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

 

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

 

Management'sManagement’s Annual Report on Internal Control Over Financial Reporting

 

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

 

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

 

 
- 61 -
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The Company'sCompany’s management, including the Company'sCompany’s principal executive officer and principal financial officer, along with an independent consultant, conducted an evaluation of the design and operation of the Company'sCompany’s internal control over financial reporting as of January 31, 20162018 based on the criteria set forth in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation. Based on this evaluation, the Company'sCompany’s management concluded the Company'sCompany’s internal control over financial reporting was not effective as at January 31, 20162018 due to the following material weaknesses: (i) inadequatedue to the limited number of staff resources, the Company believes there are instances where a lack of segregation of duties exist to provide effective controls; and effective risk assessment; (ii) insufficient written policiesdue to the limited number of staff resources, the Company may not have the necessary in-house knowledge to address complex accounting and procedures for accounting, financial reporting and corporate governance; and (iii) insufficient disaster recovery plans.

The Company has taken steps to enhance and improve the design of the Company's internal controls over financial reporting, however these steps were not complete as of January 31, 2016.tax issues that may arise. During the period covered by this annual report on Form 20-F,we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the following changes during the Company's fiscal year ending January 31, 2016: (i) address inadequate segregation of duties and ineffective risk management; (ii) adopt sufficient written policies and procedures for accounting, financial reporting and corporate governance; and (iii) implement a disaster recovery plan.

 

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

 

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

 

Attestation Report of the Registered Public Accounting Firm

 

Not Applicable.

 

Changes in Internal Control over Financial Reporting

 

There were no changes in internal control over financial reporting in the year ended January 31, 2016; however, as a result of the evaluation of the Company's internal control over financial reporting as of January 31, 2016, conducted by the Company's principal executive officer, principal financial officer and an independent consultant, we expect to make such changes during the year ending January 31, 2017.2018.

 

Item 16. [Reserved]

 

Not Applicable.

 

Item 16A. Audit Committee Financial Expert

 

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

 

- 62 -

Item 16B. Code of Ethics

 

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

 

Item 16C. Principal Accountant Fees and Services

 

The independent auditor for the years ended January 31, 2016, 20152018 and 20142017 was Manning Elliott LLP.

 

Audit Fees

 

The aggregate fees billed by Manning Elliott LLP for the audit of the Company'sCompany’s annual financial statements for the fiscal year ended January 31, 20162018 were $32,000.$38,250. The aggregate fees billed by Manning Elliott LLP for the fiscal year ended January 31, 20152017 were $36,000.$32,000.

 

Audit-Related Fees

 

The audit related fees billed by Manning Elliott LLP for the year ended January 31, 20162018 are estimated to be $4,000.$3,750. The audit related fees billed by Manning Elliott for the year ended January 31, 20152017 were $4,000.$3,250. These fees relate to the advisory services provided with respect to the Company'sCompany’s Form 20-F.

 

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Table of Contents

Tax Fees

 

The tax fees billed by Manning Elliott LLP for the year ended January 31, 20162018 are estimated to be $3,000.$3,250. The tax fees billed by Manning Elliott LLP for the year ended January 31, 20152017 were $3,000. The services comprising these fees include compliance service with respect to Canadian tax filings.

 

All Other Fees

 

The aggregate fees billed for all other professional services rendered by the Company'sCompany’s independent registered public accounting firm were nil$Nil for the fiscal years ended January 31, 20162018 and 2015.2017, respectively.

 

The Audit Committee approved 100% of the fees paid to the principal accountant for audit-related, tax and other fees in the year ended January 31, 2016.2018 and 2017. The Audit Committee pre-approves all non-audit services to be performed by the auditor in accordance with the Audit Committee Charter. The percentage of hours expended on the principal accountant'saccountant’s engagement to audit the Company'sCompany’s financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant'saccountant’s full-time, permanent employees was 0%.

 

- 63 -

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

 

Not applicable.

 

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

 

None.

 

Item 16F. Change in Registrant'sRegistrant’s Certifying Accountant

 

Not applicable

 

Item 16G. Corporate Governance

 

Not applicable.

 

Item 16H. Mine Safety Disclosure

 

Under Section 1503(a)

Each of the Dodd-Frank Wall Street Reform and Consumer Protection Act and under the SEC's recently adopted Item 104 of Regulation S-K, each operator of a coal or other mineCompany’s properties is required to include disclosures regarding certain mine safety results in its periodic reports filed with the SEC. The operation of the our quarries is subject to regulation by the federal Mine Safety and Health Administration (MSHA) under the Federal Mine Safety and Health Act of 1977. We do not own any operating mines in the United States and as a result, this information is not required.exploration stage. We have no reportable events required under Item 16H.

 

 
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Table of Contents


PART III

 

IPART IIItem 17. Financial Statements

See Item 18.

 

Item 18.17. Financial Statements

 

The following Consolidated Financial Statements pertaining to the Company are filed as part of this annual report:See Item 18.

Independent Auditors' Report

69

Consolidated Statements of Financial Position

70

Consolidated Statements of Operations and Comprehensive Income (Loss)

71

Consolidated Statements of Changes in Equity

72

Consolidated Statements of Cash Flows

73

Notes to Consolidated Financial Statements

74 - 99

- 65 -

Item 18. Financial Statements

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

Report of Independent Registered Accounting Firm

49

Consolidated Statements of Financial Position

50

Consolidated Statements of Operations and Comprehensive Income (Loss)

51

Consolidated Statements of Changes in Equity

52

Consolidated Statements of Cash Flows

53

Notes to Consolidated Financial Statements

54

Item 19. Exhibits

Exhibit

Number

Name

1.1

Memorandum of Coral Gold Resources Ltd.*

1.2

Articles of Coral Gold Resources Ltd.*

8.1

List of Subsidiaries

12.1

Certification of the Principal Executive Officer

12.2

Certification of the Principal Financial Officer

13.1

Certificate of Principal Executive Officer under the Sarbanes-Oxley Act

13.2

Certificate of Principal Financial Officer under the Sarbanes-Oxley Act

15.1

Geological Report on the Robertson Property*

15.2

Update of the Geological Report on the Robertson Property*

_____________ 

* ________

*Incorporated by reference from a previous filing.

 

 
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CORAL GOLD RESOURCES LTD.

(an Exploration Stage Company)

 

Consolidated financial statementsFinancial Statements

 

For the years endedYears Ended January 31, 2016, 2015,2018, 2017, and 20142016

(Expressed in Canadian Dollars)

46

Index

 

Page

 

 

 

 

 

Management'sManagement’s Responsibility for Financial Reporting

48

Report of Independent Registered Public Accounting Firm

49

Consolidated Financial Statements

 

 

68

 

Consolidated Statements of Financial Position

 

50

 

Report of Independent Registered Public Accounting Firm

69

Consolidated Financial Statements

Consolidated Statements of Financial Position

70

Consolidated Statements of Operations and Comprehensive Income (Loss)

 

51

71

 

Consolidated Statements of Changes in Equity

 

52

72

 

Consolidated Statements of Cash Flows

 

53

 

Consolidated Statements of Cash Flows

73

Notes to the Consolidated Financial Statements

 

7454 – 9976

 

 
- 67 -47
 

 ��

MANAGEMENT'SMANAGEMENT’S RESPONSIBILITY FOR FINANCIAL REPORTING

 

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

 

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

 

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

 

The consolidated financial statements as at January 31, 20162018 and 20152017 and for the years ended January 31, 2016, 2015,2018, 2017, and 20142016 have been audited by Manning Elliott LLP, an independent registered public accounting firm, and their report outlines the scope of their examination and gives their opinion on the consolidated financial statements.

 

"

David Wolfin"Wolfin” 

 

"Malcolm Davidson"Davidson”             

David Wolfin

 

Malcolm Davidson, CPA, CA

President & CEO

 

Chief Financial Officer

May 30, 201631, 2018  

May 30, 201631, 2018

 

 
- 68 -48
 


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


 

To the Shareholders and the Board of Directors of

Coral Gold Resources Ltd.

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated financial statements of Coral Gold Resources Ltd. (the “Company”), which comprise the consolidated statements of financial position as at January 31, 20162018 and 2015January 31, 2017, and the consolidated statements of operations and comprehensive income (loss), consolidated statements of changes in equity and consolidated statements of cash flows for the years ended January 31, 2016, 2015,2018, 2017 and 2014,2016, and the related notes, comprisingincluding a summary of significant accounting policies and other explanatory information.information (collectively referred to as the “consolidated financial statements”).

 

Management'sIn our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as at January 31, 2018 and January 31, 2017, and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Basis for Opinion

Management’s Responsibility for the ConsolidatedFinancial Statements

 

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

 

Auditors'Auditor’s Responsibility

 

Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we comply with ethical requirements and plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.misstatement, whether due to fraud or error. Those standards also require that we comply with ethical requirements. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. Further, we are required to be independent of the Company in accordance with the ethical requirements that are relevant to our audits of the consolidated financial statements in Canada and to fulfill our other ethical responsibilities in accordance with these requirements.

 

An audit involvesincludes performing procedures to obtain auditassess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, and performing procedures that respond to those risks. Such procedures include examining, on a test basis, evidence aboutregarding the amounts and disclosures in the consolidated financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the Company'sCompany’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company'sCompany’s internal control. The Company is not required to have, nor were we engaged to perform, an audit of the Company's internal control over financial reporting; accordingly we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies and principles used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

 

We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a reasonable basis for our audit opinion.

 

Opinion

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of Coral Gold Resources Ltd. as at January 31, 2016 and 2015 and the results of its financial performance and its cash flows for the years ended January 31, 2016, 2015 and 2014 in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Emphasis of Matter

Without qualifying our opinion, we draw attention to Note 1 to these consolidated financial statements which describes the existence of a material uncertainty that may cast significant doubt about the ability of Coral Gold Resources Ltd. to continue as a going concern.

/s/S/ Manning Elliott LLP       

 

CHARTERED PROFESSIONAL ACCOUNTANTS

Vancouver, British ColumbiaCanada 

May 30, 201631, 2018

 

Comments by independent registered public accounting firm on Canada – United States reporting differences

The standards ofWe have served as the Public Company Accounting Oversight Board (United States) require the auditors' conclusion to be expressed using an unconditional statement of "substantial doubt" about the ability of Coral Gold Resources Ltd. (the "Company") to continue as a going concern. Our Report to the Shareholders dated May 30, 2016 is expressed in accordance with Canadian reporting standards that do not require the specific wording "substantial doubt" or to state the conditions and events that were considered in reaching this conclusion.

In accordance with the standards of the Public Company Accounting Oversight Board (United States) we state that the accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has a working capital deficit, has accumulated lossesCompany’s auditor since inception and has not generated any revenues. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also discussed in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.2013.

/s/ Manning Elliott LLP                                                     

CHARTERED PROFESSIONAL ACCOUNTANTS

Vancouver, British Columbia

May 30, 2016

 

 
- 69 -49
 

CORAL GOLD RESOURCES LTD.

Consolidated Statements of Financial Position

(Expressed in Canadian dollars)

 

 

Note

 

 

As at
January 31,
2016

 

 

As at
January 31,
2015

 

 

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

 

 

$599,964

 

 

$147,575

 

Other amounts receivable

 

 

 

 

 

4,887

 

 

 

17,954

 

Prepaid expenses

 

 

 

 

 

13,864

 

 

 

448

 

 

 

 

 

 

 

618,715

 

 

 

165,977

 

 

 

 

 

 

 

 

 

 

 

 

 

Exploration and Evaluation Assets

 

4

 

 

 

19,192,353

 

 

 

19,152,737

 

Property and Equipment

 

6

 

 

 

94,696

 

 

 

96,986

 

Investments in Marketable Securities

 

7

 

 

 

92,746

 

 

 

146,032

 

Reclamation Bonds

 

8

 

 

 

89,638

 

 

 

655,209

 

Amounts Receivable from a Related Party

 

11b

 

 

-

 

 

 

58,903

 

Total Assets

 

 

 

 

$20,088,148

 

 

$20,275,844

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

 

 

 

$64,324

 

 

$71,761

 

Amounts payable to related parties

 

11c

 

 

84,313

 

 

 

82,892

 

 

 

 

 

 

 

148,637

 

 

 

154,653

 

 

 

 

 

 

 

 

 

 

 

 

 

Reclamation Provision

 

12

 

 

 

645,153

 

 

 

566,410

 

Deferred Tax Liability

 

17

 

 

 

620,000

 

 

 

1,290,000

 

Total liabilities

 

 

 

 

 

1,413,790

 

 

 

2,011,063

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity

 

 

 

 

 

 

 

 

 

 

 

Share Capital

 

9

 

 

 

45,367,275

 

 

 

45,205,901

 

Equity Reserves

 

 

 

 

 

1,086,046

 

 

 

2,684,849

 

Accumulated Other Comprehensive Income

 

 

 

 

 

40,628

 

 

 

87,588

 

Accumulated Deficit

 

 

 

 

 

(27,829,911)

 

 

(29,723,877)

Equity Attributable to Equity Holders of the Company

 

 

 

 

 

18,664,038

 

 

 

18,254,461

 

Equity Attributable to Non-Controlling Interests

 

 

 

 

 

10,320

 

 

 

10,320

 

Total Equity

 

 

 

 

 

18,674,358

 

 

 

18,264,781

 

Total Liabilities and Equity

 

 

 

 

$20,088,148

 

 

$20,275,844

 

 

Nature and continuance of operations – Note 1

CORAL GOLD RESOURCES LTD.

Consolidated Statements of Financial Position

(Expressed in Canadian dollars)

 

 

Note

 

 

January 31,

2018

 

 

January 31,

2017

 

 

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

 

 

$14,321,433

 

 

$54,847

 

Term deposits

 

 

 

 

 

3,694,415

 

 

 

-

 

Other amounts receivable

 

 

 

 

 

87,960

 

 

 

5,693

 

Prepaid expenses

 

 

 

 

 

32,237

 

 

 

13,177

 

Total current assets

 

 

 

 

 

18,136,045

 

 

 

73,717

 

 

 

 

 

 

 

 

 

 

 

 

 

Exploration and Evaluation Assets

 

 

6

 

 

 

199,848

 

 

 

19,258,358

 

Property and Equipment

 

 

8

 

 

 

1,079

 

 

 

92,488

 

Royalty Receivable

 

 

9

 

 

 

3,540,753

 

 

 

-

 

Investments

 

 

10

 

 

 

60,057

 

 

 

133,195

 

Reclamation Bonds

 

 

11

 

 

 

-

 

 

 

83,277

 

Total assets

 

 

 

 

 

$21,937,782

 

 

$19,641,035

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

 

 

 

 

$48,303

 

 

$76,923

 

Amounts payable to related parties

 

 

13b

 

 

39,865

 

 

 

114,322

 

Current income tax liability

 

 

 

 

 

 

2,751,000

 

 

 

-

 

Total current liabilities

 

 

 

 

 

 

2,839,168

 

 

 

191,245

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reclamation Provision

 

 

14

 

 

 

-

 

 

 

559,257

 

Deferred Tax Liability

 

 

19

 

 

 

42,000

 

 

 

1,043,000

 

Total liabilities

 

 

 

 

 

 

2,881,168

 

 

 

1,793,502

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

Share Capital

 

 

12

 

 

 

44,356,316

 

 

 

45,495,382

 

Equity Reserves

 

 

 

 

 

 

1,182,299

 

 

 

1,071,804

 

Accumulated Other Comprehensive Income

 

 

 

 

 

 

23,808

 

 

 

81,077

 

Accumulated Deficit

 

 

 

 

 

 

(26,516,129)

 

 

(28,811,050)

Equity Attributable to Equity Holders of the Company

 

 

 

 

 

 

19,046,294

 

 

 

17,837,213

 

Equity Attributable to Non-Controlling Interests

 

 

 

 

 

 

10,320

 

 

 

10,320

 

Total Equity

 

 

 

 

 

 

19,056,614

 

 

 

17,847,533

 

Total Liabilities and Equity

 

 

 

 

 

$21,937,782

 

 

$19,641,035

 

Commitments – Note 1315

 

Approved by the Board of Directors on May 30, 2016:31, 2018:

 

/s/ David Wolfin

Director

/s/ Gary Robertson

Director

  

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

 

 
- 70 -50
 

 

CORAL GOLD RESOURCES LTD.

CORAL GOLD RESOURCES LTD.

Consolidated Statements of Operations and Comprehensive Income (Loss)

For the years ended January 31, 2018, 2017, and 2016

(Expressed in Canadian dollars)

Consolidated Statements of Operations and Comprehensive Income (Loss) 

For the years ended January 31, 2016, 2015, and 2014 

(Expressed in Canadian dollars)

  

 

Note

 

2016

 

2015

 

2014

 

 

Note

 

2018

 

2017

 

2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating and Administrative Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consulting fees

 

 

 

$2,663

 

$18,731

 

$18,836

 

 

 

 

$97,500

 

$17,915

 

$2,663

 

Depreciation

 

 

 

2,290

 

2,397

 

6,975

 

 

 

 

1,670

 

2,207

 

2,290

 

Directors' fees

 

 

 

18,000

 

18,000

 

18,000

 

Directors’ fees

 

 

 

33,750

 

18,000

 

18,000

 

Finance costs

 

12

 

17,389

 

14,519

 

11,850

 

 

14

 

6,786

 

18,240

 

17,389

 

Impairment of exploration and evaluation assets

 

5

 

212,519

 

-

 

498,528

 

 

7

 

-

 

-

 

212,519

 

Investor relations

 

 

 

7,698

 

14,982

 

10,305

 

 

 

 

60,603

 

97,977

 

7,698

 

Management fees

 

 

 

30,000

 

30,000

 

30,000

 

 

 

 

154,500

 

30,000

 

30,000

 

Office and miscellaneous

 

 

 

10,632

 

37,459

 

44,426

 

 

 

 

28,123

 

40,029

 

10,632

 

Professional fees

 

 

 

67,295

 

62,964

 

87,669

 

 

 

 

169,845

 

215,740

 

67,295

 

Regulatory and compliance fees

 

 

 

39,491

 

29,324

 

23,603

 

Listing and filing fees

 

 

 

69,670

 

23,327

 

39,491

 

Salaries and benefits

 

 

 

73,031

 

46,164

 

95,134

 

 

 

 

159,457

 

91,470

 

73,031

 

Share-based payments

 

10

 

157,142

 

259,163

 

9,350

 

 

12

 

565,250

 

7,865

 

157,142

 

Travel

 

 

 

 

4,043

 

 

 

4,766

 

 

 

5,841

 

 

 

 

 

28,828

 

 

 

17,296

 

 

 

4,043

 

 

 

 

 

642,193

 

 

 

538,469

 

 

 

860,517

 

 

 

 

 

1,375,982

 

 

 

580,066

 

 

 

642,193

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss before other items and tax

 

 

 

(642,193)

 

(538,469)

 

(860,517)

Loss Before Other Items and Income Taxes

 

 

 

(1,375,982)

 

(580,066)

 

(642,193)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other items

 

 

 

 

 

 

 

 

 

Interest and other income

 

 

 

119

 

629

 

248

 

Other Items

 

 

 

 

 

 

 

 

 

Gain on sale of exploration and evaluation assets

 

5

 

5,871,719

 

-

 

-

 

Finance income

 

 

 

117,379

 

-

 

-

 

Gain on sale of investments

 

7

 

27,059

 

7,130

 

107,300

 

 

10

 

93,693

 

-

 

27,059

 

Foreign exchange gain (loss)

 

 

 

(907,286)

 

21,927

 

(9,595)

Loss on sale of fixed asset

 

 

 

(34,183)

 

-

 

-

 

Gain on forgiveness of debt

 

 

 

5,250

 

-

 

-

 

 

 

 

 

-

 

 

 

-

 

 

 

5,250

 

Gain on settlement of debt

 

9b

 

 

-

 

25,719

 

46,340

 

Foreign exchange gain (loss)

 

 

 

 

(9,714)

 

 

28,798

 

 

 

7,903

 

Loss Before Income Tax

 

 

 

(619,479)

 

(476,193)

 

(698,726)

Deferred income tax recovery

 

17

 

 

670,000

 

 

 

476,720

 

 

 

647,855

 

Income (Loss) Before Income Taxes

 

 

 

3,765,340

 

(558,139)

 

(619,479)

Income Tax Recovery (Expense)

 

 

 

 

 

 

 

 

 

Current income tax expense

 

 

 

(2,751,000)

 

-

 

-

 

Deferred income tax recovery (expense)

 

19

 

 

1,001,000

 

 

 

(423,000)

 

 

670,000

 

 

 

 

 

(1,750,000)

 

 

(423,000)

 

 

670,000

 

Net Income (Loss)

 

 

 

50,521

 

527

 

(50,871)

 

 

 

 

2,015,340

 

 

(981,139)

 

50,521

 

Other Comprehensive Income (Loss) – Items that may be reclassified subsequently to income or loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized gain (loss) on available for sale securities

 

7

 

 

(46,960)

 

 

7,127

 

 

 

(197,176)

 

10

 

 

(57,269)

 

 

40,449

 

 

 

(46,960)

COMPREHENSIVE INCOME (LOSS)

 

 

 

$3,561

 

 

$7,654

 

 

$(248,047)

 

 

 

 

 

 

 

 

 

Income (Loss) per Share - Basic and Diluted

 

 

 

$0.00

 

 

$0.00

 

 

$(0.00)

Comprehensive Income (Loss)

 

 

 

$1,958,071

 

 

$(940,690)

 

$3,561

 

Earnings (Loss) per Share - Basic and Diluted

 

 

 

$0.04

 

 

$(0.02)

 

$0.00

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average Number of Common Shares Outstanding

 

 

 

 

44,200,953

 

 

 

42,016,049

 

 

 

36,024,532

 

 

3

 

 

 

 

 

 

 

Basic

 

 

 

47,570,158

 

48,396,734

 

44,200,953

 

Diluted

 

 

 

 

50,509,282

 

 

 

48,396,734

 

 

 

44,200,953

 

 

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

 

 
- 71 -51
 

  

CORAL GOLD RESOURCES LTD.

CORAL GOLD RESOURCES LTD.

Consolidated Statements of Changes in Equity

For the years ended January 31, 2018, 2017, and 2016

(Expressed in Canadian dollars)

Consolidated Statements of Equity

For the years ended January 31, 2016, 2015, and 2014

(Expressed in Canadian dollars)

 

 

Note

 

Number of Common Shares

 

Share Capital Amount

 

Reserve for Stock Options

 

Reserve for Warrants

 

Total Reserves

 

Accumulated Other Comprehensive Income

 

Accumulated Deficit

 

Non-Controlling Interest

 

Total

 

 

Note

 

Number of Common Shares

 

Share Capital Amount

 

 Reserve for Stock Options

 

 Reserve for Warrants

 

Total Reserves

 

Accumulated Other Comprehensive Income

 

Accumulated Deficit

 

Non-Controlling Interest

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, January 31, 2013

 

 

 

33,563,649

 

43,954,422

 

$903,316

 

$1,798,602

 

$2,701,918

 

$277,637

 

$(30,048,751)

 

$10,320

 

$16,895,546

 

Common shares issued for cash:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Private Placements

 

9

 

3,694,500

 

278,190

 

-

 

91,260

 

91,260

 

-

 

-

 

-

 

369,450

 

Less: Share issuance costs

 

 

 

-

 

(3,000)

 

-

 

-

 

-

 

-

 

-

 

-

 

(3,000)

Common shares issued for debt

 

9

 

514,892

 

82,383

 

-

 

-

 

-

 

-

 

-

 

-

 

82,383

 

Share-based payments

 

10

 

-

 

-

 

2,629

 

6,721

 

9,350

 

-

 

-

 

-

 

9,350

 

Transfer of expired/cancelled

options

 

 

 

-

 

-

 

(64,334)

 

-

 

(64,334)

 

-

 

64,334

 

-

 

-

 

Unrealized loss on investment in securities, net of tax

 

7

 

-

 

-

 

-

 

-

 

-

 

(197,176)

 

-

 

-

 

(197,176)

Net loss for 2014

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(50,871)

 

 

-

 

 

 

(50,871)

Balance, January 31, 2014

 

 

 

37,773,041

 

$44,311,995

 

$841,611

 

$1,896,583

 

$2,738,194

 

$80,461

 

$(30,035,288)

 

$10,320

 

$17,105,682

 

Common shares issued for cash:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Private Placements

 

9

 

4,150,000

 

705,500

 

-

 

-

 

-

 

-

 

-

 

-

 

705,500

 

Exercise of warrants and compensation options

 

 

 

45,000

 

8,374

 

-

 

(1,624)

 

(1,624)

 

-

 

-

 

-

 

6,750

 

Common shares issued for debt

 

9

 

857,296

 

180,032

 

-

 

-

 

-

 

-

 

-

 

-

 

180,032

 

Share-based payments

 

10

 

-

 

-

 

237,547

 

21,616

 

259,163

 

-

 

-

 

-

 

259,163

 

Transfer of expired/cancelled

options

 

 

 

-

 

-

 

(310,884)

 

-

 

(310,884)

 

-

 

310,884

 

-

 

-

 

Unrealized gain on investment in securities, net of tax

 

7

 

-

 

-

 

-

 

-

 

-

 

7,127

 

-

 

-

 

7,127

 

Net income for 2015

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

527

 

 

 

-

 

 

 

527

 

Balance, January 31, 2015

 

 

 

42,825,337

 

$45,205,901

 

$768,274

 

$1,916,575

 

$2,684,849

 

$87,588

 

$(29,723,877)

 

$10,320

 

$18,264,781

 

 

 

 

42,825,337

 

$45,205,901

 

$768,274

 

$1,916,575

 

$2,684,849

 

$87,588

 

$(29,723,877)

 

$10,320

 

$18,264,781

 

Common shares issued for cash:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Private Placements

 

9

 

5,000,000

 

162,500

 

-

 

87,500

 

87,500

 

-

 

-

 

-

 

250,000

 

 

12

 

5,000,000

 

162,500

 

-

 

87,500

 

87,500

 

-

 

-

 

-

 

250,000

 

Less: Share issuance costs

 

 

 

-

 

(1,126)

 

-

 

-

 

-

 

-

 

-

 

-

 

(1,126)

 

 

 

-

 

(1,126)

 

-

 

-

 

-

 

-

 

-

 

-

 

(1,126)

Share-based payments

 

10

 

-

 

-

 

13,446

 

143,696

 

157,142

 

-

 

-

 

-

 

157,142

 

 

12

 

-

 

-

 

13,446

 

143,696

 

157,142

 

-

 

-

 

-

 

157,142

 

Transfer of expired/cancelled

options and warrants

 

 

 

-

 

-

 

(118,000)

 

(1,725,445)

 

(1,843,445)

 

-

 

1,843,445

 

-

 

-

 

 

 

 

-

 

-

 

(118,000)

 

(1,725,445)

 

(1,843,445)

 

-

 

1,843,445

 

-

 

-

 

Unrealized loss on investment in securities, net of tax

 

7

 

-

 

-

 

-

 

-

 

-

 

(46,960)

 

-

 

-

 

(46,960)

Unrealized gain on investment in securities, net of tax

 

10

 

-

 

-

 

-

 

-

 

-

 

(46,960)

 

-

 

-

 

(46,960)

Net income for 2016

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

50,521

 

 

 

-

 

 

 

50,521

 

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

50,521

 

 

 

-

 

 

 

50,521

 

Balance, January 31, 2016

 

 

 

 

47,825,337

 

 

$45,367,275

 

 

$663,720

 

 

$422,326

 

 

$1,086,046

 

 

$40,628

 

 

$(27,829,911)

 

$10,320

 

 

$18,674,358

 

 

 

 

 

47,825,337

 

 

$45,367,275

 

 

$663,720

 

 

$422,326

 

 

$1,086,046

 

 

$40,628

 

 

$(27,829,911)

 

$10,320

 

 

$18,674,358

 

Common shares issued for cash:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercise of stock options

 

12

 

25,000

 

10,250

 

(4,250)

 

-

 

(4,250)

 

-

 

-

 

-

 

6,000

 

Exercise of warrants and compensation options

 

 

 

1,000,000

 

117,857

 

-

 

(17,857)

 

(17,857)

 

-

 

-

 

-

 

100,000

 

Share-based payments

 

12

 

-

 

-

 

7,865

 

-

 

7,865

 

-

 

-

 

-

 

7,865

 

Unrealized loss on investment in securities, net of tax

 

10

 

-

 

-

 

-

 

-

 

-

 

40,449

 

-

 

-

 

40,449

 

Net loss for 2017

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(981,139)

 

 

-

 

 

 

(981,139)

Balance, January 31, 2017

 

 

 

 

48,850,337

 

 

$45,495,382

 

 

$667,335

 

 

$404,469

 

 

$1,071,804

 

 

$81,077

 

 

$(28,811,050)

 

$10,320

 

 

$17,847,533

 

Common shares issued for cash:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercise of stock options

 

12

 

510,000

 

249,209

 

(98,609)

 

-

 

(98,609)

 

-

 

-

 

-

 

150,600

 

Exercise of warrants and compensation options

 

 

 

3,965,000

 

481,315

 

-

 

(76,565)

 

(76,565)

 

-

 

-

 

-

 

404,750

 

Less: Share issuance costs

 

 

 

-

 

(5,850)

 

-

 

-

 

-

 

-

 

-

 

-

 

(5,850)

Common shares returned to treasury and cancelled

 

12

 

(4,150,000)

 

(1,411,000)

 

-

 

-

 

-

 

-

 

-

 

-

 

(1,411,000)

Common shares repurchased and cancelled

 

 

 

(911,500)

 

(320,431)

 

-

 

-

 

-

 

-

 

-

 

-

 

(320,431)

Common shares repurchased in treasury

 

 

 

(432,500)

 

(132,309)

 

-

 

-

 

-

 

-

 

-

 

-

 

(132,309)

Share-based payments

 

12

 

-

 

-

 

565,250

 

-

 

565,250

 

-

 

-

 

-

 

565,250

 

Transfer of expired/cancelled

options and warrants

 

 

 

-

 

-

 

(269,581)

 

(10,000)

 

(279,581)

 

-

 

279,581

 

-

 

-

 

Unrealized gain on investment in securities, net of tax

 

10

 

-

 

-

 

-

 

-

 

-

 

(57,269)

 

-

 

-

 

(57,269)

Net income for 2018

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

2,015,340

 

 

 

-

 

 

 

2,015,340

 

Balance, January 31, 2018

 

 

 

 

47,831,337

 

 

$44,356,316

 

 

$864,395

 

 

$228,515

 

 

$1,182,299

 

 

$23,808

 

 

$(26,516,129)

 

$10,320

 

 

$19,056,614

 

 

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

 

 
- 72 -52
 

 

CORAL GOLD RESOURCES LTD.

CORAL GOLD RESOURCES LTD.

Consolidated Statements of Cash Flows

For the years ended January 31, 2018, 2017, and 2016

(Expressed in Canadian dollars)

Consolidated Statements of Cash Flows

For the years ended January 31, 2016, 2015, and 2014

(Expressed in Canadian dollars)

 

 

Note

 

2016

 

2015

 

2014

 

 

Note

 

 

2018

 

 

2017

 

 

2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH PROVIDED BY (USED IN):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

 

 

$50,521

 

$527

 

$(50,871)

 

 

 

$2,015,340

 

$(981,139)

 

$50,521

 

Adjustments for non-cash items:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current income tax expense

 

 

 

2,751,000

 

-

 

-

 

Deferred income tax expense (recovery)

 

 

 

(1,001,000)

 

423,000

 

(670,000)

Depreciation

 

 

 

2,290

 

2,397

 

6,975

 

 

 

 

1,670

 

2,207

 

2,290

 

Share-based payments

 

 

 

157,142

 

259,163

 

9,350

 

Finance costs

 

 

 

6,786

 

18,240

 

17,389

 

Foreign exchange gain (loss)

 

 

 

(507,302)

 

(37,713)

 

55,070

 

Gain on sale of investments

 

 

 

(27,059)

 

(7,130)

 

(107,300)

 

 

 

(93,693)

 

-

 

(27,059)

Gain on forgiveness of debt

 

 

 

(5,250)

 

-

 

-

 

 

 

 

-

 

-

 

(5,250)

Gain on settlement of debt

 

 

 

-

 

(25,719)

 

(46,340)

Foreign exchange gain (loss)

 

 

 

55,070

 

(14,363)

 

(25,400)

Finance costs

 

 

 

17,389

 

14,519

 

11,850

 

Gain on sale of exploration and evaluation assets

 

 

 

(5,871,719)

 

-

 

-

 

Impairment of exploration and evaluation assets

 

 

 

212,519

 

-

 

498,528

 

 

 

 

-

 

-

 

212,519

 

Deferred income tax recovery

 

 

 

 

(670,000)

 

 

(476,720)

 

 

(647,855)

Share-based payments

 

 

 

 

565,250

 

 

 

72,398

 

 

 

157,142

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(207,378)

 

(247,326)

 

(351,063)

 

 

 

(2,133,668)

 

(503,007)

 

(207,378)

Net change in non-cash working capital

 

16

 

 

(2,668)

 

 

(60,766)

 

 

59,374

 

 

18

 

 

(113,747)

 

 

44,324

 

 

 

(2,668)

 

 

 

 

(210,046)

 

 

(308,092)

 

 

(291,689)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2,247,415)

 

 

(458,683)

 

 

(210,046)

 

 

 

 

 

 

 

 

 

Investing Activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenditures on exploration and evaluation assets

 

 

 

(191,679)

 

(229,840)

 

(218,352)

 

 

 

(265,059)

 

(126,658)

 

(191,679)

Proceeds on sale of mineral property

 

 

 

20,184,056

 

-

 

-

 

Proceeds on sale of investments

 

 

 

33,385

 

8,730

 

136,899

 

 

 

 

109,562

 

-

 

33,385

 

Decrease (increase) in reclamation bond

 

 

 

 

571,497

 

 

 

(43,982)

 

 

-

 

Increase in term deposits

 

 

 

(3,694,415)

 

 

 

 

 

Decrease in reclamation bond

 

 

 

 

83,277

 

 

 

-

 

 

 

571,497

 

 

 

 

 

 

 

 

 

 

 

 

 

 

413,203

 

 

 

(265,092)

 

 

(81,453)

 

 

 

 

16,417,421

 

 

 

(126,658)

 

 

413,203

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financing Activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of shares for cash, net

 

 

 

 

248,874

 

 

 

712,250

 

 

 

366,450

 

 

 

 

 

96,760

 

 

 

41,467

 

 

 

248,874

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Effect of exchange rate fluctuations on cash and equivalents

 

 

 

 

358

 

 

 

435

 

 

 

316

 

 

 

 

(180)

 

(1,243)

 

358

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in cash and equivalents

 

 

 

452,389

 

139,501

 

(6,376)

 

 

 

14,266,586

 

(545,117)

 

452,389

 

Cash and cash equivalents, beginning of year

 

 

 

 

147,575

 

 

 

8,074

 

 

 

14,450

 

 

 

 

 

54,847

 

 

 

599,964

 

 

 

147,575

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents, end of year

 

 

 

$599,964

 

 

$147,575

 

 

$8,074

 

 

 

 

$14,321,433

 

 

$54,847

 

 

$599,964

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Supplementary Cash Flow Disclosures

 

 

 

 

 

 

 

 

 

Cash paid during the year for:

 

 

 

 

 

 

 

 

 

Interest expense

 

 

 

$-

 

$-

 

$-

 

Income taxes

 

 

 

$-

 

$-

 

$-

 

Expenditures on exploration and evaluation assets included in amounts payable to related parties

 

 

 

$(1,212)

 

$(17,741)

 

$(4,829)

Expenditures on exploration and evaluation assets in the amount of forgiven debt (Note 4 a (4))

 

 

 

$(69,030)

 

$-

 

 

$-

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents consists of:

 

 

 

 

 

 

 

 

 

Cash

 

 

 

$5,722,848

 

$54,847

 

$599,964

 

Term deposits

 

 

 

 

8,598,585

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

$14,321,433

 

 

$54,847

 

 

$599,964

 

Supplementary cash flow disclosures – Note 18

 

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

 

 
- 73 -53
 

 

CORAL GOLD RESOURCES LTD.

CORAL GOLD RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the years ended January 31, 2018, 2017, and 2016

(Expressed in Canadian dollars)

Notes to the Consolidated Financial Statements

For the years ended January 31, 2016, 2015, and 2014

(Expressed in Canadian dollars)

  

1. NATURE AND CONTINUANCE OF OPERATIONS

 

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

 

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

 

These consolidated financial statements have been prepared on a going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. As at January 31, 2016, the Company has not yet generated any revenues from its operations and accumulated losses of $27,829,911. The Company is required to raise new financing through the sale of shares or issuance of debt to continue with its operations and to develop its mineral properties. Although management intends to secure additional financing, there is no assurance that management will be successful in its efforts to secure additional financing or that it will ever develop a self-supporting business. These factors together form a material uncertainty which may raise substantial doubt about the Company's ability to continue as a going concern. These consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

2. BASIS OF PRESENTATION

 

Statement of compliance

 

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

 

Basis of presentation

 

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

 

Approval of the consolidated financial statements

 

These consolidated financial statements were reviewed by the Audit Committee and approved and authorized for issue by the Board of Directors on May 30, 2016.31, 2018.

 

Foreign Currency Translation

 

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

 

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

 

 
- 74 -54
 

 

CORAL GOLD RESOURCES LTD.

CORAL GOLD RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the years ended January 31, 2018, 2017, and 2016

(Expressed in Canadian dollars)

Notes to the Consolidated Financial Statements

For the years ended January 31, 2016, 2015, and 2014

(Expressed in Canadian dollars)

2. BASIS OF PRESENTATION (continued)

 

Significant Accounting Judgements and Estimates

 

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

 

a)

a)

Going concern

Determining if the Company has the ability to continue as a going concern is dependent on its ability to achieve profitable operations. Certain judgments are made when determining if the Company will achieve profitable operation. Further disclosure is included in Note 1.

b)

Impairment of equipment and exploration and evaluation assets

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

c)

Depreciation rate for equipment

Depreciation is allocated based on assumed asset lives. Should the asset life or depreciation rates differ from the initial estimate, an adjustment would be made in the consolidated statements of operations and comprehensive income or loss.

d)Estimated reclamation provisions 
The Company's provision for decommissioning liabilities represents management's best estimate of the present value of the future cash outflows required to settle estimated reclamation and site closure costs. The provision reflects estimates of future costs, inflation, and assumptions of risks associated with the future cash outflows, and the applicable risk free interest rates for discounting the future cash outflows. Changes in the above factors can result in a change to the provision recognized by the Company.
e)Valuation of share based payments

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

 

 
- 75 -55
 

  

CORAL GOLD RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the years ended January 31, 2016, 2015, and 2014

(Expressed in Canadian dollars)

2. BASIS OF PRESENTATION (continued)

CORAL GOLD RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the years ended January 31, 2018, 2017, and 2016

(Expressed in Canadian dollars)

  

Significant Accounting Judgements and Estimates (continued)

f)

Recognition and measurement of deferred tax assets and liabilities

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

3. SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Consolidation

 

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

 

 

Ownership Interest

 

Ownership
Interest
Jurisdiction

Nature of Operations

 

 

Jurisdiction

 

Nature of
Operations

Coral Resources, Inc.

 

100%

100%

 

Nevada,

USA

 

Exploration Company

Coral Energy Corporation

 

 

100

%

Coral Energy Corporation

100%

 

California,

USA

 

Holding

Company

Marcus Corporation

 

98.49%

98.49%

 

Nevada,

USA

 

Holding

Company

 

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

 

Financial Instruments

 

All financial assets are initially recorded at fair value and classified into one of four categories: held to maturity, available for sale, loans and receivable or fair value through profit or loss ("FVTPL"(“FVTPL”). All financial liabilities are initially recorded at fair value and classified as either FVTPL or other financial liabilities. Financial instruments comprise cash and cash equivalents, royalty receivable, investments, in related companies, amounts due from a related party, accounts payable and amounts duepayable to related parties. At initial recognition management has classified financial assets and liabilities as follows:

 

- 76 -

CORAL GOLD RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the years ended January 31, 2016, 2015, and 2014

(Expressed in Canadian dollars)

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

Financial Instruments (continued)

The Company has classified its cash and cash equivalentsequivalent and term deposits as FVTPL.FVTPL and royalty receivable as loans and receivables. Investments in related companies are classified as available for sale, and amounts due from a related party are classified as loans and receivables. Accountsaccounts payable and amounts duepayable to related parties are classified as other liabilities.

 

Fair value hierarchy

 

Fair value measurements of financial instruments are required to be classified using a fair value hierarchy that reflects the significance of inputs in making the measurements. The levels of the fair value hierarchy are defined as follows:

 

Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3 – Inputs for the asset or liability that are not based on observable market data.

 

Cash and cash equivalents

 

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

 

56

CORAL GOLD RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the years ended January 31, 2018, 2017, and 2016

(Expressed in Canadian dollars)

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

Exploration and evaluation assets

 

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

 

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

 

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

 

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

 

- 77 -

CORAL GOLD RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the years ended January 31, 2016, 2015, and 2014

(Expressed in Canadian dollars)

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

Property and equipment

 

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

 

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

 

Buildings

10% declining balance

Computer hardware

20% declining balance

Equipment

20% declining balance

Vehicles

5 years straight line

 

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

 

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

 

57

CORAL GOLD RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the years ended January 31, 2018, 2017, and 2016

(Expressed in Canadian dollars)

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

Impairment

 

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

 

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

 

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

 

Share capital

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

Accounting for equity units

 

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

- 78 -

CORAL GOLD RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the years ended January 31, 2016, 2015, and 2014

(Expressed in Canadian dollars)

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Share-based payment transactions

 

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

 

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

 

58

CORAL GOLD RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the years ended January 31, 2018, 2017, and 2016

(Expressed in Canadian dollars)

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

Provisions

 

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

 

Reclamation provision

 

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

 

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

 

Income (loss) per share

 

The Company presents basic and diluted income (loss) per share data for its common shares, calculated by dividing the income (loss) attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period. Diluted income (loss) per share is determined by adjusting the income (loss) attributable to common shareholders and the weighted average number of common shares outstanding for the effects of all dilutive potential common shares. InFor the Company's case,year ended January 31, 2018, the diluted weighted average number of common shares outstanding includes 606,119 dilutive stock options and 2,333,005 dilutive warrants. For the years ended January 31, 2017 and 2016, diluted income (loss) per share is the same as basic income (loss) per share as the effects of including all outstanding options and warrants would be anti-dilutive.

 

- 79 -

CORAL GOLD RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the years ended January 31, 2016, 2015, and 2014

(Expressed in Canadian dollars)

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

Income taxes

 

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

 

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

 

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

 

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

 

New
59

CORAL GOLD RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the years ended January 31, 2018, 2017, and 2016

(Expressed in Canadian dollars)

4. RECENT ACCOUNTING PRONOUNCEMENTS

Changes in accounting standards adopted by the Company

There were no new or revised accounting standards applicable to the Company scheduled for mandatory adoption on February 1, 2016, and thus no standards were adopted in the current year.

Accounting Standards and Amendments Issued But Not Yet Effectivenot yet effective:

 

The following accounting standards were issued but not yet effective as of January 31, 2016:2018:

 

IFRS 10 Consolidated Financial Statements

The amendments to IFRS 10 require a full gain or loss to be recognized when a transaction involves a business (whether it is housed in a subsidiary or not), while a partial gain or loss would be recognized when a transaction involves assets that do not constitute a business, even if the assets are housed in a subsidiary. The amendments have been adopted by the Company effective January 1, 2016 with no significant impact on its consolidated financial statements.

IFRS 15 – Revenue from Contracts with Customers

In May 2014, the IASB issued IFRS 15 – Revenue from Contracts with Customers ("IFRS 15") which supersedes IAS 11 – Construction Contracts, IAS 18 – Revenue, IFRIC 13 – Customer Loyalty Programmes, IFRIC 15 – Agreements for the Construction of Real Estate, IFRIC 18 – Transfers of Assets from Customers, and SIC 31 – Revenue – Barter Transactions Involving Advertising Services. IFRS 15 establishes a comprehensive five-step framework for the nature, amount, timing and measurementuncertainty of revenue recognition.arising from a contract with a customer. The standard is effective for annual periods beginning on or after January 1, 2018. The Company currently has no revenues, and is currently evaluating thenot expecting any impact the final standard may have on its consolidated financial statements.

 

IFRS 9 – Financial Instruments

The

In July 2014, the IASB intendsissued the final version of IFRS 9 – Financial Instruments (“IFRS 9”) to replace IAS 39 – Financial Instruments: Recognition and Measurement in its entirety withentirety. IFRS 9 – Financial Instruments ("IFRS 9") which is intended to reduce the complexity in the classificationprovides a revised model for recognition and measurement of financial instruments. In February 2014, the IASB tentatively determined that the revised effective date for IFRS 9 would be January 1, 2018.instruments and a single, forward-looking ‘expected-loss’ impairment model, as well as a substantially reformed approach to hedge accounting. The Company is currently evaluating the impact the final standard may have on its consolidated financial statements.

IFRS 7 Financial instruments: Disclosure

IFRS 7 was amended to require additional disclosures on transition from IAS 39 to IFRS 9. The standard is effective on adoption of IFRS 9, which is effective for annual periods commencingbeginning on or after January 1, 2018. 2018, with early adoption permitted.

The Company is currently evaluating the impact this standardclassification of financial assets and liabilities is expected to remain consistent under IFRS 9, with the possible exception of equity securities. Under IFRS 9, the Company will have on its consolidatedthe option to designate equity securities as financial statements.assets at fair value through other comprehensive income. If the Company does not make this election, changes in the fair value of equity securities will continue to be recognized in profit or loss in accordance with the Company’s current policy.

 

- 80 -

CORAL GOLD RESOURCES LTD.

NotesThe Company expects the above potential changes to be the only impacts, as the Company currently has no hedging arrangements. The above assessments were made based on an analysis of the Company’s financial assets and financial liabilities at January 31, 2018, on the basis of the facts and circumstances that existed at that date. As facts and circumstances may change during the period leading up to the Consolidated Financial Statements

Forinitial date of application, the years ended January 31, 2016, 2015, and 2014

(Expressed in Canadian dollars)

3. SIGNIFICANT ACCOUNTING POLICIES (continued)assessment of the potential impact is subject to change.

 

IFRS 16 Leases

In January 2016, the IASB issued IFRS 16 was issued on January 13, 2016,– Leases (“IFRS 16”) which replaces IAS 17 – Leases and its associated interpretative guidance, and will be effective for accounting periods beginning on or after January 1, 2019. Early adoption is permitted, provided the Company has adopted IFRS 15. This standard sets out a new model for lease accounting. The Company is currently evaluating the impact the final standard is expected to have on its consolidated financial statements.

 

4.
60

CORAL GOLD RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the years ended January 31, 2018, 2017, and 2016

(Expressed in Canadian dollars)

5. DISPOSITION OF EXPLORATION AND EVALUATION ASSETS

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

The sale consideration is as follows:

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

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

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

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

Average Gold Price/Oz During the Quarter (USD)

Applicable NSR Royalty Rate

Up to and including $1,200.00

1.00%

$1,200.01 to $1,400.00

1.25%

$1,400.01 to $1,600.00

1.50%

$1,600.01 to $1,800.00

1.75%

$1,800.01 to $2,000.00

2.00%

Over $2,000.00

2.25%

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

The fair value of the royalty receivable (Note 9) was estimated based on the present value of the advance royalty payments, using a discount rate of 5.04%.

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

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

61

CORAL GOLD RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the years ended January 31, 2018, 2017, and 2016

(Expressed in Canadian dollars)

6. EXPLORATION AND EVALUATION ASSETS

 

The Company has accumulated the following acquisition and exploration expenditures:

 

 

Robertson
Property

 

 

Ruf and Norma
Sass Claims

 

 

Other

 

Total

 

 

Robertson Property

 

 

Ruf & Norma Sass Claims

 

 

Eagle & JDN Claims

 

 

Other

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, January 31, 2014

 

$18,974,552

 

$52,489

 

$3

 

$19,027,044

 

Balance, January 31, 2016

 

$19,092,549

 

$99,801

 

$2

 

$1

 

$19,192,353

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exploration costs during 2015:

 

 

 

 

 

 

 

 

 

Exploration costs during the year:

 

 

 

 

 

 

 

 

 

 

 

Consulting

 

42,269

 

-

 

-

 

42,269

 

 

37,440

 

25,237

 

-

 

-

 

62,677

 

Lease payments

 

13,376

 

-

 

-

 

13,376

 

 

31,775

 

-

 

-

 

-

 

31,775

 

Taxes, licenses and permits

 

 

62,910

 

 

 

7,138

 

 

 

-

 

 

 

70,048

 

 

7,832

 

7,516

 

14,690

 

-

 

30,038

 

Mapping

 

332

 

-

 

-

 

-

 

332

 

Change in reclamation estimate

 

 

(58,817)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(58,817)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, January 31, 2015

 

$19,093,107

 

$59,627

 

$3

 

$19,152,737

 

Acquisition costs

 

37,157

 

31,873

 

-

 

69,030

 

Exploration costs during 2016:

 

 

 

 

 

 

 

 

 

Balance, January 31, 2017

 

$19,111,111

 

$132,554

 

$14,692

 

$1

 

$19,258,358

 

 

 

 

 

 

 

 

 

 

 

 

Exploration costs during the year:

 

 

 

 

 

 

 

 

 

 

 

Consulting

 

44,880

 

-

 

-

 

44,880

 

 

25,717

 

-

 

-

 

-

 

25,717

 

Drilling

 

-

 

-

 

8,143

 

-

 

8,143

 

Lease payments

 

27,997

 

-

 

-

 

27,997

 

 

5,168

 

-

 

-

 

-

 

5,168

 

Royalties

 

-

 

22,664

 

-

 

-

 

22,664

 

Taxes, licenses and permits

 

101,927

 

8,301

 

-

 

110,228

 

 

7,129

 

7,377

 

14,417

 

-

 

28,923

 

Impairment write-down

 

 

(212,519)

 

 

-

 

 

 

-

 

 

 

(212,519)

Proceeds from sale of mineral property (Note 5)

 

 

(19,149,125)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(19,149,125)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, January 31, 2016

 

$19,092,549

 

 

$99,801

 

 

$3

 

 

$19,192,353

 

Balance, January 31, 2018

 

$-

 

 

$162,595

 

 

$37,252

 

 

$1

 

 

 

199,848

 

 

The Company has certain interests in 688108 patented and unpatented lode mining claims located in Lander County, Nevada, subject to net smelter returns ("NSR"(“NSR”) on production ranging from 4% to 10%, and which certain leases provide for advanced royalty payments.

a) Norma Sass Property – 100% interest

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

b) JDN Hilltop Crest – 100% interest

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

c) Eagle Claims – 100% interest

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

62

    

CORAL GOLD RESOURCES LTD.

a)

Robertson Property

The Robertson property is comprised of four contiguous claim groups known asNotes to the Core claims, Gold Ridge claims, Excluded claims,Consolidated Financial Statements

For the years ended January 31, 2018, 2017, and Ruf claims.2016

In an agreement dated March 5, 2014, the Company granted Barrick Gold Exploration Inc. an option to purchase a 60% interest(Expressed in 108 claims on the west side of the Core claims. This agreement was terminated in May 15, 2015.Canadian dollars)

   

- 81 -

CORAL GOLD RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the years ended January 31, 2016, 2015, and 2014

(Expressed in Canadian dollars)

4.6. EXPLORATION AND EVALUATION ASSETS (continued)

 

a)

Robertson Property (continued)

(1) Core Claims

The Company holds an interest in 338 patented and unpatented lode mining claims. The Company owns 284 of these claims outright, of which 39 unpatented lode claims are owned by the Company's 98.49% owned subsidiary, Marcus Corporation.

The remaining 54 claims are leased by the Company as follows:

(i) Chachas/Moore Lease

The Company assumed an option-to-purchase agreement dated November 30, 1975 related to 13 mineral claims, which form part of the Core claims of the Robertson Property. The total purchase price of the claims is US$2,000,000, which is payable in installments of US$1,000 per month until paid in full.

The property is subject to an 8% NSR. Any NSR royalty payments paid to the lessors are credited against the minimum monthly payments for a period equal to the value of the royalties paid at a rate of US$1,000 per month.

(ii) Blue Nugget, Lander Ranch, and Norma Sass Claims

The Company entered a mineral lease and option-to-purchase agreement with respect to 9 Blue Nugget claims, 27 Lander Ranch claims, 24 Norma claims, and 11 Sass claims, of which the Blue Nugget and Lander Ranch claims form part of the Core claims of the Robertson Property, and the Norma and Sass claims form part of the Norma Sass Property (Note 4b). Pursuant to the fifth amending agreement, the term of the lease was extended to April 21, 2013 and was left to expire. The total purchase price of the claims is US$1,500,000, which is payable in annual installments of $500 per claim until paid in full.

In October 2015, the Company entered into a revised mining lease agreement to lease 9 Blue Nugget claims and 27 Lander Ranch claims (the "Property") for a term of ten years, which replaces the agreement above. In consideration of the lease, the Company agreed to keep the claims in good standing by paying the annual federal and local claim maintenance fees, commencing with the 2015-2016 assessment year. The Company also has the option to purchase all of the owner's right, title, and interest in the Property, including owner's reserved royalty, for the sum of US$108,000 within twelve months of the agreement date. In each year thereafter, the option price will be increased by 10% or US$10,800. The owner reserves the right to continue exploration, development, mining, and sale of turquoise on the Property, and agrees to defend, indemnify, and hold the Company harmless from all claims, demands, and liabilities arising from these activities.

(iii) Northern Nevada Lease

The Company entered a mineral lease with respect to 12 claims, which form part of the Core claims of the Robertson Property with an indefinite term. The claims are subject to a 4% NSR for which the Company is required to make minimum annual advanced royalty payments in the amount of $9,600 per year throughout the term of the lease. Of these 12 claims, 5 are part of the Core claims and 7 are part of Gold Ridge claims.

- 82 -

CORAL GOLD RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the years ended January 31, 2016, 2015, and 2014

(Expressed in Canadian dollars)

4. EXPLORATION AND EVALUATION ASSETS (continued)

a)

Robertson Property (continued)

(2) Gold Ridge Claims

Of the 108 claims, 95 are owned outright and 13 are held under leases as follows.

(i) Breckon Lease June Claims

The Company entered a mineral lease and option-to-purchase agreement granting it the exclusive rights to explore, develop, and exploit six lode mining claims, which form part of the Gold Ridge claims of the Robertson Property. The agreement is for an initial term of four years expiring on March 22, 2012 in consideration of the payment of an annual rent of US$25,000, renewable in successive four-year terms, provided that the rent will increase by US$5,000 every four years. The agreement was renewed in March 2012 until March 2016, with annual rent of US$30,000.

The property is subject to a 3% NSR royalty, subject to the Company's exclusive right to purchase the NSR for US$1,000,000 per percentage point. The Company also has the exclusive right to purchase the property, subject to the NSR, for US$1,000,000.

In March 2016, the Company determined that the six lode mining claims that were leased under the Breckon Lease June Claims were insignificant to the property and did not warrant additional expenditure for lease payments and claims maintenance. The Company concluded that these claims were not required to maintain the value of the other claims and therefore the costs incurred to date on those claims should be written off. The value attributed to the claims that were written off was $212,519.

(ii) Northern Nevada Lease

7 of the 12 lease claims are included in the Gold Ridge claims.

(3) Excluded Claims (previously referred to as Carve-out Claims) – 39% carried interest

By Agreement dated May 16, 1996, the Company granted Amax Gold Exploration Inc. ("Amax") an option to purchase a 61% interest in 132 claims (originally 219 claims). Amax exercised the option by paying twice the amount the Company had incurred in exploration expenditures on the property. Under the terms of the Agreement, the Company has a 39% carried interest.
The Amax 61% interest was subsequently acquired by Cortez GML, and is currently owned by Barrick Gold Corporation.

- 83 -

CORAL GOLD RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the years ended January 31, 2016, 2015, and 2014

(Expressed in Canadian dollars)

4. EXPLORATION AND EVALUATION ASSETS (continued)

(4) Ruf Claims – 100% owned

By an amended option agreement dated September 13, 1995, the Company granted Levon Resources Ltd., a company related by common directors, an option to purchase a 50% interest in 58 claims including 23 Ruf, 24 Norma and 11 Sass Claims (Notes 4a(1)(ii) and 4c), of which the Ruf claims form a portion of the Robertson Property and the Norma Sass claims constitute the Norma Sass Property. On December 31, 2002, the Agreement was amended whereby Levon earned a 33.33% interest in these claims. On January 25, 2016, the Company and Levon entered into a Settlement and Property Transfer Agreement, wherein the Company acquired Levon's undivided 1/3 interest in the Norma, Sass and Ruf mining claims, and Levon's 1/2 interest in the Eagle mining claims, all located in Lander County, Nevada, in consideration of the Company's forgiveness of USD$53,258 in debt owed by Levon to the Company. Expenditures incurred on the Ruf claims have been classified to Ruf and Norma Sass claims in the exploration expenditure table. A third party holds a 3% NSR royalty from some of these mining claims, up to a limit of US$1,250,000.

b)

Norma Sass Property – 100% interest

The Company holds a 100% interest in the 38 Norma Sass mining claims located in Lander County, Nevada.

c)

JDN Hilltop Crest – 100% interest

The Company holds a 100% interest in 27 claims in the Hilltop District, Lander County, Nevada.

d)

Eagle Claims – 100% interest

The Company holds a 100% interest in 45 claims in the Eagle Claims situated in the Shoshone Range, Lander County, Nevada.

Realization of Exploration and Evaluation Assets

 

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

 

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

 

Title to Exploration and Evaluation Assets Interests

 

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

 

- 84 -

CORAL GOLD RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the years ended January 31, 2016, 2015, and 2014

(Expressed in Canadian dollars)

4. EXPLORATION AND EVALUATION ASSETS (continued)

Environmental

 

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

 

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

 

5.7. IMPAIRMENT OF EXPLORATION AND EVALUATION ASSETS

 

The Company reviews the carrying amounts of its longtermlong-term assets at each consolidated statement of financial position date to determine whether there is any indication that those assets are impaired.

 

AsBased on the assessment performed at, and throughout the years ended, January 31, 2018 and 2017, there were no impairments or write-offs during the year.

During the year ended January 31, 2016, the Company determined that the six lode mining claims that were leased under the Breckon Lease June Claims (note 4 (a) 2 (i)) were insignificant to the property and did not warrant additional expenditure for lease payments and claims maintenance. The value attributed to the claims of $212,519 was written-off as a charge to operations and is included in net loss in 2016.

 

There were no impairments or write-offs during 2015.
63

CORAL GOLD RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the years ended January 31, 2018, 2017, and 2016

(Expressed in Canadian dollars)

8. PROPERTY AND EQUIPMENT

 

 

Land

 

 

Buildings

 

 

Vehicles

 

 

Computer

Hardware

 

 

Equipment

 

 

TOTAL

 

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

COST

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at January 31, 2016

 

 

84,127

 

 

 

18,708

 

 

 

6,920

 

 

 

5,926

 

 

 

3,459

 

 

 

119,140

 

Additions (Disposals)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Balance at January 31, 2017

 

 

84,127

 

 

 

18,708

 

 

 

6,920

 

 

 

5,926

 

 

 

3,459

 

 

 

119,140

 

Additions (Disposals)

 

 

(84,127)

 

 

(18,708)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(102,835)

Balance at January 31, 2018

 

 

-

 

 

 

-

 

 

 

6,920

 

 

 

5,926

 

 

 

3,459

 

 

 

16,305

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ACCUMULATED DEPRECIATION

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at January 31, 2016

 

 

-

 

 

 

9,822

 

 

 

6,920

 

 

 

5,559

 

 

 

2,143

 

 

 

24,444

 

Depreciation

 

 

-

 

 

 

1,872

 

 

 

-

 

 

 

73

 

 

 

263

 

 

 

2,208

 

Balance at January 31, 2017

 

 

-

 

 

 

11,694

 

 

 

6,920

 

 

 

5,632

 

 

 

2,406

 

 

 

26,652

 

Depreciation

 

 

-

 

 

 

(11,694)

 

 

-

 

 

 

57

 

 

 

211

 

 

 

(11,426)

Balance at January 31, 2018

 

 

-

 

 

 

-

 

 

 

6,920

 

 

 

5,689

 

 

 

2,617

 

 

 

15,226

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CARRYING VALUE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At January 31, 2017

 

 

84,127

 

 

 

7,014

 

 

 

-

 

 

 

294

 

 

 

1,053

 

 

 

92,488

 

At January 31, 2018

 

 

-

 

 

 

-

 

 

 

-

 

 

 

237

 

 

 

842

 

 

 

1,079

 

64

CORAL GOLD RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the years ended January 31, 2018, 2017, and 2016

(Expressed in Canadian dollars)

9. ROYALTY RECEIVABLE

A reconciliation of the royalty receivable balance at January 31, 2018, is as follows:

 

 

January 31,

2018

 

 

January 31,

2017

 

Beginning balance

 

$-

 

 

$-

 

Royalty received for exploration and evaluation asset (Note 5)

 

 

3,603,680

 

 

 

-

 

Finance income

 

 

117,379

 

 

 

-

 

Change in foreign exchange rate

 

 

(180,306)

 

 

-

 

 

 

$3,540,753

 

 

$-

 

10. INVESTMENTS

At January 31, 2018, the Company held shares as follows:

 

 

Number of Shares

 

 

Cost

 

 

Accumulated Unrealized

Gain (Loss)

 

 

Fair Value

 

Available-for-sale shares:

 

 

 

 

 

 

 

 

 

 

 

 

Levon Resources Ltd.

 

 

40,000

 

 

$2,116

 

 

$17,684

 

 

$19,800

 

VBI Vaccines Inc.

 

 

8,000

 

 

 

16,927

 

 

 

22,033

 

 

 

38,960

 

Great Thunder Gold Corp.

 

 

10,819

 

 

 

866

 

 

 

431

 

 

1,297

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$19,909

 

 

$40,148

 

 

$60,057

 

At January 31, 2017, the Company held shares as follows:

 

 

Number of Shares

 

 

Cost

 

 

Accumulated Unrealized

Gain (Loss)

 

 

Fair Value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Available-for-sale shares:

 

 

 

 

 

 

 

 

 

 

 

 

Levon Resources Ltd.

 

 

220,000

 

 

$11,637

 

 

$65,363

 

 

$77,000

 

VBI Vaccines Inc.

 

 

11,000

 

 

 

23,274

 

 

 

32,056

 

 

 

55,330

 

Great Thunder Gold Corp.

 

 

17,829

 

 

 

1,297

 

 

 

(432)

 

 

865

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$36,208

 

 

$96,987

 

 

$133,195

 

 

During the year ended January 31, 2014, the Company determined that 184 claims were insignificant to the core property and did not warrant additional expenditures for claims maintenance. The 184 claims were previously part of the core claims – 100% and described in note 4 (a). The Company concluded that these claims were not required to maintain the value of the other core claims and therefore the costs incurred to date on those claims should be written off. The Company acquired these claims between 1986 and 1991. The $498,528 carrying value of the claims disposed was recorded as a charge to operations and is included in net loss in 2014.

- 85 -

CORAL GOLD RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the years ended January 31, 2016, 2015, and 2014

(Expressed in Canadian dollars)

6. PROPERTY AND EQUIPMENT

 

 

Land

 

 

Buildings

 

 

Vehicles

 

 

Computer

Hardware

 

 

Equipment

 

 

Total

 

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

COST

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at January 31, 2014

 

 

84,127

 

 

 

18,708

 

 

 

6,920

 

 

 

5,926

 

 

 

3,459

 

 

 

119,140

 

Additions

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Balance at January 31, 2015

 

 

84,127

 

 

 

18,708

 

 

 

6,920

 

 

 

5,926

 

 

 

3,459

 

 

 

119,140

 

Additions

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Balance at January 31, 2016

 

 

84,127

 

 

 

18,708

 

 

 

6,920

 

 

 

5,926

 

 

 

3,459

 

 

 

119,140

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ACCUMULATED DEPRECIATION

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at January 31, 2014

 

 

-

 

 

 

6,080

 

 

 

6,920

 

 

 

5,354

 

 

 

1,403

 

 

 

19,757

 

Depreciation

 

 

-

 

 

 

1,872

 

 

 

-

 

 

 

114

 

 

 

411

 

 

��

2,397

 

Balance at January 31, 2015

 

 

-

 

 

 

7,952

 

 

 

6,920

 

 

 

5,468

 

 

 

1,814

 

 

 

22,154

 

Depreciation

 

 

-

 

 

 

1,870

 

 

 

-

 

 

 

91

 

 

 

329

 

 

 

2,290

 

Balance at January 31, 2016

 

 

-

 

 

 

9,822

 

 

 

6,920

 

 

 

5,559

 

 

 

2,143

 

 

 

24,444

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CARRYING VALUE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At January 31, 2015

 

 

84,127

 

 

 

10,756

 

 

 

-

 

 

 

458

 

 

 

1,645

 

 

 

96,986

 

At January 31, 2016

 

 

84,127

 

 

 

8,886

 

 

 

-

 

 

 

367

 

 

 

1,316

 

 

 

94,696

 

- 86 -

CORAL GOLD RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the years ended January 31, 2016, 2015, and 2014

(Expressed in Canadian dollars)

7. INVESTMENT IN MARKETABLE SECURITIES

At January 31, 2016, the Company held shares as follows:

 

 

Number of
Shares

 

 

Cost

 

 

Accumulated Unrealized

Gain (Loss)

 

 

Fair
Value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Available-for-sale shares:

 

 

 

 

 

 

 

 

 

 

 

 

Levon Resources Ltd.

 

 

220,000

 

 

$11,637

 

 

$19,163

 

 

$30,800

 

SciVac Therapeutics Inc.

 

 

440,000

 

 

 

23,274

 

 

 

38,326

 

 

 

61,600

 

Great Thunder Gold Corp.

 

 

17,291

 

 

 

1,297

 

 

 

(951)

 

 

346

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$36,208

 

 

$56,538

 

 

$92,746

 

At January 31, 2015, the Company held shares as follows:

 

 

Number of
Shares

 

 

Cost

 

 

Accumulated Unrealized

Gain (Loss)

 

 

Fair
Value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Available-for-sale shares:

 

 

 

 

 

 

 

 

 

 

 

 

Levon Resources Ltd.

 

 

519,071

 

 

$41,237

 

 

$104,103

 

 

$145,340

 

Great Thunder Gold Corp.

 

 

17,291

 

 

 

1,297

 

 

 

(605)

 

 

692

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$42,534

 

 

$103,498

 

 

$146,032

 

During the year ended January 31, 2016,2018, the Company recorded an unrealized pre-tax loss of $46,960 (2015$57,269 (2017 – gain of 7,127; 2014$40,449; 2016 – loss of $226,639)$46,960) on investments in marketable securities, representing the change in fair value during the year.

 

Certain directors of Great Thunder Gold Corp. are also directors of the Company. During the year ended January 31, 2016,2018, the Company sold 180,000 (2017 – Nil, 2016 - Nil) shares of Levon Resources Ltd. for gross proceeds of $79,070 (2017 - $Nil, 2016 - $Nil) and Levon ceased to be related after changes to Levon management and3,000 (2017 – Nil, 2016 - Nil) shares of VBI Vaccines Inc. for gross proceeds of $23,061 (2017 - $Nil, 2016 - $Nil). As a result, the terminationCompany recorded a gain on sale of shared administrative services.

Duringinvestments of $87,320 for the year ended January 31, 2018 (2017 – $Nil, 2016 the Company sold 79,071 (2015 20,000; 2014 – 370,000) Levon shares and realized a gain of $27,059 (2015 – $7,130; 2014 - $107,300)$Nil).

 

During the year ended January 31, 2016, Levon completed a transaction with SciVac Therapeutics Inc. ("SciVac") resulting in the exchange of 0.5 of a common share of Levon for each previous Levon common share held, and the issuance of one new SciVac common share for each previous Levon common share held.

 
- 87 -65
 

CORAL GOLD RESOURCES LTD.

CORAL GOLD RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the years ended January 31, 2018, 2017, and 2016

(Expressed in Canadian dollars)

For the years ended January 31, 2016, 2015, and 2014

(Expressed in Canadian dollars)

8.11. RECLAMATION BONDS

 

Under the Bureau of Land Management of the United States (the "Bureau"“Bureau”), the Company is required to hold reclamation bonds that cover the estimated cost to reclaim the ground disturbed.

 

DuringIn the year endedpast, the Company held reclamation deposits to cover the reclamation bonds. However, the cash was deemed to be more useful in working on the Company’s mineral properties that alternative bonds were arranged. As at January 31, 2015, at2018, the request of the Bureau the Company increased the bonds by US$40,149.total reclamation deposits were $Nil (US$Nil) (January 31, 2017 - $83,277 (US$64,000)).

12. SHARE CAPITAL AND SHARE-BASED PAYMENTS

a) Authorized

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

b) Issued during 2018 and 2017

 

During the year ended January 31, 2016,2018, the Company recovered $571,497 (US$452,172) in reclamation bonds. Insteadissued 510,000 common shares upon the exercise of stock options for gross proceeds of $150,600.

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

During the year ended January 31, 2017, the Company issued 25,000 common shares upon the exercise of stock options for gross proceeds of $6,000.

During the year ended January 31, 2017, the Company issued 1,000,000 common shares upon the exercise of warrants for gross proceeds of $100,000.

c) Share repurchases and cancellations

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

On June 26, 2017, the amount of US$452,172. Based onCompany announced that the natureTSX Venture Exchange (”TSX-V”) has accepted the Company’s Notice for its normal course issuer bid (the “Bid”).

Pursuant to the Bid, the Company may purchase up to 3,844,000 common shares up until June 26, 2018, which represents approximately 10% of the surety bond, no amount istotal current public float (being total issued shares, less shares held until settlement.by insiders, and their associates and affiliates).

 

During the year ended January 31, 2018, the Company purchased 1,254,000 common shares and cancelled 911,500 common shares pursuant to the Bid. As at January 31, 2016,2018, the total reclamation deposits were $89,638 (US$64,000) (2015 – $655,209 (US$515,466)). Interest is accrued on the reclamation deposit at a monthly weighted average rate of 0.05% (2015 - 0.05%).Company held 342,500 treasury shares.

9. SHARE CAPITAL

a)

Authorized

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

b)

Issued during 2016 and 2015

On January 14, 2016, the Company closed a non-brokered private placement of 1,500,000 units at a price of $0.05 per unit for gross proceeds of $75,000. Each unit consists of one common share and one non-transferrable share purchase warrant.

On September 10, 2015, the Company closed a non-brokered private placement of 3,500,000 units at a price of $0.05 per unit for gross proceeds of $175,000. Each unit consists of one common share and one non-transferrable share purchase warrant.

On August 5, 2014, the Company issued 45,000 common shares upon the exercise of share purchase warrants for gross proceeds of $6,750.

On July 28, 2014, the Company issued 857,296 common shares to three related companies settling amounts payable totalling $205,751 at a deemed price of $0.24 per share. The shares issued had a fair value of $180,032 and the Company recorded a gain on settlement of debt of $25,719. The shares issued by the Company are subject to a four month hold period that expired on November 29, 2014.

On March 13, 2014, the Company closed a non-brokered private placement issuing 4,150,000 common shares at a price of $0.17 per common share for gross proceeds of $705,500.

During the years ended January 31, 2016 and 2015, no stock options were exercised.

 

 
- 88 -66
 

     

CORAL GOLD RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the years ended January 31, 2018, 2017, and 2016

(Expressed in Canadian dollars)

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

d) Share purchase warrants

A summary of the share purchase warrants issued, exercised and expired during the years ended January 31, 2018, and 2017, is as follows:

 

 

Number of Warrants

 

 

Weighted Average Exercise Price

 

Balance, January 31, 2016

 

 

8,649,500

 

 

$0.12

 

Exercised

 

 

(1,000,000)

 

$0.10

 

Balance, January 31, 2017

 

 

7,649,500

 

 

$0.12

 

Exercised

 

 

(3,965,000)

 

$0.10

 

Expired

 

 

(200,000)

 

$0.10

 

Balance, January 31, 2018

 

 

3,484,500

 

 

$0.15

 

Details of share purchase warrants outstanding as of January 31, 2018 and 2017 are as follows:

 

 

Exercise Price

 

 

Warrants Outstanding and Exercisable

 

Expiry Date

 

per Share

 

 

January 31, 2018

 

 

January 31, 2017

 

 

 

 

 

 

 

 

 

 

 

September 10, 2017

 

$0.10

 

 

 

-

 

 

 

2,500,000

 

July 17, 2018

 

$0.15

 

 

 

3,484,500

 

 

 

3,649,500

 

January 14, 2018

 

$0.10

 

 

 

-

 

 

 

1,500,000

 

 

 

 

 

 

 

 

3,484,500

 

 

 

7,649,500

 

e) Stock options

The Company’s stock option plan provides for the granting of options to directors, officers, employees and consultants. Under the terms of the option plan, options issued will not exceed 10% (2017 - 10%) of the issued and outstanding shares from time to time. The option price under each option is not less than the discounted market price on the grant date. The expiry date for each option is set by the Board of Directors at the time of issue and cannot be more than 10 years after the grant date. All options vest 100% on the grant date unless a vesting schedule is set by the Board of Directors at the time of issue.

For the years ended January 31, 2016, 2015,2018 and 20142017, stock option activity is summarized as follows:

(Expressed in Canadian dollars)

 

 

Number of Options

 

 

Weighted Average Exercise Price

 

Stock options outstanding and exercisable, January 31, 2016

 

 

3,170,000

 

 

$0.28

 

Exercised

 

 

(25,000)

 

$0.24

 

Stock options outstanding and exercisable, January 31, 2017

 

 

3,145,000

 

 

$0.28

 

Granted

 

 

1,775,000

 

 

$0.36

 

Exercised

 

 

(510,000)

 

$0.30

 

Cancelled

 

 

(115,000)

 

$0.29

 

Expired

 

 

(900,000)

 

$0.39

 

Stock options outstanding and exercisable, January 31, 2018

 

 

3,395,000

 

 

$0.29

 

 

9. SHARE CAPITAL (continued)

c)

Share purchase warrants and compensation options

On January 14, 2016, the Company issued 1,500,000 share purchase warrants as part of a non-brokered private placement. Each warrant entitles the investor to purchase one additional common share in the capital of the Company at an exercise price of $0.10 for a term of two years expiring on January 14, 2018.

On September 10, 2015, the Company issued 3,500,000 share purchase warrants as part of a non-brokered private placement. Each warrant entitles the investor to purchase one additional common share in the capital of the Company at an exercise price of $0.10 for a term of two years expiring on September 10, 2017.

On July 13, 2015, the TSX Venture Exchange approved an extension of the expiry date of the warrants issued pursuant to the private placement that closed on July 17, 2013 by three years from July 17, 2015 to July 17, 2018. All other terms remained the same.

As a result of the extension, the Company recorded an additional aggregate fair value compensation cost in the amount of $143,697, which has been estimated using the Black-Scholes option pricing model with the following assumptions for the fair value of the amended warrants at the date of the amendment: risk-free interest rate of 0.38%, dividend yield of 0%, volatility of 100.44%, and an expected life of 3 years.

On September 23, 2014, the TSX Venture Exchange approved the final extension of the expiry dates of the warrants issued pursuant to the private placement that closed on April 1, 2010 from October 1, 2014 and October 23, 2014 to April 1, 2015 and April 23, 2015 respectively. All other terms remain the same.

As a result of the extension, the Company recorded an additional aggregate fair value compensation cost in the amount of $21,616, which has been estimated using the Black-Scholes option pricing model with the following assumptions for the fair value of the amended warrants at the date of the amendment: risk-free interest rate of 1.15%, dividend yield of 0%, volatility of 92.75% and 116.13% respectively, and an expected life of 0.5 years.

A summary of the share purchase warrants and compensation options issued, exercised and expired during the years ended January 31, 2016 and 2015 is as follows:

 

 

Number of Warrants

 

 

Weighted Average
Exercise
Price

 

Balance, January 31, 2014

 

 

10,158,620

 

 

$0.53

 

Exercised

 

 

(45,000)

 

$0.15

 

Balance, January 31, 2015

 

 

10,113,620

 

 

$0.53

 

Issued

 

 

5,000,000

 

 

$0.10

 

Expired

 

 

(6,464,120)

 

$0.75

 

Balance, January 31, 2016

 

 

8,649,500

 

 

$0.12

 

 
- 89 -67
 

      

CORAL GOLD RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the years ended January 31, 2016, 2015, and 2014

(Expressed in Canadian dollars)

9. SHARE CAPITAL (continued)

c)

Share purchase warrants and compensation options

Details of share purchase warrants outstanding as of January 31, 2016 and 2015 are:

 

 

 

 

 

Warrants Outstanding and Exercisable

 

Expiry Date

 

Exercise Price
per Share

 

 

January 31,
2016

 

 

January 31,
2015

 

 

 

 

 

 

 

 

 

 

 

April 1, 2015

 

$0.75

 

 

 

-

 

 

 

4,709,120

 

April 23, 2015

 

$0.75

 

 

 

-

 

 

 

1,755,000

 

September 10, 2017

 

$0.10

 

 

 

3,500,000

 

 

 

-

 

July 17, 2018

 

$0.15

 

 

 

3,649,500

 

 

 

3,649,500

 

January 14, 2018

 

$0.10

 

 

 

1,500,000

 

 

 

-

 

 

 

 

 

 

 

 

8,649,500

 

 

 

10,113,620

 

d)

Stock options

The Company's stock option plan provides for the granting of options to directors, officers, employees and consultants. Under the terms of the option plan, options issued will not exceed 10% (2014 - 10%) of the issued and outstanding shares from time to time. The option price under each option is not less than the discounted market price on the grant date. The expiry date for each option is set by the Board of Directors at the time of issue and cannot be more than ten years after the grant date. All options vest 100% on the grant date unless a vesting schedule is set by the Board of Directors at the time of issue.

For the years ended January 31, 20162018, 2017, and 2015 stock option activity is summarized as follows:2016

(Expressed in Canadian dollars)

 

 

Number of
Options

 

 

Weighted Average
Exercise
Price

 

Stock options outstanding, January 31, 2014

 

 

3,155,000

 

 

$0.50

 

Granted

 

 

1,420,000

 

 

$0.24

 

Cancelled

 

 

-

 

 

 

-

 

Expired

 

 

(605,000)

 

$0.71

 

Stock options outstanding, January 31, 2015

 

 

3,970,000

 

 

$0.38

 

Granted

 

 

500,000

 

 

$0.18

 

Cancelled

 

 

(355,000)

 

$1.19

 

Expired

 

 

(945,000)

 

$0.27

 

Stock options outstanding, January 31, 2016

 

 

3,170,000

 

 

$0.28

 

Stock options exercisable, January 31, 2016

 

 

2,670,000

 

 

$0.31

 

  

- 90 -

CORAL GOLD RESOURCES LTD.12. SHARE CAPITAL AND SHARE-BASED PAYMENTS (continued)

Notes to

e) Stock options (continued)

A summary of stock options outstanding as at January 31, 2018 is as follows:

Number Outstanding

 

 

Exercise

Price

 

 

Weighted Average

Remaining

Contractual

Life (years)

 

 

Expiry Date

 

1,150,000

 

 

$0.240

 

 

 

1.12

 

 

March 14, 2019

 

100,000

 

 

$0.125

 

 

 

2.68

 

 

October 6, 2020

 

100,000

 

 

$0.150

 

 

 

2.68

 

 

October 6, 2020

 

100,000

 

 

$0.175

 

 

 

2.68

 

 

October 6, 2020

 

100,000

 

 

$0.200

 

 

 

2.68

 

 

October 6, 2020

 

100,000

 

 

$0.225

 

 

 

2.68

 

 

October 6, 2020

 

1,720,000

 

 

$0.355

 

 

 

4.43

 

 

July 5, 2022

 

25,000

 

 

$0.355

 

 

 

1.44

 

 

July 10, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,395,000

 

 

 

 

 

 

 

3.03

 

 

 

 

During the Consolidated Financial Statements

For the yearsyear ended January 31, 2016, 2015,2018, the Company granted incentive stock options for the purchase of up to 1,775,000 common shares at a price of $0.355 per share to directors, officers, consultants, and 2014

(Expressed in Canadian dollars)

9. SHARE CAPITAL (continued)employees of the Company.

 

d)

Stock options

A summary of stock options outstanding as at January 31, 2016 is as follows:

Number Outstanding

 

 

Exercise

Price

 

 

Weighted Average

Remaining

Contractual

Life (years)

 

 

Expiry Date

 
800,000

 

 

$0.400

 

 

 

1.06

 

 

February 22, 2017

 
600,000

 

 

$0.300

 

 

 

1.70

 

 

October 12, 2017

 
1,270,000

 

 

$0.240

 

 

 

3.12

 

 

March 14, 2019

 
100,000

 

 

$0.125

 

 

 

4.68

 

 

October 6, 2020

 
100,000

 

 

$0.150

 

 

 

4.68

 

 

October 6, 2020

 
100,000

 

 

$0.175

 

 

 

4.68

 

 

October 6, 2020

 
100,000

 

 

$0.200

 

 

 

4.68

 

 

October 6, 2020

 
100,000

 

 

$0.225

 

 

 

4.68

 

 

October 6, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 
3,170,000

 

 

$0.281

 

 

 

2.58

 

 

 

 

10. SHARE-BASED PAYMENTSNo stock options were granted during the year ended January 31, 2017.

 

On October 6, 2015, the Company granted incentive stock options for the purchase of up to 500,000 common shares to a consultant. These 500,000 stock options have the following prices and vesting terms, and are exercisable on or before October 6, 2020:

 

-

-       100,000 at a price of $0.125 vesting after three months

-

100,000 at a price of $0.15 vesting after six months

-

100,000 at a price of $0.175 vesting after nine months

-

100,000 at a price of $0.20 vesting after twelve months

-

100,000 at a price of $0.225 vesting after fifteen months

On March 14, 2014, the Company granted incentive stock options for the purchase of up to 1,420,000 common shares at a price of $0.24 per share to directors, officers, consultants, and employees of the Company. Of these, 50,000 stock options are exercisable on or before March 14, 2015, and 1,370,000 stock options are exercisable on or before March 14, 2019.$0.125 vesting after three months

 

No stock options were granted during the year ended January 31, 2014.-       100,000 at a price of $0.15 vesting after six months

-       100,000 at a price of $0.175 vesting after nine months

-       100,000 at a price of $0.20 vesting after twelve months

-       100,000 at a price of $0.225 vesting after fifteen months

  

The Company recorded totaltable below outlines the share-based payments of $157,142 forpayment expense relating to the grant and vesting of stock options and for the extension of the expiry date of warrants during the year ended January 31, 2016 (2015 - $259,163; 2014 - $9,350) as follows:years ended:

 

 

2016

 

2015

 

2014

 

 

2018

 

 

2017

 

 

2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Directors, officers and employees

 

$-

 

$214,200

 

$-

 

 

$560,000

 

$-

 

$-

 

Investor relations

 

-

 

11,447

 

2,629

 

 

-

 

-

 

-

 

Consultants

 

13,445

 

11,900

 

-

 

 

5,250

 

7,865

 

13,445

 

Extension of warrants

 

 

143,697

 

 

 

21,616

 

 

 

6,721

 

 

 

-

 

 

 

-

 

 

 

143,697

 

 

$157,142

 

 

$259,163

 

 

$9,350

 

 

$565,250

 

 

$7,865

 

 

$157,142

 

 

 
- 91 -68
 

 

CORAL GOLD RESOURCES LTD.

CORAL GOLD RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the years ended January 31, 2018, 2017, and 2016

(Expressed in Canadian dollars)

Notes to the Consolidated Financial Statements

For the years ended January 31, 2016, 2015, and 2014

(Expressed in Canadian dollars)

 

10.

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

e) Stock options (continued)

 

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

 

 

2016

 

2015

 

2014

 

 

2018

 

 

2017

 

 

2016

 

Weighted average assumptions:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Risk-free interest rate

 

0.42%

 

1.39%

 

-

 

 

1.42%

 

0.71%

 

0.42%

Expected dividend yield

 

-

 

-

 

-

 

 

-

 

-

 

-

 

Expected option life (years)

 

3.20

 

4.86

 

-

 

 

4.96

 

4.13

 

3.20

 

Expected stock price volatility

 

100.07%

 

96.63%

 

-

 

 

129.96%

 

104.02%

 

100.07%

Forfeiture rate

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Weighted average fair value at grant date

 

$0.04

 

 

$0.17

 

 

 

-

 

 

$0.32

 

 

$0.05

 

 

$0.04

 

 

Expected volatility was forecasted based on the historical volatility of the Company.

11.13. RELATED PARTY TRANSACTIONS AND BALANCES

 

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

 

a)

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

 

 

 

2016

 

 

2015

 

 

2014

 

 

 

 

 

 

 

 

 

 

 

Salaries, bonuses, fees and benefits

 

 

 

 

 

 

 

 

 

Members of the Board of Directors

 

$64,359

 

 

$62,835

 

 

$66,000

 

Other members of key management

 

 

27,531

 

 

 

24,067

 

 

 

43,707

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Share-based payments

 

 

 

 

 

 

 

 

 

 

 

 

Members of the Board of Directors

 

 

-

 

 

 

161,500

 

 

 

-

 

Other members of key management

 

 

-

 

 

 

34,000

 

 

 

-

 

 

 

$91,890

 

 

$282,402

 

 

$109,707

 

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

 

 

 

2018

 

 

2017

 

 

2016

 

 

 

 

 

 

 

 

 

 

 

Salaries, bonuses, fees and benefits

 

 

 

 

 

 

 

 

 

Members of the Board of Directors

 

$191,575

 

 

$72,019

 

 

$64,359

 

Other members of key management

 

 

55,071

 

 

 

34,581

 

 

 

27,531

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Share-based payments

 

��

 

 

 

 

 

 

 

 

 

 

Members of the Board of Directors

 

 

400,000

 

 

 

-

 

 

 

-

 

Other members of key management

 

 

72,000

 

 

 

-

 

 

 

-

 

 

 

$718,646

 

 

$106,600

 

 

$91,890

 

b)

In the normal course of operations the Company transacts with companies related to its directors or officers. The following amounts are receivable from related parties:

 

 

January 31,
2016

 

 

January 31,
2015

 

Levon Resources Ltd.

 

$-

 

 

$58,903

 

Total

 

$-

 

 

$58,903

 

 

 
- 92 -69
 

 

CORAL GOLD RESOURCES LTD.

CORAL GOLD RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the years ended January 31, 2018, 2017, and 2016

(Expressed in Canadian dollars)

Notes to the Consolidated Financial Statements

For the years ended January 31, 2016, 2015, and 2014

(Expressed in Canadian dollars)

11.13. RELATED PARTY TRANSACTIONS AND BALANCES (continued)

 

c)

In the normal course of operations the Company transacts with companies with directors or officers in common. During the year ended January 31, 2016, the Company settled $nil (2015 - $205,751) of related party debt through issuance of common shares of the Company, as described in Note 9b. At January 31, 2016 and January 31, 2015, the following amounts are payable to related parties:b) Amounts due to/from relates parties

 

 

January 31,
2016

 

 

January 31,
2015

 

Directors

 

$70,500

 

 

$52,500

 

Oniva International Services Corp.

 

 

8,401

 

 

 

5,514

 

Sampson Engineering Inc.

 

 

1,212

 

 

 

1,200

 

Wear Wolfin Designs Inc.

 

 

-

 

 

 

5,250

 

Saulnier Capital

 

 

-

 

 

 

1,103

 

Frobisher Securities Ltd.

 

 

4,200

 

 

 

4,200

 

Intermark Capital Corp.

 

 

-

 

 

 

13,125

 

 

 

$84,313

 

 

$82,892

 

 

The amounts included above in 11(b) and 11(c) are unsecured, non-interest bearing with no fixed terms of repayment.

d)

In the normal course of operations the Company transacts with companies with directors or officers in common.

At January 31, 2018, and January 31, 2017, the following amounts are payable to related parties:

 

 

January 31,

2018

 

 

January 31,

2017

 

Directors

 

 

29,250

 

 

$88,500

 

Oniva International Services Corp.

 

 

10,615

 

 

 

19,654

 

Sampson Engineering Inc.

 

 

-

 

 

 

918

 

Intermark Capital Corp.

 

 

-

 

 

 

5,250

 

 

 

$39,865

 

 

$114,322

 

The amounts included above are unsecured, non-interest bearing with no fixed terms of repayment.

c) Other related party transactions

The Company has a cost-sharing agreement to reimburse Oniva International Services Corp. ("Oniva"), as described in Note 13. The transactions with Oniva during the year are summarized below:

 

 

2016

 

 

2015

 

 

2014

 

Salaries and benefits

 

$72,747

 

 

$40,640

 

 

$77,785

 

Office and miscellaneous

 

 

24,176

 

 

 

26,035

 

 

 

48,489

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$96,923

 

 

$66,675

 

 

$126,274

 

Salaries and benefits above includes $24,868 for key management personnel compensation that has been included in Note 11(a).

12. RECLAMATON PROVISION

 

The Company'sCompany has a cost-sharing agreement to reimburse Oniva International Services Corp. (“Oniva”), as described in Note 15. The transactions with Oniva during the year are summarized below:

 

 

2018

 

 

2017

 

 

2016

 

Salaries and benefits

 

$105,344

 

 

$91,346

 

 

$72,747

 

Office and miscellaneous

 

 

66,663

 

 

 

38,260

 

 

 

24,176

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$172,007

 

 

$129,606

 

 

$96,923

 

Salaries and benefits above includes $35,071 (2017 - $34,581) for key management personnel compensation that has been included in Note 13(a).

14. RECLAMATION PROVISION

The Company’s reclamation provision relates to the reclamation work required by the Bureau of Land Management to be performed on the Robertson Property.

 

ManagementDue to the sale of the Robertson Property, management estimates the total undiscounted inflation-adjusted amount of cash flows required to settle its reclamation provision to be approximately $633,312$Nil (US$452,172) (2015 – $574,756Nil) (January 31, 2017 - $588,366 (US$452,172)), which is expected to be incurred during 2018.. The risk-free rate of 3% (2015 – 3%) was used to calculate the present value of the reclamation provision.provision at January 31, 2017.

 

A reconciliation of the reclamation provision is as follows:

 

 

January 31,
2016

 

January 31,
2015

 

 

January 31,

2018

 

 

January 31,

2017

 

 

 

 

 

 

 

 

 

 

 

Beginning balance

 

$566,410

 

$484,000

 

 

$559,257

 

$645,153

 

Unwinding of discount

 

17,389

 

14,519

 

 

6,786

 

18,240

 

Change in estimates

 

-

 

-

 

Change in estimate

 

-

 

(58,141)

Transferred to Barrick (Note 5)

 

(543,164)

 

-

 

Change in foreign exchange rate

 

 

61,354

 

 

 

67,891

 

 

 

(22,879)

 

 

(45,995)

 

$645,153

 

 

$566,410

 

 

$-

 

 

$559,257

 

 

 
- 93 -70
 

  

CORAL GOLD RESOURCES LTD.

CORAL GOLD RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the years ended January 31, 2018, 2017, and 2016

(Expressed in Canadian dollars)

Notes to the Consolidated Financial Statements

For the years ended January 31, 2016, 2015, and 2014

(Expressed in Canadian dollars)

13.15. COMMITMENTS

 

The Company has a cost-sharing agreement to reimburse Oniva for a percentage of its overhead expenses, to reimburse 100% of its out-of-pocket expenses incurred on behalf of the Company, and to pay a percentage fee based on the total overhead and corporate expenses. The agreement may be terminated with one-months'one-months’ notice by either party. Transactions and balances with Oniva are disclosed in Note 11.13.

 

14.16. FINANCIAL INSTRUMENTS

 

The fair values of the Company'sCompany’s cash and cash equivalents, term deposits, amounts receivable from a related party, accounts payable, and amounts payable to related parties approximate their carrying values due to the short-term nature of these instruments. Investment securities are accounted for at fair value based on quoted market prices.

 

The Company'sCompany’s financial instruments are exposed to certain financial risk, credit risk, liquidity risk, and market risk.

 

a)

a) Credit risk

Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The Company's cash and cash equivalents is exposed to credit risk. The Company is not exposed to significant credit risk on amounts receivable (excluding GST).

The Company manages credit risk, in respect of cash, by maintaining the majority of cash at high credit rated Canadian financial institutions.

Concentration of credit risk exists with respect to the Company's cash and cash equivalents and reclamation deposits as the majority of the amounts are held with a single Canadian and US financial institution. The Company's concentration of credit risk, and maximum exposure thereto, is as follows:

 

 

January 31,
2016

 

 

January 31,
2015

 

 

 

 

 

 

 

 

Cash held at major financial institutions

 

 

 

 

 

 

Canada – cash

 

$199,934

 

 

$103,470

 

US - cash

 

 

400,030

 

 

 

44,105

 

 

 

 

 

 

 

 

 

 

 

 

 

599,964

 

 

 

147,575

 

Reclamation deposits held at major financial institutions

 

 

89,638

 

 

 

655,209

 

 

 

 

 

 

 

 

 

 

Total cash and reclamation deposits

 

$689,602

 

 

$802,784

 

- 94 -

 

CORAL GOLD RESOURCES LTD.Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The Company’s cash and cash equivalents is exposed to credit risk. The Company is not exposed to significant credit risk on amounts receivable (excluding GST).

Notes

The Company manages credit risk, in respect of cash, by maintaining the majority of cash at high credit rated Canadian financial institutions.

Concentration of credit risk exists with respect to the Consolidated Financial Statements

ForCompany’s cash and cash equivalents, term deposits and reclamation deposits as the years ended January 31, 2016, 2015,majority of the amounts are held with a single Canadian and 2014US financial institution. The Company’s concentration of credit risk, and maximum exposure thereto, is as follows:

(Expressed in Canadian dollars)

 

14. FINANCIAL INSTRUMENTS (continued)

 

 

January 31,

2018

 

 

January 31,

2017

 

 

 

 

 

 

 

 

Cash and cash equivalents held at major financial institutions

 

 

 

 

 

 

Canada – cash and cash equivalents

 

$1,874,545

 

 

$15,260

 

US – cash and cash equivalents

 

 

12,446,888

 

 

 

39,587

 

 

 

 

 

 

 

 

 

 

 

 

 

14,321,433

 

 

 

54,847

 

Term deposits – US

 

 

3,694,415

 

 

 

-

 

Royalty receivable

 

 

3,540,753

 

 

 

-

 

Reclamation deposits held at major financial institutions

 

 

-

 

 

 

83,277

 

 

 

 

 

 

 

 

 

 

Total cash and cash equivalents, term deposits, royalty receivable and reclamation deposits

 

 

21,556,601

 

 

$138,124

 

b)

Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in satisfying financial obligations as they become due.

The Company manages its liquidity risk by forecasting cash flows required by operations and anticipated investing and financing activities. The Company had a working capital of $470,078 at January 31, 2016 and $11,324 at January 31, 2015. The Company has cash at January 31, 2016 in the amount of $599,964 (2015 - $147,575) in order to meet short-term business requirements. At January 31, 2016, the Company had current liabilities of $148,637 (2015 - $154,653). Accounts payable have contractual maturities of approximately 30 days and are subject to normal trade terms. Amounts due to related parties are without stated terms of interest or repayment.

The Company will require significant cash funding to conduct its planned exploration programs, meet its administrative overhead costs, and maintain its mineral properties in 2017.

c)

Market risk

Market risk consists of interest rate risk, foreign currency risk, and other price risk. These are discussed further below.

Interest rate risk

Interest rate risk consists of two components:

(i)

To the extent that payments made or received on the Company's monetary assets and liabilities are affected by changes in the prevailing market interest rates, the Company is exposed to interest rate cash flow risk.

(ii)

To the extent that changes in prevailing market rates differ from the interest rate in the Company's monetary assets and liabilities, the Company is exposed to interest rate price risk.

The Company is exposed to interest rate price risk with respect to reclamation deposits as they bear interest at market rates. However, given the stated rates of interest are fixed, the Company is not exposed to significant interest rate price risk as at January 31, 2016 and 2015.

 

 
- 95 -71
 

  

CORAL GOLD RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the years ended January 31, 2018, 2017, and 2016

(Expressed in Canadian dollars)

16. FINANCIAL INSTRUMENTS (continued)

b) Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in satisfying financial obligations as they become due.

The Company manages its liquidity risk by forecasting cash flows required by operations and anticipated investing and financing activities. At January 31, 2018, the Company had working capital of $15,296,877 (January 31, 2017 – working capital deficiency of $117,528). The Company has cash at January 31, 2018 in the amount of $14,321,433 (January 31, 2017 - $54,847) for short-term business requirements. Of this amount, $1,676,003 has been set aside for the purchases of shares related to the Consolidated FinancialCompany’s normal course issuer bid, and is currently being held in the Company’s brokerage account. The Company has access to the cash at any time, and meets the definition of Cash and Cash Equivalents under IAS 7 – Statements of Cash Flows.

For the years ended

At January 31, 2016, 2015,2018, the Company had current liabilities of $2,839,168 (January 31, 2017 - $191,245). Accounts payable have contractual maturities of approximately 30 days and 2014

(Expressed in Canadian dollars)

14. FINANCIAL INSTRUMENTS (continued)are subject to normal trade terms. Amounts due to related parties are without stated terms of interest or repayment.

 

c)

c) Market risk

Market risk consists of interest rate risk, foreign currency risk, and other price risk. These are discussed further below.

Interest rate risk (continued)

Foreign currency risk

Interest rate risk consists of two components:

(i) To the extent that payments made or received on the Company’s monetary assets and liabilities are affected by changes in the prevailing market interest rates, the Company is exposed to interest rate cash flow risk.

(ii) To the extent that changes in prevailing market rates differ from the interest rate in the Company’s monetary assets and liabilities, the Company is exposed to interest rate price risk.

The Company is exposed to interest rate price risk with respect to reclamation deposits as they bear interest at market rates. However, given the stated rates of interest are fixed, the Company is not exposed to significant interest rate price risk as at January 31, 2018 and 2017.

 

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in foreign exchange rates. The Company is exposed to foreign currency risk to the extent that monetary assets and liabilities are denominated in foreign currency.

The Company is exposed to foreign currency risk with respect to cash, other amounts receivable, amounts receivable from related parties, reclamation bonds, and accounts payable, as a portion of these amounts are denominated in US dollars as follows:

72

 

 

January 31,
2016

 

 

January 31,
2015

 

 

 

 

 

 

 

 

Cash

 

US$

285,613

 

 

US$

34,698

 

Other amounts receivable

 

 

149

 

 

 

2,343

 

Amounts receivable from related parties

 

 

-

 

 

 

46,340

 

Reclamation bonds

 

 

64,000

 

 

 

515,466

 

Accounts payable

 

 

(3,317)

 

 

(15,945)

 

 

 

 

 

 

 

 

 

Net exposure

 

US$

346,445

 

 

US$

582,902

 

 

 

 

 

 

 

 

 

 

Canadian dollar equivalent

 

$485,231

 

 

$740,927

 

   

CORAL GOLD RESOURCES LTD.

Based onNotes to the net Canadian dollar denominated asset and liability exposures as atConsolidated Financial Statements

For the years ended January 31, 2018, 2017, and 2016 a 10% (2015 – 10%) fluctuation

(Expressed in the Canadian/US exchange rates will impact the Company's net income and comprehensive income by approximately $48,523 (2015 - $74,093).

The Company manages foreign currency risk by minimizing the value of financial instruments denominated in foreign currency. The Company has not entered into any foreign currency contracts to mitigate this risk.

Other price risk

Other price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market prices, other than those arising from interest rate risk or foreign currency risk. The Company is exposed to other price risk with respect to its investment securities, as they are carried at fair value based on quoted market prices.

The Company's ability to raise capital to fund mineral resource exploration is subject to risks associated with fluctuations in mineral resource prices. Management closely monitors commodity prices, individual equity movements and the stock market to determine the appropriate course of action to be taken by the Company.Canadian dollars)

 

16. FINANCIAL INSTRUMENTS (continued)

c) Market risk (continued)

Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in foreign exchange rates. The Company is exposed to foreign currency risk to the extent that monetary assets and liabilities are denominated in foreign currency.

The Company is exposed to foreign currency risk with respect to cash, royalty receivable, other amounts receivable, amounts receivable from a related party, reclamation bonds, and accounts payable, as a portion of these amounts are denominated in US dollars as follows:

 

 

January 31, 2018

 

 

January 31, 2017

 

 

 

 

 

 

 

Cash and cash equivalents

 

US$

10,125,183

 

 

US$

30,424

 

 

 

 

 

 

 

 

 

Term deposits

 

 

3,005,300

 

 

 

 

Other amounts receivable

 

 

-

 

 

 

181

 

Royalty receivable

 

 

2,880,300

 

 

 

-

 

Reclamation bonds

 

 

-

 

 

 

64,000

 

Accounts payable

 

 

-

 

 

 

(15,369)

 

 

 

 

 

 

 

 

 

Net exposure

 

US$

16,010,783

 

 

US$

79,326

 

 

 

 

 

 

 

 

 

 

Canadian dollar equivalent

 

$19,682,055

 

 

$103,101

 

Based on the net Canadian dollar denominated asset and liability exposures as at January 31, 2018, a 10% (2017 – 10%) fluctuation in the Canadian/US exchange rates will impact the Company’s net income and comprehensive income by approximately $1,968,206 (2017 - $10,310).

The Company manages foreign currency risk by minimizing the value of financial instruments denominated in foreign currency. The Company has not entered into any foreign currency contracts to mitigate this risk.

Other price risk

Other price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market prices, other than those arising from interest rate risk or foreign currency risk. The Company is exposed to other price risk with respect to its investment securities, as they are carried at fair value based on quoted market prices.

The Company’s ability to raise capital to fund mineral resource exploration is subject to risks associated with fluctuations in mineral resource prices. Management closely monitors commodity prices, individual equity movements and the stock market to determine the appropriate course of action to be taken by the Company.

 
- 96 -73
 

 

CORAL GOLD RESOURCES LTD.

CORAL GOLD RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the years ended January 31, 2018, 2017, and 2016

(Expressed in Canadian dollars)

Notes to the Consolidated Financial Statements

For the years ended January 31, 2016, 2015, and 2014

(Expressed in Canadian dollars)

14.16. FINANCIAL INSTRUMENTS (continued)

 

d)
d)

Classification of Financial instruments

IFRS 7 'Financial Instruments: Disclosures' establishes a fair value hierarchy that prioritizes the input to valuation techniques used to measure fair value as follows:

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and

Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The following table sets forth the Company's financial assets measured at fair value on a recurring basis by level within the fair value hierarchy as at January 31, 2016:

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Cash and cash equivalents

 

$599,964

 

 

$-

 

 

$-

 

Investments in marketable securities

 

 

92,746

 

 

 

-

 

 

 

-

 

 

 

$692,710

 

 

$-

 

 

$-

 

15. CAPITAL MANAGEMENT

 

The Company'sfollowing table sets forth the Company’s financial assets measured at fair value on a recurring basis by level within the fair value hierarchy as at January 31, 2018:

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Cash and cash equivalents

 

$14,321,433

 

 

$-

 

 

$-

 

Term deposits

 

 

3,694,415

 

 

 

-

 

 

 

-

 

Investments

 

$60,057

 

 

$-

 

 

$-

 

 

 

 

18,075,905

 

 

 

 

 

 

 

 

 

17. CAPITAL MANAGEMENT

The Company’s objectives when managing capital are to safeguard the Company'sCompany’s ability to continue as a going concern in order to pursue the exploration and development of its properties and to maintain flexible capital structure for its projects for the benefit of its stakeholders. The Board of Directors does not establish quantitative returns on capital criteria for management. The Company considers its capital structure to consist of the components of shareholders'shareholders’ equity.

 

The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares or adjust the amount of cash and cash equivalents. Management reviews the capital structure on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. The Company is not subject to externally imposed capital requirements. There were no changes to the Company'sCompany’s capital management during the year ended January 31, 2016.2018.

 

- 97 -

CORAL GOLD RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the years ended January 31, 2016, 2015, and 2014

(Expressed in Canadian dollars)

16. ADDITIONAL18. SUPPLEMENTARY CASH FLOW DISCLOSURES

 

The net change in non-cash working capital is comprised of the following:

 

 

 

2018

 

 

2017

 

 

2016

 

 

 

 

 

 

 

 

 

 

 

Amounts receivable

 

$7,473

 

 

$(806)

 

$13,067

 

Prepaid expenses

 

 

(19,060)

 

 

687

 

 

 

(13,416)

Accounts payable and accrued liabilities

 

 

(28,621)

 

 

31,541

 

 

 

(3,728)

Amounts payable to related parties

 

 

(73,539)

 

 

12,901

 

 

 

1,409

 

 

 

$(113,747)

 

$44,323

 

 

$(2,668)

 

 

2016

 

 

2015

 

 

 

 

 

 

 

 

Amounts receivable from related parties

 

$-

 

 

$(12,732)

Other amounts receivable

 

 

13,067

 

 

 

(12,144)

Prepaid expenses

 

 

(13,416)

 

 

(448)

Accounts payable and accrued liabilities

 

 

(3,728)

 

 

(67,252)

Amounts payable to related parties

 

 

1,409

 

 

 

31,810

 

 

 

$(2,668)

 

$(60,766)

Supplementary Cash Flow Disclosures:

 

 

 

 

 

 

 

 

 

Cash paid during the year for:

 

 

 

 

 

 

 

 

 

Interest expense

 

$-

 

 

$-

 

 

$-

 

Income taxes

 

$-

 

 

$-

 

 

$-

 

Expenditures on exploration and evaluation assets included in amounts payable to related parties

 

$-

 

 

$(918)

 

$(1,212)

Expenditures on exploration and evaluation assets in the amount of forgiven debt

 

$-

 

 

$(8,840)

 

$(69,030)

74

 

17.

CORAL GOLD RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the years ended January 31, 2018, 2017, and 2016

(Expressed in Canadian dollars)

19. INCOME TAXES

 

Income tax recovery (expense) differs from the amount that would result from applying the Canadian federal and provincial statutory income tax rates to income (loss) before future income taxes. For the year ended January 31, 2016,2018, the Canadian statutory rate is 26% (2015(2017 - 26%, 2016 – 26%).

 

 

2016

 

2015

 

2014

 

 

2018

 

2017

 

2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expected income tax recovery

 

$161,065

 

$123,811

 

$181,670

 

 

$(982,000)

 

$145,000

 

$161,065

 

Permanent differences

 

(35,857)

 

(53,714)

 

10,760

 

 

100,000

 

(46,000)

 

(35,857)

Changes in timing differences and other

 

(3,792)

 

(108,612)

 

9,659

 

 

459,000

 

(11,000)

 

(3,792)

Effect of foreign exchange changes on U.S. loss carry-forwards

 

559,063

 

663,891

 

492,885

 

 

(52,000)

 

(412,000)

 

559,063

 

Expired losses

 

-

 

(123,653)

 

(20,428)

 

-

 

-

 

-

 

Changes in unrecognized deferred income tax assets

 

(50,115)

 

(62,588)

 

(135,099)

 

(758,000)

 

(108,000)

 

(50,115)

Adjustments due to effective tax rate attributable to U.S. tax on subsidiaries

 

39,636

 

37,585

 

37,513

 

 

 

(517,000)

 

 

9,000

 

 

 

39,636

 

Changes in income tax rates and other exchange

 

 

-

 

 

 

-

 

 

 

70,895

 

Total deferred income tax recovery

 

$670,000

 

 

$476,720

 

 

$647,855

 

Total deferred and current income tax recovery (expense)

 

$(1,750,000)

 

$(423,000)

 

$670,000

 

 

The approximate tax effects of each type of temporary difference that gives rise to potential deferred income tax assets and liabilities are as follows:

 

 

 

January 31,
2016

 

 

January 31,
2015

 

Non-capital losses carried forward

 

$6,078,677

 

 

$5,345,044

 

Exploration and evaluation assets

 

 

(6,716,579)

 

 

(6,648,222)

Equipment and other

 

 

17,902

 

 

 

13,178

 

Net deferred income tax liabilities

 

$(620,000)

 

$(1,290,000)

- 98 -

CORAL GOLD RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the years ended January 31, 2016, 2015, and 2014

(Expressed in Canadian dollars)

17. INCOME TAXES (continued)

 

 

January 31,

2018

 

 

January 31,

2017

 

Non-capital losses carried forward

 

$-

 

 

$5,486,000

 

Reclamation provision

 

 

-

 

 

 

194,000

 

Exploration and evaluation assets

 

 

(42,000)

 

 

(6,734,000)

Equipment and other

 

 

-

 

 

 

16,000

 

Investments

 

 

-

 

 

 

(5,000)

Net deferred income tax liabilities

 

$(42,000)

 

$(1,043,000)

 

Temporary differences and tax losses arising in Canada have not been recognized as deferred income tax assets due to the fact that management has determined it is not probable that sufficient future taxable profits will be earned in Canada to recover such assets. Unrecognized deductible temporary differences are summarized as follows:

 

 

January 31,
2016

 

January 31,
2015

 

 

January 31,

2018

 

 

January 31,

2017

 

Non-capital losses carried forward

 

$1,900,326

 

$1,856,564

 

 

$2,741,000

 

$2,017,000

 

Equipment and other

 

3,163

 

2,929

 

 

2,000

 

1,000

 

Investments

 

2,439

 

(2,680)

 

-

 

(5,000)

Exploration and evaluation assets

 

 

706,460

 

 

 

706,460

 

 

 

734,000

 

 

 

706,000

 

Unrecognized deductible temporary differences

 

$2,612,388

 

 

$2,563,273

 

 

$3,477,000

 

 

$2,719,000

 

 

At January 31, 2016,2018, the Company had, for Canadian tax purposes, non-capital losses aggregating approximately $7,308,945.$10,153,000. These losses are available to reduce taxable income earned by the Canadian operations of future years and expire as follows between 20262025 and 2036.2038.

 

At January 31, 2016, the Company had, for US tax purposes, net operating losses aggregating approximately US$12,401,000. The net operating losses are available to offset taxable income earned by the US operations of future years and expire as follows between 2020 and 2036.
75

18.

CORAL GOLD RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the years ended January 31, 2018, 2017, and 2016

(Expressed in Canadian dollars)

20. SEGMENTED INFORMATION

 

The Company operates one operating segment, mineral exploration and development activities. The Company is in the exploration stage and, accordingly, has no reportable revenues for the yearyears ended January 31, 2016, 2015,2018, 2017, and 2014.2016.

 

The Company has non-current assets in the following geographic locations:

 

 

January 31,
2016

 

January 31,
2015

 

 

January 31, 2018

 

 

January 31, 2017

 

 

 

 

 

 

Canada

 

$94,431

 

$148,139

 

 

$61,139

 

$134,544

 

USA

 

 

19,375,002

 

 

 

19,902,825

 

 

 

3,740,601

 

 

 

19,432,774

 

 

$19,469,433

 

 

$20,050,964

 

 

$3,801,740

 

 

$19,567,318

 

  

 
- 99 -76
 

 

SIGNATURE

 

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

 

CORAL GOLD RESOURCES LTD.

    

Dated: June 14, 201615, 2018

By:/s/ David Wolfin

 

 

David Wolfin

Chief Executive Officer

(Principal Executive Officer)

  

- 100 -

Exhibit Index

 

Exhibit Number

Name

1.1

Memorandum of Coral Gold Resources Ltd.*

1.2

Articles of Coral Gold Resources Ltd.*

8.1

List of Subsidiaries

12.1

Certification of the Principal Executive Officer

12.2

Certification of the Principal Financial Officer

13.1

Certificate of Principal Executive Officer under the Sarbanes-Oxley Act

13.2

Certificate of Principal Financial Officer under the Sarbanes-Oxley Act

15.1

Geological Report on the Robertson Property*

15.2

Update of the Geological Report on the Robertson Property*77

_____________

*

Previously filed.

 

- 101 -