ITEM 1.
BUSINESS.
As used in this registration statement, “Shoshone Mining,” “Shoshone,” “our Company,” “the Company,” “we,” and “our” refer to Shoshone Silver/Gold Mining Company.
Overview
We are and exploration stage company, and our activities have been limited to exploring and acquiring rights to explore, hold, acquire, lease and trade properties which we believe are prospective for silver, gold, platinum group and base metals along with uranium. We have identified, commenced, and in some cases completed prospecting efforts in several areas in Idaho, Montana, Washington, Utah, Arizona, and Mexico. There can be no assurance that any of our properties contain a commercially viable ore body or reserves. None of our properties are in production.
Shoshone Silver/Gold Mining Company is an Idaho corporation founded as Sunrise Mining Company on August 4, 1969. We subsequently changed our name to Shoshone Silver Mining Company on January 22, 1970 and changed the name to Shoshone Silver/Gold Mining Company in 2011. Shoshone was formed to explore, develop and produce precious metals with a focus on Northern Idaho. Through the 1970’s and early 1980’s the Company focused its efforts on the Lakeview Mining District located about 25 miles northwest of Coeur d’ Alene, Idaho. The Lakeview Mill and associated impoundment facilities and building were constructed during this time to process silver-lead ores being bined at the nearby Company owned Weber Pit Mine. When reserves at this mine were exhausted the company ceased most of its activities in the Lakeview District other than some limited exploration.
In the late 1990’s, we elected to expand our exploration activities throughout Idaho and also increasingly in other western states and Mexico. This resulted in the acquisition of mining claims in neighboring states such as Montana, Utah and Washington as well as Arizona. Additionally the Company acquired its interest in the Bilbao zinc-silver project in Mexico. In 2012 we elected to enter into a long term lease with an Australian based company which is exploring and developing the nearby Conjecture Mine in the Lakeview District. The Company may receive substantial revenues from toll milling charges when the Conjecture Mine is put into production. However, at the time of this report the Conjecture Mine is not actively being developed. Additionally, in the last year due to tight budgets and a need to again refocus our limited resources on fewer projects we elected to drop our unpatented mining claims located in Arizona and Montana.
We have also identified new areas of and plans for exploration which are described more fully in the Item 7 section of this Annual Report under the caption “Plan of Operation”.
We reported other income in the year ended September 30, 2012 (“fiscal 2012”) from the sale of an option to lease our millsite in the Lakeview District of Bonner County, Idaho.
EXPLORATION PROPERTIES HELD at September 30, 2013
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Idaho Lakeview District Holdings
Shoshone holds a group of patented and unpatented properties located in Bonner County near the Shoshone milling facility commonly referred to as the Idaho Lakeview District Properties. This group includes the Idaho Lakeview, Millsite, Drumheller, Auxer and Talache properties.
Idaho Lakeview, Keep Cool, Weber and Drumheller
The Idaho Lakeview, Weber, Keep Cool and Drumheller groups are located contiguously around an area of Bonner County near our Idaho Lakeview Mill.
Location and Access:
Near the town of Athol, Idaho on U.S. Highway 95 is the intersection with Bunco Road, which becomes U.S. Forest Service Road #332. Bunco Road traverses the Lakeview Mining District 118-22 miles from the highway. Many secondary roads lead from Bunco Road to the mines and prospects of the District. Commercial electricity is available on the properties and water is supplied via wells and through water rights to a nearby creek.
A map of the Idaho Lakeview, Keep Cool and Weber properties is contained in Exhibit 99.1 which was filed as an exhibit to our Annual Report on Form 10-KSB/A filed with the Commission on December 3, 2007, File No.000-31184.
Land Status:
The Idaho Lakeview and Keep Cool Groups comprise 9 patented and 14 unpatented lode mining claims. In January 2013, the Company leased the Lakeview properties and sold the Keep Cool Group to Magenta Mountain Mining Corp. pursuant to an executed Lease and Sale Agreement, the lease was treated as a sale. The Weber Group is comprised of 6 patented and 10 unpatented lode mining claims. The Idaho Lakeview Millsite consists of a mill and water treatment facility on 12.5 patented acres. In January 2013, the Company sold the Weber Group to Magenta Mountain Mining Corp. pursuant to an executed Lease and Sale Agreement.
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Drumheller Group
We own 6 patented claims consisting of 111 acres which are adjoining and lying south of the Idaho Lakeview claims on an extension of the Hewer vein. We issued 109,141 shares of our common stock to acquire these claims in February 1984.
During 2006, we sold the Drumheller Group of claims to an unrelated party in exchange for cash of $30,000 and a promissory note for $120,000. During 2009, due to non-payment of the note receivable, we received a quitclaim deed releasing the property that was the collateral of the note receivable. We determined the fair value of the reclaimed property to be $131,553 which was included in our financial statements as mineral and mining properties. At September 30, 2013 the Company decided to impair the property down to $55,500, due to comparable sales in the area.
Auxer Group
The Auxer Mine is a formerly producing precious metal mine located in Bonner County, Idaho, located about 3.5 miles northeast of East Hope, Idaho and about 10 miles north of Clark Fork, Idaho. The property can be accessed by five miles of gravel roads leading north from East Hope along Strong Creek. The current electrical and water supplies to the land are unknown.
Land Status:
The area covered by the Auxer claims is under Bureau of Land Management (BLM) jurisdiction. The Auxer property consists of 2 contiguous unpatented mining claims covering 40 acres. Title to the property is maintained by annual payment of BLM maintenance fees of $280. We have not made improvements to the property.
A map showing the Auxer Property may be found in Exhibit 99.3 which was filed as an exhibit to our Annual Report on Form 10-KSB/A filed with the Commission on December 3, 2007, File No.000-31184.
Geology:
The Auxer Mines area is located on the north slope of the Auxer Basin, a glacial cirque, at elevations that range from 5,200 to 6,000 feet above sea-level. Vegetation consists of dense stands of conifers, with areas of talus cover on the northwesterly portions of the claim area. Soil depth on the property ranges from bedrock exposure to roughly ten inches deep.
Argillaceous quartzites of the Pre-Cambrian Belt Series intruded by granodiorite underlie the claims. The Prichard formation is exposed in talus material along the northwesterly boundary of the claims.
There are two main gold bearing quartz veins, the Boston and Chicago Veins. The Boston Vein can be traced for several thousand feet on the surface. It is a 14-15 foot wide shear zone at the surface, but widens to 25 feet at a depth of 200 feet. The quartz vein contains gold, associated with the pyrite.
The Chicago Vein is located 500 feet south of the Boston Shaft and occurs within a shear zone parallel to the Boston Vein. The vein is of the same character as the Boston Vein, but has not been explored on the surface. A 40 inch wide channel sample was taken on the surface by John Plats in 1936, assaying 0.60 oz/t gold.
The property is currently without known reserves.
Exploration History:
E.U. Philbrick staked the main Auxer claims in 1905. In 1925, Auxer Gold Mines was organized, and by 1933 most of the Auxer claims were deeded to Auxer Gold Mines.
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In 1968, Auxer Gold Mines was purchased by Spokane National Mines, Inc. In 1972, the property was sold to Idora Silver Mines, Inc. and later relinquished its interest. Ashington Mining Company staked two claims in 1999.
In September 2003, we acquired the property from Ashington Mining Company for $7,500.
Impairment:
We believe that, when compared to the market value of the property, the deferred costs of $7,500 have not suffered impairment. Accordingly, at September 30, 2013, we did not consider a write-down to the carrying cost necessary.
Talache Group
The Talache silver-gold property is located in Bonner County, approximately 1 mile northwest of Talache Landing and 12 miles southeast of Sandpoint, via U.S. Highway 95 and Mirror Lake Road. The current status of electric and water supply to the property is unknown.
A map showing the Talache Group may be found in Exhibit 99.4 which was filed as an exhibit to our Annual Report on Form 10-KSB/A filed with the Commission on December 3, 2007, File No.000-31184.
Land Status:
The property consists of 2 unpatented mining claims covering 40 acres of Bureau of Land Management (BLM) land. Title to the property is maintained by annual payment of BLM maintenance fees of $280. We have not improved the property.
Geology:
Steep slopes that are heavily timbered characterize the topography of the area. Altitudes vary from 2,060 feet on the shore of Pend Oreille Lake to more than 4,100 feet in the northwestern portion of the property. The property is dominated by coniferous forest, with large areas of open meadow grassland in areas where soil cover is too thin to support conifer trees.
The rocks exposed in the vicinity of the property consist of argillites, silites, and quartizes of the Precambrian Belt Super-group. In the vicinity of the Talache Group property, the rocks display an overall tendency to become less calcareous and more clastic with depth. The property is situated on the west limb of a syncline whose axis strikes nearly due north. Two prominent fracture directions are observed within the property boundaries. These include a set that strikes nearly north-south and dips from 80 degrees west to 45 degrees east and a set which strikes approximately east-west and dips from 45 degrees south to 45 degrees north. Most of the prominent mineralization in the area follows north-striking fractures.
Mineralization of economic significance occurs as veins contained in numerous faults and shear zones within the area. The veins occur as lenses and pipes that shoot within the faults and vary considerably in size, grade, and continuity. They improve in width and grade where they are cut and offset by east-west striking cross faults.
Exploration History:
The first claims were staked in the area in the early 1890’s. In 1922, the Talache Mine was developed and production was initiated and continued until late 1926. Although no accurate record exists of total production, it has been estimated that the Talache Mine produced approximately two million ounces of silver and some gold, lead, and copper. Zinc, although present, was not recovered. The operation may have ceased due to the decreasing silver price and the fact that the mineralized zone was found to extend off of the Talache property along strike.
In 1964, the Silver Butte Mining Co. was formed to explore the Talache area, and approximately 2,300 feet of drifting and cross-cutting and 2,400 feet of diamond drilling were carried out approximately 1 mile to the north of the current Talache Group Claims.
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In 1969, Silver Butte and Imperial Silver leased the property to Cominco American, Inc. Cominco held the properties through 1971 and completed approximately 5,000 feet of diamond drilling. Subsequently, all claims were dropped.
In 1999, two claims covering 40 acres were staked for Ashington Mining Corporation. In 2003, we acquired the property from Ashington for $22,500.
The property is currently without known reserves.
Impairment:
We believe that, when compared to the market value of the property, the deferred costs of $22,500 have not suffered impairment. Accordingly, at September 30, 2013, we did not consider a write-down to the carrying cost necessary.
Silver Valley Holdings
Shoshone Group
We have a group of patented lode claims commonly referred to as the Shoshone Group located contiguously around an area within the St. Joe Mining District in Shoshone County, Idaho.
A map showing the Shoshone Group may be found in Exhibit 99.2 which was filed as an exhibit to our Annual Report on Form 10-KSB/A filed with the Commission on December 3, 2007, File No.000-31184.
Land Status:
The Shoshone Group consists of 12 patented lode claims totaling 96 acres in the St. Joe Mining District. Title to the property is maintained by payment of annually assessed property taxes to Shoshone County, Idaho.
During 2011, we paid $61 in property taxes on this property. We have not made improvements to the property.
Geology:
The rocks in the claim group belong to the Precambrian lower Wallace formation, consisting of light-grey dolomitic quartzite inter-bedded with greenish-grey argillites. Ripple marks and mud cracks are visible on bedding surfaces. The rocks are intruded by Tertiary aged diabase dikes.
The claim group is located within a fault block bounded by the Osburn Fault to the north and the Placer Creek Fault to the south, and covers three vein structures known as the Champion, Helena and Link Veins.
The Champion Vein extends from the Springfield Mine to the Bullion Mine six miles to the east, passing through both the Shoshone and Bullion properties.
Exploration History:
The Shoshone Group is located in the St. Joe Mining District of eastern Shoshone County, along the Montana border. This property covers several prospect pits and other historic mine workings.
The Shoshone Group was the subject of considerable interest and speculation in the early 1980’s as Anaconda Minerals drilled the property. Surface outcrop, including a vein structure 7,000 feet long and up to 80 feet wide, along with “enormous geological anomalies” shown in soil and vegetation sampling by the USGS, led geologists to believe that substantial silver mineralization might be found at depth.
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Anaconda drilled four exploratory holes near the property boundary shared with Stevens Peak Mining, in an effort to locate a site for deeper drilling. One of the holes was sufficiently encouraging to justify its continuation and was planned to extend to depths reaching 6,000 feet, targeting the Champion Vein, deep in the Revett formation. However, the planned hole was collared at just over 3,000 feet and although core samples confirmed earlier projections about geology and structure at depth, the program was never completed.
Bear Creek Mining Company leased the Shoshone Group in 1981. Since then, we have conducted limited surface geological and geo-chemical surveying of the Shoshone Group claims.
The property is currently without known reserves.
Impairment:
The deferred costs of this property totaled $17,500, which was written-off in prior years as an exploration expense.
Campbell Midvale Property
During fiscal 2012, the Company agreed to issue 666,667 shares of its common stock to acquire three patented mining claims (“the Scheller claims”) in Shoshone County, Idaho. After receiving the Scheller claims, the Company traded them in the fourth quarter of fiscal 2012 together with its Bullion Group claims in exchange for ten patented surface only claims, now known as the Campbell Midvale Claims, located in the Coeur d’Alene Mining District of Shoshone County.
Shoshone’s board of directors concluded that the Midvale Property offered good value to Shoshone due to its being contiguous to the Star-Morning mine, which is currently being rehabilitated by Hecla Mining Company (“Hecla”). The Star-Morning mine was the second largest tonnage producing mine in the Coeur d’Alene Mining District, reporting historical production of 71.6 million ounces of silver, 1.7 million tons of lead, and 1.6 million tons of zinc (25.9 million tons with recovered grades of 2.7 ounces per ton silver, 6.6% lead, 6.3% zinc.) Hecla has reported that the Star mining complex, which ceased production in the 1980’s, has a number of remnant resource blocks that may be expanded thereby creating a revived mining center.
The Campbell Midvale Property is without known reserves and its exploration history is not fully known.
Northern Idaho Holdings
We have two holdings in northern Idaho: the Silver Strand Mine and the Regal Mine.
Silver Strand Property
During the first quarter of fiscal 2012, the Company purchased the Silver Strand Mine from an unrelated party for $121,000 in cash and agreed to pay a 20% net profits royalty interest on production from the property. The royalty interest was valued at $880,000.
The Silver Strand mine is an underground mine located in northern Kootenai County, about 20 kilometers east-northeast of Coeur d’Alene. It is situated on Lone Cabin Creek, a tributary of Burnt Cabin Creek and of the Little North Fork Coeur d’Alene River. Primary access is from Coeur d’Alene via paved and dirt roads from Fernan Lake to Lone Cabin Creek.
The property consists of 15 unpatented lode on public lands administered by the U.S. Forest Service. The cost of the property is included in our consolidated financial statements as mineral and mining properties.
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Exploration History:
The Silver Strand deposit was discovered during nearby logging activity during the 1960’s and mined during the 1970’s and 1980’s for siliceous smelter flux. Production was 13,752 tons grading 0.093 ounces per ton gold (3.19 gpt), 9.6 ounces per ton silver (329 gpt) and 87.1% silica. The mining operation was shut down when the ASARCO Tacoma smelter closed in the early 1980’s. Previous owner/operators include Silver Strand Mining Company, Silver Trend Mining Company, Trend Mining Company, and New Jersey Mining Company.
Geology:
The upper part of the Revett Formation outcrops at the mine. The upper Revett member contains alternating sequences of quartzite and siltite-argillite. Beds dip shallowly to moderately to the north. Alfred L. Anderson of the Idaho Bureau of Mines and Geology mapped the geology and discussed the mineral resources of Kootenai in 1940 (Pamphlet 53). There are no large intrusive rock bodies near the Silver Strand mine except for a diabase dike which has intruded the Silver Strand mineralized zone. The Burnt Cabin fault is the major geologic structure near the Silver Strand mine.
The Silver Strand orebody consists of a nearly-vertical, silicified (quartz) replacement zone which cuts the flat to moderately dipping Revett beds. The zone is not a fissure-filling vein. The boundaries and shape of the silicified zone were determined to some extent by a 1997 diamond drilling program completed by a previous operator. The sulfide ore mined to date appears to be enclosed within the quartz zone. The ore is black and very fine-grained. Sulfide minerals are not easy to identify because of the fine grained texture. Minerals observed by microscopic study during metallurgical tests include: pyrite; tetrahedrite; tennantite; sphalerite; arsenopyrite and stibnite.
The property is without known reserves and its exploration history is not fully known.
Regal Mine
The Regal Mine is a formerly producing base and precious metal mine located in the Moyie-Yaak Mining District, Boundary County, Idaho. The Regal Mine property is located 10 miles north of Bonners Ferry, Idaho.
A map showing the Regal Mine may be found in Exhibit 99.5 which was filed as an exhibit to our Annual Report on Form 10-KSB/A filed with the Commission on December 3, 2007, File No.000-31184.
Land Status:
The Regal property consists of 4 contiguous unpatented mining claims that cover 80 acres of BLM property in the Moyie-Yaak Mining District, Boundary County, Idaho. Title to the property is maintained by annual payment of BLM maintenance fees of $560. We have made no improvements to the property, and the state of historic underground workings is unknown.
Geology:
The Regal Mine is located on the west slope of Wall Mountain (elevation 5,160 feet). The topography is mountainous with steep sided valleys. Elevations within the property range from 3,500 to 4,400 feet above sea-level.
The property is largely covered by coniferous forest, with large areas of meadow grassland. Soil depth on the property ranges from bedrock exposure to roughly ten inches deep.
The Regal property is underlain by the Pre-Cambrian Belt Group, which is intruded by a series of dioritic sills. Both the sills and the Belt rocks have been folded and faulted and subsequently intruded by granites of the Nelson Batholith of British Columbia. The Regal gold-silver-lead-zinc veins are exposed in granite rocks of the Nelson Batholith, which is locally fractured by regional structures.
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There are two parallel N 60-70 degrees E striking veins on the Regal property, the North Vein and the South Vein. Both veins dip between 50-60 degrees southeasterly. Vein minerals are galena, sphalerite, pyrite, arsenopyrite, siderite and quartz. The gold mineralization appears to be associated with pyrite and arsenopyrite. The mineralization resembles lead-zinc-siderite veins of the Coeur d’Alene Mining District; the main difference is that the Regal Mine veins also contain considerable arsenopyrite with important gold values introduced during the later stages of mineralization. The Regal Mine is developed on 3 main levels connected by a vertical shaft. The upper most levels (No. 1 and No. 2) are accessible from the surface. Total development exceeds 3,800 feet. There is no indication of mining below the lowermost (No. 3) level. However, old mine maps indicate that both the north and south mineral zones continue to depth.
The property is currently without known reserves.
Exploration History:
The Regal Mine was known as the Commercial Mine until 1935 when it was leased to Silver Crescent Mining Company. Silver Crescent performed exploration and development work on the property through 1945, including construction of a 100 ton per day flotation mill that was subsequently sold in 1948.
In 1968, an unknown amount of ore was sent to the Bunker Hill Smelter. The assay results indicated 0.47 oz/t gold, 15.51 oz/t silver, 32.5% lead, 29.8% zinc, and 0.42% copper.
In 1971, Silver Dollar Mining Company submitted a 39.8 - ton (wet weight) shipment to the East Helena Smelter, Montana. The concentrate sample assayed 0.41 oz/t gold, 4.8 oz/t silver, 6.6% lead, and 6.7% zinc. The property has been largely inactive since that time except for a widening of the Number 2 adit level and re-timbering of the portal in the early 1990’s.
We acquired the claims in 2003 for $15,000.
Impairment:
We believe that when compared to the market value of the property, the deferred costs of $15,000 have not suffered impairment. Accordingly, at September 30, 2013, we did not consider a write-down to the carrying cost necessary.
Central Idaho Holdings
Warren District
Rescue Gold Mine
Location and Access:
On the north side of Payette Lake is a paved road which extends into the Payette National Forest for a distance of 28 miles and culminates with a U.S. Forest Service sign with directions to Burgdorf and also to Warren, another 17 miles away by gravel road.
A map of the Rescue Gold Mine located in Idaho County, Idaho is contained in Exhibit 99.14 which was filed as an exhibit to our Annual Report on Form 10-K filed with the Commission on January 10, 2010, File No.000-31184.
Land Status:
We hold 96 unpatented mining claims and 2 unpatented mill-site claims covering 1,720 acres in central Idaho in Idaho County. Title to the property is maintained by annual payment of BLM maintenance fees of $11,760. There is a 120 ton per day mill complete with a Knelson Gold Concentrator on the mill-site claims. There is a 43-101 Report which was completed in 2008.
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Impairment:
We believe that the property has sustained some diminution in value. Accordingly, the original cost of $757,531 was reduced by an impairment charge of $300,000. At September 30, 2012, we did not consider a further reduction to the recorded cost of $457,531 necessary. In 2013 we commissioned a geological and engineering report from an outside mine contractor to analyze the amount of investment it would take to reopen the Rescue Mine and recover the small known high grade ore shoot located at depth in the mine. We also developed an exploration plan to potentially expend the ore resource by drilling the ore shoots at lower levels by drill stations that would be installed at the main level of the Rescue Mine. This would have required the rehabilitation of the main level of the mine as well. In all, the cost of this exploration and development work exceeded the value of the known resources if they were extracted. The cost proved inhibitive to move forward and accordingly the property was fully impaired at September 30, 2013.
Marshall Mountain District
Kimberly Gold Mine
The Kimberly Gold Mine is accessed by following the directions to reach the Rescue Gold Mine and traveling to Burgdorf instead of Warren. Approximately five miles past Burgdorf is a U.S. F.S. sign with directions to the Kimberly Gold Mine.
A map of the Kimberly Gold Mine is contained in Exhibit 99.14 which was filed as an exhibit to our Annual Report on Form 10-KSB filed with the Commission on January 10, 2010, File No.000-31184.
Land Status:
We hold 24 unpatented mining claims covering 480 acres in central Idaho. The mine consists of 10 separate tunnels which explore 8,798 feet of previously producing workings. Title to the property is maintained by annual payment of BLM maintenance fees of $3,360. There is a 43-101 Report which was completed in 2008.
Geology:
The gold bearing quartz veins in the mine area are hosted in a large monzonite intrusive known as the Idaho Batholith. The quartz monzonite is typically medium grained and light grey with quartz, feldspar and biotite as the predonimnate minerals.
Exploration History:
Gold mineralization was discovered on the Kimberly property in 1900 by George Conners and W.A. Scott. In 1940 a 50 ton per day mill was constructed. The mines produced until 1941 when the War Production Board Limitation Order L-208 closed the mine. Between 1955 and 1958 the mill was expanded to 100 tons per day. By 1964 there were 8,798 feet of underground workings on the property. Limited surface and underground diamond drilling has been conducted in recent years.
Impairment:
We believe that the property has sustained some diminution in value. Accordingly, the original cost of $927,595 was reduced by an impairment charge of $400,000. At September 30, 2012, we did not consider a further reduction to the carrying cost of $527,595 necessary. At September 30, 2013 this property was fully impaired.
Montana Holdings
We had two property groups in Montana: the Stillwater Extension Claims and the Princeton Gulch Group.
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Stillwater Extension Claims
The Stillwater Extension property consists of 10 unpatented lode claims covering 200 acres of the Stillwater Complex of south central Montana. The Stillwater Complex is a mafic-ultramafic layered intrusive that includes the 28-mile long J-M Reef, which hosts Platinum Group Metals (PGM).
A map showing the Stillwater Extension Claims may be found in Exhibit 99.6 which was filed as an exhibit to our Annual Report on Form 10-KSB/A filed with the Commission on December 3, 2007, File No.000-31184.
Land Status:
In 2003, we purchased the Stillwater Claims for $15,000. The claims are maintained by annual payment of BLM maintenance fees of $1,400. We have made no improvements to the property. Power and water status are unknown.
These claims were dropped in 2013 due to lack of funding.
Princeton Gulch Group
We controlled unpatented claims that cover and surround the Princeton Gulch placer in Granite County in south central Montana. The Princeton Gulch claims are located in 7 miles northeast of the town of Maxville, Montana.
A map showing the Princeton Gulch Group may be found in Exhibit 99.10 which was filed as an exhibit to our Annual Report on Form 10-KSB/A filed with the Commission on December 3, 2007, File No.000-31184.
This claim group consists of 4 unpatented placer claims covering 80 acres and 2 unpatented load claims covering 40 acres, for a total of 120 acres. The claims are maintained by annual payment of BLM maintenance fees of $840.
These claims were dropped in 2013 due to lack of funding.
Arizona Gold Holdings
We held two claim groups in the Oatman Mining District: the Western Gold and Gold Road Claims along with the Cerro Colorado Group in Pima County, AZ.
Western Gold Claims
The Western Gold property consisted of 13 unpatented lode claims covering 240 acres within the Oatman Mining District of Mohave County, Arizona.
A map showing the Western Gold Claims may be found in Exhibit 99.8 which was filed as an exhibit to our Annual Report on Form 10-KSB/A filed with the Commission on December 3, 2007, File No.000-31184.
Land Status:
The Oatman District lies on the western flank of the Black Mountains, a fault-bounded tertiary volcanic series. In 2003, we acquired the Western Gold Claims for $15,000. The claims are maintained by annual payment of BLM maintenance fees of $1,820. We have made no improvements to the property. Power and water sources are unknown.
These claims were dropped in 2013 due to lack of funding.
Gold Road Claims
The Arizona property consists of 16 unpatented lode claims located in Mohave County, Arizona covering 320 acres of the Oatman mining district of northwest Arizona
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A map showing the Western Gold Claims may be found in Exhibit 99.8 which was filed as an exhibit to our Annual Report on Form 10-KSB/A filed with the Commission on December 3, 2007, File No.000-31184.
Land Status:
In 2003, we acquired the Arizona Claims for $1,500. The claims are maintained by annual payment of BLM maintenance fees of $2,240. We have not improved the property. Power and water sources are unknown.
These claims were dropped in 2013 due to lack of funding.
Cerro Colorado Group
We control 3 unpatented claims covering 60 acres in the Cerro Colorado Mining District, 35 miles southwest of Tucson, Arizona.
A map of the property may be found in Exhibit 99.11 which was filed as an exhibit to our Annual Report on Form 10-KSB/A filed with the Commission on December 3, 2007, File No.000-31184.
Land Status:
The claim group is located in the Cerro Colorado mining district in the Cerro Colorado Mountains of Southwest Arizona. The claims are maintained by annual payment of BLM maintenance fees of $420. We have not improved the property. Power and water sources are unknown.
These claims were dropped in 2013 due to lack of funding.
Washington Holdings
We control 19 unpatented mining claims covering 380 acres in the heart of the Wenatchee Gold Belt located in central Washington.
Shaft Claims
A map showing the Shaft Claims is contained in Exhibit 99.15 which was filed as an exhibit to our Annual Report on Form 10-KSB filed with the Commission on January 10, 2010, File No.000-31184.
Land Status:
Title to the property is maintained by annual payment of BLM maintenance fees of $2,660. The claims are located within the heart of the Wenatchee Gold Belt. We have not improved the property. Power and water sources are unknown.
The property is currently without known reserves.
Beaver County, Utah
Imperial Mine
The Imperial Mine property consists of a 50% interest in 7 patented mining claims, the Imperial Mine, and a 100 % interest in 55 unpatented mining claims adjacent to the Imperial Mine. The claims were acquired in November 2012 for the issuance of 6,200,000 shares of common stock valued at $565,280.
As of September 30, 2013, 32 unpatented claims were dropped due to lack of funding.
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OUR EXPLORATION PROCESS
Our exploration program is designed to acquire, explore and evaluate exploration properties in an economically efficient manner. We have not at this time identified or delineated any metals reserves on any of our properties.
Our current focus is primarily on the acquisition of additional exploration properties. Subject to our ability to raise the necessary funds, we intend to implement an exploration program that may cover some or all of our other properties at various times as we deem prudent.
We expect our exploration work on a given property to proceed generally in three phases.
The first phase is intended to determine whether a prospect warrants further exploration and involves:
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researching the available geologic literature;
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interviewing geologists, mining engineers and others familiar with the prospect sites;
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conducting geologic mapping, geophysical testing and geochemical testing;
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examining any existing workings, such as trenches, prospect pits, shafts or tunnels;
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digging 150 foot long and 10-to-20 foot wide trenches that allow for an examination of surface vein structure as well as for efficient reclamation, re-contouring and re-seeding of disturbed areas; and
·
analyzing samples for minerals that are known to have occurred in the test area.
Subject to obtaining the necessary permits in a timely manner, the first phase can typically be completed on an individual property in several months at a cost of less than $200,000. We have completed research on and examination of some of our properties, and have commenced geophysical work and sampling on some of our properties.
The second phase is intended to identify any mineral deposits of potential economic importance and would involve:
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examining underground characteristics of mineralization that were previously identified;
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conducting more detailed geologic mapping;
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conducting more advanced geochemical and geophysical surveys;
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conducting more extensive trenching; and
·
conducting exploratory drilling.
Subject to obtaining the necessary permits in a timely manner, the second phase can typically be completed on an individual property in six to nine months at a cost of less than $1 million. None of our properties has reached the second phase.
The third phase is intended to precisely define depth, width, length, tonnage and value per ton of any deposit that has been identified and would involve:
·
drilling to develop the mining site;
·
conducting metallurgical testing; and
·
obtaining other pertinent technical information required to define an ore reserve and complete a feasibility study.
Depending upon the nature of the particular deposit, the third phase on any one property could take one to five years or more and cost up to $20,000,000 or more. None of our properties has reached the third phase.
We intend to explore and develop our properties ourselves, although our plans could change depending on the terms and availability of financing and the terms or merits of any joint venture proposals.
Additional information on our exploration plans is described in the Item 7 section captioned “Plan of Operation”.
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ENVIRONMENTAL COMPLIANCE
Our primary cost of complying with applicable environmental laws during exploration is likely to arise in connection with the reclamation of drill holes and access roads. Drill holes typically can be reclaimed for nominal costs, although the BLM has promulgated new surface management regulations which may significantly increase those costs on BLM lands. Access road reclamation may cost up to $50,000 to $100,000 if road building has been done, and those costs, too, are likely to increase as the result of the new BLM regulations. As we are currently in the exploration stage on all of our properties, reclamation costs have not yet been incurred, and cannot be reasonably estimated for each property.
EMPLOYEES
At September 30, 2013, we had no full-time employees. None of our current officers received salary or other compensation from the Company during 2012. Our directors received $50,000 in compensation during fiscal 2013 that was for the preceding year services. In addition, beginning in January 2013, the two officers began accruing $5,000 per month in Officer fees owed.
GLOSSARY OF TERMS
AMPHIBOLITE: granular metamorphic rocks.
ANOMALY: a deviation from uniformity or regularity in geophysical or geochemical quantities.
ANTICLINE: layered rock formations structurally folded into a convex structure with a core that hosts the oldest rocks.
ARCHEAN: geologic age older than 2,500,000 years.
BATHOLITH: a large emplacement of igneous intrusive or plutonic rock that forms from cooled magma within the Earth’s crust.
BLEBS: a vesicle, blister or bubble.
BRECCIA: rock in which angular fragments are surrounded by a mass of fine-grained minerals.
CHALCOPYRITE: the main copper ore, which is widely occurring and found mainly in veins.
CIRCULATION DRILL: a rotary drill or rotary percussion drill in which the drilling fluid and cuttings return to the surface through the drill pipe, minimizing contamination.
CRETACEOUS AGE: the geologic age period dating from approximately 68 million years to 142 million years.
CROSS CUTS: a horizontal opening driven from a shaft and (or near) right angles to the strike of a vein or other ore body.
DIAMOND DRILL: a type of rotary drill in which the cutting is done by abrasion rather than by percussion. The hollow bit of the drill cuts a core of rock, which is recovered in long cylindrical sections.
DISSEMINATED: fine particles of mineral dispensed through the enclosing rock.
DEVELOPMENT: work carried out for the purpose of opening up a mineral deposit and making the actual extraction possible.
DIKES: a tabular igneous intrusion that cuts across the structures of surrounding rock.
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DIP: the angle at which a vein, structure or rock bed is inclined from the horizontal as measured at right angles to the strike.
DRIFTS: a horizontal passage underground that follows along the length of a vein or mineralized rock formation.
EXPLORATION: work involved in searching for ore by geological mapping, geochemistry, geophysics, drilling and other methods.
GABBRO: Dark colored basic intrusive rocks. Intrusive equivalent of volcanic basalt.
GEOCHEMISTRY: study of variation of chemical elements in rocks or soils.
GEOPHYSICS: study of the earth by quantitative physical methods.
GNEISS: a layered or banded crystalline metamorphic rock the grains of which are aligned or elongated into a roughly parallel arrangement.
HYDROTHERMAL: pertaining to hot water, especially with respect to its action in dissolving, re-depositing, and otherwise producing mineral changes within the earth’s crust.
INTRUSION/INTRUSIVE: a volume of igneous rock that was injected, while still molten, into the earth’s crust or other rocks.
LITHOLOGY: The character of a rock described in terms of its structure, color, mineral composition, grain size and arrangement of its component parts.
MAFIC: Pertaining to or composed dominantly of the ferromagnesian rock-forming silicates; used to describe some igneous rocks and their constituent minerals.
METAMORPHISM: The mineralogical and structural changes in solid rock that have been caused by heat and pressure at depth over time.
MINERALIZATION: the concentration of metals and their compounds in rocks, and the processes involved therein.
NORITE: a course grained igneous rock formed at great depth.
ORE: material that can be economically mined and processed.
ORE BODY: a continuous, well-defined mass of material of sufficient ore content to make extraction economically feasible.
OUTCROP: the part of a rock formation that appears at the earth’s surface, often protruding above the surrounding ground.
PYRITE: the most widespread sulfide mineral.
PYROXENITE: any group of minerals.
QUARTZITE: a sedimentary rock consisting mostly of silica sand grains that have been welded together by heat and compaction.
RECLAMATION: the restoration of a site after exploration activity or mining is completed.
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SCHIST: a foliated metamorphic rock the grains of which have a roughly parallel arrangement.
SEDIMENTARY ROCKS/SEDIMENTS: rocks resulting from the consolidation of loose sediments of older rock transported from its source and deposited.
SHEAR OR SHEARING: The deformation of rocks by lateral movement along numerous parallel planes, generally resulting from pressure and producing such metamorphic structures as cleavage and schistosity.
SILLS: a near horizontal flat-bedded stratum of intrusive rock.
SKARN: the formation resulting from the reaction of two adjacent rock types exchanging elements and fluids during regional and/or contact metamorphosis.
SULFIDE: a metallic mineral containing reduced sulfur.
STRIKE: the course or bearing of a vein or a layer of rock.
ULTRAMAFIC: said of an igneous rock composed chiefly of mafic materials.
UNPATENTED MINING CLAIM: a parcel of property located on federal lands pursuant to the U.S. General Mining Law of 1872 and the requirements of the state in which the unpatented claim is located, the paramount title of which remains with the federal government. The holder of a valid, unpatented lode mining claim is granted certain rights including the right to explore and mine such claim.
VEIN: an epigenetic mineral filling the fault or other fracture, in tabular or sheet like form, often with associated replacement of the host rock, or a mineral deposit of this form or origin.
ITEM 1A.
ITEM 1A.
RISK FACTORS.
We are a smaller reporting company as defined by the Exchange Act and are not required to provide the information required under this item.
ITEM 1B.
ITEM 1B.
UNRESOLVED STAFF COMMENTS.
We are a smaller reporting company as defined by the Exchange Act and are not required to provide the information required under this item.
ITEM 2.
ITEM 2.
PROPERTIES.
Our interests in the exploration properties we hold are described in Item 1. New areas of exploration interest are more fully described in Note 5.
Our executive offices can be reached at PO Box 2056, Walla Walla, WA , 99362 and our telephone number is (509) 526-3491.
ITEM 3.
ITEM 3.
LEGAL PROCEEDINGS.
We are, from time to time, involved in various legal proceedings incidental to the conduct of business. In the opinion of management, our gross liability, if any, and without any consideration given to the availability of insurance or other indemnification, under any pending litigation or administrative proceedings would not materially affect our consolidated financial position, results of operations or cash flows.
We resolved our only pending legal matter on September 30, 2012 when we entered into a release and settlement agreement with a former employee (“Beggs”). Under the terms of the agreement, we agreed to pay Beggs a total of $220,000 payable as follows: $95,000 within seven days of closing, and $125,000 in the form of a promissory note
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to be paid in equal monthly installments of $11,206.10 with the first payment due in October 2012 together with interest at the rate of 12% per annum for 12 months. The promissory note is secured by a lien on certain assets owned by us.
In consideration of the foregoing, Beggs dismissed the lawsuit he filed against Shoshone in the District Court of Kootenai County, State of Idaho, wherein Beggs alleged that we breached a 2011 employment contract with him. The release and settlement with Beggs is contained as an exhibit in a Form 8-K filing dated October 11, 2012.
At September 30, 2013, the Beggs settlement obligation is reflected in the current liability section of the Company’s balance sheet. This matter is also disclosed in Note 12 to the Company’s consolidated financial statements.
SGS Acquisition Company Limited (SGS), a private foreign investment fund, participated in the Company’s 2011 Private Placement in August 2011. In September of 2012, the CEO received a letter from SGS regarding a possible right of rescission of their 2011 investment. The CEO responded to the letter stating the Board’s belief that the Company had defenses to any claims made by SGS. During the April 2013 board meeting, the Board decided to extend SGS’s rights to exercise their previously issued warrants by three years and to lower the exercise price from $0.25 to $0.10. In early September 2013, SGS contacted the Company again in regards to their belief of a right of rescission on their original investment and their intention to pursue this matter. At that time, the CEO and President of the Company decided that while there may be appropriate defenses to the claim, the Company could not afford to mount a lengthy legal defense. Instead, he negotiated as full settlement for any rights of rescission held by SGS, the transfer of 6,000,000 shares of the Black Mountain Resources (BMZ) common stock held as an investment by the Company. At the time of transfer on September 27, 2013, the fair value of the BMZ stock was $786,853. Black Mountain Resources is traded on both the Australian Securities Exchange (“ASX”) and the London Alternative Investment Market (“AIM”), the Company uses the ASX for valuation purposes. The 6,000,000 warrants that were issued with the original investment were extended three years and the exercise price was lowered to $0.10. This matter is also discussed in Note 13 to the Company’s consolidated financial statements.
ITEM 4.
ITEM 4.
MINE SAFETY DISCLOSURES.
None.
PART II
ITEM 5.
ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
Our shares are traded on the OTCQB under the trading symbol SHSH.OB. Summary trading by quarter for fiscal years ended 2013 and 2012 are as follows:
(a) These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commissions and may not represent actual transactions.
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As of September 30, 2013, we had approximately 1,635 holders of record of our common stock.
The Company has not paid any dividends since our inception and does not anticipate paying any dividends on its common stock in the foreseeable future. There are no restrictions which preclude the payment of dividends.
Equity Compensation Plans
The Company has no equity compensation plan or plans.
Selected Unregistered Sales of Equity Securities
During the year ended September 30, 2012, the Company issued 1,305,000 shares of common stock at $0.12 per share for cash proceeds of $158,925.
During the three-month period ended September 30, 2011, we sold 7,556,667 shares of common stock at a price per share of $0.15 to 12 accredited investors for gross proceeds of $1,133,500. For every share purchased, each investor received one warrant to purchase one share of common stock. The warrants are exercisable at $0.25 per share and expire on August 1, 2013. This sale was made under the exemption from registration provided by Regulation D, Rule 506.
6,000,000 of the warrants associated with the aforementioned sale were extended three years and the exercise price was lowered to $0.10 pursuant to a settlement agreement. See Notes 10 and 13 to the Financial Statements.
Purchases of Equity Securities by the Issuer
During the year ended September 30, 2013, we repurchased 200,000 shares of our common stock for $19,924, or an average price of $0.10 per share. This repurchase was not part of a publicly announced plan or program and the shares were repurchased on the open market.
During the year ended September 30, 2012, we did not purchase any shares of our common stock.
During the year ended September 30, 2011, we repurchased 70,000 shares of our common stock for $9,396, or an average price of $0.13 per share. This repurchase was not part of a publicly announced plan or program and the shares were repurchased on the open market.
ITEM 6.
ITEM 6.
SELECTED FINANCIAL DATA.
We are a smaller reporting company as defined by the Exchange Act and are not required to provide the information required under this item.
ITEM 7.
ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.
This report contains forward-looking statements
From time to time, Shoshone and its senior managers have made and will make forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are contained in this report and may be contained in other documents that Shoshone files with the Securities and Exchange Commission. Such statements may also be made by Shoshone and its senior managers in oral or written presentations to analysts, investors, the media and others. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. Also, forward-looking statements can generally be identified by words such as “may,” “could,” “should,” “would,” “believe,” “anticipate,” “estimate,” “seek,” “expect,” “intend,” “plan” and similar expressions.
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Forward-looking statements provide our expectations or predictions of future conditions, events or results. They are not guarantees of future performance. By their nature, forward-looking statements are subject to risks and uncertainties. As such, our actual future results, performance or achievements may differ materially from the results expressed in, or implied by, our forward-looking statements.
Our forward-looking statements speak only as of the date they are made. We do not undertake to update forward-looking statements to reflect the impact of circumstances or events that arise after the date the forward-looking statements were made.
Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the Consolidated Financial Statements and Notes presented elsewhere in this report.
Plan of Operation
Lakeview Property
In the fourth quarter of fiscal 2012, the Company received $550,000 in nonrefundable cash payments upon granting an option to lease agreement to Black Mountain Resources Limited (“BMZ”), an Australian company listed on the Australian Securities Exchange. Under the agreement, BMZ received an option to lease for a 15-year period Shoshone’s Lakeview District Mill (“the Mill”) and also received the right to conduct due diligence for a period of 90 days. In order to exercise its option, BMZ agreed to issue 11,000,000 shares of its common stock to Shoshone. Upon the exercise of its option, BMZ was given the right to receive Shoshone’s mineral claims comprising the Weber Mine Property in the Lakeview District and transfers to BMZ two obligations: responsibility for all maintenance on and capital improvements to the Mill, and the contractual obligation to pay a net $10 per ton toll milling charge to Shoshone for each ton of ore processed. For every year after the first ten years of the lease, BMZ agreed to make minimum toll payments to Shoshone of $250,000 per year. BMZ exercised its option during the fiscal year ending September 30, 2013.
Imperial Mine Transaction
On November 6, 2012, Shoshone issued 6.2 million shares of its common stock (valued at $558,000) and acquired all of the outstanding shares of Bohica Mining Corp. (“Bohica”), a Colorado corporation with assets in the historic San Francisco Mining District in Beaver County, Utah. The properties owned by Bohica consist of a 50% interest in the past producing Imperial Mine (7 patented claims) and a 100% interest in the 55 unpatented mining claims adjacent to the Imperial Mine.
The acquisition gives Shoshone access exposure to significant potential mineralization in one of America’s most prolific mineral belts. The Imperial Mine is a nearby neighbor to the famous Horn Silver Mine, which produced over 17 million ounces of high grade silver lead ore in the early part of the 20th century. The Company has concluded that all of the indicators (geological, geochemical, and geophysical) are in place on the acquired property to warrant an extensive, focused exploration for a major discovery. Shoshone is currently evaluating the best approach to proceeding with the property’s exploration.
Going Concern
As shown in the accompanying financial statements, we typically have limited cash and limited revenues and have incurred an accumulated deficit of $7,605,029 from inception through September 30, 2013. These factors raise substantial doubt about our ability to continue as a going concern. Management intends to seek additional capital from new equity securities offerings that will provide funds needed to increase liquidity and fully implement its business plan.
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Historically, we have generally funded our operations with proceeds from the sale of marketable securities, royalty and option agreement payments, and from the sale of our common stock. Should we be unable to raise capital through any of these avenues, our business, financial position, results of operations and cash flow will likely be materially adversely impacted. As such, substantial doubt as to our ability to continue as a going concern remains as of the date of these financial statements.
The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event we cannot continue in existence. An estimated minimum of $900,000 is believed necessary to continue operations and increase development through the next twelve months.
Currently, we anticipate raising approximately half of the $900,000 needed through the issuance of common stock to private investors. The timing and amount of capital requirements will depend on a number of factors, including availability of cash and revenues generated. We also anticipate that we will receive additional proceeds from the lease of our Lakeview mill.
Comparison of fiscal 2013 to fiscal 2012:
Results of Operations
The following table sets forth certain information regarding the components of our Consolidated Statements of Operations for fiscal 2013 as compared to fiscal 2012. This table is provided to assist in assessing differences in our overall performance:
Overview of Operating Results
The increase in net loss in fiscal 2013 from fiscal 2012 was primarily due to an impairment charge to mineral properties of $1,364,914 offset by a gain on mineral properties of $965,162, an increase in directors’ fees of $250,000 and loss on investments of $639,944. Also contributing substantially to the fiscal 2013 net loss was a settlement with an investor of $786,196.
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Operating Expenses
Our decrease in operating expenses in fiscal 2013 primarily resulted from a reduction in general and administrative expense due to the decrease in employees from fiscal 2012 to fiscal 2013. Additionally, mining and exploration expense decreased significantly.
Other Income (Expenses)
Other income (expenses) worsened from total other expense of $484,226 in fiscal 2012 to total other expense of $1,740,875 in fiscal 2013. This unfavorable swing of $1,256,649 reflects an increase in loss on investments, loss on settlement with an investor offset by a decrease in loss on disposal of assets.
Overview of Financial Position
At September 30, 2013, we had cash of $2,346, total liabilities of $421,652 and working capital deficit of $6,241. These amounts represent a reduction in cash from $271,564, an increase in total liabilities from $249,741 and a decrease in working capital from $67,823.
During fiscal 2013, we raised no money from the sale of shares of our common stock. This was an unfavorable change from fiscal 2012, during which we raised $158,925 in net proceeds from the issuance of 1,305,000 shares of our common stock.
Property, Plant and Equipment
At September 30, 2013, property, plant and equipment before accumulated depreciation totaled $271,296, a decrease of $2,985,354 from $3,256,650 at September 30, 2012. The decrease is largely due to the leasing of the Lakeview property, which was treated as a sale, and the impairment of equipment at the Rescue Mine.
Notes Receivable
On September 30, 2013, we had a long-term note receivable, net of discount, of $1,367,297 compared with $1,695,248 at September 30, 2012. The decrease related to the movement of $413,065 to current liabilities offset by the amortization of the discount into interest income.
See Note 6 to our consolidated financial statements.
Investments
Our investment portfolio at September 30, 2013, was $274,958, an increase of $254,248 from the September 30, 2012 balance of $20,710. This increase was primarily due to the receipt of shares in relation to the lease of the Lakeview property.
See Note 7 to our consolidated financial statements.
Current Liabilities
Our accounts payable were $39,003 at September 30, 2013, an increase of $17,214 from the September 30, 2012 balance of $21,789.
At September 30, 2013, our accrued expenses were $340,284, an increase of $237,332 from the balance at September 30, 2012. The increase was attributable to the increase of directors’ fees of $250,000 and officers fees of $90,000 offset by a payment of $99,955 in legal payment due to a former employee.
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Stockholders’ Equity
Our total stockholders’ equity was $2,594,475 at September 30, 2013, a decrease of $2,295,243 from $4,889,718 at September 30, 2012. This decrease was primarily due to a fiscal year 2013 net loss of $2,679,274.
During fiscal 2013, we issued 6,200,000 shares of our common stock for all of the outstanding shares of Bohica Mining Corp. We also issued 666,667 shares for mining claims received, which were issuable at September 30, 2012.
See Note 9 to our consolidated financial statements.
Liquidity and Capital Resources
Operating Activities
During fiscal 2013, our operating activities used $539,596 in contrast to fiscal 2012 when we used $637,817. While our net loss of $2,649,274 in fiscal 2013 was substantially higher than our net loss of $1,820,638 in fiscal 2012, there were certain items in fiscal 2013 which did not consume cash and which cushioned our operating activity cash usage. These include an impairment charge to mineral properties of $1,364,914, a loss on investments of $639,944, a gain on mineral properties of $965,162 and a settlement expense of 786,196.
Investing Activities
During fiscal 2013, our investing activities provided $372,936 from the sale of investments, while our investing activities used $316,972 in fiscal 2012.
Financing Activities
During fiscal 2013, our financing activities used $102,558, from the payment of the note payable resulting from the settlement with a former employee in 2012 and the repurchase of treasury stock. During fiscal 2012, our financing activities provided $283,925, which was principally attributable to net proceeds of $158,925 received from the issuance of common stock and the remaining 125,000 was attributable to a short-term note payable resulting from the settlement with a former employee.
Off-Balance Sheet Arrangements
The Company is not currently a party to any off-balance sheet arrangements as they are defined in the regulations promulgated by the Securities and Exchange Commission.
ITEM 7A.
ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We are a smaller reporting company as defined by the Exchange Act and are not required to provide the information required under this item.
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ITEM 8.
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
SHOSHONE SILVER/GOLD MINING COMPANY
(an Exploration Stage Company)
INDEX
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To the Board of Directors and Stockholders
Shoshone Silver/Gold Mining Company
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have audited the accompanying consolidated balance sheets of Shoshone Silver/Gold Mining Company and subsidiaries as of September 30, 2013 and 2012, and the related consolidated statements of operations and comprehensive income (loss), stockholders’ equity, and cash flows for each of the years in the two-year period ended September 30, 2013 and for the period from January 1, 2000 (inception of exploration stage) to September 30, 2013. Shoshone Silver/Gold Mining Company’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits include consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Shoshone Silver/Gold Mining Company and subsidiaries as of September 30, 2013 and 2012, and the results of its operations and its cash flows for each of the years in the two-year period ended September 30, 2013 and for the period from January 1, 2000 (inception of exploration stage) to September 30, 2013 in conformity with accounting principles generally accepted in the United States of America.
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company’s accumulated deficit and lack of revenues raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding the resolution of this issue are discussed in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
MARTINELLIMICK PLLC
MartinelliMick PLLC
Spokane, Washington
April 1, 2014
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SHOSHONE SILVER/GOLD MINING COMPANY
(an Exploration Stage Company)
CONSOLIDATED BALANCE SHEETS
The accompanying notes are an integral part of these consolidated financial statements
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SHOSHONE SILVER/GOLD MINING COMPANY
(an Exploration Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
The accompanying notes are an integral part of these consolidated financial statements.
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SHOSHONE SILVER/GOLD MINING COMPANY
(an Exploration Stage Company)
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
The accompanying notes are an integral part of these consolidated financial statements.
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SHOSHONE SILVER/GOLD MINING COMPANY
(an Exploration Stage Company)
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (continued)
The accompanying notes are an integral part of these consolidated financial statements.
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SHOSHONE SILVER/GOLD MINING COMPANY
(an Exploration Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
The accompanying notes are an integral part of these consolidated financial statements.
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SHOSHONE SILVER/GOLD MINING COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2013
NOTE 1 - DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
Description of Business
Shoshone Silver/Gold Mining Company (an exploration stage company) (“the Company” or “Shoshone”) was incorporated under the laws of the State of Idaho on August 4, 1969, under the name of Sunrise Mining Company and was engaged in the business of mining. On January 22, 1970, the Company’s name was changed to Shoshone Silver Mining Company and subsequently changed to Shoshone Silver/Gold Mining Company in 2011. During the last ten years, the Company’s focus broadened to include resource management and sales of mineral and timber interests.
Beginning in fiscal 2000, the Company entered into an exploration stage. The Company has acquired, traded, sold and held mineral and mining properties since entering the exploration stage.
The Company’s year-end is September 30.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of significant accounting policies is presented to assist in understanding the financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.
Accounting Method
The Company’s financial statements are prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.
Cash and Cash Equivalents
For purposes of its statements of cash flows, the Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. Cash equivalents also include money market accounts.
Concentration of Credit Risk
The Company maintains its cash in several commercial accounts at major financial institutions and brokerage houses. The brokerage accounts contain cash and securities. Balances are insured up to $250,000 per bank, per account holder by the Federal Deposit Insurance Corporation (FDIC). Balances are insured up to $500,000 (with a limit of $100,000 for cash) by the Securities Investor Protection Corporation (SIPC). At September 30, 2013, the Company’s cash balances did not exceed FDIC or SIPC limits.
Earnings Per Share
The provisions of Topic 260 in the Accounting Standards Codification (ASC 260) provide the guidance for the calculation of “basic” and “diluted” earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income (loss) available to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings per share.
At September 30, 2013 and at September 30, 2012, there were 6,000,000 and 11,328,217 common stock warrants outstanding which were not included in the calculation of earnings (loss) per share because they would have been anti-dilutive.
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Fair Value of Financial Instruments
The Company’s financial instruments as define in Topic 825 in the Accounting Standards Codification (ADC 835) include cash and cash equivalents, investments in available-for-sale securities, accounts payable and short-term borrowings. All instruments other than the investments in available-for-sale securities are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at the reporting dates. Investments in available-for-sale securities are recorded at fair value at the reporting dates in accordance with ASC 825.
Fair Value Measurements
Topic 820 in the Accounting Standards Codification (ASC 820) defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. ASC 820 applies whenever other standards require (or permit) assets or liabilities to be measured at fair value but does not expand the use of fair value in any new circumstances. In this standard, the FASB clarifies the principle that fair value should be based on the assumptions market participants would use when pricing the asset or liability. In support of this principle, ASC 820 establishes a fair value hierarchy that prioritizes the information used to develop those assumptions. The fair value hierarchy is as follows:
·
Level 1 inputs - Unadjusted quoted process in active markets for identical assets or liabilities that the entity has the ability to access at the measurement date.
·
Level 2 inputs - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets and liabilities in active markets, and inputs other than quoted prices that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals.
·
Level 3 inputs - Unobservable inputs for determining the fair values of assets or liabilities that reflect an entity’s own assumptions about the assumptions that market participants would use in pricing the assets or liabilities.
Investments in available-for-sale securities and investments are reported at fair value utilizing Level 1 inputs. For these investments, the Company obtains fair value from active markets.
The Company’s note receivable (net of discount) is reported at fair value utilizing Level 2 inputs. The discounting of this note receivable utilizes interest rates.
The following table presents information about the Company’s assets measured at fair value on a recurring basis as of September 30, 2013, and indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value.
Going Concern
As shown in the accompanying financial statements, the Company typically has limited cash and limited revenues and has incurred an accumulated deficit of $7,605,029 from original inception through September 30, 2013. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management intends to seek additional capital from new equity securities offerings that will provide funds needed to increase liquidity and fully implement its business plan.
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Historically, the Company has generally funded its operations with proceeds from the sale of marketable securities, royalty and option agreement payments, and from the sale of the Company’s common stock. Should the Company be unable to raise capital through any of these avenues, its business, financial position, results of operations and cash flow will likely be materially adversely impacted. As such, substantial doubt as to the Company’s ability to continue as a going concern remains as of the date of these financial statements.
The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence. An estimated $900,000 is believed necessary to continue operations and increase development through the next twelve months.
Currently, the Company anticipates raising most of the $900,000 needed through the issuance of common stock to private investors. The timing and amount of capital requirements will depend on a number of factors, including demand for products and services, capital expenditures and revenues generated.
Investments
The Company accounts for marketable securities in accordance with the provisions of ASC Topic 320. Under ASC Topic 320, debt securities and equity securities that have readily determinable fair values are to be classified in three categories:
Held-to-Maturity - the positive intent and ability to hold to maturity. Amounts are reported at amortized cost, adjusted for amortization of premiums and accretion of discounts.
Trading Securities - bought principally for the purpose of selling them in the near term. Amounts are reported at fair value, with unrealized gains and losses included in earnings.
Available-for-Sale - not classified in one of the above categories. Amounts are reported at fair value, with unrealized gains and losses excluded from earnings and reported separately as a component of stockholders’ equity.
At this time, the Company classifies marketable securities as available-for-sale. See Note 7.
Investment securities are reviewed for impairment in accordance with ASC320-10 Investments - Debt and Equity Securities. The Company periodically reviews our investments for indications of other-than-temporary impairment considering many factors, including the extent and duration to which a security’s fair value has been less than its cost, overall economic market conditions, and the financial condition and specific prospects for the issuer. Impairment of investment securities results in a charge to income when a market decline below cost is other-than temporary.
Mineral Properties, Land and Water Rights
Costs of acquiring and developing mining properties, land and water rights are capitalized as appropriate by project area. Exploration and related costs and costs to maintain mining properties, land and water rights are expensed as incurred while the property is in the exploration and evaluation stage. Development and related costs and costs to maintain mining properties, land and water rights are capitalized as incurred while the property is in the development stage. When a property reaches the production stage, the related capitalized costs are amortized using the units-of-production basis over proven and probable reserves. Mining properties, land and water rights are periodically assessed for impairment of value, and any subsequent losses are charged to operations at the time of impairment. If a property is abandoned or sold, a gain or loss is recognized and included in the consolidated statement of operations. See Note 5.
Mineral Exploration and Development Costs
All exploration expenditures are expensed as incurred. Significant property acquisition payments for active exploration properties are capitalized. If no economic ore body is discovered, previously capitalized costs are expensed in the period the property is abandoned. Expenditures to develop new mines, to define further mineralization in existing ore bodies, and to expand the capacity of operating mines, are capitalized and amortized on a units-of-production basis over proven and probable reserves.
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Should a property be abandoned, its capitalized costs are charged to operations. The Company charges to the consolidated statement of operations the allocable portion of capitalized costs attributable to properties sold. Capitalized costs are allocated to properties sold based on the proportion of claims sold to the claims remaining within the project area. See Note 5.
Notes Receivable
The Company’s policy for notes receivable is to continue accruing interest income until it becomes likely that the note is uncollectible. At that time, an allowance for bad debt would be established and interest would stop accruing.
Principles of Consolidation
The Company’s consolidated financial statements include the accounts of the Company and its two wholly owned subsidiaries: Lakeview Consolidated Silver Mines, Inc. and Bohica Mining Corp. The inter-company accounts and transactions are eliminated upon consolidation.
Property and Equipment
Property and equipment are stated at cost. Depreciation of property and equipment begins on the date the asset is placed in service and is calculated using the straight-line method over the estimated useful life of the asset, which range from three to thirty-one and one half years. See Note 4.
Provision for Taxes
Topic 740 in the Accounting Standards Codification (ASC 740) prescribes recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. At September 30, 2013, the Company had taken no tax positions that would require disclosure under ASC 740.
Pursuant to ASC 740, income taxes are provided for based upon the liability method of accounting. Under this approach, deferred income taxes are recorded to reflect the tax consequences on future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year-end. A valuation allowance is recorded against deferred tax assets if management does not believe the Company has met the “more likely than not” standard imposed by ASC 740 to allow recognition of such an asset.
The significant components of the deferred tax assets at September 30, 2013 and September 30, 2012 were calculated at an estimated 34% federal income tax rate on net operating losses of $7,540,000 and $4,860,000, respectively and impairment of a long-lived asset not currently deductible for federal income tax purposes of $2,065,000. The effects are as follows:
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As management of the Company cannot determine that it is more likely than not that the Company will realize the cost of the deferred tax liability, valuation allowances equal to both the deferred tax liability and deferred tax asset have been established at September 30, 2013. At September 30, 2013 and September 30, 2012, the Company had net operating loss carry-forwards of approximately $7,540,000 and $4,860,000, respectively, which expire in the years 2025 through 2034.
At September 30, 2013, the Company had a total deferred tax liability of $615,000. Of this amount $605,000 represents the total estimated taxes payable on the income from the note receivable on the sale of Bilbao concessions that is recognized under the full accrual method for financial statement purposes and the installment sale method for income tax purposes. See Note 6.
At September 30, 2013, the Company has a total deferred tax asset of $2,562,000 which relates to the Company’s net operating loss carry-forward of $7,540,000 and impairment of long-lived assets of $2,065,000. The change in the valuation allowance from September 30, 2012 and September 30, 2013 was $910,000.
The Company may be assessed penalties and interest related to the underpayment of income taxes. Such assessments would be treated as a provision of income tax expense on the financial statements. For the years ended September 30, 2013 and September 30, 2012, no income tax expense has been realized as a result of operations and no income tax penalties and interest have been accrued related to uncertain tax positions. The Company files income tax returns in the U.S. federal jurisdiction and in the State of Idaho. These filings are subject to a three year statute of limitations unless the returns have not been filed at which point the statute of limitations becomes indefinite. No filings are currently under examination. The Company is at least two years behind in tax filings. No adjustments have been made to reduce the estimated income tax benefit at year end. Any valuations relating to these income tax provisions will comply with U.S. generally accepted accounting principles.
Recently Adopted Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on our financial position or results of operations.
Reclamation and Remediation
Expenditures for ongoing compliance with environmental regulations that relate to current operations are expensed or capitalized as appropriate. Expenditures resulting from the remediation of existing conditions caused by past operations that do not contribute to future revenue generations are expensed. Liabilities are recognized when environmental assessments indicate that remediation efforts are probable and the costs can be reasonably estimated. At September 30, 2013, the Company had accrued no liability related to reclamation and remediation expenses. The Company had conducted only exploratory activities and thus lacks sufficient data for estimation of reclamation and remediation expenses.
Estimates of such liabilities are based on currently available facts, existing technology and presently enacted laws and regulations taking into consideration the likely effects of inflation and other societal and economic factors, and include estimates of associated legal costs. These amounts also reflect prior experience in remediating contaminated sites, other companies’ clean-up experience and data released by The Environmental Protection Agency or other organizations. Such estimates are by their nature imprecise and can be expected to be revised over time because of changes in government regulations, operations, technology, and inflation. Recoveries are evaluated separately from the liability and, when recovery is assured, the Company records and report an asset separately from the associated liability.
Reclassification
Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation.
These reclassifications had no effect on reported losses, total assets, or stockholders’ equity as previously reported.
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Revenue Recognition
The Company’s policy is to recognize option fees as other income when there is a written executed agreement authorizing such fees, when there is no further performance or continuing involvement on the part of the Company to earn such fees, when the fees are fixed and determinable, and when collectability is reasonably assured.
The Company generates income from timber sales, which is recognized at the time of payment. This income is included under the caption “Other Income, net” on the Company’s consolidated statements of operations.
Treasury Stock
The Company accounts for it treasury stock under the cost method. Under the cost method, the gross cost of the shares reacquired is charged to a contra equity account (i.e. treasury stock). The equity accounts that were credited for the original share issuance (i.e. common stock, additional paid-in capital, etc.) remain intact. When the treasury shares are reissued, proceeds in excess of cost are credited to a paid-in capital account. See Note 9.
Use of Estimates
The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and the reported amounts of revenues and expenses during the reporting period. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of the Company’s financial statements; accordingly, it is possible that the actual results could differ from these estimates and assumptions, which could have a material effect on the reported amounts of Shoshone’s financial position and results of operations.
NOTE 3 - DEPOSITS AND PREPAID EXPENSES
At September 30, 2013, the Company’s cash deposits were fully expensed.
At September 30, 2012, the Company’s prepaid balance consisted primarily of $16,000 of drilling expenses and had paid cash deposits of $29,280 toward the acquisition of mineral properties.
NOTE 4 - PROPERTY AND EQUIPMENT
The following is a summary of property, equipment, and accumulated depreciation at September 30, 2013 and September 30, 2012:
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Depreciation expense was $103,653 for the year ended September 30, 2013, and $169,643 for the comparable period of the prior fiscal year.
The Company evaluates the recoverability of property and equipment when events and circumstances indicate that such assets might be impaired. The Company determines impairment by comparing the undiscounted future cash flows estimated to be generated by these assets to their respective carrying amounts.
Maintenance and repairs are expensed as incurred. Replacements and betterments are capitalized. The cost and related reserves of assets sold or retired are removed from the accounts, and any resulting gain or loss is reflected in results of operations.
In January 2013, The Company sold the Keep Cool and Weber property and leased the Lakeview properties to Magenta Mountain Mining, pursuant to an executed Lease and Sale Agreement. The lease of the Lakeview properties was treated as a sale. Additionally, the Company fully impaired the Warren buildings. The result of these two transactions was a net loss on disposal of assets of $399,752
NOTE 5: MINERAL AND MINING PROPERTIES
At September 30, 2013, the Company had interests in 243 properties or claims in the western half of the United States, which are the primary focus of operations.
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Northwestern United States
Campbell Midvale Group
The Campbell Midvale Group consists of 10 patented (surface only) mining claims in the Burke Mining District of Shoshone County, Idaho. The 10 patented claims were acquired in 2012 for 666,667 shares of common stock valued at $66,667.
Idaho Lakeview, Keep Cool Group and Weber Group
The Lakeview and Keep Cool mining properties consisting of nine patented and 14 unpatented lode claims were acquired in 1985 for 3,126,700 shares of its common stock.
During 2006, The Company made improvements to the land to be more accessible as well as usable. The total cost of $68,472 was capitalized. During 2011, the Company issued 100,000 shares of common stock valued at $10,000 in exchange for three acres contiguous with its Lakeview mining properties. These amounts are components of the total cost of the properties of $344,690.
In January 2013, the Company leased the Lakeview properties and sold the Keep Cool Group to Magenta Mountain Mining Corp. pursuant to an executed Lease and Sale Agreement. See Note 8.
The Weber Group consists of 6 patented and 10 unpatented lode mining claims acquired in 1999 for 100,000 shares of common stock. Additionally, $125 cash was paid and 100 shares of common stock issued to acquire a pit fraction within the same location. The cost of the property was expensed in prior years as an exploration expense.
In January 2013, the Company sold the Weber Group to Magenta Mountain Mining Corp. pursuant to an executed Lease and Sale Agreement. See Note 8.
Drumheller Group
The Drumheller Group consists of six patented mining claims totaling 111 acres which are adjoining and lying south of the Idaho Lakeview claims on an extension of the Hewer vein. These claims were acquired in February 1984 with the issuance of 109,141 shares of common stock.
During 2006, The Company sold the Drumheller Group of claims to an unrelated party in exchange for cash of $30,000 and a promissory note of $120,000. During 2009, due to non-payment of the note receivable, the Company received a Quitclaim Deed releasing the property that was the collateral for the note receivable. The Company determined the fair value of the reclaimed property to be $131,553.
At September 30, 2013 the Company decided to impair the property down to $55,500, due to comparable sales in the area.
Rescue Gold Mine
The Company holds 96 unpatented mining claims and 2 unpatented mill-site claims cover 1,720 acres in central Idaho. There is a 120 ton per day mill complete with a Knelson Gold Concentrator on the mill-site claims. As of September 30, 2013, the Company has fully impaired this property.
Kimberly Gold Mine
The Company holds 24 unpatented mining claims covering 480 acres in central Idaho. The mine consists of 10 separate tunnels which explore 8,798 feet of previously producing workings. As of September 30, 2013, the Company has fully impaired this property.
Other Northern Idaho and Montana
Stillwater Extension Claims
The Stillwater Extension group consists of 10 unpatented lode mining claims, covering 200 acres, located along the J-M Reef of the Stillwater Complex of south central Montana. The claims were acquired during 2003 for $15,000, which was expensed in a prior year as an exploration expense. These claims were dropped during the year ended September 30, 2013.
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Princeton Gulch Claims
During 2006, the Company made a partial payment of $13,000 toward the purchase of 4 unpatented placer claims and 2 unpatented lode claims, located in Granite County, Montana. The payment of $13,000 was included in exploration expense in a prior year. These claims were dropped during the year ended September 30, 2013.
Southwestern United States
Beaver County, Utah
Imperial Mine
The Imperial Mine property consists of a 50% interest in 7 patented mining claims, the Imperial Mine, and a 100 % interest in 55 unpatented mining claims adjacent to the Imperial Mine. The claims were acquired in November 2012 for the issuance of 6,200,000 shares of common stock valued at $565,280.
As of September 30, 2013, 32 unpatented claims were dropped due to lack of funding.
Mohave County, Arizona
Western Gold
The Western Gold property consists of 13 unpatented lode mining claims in the Oatman Mining District. The claims were acquired in 2003 for the issuance of 100,000 shares of common stock valued at $15,000.
The Western Gold property was dropped in August 2013 due to lack of funding.
Gold Road Claims
The Gold Road Claims consist of 16 unpatented lode mining claims. The claims were acquired 2003 for the issuance of 10,000 shares of stock valued at $1,500. The cost of the claims was expensed in prior years as exploration expense.
The Gold Road claims were dropped in August 2013 due to lack of funding.
Pima County, Arizona
Cerro Colorado Group
The Cerro Colorado group consists of 3 unpatented lode claims located in the Cerro Colorado Mining District. The claims were acquired in 2004 for $1,500; the cost of the claims was expensed in prior years as exploration expense.
The Cerro Colorado Group property was dropped in August 2013 due to lack of funding.
NOTE 6 - NOTES RECEIVABLE
On August 11, 2008, the Company sold 100% of the common stock of its wholly owned subsidiary in Mexico, Shoshone Mexico, S.A. de C.V, to Xtierra Resources, Ltd (“Xtierra”). The Company’s interest in the Bilbao concessions in Zacatecas, Mexico was included in this sale. In exchange for the stock and its interest in the Bilbao concessions, the Company received net cash proceeds of $2,497,990 and a non-interest bearing note receivable for $2,500,000.
A discounted payment of $450,000 was made on the note in July 2009. The remaining balance of $2,000,000 is to be paid in four consecutive equal annual installments to begin at the time of the commencement of construction of any mine developed on the Bilbao concessions but in any event will be due and payable no later than August 11, 2019.
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Since the note does not bear interest, the Company imputes interest at a rate of 5%. Accordingly the Company recorded a note discount of $634,637. During the year ending September 30, 2013, $80,407 of interest income was realized through the amortization of this discount.
The balance on this note receivable (net of discount) was $1,780,362 at September 30, 2013. The current portion (net of discount) is $413,065.
NOTE 7 - INVESTMENTS
Shoshone invests in marketable securities. The Company accounts for these as available-for-sale securities. Amounts are reported at fair value as determined by quoted market prices, with unrealized gains and losses excluded from earnings and reported separately as a component of stockholders’ equity. The cost of securities sold is based on the specific identification method.
Unrealized gains and losses are recorded on the statements of operations as other comprehensive income (loss) and on the balance sheet as other accumulated comprehensive income.
Black Mountain Resources is traded on both the Australian Securities Exchange (“ASX”) and the London Alternative Investment Market (“AIM”), the Company uses the ASX for valuation purposes.
The following summarizes the Company’s investments-available for sale securities at September 30, 2013:
Black Mountain Resources is traded on both the Australian Securities Exchange (“ASX”) and the London Alternative Investment Market (“AIM”), the Company uses the ASX for valuation purposes
The Company’s net change in accumulated other comprehensive income (loss) was $148,747 during the year ended September 30, 2013. This change principally reflects adjustments for unrealized gains and losses on the Company’s available-for-sale investments that are held by the Company. The $148,747 is recorded on Shoshone’s statements of operations as other comprehensive income and the change is reflected in the change in accumulated other comprehensive income on Shoshone’s balance sheets from September 30, 2012 to September 30, 2013.
The Company sold 3,000,000 shares of Black Mountain Resources valued at $380,216 during the quarter ended March 31, 2013. In September 2013, 6,000,000 shares of the Black Mountain Resources (BMZ) valued at $786,853 were given to SGS Acquisition Company Limited as a settlement, See Note 13.
The following summarizes the Company’s investments at September 30, 2012:
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The Company’s net annual change in accumulated other comprehensive income (loss) was $4,773 during the fiscal year ended September 30, 2012. This change includes both adjustments for previously unrealized gains and losses on investments sold during the year and the unrealized gains and losses on the Company’s available-for-sale investments that are still held by the Company. The $4,773 is recorded on Shoshone’s statements of operations as other comprehensive income and the change is reflected in the change in accumulated other comprehensive income on Shoshone’s balance sheets from September 30, 2011 to September 30, 2012.
NOTE 8 - LEASE AGREEMENT
In July 2012, the Company sold a lease option on its Lakeview millsite to Black Mountain Resources (“BMZ”), an Australian company, for $550,000 of cash. On February 14, 2013, the Company executed a Lease and Sale Agreement (the “Agreement”) with an effective date of January 31, 2013, with Magenta Mountain Mining Corp (“MMM”), a subsidiary corporation of Black Mountain Resources Limited (“BMZ”). BMZ is an Australian company listed for trading on the Australian Securities Exchange. MMM is an Idaho corporation and is not listed for trading anywhere. Under the Agreement, the Company leased to MMM the Lakeview Mill (“the Mill”), and unpatented mining claims and sold patented mining claims known as the historic Weber Mine and historic Keep Cool Mine (“Mineral Properties”)
The primary term of the lease is fifteen years and will automatically extend for a further two successive terms of fifteen years each, unless the Company is notified in writing at least thirty days prior to the expiration of the primary term. MMM is required to pay a net $10 per ton milling charge for each ton or ore processed, apart from ore mined from the Mineral Properties and will make minimum toll payments of $250,000 for years eleven through fifteen. MMM will be responsible for all maintenance on and capital improvements to the Mill. Additionally, they will advance the costs of site clean-up and repair to a tailings dam and will offset these costs against toll milling fees payable to the Company.
The Lease also grants to MMM a preemptive right and right of first refusal to acquire our other interests in our mining claims located in the Lakeview Mining District and the Coeur d’Alene Mining District of Idaho.
The Company received 11,000,000 shares of the common stock of BMZ in consideration for the Agreement valued at $2,209,350 and was recorded as a sale of the properties. A gain of $978,992 was recognized on the transaction. This transaction was a temporary and transitional event in which the Company exceeded the normal equity holdings limit of 20% of BMZ. Because we knew it was to be a transitionary and temporary event, the accounting was not changed and continued to be treated as available for sale securities. The Company was never in a position to exercise control or to change our normal methods of accounting. Shortly thereafter, the Company sold 3,000,000 million shares of BMZ, dropping them below the normal equity holding limit of 20%.
All future royalties and revenues will be recognized in the periods received.
NOTE 9 - COMMON STOCK
The Company is authorized to issue 200,000,000 shares of $0.10 par value common stock. All shares have equal voting rights, are non-assessable and have one vote per share. Voting rights are not cumulative and, therefore, the holders of more than 50% of the common stock could, if they choose to do so, elect all of the directors of the Company.
During the year ended September 30, 2013, the Company issued 6,200,000 shares of its common stock, valued at $558,000, in exchange for all of the outstanding stock of Bohica Mine Corp., a Colorado corporation with assets in the San Francisco Mining District in Beaver County, Utah. The properties owned by Bohica consist of a 50% interest in the past producing Imperial Mine (7 patented claims) and a 100% interest in the 55 unpatented mining claims adjacent to the Imperial Mine. The common stock discount of $62,000 is awaiting a board resolution to net amount into Additional paid-in capital.
Also during the year ended September 30, 2013, the Company issued 666,667 shares of its common stock to discharge a fiscal year-end obligation payable (“Stock Issuable”) in the amount of $66,667.
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NOTE 10 - STOCK OPTIONS AND WARRANTS
During fiscal 2011, the Company issued 7,816,667 non-detachable warrants to purchase an equal number of the Company’s common stock in connection with the sale of 7,816,667 shares in private placements. 260,000 warrants, which were exercisable at $0.20 per share, expired on March 20, 2012. The Company issued 7,556,667 two year warrants exercisable at $0.25 per share, of these 6,000,000 were extended three years and the exercise price was lowered to $0.10 pursuant to a settlement agreement. See Note 13. The remaining 1,556,667 expired on August 1, 2013.
There were no warrants or stock options issued in fiscal 2012 or 2013.
NOTE 11 - NON-MONETARY EXCHANGES
The Company issued 6,200,000 shares of its common stock in the quarter ended December 31, 2012 in order to acquire all of the outstanding stock of Bohica Mine Corp., a Colorado corporation whose assets principally consisted of a 50% interest in the past producing Imperial Mine (7 patented claims) and a 100% interest in the 55 unpatented mining claims adjacent to the Imperial Mine. This transaction is further described in Note 9.
During fiscal 2012, the Company agreed to issue 666,667 shares of its common stock to acquire three patented mining claims (“the Scheller claims”) in Shoshone County, Idaho. In the month after receiving the Scheller claims, the Company traded the claims together with its Bullion Group claims in exchange for seven patented surface only claims (“the Campbell Midvale claims”) located in Shoshone County. The Company issued the aforementioned shares of its common stock in the quarter ended December 31, 2012.
The common stock discount of $62,000 is awaiting a board resolution to net amount into Additional paid-in capital.
NOTE 12 - SETTLEMENT OF LEGAL MATTERS
On September 30, 2012, Shoshone entered into a release and settlement with a former employee (“Beggs”). Under the terms of the agreement, Shoshone agreed to pay Beggs $220,000 as follows: a cash payment of $95,000 within seven days of closing; and a promissory note in the amount of $125,000 to be paid in equal monthly installments of $11,106.10, commencing on October 12, 2012. The promissory note bears interest at the rate of 12% per annum, matures in 12 months, and is secured by certain mineral property assets.
During the year ended September 30, 2013, the Company disbursed the $95,000 cash payment and also paid the promissory note in full.
NOTE 13 - INVESTOR SETTLEMENT
SGS Acquisition Company Limited (SGS), a private foreign investment fund, participated in the Company’s 2011 Private Placement in August 2011. In September of 2012, the CEO received a letter from SGS regarding a possible right of rescission of their 2011 investment. The CEO responded to the letter stating the Board’s belief that the Company had defenses to any claims made by SGS. During the April 2013 board meeting, the Board decided to extend SGS’s rights to exercise their previously issued warrants by three years and to lower the exercise price from $0.25 to $0.10. In early September 2013, SGS contacted the Company again in regards to their belief of a right of rescission on their original investment and their intention to pursue this matter. At that time, the CEO and President of the Company decided that while there may be appropriate defenses to the claim, the Company could not afford to mount a lengthy legal defense. Instead, he negotiated as full settlement for any rights of rescission held by SGS, the transfer of 6,000,000 shares of the Black Mountain Resources (BMZ) common stock held as an investment by the Company. At the time of transfer on September 27, 2013, the fair value of the BMZ stock was $786,853. See note 10 for further discussion on the valuation of the changes in terms on the warrants.
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NOTE 14 - COMMITMENTS & CONTINGENCIES
Environmental Issues
The Company is engaged in mineral exploration and may become subject to certain liabilities as they relate to environmental cleanup of mining sites or other environmental restoration.
Although the minerals exploration and mining industries are inherently speculative and subject to complex environmental regulations, the Company is unaware of any pending litigation or of any specific past or prospective matters which could impair the value of its mining claims.
At December 31, 2013, $250,000 was accrued as directors’ fees.
NOTE 15 - RELATED PARTY
On February 14, 2013, the Company executed a Lease and Sale Agreement (the “Agreement”) with an effective date of January 31, 2013, with Magenta Mountain Mining Corp (“MMM”), a subsidiary corporation of Black Mountain Resources Limited (“BMZ”). BMZ is an Australian company listed for trading on the Australian Securities Exchange. MMM is an Idaho corporation and is not listed for trading anywhere. See Note 8. This transaction is considered related party as the companies have a director in common.
NOTE 16 - SUBSEQUENT EVENTS
In February 2014, the Company issued 30,000,000 shares of its common stock, pursuant to a Purchase and Sale Agreement, to Iron Eagle Acquisitions, Inc. for the Grey Eagle Mine consisting of 294 acres of patented mining claims located in Siskiyou County, California. This transaction is considered related party as the companies have officers and directors in common.
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ITEM 9.
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANICAL DISCLOSURE.
None
ITEM 9A.
ITEM 9A.
CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
In connection with the preparation of this annual report on Form 10-K, an evaluation was performed under the supervision and with the participation of Shoshone Silver/Gold Mining Company’s management including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operating of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”)) as of September 30, 2013. Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms and that such information is accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, to allow timely decisions regarding required disclosures.
Based on that evaluation, the Company’s management concluded, as of the end of the period covered by this report, that the Company’s disclosure controls and procedures were not effective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the Securities and Exchange Commission’s rules and forms. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.
Management’s Report on Internal Control Over Financial Reporting
Management of Shoshone Silver Mining Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process, under the supervision of the Chief Executive Officer and the Chief Financial Officer, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with United States generally accepted accounting principles (GAAP). Internal control over financial reporting includes those policies and procedures that:
·
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the Company’s assets;
·
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and the Board of Directors; and
·
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
The Company’s management conducted an assessment of the effectiveness of our internal control over financial reporting as of September 30, 2013, based on criteria set forth in the Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). During its assessment of internal control over financial reporting, the Company’s management identified the following as of September 30, 2013.
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Based on the context in which these deficiencies occur, management concludes that the deficiencies in aggregate represent significant deficiencies in our control over financial reporting:
· Inadequate segregation of duties over certain financial controls; and
· One instance of a material contract that was executed and was not properly disclosed.
Taken together, these significant deficiencies represent a material weakness which is defined as a reasonable possibility that a material misstatement of financial statements will not be presented or detected on a timely basis by the Company’s internal controls. Management believes that the material weakness set forth above did not have an effect on our financial results.
In the period following September 30, 2013, the Company has implemented initiatives aimed at addressing and removing these deficiencies. We deem it important to note that a material weakness suggests that a misstatement could occur. We also note that there were no instances of financial statement misstatement in the Company’s September 30, 2013 audited financial statements.
This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. We were not required to have, nor have we, engaged our independent registered public accounting firm to perform an audit of internal control over financial reporting pursuant to the rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.
Changes in Internal Control Over Financial Reporting
During the period ended September 30, 2013, there has been no change in internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. During the period ended September 30, 2012, there was a structural change in the Company’s management, however, there was no change in internal control.
ITEM 9B.
ITEM 9B.
OTHER INFORMATION.
None.
PART III
ITEM 10.
ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
The following table sets forth information concerning our directors and executive officers.
Set forth below is certain additional information with respect to the directors and executive officers.
Mr. Greg Smith was appointed chairman of Shoshone in March 2012. He has been involved in the energy, merchant banking and resources business for more than 20 years. He has served as the executive chairman and chief executive officer of International Consolidated Minerals Inc., a company which he founded and which is traded on the AIM of the London Stock Exchange. Mr. Smith has served as executive chairman of Petrolatina Energy PLC, an AIM listed company, and has served as the managing partner in TVL, a company that specializes in raising private capital for the energy and mining sectors. He is also a founder of Texas Energy Advisors.
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Mr. Howard Crosby was appointed president and chief executive officer of Shoshone in March 2012. He has founded or co-founded Cadence Resources, High Plains Uranium, Western Goldfields, Inc., Metalline Mining Company, U.S. Silver Corporation, and White Mountain Titanium. He has served as a senior executive and director of a number of public companies. He has been the president of Crosby Enterprises, a closely held family investment company for more than 20 years. Mr. Crosby has extensive experience in corporate finance and strategic planning.
Mr. John Ryan was appointed vice president and chief financial officer of Shoshone in March 2012. He is the chief executive officer of Black Mountain Resources and the chief executive officer of Independence Resources PLC and Premium Exploration Inc. He has founded or co-founded Royal Silver Mines, Inc., Metalline Mining Company, High Plains Uranium, Western Goldfields, Inc., U.S. Silver Corporation, and White Mountain Titanium. He has served as a senior executive and director of a number of public companies. Mr. Ryan holds a bachelors degree in mining engineering from University of Idaho and a juris doctor degree from Boston College.
Mr. Don Rolfe is a graduate of the Montana School of Mines, and a seasoned mine engineer with over 30 years of industry management experience. He has extensive experience with a variety of minerals; including silver, gold, bentonite clay, phosphate, uranium and tungsten, built during his tenure with some of the leading US mining companies, including Anaconda, Hecla, Union Carbide, Homestake. Mr. Rolfe has recently served as president and director of Kimberly Gold Mines, Inc.
Mr. John Reynolds is a geologist and geophysicist. He is the principal owner of Durango Geophysical Operations, Inc. and of Bohica Mining Corp. He has served as the vice president - operations for Phoenix Geophysics in Denver, and serves as a director of Consolidated Goldfields Corporation. Mr. Reynolds has managed successful operations for natural resource companies on five continents under a myriad of field conditions.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION.
The following table sets forth information with respect to compensation paid by us to our officers for the last two fiscal years.
Summary Compensation Table
During fiscal 2013, the Company accrued $250,000 for directors’ fees for services rendered through December 31, 2012 and is accruing $5,000 per month for its two executive officers.
During fiscal 2012, the Company paid its departing officer/directors received cash severance payments totaling $407,500 and also issued to them 516,000 shares of its common stock for past services valued at $82,260. Only one departing officer/director (Carol Stephan) received more than $100,000 in executive compensation during the fiscal year 2012.
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During the last six months of fiscal 2012, we replaced our board of directors and our executive management.
Director Compensation Table
The Company has no stock option plans and has not issued any options or warrants to any of its employees or directors. The Company has no employment agreements with any of its officers.
ITEM 12.
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
As of September 30, 2013, there was no beneficial owner of five percent or more of our common stock. None of our directors or executive officers was the beneficial owner of one percent or more of our common stock.
ITEM 13.
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
During the previous two fiscal years there have been no transactions between us, or the Company’s subsidiary on the one hand, and any officer, director or principal shareholder on the other, except as discussed in Item 7. The Company’s chief financial officer is the chief executive officer of Black Mountain Resources. See Item 7.
ITEM 14
ITEM 14
PRINCIPAL ACCOUNTING FEES AND SERVICES
(1) Audit and Audit Related Fees
The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for our audit of annual financial statements and review of financial statements included our Form 10-Qs or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years was:
$
30,999
MartinelliMick PLLC
$
24,219
MartinelliMick PLLC
(2) Tax Fees
The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning was:
$
MartinelliMick PLLC
$
MartinelliMick PLLC
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(3) All Other Fees
The aggregate fees billed in each of the last two fiscal years for the products and services provided by the principal accountant, other than the services reported in paragraphs (1), (2), and (3) was:
$
MartinelliMick PLLC
$
MartinelliMick PLLC
(4) Our audit committee’s pre-approval policies and procedures described in paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X were that the audit committee pre-approved all accounting related activities prior to the performance of any services by any accountant or auditor.
(5) The percentage of hours expended on the principal accountant’s engagement to audit our financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full time, permanent employees was 0%.
PART IV
ITEM 15.
ITEM 15.
EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES.
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99.2
Map of Shoshone Group and Bullion Group.
10-KSB/A
12/03/07
99.2
99.3
Map of Auxer Property.
10-KSB/A
12/03/07
99.3
99.4
Map of Lucky Joe Property.
10-KSB/A
12/03/07
99.4
99.5
Map of Regal Mine.
10-KSB/A
12/03/07
99.5
99.6
Map of Stillwater Extension Claims.
10-KSB/A
12/03/07
99.6
99.7
Map of Montgomery Mine.
10-KSB/A
12/03/07
99.7
99.8
Map of Arizona Gold Fields Claims.
10-KSB/A
12/03/07
99.8
99.9
Map of California Creek Property.
10-KSB/A
12/03/07
99.9
99.10
Map of Princeton Gulch Group.
10-KSB/A
12/03/07
99.10
99.11
Map of Cerro Colorado Group.
10-KSB/A
12/03/07
99.11
99.12
Map of Bilbao-Mexico Property.
10-KSB/A
12/03/07
99.12
99.13
Map of North Osburn Property.
10-K
4/15/08
99.13
99.14
Maps of Iola Group Claims Lease, Silver King LTD Lease, Rescue Gold Mine and Kimberly Gold Mine.
10-K
1/12/10
99.14
99.15
Map of Shaft Claims.
10-K
1/12/10
99.15
99.16
Map of Camp Project Claims.
10-K
12/27/10
99.16
101.INS
XBRL Instance Document.
X
101.SCH
XBRL Taxonomy Extension - Schema.
X
101.CAL
XBRL Taxonomy Extension - Calculations.
X
101.DEF
XBRL Taxonomy Extension - Definitions.
X
101.LAB
XBRL Taxonomy Extension - Labels.
X
101.PRE
XBRL Taxonomy Extension - Presentation.
X
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SIGNATURES
In accordance with Section 13 or 15 (d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, dated this 11th day of April, 2014.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following people on behalf of the Registrant and in the capacities and on the dates indicated.
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EXHIBIT INDEX
- 51 -
99.15
Map of Shaft Claims.
10-K
1/12/10
99.15
99.16
Map of Camp Project Claims.
10-K
12/27/10
99.16
101.INS
XBRL Instance Document.
X
101.SCH
XBRL Taxonomy Extension - Schema.
X
101.CAL
XBRL Taxonomy Extension - Calculations.
X
101.DEF
XBRL Taxonomy Extension - Definitions.
X
101.LAB
XBRL Taxonomy Extension - Labels.
X
101.PRE
XBRL Taxonomy Extension - Presentation.
X
- 52 -