fc_10q-80731.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
10-Q
[X] QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
FOR THE
QUARTERLY PERIOD ENDED JULY 31, 2008
Commission
File Number 0-20722
FIRSTGOLD
CORP.
(Exact
name of small business issuer as specified in its charter)
|
DELAWARE
|
|
16-1400479
|
|
(State
of other jurisdiction of incorporation or organization)
|
|
(I.R.S.
Employer Identification Number)
|
|
|
|
|
|
3108
Ponte Morino Drive, Suite 210
Cameron
Park, CA
|
|
95682
|
|
(Address
of Principal Executive Offices)
|
|
Zip
Code
|
|
|
|
|
|
Issuer's
telephone number:
|
(530)
677-5974
|
Indicate
by check mark whether the issuer (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the issuer was required to
file such reports), and (2) has been subject to such filing requirements for the
past 90 days:
YES
X NO _____
Indicate
by check mark whether the registrant is a shell company (as defined by Rule
12b-2 of the Exchange Act)
YES
_____ NO
X
Common
stock, $0.001 par value, of which 130,845,543 were issued and outstanding as
of August 29, 2008.
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,”
“accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act. (Check One):
|
|
Large
accelerated filer _____
|
|
Accelerated
filer _____
|
|
|
|
|
|
|
|
|
|
Non-accelerated
filer _____
|
|
Smaller
reporting company
X
|
|
INDEX
|
|
Page
|
|
|
|
|
PART
I - FINANCIAL INFORMATION
|
3
|
|
|
|
|
|
|
|
3
|
|
|
|
|
|
|
|
17
|
|
|
|
|
|
|
|
21
|
|
|
|
|
|
PART
II - OTHER INFORMATION
|
22
|
|
|
|
|
|
|
|
22
|
|
|
|
|
|
|
|
24
|
|
|
|
|
|
|
|
24
|
|
|
|
|
|
|
|
24
|
PART
I - FINANCIAL INFORMATION
FIRSTGOLD
CORP.
INDEX
TO UNAUDITED FINANCIAL STATEMENTS
(A
DEVELOPMENT STAGE COMPANY)
BALANCE
SHEET
|
|
|
July
31
|
|
|
January
31,
|
|
|
|
|
2008
|
|
|
2008
|
|
|
|
|
(unaudited)
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
Current
assets:
|
|
|
|
|
|
|
|
Cash
|
|
$ |
114,765 |
|
|
$ |
383,223 |
|
|
Receivables
|
|
|
146,211 |
|
|
|
196,811 |
|
|
Deposits
|
|
|
259,769 |
|
|
|
295,281 |
|
|
Prepaid
expense
|
|
|
268,974 |
|
|
|
242,577 |
|
|
Inventory
|
|
|
208,026 |
|
|
|
7,721 |
|
|
|
|
|
|
|
|
|
|
|
|
Total
current assets
|
|
|
997,745 |
|
|
|
1,125,613 |
|
|
|
|
|
|
|
|
|
|
|
|
Property, plant and
equipment, net of accumulated depreciation
of $443,670 and $205,084 at July 31 and January 31,
2008, respectively
|
|
|
11,513,110 |
|
|
|
8,438,997 |
|
|
|
|
|
|
|
|
|
|
|
|
Other
Assets
|
|
|
|
|
|
|
|
|
|
Restricted
cash
|
|
|
687,064 |
|
|
|
674,850 |
|
|
Deferred
reclamation costs
|
|
|
680,326 |
|
|
|
680,326 |
|
|
|
|
|
|
|
|
|
|
|
|
Total
other assets
|
|
|
1,367,390 |
|
|
|
1,355,176 |
|
|
|
|
|
|
|
|
|
|
|
|
Total
assets
|
|
$ |
13,878,245 |
|
|
$ |
10,919,786 |
|
LIABILITIES
AND SHAREHOLDERS' DEFICIT
|
Current
liabilities
|
|
|
|
|
|
|
|
Accounts
payable
|
|
$ |
2,171,920 |
|
|
$ |
2,730,596 |
|
|
Accrued
expenses
|
|
|
635,931 |
|
|
|
538,987 |
|
|
Notes
payable
|
|
|
1,420,945 |
|
|
|
163,726 |
|
|
|
|
|
|
|
|
|
|
|
|
Total
current liabilities
|
|
|
4,228,796 |
|
|
|
3,433,309 |
|
|
|
|
|
|
|
|
|
|
|
|
Long-term
liabilities
|
|
|
|
|
|
|
|
|
|
Convertible
debenture net of deferred financing costs
of
|
|
|
|
|
|
|
|
|
|
$165,567
and $148,480 at July 31 and January 31, 2008, respectively
|
|
|
563,396 |
|
|
|
694,211 |
|
|
Accrued
reclamation costs
|
|
|
680,326 |
|
|
|
680,326 |
|
|
Deferred
revenue
|
|
|
800,000 |
|
|
|
937,650 |
|
|
|
|
|
|
|
|
|
|
|
|
Total
long-term liabilities
|
|
|
2,043,722 |
|
|
|
2,312,187 |
|
|
|
|
|
|
|
|
|
|
|
|
Total
liabilities
|
|
|
6,272,518 |
|
|
|
5,745,496 |
|
FIRSTGOLD
CORP.
(A
DEVELOPMENT STAGE COMPANY)
BALANCE
SHEET
| |
|
July
31,
|
|
|
January
31,
|
|
| |
|
2008
|
|
|
2008
|
|
| |
|
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitments
and contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders'
surplus (deficit)
|
|
|
|
|
|
|
|
Common
stock, $0.001 par value
|
|
|
|
|
|
|
|
250,000,000
shares authorized at January 31, 2008 and 2007,
respectively
|
|
|
|
|
|
|
|
130,845,543
and 117,432,317 shares issued and outstanding at
|
|
|
|
|
|
|
|
July
31 and January 31, 2008, respectively
|
|
|
130,845 |
|
|
|
117,432 |
|
|
Additional
paid in capital
|
|
|
44,313,628 |
|
|
|
36,447,996 |
|
|
Deficit
accumulated during the exploration stage
|
|
|
(36,838,746 |
) |
|
|
(31,391,142 |
) |
|
|
|
|
|
|
|
|
|
|
|
Total
shareholders' surplus
|
|
|
7,605,727 |
|
|
|
5,174,290 |
|
|
|
|
|
|
|
|
|
|
|
|
Total
liabilities and shareholders' surplus
|
|
$ |
13,878,245 |
|
|
$ |
10,919,786 |
|
(A
DEVELOPMENT STAGE COMPANY)
STATEMENTS
OF OPERATIONS
For
the Six and Three Months Ended July 31, 2008 and 2007
and
for the Period from January 1, 1995 to July 31, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
For
the Period
|
|
|
|
|
For
the Six Months Ended
|
|
|
For
the Three Months Ended
|
|
|
From
January 1,
|
|
|
|
|
July 31,
|
|
|
July 31,
|
|
|
1995
to July
|
|
|
|
|
2008
|
|
|
2007
|
|
|
2008
|
|
|
2007
|
|
|
31, 2008
|
|
|
Net
Sales
|
|
$ |
645,360 |
|
|
$ |
- |
|
|
$ |
369,567 |
|
|
$ |
- |
|
|
$ |
1,196,639 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exploration
and maintenance costs
|
|
|
3,013,513 |
|
|
|
463,815 |
|
|
|
1,622,102 |
|
|
|
337,134 |
|
|
|
7,102,865 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
loss
|
|
|
(2,368,153 |
) |
|
|
(463,815 |
) |
|
|
(1,252,535 |
) |
|
|
(337,134 |
|
|
|
(5,906,226 |
) |
|
Operating
expenses
|
|
|
(2,968,926 |
) |
|
|
(2,211,602 |
) |
|
|
(1,497,520 |
) |
|
|
(1,225,917 |
) |
|
|
(24,551,900 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss
from operations
|
|
|
(5,337,079 |
) |
|
|
(2,675,417 |
) |
|
|
(2,750,055 |
) |
|
|
(1,563,051 |
) |
|
|
(30,458,129 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
(expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
income
|
|
|
22,532 |
|
|
|
83,306 |
|
|
|
1,469 |
|
|
|
77,340 |
|
|
|
301,203 |
|
|
Dividend
income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,188 |
|
|
Gain
on settlement of obligations
|
|
|
22,851 |
|
|
|
|
|
|
|
22,851 |
|
|
|
|
|
|
|
1,149,375 |
|
|
Other
income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,565 |
|
|
Adjustments
to fair value of derivatives
|
|
|
- |
|
|
|
(703,992 |
) |
|
|
- |
|
|
|
919,263 |
|
|
|
(1,357,903 |
) |
|
Interest
expense
|
|
|
(155,910 |
) |
|
|
(523,539 |
) |
|
|
(121,305 |
) |
|
|
(275,580 |
) |
|
|
(4,031,366 |
) |
|
Loss
from joint venture
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(859,522 |
) |
|
Loss
on sale of marketable securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(281,063 |
) |
|
Bad
debt expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(40,374 |
) |
|
Loss
on disposal of plant, property
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
and
equipment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(334,927 |
) |
|
Loss
on disposal of bond
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(21,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
other income (expense)
|
|
|
(110,527 |
) |
|
|
(1,144,225 |
) |
|
|
(96,985 |
) |
|
|
(721,023 |
) |
|
|
(5,438,824 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss
|
|
$ |
(5,447,606 |
) |
|
$ |
(3,819,642 |
) |
|
$ |
(2,847,040 |
) |
|
$ |
(842,028 |
) |
|
$ |
(35,896,953 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
and diluted loss per share
|
|
$ |
(0.04 |
) |
|
$ |
(0.04 |
) |
|
$ |
(0.02 |
) |
|
$ |
(0.01 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
and diluted weighted-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
average
shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
outstanding
|
|
|
128,079,528 |
|
|
|
87,133,248 |
|
|
|
130,729,904 |
|
|
|
93,940,374 |
|
|
|
|
|
FIRSTGOLD CORP.
(A
DEVELOPMENT STAGE COMPANY)
STATEMENTS
OF CASH FLOWS
For
the Six Months Ended July 31, 2008 and 2007
and
for the Period from January 1, 1995 to July 31,
2008
|
|
|
|
|
|
|
|
|
For
the Period
|
|
| |
|
For the Six Months Ended July
31,
|
|
|
From
January 1, 1995
|
|
|
|
|
2008
|
|
|
2007
|
|
|
to July 31,
2008
|
|
|
Cash
flows from operating activities
|
|
|
|
|
|
|
|
|
|
|
Net
loss
|
|
$ |
(5,447,606 |
) |
|
$ |
(3,819,642 |
) |
|
$ |
(33,044,661 |
) |
|
Adjustments
to reconcile net loss to net cash
|
|
|
|
|
|
|
|
|
|
|
|
|
|
used
in operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accretion
of warrants issued as a debt discount
|
|
|
21,461 |
|
|
|
21,461 |
|
|
|
1,341,606 |
|
|
Accretion
of beneficial conversion
|
|
|
- |
|
|
|
- |
|
|
|
107,468 |
|
|
Accretion
of debt discount
|
|
|
- |
|
|
|
119,919 |
|
|
|
531,110 |
|
|
Adjustments
to fair value of derivatives
|
|
|
- |
|
|
|
703,992 |
|
|
|
1,357,904 |
|
|
Loss
from joint venture
|
|
|
- |
|
|
|
- |
|
|
|
859,522 |
|
|
Loss
on sale of marketable securities
|
|
|
- |
|
|
|
- |
|
|
|
281,063 |
|
|
Depreciation
and amortization
|
|
|
246,069 |
|
|
|
111,213 |
|
|
|
509,399 |
|
|
Loss
on disposal of property, plant and equipment
|
|
|
- |
|
|
|
- |
|
|
|
334,927 |
|
|
Impairment
in value of property, plant and equipment
|
|
|
- |
|
|
|
- |
|
|
|
807,266 |
|
|
Loss
on disposal of bond
|
|
|
- |
|
|
|
- |
|
|
|
21,000 |
|
|
Impairment
in value of Relief Canyon Mine
|
|
|
- |
|
|
|
- |
|
|
|
3,311,672 |
|
|
Impairment
in value of joint investments
|
|
|
- |
|
|
|
- |
|
|
|
490,000 |
|
|
Bad
debt
|
|
|
- |
|
|
|
- |
|
|
|
40,374 |
|
|
Assigned
value of stock and warrants exchanged for services
|
|
|
- |
|
|
|
358,062 |
|
|
|
2,108,452 |
|
|
Assigned
value of stock options issue for compensation
|
|
|
116,639 |
|
|
|
55,039 |
|
|
|
895,864 |
|
|
Gain
on write off of note payable
|
|
|
- |
|
|
|
- |
|
|
|
(7,000 |
) |
|
Judgment
loss accrued
|
|
|
- |
|
|
|
- |
|
|
|
250,000 |
|
|
(Increase)
decrease in:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted
cash
|
|
|
(12,214 |
) |
|
|
(423,869 |
) |
|
|
(674,850 |
) |
|
Receivables
|
|
|
50,600 |
|
|
|
100,000 |
|
|
|
(54,383 |
) |
|
Deposits
|
|
|
35,512 |
|
|
|
(100,000 |
) |
|
|
(94,468 |
) |
|
Deferred
reclamation costs
|
|
|
- |
|
|
|
- |
|
|
|
214,848 |
|
|
Prepaid
expenses
|
|
|
(26,397 |
) |
|
|
6,360 |
|
|
|
(284,909 |
) |
|
Inventory
|
|
|
(200,305 |
) |
|
|
- |
|
|
|
(289,362 |
) |
|
Reclamation
bonds
|
|
|
- |
|
|
|
- |
|
|
|
185,000 |
|
|
Other
assets
|
|
|
- |
|
|
|
- |
|
|
|
(1,600 |
) |
|
Increase
(decrease) in:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts
payable
|
|
|
(558,676 |
) |
|
|
(133,812 |
) |
|
|
517,662 |
|
|
Accrued
expenses
|
|
|
96,944 |
|
|
|
70,730 |
|
|
|
1,063,320 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash used by operating activities
|
|
|
(5,677,973 |
) |
|
|
(2,662,923 |
) |
|
|
(19,160,132 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
flows from investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds
from sale of marketable securities
|
|
|
- |
|
|
|
- |
|
|
|
34,124 |
|
|
Investment
in marketable securities
|
|
|
- |
|
|
|
- |
|
|
|
(315,188 |
) |
|
Advances
from shareholder
|
|
|
- |
|
|
|
- |
|
|
|
7,436 |
|
|
Contribution
from joint venture partner
|
|
|
- |
|
|
|
- |
|
|
|
775,000 |
|
|
Purchase
of joint venture partner interest
|
|
|
- |
|
|
|
- |
|
|
|
(900,000 |
) |
|
Capital
expenditures
|
|
|
(3,312,699 |
) |
|
|
(965,185 |
) |
|
|
(13,966,483 |
) |
|
Proceeds
from disposal of property, plant and equipment
|
|
|
- |
|
|
|
- |
|
|
|
278,783 |
|
|
Investments
in joint ventures
|
|
|
- |
|
|
|
- |
|
|
|
(490,000 |
) |
|
Note
receivable
|
|
|
- |
|
|
|
- |
|
|
|
(268,333 |
) |
|
Repayment
of note receivable
|
|
|
- |
|
|
|
- |
|
|
|
268,333 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash used by investing activities
|
|
|
(3,312,699 |
) |
|
|
(965,185 |
) |
|
|
(14,576,328 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds
from the issuance of common stock
|
|
|
7,621,515 |
|
|
|
10,992,988 |
|
|
|
28,258,782 |
|
|
Proceeds
from notes payable
|
|
|
1,405,966 |
|
|
|
960,000 |
|
|
|
8,646,733 |
|
|
Principal
repayments of notes payable
|
|
|
(167,617 |
) |
|
|
(8,757 |
) |
|
|
(2,631,443 |
) |
|
Repayment
of advances to affiliate
|
|
|
- |
|
|
|
- |
|
|
|
(231,663 |
) |
|
Deferred
revenue
|
|
|
(137,650 |
) |
|
|
- |
|
|
|
800,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash provided by financing activities
|
|
|
8,722,214 |
|
|
|
11,944,231 |
|
|
|
34,842,409 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
increase in cash
|
|
|
(268,458 |
) |
|
|
8,316,123 |
|
|
|
1,175,307 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash,
beginning of year
|
|
|
383,223 |
|
|
|
150,647 |
|
|
|
6,687 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash,
end of year
|
|
$ |
114,765 |
|
|
$ |
8,466,770 |
|
|
$ |
1,168,620 |
|
FIRSTGOLD
CORP.
(A
DEVELOPMENT STAGE COMPANY)
STATEMENTS
OF CASH FLOWS
For
the Six Months Ended July 31, 2008 and 2007
and
for the Period from January 1, 1995 to July 31,
2008
Supplemental
cash flow information for the three months ended July 31, 2008 and 2007 and
January 1, 1995 through April 30, 2008 as follows:
| |
|
|
|
|
|
|
For
the Period
|
|
| |
|
|
|
|
|
|
From
January 1,
|
|
| |
|
|
For the Six Months Ended July
31,
|
|
|
|
1995
to July
|
|
| |
|
|
2008
|
|
|
|
2007
|
|
|
|
31,
2008
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
paid for interest
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
161,107 |
|
|
Cash
paid for income taxes
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non
Cash Investing and Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
| Conversion
of related party note payable to common
stock,
including interest payable of $446,193
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
2,093,573 |
|
|
Conversion
of convertible debentures to common stock,
including
interest of $217,151
|
|
$ |
- |
|
|
$ |
450,000 |
|
|
$ |
4,359,609 |
|
|
Issuance
of warrants as financing costs in connection
with
convertible debt
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
2,093,573 |
|
|
Issuance
of common stock as payment for settlement of
liabilities
|
|
$ |
63,999 |
|
|
$ |
- |
|
|
$ |
2,093,573 |
|
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
For
the Six Months Ended July 31, 2008
NOTE
1 - ORGANIZATION AND LINE OF BUSINESS
Firstgold
Corp. has been in the business of acquiring, exploring, developing, and
producing gold properties. Firstgold had rights to mine properties in
Nevada and Montana. Its primary focus was on the Relief Canyon
mine located near Lovelock, Nevada, where it has performed development and
exploratory drilling and was in the process of obtaining permits to allow
operation of the Relief Canyon Mine. In December 1997, Firstgold
placed the Relief Canyon Mine on care and maintenance status. From
mid-2001 until the beginning of 2003 Firstgold was essentially inactive, only
continuing with some of the care and maintenance at Relief Canyon, as
provided for by a non-affiliate company owned by the Chief Operating Officer of
Firstgold.
Firstgold
has embarked on a business strategy whereby it will invest in and/or manage the
exploration of gold and other mineral producing
properties. Currently, Firstgold’s principal assets include various
mineral leases associated with the Relief Canyon mine located near
Lovelock, Nevada along with various items of mining equipment located at that
site. Firstgold’s business will be to acquire, explore and, if
warranted, develop various mining properties located in the state of
Nevada. Firstgold plans to carryout comprehensive exploration and
development programs on its properties. Firstgold plans to
conduct these activities itself, although some activities may be
outsourced. Consequently, Firstgold's current plan will require the
hiring of significant amounts of mining employees to carry out its future
mining and current exploration activities.
NOTE
2 - GOING CONCERN
These
financial statements have been prepared on a going concern
basis. During the years ended January 31, 2008 and 2007 and the
period from January 1, 1995 to January 31, 2008, Firstgold incurred net losses
of approximately $7,632,537, $4,728,070, and $30,449,347,
respectively. In addition, Firstgold has been in the exploration
stage since inception and through July 31, 2008. Information for the
six months ended July 31, 2008 include a net loss of $5,447,606, negative cash
flows from operations of $5,677,973 and a deficit accumulated during the
exploration stage of $36,638,746. The Company's ability to continue
as a going concern is dependent upon its ability to generate profitable
operations in the future and/or to obtain the necessary financing to meet its
obligations and repay its liabilities arising from normal business operations
when they come due. The outcome of these matters cannot be predicted
with any certainty at this time. Since inception, the Company has
satisfied its capital needs by issuing equity and debt securities.
Management
plans to continue to provide for its capital needs during the year ending
January 31, 2009 by issuing equity securities or incurring additional debt
financing, with the proceeds to be used to re-establish mining operations at
Relief Canyon as well as improve its working capital
position. These financial statements do not include any adjustments
to the amounts and classification of assets and liabilities that may be
necessary should Firstgold be unable to continue as a going
concern.
NOTE
3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of
Presentation
These
financial statements have been prepared in accordance with the rules and
regulations of the Securities and Exchange Commission
(“SEC”). Certain information and footnotes normally included in
financial statements prepared in accordance with generally accepted accounting
principles in the United States of America have been condensed or omitted
pursuant to these rules and regulations. These consolidated financial
statements should be read in conjunction with the consolidated financial
statements and the notes thereto included in Firstgold’s Form 10-KSB, as filed
with the SEC for the year ended January 31, 2008.
Exploration Stage
Company
Effective
January 1, 1995 (date of inception), the Company is considered a development
stage Company as defined in SFAS No. 7. The Company’s development
stage activities consist of the development of several mining properties located
in Nevada. Sources of financing for these development stage activities have been
primarily debt and equity financing. The Company has, at the present
time, not paid any dividends and any dividends that may be paid in the future
will depend upon the financial requirements of the Company and other relevant
factors.
Cash and Cash
Equivalents
For the
purpose of the statements of cash flows, Firstgold considers all highly liquid
investments purchased with original maturities of three months or less to be
cash equivalents.
Restricted
Cash
Restricted
cash represents a certificate of deposit with Umpqua Bank to serve as collateral
for a reclamation bond with the Nevada Department of Environmental Protection at
the Relief Canyon Mine.
Deferred Reclamation
Costs
In August
2001, the Financial Accounting Standards Board (“FASB”) issued Statement of
Financial Accounting Standards (“SFAS”) No. 143, “Accounting for Asset
Retirement Obligations,” which established a uniform methodology for accounting
for estimated reclamation and abandonment costs. The statement was
adopted February 1, 2003. The reclamation costs will be allocated to
expense over the life of the related assets and will be adjusted for changes
resulting from the passage of time and revisions to either the timing or amount
of the original present value estimate.
Prior to
adoption of SFAS No. 143, estimated future reclamation costs were based
principally on legal and regulatory requirements. Such costs related
to active mines were accrued and charged over the expected operating lives of
the mines using the UOP method based on proven and probable
reserves. Future remediation costs for inactive mines were accrued
based on management’s best estimate at the end of each period of the
undiscounted costs expected to be incurred at a site. Such cost
estimates included, where applicable, ongoing care, maintenance and monitoring
costs. Changes in estimates at inactive mines were reflected in
earnings in the period an estimate was revised.
Valuation of Derivative
Instruments
FAS
No. 133 "Accounting for Derivative Instruments and Hedging Activities" requires bifurcation of
embedded derivative instruments and measurement of their fair value for
accounting purposes. In determining the appropriate fair value, the Company uses
the Black Scholes model as a valuation technique. Derivative
liabilities are adjusted to reflect fair value at each period end, with any
increase or decrease in the fair value being recorded in results of operations
as Adjustments to Fair Value of Derivatives. In addition, the fair values of
freestanding derivative instruments such as warrants are valued using Black
Scholes models.
Revenue
Recognition
Revenues
will be recognized when deliveries of gold are made, title and risk of loss
passes to the buyer and collectibility is reasonably
assured. Deferred revenue represents non-refundable cash received in
exchange for royalties on net smelter returns on the Relief Canyon
Mine. Deferred revenue will be amortized to earnings based on
estimated production in accordance with the royalty agreement.
Risks Associated with Gold
Mining
The
business of gold mining is subject to certain types of risks, including
environmental hazards, industrial accidents, and theft. Prior to
suspending operations, Firstgold carried insurance against certain property
damage loss (including business interruption) and comprehensive general
liability insurance. While Firstgold maintained insurance consistent
with industry practice, it is not possible to insure against all risks
associated with the mining business, or prudent to assume that insurance will
continue to be available at a reasonable cost. Firstgold has not
obtained environmental liability insurance because such coverage is not
considered by management to be cost effective. Firstgold currently
carries no insurance on any of its properties due to the current status of the
mine and Firstgold’s current financial condition.
Comprehensive
Income
Firstgold
utilizes SFAS No. 130, “Reporting Comprehensive Income.” This
statement establishes standards for reporting comprehensive income and its
components in a financial statement. Comprehensive income as defined
includes all changes in equity (net assets) during a period from non-owner
sources. Examples of items to be included in comprehensive income,
which are excluded from net income, include foreign currency translation
adjustments, minimum pension liability adjustments, and unrealized gains and
losses on available-for-sale marketable securities. Comprehensive
income is presented in Firstgold's financial statements since Firstgold did have
unrealized gain (loss) from changes in equity from available-for-sale marketable
securities.
Estimates
The
preparation of financial statements requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those
estimates.
Loss Per
Share
Firstgold
utilizes SFAS No. 128, “Earnings per Share.” Basic loss per share is
computed by dividing loss available to common shareholders by the
weighted-average number of common shares outstanding. Diluted loss
per share is computed similar to basic loss per share except that the
denominator is increased to include the number of additional common shares that
would have been outstanding if the potential common shares had been issued and
if the additional common shares were dilutive. Common equivalent
shares are excluded from the computation if their effect is
anti-dilutive.
The
following common stock equivalents were excluded from the calculation of diluted
loss per share since their effect would have been anti-dilutive:
|
|
|
2008
|
|
|
2007
|
|
|
Warrants
|
|
|
49,332,841
|
|
|
|
39,183,820
|
|
|
|
|
|
|
|
|
|
|
|
Recent Accounting
Pronouncements
In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
Financial Assets and Financial Liabilities” (SFAS 159). Under the
provisions of SFAS 159, Companies may choose to account for eligible financial
instruments, warranties and insurance contracts at fair value on a
contract-by-contract basis. Changes in fair value will be recognized in earnings
each reporting period. SFAS 159 is effective for financial statements issued for
fiscal years beginning after November 15, 2007, and interim periods within those
fiscal years. The Company is required to and plans to adopt the
provisions of SFAS 159 beginning in the first quarter of 2008. The Company is
currently assessing the impact of the adoption of SFAS 159.
In
December 2007, the FASB released FAS 141R, “Business Combinations” and
FAS 160, “Non-controlling
Interests in Consolidated Financial Statements.” Both
standards will be effective for transactions that occur after January 1,
2009. FAS 141R applies to all business combinations and will require
the acquiring entity to recognize the assets and liabilities acquired at their
respective fair value. This standard changes the accounting for
business combinations in several areas. If we complete an acquisition
after the effective date of FAS 141R, some of these changes could result in
increased volatility in our results of operations and financial
position. For example, transaction costs, which are currently
capitalized in a business combination, will be expensed as
incurred. Additionally, pre-acquisition contingencies (such as
in-process lawsuits acquired) and contingent consideration (such as additional
consideration contingent on specified events in the future) will be recorded at
fair value at the acquisition date, with subsequent changes in fair value
reflected in our results of operations. Under current accounting
guidance, adjustments to these contingencies are reflected in the allocation of
purchase price if they occur within a certain period of time after the
acquisition date.
NOTE
4 - PROPERTY AND EQUIPMENT
Property
and equipment was recorded at $11,956,780 and $1,914,064 at July 31, 2008 and
2007, respectively. Depreciation expense was $443,670 and $55,735 for
the six months ended July 31, 2008 and 2007, respectively
NOTE
5 - NOTES PAYABLE
Notes
payable consist of the following at July 31, 2008:
| |
Note
payable
|
|
$
|
250,000
|
|
| |
|
|
|
|
|
| |
The
note bears interest at 12% and is due January 2009. The note
along with the Convertible Debenture issued in May 2008 (see Note 6 below)
is secured by all property of Firstgold.
|
|
|
|
|
| |
|
|
|
|
|
| |
Equipment
notes payable
|
|
|
60,298
|
|
| |
|
|
|
|
|
| |
The
first note does not bear any interest and is due in December
2010. The second note bears interest at 8.6% and is due June
2011. The loans are secured by a Caterpillar loader and
backhoe.
|
|
|
|
|
| |
|
|
|
|
|
| |
Insurance
premium note payable
|
|
|
55,966
|
|
| |
The
note bears interest at 5.6%, is payable in monthly installments of $6,218
and is due February 2009.
|
|
|
|
|
| |
|
|
|
|
|
| |
Total
notes payable
|
|
$
|
116,264
|
|
Firstgold
recorded interest expense of $121,305 and $155,910 for the three months and six
months ended July 31, 2008 compared to interest expense of $275,580 and $523,539
for the three months and six months ended July 31, 2007.
NOTE
6 – CONVERTIBLE DEBENTURES
September 2006 Convertible
Debenture
In
September 2006, Firstgold entered into a Securities Purchase Agreement (the
“Purchase Agreement”) and other agreements, as amended on November 1, 2006, in
connection with the private placement of convertible debentures, in the
aggregate principal amount of $3,000,000 and bearing interest at 8% per annum
(the “Debenture”). The Debentures were funded $1,000,000 on September
26, 2006, $1,000,000 upon the filing of a resale registration statement with the
SEC on December 1, 2006 and $1,000,000 on March 15, 2007. Of the
$1,000,000 funded on September 26, 2006, $120,000 was paid for various loan fees
and closing costs; of the $1,000,000 funded December 1, 2006, $90,000 was paid
for various loan fees and closing costs; and of the $1,000,000 funded March 19,
2007, $90,000 was paid for various loan fees and closing
costs.
The
Debentures were due and payable three years after the issue date unless
converted into shares of common stock or repaid prior to its expiration
date. The conversion rate was adjustable and at any conversion date,
would be the lower of $0.45 per share or 95% of the Market Conversion
Price. On July 13, 2007 $450,000 of the Debenture dated March 15,
2007 was converted into 1,000,000 shares of common stock. On September 13, 2007
the $1,000,000 Debenture dated September 26, 2006 was converted into 2,222,222
shares of common stock. On October 12, 2007 $450,000 of the Debenture dated
December 1, 2006 was converted into 1,000,000 shares of common stock. On October
16, 2007 $450,000 of the Debenture dated December 1, 2006 was converted into
1,000,000 shares of common stock. On October 30, 2007 1,444,444 shares of common
stock were issued in conversion of the remaining $650,000 in principal of
outstanding Secured Convertible Debentures. An additional 413,784
shares of common stock was issued in conversion of $186,203 of accrued interest
on the Secured Convertible Debentures.
October 2006 Convertible
Debentures
In
October 2006, Firstgold issued convertible debentures in the aggregate principal
amount of $650,000 and bearing interest of 8% per annum. The
Debentures and accrued interest are convertible into shares of Firstgold common
stock at a conversion rate of $0.405 per share. The Debentures are
due and payable three years from the date of issue unless they are converted
into shares of the Company’s common stock or are repaid prior to their
expiration date. Additionally, the investors were issued warrants to
purchase an aggregate of 746,843 shares of Firstgold common stock exercisable at
$0.45 per warrant. The warrants were issued as financing costs and
total deferred financing cost of $173,114 was recorded in relation to this
debt.
May 2008 Convertible
Debenture
In May
2008, Firstgold issued a convertible debenture in the principal amount of
$1,100,000 and bearing interest of 10% per annum. The Debentures and
accrued interest are convertible into shares of Firstgold common stock at a
conversion rate of $0.80 per share. The Debentures are due and
payable 20 months from the date of issue unless they are converted into shares
of the Company’s common stock or are repaid prior to their expiration
date. Additionally, the investor was issued warrants to purchase an
aggregate of 1,100,000 shares of Firstgold common stock exercisable at $1.00 per
warrant. The warrants were issued as financing costs and total
deferred financing cost of $296,102 was recorded in relation to this
debt. The May 2008 Convertible Debenture along with the $250,000 Note
Payable in Note 5 above is secured by all property of Firstgold.
NOTE
7 - COMMITMENTS AND CONTINGENCIES
Except
for the advance royalty and rent payments noted below, Firstgold is not
obligated under any capital leases or non-cancelable operating lease with
initial or remaining lease terms in excess of one year as of July 31,
2008. However, minimum annual royalty payments are required to retain
the lease rights to Firstgold’s properties.
Relief Canyon Mine
Our
mining property rights are represented by 141 unpatented mill site and mining
lode claims which were re-staked in October 2004 and June
2006. Unpatented mining claims are generally considered subject to
greater title risks than patented mining claims or real property interests that
are owned in fee simple. To remain valid, such unpatented claims are
subject to annual maintenance fees. As of July 31, 2008, we were
current in the payment of such maintenance fees.
During
1996, Repadre Capital Corporation (“Repadre”) purchased for $500,000 a net
smelter return royalty (Repadre Royalty). Repadre was to receive a
1.5% royalty from production at each of the Relief Canyon Mine and Mission
Mines. In July 1997, an additional $300,000 was paid by Repadre for an
additional 1% royalty from the Relief Canyon Mine. In October, 1997,
when the Mission Mine lease was terminated, Repadre exercised its option to
transfer the Repadre Royalty solely to the Relief Canyon Mine resulting in a
total 4% royalty. The total amount received of $800,000 has been
recorded as deferred revenue in the accompanying financial
statements.
On
February 8, 2007, a complaint was filed against ASDi, LLC, Crescent Red Caps
LLC, Firstgold, and Scott Dockter by the Lessors of the Crescent Valley and
Red Caps mining properties. The complaint was filed in the Sixth
Judicial District Court of Lander County, Nevada (Case No. 9661). In the
complaint the plaintiffs allege that ASDi, LLC wrongfully assigned its lessee
rights in the Crescent Valley and Red Caps mining properties to Crescent
Red Caps LLC (of which Firstgold is the Managing
Member).
In late
March, 2008 the parties reached a settlement agreement and the case was
dismissed by the Court on April 4, 2008. As a result of the
Settlement, Firstgold paid $150,000 to Plaintiffs and Firstgold, ASDi LLC and
Crescent Red Caps LLC relinquished all right, title and interest in the Red Caps
and Crescent Valley leases to the Plaintiffs. Consequently,
Firstgold no longer has any interest in these leases and will not pursue any
further exploration activity on such leased property.
On
September 24, 2007, a complaint was served on Firstgold by Swartz Private
Equity, LLC. The complaint was filed in the District Court for the
Western District of New York (Case No. 07CV6447). In the complaint,
plaintiff alleges that pursuant to an Investment Agreement dated October 4,
2000, and entered into with Firstgold’s former management, it is entitled to the
exercise of certain warrants in the amount of 1,911,106 shares of Firstgold
common stock or the equivalent cash value of $0.69 per share and a termination
fee of $200,000. Firstgold filed an answer to the complaint on
December 3, 2007 and expects to vigorously defend this action. The
lawsuit is now in the discovery phase.
On
January 30, 2008, a complaint was served on Firstgold by Park Avenue Consulting
Group, Inc. The complaint was filed in the Supreme Court of the State
of New York but was subsequently removed to the Federal District Court for the
Southern District of New York (Case No. 08CV01850). In the complaint,
plaintiff alleges that pursuant to a Retainer Agreement entered into on
September 1, 2000, it is entitled to $100,000 in retainer fees, $43,874 in
expenses, and 850,000 shares of common stock during the term of the
agreement. Firstgold is currently evaluating this lawsuit and expects
to vigorously defend this action.
Firstgold
is involved in various other claims and legal actions arising in the ordinary
course of business. In the opinion of management, the ultimate
dispositions of these matters will not have a material adverse effect on
Firstgold’s financial position, results of operations or liquidity.
NOTE
8 - SHAREHOLDERS' SURPLUS
Common
Stock
In
February 2008 warrants to purchase 250,000 shares of common stock were exercised
at an average exercise price of $0.25 per share.
In
February 2008 Firstgold received proceeds of $3,450,975 upon the issuance of
Units consisting of 5,309,193 shares of common stock and warrants to purchase
2,654,460 shares of common stock at an exercise price of $0.80 per share.
The warrants have a term of 18 months.
In March
2008 Firstgold received proceeds of $4,261,822 upon the issuance of Units
consisting of 6,556,650 shares of common stock and warrants to purchase
3,278,325 shares of common stock at an exercise price of $0.80 per share.
The warrants have a term of 18 months.
In April
2008 Firstgold received proceeds of $330,100 upon the issuance of Units
consisting of 507,846 shares of common stock and warrants to purchase 253,923
shares of common stock at an exercise price of $0.80 per share. The
warrants have a term of 18 months.
In April
2008 warrants to purchase 200,000 shares of common stock were exercised at an
exercise price of $0.50 per share.
In May
2008 Firstgold received proceeds of $300,000 upon the issuance of Units
consisting of 461,538 shares of common stock and warrants to purchase 230,769
shares of common stock at an exercise price of $0.80 per share. The
warrants have a term of 18 months.
In May
2008 Firstgold issued 127,999 shares of common stock to one person in settlement
of an existing note payable and accrued interest totaling $63,999.
Warrants
The fair
market value of warrants issued during the six months ended July 31, 2008 in
conjunction with the issuance of common stock was determined to be $1,836,890
and was calculated under the Black-Scholes option pricing model with the
following assumptions used:
The fair
value of these warrants has been recorded as both a debit and credit to
additional paid in capital.
The
following table presents warrant activity from January 31, 2008 through July 31,
2008:
|
|
|
Number
of
Shares
|
|
|
Weighted-
Average
Exercise
Price
|
|
|
|
|
|
|
|
|
|
Outstanding,
January31, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding,
July 31, 2008
|
|
|
|
|
|
|
|
|
Exercisable,
July 31, 2008
|
|
|
|
|
|
|
|
|
Stock
options
The 2006
Plan provides for the issuance of non-qualified or incentive stock options to
employees, non-employee members of the board and consultants. The exercise price
per share is not to be less than the fair market value per share of the
Company’s common stock on the date of grant. The Board of Directors has the
discretion to determine the vesting schedule. Options may be either immediately
exercisable or in installments, but generally vest over a three-year period from
the date of grant. In the event the holder ceases to be employed by the Company,
all unvested options terminate and all vested installment options may be
exercised within an installment period following termination. In general,
options expire ten years from the date of grant. Stockholders voting at the 2007
Annual Stockholders meeting held on September 20, 2007 approved an increase in
the shares issuable under the 2006 Plan to a total of 10,000,000.
Effective
February 1, 2006, the Company adopted Statement of Financial Accounting
Standards (SFAS) No. 123(R), Share-Based Payment (SFAS
123(R)), which requires the measurement and recognition of compensation expense
for all share-based payment awards made to employees and directors, including
stock options based on their fair values. Firstgold had not previously issued
any stock options prior to adoption of the 2006 Plan. In
March 2005, the SEC issued Staff Accounting Bulletin No. 107 (SAB 107) to provide
guidance on SFAS 123(R). The Company has applied SAB 107 in its adoption of SFAS
123(R).
The
Company adopted SFAS 123(R) using the modified prospective transition method as
of and for the three months ended April 30, 2008. In accordance with the
modified prospective transition method, the Company’s financial statements for
prior periods have not been restated to reflect, and do not include, the impact
of SFAS 123(R). Share-based compensation expense recognized is based on the
value of the portion of share-based payment awards that is ultimately expected
to vest. Share-based compensation expense recognized in the Company’s Statement
of Operations during the three months ended April 30, 2008 includes
compensation expense for share-based payment awards granted during the current
fiscal year.
In
conjunction with the adoption of SFAS 123(R), the Company elected to attribute
the value of share-based compensation to expense using the straight-line method.
Share-based compensation expense related to stock options and restricted stock
grants was $59,311 for the three months ended April 30, 2008, and was recorded
in the financial statements as operating expense.
For the
six months ended July 31, 2008 the Company’s calculations were made using the
Black-Scholes option pricing model with the following weighted average
assumptions: expected life, 36 months following the grant date; stock
volatility, 63.4%; risk-free interest rates of 1.77% to 2.97%; and no dividends
during the expected term. As stock-based compensation expense recognized in the
consolidated statement of operations pursuant to SFAS No. 123(R) is based
on awards ultimately expected to vest, expense for grants beginning upon
adoption of SFAS No. 123(R) on February 1, 2006 will be reduced for
estimated forfeitures. SFAS No. 123(R) requires forfeitures to be estimated
at the time of grant and revised, if necessary, in subsequent periods if actual
forfeitures differ from those estimates. Forfeitures are estimated based on
historical experience.
A summary
of the Company’s stock option activity is as follows:
|
|
|
|
|
|
|
Weighted
Ave.
|
|
|
Aggregate
|
|
|
|
|
#
of Shares
|
|
|
Exercise
Price
|
|
|
Intrinsic
Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding
as of January 31, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
|
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|
|
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|
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|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding
as of July 31, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable
as of July 31, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
NOTE
9 – SUBSEQUENT EVENT
In August
2008, Firstgold issued two Senior Secured Promissory Notes for up to a total of
$15,750,000. Funding of the Notes will occur in five tranches of
which the first occurred at the initial closing in August 2008 in the aggregate
amount of $6,742,625 (the “Initial Note Amount”). Two interim fundings
occurred in August and September 2008 and totaled $1,824,324. The
second tranche which is scheduled for not later than September 25, 2008, in the
amount of $3,433,051 will occur upon the expiration of appeal periods applicable
to certain operating and reclamation permits relating to its Relief Canyon Mine
properties. Three additional tranches of $1,250,000 each will be
available during the months of November and December, 2008 and January 2009
subject to the Company achieving certain operational conditions. The
loans bear an interest rate of 4% per annum with interest payments commencing in
September, 2008. The loans will be due and payable on March 1,
2010.
In
conjunction with the making of the loan, the Lenders were issued Warrants to
purchase 15,000,000 shares of the Company’s common stock at an exercise price of
$.4357 cents per share which may be adjusted downward based on future market
conditions but in no event less than $.3961 cents per share. The
Warrants have a term of 3 years. The Warrants also provide for a Put Right in
which the Warrant holder after August 7, 2009 may require the Company to
repurchase the Warrants at a redemption price of $.30 per
Warrant. The Put Right is exercisable for a period of one year. In
addition, participating brokers will be issued Warrants to purchase up to
1,050,000 shares of common stock having the same terms as set forth above except
with no Put Right included.
In August
2008 Firstgold increased the reclamation cost deposit from $613,500 to
$2,797,346 which was placed in a blocked account with its bank in Sacramento,
California.
In August
2008 the May 2008 Convertible Debenture and note payable were repaid in full for
the amount of $1,459,707.
Caution
About Forward-Looking Statements
This Form
10-Q includes “forward-looking” statements about future financial results,
future business changes and other events that haven’t yet
occurred. For example, statements like Firstgold “expects,”
“anticipates” or “believes” are forward-looking statements. Investors
should be aware that actual results may differ materially from Firstgold's
expressed expectations because of risks and uncertainties about the
future. Firstgold does not undertake to update the information in
this Form 10-Q if any forward-looking statement later turns out to be
inaccurate. Details about risks affecting various aspects of
Firstgold’s business are discussed in Firstgold’s Form 10-KSB as well as
throughout this Form 10-Q and should be considered carefully.
Overview
We are an
exploration-stage company engaged in the acquisition, exploration and, if
warranted, development of various mining properties located in the State of
Nevada. We are currently conducting a comprehensive exploration and
development program on various mineral leases associated with our Relief Canyon
Mine property located near Lovelock, Nevada. Since February 1, 2007 we have
completed drilling 83 reverse circulation drill holes . We have also
drilled a total of 57 sonic holes reverse circulation holes in the
existing heap leach pads to assess the economic potential of reprocessing the
ore and extracting any remaining gold. These drill results will be
added to the historic drill hole database to help develop a new mining plan for
Relief Canyon Mine property.
In
preparation for the resumption of ore processing at the Relief Canyon Mine, on
August 7, 2007 we received an “Approval of the Relief Canyon Mine Heap
reprocessing amendment to the Plan of Operations” from the Bureau of Land
Management (“BLM”). In conjunction with the BLM action, Firstgold
increased its posted reclamation bond to $2.8 million with the BLM.
On August
16, 2008 an “Amended Reclamation Permit No. 264” issued by the Nevada Division
of Environmental Protection (“NDEP”) became final. In addition, Firstgold has
recently received its Water Pollution Control Permit and Air quality Permit from
the NDEP.
The above
approval and permits allow Firstgold to begin construction of a new heap leach
pad and to construct and operate an ADR Process Plant and crushing facility at
the Relief Canyon Mine site.
In
October 2006, we entered into a Mineral Lease Agreement to explore, and, if
warranted, develop up to 25,000 acres of property called Antelope Peak
located in Elko County, Nevada. The Lease allows us the exclusive
right to explore for, and, if warranted, develop gold, silver and barite
minerals on the leased property. Exploration activity has commenced
on this property.
We have
conducted preliminary sampling of approximately 4,200 acres of potentially
mineralized ground in the Horse Creek area located approximately 100 miles
northeast of Reno, Nevada. During the course of the property
evaluation, rock chip samples were collected showing the potential presence of
intrusion-related mineral systems. During the third quarter we
commenced the extensive mapping of the area’s bedrock
geology. Additionally, we plan to conduct an airborne geophysical
survey to map the magnetic character of the rocks. Geochemical
exploration efforts continued with more rock chip sampling as well as an
in-depth soil sampling survey.
On
January 11, 2008 we secured claims on approximately 2,300 acres of potentially
mineralized ground near Fairview, Nevada referred to as the Fairview-Hunter
property. We are conducting preliminary sampling of the
area. During the course of the property evaluation, rock chip samples
were collected. The next phase of this project will be to conduct
extensive mapping of the area’s bedrock geology. Additionally, we
plan to conduct an airborne geophysical survey to map the magnetic character of
the rocks. Geochemical exploration efforts will continue with more
rock chip sampling as well as an in-depth soil sampling survey.
On
February 22, 2008, we secured claims on approximately 3,300 acres of potentially
mineralized ground north of Winnemucca, Nevada referred to as the Honorine Gold
property. We are conducting preliminary sampling of the
area. During the course of the property evaluation, rock chip samples
were collected. The next phase of this project will be to conduct
extensive mapping of the area’s bedrock geology. Additionally, we
plan to conduct an airborne geophysical survey to map the magnetic character of
the rocks. Geochemical exploration efforts will continue with more
rock chip sampling as well as an in-depth soil sampling survey.
In July
2008, Firstgold opened a full service metals and mineral assay laboratory in
Lovelock, Nevada. The laboratory will process mineral samples from
Firstgold’s Relief Canyon Mine, other Firstgold exploration properties and
provide excess capacity to process mined samples from other outside mining and
exploration companies. At peak operation, the laboratory is designed
to process up to 2,200 fire assays and up to 250 geochemical analyses per
day.
Plan
of Operations for the Next Twelve Months
Certain
key factors and objectives will affect our future financial and operating
results. These include, but are not limited to the
following:
-
Our
proposed exploration of properties now include 146 mill site and unpatented
mining claims contained in about 1,000 acres of the Relief Canyon Property;
the 25,000 acre Antelope Peak property; and approximately 4,200 acres in the
Horse Creek area of Nevada; 2,300 acres near Fairview, Nevada and 3,300 acres
near Winnemucca, Nevada.
-
Our
operating plan is to continue exploration work on the Relief Canyon
mining property during calendar 2008. During 2008, we
plan to resume heap leaching at the Relief Canyon Mine and we anticipate
commencing ore processing at the Relief Canyon Mine
thereafter. Through the sale of additional securities and/or the
use of joint ventures, royalty arrangements and partnerships, we intend to
progressively enlarge the scope and scale of our current exploration, and
future mining and processing operations, thereby potentially increasing our
chances of locating and processing commercially viable ore deposits which
could increase both our annual revenues and ultimately our net
profits. Our objective is to achieve annual growth rates in revenue
and net profits for the foreseeable future.
-
We
expect to make capital expenditures in calendar years 2008 and 2009 of between
$5 million and $10 million, including costs related to the exploration,
development and operation of the Relief Canyon mining
property. We will have to raise additional outside capital to pay
for these activities and the continuation of exploration activities and
possible future production at the Relief Canyon
mine.
-
Additional
funding or the utilization of other venture partners will be required to fund
exploration, research, development and operating expenses at the Horse
Creek, Antelope Peak, Fairview-Hunter and Honorine Gold properties
when and if such activity is commenced at these properties. In the past we
have been dependent on funding from the private placement of our securities as
well as loans from related and third parties as the sole sources of capital to
fund operations.
Results
of Operation
Our
current business strategy is to invest in, explore and if warranted, conduct
mining operations of our current mining properties and other mineral producing
properties. Firstgold is a public company that in the past has been
engaged in the exploration, acquisition and development of gold-bearing
properties in the continental United States. Currently, our principal
assets include various mineral leases associated with the Relief Canyon Mine
located near Lovelock, Nevada along with various items of mining equipment and
improvements located at that site. We have also entered into (i) a
mineral lease to explore approximately 25,000 acres of property located in Elko
County, Nevada; ii) the staking of approximately 4,200 acres of property located
in Humboldt County, Nevada; (iii) claims to explore 2,300 acres of property
located near Fairview, Nevada; and (iv) mineral leases on 3,300 acres of
property located near Winnemucca, Nevada.
Operating Results for the
Fiscal Quarters Ended July 31, 2008 and 2007
Although
we commenced efforts to re-establish our mining business early in fiscal year
2004, no mining operations have commenced and no revenues from mining operations
have been recognized during the quarters ended July 31, 2008 and 2007,
respectively. We have granted a 4% net smelting return royalty to a
third party related to the Relief Canyon mining property which has been
recorded as an $800,000 deferred option income. During the second
quarter of fiscal year 2009 we recognized revenue of $369,567 from the leasing
of drill rigs and crew to other nearby mining operations.
During
the quarter ended July 31, 2008 we spent $1,622,102 for exploration, reclamation
and maintenance expenses related to our mining
properties. Reclamation and maintenance expenses expended during the
same quarter ended July 31, 2007 were $337,134. These expenses relate
primarily to exploration activities and installation of processing facilities at
the Relief Canyon Mine. The increase in costs was due to extensive
building and facility expansion at the Relief Canyon mine and significant
exploration drilling. During the quarter ended July 31, 2008 we
expended approximately $78,098 on preliminary exploration activities at the
Antelope Peak, Horse Creek, Fairview-Hunter and Honorine Gold
properties.
We
incurred operating expenses of $1,497,520 during the quarter ended July 31,
2008. Of this amount, $35,206 reflects promotion expense, $135,433
reflects officer and director compensation during the quarter and $286,085
reflect fees for outside professional services. We incurred operating
expenses of $1,225,917 during the quarter ended July 31, 2007. Of
this amount, $197,140 reflects outside director compensation expense, $113,882
reflects promotion expense, $93,500 reflects officer compensation and related
payroll taxes during the quarter and $224,717 reflect fees for outside
professional services.
A large
portion of the outside professional services reflects legal and accounting work
pertaining to our annual and quarterly reporting on Form 10-KSB and Form 10-Q
occurring in fiscal year 2008 and 2009 respectively, as well as the preparation
and filing of Amended Form SB-2’s. It is anticipated that both mining
costs and operating expenses will increase significantly as we continue our
exploration program and prepare for mining operations.
We
incurred interest expense of $121,305 during the quarter ended July 31, 2008
which compares to interest expenses of $275,580 incurred during the same quarter
of 2007. The principal balance of loans outstanding at the end of the
second quarter of fiscal year 2009 decreased by $1,221,584 to $2,149,908
compared to a principal balance of $ 3,371,492 outstanding at the end of the
second quarter of fiscal year 2008, which was primarily the result of a decrease
in convertible debentures. The decrease in interest expense during
the quarter ended July 31, 2008 was primarily due to the decrease in the
principal balance of loans outstanding during the period offset by the write-off
of unamortized debt costs related to convertible debt which was converted in
full during the period.
Our total
net loss for the quarter ended July 31, 2008 increased to $2,847,040 compared to
a net loss of $842,028 incurred for the same quarter ended July 31,
2007. The larger net loss in the second quarter of fiscal 2009
reflects the substantial increase in the exploration and mine site improvement
expenses as well as an increase in operating expenses. The increase in net
loss for the quarter ended July 31, 2008 was partially offset by the net sales
revenue recognized during the quarter.
Operation
results for the Six Months Ended July 31, 2008 and 2007
During
the six months ended July 31, 2008 we recognized revenue of $645,360 from the
leasing of drill rigs and crew to other nearby mining operations.
During
the six months ended July 31, 2008, we spent $3,013,513 on exploration,
reclamation and building and facilities expansion expenses related to our mining
properties. Reclamation and maintenance expenses expended during the
six months ended July 31, 2007, were $463,815. These expenses relate
primarily to repairing and upgrading costs required to resume exploration
drilling of our Relief Canyon mining claims. We incurred
operating expenses of $2,968,926 during the six months ended July 31,
2008. Of this amount, $113,505 reflects promotion expense; $363,893
reflects director and officer compensation; and $1,253,900 reflects fees for
outside professional services. A large portion of the outside and
professional services reflects legal and accounting work pertaining to our
annual and quarterly reporting on Form 10-KSB and Form 10-Q and financing
activities. During the six months ended July 31, 2007, we incurred
operating expenses of $2,211,602, of which $187,000 represented officer
compensation, and $349,249 reflected fees for outside professional
services. It is anticipated that both mining costs and operation
costs will increase significantly as we continue our exploration program and
initiate mining operations.
We
incurred interest expense of $155,910 during the six months ended July 31, 2008,
which compares to interest expenses of $523,539 incurred during the same six
months of 2007. The principal balance of loans outstanding during the
first six months of the fiscal year 2009 decreased by $1,221,584, compared to
the same six months for the fiscal year 2008, which was primarily the result of
the increase in Convertible Debentures. The decrease in additional
interest expense during the six months ended July 31, 2008, was primarily due to
the decrease in outstanding Convertible Debentures.
Our total
net loss of the six months ended July 31, 2008, increased to $5,447,606 compared
to a net loss of $3,819,642 incurred for the same six months ended July 31,
2007. The higher net loss in the first six months of fiscal 2009
reflects the increase in exploration, maintenance, and operating expenses as we
reactivate our exploration activities, construct processing facilities and
establish a mineral assay laboratory which expenses were partially offset by
revenues recognized during the first six months of fiscal 2009.
Liquidity
and Capital Resources
We have
incurred significant operating losses since inception and during the six months
ended July 31, 2008 which has resulted in an accumulated deficit of $36,638,746
as of July 31, 2008. At July 31, 2008, we had cash and other current
assets of $997,745 compared to $1,125,613 at January 31, 2008 and a net working
capital deficit of $3,231,051 as of July 31, 2008. Since the
resumption of our business in February 2003, we have been dependent on borrowed
or invested funds in order to finance our ongoing operations. As of
July 31, 2008, we had outstanding debentures and notes payable in the gross
principal amount of $2,149,908 (net balance of $1,984,341 after $(165,567) of
deferred financing costs) which reflects a decrease in the gross principal
balance of $1,221,584 compared to notes payable in the gross principal amount of
$3,371,492, (net balance of $4,738,773 after $(1,868,149) of note payable
discount and deferred financing costs and $3,235,430 of derivative liabilities)
as of July 31, 2007.
During
the six months ended July 31, 2008 we received proceeds of $7,621,515 from the
issuance of stock and $1,405,966 from notes payable.
Subsequent
to the end of the second fiscal quarter, we secured an additional $12,000,000 in
senior secured notes payable above the amounts outstanding at July 31, 2008
which should be sufficient to bring the Relief Canyon Mine into full production
and carry out planned initial exploration on our other
properties. Subsequent to this funding we believe we have sufficient
working capital to fund our current business plan for
Relief Canyon. However, should additional funds become
necessary, our intention would be to pursue several possible funding
opportunities including the sale of additional securities, entering into joint
venture arrangements, or incurring additional debt.
Due to
our continuing losses from business operations, the independent auditor’s report
dated May 15, 2008, includes a “going concern” explanation relating to the fact
that Firstgold’s continuation is dependent upon obtaining additional working
capital either through significantly increasing revenues or through outside
financing. As of July 31, 2008, Firstgold’s principal commitments
included its obligation to pay ongoing maintenance fees on 146 unpatented mining
claims, the annual minimum rent due on the Winchell Ranch mineral
lease and mortgage payments relating to its offices in Lovelock,
Nevada.
It is
likely that we will need to raise additional capital to fund the long-term or
expanded development, promotion and conduct of our mineral
exploration. Due to our limited cash flow, operating losses and
limited assets, it is unlikely that we could obtain financing through commercial
or banking sources. Consequently, any future capital requirements
will be dependent on cash infusions from our major stockholders or other outside
sources in order to fund our future operations. Although we believe
that our creditors and investors would continue to fund Firstgold’s expenses if
such became necessary based upon their significant debt and/or equity interest
in Firstgold, there is no assurance that such investors would continue to pay
our expenses in the future. If adequate funds are not available in
the future, through public or private financing as well as borrowing from other
sources, Firstgold might not be able to sustain its mineral
exploration or mining program.
Recent Financing
Transactions
During
February, March and April of 2008, Firstgold received gross proceeds of
$8,042,897 upon the private placement of Units consisting of 12,373,689 shares
of common stock and warrants to purchase 6,186,845 shares of common stock at an
exercise price of $0.80 per share. The warrants have a term of
18 months.
On May 1,
2008, we issued a Convertible Debenture in the principal amount of $1,100,000
and bearing interest of 10% per annum. The transaction included the issuance of
warrants to purchase 1,100,000 shares of Firstgold common stock at an exercise
price of $1.00 per share. On July 11, 2008 we issued a Note Payable
in the principal amount of $250,000 and bearing interest of 12% per
annum. The transaction included the issuance of warrants to purchase
500,000 of Firstgold common stock at an exercise price of $0.50 per
share. On August 7, 2008 both the Convertible Debenture and the Note
Payable were repaid in full for the amount of $1,459,707.
Subsequent
to the end of the second fiscal quarter and through September 15, 2008,
Firstgold issued Senior Promissory Notes in the principal amount of $8,566,949
which resulted in net proceeds to Firstgold of $6,252,583. The
transaction included the issuance of warrants to purchase 15,000,000 shares of
Firstgold common stock at an exercise price of $0.4357 per share.
Off-Balance Sheet
Arrangements
During
the fiscal quarter ended July 31, 2008, Firstgold did not engage in any
off-balance sheet arrangements as defined in Item 303(a) of the SEC’s Regulation
S-K.
Critical
Accounting Policies
The
discussion and analysis of our financial conditions and results of operations
are based upon our financial statements, which have been prepared in accordance
with generally accepted accounting principles in the United
States. The preparation of financial statements requires management
to make estimates and disclosures on the date of the financial
statements. On an on-going basis, we evaluate our estimates,
including, but not limited to, those related to revenue
recognition. We use authoritative pronouncements, historical
experience and other assumptions as the basis for making
judgments. Actual results could differ from those
estimates. We believe that the following critical accounting policies
along with those set forth in Note 3 to the financial statements, affect our
more significant judgments and estimates in the preparation of our financial
statements.
Valuation of long-lived
assets
Long-lived
assets, consisting primarily of property and equipment, patents and trademarks,
and goodwill, comprise a significant portion of our total
assets. Long-lived assets are reviewed for impairment whenever events
or changes in circumstances indicate that their carrying values may not be
recoverable. Recoverability of assets is measured by a comparison of
the carrying value of an asset to the future net cash flows expected to be
generated by those assets. The cash flow projections are based on
historical experience, management’s view of growth rates within the industry,
and the anticipated future economic environment.
Factors
we consider important that could trigger a review for impairment include the
following:
(a) significant
underperformance relative to expected historical or projected future operating
results,
(b) significant
changes in the manner of its use of the acquired assets or the strategy of its
overall business, and
(c) significant
negative industry or economic trends.
When we
determine that the carrying value of long-lived assets and related goodwill and
enterprise-level goodwill may not be recoverable based upon the existence of one
or more of the above indicators of impairment, we measure any impairment based
on a projected discounted cash flow method using a discount rate determined by
our management to be commensurate with the risk inherent in its current business
model.
Exploration
Costs
Exploration
costs are expensed as incurred. All costs related to property
acquisitions are capitalized.
Mine Development
Costs
Mine
development costs consist of all costs associated with bringing mines into
production, to develop new ore bodies and to develop mine areas substantially in
advance of current production. The decision to develop a mine is based on
assessment of the commercial viability of the property and the availability of
financing. Once the decision to proceed to development is made, development and
other expenditures relating to the project will be deferred and carried at cost
with the intention that these will be depleted by charges against earnings from
future mining operations. No depreciation will be charged against the property
until commercial production commences. After a mine has been brought into
commercial production, any additional work on that property will be expensed as
incurred, except for large development programs, which will be deferred and
depleted.
Reclamation
Costs
Reclamation
costs and related accrued liabilities, which are based on our interpretation of
current environmental and regulatory requirements, are accrued and expensed,
upon determination.
Based on
current environmental regulations and known reclamation requirements, management
has included its best estimates of these obligations in its reclamation
accruals. However, it is reasonably possible that our best estimates
of our ultimate reclamation liabilities could change as a result of changes in
regulations or cost estimates.
Disclosure Controls and
Procedures.
Firstgold
maintains a set of disclosure controls and procedures designed to ensure that
information required to be disclosed in reports that it files or submits under
the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed,
summarized and reported within the time periods specified in Securities and
Exchange Commission rules and forms. In addition, the disclosure
controls and procedures ensure that information required to be disclosed is
accumulated and communicated to management, including the chief executive
officer (CEO) and the chief financial officer (CFO), allowing timely decisions
regarding required disclosure. We carried out an evaluation under
the supervision and with the participation of management, including our CEO and
CFO, of the effectiveness of the design and operation of our disclosure controls
and procedures (as defined under Rules 13a-15(e) and 15d-15(e) under the
Exchange Act as of the end of the quarter covered by this
report. Based upon that evaluation, our CEO and CFO concluded that
our disclosure controls and procedures are effective in timely alerting them to
material information relating to us (including our consolidated subsidiary) that
is required to be included in our periodic reports.
Changes in Internal Control
Over Financial Reporting
As
described more fully in our Annual Report on Form 10-KSB for the year ended
January 31, 2008, our management periodically assesses our internal controls
over financial reporting based upon the criteria set forth in the Internal
Control-Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission (the “COSO Framework”). Based on this assessment,
including testing, our management determined that as of January 31, 2008 we had
the following material weaknesses in our internal control over financial
reporting:
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1.
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Deficiencies
in Segregation of Duties. Firstgold lacked adequate segregation of duties
in our financial reporting process, as our CFO serves as our only
qualified internal accounting and financial reporting personnel, and as
such, performs substantially all accounting and financial reporting
functions with the assistance of an inexperienced internal
accountant.
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2.
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Deficiencies
in Firstgold’s financial reporting process controls. We did not
consistently prepare and review account reconciliations and analyses for
significant financial statement accounts on a timely
basis.
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To
address and remediate these material weaknesses, we implemented the following
changes to our internal controls over financial reporting during the period
covered by this report:
For the
material weakness concerning deficiencies in segregation of duties, we created
the position of Operations Controller and hired an experienced accounting
professional to fill the position.
For the
material weakness concerning deficiencies in the financial reporting process, we
have developed the following remediation plan that will enhance our current
policies and procedures. All material accounts are now reconciled on
a timely basis.
No
changes to our financial statements as filed with the SEC have been required as
a result of the ineffectiveness of our previously identified internal
disclosure controls and procedures.
Other
than the items identified above, during the quarter covered by this report,
there was no change in Firstgold’s internal control over financial reporting
that has materially affected, or is reasonably likely to materially effect, the
Company’s internal control over financial reporting
PART
II - OTHER INFORMATION
We are a
development stage company and an investment in, or ownership position in our
common stock is inherently risky. Some of these risks pertain to our
business in general, and others are risks which would only affect our common
stock. The price of our common stock could decline and/or remain
adversely affected due to any of these risks and investors could lose all or
part of an investment in our company as a result of any of these risks coming to
pass. Readers of this Report should, in addition to considering these risks
carefully, refer to the other information contained in this Report, including
disclosures in our financial statements and all related notes. If any
of the events described below were to occur, our business, prospects, financial
condition, or results of operations or cash flow could be materially adversely
affected. When we say that something could or will have a material
adverse effect on Firstgold, we mean that it could or will have one or more of
these effects. We also refer readers to the information in this
Report, discussing the impact of Forward-Looking Statements on the descriptions
contained in this Report and included in the Factors discussed
below.
As an
exploration stage company with no proven mineral reserves, we may not be able to
prove viable mineral reserves or achieve positive cash flows and our limited
history of operations makes evaluation of our future business and prospects
difficult. We reactivated our business operations in early 2003 and
we have not generated any revenues, other than leasing certain of our drill rigs
and crew for short periods of time, since our reactivation. As a
result, we have only a limited operating history upon which to evaluate our
future potential performance. Our prospects must be considered in
light of the risks and difficulties encountered by companies which have not yet
established their mining operations.
We
believe we currently have sufficient funds to finance our near-term mining
activities at the Relief Canyon Mine and preliminary exploration activities at
our other properties. We had cash reserves of $114,765 and a working
capital deficit of $3,231,051 as of July 31, 2008. However, our
ability to fully implement our business plan and meet our long-term obligations
in the ordinary course of business is dependent upon our ability to raise
additional capital through public or private equity financings, establish cash
flows from operations, enter into joint ventures or other arrangements with
capital sources, or secure other sources of financing to fund operations. Our
continuing reliance on outside capital is a consequence of our negative cash
flows from operations.
At any
time, a serious deficiency in cash flows could occur and it is not always
possible or convenient to raise additional capital. A problem in
raising capital could result in temporary or permanent insolvency and
consequently potential claims by unpaid creditors and perhaps closure of the
business.
Our
current independent certified public accountants have expanded their opinion
contained in our financial statements as of and for the years ended January 31,
2008, and January 31, 2007 to include an explanatory paragraph related to our
ability to continue as a going concern, stating, in the audit report dated May
15, 2008, that “the Company has incurred a net loss of $7,632,537 and had
negative cash flow from operations of $4,832,217. In addition, the
Company had an accumulated deficit of $31,391,142 and a shareholders’ surplus of
$5,174,290 at January 31, 2008.” These factors, among others, as
discussed in “Note 2- Going Concern” to the financial statements, raise
substantial doubt about our ability to continue as a going
concern. The auditors recognize that the cash flow uncertainty makes
their basic assumptions about value uncertain. When it seems
uncertain whether an asset will be used in a “going concern” or sold at auction,
the auditors assume that the business is a “going concern” for purposes of all
their work, and then they disclose that there is material uncertainty about that
assumption. It is certain, in any case, that analysts and investors
view unfavorably any report of independent auditors expressing substantial doubt
about a company's ability to continue as a going concern.
The price
of gold has experienced an increase in value over the past five years, generally
reflecting among other things relatively low interest rates in the United
States; worldwide instability due to terrorism; inflation affecting the US
dollar and a slow recovery from the global economic slump. Any
significant drop in the price of gold may have a materially adverse affect on
the results of our operations unless we are able to offset such a price drop by
substantially increased production.
We have
no proven or probable reserves and have no ability to currently measure or prove
our reserves other then estimating such reserves relying on information produced
in the 1990’s and thus may be unable to actually recover the quantity of gold
anticipated. We have retained SRK Engineering to perform a resource
evaluation. We can only estimate a potential mineral resource which
is a subjective process which depends in part on the quality of available data
and the assumptions used and judgments made in interpreting such
data. There is significant uncertainty in any resource estimate such
that the actual deposits encountered or reserves validated and the economic
viability of mining the deposits may differ materially from our
expectations.
Gold
exploration is highly speculative in nature. Success in exploration
is dependent upon a number of factors including, but not limited to, quality of
management, quality and availability of geological data and availability of
exploration capital. Due to these and other factors, the probability
of our exploration program identifying individual prospects having commercially
significant reserves cannot be predicted. It is likely that many of
the claims explored will not contain any commercially viable
reserves. Consequently, substantial funds will be spent on
exploration which may identify only a few, if any, claims having commercial
development potential. In addition, if commercially viable reserves
are identified, significant amounts of capital will be required to mine and
process such reserves.
Our
mining property rights consist of 146 mill site and unpatented mining claims at
the Relief Canyon Mine, our leasehold interest in the Antelope Peak,
Fairview-Hunter and Honorine Gold properties, and recently staked claims in the
Horse Creek area of Nevada. The validity of unpatented mining claims
is often uncertain and is always subject to contest. Unpatented
mining claims are generally considered subject to greater title risk than
patented mining claims, or real property interests that are owned in fee
simple. If title to a particular property is successfully challenged,
we may not be able to carryout exploration programs on such property or to
retain our royalty or leasehold interests on that property should production
take place, which could reduce our future revenues.
Mining is
subject to extensive regulation by state and federal regulatory
authorities. State and federal statutes regulate environmental
quality, safety, exploration procedures, reclamation, employees’ health and
safety, use of explosives, air quality standards, pollution of stream and fresh
water sources, noxious odors, noise, dust, and other environmental protection
controls as well as the rights of adjoining property owners. We
believe that we are currently operating in substantial compliance with all known
safety and environmental standards and regulations applicable to our Nevada
property. However, there can be no assurance that our compliance
could not be challenged or that future changes in federal or Nevada laws,
regulations or interpretations thereof will not have a material adverse affect
on our ability to resume and sustain mining operations.
The
business of gold mining is subject to certain types of risks, including
environmental hazards, industrial accidents, and theft. We carry
insurance against certain property damage loss (including business interruption)
and comprehensive general liability insurance. While we maintain
insurance consistent with industry practice, it is not possible to insure
against all risks associated with the mining business, or prudent to assume that
insurance will continue to be available at a reasonable cost. We have
not obtained environmental liability insurance because such coverage is not
considered by management to be cost effective. We currently carry
insurance on our property, plant and equipment as well as comprehensive general
liability insurance.
As of
August 29, 2008, Firstgold had approximately 130,845,543 shares of Common Stock
outstanding and options and warrants to purchase a total of 64,922,821 shares of
our Common Stock were outstanding as of August 29, 2008. The
possibility that substantial amounts of our outstanding Common Stock may be sold
by investors or the perception that such sales could occur, often called "equity
overhang," could adversely affect the market price of our Common Stock and could
impair our ability to raise additional capital through the sale of equity
securities in the future.
On May 1,
2008, we issued a Convertible Debenture in the principal amount of $1,100,000
and bearing interest of 10% per annum. The Debenture and accrued interest are
convertible into shares of Firstgold common stock at a conversion rate of $0.80
per share. The Debenture is due and payable 20 months from the date of issue.
The Debenture was secured by all of our assets including the Relief Canyon
Mine. The transaction included the issuance of warrants to purchase
1,100,000 shares of Firstgold common stock at an exercise price of $1.00 per
share. The proceeds of this Debenture were used to fund working
capital needs.
Subsequent
to the end of the second fiscal quarter, in August 2008, Firstgold issued Senior
Secured Promissory Notes in the aggregate principal amount of $7,215,597 which
resulted in net proceeds to Firstgold of $5,252,584. On September 10,
2008, Firstgold issued additional Senior Promissory Notes in the aggregate
principal amount of $1,351,351, which resulted in net proceeds to Firstgold of
$1,000,000. The Notes bear interest of 4% per annum payable monthly
and are due and payable on March 1, 2010. In addition, commencing in
December 2008, Firstgold is required to make minimum monthly principal reduction
payments of $400,000. The Notes are secured by all of the assets of Firstgold
including its interests in the Relief Canyon Mine property and
facilities. The proceeds of these Notes will be used to fund the
final permitting, deposits and facility construction at the Relief Canyon Mine
site.
The
issuance of the above-referenced debt instruments and warrants were made without
any public solicitation to a limited number of investors or related individuals
or entities. Each investor represented to us that the securities were
being acquired for investment purposes only and not with an intention to resell
or distribute such securities. Each of the individuals or entities
had access to information about our business and financial condition and was
deemed capable of protecting their own interests. The debt
instruments and warrants were issued pursuant to the private placement exemption
provided by Section 4(2) and Regulation D there under or Section 4(6) of the
Securities Act. The debenture and notes are deemed to be “restricted
securities” as defined in Rule 144 under the Securities Act and the warrant
certificates and stock certificates bear a legend limiting the resale
thereof.
In
January 2008, Firstgold filed an application to become listed on the Toronto
Stock Exchange (“TSX”). This application had been pending with the
TSX while Firstgold satisfied various listing requirements, including securing
additional capital. On May 12, 2008, the TSX approved Firstgold’s
application for listing its common shares and, effective May 14, 2008,
Firstgold’s shares became listed for trading under the symbol
“FGD”. Firstgold’s common stock continues to be listed for trading on
the OTC Bulletin Board market under the symbol “FGOC”.
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10.20(b)
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10.29(a)
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10.29(b)
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31.1
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31.2
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32
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In
accordance with the requirements of the Securities Exchange Act of 1934, the
Registrant has caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
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FIRSTGOLD
CORP.
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Dated:
September 19, 2008
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By:
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/s/
STEPHEN AKERFELDT |
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Stephen
Akerfeldt, Chief Executive Officer
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/s/
JAMES KLUBER |
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James
Kluber, Principal Accounting Officer and Chief Financial
Officer
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