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Silver Range Resources Ltd. — Interim / Quarterly Report 2023
Aug 17, 2023
46877_rns_2023-08-17_ac4b91a3-6810-4076-bc28-9b20f8d49ec4.pdf
Interim / Quarterly Report
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Management Discussion and Analysis for the Three Months and the Six Months ended June 30, 2023 (including Subsequent Events to August 17, 2023)
The following discussion and analysis of the results of operations and financial condition of Silver Range Resources Ltd. ("Silver Range") for the three months and the six months ended June 30, 2023 should be read in conjunction with the Silver Range condensed interim consolidated financial statements and related notes for the three months and the six months ended June 30, 2023 and the audited consolidated financial statements and related notes for the twelve months ended December 31, 2022. All Silver Range financial statements are prepared in accordance with the International Financial Reporting Standards ("IFRS").
Management is responsible for the preparation and integrity of the financial statements, including the maintenance of appropriate information systems, procedures and internal controls. Management is also responsible for ensuring that information disclosed externally, including the financial statements and Management Discussion and Analysis ("MD&A"), is complete and reliable.
The Silver Range financial statements, MD&A and all other continuous disclosure documents are filed with Canadian securities regulators and are available for review under the Silver Range profile at www.sedarplus.ca.
FORWARD-LOOKING STATEMENTS
Except for statements of historical fact, certain information contained herein constitutes forwardlooking statements. Forward-looking statements are usually identified by use of certain terminology, including "will", "believes", "may", "expects", "should", "seeks", "anticipates" or "intends" or by discussions of strategy or intentions. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results or achievements to be materially different from any future results or achievements expressed or implied by such forward-looking statements.
Forward-looking statements are statements that are not historical facts, and include but are not limited to: estimates and their underlying assumptions; statements regarding plans; objectives and expectations with respect to the effectiveness of the Silver Range business model; future operations, products and services; the impact of regulatory initiatives on Silver Range operations; the size of and opportunities related to the market for Silver Range products; general industry and macroeconomic growth rates; expectations related to possible joint or strategic ventures; and statements regarding future performance.
Forward-looking statements used in this MD&A are subject to various risks and uncertainties, most of which are difficult to predict and generally beyond the control of Silver Range. If risks or uncertainties materialize, or if underlying assumptions prove incorrect, the actual results may vary materially from those expected, estimated or projected. Silver Range undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as required by applicable securities laws. There can be no assurance that such statements will prove to be accurate, and future events and actual results could differ materially from those anticipated in such statements. Given these uncertainties, the reader of the information included herein is cautioned not to place undue reliance on such forward-looking statements.
DESCRIPTION OF BUSINESS
Silver Range is a prospect generation mineral exploration company with a specific focus on generating, acquiring and vending targets hosting high grade gold and silver mineralization. It is based in Vancouver, British Columbia, Canada and its common shares are listed for trading on the TSX Venture Exchange (the "TSX-V").
Silver Range generates prospects through a combination of archival research and basic field investigations including prospecting and geochemical surveys. Prospective targets are acquired by staking and are then explored with geological mapping, sampling, geochemical and geophysical surveys to develop drill targets. In general, Silver Range will not drill the projects in its portfolio. Silver Range may occasionally drill a wholly owned project at its own cost where the potential benefits of a mineral discovery appear to significantly outweigh the exploration risk.
Silver Range selects targets with reported or sampled surface mineralization grading better than 5 grams per tonne (g/t) gold or 400 g/t silver, provided such targets fall within geological deposit models hosting deposits with overall grades meeting or exceeding these thresholds. The Silver Range property portfolio currently consists of 42 mineral properties located in Nevada, Arizona, the Northwest Territories, Nunavut and the Yukon Territory. The majority of exploration work carried out during 2023 will be focused on prospective targets in Nevada and Arizona.
Silver Range creates value and generates cash flow by selling interests in its projects to third parties. Silver Range will enter into property transactions at any stage from concept through completion of property exploration. Such property transactions may include outright sales; option to purchase arrangements; joint ventures; the generation and vending of royalties attached to projects; the generation of management fees to oversee exploration; and obtaining reimbursement for exploration expenditures. Intangible value may also be created through the negotiation of carried property interests.
Payments to Silver Range are made in cash or the securities in publicly trading or soon to be trading companies. Proceeds from property transactions are used first to defray the costs of general operation and to recapture the cost of project generation and exploration. Excess proceeds and property interests are retained as investments in the success of Silver Range projects and partner companies.
Silver Range seeks to increase shareholder value on a sustained basis by generating cash flow to defray operating and exploration expenses, thereby reducing any requirement to issue its own shares from treasury; by generating and maintaining interests in active exploration projects; and by acquiring significant equity interests in partner companies.
OVERALL PERFORMANCE
As of June 30, 2023, Silver Range had no debt and has sufficient funds to meet fixed overhead commitments for the next twelve months. See "Risks and Uncertainties" and "Liquidity and Capital Resources" for additional information.
| December 31, 2022 |
December 31, 2021 |
December 31, 2020 |
|
|---|---|---|---|
| Revenues | Nil | Nil | Nil |
| Net Income (Loss) | (\$1,191,749) | \$4,286,780 | \$158,750 |
| Net Income (Loss) per Share – Basic and Diluted |
(\$0.01) | \$0.05 | \$0.00 |
| Total Assets | \$10,085,246 | \$10,276,778 | \$5,235,372 |
| Total Long-term Financial Liabilities |
Nil | Nil | Nil |
| Cash Dividends Declared per Share |
Nil | Nil | Nil |
SELECTED ANNUAL INFORMATION
Silver Range incurred a net loss of approximately \$1,192,000 for the year ended December 31, 2022, compared to net income of approximately \$4,287,000 for the year ended December 31, 2021. This was caused by an increase in operating expenses of approximately \$368,000, a decrease in the gain on marketable securities of approximately \$522,000, a decrease in the gain on sale of mineral properties of approximately \$3,247,000, and an increase in mineral property impairments of approximately \$1,371,000.
SUMMARY FINANCIAL INFORMATION (for the eight financial quarters ended June 30, 2023)
The following table contains a comparison of the results for the last quarter with those of the previous seven quarters.
| Period Ending | Revenues | Net Income (Loss) | Net Income (Loss) per Share |
|---|---|---|---|
| June 30, 2023 | Nil | (\$270,409) | (\$0.00) |
| March 31, 2023 | Nil | (\$155,731) | (\$0.00) |
| December 31, 2022 | Nil | (\$985,853) | (\$0.01) |
| September 30, 2022 | Nil | (\$326,045) | (\$0.00) |
| June 30, 2022 | Nil | \$583,521 | \$0.01 |
| March 31, 2022 | Nil | (\$463,372) | (\$0.01) |
| December 31, 2021 | Nil | \$2,680,236 | \$0.03 |
| September 30, 2021 | Nil | \$1,442,612 | \$0.02 |
RESULTS OF OPERATIONS
Silver Range incurred a net loss for the three months ended June 30, 2023, of approximately \$270,000, compared to generating a net income for the three months ended June 30, 2022, of approximately \$584,000. Despite a decrease in operating expenses of approximately \$103,000, Silver Range incurred a net loss primarily attributable to a loss on marketable securities of approximately \$41,000 compared to a gain on marketable securities of approximately \$1,367,000 during the period ended June 30, 2022. Conversely, Silver Range incurred lower mineral property impairments totalling approximately \$63,000 compared to approximately \$548,000 for the three months ended June 30, 2022.
Silver Range incurred a net loss for the six months ended June 30, 2023, of approximately \$426,000, compared to generating net income for the six months ended June 30, 2022, of approximately \$120,000. A decrease in operating expenses by approximately \$275,000 was primarily attributable to a decrease in share-based payments of approximately \$271,000. The driver of the net loss incurred compared to the net income generated during the comparative period is primarily attributable to incurring a loss on marketable securities of approximately \$43,000 compared to a gain on marketable securities of approximately \$1,222,000 during the six months ended June 30, 2022. Project generation costs also increased by approximately \$44,000.
Proceeds from options, joint ventures and royalties
Proceeds from options, joint ventures and royalties on the projects for the three months ended June 30, 2023 and June 30, 2022 consisted of the following:
| Three months ended | Six months ended | |||
|---|---|---|---|---|
| June 30, | June 30, | June 30, | June 30, | |
| 2023 | 2022 | 2023 | 2022 | |
| \$ | \$ | \$ | \$ | |
| Proceeds from options (cash) | ||||
| Nunavut Projects | ||||
| South Kitikmeot | - | - | - | 22,637 |
| Nevada Projects | ||||
| Bellehelen | 22,354 | - | - | - |
| Cost recoveries from options (cash) | ||||
| Nevada Projects | ||||
| Bellehelen | - | - | 22,354 | - |
| East Gold Point (1) | - | 11,113 | - | 11,113 |
| Skylight | 5,974 | - | 5,974 | - |
| Cash proceeds received | 28,328 | 11,113 | 28,328 | 33,750 |
| Proceeds from options (common shares) | ||||
| Northwest Territories Projects | ||||
| Cabin Lake | - | - | 8,022 | - |
| Common share proceeds received | - | - | 8,022 | - |
| Total cash and common share proceeds from options | 28,328 | 11,113 | 36,350 | 33,750 |
LIQUIDITY AND CAPITAL RESOURCES
Working capital was \$621,076 at June 30, 2023 compared to \$1,069,399 at June 30, 2022.
(a) March 27, 2023 Financing
On March 27, 2023, Silver Range closed a 768,333 unit private placement. The units were sold at a price of \$0.15 for total proceeds of \$115,250. Each unit consisted of one common share and one-half (1/2) of a non-transferable share purchase warrant. A whole warrant entitles the holder to purchase one additional common share at a price of \$0.30 at any time on or before March 27, 2025. The proceeds from the private placement will be used primarily for exploration work in the southwest United States.
Canaccord Genuity Corp. ("Canaccord") received a cash finders' fees totalling \$315 and 2,100 finder's warrants to in connection with the private placement. The finder's warrants entitle Canaccord to purchase one common share at a price of \$0.30 at any time on or before March 27, 2025.
(b) March 1, 2023 Financing
On March 1, 2023, Silver Range closed a 3,333,333 common share private placement with Altius Resources Inc., a wholly owned subsidiary of Altius Minerals Corporation ("Altius"). The shares were sold at a price of \$0.15 each for proceeds of \$500,000.
The private placement was completed as part of an exploration alliance entered into between Silver Range and Altius and all proceeds will be used to fund project generative work and exploration activities on mineral properties located within specified areas of interest in the southwestern United States.
(c) April 2022 Financing
On April 11, 2022, Silver Range closed a 4,000,000 unit private placement. The units were sold at a price of \$0.15 each for proceeds of \$600,000. Each unit consisted of one common share and one non-transferable share purchase warrant. Each warrant entitles the holder to purchase one additional common share at a price of \$0.20 at any time on or before April 11, 2024.
Silver Range paid cash finders' fees totaling \$4,875 to GloRes Securities Inc. and Canaccord Genuity Corp. in connection with this private placement. The proceeds from the private placement were used as working capital and to fund exploration work on Silver Range mineral properties in Canada and Nevada.
(d) February 2021 Financing
On February 24, 2021, Silver Range closed a 2,330,000 unit private placement. The units were sold at a price of \$0.25 each for proceeds of \$582,500. Each unit consisted of one common share and one non-transferable share purchase warrant. Each warrant entitles the holder to purchase one additional common share at a price of \$0.33 at any time on or before February 24, 2024.
The proceeds from the 2021 private placement were used as working capital and to fund exploration work in Nevada.
(e) Equity Portfolio
As of August 17, 2023, Silver Range owned marketable securities of other publicly traded junior resource companies with a total market value of approximately \$239,500. These securities were acquired by Silver Range pursuant to various property option or sale agreements. See "Risks and Uncertainties" and "Forward Looking Statements" for additional information.
OFF-BALANCE SHEET ARRANGEMENTS
Silver Range does not utilize off-balance sheet arrangements.
SHAREHOLDER RIGHTS PLAN
A shareholder rights plan was ratified by the Silver Range shareholders at the Silver Range Annual General Meeting held on May 18, 2022. Silver Range believes that the shareholder rights plan preserves the fair treatment of shareholders and is consistent with Canadian corporate practice and institutional investor guidelines. The objective of the shareholder rights plan is to ensure that, in the event of a bid for control through acquisition of Silver Range's common shares, there are provisions in place to:
- provide for the orderly presentation of permitted bids to shareholders;
- provide adequate time for competing bids to emerge;
- ensure shareholders have an equal opportunity to participate in competing bids;
- give shareholders adequate time to properly assess any competing bids; and
• explore and develop alternatives for maximizing shareholder value.
Under the terms of the shareholder rights plan, Silver Range will distribute one right of exercise for every common share outstanding as at the time of record. The rights issued under the shareholder rights plan will become exercisable when a person, including any related parties, acquires or announces its intention to acquire 20 per cent or more of Silver Range's outstanding common shares without complying with the permitted bid provisions or without approval of Silver Range's Board of Directors. If that occurs, each right will entitle a holder, other than the acquiring person and related parties, to purchase common shares of Silver Range at a substantial discount to their market value. A permitted bid must be made through a takeover bid circular prepared in compliance with applicable securities laws, remain open for 60 days and satisfy certain other conditions.
As of August 17, 2023, 2023, Silver Range was not aware of any pending or threatened takeover bid for its common shares.
ACTIVE PROPERTY TRANSACTIONS
Silver Range currently has 19 active property disposition transactions with 11 unrelated companies. These include 8 option agreements covering 14 of Silver Range's properties, one joint venture agreement covering one project and four residual royalty interests in four formerly owned projects. A brief summary of the properties and the related transactions is presented below. More comprehensive descriptions of the properties subject to active transactions may be found on the Silver Range website (www.silverrangeresources.com).
(i) Silver Range Project
The Silver Range project consists of 5,342 mineral claims and is located approximately 30 km north of Faro, Yukon and was the initial focus of exploration work by Silver Range. Information related to the Silver Range project is available on the Silver Range website at www.silverrangeresources.com.
Under the terms of a 2016 letter of intent and as most recently amended on August 4, 2022, Broden, a private British Columbia company, holds an option to acquire a 100% interest in the Silver Range project by making a series of timed share issuances to Silver Range as specific milestone events are achieved over a period ending August 31, 2023. Silver Range will also retain net smelter return royalty interests of 2% on all future precious metals production and 1% on all future non-precious metals production from the Silver Range project.
In addition to the timed share issuances outlined above, the transaction is conditional upon Broden successfully completing agreements with various third parties on or before August 31, 2023. Silver Range and Broden are currently discussing an extension of the August 31, 2023 agreement completion date.
(ii) South Kitikmeot Gold Project
The South Kitikmeot gold belt is located in southwest Nunavut and covers a 200 kilometre long package of Archean Beechey Lake metasedimentary rocks which host the Lupin mine (3.4 million
ounces past production) and the Back River project (5.3 million ounces measured and indicated) currently being advanced to production by B2Gold Corp. Information related to the South Kitikmeot Gold project is available on the Silver Range website at www.silverrangeresources.com.
By agreement in 2021 and as most recently amended on January 6, 2022, Viridis Mining and Minerals Limited ("Viridis") was granted a staged option to acquire up to a 100% interest in the South Kitikmeot gold project. Viridis can exercise stage one of the option and acquire a 51% interest in the project by: (i) reimbursing Silver Range for its previous exploration expenditures on the project; and (ii) incurring expenditures of not less than \$1,500,000 (Australian) by December 31, 2024.
Viridis can exercise the second option and acquire an additional 15% (66% in total) interest in the project by incurring an additional \$2,000,000 (Australian) on the project by December 31, 2027. Viridis can exercise the third option and acquire an additional 24% interest in the project by completing a preliminary feasibility study on the project by December 31, 2037.
Viridis has also been granted the option to purchase the remaining 10% interest in the project retained by Silver Range. This buy-out option may be exercised by Viridis at any time after acquiring an aggregate 90% interest in the project. The purchase price of the remaining 10% interest shall be determined by independent qualified valuator in accordance with the Canadian Institute of Mining, Metallurgy and Petroleum CIMVAL Code for the Valuation of Mineral Properties, as adopted on November 29, 2019 and as amended from time to time.
If Viridis does not acquire a 100% interest in the project, the parties shall form a joint venture in accordance with their respective interests in the project at the time the joint venture is formed.
Silver Range will retain a 2.0% net smelter return royalty interest in the project upon Viridis exercising the first option and acquiring a 51% interest in the project. Viridis may purchase onehalf of the royalty interest (being 1%) at any time prior to commercial production by paying Silver Range \$1,500,000 (Australian) or the equivalent in Viridis shares.
In addition to the royalty interest, Silver Range will be entitled to receive a payment of \$200,000 (Australian) if Viridis identifies a JORC compliant inferred resources on the project of: (i) not less than 500,000 ounces of gold (or the gold equivalent) at a grade of not less than 1.8 grams per tonne; or (ii) not less than 1,000,000 ounces of gold (or the gold equivalent) at a grade of not less than 1.6 grams per tonne.
(iii) Legal Tender Property
By restated property option agreement dated December 9, 2022, QLM Royston Hills, LLC ("QLM"), a private Nevada corporation was granted an option to acquire a 100% interest in the Legal Tender property. The property consisting of 31 Federal Lode claims located in Nye County, Nevada.
QLM can acquire a 100% interest in the property over a four-year period by making cash payments totaling US\$400,000. Silver Range will retain a 2% net smelter return payable on proceeds from commercial production from the property. QLM may purchase one half of the royalty interest for US\$1,000,000 at any time prior to the commencement of commercial production at the property.
In addition to the royalty, Silver Range will receive defined resource payments ("DRP") of US\$5.00 per ounce of gold and US\$0.10 per ounce of silver following the declaration of measured and indicated resources as outlined in a National Instrument 43-101 report on the property. Advance payments of US\$10,000 are due annually on December 1, 2027 and all subsequent anniversaries of the option agreement if no measured and indicated resources have been declared.
The Legal Tender property is an epithermal silver and gold target located in Nye County, Nevada. Part of the property was staked by Silver Range in 2016 and subsequently explored with prospecting and geological mapping. Initial grab sampling by Silver Range returned analyses up to 1,875 g/t silver and 3.04 g/t gold from sulphide bearing quartz vein material retrieved from waste dumps from previous workings.
Legal Tender is located 62 km NW of Tonopah in the Royston Hills. The property is in the Republic Mining District, a silver epithermal camp which produced briefly in the early 1900's. Legal Tender covers the historic Farris, Hyland and Black Butte mines and numerous other exploration workings. The mineral showings are clustered along the 1200- metre-long Main Trend and the intersecting 400-metre-long NE trend.
Test soil geochemical surveys were conducted in the area of the Black Butte Mine. Results indicated that silver could be used directly as a pathfinder to locating additional mineralization concealed beneath the thin overburden on the property. A total of 65 samples were collected during the program with peak silver response of 18.15 ppm Ag. Elevated silver response is associated with known areas of vein mineralization and there is some evidence of down slope dispersal.
Prospecting incidental to the installation of geophysical grids returned up to 1,130 g/t Ag and 4.94 g/t Au from 9 grab samples. Geophysical grids were established along the Main and NE Trends covering 9.4 line-km. Total magnetic field and horizontal loop electromagnetic field (HLEM) surveys were conducted over the grids. The total magnetic field data show a weak correlation with the known and inferred location of silver-bearing veins. There is however a strong correlation between the location of the Main Trend veins and the southern margin of an apparent-resistivity high which may prove useful in targeting additional mineralization.
(iv) Gold Point District
The Gold Point district is a high-grade gold and silver mining district in Esmeralda County, Nevada, about 26 miles south of the towns of Goldfield and 43 miles northwest of Beatty. Silver Range formed an alliance with Nevada Rand LLC ("Nevada Rand"), a private Nevada company, to consolidate the major past producing mines and prospects in the Gold Point District.
GGL Resources Corp. ("GGL") has entered into three separate option agreements in respect of three contiguous parcels of federal lode mining claims in the Gold Point district. These three properties are the East Gold Point property (owned by Silver Range), the Gold Point property (owned by Nevada Rand) and the Tom property (owned jointly by Silver Range and Nevada Rand). Information related to the Gold Point district is available on the Silver Range website at www.silverrangeresources.com.
Collectively, the three properties are referred to in this MD&A as the "Project Area."
(1) East Gold Point Property
Under an option agreement entered in 2020, Silver Range granted GGL an option to acquire a 75% interest in the East Gold Point property, consisting of 39 federal lode mining claims. Effective August 15, 2023, GGL had fully exercised the option by making cash payments totaling CAD\$180,000 and incurring aggregate expenditures in the Project Area of an aggregate of CAD\$1,500,000 by July 31, 2023.
Following the exercise of the option, GGL and Silver Range are deemed to have entered into a 75% / 25% joint venture for the further exploration and development of the property. The parties are currently negotiating the terms of a formal joint venture agreement.
In addition to retaining a 25% interest in the property, Silver Range is entitled to receive a onetime cash payment of US\$4.00 per ounce based on the number of ounces of gold identified in the earlier of a measured or indicated mineral resource, or a proven or a probable mineral reserve, as contained in a NI 43-101 compliant technical report applicable to the East Gold Point property.
(2) Gold Point Property
Under an option agreement entered into in 2020, Nevada Rand granted GGL an option to acquire a 100% interest in the Gold Point property, consisting of 10 federal lode mining claims. The exercise of the option by GGL remains subject to certain future cash payments.
(3) Tom Property
Under an option agreement entered into in 2020, Silver Range and Nevada Rand jointly granted GGL an option to acquire a 100% interest in the TOM property, consisting of 14 federal lode mining claims. Effective August 15, 2023, GGL had fully exercised the option by incurring expenditures in the Project Area of not less than US\$1,500,000 by July 31, 2023.
Following the exercise of the option, each of Silver Range and Nevada Rand are entitled to receive a one-time cash payment of US\$1.00 per ounce based on the number of ounces of gold identified in the earlier of a measured or indicated mineral resource, or a proven or a probable mineral reserve, as contained in a NI 43-101 compliant technical report applicable to the TOM property. Each of Silver Range and Nevada Rand retain a 1% smelter return royalty related to mineral products from commercial production from the TOM property. GGL has the right to purchase one-half of each of the royalties for a payment of US\$1.00 for each ounce of gold contained in any measured or indicated resource, or any proven or probable reserve.
(v) Skylight Property
The Skylight property is a low sulphidation epithermal prospect, located 60 kilometres northwest of Tonopah, Nevada, in the Royston Hills. Information related to the Skylight property is available on the Silver Range website at www.silverrangeresources.com.
By agreement dated July 15, 2021 and most recently amended April 3, 2023, Silver Range granted Rush Gold Corp. ("Rush") an option to acquire a 100% interest in the Skylight property. Rush can exercise the option by: (i) making cash payments to Silver Range totaling \$310,000; (ii) completing an initial public offering by August 15, 2023; (iii) issuing 650,000 shares to Silver Range; and (iv) completing 3,000 metres of drilling on the property by August 15, 2025.
Rush was unable to complete its initial public offering by August 15, 2023 and the parties are currently negotiating an extension of the public offering completion date.
Following the exercise of the option by Rush, Silver Range will retain a 3% net smelter return royalty interest, two-thirds (66.6%) of which may be purchased by Rush for \$1,000,000 at any time prior to the start of commercial production from the property. In addition, Silver Range will be entitled to receive a defined resource payment of US\$4 for each ounce of gold (or the gold equivalent) identified in the earlier of a measured or indicated mineral resource, or a proven or a probable mineral reserve, as contained in a NI 43-101 compliant technical report applicable to the property. If Rush Gold has not defined a resource to these standards on the property by August 26, 2027, Silver Range shall be entitled to receive US\$10,000 on the sixth and subsequent anniversaries until a resource is defined.
(v) Bellehelen Project
The Bellehelen project is located in Nye County, Nevada. The project consists of the Bellehelen, Kawich and Neversweat properties, and covers the bulk of the showings in the Bellehelen Mining District. Information related to the Bellehelen project is available on the Silver Range website at www.silverrangeresources.com.
By agreement dated December 16, 2022 and amended May 17, 2023, Silver Range granted Excalibur Metals Corp. ("Excalibur") an option to acquire a 100% interest in the Bellehelen project. The exercise terms under the option will include: (i) \$300,000 in cash payments and \$200,000 in shares over four years; (ii) a 2% net smelter return with a buy-back option on 1% for \$1,000,000; and (iii) a US\$2 per ounce (gold-equivalent) payment on any defined resource identified in the project area. Excalibur will also be required to complete a listing on a Canadian stock exchange by December 31, 2023.
(vi) East Goldfield Property
The East Goldfield property is located 12 kilometres east of Goldfield, adjacent to claims comprising the Goldfield project, currently being developed by Centerra Gold Inc. Information related to the East Goldfield property is available on the Silver Range website at www.silverrangeresources.com.
By binding letter of intent dated April 25, 2023 and amended May 26, 2023, Silver Range granted Green Gold Resources LLC. ("Green Gold") a two stage option to acquire up to a 100% interest in the East Goldfield property. Under stage one of the option, Green Gold can acquire a 75% interest in the property by: (i) completing a stock exchange listing by February 25, 2024; (ii) paying Silver Range an aggregate US\$600,000 by August 25, 2026, with US\$40,000 payable on signing of a definitive agreement on or before September 30, 2023; and (iii) completing 4,000 metres of drilling on or before the third anniversary of an exchange listing.
Upon exercising the first option, Green Gold can exercise the second stage of the option and acquire an additional 25% interest in the East Goldfield property by: (i) completing a preliminary economic assessment of the property by December 31, 2030; and (ii) paying Silver Range US\$250,000 within 10 days of the completion of the applicable preliminary economic assessment.
If Green Gold acquires a 100% interest in the East Goldfield property, Silver Range will retain a 2.5% net smelter return (NSR) royalty interest in any future production from the property. Green Gold can buy back up to 60% of the royalty interest prior to the start of commercial production at the property by delivering 900 ounces of gold (or the cash equivalent) to Silver Range.
In addition to the royalty interest, Silver Range will be entitled to receive a one-time milestone payment of US\$5.00 per ounce of gold (or the equivalent in other metals) contained in a measured or indicated mineral resource identified on the East Goldfield property. This payment will be capped at a maximum of US\$500,000.
If Green Gold exercises the first stage of the option, but not the second stage, the parties will form a joint venture to further explore and develop the East Goldfield property.
(vii) Tule Canyon Property
The Tule Canyon property is located 95 km south of Tonopah and 80 km northwest of Beatty in Esmeralda County, Nevada. Information related to the Tule Canyon property is available on the Silver Range website at www.silverrangeresources.com.
By binding letter of intent dated April 25, 2023 and amended May 26, 2023, Silver Range granted Green Gold an option to acquire a 100% interest in the Tule Canyon property. Green Gold can exercise the option by: (i) completing a stock exchange listing by February 25, 2024; (ii) paying Silver Range an aggregate US\$611,000 by August 25, 2026, with US\$40,000 payable on signing of a definitive agreement on or before September 30, 2023; and (iii) completing 2,000 m of drilling on or before the third anniversary of an exchange listing.
If Green Gold exercises the Tule Canyon option, Silver Range will retain a 2.5% net smelter return (NSR) royalty interest in any future production from the property. Green Gold can buy back up to 60% of the royalty interest prior to the start of commercial production at the property by delivering 900 ounces of gold (or the cash equivalent) to Silver Range.
In addition to the royalty interest, Silver Range will be entitled to receive a one-time milestone payment of US\$5.00 per ounce of gold (or the equivalent in other metals) contained in a measured or indicated mineral resource identified on the Tule Canyon property. This payment will be capped at a maximum of US\$500,000.
(viii) Up Town Gold Project
The Up Town Gold property is a high-grade Archean lode gold prospect adjoining the Giant Mine in Yellowknife, Northwest Territories. Information related to the Up Town Gold property is available on the Silver Range website at www.silverrangeresources.com.
By agreement in 2016 and most recently amended on January 11, 2022, Silver Range granted Rover Metals Corp. ("Rover"), a two staged option to acquire up to a 100% interest in the Up Town gold property (the "Option Agreement"). The first option was assigned to Collective Metals Inc. ("Collective") formerly, Arctic Fox Lithium Corp., under an agreement in 2020 and amended on January 11, 2022.
On August 9, 2023, the first option was terminated as a result of Collective Metals' failure to incur an aggregate \$1,250,000 in exploration expenditures on the property by June 30, 2023. On August 10, 2023, the option with Rover was also terminated based on the failure to incur an aggregate \$1,250,000 in exploration expenditures on the property by June 30, 2023.
Silver Range and Rover are currently negotiating a new option agreement under which Rover may acquire an interest in the Up Town Gold property.
PROPERTY INTERESTS RETAINED AFTER COMPLETED TRANSACTIONS
Silver Range has retained the following interests in mineral properties acquired by third parties under completed property option or property sale agreements.
(a) Yuge Property
The Yuge property is located in Humboldt County, Nevada, approximately 55 kilometres south of Denio in the Varyville Mining District. On May 3, 2021, Trifecta Gold Ltd. ("Trifecta") acquired a 100% interest in the Yuge property and Silver Range retained a 2% net smelter return royalty in the property. Trifecta has the right to reduce the royalty interest to 1% by paying Silver Range \$1 million.
In addition, the royalty interest, Silver Range will also be entitled to receive a cash payment equal to US\$2 for each ounce of gold (or the gold equivalent) identified in the earlier of a measured or indicated mineral resource, or a proven or a probable mineral reserve, as contained in a NI 43-101 compliant technical report applicable to the property. These payments will be made to Silver Range within six months of the date of the report.
(b) Cold Springs Property
The Cold Springs property is an epithermal gold and silver prospect consisting of 19 Federal Lode Claims located in Churchill County, Nevada. In May of 2021, Supernova Metals Corp. ("Supernova") acquired a 100% interest in the property and Silver Range retains a 2.5% net smelter return royalty interest. Supernova has the right to reduce the royalty interest to 1% by paying Silver Range \$1,250,000.
(c) Cabin Lake Royalty
The Cabin Lake property is located 110 kilometres northwest of Yellowknife and 38 kilometres north of Behchoko in the Tlicho Traditional Territory, central Northwest Territories. In October of 2020, Rover acquired a 100% interest in the Cabin Lake property. Silver Range retained a 2% net smelter return on future precious metal production.
Rover has the right to reduce the royalty interest to 0.5% upon the completion of a NI 43-101 compliant measured and indicated resource at the Cabin Lake property.
If the resource on the property contains less than 1 million ounces of gold, Rover can purchase each 0.5% interest in the royalty for \$250,000. If the resource on the property contains 1 million or more ounces of gold, Rover may purchase each 0.5% interest in the royalty for \$500,000.
Silver Range also receives annual advance royalty payments from Rover of \$20,000. Total advance royalty payments are capped at \$230,000. As of August 17, 2023, Silver Range has received an aggregate \$70,000 in advance royalty payments.
(d) Michelle Property
The Michelle property consists of 782 mineral claims located 130 km north-northeast of Dawson City in central Yukon Territory. In November of 2021, Silver Range sold Silver47 Exploration Corp. a 100% interest in the Michelle property. Silver Range retained a 1% net smelter return royalty in all future commercial production from the property. Silver Range will also be entitled to receive a one-time payment of \$1 million if a positive production decision is made on a resource of not less than 80 million ounces of silver as outlined in a feasibility study.
PROPERTIES AVAILABLE FOR OPTION OR SALE
In addition to those properties currently under option to third parties, Silver Range has 28 other mineral properties in Nevada, Arizona, Nunavut, the Northwest Territories and Yukon Territory available for option, purchase or joint venture. More comprehensive descriptions of the properties available for option or sale may be found on the Silver Range website at www.silverrangeresources.com.
ROYALTY DESIGNATION AGREEMENT
On March 20, 2023, Silver Range and Altius finalized a royalty designation agreement (the "Designation Agreement") under which Altius can acquire a royalty interest in three (3) future exploration properties to be acquired by Silver Range. The exploration properties to be acquired must be located within a specific geographic area of the southwestern United States (the "Target Area").
Under the Designation Agreement, Silver Range will identify and acquire exploration properties within the Target Area. Once Silver Range has determined that an exploration property has the potential to host a mineral deposit of a designated size and the property covers an area of not less than 500 hectares, the property is designated as a "Project". Altius will then be provided with information including a geological report, related to that specific Project (each a Project Submission"). Silver Range is required to make a total of seven (7) Projects Submissions to Altius.
Once Altius has received seven Project Submissions, it will be required to select three Projects in which it will be granted a one percent (1%) net smelter return royalty interest (each a "Designated Royalty"). The obligation to make Project Submissions ceases after seven such submissions have been delivered to Altius.
Silver Range shall be free to sell, option or joint venture all exploration properties and Projects acquired in the Target Area to third parties as part of its project generator business model. Any
third party property transaction within the Target Area shall be subject to a Designated Royalty or the Altius right to acquire a Designated Royalty in such property or Project.
The Designation Agreement was negotiated as part of the March 1, 2023 private placement with Altius and the right to acquire three Designated Royalties represents partial consideration to Altius for providing the shares only \$500,000 financing.
As of August 17, 2023, Silver Range has not acquired any exploration properties within the Target Area.
TECHNICAL REVIEW
Technical information disclosed in this MD&A has been reviewed by Michael Power, CPG, the Silver Range President and Chief Executive Officer, and a qualified person for the purposes of National Instrument 43-101.
TRANSACTIONS WITH RELATED PARTIES
1. Management
During the three months ended June 30, 2023, legal fees and disbursements totalling \$12,000 were incurred with a personal law corporation controlled by Glenn R. Yeadon, secretary of Silver Range, compared to \$30,416 incurred during the three months ended June 30, 2022. During the six months ended June 30, 2023, legal fees and disbursements totalling \$33,000 were incurred with Yeadon, compared to \$51,090 for the six months ended June 30, 2022.
During the three months ended June 30, 2023, \$9,000 in accounting fees were incurred with Donaldson Brohman Martin, Chartered Professional Accountants, compared to \$9,200 incurred during the three months ended June 30, 2022. During the six months ended June 30, 2023, accounting fees totalling \$17,000 were incurred with Donaldson Brohman Martin, Chartered Professional Accountants, compared to \$17,500 for the six months ended June 30, 2022.
During the three months ended June 30, 2023, consulting fees totalling of \$10,500 were paid to Ian Talbot, the Silver Range Chief Operating Officer, compared to \$10,500 paid during the three months ended June 30, 2022. During the six months ended June 30, 2023, consulting fees totalling \$21,000 were paid to Talbot, compared to \$21,000 paid for the six months ended June 30, 2022.
During the three months ended June 30, 2023, fees for management services totalling \$4,950 were paid to Drechsler Consulting Ltd., a private British Columbia corporation controlled by Richard Drechsler, the Vice-President of Communications of Silver Range, compared to \$4,995 paid during the three months ended June 30, 2022. During the six months ended June 30, 2023, fees for management services totalling \$11,690 were paid to Drechsler, compared to \$9,180 paid for the six months ended June 30, 2022.
During the three months ended June 30, 2023, fees for management services totalling \$41,375 were paid to Grindstone Resources LLC. ("Grindstone"), a private Delaware corporation controlled by John Gilbert, the Chief Corporate Development Officer of Silver Range, compared to \$35,185 paid during the three months ended June 30, 2022. During the six months ended June
30, 2023, fees for management services totalling \$78,448 were paid to Grindstone, compared to \$67,223 for the six months ended June 30, 2022.
During the three months ended June 30, 2023, fees for geological and management services totalling \$42,726 were incurred by Paladin Geoscience Corp. ("Paladin"), a private Yukon corporation controlled by Michael Power, the President and Chief Executive Officer of Silver Range, compared to \$40,115 paid during the three months ended June 30, 2022. During the six months ended June 30, 2022, geological and management services totalling \$78,502 were paid to Paladin, compared to \$76,312 paid for the six months ended June 30, 2022.
Pursuant to the terms of a consulting agreement dated April 1, 2022, Paladin elected to be compensated for consulting services provided to Silver Range in the form of a combination of cash payments and share issuances. On April 13, 2023, Paladin was issued 148,770 Silver Range shares as partial consideration for consulting services under the April 1, 2022 consulting agreement. The shares were issued for services provided from October 2022 to March 2023.
2. Archer, Cathro & Associates (1981) Limited
During the three months ended June 30, 2023, \$89,854 in property location, acquisition, exploration, management, office rent and administration costs were billed by Archer Cathro, compared to \$24,809 billed by Archer Cathro for the three months ended June 30, 2022. During the six months ended June 30, 2023, \$102,666 in property location, acquisition, exploration, management, office rent and administration costs were billed by Archer Cathro compared to \$42,227 billed for the six months ended June 30, 2022.
Archer Cathro is a geological consulting firm with offices in Vancouver and Squamish, British Columbia and Whitehorse, Yukon. Archer Cathro does not: (i) own any Silver Range shares or warrants; or (ii) hold any interests or royalties relating to any of Silver Range's mineral properties. Some of the Silver Range mineral properties are registered in the name of Archer Cathro and are held by Archer Cathro as bare trustee for Silver Range under the terms of a trust indenture. In addition to holding legal title to Yukon mineral properties for Silver Range, Archer Cathro provides the following services related to the Silver Range mineral properties: (i) mineral tenure management; (ii) the filing of annual assessment reports; and (iii) the management of Yukon and Nevada land use (exploration) permits.
Douglas Eaton, a current director of Silver Range is a preferred shareholder in Archer Cathro. Mr. Eaton is not a partner in nor an active member of the management of Archer Cathro. Mr. Eaton's preferred shareholding is a residual interest from his former partnership in Archer Cathro and that interest will be retired over time.
The exploration and administrative fees paid by Silver Range to Archer Cathro are based on a schedule of fees prepared by Archer Cathro and agreed to in advance by Silver Range. These fees are periodically reviewed by Archer Cathro and independent members of Silver Range management to ensure that the fees are at or below industry standard rates.
Included in the fees paid to Archer Cathro for the three month period ended June 30, 2023 is rent for furnished space in Archer Cathro's Vancouver office. Office rental fees are charged on a month-to-month basis with no ongoing contractual obligation on the part of Silver Range to
continue to occupy its current office space. The monthly office rental payment also allows Silver Range to use space in Archer Cathro's Squamish office and its Whitehorse office, warehouse and storage compound, at no additional cost to Silver Range.
The change to a project generative business model in March of 2016 has resulted in Silver Range using third party geological consultants for work in the Northwest Territories, Nunavut and Nevada, in addition to Archer Cathro.
RISKS AND UNCERTAINTIES
In conducting its business, Silver Range faces a number of risks and uncertainties related to the mineral exploration industry. Some of these risk factors include risks associated with land title, exploration and development, government and environmental regulations, permits and licenses, competition, fluctuating metal prices, the requirement and ability to raise additional capital through future financings and price volatility of publicly traded securities.
(a) Title Risks
Although Silver Range has exercised due diligence with respect to determining title to the properties in which it has a material interest, there is no guarantee that title to such properties will not be challenged or impugned. Third parties may have valid claims underlying portions of Silver Range's interests. Its claims, permits or tenures may be subject to prior unregistered agreements or transfers or to First Nations issues. Title to the claims, permits or tenures comprising Silver Range's properties may also be affected by undetected defects or ongoing land use management studies. If a title defect exists, it is possible that Silver Range may lose all or part of its interest in the property to which such defect relates.
(b) Exploration and Development
Resource exploration and development is a highly speculative business, characterized by a number of significant risks including, but not limited to, unprofitable efforts resulting not only from the failure to discover mineral deposits but also from finding mineral deposits that, though present, are insufficient in quantity and quality to return a profit from production.
(c) Environmental Regulations, Permits and Licenses
Silver Range's operations may be subject to environmental regulations promulgated by government agencies from time to time. Environmental legislation provides for restrictions and prohibitions on spills, releases or emissions of various substances produced in association with certain mining industry operations, such as seepage from tailings disposal areas that would result in environmental pollution. A breach of such legislation may result in the imposition of fines and penalties. In addition, certain types of operations require the submission and approval of environmental impact assessments. Environmental legislation is evolving in a manner that means standards are stricter, and enforcement, fines and penalties for noncompliance are more stringent.
Silver Range's operations are carried out in accordance with various permits including, but not limited to, surface use, surface disturbance and water use. Permits are issued by the various territorial, state or federal governmental or municipal agencies having jurisdiction over the matter
for which a permit is sought. The issuance of an applicable permit is not guaranteed and Silver Range's operations may be delayed, suspended or prohibited from commencing if the necessary permits cannot be obtained in a timely manner or at all.
(d) Competition
The mineral exploration industry is intensely competitive in all its phases and Silver Range competes with other companies that have greater financial and technical resources. Competition could adversely affect Silver Range's ability to acquire suitable properties or prospects in the future.
(e) Fluctuating Metal Prices
Factors beyond the control of Silver Range have a direct effect on global metal prices, which can fluctuate widely. Consequently, the economic viability of any of Silver Range's exploration projects and Silver Range's ability to finance the development of its projects cannot be accurately predicted and may be adversely affected by fluctuations in metal prices.
(f) Future Financings
Silver Range's continued operation will be dependent in part upon its ability to generate operating income and to procure additional financing. To date, Silver Range has done so through equity financing.
Fluctuations of global equity markets can have a direct effect on the ability of exploration companies, including Silver Range, to finance project acquisition and development through the equity markets. There can be no assurance that funds from Silver Range's current income sources can be generated or that other forms of financing can be obtained at a future date. Failure to obtain additional financing on a timely basis may cause Silver Range to postpone exploration or development plans, forfeit rights in some or all of its properties or joint ventures, or reduce or terminate some or all of its operations.
(g) Price Volatility of Publicly Traded Securities
In recent years, particularly in response to the COVID-19 pandemic, global securities markets have experienced a high level of price and volume volatility, and the market prices of securities of many companies have experienced wide fluctuations that have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. There can be no assurance that continual fluctuations in price will not occur. It may be anticipated that any quoted market for the common shares of Silver Range will be subject to market trends and conditions generally, notwithstanding any potential success of Silver Range in creating revenues, cash flows or earnings. The value of the common shares of Silver Range will be affected by market volatility.
CRITICAL ACCOUNTING ESTIMATES AND FINANCIAL INSTRUMENTS
Silver Range prepares its financial statements in conformity with IFRS. Silver Range lists its significant accounting policies and its financial instruments in Notes 2 and 14 to its annual audited consolidated financial statements for the twelve months ended December 31, 2022. Of the accounting policies, Silver Range considers the following policy to be the most critical to the reader's full understanding and evaluation of the Silver Range reported financial results.
Deferred Exploration Costs
Silver Range is in the exploration stage with respect to its investments in mineral properties and accordingly follows the practice of capitalizing all costs related to exploration until such time as a project is put into commercial production, sold or abandoned. Management reviews capitalized costs on its mineral properties for signs of impairment both quarterly and annually and will recognize impairment in value based upon current exploration results and upon management's assessment of the future probability of profitable revenues from production on the mineral properties or proceeds from the sale or option of the mineral properties.
MANAGEMENT AND BOARD OF DIRECTORS
On May 11, 2023, Larry Donaldson resigned as the Silver Range Chief Financial Officer and Dan Martino was appointed as the Chief Financial Officer. There were no other management or board changes during or subsequent to the three months ended June 30, 2023.
INVESTOR RELATIONS
Many of the investor relations activities are performed by Silver Range management. By agreement dated April 15, 2020, Silver Range retained Proactive Canada to carry out a limited number of investor relations activities on behalf of Silver Range.
SUBSEQUENT EVENTS
On July 13, 2023, Silver Range announced the results of a sampling program at its Tonto Del Pueblo property in Nevada.
On August 9, 2023, the option held by Collective to acquire a 75% interest in the Up Town Gold property was terminated. See "Up Town Gold Property" for additional information.
On August 10, 2023, the option held by Rover to acquire up to a 100% interest in the Up Town Gold property was terminated. See "Up Town Gold Property" for additional information.
On August 16, 2023, Silver Range announced the acquisition of the Shamrock property in Nevada. See August 16, 2023 news release for additional information.
SHARE CAPITAL
The authorized share capital of Silver Range consists of an unlimited number of common shares. As of August 17, 2023 there were 93,404,405 issued and outstanding common shares.
Stock Options
As of August 17, 2023, Silver Range had outstanding stock options as set out in the following table:
| Number of | Price | Expiry Date |
|---|---|---|
| Options | ||
| Outstanding | ||
| 100,000 | \$0.15 | October 26, 2023 |
| 300,000 | \$0.11 | January 13, 2025 |
| 100,000 | \$0.19 | September 2, 2025 |
| 100,000 | \$0.24 | November 5, 2025 |
| 300,000 | \$0.21 | July 11, 2026 |
| 4,155,000 | \$0.13 | December 6, 2026 |
| 620,000 | \$0.14 | February 22, 2027 |
| 250,000 | \$0.14 | May 11, 2028 |
| 5,925,000 |
Warrants
As of August 17, 2023, Silver Range had outstanding common share purchase warrants as set out in the following table:
| Number of Warrants |
||
|---|---|---|
| Outstanding | Price | Expiry Date |
| 2,330,000 | \$0.33 | February 24, 2024 |
| 4,000,000 | \$0.20 | April 11, 2024 |
| 386,267 | \$0.30 | March 27, 2025 |
| 6,716,267 |
SILVER RANGE RESOURCES LTD.
510 – 1100 Melville Street Vancouver, B.C. V6E 4A6 Tel: 604-687-2522 Trading Symbol: TSX-V: SNG www.silverrangeresources.com
CORPORATE INFORMATION
W. Douglas Eaton, North Vancouver, B.C. Director Tim Termuende, Cranbrook, B.C. Independent Director Bruce A. Youngman, Powell River, B.C. Independent Director Elizabeth Wallinger, Gabriola, B.C. Independent Director Steve Kenwood, White Rock, B.C Independent Director Glenn R. Yeadon, Vancouver, B.C. Secretary Dan Martino, Coquitlam, B.C. Chief Financial Officer Ian J. Talbot, North Vancouver, B.C. Chief Operating Officer John Gilbert, Reno, NV Chief Corporate Development Officer Richard M. Drechsler, Squamish, B.C. Vice President of Communications
Registered Office 1710 - 1177 West Hastings Street Vancouver, B.C. V6E 2L3
Transfer Agent Computershare Investor Services Inc. 3 rd Floor - 510 Burrard Vancouver, B.C. V6C 3B9
Auditors Davidson & Company LLP 1200 – 609 Granville Street Vancouver, B.C. V7Y 1G6
Michael Power, Whitehorse, Y.T. President, Chief Executive Officer and Director