20-F/A 1 coral_20fa.htm FORM 20-F/A coral_20fa.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 20-F/A  

(Amendment No. 1)

 

¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

 

or

 

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

 

For the fiscal year ended January 31, 2015

 

or

 

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

 

or

 

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

 

Date of event requiring this shell company report______________

 

For the transition period from ___________________ to ___________________

 

Commission File Number 0-15688

 

CORAL GOLD RESOURCES LTD.

(Exact name of Registrant as specified in its charter)

  

Not Applicable

(Translation of Registrant's name into English)

 

British Columbia, Canada

(Jurisdiction of incorporation or organization)

 

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

(Address of principal executive offices)

 

David Wolfin, Tel: 604 682-3701, Email: dwolfin@coralgold.com
570 Granville Street, Suite 900, Vancouver, British Columbia V6C 3P1, Canada

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

 

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

 

Not Applicable

 

Not Applicable

Title of Each Class 

 

Name of each exchange on which registered 

  

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

 

Common Shares, without Par Value

(Title of Class)

 

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

 

Not Applicable

(Title of Class)

  

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

 

 

 

There were 42,825,337 common shares, without par value, issued and outstanding as of January 31, 2015.

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ¨ Yes x No

 

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. ¨ Yes x No

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [Not applicable to the registrant at this time] ¨ Yes ¨ No

 

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

 

Large Accelerated File r

¨

Accelerated Filer 

¨ 

Non-Accelerated Filer 

x 

  

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

 

U.S. GAAP   ¨

International Financial Reporting Standards as issued 

Other   ¨

 

by the International Accounting Standards Board   x

 

 

If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ¨ Item 18 ¨

 

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

 

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

 

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ¨ No ¨

  

 
 
 

 

Explanatory Note

 

Coral Gold Resources Ltd. (the "Company") is filing this Amendment No. 1 on Form 20-F/A ("Amendment") to the Company's annual report on Form 20-F for the year ended January 31, 2015 ("Form 20-F"), as filed with the Securities and Exchange Commission ("SEC") on June 15, 2015 ("Original Filing Date") to respond to certain comments raised by the staff of the SEC. The Amendment is amending Item 5 of the Form 20-F to include operating results for the years ended January 31, 2014 and 2013, and Items 8 and 18 of the Form 20-F to clarify certain language contained in the Report of Independent Registered Public Accounting Firm, and should be read in conjunction with the Form 20-F. This Amendment speaks as of the Original Filing Date, does not reflect events that may have occurred subsequent to the Original Filing Date, and does not modify or update any disclosure made in the Form 20-F unless otherwise amended in this Amendment.  

 

 
2
 

 

PART I   

 

Item 5. Operating and Financial Review and Prospects

 

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

 

A.

Operating Results

 

Year ended January 31, 2015 compared to the year ended January 31, 2014

 

Operating and administrative expenses

 

Operating and administrative expenses were $538,469 for the year ended January 31, 2015 compared to $860,517 for the year ended January 31, 2014, a decrease of $322,048. Decreases in administrative and operating costs in 2015 compared to the year ended January 31, 2014, include decreases of $498,528 in impairment of exploration and evaluation assets as there were no impairment expenses in 2015, $24,705 in professional fees, and $48,970 in salaries and benefits. Additionally, the decrease of corporate activity resulted in decreases in most other expenses. An option grant and the related share-based payments of $259,163 increased the otherwise significantly reduced operating and administrative expenses.

 

Income or Loss for the year

 

The income for the year ended January 31, 2015 was $527 compared to a loss of $50,871 for the year ended January 31, 2014, a decrease in loss of $51,398. The decrease was primarily due to a decrease in operating and administrative expenses of $322,048 as noted above. During the year ended January 31, 2015, the Company recorded a gain on foreign exchange of $28,798 as compared to a gain of $7,903 in the previous year. Deferred income tax recovery for the year ended January 31, 2015 of $476,720 decreased by $171,135 compared to the year ended January 31, 2014 mainly due to a lower amount of taxable loss for 2015 as compared to 2014, a higher amount of expired tax losses and negative changes in timing differences in the current year, offset by an increase in the recovery resulting from the foreign exchange gains on the U.S. income tax loss carry-forwards. A deferred tax recovery or expense arises due to differences in the carrying values of assets and liabilities and their tax values and the Company's ability to utilize any of its deferred income tax assets to offset the deferred income tax liability. During the year ended January 31, 2014, the Company recognized a gain on sale of investments of $107,300 on the sale of 370,000 shares of a related party compared to a gain on sale of investments of $7,130 in 2015 on the sale of 20,000 shares of a related party.

 

 
3
 

 

Year ended January 31, 2014 compared to the year ended January 31, 2013

 

Operating and administrative expenses

 

Operating and administrative expenses were $860,517 for the year ended January 31, 2014 compared to $1,365,288 for the year ended January 31, 2013, a decrease of $504,771. Decreases in administrative and operating costs in 2014 include $846,423 in share-based payments, $60,213 in investor relations and shareholder information costs, and $58,003 in salaries and benefits. Share-based payments expense decreased during the current year as no new stock options were granted. The decrease of corporate activity resulted in decreases in most other expenses. An impairment of exploration and evaluation assets expense of $498,528 increased the otherwise significantly reduced operating and administrative expenses.

 

Income or Loss for the year

 

The loss for the year ended January 31, 2014 was $50,871 compared to a loss of $1,542,564 for the year ended January 31, 2013, a decrease of $1,491,693. The decrease was primarily due to a decrease in operating and administrative expenses of $504,771 as noted above, a decrease in a deferred income tax expense of $795,833, and increases in other items of $191,089. During the year ended January 31, 2014, the Company recorded a gain on foreign exchange of $7,903 as compared to a foreign exchange loss of $15,369 in the year ended January 31, 2013.

 

During the year ended January 31, 2013, the Company recorded impairment loss on investments due to a long term decline in the value of these investments of $40,337 compared to $nil in the year ended January 31, 2014. Deferred income tax recovery was $647,855 for the year ended January 31, 2014 compared to a deferred income tax expense of $147,978 for the year ended January 31, 2013. During the year ended January 31, 2014, the Company recognized a gain on sale of investments of $107,300 on the sale of 370,000 shares of a related party compared to a gain on sale of investments of $22,155 in 2013 on the sale of 58,500 shares of a related party.

 

Currency Fluctuations

 

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

 

B.

Liquidity and Capital Resources

 

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

 

During the year ended January 31, 2015 the Company incurred exploration expenditures of $125,693, increasing the Company's mineral property carrying value on the Robertson Property by $118,555. At January 31, 2015, the Company had working capital of $11,324 and cash of $147,575.

 

 
4
 

 

In March 2014, the Company received $705,500 in a non-brokered private placement with Barrick Gold Corporation, in which Barrick subscribed for 4,150,000 of the Company's shares. These funds will be used to fund the next phase of development and to ensure that the Company has sufficient cash on hand to maintain administrative operations. The Company is in the exploration stage. The investment in and expenditures on the mineral property comprise substantially all of the Company's assets. The recoverability of amounts shown for its mineral property interest and related deferred costs are dependent upon the continued support of its directors, the discovery of economically recoverable reserves, and the ability of the Company to obtain the financing necessary to complete development and achieve profitable operations in the future. The outcome of these matters cannot be predicted at this time.

 

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

 

C.

Research and Development, Patents and Licenses, etc.

 

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

 

D.

Trend Information

 

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

 

E.

Off-Balance Sheet Arrangements

 

The Company has no off-balance sheet arrangements.

 

 
5
 

  

F.

Tabular Disclosure of Contractual Obligations

  

As at January 31, 2015, the Company had the following contractual obligations:

 

 Payment due by period 

 Total  1 year  1-3 Years  3-5 Years  More than 5 years 

Trade payables and other payables

 

$

71,761

  

$

71,761

  $

-

  $

-

  $

-

 

Reclamation Provision

  

566,410

   

-

   

-

   

566,410

   

-

 

Deferred Income Tax Liabilities

  

1,290,000

   

-

   -   

-

   

1,290,000

 

Total

 

$

1,928,171

  

$

71,761

  $

-

  

$

566,410

  

$

1,290,000

 

 

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

 

As of January 31, 2015, the Company had no other contractual obligations.

 

G.

Safe Harbor

 

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

 

Item 8. Financial Information

 

A.

Consolidated Statements and Other Financial Information

 

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

 

 

·

Independent Auditors' Report;

   
 

·

Consolidated Statements of Financial Position as at January 31, 2015 and January 31, 2014;

   
 

·

Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended January 31, 2015, 2014 and 2013;

   
 

·

Consolidated Statements of Equity for the years ended January 31, 2015, 2014 and 2013;

   
 

·

Consolidated Statements of Cash Flows for the years ended January 31, 2015, 2014 and 2013; and

   
 

·

Notes to the Consolidated Financial Statements.

 

 
6
 

 

Legal Proceedings

 

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

 

Dividend Policy

 

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

 

B.

Significant Changes

 

Except as otherwise disclosed in this annual report, there have been no material changes in our financial position, operations or cash flows since January 31, 2015.

 

 
7

 

PART III

 

Item 17. Financial Statements

 

See Item 18.

 

Item 18. Financial Statements

 

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

 

Independent Auditors' Report.

 10 

Consolidated Statement of Financial Position

  

11

 

Consolidated Statements of Operations and Comprehensive Loss

  

12

 

Consolidated Statements of Changes in Equity

  

13

 

Consolidated Statements of Cash Flows

  

14

 

Notes to Consolidated Financial Statements

  

15 - 38

 

  

Item 19. Exhibits

 

Exhibit Number

 

Name

1.1

 

Memorandum of Coral Gold Resources Ltd.*

1.2

 

Articles of Coral Gold Resources Ltd.*

8.1

 

List of Subsidiaries*

12.1

 

Certification of the Principal Executive Officer

12.2

 

Certification of the Principal Financial Officer

13.1

 

Certificate of Principal Executive Officer under the Sarbanes-Oxley Act*

13.2

 

Certificate of Principal Financial Officer under the Sarbanes-Oxley Act*

15.1

 

Geological Report on the Robertson Property*

15.2

 

Update of the Geological Report on the Robertson Property*

______________

* Incorporated by reference from a previous filing.

 

 
7
 

 

 

 

CORAL GOLD RESOURCES LTD.

(an Exploration Stage Company)

 

Consolidated financial statements

 

For the years ended January 31, 2015, 2014, and 2013

 

(Expressed in Canadian Dollars)

 

Index

 Page 
   

Management's Responsibility for Financial Reporting

 

9

 
    

Report of Independent Registered Public Accounting Firm

  

10

 
    

Consolidated Financial Statements

   
    

Consolidated Statements of Financial Position

  

11

 
    

Consolidated Statements of Operations and Comprehensive Income (Loss)

  

12

 
    

Consolidated Statements of Changes in Equity

  

13

 
    

Consolidated Statements of Cash Flows

  

14

 
   

Notes to the Consolidated Financial Statements

  

15 - 38

 

 

 
8
 

 

MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL REPORTING

 

The consolidated financial statements of Coral Gold Resources Ltd. (the "Company") are the responsibility of the Company's management. The consolidated financial statements are prepared in accordance with International Financial Reporting Standards and reflect management's best estimates and judgment based on information currently available.

 

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

 

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

 

The consolidated financial statements as at January 31, 2015 and 2014 and for the years ended January 31, 2015, 2014, and 2013 have been audited by Manning Elliott LLP, an independent registered public accounting firm, and their report outlines the scope of their examination and gives their opinion on the consolidated financial statements.

 

"David Wolfin"

 

"Malcolm Davidson"

 

 

 

David Wolfin

 

Malcolm Davidson, CA

President & CEO

 

Chief Financial Officer

May 29, 2015

 

May 29, 2015

 

 
9
 

 

 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

  

To the Shareholders of Coral Gold Resources Ltd.

 

We have audited the accompanying consolidated financial statements of Coral Gold Resources Ltd. which comprise the consolidated statements of financial position as at January 31, 2015 and 2014 and the consolidated statements of operations and comprehensive income (loss), equity and cash flows for the years ended January 31, 2015, 2014 and 2013, and the related notes comprising a summary of significant accounting policies and other explanatory information.

 

Management's Responsibility for the ConsolidatedFinancial Statements

 

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

 

Auditors' Responsibility

 

Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we comply with ethical requirements and plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

 

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

 

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

 

Opinion

 

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of Coral Gold Resources Ltd. as at January 31, 2015 and 2014 and the results of its financial performance and its cash flows for the years ended January 31, 2015, 2014 and 2013 in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.

 

Emphasis of Matter

 

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

 

/s/ Manning Elliott LLP

 

CHARTERED ACCOUNTANTS

Vancouver, British Columbia

May 29, 2015

  

COMMENTS BY INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON CANADA-UNITED STATES REPORTING DIFFERENCES  

 

The standards of the Public Company Accounting Oversight Board (United States) require the auditors' conclusion to be expressed using an unconditional statement of "substantial doubt" about the ability of Coral Gold Resources Ltd. (the "Company") to continue as a going concern. Our Report to the Shareholders dated May 29, 2015 is expressed in accordance with Canadian reporting standards that do not require the specific wording "substantial doubt" or to state the conditions and events that were considered in reaching this conclusion.

 

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

 

/s/ Manning Elliott LLP  

 

CHARTERED ACCOUNTANTS  

Vancouver, British Columbia  

May 29, 2015

 

 
10
 

 

CORAL GOLD RESOURCES LTD.

Consolidated Statements of Financial Position

(Expressed in Canadian dollars)


 

  Note  January 31,
2015
  January 31,
2014
 
       

Assets

      

Current assets

      

Cash and cash equivalents

    

$

147,575

  

$

8,074

 

Other amounts receivable

     

17,954

   

5,810

 

Prepaid expenses

     

448

   

-

 
     

165,977

   

13,884

 
           

Exploration and Evaluation Assets

 

4

   

19,152,737

   

19,027,044

 

Property and Equipment

 

6

   

96,986

   

99,383

 

Investments in Related Companies

 

7

   

146,032

   

140,505

 

Amounts Receivable from a Related Party

 

11b

   

58,903

   

46,171

 

Reclamation Bonds

 

8

   

655,209

   

529,408

 

Total Assets

    

$

20,275,844

  

$

19,856,395

 
           

Liabilities

           

Current liabilities

           

Accounts payable and accrued liabilities

    

$

71,761

  

$

236,548

 

Amounts payable to related parties

 

11c

   

82,892

   

263,445

 
     

154,653

   

499,993

 
           

Reclamation Provision

 

12

   

566,410

   

484,000

 

Deferred Tax Liability

 

17

   

1,290,000

   

1,766,720

 

Total liabilities

     

2,011,063

   

2,750,713

 
           

Equity

           

Share Capital

 

9

   

45,205,901

   

44,311,995

 

Equity Reserves

     

2,684,849

   

2,738,194

 

Accumulated Other Comprehensive Income

     

87,588

   

80,461

 

Accumulated Deficit

    

(29,723,877

)

 

(30,035,288

)

Equity Attributable to Equity Holders of the Company

     

18,254,461

   

17,095,362

 

Equity Attributable to Non-Controlling Interests

     

10,320

   

10,320

 

Total Equity

     

18,264,781

   

17,105,682

 

Total Liabilities and Equity

    

$

20,275,844

  

$

19,856,395

 

 

Nature and continuance of operations – Note 1

Commitments – Note 13

Subsequent Event – Note 19

 

Approved by the Board of Directors on May 29, 2015:

 

/s/ David Wolfin

Director

 

/s/ Gary Robertson

Director

 

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

 

 
11
 

 

CORAL GOLD RESOURCES LTD.

Consolidated Statements of Operations and Comprehensive Income (Loss)

For the years ended January 31, 2015, 2014, and 2013

(Expressed in Canadian dollars)


 

  Note  2015  2014  2013 
         

Operating and Administrative Expenses

        

Consulting fees

    

$

18,731

  

$

18,836

  

$

12,000

 

Depreciation

     

2,397

   

6,975

   

1,849

 

Directors' fees

     

18,000

   

18,000

   

16,500

 

Finance costs

 

12

   

14,519

   

11,850

   

27,561

 

Impairment of exploration and evaluation assets

 

5

   

-

   

498,528

   

-

 

Investor relations

     

14,982

   

10,305

   

70,518

 

Management fees

     

30,000

   

30,000

   

67,500

 

Office and miscellaneous

     

37,459

   

44,426

   

73,088

 

Professional fees

     

62,964

   

87,669

   

39,004

 

Regulatory and compliance fees

     

29,324

   

23,603

   

26,157

 

Salaries and benefits

     

46,164

   

95,134

   

153,137

 

Share-based payments

 

10

   

259,163

   

9,350

   

855,773

 

Travel

     

4,766

   

5,841

   

22,201

 
     

538,469

   

860,517

   

1,365,288

 
               

Loss before other items and tax

    

(538,469

)

 

(860,517

)

 

(1,365,288

)

               

Other items

               

Interest and other income

     

629

   

248

   

4,253

 

Gain on sale of investments

 

7

   

7,130

   

107,300

   

22,155

 

Gain on settlement of debt

 

9b

   

25,719

   

46,340

   

-

 

Impairment loss on investments

 

7

   

-

   

-

  

(40,337

)

Foreign exchange gain (loss)

     

28,798

   

7,903

  

(15,369

)

Loss Before Income Tax

    

(476,193

)

 

(698,726

)

 

(1,394,586

)

Deferred income tax recovery (expense)

 

17

   

476,720

   

647,855

  

(147,978

)

Net Income (Loss)

     

527

  

(50,871

)

 

(1,542,564

)

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

               

Unrealized gain (loss) on available for sale securities

 

7

   

7,127

  

(197,176

)

 

(454,342

)

 

 

 

 

 

 

 

 

 

COMPREHENSIVE INCOME (LOSS)

    

$

7,654

  

$

(248,047

)

 

$

(1,996,906

)

               

Income (Loss) per Share - Basic and Diluted

    

$

0.00

  

$

(0.00

)

 

$

(0.05

)

               

Weighted Average Number of Common Shares Outstanding

     

42,016,049

   

36,024,532

   

33,563,649

 

 

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

 

 
12
 

 

CORAL GOLD RESOURCES LTD.

Consolidated Statements of Equity

For the years ended January 31, 2015, 2014, and 2013

(Expressed in Canadian dollars)


 

  Note Number of Common Shares  Share Capital Amount  Reserve for Stock Options   Reserve for Warrants   Total Reserves  Accumulated Other Comprehensive Income  Accumulated Deficit  Non-Controlling Interest  Total  

Balance, January 31, 2013

   

33,563,649

  

$

43,954,422

  

$

1,012,245

  

$

1,368,753

  

$

2,380,998

  

$

731,979

  

$

(29,041,040

)

 

$

10,320

  

$

18,036,679

 
                                      

Share-based payments

 

10

  

-

   

-

   

425,924

   

429,849

   

855,773

   

-

   

-

   

-

   

855,773

 

Transfer of expired options

    

-

   

-

  

(534,853

)

  

-

  

(534,853

)

  

-

   

534,853

   

-

   

-

 

Unrealized loss on investment in securities, net of tax

 

7

  

-

   

-

   

-

   

-

   

-

  

(454,342

)

  

-

   

-

  

(454,342

)

Net loss for 2013

    

-

   

-

   

-

   

-

   

-

   

-

  

(1,542,564

)

  

-

  

(1,542,564

)

Balance, January 31, 2013

    

33,563,649

  

$

43,954,422

  

$

903,316

  

$

1,798,602

  

$

2,701,918

  

$

277,637

  

$

(30,048,751

)

 

$

10,320

  

$

16,895,546

 

 

Common shares issued for cash:

                   

Private Placements

 

9

 

3,694,500

  

278,190

  

-

  

91,260

  

91,260

  

-

  

-

  

-

  

369,450

 

Less: Share issuance costs

    

-

  

(3,000

)

  

-

   

-

   

-

   

-

   

-

   

-

  

(3,000

)

Common shares issued for debt

 

9

  

514,892

   

82,383

   

-

   

-

   

-

   

-

   

-

   

-

   

82,383

 

Share-based payments

 

10

  

-

   

-

   

2,629

   

6,721

   

9,350

   

-

   

-

   

-

   

9,350

 

Transfer of expired/cancelled

 options

    

-

   

-

  

(64,334

)

  

-

  

(64,334

)

  

-

   

64,334

   

-

   

-

 

Unrealized loss on investment in securities, net of tax

 

7

  

-

   

-

   

-

   

-

   

-

  

(197,176

)

  

-

   

-

  

(197,176

)

Net loss for 2014

    

-

   

-

   

-

   

-

   

-

   

-

  

(50,871

)

  

-

  

(50,871

)

Balance, January 31, 2014

    

37,773,041

  

$

44,311,995

  

$

841,611

  

$

1,896,583

  

$

2,738,194

  

$

80,461

  

$

(30,035,288

)

 

$

10,320

  

$

17,105,682

 

Common shares issued for cash:

                                      

Private Placements

 

9

  

4,150,000

   

705,500

   

-

   

-

   

-

   

-

   

-

   

-

   

705,500

 

Exercise of warrants and compensation options

    

45,000

   

8,374

   

-

  

(1,624

)

 

(1,624

)

  

-

   

-

   

-

   

6,750

 

Common shares issued for debt

 

9

  

857,296

   

180,032

   

-

   

-

   

-

   

-

   

-

   

-

   

180,032

 

Share-based payments

 

10

  

-

   

-

   

237,547

   

21,616

   

259,163

   

-

   

-

   

-

   

259,163

 

Transfer of expired/cancelled

 options

    

-

   

-

  

(310,884

)

  

-

  

(310,884

)

  

-

   

310,884

   

-

   

-

 

Unrealized gain on investment in securities, net of tax

 

7

  

-

   

-

   

-

   

-

   

-

   

7,127

   

-

   

-

   

7,127

 

Net income for 2015

    

-

   

-

   

-

   

-

   

-

   

-

   

527

   

-

   

527

 

Balance, January 31, 2015

    

42,825,337

  

$

45,205,901

  

$

768,274

  

$

1,916,575

  

$

2,684,849

  

$

87,588

  

$

(29,723,877

)

 

$

10,320

  

$

18,264,781

 

 

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

 

 
13
 

 

CORAL GOLD RESOURCES LTD.

Consolidated Statements of Cash Flows

For the years ended January 31, 2015, 2014, and 2013

(Expressed in Canadian dollars)


 

  Note  2015  2014  2013 
         
         

CASH PROVIDED BY (USED IN):

        
         

Operating Activities

        

Net income (loss)

 

 

  

$

527

  

$

(50,871

)

 

$

(1,542,564

)

Adjustments for non-cash items:

               

Depreciation

     

2,397

   

6,975

   

1,849

 

Share-based payments

     

259,163

   

9,350

   

855,773

 

Gain on sale of investments

    

(7,130

)

 

(107,300

)

 

(22,155

)

Gain on settlement of debt

    

(25,719

)

 

(46,340

)

  

-

 

Impairment loss on investments

     

-

   

-

   

40,337

 

Foreign exchange gain (loss)

 

 

  

(14,363

)

 

(25,400

)

  

2,602

 

Finance costs

     

14,519

   

11,850

   

27,561

 

Impairment of exploration and evaluation assets

     

-

   

498,528

   

-

 

Deferred income tax expense (recovery)

    

(476,720

)

 

(647,855

)

  

147,978

 
               
    

(247,326

)

 

(351,063

)

 

(488,619

)

Net change in non-cash working capital

 

16

  

(60,766

)

  

59,374

   

400,276

 
               
    

(308,092

)

 

(291,689

)

 

(88,343

)

               

Investing Activities

               

Expenditures on exploration and evaluation assets

    

(229,840

)

 

(218,352

)

 

(1,179,581

)

Proceeds on sale of investments

     

8,730

   

136,899

   

26,834

 

Increase in reclamation bond

    

(43,982

)

  

-

  

(58,937

)

               
    

(265,092

)

 

(81,453

)

 

(1,211,684

)

               

Financing Activities

               

Issuance of shares for cash, net

     

712,250

   

366,450

   

-

 
               

Effect of exchange rate fluctuations on cash and equivalents

     

435

   

316

  

(17

)

               

Change in cash and equivalents

     

139,501

  

(6,376

)

 

(1,300,044

)

Cash and cash equivalents, beginning of year

     

8,074

   

14,450

   

1,314,494

 
               

Cash and cash equivalents, end of year

    

$

147,575

  

$

8,074

  

$

14,450

 
               
               

Supplementary Cash Flow Disclosures

               

Cash paid during the year for:

               

Interest expense

    

$

-

  

$

-

  

$

-

 

Income taxes

    

$

-

  

$

-

  

$

-

 

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

    

$

(17,741

)

 

$

(4,829

)

 

$

(9,026

)

 

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

 

 
14
 

 

CORAL GOLD RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the years ended January 31, 2015, 2014, and 2013

(Expressed in Canadian dollars)


 

1. NATURE AND CONTINUANCE OF OPERATIONS

 

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

 

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

 

These consolidated financial statements have been prepared on a going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. As at January 31, 2015, the Company has a working capital of $11,324 and accumulated losses of $29,723,877. The Company has not yet generated any revenues from its operations. The Company is required to raise new financing through the sale of shares or issuance of debt to continue with its operations and to develop its mineral properties. Although management intends to secure additional financing, there is no assurance that management will be successful in its efforts to secure additional financing or that it will ever develop a self-supporting business. These factors together form a material uncertainty which may raise significant doubt about the Company's ability to continue as a going concern. These consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

2. BASIS OF PRESENTATION

 

Statement of compliance

 

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

 

Basis of presentation

 

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

 

Approval of the consolidated financial statements

 

These consolidated financial statements were reviewed by the Audit Committee and approved and authorized for issue by the Board of Directors on May 29, 2015.

 

Foreign Currency Translation

 

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

 

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

 

 
15
 

 

CORAL GOLD RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the years ended January 31, 2015, 2014, and 2013

(Expressed in Canadian dollars)


 

2. BASIS OF PRESENTATION (continued)

 

Significant Accounting Judgements and Estimates

 

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

 

 

a)

Going concern

 

 

 
 

 

Determining if the Company has the ability to raise the financing required to continue as a going concern is a judgment made by management. Further disclosure is included in Note 1.

 

 

 
 

b)

Impairment of equipment and exploration and evaluation assets

 

 

 
 

 

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

 

 

 
 

c)

Depreciation rate for equipment

 

 

 
 

 

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

 

 

 
 

d)

Estimated reclamation provisions

 

 

 
 

 

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

 

 

 
 

e)

Valuation of share based payments

 

 

 
 

 

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

 

 
16
 

 

CORAL GOLD RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the years ended January 31, 2015, 2014, and 2013

(Expressed in Canadian dollars)


 

2. BASIS OF PRESENTATION (continued)

 

Significant Accounting Judgements and Estimates (continued)

 

 

f)

Recognition and measurement of deferred tax assets and liabilities

 

 

 
 

 

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

 

3. SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Consolidation

 

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

 

  Ownership
Interest
 

Jurisdiction

 

Nature of Operations

Coral Resources, Inc.

 

100

%

 

Nevada, USA

 

Exploration Company

 

 

 

 

 

 

 

Coral Energy Corporation

  

100

%

 

California, USA

 

Holding Company

 

 

 

 

 

 

 

Marcus Corporation

  

98.49

%

 

Nevada, USA

 

Holding Company

 

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

 

Financial Instruments

 

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

 

 
17
 

 

CORAL GOLD RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the years ended January 31, 2015, 2014, and 2013

(Expressed in Canadian dollars)


 

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Financial Instruments (continued)

 

The Company has classified its cash and cash equivalents as FVTPL. Investments in related companies are classified as available for sale and amounts due from a related party are classified as loans and receivables. Accounts payable and amounts due to related parties are classified as other liabilities.

 

Fair value hierarchy

 

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

 

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

 

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

 

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

 

Cash and cash equivalents

 

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

 

Exploration and evaluation assets

 

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

 

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

 

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

 

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

 

 
18
 

 

CORAL GOLD RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the years ended January 31, 2015, 2014, and 2013

(Expressed in Canadian dollars)


 

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Property and equipment

 

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

 

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

 

Computer hardware

20% declining balance

Equipment

20% declining balance

Vehicles

5 years straight line

 

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

 

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

 

Impairment

 

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

 

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

 

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

 

Accounting for equity units

 

Proceeds received on the issuance of units, comprised of common shares and warrants are allocated based on a value determined by the Black-Scholes option pricing model for the warrants.

 

 
19
 

  

CORAL GOLD RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the years ended January 31, 2015, 2014, and 2013

(Expressed in Canadian dollars)


 

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Share-based payment transactions

 

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

 

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

 

Provisions

 

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

 

Reclamation provision

 

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

 

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

 

Income (loss) per share

 

The Company presents basic and diluted income (loss) per share data for its common shares, calculated by dividing the income (loss) attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period. Diluted income (loss) per share is determined by adjusting the income (loss) attributable to common shareholders and the weighted average number of common shares outstanding for the effects of all dilutive potential common shares. In the Company's case, diluted income (loss) per share is the same as basic income (loss) per share as the effects of including all outstanding options and warrants would be anti-dilutive.

 

 
20
 

 

CORAL GOLD RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the years ended January 31, 2015, 2014, and 2013

(Expressed in Canadian dollars)


 

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Income taxes

 

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

 

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

 

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

 

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

 

New accounting standards adopted by the Company

 

The mandatory adoption of the following new and revised accounting standards and interpretations on February 1, 2014 had no significant impact on the Company's consolidated financial statements for the years presented:

 

IAS 36 – Impairment of Assets

In May 2013, the IASB issued an amendment to address the disclosure of information about the recoverable amount of impaired assets or a CGU for periods in which an impairment loss has been recognized or reversed. The amendments also address disclosure requirements applicable when an asset's or a CGU's recoverable amount is based on fair value less costs of disposal.

 

IFRIC 21 – Levies

In May 2013, the IASB issued IFRIC 21, Levies ("IFRIC 21"), an interpretation of IAS 37, Provisions, Contingent Liabilities and Contingent Assets ("IAS 37"), on the accounting for levies imposed by governments. IAS 37 sets out criteria for the recognition of a liability, one of which is the requirement for the entity to have a present obligation as a result of a past event ("obligating event"). IFRIC 21 clarifies that the obligating event that gives rise to a liability to pay a levy is the activity described in the relevant legislation that triggers the payment of the levy.

 

Accounting Standards and Amendments Issued But Not Yet Effective

 

The following accounting standards were issued but not yet effective as of January 31, 2015:

 

IFRS 15 – Revenue from Contracts with Customers

In May 2014, the IASB issued IFRS 15 – Revenue from Contracts with Customers ("IFRS 15") which supersedes IAS 11 – Construction Contracts, IAS 18 – Revenue, IFRIC 13 – Customer Loyalty Programmes, IFRIC 15 – Agreements for the Construction of Real Estate, IFRIC 18 – Transfers of Assets from Customers, and SIC 31 – Revenue – Barter Transactions Involving Advertising Services. IFRS 15 establishes a comprehensive five-step framework for the timing and measurement of revenue recognition. The standard is effective for annual periods beginning on or after January 1, 2017. The Company is currently evaluating the impact the final standard may have on its consolidated financial statements.

 

IFRS 9 – Financial Instruments

The IASB intends to replace IAS 39 – Financial Instruments: Recognition and Measurement in its entirety with IFRS 9 – Financial Instruments ("IFRS 9") which is intended to reduce the complexity in the classification and measurement of financial instruments. In February 2014, the IASB tentatively determined that the revised effective date for IFRS 9 would be January 1, 2018. The Company is currently evaluating the impact the final standard may have on its consolidated financial statements.

 

 
21
 

 

CORAL GOLD RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the years ended January 31, 2015, 2014, and 2013

(Expressed in Canadian dollars)


 

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Annual improvements

 

In December 2013, the IASB issued the Annual Improvements 2010-2012 and 2011-2013 cycles, effective for annual periods beginning on or after July 1, 2014. In September 2014, the IASB issued the Annual Improvements 2012-2014 cycle, effective for annual periods beginning on or after July 1, 2016. These Annual Improvements made necessary but non-urgent amendments to existing IFRSs. These amendments are not expected to have a significant impact on the Company's consolidated financial statements.

 

4. EXPLORATION AND EVALUATION ASSETS

 

The Company has accumulated the following acquisition and exploration expenditures:

 

  Robertson
Property
  Ruf and Norma Sass Claims  Other  Total 
         

Balance, January 31, 2013

 

$

19,217,772

  

$

46,445

  

$

3

  

$

19,264,220

 
                

Exploration costs during 2014:

                

Consulting

  

69,590

   

-

   

-

   

69,590

 

Lease payments

  

68,548

   

-

   

-

   

68,548

 

Mapping

  

2,574

   

-

   

-

   

2,574

 

Taxes, licenses and permits

  

71,596

   

6,044

   

-

   

77,640

 

Reclamation provision

  

43,000

   

-

   

-

   

43,000

 

Impairment (Note 5)

 

(498,528

)

  

-

   

-

  

(498,528

)

                

Balance, January 31, 2014

 

$

18,974,552

  

$

52,489

  

$

3

  

$

19,027,044

 
                

Exploration costs during 2015:

                

Consulting

  

42,269

   

-

   

-

   

42,269

 

Lease payments

  

13,376

   

-

   

-

   

13,376

 

Taxes, licenses and permits

  

62,910

   

7,138

   

-

   

70,048

 
                

Balance, January 31, 2015

 

$

19,093,107

  

$

59,627

  

$

3

  

$

19,152,737

 

 

The Company has certain interests in 688 patented and unpatented lode mining claims located in Lander County, Nevada, subject to net smelter returns ("NSR") on production ranging from 4% to 10%, and which certain leases provide for advanced royalty payments.

 

 

a)

Robertson Property

 

 

 
 

 

On March 5, 2014, the Company entered into an exploration and option to joint venture agreement with Barrick Gold Corporation ("Barrick"). As a result, the Robertson property is now comprised of four contiguous claim groups known as the Core claims, Gold Ridge claims, Excluded claims, and Ruf claims.

 

 

 
 

 

(1) Core Claims

 

 

 
 

 

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

 

 
22
 

  

CORAL GOLD RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the years ended January 31, 2015, 2014, and 2013

(Expressed in Canadian dollars)


 

4. EXPLORATION AND EVALUATION ASSETS (continued)

 

 

a)

Robertson Property (continued)

 

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

 

(i) Chachas/Moore Lease

 

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

 

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

 

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

 

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

 

(iii) Northern Nevada Lease

 

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

 

(2) Gold Ridge Claims

 

In an agreement dated March 5, 2014, the Company granted Barrick Gold Exploration Inc. an option to purchase a 60% interest in 108 claims on the west side of the Core claims.

 

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

 

(i) Breckon Lease June Claims

 

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

 

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

 

 
23
 

 

CORAL GOLD RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the years ended January 31, 2015, 2014, and 2013

(Expressed in Canadian dollars)


 

4. EXPLORATION AND EVALUATION ASSETS (continued)

 

 

a)

Robertson Property (continued)

 

(2) Gold Ridge Claims (continued)

 

(ii) Northern Nevada Lease

 

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

 

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

 

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

 

The Amax 61% interest was subsequently acquired by Cortez GML, and is currently owned by Barrick Gold Corporation.

 

(4) Ruf Claims – 66.67% owned

 

By an amended option agreement dated September 13, 1995, the Company granted Levon Resources Ltd., a company related by common directors, an option to purchase a 50% interest in 58 claims including 23 Ruf, 24 Norma and 11 Sass Claims (Notes 4a(1)(iii) and 4d), of which the Ruf claims form a portion of the Robertson Property and the Norma Sass claims constitute the Norma Sass Property. On December 31, 2002, the Agreement was amended whereby Levon earned a 33.33% interest in these claims. Expenditures incurred on the Ruf claims have been classified to Ruf and Norma Sass claims in the exploration expenditure table. A third party holds a 3% NSR royalty from some of these mining claims, up to a limit of US$1,250,000.

 

 

b)

Norma Sass Property – 66.67% interest

 

 

 
 

 

The Company holds a 66.67% interest in the 38 Norma Sass mining claims located in Lander County, Nevada, pursuant to a mineral lease and option-to-purchase agreement (Note 4a(4)). The remaining 33.33% interest is held by Levon.

 

 

 
 

c)

JDN Hilltop Crest – 100% interest

 

 

 
 

 

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

 

 

 
 

d)

Eagle Claims – 50% interest

 

 

 
 

 

The Company holds a 50% interest in 45 claims in the Eagle Claims situated in the Shoshone Range, Lander County, Nevada. The remaining 50% interest is held by Levon.

 

 
24
 

  

CORAL GOLD RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the years ended January 31, 2015, 2014, and 2013

(Expressed in Canadian dollars)


 

4. EXPLORATION AND EVALUATION ASSETS (continued)

 

Realization of Exploration and Evaluation Assets

 

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

 

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

 

Title to Exploration and Evaluation Assets Interests

 

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

 

Environmental

 

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

 

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

 

5. IMPAIRMENT OF EXPLORATION AND EVALUATION ASSETS

 

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

 

During the year ended January 31, 2014, the Company determined that 184 claims were insignificant to the core property and did not warrant additional expenditures for claims maintenance. The 184 claims were previously part of the core claims – 100% and described in note 4 (a). The Company concluded that these claims were not required to maintain the value of the other core claims and therefore the costs incurred to date on those claims should be written off. The Company acquired these claims between 1986 and 1991. The $498,528 carrying value of the claims disposed was recorded as a charge to operations and is included in net loss in 2014. There were no impairments or write-offs during the current year.

  

 
25
 

  

CORAL GOLD RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the years ended January 31, 2015, 2014, and 2013

(Expressed in Canadian dollars)


 

6. PROPERTY AND EQUIPMENT

 

  Land  Buildings  Vehicles  Computer Hardware  Equipment  TOTAL 
  $  $  $  $  $  $ 

COST

            

Balance at January 31, 2013

 

84,127

  

18,708

  

6,920

  

5,926

  

3,459

  

119,140

 

Additions

  

-

   

-

   

-

   

-

   

-

   

-

 

Balance at January 31, 2014

  

84,127

   

18,708

   

6,920

   

5,926

   

3,459

   

119,140

 

Additions

  

-

   

-

   

-

   

-

   

-

   

-

 

Balance at January 31, 2015

  

84,127

   

18,708

   

6,920

   

5,926

   

3,459

   

119,140

 
                        
ACCUMULATED DEPRECIATION                      

Balance at January 31, 2013

  

-

   

-

   

6,681

   

5,211

   

889

   

12,781

 

Depreciation

  

-

   

6,080

   

239

   

143

   

513

   

6,975

 

Balance at January 31, 2014

  

-

   

6,080

   

6,920

   

5,354

   

1,402

   

19,757

 

Depreciation

  

-

   

1,872

   

-

   

114

   

411

   

2,397

 

Balance at January 31, 2015

  

-

   

7,952

   

6,920

   

5,468

   

1,814

   

22,154

 
                        

CARRYING VALUE

                        

At January 31, 2014

  

84,127

   

12,628

   

-

   

572

   

2,057

   

99,383

 

At January 31, 2015

  

84,127

   

10,756

   

-

   

458

   

1,645

   

96,986

 

 

 
26
 

  

CORAL GOLD RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the years ended January 31, 2015, 2014, and 2013

(Expressed in Canadian dollars)


 

7. INVESTMENT IN RELATED COMPANIES

 

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

 

  Number of
Shares
  Cost   Accumulated Unrealized Gain (Loss)   Fair Value 
         

Available-for-sale shares:

        

Levon Resources Ltd.

 

519,071

  

$

41,237

  

$

104,103

  

$

145,340

 

Great Thunder Gold Corp (formerly Mill Bay Ventures Inc.)*

  

17,291

   

1,297

  

(605

)

  

692

 
                
     

$

42,534

  

$

103,498

  

$

146,032

 

 

At January 31, 2014, the Company held shares as follows:

 

  Number of
Shares
  Cost   Accumulated Unrealized Gain (Loss)   Fair Value 
         

Available-for-sale shares:

        

Levon Resources Ltd.

 

539,071

  

$

42,837

  

$

97,321

  

$

140,158

 

Great Thunder Gold Corp (formerly Mill Bay Ventures Inc.)*

  

17,291

   

1,297

  

(950

)

  

347

 
                
     

$

44,134

  

$

96,371

  

$

140,505

 

 

*Mill Bay Ventures Inc. affected a 3:1 consolidation and changed its name to Great Thunder Gold Corp. during the year ended January 31, 2014.

 

During the year ended January 31, 2015, the Company recorded an unrealized pre-tax gain of $7,127 (2014 – loss of $226,639; 2013 – loss of $559,583) on investments in related companies, representing the change in fair value during the year.

 

Certain directors of Levon and Great Thunder Gold Corp. (formerly Mill Bay Ventures Inc.) are also directors of the Company.

 

During the year ended January 31, 2015, the Company sold 20,000 (2014 – 370,000; 2013 – 58,500) Levon shares and realized a gain of $7,130 (2014 - $107,300; 2013 - $22,155).

 

During the year ended January 31, 2013, the share price of Great Thunder Gold Corp. (formerly Mill Bay Ventures Inc.) declined significantly. The amount of the cumulative unrealized loss that is reclassified from other comprehensive loss represents the difference between the book cost and current fair value. The amount reclassified at January 31, 2013 was $40,337 which was included in net loss for 2013.

 

 
27
 

  

CORAL GOLD RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the years ended January 31, 2015, 2014, and 2013

(Expressed in Canadian dollars)


 

8. RECLAMATION BONDS

 

Under the Bureau of Land Management of the United States (the "Bureau"), the Company is required to hold reclamation bonds that cover the estimated cost to reclaim the ground disturbed. During the year ended January 31, 2015, at the request of the Bureau the Company increased the bonds by US$40,149 (2014 - US$59,089).

 

As at January 31, 2015, the total reclamation deposits were $655,209 (US$515,466) (2014 – $529,408 (US$475,317)).

 

The Company placed the funds in trust with a fully secured standby letter of credit lodged as collateral in support of the bond. Interest is accrued on the bond at a monthly weighted average rate of 0.05% (2014 - 0.05%).

 

9. SHARE CAPITAL

 

 

a)

Authorized

 

 

 
 

 

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

 

 

 
 

b)

Issued during 2015 and 2014

 

 

 
 

 

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

 

 

 
 

 

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

 

 

 
 

 

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

 

 

 
 

 

On July 17, 2013, the Company closed a non-brokered private placement issuing 3,694,500 units at a price of $0.10 per unit for gross proceeds of $369,450. Each unit is comprised of one common share and one non-transferable share purchase warrant. Each share purchase warrant is exercisable at a price of $0.15 expiring on July 17, 2015. The company paid cash finders' fees of $3,000. The fair value of the warrants issued has been estimated using the Black-Scholes options pricing model with the following assumptions, respectively: risk-free interest rate of 1.09%, dividend yield rates of $nil, volatility of 76.45% and expected lives of 2 years. Of the $369,450 total aggregate proceeds raised, $91,260 was attributable to warrants and $278,190 was attributable to common shares.

 

 

 
 

 

On March 18, 2013, the Company issued 514,892 common shares to four related companies settling amounts payable totalling $128,723 at a deemed price of $0.25 per share. The shares issued had a fair value of $82,383 and the Company recorded a gain on settlement of debt of $46,340. The shares issued by the Company were subject to a four month hold period that expired on July 18, 2013.

 

 
28
 

  

CORAL GOLD RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the years ended January 31, 2015, 2014, and 2013

(Expressed in Canadian dollars)


 

9. SHARE CAPITAL (continued)

 

 

c)

Share purchase warrants and compensation options

 

 

 
 

 

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

 

 

 
 

 

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

 

 

 
 

 

During the year ended January 31, 2014, the Company recorded an incremental compensation cost totaling $6,721 for the excess of the fair value of the original warrants immediately before their terms were modified and the fair value of the modified warrants at the date of modification. The fair value of warrants modified has been estimated using the Black-Scholes option pricing with the following assumptions: risk-free interest rates of 1.25%, dividend yield rates of 0%, volatility of 74.91%, and expected lives of 1 year.

 

 

 
 

 

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

 

  Number of Warrants  Weighted Average Exercise Price 

Balance, January 31, 2013

 

6,464,120

  

$

0.75

 

Issued

  

3,694,500

  

$

0.15

 

Balance, January 31, 2014

  

10,158,620

  

$

0.53

 

Exercised

 

(45,000

)

 

$

0.15

 

Balance, January 31, 2015

  

10,113,620

  

$

0.53

 

 

Details of share purchase warrants outstanding as of January 31, 2015 and 2014 are:

 

    Warrants Outstanding and Exercisable 

Expiry Date

 Exercise Priceper Share  January 31,
2015
  January 31,
2014
 
       

April 1, 2015

 

$

0.75

  

4,709,120

  

4,709,120

 

April 23, 2015

 

$

0.75

   

1,755,000

   

1,755,000

 

July 17, 2015

 

$

0.15

   

3,649,500

   

3,694,500

 
      

10,113,620

   

10,158,620

 

 

 

 
29
 

  

CORAL GOLD RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the years ended January 31, 2015, 2014, and 2013

(Expressed in Canadian dollars)


 

9. SHARE CAPITAL (continued)

 

 

d)

Stock options

 

 

 
 

 

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

 

 

 
 

 

For the years ended January 31, 2015 and 2014 stock option activity is summarized as follows:

 

  Number of
Options
  Weighted Average Exercise Price 

Stock options outstanding, January 31, 2013

 

3,285,000

  

$

0.51

 

Granted

  

-

   

-

 

Cancelled

 

(65,000

)

 

$

0.43

 

Expired

 

(65,000

)

 

$

1.00

 

Stock options outstanding, January 31, 2014

  

3,155,000

  

$

0.50

 

Granted

  

1,420,000

  

$

0.24

 

Cancelled

  

-

   

-

 

Expired

 

(605,000

)

 

$

0.71

 

Stock options outstanding, January 31, 2015

  

3,970,000

  

$

0.37

 

Stock options exercisable, January 31, 2015

  

3,947,500

  

$

0.38

 

 

A summary of stock options outstanding as at January 31, 2015 is as follows:

 

Number

Outstanding

 Exercise Price  Weighted Average Remaining Contractual Life (years)  Intrinsic Value 

 Expiry Date

50,000

 

$

0.24

  

0.12

  

$

0.00

 

March 14, 2015

550,000

 

$

0.45

   

0.63

  

$

0.00

 

September 17, 2015

420,000

 

$

0.80

   

1.97

  

$

0.00

 

January 21, 2016

900,000

 

$

0.40

   

2.06

  

$

0.00

 

February 22, 2017

680,000

 

$

0.30

   

2.70

  

$

0.00

 

October 12, 2017

1,370,000

 

$

0.24

   

4.12

  

$

0.00

 

March 14, 2019

             

3,970,000

 

$

0.37

   

2.54

      

 

 
30
 

 

CORAL GOLD RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the years ended January 31, 2015, 2014, and 2013

(Expressed in Canadian dollars)


 

10. SHARE-BASED PAYMENTS

 

On March 14, 2014, the Company granted incentive stock options for the purchase of up to 1,420,000 common shares at a price of $0.24 per share to directors, officers, consultants, and employees of the Company. Of these, 50,000 stock options are exercisable on or before March 14, 2015, and 1,370,000 stock options are exercisable on or before March 14, 2019.

 

No stock options were granted during the year ended January 31, 2014.

 

During the year ended January 31, 2013, the Company granted stock options to various directors, officers, employees, consultants, and investor relations of the Company to purchase up to a total of 1,765,000 common shares at a weighted average exercise price of $0.36 pursuant to the Company's stock option plan. The options vest on dates ranging from the grant date to October 12, 2013. The options are exercisable on or before October 12, 2017.

 

The Company recorded total share-based payments of $259,163 for the grant and vesting of stock options and for the extension of the expiry date of warrants during the year ended January 31, 2015 (2014 - $9,350; 2013 - $855,773) as follows:

 

  2015  2014  2013 
       

Directors, officers and employees

 

$

214,200

  

$

-

  

$

366,171

 

Investor relations

  

11,447

   

2,629

   

10,371

 

Consultants

  

11,900

   

-

   

49,382

 

Extension of warrants

  

21,616

   

6,721

   

429,849

 
 

$

259,163

  

$

9,350

  

$

855,773

 

 

Option pricing requires the use of highly subjective estimates and assumptions including the expected stock price volatility. Changes in the underlying assumptions can materially affect the fair value estimates. The fair value of the options re-valued and granted to officers, directors, consultants and employees was calculated using the Black-Scholes model with following weighted average assumptions:

 

  2015  2014  2013 

Weighted average assumptions:

      

Risk-free interest rate

 

1.39

%

 

-

  

1.38

%

Expected dividend yield

  

-

   

-

   

-

 

Expected option life (years)

  

4.86

   

-

   

4.82

 

Expected stock price volatility

  

96.63

%

  

-

   

108

%

Weighted average fair value at grant date

 

$

0.17

   

-

  

$

0.24

 

 

Expected volatility was forecasted based on the historical volatility of the Company.

 

 
31
 

  

CORAL GOLD RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the years ended January 31, 2015, 2014, and 2013

(Expressed in Canadian dollars)


 

11. RELATED PARTY TRANSACTIONS AND BALANCES

 

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

 

 

a)

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

 

 

  2015  2014  2013 
       

Salaries, bonuses, fees and benefits

      

Members of the Board of Directors

 

$

62,835

  

$

66,000

  

$

110,564

 

Other members of key management

  

24,067

   

43,707

   

57,162

 
            

Share-based payments

            

Members of the Board of Directors

  

161,500

   

-

   

269,501

 

Other members of key management

  

34,000

   

-

   

50,821

 
 

$

282,402

  

$

109,707

  

$

488,048

 

 

 

b)

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

 

  January 31,
2015
  January 31,
2014
 

Levon Resources Ltd.

 

$

58,903

  

$

43,908

 

Great Thunder Gold (formerly Mill Bay Ventures)

  

-

   

2,263

 

Total

 

$

58,903

  

$

46,171

 

 

 

c)

In the normal course of operations the Company transacts with companies with directors or officers in common. During the year ended January 31, 2015, the Company settled $205,751 (2014 - $128,722) of related party debt through issuance of common shares of the Company, as described in Note 9b. At January 31, 2015 and January 31, 2014, the following amounts are payable to related parties:

 

  January 31, 2015  January 31, 2014 

Directors

 

$

52,500

  

$

34,500

 

Oniva International Services Corp.

  

5,514

   

153,566

 

Sampson Engineering Inc.

  

1,200

   

18,641

 

Wear Wolfin Designs Inc.

  

5,250

   

13,860

 

Saulnier Capital

  

1,103

   

4,028

 

Frobisher Securities Ltd.

  

4,200

   

4,200

 

Intermark Capital Corp.

  

13,125

   

34,650

 
 

$

82,892

  

$

263,445

 

 

The amounts included above in 11(b) and 11(c) are unsecured, non-interest bearing with no fixed terms of repayment.

 

 
32
 

 

CORAL GOLD RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the years ended January 31, 2015, 2014, and 2013

(Expressed in Canadian dollars)


 

11. RELATED PARTY TRANSACTIONS AND BALANCES (continued)

 

 

d)

Other related party transactions

 

 

 
 

 

The Company has a cost-sharing agreement to reimburse Oniva International Services Corp. ("Oniva"), as described in Note 13. The transactions with Oniva during the year are summarized below:

 

  2015  2014  2013 

Salaries and benefits

 

$

40,640

  

$

77,785

  

$

132,884

 

Office and miscellaneous

  

26,035

   

48,489

   

98,036

 
            
 

$

66,675

  

$

126,274

  

$

230,920

 

 

Salaries and benefits above includes $4,037 for key management personnel compensation that has been included in Note 11(a).

 

12. RECLAMATON PROVISION

 

The Company's reclamation provision relates to the reclamation work required by the Bureau to be performed on the Robertson Property.

 

Management estimates the total undiscounted inflation-adjusted amount of cash flows required to settle its reclamation provision to be approximately $574,756 (US$452,172) (2014 - $503,629 (US$452,172)), which is expected to be incurred during 2018. The risk-free rate of 3% (2014 – 3%) was used to calculate the present value of the reclamation provision.

 

A reconciliation of the reclamation provision is as follows:

 

  January 31,
2015
  January 31,
2014
 
     

Beginning balance

 

$

484,000

  

$

395,000

 

Unwinding of discount

  

14,519

   

11,850

 

Change in estimates

  

-

   

43,000

 

Change in foreign exchange rate

  

67,891

   

34,150

 
 

$

566,410

  

$

484,000

 

 

13. COMMITMENTS

 

The Company has a cost-sharing agreement to reimburse Oniva for a percentage of its overhead expenses, to reimburse 100% of its out-of-pocket expenses incurred on behalf of the Company, and to pay a percentage fee based on the total overhead and corporate expenses. The agreement may be terminated with one-months' notice by either party. Transactions and balances with Oniva are disclosed in Note 11.

 

14. FINANCIAL INSTRUMENTS

 

The fair values of the Company's cash and cash equivalents, amounts receivable from a related party, accounts payable, and amounts payable to related parties approximate their carrying values due to the short-term nature of these instruments. Investment securities are accounted for at fair value based on quoted market prices.

 

The Company's financial instruments are exposed to certain financial risk, credit risk, liquidity risk, and market risk.

 

 
33
 

 

CORAL GOLD RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the years ended January 31, 2015, 2014, and 2013

(Expressed in Canadian dollars)


 

14. FINANCIAL INSTRUMENTS (continued)

 

 

a)

Credit risk

 

 

 
 

 

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

 

 

 
 

 

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

 

 

 
 

 

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

 

  January 31,
2015
  January 31,
2014
 
     

Cash held at major financial institutions

    

Canada – cash

 

$

103,470

  

$

4,706

 

US - cash

  

44,105

   

3,368

 
        
  

147,575

   

8,074

 

Reclamation deposits held at major financial institutions

  

655,209

   

529,408

 
        

Total cash and reclamation deposits

 

$

802,784

  

$

537,482

 

 

 

b)

Liquidity risk

 

 

 
 

 

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

 

 

 
 

 

The Company manages its liquidity risk by forecasting cash flows required by operations and anticipated investing and financing activities. The Company had a working capital of $11,324 at January 31, 2015 and a working capital deficit of $486,109 at January 31, 2014. The Company has cash at January 31, 2015 in the amount of $147,575 (2014 - $8,074) in order to meet short-term business requirements. At January 31, 2015, the Company had current liabilities of $154,653 (2014 - $499,993). Accounts payable have contractual maturities of approximately 30 days and are subject to normal trade terms. Amounts due to related parties are without stated terms of interest or repayment.

 

 

 
 

 

The Company will require significant cash funding to conduct its planned exploration programs, meet its administrative overhead costs, and maintain its mineral properties in 2016.

 

 
34
 

  

CORAL GOLD RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the years ended January 31, 2015, 2014, and 2013

(Expressed in Canadian dollars)


 

14. FINANCIAL INSTRUMENTS (continued)

 

 

c)

Market risk

 

 

 
 

 

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

 

 

 
 

 

Interest rate risk

 

 

 
 

 

Interest rate risk consists of two components:

 

  

(i)

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

  

 

 
  

(ii)

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

 

The Company is exposed to interest rate price risk with respect to reclamation deposits as they bear interest at market rates. However, given the stated rates of interest are fixed, the Company is not exposed to significant interest rate price risk as at January 31, 2015 and 2014.

 

Foreign currency risk

 

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

 

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

 

  January 31,
2015
  January 31,
2014
 
     

Cash

 US$34,698  US$ 3,024 

Other amounts receivable

 

2,343

  

2,085

 

Amounts receivable from a related parties

  

46,340

   

41,454

 

Reclamation bonds

  

515,466

   

475,317

 

Accounts payable

 

(15,945

)

 

(117,288

)

        

Net exposure

 US$

 582,902

  US$

 404,592

 
        

Canadian dollar equivalent

 

$

740,927

  

$

450,634

 

 

Based on the net Canadian dollar denominated asset and liability exposures as at January 31, 2015, a 10% (2014 – 10%) fluctuation in the Canadian/US exchange rates will impact the Company's net income and comprehensive income by approximately $74,093 (2014 - $45,063).

 

The Company manages foreign currency risk by minimizing the value of financial instruments denominated in foreign currency. The Company has not entered into any foreign currency contracts to mitigate this risk.

 

 
35
 

 

CORAL GOLD RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the years ended January 31, 2015, 2014, and 2013

(Expressed in Canadian dollars)


 

14. FINANCIAL INSTRUMENTS (continued)

 

 

c)

Market risk (continued)

 

 

 
 

 

Other price risk

 

 

 
 

 

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

 

 

 
 

 

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

 

 

 
 

d)

Classification of Financial instruments

 

 

 
 

 

IFRS 7 'Financial Instruments: Disclosures' establishes a fair value hierarchy that prioritizes the input to valuation techniques used to measure fair value as follows:

 

 

 
 

 

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;

 

 

 
 

 

Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and

 

 

 
 

 

Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).

 

 

 
 

 

The following table sets forth the Company's financial assets measured at fair value on a recurring basis by level within the fair value hierarchy as at January 31, 2015:

 

  Level 1  Level 2  Level 3 

Cash and cash equivalents

 

$

147,575

  

-

  

-

 

Investments in related companies

  

146,032

   

-

   

-

 
 

$

293,607

   

-

   

-

 

 

15. CAPITAL MANAGEMENT

 

The Company's objectives when managing capital are to safeguard the Company's ability to continue as a going concern in order to pursue the exploration and development of its properties and to maintain flexible capital structure for its projects for the benefit of its stakeholders. In the management of capital, the Company includes the components of shareholders' equity.

 

The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares or adjust the amount of cash and cash equivalents. Management reviews the capital structure on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. The Company is not subject to externally imposed capital requirements. There were no changes to the Company's capital management during the year ended January 31, 2015.

 

 
36
 

  

CORAL GOLD RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the years ended January 31, 2015, 2014, and 2013

(Expressed in Canadian dollars)


 

16. ADDITIONAL CASH FLOW DISCLOSURES

 

The net change in non-cash working capital is comprised of the following:

 

  January 31,
2015
  January 31,
2014
 
     

Amounts receivable from related parties

 

$

(12,732

)

 

$

(9,268

)

Other amounts receivable

 

(12,144

)

  

32,783

 

Prepaid expenses

 

(448

)

  

3,107

 

Accounts payable and accrued liabilities

 

(67,252

)

 

(35,817

)

Amounts payable to related parties

  

31,810

   

68,569

 
 

$

(60,766

)

 

$

59,374

 

 

17. INCOME TAXES

 

Income tax recovery differs from the amount that would result from applying the Canadian federal and provincial statutory income tax rates to income (loss) before future income taxes. For the year ended January 31, 2015, the Canadian statutory rate is 26% (2014 - 26%).

 

  2015  2014  2013 
       

Expected income tax recovery

 

$

123,811

  

$

181,670

  

$

348,647

 

Permanent differences

 

(53,714

)

  

10,760

  

(225,749

)

Changes in timing differences and other

 

(108,612

)

  

9,659

  

(21,221

)

Effect of foreign exchange changes on U.S. loss carry-forwards

  

663,891

   

492,885

  

(196,741

)

Expired losses

 

(123,653

)

 

(20,428

)

 

(115,221

)

Changes in unrecognized deferred income tax assets

 

(62,588

)

 

(135,099

)

 

(61,408

)

Adjustments due to effective tax rate attributable to U.S. income taxes

  

37,585

   

37,513

   

126,053

 

Changes in income tax rates and other exchange

  

-

   

70,895

  

(2,338

)

Total deferred income tax recovery (expense)

 

$

476,720

  

$

647,855

  

$

(147,978

)

 

The components of the deferred income tax assets (liabilities), after applying enacted Canadian rates of 26% (2014 - 26%) and enacted US rates of 35.0% (2014 - 35.0%), are as follows:

 

  2015  2014 
     

Deferred income tax assets

    

Non-capital loss carry-forwards

 

$

5,345,044

  

$

4,355,403

 

Other

 

15,858

  

8,685

 
  

5,360,902

   

4,364,088

 

Deferred income tax liabilities

        

Investment securities

 

(2,680

)

 

(1,917

)

Exploration and evaluation assets

 

(6,648,222

)

 

(6,128,891

)

Net deferred income tax liability

 

$

(1,290,000

)

 

$

(1,766,720

)

 

 
37
 

  

CORAL GOLD RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the years ended January 31, 2015, 2014, and 2013

(Expressed in Canadian dollars)


 

17. INCOME TAXES (continued)

 

At January 31, 2015, the Company had, for Canadian tax purposes, non-capital losses aggregating approximately $7,137,000. These losses are available to reduce taxable income earned by the Canadian operations of future years and expire as follows between 2026 and 2035.

 

At January 31, 2015, the Company had, for US tax purposes, net operating losses aggregating approximately US$12,061,000. The net operating losses are available to offset taxable income earned by the US operations of future years and expire as follows between 2020 and 2035.

 

18. SEGMENTED INFORMATION

 

The Company operates one operating segment, mineral exploration and development activities. The Company is in the exploration stage and, accordingly, has no reportable revenues for the year ended January 31, 2015, 2014, and 2013.

 

The Company has non-current assets in the following geographic locations:

 

  January 31,
2015
  January 31,
2014
 

Canada

 

$

148,139

  

$

143,136

 

USA

  

19,902,825

   

19,653,204

 
 

$

20,050,964

  

$

19,796,340

 

 

19. SUBSEQUENT EVENT

 

In May 2015, Barrick Gold Corporation has given a Notice of Termination and Release of the Exploration and Option to Joint Venture Agreement on the Gold Ridge Property originally dated March 5, 2014 (Note 4 (a)(2)), Coral will continue to identify and evaluate potential partners that have the financial capability to advance the Robertson project into commercial production.

 

 
38
 

 

SIGNATURE

 

The registrant hereby certifies that it meets all of the requirements for filing this Amendment No. 1 to Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

 

 CORAL GOLD RESOURCES LTD. 
    
Dated:  December 22, 2015By:/s/ David Wolfin 
  David Wolfin, Chief Executive Officer 
  (Principal Executive Officer) 

  

 
39
 

  

Exhibit Number

 

Name

1.1

 

Memorandum of Coral Gold Resources Ltd.*

1.2

 

Articles of Coral Gold Resources Ltd.*

8.1

 

List of Subsidiaries*

12.1

 

Certification of the Principal Executive Officer

12.2

 

Certification of the Principal Financial Officer

13.1

 

Certificate of Principal Executive Officer under the Sarbanes-Oxley Act*

13.2

 

Certificate of Principal Financial Officer under the Sarbanes-Oxley Act*

15.1

 

Geological Report on the Robertson Property*

15.2

 

Update of the Geological Report on the Robertson Property*

______________

* Previously filed.

 

 

40