UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________
 
FORM 20-F
__________________________
oREGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
or

xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended January 31, 20132014
 
or

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

oSHELL 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)
(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 33,563,64937,773,041 common shares, without par value, issued and outstanding as of January 31, 2013.2014.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. o 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. o 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 o 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]o Yes o 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 o                                           Accelerated Filer o                                           Non-Accelerated Filer x

Large Accelerated File oAccelerated Filer oNon-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 o
International Financial Reporting Standards as issued
Other o
by the International Accounting Standards Board x
Other o
 
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 o Item 18 o

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 o 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 o No o
 
 
 
 
  
TABLE OF CONTENTS
 
Item  Page 
     
INTRODUCTION  14 
CURRENCY  14 
FORWARD-LOOKING STATEMENTS  14 
CAUTIONARY NOTE TO UNITED STATES INVESTORS CONCERNING ESTIMATE OF MEASURE AND INDICATED MINERAL RESOURCES
  25 
EXPLANATORY NOTE REGARDING PRESENTATION OF FINANCIAL INFORMATION  36 
GLOSSARY OF TECHNICAL TERMS  4
7 
PART I  7
10 
Item 1.Identity of Directors, Senior Management and Advisors  710 
Item 2.Offer Statistics and Expected Timetable  710 
Item 3.Key Information  710 
Item 4.Information on the Company  1316 
Item 5.Operating and Financial Review and Prospects  3234 
Item 6.Directors, Senior Management and Employees  3436 
Item 7.Major Shareholders and Related Party Transactions  45 
Item 8.Financial Information  47 
Item 9.The Offering and Listing  4748 
Item 10.Additional Information  4849 
Item 11.Quantitative and Qualitative Disclosures About Market Risk  5455 
Item 12.Description of Securities Other than Equity Securities  57 
PART II  58
 
Item 13.Defaults, Dividend Arrearages and Delinquencies  58 
Item 14.Material Modifications to the Rights of Security Holders and Use of Proceeds  58 
Item 15.Controls and Procedures  58 
Item 16.[Reserved]  59 
Item 16A.Audit Committee Financial Expert  59 
Item 16B.Code of Ethics  5960 
Item 16C.Principal Accountant Fees and Services  5960 
Item 16D.Exemptions from the Listing Standards for Audit Committees  60 
Item 16E.Purchases of Equity Securities by the Issuer and Affiliated Purchasers  6061 
Item 16F.Changes in Registrants Certifying Accountant  6061 
Item 16G.Corporate Governance  62 
Item 16H.Mine Safety Disclosure  62 
PART III  63
 
Item 17.Financial Statements  63 
Item 18.Financial Statements  63 
Item 19.Exhibits  63 
 
 
iii3
 
 
INTRODUCTION
­­­­
In this Annual Report on Form 20-F, which we refer to as the “Annual Report”, except as otherwise indicated or as the context otherwise requires, the “Company”, “we”, “our” or “us” refers to Coral Gold Resources Ltd.

We were organized under the Company Act of the Province of British Columbia, Canada on January 22, 1981 under the name of CoralCarol Energy Corporation, which name was changed to Coral Energy Corporation on March 3, 1982, and to Coral Gold Corp. on September 9, 1987. On September 14, 2004, we changed our name to Coral Gold Resources Ltd. in conjunction with a 10 to 1 share consolidation and transitioned to the British Columbia Business Corporations Act on July 15, 2004. The principal executive office of the Company is located at 570 Granville Street, Suite 900, Vancouver, British Columbia, V6C 3P1, and its telephone number is 604-682-3701.

You should rely only on the information contained in this Annual Report. We have not authorized anyone to provide you with information that is different. The information in this Annual Report may only be accurate on the date of this Annual Report or on or as at any other date provided with respect to specific information.
 
CURRENCY

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

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

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

 
14
 

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

Readers should not place undue reliance on any forward-looking statement and should recognize that the statements are predictions of future results, which may not occur as anticipated. Actual results could differ materially from those anticipated in the forward-looking statements and from historical results, due to the risks and uncertainties described above, as well as others not now anticipated. The foregoing statements are not exclusive and further information concerning the Company, including factors that could materially affect its financial results, may emerge from time to time. The Company does not intend to update forward-looking statements to reflect actual results or changes in factors or assumptions affecting such forward-looking statements.
 
CAUTIONARY NOTE TO UNITED STATES INVESTORS CONCERNING ESTIMATE OF MEASURE AND INDICATED MINERAL RESOURCES
 
In Canada, an issuer is required to provide technical information with respect to mineralization, including reserves and resources, if any, on its mineral exploration properties in accordance with Canadian requirements, which differ significantly from the requirements of the Securities and Exchange Commission (the “SEC”) applicable to registration statements and reports filed by United States companies pursuant to the United States Securities Act of 1933, as amended (the “Securities Act”), or the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”). As such, information contained in this annual report concerning descriptions of mineralization under Canadian standards may not be comparable to similar information made public by United States companies subject to the reporting and disclosure requirements of the SEC. In particular, this annual report on Form 20-F includes the terms “mineral resource,” “measured mineral resource,” “indicated mineral resource” and “inferred mineral resource”. Investors are advised that these terms are defined in under Canadian rules by National Instrument 43-101 (“NI 43-101”). U.S. Investors are cautioned not to assume that any part of the mineral deposits in these categories will ever be converted into reserves. However, these terms are not defined terms under SEC Industry Guide 7 and are not permitted to be used in reports and registration statements filed with the SEC by U.S. domestic issuers. In addition, NI 43-101 permits disclosure of “contained ounces” of mineralization. In contrast, the SEC only permits issuers to report mineralization as in place tonnage and grade without reference to unit measures.
 
The definitions of proven and probable reserves used in NI 43-101 differ from the definitions in SEC Industry Guide 7. Under SEC Industry Guide 7 (under the Exchange Act), as interpreted by the staff of the SEC, mineralization may not be classified as a “reserve” for United States reporting purposes unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. Among other things, all necessary permits would be required to be in hand or issuance imminent in order to classify mineralized material as reserves under the SEC standards.
 
United States investors are cautioned not to assume that any part or all of the mineral deposits identified as an “indicated mineral resource,” “measured mineral resource” or “inferred mineral resource” will ever be converted to reserves as defined in NI 43-101 or SEC Industry Guide 7. Further, “inferred mineral resources” have a great amount of uncertainty as to their existence and economic and legal feasibility. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian securities legislation, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies, or economic studies. U.S. investors are cautioned not to assume that part or all of an inferred mineral resource exists, or is economically or legally mineable.
 
 
25
 
 
EXPLANATORY NOTE REGARDING PRESENTATION OF FINANCIAL INFORMATION
 
The annual audited consolidated financial statements contained in this annual report on Form 20-F are reported in Canadian dollars. For the years ended January 31, 2014, 2013, 2012 and 2011 we have prepared our consolidated financial statements in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). For the yearsyear ended January 31, 2010, and 2009, we prepared our financial statements in accordance with Canadian GAAP.
 
 
36
 
 
GLOSSARY OF TECHNICAL TERMS
GLOSSARY OF TECHNICAL TERMS
assayAn analysis to determine the presence, absence or quantity of one or more elements.
  
auThe elemental symbol for gold.
  
carlin typeCarlin–type gold deposits are sediment-hosted disseminated gold deposits. These deposits are characterized by invisible (typically microscopic and/or dissolved) gold in pyrite and arsenopyrite. The deposit is named after the Carlin mine, the first large deposit of this type discovered in the Carlin Trend, Nevada.
  
chertA rock resembling flint and consisting essentially of crypto-crystalline quartz or fibrous chalcedony.
  
CIM StandardsCanadian Institute of Mining
  
cryptocrystallineis a rock texture made up of such minute crystals that its crystalline nature is only vaguely revealed even microscopically in thin section by transmitted polarized light.
  
crystallineconsisting of or containing crystals.
  
devonianis a geologic period and system of the Paleozoic Era spanning from the end of the Silurian Period, about 416.0 ± 2.8 Million years ago.
  
diamond drillA rotary type of rock drill that uses diamonds to cut a core of rock that is recovered in long cylindrical sections, two centimeters or more in diameter.
  
eoceneis the second of five era’s in the Tertiary Period and lasted from about 55.8 to 33.9 million years ago.
  
faultA fracture in a rock where there has been displacement of the two sides.
  
gradeThe concentration of each ore metal in a rock sample, usually given as weight percent. Where extremely low concentrations are involved, the concentration may be given in grams per tonne (g/t or gpt) or ounces per ton (oz/t). The grade of an ore deposit is calculated, often using sophisticated statistical procedures, as an average of the grades of a very large number of samples collected from throughout the deposit.
  
GSRPayment of a percentage of gross mining profits commonly known as gross smelter return royalty.
  
heap leachingA process whereby valuable metals, usually gold and silver, are leached from a heap, or pad, of crushed ore by leaching solutions percolating down through the heap and collected from a sloping, impermeable liner below the pad.
  
HQ diameteris a diamond drill bit size with an outside diameter of 88.9 mm and an internal diameter of 77.8 mm.
  
hydrothermalHot fluids, usually mainly water, in the earth’s crust which may carry metals and other compounds in solution to the site of ore deposition or wall rock alteration.
  
intrusiveA rock mass formed below the earth’s surface from magma which has intruded into a pre-existing rock mass.
  
IRRInternal Rate of Return
4
lode claimA mining claim on an area containing a known vein or lode.
  
microcrystallinematerial is a crystallized substance or rock that contains small crystals visible only through microscopic examination.
7
mineral reserveThe economically mineable part of a measured or indicated mineral resource demonstrated by at least a preliminary feasibility study. This study must include adequate information on mining, processing, metallurgical, economic and other relevant factors that demonstrate, at the time of the reporting, that economic extraction can be justified. A mineral reserve includes diluting materials and allowances for losses that may occur when the material is mined. Mineral resources are sub-divided in order of increasing confidence into “probable” and “proven” mineral reserves. A probable mineral reserve has a lower level of confidence than a proven mineral reserve. The term “mineral reserve” does not necessarily signify that extraction facilities are in place or operative or that all governmental approvals have been received. It does signify that there are reasonable expectations of such approvals.
  
mineral resourceThe estimated quantity and grade of mineralization that is of potential economic merit. A resource estimate does not require specific mining, metallurgical, environmental, price and cost data, but the nature and continuity or mineralization must be understood. Mineral resources are sub-divided in order of increasing geological confidence into “inferred”, “indicated”, and “measured” categories. An inferred mineral resource has a lower level of confidence than that applied to an indicated mineral resource. An indicated mineral resource has a higher level of confidence than an inferred mineral resource, but has a lower level of confidence than a measured mineral resource. A mineral resource is a concentration or occurrence of natural, solid, inorganic or fossilized organic material in or on the earth’s crust in such form and quantity and of such grade or quality that it has reasonable prospects for economic extraction.
  
mineralizationUsually implies minerals of value occurring in rocks.
  
net smelter or NSR RoyaltyPayment of a percentage of net mining profits after deducting applicable smelter charges.
  
NPVNet Present Value
  
ordovicianis a geologic period and system, the second of six of the Paleozoic Era, and covers the time between 488.3±1.7 to 443.7±1.5 million years ago.
  
oreA natural aggregate of one or more minerals which may be mined and sold at a profit, or from which some part may be profitably separated.
  
oxideA compound of oxygen and some other element.
  
paleozoicis the earliest of three geologic eras of the Phanerozoic Eon, spanning from roughly 542 to 251 million years ago.
  
phanerozoic eonis the current geologic eon in the geologic timescale. It covers roughly 542 million years.
  
placer claimA mining claim located upon gravel or ground whose mineral contents are extracted by the use of water, by sluicing, hydraulicking, etc.
  
porphyryRock type with mixed crystal sizes, i.e. containing larger crystals of one or more minerals.
  
quartz
Silica or SiO2, a common constituent of veins, especially those containing gold and silver mineralization.
 
 
58
 
 
RQDRock Quality Designation - a technique that is used in geotechnical engineering principles in which that determines the quality of rock that was recovered when taking a core sample. It means rock quality designation and representative cross sections of the core sample must reach, or exceed 90- 100 mm in length for it to be considered excellent in quality.
  
SGSpecific gravity
  
silurianis a geologic period and system that extends from the end of the Ordovician Period, about 443.7 ± 1.5 million years ago (mya), to the beginning of the Devonian Period, about 416.0 ± 2.8 million years ago.
  
slaven chertA thin-bedded brown to gray-green chert with interbeds of black argillite, siltstone, and bedded barite.
  
tertiarya widely used term for the geologic period from 65 million to 2.6 million years ago.
  
tonImperial measurement of weight equivalent to 2,000 pounds.
  
tonneMetric measurement of weight equivalent to 1,000 kilograms (or 2,204.6 pounds).
  
trenchA long, narrow excavation dug through overburden, or blasted out of rock, to expose a vein or ore structure.
  
veinsThe mineral deposits that are found filling openings in rocks created by faults or replacing rocks on either side of faults.
  
wenban limestoneDevonian limestones best exposed on the western flank of Wenban Peak south of the town of Cortez, Nevada.

 
69
 
 
PART I
 
Item 1. Identity of Directors, Senior Management and Advisers

Not applicable.
 
Item 2. Offer Statistics and Expected Timetable

Not applicable.
 
Item 3. Key Information

A. Selected Financial Data
 
The selected historical consolidated financial information set forth below has been derived from our annual audited consolidated financial statements for each of the years in the five-year period ended January 31, 2013.2014.
 
For the years ended January 31, 2014, 2013, 2012, and 2011 we have prepared our consolidated financial statements in accordance with IFRS, as issued by the IASB. Our January 31, 2011 consolidated financial statements were initially prepared in accordance with Canadian GAAP, consistent with the prior yearsyear and the periodsperiod ended January 31, 2010 and, 2009.2010. We have adjusted our consolidated financial information at and for the year ended January 31, 2011, in accordance with IFRS 1, and therefore the financial information set forth in this annual report on Form 20-F for the year ended January 31, 2011 may differ from information previously published. We adopted IFRS with a transition date of February 1, 2011.
 
The selected historical consolidated financial information presented below is condensed and may not contain all of the information that you should consider. This selected financial data should be read in conjunction with our annual audited consolidated financial statements, the notes thereto and the section entitled ‘‘Item 5 — Operating and Financial Review and Prospects.’’
 
In accordance with IFRS
 
The tables below set forth selected consolidated financial data under IFRS for the years ended January 31, 2014, 2013, 2012 and 2011. The information has been derived from our annual audited consolidated financial statements.

 Years Ended January 31, 
 
2013
  
2012
  
2011
  Years Ended January 31, 
Operations          2014  2013  2012  2011 
Revenue $-  $-  $-  $-  $-  $-  $- 
Expense                            
General and Administrative  1,365,288   772,587   1,276,817   860,517   1,365,288   772,587   1,276,817 
Net Income (loss)  (1,542,564)  (773,813)  (1,559,781)  (50,871)  (1,542,564)  (773,813)  (1,559,781)
Net Earnings (loss) Per Share  (0.05)  (0.02)  (0.05)  (0.00)  (0.05)  (0.02)  (0.05)
                            
Weighted Average Number of Shares Outstanding  33,563,649   33,483,650   31,294,001   36,024,532   33,563,649   33,483,650   31,294,001 
 
 
710
 
 
 As at January 31,  As at January 31, 
Balance Sheet 
2013
  
2012
  
2011
  
2014
  
2013
  
2012
  
2011
 
Working Capital (deficit) $(539,814) $1,166,663  $2,577,722  $(486,109) $(539,814) $1,166,663  $2,577,722 
Total Assets  20,330,548   20,756,599   21,380,222   19,856,395   20,330,548   20,756,599   21,380,222 
Liabilities  3,435,002   2,719,920   2,740,928   2,750,713   3,435,002   2,719,920   2,740,928 
Shareholders’ Equity  16,895,546   18,036,679   18,639,294   17,105,682   16,895,546   18,036,679   18,639,294 
 
In accordance with Canadian GAAP

The tables below for the yearsyear ended January 31, 2010 and 2009 contain selected financial data prepared in accordance with Canadian GAAP, which have been derived from our previously audited consolidated financial statements for the periodsperiod ending on such dates.date. The financial data presented below for 2010 and 2009 presented in accordance with Canadian GAAP and reconciled to United States GAAP, is not comparable to information prepared in accordance with IFRS.

Canadian GAAP Year Ended January 31, 
  
2010
  
2009
 
Operations      
Revenue $-  $- 
Expense        
General and Administrative  1,613,713   2,516,862 
Net Income (loss)  1,711,611   (3,746,165)
Net Earnings (loss) Per Share  0.07   (0.15)
         
Weighted Average Number of Shares Outstanding  25,093,778   24,979,312 
Canadian GAAP
Year Ended
January 31,
2010
Operations
Revenue$-
Expense
General and Administrative1,613,713
Net Income (loss)1,711,611
Net Earnings (loss) Per Share0.07
Weighted Average Number of Shares Outstanding25,093,778
Balance Sheet 
As at
January 31,
2010
 
Working Capital $648,921 
Total Assets  17,791,566 
Liabilities  2,022,447 
Shareholders’ Equity  15,769,119 

  As at January 31, 
Balance Sheet 
2010
  
2009
 
Working Capital $648,921  $959,419 
Total Assets  17,791,566   17,633,626 
Liabilities  2,022,447   5,378,755 
Shareholders’ Equity  15,769,119   12,254,871 

United States GAAP Year Ended January 31, 
  
2010
  
2009
 
Operations      
Revenue $-  $- 
Income (loss) for year under Canadian GAAP  1,711,611   (3,746,165)
Adjustments:        
Deferred exploration expenditures  (324,301)  (1,683,613)
Future income taxes  (2,774,334)  533,297 
Foreign exchange gain (loss)  (465,402)  866,933 
Net loss for the year under US GAAP  (1,852,426)  (4,029,548)
Unrealized gain (loss) on investment securities  465,643   (88,479)
Comprehensive loss for the year per US GAAP  (1,386,783)  (4,118,027)
Loss per share under US GAAP  (0.06)  (0.16)
United States GAAP
Year Ended January 31,
2010
Operations
Revenue$-
Income (loss) for year under Canadian GAAP1,711,611
Adjustments:
Deferred exploration expenditures(324,301)
Future income taxes(2,774,334)
Foreign exchange gain (loss)(465,402)
Net loss for the year under US GAAP(1,852,426)
Unrealized gain (loss) on investment securities465,643
Comprehensive loss for the year per US GAAP(1,386,783)
Loss per share under US GAAP(0.06)
 
 
811
 
 
 As at January 31, 
Balance Sheet 
2010
  
2009
  
As at
January 31,
2010
 
Total assets under Canadian GAAP $17,791,566  $17,633,626  $17,791,566 
Adjustments  (14,718,069)  (14,393,768)  (14,718,069)
Total assets under US GAAP  3,073,497   3,239,858   3,073,497 
            
Total shareholders’ equity under Canadian GAAP  15,769,119   12,254,871   15,769,119 
Adjustments  (13,337,109)  (9,773,072)  (13,337,109)
Total shareholders’ equity under US GAAP  2,432,010   2,481,799   2,432,010 
 
Exchange Rates

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

Year Ended January 31,
 
Average
  
Period End
  
High
  
Low
  
Average
  
Period End
  
High
  
Low
 
2009  1.0849   1.2364   1.2969   0.9719   1.0849   1.2364   1.2969   0.9719 
2010  1.1272   1.0650   1.3000   1.0251   1.1272   1.0650   1.3000   1.0251 
2011  1.0260   1.0022   1.0778   0.9862   1.0260   1.0022   1.0778   0.9862 
2012  0.9970   1.0052   1.0604   0.9449   0.9970   1.0052   1.0604   0.9449 
2013  0.9978   0.9973   1.0299   0.9599   0.9978   0.9973   1.0299   0.9599 
2014  1.0389   1.1138   1.1178   0.9955 

The following table sets forth the high and low exchange rate for the past six months based on the noon buying rate. As of May 29, 2013,30, 2014, the exchange rate was CDN$1.03701.0842 for each US$1.

Month
 
High
  
Low
 
December 2012  1.0162   1.0042 
January 2013  1.0164   0.9923 
February 2013  1.0041   0.9722 
March 2013  0.9847   0.9696 
April 2013  0.9929   0.9737 
May 2013  0.9642   0.9977 
Month
 
High
  
Low
 
December 2013  1.0697   1.0577 
January 2014  1.1171   1.0614 
February 2014  1.1140   1.0953 
March 2014  1.1251   1.0966 
April 2014  1.1042   1.0903 
May 2014  1.0980   1.0823 

B.Capitalization and Indebtedness

Not Applicable.

C. Reasons for the Offer and Use of Proceeds

Not Applicable.

12
D. Risk Factors

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

9

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

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

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

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

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

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

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

 
1013
 
 
Licenses and permits. The operations of the Company require licenses and permits from various governmental authorities. The Company believes that it holds all necessary licenses and permits required under applicable laws and regulations and believes that it is presently complying in all material respects with the terms of such licenses and permits. However, such licenses and permits are subject to change in various circumstances. There can be no guarantee that the Company will be able to obtain or maintain all necessary licenses and permits as are required to explore and develop its properties, commence construction or operation of mining facilities and properties under exploration or development or to maintain continued operations that economically justify the cost.

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

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

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

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

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

11
Volatility of share price. In recent years, securities markets in Canada have experienced a high level of price volatility. The market price of many resource companies, particularly those, like the Company, that are considered speculative exploration companies, have experienced wide fluctuations in price, resulting in substantial losses to investors who have sold their shares at a low price point. These fluctuations are based only in part on the level of progress of exploration, and can reflect general economic and market trends, world events or investor sentiment, and may sometimes bear no apparent relation to any objective factors or criteria. During the 20132014 fiscal year, the Company’s common share price fluctuated on the TSX-V between a low of $0.20$0.07 and a high of $0.43.$0.23. Significant fluctuations in the Company’s common share price is likely to continue, and could potentially increase in the future.

14
Difficulty for United States investors to effect service of process against the Company. The Company is incorporated under the laws of the Province of British Columbia, Canada. Consequently, it will be difficult for United States investors to effect service of process in the United States upon the directors or officers of the Company, or to realize in the United States upon judgments of United States courts predicated upon civil liabilities under the Exchange Act. The majority of the Company’s directors and officers are residents of Canada. A judgment of a United States court predicated solely upon such civil liabilities would likely be enforceable in Canada by a Canadian court if the United States court in which the judgment was obtained had jurisdiction, as determined by the Canadian court, in the matter. There is substantial doubt whether an original action could be brought successfully in Canada against any of such persons or the Company predicated solely upon such civil liabilities.

The Company is subject to foreign currency fluctuations. The Company operates in more than one country and the Company’s functional currency is the Canadian Dollar. The Company’s offices are located in Canada, all of its mining exploration properties are located in United States, and the Company’s financial results are reported in Canadian Dollars. The Company’s currency fluctuation exposure is primarily to the U.S. Dollar and the Canadian Dollar. The Company reported a foreign exchange lossgain of $15,369$7,903 in fiscal 2013.2014. The Company does not use derivative financial instruments for speculative trading purposes, nor does the Company hedge its foreign currency exposure to manage the Company’s foreign currency fluctuation risk. Fluctuations in and among the various currencies in which the Company operates could have a material effect on the Company’s operations and its financial results.

The Company has incurred net losses since its inception and expectexpects losses to continue. The Company has not been profitable since its inception. For the fiscal year ended January 31, 2013,2014, the Company had a net loss of $1,542,564$50,871 and an accumulated deficit on January 31, 20132014 of $30,048,751.$30,035,288. As the Company is currently at the exploration stage and has no reserves of precious metals, there is no assurance that the Company will be profitable in the future.

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

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

12
Market price is highly speculative. The market prices of metals are highly speculative and volatile. Instability in metal prices may affect the interest in mining properties and the exploration, development and production of such properties. If gold prices substantially decline, this may adversely affect the Company’s ability to raise capital to explore for existing and new mineral properties.

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

15
Penny stock rules may make it more difficult to trade the Company’s common shares. The SEC has adopted regulations which generally define a “penny stock” to be any equity security that has a market price of less than US$5.00 per share or an exercise price of less than US$5.00 per share, subject to certain exceptions. The Company’s securities may be covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and accredited investors such as institutions with assets in excess of US$5,000,000 or an individual with net worth in excess of US$1,000,000 or annual income exceeding US$200,000 or US$300,000 jointly with his or her spouse. For transactions covered by this rule, the broker-dealers must make a special suitability determination for the purchase and receive the purchaser’s written agreement of the transaction prior to the sale. Consequently, the rule may affect the ability of broker-dealers to sell the Company’s securities and also affect the ability of its investors to sell their shares in the secondary market.

FINRA rules will make it more difficult to trade the Company’s common shares. The Financial Industry Regulatory Authority, or FINRA, has adopted sales practice requirements which may limit a stockholder’s ability to buy and sell our stock. In addition to the “penny stock” rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.
 
Item 4. Information on the Company

A. History and Development of the Company

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

13
The Company is a natural resource company primarily engaged in the exploration and development of natural resource properties. Its principal business activities have been the exploration of certain mineral properties located in the states of Nevada and California in the United States. The carrying value of the Company’s mineral property acquisition and exploration expenditures at January 31, 20132014 is $19,264,220.$19,027,044.

Please refer to Note 4 of the financial statements (Item 18) for information regarding the Company’s principal expenditures on its mineral properties.

B. Business Overview
 
Operations and Principal Activities

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

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

16
Competition

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

Seasonality

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

Dependence on Customers and Suppliers

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

Government Regulation

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

14
Certain laws and governmental regulations may impose liability on us for personal injuries, clean-up costs, environmental damages and property damages, as well as administrative, civil and criminal penalties. We maintain limited insurance coverage for sudden and accidental environmental damages, but do not maintain insurance coverage for the full potential liability that could be caused by sudden and accidental environmental damage. Accordingly, we may be subject to liability or may be required to cease production from properties in the event of such damages.

Environmental Regulations

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

The regulatory bodies that directly regulate the Company’s activities are the Bureau of Land Management (Federal) and the Nevada Department of Environmental Protection (State).

17
C. Organizational Structure

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

D. Property, Plant and Equipment

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

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

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Robertson Mining Claims, Nevada, U.S.A.

The Robertson Mining Claims are located in Crescent Valley, Nevada on the western flanks of the Shoshone Range, 28 miles to the southeast of Battle Mountain, Nevada, which lies approximately 230 miles northeast of Reno, Nevada. The Robertson Mining Claims comprise approximately 11,0009,200 acres in the Bullion Mining District, Lander County, Nevada, and currently include 803445 unpatented Federal claims and 9 patented lode and placer mining claims. The Robertson Mining Claims comprise three separate claim groups known as: (i) the Core Claims; (ii) the Carve Out Claims, and (iii) the Norma Sass and Ruf Claims as described more particularly below.

These mining claims have been acquired over a period of several years from different sources. The entire Robertson Mining Claims are subject to a 3% net smelter royalty to Geomex Development Eighth Partnership (“Geomex 8”), which royalty shall cease at such time as the sum of US$1,250,000 has been paid to Geomex 8, and various mining leases requiring minimum annual advanced royalties ranging from 4% to 10% of net smelter returns.

There is no underground or surface plant or equipment located on the Robertson Mining Claims and the following figures provide location details with respect to the Robertson Mining Claims.
 
 
 
1618
 
 
 
 
1719
 
 
(i) Robertson Property

The Robertson Property is the subject of four technical reports dated January 15, 2004, April 25, 2006, January 27, 2008 and January 18, 2012. The first two technical reports were prepared by Robert McCusker, P.Geol. in accordance with NI 43-101 (“McCusker Reports”). The third and fourth reports were prepared by Beacon Hill Consultants (1988) Ltd. (“Beacon Hill”) of Vancouver, British Columbia (the “Beacon Hill Report”). The first Beacon Hill report was a NI 43-101 resource estimate that included the zones located within the Robertson’s Core claims only. The Company’s other claim blocks, including Norma Sass, Lander Ranch, Ruf, Blue Nugget and the Carve Out (Excluded)Excluded (Carve Out) claims (joint ventured with Cortez Gold Mines (“Cortez”), a joint venture owned by Barrick Gold Corporation), were not part of the estimate. The 2012 report was an NI 43-101 compliant preliminary economic assessment of the advanced stage Altenburg Hill, Porphyry and Gold Pan zones analyzing a combination of open pit mining methods and cyanide heap leach.
 
Property Description and LoctionLocation

The Robertson Property is an advanced-stage gold exploration project located in eastern Lander County, Nevada, 60 miles southwest of Elko. Coral Resources, Inc., a wholly owned subsidiary of the Company, acquired control of the Robertson Property in 1986. The core property consists of 562445 unpatented federal lode claims, mill sites, placer claims and nine patented lode claims covering over 8,5009,200 acres of public lands administered by the U.S. Bureau of Land Management (the “BLM”). The Company is record owner of 485414 claims and controls an additional 7631 claims through a series of mineral leases and option agreements.

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

Approximately 7631 of the 485445 of the claims that comprise the Robertson Property are controlled by the Company through 64 mining leases and option agreements. The Core Claims held by the Company under lease or option agreements require minimum advance royalty payments and production royalties in the event of production. Total annual payments for the various leases and minimum advance royalties are approximately US$86,000.47,000.

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

Mining Lease and Option Agreements

Company/Date
 
Number of
Claims
 
Option Payment
 
Production Royalty
 
Advance
Royalty
Payment
Core:
Tenabo Gold Mining Co.
Nov. 30, 1975
 13 $2M 8% NSR $12,000/yr
Northern Nevada Au, Inc.
Sept. 30, 1986
 12 $- 4% GSR $9,600/yr
Albany Gold Corp.
(Geomex)
 All $1.25M 3% NSR Nil
Other Areas:
Mauzy, et al
Apr. 21, 1989
36$1.5M2% NSR$18,000/yr
Jay and Grace Wintle9$ -5% GSR$21,600/yr
Filippini/Breckon
(June Claims)
 6 $1M 3% NSR $25,000/30,000/yr

Annual federal rental fees of US$106,553,73,500 payable to the BLM, and Notice of Intent to Hold Mining Claims have been filed for the 2011-20122013-2014 assessment year.

 
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History and Exploration

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

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

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

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

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

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

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

After completing this drilling program, Cortez declared its interest in renegotiating the terms of the Option Agreement with the Company. When the Company declined, Cortez terminated the Option Agreement on December 30, 1999, and did not earn an interest in the Robertson Property.
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During 2004 and 2005, the Company conducted three drilling programs consisting of 32 reverse circulation holes totaling 24,020 feet on the Robertson Property. The focus of this exploration was to expand and further define the 39A Zone, test the “deep” Gold Pan Zone for extensions of the 39A Zone and offset previous ore-grade intersections in the “distal target area”.

21
A report entitled “Update of the Geological Report on the Robertson Property” April 25, 2006 on gold resources at the Robertson Property was submitted by Robert McCusker, Consulting Geologist, a “qualified person” in accordance with the requirements of NI 43-101.

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

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

Follow up mapping, rock sampling and infill gravity surveys in 2008 lead to the Company’s identification of a new lower plate target zone that extends from the Company’s deep hole, 2 km to the south. The West Deep Carlin-type target addsadded significant discovery potential to the Robertson Property for a world-class gold deposit. The target zone, liesknown as the Gold Ridge Property consists of 107 claims covering approximately 2.5 square miles and is adjacent to the western side of the Robertson claim block just north of the Pipeline Mine open pit along a projected mineralized fault and fracture system that controls gold within that deposit. Considerably more drilling on the Robertson Property “West Deep”“Gold Ridge Property” target is warranted. The Company continues to seek joint venture partners for a proposed deep drilling program to follow up the results from the 2007 drilling program.

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

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

1)  Additional exploratory and definition drilling to increase the resource base and the level of confidence in the resource to the indicated and/or measured categories.
2)  Complete a metallurgical program to enhance the metallurgical data.
3)  Commence a preliminary assessment study on the mineralized zones within the Robertson Property to determine which of the zones have the greater potential for viability.

Beacon Hill recommended the following drilling on the Core Claims:

20
Phase I: 52 RC holes ranging in depth from 500 feet to 1,200 feet and totaling 37,600 feet, to focus on:

·  
39A Zone: Ten holes totaling 8,400 feet drilled along the southeast and northeast margins of the zone to test for additional high-grade mineralization.
·  
Distal Zone: Ten holes totaling 12,000 feet drilled in the Distal Zone, which remains open for discovery of high-grade mineralization in all directions.
·  
Altenburg Hill/South Porphyry Area: Twenty holes totaling 10,000 feet as infill and offset drilling on the northeast flank of Altenburg Hill and in the gravel- covered area south of the Porphyry Zone.
·  
Triplet Gulch: Twelve wide-spaced RC holes totaling 7,200 feet to test potential continuity and grade of inferred mineralization.

22
Phase II: would consist of 21 diamond core holes (HQ diameter) ranging from 300 feet to 1,000 feet-deep and totaling 11,900 feet. The purpose of core drilling is to provide geological data on the controls of mineralization, acquire geotechnical data (RQD and specific gravity), confirm grade and continuity and provide material for metallurgical testing. Drilling has been recommended as follows:

·  
39A Zone: Six “twin” core holes totaling 5,000 feet focused in areas of higher grade mineralization.
·  
Distal Zone: Four pre-collared “twin” core holes totaling 2,400 feet drilled to confirm grade and geological controls.
·  
Altenburg Hill/South Porphyry Area: Six (or more) “twin” core holes totaling 3,000 feet to provide ore-grade oxide mineralization for metallurgical studies and confirm the grade and continuity of mineralization.
·  
Gold Pan Zone: Five shallow “twin” core holes totaling 1,500 feet drilled mainly to provide ore-grade oxide mineralization for metallurgical studies and to confirm grade, continuity and geological controls for mineralization.

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

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

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

The planned 21 diamond drill holes of Phase II ranged from 300 to 1,000 feet in depth. It was anticipated that Phase II drilling would:
 
1) provide geological data on the controls of mineralization;
2) provide geotechnical data for RQD (“Rock Quality Designation”) and specific gravity;
3) help confirm grade and continuity; and
4) provide material for metallurgical testing.

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

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

In October 2009, the Company received a revised resource for the Robertson Property from Beacon Hill utilizing lower cut-off grades to reflect the positive movement in the price of gold over the previous three years. The revised values were based on the NI 43-101 report titled Mineral Resource Estimate for the Robertson Property, Lander County, Nevada prepared by Beacon Hill in January 2008; this report is no longer considered current.
21

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

23
In April 2010, SRK Consulting (US) Inc. (“SRK Consulting”), the Company’s environmental compliance and permitting consultants, submitted an amended Plan of Operation (“APO”) to the BLM and the Nevada Department of Environmental Protection (“NDEP”) to allow the Company to carry out its 2010 work plan. A setback occurred when the BLM declined the drilling permit application because the Company’s existing Environmental Assessment (“EA”) was out of date. The BLM suggested that the APO be withdrawn and to revert back to a previous Plan of Operation from 2007 (the “2007 PO”) that allowed drilling on certain areas of the property without any amendments. In June 2010, the APO was withdrawn. SRK Consulting was immediately commissioned to commence work on the new EA.

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

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

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

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

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

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

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

22
By July 13th, 2012 the baseline vegetation and wildlife field work had been completed and the baseline studies report was submitted to the BLM.

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

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

On September 24, 2012, Coral announced that SRK had completed and submitted the EA to the BLM. Coral is now awaiting the BLM's response. Should the EA be accepted, Coral will then submit its application for the new APO report.

Coral expects that when the BLM accepts the EA as complete, it will rule that the extensive drilling and test pit program proposed in the APO can be done at certain times of the year and using environmentally safe practices which will result in little or no impact on the environment and give Coral the permit to proceed. Coral has applied for a blanket permit to allow the Company to drill up to 500 holes. Upon acceptance of the APO, Coral plans to continue Phase 2 drilling consisting of 60 holes as part of a forthcoming pre-feasibility study

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

24
In September 2013, Coral received a notice from the BLM, which included the Decision on the Robertson Project Amendment to the Exploration Plan of Operations and Reclamation ActivitiesPermit Application and also the Finding of No Significant Impact (“FONSI”).

Effective December 30, 1999, pursuant toOn January 13, 2014, Coral announced that its US subsidiary, Coral Resources Inc. had received notice from the termsBureau of Mining Regulation and Reclamation (BMRR) of the Option Agreement, Cortez elected to terminateState of Nevada that it had approved the Option Agreement. This requiredPlan of Amendment for Coral Resources Inc.'s Robertson Project.

The Amended Plan of Operations ("APO") was originally approved by the Company to post its own security forfederal Bureau of Land Management (see news release dated Sept 16, 2013). Now that the APO has been approved by the State of Nevada (NDEP and subsidiary BMRR) and once the reclamation bond is adjusted Coral, can proceed with drilling and other programs at Robertson.

Subsequent to 2014, in March 2014, Coral entered into an option, joint venture and private placement agreement with Barrick Gold Corporation (“Barrick”) pursuant to which Barrick has been granted an option to earn up to an undivided 60% interest on the Company's Gold Ridge Property in consideration for Barrick incurring US$12,000,000 in exploration expenditures over a five year period. In addition, Barrick has the Robertson Propertyoption to increase its interest by an additional 15% for an aggregate undivided 75% interest by preparing and obtaindelivering to the Company a full release of Placer’s guarantee ofscoping study. The Option Agreement also provides that upon Barrick exercising its option, a 60%/40% or a 75%/25% joint venture between the original reclamation bond. Inparties will be established in order to satisfy its obligations underfurther explore the Option Agreement, the Company spent a large portion of fiscal year 2003 conducting reclamationGold Ridge Property.

Barrick plans to begin drilling on the Robertson Property to reduce its US$2,000,000 reclamation bond that Placer had guaranteed for the Company. The Company was able to obtain a release of Placer’s guarantee by conducting sufficient reclamation work to reduce the bonding requirement, and by raising sufficient funds to provide satisfactory alternative security of the reclamation bond. The reclamation bond was reduced to US$786,100 during the fiscal year ended 2003, for which the Company posted cash.Gold Ridge property once permits have been received.

Reclamation Activities

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

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

23
In August 2008, SRK Consulting prepared an “Aerial Survey Ground Truthing and Revised Cost Estimate” report for the Company, which following amendments and revisions waswere submitted to the BLM and NDEP in October 2008. The report outlined and updated results of reclamation done by the Company at the Robertson Property up to 2008.

The BLM and NDEP replied with required changes and updates in April 2009 and a revised “Aerial Survey Ground Truthing and Revised Cost Estimate” was prepared by SRK Consulting on June 10, 2009 and submitted to the BLM and NDEP. As of the date of this Annual Report, the Company has not received acceptance of the report.

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

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

25
In addition the Company authorized SRK Consulting to prepare:

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

(b) a memo of existing reclamation status and planning for further reclamation.
 
The Company spent approximately $12,750 on reclamation and maintenance in fiscal 2011, reclaiming past mining and exploration related disturbances to public lands as required by the BLM and the NDEP.

In fiscal 2012 the Company increased the reclamation bonds by US$34,600. During fiscal 2013 the Company was required to increase its reclamation bonds by a further $58,937 as the result of receiving approval to drill 13 holes. During fiscal 2014, the Company received approval for its amended plan of operations, which required that the reclamation bonds are further increased by US$40,149.

The Company will continue to increase its reclamation bonds as necessary to meet the reclamation requirements. As at January 31, 2013,2014 the Company has a reclamation deposit of US$475,317 (2012(2013 - US$416,288)474,034) as required by the BLM. In February 2014, the Company paid the additional bonding requirement of US$40,149 to increase the reclamation deposit to US$515,466.

Environmental Liabilities

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

In March 2003, on behalf of the Company, SRK Consulting submitted a final plan for permanent closure of the mine with the BLM and NDEP. The closure plan was approved by both agencies. As a result of this work, during 2004 the BLM lowered the bonding requirements to $226,205. The Company currently maintains a required performance bond with the Nevada State Office of the BLM in the amount of US$475,317.515,466.

24
Permitting

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

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

26
From 2000 to 2003, no exploration activity was conducted on the Robertson Property; however, during that period a significant amount of surface reclamation was completed on the property. As a result, any new exploration activities in reclaimed areas will require submission and approval of an Amendment to the Plan of Operation. Additionally, the National Historic Preservation Act requires that all operators on public lands conduct an archeological survey of the proposed sites of new disturbance. Much of the Robertson Property has been previously cleared under various surveys conducted by Amax. Recent and planned future exploration activities by the Company have moved outside the area covered by previous archeological surveys. It is possible that future exploration will experience delays in receiving approval because additional surveys will be required by state and federal agencies.

Geological Setting

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

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

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

Deposit Types and Mineralization

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

25
Preliminary Economic Assessment

In 2010, Coral commissioned Beacon Hill to commence a Preliminary Economic Assessment (“PEA”) that would meet the NI 43-101 standard on three of its gold deposits located on the Robertson Property. The report was finalized and made public in late January 2012 (See news release dated January 18th18, 2012).

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

27
The results of the evaluation are as follows:

Resources and Mining
 
·
Est. inferred resources at a cut-off of 0.005 oz Au/t78.2 million tons grading 0.0138 oz Au/t.
·
In situ gold1,080,900 oz’s
·
Development period to construction decision5 years
·
Mine life10.5 years
·
Average production rate21,300 tpd
·
Ore to waste Strip Ratio0.6:1
·
Leach recovery HG cut off 0.0147 oz Au/t67%
·
Leach recovery LG cut off 0.005 to 0.0147 oz Au/t45%
·
Saleable gold608,000 oz’s
 
Note:
Mineral resources which are not mineral reserves do not have demonstrated economic viability. The estimate of mineral resources may be materially affected by environmental, permitting, legal, title, taxation, sociopolitical, marketing, or other relevant issues. The quantity and grade of reported Inferred resources in this estimation are uncertain in nature and there has been insufficient exploration to define these Inferred resources as an Indicated or Measured mineral resource and it is uncertain if further exploration will result in upgrading them to the Indicated or Measured mineral resource category. 

Economics

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

DescriptionOwner Operated ($US millions)Contractor Operated ($US millions)
Development Cost16.516.5
Initial Capital Cost122.197.0
Ongoing Capital Cost54.226.1
Average Operating Cost US$/ton mined5.286.45

Results of Economic Analysis at Various Gold Prices (Owner Operated)
 
Gold Price US$/oz  IRR %  NPV undiscounted US$ million  
NPV discounted 5%
US$ million
  
Payback Period
Years
 
 1350   15.44   180.6   96.2   5.91 
 1500   20.13   247.2   147.1   4.72 
 1750   27.40   358.3   230.7   3.91 
Gold Price
US$/oz
IRR
%
NPV undiscounted
US$ million
NPV discounted 5%
US$ million
Payback Period
Years
135015.44180.696.25.91
150020.13247.2147.14.72
175027.40358.3230.73.91

 
2628
 

Results of Economic Analysis at Various Gold Prices (Contactor Operated)
 
Gold Price US$/oz  IRR %  NPV undiscounted US$ million  
NPV discounted 5%
US$ million
  
Payback Period
Years
 
 1350   15.43   159.4   85.4   5.94 
 1500   20.96   226.4   135.9   4.86 
 1750   29.18   337.8   219.7   3.82 
Gold Price
US$/oz
IRR
%
NPV undiscounted
US$ million
NPV discounted 5%
US$ million
Payback Period
Years
135015.43159.485.45.94
150020.96226.4135.94.86
175029.18337.8219.73.82

Note:It should be noted that the economic analysis of this deposit is based upon the expenditures from the time a construction decision is taken and that all development costs to that point have been considered as sunk costs whether they have been expended or not at this time.
 
The PEA is considered preliminary in nature and includes inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves. Mineral resources that are not mineral reserves have not yet demonstrated economic viability. Due to the uncertainty that may be attached to inferred mineral resources, it cannot be assumed that all or any part of an inferred mineral resource will be upgraded to an indicated or measured mineral resource as a result of continued exploration or mineral reserves once economic considerations are applied. Therefore there is no certainty that the production profile concluded in the PEA will be realized. 

The PEA indicates that the Robertson Property is one of merit that warrants further development. The first phase of this development is recommended to be exploration drilling, metallurgical test work, environmental studies and permitting and completion of a prefeasibility study. The cost of this work is estimated to be US$7.9 million as shown below.
 
Summary of Expenditures to Completion of Prefeasibility:
 
DescriptionEstimated Cost $
Royalty and Regulatory Fees351,680
Exploratory and definition drilling2,817,000
Metallurgical test work program900,000
Environmental program1,826,138
Preliminary Feasibility Study1,495,000
Contingency510,182
Total7,900,000

29
Exploration and definition drilling consists of the following:

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

1.  
Porphyry Zone: “Twinning” 10 percent (20 holes) of the historic drill holes by diamond core drilling to determine if “historic” Amax drilling data can be used with confidence to upgrade the level of confidence in the resources. In addition, a further 17 RC holes, totaling about 7,600 ft, to be drilled along the west and south boundaries of the Porphyry Zone to test for possible extensions to mineralization.

2.  
Altenburg Hill/South Porphyry Area: Twenty-five RC holes totaling 12,400 ft.

3.  
Gold Pan Zone: Twenty wide-spaced diamond core holes totaling 10,000 ft to verify continuity and grade retuned in historic drilling.

4.  
Altenburg Hill/South Porphyry: Based on results on the Phase I RC drilling follow up diamond core drilling (20 holes) is to be conducted in this area

27

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

·  prepare composite material representing larger zones of each deposit to define the crush size and other process conditions;
·  crushing work index and abrasion testing;
·  mineralogical evaluation of column feed and products;
·  extensive column work to determine optimum crush size and other process conditions;
·  similar testing as was performed on oxide materials to be done on sulfide and transition zone materials;
·  additional processing parameters to be investigated including reagent use and concentrations;
·  leach evaluation on material that is below the cut-off grades of the various deposits which was classified as waste based on dump leaching of run of mine, low grade materials;
·  laboratory test work on up to 10 tonnes of 100% minus 300 mm (~12”) feed.
 
Note also that the PEA concerns only the relatively shallow portions of these three deposits: Gold Pan, Porphyry and Altenburg Hill. Other deposits such as Distal, 39A, Triplet Gulch and a zone to the east of Gold Pan were not part of this study. However, all deposits form part of the 2011 calculation of the resources by Beacon Hill using a base case of US$1,350 per ounce. (Inferred mineral resource of 191 million tonnes @ 0.0143 oz Au/ton containing a total of 2.741 million ounces). It should be noted the resources are reported with consideration for their reasonable expectation of economic extraction as defined using an optimized pit shell.

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

·  Nevada State Highway 305, a paved all weather road which is the main access to Barrick’s Cortez Operations (adjoins the Robertson Property to the south) crosses the south east corner of the property;
·  A network of gravel roads give easy access to the gold resources at the Robertson Property;
·  The gold resources are on the south east edge of the Shoshone Range. The leach pads can be built on the basinal flat land, only a short haul from the planned pits;
·  The electric power transmission line which supplies Cortez, parallels State Highway 306 and crosses the Robertson Property. The proposed gold recovery plant would be built adjoining the power transmission line. (ie. internal power lines will be very short);
·  Workers at Cortez are bussed from Elko for a 12 hour shift, four day work week. Personnel at the Robertson Property would enjoy a slightly shorter commute from Elko or alternatively, they could live in Crescent Valley, Nevada, eight miles distant on the State Highway 306.
 
30
Mineral Resource Estimates

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

In October 2009, the Company received the revised resources for the Robertson Property from Beacon Hill utilizing lower cut-off grades to reflect the positive movement in the price of gold over the previous three years. The revised values were based on the NI 43-101 report titled Mineral Resource Estimate for the Robertson Property, Lander County, Nevada prepared by Beacon Hill in January 2008.
28

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

ZoneTonsOunces per TonOunces of Au (Inferred)
39A26,779,7140.023615,933
GP Oxide21,939,5500.0127278,632
GP Sulphide48,759.220.0119580,235
Porphyry Oxide59,707,9940.0137818,000
Porphyry Sulphide9,817,6230.0132129,593
Altenburg Hill Oxide23,170,0830.0131303,528
Altenburg Hill Sulphide178,2790.00871,551
Triplett Gulch Sulphide678,2790.015210,310
East Zone Sulphide694,6720.017111,879
Total191,725,4180.01432,741,673

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

Proposed Exploration

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

(ii)           Carve-Out
31
(ii)
Excluded Claims, Nevada, U.S.A.

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

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

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

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

29
(iii) Norma Sass and Ruf Claims, Nevada, U.S.A

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

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

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

The Company currently owns a 66.6% interest in the Norma Sass and Ruf Claims, after an option agreement with Levon was amended on October 3, 2002 transferring to Levon a 33.3% interest in the Norma Sass and Ruf Claims. Levon is a British Columbia company also engaged in the exploration of precious minerals and has three directors in common to the Company.

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

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

32
In October 2009, Barrick commenced drilling hole NS 09-01 targeting the lower plate carbonate sequence. This hole was drilled at 70 degree dip on a northwesterly azimuth across a SW-NE striking fault which trends into Barrick’s Gold Acres pit one mile to the northeast and is thought to be related to mineralization at Gold Acres. The hole was started using a reverse circulation drill which encountered recovery problems at a depth of 1,680 feet and was replaced by a core drill which completed the hole to a final depth of 2,586 feet. The lower plate and wenban limestone were intersected starting at a depth of 1,330 feet and Roberts Mountain Formation was encountered from 1,830 feet to the bottom of the hole. These formations are the major host rocks for the gold deposits at the Pipeline, Gold Acres and Cortez Hills mines.

On November 3, 2010, Barrick Cortez notified the Company that it had terminated its option on the Norma Sass property. The Company continues to keep claims in good standing.

(iv) June Claims

In 2008, the Company announced completion of a mineral lease with option to purchase agreement to explore, develop, and exploit six lode mining claims located in Lander County, State of Nevada (the “June Claims”). The June Claims are adjacent to the Company’s View Claims in the northwest section of its Robertson Property. The agreement is for an initial term of four years 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 property is subject to a royalty charge of 3% of net smelter returns (“NSR”), subject to the Company’s exclusive right to purchase the NSR for US$1,000,000 per percentage point upon notice to the Lessors. The Company also has the exclusive right to purchase the property, subject to the NSR, for US$1,000,000 upon notice to the Lessors.
30

On March 8, 2012, the Company renewed the agreement for a renewal term of four (4) years beginning on March 22, 2012 to March 22, 2016. The annual rent payment under this agreement will increasehas now increased by $5,000 for an aggregate annual rental payment of $30,000.

No further work on the June Claims is proposed at this time.

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

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

Access to the JDN Claims from Elko, Nevada, a regional mining supply center, is via Highways 80 and 306, a distance of approximately 102 kilometers64 miles to the community of Crescent Valley and then an additional 18 kilometers11 miles on a gravel access road from the community of Crescent Valley. A four-wheel drive vehicle is usually necessary to access all roads on the property. As of fiscal year 2001, the Company has written down the JDN Claims to a nominal value. There is no underground or surface plant or equipment located on the JDN Claims, nor any known body of commercial ore.

(vi) Eagle Claims, Nevada, U.S.A.

The Eagle Claims consist of 45 lode mineral claims, and are located at Corral Canyon, in Lander County, Nevada, approximately 1610 kilometers north-northwest of Placer’sBarrick’s Cortez gold mine and comprise a total of approximately 646 acres. The Eagle Claims are approximately three miles west of Crescent Valley, Nevada, and approximately 18 miles southeast of Battle Mountain, Nevada. Access to the Eagle Claims from Elko, Nevada, a regional mining supply center, is via Highways 80 and 306, a distance of approximately 90 kilometers56 miles and then an additional 13 kilometers8 miles on a gravel access road from the community of Crescent Valley. A four-wheel drive vehicle is usually necessary to access all roads on the property.

33
The Eagle Claims are subject to a 3% net smelter royalty to Geomex 8, which royalty shall cease at such time as the sum of US$1,250,000 has been paid to Geomex 8.

In fiscal year 1994, the Company optioned a 50% interest in these claims to Levon for $10,000 and $100,000 Levon common shares. During 1996, Levon exercised its option and holds a 50% interest in the Eagle Claims with the Company. The Company has written down the Eagle Claims to a nominal value. There is no underground or surface plant or equipment on the Eagle Claims, or any known body of commercial ore.

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

The Company owns certain mining property consisting of approximately 128 acres in San Bernardino County, California, referred to as the “Ludlow Property”. The purchase price for the Ludlow Property was $28,187, and as of January 31, 2000, the Company expended $36,885 on exploration costs. The property is located approximately six miles south of Ludlow, California, and is readily accessible by dirt road from Ludlow. Ludlow lies at the western junction of U.S. Highway 40 and Route 66. Old wagon roads allow any part of the property to be reached by an easy walk. The Ludlow property has previously been explored as evidenced by trenches, pits and shallow shafts and adits. The only recorded data relating to previous exploration applies to the Baghdad-Chase Mine which lies approximately two kilometers to the south of the Ludlow Property.

31
There has been no underground exploration or development work done on the claims by the Company other than geochemical soil sampling and, to the Company’s knowledge, there is no record of the previous work carried out on the claims as indicated by the evidence of trenches, pits and shallow shafts and adits that are located thereon. No exploration work has been performed on the property for the past five fiscal years. In order to keep the mining title to the Ludlow Property in good standing, the Company is required to pay property taxes. The Company has written down the Ludlow Property to a nominal value. There is no surface or underground plant or equipment on the Ludlow Property, nor any known body of commercial ore.

Item 4A. Unresolved Staff Comments

Not Applicable.
 
ItemItem 5. Operating and Financial Review and Prospects

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

A. Results of Operations
A. Operating Results

Year ended January 31, 20132014 compared withto the year ended January 31, 2012.2013.
 
Operating and administrative expenses

Operating and administrative expenses were $860,517 for fiscal 2014 compared to $1,365,288 for fiscal 2013, compared witha decrease of $772,587 for fiscal 2012, an increase of $592,701. Increases$504,771. Decreases in administrative and operating costs include $792,627$846,423 in share-based payments, $4,500$60,213 in directors feesinvestor relations and $20,494shareholder information costs, and $58,003 in financing fees.salaries and benefits. Share-based payments expense increaseddecreased during the current year as no new stock options were granted. Also during the year, the Company extended the expiry date of the warrants previously issued pursuant to the private placement. The increase in directors fees is due to the addition of a new director. The increase in financing fees is attributable to accretion on higher reclamation costs. Offsetting the increases were decreases in consulting fees of $84,951 due to termination of a consulting contract and legal and accounting fees of $19,672. Decreased levelsdecrease of corporate activity resulted in decreases in management feesmost other expenses. An impairment of $38,640, officeexploration and miscellaneous expensesevaluation assets expense of $17,171$498,528 increased the otherwise significantly reduced operating and travel expenses of $10,483.administrative expenses.
34
 
Loss for the year

The loss for fiscal 20132014 was $1,542,564$50,871 compared withto a loss of $773,813$1,542,564 for fiscal 2012, an increase2013, a decrease of $768,751.$1,491,693. The increase of $768,751decrease was primarily due to an increasea decrease in operating and administrative expenses of $592,701$504,771 as noted above. In addition to the increases in operatingabove, a decrease of income tax expense by $795,833, and administrative costs were increases in other income items.items of $191,089. During fiscal 2013 there was an increase in foreign exchange loss due to fluctuations in foreign exchange rates. During fiscal 20132014 the Company recorded a lossgain in foreign exchange of $15,369$7,903 as compared to a foreign exchange gainloss of $1,281$15,369 in fiscal 2012.2013. During fiscal 2013 the Company recorded impairment loss on investments due to a long term decline of these investments of $40,337 compared to $nil in fiscal 2012.2014. Deferred income tax recovery was $647,855 for fiscal 2014 compared to a deferred income tax expense wasof $147,978 for fiscal 2013 compared to $31,291 for fiscal 2012. The2013. A deferred tax recovery or expense arises due to differences in the carrying values of assets and liabilities and their tax values and the Company’s ability to utilize any of its deferred income tax assets to offset the deferred income liability. During fiscal 2014, the Company recognized a gain on sale of investment of $107,300 on the sale of 370,000 shares of a related party compared to a gain on sale of investment of $22,155 in 2013 on the sale of 58,500 shares of a related party.

32
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. Historically, the Company has funded its operations through equity financings and the exercise of options and warrants.

During fiscal 20132014 the Company incurred exploration expenditures that increased its mineral property carrying value on the Robertson Property and Ruff and Norma Sass Property by $1,365,390$212,308 and $5,812 respectively.$6,044 respectively, and recognized an additional reclamation provision of $43,000, and impairment losses of exploration and evaluation assets of $498,528 on its Robertson Property, resulting in a net decrease of its mineral property carrying value on the Robertson Property of $243,220. At January 31, 2013,2014, the Company had a working capital deficiency of $539,814$486,109 and cash and cash equivalents of $14,450.$8,074.

The Company will require significant cash funding to conduct its planned exploration programs, meet its administrative overhead costs, and maintain its mineral properties in 2013.2014. 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 interests 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

35
E. Off-Balance Sheet Arrangements
­The Company has no off-balance sheet arrangements.
 
33
F. Tabular Disclosure of Contractual Obligations

As at January 31, 2013,2014, the Company had the following contractual obligations:
 
 Payment due by period  Payment due by period 
 Total  <1 year  1-3 Years  3-5 Years  More than 5 years  Total  <1 year  1-3 Years  3-5 Years  
More than
5 years
 
Trade payables and other payables $401,088  $401,088   -   -   -  $236,548  $236,548  $-  $-  $- 
Reclamation Provision  395,000   -   -   395,000   -   503,629   -   -   503,629   - 
Deferred Income Tax Liabilities  2,444,038   -       -   2,444,038   1,766,720   -       -   1,766,720 
Total $3,240,126  $401,088   -  $395,000  $2,444,038  $2,506,897  $236,548  $-  $503,629  $1,766,720 

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-months’ notice by either party.

As of January 31, 2013,2014, the Company had no other contractual obligations.

G. Safe Harbor

Not Applicable
 
Item 6. Directors, Senior Management and Employees

A. Directors and Senior Management

The following is a list of the Company’s directors and senior management as at June 14, 2013.11, 2014. The directors are elected for a term of one year at the annual meeting of shareholders. This year’s annual meeting will be held on July 24, 2013.31, 2014.

Name
 
Position Held
 
Principal Occupation
 
Director/Officer Since
Ronald Andrews Director 
Director of Berkley Resources Inc. and North Coast Live Insurance Company. Owner and operator of Andrews Orchards
 January 2010
Chris Sampson Vice President Exploration and Director Director and Vice President Exploration of the Company; Professional Engineer, Director of Sego Resources Ltd. January 1996
David Wolfin 
Director, President &
Chief Executive Officer
 Director, President and CEO of the Company; Director of Bralorne Gold Mines Ltd. and Berkley Resources Inc.; Director, President and CEO of Gray Rock Resources Ltd. and Avino Silver & Gold Mines Ltd.; and Director of Mill Bay Ventures Inc. and Cresval Capital Corp. September 1997
Gary Robertson Chairman and Director Certified Financial Planner, Director of the Company and Director of Avino Silver & Gold Mines Ltd., Bralorne Gold Mines Ltd., Levon Resources Ltd., Mill Bay Ventures Inc. and Sage Gold Inc. July 2003
Andrew Kaplan Director Business Consultant July 2012
Pamela Saulnier* Corporate Secretary Corporate Secretary of the Company and Gray Rock Resources Ltd., and Corporate Secretary and Chief Financial Officer of Berkley Renewables Inc., Cresval Capital Corp., Deerhorn Metals Inc. and WestKam Gold Corp. May 2013
Malcolm Davidson Chief Financial Officer Chief Financial Officer of the Company and of Avino Silver & Gold Mines Ltd., and Gray Rock Resources Ltd. January 2012

34
*On April 26, 2013, Ms. Dorothy Chin resigned as Corporate Secretary and Ms. Pamela Saulnier was appointed Corporate Secretary.

36
B. Compensation

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

1)  Compensation Discussion and Analysis
 
The Company does not have a compensation program other than paying base salaries, incentive bonuses, and incentive stock options to its executive officers. The Company recognizes the need to provide compensation package that will attract and retain qualified and experienced executives, as well as align the compensation level of each executive to that executive’s level of responsibility. The three components of the compensation package are included to enable the Company to meet different objectives. The objectives of base salary are to recognize market pay, and acknowledge the competencies and skills of individuals. The objective of incentive bonuses (paid in the form of cash payments) is to add a variable component of compensation to recognize corporate and individual performances for executive officers and employees. The objectives of stock option awards are to reward achievement of long-term financial and operating performance and focus on key activities and achievements critical to the ongoing success of the Company. Implementation of new incentive stock option plans and amendments to the existing stock option plan are the responsibility of the Company’s Compensation Committee.
 
The Company has no other forms of compensation, although payments may be made from time to time to individuals or companies they control for the provision of consulting services. Such consulting services are paid for by the Company at competitive industry rates for work of a similar nature by reputable arm’s length services providers.
 
The process for determining executive compensation relies solely on discussions amongst the board of directors of the Company (the “Board”) with the input from and upon the recommendations of the Compensation Committee, without any formal objectives criteria and analysis.
 
35
Actual compensation will vary based on the performance of the executives relative to the achievement of goals and the price of the Company’s securities.
 
Compensation ElementDescriptionCompensation Objectives
Annual Base SalarySalary is market-competitive, fixed level of compensationRetain qualified leaders, motivate strong business performance.
Incentive BonusesDiscretionary cash paymentReward individual performance in achieving corporate goals
Incentive Stock OptionEquity grants are made in the form of stock options. The amount of grant will be dependent on individual and corporate performance.Reward long-term financial and operating performance and align interests of key employees with those of shareholders

2)  Summary Compensation Table

The following table sets forth particulars concerning the compensation paid or accrued for services rendered to the Company in all capacities during the most recently completed financial year ended January 31, 20132014 of the Company to its executive officers:

Name and principal positionYear
Salary
($)
Share-based awards
($)1
Option-based awards
($)2
Non-equity incentive plan compensation
($)3
Pension value
($)3
All other compensation
($)
Total compensation
($)
DAVID Wolfin
President, CEO & Director
201330,000NIL127,439---157,439
malcolm davidson
CFO
201329,445NIL28,930---58,375
Name and
principal
position
Year
Salary
($)
Share-based awards
($)1
Option-based awards
($)2
Non-equity incentive plan compensation
($)3
Pension value
($)3
All other compensation
($)
Total compensation
($)
David Wolfin
President, CEO & Director
201430,000NILNIL---30,000
Malcolm Davidson
CFO
201418,823NILNIL---18,823

1 The Company does not currently have any share-based award plans.
2 The methodology used to calculate the grant date fair value is based on the Black-Scholes Option Pricing Model.
3 The Company does not have any non-equity incentive plans or any pension plans.

 
3637
 

Annual Base Salary

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

The Annual Base Salary paid to the executive officers is, for the purpose of establishing appropriate increases, reviewed annually by the Board upon the recommendation of the Compensation Committee thereof as part of the annual review of executive officers. The decision on whether to grant an increase to the executive’s base salary and the amount of any such increase shall be in the sole discretion of the Board and Compensation Committee thereof.
 
Non-Equity Incentive Plan Compensation
 
One of the three components of the Company’s compensation package is a discretionary annual cash bonus, paid to recognize individual performance in attaining corporate goals and objectives. The Company does not have a long-term incentive plan.
 
Option Based Award
 
An Option Based Award is in the form of an incentive stock option plan. The objective of the incentive stock option is to reward executive officers, employees’ and directors’ individual performance at the discretion of the Board upon the recommendation of the Compensation Committee. The plan currently used by the Company is 20122013 Stock Option Plan (the “Plan”), under which stock options have been granted and may be granted to purchase a number equal to 10% of the Company’s issued capital from time to time.

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

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

As of January 31, 2013,2014, stock options to purchase a total of up to 3,285,0003,155,000 shares have been granted and remain outstanding under the Plan, leaving 71,3652,304 options available for issuance. All previous grants of option-based awards are taken into account when considering new grants.

3)  Incentive Plan Awards
37

Outstanding share-based awards and option-based awards

The following table sets forth the options granted to the executive officers to purchase or acquire securities of the Company outstanding at the end of the most recently completed financial year ended January 31, 2013:2014:

 Option-based AwardsShare-based Awards
Name
Number of securities underlying unexercised options
(#)
Option
exercise
price
($)
Option
expiration
date
Value of
unexercised in-the-moneyin-
the-money options
($)(1)
Number of
shares or units of shares that have not vested
(#)
Market or
payout value of share-based awards that have not vested
($)(1)
David Wolfin
President, CEO and Director
90,000
105,000
55,000
300,000
220,000
$0.76
$0.45
$0.80
$0.40
$0.30
Jan 13, 2015
Sep 17, 2015
Jan 21, 2016
Feb 22, 2017
Oct. 12, 2017
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Malcolm Davidson
CFO
20,000
75,000
40,000
$0.80
$0.40
$0.30
Jan 21, 2016
Feb 22, 2017
Oct. 12, 2017
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
(1) In-the-Money Options is the difference between the market value of the underlying securities at January 31, 20132014 and the exercise price of the option. The closing market price of the Company’s common shares as at January 31, 20132014 was $0.22$0.18 per common share.
38
Incentive plan awards – value vested or earned during the year

The following table sets forth the value vested or earned during the year of option-based awards, share-based awards and non-equity incentive plan compensation paid to executive officers during the most recently completed financial year ended January 31, 2013:2014:

Name
Option-based awards –
Value vested during
the year
($)(1)
Share-based awards –
Value vested during
the year
($)
Non-equity incentive plan
compensation – Value earned
during the year
($)
David Wolfin
President, CEO and Director
NilNilNil
Malcolm Davidson
CFO
NilNilNil
 
(1)  The options have no value since the exercise price was higher than the market price at the grant date.

4)  Pension Plan Benefits

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

5)  Termination and Change of Control Benefits

The Company does not have any employment contracts with the executive officers, and there are no contractual provisions for termination of employment or change in responsibilities.

6)  Director Compensation

The Company pays its independent directors $750 per quarter and an additional $750 per quarter for being a member of three or more committees.
38

The following table sets forth the value of all compensation paid to the directors in their capacity as directors during the most recently completed financial year ended January 31, 2013:2014:

Name 
Fees earned
($)
 
Share-based awards
($)
 
Option-based awards
($)(1)
 
Non-equity incentive plan compensation
($)
 
Pension value
($)
 
All other compensation
($)
 
Total
($)
 
Fees earned
($)
Share-based awards
($)
Option-based awards
($)(1)
Non-equity incentive plan compensation
($)
Pension value
($)
All other compensation
($)
Total
($)
                  
Gary Robertson* $6,000 NIL $35,766 NIL NIL NIL $41,766 $6,000NILNILNILNILNIL$6,000
Chris Sampson $26,564 NIL $28,930 NIL NIL NIL $55,494 $18,000NILNILNILNILNIL$18,000
David Wolfin(2)
 NIL NIL NIL NIL NIL NIL NIL NILNILNILNILNILNIL
Ronald Andrews* $6,000 NIL $28,930 NIL NIL NIL $34,930 $6,000NILNILNILNILNIL$6,000
Andrew Kaplan* (3)
 $4,500 NIL $20,281 NIL NIL NIL $24,781 
Louis Wolfin(4)
 $37,500 NIL $28,155 NIL NIL NIL $65,655 
Andrew Kaplan*$6,000NILNILNILNILNIL$6,000
 
*
*Independent and Non-Employee Directors.
(1)  The methodology used to calculate the grant date fair value is based on the Black-Scholes Option Pricing Model.
(2)  CEO, see Summary Compensation Table.
(3)  Andrew Kaplan was elected as a director of the Company at the Company’s previous annual general meeting held on July 16, 2012.

(4)  Louis Wolfin was not nominated or elected as a director of the Company at the Company’s previous annual general meeting held on July 16, 2012.

39
No director of the Company who is not a named executive officer has received, during the most recently completed financial year, compensation pursuant to:
 
(a)  any standard arrangement for the compensation of directors for their services in their capacity as directors, including any additional amounts payable for committee participation or special assignments;
 
(b)  any other arrangement, in addition to, or in lieu of, any standard arrangement, for the compensation of directors in their capacity as directors except for the granting of stock options; or
 
(c)  any arrangement for the compensation of directors for services as consultants or experts.
 
The Company may grant incentive stock options to directors of the Company from time to time pursuant to the stock option plan of the Company and in accordance with the policies of the TSX-V.
39

Outstanding share-based awards and option-based awards

The following table sets forth the options granted to the directors to purchase or acquire securities of the Company outstanding at the end of the most recently completed financial year ended January 31, 2013:2014:

Option-based AwardsShare-based AwardsOption-based AwardsShare-based Awards
Name
Number of securities underlying unexercised options
(#)
Option exercise price
($)
Option expiration date
Value of unexercised in-the-money options
($)(1)
Number of shares or units of shares that have not vested
(#)
Market or payout value of share-based awards that have not vested
($)(1)
Number of securities underlying unexercised options
(#)
Option
exercise price
($)
Option
expiration date
Value of
unexercised in-the-money options
($)(1)
Number of
shares or units of shares that have not vested
(#)
Market or
payout value of share-based awards that have not vested
($)(1)
Gary Robertson
50,000
50,000
40,000
75,000
75,000
$0.76
$0.45
$0.80
$0.40
$0.30
Jan 13, 2015
Sep 17, 2015
Jan 21, 2016
Feb 22, 2017
Oct. 12, 2017
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
50,000
50,000
40,000
75,000
75,000
$0.76
$0.45
$0.80
$0.40
$0.30
Jan 13, 2015
Sep 17, 2015
Jan 21, 2016
Feb 22, 2017
Oct. 12, 2017
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Chris Sampson
25,000
50,000
40,000
75,000
40,000
$0.76
$0.45
$0.80
$0.40
$0.30
Jan 13, 2015
Sep 17, 2015
Jan 21, 2016
Feb 22, 2017
Oct. 12, 2017
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
25,000
50,000
40,000
75,000
40,000
$0.76
$0.45
$0.80
$0.40
$0.30
Jan 13, 2015
Sep 17, 2015
Jan 21, 2016
Feb 22, 2017
Oct. 12, 2017
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Ronald Andrews
50,000
50,000
40,000
 75,000
40,000
$0.76
$0.45
$0.80
$0.40
$0.30
Jan 13, 2015
Sep 17, 2015
Jan 21, 2016
Feb 22, 2017
Oct. 12, 2017
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
50,000
50,000
40,000
 75,000
40,000
$0.76
$0.45
$0.80
$0.40
$0.30
Jan 13, 2015
Sep 17, 2015
Jan 21, 2016
Feb 22, 2017
Oct. 12, 2017
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Andrew kaplan75,000$0.30Oct. 12, 2017NilNil75,000$0.30Oct. 12, 2017NilNilNil
 
(1)  In-the-Money Options is the difference between the market value of the underlying securities at January 31, 20132014 and the exercise price of the option. The closing market price of the Company's common shares as at January 31, 20132014 was $0.22$0.18 per common share.

40
Incentive plan awards – value vested or earned during the year

An “incentive plan” is any plan providing compensation that depends on achieving certain performance goals or similar conditions within a specific period. An “incentive plan award” means compensation awarded, earned, paid or payable under an incentive plan.
40

The following table sets forth the value vested or earned during the year of option-based awards, share-based awards and non-equity incentive plan compensation paid to directors during the most recently completed financial year ended January 31, 2013:2014:

Name
Option-based awards –
Value vested during
the year
($)(1)
Share-based awards –
 Value vested during the year
($)
Non-equity incentive plan
compensation – Value earned
during the year
($)
Gary RobertsonNilNilNil
Chris SampsonNilNilNil
Ronald AndrewsNilNilNil
Andrew kaplan(2)
NilNilNil
Louis Wolfin(3)
NilNilNil

(1)  The aggregate dollar value that would have been realized if the options granted during the year had been exercised on the vesting date.
(2)  Andrew Kaplan was elected as a director of the Company at the Company’s previous annual general meeting held on July 16, 2012.
(3)  Louis Wolfin was not nominated or elected as a director of the Company at the Company’s previous annual general meeting held on July 16, 2012.

Termination of Employment, Changes in Responsibilities and Employment Contracts

The Company does not have an employment contract with the executive officers, and there are no contractual provisions for termination of employment or change in responsibilities.

C. Board Practices

The Board is currently comprised of five directors. The size and experience of the Board is important for providing the Company with effective governance in the mining industry. The Board’s mandate and responsibilities can be effectively and efficiently administered at its current size. The Board has functioned, and is of the view that it can continue to function, independently of management as required. Directors are elected for a term of one year at the annual general meeting. At the Company’s previous annual general meeting, held on July 16, 2012,24, 2013, the shareholders elected Ronald Andrews, Gary Robertson, Chris Sampson, David Wolfin, and Andrew Kaplan as directors.

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

41
David Wolfin is President and Chief Executive Officer of the Company and is not independent. Chris Sampson is also the Vice-President of Exploration of the Company and is not independent.

The Board has addressed the related directorship issues and intends, given a transitional period, to eventually be comprised of a majority of unrelated directors. Procedures are in place to allow the Board to function independently. At the present time, the Board has experienced directors that have made a significant contribution to the Company’s success, and are satisfied that it is not constrained in its access to information, in its deliberations or in its ability to satisfy the mandate established by law to supervise the business and affairs of the Company. The Company’s chairman and independent directors meet in the absence of managing directors. Committees meet independent of management and other directors. Committees appoint a chairman from their number who presides over the committee meetings.
41

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

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

Committees

Corporate Governance Committee

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

The Corporate Governance Committee currently consists of three directors (Messrs. Ronald Andrews, Andrew Kaplan and Chris Sampson), all of whom are considered independent.

Audit Committee

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

42
The Audit Committee consists of Gary Robertson, Ronald Andrews and Chris Sampson, all of whom are financially literate. Currently, the Audit Committee has at least one member with accounting or related financial management expertise. “Financially literate” means the ability to read and understand a balance sheet, an income statement, and a cash flow statement. “Accounting or related financial expertise” means the ability to analyze and interpret a full set of financial statements, including the notes attached thereto, in accordance with IFRS. Gary Robertson and Ronald Andrews are both independent, having no direct or indirect material relationship with the Company which could, in the view of the Board, reasonably interfere with the exercise of a member’s independent judgment.

It is intended that this Audit Committee eventually will be comprised solely of unrelated directors.
42

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

·  its relationship with and expectation of the external auditors, including the establishment of the independence of the external auditor and the approval of any non-audit mandates of the external auditor;
·  determination of which non-audit services the external auditor is prohibited from providing;
·  the engagement, evaluation, remuneration, and termination of the external auditors;
·  appropriate funding for the payment of the auditor’s compensation and for any advisors retained by the Audit Committee;
·  its relationship with and expectation of the internal auditor;
·  its oversight of internal control;
·  disclosure of financial and related information; and
·  any other matter that the Audit Committee feels is important to its mandate or that which the Board chooses to delegate to it.

Compensation Committee

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

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

D. Employees

As at January 31, 2013,2014, the Company has one full-time employee located in Nevada, United States. The Company’s senior management as well as administrative and corporate services are located in Canada; however, these people are not considered employees of the Company in a legal sense. Senior management and administrative staff are contracted by the Company through their companies or through the Company’s cost sharing agreement for overhead and corporate services with Oniva.

E. Share Ownership

The following table sets out the share ownership of the individuals referred to in “Compensation” as of June 14, 201311, 2014

Name of Beneficial Owner
 
Number of Shares
  
Percent
  Number of Shares  Percent 
        
Chris Sampson  66,300   *   66,300   * 
Ronald Andrews  55,000   *   55,000   * 
Gary Robertson  248,550   *   338,550   * 
David Wolfin  958,300   2.9%  2,391,300   5.7%
Malcolm Davidson  -   N/A   -   N/A 
Andrew kaplan(1)
  -   N/A 
Louis Wolfin(2)
  2,720,101   8.0%
        
*Less than one percent        
Andrew Kaplan  -   N/A 

(1)  Andrew Kaplan was elected as a director of the Company at the Company’s previous annual general meeting held on July 16, 2012.
(2)  Louis Wolfin was not nominated or elected as a director of the Company at the Company’s previous annual general meeting held on July 16, 2012.
*Less than one percent
 
 
43
 
 
Outstanding Options
 
The following information, as of June 14, 2013,11, 2014, reflects outstanding options held by the individuals referred to in “Compensation”:
 
 
No. of Shares
 
Date of Grant
 
Exercise Price
 
Expiration Date
 
No. of Shares
 
Date of Grant
 
Exercise Price
 
Expiration Date
David Wolfin*
President, CEO and Director
 
90,000
105,000
55,000
300,000
220,000
 
Jan 13, 2010
Sep 17, 2010
Jan 21, 2011
Feb 22, 2012
Oct. 12, 2012
 
$0.76
$0.45
$0.80
$0.40
$0.30
 
Jan 13, 2015
Sep 17, 2015
Jan 21, 2016
Feb 22, 2017
Oct. 12, 2017
 
90,000
105,000
55,000
300,000
220,000
600,000
 
Jan 13, 2010
Sep 17, 2010
Jan 21, 2011
Feb 22, 2012
Oct. 12, 2012
Mar. 14, 2014
 
$0.76
$0.45
$0.80
$0.40
$0.30
$0.24
 
Jan 13, 2015
Sep 17, 2015
Jan 21, 2016
Feb 22, 2017
Oct. 12, 2017
Mar. 14, 2019
       
Malcolm Davidson
CFO
 
20,000
75,000
40,000
 
Jan 21, 2011
Feb 22, 2012
Oct. 12, 2012
 
$0.80
$0.40
$0.30
 
Jan 21, 2016
Feb 22, 2017
Oct. 12, 2017
 
20,000
75,000
40,000
100,000
 
Jan 21, 2011
Feb 22, 2012
Oct. 12, 2012
Mar. 14, 2014
 
$0.80
$0.40
$0.30
$0.24
 
Jan 21, 2016
Feb 22, 2017
Oct. 12, 2017
Mar. 14, 2019
       
Chris Sampson
Director
 
25,000
50,000
40,000
75,000
40,000
 
Jan 13, 2010
Sep 17, 2010
Jan 21, 2011
Feb 22, 2012
Oct. 12, 2012
 
$0.76
$0.45
$0.80
$0.40
$0.30
 
Jan 13, 2015
Sep 17, 2015
Jan 21, 2016
Feb 22, 2017
Oct. 12, 2017
 
25,000
50,000
40,000
75,000
40,000
50,000
 
Jan 13, 2010
Sep 17, 2010
Jan 21, 2011
Feb 22, 2012
Oct. 12, 2012
Mar. 14, 2014
 
$0.76
$0.45
$0.80
$0.40
$0.30
$0.24
 
Jan 13, 2015
Sep 17, 2015
Jan 21, 2016
Feb 22, 2017
Oct. 12, 2017
Mar. 14, 2019
       
Ronald Andrews
Director
 
50,000
50,000
40,000
75,000
40,000
 
Jan 13, 2010
Sep 17, 2010
Jan 21, 2011
Feb 22, 2012
Oct. 12, 2912
 
$0.76
$0.45
$0.80
$0.40
$0.30
 
Jan 13, 2015
Sep 17, 2015
Jan 21, 2016
Feb 22, 2017
Oct. 12, 2017
 
50,000
50,000
40,000
75,000
40,000
100,000
 
Jan 13, 2010
Sep 17, 2010
Jan 21, 2011
Feb 22, 2012
Oct. 12, 2912
Mar. 14, 2014
 
$0.76
$0.45
$0.80
$0.40
$0.30
$0.24
 
Jan 13, 2015
Sep 17, 2015
Jan 21, 2016
Feb 22, 2017
Oct. 12, 2017
Mar. 14, 2019
       
Gary Robertson
Director
 
50,000
50,000
40,000
75,000
75,000
 
Jan 13, 2010
Sep 17, 2010
Jan 21, 2011
Feb 22, 2012
Oct. 12, 2012
 
$0.76
$0.45
$0.80
$0.40
$0.30
 
Jan 13, 2015
Sep 17, 2015
Jan 21, 2016
Feb 22, 2017
Oct. 12, 2017
 
 
50,000
50,000
40,000
75,000
75,000
100,000
 
Jan 13, 2010
Sep 17, 2010
Jan 21, 2011
Feb 22, 2012
Oct. 12, 2012
Mar. 14, 2014
 
$0.76
$0.45
$0.80
$0.40
$0.30
$0.24
 
Jan 13, 2015
Sep 17, 2015
Jan 21, 2016
Feb 22, 2017
Oct. 12, 2017
Mar. 14, 2019
       
Andrew Kaplan
Director
 75,000 Oct. 12, 2012 $0.30 Oct. 12, 2017 
75,000
100,000
 
Oct. 12, 2012
Mar. 14, 2104
 
$0.30
$0.24
 
Oct. 12, 2017
Mar. 14, 2019
       
Pam Saulnier
Corporate Secretary
100,000 Mar. 14, 2104 $0.24 Mar. 14, 2019
       
Louis Wolfin
Director for part of fiscal 2013*
 
75,000
80,000
50,000
100,000
 
Jan. 13, 2010
Sept. 17, 2010
Jan. 21, 2011
Feb. 22, 2012
 
$0.76
$0.45
$0.80
$0.40
 
Jan. 13, 2015
Sept. 17, 2015
Jan. 21, 2016
Feb. 22, 2017
 
75,000
80,000
50,000
100,000
 
Jan. 13, 2010
Sept. 17, 2010
Jan. 21, 2011
Feb. 22, 2012
 
$0.76
$0.45
$0.80
$0.40
 
Jan. 13, 2015
Sept. 17, 2015
Jan. 21, 2016
Feb. 22, 2017
 
* Louis Wolfin ceased to be a director on July 16, 2012.
 
 
44
 
 
Item 7. Major Shareholders and Related Party Transactions

A. Major Shareholders

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

As of June 14, 2013,11, 2014, to the knowledge of the Company, no person owned more than five (5%) per cent of the outstanding shares of each class of the Company’s voting securities.securities other than:

B.           Related Party Transactions
Name Number of Voting Securities  Percentage 
Barrick Gold Corporation  4,150,000   9.90%
David Wolfin  2,391,300   5.70%

B. Related Party Transactions

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

a) Management transactions

Key management personnel include the members of the Board of Directors and officers of the Company, who have the authority and responsibility for planning, directing and controlling the activities of the Company. The remuneration of directors and officers during the years ended January 31 was as follows:
 
 2013  2012 
       2014  2013  2013 
Salaries, bonuses, fees and benefits               
Members of the Board of Directors $110,564  $117,000  $66,000  $110,564  $117,000 
Other members of key management  57,162   47,774   43,707   57,162   47,774 
                    
Share-based payments                    
Members of the Board of Directors  269,501   -   -   269,501   - 
Other members of key management  50,821   -   -   50,821   - 
 $488,048  $164,774  $109,707  $488,048  $164,774 
45
 
b)In the normal course of operations the Company transacts with companies related to its directors or officers. The following amounts are receivable from a related party:

  
January 31,
2013
  
January 31,
2012
  
January 31,
2011
 
Levon Resources Ltd. $33,228  $26,916  $20,596 
  
January 31,
2014
  
January 31,
2013
  
January 31,
2012
 
Levon Resources Ltd. (i) $43,908  $33,043  $26,916 
Great Thunder Gold Corp. (i)  2,263   -   - 
  $46,171  $33,043  $26,916 

(i)  Levon Resources Ltd and Great Thunder Gold Corp. (formerly Mill Bay Ventures Ltd) are public company related by way of a common directors.
45

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

  
January 31,
2013
  
January 31,
2012
  
January 31,
2011
 
Directors $16,500  $11,876  $- 
Oniva International Services Corp.  131,269   22,134   2,429 
Sampson Engineering Inc.  12,641   3,615   3,794 
Wear Wolfin Designs Inc.  7,840   -   - 
Frobisher Securities Ltd.  7,026   -   - 
Intermark Capital Corp.  19,600   -   - 
  $194,876  $37,625  $6,223 
  
January 31,
2014
  
January 31,
2013
  
January 31,
2012
 
Directors $34,500  $16,500  $11,876 
Oniva International Services Corp. (i)  153,566   131,269   22,134 
Sampson Engineering Inc. (ii)  18,641   12,641   3,615 
Wear Wolfin Designs Inc. (iii)  13,860   7,840   - 
Saulnier Capital Corp.(iv)  4,028   -   - 
Frobisher Securities Ltd. (v)  4,200   7,026   - 
Intermark Capital Corp. (vi)  34,650   19,600   - 
  $263,445  $194,876  $37,625 

(i)  Oniva and ABC Drilling are private companies related by way of common management and directors.
(ii)  Sampson Engineering is a private company controlled by a director.
(iii)  Wear Wolfin Designs Inc. is a private company controlled by a former director and is related to an officer of the Company.
(iv)  Saulnier Capital Corp is a private company controlled by an officer.
(v)  Frobisher Securities Ltd is a private company controlled by former director and is related to an officer of the Company.
(vi)  Intermark Capital Corp is a private company controlled by an officer and director.
46
d) Other related party transactions

The Company has a cost-sharing agreement to reimburse Oniva International Services Corp. (“Oniva”), as described in Note 12 of the audited consolidated financial statements. The transactions with Oniva during the years ended January 31 are summarized below:

 2013  2012 
       2014  2013  2012 
Salaries and benefits $132,884  $150,725  $77,785  $132,884  $150,725 
Office and miscellaneous  98,036   116,160   48,489   98,036   116,160 
         $126,274  $230,920  $266,885 
 $230,920  $266,885 

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

Amounts receivable from a related party as at January 31, 20132014 is comprised of $72,050$87,473 ((US$72,245)78,535) (January 31, 20122013 - US$65,955)72,245)) less an allowance for non-collection of $39,008$43,564 ((US$39,113) (January 31, 20122013 - US$39,113)) due from a company related by common directors. Amounts due are without stated terms of interest or repayment.

Amounts payable tofrom another company related partiesby common directors as at January 31, 2013 include $131,2692014 is comprised of $2,263 ((US$2,032) (January 31, 2013 - $22,134) due to Oniva, $16,500 (January 31, 2012 - $11,876) due to directors of the Company, $19,667 (January 31, 2012 - $3,615) due to two private companies each controlled by directors, and $19,600 (January 31, 2013 - $nil) due to related companies for management fees.US$Nil)).

Amounts due are without stated terms of interest or repayment.

C. Interests of Experts and Counsel

Not Applicable.
 
46
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, 20132014 and January 31, 2012;2013;
·  Consolidated Statements of Operations and Comprehensive Loss for the years ended January 31, 2014, 2013 2012 and 2011;2012;
·  Consolidated Statements of Changes in Equity for the years ended January 31, 2013, 2012 and 2011;
·  Consolidated Statements of Cash Flows for the years ended January 31, 2014, 2013 2012 and 2011;2012; and
·  Notes to the Consolidated Financial Statements.

47
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, 2013.2014.
 
Item 9. The OfferingOffer and Listing

A. Offer and Listing Details

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

  
TSX-V
(Canadian Dollars)
  
OTCBB
 (United States Dollars)
 
Last Six Months
 
High
  
Low
  
High
  
Low
 
April 2013  0.20   0.12   0.19   0.12 
March 2013  0.21   0.16   0.19   0.15 
February 2013  0.23   0.20   0.22   0.19 
January 2013  0.25   0.20   0.24   0.21 
December 2012  0.28   0.22   0.24   0.22 
November 2012  0.29   0.23   0.28   0.24 
                 
2012-2013 Quarters High  Low  High  Low 
Fourth Quarter ended January 31, 2013  0.29   0.20   0.25   0.20 
Third Quarter ended October 31, 2012  0.33   0.23   0.31   0.22 
Second Quarter ended July 31, 2012  0.34   0.21   0.36   0.24 
First Quarter ended April 30, 2012  0.46   0.27   0.43   0.35 
             
2011-2012 Quarters High  Low  High  Low 
Fourth Quarter ended January 31, 2012  0.66   0.36   0.61   0.35 
Third Quarter ended October 31, 2011  0.68   0.30   0.73   0.30 
Second Quarter ended July 31, 2011  0.79   0.58   0.87   0.60 
First Quarter ended April 30, 2011  1.09   0.73   1.13   0.71 
  
TSX-V
(Canadian Dollars)
  
OTCBB
 (United States Dollars)
 
Last Six Months  High   Low   High   Low 
May 2014  0.25   0.20   0.22   0.18 
April 2014  0.25   0.17   0.22   0.16 
March 2014  0.30   0.17   0.27   0.14 
February 2014  0.18   0.12   0.16   0.13 
January 2014  0.16   0.11   0.14   0.11 
December 2013  0.16   0.07   0.14   0.06 
                 
2013-2014 Quarters  High   Low   High   Low 
Fourth Quarter ended January 31, 2014  0.16   0.07   0.14   0.06 
Third Quarter ended October 31, 2013  0.15   0.10   0.14   0.09 
Second Quarter ended July 31, 2013  0.19   0.10   0.19   0.10 
First Quarter ended April 30, 2013  0.23   0.12   0.22   0.12 
                 
2012-2013 Quarters  High   Low   High   Low 
Fourth Quarter ended January 31, 2013  0.29   0.20   0.25   0.20 
Third Quarter ended October 31, 2012  0.33   0.23   0.31   0.22 
Second Quarter ended July 31, 2012  0.34   0.21   0.36   0.24 
First Quarter ended April 30, 2012  0.46   0.27   0.43   0.35 

 
4748
 
 
Last Five Fiscal Years High  Low  High  Low   High   Low   High  Low   
2014  0.23   0.07   0.22   0.06 
2013  0.46   0.20   0.43   0.20   0.46   0.20   0.43   0.20 
2012  1.09   0.30   1.13   0.35   1.09   0.30   1.13   0.35 
2011  1.10   0.57   1.13   0.60   1.10   0.57   1.13   0.60 
2010  1.00   0.275   0.93   0.15   1.00   0.275   0.93   0.15 
2009  1.49   0.11   1.49   0.07 

B. Plan of Distribution

Not Applicable.

C. Markets

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

D. Selling Shareholders

Not applicable.

E.            Dilution

E. Dilution
Not applicable.

F. Expenses of the Issue

Not applicable.
 
Item 10. Additional Information

A. Share Capital

Not applicable.

B. Memorandum and Articles of Association

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

49
Common Shares

All issued and outstanding common shares are fully paid and non-assessable. Each holder of record of common shares is entitled to one vote for each common share so held on all matters requiring a vote of shareholders, including the election of directors. The holders of common shares will be entitled to dividends on a pro-rata basis, if and when as declared by the board of directors. There are no preferences, conversion rights, preemptive rights, subscription rights, or restrictions or transfers attached to the common shares. In the event of liquidation, dissolution, or winding up of the Company, the holders of common shares are entitled to participate in the assets of the Company available for distribution after satisfaction of the claims of creditors.
48

Powers and Duties of Directors

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

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

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

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

Shareholders

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

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

50
Under British Columbia law certain items such as an amendment to the Company’s Articles or entering into a merger requires approval by a special resolution which means: (a) a resolution passed by a majority of not less than the requisite majority of the votes cast by the shareholders of the Company who, being entitled to do so, vote in person or by proxy at a general meeting of the company; or (b) a resolution consented to in writing by every shareholder of the Company who would have been entitled to vote in person or by proxy at a general meeting of the Company, and a resolution so consented to is deemed to be a special resolution passed at a general meeting of the Company.
 
49

C. Material Contracts

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

D. Exchange Controls

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

There are no limitations under the laws of Canada or in the organizing documents of the Company on the right of foreigners to hold or vote securities of the Company, except that the Investment Canada Act may require review and approval by the Minister of Industry (Canada) of certain acquisitions of “control” of the Company by a “non-Canadian”. The threshold for acquisitions of control is generally defined as being one-third or more of the voting shares of the Company. “Non-Canadian” generally means an individual who is not a Canadian citizen, or a corporation, partnership, trust or joint venture that is ultimately controlled by non-Canadians.

E. Taxation

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

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

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

51
Pursuant to the Tax Act, a U.S. Holder will not be subject to Canadian capital gains tax on any capital gain realized on an actual or deemed disposition of a common share, including a deemed disposition on death, provided that the U.S. Holder did not hold the common share as capital property used in carrying on a business in Canada, and that neither the U. S. Holder nor persons with whom the U.S. Holder did not deal at arm’s length (alone or together) owned or had the right or an option to acquire 25% or more of the issued shares of any class of the Company at any time in the five years immediately preceding the disposition.

50

United States Federal Income Tax Consequences

Passive Foreign Investment Company

The Company believes that it is a passive foreign investment company (a “PFIC”) for United States federal income tax purposes with respect to a United States Investor. The Company will be a PFIC with respect to a United States Investor if, for any taxable year in which such United States Investor held the Company’s shares, either (i) at least 75 % of the gross income of the Company for the taxable year is passive income, or (ii) at least 50% of the Company’s assets are attributable to assets that produce or are held for the production of passive income. In each case, the Company must take into account a pro rata share of the income and the assets of any company in which the Company owns, directly or indirectly, 25% or more of the stock by value (the “look-through” rules). Passive income generally includes dividends, interest, royalties, rents (other than rents and royalties derived from the active conduct of a trade or business and not derived from a related person), annuities, and gains from assets that produce passive income. As a publicly traded corporation, the Company would apply the 50% asset test based on the value of the Company’s assets.

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

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

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

A shareholder that makes a section 1295 election will be currently taxable on his or her pro rata share of the Company’s ordinary earnings and net capital gain (at ordinary income and capital gains rates, respectively) for each taxable year of the Company, regardless of whether or not distributions were received. The shareholder’s basis in his or her shares will be increased to reflect taxed but undistributed income. Distributions of income that had previously been taxed will result in a corresponding reduction of basis in the shares and will not be taxed again as a distribution to the shareholder.

A shareholder may make a section 1295 election with respect to a PFIC for any taxable year of the shareholder (a “shareholder’s election year”). A section 1295 election is effective for the shareholder’s election year and all subsequent taxable years of the shareholder. Procedures exist for both retroactive elections and filing of protective statements. Once a section 1295 election is made it remains in effect, although not applicable, during those years that the Company is not a PFIC. Therefore, if the Company re-qualifies as a PFIC, the section 1295 election previously made is still valid and the shareholder is required to satisfy the requirements of that election. Once a shareholder makes a section 1295 election, the shareholder may revoke the election only with the consent of the Commissioner.

52
If the shareholder makes the section 1295 election for the first tax year of the Company as a PFIC that is included in the shareholder’s holding period, the PFIC qualifies as a pedigreed QEF with respect to the shareholder. If a QEF is an unpedigreed QEF with respect to the shareholder, the shareholder is subject to both the non-QEF and QEF regimes. Certain elections are available which enable shareholders to convert an unpedigreed QEF into a pedigreed QEF thereby avoiding such dual application.

51

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

Because the Company’s stock is “marketable” under section 1296(e), a U.S. Investor may elect to mark the stock to market each year. In general, a PFIC shareholder who elects under section 1296 to mark the marketable stock of a PFIC includes in income each year an amount equal to the excess, if any, of the fair market value of the PFIC stock as of the close of the taxable year over the shareholder’s adjusted basis in such stock. A shareholder is also generally allowed a deduction for the excess, if any, of the adjusted basis of the PFIC stock over the fair market value as of the close of the taxable year. Deductions under this rule, however, are allowable only to the extent of any net mark to market gains with respect to the stock included by the shareholder for prior taxable years. While the interest charge regime under the PFIC rules generally does not apply to distributions from and dispositions of stock of a PFIC where the U.S. Investor has marked to market, coordination rules for limited application will apply in the case of a U.S. Investor that marks to market PFIC stock later than the beginning of the shareholder’s holding period for the PFIC stock.

Special rules apply with respect to the calculation of the amount of the foreign tax credit with respect to excess distributions by a PFIC or inclusions under a QEF.

Controlled Foreign Corporation.

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

The 10% United States shareholders of a CFC are subject to current United States tax on their pro rata shares of certain income of the CFC and their pro rata shares of the CFC’s earnings invested in certain United States property. The effect is that the CFC provisions may impute some portion of such a corporation’s undistributed income to certain shareholders on a current basis and convert into dividend income some portion of gains on dispositions of stock, which would otherwise qualify for capital gains treatment.
52

The Company does not believe that it is not and will not be a CFC. It is possible that the Company could become a CFC in the future. Even if the Company were classified as a CFC in a future year, however, the CFC rules referred to above would apply only with respect to 10% shareholders.
53
 
Personal Holding Company/Foreign Personal Holding Company/Foreign Investment Company

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

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

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

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

U.S. Information Reporting and Backup Withholding

Dividends are generally subject to the information reporting requirements of the Code. Dividends may be subject to backup withholding at the rate of 31% unless the holder provides a taxpayer identification number on a properly completed Form W-9 or otherwise establishes an exemption.

The amount of any backup withholding will not constitute additional tax and will be allowed as a credit against the United States Investor’s federal income tax liability.

Filing of Information Return.

Under a number of circumstances, a United States Investor acquiring shares of the Company may be required to file an information return. In particular, any United States Investor who becomes the owner, directly or indirectly, of 10% or more of the shares of the Company will be required to file such a return. Other filing requirements may apply and United States Investors should consult their own tax advisors concerning these requirements.

F.            Dividends and Paying Agents

Not applicable.
53

G.           Statement by Experts
F. Dividends and Paying Agents

Not applicable.

54
G. Statement by Experts

Not applicable.

H. Documents on Display

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

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

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

I. Subsidiary Information

Not applicable.
 
Item 11. Quantitative and Qualitative Disclosures About Market RiskFinancial Instrument Risks

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

a) Credit risk

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

The Company manages credit risk, in respect of cash, by maintaining the majority of cash at high credit rated Canadian financial institutions.
 
 
5455
 

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,
2013
  
January 31,
2012
 
       January 31, 2014  January 31, 2013 
Cash and cash equivalents held at major financial institutions            
Canada – cash $11,741  $110,921  $4,706  $11,741 
Canada – cash equivalents  -   1,161,529   -   - 
US - cash  2,709   42,044   3,368   2,709 
                
  14,450   1,314,494   8,074   14,450 
Reclamation deposits held at major financial institutions  474,034   417,393   529,408   474,034 
                
Total cash and equivalents and reclamation deposits $488,484  $1,731,887  $537,482  $488,484 
 
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 has cash and cash equivalents at January 31, 20132014 in the amount of $14,450$8,074 (January 31, 20122013 - $1,314,494)$14,450) in order to meet short-term business requirements. At January 31, 2013,2014, the Company had current liabilities of $595,964$499,993 (January 31, 20122013 - $183,426)$595,964). 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 2013.2014. This will require the Company to continue to monitor its financing requirements
55

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.

56
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, 20132014 and 2012.2013.

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,
2013
  
January 31,
2012
 
       
Cash US$ 6,884  US$ 41,926 
Other amounts receivable  1,847   2,128 
Amounts receivable from a related party  33,132   26,841 
Reclamation bonds  475,317   416,228 
Accounts payable  (308,034)  (3,353)
         
Net exposure US$ 209,146  US$ 483,770 
         
Canadian dollar equivalent $208,937  $485,125 

56
  
January 31,
2013
  
January 31,
2013
 
Cash US$ 3,024  US$ 6,884 
Other amounts receivable  2,085   1,847 
Amounts receivable from a related party  41,454   33,132 
Reclamation bonds  475,317   475,317 
Accounts payable  (117,288)  (308,034)
         
Net exposure US$  404,592  US$  209,146 
         
Canadian dollar equivalent $450,634  $208,937 
 
Based on the net Canadian dollar denominated asset and liability exposures as at January 31, 2013,2014, a 10% fluctuation in the Canadian/US exchange rates will impact the Company’s net loss and comprehensive loss by approximately $20,894$45,063 (January 31, 20122013 - $29,000)$20,894).

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

Other price risk

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

The Company’s ability to raise capital to fund mineral resource exploration is subject to risks associated with fluctuations in mineral resource prices. Management closely monitors commodity prices, individual equity movements and the stock market to determine the appropriate course of action to be taken by the Company.
 
Item 12. Description of Securities Other than Equity Securities

Not applicable.
 
 
57
 
 
PART II
 
Item 13. Defaults, Dividend Arrearages and Delinquencies

Not Applicable.
 
Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds

Not Applicable.
 
Item 15. Controls and Procedures

Disclosure Controls and Procedures

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

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

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

Management’s Annual Report on Internal Control Over Financial Reporting

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

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

 
58
 

The Company’s management, including the Company’s principal executive officer and principal financial officer, along with an independent consultant, conducted an evaluation of the design and operation of the Company’s internal control over financial reporting as of January 31, 2013 based on the criteria set forth in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation. Based on this evaluation, the Company’s management concluded the Company’s internal control over financial reporting was not effective as at January 31, 2013 due to the following material weaknesses: (i) inadequate segregation of duties and effective risk assessment; (ii) insufficient written policies and procedures for accounting, financial reporting and corporate governance; and (iii) insufficient disaster recovery plans.

The Company has taken steps to enhance and improve the design of the Company’s internal controls over financial reporting, however these steps were not complete as of January 31, 2013.2014. During the period covered by this annual report on Form 20-F, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the following changes during the Company’s fiscal year ending January 31, 2013:2014: (i) address inadequate segregation of duties and ineffective risk management; (ii) adopt sufficient written policies and procedures for accounting, financial reporting and corporate governance; and (iii) implement a disaster recovery plan.

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

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

Attestation Report of the Registered Public Accounting Firm

Not Applicable.

Changes in Internal Control over Financial Reporting

There were no changes in internal control over financial reporting in the year ended January 31, 2013;2014; however, as a result of the evaluation of the Company’s internal control over financial reporting as of January 31, 2013, conducted by the Company’s principal executive officer, principal financial officer and an independent consultant, we expect to make such changes during the year ending January 31, 2014.2015.
 
Item 16. [Reserved]
 
Not Applicable.
Item 16A. Audit Committee Financial Expert

The Board determined that Mr. Gary Robertson is an “audit committee financial expert” as defined in Item 16A of Form 20-F under the Exchange Act, and that Mr. Robertson is independent as defined in the NASDAQ listing rules.
 
59
Item 16B. Code of Ethics

The Company has not currently adopted a code of ethics but is evaluating its internal procedures to determine the necessity of same. In the event that it is determined that a code of ethics is necessary, an appropriate code will be implemented.
 
Item 16C. Principal Accountant Fees and Services

The independent auditor for the year ended January 31, 2014 and 2013 was Manning Elliott LLP. The independent auditor for the year ended January 31, 2012 was Smythe Ratcliffe LLP, Chartered Accountants.
59

Audit Fees

The aggregate fees billed by Manning Elliott LLP for the audit of the Company’s annual financial statements for the fiscal year ended January 31, 20132014 were $30,000.$32,000. The aggregate fees billed by Smythe RatcliffeManning Elliott LLP for the fiscal year ended January 31, 20122013 were $38,000.$32,000.

Audit-Related Fees

The audit related fees billed by Manning Elliott LLP for the year ended January 31, 20132014 are estimated to be $5,000.$4,000. The audit related fees billed by Smythe Ratcliffe LLPManning Elliott for the year ended January 31, 20122013 were $5,000.$4,000. These fees relate to the advisory services provided with respect to the Company’s Form 20-F.

Tax Fees

The tax fees billed by Manning Elliott LLP for the year ended January 31, 20132014 are $1,500.estimated to be $3,000. The tax fees billed by Smythe RatcliffeManning Elliott LLP for the year ended January 31, 20122013 were $1,500.$3,700. The services comprising these fees include compliance service with respect to Canadian tax filings.

All Other Fees

The aggregate fees billed for all other professional services rendered by the Company’s independent registered public accounting firm were nil for the fiscal years ended January 31, 20132014 and 2012.2013.

The Audit Committee approved 100% of the fees paid to the principal accountant for audit-related, tax and other fees in the fiscal year 2013.2014. The Audit Committee pre-approves all non-audit services to be performed by the auditor in accordance with the Audit Committee Charter. The percentage of hours expended on the principal accountant’s engagement to audit the Company’s financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees was 0%.

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

Not applicable.

60
Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

Item 16F. ChangesChange in RegistrantsRegistrant’s Certifying Accountant
 
Resignation of Smythe Ratcliffe Chartered Accountants
 
During the Company’s twothree most recent fiscal years, Smythe Ratcliffe LLP (“Smythe Ratcliffe”), who were previously engaged as the principal accountant to audit the Company, resigned.
 
The Company requested and Smythe Ratcliffe agreed to submit its resignation as the Company’s principal accountant effective March 11, 2013. The Audit Committee and the Board of Directors of the Corporation considered and approved the decision to change accountants.
 
The report of Smythe Ratcliffe, the Company’s principal accountant appointed by the Board of Directors, on the Company’s consolidated financial statements for the fiscal years ended January 31, 2012 and 2011 did not contain an adverse opinion, a disclaimer of opinion, a modification or qualification. The audit report did include comments on “Emphasis of Matter” as it relates to the existence of a material uncertainty that may cast significant doubt about the Company’s ability to continue as a going concern.
60

During the Company’s twothree most recent fiscal years and any subsequent interim period preceding such resignation, there were no disagreements with Smythe Ratcliffe on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Smythe Ratcliffe, would have caused it to make reference to the subject matter of the disagreements in connection with its report. None of the following events occurred within the Company’s two most recent fiscal years and any subsequent interim period preceding Smythe Ratcliffe’s resignation:
(A)Smythe Ratcliffe advised the Company that the internal controls necessary for the Company to develop reliable financial statements did not exist;

(A) Smythe Ratcliffeadvised the Company that the internal controls necessary for the Company to develop reliable financial statements did not exist;
(B)Smythe Ratcliffe advised the Company that information came to Smythe Ratcliffe’s attention that has led it to no longer be able to rely on management’s representations, or that had made it unwilling to be associated with the consolidated financial statements prepared by management;

(B) Smythe Ratcliffe advised the Company that information came to Smythe Ratcliffe’sattention that has led it to no longer be able to rely on management’s representations, or that had made it unwilling to be associated with the consolidated financial statements prepared by management;
(C) Smythe Ratcliffeadvised the Company of the need to expand significantly the scope of its audit, or that information came to Smythe Ratcliffe’sattention during the Company’s two most recent fiscal years and any subsequent interim period, that if further investigated may:
(C)Smythe Ratcliffe advised the Company of the need to expand significantly the scope of its audit, or that information came to Smythe Ratcliffe’s attention during the Company’s two most recent fiscal years and any subsequent interim period, that if further investigated may:

(i) materially impact the fairness or reliability of either: a previously issued audit report or
the underlying consolidated financial statements, or the consolidated financial statements issued or to be issued covering the fiscal period(s) subsequent to the date of the most recent consolidated financial statements covered by an audit report (including information that may prevent it from rendering an unqualified audit report on those consolidated financial statements); or
(ii) cause it to be unwilling to rely on management’s representations or be associated with the
Company’s consolidated financial statements; and due to Smythe Ratcliffe’s resignation (due to audit scope limitations or otherwise), or for any other reason, Smythe Ratcliffe did not so expand the scope of its audit or conduct such further investigation; or

(D) Smythe Ratcliffe advised the Company that information came to Smythe Ratcliffe’sattention that it had concluded materially impacts the fairness or reliability of either:
(D)Smythe Ratcliffe advised the Company that information came to Smythe Ratcliffe’s attention that it had concluded materially impacts the fairness or reliability of either:

(i) a previously issued audit report or the underlying consolidated financial statements, or
(ii) the consolidated financial statements issued or to be issued covering the fiscal period(s) subsequent to the date of the most recent consolidated financial statements covered by an audit report (including information that, unless resolved to Smythe Ratcliffe’s satisfaction, would prevent it from rendering an unqualified audit report on those consolidated financial statements); and due to Smythe Ratcliffe’s resignation (due to audit scope limitations or otherwise), or for any other reason, the issue had not been resolved to Smythe Ratcliffe’s satisfaction prior to its resignation.

61
Appointment of Manning Elliott Chartered Accountants LLP

The Company engaged Manning Elliott Chartered Accountants LLP (“Manning Elliott”) as its principal accountant to audit its consolidated financial statements effective March 11, 2013. During the Company’s two most recent fiscal years and any subsequent interim period prior to engaging Manning Elliott , the Company did not consult Manning Elliott regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, or (ii) any matter that was either the subject of a disagreement or a reportable event as described in Item 16F(a)(1)(v) of Form 20-F.
 
61

Item 16F Disclosure Provided to Former Accountants

The Company has provided Smythe Ratcliffe with a copy of its disclosures under Item 16F of this transitionannual report on Form 20-F. The Company has requested that Smythe Ratcliffe provide the Company with a letter addressed to the Commission stating whether it agrees with the statements made by the Company in response to this Item 16F(a) and if not, stating the respects in which it does not agree. The Company has filed a letter from Smythe Ratcliffe as Exhibit(s) 15.2 and 15.3 to this transitionannual report on Form 20-F. [NTD: These exhibits are not included]

Item 16G. Corporate Governance

Not applicable.

Item 16H. Mine Safety Disclosure

Under Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and under the SEC's recently adopted Item 104 of Regulation S-K, each operator of a coal or other mine is required to include disclosures regarding certain mine safety results in its periodic reports filed with the SEC. The operation of the our quarries is subject to regulation by the federal Mine Safety and Health Administration (MSHA) under the Federal Mine Safety and Health Act of 1977. We do not own any operating mines in the United States and as a result, this information is not required.
 
 
62
 
 
PART III
 
Item 17. Financial Statements

See Item 1818.
 
Item 18. Financial Statements

The following Consolidated Financial Statements pertaining to the Company are filed as part of this annual report:
 
Independent Auditors’ Report.  6667 
Consolidated Statement of Financial Position  6768 
Consolidated Statements of Operations and Comprehensive Loss  6869 
Consolidated Statements of Changes in Equity  6970 
Consolidated Statements of Cash Flows  71 
Notes to Consolidated Financial Statements  72 - 9596 
 
63
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.
 
 
6364
 
 

CORAL GOLD RESOURCES LTD.
(an Exploration Stage Company)
 

Consolidated financial statements
Consolidated Financial Statements

For the years ended January 31, 2014, 2013, 2012 and 2011

2012
(Expressed in Canadian Dollars)
 
Index
 
Page
 
    
Management’s Responsibility for Financial Reporting  65
Independent Auditors’ Report66 
     
Report of Independent Registered Public Accounting Firm67
Consolidated Financial Statements  68 
     
Consolidated Statements of Financial Position  6768 
     
Consolidated Statements of Operations and Comprehensive Loss 6869 
     
Consolidated Statements of Changes in Equity  6970 
     
Consolidated Statements of Cash Flows  71 
     
Notes to the Consolidated Financial Statements  72 – 9572– 96 

 
6465
 

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, 2014 and 2013 and for the yearyears then ended have been audited by Manning Elliott LLP, Chartered Accountants, and their report outlines the scope of their examination and gives their opinion on the consolidated financial statements.
 
“David Wolfin”“Malcolm Davidson”
David WolfinMalcolm Davidson, CA
President & CEOChief Financial Officer
May 30, 2013 29, 2014May 30, 201329, 2014
 
 
6566
 
 

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, 2014 and 2013 and the consolidated statements of operations and comprehensive loss, changes in equity and cash flows for the yearyears then ended, and the related notes comprising a summary of significant accounting policies and other explanatory information.
 
Management’s Responsibility for the Consolidated Financial 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 audit.audits. We conducted our auditaudits 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 auditaudits 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 auditaudits 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, 2014 and 2013 and the results of its operations and its cash flows for the yearyears then ended 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.

Other Matter
The information presented in the consolidated financial statements of equity and operations and comprehensive loss for the year ended January 31, 2012 and related notes of Coral Gold Resources Ltd. as at January 31, 2012 and for the years ended January, 2012 and 2011 were audited by another firm of independent auditors who expressed an unmodified opinion on those consolidated statements in their report dated May 25, 2012.

/s/ “ManningManning Elliott LLP”LLP

CHARTERED ACCOUNTANTS
Vancouver, British Columbia
May 30, 201329, 2014

 
6667
 
CORAL GOLD RESOURCES LTD.
Consolidated Statements of Financial Position
(Expressed in Canadian dollars)
 
 Note  
January 31
2013
  
January 31
2012
  Note  
January
 31, 2014
  
January 31,
2013
 
                  
Assets                  
Current assets                  
Cash and cash equivalents    $14,450  $1,314,494     $8,074  $14,450 
Other amounts receivable     38,593   29,912      5,810   38,593 
Prepaid expenses     3,107   5,653      -   3,107 
     56,150   1,350,059      13,884   56,150 
                      
Exploration and Evaluation Assets  4   19,264,220   17,893,018   4   19,027,044   19,264,220 
Property and Equipment  5   106,358   108,207   6   99,383   106,358 
Investments in Related Companies  6   396,743   961,006   7   140,505   396,743 
Amounts Receivable from a Related Party  10b   33,043   26,916   11b   46,171   33,043 
Reclamation Bonds  7   474,034   417,393   8   529,408   474,034 
Total Assets     $20,330,548  $20,756,599      $19,856,395  $20,330,548 
                        
Liabilities                        
Current liabilities                        
Accounts payable and accrued liabilities     $401,088  $145,801      $236,548  $401,088 
Amounts payable to related parties  10c   194,876   37,625   11c   263,445   194,876 
      595,964   183,426       499,993   595,964 
                        
Reclamation Provision  11   395,000   175,529   12   484,000   395,000 
Deferred Tax Liability  16   2,444,038   2,360,965   17   1,766,720   2,444,038 
Total liabilities      3,435,002   2,719,920       2,750,713   3,435,002 
                        
Equity                        
Share Capital  8   43,954,422   43,954,422   9   44,311,995   43,954,422 
Equity Reserves      2,701,918   2,380,998       2,738,194   2,701,918 
Accumulated Other Comprehensive Income      277,637   731,979       80,461   277,637 
Accumulated Deficit      (30,048,751)  (29,041,040)      (30,035,288)  (30,048,751)
Equity Attributable to Equity Holders of the Company      16,885,226   18,026,359       17,095,362   16,885,226 
Equity Attributable to Non-Controlling Interests      10,320   10,320       10,320   10,320 
Total Equity      16,895,546   18,036,679       17,105,682   16,895,546 
Total Liabilities and Equity     $20,330,548  $20,756,599      $19,856,395  $20,330,548 

Commitments – Note 13
Subsequent Events – Note 1819
 
Approved by the Board of Directors on May 29, 2014:
Approved by the Board of Directors:
/s/ David Wolfin
Director  
/s/ s/ Gary Robertson
Director
The accompanying notes are an integral part of the consolidated financial statements
67
CORAL GOLD RESOURCES LTD.
Consolidated Statements of Operations and Comprehensive Loss
For the years ended January 31, 2013, 2012 and 2011
(Expressed in Canadian dollars)

  Note  2013  2012  2011 
             
             
Operating and Administrative Expenses            
Consulting fees    $12,000  $96,951  $28,783 
Depreciation     1,849   1,845   1,679 
Directors’ fees     16,500   12,000   17,250 
Finance costs  11   27,561   7,067   11,228 
Investor relations and shareholder information      70,518   109,690   228,326 
Legal and accounting      39,004   58,676   64,268 
Listing and filing fees      26,157   24,646   24,463 
Management fees      67,500   106,140   105,000 
Office and miscellaneous      73,088   90,259   57,507 
Salaries and benefits      153,137   169,483   131,993 
Share-based payments  9   855,773   63,146   559,064 
Travel      22,201   32,684   47,256 
       1,365,288   772,587   1,276,817 
                 
Loss before other items and income tax      (1,365,288)  (772,587)  (1,276,817)
                 
Other Income (Expenses)                
Interest and other income      4,253   28,784   22,654 
Foreign exchange gain (loss)      (15,369)  1,281   (14,662)
Impairment loss on investments  6   (40,337)  -   - 
Gain on sale of investments  6   22,155   -   - 
Loss Before Income Tax      (1,394,586)  (742,522)  (1,268,825)
                 
Deferred income tax expense      (147,978)  (31,291)  (290,956)
Net Loss For the Year      (1,542,564)  (773,813)  (1,559,781)
                 
Other Comprehensive Income (Loss)                
   Unrealized gain (loss) on available for sale securities, net of tax  6   (454,342)  (330,342)  636,626 
                 
Comprehensive Loss For the Year     $(1,996,906) $(1,104,155) $(923,155)
                 
Loss per Share - Basic and Diluted     $(0.05) $(0.02) $(0.05)
                 
Weighted Average Number of Common Shares Outstanding      33,563,649   33,483,650   31,294,001 
 
The accompanying notes are an integral part of the consolidated financial statements
 
 
68
 
 
CORAL GOLD RESOURCES LTD.
Consolidated Statements of Changes in EquityOperations and Comprehensive Loss
For the years ended January 31, 2014, 2013 and 2012
(Expressed in Canadian dollars)
 
  Note  Number of Common Shares  Share Capital Amount  Reserve for Stock Options  Reserve for Warrants  Total Reserves  Accumulated Other Comprehensive Gain (Loss)  Accumulated Deficit  Total Equity 
Balance, February 1, 2010     25,513,271  $40,875,379  $1,900,107  $2,944,242  $4,844,349  $425,695  $(31,036,565) $15,108,858 
Common shares issued for cash:                                   
Private placement     7,000,120   2,453,843   -   1,396,223   1,396,223   -   -   3,850,066 
Share issuance costs     -   (354,117)  -   61,258   61,258   -   -   (292,859)
Exercise of options     436,000   327,000   -   -   -   -   -   327,000 
Share-based payments     -   -   559,064   -   559,064   -   -   559,064 
Transfer of reserve on exercise of options     -   87,320   (87,320)  -   (87,320)  -   -   - 
Transfer of expired options and warrants     -   -   (579,692)  (2,944,242)  (3,523,934)  -   3,523,934   - 
Unrealized gain on investment in securities, net of tax     -   -   -   -   -   636,626   -   636,626 
Net loss for the year     -   -   -   -   -   -   (1,559,781)  (1,559,781)
Balance, January 31, 2011     32,949,391  $43,389,425  $1,792,159  $1,457,481  $3,249,640  $1,062,321  $(29,072,412) $18,628,974 
Balance, January 31, 2011     32,949,391  $43,389,425  $1,792,159  $1,457,481  $3,249,640  $1,062,321  $(29,072,412)  18,628,974 
Common shares issued for cash:                                   
Exercise of options  8b   95,000   48,950   -   -       -   -   48,950 
Exercise of warrants  8b   519,258   389,444   -   -   -   -   -   389,444 
Transfer of reserve on exercise of options and warrants      -   126,603   (37,875)  (88,728)  (126,603)  -   -   - 
Share-based payments  9   -   -   63,146   -   63,146   -   -   63,146 
Transfer of expired options      -   -   (805,185)  -   (805,185)  -   805,185   - 
Unrealized loss on investment in securities, net of tax  6   -   -   -   -   -   (330,342)  -   (330,342)
Net loss for the year      -   -   -   -       -   (773,813)  (773,813)
Balance, January 31, 2012      33,563,649  $43,954,422  $1,012,245  $1,368,753  $2,380,998  $731,979  $(29,041,040) $18,026,359 

  Note  2014  2013  2012 
             
Operating and Administrative Expenses            
Consulting fees    $18,836  $12,000  $96,951 
Depreciation     6,975   1,849   1,845 
Directors’ fees     18,000   16,500   12,000 
Finance costs  12   11,850   27,561   7,067 
Impairment of exploration and evaluation assets  5   498,528   -   - 
Investor relations      10,305   70,518   109,690 
Management fees      30,000   67,500   106,140 
Office and miscellaneous      44,426   73,088   90,259 
Professional fees      87,669   39,004   58,676 
Regulatory and compliance fees      23,603   26,157   24,646 
Salaries and benefits      95,134   153,137   169,483 
Share-based payments  10   9,350   855,773   63,146 
Travel      5,841   22,201   32,684 
       860,517   1,365,288   772,587 
                 
Loss before other items and tax      (860,517)  (1,365,288)  (772,587)
                 
Other items                
Interest and other income      248   4,253   28,784 
Gain on sale of investments  7   107,300   22,155   - 
Gain on settlement of debt  9   46,340   -   - 
Impairment loss on investments  7   -   (40,337)  - 
Foreign exchange gain (loss)      7,903   (15,369)  1,281 
Loss Before Income Tax      (698,726)  (1,394,586)  (742,522)
Deferred income tax recovery (expense)  17   647,855   (147,978)  (31,291)
Net Loss      (50,871)  (1,542,564)  (773,813)
Other Comprehensive Income (Loss) – Items that may be reclassified subsequently to income or loss                
Unrealized gain loss on available for sale securities  7   (197,176)  (454,342)  (330,342)
COMPREHENSIVE LOSS     $(248,047) $(1,996,906) $(1,104,155)
                 
Loss per Share - Basic and Diluted     $(0.00) $(0.05) $(0.02)
                 
Weighted Average Number of Shares Outstanding      36,024,532   33,563,649   33,483,650 
The accompanying notes are an integral part of the consolidated financial statements
 
69
 
CORAL GOLD RESOURCES LTD.
Consolidated Statements of Changes in Equity
For the years ended January 31, 2014, 2013, and 2012
(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, 2011    32,949,391  $43,389,425  $1,792,159  $1,457,481  $3,249,640  $1,062,321  $(29,072,412) $10,320  $18,639,294 
Common shares issued for cash:
                                      
Exercise of options    95,000   48,950   -   -   -   -   -   -   48,950 
Exercise of warrants    519,258   389,444   -   -   -   -   -   -   389,444 
Transfer of reserve on exercise of options and warrants   -   126,603   (37,875)  (88,728)  (126,603)  -   -   -   - 
Share-based payments    -   -   63,146   -   63,146   -   -   -   63,146 
Transfer of expired options    -   -   (805,185)  -   (805,185)  -   805,185   -   - 
Unrealized loss on investment in securities, net of tax   -   -   -   -   -   (330,342)  -   -   (330,342)
Net loss for 2012    -   -   -   -   -   -   (773,813)  -   (773,813 
Balance, January 31, 2012    33,563,649  $43,954,422  $1,012,245  $1,798,602  $2,380,998  $731,979  $(29,041,040) $10,320  $18,036,679 
                                       
Share-based payments 9  -   -   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 9  -   -   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 
 
  Note  Number of Common Shares  Share Capital Amount  Reserve for Stock Options  Reserve for Warrants  Total Reserves  Accumulated Other Comprehensive Loss  Accumulated Deficit  Total Equity 
Balance, January 31, 2012     33,563,649  $43,954,422  $1,012,245  $1,368,753  $2,380,998  $731,979  $(29,041,040) $18,026,359 
Share-based payments  9   -   -   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  6   -   -   -   -   -   (454,342)  -   (454,342)
Net loss for the year      -   -   -   -   -   -   (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) $16,885,226 

The accompanying notes are an integral part of the consolidated financial statements
 
 
70
 

CORAL GOLD RESOURCES LTDLTD.
Consolidated Statements of Cash Flows
For the years ended January 31, 2014, 2013, 2012 and 20112012
(Expressed in Canadian dollars)
  Note  2014  2013  2012 
             
CASH PROVIDED BY (USED IN):            
             
Operating Activities            
Net loss    $(50,871) $(1,542,564) $(773,813)
Adjustments for non-cash items:               
Depreciation     6,975   1,849   1,845 
Share-based payments     9,350   855,773   63,146 
Gain on sale of investments     (107,300)  (22,155)  - 
Gain on settlement of debt     (46,340)  -   - 
Impairment loss on investments     -   40,337   - 
Foreign exchange gain (loss)     (25,400)  2,602   354 
Finance costs     11,850   27,561   7,067 
Impairment of exploration and evaluation assets     498,528   -   - 
Deferred income tax expense (recovery)     (647,855)  147,978   31,291 
                
      (351,063)  (488,619)  (670,110)
Net change in non-cash working capital  16   59,374   400,276   (54,845)
       (291,689)  (88,343)  (724,955)
                 
Investing Activities                
Expenditures on exploration and evaluation assets      (218,352)  (1,179,581)  (1,056,544)
Proceeds on sale of investments      136,899   26,834   - 
Purchase of property and equipment      -   -   (3,023)
Increase in reclamation bond      -   (58,937)  (34,696)
       (81,453)  (1,211,684)  (1,094,263)
                 
Financing Activities                
Issuance of shares for cash, net      366,450   -   438,394 
Effect of exchange rate fluctuations on cash and equivalents      316   (15)  (546)
Net decrease in cash and equivalents      (6,376)  (1,300,044)  (1,381,370)
Cash and cash equivalents, beginning of year      14,450   1,314,494   2,695,864 
Cash and cash equivalents, end of year     $8,074  $14,450  $1,314,494 
                 
Supplementary Cash Flow Disclosures                
Cash paid during the year for:                
Interest expense     $-  $-  $252 
Income taxes     $-  $-  $- 
Expenditures on exploration and evaluation assets included in amounts payable to related parties, net     $(4,829) $(9,026) $78,244 

  Note  2013  2012  2011 
             
CASH PROVIDED BY (USED IN):            
             
Operating Activities            
Net loss    $(1,542,564) $(773,813) $(1,559,781)
Adjustments for non-cash items:               
Depreciation     1,849   1,845   1,679 
Share-based payments     855,773   63,146   559,064 
Gain on sale of investments     (22,155)  -   - 
Impairment loss on investments     40,337   -   - 
Foreign exchange gain (loss)     2,602   354   16,086 
Finance costs     27,561   7,067   11,228 
Deferred income tax expense     147,978   31,291   290,956 
                
      (488,619)  (670,110)  (680,768)
Net change in non-cash working capital  15   400,276   (54,845)  43,890 
                 
       (88,343)  (724,955)  (636,878)
                 
                 
Investing Activities                
Expenditures on exploration and evaluation assets      (1,179,581)  (1,056,544)  (1,149,094)
Proceeds on sale of investments      26,834   -   - 
Purchase of property and equipment      -   (3,023)  (102,835)
Increase in reclamation bond      (58,937)  (34,696)  - 
       (1,211,684)  (1,094,263)  (1,251,929)
                 
Financing Activities                
Issuance of shares for cash, net      -   438,394   3,884,207 
                 
Effect of exchange rate fluctuations on cash and equivalents      (15)  (546)  (308)
                 
Net change in cash and equivalents      (1,300,044)  (1,381,370)  1,995,092 
Cash and cash equivalents, beginning of year      1,314,494   2,695,864   700,772 
                 
Cash and cash equivalents, end of year     $14,450  $1,314,494  $2,695,864 
                 
                 
Supplementary Cash Flow Disclosures                
Cash paid during the year for:                
Interest expense     $-  $252  $8 
Income taxes     $-  $-  $- 
Expenditures on exploration and evaluation assets included in amounts payable to related parties, net     $(9,026) $79,849  $1,605 

The accompanying notes are an integral part of the consolidated financial statements
 
 
71
 
 
CORAL GOLD RESOURCES LTDLTD.
Notes to the Consolidated Financial Statements
For the years ended January 31, 2014, 2013, 2012 and 20112012
(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, 2013,2014, the Company has a working deficit of $539,814$486,109 and accumulated losses of $30,048,751.$30,035,288. 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 of the Company’s audited consolidated financial statements as at and for the year ended January 31, 2013 have been applied consistently to all periods presented.
 
Approval of the consolidated financial statements
 
These consolidated financial statements were reviewed by the Audit Committee and approved and authorized for issue by the Board of Directors on May 30, 2013.29, 2014.
 
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 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.
 
 
72
 
 
CORAL GOLD RESOURCES LTDLTD.
Notes to the Consolidated Financial Statements
For the years ended January 31, 2014, 2013, 2012 and 20112012
(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 continue as a going concern is dependent on its ability to achieve profitable operations. Certain judgments are made when determining if the Company will achieve profitable operation. Further disclosure is included in Note 1.

b)  Impairment of equipment and exploration and evaluation assets

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

c)  Depreciation rate for equipment

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

73
CORAL GOLD RESOURCES LTD.
Notes to the Consolidated Financial Statements
For the years ended January 31, 2014, 2013, and 2012
(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 theapplication of existing tax laws in each jurisdiction. Weight is attached to taxplanning 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.
73
CORAL GOLD RESOURCES LTD
Notes to the Consolidated Financial Statements
For the years ended January 31, 2013, 2012 and 2011
(Expressed in Canadian dollars)

3. SIGNIFICANT ACCOUNTING POLICIES

Basis of Consolidation
 
The consolidated financial statements include the accounts of the Company and its US subsidiaries.
 
 Ownership InterestJurisdictionNature of Operations
Coral Resources, Inc.100%Nevada, USAExploration Company
Coral Energy Corporation100%California, USAHolding Company
Marcus Corporation98.49%Nevada, USAHolding 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, involvementinvestments 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:
74
CORAL GOLD RESOURCES LTD.
Notes to the Consolidated Financial Statements
For the years ended January 31, 2014, 2013, and 2012
(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.
74
CORAL GOLD RESOURCES LTD
Notes to the Consolidated Financial Statements
For the years ended January 31, 2013, 2012 and 2011
(Expressed in Canadian dollars)
3.       SIGNIFICANT ACCOUNTING POLICIES (continued)
Financial Instruments (continued)
 
Exploration and evaluation assets
 
The Company is in the exploration stage with respect to its mineral properties and capitalizes all costs relating to the acquisition, exploration and evaluation of mineral claims and recognizes any proceeds received as a reduction of the cost of the related claims. At such time as commercial production commences, these costs will be charged to operations on a unit-of-production method based on proven and probable reserves. The aggregate costs related to abandoned mineral claims are charged to operations at the time of any abandonment. All capitalized exploration and evaluation expenditures are monitored for indications of impairment. Where a potential impairment is indicated, assessments are performed for each area of interest. To the extent that exploration expenditure is not expected to be recovered, it is charged to the results of operations. An impairment charge relating to a mineral property is subsequently reversed when new exploration results or actual or potential proceeds on sale or farm out of the property result in a revised estimate of the recoverable amount, but only to the extent that this does not exceed the original carrying value of the property that would have resulted if no impairment had been recognized.
 
The recoverability of amounts shown for exploration and evaluation assets is dependent upon the discovery of economically recoverable reserves, the ability of the Company to obtain financing to complete development of the properties, and on future production or proceeds of disposition.
 
Incidental revenues and operating costs are included in exploration and evaluation assets prior to commercial production.
 
Once the technical feasibility and commercial viability of the extraction of mineral resources in an area of interest are demonstrable, exploration and evaluation assets attributable to that area of interest are first tested for impairment and then reclassified to mine development properties, and subsequently amortized over the life of the resources associated with the area of interest once mining operations have commenced.
 
75
CORAL GOLD RESOURCES LTD.
Notes to the Consolidated Financial Statements
For the years ended January 31, 2014, 2013, and 2012
(Expressed in Canadian dollars)
3. SIGNIFICANT ACCOUNTING POLICIES (continued)
Property and equipment
 
Property and equipment are recorded at historical cost less accumulated depreciation.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 atusing the following methods and rates:
 
Computer hardware20% declining balance
Equipment20% declining balance
Vehicles5 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.
 
75
CORAL GOLD RESOURCES LTD
Notes to the Consolidated Financial Statements
For the years ended January 31, 2013, 2012 and 2011
(Expressed in Canadian dollars)
3.       SIGNIFICANT ACCOUNTING POLICIES (continued)
Impairment
 
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 period.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.
76
CORAL GOLD RESOURCES LTD.
Notes to the Consolidated Financial Statements
For the years ended January 31, 2014, 2013, and 2012
(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.
 
76
CORAL GOLD RESOURCES LTD
Notes to the Consolidated Financial Statements
For the years ended January 31, 2013, 2012 and 2011
(Expressed in Canadian dollars)
3.       SIGNIFICANT ACCOUNTING POLICIES (continued)
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.
 
The fair value of the liability for a rehabilitation provision is recorded when it is incurred. 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 discount rates that reflect current market assessments and the risks specificrisk-free interest rate applicable to the liability,future cash outflows, which is accreted over time through periodic charges to income or loss. Additional disturbances or changes in rehabilitation costs will be recognized as additions or charges to the corresponding assets and rehabilitation liability when they occur.
 
Loss per share
 
The Company presents basic and diluted loss per share data for its common shares, calculated by dividing the loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period. Diluted loss per share is determined by adjusting the 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 loss per share is the same as basic loss per share as the effects of including all outstanding options and warrants would be anti-dilutive.
 
77
CORAL GOLD RESOURCES LTD.
Notes to the Consolidated Financial Statements
For the years ended January 31, 2014, 2013, and 2012
(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 statement of financial position asset and 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.
 
Recent Accounting Pronouncements Not Yet Adopted

Certain newNew accounting standards interpretations and amendments to existing standards have been issuedadopted by the IASB that areCompany
The mandatory foradoption of the Company’sfollowing new and revised accounting periods beginningstandards and interpretations on February 1, 2013 or later periods. Some updates that are not applicable or are not consequential tohad no significant impact on the Company may have been excluded fromCompany’s consolidated financial statements for the list below.years presented:

New accounting standards effective for the Company on February 1, 2013

IFRS 10 – Consolidated Financial Statements
IFRS 10 – Consolidated Financial Statements
requires an entity to consolidate an investee when it is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. IFRS 10 establishes the principles for the presentationreplaces SIC-12 Consolidation - Special Purpose Entities and preparation of financial statements when an entity controls one or more other entities. IFRS 10 changed the definition of control such that the same criteria are applied to all entities to determine control. IFRS 10 supersedes allparts of the guidance inprevious IAS 27 Consolidated and Separate Financial Statements and SIC 12 Consolidation – Special Purpose Entities.
77
CORAL GOLD RESOURCES LTD
Notes to the Consolidated Financial Statements
For the years ended January 31, 2013, 2012 and 2011
(Expressed in Canadian dollars)
3.       SIGNIFICANT ACCOUNTING POLICIES (continued)Statements.

Recent Accounting Pronouncements Not Yet Adopted (continued)

IFRS 11 –Joint Arrangements
IFRS 11 requires a venturer to classify its interest in a joint arrangement as a joint venture or a joint operation. Joint ventures will be accounted for using the equity method of accounting whereas for a joint operation the venturer will recognize its share of the assets, liabilities, revenue and expenses of the joint operation. Under existing IFRS, entities have the choice to proportionately consolidate or equity account for interests in joint ventures. IFRS 11, supersedes IAS 31 Interests in Joint Ventures and SIC 13 Jointly Controlled Entities – Non-monetary Contributions.proportionate consolidation is no longer permitted.

IFRS 12 –Disclosure of interestsInterests in Other Entities
IFRS 12 establishes disclosure requirements for interests in other entities, such as joint arrangements, associates, special purpose vehicles and off balance sheet vehicles. The standard carries forward existing disclosures and also introduces significant additional disclosure requirements that address the nature of, and risks associated with, an entity’s interests in other entities.

IFRS 13 – Fair Value Measurement
IFRS 13 is a comprehensive standard for fair value measurement and disclosure requirements for use across all IFRS standards. The new standard clarifies that fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. It also establishes disclosures about fair value measurement. Under existing IFRS, guidance on measuring and disclosing fair value that is dispersed among the specific standards requiring fair value measurements and in many cases does not reflect a clear measurement basis or consistent disclosures.

IAS 27 – Separate Financial Statements
As a result of the issue of the new consolidation suite of standards, IAS 27 Separate Financial Statements has been reissued, as the consolidation guidance will now be included in IFRS 10. IAS 27 will now only prescribe the accounting and disclosure requirements for investments in subsidiaries, joint ventures and associates when an entity prepares separate financial statements.

IAS 28 – Investments in Associates and Joint Ventures
As a consequence of the issue of IFRS 10, IFRS 11 and IFRS 12, IAS 28 has been amended and will provided the accounting guidance for investments in associates and to set out the requirements for the application of the equity method when accounting for investments in associates and joint ventures. The amended IAS 28 will be applied by all entities that are investors with joint control of, or significant influence over, an investee.

IAS 1 – Presentation of Financial Statements
In June 2011, the IASB issued an amendment to IAS 1, which requires entities to separately present items in other comprehensive income based on whether or not they may be recycledreclassified to profit or loss in future periods.

IAS 27 – Separate Financial Statements
As a result of the issue of IFRS 10, IFRS 11 and IFRS 12, IAS 27 Separate Financial Statements has been reissued, as the consolidation guidance will now be included in IFRS 10. IAS 27 has been reissued to only prescribe the accounting and disclosure requirements for investments in subsidiaries, joint ventures and associates when an entity prepares separate financial statements.

78
CORAL GOLD RESOURCES LTD.
Notes to the Consolidated Financial Statements
For the years ended January 31, 2014, 2013, and 2012
(Expressed in Canadian dollars)
3. SIGNIFICANT ACCOUNTING POLICIES (continued)

IAS 28 – Investments in Associates and Joint Ventures
As a consequence of the issuance of IFRS 10, IFRS 11 and IFRS 12, IAS 28 has been amended to provide accounting guidance for investments in associates and sets out the requirements for the application of the equity method when accounting for investments in associates and joint ventures. The amended IAS 28 is applied by all entities that are investors with joint control of, or significant influence over, an investee.

IFRIC 20 – Production Stripping Costs
In October 2011, the IASB issued IFRIC 20,Stripping Costs, which requires the capitalization and depreciation of stripping costs in the production phase if an entity can demonstrate (i) that it is probable future economic benefits will be realized, the costs can be reliably measured andflow to the entity, can demonstrate that it is probable future economic benefits will be realized, the costs can be reliably measured and the entity can identify(ii) the component of the ore body for which the access has been improved.improved is identifiable, (iii) the costs related to the stripping activity associated with that component can be reliably measured.

IAS 32 – Financial Instruments: PresentationAccounting Standards and Amendments Issued But Not Yet Effective

Certain pronouncements were issued by the IASB or the IFRS Interpretations Committee that are mandatory for accounting periods beginning on or after January 1, 2014.

The following standards will be adopted effective February 1, 2014:

IAS 36 – Impairment of Assets
In December 2011,May 2013, the IASB issued an amendmentto clarify the meaning of the offsetting criterion and the principle behind net settlement, including identifying when some gross settlement systems may be considered equivalent to net settlement. Earlier application is permitted when applied with corresponding amendment to IFRS 7.
78
CORAL GOLD RESOURCES LTD
Notes toaddress the Consolidated Financial Statements
Fordisclosure of information about the years ended January 31, 2013, 2012recoverable 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 and 2011
(Expressed in Canadian dollars)
3.       SIGNIFICANT ACCOUNTING POLICIES (continued)

Recent Accounting Pronouncements Not Yet Adopted (continued)
asset’s or a CGU’s recoverable amount is based on fair value less costs of disposal. Management does not expect that the adoption of these standards and interpretationsthis standard will have a significant effect on the consolidated financial statements of the Company other than additional disclosuresdisclosures.

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. Management does not expect that the adoption of this standard will have a significant effect on the consolidated financial statements of the Company other than additional disclosures.

The following standard will be adopted effective for the Company’s annual periods beginning on February 1, 2015:

IFRS 9 – Financial Instruments

In November 2009, as part of the IASB project to replace IAS 39 Financial Instruments: Recognition and Measurement,, the IASB issued the first phase of IFRS 9 Financial Instruments that introduces new requirements for the classification and measurement of financial assets. The standard was revised in October 2010 to include requirements regarding classification and measurement of financial liabilities.

Management has not yet completed its process of assessingWe are currently evaluating the impact that IFRS9 willthe final interpretation is expected to have on the Company’sour consolidated financial statements or whetherstatements.

79
CORAL GOLD RESOURCES LTD.
Notes to early adopt this requirement.the Consolidated Financial Statements

For the years ended January 31, 2014, 2013, and 2012
(Expressed in Canadian dollars)
4. EXPLORATION AND EVALUATION ASSETS
 
The Company has accumulated the following acquisition and exploration expenditures:
 
 Robertson Property  
Ruf and Norma
Sass Claims
  Other  Total  Robertson Property  Ruf and Norma Sass Claims  Other  Total 
            
Balance, January 31, 2011 $16,723,364  $34,863  $3  $16,758,230 
                
Exploration costs during 2012:                
Assays  85,025   -   -   85,025 
Consulting  804,056   -   -   804,056 
Drilling  4,515   -   -   4,515 
Lease payments  105,304   -   -   105,304 
Mapping  22,401   -   -   22,401 
Taxes, licenses and permits  92,629   5,770   -   98,399 
Water analysis  574   -   -   574 
Reclamation provision  14,514   -   -   14,514 
                            
Balance, January 31, 2012 $17,852,382  $40,633  $3  $17,893,018  $17,852,382  $40,633  $3  $17,893,018 
                                
Exploration costs during 2013:                                
Assays  105,209   -   -   105,209   105,209   -   -   105,209 
Consulting  281,715   -   -   281,715   281,715   -   -   281,715 
Drilling  576,544   -   -   576,544   576,544   -   -   576,544 
Field supplies and other  299   -   -   299   299   -   -   299 
Lease payments  110,756   -   -   110,756   110,756   -   -   110,756 
Mapping  7,842   -   -   7,842   7,842   -   -   7,842 
Taxes, licenses and permits  91,145   5,812   -   96,957   91,145   5,812   -   96,957 
Water analysis  259   -   -   259   259   -   -   259 
Reclamation provision  191,621   -   -   191,621   191,621   -   -   191,621 
                                
Balance, January 31, 2013 $19,217,772  $46,445  $3  $19,264,220  $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 
 
79
CORAL GOLD RESOURCES LTD
Notes to the Consolidated Financial Statements
For the years ended January 31, 2013, 2012 and 2011
(Expressed in Canadian dollars)
4.       EXPLORATION AND EVALUATION ASSETS (continued)

a)  Robertson Property (continued)

The Company has certain interests in 803696 patented and unpatented lode mining claims located in the Bullion Mining District, 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

The Robertson group is comprised of three claim groups known as the Core claims, the Excluded claims (previously referred to as Carve-out claimsclaims), and the Ruf claims.

(i)  
Core Claims – 100% interest
The Company holds an undivided interest in 561 patented and unpatented lode mining claims. The Company owns outright 485Core Claims – 100% interest

The Company holds an interest in 445 patented and unpatented lode mining claims. The Company owns outright 378 of these claims of which 39 unpatented lode claims and two placer claims are owned by the Company’s 98.49% owned subsidiary, Marcus.
80
CORAL GOLD RESOURCES LTD.
Notes to the Consolidated Financial Statements
For the years ended January 31, 2014, 2013, and 2012
(Expressed in Canadian dollars)
4. EXPLORATION AND EVALUATION ASSETS (continued)

a)  Robertson Property (continued)

The remaining 7667 claims are leased by the Company as follows:

(a)(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 core area of the Robertson Property. The agreement is for an initial term of four years expiring 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 $30,000.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.

(b)(ii)  Blue Ridge Claims

The Company has a mineral lease agreement relating to nine mineral claims, which form part of the core area of the Robertson Property. These claims are subject to a 5% NSR. In order to maintain the lease the Company must pay minimum advanced royalty payments of US$1,800 per month.

(c)  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 area 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.
80
CORAL GOLD RESOURCES LTD
Notes to the Consolidated Financial Statements
For the years ended January 31, 2013, 2012 and 2011
(Expressed in Canadian dollars)
4.       EXPLORATION AND EVALUATION ASSETS (continued)

a)  Robertson Property (Continued)

(i)  Core Claims – 100% interest (continued)

(d)(iii)  Blue Nugget, Lander Ranch and Norma Sass Claims

The Company entered a mineral lease and option-to-purchase agreement with respect to nine 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 area of the Robertson Property and the Norma and Sass claims form part of the Norma Sass Property (Notes 4(a)(iii) and 4(b))(Note 4d). Pursuant to the fifth amending agreement, the termterms of the lease was extended to April 21, 2013.2013 and are 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.

(e)(iv)  Northern Nevada Lease

The Company entered a mineral lease with respect to 12 claims, which form part of the core area 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.

(ii)(v)  
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 51% interest in 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 (“Barrick”).
(iii)  
Ruf Claims – 66.67% owned
By an amended option agreement dated September 13, 1995, the Company granted Levon Resources Ltd (“Levon”), 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 4(a)(i)(d) and 4(b)) 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.

By an amended option agreement dated September 13, 1995, the Company granted Levon Resources Ltd (“Levon”), 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(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

The Company holds a 66.67% interest in the 35 Norma Sass mining claims located in the Bullion Mining District, Lander County, Nevada, pursuant to a mineral lease and option-to-purchase agreement (Note 4(a)(i)(d)). The remaining 33.33% interest is held by Levon (Note 4(a)(iii)).
 
 
81
 
 
CORAL GOLD RESOURCES LTDLTD.
Notes to the Consolidated Financial Statements
For the years ended January 31, 2014, 2013, 2012 and 20112012
(Expressed in Canadian dollars)
4. EXPLORATION AND EVALUATION ASSETS (continued)

b)  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 51% 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 (“Barrick”).

c)  Blue Ridge Claims

The Company has a mineral lease agreement relating to nine mineral claims, which adjoin the southern part of the Excluded Claims. These claims are subject to a 5% NSR. In order to maintain the lease the Company must pay minimum advanced royalty payments of US$1,800 per month.

d)  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(iii)). The remaining 33.33% interest is held by Levon (Note 4a(v)).

e)  JDN Hilltop Crest – 50% interest

The Company holds a 50% interest in 27 claims in the Hilltop District, Lander County, Nevada. The remaining 50% interest is held by Great Thunder Gold Corp.

f)  Eagle Claims – 50% interest

The Company holds a 50% interest in 45 claims in the Eagle Group situated in the Shoshone Range, Lander County, Nevada. The remaining 50% interest is held by Levon.
 
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, can be substantial, 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.
82
CORAL GOLD RESOURCES LTD.
Notes to the Consolidated Financial Statements
For the years ended January 31, 2014, 2013, and 2012
(Expressed in Canadian dollars)
4. EXPLORATION AND EVALUATION ASSETS (continued)
 
Environmental
 
The Company is subject to the laws and regulations relating to environmental matters in all jurisdictions in which it operates, including provisions relating to property reclamation, discharge of hazardous material, and other matters. The Company may also be held liable should environmental problems be discovered that were caused by former owners and operators of its properties and properties in which it has previously had an interest. The Company conducts its mineral exploration activities in compliance with applicable environmental protection legislation. The Company is not aware of any existing environmental problems related to any of its current or former properties that may result in material liability to the Company other than the amount presented and disclosed as a reclamation provision in these consolidated financial statements.
 
Environmental legislation is becoming increasingly stringent and costs and expenses of regulatory compliance are increasing. The impact of new and future environmental legislation on the Company’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 2014 the Company determined that 184 claims were insignificant to the core property and did not warrant addition 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 is recorded as a charge to operations and is included in net loss.

 
8283
 
 
CORAL GOLD RESOURCES LTDLTD.
Notes to the Consolidated Financial Statements
For the years ended January 31, 2014, 2013, 2012 and 20112012
(Expressed in Canadian dollars)
5.6. PROPERTY AND EQUIPMENT

 Land  Vehicles  
Computer
Hardware
  Equipment  TOTAL  Land  Buildings  Vehicles  
Computer
Hardware
  Equipment  TOTAL 
  $    $     $     $     $    $  $  $  $  $  $ 
COST                                            
Balance at January 31, 2011  102,834   6,920   5,926   436   116,116 
Additions  -   -   -   3,023   3,023 
Balance at January 31, 2012  102,834   6,920   5,926   3,459   119,139   84,127   18,708   6,920   5,926   3,459   119,140 
Additions  -   -   -   -   -   -   -   -   -   -   - 
Balance at January 31, 2013  102,834   6,920   5,926   3,459   119,139   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 
                                            
ACCUMULATED DEPRECIATION                   ACCUMULATED DEPRECIATION                     
Balance at January 31, 2011  -   3,917   4,815   355   9,087 
Depreciation  -   1,380   220   245   1,845 
Balance at January 31, 2012  -   5,297   5,035   600   10,932   -   -   5,297   5,035   600   10,932 
Depreciation  -   1,384   176   289   1,849   -   -   1,384   176   289   1,849 
Balance at January 31, 2013  -   6,681   5,211   889   12,781   -   -   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 
                        
                                            
CARRYING VALUE                                            
At January 31, 2011  102,834   3,003   1,111   81   107,029 
At January 31, 2012  102,834   1,623   891   2,859   108,207 
At January 31, 2013  102,834   239   715   2,570   106,358   84,127   18,708   239   715   2,570   106,358 
At January 31, 2014  84,127   12,628   -   572   2,057   99,383 
 
 
8384
 
 
CORAL GOLD RESOURCES LTDLTD.
Notes to the Consolidated Financial Statements
For the years ended January 31, 2014, 2013, 2012 and 20112012
(Expressed in Canadian dollars)
6.7. INVESTMENT IN RELATED COMPANIES
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 
 
At January 31, 2013, the Company held shares as follows:
 
 Number of Shares  Cost  
Accumulated Unrealized
Gain
  Unrealized Impairment Loss Recognized in Net Loss  Fair Value  Number of Shares  Cost  
Accumulated Unrealized
Gain
  Unrealized Impairment Loss Recognized in Net Loss  Fair Value 
                              
Available-for-sale shares:                              
Levon Resources Ltd.  909,071  $72,437  $323,009   -  $395,446   909,071  $72,437  $323,009  $-  $395,446 
Mill Bay Ventures Inc.  51,873   41,634   -   (40,337)  1,297 
Great Thunder Gold Corp (formerly Mill Bay Ventures Inc.)  51,873   41,634   -   (40,337)  1,297 
                         $114,071  $323,009  $(40,337) $396,743 
     $114,071  $323,009   (40,337) $396,743 
_________________
At January 31, 2012, the Company held shares as follows:
  Number of Shares  Cost  
Accumulated Unrealized
Gain (Loss)
  Fair Value 
             
Available-for-sale shares:            
Levon Resources Ltd.  967,571  $77,117  $880,778  $957,895 
Mill Bay Ventures Inc.*  51,873   41,634   (38,523)  3,111 
                 
      $118,751  $842,255  $961,006 
*Mill Bay Ventures Inc. effectedaffected a 10:3:1 consolidation during the year ended January 31, 2012.2014.
During the year ended January 31, 2014, the Company recorded an unrealized pre-tax loss of $226,639 (2013 - $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. (“Mill Bay”) are also directors of the Company.
 
During the year ended January 31, 2013,2014, the Company sold 58,500370,000 (2013 – 58,500) Levon shares and realized a gain of $22,155. During the year ended January$107,300 (January 31, 2012 the Company did not have any additions or disposals of shares.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.$40,337 which was included in net loss for 2013.

7.
85
CORAL GOLD RESOURCES LTD.
Notes to the Consolidated Financial Statements
For the years ended January 31, 2014, 2013, and 2012
(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, 2013,2014, at the request of the Bureau the Company increased the bonds by US$59,089.
 
As at January 31, 2013,2014, the total reclamation deposits were $474,034$529,408 (US$475,317) (January 31, 20122013 - $417,393$474,034 (US$416,228)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% (2012(2013 - 0.10%0.05%).
 
84
CORAL GOLD RESOURCES LTD
Notes to the Consolidated Financial Statements
For the years ended January 31, 2013, 2012 and 2011
(Expressed in Canadian dollars)
8.9. SHARE CAPITAL

a) Authorized

Unlimited common shares without par value. All shares outstanding are fully paid.
 
b)  Issued during 2014 and 2013
During the year ended January 31, 2013, no shares were issued and no options warrants were exercised.

During the year ended January 31, 2012, 95,000 options were exercised for gross proceeds of $48,950. The Company reallocated the fair value of these options and warrants previously recorded in the amount of $37,875 from the equity settled employee benefit reserve.

During year ended January 31, 2012, 519,258 warrants were exercised for total proceeds of $389,444. The Company reallocated the fair value of these warrants previously recorded in the amount of 88,727 from the reserve for warrants to share capital.

On April 1, 2010,July 17, 2013, the Company closed the first tranche of a non-brokered private placement of 5,245,120issuing 3,694,500 units at a price of $0.55$0.10 per unit for gross proceeds of $2,884,816.$369,450. Each unit consistsis comprised of one common share and one non-transferable share purchase warrant. Each share purchase warrant is exercisable at a price of $0.75$0.15 expiring April 1, 2012. Inon 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 2012,18, 2013, the Company extended the expiry dateissued 514,892 common shares to four related companies settling amounts payable totalling $128,723 at a deemed price of these warrants to October 1, 2012,$0.25 per share. The shares issued had a fair value of $82,383 and subsequently in September 2012, the expiry date was extended to October 1, 2013.
On April 23, 2010, the Company closed the final trancherecorded a gain on settlement of a private placementdebt of 1,755,000 units at a price of $0.55 per unit for gross proceeds of $965,250. Each unit consists of one common share and one non-transferable share purchase warrant. Each share purchase warrant is exercisable at a price of $0.75 expiring April 23, 2012. In March 2012,$46,340. The shares issued by the Company extendedwere subject to a four month hold period that expired on July 18, 2013.

During the expiry date of theseyears ended January 31, 2014 and 2013, no options or warrants to October 23, 2012, and subsequently in September 2012, the expiry date was extended to October 1, 2013.were exercised.
The Company paid to certain finders a cash commission equal to 6% or 10% of the applicable gross proceeds of the financing ($28,945) and issued compensation options equal to 10% of certain units sold under the offering (19,000). Each compensation option was exercisable at a price of $0.75 and entitled the holder to one common share. The options expired April 23, 2011.

c)  Share purchase warrants and compensation options

Upon extension of the expiry dates of the warrants in March 2012 and September 2012, the Company recognized an incremental compensation cost of $264,886 and $164,963 respectively 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, respectively: risk-free interest rates of 1.43% and 1.09%, dividend yield rates of $nil, volatility of 114% and 90.95% , and expected lives of 0.5 years and
On September 19, 2013, the TSX Venture Exchange approved the extension of the expiry dates of the warrants issued pursuant to the private placement that closed on April 1, 2010 from October 1, 2013 and October 23, 2013 to October 1, 2014 and October 23, 2014 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 $6,721 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 1.25%, dividend yield of 0.00%, volatility of 74.91%, and an expected life of 1.0 year.
 
 
8586
 
 
CORAL GOLD RESOURCES LTDLTD.
Notes to the Consolidated Financial Statements
For the years ended January 31, 2014, 2013, 2012 and 20112012
(Expressed in Canadian dollars)
8.9. SHARE CAPITAL (continued)

c)  Share purchase warrants and compensation options (continued)

During the year ended January 31, 2013, the Company recorded an incremental compensation cost totaling $429,849 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, respectively: risk-free interest rates of 1.43% and 1.09%, dividend yield rates of $nil, volatility of 114% and 90.95%, and expected lives of 0.5 years and 1 year.

A summary of the share purchase warrants and compensation options issued, exercised and expired during the years ended January 31, 2013 and 20122014 is as follows:
 
  
Underlying
Shares
  Weighted Average Exercise Price 
Balance, January 31, 2011  6,998,547  $0.75 
   Exercised  (519,258) $0.75 
   Expired  (15,169) $0.75 
Balance, January 31, 2012  6,464,120  $0.75 
   Exercised  -   - 
   Expired  -   - 
Balance, January 31, 2013  6,464,120  $0.75 
  Number of Warrants  Weighted Average Exercise Price 
Balance, January 31, 2012  6,464,120  $0.75 
Balance, January 31, 2013  6,464,120  $0.75 
Issued  3,694,500  $0.15 
Balance, January 31, 2014  10,158,620  $0.53 

Details of share purchase warrants outstanding as of January 31, 20132014 and 20122013 are:
 
     Warrants Outstanding 
     and Exercisable 
Expiry Date 
Exercise Price
per Share
  
January 31,
2013
  
January 31,
2012
 
          
October 1, 2013 $0.75   4,709,120   4,709,120 
October 23, 2013 $0.75   1,755,000   1,755,000 
       6,464,120   6,464,120 
  Exercise Price  Warrants Outstanding and Exercisable 
Expiry Date per Share  January 31, 2014  January 31, 2013 
          
October 1, 2014 $0.75   4,709,120   4,709,120 
October 23, 2014 $0.75   1,755,000   1,755,000 
July 17, 2015 $0.15   3,694,500   - 
       10,158,620   6,464,120 

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% (2012(2013 - 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, 2013 and 2012, stock option activity is summarized as follows:

  
Underlying
Shares
  Weighted Average Exercise Price 
Stock options outstanding, January 31, 2011  3,293,000  $0.85 
   Exercised  (95,000) $0.52 
   Expired  (683,000) $1.24 
Stock options outstanding, January 31, 2012  2,515,000  $0.76 
   Granted  1,765,000  $0.36 
   Cancelled  (420,000) $0.74 
   Expired  (575,000) $0.97 
Stock options outstanding, January 31, 2013  3,285,000  $0.51 
 
 
8687
 
 
CORAL GOLD RESOURCES LTDLTD.
Notes to the Consolidated Financial Statements
For the years ended January 31, 2014, 2013, 2012 and 20112012
(Expressed in Canadian dollars)
8.
9. SHARE CAPITAL (continued)

d)  Stock options (continued)
For the years ended January 31, 2014 and 2013 stock option activity is summarized as follows:
  Number of Options  Weighted Average Exercise Price 
Stock options outstanding, January 31, 2012  2,515,000  $0.76 
Granted  1,765,000  $0.36 
Cancelled  (420,000) $0.74 
Expired  (575,000) $0.97 
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 

A summary of stock options outstanding as at January 31, 20132014 is as follows:

Number
Outstanding
  
Exercise
Price
  
Weighted Average
Remaining
Contractual
Life (yrs)
  Intrinsic Value     Expiry Date
 50,000  $1.00   0.01  $0.00 February 4, 2013
 10,000  $0.40   0.06  $0.00 February 22, 2013
 15,000  $1.00   0.25  $0.00 May 1, 2013
 90,000  $0.40   1.06  $0.00 February 22, 2014
 515,000  $0.76   1.95  $0.00 January 13, 2015
 555,000  $0.45   2.63  $0.00 September 17, 2015
 430,000  $0.80   2.97  $0.00 January 21, 2016
 920,000  $0.40   4.06  $0.00 February 22, 2017
 700,000  $0.30   4.70  $0.00 October 12, 2017
 3,285,000              
Number
Outstanding
  
Exercise
Price
  
Weighted Average
Remaining
Contractual
Life (years)
  Intrinsic Value  Expiry Date
 90,000  $0.40   0.06  $0.00 February 22, 2014
 515,000  $0.76   0.95  $0.00 January 13, 2015
 550,000  $0.45   1.63  $0.00 September 17, 2015
 420,000  $0.80   1.97  $0.00 January 21, 2016
 900,000  $0.40   3.06  $0.00 February 22, 2017
 680,000  $0.30   3.70  $0.00 October 12, 2017
 3,155,000  $0.50   2.37      

As at January 31, 2013, 3,256,2502014, 3,155,000 options were exercisable at a weighted-average exercise price of $0.51.The$0.50. The weighted average remaining contractual life of stock options outstanding as at January 31, 20132014 was 3.292.73 years.
10. SHARE-BASED PAYMENTS

9.       SHARE-BASED PAYMENTSNo 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 January 31,October 12, 2013. The options are exercisable on or before October 12, 2017.
 
No stock options were granted during the year ended January 31, 2012.
The Company recorded total share-based payments of $425,924 for stock options vested during the year (January 31, 2012 - $63,146; January 31, 2011 - $559,064). The amounts expensed were allocated to directors, officers, employees and consultants as follows:

  2013  2012  2011 
          
Directors, officers and employees $366,171  $-  $487,544 
Investor relations  10,371   63,146   1,190 
Consultants  49,382   -   70,330 
Extension of warrants  429,849   -   - 
  $855,773  $63,146  $559,064 
 
8788
 
 
CORAL GOLD RESOURCES LTDLTD.
Notes to the Consolidated Financial Statements
For the years ended January 31, 2014, 2013, 2012 and 20112012
(Expressed in Canadian dollars)
9.10. SHARE-BASED PAYMENTS (continued)
The Company recorded total share-based payments of $9,350 for the vesting of stock options and for the extension of warrants during the year ended January 31, 2014 (2013 - $855,773; 2012 - $63,146) as follows:
  2014  2013  2012 
          
Directors, officers and employees $-  $366,171  $- 
Investor relations  2,629   10,371   63,146 
Consultants  -   49,382   - 
Extension of warrants  6,721   429,849   - 
  $9,350  $855,773  $63,146 
 
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:
 
 2013  2012  2011  2014  2013  2012 
Weighted average assumptions:                  
Risk-free interest rate  1.38%  1.33%  2.14%  -   1.38%  1.33%
Expected dividend yield  -   -   -   -   -   - 
Expected option life (years)  4.82   1.36   4.63   -   4.82   1.36 
Expected stock price volatility  108%  85%  113%  -   108%  85%
Weighted average fair value at grant date $0.24  $0.63  $0.43   -  $0.24  $0.63 

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

10.11. 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 Compensation

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:
 
 2013  2012  2011  2014  2013  2012 
                  
Salaries, bonuses, fees and benefits                  
Members of the Board of Directors $110,564  $117,000  $112,500  $66,000  $110,564  $117,000 
Other members of key management  57,162   47,774   39,800   43,707   57,162   47,774 
                        
Share-based payments                        
Members of the Board of Directors  269,501   -   275,870   -   269,501   - 
Other members of key management  50,821   -   82,244   -   50,821   - 
 $488,048  $164,774  $510,114  $109,707  $488,048  $164,774 

89
CORAL GOLD RESOURCES LTD.
Notes to the Consolidated Financial Statements
For the years ended January 31, 2014, 2013, and 2012
(Expressed in Canadian dollars)
11. RELATED PARTY TRANSACTIONS AND BALANCES (continued)
b)  In the normal course of operations the Company transacts with companies related to its directors or officers. The following amounts are receivable from a related party:parties:

  
January 31,
2013
  
January 31,
2012
 
Levon Resources Ltd. $33,228  $26,916 
 
88
  
January 31,
2014
  
January 31,
2013
 
Levon Resources Ltd. $43,908  $33,043 
Great Thunder Gold (formerly Mill Bay Ventures)  2,263   - 
Total $46,171  $33,043 
 
CORAL GOLD RESOURCES LTD
Notes to the Consolidated Financial Statements
For the years ended January 31, 2013, 2012 and 2011
(Expressed in Canadian dollars)
10.    RELATED PARTY TRANSACTIONS AND BALANCES (continued)

c)  In the normal course of operations the Company transacts with companies with directors or officers in common. During 2014 the Company settled $128,722 of related party debt through issuance of common shares of the Company, as described in Note 9b. At January 31, 20132014 and 2012,January 31, 2013, the following amounts are payable to related parties:
  
January 31,
2014
  
January 31,
2013
 
Directors $34,500  $16,500 
Oniva International Services Corp.  153,566   131,269 
Sampson Engineering Inc.  18,641   12,641 
Wear Wolfin Designs Inc.  13,860   7,840 
Saulnier Capital  4,028   - 
Frobisher Securities Ltd.  4,200   7,026 
Intermark Capital Corp.  34,650   19,600 
  $263,445  $194,876 

  
January 31,
2013
  
January 31,
2012
 
Directors $16,500  $11,876 
Oniva International Services Corp.  131,269   22,134 
Sampson Engineering Inc.  12,641   3,615 
Wear Wolfin Designs Inc.  7,840   - 
Frobisher Securities Ltd.  7,026   - 
Intermark Capital Corp.  19,600   - 
  $194,876  $37,625 
The amounts included above in 11(b) and 11(c) are unsecured, non-interest bearing with no fixed terms of repayment.

d)  Other related party transactions

The Company has a cost-sharing agreement to reimburse Oniva International Services Corp. (“Oniva”), as described in Note 12.13. The transactions with Oniva during the year are summarized below:
 
 2013  2012  2011 
          2014  2013  2012 
Salaries and benefits $132,884  $150,725  $112,258  $77,785  $132,884  $150,725 
Office and miscellaneous  98,036   116,160   55,178   48,489   98,036   116,160 
             $126,274  $230,920  $266,885 
 $230,920  $266,885  $167,436 

11.
90
CORAL GOLD RESOURCES LTD.
Notes to the Consolidated Financial Statements
For the years ended January 31, 2014, 2013, and 2012
(Expressed in Canadian dollars)
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 US$412,023 (2012$503,629 (US$452,172) (January 31, 2013 - US$249,596)$413,177 (US$412,023)), which is expected to be incurred during 2018. The risk-free rate of 3% (2012(January 31, 2013 – 6%3%) was used to calculate the present value of the reclamation provision.
 
A reconciliation of the reclamation provision is as follows:
 
 
January 31,
2013
  
January 31,
2012
  January 31, 2014  January 31, 2013 
            
Beginning balance $175,529  $168,158  $395,000  $175,529 
Unwinding of discount  27,561   7,067   11,850   27,561 
Change in estimates  191,621   -   43,000   191,621 
Change in foreign exchange rate  289   304   34,150   289 
 $395,000  $175,529  $484,000  $395,000 

89
CORAL GOLD RESOURCES LTD
Notes to the Consolidated Financial Statements
For the years ended January 31, 2013, 2012 and 2011
(Expressed in Canadian dollars)
12.13. 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-month’s notice by either party. Transactions and balances with Oniva are disclosed in Note 10.11.
 
13.14. FINANCIAL INSTRUMENTS
 
The fair values of the Company’s cash and cash equivalents, amounts receivable from a related party, other amounts receivable, 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.
 
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 HST)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,
2013
  
January 31,
2012
 
       
Cash and cash equivalents held at major financial institutions      
 Canada – cash $11,741  $110,921 
 Canada – cash equivalents  -   1,161,529 
 US - cash  2,709   42,044 
         
   14,450   1,314,494 
Reclamation deposits held at major financial institutions  474,034   417,393 
         
Total cash and equivalents and reclamation deposits $488,484  $1,731,887 
 
9091
 
 
CORAL GOLD RESOURCES LTDLTD.
Notes to the Consolidated Financial Statements
For the years ended January 31, 2014, 2013, 2012 and 20112012
(Expressed in Canadian dollars)
13.14. FINANCIAL INSTRUMENTS (continued)
 
a)  Credit risk (continued)
  
January 31,
2014
  
January 31,
 2013
 
       
Cash held at major financial institutions      
Canada – cash $4,706  $11,741 
US - cash  3,368   2,709 
         
   8,074   14,450 
Reclamation deposits held at major financial institutions  529,408   474,034 
Total cash and reclamation deposits $537,482  $488,484 
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 deficit in 2014 and 2013. The Company has cash and cash equivalents at January 31, 20132014 in the amount of $14,450$8,074 (January 31, 20122013 - $1,314,494)$14,450) in order to meet short-term business requirements. At January 31, 2013,2014, the Company had current liabilities of $595,964$499,993 (January 31, 20122013 - $183,426)$595,964). 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 2013. This will require the Company to continue to monitor its financing requirements2014.

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)(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)(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, 2014 and 2013.

92
CORAL GOLD RESOURCES LTD.
Notes to the Consolidated Financial Statements
For the years ended January 31, 2014, 2013, and 2012.2012

(Expressed in Canadian dollars)
14. FINANCIAL INSTRUMENTS (Continued)
c)  Market risk (continued)
Foreign currency risk

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

The Company is exposed to foreign currency risk with respect to cash, 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:
 
91
CORAL GOLD RESOURCES LTD
Notes to the Consolidated Financial Statements
For the years ended January 31, 2013, 2012 and 2011
(Expressed in Canadian dollars)
13.    FINANCIAL INSTRUMENTS (Continued)
c)  Market risk (continued)

Foreign currency risk (continued)

 
January 31,
2013
  
January 31,
2012
  
January 31,
 2014
  
January 31,
2013
 
            
Cash US$ 6,884  US$ 41,926  US$3,024  US$ 6,884 
Other amounts receivable  1,847   2,128   2,085   1,847 
Amounts receivable from a related party  33,132   26,841 
Amounts receivable from a related parties  41,454   33,132 
Reclamation bonds  475,317   416,228   475,317   475,317 
Accounts payable  (308,034)  (3,353)  (117,288)  (308,034)
                
Net exposure US$ 209,146  US$ 483,770  US$ 404,592  US$ 209,146 
                
Canadian dollar equivalent $208,937  $485,125  $450,634  $208,937 

Based on the net Canadian dollar denominated asset and liability exposures as at January 31, 2013,2014, a 10% (January 31, 20122013 – 6%10%) fluctuation in the Canadian/US exchange rates will impact the Company’s net loss and comprehensive loss by approximately $20,894$45,063 (January 31, 20122013 - $29,000)$20,894).

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

Other price risk

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

The Company’s ability to raise capital to fund mineral resource exploration is subject to risks associated with fluctuations in mineral resource prices. Management closely monitors commodity prices, individual equity movements and the stock market to determine the appropriate course of action to be taken by the Company.
93
CORAL GOLD RESOURCES LTD.
Notes to the Consolidated Financial Statements
For the years ended January 31, 2014, 2013, and 2012
(Expressed in Canadian dollars)
14. FINANCIAL INSTRUMENTS (Continued)

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).
92
CORAL GOLD RESOURCES LTD
Notes to the Consolidated Financial Statements
For the years ended January 31, 2013, 2012 and 2011
(Expressed in Canadian dollars)
13.    FINANCIAL INSTRUMENTS (Continued)

d)  Classification of Financial instruments (continued)

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, 2013:
  Level 1  Level 2  Level 3 
Cash and cash equivalents $14,450   -   - 
Investments in related companies  396,743   -   - 
Amounts receivable from a related party  33,043   -   - 
Reclamation bonds  474,034   -   - 
  $918,270   -   - 
2014:

14.
  Level 1  Level 2  Level 3 
Cash and cash equivalents $8,074   -   - 
Investments in related companies  140,505   -   - 
  $148,579   -   - 

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, 2013.2014.
 
15.16. ADDITIONAL CASH FLOW DISCLOSURES
 
The net change in non-cash working capital is comprised of the following:
 
 2013  2012  2011  
January 31,
2014
  
January 31,
2013
 
               
Amounts receivable from a related party $(6,127) $(6,320) $(2,242)
Amounts receivable from related parties $(9,268) $(6,127)
Other amounts receivable  (8,681)  7,855   (24,150)  32,783   (8,681)
Prepaid expenses  2,546   34,343   (35,502)  3,107   2,546 
Accounts payable and accrued liabilities  255,287   (122,125)  124,188   (35,817)  255,287 
Amounts payable to related parties  157,251   31,402   (18,404)  68,569   157,251 
 $400,276  $(54,845) $43,890  $59,374  $400,276 
 
 
9394
 
 
CORAL GOLD RESOURCES LTDLTD.
Notes to the Consolidated Financial Statements
For the years ended January 31, 2014, 2013, 2012 and 20112012
(Expressed in Canadian dollars)
16.17. INCOME TAXES
 
Income tax recovery differs from the amount that would result from applying the Canadian federal and provincial statutory income tax rates to loss before future income taxes. For the year ended January 31, 2013,2014, the Canadian statutory rate is 25% (201226% (2013 - 26.5%25%).
 
  2013   2012 
      
Expected income tax recovery $348,647  $301,632 
Permanent differences  (225,749)  (150,634)
Changes in timing differences  (333,183)  9,404 
Changes in valuation allowance  (61,408)  (279,894)
Adjustments due to effective tax rate attributable to income taxes in other countries  126,053   98,660 
Changes in income tax rates and foreign exchange  (2,338)  (10,459)
Total deferred income tax expense $(147,978) $(31,291)
  2014  2013  2012 
Expected income tax recovery $181,670  $348,647  $301,632 
Permanent differences  10,760   (225,749)  (150,634)
Changes in timing differences  9,659   (21,221)  - 
Effect of foreign exchange changes on U.S. loss carry-forwards  492,885   (196,741)  9,404 
Expired losses  (20,428)  (115,221)  - 
Changes in deferred income tax liability  (135,099)  (61,408)  (279,894)
Adjustments due to effective tax rate attributable to U.S. income taxes in other countries  37,513   126,053   98,660 
Changes in income tax rates and other exchange  70,895   (2,338)  (10,459)
Total deferred income tax recovery (expense) $647,855  $(147,978) $(31,291)
 
The components of the deferred income tax assets (liabilities), after applying enacted Canadian rates of 25% (201226% (2013 - 26.5%25%) and enacted US rates of 35.0% (2012(2013 - 35.0%), are as follows:
 
  2013  2012  2011 
          
Deferred income tax assets         
 Non-capital loss carry-forwards $3,741,587  $3,309,745  $3,005,920 
 Other  31,582   120,042   61,594 
   3,773,169   3,429,787   3,067,514 
Deferred income tax liabilities            
Investment securities  (30,293)  (105,282)  (152,474)
 Mineral property interests  (6,186,914)  (5,685,470)  (5,291,905)
Net deferred income tax liability $(2,444,038) $(2,360,965) $(2,376,865)

The Company recognized tax benefits on losses or other deductible amounts. The balances of unused tax losses consist of unused non-capital losses carried forward of $6,657,303 (2012 - $6,246,954).
  2014  2013 
       
Deferred income tax assets      
Non-capital loss carry-forwards $4,355,403  $3,741,587 
Other  8,685   31,582 
   4,364,088   3,773,169 
Deferred income tax liabilities        
Investment securities  (1,917)  (30,293)
Exploration and evaluation assets  (6,128,891)  (6,186,914)
Net deferred income tax liability $(1,766,720) $(2,444,038)
 
At January 31, 2013,2014, the Company had, for Canadian tax purposes, non-capital losses aggregating approximately $6,657,000.$6,887,000. These losses are available to reduce taxable income earned by the Canadian operations of future years and expire as follows:
 
2015 $522,000  $522,000 
2026 to 2033  6,135,000   6,365,000 
 $6,657,000  $6,887,000 
 
At January 31, 2013,2014, the Company had, for US tax purposes, net operating losses aggregating approximately US$11,666,000.11,960,000. The net operating losses are available to offset taxable income earned by the US operations of future years and expire as follows:
 
2017 to 2018US$ 422,000
2020 to 203311,244,000
US$ 11,666,000
2018 US$364,000 
2020 to 2034  11,596,000 
  US$11,960,000 
 
 
9495
 
 
CORAL GOLD RESOURCES LTDLTD.
Notes to the Consolidated Financial Statements
For the years ended January 31, 2014, 2013, 2012 and 20112012
(Expressed in Canadian dollars)
17.
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 yearsyear ended January 31, 2014, 2013, and 2012. All net losses for the years ended January 31, 2013 or 2012 are as a result of Canadian head office costs. Costs of US operations are capitalized to exploration and evaluation assets.
 
The Company has non-current assets in the following geographic locations:
 
  
January 31,
2013
  
January 31,
2012
 
Canada $400,030  $964,757 
USA  19,841,325   18,441,783 
  $20,241,355  $19,406,540 
  
January 31,
2014
  
January 31,
2013
 
Canada $143,136  $400,030 
USA  19,653,204   19,841,325 
  $19,796,340  $20,241,355 
 
18.19. SUBSEQUENT EVENTS

Events occurring after January 31, 2013:In March 2014, the Company entered into an exploration and option to joint venture with Barrick Gold Corporation ("Barrick"), pursuant to which Barrick has been granted an option to earn up to an undivided 60% interest on the Company's Gold Ridge Property in Nevada (consisting of a portion of the Robertson Property) in consideration for incurring US$12,000,000 in exploration expenditures over a five year period. In addition, Barrick has the option to increase its interest by an additional 15% for an aggregate undivided 75% interest by preparing and delivering to the Company a scoping study. The Option Agreement also provides that upon the exercise of the option, a 60%/40% or a 75%/25% joint venture between the parties will be established in order to further explore the Gold Ridge Property. In March 2014, the Company closed a non-brokered private placement in connection with the exploration and option to joint venture issuing 4,150,000 common shares of the Company at a price of $0.17 per common share for gross proceeds of $705,500.

(a)  In March 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 by the Company are subject to a four month hold period expiring on July 18, 2013.

(b)  130,000 stock options expired unexercised.
 
9596
 

SIGNATURE

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
 
 CORAL GOLD RESOURCES LTD. 
    
Dated: June 14, 2013  11, 2014By:/s/ David Wolfin 
  David Wolfin,
Chief Executive Officer 
  (Principal Executive Officer) 
 
 
9697
 

Exhibit Index
 
Exhibit Number
 
Name
1.1 Memorandum of Coral Gold Resources Ltd.*
1.2 Articles of Coral Gold Resources Ltd.*
8.1 List of Subsidiaries
12.1 Certification of the Principal Executive Officer
12.2 Certification of the Principal Financial Officer
13.1 Certificate of Principal Executive Officer under the Sarbanes-Oxley Act
13.2 Certificate of Principal Financial Officer under the Sarbanes-Oxley Act
15.1 Geological Report on the Robertson Property*
15.2 Update of the Geological Report on the Robertson Property*
___________________________
* Previously filed.
 
 
97
June 14, 2013

Securities and Exchange Commission
100 F Street NE
Washington, DC 20549

Dear Sirs:

Re:  Commission File Number: 0-15688 - Coral Gold Resources Ltd. 98

We were previously auditors for Coral Gold Resources Ltd. and, under the date of May 25, 2012, we reported on the consolidated financial position of Coral Gold Resources Ltd. as at January 31, 2012, January 31, 2011 and February 1, 2010, and the consolidated statements of operations and comprehensive loss, changes in equity and cash flows for the years ended January 31, 2012 and January 31, 2011. We have read the statements included under Item 16F of Coral Gold Resources Ltd.’s Form 20-F dated June 14, 2013 and we agree with such statements related to Smythe Ratcliffe LLP.

Yours very truly,

Chartered Accountants
98