Document and Entity Information
Document and Entity Information | 3 Months Ended |
Mar. 31, 2018shares | |
Document and Entity Information [Abstract] | |
Document Type | 6-K |
Amendment Flag | false |
Document Period End Date | Mar. 31, 2018 |
Document Fiscal Year Focus | 2,018 |
Document Fiscal Period Focus | Q1 |
Entity Registrant Name | Gold Reserve Inc. |
Entity Central Index Key | 1,072,725 |
Current Fiscal Year End Date | --12-31 |
Entity Filer Category | Accelerated Filer |
Entity Common Stock, Shares Outstanding | 99,395,048 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Current Assets: | ||
Cash and cash equivalents (Note 4) | $ 132,606,002 | $ 137,672,718 |
Marketable securities (Note 5) | 251,688 | 239,232 |
Deposits, advances and other | 315,215 | 156,050 |
Total current assets | 133,172,905 | 138,068,000 |
Property, plant and equipment, net (Note 6) | 12,639,069 | 12,632,534 |
Total assets | 145,811,974 | 150,700,534 |
Current Liabilities: | ||
Accounts payable and accrued expenses (Note 3) | 1,538,967 | 2,167,171 |
Income tax payable | 7,299,222 | 1,263,438 |
Deferred income tax (Note 11) | 12,240,374 | 18,402,483 |
Contingent value rights (Note 3) | 1,882,758 | 3,097,193 |
Total current liabilities | 22,961,321 | 24,930,285 |
Total liabilities | 22,961,321 | 24,930,285 |
SHAREHOLDERS' EQUITY | ||
Common shares | 378,009,884 | 378,009,884 |
Contributed surplus (Note 10) | 20,625,372 | 20,625,372 |
Stock options (Note 9) | 20,555,898 | 20,409,643 |
Accumulated deficit | (296,340,501) | (293,386,189) |
Accumulated other comprehensive income | 0 | 111,539 |
Total shareholders' equity | 122,850,653 | 125,770,249 |
Total liabilities and shareholders' equity | $ 145,811,974 | $ 150,700,534 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
INCOME (LOSS) | ||
Interest income | $ 21,088 | $ 15,032 |
Gain on marketable equity securities | 12,456 | 0 |
Foreign currency loss | (1,947) | (8,344) |
Total INCOME (LOSS) | 31,597 | 6,688 |
EXPENSES | ||
Corporate general and administrative (Notes 3 and 9) | 1,170,835 | 5,391,534 |
Siembra Minera Project (Note 7) | 581,033 | 205,998 |
Exploration costs | 0 | 28,694 |
Legal and accounting | 433,803 | 149,070 |
Arbitration and settlement (Note 3) | 36,635 | 182,260 |
Equipment holding costs | 275,852 | 155,026 |
Interest expense (Note 10) | 0 | 2,648,793 |
Total EXPENSES | 2,498,158 | 8,761,375 |
Net loss before income tax expense | (2,466,561) | (8,754,687) |
Income tax expense (Note 11) | (599,290) | 0 |
Net loss for the period | $ (3,065,851) | $ (8,754,687) |
Net loss per share, basic and diluted | $ (0.03) | $ (0.10) |
Weighted average common shares outstanding, basic and diluted | 99,395,048 | 89,812,621 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Income Statement [Abstract] | ||
Net loss for the period | $ (3,065,851) | $ (8,754,687) |
Items that may be reclassified subsequently to the consolidated statement of operations: | ||
Loss on marketable equity securities, net of tax of nil (Note 2) | 0 | (89,366) |
Other comprehensive loss | 0 | (89,366) |
Comprehensive loss for the period | $ (3,065,851) | $ (8,844,053) |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) | Total | Common Shares Number | Common Shares Amount | Contributed Surplus | Stock Options | Accumulated Deficit | Accumulated Other Comprehensive Income |
Balance at Dec. 31, 2016 | $ 342,190,645 | $ 25,723,900 | $ 17,353,725 | $ (382,897,065) | $ 443,173 | ||
Balance (in shares) at Dec. 31, 2016 | 89,710,604 | ||||||
Net income | 89,510,876 | ||||||
Other comprehensive loss | (331,634) | ||||||
Stock option compensation (Note 9) | 5,108,493 | ||||||
Fair value of options exercised | 2,052,575 | (2,052,575) | |||||
Common shares issued for: | |||||||
Option exercises (Note 9) | 5,973,474 | ||||||
Option exercises (Note 9) (in shares) | 2,073,435 | ||||||
Note conversions (Note 10) | 27,793,190 | (5,098,528) | |||||
Note conversions (Note 10) (in shares) | 7,611,009 | ||||||
Balance at Dec. 31, 2017 | 378,009,884 | 20,625,372 | 20,409,643 | (293,386,189) | 111,539 | ||
Balance (in shares) at Dec. 31, 2017 | 99,395,048 | ||||||
Balance at Dec. 31, 2017 | $ 125,770,249 | ||||||
Common shares issued for: | |||||||
Cumulative effect of accounting change (Note 2) | 111,539 | $ (111,539) | |||||
Net loss | (3,065,851) | ||||||
Stock option compensation (Note 9) | 146,255 | ||||||
Balance at Mar. 31, 2018 | $ 122,850,653 | $ 378,009,884 | $ 20,625,372 | $ 20,555,898 | $ (296,340,501) | ||
Balance (in shares) at Mar. 31, 2018 | 99,395,048 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Cash Flows from Operating Activities: | ||
Net loss for the period | $ (3,065,851) | $ (8,754,687) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock option compensation | 146,255 | 4,416,820 |
Depreciation | 11,574 | 1,197 |
Gain on marketable equity securities | (12,456) | 0 |
Accretion of convertible notes | 0 | 2,634,520 |
Changes in non-cash working capital: | ||
Net increase in receivables, deposits and advances | (159,165) | (423,096) |
Net increase (decrease) in payables and accrued expenses | (1,968,964) | 23,624 |
Net cash used in operating activities | (5,048,607) | (2,101,622) |
Cash Flows from Investing Activities: | ||
Purchase of property, plant and equipment | (18,109) | (2,840) |
Net cash used in investing activities | (18,109) | (2,840) |
Cash Flows from Financing Activities: | ||
Proceeds from the issuance of common shares | 0 | 397,375 |
Net cash provided by financing activities | 0 | 397,375 |
Change in Cash and Cash Equivalents: | ||
Net decrease in cash and cash equivalents | (5,066,716) | (1,707,087) |
Cash and cash equivalents - beginning of period | 137,672,718 | 35,747,049 |
Cash and cash equivalents - end of period | 132,606,002 | 34,039,962 |
Supplemental Cash Flow Information: | ||
Cash paid for income taxes | $ 725,615 | $ 0 |
The Company and Significant Acc
The Company and Significant Accounting Policies: | 3 Months Ended |
Mar. 31, 2018 | |
The Company and Significant Accounting Policies: [Abstract] | |
The Company and Significant Accounting Policies: | Note 1. The Company and Significant Accounting Policies: Gold Reserve Inc. ("Gold Reserve", the "Company", "we", "us", or "our") is engaged in the business of acquiring, exploring and developing mining projects and was incorporated in 1998 under the laws of the Yukon Territory, Canada and continued to Alberta, Canada in September 2014. Gold Reserve Inc. is the successor issuer to Gold Reserve Corporation which was incorporated in 1956. A significant portion of our recent activities relate to the advancement of the Siembra Minera Project, the execution of the July 2016 settlement agreement, (as amended, the "Settlement Agreement") with the Bolivarian Republic of Venezuela ("Venezuela") in regards to the payment of the Award and the acquisition of our Mining Data by Venezuela (See Note 3, Arbitral Award Settlement and Associated Mining Data Sale and Note 7, Empresa Mixta Ecosocialista Siembra Minera, S.A. ("Siembra Minera")). Basis of Presentation and Principles of Consolidation . These interim consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). The statements principally include the accounts of the Company, Gold Reserve Corporation and three Barbadian subsidiaries formed to hold our equity interest in Siembra Minera which is beneficially owned 55% by Venezuela and 45% by Gold Reserve. Our investment in Siembra Minera is accounted for as an equity investment. All other subsidiaries are wholly owned. All intercompany accounts and transactions have been eliminated on consolidation. Our policy is to consolidate those subsidiaries where control exists. We have only one operating segment, the exploration and development of mineral properties. As these unaudited interim consolidated financial statements do not contain all of the disclosures required by U.S. GAAP for annual financial statements, they should be read in conjunction with the annual financial statements and related notes included in our Annual Information Form and Annual Report on Form 40-F for the year ended December 31, 2017. Cash and Cash Equivalents . We consider short-term, highly liquid investments purchased with an original maturity of three months or less to be cash equivalents for purposes of reporting cash equivalents and cash flows. The cost of these investments approximates fair value. We manage the exposure of our cash and cash equivalents to credit risk by diversifying our holdings into major Canadian and U.S. financial institutions. Exploration and Development Costs . Exploration costs incurred in locating areas of potential mineralization or evaluating properties or working interests with specific areas of potential mineralization are expensed as incurred. Development costs of proven mining properties not yet producing are capitalized at cost and classified as capitalized exploration costs under property, plant and equipment. Mineral property holding costs are charged to operations during the period if no significant exploration or development activities are being conducted on the related properties. Upon commencement of production, capitalized exploration and development costs would be amortized based on the estimated proven and probable reserves benefited. Mineral properties determined to be impaired or that are abandoned are written-down to the estimated fair value. Carrying values do not necessarily reflect present or future values. Property, Plant and Equipment . Included in property, plant and equipment is certain equipment, the carrying value of which has been adjusted, as a result of impairment tests, to its estimated fair value of $11.7 million and which is not being depreciated as it is not yet available for its intended use. The ultimate recoverable value of this equipment may be different than management's current estimate. We have additional property, plant and equipment which are recorded at cost less impairment charges and accumulated depreciation. Replacement costs and major improvements are capitalized. Maintenance and repairs are charged to expense as incurred. The cost and accumulated depreciation of assets retired or sold are removed from the accounts and any resulting gain or loss is reflected in operations. Furniture, office equipment and leasehold improvements are depreciated using the straight-line method over 5 to 10 years. The remaining property, plant and equipment are fully depreciated. Impairment of Long Lived Assets . We review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. If the sum of the expected future net cash flows to be generated from the use or eventual disposition of a long-lived asset (undiscounted and without interest charges) is less than the carrying amount of the asset, an impairment loss is recognized based on a determination of the asset's fair value. Fair value is generally determined by discounting estimated cash flows based on market participant expectations of those future cash flows, or applying a market approach that uses market prices and other relevant information generated by market transactions involving comparable assets. Foreign Currency. The U.S. dollar is our (and our foreign subsidiaries') functional currency. Monetary assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the rates of exchange in effect at the balance sheet dates. Non-monetary assets and liabilities are translated at historical rates and revenue and expense items are translated at average exchange rates during the reporting period, except for depreciation which is translated at historical rates. Translation gains and losses are included in the statement of operations. Stock Based Compensation . We maintain an equity incentive plan which provides for the grant of stock options to purchase our Class A common shares. We use the fair value method of accounting for stock options. The fair value of options granted to employees is computed using the Black-Scholes method as described in Note 9 and is expensed over the vesting period of the option. For non-employees, the fair value of stock based compensation is recorded as an expense over the vesting period or upon completion of performance. Consideration paid for shares on exercise of share options, in addition to the fair value attributable to stock options granted, is credited to capital stock. Stock options granted under the plan become fully vested and exercisable upon a change of control. Income Taxes . We use the liability method of accounting for income taxes. Deferred tax assets and liabilities are determined based on the differences between the tax basis of assets and liabilities and those amounts reported in the financial statements. The deferred tax assets or liabilities are calculated using the enacted tax rates expected to apply in the periods in which the differences are expected to be settled. Deferred tax assets are recognized to the extent that they are considered more likely than not to be realized. Use of Estimates . The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Net Income (Loss) Per Share . Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of Class A common shares outstanding during each period. Diluted net income per share reflects the potentially dilutive effects of outstanding stock options and convertible notes. In periods in which a loss is incurred, the effect of potential issuances of shares under stock options and convertible notes would be anti-dilutive, and therefore basic and diluted losses per share are the same in those periods. Convertible Notes . Convertible notes are initially recorded at estimated fair value and subsequently measured at amortized cost. The fair value is allocated between the equity and debt component parts based on their respective fair values at the time of issuance and recorded net of transaction costs. The equity portion of the convertible notes is estimated using the residual value method. The fair value of the debt component is accreted to the face value of the convertible notes using the effective interest rate method over the contractual life of the convertible notes, with the resulting charge recorded as interest expense. Investments. We determine the appropriate classification of investments in equity securities at acquisition and reevaluate such classifications at each reporting date. Investments in incorporated entities in which the Company has the ability to exercise significant influence over the investee and the Company's ownership is between 20% and 50% are accounted for by the equity method. Financial Instruments. Marketable equity securities are classified as available for sale with any gain or loss recorded in the statement of operations. If a decline in fair value of a security is determined to be other than temporary, an impairment loss is recognized. Cash and cash equivalents, deposits, advances and receivables are accounted for at cost which approximates fair value. Accounts payable, convertible notes, interest notes and contingent value rights are recorded at amortized cost. Amortized cost of accounts payable approximates fair value. |
New Accounting Policies_
New Accounting Policies: | 3 Months Ended |
Mar. 31, 2018 | |
New Accounting Policies: [Abstract] | |
New Accounting Policies: | Note 2. New Accounting Policies: Adopted in the year In January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities. The amendments in this update address certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. This update was effective for us January 1, 2018. The updated guidance resulted in a reclassification of $0.1 million of unrealized holding gains and losses related to investments in marketable equity securities from accumulated other comprehensive income to accumulated deficit in the Balance Sheet upon adoption. C hanges in the value of the Company's marketable equity securities are now recorded as income (loss) instead of other comprehensive income (loss). In January 2017, the FASB issued ASU 2017-01, Business Combinations. This update clarifies the definition of a business and adds guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. This update was effective for us January 1, 2018 and did not have an impact on our financial statements. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows - Restricted Cash. This update requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents and amounts generally described as restricted cash or restricted cash equivalents. This update was effective for us January 1, 2018 and did not have an impact on our financial statements. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments. This update is intended to reduce the existing diversity in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. This update was effective for us January 1, 2018 and did not have an impact on our financial statements. In May 2014, the FASB issued ASU 2014-09, Revenue from contracts with customers. This standard contains principles that an entity will apply to determine the measurement of revenue and timing of when it is recognized. The underlying principle is that an entity will recognize revenue to depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. This update was effective for us January 1, 2018 and did not have an impact on our financial statements. Recently issued accounting pronouncements In February 2016, the FASB issued ASU 2016-02, Leases. This update is intended to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. This update is effective for us commencing with the annual period beginning after December 15, 2018, including interim periods within that year. We are still in the process of evaluating the impact of this standard. |
Arbitral Award Settlement and A
Arbitral Award Settlement and Associated Mining Data Sale: | 3 Months Ended |
Mar. 31, 2018 | |
Arbitral Award Settlement and Associated Mining Data Sale: [Abstract] | |
Arbitral Award Settlement and Associated Mining Data Sale: | Note 3. Arbitral Award Settlement and Associated Mining Data Sale: In October 2009 we initiated the Brisas Arbitration to obtain compensation for the losses caused by the actions of Venezuela that terminated our Brisas Project. September 22, 2014, we were granted an Arbitral Award (the “Award”) totaling $740.3 million. In July 2016, we signed the Settlement Agreement, subsequently amended, whereby Venezuela agreed to pay us $792 million to satisfy the Award (including interest) and $240 million for the purchase of our mining data related to the Brisas Project (the "Mining Data"). Pursuant to the Settlement Agreement, Venezuela agreed to make a payment of $40 million (the "Initial Payment") followed by 23 monthly payments of $29.5 million on or before the 15 th Due to U.S. and Canadian Sanctions against Venezuela and the uncertainty of transferring the funds still on deposit in the Trust Account (See Note 4, Cash and Cash Equivalents) outside of Venezuela, the Board of Directors has only considered those funds actually received by the Company in its North American bank account as funds available for purposes of calculating the CVR and Bonus Plan cash distributions, however, the full amount due based on total payments to the Trust Account has been accrued as a payable in these financial statements. We have Contingent Value Rights ("CVRs") outstanding that entitle the holders to an aggregate of 5.466% of proceeds associated with the collection of the Award, sale of mining data or an enterprise sale (the "Proceeds"), less amounts for certain specified obligations. The total estimated amount due pursuant to the terms of the CVRs as of March 31, 2018, (including those amounts remaining in the Trust Account) from the sale of the Mining Data was approximately $1.9 million. The amount distributed during the three months ended March 31, 2018 based on amounts actually received in our North American bank account was approximately $1.2 million. We maintain a bonus plan (the "Bonus Plan") which is intended to compensate the participants, including executive officers, employees, directors and consultants for their past and present contributions to the Company. The bonus pool under the Bonus Plan is comprised of the gross proceeds collected or the fair value of any consideration realized related to such transactions less applicable taxes multiplied by 1% of the first $200 million and 5% thereafter. The total estimated amount due pursuant to the terms of the Bonus Plan as of March 31, 2018 (including those amounts remaining in the Trust Account) from the sale of the Mining Data is approximately $0.3 million. The amount distributed during the three months ended March 31, 2018 based on amounts actually received in our North American bank account was approximately $0.3 million. Following receipt of funds transferred from the Trust Account to our North American bank account and after applicable payments to CVR holders and Bonus Plan participants, we expect to distribute to our shareholders a substantial majority of any remaining amounts, subject to applicable regulatory requirements and retaining sufficient reserves for operating expenses, contractual obligations, accounts payable and income taxes, and any obligations arising as a result of the collection of the Award and/or sale of the Mining Data. |
Cash and Cash Equivalents_
Cash and Cash Equivalents: | 3 Months Ended |
Mar. 31, 2018 | |
Cash and Cash Equivalents: [Abstract] | |
Cash and Cash Equivalents: | Note 4. Cash and Cash Equivalents: March 31, December 31, 2018 2017 Bank deposits $ 52,681,792 $ 39,649,888 Cash held in trust 58,880,292 88,500,000 Money market funds 21,043,918 9,522,830 Total $ 132,606,002 $ 137,672,718 Payments made by Venezuela associated with the Settlement Agreement were initially deposited into a trust account for the benefit of the Company at Banco de Desarrollo Económico y Social de Venezuela ("Bandes Bank") (the "Trust Account"), a Venezuelan state-owned development bank. Under the trust agreement, the Company has the right to direct transfer of the funds to its bank account outside of Venezuela. Deposits held in the Trust Account as of the balance sheet date are recorded as cash and cash equivalents. Deposits made to the Trust Account subsequent to the balance sheet date but prior to the date of issuance of the consolidated financial statements are recorded as a receivable arising from the sale of the Mining Data to Venezuela as of the balance sheet date. In August 2017, the U.S. government imposed financial sanctions targeting the Venezuelan government by issuing an executive order that prohibits U.S. persons from dealing in financing of greater than 30 days for the Venezuelan government, including any entity owned or controlled by the Venezuelan government (with respect to the state oil company and its subsidiaries, these restrictions prohibit financings of greater than 90 days). In addition, U.S. persons are prohibited from dealing in, among other things, bonds or equity issued by the Venezuelan government after the U.S. financial sanctions were imposed on August 25, 2017. These U.S. financial sanctions built on sanctions imposed by the U.S. government starting in March 2015 that prohibit various Venezuelan officials from traveling to the U.S., freeze any assets they may have in the U.S. and generally prohibit U.S. persons from doing business with them and any entity they own 50% or more. Subsequent to the U.S. actions, Canada imposed its own sanctions. Recently the U.S. government added several additional individuals to the sanctions list and prohibited U.S. persons from dealing in cryptocurrencies issued by the Venezuelan government. The U.S. and Canadian governments have been reported to be considering further sanctions (collectively, the “Sanctions”). The Sanctions, in addition to the political, economic and financial condition of Venezuela, have complicated the monthly transfer of funds from Venezuela to our North American bank account. As of May 22, 2018, the Trustee had transferred a total of approximately $142.1 million to our bank account with approximately $45.4 million remaining in the Trust Account. The monthly payments pursuant to the Settlement Agreement from December 2017 and January through May 2018 totaling approximately $177 million remain unpaid. (See Note 3, Arbitral Award Settlement and Associated Mining Data Sale). |
Marketable Securities_
Marketable Securities: | 3 Months Ended |
Mar. 31, 2018 | |
Marketable Securities: [Abstract] | |
Marketable Securities: | Note 5. Marketable Securities: March 31, December 31, 2018 2017 Fair value at beginning of year $ 239,232 $ 541,216 Increase (decrease) in fair value 12,456 (301,984) Fair value at balance sheet date $ 251,688 $ 239,232 The Company's marketable securities are classified as available-for-sale and are recorded at quoted market value with gains and losses recorded in the Consolidated Statements of Operations. Gains and losses on securities sold are based on the average cost of the shares held at the date of disposition. As of March 31, 2018 and December 31, 2017, marketable securities had a cost basis of $98,043. Accounting Standards Codification ("ASC") 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels: Level 1 inputs are quoted prices in active markets for identical assets or liabilities, Level 2 inputs are inputs other than quoted prices included within Level 1 that are directly or indirectly observable for the asset or liability and Level 3 inputs are unobservable inputs for the asset or liability that reflect the entity's own assumptions. The fair values of the Company's marketable securities are based on Level 1 inputs. |
Property, Plant and Equipment_
Property, Plant and Equipment: | 3 Months Ended |
Mar. 31, 2018 | |
Property, Plant and Equipment: [Abstract] | |
Property, Plant and Equipment: | Note 6. Property, Plant and Equipment: Accumulated Cost Depreciation Net March 31, 2018 Machinery and equipment $ 11,677,534 $ - $ 11,677,534 Furniture and office equipment 583,382 (484,040) 99,342 Transportation equipment 489,560 (8,656) 480,904 Leasehold improvements 39,185 (7,896) 31,289 Mineral property 350,000 - 350,000 $ 13,139,661 $ (500,592) $ 12,639,069 Accumulated Cost Depreciation Net December 31, 2017 Machinery and equipment $ 11,677,534 $ - $ 11,677,534 Furniture and office equipment 587,126 (503,216) 83,910 Transportation equipment 489,560 - 489,560 Leasehold improvements 39,185 (7,655) 31,530 Mineral property 350,000 - 350,000 $ 13,143,405 $ (510,871) $ 12,632,534 Machinery and equipment consists of infrastructure and milling equipment intended for use on the Brisas Project. We continually evaluate our equipment to determine whether events or changes in circumstances have occurred that may indicate impairment has occurred. We review comparable market data for evidence that fair value less cost to sell is in excess of the carrying amount. We did not record any impairment write-downs of property, plant and equipment during the three months ended March 31, 2018 and 2017. During 2017, the Company purchased approximately $0.5 million of transportation equipment that is intended to be used in the development of the Siembra Minera project. |
Empresa Mixta Ecosocialista Sie
Empresa Mixta Ecosocialista Siembra Minera, S. | 3 Months Ended |
Mar. 31, 2018 | |
Empresa Mixta Ecosocialista Siembra Minera, S. [Abstract] | |
Empresa Mixta Ecosocialista Siembra Minera, S. | Note 7. Empresa Mixta Ecosocialista Siembra Minera, S.A.: In October 2016, together with an affiliate of the government of Venezuela, we established Empresa Mixta Ecosocialista Siembra Minera, S.A. ("Siembra Minera"). The primary purpose of this entity is to develop the Siembra Minera Project. Siembra Minera is beneficially owned 55% by Corporacion Venezolana de Mineria, S.A., a Venezuelan government corporation, and 45% by Gold Reserve. Siembra Minera holds certain gold, copper, silver and other strategic mineral rights contained within Bolivar State comprising the Siembra Minera Project (which has a 20 year term with two 10 year extensions) and is, among other things authorized, via Presidential Decrees and Ministerial resolutions, to carry on its business, pay a net smelter return royalty to Venezuela on the sale of gold, copper, silver and any other strategic minerals over the life of the project and provide net profits participation based on the sales price of gold per ounce. Pursuant to the Settlement Agreement, both parties will retain their respective interest in Siembra Minera in the event the settlement payments are not made by Venezuela. On March 16, 2018, the Company announced the completion of a technical report for the Preliminary Economic Assessment for the Siembra Minera Project in accordance with National Instrument 43-101 Standards of Disclosure for Mineral Projects which included, among other information, resource estimates, pit design, mine plan, flowsheet design, design criteria, project layout, infrastructure requirements, capital and operating estimates. T he Company has incurred the initial costs associated with the work so far completed on the Siembra Minera Project, which through March 31, 2018 amounted to a total of approximately $9.7 million. These expenditures primarily include costs associated with consultants working on the Siembra Minera Project, which have been recognized in the Consolidated Statements of Operations. |
KSOP Plan_
KSOP Plan: | 3 Months Ended |
Mar. 31, 2018 | |
KSOP Plan: [Abstract] | |
KSOP Plan: | Note 8. KSOP Plan: The KSOP Plan, adopted in 1990 for retirement benefits of employees, is comprised of two parts, (1) a salary reduction component, and a 401(k) which includes provisions for discretionary contributions by us, and (2) an employee share ownership component, or ESOP. Allocation of Class A common shares or cash to participants' accounts, subject to certain limitations, is at the discretion of the Board. There have been no Class A common shares allocated to the KSOP Plan since 2011. Cash contributions for plan year 2017 were approximately $234,000. As of March 31, 2018, no contributions by the Company had been made for plan year 2018. |
Stock Based Compensation Plans_
Stock Based Compensation Plans: | 3 Months Ended |
Mar. 31, 2018 | |
Stock Based Compensation Plans: [Abstract] | |
Stock Based Compensation Plans: | Note 9. Stock Based Compensation Plans: Equity Incentive Plans The Company's equity incentive plan provides for the grant of stock options to purchase up to a maximum of 8,750,000 of our Class A common shares. As of March 31, 2018, there were 1,822,000 options available for grant. Grants are made for terms of up to ten years with vesting periods as required by the TSXV and as may be determined by a committee of the Board established pursuant to the equity incentive plan. Stock option transactions for the three months ended March 31, 2018 and 2017 are as follows: 2018 2017 Shares Weighted Average Exercise Price Shares Weighted Average Exercise Price Options outstanding - beginning of period 5,091,565 $ 3.13 3,357,000 $ 2.84 Options granted - - 5,152,500 3.16 Options exercised - - (137,500) 2.89 Options expired (237,000) 3.70 (1,469,500) 2.89 Options outstanding - end of period 4,854,565 $ 3.10 6,902,500 $ 3.07 Options exercisable - end of period 4,279,568 $ 3.10 5,877,502 $ 3.05 The following table relates to stock options at March 31, 2018: Outstanding Options Exercisable Options Exercise Price Number Weighted Average Exercise Price Aggregate Intrinsic Value Weighted Average Remaining Contractual Term (Years) Number Weighted Average Exercise Price Aggregate Intrinsic Value Weighted Average Remaining Contractual Term (Years) $1.92 444,922 $1.92 $ 302,547 3.19 444,922 $1.92 $ 302,547 3.19 $2.69 125,000 $2.69 - 9.08 62,500 $2.69 - 9.08 $3.00 250,000 $3.00 - 0.20 250,000 $3.00 - 0.20 $3.15 3,544,643 $3.15 - 8.88 3,032,146 $3.15 - 8.88 $3.91 180,000 $3.91 - 7.25 180,000 $3.91 - 7.25 $4.02 310,000 $4.02 - 6.32 310,000 $4.02 - 6.32 $1.92 - $4.02 4,854,565 $3.10 $ 302,547 7.69 4,279,568 $3.10 $ 302,547 7.53 During the three months ended March 31, 2018 and 2017, the Company granted NIL and 5.2 million stock options, respectively. In the first quarter of 2017, 0.1 million outstanding options were exercised for net proceeds to the Company of $0.4 million. The Company recorded non-cash compensation expense during the three months ended March 31, 2018 and 2017 of $0.1 million and $4.4 million, respectively for stock options granted in 2017 and prior periods. The weighted average fair value of the options granted in the first three months of 2017 was calculated at $1.05. The fair value of options granted was determined using the Black-Scholes model based on the following weighted average assumptions: 2017 Risk free interest rate 1.22% Expected term 2 years Expected volatility 59% Dividend yield nil The risk free interest rate is based on the US Treasury rate on the date of grant for a period equal to the expected term of the option. The expected term is based on historical exercise experience and projected post-vesting behavior. The expected volatility is based on historical volatility of the Company's stock over a period equal to the expected term of the option. Retention Plan and Change of Control Agreements The Company maintains the Gold Reserve Director and Employee Retention Plan. Each unit (a "Retention Unit") granted to a participant entitles such person to receive a cash payment equal to the fair market value of one Gold Reserve Class A common share on the date the Retention Unit is granted or on the date any such participant becomes entitled to payment, whichever is greater. Units previously granted under the plan became fully vested upon the collection of proceeds from sale of the Mining Data and the Board of Director's agreement to distribute a substantial majority of the remaining proceeds to our shareholders. In June 2017, as a result of the collection of proceeds related to the sale of the Mining Data, the Retention Units vested and in the third quarter of 2017 the Company paid $7.7 million to plan participants. As of March 31, 2018 there were no Retention Units outstanding. The Company also maintains change of control agreements with certain officers and employees. A Change of Control is generally defined as one or more of the following: the acquisition by any individual, entity or group, of beneficial ownership of the Company of 25 percent of the voting power of the outstanding Common Shares; a change in the composition of the Board that causes less than a majority of the current directors of the Board to be members of the incoming board; reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company; liquidation or dissolution of the Company; or any other event the Board reasonably determines constitutes a Change of Control. As of March 31, 2018, in the event of a change of control, the amount payable under these agreements was approximately $16.1 million. None of this amount has currently been recognized as a change of control is not considered probable at this time. |
Convertible Notes and Interest
Convertible Notes and Interest Notes: | 3 Months Ended |
Mar. 31, 2018 | |
Convertible Notes and Interest Notes: [Abstract] | |
Convertible Notes and Interest Notes: | Note 10. Convertible Notes and Interest Notes: In the third quarter of 2017, the Company settled all of its outstanding 11% Senior Secured Convertible Notes and Interest Notes due December 31, 2018 (the "2018 Notes"). Prior to settlement, the Company had a total of $59.1 million face value of 2018 Notes outstanding. Of these notes, $36.3 million were redeemed for cash and the Company paid an additional $6.4 million related to a 20% premium due on the redeemed notes and $0.2 million in interest to the redemption date. The remaining $22.8 million 2018 Notes were converted to approximately 7.6 million Class A common shares. As a result of the redemption or conversion of 2018 Notes, the Company recorded a $16.6 million loss on settlement of debt consisting of the $6.4 million premium paid and approximately $10.2 million of remaining unamortized discount. In October 2017, the Company redeemed for cash its remaining debt, which consisted of approximately $1.0 million face value of 5.5% Senior Subordinated Convertible Notes due June 15, 2022 (the "2022 Convertible Notes"). |
Income Tax_
Income Tax: | 3 Months Ended |
Mar. 31, 2018 | |
Income Tax: [Abstract] | |
Income Tax: | Note 11. Income Tax: On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the "Tax Act") which made broad and complex changes to the U.S. tax code. The Tax Act established new tax laws including, but not limited to, a reduction of the U.S. federal corporate tax rate from 35% to 21% beginning in 2018. Income tax expense for the years ended March 31, 2018 and 2017 differs from the amount that would result from applying Canadian tax rates to net loss before taxes. These differences result from the items noted below: 2018 2017 Amount % Amount % Income tax benefit based on Canadian tax rates $ (616,658) (25) $ (2,188,672) (25) Increase (decrease) due to: Different tax rates on foreign subsidiaries 52,269 2 (526,965) (6) Non-deductible expenses 30,919 1 1,819,837 21 Withholding tax 725,615 29 - Change in valuation allowance and other 407,145 17 895,800 10 $ 599,290 24 $ - - The Company recorded income tax expense of $0.6 million and NIL for the three months ended March 31, 2018 and 2017, respectively. We have recorded a valuation allowance to reflect the estimated amount of the deferred tax assets which may not be realized, principally due to the uncertainty of utilization of net operating losses and other carry forwards prior to expiration. The valuation allowance for deferred tax assets may be reduced in the near term if our estimate of future taxable income changes. The components of the Canadian and U.S. deferred income tax assets and liabilities as of March 31, 2018 and December 31, 2017 were as follows: March 31, December 31, 2018 2017 Deferred income tax assets Net operating loss carry forwards $ 35,159,013 $ 35,964,366 Property, Plant and Equipment 3,227,602 3,227,745 Capital loss carry forwards 1,466,726 1,478,385 Other 157,500 204,209 40,010,841 40,874,705 Valuation allowance (39,854,089) (40,662,538) $ 156,752 $ 212,167 Deferred income tax liabilities Cash held in trust (12,364,861) (18,585,000) Other (32,265) (29,650) Net deferred income tax liability $ (12,240,374) $ (18,402,483) At March 31, 2018, we had the following Canadian tax loss carry forwards. Amounts are in U.S. dollars. Expires $ 2,027,252 2026 3,762,316 2027 14,340,235 2028 13,590,347 2029 16,790,118 2030 18,801,045 2031 5,454,395 2032 7,014,176 2033 10,105,421 2034 13,116,038 2035 15,594,556 2036 19,087,903 2037 952,249 2038 $ 140,636,051 |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Significant Accounting Policies (Policies) [Abstract] | |
Significant Accounting Policies (Policies) | Gold Reserve Inc. ("Gold Reserve", the "Company", "we", "us", or "our") is engaged in the business of acquiring, exploring and developing mining projects and was incorporated in 1998 under the laws of the Yukon Territory, Canada and continued to Alberta, Canada in September 2014. Gold Reserve Inc. is the successor issuer to Gold Reserve Corporation which was incorporated in 1956. A significant portion of our recent activities relate to the advancement of the Siembra Minera Project, the execution of the July 2016 settlement agreement, (as amended, the "Settlement Agreement") with the Bolivarian Republic of Venezuela ("Venezuela") in regards to the payment of the Award and the acquisition of our Mining Data by Venezuela (See Note 3, Arbitral Award Settlement and Associated Mining Data Sale and Note 7, Empresa Mixta Ecosocialista Siembra Minera, S.A. ("Siembra Minera")). Basis of Presentation and Principles of Consolidation . These interim consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). The statements principally include the accounts of the Company, Gold Reserve Corporation and three Barbadian subsidiaries formed to hold our equity interest in Siembra Minera which is beneficially owned 55% by Venezuela and 45% by Gold Reserve. Our investment in Siembra Minera is accounted for as an equity investment. All other subsidiaries are wholly owned. All intercompany accounts and transactions have been eliminated on consolidation. Our policy is to consolidate those subsidiaries where control exists. We have only one operating segment, the exploration and development of mineral properties. As these unaudited interim consolidated financial statements do not contain all of the disclosures required by U.S. GAAP for annual financial statements, they should be read in conjunction with the annual financial statements and related notes included in our Annual Information Form and Annual Report on Form 40-F for the year ended December 31, 2017. Cash and Cash Equivalents . We consider short-term, highly liquid investments purchased with an original maturity of three months or less to be cash equivalents for purposes of reporting cash equivalents and cash flows. The cost of these investments approximates fair value. We manage the exposure of our cash and cash equivalents to credit risk by diversifying our holdings into major Canadian and U.S. financial institutions. Exploration and Development Costs . Exploration costs incurred in locating areas of potential mineralization or evaluating properties or working interests with specific areas of potential mineralization are expensed as incurred. Development costs of proven mining properties not yet producing are capitalized at cost and classified as capitalized exploration costs under property, plant and equipment. Mineral property holding costs are charged to operations during the period if no significant exploration or development activities are being conducted on the related properties. Upon commencement of production, capitalized exploration and development costs would be amortized based on the estimated proven and probable reserves benefited. Mineral properties determined to be impaired or that are abandoned are written-down to the estimated fair value. Carrying values do not necessarily reflect present or future values. Property, Plant and Equipment . Included in property, plant and equipment is certain equipment, the carrying value of which has been adjusted, as a result of impairment tests, to its estimated fair value of $11.7 million and which is not being depreciated as it is not yet available for its intended use. The ultimate recoverable value of this equipment may be different than management's current estimate. We have additional property, plant and equipment which are recorded at cost less impairment charges and accumulated depreciation. Replacement costs and major improvements are capitalized. Maintenance and repairs are charged to expense as incurred. The cost and accumulated depreciation of assets retired or sold are removed from the accounts and any resulting gain or loss is reflected in operations. Furniture, office equipment and leasehold improvements are depreciated using the straight-line method over 5 to 10 years. The remaining property, plant and equipment are fully depreciated. Impairment of Long Lived Assets . We review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. If the sum of the expected future net cash flows to be generated from the use or eventual disposition of a long-lived asset (undiscounted and without interest charges) is less than the carrying amount of the asset, an impairment loss is recognized based on a determination of the asset's fair value. Fair value is generally determined by discounting estimated cash flows based on market participant expectations of those future cash flows, or applying a market approach that uses market prices and other relevant information generated by market transactions involving comparable assets. Foreign Currency. The U.S. dollar is our (and our foreign subsidiaries') functional currency. Monetary assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the rates of exchange in effect at the balance sheet dates. Non-monetary assets and liabilities are translated at historical rates and revenue and expense items are translated at average exchange rates during the reporting period, except for depreciation which is translated at historical rates. Translation gains and losses are included in the statement of operations. Stock Based Compensation . We maintain an equity incentive plan which provides for the grant of stock options to purchase our Class A common shares. We use the fair value method of accounting for stock options. The fair value of options granted to employees is computed using the Black-Scholes method as described in Note 9 and is expensed over the vesting period of the option. For non-employees, the fair value of stock based compensation is recorded as an expense over the vesting period or upon completion of performance. Consideration paid for shares on exercise of share options, in addition to the fair value attributable to stock options granted, is credited to capital stock. Stock options granted under the plan become fully vested and exercisable upon a change of control. Income Taxes . We use the liability method of accounting for income taxes. Deferred tax assets and liabilities are determined based on the differences between the tax basis of assets and liabilities and those amounts reported in the financial statements. The deferred tax assets or liabilities are calculated using the enacted tax rates expected to apply in the periods in which the differences are expected to be settled. Deferred tax assets are recognized to the extent that they are considered more likely than not to be realized. Use of Estimates . The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Net Income (Loss) Per Share . Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of Class A common shares outstanding during each period. Diluted net income per share reflects the potentially dilutive effects of outstanding stock options and convertible notes. In periods in which a loss is incurred, the effect of potential issuances of shares under stock options and convertible notes would be anti-dilutive, and therefore basic and diluted losses per share are the same in those periods. Convertible Notes . Convertible notes are initially recorded at estimated fair value and subsequently measured at amortized cost. The fair value is allocated between the equity and debt component parts based on their respective fair values at the time of issuance and recorded net of transaction costs. The equity portion of the convertible notes is estimated using the residual value method. The fair value of the debt component is accreted to the face value of the convertible notes using the effective interest rate method over the contractual life of the convertible notes, with the resulting charge recorded as interest expense. Investments. We determine the appropriate classification of investments in equity securities at acquisition and reevaluate such classifications at each reporting date. Investments in incorporated entities in which the Company has the ability to exercise significant influence over the investee and the Company's ownership is between 20% and 50% are accounted for by the equity method. Financial Instruments. Marketable equity securities are classified as available for sale with any gain or loss recorded in the statement of operations. If a decline in fair value of a security is determined to be other than temporary, an impairment loss is recognized. Cash and cash equivalents, deposits, advances and receivables are accounted for at cost which approximates fair value. Accounts payable, convertible notes, interest notes and contingent value rights are recorded at amortized cost. Amortized cost of accounts payable approximates fair value. |
Cash and Cash Equivalents_ (Tab
Cash and Cash Equivalents: (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Cash and Cash Equivalents: (Tables) [Abstract] | |
Cash and Cash Equivalents: | Note 4. Cash and Cash Equivalents: March 31, December 31, 2018 2017 Bank deposits $ 52,681,792 $ 39,649,888 Cash held in trust 58,880,292 88,500,000 Money market funds 21,043,918 9,522,830 Total $ 132,606,002 $ 137,672,718 |
Marketable Securities_ (Tables)
Marketable Securities: (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Marketable Securities: (Tables) [Abstract] | |
Marketable Securities: | Note 5. Marketable Securities: March 31, December 31, 2018 2017 Fair value at beginning of year $ 239,232 $ 541,216 Increase (decrease) in fair value 12,456 (301,984) Fair value at balance sheet date $ 251,688 $ 239,232 |
Property, Plant and Equipment_
Property, Plant and Equipment: (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Property, Plant and Equipment: (Tables) [Abstract] | |
Property, Plant and Equipment: | Note 6. Property, Plant and Equipment: Accumulated Cost Depreciation Net March 31, 2018 Machinery and equipment $ 11,677,534 $ - $ 11,677,534 Furniture and office equipment 583,382 (484,040) 99,342 Transportation equipment 489,560 (8,656) 480,904 Leasehold improvements 39,185 (7,896) 31,289 Mineral property 350,000 - 350,000 $ 13,139,661 $ (500,592) $ 12,639,069 Accumulated Cost Depreciation Net December 31, 2017 Machinery and equipment $ 11,677,534 $ - $ 11,677,534 Furniture and office equipment 587,126 (503,216) 83,910 Transportation equipment 489,560 - 489,560 Leasehold improvements 39,185 (7,655) 31,530 Mineral property 350,000 - 350,000 $ 13,143,405 $ (510,871) $ 12,632,534 |
Stock Based Compensation Plan22
Stock Based Compensation Plans: (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Stock Based Compensation Plans: (Tables) [Abstract] | |
Share option transactions | Stock option transactions for the three months ended March 31, 2018 and 2017 are as follows: 2018 2017 Shares Weighted Average Exercise Price Shares Weighted Average Exercise Price Options outstanding - beginning of period 5,091,565 $ 3.13 3,357,000 $ 2.84 Options granted - - 5,152,500 3.16 Options exercised - - (137,500) 2.89 Options expired (237,000) 3.70 (1,469,500) 2.89 Options outstanding - end of period 4,854,565 $ 3.10 6,902,500 $ 3.07 Options exercisable - end of period 4,279,568 $ 3.10 5,877,502 $ 3.05 |
Options outstanding and exercisable | The following table relates to stock options at March 31, 2018: Outstanding Options Exercisable Options Exercise Price Number Weighted Average Exercise Price Aggregate Intrinsic Value Weighted Average Remaining Contractual Term (Years) Number Weighted Average Exercise Price Aggregate Intrinsic Value Weighted Average Remaining Contractual Term (Years) $1.92 444,922 $1.92 $ 302,547 3.19 444,922 $1.92 $ 302,547 3.19 $2.69 125,000 $2.69 - 9.08 62,500 $2.69 - 9.08 $3.00 250,000 $3.00 - 0.20 250,000 $3.00 - 0.20 $3.15 3,544,643 $3.15 - 8.88 3,032,146 $3.15 - 8.88 $3.91 180,000 $3.91 - 7.25 180,000 $3.91 - 7.25 $4.02 310,000 $4.02 - 6.32 310,000 $4.02 - 6.32 $1.92 - $4.02 4,854,565 $3.10 $ 302,547 7.69 4,279,568 $3.10 $ 302,547 7.53 |
Weighted Average Assumptions | The weighted average fair value of the options granted in the first three months of 2017 was calculated at $1.05. The fair value of options granted was determined using the Black-Scholes model based on the following weighted average assumptions: 2017 Risk free interest rate 1.22% Expected term 2 years Expected volatility 59% Dividend yield nil |
Income Tax_ (Tables)
Income Tax: (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Income Tax: (Tables) [Abstract] | |
Income tax expense | Income tax expense for the years ended March 31, 2018 and 2017 differs from the amount that would result from applying Canadian tax rates to net loss before taxes. These differences result from the items noted below: 2018 2017 Amount % Amount % Income tax benefit based on Canadian tax rates $ (616,658) (25) $ (2,188,672) (25) Increase (decrease) due to: Different tax rates on foreign subsidiaries 52,269 2 (526,965) (6) Non-deductible expenses 30,919 1 1,819,837 21 Withholding tax 725,615 29 - Change in valuation allowance and other 407,145 17 895,800 10 $ 599,290 24 $ - - |
Net deferred income tax liability | The Company recorded income tax expense of $0.6 million and NIL for the three months ended March 31, 2018 and 2017, respectively. We have recorded a valuation allowance to reflect the estimated amount of the deferred tax assets which may not be realized, principally due to the uncertainty of utilization of net operating losses and other carry forwards prior to expiration. The valuation allowance for deferred tax assets may be reduced in the near term if our estimate of future taxable income changes. The components of the Canadian and U.S. deferred income tax assets and liabilities as of March 31, 2018 and December 31, 2017 were as follows: March 31, December 31, 2018 2017 Deferred income tax assets Net operating loss carry forwards $ 35,159,013 $ 35,964,366 Property, Plant and Equipment 3,227,602 3,227,745 Capital loss carry forwards 1,466,726 1,478,385 Other 157,500 204,209 40,010,841 40,874,705 Valuation allowance (39,854,089) (40,662,538) $ 156,752 $ 212,167 Deferred income tax liabilities Cash held in trust (12,364,861) (18,585,000) Other (32,265) (29,650) Net deferred income tax liability $ (12,240,374) $ (18,402,483) |
Loss Carryforwards | At March 31, 2018, we had the following Canadian tax loss carry forwards. Amounts are in U.S. dollars. Expires $ 2,027,252 2026 3,762,316 2027 14,340,235 2028 13,590,347 2029 16,790,118 2030 18,801,045 2031 5,454,395 2032 7,014,176 2033 10,105,421 2034 13,116,038 2035 15,594,556 2036 19,087,903 2037 952,249 2038 $ 140,636,051 |
The Company and Significant A24
The Company and Significant Accounting Policies: (Details Text) $ in Millions | Mar. 31, 2018USD ($) |
The Company and Significant Accounting Policies: [Abstract] | |
Siembra Minera beneficial ownership by Venezuela | 55.00% |
Siembra Minera beneficial ownership by Company | 45.00% |
Fair value of equipment | $ 11.7 |
New Accounting Policies_ (Detai
New Accounting Policies: (Details Text) $ in Millions | Mar. 31, 2018USD ($) |
New Accounting Policies: [Abstract] | |
Reclassification of unrealized holding gains | $ 0.1 |
Arbitral Award Settlement and26
Arbitral Award Settlement and Associated Mining Data Sale: (Details Text) $ in Millions | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Arbitral Award Settlement and Associated Mining Data Sale: [Abstract] | |
Total award | $ 740.3 |
Venezuela agreed to pay to satisfy award | 792 |
Venezuela agreed to pay for mining data | 240 |
Initial payment | 40 |
Additional twenty three payment amounts to be received | 29.5 |
Final payment amount to be received | $ 313.3 |
Amount of proceeds CVR holders entitled to | 5.466% |
Estimated cvr payable | $ 1.9 |
cvr distributed | $ 1.2 |
Bonus percentage of first two hundred million collected | 1.00% |
Bonus percentage thereafter | 5.00% |
Estimated bonus payable | $ 0.3 |
bonus distributed | $ 0.3 |
Cash and Cash Equivalents_ (Det
Cash and Cash Equivalents: (Details 1) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Cash And Cash Equivalents Details [Abstract] | ||
Bank deposits | $ 52,681,792 | $ 39,649,888 |
Cash held in trust | 58,880,292 | 88,500,000 |
Money market funds | 21,043,918 | 9,522,830 |
Total | $ 132,606,002 | $ 137,672,718 |
Cash and Cash Equivalents_ (D28
Cash and Cash Equivalents: (Details Text) $ in Millions | May 22, 2018USD ($) |
Cash And Cash Equivalents Details Text [Abstract] | |
Total funds transferred to bank account | $ 142.1 |
Total funds remaining in the Trust account | 45.4 |
Monthly payments pursuant to the settlement agreement unpaid | $ 177 |
Marketable Securities_ (Details
Marketable Securities: (Details 1) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Marketable Securities Details [Abstract] | |||
Fair value at beginning of year | $ 239,232 | $ 541,216 | |
Increase (decrease) in fair value | 12,456 | $ (301,984) | |
Fair value at balance sheet date | $ 251,688 | $ 239,232 |
Marketable Securities_ (Detai30
Marketable Securities: (Details Text) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Marketable Securities Details Text [Abstract] | ||
Marketable securities cost basis | $ 98,043 | $ 98,043 |
Property, Plant and Equipment31
Property, Plant and Equipment: (Details 1) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Property Plant And Equipment Details [Abstract] | ||
Cost: Machinery and equipment | $ 11,677,534 | $ 11,677,534 |
Accumulated Depreciation: Machinery and equipment | 0 | 0 |
Net: Machinery and equipment | 11,677,534 | 11,677,534 |
Cost: Furniture and office equipment | 583,382 | 587,126 |
Accumulated Depreciation: Furniture and office equipment | (484,040) | (503,216) |
Net: Furniture and office equipment | 99,342 | 83,910 |
Cost: Transportation equipment | 489,560 | 489,560 |
Accumulated Depreciation: Transportation equipment | (8,656) | |
Net: Transportation equipment | 480,904 | 489,560 |
Cost: Leasehold improvements | 39,185 | 39,185 |
Accumulated Depreciation: Leasehold improvements | (7,896) | (7,655) |
Net: Leasehold improvements | 31,289 | 31,530 |
Cost: Mineral property | 350,000 | 350,000 |
Accumulated Depreciation: Mineral property | 0 | 0 |
Net: Mineral property | 350,000 | 350,000 |
Total cost property, plant and equipment | 13,139,661 | 13,143,405 |
Total accumulated depreciation property, plant and equipment | (500,592) | (510,871) |
Total net property, plant and equipment | $ 12,639,069 | $ 12,632,534 |
Property, Plant and Equipment32
Property, Plant and Equipment: (Details Text) $ in Millions | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Property Plant And Equipment Details Text [Abstract] | |
Purchase of transportation equipment | $ 0.5 |
Empresa Mixta Ecosocialista S33
Empresa Mixta Ecosocialista Siembra Minera, S. (Details Text) $ in Millions | Mar. 31, 2018USD ($) |
Empresa Mixta Ecosocialista Siembra Minera, S. [Abstract] | |
Siembra Minera beneficial ownership by Venezuela | 55.00% |
Siembra Minera beneficial ownership by Company | 45.00% |
Cumulative expenditures associated with Siembra Minera | $ 9.2 |
KSOP Plan_ (Details Text)
KSOP Plan: (Details Text) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
KSOP Plan: [Abstract] | ||
Cash contributions to the plan | $ 0 | $ 234,000 |
Stock Based Compensation Plan35
Stock Based Compensation Plans: (Details 1) - $ / shares | 3 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Stock Based Compensation Plansdetails [Abstract] | ||||
Options outstanding - beginning of period | 5,091,565 | 3,357,000 | ||
Weighted average exercise price - options outstanding | $ 3.13 | $ 2.84 | ||
Options granted | 5,152,500 | |||
Weighted average exercise price - options granted | $ 3.16 | |||
Options exercised | (137,500) | |||
Weighted average exercise price - options exercised | $ 2.89 | |||
Options expired | (237,000) | (1,469,500) | ||
Weighted average exercise price - options expired | $ 3.70 | $ 2.89 | ||
Options outstanding - end of period | 4,854,565 | 6,902,500 | ||
Weighted average exercise price - options outstanding | $ 3.13 | $ 2.84 | $ 3.10 | $ 3.07 |
Options exercisable - end of period | 4,279,568 | 5,877,502 | ||
Weighted average exercise price - options exercisable | $ 3.10 | $ 3.05 |
Stock Based Compensation Plan36
Stock Based Compensation Plans: (Details 2) | 3 Months Ended |
Mar. 31, 2018USD ($)$ / sharesshares | |
Stock Based Compensation Plansdetails Two [Abstract] | |
Outstanding Options Number: $1.92 | shares | 444,922 |
Outstanding Options Weighted Average Exercise Price: $1.92 | $ / shares | $ 1.92 |
Outstanding Options Aggregate Intrinsic Value: $1.92 | $ | $ 302,547 |
Outstanding Options Weighted Average Remaining Contractual Term (Years): $1.92 | 3 years 69 days |
Exercisable Options Number: $1.92 | shares | 444,922 |
Exercisable Options Weighted Average Exercise Price: $1.92 | $ / shares | $ 1.92 |
Exercisable Options Aggregate Intrinsic Value: $1.92 | $ | $ 302,547 |
Exercisable Options Weighted Average Remaining Contractual Term (Years): $1.92 | 3 years 69 days |
Outstanding Options Number: $2.69 | shares | 125,000 |
Outstanding Options Weighted Average Exercise Price: $2.69 | $ / shares | $ 2.69 |
Outstanding Options Aggregate Intrinsic Value: $2.69 | $ | $ 0 |
Outstanding Options Weighted Average Remaining Contractual Term (Years): $2.69 | 9 years 29 days |
Exercisable Options Number: $2.69 | shares | 62,500 |
Exercisable Options Weighted Average Exercise Price: $2.69 | $ / shares | $ 2.69 |
Exercisable Options Aggregate Intrinsic Value: $2.69 | $ | $ 0 |
Exercisable Options Weighted Average Remaining Contractual Term (Years): $2.69 | 9 years 29 days |
Outstanding Options Number: $3.00 | shares | 250,000 |
Outstanding Options Weighted Average Exercise Price: $3.00 | $ / shares | $ 3 |
Outstanding Options Aggregate Intrinsic Value: $3.00 | $ | $ 0 |
Outstanding Options Weighted Average Remaining Contractual Term (Years): $3.00 | 73 days |
Exercisable Options Number: $3.00 | shares | 250,000 |
Exercisable Options Weighted Average Exercise Price: $3.00 | $ / shares | $ 3 |
Exercisable Options Aggregate Intrinsic Value: $3.00 | $ | $ 0 |
Exercisable Options Weighted Average Remaining Contractual Term (Years): $3.00 | 73 days |
Outstanding Options Number: $3.15 | shares | 3,544,643 |
Outstanding Options Weighted Average Exercise Price: $3.15 | $ / shares | $ 3.15 |
Outstanding Options Aggregate Intrinsic Value: $3.15 | $ | $ 0 |
Outstanding Options Weighted Average Remaining Contractual Term (Years): $3.15 | 8 years 321 days |
Exercisable Options Number: $3.15 | shares | 3,032,146 |
Exercisable Options Weighted Average Exercise Price: $3.15 | $ / shares | $ 3.15 |
Exercisable Options Aggregate Intrinsic Value: $3.15 | $ | $ 0 |
Exercisable Options Weighted Average Remaining Contractual Term (Years): $3.15 | 8 years 321 days |
Outstanding Options Number: $3.91 | shares | 180,000 |
Outstanding Options Weighted Average Exercise Price: $3.91 | $ / shares | $ 3.91 |
Outstanding Options Aggregate Intrinsic Value: $3.91 | $ | $ 0 |
Outstanding Options Weighted Average Remaining Contractual Term (Years): $3.91 | 7 years 91 days |
Exercisable Options Number: $3.91 | shares | 180,000 |
Exercisable Options Weighted Average Exercise Price: $3.91 | $ / shares | $ 3.91 |
Exercisable Options Aggregate Intrinsic Value: $3.91 | $ | $ 0 |
Exercisable Options Weighted Average Remaining Contractual Term (Years): $3.91 | 7 years 91 days |
Outstanding Options Number: $4.02 | shares | 310,000 |
Outstanding Options Weighted Average Exercise Price: $4.02 | $ / shares | $ 4.02 |
Outstanding Options Aggregate Intrinsic Value: $4.02 | $ | $ 0 |
Outstanding Options Weighted Average Remaining Contractual Term (Years): $4.02 | 6 years 117 days |
Exercisable Options Number: $4.02 | shares | 310,000 |
Exercisable Options Weighted Average Exercise Price: $4.02 | $ / shares | $ 4.02 |
Exercisable Options Aggregate Intrinsic Value: $4.02 | $ | $ 0 |
Exercisable Options Weighted Average Remaining Contractual Term (Years): $4.02 | 6 years 117 days |
Outstanding Options Number: $1.92 - $4.02 | shares | 4,854,565 |
Outstanding Options Weighted Average Exercise Price: $1.92 - $4.02 | $ / shares | $ 3.10 |
Outstanding Options Aggregate Intrinsic Value: $1.92 - $4.02 | $ | $ 302,547 |
Outstanding Options Weighted Average Remaining Contractual Term (Years): $1.92 - $4.02 | 7 years 252 days |
Exercisable Options Number: $1.92 - $4.02 | shares | 4,279,568 |
Exercisable Options Weighted Average Exercise Price: $1.92 - $4.02 | $ / shares | $ 3.10 |
Exercisable Options Aggregate Intrinsic Value: $1.92 - $4.02 | $ | $ 302,547 |
Exercisable Options Weighted Average Remaining Contractual Term (Years): $1.92 - $4.02 | 7 years 193 days |
Stock Based Compensation Plan37
Stock Based Compensation Plans: (Details 3) | 3 Months Ended |
Mar. 31, 2017 | |
Stock Based Compensation Plansdetails Three [Abstract] | |
Risk free interest rate | 1.22% |
Expected term | 2 years |
Expected volatility | 59.00% |
Dividend yield | 0.00% |
Stock Based Compensation Plan38
Stock Based Compensation Plans: (Details Text) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended | ||
Mar. 31, 2018 | Sep. 30, 2017 | Mar. 31, 2017 | |
Stock Based Compensation Plans Details Text [Abstract] | |||
Maximum number of options available under the plan | 8,750 | ||
Options available for grant | 1,822 | ||
Maximum term of options | 10 years | ||
Options granted during the period | 5,200 | ||
Options exercised during the period | 100 | ||
Proceeds to company from option exercises | $ 0.4 | ||
Non-cash compensation expense | $ 0.1 | $ 4.4 | |
Weighted average fair value of options granted | $ 1.05 | ||
Paid to retention unit plan participants | $ 7.7 | ||
Amount payable in event of change of control | $ 16.1 |
Convertible Notes and Interes39
Convertible Notes and Interest Notes: (Details Text) | 6 Months Ended |
Dec. 31, 2017 | |
Convertible Notes and Interest Notes: [Abstract] | |
summary convertible note settlement | In the third quarter of 2017, the Company settled all of its outstanding 11% Senior Secured Convertible Notes and Interest Notes due December 31, 2018 (the "2018 Notes"). Prior to settlement, the Company had a total of $59.1 million face value of 2018 Notes outstanding. Of these notes, $36.3 million were redeemed for cash and the Company paid an additional $6.4 million related to a 20% premium due on the redeemed notes and $0.2 million in interest to the redemption date. The remaining $22.8 million 2018 Notes were converted to approximately 7.6 million Class A common shares. As a result of the redemption or conversion of 2018 Notes, the Company recorded a $16.6 million loss on settlement of debt consisting of the $6.4 million premium paid and approximately $10.2 million of remaining unamortized discount. In October 2017, the Company redeemed for cash its remaining debt, which consisted of approximately $1.0 million face value of 5.5% Senior Subordinated Convertible Notes due June 15, 2022 (the "2022 Convertible Notes" |
Income Tax_ (Details 1)
Income Tax: (Details 1) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Income Tax Details One [Abstract] | ||
Income tax benefit based on Canadian tax rates | $ (616,658) | $ (2,188,672) |
Increase (decrease) due to: | ||
Different tax rates on foreign subsidiaries | 52,269 | (526,965) |
Non-deductible expenses | 30,919 | 1,819,837 |
Withholding tax | 725,615 | |
Change in valuation allowance and other | 407,145 | 895,800 |
Income tax | $ 599,290 | $ 0 |
Income Tax_ (Details 2)
Income Tax: (Details 2) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Deferred income tax assets | ||
Net operating loss carry forwards | $ 35,159,013 | $ 35,964,366 |
Property, Plant and Equipment | 3,227,602 | 3,227,745 |
Capital loss carry forwards | 1,466,726 | 1,478,385 |
Other deferred tax assets | 157,500 | 204,209 |
Total deferred tax assets | 40,010,841 | 40,874,705 |
Valuation allowance | (39,854,089) | (40,662,538) |
Net deferred tax asset | 156,752 | 212,167 |
Deferred income tax liabilities | ||
Cash held in trust | (12,364,861) | (18,585,000) |
Other deferred tax liability | (32,265) | (29,650) |
Net deferred income tax liability | $ (12,240,374) | $ (18,402,483) |
Income Tax_ (Details 3)
Income Tax: (Details 3) | Mar. 31, 2038USD ($) |
Income Tax Details Three [Abstract] | |
Canadian tax loss carryforward expiring 2026 | $ 2,027,252 |
Canadian tax loss carryforward expiring 2027 | 3,762,316 |
Canadian tax loss carryforward expiring 2028 | 14,340,235 |
Canadian tax loss carryforward expiring 2029 | 13,590,347 |
Canadian tax loss carryforward expiring 2030 | 16,790,118 |
Canadian tax loss carryforward expiring 2031 | 18,801,045 |
Canadian tax loss carryforward expiring 2032 | 5,454,395 |
Canadian tax loss carryforward expiring 2033 | 7,014,176 |
Canadian tax loss carryforward expiring 2034 | 10,105,421 |
Canadian tax loss carryforward expiring 2035 | 13,116,038 |
Canadian tax loss carryforward expiring 2036 | 15,594,556 |
Canadian tax loss carryforward expiring 2037 | 19,087,903 |
Canadian tax loss carryforward expiring 2038 | 952,249 |
Total Canadian tax loss carryforward | $ 140,636,051 |
Income Tax_ (Details Text)
Income Tax: (Details Text) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Income Tax Details Textabstract [Abstract] | ||
Income tax expense recorded by the Company | $ 0.6 | $ 0 |