Note 4. Mineral Properties | 12 Months Ended |
Dec. 31, 2013 |
Notes | ' |
Note 4. Mineral Properties | ' |
NOTE 4. Mineral Properties |
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In Alaska, the Company’s wholly owned subsidiary Kisa controls or has interests in five claim blocks consisting of 274 State of Alaska mining claims covering 42,280 acres. Four of the claim blocks making up 35,240 acres comprise the Company’s Southwest Kuskokwim Project and the remaining claim group consisting of 7,040 acres is the Company’s Buckstock Project. The Southwest Kuskokwim claim blocks are located in southwest Alaska approximately 90 miles east of the village of Bethel on State of Alaska-owned lands. The Buckstock claim group is located approximately 30-80 miles south of the Donlin Creek deposit and north of the Company’s Southwest Kuskokwim claim groups. |
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The following is a summary of the Company’s mineral properties in Alaska: |
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Alaska Mineral Properties | | Number of Claims | | Acres | | Carrying Value at December 31, 2013 | | Carrying Value at |
December 31, 2012 |
Southwest Kuskokwim Project | | | | | | | | |
AKO | | 73 | | 11,680 | | $ 2,543 | | $ 2,543 |
Luna | | 50 | | 8,000 | | - | | - |
Kisa | | 38 | | 5,840 | | 3,314 | | 3,314 |
Gold Lake | | 69 | | 9,720 | | 5,516 | | 5,516 |
TOTAL Southwest Kuskokwim Project | | 230 | | 35,240 | | 11,373 | | 11,373 |
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Buckstock Project | | | | | | | | |
Chilly | | 44 | | 7,040 | | - | | - |
TOTAL Buckstock Project | | 44 | | 7,040 | | - | | - |
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OVERALL TOTAL | | 274 | | 42,280 | | $ 11,373 | | $ 11,373 |
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In Alaska, the lands are held under and are subject to the State’s mining laws and regulations. The Company is required to perform certain work commitments and pay annual assessments to the State of Alaska to hold these claims in good standing. The annual work commitment and annual fees were fulfilled and all necessary fees and filings have been made for the season ended September 30, 2013. The commitments and annual assessments for 2014 will be due no later than November 30, 2014. See “Note 11. Commitments and Contingencies”. |
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North Fork Option Master Earn-in Agreement |
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On January 27, 2010, the Company, through its wholly owned subsidiary, Kisa signed an option agreement with North Fork Resources Pty Ltd (“North Fork”) which grants North Fork an exclusive option to purchase and/or earn an interest in the Company’s Southwest Kuskokwim Project area (“The Projects”). |
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Under the terms of the option and amendments thereto, North Fork made payments to the Company totaling $30,000 in 2010 for the exclusive right to explore the claims up until October 31, 2010. On October 18, 2010 North Fork formally notified the Company of their intent to exercise the option over the Alaska properties. The total of the two payments of $30,000 received from North Fork was recognized as income during the year ended December 31, 2010. |
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On March 28, 2011 the Master Earn-In agreement (“the Agreement”) with North Fork was executed which maintained the same terms as the originals terms. |
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On October 28, 2013, the Company and North Fork agreed to an extension on the first earn-in date from October 31, 2013 to October 31, 2014, this extension was later memorialized in an executed amendment dated February 12, 2014. As consideration for the one year extension, North Fork made a one-time extension payment to the Company in the amount of $30,000 which was recognized as income during the year ended December 31, 2013. |
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The following is a breakdown of the proposed earn-in terms, as amended: |
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1. The initial interest at the time North Fork exercises its option to earn into The Projects will be as follows: |
a. Gold Crest Mines, Inc. – 100% |
b. North Fork – 0% |
2. North Fork can earn a 51% interest in The Projects by the expenditure of $3,000,000 on The Projects by October 31, 2014. |
3. If North Fork withdraws from the Joint Venture prior to earning a 51% interest in The Projects, it will have no further interest in The Projects. |
4. North Fork can earn an additional 24% interest in The Projects, taking its total interest to 75% by the expenditure of an additional $3,000,000 by October 31, 2016. |
5. North Fork can earn a total interest of 90% in any of The Projects claim blocks by the completion of a Bankable Feasibility Study. |
6. Gold Crest Mines, Inc. will retain a free carried 10% interest in The Projects up to a Decision to Mine at which point it can elect to contribute at 10% or dilute to a 2% Net Smelter Royalty. |
7. North Fork is obliged to keep The Projects in good standing. |
8. North Fork is the sole manager of The Projects and will make all decisions in regards to the exploration programs. |
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Afranex Terms Sheet |
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On June 5, 2012, and later amended on August 28, 2012 and February 13, 2013, the Company signed a Terms Sheet with Afranex, a company related to the Company’s joint venture partner North Fork. On February 26, 2013, and later amended on March 26, 2013 and again on June 5, 2013, the Company executed a new version of the Terms Sheet with Afranex wherein Afranex proposed to purchase up to 100% of Kisa, Gold Crest’s wholly owned subsidiary, in one of two proposed options. The Kisa common shares represent 100% ownership of the capital stock of Kisa. |
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Kisa’s only assets include the Company’s Southwest Kuskokwim Project and the Buckstock Project areas which consist of exploration properties in southwest Alaska comprised of 42,280 acres of State of Alaska-owned lands. |
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One option is if the Company sells 100% of its ownership interest in Kisa to Afranex, Afranex would pay Gold Crest 12,500,000 shares of Afranex stock valued at AUD$0.20 per share and grant Gold Crest an Afranex ordinary share 4-year option to purchase 3,125,000 shares exercisable at AUD$0.25 per share. |
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Alternatively, if the Company sells 80% of its Kisa shares to Afranex, Afranex would pay Gold Crest 10,000,000 ordinary shares of Afranex stock valued at AUD$0.20 per share and grant Afranex an option to purchase the remaining 20% of the Kisa shares in consideration for Afranex ordinary shares valued at $500,000, on or before June 30, 2015. Gold Crest would be granted a 4-year option to purchase 2,500,000 ordinary Afranex shares at a price of AUD$0.25 per share. |
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The following is a breakdown of the main details of the Terms Sheet, which incorporates the final amendments to the terms sheet: |
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1. Consideration: |
a. Afranex agrees to pay Gold Crest the sum of $100,000 (of which $25,000 was advanced to Gold Crest from Afranex as of December 31, 2012 and a total of $80,000 as of December 31, 2013, and |
b. One option is if the Company sells 80% of its ownership interest in Kisa to Afranex, Afranex would issue Gold Crest 10,000,000 fully paid ordinary shares in the capital of Afranex at an issue price of AUD$0.20 per share, or that number of shares depending on the way Afranex decides to become an ASX-listed company (Consideration Shares) and grant Gold Crest 2,500,000 unlisted options to be issued fully paid, ordinary shares in Afranex, exercisable at AUD$0.25 per option and expiring four years from the date of grant. |
c. The alternative option would be if the Company sells 100% of its ownership interest in Kisa to Afranex, Afranex would pay Gold Crest 12,500,000 shares of Afranex stock valued at AUD$0.20 per share and grant Gold Crest an Afranex ordinary share 4-year option to purchase 3,125,000 shares exercisable at AUD$0.25 per share. |
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2. Completion of the Acquisition is conditional on the satisfaction (or waiver by the parties) of the certain conditions precedent such as due diligence by Afranex on Kisa, the approval of the board of Afranex as well as the approval of the shareholders of Gold Crest among other conditions. If these conditions are not satisfied or waived by January 31, 2014, this term sheet agreement will expire. See “Note 12. Subsequent Events – Afranex Terms Sheet Extension” for further details. |
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3. Settlement of the Acquisition will occur on that date which is five business days of satisfaction (or waiver) of the conditions precedent. At settlement of (b) or (c), Afranex will settle the consideration set forth above and Gold Crest will deliver the respective number of Kisa shares. In the event the Company only sells Afranex 80% of the Kisa shares, Gold Crest agrees that an incorporated joint venture is created between Afranex or Parent and Gold Crest in relation to Kisa on the terms and conditions of the joint venture, which, upon the commencement date, the initial shareholding interests in Kisa will be 80% Afranex and 20% Gold Crest. |
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4. If Gold Crest sells 80% of Kisa to Afranex, Afranex may, by written notice to Gold Crest at any time up to June 30, 2015, elect to acquire all (and not part) of Gold Crest’s remaining fully paid Kisa shares in return for the issue of AUD$500,000 worth of Afranex fully paid, ordinary shares if by IPO, or parent shares if Backdoor Listed, which is a corporate finance term that has the same meaning as reverse merger, reverse listing or reverse IPO. |
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5. Notwithstanding the fact that this Terms Sheet is legally binding on the Parties, Afranex and Gold Crest agree to enter into a formal share sale and purchase agreement to more fully document the terms of the Acquisition (to be prepared by Afranex’s solicitors) which shall be on terms acceptable to Kisa and Afranex (acting reasonably) and which shall be consistent with the terms set out in the Terms Sheet. |
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Afranex Loan Facility Agreement |
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On July 26, 2012, the Company signed a Loan Facility Agreement (“Loan”) in the amount of $15,000 with Afranex which entitled the Company to make individual draw downs in $5,000 increments of the Loan until the Loan has been exhausted to provide the Company with immediate working capital requirements. On October 26, 2012, the Company signed a first deed of variation to the Loan which increased the Loan amount from $15,000 to $25,000. |
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On February 13, 2013, the Company signed a second deed of variation to the Loan which increased the Loan amount from $25,000 to $80,000. The due date was also extended out to June 30, 2013. As of December 31, 2013, the Company had received the entire $80,000 and recorded the funds as a current liability. The funds are intended to be deducted from the $100,000 consideration per the Afranex terms sheet which subsequently was extended out to January 31, 2014 and on July 26, 2013, per the Third deed of variation to the loan facility agreement, the current liability of $80,000 has been extended out to January 31, 2014 also. See “Afranex Terms sheet” above and “Note 12. Subsequent Events – Afranex Loan Facility Agreement Extension” for further details. |
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