Convertible Note Payable and Short Term Loan | Convertible Note Payable and Short Term Loan a. [On November 27, 2009, Dominion Minerals Corp. (the Company) entered into and closed on a Convertible Loan Agreement (the Loan Agreement) to sell to non-US persons the convertible note due 2010 (the Note) in the aggregate principal amount of $2,000,000 and warrants to purchase up to 10,000,000 shares of the Companys common stock, par value $0.0001 per share (the Common Stock), with an exercise price of $0.15 per share for a total purchase price of $2,000,000. The Note matures one year after the date of issuance. The Note pays interest at a rate of 3-Month LIBOR plus 2.0% per annum, which is payable at maturity, and is convertible into shares of Common Stock at a conversion price equal to $0.10 per share (the Conversion Price). The Conversion Price is subject to adjustment for certain events, including the dividends, distributions or split of the Companys Common Stock, or in the event of the Companys consolidation, merger or reorganization. In the event of a conversion, accrued interest shall be automatically converted into common stock. In addition, the Company has the right to prepay the entire outstanding principal due under the Notes upon a three business day notice. The Companys obligations under the Loan Agreement and the Note are secured by the pledge of 5,000,000 shares of Cuprum Resources Corp., a corporation organized under the laws of the Republic of Panama (Cuprum), owned by the Company pursuant to a Pledge Agreement dated as of November 30, 2009 by and among the Company, Cuprum and the investor. The pledged shares represent all of the issued and outstanding equity shares of Cuprum. Warrants to purchase shares of Common Stock expired one year from the closing of the Note. On May 3, 2010, the Ministry of Commerce and Industry of the Republic of Panama declared the Companys Mineral Concession as a Mining Reserve by posting a Resolution in the Gaceta Oficial of Panama. Pursuant to the Resolution, no further exploration activities are to be performed on the concession site. The Company has disputed the declaration and Resolution by MICI and has commenced legal action against the Republic of Panama. Accordingly, the Company notified the Note Holder of such events and how it relates to their inability to perform pursuant to the terms of the Concession Agreement and subsequently the terms of the Note, to support its claim of a force majeure and its inability to repay the Note. To date, because of the Companys inability to resume exploration activities on the Mineral Concession, the Company has been unable to repay the Note and the Note Holder has not converted the Note. The Company incurred interest expense in the amounts of $45,613 for the years ended December 31, 2015 and 2014. As of December 31, 2015 and 2014, the total amount due for the Convertible Note payable is $2,277,550 and $2,231,937, respectively. b. On July 1, 2013, the Company executed 4 Convertible Promissory Notes (Convertible Promissory Notes) in the aggregate amount of $75,000. The Convertible Promissory Notes were payable in 1 year, bearing interest at a rate of 1% annum for the term of the note. On November 1, 2014, the Company and each Note Holder entered into an agreement to extend the maturity date of the Notes to the earlier of December 31, 2016 or the date of any award granted to the Company in the litigation action between the Company and the Republic of Panama. The Holders of the Convertible Promissory Notes may convert the principal amount for shares of the Companys common stock equal to the aggregate of 7.5% of the total issued and outstanding shares of the Companys common stock. The Company incurred interest expense in the amounts of $750 for the years ended December 31, 2015 and 2014. As of December 31, 2015 and 2014, the total amounts due for the Convertible Promissory Notes is $76,875 and $76,125, respectively. |