3. SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES | 6 Months Ended |
Apr. 30, 2014 |
Accounting Policies [Abstract] | ' |
Summary of Significant Accounting Principles | ' |
Accounting Method |
The Company’s consolidated financial statements are prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. |
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Principles of Consolidation |
These consolidated financial statements include the Company’s consolidated financial position, results of operations, and cash flows. All material intercompany balances and transactions have been eliminated in the accompanying consolidated financial statements. |
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Foreign Currency Translation |
The consolidated financial statements are presented in US dollars. |
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Cash and Cash Equivalents |
The Company classifies highly liquid temporary investments with an original maturity of three months or less when purchased as cash equivalents. The Company maintains cash balances at various financial institutions. Balances at US banks are insured by the Federal Deposit Insurance Corporation up to $250,000. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant risk for cash on deposit. As of April 30, 2014, the Company had no uninsured cash amounts. |
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Equipment |
Equipment consists of machinery, furniture and fixtures and software, which are stated at cost less accumulated depreciation and amortization. Depreciation is computed by the straight-line method over the estimated useful lives or lease period of the relevant asset, generally 3 -5 years. |
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Metal and Other Inventory |
Inventories were $53,733 and $66,485 as of April 30, 2014 and October 31, 2013, respectively. Inventories include doré. All inventories are stated at the lower of cost or market, with cost being determined using a weighted average cost method. Metal inventory costs include direct labor, materials, depreciation, as well as administrative overhead costs relating to mining activities. |
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Mineral Properties |
Costs of acquiring mineral properties are capitalized by project area upon purchase of the associated claims. Costs to maintain the mineral rights and leases are expensed as incurred. When a property reaches the production stage, the related capitalized costs will be amortized, using the units of production method on the basis of periodic estimates of ore reserves. |
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Mineral properties are periodically assessed for impairment of value and any diminution in value. |
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The Company has access to the camp by airplane. There is no road access from the camp to the project area where drilling and bulk sampling mining occurs. It is approximately 1 1/2 miles from camp to the project area. Power generation is by diesel generator at the camp. Fuel is brought in for the generators by a cargo plane to the airstrip. |
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Long-Lived Assets |
The Company reviews its long-lived assets for impairment when changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Long-lived assets under certain circumstances are reported at the lower of carrying amount or fair value. Assets to be disposed of and assets not expected to provide any future service potential to the Company are recorded at the lower of carrying amount or fair value (less the projected cost associated with selling the asset). To the extent carrying values exceed fair values, an impairment loss is recognized in operating results. As of April 30, 2014, there are no impairments recognized. |
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Alaska Reclamation and Remediation Liabilities |
The Company operates in Alaska. The State of Alaska Department of Natural Resources requires a pool of funds from all permittees with exploration and mining projects to cover reclamation. There is a $750 per acre disturbance reclamation bond that is required for disturbance of 5 acres or more and/or removal of more than 50,000 cubic yards of material. The Company exceeded the minimum requirements in 2013 and posted a reclamation bond of $22,358 on December 23, 2013. The amount was expensed as an exploration cost during the period. |
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Fair Value Measurements |
ASC Topic 820, Fair Value Measurement and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. This topic also establishes a fair value hierarchy, which requires classification based on observable and unobservable inputs when measuring fair value. The fair value hierarchy distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions (unobservable inputs). The hierarchy consists of three levels: |
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Level 1 – Quoted prices in active markets for identical assets and liabilities; |
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Level 2 – Inputs other than level one inputs that are either directly or indirectly observable; and |
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Level 3 – Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use. |
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Liabilities measured at fair value on a recurring basis are summarized as follows: |
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| | Fair Value Measurements Using Inputs | | | Carrying Amount at | |
Financial Instruments | | Level 1 | | | Level 2 | | | Level 3 | | | April 30, | |
2014 |
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Liabilities: | | | | | | | | | | | | |
Forward contract | | $ | - | | | $ | 523,920 | | | $ | - | | | $ | 523,920 | |
Derivative Instruments -Warrants | | $ | - | | | $ | 1,745,750 | | | $ | - | | | $ | 1,745,750 | |
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Total | | $ | - | | | $ | 2,269,670 | | | $ | - | | | $ | 2,269,670 | |
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| | Fair Value Measurements Using Inputs | | | Carrying Amount at | |
Financial Instruments | | Level 1 | | | Level 2 | | | Level 3 | | | October 31, | |
2013 |
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Liabilities: | | | | | | | | | | | | |
Forward contract | | $ | - | | | $ | 794,760 | | | $ | - | | | $ | 794,760 | |
Derivative Instruments -Warrants | | $ | - | | | $ | 2,000,000 | | | $ | - | | | $ | 2,000,000 | |
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Total | | $ | - | | | $ | 2,794,760 | | | $ | - | | | $ | 2,794,760 | |
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Market price and estimated fair value of common stock used to measure the Derivative Instruments-Warrants at April 30, 2014 and October 31, 2013: |
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Expected term (years) |
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| | April 30, | | | October 31, | | | | | | | | | |
2014 | 2013 | | | | | | | | |
Market price and estimated fair value of common stock: | | $ | 0.74 | | | $ | 1.06 | | | | | | | | | |
Exercise price | | $ | 0.59 | | | $ | 0.75 | | | | | | | | | |
Expected term (years) | | | 4 | | | | 4.8 | | | | | | | | | |
Dividend yield | | | - | | | | - | | | | | | | | | |
Expected volatility | | | 184 | % | | | 112 | % | | | | | | | | |
Risk-free interest rate | | | 1.69 | % | | | 0.95 | % | | | | | | | | |
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The risk-free rate of return reflects the interest rate for the United States Treasury Note with similar time-to-maturity to that of the warrants. |
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The recorded value of other financial assets and liabilities, which consist primarily of cash and cash equivalents, accounts receivable, other current assets, and accounts payable and accrued expenses approximate the fair value of the respective assets and liabilities at April 30, 2014 and October 31, 2013 based upon the short-term nature of the assets and liabilities. |
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Derivative Instruments – Warrants |
In May and June 2013, the Company received a total of $1.0 million and entered into Promissory Notes, Security |
Agreement, Loan Agreement and Warrants to Purchase Stock Agreement (collectively, the “Transaction Documents”) with BOCO Investments LLC (“BOCO”). |
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In addition, the Company issued Warrants to BOCO to purchase 2,500,000 shares of common stock at an exercise price that is the lesser of $0.75 per share or a price per share equal to eighty percent (80%) of the lowest price at which a common s hare in the Company has been issued in any round of financing commenced or closed after the date of the Warrants and prior to Holder’s exercise of its rights under the Warrants. The Warrants expire in 2018, five years from the issuance date. There are no registration requirements. The Trans action Documents place certain operating restrictions on the Company. |
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These warrants were not issued with the intent of effectively hedging any future cash flow, fair value of any asset, liability or any net investment in a foreign operation. Therefore, the fair value of these warrants were recorded as a liability in the consolidated balance sheet and are marked to market each reporting period until they are exercised or expire or otherwise extinguished. |
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During the second quarter of 2014, the Company recognized $254,250 of other income resulting from the decrease in the fair value of the warrant liability at April 30, 2014, as the value changed from the prior quarter. |
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Forward Sale and Loan Agreements |
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On March 20, 2013, the Company entered into forward sale and loan agreements with three accredited investors for an aggregate loan of $600,000. The Company was required to tender no less than 600 ounces of gold in bar form to the three accredited investors by September 15, 2013, but defaulted on this obligation. |
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On November 1, 2013, the Company settled with one of the parties that had a forward sale and loan agreement for 200 ounces of gold; the Company agreed to issue 310,000 shares of common stock valued at $1.08 per share at the time of issuance, or $334,800 and warrants for an additional 310,000 shares of common stock with an exercise price of $1.50 per share valued at $279,899, using the Black-Scholes method, in full settlement of all claims. The Company recorded a loss of $349,779 to settle this forward contract. As of the date of this filing, the Company is in default under the other agreements. One of the lenders, URenergy, LLC, obtained a judgment against the Company on March 31, 2014 for the amount of $204,143 plus attorneys’ fees and costs. Although the Company has attempted to negotiate a settlement of this judgment, no formal settlement agreement was reached and URenergy LLC has commenced proceedings to execute on its judgment. The Company is continuing to negotiate with the other lender, Snowmass Mining Co., LLC, who is owed $450,000 (payable in cash or gold), together with interest thereon from September 15, 2013. The Company has paid Snowmass the sum of $100,000 during the six-months ended April 30, 2014. |
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As of April 30, 2014, the value of the gold obligation is $500,000. The difference between the amount received and the fair value of the obligation will be recorded as additional interest expense or income at each reporting date based on the fair value of gold. During the six-months ended April 30, 2014, the Company recorded additional interest expense of $270,840 as the value of gold decreased from October 31, 2013. During the three months ended April 30, 2014, the Company repaid $100,000 of gold obligation in cash. |
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During the three months ended April 30, 2014, the Company entered into a forward sales for 48.563 oz. of gold bullion at $1,305 per oz. The Company has delivered 30 oz, of the gold bullion and has recorded the fair value of the remaining 18.563 oz. of gold as a forward contract in the amount of $23,920. |
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Mineral Exploration and Development Costs |
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All exploration expenditures are expensed as incurred. Significant property acquisition payments for active exploration properties are capitalized. If no minable ore body is discovered, previously capitalized costs are expensed in the period the property is abandoned. Expenditures to develop new mines, to define further mineralization in existing ore bodies, and to expand the capacity of operating mines, are capitalized and amortized on a unit of production basis over proven and probable reserves. |
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Should a property be abandoned, its capitalized costs are charged to operations. The Company charges to operations the allocable portion of capitalized costs attributable to properties abandoned. Capitalized costs are allocated to properties sold based on the proportion of claims sold to the claims remaining within the project area. |
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Provision for Income Taxes |
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Income taxes are provided based upon the liability method of accounting. Under this approach, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year-end. A valuation allowance is recorded against deferred tax assets if management does not believe the Company has met the “more likely than not” standard. |
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Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amount used for income tax purposes. |
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Net Loss Per Share |
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Basic loss per common share is computed by dividing net loss available to common shareholders by the weighted average number of shares of common stock outstanding for the periods presented. Diluted net loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that would then share in the income of the Company, subject to anti-dilution limitations. As of April 30, 2014, the Company had (i) warrants for the purchase of 14,068,880 common shares; (ii) 2,083,248 common shares related to convertible promissory notes; and (iii) 605,000 common shares related to the conversion of Series A Convertible Preferred Stock; which were considered but were not included in the computation of loss per share at April 30, 2014 because they would have been anti-dilutive. |
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Use of Estimates |
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The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and 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. |
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Recent Accounting Pronouncements |
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A variety of proposed or otherwise potential accounting standards are currently under study by standard setting organizations and various regulatory agencies. Due to the tentative and preliminary nature of those proposed standards, management has not determined whether implementation of such proposed standards would be material to the consolidated financial statements. |