Business Combinations | 9 Months Ended |
Sep. 30, 2013 |
Business Combinations: | ' |
Business Combination Disclosure | ' |
Brownfield Remediation |
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On October 27, 2008, the Company entered into an Exclusive Brownfield License Agreement with Solucorp Industries Ltd. Pursuant to the terms of the Agreement, Solucorp granted the Company an exclusive worldwide license of its MBS Process, for remediating Brownfield and Redevelopment Sites, with the exception of North America, Central America, South America, Russia and China. The Company was also granted a non-exclusive license for use of the MBS Process for the remediation of contaminated sites and superfund-like sites. The term of the Agreement is 15 years. In consideration for the rights granted under the Agreement, the Company issued 29,633 shares (post reverse stock split) of its common stock to Solucorp, valued in the amount of $4,000,000. In addition, the sum of $1,000,000 was payable to Solucorp within 12 months of October 27, 2008 according to an amendment to the original agreement. During 2011 the Company paid $160,000 of the agreed sum. The exclusive rights under the agreement have been terminated and the remaining $840,000 obligation was written off. During the year ended December 31, 2009, the Company recorded an impairment loss for the full value of the acquired technology. |
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YGE Mining |
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On November 21, 2011, the Company entered into a stock purchase agreement to purchase 477 shares of YGE Mining PLC. As payment for the 477 shares of YGE Mining PLC, the Company issued 20,000,000 shares of its unregistered common stock valued at $3,400,000. The transaction closed on December 8, 2011. On December 31, 2011, the Company wrote off the entire investment as an impairment loss. Current management is initiating an investigation into the circumstances of the acquisition and immediate write-off of this investment in December 2011 to determine if the transaction was valid, entered into in good faith and whether it can be rescinded. |
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Harrison Lake |
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On December 15, 2011, the Company entered into an agreement with Ansalt Multicommertz, a limited liability company organized under the laws of Liechtenstein, pursuant to which Ansalt assigned to the Company its 90% interest in the Harrison Lake (Talc) Creek Magnesium property in exchange for the issuance of 25,000,000 shares of restricted common stock of the Company. As part of the transaction the Company assumed an obligation to pay a vendor of Ansalt Multicommertz $400,000 of which $350,000 remained payable at June 30, 2013. The transaction closed and was recorded on the Company books on December 31, 2011. On December 31, 2011, the Company also wrote off the entire investment as an impairment loss. Current management has rescinded this transaction and the entire debt has been recorded to additional paid-in capital.. |
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MineSadco |
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Effective July 9, 2012, the Company entered into a Mineral Property Acquisition Agreement with MineSadco S.A., an Ecuadorian company. MineSadco was the owner of an undivided, 100% interest in a certain mineral property located in Canton Portovelo, El Oro Province, in the South of Ecuador. Pursuant to the terms of the agreement, the Company acquired the rights to commercially exploit 100% of the mineral rights to the Property for a period of twenty years. In consideration, the Company issued 120,000,000 restricted shares of its common stock to MineSadco at closing of the acquisition on July 15, 2012. In addition, if within eighteen months from the closing date certain production millstones will be completed, MineSadco will be entitled to additional shares representing up to 55% of the Company’s diluted capital at the closing date. At December 31, 2012 the Company determined that the carrying value of the investments may not be recoverable. Therefore, the Company recorded an allowance for impairment to reduce the carrying value to zero at December 31, 2012. |
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Effective June 30, 2013, the Company agreed with MineSadco to rescind the acquisition transaction. Accordingly, the 120,000,000 shares of common stock issued to MineSadco have been cancelled at September 30, 2013, and the impairment loss recorded at December 31, 2012 in the amount of $120,000 has been recovered and is reflected as Additional paid-in capital for the quarter ended September 30, 2013. |