Document_And_Entity_Informatio
Document And Entity Information (USD $) | 12 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2014 | Mar. 03, 2015 | Jun. 30, 2014 |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | FALSE | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Pershing Gold Corp. | ||
Entity Central Index Key | 1432196 | ||
Current Fiscal Year End Date | -19 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $62.40 | ||
Trading Symbol | PGLC | ||
Entity Common Stock, Shares Outstanding | 355,406,041 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $15,147,837 | $7,743,107 |
Restricted cash | 2,250,000 | 2,250,000 |
Other receivables | 0 | 17,276 |
Prepaid expenses and other current assets | 798,633 | 582,278 |
Total Current Assets | 18,196,470 | 10,592,661 |
NON - CURRENT ASSETS: | ||
Property and equipment, net | 6,398,221 | 6,450,640 |
Mineral rights | 16,786,912 | 16,786,912 |
Reclamation bond deposit | 25,000 | 25,000 |
Deposits | 0 | 3,884 |
Total Non - Current Assets | 23,210,133 | 23,266,436 |
Total Assets | 41,406,603 | 33,859,097 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued expenses | 714,291 | 624,753 |
Note payable - current portion | 24,423 | 23,036 |
Total Current Liabilities | 738,714 | 647,789 |
LONG-TERM LIABILITIES: | ||
Note payable - long term portion | 17,319 | 36,474 |
Asset retirement obligation | 798,605 | 0 |
Total Liabilities | 1,554,638 | 684,263 |
Commitments and Contingencies | ||
STOCKHOLDERS' EQUITY : | ||
Common stock ($.0001 Par Value; 800,000,000 and 500,000,000 Shares Authorized; 355,406,041 and 275,917,023 shares issued and 355,406,041 and 275,790,008 outstanding as of December 31, 2014 and 2013, respectively) | 35,541 | 27,592 |
Additional paid-in capital | 157,985,176 | 133,201,209 |
Treasury stock, at cost, (none and 127,015 shares as of December 31, 2014 and 2013, respectively) | 0 | -44,455 |
Accumulated deficit | -118,168,753 | -100,009,513 |
Total Stockholders' Equity | 39,851,965 | 33,174,834 |
Total Liabilities and Stockholders' Equity | 41,406,603 | 33,859,097 |
Convertible Series A Preferred Stock | ||
STOCKHOLDERS' EQUITY : | ||
Preferred stock, $0.0001 par value; 50,000,000 authorized | 0 | 0 |
Convertible Series B Preferred Stock | ||
STOCKHOLDERS' EQUITY : | ||
Preferred stock, $0.0001 par value; 50,000,000 authorized | 0 | 0 |
Convertible Series C Preferred Stock | ||
STOCKHOLDERS' EQUITY : | ||
Preferred stock, $0.0001 par value; 50,000,000 authorized | 0 | 0 |
Convertible Series D Preferred Stock | ||
STOCKHOLDERS' EQUITY : | ||
Preferred stock, $0.0001 par value; 50,000,000 authorized | 0 | 0 |
Convertible Series E Preferred Stock | ||
STOCKHOLDERS' EQUITY : | ||
Preferred stock, $0.0001 par value; 50,000,000 authorized | $1 | $1 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Preferred Stock, Par or Stated Value Per Share | $0.00 | $0.00 |
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 |
Common Stock, Par or Stated Value Per Share | $0.00 | $0.00 |
Common Stock, Shares Authorized | 800,000,000 | 500,000,000 |
Common Stock, Shares, Issued | 355,406,041 | 275,917,023 |
Common Stock, Shares, Outstanding | 355,406,041 | 275,790,008 |
Treasury stock, at cost, shares | 0 | 127,015 |
Convertible Series A Preferred Stock | ||
Preferred Stock, Par or Stated Value Per Share | $0.00 | $0.00 |
Preferred Stock, Shares Authorized | 2,250,000 | 2,250,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Convertible Series B Preferred Stock | ||
Preferred Stock, Par or Stated Value Per Share | $0.00 | $0.00 |
Preferred Stock, Shares Authorized | 8,000,000 | 8,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Convertible Series C Preferred Stock | ||
Preferred Stock, Par or Stated Value Per Share | $0.00 | $0.00 |
Preferred Stock, Shares Authorized | 3,284,396 | 3,284,396 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Convertible Series D Preferred Stock | ||
Preferred Stock, Par or Stated Value Per Share | $0.00 | $0.00 |
Preferred Stock, Shares Authorized | 7,500,000 | 7,500,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Convertible Series E Preferred Stock | ||
Preferred Stock, Par or Stated Value Per Share | $0.00 | $0.00 |
Preferred Stock, Shares Authorized | 15,151 | 15,151 |
Preferred Stock, Shares Issued | 9,425 | 11,185 |
Preferred Stock, Shares Outstanding | 9,425 | 11,185 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Net revenues | $0 | $0 |
Operating expenses: | ||
Compensation and related taxes | 4,957,877 | 7,076,696 |
Exploration cost | 5,894,920 | 3,204,629 |
Consulting fees | 1,266,820 | 1,579,211 |
General and administrative expenses | 4,339,556 | 3,830,117 |
Total operating expenses | 16,459,173 | 15,690,653 |
Loss from operations | -16,459,173 | -15,690,653 |
Other income (expenses): | ||
Warrant settlement expense | 0 | -45,484 |
Realized gain - available for sale securities | 0 | 1,656,333 |
Interest expense and other finance costs, net of interest income of $27 and $0, respectively | -4,037 | -23,584 |
Total other income (expenses) - net | -4,037 | 1,587,265 |
Loss before provision for income taxes | -16,463,210 | -14,103,388 |
Provision for income taxes | 0 | 0 |
Net loss | -16,463,210 | -14,103,388 |
Preferred deemed dividend | -1,696,030 | -4,101,659 |
Net loss available to common stockholders | ($18,159,240) | ($18,205,047) |
Net loss per common share, basic and diluted | ($0.06) | ($0.07) |
Weighted average common shares outstanding - Basic and Diluted | 304,445,177 | 272,620,776 |
CONSOLIDATED_STATEMENTS_OF_OPE1
CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Interest income | $27 | $0 |
CONSOLIDATED_STATEMENTS_OF_CHA
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (USD $) | Total | Consultant | Officers, Directors and Employee | Common Stock | Common Stock | Common Stock | Additional Paid-in Capital | Additional Paid-in Capital | Additional Paid-in Capital | Treasury Stock | Accumulated Deficit | Preferred Stock - Series A | Preferred Stock - Series B | Preferred Stock - Series C | Preferred Stock - Series D | Preferred Stock - Series E | Preferred Stock - Series E |
USD ($) | USD ($) | USD ($) | USD ($) | Consultant | Officers, Directors and Employee | USD ($) | Consultant | Officers, Directors and Employee | USD ($) | USD ($) | Preferred Stock | Preferred Stock | Preferred Stock | Preferred Stock | Preferred Stock | ||
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | |||||||||
Balance at Dec. 31, 2012 | $31,274,387 | $26,659 | $113,052,194 | ($81,804,466) | |||||||||||||
Balance (in shares) at Dec. 31, 2012 | 266,592,023 | ||||||||||||||||
Distributions to former parent company | -15,066 | -15,066 | |||||||||||||||
Issuance of stock to placement agent in connection with sale of stock (in shares) | 67 | ||||||||||||||||
Issuance of preferred stock for cash | 10,227,079 | 10,227,078 | 1 | ||||||||||||||
Issuance of preferred stock for cash (in shares) | 10,466 | ||||||||||||||||
Repurchase of common stock | -44,455 | -44,455 | |||||||||||||||
Issuance of stock in connection with the conversion of a promissory note into a current private placement | 645,480 | 645,480 | |||||||||||||||
Issuance of stock in connection with the conversion of a promissory note into a current private placement ( in shares) | 652 | ||||||||||||||||
Stock-based compensation in connection with restricted common stock grants | 2,685,815 | 2,685,815 | |||||||||||||||
Issuance of restricted common stock | 696,362 | 1,389,986 | 360 | 573 | 696,002 | 1,389,413 | |||||||||||
Issuance of restricted common stock (in shares) | 3,600,000 | 5,725,000 | |||||||||||||||
Stock-based compensation in connection with options granted to employees and consultants | 355,694 | 355,694 | |||||||||||||||
Stock-based compensation in connection with the assumed options and warrants attributable to post-combination services | 27,861 | 27,861 | |||||||||||||||
Stock-based compensation in connection with modification of terms of stock options | 35,079 | 35,079 | |||||||||||||||
Preferred stock deemed dividend in connection with the sale of preferred stock | 4,101,659 | -4,101,659 | |||||||||||||||
Cancellation of treasury stock | 0 | ||||||||||||||||
Net loss | -14,103,388 | -14,103,388 | |||||||||||||||
Balance at Dec. 31, 2013 | 33,174,834 | 27,592 | 133,201,209 | -44,455 | -100,009,513 | 1 | |||||||||||
Balance (in shares) at Dec. 31, 2013 | 275,917,023 | 11,185 | |||||||||||||||
Repurchase of common stock | -181,421 | -181,421 | |||||||||||||||
Issuance of restricted common stock | 72,668 | 366 | 72,302 | ||||||||||||||
Issuance of restricted common stock (in shares) | 3,660,000 | ||||||||||||||||
Stock-based compensation in connection with options granted to employees and consultants | 92,763 | 92,763 | |||||||||||||||
Issuance of common stock for cash | 20,817,453 | 7,157 | 20,810,296 | ||||||||||||||
Issuance of common stock for cash (in shares) | 71,568,546 | ||||||||||||||||
Issuance of common stock in connection with the conversion of preferred stock | 528 | -528 | |||||||||||||||
Issuance of common stock in connection with the conversion of preferred stock (in shares) | 5,280,000 | -1,760 | |||||||||||||||
Preferred stock deemed dividend | 1,696,030 | -1,696,030 | |||||||||||||||
Stock-based compensation in connection with vested restricted common stock grants | 2,431,555 | 2,431,555 | |||||||||||||||
Reversal of previously recognized compensation for awards that did not vest | -92,677 | -92,677 | |||||||||||||||
Cancellation of treasury stock | -225,876 | -102 | -225,774 | 225,876 | |||||||||||||
Cancellation of treasury stock (in shares) | -1,019,528 | ||||||||||||||||
Net loss | -16,463,210 | -16,463,210 | |||||||||||||||
Balance at Dec. 31, 2014 | $39,851,965 | $35,541 | $157,985,176 | ($118,168,753) | $1 | ||||||||||||
Balance (in shares) at Dec. 31, 2014 | 355,406,041 | 9,425 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | ($16,463,210) | ($14,103,388) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 1,020,232 | 969,311 |
Accretion | 11,200 | 0 |
Realized gain - available for sale securities | 0 | -1,656,333 |
Stock-based compensation | 2,504,309 | 5,190,797 |
Changes in operating assets and liabilities: | ||
Restricted cash | 0 | -2,250,000 |
Other receivables | 17,276 | 60,088 |
Prepaid expenses and other current assets | -212,471 | -79,441 |
Reclamation bond deposit | 0 | 4,620,533 |
Accounts payable and accrued expenses | 89,538 | 5,669 |
NET CASH USED IN OPERATING ACTIVITIES | -13,033,126 | -7,242,764 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Net proceeds received from the sale of marketable securities | 0 | 1,656,333 |
Purchase of property and equipment | -180,408 | -33,175 |
NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES | -180,408 | 1,623,158 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from sale of common stock, net of issuance costs | 20,817,453 | 0 |
Proceeds from sale of preferred stock, net of issuance costs | 0 | 10,227,079 |
Purchase of treasury stock | -181,421 | -44,455 |
Payments on notes payable | -17,768 | -23,036 |
Distribution to former parent company | 0 | -15,066 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 20,618,264 | 10,144,522 |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 7,404,730 | 4,524,916 |
CASH AND CASH EQUIVALENTS- beginning of year | 7,743,107 | 3,218,191 |
CASH AND CASH EQUIVALENTS- end of year | 15,147,837 | 7,743,107 |
Cash paid for: | ||
Interest | 4,064 | 4,968 |
Income taxes | 0 | 0 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Issuance of preferred stock in connection with the conversion of a promissory note and accrued interest into a current private placement | 0 | 645,480 |
Preferred stock deemed dividend | 1,696,030 | 4,101,659 |
Increase in property and equipment as a result of recognition of asset retirement obligation | 787,405 | 0 |
Cancellation of treasury stock | $225,876 | $0 |
ORGANIZATION_AND_DESCRIPTION_O
ORGANIZATION AND DESCRIPTION OF BUSINESS | 12 Months Ended |
Dec. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS |
Organization | |
Pershing Gold Corporation (the “Company”), formerly named Sagebrush Gold Ltd., was incorporated under the laws of the State of Nevada on August 2, 2007. The Company is a gold and precious metals exploration company pursuing exploration and development opportunities primarily in Nevada. The Company is currently focused on exploration of its Relief Canyon properties in Pershing County in northwestern Nevada. None of the Company’s properties contain proven and probable reserves, and all of the Company’s activities on all of its properties are exploratory in nature. | |
On August 30, 2011, the Company, through its wholly-owned subsidiary, Gold Acquisition Corp. (“Gold Acquisition”), acquired the Relief Canyon Mine property (“Relief Canyon”) located in Pershing County, near Lovelock, Nevada, for an aggregate purchase price consisting of $12,000,000 cash and $8,000,000 in senior secured convertible promissory notes. | |
A wholly-owned subsidiary, Pershing Royalty Company, a Delaware corporation, was formed on May 17, 2012 to hold royalty interests in two gold exploration properties. | |
A wholly-owned subsidiary, EXCX Funding Corp., a Nevada corporation was formed in January 2011 and held the note payable - related party, which was exchanged for the Company’s Series E Convertible Preferred Stock (“Series E Preferred Stock”) and warrants in August 2013 and was cancelled. On April 6, 2014 EXCX Funding Corp. was liquidated and dissolved. | |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended | ||
Dec. 31, 2014 | |||
Accounting Policies [Abstract] | |||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Basis of Presentation and Principle of Consolidation | |||
The consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“US GAAP”) and present the consolidated financial statements of the Company and its majority-owned subsidiaries as of December 31, 2014. In the preparation of the consolidated financial statements of the Company, intercompany transactions and balances have been eliminated. | |||
For the year-ended December 31, 2013, the Company disclosed that there was substantial doubt about the Company’s ability to continue as a going concern to carry out its business plan. For the year-ended December 31, 2014 the Company alleviated the substantial doubt as a result of the Company raising approximately $20.8 million in net proceeds from equity financings during the year-ended December 31, 2014. | |||
Use of Estimates and Assumptions | |||
In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated balance sheet, and revenues and expenses for the period then ended. Actual results may differ significantly from those estimates. Significant estimates made by management include, but are not limited to, the useful life of property and equipment, amounts and timing of closure obligations, the assumptions used to calculate fair value of options and warrants granted, beneficial conversion on convertible notes payable and preferred stock, capitalized mineral rights, asset valuations, and the fair value of common stock issued. | |||
Cash and Cash Equivalents | |||
The Company considers all highly liquid investments with a maturity of three months or less when acquired to be cash equivalents. The Company places its cash with high credit quality financial institutions. The Company’s accounts at these institutions are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. At December 31, 2014, the Company had bank balances exceeding the FDIC insurance limit on interest bearing accounts. To reduce its risk associated with the failure of such financial institutions, the Company evaluates at least annually the rating of the financial institution in which it holds deposits. | |||
Restricted Cash | |||
Restricted cash consists of cash and investments which are held as collateral under a surface management surety bond issued on the Company’s behalf. | |||
Marketable securities | |||
Marketable securities consist of the Company’s investment in publicly traded equity securities and are generally restricted for sale under Federal securities laws. The Company’s policy is to liquidate securities received when market conditions are favorable for sale. Since these securities are often restricted, the Company is unable to liquidate them until the restriction is removed. Marketable securities that are bought and held principally for the purpose of selling them in the near term are classified as trading securities and reported at fair value, with unrealized gains and losses included in earnings. Pursuant to ASC Topic 320, “Investments — Debt and Equity Securities,” the Company’s marketable securities have a readily determinable and active quoted price, such as from NASDAQ, NYSE Euronext, the Over the Counter Bulletin Board, or the OTC Markets Group. | |||
Trading securities are carried at fair value, with changes in unrealized holding gains and losses included in income and classified within interest and other income, net, in the accompanying consolidated statements of operations. | |||
Available for sale securities are carried at fair value, with changes in unrealized gains or losses are recognized as an element of comprehensive income based on changes in the fair value of the security. Once liquidated, realized gains or losses on the sale of marketable securities available for sale are reflected in the net income (loss) for the period in which the security was liquidated. | |||
Fair Value of Financial Instruments | |||
The Company adopted ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”), for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements, establishes a framework for measuring fair value and expands disclosure about such fair value measurements. The adoption of ASC 820 did not have an impact on the Company’s financial position or operating results, but did expand certain disclosures. | |||
ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. | |||
These inputs are prioritized below: | |||
Level 1: | Observable inputs such as quoted market prices in active markets for identical assets or liabilities | ||
Level 2: | Observable market-based inputs or unobservable inputs that are corroborated by market data | ||
Level 3: | Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions. | ||
The Company analyzes all financial instruments with features of both liabilities and equity under the FASB’s accounting standard for such instruments. Under this standard, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. | |||
The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, prepaid expenses, accounts payable and accrued expenses approximate their estimated fair market values based on the short-term maturity of these instruments. The carrying amount of the note payable at December 31, 2014 approximates its respective fair value based on the Company’s incremental borrowing rate. | |||
Prepaid Expenses and Other Current Assets | |||
Prepaid expenses of $798,633 and $582,278 at December 31, 2014 and 2013, respectively, consist primarily of costs paid for future services which will occur within a year. Prepaid expenses principally include prepayments for consulting and business advisory services, insurance premiums, drilling services, and mineral lease fees which are being amortized over the terms of their respective agreements. | |||
Mineral Property Acquisition and Exploration Costs | |||
Costs of lease, exploration, carrying and retaining unproven mineral lease properties are expensed as incurred. The Company expenses all mineral exploration costs as incurred as it is still in the exploration stage. If the Company were to identify proven and probable reserves in its investigation of its properties and upon development of a plan for operating a mine, it would enter the development stage and capitalize future costs until production is established. When a property reaches the production stage, the related capitalized costs are amortized using the units-of-production method over the estimated life of the proven and probable reserves. If in the future the Company has capitalized mineral properties, these properties will be periodically assessed for impairment. | |||
To date, the Company has not established the commercial feasibility of any exploration prospects; therefore, all exploration costs are expensed. During the years ended December 31, 2014 and 2013, the Company incurred exploration cost of $5,894,920 and $3,204,629, respectively. | |||
ASC 930-805, “Extractive Activities-Mining: Business Combinations” (“ASC 930-805”), states that mineral rights consist of the legal right to explore, extract, and retain at least a portion of the benefits from mineral deposits. Acquired mineral rights are considered tangible assets under ASC 930-805. ASC 930-805 requires that mineral rights be recognized at fair value as of the acquisition date. As a result, the direct costs to acquire mineral rights are initially capitalized as tangible assets. Mineral rights include costs associated with acquiring patented and unpatented mining claims. | |||
ASC 930-805-30-1 and 30-2 provides that in fair valuing mineral rights, an acquirer should take into account both: | |||
⋅ The value beyond proven and probable reserves (“VBPP”) to the extent that a market participant would include VBPP in determining the fair value of the assets. | |||
⋅ The effects of anticipated fluctuations in the future market price of minerals in a manner that is consistent with the expectations of market participants. | |||
Property and equipment | |||
Property and equipment are carried at cost. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. Depreciation is calculated on a straight-line basis over the estimated useful life of the assets, generally one to twenty five years. | |||
Impairment of long-lived assets | |||
The Company accounts for the impairment or disposal of long-lived assets according to the ASC 360 “Property, Plant and Equipment”. | |||
The Company continually monitors events and changes in circumstances that could indicate that the carrying amounts of long-lived assets, including mineral rights, may not be recoverable. Long-lived assets in the exploration stage are monitored for impairment based on factors such as the Company’s continued right to explore the area, exploration reports, assays, technical reports, drill results and the Company’s continued plans to fund exploration programs on the property, and whether sufficient work has been performed to indicate that the carrying amount of the mineral property cost carried forward as an asset will not be fully recovered. The tests for long-lived assets in the exploration stage are monitored for impairment based on factors such as current market value of the long-lived assets and results of exploration, future asset utilization, business climate, mineral prices and future undiscounted cash flows expected to result from the use of the related assets. | |||
Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated future net undiscounted cash flows expected to be generated by the asset. When necessary, impaired assets are written down to estimated fair value based on the best information available. Estimated fair value is generally based on either appraised value or measured by discounting estimated future cash flows. Considerable management judgment is necessary to estimate discounted future cash flows. Accordingly, actual results could vary significantly from such estimates. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The Company did not record any charges for impairment of its long-lived assets at December 31, 2014 and 2013, respectively. | |||
Asset Retirement Obligations | |||
Asset retirement obligations (“ARO”), consisting primarily of estimated mine reclamation and closure costs at the Company’s Relief Canyon property, are recognized in the period incurred and when a reasonable estimate can be made, and recorded as liabilities at fair value. Such obligations, which are initially estimated based on discounted cash flow estimates, are accreted to full value over time through charges to accretion expense. Corresponding asset retirement costs are capitalized as part of the carrying amount of the related long-lived asset and depreciated over the asset’s remaining useful life. Asset retirement obligations are periodically adjusted to reflect changes in the estimated present value resulting from revisions to the estimated timing or amount of reclamation and closure costs. The Company reviews and evaluates its asset retirement obligations annually or more frequently at interim periods if deemed necessary. | |||
Income taxes | |||
The Company accounts for income taxes pursuant to the provision of ASC 740-10, “Accounting for Income Taxes” (“ASC 740-10”) which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized. | |||
The Company follows the provision of ASC 740-10 related to Accounting for Uncertain Income Tax Positions. When tax returns are filed, there may be uncertainty about the merits of positions taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. | |||
Tax positions that meet the more likely than not recognition threshold are measured at the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefit associated with tax positions taken that exceed the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. | |||
The Company believes its tax positions are all more likely than not to be upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits. | |||
The Company has adopted ASC 740-10-25, “Definition of Settlement”, which provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively settled upon the completion and examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open. The federal and state income tax returns of the Company are subject to examination by the IRS and state taxing authorities, generally for three years after they are filed. | |||
Stock-based Compensation | |||
Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718, “Compensation — Stock Compensation”, which requires recognition in the consolidated financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. | |||
Pursuant to ASC Topic 505-50, “Equity Based Payments to Non-employees”, for share-based payments to consultants and other third-parties, compensation expense is determined at the “measurement date.” The expense is recognized over the vesting period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company initially records compensation expense based on the fair value of the award at the reporting date. | |||
Treasury Stock | |||
Treasury stock is accounted for using the cost method, with the purchase price of the common stock recorded separately as a deduction from stockholders’ equity. | |||
Recent Accounting Pronouncements | |||
In July 2013, the FASB issued ASU 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists” (“ASU 2013-11”). ASU 2013-11 provides guidance on the presentation of unrecognized tax benefits related to any disallowed portion of net operating loss carryforwards, similar tax losses, or tax credit carryforwards, if they exist. ASU 2013-11 is effective for fiscal years beginning after December 15, 2013. The adoption of ASU 2013-11 is not expected to have a material impact on the Company’s consolidated financial statements. | |||
In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements—Going Concern.” The provisions of ASU No. 2014-15 require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this ASU are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. The Company is currently assessing the impact of ASU No. 2014-15 on the Company’s consolidated financial statements once adopted. | |||
Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures. | |||
MARKETABLE_SECURITIES
MARKETABLE SECURITIES | 12 Months Ended |
Dec. 31, 2014 | |
Marketable Securities [Abstract] | |
MARKETABLE SECURITIES | NOTE 3 — MARKETABLE SECURITIES |
In January 2013, the Company sold the remaining 1,513,333 shares of American Strategic Minerals Corp. common stock it owned in a private transaction and generated net proceeds of $151,333. Between February 2013 and May 2013, the Company sold 25,000,000 shares of Valor Gold Corp. common stock in private transactions and generated net proceeds of $1,505,000. The Company recorded a realized gain — available for sale securities of $0 and $1,656,333 during the years ended December 31, 2014 and 2013, respectively. | |
MINERAL_PROPERTIES
MINERAL PROPERTIES | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Mineral Industries Disclosures [Abstract] | ||||||||
MINERAL PROPERTIES | NOTE 4 — MINERAL PROPERTIES | |||||||
Relief Canyon Properties | ||||||||
The Relief Canyon properties are located in Pershing County about 100 miles northeast of Reno, Nevada and at the southern end of the Humboldt Range. The Relief Canyon properties do not currently have any mineral reserves and all activities undertaken and currently proposed are exploratory in nature. | ||||||||
Relief Canyon Mine | ||||||||
Through the Company’s wholly-owned subsidiary, Gold Acquisition, the Company owns 238 unpatented lode mining claims and 120 unpatented millsite claims, and leases approximately 1,600 acres of land, at the Relief Canyon Mine property. The property includes the Relief Canyon Mine and gold processing facilities, currently in a care and maintenance status. The Relief Canyon Mine includes three open pit mines, heap leach pads comprised of six cells, two solution ponds and a cement block constructed adsorption desorption-recovery (ADR) solution processing circuit. The ADR type process plant consists of four carbon columns, acid wash system, stripping vessel, and electrowinning cells. The process facility was completed in 2008 by Firstgold Corp and produced gold until 2009 and is currently in care and maintenance status. | ||||||||
The facilities are generally in good condition. Most of the Relief Canyon Mine property is burdened by a production royalty equal to 2% of net smelter returns payable to Battle Mountain Gold Exploration LLC (now owned by Royal Gold). | ||||||||
Pershing Pass Property | ||||||||
The Pershing Pass property consists of over 700 unpatented mining claims covering approximately 12,000 acres and a mining lease covering approximately 600 acres. The Pershing Pass property also includes approximately 490 unpatented lode mining claims covering approximately 9,700 acres that the Company acquired from Silver Scott Mines in March 2012 and approximately 283 unpatented lode mining claims covering about 5,660 acres owned directly by a Victoria Gold Corp. subsidiary prior to our purchase. Victoria Gold has reserved a 2% net smelter return production royalty on the 221 claims that are located outside the area of interest related to the Newmont Leased property, discussed below. The Pershing Pass property also includes 17 unpatented mining claims acquired from a third party in April 2012 subject to a 2% net smelter return royalty, 17 unpatented mining claims that the Company located in mid-2012, and approximately 635 acres of private lands that the Company leased in January 2013. | ||||||||
The primary term of the lease is ten years, which may be extended as long as mineral development work continues on the property. Production from the lease is subject to a 2% net smelter return royalty on all metals produced other than gold, and to a royalty on gold indexed to the gold price, ranging from 2% at gold prices of less than $500 per ounce to 3.5% at gold prices over $1,500 per ounce. Prior to one year after commercial production, the Company can repurchase up to 3% of the royalty on gold production at the rate of $600,000 for each 1%. | ||||||||
In September 2013, the Company entered into a lease agreement and purchase option with Wolf Pack Gold (Nevada) Corp for 19 unpatented mining claims covering approximately 400 acres in the Pershing Pass Property. The lease grants the Company exclusive rights to conduct mineral exploration, development and mining and an exclusive option to purchase the claims. The primary term of the lease is ten years, which may be extended as long as mineral exploration, development, or mining work continues on the property. Production from the lease is subject to a 1% net smelter return royalty on precious metals and a 0.5% net smelter royalty on all other metals produced from the lease. Prior to production, and starting in September 2016, the Company is required to pay a $10,000 per year advance minimum royalty payment to Wolf Pack Gold. The advance minimum royalty remains at $10,000 per year until September 2023 and then increases to $12,500 per year. The advance royalty payment increases to $15,000 per year in September 2028 and $20,000 per year in September 2033. The advance minimum royalty payments are due on or before the anniversary dates of the lease agreement. If the Company decides to exercise the purchase option, which is exercisable at any time, it can acquire the 19 unpatented mining claims from Wolf Pack Gold for $250,000. | ||||||||
Newmont Leased Properties | ||||||||
On April 5, 2012, the Company purchased from Victoria Gold Corp. and Victoria Resources (US) Inc. their interest in approximately 13,300 acres of mining claims and private lands adjacent to the Company’s landholdings at the Relief Canyon Mine in Pershing County, Nevada. Victoria Gold has reserved a 2% net smelter return royalty from the production on 221 of the 283 unpatented mining claims that it owned directly. | ||||||||
Approximately 8,900 acres of the lands that the Company acquired from Victoria Gold Corporation are a leasehold interest comprised of unpatented mining claims and private lands subject to a 2006 Mineral Lease and Sublease with Newmont USA Ltd. (“Newmont”), which the Company refers to as the Newmont Leased property. The Newmont Leased property consists of 155 unpatented lode mining claims owned by Newmont comprising approximately 2,800 acres, approximately 4,900 acres of privately-owned fee minerals leased by Newmont from the owners, and 62 unpatented mining claims that were owned by Victoria within the Newmont Leased property and area of interest. | ||||||||
In order to maintain the 2006 Minerals Lease and Sublease with Newmont, the Company was required to spend approximately $1.0 million in exploration expenses in 2013. The Company has satisfied this 2013 direct drilling work commitment. Starting in 2014, the Company is required to spend $0.5 million per year on exploration expenditures or pay Newmont rental payments of $10 per acre per year. The rental payments will escalate by 5% per year. The Company has also satisfied the 2014, 2015 and 2016 direct drilling work commitments. Under the current terms of the 2006 Minerals Lease and Sublease and commencing in 2014, the annual rent, if the Company elects not to or fails to incur at least $0.5 million in exploration expenditures, would be approximately $0.1 million. Because the Company has satisfied the direct drilling work commitment for 2014, 2015 and 2016, it will not incur annual rental payments in 2014, 2015 or 2016. The Company will be required to expend $0.5 million in additional direct drilling expenditures in 2017 in order to avoid the annual rental payment requirement. | ||||||||
Pursuant to the 2006 Minerals Lease and Sublease, the Company is subject to a 3% to 5% net smelter royalty tied to the gold price in the event Newmont elects not to pursue the Venture Option and quitclaims the claims and leased lands to the Company. The 5% net smelter royalty would apply if the monthly average gold price is equal to or greater than $400 per ounce. In addition, the Company is subject to a 2.5% net smelter returns royalty payable to the underlying lessor on approximately 800 acres of the Newmont Leased properties under the 1994 Mining Lease and a 3.5% net smelter returns royalty payable to the underlying lessor on approximately 495 acres of the Newmont Leased properties under the 1999 Mining Lease; these royalties would offset the Newmont royalty down to 2%. | ||||||||
On January 14, 2015, the Company entered into an Asset Purchase Agreement dated January 13, 2015 with Newmont pursuant to which the Company acquired certain properties and rights to properties that had been previously leased and subleased to the Company by Newmont. These properties and rights are included in the approximately 25,000 acres of Relief Canyon properties located in and near the Company’s Relief Canyon Project in Pershing County, Nevada that the Company has held since April 2012. The purchase price paid by the Company was $6.0 million. The Company also agreed to a two percent (2%) net smelter returns production royalty payable to Newmont on the Newmont Claims and the Leased Properties. The closing of the transactions contemplated by the Asset Purchase Agreement, which are described below, was completed on January 15, 2015 (see Note 13). | ||||||||
General | ||||||||
The Company has posted a statewide bond with the United States Department of the Interior Bureau of Land Management (“BLM”) as required by the State of Nevada in an amount of approximately $5.4 million, which is approximately $220,000 in excess of the coverage requirement as of December 31, 2014, to reclaim land disturbed in its exploration and mining operations. Previously the Company posted a reclamation bond deposit in the amount equal to the bond requirement with the BLM. | ||||||||
In November 2013 the Company replaced the bond deposit by issuing a surface management surety bond in the amount of $5.0 million through a third-party insurance underwriter, which was increased to $5.4 million in October 2014. | ||||||||
In order to issue the surface management surety bond the Company was required to place 45% of the original $5.0 million bond ($2,250,000) in a collateral account. No further collateral was required for the bond increase in October 2014. The funds deposited in the collateral account have been classified as restricted cash on the Company’s balance sheet as of December 31, 2014. | ||||||||
As of December 31, 2014, based on management’s review of the carrying value of mineral rights, management determined that there is no evidence that the cost of these acquired mineral rights will not be fully recovered and accordingly, the Company has determined that no adjustment to the carrying value of mineral rights was required. | ||||||||
As of the date of these consolidated financial statements, the Company has not established any proven or probable reserves on its mineral properties and has incurred only acquisition and exploration costs. | ||||||||
Mineral properties consisted of the following: | ||||||||
December 31, | December 31, | |||||||
2014 | 2013 | |||||||
Relief Canyon Mine — Gold Acquisition | $ | 8,501,071 | $ | 8,501,071 | ||||
Relief Canyon Mine — Newmont Leased Properties | 7,709,441 | 7,709,441 | ||||||
Pershing Pass Property | 576,400 | 576,400 | ||||||
$ | 16,786,912 | $ | 16,786,912 | |||||
PROPERTY_AND_EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Property, Plant and Equipment [Abstract] | |||||||||||
PROPERTY AND EQUIPMENT | NOTE 5 — PROPERTY AND EQUIPMENT | ||||||||||
Property and equipment consisted of the following: | |||||||||||
Estimated Life | December 31, | December 31, | |||||||||
2014 | 2013 | ||||||||||
Furniture and fixtures | 5 years | $ | 56,995 | $ | 56,995 | ||||||
Office and computer equipment | 1 - 5 years | 402,835 | 234,518 | ||||||||
Land | — | 266,977 | 266,977 | ||||||||
Building and improvements | 5 - 25 years | 817,187 | 730,068 | ||||||||
Site costs | 10 years | 1,407,465 | 1,272,732 | ||||||||
Crushing system | 20 years | 2,495,865 | 2,256,943 | ||||||||
Process plant and equipment | 10 years | 3,504,964 | 3,169,442 | ||||||||
Vehicles and mining equipment | 5 - 10 years | 699,025 | 695,825 | ||||||||
9,651,313 | 8,683,500 | ||||||||||
Less: accumulated depreciation | -3,253,092 | -2,232,860 | |||||||||
$ | 6,398,221 | $ | 6,450,640 | ||||||||
For the years ended December 31, 2014 and 2013, depreciation expense amounted to $1,020,232 and $969,311 respectively. | |||||||||||
NOTES_PAYABLE
NOTES PAYABLE | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Notes Payable [Abstract] | ||||||||
NOTES PAYABLE | NOTE 6 — NOTES PAYABLE | |||||||
In August 2012, the Company issued a note payable in the amount of $92,145 in connection with the acquisition of mining equipment. The note payable bears interest at approximately 7% per annum and is secured by a lien on the mining equipment. The note is payable in 48 equal monthly payments of $2,226 beginning in September 2012. During the years ended December 31, 2014 and 2013, the Company incurred interest expense of $4,064 and $4,968, respectively. Notes payable — short and long term portion consisted of the following: | ||||||||
December 31, | December 31, | |||||||
2014 | 2013 | |||||||
Total notes payable | $ | 41,742 | $ | 59,510 | ||||
Less: current portion | -24,423 | -23,036 | ||||||
Long term portion | $ | 17,319 | $ | 36,474 | ||||
ASSET_RETIREMENT_OBLIGATIONS
ASSET RETIREMENT OBLIGATIONS | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Asset Retirement Obligation Disclosure [Abstract] | |||||
ASSET RETIREMENT OBLIGATIONS | NOTE 7 – ASSET RETIREMENT OBLIGATIONS | ||||
In conjunction with the permit approval permitting the Company to resume mining in the existing open pits at the Relief Canyon Mine during the third quarter of 2014, the Company has recorded an asset retirement obligation based upon the reclamation plan submitted in connection with the permit. | |||||
The following table summarizes activity in the Company’s ARO: | |||||
December 31, | |||||
2014 | |||||
Balance, beginning of year | $ | - | |||
Accretion expense | 11,200 | ||||
Reclamation expenditures | - | ||||
Additions and changes in estimates | 787,405 | ||||
Balance, end of year | $ | 798,605 | |||
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2014 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 8 — RELATED PARTY TRANSACTIONS |
Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions. | |
Continental Resources Group, Inc. | |
In January 2013, the Company paid $15,066 of Continental’s expenses. The Company recorded such advances to additional paid in capital which represents distributions to the Company’s former parent company for a total of $0 and $15,066 at December 31, 2014 and 2013, respectively. Continental was dissolved on February 27, 2013. | |
STOCKHOLDERS_EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Stockholders' Equity Note [Abstract] | |||||||||
STOCKHOLDERS' EQUITY | NOTE 9 — STOCKHOLDERS’ EQUITY | ||||||||
Preferred Stock | |||||||||
The Company is authorized within the limitations and restrictions stated in the Amended and Restated Articles of Incorporation to provide by resolution or resolutions for the issuance of 50,000,000 shares of Preferred Stock, par value $0.0001 per share in such series and with such designations, preferences and relative, participating, optional or other special rights and qualifications, limitations or restrictions as the Company’s Board of Directors establish. | |||||||||
Series A Convertible Preferred Stock | |||||||||
As of December 31, 2014 and 2013, 2,250,000 shares of Series A Preferred Stock, $0.0001 par value were authorized with none issued and outstanding. | |||||||||
Series B Convertible Preferred Stock | |||||||||
As of December 31, 2014 and 2013, 8,000,000 shares of Series B Preferred Stock, $0.0001 par value were authorized with none issued and outstanding. | |||||||||
Series C Convertible Preferred Stock | |||||||||
As of December 31, 2014 and 2013, 3,284,396 shares of Series C Preferred Stock, $0.0001 par value were authorized with none issued and outstanding. | |||||||||
9% Series D Cumulative Preferred Stock | |||||||||
As of December 31, 2014 and 2013, there were 7,500,000 shares of Series D Preferred Stock authorized and none issued and outstanding. | |||||||||
Series E Preferred Stock | |||||||||
On August 5, 2013, the Company designated 15,151 shares of Series E Convertible Preferred Stock. Each share of Series E is convertible into shares of the Company’s common stock at a conversion rate of 3,000 shares of common stock for each share of Series E which is equivalent to a conversion price of $0.33 per share of common stock, subject to certain adjustments in the event of stock dividends, stock splits and subsequent equity sales. | |||||||||
The holders of the Series E Preferred Stock will vote on an as-converted basis on all matters on which the holders of the common stock have a right to vote. The Company may, at any time after February 8, 2014, redeem all then outstanding Series E Preferred Stock for cash in an amount equal to 110% of the purchase price for the Series E Preferred Stock, provided that the optional redemption provisions are met as defined in the certificate of designation. Upon liquidation, dissolution or winding up of the Company, each holder of Series E Preferred Stock is entitled to receive the greater of: (i) 110% of the purchase price of the Series E Preferred Stock, and (ii) the amount each holder would be entitled to receive if such holder’s shares of Series E Preferred Stock were converted into common stock. Upon a change of control, all outstanding shares of Series E Preferred Stock will automatically convert into shares of common stock and the holders will also be entitled to receive a cash payment equal to 10% of the purchase price paid for the Series E Preferred Stock. The Company believes that the occurrence of the optional redemption is considered a conditional event and as a result the instrument does not meet the definition of mandatorily redeemable financial instrument based from ASC 480-10-25, “Distinguishing Liabilities from Equity”. | |||||||||
In August 2013, the Company completed private placements to several accredited investors for the purchase of 10,533 shares of the Company’s Series E Convertible Preferred Stock and warrants to acquire 12,639,600 shares of the Company’s common stock for aggregate net proceeds of approximately $10.2 million. Each purchaser of Series E received a 3-year warrant to acquire a number of shares of the Company’s common stock equal to 40% of the number of shares of common stock issuable upon conversion of the Series E shares. The warrants are immediately exercisable at an exercise price of $0.40 per share of the Company’s common stock, subject to adjustments in the event of stock dividends, recapitalizations or certain other transactions and expire three years from the date of issuance. The purchase price of one share of Series E Preferred Stock and the associated warrant was $990. | |||||||||
In accordance with ASC 505, “Equity - Dividends and Stock Splits”, the Series E Preferred Stock was considered to have an embedded beneficial conversion feature because the conversion price was less than the fair value of the Company’s common stock. The Series E Preferred Stock was fully convertible at the issuance date, therefore a portion of proceeds allocated to the Series E Preferred Stock was determined to be the value of the beneficial conversion feature and was recorded as a preferred deemed dividend. In connection with the initial sales of the Series E Preferred Stock, the initial estimated fair value allocated to the beneficial conversion feature was $2,188,792 and the fair value allocated to the warrants of $1,912,867 was recorded as a preferred deemed dividend in August 2013. | |||||||||
The assumptions used in valuing the warrants include: | |||||||||
Risk free interest rate (annual) | 0.61% to 0.82% | ||||||||
Expected volatility | 86% | ||||||||
Expected life | 3 Years | ||||||||
Assumed dividends | none | ||||||||
In connection with these private placements, the Company paid legal fees of approximately $124,000 and commissions of approximately $76,000 in cash and the issuance of warrants to purchase 13,590 shares of the Company’s common stock. | |||||||||
Additionally, Mr. Honig exchanged the outstanding principal and accrued interest of $645,480 owed by the Company under a Credit Facility Agreement for 652 shares of Series E Convertible Preferred Stock and warrants to acquire 782,400 shares of the Company’s common stock on equivalent terms to those of investors purchasing in the private placement. | |||||||||
During February and March 2014 certain holders of the Company’s Series E Preferred Stock converted 1,529 shares into 4,587,000 shares of common stock of the Company in accordance with the Series E Preferred Stock certificate of designation. The conversion rate applied to these exchanges was 3,000 shares of common stock for each share of Series E Preferred Stock which was equivalent to a conversion price of $0.33 per share of common stock. | |||||||||
During April 2014 a certain holder of the Company’s Series E Preferred Stock converted 50 shares into 150,000 shares of common stock of the Company in accordance with the Series E Preferred Stock certificate of designation. The conversion rate applied to these exchanges was 3,000 shares of common stock for each share of Series E Preferred Stock which was equivalent to a conversion price of $0.33 per share of common stock. | |||||||||
During July 2014 certain holders of the Company’s Series E Preferred Stock converted 181 shares into 543,000 shares of common stock of the Company in accordance with the Series E Preferred Stock certificate of designation. The conversion rate applied to these exchanges was 3,000 shares of common stock for each share of Series E Preferred Stock which was equivalent to a conversion price of $0.33 per share of common stock. | |||||||||
As of December 31, 2014 and 2013, there were 15,151 shares of Series E Preferred Stock authorized and 9,425 and 11,185 shares issued and outstanding, respectively. | |||||||||
As a result of the October 2014 private placement, the conversion price for the Series E Preferred Stock was reduced effective October 20, 2014 from $0.33 to $0.28 per share of Series E Preferred Stock (the “Adjusted Conversion Price”). Following this adjustment, each share of Series E Preferred Stock is convertible into the number of shares of Common Stock obtained by dividing the Series E Original Issue Price (as defined in the Certificate of Designation), of is $990.00, by the Adjusted Conversion Price, resulting in each share of Series E Preferred Stock being convertible into approximately 3,535.714 shares of Common Stock. A total of 9,425 shares of Series E Preferred Stock remain outstanding, and as a result of the adjustment, are convertible into approximately 33,324,114 shares of Common Stock in the aggregate, compared to 28,275,000 shares of Common Stock prior to the adjustment. The adjusted conversion price generated additional value to the convertibility feature of the Series E Preferred Stock. Accordingly, the Company recorded a deemed dividend of approximately $1.7 million for the additional value of the beneficial conversion feature. | |||||||||
Common Stock | |||||||||
Private Placements | |||||||||
The Company completed two private placements in the third quarter of 2014. In the first private placement, the Company issued 26,578,854 Units on July 2, 2014 and an additional 2,461,760 Units on July 14, 2014, with each Unit comprised of one share of Common Stock (the “Unit Shares”) and a 30 month warrant (the “Warrant”) to purchase 0.4 of a share of Common Stock (the “Warrant Shares”) at an exercise price of $0.45, for a total of 29,040,614 shares of Common Stock and Warrants to acquire an additional 11,616,222 shares of Common Stock, all pursuant to subscription agreements (each, a “Subscription Agreement”) and a unit purchase agreement (the “Unit Purchase Agreement”) entered into with accredited investors. The gross proceeds totaled approximately $9.8 million and net proceeds of approximately $8.9 million after commissions and expenses. | |||||||||
The Warrants sold as part of the Units are exercisable immediately at an exercise price of $0.45 per share of Common Stock, subject to adjustment in the event of stock dividends, recapitalizations or certain other transactions. The Warrants will expire on January 2, 2017. Certain FINRA broker-dealers acted on behalf of the Company and were paid aggregate cash commissions of approximately $784,000 and expenses of approximately $136,000 and were issued 30 month warrants to purchase an aggregate of 2,125,391 shares of Common Stock at an exercise price of $0.34. | |||||||||
In the second private placement, the Company issued 6,813,645 Units on July 30, 2014, with each Unit comprised of one share of Common Stock and a 30 month warrant to purchase 0.4 of a share of Common Stock at an exercise price of $0.45, for a total of 6,813,645 shares of Common Stock and Warrants to acquire an additional 2,725,454 shares of Common Stock, all pursuant to subscription agreements and a unit purchase agreement entered into with accredited investors. The gross proceeds totaled approximately $2.3 million and the net proceeds totaled approximately $2.2 million after commissions and expenses. In connection with this private placement, certain FINRA broker-dealers acted on behalf of the Company and were paid aggregate cash commissions of approximately $100,000 and expenses of approximately $18,000 and were issued 30 month warrants to purchase an aggregate of 342,855 shares of Common Stock at an exercise price of $0.34. | |||||||||
Additionally, the Company paid a total of approximately $174,000 of legal fees in connection with the July 2014 private placements thereby resulting in total net proceeds of $10.9 million to the Company. | |||||||||
On October 20, 2014, the Company issued 35,714,287 shares of Common Stock in a private placement with accredited investors. The gross proceeds totaled approximately $10.0 million and net proceeds of approximately $9.9 million after commissions and expenses. The Company paid a total of approximately $102,000 of legal fees in connection with the October 2014 private placements. | |||||||||
Common stock for services | |||||||||
On February 12, 2013, the Company granted an aggregate of 6,700,000 shares of restricted common stock to a director of the Company and certain employees and consultants of the Company, which were valued at fair market value on the date of grant at approximately $3,417,000 or $0.51 per share. These restricted shares vest one third at the end of each of the first three years from the date of issuance. | |||||||||
On November 1, 2013, pursuant to an employment agreement, the Company granted 125,000 shares of restricted common stock to an employee of the Company which was valued at fair market value on the date of grant at approximately $0.36 per share. These restricted shares vest one third at the end of each of the first three years from the date of issuance. | |||||||||
On December 16, 2013, the Company granted an aggregate of 2,500,000 shares of restricted common stock to certain employees and consultants of the Company, which were valued at fair market value on the date of grant at approximately $875,000 or $0.35 per share. The shares granted to employees (1,300,000) vest one third on the date of grant and one third at the end of each of the years ending two and three years after the date of issuance. These remaining restricted shares issued to consultants vest one third at the end of each of the first three years from the date of issuance. | |||||||||
On January 1, 2014, pursuant to an employment agreement, the Company granted 250,000 shares of restricted common stock to an employee of the Company which were valued at fair market value on the date of grant at approximately $0.35 per share. These restricted shares vest one third at the end of each of the first three years from the date of issuance. | |||||||||
On June 11, 2014, the Company and Mr. Steve Alfers, the Company’s CEO, entered into the Second Amendment to the Restricted Stock Agreement (the “Alfers Amendment”) to amend that certain Restricted Stock Agreement, dated as of May 13, 2013, and amended by the First Amendment to the Restricted Stock Agreement dated December 23, 2013 by and between the Company and Mr. Alfers. Pursuant to the Alfers Amendment, the vesting of 1,666,500 restricted shares, of a total of 5,000,000 restricted shares that were granted on June 18, 2012, was extended from June 18, 2014 to March 14, 2015. 1,666,500 shares had previously vested in March 2014 and the vesting schedule for the remaining 1,667,000 shares vesting on June 18, 2015 remains unchanged. | |||||||||
On December 11, 2014, the Company granted an aggregate of 344,828 shares of restricted stock units to the Company’s non-employee members of the board of directors. The fair market value on the date of grant was approximately $99,700 or $0.29 per share. The restricted stock units vest over a one year period. For each vested restricted stock unit, the holder will be entitled to receive one unrestricted share of the Company's common stock upon the holder's termination of service on the Company's board of directors or upon a change in control. | |||||||||
On December 16, 2014, the Company granted an aggregate of 3,410,000 shares of restricted common stock to certain employees and consultants of the Company, which were valued at fair market value on the date of grant at approximately $954,800 or $0.28 per share. These restricted shares vest one third at the end of each of the first three years from the date of issuance. | |||||||||
During the years ended December 31, 2014 and 2013, the Company recorded stock-based compensation expense in connection with restricted stock awards of $2,504,223 and $4,772,162, respectively. During the year ended December 31, 2014, the Company reversed $76,007 of previously recognized compensation cost related to restricted stock awards that did not vest due to the holder’s termination of employment. At December 31, 2014, there was a total of $1,993,193 unrecognized compensation expense in connection with restricted stock awards. | |||||||||
Common Stock Options | |||||||||
A summary of the Company’s stock options as of December 31, 2014 and 2013 and changes during the period are presented below: | |||||||||
Number of | Weighted | Weighted Average | |||||||
Options | Average | Remaining | |||||||
Exercise Price | Contractual Life | ||||||||
(Years) | |||||||||
Balance at December 31, 2012 | 35,298,000 | $ | 0.42 | 8.45 | |||||
Granted | 350,000 | 0.42 | 10 | ||||||
Exercised | — | — | — | ||||||
Forfeited | -2,748,000 | 1.17 | 8.59 | ||||||
Cancelled | — | — | — | ||||||
Balance at December 31, 2013 | 32,900,000 | 0.4 | 8.18 | ||||||
Granted | — | — | — | ||||||
Exercised | — | — | — | ||||||
Forfeited | -300,000 | 0.34 | 7.97 | ||||||
Cancelled | — | — | — | ||||||
Balance outstanding at December 31, 2014 | 32,600,000 | $ | 0.4 | 7.18 | |||||
Options exercisable at end of year | 32,600,000 | $ | 0.4 | ||||||
Options expected to vest | — | ||||||||
Weighted average fair value of options granted during the period | $ | — | |||||||
At December 31, 2014 there was no intrinsic value for the stock options outstanding in the above table. During the years ended December 31, 2014 and 2013, the Company recorded stock based compensation expense related to options of $92,763 and $383,555, respectively. During the year ended December 31, 2014, the Company reversed $16,670 of previously recognized compensation cost related to stock option awards that did not vest due to the holder’s termination of employment. At December 31, 2014, there was no unrecognized compensation expense as all outstanding options have vested. | |||||||||
Common Stock Warrants | |||||||||
A summary of the Company’s outstanding stock warrants as of December 31, 2014 and 2013 and changes during the period then ended is as follows: | |||||||||
Number of Warrants | Weighted Average | Weighted Average | |||||||
Exercise Price | Remaining | ||||||||
Contractual | |||||||||
Life (Years) | |||||||||
Balance at December 31, 2012 | 16,255,779 | $ | 0.54 | 2.42 | |||||
Granted | 13,435,590 | 0.4 | 3 | ||||||
Cancelled | -3,446,748 | 0.65 | 0.6 | ||||||
Forfeited | — | — | — | ||||||
Exercised | — | — | — | ||||||
Balance at December 31, 2013 | 26,244,621 | $ | 0.45 | 2.22 | |||||
Granted | 16,809,922 | 0.43 | 2.5 | ||||||
Cancelled | — | — | — | ||||||
Forfeited | -5,000,000 | 0.6 | — | ||||||
Exercised | — | — | — | ||||||
Balance at December 31, 2014 | 38,054,543 | $ | 0.43 | 1.83 | |||||
Warrants exercisable at December 31, 2014 | 38,054,543 | $ | 0.43 | 1.83 | |||||
Weighted average fair value of warrants granted during the year ended December 31, 2014 | $ | 0.43 | |||||||
In May 2013, the Company paid a total of $45,484 in connection with the cancellation of 3,446,748 warrants to acquire the Company’s common stock. This was reflected as warrant settlement expense in the Company’s Statement of Operations during the year ended December 31, 2013. | |||||||||
In August 2013, as part of the Series E Preferred Stock private placement, the Company issued a total of 13,435,590 3-year warrants to purchase shares of the Company’s common stock at an exercise price of $0.40 per share. | |||||||||
In April 2014, 5,000,000 warrants to purchase shares of the Company’s common stock at a price of $0.60 per share were forfeited as the warrants were not exercised prior to their expiration date. | |||||||||
The Company completed two private placements in July 2014. In the first private placement, the Company granted 30 month warrant to purchase 11,616,222 shares of Common Stock at an exercise price of $0.45 | |||||||||
The Warrants sold as part of the Units are exercisable immediately at an exercise price of $0.45 per share of Common Stock, subject to adjustment in the event of stock dividends, recapitalizations or certain other transactions. The Warrants will expire on January 2, 2017. Certain FINRA broker-dealers acted on behalf of the Company and were paid aggregate cash commissions of approximately $784,000 and expenses of approximately $136,000 and were issued 30 month warrants to purchase an aggregate of 2,125,391 shares of Common Stock at an exercise price of $0.34. | |||||||||
In the second private placement, the Company granted 30 month warrant to purchase 2,725,454 shares of Common Stock, all pursuant to subscription agreements and a unit purchase agreement entered into with accredited investors. In connection with this private placement, certain FINRA broker-dealers acted on behalf of the Company and were paid aggregate cash commissions of approximately $100,000 and expenses of approximately $18,000 and were issued 30 month warrants to purchase an aggregate of 342,855 shares of Common Stock at an exercise price of $0.34. | |||||||||
Treasury Stock | |||||||||
The Company accounts for treasury stock under the cost method. On December 16, 2013, the Company reacquired 127,015 shares of its common stock from certain employees of the Company. Additionally, between February 2014 and March 2014, the Company reacquired 492,513 shares of its common stock from certain employees of the Company. The reacquisition by the Company of its common stock is the result of certain employees electing to surrender shares in order to satisfy their minimum applicable withholding obligation due to the vesting of restricted stock awards. The Company recorded charges of $44,455 and $181,421, respectively, in connection with the 2013 and 2014 stock surrenders. In July 2014, 400,000 unvested restricted stock awards were returned to treasury stock as a result of an employee termination. The value of the treasury stock was reflected separately as a deduction from stockholders’ equity. In December 2014, all treasury stock were cancelled and as a result at December 31, 2014, there were no treasury stock issued and outstanding. | |||||||||
NET_LOSS_PER_COMMON_SHARE
NET LOSS PER COMMON SHARE | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Earnings Per Share [Abstract] | |||||||||
NET LOSS PER COMMON SHARE | NOTE 10 — NET LOSS PER COMMON SHARE | ||||||||
Net loss per common share is calculated in accordance with ASC Topic 260, “Earnings Per Share”. Basic loss per share is computed by dividing net loss available to common stockholders, adjusted for preferred dividends, by the weighted average number of shares of common stock outstanding during the period. The computation of diluted net loss per share does not include anti-dilutive common stock equivalents in the weighted average shares outstanding. The following table sets forth the computation of basic and diluted loss per share: | |||||||||
For the | For the | ||||||||
year ended | year ended | ||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Numerator: | |||||||||
Net loss available to common stockholders | $ | -18,159,240 | $ | -18,205,047 | |||||
Denominator: | |||||||||
Denominator for basic and diluted loss per share (weighted-average shares) | 304,445,177 | 272,620,776 | |||||||
Net loss per common share, basic and diluted | $ | -0.06 | $ | -0.07 | |||||
The following were excluded from the computation of diluted shares outstanding as they would have had an anti-dilutive impact on the Company’s loss from continuing operations and loss from discontinued operations. In periods where the Company has a net loss, all dilutive securities are excluded. | |||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Common stock equivalents: | |||||||||
Stock options | 32,600,000 | 32,900,000 | |||||||
Stock warrants | 38,054,543 | 26,244,621 | |||||||
Convertible preferred stock | 33,324,114 | 33,555,000 | |||||||
Total | 103,978,657 | 92,699,621 | |||||||
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Commitments and Contingencies Disclosure [Abstract] | |||||
COMMITMENTS AND CONTINGENCIES | NOTE 11 — COMMITMENTS AND CONTINGENCIES | ||||
Operating Leases | |||||
The Company leases its corporate facility, and certain office equipment, in Lakewood, Colorado under operating leases with expiration dates through 2017. Rent expense was $47,403 and $45,012 for the years ended December 31, 2014 and 2013, respectively. | |||||
Future minimum rental payments required under operating leases are as follows: | |||||
2015 | $ | 21,955 | |||
2016 | 6,420 | ||||
2017 | 6,420 | ||||
$ | 34,795 | ||||
In January 2015, the Company executed a new operating lease agreement for its corporate facility in Lakewood, Colorado. The new lease is for a period of 40 months commencing in March 2015 and expiring in June 2018. | |||||
Mining Leases | |||||
As more fully discussed in Note 5 — Mineral Properties the Company leases certain mineral properties on its Pershing Pass Property. The future minimum lease payments under these mining leases are as follows: | |||||
2015 | $ | 10,000 | |||
2016 | 20,000 | ||||
2017 | 25,000 | ||||
2018 | 25,000 | ||||
2019 | 25,000 | ||||
Thereafter | 92,500 | ||||
$ | 197,500 | ||||
The Company incurred mining lease payments of $10,000 and $25,000 for the years ended December 31, 2014 and 2013, respectively. | |||||
INCOME_TAXES
INCOME TAXES | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Income Tax Disclosure [Abstract] | ||||||||
INCOME TAXES | NOTE 12 - INCOME TAXES | |||||||
The Company accounts for income taxes under ASC Topic 740: Income Taxes which requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and the tax basis of assets and liabilities, and for the expected future tax benefit to be derived from tax losses and tax credit carryforwards. ASC Topic 740 additionally requires the establishment of a valuation allowance to reflect the likelihood of realization of deferred tax assets. The Company has a net operating loss carryforward for tax purposes totaling approximately $37.9 million at December 31, 2014, expiring through the year 2034. Internal Revenue Code Section 382 places a limitation on the amount of taxable income that can be offset by carryforwards after certain ownership shifts. | ||||||||
The table below summarizes the differences between the Company’s effective tax rate and the statutory federal rate as follows for the year ended December 31, 2014 and 2013: | ||||||||
December 31, | December 31, | |||||||
2014 | 2013 | |||||||
Tax benefit computed at “expected” statutory rate | $ | -5,596,958 | $ | -4,795,151 | ||||
State income taxes, net of benefit | — | — | ||||||
Permanent differences : | ||||||||
Stock based compensation and consulting | 628,292 | 866,305 | ||||||
Prior year true-ups | 1,431,485 | -439,456 | ||||||
Other | 9,549 | -17,014 | ||||||
Increase in valuation allowance | 3,527,632 | 4,385,316 | ||||||
Net income tax benefit | $ | — | $ | — | ||||
The table below summarizes the differences between the Company’s effective tax rate and the statutory federal rate as follows for the year ended December 31, 2014 and 2013: | ||||||||
December 31, | December 31, | |||||||
2014 | 2013 | |||||||
Computed “expected” tax expense (benefit) | -34 | % | -34 | % | ||||
State income taxes | 0 | % | 0 | % | ||||
Permanent differences | 12.59 | % | 2.91 | % | ||||
Change in valuation allowance | 21.41 | % | 31.09 | % | ||||
Effective tax rate | 0 | % | 0 | % | ||||
The Company has a deferred tax asset which is summarized as follows at December 31, 2014 and 2013: | ||||||||
Deferred tax assets: | ||||||||
December 31, | December 31, | |||||||
2014 | 2013 | |||||||
Net operating loss carryover | $ | 12,878,543 | $ | 9,812,057 | ||||
Stock based compensation | 5,826,392 | 7,461,894 | ||||||
Stock held for sale | — | — | ||||||
Depreciable and depletable assets | -463,793 | -469,134 | ||||||
Mining explorations | 2,706,134 | 620,492 | ||||||
Capital loss carryforward | 1,482,863 | 1,482,863 | ||||||
Other | 12,465 | 6,800 | ||||||
Less: valuation allowance | -22,442,604 | -18,914,972 | ||||||
Net deferred tax asset | $ | — | $ | — | ||||
After consideration of all the evidence, both positive and negative, management has recorded a full valuation allowance at December 31, 2014, due to the uncertainty of realizing the deferred income tax assets. The valuation allowance was increased by approximately $3.5 million. | ||||||||
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 13 — SUBSEQUENT EVENTS |
Newmont lease | |
On January 14, 2015, the Company entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) dated January 13, 2015 with Newmont pursuant to which the Company acquired certain properties and rights to properties that had been previously leased and subleased to the Company by Newmont. These properties and rights are included in the approximately 25,000 acres of Relief Canyon properties located in and near the Company’s Relief Canyon Project in Pershing County, Nevada that the Company has held since April 2012. (See Note 4) The purchase price paid by the Company was $6.0 million. The Company also agreed to a two percent (2%) net smelter returns production royalty payable to Newmont on the Newmont Claims (defined below) and the Leased Properties (defined below). The closing of the transactions contemplated by the Asset Purchase Agreement, which are described below, was completed on January 15, 2015. | |
Acquisition of Unpatented Mining Claims | |
Pursuant to the Asset Purchase Agreement, GAC acquired from Newmont 74 unpatented lode mining claims (the “Newmont Claims”) comprising approximately 1,300 acres. Prior to this transaction, the Company had leased the Newmont Claims from Newmont pursuant to a Minerals Lease and Sublease dated June 15, 2006 (the “2006 Minerals Lease and Sublease”). | |
New Mining Lease with Property Owners Replacing Portion of Sublease from Newmont | |
As part of the transactions completed pursuant to the Asset Purchase Agreement, GAC entered into a Mining Lease (the “2015 Mining Lease”) with New Nevada Resources, LLC and New Nevada Lands, LLC (the “Owners”), covering certain fee lands (the “Leased Properties”) included in the Company’s Relief Canyon properties. Prior to these transactions, the Company had subleased the Leased Properties from Newmont pursuant to the 2006 Minerals Lease and Sublease. Newmont leased the Leased Properties originally pursuant to (i) a Minerals Lease dated August 17, 1987 (the “1987 Minerals Lease”) and (ii) a Mining Lease dated June 1, 1994 (the “1994 Mining Lease”). The 2015 Mining Lease has replaced, with respect to the Leased Properties, the 2006 Minerals Lease and Sublease, the 1987 Minerals Lease and the 1994 Mining Lease. The 2015 Mining Lease has a term of twenty years and for as long thereafter as any mining, development or processing operations are being conducted on a continuous basis. The 2015 Mining Lease contains customary terms and conditions, including an advance royalty and a 2.5% net smelter returns production royalty on the Leased Properties payable to the Owners. | |
New Terms for Remaining Portion of Sublease from Newmont | |
Also as part of the transactions completed pursuant to the Asset Purchase Agreement, Newmont and the Owners replaced a portion of the 1987 Minerals Lease with a new Mining Lease (the “2015 Newmont Lease”) covering other fee lands included in the Company’s Relief Canyon properties (the “Subleased Properties”) and subleased by the Company from Newmont pursuant to the 2006 Minerals Lease and Sublease. The 2015 Newmont Lease has a term of twenty years and for as long thereafter as any mining, development or processing operations are being conducted or a continuous basis. The 2015 Newmont Lease contains customary terms and conditions, including an advance royalty and a 2.5% net smelter returns production royalty on the Subleased Properties payable to the Owners. The Company continues to hold rights to the Subleased Properties pursuant to its 2006 Minerals Lease and Sublease with Newmont. | |
As part of the Asset Purchase Agreement transactions, Newmont and the Company entered into an amendment of the 2006 Minerals Lease and Sublease (the “Third Amendment”), pursuant to which the Company agreed to a $2.6 million work commitment on the properties remaining subject to the 2006 Minerals Lease and Sublease to be expended by the seventh anniversary of the effective date of the Third Amendment. As of mid-December 2014, the Company can credit approximately $2.4 million in exploration expenditures already incurred against the $2.6 million work commitment. | |
Additional Effects of Transactions | |
As a result of the transactions pursuant to the Asset Purchase Agreement, the Newmont Claims and the Leased Properties are no longer subject to the 2006 Minerals Lease and Sublease or to any rights of Newmont other than the 2% royalty referenced above. The Newmont Claims and Leased Properties, together with properties already owned by the Company, include the lands on which the existing Relief Canyon mine and processing facilities are located, lands to the south and west of the current mine pits that the Company believes are prospective for potential expansion of the Relief Canyon deposit, and lands that could in the future be used for new or expanded mine support facilities, including potential waste rock storage. | |
Also as a result of these transactions, the Newmont Claims and the Leased Properties are no longer subject to Newmont’s right under the 2006 Minerals Lease and Sublease, exercisable under certain circumstances, to either (i) enter into a joint venture with the Company with respect to the Newmont Claims and Leased Properties under which | |
Newmont would hold a 51% interest, or (ii) to convey the Newmont Claims and Leased Properties to the Company retaining a 3% to 5% sliding scale net smelter returns royalty and a $1.5 million production bonus, as described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013. | |
In addition, under the 2015 Mining Lease and the Company’s sublease of the 2015 Newmont Lease, the primary term of the Company’s leasehold interests in the Leased Properties and Subleased Properties has been extended through January 15, 2035. | |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended | ||
Dec. 31, 2014 | |||
Accounting Policies [Abstract] | |||
Basis of presentation and principles of consolidation | Basis of Presentation and Principle of Consolidation | ||
The consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“US GAAP”) and present the consolidated financial statements of the Company and its majority-owned subsidiaries as of December 31, 2014. In the preparation of the consolidated financial statements of the Company, intercompany transactions and balances have been eliminated. | |||
For the year-ended December 31, 2013, the Company disclosed that there was substantial doubt about the Company’s ability to continue as a going concern to carry out its business plan. For the year-ended December 31, 2014 the Company alleviated the substantial doubt as a result of the Company raising approximately $20.8 million in net proceeds from equity financings during the year-ended December 31, 2014. | |||
Use of estimates | Use of Estimates and Assumptions | ||
In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated balance sheet, and revenues and expenses for the period then ended. Actual results may differ significantly from those estimates. Significant estimates made by management include, but are not limited to, the useful life of property and equipment, amounts and timing of closure obligations, the assumptions used to calculate fair value of options and warrants granted, beneficial conversion on convertible notes payable and preferred stock, capitalized mineral rights, asset valuations, and the fair value of common stock issued. | |||
Cash and cash equivalents | Cash and Cash Equivalents | ||
The Company considers all highly liquid investments with a maturity of three months or less when acquired to be cash equivalents. The Company places its cash with high credit quality financial institutions. The Company’s accounts at these institutions are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. At December 31, 2014, the Company had bank balances exceeding the FDIC insurance limit on interest bearing accounts. To reduce its risk associated with the failure of such financial institutions, the Company evaluates at least annually the rating of the financial institution in which it holds deposits. | |||
Restricted cash | Restricted Cash | ||
Restricted cash consists of cash and investments which are held as collateral under a surface management surety bond issued on the Company’s behalf. | |||
Marketable securities | Marketable securities | ||
Marketable securities consist of the Company’s investment in publicly traded equity securities and are generally restricted for sale under Federal securities laws. The Company’s policy is to liquidate securities received when market conditions are favorable for sale. Since these securities are often restricted, the Company is unable to liquidate them until the restriction is removed. Marketable securities that are bought and held principally for the purpose of selling them in the near term are classified as trading securities and reported at fair value, with unrealized gains and losses included in earnings. Pursuant to ASC Topic 320, “Investments — Debt and Equity Securities,” the Company’s marketable securities have a readily determinable and active quoted price, such as from NASDAQ, NYSE Euronext, the Over the Counter Bulletin Board, or the OTC Markets Group. | |||
Trading securities are carried at fair value, with changes in unrealized holding gains and losses included in income and classified within interest and other income, net, in the accompanying consolidated statements of operations. | |||
Available for sale securities are carried at fair value, with changes in unrealized gains or losses are recognized as an element of comprehensive income based on changes in the fair value of the security. Once liquidated, realized gains or losses on the sale of marketable securities available for sale are reflected in the net income (loss) for the period in which the security was liquidated. | |||
Fair value of financial instruments | Fair Value of Financial Instruments | ||
The Company adopted ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”), for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements, establishes a framework for measuring fair value and expands disclosure about such fair value measurements. The adoption of ASC 820 did not have an impact on the Company’s financial position or operating results, but did expand certain disclosures. | |||
ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. | |||
These inputs are prioritized below: | |||
Level 1: | Observable inputs such as quoted market prices in active markets for identical assets or liabilities | ||
Level 2: | Observable market-based inputs or unobservable inputs that are corroborated by market data | ||
Level 3: | Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions. | ||
The Company analyzes all financial instruments with features of both liabilities and equity under the FASB’s accounting standard for such instruments. Under this standard, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. | |||
The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, prepaid expenses, accounts payable and accrued expenses approximate their estimated fair market values based on the short-term maturity of these instruments. The carrying amount of the note payable at December 31, 2014 approximates its respective fair value based on the Company’s incremental borrowing rate. | |||
Prepaid expenses | Prepaid Expenses and Other Current Assets | ||
Prepaid expenses of $798,633 and $582,278 at December 31, 2014 and 2013, respectively, consist primarily of costs paid for future services which will occur within a year. Prepaid expenses principally include prepayments for consulting and business advisory services, insurance premiums, drilling services, and mineral lease fees which are being amortized over the terms of their respective agreements. | |||
Mineral property acquisition and exploration costs | Mineral Property Acquisition and Exploration Costs | ||
Costs of lease, exploration, carrying and retaining unproven mineral lease properties are expensed as incurred. The Company expenses all mineral exploration costs as incurred as it is still in the exploration stage. If the Company were to identify proven and probable reserves in its investigation of its properties and upon development of a plan for operating a mine, it would enter the development stage and capitalize future costs until production is established. When a property reaches the production stage, the related capitalized costs are amortized using the units-of-production method over the estimated life of the proven and probable reserves. If in the future the Company has capitalized mineral properties, these properties will be periodically assessed for impairment. | |||
To date, the Company has not established the commercial feasibility of any exploration prospects; therefore, all exploration costs are expensed. During the years ended December 31, 2014 and 2013, the Company incurred exploration cost of $5,894,920 and $3,204,629, respectively. | |||
ASC 930-805, “Extractive Activities-Mining: Business Combinations” (“ASC 930-805”), states that mineral rights consist of the legal right to explore, extract, and retain at least a portion of the benefits from mineral deposits. Acquired mineral rights are considered tangible assets under ASC 930-805. ASC 930-805 requires that mineral rights be recognized at fair value as of the acquisition date. As a result, the direct costs to acquire mineral rights are initially capitalized as tangible assets. Mineral rights include costs associated with acquiring patented and unpatented mining claims. | |||
ASC 930-805-30-1 and 30-2 provides that in fair valuing mineral rights, an acquirer should take into account both: | |||
⋅ The value beyond proven and probable reserves (“VBPP”) to the extent that a market participant would include VBPP in determining the fair value of the assets. | |||
⋅ The effects of anticipated fluctuations in the future market price of minerals in a manner that is consistent with the expectations of market participants. | |||
Property and equipment | Property and equipment | ||
Property and equipment are carried at cost. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. Depreciation is calculated on a straight-line basis over the estimated useful life of the assets, generally one to twenty five years. | |||
Impairment of long-lived assets | Impairment of long-lived assets | ||
The Company accounts for the impairment or disposal of long-lived assets according to the ASC 360 “Property, Plant and Equipment”. | |||
The Company continually monitors events and changes in circumstances that could indicate that the carrying amounts of long-lived assets, including mineral rights, may not be recoverable. Long-lived assets in the exploration stage are monitored for impairment based on factors such as the Company’s continued right to explore the area, exploration reports, assays, technical reports, drill results and the Company’s continued plans to fund exploration programs on the property, and whether sufficient work has been performed to indicate that the carrying amount of the mineral property cost carried forward as an asset will not be fully recovered. The tests for long-lived assets in the exploration stage are monitored for impairment based on factors such as current market value of the long-lived assets and results of exploration, future asset utilization, business climate, mineral prices and future undiscounted cash flows expected to result from the use of the related assets. | |||
Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated future net undiscounted cash flows expected to be generated by the asset. When necessary, impaired assets are written down to estimated fair value based on the best information available. Estimated fair value is generally based on either appraised value or measured by discounting estimated future cash flows. Considerable management judgment is necessary to estimate discounted future cash flows. Accordingly, actual results could vary significantly from such estimates. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The Company did not record any charges for impairment of its long-lived assets at December 31, 2014 and 2013, respectively. | |||
Asset Retirement Obligations | Asset Retirement Obligations | ||
Asset retirement obligations (“ARO”), consisting primarily of estimated mine reclamation and closure costs at the Company’s Relief Canyon property, are recognized in the period incurred and when a reasonable estimate can be made, and recorded as liabilities at fair value. Such obligations, which are initially estimated based on discounted cash flow estimates, are accreted to full value over time through charges to accretion expense. Corresponding asset retirement costs are capitalized as part of the carrying amount of the related long-lived asset and depreciated over the asset’s remaining useful life. Asset retirement obligations are periodically adjusted to reflect changes in the estimated present value resulting from revisions to the estimated timing or amount of reclamation and closure costs. The Company reviews and evaluates its asset retirement obligations annually or more frequently at interim periods if deemed necessary. | |||
Income taxes | Income taxes | ||
The Company accounts for income taxes pursuant to the provision of ASC 740-10, “Accounting for Income Taxes” (“ASC 740-10”) which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized. | |||
The Company follows the provision of ASC 740-10 related to Accounting for Uncertain Income Tax Positions. When tax returns are filed, there may be uncertainty about the merits of positions taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. | |||
Tax positions that meet the more likely than not recognition threshold are measured at the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefit associated with tax positions taken that exceed the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. | |||
The Company believes its tax positions are all more likely than not to be upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits. | |||
The Company has adopted ASC 740-10-25, “Definition of Settlement”, which provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively settled upon the completion and examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open. The federal and state income tax returns of the Company are subject to examination by the IRS and state taxing authorities, generally for three years after they are filed. | |||
Stock-based compensation | Stock-based Compensation | ||
Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718, “Compensation — Stock Compensation”, which requires recognition in the consolidated financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. | |||
Pursuant to ASC Topic 505-50, “Equity Based Payments to Non-employees”, for share-based payments to consultants and other third-parties, compensation expense is determined at the “measurement date.” The expense is recognized over the vesting period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company initially records compensation expense based on the fair value of the award at the reporting date. | |||
Treasury stock | Treasury Stock | ||
Treasury stock is accounted for using the cost method, with the purchase price of the common stock recorded separately as a deduction from stockholders’ equity. | |||
Recent accounting pronouncements | Recent Accounting Pronouncements | ||
In July 2013, the FASB issued ASU 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists” (“ASU 2013-11”). ASU 2013-11 provides guidance on the presentation of unrecognized tax benefits related to any disallowed portion of net operating loss carryforwards, similar tax losses, or tax credit carryforwards, if they exist. ASU 2013-11 is effective for fiscal years beginning after December 15, 2013. The adoption of ASU 2013-11 is not expected to have a material impact on the Company’s consolidated financial statements. | |||
In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements—Going Concern.” The provisions of ASU No. 2014-15 require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this ASU are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. The Company is currently assessing the impact of ASU No. 2014-15 on the Company’s consolidated financial statements once adopted. | |||
Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures. | |||
MINERAL_PROPERTIES_Tables
MINERAL PROPERTIES (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Mineral Industries Disclosures [Abstract] | ||||||||
Mineral Property | Mineral properties consisted of the following: | |||||||
December 31, | December 31, | |||||||
2014 | 2013 | |||||||
Relief Canyon Mine — Gold Acquisition | $ | 8,501,071 | $ | 8,501,071 | ||||
Relief Canyon Mine — Newmont Leased Properties | 7,709,441 | 7,709,441 | ||||||
Pershing Pass Property | 576,400 | 576,400 | ||||||
$ | 16,786,912 | $ | 16,786,912 | |||||
PROPERTY_AND_EQUIPMENT_Tables
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Property, Plant and Equipment [Abstract] | |||||||||||
Property, Plant and Equipment | Property and equipment consisted of the following: | ||||||||||
Estimated Life | December 31, | December 31, | |||||||||
2014 | 2013 | ||||||||||
Furniture and fixtures | 5 years | $ | 56,995 | $ | 56,995 | ||||||
Office and computer equipment | 1 - 5 years | 402,835 | 234,518 | ||||||||
Land | — | 266,977 | 266,977 | ||||||||
Building and improvements | 5 - 25 years | 817,187 | 730,068 | ||||||||
Site costs | 10 years | 1,407,465 | 1,272,732 | ||||||||
Crushing system | 20 years | 2,495,865 | 2,256,943 | ||||||||
Process plant and equipment | 10 years | 3,504,964 | 3,169,442 | ||||||||
Vehicles and mining equipment | 5 - 10 years | 699,025 | 695,825 | ||||||||
9,651,313 | 8,683,500 | ||||||||||
Less: accumulated depreciation | -3,253,092 | -2,232,860 | |||||||||
$ | 6,398,221 | $ | 6,450,640 | ||||||||
NOTES_PAYABLE_Tables
NOTES PAYABLE (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Notes Payable [Abstract] | ||||||||
Schedule of Notes Payable | Notes payable — short and long term portion consisted of the following: | |||||||
December 31, | December 31, | |||||||
2014 | 2013 | |||||||
Total notes payable | $ | 41,742 | $ | 59,510 | ||||
Less: current portion | -24,423 | -23,036 | ||||||
Long term portion | $ | 17,319 | $ | 36,474 | ||||
ASSET_RETIREMENT_OBLIGATIONS_T
ASSET RETIREMENT OBLIGATIONS (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Asset Retirement Obligation Disclosure [Abstract] | |||||
Schedule of Asset Retirement Obligations | The following table summarizes activity in the Company’s ARO: | ||||
December 31, | |||||
2014 | |||||
Balance, beginning of year | $ | - | |||
Accretion expense | 11,200 | ||||
Reclamation expenditures | - | ||||
Additions and changes in estimates | 787,405 | ||||
Balance, end of year | $ | 798,605 | |||
STOCKHOLDERS_EQUITY_Tables
STOCKHOLDERS' EQUITY (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Stockholders' Equity Note [Abstract] | |||||||||
Assumptions used in valuing the warrants | The assumptions used in valuing the warrants include: | ||||||||
Risk free interest rate (annual) | 0.61% to 0.82% | ||||||||
Expected volatility | 86% | ||||||||
Expected life | 3 Years | ||||||||
Assumed dividends | none | ||||||||
Summary of the outstanding stock options | A summary of the Company’s stock options as of December 31, 2014 and 2013 and changes during the period are presented below: | ||||||||
Number of | Weighted | Weighted Average | |||||||
Options | Average | Remaining | |||||||
Exercise Price | Contractual Life | ||||||||
(Years) | |||||||||
Balance at December 31, 2012 | 35,298,000 | $ | 0.42 | 8.45 | |||||
Granted | 350,000 | 0.42 | 10 | ||||||
Exercised | — | — | — | ||||||
Forfeited | -2,748,000 | 1.17 | 8.59 | ||||||
Cancelled | — | — | — | ||||||
Balance at December 31, 2013 | 32,900,000 | 0.4 | 8.18 | ||||||
Granted | — | — | — | ||||||
Exercised | — | — | — | ||||||
Forfeited | -300,000 | 0.34 | 7.97 | ||||||
Cancelled | — | — | — | ||||||
Balance outstanding at December 31, 2014 | 32,600,000 | $ | 0.4 | 7.18 | |||||
Options exercisable at end of year | 32,600,000 | $ | 0.4 | ||||||
Options expected to vest | — | ||||||||
Weighted average fair value of options granted during the period | $ | — | |||||||
Summary of the outstanding stock warrants | A summary of the Company’s outstanding stock warrants as of December 31, 2014 and 2013 and changes during the period then ended is as follows: | ||||||||
Number of Warrants | Weighted Average | Weighted Average | |||||||
Exercise Price | Remaining | ||||||||
Contractual | |||||||||
Life (Years) | |||||||||
Balance at December 31, 2012 | 16,255,779 | $ | 0.54 | 2.42 | |||||
Granted | 13,435,590 | 0.4 | 3 | ||||||
Cancelled | -3,446,748 | 0.65 | 0.6 | ||||||
Forfeited | — | — | — | ||||||
Exercised | — | — | — | ||||||
Balance at December 31, 2013 | 26,244,621 | $ | 0.45 | 2.22 | |||||
Granted | 16,809,922 | 0.43 | 2.5 | ||||||
Cancelled | — | — | — | ||||||
Forfeited | -5,000,000 | 0.6 | — | ||||||
Exercised | — | — | — | ||||||
Balance at December 31, 2014 | 38,054,543 | $ | 0.43 | 1.83 | |||||
Warrants exercisable at December 31, 2014 | 38,054,543 | $ | 0.43 | 1.83 | |||||
Weighted average fair value of warrants granted during the year ended December 31, 2014 | $ | 0.43 | |||||||
NET_LOSS_PER_COMMON_SHARE_Tabl
NET LOSS PER COMMON SHARE (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Earnings Per Share [Abstract] | |||||||||
Schedule of Computation of Earnings Per Share | The following table sets forth the computation of basic and diluted loss per share: | ||||||||
For the | For the | ||||||||
year ended | year ended | ||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Numerator: | |||||||||
Net loss available to common stockholders | $ | -18,159,240 | $ | -18,205,047 | |||||
Denominator: | |||||||||
Denominator for basic and diluted loss per share (weighted-average shares) | 304,445,177 | 272,620,776 | |||||||
Net loss per common share, basic and diluted | $ | -0.06 | $ | -0.07 | |||||
Schedule of antidilutive securities excluded from computation diluted shares outstanding | The following were excluded from the computation of diluted shares outstanding as they would have had an anti-dilutive impact on the Company’s loss from continuing operations and loss from discontinued operations. In periods where the Company has a net loss, all dilutive securities are excluded. | ||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Common stock equivalents: | |||||||||
Stock options | 32,600,000 | 32,900,000 | |||||||
Stock warrants | 38,054,543 | 26,244,621 | |||||||
Convertible preferred stock | 33,324,114 | 33,555,000 | |||||||
Total | 103,978,657 | 92,699,621 | |||||||
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Commitments and Contingencies Disclosure [Abstract] | |||||
Schedule of future minimum rental payments required under the lease | Future minimum rental payments required under operating leases are as follows: | ||||
2015 | $ | 21,955 | |||
2016 | 6,420 | ||||
2017 | 6,420 | ||||
$ | 34,795 | ||||
Schedule of future minimum lease payments under mining leases | The future minimum lease payments under these mining leases are as follows: | ||||
2015 | $ | 10,000 | |||
2016 | 20,000 | ||||
2017 | 25,000 | ||||
2018 | 25,000 | ||||
2019 | 25,000 | ||||
Thereafter | 92,500 | ||||
$ | 197,500 | ||||
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Income Tax Disclosure [Abstract] | ||||||||
Summary of the differences between the Company's effective tax rate and the statutory federal rate | ||||||||
The table below summarizes the differences between the Company’s effective tax rate and the statutory federal rate as follows for the year ended December 31, 2014 and 2013: | ||||||||
December 31, | December 31, | |||||||
2014 | 2013 | |||||||
Tax benefit computed at “expected” statutory rate | $ | -5,596,958 | $ | -4,795,151 | ||||
State income taxes, net of benefit | — | — | ||||||
Permanent differences : | ||||||||
Stock based compensation and consulting | 628,292 | 866,305 | ||||||
Prior year true-ups | 1,431,485 | -439,456 | ||||||
Other | 9,549 | -17,014 | ||||||
Increase in valuation allowance | 3,527,632 | 4,385,316 | ||||||
Net income tax benefit | $ | — | $ | — | ||||
Summary of the differences between the Company's effective tax rate and the statutory federal rate | The table below summarizes the differences between the Company’s effective tax rate and the statutory federal rate as follows for the year ended December 31, 2014 and 2013: | |||||||
December 31, | December 31, | |||||||
2014 | 2013 | |||||||
Computed “expected” tax expense (benefit) | -34 | % | -34 | % | ||||
State income taxes | 0 | % | 0 | % | ||||
Permanent differences | 12.59 | % | 2.91 | % | ||||
Change in valuation allowance | 21.41 | % | 31.09 | % | ||||
Effective tax rate | 0 | % | 0 | % | ||||
Summary of deferred tax asset | Deferred tax assets: | |||||||
December 31, | December 31, | |||||||
2014 | 2013 | |||||||
Net operating loss carryover | $ | 12,878,543 | $ | 9,812,057 | ||||
Stock based compensation | 5,826,392 | 7,461,894 | ||||||
Stock held for sale | — | — | ||||||
Depreciable and depletable assets | -463,793 | -469,134 | ||||||
Mining explorations | 2,706,134 | 620,492 | ||||||
Capital loss carryforward | 1,482,863 | 1,482,863 | ||||||
Other | 12,465 | 6,800 | ||||||
Less: valuation allowance | -22,442,604 | -18,914,972 | ||||||
Net deferred tax asset | $ | — | $ | — | ||||
ORGANIZATION_AND_DESCRIPTION_O1
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Textual) (USD $) | 0 Months Ended | ||
Aug. 30, 2011 | Dec. 31, 2014 | 17-May-12 | |
Item | |||
Number Of Entity Properties Contain Proven And Probable Reserves | 0 | ||
Pershing Royalty Company | |||
Number Of Gold Exploration Properties | 2 | ||
Acquisition | |||
Payments to Acquire Mining Assets | $12,000,000 | ||
Noncash or Part Noncash Acquisition, Debt Assumed | $8,000,000 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) (USD $) | 0 Months Ended | 12 Months Ended | |
Jul. 02, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Prepaid expenses | $798,633 | $582,278 | |
Exploration cost | 5,894,920 | 3,204,629 | |
Federal Deposit Insurance Corporation Premium Expense | 250,000 | ||
Proceeds from equity financing | $8,900,000 | $20,800,000 | |
Maximum [Member] | |||
Estimated useful life | 25 years | ||
Minimum [Member] | |||
Estimated useful life | 1 year |
MARKETABLE_SECURITIES_Details_
MARKETABLE SECURITIES (Details Textual) (USD $) | 12 Months Ended | 4 Months Ended | 1 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | 31-May-13 | Jan. 31, 2013 | |
Marketable securities | ||||
Realized Gain from Sale of Securities | $0 | $1,656,333 | ||
Valor Gold common stock | ||||
Marketable securities | ||||
Shares sold | 25,000,000 | |||
Net proceeds generated | 1,505,000 | |||
American Strategic Minerals common stock | ||||
Marketable securities | ||||
Shares sold | 1,513,333 | |||
Net proceeds generated | $151,333 |
MINERAL_PROPERTIES_Details
MINERAL PROPERTIES (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Mineral properties | ||
Total Mineral Properties | $16,786,912 | $16,786,912 |
Relief Canyon Mine B Gold Acquisition | ||
Mineral properties | ||
Total Mineral Properties | 8,501,071 | 8,501,071 |
Relief Canyon Mine B Newmont Leased Properties | ||
Mineral properties | ||
Total Mineral Properties | 7,709,441 | 7,709,441 |
Pershing Pass Property | ||
Mineral properties | ||
Total Mineral Properties | $576,400 | $576,400 |
MINERAL_PROPERTIES_Details_Tex
MINERAL PROPERTIES (Details Textual) (USD $) | 0 Months Ended | 12 Months Ended | 1 Months Ended | |||||||
Jan. 14, 2015 | Dec. 31, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Oct. 31, 2014 | Nov. 30, 2013 | Apr. 05, 2012 | Jan. 31, 2013 | Apr. 30, 2012 | Mar. 31, 2012 | |
acre | mine | acre | mine | acre | ||||||
claim | ||||||||||
Mineral properties | ||||||||||
Restricted cash | 2,250,000 | $2,250,000 | ||||||||
Subsequent Event | Asset Purchase Agreement | ||||||||||
Mineral properties | ||||||||||
Acres of Property | 25,000 | |||||||||
Payments to Acquire Businesses, Gross | 6,000,000 | |||||||||
Percentage of Royalty To Smelter Returns | 2.00% | |||||||||
Third party | ||||||||||
Mineral properties | ||||||||||
Amount of the bonds written | 5,400,000 | 5,000,000 | ||||||||
Restricted cash required to be maintained as a percentage of the value of the bonds | 45.00% | |||||||||
BLM | ||||||||||
Mineral properties | ||||||||||
Statewide bond | 5,400,000 | |||||||||
Excess amount of the current coverage requirement to reclaim land disturbed in exploration and mining operations | 220,000 | |||||||||
Relief Canyon Mine B Gold Acquisition | ||||||||||
Mineral properties | ||||||||||
Unpatented lode mining claims owned | 238 | |||||||||
Unpatented millsites owned | 120 | |||||||||
Number of open pit mines | 3 | |||||||||
Number of cells included in heap leach pads | 6 | |||||||||
Number of solution ponds | 2 | |||||||||
Number of carbon columns included in adsorption desorption recovery process plant | 4 | |||||||||
Net smelter return royalty percentage | 2.00% | |||||||||
Acres Of Land Leased | 1,600 | |||||||||
Relief Canyon Mine B Gold Acquisition | Wolf Pack Gold (Nevada) Corp | ||||||||||
Mineral properties | ||||||||||
Primary term of the lease | 10 years | |||||||||
Relief Canyon Mine B Newmont Leased Properties | ||||||||||
Mineral properties | ||||||||||
Unpatented mining claims owned | 62 | |||||||||
Relief Canyon Mine B Newmont Leased Properties | 2006 Mineral Lease and Sublease | ||||||||||
Mineral properties | ||||||||||
Amount required to be spent in exploration expenses in 2013 | 1,000,000 | |||||||||
Amount required to be spent in exploration expenses per year | 500,000 | |||||||||
Rental payment per acre per year | 10 | |||||||||
Increase in rental payments per year (as a percent) | 5.00% | |||||||||
Amount of annual rent payable if the Company elects not to or fails to incur minimum specific amount in exploration expenditures | 100,000 | |||||||||
Additional direct drilling expenditures required in 2017 in order to avoid the annual rental payment requirement | 500,000 | |||||||||
Minimum monthly average gold price for which 5% net smelter royalty would apply (per ounce) | 400 | |||||||||
Relief Canyon Mine B Newmont Leased Properties | 1994 Mining Lease | ||||||||||
Mineral properties | ||||||||||
Net smelter return royalty percentage on specified acres of leased properties (in acres) | 2.50% | |||||||||
Acres of leased property on which royalty percentage apply (in acres) | 800 | |||||||||
Relief Canyon Mine B Newmont Leased Properties | 1999 Mining Lease | ||||||||||
Mineral properties | ||||||||||
Net smelter return royalty percentage on specified acres of leased properties (in acres) | 3.50% | |||||||||
Acres of leased property on which royalty percentage apply (in acres) | 495 | |||||||||
Relief Canyon Mine B Newmont Leased Properties | Victoria Gold | ||||||||||
Mineral properties | ||||||||||
Unpatented lode mining claims owned | 283 | |||||||||
Net smelter return royalty percentage | 2.00% | 2.00% | ||||||||
Acres of Property | 13,300 | |||||||||
Area of properties held under leases and subleases | 8,900 | |||||||||
Unpatented mining claims owned on which royalty owed to Victoria Gold | 221 | 221 | ||||||||
Relief Canyon Mine B Newmont Leased Properties | Newmont USA Ltd | ||||||||||
Mineral properties | ||||||||||
Unpatented lode mining claims owned | 155 | |||||||||
Acres of Property | 2,800 | |||||||||
Acres of privately-owned fee minerals leased (in acres) | 4,900 | |||||||||
Relief Canyon Mine B Newmont Leased Properties | Maximum | ||||||||||
Mineral properties | ||||||||||
Net smelter return royalty percentage | 5.00% | |||||||||
Relief Canyon Mine B Newmont Leased Properties | Minimum | ||||||||||
Mineral properties | ||||||||||
Net smelter return royalty percentage | 3.00% | |||||||||
Pershing Pass Property | ||||||||||
Mineral properties | ||||||||||
Unpatented lode mining claims owned | 17 | |||||||||
Unpatented mining claims owned | 700 | |||||||||
Acres of Property | 12,000 | |||||||||
Area of properties held under leases and subleases | 600 | |||||||||
Private lands leased (in acres) | 635 | |||||||||
Royalty percentage on all metals produced other than gold | 2.00% | |||||||||
Royalty percentage on gold if gold prices are less than $500 per ounce | 2.00% | |||||||||
Gold price (per ounce) | 500 | |||||||||
Royalty percentage on gold if gold prices are over $1,500 per ounce | 3.50% | |||||||||
Gold price (per ounce) | 1,500 | |||||||||
Rate at which the entity can repurchase royalty percentage of gold | 600,000 | |||||||||
Each royalty percentage that the company can repurchase at specified rate | 1.00% | |||||||||
Royalty percentage on precious metals | 1.00% | |||||||||
Primary term of the lease | 10 years | |||||||||
Pershing Pass Property | Other Metal | ||||||||||
Mineral properties | ||||||||||
Royalty percentage on precious metals | 0.50% | |||||||||
Pershing Pass Property | Silver Scott Mines | ||||||||||
Mineral properties | ||||||||||
Unpatented lode mining claims owned | 490 | |||||||||
Acres of Property | 9,700 | |||||||||
Pershing Pass Property | Victoria Gold | ||||||||||
Mineral properties | ||||||||||
Unpatented lode mining claims owned | 283 | |||||||||
Acres of Property | 5,660 | |||||||||
Pershing Pass Property | Third party | ||||||||||
Mineral properties | ||||||||||
Net smelter return royalty percentage | 2.00% | |||||||||
Unpatented mining claims owned that the Company located during mid 2012 | 17 | |||||||||
Pershing Pass Property | Wolf Pack Gold (Nevada) Corp | ||||||||||
Mineral properties | ||||||||||
Unpatented mining claims owned | 19 | |||||||||
Acres of Property | 400 | |||||||||
Purchase price for acquisition of unpatented mining claims | 250,000 | |||||||||
Pershing Pass Property | Maximum | ||||||||||
Mineral properties | ||||||||||
Royalty percentage on gold production that the entity can repurchase | 3.00% | |||||||||
Pershing Pass Property | Minimum | Wolf Pack Gold (Nevada) Corp | Starting September 2016 till September 2023 | ||||||||||
Mineral properties | ||||||||||
Advance royalty required to pay per year | 10,000 | |||||||||
Pershing Pass Property | Minimum | Wolf Pack Gold (Nevada) Corp | Starting September 2023 till September 2028 | ||||||||||
Mineral properties | ||||||||||
Advance royalty required to pay per year | 12,500 | |||||||||
Pershing Pass Property | Minimum | Wolf Pack Gold (Nevada) Corp | Starting September 2028 till September 2033 | ||||||||||
Mineral properties | ||||||||||
Advance royalty required to pay per year | 15,000 | |||||||||
Pershing Pass Property | Minimum | Wolf Pack Gold (Nevada) Corp | September 2033 | ||||||||||
Mineral properties | ||||||||||
Advance royalty required to pay per year | $20,000 |
PROPERTY_AND_EQUIPMENT_Details
PROPERTY AND EQUIPMENT (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | $9,651,313 | $8,683,500 |
Less: accumulated depreciation | -3,253,092 | -2,232,860 |
Total property and equipment, net | 6,398,221 | 6,450,640 |
Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Life | 25 years | |
Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Life | 1 year | |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 56,995 | 56,995 |
Estimated Life | 5 years | |
Office and computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 402,835 | 234,518 |
Office and computer equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Life | 5 years | |
Office and computer equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Life | 1 year | |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 266,977 | 266,977 |
Building and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 817,187 | 730,068 |
Building and improvements | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Life | 25 years | |
Building and improvements | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Life | 5 years | |
Site costs | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 1,407,465 | 1,272,732 |
Estimated Life | 10 years | |
Crushing system | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 2,495,865 | 2,256,943 |
Estimated Life | 20 years | |
Process plant and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 3,504,964 | 3,169,442 |
Estimated Life | 10 years | |
Vehicles and mining equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | $699,025 | $695,825 |
Vehicles and mining equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Life | 10 years | |
Vehicles and mining equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Life | 5 years |
PROPERTY_AND_EQUIPMENT_Details1
PROPERTY AND EQUIPMENT (Details Textual) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation | $1,020,232 | $969,311 |
NOTES_PAYABLE_Details
NOTES PAYABLE (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Schedule Of Short Term And Long Term Portion [Line Items] | ||
Total notes payable | $41,742 | $59,510 |
Less: current portion | -24,423 | -23,036 |
Long term portion | $17,319 | $36,474 |
NOTES_PAYABLE_Details_Textual
NOTES PAYABLE (Details Textual) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Aug. 31, 2012 | |
Debt Instrument [Line Items] | |||
Notes payable | $41,742 | $59,510 | |
Interest Expense | 4,064 | 4,968 | |
Note Payable | |||
Debt Instrument [Line Items] | |||
Number of equal monthly payments of the debt | 48 | ||
Notes payable | 92,145 | ||
Interest rate (as a percent) | 7.00% | ||
Frequency of payments of the debt | monthly | ||
Monthly payments of the debt | $2,226 |
ASSET_RETIREMENT_OBLIGATIONS_D
ASSET RETIREMENT OBLIGATIONS (Details) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Balance, beginning of year | $0 |
Accretion expense | 11,200 |
Reclamation expenditures | 0 |
Additions and changes in estimates | 787,405 |
Balance, end of year | $798,605 |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details Textual) (Continental Resources, USD $) | 1 Months Ended | 12 Months Ended | |
Jan. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | |
Continental Resources | |||
Related Party Transaction [Line Items] | |||
Distribution to former parent company | $15,066 | $0 | $15,066 |
STOCKHOLDERS_EQUITY_Details
STOCKHOLDERS' EQUITY (Details) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Class of Stock [Line Items] | |
Expected volatility | 86.00% |
Expected life | 3 years |
Assumed dividends | $0 |
Maximum | |
Class of Stock [Line Items] | |
Risk free interest rate (annual) | 0.82% |
Minimum | |
Class of Stock [Line Items] | |
Risk free interest rate (annual) | 0.61% |
STOCKHOLDERS_EQUITY_Details_1
STOCKHOLDERS' EQUITY (Details 1) (USD $) | 1 Months Ended | 12 Months Ended | ||
31-May-13 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Number of Options | ||||
Beginning Balance | 32,900,000 | 35,298,000 | ||
Granted | 0 | 350,000 | ||
Exercised | 0 | 0 | ||
Forfeited | -300,000 | -2,748,000 | ||
Cancelled | 0 | 0 | ||
Ending Balance | 32,600,000 | 32,900,000 | 35,298,000 | |
Options exercisable at end of period | 32,600,000 | |||
Options expected to vest | 0 | |||
Weighted Average Exercise Price | ||||
Beginning Balance | $0.40 | $0.42 | ||
Granted | $0 | $0.42 | ||
Exercised | $0 | $0 | ||
Forfeited | $0.34 | $1.17 | ||
Cancelled | $0 | $0 | ||
Ending Balance | $0.40 | $0.40 | $0.42 | |
Options exercisable at end of period | $0.40 | |||
Weighted average fair value of options granted during the period | $45,484 | $0 | ||
Weighted Average Remaining Contractual Life (Years) | ||||
Balance | 7 years 2 months 5 days | 8 years 2 months 5 days | 8 years 5 months 12 days | |
Granted | 0 years | 10 years | ||
Exercised | 0 years | 0 years | ||
Forfeited | 7 years 11 months 19 days | 8 years 7 months 2 days | ||
Cancelled | 0 years | 0 years |
STOCKHOLDERS_EQUITY_Details_2
STOCKHOLDERS' EQUITY (Details 2) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Number of Warrants | |||
Beginning Balance | 26,244,621 | 16,255,779 | |
Granted | 16,809,922 | 13,435,590 | |
Cancelled | 0 | -3,446,748 | |
Forfeited | -5,000,000 | 0 | |
Exercised | 0 | 0 | |
Ending Balance | 38,054,543 | 26,244,621 | 16,255,779 |
Warrants exercisable at December 31, 2014 | 38,054,543 | ||
Weighted Average Exercise Price | |||
Beginning Balance | $0.45 | $0.54 | |
Granted | $0.43 | $0.40 | |
Cancelled | $0 | $0.65 | |
Forfeited | $0.60 | $0 | |
Exercised | $0 | $0 | |
Ending Balance | $0.43 | $0.45 | $0.54 |
Warrants exercisable at December 31, 2014 | $0.43 | ||
Weighted average fair value of warrants granted during the year ended December 31, 2014 | $0.43 | ||
Weighted Average Remaining Contractual Life (Years) | |||
Balance | 1 year 9 months 29 days | 2 years 2 months 19 days | 2 years 5 months 1 day |
Granted | 2 years 6 months | 3 years | |
Cancelled | 0 years | 7 months 6 days | |
Forfeited | 0 years | 0 years | |
Exercised | 0 years | 0 years | |
Warrants exercisable at December 31, 2014 | 1 year 9 months 29 days |
STOCKHOLDERS_EQUITY_Details_Te
STOCKHOLDERS' EQUITY (Details Textual) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 2 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | |||||||||||||
Jul. 02, 2014 | Apr. 30, 2014 | Aug. 31, 2013 | 31-May-13 | Dec. 31, 2014 | Dec. 31, 2013 | Jul. 31, 2014 | Jul. 30, 2014 | Mar. 31, 2014 | Dec. 16, 2013 | Feb. 12, 2013 | Nov. 01, 2013 | Dec. 16, 2014 | Jan. 02, 2014 | Mar. 31, 2014 | Jun. 18, 2012 | Jun. 18, 2015 | Dec. 11, 2014 | Oct. 20, 2014 | Jul. 14, 2014 | Oct. 31, 2014 | Aug. 05, 2013 | Sep. 30, 2014 | |
Class of Stock [Line Items] | |||||||||||||||||||||||
Stock authorized, shares | 50,000,000 | 50,000,000 | |||||||||||||||||||||
Par value of preferred stock authorized (in dollars per share) | $0.00 | $0.00 | |||||||||||||||||||||
Treasury stock, at cost, shares | 0 | 127,015 | |||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $0.60 | $0.40 | $0.45 | ||||||||||||||||||||
Gross proceeds from sale of units | $9,800,000 | ||||||||||||||||||||||
Proceeds from Issuance or Sale of Equity | 8,900,000 | 20,800,000 | |||||||||||||||||||||
Other Preferred Stock Dividends and Adjustments | 1,696,030 | 4,101,659 | |||||||||||||||||||||
Fair Value Assumptions, Expected Term | 3 years | ||||||||||||||||||||||
Warrants To Purchase Common Stock Cancelled Or Forfeited | 5,000,000 | 3,446,748 | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $45,484 | $0 | |||||||||||||||||||||
Warrants To Purchase Common Stock | 13,435,590 | ||||||||||||||||||||||
Warrants Expiration Term | 3-year | ||||||||||||||||||||||
First Private Placement [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $0.34 | ||||||||||||||||||||||
Payments of Stock Issuance Costs | 136,000 | ||||||||||||||||||||||
Warrants Expiration Term | The Warrants will expire on January 2, 2017 | ||||||||||||||||||||||
Payments for Commissions | 784,000 | ||||||||||||||||||||||
Second Private Placement [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $0.34 | ||||||||||||||||||||||
Payments of Stock Issuance Costs | 18,000 | ||||||||||||||||||||||
Treasury Stock | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Treasury stock, at cost, shares | 127,015 | ||||||||||||||||||||||
Common stock reacquired (in shares) | 492,513 | ||||||||||||||||||||||
Unvested Restricted Stock Awards | 400,000 | ||||||||||||||||||||||
2013 Stock Surrender | Treasury Stock | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Stock Surrender Value | 44,455 | ||||||||||||||||||||||
2014 Stock Surrender | Treasury Stock | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Stock Surrender Value | 181,421 | ||||||||||||||||||||||
Stock Option | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Restricted common stock granted | 92,763 | 383,555 | |||||||||||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options | 0 | ||||||||||||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | 16,670 | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Outstanding | 0 | ||||||||||||||||||||||
Restricted Stock | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Stock-based compensation expense | 2,504,223 | 4,772,162 | |||||||||||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options | 1,993,193 | ||||||||||||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | 76,007 | ||||||||||||||||||||||
Director Employees and Consultants | Restricted Stock | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Restricted common stock granted | 6,700,000 | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $0.51 | ||||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Granted In Period Total Fair Value | 3,417,000 | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | vest one third at the end of each of the first three years from the date of issuance. | ||||||||||||||||||||||
Employees | Restricted Stock | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Restricted common stock granted | -1,300,000 | 125,000 | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $0.36 | ||||||||||||||||||||||
Employees and Consultants | Restricted Stock | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Restricted common stock granted | 3,410,000 | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $0.28 | ||||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Granted In Period Total Fair Value | 954,800 | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | ||||||||||||||||||||||
Consultant | Restricted Stock | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Restricted common stock granted | 2,500,000 | 250,000 | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $0.35 | $0.35 | |||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Granted In Period Total Fair Value | 875,000 | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | 3 years | |||||||||||||||||||||
Chief Executive Officer | Restricted Stock | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Restricted common stock granted | 1,666,500 | 5,000,000 | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Accelerated Vesting, Number | 1,666,500 | ||||||||||||||||||||||
Chief Executive Officer | Restricted Stock | Subsequent Event | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Restricted common stock granted | 1,667,000 | ||||||||||||||||||||||
Board of Directors | Restricted Stock | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Restricted common stock granted | 344,828 | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $0.29 | ||||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Granted In Period Total Fair Value | 99,700 | ||||||||||||||||||||||
Private Placement Agent | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Stock issued (in shares) | 35,714,287 | ||||||||||||||||||||||
Common Stock Units Sold | 26,578,854 | 2,461,760 | |||||||||||||||||||||
Number of shares of common stock issued for each warrant | 0.4 | ||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $0.45 | 0.34 | |||||||||||||||||||||
Gross proceeds from sale of units | 10,000,000 | ||||||||||||||||||||||
Proceeds from Issuance or Sale of Equity | 10,900,000 | 9,900,000 | |||||||||||||||||||||
Commissions paid in cash | 784,000 | ||||||||||||||||||||||
Payments of Stock Issuance Costs | 136,000 | ||||||||||||||||||||||
Legal Fees | 174,000 | 102,000 | |||||||||||||||||||||
Investor [Member] | Second Private Placement [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Warrants To Purchase Common Stock | 2,725,454 | ||||||||||||||||||||||
Warrants Expiration Term | 30 month | ||||||||||||||||||||||
Warrant To Purchase Common Stock | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Number of shares of common stock to be acquired | 11,616,222 | ||||||||||||||||||||||
Warrant To Purchase Common Stock | Private Placement Agent | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Number of shares of common stock to be acquired | 2,125,391 | ||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $0.34 | ||||||||||||||||||||||
Convertible Preferred Stock | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Stock authorized, shares | 50,000,000 | ||||||||||||||||||||||
Par value of preferred stock authorized (in dollars per share) | $0.00 | ||||||||||||||||||||||
Convertible Series A Preferred Stock | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Stock authorized, shares | 2,250,000 | 2,250,000 | |||||||||||||||||||||
Par value of preferred stock authorized (in dollars per share) | $0.00 | $0.00 | |||||||||||||||||||||
Preferred stock, Issued (in shares) | 0 | 0 | |||||||||||||||||||||
Preferred stock, Outstanding (in shares) | 0 | 0 | |||||||||||||||||||||
Convertible Series B Preferred Stock | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Stock authorized, shares | 8,000,000 | 8,000,000 | |||||||||||||||||||||
Par value of preferred stock authorized (in dollars per share) | $0.00 | $0.00 | |||||||||||||||||||||
Preferred stock, Issued (in shares) | 0 | 0 | |||||||||||||||||||||
Preferred stock, Outstanding (in shares) | 0 | 0 | |||||||||||||||||||||
Convertible Series C Preferred Stock | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Stock authorized, shares | 3,284,396 | 3,284,396 | |||||||||||||||||||||
Par value of preferred stock authorized (in dollars per share) | $0.00 | $0.00 | |||||||||||||||||||||
Preferred stock, Issued (in shares) | 0 | 0 | |||||||||||||||||||||
Preferred stock, Outstanding (in shares) | 0 | 0 | |||||||||||||||||||||
Convertible Series D Preferred Stock | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Stock authorized, shares | 7,500,000 | 7,500,000 | |||||||||||||||||||||
Par value of preferred stock authorized (in dollars per share) | $0.00 | $0.00 | |||||||||||||||||||||
Preferred stock, Issued (in shares) | 0 | 0 | |||||||||||||||||||||
Preferred stock, Outstanding (in shares) | 0 | 0 | |||||||||||||||||||||
Series E Preferred Stock | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Stock authorized, shares | 15,151 | 15,151 | 15,151 | ||||||||||||||||||||
Par value of preferred stock authorized (in dollars per share) | $0.00 | $0.00 | |||||||||||||||||||||
Preferred stock, Issued (in shares) | 9,425 | 11,185 | |||||||||||||||||||||
Preferred stock, Outstanding (in shares) | 9,425 | 11,185 | |||||||||||||||||||||
Number of common shares issued upon conversion | 3,000 | 3,000 | 3,000 | 3,000 | 3,000 | ||||||||||||||||||
Conversion price per share of common stock (in dollars per share) | $0.33 | $0.33 | 0.33 | $0.33 | |||||||||||||||||||
Preferred stock redemption amount as percentage of purchase price | 110.00% | ||||||||||||||||||||||
Amount that preferred stockholder is entitled to receive as percentage of purchase price upon liquidation, dissolution or winding up of the entity | 110.00% | ||||||||||||||||||||||
Cash payment that preferred stockholders are entitled to receive as percentage of purchase price upon a change of control | 10.00% | ||||||||||||||||||||||
Stock issued (in shares) | 10,533 | ||||||||||||||||||||||
Net proceeds from private placement | 10,200,000 | 990 | |||||||||||||||||||||
Purchase price of each share of Series E Preferred Stock with associated warrant (in dollars per share) | $990 | ||||||||||||||||||||||
Number of share of preferred stock converted in common shares | 50 | 181 | 1,529 | ||||||||||||||||||||
Aggregate number of common shares issued upon conversion | 150,000 | 543,000 | 4,587,000 | ||||||||||||||||||||
Other Preferred Stock Dividends and Adjustments | 1,700,000 | ||||||||||||||||||||||
Preferred Stock Convertible Beneficial Conversion Feature | 2,188,792 | ||||||||||||||||||||||
Series E Preferred Stock | Maximum | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Conversion price per share of common stock (in dollars per share) | $0.33 | ||||||||||||||||||||||
Series E Preferred Stock | Minimum | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Conversion price per share of common stock (in dollars per share) | $0.28 | ||||||||||||||||||||||
Series E Preferred Stock | Private Placement Agent | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Legal Fees | 124,000 | ||||||||||||||||||||||
Payments for Commissions | 76,000 | ||||||||||||||||||||||
Series E Preferred Stock | Exchange Of Related Party Debt Transaction | Barry Honig | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Amount owed by the Company under a Credit Facility Agreement to related party | 645,480 | ||||||||||||||||||||||
Number of shares issued in exchange for outstanding principal and accrued interest to related party | 652 | ||||||||||||||||||||||
Series E Preferred Stock | Warrant To Purchase Common Stock | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Percentage of the number of share of common stock issuable upon conversion used to calculate warrant rights | 40.00% | ||||||||||||||||||||||
Number of shares of common stock to be acquired | 12,639,600 | ||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $0.40 | ||||||||||||||||||||||
Fair Value Assumptions, Expected Term | 3 years | ||||||||||||||||||||||
Warrants and Rights Outstanding | 1,912,867 | ||||||||||||||||||||||
Series E Preferred Stock | Warrant To Purchase Common Stock | Private Placement Agent | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Number of shares of common stock to be acquired | 13,590 | ||||||||||||||||||||||
Series E Preferred Stock | Warrant To Purchase Common Stock | Exchange Of Related Party Debt Transaction | Senior secured convertible promissory note | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Number of shares of common stock to be acquired | 782,400 | ||||||||||||||||||||||
Common Stock | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Number of common shares issued upon conversion | 33,324,114 | ||||||||||||||||||||||
Number of shares of common stock to be acquired | 2,725,454 | ||||||||||||||||||||||
Number of share of preferred stock converted in common shares | 3,535,714 | ||||||||||||||||||||||
Common Stock Units Sold | 6,813,645 | ||||||||||||||||||||||
Number Of Common Stock Per Unit | 0.4 | ||||||||||||||||||||||
Term of warrants | 30 months | ||||||||||||||||||||||
Number of shares of common stock issued for each warrant | 6,813,645 | ||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $0.45 | 0.45 | |||||||||||||||||||||
Aggregate number of common stock issued pursuant to sale of units | 29,040,614 | ||||||||||||||||||||||
Gross proceeds from sale of units | 2,300,000 | ||||||||||||||||||||||
Payments of Stock Issuance Costs | 18,000 | ||||||||||||||||||||||
Common Stock Prior To Adjustment | 28,275,000 | ||||||||||||||||||||||
Payments for Commissions | 100,000 | ||||||||||||||||||||||
Common Stock | Private Placement Agent | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Proceeds from Issuance or Sale of Equity | 2,200,000 | ||||||||||||||||||||||
Common Stock | Warrant To Purchase Common Stock | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Number of shares of common stock to be acquired | 342,855 | ||||||||||||||||||||||
Term of warrants | 30 months | ||||||||||||||||||||||
9% Series D Cumulative Preferred Stock | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Stock authorized, shares | 7,500,000 | ||||||||||||||||||||||
Preferred stock, Issued (in shares) | 0 | 0 | |||||||||||||||||||||
Preferred stock, Outstanding (in shares) | 0 | 0 |
NET_LOSS_PER_COMMON_SHARE_Deta
NET LOSS PER COMMON SHARE (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Numerator: | ||
Net loss available to common stockholders | ($18,159,240) | ($18,205,047) |
Denominator: | ||
Denominator for basic and diluted loss per share (weighted-average shares) | 304,445,177 | 272,620,776 |
Net loss per common share, basic and diluted | ($0.06) | ($0.07) |
NET_LOSS_PER_COMMON_SHARE_Deta1
NET LOSS PER COMMON SHARE (Details 1) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common stock equivalents | 103,978,657 | 92,699,621 |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common stock equivalents | 32,600,000 | 32,900,000 |
Stock warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common stock equivalents | 38,054,543 | 26,244,621 |
Convertible preferred stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common stock equivalents | 33,324,114 | 33,555,000 |
COMMITMENTS_AND_CONTINGENCIES_1
COMMITMENTS AND CONTINGENCIES (Details) (USD $) | Dec. 31, 2014 |
Other Commitments [Line Items] | |
2015 | $21,955 |
2016 | 6,420 |
2017 | 6,420 |
Total | $34,795 |
COMMITMENTS_AND_CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details 1) (USD $) | Dec. 31, 2014 |
COMMITMENTS AND CONTINGENCIES [Line Items] | |
2015 | $10,000 |
2016 | 20,000 |
2017 | 25,000 |
2018 | 25,000 |
2019 | 25,000 |
Thereafter | 92,500 |
Total | $197,500 |
COMMITMENTS_AND_CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Details Textual) (USD $) | 12 Months Ended | 1 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | Jan. 31, 2015 | |
Other Commitments [Line Items] | |||
Operating Leases, Rent Expense, Net | $47,403 | $45,012 | |
Payments Of Mining Lease | $10,000 | $25,000 | |
Subsequent Event | |||
Other Commitments [Line Items] | |||
Lease Expiring Period | 40 months | ||
Lease Expiration Date | 30-Jun-18 |
INCOME_TAXES_Details
INCOME TAXES (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Schedule Of Income Tax [Line Items] | ||
Tax benefit computed at bexpectedb statutory rate | ($5,596,958) | ($4,795,151) |
State income taxes, net of benefit | 0 | 0 |
Permanent differences : | ||
Stock based compensation and consulting | 628,292 | 866,305 |
Prior year true-ups | 1,431,485 | -439,456 |
Other | 9,549 | -17,014 |
Increase in valuation allowance | 3,527,632 | 4,385,316 |
Net income tax benefit | $0 | $0 |
INCOME_TAXES_Details_1
INCOME TAXES (Details 1) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Schedule Of Income Tax [Line Items] | ||
Computed bexpectedb tax expense (benefit) | -34.00% | -34.00% |
State income taxes | 0.00% | 0.00% |
Permanent differences | 12.59% | 2.91% |
Change in valuation allowance | 21.41% | 31.09% |
Effective tax rate | 0.00% | 0.00% |
INCOME_TAXES_Details_2
INCOME TAXES (Details 2) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Deferred tax assets: | ||
Net operating loss carryover | $12,878,543 | $9,812,057 |
Stock based compensation | 5,826,392 | 7,461,894 |
Stock held for sale | 0 | 0 |
Depreciable and depletable assets | -463,793 | -469,134 |
Mining explorations | 2,706,134 | 620,492 |
Capital loss carryforward | 1,482,863 | 1,482,863 |
Other | 12,465 | 6,800 |
Less: valuation allowance | -22,442,604 | -18,914,972 |
Net deferred tax asset | $0 | $0 |
INCOME_TAXES_Details_Textual
INCOME TAXES (Details Textual) (USD $) | 12 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2014 |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | $37.90 |
Operating Loss Carryforwards, Expiration Date | 31-Dec-34 |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | $3.50 |
SUBSEQUENT_EVENTS_Details_Texu
SUBSEQUENT EVENTS (Details Texual) (USD $) | 0 Months Ended |
In Millions, unless otherwise specified | Jan. 14, 2015 |
acre | |
Newmont [Member] | |
Subsequent Event [Line Items] | |
Area of Land | 1,300 |
Subsequent Event | Asset Purchase Agreement | |
Subsequent Event [Line Items] | |
Area of Land | 25,000 |
Payments to Acquire Businesses, Gross | $6 |
Percentage of Royalty To Smelter Returns | 2.00% |
Subsequent Event | Two Zero One Five Mining Lease | |
Subsequent Event [Line Items] | |
Percentage of Royalty To Smelter Returns | 2.50% |
Mining Lease Term Description | The 2015 Mining Lease has replaced, with respect to the Leased Properties, the 2006 Minerals Lease and Sublease, the 1987 Minerals Lease and the 1994 Mining Lease. The 2015 Mining Lease has a term of twenty years and for as long thereafter as any mining, development or processing operations are being conducted on a continuous basis. The 2015 Mining Lease contains customary terms and conditions, including an advance royalty and a 2.5% net smelter returns production royalty on the Leased Properties payable to the Owners. |
Subsequent Event | Two Zero One Five Newmont Lease | |
Subsequent Event [Line Items] | |
Minerals Lease and Sublease work commitment Amount | 2.6 |
Minerals Lease and Sublease exploration expenditures | $2.40 |
Description for Leased Properties Additional Effects of Transactions | Newmont Claims and the Leased Properties are no longer subject to Newmont’s right under the 2006 Minerals Lease and Sublease, exercisable under certain circumstances, to either (i) enter into a joint venture with the Company with respect to the Newmont Claims and Leased Properties under which Newmont would hold a 51% interest, or (ii) to convey the Newmont Claims and Leased Properties to the Company retaining a 3% to 5% sliding scale net smelter returns royalty and a $1.5 million production bonus, as described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013. |