Document And Entity Information
Document And Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 27, 2017 | Jun. 30, 2016 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Pershing Gold Corp. | ||
Entity Central Index Key | 1,432,196 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 57 | ||
Trading Symbol | PGLC | ||
Entity Common Stock, Shares Outstanding | 28,385,822 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 11,722,102 | $ 3,237,384 |
Restricted cash | 2,250,000 | 2,250,000 |
Other receivables | 0 | 70,145 |
Prepaid expenses and other current assets | 1,139,760 | 899,228 |
Total Current Assets | 15,111,862 | 6,456,757 |
NON - CURRENT ASSETS: | ||
Property and equipment, net | 4,310,980 | 5,321,895 |
Mineral rights | 22,786,912 | 22,786,912 |
Reclamation bond deposit | 25,000 | 25,000 |
Deposit | 3,884 | 3,884 |
Total Non - Current Assets | 27,126,776 | 28,137,691 |
Total Assets | 42,238,638 | 34,594,448 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued expenses | 2,150,195 | 538,161 |
Note payable - current portion | 0 | 17,319 |
Deferred rent - current portion | 6,738 | 5,217 |
Total Current Liabilities | 2,156,933 | 560,697 |
LONG-TERM LIABILITIES: | ||
Deposit | 1,750 | 0 |
Deferred rent - long term portion | 4,512 | 10,771 |
Asset retirement obligation | 895,085 | 783,539 |
Total Liabilities | 3,058,280 | 1,355,007 |
Commitments and Contingencies | ||
STOCKHOLDERS' EQUITY : | ||
Common stock ($0.0001 Par Value; 200,000,000 Shares Authorized; 28,389,378 and 21,723,049 shares issued and outstanding as of December 31, 2016 and 2015) | 2,839 | 2,173 |
Additional paid-in capital | 195,705,344 | 170,529,953 |
Accumulated deficit | (156,527,826) | (137,292,686) |
Total Stockholders' Equity | 39,180,358 | 33,239,441 |
Total Liabilities and Stockholders' Equity | 42,238,638 | 34,594,448 |
Convertible Series A Preferred Stock | ||
STOCKHOLDERS' EQUITY : | ||
Preferred Stock, Value, Issued | 0 | 0 |
Convertible Series B Preferred Stock | ||
STOCKHOLDERS' EQUITY : | ||
Preferred Stock, Value, Issued | 0 | 0 |
Convertible Series C Preferred Stock | ||
STOCKHOLDERS' EQUITY : | ||
Preferred Stock, Value, Issued | 0 | 0 |
Convertible Series D Preferred Stock | ||
STOCKHOLDERS' EQUITY : | ||
Preferred Stock, Value, Issued | 0 | 0 |
Convertible Series E Preferred Stock | ||
STOCKHOLDERS' EQUITY : | ||
Preferred Stock, Value, Issued | $ 1 | $ 1 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 |
Common Stock, Shares, Issued | 28,389,378 | 21,723,049 |
Common Stock, Shares, Outstanding | 28,389,378 | 21,723,049 |
Convertible Series A Preferred Stock | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
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 | $ 0.0001 | $ 0.0001 |
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 | $ 0.0001 | $ 0.0001 |
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 | $ 0.0001 | $ 0.0001 |
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 | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 15,151 | 15,151 |
Preferred Stock, Shares Issued | 8,946 | 9,375 |
Preferred Stock, Shares Outstanding | 8,946 | 9,375 |
Preferred Stock, Liquidation Preference, Value | $ 9,742,194 | $ 10,209,375 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Net revenues | $ 0 | $ 0 |
Operating expenses: | ||
Compensation and related taxes | 5,337,910 | 4,555,151 |
Exploration cost | 4,792,786 | 8,618,648 |
Consulting fees | 1,410,307 | 1,258,458 |
General and administrative expenses | 4,091,967 | 4,689,033 |
Total operating expenses | 15,632,970 | 19,121,290 |
Loss from operations | (15,632,970) | (19,121,290) |
Other income (expenses): | ||
Interest expense and other finance costs, net of interest income of $2,801 and $730, respectively | (2,605) | (2,643) |
Total other income (expenses) - net | (2,605) | (2,643) |
Loss before provision for income taxes | (15,635,575) | (19,123,933) |
Provision for income taxes | 0 | 0 |
Net loss | (15,635,575) | (19,123,933) |
Preferred deemed dividend | (3,599,565) | 0 |
Net loss available to common stockholders | $ (19,235,140) | $ (19,123,933) |
Net loss per common share, basic and diluted | $ (0.75) | $ (0.90) |
Weighted average common shares outstanding - basic and diluted | 25,483,353 | 21,165,083 |
CONSOLIDATED STATEMENTS OF OPE5
CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Interest income | $ 2,801 | $ 730 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Total | Common Stock | 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 |
Balance at Dec. 31, 2014 | $ 39,851,965 | $ 1,975 | $ 158,018,742 | $ 0 | $ (118,168,753) | $ 0 | $ 0 | $ 0 | $ 0 | $ 1 |
Balance (in shares) at Dec. 31, 2014 | 19,745,170 | 9,425 | ||||||||
Issuance of common stock for cash | 10,461,842 | $ 196 | 10,461,646 | 0 | 0 | 0 | 0 | 0 | 0 | $ 0 |
Issuance of common stock for cash (in shares) | 1,962,501 | |||||||||
Issuance of common stock in connection with the conversion of preferred stock | 0 | $ 1 | (1) | 0 | 0 | 0 | 0 | 0 | 0 | $ 0 |
Issuance of common stock in connection with the conversion of preferred stock (in shares) | 9,822 | (50) | ||||||||
Issuance of common stock for vested restricted stock grants | 0 | $ 1 | (1) | 0 | 0 | 0 | 0 | 0 | 0 | $ 0 |
Issuance of common stock for vested restricted stock grants (in shares) | 5,556 | |||||||||
Stock-based compensation in connection with vested restricted common stock grants | 2,025,258 | $ 0 | 2,025,258 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Stock-based compensation in connection with stock warrant grant | 24,309 | 0 | 24,309 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Issuance of common stock for services | 24,300 | |||||||||
Net loss | (19,123,933) | 0 | 0 | 0 | (19,123,933) | 0 | 0 | 0 | 0 | 0 |
Balance at Dec. 31, 2015 | 33,239,441 | $ 2,173 | 170,529,953 | 0 | (137,292,686) | 0 | 0 | 0 | 0 | $ 1 |
Balance (in shares) at Dec. 31, 2015 | 21,723,049 | 9,375 | ||||||||
Issuance of common stock for cash | 19,795,476 | $ 654 | 19,794,822 | 0 | 0 | 0 | 0 | 0 | 0 | $ 0 |
Issuance of common stock for cash (in shares) | 6,544,412 | |||||||||
Issuance of common stock in connection with the conversion of preferred stock | 0 | $ 13 | (13) | 0 | 0 | 0 | 0 | 0 | 0 | $ 0 |
Issuance of common stock in connection with the conversion of preferred stock (in shares) | 130,669 | (429) | ||||||||
Issuance of common stock for services | 55,599 | $ 1 | 55,598 | 0 | 0 | 0 | 0 | 0 | 0 | $ 0 |
Issuance of common stock for services (In Shares) | 15,323 | |||||||||
Stock-based compensation in connection with restricted common stock unit grants | 1,725,417 | $ 0 | 1,725,417 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Cancellation of common stock | 0 | $ (2) | 2 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Cancellation of common stock (In shares) | (24,075) | |||||||||
Preferred stock deemed dividend | 0 | $ 0 | 3,599,565 | 0 | (3,599,565) | 0 | 0 | 0 | 0 | 0 |
Net loss | (15,635,575) | 0 | 0 | 0 | (15,635,575) | 0 | 0 | 0 | 0 | 0 |
Balance at Dec. 31, 2016 | $ 39,180,358 | $ 2,839 | $ 195,705,344 | $ 0 | $ (156,527,826) | $ 0 | $ 0 | $ 0 | $ 0 | $ 1 |
Balance (in shares) at Dec. 31, 2016 | 28,389,378 | 8,946 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (15,635,575) | $ (19,123,933) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 1,097,066 | 1,125,758 |
Accretion | 38,923 | 46,148 |
Stock-based compensation | 2,311,410 | 2,049,567 |
Asset retirement obligations settled | 0 | (18,737) |
Changes in operating assets and liabilities: | ||
Other receivables | 70,145 | (70,145) |
Prepaid expenses and other current assets | (240,532) | (104,479) |
Accounts payable and accrued expenses | 1,081,640 | (176,130) |
Deferred rent | (4,738) | 15,988 |
Deposit | 1,750 | 0 |
NET CASH USED IN OPERATING ACTIVITIES | (11,279,911) | (16,255,963) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of mineral rights | 0 | (6,000,000) |
Purchase of property and equipment | (13,528) | (91,909) |
NET CASH USED IN INVESTING ACTIVITIES | (13,528) | (6,091,909) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from sale of common stock, net of issuance costs | 19,795,476 | 10,461,842 |
Payments on notes payable | (17,319) | (24,423) |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 19,778,157 | 10,437,419 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 8,484,718 | (11,910,453) |
CASH AND CASH EQUIVALENTS- beginning of year | 3,237,384 | 15,147,837 |
CASH AND CASH EQUIVALENTS- end of year | 11,722,102 | 3,237,384 |
Cash paid for: | ||
Interest | 5,406 | 3,373 |
Income taxes | 0 | 0 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Preferred stock deemed dividend | 3,599,565 | 0 |
Increase (decrease) in asset retirement obligations | $ 72,623 | $ (42,477) |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | 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, development, and mining 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 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. 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. On July 5, 2016 a wholly-owned subsidiary, Blackjack Gold Corporation, a Nevada corporation, was formed for potential purchases of exploration targets. On June 17, 2015, the Board of Directors of the Company approved a reverse stock split of the Company’s common stock, par value $ 0.0001 800,000,000 200,000,000 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 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, 2016. In the preparation of the consolidated financial statements of the Company, intercompany transactions and balances have been eliminated. 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, the valuation of deferred tax assets and liabilities, including valuation allowance, amounts and timing of closure obligations, the assumptions used to calculate fair value of restricted stock units, options and warrants granted, stock-based compensation, beneficial conversion on preferred stock, capitalized mineral rights, asset valuations, timing of the performance criteria of restricted stock units and the fair value of common stock issued. The Company considers all highly liquid investments with an original 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 Restricted cash consists of cash and investments which are held as collateral under a surface management surety bond issued on the Company’s behalf. The Company adopted Accounting Standards Codification (“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 requires 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 Financial Accounting Standard Board’s (“FASB”) 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, other receivables, prepaid expenses, accounts payable and accrued expenses approximate their estimated fair market values based on the short-term maturity of these instruments. Prepaid expenses and other current assets of $ 1,139,760 899,228 312,415 0 Costs of leasing, 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 identifies 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 being expensed. 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. Mining assets include mineral rights. 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 provide that in fair valuing mineral assets, 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 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. The Company accounts for the impairment or disposal of long-lived assets according to 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 impairment of its long-lived assets at December 31, 2016 and 2015, respectively. 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. 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 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 is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718, “Compensation Stock Compensation” (“ASC 718”), 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). ASC 718 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. Effective for fiscal year-ended December 31, 2016, the Company early adopted ASU 2016-09, “Compensation - Stock Compensation (Topic 718)” (“ASU 2016-09”). The Company has elected to recognize the effect of forfeitures in compensation cost as forfeitures occur. Any previously recognized compensation cost will be reversed in the period of forfeiture. 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. 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. The Company accounts for foreign currency transactions in accordance with ASC 830, “Foreign Currency Matters” (“ASC 830”) and more specifically the guidance in subsection ASC 830-20, “Foreign Currency Transactions”. The U.S. dollar is the functional and reporting currency for the Company and its subsidiaries. Monetary assets and liabilities denominated in foreign currencies are translated into U.S. dollars at exchange rates in effect at the balance sheet date, with the resulting gains or losses upon settlement reported in foreign exchange gain (loss) in the computation of net income (loss). In May 2014, FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” related to revenue from contracts with customers. This ASU was further amended in August 2015, March 2016, April 2016, May 2016 and December 2016 by ASU No. 2015-14, No. 2016-08, No. 2016-10, No. 2016-12 and No. 2016-20, respectively. The new standard provides a five-step approach to be applied to all contracts with customers and also requires expanded disclosures about revenue recognition. In August 2015, the effective date was deferred to reporting periods, including interim periods, beginning after December 15, 2017 and will be applied retrospectively. Early adoption is not permitted. The Company does not expect the impact of these revenue recognition updates to be material on the Company’s consolidated financial statements. In April 2015, FASB issued ASU 2015-03, “Interest Imputation of Interest” (Subtopic 835-30) which focuses on simplifying the presentation of debt issuance costs. The amendments in this update require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this update. The ASU is effective for periods beginning after December 15, 2015 for public companies. The Company’s adoption did not have a material impact on the Company’s consolidated results of operations, financial position and related disclosures. In November 2015, FASB issued ASU 2015-17, “Balance Sheet Classification of Deferred Taxes” (“ASU 2015-17”), which requires entities to present deferred tax assets and deferred tax liabilities as noncurrent in a classified balance sheet. ASU 2015-17 simplifies the current guidance in ASC Topic 740, “Income Taxes”, which requires entities to separately present deferred tax assets and liabilities as current and noncurrent in a classified balance sheet. ASU 2015-17 is effective for fiscal years beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted for all entities as of the beginning of an interim or annual reporting period. The Company does not expect the impact of ASU 2015-17 to be material on the Company’s consolidated financial statements. In February 2016, FASB issued ASU 2016-02, “Leases” (Topic 842). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases. The new guidance will be effective for fiscal years beginning after December 15, 2018, and interim periods within those annual periods and is applied retrospectively. Early adoption is permitted. The Company is currently in the process of assessing the impact the adoption of this guidance will have on the Company’s consolidated financial statements. In March 2016, FASB issued ASU 2016-09, “Compensation - Stock Compensation (Topic 718)” (“ASU 2016-09”) as part of FASB's simplification initiative focused on improving areas of GAAP for which cost and complexity may be reduced while maintaining or improving the usefulness of information disclosed within the financial statements. ASU 2016-09 focuses on simplification specifically with regard to share-based payment transactions, including income tax consequences, classification of awards as equity or liabilities and classification on the statement of cash flows. The guidance in ASU 2016-09 is effective for fiscal years beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted. The Company’s adoption did not have a material impact on the Company’s consolidated results of operations, financial position and related disclosures. In August 2016, FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the FASB Emerging Issues Task Force)” (“ASU 2016-15”). ASU 2016-15 addresses the following eight specific cash flow issues: Debt prepayment or debt extinguishment costs; settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing; contingent consideration payments made after a business combination; proceeds from the settlement of insurance claims; proceeds from the settlement of corporate-owned life insurance policies (including bank-owned life insurance policies); distributions received from equity method investees; beneficial interests in securitization transactions; and separately identifiable cash flows and application of the predominance principle. This guidance will be effective for the Company on January 1, 2018. The Company does not believe the guidance will have a material impact on its consolidated financial statements. In November 2016, the FASB issued ASU 2016-18 “Statement of Cash Flows (Topic 230): Restricted Cash,”or ASU2016-18. ASU 2016-18 is intended to clarify how entities present restricted cash in the statement of cash flows. The guidance requires entities to show the changes in the total of cash and cash equivalents and restricted cash in the statement of cash flows. As a result, entities will no longer present transfers between cash and cash equivalents and restricted cash in the statement of cash flows. When cash and cash equivalents and restricted cash are presented in more than one line item on the balance sheet, the new guidance requires a reconciliation of the totals in the statement of cash flows to the related captions in the balance sheet. This reconciliation can be presented either on the face of the statement of cash flows or in the notes to the financial statements. ASU 2016-18 is effective for fiscal years beginning after December 15, 2017 and is to be applied retrospectively. Upon the adoption of the new guidance, the Company will change the presentation of restricted cash in our current statement of cash flows to conform to the new requirements. 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
MINERAL PROPERTIES | 12 Months Ended |
Dec. 31, 2016 | |
Mineral Industries Disclosures [Abstract] | |
MINERAL PROPERTIES | NOTE 3 MINERAL PROPERTIES The Company’s Relief Canyon property rights currently total approximately 25,000 948 120 172 2,235 2,770 2 4.5 2 5 Pershing Pass Property The Pershing Pass property consists of over 700 12,000 600 17 2 19 The primary term of the mining lease of private lands is ten years ending in January 2023, which may be extended as long as mineral exploration, development or mining continue on the property. Production from the private lands covered by 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 3.5 1,500 600,000 In September 2013, the Company entered into a lease agreement and purchase option for 19 unpatented mining claims (approximately 400 acres) in the Pershing Pass Property. Production from the lease is subject to a 1 0.5 10,000 12,500 15,000 20,000 250,000 Newmont Properties On April 5, 2012, the Company purchased from Victoria Gold Corp. and Victoria Resources (US) Inc. (collectively, “Victoria”) their interest in approximately 13,300 Approximately 8,900 155 2,800 4,900 62 On January 14, 2015, the Company entered into an Asset Purchase Agreement with Newmont (the “Asset Purchase Agreement”) pursuant to which the Company acquired for $ 6.0 74 1,300 1,600 As part of the January 2015 transactions completed pursuant to the Asset Purchase Agreement, a subsidiary of the Company 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. 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 Newmont Leased Property 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 10.00 500,000 2.6 2.5 Also as part of the transactions completed pursuant to the Asset Purchase Agreement, Newmont and the Owners entered into a new Mining Lease (the “2015 Newmont Lease”) covering about 2,770 General The Company has posted a statewide surface management surety 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 $ 5.6 30,000 2,250,000 45 5.0 In March 2017, the Company increased its statewide surface management surety bond with the BLM from approximately $ 5.6 12.3 1.4 30 12.3 3.7 As of December 31, 2016, 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 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. December 31, December 31, 2016 2015 Relief Canyon Mine Gold Acquisition $ 8,501,071 $ 8,501,071 Relief Canyon Mine Newmont Properties 13,709,441 13,709,441 Pershing Pass Property 576,400 576,400 $ 22,786,912 $ 22,786,912 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 4 PROPERTY AND EQUIPMENT December 31, December 31, Estimated Life 2016 2015 Furniture and fixtures 5 years $ 56,995 $ 56,995 Office and computer equipment 1 - 5 years 416,363 402,835 Land 358,886 358,886 Building and improvements 5 - 25 years 820,182 812,967 Site costs 10 years 1,412,624 1,400,197 Crushing system 20 years 2,505,012 2,482,976 Process plant and equipment 10 years 3,517,809 3,486,864 Vehicles and mining equipment 5 - 10 years 699,025 699,025 9,786,896 9,700,745 Less: accumulated depreciation (5,475,916) (4,378,850) $ 4,310,980 $ 5,321,895 For the years ended December 31, 2016 and 2015, depreciation expense amounted to $ 1,097,066 1,125,758 |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2016 | |
Notes Payable [Abstract] | |
NOTES PAYABLE | NOTE 5 NOTES PAYABLE In August 2012, the Company issued a note payable in the amount of $ 92,145 7 48 2,226 December 31, 2016 December 31, 2015 Total notes payable $ - $ 17,319 Less: current portion - (17,319) Long term portion $ - $ - The Company recognized interest expense of $ 488 2,287 |
ASSET RETIREMENT OBLIGATIONS
ASSET RETIREMENT OBLIGATIONS | 12 Months Ended |
Dec. 31, 2016 | |
Asset Retirement Obligation Disclosure [Abstract] | |
ASSET RETIREMENT OBLIGATIONS | 6 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. December 31, December 31, 2016 2015 Balance, beginning of year $ 783,539 $ 798,605 Accretion expense 38,923 46,148 Reclamation obligations settled - (18,737) Additions and changes in estimates 72,623 (42,477) Balance, end of year $ 895,085 $ 783,539 |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 7 STOCKHOLDERS’ EQUITY On June 17, 2015, the Board of Directors of the Company approved a reverse stock split of the Company’s Common Stock at a ratio of 1-for-18 (the “Reverse Stock Split”) which became effective on June 18, 2015. In connection with the Reverse Stock Split, the Company filed a Certificate of Amendment to its Amended and Restated Articles of Incorporation, as amended, with the Nevada Secretary of State to reduce the number of shares of Common Stock the Company is authorized to issue from 800,000,000 to 200,000,000. All share and per share values of the Company’s Common Stock for all periods presented in the accompanying consolidated financial statements are retroactively restated for the effect of the Reverse Stock Split in accordance with SAB Topic 4C. 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 establishes. Series A Convertible Preferred Stock As of December 31, 2016 and 2015, 2,250,000 shares of Series A Preferred Stock, $0.0001 par value were authorized with none outstanding. Series B Convertible Preferred Stock As of December 31, 2016 and 2015, 8,000,000 shares of Series B Preferred Stock, $0.0001 par value were authorized with none outstanding. Series C Convertible Preferred Stock As of December 31, 2016 and 2015, 3,284,396 shares of Series C Preferred Stock, $0.0001 par value, were authorized with none outstanding. 9% Series D Convertible Cumulative Preferred Stock As of December 31, 2016 and 2015, 7,500,000 shares of Series D Preferred Stock, $0.0001 par value, were authorized with none outstanding. Series E Convertible Preferred Stock As of December 31, 2016 and 2015, 15,151 shares of Series E Preferred Stock, $0.0001 par value, were authorized and 8,946 and 9,375 shares issued and outstanding, respectively. During September 2015, a certain holder of the Company’s Series E Preferred Stock converted 50 shares into 9,822 shares of Common Stock of the Company in accordance with the Series E Preferred Stock certificate of designation. During February 2016 a holder of Series E Preferred Stock converted one Series E share into 292 shares of the Company’s Common Stock. During March 2016 a holder of Series E Preferred Stock converted 100 Series E shares into 30,461 shares of the Company’s Common Stock. During June 2016 holders of Series E Preferred Stock converted 328 Series E shares into 99,916 shares of the Company’s Common Stock. Preferred Deemed Dividend In connection with a February 4, 2016 private placement of shares of the Company’s Common Stock (as discussed below), the conversion price for the Series E Preferred Stock was reduced effective February 4, 2016 from $5.04 to $3.40 per share of Series E Preferred Stock. Following this adjustment, each share of Series E Preferred Stock was convertible into the number of shares of common stock obtained by dividing the Series E Original Issue Price, of $990.00, by the adjusted conversion price, resulting in each share of Series E Preferred Stock being convertible into approximately 291.176 shares of common stock. A total of 9,375 shares of Series E Preferred Stock remained outstanding at the time of adjustment, and as a result of the adjustment, were convertible into approximately 2,729,780 shares of common stock in the aggregate, compared to 1,841,528 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 preferred deemed dividend of approximately $3.02 million for the additional value of the beneficial conversion feature in February 2016, the period of the adjustment. Additionally, in connection with a February 25, 2016 private placement of shares of the Company’s Common Stock and warrants to purchase shares of the Company’s Common Stock (as discussed below), the conversion price for the Series E Preferred Stock was further reduced effective February 25, 2016 from $3.40 to $3.25 per share of Series E Preferred Stock. 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, of $990.00, by the adjusted conversion price, resulting in each share of Series E Preferred Stock being convertible into approximately 304.615 shares of Common Stock. A total of 9,374 shares of Series E Preferred Stock remained outstanding at the time of adjustment, and as a result of the adjustment, are convertible into approximately 2,855,469 shares of Common Stock in the aggregate, compared to 2,729,489 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 an additional preferred deemed dividend of approximately $580,000 for the additional value of the beneficial conversion feature in February 2016, the period of the adjustment. Common Stock Sale of Common Stock In April 2015, the Company raised approximately $11.5 million in gross proceeds through a private placement to certain accredited investors of a total of 1,962,501 Units priced at $5.85 per Unit, with each Unit comprised of one share of the Company’s Common Stock and a 24-month warrant to purchase 0.4 of a share of Common Stock at an exercise price of $7.92. Net proceeds totaled approximately $10.5 million after commissions and legal fees. A total of 1,962,501 shares of Common Stock and warrants to acquire 785,045 shares of Common Stock were issued in the private placement, with 30 month warrants to acquire an additional 120,187 shares of Common Stock at an exercise price of $5.85 issued to broker-dealers acting on behalf of the Company in the placement. On February 4, 2016, the Company issued 367,647 shares of the Company’s Common Stock. The gross proceeds for this issuance totaled approximately $1.25 million. The shares were issued pursuant to subscription agreements entered into on February 4, 2016 between the Company and two accredited investors affiliated with Barry Honig, one of the Company’s directors. On February 25, 2016, the Company issued 2,120,882 Units, with each Unit comprised of one share of Common Stock and a 30-month warrant to purchase 0.5 of a share of Common Stock at an exercise price of $5.06, for a total of 2,120,882 shares of Common Stock and warrants to acquire an additional 1,060,429 shares of Common Stock. The Company received gross proceeds of approximately $6.9 million, and net proceeds of approximately $6.1 million after commissions and legal and other fees and expenses. On March 28, 2016, the Company issued 1,850,000 Units, with each Unit comprised of one share of Common Stock and a 30-month warrant to purchase 0.5 of a share of Common Stock at an exercise price of $4.35, for a total of 1,850,000 shares of Common Stock and warrants to acquire an additional 925,000 shares of Common Stock. The Company received net proceeds of approximately $6.0 million after legal fees and expenses. In connection with these private placements, certain FINRA broker-dealers acted on behalf of the Company and were paid aggregate cash commissions of approximately $695,000 and reimbursed for expenses of approximately $25,000 and were granted a 30-month warrant to acquire an aggregate of 261,590 shares of Common Stock at an exercise price of $5.06. Additionally, the Company paid a total of approximately $229,000 of legal fees and expenses in connection with the February 2016 and March 2016 private placements. On December 2, 2016, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”) with Laidlaw & Company (UK) Ltd. (“Laidlaw” or the “Underwriter”) pursuant to which, among other things, the Company agreed to issue and sell to the Underwriter, in an underwritten public offering (the “Offering”), an aggregate of 2,205,883 shares of the Company’s Common Stock at a public offering price of $3.40 per share of Common Stock. Net proceeds from the Offering were approximately $6.6 million, after deducting approximately $859,000 of underwriting discounts and commissions and legal fees and other expenses in connection with the Offering. The Company intends to use the net proceeds from the Offering for advancing its Relief Canyon project, capital expenditures, working capital and general corporate purposes. Common stock for services In March 2016, the Company issued an aggregate of 9,480 shares of its Common Stock to two consultants in connection with services rendered. The Company valued these common shares at the fair value ranging from $3.70 to $3.90 per common share or $35,599 based on the quoted trading price on the grant date. In connection with issuance of these common shares, the Company recorded stock-based consulting of $35,599 for the year ended December 31, 2016. In May 2016, the Company issued an aggregate of 4,843 shares of its Common Stock to a consultant in connection with services rendered. The Company valued these common shares at the fair value of $4.12 per common share or $20,000 based on the quoted trading price on the grant date. In connection with issuance of these common shares, the Company recorded stock-based consulting of $20,000 for the year ended December 31, 2016. In December 2016, the Company issued 1,000 shares of Common Stock upon the vesting of 1,000 restricted stock units to a former employee. The Company cancelled 2,000 forfeited restricted stock units and an aggregate of 11,111 shares of Common Stock due to forfeiture. Additionally, the Company cancelled an aggregate of 12,964 shares of Common Stock due to forfeiture from the termination of a consultant agreement. Restricted Stock Units On June 8, 2015 and June 9, 2015, the Company granted an aggregate of 66,668 restricted stock units to certain of the Company’s non-employee members of the board of directors. The fair market value on the date of grant was approximately $406,000. The restricted stock units vest over a three-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 September 4, 2015, as a result of the death of one of the non-employee members of the board of directors, 5,556 restricted stock units vested in full, and accordingly stock-based compensation was recognized as of December 31, 2015 reflecting the full vesting of the restricted stock units. As a result of the vesting, the Company issued 5,556 shares of Common Stock in September 2015. On June 28, 2015, the Company granted an aggregate of 700,000 restricted stock units to Mr. Stephen Alfers, the Company’s Chief Executive Officer and President. Under the terms of the agreement, 300,000 restricted stock units (the “Initial RSUs”) are subject to vesting upon Mr. Alfers’ continuous employment through December 31, 2018, with earlier vesting upon certain events, such as a change in control. The remaining 400,000 restricted stock units (the “Incentive RSUs”) are subject to vesting upon the attainment of certain performance-based milestones set forth in the agreement and become fully vested upon a change in control. For each fully vested restricted stock unit, Mr. Alfers will be entitled to receive one share of Common Stock upon the earlier of December 31, 2018, Mr. Alfers’ separation from service or death, or a change in control. The fair market value on the date of grant of Mr. Alfers’ restricted stock units was approximately $1,755,000 and $2,340,000 for the Initial RSU’s and Incentive RSU’s, respectively. Compensation expense will be recognized on the Incentive RSU’s as the targets are obtained. On December 9, 2015, the Company granted 12,500 restricted stock units to one of the Company’s non-employee members of the board of directors. The fair market value on the date of grant was approximately $45,750. The restricted stock units vest immediately. 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 23, 2015, the Company granted an aggregate of 50,000 restricted stock units to employees of the Company. The fair market value on the date of grant was approximately $175,000. The shares granted to employees vest one third on the date of grant and one third at the end of each of the years ending one and two years after the date of issuance. 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 employment under certain circumstances or upon a change in control. In June 2016, 120,000 Incentive RSUs vested upon the attainment of certain performance-based milestones. Accordingly, stock-based compensation expense of $702,000 was recognized during the year ended December 31, 2016. On June 24, 2016, the Company granted 5,995 restricted stock units to one of the Company’s non-employee members of the Company’s Board of Directors. The fair market value on the date of grant was $25,239. The restricted stock units vest over a three-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. In February 2017, the Company granted an aggregate of 116,229 restricted stock units to employees and directors of the Company in connection with employee bonus compensation and annual equity awards to non-employee directors for fiscal 2016. The fair market value on the date of grant was approximately $382,000. The restricted stock units granted to employees and directors vest 50% on the date of grant and the balance vest over a one-year period from the date of issuance. For each vested restricted stock unit, the holder will be entitled to receive one restricted share of the Company's Common Stock upon the holder's separation of employment under certain circumstances or upon a change in control. In March 2017, the Company granted 50,000 restricted stock units to the CEO of the Company in connection with bonus compensation for fiscal 2016. The fair market value on the date of grant was approximately $149,500. The restricted stock units granted to the CEO vested upon grant. The Common Stock underlying the restricted stock units will be issued upon on the earlier of a change in control or other acceleration or December 31, 2018. As of December 31, 2016, the Company recognized a liability equivalent to the fair value of approximately $530,000 which has been included in accounts payable and accrued expenses. Consequently, the Company recognized stock based compensation of approximately $530,000 during the year ended December 31, 2016 in connection with these transactions. During the year ended December 31, 2016 and 2015, the Company recorded total stock-based compensation expense in connection with restricted stock and restricted stock unit awards of $2,255,811 and $2,025,258, respectively. At December 31, 2016, there was a total of $2,896,941 of unrecognized compensation expense in connection with restricted stock and restricted stock unit awards. A summary of the status of the restricted stock units as of December 31, 2016 and 2015, and of changes in restricted stock units outstanding during the year ended December 31, 2016 and 2015, is as follows: Restricted Weighted Balance at December 31, 2014 19,158 $ 5.20 Granted 829,168 5.69 Vested and converted (5,556 ) 5.94 Forfeited Balance at December 31, 2015 842,770 5.60 Granted 5,995 4.21 Vested and converted (1,000 ) 3.50 Forfeited (2,000 ) 3.50 Balance at December 31, 2016 845,765 $ 5.68 Common Stock Options A summary of the Company’s stock options as of December 31, 2016 and 2015 and changes during the period are presented below: Number of Weighted Weighted Average Balance at December 31, 2014 1,811,121 $ 7.20 7.15 Granted Exercised Forfeited Cancelled Balance at December 31, 2015 1,811,121 7.20 6.15 Granted Exercised Forfeited (16,668 ) 7.20 Cancelled Balance outstanding at December 31, 2016 1,794,453 $ 7.21 5.20 Options exercisable at end of year 1,794,453 $ 7.21 Options expected to vest Weighted average fair value of options granted during the period $ Common Stock Warrants A summary of the Company’s outstanding stock warrants as of December 31, 2016 and 2015 and changes during the period then ended is as follows: Number of Weighted Average Weighted Balance at December 31, 2014 2,114,188 $ 7.74 1.83 Granted 913,566 7.62 1.62 Cancelled - - Forfeited (217,175 ) (9.00 ) Exercised Balance at December 31, 2015 2,810,579 7.55 1.07 Granted 2,247,019 7.62 2.50 Cancelled (746,432 ) 7.20 Forfeited Exercised Balance at December 31, 2016 4,311,166 $ 6.16 0.98 Warrants exercisable at December 31, 2016 4,311,166 $ 6.16 0.98 Weighted average fair value of warrants granted during the year ended December 31, 2016 $ 4.77 On January 28, 2015, the Company issued four-year warrants to purchase 8,334 shares of Common Stock to a consultant. The warrants vested on March 1, 2015 and are exercisable at $5.40 per share. The 8,334 warrants were valued on the grant date at approximately $2.88 per warrant or a total of approximately $24,300 using a Black-Scholes option pricing model with the following assumptions: stock price of $5.40 per share (based on the quoted trading price on the date of grant), volatility of 72%, expected term of 4 years, and a risk- free interest rate of 1.25%. The Company recognized stock-based consulting expense of approximately $24,300 during the year ended December 31, 2015. In April 2015, in connection with the private placement, the Company issued 24-month warrants to purchase shares of Common Stock at an exercise price of $7.92 per share, for a total of 785,045 shares of Common Stock. The Company also issued 30-month warrants to purchase 120,187 shares of Common Stock at an exercise price of $5.85 to broker-dealers acting on behalf of the Company in the private placement. In December 2015, 217,175 warrants to purchase shares of the Company’s common stock at a price of $9.00 per share were forfeited as the warrants were not exercised prior to their expiration date. On February 25, 2016, the Company granted 1,060,429 30-month warrants to purchase shares of Common Stock at an exercise price of $5.06 per share in connection with a private placement sale. The warrants are exercisable six months and a day after issuance and will expire on August 25, 2018. The Company also granted 30-month warrants to acquire an aggregate of 261,590 shares of Common Stock at an exercise price of $5.06 to a certain FINRA broker-dealer who acted on behalf of the Company. On March 28, 2016, the Company granted 925,000 30-month warrants to purchase shares of Common Stock at an exercise price of $4.35 per share in connection with a private placement sale. |
NET LOSS PER COMMON SHARE
NET LOSS PER COMMON SHARE | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
NET LOSS PER COMMON SHARE | NOTE 8 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 stockholder, 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. For the For the year ended year ended December 31, December 31, 2016 2015 Numerator: Net loss available to common stockholders $ (19,235,140) $ (19,123,933) Denominator: Denominator for basic and diluted loss per share (weighted-average shares) 25,483,353 21,165,083 Net loss per common share, basic and diluted $ (0.75) $ (0.90) December 31, December 31, 2016 2015 Common stock equivalents: Stock options 1,794,453 1,811,121 Stock warrants 4,311,166 2,810,579 Restricted stock units 845,765 842,770 Convertible preferred stock 2,725,092 1,841,528 Total 9,676,476 7,305,998 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 9 COMMITMENTS AND CONTINGENCIES Operating Leases The Company leases its corporate facility and certain office equipment under operating leases with expiration dates through 2018. In April 2015, the Company executed a new operating lease agreement for its corporate facility in Lakewood, Colorado. The lease is for a period of 39 11,250 6,738 4,512 15,988 5,217 10,771 62,020 62,364 2017 $ 83,343 2018 45,455 $ 128,798 Mining Leases As more fully discussed in Note 3 Mineral Properties, the Company leases certain mineral properties included in its Pershing Pass Property. 2017 $ 25,000 2018 25,000 2019 25,000 2020 25,000 2021 25,000 Thereafter 42,500 $ 167,500 The Company incurred mining lease payments of $ 16,458 10,000 Credit Facility On November 29, 2016, the Company entered into a non-binding term sheet with Sprott Resource Lending (the “Lender”) pursuant to which the Lender would provide a credit facility with a principal amount of up to $ 20 9.0 200,000 100,000 312,415 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 10 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 $ 63.2 December 31, December 31, 2016 2015 Tax benefit computed at “expected” statutory rate $ (5,316,096) $ (6,502,139) State income taxes, net of benefit Permanent differences: Stock based compensation and consulting 629,133 18,886 Prior year true-ups 833,847 Other 155,300 13,512 Increase in valuation allowance 4,531,663 5,635,894 Net income tax benefit $ $ December 31, December 31, 2016 2015 Computed “expected” tax expense (benefit) (34.0) % (34.0) % State income taxes 0 % 0 % Permanent differences 5.02 % 4.53 % Change in valuation allowance 28.98 % 29.47 % Effective tax rate 0.0 % 0.0 % The Company has a deferred tax asset which is summarized as follows at December 31, 2016 and 2015: December 31, December 31, 2016 2015 Net operating loss carryover $ 21,486,659 $ 18,920,702 Stock based compensation 4,422,167 4,986,677 Depreciable and depletable assets (212,727) (367,352) Mining explorations 5,390,018 3,028,546 Capital loss carryforward 1,482,865 1,482,863 Other 28,639 27,062 Less: valuation allowance (32,597,621) (28,078,498) Net deferred tax asset $ $ After consideration of all the evidence, both positive and negative, management has recorded a full valuation allowance at December 31, 2016, due to the uncertainty of realizing the deferred income tax assets. The valuation allowance was increased by approximately $ 4.5 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11 SUBSEQUENT EVENTS In February 2017, the Company granted an aggregate of 116,229 382,000 50 In February 2017, the Company granted 25,000 80,000 In February 2017, the Company issued 3,666 3,666 2,334 7,222 In February 2017, the Company granted 100,000 3.45 During January 2017 and February 2017, 1,128,358 In March 2017, the Company granted 50,000 149,500 In March 2017, the Company increased its statewide surface management surety bond with the BLM from approximately $ 5.6 12.3 1.4 30 3.7 |
SUMMARY OF SIGNIFICANT ACCOUN19
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016. In the preparation of the consolidated financial statements of the Company, intercompany transactions and balances have been eliminated. |
Use of estimates | Use of Estimates 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, the valuation of deferred tax assets and liabilities, including valuation allowance, amounts and timing of closure obligations, the assumptions used to calculate fair value of restricted stock units, options and warrants granted, stock-based compensation, beneficial conversion on preferred stock, capitalized mineral rights, asset valuations, timing of the performance criteria of restricted stock units and the fair value of common stock issued. |
Cash and cash equivalents | Cash and cash equivalents The Company considers all highly liquid investments with an original 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 |
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. |
Fair value of financial instruments | Fair Value of Financial Instruments The Company adopted Accounting Standards Codification (“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 requires 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 Financial Accounting Standard Board’s (“FASB”) 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, other receivables, prepaid expenses, accounts payable and accrued expenses approximate their estimated fair market values based on the short-term maturity of these instruments. |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets of $ 1,139,760 899,228 312,415 0 |
Mineral property acquisition and exploration costs | Mineral Property Acquisition and Exploration Costs Costs of leasing, 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 identifies 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 being expensed. 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. Mining assets include mineral rights. 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 provide that in fair valuing mineral assets, 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 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 impairment of its long-lived assets at December 31, 2016 and 2015, 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 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” (“ASC 718”), 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). ASC 718 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. Effective for fiscal year-ended December 31, 2016, the Company early adopted ASU 2016-09, “Compensation - Stock Compensation (Topic 718)” (“ASU 2016-09”). The Company has elected to recognize the effect of forfeitures in compensation cost as forfeitures occur. Any previously recognized compensation cost will be reversed in the period of forfeiture. 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. |
Related party transaction | Related party transaction 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. |
Foreign currency transaction | Foreign currency transactions The Company accounts for foreign currency transactions in accordance with ASC 830, “Foreign Currency Matters” (“ASC 830”) and more specifically the guidance in subsection ASC 830-20, “Foreign Currency Transactions”. The U.S. dollar is the functional and reporting currency for the Company and its subsidiaries. Monetary assets and liabilities denominated in foreign currencies are translated into U.S. dollars at exchange rates in effect at the balance sheet date, with the resulting gains or losses upon settlement reported in foreign exchange gain (loss) in the computation of net income (loss). |
Recent accounting pronouncements | Recent Accounting Pronouncements In May 2014, FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” related to revenue from contracts with customers. This ASU was further amended in August 2015, March 2016, April 2016, May 2016 and December 2016 by ASU No. 2015-14, No. 2016-08, No. 2016-10, No. 2016-12 and No. 2016-20, respectively. The new standard provides a five-step approach to be applied to all contracts with customers and also requires expanded disclosures about revenue recognition. In August 2015, the effective date was deferred to reporting periods, including interim periods, beginning after December 15, 2017 and will be applied retrospectively. Early adoption is not permitted. The Company does not expect the impact of these revenue recognition updates to be material on the Company’s consolidated financial statements. In April 2015, FASB issued ASU 2015-03, “Interest Imputation of Interest” (Subtopic 835-30) which focuses on simplifying the presentation of debt issuance costs. The amendments in this update require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this update. The ASU is effective for periods beginning after December 15, 2015 for public companies. The Company’s adoption did not have a material impact on the Company’s consolidated results of operations, financial position and related disclosures. In November 2015, FASB issued ASU 2015-17, “Balance Sheet Classification of Deferred Taxes” (“ASU 2015-17”), which requires entities to present deferred tax assets and deferred tax liabilities as noncurrent in a classified balance sheet. ASU 2015-17 simplifies the current guidance in ASC Topic 740, “Income Taxes”, which requires entities to separately present deferred tax assets and liabilities as current and noncurrent in a classified balance sheet. ASU 2015-17 is effective for fiscal years beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted for all entities as of the beginning of an interim or annual reporting period. The Company does not expect the impact of ASU 2015-17 to be material on the Company’s consolidated financial statements. In February 2016, FASB issued ASU 2016-02, “Leases” (Topic 842). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases. The new guidance will be effective for fiscal years beginning after December 15, 2018, and interim periods within those annual periods and is applied retrospectively. Early adoption is permitted. The Company is currently in the process of assessing the impact the adoption of this guidance will have on the Company’s consolidated financial statements. In March 2016, FASB issued ASU 2016-09, “Compensation - Stock Compensation (Topic 718)” (“ASU 2016-09”) as part of FASB's simplification initiative focused on improving areas of GAAP for which cost and complexity may be reduced while maintaining or improving the usefulness of information disclosed within the financial statements. ASU 2016-09 focuses on simplification specifically with regard to share-based payment transactions, including income tax consequences, classification of awards as equity or liabilities and classification on the statement of cash flows. The guidance in ASU 2016-09 is effective for fiscal years beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted. The Company’s adoption did not have a material impact on the Company’s consolidated results of operations, financial position and related disclosures. In August 2016, FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the FASB Emerging Issues Task Force)” (“ASU 2016-15”). ASU 2016-15 addresses the following eight specific cash flow issues: Debt prepayment or debt extinguishment costs; settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing; contingent consideration payments made after a business combination; proceeds from the settlement of insurance claims; proceeds from the settlement of corporate-owned life insurance policies (including bank-owned life insurance policies); distributions received from equity method investees; beneficial interests in securitization transactions; and separately identifiable cash flows and application of the predominance principle. This guidance will be effective for the Company on January 1, 2018. The Company does not believe the guidance will have a material impact on its consolidated financial statements. In November 2016, the FASB issued ASU 2016-18 “Statement of Cash Flows (Topic 230): Restricted Cash,”or ASU2016-18. ASU 2016-18 is intended to clarify how entities present restricted cash in the statement of cash flows. The guidance requires entities to show the changes in the total of cash and cash equivalents and restricted cash in the statement of cash flows. As a result, entities will no longer present transfers between cash and cash equivalents and restricted cash in the statement of cash flows. When cash and cash equivalents and restricted cash are presented in more than one line item on the balance sheet, the new guidance requires a reconciliation of the totals in the statement of cash flows to the related captions in the balance sheet. This reconciliation can be presented either on the face of the statement of cash flows or in the notes to the financial statements. ASU 2016-18 is effective for fiscal years beginning after December 15, 2017 and is to be applied retrospectively. Upon the adoption of the new guidance, the Company will change the presentation of restricted cash in our current statement of cash flows to conform to the new requirements. 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, 2016 | |
Mineral Industries Disclosures [Abstract] | |
Mineral Property | Mineral properties consisted of the following: December 31, December 31, 2016 2015 Relief Canyon Mine Gold Acquisition $ 8,501,071 $ 8,501,071 Relief Canyon Mine Newmont Properties 13,709,441 13,709,441 Pershing Pass Property 576,400 576,400 $ 22,786,912 $ 22,786,912 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property and equipment consisted of the following: December 31, December 31, Estimated Life 2016 2015 Furniture and fixtures 5 years $ 56,995 $ 56,995 Office and computer equipment 1 - 5 years 416,363 402,835 Land 358,886 358,886 Building and improvements 5 - 25 years 820,182 812,967 Site costs 10 years 1,412,624 1,400,197 Crushing system 20 years 2,505,012 2,482,976 Process plant and equipment 10 years 3,517,809 3,486,864 Vehicles and mining equipment 5 - 10 years 699,025 699,025 9,786,896 9,700,745 Less: accumulated depreciation (5,475,916) (4,378,850) $ 4,310,980 $ 5,321,895 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Notes Payable [Abstract] | |
Schedule of Notes Payable | Notes payable short and long term portion consisted of the following: December 31, 2016 December 31, 2015 Total notes payable $ - $ 17,319 Less: current portion - (17,319) Long term portion $ - $ - |
ASSET RETIREMENT OBLIGATIONS (T
ASSET RETIREMENT OBLIGATIONS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Schedule of Asset Retirement Obligations | The following table summarizes activity in the Company’s ARO: December 31, December 31, 2016 2015 Balance, beginning of year $ 783,539 $ 798,605 Accretion expense 38,923 46,148 Reclamation obligations settled - (18,737) Additions and changes in estimates 72,623 (42,477) Balance, end of year $ 895,085 $ 783,539 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
Summary of the outstanding restricted stock | A summary of the status of the restricted stock units as of December 31, 2016 and 2015, and of changes in restricted stock units outstanding during the year ended December 31, 2016 and 2015, is as follows: Weighted Average Grant-Date Restricted Fair Value Stock Units Per Share Balance at December 31, 2014 19,158 $ 5.20 Granted 829,168 5.69 Vested and converted (5,556) 5.94 Forfeited Balance at December 31, 2015 842,770 5.60 Granted 5,995 4.21 Vested and converted (1,000) 3.50 Forfeited (2,000) 3.50 Balance at December 31, 2016 845,765 $ 5.68 |
Summary of the outstanding stock options | A summary of the Company’s stock options as of December 31, 2016 and 2015 and changes during the period are presented below: Weighted Average Weighted Remaining Number of Average Contractual Life Options Exercise Price (Years) Balance at December 31, 2014 1,811,121 $ 7.20 7.15 Granted Exercised Forfeited Cancelled Balance at December 31, 2015 1,811,121 7.20 6.15 Granted Exercised Forfeited (16,668) 7.20 Cancelled Balance outstanding at December 31, 2016 1,794,453 $ 7.21 5.20 Options exercisable at end of year 1,794,453 $ 7.21 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, 2016 and 2015 and changes during the period then ended is as follows: Weighted Average Remaining Number of Weighted Average Contractual Warrants Exercise Price Life (Years) Balance at December 31, 2014 2,114,188 $ 7.74 1.83 Granted 913,566 7.62 1.62 Cancelled - - Forfeited (217,175) (9.00) Exercised Balance at December 31, 2015 2,810,579 7.55 1.07 Granted 2,247,019 7.62 2.50 Cancelled (746,432) 7.20 Forfeited Exercised Balance at December 31, 2016 4,311,166 $ 6.16 0.98 Warrants exercisable at December 31, 2016 4,311,166 $ 6.16 0.98 Weighted average fair value of warrants granted during the year ended December 31, 2016 $ 4.77 |
NET LOSS PER COMMON SHARE (Tabl
NET LOSS PER COMMON SHARE (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 2015 Numerator: Net loss available to common stockholders $ (19,235,140) $ (19,123,933) Denominator: Denominator for basic and diluted loss per share (weighted-average shares) 25,483,353 21,165,083 Net loss per common share, basic and diluted $ (0.75) $ (0.90) |
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, 2016 2015 Common stock equivalents: Stock options 1,794,453 1,811,121 Stock warrants 4,311,166 2,810,579 Restricted stock units 845,765 842,770 Convertible preferred stock 2,725,092 1,841,528 Total 9,676,476 7,305,998 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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: 2017 $ 83,343 2018 45,455 $ 128,798 |
Schedule of future minimum lease payments under mining leases | The future minimum lease payments under these mining leases are as follows: 2017 $ 25,000 2018 25,000 2019 25,000 2020 25,000 2021 25,000 Thereafter 42,500 $ 167,500 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 and 2015: December 31, December 31, 2016 2015 Tax benefit computed at “expected” statutory rate $ (5,316,096) $ (6,502,139) State income taxes, net of benefit Permanent differences: Stock based compensation and consulting 629,133 18,886 Prior year true-ups 833,847 Other 155,300 13,512 Increase in valuation allowance 4,531,663 5,635,894 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, 2016 and 2015: December 31, December 31, 2016 2015 Computed “expected” tax expense (benefit) (34.0) % (34.0) % State income taxes 0 % 0 % Permanent differences 5.02 % 4.53 % Change in valuation allowance 28.98 % 29.47 % Effective tax rate 0.0 % 0.0 % |
Summary of deferred tax asset | Deferred tax assets: December 31, December 31, 2016 2015 Net operating loss carryover $ 21,486,659 $ 18,920,702 Stock based compensation 4,422,167 4,986,677 Depreciable and depletable assets (212,727) (367,352) Mining explorations 5,390,018 3,028,546 Capital loss carryforward 1,482,865 1,482,863 Other 28,639 27,062 Less: valuation allowance (32,597,621) (28,078,498) Net deferred tax asset $ $ |
ORGANIZATION AND DESCRIPTION 28
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Textual) - $ / shares | 1 Months Ended | |||
Jun. 17, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Jun. 16, 2015 | |
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 | ||
Stockholders' Equity, Reverse Stock Split | 1-for-18 | |||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||
Amendment [Member] | ||||
Common Stock, Shares Authorized | 200,000,000 | 800,000,000 | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 |
SUMMARY OF SIGNIFICANT ACCOUN29
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Prepaid expenses | $ 1,139,760 | $ 899,228 |
Federal Deposit Insurance Corporation Premium Expense | 250,000 | |
Other Current Assets [Member] | ||
Debt Issuance Costs, Current, Net | $ 312,415 | $ 0 |
Maximum [Member] | Property, Plant and Equipment [Member] | ||
Estimated useful life | 25 years | |
Minimum [Member] | Property, Plant and Equipment [Member] | ||
Estimated useful life | 1 year |
MINERAL PROPERTIES (Details)
MINERAL PROPERTIES (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Mineral properties | ||
Total Mineral Properties | $ 22,786,912 | $ 22,786,912 |
Relief Canyon Mine - Gold Acquisition | ||
Mineral properties | ||
Total Mineral Properties | 8,501,071 | 8,501,071 |
Relief Canyon Mine - Newmont Properties | ||
Mineral properties | ||
Total Mineral Properties | 13,709,441 | 13,709,441 |
Pershing Pass Property | ||
Mineral properties | ||
Total Mineral Properties | $ 576,400 | $ 576,400 |
MINERAL PROPERTIES (Details Tex
MINERAL PROPERTIES (Details Textual) | Jan. 14, 2015USD ($)amine | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($)aminelb | Dec. 31, 2015USD ($) | Nov. 30, 2013USD ($) | Apr. 05, 2012amine |
Mineral properties | ||||||
Royalty percentage on precious metals | 1.00% | |||||
Restricted cash | $ 2,250,000 | $ 2,250,000 | $ 2,250,000 | |||
Payments to Acquire Businesses, Gross | $ 6,000,000 | |||||
Debt Instrument, Collateral Amount | $ 3,700,000 | |||||
Relief Canyon | ||||||
Mineral properties | ||||||
Unpatented mill sites owned | mine | 74 | |||||
Net smelter return royalty percentage | 2.00% | |||||
Unpatented mining claims owned | mine | 948 | |||||
Acres of Property | a | 25,000 | |||||
Mine site Claim Owned | mine | 120 | |||||
Unpatented Mining Claims Leased | mine | 172 | |||||
Area of Land for Leased | a | 2,235 | |||||
Area of Land for Subleased | a | 2,770 | |||||
Royalty Return Percentage | 2.00% | |||||
Royalty Return Percentage Total | 4.50% | |||||
Third party | ||||||
Mineral properties | ||||||
Amount of the bonds written | $ 5,000,000 | |||||
Restricted cash required to be maintained as a percentage of the value of the bonds | 45.00% | |||||
Newmont USA Ltd | ||||||
Mineral properties | ||||||
Acres of Property | a | 1,300 | |||||
BLM | ||||||
Mineral properties | ||||||
Statewide bond | $ 5,600,000 | |||||
Excess amount of the current coverage requirement to reclaim land disturbed in exploration and mining operations | 30,000 | |||||
Debt Instrument, Collateral Amount | $ 3,700,000 | |||||
BLM | Subsequent Event | ||||||
Mineral properties | ||||||
Payments For Additional Collateral | $ 1,400,000 | |||||
Debt Instrument, Collateral Percentage | 30.00% | |||||
Debt Instrument, Collateral Amount | $ 12,300,000 | |||||
New Nevada Lands, LLC | ||||||
Mineral properties | ||||||
Acres of Property | a | 1,600 | |||||
Maximum | Relief Canyon | ||||||
Mineral properties | ||||||
Net smelter return royalty percentage | 5.00% | |||||
Royalty Return Percentage | 5.00% | |||||
Maximum | BLM | Subsequent Event | ||||||
Mineral properties | ||||||
Statewide bond | 12,300,000 | |||||
Minimum | Relief Canyon | ||||||
Mineral properties | ||||||
Net smelter return royalty percentage | 2.00% | |||||
Royalty Return Percentage | 2.00% | |||||
Minimum | BLM | Subsequent Event | ||||||
Mineral properties | ||||||
Statewide bond | $ 5,600,000 | |||||
Relief Canyon Mine - Newmont Properties | ||||||
Mineral properties | ||||||
Unpatented lode mining claims owned | mine | 62 | |||||
Relief Canyon Mine - Newmont Properties | 2006 Mineral Lease and Sublease | ||||||
Mineral properties | ||||||
Rental payment per acre per year | a | 10 | |||||
Minerals Lease and Sublease work commitment Amount | $ 500,000 | |||||
Relief Canyon Mine - Newmont Properties | Victoria Gold | ||||||
Mineral properties | ||||||
Area of properties held under leases and subleases | a | 8,900 | |||||
Relief Canyon Mine - Newmont Properties | Victoria Gold | Relief Canyon | ||||||
Mineral properties | ||||||
Acres of Property | a | 13,300 | |||||
Relief Canyon Mine - Newmont Properties | Newmont USA Ltd | ||||||
Mineral properties | ||||||
Unpatented lode mining claims owned | mine | 155 | |||||
Acres of privately-owned fee minerals leased (in acres) | a | 4,900 | |||||
Relief Canyon Mine - Newmont Properties | Newmont USA Ltd | Relief Canyon | ||||||
Mineral properties | ||||||
Acres of Property | a | 2,800 | |||||
Pershing Pass Property | ||||||
Mineral properties | ||||||
Unpatented mill sites owned | mine | 17 | |||||
Net smelter return royalty percentage | 2.00% | |||||
Unpatented mining claims owned | mine | 700 | |||||
Acres of Property | a | 12,000 | |||||
Area of properties held under leases and subleases | a | 600 | |||||
Gold price (per ounce) | lb | 500 | |||||
Royalty percentage on gold if gold prices are over $1,500 per ounce | 3.50% | |||||
Gold price (per ounce) | lb | 1,500 | |||||
Rate at which the entity can repurchase royalty percentage of gold | $ 600,000 | |||||
Royalty Return Percentage | 2.00% | |||||
Pershing Pass Property | Other Metal | ||||||
Mineral properties | ||||||
Royalty percentage on precious metals | 0.50% | |||||
Pershing Pass Property | Wolf Pack Gold (Nevada) Corp | ||||||
Mineral properties | ||||||
Unpatented mining claims owned | mine | 19 | |||||
Purchase price for acquisition of unpatented mining claims | $ 250,000 | |||||
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 | |||||
2015 Newmont Lease | ||||||
Mineral properties | ||||||
Acres of Property | a | 2,770 | |||||
Amount required to be spent in exploration expenses in 2013 | $ 2,500,000 | |||||
Percentage of Royalty To Smelter Returns | 2.50% | |||||
Minerals Lease and Sublease work commitment Amount | $ 2,600,000 | |||||
Minerals Lease and Sublease exploration expenditures | $ 2,600,000 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | $ 9,786,896 | $ 9,700,745 |
Less: accumulated depreciation | (5,475,916) | (4,378,850) |
Total property and equipment, net | 4,310,980 | 5,321,895 |
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 | $ 416,363 | 402,835 |
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 | $ 358,886 | 358,886 |
Estimated Life | 0 years | |
Building and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | $ 820,182 | 812,967 |
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 | $ 1,412,624 | 1,400,197 |
Estimated Life | 10 years | |
Crushing system | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | $ 2,505,012 | 2,482,976 |
Estimated Life | 20 years | |
Process plant and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | $ 3,517,809 | 3,486,864 |
Estimated Life | 10 years | |
Vehicles and mining equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | $ 699,025 | $ 699,025 |
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 (Detai33
PROPERTY AND EQUIPMENT (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation | $ 1,097,066 | $ 1,125,758 |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Schedule Of Short Term And Long Term Portion [Line Items] | ||
Total notes payable | $ 0 | $ 17,319 |
Less: current portion | 0 | (17,319) |
Long term portion | $ 0 | $ 0 |
NOTES PAYABLE (Details Textual)
NOTES PAYABLE (Details Textual) | 1 Months Ended | 12 Months Ended | |
Aug. 31, 2012USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Debt Instrument [Line Items] | |||
Notes payable | $ 0 | $ 17,319 | |
Interest Expense | $ 488 | $ 2,287 | |
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% | ||
Monthly payments of the debt | $ 2,226 |
ASSET RETIREMENT OBLIGATIONS (D
ASSET RETIREMENT OBLIGATIONS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Balance, beginning of year | $ 783,539 | $ 798,605 |
Accretion expense | 38,923 | 46,148 |
Reclamation obligations settled | 0 | (18,737) |
Additions and changes in estimates | 72,623 | (42,477) |
Balance, end of year | $ 895,085 | $ 783,539 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) - Restricted Stock Units (RSUs) [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Restricted Stock Unit | ||
Beginning Balance | 842,770 | 19,158 |
Granted | 5,995 | 829,168 |
Vested and converted | (1,000) | (5,556) |
Forfeited | (2,000) | 0 |
Ending Balance | 845,765 | 842,770 |
Weighted Average Grant-Date Fair Value Per Share | ||
Beginning Balance | $ 5.60 | $ 5.20 |
Granted | 4.21 | 5.69 |
Vested and converted | 3.50 | 5.94 |
Forfeited | 3.50 | 0 |
Ending Balance | $ 5.68 | $ 5.60 |
STOCKHOLDERS' EQUITY (Details 1
STOCKHOLDERS' EQUITY (Details 1) - $ / shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2013 | |
Number of Options | |||
Beginning Balance | 1,811,121 | 1,811,121 | |
Granted | 0 | 0 | |
Exercised | 0 | 0 | |
Forfeited | (16,668) | 0 | |
Cancelled | 0 | 0 | |
Ending Balance | 1,794,453 | 1,811,121 | |
Options exercisable at end of year | 1,794,453 | ||
Options expected to vest | 0 | ||
Weighted Average Exercise Price | |||
Beginning Balance | $ 7.2 | $ 7.20 | |
Granted | 0 | 0 | |
Exercised | 0 | 0 | |
Forfeited | 7.2 | 0 | |
Cancelled | 0 | 0 | |
Ending Balance | 7.21 | $ 7.2 | |
Options exercisable at end of years | 7.21 | ||
Weighted average fair value of options granted during the period | $ 0 | ||
Weighted Average Remaining Contractual Life (Years) | |||
Balance | 5 years 2 months 12 days | 6 years 1 month 24 days | 7 years 1 month 24 days |
Granted | 0 years | 0 years | |
Exercised | 0 years | 0 years | |
Forfeited | 0 years | 0 years | |
Cancelled | 0 years | 0 years |
STOCKHOLDERS' EQUITY (Details 2
STOCKHOLDERS' EQUITY (Details 2) - $ / shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2013 | |
Number of Warrants | |||
Beginning Balance | 2,810,579 | 2,114,188 | |
Granted | 2,247,019 | 913,566 | |
Cancelled | (746,432) | 0 | |
Forfeited | 0 | (217,175) | |
Exercised | 0 | 0 | |
Ending Balance | 4,311,166 | 2,810,579 | |
Balance | 4,311,166 | ||
Weighted Average Exercise Price | |||
Beginning Balance | $ 7.55 | $ 7.74 | |
Granted | 7.62 | 7.62 | |
Cancelled | 7.20 | 0 | |
Forfeited | 0 | (9) | |
Exercised | 0 | 0 | |
Ending Balance | 6.16 | $ 7.55 | |
Warrants exercisable | 6.16 | ||
Weighted average fair value of warrants granted during the period | $ 4.77 | ||
Weighted Average Remaining Contractual Life (Years) | |||
Balance | 11 months 23 days | 1 year 25 days | 1 year 9 months 29 days |
Granted | 2 years 6 months | 1 year 7 months 13 days | |
Cancelled | 0 years | 0 years | |
Forfeited | 0 years | 0 years | |
Exercised | 0 years | 0 years | |
Warrants exercisable | 11 months 23 days |
STOCKHOLDERS' EQUITY (Details T
STOCKHOLDERS' EQUITY (Details Textual) - USD ($) | Dec. 02, 2016 | Feb. 04, 2016 | Jun. 28, 2015 | Jun. 09, 2015 | Mar. 31, 2017 | Feb. 28, 2017 | Dec. 31, 2016 | Jun. 30, 2016 | Jun. 24, 2016 | May 31, 2016 | Mar. 31, 2016 | Mar. 28, 2016 | Feb. 29, 2016 | Feb. 25, 2016 | Dec. 23, 2015 | Dec. 09, 2015 | Sep. 30, 2015 | Apr. 30, 2015 | Jan. 28, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Jun. 17, 2015 | Jun. 16, 2015 |
Class of Stock [Line Items] | |||||||||||||||||||||||
Stock authorized, shares | 50,000,000 | 50,000,000 | 50,000,000 | ||||||||||||||||||||
Par value of preferred stock authorized (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||
Preferred stock, Outstanding (in shares) | 9,374 | ||||||||||||||||||||||
Stock issued (in shares) | 4,843 | 990 | |||||||||||||||||||||
Number of shares of common stock to be acquired | 304.615 | ||||||||||||||||||||||
Number of share of preferred stock converted in common shares | 2,855,469 | ||||||||||||||||||||||
Common Stock Prior To Adjustment | 2,729,489 | ||||||||||||||||||||||
Share Price | $ 4.12 | $ 5.40 | |||||||||||||||||||||
Share-based Goods and Nonemployee Services Transaction, Valuation Method, Expected Volatility Rate | 72.00% | ||||||||||||||||||||||
Share-based Goods and Nonemployee Services Transaction, Valuation Method, Expected Term | 4 years | ||||||||||||||||||||||
Share-based Goods and Nonemployee Services Transaction, Valuation Method, Risk Free Interest Rate | 1.25% | ||||||||||||||||||||||
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 | 200,000,000 | ||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 20,000 | $ 35,599 | $ 55,599 | $ 24,300 | |||||||||||||||||||
Additional Collateral, Aggregate Fair Value | $ 580,000 | ||||||||||||||||||||||
Proceeds from Issuance of Common Stock | 19,795,476 | 10,461,842 | |||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 9,480 | ||||||||||||||||||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | 0 | ||||||||||||||||||||||
Share-based Compensation | 2,311,410 | $ 2,049,567 | |||||||||||||||||||||
Accounts Payable and Accrued Liabilities [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Deferred Compensation Liability, Current | $ 530,000 | 530,000 | |||||||||||||||||||||
Share-based Compensation | $ 530,000 | ||||||||||||||||||||||
Laidlaw Company UK Ltd [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Stock issued (in shares) | 2,205,883 | ||||||||||||||||||||||
Payments of Stock Issuance Costs | $ 859,000 | ||||||||||||||||||||||
Shares Issued, Price Per Share | $ 3.40 | ||||||||||||||||||||||
Proceeds from Issuance of Common Stock | $ 6,600,000 | ||||||||||||||||||||||
Preferred Stock [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Stock authorized, shares | 50,000,000 | 50,000,000 | |||||||||||||||||||||
Par value of preferred stock authorized (in dollars per share) | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||
Amendment [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Common Stock, Shares Authorized | 200,000,000 | 800,000,000 | |||||||||||||||||||||
Private Placement [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Stock authorized, shares | 785,045 | ||||||||||||||||||||||
Number of common shares issued upon conversion | 261,590 | 261,590 | |||||||||||||||||||||
Stock issued (in shares) | 367,647 | 1,850,000 | 2,120,882 | ||||||||||||||||||||
Number of shares of common stock to be acquired | 0.5 | 0.5 | |||||||||||||||||||||
Number of shares of common stock issued for each warrant | 925,000 | 1,060,429 | |||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5.06 | ||||||||||||||||||||||
Gross proceeds from sale of units | $ 1,250,000 | $ 6,900,000 | |||||||||||||||||||||
Proceeds from Issuance or Sale of Equity | $ 10,500,000 | ||||||||||||||||||||||
Commissions paid in cash | $ 695,000 | ||||||||||||||||||||||
Payments of Stock Issuance Costs | 25,000 | ||||||||||||||||||||||
Legal Fees | $ 6,000,000 | $ 229,000 | $ 6,100,000 | ||||||||||||||||||||
Warrants To Purchase Common Stock | 120,187 | ||||||||||||||||||||||
Share Price | $ 4.35 | $ 5.06 | |||||||||||||||||||||
Common Stock, Shares Authorized | 1,850,000 | 2,120,882 | |||||||||||||||||||||
Shares Issued, Price Per Share | $ 7.92 | ||||||||||||||||||||||
Units Shares [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Conversion price per share of common stock (in dollars per share) | $ 261,590 | ||||||||||||||||||||||
Number Of Common Stock Per Unit | 5.06 | ||||||||||||||||||||||
Number of shares of common stock issued for each warrant | 925,000 | 1,060,429 | |||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 4.35 | $ 5.06 | |||||||||||||||||||||
Warrants Expiration Date | Aug. 25, 2018 | ||||||||||||||||||||||
Units Shares [Member] | Private Placement [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Common Stock Units Sold | 1,962,501 | ||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5.85 | ||||||||||||||||||||||
Gross proceeds from sale of units | $ 11,500,000 | ||||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Restricted common stock granted | 8,334 | ||||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Options Granted In Period Total Fair Value | $ 24,300 | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 2.88 | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 8,334 | ||||||||||||||||||||||
Warrant [Member] | Private Placement [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Number of shares of common stock issued for each warrant | 0.4 | ||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 7.92 | ||||||||||||||||||||||
Common Stock Options | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Number of common shares issued upon conversion | 120,187 | ||||||||||||||||||||||
Conversion price per share of common stock (in dollars per share) | $ 5.85 | ||||||||||||||||||||||
Number of shares of common stock issued for each warrant | 217,175 | ||||||||||||||||||||||
Share Price | $ 9 | ||||||||||||||||||||||
Subsequent Event | Warrant [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Number of shares of common stock issued for each warrant | 100,000 | ||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3.45 | ||||||||||||||||||||||
Maximum | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Share Price | $ 3.90 | ||||||||||||||||||||||
Maximum | Private Placement [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Adjusted Conversion Price | 3.40 | ||||||||||||||||||||||
Minimum | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Share Price | $ 3.70 | ||||||||||||||||||||||
Minimum | Private Placement [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Adjusted Conversion Price | 3.25 | ||||||||||||||||||||||
Restricted Stock | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Stock-based compensation expense | $ 2,255,811 | $ 2,025,258 | |||||||||||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options | $ 2,896,941 | $ 2,896,941 | |||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Granted In Period Total Fair Value | $ 175,000 | ||||||||||||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 50,000 | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 1,000 | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | 2,000 | ||||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Restricted common stock granted | 5,995 | 829,168 | |||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Granted In Period Total Fair Value | $ 25,239 | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 4.21 | $ 5.69 | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 5,995 | 829,168 | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 1,000 | 5,556 | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | 2,000 | 0 | |||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | Subsequent Event | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Restricted common stock granted | 25,000 | ||||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Granted In Period Total Fair Value | $ 80,000 | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 25,000 | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 3,666 | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | 2,334 | ||||||||||||||||||||||
Incentive RSU [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Stock-based compensation expense | $ 702,000 | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 120,000 | ||||||||||||||||||||||
Employees and Consultants | Restricted Stock | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Granted In Period Total Fair Value | $ 45,750 | ||||||||||||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 12,500 | ||||||||||||||||||||||
Consultant | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Warrants To Purchase Common Stock Shares | 8,334 | ||||||||||||||||||||||
Chief Executive Officer | Restricted Stock Units (RSUs) [Member] | Subsequent Event | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Restricted common stock granted | 50,000 | ||||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Options Granted In Period Total Fair Value | $ 149,500 | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 50,000 | ||||||||||||||||||||||
Board of Directors | Restricted Stock Units (RSUs) [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Restricted common stock granted | 66,668 | 5,995 | |||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Granted In Period Total Fair Value | $ 406,000 | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 5,556 | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 66,668 | 5,995 | |||||||||||||||||||||
Chief Executive Officer And President [Member] | Initial RSU [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Restricted common stock granted | 300,000 | ||||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Granted In Period Total Fair Value | $ 1,755,000 | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 300,000 | ||||||||||||||||||||||
Chief Executive Officer And President [Member] | Restricted Stock Units (RSUs) [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Restricted common stock granted | 700,000 | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 700,000 | ||||||||||||||||||||||
Chief Executive Officer And President [Member] | Incentive RSU [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Restricted common stock granted | 400,000 | ||||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Granted In Period Total Fair Value | $ 2,340,000 | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 400,000 | ||||||||||||||||||||||
Employee and Directors [Member] | Restricted Stock Units (RSUs) [Member] | Subsequent Event | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Restricted common stock granted | 116,229 | ||||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Granted In Period Total Fair Value | $ 382,000 | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 50.00% | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 116,229 | ||||||||||||||||||||||
Warrant To Purchase Common Stock | Consultant | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5.40 | ||||||||||||||||||||||
Convertible Series A Preferred Stock | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Stock authorized, shares | 2,250,000 | 2,250,000 | 2,250,000 | ||||||||||||||||||||
Par value of preferred stock authorized (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||
Preferred stock, Issued (in shares) | 0 | 0 | 0 | ||||||||||||||||||||
Preferred stock, Outstanding (in shares) | 0 | 0 | 0 | ||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 0 | ||||||||||||||||||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ 0 | ||||||||||||||||||||||
Convertible Series B Preferred Stock | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Stock authorized, shares | 8,000,000 | 8,000,000 | 8,000,000 | ||||||||||||||||||||
Par value of preferred stock authorized (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||
Preferred stock, Issued (in shares) | 0 | 0 | 0 | ||||||||||||||||||||
Preferred stock, Outstanding (in shares) | 0 | 0 | 0 | ||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 0 | ||||||||||||||||||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ 0 | ||||||||||||||||||||||
Convertible Series C Preferred Stock | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Stock authorized, shares | 3,284,396 | 3,284,396 | 3,284,396 | ||||||||||||||||||||
Par value of preferred stock authorized (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||
Preferred stock, Issued (in shares) | 0 | 0 | 0 | ||||||||||||||||||||
Preferred stock, Outstanding (in shares) | 0 | 0 | 0 | ||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 0 | ||||||||||||||||||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ 0 | ||||||||||||||||||||||
Series E Preferred Stock | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Stock authorized, shares | 15,151 | 328 | 100 | 50 | 15,151 | 15,151 | |||||||||||||||||
Par value of preferred stock authorized (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||
Preferred stock, Issued (in shares) | 8,946 | 8,946 | 9,375 | ||||||||||||||||||||
Preferred stock, Outstanding (in shares) | 8,946 | 8,946 | 9,375 | ||||||||||||||||||||
Number of shares of common stock to be acquired | 291.176 | ||||||||||||||||||||||
Aggregate number of common shares issued upon conversion | 99,916 | 30,461 | 292 | 9,822 | |||||||||||||||||||
Common Stock Units Sold | 9,375 | ||||||||||||||||||||||
Common Stock Prior To Adjustment | 1,841,528 | ||||||||||||||||||||||
Preferred Stock Convertible Beneficial Conversion Feature | $ 2,729,780 | ||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 0 | ||||||||||||||||||||||
Additional Collateral, Aggregate Fair Value | 3,020,000 | ||||||||||||||||||||||
Conversion of Stock, Amount Issued | $ 990 | ||||||||||||||||||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ 0 | ||||||||||||||||||||||
Series E Preferred Stock | Maximum | February 4, 2016 Private Placement [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Adjusted Conversion Price | 5.04 | ||||||||||||||||||||||
Series E Preferred Stock | Minimum | February 4, 2016 Private Placement [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Adjusted Conversion Price | 3.40 | ||||||||||||||||||||||
Common Stock | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ 1,000 | ||||||||||||||||||||||
Stock Issued During Period, Value, Restricted Stock Award, Forfeitures | 11,111 | ||||||||||||||||||||||
Common Stock | Consultant Agreement [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Stock Issued During Period, Value, Restricted Stock Award, Forfeitures | $ 12,964 | ||||||||||||||||||||||
Common Stock | Restricted Stock Units (RSUs) [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Stock issued (in shares) | 5,556 | ||||||||||||||||||||||
9% Series D Cumulative Preferred Stock | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Stock authorized, shares | 7,500,000 | 7,500,000 | 7,500,000 | ||||||||||||||||||||
Par value of preferred stock authorized (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
NET LOSS PER COMMON SHARE (Deta
NET LOSS PER COMMON SHARE (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Numerator: | ||
Net loss available to common stockholders | $ (19,235,140) | $ (19,123,933) |
Denominator: | ||
Denominator for basic and diluted loss per share (weighted-average shares) | 25,483,353 | 21,165,083 |
Net loss per common share, basic and diluted | $ (0.75) | $ (0.90) |
NET LOSS PER COMMON SHARE (De42
NET LOSS PER COMMON SHARE (Details 1) - shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common stock equivalents | 9,676,476 | 7,305,998 |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common stock equivalents | 1,794,453 | 1,811,121 |
Stock warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common stock equivalents | 4,311,166 | 2,810,579 |
Restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common stock equivalents | 845,765 | 842,770 |
Convertible preferred stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common stock equivalents | 2,725,092 | 1,841,528 |
COMMITMENTS AND CONTINGENCIES43
COMMITMENTS AND CONTINGENCIES (Details) | Dec. 31, 2016USD ($) |
Other Commitments [Line Items] | |
2,017 | $ 83,343 |
2,018 | 45,455 |
Total | $ 128,798 |
COMMITMENTS AND CONTINGENCIES44
COMMITMENTS AND CONTINGENCIES (Details 1) | Dec. 31, 2016USD ($) |
COMMITMENTS AND CONTINGENCIES [Line Items] | |
2,017 | $ 25,000 |
2,018 | 25,000 |
2,019 | 25,000 |
2,020 | 25,000 |
2,021 | 25,000 |
Thereafter | 42,500 |
Total | $ 167,500 |
COMMITMENTS AND CONTINGENCIES45
COMMITMENTS AND CONTINGENCIES (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | |
Nov. 29, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Other Commitments [Line Items] | |||
Operating Leases, Rent Expense, Net | $ 62,020 | $ 62,364 | |
Payments Of Mining Lease | $ 16,458 | 10,000 | |
Lease Expiring Period | 39 months | ||
Deferred Rent Credit, Current | $ 6,738 | 5,217 | |
Deferred Rent Credit | 11,250 | 15,988 | |
Deferred Rent Credit, Noncurrent | 4,512 | $ 10,771 | |
Sprott Resource Lending [Member] | |||
Other Commitments [Line Items] | |||
Payments for structuring fees | $ 200,000 | ||
Payments For Retainer fees | 100,000 | ||
Line of Credit Facility, Maximum Borrowing Capacity | $ 20,000,000 | ||
Line of Credit Facility, Interest Rate During Period | 9.00% | ||
Line of Credit Facility, Expiration Period | 3 years | ||
Sprott Resource Lending [Member] | Prepaid Expenses and Other Current Assets [Member] | |||
Other Commitments [Line Items] | |||
Advance Payment To Lender | $ 312,415 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Schedule Of Income Tax [Line Items] | ||
Tax benefit computed at “expected” statutory rate | $ (5,316,096) | $ (6,502,139) |
State income taxes, net of benefit | 0 | 0 |
Permanent differences : | ||
Stock based compensation and consulting | 629,133 | 18,886 |
Prior year true-ups | 0 | 833,847 |
Other | 155,300 | 13,512 |
Increase in valuation allowance | 4,531,663 | 5,635,894 |
Net income tax benefit | $ 0 | $ 0 |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Schedule Of Income Tax [Line Items] | ||
Computed "expected" tax expense (benefit) | (34.00%) | (34.00%) |
State income taxes | 0.00% | 0.00% |
Permanent differences | 5.02% | 4.53% |
Change in valuation allowance | 28.98% | 29.47% |
Effective tax rate | 0.00% | 0.00% |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets: | ||
Net operating loss carryover | $ 21,486,659 | $ 18,920,702 |
Stock based compensation | 4,422,167 | 4,986,677 |
Depreciable and depletable assets | (212,727) | (367,352) |
Mining explorations | 5,390,018 | 3,028,546 |
Capital loss carryforward | 1,482,865 | 1,482,863 |
Other | 28,639 | 27,062 |
Less: valuation allowance | (32,597,621) | (28,078,498) |
Net deferred tax asset | $ 0 | $ 0 |
INCOME TAXES (Details Textual)
INCOME TAXES (Details Textual) $ in Millions | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | $ 63.2 |
Operating Loss Carryforwards, Expiration Date | Dec. 31, 2036 |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | $ 4.5 |
SUBSEQUENT EVENTS (Details Text
SUBSEQUENT EVENTS (Details Textual) - USD ($) | 1 Months Ended | 2 Months Ended | 12 Months Ended | ||||
Mar. 31, 2017 | Feb. 28, 2017 | Jun. 24, 2016 | Jan. 28, 2015 | Feb. 28, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Subsequent Event [Line Items] | |||||||
Debt Instrument, Collateral Amount | $ 3,700,000 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Forfeitures | 0 | 217,175 | |||||
Bureau of Land Management [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Financial Surety Arrangement Value Of State Wide Bond | $ 5,600,000 | ||||||
Debt Instrument, Collateral Amount | $ 3,700,000 | ||||||
Restricted Stock Units (RSUs) [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 5,995 | 829,168 | |||||
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Granted In Period Total Fair Value | $ 25,239 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 1,000 | 5,556 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | 2,000 | 0 | |||||
Warrant [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 8,334 | ||||||
Subsequent Event | Bureau of Land Management [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Payments For Additional Collateral | $ 1,400,000 | ||||||
Debt Instrument, Collateral Percentage | 30.00% | ||||||
Debt Instrument, Collateral Amount | $ 12,300,000 | ||||||
Subsequent Event | Restricted Stock Units (RSUs) [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 25,000 | ||||||
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Granted In Period Total Fair Value | $ 80,000 | ||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 3,666 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 3,666 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | 2,334 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Forfeitures | 7,222 | ||||||
Subsequent Event | Restricted Stock Units (RSUs) [Member] | Employee and Directors [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 116,229 | ||||||
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Granted In Period Total Fair Value | $ 382,000 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 50.00% | ||||||
Subsequent Event | Restricted Stock Units (RSUs) [Member] | Chief Executive Officers [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 50,000 | ||||||
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Granted In Period Total Fair Value | $ 149,500 | ||||||
Subsequent Event | Warrant [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 100,000 | 100,000 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3.45 | $ 3.45 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Forfeitures | 1,128,358 | ||||||
Subsequent Event | Maximum | Bureau of Land Management [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Financial Surety Arrangement Value Of State Wide Bond | 12,300,000 | ||||||
Subsequent Event | Minimum | Bureau of Land Management [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Financial Surety Arrangement Value Of State Wide Bond | $ 5,600,000 |