Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Aug. 31, 2016 | Dec. 12, 2016 | Nov. 24, 2016 | |
Document And Entity Information | |||
Entity Registrant Name | Texas Mineral Resources Corp. | ||
Entity Central Index Key | 1,445,942 | ||
Document Type | 10-K | ||
Document Period End Date | Aug. 31, 2016 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --08-31 | ||
Is Entity a Well-known Seasoned Issuer? | No | ||
Is Entity a Voluntary Filer? | No | ||
Is Entity's Reporting Status Current? | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 7,440,653 | ||
Entity Common Stock, Shares Outstanding | 44,941,532 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,016 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Aug. 31, 2016 | Aug. 31, 2015 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 5,164 | $ 2,938 |
Prepaid expenses and other current assets | 6,667 | 27,420 |
Total current assets | 11,831 | 30,358 |
Property and equipment, net | 15,536 | 47,352 |
Mineral properties | 1,753,446 | 1,738,447 |
Deposits | 29,710 | 29,710 |
TOTAL ASSETS | 1,810,523 | 1,845,867 |
CURRENT LIABILITIES | ||
Accounts payable and accrued liabilities | 252,245 | 127,172 |
Accounts payable - related party | 350,288 | 111,064 |
Current portion of notes payable | 265,387 | 370,845 |
Total current liabilities | 867,920 | 609,081 |
Note payable - net of current portion and discount | ||
Total liabilities | 867,920 | 609,081 |
COMMITMENTS AND CONTINGENCIES | ||
SHAREHOLDERS' EQUITY | ||
Preferred stock, par value $0.001; 10,000,000 shares authorized, no shares issued and outstanding as of August 31, 2016 and August 31, 2015, respectively | ||
Common stock, par value $0.01; 100,000,000 shares authorized, 44,941,532 and 41,368,015 shares issued and outstanding as of August 31, 2016 and August 31, 2015, respectively | 449,416 | 413,681 |
Additional paid-in capital | 32,990,044 | 32,106,023 |
Accumulated deficit | (32,496,857) | (31,282,918) |
Total shareholders' equity | 942,603 | 1,236,786 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 1,810,523 | $ 1,845,867 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Aug. 31, 2016 | Aug. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 44,941,532 | 41,368,015 |
Common stock, shares outstanding | 44,941,532 | 41,368,015 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Aug. 31, 2016 | Aug. 31, 2015 | |
OPERATING EXPENSES | ||
Exploration costs | $ 216,223 | $ 522,264 |
General and administrative expenses | 987,869 | 1,450,496 |
Total operating expenses | 1,204,092 | 1,972,760 |
LOSS FROM OPERATIONS | (1,204,092) | (1,972,760) |
OTHER INCOME (EXPENSE) | ||
Gain on sale of asset | 5,698 | |
Interest and other income | 448 | 622 |
Interest and other expense | (15,993) | (12,132) |
Total other income (expense) | (9,847) | (11,510) |
NET LOSS | $ (1,213,939) | $ (1,984,270) |
Net loss per share: | ||
Basic and diluted net loss per share | $ (0.03) | $ (0.05) |
Weighted average shares outstanding: | ||
Basic and diluted | 43,854,977 | 39,670,068 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Aug. 31, 2016 | Aug. 31, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (1,213,939) | $ (1,984,270) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 27,737 | 35,650 |
Gain on sale of asset | (5,698) | |
Stock based compensation | 188,756 | 440,347 |
Changes in current assets and liabilities: | ||
Prepaid expenses and other assets | 20,753 | 48,907 |
Accounts payable and accrued expenses | 135,075 | (27,951) |
Accounts payable related party | 239,224 | 102,674 |
Net cash used in operating activities | (608,092) | (1,384,643) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Proceeds from sale of equipment | 9,777 | |
Investment in mineral properties | (15,000) | (20,161) |
Net cash used in investing activities | (5,223) | (20,161) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Payment on lease note payable | (30,459) | |
Proceeds from loan payable | 80,000 | |
Cash from sale of common stock | 569,500 | 939,901 |
Proceeds from units subscribed | 71,500 | |
Proceeds from notes payable | 5,000 | |
Net cash provided by financing activities | 615,541 | 1,019,901 |
NET CHANGE IN CASH AND CASH EQUIVALENTS | 2,226 | (384,903) |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 2,938 | 387,841 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 5,164 | 2,938 |
SUPPLEMENTAL INFORMATION | ||
Interest paid | 15,993 | 12,132 |
Taxes paid | ||
NON-CASH TRANSACTIONS | ||
Conversion of debt into common stock and warrants | $ 90,000 |
STATEMENTS OF SHAREHOLDERS' EQU
STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Balance beginning at Aug. 31, 2014 | $ 370,370 | $ 30,769,086 | $ (29,298,648) | $ 1,840,808 | |
Balance beginning, shares at Aug. 31, 2014 | 37,036,916 | ||||
Options issued to Officers and Directors | 399,572 | 399,572 | |||
Options issued for services | 30,775 | 30,775 | |||
Common stock issued for services | $ 588 | 9,412 | 10,000 | ||
Common stock issued for services, shares | 58,824 | ||||
Common stock issued for cash | $ 42,723 | 897,178 | 939,901 | ||
Common stock issued for cash, shares | 4,272,275 | ||||
Net loss | (1,984,270) | (1,984,270) | |||
Balance ending at Aug. 31, 2015 | $ 413,681 | 32,106,023 | (31,282,918) | 1,236,786 | |
Balance ending, shares at Aug. 31, 2015 | 41,368,015 | ||||
Options issued to Officers and Directors | 106,785 | 106,785 | |||
Options issued for services | 19,471 | 19,471 | |||
Common stock issued for services | $ 2,760 | 59,740 | 62,500 | ||
Common stock issued for services, shares | 276,017 | ||||
Common stock issued for cash | $ 28,475 | 541,025 | 569,500 | ||
Common stock issued for cash, shares | 2,847,500 | ||||
Conversion of notes payable to units | $ 4,500 | 85,500 | 90,000 | ||
Conversion of notes payable to units, shares | 450,000 | ||||
Units subscribed | 71,500 | 71,500 | |||
Net loss | (1,213,939) | (1,213,939) | |||
Balance ending at Aug. 31, 2016 | $ 449,416 | $ 32,990,044 | $ (32,496,857) | $ 942,603 | |
Balance ending, shares at Aug. 31, 2016 | 44,941,532 |
ORGANIZATION AND NATURE OF BUSI
ORGANIZATION AND NATURE OF BUSINESS | 12 Months Ended |
Aug. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND NATURE OF BUSINESS | NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS Texas Rare Earth Resources Corp (the “Company”) was incorporated in the State of Nevada in 1970. In July 2004, our articles of incorporation were amended and restated to increase the authorized capital to 25,000,000 common shares and, in April 2007, we effected a 1 for 2 reverse stock split. In September 2008, our articles of incorporation were further amended and restated to increase the authorized capital to 100,000,000 common shares with a par value of $0.01 per share and to authorize 10,000,000 preferred shares with a par value of $0.001 per share. Our fiscal year-end is August 31. Effective September 1, 2010, we changed our name from “Standard Silver Corporation” to “Texas Rare Earth Resources Corp.” We are now a mining company engaged in the business of the acquisition and development of mineral properties. As of the date of this filing, we hold two nineteen year leases, executed in September and November of 2011, to explore and develop a 950 acre rare earths project located in Hudspeth County, Texas known as the Round Top Project and prospecting permits covering an adjacent 9,345 acres. We also own unpatented mining claims in New Mexico. We are currently not evaluating any additional prospects, and intend to focus primarily on the development of our Round Top rare earth prospect. On August 24, 2012, we changed our state of incorporation from the State of Nevada to the State of Delaware (the “Reincorporation”) pursuant to a plan of conversion dated August 24, 2012. The Reincorporation was previously submitted to a vote of, and approved by, our stockholders at a special meeting of the stockholders held on April 25, 2012. On March 14, 2016, the Company filed a Certificate of Amendment with the Secretary of State of the State of Delaware to amend its Certificate of Incorporation to change the name of the Company from “Texas Rare Earth Resources Corp” to “Texas Mineral Resources Corp”. The amendment was effective on March 21, 2016. The Certificate of Amendment did not make any other amendments to the Company’s Certificate of Incorporation. The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception resulting in an accumulated deficit of approximately $32,500,000 as of August 31, 2016 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and or private placement of common stock. |
SUMMARY OF ACCOUNTING POLICIES
SUMMARY OF ACCOUNTING POLICIES | 12 Months Ended |
Aug. 31, 2016 | |
Accounting Policies [Abstract] | |
SUMMARY OF ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF ACCOUNTING POLICIES Basis of Presentation Our financial records are maintained on the accrual basis of accounting whereby revenues are recognized when earned and expenses are recorded when incurred, in accordance with generally accepted accounting principles (“GAAP”) – United States. Cash and Cash Equivalents We consider all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents consist of demand deposits at commercial banks. We currently do not have cash deposits at financial institutions in excess of federally insured limits. Property and Equipment Our property and equipment consists primarily of vehicles, furniture and equipment, and are recorded at cost. Expenditures related to acquiring or extending the useful life of our property and equipment are capitalized. Expenditures for repair and maintenance are charged to operations as incurred. Depreciation is computed using the straight-line method over an estimated useful life of 3-20 years. Lease Deposits From time to time, the Company makes deposits in anticipation of executing leases. The deposits are capitalized upon execution of the applicable agreements. Long-lived Assets The Company reviews the recoverability of long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through operations. To determine if these costs are in excess of their recoverable amount, periodic evaluation of carrying value of capitalized costs and any related property and equipment costs are based upon expected future cash flows and/or estimated salvage value in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC 360”), Property, Plant and Equipment. Revenue Recognition We recognize revenue when persuasive evidence of an arrangement exists, services have been performed, the sales price is fixed or determinable, and collectability is probable. We have yet to generate any revenue. Mineral Exploration and Development Costs All exploration expenditures are expensed as incurred. Costs of acquisition and option costs of mineral rights are capitalized upon acquisition. Costs incurred to maintain current production or to maintain assets on a standby basis are charged to operations. If the Company does not continue with exploration after the completion of the feasibility study, the mineral rights will be expensed at that time. Costs of abandoned projects are charged to mining costs including related property and equipment costs. To determine if these costs are in excess of their recoverable amount, periodic evaluation of carrying value of capitalized costs and any related property and equipment costs are based upon expected future cash flows and/or estimated salvage value in accordance with ASC 360-10-35-15, Impairment or Disposal of Long-Lived Assets. Share-based Payments The Company estimates the fair value of share-based compensation using the Black-Scholes valuation model, in accordance with the provisions of ASC 718, Stock Compensation and ASC 505, Share-Based Payments Amended 2008 Stock Option Plan In September 2008, the Board adopted our 2008 Stock Option Plan (the “2008 Plan”), which was also approved by our shareholders in September 2008. In May 2011, the board of directors adopted an amendment to our 2008 Plan (the “Amended 2008 Plan”), which was also approved by our shareholders in August 2011. The Amended 2008 Plan increased the number of shares available for grant from 2,000,000 to up to 5,000,000 shares of our common stock for awards to our officers, directors, employees and consultants. On February 15, 2012, our stockholders approved an increase of 2,000,000 of shares of common stock available for issuance under the amended 2008 Stock Option Plan (the “Plan”). As amended, the Plan provides for 7,000,000 shares of common stock for all awards. On February 24, 2016, the stockholders of the Company approved an amendment to the Company’s 2008 Stock Option Plan, pursuant to which the number of shares available under the plan was increase from 7,000,000 to 9,000,000 shares of common stock. Other provisions of the Amended 2008 Plan remain the same as under our 2008 Plan. As of August 31, 2016, a total of 3,780,000 shares of our common stock remained available for future grants under the Amended 2008 Plan. Income Taxes Income taxes are computed using the asset and liability method, in accordance with ASC 740, Income Taxes Basic and Diluted Loss Per Share The Company computes loss per share in accordance with ASC 260, Earnings Per Share Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Management believes that these financial statements include all normal and recurring adjustments necessary for a fair presentation under Generally Accepted Accounting Principles. Fair Value Measurements We account for assets and liabilities measured at fair value in accordance with ASC 820, Fair Value Measurements and Disclosures. • Level 1: Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities traded in active markets. • Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. • Level 3: Inputs that are generally unobservable. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. Our financial instruments consist principally of cash, accounts payable and accrued liabilities and note payable. The carrying amounts of such financial instruments in the accompanying financial statements approximate their fair values due to their relatively short-term nature. It is management’s opinion that the Company is not exposed to any significant currency or credit risks arising from these financial instruments. Recent Accounting Pronouncements Pronouncements between August 31, 2016 and the date of this filing are not expected to have a significant impact on our operations, financial position, or cash flow, nor does the Company expect the adoption of recently issued, but not yet effective, accounting pronouncements to have a significant impact on our results of operations, financial position or cash flows. Joint Venture On July 15, 2015, we entered into an operating agreement (“Operating Agreement”) with K-Tech, to formalize our joint venture company, Reetech, LLC, a Delaware limited liability company (the “Reetech”), for the purposes of developing, refining and marketing K-Tech’s CIX/CIC process pursuant to the February 24, 2015 letter of intent with K-Tech. Pursuant to the Operating Agreement, K-Tech holds an initial interest of 97.21% of Reetech for the contribution of its technology pursuant to a license to Reetech (the “Reetech License) and TMRC holds an initial interest of 2.79% pursuant to its contribution of cash payment of $391,000 to the prior development of the contributed Technology for the purposes of the joint venture. TMRC has the ability to earn a 49.9% interest in Reetech by contributing up to $7.0 million in cash contributions upon the satisfaction of certain development milestones. Reetech is governed by a board of managers comprised of three managers: one manager appointed by the Company, one manager appointed by K-Tech and one manager appointed by mutual agreement of the Company and K-Tech. The Company uses the cost method to account for its investment in the joint venture. Under the cost method, the Company recognizes its share of the earnings and losses of the joint venture as they accrue instead of when they are realized. We have elected to expense the initial investment amount of $391,000 as exploration expenses. Based upon information available we have determined there are no significant potential loss liabilities. The Company’s interest in the joint venture remains $0. |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Aug. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | NOTE 3 – PROPERTY AND EQUIPMENT, NET Property and equipment consist of office furniture, equipment and vehicles. The property and equipment are depreciated using the straight-line method over their estimated useful life of 3-20 years. Our property and equipment, net consist of the following: August 31, 2016 August 31, 2015 Furniture & office equipment $ 75,606 $ 85,889 Vehicles 89,185 105,299 Computers & software 48,711 48,711 Field equipment 71,396 71,396 Total cost basis 284,898 311,295 Less: Accumulated depreciation (269,362 ) (263,943 ) Property & equipment, net $ 15,536 $ 47,352 Depreciation expense for the years ending August 31, 2016 and 2015 was $27,737 and $35,650, respectively and is included in general and administrative expenses. |
MINERAL PROPERTIES
MINERAL PROPERTIES | 12 Months Ended |
Aug. 31, 2016 | |
Mineral Industries Disclosures [Abstract] | |
MINERAL PROPERTIES | NOTE 4 – MINERAL PROPERTIES September 2011 Lease On September 2, 2011, we entered into a new mining lease with the Texas General Land Office covering Sections 7 and 18 of Township 7, Block 71 and Section 12 of Block 72, covering approximately 860 acres at Round Top Mountain in Hudspeth County, Texas. The mining lease issued by the Texas General Land Office gives us the right to explore, produce, develop, mine, extract, mill, remove, and market beryllium, uranium, rare earth elements, all other base and precious metals, industrial minerals and construction materials and all other minerals excluding oil, gas, coal, lignite, sulfur, salt, and potash. The term of the lease is nineteen years so long as minerals are produced in paying quantities. Under the lease, we will pay the State of Texas a lease bonus of $142,518; $44,718 of which was paid upon the execution of the lease, and $97,800 which will be due when we submit a supplemental plan of operations to conduct mining. Upon the sale of minerals removed from Round Top, we will pay the State of Texas a $500,000 minimum advance royalty. Thereafter, we will pay the State of Texas a production royalty equal to eight percent (8%) of the market value of uranium and other fissionable materials removed and sold from Round Top and six and one quarter percent (61/4%) of the market value of all other minerals removed and sold from Round Top. Thereafter, assuming production of paying quantities has not been obtained, we may pay additional delay rental fees to extend the term of the lease for successive one (1) year periods pursuant to the following schedule: Per Acre Total September 2, 2015 – 2019 $ 75 $ 67,077 September 2, 2020 – 2024 $ 150 $ 134,155 September 2, 2025 – 2029 $ 200 $ 178,873 In August 2016, we paid a delay rental to the State of Texas in the amount of $67,077. November 2011 Lease On November 1, 2011, we entered into a mining lease with the State of Texas covering 90 acres, more or less, of land that we purchased in September 2011 near our Round Top site. The deed was recorded with Hudspeth County on September 16, 2011. Under the lease, we paid the State of Texas a lease bonus of $20,700 which was paid upon the execution of the lease. Upon the sale of minerals removed from Round Top, we will pay the State of Texas a $50,000 minimum advance royalty. Thereafter, we will pay the State of Texas a production royalty equal to eight percent (8%) of the market value of uranium and other fissionable materials removed and sold from Round Top and six and one quarter percent (6 1/4%) of the market value of all other minerals sold from Round Top. Thereafter, assuming production of paying quantities has not been obtained, we may pay additional delay rental fees to extend the term of the lease for successive one (1) year periods pursuant to the following schedule: Per Acre Total November 1, 2015 – 2019 $ 75 $ 6,750 November 1, 2020 – 2024 $ 150 $ 13,500 November 1, 2025 – 2029 $ 200 $ 18,000 In October 2016, we paid a delay rental to the State of Texas of $6,750. March 2013 Lease On March 6, 2013, we entered into a lease assignment (the “Lease Assignment Agreement”) with Southwest Range & Wildlife Foundation, Inc., a Texas non-profit corporation (the “Foundation”), pursuant to which the Foundation agreed to assign to us a surface lease identified with the State of Texas as Surface Lease SL20040002 (the “West Lease”), which covers 54,990.11 acres in Hudspeth County, Texas. In exchange for the West Lease, we agreed to: (i) pay the Foundation $500,000 in cash; (ii) issue 1,063,830 of our common shares, par value $0.01 (the “Common Shares”); and (iii) make ten (10) payments to the Foundation of $45,000 each. The first payment was made in June 2013, and the nine (9) subsequent payments due on or before June 1 of each of the following years, such payments to be used by the Foundation to support conservation efforts within the Rio Grande Basin. The Lease Assignment Agreement contains standard representations, warranties and covenants. The closing of the transaction contemplated by the Lease Assignment Agreement was completed on March 8, 2013. As of August 31, 2016 the fourth annual payment of $45,000 was not paid on June 2016, however the Company has received a waiver until May 31, 2017 for payment. October 2014 Surface Option In October 2014, we executed an agreement with the Texas General Land Office securing the option to purchase the surface rights covering the potential Round Top project mine and plant areas, and separately a lease to develop the water necessary for the potential Round Top project mine operations. The option to purchase the surface rights covers approximately 5,670 acres over the mining lease and the additional acreage adequate to site all potential heap leaching and processing operations as currently anticipated by the Company. We may exercise the option for all or part of the option acreage at any time during the sixteen year primary term of the mineral lease. The option can be kept current by an annual payment of $10,000, which has not been paid as of December 14, 2016. The purchase price will be the appraised value of the surface at the time of exercising the option. The ground water lease secures our right to develop the ground water within a 13,120 acre lease area located approximately 4 miles from the Round Top deposit. The lease area contains five existing water wells. It is anticipated that all potential water needs for the Round Top project mine operations would be satisfied by the existing wells covered by this water lease. This lease has an annual minimum production payment of $5,000 prior to production of water for the operation, which has not been paid as of December 14, 2016. After initiation of production we will pay $0.95 per thousand gallons or $20,000 annually, whichever is greater. This lease remains effective as long as the mineral lease is in effect. The Pagnotti Enterprises Inc. Memorandum of Understanding On June 28, 2016 TMRC executed a Memorandum of understanding with Pagnotti Enterprises Inc. (“PEI”) of Wilkes Barre, Pennsylvania, owners of the Jeddo Coal Co., whereby under specified terms TMRC could lease one or more of Jeddo’s deposits located in the anthracite region of northeast Pennsylvania. Research by the Department of Energy (DOE) has shown that these coal deposits and the sandstones and siltstones immediately associated with them contain anomalously high values of rare earth and on particular interest, Scandium. The DOE research to date has indicated that the rare earth can be efficiently extracted from pulverized rock using ammonium sulfate as the lixiviant. TMRC is in the process of preparing an application for a federal grant to design and construct a continuous ion exchange/continuous ion chromatography (CIX/CIC) pilot plant to be delivered to a designated project area in the Appalachian cold province. TMRC and its co-applicants, K-Tech, Inventure Renewables, of Tuscaloosa, Alabama and Penn State University are proposing to plan, develop, design and install the CIX/CIC pilot plant at one of the Jeddo Coal properties. The award of this grant is expected to be in March 2017. The application for this award is competitive and others are participating. Under the terms of the Memorandum of Understanding (MOU) signed 28 June 2016, TMRC had a six months term to perform the necessary due diligence and to technically and economically evaluate the properties. Upon execution of the MOU TMRC and PEI will have six months to draft and execute a formal lease agreement containing all the standard terms of mining lease agreements. TMRC will be obligated to pay a $5,000 per month rental or a 12% royalty whichever is greater upon execution of the lease with PEI. TMRC has asked for and received an extension of the original six months due diligence period to the new due date of June 30, 2017. |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Aug. 31, 2016 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 5 – NOTES PAYABLE In relation to the Foundation lease discussed in Note 4 the Company recorded a note payable for an amount for the initial $45,000 due upon signing of lease and the nine (9) future payments due of $45,000 which has been recorded at its present value discounted with an imputed interest rate of 5% for a total note payable of $364,852. During the fiscal year ended August 31, 2016 we have not paid the fourth installment of our surface lease in the amount of $45,000 to the Southwest Wildlife Foundation. As a result the full amount of the note payable has been classified as currently due. The Company has received a waiver till May 31, 2017 for the June 2016 payment. The note payable balance as of August 31, 2016 and 2015 was $260,387 and $290,845, respectively. The Company has also accrued interest expense as of August 31, 2016 and 2015 of $18,750 and $18,292, respectively which is included in accrued liabilities. Note Settlement Agreements On August 26, 2015 we issued promissory notes to two individuals for $40,000 each for total loan proceeds of $80,000, due on November 24, 2015 (due on demand upon default), non-interest bearing, and unsecured. As additional consideration for the loan, we issued 80,000 common stock purchase warrants to each individual. The warrants have an exercise price of $0.20 and term of five years. The promissory note has a relative fair value of $56,766 and the warrants has a relative fair value of $23,234 at the date of issuance determined using the Black-Scholes option-pricing model. The assumptions used to calculate the fair market value are as follows: (i) risk-free interest rate of 1.49% (ii) estimated volatility of 198% (iii) dividend yield of 0.00% and (iv) expected life of the warrants of five years. In connection with our offering of Units (See Note 7), on December 7, 2015, we entered into two separate note settlement agreements with Leo E Mindel Non-GST Exempt Family Trust and Sunny Mindel (collectively, the “Holders”), respectively (the “Note Settlement Agreements”). Pursuant to the Note Settlement Agreements, each Holder agreed that in exchange for each $40,000 principal amount unsecured note of the Company due November 24, 2015 (each a “Note”) held by each Holder, that each Holder would reinvest the amounts due and payable under the Notes into the Offering and the amounts due and payable thereunder would be settled by issuing Units. In connection with the Offering (See Note 7) and the Note Settlement Agreements, we issued 200,000 Units to each Holder for the exchange and cancellation of each Note and the amounts due and payable thereunder held by each Holder. Settlement Agreement In connection with the offering of Units, on December 7, 2015, we entered into a settlement agreement (the “Settlement Agreement”) with Southwest Range & Wildlife Foundation (“Southwest”). On March 3, 2013, we entered into a lease assignment agreement (the “Lease Agreement”) pursuant to which Southwest assigned to the Company its surface lease covering property located in Hudspeth County, Texas in exchange for the Company agreeing, in part, to pay Southwest ten (10) payments of $45,000 each, payable on June 1 each year beginning June 1, 2013 . The Company had not paid the $45,000 payment due and payable to Southwest on June 1, 2015. Pursuant to the Settlement Agreement, Southwest agreed to invest $10,000 of the amounts due and payable under the Lease Agreement into Units issued in connection with the Offering. In connection with the Settlement Agreement, we issued 50,000 Units to Southwest in exchange for the investment of $10,000 of the amounts due and payable under the Lease Agreement into Units issued in the Offering. The remaining amount due was paid in cash on December 7, 2015. The total amount of notes payable converted as mentioned above in connection with the Offering was $90,000. On July 1, 2016 the Company entered into two loans for $2,500 each from two directors of the Company. The loans are due July 1, 2017, non-interest accruing, and unsecured. As additional consideration for the loans, we issued 5,000 common stock purchase warrants to each individual. The warrants have an exercise price of $0.10 and term of five years. The loans have a relative fair value of $3,815 and the warrants have a relative fair value of $1,185 at the date of issuance determined using the Black-Scholes option-pricing model. The assumptions used to calculate the fair market value are as follows: (i) risk-free interest rate of 1.00% (ii) estimated volatility of 185% (iii) dividend yield of 0.00% and (iv) expected life of the warrants of five years. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Aug. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 6 – INCOME TAXES The following table sets forth a reconciliation of the federal income tax benefit to the United States federal statutory rate for the years ended August 31, 2016 and 2015: 2016 2015 Loss before provision for income taxes $ (1,213,939 ) $ (1,984,270 ) Income tax benefit at 34% statutory rate 412,739 674,652 Non-deductible business meals and entertainment (206 ) (1,000 ) Increase in valuation allowance (412,533 ) (673,652 ) $ — $ — The tax effects of the temporary differences between reportable financial statement income and taxable income are recognized as a deferred tax asset and liability. Significant components of the deferred tax assets are set out below along with a valuation allowance to reduce the net deferred tax asset to zero. Management has established a valuation allowance because of the potential that the tax benefits underlying deferred tax asset may not be realized. Significant components of our deferred tax asset at August 31, 2016 and 2015 are as follows: 2016 2015 Net operating loss carryforward $ 4,189,910 $ 3,889,208 Stock-based compensation 1,649,967 1,613,660 Assets, exploration cost, depreciation and amortization 3,703,770 3,630,253 Less valuation allowance (9,543,646 ) (9,133,121 ) Net deferred tax asset $ — $ — As a result of a change in control effective in April 2007, our net operating losses prior to that date may be partially or entirely unavailable, by law, to offset future income and, accordingly, are excluded from the associated deferred tax asset. The gross net operating loss carryforward in the approximate amount of $12,178,000 will begin to expire in 2022. We file income tax returns in the United States and in one state jurisdiction. With few exceptions, we are no longer subject to United States federal income tax examinations for fiscal years ending before 2011, and is no longer subject to state tax examinations for years before 2010. We also record any financial statement recognition and disclosure requirements for uncertain tax positions taken or expected to be taken in a tax return. Financial statement recognition of the tax position is dependent on an assessment of a 50% or greater likelihood that the tax position will be sustained upon examination, based on the technical merits of the position. Any interest and penalties related to uncertain tax positions are recorded as interest expense. We believe we have no uncertain tax positions at August 31, 2016 and 2015. |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 12 Months Ended |
Aug. 31, 2016 | |
Equity [Abstract] | |
SHAREHOLDERS' EQUITY | NOTE 7 – SHAREHOLDERS’ EQUITY Our authorized capital stock consists of 100,000,000 shares of common stock, with a par value of $0.01 per share, and 10,000,000 preferred shares with a par value of $0.001 per share. All shares of common stock have equal voting rights and, when validly issued and outstanding, are entitled to one non-cumulative vote per share in all matters to be voted upon by shareholders. The shares of common stock have no pre-emptive, subscription, conversion or redemption rights and may be issued only as fully paid and non-assessable shares. Holders of the common stock are entitled to equal ratable rights to dividends and distributions with respect to the common stock, as may be declared by our Board of Directors (our “Board”) out of funds legally available. In the event of a liquidation, dissolution or winding up of the affairs of the Corporation, the holders of common stock are entitled to share ratably in all assets remaining available for distribution to them after payment or provision for all liabilities and any preferential liquidation rights of any preferred stock then outstanding. During prior year on January 21, 2015 we completed our previously announced rights offering. We raised approximately $940,000 in aggregate gross proceeds, before expenses, through shareholder subscriptions for 4,272,275 Units including the exercise of over-subscription rights. Each Unit consisting of one share of the Company’s common stock, one five year non-transferable Class A warrant exercisable for one share of the Company’s common stock at $0.35 per share and one five-year non-transferable Class B warrant exercisable for one share of the Company’s common stock at $0.50 per share. The Black-Scholes pricing model was used to estimate the relative fair value of the 8,544,550 warrants issued during the period, using the assumptions of a risk free interest rate of 1.39%, dividend yield of 0%, volatility of 195%, and an expected life of 5 years. The Class A and B warrants have a relative fair value of approximately $305,000 and $303,000 respectively and recorded in additional paid-in capital. On December 7, 2015, we closed a private placement (“Offering”) of the Company’s units with various accredited investors for aggregate gross proceeds to the Company of approximately $569,500 in cash and $90,000 for conversion of notes payable. Each unit issued (“Units”) in the Offering consists of: (i) one share of common stock of the Company, par value $0.01 per share and (ii) two common stock purchase warrants. Each warrant entitles the holder thereof to purchase one Common Share at a price of $0.35 per warrant Share until December 7, 2020. The common stock has a relative fair value of $224,595 and the warrants have a relative fair value of $434,905 at the date of issuance determined using the Black-Scholes option-pricing model. The assumptions used to calculate the fair market value are as follows: (i) risk-free interest rate of 1.59-1.70 (ii) estimated volatility of 191% (iii) dividend yield of 0.00% and (iv) expected life of the options of five years. In connection with the Offering, we entered into Subscription Agreements by and between us and each Subscriber in which we issued to the Subscribers an aggregate of 3,297,500 Units at a per Unit purchase price of $0.20. The sale and issuance of the Units, the Common Shares, the Warrants and the Warrant Shares issuable upon the conversion or exercise therein were issued or will be issued pursuant to the exemption from registration under the U.S. Securities Act of 1933, as amended, in reliance on Section 4(a)(2) thereof and Rule 506 of Regulation D promulgated thereunder as a transaction by an issuer not involving a public offering, in which the investors are accredited and have acquired the securities for investment purposes only and not with a view to or for sale in connection with any distribution thereof. Such securities may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. From September 2015 through August 2016 the Board approved a total grant of 120,000 options to a consultant to the Company. The options are exercisable at $0.30 per share for a period of five years. All options vest immediately. With respect to these options, the Black-Scholes pricing model was used to estimate the fair value of the 120,000 options issued during the period to this advisor, using the assumptions of a risk free interest rate of 1.21% to 1.78%, dividend yield of 0%, volatility of 182% to 191%, and an expected life of 5 years. These options were expensed immediately in the amount of approximately $19,471. We have recognized stock compensation expense of $106,785 for 1,425,000 stock options issued in prior year to members of the board. The remaining expense to be recognized is $0. During the year ended August 31, 2016 the Company recognized approximately $62,500 in stock compensation expense for 276,017 common shares issued to outside consultants for services. As of August 31, 2016 the Company received proceeds of $71,500 for units of our common stock from various investors. As of the date of this filing, the Company has not received the investors’ subscription agreements for the shares. Consequently, these shares have not yet been issued but we anticipate that we will receive the subscription agreements in the near future and at which time we will issue the shares of our common stock to the investors. We have 44,941,532 shares of our common stock outstanding as of August 31, 2016. The following table sets forth certain information as of August 31, 2016 and 2015 concerning our common stock that may be issued upon the exercise of options not under the Amended 2008 plan and pursuant to purchases of stock under the Amended 2008 Plan: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (In Years) Grant Date Fair Value Outstanding at August 31, 2014 4,965,000 $ 1.13 4.94 $ 11,457,204 Options granted 1,325,000 0.22 7.45 307,328 Options exercised — — — — Options cancelled/forfeited/expired — — — — Outstanding at August 31, 2015 6,290,000 0.94 4.67 11,764,532 Vested and exercisable at August 31, 2015 6,232,905 0.94 4.67 11,764,532 Options granted 120,000 0.30 4.53 19,471 Options exercised — — — — Options cancelled/forfeited/expired (775,000 ) — — — Outstanding at August 31, 2016 5,635,000 $ 0.61 3.43 $ 11,784,003 Vested and exercisable at August 31, 2016 5,635,000 $ 0.61 3.43 $ 11,784,003 Warrants Warrant activity for the years ended August 31, 2016 and 2015 are as follows: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (In Years) Grant Date Fair Value Outstanding at August 31, 2014 9,587,000 $ 2.57 1.54 $ 3,659,998 Warrants granted 8,704,550 0.42 4.39 631,421 Warrants exercised — — — — Warrants cancelled/forfeited/expired — — — — Outstanding at August 31, 2015 18,291,550 1.54 2.37 4,291,419 Vested and exercisable at August 31, 2015 18,291,550 1.54 2.37 4,291,419 Warrants granted 6,605,000 0.35 4.24 434,905 Warrants exercised — — — — Warrants cancelled/forfeited/expired (9,587,000 ) — — — Outstanding at August 31, 2016 15,309,550 $ 0.39 3.75 $ 4,726,324 Vested and exercisable at August 31, 2016 15,309,550 $ 0.39 3.75 $ 4,726,324 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Aug. 31, 2016 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 8 – RELATED PARTY TRANSACTIONS The Company had accounts payable to related parties in the amount of approximately $350,000 and $111,000 as of August 31, 2016 and 2015, respectively. The Company rents office space on a month to month basis of $1,600 from a director. Rent expense for August 31, 2016 and 2015 was approximately $15,000 and $300, respectively. The entire space is currently subleased to a tenant. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Aug. 31, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9 – SUBSEQUENT EVENTS As of December 14, 2016 the Company has not paid their annual renewal option for the October 2014 Surface Option and ground water lease of $15,000 total. As a result this could affect the viability of the West Lease from Southwest Range & Wildlife Foundation, Inc. |
SUMMARY OF ACCOUNTING POLICIES
SUMMARY OF ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Aug. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation Our financial records are maintained on the accrual basis of accounting whereby revenues are recognized when earned and expenses are recorded when incurred, in accordance with generally accepted accounting principles (“GAAP”) – United States. |
Cash and Cash Equivalents | Cash and Cash Equivalents We consider all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents consist of demand deposits at commercial banks. We currently do not have cash deposits at financial institutions in excess of federally insured limits. |
Property and Equipment | Property and Equipment Our property and equipment consists primarily of vehicles, furniture and equipment, and are recorded at cost. Expenditures related to acquiring or extending the useful life of our property and equipment are capitalized. Expenditures for repair and maintenance are charged to operations as incurred. Depreciation is computed using the straight-line method over an estimated useful life of 3-20 years. |
Lease Deposits | Lease Deposits From time to time, the Company makes deposits in anticipation of executing leases. The deposits are capitalized upon execution of the applicable agreements. |
Long-lived Assets | Long-lived Assets The Company reviews the recoverability of long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through operations. To determine if these costs are in excess of their recoverable amount, periodic evaluation of carrying value of capitalized costs and any related property and equipment costs are based upon expected future cash flows and/or estimated salvage value in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC 360”), Property, Plant and Equipment. |
Revenue Recognition | Revenue Recognition We recognize revenue when persuasive evidence of an arrangement exists, services have been performed, the sales price is fixed or determinable, and collectability is probable. We have yet to generate any revenue. |
Mineral Exploration and Development Costs | Mineral Exploration and Development Costs All exploration expenditures are expensed as incurred. Costs of acquisition and option costs of mineral rights are capitalized upon acquisition. Costs incurred to maintain current production or to maintain assets on a standby basis are charged to operations. If the Company does not continue with exploration after the completion of the feasibility study, the mineral rights will be expensed at that time. Costs of abandoned projects are charged to mining costs including related property and equipment costs. To determine if these costs are in excess of their recoverable amount, periodic evaluation of carrying value of capitalized costs and any related property and equipment costs are based upon expected future cash flows and/or estimated salvage value in accordance with ASC 360-10-35-15, Impairment or Disposal of Long-Lived Assets. |
Share-based Payments | Share-based Payments The Company estimates the fair value of share-based compensation using the Black-Scholes valuation model, in accordance with the provisions of ASC 718, Stock Compensation and ASC 505, Share-Based Payments Amended 2008 Stock Option Plan In September 2008, the Board adopted our 2008 Stock Option Plan (the “2008 Plan”), which was also approved by our shareholders in September 2008. In May 2011, the board of directors adopted an amendment to our 2008 Plan (the “Amended 2008 Plan”), which was also approved by our shareholders in August 2011. The Amended 2008 Plan increased the number of shares available for grant from 2,000,000 to up to 5,000,000 shares of our common stock for awards to our officers, directors, employees and consultants. On February 15, 2012, our stockholders approved an increase of 2,000,000 of shares of common stock available for issuance under the amended 2008 Stock Option Plan (the “Plan”). As amended, the Plan provides for 7,000,000 shares of common stock for all awards. On February 24, 2016, the stockholders of the Company approved an amendment to the Company’s 2008 Stock Option Plan, pursuant to which the number of shares available under the plan was increase from 7,000,000 to 9,000,000 shares of common stock. Other provisions of the Amended 2008 Plan remain the same as under our 2008 Plan. As of August 31, 2016, a total of 3,780,000 shares of our common stock remained available for future grants under the Amended 2008 Plan. |
Income Taxes | Income Taxes Income taxes are computed using the asset and liability method, in accordance with ASC 740, Income Taxes |
Basic and Diluted Loss Per Share | Basic and Diluted Loss Per Share The Company computes loss per share in accordance with ASC 260, Earnings Per Share |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Management believes that these financial statements include all normal and recurring adjustments necessary for a fair presentation under Generally Accepted Accounting Principles. |
Fair Value Measurements | Fair Value Measurements We account for assets and liabilities measured at fair value in accordance with ASC 820, Fair Value Measurements and Disclosures. • Level 1: Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities traded in active markets. • Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. • Level 3: Inputs that are generally unobservable. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. Our financial instruments consist principally of cash, accounts payable and accrued liabilities and note payable. The carrying amounts of such financial instruments in the accompanying financial statements approximate their fair values due to their relatively short-term nature. It is management’s opinion that the Company is not exposed to any significant currency or credit risks arising from these financial instruments. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Pronouncements between August 31, 2016 and the date of this filing are not expected to have a significant impact on our operations, financial position, or cash flow, nor does the Company expect the adoption of recently issued, but not yet effective, accounting pronouncements to have a significant impact on our results of operations, financial position or cash flows. |
Joint Venture | Joint Venture On July 15, 2015, we entered into an operating agreement (“Operating Agreement”) with K-Tech, to formalize our joint venture company, Reetech, LLC, a Delaware limited liability company (the “Reetech”), for the purposes of developing, refining and marketing K-Tech’s CIX/CIC process pursuant to the February 24, 2015 letter of intent with K-Tech. Pursuant to the Operating Agreement, K-Tech holds an initial interest of 97.21% of Reetech for the contribution of its technology pursuant to a license to Reetech (the “Reetech License) and TMRC holds an initial interest of 2.79% pursuant to its contribution of cash payment of $391,000 to the prior development of the contributed Technology for the purposes of the joint venture. TMRC has the ability to earn a 49.9% interest in Reetech by contributing up to $7.0 million in cash contributions upon the satisfaction of certain development milestones. Reetech is governed by a board of managers comprised of three managers: one manager appointed by the Company, one manager appointed by K-Tech and one manager appointed by mutual agreement of the Company and K-Tech. The Company uses the cost method to account for its investment in the joint venture. Under the cost method, the Company recognizes its share of the earnings and losses of the joint venture as they accrue instead of when they are realized. We have elected to expense the initial investment amount of $391,000 as exploration expenses. Based upon information available we have determined there are no significant potential loss liabilities. The Company’s interest in the joint venture remains $0. |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Aug. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | August 31, 2016 August 31, 2015 Furniture & office equipment $ 75,606 $ 85,889 Vehicles 89,185 105,299 Computers & software 48,711 48,711 Field equipment 71,396 71,396 Total cost basis 284,898 311,295 Less: Accumulated depreciation (269,362 ) (263,943 ) Property & equipment, net $ 15,536 $ 47,352 |
MINERAL PROPERTIES (Tables)
MINERAL PROPERTIES (Tables) | 12 Months Ended |
Aug. 31, 2016 | |
Lease One [Member] | |
Schedule of Future Minimum Lease Payments | Per Acre Total September 2, 2015 – 2019 $ 75 $ 67,077 September 2, 2020 – 2024 $ 150 $ 134,155 September 2, 2025 – 2029 $ 200 $ 178,873 |
Lease Two [Member] | |
Schedule of Future Minimum Lease Payments | Per Acre Total November 1, 2015 – 2019 $ 75 $ 6,750 November 1, 2020 – 2024 $ 150 $ 13,500 November 1, 2025 – 2029 $ 200 $ 18,000 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Aug. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Reconciliation | 2016 2015 Loss before provision for income taxes $ (1,213,939 ) $ (1,984,270 ) Income tax benefit at 34% statutory rate 412,739 674,652 Non-deductible business meals and entertainment (206 ) (1,000 ) Increase in valuation allowance (412,533 ) (673,652 ) $ — $ — |
Schedule of Deferred Tax Assets | 2016 2015 Net operating loss carryforward $ 4,189,910 $ 3,889,208 Stock-based compensation 1,649,967 1,613,660 Assets, exploration cost, depreciation and amortization 3,703,770 3,630,253 Less valuation allowance (9,543,646 ) (9,133,121 ) Net deferred tax asset $ — $ — |
SHAREHOLDERS' EQUITY (Tables)
SHAREHOLDERS' EQUITY (Tables) | 12 Months Ended |
Aug. 31, 2016 | |
Employee Stock Option [Member] | |
Schedule of Activity | Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (In Years) Grant Date Fair Value Outstanding at August 31, 2014 4,965,000 $ 1.13 4.94 $ 11,457,204 Options granted 1,325,000 0.22 7.45 307,328 Options exercised — — — — Options cancelled/forfeited/expired — — — — Outstanding at August 31, 2015 6,290,000 0.94 4.67 11,764,532 Vested and exercisable at August 31, 2015 6,232,905 0.94 4.67 11,764,532 Options granted 120,000 0.30 4.53 19,471 Options exercised — — — — Options cancelled/forfeited/expired (775,000 ) — — — Outstanding at August 31, 2016 5,635,000 $ 0.61 3.43 $ 11,784,003 Vested and exercisable at August 31, 2016 5,635,000 $ 0.61 3.43 $ 11,784,003 |
Warrants [Member] | |
Schedule of Activity | Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (In Years) Grant Date Fair Value Outstanding at August 31, 2014 9,587,000 $ 2.57 1.54 $ 3,659,998 Warrants granted 8,704,550 0.42 4.39 631,421 Warrants exercised — — — — Warrants cancelled/forfeited/expired — — — — Outstanding at August 31, 2015 18,291,550 1.54 2.37 4,291,419 Vested and exercisable at August 31, 2015 18,291,550 1.54 2.37 4,291,419 Warrants granted 6,605,000 0.35 4.24 434,905 Warrants exercised — — — — Warrants cancelled/forfeited/expired (9,587,000 ) — — — Outstanding at August 31, 2016 15,309,550 $ 0.39 3.75 $ 4,726,324 Vested and exercisable at August 31, 2016 15,309,550 $ 0.39 3.75 $ 4,726,324 |
ORGANIZATION AND NATURE OF BU21
ORGANIZATION AND NATURE OF BUSINESS (Details) | 1 Months Ended | ||||
Apr. 30, 2007 | Aug. 31, 2016USD ($)$ / sharesshares | Dec. 07, 2015$ / shares | Aug. 31, 2015USD ($)$ / sharesshares | Jul. 31, 2004shares | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Common stock, shares authorized | shares | 100,000,000 | 100,000,000 | 25,000,000 | ||
Reverse Stock Split, conversion ratio | 0.50 | ||||
Common stock, par value | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||
Preferred stock, shares authorized | shares | 10,000,000 | 10,000,000 | |||
Preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | |||
Accumulated deficit | $ | $ (32,496,857) | $ (31,282,918) |
SUMMARY OF ACCOUNTING POLICIE22
SUMMARY OF ACCOUNTING POLICIES (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Feb. 15, 2012 | Aug. 31, 2016 | Aug. 31, 2015 | Jul. 15, 2015 | May 31, 2011 | Sep. 30, 2008 | |
Exploration costs | $ 216,223 | $ 522,264 | ||||
Payment for joint venture | $ 391,000 | |||||
Maximum ownership percentage | 49.90% | |||||
Maximum cash contributions | $ 7,000,000 | |||||
Interest in joint venture | $ 0 | |||||
K-Tech [Member] | ||||||
Ownership percentage | 97.21% | |||||
TMRC [Member] | ||||||
Ownership percentage | 2.79% | |||||
2008 Stock Option Plan [Member] | ||||||
Shares authorized to be granted | 7,000,000 | 9,000,000 | 5,000,000 | 2,000,000 | ||
Shares available for issuance | 3,780,000 | |||||
Number of additional shares authorized | 2,000,000 | |||||
Upper Range [Member] | ||||||
Estimated useful life of property and equipment | 20 years | |||||
Lower Range [Member] | ||||||
Estimated useful life of property and equipment | 3 years |
PROPERTY AND EQUIPMENT, NET (Na
PROPERTY AND EQUIPMENT, NET (Narrative) (Details) - USD ($) | 12 Months Ended | |
Aug. 31, 2016 | Aug. 31, 2015 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation expense | $ 27,737 | $ 35,650 |
Upper Range [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life of property and equipment | 20 years | |
Lower Range [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life of property and equipment | 3 years |
PROPERTY AND EQUIPMENT, NET (Sc
PROPERTY AND EQUIPMENT, NET (Schedule of Property and Equipment) (Details) - USD ($) | Aug. 31, 2016 | Aug. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Total cost basis | $ 284,898 | $ 311,295 |
Less: Accumulated depreciation | (269,362) | (263,943) |
Property & equipment, net | 15,536 | 47,352 |
Field Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost basis | 71,396 | 71,396 |
Furniture and Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost basis | 75,606 | 85,889 |
Computers & Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost basis | 48,711 | 48,711 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost basis | $ 89,185 | $ 105,299 |
MINERAL PROPERTIES (Narrative)
MINERAL PROPERTIES (Narrative) (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||
Oct. 31, 2016 | Aug. 31, 2016 | Jun. 28, 2016 | Oct. 31, 2014 | Mar. 06, 2013 | Nov. 01, 2011 | Sep. 02, 2011 | Aug. 31, 2016 | Dec. 07, 2015 | Aug. 31, 2015 | |
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||
Foundation Lease Note [Member] | ||||||||||
Periodic payment | $ 45,000 | |||||||||
Surface Lease [Member] | Lease Contracts [Member] | ||||||||||
Periodic payment | $ 10,000 | |||||||||
Surface Lease [Member] | Lease Contracts [Member] | Ground Water [Member] | ||||||||||
Periodic payment | $ 5,000 | |||||||||
Amount per thousand gallons produced | $ 0.95 | |||||||||
Possible future annual payment | $ 20,000 | |||||||||
PEI [Member] | Lease Contracts [Member] | ||||||||||
Periodic payment | $ 5,000 | |||||||||
Royalty percentage | 12.00% | |||||||||
Texas General Land Office - Hudspeth County, TX [Member] | September 2011 Mineral Properties Lease [Member] | ||||||||||
Lease bonus | $ 142,518 | |||||||||
Lease bonus paid | 44,718 | |||||||||
Lease bonus due upon filing of supplemental plan of operations to conduct mining | 97,800 | |||||||||
Minimum advance royalty due upon sale of minerals | $ 500,000 | |||||||||
Production royalty of market value of uranium and fissionable materials | 8.00% | |||||||||
Production royalty of market value of other minerals | 6.25% | |||||||||
Delay rental paid | $ 67,077 | |||||||||
State of Texas - Hudspeth County, TX [Member] | November 2011 Mineral Properties Lease [Member] | ||||||||||
Lease bonus paid | $ 20,700 | |||||||||
Minimum advance royalty due upon sale of minerals | $ 50,000 | |||||||||
Production royalty of market value of uranium and fissionable materials | 8.00% | |||||||||
Production royalty of market value of other minerals | 6.25% | |||||||||
Delay rental paid | $ 6,750 | |||||||||
Southwest Range and Wildlife Foundation, Inc. [Member] | Surface Lease [Member] | ||||||||||
Cash paid for lease assignment | $ 500,000 | |||||||||
Shares issued for lease | 1,063,830 | |||||||||
Common stock, par value | $ 0.01 |
MINERAL PROPERTIES (Schedule of
MINERAL PROPERTIES (Schedule of Future Minimum Lease Payments) (Details) | Aug. 31, 2016USD ($) |
September 2, 2015 - 2019 [Member] | |
Per Acre Amount | $ 75 |
Total Lease Amount | 67,077 |
September 2, 2020 - 2024 [Member] | |
Per Acre Amount | 150 |
Total Lease Amount | 134,155 |
September 2, 2025 - 2029 [Member] | |
Per Acre Amount | 200 |
Total Lease Amount | 178,873 |
November 1, 2015 - 2019 [Member] | |
Per Acre Amount | 75 |
Total Lease Amount | 6,750 |
November 1, 2020 - 2024 [Member] | |
Per Acre Amount | 150 |
Total Lease Amount | 13,500 |
November 1, 2025 - 2029 [Member] | |
Per Acre Amount | 200 |
Total Lease Amount | $ 18,000 |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Jul. 01, 2016 | Dec. 07, 2015 | Aug. 31, 2015 | Mar. 03, 2013 | Aug. 31, 2016 | Aug. 31, 2015 | |
Debt Instrument [Line Items] | ||||||
Current portion of note payable | $ 370,845 | $ 265,387 | $ 370,845 | |||
Proceeds from loan payable | 80,000 | |||||
Number of shares called by warrants | 3,297,500 | |||||
Warrants, exercise price | $ 0.35 | |||||
Fair value of warrants, recorded in APIC | $ 434,905 | |||||
Expected life | 5 years | |||||
Expected volatility | 191.00% | |||||
Expected dividend yield | 0.00% | |||||
Amount converted | 90,000 | |||||
Foundation Lease Note [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Periodic payment | $ 45,000 | |||||
Interest rate | 5.00% | |||||
Note payable face amount | $ 364,852 | |||||
Current portion of note payable | 290,845 | $ 260,387 | 290,845 | |||
Debt term | 9 years | |||||
Accrued interest expense | $ 18,292 | $ 18,750 | $ 18,292 | |||
Promissory Note One [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Maturity date | Nov. 24, 2015 | |||||
Proceeds from loan payable | $ 40,000 | |||||
Units issued for debt cancellation | 200,000 | |||||
Promissory Note Two [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Maturity date | Nov. 24, 2015 | |||||
Proceeds from loan payable | $ 40,000 | |||||
Units issued for debt cancellation | 200,000 | |||||
Promissory Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Proceeds from loan payable | $ 80,000 | |||||
Number of shares called by warrants | 80,000 | 80,000 | ||||
Warrants, exercise price | $ 0.20 | $ 0.20 | ||||
Fair value of debt | $ 56,766 | $ 56,766 | ||||
Fair value of warrants, recorded in APIC | $ 23,234 | $ 23,234 | ||||
Expected life | 5 years | |||||
Expected volatility | 198.00% | |||||
Risk-free interest rate | 1.49% | |||||
Expected dividend yield | 0.00% | |||||
Southwest Range and Wildlife Foundation [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Periodic payment | $ 45,000 | |||||
Debt term | 10 years | |||||
Units issued for debt cancellation | 50,000 | |||||
Amount converted | $ 10,000 | |||||
Director Loan One [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Maturity date | Jul. 1, 2017 | |||||
Proceeds from loan payable | $ 2,500 | |||||
Number of shares called by warrants | 5,000 | |||||
Warrants, exercise price | $ 0.10 | |||||
Director Loan Two [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Maturity date | Jul. 1, 2017 | |||||
Proceeds from loan payable | $ 2,500 | |||||
Number of shares called by warrants | 5,000 | |||||
Warrants, exercise price | $ 0.10 | |||||
Director Loans [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Fair value of debt | $ 3,815 | |||||
Fair value of warrants, recorded in APIC | $ 1,185 | |||||
Expected life | 5 years | |||||
Expected volatility | 185.00% | |||||
Risk-free interest rate | 1.00% | |||||
Expected dividend yield | 0.00% |
INCOME TAXES (Narrative) (Detai
INCOME TAXES (Narrative) (Details) | 12 Months Ended |
Aug. 31, 2016USD ($) | |
Income Tax Disclosure [Abstract] | |
Federal statutory rate | 34.00% |
Net operating loss carryforward | $ 12,178,000 |
Net operating loss carryforward, expiration date | Dec. 31, 2022 |
INCOME TAXES (Schedule of Recon
INCOME TAXES (Schedule of Reconciliation) (Details) - USD ($) | 12 Months Ended | |
Aug. 31, 2016 | Aug. 31, 2015 | |
Reconciliation of federal income tax | ||
Loss before provision for income taxes | $ (1,213,939) | $ (1,984,270) |
Income tax benefit at 34% statutory rate | 412,739 | 674,652 |
Non-deductible business meals and entertainment | (206) | (1,000) |
Increase in valuation allowance | (412,533) | (673,652) |
Tax benefit |
INCOME TAXES (Schedule of Defer
INCOME TAXES (Schedule of Deferred Tax Assets) (Details) - USD ($) | Aug. 31, 2016 | Aug. 31, 2015 |
Deferred tax asset: | ||
Net operating loss carryfoward | $ 4,189,910 | $ 3,889,208 |
Stock-based compensation | 1,649,967 | 1,613,660 |
Assets, exploration cost, depreciation and amortization | 3,703,770 | 3,630,253 |
Less: valuation allowance | (9,543,646) | (9,133,121) |
Net deferred tax asset |
SHAREHOLDERS' EQUITY (Narrative
SHAREHOLDERS' EQUITY (Narrative) (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Dec. 07, 2015 | Jan. 21, 2015 | Aug. 31, 2016 | Aug. 31, 2015 | Jul. 31, 2004 | |
Common stock, shares authorized | 100,000,000 | 100,000,000 | 25,000,000 | ||
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | ||
Common stock, shares outstanding | 44,941,532 | 41,368,015 | |||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |||
Preferred stock, par value | $ 0.001 | $ 0.001 | |||
Expected dividend yield | 0.00% | ||||
Expected volatility | 191.00% | ||||
Expected life | 5 years | ||||
Fair value of common stock | $ 224,595 | ||||
Fair value of warrants, recorded in APIC | $ 434,905 | ||||
Warrants, exercise price | $ 0.35 | ||||
Proceeds from equity issuance | $ 569,500 | $ 940,000 | |||
Shareholder subscriptions | 4,272,275 | ||||
Warrants per unit | 2 | ||||
Number of shares called by warrants | 3,297,500 | ||||
Purchase price per unit | $ 0.20 | ||||
Conversion of debt into common stock and warrants | $ 90,000 | ||||
Proceeds from units subscribed | 71,500 | ||||
Lower Range [Member] | |||||
Risk-free interest rate | 1.59% | ||||
Upper Range [Member] | |||||
Risk-free interest rate | 1.70% | ||||
Warrants [Member] | |||||
Options granted | 8,544,550 | ||||
Expected dividend yield | 0.00% | ||||
Risk-free interest rate | 1.39% | ||||
Expected volatility | 195.00% | ||||
Expected life | 5 years | ||||
Common Class A [Member] | |||||
Fair value of warrants, recorded in APIC | 305,000 | ||||
Warrants, exercise price | $ 0.35 | ||||
Warrants per unit | 1 | ||||
Common Class B [Member] | |||||
Fair value of warrants, recorded in APIC | 303,000 | ||||
Warrants, exercise price | $ 0.50 | ||||
Warrants per unit | 1 | ||||
Stock Options [Member] | Board of Director Members [Member] | |||||
Stock based compensation | $ 106,785 | ||||
Options granted | 1,425,000 | ||||
Unrecognized compensation cost | $ 0 | ||||
Stock Options [Member] | Consultant [Member] | |||||
Stock based compensation | $ 62,500 | ||||
Options granted | 276,017 | ||||
Stock Options [Member] | Consultant of the Company [Member] | |||||
Stock based compensation | $ 19,471 | ||||
Options granted | 120,000 | ||||
Exercise price of options granted | $ 0.30 | ||||
Contractual term | 5 years | ||||
Expected dividend yield | 0.00% | ||||
Expected life | 5 years | ||||
Stock Options [Member] | Consultant of the Company [Member] | Lower Range [Member] | |||||
Risk-free interest rate | 1.21% | ||||
Expected volatility | 182.00% | ||||
Stock Options [Member] | Consultant of the Company [Member] | Upper Range [Member] | |||||
Risk-free interest rate | 1.78% | ||||
Expected volatility | 191.00% |
SHAREHOLDERS' EQUITY (Schedule
SHAREHOLDERS' EQUITY (Schedule of Activity) (Details) - USD ($) | 12 Months Ended | ||
Aug. 31, 2016 | Aug. 31, 2015 | Aug. 31, 2014 | |
Warrants [Member] | |||
Shares | |||
Outstanding, beginning | 18,291,550 | 9,587,000 | |
Options granted | 6,605,000 | 8,704,550 | |
Options exercised | |||
Options cancelled/forfeited/expired | (9,587,000) | ||
Outstanding, ending | 15,309,550 | 18,291,550 | 9,587,000 |
Vested, ending | 15,309,550 | 18,291,550 | |
Exercisable, ending | 15,309,550 | 18,291,550 | |
Weighted Average Exercise Price | |||
Outstanding, beginning | $ 1.54 | $ 2.57 | |
Options granted | 0.35 | 0.42 | |
Options exercised | |||
Options cancelled/forfeited/expired | |||
Outstanding, ending | 0.39 | 1.54 | $ 2.57 |
Vested, ending | 0.39 | 1.54 | |
Exercisable, ending | $ 0.39 | $ 1.54 | |
Weighted Average Remaining Contractual Life (In Years) | |||
Outstanding | 3 years 9 months | 2 years 4 months 13 days | 1 year 6 months 15 days |
Options granted | 4 years 2 months 27 days | 4 years 4 months 21 days | |
Vested, ending | 3 years 9 months | 2 years 4 months 13 days | |
Exercisable, ending | 3 years 9 months | 2 years 4 months 13 days | |
Grant Date Fair Value | |||
Outstanding, beginning | $ 4,291,419 | $ 3,659,998 | |
Options granted | 434,905 | 631,421 | |
Outstanding, ending | 4,726,324 | 4,291,419 | $ 3,659,998 |
Vested, ending | 4,726,324 | 4,291,419 | |
Exercisable, ending | $ 4,726,324 | $ 4,291,419 | |
Employee Stock Option [Member] | |||
Shares | |||
Outstanding, beginning | 6,290,000 | 4,965,000 | |
Options granted | 120,000 | 1,325,000 | |
Options exercised | |||
Options cancelled/forfeited/expired | (775,000) | ||
Outstanding, ending | 5,635,000 | 6,290,000 | 4,965,000 |
Vested, ending | 5,635,000 | 6,232,905 | |
Exercisable, ending | 5,635,000 | 6,232,905 | |
Weighted Average Exercise Price | |||
Outstanding, beginning | $ 0.94 | $ 1.13 | |
Options granted | 0.30 | 0.22 | |
Options exercised | |||
Options cancelled/forfeited/expired | |||
Outstanding, ending | 0.61 | 0.94 | $ 1.13 |
Vested, ending | 0.61 | 0.94 | |
Exercisable, ending | $ 0.61 | $ 0.94 | |
Weighted Average Remaining Contractual Life (In Years) | |||
Outstanding | 3 years 5 months 5 days | 4 years 8 months 1 day | 4 years 11 months 9 days |
Options granted | 4 years 6 months 11 days | 7 years 5 months 12 days | |
Vested, ending | 3 years 5 months 5 days | 4 years 8 months 1 day | |
Exercisable, ending | 3 years 5 months 5 days | 4 years 8 months 1 day | |
Grant Date Fair Value | |||
Outstanding, beginning | $ 11,764,532 | $ 11,457,204 | |
Options granted | 19,471 | 307,328 | |
Outstanding, ending | 11,784,003 | 11,764,532 | $ 11,457,204 |
Vested, ending | 11,784,003 | 11,764,532 | |
Exercisable, ending | $ 11,784,003 | $ 11,764,532 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | 12 Months Ended | |
Aug. 31, 2016 | Aug. 31, 2015 | |
Related Party Transactions [Abstract] | ||
Accounts payable - related party | $ 350,288 | $ 111,064 |
Monthly rent paid to director | 1,600 | |
Rent expense | $ 15,000 | $ 300 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) | Dec. 14, 2016USD ($) |
Surface Lease [Member] | Subsequent Event [Member] | |
Annual renewal option | $ 15,000 |