Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Aug. 31, 2019 | Nov. 22, 2019 | Feb. 28, 2019 | |
Document And Entity Information | |||
Entity Registrant Name | Texas Mineral Resources Corp. | ||
Entity Central Index Key | 0001445942 | ||
Entity File Number | 000-53482 | ||
Document Type | 10-K | ||
Document Period End Date | Aug. 31, 2019 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --08-31 | ||
Entity Wellknown Seasoned Issuer | No | ||
Entity Voluntary Filer | No | ||
Entity Interactive Data Current | Yes | ||
Entity Incorporation State Country Code | DE | ||
Entity's Reporting Status Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 | ||
Entity Public Float | $ 9,721,556 | ||
Entity Common Stock, Shares Outstanding | 56,204,994 | ||
Entity Emerging Growth Company | false | ||
Entity Smaller Reporting Company | true | ||
Entity Shell Company | false |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Aug. 31, 2019 | Aug. 31, 2018 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 1,824,546 | $ 31,591 |
Prepaid expenses and other current assets | 4,450 | 3,333 |
Total current assets | 1,828,996 | 34,924 |
Mineral properties, net | 354,234 | 354,234 |
Deposits | 4,000 | 4,000 |
TOTAL ASSETS | 2,183,230 | 393,158 |
CURRENT LIABILITIES | ||
Accounts payable and accrued liabilities | 1,181,820 | 1,357,013 |
Advances due to - related party | 5,000 | 421,415 |
Current portion of note payable | 193,760 | 260,387 |
Total current liabilities | 1,380,580 | 2,038,815 |
Total liabilities | 1,380,580 | 2,038,815 |
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, 2019 and August 31, 2018, respectively | ||
Common stock, par value $0.01; 100,000,000 shares authorized, 56,204,994 and 44,941,532 shares issued and outstanding as of August 31, 2019 and August 31, 2018, respectively | 562,050 | 449,416 |
Additional paid-in capital | 36,817,096 | 33,275,248 |
Accumulated deficit | (36,576,496) | (35,370,321) |
Total shareholders' equity | 802,650 | (1,645,657) |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 2,183,230 | $ 393,158 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Aug. 31, 2019 | Aug. 31, 2018 |
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 | 56,204,994 | 44,941,532 |
Common stock, shares outstanding | 56,204,994 | 44,941,532 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Aug. 31, 2019 | Aug. 31, 2018 | |
OPERATING EXPENSES | ||
Exploration costs | $ 139,198 | $ 95,452 |
Impairment of mineral properties | 4,360 | |
General and administrative expenses | 785,112 | 518,001 |
Total operating expenses | 924,310 | 617,813 |
LOSS FROM OPERATIONS | (924,310) | (617,813) |
OTHER INCOME (EXPENSE) | ||
Non-cash interest expense | (268,621) | (97,508) |
Other income | 6,874 | |
Interest and other expense | (20,118) | (23,017) |
Total other income (expense) | (281,865) | (120,525) |
NET LOSS | $ (1,206,175) | $ (738,338) |
Net loss per share: | ||
Basic and diluted net loss per share | $ (0.03) | $ (0.02) |
Weighted average shares outstanding: | ||
Basic and diluted | 46,737,894 | 44,941,533 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Aug. 31, 2019 | Aug. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (1,206,175) | $ (738,338) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Non-cash interest expense | 268,621 | 97,508 |
Impairment of mineral properties | 4,360 | |
Depreciation expense | 11,250 | 5,421 |
Stock based compensation | 675,673 | 109,431 |
Changes in current assets and liabilities: | ||
Prepaid expenses and other assets | 1,833 | 23,334 |
Accounts payable and accrued expenses | 101,278 | 353,545 |
Net cash used in operating activities | (147,520) | (144,739) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from notes payable - related party | 175,250 | |
Cash from sale of common stock, net | 1,971,785 | |
Proceeds from exercise of common stock warrants | 35,317 | |
Payments on notes payable | (66,627) | |
Net cash provided by financing activities | 1,940,475 | 175,250 |
NET CHANGE IN CASH AND CASH EQUIVALENTS | 1,792,955 | 30,511 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 31,591 | 1,080 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 1,824,546 | $ 31,591 |
Non-cash Transactions: | ||
Common stock for assets | 11,250 | |
Conversion of related party advances to common stock | 415,365 | |
Common stock issued for accrued expenses | 322,627 | |
Common stock issued for cashless exercise of common stock warrants | $ 1,228 |
STATEMENTS OF SHAREHOLDERS' EQU
STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at beginning at Aug. 31, 2017 | $ 449,416 | $ 33,068,309 | $ (34,631,983) | $ (1,114,258) |
Balance at beginning, (in shares) at Aug. 31, 2017 | 44,941,532 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Options issued to Officers and Directors | 88,697 | 88,697 | ||
Options issued for services | 118,242 | 118,242 | ||
Net loss | (738,338) | (738,338) | ||
Balance at ending at Aug. 31, 2018 | $ 449,416 | 33,275,248 | (35,370,321) | (1,645,657) |
Balance at ending, (in shares) at Aug. 31, 2018 | 44,941,532 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Options issued to Officers and Directors | 256,637 | 256,637 | ||
Options issued for services | 267,880 | 267,880 | ||
Common stock issued for cash | $ 57,576 | 1,922,609 | 1,980,185 | |
Common stock issued for cash, (in shares) | 5,757,680 | |||
Cost of capital | $ 5,987 | (14,387) | (8,400) | |
Cost of capital, (in shares) | 598,666 | |||
Common stock issued to SW Range & Wildlife | $ 5,000 | 100,000 | 105,000 | |
Common stock issued to SW Range & Wildlife, (in shares) | 500,000 | |||
Common stock issued for services | $ 225 | 11,025 | 11,250 | |
Common stock issued for services, (in shares) | 22,500 | |||
Common stock issued to Officers and Directors | $ 20,841 | 301,786 | 322,627 | |
Common stock issued to Officers and Directors, (in shares) | 2,084,073 | |||
Warrant Conversion | $ 1,009 | 34,308 | 35,317 | |
Warrant Conversion, (in shares) | 100,907 | |||
Cashless exercise of common stock warrants | $ 1,228 | (1,228) | ||
Cashless exercise of common stock warrants, (in shares) | 122,811 | |||
Warrant extension | 268,621 | 268,621 | ||
Common stock issued for note conversion | $ 20,768 | 394,597 | 415,365 | |
Common stock issued for note conversion, (in shares) | 2,076,825 | |||
Net loss | (1,206,175) | (1,206,175) | ||
Balance at ending at Aug. 31, 2019 | $ 562,050 | $ 36,817,096 | $ (36,576,496) | $ 802,650 |
Balance at ending, (in shares) at Aug. 31, 2019 | 56,204,994 |
ORGANIZATION AND NATURE OF BUSI
ORGANIZATION AND NATURE OF BUSINESS | 12 Months Ended |
Aug. 31, 2019 | |
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. |
SUMMARY OF ACCOUNTING POLICIES
SUMMARY OF ACCOUNTING POLICIES | 12 Months Ended |
Aug. 31, 2019 | |
Accounting Policies [Abstract] | |
SUMMARY OF ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF ACCOUNTING POLICIES Exploration-Stage Company Effective January 1, 2009, the Company was, and still is, classified as an “exploration stage” company for purposes of Industry Guide 7 of the U.S. Securities and Exchange Commission (“SEC”) Under Industry Guide 7, companies engaged in significant mining operations are classified into three categories, referred to as “stages” - exploration, development, and production. Exploration stage includes all companies that do not have established reserves in accordance with Industry Guide 7. Such companies are deemed to be “in the search for mineral deposits.” Notwithstanding the nature and extent of development-type or production-type activities that have been undertaken or completed, a company cannot be classified as a development or production stage company unless it has established reserves in accordance with Industry Guide 7 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 consist 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 Revenue is recognized when title passes to the buyer and when collectability is reasonably assured. Title passes to the buyer based on terms of the sales contract. Product pricing is determined based on contractual arrangements with the Company’s customers. Effective January 1, 2018, the Company adopted ASC Topic 606. In May 2014, the Financial Accounting Standards Board (“FASB”) issued guidance on revenue recognition, which provides a single, comprehensive revenue recognition model for all contracts with customers and supersedes most existing revenue recognition guidance. The main principle under this guidance is that an entity should recognize revenue at the amount it expects to be entitled to in exchange for the transfer of goods or services to customers. The Company identified the predominant changes to its accounting policies resulting from the application of this guidance and quantified the impact on its consolidated financial statements. The cumulative effect of the initial adoption of this guidance did not have any significant impact on the Company’s consolidated financial statements as the Company did not have any significant customer contracts in place at August 31, 2018. As a result, comparative prior periods have not been adjusted and continue to be reported under FASB ASC Topic 605, Revenue Recognition (“ASC 605”). The Company’s revenue recognition policies are established in accordance with the Revenue Recognition topics of ASC 606, and accordingly, revenue is recognized when control of the promised goods or services is transferred to our clients, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. 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. Expected Funding From USA Rare Earth In August 2018, we executed a joint venture agreement with Morzev, to develop the Round Top Deposit. Terms of the agreement require Morzev to expend up to $10 million to produce a bankable feasibility study. The funds will be allocated in two tranches, the first of $2.5 million to optimize and finalize the metallurgical processing and the remaining $7.5 million to fund the engineering, design, geotechnical work, and permitting necessary for a bankable feasibility study. Upon completion of these funding milestones, Morzev will earn and own 70% of the Round Top Project and will have a six-month option to purchase an additional 10% (bringing its ownership in the Round Top Project to 80%) for a purchase price of $3 million. In August 2019, Morzev assigned this ownership right to USA Rare Earth LLC. In connection with entering into this agreement, Morzev purchased 646,054 shares of Common Stock for $140,000. 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, 2019, a total of 4,635,000 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 In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement In August 2018, the SEC adopted amendments to certain disclosure requirements in Securities Act Release No. 33-10532, Disclosure Update and Simplification. The Company does not anticipate that the adoption of these SEC amendments will have a material effect on the Company’s financial position, results of operations, cash flows or shareholders’ equity. In June 2018, the FASB issued ASU No. 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting In July 2017, the FASB issued ASU 2017-11, “Earnings per share”, which allows companies to exclude a down round feature when determining whether a financial instrument is considered indexed to the entity’s own stock. As a result, financial instruments with down round features may no longer be required to be accounted classified as liabilities. A company will recognize the value of a down round feature only when it is triggered and the strike price has been adjusted downward. For equity-classified freestanding financial instruments, such as warrants, an entity will treat the value of the effect of the down round, when triggered, as a dividend and a reduction of income available to common shareholders in computing basic earnings per share. The guidance in ASU 2017-11 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted, and the guidance is to be applied using a full or modified retrospective approach. The Company is currently evaluating the effects of this ASU on its financial statements and related disclosures. In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. This ASU clarifies the definition of a business when evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The guidance is effective for the Company for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. Early adoption is permitted. The Company does not expect the adoption of this ASU to have a significant impact on its financial statements and related disclosures. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230: Classification of Certain Cash Receipts and Cash Payments). This guidance addresses specific cash flow issues with the objective of reducing the diversity in practice for the treatment of these issues. The areas identified include: debt prepayment or debt extinguishment costs; settlement of zero-coupon debt instruments; 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; distributions received from equity method investees; beneficial interests in securitization transactions; and application of the predominance principle with respect to separately identifiable cash flows. The guidance will generally be applied retrospectively and is effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. Early adoption is permitted. The Company does not expect the adoption of this ASU to have a significant impact on its financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which supersedes the guidance in former ASC 840, Leases. The new standard, as amended by subsequent ASUs on the Topic, 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 today. For the Company, this standard is effective for annual reporting periods beginning after December 15, 2019, and interim periods within annual periods beginning after December 15, 2020. Early adoption is permitted. The FASB issued ASU No. 2018-10 “Codification Improvements to Topic 842, Leases” and ASU No. 2018-11 “Leases (Topic 842) Targeted Improvements” in July 2018. ASU 2018-10 provides certain amendments that affect narrow aspects of the guidance issued in ASU 2016-02. ASU 2018-11 provides an optional transition method allowing entities to apply the new lease standard at the adoption date with a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption (modified retrospective approach) as opposed to restating prior period consolidated financial statements. The Company elected to adopt the standard on September 1, 2019. The Company is finalizing its new accounting policies, processes and internal controls. The Company is in the process of quantifying the full impact of the application of the new guidance; however, it expects that adoption of the new standard will not have a material effect on its consolidated statements of operations, will result in a gross-up on our consolidated balance sheets and will have no effect on our consolidated statements of 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”), which gives TMRC the exclusive license to market K-Tech’s CIX/CIC process to other rare earth developers pursuant to the February 24, 2015 letter of intent with K-Tech. On October 18, 2015, we entered into an amendment agreement to the Operating Agreement, expanding the way in which we can earn percentage membership interests in Reetech in exchange for granting K-Tech changes in the management of Reetech and TMRC’s license from Reetech to use K-Tech’s CIX/CIC process for its properties. The operating agreement between TMRC and K-Tech is still in effect, but due to the inactivity of our Round Top project, there has been no ongoing advancement under the operating agreement as of August 31, 2018. 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, 2019 | |
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, August 31, Furniture & office equipment $ 75,606 $ 75,606 Vehicles 89,185 89,185 Computers & software 48,711 48,711 Field equipment 71,396 71,396 Total cost basis 284,898 284,898 Less: Accumulated depreciation (284,898 ) (284,898 ) Property & equipment, net $ — $ — Depreciation expense for the years ending August 31, 2019 and 2018 was $0 and $5,421, respectively and is included in general and administrative expenses. |
MINERAL PROPERTIES
MINERAL PROPERTIES | 12 Months Ended |
Aug. 31, 2019 | |
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 Amount Total Amount September 2, 2015 – 2019 $ 75 $ 67,077 September 2, 2020 – 2024 $ 150 $ 134,155 September 2, 2025 – 2029 $ 200 $ 178,873 In August 2019, 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 is adjacent to the land 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 Amount Total Amount November 1, 2015 – 2019 $ 75 $ 6,750 November 1, 2020 – 2024 $ 150 $ 13,500 November 1, 2025 – 2029 $ 200 $ 18,000 In August 2019, we paid a delay rental to the State of Texas of $6,750. March 2013 Lease On March 6, 2013, we purchased the surface lease at the Round Top Project, known as the West Lease, from the Southwest Wildlife and Range Foundation, since renamed the Rio Grande Foundation for $500,000 cash and 1,063,830 shares of our common stock. We also agreed to support the Foundation through an annual payment of $45,000 for ten years to support conservation efforts within the Rio Grande Basin and in particular engaging in stewardship of Lake Amistad, a large and well-known fishing lake near Del Rio, Texas. The West Lease comprises approximately 54,990 acres. Most importantly, the purchase of the surface lease gave us unrestricted surface access for the potential development and mining of our Round Top Project. Through our JV partner, we are currently paying $13,235 monthly until the balance owed to the Foundation has been fully paid. We fully intend to continue with the evaluation of the mineral potential of the property, to ultimately mine the property, and to bring the lease current when funds are available. October 2014 Surface Option and Water Lease On October 29, 2014, we announced that we had executed agreements 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. The purchase price will be the appraised value of the surface at the time of exercising the option. All annual payments have been made as of the date of this filing. 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. 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 minimum production payment for all the fiscal years have been made as of the date of this filing. Northeast Pennsylvania REE and Scandium Project On June 28, 2016 TMRC executed a Memorandum of understanding with Pagnotti Enterprises Inc. 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 of 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 grant was awarded in March 2017 to a consortium consisting of Inventure Renewables, Penn State, K-Tech and TMRC with Inventure being the principal investigator in the consortium. Funding began in September 2017. Under the terms of the Memorandum of Understanding (MOU) signed 28 June 2016, TMRC had a six month term to perform the necessary due diligence and to technically and economically evaluate the properties. Upon execution of the MOU TMRC and PEI had six months to draft and execute a formal lease agreement containing all the standard terms of mining lease agreements. Upon execution of a lease, TMRC will be obligated to pay a $5,000 per month rental or a 12% royalty whichever is greater. As of the date of this filing, no lease has been executed. This MOU has now lapsed and would have to be renegotiated if the Company were to continue this project. |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Aug. 31, 2019 | |
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. As of the date of this filing, we have not paid the June 2018, 2017 or 2016 installments of our surface lease, in the amount of $45,000 each, to the Southwest Wildlife Foundation. As a result, the full amount of the note payable has been classified as currently due. The note payable balance as of August 31, 2019 was approximately $194,000. The Company has also accrued interest expense as of August 31, 2019 in the amount of $6,500. This unpaid interest is included in accrued liabilities. Related Party Notes Payable and Advances The Company had loans totaling $421,415 outstanding as of August 31, 2018 from directors of the Company. The loans were due March 1, 2017, are non-interest bearing, and unsecured. In July 2019, as additional consideration for the loans, we issued in total 832,830 common stock purchase warrants. The warrants have an exercise price of $0.40 and term of five years. The warrants have a fair value of $268,621 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 1.880% (ii) estimated volatility of 91% (iii) dividend yield of 0.00% and (iv) expected life of the warrants of five years. The $268,621 was recorded as loss on conversion during the year ended August 31, 2109. The Company issued 2,076,825 common shares to various directors totaling $415,365 in notes payable on August 16, 2019. See summary below: Amount Common Warrants Warrants Fair Value Director $ 3,000 15,000 6,000 $ 1,919 Director 165,500 827,500 331,000 106,796 Director 5,000 25,000 10,000 4,155 Director 1,000 5,000 2,000 831 Director 89,625 448,125 179,250 57,336 Director 151,240 756,200 302,580 96,753 Total converted $ 415,365 2,076,825 830,830 $ 267,790 On January 12, 2017 the Company entered into a loan totaling $10,000 from an officer of the Company. The loans are due July 12, 2017, are non-interest accruing, and unsecured. As of this filing the loans are in default and due upon demand. At origination, as additional consideration for the loans, we issued 20,000 common stock purchase warrants. The warrants have an exercise price of $0.10 and term of five years. The loans have a relative fair value of $6,771 and the warrants have a relative fair value of $3,229 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 1.87% (ii) estimated volatility of 240% (iii) dividend yield of 0.00% and (iv) expected life of the warrants of five years. The notes payable balance as of August 31, 2019 and August 31, 2018 was $4,000 and $10,000. The value of the warrant was amortized to interest expense over the term of the note payable. The Company has an advance due upon demand of $1,000 as of August 31, 2019 and 2018. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Aug. 31, 2019 | |
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, 2018 and 2017: 2019 2018 Loss before provision for income taxes $ (1,206,000 ) $ (738,000 ) Income tax benefit at 21% statutory rate 253,000 244,000 Increase in valuation allowance (253,000 ) (244,000 ) $ — $ — 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, 2019 and 2018 are as follows: 2019 2018 Net operating loss carryforward $ 4,742,000 $ 4,572,000 Stock-based compensation 1,781,000 1,728,000 Assets, exploration cost, depreciation and amortization 3,734,000 3,734,000 Impairment of surface lease 474,000 474,000 Less valuation allowance (10,761,000 ) (10,508,000 ) 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 $13,384,000 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, 2019 and 2018. |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 12 Months Ended |
Aug. 31, 2019 | |
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. On November 13, 2018, we received $140,000 for 646,054 common shares as consideration for a joint venture agreement and paid $8,400 to the broker. On October 17, 2018, we issued 500,000 common shares valued at $105,000 to the director of the Rio Grande Foundation as consideration for not placing us in default on the note payable to the Foundation. In June 2019, we issued 22,500 shares of our common stock for website services. In June 2019, we received proceeds in the amount of $35,317 for 100,907 shares of our Common Stock issued upon the exercise of common stock warrants. In July 2019, we issued 122,811 shares for a cashless exercise of 122,811 Common Stock warrants. In August 2019, we issued 2,084,073 shares of our Common Stock to our Directors for Directors fees in arrears. In August 2019, we issued 2,076,825 shares of our Common Stock to certain Directors for the conversion of notes owed to them. In August 2019, we issued 5,757,680 shares of our Common Stock for $1,971,785 to an investor, including cost of capital in the amount of $8,400 and 598,666 shares of our Common Stock. During the fiscal year ended August 31, 2019, we issued 1.300,000 options to our Directors. During the fiscal year ended August 31, 2019, we issued 830,000 options for services. We have 56,204,994 shares of our common stock outstanding as of August 31, 2019. The following table sets forth certain information as of August 31, 2019 and 2018 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, 2017 5,085,000 $ 0.36 5.37 $ 1,808,350 Vested and exercisable at August 31, 2017 5,085,000 0.36 5.37 1,808,350 Options granted 620,000 0.21 7.77 109,431 Options exercised — — — — Options cancelled/forfeited/expired 1,785,000 0.44 — 533,296 Outstanding at August 31, 2018 3,920,000 0.32 4.31 1,384,485 Vested and exercisable at August 31, 2018 3,920,000 0.32 4.31 1,384,485 Options granted 2,130,000 0.21 7.48 524,517 Options exercised — — — — Options cancelled/forfeited/expired 340,000 0.41 — 146,162 Vested and exercisable at August 31, 2019 5,710,000 $ 0.28 5.41 $ 1,762,840 During the year ended August 31, 2019, the Company granted a total of 2,130,000 stock options with a fair value of approximately $524,000 on the date of grant. The fair value of the options was determined using the Black-Scholes option-pricing model. The weighted average assumptions used to calculate the fair market value are as follows: (i) risk-free interest rate of 2.5 to 2.9% (ii) estimated volatility of 84% (iii) dividend yield of 0.00% and (iv) expected life of all options of 5 years. During the year ended August 31, 2018, the Company granted a total of 620,000 stock options with a fair value of approximately $109,000 on the date of grant. The fair value of the options was determined using the Black-Scholes option-pricing model. The weighted average assumptions used to calculate the fair market value are as follows: (i) risk-free interest rate of 2.9% (ii) estimated volatility of 102% (iii) dividend yield of 0.00% and (iv) expected life of all options of 5 years. During the years ended August 31, 2019 and 2018, the Company recognized total stock based compensation expenses of $524,517 and $109,431, respectively, for vesting options. Warrants Warrant activity for the years ended August 31, 2019 and 2018 are as follows: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (In Years) Grant Date Fair Value Outstanding at August 31, 2017 16,148,010 $ 0.38 .84 $ 3,180,071.35 Vested and exercisable at August 31, 2017 16,148,010 0.38 .84 3,180,071 Warrants granted 701,000 0.20 3.72 97,508 Warrants exercised — — — — Warrants cancelled/forfeited/expired — — — — Outstanding at August 31, 2018 16,849,010 0.37 .96 3,277,579 Vested and exercisable at August 31, 2018 16,849,010 0.37 .96 3,277,579 Warrants granted 832,830 .20 4.88 268,621 Warrants exercised 223,718 .35 — 44,868 Warrants cancelled/forfeited/expired Outstanding at August 31, 2019 17,458,122 0.36 1.16 3,501,332 During the year ended August 31, 2019, the Company granted a total of 832,830 common stock warrants with a fair value of approximately $269,000 on the date of grant. The fair value of the options was determined using the Black-Scholes option-pricing model. The weighted average assumptions used to calculate the fair market value are as follows: (i) risk-free interest rate of 2.5 to 2.9% (ii) estimated volatility of 84% (iii) dividend yield of 0.00% and (iv) expected life of all warrants of 5 years. During the year ended August 31, 2018, the Company granted a total of 701,000 stock options with a fair value of approximately $98,000 on the date of grant. The fair value of the options was determined using the Black-Scholes option-pricing model. The weighted average assumptions used to calculate the fair market value are as follows: (i) risk-free interest rate of 2.9% (ii) estimated volatility of 102% (iii) dividend yield of 0.00% and (iv) expected life of all warrants of 5 years. During the years ended August 31, 2019 and 2018, the Company recognized total non-cash interest expense of $268,621 and $97,508, respectively, for vesting warrants. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Aug. 31, 2019 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 8 – RELATED PARTY TRANSACTIONS In July 2019, as additional consideration for the loans, we issued in total 832,830 common stock purchase warrants. The warrants have an exercise price of $0.40 and term of five years. The warrants have a fair value of $268,621 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 1.880% (ii) estimated volatility of 91% (iii) dividend yield of 0.00% and (iv) expected life of the warrants of five years. The $268,621 was recorded as non-cash interest expense during the year ended August 31, 2019. The Company issued 2,076,825 common shares to various directors totaling $415,365 in notes payable on August 16, 2019. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Aug. 31, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9 – SUBSEQUENT EVENTS None |
SUMMARY OF ACCOUNTING POLICIES
SUMMARY OF ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Aug. 31, 2019 | |
Accounting Policies [Abstract] | |
Exploration-Stage Company | Exploration-Stage Company Effective January 1, 2009, the Company was, and still is, classified as an “exploration stage” company for purposes of Industry Guide 7 of the U.S. Securities and Exchange Commission (“SEC”) Under Industry Guide 7, companies engaged in significant mining operations are classified into three categories, referred to as “stages” - exploration, development, and production. Exploration stage includes all companies that do not have established reserves in accordance with Industry Guide 7. Such companies are deemed to be “in the search for mineral deposits.” Notwithstanding the nature and extent of development-type or production-type activities that have been undertaken or completed, a company cannot be classified as a development or production stage company unless it has established reserves in accordance with Industry Guide 7 |
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 consist 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 Revenue is recognized when title passes to the buyer and when collectability is reasonably assured. Title passes to the buyer based on terms of the sales contract. Product pricing is determined based on contractual arrangements with the Company’s customers. Effective January 1, 2018, the Company adopted ASC Topic 606. In May 2014, the Financial Accounting Standards Board (“FASB”) issued guidance on revenue recognition, which provides a single, comprehensive revenue recognition model for all contracts with customers and supersedes most existing revenue recognition guidance. The main principle under this guidance is that an entity should recognize revenue at the amount it expects to be entitled to in exchange for the transfer of goods or services to customers. The Company identified the predominant changes to its accounting policies resulting from the application of this guidance and quantified the impact on its consolidated financial statements. The cumulative effect of the initial adoption of this guidance did not have any significant impact on the Company’s consolidated financial statements as the Company did not have any significant customer contracts in place at August 31, 2018. As a result, comparative prior periods have not been adjusted and continue to be reported under FASB ASC Topic 605, Revenue Recognition (“ASC 605”). The Company’s revenue recognition policies are established in accordance with the Revenue Recognition topics of ASC 606, and accordingly, revenue is recognized when control of the promised goods or services is transferred to our clients, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. |
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. |
Expected Funding From USA Rare Earth | Expected Funding From USA Rare Earth In August 2018, we executed a joint venture agreement with Morzev, to develop the Round Top Deposit. Terms of the agreement require Morzev to expend up to $10 million to produce a bankable feasibility study. The funds will be allocated in two tranches, the first of $2.5 million to optimize and finalize the metallurgical processing and the remaining $7.5 million to fund the engineering, design, geotechnical work, and permitting necessary for a bankable feasibility study. Upon completion of these funding milestones, Morzev will earn and own 70% of the Round Top Project and will have a six-month option to purchase an additional 10% (bringing its ownership in the Round Top Project to 80%) for a purchase price of $3 million. In August 2019, Morzev assigned this ownership right to USA Rare Earth LLC. In connection with entering into this agreement, Morzev purchased 646,054 shares of Common Stock for $140,000. |
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 | 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, 2019, a total of 4,635,000 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 In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement In August 2018, the SEC adopted amendments to certain disclosure requirements in Securities Act Release No. 33-10532, Disclosure Update and Simplification. The Company does not anticipate that the adoption of these SEC amendments will have a material effect on the Company’s financial position, results of operations, cash flows or shareholders’ equity. In June 2018, the FASB issued ASU No. 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting In July 2017, the FASB issued ASU 2017-11, “Earnings per share”, which allows companies to exclude a down round feature when determining whether a financial instrument is considered indexed to the entity’s own stock. As a result, financial instruments with down round features may no longer be required to be accounted classified as liabilities. A company will recognize the value of a down round feature only when it is triggered and the strike price has been adjusted downward. For equity-classified freestanding financial instruments, such as warrants, an entity will treat the value of the effect of the down round, when triggered, as a dividend and a reduction of income available to common shareholders in computing basic earnings per share. The guidance in ASU 2017-11 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted, and the guidance is to be applied using a full or modified retrospective approach. The Company is currently evaluating the effects of this ASU on its financial statements and related disclosures. In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. This ASU clarifies the definition of a business when evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The guidance is effective for the Company for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. Early adoption is permitted. The Company does not expect the adoption of this ASU to have a significant impact on its financial statements and related disclosures. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230: Classification of Certain Cash Receipts and Cash Payments). This guidance addresses specific cash flow issues with the objective of reducing the diversity in practice for the treatment of these issues. The areas identified include: debt prepayment or debt extinguishment costs; settlement of zero-coupon debt instruments; 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; distributions received from equity method investees; beneficial interests in securitization transactions; and application of the predominance principle with respect to separately identifiable cash flows. The guidance will generally be applied retrospectively and is effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. Early adoption is permitted. The Company does not expect the adoption of this ASU to have a significant impact on its financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which supersedes the guidance in former ASC 840, Leases. The new standard, as amended by subsequent ASUs on the Topic, 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 today. For the Company, this standard is effective for annual reporting periods beginning after December 15, 2019, and interim periods within annual periods beginning after December 15, 2020. Early adoption is permitted. The FASB issued ASU No. 2018-10 “Codification Improvements to Topic 842, Leases” and ASU No. 2018-11 “Leases (Topic 842) Targeted Improvements” in July 2018. ASU 2018-10 provides certain amendments that affect narrow aspects of the guidance issued in ASU 2016-02. ASU 2018-11 provides an optional transition method allowing entities to apply the new lease standard at the adoption date with a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption (modified retrospective approach) as opposed to restating prior period consolidated financial statements. The Company elected to adopt the standard on September 1, 2019. The Company is finalizing its new accounting policies, processes and internal controls. The Company is in the process of quantifying the full impact of the application of the new guidance; however, it expects that adoption of the new standard will not have a material effect on its consolidated statements of operations, will result in a gross-up on our consolidated balance sheets and will have no effect on our consolidated statements of 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”), which gives TMRC the exclusive license to market K-Tech’s CIX/CIC process to other rare earth developers pursuant to the February 24, 2015 letter of intent with K-Tech. On October 18, 2015, we entered into an amendment agreement to the Operating Agreement, expanding the way in which we can earn percentage membership interests in Reetech in exchange for granting K-Tech changes in the management of Reetech and TMRC’s license from Reetech to use K-Tech’s CIX/CIC process for its properties. The operating agreement between TMRC and K-Tech is still in effect, but due to the inactivity of our Round Top project, there has been no ongoing advancement under the operating agreement as of August 31, 2018. 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, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment, net | Our property and equipment, net consist of the following: August 31, August 31, Furniture & office equipment $ 75,606 $ 75,606 Vehicles 89,185 89,185 Computers & software 48,711 48,711 Field equipment 71,396 71,396 Total cost basis 284,898 284,898 Less: Accumulated depreciation (284,898 ) (284,898 ) Property & equipment, net $ — $ — |
MINERAL PROPERTIES (Tables)
MINERAL PROPERTIES (Tables) | 12 Months Ended |
Aug. 31, 2019 | |
Mineral Industries Disclosures [Abstract] | |
Schedule of future minimum lease payments | 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 Amount Total Amount September 2, 2015 – 2019 $ 75 $ 67,077 September 2, 2020 – 2024 $ 150 $ 134,155 September 2, 2025 – 2029 $ 200 $ 178,873 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 Amount Total Amount November 1, 2015 – 2019 $ 75 $ 6,750 November 1, 2020 – 2024 $ 150 $ 13,500 November 1, 2025 – 2029 $ 200 $ 18,000 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 12 Months Ended |
Aug. 31, 2019 | |
Notes Payable [Abstract] | |
Schedule of issued common shares to various directors | The Company issued 2,076,825 common shares to various directors totaling $415,365 in notes payable on August 16, 2019. See summary below: Amount Common Warrants Warrants Fair Value Director $ 3,000 15,000 6,000 $ 1,919 Director 165,500 827,500 331,000 106,796 Director 5,000 25,000 10,000 4,155 Director 1,000 5,000 2,000 831 Director 89,625 448,125 179,250 57,336 Director 151,240 756,200 302,580 96,753 Total converted $ 415,365 2,076,825 830,830 $ 267,790 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Aug. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of reconciliation of the federal income tax benefit to the United States federal statutory rate | 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, 2018 and 2017: 2019 2018 Loss before provision for income taxes $ (1,206,000 ) $ (718,000 ) Income tax benefit at 21% statutory rate 253,000 244,000 Increase in valuation allowance (253,000 ) (244,000 ) $ — $ — |
Schedule of significant components of our deferred tax asset | Significant components of our deferred tax asset at August 31, 2019 and 2018 are as follows: 2019 2018 Net operating loss carryforward $ 4,742,000 $ 4,572,000 Stock-based compensation 1,781,000 1,728,000 Assets, exploration cost, depreciation and amortization 3,734,000 3,734,000 Impairment of surface lease 474,000 474,000 Less valuation allowance (10,761,000 ) (10,508,000 ) Net deferred tax asset $ — $ — |
SHAREHOLDERS' EQUITY (Tables)
SHAREHOLDERS' EQUITY (Tables) | 12 Months Ended |
Aug. 31, 2019 | |
Equity [Abstract] | |
Schedule of common stock that may be issued upon the exercise of options | The following table sets forth certain information as of August 31, 2019 and 2018 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, 2017 5,085,000 $ 0.36 5.37 $ 1,808,350 Vested and exercisable at August 31, 2017 5,085,000 0.36 5.37 1,808,350 Options granted 620,000 0.21 7.77 109,431 Options exercised — — — — Options cancelled/forfeited/expired 1,785,000 0.44 — 533,296 Outstanding at August 31, 2018 3,920,000 0.32 4.31 1,384,485 Vested and exercisable at August 31, 2018 3,920,000 0.32 4.31 1,384,485 Options granted 2,130,000 0.21 7.48 524,517 Options exercised — — — — Options cancelled/forfeited/expired 340,000 0.41 — 146,162 Vested and exercisable at August 31, 2019 5,710,000 $ 0.28 5.41 $ 1,762,840 |
Schedule of warrant activity | Warrant activity for the years ended August 31, 2019 and 2018 are as follows: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (In Years) Grant Date Fair Value Outstanding at August 31, 2017 16,148,010 $ 0.38 .84 $ 3,180,071.35 Vested and exercisable at August 31, 2017 16,148,010 0.38 .84 3,180,071 Warrants granted 701,000 0.20 3.72 97,508 Warrants exercised — — — — Warrants cancelled/forfeited/expired — — — — Outstanding at August 31, 2018 16,849,010 0.37 .96 3,277,579 Vested and exercisable at August 31, 2018 16,849,010 0.37 .96 3,277,579 Warrants granted 832,830 .20 4.88 268,621 Warrants exercised 223,718 .35 — 44,868 Warrants cancelled/forfeited/expired Outstanding at August 31, 2019 17,458,122 0.36 1.16 3,501,332 |
ORGANIZATION AND NATURE OF BU_2
ORGANIZATION AND NATURE OF BUSINESS (Details Narrative) | 1 Months Ended | ||||
Apr. 30, 2007 | Aug. 31, 2019a$ / sharesshares | Aug. 31, 2018$ / sharesshares | Sep. 30, 2008$ / sharesshares | Jul. 31, 2004shares | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Common stock, shares authorized | shares | 100,000,000 | 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 | 10,000,000 | ||
Preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||
Number of leases held | 2 | ||||
Period of leases | 19 years | ||||
Mining lease - acres | a | 950 | ||||
Surface rights - acres | a | 9,345 |
SUMMARY OF ACCOUNTING POLICIE_2
SUMMARY OF ACCOUNTING POLICIES (Details Narrative) - USD ($) | Jul. 15, 2015 | Feb. 15, 2012 | Aug. 31, 2019 | Aug. 31, 2018 | Feb. 24, 2016 | Feb. 15, 2015 | May 31, 2011 | Aug. 31, 2008 |
Exploration costs | $ 139,198 | $ 95,452 | ||||||
Amended 2008 Plan [Member] | ||||||||
Number of shares authorized under plan | 9,000,000 | 7,000,000 | 2,000,000 | 5,000,000 | ||||
Shares available for issuance | 4,635,000 | |||||||
Number of additional shares authorized | 2,000,000 | |||||||
Joint Venture Reetech, LLC [Member] | ||||||||
Exploration costs | $ 391,000 | |||||||
Interest in joint venture | $ 0 | |||||||
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 (De
PROPERTY AND EQUIPMENT, NET (Details Narrative) - USD ($) | 12 Months Ended | |
Aug. 31, 2019 | Aug. 31, 2018 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation expense | $ 11,250 | $ 5,421 |
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 (_2
PROPERTY AND EQUIPMENT, NET (Details) - USD ($) | Aug. 31, 2019 | Aug. 31, 2018 |
Property, Plant and Equipment [Line Items] | ||
Total cost basis | $ 284,898 | $ 284,898 |
Less: Accumulated depreciation | (284,898) | (284,898) |
Property & equipment, net | 0 | |
Furniture and Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost basis | 75,606 | 75,606 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost basis | 89,185 | 89,185 |
Computers & Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost basis | 48,711 | 48,711 |
Field Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost basis | $ 71,396 | $ 71,396 |
MINERAL PROPERTIES (Details Nar
MINERAL PROPERTIES (Details Narrative) | Sep. 02, 2011USD ($)a | Aug. 31, 2019USD ($)a | Jun. 28, 2016USD ($) | Oct. 31, 2014USD ($)aMiles$ / gal | Mar. 06, 2013USD ($)ashares | Nov. 01, 2011USD ($)a | Aug. 31, 2019USD ($)a |
Mining lease - acres | a | 950 | 950 | |||||
Surface rights - acres | a | 9,345 | 9,345 | |||||
Pagnotti Enterprises - MOU [Member] | |||||||
Periodic lease payment | $ 5,000 | ||||||
Royalty percentage | 12.00% | ||||||
Texas General Land Office - Hudspeth County, TX [Member] | September 2011 Mineral Properties Lease [Member] | |||||||
Mining lease - acres | a | 860 | ||||||
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 other fissionable materials removed | 8.00% | ||||||
Production royalty of market value of other minerals removed | 6.25% | ||||||
Payment of delay rental | $ 67,077 | ||||||
Texas General Land Office - Hudspeth County, TX [Member] | October 2014 Surface Option - Water Lease [Member] | |||||||
Ground water lease - acres | a | 13,120 | ||||||
Distance from project mine | Miles | 4 | ||||||
Annual minimum production payment | $ 5,000 | ||||||
Production payment, amount per thousand gallons | $ / gal | 0.95 | ||||||
Production payment, annual amount | $ 20,000 | ||||||
Texas General Land Office - Hudspeth County, TX [Member] | October 2014 Surface Option [Member] | |||||||
Surface rights - acres | a | 5,670 | ||||||
Periodic option annual payment due | $ 10,000 | ||||||
Southwest Range and Wildlife Foundation, Inc. [Member] | March 2013 Surface Lease [Member] | |||||||
Surface rights - acres | a | 54,990 | ||||||
Periodic payment for conservation efforts | $ 45,000 | ||||||
Term of periodic payment for conservation efforts | 10 years | ||||||
Cash paid for lease assignment | $ 500,000 | ||||||
Shares issued for lease | shares | 1,063,830 | ||||||
Southwest Range and Wildlife Foundation, Inc. [Member] | March 2013 Surface Lease [Member] | Joint Venture Partner [Member] | |||||||
Lease payments payable | $ 13,235 | $ 13,235 | |||||
State of Texas - Hudspeth County, TX [Member] | November 2011 Mineral Properties Lease [Member] | |||||||
Mining lease - acres | a | 90 | ||||||
Lease bonus paid | $ 20,700 | ||||||
Minimum advance royalty due upon sale of minerals | $ 50,000 | ||||||
Production royalty of market value of uranium and other fissionable materials removed | 8.00% | ||||||
Production royalty of market value of other minerals removed | 6.25% | ||||||
Payment of delay rental | $ 6,750 |
MINERAL PROPERTIES (Details)
MINERAL PROPERTIES (Details) | Aug. 31, 2019USD ($) |
September 2, 2025 - 2029 [Member] | |
Per Acre Amount | $ 200 |
Total Lease Amount | 178,873 |
September 2, 2015 - 2019 [Member] | |
Per Acre Amount | 75 |
Total Lease Amount | 67,077 |
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 |
September 2, 2020 - 2024 [Member] | |
Per Acre Amount | 150 |
Total Lease Amount | $ 134,155 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) | Aug. 16, 2019USD ($)shares | Jan. 12, 2017USD ($)$ / sharesshares | Aug. 31, 2019USD ($) | Jul. 31, 2019USD ($)$ / sharesshares | Aug. 31, 2018USD ($) | Jul. 31, 2018$ / shares | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) | Mar. 06, 2013USD ($)Number |
Debt Instrument [Line Items] | ||||||||||
Current portion of note payable | $ 193,760 | $ 260,387 | ||||||||
Common Shares | shares | 2,076,825 | |||||||||
Total converted | $ 415,365 | 415,365 | ||||||||
Advance Due | $ 1,000 | 1,000 | ||||||||
Southwest Range and Wildlife Foundation, Inc. [Member] | March 2013 Surface Lease [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Amount of lease payment in default | $ 45,000 | $ 45,000 | $ 45,000 | |||||||
Director [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maturity date | Mar. 1, 2017 | |||||||||
Common Shares | shares | 15,000 | |||||||||
Total converted | $ 3,000 | |||||||||
Due from related parties | $ 426,415 | |||||||||
Warrants [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Warrants, exercise price | $ / shares | $ 0.40 | |||||||||
Warrants [Member] | Director [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Common stock warrants granted | shares | 832,830 | |||||||||
Warrants, exercise price | $ / shares | $ 0.40 | |||||||||
Warrant term | 5 years | |||||||||
Warrants fair value | $ 268,621 | |||||||||
Loss on conversion | 268,621 | |||||||||
Warrants [Member] | Director [Member] | Dividend Yield [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Warrant measurement input | 0 | |||||||||
Warrants [Member] | Director [Member] | Volatility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Warrant measurement input | 0.91 | |||||||||
Warrants [Member] | Director [Member] | Risk Free Interest Rate [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Warrant measurement input | 0.01880 | |||||||||
Director and Officer Loans 1/12/2017 [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Note payable face amount | $ 10,000 | |||||||||
Notes payable - related party, net of discounts | 4,000 | 10,000 | ||||||||
Maturity date | Jul. 12, 2017 | |||||||||
Common stock warrants granted | shares | 20,000 | |||||||||
Warrants, exercise price | $ / shares | $ 0.10 | |||||||||
Fair value of debt | $ 6,771 | |||||||||
Fair value of warrants | $ 3,229 | |||||||||
Expected life | 5 years | |||||||||
Director and Officer Loans 1/12/2017 [Member] | Warrants [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Warrant term | 5 years | |||||||||
Director and Officer Loans 1/12/2017 [Member] | Warrants [Member] | Dividend Yield [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Warrant measurement input | 0 | |||||||||
Director and Officer Loans 1/12/2017 [Member] | Warrants [Member] | Volatility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Warrant measurement input | 2.40 | |||||||||
Director and Officer Loans 1/12/2017 [Member] | Warrants [Member] | Risk Free Interest Rate [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Warrant measurement input | 0.0187 | |||||||||
Foundation Lease Note Payable [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Number of payments | Number | 9 | |||||||||
Imputed interest rate | 5.00% | |||||||||
Note payable face amount | $ 364,852 | |||||||||
Current portion of note payable | 194,000 | $ 194,000 | ||||||||
Accrued interest payable | $ 6,500 |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) - USD ($) | Aug. 16, 2019 | Aug. 31, 2019 |
Total converted | $ 415,365 | $ 415,365 |
Common Shares | 2,076,825 | |
Warrants | $ 830,830 | |
Warrants Fair Value | 267,790 | |
Director [Member] | ||
Total converted | $ 3,000 | |
Common Shares | 15,000 | |
Warrants | $ 6,000 | |
Warrants Fair Value | 1,919 | |
Director [Member] | ||
Total converted | $ 165,500 | |
Common Shares | 827,500 | |
Warrants | $ 331,000 | |
Warrants Fair Value | 106,796 | |
Director [Member] | ||
Total converted | $ 5,000 | |
Common Shares | 25,000 | |
Warrants | $ 10,000 | |
Warrants Fair Value | 4,155 | |
Director [Member] | ||
Total converted | $ 1,000 | |
Common Shares | 5,000 | |
Warrants | $ 2,000 | |
Warrants Fair Value | 831 | |
Director [Member] | ||
Total converted | $ 89,625 | |
Common Shares | 448,125 | |
Warrants | $ 179,250 | |
Warrants Fair Value | 57,336 | |
Director [Member] | ||
Total converted | $ 151,240 | |
Common Shares | 756,200 | |
Warrants | $ 302,580 | |
Warrants Fair Value | 96,753 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Aug. 31, 2019 | Aug. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory rate | 21.00% | 21.00% |
Net operating loss carryforward | $ 13,384,000 | |
Net operating loss carryforward, expiration date | Dec. 31, 2022 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Aug. 31, 2019 | Aug. 31, 2018 | |
Reconciliation of federal income tax | ||
Loss before provision for income taxes | $ (1,206,000) | $ (718,000) |
Income tax benefit at 21% statutory rate | 253,000 | 244,000 |
Increase in valuation allowance | (253,000) | (244,000) |
Tax benefit | $ 0 | $ 0 |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | Aug. 31, 2019 | Aug. 31, 2018 |
Deferred tax asset: | ||
Net operating loss carryforward | $ 4,742,000 | $ 4,572,000 |
Stock-based compensation | 1,781,000 | 1,728,000 |
Assets, exploration cost, depreciation and amortization | 3,734,000 | 3,734,000 |
Impairment of surface lease | 474,000 | 474,000 |
Less valuation allowance | $ (10,761,000) | $ (10,508,000) |
SHAREHOLDERS' EQUITY (Details N
SHAREHOLDERS' EQUITY (Details Narrative) - USD ($) | Aug. 31, 2019 | Jul. 31, 2019 | Jun. 30, 2019 | Nov. 13, 2018 | Oct. 17, 2018 | Aug. 31, 2019 | Jul. 31, 2019 | Aug. 31, 2019 | Aug. 31, 2018 | Jul. 31, 2018 | Aug. 31, 2017 | Sep. 30, 2008 | Jul. 31, 2004 |
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 25,000,000 | |||||||
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | ||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||
Common stock, shares outstanding | 56,204,994 | 56,204,994 | 56,204,994 | 44,941,532 | |||||||||
Stock based compensation expenses for vesting options | $ 524,517 | $ 109,431 | |||||||||||
Proceeds from warrant exercises | 35,317 | ||||||||||||
Number of shares issues for webisite services | 22,500 | ||||||||||||
Non-cash interest expense for vesting warrants | 268,621 | $ 97,508 | |||||||||||
Cost of capital | $ (8,400) | ||||||||||||
Investor [Member] | |||||||||||||
Number of shares issued (in shares) | 5,757,680 | ||||||||||||
Value of shares issued | $ 1,971,785 | ||||||||||||
Cost of capital | $ 8,400 | ||||||||||||
Cost of capital, (in shares) | 598,666 | ||||||||||||
Rio Grande Foundation [Member] | Note Payable Sothwest Wildlife Fund [Member] | |||||||||||||
Common shares issued for consideration for non-default of note | $ 105,000 | ||||||||||||
Common shares issued for consideration for non-default of note (shares) | 500,000 | ||||||||||||
Morzev PTY LTD [Member] | |||||||||||||
Shares issued for initial funding (shares) | 646,054 | ||||||||||||
Value of shares issued for initial funding | $ 140,000 | ||||||||||||
Morzev PTY LTD [Member] | Broker [Member] | |||||||||||||
Payment of broker fees | $ 8,400 | ||||||||||||
Minimum [Member] | |||||||||||||
Fair value assumptions - Risk free interest rate | 2.50% | ||||||||||||
Maximum [Member] | |||||||||||||
Fair value assumptions - Risk free interest rate | 2.90% | ||||||||||||
Stock Options [Member] | |||||||||||||
Stock options granted (shares) | 701,000 | ||||||||||||
Fair value assumptions - Risk free interest rate | 2.90% | ||||||||||||
Fair value assumptions - Dividend yield | 0.00% | ||||||||||||
Fair value assumptions - Volatilty | 102.00% | ||||||||||||
Fair value assumptions - Expected term | 5 years | ||||||||||||
Warrant fair value | $ 98,000 | ||||||||||||
Stock Options [Member] | |||||||||||||
Fair value assumptions - Dividend yield | 0.00% | ||||||||||||
Fair value assumptions - Volatilty | 84.00% | ||||||||||||
Fair value assumptions - Expected term | 5 years | ||||||||||||
Stock Options [Member] | Minimum [Member] | |||||||||||||
Fair value assumptions - Risk free interest rate | 2.50% | ||||||||||||
Stock Options [Member] | Maximum [Member] | |||||||||||||
Fair value assumptions - Risk free interest rate | 2.90% | ||||||||||||
Stock Options [Member] | |||||||||||||
Stock options granted (shares) | 620,000 | ||||||||||||
Fair value assumptions - Risk free interest rate | 2.90% | ||||||||||||
Fair value assumptions - Dividend yield | 0.00% | ||||||||||||
Fair value assumptions - Volatilty | 102.00% | ||||||||||||
Fair value assumptions - Expected term | 5 years | ||||||||||||
Stock options fair value | $ 109,000 | ||||||||||||
Stock Options [Member] | |||||||||||||
Options issued to outside consultant for services (shares) | 2,130,000 | 620,000 | |||||||||||
Stock options granted (shares) | 2,130,000 | ||||||||||||
Exercise price of options | $ 0.28 | $ 0.28 | $ 0.28 | $ 0.32 | $ 0.36 | ||||||||
Fair value assumptions - Term of options | 4 years 3 months 22 days | 5 years 4 months 13 days | |||||||||||
Fair value assumptions - Dividend yield | 0.00% | ||||||||||||
Fair value assumptions - Volatilty | 84.00% | ||||||||||||
Fair value assumptions - Expected term | 5 years | ||||||||||||
Number of shares issues for services (in shares) | 830,000 | ||||||||||||
Stock options fair value | $ 524,000 | ||||||||||||
Stock Options [Member] | Director [Member] | |||||||||||||
Number of shares issued (in shares) | 1.300000 | ||||||||||||
Warrant [Member] | |||||||||||||
Number of common stock warrants granted | 832,830 | ||||||||||||
Number of shares issued (in shares) | 122,811 | ||||||||||||
Proceeds from warrant exercises | $ 35,317 | ||||||||||||
Exercise of common stock warrants | 122,811 | 100,907 | |||||||||||
Warrant fair value | $ 268,621 | $ 269,000 | |||||||||||
Warrant [Member] | Director [Member] | |||||||||||||
Warrant term | 5 years | ||||||||||||
Common Stock [Member] | |||||||||||||
Number of shares issues for services (in shares) | 22,500 | ||||||||||||
Number of share issued for conversion of notes owed | 100,907 | ||||||||||||
Cost of capital | $ 5,987 | ||||||||||||
Cost of capital, (in shares) | 598,666 | ||||||||||||
Common Stock [Member] | Director [Member] | |||||||||||||
Number of share issued for directors fees in arrears | 2,084,073 | ||||||||||||
Number of share issued for conversion of notes owed | 2,076,825 |
SHAREHOLDERS' EQUITY (Details)
SHAREHOLDERS' EQUITY (Details) - Stock Options [Member] - USD ($) | 12 Months Ended | |
Aug. 31, 2019 | Aug. 31, 2018 | |
Stock Options | ||
Outstanding at beginning | 3,920,000 | 5,085,000 |
Vested and exercisable at beginning | 3,920,000 | 5,085,000 |
Options granted | 2,130,000 | 620,000 |
Options cancelled/forfeited/expired | 340,000 | 1,785,000 |
Outstanding at ending | 3,920,000 | |
Vested and exercisable at ending | 5,710,000 | 3,920,000 |
Weighted Average Exercise Price | ||
Outstanding, beginning | $ 0.32 | $ 0.36 |
Vested and exercisable at beginning | 0.32 | 0.36 |
Options granted | 0.21 | 0.21 |
Options cancelled/forfeited/expired | 0.41 | 0.44 |
Outstanding, ending | 0.32 | |
Vested and exercisable at ending | $ 0.28 | $ 0.32 |
Weighted Average Remaining Contractual Life (In Years) | ||
Outstanding at beginning | 4 years 3 months 22 days | 5 years 4 months 13 days |
Vested and exercisable at beginning | 4 years 3 months 22 days | 5 years 4 months 13 days |
Options granted | 7 years 5 months 23 days | 7 years 9 months 7 days |
Outstanding at ending | 4 years 3 months 22 days | |
Vested and Exercisable, ending | 5 years 4 months 28 days | 4 years 3 months 22 days |
Grant Date Fair Value | ||
Outstanding at beginning | $ 1,384,485 | $ 1,808,350 |
Vested and exercisable at beginning | 1,384,485 | 1,808,350 |
Options granted | 524,517 | 109,431 |
Options cancelled/forfeited/expired | 146,162 | 533,296 |
Outstanding at ending | 1,384,485 | |
Vested and exercisable, ending | $ 1,762,840 | $ 1,384,485 |
SHAREHOLDERS' EQUITY (Details 1
SHAREHOLDERS' EQUITY (Details 1) - Warrants [Member] - USD ($) | 12 Months Ended | |
Aug. 31, 2019 | Aug. 31, 2018 | |
Warrants | ||
Outstanding at beginning | 16,849,010 | 16,148,010 |
Vested and exercisable at ending | 16,148,010 | 16,148,010 |
Granted | 832,830 | 701,000 |
Exercised | 223,718 | |
Outstanding at ending | 17,458,122 | 16,849,010 |
Vested and exercisable at ending | 16,148,010 | |
Weighted Average Exercise Price | ||
Outstanding at beginning | $ 0.37 | $ 0.38 |
Vested and exercisable at beginning | 0.37 | 0.38 |
Granted | .20 | 0.20 |
Exercised | 0.35 | |
Outstanding at ending | $ 0.36 | 0.37 |
Vested and Exercisable, ending | $ 0.37 | |
Weighted Average Remaining Contractual Life (In Years) | ||
Outstanding at beginning | 11 months 16 days | 10 months 2 days |
Vested and exercisable at beginning | 11 months 16 days | 10 months 2 days |
Granted | 4 years 10 months 17 days | 3 years 8 months 19 days |
Outstanding at ending | 1 year 1 month 28 days | 11 months 16 days |
Vested and exercisable at ending | 11 months 16 days | |
Grant Date Fair Value | ||
Outstanding at beginning | $ 3,277,579 | $ 3,180,071 |
Vested and exercisable at beginning | 3,277,579 | 3,180,071 |
Granted | 268,621 | 97,508 |
Exercised | 44,868 | |
Outstanding at ending | $ 3,501,332 | 3,277,579 |
Vested and exercisable at ending | $ 3,277,579 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) | 1 Months Ended | 12 Months Ended | |||
Jul. 31, 2019USD ($)$ / shares | Aug. 31, 2019USD ($)shares | Aug. 16, 2019USD ($)shares | Aug. 31, 2018shares | Jul. 31, 2018$ / shares | |
Number of common stock issued | shares | 56,204,994 | 44,941,532 | |||
Option Pricing Model [Member] | Risk Free Interest Rate [Member] | |||||
Measurement input of warrant | 0.01880 | ||||
Option Pricing Model [Member] | Volatility [Member] | |||||
Measurement input of warrant | 0.91 | ||||
Option Pricing Model [Member] | Dividend Yield [Member] | |||||
Measurement input of warrant | 0 | ||||
Option Pricing Model [Member] | Expected Term [Member] | |||||
Warrant expected life | 5 years | ||||
Director [Member] | |||||
Value of notes payable | $ 415,365 | ||||
Number of common stock issued | shares | 2,076,825 | ||||
Warrants [Member] | |||||
Exercise price (in dollars per share) | $ / shares | $ 0.40 | ||||
Warrant term | 5 years | ||||
Warrant fair value | $ 268,621 | $ 269,000 | |||
non-cash interest expense | $ 268,621 | ||||
Warrants [Member] | Director [Member] | |||||
Exercise price (in dollars per share) | $ / shares | $ 0.40 | ||||
Warrant expected life | 5 years | ||||
Warrants [Member] | Director [Member] | Risk Free Interest Rate [Member] | |||||
Measurement input of warrant | 0.01880 | ||||
Warrants [Member] | Director [Member] | Volatility [Member] | |||||
Measurement input of warrant | 0.91 | ||||
Warrants [Member] | Director [Member] | Dividend Yield [Member] | |||||
Measurement input of warrant | 0 |