3. Agreements | 12 Months Ended |
Nov. 30, 2013 |
Notes to Financial Statements | ' |
3. Agreements | ' |
Summary |
The worldwide silver market has experienced a strong decline in the prices during 2013. As a result, he Company made the decision in September 2013 to focus on the Los Amoles and Jalisco Properties in 2014. |
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Our President & CEO Juan Miguel Ríos Gutiérrez holds an MBA in P.Eng., Mining and Metallurgical. He has worked for twenty years in management and on projects at Peñoles, the largest mining operation in Mexico. Mr. Juan Miguel Ríos Gutiérrez was the fourth employee at First Majestic Silver Corp. (“First Majestic” or FMSC”) and helped build that company from a junior mining exploration company on the TSXV and NYSE to a major global silver producer. Mr. Gutierrez held the General Manager position at four of the First Majestic mining units in Mexico. |
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Because of limited staff, the Company relies on outside parties, including geologists, surveyors, laboratories, etc. in our business operations. The Company has historical data on mining operations at the properties listed below. Mr. Gutiérrez has visited each property twice a year, with each visit being approximately one week. |
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All properties are accessible by vehicles. There is currently no infrastructure, property and equipment, power, buildings or water on the properties. No equipment or improvements exist on the properties. During the Company’s exploration stage and future exploration work on the mining claims, the Company expects to use contractors and equipment and diamond drill machines that use diesel hydraulic sources and diesel electric generators as a source of power. The Company expects to transport water from nearby communities in tanker trucks. |
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The Company’s understanding is that surface exploration activities which have a very low environmental impact, such as drilling/sampling, and conform to the NOM-120-SEMARNAT-1997 (Norma Oficial Mexicana NOM-120-SEMARNAT, 1997 [1998]) do not require environmental permits. The Company does not have any permits at this time. The Company expects to acquire any permits, if any, are required on the Corazon and Liz projects related to the tailings projects. Should a permit be required, this permit process requires approximately ninety days for NOM 120 and over 180 days for an environmental impact study. |
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This property does not have any known reserves and the Company’s proposed activities are exploratory in nature.The Company expects to finance its plan through investors and First Majestic. |
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Mineral exploration and mining in Mexico are regulated by the Mining Law of 1992, which establishes that all minerals found in Mexican territory are owned by the Mexican nation, and that private parties may exploit such minerals (except oil and nuclear fuel minerals) through mining licenses, or concessions, granted by the federal government of Mexico. Under the terms of the original law, exploration concessions were granted for a period of six years and exploitation concessions for a period of fifty years. There was no provision to extend the term of the exploration concession but exploitation concessions were renewable once for an additional term of fifty years. On April 29, 2005 the Mexican Congress published several amendments to the Mining Law of 1992. According to these amendments, a single concession type - the ‘mining concession’ - that gives the holder both exploration and exploitation rights subject to the payment of relevant taxes, replaced old exploration and exploitation. Old exploration and exploitation concessions were automatically transformed into mining concessions with a single term of 50 years from the date the concession was first registered at the Public Registry of Mines. Accordingly, exploration concessions that were originally issued for a term of 6 years now have a term of 50 years from the date the exploration concession was originally registered. Under the new amendments, the concession holder has all the rights previously granted for an exploitation concession under the old law. Concessions may be granted to (or acquired by, since they are freely transferable) Mexican individuals, local communities with collective ownership of the land known as ‘ejidos’ and companies incorporated pursuant to Mexican law, with no foreign ownership restrictions for such companies. While the Constitution makes it possible for foreign individuals to hold mining concessions, the Mining Law does not allow it. This means that foreigners wishing to engage in mining in Mexico must establish a Mexican corporation for that purpose, or enter into joint ventures with Mexican individuals or corporations. |
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Maintenance obligations which arise from a mining concession, and which must be kept current to avoid its cancellation are the performance of assessment work, the payment of mining taxes and the compliance with environmental laws. The Regulations of the Mining Law establish minimum amount of assessment work that must be performed during the exploration in the case of exploration concessions, or exploration and/or exploitation work, in the case of exploitation concessions. |
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Year (Pesos per hectare) |
1-2 years 5.70 |
3-4 years 8.52 |
5-6 years 17.62 |
7-8 years 35.45 |
9-10 years 70.88 |
After 10 years 124.74 |
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The Company expects to prepare detailed project budgets for the Los Amoles and Jalisco Properties during 2014, subject to the availability to cash. |
Mining Option Agreement – Los Amoles, Mexico Property (unaudited) |
On November 26, 2010, the Company entered into the definitive Option Agreement with Yale Resources Ltd (“Yale Resources”), a company incorporated under the laws of the Province of British Columbia, to acquire a 70% interest in its wholly owned Los Amoles property located 150 kilometers from Villa Hidalgo, Sonora State, Mexico. The Los Amoles Property consists of Los Amoles 2 “Title 236113” and “Los Amoles 3 Fracc. I” Title 238 claims covering a total of 1,630 hectares. Yale Resources subsidiary Minera Alta Vista S.A. de C.V was granted a mining concession for the above properties. The property is accessible by truck. It is our understanding that no government permits or reclamation requirements are expected during 2014. The Company is responsible for all maintenance obligation and other expenses related to the properties. The maintenance obligations are paid on a semiannual basis. Expenditures were $14,594 for 2013. |
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On March 15, 2013, the Company closed the Asset Purchase Agreement (“Purchase Agreement”) with Yale to purchase all of the right, title and interest in and to the Los Amoles 2 and Los Amoles 3 Fracc.1 properties, consisting of 2,166 hectares located in the State of Sonora Mexico (the “Property”). The Company purchased the Property from Yale by issuing 1,000,000 of restricted SURE common shares and paying $200,000 in cash. |
The Company acquired a 100% interest in the Property from Yale and canceled the Option Agreement dated November 26, 2010. Pursuant to the Option Agreement, Sonora would have been required to incur the remaining exploration expenditures and to issue the remaining 200,000 common shares to acquire a 70% undivided beneficial and legal interest in the Property. |
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The geology of the area of is composed mainly of extrusive and intrusive rocks believed to be of Tertiary age. These rocks are then covered by alluvium and conglomerates. In the State of Sonora and nearby Los Amoles there are several operating open pit, bulk tonnage mines in production; one of them is La Caridad open pit copper porphyry complex owned by Southern Copper-Grupo Mexico. To date it is believed that several geological, geochemical and geophysical surveys have been conducted on and around the Property area. |
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The Company has commenced an underground work program using the Yale geologists and completed a partial “geophisic IP” in the area, a geologic report by an independent geologist to define the potential vein structure and outcroppings and prepare for a planned drilling program in 2014. The Company spent a total of $14,594 during 2013 to maintain and explore this property. |
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The sampling work program involved independent geologists collecting samples from outcrops, old dumps and old tailings. The samples were submitted for assaying to Inspectorate, an accredited laboratory. |
The sacks of samples are delivered to the preparation laboratory of Inspectorate. From this point onward, the external laboratory crushes and pulverizes the samples. The pulverized pulp is placed in kraft sample bags and the un-pulverized portions are returned to the original sample bags. Batches of the sample pulps are shipped by couriers to the Inspectorate Richmond, BC Canada laboratories "Pulverize pulp samples rejects" are taken back to the project for storage. The sample rejects are thus available for re-testing when required. In Richmond, BC, the sample pulps are analyzed by inductively coupled plasma for 30 elements. Gold is tested by fire assay and silver is tested by atomic absorption spectrometry. Each method has a lower and upper calibration range for which the results are accurately determined. The laboratories also perform a duplicate analysis on every twelfth sample, insuring that there is at least one duplicate run with every batch. |
The Company commenced an underground work program at the Los Amoles property in 2012 and completed a geologic report to define the potential vein structure and outcroppings. |
The Company expects to spend $123,000 during 2014 to explore the properties. |
This property does not have any known reserves and the Company’s proposed activities are exploratory in nature. All costs related to the Agreement have been recorded as exploration expenses. |
Mining Option Agreement- Jalisco, Mexico Property |
On April 15, 2011, the Company entered into an Mining Option Agreement with First Majestic Silver Corp. (NYSE:AG and TSX:FR, “First Majestic”) and Minera El Pilon S.A. de C.V., a subsidiary of First Majestic, whereby the Company has been granted an option (the “Option”) to acquire up to a 90% interest in the following certain mineral properties wholly owned by First Majestic located in the state of Jalisco, Mexico (the “Property”). |
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The property is accessible by truck. It is our understanding that no government permits or reclamation requirements are expected during 2013. First Majestic has paid for all maintenance obligation and other expenses related to the properties. The maintenance obligations are paid on a semiannual basis. |
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The geology of the area of the Property lies at the southern part of the Sierra Madre Occidental province, which is the largest physiographic province in México. This belt of rocks is 200 to 300 km wide, and extends for 1,200 km in a southeast direction parallel to the Gulf of California from the US and Mexican frontier into central México. It forms a dissected plateau with maximum elevation in excess of 3,000 m. Lithological units within this area comprise a lower volcanic sequence approximately 1 km thick of andesitic composition and of late Cretaceous to mid Tertiary age overlying folded Mesozoic or late Paleozoic strata. Local geology consists predominately of Tertiary age felsic tuff and related rocks. Elsewhere in the immediate district there are localized but significant areas of volcanic breccia, basalt and andesite also of Tertiary age. The ore deposits are considered as epitermal type with characteristics of low to intermediate sulphidation (Au-Ag+Pb-Zn-Cu). The mineralized structures occur as veins, stockworks and some disseminated bodies with ore-shoot along their outcrops To date it is believed that several geological, geochemical and geophysical surveys have been conducted on and around the property area. |
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In consideration for the Option, the Company agreed to: |
(a) | issue an aggregate of 10,000,000 shares of common stock with a fair market value of $0.34 per common share to First Majestic upon execution of the agreement (issued); |
(b) | incur an aggregate of $3,000,000 over the first three years to earn a 50% interest in the Property (the “First Option”); |
(c) | upon the exercise of the First Option, the Company will have the sole and exclusive option (the “Second Option”) to acquire an additional 20% interest in and to the Property by incurring an additional $2,000,000 no later than the fifth anniversary of the Agreement; and |
(d) | upon the exercise of the Second Option, the Company will have the sole and exclusive option to acquire an additional 20% interest in and to the Property by completing a bankable feasibility study no later than the seventh anniversary of the Agreement. |
First Majestic will retain a 10% free carried interest and a 2.375% net smelter return. |
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The Company agreed to file a registration statement with the Securities and Exchange Commission qualifying the shares and to maintain the registration statement effective for a period of not less than two years. If a registration statement has not been filed and declared effective within twelve months from the date of the Agreement or if the Company fails to maintain the registration statement effective for a period of two years, it has agreed to issue an additional 2,000,000 shares to First Majestic. On April 30, 2012, the Company issued 2,000,000 shares of restricted common stock to First Majestic which were valued at $0.20 per share or $400,000. A notice filing under Regulation D was filed with the SEC on June 7, 2012 with regard to these stock issuances. |
Upon the fulfillment of the above conditions, the Company would own an undivided 50% to 90% interest in the Jalisco Property as tenants in common, with a 50% to 10% participating interest to be retained by First Majestic. |
As of November 30, 2013, the Company has not spent any funds on the properties. The Company is required to spend $3,000,000 by April 15, 2014 and an additional $2,000,000 by April 15, 2016 to explore the properties. The Company expects to amend the Mining Option Agreement with the Jalisco Group of Properties. |
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This property does not have any known reserves and the Company’s proposed activities are exploratory in nature. Any costs related to the Agreement will be recorded as exploration expenses. As of November 30, 2013, the Company has not earned its 50% interest and does not control the property. |
Mining Option Agreement- Ayones, Mexico Property (unaudited) |
On August 10, 2011, the Company entered into a Mining Option Agreement (“Grupo Agreement”) with IMMSA Grupo México. Under the terms of the Grupo Agreement, they granted us an option to acquire a 100% interest in certain mining properties representing the Ayones property located 15 kilometers from the municipality of Etzatlan, Jalisco State, Mexico. The Ayones Property consists of “Ayones” Title. 195743, surface 19.0932 hectares and “Ayones 4” Title. 184155 surface 28.7280 hectares. The property is accessible by truck. It is our understanding that no government permits or reclamation requirements are expected during 2013. The Company is responsible for all maintenance obligation and other expenses related to the properties. The maintenance obligations are paid on a semiannual basis. |
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The geology of the area of the property lies at the southern part of the Sierra Madre Occidental province, which is the largest physiographic province in México. This belt of rocks is 200 to 300 km wide, and extends for 1,200 km in a southeast direction parallel to the Gulf of California from the US and Mexican frontier into central México. It forms a dissected plateau with maximum elevation in excess of 3,000 m. Lithological units within this area comprise a lower volcanic sequence approximately 1 km thick of andesitic composition and of late Cretaceous to mid Tertiary age overlying folded Mesozoic or late Paleozoic strata. Local geology consists predominately of Tertiary age felsic tuff and related rocks. Elsewhere in the immediate district there are localized but significant areas of volcanic breccia, basalt and andesite also of Tertiary age. The ore deposits are considered as epitermal type with characteristics of low to intermediate sulphidation (Au-Ag+Pb-Zn-Cu). The mineralized structures occur as veins, stockworks and some disseminated bodies with ore-shoot along their outcrops. To date that several geological, mapping and sampling of old workings and old ore shoots, diamond drill hole campaign and surveying have been conducted on and around the Property area by Grupo Mexico in 1987-1988. Historic production on this property by the Amparo Mining company in the Mazata Mine yielded over 700,000 tons with grade over 3-5 g/ton gold and 500 g/t silver in ephitermal veins. The Mazata mine mineralization has been characterized as deep epithermal or mesothermal and could have significant extent down dip and along strike. Furthermore, there is potential to develop a number of continuous high-grade veins forming a highly attractive mining silver and gold target. |
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Under the terms of the Grupo Agreement between Sonora’s wholly owned Mexican subsidiary Finder Plata and Grupo Mexico subsidiary, Industrial Minera Mexico, S.A. de C.V. (“Grupo Mexico”), Finder Plata has the right to purchase 100% of two mining concessions on 48 hectares, the old La Mazata Mine, the data of past diamond drill programs, studies and maps as well as the assets located within the mine areas in exchange for payments over three years. The Grupo Agreement requires a Net Smelter Royalty (“NSR”) payment of 2.0% by Finder Plata with Finder Plata having a first option to purchase the NSR for $ 1 million. |
Under the terms of the Grupo Agreement, Finder Plata is required to pay the following cash payments totaling $1 million to exercise the option: |
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(a) | A payment of US $100,000 with the execution of the Grupo Agreement (paid); |
(b) | A payment of US $100,000 within six months of execution of the Grupo Agreement (paid); |
(c) | A payment of US $100,000 within twelve months of execution of the Grupo Agreement (paid); |
(d) | A payment of US $175,000 within eighteen months of execution of the Grupo Agreement; |
(e) | A payment of US $175,000 within twenty-four months of execution of the Grupo Agreement; |
(f) | A payment of US $175,000 within thirty months of execution of the Grupo Agreement; and, |
(g) | A payment of US $175,000 within thirty-six months of execution of the Grupo Agreement. |
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The Company did not pay the $175,000 due February 10, 2013 and August 10, 2013 payment of $175,000 to IMMSA Grupo México under the August 10, 2011 Mining Option Agreement. |
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In addition, Finder Plata is required to spend a total of $1 million in exploration expenditures on the Ayones property as follows: |
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$200,000 within twelve months of execution of the Grupo Agreement ($12,818 was spent); an additional $300,000 on or before the second anniversary of execution of the Grupo Agreement ($1,612 as spent); and an additional $500,000 on or before the third anniversary of execution of the Grupo Agreement. |
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On August 2, 2012, the parties signed an Additional Agreement extending the remaining $187,182 of the $200,000 of exploration expenditures due within twelve months of execution of the Grupo Agreement to the second anniversary of the execution of the Grupo Agreement. The Company did not spent the $500,000 in exploration expenditures under the Agreement. |
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Closing of the transactions contemplated in the Grupo Agreement on or before the third anniversary of execution requires the parties to enter into a Definitive Agreement. The Definitive Agreement would require Finder Plata to begin commercial production thirty months after the execution of the Definitive Agreement. If commercial production is not started in the thirty month period, Finder Plata is required to pay 15% NSR over the future capacity of the mine as established in a feasibility study completed by Finder Plata. |
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This property does not have any known reserves. All costs related to the Agreement have been recorded as exploration expenses. The Company intends to terminate the 2011 Mining Option Agreement with IMMSA Grupo México and return the properties; however, the results of such negotiations and an outcome in the Company’s favor cannot be assured. As of November 30, 2013, the Company has not earned its 100% interest and does not control the property. The Company recorded an impairment of $235,000 related to this property as of November 30, 2013. |
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Mining Option Agreement- Corazon, Mexico Property |
On September 5, 2011, the Company entered into Mining Option Agreements (“Corazon Agreements”) with eight Mexican citizens. Under the terms of the Corazon Agreements, the Company was granted an option to acquire a 100% interest in certain mining properties of the Corazon group of claims located in the municipality of Etzatlan, Jalisco State, Mexico. |
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Under the terms of the agreement between Sonora's wholly owned Mexican subsidiary Finder Plata S.A. de C.V. (“Finder Plata”) and the eight Mexican Citizen owners (“Corazon Owner’s”), Finder Plata has the right to purchase 100.0% for five mining concessions on 721 hectares surrounding the old La Mazata Mine and Ayones claims and prospect recently acquired by Finder Plata in the Mexican state of Jalisco on August 10, 2011. The Company terminated the Corazon Agreements on November 25, 2013, with execution dated January 4, 2014. The Company recorded an impairment of $210,373 related to this property as of November 30, 2013. |
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Joint Venture and Benefits Agreement- Liz, Mexico Property |
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On May 17, 2012, Finder Plata entered into a Joint Venture and Benefits Agreement (“Liz Agreement”) with Mr. Ramiro Romero Aguirre, a Mexican citizen. Under the terms of the Liz Agreement, Finder Plata was granted the rights to acquire, process on sight and sale the mineral products obtained from the old dumps located on which are expected to contain silver and gold contents in Liz mining claim title 216028 and on surface of land owned by Mr. Romero. The Liz project located in the municipality of Ayutla, Jalisco State, Mexico. The mining properties are next to the Jalisco Properties and contain silver and gold tailings. The Liz Agreement expired on December 15, 2013. |