3. Agreements | 3 Months Ended |
Feb. 28, 2014 |
Notes to Financial Statements | ' |
3. Agreements | ' |
Summary |
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The worldwide silver market 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 Property in 2014 and the Jalisco Properties in 2015. |
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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 properties do 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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Detailed write-ups on the Los Amoles and Jalisco Properties are filed in the Company’s Form 10K for the year ended November 30, 2013 that was filed with the SEC on February 21, 2014. |
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Mining Option Agreement – Los Amoles, Mexico Property |
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On March 15, 2013, the Company closed the Asset Purchase Agreement with Yale Resources Ltd to purchase all of the rights, 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 Company purchased the Los Amoles Property from Yale by issuing 1,000,000 of restricted common shares and paying $200,000 in cash. The Company commenced an underground work program at the Los Amoles Property and completed a geologic report to define the potential vein structure and outcroppings and prepare for a planned drilling program in 2014. |
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The Company expects to spend $123,000 during 2014 to explore the Los Amoles Property. The Los Amoles Property does not have any known reserves and the Company’s proposed activities are exploratory in nature. All costs (other than acquisition costs) related to the Agreement have been recorded as exploration expenses. |
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Mining Option Agreement- Jalisco, Mexico Property |
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On April 15, 2011, the Company entered into a Mining Option Agreement with First Majestic Silver Corp., an existing shareholder and creditor of the Company for the Jalisco Properties. The Jalisco Properties consist of mining claims totaling 5,240 hectares located in Jalisco, Mexico. As of February 21, 2014, the Company has not spent any funds on the properties. The Company is required to spend $3,000,000 by April 15, 2014 to earn 50% interest in the Jalisco Properties and an additional $2,000,000 to earn an additional 20% interest by April 15, 2016 on exploration expenses. An additional 20% interest in and to the Jalisco Properties can be earned by completing a bankable feasibility study no later than the seventh anniversary of the Agreement. The Company expects to amend the Mining Option Agreement with First Majestic and delay our required expenditures. |
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In consideration for the Option, the Company issued an aggregate of 10,000,000 shares of common stock with a fair market value of $0.34 per common share. 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 registering the shares and to maintain the registration statement effective for a period of not less than two years. If a registration statement was not been filed and declared effective within twelve months from the date of the Agreement or if the Company failed to maintain the registration statement effective for a period of two years, it 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. |
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The Jalisco Properties do not have any known reserves and the Company’s proposed activities are exploratory in nature. Any costs related to the Mining Option Agreement will be recorded as exploration expenses. As of February 28, 2014, the Company has not earned its 50% interest and does not control the Jalisco Properties. |
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Mining Option Agreement- Ayones, Mexico Property |
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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 the Company 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. |
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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. |
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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 on February 10, 2013, August 10, 2013 and February 10, 2014 due under the Grupo Agreement. |
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In addition, Finder Plata was 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 spend the $500,000 in exploration expenditures under the Additional Agreement. |
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If the closing of the transactions contemplated in the Grupo Agreement occurs, on or before the third anniversary of execution the parties are required 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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The Ayones 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 Grupo Agreement and return the Property; however, the results of such negotiations and an outcome in the Company’s favor cannot be assured. As of February 28, 2014, the Company has not earned its 100% interest and does not control the Ayones Property. The Company recorded an impairment of $235,000 related to the Ayones Property as of November 30, 2013 and accrued contract termination costs of $618,000 during the three months ended February 28, 2014. |
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Mining Option Agreement- Corazon, Mexico Property |
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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 the termination effective January 4, 2014. The Company recorded an impairment of $210,373 related to the Corazon Property as of November 30, 2013. |