Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | May. 16, 2016 | |
Document And Entity Information | ||
Entity Registrant Name | Star Mountain Resources, Inc. | |
Entity Central Index Key | 1,477,168 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 38,301,229 | |
Trading Symbol | SMRS | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,016 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 279 | $ 1,201 |
Prepaid and other | 396 | 333 |
Parts and supplies inventory | 500 | 500 |
Total current assets | 1,175 | 2,034 |
Land | 1,876 | 1,876 |
Property & equipment, net | 24,177 | 24,552 |
Mineral reserves | 3,165 | 3,165 |
Mineral rights | 3,684 | 3,684 |
Restricted cash - reclamation deposits | 1,688 | 1,688 |
TOTAL ASSETS | 35,765 | 36,999 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 707 | 404 |
Accounts payable - related party | 36 | 19 |
Notes payable | 1,432 | 1,380 |
Notes payable - related parties | 875 | 875 |
Discount on notes payable - related parties | (74) | (105) |
Purchase price obligation - Balmat acquisition | 500 | 500 |
Stipulated agreement liability - related party | 79 | 79 |
Total current liabilities | 3,555 | 3,152 |
Asset retirement obligation | 17,906 | 17,906 |
Purchase price obligation - Balmat acquisition | 12,861 | 11,931 |
Total long term liabilities | 30,767 | 29,837 |
Total Liabilities | 34,322 | 32,989 |
STOCKHOLDERS' EQUITY | ||
Preferred stock, 50,000,000 authorized, $0.001 par value, consisting of Series B preferred stock, 100,000 shares authorized, 5,000 and 5,000 shares issued and outstanding, respectively, and Series C preferred stock, 5,000,000 shares authorized, 3,130,000 and 3,130,000 shares issued and outstanding, respectively | 3 | 3 |
Common stock, authorized 350,000,000 shares, $0.001 par value, 38,301,229 and 37,951,229 issued and outstanding, respectively | 38 | 38 |
Common stock subscribed | 27 | 27 |
Additional paid in capital | 18,684 | 18,476 |
Accumulated deficit | (17,309) | (14,534) |
Total Stockholdes' Equity | 1,443 | 4,010 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 35,765 | $ 36,999 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2016 | Dec. 31, 2015 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 350,000,000 | 350,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares issued | 38,301,229 | 37,951,229 |
Common stock, shares outstanding | 38,301,229 | 37,951,229 |
Series B Preferred Stock [Member] | ||
Preferred stock, shares authorized | 100,000 | 100,000 |
Preferred stock, shares issued | 5,000 | 5,000 |
Preferred stock, shares outstanding | 5,000 | 5,000 |
Series C Preferred Stock [Member] | ||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 3,130,000 | 3,130,000 |
Preferred stock, shares outstanding | 3,130,000 | 3,130,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
OPERATING EXPENSES | ||
Compensation | $ 120 | $ 130 |
Exploration and development costs | 49 | $ 67 |
Mine maintenance costs | 541 | |
Depreciation and amortization | 382 | $ 2 |
Accretion expense | 206 | |
General and administrative | 676 | $ 233 |
Total Operating Expenses | 1,974 | 432 |
Loss from Operations | (1,974) | $ (432) |
OTHER INCOME (EXPENSES) | ||
Interest income | 2 | |
Interest expense | (78) | $ (9) |
Unrealized loss | (725) | |
Total Other Income (Expense) | (801) | $ (9) |
NET LOSS | $ (2,775) | $ (441) |
Basic and Diluted Loss Per Share | $ (0.07) | $ (0.03) |
Weighted Average Number of Common Shares Outstanding | 38,180,673 | 17,419,507 |
Condensed Consolidated Stateme5
Condensed Consolidated Statement of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash flows from operating activies | ||
Net loss | $ (2,775) | $ (441) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 382 | 2 |
Shares and warrants issued for services | $ 79 | 60 |
Stock options | 85 | |
Contributed capital | $ 1 | $ 122 |
Accretion expense | 206 | |
Unrealized gain - change in estimate of asset retirement obligation | (206) | |
Unrealized loss - purchase price obligation - Balmat acquisition | 725 | |
Amortization of debt discount | 32 | |
Changes in operating assets and liabilities | ||
Prepaid expense | 67 | $ 7 |
Accounts payable and accrued expenses | 250 | 76 |
Accounts payable - related party | (5) | 6 |
Accrued interest | 21 | $ 4 |
Accrued interest - related party | 22 | |
Accrued compensation | 30 | $ 10 |
Net cash used in operating activities | (966) | $ (69) |
Cash flows from investing activities | ||
Purchase of equipment | (7) | |
Net cash used in investing activities | (7) | |
Cash flows from financing activities | ||
Proceeds from issuance of notes payable | 490 | |
Payments on notes payable | $ (439) | |
Proceeds from issuance of common stock | $ 21 | |
Common stock subscribed | 25 | |
Proceeds from loan payable - related party | 13 | |
Net cash provided by financing activities | $ 51 | 59 |
Net decrease in cash | (922) | (10) |
Cash, beginning of period | 1,201 | 46 |
Cash, end of period | $ 279 | $ 36 |
Supplemental Information: | ||
Taxes | ||
Interest Expense | ||
Non-cash investing and financing activities | ||
Stock issued for future services | $ 209 |
Organization and Nature of Busi
Organization and Nature of Business | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Business | NOTE 1 ORGANIZATION AND NATURE OF BUSINESS Star Mountain Resources, Inc. and subsidiaries (the Company, we, us, our) is a minerals exploration company focused on acquiring and consolidating mining claims, mineral leases, producing mines, and historic mines with production and future growth potential identified through our exploration efforts. Currently, our operations are focused on re-commencing mining activities at the Balmat Zinc Mine in the Balmat mining district in St. Lawrence County, New York and evaluating the feasibility of further exploration of minerals at the Star Mountain Mining District, Beaver County, Utah. The Company was incorporated on September 2, 2009 in Nevada initially as MyOtherCountryClub.com for the purpose of developing a website that would offer reciprocal golf privileges, and other related services, to members of private country clubs throughout the United States. We subsequently changed our name to the Jameson Stanford Resources Corporation in April 2012, and on October 29, 2012, Jameson Stanford Resources Corporation merged with Bolcán Mining Corporation (the Merger). Prior to the Merger, the Company was a publicly traded shell company with no business operations. Effective December 15, 2014, the name of the Company was changed to Star Mountain Resources, Inc. to better reflect its primary focus to explore and conduct pre-extraction activities for mineral rights it holds in the Star Mining District. In addition, the Company increased its authorized capital stock from 350,000,000 shares to 400,000,000 shares, of which 350,000,000 shares are common stock and 50,000,000 shares are preferred stock. On November 2, 2015, the Company acquired a 100% interest in Northern Zinc, LLC, a Nevada limited liability company (Northern Zinc), pursuant to an October 13, 2015 purchase agreement the Company entered into with Northern Zinc and its sole member, Aviano Financial Group, LLC, a Delaware limited liability company (Aviano) (the Northern Zinc Purchase Agreement). Northern Zinc and Aviano are unrelated third parties. Concurrent with the Companys purchase of Northern Zinc, Northern Zinc acquired (a) 100% of the issued and outstanding common stock of Balmat Holding Corporation (Balmat) and its wholly owned subsidiary, St. Lawrence Zinc Company, LLC, (SLZ) the owner of the mining property known as the Balmat Zinc Mine and (b) certain mining and processing equipment pursuant to an October 13, 2015 purchase agreement the Company entered into with Northern Zinc, HudBay Minerals Inc. (Hudbay), Balmat and SLZ (the Balmat Purchase Agreement). Balmat, SLZ and Hudbay were unrelated third parties. The Balmat Mine is located in upstate New York. See Note 3 for further details. |
Going Concern
Going Concern | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | NOTE 2 GOING CONCERN The unaudited condensed consolidated financial statements have been prepared on a going concern basis, which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses the past two years and had total current assets of $1,175 and total current liabilities of $3,555, resulting in a negative working capital balance of $2,380 as of March 31, 2016. Further losses are anticipated in the development of its business. In view of these matters, there is substantial doubt about the Companys ability to continue as a going concern. The Companys ability to continue as a going concern is dependent upon obtaining the necessary financing to meet its obligations and pay its liabilities arising from normal business operations. Management plans to finance the Companys operating costs over the next twelve months with loans from significant shareholders and directors, debt financing, and/or the issuance of the Companys securities. There can be no assurance that we will be able to raise the necessary financing on acceptable terms or at all. If management is unsuccessful in these efforts, discontinuance of operations is possible. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Balmat Acquisition
Balmat Acquisition | 3 Months Ended |
Mar. 31, 2016 | |
Business Combinations [Abstract] | |
Balmat Acquisition | NOTE 3 BALMAT ACQUISITION On November 2, 2015, the Company completed the acquisition of Northern Zinc. Concurrent with the Companys acquisition of Northern Zinc, Northern Zinc acquired Balmat and its wholly owned subsidiary, SLZ (together referred to as the Balmat Acquisition). Each of the agreements is outlined further below. Northern Zinc Purchase Agreement Pursuant to the terms of the Northern Zinc Purchase Agreement, we issued 10,000,000 shares of our unregistered common stock to Aviano and assumed $1,390 in debts of Aviano in exchange for 100% of Northern Zincs membership interests previously owned by Aviano. We also entered into a corporate development consulting agreement with David Linsley, a principal of Northern Zinc; appointed Wayne Rich as our Chief Financial Officer; agreed to appoint two members to our board of directors designated by Aviano; and offered advisory board positions for a period of at least three years to three other individuals associated with Aviano. Balmat Purchase Agreement Upon closing, we acquired 100% of the issued and outstanding common stock of Balmat from Hudbay for a cash purchase price ranging from $8,500 to $17,000 (the Balmat Cash Amount) and issued Hudbay 550,000 shares of our unregistered common stock. Subsequent to closing, and in accordance with the purchase agreement, we must issue Hudbay an additional 78,857 shares of our unregistered common stock. The Balmat Cash Amount is able to be satisfied in any of the following ways: Option 1 ● $500 upon completion of the first shipment of ore concentrate from the Balmat Mine; ● $5,000 on the 12-month anniversary of the first shipment of ore concentrate from the Balmat Mine; and ● $2,500 on each of the following dates from the first shipment of ore concentrate from the Balmat Mine: 18 th th th th Option 2 Under Option 2, Northern Zinc would also have immediately assumed all environmental liabilities in respect of the Balmat Mine and all liabilities relating to or arising from any claims by existing or former employees relating to employment, termination, on-the-job injuries or death, unsafe working conditions or exposure to potentially harmful substances and waive its right to indemnification by Hudbay in respect of certain damages identified in the purchase agreement with Hudbay. Option 3 ● $400 upon completion of the first shipment of ore concentrate from the Balmat Mine; and ● $4,700 on each of the following dates from the first shipment of ore concentrate from the Balmat Mine: 12 th th th Notwithstanding the above Balmat Cash Amount options, if any portion of the purchase price has not been paid under Options 1 or 3 within 48 months of the closing date (or 54 months of the closing date if we have not elected one of the options) then the entire unpaid balance shall be immediately due and payable no later than the end of the 48 th th Fair Value Determination and Allocation of Consideration The purchase price allocation presented below is preliminary and includes the use of estimates. This preliminary allocation is based on information that was available to management at the time these unaudited condensed consolidated financial statements were prepared. We believe the estimates used are reasonable and the significant effects of the transaction are properly reflected. However, the estimates are subject to change as additional information becomes available and is assessed by the Company. These amounts will be finalized as soon as possible, but no later than one year from the acquisition date. Upon the completion of this acquisition, the Company acquired the following assets and assumed the following liabilities: Assets received: Cash $ 72 Prepaid expense 163 Spare parts inventory 500 Land 1,855 Buildings 850 Machinery and equipment 23,903 Mineral reserves 3,165 Mineral rights 3,660 Restricted cash surety bond 1,664 Total assets received $ 35,832 Liabilities assumed: Loans payable 1,390 Asset retirement obligation 17,906 Liabilities 28 Total liabilities assumed $ 19,324 Total consideration paid $ 16,508 The consideration paid was comprised of $1,000 in cash, $12,431 in a deferred payment liability, and 10,628,857 shares of the Companys stock (which includes 78,857 shares issuable to Hudbay as part of the acquisition purchase price as of March 31, 2016) valued at $3,078. The acquisition has generated no revenues for us since the November 2, 2015 acquisition date. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 4 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Accounting and Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted principles for interim financial statements. Accordingly, these unaudited condensed consolidated financial statements do not include certain information and note disclosures that are normally included in annual financial statements prepared in conformity with U.S. GAAP. Therefore, the unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Companys Annual Report on Form 10-K for the year ended December 31, 2015. In the opinion of management, all adjustments which are necessary for a fair presentation of the financial information for the interim periods reported have been made. All such adjustments are of a normal, recurring nature. The interim results of operations for the three months ended March 31, 2016 are not necessarily indicative of the results that can be expected for the entire year ending December 31, 2016. Recent Accounting Pronouncements In August 2014, FASB issued Accounting Standards Update (ASU) No. 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entitys Ability to Continue as a Going Concern (ASU 2014-15). ASU 2014-15 is intended to define managements responsibility to evaluate whether there is substantial doubt about an organizations ability to continue as a going concern and to provide related footnote disclosures. The amendments in this ASU are effective for reporting periods beginning after December 15, 2016, with early adoption permitted. We are currently assessing the impact the adoption of ASU 2014-15 will have on our financial statements and related disclosures. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | NOTE 5 FAIR VALUE OF FINANCIAL INSTRUMENTS Our financial instruments may at times consist of cash and cash equivalents, accounts receivable, restricted cash, accounts payable and accrued liabilities, notes payable and asset retirement obligations. U.S. GAAP defines fair value as the price that would be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price) and establishes a fair-value hierarchy that prioritizes the inputs used to measure fair value using the following definitions (from highest to lowest priority): ● Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. ● Level 2 Observable inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data by correlation or other means. ● Level 3 Prices or valuation techniques requiring inputs that are both significant to the fair-value measurement and unobservable. The Company continually monitors its cash positions with, and the credit quality of, the financial institutions with which it invests. The Company maintains balances in various U.S. financial institutions in excess of U.S. federally insured limits. The Companys balances of cash and cash equivalents, accounts payable and accrued liabilities, and notes payable approximate fair value. The following table presents information about financial instruments recognized at fair value on a recurring basis as of March 31, 2016 and December 31, 2015, and indicates the fair value hierarchy: March 31, 2016 December 31, 2015 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets Reclamation deposits - $ 1,688 - 1,688 - $ 1,688 - 1,688 Total financial assets $ - $ 1,688 $ - $ 1,688 $ - $ 1,688 $ - $ 1,688 Liabilities Purchase price obligation Balmat Acquisition - - 13,361 13,361 - - 12,431 12,431 Asset retirement obligation - - 17,906 17,906 - - 17,906 17,906 Total financial assets and liabilities $ - $ 1,688 $ 31,267 $ 32,955 $ - $ 1,688 $ 30,337 $ 32,025 The fair value of the Companys purchase price obligation was estimated using a probability-weighted discounted cash flow model in order to arrive at a fair value of the liability. A discounted cash flow model was used to calculate the net present value of the remaining payment options (Option 1 and Option 3) to satisfy the outstanding purchase price obligation. See Note 3 Balmat Acquisition for a detailed description of each payment option able to satisfy the remaining obligation. An estimated probability weighting was then assigned to each options estimated net present value to arrive at the overall estimated fair value. Significant unobservable inputs include managements estimated timing of activities (including option election dates and timing of first concentrate shipments) associated with payments due under the agreement as well as the 5.6% discount rate applied within the model. Acceleration of timing of elections or shipments of first concentrates would accelerate payments due, therefore increasing the net present value of a given payment option. An upward/downward adjustment to the discount rate would result in an inverse effect on the overall fair value, all else being equal. The fair value of the Companys asset retirement obligation was estimated using a discounted cash flow model to estimate the fair value of the liability. Significant unobservable inputs include managements cost estimates and the estimated timing of those costs, the annual inflation rate applied to cost estimates and the discount rate used to discount the inflated cost estimates. The undiscounted costs of reclamation were estimated at $19,126 and are expected to be incurred over the next 28 years. A 3.6% annual inflation rate and 4.6% discount rate were applied. Any upward/downward adjustments to the estimated costs or inflation rate would result in a corresponding adjustment to the fair value estimate, all else being equal. An upward/downward adjustment to the discount rate would result in an inverse effect on the overall fair value, all else being equal. |
Prepaid Expenses and Other
Prepaid Expenses and Other | 3 Months Ended |
Mar. 31, 2016 | |
Prepaid Expenses And Other | |
Prepaid Expenses and Other | NOTE 6 PREPAID EXPENSES AND OTHER As of March 31, 2016 and December 31, 2015, the Company had prepaid expenses totaling $396 and $333, respectively. These balances include prepayments associated with property taxes, insurance premiums and consulting contracts. All amounts are being amortized over the time period associated with the prepaid expense. |
Property, Plant and Equipment
Property, Plant and Equipment | 3 Months Ended |
Mar. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | NOTE 7 PROPERTY, PLANT and EQUIPMENT As of March 31, 2016 and December 31, 2015, property, plant and equipment consisted of the following: March 31, 2016 December 31, 2015 Accumulated Net Book Accumulated Net Book Cost Depreciation Value Cost Depreciation Value Buildings $ 892 $ 35 $ 857 $ 892 $ 16 $ 876 Machinery & Equipment 18,913 569 18,344 18,911 231 18,680 Mobile Equipment 4,984 41 4,943 4,984 16 4,968 Office Furniture & Equipment 38 5 33 33 5 28 $ 24,827 $ 650 $ 24,177 $ 24,820 $ 268 $ 24,552 Depreciation expense for the three months ended March 31, 2016 and 2015 was $382 and $2, respectively. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 8 RELATED PARTY TRANSACTIONS During the three months ended March 31, 2016, there were no related party transactions other than recognition of accrued interest on notes payable outstanding with related parties. As of March 31, 2016, the Company owed the Companys CEO and Executive Chairman and a Company Director $286 and $625, respectively, inclusive of interest, for outstanding notes issued on November 10, 2015. See Note 9 for further details. During the three months ended March 31, 2015, related party transactions consisting of contributed services from our directors, CEO and Interim CFO were valued, in aggregate, at $122. This was recorded in the Statement of Operations and Additional Paid in Capital on the Balance Sheet. Additionally, on March 1, 2015, Mark Osterberg, the Companys President and COO, was issued 50,000 shares of the Companys common stock and 250,000 stock options as a one-time signing bonus as part of his employment agreement. The value of the common stock shares was estimated at $1.20 per share. The details of the options are outlined in Note 11. As of March 31, 2015, the Company owed the Companys CEO and Executive Chairman, a total of $267 for amounts advanced to the Company. For the three months ended March 31, 2015, the Company recorded $8 in interest expense related to this loan. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt | NOTE 9 DEBT Stipulated Agreement Liability Related Party The Company entered into an agreement with Michael Christiansen (Christiansen), a former officer of the Company on August 13, 2013 (the Stipulated Agreement) to pay Christiansen $123 (the Amount Due) relating to a promissory note, accrued compensation and out-of-pocket expenses incurred on behalf of the Company. The Amount Due was agreed to be paid as follows: $11 on or before August 15, 2013; $11 on or before September 15, 2013; $11 on or before October 15, 2013; and the balance in installments of $15 beginning on the earlier of (a) the first day of the month following the date on which the Company receives at least three million dollars of equity funding, or (b) December 31, 2014. The payment of this stipulated agreement is in default. Subject to completion of the payments due under the agreement, the parties agreed to release certain claims against each other related to or arising in connection with the matters that gave rise to our agreement to pay the Amount Due. At March 31, 2016 and December 31, 2015, the remaining liability of $79 is recorded as Stipulated Agreement Liability in the accompanying unaudited condensed consolidated financial statements. Notes Payable On November 2, 2015, the Company issued an $850 promissory note bearing interest at 8% per annum as part of the Balmat Acquisition (see Note 3), of which $750 was payable within ten days of issuance with the remaining $100 to be paid no later than November 2, 2016, or such earlier date as the Company has completed a transaction resulting in cash proceeds of at least $6,000. As of March 31, 2016, the Company had paid $250 of this promissory note and had recorded $24 of accrued interest associated with this note ($13 during the three months ended March 31, 2016). There were no issuance costs incurred related to this note. On November 2, 2015, the Company issued a $540 promissory note bearing interest at 8% per annum for payment of legal fees relating to the Balmat Acquisition. The Company is obligated to pay $50 per month for ten consecutive months with a final payment of $40 plus accrued interest due on the 15th day of the eleventh month. As of March 31, 2016, the Company had paid $250 of this loan and had recorded $14 of accrued interest associated with this note ($8 during the three months ended March 31, 2016). There were no issuance costs incurred related to this note. On March 15, 2016, the Company issued a $500 promissory note bearing interest at 2.3% per annum to the Development Authority of the North Country, a New York public benefit trust (DANC). The maturity date of the note is April 1, 2017, and the Company is obligated to pay interest-only payments on a monthly basis beginning April 1, 2016. Pursuant to the terms of the note, SLZ granted a security interest in certain of its machinery and equipment as well as mining rights to DANC. In addition, unconditional guarantees were provided by Balmat, Northern Zinc and Star Mountain. Net proceeds received after fees were $490. Notes Payable Related Party On November 10, 2015, the Company sold a total of 87.5 units to the Companys CEO and Executive Chairman and a Company Director in a private offering. Each unit consisted of: (i) one convertible note in the principal amount of $10 per unit that bears simple interest at the rate of 10% per annum and is payable by the Company on a lump sum basis with respect to principal and interest on or before October 31, 2016, unless earlier repaid at the sole option of the Company or converted into common stock at a conversion price of $1.00 per share; (ii) 5,000 shares of the Companys common stock; and (iii) a warrant to purchase 5,000 shares of the Companys common stock at $2.00 per share for a period of three years from the date of issuance. The aggregate total of all notes issued in connection with this offering was $875. In addition, the Company issued a total of 437,500 common shares and warrants to purchase a total of 437,500 common shares. As equity treatment was determined appropriate for the common stock and warrants issued with these convertible notes, the proceeds were allocated based on relative fair values. The fair value of the common stock issuance of 437,500 shares was estimated at $127, or $0.29 per share as estimated by independent valuation experts as part of the purchase price valuation performed for the Balmat Acquisition. The fair value of the warrants was estimated at $21 using a Black-Scholes model with inputs including a market price of the Companys common shares of $0.29 per share, an exercise price of $2.00, a three-year term, volatility of 70%, a risk-free rate of 0.75% and no assumed dividends. Based on the relative fair values, initial note principal and note discount of $875 and $126, respectively, were recorded. During the three months ended March 31, 2016, the Company recorded $32 in accretion of the note discount and $22 of accrued interest associated with these related party notes. The effective interest rate of the notes is 24.5%. Purchase Price Obligation Balmat Acquisition As is described in detail in Note 3, the Company has the right to satisfy the remaining amount owed to Hudbay related to the Balmat Acquisition in one of two remaining ways (the purchase price obligation) where: ● the estimated fair value of this purchase price obligation of $13,361 was determined using a discounted cash flow model, with future cash flows estimated based upon probability-weighted scenarios of payments under the remaining two repayment options; ● the current portion of this purchase price obligation of $500 reflects the Companys plan to resume production at the Balmat Mine within the next 12-months; and ● because of the repayment options available to the Company and the fact that the Company has not yet selected one of these repayment options, we are not able to say with certainty when the long-term portions of this purchase price obligation will be paid. Notwithstanding the above, if any portion of the purchase price obligation has not been paid within 48 months of the closing date (or 54 months of the closing date if we have not elected one of the options) then the entire unpaid balance is immediately due and payable to Hudbay no later than November 2, 2019 or May 2, 2020, respectively. |
Asset Retirement Obligation
Asset Retirement Obligation | 3 Months Ended |
Mar. 31, 2016 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Asset Retirement Obligation | NOTE 10 ASSET RETIREMENT OBLIGATION Changes in our asset retirement obligation are summarized in the following table: Balance, December 31, 2015 $ 17,906 Accretion expense 206 Releases - Revisions to cost estimates (206) Balance, March 31, 2016 $ 17,906 The Company recognized $206 in accretion expense during the three months ended March 31, 2016. An adjustment to the estimated timing of future cash outflows associated with the Companys planned reclamation activities resulted in a $206 downward adjustment to the estimated fair value of the Companys liability as of March 31, 2016. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 11 COMMITMENTS AND CONTINGENCIES Royalty Payments On a portion of the Balmat Mines mineral leases, the Company is subject to royalty payments of up to 4% of the net smelter return on ores mined from these properties. Potential Environmental Contingency Our exploration and development activities are subject to various federal and state laws and regulations governing the protection of the environment. These laws and regulations are continually changing and generally becoming more restrictive. The Company conducts its operations so as to protect public health and the environment and believes its operations are materially in compliance with all applicable laws and regulations. We have made, and expect to make in the future, expenditures to comply with such laws and regulations. Legal Matters In connection with our litigation involving Michael Stanford in which the Fifth District Court of Beaver County (Civil Case No. 140500023) awarded us a judgment against Mr. Stanford as previously disclosed, the court issued a further order on February 2, 2015 authorizing us to cancel 910,000 shares of our common stock previously issued to Mr. Stanford. This cancellation of shares was in addition the 25,000,000 shares that Mr. Stanford returned to the Company and were cancelled by us on September 22, 2014. The 910,000 shares were cancelled on February 2, 2015. We are evaluating what future legal proceedings we may pursue in order to collect money damages of approximately $23,495 awarded to us pursuant to the judgment. Our ability to collect any further amounts on the judgment is, however, inherently unpredictable and is subject to significant uncertainties and, therefore, determining the likelihood of a recovery and/or the measurement of any recovery is complex. Consequently, we are unable to estimate the range of reasonably possible further recovery and no amounts related to this award have been included in our financial statements. Our assessment is based on estimates and assumptions deemed reasonable by management, but the assessment process relies heavily on estimates and assumptions that may prove to be incomplete or inaccurate, and unanticipated events and circumstances may occur that might cause us to change those estimates and assumptions. Other than as set forth above, we are not presently a party to any material litigation nor to the knowledge of management is any litigation threatened against us that may have a material adverse effect on our consolidated financial position, results of operations or cash flows. |
Equity
Equity | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
Equity | NOTE 12 EQUITY Common Stock On January 1, 2016, the Company entered into a consulting agreement for services relating to shareholder information and public relations. The consulting firm was issued 200,000 shares of the Companys common stock valued at $0.66 per share for the six-month agreement. On February 24, 2016, the Company entered into a consulting agreement for services relating to management consulting and business advisory. The consulting firm was issued 150,000 shares of the Companys common stock valued at $0.51 per share for the six-month agreement. Stock Options The Company did not issue any stock option awards during the three months ended March 31, 2016. On March 1, 2015, as part of an employment agreement, the Company granted an option to purchase 250,000 shares of the Companys common stock with an exercise price of $0.50 per share. The option vested as follows: 50,000 shares upon execution of the employment agreement and 50,000 shares each on March 31, 2015; June 30, 2015; September 30, 2015; and December 31, 2015. On the grant date, the Company estimated the fair value of the option grant using the Black Scholes option pricing model based on the closing price of our common shares on the grant date as quoted on the stock exchange where the majority of our trading volume and value of the shares occurs and assuming a maturity of 2.7 years, a 0.896% risk free rate and a 88.83% volatility. The compensation expense recognized in our unaudited condensed consolidated financial statements for the three-months ended March 31, 2016 and 2015 for stock option awards was nil and $85, respectively. As of March 31, 2016, there was no unrecognized compensation cost related to unvested stock options as all outstanding options were fully vested. The following table summarizes our stock option activity for each of the three-month periods ended March 31, 2016 and 2015: . 2016 2015 Number of Stock Options Weighted Average Exercise Price Number of Stock Options Weighted Average Exercise Price Outstanding, beginning of period 250,000 $ 0.50 - $ - Granted - - 250,000 0.50 Cancelled/Expired - - - - Exercised - - - - Outstanding, end of period 250,000 $ 0.50 250,000 $ 0.50 Exercisable, end of period 250,000 $ 0.50 100,000 $ 0.50 Weighted-average fair value per share of options granted during period n/a $ 0.85 Warrants No warrants were issued during the three months ended March 31, 2016 or 2015. The Companys outstanding warrants, each exercisable for one of the Companys common shares, were issued to investors in connection with offerings of the Company that closed on June 30, 2015; October 31, 2015; and November 2, 2015. The exercise price and exercise period are outlined below: Total Warrants Exercise Price Expiration Date June 30, 2015 Offering 2,500,000 $ 1.00 6/30/2018 October 31, 2015 Offering - Series A Warrants 3,130,000 $ 0.75 10/31/2017 October 31, 2015 Offering - Series B Warrants 3,130,000 $ 1.50 10/31/2018 November 10, 2015 Offering 437,500 $ 2.00 11/10/2018 9,197,500 The following table summarizes our warrant activity for the three months ended March 31, 2016 and 2015: For the three months ended March 31, 2016 For the three months ended March 31, 2015 Number of Warrants Weighted -Average Exercise Price (USD$) Number of Warrants Weighted -Average Exercise Price (USD$) Outstanding, beginning of period 9,197,500 $ 1.13 - $ - Granted - - - - Exrcised - - - - Expired - - - - Outstanding, end of period 9,197,500 $ 1.13 - $ - |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 13 SUBSEQUENT EVENTS On April 15, 2016, we failed to pay the required $50 monthly installment due under the terms of the promissory note issued for legal services (with an original principal of $540). On April 18, 2016, following the expiration of the 3-day grace period for making payment, we became in default on that promissory note. In an event of a default under this note, the note holder may, at its option, (i) declare the entire unpaid principal balance together with accrued and unpaid interest immediately due and payable; and (ii) pursue other legal remedies. ● Approve an amendment and restatement of our articles of incorporation (the Restated Articles) to: ● Increase the number of shares of common stock from 350,000,000 to 400,000,000; ● Create two new classes of common stock, namely 10,000,000 shares of Class A Common Stock (voting common stock with 10 votes per share) and 40,000,000 shares of Class B Common Stock (non-voting common stock) ( New Classes of Common Stock ● An amendment to grant the Board of Directors the right to fix the number of our directors to be elected in the manner provided in the bylaws; ● An amendment to grant the power to the Board of Directors to adopt, amend or repeal our bylaws; ● An amendment to our current articles of incorporation to include a limitation of liability; ● An amendment to our current articles of incorporation to include indemnification provisions; and ● Adoption of the Restated Articles, which makes no material changes to our existing Articles of Incorporation and the Certificates of Designation of Series B and C Preferred Stock, other than incorporating the amendments described in the proposals noted above. ● Approve adoption of the restated bylaws (the Restated Bylaws) to: ● Reduce the number of stockholder votes required to call a special meeting of the stockholders from 25% to 15%; ● Reduce the number of stockholder votes required to constitute a quorum for voting at stockholder meetings from a majority to one-third; ● Permit the number of our directors to be fixed from time to time by the Board; ● Permit amendment to the bylaws by a majority vote of stockholders or the Board and eliminating the requirement that a vote of two-thirds of our outstanding shares entitled to vote must approve such action; ● Require certain legal proceedings involving our company, or its officers, directors or employees be brought in a state or federal court located within the state of Nevada; ● Permit the prevailing party in any action brought against us to recover their attorneys fees; and ● Adoption of the Restated Bylaws, which makes no material changes to our existing Bylaws, other than incorporating the amendments described in the proposals noted above and matters permitted under Nevada Revised Statutes. The information statement was first mailed to the Companys stockholders on May 2, 2016. In accordance with Rule 14c-2 promulgated under the Securities Exchange Act of 1934, as amended, the actions described above will become effective no sooner than 20 days after the information statement was mailed to the Companys stockholders. We expect that the actions will be effective on or about May 22, 2016. |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Accounting and Presentation | Basis of Accounting and Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted principles for interim financial statements. Accordingly, these unaudited condensed consolidated financial statements do not include certain information and note disclosures that are normally included in annual financial statements prepared in conformity with U.S. GAAP. Therefore, the unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Companys Annual Report on Form 10-K for the year ended December 31, 2015. In the opinion of management, all adjustments which are necessary for a fair presentation of the financial information for the interim periods reported have been made. All such adjustments are of a normal, recurring nature. The interim results of operations for the three months ended March 31, 2016 are not necessarily indicative of the results that can be expected for the entire year ending December 31, 2016. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2014, FASB issued Accounting Standards Update (ASU) No. 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entitys Ability to Continue as a Going Concern (ASU 2014-15). ASU 2014-15 is intended to define managements responsibility to evaluate whether there is substantial doubt about an organizations ability to continue as a going concern and to provide related footnote disclosures. The amendments in this ASU are effective for reporting periods beginning after December 15, 2016, with early adoption permitted. We are currently assessing the impact the adoption of ASU 2014-15 will have on our financial statements and related disclosures. |
Balmat Acquisition (Tables)
Balmat Acquisition (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions | Upon the completion of this acquisition, the Company acquired the following assets and assumed the following liabilities: Assets received: Cash $ 72 Prepaid expense 163 Spare parts inventory 500 Land 1,855 Buildings 850 Machinery and equipment 23,903 Mineral reserves 3,165 Mineral rights 3,660 Restricted cash surety bond 1,664 Total assets received $ 35,832 Liabilities assumed: Loans payable 1,390 Asset retirement obligation 17,906 Liabilities 28 Total liabilities assumed $ 19,324 Total consideration paid $ 16,508 |
Fair Value of Financial Instr21
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Assets and Liabilities Recurring | The following table presents information about financial instruments recognized at fair value on a recurring basis as of March 31, 2016 and December 31, 2015, and indicates the fair value hierarchy: March 31, 2016 December 31, 2015 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets Reclamation deposits - $ 1,688 - 1,688 - $ 1,688 - 1,688 Total financial assets $ - $ 1,688 $ - $ 1,688 $ - $ 1,688 $ - $ 1,688 Liabilities Purchase price obligation Balmat Acquisition - - 13,361 13,361 - - 12,431 12,431 Asset retirement obligation - - 17,906 17,906 - - 17,906 17,906 Total financial assets and liabilities $ - $ 1,688 $ 31,267 $ 32,955 $ - $ 1,688 $ 30,337 $ 32,025 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | As of March 31, 2016 and December 31, 2015, property, plant and equipment consisted of the following: March 31, 2016 December 31, 2015 Accumulated Net Book Accumulated Net Book Cost Depreciation Value Cost Depreciation Value Buildings $ 892 $ 35 $ 857 $ 892 $ 16 $ 876 Machinery & Equipment 18,913 569 18,344 18,911 231 18,680 Mobile Equipment 4,984 41 4,943 4,984 16 4,968 Office Furniture & Equipment 38 5 33 33 5 28 $ 24,827 $ 650 $ 24,177 $ 24,820 $ 268 $ 24,552 |
Asset Retirement Obligation (Ta
Asset Retirement Obligation (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Scedule of Asset Retirement Obligation | Changes in our asset retirement obligation are summarized in the following table: Balance, December 31, 2015 $ 17,906 Accretion expense 206 Releases - Revisions to cost estimates (206) Balance, March 31, 2016 $ 17,906 |
Equity (Tables)
Equity (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
Summary of Stock Options | The following table summarizes our stock option activity for each of the three-month periods ended March 31, 2016 and 2015: . 2016 2015 Number of Stock Options Weighted Average Exercise Price Number of Stock Options Weighted Average Exercise Price Outstanding, beginning of period 250,000 $ 0.50 - $ - Granted - - 250,000 0.50 Cancelled/Expired - - - - Exercised - - - - Outstanding, end of period 250,000 $ 0.50 250,000 $ 0.50 Exercisable, end of period 250,000 $ 0.50 100,000 $ 0.50 Weighted-average fair value per share of options granted during period n/a $ 0.85 |
Schedule of Warrants Exercise Price and Exercise Period | The exercise price and exercise period are outlined below: Total Warrants Exercise Price Expiration Date June 30, 2015 Offering 2,500,000 $ 1.00 6/30/2018 October 31, 2015 Offering - Series A Warrants 3,130,000 $ 0.75 10/31/2017 October 31, 2015 Offering - Series B Warrants 3,130,000 $ 1.50 10/31/2018 November 10, 2015 Offering 437,500 $ 2.00 11/10/2018 9,197,500 |
Schedule of Warrants Activity | The following table summarizes our warrant activity for the three months ended March 31, 2016 and 2015: For the three months ended March 31, 2016 For the three months ended March 31, 2015 Number of Warrants Weighted -Average Exercise Price (USD$) Number of Warrants Weighted -Average Exercise Price (USD$) Outstanding, beginning of period 9,197,500 $ 1.13 - $ - Granted - - - - Exrcised - - - - Expired - - - - Outstanding, end of period 9,197,500 $ 1.13 - $ - |
Organization and Nature of Bu25
Organization and Nature of Business (Details Narrative) - shares | Mar. 31, 2016 | Dec. 31, 2015 | Nov. 02, 2015 |
Common stock, shares authorized | 350,000,000 | 350,000,000 | |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | |
Northern Zinc, LLC [Member] | |||
Business acquisition interest rate | 100.00% | ||
Percentage of issued and outstanding common stock | 100.00% | ||
Minimum [Member] | |||
Authorized capital stock | 350,000,000 | ||
Maximum [Member] | |||
Authorized capital stock | 400,000,000 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Total current assets | $ 1,175 | $ 2,034 |
Total current liabilities | 3,555 | $ 3,152 |
Working capital | $ (2,380) |
Balmat Acquisition (Details Nar
Balmat Acquisition (Details Narrative) - USD ($) $ in Thousands | Nov. 02, 2015 | Mar. 31, 2016 |
Purchase price payable in cash | $ 1,000 | |
Deferred payment liability | $ 12,431 | |
Number of common stock shares issued for acquisition | 10,628,857 | |
Shares subscribed | 78,857 | |
HudBay Minerals Inc. [Member] | ||
Number of common stock value issued for acquisition | $ 3,078 | |
Northern Zinc Purchase Agreement [Member] | ||
Number of unregistered common stock issued for debt | 10,000,000 | |
Number of shares issued for debt, value | $ 1,390 | |
Percentage of membership interest previouely owned | 100.00% | |
Balmat Purchase Agreement [Member] | ||
Business acquisition interest rate | 100.00% | |
Number of unregistered common stock shares issued | 550,000 | |
Additional unregistered common stock shares issued | 78,857 | |
Payment of debt | $ 15,500 | |
Balmat Purchase Agreement [Member] | Option 2 [Memebr] | ||
Purchase price payable in cash | 8,500 | |
Payment of debt | 7,000 | |
Reduction of purchase price | 1,500 | |
Number of common stock value issued for acquisition | 500 | |
Balmat Purchase Agreement [Member] | Option 3 [Member] | ||
Purchase price payable in cash | 16,000 | |
Payment of debt | 14,500 | |
Reduction of purchase price | 1,500 | |
Number of common stock value issued for acquisition | 500 | |
Balmat Purchase Agreement [Member] | Closing Date [Member] | ||
Payment of debt | 1,500 | |
Balmat Purchase Agreement [Member] | Closing Date [Member] | Option 2 [Memebr] | ||
Payment of debt | 1,500 | |
Balmat Purchase Agreement [Member] | Upon Completion of First Shipment [Member] | ||
Payment of debt | 500 | |
Balmat Purchase Agreement [Member] | Upon Completion of First Shipment [Member] | Option 3 [Member] | ||
Payment of debt | 400 | |
Balmat Purchase Agreement [Member] | 12 Month Anniversary [Member] | ||
Payment of debt | 5,000 | |
Balmat Purchase Agreement [Member] | 18th Month [Member] | ||
Payment of debt | 2,500 | |
Balmat Purchase Agreement [Member] | 18th Month [Member] | Option 3 [Member] | ||
Payment of debt | 4,700 | |
Balmat Purchase Agreement [Member] | 24th Month [Member] | ||
Payment of debt | 2,500 | |
Balmat Purchase Agreement [Member] | 24th Month [Member] | Option 3 [Member] | ||
Payment of debt | 4,700 | |
Balmat Purchase Agreement [Member] | 30th Month [Member] | ||
Payment of debt | 2,500 | |
Balmat Purchase Agreement [Member] | 36th Month [Member] | ||
Payment of debt | 2,500 | |
Balmat Purchase Agreement [Member] | Within Three Days [Member] | Option 2 [Memebr] | ||
Payment of debt | 7,000 | |
Balmat Purchase Agreement [Member] | 12th Month [Member] | Option 3 [Member] | ||
Payment of debt | 4,700 | |
Balmat Purchase Agreement [Member] | Minimum [Member] | ||
Purchase price payable in cash | 8,500 | |
Balmat Purchase Agreement [Member] | Maximum [Member] | ||
Purchase price payable in cash | $ 17,000 |
Balmat Acquisition - Schedule o
Balmat Acquisition - Schedule of Business Acquisitions (Details) - Balmat Acquisition [Member] $ in Thousands | Nov. 02, 2015USD ($) |
Cash | $ 72 |
Prepaid expense | 163 |
Spare parts inventory | 500 |
Land | 1,855 |
Buildings | 850 |
Machinery and equipment | 23,903 |
Mineral reserves | 3,165 |
Mineral rights | 3,660 |
Restricted cash - surety bond | 1,664 |
Total assets received | 35,832 |
Loans payable | 1,390 |
Asset retirement obligation | 17,906 |
Liabilities | 28 |
Total liabilities assumed | 19,324 |
Total consideration paid | $ 16,508 |
Fair Value of Financial Instr29
Fair Value of Financial Instruments (Details Narrative) $ in Thousands | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Fair value discount rate | 5.60% |
Undiscounted costs of reclamation estimated | $ 19,126 |
Fair value expected term | 28 years |
Fair value annual inflation rate | 3.60% |
Balmat Acquisition [Member] | |
Fair value discount rate | 4.60% |
Fair Value of Financial Instr30
Fair Value of Financial Instruments - Schedule of Fair Value Assets and Liabilities Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Reclamation deposits | $ 1,688 | $ 1,688 |
Total financial assets | 1,688 | 1,688 |
Purchase price obligation - Balmat Acquisition | 13,361 | 12,431 |
Asset retirement obligation | 17,906 | 17,906 |
Total financial assets and liabilities | $ 32,955 | $ 32,025 |
Level 1 [Member] | ||
Reclamation deposits | ||
Total financial assets | ||
Purchase price obligation - Balmat Acquisition | ||
Asset retirement obligation | ||
Total financial assets and liabilities | ||
Level 2 [Member] | ||
Reclamation deposits | $ 1,688 | $ 1,688 |
Total financial assets | $ 1,688 | $ 1,688 |
Purchase price obligation - Balmat Acquisition | ||
Asset retirement obligation | ||
Total financial assets and liabilities | $ 1,688 | $ 1,688 |
Level 3 [Member] | ||
Reclamation deposits | ||
Total financial assets | ||
Purchase price obligation - Balmat Acquisition | $ 13,361 | $ 12,431 |
Asset retirement obligation | 17,906 | 17,906 |
Total financial assets and liabilities | $ 31,267 | $ 30,337 |
Prepaid Expenses and Other (Det
Prepaid Expenses and Other (Details Narrative) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Prepaid Expenses And Other | ||
Prepaid expenses | $ 396 | $ 333 |
Property, Plant and Equipment32
Property, Plant and Equipment (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 382 | $ 2 |
Property, Plant and Equipment -
Property, Plant and Equipment - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Property, plant and equipment Gross | $ 24,827 | $ 24,820 |
Property, plant and equipment Accumulated Depreciation | 650 | 268 |
Property, plant and equipment Net Book Value | 24,177 | 24,552 |
Building [Member] | ||
Property, plant and equipment Gross | 892 | 892 |
Property, plant and equipment Accumulated Depreciation | 35 | 16 |
Property, plant and equipment Net Book Value | 857 | 876 |
Machinery & Equipment [Member] | ||
Property, plant and equipment Gross | 18,913 | 18,911 |
Property, plant and equipment Accumulated Depreciation | 569 | 231 |
Property, plant and equipment Net Book Value | 18,344 | 18,680 |
Mobile Equipment [Member] | ||
Property, plant and equipment Gross | 4,984 | 4,984 |
Property, plant and equipment Accumulated Depreciation | 41 | 16 |
Property, plant and equipment Net Book Value | 4,943 | 4,968 |
Office Furniture & Equipment [Member] | ||
Property, plant and equipment Gross | 38 | 33 |
Property, plant and equipment Accumulated Depreciation | 5 | 5 |
Property, plant and equipment Net Book Value | $ 33 | $ 28 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2016 | Dec. 31, 2015 | Mar. 02, 2015 | |
Additional paid in capital | $ 18,684 | $ 18,476 | ||
Shares issued price per share | $ 1.10 | |||
Related Parties [Member] | ||||
Additional paid in capital | $ 122 | |||
Mark Osterberg [Member] | ||||
Common stock issued to related party services | 50,000 | |||
Number of common stock shares issued as a one time signing bonus | 250,000 | |||
Shares issued price per share | $ 1.20 | |||
Chief Executive Officer [Member] | ||||
Amount owed to related party | $ 267 | 286 | ||
Interest expense related loan | 7 | |||
Chairman and Director [Member] | ||||
Amount owed to related party | $ 625 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Mar. 15, 2016 | Nov. 10, 2015 | Nov. 02, 2015 | Aug. 13, 2013 | Mar. 31, 2016 | Dec. 31, 2015 |
Remaining liability recorded as Stipulated Agreement Liability, Related Party | $ 79 | $ 79 | ||||
Shares issued price per share | $ 1.10 | |||||
Fair value of term | 28 years | |||||
Fair value of purchase price obligation | $ 13,361 | |||||
Purchase price obligation | $ 500 | |||||
Amount Due Agreed To Be Paid On or Before August 15, 2013 [Member] | ||||||
Amount Due, periodic payment | $ 11 | |||||
Amount Due Agreed To Be Paid On or Before September 15, 2013 [Member] | ||||||
Amount Due, periodic payment | 11 | |||||
Amount Due Agreed To Be Paid On or Before October 15, 2013 [Member] | ||||||
Amount Due, periodic payment | 11 | |||||
First Day Of The Month Following The Date [Member] | ||||||
Amount Due, periodic payment | 15 | |||||
Equity funding | 3,000,000 | |||||
Michael Christiansen [Member] | ||||||
Amount due relating to promissory note, accrued compensation and out-of-pocket expenses incurred | $ 123 | |||||
Balmat Acquisition [Member] | ||||||
Amount Due, periodic payment | $ 750 | |||||
Repayments of debt | 100 | |||||
Promissory note issued | $ 850 | |||||
Debt interest rate | 8.00% | |||||
Proceeds from issuance of note payable | $ 6,000 | |||||
Accrued interest | $ 24 | |||||
Paid loan | 250 | |||||
Balmat Acquisition One [Member] | ||||||
Amount Due, periodic payment | 40 | |||||
Repayments of debt | 50 | |||||
Promissory note issued | $ 540 | |||||
Debt interest rate | 2.30% | 8.00% | ||||
Proceeds from issuance of note payable | $ 490 | |||||
Accrued interest | 14 | |||||
Paid loan | $ 250 | |||||
Notes issued | $ 500 | |||||
CEO and Executive Chairman [Member] | ||||||
Promissory note issued | $ 10 | |||||
Debt interest rate | 10.00% | 24.50% | ||||
Accrued interest | $ 22 | |||||
Notes issued | $ 875 | |||||
Number of shares sold during the period | 87.5 | |||||
Debt maturity date | Oct. 31, 2016 | |||||
Debt conversion price per share | $ 1 | |||||
Number of common stock shares issued | 5,000 | 437,500 | ||||
Warrants to purchase of common stock | 5,000 | 437,500 | ||||
Warrants exercise price per share | $ 2 | |||||
Fair value of common stock shares issuance | 437,500 | |||||
Fair value of common stock issuance | $ 127 | |||||
Shares issued price per share | $ 0.29 | |||||
Fair value of warrants | $ 21 | |||||
Fair value of market price per share | $ 0.29 | |||||
Fair value of exercise price | $ 2 | |||||
Fair value of term | 2 years | |||||
Fair value of volatility rate | 70.00% | |||||
Fair value of risk-free rate | 0.75% | |||||
Fair value of dividends | 0.00% | |||||
Debt discount | $ 126 | |||||
Accretion of note discount | $ 32 |
Asset Retirement Obligation (De
Asset Retirement Obligation (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Asset Retirement Obligation Disclosure [Abstract] | ||
Accretion expense | $ 206 | |
Revisions to cost estimates | $ (206) |
Asset Retirement Obligation - S
Asset Retirement Obligation - Schedule of Asset Retirement Obligation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Asset Retirement Obligation Disclosure [Abstract] | ||
Balance, December 31, 2015 | $ 179,061,790 | |
Accretion expense | $ 206 | |
Releases | ||
Revisions to cost estimates | $ 206 | |
Balance, March 31, 2016 | $ 17,906 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) $ in Thousands | Feb. 02, 2015 | Sep. 22, 2014 | Mar. 31, 2016 |
Percentage of royalty payments rate | 4.00% | ||
Cancellation of common stock, shares | 910,000 | 25,000,000 | |
Money damages awarded | $ 23,495 | ||
Mr. Stanford [Member] | |||
Cancellation of common stock, shares | 910,000 |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Feb. 24, 2016 | Jan. 03, 2016 | Feb. 28, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Mar. 03, 2015 |
Number of stock options, granted | 250,000 | |||||
Common stock exercise price per share | $ .50 | |||||
Stock compensation expense | $ 0 | $ 85 | ||||
Consulting Agreement [Member] | ||||||
Shares issued for services, shares | 150,000 | 200,000 | ||||
Common stock issued to related party services, per share | $ 0.51 | $ 0.66 | ||||
Employment Agreement [Member] | ||||||
Number of stock options, granted | 250,000 | |||||
Common stock exercise price per share | $ 0.50 | |||||
Stock option vested shares | 50,000 | |||||
Stock option vested remaining shares | 50,000 | |||||
Expected maturity year | 2 years 8 months 12 days | |||||
Expected risk free rate | 0.896% | |||||
Expected volatility | 88.83% |
Equity - Summary of Stock Optio
Equity - Summary of Stock Options (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Equity [Abstract] | ||
Number of Stock Options Outstanding Beginning Balance | 250,000 | |
Number of Stock Options, Granted | 250,000 | |
Number of Stock Options, Cancelled/Expired | ||
Number of Stock Options, Exercised | ||
Number of Stock Options Outstanding Ending Balance | 250,000 | 250,000 |
Number of Stock Options Exercisable | 250,000 | 100,000 |
Weighted Average Exercise Price Options Outstanding Beginning Balance | $ 0.50 | |
Weighted Average Exercise Price Options Granted | $ .50 | |
Weighted Average Exercise Price Options Cancelled/Expired | ||
Weighted Average Exercise Price Options Exercised | ||
Weighted Average Exercise Price Options Outstanding Ending Balance | $ 0.50 | $ 0.50 |
Weighted Average Exercise Price Options Exercisable | $ 0.50 | 0.50 |
Weighted-average fair value per share of options granted during period | $ .85 |
Equity - Schedule of Company Is
Equity - Schedule of Company Issued Warrants Common Shares (Details) - Warrant [Member] - $ / shares | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Total Warrants | 9,197,500 | |
June 30, 2015 Offering [Member] | ||
Total Warrants | 2,500,000 | |
Exercise Price | $ 1 | |
Expiration date | Jun. 30, 2018 | |
October 31, 2015 Offering - Series A Warrants [Member] | ||
Total Warrants | 3,130,000 | |
Exercise Price | $ .75 | |
Expiration date | Oct. 31, 2017 | |
October 31, 2015 Offering - Series B Warrants [Member] | ||
Total Warrants | 3,130,000 | |
Exercise Price | $ 1.50 | |
Expiration date | Oct. 31, 2018 | |
November 10, 2015 Offering [Member] | ||
Total Warrants | 437,500 | |
Exercise Price | $ 2 | |
Expiration date | Nov. 10, 2018 |
Equity - Schedule of Warrants A
Equity - Schedule of Warrants Activity (Details) - Warrant [Member] - $ / shares | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Number of Stock Warrants Outstanding Beginning Balance | 9,197,500 | |
Number of Stock Warrants, Granted | ||
Number of Stock Warrants, Exercised | ||
Number of Stock Warrants, Cancelled | ||
Number of Stock Warrants Outstanding Ending Balance | 9,197,500 | |
Weighted Average Exercise Price Warrants Outstanding Beginning Balance | $ 1.13 | |
Weighted Average Exercise Price Warrants Granted | ||
Weighted Average Exercise Price Warrants Exercised | ||
Weighted Average Exercise Price Warrants Cancelled | ||
Weighted Average Exercise Price Warrants Outstanding Ending Balance | $ 1.13 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) $ in Thousands | May. 02, 2016Voteshares | Apr. 15, 2016USD ($) | Mar. 31, 2016shares | Dec. 31, 2015shares |
Common stock, shares outstanding | 38,301,229 | 37,951,229 | ||
Subsequent Event [Member] | ||||
Common stock, shares outstanding | 350,000,000 | |||
Increase in number of common shares | 400,000,000 | |||
Subsequent Event [Member] | Minimum [Member] | ||||
Cahnge in stockhoders vote percentage | 25.00% | |||
Subsequent Event [Member] | Maximum [Member] | ||||
Cahnge in stockhoders vote percentage | 15.00% | |||
Subsequent Event [Member] | New Classes of Common Stock [Member] | Class A Common Stock [Member] | ||||
Common stock, shares outstanding | 10,000,000 | |||
Number of vote per share | Vote | 10 | |||
Subsequent Event [Member] | New Classes of Common Stock [Member] | Class B Common Stock [Member] | ||||
Common stock, shares outstanding | 40,000,000 | |||
Subsequent Event [Member] | Legal Services [Member] | ||||
Payment of monthly installment amount | $ | $ 50 | |||
Promissory note original principal amount | $ | $ 540 |