Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Aug. 11, 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 | Jun. 30, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 38,151,229 | |
Trading Symbol | SMRS | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,016 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 1,538 | $ 1,201 |
Restricted cash | 301 | |
Prepaid and other | 293 | 333 |
Parts and supplies inventory | 500 | 500 |
Total current assets | 2,632 | 2,034 |
Land | 1,876 | 1,876 |
Property & equipment, net | 23,792 | 24,552 |
Mineral reserves | 3,165 | 3,165 |
Mineral rights | 3,684 | 3,684 |
Restricted cash - reclamation deposits | 1,688 | 1,688 |
TOTAL ASSETS | 36,837 | 36,999 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 1,024 | 404 |
Accounts payable - related party | 63 | 19 |
Notes Payable, net of unamortized debt issuance costs | 3,749 | 1,380 |
Notes payable - related parties, net of discounts | 833 | 770 |
Purchase price obligation - Balmat acquisition | 500 | 500 |
Stipulated agreement liability | 79 | 79 |
Total current liabilities | 6,248 | 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 | 37,015 | 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, 38,151,229 and 37,951,229 issued and outstanding, respectively | 38 | 38 |
Common stock subscribed | 27 | 27 |
Additional paid in capital | 18,586 | 18,476 |
Accumulated deficit | (18,832) | (14,534) |
Total Stockholders' Equity (Deficit) | (178) | 4,010 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 36,837 | $ 36,999 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 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 | 38,151,229 | 37,951,229 |
Common stock, shares outstanding | 38,151,229 | 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 | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
OPERATING EXPENSES | ||||
Compensation | $ 122 | $ 493 | $ 242 | $ 623 |
Exploration and development costs | 90 | 45 | 139 | 112 |
Mine maintenance costs | 444 | 985 | ||
Depreciation and amortization | 383 | 1 | 765 | 3 |
Accretion expense | 206 | 412 | ||
General and administrative | 390 | 1,227 | 1,066 | 1,461 |
Total Operating Expenses | 1,635 | 1,766 | 3,609 | 2,199 |
Loss from Operations | (1,635) | (1,766) | (3,609) | (2,199) |
OTHER INCOME (EXPENSE) | ||||
Interest income | 3 | 5 | ||
Interest expense | (97) | (10) | (175) | (18) |
Unrealized gain (loss) | 206 | (519) | ||
Total Other Income (Expense) | 112 | (10) | (689) | (18) |
NET LOSS | $ (1,523) | $ (1,776) | $ (4,298) | $ (2,217) |
Basic and Diluted Loss Per Share | $ (0.04) | $ (0.10) | $ (0.11) | $ (0.12) |
Weighted Average Number of Common Shares Outstanding | 38,243,537 | 18,052,740 | 38,212,279 | 17,737,873 |
Condensed Consolidated Stateme5
Condensed Consolidated Statement of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Cash flows from operating activies | ||
Net loss | $ (4,298) | $ (2,217) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 765 | 3 |
Shares and warrants issued for services | 183 | 1,765 |
Stock options | 128 | |
Accretion expense | 412 | |
Change in estimate of asset retirement obligation | (412) | |
Change in estimate of purchase price obligation - Balmat acquisition | 519 | |
Amortization of debt discount | 66 | |
Cancellation of shares | (99) | |
Changes in operating assets and liabilities | ||
Prepaid expense | 66 | 12 |
Restricted cash | (301) | |
Accounts payable and accrued expenses | 456 | 81 |
Accounts payable - related party | (5) | 17 |
Accrued interest | 38 | |
Accrued interest - related party | 48 | 16 |
Accrued compensation | 125 | |
Net cash used in operating activities | (2,025) | (195) |
Cash flows from investing activities | ||
Purchase of equipment | (5) | |
Net cash used in investing activities | (5) | |
Cash flows from financing activities | ||
Proceeds from issuance of notes payable | 2,934 | |
Payments on notes payable | (567) | |
Proceeds from issuance of common stock | 1,180 | |
Proceeds from loan payable - related party | 250 | 34 |
Payments on loan payable - related party | (250) | |
Net cash provided by financing activities | 2,367 | 1,214 |
Net increase in cash | 337 | 1,019 |
Cash, beginning of period | 1,201 | 46 |
Cash, end of period | 1,538 | 1,065 |
Supplemental Information: | ||
Taxes | ||
Interest Expense | 16 | |
Non-cash investing and financing activities | ||
Stock issued for future services | 110 | |
Stock issued for settlement of related party debt | $ 86 |
Organization and Nature of Busi
Organization and Nature of Business | 6 Months Ended |
Jun. 30, 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. 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 | 6 Months Ended |
Jun. 30, 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 $2,632 and total current liabilities of $6,248, resulting in a negative working capital balance of $3,616 as of June 30, 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 | 6 Months Ended |
Jun. 30, 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 June 30, 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 | 6 Months Ended |
Jun. 30, 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 six months ended June 30, 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. In April 2016, FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting (ASU 2016-09). ASU 2016-09 is intended to improve the accounting for share-based payment transactions as part of its simplification initiative. This ASU is effective for reporting periods beginning after December 15, 2016, with early adoption permitted. We are currently assessing the impact the adoption of ASU 2016-09 will have on our financial statements and related disclosures. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | NOTE 5 FAIR VALUE OF FINANCIAL INSTRUMENTS 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, restricted cash, 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 June 30, 2016 and December 31, 2015, and indicates the fair value hierarchy: June 30, 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. |
Restricted Cash
Restricted Cash | 6 Months Ended |
Jun. 30, 2016 | |
Receivables [Abstract] | |
Restricted Cash | NOTE 6 RESTRICTED CASH As of June 30, 2016 and December 31, 2015, the Company had current restricted cash balances of $301 and zero, respectively. The June 30, 2016 balance includes funds held in escrow by TCA related to property tax payments owed for the Balmat property and an obligation associated with the stipulated agreement liability. These restricted funds will become unrestricted upon satisfaction of proof of payment or release of the liability. |
Prepaid Expenses and Other
Prepaid Expenses and Other | 6 Months Ended |
Jun. 30, 2016 | |
Prepaid Expenses And Other | |
Prepaid Expenses and Other | NOTE 7 PREPAID EXPENSES AND OTHER As of June 30, 2016 and December 31, 2015, the Company had prepaid expenses totaling $293 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 | 6 Months Ended |
Jun. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | NOTE 8 PROPERTY, PLANT and EQUIPMENT As of June 30, 2016 and December 31, 2015, property, plant and equipment consisted of the following: June 30, 2016 December 31, 2015 Accumulated Net Book Accumulated Net Book Cost Depreciation Value Cost Depreciation Value Buildings $ 892 $ 59 $ 833 $ 892 $ 16 $ 876 Machinery & Equipment 18,911 901 18,010 18,911 231 18,680 Mobile Equipment 4,984 65 4,919 4,984 16 4,968 Office Furniture & Equipment 38 8 30 33 5 28 $ 24,825 $ 1,033 $ 23,792 $ 24,820 $ 268 $ 24,552 Depreciation expense for the six months ended June 30, 2016 and 2015 was $765 and $3, respectively. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 9 RELATED PARTY TRANSACTIONS 2016 On May 12, 2016, Joseph Marchal, the Companys CEO and Executive Chairman, and Edward Brogen, one of the Companys Directors, each loaned the Company $125 bearing interest at 15% per annum (May 2016 Bridge Loans). The loans were repaid in full upon closing of the TCA Global debt on June 28, 2016. As of June 30, 2016, the Company owed Mr. Marchal and Mr. Brogen $293 and $640, respectively, inclusive of interest, for outstanding notes issued on November 10, 2015. See Note 10 for further details. Additionally, the Company owed each party $2 in interest associated with the May 2016 Bridge Loans. 2015 Mr. Marchal loaned the Company an aggregate of $20 in cash and paid expenses totaling $15 on behalf of the Company at various times during the six months ended June 30, 2015. In addition, Mr. Marchal agreed to convert $86 of outstanding loans as part of the Unit Offering that closed on June 30, 2015. As of June 30, 2015, the Company owed Mr. Marchal a total of $202 for amounts advanced to the Company. For the six months ended June 30, 2015, the Company recorded $16 in interest expense related to loans from Mr. Marchal. Mr. Brogen purchased $250 worth of units in the Unit Offering that closed on June 30, 2015. On March 1, 2015, Mark Osterberg, the Companys President and COO, was issued 50,000 shares as a one-time signing bonus as part of his employment agreement. The value of the shares was estimated at $1.20 per share. During the six months ended June 30, 2015, related parties were issued shares of common stock for services rendered in lieu of cash compensation. These shares were issued at $1.10 per share. The related party, date of issuance and number of shares are outlined below: Related Party Date of Issuance Number of Shares Issued Joseph Marchal, CEO and Executive Chairman May 15, 2015 500,000 Edward Brogan, Director May 15, 2015 250,000 Donna Moore, Controller and CAO* May 15, 2015 50,000 Doug MacLellan, Director May 15, 2015 50,000 Donald Sutherland, Director May 15, 2015 50,000 Mark Osterberg, President and COO May 15, 2015 50,000 John Heinzig, Operations Manager* May 15, 2015 100,000 Summit Capital USA, Inc.* May 15, 2015 500,000 TOTAL 1,550,000 *These parties were related parties at the time of the transaction, but are no longer related parties |
Debt
Debt | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Debt | NOTE 10 DEBT The Companys current debt balance at June 30, 2016 is net of reductions of $564 for unamortized discounts and unamortized debt issuance costs; and at December 31, 2015 there were no reductions. The components of debt follow: June 30, 2016 December 31, 2015 Aviano Note Payable $ 600 $ 850 Fognani Note Payable 200 440 DANC Note Payable 500 - Less: Deferred financing fees (7 ) - 493 - TCA Global Note Payable 3,000 - Less: Deferred financing fees (557 ) - 2,443 - Other 13 90 Total current debt $ 3,749 $ 1,380 Stipulated Agreement Liability 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 payment of this 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 June 30, 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 Aviano Note 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 June 30, 2016, the Company had paid $250 of this promissory note and had recorded $36 of accrued interest associated with this note ($25 during the six months ended June 30, 2016). Fognani Note Payable 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 June 30, 2016, the Company had paid $340 of this loan and had recorded $20 of accrued interest associated with this note ($13 during the six months ended June 30, 2016). As of June 30, 2016, we were delinquent in our payments under the terms of this note. DANC Note Payable 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. The Company paid $3 in interest during the six months ended June 30, 2016. Net proceeds received after fees were $490. TCA Global Note Payable On June 28, 2016 the Company entered into and completed the transactions contemplated by the Securities Purchase Agreement (the SPA) it entered into with TCA Global Credit Master Fund, LP, a limited partnership organized and existing under the laws of the Cayman Islands (TCA Global), whereby the Company agreed to sell and issue to TCA Global up to $5,000 of senior secured convertible, redeemable debentures (the Debenture), of which $3,000 was purchased by TCA Global on the Closing Date for the total purchase price of $3,000. Up to $2,000 of additional Debentures may be purchased in additional closings by TCA Global upon our mutual agreement with TCA Global. Pursuant to the SPA, the Company issued the Debenture to TCA Global in the principal amount of $3,000 which bears interest at 18% per annum. The Company agreed to make monthly payments of principal and interest to TCA Global provided the first two monthly payments after the Closing Date will consist of interest only. Beginning on the third month after the Closing Date, the entire principal amount will be amortized in equal payments over the next 10 months along with interest on the unpaid balance until the maturity date which is 12 months after the Closing Date. In the event of default under any term or condition of the Debenture, the interest on the Debenture will accrue at the rate of 22% per annum until it is paid. The Company has the right to redeem the Debenture in full and for cash, at any time prior to the Maturity Date, with three business days advance written notice to TCA Global. The amount required to redeem the Debenture in full is equal to: (i) the aggregate principal amount then outstanding under the Debenture; plus all accrued and unpaid interest due under the Debenture as of the redemption date. The Company is required to deliver the redemption amount to TCA Global on the third business day after the date of the redemption notice. TCA Global may at any time and from time to time while the Debenture is outstanding on or after the Closing Date, during the period of time when an event of default has occurred under the Debenture and remains uncured and at the sole option of TCA Global, convert the Debenture into shares of our common stock (the Conversion Shares) at a conversion price equal to: (i) the amount to be converted; divided by (ii) eighty-five percent (85%) of the lowest of the volume weighted average price of our common stock during the five (5) trading days immediately prior to a conversion date. The Company agreed to give TCA Global make-whole rights whereby the Company agreed that upon liquidation by TCA Global of the Conversion Shares, provided that TCA Global realizes a net amount from such liquidation equal to less than the conversion amount specified in the relevant conversion notice (such net realized amount, the Realized Amount), the Company agreed to issue to TCA Global additional shares of our common stock equal to: (i) the conversion amount; minus (ii) the Realized Amount; divided by (iii) the average volume weighted average price of our Common Stock during the five (5) Business Days immediately prior to the date upon which TCA Global delivers notice to the Company that such additional shares are requested by TCA Global. Following the sale of the make-whole shares by TCA Global: (i) in the event that TCA Global receives net proceeds from such sale which, when added to the Realized Amount from the prior relevant conversion notice, is less than the conversion amount specified in the relevant conversion notice, TCA Global shall deliver an additional make-whole notice to us and our obligation to issue make-whole shares shall continue until the conversion amount has been fully satisfied; and (ii) in the event that TCA Global received net proceeds from the sale of make-whole shares in excess of the conversion amount specified in the relevant conversion notice, such excess amount shall be applied to satisfy any and all amounts owed hereunder in excess of the conversion amount specified in the relevant conversion notice. Negative Covenants Pursuant to the terms of the SPA, the Company agreed to that the Company would not take any of the following actions so long as TCA Global owns the Debentures: ● Incur or assume any additional indebtedness or permitting any encumbrances on any of our assets except as provided for in the SPA or approved by TCA Global. ● Make any new investments. ● Issue any new equity, debt or convertible or derivative instruments or securities that would result in a Change of Control. ● Enter into any transaction involving a Change of Control, or any other merger, consolidation, sale, transfer, license, Lease, Encumbrance or other disposition of all or substantially all of its properties or business or all or substantially all of its Assets, except for the sale, lease or licensing of property or our assets in the Ordinary Course of our business. ● Purchase or redeem any shares of our capital stock; (ii) declare or pay any dividends or distributions, whether in cash or otherwise, or set aside any funds for any such purpose; (iii) make any distribution to its shareholders, make any distribution of our property or Assets or make any loans, advances or extensions of credit to, or investments in, any Person, including, without limitation, any our Affiliates, or our officers, directors, employees or Material Shareholder; (iv) pay any of our outstanding indebtedness, except for indebtedness and other Obligations permitted under the SPA; (v) increase the annual salary paid to any of our officers or directors, unless any such increase is part of a written employment contract with any such officers entered into prior to the Closing Date; or (vi) add, replace, remove, or otherwise change any directors or officers of the Credit Parties from the directors and officers existing as of the Closing Date, unless first approved by TCA Global in writing, which approval may be granted or withheld or conditioned by TCA Global in its sole and absolute discretion. ● Use any portion of the proceeds of the Debentures except as provided for in the use of proceeds confirmation approved by TCA Global in its sole and absolute discretion. ● Engage in any line of business other than the businesses engaged in as of the Closing Date and business reasonably related thereto; (ii) change its name, organizational identification number (if applicable), its type of organization, its jurisdiction of organization or other legal structure; or (iii) permit its Certificate of Incorporation, Bylaws or other organizational documents to be amended or modified in any way which could reasonably be expected to have a material adverse effect. ● Enter into any transaction with any of its Affiliates, officers, directors, employees, Material Shareholders or other insiders, except in the Ordinary Course of Business and upon fair and reasonable terms that are no less favorable to us than the Company would obtain in a comparable arms length transaction with a Person not an Affiliate of ours. ● Maintain any bank, deposit, credit card payment processing accounts, or other accounts with any financial institution, or any other Person, other than our accounts listed in the SPA without TCA Globals prior written approval, which approval may be withheld or conditioned in TCA Globals sole and absolute discretion. Transaction and Advisory Fees and Expenses The Company paid TCA Global a commitment fee equal to one percent (1%) of the amount of the Debentures purchased by TCA Global on the Closing Date. In the event of any additional closings, the Company agreed to pay TCA Global a commitment fee equal to one percent (1%) of the amount of the Debentures purchased by TCA Global at any such additional closings. In addition, the Company paid TCA Global a due diligence fee equal to $15 on the Closing Date. The Company also agreed to pay TCA Globals legal fees and expenses of incurred by TCA Global in connection with: (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, subordination, waiver or other modification or termination of the SPA or any other documents related thereto (the Transaction Document); (ii) any documentary stamp taxes, intangibles taxes, recording fees, filing fees, or other similar taxes, fees or charges imposed by or due to any Governmental Authority in connection with the SPA or any other Transaction Documents; (iii) the exercise or enforcement of any of the rights of TCA Global under the SPA or the Transaction Documents; or (iv) the failure by the Credit Parties to perform or observe any of the provisions of the SPA or any of the Transaction Documents. Included in the foregoing shall be the amount of all expenses paid or incurred by TCA Global in consulting with counsel concerning any of its rights under the SPA or any other Transaction Document or under applicable law. In addition, the Company paid TCA Fund Management Group an advisory fee of $300 on the Closing Date pursuant to the terms of an Advisory Services Agreement. Net proceeds received after fees were $2,444. Collateral To secure our obligations under the Debenture, the Company entered into a Security Agreement covering all of our assets, a pledge agreement covering our ownership interest in our subsidiaries and our subsidiaries entered into security agreements covering all of their assets and pledge agreements covering their ownership interest in their subsidiaries (our indirect subsidiaries) (collectively, the Pledge Agreements), our wholly owned, indirect subsidiary St. Lawrence Zinc Company, LLC entered into a Mortgage, Security Agreement, Assignment of Leases and Rents, and Fixture Filing in favor of TCA Global encumbering all of its real property and mining interests (Mortgage) (such mortgage is subject to the $500 principal amount promissory note the Company issued to DANC, which loan is pari passu with the Debenture as provided for in an Intercreditor Agreement entered into between DANC and TCA Global), Guarantee Agreements whereby our subsidiaries guaranteed our performance and payment under the Debenture. Notes Payable Related Parties The Companys current notes payable related parties balance at June 30, 2016 is net of reductions of $42 for unamortized discounts; and at December 31, 2015 there were reductions of $105. The components of notes payable related parties follow: June 30, 2016 December 31, 2015 Note payable Mr. Marchal $ 600 $ 600 Less: Discount (29 ) (72 ) 571 528 Note payable Mr. Brogen 275 275 Less: Discount (13 ) (33 ) 262 242 Total current notes payable related parties $ 833 $ 770 On November 10, 2015, the Company sold a total of 87.5 units to Mr. Marchal and Mr. Brogen 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 six months ended June 30, 2016, the Company recorded $63 in accretion of the note discount and $44 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 | 6 Months Ended |
Jun. 30, 2016 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Asset Retirement Obligation | NOTE 11 ASSET RETIREMENT OBLIGATION Changes in our asset retirement obligation are summarized in the following table: Balance, December 31, 2015 $ 17,906 Accretion expense 412 Releases - Revisions to cost estimates (412) Balance, June 30, 2016 $ 17,906 The Company recognized $412 in accretion expense during the six months ended June 30, 2016. An adjustment to the estimated timing of future cash outflows associated with the Companys planned reclamation activities resulted in a $412 downward adjustment to the estimated fair value of the Companys liability as of June 30, 2016. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 12 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, formerly the Companys CEO, in which the Fifth District Court of Beaver County (Civil Case No. 140500023) awarded us a judgment against Mr. Stanford, 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 | 6 Months Ended |
Jun. 30, 2016 | |
Equity [Abstract] | |
Equity | NOTE 13 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. Subsequently, on May 27, 2016, the Company cancelled 150,000 of the issued shares upon termination of the 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 six months ended June 30, 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 six months ended June 30, 2016 and 2015 for stock option awards was zero and $85, respectively. As of June 30, 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 six-month periods ended June 30, 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 $ 0.50 150,000 $ 0.50 Weighted-average fair value per share of options granted during period n/a $ 0.85 Warrants On May 12, 2016, as part of the consideration for the May 2016 Bridge Loans (described further in Note 9 Related Party Transactions), the Company issued 125,000 warrants to purchase common stock to each party, Mr. Marchal and Mr. Brogen. Each warrant is exercisable for one of the Companys common shares. Further details are outlined below. 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. In addition, warrants were issued as part of the consideration for the May 2016 Bridge Loans. 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 May 2016 Bridge Loans 250,000 $ 1.00 6/28/2019 9,447,500 The following table summarizes our warrant activity for the six months ended June 30, 2016 and 2015: For the six months ended June 30, 2016 For the six months ended June 30, 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 250,000 1.00 2,280,000 1.00 Exercised - - - - Expired - - - - Outstanding, end of period 9,447,500 $ 1.13 2,280,000 $ 1.00 |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 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 six months ended June 30, 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. In April 2016, FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting (ASU 2016-09). ASU 2016-09 is intended to improve the accounting for share-based payment transactions as part of its simplification initiative. This ASU is effective for reporting periods beginning after December 15, 2016, with early adoption permitted. We are currently assessing the impact the adoption of ASU 2016-09 will have on our financial statements and related disclosures. |
Balmat Acquisition (Tables)
Balmat Acquisition (Tables) | 6 Months Ended |
Jun. 30, 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) | 6 Months Ended |
Jun. 30, 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 June 30, 2016 and December 31, 2015, and indicates the fair value hierarchy: June 30, 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) | 6 Months Ended |
Jun. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | As of June 30, 2016 and December 31, 2015, property, plant and equipment consisted of the following: June 30, 2016 December 31, 2015 Accumulated Net Book Accumulated Net Book Cost Depreciation Value Cost Depreciation Value Buildings $ 892 $ 59 $ 833 $ 892 $ 16 $ 876 Machinery & Equipment 18,911 901 18,010 18,911 231 18,680 Mobile Equipment 4,984 65 4,919 4,984 16 4,968 Office Furniture & Equipment 38 8 30 33 5 28 $ 24,825 $ 1,033 $ 23,792 $ 24,820 $ 268 $ 24,552 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The related party, date of issuance and number of shares are outlined below: Related Party Date of Issuance Number of Shares Issued Joseph Marchal, CEO and Executive Chairman May 15, 2015 500,000 Edward Brogan, Director May 15, 2015 250,000 Donna Moore, Controller and CAO* May 15, 2015 50,000 Doug MacLellan, Director May 15, 2015 50,000 Donald Sutherland, Director May 15, 2015 50,000 Mark Osterberg, President and COO May 15, 2015 50,000 John Heinzig, Operations Manager* May 15, 2015 100,000 Summit Capital USA, Inc.* May 15, 2015 500,000 TOTAL 1,550,000 *These parties were related parties at the time of the transaction, but are no longer related parties |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The components of debt follow: June 30, 2016 December 31, 2015 Aviano Note Payable $ 600 $ 850 Fognani Note Payable 200 440 DANC Note Payable 500 - Less: Deferred financing fees (7 ) - 493 - TCA Global Note Payable 3,000 - Less: Deferred financing fees (557 ) - 2,443 - Other 13 90 Total current debt $ 3,749 $ 1,380 |
Schedule of Notes Payable-Related Party | The components of notes payable related parties follow: June 30, 2016 December 31, 2015 Note payable Mr. Marchal $ 600 $ 600 Less: Discount (29 ) (72 ) 571 528 Note payable Mr. Brogen 275 275 Less: Discount (13 ) (33 ) 262 242 Total current notes payable related parties $ 833 $ 770 |
Asset Retirement Obligation (Ta
Asset Retirement Obligation (Tables) | 6 Months Ended |
Jun. 30, 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 412 Releases - Revisions to cost estimates (412) Balance, June 30, 2016 $ 17,906 |
Equity (Tables)
Equity (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Equity [Abstract] | |
Summary of Stock Options | The following table summarizes our stock option activity for each of the six-month periods ended June 30, 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 $ 0.50 150,000 $ 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 May 2016 Bridge Loans 250,000 $ 1.00 6/28/2019 9,447,500 |
Schedule of Warrants Activity | The following table summarizes our warrant activity for the six months ended June 30, 2016 and 2015: For the six months ended June 30, 2016 For the six months ended June 30, 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 250,000 1.00 2,280,000 1.00 Exercised - - - - Expired - - - - Outstanding, end of period 9,447,500 $ 1.13 2,280,000 $ 1.00 |
Organization and Nature of Bu27
Organization and Nature of Business (Details Narrative) - Northern Zinc, LLC [Member] | Nov. 02, 2015 |
Business acquisition interest rate | 100.00% |
Percentage of issued and outstanding common stock | 100.00% |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Total current assets | $ 2,632 | $ 2,034 |
Total current liabilities | 6,248 | $ 3,152 |
Working capital | $ 3,616 |
Balmat Acquisition (Details Nar
Balmat Acquisition (Details Narrative) - USD ($) $ in Thousands | Nov. 02, 2015 | Jun. 30, 2016 | Jun. 30, 2015 |
Number of shares issued for debt, value | $ 86 | ||
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 Instr31
Fair Value of Financial Instruments (Details Narrative) $ in Thousands | 6 Months Ended |
Jun. 30, 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 Instr32
Fair Value of Financial Instruments - Schedule of Fair Value Assets and Liabilities Recurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 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 |
Restricted Cash (Details Narrat
Restricted Cash (Details Narrative) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Receivables [Abstract] | ||
Restricted cash | $ 301 |
Prepaid Expenses and Other (Det
Prepaid Expenses and Other (Details Narrative) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Prepaid Expenses And Other | ||
Prepaid expenses | $ 293 | $ 333 |
Property, Plant and Equipment35
Property, Plant and Equipment (Details Narrative) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 765 | $ 3 |
Property, Plant and Equipment -
Property, Plant and Equipment - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Property, plant and equipment Gross | $ 24,825 | $ 24,820 |
Property, plant and equipment Accumulated Depreciation | 1,033 | 268 |
Property, plant and equipment Net Book Value | 23,792 | 24,552 |
Building [Member] | ||
Property, plant and equipment Gross | 892 | 892 |
Property, plant and equipment Accumulated Depreciation | 59 | 16 |
Property, plant and equipment Net Book Value | 833 | 876 |
Machinery & Equipment [Member] | ||
Property, plant and equipment Gross | 18,911 | 18,911 |
Property, plant and equipment Accumulated Depreciation | 901 | 231 |
Property, plant and equipment Net Book Value | 18,010 | 18,680 |
Mobile Equipment [Member] | ||
Property, plant and equipment Gross | 4,984 | 4,984 |
Property, plant and equipment Accumulated Depreciation | 65 | 16 |
Property, plant and equipment Net Book Value | 4,919 | 4,968 |
Office Furniture & Equipment [Member] | ||
Property, plant and equipment Gross | 38 | 33 |
Property, plant and equipment Accumulated Depreciation | 8 | 5 |
Property, plant and equipment Net Book Value | $ 30 | $ 28 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Jun. 30, 2015 | Mar. 01, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | May 12, 2016 |
Proceeds from related party debt amount | $ 250 | $ 34 | |||
Debt converted amount | 86 | ||||
Joseph Marchal [Member] | |||||
Loan from related party | $ 125 | ||||
Loan bearing interest rate | 15.00% | ||||
Amount owed to related party | $ 202 | 293 | 202 | ||
Proceeds from related party debt amount | 2 | ||||
Proceeds from related party | 20 | ||||
Paid expenses | 15 | ||||
Debt converted amount | $ 86 | ||||
Interest expenses, related to loan | 16 | ||||
Edward Brogen [Member] | |||||
Amount owed to related party | 640 | ||||
Proceeds from related party debt amount | $ 2 | ||||
Edward Brogan [Member] | |||||
Purchase of worth of units | $ 250 | ||||
Mark Osterberg [Member] | Employment Agreement [Member] | |||||
Number of common stock shares issued as a one time signing bonus | 50,000 | ||||
Shares issued Price per share | $ 1.20 | ||||
Related Parties [Member] | |||||
Shares issued Price per share | $ 1.10 | $ 1.10 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Related Party Transactions (Details) | 6 Months Ended | |
Jun. 30, 2015shares | ||
Number of Shares Issued | 1,550,000 | |
Joseph Marchal, CEO and Executive Chairman [Member] | ||
Date of Issuance | May 15, 2015 | |
Number of Shares Issued | 500,000 | |
Edward Brogan, Director [Member] | ||
Date of Issuance | May 15, 2015 | |
Number of Shares Issued | 250,000 | |
Donna Moore, Controller and CAO [Member] | ||
Date of Issuance | May 15, 2015 | [1] |
Number of Shares Issued | 50,000 | [1] |
Doug MacLellan, Director [Member] | ||
Date of Issuance | May 15, 2015 | |
Number of Shares Issued | 50,000 | |
Donald Sutherland, Director [Member] | ||
Date of Issuance | May 15, 2015 | |
Number of Shares Issued | 50,000 | |
Mark Osterberg, President and COO [Member] | ||
Date of Issuance | May 15, 2015 | |
Number of Shares Issued | 50,000 | |
John Heinzig, Operations Manager [Member] | ||
Date of Issuance | May 15, 2015 | [1] |
Number of Shares Issued | 100,000 | [1] |
Summit Capital USA, Inc [Member] | ||
Date of Issuance | May 15, 2015 | [1] |
Number of Shares Issued | 500,000 | [1] |
[1] | These parties were related parties at the time of the transaction, but are no longer related parties |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Jun. 28, 2016 | Mar. 15, 2016 | Nov. 10, 2015 | Nov. 02, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | Aug. 13, 2013 |
Debt outstanding amount | $ 564 | |||||||
Stipulated agreement liability | 79 | $ 79 | ||||||
Paid loan | $ (250) | |||||||
Fair value of term | 28 years | |||||||
Fair value of purchase price obligation | 13,361 | |||||||
Purchase price obligation | 500 | |||||||
Aviano Note Payable [Member] | ||||||||
Promissory note issued | $ 850 | |||||||
Debt interest rate | 8.00% | |||||||
Amount due, periodic payment | $ 750 | |||||||
Repayments of debt | 100 | |||||||
Amount of acceleration upon payment of due | 6,000 | |||||||
Paid loan | $ 250 | |||||||
Accrued interest | 36 | |||||||
Interest expense on note | 25 | |||||||
Fognani Note Payable [Member] | ||||||||
Promissory note issued | $ 540 | |||||||
Debt interest rate | 8.00% | |||||||
Amount due, periodic payment | $ 40 | |||||||
Repayments of debt | $ 50 | |||||||
Paid loan | 340 | |||||||
Accrued interest | 20 | |||||||
Interest expense on note | 13 | |||||||
DANC Note Payable [Member] | ||||||||
Promissory note issued | $ 500 | |||||||
Debt interest rate | 2.30% | |||||||
Proceeds from issuance of note payable | $ 490 | |||||||
Interest paid | 3 | |||||||
TCA Global Note Payable [Member] | ||||||||
Promissory note issued | $ 3,000 | |||||||
Debt interest rate | 18.00% | |||||||
Proceeds from issuance of note payable | $ 2,444 | |||||||
Debt default interest rate | 22.00% | |||||||
Debt term | 12 months | |||||||
Debt instrument conversion description | TCA Global may at any time and from time to time while the Debenture is outstanding on or after the Closing Date, during the period of time when an event of default has occurred under the Debenture and remains uncured and at the sole option of TCA Global, convert the Debenture into shares of our common stock (the Conversion Shares) at a conversion price equal to: (i) the amount to be converted; divided by (ii) eighty-five percent (85%) of the lowest of the volume weighted average price of our common stock during the five (5) trading days immediately prior to a conversion date. The Company agreed to give TCA Global make-whole rights whereby the Company agreed that upon liquidation by TCA Global of the Conversion Shares, provided that TCA Global realizes a net amount from such liquidation equal to less than the conversion amount specified in the relevant conversion notice (such net realized amount, the Realized Amount), the Company agreed to issue to TCA Global additional shares of our common stock equal to: (i) the conversion amount; minus (ii) the Realized Amount; divided by (iii) the average volume weighted average price of our Common Stock during the five (5) Business Days immediately prior to the date upon which TCA Global delivers notice to the Company that such additional shares are requested by TCA Global. Following the sale of the make-whole shares by TCA Global: (i) in the event that TCA Global receives net proceeds from such sale which, when added to the Realized Amount from the prior relevant conversion notice, is less than the conversion amount specified in the relevant conversion notice, | |||||||
Debt conversion rate | 85.00% | |||||||
Percentage of commitment fee | The Company paid TCA Global a commitment fee equal to one percent (1%) of the amount of the Debentures purchased by TCA Global on the Closing Date. In the event of any additional closings, the Company agreed to pay TCA Global a commitment fee equal to one percent (1%) of the amount of the Debentures purchased by TCA Global at any such additional closings. | |||||||
Debt fee | $ 15 | |||||||
Advisory fee | 300 | |||||||
Debt collateral amount | 500 | |||||||
TCA Global Note Payable [Member] | Maximum [Member] | ||||||||
Promissory note issued | 2,000 | |||||||
Proceeds from issuance of note payable | $ 5,000 | |||||||
Note Payable Related Parties [Member] | ||||||||
Debt discount | 42 | $ 105 | ||||||
Michael Christiansen [Member] | ||||||||
Amount due relating to promissory note, accrued compensation and out-of-pocket expenses incurred | $ 123 | |||||||
Mr. Marchal and Mr. Brogen [Member] | ||||||||
Promissory note issued | $ 10 | $ 875 | ||||||
Debt interest rate | 10.00% | 24.50% | ||||||
Accrued interest | $ 44 | |||||||
Debt discount | $ 126 | |||||||
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% | |||||||
Accretion of note discount | $ 63 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Note payable gross | $ 493 | |
Less: Deferred financing fees | (7) | |
Other | 13 | 90 |
Total current debt | 3,749 | 1,380 |
Aviano Note Payable [Member] | ||
Note payable gross | 600 | 850 |
Fognani Note Payable [Member] | ||
Note payable gross | 200 | 440 |
DANC Note Payable [Member] | ||
Note payable gross | 500 | |
TCA Global Note Payable [Member] | ||
Note payable gross | 3,000 | |
Less: Deferred financing fees | (557) | |
Total current debt | $ 2,443 |
Debt - Schedule of Notes Payabl
Debt - Schedule of Notes Payable-Related Party (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Total current notes payable - related parties | $ 833 | $ 770 |
Mr.Marchal [Member] | ||
Notes payable - related parties gross | 600 | 600 |
Less: Discount | (29) | (72) |
Total current notes payable - related parties | 571 | 528 |
Mr. Brogen [Member] | ||
Notes payable - related parties gross | 275 | 275 |
Less: Discount | (13) | (33) |
Total current notes payable - related parties | $ 262 | $ 242 |
Asset Retirement Obligation (De
Asset Retirement Obligation (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Asset Retirement Obligation Disclosure [Abstract] | ||||
Accretion expense | $ 206 | $ 412 | ||
Revisions to cost estimates | $ 412 |
Asset Retirement Obligation - S
Asset Retirement Obligation - Schedule of Asset Retirement Obligation (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Asset Retirement Obligation Disclosure [Abstract] | ||
Balance, December 31, 2015 | $ 17,906 | |
Accretion expense | 412 | |
Releases | ||
Revisions to cost estimates | (412) | |
Balance, June 30, 2016 | $ 17,906 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) $ in Thousands | Feb. 02, 2015 | Sep. 22, 2014 | Jun. 30, 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 | May 27, 2016 | Feb. 24, 2016 | Jan. 03, 2016 | Mar. 03, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | May 12, 2016 |
Shares issued for services, shares | 1,550,000 | ||||||
Number of shares cancelled | 150,000 | ||||||
Number of stock options, granted | 250,000 | ||||||
Common stock exercise price per share | $ 0.50 | ||||||
Stock compensation expense | $ 0 | $ 85 | |||||
Joseph Marchal [Member] | |||||||
Number of warrant issued to purchase common stock | 125,000 | ||||||
Edward Brogen [Member] | |||||||
Number of warrant issued to purchase common stock | 125,000 | ||||||
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 | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 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 | 150,000 |
Weighted Average Exercise Price Options Outstanding Beginning Balance | $ 0.50 | |
Weighted Average Exercise Price Options Granted | 0.50 | |
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] | 6 Months Ended |
Jun. 30, 2016$ / sharesshares | |
Total Warrants | 9,447,500 |
June 30, 2015 Offering [Member] | |
Total Warrants | 2,500,000 |
Exercise Price | $ / shares | $ 1 |
Expiration date | Jun. 30, 2018 |
October 31, 2015 Offering - Series A Warrants [Member] | |
Total Warrants | 3,130,000 |
Exercise Price | $ / shares | $ .75 |
Expiration date | Oct. 31, 2017 |
October 31, 2015 Offering - Series B Warrants [Member] | |
Total Warrants | 3,130,000 |
Exercise Price | $ / shares | $ 1.50 |
Expiration date | Oct. 31, 2018 |
November 10, 2015 Offering [Member] | |
Total Warrants | 437,500 |
Exercise Price | $ / shares | $ 2 |
Expiration date | Nov. 10, 2018 |
May 2016 Bridge Loans [Member] | |
Total Warrants | 250,000 |
Exercise Price | $ / shares | $ 1 |
Expiration date | Jun. 28, 2019 |
Equity - Schedule of Warrants A
Equity - Schedule of Warrants Activity (Details) - Warrant [Member] - $ / shares | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Number of Stock Warrants Outstanding Beginning Balance | 9,197,500 | |
Number of Stock Warrants, Granted | 250,000 | 2,280,000 |
Number of Stock Warrants, Exercised | ||
Number of Stock Warrants, Cancelled | ||
Number of Stock Warrants Outstanding Ending Balance | 9,447,500 | 2,280,000 |
Weighted Average Exercise Price Warrants Outstanding Beginning Balance | $ 1.13 | |
Weighted Average Exercise Price Warrants Granted | 1 | 1 |
Weighted Average Exercise Price Warrants Exercised | ||
Weighted Average Exercise Price Warrants Cancelled | ||
Weighted Average Exercise Price Warrants Outstanding Ending Balance | $ 1.13 | $ 1 |