STOCKHOLDERS' EQUITY | 6 Months Ended |
Jun. 30, 2014 |
STOCKHOLDERS' EQUITY [Abstract] | ' |
STOCKHOLDERS' EQUITY | ' |
NOTE 6- | STOCKHOLDERS' EQUITY | | | | | | | | | | | | | | | | | | | | | | | |
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Preferred Stock |
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The Company was established on June 2, 2006 with 10,000,000 shares of preferred stock authorized with a par value of $0.001. The Company has not issued any preferred stock. |
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Common Stock |
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The Company was established on June 2, 2006 with 100,000,000 shares of common stock authorized with a par value of $0.001. On December 8, 2011, the Company amended the authorized stock to 150,000,000 shares. |
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At incorporation, the Company issued 40,000,000 shares of common stock to the Company's founders at par value of $40,000 for services rendered by the founders. |
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In November 2010, the Company issued 20,000,000 shares of common stock for $60,000 to investors ($0.003 per share - 33 investors). |
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In 2011, the Company issued: |
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| · | 5,000,000 shares of common stock on June 9, 2011 to acquire mining rights at a value of $15,000 which represented a per share value of $0.003 which was the price used in the November 2010 private placement. There was no change in the valuation of the Company from November 2010 to June 2011, therefore the same price was used; | | | | | | | | | | | | | | | | | | | | | | |
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| · | 5,000,000 shares of common stock on June 13, 2011 to board members for services at a value of $15,000 which represented a per share value of $0.003 which was the price used in the November 2010 private placement. There was no change in the valuation of the Company from November 2010 to June 2011, therefore the same price was used; | | | | | | | | | | | | | | | | | | | | | | |
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| · | 1,000,000 shares of common stock on June 13, 2011 for payment of interest on the promissory note of $3,000 which represented a per share value of $0.003 which was the price used in the November 2010 private placement. There was no change in the valuation of the Company from November 2010 to June 2011, therefore the same price was used; | | | | | | | | | | | | | | | | | | | | | | |
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| · | 3,350,000 shares of common stock from June 27, 2011 through October 20, 2011 for cash under a private placement. The Company issued the private placement at $0.20 per share to reflect the recent activity. There was no independent valuation report. The Company raised $670,000 for the shares of common stock. | | | | | | | | | | | | | | | | | | | | | | |
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| · | 1,500,000 shares of common stock on September 19, 2011 under employment agreements for a value of $300,000. The $0.20 value is the same value the Company used in raising funds under their private placement, and there were no changes to that value; and | | | | | | | | | | | | | | | | | | | | | | |
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| · | 250,000 shares of common stock on October 20, 2011 to a consultant who assisted on the engineering of the building for a value of $0.20 per share amounting to $50,000. The $0.20 value is the same value the Company used in raising funds under their private placement, and there were no changes to that value | | | | | | | | | | | | | | | | | | | | | | |
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The methodologies, approaches and assumptions that the Company used are consistent with the American Institute of Certified Public Accountants, "Practice Guide on Valuation of Privately-Held Company Equity Securities Issued as Compensation", considering numerous objective and subjective factors to determine common stock fair market value at each issuance date, including but not limited to the following factors: (a) arm's length private transactions; (b) shares issued for cash as a basis to determine the value for shares issued for services to non-related third parties; and (c) fair value of service provided to non-related third parties as a basis to determine value per share. With respect to the sale of the securities identified above, the Company has relied on the exemption provisions of Section 4(2), Regulation S or Section 3(a) 10 of the Securities Act of 1933, as amended. The sale was made to a sophisticated or accredited investor, as defined in Rule 502, or were issued pursuant to a specific exemption. |
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In 2012, the Company issued: |
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| · | 6,924,000 shares of common stock from September 1, 2012 to December 31, 2012 for $1,731,000 through an S-1 registration statement at $0.25 per share. | | | | | | | | | | | | | | | | | | | | | | |
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In 2013, the Company issued: |
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| · | 1,576,000 shares of common stock from January 1, 2013 to February 28, 2013 for $394,000 through an S-1 registration statement at $0.25 per share. The shares were issued to thirteen different shareholders. | | | | | | | | | | | | | | | | | | | | | | |
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· | 928,000 shares of common stock to nine different shareholders who purchased $232,000 through an S-1 registration statement at $0.25 per share at the end of December 2012. These shares were reflected as a liability for stock to be issued at December 31, 2012. The balance as of March 31, 2013 is $0. | | | | | | | | | | | | | | | | | | | | | | | |
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| · | 2,500,000 shares of common stock on March 4, 2013 pursuant to an executed agreement with 754 2542 Canada Inc. to convert all amounts owing them, CDN$500,000 face value of the promissory note at $0.20 per share. The original promissory note executed between the parties was dated May 13, 2011. This exchange resulted in a loss on conversion of $125,000 and this is reflected in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2013. | | | | | | | | | | | | | | | | | | | | | | |
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| · | 5,000,000 shares of common stock on March 15, 2013 to new Officers of the Company, pursuant to employment agreements, for value at $0.25 per share representing a total compensation expense of $1,250,000. 2,000,000 shares, valued at $500,000, vest immediately and 3,000,000 shares, valued at $750,000, vest quarterly over one year and are reflected as deferred compensation. As of December 31, 2013, $187,500 is reflected as deferred compensation on the consolidated balance sheet. | | | | | | | | | | | | | | | | | | | | | | |
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| · | 1,500,000 shares of common stock were cancelled on March 28, 2013. | | | | | | | | | | | | | | | | | | | | | | |
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| · | 200,000 shares of common stock pursuant to legal services rendered and 200,000 shares of common stock for investor relations valued at $126,000. | | | | | | | | | | | | | | | | | | | | | | |
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| · | 1,700,000 shares of common stock were cancelled on June 11, 2013. | | | | | | | | | | | | | | | | | | | | | | |
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| · | 2,208,000 shares of common stock from August 30, 2013 through October 16, 2013 for cash consideration of $523,564 (CDN$552,000) under a private placement. The Company issued the private placement at $0.25 per share. | | | | | | | | | | | | | | | | | | | | | | |
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| · | On October 30, 2013 and November 27, 2013, the Company entered into binding agreements for the asset acquisitions of an undivided one hundred percent (100%) interest in certain mineral claims and mining assets located in the Province of Quebec's Montauban and Chavigny townships near Grondines West, in the county of Portneuf, specifically Mining Lease BM 748 and Mining Concession CM 410. The purchase price was CDN$75,000 together with the issuance of 1,050,000 common shares of the Company. The common shares for the acquisition were valued at their fair market value on the day they were issued which totaled $496,860. | | | | | | | | | | | | | | | | | | | | | | |
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| | In connection with the asset purchase, the Company also issued 40,000 shares of common stock to a former supplier of the vendor for mining related information of the assets purchased valued at $20,000 along with cash consideration of CDN$20,000. | | | | | | | | | | | | | | | | | | | | | | |
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| · | On November 26, 2013, the Company issued 500,000 common stock shares for investor relations. The common shares were valued at $224,900 representing their fair value on November 26, 2013. | | | | | | | | | | | | | | | | | | | | | | |
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· | On December 9, 2013, 50,000 options were exercised by a Director of the Company, at an exercise price of $0.25, for total proceeds of $12,500. The $0.25 exercise price was in accordance with the Company's Stock Incentive Plan. | | | | | | | | | | | | | | | | | | | | | | | |
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| · | On December 23, 2013, the Company closed a flow-through financing transaction for $472,217 (CDN$500,000) from investors in exchange for 1,000,000 common stock shares and 500,000 warrants. The warrants are exercisable at $0.75 and expire in 2 years. Under Canadian law, the Company also paid finders' fees of $50,000 in cash and 100,000 warrants that are exercisable at $0.50 and expire in 2 years. The flow-through financing requires the Company to spend substantially all of the funds raised on specific mining exploration activities. | | | | | | | | | | | | | | | | | | | | | | |
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In 2014, the Company issued: |
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| · | On January 10, 2014, the Company entered into an asset purchase agreement for an undivided one hundred percent (100%) interest in certain mineral claims located in the Province of Quebec's Montauban and Chavigny townships near Grondines West, in the county of Portneuf, including claims, rights, concessions and leases. The purchase price was CDN$70,000, 1,000,000 common shares of the Company and a one percent (1%) net smelter return ("NSR"). The common shares for the acquisition will be valued at their fair market value on the day they were issued which totaled $340,000. | | | | | | | | | | | | | | | | | | | | | | |
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| · | On February 19, 2014, Ronald K. Mann, the Company's Chief Executive Officer and President, resigned his position. In connection with the departure, 1,500,000 vested common shares that he received as compensation were returned to the Company. | | | | | | | | | | | | | | | | | | | | | | |
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| · | On March 4, 2014, 50,000 stock options were exercised by a Director of the Company, at an exercise price of $0.25, for total proceeds of $12,500. The $0.25 exercise price was in accordance with the Company's Stock Incentive Plan. | | | | | | | | | | | | | | | | | | | | | | |
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| · | On June 3, 2014, the Company issued 400,000 shares for investor relations. The common shares were valued at $121,500 representing their fair value on June 3, 2014. | | | | | | | | | | | | | | | | | | | | | | |
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On March 17, 2014, the Company increased the authorized amount of common stock from 150,000,000 common shares to 500,000,000 common shares. There were no changes to the authorized amount of preferred stock. |
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As of June 30, 2014, the Company has 95,026,000 shares of common stock issued and outstanding. |
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Stock Options |
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On August 12, 2013, the Company approved and enacted the 2013 Stock Incentive Plan (the "Plan"). Under the 2013 Stock Incentive Plan, the Company may grant options or share awards to its full-time employees, executive officers, directors and consultants up to a maximum of 8,000,000 common shares. Under the Plan, the exercise price of each option has been established at $0.25. Stock options vest as stipulated in the stock option agreement and their maximum term is 8 years. |
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The following table summarizes information about the Company's stock options as of June 30, 2014 and December 31, 2013: |
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| | 30-Jun-14 | | | 31-Dec-13 | | | | | | | | | |
| | | | | Weigthed | | | | | | Weigthed | | | | | | | | | |
| | | | | average | | | | | | average | | | | | | | | | |
| | Number of | | | exercise | | | Number of | | | exercise | | | | | | | | | |
| | options | | | price | | | options | | | price | | | | | | | | | |
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Options outstanding, beginning of period | | | 1,283,000 | | | $ | 0.25 | | | | - | | | $ | - | | | | | | | | | |
Granted | | | - | | | | - | | | | 1,333,000 | | | | 0.25 | | | | | | | | | |
Exercised | | | (50,000 | ) | | | (0.25 | ) | | | (50,000 | ) | | | (0.25 | ) | | | | | | | | |
Forfeited | | | (600,000 | ) | | | (0.25 | ) | | | - | | | | - | | | | | | | | | |
Expired | | | - | | | | - | | | | - | | | | - | | | | | | | | | |
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| | | 633,000 | | | | 0.25 | | | | 1,283,000 | | | | 0.25 | | | | | | | | | |
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The following table summarizes the ranges of exercise prices of outstanding and exercisable options held by officers and directors as of June 30, 2014: |
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| 30-Jun-14 | | | 30-Jun-14 | | | | |
| Options Outstanding | | | Options Exercisable | | | | |
| | | | | Weigthed | | | | Weigthed | | | | | | | Weigthed | | | | Weigthed | | | | |
| | | | | average | | | | average | | | | | | | average | | | | average | | | | |
| Number of | | | | remaining | | | | exercise | | | Number of | | | | remaining | | | | exercise | | | | |
| options | | | | life (years) | | | | price | | | options | | | | life (years) | | | | price | | | | |
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$ 0.25 | 633,000 | | | | 7.13 | | | $ | 0.25 | | | 558,000 | | | | 7.13 | | | $ | 0.25 | | | | |
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There were no stock options granted during the six months ended June 30, 2014. The fair value of the stock options granted during the year ended December 31, 2013 amounted to $239,930 and was determined using the Black-Scholes option-pricing model using the following weighted-average assumptions: |
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Risk-free interest rate | | | 0.32% | | | | | | | | | | | | | | | | | | | | | |
Dividend yield | | | - | | | | | | | | | | | | | | | | | | | | | |
Volatility | | | 152.50% | | | | | | | | | | | | | | | | | | | | | |
Expected life in years | | 2 years | | | | | | | | | | | | | | | | | | | | | |
Exercise price | | $ | 0.25 | | | | | | | | | | | | | | | | | | | | | |
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Stock options-based compensation expense included in the condensed consolidated statements of operations and comprehensive loss for the six and three months ended June 30, 2014 and 2013 was $52,490 and $0, respectively, and $22,499 and $0, respectively. |
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Warrants |
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The following table summarizes the Company's share warrants outstanding as of June 30, 2014 and December 31, 2013: |
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| | 30-Jun-14 | | | 31-Dec-13 | |
| | | | | Weighted | | | Weigthed | | | | | | Weighted | | | Weigthed | |
| | | | | average | | | average | | | | | | average | | | average | |
| | Number of | | | remaining | | | exercise | | | Number of | | | remaining | | | exercise | |
| | warrants | | | life (years) | | | price | | | warrants | | | life (years) | | | price | |
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Warrants outstanding, beginning of period | | | 600,000 | | | | 2 | | | $ | 0.71 | | | | - | | | | - | | | $ | - | |
Granted | | | 940,625 | | | | 1.8 | | | | 0.63 | | | | 600,000 | | | | 2 | | | | 0.71 | |
Exercised | | | - | | | | - | | | | | | | | - | | | | - | | | | | |
Expired | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | |
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Warrants outstanding, end of period | | | 1,540,625 | | | | 1.7 | | | $ | 0.66 | | | | 600,000 | | | | 2 | | | $ | 0.71 | |
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The following table summarizes the ranges of exercise prices of outstanding warrants as of June 30, 2014: |
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| | 30-Jun-14 | | | | | | | | | | | | | |
| | Warrants Outstanding | | | | | | | | | | | | | |
| | | | | Weighted | | | Weigthed | | | | | | | | | | | | | |
| | | | | average | | | average | | | | | | | | | | | | | |
| | Number of | | | remaining | | | exercise | | | | | | | | | | | | | |
| | options | | | life (years) | | | price | | | | | | | | | | | | | |
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$ 0.30 | | | 250,000 | | | | 0.9 | | | | 0.3 | | | | | | | | | | | | | |
$ 0.50 | | | 100,000 | | | | 1.5 | | | $ | 0.5 | | | | | | | | | | | | | |
$ 0.75 | | | 1,190,625 | | | | 1.8 | | | | 0.75 | | | | | | | | | | | | | |
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| | | 1,540,625 | | | | 1.7 | | | $ | 0.66 | | | | | | | | | | | | | |