Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Sep. 30, 2016 | Dec. 07, 2016 | Mar. 31, 2016 | |
Document and Entity Information: | |||
Entity Registrant Name | Oroplata Resources, Inc. | ||
Document Type | 10-K | ||
Document Period End Date | Sep. 30, 2016 | ||
Trading Symbol | orrp | ||
Amendment Flag | false | ||
Entity Central Index Key | 1,576,873 | ||
Current Fiscal Year End Date | --09-30 | ||
Entity Common Stock, Shares Outstanding | 59,136,943 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Entity Public Float | $ 45,000 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2016 | Sep. 30, 2015 |
Current assets | ||
Cash | $ 90,040 | $ 9,946 |
Prepaid expenses | 0 | 1,000 |
Total assets | 90,040 | 10,946 |
Current liabilities | ||
Accounts payable and accrued liabilities | 95,208 | 20,016 |
Due to related parties | 178,146 | 81,650 |
Convertible notes payable, net of unamortized discount of $198,321 and $nil, respectively | 32,679 | 0 |
Total current liabilities | 306,033 | 101,666 |
Note payable | 303,000 | 0 |
Total liabilities | 609,033 | 101,666 |
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Common Stock Authorized: 500,000,000 common shares with a par value of $0.001 per share Issued and outstanding: 57,136,943 and 40,000,000 common shares, respectively | 57,137 | 40,000 |
Additional paid-in capital | 27,925,770 | 40,000 |
Deficit | (28,501,900) | (170,720) |
Total stockholders' equity (deficit) | (518,993) | (90,720) |
Total liabilities and stockholders' equity (deficit) | $ 90,040 | $ 10,946 |
Consolidated Balance Sheets Par
Consolidated Balance Sheets Parentheticals - USD ($) | Sep. 30, 2016 | Sep. 30, 2015 |
Parentheticals | ||
Unamortized discount on Convertible notes payable | $ 198,231 | $ 0 |
Common Stock, par value | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 500,000,000 | 500,000,000 |
Common Stock, shares issued | 57,136,943 | 40,000,000 |
Common Stock, shares outstanding | 57,136,943 | 40,000,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
REVENUE: | ||
Revenues | $ 0 | $ 0 |
Expenses | ||
Exploration costs | 152,500 | 10,700 |
General and administrative | 1,089,583 | 27,288 |
Impairment of mineral property | 27,051,848 | 0 |
Net loss before other expenses | (28,293,931) | (37,988) |
Other expenses | ||
Interest expense | 37,249 | 0 |
Net loss | $ (28,331,180) | $ (37,988) |
Net loss per share, basic and diluted | $ (0.66) | $ 0 |
Weighted average shares outstanding | 43,239,306 | 40,000,000 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Deficit - USD ($) | Common Shares Number | Common Shares Amount | Additional Paid-In Capital | Deficit | Total |
Balance at Sep. 30, 2014 | 40,000,000 | 40,000 | 40,000 | (132,732) | (52,732) |
Net loss for the year | $ 0 | $ 0 | $ (37,988) | $ (37,988) | |
Balance at Sep. 30, 2015 | 40,000,000 | 40,000 | 40,000 | (170,720) | (90,720) |
Shares issued to acquire mineral property | 16,636,943 | 16,637 | 26,935,211 | 0 | 26,951,848 |
Shares issued for services | 500,000 | 500 | 424,500 | 0 | 425,000 |
Fair value of cashless warrants | $ 0 | $ 295,059 | $ 0 | $ 295,059 | |
Fair value of beneficial conversion feature | 0 | 231,000 | 0 | 231,000 | |
Net loss for the year | $ 0 | $ 0 | $ (28,331,180) | $ (28,331,180) | |
Balance at Sep. 30, 2016 | 57,136,943 | 57,137 | 27,925,770 | (28,501,900) | (518,993) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Operating Activities | ||
Net loss | $ (28,331,180) | $ (37,988) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Accretion expense | 32,679 | 0 |
Fair value of cashless warrants | 295,059 | 0 |
Impairment loss on mineral property | 27,051,848 | 0 |
Shares issued for services | 425,000 | 0 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 1,000 | (1,000) |
Accounts payable and accrued liabilities | 75,192 | 6,047 |
Due to related parties | 48,000 | 0 |
Net Cash Used In Operating Activities | (402,402) | (32,941) |
Investing Activities | ||
Mineral property acquisition costs | (100,000) | 0 |
Net Cash Used In Investing Activities | (100,000) | 0 |
Financing Activities | ||
Advances from related parties | 48,496 | 20,639 |
Proceeds from issuance of notes payable | 534,000 | 0 |
Net Cash Provided By Financing Activities | 582,496 | 20,639 |
Increase (decrease) in Cash | 80,094 | (12,302) |
Cash - Beginning of Period | 9,946 | 22,248 |
Cash - End of Period | 90,040 | 9,946 |
Non-cash investing and financing activities: | ||
Shares issued for acquisition of mineral properties | 26,951,848 | 0 |
Discount on convertible debenture | 198,321 | 0 |
Supplemental Disclosures | ||
Interest paid | 0 | 0 |
Income tax paid | $ 0 | $ 0 |
Organization and Nature of Oper
Organization and Nature of Operations | 12 Months Ended |
Sep. 30, 2016 | |
Organization and Nature of Operations | |
Organization and Nature of Operations | 1. Organization and Nature of Operations Oroplata Resources Inc. (the Company) was incorporated under the laws of the state of Nevada on October 6, 2011 for the purpose of acquiring and developing mineral properties. The Company has a wholly-owned subsidiary called Oroplata Exploraciones E Ingenieria SRL, which was incorporated in the Dominican Republic on January 10, 2012. On July 26, 2016, the Company incorporated Lithortech Resources Inc., a Nevada company, as a wholly-owned subsidiary. The Company currently holds mineral rights in the Dominican Republic and in the Western Nevada Basin of Nye County in the state of Nevada. Going Concern These consolidated financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. As at September 30, 2016, the Company has not earned revenue, has a working capital deficit of $215,993, and an accumulated deficit of $28,501,900. The continuation of the Company as a going concern is dependent upon the continued financial support from its management, and its ability to identify future investment opportunities and obtain the necessary debt or equity financing, and generating profitable operations from the Companys future operations. If the Company is able to obtain financing, there is no certainty that terms will be favorable to the Company. These factors raise substantial doubt regarding the Companys ability to continue as a going concern. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Sep. 30, 2016 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies (a) Basis of Presentation The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (US GAAP) and are expressed in U.S. dollars. The Companys fiscal year end is September 30. (b) Cash and Cash Equivalents The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. As of September 30, 2016 and 2015, there were no cash equivalents. (c) Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the fair value of stock-based compensation, recoverability of long-lived assets, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Companys estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. (d) Long-Lived Assets Long-lived assets, such as property and equipment, mineral properties, and purchased intangibles with finite lives (subject to amortization), are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable in accordance with Accounting Standards Codification topic 360 Property, Plant, and Equipment. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability of assets is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by an asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized as the amount by which the carrying amount exceeds the estimated fair value of the asset. The estimated fair value is determined using a discounted cash flow analysis. Any impairment in value is recognized as an expense in the period when the impairment occurs. (e) Asset Retirement Obligations The Company follows the provisions of ASC 410, Asset Retirement and Environmental Obligations (f) Loss per Share The Company computes net income (loss) per share in accordance with ASC 260, Earnings per Share (g) Foreign Currency Translation The Companys functional and reporting currency is the United States dollar. Foreign currency transactions are primarily undertaken in Canadian dollars. Foreign currency transactions are translated to United States dollars in accordance with ASC 830, Foreign Currency Translation Matters (h) Comprehensive Loss ASC 220, Comprehensive Income (i) Revenue Recognition Revenue from the sale of minerals will be recognized when a contract is in place and minerals are delivered to the customer. (j) Financial Instruments Pursuant to ASC 820, Fair Value Measurements and Disclosures Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Companys financial instruments consist principally of cash, accounts payable and accrued liabilities, amounts due to related parties, convertible debt, and notes payable. Pursuant to ASC 820, the fair value of cash is determined based on Level 1 inputs, which consist of quoted prices in active markets for identical assets. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. (k) Income Taxes The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, Accounting for Income Taxes Due to the Companys net loss position from inception on October 6, 2011 to September 30, 2016, there was no provision for income taxes recorded. As a result of the Companys losses to date, there exists doubt as to the ultimate realization of the deferred tax assets. Accordingly, a valuation allowance equal to the total deferred tax assets has been recorded at September 30, 2016. The Company may be subject to a reassessment of income taxes, as U.S. state statutes of limitations for income tax assessment vary from state to state. The Company recognizes interest and penalties related to uncertain tax positions in tax expense. During the years ended September 30, 2016 and 2015, there were no charges for interest or penalties. (l) Stock-based Compensation The Company records stock-based compensation in accordance with ASC 718, Compensation Stock Compensation (m) Mineral Property Costs Mineral property acquisition costs are capitalized as incurred. Exploration and evaluation costs are expensed as incurred until proven and probable reserves are established. The Company assesses the carrying costs for impairment under ASC 360, Property, Plant, and Equipment at each fiscal quarter end. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs then incurred to develop such property, are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserve. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations. (n) Advertising and Marketing Costs The Company expenses advertising and marketing development costs as incurred. (o) Recent Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Mineral Property
Mineral Property | 12 Months Ended |
Sep. 30, 2016 | |
Mineral Property | |
Mineral Property | 3. Mineral Property (a) The Company has acquired the mineral rights to the Mogollon claim located in the Province of San Juan near the villages of Solorin and El Toro in the Dominican Republic for a price of $10,000 which included the cost of a geological report. (b) On June 1, 2016, the Company acquired the mineral rights to 500 lithium claims situated in the Railroad Valley in the Western Nevada Basin of Nye County, Nevada in exchange for $100,000 and the issuance of 16,000,000 common shares of the Company to be issued on June 15, 2016. The agreement is subject to a 2% net smelter return from the production or sale of minerals from the claims and may be reduced to 1% on a one-time payment of $1,000,000 at any time prior to commencement of commercial production. Furthermore, the Company is required to incur exploration expenditures of $77,500 prior to July 31, 2016. In July 2016, the agreement was amended to remove the net smelter return and in exchange, the Company issued an additional 636,943 common shares. Refer to Note 6. The total consideration given for the mineral rights was $27,051,848 which includes the $100,000 payment and the 16,636,943 shares of common stock valued at $26,951,848. The total amount of $27,051,548 was impaired and recorded as an impairment loss for the year ended September 30, 2016. |
Notes Payable
Notes Payable | 12 Months Ended |
Sep. 30, 2016 | |
Notes Payable: | |
Notes Payable | 4. Notes Payable (a) On July 18, 2016, the Company entered into a loan agreement with a non-related party for proceeds of $121,000. The amount owing is unsecured, bears interest at 10% per annum, and is due on April 18, 2017, and is convertible into common shares of the Company at $0.50 per share. During the year ended September 30, 2016, the Company recorded a beneficial conversion feature of $121,000 (2015 - $nil), and recorded accretion expense of $32,679 (2015 - $nil). As at September 30, 2016, the carrying value of the note payable is $32,679 (2015 - $nil), the unamortized discount on the note is $88,321 (2015 - $nil), and accrued interest of $3,279 (2015 - $nil) has been recorded in accounts payable and accrued liabilities. As an incentive for the loan, the Company issued 121,000 cashless warrants to the note holder as a bonus incentive, which has an exercise price of $0.50 per warrant until July 18, 2021. The fair value of the cashless warrants was $229,069, and was calculated using the Black-Scholes option pricing model assuming no expected dividends, volatility of 239%, and risk-free rate of 1%. (b) On September 28, 2016, the Company entered into a loan agreement with a non-related party for proceeds up to $550,000. On September 30, 2016, the Company received proceeds of $110,000. The amount owing is unsecured, bears interest at 10% per annum, and is due on September 30, 2017, and is convertible into common shares of the Company at $0.10 per share. During the year ended September 30, 2016, the Company recorded a beneficial conversion feature of $110,000 (2015 - $nil). As at September 30, 2016, the carrying value of the note payable is $nil (2015 - $nil), and the unamortized discount on the note is $110,000 (2015 - $nil). As an incentive for the loan, the Company issued 121,000 cashless warrants to the note holder as a bonus incentive, which has an exercise price of $0.50 per warrant until September 30, 2021. The fair value of the cashless warrants was $65,990, and was calculated using the Black-Scholes option pricing model assuming no expected dividends, volatility of 233%, and risk-free rate of 1%. (c) On June 15, 2016, the Company entered into a loan agreement with a non-related party for proceeds up to $400,000. During the year ended September 30, 2016, the Company received proceeds of $303,000 (2015 - $nil) on the loan. The loan is unsecured, bears interest at 2.5% per annum, and is due on or before June 15, 2018. As at September 30, 2016, accrued interest of $1,289 (2015 - $nil) has been recorded in accounts payable and accrued liabilities. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Sep. 30, 2016 | |
Related Party Transactions: | |
Related Party Transactions | 5. Related Party Transactions (a) As at September 30, 2016, the Company owes $120,146 (2015 - $81,650) to the former Chief Executive Officer and Director of the Company for advances to the Company to fund day-to-day operations. The amounts owing are unsecured, non-interest bearing, and due on demand. During the year ended September 30, 2016, the Company received advances of $38,496 (2015 - $20,265) from the former Chief Executive Officer and Director of the Company. (b) As at September 30, 2016, the Company owes $33,000 (2015 - $nil) to the Chief Executive Officer and Director of the Company for advances to the Company to fund day-to-day operations and accrued management fees. The amounts owing are unsecured, non-interest bearing, and due on demand. During the year ended September 30, 2016, the Company received advances of $10,000, recorded management fees of $30,000, and repaid $7,000 to the Chief Executive Officer and Director of the Company. (c) As at September 30, 2016, the Company owes $25,000 to directors of the Company for accrued management fees. The amounts owing are unsecured, non-interest bearing, and due on demand. During the year ended September 30, 2016, the Company recorded management fees of $30,000 and repaid $5,000 to the directors of the Company. |
Common Shares
Common Shares | 12 Months Ended |
Sep. 30, 2016 | |
Common Shares | |
Common Shares | 6. Common Shares The Companys authorized common stock consists of 500,000,000 shares of common stock, with par value of $0.001. (a) On October 14, 2011, the Company issued 40,000,000 shares of its common stock to its sole director and officer at $0.002 per share, for net proceeds of $80,000. On March 31, 2015 there were 41 registered holders of record of our common stock due to our sole director and officer selling 15,000,000 common shares under the Companys effective Form S-1 registration statement to these shareholders. The Company did not receive any proceeds from the sale of these shares. (b) On May 31, 2016, the former Chief Executive Officer and Director of the Company sold 25,000,000 common shares of the Company to the Chief Executive Officer and Director of the Company for proceeds of $25,000 in a private sale. The transaction has no impact on the issued and outstanding common shares of the Company. (c) On June 15, 2016, the Company acquired mineral properties in Nye County, Nevada from Plateau Ventures LLC (Plateau), a non-related party, in exchange for the issuance of 16,636,943 common shares of the Company with a fair value of $26,951,848, which is the end of day trading price of the Companys common shares on the date of the agreement which was the date that the shares became issuable. The common shares were issued on July 22, 2016. (d) On August 19, 2016, the Company issued 500,000 common shares with a fair value of $425,000 to a consultant for services. The fair value of the common shares is based on the end of day trading price of the Companys common shares on the date of issuance. |
Cashless Warrants
Cashless Warrants | 12 Months Ended |
Sep. 30, 2016 | |
Cashless Warrants: | |
Cashless Warrants | 7. Cashless Warrants Number of cashless warrants Weighted average exercise price $ Balance, September 30, and 2015 Granted 242,000 0.50 Exercised Forfeited Balance, September 30, 2016 242,000 0.50 Additional information regarding cashless warrants as of September 30, 2016, is as follows: Outstanding and exercisable Range of Exercise Prices $ Number of Cashless Warrants Weighted Average Remaining Contractual Life (years) 0.50 242,000 4.9 The fair values for cashless warrants granted have been estimated using the Black-Scholes option pricing model assuming no expected dividends and the following weighted average assumptions: 2016 2015 Risk-free interest rate 1.00% Expected life (in years) 5.0 Expected volatility 236% |
Commitments
Commitments | 12 Months Ended |
Sep. 30, 2016 | |
Commitments: | |
Commitments | 8. Commitments (a) On July 1, 2016, the Company entered into management agreements as follows: · Chief Executive Officer and Director of the Company for a twelve month term with monthly management fees of $10,000 in addition to reasonable out-of-pocket expenses and any pre-approved travel expenses; · Director of the Company for a three month term with monthly management fees of $5,000 in addition to reasonable out-of-pocket expenses and any pre-approved travel expenses; and · Director of the Company for a three month term with monthly management fees of $5,000 in addition to reasonable out-of-pocket expenses and any pre-approved travel expenses. (b) On July 1, 2016, the Company entered into consulting agreements as follows: · Consultant for general business, business development, and corporate advice for a period of six months at a rate of $5,000 per month; · Consultant for business development and field technician services for a period of six months at a rate of $3,000 per month; · Consultant for business development and field technician services for a period of six months at a rate of $5,000 per month; and · Consultant for administrative assistance and translation services for a period of six months at a rate of $2,000 per month. (c) On August 10, 2016, the Company entered into a consulting agreement with a consultant for general business, business development, and corporate advice for a period of six months at a rate of $10,000 per month. |
Income Taxes
Income Taxes | 12 Months Ended |
Sep. 30, 2016 | |
Income Taxes: | |
Income Taxes | 9. Income Taxes The Company has $1,122,314 of net operating losses carried forward to offset taxable income in future years which expire commencing in fiscal 2032. The income tax benefit differs from the amount computed by applying the US federal income tax rate of 30% to net loss before income taxes. As at September 30, 2016 and 2015, the Company had no uncertain tax positions. The Company has three open tax years for federal income tax purposes. September 30, 2016 $ September 30, 2015 $ Net loss before taxes 28,331,180 37,988 Statutory rate 30% 30% Computed expected tax recovery 8,499,354 11,397 Permanent differences and other (8,213,876) Change in valuation allowance (285,478) (11,397) Income tax provision The significant components of deferred income tax assets and liabilities as at September 30, 2016 and 2015 after applying enacted corporate income tax rates are as follows: 2016 $ 2015 $ Net operating losses carried forward 336,694 51,216 Valuation allowance (336,694) (51,216) Net deferred tax asset |
Subsequent Events
Subsequent Events | 12 Months Ended |
Sep. 30, 2016 | |
Subsequent Events: | |
Subsequent Events | 10. Subsequent Events We have evaluated subsequent events through to the date of issuance of the consolidated financial statements, and did not have any material recognizable subsequent events after September 30, 2016 with the exception of the following: In November 2016, the Company issued 2,000,000 common shares to Plateau Ventures LLC as settlement, in lieu of payment of $1,000,000, to reduce the net smelter return from 2% to 1%. |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 12 Months Ended |
Sep. 30, 2016 | |
Significant Accounting Policies (Policies): | |
Basis of Presentation | (a) Basis of Presentation The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (US GAAP) and are expressed in U.S. dollars. The Companys fiscal year end is September 30. |
Cash and Cash Equivalents, Policy | (b) Cash and Cash Equivalents The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. As of September 30, 2016 and 2015, there were no cash equivalents. |
Use of Estimates, Policy | (c) Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the fair value of stock-based compensation, recoverability of long-lived assets, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Companys estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. |
Long-Lived Assets, Policy | (d) Long-Lived Assets Long-lived assets, such as property and equipment, mineral properties, and purchased intangibles with finite lives (subject to amortization), are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable in accordance with Accounting Standards Codification topic 360 Property, Plant, and Equipment. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability of assets is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by an asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized as the amount by which the carrying amount exceeds the estimated fair value of the asset. The estimated fair value is determined using a discounted cash flow analysis. Any impairment in value is recognized as an expense in the period when the impairment occurs. |
Asset Retirement Obligations, Policy | (e) Asset Retirement Obligations The Company follows the provisions of ASC 410, Asset Retirement and Environmental Obligations |
Loss Per Share, Policy | (f) Loss per Share The Company computes net income (loss) per share in accordance with ASC 260, Earnings per Share |
Foreign Currency Translation | (g) Foreign Currency Translation The Companys functional and reporting currency is the United States dollar. Foreign currency transactions are primarily undertaken in Canadian dollars. Foreign currency transactions are translated to United States dollars in accordance with ASC 830, Foreign Currency Translation Matters |
Comprehensive Loss | (h) Comprehensive Loss ASC 220, Comprehensive Income |
Revenue Recognition, Policy | (i) Revenue Recognition Revenue from the sale of minerals will be recognized when a contract is in place and minerals are delivered to the customer. |
Financial Instruments, Policy | (j) Financial Instruments Pursuant to ASC 820, Fair Value Measurements and Disclosures Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Companys financial instruments consist principally of cash, accounts payable and accrued liabilities, amounts due to related parties, convertible debt, and notes payable. Pursuant to ASC 820, the fair value of cash is determined based on Level 1 inputs, which consist of quoted prices in active markets for identical assets. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. |
Income Taxes, Policy | (k) Income Taxes The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, Accounting for Income Taxes Due to the Companys net loss position from inception on October 6, 2011 to September 30, 2016, there was no provision for income taxes recorded. As a result of the Companys losses to date, there exists doubt as to the ultimate realization of the deferred tax assets. Accordingly, a valuation allowance equal to the total deferred tax assets has been recorded at September 30, 2016. The Company may be subject to a reassessment of income taxes, as U.S. state statutes of limitations for income tax assessment vary from state to state. The Company recognizes interest and penalties related to uncertain tax positions in tax expense. During the years ended September 30, 2016 and 2015, there were no charges for interest or penalties. |
Stock-based Compensation, Policy | (l) Stock-based Compensation The Company records stock-based compensation in accordance with ASC 718, Compensation Stock Compensation |
Mineral Property Costs | (m) Mineral Property Costs Mineral property acquisition costs are capitalized as incurred. Exploration and evaluation costs are expensed as incurred until proven and probable reserves are established. The Company assesses the carrying costs for impairment under ASC 360, Property, Plant, and Equipment at each fiscal quarter end. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs then incurred to develop such property, are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserve. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations. |
Advertising and Marketing Costs | n) Advertising and Marketing Costs The Company expenses advertising and marketing development costs as incurred. |
Recent Accounting Pronouncements | (o) Recent Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Schedule of Cashless Warrants (
Schedule of Cashless Warrants (Tables) | 12 Months Ended |
Sep. 30, 2016 | |
Schedule of Cashless Warrants: | |
Schedule of Cashless Warrants | Number of cashless warrants Weighted average exercise price $ Balance, September 30, and 2015 Granted 242,000 0.50 Exercised Forfeited Balance, September 30, 2016 242,000 0.50 Additional information regarding cashless warrants as of September 30, 2016, is as follows: Outstanding and exercisable Range of Exercise Prices $ Number of Cashless Warrants Weighted Average Remaining Contractual Life (years) 0.50 242,000 4.9 |
Schedule of Fair Value of Cashless Warrants Granted Estimated Using Black-Scholes Options Pricing Model | The fair values for cashless warrants granted have been estimated using the Black-Scholes option pricing model assuming no expected dividends and the following weighted average assumptions: 2016 2015 Risk-free interest rate 1.00% Expected life (in years) 5.0 Expected volatility 236% |
Schedule of Income Taxes (Table
Schedule of Income Taxes (Tables) | 12 Months Ended |
Sep. 30, 2016 | |
Schedule of Income Taxes: | |
Schedule of Components of Income Tax Expense (Benefit) | As at September 30, 2016 and 2015, the Company had no uncertain tax positions. The Company has three open tax years for federal income tax purposes. September 30, 2016 $ September 30, 2015 $ Net loss before taxes 28,331,180 37,988 Statutory rate 30% 30% Computed expected tax recovery 8,499,354 11,397 Permanent differences and other (8,213,876) Change in valuation allowance (285,478) (11,397) Income tax provision |
Schedule of Significant Components of deferred income tax assets and liabilities | The significant components of deferred income tax assets and liabilities as at September 30, 2016 and 2015 after applying enacted corporate income tax rates are as follows: 2016 $ 2015 $ Net operating losses carried forward 336,694 51,216 Valuation allowance (336,694) (51,216) Net deferred tax asset |
Going Concern (Details)
Going Concern (Details) | Sep. 30, 2016USD ($) |
Going Concern Details | |
Working capital deficit | $ 215,993 |
Accumulated deficit | $ 28,501,900 |
Mineral Property (Details)
Mineral Property (Details) - USD ($) | Sep. 30, 2016 | Jun. 01, 2016 |
Mineral Property Details | ||
Cost of a geological report | $ 10,000 | |
Nevada in exchange for $100,000 issuance of common shares of the Company | 16,000,000 | |
Net smelter return from the production | 2.00% | |
Sale of minerals from the claims may be reduced to | 1.00% | |
One-time payment of any time prior to commencement of commercial production | $ 1,000,000 | |
Company is required to incur exploration expenditures | $ 77,500 | |
Company issued an additional common shares | 636,943 | |
Total consideration for the mineral rights | $ 27,051,848 | |
Total consideration for the mineral rights of common stock | 26,951,848 | |
Shares of common stock | 16,636,943 | |
Shares of common stock valued at | $ 26,951,848 |
Impairment loss (Details)
Impairment loss (Details) | 12 Months Ended |
Sep. 30, 2016USD ($) | |
Impairment loss Details | |
Recorded an impairment loss | $ 27,051,848 |
Notes Payable (Narrative) (Deta
Notes Payable (Narrative) (Details) - USD ($) | Sep. 30, 2016 | Sep. 28, 2016 | Jul. 18, 2016 | Jun. 15, 2016 | Sep. 30, 2015 |
Notes Payable Details | |||||
Company entered into a loan agreement with a non-related party for proceeds | $ 110,000 | $ 550,000 | $ 121,000 | $ 400,000 | |
Amount owing is unsecured, bears interest per annum | 10.00% | 10.00% | 10.00% | 2.50% | |
Amount owing convertible into common shares of the Company per share | $ 0.10 | $ 0.10 | $ 0.50 | ||
Carrying value of the note payable | $ 32,679 | $ 0 | |||
Unamortized discount on the note | 88,321 | 0 | |||
Accrued interest | 3,279 | 0 | |||
Carrying value of the note payable | 0 | 0 | |||
Unamortized discount | 110,000 | 0 | |||
Accrued interest recorded in accounts payable and accrued liabilities | $ 1,289 | $ 0 | |||
Issued cashless warrants to the note holder as a bonus | 121,000 | 121,000 | |||
Exercise price per warrant until July 18, 2021 | $ 0.50 | $ 0.50 | |||
Fair value of the cashless warrants | $ 65,990 | $ 229,069 | |||
Expected dividends | 0.00% | 0.00% | |||
Volatility rate | 233.00% | 239.00% | |||
Risk-free rate | 1.00% | 1.00% |
Notes Payable During the period
Notes Payable During the period (Narrative) (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Notes Payable During the period Details | ||
Company recorded a beneficial conversion feature | $ 121,000 | $ 0 |
Accretion expense | 32,679 | 0 |
Recorded a beneficial conversion feature | 110,000 | 0 |
Company received proceeds | $ 303,000 | $ 0 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Sep. 30, 2016 | Sep. 30, 2015 |
Related Party Transactions Details | ||
Company owes to the former Chief Executive Officer | $ 120,146 | $ 81,650 |
Company received advances from the former Chief Executive Officer | 38,496 | 20,265 |
Company owes to the Chief Executive Officer and Director of the Company for advances | 33,000 | 0 |
Company received advances from the former Chief Executive Officer and Director of the Company | 10,000 | 0 |
Management fees | 30,000 | 0 |
Repaid to the Chief Executive Officer and Director of the Company | 7,000 | 0 |
Owes to directors of the Company for accrued management fees | 25,000 | 0 |
Company recorded management fees | 30,000 | 0 |
Repaid to the directors of the Company | $ 5,000 | $ 0 |
Common Shares (Details)
Common Shares (Details) - USD ($) | Sep. 30, 2016 | Aug. 19, 2016 | May 31, 2016 | Mar. 31, 2015 | Oct. 14, 2011 |
Common Shares Details | |||||
Company's authorized common stock | 500,000,000 | ||||
Common stock, with par value | $ 0.001 | ||||
Company issued shares of its common stock | 40,000,000 | ||||
Company issued shares of its common stock at per share | $ 0.002 | ||||
Company issued shares of its common stock for net proceeds | $ 80,000 | ||||
Selling common shares under the Company's effective Form S-1 registration statement to shareholders | 15,000,000 | ||||
Sold common shares of the Company to the Chief Executive Officer and Director | 25,000,000 | ||||
Proceeds in a private sale | $ 25,000 | ||||
Company has shares issuable to Plateau Ventures LLC ("Plateau"), a non-related party | 16,636,943 | ||||
Common shares are valued at | $ 26,951,848 | ||||
Issued 500,000 common shares with a fair value to a consultant for services | $ 425,000 |
Cashless Warrants (Details)
Cashless Warrants (Details) - $ / shares | Sep. 30, 2016 | Sep. 30, 2015 |
Number of cashless warrants | ||
Balance Cashless Warrants | 242,000 | 0 |
Granted | 242,000 | 0 |
Exercised | 0 | 0 |
Forfeited | 0 | 0 |
Weighted average exercise price | ||
Balance Weighted average exercise price | $ 0.50 | $ 0 |
Weighted average exercise price Granted | $ 0.50 | $ 0.50 |
Additional information regardin
Additional information regarding cashless warrants (Details) | Sep. 30, 2016$ / sharesshares |
Outstanding and exercisable | |
Range of Exercise Prices | $ / shares | $ 0.50 |
Number of Cashless Warrants | shares | 242,000 |
Balance Weighted average Remaining Contractual Life (years) | 4.9 |
Fair values for cashless warran
Fair values for cashless warrants granted have been estimated using the Black-Scholes option pricing model (Details) | Sep. 30, 2016 | Sep. 30, 2015 |
Fair values for cashless warrants granted have been estimated using the Black-Scholes option pricing model: | ||
Risk-free interest rate | 1.00% | 0.00% |
Expected life (in years) | 5 | 0 |
Expected volatility | 236.00% | 0.00% |
Commitments (Details)
Commitments (Details) - USD ($) | Aug. 10, 2016 | Jul. 01, 2016 |
Commitments Details | ||
Chief Executive Officer and Director of the Company for a twelve month term with monthly management fees | $ 10,000 | |
Director of the Company for a three month term with monthly management fees | 5,000 | |
Consultant for general business, business development, and corporate advice for a period of six months at a rate per month | $ 10,000 | 5,000 |
Consultant for business development and field technician services for a period of six months at a rate per month | 3,000 | |
Consultant for business development and field technician services at a rate per month | 5,000 | |
Consultant for administrative assistance and translation services at a rate per month for six months | $ 2,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Income Taxes Details | ||
Net loss before taxes | $ 28,331,180 | $ 37,988 |
Statutory rate | 30.00% | 30.00% |
Computed expected tax recovery | $ 8,499,354 | $ 11,397 |
Permanent differences and other | (8,213,876) | 0 |
Change in valuation allowance | (285,478) | (11,397) |
Income tax provision | $ 0 | $ 0 |
Significant components of defer
Significant components of deferred income tax assets and liabilities (Details) - USD ($) | Sep. 30, 2016 | Sep. 30, 2015 |
Significant components of deferred income tax assets and liabilities | ||
Net operating losses carried forward | $ 336,694 | $ 51,216 |
Valuation allowance | (336,694) | (51,216) |
Net deferred tax asset | $ 0 | $ 0 |
Subsequent Events Transactions
Subsequent Events Transactions (Details) | Nov. 30, 2016USD ($)shares |
Subsequent Events Transactions Details | |
Company issued common shares to Plateau Ventures LLC as settlement in | shares | 2,000,000 |
lieu of payment to reduce the net smelter return from 2% to 1%. | $ | $ 1,000,000 |