3. South Mountain Project LLC | 3. South Mountain Project On November 8, 2012, the Company, through its wholly-owned subsidiary South Mountain Mines, Inc., (SMMI), and Idaho State Gold Company II, LLC (ISGC II) formed the Owyhee Gold Trust, LLC, (OGT) a limited liability company. The Companys initial contribution in accordance with the Operating Agreement, was the non-cash contribution of its South Mountain Mine property and related mining claims located in southwestern Idaho in Owyhee County which had a carrying value of $479,477 at the date of contribution, but for purposes of the Operating Agreement, valued at $6.725 Million. As its initial contribution to OGT, ISGC II agreed to fund operations totaling $18 million; or $8 million if the Company exercises its option to participate pro-rata after ISGC II expends $8 million and completes work commitments including a Feasibility Study, and a certain amount of required underground core drilling. ISGC II was the initial manager of OGT LLC. Upon payment of $1 million, and a work commitment of $2 million in pre-determined qualifying expenditures not later than December 31, 2014, ISGC II was to receive 2,000 units representing a vested 25% ownership. As of December 31, 2014, none of these ownership units had been issued to ISGC II. Through December 31, 2014, the Company accounted for its investment in the OGT by the cost method. On January 27, 2015, SMMI became manager of the OGT under the terms of the November 8, 2012 operating agreement, because ISGC II had effectively resigned under the Agreement. This appointment as Manager was further ratified by a Judge`s Court Order on March 1, 2016. Beginning in January 2015, SMMI paid OGTs expenses to ensure ongoing operations at the site. For the six-month period ending June 30, 2016 and for the year ended December 31, 2015, the Company incurred expenses of $300,332 and $693,592, respectively relating to OGT operations. The Company has recognized these expenses in these consolidated financial statements because, due to the dispute discussed below, it is not clear as to whether SMMI will be reimbursed by OGT. At June 30, 2016 and December 31, 2015, accrued payroll for services performed relating to the operation of OGT was $427,000 and $274,000, respectively. The accrued payroll was earned by three of the Companys officers whose balances at June 30, 2016 are as follows: Eric Jones, President and Chief Executive Officer - $170,000, James Collord, Vice President and Chief Operating Officer - $170,000, and Larry Thackery, Chief Financial Officer - $87,000. None of the compensation has been paid. SMMI maintains that ISGC II did not earn its ownership units, and resigned under the terms of the Operating Agreement, causing SMMI to become manager. ISGC II did not agree that SMMI became manager of OGT in early 2015. However, that disagreement was corrected on March 1, 2016, when a Judge`s Order stipulated that SMMI was in fact Manager. In December 2015, the Company received service of a Complaint that had been filed but not served on June 22, 2015, namely Idaho State Gold Co. II, LLC, an Idaho limited liability company; and, Owyhee Gold Territory, LLC, an Idaho limited liability company v. Thunder Mountain Gold, Inc. a Nevada corporation On January 11, 2016, the Company answered the complaint it received in December 2015. In its response, the Company asserts that: · · · On February 16, 2016, ISGC II filed a motion for a more definitive statement asserting that the Companys response was not specific enough. On March 1, 2016, the Company was awarded a Court Order approving defined stipulations and dismissing of certain portions of a December Complaint. The Court Order acknowledged and confirmed the Companys assertions, and stipulated that: a. As of March 1, 2016, the Companys wholly owned subsidiary, SMMI, is the manager of OGT for all lawful purposes and shall have the right to advance the project and the interests of OGT and the South Mountain Mine Project according to the terms of OGTs November 8, 2012, Operating Agreement and the Parties November 8, 2012, Member Agreement; and b. OGT is the owner of the real property described in the Operating Agreement signed by both parties November 8, 2012, and confirmed by certain Quitclaim Deed and filed on October 31, 2013, without any without any claim or encumbrance by Defendants; and c. ISGC II acknowledges that a Statement of Authority should be filed with the Idaho Secretary of State that identifies SMMI as Manager of OGT effective the date of this Stipulation; and d. Because of conflicts of interest, OGT, and the Companys subsidiaries THMG and THMR were dismissed from the litigation; and e. ISGC II shall not sell or cause to be sold any of the equipment and assets described in the ISGC II financial reports without prior notice and the concurrence of OGT, with SMMI acting as manager of OGT; and f. ISGC IIs motion for a more definite statement is withdrawn. Because of the Court Order above, ISGC II was required to withdraw their original Complaint. ISGC II filed an amended Complaint on March 14, 2016 in which it claims it is entitled to vesting of Units in OGT based solely upon the funds they spent towards the South Mountain mining project, or based upon an equitable claim. The Company deems their claims erroneous and without merit, and that funds were spent outside of compliance with the Operating Agreement, and without proper controls or accounting. The Company will aggressively and vigorously defend against this lawsuit, and is confident of a positive legal outcome for the Company in Idaho Court. At December 31, 2015 and June 30, 2016, because of the uncertainty as to the status of OGT and the share allocation between SMMI and OGT, the Company has continued to account for its investment at cost and has recognized the expenses incurred in 2015 and the first six months of 2016 for the operation of OGT. |