OVERVIEW | 9 Months Ended |
Sep. 30, 2013 |
Nature Of Business [Abstract] | ' |
OVERVIEW | ' |
NOTE 1 - OVERVIEW |
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Standard Gold Holdings, Inc. (“we,” “us,” “our,” “Standard Gold” or the “Company”) is an exploration stage company with offices in Gadsden, Alabama. |
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Standard Gold Holdings, Inc. (formerly known as Standard Gold, Inc.) was incorporated in the State of Colorado on July 10, 1985, as a blind pool or blank check company, and was re-domiciled from Colorado to Nevada in March 2013. We determined that, due to a lack of connection to Colorado, it was in the best interest of the Company to move its domicile to Nevada. |
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On September 29, 2009, we completed a share exchange agreement with Hunter Bates Mining Corporation, a Minnesota corporation formed in April 2008 (“Hunter Bates”) and certain of its shareholders, in which Hunter Bates’ shareholders exchanged all of their capital securities into similar capital securities of ours (the “Hunter Bates Share Exchange”) and we adopted the business model of Hunter Bates of minerals exploration and mining. Accordingly, the Hunter Bates Share Exchange represented a change in control and Hunter Bates became a wholly owned subsidiary of Standard Gold. |
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Prior to September 29, 2009, Wits Basin Precious Minerals Inc., a Minnesota corporation and public reporting company quoted on the Pink Sheets under the symbol “WITM” (“Wits Basin”) was the majority shareholder of Hunter Bates. Hunter Bates acquired the prior producing gold mine properties (consisting of land, buildings, equipment, mining claims and permits) located in Central City, Colorado, known as the “Bates-Hunter Mine.” Since August 2008, no exploration activities had been conducted at the Bates-Hunter Mine due to funding. As part of the Shea Exchange Agreement (described below), we had the right, at our option, at any time prior to June 13, 2011, to transfer our entire interest in our subsidiary, Hunter Bates, which included the Hunter-Bates Mine and all related obligations and liabilities back to Wits Basin. On April 29, 2011, the Company’s management exercised its right to transfer our entire ownership interest in Hunter Bates. |
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On March 15, 2011, we closed a series of transactions, whereby we acquired certain assets of Shea Mining & Milling, LLC (“Shea Mining”), which assets include land, buildings, a dormant milling facility, abandoned milling equipment, water permits, mine tailings, mine dumps and the assignment of a note payable, a lease and a contract agreement with permits (the “Shea Exchange Agreement”). We completed the Shea Exchange Agreement to acquire the Shea Mining assets and develop a toll milling services business of precious minerals. Toll milling is a process whereby mined material is crushed and ground into fine particles to ease the extraction of any precious minerals contained therein, such as gold, silver, lead, zinc and copper, and rare earth metals. Custom milling and refining can include many different processes to extract precious metals from carbon or concentrates. These toll-processing services also distill, dry, mix, or mill chemicals and bulk materials on a contractual basis and provide a chemical production outsourcing option for industrial companies, which lack the expertise, capacity, or regulatory permits for in-house production. |
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We have had initial discussions with the Nevada Department of Natural Resources (“NDEP”) regarding application for the permits necessary to conduct custom permitted processing toll milling activities and construction of the required additional buildings to commence operations. Before formal application for the permits, NDEP suggested that we take the following actions: (i) retain a Nevada Certified Environmental Manager (“CEM”) to perform a site characterization on the tailings and test for the potential release of pollutants, (ii) perform site characterizations on “once through” and “twice through” tailings and test for potential release of pollutants and acid generation potential, (iii) perform Meteoric Profile II water testing on ground water directly below the mill as well as surrounding wells located off site, and (iv) determine baseline values of water contamination using the Meteoric Profile II results. NDEP requested that the Company delay any new construction planned for “metal extraction” until after the permits are in place. We have also hired Allstate-Nevada Environmental Management, Inc. (“Allstate”), to assist us with obtaining an NDEP Water Pollution Control Permit (“WPCP”) and to help us fulfill all the requirements of NDEP including the site characterization and Meteoric Profile II analysis, as well as advise on the overall site cleanup and assisting with any other NDEP requirements. |
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During the second quarter, anticipated submittal dates for the NDEP application were delayed due to the NDEP’s request for additional documentation regarding the land. We have requested several drilling companies provide us with a bid on drilling the monitoring wells and moving the point of diversion on the fresh water well per our NDEP permit. As of August 1, 2013, the Company received its leased heavy equipment, which will be used to begin cleanup of the site to prepare it for the new construction expected to start in the first quarter of 2014. |
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In March 2013, we completed surveys and testing of the Tonopah property required for the application of our required permits. After completion of the survey, it was determined the property is 1186 acres. We retained Advanced Surveying & Professional Services as our Professional Land Surveyor (“PLS”) on February 5, 2013. The scope of work our PLS completed includes: (i) setting a total of Nineteen (19) permanent monuments at angle points along lines, (ii) setting Eight (8) permanent monuments locating US Hwy 95, (iii) recording a professional map indicating longitude and latitude for all corners, and (iv) providing a digital map accessible in AutoCad software. |
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On August 28, 2013, the Company filed a WPCP application with the NDEP with the help of Allstate. NDEP’s review of the WPCP application may take up to 225 days, which is the maximum period of review by law. While the new application review period is limited to 180 days, NDEP is permitted to extend the process for up to 45 days if a public hearing is required or additional time for scheduling is needed. The WPCP must be approved prior to commencing the planned construction of a 15,000 square foot processing plant in Tonopah, Nevada. We are still in the technical review stage of our WPCP. While the Company awaits approval, we are preparing for construction of our processing facility which includes working with contractors that will be building the new 15,000 square foot processing plant, cleaning and preparing the property, and refurbishing a trailer that will act as our construction office. |
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Upon funding, our business plan is to purchase equipment and build out a facility to serve as a custom permitted processing toll milling facility (which includes an analytical lab and hydrometallurgical recovery plant) located in Tonopah, Nevada (“Tonopah”) and potentially conduct National Instrument 43-101 studies at Tonopah and Manhattan, Nevada (“Manhattan”). One or both of these facilities, if completed, would also serve as a custom permitted processing toll milling facility for any future mining properties we could develop or form a joint venture with. |
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The Company’s website is: www.standardgoldmilling.com. |
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Issuer Tender Offer |
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The Company filed a Tender Offer Statement on Schedule TO on July 2, 2013. The Company filed several amendments to the Schedule TO: an amendment was filed on July 8, 2013 to extend the expiration date from 11:59 P.M. (Eastern time) on July 25, 2013 to 11:59 P.M. (Eastern time) on July 30, 2013 and revised the Election to Participate; on July 16, 2013 the Company filed an amendment to change the exercise price of the new warrants from $0.25 for the first 60 days following the tender offer and $0.50 thereafter to $0.25 for the first 180 days following the tender offer and $0.50 thereafter; on July 30, 2013 the Company filed an amendment to extend the expiration date from 11:59 P.M. (Eastern time) on July 30, 2013 to 11:59 P.M. (Eastern time) on August 2, 2013; and on July 31, 2013 the Company filed an amendment to incorporate the press release announcing the extension of the expiration date to 11:59 P.M. (Eastern time) on August 2, 2013. |
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The final terms of the Tender Offer included the Company offering to exchange certain of its outstanding unsecured convertible promissory notes issued between January 2, 2011 and November 2, 2011 (the “Original Notes” or “Eligible Notes”) and accompanying warrants to purchase common stock (the “Original Warrants” or “Eligible Warrants”) for the issuance of restricted common stock for the settlement of the balance of the note (principal and interest as of: June 30, 2013) at $.50/share and the issuance of new warrants to purchase common stock (the “New Warrants”) equal to the number of shares received under the conversion of the Eligible Note, exercisable for two years with an exercise price of $0.25 for the first 180 days following the tender offer and $0.50 thereafter, with substantially the same terms as the Original Warrants except the New Warrants will contain a call provision that may be exercised at $0.80 if the Company’s common stock trades above $0.80 for ten consecutive days and upon the terms and subject to the conditions set forth in the Offer to Exchange, dated July 2, 2013 (the “Offer to Exchange”) and the Election to Participate (the “Election to Participate”). The expiration of the tender offer was 11:59 P.M. (Eastern time) on August 2, 2013. |
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The Schedule TO was intended to satisfy the reporting requirements of Rule 13e-4(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As of the close of the tender offer on August 2, 2013, the Company’s tender offer agent had received Elections to Participate representing $1,724,689 of the 2011 unsecured notes. |
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Standard Gold Holdings, Inc. Annual Shareholder Meeting |
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At the Annual Meeting of our stockholders held on August 23, 2013, our stockholders (i) elected Four (4) members of the Board of Directors to one-year terms and (ii) ratified the appointment of Turner Stone & Company, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2013. The Board of Directors elected at the meeting include Sharon Ullman, Tina Gregerson, Michael Markiewicz, and Alfred Rapetti. |
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