Document_And_Entity_Informatio
Document And Entity Information (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Mar. 27, 2015 | |
Document Information [Line Items] | ||
Document Type | 10-K | |
Amendment Flag | FALSE | |
Document Period End Date | 31-Dec-14 | |
Document Fiscal Year Focus | 2014 | |
Document Fiscal Period Focus | FY | |
Trading Symbol | SMPR | |
Entity Common Stock, Shares Outstanding | 103,760,936 | |
Entity Registrant Name | Standard Metals Processing, Inc. | |
Entity Central Index Key | 773717 | |
Current Fiscal Year End Date | -19 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Public Float | $69,340,936 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Current assets: | ||
Cash | $36,095 | $143,099 |
Prepaid expenses | 59,010 | 5,000 |
Total current assets | 95,105 | 148,099 |
Shea Mining and Milling Assets | 35,159,427 | 35,159,427 |
Property, plant and equipment: | ||
Machinery and equipment | 1,758,818 | 21,000 |
Construction in progress | 1,778,532 | 68,349 |
Assets noncurrent | 3,537,350 | 89,349 |
Accumulated depreciation | -17,613 | 0 |
Net property, plant and equipment | 3,519,737 | 89,349 |
Total Assets | 38,774,269 | 35,396,875 |
Current liabilities: | ||
Senior secured convertible promissory note payable, related party | 2,174,597 | 0 |
Short-term notes payable | 0 | 25,000 |
Convertible notes payable, current portion | 175,000 | 275,000 |
Due to Wits Basin Precious Minerals Inc. | 16,616 | 16,616 |
Accounts payable | 2,154,512 | 1,138,951 |
Accrued interest | 246,273 | 86,143 |
Accrued expenses | 710,286 | 1,385,251 |
Accounts payable to related party | 6,307 | 0 |
Total current liabilities | 5,483,591 | 2,926,961 |
Commitments and Contingencies (Note 8) | ||
Senior secured convertible promissory note payable, related party | 0 | 2,092,097 |
Preferred stock, 50,000,000 shares authorized: | ||
Series A, $.001 par value, 10,000,000 and 10,000,000 shares issued and outstanding at December 31, 2014 and December 31, 2013, respectively | 10,000,000 | 10,000,000 |
Shareholders' equity: | ||
Series B preferred stock, $0.001 par value 2,500,000 shares designated, no shares issued and outstanding, | 0 | 0 |
Common stock, $0.001 par value, 500,000,000 shares authorized: 103,660,936 and 91,266,411 shares issued and outstanding at December 31, 2014 and December 31, 2013, respectively | 103,661 | 91,266 |
Additional paid-in capital | 75,255,143 | 56,114,271 |
Accumulated deficit | -52,068,126 | -35,827,720 |
Total shareholders' equity | 23,290,678 | 20,377,817 |
Total Liabilities and Shareholders' Equity | $38,774,269 | $35,396,875 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 103,660,936 | 91,266,411 |
Common stock, shares outstanding | 103,660,936 | 91,266,411 |
Preferred Stock | ||
Temporary Equity, Shares Authorized | 50,000,000 | 50,000,000 |
Series A Preferred Stock | ||
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares issued | 10,000,000 | 10,000,000 |
Preferred stock, shares outstanding | 10,000,000 | 10,000,000 |
Series B Preferred Stock | ||
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Temporary Equity, Shares Authorized | 2,500,000 | 2,500,000 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Revenues | $0 | $0 |
Operating expenses: | ||
General and administrative | 14,938,972 | 6,050,082 |
Depreciation and amortization | 17,613 | 0 |
Total operating expenses | 14,956,585 | 6,050,082 |
Loss from operations | -14,956,585 | -6,050,082 |
Other income (expense): | ||
Other income | 6,470 | 5,819 |
Loss on settlement of debt | -1,106,487 | -1,372,977 |
Interest expense | -183,804 | -332,665 |
Total other income (expense) | -1,283,821 | -1,699,823 |
Loss before income tax provision | -16,240,406 | -7,749,905 |
Income tax provision | 0 | 0 |
Net loss | ($16,240,406) | ($7,749,905) |
Basic and diluted net loss per common share | ($0.16) | ($0.12) |
Basic and diluted weighted average common shares outstanding | 99,090,384 | 64,622,893 |
CONSOLIDATED_STATEMENTS_OF_SHA
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (USD $) | Total | Accrued Expenses and Other Current Liabilities | Common stock | Common stock | Additional paid-in capital | Additional paid-in capital | Accumulated deficit | Accumulated deficit |
Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities | ||||||
BALANCE at Dec. 31, 2012 | $17,807,824 | $54,318 | $45,831,321 | ($28,077,815) | ||||
BALANCE (in shares) at Dec. 31, 2012 | 54,318,756 | |||||||
Stock issued for conversion of convertible debt | 1,866,930 | 4,116 | 1,862,814 | 0 | ||||
Stock issued for conversion of convertible debt (in shares) | 4,115,868 | |||||||
Stock issued for the conversion of notes payable, related party | 1,500,000 | 27,000 | 1,473,000 | 0 | ||||
Stock issued for the conversion of notes payable, related party (in shares) | 27,000,000 | |||||||
Stock issued for the exercise of common stock warrants | 497,785 | 2,275 | 495,510 | 0 | ||||
Stock issued for the exercise of common stock warrants (in shares) | 2,275,138 | |||||||
Stock issued for the settlement of accrued liabilities | 1,079,323 | 3,557 | 1,075,766 | 0 | ||||
Stock issued for the settlement of accrued liabilities (in shares) | 3,556,649 | |||||||
Warrants issued upon conversion of convertible debt | 1,268,054 | 0 | 1,268,054 | 0 | ||||
Options and warrants issued for employee compensation | 3,226,501 | 0 | 3,226,501 | 0 | ||||
Options issued for consultant compensation | 881,305 | 0 | 881,305 | 0 | ||||
Income (Loss) from operations before extraordinary items | -7,749,905 | 0 | 0 | -7,749,905 | ||||
BALANCE at Dec. 31, 2013 | 20,377,817 | 91,266 | 56,114,271 | -35,827,720 | ||||
BALANCE (in shares) at Dec. 31, 2013 | 91,266,411 | |||||||
Stock issued for conversion of convertible debt | 118,562 | 237 | 118,325 | 0 | ||||
Stock issued for conversion of convertible debt (in shares) | 237,118 | |||||||
Stock issued for the exercise of common stock warrants and options | 3,937,663 | 7,308 | 3,930,355 | 0 | ||||
Stock issued for the exercise of common stock warrants and options (in shares) | 7,307,227 | |||||||
Stock issued for the settlement of accounts payable and accrued expense | 2,298,256 | 2,100 | 2,296,156 | 0 | ||||
Stock issued for the settlement of accounts payable and accrued expense (in shares) | 2,100,180 | |||||||
Options issued for consultant compensation | 8,206,286 | 8,206,286 | 0 | |||||
Stock issued for compensation | 4,592,500 | 2,750 | 4,589,750 | 0 | ||||
Stock issued for compensation (in shares) | 2,750,000 | |||||||
Income (Loss) from operations before extraordinary items | -16,240,406 | 0 | 0 | -16,240,406 | ||||
BALANCE at Dec. 31, 2014 | $23,290,678 | $103,661 | $75,255,143 | ($52,068,126) | ||||
BALANCE (in shares) at Dec. 31, 2014 | 103,660,936 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
OPERATING ACTIVITIES: | ||
Income (Loss) from operations before extraordinary items | ($16,240,406) | ($7,749,905) |
Adjustments to reconcile net loss to cash flows used in operating activities: | ||
Depreciation and amortization | 17,613 | 0 |
Compensation expense related to issuance of common stock, warrants and stock option grants | 12,798,786 | 4,107,806 |
Loss on extinguishment of debt and accrued expenses | 959,019 | 1,372,977 |
Stock warrants awarded | 147,468 | |
Increase in convertible note payable, related party through the payment of expenses | 0 | 544,164 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | -54,010 | 3,897 |
Accounts payable | 795,469 | 306,405 |
Accrued expenses | 19,053 | 766,575 |
Accounts payable related party | 6,307 | 0 |
Net cash used in operating activities | -1,550,701 | -648,081 |
INVESTING ACTIVITIES: | ||
Purchases of equipment | -1,671,945 | -21,000 |
Payment for construction in progress | -732,053 | -68,349 |
Net cash used in investing activities | -2,403,998 | -89,349 |
FINANCING ACTIVITIES: | ||
Repayment of short term note principal | -25,000 | 0 |
Cash proceeds from issuance of common stock, warrants and exercise of stock options and warrants | 3,790,195 | 497,785 |
Cash proceeds from debt | 82,500 | 382,650 |
Net cash provided by financing activities | 3,847,695 | 880,435 |
Increase (Decrease) in CASH | -107,004 | 143,005 |
CASH , beginning of year | 143,099 | 94 |
CASH , end ofyear | 36,095 | 143,099 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities: | ||
Debt and accrued interest of Pure Path short-term loan facility converted into common stock | 0 | 1,500,000 |
Short-term notes payable and accrued interest converted into convertible promissory notes | 0 | 1,866,930 |
Construction in progress and equipment purchases unpaid | 1,044,004 | |
Convertible promissory notes and accrued interest converted into common stock | 118,559 | 0 |
Common stock issued in lieu of accounts payable and accrued expenses | $0 | $1,079,323 |
NATURE_OF_BUSINESS
NATURE OF BUSINESS | 12 Months Ended |
Dec. 31, 2014 | |
Nature Of Business [Abstract] | |
NATURE OF BUSINESS | NOTE 1 – NATURE OF BUSINESS |
Standard Metals Processing, Inc. (formerly Standard Gold Holdings, Inc., Standard Gold, Inc. and Princeton Acquisitions, Inc.) (the “Company”) was incorporated in the State of Colorado on July 10, 1985 as a blind pool or blank check company. On September 29, 2009, we completed a share exchange agreement with Hunter Bates Mining Corporation, a Minnesota corporation (“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 mineral exploration and mining. Accordingly, the Hunter Bates Share Exchange represented a change in control and Hunter Bates became a wholly owned subsidiary of the Company. | |
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 was formed in April 2008 to acquire 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.” We had not engaged in any exploration or mining activities at the Bates-Hunter Mine properties and on April 29, 2011, we transferred all of our interests of Hunter Bates back to Wits Basin in order to develop the toll milling business as described below. | |
On March 15, 2011, the Company closed a series of transactions, whereby we acquired certain assets of Shea Mining & Milling, LLC (“Shea Mining”). The exchange agreement was by and between the Company, Shea Mining, Afignis, LLC, Leslie Lucas Partners, LLC, Wits Basin and Alfred A. Rapetti (the “Shea Exchange Agreement”) whereby the Company acquired certain assets from Shea Mining, which assets include those located in Tonopah, Nevada, of land, buildings, a dormant milling facility, abandoned milling equipment, water permits and mine tailings (financed through a note payable assigned to us), mine dumps, a property lease and a contract agreement in exchange for 35,000,000 shares of our unregistered shares. The Shea Exchange Agreement did not include any operable toll milling equipment, employees or operational processes and therefore has been accounted for as a purchase of a group of assets. The Company 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. See Note 3 – Acquisition of Shea Milling and Mining Assets for a detailed discussion. | |
Going Concern | |
The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, assuming we will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. For the year ended December 31, 2014, the Company incurred losses from operations of $16,240,406. At December 31, 2014, the Company had an accumulated deficit of $52,068,126 and a working capital deficit of $5,388,486. Our ability to continue as a going concern is dependent on our ability to raise the required additional capital or debt financing to meet short and long-term operating requirements. During the 2014 fiscal year, the Company received net cash proceeds of $3,790,195 from the exercise of warrants. Management believes that private placements of equity capital and/or additional debt financing will be needed to fund our long-term operating requirements. The Company may also encounter business endeavors that require significant cash commitments or unanticipated problems or expenses that could result in a requirement for additional cash. If the Company raises additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our current shareholders could be reduced, and such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, the Company may not be able to take advantage of prospective business endeavors or opportunities, which could significantly and materially restrict our operations. We are continuing to pursue external financing alternatives to improve our working capital position. If the Company is unable to obtain the necessary capital, the Company may have to cease operations. | |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Accounting Policies [Abstract] | ||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||
Principles of Consolidation | ||||
The consolidated financial statements include the accounts of Standard Metals Processing, Inc., and our wholly owned subsidiaries Tonopah Milling and Metals Group, Inc. (and its wholly owned subsidiaries Tonopah Custom Processing, Inc., and Tonopah Resources, Inc., Standard Metals Acquisitions, Inc. and Standard Renewable Energy, Inc. | ||||
Reclassification | ||||
Certain accounts in the prior period were reclassified to conform to the current period financial statements presentation. | ||||
Cash and Cash Equivalents | ||||
We include as cash equivalents: (a) certificates of deposit, and (b) all other investments with maturities of three months or less, which are readily convertible into known amounts of cash. We maintain our cash in high-quality financial institutions. The balances, at times, may exceed federally insured limits. | ||||
Shea Milling and Mining Assets | ||||
We have recorded the fair value of the Shea Milling and Mining assets as an aggregate amount. The assets include the mine tailings and dumps, the land, water rights and the milling facility (the buildings and equipment). We classify them under a single listing. | ||||
Property, Plant and Equipment | ||||
Property and equipment are recorded at cost and depreciated, once placed in service, using the straight-line method over estimated useful lives as follows: | ||||
Years | ||||
Buildings | 20 | |||
Equipment | 7-Feb | |||
Vehicle | 2 | |||
Maintenance and repairs are charged to expense as incurred; major renewals and betterments are capitalized. As items of property or equipment are sold or retired, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is included in operating income. | ||||
Mineral Properties | ||||
Mineral property acquisition costs are recorded at cost and are deferred until the viability of the property is determined. No properties have reached the development stage at this time. Exploration, mineral property evaluation, option payments, related acquisition costs for mineral properties acquired under an option agreement, general overhead, administrative and holding costs to maintain a property on a care and maintenance basis are expensed in the period they are incurred. When reserves are determined for a property and a bankable feasibility study is completed, subsequent exploration and development costs on the property would be capitalized. If a project were to be put into production, capitalized costs would be depleted on the unit of production basis. | ||||
Management reviews the net carrying value of each mineral property as changes may materialize with a property or at a minimum, on an annual basis. Where information and conditions suggest impairment, estimated future net cash flows from each property are calculated using estimated future prices, proven and probable reserves and value beyond proven and probable reserves, and operating, capital and reclamation costs on an undiscounted basis. If it is determined that the future cash flows are less than the carrying value, a write-down to the estimated fair value is made with a charge to loss for the period. Where estimates of future net cash flows are not available and where other conditions suggest impairment, management assesses if the carrying value can be recovered. | ||||
Management's estimates of gold prices, recoverable reserves, probable outcomes, operating capital and reclamation costs are subject to risks and uncertainties that may affect the recoverability of mineral property costs. | ||||
Long-Lived Assets | ||||
We will periodically evaluate the carrying value of long-lived assets to be held and used, including but not limited to, mineral properties, mine tailings, mine dumps, capital assets and intangible assets, when events and circumstances warrant such a review and at least annually. The carrying value of a long-lived asset is considered impaired when the anticipated undiscounted cash flow from such asset is separately identifiable and is less than its carrying value. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset. Fair value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved. Losses on long-lived assets to be disposed of are determined in a similar manner, except that fair values are reduced for the cost to dispose. There were no impairment charges during the years ended December 31, 2014 and 2013. | ||||
Revenue Recognition and Deferred Revenue | ||||
As of December 31, 2014, we have recorded no revenues from custom permitted processing toll milling. | ||||
Use of Estimates | ||||
Preparing financial statements in conformity with accounting principles generally accepted in the United States of America 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. Actual results could differ from those estimates. | ||||
Off Balance Sheet Arrangements | ||||
As of December 31, 2014, we did not have any off-balance sheet activities (including the use of structured finance or special purpose entities) or any trading activities in non-exchange traded commodity contracts that have a current or future effect on our financial condition, changes in the financial condition, revenues or expenses, results of operation, liquidity, capital expenditures or capital resources that are material to our investors. | ||||
Financial Instruments | ||||
The carrying amounts for all financial instruments approximates fair value. The carrying amounts for cash, accounts payable and accrued liabilities approximated fair value because of the short maturity of these instruments. The fair value of short-term debt approximated the carrying amounts based upon our expected borrowing rate for debt with similar remaining maturities and comparable risk. | ||||
Net Loss per Common Share | ||||
Basic net loss per common share is computed by dividing net loss applicable to common shareholders by the weighted average number of common shares outstanding during the periods presented. Diluted net loss per common share is determined using the weighted average number of common shares outstanding during the periods presented, adjusted for the dilutive effect of common stock equivalents, consisting of shares that might be issued upon exercise of options, warrants and conversion of convertible debt. In periods where losses are reported, the weighted average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. | ||||
Income Taxes | ||||
Income taxes are accounted for based upon an asset and liability approach. Accordingly, deferred tax assets and liabilities arise from the difference between the tax basis of an asset or liability and its reported amount in the financial statements. Deferred tax amounts are determined using the tax rates expected to be in effect when the taxes will actually be paid or refunds received, as provided under currently enacted tax law. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense or benefit is the tax payable or refundable, respectively, for the period plus or minus the change in deferred tax assets and liabilities during the period. | ||||
Accounting guidance requires the recognition of a financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company believes its income tax filing positions and deductions will be sustained upon examination and accordingly, no reserves, or related accruals for interest and penalties have been recorded at December 31, 2014 and 2013 . The Company recognizes interest and penalties on unrecognized tax benefits as well as interest received from favorable tax settlements within income tax expense. | ||||
Stock-Based Compensation and Issuance of Stock for Non-Cash Consideration | ||||
The Company measures and recognizes compensation expense for all share-based payment awards made to employees and directors, including employee stock options and compensatory stock warrants, based on estimated fair values equaling either the market value of the shares issued or the value of consideration received, whichever is more readily determinable. Non-cash consideration pertains to services rendered by consultants and others and has been valued at the fair market value of the Company’s common stock at the date of the agreement. | ||||
The Company’s accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of ASC Topic 505-50, “Equity-Based Payments to Non-Employees.” The measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant begins providing services. | ||||
Recent Accounting Standards | ||||
During the year ended December 31, 2014 and through March 30, 2015, there were several new accounting pronouncements issued by the Financial Accounting Standards Board. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s consolidated financial statements. | ||||
In June 2014, the FASB issued ASU No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. The amendments in this update remove the definition of a development stage entity from the Master Glossary of the Accounting Standards Codification, thereby removing the financial reporting distinction between development stage entities and other reporting entities from GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage that in prior years it had been in the development stage. The Company adopted ASU No. 2014-10 during the third quarter of the year ended December 31, 2014. | ||||
In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements— Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” Continuation of a reporting entity as a going concern is presumed as the basis for preparing financial statements unless and until the entity’s liquidation becomes imminent. Preparation of financial statements under this presumption is commonly referred to as the going concern basis of accounting. Currently, there is no guidance under US GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related footnote disclosures. The amendments in this Update provide that guidance. In doing so, the amendments should reduce diversity in the timing and content of footnote disclosures. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). For the period ended September 30, 2014, management evaluated the Company’s ability to continue as a going concern and concluded that substantial doubt has not been alleviated about the Company’s ability to continue as a going concern. While the Company continues to explore further significant sources of financing, management’s assessment was based on the uncertainty related to the amount and nature of such financing over the next twelve months. | ||||
ACQUISITION_OF_SHEA_MILLING_AN
ACQUISITION OF SHEA MILLING AND MINING ASSETS | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Acquisition Of Shea Milling And Mining Assets [Abstract] | |||||
ACQUISITION OF SHEA MILLING AND MINING ASSETS | NOTE 3 – ACQUISITION OF SHEA MILLING AND MINING ASSETS | ||||
On March 15, 2011, the Company entered into an exchange agreement by and between the Company, Shea Mining, Afignis, LLC, Leslie Lucas Partners, LLC, Wits Basin and Alfred A. Rapetti (the “Shea Exchange Agreement”) whereby the Company acquired certain assets from Shea Mining, which assets include those located in Tonopah (financed through a note payable assigned to us), mine dumps, a property lease and a contract agreement in exchange for 35,000,000 shares of our unregistered shares. The Shea Exchange Agreement did not include any operable toll milling equipment, employees or operational processes and therefore has been accounted for as a purchase of a group of assets. The Company completed the Shea Exchange Agreement to acquire the Shea assets and develop a toll milling services business of precious minerals. | |||||
Pursuant to the assignment of a note payable, the Company executed an Assignment and Assumption of Loan Documents and Loan Modification Agreement, by and between us, Shea Mining and NJB Mining, Inc. (the “Loan Modification Agreement”), dated March 15, 2011, for those assets located in Tonopah, Nevada (“Tonopah”), consisting of land, buildings, mining tailings, a dormant milling facility, abandoned milling equipment and water permits. The land encompasses 1,183 deeded acres, one of the largest private land holdings in Esmeralda County, Nevada. Approximately 334 acres of this land has sitting on it an estimated 2,200,000 tons of tailings known as the Millers Tailings from the historic gold rush of Goldfield and Tonopah, Nevada. | |||||
The Tonopah property was subject to an existing $2,500,000 first deed of trust, which was in default at the time of the Shea Exchange Agreement and included accrued interest of $375,645, which was also assumed in the transaction. As part of the assignment, NJB Mining, Inc. (“NJB”) modified the related note to allow the Company until May 14, 2011 to refinance this mortgage, which was subsequently extended numerous times. As of August 31, 2011, the Company was still in default under the terms of the Loan Modification Agreement, and therefore entered into a forbearance agreement with NJB, (the “NJB Forbearance Agreement”), in which NJB agreed to forbear from initiating legal proceedings, including forbearance of the deed of trust and enforcement of its collection remedies. The NJB Forbearance Agreement further provided for additional extensions up through December 9, 2011. On December 9, 2011, Pure Path Capital Management Company, LLC (“Pure Path”) purchased the Loan Modification Agreement and the NJB Forbearance Agreement directly from NJB. On December 21, 2011, we entered into an amended and restated forbearance agreement with Pure Path (the “A&R Forbearance”), whereby Pure Path extended the provisions of the NJB Forbearance Agreement. Pure Path provided an additional extension to stay any action of the A&R Forbearance until June 8, 2012, on which date, if not paid or another agreement was not executed, the Company would be required to issue 5,000,000 shares of its common stock to Pure Path; such extension was provided without additional consideration. The Company did not pay the balance of the mortgage on June 8, 2012 and pursuant to the terms of the A&R Forbearance Agreement, the Company was required to issue 5,000,000 shares to Pure Path. The 5,000,000 shares were approved for issuance by the Board of Directors on October 9, 2012 and were issued to Pure Path on December 6, 2012. Pure Path provided additional extensions to stay any action of the Forbearance Agreement until August 31, 2013; such extensions were provided without additional consideration. On October 10, 2013, the Company entered into a Settlement and Release Agreement (the “Agreement”) with Pure Path. Pursuant to the Agreement, Pure Path relinquished the rights and obligations owed to it and agreed to forbear collection remedies and legal proceedings against the Company including foreclosure on the Deed of Trust. In connection with the settlement and release of various debts of approximately $1,500,000, consulting fees owed by the Company, and relinquishment of rights by Pure Path, the Company issued 27,000,000 restricted shares and a convertible promissory note for up to $2,500,000 with a principal amount on the date of issuance of $1,933,345 bearing interest of 8% per year for the amounts owed under the Pure Path Agreements. | |||||
In connection with the Shea Exchange Agreement, we also were assigned the ownership of approximately a six square mile section of mine dump material in Manhattan, Nevada (“Manhattan”). | |||||
The other assets the Company acquired consisted of a property lease, which allowed the use of an assay lab property and the associated water permits, (with a right to purchase for $6,000,000) and a contract agreement, which allowed the Company use of processing permits, located in Amargosa Valley, Nevada (“Amargosa”). The Company paid a monthly base rent of $17,500 on this lease and $5,000 monthly on the contract agreement. In January 2012, the landlord of the Amargosa lease caused to have served a five Day Notice To Pay Rent Or Quit due to default in the monthly $17,500 lease payments. The Company began immediate communications with the landlord, which resulted in a delay of further actions by the landlord to pursue any remedies. Then on February 9, 2012, the landlord caused to have served an Order For Summary Eviction (“Eviction”) due to continued default in lease payments. Effective with the Eviction, a total of $112,500 in lease and contract payments remain unpaid as well as $10,500 in late fees required pursuant to the terms of the lease. On February 10, 2012, the Beatty County Sheriff completed the Eviction at Amargosa and the Company as such, no longer has access to the assay lab or permits at Amargosa. As a result, all remaining equipment at Amargosa with an aggregate value of $40,925 was written off as impaired. | |||||
Pursuant to the Shea Exchange Agreement, the Company issued a total of 35,000,000 shares of our common stock to the equity holders of Shea Mining in exchange for certain of their assets, resulting in those holders owning an ownership interest of approximately 87% of our then currently outstanding common stock (approximately 56% ownership interest on a fully diluted basis). Alfred A. Rapetti, a member of our Board of Directors and our former Chief Executive Officer, was granted an irrevocable voting proxy for half of the shares issued to the Shea Mining equity holders, which continues until the affected shares are publicly sold after a period of at least six months, and thereafter in accordance with all applicable securities laws. In August 2011, these rights were transferred to Blair Mielke, a former director of the Company. All such voting rights have since been canceled by the owners or through a transfer of ownership. The Company also agreed to indemnify Shea Mining from any liabilities arising after March 15, 2011 out of the Loan Modification Agreement or the loan agreements. | |||||
The purchase consideration of the assets acquired was calculated as follows: | |||||
Issuance of 35,000,000 shares of common stock with an estimated fair value of $0.89 per share (closing sales price on March 15, 2011) | $ | 31,150,000 | |||
Cash consideration | 700,000 | ||||
Assumption of NJB Mining mortgage | 2,500,000 | ||||
Assumption of accrued interest and other liabilities | 463,184 | ||||
Legal costs (includes issuance of 100,000 shares of common stock valued at $89,000) | 205,258 | ||||
Other direct expenses incurred in connection with the Shea Exchange Agreement | 140,985 | ||||
$ | 35,159,427 | ||||
In conformity with accounting principles generally accepted in the United States of America, cost of acquiring a group of assets is allocated to the individual assets within the group based on the relative fair values of the individual assets. | |||||
The table below sets forth the final purchase price allocation. The fair value of the mineral properties and property and equipment was determined based on level 3 inputs using cost and market value approaches. | |||||
Tonopah mine tailings | $ | 24,888,252 | |||
Tonopah dormant milling facility | 8,062,875 | ||||
Tonopah land | 1,760,000 | ||||
Tonopah water rights | 348,300 | ||||
Manhattan mine dumps | 100,000 | ||||
Total | $ | 35,159,427 | |||
Simultaneous with these transactions, pursuant to the Shea Exchange Agreement, Wits Basin exchanged 19,713,544 shares of the Company’s common stock it held for 10,000,000 shares of our Series A Preferred Stock. The Series A Preferred Stock has a liquidation preference of $10,000,000, payable only upon certain liquidity events or upon achievement of a market value of our equity equaling $200,000,000 or more. Additional details regarding the Series A Preferred Stock can be found in the Company’s Articles of Amendment, which were filed with the Colorado Secretary of State on January 4, 2013. Additionally, the Company obtained the right to transfer our entire interest and related debt of the Bates-Hunter Mine, at any time prior to June 13, 2011, to Wits Basin in exchange for the cancellation of a promissory note issued by Hunter Bates payable in favor of Wits Basin in the approximate amount of $2,500,000. On April 29, 2011, our Board of Directors approved this transfer effective April 29, 2011. | |||||
Furthermore, Wits Basin had entered into certain commitments, which involved shares of the Company’s common stock and as a result of their exchange of substantially all of the Company’s common stock they held for Series A Preferred, Wits Basin could no longer honor those commitments. In consideration of Wits agreeing to the exchange, the Company agreed to enter into two stock option agreements as follows: (1) the Company granted to one of Wits Basin’s major lenders a replacement stock option, on substantially the same terms as the stock option issued by Wits Basin, to purchase 1,299,000 shares of the Company’s common stock at an exercise price of $1.00 per share expiring on December 14, 2014 (of which the holder exercised on 10,000 shares of the option with a payment of $10,000 during 2011) and (2) the Company granted to Wits Basin a replacement stock option, expiring on December 19, 2014, to purchase up to 630,000 shares of the Company’s common stock, at an exercise price of $0.50 per share. As of December 31, 2014 all of these stock options are expired. | |||||
PROPERTY_PLANT_AND_EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
PROPERTY, PLANT AND EQUIPMENT | NOTE 4 – PROPERTY, PLANT AND EQUIPMENT | |||||||
The Company is preparing the Tonopah property site for the construction of a permitted custom processing toll milling facility including grading the land, installing fencing and working with contractors for our 21,875 square foot building and servicing and drilling various wells for our future operations. | ||||||||
Components of our property, plant and equipment are as follows: | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Equipment | $ | 1,758,818 | $ | 21,000 | ||||
Construction in Progress | 1,778,532 | 68,349 | ||||||
Less accumulated depreciation | -17,613 | — | ||||||
$ | 3,519,737 | $ | 89,349 | |||||
SHORTTERM_NOTES_PAYABLE
SHORT-TERM NOTES PAYABLE | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Debt Disclosure [Abstract] | ||||||||
SHORT-TERM NOTES PAYABLE | NOTE 5 – SHORT-TERM NOTES PAYABLE | |||||||
The following table summarizes the Company’s short-term notes payable: | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Promissory note issued on September 7, 2010, in the principal amount of $25,000 to Stephen Flechner, our President at the time, utilized for a potential mining project; stated interest rate of 5%; with a maturity date of November 30, 2010. (1) The principal and interest of this note were paid in full on February 13, 2014. | $ | - | $ | 25,000 | ||||
Totals | $ | - | $ | 25,000 | ||||
-1 | Secured by a personal guarantee of Stephen D. King, our CEO at the time. | |||||||
On February 13, 2014, the Company repaid a promissory note dated September 7, 2010 in the aggregate amount of $29,281 consisting of principal in the amount of $25,000 and interest of $4,281 to Steven Flechner, a former officer of the Company. | ||||||||
Summary | ||||||||
The following table summarizes the short-term notes payable activity in 2014 and 2013: | ||||||||
2014 | 2013 | |||||||
Balance Beginning of year | $ | 25,000 | $ | 2,160,284 | ||||
Add: advances from Pure Path | 0 | 382,650 | ||||||
Less repaid principal | -25,000 | |||||||
Expenses paid on behalf of the Company | 410,411 | |||||||
Principal portion converted into common stock during the restructuring of the Pure Path note payable | -970,000 | |||||||
Reclassification of Pure Path short-term to senior secured convertible promissory note | -1,958,345 | |||||||
Balance at end of year | $ | 0 | $ | 25,000 | ||||
The weighted average interest rate on short-term notes payable at December 31, 2013 was 5%. | ||||||||
CONVERTIBLE_NOTES_PAYABLE
CONVERTIBLE NOTES PAYABLE | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Convertible Notes Payable [Abstract] | ||||||||
CONVERTIBLE NOTES PAYABLE | NOTE 6 – CONVERTIBLE NOTES PAYABLE | |||||||
Beginning in January 2011 through November 2011, the Company entered into six-month convertible promissory notes with accredited investors (the “CP Notes”). The terms of the CP Notes are: (i) accrue interest at 6% per annum (ii) include the right to convert into our common stock at any time, at a price of $0.50 per share, and (iii) the issuance of a two-year stock purchase warrant, with an exercise price of $0.50 per share, at a rate of two warrants per $1 of the CP notes. | ||||||||
In June 2012, the Board authorized a reduction in the exercise of the warrant exercise price, from $0.50 to $0.25 per share for any additional CP Notes entered into, but still at a rate of two warrants per $1 of CP Notes. The Company entered into one such CP Note during June 2012 of $25,000. | ||||||||
The warrants created an aggregate debt discount of $1,489,253. In addition, due to proceeds allocated between the debt and warrants, beneficial conversion charges were created totaling an additional debt discount of $1,074,066. Both discounts were amortized over the six-month term of each of the respective CP Notes. | ||||||||
For the year ended December 31, 2012, the Company recorded $131,651 of amortization of the value assigned to the additional beneficial conversion feature of the CP Notes and $149,181 amortization of warrant debt discount. As of December 31, 2012, there is no remaining unamortized debt discount. | ||||||||
During June 2012, one of the note holders assigned an aggregate $500,000 of CP Notes and accrued interest to Pure Path in a private transaction. On June 28, 2012, Pure Path converted $478,186 of principal and $21,814 of accrued interest related to these notes into 1,000,000 shares of unregistered common stock. | ||||||||
In addition to the aforementioned Pure Path conversion, through December 31, 2012, another convertible note holder converted $3,076 of principal plus $6,924 of accrued interest into 20,000 shares of our common stock. | ||||||||
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. | ||||||||
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. | ||||||||
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. | ||||||||
On October 10, 2013, a Senior Secured Convertible Promissory Note for up to $2,500,000 at 8% per annum with an original principal balance of $1,933,345 maturing on April 10, 2015 was issued to Pure Path pursuant to a Settlement and Release Agreement. The Note is convertible into shares of Series B Preferred Stock. (see Note 9 Related Party transactions). | ||||||||
The following table summarizes the Company’s remaining convertible promissory notes (convertible into common stock): | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Convertible promissory notes net of unamortized discount of $0 at December 31, 2014; interest rate of 6%; accrued interest of $36,665 at December 31, 2013 and all of these CP Notes are past due and original terms apply in the default period. | $ | 275,000 | $ | 275,000 | ||||
Debt converted into shares of restricted common stock | -100,000 | |||||||
$ | 175,000 | $ | 275,000 | |||||
A holder of a convertible promissory note dated January 26, 2011 converted the entirety of the note consisting of $100,000 of principal and $18,559 of interest on February 28, 2014 into 237,118 shares of the Company’s common stock. | ||||||||
SHAREHOLDERS_EQUITY
SHAREHOLDERS' EQUITY | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Stockholders' Equity Note [Abstract] | ||||||||||||||
SHAREHOLDERS' EQUITY | NOTE 7 – SHAREHOLDERS’ EQUITY | |||||||||||||
Preferred Stock | ||||||||||||||
Simultaneous with the Shea Exchange Agreement, Wits Basin exchanged 19,713,544 shares of our common stock it held for 10,000,000 shares ($.001 par value each) of “Series A Preferred Stock” with an original issue price of $1.00 per share. | ||||||||||||||
Series A Preferred Stock | ||||||||||||||
Attributes of Series A Preferred Stock include but are not limited to the following: | ||||||||||||||
Distribution in Liquidation | ||||||||||||||
The Series A Preferred Stock has a liquidation preference of $10,000,000, payable only upon certain liquidity events or upon achievement of a market value of our equity equaling $200,000,000 or more. Upon any liquidation, dissolution or winding up of the Corporation, and after paying or adequately providing for the payment of all its obligations, the remainder of the assets of the Corporation shall be distributed, either in cash or in kind, first pro rata to the holders of the Series A Preferred Stock in an amount equal to the Liquidation Value (as described below); then, to any other series of Preferred Stock, until an amount to be determined by a resolution of the Board of Directors prior to issuances of such Preferred Stock, has been distributed per share, and, then, the remainder pro rata to the holders of the Common Stock. Upon the occurrence of any Liquidation Event (as defined below), each holder of Series A Preferred Stock will receive a payment equal to the Original Issue Price for each share of Series A Preferred Stock held by such holder (the “Liquidation Value”). A “Liquidation Event” will have occurred when: | ||||||||||||||
• The Corporation has an average market capitalization (calculated by adding the value of all outstanding shares of Common Stock valued at the Corporation’s closing sale price on the OTCBB or other applicable bulletin board or exchange, plus the value of the outstanding Series A Preferred Stock at the Original Issues Price per share) of $200,000,000 or more over any 90 day period. The holders of the Series A Preferred Stock would have the right, for 30 days after the end of such qualifying 90 day measurement period, to require the Corporation to purchase the Series A Preferred Stock for an amount equal to the Liquidation Value. | ||||||||||||||
• Any Liquidity Event in which the Corporation receives proceeds of $50,000,000 or more. For purposes hereof, a “Liquidity Event” means any (a) liquidation, dissolution or winding up of the Corporation; (b) acquisition of the Corporation by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger, share exchange, share purchase or consolidation) provided that the applicable transaction shall not be deemed a liquidation unless the Corporation’s stockholders constituted immediately prior to such transaction hold less than 50% of the voting power of the surviving or acquiring entity; or (c) the sale, lease, transfer or other disposition, in a single transaction or series of related transactions, by the Corporation or any subsidiary of the Corporation of all or substantially all the assets of the Corporation and its subsidiaries taken as a whole, or the sale or disposition (whether by merger or otherwise) of one or more subsidiaries of the Corporation if substantially all of the assets of the Corporation and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries. | ||||||||||||||
Written notice of any Liquidation Event (the “Liquidation Notice”) shall be given by mail, postage prepaid, or by facsimile to non-U.S. residents, not less than five days prior to the anticipated payment date state therein, to the holders of record of Series A Preferred Stock, such notice to be addressed to each such holder at its address as shown by the records of the Corporation. The Liquidation Notice shall state (i) the anticipated payment date, and (ii) the total Liquidation Value available for distribution to Series A Preferred Stock shareholders upon the occurrence of the Liquidation Event. | ||||||||||||||
Redemption | ||||||||||||||
The Series A Preferred Stock may be redeemed in whole or in part as determined by a resolution of the Board of Directors at any time, at a price equal to the Liquidation Value. | ||||||||||||||
Voting Rights | ||||||||||||||
Shares of Series A Preferred Stock shall have no rights to vote on any matter submitted to a vote of shareholders, except as required by law, in which case each share of Series A Preferred Stock shall be entitled to one vote. | ||||||||||||||
Conversion Rights | ||||||||||||||
Holders of Series A Preferred Stock will have no right to convert such shares into any other equity securities of the Company. | ||||||||||||||
Series B Preferred Stock | ||||||||||||||
The Company designated a class of Series B Preferred shares effective November 4, 2013. As of the date of this filing, no shares of our Series B Preferred Stock are issued and outstanding. Shares of our Series B Preferred Stock are entitled to receive, when and as declared by our Board of Directors, dividends at a rate of 8% per share annually, payable on the October 1 of each year. Such dividends shall be cumulative and shall accrue, whether or not earned or declared, from and after the date of issuance of the Series B Preferred Stock, whichever is later. Each share of Series B Preferred Stock shall be convertible, at any time and at the option of the holder, into ten shares of common stock (the “Stock Conversion Rate”). The Stock Conversion Rate is subject to certain adjustments for stock-splits, combinations, reclassifications, exchanges, substitutions, reorganizations, mergers and/or consolidations. | ||||||||||||||
Upon any liquidation, dissolution, or winding up of the Company, before any payment of cash or distribution of other property shall be made to the holders of common stock or any other class or series of stock subordinate in liquidation preference to the Company’s preferred stock, the assets of the Company shall be distributed as follows: first, the holders of the Series A Preferred Stock shall be entitled to the preferences detailed in the Certificate of Designation of Series A Preferred Stock; second, the holders of the Series B Preferred Stock shall be entitled to receive, pro rata according to the stated value of their shares, out of the assets of the Company legally available for distribution to its shareholders, the greater of: (i) the stated value per share or (ii) the amount such holder of Series B Preferred Stock would be entitled to receive if the shares of Series B Preferred Stock were converted into Common Stock at the Stock Conversion Rate. | ||||||||||||||
Shares of Series B Preferred Stock shall have no rights to vote on any matter submitted to a vote of shareholders, except as required by law, in which case each share of Series B Preferred Stock shall be entitled to one vote. | ||||||||||||||
Additional details regarding the Series B Preferred Stock can be found in our Articles of Amendment, which are on file with the Nevada Secretary of State. | ||||||||||||||
Common Stock Issuances | ||||||||||||||
For Services | ||||||||||||||
On June 18, 2014, the Company issued 1,000,000 restricted common shares to a service provider. These shares were valued at fair market value of $1.67 per share and have been charged as stock compensation to general and administrative expense. | ||||||||||||||
On June 18, 2014, the Company issued 250,000 restricted common shares to the President of our subsidiary, Tonopah Custom Processing, Inc. These shares were valued at fair market value of $1.67 per share and have been charged as stock compensation to general and administrative expense. | ||||||||||||||
On June 18, 2014, the Company issued 1,500,000 restricted common shares to an officer of the Company. These shares were valued at fair market value of $1.67 per share and have been charged as stock compensation to general and administrative expense. | ||||||||||||||
Conversion of Secured Creditor | ||||||||||||||
On October 10, 2013 we issued 27,000,000 shares of restricted common stock in connection with a settlement with our secured creditor. (See Note 9 Related Party Transactions). | ||||||||||||||
Conversion of Unsecured Note | ||||||||||||||
In connection with the Company’s tender offer, 3,916,848 shares of common stock were issued on August 2, 2013 in exchange for $1,762,582 of the 2011 unsecured convertible notes. | ||||||||||||||
A holder of a convertible promissory note dated January 26, 2011 converted the entirety of the note consisting of $100,000 of principal and $18,559 of interest on February 28, 2014 into 237,118 shares of the Company’s common stock. | ||||||||||||||
Conversion of Promissory Note | ||||||||||||||
On October 29, 2013, we issued 53,995 shares of common stock from the conversion of $25,000 of principal and $1,997 interest of promissory note. | ||||||||||||||
On December 5, 2013, we issued 57,463 shares of common stock for the conversion of $25,000 of principal and $3,732 interest of a promissory note. | ||||||||||||||
Debt Settlements | ||||||||||||||
During the three months ended March 31, 2013, the Company issued 2,087,562 shares for the conversion of outstanding debts. | ||||||||||||||
During the three months ended September 30, 2013, the Company issued 1,500,000 shares for settlement of outstanding debts and issued 400,000 shares pursuant to a warrant exercise. | ||||||||||||||
On December 5, 2013, we issued 56,649 shares of common stock for the settlement of $28,343 of existing debt of the Company. | ||||||||||||||
On January 17, 2014, the Company entered into a Debt Settlement Agreement with a debt holder wherein a $273,910 debt was settled for 387,820 shares of restricted common stock. | ||||||||||||||
On January 17, 2014, the Company entered into a Debt Settlement Agreement with a debt holder wherein a $125,000 debt was settled for 250,000 shares of restricted common stock. | ||||||||||||||
On January 17, 2014, the Company settled a $225,000 debt by converting the entire debt into 800,000 shares of restricted common stock of the Company. Pursuant to a Debt Settlement Agreement previously executed on April 3, 2013 the debt was converted at a per share price of $0.28125. | ||||||||||||||
On February 13, 2014, the Company entered into an agreement with a debt holder wherein $458,250 of accrued expenses was settled for 300,000 shares of restricted common stock and $21,750 was charged as loss on settlement of debt to general and administrative expense. | ||||||||||||||
On March 4, 2014, the Company entered into a Debt Settlement Agreement with a debt holder wherein a $100,000 debt was settled for 200,000 shares of restricted common stock. | ||||||||||||||
On April 22, 2014, the Company entered into a Debt Settlement Agreement with a debt holder wherein a $100,000 debt was settled for 112,360 shares of restricted common stock. | ||||||||||||||
On June 10, 2014, the Company issued 50,000 unregistered shares of common stock to a former consultant for the settlement of consulting fees. | ||||||||||||||
On July 15, 2014, the Company entered into a Settlement Agreement with a former director wherein the parties agreed on the number of options issued to the former director under the 2010 Plan, resolved any and all claims against the Company and the Company issued 150,000 warrants at an exercise price of $2.00 per share that expire July 15, 2017. The fair value of the options of $147,468 was recorded as loss on settlement of debt. The fair value was determined using Black-Scholes using an exercise price of $2.00, volatility 75%, and a risk free rate of return of 0.98%. | ||||||||||||||
The Company recorded non-cash loss on settlement of debt of $1,106,487 and $1,372,977 for the years ended December 31, 2014 and 2013, respectively. | ||||||||||||||
Stock Warrants | ||||||||||||||
In the fourth quarter of 2013, we issued 1,775,138 shares of unregistered common stock pursuant to the exercise of outstanding common stock purchase warrants at a price of $0.25 per share and 100,000 at $0.50 per share for an aggregate purchase price of $493,785. | ||||||||||||||
On July 15, 2014, a holder with an option to purchase a total of 400,000 shares under the 2010 Plan originally granted on September 14, 2010 executed a cashless exercise wherein 282,000 restricted shares were issued and 118,000 shares were surrendered as payment for the issued shares. | ||||||||||||||
During the year ended December 31, 2014, a total of 7,025,227 warrants to purchase common stock were exercised: 1,830,867 warrants were exercised at a price of $0.25 per share; 520,000 warrants exercised at $0.50 per share; 4,000,000 warrants exercised at $0.60 per share, 244,360 warrants exercised at $0.89 per share and 430,000 at $1.00 per share for an aggregate total of $3,790,197. | ||||||||||||||
Option Grants | ||||||||||||||
2010 Plan | ||||||||||||||
The Company had one stock option plan: the 2010 Stock Incentive Plan, as amended (the “Plan”). Stock options, stock appreciation rights, restricted stock and other stock and cash awards may be granted under the Plan. In general, options vest over a period ranging from immediate vesting to five years and expire 10 years from the date of grant. Effective January 21, 2011, the Company’s Board of Directors (the “Board”) authorized an amendment to the 2010 Stock Incentive Plan, to increase the number of options available for granting under the Plan from 3,000,000 to 13,500,000 and authorized the Company to file an S-8 Registration Statement with the U.S. Securities and Exchange Commission (subsequently filed on January 27, 2011, File No. 333-171906) for the registration of the shares available in the Plan. On March 15, 2011, with the closing of the Shea Exchange Agreement a “change of control” event was deemed to have occurred and 13,500,000 previously granted stock options vested in full. Effective July 25, 2011, the Plan was amended to increase the total shares of stock which may be issued under the Plan from 13,500,000 to 14,500,000. | ||||||||||||||
The Company has been receiving files from former officers and attorneys. Upon review of the files, the original Plan and Board Resolution were located. The Plan approved by the Board of Directors on March 22, 2010 authorized 3,000,000 shares of common stock for issuance under the Plan. The Board of Directors voted to increase the number of shares available under the Plan on January 21, 2011. Section 9.11 of the Plan as approved by the Board states: | ||||||||||||||
9.11 Amendment of the Plan. The Board of Directors may amend or discontinue the Plan at any time. However, no such amendment or discontinuance shall adversely change or impair, without the consent of the recipient, an Incentive previously granted. Further, no such amendment shall, without approval of the stockholders of the Company, (a) increase the maximum number of shares of Common Stock which may be issued to all participants under the Plan, (b) change or expand the types of Incentives that may be granted under the Plan, (c) change the class of persons eligible to receive Incentives under the Plan, or (d) materially increase the benefits accruing to participants under the Plan. | ||||||||||||||
Pursuant to the terms of the Plan, the stockholders of the Company must approve this increase. As the stockholders of the Company did not approve the increase of shares available under the Plan, the increase on January 21, 2011 was not effective. | ||||||||||||||
As of January 21, 2011 the Company had issued a total of 2,800,000 options to purchase shares under the Plan and had 200,000 shares remaining authorized and unissued. However, also on January 21, 2011, the Board of Directors authorized the issuance of 10,500,000 options. This issuance far exceeded the number of shares available and the excess issuances were not valid. As a correction measure, the Company has divided the 200,000 shares that were available pro-rata between the persons named in the resolution. | ||||||||||||||
As a result of this correction there are a total of 1,631,842 options granted and available for exercise under the Plan outstanding as of the date of this filing. | ||||||||||||||
The Board of Directors terminated the 2010 option plan on August 23, 2013. | ||||||||||||||
Options issued in 2013 | ||||||||||||||
The following options were issued in 2013 outside of any option plan: | ||||||||||||||
The Company executed an Employment Agreement with Sharon Ullman dated effective November 13, 2013. As compensation for her employment as the Chief Executive Officer of the Company, Ms. Ullman was granted a total of 4,500,000 options to purchase common stock of the Company at an exercise price of $0.40 per share, with a grant term of 7 years. A total of 1,500,000 options vest upon each of the following: (i) November 13, 2013; (ii) June 1, 2014; and (iii) June 1, 2015. | ||||||||||||||
The Company executed an Employment Agreement with Jim Stieben dated effective October 15, 2013. Pursuant to the agreement, Mr. Stieben was appointed the President and Director of Operations of Tonopah Custom Processing, Inc. As compensation for his services, Mr. Stieben was granted a total of 1,500,000 options to purchase common stock of the Company at an exercise price of $0.60 per share, with a grant term of 7 years. A total of 750,000 options vested on October 15, 2013, and 375,000 options will vest upon each of the following: (i) the completed construction of a permitted processing building on the Miller’s Mill site; and (ii) the Company achieving profitability. | ||||||||||||||
2014 Option Plan | ||||||||||||||
By Board Resolution effective January 27, 2014, the Company adopted a 2014 Stock Incentive Plan (the “Plan”) to compensate employees and consulting groups in their efforts to enhance the long-term shareholder value of the Company. Pursuant to the Plan, selected persons are offered opportunities to participate in the Company's growth and success and are encouraged to acquire and maintain stock ownership in the Company. The Plan grants options to purchase shares of our common stock vesting at dates beginning on the date of grant and issuable at chronological or performance increments. The Plan Administrator may also grandfather in existing options granted during 2013. The shareholders approved the 2014 Plan at the 2014 annual meeting. | ||||||||||||||
Under administration by the Compensation Committee (the “Plan Administrator”), a maximum of 75,000,000 shares of common stock are available for issuance under the Plan, subject to adjustment from time to time. Awards may be granted under the Plan to officers, directors, employees and consultants of the Company and as the Plan Administrator selects. The Plan Administrator is authorized, in its sole discretion, to issue options as incentive stock options, which shall be appropriately designated. The term of each option to purchase common stock of the Company is established by the Plan Administrator or, if not so established, is 10 years from the grant date. | ||||||||||||||
The Plan Administrator establishes the time at which each option shall vest and become exercisable. If not established in the instrument evidencing the option, the option shall vest and become exercisable according to the following schedule: (i) after one year of the participant’s continuous employment or service with the company or its related corporations, one quarter of the total options will be vested and exercisable; (ii) after each additional six-month period of continuous service completed thereafter, an additional one eighth of the total options will be vested and exercisable; and (iii) after four years, 100% of the options will be vested and exercisable. Under the terms of the Plan, the exercise price for shares shall be paid in cash or check to the Company unless the Plan Administrator determines otherwise. | ||||||||||||||
The Plan Administrator shall determine whether the options will continue to be exercisable, and the terms and conditions of such exercise, if a participant ceases to be employed or provide services to the Company. If not so established in the instrument evidencing such options, any portion of an option that is not vested and exercisable on the date of termination of the participant’s employment or service relationship (the “Employment Termination Date”) shall expire on such date. Any portion of an option that is vested and exercisable on the Employment Termination Date shall expire upon the earliest to occur of: (i) if the participant’s Employment Termination Date occurs by reason of retirement, disability or death, the one-year anniversary of such Employment Termination Date; (ii) if the participant’s Employment Termination Date occurs for reasons other than cause, retirement, disability or death, the three-month anniversary of such Employment Termination Date; or (iii) the last day of the option term. Notwithstanding the foregoing, if the participant dies after the Employment Termination Date while the Option is otherwise exercisable, the portion of the option that is vested and exercisable on such Employment Termination Date shall expire upon the earlier to occur of: (a) the last day of the option term; or (b) the first anniversary of the date of death, unless the Plan Administrator determines otherwise. | ||||||||||||||
If a participant is terminated for cause, the options shall automatically expire at the time the Company first notifies the participant of the termination. If a participant’s employment is suspended pending investigation of whether they will be terminated for cause, the participant’s rights under any option shall be suspended during the period of investigation. Awards granted under the Plan may not be assigned, except, to the extent permitted by Section 422 of the Internal Revenue Code (the “IRC”), and the Plan Administrator may permit such assignment, transfer and exercisability, and may permit a participant to designate a beneficiary who may exercise the award or receive compensation under the award after the participant’s death. Any award permitted to be assigned shall be subject to the terms and conditions contained in the instrument evidencing the award. | ||||||||||||||
The Plan may only be amended by the Company’s Board of Directors, as it deems advisable. Shareholder approval shall be required for any amendment to the extent required for compliance with Section 422 of the IRC, as amended or any applicable law or regulation. The Board may suspend or terminate the Plan at any time. Incentive stock options may not be granted more than 10 years after the later of the Plan’s adoption by the Board or the adoption by the Board of any amendment to the Plan that constitutes adoption of a new plan for the purpose of Section 422 of the IRC. Participants who are residents of California shall be subject to additional terms and conditions until the Common Stock becomes a publicly traded security, under the California Securities Code. | ||||||||||||||
The Company grandfathered the following options issued to consultants during the 4th quarter of 2013 in to the 2014 Plan: | ||||||||||||||
The Company entered into a Strategic Advisory Services Agreement with P5, LLC (“P5”) dated effective October 15, 2013, to provide strategic advisory services. As consideration for such services, the Company granted P5 a total of 17,500,000 options to purchase common stock of the Company, with 7,500,000 shares available for purchase at an exercise price of $0.65 per share and 10,000,000 shares available for purchase at an exercise price of $1.25 per share, with a grant term of seven years and subject to a vesting schedule. With respect to the options to purchase up to 7,500,000 shares at $0.65 per share, 2,500,000 options vest upon each of the following: (i) October 15, 2013 (the “P5 Grant Date”); (ii) 90 days after the P5 Grant Date; and (iii) 180 days after the P5 Grant Date. With respect to the options to purchase up to 10,000,000 shares at an exercise price of $1.25 per share, 2,500,000 options vest upon each of the following: April 1, 2014, July 1, 2014, October 1, 2014 and January 1, 2015. | ||||||||||||||
The Company entered into a Strategic Advisory Services Agreement with a consultant dated effective October 15, 2013. As consideration for the consultant’s assistance in expanding the Company’s operations and securing new business arrangements, the Company granted the consultant an aggregate of 3,500,000 options to purchase common stock of the Company, with 1,500,000 shares available for purchase at an exercise price of $0.65 per share and 2,000,000 shares available for purchase at an exercise price of $1.25 per share, with a grant term of seven years and subject to a vesting schedule. With respect to the options to purchase up to 1,500,000 shares at $0.65 per share, 500,000 options vest upon each of the following: (i) October 15, 2013 (the “Consultant Grant Date”); (ii) 90 days after the Consultant Grant Date; and (iii) 180 days after the Consultant Grant Date. With respect to the options to purchase up to 2,000,000 shares at an exercise price of $1.25 per share, 500,000 options vest upon each of the following: April 1, 2014, July 1, 2014, October 1, 2014 and January 1, 2015. | ||||||||||||||
On December 26, 2013, the Company entered into a Consulting Services Agreement with LR Advisors, LLC (“LRA”). Pursuant to the terms of the agreement, LRA agreed to provide the Company advisory services in connection with the Company’s investor relations. As compensation for such services, LRA was granted a total of 1,500,000 options to purchase common stock of the Company at an exercise price of $1.25 per share, with a grant term of seven years. The options vested in full upon execution of the agreement. | ||||||||||||||
The Company entered into a Consulting Agreement with EAS Advisors, LLC (“EAS”) on January 1, 2014, whereby EAS agreed to provide the Company general corporate advice, guidance and strategic services relating to the Company’s milling assets and the development of mining clients and contacts. As consideration for such services, the Company granted EAS an aggregate of 2,000,000 options to purchase common stock of the Company, with 1,000,000 shares available for purchase at an exercise price of $1.25 per share and 1,000,000 shares available for purchase at an exercise price of $2.25 per share, with a grant term of seven years and subject to a vesting schedule. With respect to the options to purchase up to 1,000,000 shares at $1.25 per share, 250,000 options vest upon each of the following: (i) January 1, 2014 (the “EAS Grant Date”); (ii) 90 days after the EAS Grant Date; (iii) 180 days after the EAS Grant Date; and (iv) 270 days after the EAS Grant Date. With respect to the options to purchase up to 1,000,000 shares at an exercise price of $2.25 per share, 250,000 options vest upon each of the following: July 1, 2014, October 1, 2014, November 1, 2014 and December 1, 2014. The Company estimated the fair value of these options of $1,398,584 using the above Black-Scholes pricing model and will amortize over the vesting term. | ||||||||||||||
On June 18, 2014, the Company granted 250,000 options to purchase common stock of the Company at an exercise price of $1.67 per share with a term of seven years to a legal advisor. The options vest in full on grant. | ||||||||||||||
On June 18, 2014, the Company granted 750,000 options to purchase common stock of the Company at an exercise price of $1.67 per share with a term of seven years to the President of our Tonopah Custom Processing, Inc. subsidiary. The options vest in full on grant. | ||||||||||||||
On June 18, 2014, the Company granted 1,000,000 options to purchase common stock of the Company at an exercise price of $1.67 per share with a term of seven years to an officer of the Company. The options vest in full on grant. | ||||||||||||||
The Company uses the Black-Scholes pricing model as a method for determining the estimated fair value for stock awards. Compensation expense for stock awards is recognized on a straight-line basis over the vesting period of service awards and for performance-based awards, the Company recognizes the expense when the performance condition is probable of being met. | ||||||||||||||
In determining the compensation cost of the stock awards granted during fiscal 2014 and 2013, the fair value of each grant had been estimated on the date of grant using the Black-Scholes pricing model and the weighted average assumptions used in these calculations are summarized below: | ||||||||||||||
2014 | 2013 | |||||||||||||
Risk-free interest rate | 2.21% | 2.11% | ||||||||||||
Expected volatility factor | 75% | 75% | ||||||||||||
Expected dividend | — | — | ||||||||||||
Expected option term | 7 years | 7 years | ||||||||||||
The Company reviews its current assumptions on a periodic basis and adjusts them as necessary to ensure an accurate valuation. The risk-free interest rate is based on the Federal Reserve Board’s constant maturities of the U.S. Treasury bond obligations with terms comparable to the expected life of the options at their issuance date. The Company uses historical data to estimate expected forfeitures, expected dividend yield, expected volatility of the Company’s stock and the expected life of the options. | ||||||||||||||
The Company recorded $8,206,286 and $4,107,806 related to compensation expense for the years ended December 31, 2014 and 2013, respectively. All compensation expense is included in general and administrative expense. There was no tax benefit from recording this non-cash expense due to our income tax valuation allowance and due to a portion of the options being incentive stock options. The compensation expense had a $0.08 and $0.04 per share impact on the loss per share for the years ended December 31, 2014 and 2013, respectively. As of December 31, 2014, there was $703,372 in unrecognized compensation expense. | ||||||||||||||
The following tables summarize information about the Company’s stock options: | ||||||||||||||
Number of | Weighted | |||||||||||||
Options | Average | |||||||||||||
Exercise | ||||||||||||||
Price | ||||||||||||||
Options outstanding - December 31, 2012 | 10,438,335 | $ | 0.64 | |||||||||||
Granted | 28,500,000 | 0.89 | ||||||||||||
Canceled or expired | -6,187,493 | 0.56 | ||||||||||||
Exercised | — | — | ||||||||||||
Options outstanding - December 31, 2013 | 32,750,842 | $ | 0.88 | |||||||||||
Granted | 4,000,000 | 1.71 | ||||||||||||
Canceled or expired | -2,337,000 | 0.79 | ||||||||||||
Exercised | -282,000 | 0.6 | ||||||||||||
Options outstanding – December 31, 2014 | 34,131,842 | $ | 0.99 | |||||||||||
Weighted average fair value of options granted during the year ended December 31, 2013 | $ | 0.27 | ||||||||||||
Weighted average fair value of options granted during the year ended December 31, 2014 | $ | 0.94 | ||||||||||||
A summary of the Company’s nonvested options at December 31, 2014, and changes during the year ended December 31, 2014, is presented below: | ||||||||||||||
Options | Weighted | |||||||||||||
Average | ||||||||||||||
Grant Date | ||||||||||||||
Fair Value | ||||||||||||||
Non-vested, beginning of period | 21,750,000 | $ | 0.24 | |||||||||||
Granted | 4,000,000 | $ | 0.94 | |||||||||||
Vested | -20,500,000 | $ | 0.24 | |||||||||||
Forfeited | — | $ | — | |||||||||||
Non-vested, end of period | 5,250,000 | $ | 0.24 | |||||||||||
The following tables summarize information about stock options outstanding and exercisable at December 31, 2014: | ||||||||||||||
Options Outstanding at December 31, 2014 | ||||||||||||||
Range of | Number | Weighted | Weighted | Aggregate | ||||||||||
Exercise Prices | Outstanding | Remaining | Average | Intrinsic | ||||||||||
Contractual | Exercise | Value(1) | ||||||||||||
Life | Price | |||||||||||||
$0.40 to $0.60 | 6,031,842 | 6.1 years | $ | 0.45 | $ | 3,415,603 | ||||||||
$0.61 to $1.00 | 10,600,000 | 5.5 years | $ | 0.69 | $ | 3,310,000 | ||||||||
$1.01 to $1.50 | 14,500,000 | 6.1 years | $ | 1.25 | $ | - | ||||||||
$1.51 to $2.25 | 3,000,000 | 6.6 years | $ | 1.86 | $ | - | ||||||||
$0.40 to $2.25 | 34,131,842 | 6.0 years | $ | 0.99 | $ | 6,625,603 | ||||||||
Options Exercisable at December 31, 2014 | ||||||||||||||
Range of | Number | Weighted | Weighted | Aggregate | ||||||||||
Exercise Prices | Exercisable | Remaining | Average | Intrinsic | ||||||||||
Contractual | Exercise | Value(1) | ||||||||||||
Life | Price | |||||||||||||
$0.40 to $0.60 | 3,781,842 | 6.1 years | $ | 0.44 | $ | 2,115,603 | ||||||||
$0.61 to $1.00 | 10,600,000 | 5.5 years | $ | 0.69 | $ | 3,310,000 | ||||||||
$1.01 to $1.50 | 11,500,000 | 6.1 years | $ | 1.25 | $ | - | ||||||||
$1.51 to $2.25 | 3,000,000 | 6.6 years | $ | 1.86 | $ | - | ||||||||
$0.40 to $2.25 | 28,881,842 | 5.9 years | $ | 1 | $ | 5,425,603 | ||||||||
-1 | The aggregate intrinsic value in the table represents the difference between the closing stock price on December 31, 2014 and the exercise price, multiplied by the number of in-the-money options that would have been received by the option holders had all option holders exercised their options on December 31, 2014. No options were exercised during 2014. | |||||||||||||
On July 15, 2014, a holder with an option to purchase a total of 400,000 shares under the 2010 Plan originally granted on September 14, 2010 executed a cashless exercise wherein 282,000 restricted shares were issued and 118,000 shares were surrendered as payment for the issued shares. | ||||||||||||||
Common Stock Purchase Warrants | ||||||||||||||
For warrants granted to non-employees in exchange for services, we recorded the fair value of the equity instrument using the Black-Scholes pricing model unless the value of the services is more reliably measurable. | ||||||||||||||
Pursuant to the terms of the employment agreement executed on February 19, 2013, the Company granted Joseph Rosamilia compensatory common stock purchase warrants for the purchase of 500,000 shares of common stock. The compensatory warrants vested quarterly in increments of 125,000 shares. All 500,000 compensatory warrants have vested. The exercise price of the 500,000 warrants is $0.20 per share. If the Company files a registration statement at any time while the compensatory warrants are exercisable, the shares purchasable under the compensatory warrants will be included in such registration statement. The compensatory warrants will be exercisable for seven years from the date of the Agreement. | ||||||||||||||
On August 6, 2013, 3,916,849 warrants to purchase common stock were issued to tender offer participants. These warrants to purchase common stock were issued in an amount equal to the number of shares received under the conversion of the eligible note being exchanged pursuant to an issuer tender offer filed July 2, 2013, exercisable for two years with an exercise price of $0.25 per share for the first 180 days following the tender offer and $0.50 per share thereafter, with substantially the same terms as the original warrants except the new warrants contained a call provision that may be exercised at $0.80 if the Company’s common stock trades above $0.80 for ten consecutive days. | ||||||||||||||
On October 7, 2014, 466,667 warrants to purchase common stock were exercised at a per share price of $0.60 for a total of $280,000. | ||||||||||||||
On October 17, 2014, 112,360 warrants to purchase common stock were exercised at a per share price of $0.89 for a total of $100,000. | ||||||||||||||
On November 26, 2014, 35,000 warrants to purchase common stock were exercised at a per share price of $0.89 for a total of $31,150. | ||||||||||||||
On November 26, 2014, 283,333 warrants to purchase common stock were exercised at a per share price of $0.60 for a total of $170,000. | ||||||||||||||
On December 5, 2014, 57,000 warrants to purchase common stock were exercised at a per share price of $0.89 for a total of $50,730. | ||||||||||||||
In 2013, the Company issued 153,995 warrants to purchase common stock at an exercise price of $0.25 per share exercisable for two years. | ||||||||||||||
On June 20, 2013, the Company issued 4,500,000 warrants to purchase common stock at an exercise price of $0.89 per share expiring on June 20, 2020. | ||||||||||||||
On September 11, 2013, the Company issued 400,000 warrants to purchase common stock at an exercise price of $0.01 cent per share. | ||||||||||||||
On December 5, 2013, the Company issued 63,500 warrants to purchase common stock at an exercise price of $0.25 per share expiring on August 6, 2015. | ||||||||||||||
Using the Black-Scholes pricing model, the following assumptions were used to calculate the fair value of the stock purchase warrants granted, for which the fair value of the services were not more reliably measurable: (ii) during 2013: dividend yield of 0%, risk-free interest rate of the “on-the-run” U.S. Treasury bond of the equivalent tenor, expected life equal to the contractual life of the respective warrant, and volatility of 75% and (ii) during 2012: dividend yield of 0%, risk-free interest rate of 2%, expected life equal to the contractual life of two years, and volatility of 153%. | ||||||||||||||
The Company reviews its current assumptions on a periodic basis and adjusts them as necessary to ensure an accurate valuation. The risk-free interest rate is based on the Federal Reserve Board’s constant maturities of the U.S. Treasury bond obligations with terms comparable to the contractual term of the warrants at their issuance date. The Company uses historical data to estimate expected dividend yield and volatility of the Company’s stock. | ||||||||||||||
The following table summarizes information about the Company’s stock purchase warrants outstanding at December 31, 2014 and 2013: | ||||||||||||||
Number | Weighted | Range | Weighted | |||||||||||
Average | of | Remaining | ||||||||||||
Exercise | Exercise | Contractual | ||||||||||||
Price | Price | Life | ||||||||||||
Outstanding at December 31, 2012 | 11,126,875 | $ | 0.63 | $ | 0.25 – 1.00 | 1.7 years | ||||||||
Granted | 9,534,345 | $ | 0.54 | $ | 0.01-0.89 | |||||||||
Cancelled or expired | -4,396,878 | $ | 0.5 | $ | 0.50-1.00 | |||||||||
Exercised | -2,275,138 | $ | 0.22 | $ | 0.01-0.50 | |||||||||
Outstanding at December 31, 2013 | 13,989,207 | $ | 0.67 | $ | 0.20 – 1.00 | 3.3 years | ||||||||
Granted | 150,000 | $ | 2 | $ | 2 | |||||||||
Cancelled or expired | -1,630,000 | 1 | $ | 1 | ||||||||||
Exercised | -7,025,227 | $ | 0.54 | $ | 0.25 – 1.00 | |||||||||
Outstanding at December 31, 2014 | 5,483,980 | $ | 0.79 | $ | 0.20 – 2.00 | 4.8 years | ||||||||
Warrants exercisable at December 31, 2014 | 5,483,980 | |||||||||||||
During the year ended December 31, 2014, a total of 7,025,227 warrants to purchase common stock were exercised: 1,730,867 warrants were exercised at a price of $0.25 per share; 620,000 warrants exercised at $0.50 per share; 4,000,000 warrants exercised at $0.60 per share, 244,360 warrants exercised at $0.89 per share and 430,000 at $1.00 per share for an aggregate total of $3,790,197. | ||||||||||||||
The aggregate intrinsic value of the 5,483,980 outstanding and exercisable warrants at December 31, 2014 was $1,301,875. The intrinsic value is the difference between the closing stock price on December 31, 2014 and the exercise price, multiplied by the number of in-the-money warrants had all warrant holders exercised their warrants on December 31, 2013. | ||||||||||||||
The aggregate intrinsic value of the 13,989,207 outstanding and exercisable warrants at December 31, 2013 was $5,471,473. The intrinsic value is the difference between the closing stock price on December 31, 2013 and the exercise price, multiplied by the number of in-the-money warrants had all warrant holders exercised their warrants on December 31, 2013. | ||||||||||||||
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended | ||
Dec. 31, 2014 | |||
Commitments and Contingencies Disclosure [Abstract] | |||
COMMITMENTS AND CONTINGENCIES | NOTE 8 – COMMITMENTS AND CONTINGENCIES | ||
Executive Employment Agreements | |||
On November 13, 2013, the Company entered into an employment agreement with Sharon Ullman to serve as Chief Executive Officer (CEO). Ms. Ullman had been serving as the Company’s interim CEO since December 16, 2011, and CEO since October 9, 2012 when the Board removed “interim” from her title, but did not have an agreement in place. The term of the agreement is for a period of three years commencing on November 13, 2013. Ms. Ullman shall be paid a salary consisting of $12,500 per month and shall be reimbursed for out of pocket business expenses already paid by her during her service to the Company and any health insurance payments she has made beginning November 1, 2013. Ms. Ullman was issued options to purchase 4,500,000 shares of Common Stock of the Company at $0.40 per share, of which 1,500,000 vested on November 13, 2013, 1,500,000 will vest on June 1, 2014, and 1,500,000 will vest on June 1, 2015. If there is a change in control of the Company, upon termination of her employment or during a period of disability Ms. Ullman will be entitled to the benefits listed above. | |||
On February 19, 2013, the Company entered into an employment agreement with Joseph Rosamilia to serve as Chief Financial Officer (CFO). The term of the agreement is for a period of Three (3) years, commencing on February 1, 2013. In his first year of employment, Mr. Rosamilia is entitled to a base salary of $5,000 per month for February through April and $7,500 per month for May 2013 through January 2014. The Company granted the Employee compensatory common stock purchase warrants for the purchase of 1,500,000 shares of common stock, with 500,000 compensatory warrants currently vested. The exercise price of the 500,000 compensatory warrants is $0.20 per share. If the Company files a registration statement at any time while the compensatory warrants are exercisable, the shares purchasable under the compensatory warrants will be included in such registration statement. The compensatory warrants will be exercisable for seven years from the date of the agreement. The agreement includes standard confidentiality provisions, as well as a one-year non-solicitation provision and a one-year non-competition provision. The Company and Rosamilia executed an addendum to the employment agreement dated April 1, 2014 cancelling 1,000,000 compensatory warrants. | |||
On June 10, 2014 the Company entered into a one year employment agreement with Robert Geiges to serve as our Chief Financial Officer with a base salary of $1,000 per month. | |||
Except as reported in Item 11, we have not entered into any severance or change of control provisions with any of our other executive officers. | |||
Legal Matters | |||
Mark Dacko | |||
Mark Dacko, the Company’s former Chief Financial Officer, made a Demand for Arbitration on December 21, 2012 with the American Arbitration Association for legal claims against the Company involving his previous employment. The Company and Mr. Dacko were in dispute regarding his employment with the Company as well as the details of his termination. On December 30, 2013, the Company entered into a settlement agreement with Mark Dacko. | |||
Midwest Investment Partners, LLC v. Standard Gold Holdings, Inc. | |||
On September 6, 2013, Midwest Investment Partners, LLC filed suit in the United States District Court for the Southern District of Indiana, Evansville Division against Standard Gold Holdings, Inc. alleging a breach of the Company’s obligations under a $50,000 6% Convertible Promissory Note, dated April 5, 2011, and a $25,000 6% Convertible Promissory Note, dated September 2, 2011, by (i) failing to repay the April 5, 2011 Note when due on October 6, 2011, and (ii) failing to repay the September 2, 2011 Note when due on February 29, 2012. On January 10, 2014, Standard Gold filed an Answer with Affirmative and Other Defenses to Midwest’s Complaint and Demand for Jury Trial. On April 3, 2014, Midwest filed a Motion for Summary Judgment. On August 28, 2014, the Court entered an Order granting Midwest’s Motion for Summary Judgment and closed judgment in favor of Midwest against Standard Gold. | |||
Midwest Investment Partners, LLC v. Standard Metals Processing, Inc. | |||
On March 17, 2014, Midwest Investment Partners, LLC filed suit against Standard Metals Processing, Inc. in Vanderburgh County Superior Court, Vanderburgh, Indiana, alleging that Standard Metals had wrongfully refused to remove a transfer restriction on Midwest’s shares of Standard Metals stock pursuant to Rule 144 of the Securities Act. On March 27, 2014, Standard Metals filed a Notice of Removal of a Civil Action requesting that the case proceed in the United States District Court for the Southern District of Indiana, Evansville Division as an action properly removed pursuant to 28 U.S.C. §§ 1441 (a) and (b). On April 15, 2014, Standard Metals served and filed its Answer and Affirmative Defenses to Plaintiff’s Complaint and Demand for Jury Trial. On November 26, 2014, Standard Metals filed a Motion for Summary Judgment. On February 11, 2015, the Court issued an Order granting Standard Metals’ Motion for Summary Judgment and entered a Final Judgment in favor of Standard Metals and terminating the action. | |||
Standard Metals Processing, Inc. v. Steven E. Flechner, and fictitious parties A-Z who are individuals, entities, corporations, trusts, organizations or others who may have been issued stock options by Plaintiff pursuant to the January 21, 2011 Plan Amendment | |||
On April 21, 2014, Standard Metals Processing, Inc. filed a Complaint for Declaratory Judgment in the Circuit Court of Etowah County, Alabama requesting that the Court issue a declaratory judgment finding that the January 21, 2011 amendment to the Stock Option Agreement approved by the Board of Directors on March 22, 2010 was invalid because it lacked required shareholder approval and rescinding any stock option awards issued thereafter; declaring that Stephen E. Flechner’s option rights allowed only for a pro-rata portion of available options, which must include appropriate and customary restrictive legends and declaring that the fictitious parties’ option rights allowed only for a corresponding pro-rata portion; or in the alternative, declaring that Flechner and the fictitious parties’ option rights were void. | |||
On May 28, 2014, Stephen E. Flechner filed a Notice of Removal to the United States District Court for the Northern District of Alabama, Middle Division. On May 28, 2014, Flechner also filed a Motion to Dismiss the Complaint for Declaratory Judgment or, in the Alternative, a Motion to Change Venue to the United States District Court for the District of Colorado. On June 10, 2014, Standard Metals Processing, Inc. filed a Motion to strike Flechner’s declaration filed as an exhibit to his Notice of Removal, and a Motion to Remand the action back to the Circuit Court of Etowah, Alabama. On November 7, 2014, Standard Metals filed a Motion for leave to file an amended Complaint. On November 21, 2014, Flechner filed his opposition to Standard Metals’ Motion for leave to file an amended Complaint. On November 26, 2014, Standard Metals filed a Response to Flechner’s Opposition to Standard Metals’ Motion for leave to file an amended Complaint. To date, the Court has not issued a decision regarding Standard Metals’ Motion for leave to file an amended Complaint. On December 22, 2014, Standard Metals filed a Response to Flechner’s Motion to Dismiss the Complaint for Declaratory Judgment or, in the Alternative, a Motion to Change Venue to the United States District Court for the District of Colorado. To date, the Court has not issued a decision regarding Standard Metals’ Motion to Dismiss the Complaint for Declaratory Judgment or, in the Alternative, a Motion to Change Venue to the United States District Court for the District of Colorado. On December 30, 2014, the Court entered an Order denying Standard Metals’ Motion to strike Flechner’s declaration filed as an exhibit to his Notice of Removal and Standard Metals’ Motion to Remand. The Court also ordered Standard Metals to show cause why this matter should not be transferred to the United States District Court for the District of Colorado. On January 8, 2015, Standard Metals filed a Brief to show cause why this case should not be transferred. On January 16, 2015, Flechner filed a Response to Standard Metals’ Brief to show cause why this case should not be transferred. On January 21, 2015, Standard Metals filed a Sur-Response to Flechner’s Response to Standard Metals’ Brief to show cause why this case should not be transferred. On January 23, 2015, Flechner filed a Motion for leave to file a Reply to Standard Metals’ Sur-Response to Flechner’s Response to its Brief to show cause why this case should not be transferred. To date, the Court has not issued a decision regarding Flechner’s Motion for leave to file a Reply to Standard Metals’ Sur-Response to Flechner’s Response to its Brief to show cause why this case should not be transferred. Standard Metals intends to continue to vigorously prosecute its claims against Stephen E. Flechner. | |||
Stephen E. Flechner v. Standard Metals Processing, Inc. | |||
On April 29, 2014, Stephen E. Flechner filed suit in the United States District Court for the District of Colorado against Standard Metals Processing, Inc. alleging that Standard Metals had refused to allow him to exercise stock options granted to him pursuant to a Stock Option Agreement, dated April 1, 2010, and a second Stock Option Agreement, dated January 21, 2011. On June 12, 2014, Standard Metals filed an Answer and a Motion to Dismiss or, Alternatively, to Stay or Transfer the action to the United States District Court for the Northern District of Alabama, Middle Division. On July 3, 2014, Flechner filed a Response to Standard Metals’ Motion to Dismiss or, Alternatively, to Stay or Transfer the action to the United States District Court for the Northern District of Alabama, Middle Division. On July 21, 2014, Standard Metals filed its Reply in Support of its Motion to Dismiss or, Alternatively, to Stay or Transfer the action to the United States District Court for the Northern District of Alabama, Middle Division. On January 16, 2015, Standard Metals filed a Motion for Summary Judgment. On January 19, 2015, Flechner filed a Motion to Strike Standard Metals’ Motion for Summary Judgment. On January 20, 2015, Standard Metals filed a Response to Flechner’s Motion to Strike its Motion for Summary Judgment. On January 21, 2015, Flechner filed a Reply to Standard Metals’ Response to its Motion to Strike Standard Metals’ Motion for Summary Judgment. On January 23, 2015, the Court issued an Order granting in part and denying in part Standard Metals’ Motion to Dismiss or, Alternatively, to Stay or Transfer the action to the United States District Court for the Northern District of Alabama, Middle Division. The Court in its Order stayed further proceedings in Colorado pending the issuance of orders by the Alabama court. Thereafter, on January 26, 2015, the Court issued an Order vacating the February 20, 2015 Trial Preparation Conference and the March 9, 2015 Bench Trial. | |||
Deborah A. King v. Standard Metals Processing, Inc. f/k/a Standard Gold, Inc., Nevada Corporation | |||
On May 14, 2014, Deborah A. King filed suit against Standard Metals Processing, Inc. in the United States District Court for the District of Nevada. On June 25, 2014, Ms. King filed an Amended Complaint alleging that Standard Metals had refused to allow her to exercise the stock options assigned to her by her former husband, Stephen King, on January 21, 2011, pursuant to a Stock Option Agreement entered into on that date by Mr. King and Standard Metals. On July 16, 2014, Standard Metals filed a Motion to Dismiss the Action or Stay the Proceeding, or, in the Alternative, for a More Definite Statement. On December 9, 2014, the Court issued an Order granting Standard Metals’ Motion to Dismiss the Action and denying its Motion for a More Definite Statement as moot. On December 9, 2014, the Clerk of the Court issued a Judgment in a Civil Case stating that the issues in the case had been heard and a decision to dismiss the action had been rendered by the Court. | |||
Wits Basin Precious Minerals, Inc., Lee Levine, Michael Lepore, Mark McLain, Morton Waldman, Allan Staller, Thomas McAdam, Arthur Brown, DJ Sikka, and Bryan Reichel v. Standard Metals Processing, Inc. f/k/a Standard Gold, Inc., Nevada Corporation | |||
On September 10, 2014, Wits Basin Precious Minerals, Inc. filed suit against Standard Metals Processing, Inc. in the United States District Court for the District of Nevada asserting breach of contract, anticipatory breach of contract and equitable relief. On October 16, 2014, Wits Basin filed an Amended Complaint, adding new parties and alleging that Standard Metals had refused to allow it to exercise its option to purchase shares granted to it pursuant to an Exchange Agreement, dated March 15, 2011, so that Wits Basin could obtain shares to meet its requirements under private option agreements it had entered into with option holders, allowing those option holders certain rights, options and warrants to purchase stock in Standard Metals. On November 5, 2014, Standard Metals filed a Second Motion to Dismiss Wits Basin et al.’s Amended Complaint. On March 13, 2015, the Court issued an Order granting in part and denying in part Standard Metals’ Motion to Dismiss the action. The Court dismissed with prejudice Wits Basin et al.’s claims of breach of contract and anticipatory repudiation of the contract. However, the Court allowed Wits Basin et al’s claim against Standard Metals of interference with contract to go forward. Standard Metals Processing, Inc. intends to continue to vigorously defend against the remaining claim asserted by Wits Basin Precious Minerals Inc. et al. | |||
Blair Mielke v. Standard Metals Processing, Inc., a Nevada corporation, and Does 1 through 20, and Roes Corporations 1 through 20, inclusive | |||
On October 3, 2014, Blair Mielke filed suit against Standard Metals Processing, Inc. in the Eight Judicial District Court for the State of Nevada in and for the County of Clark, alleging that Standard Metals had refused to issue and deliver to him shares of the Company’s common stock pursuant to the filing of a Form 8-K with the United States Securities and Exchange Commission on August 30, 2011. On October 24, 2014, Standard Metals filed a Petition for Removal to the United States District Court for the District of Nevada (Las Vegas). On October 30, 2014, Standard Metals filed a First Motion to Dismiss. On November 17, 2014, Mielke filed a Response to Standard Metals’ First Motion to Dismiss. On November 24, 2014, Standard Metals filed a Reply to Mielke’s Response to its First Motion to Dismiss. To date, the Court has not issued a decision regarding Standard Metals’ First Motion to Dismiss. Standard Metals Processing, Inc. intends to continue to vigorously defend against claims by Blair Mielke. | |||
Consulting Agreement | |||
In May 2011, the Company entered into an agreement with a consultant to operate and manage a future toll milling facility in Clark County, Nevada as well as to perform other services as requested by the Company. The term of the agreement was for two years and could be renewed by mutual agreement of the parties. In return for these services, the Company had agreed to the following compensation throughout the term of this agreement: | |||
(1) | Issue 300,000 shares of its unregistered common stock, valued at $564,000 or $1.88 per share, the closing price on the date the agreement was executed; | ||
(2) | Pay the consultant a cash payment of $10,000 per month, plus certain living accommodation expenses for a residence in Clark County; | ||
(3) | Pay the consultant 25% of the calculated monthly net profits, as defined in the agreement, of the Clark County toll milling facility; and | ||
(4) | Pay the consultant 10% of the Company’s net profits derived from those contracts originated by the consultant. | ||
The Company has abandoned any plans to construct a facility in Clark County because of zoning and permitting requirements. This location could have only been a laboratory and not a facility that housed both toll milling capabilities and a laboratory. At December 31, 2013, the Company had accrued $458,250 and $183,790 for the future issuance of the common stock and unpaid monthly cash payments, respectively. On February 13, 2014, the Company issued the 300,000 unregistered shares of common stock valued at $480,000 to the consultant. | |||
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2014 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 9 – RELATED PARTY TRANSACTIONS |
Tina Gregerson/Tina Gregerson Family Properties, LLC | |
Tina Gregerson was appointed to our board of directors on October 1, 2012 and was appointed to chair the Company’s Compensation Committee. On February 11, 2015, the Company issued an unsecured promissory note (the “Note”) to Tina Gregerson Family Properties, LLC, an entity controlled by a director of the Company. The Note for up to $750,000 will be provided in tranches. Maturity of each tranche is one year from the date of receipt. Interest will accrue at 8% per annum on each tranche. As consideration, the Company agreed to issue common stock purchase warrants for the purchase of up to 250,000 shares of common stock exercisable for seven years at $1.23 per share. Under the terms of the Note, the Company received $200,000 on February 11, 2015 and $48,000 on February 13, 2015. | |
Pure Path Management Company, LLC | |
Pure Path Management Company, LLC (“Pure Path”) is currently the beneficial owner of 23% of the Company. On October 10, 2013, the Company issued 27,000,000 shares of common stock to Pure Path Management Company, LLC to settle $1,500,000 of the note payable and accrued interest by the Company to Pure Path. | |
In connection with the assignment of the Forbearance Agreement, the Parties executed an Agreement in Principle setting forth terms of the Forbearance Agreement (collectively the “Pure Path Agreements”). Pursuant to the Pure Path Agreements, Pure Path was to receive participation payments to be received on a quarterly basis for seven years after the final closing at a rate of 5% of adjusted gross revenue as such terms are defined in the Pure Path Agreements, past and future consulting fees for approximately $1,150,000, collection remedies and legal proceedings against the Company including foreclosure on the Deed of Trust, registration rights, rights of first refusal, tag along rights, preemptive rights, exclusive worldwide rights pertaining to financing and joint ventures, and other negative covenants regarding approval of corporate actions. | |
Pursuant to the Settlement and Release Agreement, Pure Path relinquished the foregoing rights and obligations owed to it and agreed to forbear collection remedies and legal proceedings against the Company including foreclosure on the Deed of Trust, and in connection with the settlement and release of various debts of approximately $1,500,000 and the consulting fees owed by the Company and relinquishment of rights by Pure Path, the Company issued 27,000,000 restricted shares and a Promissory Note (the “Pure Path Note”)in the amount of up to $2,500,000 with a beginning principal balance of $1,933,345 bearing interest of 8% per year for the current balance of the amounts owed under the Pure Path Agreements. | |
Under the terms of the Pure Path Note noted above, the Company received $82,500 on December 26, 2014 and $53,000 on February 4, 2015, such amounts were added to the principal of the Pure Path Note. | |
INCOME_TAXES
INCOME TAXES | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Income Tax Disclosure [Abstract] | ||||||||
INCOME TAXES | NOTE 10 - INCOME TAXES | |||||||
The components of income tax expense for the years ended December 31, 2014 and 2013 consist of the following: | ||||||||
2014 | 2013 | |||||||
Current tax provision | $ | — | $ | — | ||||
Deferred tax benefit | -5,519,000 | -2,635,000 | ||||||
Valuation allowance | 5,519,000 | 2,635,000 | ||||||
Total income tax provision | $ | — | $ | — | ||||
Reconciliations between the statutory rate and the effective tax rate for the years ended December 31, 2014 and 2013 consist as follows: | ||||||||
2014 | 2013 | |||||||
Federal statutory tax rate | -34 | % | -34 | % | ||||
State taxes, net of federal benefit | 0 | % | 0 | % | ||||
Permanent differences | — | — | % | |||||
Expiration of Stock Options | — | — | % | |||||
Other | — | — | % | |||||
Valuation allowance | 34 | % | 34 | % | ||||
Effective tax rate | — | — | ||||||
Significant components of the Company's estimated deferred tax assets and liabilities as of December 31, 2014 and 2013 are as follows: | ||||||||
2014 | 2013 | |||||||
Deferred tax assets: | ||||||||
Net operating loss carryforwards | $ | 9,093,000 | $ | 3,574,000 | ||||
Total deferred tax asset | 9,093,000 | 3,574,000 | ||||||
Valuation allowance | -9,093,000 | -3,574,000 | ||||||
$ | - | $ | - | |||||
As of December 31, 2014, we had approximately $20,785,000 of federal net operating loss carry forwards. These carry forwards, if not used, will begin to expire in 2028. Future utilization of our net operating loss carry forwards is subject to certain limitations under Section 382 of the Internal Revenue Code. We believe that the issuance of our common stock in exchange for the Shea Mining and Milling properties in March of 2011 resulted in an “ownership change” under the rules and regulations of Section 382. Accordingly, our ability to utilize our net operating losses generated prior to this date is limited to approximately $1,000,000 annually. | ||||||||
We provide for a valuation allowance when it is more likely than not that we will not realize a portion of the deferred tax assets. We have established a valuation allowance against our net deferred tax asset due to the uncertainty that enough taxable income will be generated in those taxing jurisdictions to utilize the assets. Therefore, we have not reflected any benefit of such deferred tax assets in the accompanying financial statements. Our net deferred tax asset and valuation allowance decreased by $5,519,000 in the year ended December 31, 2014. | ||||||||
We reviewed all income tax positions taken or that we expect to be taken for all open years and determined that our income tax positions are appropriately stated and supported for all open years. The Company is subject to U.S. federal income tax examinations by tax authorities for years after 2010 due to unexpired net operating loss carryforwards originating in and subsequent to that year. The Company may be subject to income tax examinations for the various taxing authorities which vary by jurisdiction. | ||||||||
EARNINGS_LOSS_PER_SHARE
EARNINGS (LOSS) PER SHARE | 12 Months Ended |
Dec. 31, 2014 | |
Earnings Per Share [Abstract] | |
EARNINGS (LOSS) PER SHARE | NOTE 11 – EARNINGS (LOSS) PER SHARE |
Basic net loss per common share is computed by dividing net loss applicable to common shareholders by the weighted average number of common shares outstanding during the periods presented. Diluted net loss per common share is determined using the weighted average number of common shares outstanding during the periods presented, adjusted for the dilutive effect of common stock equivalents, consisting of shares that might be issued upon exercise of options, warrants and conversion of convertible debt. In periods where losses are reported, the weighted average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. | |
At December 31, 2014 and 2013, the weighted average shares from stock options of 35,604,540 and 11,000,842, respectively and warrants of 9,654,908 and 13,989,207, respectively were excluded from the diluted weighted average common share calculation due to the antidilutive effect such shares would have on net loss per common share. | |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 12 – SUBSEQUENT EVENTS |
On January 16, 2015 Jonathan Spier was appointed as Chief Operating Officer the Company. Mr. Spier will receive monthly compensation of $1 for January through March 2015 and $12,500 thereafter. Mr. Spier was granted 2,250,000 options under the 2014 Plan with an exercise price of $1.15 per share for a term of seven years. The options shall vest and become exercisable as follows: (i) 750,000 shall vest on the Date of Grant; (ii) 187,500 shall vest on each of the following dates: April 1, 2015, July 1, 2015, October 1, 2015, January 1, 2016, April 1, 2016, July 1, 2016, October 1, 2016 and January 1, 2017. On March 27, 2015 the Company and Mr. Spier executed an addendum to his agreement wherein he agreed to take on additional responsibilities. As consideration, the Company issued an additional 7,000,000 options under the 2014 Plan with an exercise price of $1.00 for a term of seven years. | |
Promissory Notes | |
On February 11, 2015, the Company issued an unsecured promissory note (the “Note”) to Tina Gregerson Family Properties, LLC, an entity controlled by a director of the Company. The Note for up to $750,000 will be provided in tranches. Maturity of each tranche is one year from the date of receipt. Interest will accrue at 8% per annum on each tranche. As consideration, the Company agreed to issue common stock purchase warrants for the purchase of up to 250,000 shares of common stock exercisable for seven years at $1.23 per share. Under the terms of the Note, the Company received $200,000 on February 11, 2015 and $48,000 on February 13, 2015. | |
Under the terms of the Pure Path Note, the Company received $53,000 on February 4, 2015. | |
Warrant Exercise | |
On March 2, 2015, a holder of common stock purchase warrants purchased 100,000 shares at a per share price of $0.89. | |
Payment Agreement | |
On March 12, 2015 the Company and a vendor of certain equipment entered into an agreement in which the Company agreed to make monthly payments of $50,000 commencing April 15, 2015, as an inducement to enter into the agreement the Company granted the vendor 100,000 shares of it restricted common stock and 150,000 common stock purchase warrants exercisable for three years at a per share price of $1.25. | |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Accounting Policies [Abstract] | ||||
Principles of Consolidation | Principles of Consolidation | |||
The consolidated financial statements include the accounts of Standard Metals Processing, Inc., and our wholly owned subsidiaries Tonopah Milling and Metals Group, Inc. (and its wholly owned subsidiaries Tonopah Custom Processing, Inc., and Tonopah Resources, Inc., Standard Metals Acquisitions, Inc. and Standard Renewable Energy, Inc. | ||||
Reclassification | Reclassification | |||
Certain accounts in the prior period were reclassified to conform to the current period financial statements presentation. | ||||
Cash and Cash Equivalents | Cash and Cash Equivalents | |||
We include as cash equivalents: (a) certificates of deposit, and (b) all other investments with maturities of three months or less, which are readily convertible into known amounts of cash. We maintain our cash in high-quality financial institutions. The balances, at times, may exceed federally insured limits. | ||||
Shea Mining and Milling Assets | Shea Milling and Mining Assets | |||
We have recorded the fair value of the Shea Milling and Mining assets as an aggregate amount. The assets include the mine tailings and dumps, the land, water rights and the milling facility (the buildings and equipment). We classify them under a single listing. | ||||
Property, Plant and Equipment | Property, Plant and Equipment | |||
Property and equipment are recorded at cost and depreciated, once placed in service, using the straight-line method over estimated useful lives as follows: | ||||
Years | ||||
Buildings | 20 | |||
Equipment | 7-Feb | |||
Vehicle | 2 | |||
Maintenance and repairs are charged to expense as incurred; major renewals and betterments are capitalized. As items of property or equipment are sold or retired, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is included in operating income. | ||||
Mineral Properties | Mineral Properties | |||
Mineral property acquisition costs are recorded at cost and are deferred until the viability of the property is determined. No properties have reached the development stage at this time. Exploration, mineral property evaluation, option payments, related acquisition costs for mineral properties acquired under an option agreement, general overhead, administrative and holding costs to maintain a property on a care and maintenance basis are expensed in the period they are incurred. When reserves are determined for a property and a bankable feasibility study is completed, subsequent exploration and development costs on the property would be capitalized. If a project were to be put into production, capitalized costs would be depleted on the unit of production basis. | ||||
Management reviews the net carrying value of each mineral property as changes may materialize with a property or at a minimum, on an annual basis. Where information and conditions suggest impairment, estimated future net cash flows from each property are calculated using estimated future prices, proven and probable reserves and value beyond proven and probable reserves, and operating, capital and reclamation costs on an undiscounted basis. If it is determined that the future cash flows are less than the carrying value, a write-down to the estimated fair value is made with a charge to loss for the period. Where estimates of future net cash flows are not available and where other conditions suggest impairment, management assesses if the carrying value can be recovered. | ||||
Management's estimates of gold prices, recoverable reserves, probable outcomes, operating capital and reclamation costs are subject to risks and uncertainties that may affect the recoverability of mineral property costs. | ||||
Long-Lived Assets | Long-Lived Assets | |||
We will periodically evaluate the carrying value of long-lived assets to be held and used, including but not limited to, mineral properties, mine tailings, mine dumps, capital assets and intangible assets, when events and circumstances warrant such a review and at least annually. The carrying value of a long-lived asset is considered impaired when the anticipated undiscounted cash flow from such asset is separately identifiable and is less than its carrying value. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset. Fair value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved. Losses on long-lived assets to be disposed of are determined in a similar manner, except that fair values are reduced for the cost to dispose. There were no impairment charges during the years ended December 31, 2014 and 2013. | ||||
Revenue Recognition and Deferred Revenue | Revenue Recognition and Deferred Revenue | |||
As of December 31, 2014, we have recorded no revenues from custom permitted processing toll milling. | ||||
Use of Estimates | Use of Estimates | |||
Preparing financial statements in conformity with accounting principles generally accepted in the United States of America 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. Actual results could differ from those estimates. | ||||
Off Balance Sheet Arrangements | Off Balance Sheet Arrangements | |||
As of December 31, 2014, we did not have any off-balance sheet activities (including the use of structured finance or special purpose entities) or any trading activities in non-exchange traded commodity contracts that have a current or future effect on our financial condition, changes in the financial condition, revenues or expenses, results of operation, liquidity, capital expenditures or capital resources that are material to our investors. | ||||
Financial Instruments | Financial Instruments | |||
The carrying amounts for all financial instruments approximates fair value. The carrying amounts for cash, accounts payable and accrued liabilities approximated fair value because of the short maturity of these instruments. The fair value of short-term debt approximated the carrying amounts based upon our expected borrowing rate for debt with similar remaining maturities and comparable risk. | ||||
Net Loss per Common Share | Net Loss per Common Share | |||
Basic net loss per common share is computed by dividing net loss applicable to common shareholders by the weighted average number of common shares outstanding during the periods presented. Diluted net loss per common share is determined using the weighted average number of common shares outstanding during the periods presented, adjusted for the dilutive effect of common stock equivalents, consisting of shares that might be issued upon exercise of options, warrants and conversion of convertible debt. In periods where losses are reported, the weighted average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. | ||||
Income Taxes | Income Taxes | |||
Income taxes are accounted for based upon an asset and liability approach. Accordingly, deferred tax assets and liabilities arise from the difference between the tax basis of an asset or liability and its reported amount in the financial statements. Deferred tax amounts are determined using the tax rates expected to be in effect when the taxes will actually be paid or refunds received, as provided under currently enacted tax law. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense or benefit is the tax payable or refundable, respectively, for the period plus or minus the change in deferred tax assets and liabilities during the period. | ||||
Accounting guidance requires the recognition of a financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company believes its income tax filing positions and deductions will be sustained upon examination and accordingly, no reserves, or related accruals for interest and penalties have been recorded at December 31, 2014 and 2013 . The Company recognizes interest and penalties on unrecognized tax benefits as well as interest received from favorable tax settlements within income tax expense. | ||||
Stock-Based Compensation and Issuance of Stock for Non-Cash Consideration | Stock-Based Compensation and Issuance of Stock for Non-Cash Consideration | |||
The Company measures and recognizes compensation expense for all share-based payment awards made to employees and directors, including employee stock options and compensatory stock warrants, based on estimated fair values equaling either the market value of the shares issued or the value of consideration received, whichever is more readily determinable. Non-cash consideration pertains to services rendered by consultants and others and has been valued at the fair market value of the Company’s common stock at the date of the agreement. | ||||
The Company’s accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of ASC Topic 505-50, “Equity-Based Payments to Non-Employees.” The measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant begins providing services. | ||||
Recent Accounting Standards | Recent Accounting Standards | |||
During the year ended December 31, 2014 and through March 30, 2015, there were several new accounting pronouncements issued by the Financial Accounting Standards Board. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s consolidated financial statements. | ||||
In June 2014, the FASB issued ASU No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. The amendments in this update remove the definition of a development stage entity from the Master Glossary of the Accounting Standards Codification, thereby removing the financial reporting distinction between development stage entities and other reporting entities from GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage that in prior years it had been in the development stage. The Company adopted ASU No. 2014-10 during the third quarter of the year ended December 31, 2014. | ||||
In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements— Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” Continuation of a reporting entity as a going concern is presumed as the basis for preparing financial statements unless and until the entity’s liquidation becomes imminent. Preparation of financial statements under this presumption is commonly referred to as the going concern basis of accounting. Currently, there is no guidance under US GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related footnote disclosures. The amendments in this Update provide that guidance. In doing so, the amendments should reduce diversity in the timing and content of footnote disclosures. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). For the period ended September 30, 2014, management evaluated the Company’s ability to continue as a going concern and concluded that substantial doubt has not been alleviated about the Company’s ability to continue as a going concern. While the Company continues to explore further significant sources of financing, management’s assessment was based on the uncertainty related to the amount and nature of such financing over the next twelve months. | ||||
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Accounting Policies [Abstract] | ||||
Schedule Of Property Plant And Equipment Estimated Useful Lives | Property and equipment are recorded at cost and depreciated, once placed in service, using the straight-line method over estimated useful lives as follows: | |||
Years | ||||
Buildings | 20 | |||
Equipment | 7-Feb | |||
Vehicle | 2 | |||
ACQUISITION_OF_SHEA_MINING_AND
ACQUISITION OF SHEA MINING AND MILLING ASSETS (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Acquisition Of Shea Mining And Milling Assets [Abstract] | |||||
Purchase Consideration of Assets Acquired | The purchase consideration of the assets acquired was calculated as follows: | ||||
Issuance of 35,000,000 shares of common stock with an estimated fair value of $0.89 per share (closing sales price on March 15, 2011) | $ | 31,150,000 | |||
Cash consideration | 700,000 | ||||
Assumption of NJB Mining mortgage | 2,500,000 | ||||
Assumption of accrued interest and other liabilities | 463,184 | ||||
Legal costs (includes issuance of 100,000 shares of common stock valued at $89,000) | 205,258 | ||||
Other direct expenses incurred in connection with the Shea Exchange Agreement | 140,985 | ||||
$ | 35,159,427 | ||||
Final Purchase Price Allocation | The table below sets forth the final purchase price allocation. The fair value of the mineral properties and property and equipment was determined based on level 3 inputs using cost and market value approaches. | ||||
Tonopah mine tailings | $ | 24,888,252 | |||
Tonopah dormant milling facility | 8,062,875 | ||||
Tonopah land | 1,760,000 | ||||
Tonopah water rights | 348,300 | ||||
Manhattan mine dumps | 100,000 | ||||
Total | $ | 35,159,427 | |||
PROPERTY_PLANT_AND_EQUIPMENT_T
PROPERTY, PLANT AND EQUIPMENT (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Components of Property Plant and Equipment | Components of our property, plant and equipment are as follows: | |||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Equipment | $ | 1,758,818 | $ | 21,000 | ||||
Construction in Progress | 1,778,532 | 68,349 | ||||||
Less accumulated depreciation | -17,613 | — | ||||||
$ | 3,519,737 | $ | 89,349 | |||||
SHORTTERM_NOTES_PAYABLE_Tables
SHORT-TERM NOTES PAYABLE (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Debt Disclosure [Abstract] | ||||||||
Summary of Short Term Notes Payable | The following table summarizes the Company’s short-term notes payable: | |||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Promissory note issued on September 7, 2010, in the principal amount of $25,000 to Stephen Flechner, our President at the time, utilized for a potential mining project; stated interest rate of 5%; with a maturity date of November 30, 2010. (1) The principal and interest of this note were paid in full on February 13, 2014. | $ | - | $ | 25,000 | ||||
Totals | $ | - | $ | 25,000 | ||||
-1 | Secured by a personal guarantee of Stephen D. King, our CEO at the time. | |||||||
Summary of Short-Term Notes Payable Balances | The following table summarizes the short-term notes payable activity in 2014 and 2013: | |||||||
2014 | 2013 | |||||||
Balance Beginning of year | $ | 25,000 | $ | 2,160,284 | ||||
Add: advances from Pure Path | 0 | 382,650 | ||||||
Less repaid principal | -25,000 | |||||||
Expenses paid on behalf of the Company | 410,411 | |||||||
Principal portion converted into common stock during the restructuring of the Pure Path note payable | -970,000 | |||||||
Reclassification of Pure Path short-term to senior secured convertible promissory note | -1,958,345 | |||||||
Balance at end of year | $ | 0 | $ | 25,000 | ||||
CONVERTIBLE_NOTES_PAYABLE_Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Convertible Notes Payable [Abstract] | ||||||||
Summary of Convertible Notes Payable | The following table summarizes the Company’s remaining convertible promissory notes (convertible into common stock): | |||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Convertible promissory notes net of unamortized discount of $0 at December 31, 2014; interest rate of 6%; accrued interest of $36,665 at December 31, 2013 and all of these CP Notes are past due and original terms apply in the default period. | $ | 275,000 | $ | 275,000 | ||||
Debt converted into shares of restricted common stock | -100,000 | |||||||
$ | 175,000 | $ | 275,000 | |||||
SHAREHOLDERS_EQUITY_Tables
SHAREHOLDERS' EQUITY (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Stockholders' Equity Note [Abstract] | ||||||||||||||
Black-Scholes Pricing Model and Weighted Average Assumptions Used to Estimate Fair Value of Options | In determining the compensation cost of the stock awards granted during fiscal 2014 and 2013, the fair value of each grant had been estimated on the date of grant using the Black-Scholes pricing model and the weighted average assumptions used in these calculations are summarized below: | |||||||||||||
2014 | 2013 | |||||||||||||
Risk-free interest rate | 2.21% | 2.11% | ||||||||||||
Expected volatility factor | 75% | 75% | ||||||||||||
Expected dividend | — | — | ||||||||||||
Expected option term | 7 years | 7 years | ||||||||||||
Summary of Stock Options Activity | The following tables summarize information about the Company’s stock options: | |||||||||||||
Number of | Weighted | |||||||||||||
Options | Average | |||||||||||||
Exercise | ||||||||||||||
Price | ||||||||||||||
Options outstanding - December 31, 2012 | 10,438,335 | $ | 0.64 | |||||||||||
Granted | 28,500,000 | 0.89 | ||||||||||||
Canceled or expired | -6,187,493 | 0.56 | ||||||||||||
Exercised | — | — | ||||||||||||
Options outstanding - December 31, 2013 | 32,750,842 | $ | 0.88 | |||||||||||
Granted | 4,000,000 | 1.71 | ||||||||||||
Canceled or expired | -2,337,000 | 0.79 | ||||||||||||
Exercised | -282,000 | 0.6 | ||||||||||||
Options outstanding – December 31, 2014 | 34,131,842 | $ | 0.99 | |||||||||||
Weighted average fair value of options granted during the year ended December 31, 2013 | $ | 0.27 | ||||||||||||
Weighted average fair value of options granted during the year ended December 31, 2014 | $ | 0.94 | ||||||||||||
Summary of Company's Nonvested Options | A summary of the Company’s nonvested options at December 31, 2014, and changes during the year ended December 31, 2014, is presented below: | |||||||||||||
Options | Weighted | |||||||||||||
Average | ||||||||||||||
Grant Date | ||||||||||||||
Fair Value | ||||||||||||||
Non-vested, beginning of period | 21,750,000 | $ | 0.24 | |||||||||||
Granted | 4,000,000 | $ | 0.94 | |||||||||||
Vested | -20,500,000 | $ | 0.24 | |||||||||||
Forfeited | — | $ | — | |||||||||||
Non-vested, end of period | 5,250,000 | $ | 0.24 | |||||||||||
Summary of Stock Options by Exercise Price Range | The following tables summarize information about stock options outstanding and exercisable at December 31, 2014: | |||||||||||||
Options Outstanding at December 31, 2014 | ||||||||||||||
Range of | Number | Weighted | Weighted | Aggregate | ||||||||||
Exercise Prices | Outstanding | Remaining | Average | Intrinsic | ||||||||||
Contractual | Exercise | Value(1) | ||||||||||||
Life | Price | |||||||||||||
$0.40 to $0.60 | 6,031,842 | 6.1 years | $ | 0.45 | $ | 3,415,603 | ||||||||
$0.61 to $1.00 | 10,600,000 | 5.5 years | $ | 0.69 | $ | 3,310,000 | ||||||||
$1.01 to $1.50 | 14,500,000 | 6.1 years | $ | 1.25 | $ | - | ||||||||
$1.51 to $2.25 | 3,000,000 | 6.6 years | $ | 1.86 | $ | - | ||||||||
$0.40 to $2.25 | 34,131,842 | 6.0 years | $ | 0.99 | $ | 6,625,603 | ||||||||
Options Exercisable at December 31, 2014 | ||||||||||||||
Range of | Number | Weighted | Weighted | Aggregate | ||||||||||
Exercise Prices | Exercisable | Remaining | Average | Intrinsic | ||||||||||
Contractual | Exercise | Value(1) | ||||||||||||
Life | Price | |||||||||||||
$0.40 to $0.60 | 3,781,842 | 6.1 years | $ | 0.44 | $ | 2,115,603 | ||||||||
$0.61 to $1.00 | 10,600,000 | 5.5 years | $ | 0.69 | $ | 3,310,000 | ||||||||
$1.01 to $1.50 | 11,500,000 | 6.1 years | $ | 1.25 | $ | - | ||||||||
$1.51 to $2.25 | 3,000,000 | 6.6 years | $ | 1.86 | $ | - | ||||||||
$0.40 to $2.25 | 28,881,842 | 5.9 years | $ | 1 | $ | 5,425,603 | ||||||||
-1 | The aggregate intrinsic value in the table represents the difference between the closing stock price on December 31, 2014 and the exercise price, multiplied by the number of in-the-money options that would have been received by the option holders had all option holders exercised their options on December 31, 2014. No options were exercised during 2014. | |||||||||||||
Summary of Stock Warrants Outstanding | The following table summarizes information about the Company’s stock purchase warrants outstanding at December 31, 2014 and 2013: | |||||||||||||
Number | Weighted | Range | Weighted | |||||||||||
Average | of | Remaining | ||||||||||||
Exercise | Exercise | Contractual | ||||||||||||
Price | Price | Life | ||||||||||||
Outstanding at December 31, 2012 | 11,126,875 | $ | 0.63 | $ | 0.25 – 1.00 | 1.7 years | ||||||||
Granted | 9,534,345 | $ | 0.54 | $ | 0.01-0.89 | |||||||||
Cancelled or expired | -4,396,878 | $ | 0.5 | $ | 0.50-1.00 | |||||||||
Exercised | -2,275,138 | $ | 0.22 | $ | 0.01-0.50 | |||||||||
Outstanding at December 31, 2013 | 13,989,207 | $ | 0.67 | $ | 0.20 – 1.00 | 3.3 years | ||||||||
Granted | 150,000 | $ | 2 | $ | 2 | |||||||||
Cancelled or expired | -1,630,000 | 1 | $ | 1 | ||||||||||
Exercised | -7,025,227 | $ | 0.54 | $ | 0.25 – 1.00 | |||||||||
Outstanding at December 31, 2014 | 5,483,980 | $ | 0.79 | $ | 0.20 – 2.00 | 4.8 years | ||||||||
Warrants exercisable at December 31, 2014 | 5,483,980 | |||||||||||||
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Income Tax Disclosure [Abstract] | ||||||||
Components of Income Tax Expense (Benefit) | The components of income tax expense for the years ended December 31, 2014 and 2013 consist of the following: | |||||||
2014 | 2013 | |||||||
Current tax provision | $ | — | $ | — | ||||
Deferred tax benefit | -5,519,000 | -2,635,000 | ||||||
Valuation allowance | 5,519,000 | 2,635,000 | ||||||
Total income tax provision | $ | — | $ | — | ||||
Effective Income Tax Rate Reconciliation | Reconciliations between the statutory rate and the effective tax rate for the years ended December 31, 2014 and 2013 consist as follows: | |||||||
2014 | 2013 | |||||||
Federal statutory tax rate | -34 | % | -34 | % | ||||
State taxes, net of federal benefit | 0 | % | 0 | % | ||||
Permanent differences | — | — | % | |||||
Expiration of Stock Options | — | — | % | |||||
Other | — | — | % | |||||
Valuation allowance | 34 | % | 34 | % | ||||
Effective tax rate | — | — | ||||||
Deferred Tax Assets and Liabilities | Significant components of the Company's estimated deferred tax assets and liabilities as of December 31, 2014 and 2013 are as follows: | |||||||
2014 | 2013 | |||||||
Deferred tax assets: | ||||||||
Net operating loss carryforwards | $ | 9,093,000 | $ | 3,574,000 | ||||
Total deferred tax asset | 9,093,000 | 3,574,000 | ||||||
Valuation allowance | -9,093,000 | -3,574,000 | ||||||
$ | - | $ | - | |||||
Nature_of_Business_Additional_
Nature of Business - Additional Information (Detail) (USD $) | 0 Months Ended | 12 Months Ended | |
Mar. 15, 2011 | Dec. 31, 2014 | Dec. 31, 2013 | |
Nature Of Business [Line Items] | |||
Issuance of common stock for Shea Mining and Milling assets, shares | 35,000,000 | ||
Income (Loss) from operations before extraordinary items | ($16,240,406) | ($7,749,905) | |
Retained earnings (Accumulated Deficit) | 52,068,126 | ||
Working capital deficit | 5,388,486 | ||
Cash proceeds from short-term debt | $3,790,195 | $497,785 |
Straightline_Method_Over_Estim
Straight-line Method Over Estimated Useful Lives (Detail) | 12 Months Ended |
Dec. 31, 2014 | |
Building | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 20 years |
Equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 7 years |
Equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 2 years |
Vehicles | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 2 years |
Recovered_Sheet1
Acquisition of Shea Milling and Mining Assets - Additional Information (Detail) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | ||||||
Jul. 15, 2014 | Oct. 10, 2013 | Feb. 09, 2012 | Feb. 10, 2012 | Mar. 15, 2011 | 31-May-11 | Dec. 31, 2014 | Dec. 31, 2011 | Jun. 08, 2012 | Mar. 31, 2011 | Oct. 09, 2012 | Jun. 30, 2012 | Jun. 13, 2011 | |
Business Acquisition [Line Items] | |||||||||||||
Issuance of common stock for Shea Mining and Milling assets (in shares) | 35,000,000 | ||||||||||||
Issuance of common stock (in shares) | 300,000 | 100,000 | |||||||||||
Lease Liability | $112,500 | ||||||||||||
Lease Termination Fee | 10,500 | ||||||||||||
Reverse acquisition, ownership interest acquired (approximately 56% ownership interest on a fully diluted basis) | 87.00% | ||||||||||||
Exercise of options from $0.51 to $1.00 (in shares) | -282,000 | ||||||||||||
Convertible notes, face amount | 1,933,345 | 2,500,000 | 2,500,000 | ||||||||||
Impairment of Long-Lived Assets Held-for-use | 40,925 | ||||||||||||
Business Combination, Acquisition Related Costs | 1,500,000 | ||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 27,000,000 | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||||||||||
Debt Instrument, Face Amount | 1,933,345 | 2,500,000 | 2,500,000 | ||||||||||
Expiring on December 14, 2014 | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Issuance of common stock (in shares) | 1,299,000 | ||||||||||||
Exercise of options from $0.51 to $1.00 (in shares) | 10,000 | ||||||||||||
Exercise of options from $0.51 to $1.00 | 10,000 | ||||||||||||
Stock options exercise price | $1 | ||||||||||||
Expiring on December 19, 2014 | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Issuance of common stock (in shares) | 630,000 | ||||||||||||
Stock options exercise price | $0.50 | ||||||||||||
Pure Path | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Issuance of common stock (in shares) | 5,000,000 | ||||||||||||
Amargosa Property | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Issuance of common stock (in shares) | 6,000,000 | ||||||||||||
Monthly base rent | 17,500 | ||||||||||||
Property assigned through a separate contract agreement, monthly fee | 5,000 | ||||||||||||
Debt Modifications | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Assumption of NJB Mining mortgage | 2,500,000 | ||||||||||||
Assumption of accrued interest | 375,645 | ||||||||||||
Debt Modifications | Tonopah Property | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Area of land | 1,183 | ||||||||||||
Debt Modifications | Tonopah Property | Millers Tailings | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Area of land | 334 | ||||||||||||
Estimated tons of tailings | 2,200,000 | ||||||||||||
Forbearance Agreement | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Issuance of common stock (in shares) | 5,000,000 | ||||||||||||
Forbearance Agreement | If the Amended and Restated Forbearance arrangements are not agreed to | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Issuance of common stock (in shares) | 5,000,000 | ||||||||||||
Shea Exchange Agreement | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Issuance of common stock for Shea Mining and Milling assets (in shares) | 35,000,000 | ||||||||||||
Issuance of common stock (in shares) | 10,000,000 | ||||||||||||
Wits Basin common stock exchanged for preferred shares Wits Basin common stock exchanged for preferred shares (in shares) | 19,713,544 | ||||||||||||
Shea Exchange Agreement | Non voting 5% Series A Preferred Stock | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Issuance of common stock (in shares) | 10,000,000 | ||||||||||||
Minimum market capitalization over any 90-day period to be considered as a Liquidation Event | $200,000,000 |
Purchase_Consideration_of_Asse
Purchase Consideration of Assets Acquired (Detail) (USD $) | 1 Months Ended |
Mar. 31, 2011 | |
Business Acquisition [Line Items] | |
Issuance of 35,000,000 shares of common stock with an estimated fair value of $0.89 per share (closing sales price on March 15, 2011) | $31,150,000 |
Cash consideration | 700,000 |
Assumption of NJB Mining mortgage | 2,500,000 |
Assumption of accrued interest and other liabilities | 463,184 |
Shea Mining and Milling Assets | 35,159,427 |
Other Expense | |
Business Acquisition [Line Items] | |
Direct expenses incurred in connection with the Shea Exchange Agreement | 140,985 |
Professional Fees | |
Business Acquisition [Line Items] | |
Direct expenses incurred in connection with the Shea Exchange Agreement | $205,258 |
Purchase_Consideration_of_Asse1
Purchase Consideration of Assets Acquired (Parenthetical) (Detail) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended |
Mar. 15, 2011 | 31-May-11 | Dec. 31, 2014 | |
Business Acquisition [Line Items] | |||
Issuance of common stock for Shea Mining and Milling assets (in shares) | 35,000,000 | ||
Issuance of common stock in private placements, per unit | $0.89 | ||
Common stock issued, shares | 300,000 | 100,000 | |
Issuance of common stock | $564,000 | ||
Professional Fees | |||
Business Acquisition [Line Items] | |||
Issuance of common stock | 89,000 |
Final_Purchase_Price_Allocatio
Final Purchase Price Allocation (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Schedule of Business Acquisitions, Purchase Price Allocation [Line Items] | ||
Tonopah mine tailings | $24,888,252 | |
Tonopah dormant milling facility | 8,062,875 | |
Tonopah land | 1,760,000 | |
Tonopah water rights | 348,300 | |
Manhattan mine dumps | 100,000 | |
Total | $35,159,427 | $35,159,427 |
Property_Plant_and_Equipment_A
Property, Plant, and Equipment - Additional Information (Detail) (Construction Contracts [Member]) | Dec. 31, 2014 |
acre | |
Construction Contracts [Member] | |
Property, Plant and Equipment [Line Items] | |
Area of Land | 21,875 |
Components_of_Property_Plant_a
Components of Property Plant and Equipment (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Property, Plant and Equipment [Line Items] | ||
Equipment | $1,758,818 | $21,000 |
Construction in Progress | 1,778,532 | 68,349 |
Less accumulated depreciation | -17,613 | 0 |
Net property, plant and equipment | $3,519,737 | $89,349 |
Summary_of_Short_Term_Notes_Pa
Summary of Short Term Notes Payable (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | ||
Short-term Debt [Line Items] | ||||
Short-term notes payable | $0 | $25,000 | ||
Promissory note issued on September 7, 2010 | President | ||||
Short-term Debt [Line Items] | ||||
Short-term notes payable | $0 | [1] | $25,000 | [1] |
[1] | Secured by a personal guarantee of Stephen D. King, our CEO at the time. |
Summary_of_Short_Term_Notes_Pa1
Summary of Short Term Notes Payable (Parenthetical) (Detail) (USD $) | 0 Months Ended | 12 Months Ended | |||
Oct. 10, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 07, 2010 | |
Short-term Debt [Line Items] | |||||
Interest rate | 8.00% | ||||
Short-term notes payable, maturity date | 10-Apr-15 | 30-Nov-10 | |||
Short-term Debt | $0 | $25,000 | $2,160,284 | ||
Debt Instrument, Annual Principal Payment | 1,933,345 | ||||
President | Promissory note issued on September 7, 2010 | |||||
Short-term Debt [Line Items] | |||||
Interest rate | 5.00% | ||||
Short-term Debt | $25,000 |
Summary_of_ShortTerm_Notes_Pay
Summary of Short-Term Notes Payable Balances (Detail) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | ||
Dec. 05, 2013 | Oct. 29, 2013 | Jan. 26, 2011 | Dec. 31, 2014 | Dec. 31, 2013 | |
Short-term Debt [Line Items] | |||||
Balance Beginning of year | $25,000 | $2,160,284 | |||
Add: advances from Pure Path | 82,500 | 382,650 | |||
Less repaid principal | 25,000 | 0 | |||
Expenses paid on behalf of the Company | 410,411 | ||||
Principal portion converted into common stock during the restructuring of the Pure Path note payable | -25,000 | -25,000 | -100,000 | 0 | -1,500,000 |
Reclassification of Pure Path short-term to senior secured convertible promissory note | -1,958,345 | ||||
Balance at end of year | $0 | $25,000 |
ShortTerm_Notes_Payable_Additi
Short-Term Notes Payable - Additional Information (Detail) (USD $) | 0 Months Ended | ||||
Feb. 13, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Oct. 10, 2013 | Jun. 13, 2011 | |
Short-term Debt [Line Items] | |||||
Short-term debt, weighted average interest rate | 5.00% | ||||
Debt Instrument, Face Amount | $2,500,000 | $1,933,345 | $2,500,000 | ||
Steven Flechner [Member] | |||||
Short-term Debt [Line Items] | |||||
Debt Instrument Principle Amount | 25,000 | ||||
Debt Instrument, Face Amount | 29,281 | ||||
Interest Expense, Debt | $4,281 |
Convertible_Notes_Payable_Addi
Convertible Notes Payable - Additional Information (Detail) (USD $) | 0 Months Ended | 1 Months Ended | 3 Months Ended | 12 Months Ended | 1 Months Ended | ||||||
Dec. 05, 2013 | Oct. 10, 2013 | Aug. 02, 2013 | Jul. 02, 2013 | Feb. 28, 2014 | Oct. 29, 2013 | Jun. 28, 2012 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2012 | Jun. 30, 2012 | |
Debt Instrument [Line Items] | |||||||||||
Interest rate | 8.00% | ||||||||||
Convertible note, unregistered common stock issued | 57,463 | 237,118 | 53,995 | 1,000,000 | 1,775,138 | 20,000 | |||||
Warrant rate conversion | $1 | ||||||||||
Convertible Note Tender Offer Statement Amendment Description | 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. | ||||||||||
Convertible note tender offer final statement description | 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 Companys 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. | ||||||||||
Proceeds from Unsecured Notes Payable | 1,724,689 | ||||||||||
Warrant exercise price | $0.50 | ||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 57,463 | 237,118 | 53,995 | 1,000,000 | 1,775,138 | 20,000 | |||||
Debt Instrument, Annual Principal Payment | 1,933,345 | ||||||||||
Debt Instrument Maturity Date | 10-Apr-15 | 30-Nov-10 | |||||||||
Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Warrant exercise price | 1 | $2 | 1 | ||||||||
Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Warrant exercise price | 0.2 | $0.20 | 0.25 | ||||||||
Senior Secured Convertible Promissory Note | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate | 8.00% | ||||||||||
Proceeds from Secured Notes Payable | 2,500,000 | ||||||||||
Convertible Promissory Note | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate | 6.00% | ||||||||||
Warrant | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Convertible notes, unamortized discount | 1,489,253 | ||||||||||
Amortization of debt discount | 149,181 | ||||||||||
Accrued Interest | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Convertible note, conversion amount | 18,559 | 21,814 | |||||||||
Principal Amount | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Convertible note, conversion amount | 100,000 | 478,186 | |||||||||
Convertible Notes Payable | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate | 6.00% | ||||||||||
Convertible promissory notes, conversion price per share | $0.50 | ||||||||||
Warrant rate conversion | 1 | ||||||||||
Convertible debt payable | 25,000 | ||||||||||
Convertible notes, unamortized discount | 0 | ||||||||||
Warrant exercise price | $0.50 | ||||||||||
Convertible Notes Payable | Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Warrant exercise price | $0.50 | ||||||||||
Convertible Notes Payable | Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Warrant exercise price | $0.25 | ||||||||||
Convertible Notes Payable | Private Placement | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Convertible notes, payable amount | 500,000 | ||||||||||
Convertible Notes Payable | Accrued Interest | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Convertible note, conversion amount | 6,924 | ||||||||||
Convertible Notes Payable | Principal Amount | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Convertible note, conversion amount | 3,076 | ||||||||||
Beneficial Conversion Feature | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Convertible notes, unamortized discount | 1,074,066 | ||||||||||
Amortization of debt discount | 131,651 |
Summary_of_Convertible_Notes_P
Summary of Convertible Notes Payable (Detail) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | ||
Dec. 05, 2013 | Oct. 29, 2013 | Jan. 26, 2011 | Dec. 31, 2014 | Dec. 31, 2013 | |
Debt Instrument [Line Items] | |||||
Convertible promissory notes net of unamortized discount of $0 at December 31, 2014; interest rate of 6%; accrued interest of $36,665 at December 31, 2013 and all of these CP Notes are past due and original terms apply in the default period. | $275,000 | $275,000 | |||
Debt converted into shares of restricted common stock | -25,000 | -25,000 | -100,000 | 0 | -1,500,000 |
Convertible Notes Payable, Current | $175,000 | $275,000 |
Summary_of_Convertible_Notes_P1
Summary of Convertible Notes Payable (Parenthetical) (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Oct. 10, 2013 |
Debt Instrument [Line Items] | |||
Interest rate | 8.00% | ||
Accrued interest | $246,273 | $86,143 | |
Convertible Notes Payable | |||
Debt Instrument [Line Items] | |||
Unamortized discount | 0 | ||
Interest rate | 6.00% | ||
Accrued interest | $36,665 |
Shareholders_Equity_Additional
Shareholders' Equity - Additional Information (Detail) (USD $) | 0 Months Ended | 1 Months Ended | 3 Months Ended | 12 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 2 Months Ended | 3 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | |||||||||||||||||||||||||||||
Oct. 07, 2014 | Jul. 15, 2014 | Dec. 05, 2013 | Oct. 10, 2013 | Jun. 10, 2014 | Feb. 28, 2014 | Oct. 29, 2013 | Jun. 28, 2012 | 31-May-11 | Jan. 26, 2011 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Jun. 18, 2014 | Mar. 22, 2010 | Nov. 13, 2013 | Oct. 15, 2013 | Jan. 27, 2014 | Jan. 21, 2011 | Jan. 31, 2014 | Nov. 01, 2014 | Dec. 01, 2014 | Mar. 31, 2013 | Aug. 02, 2013 | Jan. 17, 2014 | Mar. 04, 2014 | Apr. 22, 2014 | Feb. 13, 2014 | Feb. 19, 2013 | Dec. 05, 2014 | Oct. 17, 2014 | Dec. 05, 2013 | Aug. 06, 2013 | Sep. 11, 2013 | Jun. 20, 2013 | Feb. 11, 2015 | Dec. 26, 2013 | Nov. 26, 2014 | Jan. 01, 2015 | Oct. 01, 2014 | Jul. 01, 2014 | Apr. 01, 2014 | Nov. 04, 2013 | Jun. 01, 2015 | Jul. 25, 2011 | Mar. 15, 2011 | |
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock (in shares) | 300,000 | 100,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Compensation expense impact on earnings | $0.08 | $0.04 | ||||||||||||||||||||||||||||||||||||||||||||||
Unrecognized share based compensation Expense | $703,372 | |||||||||||||||||||||||||||||||||||||||||||||||
Guarantor Obligations, Liquidation Proceeds, Monetary Amount | 50,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Convertible note, unregistered common stock issued | 57,463 | 237,118 | 53,995 | 1,000,000 | 1,775,138 | 20,000 | ||||||||||||||||||||||||||||||||||||||||||
Warrants exercised to purchase number of common shares | 100,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | 25,000 | 25,000 | 100,000 | 0 | 1,500,000 | |||||||||||||||||||||||||||||||||||||||||||
Aggregate Purchase Price | $0.50 | |||||||||||||||||||||||||||||||||||||||||||||||
Aggregate Purchase Price Value | 493,785 | |||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 282,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Common Stock Shares Authorized | 500,000,000 | 500,000,000 | 500,000,000 | |||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 400,000 | 27,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $0.60 | $1.71 | $0.89 | |||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 500,000 | 500,000 | 500,000 | 500,000 | ||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant purchase exercised | 150,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Fair value assumptions, expected dividend rate | 0.00% | 0.00% | ||||||||||||||||||||||||||||||||||||||||||||||
Fair value assumptions, risk free interest rate | 0.98% | 2.00% | ||||||||||||||||||||||||||||||||||||||||||||||
Fair value assumptions, expected term | 2 years | |||||||||||||||||||||||||||||||||||||||||||||||
Fair value assumptions, expected volatility rate | 75.00% | 75.00% | 153.00% | |||||||||||||||||||||||||||||||||||||||||||||
Aggregate intrinsic value | 13,989,207 | 5,483,980 | 13,989,207 | |||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value | 5,471,473 | 1,301,875 | 5,471,473 | |||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion Converted Instrument Interest | 3,732 | 1,997 | 18,559 | |||||||||||||||||||||||||||||||||||||||||||||
Gains (Losses) on Extinguishment of Debt | -959,019 | -1,372,977 | ||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 50,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Loss On Settlement Of Debt | 147,468 | 1,106,487 | 1,372,977 | |||||||||||||||||||||||||||||||||||||||||||||
Fair Value Assumptions, Exercise Price | $2 | |||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period, Total | 118,000 | 2,337,000 | 6,187,493 | |||||||||||||||||||||||||||||||||||||||||||||
Non Cash Gain Loss On Extinguishment Of Debt | 8,206,286 | 4,107,806 | ||||||||||||||||||||||||||||||||||||||||||||||
Class Of Warrant Or Right Exercised In Period | 7,025,227 | 2,275,138 | ||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $0.60 | $0 | ||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures, Total | 4,000,000 | 28,500,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $0.94 | $0.27 | ||||||||||||||||||||||||||||||||||||||||||||||
Warrant Exercise | ||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note, unregistered common stock issued | 400,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Stock Options Exercised | 3,790,197 | |||||||||||||||||||||||||||||||||||||||||||||||
Legal Advisor [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $1.67 | |||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 250,000 | |||||||||||||||||||||||||||||||||||||||||||||||
President Of Tonopah Custom Processing, Inc. [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 250,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $1.67 | |||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 750,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $1.67 | |||||||||||||||||||||||||||||||||||||||||||||||
Board of Directors | ||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock (in shares) | 3,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Chief Executive Officer | ||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 4,500,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $0.40 | |||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 7 years | |||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 1,500,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Rate of dividend declared | 8.00% | |||||||||||||||||||||||||||||||||||||||||||||||
President | ||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 1,500,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $0.60 | |||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 7 years | |||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 750,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 375,000 | |||||||||||||||||||||||||||||||||||||||||||||||
P5 LLC | ||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 17,500,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 7 years | |||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Lower Range Limit | $0.65 | |||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit | $1.25 | |||||||||||||||||||||||||||||||||||||||||||||||
Officer | ||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 1,500,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $1.67 | |||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 1,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $1.67 | |||||||||||||||||||||||||||||||||||||||||||||||
Servicer [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 1,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $1.67 | |||||||||||||||||||||||||||||||||||||||||||||||
2010 Stock Incentive Plan | ||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock (in shares) | 2,800,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Stock Incentive Plan, option expiration term | 10 years | 10 years | ||||||||||||||||||||||||||||||||||||||||||||||
Stock Incentive Plan, shares available to be granted | 10,500,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 282,000 | 1,631,842 | ||||||||||||||||||||||||||||||||||||||||||||||
Common Stock, Shares Subscribed but Unissued | 200,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Common Stock Shares Available On Pro-rata Basis | 200,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period, Total | 118,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures, Total | 400,000 | |||||||||||||||||||||||||||||||||||||||||||||||
2014 Stock Option Plan | ||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Stock Incentive Plan, option expiration term | 10 years | |||||||||||||||||||||||||||||||||||||||||||||||
Common Stock Shares Authorized | 75,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 2,500,000 | 2,500,000 | 2,500,000 | 2,500,000 | 2,500,000 | |||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Exercisable Options | 7,500,000 | |||||||||||||||||||||||||||||||||||||||||||||||
2014 Stock Option Plan | EAS Advisors, LLC | ||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock (in shares) | 2,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 250,000 | 1,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||
2014 Stock Option Plan | EAS Advisors, LLC | Subsequent Event | ||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $1.25 | $2.25 | ||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 1,000,000 | 250,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Short-term Debt | ||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note, unregistered common stock issued | 56,649 | 1,500,000 | 2,087,562 | |||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | 28,343 | |||||||||||||||||||||||||||||||||||||||||||||||
Unsecured Convertible Notes | ||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note, unregistered common stock issued | 3,916,848 | |||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | 1,762,582 | |||||||||||||||||||||||||||||||||||||||||||||||
Debt Settlement Agreement | ||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note, unregistered common stock issued | 800,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | 225,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $0.28 | |||||||||||||||||||||||||||||||||||||||||||||||
Debt Settlement Agreement | Restricted Stock | ||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note, unregistered common stock issued | 387,820 | 200,000 | 112,360 | 300,000 | ||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | 273,910 | 100,000 | 100,000 | 458,250 | ||||||||||||||||||||||||||||||||||||||||||||
Gains (Losses) on Extinguishment of Debt | 21,750 | |||||||||||||||||||||||||||||||||||||||||||||||
Common stock | ||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 500,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Warrant | ||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 466,667 | 153,995 | 500,000 | 57,000 | 112,360 | 63,500 | 3,916,849 | 400,000 | 4,500,000 | |||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $0.25 | $0.25 | 0.2 | $0.89 | $0.89 | $0.25 | $0.01 | $0.89 | ||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 125,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 500,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Lower Range Limit | $0.25 | |||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit | $0.50 | |||||||||||||||||||||||||||||||||||||||||||||||
Option Indexed to Issuer's Equity, Strike Price | $0.80 | |||||||||||||||||||||||||||||||||||||||||||||||
Class Of Warrant Or Right Exercised In Period | 7,025,227 | |||||||||||||||||||||||||||||||||||||||||||||||
Stock Granted, Value, Share-based Compensation, Gross | 3,790,197 | |||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Stock Options Exercised | 280,000 | 50,730 | 100,000 | |||||||||||||||||||||||||||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award Options Grants In Exercisable Period | 2 years | |||||||||||||||||||||||||||||||||||||||||||||||
Warrant | Warrant exercises one | ||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 1,830,867 | |||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $0.25 | |||||||||||||||||||||||||||||||||||||||||||||||
Warrant | Warrant exercises two | ||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 520,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $0.50 | |||||||||||||||||||||||||||||||||||||||||||||||
Warrant | Warrant exercises three | ||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 4,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $0.60 | |||||||||||||||||||||||||||||||||||||||||||||||
Warrant | Warrant exercises four | ||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 244,360 | |||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $0.89 | |||||||||||||||||||||||||||||||||||||||||||||||
Warrant | Warrant exercises five | ||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 430,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $1 | |||||||||||||||||||||||||||||||||||||||||||||||
Warrant | Subsequent Event | ||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 100,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $0.89 | |||||||||||||||||||||||||||||||||||||||||||||||
Minimum | ||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Exercisable Options | 1,500,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Minimum | P5 LLC | ||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 7,500,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Lower Range Limit | $0.65 | |||||||||||||||||||||||||||||||||||||||||||||||
Minimum | 2010 Stock Incentive Plan | ||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Stock Incentive Plan, shares available to be granted | 3,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Maximum | ||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 1,500,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $1.25 | |||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Exercisable Options | 2,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Maximum | P5 LLC | ||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Exercisable Options | 10,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Maximum | 2010 Stock Incentive Plan | ||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Stock Incentive Plan, shares available to be granted | 13,500,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Maximum | 2014 Stock Option Plan | ||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Exercisable Options | 10,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit | $1.25 | |||||||||||||||||||||||||||||||||||||||||||||||
0.89 | Warrant | ||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 35,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $0.89 | |||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Stock Options Exercised | 31,150 | |||||||||||||||||||||||||||||||||||||||||||||||
0.60 | Warrant | ||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 283,333 | |||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $0.60 | |||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Stock Options Exercised | 170,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable | ||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $0.50 | |||||||||||||||||||||||||||||||||||||||||||||||
Debt Holder | Debt Settlement Agreement | ||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note, unregistered common stock issued | 250,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | 125,000 | |||||||||||||||||||||||||||||||||||||||||||||||
After Amendment | Minimum | ||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Number Of Shares Authorized | 13,500,000 | |||||||||||||||||||||||||||||||||||||||||||||||
After Amendment | Maximum | ||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Number Of Shares Authorized | 14,500,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Shea Exchange Agreement | ||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Wits Basin common stock exchanged for preferred shares Wits Basin common stock exchanged for preferred shares (in shares) | 19,713,544 | |||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock (in shares) | 10,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, par value | $1 | |||||||||||||||||||||||||||||||||||||||||||||||
Share Price | $1 | |||||||||||||||||||||||||||||||||||||||||||||||
Shea Exchange Agreement | Series A Preferred Stock | ||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock (in shares) | 10,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Market Capitalization | 200,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Shea Exchange Agreement | 2010 Stock Incentive Plan | ||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Stock Incentive Plan, shares available to be granted | 13,500,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Shea Exchange Agreement | Non voting 5% Series A Preferred Stock | Series A Preferred Stock | ||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Market Capitalization | $200,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Jerry Hug | ||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 3,500,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 7 years | |||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 500,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Jerry Hug | Subsequent Event | ||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 500,000 | 500,000 | 500,000 | 500,000 | ||||||||||||||||||||||||||||||||||||||||||||
Jerry Hug | Minimum | ||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Exercisable Options | 1,500,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Lower Range Limit | $0.65 | |||||||||||||||||||||||||||||||||||||||||||||||
Jerry Hug | Maximum | ||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Exercisable Options | 2,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit | $1.25 |
BlackScholes_Pricing_Model_and
Black-Scholes Pricing Model and Weighted Average Assumptions Used to Estimate Fair Value of Options (Detail) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 2.21% | 2.11% |
Expected volatility factor | 75.00% | 75.00% |
Expected dividend | 0.00% | 0.00% |
Expected option term | 7 years | 7 years |
Summary_of_Companys_Stock_Opti
Summary of Company's Stock Options (Detail) (USD $) | 0 Months Ended | 12 Months Ended | ||
Oct. 07, 2014 | Jul. 15, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Number of Options | ||||
Options outstanding | 32,750,842 | 10,438,335 | ||
Granted | 4,000,000 | 28,500,000 | ||
Canceled or expired | -118,000 | -2,337,000 | -6,187,493 | |
Exercised | -282,000 | 0 | ||
Options outstanding | 34,131,842 | 32,750,842 | ||
Weighted Average Exercise Price | ||||
Options outstanding | $0.88 | $0.64 | ||
Granted | $0.60 | $1.71 | $0.89 | |
Canceled or expired | $0.79 | $0.56 | ||
Exercised | $0.60 | $0 | ||
Options outstanding | $0.99 | $0.88 | ||
Weighted average fair value of options granted during the year | $0.94 | $0.27 |
Summary_of_Companys_Nonvested_
Summary of Company's Nonvested Options (Detail) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Summary Of Company Nonvested Options [Line Items] | |
Nonvested, Options, beginning of perod | 21,750,000 |
Granted, Options | 4,000,000 |
Vested, Options | -20,500,000 |
Forfeited, Options | 0 |
Nonvested, Options, end of period | 5,250,000 |
Nonvested, Weighted Average Grant Date Fair Value, beginning of period | $0.24 |
Granted, Weighted Average Grant Date Fair Value | $0.94 |
Vested, Weighted Average Grant Date Fair Value | $0.24 |
Forfeited, Weighted Average Grant Date Fair Value | $0 |
Nonvested, Weighted Average Grant Date Fair Value, end of period | $0.24 |
Summary_of_Stock_Options_Outst
Summary of Stock Options Outstanding and Exercisable (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Aggregate Intrinsic Value, Exercisable | $1,301,875 | $5,471,473 | |
$0.40 to $0.60 | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Lower Range Exercise Prices | $0.40 | ||
Upper Range Exercise Prices | $0.60 | ||
Number of Options, Outstanding | 6,031,842 | ||
Weighted Remaining Contractual Life, Outstanding | 6 years 1 month 6 days | ||
Weighted Average Exercise Price, Outstanding | $0.45 | ||
Aggregate Intrinsic Value, Outstanding | 3,415,603 | [1] | |
$0.61 to $1.00 | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Lower Range Exercise Prices | $0.61 | ||
Upper Range Exercise Prices | $1 | ||
Number of Options, Outstanding | 10,600,000 | ||
Weighted Remaining Contractual Life, Outstanding | 5 years 6 months | ||
Weighted Average Exercise Price, Outstanding | $0.69 | ||
Aggregate Intrinsic Value, Outstanding | 3,310,000 | [1] | |
$1.01 to $1.50 | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Lower Range Exercise Prices | $1.01 | ||
Upper Range Exercise Prices | $1.50 | ||
Number of Options, Outstanding | 14,500,000 | ||
Weighted Remaining Contractual Life, Outstanding | 6 years 1 month 6 days | ||
Weighted Average Exercise Price, Outstanding | $1.25 | ||
Aggregate Intrinsic Value, Outstanding | 0 | [1] | |
$1.51 to $2.25 | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Lower Range Exercise Prices | $1.51 | ||
Upper Range Exercise Prices | $2.25 | ||
Number of Options, Outstanding | 3,000,000 | ||
Weighted Remaining Contractual Life, Outstanding | 6 years 7 months 6 days | ||
Weighted Average Exercise Price, Outstanding | $1.86 | ||
Aggregate Intrinsic Value, Outstanding | 0 | [1] | |
$0.40 to $2.25 | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Lower Range Exercise Prices | $0.40 | ||
Upper Range Exercise Prices | $2.25 | ||
Number of Options, Outstanding | 34,131,842 | ||
Weighted Remaining Contractual Life, Outstanding | 6 years | ||
Weighted Average Exercise Price, Outstanding | $0.99 | ||
Aggregate Intrinsic Value, Outstanding | 6,625,603 | [1] | |
$0.40 to $0.60 | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Lower Range Exercise Prices | $0.40 | ||
Upper Range Exercise Prices | $0.60 | ||
Number of Options, Exercisable | 3,781,842 | ||
Weighted Remaining Contractual Life, Exercisable | 6 years 1 month 6 days | ||
Weighted Average Exercise Price, Exercisable | $0.44 | ||
Aggregate Intrinsic Value, Exercisable | 2,115,603 | [1] | |
$0.61 to $1.00 | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Lower Range Exercise Prices | $0.61 | ||
Upper Range Exercise Prices | $1 | ||
Number of Options, Exercisable | 10,600,000 | ||
Weighted Remaining Contractual Life, Exercisable | 5 years 6 months | ||
Weighted Average Exercise Price, Exercisable | $0.69 | ||
Aggregate Intrinsic Value, Exercisable | 3,310,000 | [1] | |
$1.01 to $1.50 | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Lower Range Exercise Prices | $1.01 | ||
Upper Range Exercise Prices | $1.50 | ||
Number of Options, Exercisable | 11,500,000 | ||
Weighted Remaining Contractual Life, Exercisable | 6 years 1 month 6 days | ||
Weighted Average Exercise Price, Exercisable | $1.25 | ||
Aggregate Intrinsic Value, Exercisable | 0 | [1] | |
$1.51 to $2.25 | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Lower Range Exercise Prices | $1.51 | ||
Upper Range Exercise Prices | $2.25 | ||
Number of Options, Exercisable | 3,000,000 | ||
Weighted Remaining Contractual Life, Exercisable | 6 years 7 months 6 days | ||
Weighted Average Exercise Price, Exercisable | $1.86 | ||
Aggregate Intrinsic Value, Exercisable | 0 | [1] | |
$0.40 to $2.25 | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Lower Range Exercise Prices | $0.40 | ||
Upper Range Exercise Prices | $2.25 | ||
Number of Options, Exercisable | 28,881,842 | ||
Weighted Remaining Contractual Life, Exercisable | 5 years 10 months 24 days | ||
Weighted Average Exercise Price, Exercisable | $1 | ||
Aggregate Intrinsic Value, Exercisable | $5,425,603 | [1] | |
[1] | The aggregate intrinsic value in the table represents the difference between the closing stock price on December 31, 2014 and the exercise price, multiplied by the number of in-the-money options that would have been received by the option holders had all option holders exercised their options on December 31, 2014. No options were exercised during 2014. |
Summary_of_Stock_Warrants_Outs
Summary of Stock Warrants Outstanding (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Class of Warrant or Right Outstanding | |||
Beginning Balance | 13,989,207 | 11,126,875 | |
Granted | 150,000 | 9,534,345 | |
Cancelled or expired | -1,630,000 | -4,396,878 | |
Exercised | -7,025,227 | -2,275,138 | |
Ending Balance | 5,483,980 | 13,989,207 | 11,126,875 |
Warrants exercisable | 5,483,980 | ||
Class of Warrant or Right Outstanding, Weighted Average Exercise Price | |||
Beginning Balance | $0.67 | $0.63 | |
Granted | $2 | $0.54 | |
Cancelled or expired | $1 | $0.50 | |
Exercised | $0.54 | $0.22 | |
Ending Balance | $0.79 | $0.67 | $0.63 |
Class of Warrant or Right Outstanding Exercise Price Range | |||
Granted | $2 | ||
Cancelled or expired | $1 | ||
Ending Balance | $0.50 | ||
Class of Warrant or Right Outstanding Weighted Average Remaining Contractual Life | |||
Outstanding | 4 years 9 months 18 days | 3 years 3 months 18 days | 1 year 8 months 12 days |
Minimum | |||
Class of Warrant or Right Outstanding Exercise Price Range | |||
Begining Balance | $0.20 | $0.25 | |
Granted | $0.01 | ||
Cancelled or expired | $0.50 | ||
Exercised | $0.25 | $0.01 | |
Ending Balance | $0.20 | $0.20 | |
Maximum | |||
Class of Warrant or Right Outstanding Exercise Price Range | |||
Begining Balance | $1 | $1 | |
Granted | $1 | ||
Cancelled or expired | $1 | ||
Exercised | $1 | $0.50 | |
Ending Balance | $2 | $1 |
Commitments_and_Contingencies_
Commitments and Contingencies - Additional Information (Detail) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | |||||
Jul. 15, 2014 | Oct. 10, 2013 | Jun. 10, 2014 | 31-May-11 | Dec. 31, 2014 | Feb. 19, 2013 | Sep. 30, 2013 | Feb. 13, 2014 | Feb. 13, 2014 | Nov. 13, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||
Issuance of common stock (in shares) | 300,000 | 100,000 | ||||||||||
Common stock issued, value | $564,000 | |||||||||||
Consulting agreement, monthly payment | 10,000 | |||||||||||
Payment agreement with consultant as a percentage of net profit | 10.00% | |||||||||||
Per share value of stock issued | $1.88 | |||||||||||
Stock issued during period, shares, issued for services | 50,000 | |||||||||||
Share-based compensation arrangement by share-based payment award, options, outstanding, number, beginning balance | 34,131,842 | 32,750,842 | 10,438,335 | |||||||||
Share-based compensation arrangement by share-based payment award, options, outstanding, weighted average exercise price, beginning balance | $0.99 | $0.88 | $0.64 | |||||||||
Base salary | 1,000 | |||||||||||
Share-based compensation arrangement by share-based payment award, options, grants in period, gross | 400,000 | 27,000,000 | ||||||||||
February through April | ||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||
Base salary | 5,000 | |||||||||||
May 2013 through January 2014 | ||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||
Base salary | 7,500 | |||||||||||
Compensatory Warrants | ||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||
Share-based compensation arrangement by share-based payment award, options, outstanding, weighted average exercise price, beginning balance | $0.20 | |||||||||||
Share-based compensation arrangement by share-based payment award, options, vested, number of shares | 500,000 | |||||||||||
Share-based compensation arrangement by share-based payment award, options, grants in period, gross | 1,500,000 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | 1,000,000 | |||||||||||
Convertible Promissory Note Due In 2011 | ||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||
Loss Contingency, Damages Sought, Value | 50,000 | |||||||||||
convertible Promissory Note Due In 2012 | ||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||
Loss Contingency, Damages Sought, Value | 25,000 | |||||||||||
Unregistered Common Stock member [Member] | ||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||
Common stock issued, value | 480,000 | |||||||||||
Stock issued during period, shares, issued for services | 300,000 | |||||||||||
Agreement with a consultant to operate and manage a future toll milling facility in Clark County, Nevada | ||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||
Payment agreement with consultant as a percentage of net profit | 25.00% | |||||||||||
Agreement with a consultant to operate and manage a future toll milling facility in Clark County, Nevada | Monthly Payment | ||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||
Accrued consultancy fee | 458,250 | |||||||||||
Agreement with a consultant to operate and manage a future toll milling facility in Clark County, Nevada | Common Stock Issuable | ||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||
Accrued consultancy fee | 183,790 | |||||||||||
Executive Employment Agreements | ||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||
Salaries, wages and officers compensation | $12,500 | |||||||||||
Share-based compensation arrangement by share-based payment award, options, outstanding, number, beginning balance | 4,500,000 | |||||||||||
Share-based compensation arrangement by share-based payment award, options, outstanding, weighted average exercise price, beginning balance | $0.40 | |||||||||||
Share-based compensation arrangement by share-based payment award, options, vested, number of shares | 1,500,000 | |||||||||||
Executive Employment Agreements | June 1, 2014 | ||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||
Share-based compensation arrangement by share-based payment award, options, vested, number of shares | 1,500,000 | |||||||||||
Executive Employment Agreements | June 1, 2015 | ||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||
Share-based compensation arrangement by share-based payment award, options, vested, number of shares | 1,500,000 |
Related_Party_Transactions_Add
Related Party Transactions - Additional Information (Detail) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | ||||||
Dec. 05, 2013 | Oct. 29, 2013 | 31-May-11 | Jan. 26, 2011 | Dec. 31, 2014 | Dec. 31, 2013 | Feb. 11, 2015 | Feb. 13, 2015 | Dec. 26, 2014 | Oct. 10, 2013 | Feb. 04, 2015 | Jun. 13, 2011 | |
Related Party Transaction [Line Items] | ||||||||||||
Convertible notes, interest rate | 8.00% | |||||||||||
Debt instrument, face amount | $2,500,000 | $1,933,345 | $2,500,000 | |||||||||
Debt conversion, converted instrument, amount | 25,000 | 25,000 | 100,000 | 0 | 1,500,000 | |||||||
Common stock issued, shares | 300,000 | 100,000 | ||||||||||
Equity Method Investment, Ownership Percentage | 23.00% | |||||||||||
Stock Issued During Period, Value, New Issues | 564,000 | |||||||||||
Settlement liabilities | 1,500,000 | |||||||||||
Consultancy Fee | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Related Party Transaction, Amounts of Transaction | 1,150,000 | |||||||||||
Tina Gregerson Director | Subsequent Event [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Convertible notes, interest rate | 8.00% | |||||||||||
Debt instrument, face amount | 750,000 | |||||||||||
common stock shares issuable upon exercise of warrants | 250,000 | |||||||||||
Debt conversion converted instrument principal amount | 200,000 | 48,000 | ||||||||||
Common shares issuable upon exercise price of warrants or rights | $1.23 | |||||||||||
Convertible Notes Payable | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Convertible notes, interest rate | 6.00% | |||||||||||
Pure Path Management Company | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Debt instrument, face amount | 2,500,000 | |||||||||||
Debt conversion, converted instrument, amount | 82,500 | |||||||||||
Common stock issued, shares | 27,000,000 | 27,000,000 | ||||||||||
Due to Related Parties, Total | 1,500,000 | |||||||||||
Stock Issued During Period, Value, New Issues | 1,933,345 | |||||||||||
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate | 8.00% | |||||||||||
Pure Path Management Company | Subsequent Event [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Debt conversion, converted instrument, amount | $53,000 |
Components_of_Income_Tax_Expen
Components of Income Tax Expense (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Schedule Of Income Taxes [Line Items] | ||
Current tax provision | $0 | $0 |
Deferred tax benefit | -5,519,000 | -2,635,000 |
Valuation allowance | 5,519,000 | 2,635,000 |
Total income tax provision | $0 | $0 |
Reconciliations_between_Statut
Reconciliations between Statutory Rate and Effective Tax Rate (Detail) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Schedule Of Income Taxes [Line Items] | ||
Federal statutory tax rate | -34.00% | -34.00% |
State taxes, net of federal benefit | 0.00% | 0.00% |
Permanent differences | 0.00% | 0.00% |
Expiration of Stock Options | 0.00% | 0.00% |
Other | 0.00% | 0.00% |
Valuation allowance | 34.00% | 34.00% |
Effective tax rate | 0.00% | 0.00% |
Estimated_Deferred_Tax_Assets_
Estimated Deferred Tax Assets and Liabilities (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Deferred tax assets: | ||
Net operating loss carryforwards | $9,093,000 | $3,574,000 |
Total deferred tax asset | 9,093,000 | 3,574,000 |
Valuation allowance | -9,093,000 | -3,574,000 |
Deferred tax assets, net of valuation allowance | $0 | $0 |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Schedule Of Income Taxes [Line Items] | |
Operating loss carryforwards | $20,785,000 |
Operating loss carryforwards, limitations on use | 1,000,000 annually |
Valuation allowance, deferred tax asset, change in amount | $5,519,000 |
Operating loss carry forwards expiration period | 2028 |
Earnings_Loss_Per_Share_Additi
Earnings (Loss) Per Share - Additional Information (Detail) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Stock Option | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of EPS | 35,604,540 | 11,000,842 |
Warrant | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of EPS | 9,654,908 | 13,989,207 |
Subsequent_Events_Additional_I
Subsequent Events - Additional Information (Detail) (USD $) | 0 Months Ended | 12 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | |||||||||||||||
Jul. 15, 2014 | Oct. 10, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 26, 2013 | Dec. 05, 2014 | Oct. 07, 2014 | Oct. 17, 2014 | Dec. 05, 2013 | Aug. 06, 2013 | Sep. 11, 2013 | Jun. 20, 2013 | Feb. 19, 2013 | Mar. 12, 2015 | Feb. 11, 2015 | Jan. 16, 2015 | Mar. 27, 2015 | Mar. 31, 2015 | Dec. 31, 2015 | Feb. 13, 2015 | Jan. 01, 2015 | Oct. 01, 2014 | Jul. 01, 2014 | Apr. 01, 2014 | Dec. 31, 2012 | |
Subsequent Event [Line Items] | |||||||||||||||||||||||||
Stock Issued During Period Shares Stock Options Exercised | 282,000 | ||||||||||||||||||||||||
Share Based Compensation Arrangements By Share Based Payment Award Options Exercises In Period Weighted Average Exercise Price | $0.60 | $0 | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 400,000 | 27,000,000 | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 500,000 | 500,000 | 500,000 | 500,000 | |||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $0.50 | ||||||||||||||||||||||||
Maximum | |||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 1,500,000 | ||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $2 | $1 | $1 | ||||||||||||||||||||||
Minimum | |||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $0.20 | $0.20 | $0.25 | ||||||||||||||||||||||
Warrant | |||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 153,995 | 57,000 | 466,667 | 112,360 | 63,500 | 3,916,849 | 400,000 | 4,500,000 | 500,000 | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 125,000 | ||||||||||||||||||||||||
Warrant | Warrant exercises one | |||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||
Stock Issued During Period Shares Stock Options Exercised | 1,830,867 | ||||||||||||||||||||||||
Share Based Compensation Arrangements By Share Based Payment Award Options Exercises In Period Weighted Average Exercise Price | $0.25 | ||||||||||||||||||||||||
Warrant | Warrant exercises two | |||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||
Stock Issued During Period Shares Stock Options Exercised | 520,000 | ||||||||||||||||||||||||
Share Based Compensation Arrangements By Share Based Payment Award Options Exercises In Period Weighted Average Exercise Price | $0.50 | ||||||||||||||||||||||||
Warrant | Warrant exercises three | |||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||
Stock Issued During Period Shares Stock Options Exercised | 4,000,000 | ||||||||||||||||||||||||
Share Based Compensation Arrangements By Share Based Payment Award Options Exercises In Period Weighted Average Exercise Price | $0.60 | ||||||||||||||||||||||||
Subsequent Event | |||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||
Proceeds from Notes Payable | $53,000 | ||||||||||||||||||||||||
Monthly Payments Related To Vendor Agreement | 50,000 | ||||||||||||||||||||||||
Warrant Issued To Purchase Of Common Stock | 150,000 | ||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $1.25 | ||||||||||||||||||||||||
Class Of Warrant Or Right Period From Which Warrants Or Rights Exercisable | 3 years | ||||||||||||||||||||||||
Subsequent Event | Restricted Stock [Member] | |||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 100,000 | ||||||||||||||||||||||||
Subsequent Event | 2014 Plan | |||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 0 years | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | The options shall vest and become exercisable as follows: (i) 750,000 shall vest on the Date of Grant; (ii) 187,500 shall vest on each of the following dates: April 1, 2015, July 1, 2015, October 1, 2015, January 1, 2016, April 1, 2016, July 1, 2016, October 1, 2016 and January 1, 2017 | ||||||||||||||||||||||||
Subsequent Event | Jonathan Spier [Member] | |||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 1 | ||||||||||||||||||||||||
Monthly Compensation | 1 | 12,500 | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 7 years | ||||||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award Options Additional Grants In Period Gross | 7,000,000 | ||||||||||||||||||||||||
Subsequent Event | Jonathan Spier [Member] | 2014 Plan | |||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||
Share Based Compensation Arrangements By Share Based Payment Award Options Exercises In Period Weighted Average Exercise Price | 1.15 | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 2,250,000 | ||||||||||||||||||||||||
Subsequent Event | Warrant | |||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||
Stock Issued During Period Shares Stock Options Exercised | 100,000 | ||||||||||||||||||||||||
Share Based Compensation Arrangements By Share Based Payment Award Options Exercises In Period Weighted Average Exercise Price | $0.89 | ||||||||||||||||||||||||
Tina Gregerson Family Properties LLC [Member] | Subsequent Event | |||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||
Stock Issued During Period Shares Stock Options Exercised | 250,000 | ||||||||||||||||||||||||
Share Based Compensation Arrangements By Share Based Payment Award Options Exercises In Period Weighted Average Exercise Price | $1.23 | ||||||||||||||||||||||||
Notes Payable | 750,000 | ||||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 8.00% | ||||||||||||||||||||||||
Proceeds from Notes Payable | $200,000 | $48,000 | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 7 years |