U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Year Ended December 31, 2015
Commission File Number: 000-14319
STANDARD METALS PROCESSING, INC. (a.k.a. CAMBRIAN MINERALS GROUP, INC.)
(Exact Name of Small Business Issuer as Specified in its Charter)
(Former Company Name)
| Nevada | 84-0991764 |
| (State or Other Jurisdiction of | (I.R.S. Employer Identification Number) |
| Incorporation or Organization) |
611 Walnut Street, Gadsden, Alabama 35901
(Address of Principal Executive Offices)
Issuer’s telephone number including area code: (888) 960-7347
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act:
COMMON STOCK, $0.001 PAR VALUE
Title of Class
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes ¨ No x
Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files). Yes ¨ No x
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K x .
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer ¨ | Accelerated filer ¨ |
| Non-accelerated filer ¨ | Smaller reporting company x |
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) Yes ¨ No x
The Registrant’s revenues for its most recent fiscal year: None.
As of April 29, 2016, the Registrant’s non-affiliates owned shares of its common stock having an aggregate market value of approximately $6,567,007 (based upon the closing sales price of the Registrant’s common stock on that date on the OTCQB).
On April 29, 2016 there were 113,075,936 shares of common stock issued and outstanding, which is the Registrant’s only class of voting stock.
Documents Incorporated by Reference: None.
STANDARD METALS PROCESSING, INC.
Annual Report on Form 10-K
For the Year Ended December 31, 2015
Table of Contents
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains both historical statements and statements that are forward-looking in nature. Historical statements are based on events that have already happened. Certain of these historical events provide some basis to our management, with which assumptions are made relating to events that are reasonably expected to happen in the future. Management also relies on information and assumptions provided by certain third party operators of our projects as well as assumptions made with the information currently available to predict future events. These future event predictions, or forward-looking statements, include (but are not limited to) statements related to the uncertainty of the quantity or quality of ore or tailings grades, the fluctuations in the market price of such reserves, as well as gold, silver and other precious minerals, general trends in our operations or financial results, plans, expectations, estimates and beliefs. You can identify forward-looking statements by terminology such as “may,” “could,” “should,” “anticipate,” “believe,” “estimate,” “continue,” “expect,” “intend,” “plan,” “predict,” “potential” and similar expressions and their variants. These forward-looking statements reflect our judgment as of the date of this Annual Report with respect to future events, the outcome of which is subject to risks, which may have a significant impact on our business, operating results and/or financial condition. Readers are cautioned that these forward-looking statements are inherently uncertain. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results or outcomes may vary materially from those described herein. We undertake no obligation to update forward-looking statements. The risks identified in Item 1A, among others, may impact forward-looking statements contained in this Annual Report.
ITEM 1. DESCRIPTION OF BUSINESS
BUSINESS OVERVIEW
Standard Metals Processing, Inc. (“we,” “us,” “our,” “Standard Metals” or the “Company”) is an exploration stage company having offices in Gadsden, Alabama and through its subsidiary, a property in Tonopah, Nevada. Our business plan is to purchase equipment and build a facility on our Tonopah property to serve as a permitted custom processing toll milling facility (which includes an analytical lab, pyrometallugircal plant, and hydrometallurgical recovery plant).
The Company will perform permitted custom processing toll milling which 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 minerals in the gold, silver and platinum metal groups. Custom milling and refining can include many different processes that are designed specifically for each ore load and to maximize the extraction of precious metals from carbon or concentrates. These toll-processing services also distill, dry, mix, or mill chemicals and bulk materials on a contractual basis and provide a chemical production outsourcing option for industrial companies, which lack the expertise, capacity, or regulatory permits for in-house production.
We are required to obtain several permits before we can begin construction of a small scale mineral processing facility to conduct permitted processing toll milling activities and construction of the required additional buildings and well relocation necessary for us to commence operations.
Any reference herein to “Standard Metals,” “the Company,” “we,” “our,” or “us” is intended to mean Standard Metals Processing, Inc. a Nevada corporation, and all of our subsidiaries unless otherwise indicated.
Corporate History
The Company was incorporated in the State of Colorado on July 10, 1985 as Princeton Acquisitions, Inc. On December 7, 2009, the Company changed its name to Standard Gold, Inc. Effective March 5, 2013 the Company moved its domicile from Colorado to Nevada and changed its name from Standard Gold, Inc. to Standard Gold Holdings, Inc. We determined that, due to a lack of connection to Colorado, it was in the best interest of the Company to move its domicile to Nevada. Effective December 6, 2013, the Company changed its name to Standard Metals Processing, Inc. to more accurately reflect the business of the 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 our wholly owned subsidiary.
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Prior to September 29, 2009, Wits Basin Precious Minerals, Inc., a Minnesota corporation and public reporting company quoted on the Pink Sheets under the symbol “WITM” (“Wits Basin”) was the majority shareholder of Hunter Bates. Hunter Bates 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.” On April 29, 2011 we transferred our entire interest and related debt of the Bates-Hunter Mine, 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 $2.5 million.
On March 15, 2011, we closed a series of transactions, whereby we acquired certain assets of Shea Mining & Milling, LLC (“Shea Mining”), which assets include land, buildings, a dormant milling facility, abandoned milling equipment, water permits, mine tailings, mine dumps and the assignment of a note payable, a lease and a contract agreement with permits. We completed the Shea Exchange Agreement to acquire the Shea assets and develop a permitted custom processing toll milling of precious minerals business.
On December 10, 2012, the Company filed two Statements of Correction with the state of Colorado correcting the Second Amended and Restated Articles that had been incorrectly amended in part on March 15, 2011 and in full on March 25, 2011. After the correct Articles of Incorporation were reinstated by the Statements of Correction, the Company filed Articles of Amendment with the state of Colorado on January 4, 2013 to correct and define the Series A Preferred Stock once all board approval and documentation were complete. 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 our Articles of Amendment, which were filed with the Colorado Secretary of State on January 4, 2013 and in the Form 8-K filed with the Commission on March 13, 2013. The Company is in exchange negotiations with the holder of the Series A Preferred Stock.
Series B Preferred Stock
The Company designated 2,500,000 shares 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 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.
On April, 11, 2016, the Company retired the Series B Preferred Stock. No shares of the Series B Preferred Stock had been issued and cannot be issued at any time.
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TOLL MILLING AND THE SHEA EXCHANGE AGREEMENT
On March 15, 2011, in an effort to enter the precious metal toll milling business, we entered into an exchange agreement by and between us, Shea Mining, Afignis, LLC, Leslie Lucas Partners, LLC, Wits Basin and Alfred A. Rapetti (the “Shea Exchange Agreement”) whereby we acquired certain assets from Shea Mining, which assets include those located in Tonopah, Nevada (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 (an ownership interest of approximately 87% of our then currently outstanding common stock - approximately 56% ownership interest on a fully diluted basis). 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. Simultaneous with these transactions, pursuant to the Shea Exchange Agreement, Wits Basin exchanged 19,713,544 shares of our common stock it held for 10 million shares of Series A Preferred Stock.
Pursuant to the assignment of a note payable, we 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, mine 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 an estimated 2.2 million tons of tailings known as the Millers Tailings from the historic gold rush of Goldfield and Tonopah, Nevada sitting on it.
For additional information on the Shea Exchange Agreement see Note 3 - SHEA MILLING AND MINING ASSETS in the notes to the financial statements.
SUBSIDIARIES
The Company has one wholly owned subsidiary, Tonopah Milling and Metals Group, Inc. (“TMMG”), a Nevada corporation. TMMG has two wholly owned subsidiaries, Tonopah Resources, Inc., a Nevada corporation and Tonopah Custom Processing, Inc., a Nevada corporation.
Water Pollution Control Permit with the Nevada Department of Environmental Protection
Through the Company’s wholly owned subsidiary, Tonopah Custom Processing, Inc. (“TCP”), it filed a Water Pollution Control Permit (“WPCP”) Application with the Nevada Department of Environmental Protection (“NDEP”) Bureau of Mines and Mining Reclamation (“BMMR”) for the approval of the permits necessary for a small-scale mineral processing facility planned for the Tonopah Property. The plant will perform laboratory testing, pilot testing, and custom processing of precious metal ores and concentrates from mining industry clients. Processing of ore materials will employ standard mineral processing techniques including gravity concentration, froth flotation and chemical leaching and carbon stripping.
The WPCP must be approved prior to commencing the planned construction of our processing plant in Tonopah, Nevada. We are still in the technical review stage of our WPCP. While the Company awaits approval, we are preparing for construction of our processing facility which includes working with contractors that will be building the new 21,875 square foot processing plant, cleaning and preparing the property, and refurbishing a trailer that will act as our construction office.
In connection with our WPCP application, NDEP suggested that we take the following actions: (i) retain a Nevada Certified Environmental Manager (“CEM”), (ii) perform Meteoric Profile II water testing on ground water directly below the mill as well as surrounding wells located off site, and (iii) determine baseline values of water using the Meteoric Profile II results. NDEP regulations require that the Company delay any new construction planned for “metal extraction” until after the permits are in place. We hired Allstate-Nevada Environmental Management, Inc., as our CEM to assist us with obtaining an NDEP WPCP and to help us fulfill all the requirements of NDEP including the Meteoric Profile II analysis, as well as advise on the overall site cleanup and assisting with any other NDEP requirements.
Survey
In March 2013, Advanced Surveying & Professional Services, as our Professional Land Surveyor (“PLS”), completed surveys and testing of the Tonopah property required for the application of our required permits. After completion of the survey, it was determined the property is 1,183 acres. The scope of work our PLS completed includes: (i) setting a total of 19 permanent monuments at angle points along lines, (ii) setting eight permanent monuments locating US Hwy 95, (iii) recording a professional map indicating longitude and latitude for all corners, and (iv) providing a digital map accessible in AutoCad software.
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Equipment, Facility and Site Preparation
The Company received leased heavy equipment on August 1, 2013, which was used to begin cleanup of the site to prepare it for the new construction. We ordered a pre-fabricated building on November 4, 2013 and took delivery of the building on March 21, 2014.
The Company accepted delivery of additional large heavy equipment on April 1, 2014 and completed the initial grading of specific designated areas on the 40 undisturbed acres of land including clearing all vegetation, removing of all scrap metal and the extra and unnecessary materials and old equipment that have accumulated on the land, and the excavated the building pad for the site of the proposed 21,875 square foot processing plant.
PRODUCTS AND SERVICES
The Company’s intention is to become a full service permitted custom toll milling and processing company that facilitates the extraction of precious and strategic minerals from mined material. The Company is in the process of obtaining the permits needed for construction and operation of our permitted custom processing toll milling facility with state of the art equipment capable of processing gold, silver and platinum metal groups. Many junior miners do not have the capital or the ability to permit a processing facility, yet they have a large supply of mined material that requires milling be performed. It is often cost prohibitive or impractical for these mine operators to send their materials to processing mills owned by the large mining companies, or to other customers with badly needed milling and processing services.
While Nevada has a historic role as a mining center with good proximate geology and ample mined product, very little custom processing toll milling capacity remains in the state. During the last several decades, other processing facilities have been shuttered due to high costs of regulations and the vertical integration of milling within large mining companies leaving junior miners with few options for local milling services. As a result, Standard Metals is in a unique position among processing facilities because it is capable of true permitted custom processing. We have the only ball mill located within a custom toll milling facility within 300 miles allowing us to serve miners in the western United States, Canada, Mexico, and Central America.
Many junior miners are undercapitalized, have limited access to capital markets and have a large supply of mined material that requires milling be performed. Many large mining companies reserve their milling capacity for their inventory, which does not make providing third party services worthwhile. This provides the Company with an opportunity to provide these potential customers with badly needed milling and processing services.
The Company is waiting for the approval of pending applications for the permits required for us to commence construction of our facilities to conduct permitted custom processing toll milling operations.
TOLL MILLING
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 minerals in the gold, silver and platinum metal groups. Custom milling and refining that are designed specifically for each ore load can include many different processes to maximize the extraction of precious metals from ore, carbon or concentrates.
Procedure
Ore is sent to our facility at the responsibility and cost of the customer. The Company will take a sample of the ore through a specific ore sampling procedure. The Company’s metallurgist will test the sample on site. To obtain a quantitative determination of the amount of a given substance in a particular sample, the Company can perform wet methods and dry methods. In the wet method, the sample is dissolved in a reagent, like acid, until the purified metal is separated out. In the dry method, the sample is mixed with a flux (a substance such as borax or silica that helps lower the melting temperature) and then heated so that the impurities in the metal fuse with the flux, leaving the purified metal as residue.
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If it is determined that the sample is approved for processing, the customer and the Company will then agree upon a value of the metal grade per ton. If there is any disagreement on the value, a third party referee determines the value by testing the sample. The Company charges either a flat fee per ton of the ore processed or a percentage of the precious metals extracted during processing, or a combination of both based on the amount of work that is performed.
There are various methods of extraction. The Company determines which method to use based upon the sample sent to the Company. In most situations, a series of tests will be performed on a bulk sample ranging in size from 250 to 1,000 pounds. A metallurgist will determine the best process or processes to use for the extraction based on several factors. These include the composition of the host rock, mineralization of the host rock, whether or not it is an oxide or sulphide ore body, and the particle size of the precious metal. After the metallurgist reviews these characteristics, the Company will run ore on a gold table and assays the concentrates, middlings, and tails. An assay is an investigative procedure for qualitatively assessing or quantitatively measuring the presence or amount of precious metals in ore. If there is too much gold in the middling or tails, the size of the grind is adjusted to increase yield or if there is not enough gold in the middlings or tails the Company grinds the material to a coarser mesh.
Some of our miner customers will be able to take their tailings (the material left over after the desired minerals have been extracted) from the material they deposited with the Company and put it back in the exact same mines those particular tailings came from. This eliminates the need for the Company to dispose of those tailings.
Concentrate/Leach Circuit
Concentration is the separation of precious minerals from other materials by utilizing different properties of the minerals to be separated including density, magnetic or electric and physiochemical. The Company will attempt to create a “concentrate” of minerals to reduce the size of each ton processed. The Company may also receive concentrates from customers, especially those where transport of tons of raw ore is not feasible.
The leaching process uses chemicals to extract the metals from the solid materials (concentrates) and bring them into a solution. Once the metals are in the solution, it is passed through carbon or resin columns where the precious metals are deposited onto the carbon/resin.
The metals will then be stripped from the carbon back into a different solution where they are pumped through an electrowinning circuit in a process called carbon stripping. The metals are then deposited onto stainless steel in the electrowinning circuit. After this stage, the metals are either sold or further refined off-site. The solution is recycled and used again to process additional material.
Refocused Business Plan
The Company considered altering its strategy and establishing itself as a specialized mining house that can provide financing in exchange for metals streaming and royalty financing, and also to seek opportunities to acquire current income-producing metal streams and royalty contracts. The Company has undergone some changes in management and a refocus in its business plan. Management is delaying any plans for metals streaming and royalty. The Company is reexamining its next steps for developing a processing facility.
EMPLOYEES
As of December 31, 2015, we did not have any employees. The Company’s and its subsidiaries’ officers, directors and independent contractors conduct all operations.
FINANCIAL INFORMATION IN INDUSTRY SEGMENTS
During the years ended December 31, 2015 and 2014, our operations included one reportable segment: that of the development of the related services of custom permitted processing toll milling.
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AVAILABLE INFORMATION
You can request a free copy of our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material, or furnish it to the Securities and Exchange Commission (“SEC”) the above filings by writing or calling us at:
Standard Metals Processing, Inc.
611 Walnut Street
Gadsden, Alabama 35901
(888) 960-7347
An investment in our common stock is highly speculative and involves a high degree of risk. Before making an investment decision, you should carefully consider the risks described below together with all of the other information included in this prospectus. The statements contained in or incorporated into this prospectus that are not historic facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. If any of the following risks actually occurs, our business, financial condition or results of operations could be harmed. In that case, the value of our common stock could decline, and an investor in our securities may lose all or part of their investment.
RISKS RELATING TO OUR CAPITAL STOCK
INVESTORS MAY BE UNABLE TO ACCURATELY VALUE OUR COMMON STOCK.
Investors often value companies based on the stock prices and results of operations of other comparable companies. Currently, we do not believe another publicly traded permitted custom processing toll milling company exists that is directly comparable to our size and scale. Prospective investors, therefore, have limited historical information about our permitted custom processing toll milling capabilities on which to base an evaluation of our performance and prospects and an investment in our common stock. As such, investors may find it difficult to accurately value our common stock.
Investors may face significant restrictions on the resale of our common stock due to federal regulation of penny stocks.
The SEC has defined any equity security with a market price of less than $5.00 per share as a “penny stock.” Penny stocks are subject to the requirements or Rule 15(g)-9 of the Securities Exchange Act of 1934. Our common stock is quoted on the OTCQB under the symbol SMPR and is currently below $5.00 per share. Therefore our common stock is deemed a “penny stock” and is subject to the requirements of Rule 15(g)-9. Under such rule, broker-dealers who recommend low-priced securities to persons other than established customers and accredited investors must satisfy special sales practice requirements, including a requirement that they make an individualized written suitability determination for the purchaser and receive the purchaser’s consent prior to the transaction. The required penny stock disclosures include the delivery, prior to any transaction, of a disclosure schedule explaining the penny stock market and the risks associated with it. Such requirements could severely limit the market liquidity of the securities and the ability of purchasers to sell their securities in the secondary market.
WE DO NOT INTEND TO PAY DIVIDENDS FOR THE FORESEEABLE FUTURE.
We have never declared or paid any dividends on our common stock. We intend to retain all of our earnings, if any, for the foreseeable future to finance the operation and expansion of our business, and we do not anticipate paying any cash dividends in the future. Our Board of Directors retains the discretion to change this policy.
THE MARKET FOR OUR COMMON STOCK MAY FLUCTUATE.
Currently, our common stock is traded on the Over the Counter Venture Capital Market (“OTCQB”). Stock prices on the Over the Counter Markets can be more volatile than stocks trading on national market systems such as NSADAQ, NYSE or AMEX. Our stock price may be affected by factors outside of our control and unrelated to our business operations.
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OUR SERIES A PREFERRED STOCK HAS A SIGNIFICANT LIQUIDATION PREFERENCE.
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 Company, and after paying or adequately providing for the payment of all its obligations, the remainder of the assets of the Company 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; 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.
Although there are requirements that must be met before the liquidation preference is payable to holders of the Series A Preferred Stock, if we are successful in the operation of our business and our market value increases, or if we consummate a change of control transaction that requires payment of the $10,000,000 liquidation preference (plus accrued interest), there may be significantly less funds remaining after the payment of the liquidation preference for holders of our common stock or we could be forced to accrue this liability on our financials. The Company is in negotiations with the holder of the Series A Preferred Stock to exchange the Series A for common stock.
RISKS RELATING TO OUR FINANCIAL CONDITION
WE CURRENTLY DO NOT HAVE ENOUGH CASH TO FUND OPERATIONS AND/OR REDUCE OUR DEBT DURING 2016.
We have very limited funds, and such funds are not adequate to develop our current business plan, or even to satisfy our existing working capital requirements. We will be required to raise additional funds to effectuate our current business plan for permitted custom processing toll milling and to satisfy our working capital requirements. Without significant additional capital, we will be unable to start operations. With respect to our proposed permitted custom processing toll milling operations, the costs and ability to successfully operate have not been fully verified because none of our proposed tolling operations have begun and we may incur unexpected costs or delays in connection with starting operations. The cost of designing and building our operations and of finding customers and sources of ore for our toll milling sources can be extensive and will require us to obtain additional financing, and there is no assurance that we will have the resources necessary or the financing available to attain operations or to acquire customers and ore sources necessary for our long-term business. Our ultimate success will depend on our ability to raise additional capital. Additionally, such additional capital may not be available to us at acceptable terms or at all. Further, if we increase our capitalization and sell additional shares of our capital stock, a shareholder’s position in our Company will be subject to dilution. In the event that we are unable to obtain additional capital, we may be forced to cease our search for additional business opportunities, reduce our operating expenditures or to cease operations altogether.
WE HAVE NOT YET BEGUN OPERATIONS AND WE EXPECT TO INCUR LOSSES FOR THE FORESEEABLE FUTURE.
We have yet to commence active operations. We have no prior operating history from which to evaluate our success, or our likelihood of success in operating our business, generating any revenues, or achieving profitability. This provides a limited basis for you to assess our ability to commercialize our services and the advisability of investing in our securities. We have not generated revenue from our toll milling services to date and there can be no assurance that our plans for permitted custom processing toll milling will be successful, or that we will ever attain significant revenue or profitability. Also, toll milling is a new area of business for us, and our management team has little experience in permitted custom processing toll milling operations. Although we intend to hire knowledgeable and experienced employees and/or consultants with significant experience in toll milling operations, there is no guarantee that we will reach profitability in the near future, if at all. As we develop our Tonopah property to prepare for operations, we are subject to unforeseen costs, expenses, problems and difficulties inherent in new business ventures.
OUR INDEPENDENT AUDITORS HAVE SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.
The financial statements for each of these periods were prepared assuming that we would continue as a going concern. We have had net losses for each of the years ended December 31, 2015 and 2014, and we have an accumulated a deficit as of December 31, 2015. In the view of our independent auditors, these conditions raise substantial doubt about our ability to continue as a going concern. Furthermore, since we do not expect to generate any significant revenues from operations for the foreseeable future, our ability to continue as a going concern depends, in large part, on our ability to raise additional capital through equity or debt financing transactions. If we are unable to raise additional capital, we may be forced to discontinue our business.
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RISKS RELATED TO THE COMPANY
WE HAVE LIMITED ASSETS.
Our assets to be used in the development of a toll milling service have not yet been utilized, we will need to acquire additional equipment and construct additional facilities and there can be no guarantee that we will be successful in utilizing our current assets or obtaining the additional equipment and facilities that we will need to operate going forward. We do not anticipate having any revenues from our permitted custom toll milling processing for the foreseeable future. Additionally, without adequate funding, we may never produce any significant revenues.
OUR MAJOR ASSETS ARE ENCUMBERED UNDER A DEED OF TRUST.
The Tonopah property is subject to a $2,500,000 first deed of trust held by Pure Path.
OUR MANAGEMENT TEAM MAY NOT BE ABLE TO SUCCESSFULLY IMPLEMENT OUR BUSINESS STRATEGIES.
If our management team is unable to execute our business strategies, then our development could be materially and adversely affected. In addition, we may encounter difficulties in effectively managing the budgeting, forecasting and other process control issues presented by any future growth. We may seek to augment or replace members of our management team or we may lose key members of our management team, and we may not be able to attract new management talent with sufficient skill and experience.
OUR SUCCESS IN THE FUTURE MAY DEPEND ON OUR ABILITY TO ESTABLISH AND MAINTAIN STRATEGIC ALLIANCES, AND ANY FAILURE ON OUR PART TO ESTABLISH AND MAINTAIN SUCH RELATIONSHIPS WOULD ADVERSELY AFFECT OUR MARKET PENETRATION AND REVENUE GROWTH.
We may be required to establish strategic relationships with third parties in the mining and toll milling industries. Our ability to establish strategic relationships will depend on a number of factors, many of which are outside our control, such as the suitability of our property, facilities and equipment relative to our competitors, or the quality grade of precious minerals we are able to extract from the ore we process. We can provide no assurance that we will be able to establish strategic relationships in the future.
In addition, any strategic alliances that we establish, will subject us to a number of risks, including risks associated with sharing proprietary information, loss of control of operations that are material to developed business and profit-sharing arrangements. Moreover, strategic alliances may be expensive to implement and subject us to the risk that the third party will not perform its obligations under the relationship, which may subject us to losses over which we have no control or expensive termination arrangements. As a result, even if our strategic alliances with third parties are successful, our business may be adversely affected by a number of factors that are outside of our control.
RISKS RELATING TO OUR BUSINESS
WE WILL REQUIRE ADDITIONAL FINANCING TO FUND OUR PERMITTED CUSTOM PROCESSING TOLL MILLING DEVELOPMENT AND OPERATIONS.
Substantial additional financing will be needed in order to fund the current plan to begin toll milling services and develop and maintain the Tonopah property. Our means of acquiring investment capital is limited to private equity and debt transactions. We have no significant sources of currently available funds to engage in additional development. Without significant additional capital, we will be unable to fund our current property interests or effectuate our current business plan for permitted custom processing toll milling and mining services. See “—Risks Relating to Our Financial Condition – We Currently Do Not Have Enough Cash to Fund Operations, and/or Reduce Debt During 2016.”
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OUR PERFORMANCE MAY BE SUBJECT TO FLUCTUATIONS IN MINERAL PRICES.
The profitability of any permitted custom processing toll milling services could be significantly affected by changes in the market price of minerals. Demand for minerals can be influenced by economic conditions and attractiveness as an investment vehicle. Other factors include the level of interest rates, exchange rates and inflation. The aggregate effect of these factors is impossible to predict with accuracy.
In particular, mine production and the willingness of third parties such as central banks to sell or lease gold affects the supply of gold. Worldwide production levels also affect mineral prices. In addition, the price of gold, silver and other precious minerals have, on occasion, been subject to very rapid short-term changes due to speculative activities.
OUR PERMITTED CUSTOM PROCESSING TOLL MILLING OPERATIONS ARE SUBJECT TO ENVIRONMENTAL REGULATIONS AND PERMITTING, WHICH COULD RESULT IN THE INCURRENCE OF ADDITIONAL COSTS AND OPERATIONAL DELAYS.
All phases of our operations are subject to current environmental protection regulation. There is no assurance that future changes in environmental regulation, such as greenhouse gas emissions, carbon footprint and the like, will not adversely affect our operations. Some of our proposed operations will require additional permits, which could incur additional cost and may delay startup and cash flow. In addition, each toll milling mineral source must be fully permitted for its own operation, a process over which we have no control.
OUR PERMITTED CUSTOM PROCESSING TOLL MILLING OPERATIONS WILL REQUIRE US TO DEPEND ON THIRD PARTIES AND OTHER ELEMENTS BEYOND OUR CONTROL, WHICH COULD RESULT IN HARM TO OUR BUSINESS.
Our permitted custom processing toll milling operations will rely on mineral material produced by others, and we have no control over their operations. Delivery of ore to our processing facilities is also subject to the risks of transportation, including trucking and aviation operations run by others, regulations and permits, fuel cost, weather, and travel conditions. Toll milling requires that the mineral producer and the mineral processor agree on the grade of the incoming material, which can be a source of conflict between parties. Although a third party will be utilized for any such conflict, any disagreements with mineral producers, or problems with the delivery of ore, could result in additional costs, disruptions and other problems in the operation of our business.
U.S. FEDERAL LAWS
Under the U.S. Resource Conservation and Recovery Act, companies such as ours may incur costs for generating, transporting, treating, storing, or disposing of hazardous waste. Our permitted custom processing toll milling operations may produce air emissions, including fugitive dust and other air pollutants, from stationary equipment, storage facilities, and the use of mobile sources such as trucks and heavy construction equipment which are subject to review, monitoring and/or control requirements under the Federal Clean Air Act and state air quality laws. Permitting rules may impose limitations on our production levels or create additional capital expenditures in order to comply with the rules.
The U.S. Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended (CERCLA) imposes strict joint and several liability on parties associated with releases or threats of releases of hazardous substances. The groups who could be found liable include, among others, the current owners and operators of facilities which release hazardous substances into the environment and past owners and operators of properties who owned such properties at the time the disposal of the hazardous substances occurred. This liability could include the cost of removal or remediation of the release and damages for injury to the surrounding property. We cannot predict the potential for future CERCLA liability with respect to our property.
THE GLOBAL FINANCIAL CRISIS MAY HAVE IMPACTS ON OUR BUSINESS AND FINANCIAL CONDITION THAT WE CURRENTLY CANNOT PREDICT.
The continued credit crisis and related instability in the global financial system has had, and may continue to have, an impact on our business and our financial condition. We may face significant challenges if conditions in the financial markets do not improve. Our ability to access the capital markets may be severely restricted at a time when we would like, or need, to access such markets, which could have an impact on our flexibility to react to changing economic and business conditions. The credit crisis could have an impact on any potential lenders or on our customers, causing them to fail to meet their obligations to us.
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ITEM 2. DESCRIPTION OF PROPERTIES
On March 15, 2011, in an effort to enter the precious metal toll milling business, we completed the Shea Exchange Agreement, whereby we acquired the Tonopah property, consisting of land, buildings, mining tailings, a dormant milling facility, abandoned milling equipment and water permits.
Our Tonopah property consists of 1,183 acres of land, buildings, mining tailings, a dormant milling facility, abandoned milling equipment and water permits. The Tonopah property was transferred to Tonopah Milling and Metals Group, Inc. (“TMMG”), the Company’s wholly owned subsidiary and then transferred to Tonopah Resources, Inc., a wholly owned subsidiary of TMMG.
Our corporate office is located at 611 Walnut Street, Gadsden, Alabama 35901. We are using the office space of the Company’s Chief Executive Officer, Tina Gregerson. We believe that our facilities are adequate for our current needs.
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. On November 23, 2015, the parties executed a Settlement Agreement wherein the Company would pay or cause to be paid $130,000 to Midwest and issued 25,000 shares of restricted common stock to Blair Mielke. Additionally, the Company cooperated with Midwest to transfer a number of shares of stock owned by Midwest to Midwest’s investors. The remaining shares of stock owned by Midwest are subject to a lock up, leak out agreement. This settlement agreement settles both this action and the Blair Mielke action listed below.
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.
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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. On March 26, 2015, the court entered an order dismissing this case without prejudice for lack of personal jurisdiction.
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 January 16, 2015, Standard Metals filed a 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. On March 23, 2015, the Court issued an Order denying Standard Metals’ Motion for Summary Judgment. On March 30, 2015, Flechner filed a Motion to Lift the Stay. On March 31, 2015, the Court issued an Order granting Flechner’s Motion to Lift the Stay. On April 6, 2015, the Court issued an Order scheduling a Bench Trial for July 29, 2015. On April 9, 2015, Flechner filed a Motion for Reconsideration of the Court’s March 23, 2015 Order Denying Flechner’s Motion to Enforce the Confidential Settlement Agreement to Settle Certain Issues. On May 1, 2015, the Court issued an Order Granting Flechner’s Motion to Enforce the Confidential Settlement Agreement to Settle Certain Issues. Standard Metals Processing, Inc. intends to continue to vigorously defend against claims by Steven E. Flechner. On August 12, 2015 the United Stated District Court for the District of Colorado issued a judgment in favor of Stephen E. Flechner for $2,157,000. An amended final judgment was ordered in adjudication of the Complaint by the U.S. District Court for the District of Colorado (the “Court”) on August 28, 2015 in favor of Flechner in the amount of $2,157,000, plus interest through the date of judgment of $235,246, plus interest of $472.76/day from August 28, 2015 until paid in full. The Company, in good faith anticipation of a settlement did not appeal the judgment and therefore, the Company’s notice of appeal was dismissed on November 17, 2015. This judgment is now non-appealable. The Company and Flechner entered into a Settlement Agreement on November 24, 2015, wherein Flechner will receive $450,000 in cash payment and $250,000 in installment payments. As of the date of this filing, the Company has not yet made a payment.
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.
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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. The Company and Wits Basin executed a Settlement Agreement on January 22, 2016. Pursuant to the terms of the Settlement Agreement, the Company issued 630,000 warrants to purchase common stock at an exercise price of $0.70 and 630,000 warrants at an exercise price of $0.30 to investors of Wits Basin. The warrants are exercisable until December 31, 2018. The Company will also pay $14,665 in plaintiffs’ legal fees. As of the date of this filing, $8,350 of the attorneys’ fees have been paid and all warrants have been issued.
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 Eighth 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 theUnited States District Court for the District of Nevada (Las Vegas) . On October 30, 2014, Standard Metals filed a First Motion to Dismiss. On April 24, 2015, the Court entered an Order granting Standard Metals’ First Motion to Dismiss as to Mielke’s claim for specific performance and denying Standard Metals’ Motion as to all other claims. On May 5, 2015, Standard Metals filed its Answer and Counterclaims. On May 28, 2015, Mielke filed his Motion to Dismiss or, in the Alternative, for Summary Judgment. On June 11, 2015, Standard Metals filed its Response to Mielke’s Motion. Standard Metals Processing, Inc. intends to continue to vigorously defend against the remaining claims by Blair Mielke. This case was settled in the same settlement agreement as the Midwest action executed November 23, 2015.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
PRICE RANGE OF COMMON STOCK
Our common stock is quoted on the OTCQB under the symbol “SMPR.” As of April 29, 2016, the last closing sale price of our common stock as reported by OTCQB was $0.1275 per share. The following table sets forth for the periods indicating the range of high and low closing sale prices of our common stock:
| Period | High | Low | ||||||
| Quarter Ended March 31, 2015 | $ | 1.47 | $ | 0.94 | ||||
| Quarter Ended June 30, 2015 | $ | 1.15 | $ | 0.75 | ||||
| Quarter Ended September 30, 2015 | $ | 0.90 | $ | 0.33 | ||||
| Quarter Ended December 31, 2015 | $ | 0.51 | $ | 0.11 | ||||
| Quarter Ended March 31, 2014 | $ | 2.25 | $ | 0.80 | ||||
| Quarter Ended June 30, 2014 | $ | 1.35 | $ | 2.20 | ||||
| Quarter Ended September 30, 2014 | $ | 1.54 | $ | 2.09 | ||||
| Quarter Ended December 31, 2014 | $ | 1.76 | $ | 1.00 | ||||
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The quotations from the OTCQB above reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not reflect actual transactions.
RECORD HOLDERS
As of May 2, 2016, there were approximately 149 record holders of our common stock, excluding shareholders holding securities in “street name.”
DIVIDENDS
We have never paid cash dividends on our common stock and have no present intention of doing so in the foreseeable future. Rather, we intend to retain all future earnings to provide for the growth of our Company. Payment of cash dividends in the future, if any, will depend, among other things, upon our future earnings, requirements for capital improvements and financial condition.
RECENT SALES OF UNREGISTERED SECURITIES
In addition to the sales of unregistered securities that we reported in Quarterly Reports on Form 10-Q and Current Reports on Form 8-K during fiscal year ended 2015, we made the following sales of unregistered securities during the year ended December 31, 2015:
Restricted Stock Sale
The Company sold four million shares of restricted common stock to an accredited investor on December 21, 2015. The shares were sold at fair market value at a per share price of $0.013, the closing sale price on the date of the sale. The Company received $40,000 for the sale on December 21, 2015. Due to the holidays, the actual issuance of the certificate was delayed until January 26, 2016.
Warrant Exercises
During the first quarter of 2015, 100,000 warrants were exercised at a per share price of $0.89 for a total of $89,000. During the second quarter of 2015, 40,000 warrants were exercised at a per share price of $0.89 for a total of $35,600.
Debt Settlement
On July 31, 2015 the Company issued 250,000 shares of restricted common stock in exchange for $50,000 of outstanding debt. The shares were issued under the Section 4(a)(2) exemption from registration.
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 the CEO 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, $48,000 on February 13, 2015 and $50,000 on April 13, 2015, $150,000 on July 31, 2015, $2,500 on October 20, 2015, $12,000 on October 29, 2015 and $15,000 on November 4, 2015.
Under the terms of the Pure Path Note, the Company received $54,590 on February 4, 2015.
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Sales of the securities identified above were made pursuant to privately negotiated transactions that did not involve a public offering of securities and, accordingly, we believe that these transactions were exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2) thereof and rules promulgated thereunder. Based on representations from the above-referenced investors, we have determined that such investors were “accredited investors” (as defined by Rule 501 under the Securities Act) and are acquiring the shares for investment and not distribution, and that they could bear the risks of the investment and could hold the securities for an indefinite period of time. The investors received written disclosures that the securities had not been registered under the Securities Act and that any resale must be made pursuant to a registration or an available exemption from such registration. All of the foregoing securities are deemed restricted securities for purposes of the Securities Act.
ITEM 6. SELECTED FINANCIAL DATA
N/A
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the Financial Statements of the Company and notes thereto included elsewhere in this Annual Report. See “Consolidated Financial Statements and Supplementary Data.”
Cautionary Notice Regarding Forward Looking Statements
Readers are cautioned that the following discussion contains certain forward-looking statements and should be read in conjunction with the “Special Note Regarding Forward-Looking Statements” appearing at the beginning of this Annual Report.
The information contained in Item 7 contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Actual results may materially differ from those projected in the forward-looking statements as a result of certain risks and uncertainties set forth in this report. Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed in this report.
We desire to take advantage of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. This filing contains a number of forward-looking statements, which reflect management’s current views and expectations with respect to our business, strategies, products, future results and events, and financial performance. All statements made in this filing other than statements of historical fact, including statements addressing operating performance, events, or developments which management expects or anticipates will or may occur in the future, including statements related to distributor channels, volume growth, revenues, profitability, new products, adequacy of funds from operations, statements expressing general optimism about future operating results, and non-historical information, are forward looking statements. In particular, the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “may,” variations of such words, and similar expressions identify forward-looking statements, but are not the exclusive means of identifying such statements, and their absence does not mean that the statement is not forward-looking. These forward-looking statements are subject to certain risks and uncertainties, including those discussed below. Our actual results, performance or achievements could differ materially from historical results as well as those expressed in, anticipated, or implied by these forward-looking statements. We do not undertake any obligation to revise these forward-looking statements to reflect any future events or circumstances.
Readers should not place undue reliance on these forward-looking statements, which are based on management’s current expectations and projections about future events, are not guarantees of future performance, are subject to risks, uncertainties and assumptions (including those described below), and apply only as of the date of this filing. Our actual results, performance or achievements could differ materially from the results expressed in, or implied by, these forward-looking statements. Factors which could cause or contribute to such differences include, but are not limited to, the risks to be discussed in our Annual Report on form 10-K and in the press releases and other communications to shareholders issued by us from time to time which attempt to advise interested parties of the risks and factors which may affect our business. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
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Water Pollution Control Permit
Through the Company’s wholly owned subsidiary, Tonopah Custom Processing, Inc. (“TCP”), a Water Pollution Control Permit (“WPCP”) Application was filed with the Nevada Department of Environmental Protection (“NDEP”) Bureau of Mines and Mining Reclamation (“BMMR”) for the approval of the permits necessary for a small-scale mineral processing facility planned for the Tonopah Property. The plant will perform laboratory testing, pilot testing, and custom processing of precious metal ores and concentrates from mining industry clients. Processing of ore materials will employ standard mineral processing techniques including gravity concentration, froth flotation and chemical leaching and carbon stripping.
The WPCP must be approved prior to commencing the planned construction of our processing plant in Tonopah, Nevada. We are still in the technical review stage of our WPCP. While the Company awaits approval, NDEP has allowed us to do limited site preparation.
We refurbished a trailer that will act as our construction office.
In connection with the WPCP application, NDEP suggested that we take the following actions: (i) retain a Nevada Certified Environmental Manager (“CEM”), (ii) perform Meteoric Profile II water testing on ground water directly below the mill as well as surrounding wells located off site, and (iii) determine baseline values of water using the Meteoric Profile II results. NDEP regulations require that the Company delay any new construction planned for “metal extraction” until after the permits are in place. We hired Allstate-Nevada Environmental Management, Inc., as our CEM to assist us with obtaining an NDEP WPCP and to help us fulfill all the requirements of NDEP including the Meteoric Profile II analysis, as well as advise on the overall site cleanup and assisting with any other NDEP requirements.
In March 2013, Advanced Surveying & Professional Services, as our Professional Land Surveyor (“PLS”), completed surveys and testing of the Tonopah property required for the application of our required permits. After completion of the survey, it was determined the property is 1,186 acres. The scope of work our PLS completed includes: (i) setting a total of 19 permanent monuments at angle points along lines, (ii) setting eight permanent monuments locating US Hwy 95, (iii) recording a professional map indicating longitude and latitude for all corners, and (iv) providing a digital map accessible in AutoCAD software.
Water, Wells and Drilling Permit
The existing water rights on the property utilize two wells (points of diversion). We obtained a drilling permit from the Nevada Department of Water Resources (“NDWR”) on September 4, 2014 to move the point of diversion of one of our existing wells. The historic production well has not been used in recent years and is too far away from our new production plant. We are moving the point of diversion closer to our proposed production plant site to provide a localized source of fresh water. We hired Bruce Mackay Pump and Well Service to drill the new process/fresh water well that will change the point of diversion and drill a new well. The drilling of our new point of diversion process well was completed in January 2015.
We placed a new 14,600 gallon water tank on the Tonopah property and completely rebuilt our existing domestic well to provide a supply of water for construction on the property, the construction office, and the newly built Recreational Vehicle (“RV”) park. The service of the domestic well included replacing the existing well pump with a higher volume submersible pump, installing a two inch supply line from the well to a 1,500 gallon fresh water supply tank, and a secondary water system including two 80 gallon pressure bladders and individual supply lines.
On March 10, 2014, we retained Interflow Hydrology, Inc. (“Interflow”) to engineer, design and oversee the installation of our four monitoring wells. The monitoring wells will be utilized by taking water samples up-gradient and down-gradient of our processing plant. A gradient is a direction of flow or convergence of the underground aquifer on the property. NDEP permitted us to begin the installation of up to one up-gradient and three down-gradient monitoring wells. We will take samples from the monitoring wells each quarter once they are operational to compare the laboratory water test results from up-gradient and down-gradient to act as a control. The baseline values of water quality are compared between up-gradient and down-gradient monitoring wells to show our site is not releasing any pollutants into the water table. Interflow will also provide us with an interpretation of groundwater gradient under our processing plant.
During the second quarter of 2014 we completed the installation of three monitoring wells and completed the background water testing (NDEP mandated Profile 1 water quality testing). We were notified that our three wells are sufficient and we do not need to drill a fourth.
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Site and Facility Preparation
The Company received leased heavy equipment on August 1, 2013, which was used to begin cleanup of the site to prepare it for the new construction. We ordered a pre-fabricated building on November 4, 2013 and took delivery of the building on March 21, 2014.
The Company accepted delivery of additional large heavy equipment on April 1, 2014. We have completed the initial grading of specific designated areas on the 40 undisturbed acres of land including clearing all vegetation, removing of all scrap metal, and the excavation of the building pad for the preparation of the new 21,875 square foot processing plant. With the additional large heavy equipment onsite, we have completed the removal of all the extra and unnecessary materials and old equipment that have accumulated on the land.
We installed approximately one mile of perimeter security fencing around the new building site and completed an electrical service line extension to power the RV park.
We contracted NV Energy to provide a new service line agreement to provide up to 4,000+ amps of power that will be required for our operations. Although electrical service to our property is currently in place, we have to construct a new on-site electrical substation to provide the necessary power to our new processing plant.
In April 2014 we purchased a complete Concrete Batch Plant, including four cement trucks. The Concrete Batch Plant was sold at auction in February 2016.
In August 2014 we purchased an extensive array of heavy-duty construction and milling equipment for use in the construction and operation of the Tonopah facility. The equipment was returned to the seller in August 2015. The Company anticipates leasing the equipment it will need to construct the facility when the permits are received. Management believed the risk of damage to the equipment left on the property was high.
There is a severe housing shortage in the Tonopah area. Any available lodging has become increasingly expensive. In order to efficiently continue the rapid growth and improvements upon the Tonopah property, the Company completed a newly constructed, landscaped 5-space RV park complete with laundry facilities. The RV park allows us to house our construction contractors and provide onsite housing for future employees at a significant cost savings. The RV park was designed to easily allow future upgrades and up to 10 additional spaces. The new water supply system provides individual water lines to each RV space.
Refocused Business Plan
The Company considered altering its strategy and establishing itself as a specialized mining house that can provide financing in exchange for metals streaming and royalty financing, and also to seek opportunities to acquire current income-producing metal streams and royalty contracts. The Company has undergone some changes in management and a refocus in its business plan. Management is delaying any plans for metals streaming and royalty. The Company is reexamining its next steps for developing a processing facility.
RESULTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2015 COMPARED TO THE YEAR ENDED DECEMBER 31, 2014.
Revenues
We had no revenues from operations for the years 2015 and 2014. Furthermore, we do not anticipate having any significant future revenues until we have sufficiently funded operations.
Operating Expenses
General and administrative expenses were $12,139,672 for 2015 as compared to $14,938,972 for 2014. Of the $12,139,672 in 2015, we recorded $10,608,577 of compensation expense related to options and warrants as compared to $12,798,786 of compensation expenses related to options in 2014. In 2015, compensation expenses as well as operating expenses increased due to the employment agreements the Company entered into with its key officers and the increase in preparation for building infrastructure through permits, research, agreements and construction. We anticipate that future compensation expenses will increase and that certain operating expenses will continue to increase for fiscal 2016 as we continue to build the infrastructure to proceed with custom processing tolling milling services and possible entrance into other properties.
| 18 |
Depreciation and amortization expenses were $3,387 for 2015 as compared to $17,613 for 2014. Impairment of Shea Mining and Milling assets and machinery and equipment were $34,023,742 for 2015 and $0 in 2014. In 2015 the Company reach settlement on certain lawsuits and accrued 907,750, no settlements were reached in 2014.
Other Income and Expenses
Interest Expense
Interest expense for 2015 was $311,606 compared to $183,804 in 2014. The 2015 and 2014 amounts relate primarily to the interest due on our notes payable: (i) the $2,500,000 secured, convertible promissory note issued to Pure Path on October 10, 2013 in accordance with the settlement agreement of same date. All prior debt was subsumed under this note, the outstanding of which was $2,229,187 plus accrued interest at 8% per annum on December 31, 2015; (ii) the short-term note payable; and (iii) the convertible notes issued in 2011 and 2012 and the $477,500 notes with Tina Gregerson Family Properties, LLC, an entity controlled by a director of the Company. We incurred a loss on extinguishment of debt of $809,675 on a vendor trade payable when we negotiated an exchange of construction equipment with a cost of $1,787,818 for debt of $928,130.
LIQUIDITY AND CAPITAL RESOURCES
Liquidity is a measure of an entity’s ability to secure enough cash to meet its contractual and operating needs as they arise. We have funded our operations and satisfied our capital requirements through advances from Pure Path and the exercise of common stock purchase warrants. We do not anticipate generating sufficient net positive cash flows from our operations to fund the next 12 months. We had a working capital deficit of $8,937,717 at December 31, 2015. Cash and cash equivalents were $1,747 at December 31, 2015, representing a decrease of $34,348 from the cash and cash equivalents of $36,095 at December 31, 2014.
We received payments from American Tower Corporation for a cellular tower located on our Tonopah property totaling $7,909 in 2015.
Our cash reserves will not be sufficient to meet our operational needs and thus, we need to raise additional capital to pay for our operational expenses and provide for capital expenditures. Our basic operational expenses are estimated at approximately $150,000 per month and we continue to have debt service commitments, which includes $2,229,187 (plus accrued interest) due to Pure Path and $175,000 (plus accrued interest) if none of the convertible note holders convert any portion of their notes payable. Above the basic operational expenses, we estimate that we need approximately $17,500,000 to complete our planned four circuit tolling operations. If we are not able to raise additional working capital, we may have to cease operations altogether.
For the years ended December 31, 2015 and 2014, we had net cash used in operating activities of $687,510 and $1,550,701 respectively.
For the years ended December 31, 2015 and 2014, we had net cash used in investing activities of $43,528 and 2,403,998, respectively. The amount in 2014 was due to the funds require to purchase equipment and make down payment on our first new building in Nevada.
For the years ended December 31, 2015 and 2014, we had net cash provided by financing activities of $696,690 and $3,847,695 respectively.
During 2015, we received $124,600 cash proceeds from the exercise of warrants to purchase common stock and $477,500 from proceeds from debt. During 2014, we received $3,790,195 in cash proceeds from the exercise of warrants to purchase common stock and $82,500 from proceeds from debt.
| 19 |
Summary
Our existing sources of liquidity will not provide cash to fund operations and make the required payments on our debt service for the next twelve months. Our ability to continue as a going concern is dependent entirely on raising funds through the sale of equity or debt. We will continue our attempt to raise additional capital. Some of the possibilities available to us are through private equity transactions, to develop a credit facility with a lender or the exercise of options and warrants. However, such additional capital may not be available to us at acceptable terms or at all. In the event that we are unable to obtain additional capital, we would be forced to cease operations altogether.
Off-Balance Sheet Arrangements
During the year ended December 31, 2015, we did not engage in any off balance sheet arrangements as defined in item 303(a)(4) of the SEC’s Regulation S-K.
ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Table of Contents
| 20 |
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of
Standard Metals Processing, Inc.
We have audited the accompanying consolidated balance sheets of Standard Metals Processing, Inc. (formerly Standard Gold Holdings, Inc.), and its subsidiaries (the “Company”) as of December 31, 2015 and 2014 and the related consolidated statements of operations, shareholders’ equity and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Standard Metals Processing, Inc. and its subsidiaries as of December 31, 2015 and 2014 and the results of their operations and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has suffered recurring losses from operations since inception and has a working capital deficiency both of which raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Turner, Stone & Company, LLP
Dallas, Texas
May 2, 2016
| F-1 |
STANDARD METALS PROCESSING, INC.
Consolidated Balance Sheets
| December 31, | December 31, | |||||||
| 2015 | 2014 | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash | $ | 1,747 | $ | 36,095 | ||||
| Prepaid expenses | 30,037 | 59,010 | ||||||
| Assets held for Sale | 68,500 | - | ||||||
| Total current assets | 100,284 | 95,105 | ||||||
| Shea Mining and Milling Assets | 2,108,300 | 35,159,427 | ||||||
| Property, plant and equipment: | ||||||||
| Machinery and equipment | 21,000 | 1,758,818 | ||||||
| Construction in progress | 1,775,224 | 1,778,532 | ||||||
| 1,796,224 | 3,537,350 | |||||||
| Accumulated depreciation | (21,000 | ) | (17,613 | ) | ||||
| Net property, plant and equipment | 1,775,224 | 3,519,737 | ||||||
| Total Assets | $ | 3,983,808 | $ | 38,774,269 | ||||
| Liabilities and Shareholders’ Equity (Deficit) | ||||||||
| Current liabilities: | ||||||||
| Senior secured convertible promissory note payable, related party | $ | 2,229,187 | $ | 2,174,597 | ||||
| Promissory notes payable - related party, net of debt discount of $11,577 | 465,923 | - | ||||||
| Convertible notes payable | 175,000 | 175,000 | ||||||
| Accrual for settlement of lawsuits | 2,658,000 | - | ||||||
| Due to Wits Basin Precious Minerals Inc. | 16,616 | 16,616 | ||||||
| Accounts payable | 2,053,376 | 2,154,512 | ||||||
| Accrued interest | 530,103 | 246,273 | ||||||
| Accrued expenses | 907,922 | 710,286 | ||||||
| Accounts payable to related party | 1,874 | 6,307 | ||||||
| Total current liabilities | 9,038,001 | 5,483,591 | ||||||
| Commitments and Contingencies (Note 13) | ||||||||
| 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, 2015 and December 31, 2014, respectively | 10,000,000 | 10,000,000 | ||||||
| Shareholders’ equity (deficit): | ||||||||
| Series B preferred stock, no shares issued and outstanding | - | - | ||||||
| Common stock, $0.001 par value, 500,000,000 shares authorized: 104,075,936 and 103,660,936 shares issued and outstanding at December 31, 2015 and December 31, 2014, respectively | 104,076 | 103,661 | ||||||
| Additional paid-in capital | 86,438,911 | 75,255,143 | ||||||
| Common stock issuable | 40,000 | - | ||||||
| Accumulated deficit | (101,637,180 | ) | (52,068,126 | ) | ||||
| Total shareholders’ equity (deficit) | (15,054,193 | ) | 23,290,678 | |||||
| Total Liabilities and Shareholders’ Equity (Deficit) | $ | 3,983,808 | $ | 38,774,269 | ||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-2 |
STANDARD METALS PROCESSING, INC.
Consolidated Statements of Operations
| Years ended | ||||||||
| December 31, 2015 | December 31, 2014 | |||||||
| Revenues | $ | - | $ | - | ||||
| Operating expenses: | ||||||||
| General and administrative | 12,139,672 | 14,938,972 | ||||||
| Impairment of Shea Mining and Milling assets | 33,051,127 | - | ||||||
| Impairment of Machinery and Equipment | 1,023,742 | - | ||||||
| Depreciation and amortization | 3,387 | 17,613 | ||||||
| Settlement on legal actions | 2,658,750 | - | ||||||
| Total operating expenses | 48,876,678 | 14,956,585 | ||||||
| Loss from operations | (48,876,678 | ) | (14,956,585 | ) | ||||
| Other income (expense): | ||||||||
| Other income | 7,909 | 6,470 | ||||||
| Loss on settlement of debt | (150,000 | ) | (1,106,487 | ) | ||||
| Interest expense | (311,606 | ) | (183,804 | ) | ||||
| Amortization of debt discount | (238,679 | ) | - | |||||
| Total other income (expense) | (692,376 | ) | (1,283,821 | ) | ||||
| Loss before income tax provision | (49,569,054 | ) | (16,240,406 | ) | ||||
| Income tax provision | - | - | ||||||
| Net loss | $ | (49,569,054 | ) | $ | (16,240,406 | ) | ||
| Basic net loss per common share | $ | (0.48 | ) | $ | (0.16 | ) | ||
| Basic weighted average common shares outstanding | 103,879,347 | 99,090,384 | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-3 |
STANDARD METALS PROCESSING, INC.
Consolidated Statements of Shareholders' Equity (Deficit)
| Additional | Common | |||||||||||||||||||||||||||||||
| Preferred Stock | Common stock | paid-in | Stock | Accumulated | ||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | capital | Issuable | deficit | Total | |||||||||||||||||||||||||
| BALANCE, December 31, 2013 | - | $ | - | 91,266,411 | $ | 91,266 | $ | 56,114,271 | $ | (35,827,720 | ) | $ | 20,377,817 | |||||||||||||||||||
| Stock issued for conversion of convertible debt | 237,118 | 237 | 118,325 | - | 118,562 | |||||||||||||||||||||||||||
| Stock issued for the exercise of common stock warrants and options | 7,307,227 | 7,308 | 3,930,355 | - | 3,937,663 | |||||||||||||||||||||||||||
| Stock issued for the settlement of accounts payable and accrued expense | 2,100,180 | 2,100 | 2,296,156 | - | 2,298,256 | |||||||||||||||||||||||||||
| Options issued for compensation | 8,206,286 | - | 8,206,286 | |||||||||||||||||||||||||||||
| Stock issued for compensation | 2,750,000 | 2,750 | 4,589,750 | - | 4,592,500 | |||||||||||||||||||||||||||
| Net loss | - | - | - | (16,240,406 | ) | (16,240,406 | ) | |||||||||||||||||||||||||
| BALANCE, at December 31, 2014 | - | $ | - | 103,660,936 | $ | 103,661 | $ | 75,255,143 | $ | (52,068,126 | ) | $ | 23,290,678 | |||||||||||||||||||
| Warrants issued for granting of terms from accounts payable | - | 250,256 | - | 250,256 | ||||||||||||||||||||||||||||
| Stock issued for the exercise of common stock warrants and options | 100,000 | 140 | 124,460 | - | 124,600 | |||||||||||||||||||||||||||
| Cash received on Common stock issuable | 40,000 | 40,000 | ||||||||||||||||||||||||||||||
| Stock issued for the settlement of accounts payable and accrued expense | 250,000 | 250 | 199,750 | - | 200,000 | |||||||||||||||||||||||||||
| Stock options issued for compensation | - | - | 10,608,577 | - | 10,608,577 | |||||||||||||||||||||||||||
| Stock issued in settlement of lawsuit | 25,000 | 25 | 725 | 750 | ||||||||||||||||||||||||||||
| Net loss | - | - | - | (49,569,054 | ) | (49,569,054 | ) | |||||||||||||||||||||||||
| BALANCE, at December 31, 2015 | - | $ | - | 104,035,936 | $ | 104,076 | $ | 86,438,911 | $ | 40,000 | $ | (101,637,180 | ) | $ | (101,637,180 | ) | ||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-4 |
STANDARD METALS PROCESSING, INC.
Consolidated Statements of Cash Flows
| For the years ended | ||||||||
| December 31, 2015 | December 31, 2014 | |||||||
| OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | (49,569,054 | ) | $ | (16,240,406 | ) | ||
| Adjustments to reconcile net loss to cash flows used in operating activities: | ||||||||
| Depreciation and amortization | 3,387 | 17,613 | ||||||
| Amortization of debt issuance costs | 238,679 | - | ||||||
| Compensation expense related to issuance of common stock, warrants and stock option grants | 10,608,577 | 12,798,786 | ||||||
| Impairment of Shea Mining and Milling assets | 33,051,127 | - | ||||||
| Impairment on machinery & equipment | 1,023,742 | - | ||||||
| Loss on settlement of debt | 150,000 | 1,106,487 | ||||||
| Settlement of lawsuits | 2,658,750 | - | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses | 28,973 | (54,010 | ) | |||||
| Accounts payable | 641,276 | 795,469 | ||||||
| Accrued expenses | 481,466 | 19,053 | ||||||
| Accounts payable related party | (4,433 | ) | 6,307 | |||||
| Net cash used in operating activities | (687,510 | ) | (1,550,701 | ) | ||||
| INVESTING ACTIVITIES: | ||||||||
| Purchases of equipment | - | (1,671,945 | ) | |||||
| Payment for construction in progress | (43,528 | ) | (732,053 | ) | ||||
| Net cash used in investing activities | (43,528 | ) | (2,403,998 | ) | ||||
| FINANCING ACTIVITIES: | ||||||||
| Repayment of short term note principal | - | (25,000 | ) | |||||
| Cash proceeds from issuance of common stock, warrants and exercise of stock options and warrants, net | 124,600 | 3,790,195 | ||||||
| Cash received on common stock issuable | 40,000 | - | ||||||
| Cash proceeds from Senior secured convertible notes payable - related party | 54,590 | 82,500 | ||||||
| Proceeds from Promissory Notes Payable - related party | 477,500 | - | ||||||
| Net cash provided by financing activities | 696,690 | 3,847,695 | ||||||
| DECREASE IN CASH AND CASH EQUIVALENTS | (34,348 | ) | (107,004 | ) | ||||
| CASH AND CASH EQUIVALENTS, beginning of year | 36,095 | 143,099 | ||||||
| CASH AND CASH EQUIVALENTS, end of year | $ | 1,747 | $ | 36,095 | ||||
| Supplemental Disclosure of Non-Cash Investing and Financing Activities: | ||||||||
| Cash paid for interest cost | $ | 27,776 | - | |||||
| Income taxes paid | - | - | ||||||
| Supplemental cash flow disclosures | ||||||||
| Convertible promissory notes and accrued interest converted into common stock | - | $ | 118,559 | |||||
| Construction in progress and equipment purchase unpaid | $ | 235,731 | $ | 1,044,004 | ||||
| Warrants issued in connection with debt | $ | 250,256 | - | |||||
| Accounts payable settled through issuance of common stock | $ | 200,000 | ||||||
| Plant property and equipment used to settle accounts payable | $ | 928,143 | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-5 |
STANDARD METALS PROCESSING, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2015 and 2014
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 –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, 2015, the Company incurred losses from operations of $49,569,054. At December 31, 2015, the Company had an accumulated deficit of $101,637,180 and a working capital deficit of $8,937,717. These circumstances raise substantial doubt about the Company’s ability to continue as a going concern. 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 year ended December 31, 2015, the Company received net cash proceeds of $696,690 from the exercise of warrants and loans from related parties. 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.
| F-6 |
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. All significant intercompany transactions, accounts and balances have been eliminated in consolidation.
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
The Company recorded the fair value of the Shea Mining and Milling assets as an aggregate amount on the consolidated balance sheets. The assets include the mine tailings and dumps, the land, water rights and the milling facility (the buildings and equipment), net of impairment. None of the assets have been put into production, nor has the Company performed any repair or updates to any of the equipment and some updates buildings. As such, the Company will continue to 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 | 2-7 | |||
| 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.
| F-7 |
Long-Lived Assets
The Company 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. During the year ended December 31, 2015 the Company had an impairment charge of $34,074,869, see Note 3. There were no impairment charges during the year ended December 31, 2014.
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.
Revenue Recognition and Deferred Revenue
As of December 31, 2015, we have recorded no revenues from custom permitted processing toll milling.
Off Balance Sheet Arrangements
As of December 31, 2015, 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.
| F-8 |
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, 2015 and 2014. 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 value of the Company’s common stock at the date of the agreement. The Company’s accounting policy for employee stock compensation follows the provision of Accounting Standards Codification (ASC) Topic 718-10 “Compensation – Stock Compensation.”
The Company’s accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of Accounting Standards Codification (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, 2015 and through April 29, 2016, 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.
NOTE 3 – 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 Company has not processed any of these tailings and has no intention to do so in the near future.
| F-9 |
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 Company has not disturbed, moved or processed any of this material and currently has no intention to do so.
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 |
| F-10 |
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 the 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.
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.
Management analyzed the Shea Mining and Milling assets and determined that the Tonopah mine tailings of $24,888,252, Tonopah dormant milling facility of $8,062,875 and Manhattan mine dumps of $100,000 were fully impaired and recorded an impairment of $33,051,127 and reduced the net carrying value of the Miller’s Landing assets to $2,108,300.
The Company does not conduct any mining activity.
NOTE 4 – ASSET HELD FOR SALE
During the year ended December 31, 2015 the Company determined that certain equipment with a historic cost of $2,020,415 had a fair value of $996,643 and was no longer required. The Company evaluated this event using the guidance provided by ASC 360-10 “Property, Plant and Equipment – Impairment or disposal of long-life assets” and concluded an impairment of machinery and equipment of $1,023,772. The Company negotiated with the Vendor to accept such certain equipment held for sale in full settlement of the Vendor’s Long-Term Trade Payable, see Note 6. On February 23, 2016 an auction was held in which $222,597 of other equipment was sold for $56,500. The proceeds from this sale were paid to a former employee for past compensation.
NOTE 5 – PROPERTY, PLANT AND EQUIPMENT
The Company has made some preparations including grading the land, installing fences and drilling various wells for future operations. The Company plans to resume preparing the Tonopah property site for the construction of a permitted custom processing toll milling facility and will work with contractors for our 21,875 square foot building and servicing the various wells.
| F-11 |
Components of our property, plant and equipment are as follows:
| December 31, | ||||||||
| 2015 | 2014 | |||||||
| Equipment | $ | 21,000 | $ | 1,758,818 | ||||
| Construction in Progress | 1,775,224 | 1,778,532 | ||||||
| Less accumulated depreciation | (21,000 | ) | (17,613 | ) | ||||
| $ | 1,775,224 | $ | 3,519,737 | |||||
NOTE 6 – LONG-TERM TRADE PAYABLE
The following table summarizes the Company’s long-term trade payable:
| December 31, | December 31, | |||||||
| 2015 | 2014 | |||||||
| Vendor agreement dated March 12, 2015 with monthly payments of $50,000 and zero interest | $ | 928,143 | $ | - | ||||
| Less debt discount | (- | ) | - | |||||
| 928,143 | - | |||||||
| Less extinguishment of debt | (928,143 | ) | - | |||||
| Totals | $ | - | $ | - | ||||
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. During the year end December 31, 2015 the Company negotiated with the Vendor to accept certain equipment held for sale in full settlement of the vendors Long-Term Trade Payable. On February 23, 2016 an auction was held in which $222,597 of other equipment was sold for $56,500. The proceeds from this sale were paid to a former employee for past compensation.
NOTE 7 – PROMISSORY NOTES PAYABLE - RELATED PARTY
The following table summarizes the Company’s notes payable related party:
| December 31, | December 31, | |||||||
| 2015 | 2014 | |||||||
| Promissory note issued on February 11, 2015, in the principal amount of up to $750,000 with tranches received as follows: $200,000 on February 11, 2015 and $48,000 on February 13, 2015; $50,000 on April 13, 2015; on July 31, 2015 $150,000; on October 20, 2015 $2,500; on October 29, 2015 $12,000; on November 4, 2015 $15,000 the note has a stated interest rate of 8%; with a maturity of 1 year from the date of the tranche. | $ | 477,500 | $ | - | ||||
| Less discount | (11,577 | ) | - | |||||
| Totals | $ | 465,923 | $ | - | ||||
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 and interim CEO of the Company. The Note for up to $750,000, is to 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. The Company then analyzed the warrant under ASC 470-20-25 Debt with conversion and other options for consideration of a warrants issue. The Company recorded a discount based on the relative fair value of the warrants of $138,880. The Company valued the warrants using the Black-Scholes option pricing model with the following assumptions: stock price on the measurement date of $1.25; warrant term of 7 years; expected volatility of 291%; and discount rate of 1.83% and accounted for them as debt discount, which will be amortized over the term of the note.
| F-12 |
NOTE 8 –NOTES PAYABLE
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. (see Note 7 Related Party transactions).
The following table summarizes the Company’s remaining convertible promissory notes (convertible into common stock):
| December 31, | ||||||||
| 2015 | 2014 | |||||||
| 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 Notes are past due and original terms apply in the default period. | $ | 175,000 | $ | 275,000 | ||||
| Debt converted into shares of restricted common stock | (100,000 | ) | ||||||
| $ | 175,000 | $ | 175,000 | |||||
A holder of a convertible promissory note dated January 26, 2011 converted the entirety of the note consisting of $100,000 of principal and $18,559 of interest on February 28, 2014 into 237,118 shares of the Company’s common stock.
NOTE 9 – SHAREHOLDERS’ EQUITY
Preferred Stock
Simultaneous with the Shea Exchange Agreement, Wits Basin exchanged 19,713,544 shares of our common stock it held for 10,000,000 shares ($.001 par value each) of “Series A Preferred Stock” with an original issue price of $1.00 per share. The Company is in negotiations with Wits to exchange these preferred shares for shares of common stock.
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 OTCQB 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.
| F-13 |
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.
On April 11, 2016, the Board of Directors retired and cancelled the Series B Preferred Stock. As of that date, no shares of Series B Preferred Stock had been issued and no shares are able to be issued in the future.
| F-14 |
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.
Restricted Stock Sale
The Company sold four million shares of restricted common stock to an accredited investor on December 21, 2015. The shares were sold at fair market value at a per share price of $0.013, the closing sale price on the date of the sale. The Company received $40,000 for the sale on December 21, 2015. Due to the holidays, the actual issuance of the certificate was delayed until January 26, 2016.
Conversion of Unsecured Note
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.
Debt Settlements
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%.
On July 31, 2015 the Company issued 250,000 shares of restricted common stock in exchange for $50,000 of outstanding debt. The shares were issued under the Section 4(a)(2) exemption from registration.
| F-15 |
The Company recorded non-cash loss on settlement of debt of $0 and $1,106,487 for the years ended December 31, 2015 and 2014, respectively.
Stock Warrants
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.
During the first quarter of 2015, 100,000 warrants were exercised at a per share price of $0.89 for a total of $89,000. During the second quarter of 2015, 40,000 warrants were exercised at a per share price of $0.89 for a total of $35,600.
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, $48,000 on February 13, 2015 and $50,000 on April 13, 2015, $150,000 on July 31, 2015, $2,500 on October 20, 2015, $12,000 on October 29, 2015 and $15,000 on November 4, 2015.
Under the terms of the Pure Path Note, the Company received $54,590 on February 4, 2015.
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.
| F-16 |
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.
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.
| F-17 |
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 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 January 16, 2015 the Company’s Chief Operating Officer 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 executed an addendum to the Chief Operating Officer’s employment 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. The 7,000,000 options vest in full on grant. The Company and the Chief Operating Officer came to a mutual agreement to terminate this agreement on September 30, 2015. All unvested options are now cancelled, the Company evaluated the transaction using ASC 718-10-35 “Compensation – Stock Compensating” and recorded a reduction in stock compensation cost of $173,252.
On April 24, 2015 the Company entered into an employment agreement with Mr. John Ryan to serve as the Company’s president. Pursuant to the employment agreement, the Company granted Mr. Ryan 2,500,000 options under the 2014 Plan with an exercise price of $0.92 per share for a term of three years to Mr. John Ryan its new President. The options shall vest and become exercisable as follows: (i) 100,000 vested on the Date of Grant; (ii) 150,000 vested on July 24, 2015, (iii) 250,000 shall vest on each of the following dates: October 24, 2015, January 24, 2016 and April 24, 2016, (iv) 750,000 shall vest on achievement of certain performance objectives of tonnage and gold ore concentrate (v) 750,000 shall vest on achievement of certain performance objectives based on earnings before interest, taxes, depreciation and amortization. See the Form 8-K filed with the Commission on April 28, 2015. The Company and Mr. Ryan came to a mutual agreement to terminate this agreement on October 22, 2015. All unvested options are cancelled, the Company evaluated the transaction using ASC 718-10-35 “Compensation – Stock Compensating” and recorded a reduction in stock compensation cost of $477,918.
| F-18 |
On June 4, 2015 the Company entered into an employment agreement with Mr. Thomas Loucks to serve as the Company’s Vice President of Corporate Development. Pursuant to the employment agreement, the Company granted Mr. Loucks 2,500,000 options under the 2014 Plan with an exercise price of $0.90 per share for a term of three years. The options shall vest and become exercisable as follows: (i) 500,000 shall vest on the Date of Grant; (ii) 500,000 shall vest on each of the following dates: December 4, 2015, June 4, 2016, December 4, 2016 and June 4, 2017. The Company and Mr. Loucks came to a mutual agreement to terminate this agreement on October 22, 2015. All unvested options are cancelled, the Company evaluated the transaction using ASC 718-10-35 “Compensation – Stock Compensating” and recorded a reduction in stock compensation cost of $620,014.
On June 11, 2015 the Company entered into an employment agreement with Mr. Bobby Cooper to serve as the Company’s Managing Director. Pursuant to the employment agreement, the Company granted Mr. Cooper 2,500,000 options under the 2014 Plan with an exercise price of $0.80 per share for a term of three years. The options shall vest and become exercisable as follows: (i) 500,000 shall vest on the Date of Grant; (ii) 500,000 shall vest on each of the following dates: December 11, 2015, June 11, 2016, December 11, 2016 and June 11, 2017. The Company and Mr. Cooper came to a mutual agreement to terminate this agreement on October 22, 2015. All unvested options are cancelled, the Company evaluated the transaction using ASC 718-10-35 “Compensation – Stock Compensating” and recorded a reduction in stock compensation cost of $554,620.
On July 21, 2015 the Company agreed to reprice 750,000 options of an officer and director June 18, 2014 with an original exercise price of $1.67 to $0.75 exercise price. The accounting effect of this resolution is to cancel the previous options and reissue new options with the new exercise price of $0.75 which vested immediately as all other option terms remained the same.
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 2015 and 2014, 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:
| 2015 | 2014 | |||||||
| Risk-free interest rate | .084% - 2.08 | % | 2.21 | % | ||||
| Expected volatility factor | 185% - 305 | % | 75 | % | ||||
| Expected dividend | — | — | ||||||
| Expected option term | 3 to 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.
| F-19 |
The Company recorded $10,608,577 and $12,798,786 related to compensation expense for the years ended December 31, 2015 and 2014, 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 $0.10 and $0.13 per share impact on the loss per share for the years ended December 31, 2015 and 2014, respectively. As of December 31, 2015, there was $0 in unrecognized compensation expense.
The following tables summarize information about the Company’s stock options:
| Number of Options | Weighted Average Exercise Price | |||||||
| 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 | ) | 0.60 | |||||
| Options outstanding - December 31, 2014 | 34,131,842 | $ | 0.99 | |||||
| Granted | 17,500,000 | 0.90 | ||||||
| Forfeited, canceled or expired | (16,555,619 | ) | 0.92 | |||||
| Exercised | - | - | ||||||
| Options outstanding – December 31, 2015 | 35,076,223 | $ | 0.90 | |||||
| Weighted average fair value of options granted during the year ended December 31, 2015 | $ | 0.90 | ||||||
| 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, 2015, and changes during the year ended December 31, 2015, is presented below:
| Options | Weighted Average Grant Date Fair Value | |||||||
| Non-vested, beginning of period | 5,250,000 | $ | 0.24 | |||||
| Granted | 17,500,000 | $ | 0.90 | |||||
| Vested | (5,044,531 | ) | $ | 0.90 | ||||
| Forfeited | (16,555,619 | ) | $ | 0.92 | ||||
| Non-vested, end of period | 1,149,850 | $ | 0.90 | |||||
The following tables summarize information about stock options outstanding and exercisable at December 31, 2015:
| Options Outstanding at December 31, 2015 | ||||||||||||||
| Range of Exercise Prices | Number Outstanding | Weighted Remaining Contractual Life | Weighted Average Exercise Price | Aggregate Intrinsic Value(1) | ||||||||||
| $0.40 to $0.60 | 5,276,223 | 4.9 years | $ | 0.49 | $ | - | ||||||||
| $0.61 to $1.00 | 12,300,000 | 4.3 years | $ | 0.71 | $ | - | ||||||||
| $1.01 to $1.50 | 14,500,000 | 4.8 years | $ | 1.25 | $ | - | ||||||||
| $1.51 to $2.25 | 3,000,000 | 5.3 years | $ | 1.63 | $ | - | ||||||||
| $0.40 to $2.25 | 35,076,223 | 4.7 years | $ | 0.98 | $ | - | ||||||||
| F-20 |
| Options Exercisable at December 31, 2015 | ||||||||||||||
| Range of Exercise Prices | Number Exercisable | Weighted Remaining Contractual Life | Weighted Average Exercise Price | Aggregate Intrinsic Value(1) | ||||||||||
| $0.40 to $0.60 | 5,276,223 | 4.9 years | $ | 0.46 | $ | - | ||||||||
| $0.61 to $1.00 | 11,150,150 | 4.4 years | $ | 0.69 | $ | - | ||||||||
| $1.01 to $1.50 | 14,500,000 | 4.8 years | $ | 1.25 | $ | - | ||||||||
| $1.51 to $2.25 | 3,000,000 | 5.3 years | $ | 1.63 | $ | - | ||||||||
| $0.40 to $2.25 | 33,926,373 | 4.7 years | $ | 0.98 | $ | - | ||||||||
| (1) | The aggregate intrinsic value in the table represents the difference between the closing stock price on December 31, 2015 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, 2015. No options were exercised during 2015. |
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.
On March 2, 2015, 100,000 warrants to purchase common stock were exercised at a per share price of $0.89 for a total of $89,000.
On April 23, 2015, 40,000 warrants to purchase common stock were exercised at a per share price of $0.89 for a total of $35,600.
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.
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, 2015 and 2014:
| Number | Weighted Average Exercise Price | Range of Exercise Price | Weighted Remaining Contractual Life | |||||||||||
| Outstanding at December 31, 2013 | 13,989,207 | $ | 0.67 | $ 0.20 – 1.00 | 3.3 years | |||||||||
| Granted | 150,000 | $ | 2.00 | $ | 2.00 | |||||||||
| Cancelled or expired | (1,630,000 | ) | 1.00 | $ | 1.00 | |||||||||
| 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 | |||||||||
| Granted | 400,000 | $ | 1.24 | $ 1.23 – 1.25 | ||||||||||
| Cancelled or expired | (728,340 | ) | 0.50 | $ | 0.50 | |||||||||
| Exercised | (140,000 | ) | $ | 0.89 | $ 0.25 – 0.89 | |||||||||
| Outstanding at December 31, 2015 | 5,015,640 | $ | 0.88 | $ 0.20 – 2.00 | 4.4years | |||||||||
| Warrants exercisable at December 31, 2015 | 5,015,640 | |||||||||||||
| F-21 |
The aggregate intrinsic value of the 5,165,640 outstanding and exercisable warrants at December 31, 2015 was $0. The intrinsic value is the difference between the closing stock price on December 31, 2015 and the exercise price, multiplied by the number of in-the-money warrants had all warrant holders exercised their warrants on December 31, 2015.
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, 2014.
NOTE 10 – LEGAL MATTERS
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. On November 23, 2015, the parties executed a Settlement Agreement wherein the Company would pay or cause to be paid $130,000 to Midwest and issued 25,000 shares of restricted common stock to Blair Mielke. Additionally, the Company cooperated with Midwest to transfer a number of shares of stock owned by Midwest to Midwest’s investors. The remaining shares of stock owned by Midwest are subject to a lock up, leak out agreement. This settlement agreement settles both this action and the Blair Mielke action listed below.
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.
| F-22 |
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. On March 26, 2015, the court entered an order dismissing this case without prejudice for lack of personal jurisdiction.
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 January 16, 2015, Standard Metals filed a 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. On March 23, 2015, the Court issued an Order denying Standard Metals’ Motion for Summary Judgment. On March 30, 2015, Flechner filed a Motion to Lift the Stay. On March 31, 2015, the Court issued an Order granting Flechner’s Motion to Lift the Stay. On April 6, 2015, the Court issued an Order scheduling a Bench Trial for July 29, 2015. On April 9, 2015, Flechner filed a Motion for Reconsideration of the Court’s March 23, 2015 Order Denying Flechner’s Motion to Enforce the Confidential Settlement Agreement to Settle Certain Issues. On May 1, 2015, the Court issued an Order Granting Flechner’s Motion to Enforce the Confidential Settlement Agreement to Settle Certain Issues. Standard Metals Processing, Inc. intends to continue to vigorously defend against claims by Steven E. Flechner. On August 12, 2015 the United Stated District Court for the District of Colorado issued a judgment in favor of Stephen E. Flechner for $2,157,000. An amended final judgment was ordered in adjudication of the Complaint by the U.S. District Court for the District of Colorado (the “Court”) on August 28, 2015 in favor of Flechner in the amount of $2,157,000, plus interest through the date of judgment of $235,246, plus interest of $472.76/day from August 28, 2015 until paid in full. The Company, in good faith anticipation of a settlement did not appeal the judgment and therefore, the Company’s notice of appeal was dismissed on November 17, 2015. This judgment is now non-appealable. The Company and Flechner entered into a Settlement Agreement on November 24, 2015, wherein Flechner will receive $450,000 in cash payment and $250,000 in installment payments. As of the date of this filing, the Company has not yet made a payment and has recorded an Accrual in the amount of judgment.
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.
| F-23 |
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. The Company and Wits Basin executed a Settlement Agreement on January 22, 2016. Pursuant to the terms of the Settlement Agreement, the Company issued 630,000 warrants to purchase common stock at an exercise price of $0.70 and 630,000 warrants at an exercise price of $0.30 to investors of Wits Basin. The warrants are exercisable until December 31, 2018. The Company will also pay $14,665 in plaintiffs’ legal fees. As of the date of this filing, $7,350 of the attorneys’ fees have been paid and all warrants have been issued. The Company then analyzed the warrant under ASC 470-20-25 Debt with conversion and other options for consideration of a warrants issue. The Company recorded as Accrual for the settlement of lawsuit based on the relative fair value of the warrants of $62,335. The Company valued the warrants using the Black-Scholes option pricing model with the following assumptions: stock price on the measurement date of $0.06; warrant term of 3 years; expected volatility of 206%; and discount rate of 1.11%.
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 Eighth 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 theUnited States District Court for the District of Nevada (Las Vegas) . On October 30, 2014, Standard Metals filed a First Motion to Dismiss. On April 24, 2015, the Court entered an Order granting Standard Metals’ First Motion to Dismiss as to Mielke’s claim for specific performance and denying Standard Metals’ Motion as to all other claims. On May 5, 2015, Standard Metals filed its Answer and Counterclaims. On May 28, 2015, Mielke filed his Motion to Dismiss or, in the Alternative, for Summary Judgment. On June 11, 2015, Standard Metals filed its Response to Mielke’s Motion. Standard Metals Processing, Inc. intends to continue to vigorously defend against the remaining claims by Blair Mielke. This case was settled in the same settlement agreement as the Midwest action executed November 23, 2015.
NOTE 11 – 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, she currently serves as the Chief Executive Officer, Chairwoman of the Board and Secretary. 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, $48,000 on February 13, 2015, $50,000 on April 13, 2015, $150,000 on July 31, 2015, $2,500 on October 20, 2015, $12,000 on October 29, 2015 and $15,000 on November 4, 2015.
| F-24 |
Pure Path Management Company, LLC
Pure Path Management Company, LLC (“Pure Path”) is currently the beneficial owner of 20.69% of the Company’s outstanding common stock. 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 $54,590 on February 4, 2015.
On April 11, 2016, the Company and Pure Path executed an addendum removing Pure Path’s ability to convert its note into shares of Series B Preferred Stock.
Subsequently, the Company retired and cancelled the entire class of Series B Preferred Stock, such class is no longer available for issuance.
NOTE 12 - INCOME TAXES
The components of income tax expense for the years ended December 31, 2015 and 2014 consist of the following:
| 2015 | 2014 | |||||||
| Current tax provision | $ | — | $ | — | ||||
| Deferred tax benefit | (16,853,000 | ) | (5,519,000 | ) | ||||
| Valuation allowance | 16,853,000 | 5,519,000 | ||||||
| Total income tax provision | $ | — | $ | — | ||||
Reconciliations between the statutory rate and the effective tax rate for the years ended December 31, 2015 and 2014 consist as follows:
| 2015 | 2014 | |||||||
| Federal statutory tax rate | (34.0 | )% | (34.0 | )% | ||||
| State taxes, net of federal benefit | 0 | % | 0 | % | ||||
| Permanent differences | — | — | % | |||||
| Expiration of Stock Options | — | — | % | |||||
| Other | — | — | % | |||||
| Valuation allowance | 34 | % | 34 | % | ||||
| Effective tax rate | — | — | ||||||
| F-25 |
Significant components of the Company's estimated deferred tax assets and liabilities as of December 31, 2015 and 2014 are as follows:
| 2015 | 2014 | |||||||
| Deferred tax assets: | ||||||||
| Net operating loss carryforwards | $ | 10,978,000 | $ | 9,093,000 | ||||
| Impairment of assets | 11,310,000 | - | ||||||
| Stock based compensation | 3,607,000 | - | ||||||
| Loss on settlement of debt | 51,000 | - | ||||||
| Total deferred tax asset | 25,946,000 | 9,093,000 | ||||||
| Valuation allowance | (25,946,000 | ) | (9,093,000 | ) | ||||
| $ | - | $ | - | |||||
As of December 31, 2015, we had approximately $32,290,000 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.
As of December 31, 2015, we do not believe any of our net operating loss carry forward consists of deductions generated by the exercise of warrants or options to purchase our stock. In the future, the stock options referenced in the above table of deferred tax items may be exercised and we may receive a tax deduction. To the extent that the tax deduction is included in a net operating loss carry forward and is in excess of amounts recognized for book purposes, no benefit will be recognized until the loss carry forward is recognized. Upon utilization and realization of the carry forward, the corresponding change in the deferred asset and valuation allowance will be recorded as additional paid-in capital.
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 increased by $16,853,000 in the year ended December 31, 2015.
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 2011 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.
NOTE 13 – 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, 2015 and 2014, the weighted average shares from stock options of 35,076,223 and 35,604,540, respectively and warrants of 5,165,640 and 9,654,908, 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.
NOTE 14 – 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 $25,000 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 vested on June 1, 2014, and 1,500,000 vested 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. Effective April 1, 2015, Ms. Ullman and the Company agreed to suspend her compensation.
| F-26 |
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. Mr. Geiges tendered his resignation on October 19, 2015.
On January 16, 2015 the Company entered into an employment agreement with Jonathan Spier to serve as Chief Operating Officer of 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. Mr. Spier tendered his resignation on September 30, 2015. All unvested options are cancelled.
On April 24, 2015 the Company entered into an employment agreement with Mr. John Ryan to serve as the Company’s president. Pursuant to the employment agreement, the Company granted Mr. Ryan 2,500,000 options under the 2014 Plan with an exercise price of $0.92 per share for a term of three years to Mr. John Ryan its new President. The options shall vest and become exercisable as follows: (i) 100,000 vested on the Date of Grant; (ii) 150,000 vested on July 24, 2015, (iii) 250,000 shall vest on each of the following dates: October 24, 2015, January 24, 2016 and April 24, 2016, (iv) 750,000 shall vest on achievement of certain performance objectives of tonnage and gold ore concentrate (v) 750,000 shall vest on achievement of certain performance objectives based on earnings before interest, taxes, depreciation and amortization. See the Form 8-K filed with the Commission on April 28, 2015. The Company and Mr. Ryan came to a mutual agreement to terminate this agreement on October 22, 2015. All unvested options are cancelled.
On June 4, 2015 the Company entered into an employment agreement with Mr. Thomas Loucks to serve as the Company’s Vice President of Corporate Development. Pursuant to the employment agreement, the Company granted Mr. Loucks 2,500,000 options under the 2014 Plan with an exercise price of $0.90 per share for a term of three years to Mr. Thomas Loucks its new Vice President. The options shall vest and become exercisable as follows: (i) Five Hundred Thousand (500,000) shall vest on the Date of Grant; (ii) Five Hundred Thousand (500,000) shall vest December 4, 2015; (iii) Five Hundred Thousand (500,000) shall vest June 4, 2016; (iv) Five Hundred Thousand (500,000) shall vest December 4, 2016; and (v) Five Hundred Thousand (500,000) shall vest June 4, 2016. See the Form 8-K filed with the Commission on June 9, 2015. The Company and Mr. Loucks came to a mutual agreement to terminate this agreement on October 22, 2015. All unvested options are cancelled
On June 11, 2015 the Company entered into an employment agreement with Mr. Bobby E. Cooper to serve as the Company’s Managing Director, Metals and Mining. Pursuant to the employment agreement, the Company granted Mr. Cooper 2,500,000 options under the 2014 Plan with an exercise price of $0.80 per share for a term of three years to Mr. Bobby E. Cooper. The options shall vest and become exercisable as follows: (i) Five Hundred Thousand (500,000) shall vest on the Date of Grant; (ii) Five Hundred Thousand (500,000) shall vest December 11, 2015; (iii) Five Hundred Thousand (500,000) shall vest June 11, 2016; (iv) Five Hundred Thousand (500,000) shall vest December 11, 2016; and (v) Five Hundred Thousand (500,000) shall vest June 11, 2016. See the Form 8-K filed with the Commission on June 16, 2015. The Company and Mr. Cooper came to a mutual agreement to terminate this agreement on October 22, 2015. All unvested options are cancelled
NOTE 15 – SUBSEQUENT EVENTS
Promissory Notes
The Company issued a $55,000 convertible promissory note on February 2, 2016 that was funded January 22, 2016, the interest rate accrues at a rate 8% per annum and is convertible at $0.021 per share based on the ninety day VWAP ending on the date of funding.
The Company issued a $30,000 convertible promissory note on March 17, 2016. Interest rate accrues at a rate 8% per annum and the note is convertible at $0.05 per share based on the ninety day VWAP ending on the date of funding.
| F-27 |
The Company issued a $75,000 convertible promissory note on March 29, 2016. Interest rate accrues at a rate 8% per annum and the note is convertible at $0.05 per share based on a fifty percent discount to the closing sale price on the last trading day immediately preceding the issue date.
Preferred Stock
On April 11, 2016 the Company and Pure Path Capital Management LLC, a related party, Path executed an addendum removing Pure Path’s ability to convert its note into shares of Series B Preferred Stock. Subsequently, the Company retired and cancelled the entire class of Series B Preferred Stock, which was never issued or outstanding and such class is no longer available for issuance.
Settlement of lawsuit
On January 15, 2016 the Company reached a settlement agreement with Wits Basin Precious Minerals, Inc., Lee Levine, Michael Lepore, Mark McLain, Morton Waldman, Allan Staller, Thomas McAdam, Arthur Brown, DJ Sikka, and Bryan Reichel in which the Company will issue 630,000 warrants which expire date on December 31, 2018 and with an exercise price of $0.30 per warrant share, 630,000 warrants which expired date on December 31, 2018 and with an exercise price of $0.70 per warrant share and agreed to pay legal fees of $14,665.
Sale of Assets held for sale
On February 23, 2016 an auction was held in which $222,597 equipment was sold for $56,500. The proceeds from this sale were paid to a former employee for past compensation.
| F-28 |
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in our reports filed pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosures. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance the objectives of the control system are met.
Under the supervision of, and the participation of, our management, including our Chief Executive Officer and Chief Financial Officer, we have conducted an evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this Annual Report on Form 10-K to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and is accumulated and communicated to our management as appropriate to allow timely decisions regarding required disclosure. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the design and operation of our disclosure controls and procedures were not effective as of December 31, 2015, because of the identification of the material weaknesses in internal control over financial reporting described below. Notwithstanding the material weaknesses that existed as of December 31, 2015, our Chief Executive Officer and Chief Financial Officer have each concluded that the consolidated financial statements included in this Annual Report on Form 10-K present fairly, in all material respects, the financial position, results of operations and cash flows of the Company and its subsidiaries in conformity with accounting principles generally accepted in the United States of America (“GAAP”). We are currently taking steps to remediate such material weaknesses as described below.
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Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a set of processes designed by, or under the supervision of, a company’s principal executive and principal financial officers, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that:
| · | Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and dispositions of our assets; |
| · | Provide reasonable assurance our transactions are recorded as necessary to permit preparation of our financial statements in accordance with GAAP, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and |
| · | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. |
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. It should be noted that any system of internal control, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system will be met. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an assessment of the effectiveness of our internal control over financial reporting based on criteria established in “Internal Control-Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), as of December 31, 2009.
As a result of our continued material weaknesses described below, management has concluded that, as of December 31, 2015, our internal control over financial reporting was not effective based on the criteria in “Internal Control-Integrated Framework” issued by COSO.
Material Weaknesses in Internal Control over Financial Reporting
A material weakness is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of annual or interim financial statements will not be prevented or detected. In connection with the assessment, management identified the following control deficiencies, which were previously identified, that still represent material weaknesses at December 31, 2015:
| · | The Company, at times in the past prior to the period covered by this annual statement, entered into material transactions without timely obtaining the appropriate signed agreements, stock certificates and board approval prior to releasing cash funds called for by the transaction. Management believes the approval process currently in place is sufficient to alleviate any misappropriation of funds and will change procedures if and when circumstances indicate they are needed. Although the Company has taken steps to prevent this from happening by utilizing an escrow agent, agreements entered into by prior management will continue to cause an issue until such prior agreements terminate or expire. |
| · | Management did not design and maintain effective control relating to the quarter end closing and financial reporting process due to lack of evidence of review surrounding various account reconciliations and properly evidenced journal entries. Due to the Company’s limited resources, the Company has insufficient personnel resources and technical accounting and reporting expertise to properly address all of the accounting matters inherent in the Company’s financial transactions. Additionally, though the Company has recently formed a formal audit committee, the Company has not yet formalized processes and controls that would provide proper board oversight role within the financial reporting process. Management continues to search for additional board members that are independent and can add financial expertise, and intends to formalize oversight processes in this area in an effort to remediate part of this material weakness. |
| · | The Company’s change in management, board members and officer positions resulting in changes of the responsible person for certain duties has caused delays in the timely review of financial data and banking information. The Company has very limited review procedures in place. This material weakness, previously identified, continued in 2015 as a result of additional management changes. Management plans to establish a more formal review process by the board members in an effort to reduce the risk of fraud and financial misstatements. |
| 22 |
We are in the process of establishing certain steps in response to the identification of these material weaknesses that should result in certain changes in our internal control over financial reporting, but due to the Company’s limited funds and inability to add certain staff personnel, the changes may be limited and may also not be completely effective. There were no additional material weaknesses noted during the quarter ended December 31, 2015.
None.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Set forth below are the names of all directors and executive officers of the Company, their respective ages and all positions and offices with the Company held by each person as of March 31, 2016:
| Name | Age | Positions with the Company | ||
| Sharon L. Ullman | 69 | Chief Financial Officer, Chief Administrative Officer and Director | ||
| Tina Gregerson | 60 | Chief Executive Officer, Director, Secretary and Chairwoman |
Sharon L. Ullman
Sharon L. Ullman was appointed to our board of directors on March 18, 2011, in connection with the Shea Exchange Agreement. Effective December 16, 2011, Ms. Ullman was appointed to serve as the Company’s interim Chief Executive Officer and Executive Chairperson of the Board. On October 9, 2012, the Board of Directors voted to remove “interim” from her title and approve her position as Chief Executive Officer and Chairman of the Board. On February 6, 2014, the Board of Directors voted to appoint Ms. Ullman the Company’s President and Executive Chairwoman of the Board of Directors. On August 20, 2015 Ms. Ullman stepped down as CEO and President and took on the role of Chief Administrative Officer, she was appointed as the Interim Chief Financial Officer on October 26, 2015. Her appointment as CFO and Chief Administrative Officer was confirmed by the Board of Directors on April 4, 2016 and she was also appointed as the Treasurer.
Since June 2010, Ms. Ullman has served as the Manager of Afignis, LLC (“Afignis”), a New York limited liability company, which was established to identify and develop mining, natural resource and agricultural opportunities on a global basis, with a focus on emerging markets. Afignis has made several investments, including holding approximately 19% of our outstanding common stock and the acquisition of mining and agricultural interests in Sierra Leone, Africa. The Sierra Leone investment is managed by Afignis Sierra Leone Limited, a Sierra Leone company, which is a strategic partnership between the Mende tribe and Afignis. Ms. Ullman has been the President of Afignis Sierra Leone Limited since 2010. Afignis Sierra Leone Limited is involved in gold and diamond mining operations and had interests in large parcels of arable land for agriculture including acres of cacao and coffee plantations.
Ms. Ullman is active in philanthropic and government relations through her work as the Founder, President and Chief Executive Officer of S. L. Ullman & Associates, formed in 2007 as a private consulting firm, and has been recognized for her achievements in these areas.
Ms. Ullman served as the Executive Director and President of the 23rd Street Association (the “Association”). Through her efforts, the Association was involved in the development of Project 9A, the Hudson River Waterfront and the High Line. She was a prominent leader in the revitalization of historic Madison Square Park, helping to raise millions for its restoration and maintenance. She successfully led the effort to establish the Flatiron/23rd Street Partnership, a Business Improvement District in the Flatiron/23rd Street area. Her efforts as the founding member and member of the Board, helped reinforce the Flatiron/23rd Street area’s growing stature as one of the city’s premier destination spots.
Ms. Ullman has worked with all levels of government and government agencies and has been widely acknowledged for her contributions. Her numerous awards include being voted a top 100 New Yorker. She was written into the congressional record with remarks in recognition of her outstanding leadership by congresswoman Carolyn Maloney in 2004 and 2007, she received letters of recognition and outstanding citizen citations from President Bill Clinton, Governor George Pataki, Mayors Michael Bloomberg and Rudolf Giuliani, and she received letters of recognition from then senator Hillary Rodham Clinton and Charles E. Schumer.
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Ms. Ullman has been awarded the Outstanding Citizen Award from Speaker Christine Quinn, Council of the City of New York, and letters of recognition from State Senators, State Assembly Members, City Council Members and Police Commissioners. She received the Tilden Humanitarian Award and the Humanitarian of the Year Award from Concerned Citizen’s Speak. She has participated in Mayor Bloomberg’s “Friday Morning Breakfasts” for outstanding community leaders to discuss important issues affecting the city.
Tina Gregerson
Tina Gregerson was appointed to our board of directors on September 27, 2012 and was appointed Secretary of the Company on November 29. 2012. She also serves on the compensation committee and as chairman of the compensation committee. Tina was appointed as Interim Chief Executive Officer on October 26, 2015. On April 4, 2016 the Board confirmed Ms. Gregerson’s appointment as CEO, and further appointed her to Chairwoman and Secretary.
Since 1981, Tina Gregerson has owned and served as the CEO of Personnel Staffing, Inc., one of Alabama’s largest independent staffing companies. Under Tina’s leadership, Personnel Staffing has grown to produce over $96,000,000 in annual revenue and now operates five Alabama branches, one Texas branch, and one branch in Tennessee. Personnel Staffing is certified through the National Women’s Business Enterprise (“WBENC”) and won the Best Minority-Owned Business Award for 2008 for 26+ employees, named by The Birmingham Business Journal. In 1994, Personal Staffing was recognized as Business of the Year by the Alabama Business Woman Association and in 2002, it was recognized as Small Business of the Year by the Gadsden Etowah Chamber of Commerce.
In 2010, Tina received the Woman of Distinction Award by the Alabama Girl Scouts. In 2010, Ms. Gregerson sold The Signature Group, a financing company where she held the position of Managing Member, to North Carolina Mutual Life. She is also the owner of Gregerson Management Services. Ms. Gregerson currently serves on the Board of Directors for Capstone Bank of Tuscaloosa, the Executive Board for the National Independent Staffing Association, and the Executive Board of Staffing CEO’s. She currently serves on the Executive Board of Staffing CEO’s. She has also served as the Chairperson for the Gadsden Chamber of Commerce and on the Chamber Board for five years and was a member of the Riverview Regional Medical Center Board of Trustees for two years. For her continued leadership, dedication and service to the community Ms. Gregerson received commendation from the Governor of Alabama in August of 2011.
CODE OF ETHICS
We adopted a Code of Ethics that applies to our principal executive officer, principal financial officer and persons performing similar functions on October 5, 2012.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires our directors, officers and holders of more than 10% of our common stock to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. Based solely upon our review of such filings, we are not aware of any failures by such persons to make any such filings on a timely basis.
AUDIT COMMITTEE, COMPENSATION COMMITTEE AND FINANCIAL EXPERT
The Company does have a formal audit committee but currently does not have a financial expert. The audit committee consists of Tina Gregerson and Sharon Ullman. There were no audit committee meetings held during 2015. Financial information relating to quarterly reports was disseminated to all board members for review. The audited financial statements for the years ended December 31, 2015 and 2014 were provided to each member of the board in which any concerns by the members were directed to management and the auditors.
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The Company has a compensation committee comprised of Sharon Ullman and Tina Gregerson. There were no compensation committee meetings during 2015 but several actions taken by written consent.
ITEM 11. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table summarizes the compensation of each named executive officer for the fiscal years ended December 31, 2015 and 2014 awarded to or earned by (i) each individual serving as our principal executive officer and principal financial officer of the Company and (ii) each individual that served as an executive officer of the Company at the end of such fiscal years who received compensation in excess of $100,000.
| Annual Compensation | Option | All Other | ||||||||||||||||||||||
| Name and Principal Position | Year | Salary | Bonus | Awards (1) | Compensation | Total ($) | ||||||||||||||||||
| Interim Chief Financial Officer, Chief Administrative Officer and Director(2) | ||||||||||||||||||||||||
| Sharon L. Ullman | 2015 | $ | 75,500 | $ | — | $ | $ | 6,319 | (3) | $ | 81,819 | (4) | ||||||||||||
| 2014 | $ | 250,000 | $ | — | $ | — | $ | 12,637 | (3) | $ | 262,637 | |||||||||||||
| Director and President of subsidiary | 2015 | 59,500 | 59,500 | |||||||||||||||||||||
| James Stieben(5) | 2014 | $ | 133,333 | $ | — | $ | 880,660 | (6) | $ | 13,139 | (7) | $ | 1,027,132 | |||||||||||
| Secretary and Director | ||||||||||||||||||||||||
| Tina Gregerson | 2015 | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||||
| 2014 | $ | — | $ | — | $ | 1,174,213 | (8) | $ | — | $ | 1,174,213 | |||||||||||||
| Chief Financial Officer | 2015 | $ | 10,000 | $ | 10,000 | |||||||||||||||||||
| Robert Geiges (9) | 2014 | $ | 6,000 | $ | — | $ | — | $ | — | $ | 6,000 | |||||||||||||
| (1) | The amounts shown are the aggregate grant date fair values of these awards computed in accordance with Financial Accounting Standards Board (“FASB”) guidance now codified as Accounting Standards Codification (“ASC”) FASB ASC Topic 718, “Stock Compensation” (formerly under FASB Statement No. 123(R)). | |
| (2) | Ms. Ullman served as Chief Executive Officer until August 20, 2015; she was appointed Chief Administrative Officer and subsequently appointed Interim Chief Financial Officer on October 28, 2015. | |
| (3) | other compensation consists of healthcare payments made pursuant to Ms. Ullman’s employment agreement. | |
| (4) | Ms. Ullman agreed to suspend her salary on April 1, 2015 and to forfeit all outstanding salary and compensation owed to her as of August 27, 2015. | |
| (5) | Mr. Stieben resigned on August 20, 2015. | |
| (6) | Mr. Stieben was granted 750,000 options exercisable at $1.67 per share and vested at grant June 18, 2014. Please see Note 9 in the Notes to the Financial Statements for a discussion of the assumptions made in the valuation of the Company’s options. | |
| (7) | The listed above as other compensation consists of healthcare payments and Truck allowance made pursuant to Mr. Stieben’s agreement with the Compensation committee. | |
| (8) | Ms. Gregerson was granted 1,000,000 options exercisable at $1.67 per share and vested at grant June 18, 2014. Please see Note 9 in the Notes to the Financial Statements for a discussion of the assumptions made in the valuation of the Company’s options. |
| (9) | Mr. Geiges tendered his resignation on October 19, 2015. |
EXECUTIVE EMPLOYMENT AGREEMENTS
On June 10, 2014 the Company entered into an employment agreement with Robert Geiges to serve as the Chief Financial Officer. The term is for one year and Mr. Geiges will receive a salary of $1,000 per month. Mr. Geiges served as CFO until October 19, 2015.
On November 13, 2013, we entered into an employment agreement with Sharon Ullman to serve as our Chief Executive Officer. 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 vested 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.
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On February 19, 2013, we entered into an employment agreement with Joseph Rosamilia to serve as our Chief Financial Officer. The term of the agreement is for a period of Three 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 the CFO executed an addendum to the employment agreement dated April 1, 2014 cancelling 1,000,000 compensatory warrants. Mr. Rosamilia resigned on June 9, 2014.
Except as reported above, we have not entered into any severance or change of control provisions with any of our other executive officers.
OUTSTANDING EQUITY AWARDS TABLE
No options were exercised by our named executive officers during the year ended December 31, 2015. The following table sets forth information of outstanding option awards held by named executive officers as of December 31, 2015.
| Name | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Equity Incentive Plan Awards; Number of Securities Underlying Unexercised Unearned Options | Option Exercise Price | Option Expiration Date | |||||||||||||
| Sharon L. Ullman | 4,500,000 | — | $ | 0.40 | 11/13/2020 | |||||||||||||
DIRECTOR COMPENSATION
Members of our board who are also employees of ours receive no compensation for their services as directors. Non-employee directors are reimbursed for all reasonable and necessary costs and expenses incurred in connection with their duties as directors. In addition, we issue options to our directors as determined from time to time by the Board.
| ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS |
The following information sets forth the number and percentage of shares of the Company’s common stock owned beneficially, as of May 2, 2016, by any person, who is known to the Company to be the beneficial owner of five percent or more of the Company’s common stock, and, in addition, by each director and each executive officer of the Company, and by all directors and executive officers as a group.
Information as to beneficial ownership is based upon statements furnished to the Company by such persons and the shareholder list provided by the Company’s transfer agent, American Stock Transfer & Trust Company, LLC, as of May 2, 2016.
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| Name and Address | Amount of Beneficial Ownership (1) | Percentage of Class % | ||||||
| Sharon Ullman | 22,900,000 | (2) | 20.25 | % | ||||
| 611 Walnut Street | ||||||||
| Gadsden, AL 35901 | ||||||||
| Tina Gregerson | 15,270,000 | (3) | 13.50 | % | ||||
| 611 Walnut Street | ||||||||
| Gadsden, AL 35901 | ||||||||
| All directors and officers as a group (4 persons) | 38,170,000 | 33.75 | % | |||||
| Pure Path Capital Management, LLC | 23,400,000 | 20.69 | % | |||||
| 5348 Vegas Drive | ||||||||
| Suite 623 | ||||||||
| Las Vegas, NV 89108 | ||||||||
| (1) | Except as otherwise indicated, each person possesses sole voting and investment power with respect to the shares shown as beneficially owned. Shares are deemed owned in the same percentage as the individual’s ownership in the entity owning such shares. |
| (2) | 18,400,000 of these shares are held in the name of Afignis, LLC of which Ms. Ullman is the Managing Manager. Includes 4,500,000 options that are currently vested and exercisable. | |
| (3) | Tina Gregerson, our Secretary and a member of the Board of Directors, indirectly owns 14,270,000 shares held by Gregerson Family Properties, LLC and 1,000,000 beneficial stock options granted directly to Tina Gregerson. |
EQUITY COMPENSATION
The following table sets forth certain information regarding equity compensation plan information as of December 31, 2015:
| Number of securities | ||||||||||||
| remaining available for | ||||||||||||
| future issuance under | ||||||||||||
| equity compensation | ||||||||||||
| Number of securities to | Weighted-average | plans (excluding | ||||||||||
| be issued upon exercise | exercise price of | securities reflected in | ||||||||||
| Plan category | of outstanding options | outstanding options | column (a)) | |||||||||
| (a) | (b) | |||||||||||
| Equity compensation plans approved by security holders | 28,194,380 | (1) | $ | — | 46,805,620 | |||||||
| — | — | — | ||||||||||
| Equity compensation plans not approved by security holders | 800,000 | (2) | $ | — | ||||||||
| 800,000 | (3) | $ | — | |||||||||
| 31,843 | (4) | $ | — | |||||||||
| 5,250,000 | (5) | $ | — | |||||||||
| Total | 35,076,223 | 0.98 | ||||||||||
| (1) | granted pursuant to the 2014 Option Plan, for individual grants. See the notes to the financial statements |
| (2) | granted to Stephen King |
| (3) | granted to Steven Flechner |
| (4) | represents 26,223 granted to Stephen King and 5,619 granted to Steven Flechner in accordance with the correction and adjustment. See Note 9 in the financial statements regarding the adjustment/correction of the 2010 Option Plan |
| (5) | represents 4,500,000 options granted and vested to Sharon Ullman and 750,000 options granted and vested to Jim Stieben. |
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| ITEM 13. | CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE |
The following describes certain relationships and related transactions that we have with persons deemed to be affiliates of ours. We believe that each of the transactions described below were on terms at least as favorable to our Company as we would have expected to negotiate with unaffiliated third parties.
Pure Path Capital Management Company, LLC
As of April 29, 2015, Pure Path Capital Management Company, LLC (“Pure Path”) is currently the direct beneficial owner of approximately 20.69% of the Company. On October 11, 2013, we issued 27,000,000 shares of common stock to Pure Path Capital Management Company, LLC to settle a portion of the debt the Company owes to Pure Path.
Pure Path purchased the Loan Modification Agreement and the NJB Forbearance Agreement directly from NJB Mining, Inc. on December 9, 2011. The Company entered into an amended and restated forbearance agreement with Pure Path (the “Forbearance Agreement”) on December 21, 2011, whereby Pure Path extended the provisions of the NJB Forbearance Agreement. Pure Path provided additional extensions to stay any action of the Forbearance Agreement until August 31, 2013; such extensions were provided without additional consideration.
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 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 in the amount of $1,933,345 bearing interest of Eight Percent (8%) per year for the current balance of the amounts owed under the Pure Path Agreements.
The Company and Pure Path executed an addendum removing Pure Path’s ability to convert its note into shares of Series B Preferred Stock.
Subsequently, the Company retired and cancelled the entire class of Series B Preferred Stock, such class is no longer available for issuance.
DIRECTOR INDEPENDENCE
In determining whether the members of our Board are independent, we have elected to use the definition of “independence” set forth by Section 121 of the Listing Standards for the American Stock Exchange (“AMEX”), although we are not currently listed on AMEX, whereby a majority of the members of a listed company’s board of directors must qualify as “independent” as determined by the board. Consistent with these considerations, and after review of all relevant transactions or relationships between each director, or any of his family members, and Standard Metals Processing, Inc., its senior management, the Board has determined that none of its members are currently independent within the meaning of the applicable listing standard of AMEX.
| ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES |
Our Board of Directors appointed and shareholders ratified the engagement of Turner, Stone & Company, L.L.P. (“Turner”) to audit our financial statements for the year ended December 31, 2015.
| 28 |
AUDIT FEES:
The aggregate fees billed for professional services rendered by Turner for the audit of the Company's annual consolidated financial statements and review of consolidated financial statements included in the Company's Form 10-K and 10-Q for 2015, and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements was $75,400 for the year ended December 31, 2015.
AUDIT RELATED FEES:
There were no fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of the Company's financial statements.
TAX FEES:
There were no fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning.
ALL OTHER FEES:
There were no other fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported above.
POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT SERVICES OF INDEPENDENT AUDITORS
The Company has an audit committee, but has yet to formalize processes and controls that would provide proper Board oversight. Our Board approves each engagement for audit or non-audit services before we engage our independent auditor to provide those services. The Board has not established any pre-approval policies or procedures that would allow our management to engage our independent auditor to provide any specified services with only an obligation to notify the audit committee of the engagement for those services. None of the services provided by our independent auditors for fiscal year 2015 was obtained in reliance on the waiver of the pre-approval requirement afforded in SEC regulations.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The following exhibits are filed as part of this Annual Report on Form 10-K, or are incorporated herein by reference.
| Exhibit | Description | |
| 3.1 | Amended and Restated Articles of Incorporation filed with the State of Nevada (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the year ended 2010 filed on March 21, 2011). | |
| 3.2 | Articles of Amendment, effective January 4, 2013 (incorporated by reference to Exhibit 9.01 to the Company’s Current Report on Form 8-K filed on March 13, 2013). | |
| 3.3 | Amendment to the Articles of Incorporation and Plan of Conversion filed with the State of Colorado with effective dates of March 4 and March 5, 2013 (incorporated by reference to the Schedule 14C information filed on February 11, 2013). | |
| 3.4 | Amended and Restated By-Laws effective January 12, 2010 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on January 13, 2010). | |
| 10.1 | 2010 Stock Incentive Plan, as amended (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 27, 2011). | |
| 10.2 | Exchange Agreement, dated March 15, 2011, by and between the Company, Shea Mining & Milling, LLC, Afignis, LLC, Leslie Lucas Partners, LLC, Wits Basin Precious Minerals Inc. and Alfred A. Rapetti, (incorporated by reference to Exhibit 10.13 to Form 10-K for the year ended December 31, 2010 (File No. 000-14319)). | |
| 10.3 | Assignment and Assumption of Loan Documents and Loan Modification Agreement, dated March 15, 2011, by and between the Company, Shea Mining & Milling, LLC and NJB Mining, Inc, (incorporated by reference to Exhibit 10.14 to Form 10-K for the year ended December 31, 2010 (File No. 000-14319)). | |
| 10.4 | Term Loan Agreement, dated August 25, 2009, by and between Shea Mining & Milling, LLC and NJB Mining, Inc (assumed by the Company on March 15, 2011), (incorporated by reference to Exhibit 10.15 to Form 10-K for the year ended December 31, 2010 (File No. 000-14319)). | |
| 10.5 | Promissory Note, dated August 25, 2009, issued by Shea Mining & Milling, LLC to NJB Mining, Inc (assumed by the Company on March 15, 2011), (incorporated by reference to Exhibit 10.16 to Form 10-K for the year ended December 31, 2010 (File No. 000-14319)). | |
| 10.6 | Deed of Trust and Security Agreement with Assignment of Rents and Fixture Filing, dated August 21, 2009, executed by Shea Mining & Milling, LLC in favor of NJB Mining, Inc (assumed by the Company on March 15, 2011), (incorporated by reference to Exhibit 10.17 to Form 10-K for the year ended December 31, 2010 (File No. 000-14319)). |
| 29 |
| 10.7 | Assignment of Lease and Rents, dated August 21, 2009, executed by Shea Mining & Milling, LLC in favor of NJB Mining, Inc (assumed by the Company on March 15, 2011), (incorporated by reference to Exhibit 10.18 to Form 10-K for the year ended December 31, 2010 (File No. 000-14319)). | |
| 10.8 | Environmental Indemnity, dated August 25, 2009, by and between Shea Mining & Milling, LLC and NJB Mining, Inc (assumed by the Company on March 15, 2011), (incorporated by reference to Exhibit 10.19 to Form 10-K for the year ended December 31, 2010 (File No. 000-14319)). | |
| 10.9 | Lease Agreement, dated April 6, 2010, by and between Father Gregory Ofiesh, Mary Jane Ofiesh and Shea Mining (assumed by the Company on March 15, 2011), (incorporated by reference to Exhibit 10.20 to Form 10-K for the year ended December 31, 2010 (File No. 000-14319)). | |
| 10.10 | First Amendment to Lease Agreement and Contract Agreement, effective as of March 15, 2010, by and between Father Gregory Ofiesh, Mary Jane Ofiesh, the Company and Liberty Processing, LLC, (incorporated by reference to Exhibit 10.21 to Form 10-K for the year ended December 31, 2010 (File No. 000-14319)). | |
| 10.11 | Employment Agreement with Mark D. Dacko dated May 19, 2011 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 19, 2011). | |
| 10.12 | Standard Gold, Inc. 2010 Stock Incentive Plan (amended as of July 25, 2011), (incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended September 30, 2011 (File No. 000-14319)). | |
| 10.13 | Forbearance Agreement, dated September 1, 2011, by and between Standard Gold, Inc. and NJB Mining, Inc. (incorporated by reference to Exhibit 10.2 to Form 10-Q for the quarter ended September 30, 2011 (File No. 000-14319)). | |
| 10.14 | Amended and Restated Forbearance Agreement dated December 21, 2011 between Standard Gold, Inc., and Pure Path Capital Management Company, LLC, (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K/A filed on December 23, 2011). | |
| 10.15 | Articles of Amendment to the Articles of Incorporation of Standard Gold, Inc. (incorporated by reference to Exhibit A to the Company’s Schedule 14C filed on February 11, 2013). | |
| 10.16 | Plan of Conversion of Standard Gold, Inc., a Colorado corporation, into Standard Gold, Inc., a Nevada corporation (incorporated by reference to Exhibit B to the Company’s Schedule 14C filed on February 11, 2013). | |
| 10.17 | Articles of Incorporation of Standard Gold, Inc. (incorporated by reference to Exhibit C to the Company’s Schedule 14C filed on February 11, 2013). | |
| 10.18 | Bylaws of Standard Gold, Inc. (incorporated by reference to Exhibit D to the Company’s Schedule 14C filed on February 11, 2013). | |
| 10.19 | Statement of Correction (Document Number 20111157771) (incorporated by reference to Exhibit 3(i).01 to the Company’s Form 8-K filed on March 13, 2013). | |
| Statement of Correction (Document Number 20111178093) (incorporated by reference to Exhibit 3(i).02 to the Company’s Form 8-K filed on March 13, 2013). | ||
| Articles of Amendment (Document Number 20131009270) (incorporated by reference to Exhibit 3(i).03 to the Company’s Form 8-K filed on March 13, 2013). | ||
| 23.1** | Consent of Independent Registered Public Accounting Firm. | |
| 24** | Power of Attorney (included on the signature page hereto). | |
| 31.1** | Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 31.2** | Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 32.1** | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 32.2** | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 101.INS** | XBRL Instance Document | |
| 101.SCH** | XBRL Taxonomy Extension Schema | |
| 101.CAL** | XBRL Taxonomy Extension Calculation | |
| 101.DEF** | XBRL Taxonomy Extension Definition | |
| 101.LAB** | XBRL Taxonomy Extension Label | |
| 101.PRE** | XBRL Taxonomy Extension Presentation |
** Filed herewith electronically
| 30 |
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| STANDARD METALS PROCESSING, INC. | ||
| Dated: May 2, 2016 | By: | /s/ Tina Gregerson |
| Tina Gregerson | ||
| Chief Executive Officer |
Each person whose signature to this Annual Report appears below hereby constitutes and appoints Tina Gregerson and Sharon L. Ullman as their true and lawful attorney-in-fact and agent, with full power of substitution, to sign on his behalf individually and in the capacity stated below and to perform any acts necessary to be done in order to file all amendments to this Annual Report and any and all instruments or documents filed as part of or in connection with this Annual Report or the amendments thereto and each of the undersigned does hereby ratify and confirm all that said attorney-in-fact and agent, or his substitutes, shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Company, in the capacities and dates indicated.
| Name | Title | Date | ||
| /s/ Tina Gregerson | Chief Executive Officer, Secretary and Director | May 2, 2016 | ||
| Tina Gregerson | ||||
| /s/ Sharon Ullman | Chief Financial Officer, Chief Administrative Officer, Director | May 2, 2016 | ||
| Sharon Ullman | ||||
| 31 |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We have issued our report dated May 2, 2016, with respect to the consolidated financial statements included in the Annual Report of Standard Metals Processing, Inc. on Form 10-K for the year ended December 31, 2015.
/s/ Turner, Stone & Company L.L.P.
Dallas, Texas
May 2, 2016
EXHIBIT 31.1
CERTIFICATION
I, Tina Gregerson, certify that:
1. I have reviewed this report on Form 10-K of Standard Metals Processing, Inc. (the “Registrant”);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the Registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, and evaluated the effectiveness of our internal control over financial reporting, and printed in this report our conclusions about the effectiveness of our internal control over financial reporting as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
| Dated: May 2, 2016 | By: | /s/ Tina Gregerson |
| Tina Gregerson | ||
| Chief Executive Officer | ||
| Standard Metals Processing, Inc. |
EXHIBIT 31.2
CERTIFICATION
I, Sharon Ullman, certify that:
1. I have reviewed this report on Form 10-K of Standard Metals Processing, Inc. (the “Registrant”);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, and evaluated the effectiveness of our internal control over financial reporting, and printed in this report our conclusions about the effectiveness of our internal control over financial reporting as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
| Dated: May 2, 2016 | By: | /s/ Sharon Ullman |
| Sharon Ullman | ||
| Chief Financial Officer | ||
| Standard Metals Processing, Inc. |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the annual report of Standard Metals Processing, Inc. (the “Company”) on Form 10-K for the year ending December 31, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Tina Gregerson, the Chief Executive Officer of the Company, hereby certifies, pursuant to and for purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Dated: May 2, 2016 | By: | /s/ Tina Gregerson |
| Tina Gregerson | ||
| Chief Executive Officer |
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the annual report of Standard Metals Processing, Inc. (the “Company”) on Form 10-K for the year ending December 31, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Sharon Ullman, the Chief Financial Officer of the Company, hereby certifies, pursuant to and for purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Dated: May 2, 2016 | By: | /s/ Sharon Ullman |
| Sharon Ullman | ||
| Chief Financial Officer |
Document And Entity Information - USD ($) |
12 Months Ended | |
|---|---|---|
Dec. 31, 2015 |
Apr. 29, 2016 |
|
| Document Information [Line Items] | ||
| Document Type | 10-K | |
| Amendment Flag | false | |
| Document Period End Date | Dec. 31, 2015 | |
| Document Fiscal Year Focus | 2015 | |
| Document Fiscal Period Focus | FY | |
| Entity Registrant Name | Standard Metals Processing, Inc. | |
| Entity Central Index Key | 0000773717 | |
| Current Fiscal Year End Date | --12-31 | |
| Entity Well-known Seasoned Issuer | No | |
| Entity Voluntary Filers | No | |
| Entity Current Reporting Status | Yes | |
| Entity Filer Category | Smaller Reporting Company | |
| Entity Public Float | $ 6,567,007 | |
| Trading Symbol | SMPR | |
| Entity Common Stock, Shares Outstanding | 113,075,936 |
Consolidated Balance Sheets (Parenthetical) - USD ($) |
Dec. 31, 2015 |
Dec. 31, 2014 |
|---|---|---|
| Common stock, par value | $ 0.001 | $ 0.001 |
| Common stock, shares authorized | 500,000,000 | 500,000,000 |
| Common stock, shares issued | 104,075,936 | 103,660,936 |
| Common stock, shares outstanding | 104,075,936 | 103,660,936 |
| Debt Instrument Unamortized Discount | $ 11,577 | $ 0 |
| Preferred Stock | ||
| Temporary Equity, Shares Authorized | 50,000,000 | 50,000,000 |
| Series A Preferred Stock | ||
| Preferred stock, par value | $ 0.001 | $ 0.001 |
| 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, shares issued | 0 | 0 |
| Preferred stock, shares outstanding | 0 | 0 |
Consolidated Statements of Operations - USD ($) |
12 Months Ended | |
|---|---|---|
Dec. 31, 2015 |
Dec. 31, 2014 |
|
| Revenues | $ 0 | $ 0 |
| Operating expenses: | ||
| General and administrative | 12,139,672 | 14,938,972 |
| Impairment of Shea Mining and Milling assets | 33,051,127 | 0 |
| Impairment of Machinery and Equipment | 1,023,742 | 0 |
| Depreciation and amortization | 3,387 | 17,613 |
| Settlement on legal actions | 2,658,750 | 0 |
| Total operating expenses | 48,876,678 | 14,956,585 |
| Loss from operations | (48,876,678) | (14,956,585) |
| Other income (expense): | ||
| Other income | 7,909 | 6,470 |
| Loss on settlement of debt | (150,000) | (1,106,487) |
| Interest expense | (311,606) | (183,804) |
| Amortization of debt discount | (238,679) | 0 |
| Total other income (expense) | (692,376) | (1,283,821) |
| Loss before income tax provision | (49,569,054) | (16,240,406) |
| Income tax provision | 0 | 0 |
| Net loss | $ (49,569,054) | $ (16,240,406) |
| Basic net loss per common share | $ (0.48) | $ (0.16) |
| Basic weighted average common shares outstanding | 103,879,347 | 99,090,384 |
NATURE OF BUSINESS |
12 Months Ended | |
|---|---|---|
Dec. 31, 2015 | ||
| 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 –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, 2015, the Company incurred losses from operations of $49,569,054. At December 31, 2015, the Company had an accumulated deficit of $101,637,180 and a working capital deficit of $8,937,717. These circumstances raise substantial doubt about the Company’s ability to continue as a going concern. 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 year ended December 31, 2015, the Company received net cash proceeds of $696,690 from the exercise of warrants and loans from related parties. 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 ACCOUNTING POLICIES |
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Dec. 31, 2015 | ||||||||||||||||||||||
| 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. All significant intercompany transactions, accounts and balances have been eliminated in consolidation. 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 The Company recorded the fair value of the Shea Mining and Milling assets as an aggregate amount on the consolidated balance sheets. The assets include the mine tailings and dumps, the land, water rights and the milling facility (the buildings and equipment), net of impairment. None of the assets have been put into production, nor has the Company performed any repair or updates to any of the equipment and some updates buildings. As such, the Company will continue to 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:
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 The Company 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. During the year ended December 31, 2015 the Company had an impairment charge of $34,074,869, see Note 3. There were no impairment charges during the year ended December 31, 2014. 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. Revenue Recognition and Deferred Revenue As of December 31, 2015, we have recorded no revenues from custom permitted processing toll milling. Off Balance Sheet Arrangements As of December 31, 2015, 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, 2015 and 2014. 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 value of the Company’s common stock at the date of the agreement. The Company’s accounting policy for employee stock compensation follows the provision of Accounting Standards Codification (ASC) Topic 718-10 “Compensation – Stock Compensation.” The Company’s accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of Accounting Standards Codification (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, 2015 and through April 29, 2016, 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. |
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SHEA MILLING AND MINING ASSETS |
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| Acquisition Of Shea Milling And Mining Assets [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| SHEA MILLING AND MINING ASSETS | NOTE 3 – 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 Company has not processed any of these tailings and has no intention to do so in the near future. 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 Company has not disturbed, moved or processed any of this material and currently has no intention to do so. 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:
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.
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 the 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. 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. Management analyzed the Shea Mining and Milling assets and determined that the Tonopah mine tailings of $24,888,252, Tonopah dormant milling facility of $8,062,875 and Manhattan mine dumps of $100,000 were fully impaired and recorded an impairment of $33,051,127 and reduced the net carrying value of the Miller’s Landing assets to $2,108,300. The Company does not conduct any mining activity. |
ASSET HELD FOR SALE |
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Dec. 31, 2015 | ||
| Discontinued Operations and Disposal Groups [Abstract] | ||
| ASSET HELD FOR SALE | NOTE 4 – ASSET HELD FOR SALE During the year ended December 31, 2015 the Company determined that certain equipment with a historic cost of $2,020,415 had a fair value of $996,643 and was no longer required. The Company evaluated this event using the guidance provided by ASC 360-10 “Property, Plant and Equipment – Impairment or disposal of long-life assets” and concluded an impairment of machinery and equipment of $1,023,772. The Company negotiated with the Vendor to accept such certain equipment held for sale in full settlement of the Vendor’s Long-Term Trade Payable, see Note 6. On February 23, 2016 an auction was held in which $222,597 of other equipment was sold for $56,500. The proceeds from this sale were paid to a former employee for past compensation. |
PROPERTY, PLANT AND EQUIPMENT |
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| Property, Plant and Equipment [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||
| PROPERTY, PLANT AND EQUIPMENT | NOTE 5 – PROPERTY, PLANT AND EQUIPMENT The Company has made some preparations including grading the land, installing fences and drilling various wells for future operations. The Company plans to resume preparing the Tonopah property site for the construction of a permitted custom processing toll milling facility and will work with contractors for our 21,875 square foot building and servicing the various wells. Components of our property, plant and equipment are as follows:
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LONG-TERM TRADE PAYABLE |
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| Payables and Accruals [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| LONG-TERM TRADE PAYABLE | NOTE 6 – LONG-TERM TRADE PAYABLE The following table summarizes the Company’s long-term trade payable:
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. During the year end December 31, 2015 the Company negotiated with the Vendor to accept certain equipment held for sale in full settlement of the vendors Long-Term Trade Payable. On February 23, 2016 an auction was held in which $222,597 of other equipment was sold for $56,500. The proceeds from this sale were paid to a former employee for past compensation. |
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PROMISSORY NOTES PAYABLE - RELATED PARTY |
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| Due to Related Parties, Current [Abstract] | ||||||||||||||||||||||||||||||||||||||||||
| PROMISSORY NOTES PAYABLE - RELATED PARTY | NOTE 7 – PROMISSORY NOTES PAYABLE - RELATED PARTY The following table summarizes the Company’s notes payable related party:
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 and interim CEO of the Company. The Note for up to $750,000, is to 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. The Company then analyzed the warrant under ASC 470-20-25 Debt with conversion and other options for consideration of a warrants issue. The Company recorded a discount based on the relative fair value of the warrants of $138,880. The Company valued the warrants using the Black-Scholes option pricing model with the following assumptions: stock price on the measurement date of $1.25; warrant term of 7 years; expected volatility of 291%; and discount rate of 1.83% and accounted for them as debt discount, which will be amortized over the term of the note. |
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NOTES PAYABLE |
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| Debt Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||
| NOTES PAYABLE | NOTE 8 –NOTES PAYABLE 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. (see Note 7 Related Party transactions). The following table summarizes the Company’s remaining convertible promissory notes (convertible into common stock):
A holder of a convertible promissory note dated January 26, 2011 converted the entirety of the note consisting of $100,000 of principal and $18,559 of interest on February 28, 2014 into 237,118 shares of the Company’s common stock. |
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SHAREHOLDERS' EQUITY |
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| Stockholders' Equity Note [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| SHAREHOLDERS' EQUITY | NOTE 9 – SHAREHOLDERS’ EQUITY Preferred Stock Simultaneous with the Shea Exchange Agreement, Wits Basin exchanged 19,713,544 shares of our common stock it held for 10,000,000 shares ($.001 par value each) of “Series A Preferred Stock” with an original issue price of $1.00 per share. The Company is in negotiations with Wits to exchange these preferred shares for shares of common stock. 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 OTCQB 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. On April 11, 2016, the Board of Directors retired and cancelled the Series B Preferred Stock. As of that date, no shares of Series B Preferred Stock had been issued and no shares are able to be issued in the future. 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. Restricted Stock Sale The Company sold four million shares of restricted common stock to an accredited investor on December 21, 2015. The shares were sold at fair market value at a per share price of $0.013, the closing sale price on the date of the sale. The Company received $40,000 for the sale on December 21, 2015. Due to the holidays, the actual issuance of the certificate was delayed until January 26, 2016. Conversion of Unsecured Note 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. Debt Settlements 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%. On July 31, 2015 the Company issued 250,000 shares of restricted common stock in exchange for $50,000 of outstanding debt. The shares were issued under the Section 4(a)(2) exemption from registration. The Company recorded non-cash loss on settlement of debt of $0 and $1,106,487 for the years ended December 31, 2015 and 2014, respectively. Stock Warrants 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. During the first quarter of 2015, 100,000 warrants were exercised at a per share price of $0.89 for a total of $89,000. During the second quarter of 2015, 40,000 warrants were exercised at a per share price of $0.89 for a total of $35,600. 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, $48,000 on February 13, 2015 and $50,000 on April 13, 2015, $150,000 on July 31, 2015, $2,500 on October 20, 2015, $12,000 on October 29, 2015 and $15,000 on November 4, 2015. Under the terms of the Pure Path Note, the Company received $54,590 on February 4, 2015. 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. 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 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 January 16, 2015 the Company’s Chief Operating Officer 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 executed an addendum to the Chief Operating Officer’s employment 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. The 7,000,000 options vest in full on grant. The Company and the Chief Operating Officer came to a mutual agreement to terminate this agreement on September 30, 2015. All unvested options are now cancelled, the Company evaluated the transaction using ASC 718-10-35 “Compensation – Stock Compensating” and recorded a reduction in stock compensation cost of $173,252. On April 24, 2015 the Company entered into an employment agreement with Mr. John Ryan to serve as the Company’s president. Pursuant to the employment agreement, the Company granted Mr. Ryan 2,500,000 options under the 2014 Plan with an exercise price of $0.92 per share for a term of three years to Mr. John Ryan its new President. The options shall vest and become exercisable as follows: (i) 100,000 vested on the Date of Grant; (ii) 150,000 vested on July 24, 2015, (iii) 250,000 shall vest on each of the following dates: October 24, 2015, January 24, 2016 and April 24, 2016, (iv) 750,000 shall vest on achievement of certain performance objectives of tonnage and gold ore concentrate (v) 750,000 shall vest on achievement of certain performance objectives based on earnings before interest, taxes, depreciation and amortization. See the Form 8-K filed with the Commission on April 28, 2015. The Company and Mr. Ryan came to a mutual agreement to terminate this agreement on October 22, 2015. All unvested options are cancelled, the Company evaluated the transaction using ASC 718-10-35 “Compensation – Stock Compensating” and recorded a reduction in stock compensation cost of $477,918. On June 4, 2015 the Company entered into an employment agreement with Mr. Thomas Loucks to serve as the Company’s Vice President of Corporate Development. Pursuant to the employment agreement, the Company granted Mr. Loucks 2,500,000 options under the 2014 Plan with an exercise price of $0.90 per share for a term of three years. The options shall vest and become exercisable as follows: (i) 500,000 shall vest on the Date of Grant; (ii) 500,000 shall vest on each of the following dates: December 4, 2015, June 4, 2016, December 4, 2016 and June 4, 2017. The Company and Mr. Loucks came to a mutual agreement to terminate this agreement on October 22, 2015. All unvested options are cancelled, the Company evaluated the transaction using ASC 718-10-35 “Compensation – Stock Compensating” and recorded a reduction in stock compensation cost of $620,014. On June 11, 2015 the Company entered into an employment agreement with Mr. Bobby Cooper to serve as the Company’s Managing Director. Pursuant to the employment agreement, the Company granted Mr. Cooper 2,500,000 options under the 2014 Plan with an exercise price of $0.80 per share for a term of three years. The options shall vest and become exercisable as follows: (i) 500,000 shall vest on the Date of Grant; (ii) 500,000 shall vest on each of the following dates: December 11, 2015, June 11, 2016, December 11, 2016 and June 11, 2017. The Company and Mr. Cooper came to a mutual agreement to terminate this agreement on October 22, 2015. All unvested options are cancelled, the Company evaluated the transaction using ASC 718-10-35 “Compensation – Stock Compensating” and recorded a reduction in stock compensation cost of $554,620. On July 21, 2015 the Company agreed to reprice 750,000 options of an officer and director June 18, 2014 with an original exercise price of $1.67 to $0.75 exercise price. The accounting effect of this resolution is to cancel the previous options and reissue new options with the new exercise price of $0.75 which vested immediately as all other option terms remained the same. 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 2015 and 2014, 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:
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 $10,608,577 and $12,798,786 related to compensation expense for the years ended December 31, 2015 and 2014, 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 $0.10 and $0.13 per share impact on the loss per share for the years ended December 31, 2015 and 2014, respectively. As of December 31, 2015, there was $0 in unrecognized compensation expense. The following tables summarize information about the Company’s stock options:
A summary of the Company’s nonvested options at December 31, 2015, and changes during the year ended December 31, 2015, is presented below:
The following tables summarize information about stock options outstanding and exercisable at December 31, 2015:
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. On March 2, 2015, 100,000 warrants to purchase common stock were exercised at a per share price of $0.89 for a total of $89,000. On April 23, 2015, 40,000 warrants to purchase common stock were exercised at a per share price of $0.89 for a total of $35,600. 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. 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, 2015 and 2014:
The aggregate intrinsic value of the 5,165,640 outstanding and exercisable warrants at December 31, 2015 was $0. The intrinsic value is the difference between the closing stock price on December 31, 2015 and the exercise price, multiplied by the number of in-the-money warrants had all warrant holders exercised their warrants on December 31, 2015. 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, 2014. |
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LEGAL MATTERS |
12 Months Ended | |
|---|---|---|
Dec. 31, 2015 | ||
| Commitments and Contingencies Disclosure [Abstract] | ||
| Legal Matters and Contingencies [Text Block] | NOTE 10 – LEGAL MATTERS 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. On November 23, 2015, the parties executed a Settlement Agreement wherein the Company would pay or cause to be paid $130,000 to Midwest and issued 25,000 shares of restricted common stock to Blair Mielke. Additionally, the Company cooperated with Midwest to transfer a number of shares of stock owned by Midwest to Midwest’s investors. The remaining shares of stock owned by Midwest are subject to a lock up, leak out agreement. This settlement agreement settles both this action and the Blair Mielke action listed below. 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. On March 26, 2015, the court entered an order dismissing this case without prejudice for lack of personal jurisdiction. 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 January 16, 2015, Standard Metals filed a 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. On March 23, 2015, the Court issued an Order denying Standard Metals’ Motion for Summary Judgment. On March 30, 2015, Flechner filed a Motion to Lift the Stay. On March 31, 2015, the Court issued an Order granting Flechner’s Motion to Lift the Stay. On April 6, 2015, the Court issued an Order scheduling a Bench Trial for July 29, 2015. On April 9, 2015, Flechner filed a Motion for Reconsideration of the Court’s March 23, 2015 Order Denying Flechner’s Motion to Enforce the Confidential Settlement Agreement to Settle Certain Issues. On May 1, 2015, the Court issued an Order Granting Flechner’s Motion to Enforce the Confidential Settlement Agreement to Settle Certain Issues. Standard Metals Processing, Inc. intends to continue to vigorously defend against claims by Steven E. Flechner. On August 12, 2015 the United Stated District Court for the District of Colorado issued a judgment in favor of Stephen E. Flechner for $2,157,000. An amended final judgment was ordered in adjudication of the Complaint by the U.S. District Court for the District of Colorado (the “Court”) on August 28, 2015 in favor of Flechner in the amount of $2,157,000, plus interest through the date of judgment of $235,246, plus interest of $472.76/day from August 28, 2015 until paid in full. The Company, in good faith anticipation of a settlement did not appeal the judgment and therefore, the Company’s notice of appeal was dismissed on November 17, 2015. This judgment is now non-appealable. The Company and Flechner entered into a Settlement Agreement on November 24, 2015, wherein Flechner will receive $450,000 in cash payment and $250,000 in installment payments. As of the date of this filing, the Company has not yet made a payment and has recorded an Accrual in the amount of judgment. 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. The Company and Wits Basin executed a Settlement Agreement on January 22, 2016. Pursuant to the terms of the Settlement Agreement, the Company issued 630,000 warrants to purchase common stock at an exercise price of $0.70 and 630,000 warrants at an exercise price of $0.30 to investors of Wits Basin. The warrants are exercisable until December 31, 2018. The Company will also pay $14,665 in plaintiffs’ legal fees. As of the date of this filing, $7,350 of the attorneys’ fees have been paid and all warrants have been issued. The Company then analyzed the warrant under ASC 470-20-25 Debt with conversion and other options for consideration of a warrants issue. The Company recorded as Accrual for the settlement of lawsuit based on the relative fair value of the warrants of $62,335. The Company valued the warrants using the Black-Scholes option pricing model with the following assumptions: stock price on the measurement date of $0.06; warrant term of 3 years; expected volatility of 206%; and discount rate of 1.11%. 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 Eighth 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 theUnited States District Court for the District of Nevada (Las Vegas) . On October 30, 2014, Standard Metals filed a First Motion to Dismiss. On April 24, 2015, the Court entered an Order granting Standard Metals’ First Motion to Dismiss as to Mielke’s claim for specific performance and denying Standard Metals’ Motion as to all other claims. On May 5, 2015, Standard Metals filed its Answer and Counterclaims. On May 28, 2015, Mielke filed his Motion to Dismiss or, in the Alternative, for Summary Judgment. On June 11, 2015, Standard Metals filed its Response to Mielke’s Motion. Standard Metals Processing, Inc. intends to continue to vigorously defend against the remaining claims by Blair Mielke. This case was settled in the same settlement agreement as the Midwest action executed November 23, 2015. |
RELATED PARTY TRANSACTIONS |
12 Months Ended | |
|---|---|---|
Dec. 31, 2015 | ||
| Related Party Transactions [Abstract] | ||
| RELATED PARTY TRANSACTIONS | NOTE 11 – 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, she currently serves as the Chief Executive Officer, Chairwoman of the Board and Secretary. 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, $48,000 on February 13, 2015, $50,000 on April 13, 2015, $150,000 on July 31, 2015, $2,500 on October 20, 2015, $12,000 on October 29, 2015 and $15,000 on November 4, 2015. Pure Path Management Company, LLC Pure Path Management Company, LLC (“Pure Path”) is currently the beneficial owner of 20.69% of the Company’s outstanding common stock. 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 $54,590 on February 4, 2015. On April 11, 2016, the Company and Pure Path executed an addendum removing Pure Path’s ability to convert its note into shares of Series B Preferred Stock. Subsequently, the Company retired and cancelled the entire class of Series B Preferred Stock, such class is no longer available for issuance. |
INCOME TAXES |
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| Income Tax Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| INCOME TAXES | NOTE 12 - INCOME TAXES The components of income tax expense for the years ended December 31, 2015 and 2014 consist of the following:
Reconciliations between the statutory rate and the effective tax rate for the years ended December 31, 2015 and 2014 consist as follows:
Significant components of the Company's estimated deferred tax assets and liabilities as of December 31, 2015 and 2014 are as follows:
As of December 31, 2015, we had approximately $32,290,000 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. As of December 31, 2015, we do not believe any of our net operating loss carry forward consists of deductions generated by the exercise of warrants or options to purchase our stock. In the future, the stock options referenced in the above table of deferred tax items may be exercised and we may receive a tax deduction. To the extent that the tax deduction is included in a net operating loss carry forward and is in excess of amounts recognized for book purposes, no benefit will be recognized until the loss carry forward is recognized. Upon utilization and realization of the carry forward, the corresponding change in the deferred asset and valuation allowance will be recorded as additional paid-in capital. 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 increased by $16,853,000 in the year ended December 31, 2015. 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 2011 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. |
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EARNINGS (LOSS) PER SHARE |
12 Months Ended | |
|---|---|---|
Dec. 31, 2015 | ||
| Earnings Per Share [Abstract] | ||
| EARNINGS (LOSS) PER SHARE | NOTE 13 – 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, 2015 and 2014, the weighted average shares from stock options of 35,076,223 and 35,604,540, respectively and warrants of 5,165,640 and 9,654,908, 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. |
COMMITMENTS AND CONTINGENCIES |
12 Months Ended | |
|---|---|---|
Dec. 31, 2015 | ||
| Commitments and Contingencies Disclosure [Abstract] | ||
| COMMITMENTS AND CONTINGENCIES | NOTE 14 – 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 $25,000 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 vested on June 1, 2014, and 1,500,000 vested 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. Effective April 1, 2015, Ms. Ullman and the Company agreed to suspend her compensation. 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. Mr. Geiges tendered his resignation on October 19, 2015. On January 16, 2015 the Company entered into an employment agreement with Jonathan Spier to serve as Chief Operating Officer of 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. Mr. Spier tendered his resignation on September 30, 2015. All unvested options are cancelled. On April 24, 2015 the Company entered into an employment agreement with Mr. John Ryan to serve as the Company’s president. Pursuant to the employment agreement, the Company granted Mr. Ryan 2,500,000 options under the 2014 Plan with an exercise price of $0.92 per share for a term of three years to Mr. John Ryan its new President. The options shall vest and become exercisable as follows: (i) 100,000 vested on the Date of Grant; (ii) 150,000 vested on July 24, 2015, (iii) 250,000 shall vest on each of the following dates: October 24, 2015, January 24, 2016 and April 24, 2016, (iv) 750,000 shall vest on achievement of certain performance objectives of tonnage and gold ore concentrate (v) 750,000 shall vest on achievement of certain performance objectives based on earnings before interest, taxes, depreciation and amortization. See the Form 8-K filed with the Commission on April 28, 2015. The Company and Mr. Ryan came to a mutual agreement to terminate this agreement on October 22, 2015. All unvested options are cancelled. On June 4, 2015 the Company entered into an employment agreement with Mr. Thomas Loucks to serve as the Company’s Vice President of Corporate Development. Pursuant to the employment agreement, the Company granted Mr. Loucks 2,500,000 options under the 2014 Plan with an exercise price of $0.90 per share for a term of three years to Mr. Thomas Loucks its new Vice President. The options shall vest and become exercisable as follows: (i) Five Hundred Thousand (500,000) shall vest on the Date of Grant; (ii) Five Hundred Thousand (500,000) shall vest December 4, 2015; (iii) Five Hundred Thousand (500,000) shall vest June 4, 2016; (iv) Five Hundred Thousand (500,000) shall vest December 4, 2016; and (v) Five Hundred Thousand (500,000) shall vest June 4, 2016. See the Form 8-K filed with the Commission on June 9, 2015. The Company and Mr. Loucks came to a mutual agreement to terminate this agreement on October 22, 2015. All unvested options are cancelled On June 11, 2015 the Company entered into an employment agreement with Mr. Bobby E. Cooper to serve as the Company’s Managing Director, Metals and Mining. Pursuant to the employment agreement, the Company granted Mr. Cooper 2,500,000 options under the 2014 Plan with an exercise price of $0.80 per share for a term of three years to Mr. Bobby E. Cooper. The options shall vest and become exercisable as follows: (i) Five Hundred Thousand (500,000) shall vest on the Date of Grant; (ii) Five Hundred Thousand (500,000) shall vest December 11, 2015; (iii) Five Hundred Thousand (500,000) shall vest June 11, 2016; (iv) Five Hundred Thousand (500,000) shall vest December 11, 2016; and (v) Five Hundred Thousand (500,000) shall vest June 11, 2016. See the Form 8-K filed with the Commission on June 16, 2015. The Company and Mr. Cooper came to a mutual agreement to terminate this agreement on October 22, 2015. All unvested options are cancelled |
SUBSEQUENT EVENTS |
12 Months Ended | |
|---|---|---|
Dec. 31, 2015 | ||
| Subsequent Events [Abstract] | ||
| SUBSEQUENT EVENTS | NOTE 15 – SUBSEQUENT EVENTS Promissory Notes The Company issued a $55,000 convertible promissory note on February 2, 2016 that was funded January 22, 2016, the interest rate accrues at a rate 8% per annum and is convertible at $0.021 per share based on the ninety day VWAP ending on the date of funding. The Company issued a $30,000 convertible promissory note on March 17, 2016. Interest rate accrues at a rate 8% per annum and the note is convertible at $0.05 per share based on the ninety day VWAP ending on the date of funding. The Company issued a $75,000 convertible promissory note on March 29, 2016. Interest rate accrues at a rate 8% per annum and the note is convertible at $0.05 per share based on a fifty percent discount to the closing sale price on the last trading day immediately preceding the issue date. Preferred Stock On April 11, 2016 the Company and Pure Path Capital Management LLC, a related party, Path executed an addendum removing Pure Path’s ability to convert its note into shares of Series B Preferred Stock. Subsequently, the Company retired and cancelled the entire class of Series B Preferred Stock, which was never issued or outstanding and such class is no longer available for issuance. Settlement of lawsuit On January 15, 2016 the Company reached a settlement agreement with Wits Basin Precious Minerals, Inc., Lee Levine, Michael Lepore, Mark McLain, Morton Waldman, Allan Staller, Thomas McAdam, Arthur Brown, DJ Sikka, and Bryan Reichel in which the Company will issue 630,000 warrants which expire date on December 31, 2018 and with an exercise price of $0.30 per warrant share, 630,000 warrants which expired date on December 31, 2018 and with an exercise price of $0.70 per warrant share and agreed to pay legal fees of $14,665. Sale of Assets held for sale On February 23, 2016 an auction was held in which $222,597 equipment was sold for $56,500. The proceeds from this sale were paid to a former employee for past compensation. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) |
12 Months Ended | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2015 | ||||||||||||||||||||||
| 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. All significant intercompany transactions, accounts and balances have been eliminated in consolidation. |
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| Reclassification | Reclassification Certain accounts in the prior period were reclassified to conform to the current period financial statements presentation. |
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| 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. |
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| Shea Mining and Milling Assets | Shea Milling and Mining Assets The Company recorded the fair value of the Shea Mining and Milling assets as an aggregate amount on the consolidated balance sheets. The assets include the mine tailings and dumps, the land, water rights and the milling facility (the buildings and equipment), net of impairment. None of the assets have been put into production, nor has the Company performed any repair or updates to any of the equipment and some updates buildings. As such, the Company will continue to classify them under a single listing. |
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| 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:
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. |
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| 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. |
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| Long-Lived Assets | Long-Lived Assets The Company 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. During the year ended December 31, 2015 the Company had an impairment charge of $34,074,869, see Note 3. There were no impairment charges during the year ended December 31, 2014. |
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| Revenue Recognition and Deferred Revenue | Revenue Recognition and Deferred Revenue As of December 31, 2015, we have recorded no revenues from custom permitted processing toll milling. |
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| 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. |
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| Off Balance Sheet Arrangements | Off Balance Sheet Arrangements As of December 31, 2015, 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. |
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| 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. |
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| 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. |
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| 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, 2015 and 2014. The Company recognizes interest and penalties on unrecognized tax benefits as well as interest received from favorable tax settlements within income tax expense. |
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| 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 value of the Company’s common stock at the date of the agreement. The Company’s accounting policy for employee stock compensation follows the provision of Accounting Standards Codification (ASC) Topic 718-10 “Compensation – Stock Compensation.” The Company’s accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of Accounting Standards Codification (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. |
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| Recent Accounting Pronouncements | Recent Accounting Standards During the year ended December 31, 2015 and through April 29, 2016, 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. |
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) |
12 Months Ended | |||||||||||||||||||||
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Dec. 31, 2015 | ||||||||||||||||||||||
| 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:
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SHEA MILLING AND MINING ASSETS (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||
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Dec. 31, 2015 | |||||||||||||||||||||||||||||||||||||
| Acquisition Of Shea Mining And Milling Assets [Abstract] | |||||||||||||||||||||||||||||||||||||
| Purchase Consideration of Assets Acquired | The purchase consideration of the assets acquired was calculated as follows:
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| 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.
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PROPERTY, PLANT AND EQUIPMENT (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2015 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Property, Plant and Equipment [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Components of Property Plant and Equipment | Components of our property, plant and equipment are as follows:
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LONG-TERM TRADE PAYABLE (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2015 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Payables and Accruals [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Accounts Payable and Accrued Liabilities | The following table summarizes the Company’s long-term trade payable:
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PROMISSORY NOTES PAYABLE - RELATED PARTY (Tables) |
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Dec. 31, 2015 | ||||||||||||||||||||||||||||||||||||||||||
| Due from Related Parties, Current [Abstract] | ||||||||||||||||||||||||||||||||||||||||||
| Summary of notes payable related party | The following table summarizes the Company’s notes payable related party:
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NOTES PAYABLE (Tables) |
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Dec. 31, 2015 | ||||||||||||||||||||||||||||||||||||||||||
| Debt Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||
| Summary of Convertible Notes Payable | The following table summarizes the Company’s remaining convertible promissory notes (convertible into common stock):
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SHAREHOLDERS' EQUITY (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2015 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 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 2015 and 2014, 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:
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| Summary of Stock Options Activity | The following tables summarize information about the Company’s stock options:
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| Summary of Company's Nonvested Options | A summary of the Company’s nonvested options at December 31, 2015, and changes during the year ended December 31, 2015, is presented below:
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| Summary of Stock Options by Exercise Price Range | The following tables summarize information about stock options outstanding and exercisable at December 31, 2015:
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| Summary of Stock Warrants Outstanding | The following table summarizes information about the Company’s stock purchase warrants outstanding at December 31, 2015 and 2014:
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INCOME TAXES (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2015 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Income Tax Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Components of Income Tax Expense (Benefit) | The components of income tax expense for the years ended December 31, 2015 and 2014 consist of the following:
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| Effective Income Tax Rate Reconciliation | Reconciliations between the statutory rate and the effective tax rate for the years ended December 31, 2015 and 2014 consist as follows:
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| Deferred Tax Assets and Liabilities | Significant components of the Company's estimated deferred tax assets and liabilities as of December 31, 2015 and 2014 are as follows:
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Nature of Business - Additional Information (Detail) - USD ($) |
12 Months Ended | ||
|---|---|---|---|
Mar. 15, 2011 |
Dec. 31, 2015 |
Dec. 31, 2014 |
|
| 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 | $ (49,569,054) | $ (16,240,406) | |
| Retained earnings (Accumulated Deficit) | 101,637,180 | 52,068,126 | |
| Working capital deficit | 8,937,717 | ||
| Cash proceeds from short-term debt | $ 124,600 | $ 3,790,195 | |
Summary of Notes Payable (Detail) - USD ($) |
1 Months Ended | 12 Months Ended | |
|---|---|---|---|
Jan. 26, 2011 |
Dec. 31, 2014 |
Dec. 31, 2015 |
|
| 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 Notes are past due and original terms apply in the default period. | $ 275,000 | $ 175,000 | |
| Debt converted into shares of restricted common stock | $ (100,000) | (100,000) | |
| Convertible Notes Payable, Current | $ 175,000 | $ 175,000 |
Summary of Notes Payable (Parenthetical) (Detail) - USD ($) |
Dec. 31, 2015 |
Dec. 31, 2014 |
Oct. 10, 2013 |
|---|---|---|---|
| Debt Instrument [Line Items] | |||
| Unamortized discount | $ 11,577 | $ 0 | |
| Interest rate | 8.00% | ||
| Accrued interest | $ 530,103 | 246,273 | |
| Convertible Notes Payable | |||
| Debt Instrument [Line Items] | |||
| Unamortized discount | $ 0 | ||
| Interest rate | 6.00% | ||
| Accrued interest | $ 36,665 |
Straight-line Method Over Estimated Useful Lives (Detail) |
12 Months Ended |
|---|---|
Dec. 31, 2015 | |
| 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 |
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) |
12 Months Ended | |
|---|---|---|
Feb. 10, 2012 |
Dec. 31, 2015 |
|
| Summary Of Accounting Policies [Line Items] | ||
| Impairment charges | $ 40,925 | $ 34,074,869 |
Purchase Consideration of Assets Acquired (Detail) |
1 Months Ended |
|---|---|
|
Mar. 31, 2011
USD ($)
| |
| 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 Assets Acquired (Parenthetical) (Detail) - USD ($) |
12 Months Ended | |
|---|---|---|
Mar. 15, 2011 |
Dec. 31, 2015 |
|
| Business Acquisition [Line Items] | ||
| Issuance of common stock for Shea Mining and Milling assets (in shares) | 35,000,000 | |
| Equity Issuances Per Share Amount | $ 0.89 | |
| Common stock issued, shares | 100,000 | |
| Issuance of common stock | $ 89,000 |
Final Purchase Price Allocation (Detail) - USD ($) |
Dec. 31, 2015 |
Dec. 31, 2014 |
|---|---|---|
| Schedule of Business Acquisitions, Purchase Price Allocation [Line Items] | ||
| Tonopah mine tailings | $ 24,888,252 | $ 24,888,252 |
| Tonopah dormant milling facility | 8,062,875 | 8,062,875 |
| Tonopah land | 1,760,000 | |
| Tonopah water rights | 348,300 | |
| Manhattan mine dumps | 100,000 | 100,000 |
| Total | $ 2,108,300 | $ 35,159,427 |
Asset Held For Sale - Additional Information (Detail) - USD ($) |
1 Months Ended | 12 Months Ended | |
|---|---|---|---|
Feb. 23, 2016 |
Dec. 31, 2015 |
Dec. 31, 2014 |
|
| Impairment of Long-Lived Assets to be Disposed of | $ 1,023,742 | $ 0 | |
| Assets Held-for-sale, Not Part of Disposal Group, Current, Total | 68,500 | $ 0 | |
| Disposal Group, Held-for-sale, Not Discontinued Operations | |||
| Impairment of Long-Lived Assets to be Disposed of | 1,023,772 | ||
| Assets Held-for-sale, Long Lived, Fair Value Disclosure | 996,643 | ||
| Assets Held-for-sale, Not Part of Disposal Group, Current, Total | $ 2,020,415 | ||
| Disposal Group, Held-for-sale, Not Discontinued Operations | Subsequent Event | Equipment | |||
| Assets Held-for-sale, Long Lived, Fair Value Disclosure | $ 222,597 | ||
| Proceeds from Sale of Property, Plant, and Equipment, Total | $ 56,500 | ||
Property, Plant, and Equipment - Additional Information (Detail) |
Dec. 31, 2015
a
|
|---|---|
| Construction Contracts [Member] | |
| Property, Plant and Equipment [Line Items] | |
| Area of Land | 21,875 |
Components of Property Plant and Equipment (Detail) - USD ($) |
Dec. 31, 2015 |
Dec. 31, 2014 |
|---|---|---|
| Property, Plant and Equipment [Line Items] | ||
| Equipment | $ 21,000 | $ 1,758,818 |
| Construction in Progress | 1,775,224 | 1,778,532 |
| Less accumulated depreciation | (21,000) | (17,613) |
| Net property, plant and equipment | $ 1,775,224 | $ 3,519,737 |
Summary Of Long Term Trade Payable (Detail) - USD ($) |
Dec. 31, 2015 |
Dec. 31, 2014 |
|---|---|---|
| Vendor agreement dated March 12, 2015 with monthly payments of $50,000 and zero interest | $ 928,143 | $ 0 |
| Less debt discount | 0 | 0 |
| Accounts Payable, Trade | 928,143 | 0 |
| Less extinguishment of debt | (928,143) | 0 |
| Totals | $ 0 | $ 0 |
Long-Term Trade Payable - Additional Information (Detail) - USD ($) |
1 Months Ended | ||
|---|---|---|---|
Mar. 12, 2015 |
Feb. 23, 2016 |
Dec. 31, 2015 |
|
| Disposal Group, Held-for-sale, Not Discontinued Operations | |||
| Assets Held-for-sale, Long Lived, Fair Value Disclosure | $ 996,643 | ||
| Disposal Group, Held-for-sale, Not Discontinued Operations | Subsequent Event | Equipment | |||
| Assets Held-for-sale, Long Lived, Fair Value Disclosure | $ 222,597 | ||
| Proceeds from Sale of Property, Plant, and Equipment, Total | $ 56,500 | ||
| Vendor | |||
| Debt Instrument, Periodic Payment, Interest | $ 0 | ||
| Debt Instrument, Periodic Payment, Principal | $ 50,000 |
Summary of Notes Payable to Related Party (Detail) - USD ($) |
Dec. 31, 2015 |
Dec. 31, 2014 |
Oct. 10, 2013 |
Jun. 13, 2011 |
|---|---|---|---|---|
| Related Party Transaction [Line Items] | ||||
| Promissory note issued on February 11, 2015, in the principal amount of up to $750,000 with tranches received as follows: $200,000 on February 11, 2015 and $48,000 on February 13, 2015; $50,000 on April 13, 2015; on July 31, 2015 $150,000; on October 20, 2015 $2,500; on October 29, 2015 $12,000; on November 4, 2015 $15,000 the note has a stated interest rate of 8%; with a maturity of 1 year from the date of the tranche. | $ 477,500 | $ 0 | $ 1,933,345 | $ 2,500,000 |
| Less discount | (11,577) | 0 | ||
| Totals | $ 465,923 | $ 0 |
Summary of Notes Payable to Related Party (Detail) (Parenthetical) - USD ($) |
1 Months Ended | |||||||
|---|---|---|---|---|---|---|---|---|
Nov. 04, 2015 |
Apr. 13, 2015 |
Feb. 11, 2015 |
Oct. 29, 2015 |
Oct. 20, 2015 |
Jul. 31, 2015 |
Feb. 13, 2015 |
Oct. 10, 2013 |
|
| Related Party Transaction [Line Items] | ||||||||
| Debt Instrument, Interest Rate, Stated Percentage | 8.00% | |||||||
| Promissory Note | ||||||||
| Related Party Transaction [Line Items] | ||||||||
| Debt Instrument, Issuance Date | Feb. 11, 2015 | |||||||
| Notes Payable, Related Parties | $ 750,000 | |||||||
| Proceeds from Issuance of Unsecured Debt | $ 15,000 | $ 50,000 | $ 200,000 | $ 12,000 | $ 2,500 | $ 150,000 | $ 48,000 | |
| Debt Instrument, Interest Rate, Stated Percentage | 8.00% | |||||||
| Debt Instrument, Maturity Date, Description | maturity of 1 year from the date of the tranche | |||||||
Promissory Notes Payable - Related Party - Additional Information (Detail) - USD ($) |
Feb. 11, 2015 |
Jul. 15, 2014 |
|---|---|---|
| Debt Instrument [Line Items] | ||
| Fair Value Assumptions, Exercise Price | $ 2.00 | |
| Fair Value Assumptions, Expected Volatility Rate | 75.00% | |
| Promissory Note | ||
| Debt Instrument [Line Items] | ||
| Warrants To Purchase Common Stock | 250,000 | |
| Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.23 | |
| Common Stock Fair Value Disclosure | $ 138,880 | |
| Fair Value Assumptions, Exercise Price | $ 1.25 | |
| Fair Value Assumptions, Expected Term | 7 years | |
| Fair Value Assumptions, Expected Volatility Rate | 291.00% | |
| Fair Value Assumptions Discount Rate | 1.83% |
Notes Payable - Additional Information (Detail) - USD ($) |
1 Months Ended | 12 Months Ended | |||
|---|---|---|---|---|---|
Oct. 10, 2013 |
Feb. 10, 2012 |
Feb. 28, 2014 |
Dec. 31, 2015 |
Dec. 31, 2014 |
|
| Debt Instrument [Line Items] | |||||
| Interest rate | 8.00% | ||||
| Convertible note, unregistered common stock issued | 237,118 | ||||
| Proceeds from Secured Notes Payable | $ 54,590 | $ 82,500 | |||
| Debt Instrument, Annual Principal Payment | $ 1,933,345 | ||||
| Debt Instrument, Maturity Date | Apr. 10, 2015 | ||||
| Senior Secured Convertible Promissory Note | |||||
| Debt Instrument [Line Items] | |||||
| Interest rate | 8.00% | ||||
| Proceeds from Secured Notes Payable | $ 2,500,000 | ||||
| Accrued Interest | |||||
| Debt Instrument [Line Items] | |||||
| Convertible note, conversion amount | $ 18,559 | ||||
| Principal Amount | |||||
| Debt Instrument [Line Items] | |||||
| Convertible note, conversion amount | $ 100,000 | ||||
Black-Scholes Pricing Model and Weighted Average Assumptions Used to Estimate Fair Value of Options (Detail) |
12 Months Ended | |
|---|---|---|
Dec. 31, 2015 |
Dec. 31, 2014 |
|
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
| Risk-free interest rate | 2.21% | |
| Expected volatility factor | 75.00% | |
| Expected dividend | 0.00% | 0.00% |
| Expected option term (years) | 7 years | |
| Maximum [Member] | ||
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
| Risk-free interest rate | 2.08% | |
| Expected volatility factor | 305.00% | |
| Expected option term (years) | 7 years | |
| Minimum [Member] | ||
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
| Risk-free interest rate | 0.084% | |
| Expected volatility factor | 185.00% | |
| Expected option term (years) | 3 years | |
Summary of Company's Stock Options (Detail) - $ / shares |
12 Months Ended | |
|---|---|---|
Dec. 31, 2015 |
Dec. 31, 2014 |
|
| Number of Options | ||
| Options outstanding | 34,131,842 | 32,750,842 |
| Granted | 17,500,000 | 4,000,000 |
| Canceled or expired | (16,555,619) | (2,337,000) |
| Exercised | 0 | (282,000) |
| Options outstanding | 35,076,223 | 34,131,842 |
| Weighted Average Exercise Price | ||
| Options outstanding | $ 0.99 | $ 0.88 |
| Granted | 0.90 | 1.71 |
| Canceled or expired | 0.92 | 0.79 |
| Exercised | 0 | 0.60 |
| Options outstanding | 0.90 | 0.99 |
| Weighted average fair value of options granted during the year | $ 0.90 | $ 0.94 |
Summary of Company's Nonvested Options (Detail) |
12 Months Ended |
|---|---|
|
Dec. 31, 2015
$ / shares
shares
| |
| Summary Of Company Nonvested Options [Line Items] | |
| Nonvested, Options, beginning of period | shares | 5,250,000 |
| Granted, Options | shares | 17,500,000 |
| Vested, Options | shares | (5,044,531) |
| Forfeited, Options | shares | (16,555,619) |
| Nonvested, Options, end of period | shares | 1,149,850 |
| Nonvested, Weighted Average Grant Date Fair Value, beginning of period | $ / shares | $ 0.24 |
| Granted, Weighted Average Grant Date Fair Value | $ / shares | 0.90 |
| Vested, Weighted Average Grant Date Fair Value | $ / shares | 0.90 |
| Forfeited, Weighted Average Grant Date Fair Value | $ / shares | 0.92 |
| Nonvested, Weighted Average Grant Date Fair Value, end of period | $ / shares | $ 0.90 |
Summary of Stock Warrants Outstanding (Detail) - $ / shares |
12 Months Ended | ||
|---|---|---|---|
Dec. 31, 2015 |
Dec. 31, 2014 |
Dec. 31, 2013 |
|
| Class of Warrant or Right Outstanding | |||
| Beginning Balance | 5,483,980 | 13,989,207 | |
| Granted | 400,000 | 150,000 | |
| Cancelled or expired | (728,340) | (1,630,000) | |
| Exercised | (140,000) | (7,025,227) | |
| Ending Balance | 5,015,640 | 5,483,980 | 13,989,207 |
| Warrants exercisable | 5,015,640 | ||
| Class of Warrant or Right Outstanding, Weighted Average Exercise Price | |||
| Beginning Balance | $ 0.79 | $ 0.67 | |
| Granted | 1.24 | 2.00 | |
| Cancelled or expired | 0.50 | 1.00 | |
| Exercised | 0.89 | 0.54 | |
| Ending Balance | 0.88 | 0.79 | $ 0.67 |
| Class of Warrant or Right Outstanding Exercise Price Range | |||
| Granted | 2 | ||
| Cancelled or expired | $ 0.5 | $ 1 | |
| Class of Warrant or Right Outstanding Weighted Average Remaining Contractual Life | |||
| Outstanding | 4 years 4 months 24 days | 4 years 9 months 18 days | 3 years 3 months 18 days |
| Minimum | |||
| Class of Warrant or Right Outstanding Exercise Price Range | |||
| Begining Balance | $ 0.20 | $ 0.20 | |
| Granted | 1.23 | ||
| Exercised | 0.25 | 0.25 | |
| Ending Balance | 0.20 | 0.20 | $ 0.20 |
| Maximum | |||
| Class of Warrant or Right Outstanding Exercise Price Range | |||
| Begining Balance | 2.00 | 1.00 | |
| Granted | 1.25 | ||
| Exercised | 0.89 | 1.00 | |
| Ending Balance | $ 2.00 | $ 2.00 | $ 1.00 |
Shareholders' Equity - Additional Information (Detail) - USD ($) |
1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Nov. 04, 2015 |
Jun. 04, 2015 |
Apr. 13, 2015 |
Feb. 11, 2015 |
Feb. 04, 2015 |
Jul. 15, 2014 |
Mar. 04, 2014 |
Nov. 13, 2013 |
Oct. 15, 2013 |
Oct. 10, 2013 |
Dec. 21, 2015 |
Oct. 29, 2015 |
Oct. 20, 2015 |
Jul. 31, 2015 |
Jul. 21, 2015 |
Jun. 11, 2015 |
Jun. 04, 2015 |
Apr. 24, 2015 |
Apr. 23, 2015 |
Mar. 02, 2015 |
Feb. 13, 2015 |
Feb. 04, 2015 |
Jan. 16, 2015 |
Nov. 30, 2014 |
Jun. 18, 2014 |
Apr. 22, 2014 |
Feb. 28, 2014 |
Feb. 13, 2014 |
Jan. 31, 2014 |
Jan. 27, 2014 |
Jan. 17, 2014 |
Jan. 26, 2011 |
Jan. 21, 2011 |
Mar. 22, 2010 |
Mar. 31, 2015 |
Dec. 31, 2015 |
Dec. 31, 2014 |
Dec. 31, 2013 |
Mar. 15, 2011 |
Jan. 27, 2011 |
Jan. 25, 2011 |
|
| Stockholders Equity Note [Line Items] | |||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock (in shares) | 100,000 | ||||||||||||||||||||||||||||||||||||||||
| Stock Incentive Plan, option expiration term | 10 years | ||||||||||||||||||||||||||||||||||||||||
| Compensation expense impact on earnings | $ 0.10 | $ 0.13 | |||||||||||||||||||||||||||||||||||||||
| Unrecognized share based compensation Expense | $ 0 | ||||||||||||||||||||||||||||||||||||||||
| Guarantor Obligations, Liquidation Proceeds, Monetary Amount | $ 50,000,000 | ||||||||||||||||||||||||||||||||||||||||
| Convertible note, unregistered common stock issued | 237,118 | ||||||||||||||||||||||||||||||||||||||||
| Debt Conversion, Converted Instrument, Amount | $ 100,000 | $ 100,000 | |||||||||||||||||||||||||||||||||||||||
| Common Stock Shares Authorized | 500,000,000 | 500,000,000 | |||||||||||||||||||||||||||||||||||||||
| Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 750,000 | ||||||||||||||||||||||||||||||||||||||||
| Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.90 | $ 1.71 | |||||||||||||||||||||||||||||||||||||||
| Class of Warrant purchase exercised | 150,000 | ||||||||||||||||||||||||||||||||||||||||
| Fair value assumptions, risk free interest rate | 0.98% | ||||||||||||||||||||||||||||||||||||||||
| Fair value assumptions, expected volatility rate | 75.00% | ||||||||||||||||||||||||||||||||||||||||
| Aggregate intrinsic value | $ 5,165,640 | $ 5,483,980 | |||||||||||||||||||||||||||||||||||||||
| Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value | 0 | 1,301,875 | |||||||||||||||||||||||||||||||||||||||
| Debt Conversion Converted Instrument Interest | $ 18,559 | ||||||||||||||||||||||||||||||||||||||||
| Gains (Losses) on Extinguishment of Debt | (150,000) | (1,106,487) | |||||||||||||||||||||||||||||||||||||||
| Stock Issued During Period, Shares, Issued for Services | 50,000 | ||||||||||||||||||||||||||||||||||||||||
| Loss On Settlement Of Debt | $ 147,468 | $ 150,000 | $ 1,106,487 | ||||||||||||||||||||||||||||||||||||||
| Fair Value Assumptions, Exercise Price | $ 2.00 | ||||||||||||||||||||||||||||||||||||||||
| Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period, Total | 16,555,619 | 2,337,000 | |||||||||||||||||||||||||||||||||||||||
| Non Cash Gain Loss On Extinguishment Of Debt | $ 10,608,577 | $ 12,798,786 | |||||||||||||||||||||||||||||||||||||||
| Class Of Warrant Or Right Exercised In Period | 140,000 | 7,025,227 | |||||||||||||||||||||||||||||||||||||||
| Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ 0 | $ 0.60 | |||||||||||||||||||||||||||||||||||||||
| Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures, Total | 17,500,000 | 4,000,000 | |||||||||||||||||||||||||||||||||||||||
| Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 0.90 | $ 0.94 | |||||||||||||||||||||||||||||||||||||||
| Stock Issued During Period, Shares, Restricted Stock Award, Gross | 27,000,000 | 250,000 | |||||||||||||||||||||||||||||||||||||||
| Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||||||||||||||||||||||||||||||||||||||
| Proceeds from Issuance of Common Stock | $ 40,000 | $ 0 | |||||||||||||||||||||||||||||||||||||||
| Stock Issued During Period, Value, Restricted Stock Award, Gross | $ 50,000 | ||||||||||||||||||||||||||||||||||||||||
| Warrant Exercise | |||||||||||||||||||||||||||||||||||||||||
| Stockholders Equity Note [Line Items] | |||||||||||||||||||||||||||||||||||||||||
| Stock Issued During Period, Value, Stock Options Exercised | $ 3,790,197 | ||||||||||||||||||||||||||||||||||||||||
| Legal Advisor [Member] | |||||||||||||||||||||||||||||||||||||||||
| Stockholders Equity Note [Line Items] | |||||||||||||||||||||||||||||||||||||||||
| Stock Issued During Period, Shares, Share-based Compensation, Gross | 250,000 | ||||||||||||||||||||||||||||||||||||||||
| Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 1.67 | ||||||||||||||||||||||||||||||||||||||||
| 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 | ||||||||||||||||||||||||||||||||||||||||
| Pure Path Management Company [Member] | |||||||||||||||||||||||||||||||||||||||||
| Stockholders Equity Note [Line Items] | |||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock (in shares) | 27,000,000 | ||||||||||||||||||||||||||||||||||||||||
| Debt Conversion, Converted Instrument, Amount | $ 54,590 | $ 54,590 | |||||||||||||||||||||||||||||||||||||||
| Employee Stock Option | |||||||||||||||||||||||||||||||||||||||||
| Stockholders Equity Note [Line Items] | |||||||||||||||||||||||||||||||||||||||||
| Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 2,250,000 | ||||||||||||||||||||||||||||||||||||||||
| Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 1.15 | ||||||||||||||||||||||||||||||||||||||||
| Description for options exercisable One | 100,000 vested on the Date of Grant | 750,000 shall vest on the Date of Grant | |||||||||||||||||||||||||||||||||||||||
| Description for options exercisable two | 150,000 vested on July 24, 2015 | (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. | |||||||||||||||||||||||||||||||||||||||
| Share Based Compensation Arrangement By Share Based Payment Award Additional Shares Issued In Period | 7,000,000 | ||||||||||||||||||||||||||||||||||||||||
| Share Based Compensation Arrangement By Share Based Payment Award Additional Shares exercise price | $ 1.00 | ||||||||||||||||||||||||||||||||||||||||
| Description For Options Exercisable Three | 250,000 shall vest on each of the following dates: October 24, 2015, January 24, 2016 and April 24, 2016 | ||||||||||||||||||||||||||||||||||||||||
| Description For Options Exercisable Four | 750,000 shall vest on achievement of certain performance objectives of tonnage and gold ore concentrate | ||||||||||||||||||||||||||||||||||||||||
| Description For Options Exercisable Five | 750,000 shall vest on achievement of certain performance objectives based on earnings before interest, taxes, depreciation and amortization | ||||||||||||||||||||||||||||||||||||||||
| Reduction in Stock Compensation Cost | $ 173,252 | ||||||||||||||||||||||||||||||||||||||||
| 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 | ||||||||||||||||||||||||||||||||||||||||
| 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 | ||||||||||||||||||||||||||||||||||||||||
| 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 | ||||||||||||||||||||||||||||||||||||||||
| John Ryan [Member] | |||||||||||||||||||||||||||||||||||||||||
| Stockholders Equity Note [Line Items] | |||||||||||||||||||||||||||||||||||||||||
| Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 2,500,000 | ||||||||||||||||||||||||||||||||||||||||
| Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.92 | ||||||||||||||||||||||||||||||||||||||||
| Reduction in Stock Compensation Cost | $ 477,918 | ||||||||||||||||||||||||||||||||||||||||
| Thomas Loucks [Member] | |||||||||||||||||||||||||||||||||||||||||
| Stockholders Equity Note [Line Items] | |||||||||||||||||||||||||||||||||||||||||
| Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 2,500,000 | 2,500,000 | |||||||||||||||||||||||||||||||||||||||
| Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.90 | $ 0.90 | |||||||||||||||||||||||||||||||||||||||
| Description for options exercisable One | 500,000 shall vest on the Date of Grant | ||||||||||||||||||||||||||||||||||||||||
| Description for options exercisable two | 500,000 shall vest on each of the following dates: December 4, 2015, June 4, 2016, December 4, 2016 and June 4, 2017 | ||||||||||||||||||||||||||||||||||||||||
| Reduction in Stock Compensation Cost | $ 620,014 | ||||||||||||||||||||||||||||||||||||||||
| Bobby E Cooper [Member] | |||||||||||||||||||||||||||||||||||||||||
| Stockholders Equity Note [Line Items] | |||||||||||||||||||||||||||||||||||||||||
| Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 2,500,000 | ||||||||||||||||||||||||||||||||||||||||
| Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.80 | ||||||||||||||||||||||||||||||||||||||||
| Description for options exercisable One | 500,000 shall vest on the Date of Grant | ||||||||||||||||||||||||||||||||||||||||
| Description for options exercisable two | 500,000 shall vest on each of the following dates: December 11, 2015, June 11, 2016, December 11, 2016 and June 11, 2017. | ||||||||||||||||||||||||||||||||||||||||
| Reduction in Stock Compensation Cost | $ 554,620 | ||||||||||||||||||||||||||||||||||||||||
| 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 | ||||||||||||||||||||||||||||||||||||||||
| 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 | ||||||||||||||||||||||||||||||||||||||||
| 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, Grants in Period, Gross | 400,000 | ||||||||||||||||||||||||||||||||||||||||
| 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 | ||||||||||||||||||||||||||||||||||||||||
| 2014 Stock Option Plan | EAS Advisors, LLC | |||||||||||||||||||||||||||||||||||||||||
| Stockholders Equity Note [Line Items] | |||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock (in shares) | 2,000,000 | ||||||||||||||||||||||||||||||||||||||||
| 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 | 250,000 | 1,000,000 | |||||||||||||||||||||||||||||||||||||||
| Fair value of warrant | $ 1,398,584 | ||||||||||||||||||||||||||||||||||||||||
| Restricted Stock | |||||||||||||||||||||||||||||||||||||||||
| Stockholders Equity Note [Line Items] | |||||||||||||||||||||||||||||||||||||||||
| Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 4,000,000 | ||||||||||||||||||||||||||||||||||||||||
| Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 0.013 | ||||||||||||||||||||||||||||||||||||||||
| Proceeds from Issuance of Common Stock | $ 40,000 | ||||||||||||||||||||||||||||||||||||||||
| 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 | $ 0.28125 | ||||||||||||||||||||||||||||||||||||||||
| Debt Settlement Agreement | Restricted Stock | |||||||||||||||||||||||||||||||||||||||||
| Stockholders Equity Note [Line Items] | |||||||||||||||||||||||||||||||||||||||||
| Convertible note, unregistered common stock issued | 200,000 | 112,360 | 300,000 | 387,820 | |||||||||||||||||||||||||||||||||||||
| Debt Conversion, Converted Instrument, Amount | $ 100,000 | $ 100,000 | $ 458,250 | $ 273,910 | |||||||||||||||||||||||||||||||||||||
| Gains (Losses) on Extinguishment of Debt | $ 21,750 | ||||||||||||||||||||||||||||||||||||||||
| Warrant | |||||||||||||||||||||||||||||||||||||||||
| Stockholders Equity Note [Line Items] | |||||||||||||||||||||||||||||||||||||||||
| Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 3,790,197 | ||||||||||||||||||||||||||||||||||||||||
| Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 40,000 | 40,000 | 100,000 | 100,000 | |||||||||||||||||||||||||||||||||||||
| Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.89 | $ 0.89 | $ 0.89 | $ 0.89 | |||||||||||||||||||||||||||||||||||||
| Class Of Warrant Or Right Exercised In Period | 7,025,227 | ||||||||||||||||||||||||||||||||||||||||
| Stock Issued During Period, Value, Stock Options Exercised | $ 35,600 | $ 35,600 | $ 89,000 | $ 89,000 | |||||||||||||||||||||||||||||||||||||
| 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 | $ 1.00 | ||||||||||||||||||||||||||||||||||||||||
| Minimum | |||||||||||||||||||||||||||||||||||||||||
| Stockholders Equity Note [Line Items] | |||||||||||||||||||||||||||||||||||||||||
| Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.20 | 0.20 | $ 0.20 | ||||||||||||||||||||||||||||||||||||||
| Minimum | 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, Weighted Average Grant Date Fair Value | 0.75 | ||||||||||||||||||||||||||||||||||||||||
| Minimum | 2010 Stock Incentive Plan | |||||||||||||||||||||||||||||||||||||||||
| Stockholders Equity Note [Line Items] | |||||||||||||||||||||||||||||||||||||||||
| Stock Incentive Plan, shares available to be granted | 3,000,000 | 13,500,000 | |||||||||||||||||||||||||||||||||||||||
| Maximum | |||||||||||||||||||||||||||||||||||||||||
| Stockholders Equity Note [Line Items] | |||||||||||||||||||||||||||||||||||||||||
| Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2.00 | $ 2.00 | $ 1.00 | ||||||||||||||||||||||||||||||||||||||
| Maximum | 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, Weighted Average Grant Date Fair Value | $ 1.67 | ||||||||||||||||||||||||||||||||||||||||
| Maximum | 2010 Stock Incentive Plan | |||||||||||||||||||||||||||||||||||||||||
| Stockholders Equity Note [Line Items] | |||||||||||||||||||||||||||||||||||||||||
| Stock Incentive Plan, shares available to be granted | 13,500,000 | 14,500,000 | |||||||||||||||||||||||||||||||||||||||
| Promissory Note | |||||||||||||||||||||||||||||||||||||||||
| Stockholders Equity Note [Line Items] | |||||||||||||||||||||||||||||||||||||||||
| Warrants To Purchase Common Stock | 250,000 | ||||||||||||||||||||||||||||||||||||||||
| Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||||||||||||||||||||||||||||||||||||||
| Notes Payable, Related Parties | $ 750,000 | ||||||||||||||||||||||||||||||||||||||||
| Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.23 | ||||||||||||||||||||||||||||||||||||||||
| Proceeds from Issuance of Unsecured Debt | $ 15,000 | $ 50,000 | $ 200,000 | $ 12,000 | $ 2,500 | $ 150,000 | $ 48,000 | ||||||||||||||||||||||||||||||||||
| 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 | ||||||||||||||||||||||||||||||||||||||||
| Shea Exchange Agreement | |||||||||||||||||||||||||||||||||||||||||
| Stockholders Equity Note [Line Items] | |||||||||||||||||||||||||||||||||||||||||
| Wits Basin common stock exchanged for preferred shares | 19,713,544 | ||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock (in shares) | 10,000,000 | ||||||||||||||||||||||||||||||||||||||||
| Share Price | $ 1.00 | ||||||||||||||||||||||||||||||||||||||||
| Preferred Stock, Par or Stated Value Per Share | $ 0.001 | ||||||||||||||||||||||||||||||||||||||||
| 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 | ||||||||||||||||||||||||||||||||||||||||
LEGAL MATTERS- Additional Information (Detail) - USD ($) |
1 Months Ended | 12 Months Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
Jan. 15, 2016 |
Jul. 15, 2014 |
Oct. 10, 2013 |
Sep. 02, 2011 |
Apr. 05, 2011 |
Jan. 22, 2016 |
Nov. 23, 2015 |
Aug. 28, 2015 |
Jul. 31, 2015 |
Dec. 31, 2015 |
Dec. 31, 2014 |
|
| Stock Issued During Period, Shares, Restricted Stock Award, Gross | 27,000,000 | 250,000 | |||||||||
| Loss Contingency, Accrual, Current | $ 2,658,000 | $ 0 | |||||||||
| Litigation Settlement, Expense | $ 2,658,750 | $ 0 | |||||||||
| Fair Value Assumptions, Exercise Price | $ 2.00 | ||||||||||
| Fair Value Assumptions, Expected Volatility Rate | 75.00% | ||||||||||
| Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||||||||
| Convertible Promissory Note Due In April [Member] | |||||||||||
| Loss Contingency, Damages Sought, Value | $ 50,000 | ||||||||||
| Debt Instrument, Interest Rate, Stated Percentage | 6.00% | ||||||||||
| Convertible Promissory Note Due In September [Member] | |||||||||||
| Loss Contingency, Damages Sought, Value | $ 25,000 | ||||||||||
| Debt Instrument, Interest Rate, Stated Percentage | 6.00% | ||||||||||
| Warrant [Member] | |||||||||||
| Fair Value Assumptions, Expected Volatility Rate | 206.00% | ||||||||||
| Fair Value Assumptions Discount Rate | 1.11% | ||||||||||
| Stephen E. Flechner v. Standard Metals Processing, Inc. [Member] | |||||||||||
| Loss Contingency, Damages Awarded, Value | $ 2,157,000 | ||||||||||
| Loss contingency, Interest Payable | 235,246 | ||||||||||
| Loss contingency, Interest Accrual Rate | 472.76 | ||||||||||
| Loss Contingency, Accrual, Current | 450,000 | ||||||||||
| Loss Contingency Accrual, Beginning Balance | $ 250,000 | ||||||||||
| Midwest Investment Partners, LLC v. Standard Gold Holdings, Inc [Member] | |||||||||||
| Loss Contingency, Damages Sought, Value | $ 130,000 | ||||||||||
| Blair Mielke [Member] | |||||||||||
| Stock Issued During Period, Shares, Restricted Stock Award, Gross | 25,000 | ||||||||||
| Wits Basin Precious Minerals Inc [Member] | Subsequent Event [Member] | |||||||||||
| Litigation Settlement, Expense | $ 14,665 | $ 14,665 | |||||||||
| Payments for Legal Settlements | 7,350 | ||||||||||
| Common Stock Fair Value Disclosure | $ 62,335 | ||||||||||
| Fair Value Assumptions, Exercise Price | $ 0.06 | ||||||||||
| Fair Value Assumptions, Expected Term | 3 years | ||||||||||
| Wits Basin Precious Minerals Inc [Member] | Subsequent Event [Member] | Exercise Price Range1 [Member] | |||||||||||
| Warrants To Purchase Common Stock | 630,000 | ||||||||||
| Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.70 | ||||||||||
| Wits Basin Precious Minerals Inc [Member] | Subsequent Event [Member] | Exercise Price Range2 [Member] | |||||||||||
| Warrants To Purchase Common Stock | 630,000 | ||||||||||
| Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.30 | ||||||||||
Related Party Transactions - Additional Information (Detail) - USD ($) |
1 Months Ended | 12 Months Ended | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Nov. 04, 2015 |
Apr. 13, 2015 |
Feb. 11, 2015 |
Feb. 04, 2015 |
Oct. 10, 2013 |
Oct. 29, 2015 |
Oct. 20, 2015 |
Jul. 31, 2015 |
Feb. 13, 2015 |
Feb. 04, 2015 |
Jan. 26, 2011 |
Dec. 31, 2015 |
Dec. 31, 2014 |
Jun. 13, 2011 |
|
| Related Party Transaction [Line Items] | ||||||||||||||
| Convertible notes, interest rate | 8.00% | |||||||||||||
| Debt instrument, face amount | $ 1,933,345 | $ 477,500 | $ 0 | $ 2,500,000 | ||||||||||
| Debt conversion, converted instrument, amount | $ 100,000 | $ 100,000 | ||||||||||||
| Common stock issued, shares | 100,000 | |||||||||||||
| Stock Issued During Period, Value, New Issues | $ 89,000 | |||||||||||||
| Settlement liabilities | 1,500,000 | |||||||||||||
| Consultancy Fee | ||||||||||||||
| Related Party Transaction [Line Items] | ||||||||||||||
| Related Party Transaction, Amounts of Transaction | 1,150,000 | |||||||||||||
| Tina Gregerson Director | ||||||||||||||
| 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 | $ 15,000 | $ 50,000 | $ 200,000 | $ 12,000 | $ 2,500 | $ 150,000 | $ 48,000 | |||||||
| Common shares issuable upon exercise price of warrants or rights | $ 1.23 | |||||||||||||
| Pure Path Management Company | ||||||||||||||
| Related Party Transaction [Line Items] | ||||||||||||||
| Debt instrument, face amount | $ 2,500,000 | |||||||||||||
| Debt conversion, converted instrument, amount | $ 54,590 | $ 54,590 | ||||||||||||
| Common stock issued, shares | 27,000,000 | |||||||||||||
| Equity Method Investment, Ownership Percentage | 20.69% | |||||||||||||
| 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 Capital Management Company LLC | ||||||||||||||
| Related Party Transaction [Line Items] | ||||||||||||||
| Common stock issued, shares | 27,000,000 | |||||||||||||
Components of Income Tax Expense (Detail) - USD ($) |
12 Months Ended | |
|---|---|---|
Dec. 31, 2015 |
Dec. 31, 2014 |
|
| Schedule Of Income Taxes [Line Items] | ||
| Current tax provision | $ 0 | $ 0 |
| Deferred tax benefit | (16,853,000) | (5,519,000) |
| Valuation allowance | 16,853,000 | 5,519,000 |
| Total income tax provision | $ 0 | $ 0 |
Reconciliations between Statutory Rate and Effective Tax Rate (Detail) |
12 Months Ended | |
|---|---|---|
Dec. 31, 2015 |
Dec. 31, 2014 |
|
| 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 and Liabilities (Detail) - USD ($) |
Dec. 31, 2015 |
Dec. 31, 2014 |
|---|---|---|
| Deferred tax assets: | ||
| Net operating loss carryforwards | $ 10,978,000 | $ 9,093,000 |
| Impairment of assets | 11,310,000 | 0 |
| Stock based compensation | 3,607,000 | 0 |
| Loss on settlement of debt | 51,000 | 0 |
| Total deferred tax asset | 25,946,000 | 9,093,000 |
| Valuation allowance | (25,946,000) | (9,093,000) |
| Deferred tax assets, net of valuation allowance | $ 0 | $ 0 |
Income Taxes - Additional Information (Detail) |
12 Months Ended |
|---|---|
|
Dec. 31, 2015
USD ($)
| |
| Schedule Of Income Taxes [Line Items] | |
| Operating loss carryforwards | $ 32,290,000 |
| Operating loss carryforwards, limitations on use | 1,000,000 annually |
| Valuation allowance, deferred tax asset, change in amount | $ 16,853,000 |
| Operating loss carry forwards expiration period | 2028 |
Earnings (Loss) Per Share - Additional Information (Detail) - shares |
12 Months Ended | |
|---|---|---|
Dec. 31, 2015 |
Dec. 31, 2014 |
|
| Stock Option | ||
| Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
| Antidilutive securities excluded from computation of EPS | 35,076,223 | 35,604,540 |
| Warrant | ||
| Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
| Antidilutive securities excluded from computation of EPS | 5,165,640 | 9,654,908 |
Commitments and Contingencies - Additional Information (Detail) - USD ($) |
1 Months Ended | 12 Months Ended | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 04, 2015 |
Jun. 10, 2014 |
Nov. 13, 2013 |
Jul. 21, 2015 |
Jun. 11, 2015 |
Jun. 04, 2015 |
Apr. 24, 2015 |
Mar. 27, 2015 |
Jan. 16, 2015 |
Dec. 31, 2015 |
Dec. 31, 2014 |
Dec. 31, 2013 |
|
| Commitments and Contingencies Disclosure [Line Items] | ||||||||||||
| Share-based compensation arrangement by share-based payment award, options, outstanding, number, beginning balance | 35,076,223 | 34,131,842 | 32,750,842 | |||||||||
| Share-based compensation arrangement by share-based payment award, options, outstanding, weighted average exercise price, beginning balance | $ 0.90 | $ 0.99 | $ 0.88 | |||||||||
| Share-based compensation arrangement by share-based payment award, options, grants in period, gross | 750,000 | |||||||||||
| Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.90 | $ 1.71 | ||||||||||
| Jonathan Spier | ||||||||||||
| Commitments and Contingencies Disclosure [Line Items] | ||||||||||||
| Share-based compensation arrangement by share-based payment award, options, grants in period, gross | 7,000,000 | 2,250,000 | ||||||||||
| Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 1.00 | $ 1.15 | ||||||||||
| 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. | |||||||||||
| Monthly Compensation | $ 12,500 | $ 1 | ||||||||||
| John Ryan | ||||||||||||
| Commitments and Contingencies Disclosure [Line Items] | ||||||||||||
| Share-based compensation arrangement by share-based payment award, options, grants in period, gross | 2,500,000 | |||||||||||
| Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.92 | |||||||||||
| Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | (i) Five Hundred Thousand (500,000) shall vest on the Date of Grant; (ii) Five Hundred Thousand (500,000) shall vest December 4, 2015; (iii) Five Hundred Thousand (500,000) shall vest June 4, 2016; (iv) Five Hundred Thousand (500,000) shall vest December 4, 2016; and (v) Five Hundred Thousand (500,000) shall vest June 4, 2016. | (i) 100,000 vested on the Date of Grant; (ii) 150,000 vested on July 24, 2015, (iii) 250,000 shall vest on each of the following dates: October 24, 2015, January 24, 2016 and April 24, 2016, (iv) 750,000 shall vest on achievement of certain performance objectives of tonnage and gold ore concentrate (v) 750,000 shall vest on achievement of certain performance objectives based on earnings before interest, taxes, depreciation and amortization. | ||||||||||
| Thomas Loucks | ||||||||||||
| Commitments and Contingencies Disclosure [Line Items] | ||||||||||||
| Share-based compensation arrangement by share-based payment award, options, grants in period, gross | 2,500,000 | 2,500,000 | ||||||||||
| Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.90 | $ 0.90 | ||||||||||
| Bobby Cooper | ||||||||||||
| Commitments and Contingencies Disclosure [Line Items] | ||||||||||||
| Share-based compensation arrangement by share-based payment award, options, grants in period, gross | 2,500,000 | |||||||||||
| Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.80 | |||||||||||
| Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | The options shall vest and become exercisable as follows: (i) Five Hundred Thousand (500,000) shall vest on the Date of Grant; (ii) Five Hundred Thousand (500,000) shall vest December 11, 2015; (iii) Five Hundred Thousand (500,000) shall vest June 11, 2016; (iv) Five Hundred Thousand (500,000) shall vest December 11, 2016; and (v) Five Hundred Thousand (500,000) shall vest June 11, 2016. | |||||||||||
| Monthly Payment | Chief Financial Officer | ||||||||||||
| Commitments and Contingencies Disclosure [Line Items] | ||||||||||||
| Base salary | $ 1,000 | |||||||||||
| Executive Employment Agreements | Ms.Ullman | ||||||||||||
| Commitments and Contingencies Disclosure [Line Items] | ||||||||||||
| Salaries, wages and officers compensation | $ 25,000 | |||||||||||
| 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 | Ms.Ullman | ||||||||||||
| 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 | Ms.Ullman | ||||||||||||
| Commitments and Contingencies Disclosure [Line Items] | ||||||||||||
| Share-based compensation arrangement by share-based payment award, options, vested, number of shares | 1,500,000 | |||||||||||
Subsequent Events - Additional Information (Detail) - USD ($) |
1 Months Ended | 12 Months Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
Jan. 15, 2016 |
Feb. 11, 2015 |
Jan. 22, 2016 |
Dec. 31, 2015 |
Dec. 31, 2014 |
Mar. 29, 2016 |
Mar. 17, 2016 |
Feb. 23, 2016 |
Feb. 02, 2016 |
Oct. 10, 2013 |
Jun. 13, 2011 |
|
| Subsequent Event [Line Items] | |||||||||||
| Debt Instrument, Face Amount | $ 477,500 | $ 0 | $ 1,933,345 | $ 2,500,000 | |||||||
| Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||||||||
| Litigation Settlement, Expense | $ 2,658,750 | $ 0 | |||||||||
| Convertible Notes Payable [Member] | |||||||||||
| Subsequent Event [Line Items] | |||||||||||
| Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.23 | ||||||||||
| Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||||||||
| Warrants To Purchase Common Stock | 250,000 | ||||||||||
| Subsequent Event | Auction Sale [Member] | |||||||||||
| Subsequent Event [Line Items] | |||||||||||
| Assets Held-for-sale, Long Lived, Fair Value Disclosure | $ 222,597 | ||||||||||
| Subsequent Event | Wits Basin Precious Minerals Inc [Member] | |||||||||||
| Subsequent Event [Line Items] | |||||||||||
| WarrantsExpirationDate | Dec. 31, 2018 | ||||||||||
| Litigation Settlement, Expense | $ 14,665 | $ 14,665 | |||||||||
| Subsequent Event | Wits Basin Precious Minerals Inc [Member] | 0.70 [Member] | |||||||||||
| Subsequent Event [Line Items] | |||||||||||
| Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.70 | ||||||||||
| Warrants To Purchase Common Stock | 630,000 | ||||||||||
| Subsequent Event | Wits Basin Precious Minerals Inc [Member] | 0.30 [Member] | |||||||||||
| Subsequent Event [Line Items] | |||||||||||
| Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.30 | ||||||||||
| Warrants To Purchase Common Stock | 630,000 | ||||||||||
| Subsequent Event | Convertible Notes Payable [Member] | |||||||||||
| Subsequent Event [Line Items] | |||||||||||
| Debt Instrument, Face Amount | $ 75,000 | $ 30,000 | $ 55,000 | ||||||||
| Debt Instrument, Interest Rate, Stated Percentage | 8.00% | 8.00% | 8.00% | ||||||||
| Debt Instrument, Convertible, Conversion Price | $ 0.05 | $ 0.05 | $ 0.021 | ||||||||
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