Subsequent Events

9 Months Ended

Sep. 30, 2015

Subsequent Events [Abstract]

Subsequent Events

13. SUBSEQUENT EVENTS

Anatolia Loan

On October 23, 2015 the Company transferred AUD292,000 ($214,330) to Anatolia in accordance with the Anatolia Loan. This represents the final tranche available under the Anatolia Loan.

Anatolia Securityholder Approval, Subsequent Court Approval and Completion of the Merger

On October 9, 2015 the Anatolia securityholders approved the Merger and on October 23, 2015, the Federal Court of Australia granted orders approving the Australian schemes of arrangement.

Following customary Australian regulatory approvals, the Company closed the Merger on November 9, 2015, pursuant to which the Company acquired all of the issued and outstanding securities of Anatolia by way of the Merger, with Anatolia surviving as a wholly owned subsidiary of the Company. In connection with the Merger, each share of Anatolia common stock issued and outstanding as of 7:00 p.m. on October 30, 2015, Australian Western Daylight Time, (the “Record Date”) was converted to 0.06579 shares of common stock, par value $0.001 per share, of the Company. The Company issued 20,516,696 total shares of the Company’s common stock upon closing. Pursuant to the terms of the Merger, Anatolia’s listed and unlisted options outstanding as of the Record Date were assumed by the Company and converted into options to purchase shares of the Company’s common stock on substantially the same terms and conditions as were applicable to such Anatolia listed and unlisted options, with appropriate adjustments based upon the fair value of the listed and unlisted options as determined using the Black-Scholes method. As a result of the completion of the Merger, the Company owns 100% of the outstanding securities of Anatolia.

The Company will account for the transaction as a business combination using the acquisition method of accounting. Due to the limited time between the acquisition date and the filing of this Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, the initial purchase accounting has not been completed. As such, it is not practicable for the Company to disclose: (i) the allocation of purchase price to assets acquired and liabilities assumed, and (ii) pro forma revenues and earnings of the combined company for the quarter ended September 30, 2015. The Company will provide this information in its Annual Report on Form 10-K for the year ended December 31, 2015. There are $1,014,555 and $1,889,976 in acquisition-related costs included in general and administrative expenses for the three- and nine-month periods ending September 30, 2015, respectively. In addition, upon closing of the Merger, the Anatolia Loan became an amount outstanding between the Company and its wholly-owned subsidiary and was eliminated as an intercompany transaction upon consolidation.

Binding Letter of Intent to Sell the Churchrock and Crownpoint Properties

On November 9, 2015, the Company entered into a Letter of Intent (“LOI”) with Laramide Resources for the sale of the Churchrock and Crownpoint properties in New Mexico. Under the terms of the LOI, the Company and certain of its subsidiaries have agreed, subject to the execution of definitive documentation, to transfer ownership of the Company’s Churchrock and Crownpoint properties, including the Churchrock properties recently received from EFI, to Laramide Resources or its subsidiaries. In exchange, the Company will receive the following from Laramide Resources at closing:

● Cash in the amount of $5,250,000 ;

● A note receivable in the amount of $7,250,000 payable in three equal installments over the next three years; and

● Laramide Resources will assume any liabilities related to reclamation and remediation on the subject lands

Definitive documentation on the terms above is expected to be executed in the fourth quarter of 2015 with closing of the transaction expected to occur during the first half of 2016, subject to customary conditions, including applicable regulatory approvals.