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Acquisition of Tournigan USA, Inc.
12 Months Ended
Jan. 31, 2012
Acquisition of Tournigan USA, Inc. [Abstract]  
Acquisition of Tournigan USA, Inc. [Text Block]

Note 4.  Acquisition of Tournigan USA, Inc.

 

On February 27, 2009, the Company completed the acquisition of 100% of the common shares of Tournigan USA, Inc (TUSA), a wholly owned subsidiary of Tournigan Energy, Ltd. (Tournigan Energy). As consideration for this transaction, the Company issued Tournigan Energy an interest-free promissory note in the amount of $325,327. In addition, the Company agreed to secure the release of, or reimburse Tournigan Energy for, the existing reclamation bonds on the properties in the amount of $930,000, less any applicable reclamation costs. The Company granted Tournigan Energy a 30% carried interest on each of the existing properties up to the completion of a feasibility study for any project encompassing any of these properties. At that point, Tournigan Energy could elect to convert its interest into a 30% contributing working interest or allow its interest to dilute to a 5% net profits interest.

 

Peter Bojtos, who was then President, CEO and Chairman of the Board of Fisher-Watt, declared his interest in this transaction as he was also a director of Tournigan Energy.

 

The transaction described above relating to the acquisition of TUSA was accounted for as a business combination in accordance with SFAS No. 141R (ASC Topic 805). A summary of the transaction is presented below:

Fair value of net tangible assets acquired:         

                         

 

Fair value of net tangible assets acquired:

 

 

Cash

 

$12,829

Accrued interests receivable

 

3,202

Restricted deposits

 

930,000

Accounts payable

 

(204)

Asset retirement obligation

 

(52,000)

Acquired net assets (100%)

 

893,82

 

 

 

Purchase Price:

 

 

Promissory note payable

 

$325,327

Due to Tournigan Energy, Ltd., net

 

878,000

 

 

 

Total

 

$1,203,327

 

 

 

Mineral rights

 

$309,500

 

 
 

The results of the operations of TUSA have been included in the results of operations of the Company for the period from February 28, 2009. Had the acquisition taken place on February 1, 2009, the results of operations for the year ended January 31, 2010 would have been:

 

Revenue

 

 $6,346

Net loss

 

(808,957)

Net loss per share

 

  (0.01)

 

Subsequent to the acquisition of TUSA, the Company evaluated its new holdings, and determined that the carrying value of the mineral rights exceeded their net realizable value.  Accordingly, the Company recorded an impairment charge of $309,500 for the year ended January 31, 2010.