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Related Party Transactions
12 Months Ended
Dec. 31, 2016
Related Party Transactions  
Related Party Transactions Disclosure

23.Related Party Transactions

 

The following sets forth information regarding transactions between the Company (and its subsidiaries) and its officers, directors and significant stockholders. 

 

Sale of Equipment:

 

On August 8, 2016, the Company sold certain mining equipment to Minera Indé, an indirect subsidiary of Sentient, for $687,000 (see Note 8), in a transaction approved by the Company’s Audit Committee and Board of Directors. The equipment had a net book value of $27,000 resulting in a gain of $660,000. The gain is included in “Other operating income, net” in the accompanying Consolidated Statements of Operations and Comprehensive Loss.  At the time of the sale and at December 31, 2016 Sentient held approximately 47% of the Company’s 88.9 million shares of issued and outstanding common stock. The equipment sold was excess equipment held at the Company’s Velardeña Properties that the Company does not expect to use. The Company used a third party consultant with experience in the used mining equipment market in Mexico to determine a fair value. The Company believes the price paid was at least equal to the fair market value of the equipment had it been sold through auction or in the open market.  The Company received $69,000 or 10% of the sales price at the closing of the sale, with the remaining $618,000 plus interest on the unpaid balance at an annual rate of 10% due in February 2017.  At December 31, 2016 the Company had recorded a receivable of $643,000 related to the sale, including accrued interest, included in “Related party receivable” in the accompanying Consolidated Balance Sheets.

 

With the approval of a Special Committee of the Company’s Board of Directors, the Company expects to amend   the original equipment sale in February 2017 to include the sale of an additional piece of excess equipment for $185,000.   Upon execution of the amendment the Company expects to receive an additional payment of $100,000, and the remaining principal and interest balance as of February 2017 of $737,000, plus additional interest on the unpaid balance at an annual rate of 10%, would be due in August 2017.

 

Administrative Services:

 

Beginning in August 2016, the Company began providing limited accounting and other administrative services to Minera Indé, an indirect subsidiary of Sentient.  The services are provided locally in Mexico by the administrative staff at the Company’s Velardeña Properties. The Company charges Minera Indé $15,000 per month for the services, which provides reimbursement to the Company for its costs incurred plus a small profit margin. Amounts received under the arrangement reduce costs incurred for the care and maintenance of the Velardeña Properties and allows the Company to maintain a larger more experienced staff at the Velardeña Properties to support the oxide plant lease and potential future mining or processing activities. The Company’s Board of Directors and Audit Committee approved the agreement. For the period ended December 31, 2016 the Company charged Minera Indé approximately $83,000 for services, offsetting costs that are recorded in “Velardeña shutdown and care and maintenance” in the Consolidated Statements of Operation and Comprehensive Loss.

 

Legal Services:

 

Since May, 2009 until her resignation on December 30, 2015, Deborah Friedman devoted approximately half of her time to serve as the Company’s Senior Vice President, General Counsel and Corporate Secretary and approximately half of her time to her legal practice at Davis Graham & Stubbs LLP (“DGS”) where she was a partner.  During 2015 the Company paid a monthly flat fee retainer of approximately $15,000 to DGS for approximately one half of Ms. Friedman’s time spent serving as the Company’s Senior Vice President, General Counsel and Corporate Secretary, which DGS subsequently remitted to Ms. Friedman, and the Company paid her customary hourly rate to DGS for any time spent by Ms. Friedman in excess of that threshold.  Although she was an executive officer of the Company for Section 16(a) reporting purposes under the Securities Exchange Act of 1934, Ms. Friedman was not employed by the Company.  For the year ended December 31, 2015 the Company paid approximately $490,000 to DGS for legal services, including the amounts relating to Ms. Friedman described above, recorded in “Administrative expense” in the Company’s Consolidated Statements of Operation and Comprehensive Loss.  The Company has been advised by DGS that these amounts represented a de minimis amount of DGS’s total revenue for the year.  At December 31, 2015 the Company’s Consolidated Balance Sheets included in “Accounts payable and other accrued liabilities”  amounts owed to DGS of approximately $25,000.