XML 35 R11.htm IDEA: XBRL DOCUMENT v2.4.0.6
Convertible promissory notes
9 Months Ended
Oct. 31, 2012
Convertible promissory notes [Text Block] NOTE 5 – Convertible promissory notes

We issue convertible promissory notes in private placements of our securities to institutional investors pursuant to exemptions from registration set out in Rule 506 of Regulation D under the Securities Act of 1933.

On July 15, 2010 we issued a secured convertible promissory note bearing interest at a rate of 10% per annum compounded monthly (the “Convertible Note”) to Northern Dynasty Minerals Ltd (“Northern Dynasty”). During the year ended January 31, 2012 the agreement with Northern Dynasty was amended to issue additional secured convertible promissory notes totaling $730,174 to reimburse Northern Dynasty for assessment work, rental fees, cash in lieu of assessment work and filing fees on the mineral claims that were paid in fiscal 2011 and fiscal 2012 because we could not come to an agreement on the earn-in option and joint venture agreement with Northern Dynasty. The principal balance of the Convertible Notes at October 31, 2012 and January 31, 2012 was $3,730,174. Accrued interest on the Convertible Notes at October 31, 2012 and January 31, 2012 was $857,420 and $526,971, respectively.

As part of the transaction noted above, Northern Dynasty can earn a 60% interest in our Big Chunk project in Alaska (the “Joint Venture Claims”) by spending $10,000,000 on those properties over six years. The borrowings from Northern Dynasty may be applied as part of Northern Dynasty’s earn-in requirements. Northern Dynasty’s minimum annual expenditures under the earn-in would be the minimum level necessary to keep the Joint Venture Claims in good standing. Northern Dynasty may elect to abandon the earn-in at any time on 30 days’ notice, so long as sufficient annual labor is performed, or a cash payment in lieu of labor is made, in order to fulfill the annual labor requirements for the Joint Venture Claims for a minimum of 12 months after termination of the earn-in. As of October 31, 2012, no such notice by Northern Dynasty has been received.

The Convertible Notes are secured against: (i) all of our company’s claims and substantially all of our present and after-acquired property in the State of Alaska; and (ii) substantially all of our present and after-acquired assets by way of a floating charge. The Convertible Notes are due for repayment 45 days after the earlier to occur of: (i) Northern Dynasty’s completion of its earn-in to the Joint Venture Claims unless it has elected to deem the entire outstanding balance of the Convertible Note (including interest thereon) to be part of the earn-in expenditure requirements and (ii) termination of Northern Dynasty’s earn-in right by voluntary abandonment provided that $1,000,000 in expenditures has been made; or (iii) termination of Northern Dynasty’s earn-in right on account of a superior third party joint venture offer.

Provided a minimum of $1,000,000 has been expended by Northern Dynasty on earn-in expenses, the Convertible Notes will be convertible until repaid or deemed repaid, into common shares of our company at the 5 day volume weighted average trading price immediately prior to Northern Dynasty giving a notice of conversion less the maximum allowable discount applicable as if our shares were listed on the TSX Venture Exchange. At October 31, 2012, Northern Dynasty has expended approximately $815,000 of the $1,000,000 earn-in expenses. In accordance with authoritative guidance, the contingent beneficial conversion feature on the Convertible Note will not be recorded unless the $1,000,000 earn-in expenditures are expended and the note becomes convertible. The Convertible Note may be pre-paid by our Company without penalty at any time on 10 days prior notice during which time Northern Dynasty’s conversion rights are unaffected.

 

If settlement of the Convertible Note occurred on October 31, 2012, we would have been obligated to pay $3,730,174 in principal and $857,420 of accrued interest. If the settlement were completed by the issuance of common shares, the conversion price at October 31, 2012 would have been $0.0232 per share for a total of 197,741,128 shares required to convert the Convertible Note.

We have classified the entire amount as a current liability as we were not able to come to terms with an agreement regarding the joint venture agreement, and as a result, the Convertible Note can be called by Northern Dynasty on 45 days notice. (See Note 11 for changes to the Convertible Note agreement subsequent to October 31, 2012.)