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Note 5 - Property Option Agreement
6 Months Ended
Mar. 31, 2018
Notes  
Note 5 - Property Option Agreement:

NOTE 5 – PROPERTY OPTION AGREEMENT:

 

On March 12, 2015 (the “Effective Date”), we entered into a property option agreement (“Agreement”) with Gunpoint Exploration Ltd. (“Gunpoint”), which closed on March 31, 2015 and was amended on October 19, 2016 (“Amended Agreement”).  Pursuant to the Agreement, Gunpoint granted us an exclusive and irrevocable option (“Option”) to purchase a 100% interest in Gunpoint’s Talapoosa project (the “Project”) in western Nevada.  We acquired the right to exercise the Option at any time beginning on March 31, 2015 and ending within thirty (30) months of March 12, 2015, unless sooner terminated (“Option Period”).  Pursuant to the Amended Agreement, we had the right to exercise the Option through March 31, 2019 (“Amended Option Period”), subject to certain interim payments and cumulative project expenditures.   

 

As consideration for the Option, we issued two million (2,000,000) shares of common stock and paid $300,000 in cash.  The common stock was valued at fair value on the Effective Date and combined with the cash payments of $300,000 for total consideration of $1,500,000.  The common stock was issued on March 31, 2015 into escrow with periodic releases to Gunpoint.  The shares were irrevocable and were released to Gunpoint as follows:  25% on September 12, 2015; 25% on March 12, 2016; 25% on September 12, 2016; and 25% on March 12, 2017.  All of the shares have been released from escrow.  Gunpoint retained the total of 2,000,000 shares, even though we did not exercise the Option. 

 

Pursuant to the Amended Agreement, during the Amended Option Period, we were required to make the following expenditures and stock issuances in order to retain the Option:

 

·         Payment of $1 million and issuance of one million common shares of the Company by March 31, 2017 (completed – the shares were valued at $480,000, the quoted value of the shares at issuance);

·         Payment of $2 million and issuance of one million common shares of the Company by March 31, 2018;

·         Cumulative project expenditures of a minimum of $7.5 million by December 31, 2018;

·         Final payment of $8 million and issuance of 1.5 million common shares of the Company by March 31, 2019.

 

We did not make the payment of $2 million nor issue the one million common shares of the Company by March 31, 2018, and, therefore, the Amended Agreement was terminated per its terms on March 31, 2018.  As a result, in the three months ended March 31, 2018, we wrote off our entire investment of $3,231,700 in the Talapoosa property option pursuant to the Amended Agreement.  This was recognized as an abandonment of mineral rights during the period ended March 31, 2018.