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OPTION ON MINERAL PROPERTY UNPROVEN MINERAL INTERESTS
12 Months Ended
May 31, 2012
OPTION ON MINERAL PROPERTY UNPROVEN MINERAL INTERESTS [Text Block]

NOTE 5 – OPTION ON MINERAL PROPERTY – UNPROVEN MINERAL INTERESTS

Mineral Property Interests – State of Nevada – U.S.A.

On August 23, 2010 we entered into three agreements with TAC Gold Inc., a Canadian reporting issuer, in regards to the acquisition of certain property interests. The interests that we have acquired are as follows:

  • An option to acquire a 70% interest in a mineral exploration property called the “Belleville” property in Mineral County, Nevada. TAC Gold has an underlying option agreement with Minquest Inc. for the acquisition of a 100% interest in the property (under which agreement Minquest has retained a 3% net smelter return royalty);
  • An option to acquire a 35% interest in a mineral exploration property called the “Goldfield West” property in Esmeralda County, Nevada. TAC Gold has an underlying option agreement with Minquest Inc. for the acquisition of a 100% interest in the property; and
  • A right of first refusal on an additional exploration property called the “Iowa Canyon” property in Lander County, Nevada for period of 12½ months to September 9, 2012 as amended on August 10, 2011.

Pursuant to the terms of the above noted option agreements, in order to earn the 70% interest in the Belleville property we have assumed our 70% portion of the obligations of TAC Gold under their option agreements with Minquest which consist of:

  • Making payments in the aggregate amount of $170,000 in payments ranging from $20,000 to $50,000, to the sixth anniversary of the underlying option agreement; and
  • Incurring exploration expenditures in the aggregate amount of $1,320,000 in annual amounts ranging from $120,000 to $400,000, to the seventh anniversary of the underlying option agreement.

In regard to the option agreement for the Goldfield West property, in order to earn the 35% interest in the property we have assumed our 35% portion of the obligations of TAC Gold under their option agreements with Minquest which consist of:

  • Making payments in the aggregate amount of $98,000 in annual periodic payments ranging from $7,000 to $24,500 to the seventh anniversary of the underlying option agreement and initial payments of $300,000; and
  • Incurring exploration expenditures in the aggregate amount of $770,000 in annual amounts ranging from $70,000 to $175,000 to the seventh anniversary of the underlying option agreement.

Upon payment of the $300,000 to TAC (paid as to $200,000 on September 14, 2011 and $100,000 on November 24, 2011), we earned a 35% interest in the Goldfield West Property. In order to maintain this 35% interest, we are required to aggregate cash payments of $98,000 over a seven year period and incur an aggregate of $770,000 in exploration expenditures over a seven year period as described below.

In addition, TAC Gold is required to make certain share issuances to Minquest under the terms of their option agreements (700,000 shares in regards to the Belleville property and 1,000,000 shares in regards to the Goldfield West Property, periodically over the terms of the agreements). We are obligated to reimburse TAC Gold in either cash for the fair market value of the TAC Gold shares that are issued to Minquest or in the issuance of the equivalent value of All American shares as have a market value equal to the amount of the payment then due. The common shares of TAC Gold are listed for trading on the CNSX.

The schedule of payments, stock issuances & required property expenditures under the agreements is as follows:

BELLEVILLE – ALL AMERICAN’S 70% INTEREST

All American’s Portion 70%   70%
Anniversary Date Payment Share Issuance Property Expenditure
August 4, 2010 Paid by TAC Paid by TAC Paid by TAC
August 4, 2011 $14,000 (paid) 9,804 $84,000 (paid)
August 4, 2012 $21,000 TBD $105,500
August 4, 2013 $21,000 TBD $140,000
August 4, 2014 $28,000 TBD $140,500
August 4, 2015 $35,000 TBD $175,000
August 4, 2016 $0 TBD $280,000
TOTALS $133,000   $995,000

Technically we are in default of the option agreement for not having issued shares to TAC and for not having paid the $105,500 property expenditure. However, TAC has not yet completed their share issuance to Minquest so we currently do not have a basis upon which to make our share issuance to TAC. We have been informed that TAC will complete their share issuance by the end of the first full week of September at which time we intend to make our payment to TAC. Further, we are still awaiting a cash call and a formalized exploration program from TAC, Minquest and their engineers as to the planned exploration program for the current work season; we expect to be in a position to move forward in September, 2011 and will make whatever expenditures are required at that time. In the event that we elected to terminate the option agreement, no payment or share issues would be required to be made. Should TAC fail to issue the shares under its agreements with Minquest or fail to make its required property expenditures, All American would either have to negotiate with Minquest and form a new option agreement between Minquest and All American or terminate the option and lose our interest in the property or make some other mutually agreeable arrangement with the parties involved.

GOLDFIELD – ALL AMERICAN 35% INTEREST

All American must pay to TAC Gold $200,000 on date of execution and $100,000 by November 21, 2011 (fully paid)

All American’s Portion 35% of TAC   35%
Anniversary Date Payment Share Issuance Property Expenditure
September 14, 2010 $200,000 (paid) Nil Nil
November 21, 2010 $100,000 (paid) Nil Nil
January 20, 2011 $7,000 (paid) * 9,651 $70,000 (paid)
January 20, 2012 $10,500 (paid) 41,677 $70,000 (paid)
January 20, 2013 $10,500 TBD $87,500
January 20, 2014 $14,000 TBD $105,000
January 20, 2015 $14,000 TBD $122,500
January 20, 2016 $17,500 TBD $140,000
January 20, 2017 $24,500 TBD $175,000
TOTALS $398,000   $770,000

*

included as a credit as part of the cost of the acquisition of the option agreement and paid by TAC Gold

As of the date of this periodic report, we are in full compliance with the terms of the option agreement on the Goldfield West property and are current in all payments, exploration expenditures or advances on planned exploration programs and share issuances to TAC under the option agreements. At this time, neither TAC nor Minquest are in a position to present a geological exploration and drilling program for the current year and do not expect to be until sometime in the late Spring or early summer. Therefore, TAC has postponed the requirement of the Option Agreement that requires the property expenditure payment be made on January 20, 2012, until September 20, 2012, or until such time as they are prepared to made specific recommendations as to an exploration program for the current year. In the event that we elected to terminate the option agreement, no payment would be required to be made. Should TAC fail to make its required property expenditures, All American would either have to negotiate with Minquest and form a new option agreement between Minquest and All American or terminate the option and lose our interest in the property or make some other mutually agreeable arrangement with the parties involved. The share issuance to TAC under the option agreement was made subsequent to the end of the quarter. As of the date of this periodic report, we are otherwise in full compliance with the terms of the option agreement on the Goldfields West property and are current in all other payments, exploration expenditures or advances on planned exploration programs and share issuances to TAC under the option agreements.

DESERT PACIFIC – ESSEX BELL FLATS PROPERTIES

On April 13, 2012, we entered into a non-binding Letter of Intent (the “Desert Pacific ‘Essex’ LOI”) with Desert Pacific Exploration, Inc. (“Desert Pacific”) that set out the general terms and conditions between Desert Pacific and the Corporation for the “Essex” mineral property located in White Pine County, Nevada, which allowed us to exclusively investigate the mineral property until May 12, 2012, and whereby the Corporation had an exclusive right to enter into a mining option agreement with Desert Pacific at any time prior to May 12, 2012. In consideration of signing the Letter of Intent, we have paid to Desert Pacific sum of $2,500 concurrently with the execution and delivery of the LOI. review historical records on the Essex property, discuss their implications with Desert Pacific and our engineers so as to determine if we wish to enter into a mining option agreement with Desert Pacific to explore the project.

The Essex Project is comprised of 18 unpatented mining claims covering a total of 360 acres within the Nevada mining district, White Pine County, Nevada and is located approximately 10 miles southeast of Ely, Nevada. This project represents an advanced stage exploration property with no defined resource. However, drilling on roughly 400 feet centers with significant underground workings have identified a mineralized zone approximately 4,500 feet in length and open in both directions. The project area encompasses a northwesterly trending structural zone which can be followed along strike for over 2,500 meters. The structure cuts Devonian Guillemette limestone, Devonian/Mississippian Pilot shale, Mississippian Joana limestone, and Mississippian Chainman shale which are the host rocks in the “Alligator Ridge” district. Workings and drill holes have encountered gold and silver within a jasperoid developed along Joana-Chainman contact zone where it plunges to the west. The mineralization has been followed to depths of 700 feet in historic workings.

Historic work in the area was initiated as early as 1869 when a minor amount of silver was produced. Production started again in the early 1900’s when manganese ore was shipped.

Recent exploration includes 2 holes by Newmont in 1978, 7 holes by Homestake in 1980, and 26 holes by Echo Bay from 1988 to 1989. This work defines a corridor of gold and silver mineralization trending northwesterly for over 2,500 meters. The zone is lost under alluvial cover to the southeast and northwest, but appears to continue based on CSMT surveys conducted by Cominco in 1996.

Desert Pacific believes the property shares similarities with Alligator Ridge and has gold mining potential. Targets within the Pilot Shale, the main host for Alligator Ridge ore deposits, remain untested.

On May 7, 2012, we entered into a non-binding Letter of Intent (the “Desert Pacific ‘Bell Flats’ LOI”) with Desert Pacific Exploration, Inc. (“Desert Pacific”) that set out the general terms and conditions between Desert Pacific and the Corporation for the “Bell Flats” mineral property located in Churchill County, Nevada, which allowed us to exclusively investigate the mineral property for a forty-five (45) day period until June 22, 2012, and whereby the Corporation has an exclusive right to enter into a mining option agreement with Desert Pacific at any time prior to June 22, 2012. In consideration of signing the Letter of Intent, we paid to Desert Pacific sum of $2,500 concurrently with the execution and delivery of the LOI.

The Bell Flats Project is comprised of 14 unpatented mining claims covering a total of 280 acres within the Nevada mining district, Churchill County, Nevada and is located approximately 5 miles north of Gabbs, Nevada and 25 miles north of the Paradise Peak mine. This project represents an advanced stage exploration property with no defined resource. Extensive soil and rock sampling, geophysical surveys and drilling have identified several alteration zones along a corridor approximately 3,500 meters in length. Gold and silver occur developed along the contact of jasperoid and argillized Tertiary volcanic rock intermittently along the corridor. The mineralization has been encountered from surface to depths of 160 meters in drilling. Gold values exceed 5.1 g/t in trenching while silver values reach 200 g/t from historic drilling. The mineralized zone is open in all directions. A “Santa Fe type” model is indicated for the project based on the geology and alteration.

The project area encompasses a northwesterly trending structural zone. The structure cuts Tertiary felsic volcanic rocks and Triassic sediments which are the host rocks at the nearby Santa Fe gold-silver deposits. Alteration as jasperoid follows the contact of the Triassic limestone and Tertiary volcanic rocks. Shallow pits, trenches and drill holes have encountered gold and silver within argillized shale and jasperoid developed along this contact and within a clay altered felsic volcanic. Altered rocks are capped by post-mineral basalt and wind-blown sand.

Historic work in the area was initiated in the early 1900’s when prospectors discovered copper oxides within an exposed granitic sill on the south end of the property. There is no reported production from the property.

Recent exploration includes several holes by Dome exploration in 1985 and 9 holes by Hemlo Gold in 1993. Hemlo also conducted an IP survey resulting in 9 lines on the north half of the property. Homeland Precious Metals collected over 300 auger soil samples in 2005. The various exploration programs define a corridor of gold and silver mineralization trending northwesterly for over3,500 meters under alluvial cover to the northwest.

We then set about having our engineers review the historical records on the Essex and Bell Flats properties and to discuss the implications with Desert Pacific and our Board of Directors. After reviewing all of the available data our engineers advised that there was insufficient merit to the projects and that All American was advised to not enter into a mining option agreement with Desert Pacific to explore the project. As a result, All American has no further obligations under the Letters of Intent on either project.

IOWA CANYON – ALL AMERICAN 15% INTEREST

On January 12, 2012, the Board of Directors decided not to proceed further with the Iowa Canyon property at this time because raising the required funds would strain or jeopardize our ability to secure the funds that we require to continue moving forward with our two primary targets – the Belleville and Goldfield West projects. At this point there will be no further expenditures made in regards to the Iowa Canyon property.

GAO FENG GOLD PROPERTY – JIANGXI PROVINCE, CHINA

In April, 2007 the Company entered into an Option to Purchase and Royalty Agreement, as amended May 15, 2011, to acquire a 25% interest in a mining property with no known reserves, in Jiangxi Province, China. On January 31, 2011, the agreement was terminated as a result of insufficient results being obtained from the first phase of exploration and the high costs of a projected second phase as reported and recommended in a geological engineering report dated January 18, 2011. No further payments, consideration or share issuances are required as a result of the termination of the agreement.