Share Capital

9 Months Ended

Sep. 30, 2014

Equity [Abstract]

Share Capital

The Company is authorized to issue 75,000,000 shares of Common Stock with a par value of $0.001 and had 33,419,429 shares of Common Stock issued and outstanding as of September 30, 2014.

	No. of shares		Amount
Balance January 1, 2013 December 31, 2013 (i)	10,000,000	$	10,000
Recapitalization adjustment (ii)	9,037,157		9,037
Issuance of shares under private placement (iii)	6,479,002		6,479
Issuance of shares under private placement (iv)	183,333		183
Issuance of shares for services (iii)(iv)	599,610		600
Issuance of shares to convertible debenture holders (v)	3,222,120		3,222
Issuance of shares to employees (vi)	4,398,207		4,398
Balance September 30, 2014	33,919,419	$	33,919

On July 21, 2014, the Company entered into a merger agreement with Queenridge Mining Resources Inc. (“Queensridge”) to complete the Merger whereby all of the issued and outstanding common stock of the Company will be exchanged for shares of Queensridge.

(i) The holder of the common shares of the Company exchanged their shares on a pro-rata basis for 10,000,000 newly-issued shares of common stock prior to the closing of the Merger.

(ii) The total number of Queensridge common shares issued and outstanding as of June 30, 2014 was 6,428,084 with a par value of $0.001 for a total of $6,428. On July 10, 2014 Queensridge completed a stock split transaction of the authorized and outstanding common stock. As a result, the authorized shares of common stock capital increased to 34,113,790. On July 21, 2014 prior to the Merger, Mr. Philip Stromer and certain other shareholders cancelled 25,076,643 shares. As a result, the remaining number of shares outstanding prior to the Merger was 9,037,157.

(iii) Concurrently with the Merger, the Company closed a Private Placement of 6,749,002 units (each a “Unit”) at $0.30 per Unit for gross proceeds of $1,943,701. Each Unit consists of one share of common stock and one common stock purchase warrant exercisable at $0.60 for a period of two years.

The agent of the Private Placement received 583,110 broker Units at an exercise price of $0.60 per Unit for a period of two years. Each Unit is comprised of one share of Common stock and one common stock purchase warrant exercisable at $0.60 for a period of two years.

The agent of the Private Placement received cash compensation of 9% of the gross proceeds of the financing for a total of $174,933 plus additional costs of $23,433 for legal expenses.

(iv) On September 2, 2014, the Company closed an additional private placement of 183,333 units at $0.30 per Unit for gross proceeds of $55,000. Each Unit consists of one share of common stock and one common stock purchase warrant exercisable at $0.60 for a period of two years.

The agent of the Private Placement received 16,500 Units at an exercise price of $0.60 per Unit for a period of two years. Each Unit consists of one share of common stock and one common stock purchase warrant exercisable at $0.60 for a period of two years.

The agent of the Private Placement received cash compensation at 9% of the gross proceeds of the financing for a total of $4,950 plus additional costs of $3,840 for legal expenses.

(v) In connection with the closing of the Merger, the Company issued 3,222,120 units at a price of $0.30 per Unit upon conversion of the Convertible Debentures for gross proceeds of $663,000 (see note 8). Each unit consists of one share of common stock and one common stock purchase warrant exercisable at $0.20 for a period of two years from conversion date.

(vi) On September 2, 2014 the Company entered into an agreement with the Chief Executive Officer (CEO) to issue 4,398,207 shares, or 15% of the Company’s outstanding common stock as of July 21, 2014 for a total value of $1,319,462. The shares will vest as to 1,172,855 on each of September 2, 2014, August 31, 2015 and August 31, 2016, and 879,642 shares on August 31, 2017. As of September 30, 2014 1,172,855 shares have been awarded to the CEO, with remaining amounts to be awarded on each anniversary date. As at September 30, 2014 a total of $402,251 has been expensed as stock-based compensation using the graded vesting method.

To account for subsequent dilution, the CEO is to maintained at 15% ownership at the end of the initial term August 31, 2017. Additional equity shall be issued and vested on each anniversary date. Subsequent to the agreement, the Company completed a private placement (note 11 (iv)) for 199,833 common stock. The member of management is to be issued an additional 29,975 common stock. As of September 30, 2014, $694 has vested which are presented as shares to be issued and expensed as stock-based compensation using the graded vested method.