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Mineral Property Interests
12 Months Ended
Dec. 31, 2017
Extractive Industries [Abstract]  
Mineral Property Interests

NOTE 4 – MINERAL PROPERTY INTERESTS

 

Lapon Canyon Gold Property

 

On December 17, 2015, the Company entered into a definitive agreement with Nevada Canyon Gold Corporation, a Nevada privately held corporation with the President and CEO in common (“NCG”), to acquire all of NCG’s rights, titles and interests in and into an exploration agreement with an option to form a joint venture with Walker River Resources Corp., a Canadian public company (“WRR”), dated September 15, 2015 (the “Agreement”). WRR owns a 100% undivided interest in and to the Lapon Canyon Gold (the “Property”), containing the Lapon Canyon claims, the subject of the Agreement.

  

The Agreement did not grant the Company an interest in or to the Lapon Canyon claims, or any equity interest in WRR, but rather, granted the Company the right to earn up to an undivided 50% interest in the Lapon Canyon claims by incurring, over a two-year period, $500,000 in exploration and other expenses required to carry out a work program established and operated by WRR on the Lapon Canyon claims (“Eligible Expenses”) and, thereafter, granted the Company an option to enter into a joint venture with WRR for further exploration and development of the Lapon Canyon claims. In addition, the Agreement granted the Company the first right of refusal to acquire an additional 20% interest in the Lapon Canyon claims by the expenditure of additional funds and performance of additional tasks, all related to the joint venture.

 

Full consideration for all rights in and to the Agreement consisted of the following: payment of $65,000 by the Company to NCG comprised of an initial cash deposit of $25,000, a cash payment of $30,000 and the balance of $10,000 paid through the issuance of 1,000,000 restricted common shares of the Company issued to NCG at a price of $0.01. All consideration had been fully paid as at December 31, 2015.

 

On July 5, 2017, the Company entered into a property purchase agreement (the “Purchase Agreement”) with WRR on the Lapon Canyon Project. Under the terms of the Purchase Agreement WRR agreed to buy back the Company’s 30% interest in the Lapon Canyon Project in exchange for 9,100,000 common shares of WRR and warrants to acquire an additional 11,900,000 common shares (the “WRR Warrant”). Each WRR Warrant is exercisable for a period of five years without further consideration into one common share in the capital of WRR. The terms of the WRR Warrants contain a provision which prevents the Company to exercise any part of the WRR Warrants which would result in the Company owning 10% or more of the issued and outstanding shares of WRR.

 

Closing of the Purchase Agreement was subject to the acceptance of the TSX Venture Exchange, which was received on July 17, 2017. All securities issued pursuant to the Purchase Agreement are subject to a hold period expiring on November 20, 2017.

 

At initial recognition, the Company recorded $2,327,519 as fair market value of common shares and WRR warrants based on then current share price of $0.11 (CAD$0.14) per share.

 

The transaction resulted in $2,262,519 gain from the sale of mineral assets, and was recorded in the statement of operations.

 

During the year ended December 31, 2017, the Company incurred $29,292 in Eligible Expenses (2016 – $227,787) on the Lapon Canyon claims of which $29,292 represented exploration expenses (2016 – $185,945).

 

Garfield Flats Project

 

On June 7, 2017, the Company entered into an exploration lease and option to purchase agreement (the “Garfield Agreement”) with Goodsprings Development LLC (the “Vendor”), a Nevada limited liability corporation on the Garfield Flats Project (the “Garfield Property”), consisting of six (6) Orsa Claims and six (6) Lazy Claims totaling 240 acres. The term of the Garfield Agreement is ten years, and is subject to extension for two additional terms of ten years each.

 

In order to retain the rights to the exploration lease, the Company is required to make the following minimum annual payments:

 

    Minimum Payment  
Upon execution of the option agreement (the “Effective Date”)(paid)   $ 15,000  
First anniversary of the Effective Date   $ 15,000  
Second and third anniversaries of the Effective Date   $ 20,000  
Fourth and fifth anniversaries of the Effective Date   $ 25,000  
Sixth and each succeeding anniversary of the Effective Date in perpetuity   $ 40,000  

 

In addition to the minimum annual payments, the Company agreed to pay the Vendor a 2% production royalty based on the gross returns from the production and sale of minerals from the Garfield Property.

  

At any time during the term of the Garfield Agreement the Company has a right to acquire 100% ownership of the Garfield Property for a one-time payment of $300,000 (the “Purchase Price”). The minimum annual payments paid by the Company to the Vendor, cannot be applied or credited against the Purchase Price; however, once the Company exercises its option to acquire the Garfield Property, the minimum annual payments shall be credited against the production royalties payable.

 

On August 2, 2017, the Company entered into an exploration lease agreement (the “Lazy Claims Agreement”) with Tarsis Resources US Inc. (“Tarsis”), a Nevada corporation, to lease the Lazy Claims, consisting of three claims (the “Lazy Claims Property”). The term of the Lazy Claims Agreement is ten years, and is subject to extension for additional two consecutive 10-year terms. Full consideration of the Lazy Claims Agreement consists of the following: an initial cash payment of $1,000 to Tarsis, paid upon the execution of the Lazy Claims Agreement, with $2,000 payable to Tarsis on each subsequent anniversary of the effective date. The Company agreed to pay Tarsis a 2% production royalty (the “Lazy Claims Royalty”) based on the gross returns from the production and sale of minerals from the Lazy Claims Property. Should the Lazy Claims Royalty payments to Tarsis be in excess of $2,000 per year, the Company will not be required to pay a $2,000 annual minimum payment.

 

During the year ended December, 31 2017, the Company staked an additional 69 Orsa Claims and 75 Lazy Claims, with a total paid cost of $54,152. These claims were added to the Garfield Flats Project.

 

During the year ended December 31, 2017, the Company accrued $120,000 in exploration expenses associated with consulting fees for review and compilation of all available geological and technical materials and data for the Garfield Flats Project.