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3. Sulfatos Acquisition
12 Months Ended
Dec. 31, 2013
Business Combinations [Abstract]  
3. Sulfatos Acquisition

On February 15, 2012, Bluestone purchased a 60% equity interest in Sulfatos Chile from Santa Teresa Minerals S.A., a Chilean corporation ("Santa Teresa Minerals"). The purchase price for the equity interest was: (a) a 20% interest in Bluestone; (b) $2.2 million, with $1.1 million paid by assumption of a demand loan payable by Santa Teresa Minerals to Angelique de Maison, and the balance of $1.1 million to be paid in monthly installments from time to time upon demand by Santa Teresa Minerals. As of December 31, 2012, the entire purchase price had been paid. On October 16, 2012 Angelique de Maison entered into an agreement with Santa Teresa Minerals pursuant to which Santa Teresa Minerals waived and released any claim to any equity interests in Bluestone or Lustros and their affiliated companies, with Bluestone and Lustros Inc. express third party beneficiaries of that waiver and release. As such, Santa Teresa Minerals' 20% interest in Bluestone has been cancelled, and Bluestone is a wholly owned subsidiary of Lustros.

 

At the time of the Sulfatos Acquisition, Bluestone was an affiliate of Santa Teresa Minerals because substantially all of the equity interests of Bluestone were owned by Juan Carlos Camus Villegas and Angelique de Maison, who were officers and/or directors of Santa Teresa Minerals and its parent holding company and were principal shareholders of the parent holding company.

 

The Sulfatos Acquisition has been treated as an "asset purchase" for financial reporting purposes. Because the Sulfatos Acquisition was between related parties, the purchase price has been allocated to additional paid-in capital and the assets and liabilities were carried over at historical costs. Results of operations for Sulfatos have been reflected in the Company's financial statements from January 1, 2012, the beginning of the year just prior to the closing date.

 

The following information presents supplemental cash flows information of assets acquired and liabilities assumed in connection with the Sulfatos Acquisition:

 

   As of January 1, 2012 
Prepaid expenses  $716,945 
Equipment   3,289,521 
Mining property   3,036,300 
Land   549,310 
Accounts payable   (419,488)
Notes payable   (2,556,712)
   $4,615,876 
Plus, cash acquired   836,733 
Total value of acquisition  $5,452,609 
Value of acquisition allocated to additional paid-in capital  $2,391,565 
Value of acquisition allocated to minority interest  $3,061,044 

 

 

The following table summarizes the historical cost values of the assets acquired and liabilities assumed at the date of Sulfatos Acquisition. In accordance with US GAAP, the assets and liabilities acquired are carried over at their historical value because the transaction occurred between related parties 

 

   At 
   January 1, 2012 
Working Capital Items     
Cash and cash equivalents  $836,733 
Prepaid expenses and other   716,945 
Accounts payable and accrued liabilities   (419,488)
Notes payable   (2,556,712)
Subtotal—Working Capital Items   (1,422,522)
      
Long-lived Assets:     
Property & Equipment     
Land   549,310 
Mining property   3,036,300 
FFE and Equipment   3,289,521 
Subtotal—long-lived assets   6,875,131 
      
Total value of acquisition  $5,452,609 
      
Value of acquisition allocated to additional paid-in capital  $2,391,565 
Value of acquisition allocated to minority interest  $3,061,044