Attached files

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EX-31.1 - EXHIBIT 31.1 - WESTMOUNTAIN GOLD, INC.exhibit31_1.htm
EX-31.2 - EXHIBIT 31.2 - WESTMOUNTAIN GOLD, INC.exhibit31_2.htm
EX-32.1 - EXHIBIT 32.1 - WESTMOUNTAIN GOLD, INC.exhibit32_1.htm
EX-21.1 - EXHIBIT 21.1 - WESTMOUNTAIN GOLD, INC.exhibit21_1.htm
EX-32.2 - EXHIBIT 32.2 - WESTMOUNTAIN GOLD, INC.exhibit32_2.htm

 

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

þ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended October 31, 2015

 

o TRANSACTION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transaction period from ________ to ________

 

Commission File No. 0-53028

 

WESTMOUNTAIN GOLD, INC.

(Exact Name of Issuer as specified in its charter)

 

Colorado

 

26-1315498

(State or other jurisdiction  of incorporation)

 

(IRS Employer File Number)

 

 

120 E Lake St. Ste. 401 Sandpoint, ID

 

83864

(Address of principal executive offices)

 

(zip code)

 

(208)265-1717 (Registrant's telephone number, including area code)

 

Securities registered pursuant to Section 12 (b) of the Exchange Act:

 

 Common

 

 OTCBB

(Title of each class)

 

(Name of each exchange on which registered)

 

Securities registered pursuant to Section 12 (g) of the Exchange Act:

None

(Title of Class)

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. o Yes    þ No

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. o Yes    þ No

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   þYes    o No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). þ Yes   o No

 

Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K  (§229.405) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer

o

Accelerated filer

 

o

Non-accelerated filer

o

Smaller reporting company

 

þ

(Do not check if a smaller reporting company)

 

 

 

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    o Yes    þ No

 

As of April 30, 2015 (the last business day of our most recently completed second fiscal quarter), based upon the last reported trade on that date, the aggregate market value of the voting and non-voting common equity held by non-affiliates (for this purpose, all outstanding and issued common stock minus stock held by the officers, directors and known holders of 10% or more of the Company’s common stock) was $1,810,302. This value was computed by reference to the price at which the registrant’s common stock was last sold as of April 30, 2015, and excludes the market value of the registrant’s voting and non-voting common stock beneficially owned by directors and executive officers of the registrant and known holders of 10% or more of the registrant’s common equity.  These determinations and the underlying assumptions should not be deemed to constitute an admission that all directors and executive officers of the registrant and known holders of 10% or more of the registrant’s common equity are, in fact, affiliates of the registrant, or that there are no other persons who may be deemed to be affiliates of our company.  Further information concerning shareholdings of our directors, executive officers and beneficial owners of more than 5% of the registrant’s outstanding common equity is included in Part III, Item 12 of this Annual Report on Form 10-K.

 

As of February 10, 2016, the Company had 61,650,537 shares of common stock issued.

 

NO DOCUMENTS INCORPORATED BY REFERENCE

 

 


 

 

GLOSSARY OF TECHNICAL TERMS

“Base Metal” means a classification of metals usually considered to be of low value and higher chemical activity when compared with the precious metals (gold, silver, platinum, etc.).  This nonspecific term generally refers to the high-volume, low-value metals copper, lead, tin, and zinc.

“Claim” means a mining interest giving its holder the right to prospect, explore for and exploit minerals within a defined area.

“Deposit” means an informal term for an accumulation of mineral ores.

“Development Stage”means the stage in which a company is engaging in the preparation of its mineral asset projects containing established commercially minable mineral reserves for extraction, which has not yet reached Production Stage.

“Diamond Core” means a rotary type of rock drill that cuts a core of rock and is recovered in long cylindrical sections, two centimeters or more in diameter.

“Exploration Stage” means the earliest stage of mineral commercialization, in which a company is investigating, exploring, defining and evaluating its mineral asset projects for potential mineral reserves, but is not yet in either the development or production stage and for which no decision has yet been reached to actively prepare it for commercial development.

“Feasibility Study” means an engineering study designed to define the technical, economic, and legal viability of a mining project with a high degree of reliability.

“Grade” means the metal content of ore, usually expressed in troy ounces per ton (2,000 pounds) or in grams per ton or metric tons which contain 2,204.6 pounds or 1,000 kilograms.

“Mineralization” means the concentration of metals within a body of rock.

“Mining” means the process of extraction and beneficiation of mineral reserves to produce a marketable metal or mineral product.  Exploration continues during the mining process and, in many cases, mineral reserves are expanded during the life of the mine operations as the exploration potential of the deposit is realized.

“Ore” means material containing minerals that can be economically extracted.

“Precious Metals” means any of several relatively scarce and valuable metals, such as gold, silver, and the platinum-group metals.

“Probable Reserves” means reserves for which quantity and grade and/or quality are computed from information similar to that used for Proven Reserves, but the sites for inspection, sampling and measurement are farther apart or are otherwise less adequately spaced.  The degree of assurance, although lower than that for Proven Reserves, is high enough to assume continuity between points of observation.

“Production Stage” means the stage in which a company is actively engaging in the process of extraction and exploitation of mineral reserves from its mineral asset projects to produce a marketable metal or mineral product.

“Proven Reserves” means reserves for which quantity is computed from dimensions revealed in outcrops, trenches, workings or drill holes; grade and/or quality are computed from the results of detailed sampling and the sites for inspection, sampling and measurement are spaced so closely and the geologic character is so well defined that size, shape, depth and mineral content of the reserves are well-established.

“Reclamation” means the process of returning land to another use after mining is completed.

“Recovery” means that portion of the metal contained in the ore that is successfully extracted by processing, expressed as a percentage.

“Reserves” means that part of a mineral deposit that could be economically and legally extracted or produced at the time of reserve determination.

“Sampling” means selecting a fractional, but representative, pare of a mineral deposit for analysis.

“Underground” means a mine working or excavation closed to the surface.

“Vein” means a fissure, faults or crack in the rock filled by minerals that have traveled upward from some deep source.

 


 

 

TABLE OF CONTENTS
 
 
     
Page
 
PART 1
 
         
ITEM 1.
Description of Business
   
  3
 
           
ITEM 1A.
Risk Factors
   
5
 
           
ITEM 2.
Properties
   
  15
 
           
ITEM 3.
Legal Proceedings
   
  19
 
           
ITEM 4.
Mine Safety Disclosure
   
  19
 
           
PART II
 
           
ITEM 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
   
 19
 
           
ITEM 6.
Selected Financial Data
   
 22
 
           
ITEM 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
   
 23
 
           
ITEM 8.
Consolidated Financial Statements and Supplementary Data
   
 29
 
           
ITEM 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
   
 58
 
           
ITEM 9A.
Controls and Procedures
   
 58
 
           
ITEM 9B.
Other Information
   
 59
 
           
ITEM 10.
Directors, Executive Officers and Corporate Governance
   
  59
 
           
ITEM 11.
Executive Compensation
   
  63
 
           
ITEM 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
   
 69
 
           
ITEM 13.
Certain Relationships and Related Transactions, and Director Independence
   
 70
 
           
ITEM 14.
Principal Accounting Fees and Services
   
  70
 
           
PART IV
 
           
ITEM 15.
Description of Business
   
71
 
           
 
SIGNATURES
   
72

 

 

 

 

 


 

 

 

PART I

 

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

 

The information contained in this 2015 Annual Report on Form 10-K should be considered carefully in evaluating us and our prospects. This 2015 Annual Report on Form 10-K and other publicly available documents, contain, and our officers and representatives may from time to time make, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended ("Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended ("Exchange Act"). These forward-looking statements include, without limitation, statements regarding: proposed new operations or enhancements in technology; our statements concerning litigation or other matters; statements concerning projections, predictions, expectations, estimates or forecasts for our business, financial and operating results and future economic performance; statements of management’s goals and objectives; trends affecting our financial condition, results of operations or future prospects; our financing plans or growth strategies; possible changes in legislation; and other similar expressions concerning matters that are not historical facts. Words such as "expects," "anticipates," "intends," "plans," “goals,” "believes," “projects,” "estimates," “strategies,” “future,” “likely,” “may,” “should,” “will,” and similar expressions or variations of such words, as well as statements in future tense, are intended to identify forward-looking statements, but are not the exclusive means of identifying forward-looking statements in this report.

 

Forward-looking statements are neither historical facts nor assurances of future performance or results, and will not necessarily be accurate indications of the times at, or by which, that performance or those results will be achieved.  Instead, forward-looking statements are the good faith beliefs, expectations and assumptions of our management based on facts and factors as we currently know them. Because forward-looking statements related to the future, they are subject to risks, inherent uncertainties, and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results, outcomes, and financial condition may differ materially from those discussed in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, but are not limited to, the following:

 

  • our inability to raise additional funds to support operations and capital expenditures;
  • our inability to efficiently operate due to weather, equipment failure, personnel issues, or any number of other factors;
  • our inability to mine ore off the surface, transport the ore off the mountain, and milling the ore in an efficient manner;
  • our inability to manage and maintain the growth of our business; and
  • other factors discussed throughout this report, including, without limitation, under the headings "Management's Discussion and Analysis of Financial Condition and Results of Operations," “Risk Factors.”

Readers are urged not to place undue reliance on these forward-looking statements. Forward-looking statements speak only as of the date of this report. We undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this report, including, without limitation, actual results or changes in assumptions or other factors affecting forward-looking statements, except to the extent required by applicable securities laws. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.

 

2


 

 

 

ITEM 1.    DESCRIPTION OF BUSINESS

 

 

(a)                 History of the Company

 

WestMountain Gold, Inc. (“WMTN”, the “Company”, “we”, “us”, “our”, and similar phrases, as the context requires) is an exploration stage mining company, in accordance with applicable guidelines of the Securities and Exchange Commission (“SEC”), which pursues gold projects that are anticipated to have low operating costs and high returns on capital.

 

We were incorporated in the state of Colorado on October 18, 2007, under the name WestMountain Index Advisor, Inc..  We acquired Terra Mining Corporation (“TMC”) on February 28, 2011 and accounted for the transaction as a reverse acquisition using the purchase method of accounting, whereby TMC is deemed to be the accounting acquirer (legal acquiree) and WMTN to be the accounting acquiree (legal acquirer). Our financial statements before the date of the acquisition are those of TMC with the results of WMTN being consolidated from the date of the acquisition. The equity section and earnings per share have been retroactively restated to reflect the reverse acquisition and no goodwill has been recorded. We adopted TMC’s fiscal year, which is October 31.  On February 28, 2013, we changed our name to WestMountain Gold, Inc.

 

TMC’s wholly owned subsidiary, Terra Gold Corporation (“TGC”), is currently focused on mineral production from mineralized material at a high-grade gold system called the “TMC project” in the state of Alaska. The TMC project consists of 344 Alaska state mining claims including 5 unpatented lode mining claims held under lease (subject to a 3-4% NSR royalty to the lessor, dependent upon the gold price) covering 223 square kilometers (22,300 hectares). The property is centered on an 8-km-long (800 hectares) trend of high-grade gold vein occurrences.  All government permits and reclamation plans for continued exploration through 2013 were renewed in 2010.  The $136,730 of fees to maintain the Terra claims through 2015 were paid by us on November 20, 2014.  The property lies approximately 200 km (20,000 hectares) west-northwest of Anchorage and is accessible via helicopter or fixed-wing aircraft.  The property has haul roads, a mill facility and adjoining camp infrastructure, a tailings pond and other infrastructure.  The remote camp is powered by diesel powered generators and water is supplied to the mill by spring fed sources and year round water wells.

 

Outcropping gold veins were first discovered at Terra in the late 1990's by Kennecott Exploration.  The claims were transferred to Mr. Ben Porterfield in 2000. AngloGold Ashanti (USA) Exploration Inc. optioned these claims in 2004 and staked additional claims in the vicinity.  Initial detailed soil and rock surveys were conducted at Terra that same year with results leading to the definition of an initial zone of high-grade gold veins over a 2.5 km (250 hectares) strike length.  AngloGold followed up with a discovery drill program of 12 holes in 2005 and drilled three additional holes in 2006.  A total of 587 rock samples were collected on the property.  The TMC project was joint-ventured to International Tower Hill Mines Ltd. (“ITH”) in August of 2006.

 

On September 15, 2010, WMTN and its wholly owned subsidiary, TGC, and Raven Gold Alaska, Inc. (“Raven”) signed an Exploration, Development and Mine Operating Agreement (“JV Agreement”) pertaining to the TMC Project. WMTN made payments of cash and stock to Raven pursuant to the JV Agreement.

 

On February 12, 2014, the Company, through TGC, acquired 100% ownership interest in the TMC Project from Raven for $1.8 million in cash and 200,000 shares of WMTN.  No further payments are due to Raven from TGC under the JV Agreement, (including but not limited to any royalty or residual payments), and each party is fully released from its obligations to the other under the JV Agreement.  The $1.8 million of cash paid and 200,000 shares of common stock of the Company (valued at $136,000 at the time) that were issued to Raven is recorded as Mining Claims in the accompanying consolidated balance sheet.

 

(b)                 Significant Business Transactions Overview

 

The Company did not enter into any business transactions that we consider significant during the three months ended October 31, 2015.

 

(c)                 Business of Issuer

 

Business Overview

 

We intend to devote substantially all of our efforts on growing the Company’s operations in the mineral exploration and mining sector.  We are currently focused on further exploration of the TMC project for mineral reserves and to gauge the prospects for efficient mining operations if such reserves are discovered.  Additionally, we are engaged in limited extraction and exploitation of mineralized material through surface mining techniques at the TMC project. Our primary key market priority will be to proceed with the TMC project and other mining opportunities that may present themselves from time to time. We cannot guarantee that the TMC project, or any project that we embark upon, will be successful.  We have budgeted expenditures for the TMC project for the next twelve months of approximately $2,400,000, depending on additional financing, for general and administrative expenses and exploration, mining and exploration to implement the business plan as described above. Approximately $1.3 million of these budgeted expenditures are for mining and exploration expenses and the other $1.1 million are for corporate general and administrative expenses.

 

3


 

 

We are currently considered an exploration stage company under SEC criteria because it has not demonstrated the existence of proven or probable reserves at the TMC project.  Accordingly, as required under SEC guidelines and U.S. GAAP for companies in the exploration stage, substantially all of our investment in mining properties to date, including construction of the mill, mine facilities and exploration expenditures, have been expensed as incurred and therefore do not appear as assets on our balance sheet.  We expect construction expenditures and underground mine exploration and capital improvements will continue during 2016 and subsequent years. We expect to remain as an exploration stage company for the foreseeable future. We do not exit the exploration stage until such time that we demonstrate the existence of proven or probable reserves that meet SEC guidelines. Likewise, unless mineralized material is classified as proven or probable reserves, substantially all expenditures for mine exploration and construction will continue to be expensed as incurred.

 

We may choose to scale back operations to operate at break-even with a smaller level of business activity, while adjusting overhead depending on the availability of additional financing. In addition, we expect that we will need to raise additional funds if we decide to pursue more rapid expansion, appropriate responses to competitive pressures, or the acquisition of complementary businesses or technologies, or if we must respond to unanticipated events that require us to make additional investments. We cannot assure that additional financing will be available when needed on favorable terms, or at all.

 

We are exposed to various risks related to the volatility of the price of gold, our need for additional financing, our joint venture agreements, our reserve estimates, operating as a going concern, unique difficulties and uncertainties in mining exploration ventures, and a volatile market price for our common stock. These risks and uncertainties are discussed in more detail below in this report.

 

Competition

 

We are an exploration stage mineral resource exploration company that competes with other mineral resource exploration companies for financing and for the acquisition of mineral properties. Many of the mineral resource exploration companies with whom we compete have greater financial and technical resources than those available to us. Accordingly, these competitors may be able to spend greater amounts on acquisitions of mineral properties of merit, on exploration of their mineral properties and on development of their mineral properties. In addition, they may be able to afford more geological expertise in the targeting and exploration of mineral properties. This competition could result in competitors having mineral properties of greater quality and interest to prospective investors who may finance additional exploration and development. This competition could adversely impact our ability to achieve the financing necessary for us to acquire mineral property interests and conduct exploration activities.

 

We will also compete with other mineral exploration companies for financing from a limited number of investors that are prepared to make investments in mineral exploration companies. The presence of competing mineral exploration companies may adversely impact on our ability to raise additional capital in order to fund our exploration programs if investors are of the view that investments in competitors are more attractive based on the merit of the mineral properties under investigation and the price of the investment offered to investors.

 

Environmental and Other Government Regulation and Standards

 

The Company’s business is subject to extensive federal, state and local laws and regulations, including regulation of mining and exploration activities which could involve the discharge of materials and contaminants into the environment, the investigation and cleanup of such discharges, disturbance of land, reclamation of disturbed lands, associated potential impacts to threatened or endangered species and other environmental concerns. In particular, statutes including, but not limited to, the Clean Air Act, the Clean Water Act, the Resource Conservation and Recovery Act, the Emergency Planning and Community Right-to-Know Act, the Endangered Species Act, the National Environmental Policy Act and the Comprehensive Environmental Response, Compensation and Liability Act impose permit requirements, effluent standards, air emission standards, waste handling and disposal restrictions and other design and operational requirements, as well as record keeping and reporting requirements, upon various aspects of mineral exploration, extraction and processing. In addition, the Company’s existing operations may become subject to additional environmental control and mitigation requirements if applicable federal, state and local laws and regulations governing environmental protection, land use and species protection are amended or become more stringent in the future. The Company is aware that federal regulation under the Resource Conservation and Recovery Act governing the manner in which secondary materials and by-products of mineral extraction and beneficiation are handled, stored and reclaimed or reused is subject to frequency review by the regulatory agencies which could affect the Company’s current and future facility design, operations, and permitting requirements. In addition, future building of mines and other systems by the Company may be delayed by permit review processes. The Company could be required to conduct investigatory and remedial actions to mitigate pollution conditions caused by or attributed to its operations or former operations. In order to comply with applicable regulations, the Company is and may be required, from time to time, to obtain work permits, post bonds and perform remediation work for any physical disturbance to land, which could cause significant adverse consequences on the Company’s operations.

 

Seasonality

 

Currently, the Company’s operations are limited to those occurring at the TMC project in Alaska.  Due to the remote location of the TMC project, the long winter at that location, and harsh weather conditions during the winter, the Company’s operations at the TMC project are currently limited to the months of May through September.

 

Employees

 

As of October 31, 2015, we had four full-time and one part-time employees.  Additionally, we use employees of Minex Exploration, an Idaho partnership affiliated with our Chief Executive Officer, as contractors for exploration of the TMC project. Most of our employees are based in Sandpoint, ID. The Chief Executive Officer is based out of the Sandpoint, ID office and the Chief Financial Officer is based out of Denver, CO but travels to the Sandpoint, ID office on a regular basis.

 

4


 

 

 

WEBSITE ACCESS TO UNITED STATES SECURITIES AND EXCHANGE COMMISSION REPORTS

 

We file annual and quarterly reports, proxy statements and other information with the SEC. You may read and copy any document we file at the SEC's Public Reference Room at 100 F Street, N.E., Washington D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. The SEC maintains a website at http://www.sec.gov that contains reports, proxy and information statements and other information concerning filers. We also maintain a web site at http://www.westmountaingold.com that provides additional information about us and links to documents we file with the SEC. Our charters for the Audit, Compensation and Nominations and Governance Committees and the Code of Conduct & Ethics are also available on our website.

 

 

ITEM 1A. RISK FACTORS

 

There are certain inherent risks which will have an effect on the Company’s exploration in the future and the most significant risks and uncertainties known and identified by our management are described below.

 

We are currently in default on several of our notes.  If we are unable to extend our debt as it becomes due, we will risk forfeiture of all of our assets.

 

Under the Loan Modification Agreement with BOCO dated as of May 15, 2015, the Company had payments of $209,346 plus interest and approximately $700,000 plus interest due on October 1, 2015 and November 15, 2015, respectively. The Company did not make these payments in full and on time and is currently in default under its BOCO Notes, which are secured by all of the Company’s assets.  Due to the default, interest on the outstanding amounts now accrues at the default rate of 45% per annum.  Additionally, under the terms of the Loan Modification Agreement and related notes and security agreements, BOCO has certain rights upon a default by the Company, including the right to accelerate the amounts due thereunder and foreclose on all of the Company’s assets. 

 

In addition, the outstanding balance of $200,000 plus interest on the Andres Notes was due and payable on October 31, 2015, which the Company has not paid and, is therefore currently in default.  The Andres Notes are not secured, but provide other standard rights to the holder thereof upon default.

 

As of the filing of this Annual Report on Form 10-K, neither BOCO nor Andres has taken action to exercise their respective rights in response to the Company’s default.  Further, neither BOCO nor Andres has indicated its intention regarding its rights and remedies under their respective agreements.  While the Company intends to pay the amounts due when it has sufficient funds to do so, there can be no assurance if and when the Company will generate sufficient revenues or financing to make such payments.  Furthermore, there can be no assurance whether or when BOCO and/or Andres may exercise its rights and remedies under the respective agreements, including, in the case of BOCO, foreclosing on all of the Company’s assets.

 

If we do not obtain additional financing, our business will fail. 

 

Our current operating funds are significantly less than necessary to complete all intended exploration of the property, and therefore we will need to obtain additional financing in order to complete our business plan.  We anticipate that we will require a minimum of $500,000 to $1,000,000 to fund our continued operations for the next three to five months to commence seasonal operations for 2016. As of October 31, 2015, we had approximately $383,412 in cash.

 

We have budgeted expenditures for the TMC project for the next twelve months of approximately $2,200,000, depending on additional financing, for general and administrative, mining and exploration expenses.  Additionally, we have debt payments that are currently past due totaling $1,058,380 plus accrued interest, and additional debt payments in the amount of $2,500 come due on November 15, 2016. 

 

Our business plan calls for significant expenses in connection with the exploration of the property.  We do not currently have sufficient funds to conduct continued exploration on the property and require additional financing in order to determine whether the property contains economic mineralization.  We will also require additional financing if the costs of the exploration of the property are greater than anticipated. 

 

5

 


 

 

  

We will require additional financing to sustain our business operations if we are not successful in earning revenues once exploration is complete.  We do not currently have any arrangements for financing and we can provide no assurance to investors that we will be able to find such financing if required. Obtaining additional financing would be subject to a number of factors, including the market prices for copper, silver and gold, investor acceptance of our property, approval of BOCO Investments under our loan covenants and general market conditions. These factors may make the timing, amount, terms or conditions of additional financing unavailable to us. 

 

The most likely source of future funds presently available to us is through the sale of equity capital, which would be subject to the factors listed above. Any sale of share capital will result in dilution to existing shareholders.  The only other anticipated alternative for the financing of further exploration would be our sale of a partial interest in the property to a third party in exchange for cash or exploration expenditures, which is not presently contemplated.  There can be no assurance that we will be able to successfully identify and close on the necessary additional financing or that the proposed terms of any such financing will be favorable or acceptable to the Company.

 

 The volatility of the price of gold could adversely affect our future operations and our ability to develop our properties.   

 

The potential for profitability of our operations, the value of our properties and our ability to raise funding to conduct continued exploration, if warranted, are directly related to the market price of gold and other precious metals.  The price of gold may also have a significant influence on the market price of our common stock and the value of our properties.  Our decision to put a mine into production and to commit the funds necessary for that purpose must be made long before the first revenue from production would be received.  A decrease in the price of gold may prevent our property from being economically mined or result in the write-off of assets whose value is impaired as a result of lower gold prices. 

 

As of February 12, 2016, the price of gold was $1,237.26 per ounce, based on the daily London PM fix on that date.  The volatility of mineral prices is beyond our control and represents a substantial risk which no amount of planning or technical expertise can fully eliminate.  In the event gold prices decline or remain low for prolonged periods of time, we might be unable to develop our properties, which may adversely affect our results of operations, financial performance and cash flows.

 

A single major shareholder and creditor has substantial influence over our company.   

 

As of October 31, 2015, BOCO owns or controls approximately 31.9 million shares as of the filing date or approximately 50.8% of our issued and outstanding common stock including shares beneficially owned within sixty days, and including (i) the potential conversion of $1,852,115 of debt due and payable by the Company on November 15, 2017, that as of October 31, 2015, is currently convertible along with accrued interest into Company common stock at a rate of $0.12 per share (subject to re-pricing provisions in the promissory note evidencing the debt); (ii) and the potential conversion of $250,000 of Series A Convertible Preferred Stock (convertible into 250,000 shares of common stock). See Notes 7 and 8 to the Company’s Financial Statements for a more detailed description of terms of the Loan Modification Agreement dated May 15, 2015 regarding the aforementioned debt and related Secured Promissory Notes and Promissory Notes in addition to the Series A Convertible Preferred Stock. 

   

As a major creditor and shareholder of the Company, BOCO has additional influence and control over the Company.  BOCO has imposed a number of loan covenants on the Company which restrict our ability to operate our business as well as our ability to raise additional financing.

 

6


 

 

 

BOCO could cause a change of control of our board of directors, approve or disapprove any matter requiring stockholder approval, or cause, delay or prevent a change in control or sale of the Company, which in turn could adversely affect the market price of our common stock.

 

We have no proven or probable reserves and our decision to continue further exploration is not based on a study demonstrating economic recovery of any mineral reserves and is therefore inherently risky.

 

Any funds spent by us on exploration could be lost. We have not established the presence of any proven or probable mineral reserves, as defined by the SEC, at any of our properties. Under Industry Guide 7, the SEC has defined a “reserve” as that part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination. Any mineralized material discovered or produced by us should not be considered proven or probable reserves.

 

In order to demonstrate the existence of proven or probable reserves, it would be necessary for us to perform additional exploration to demonstrate the existence of sufficient mineralized material with satisfactory continuity and obtain a positive feasibility study which demonstrates with reasonable certainty that the deposit can be economically and legally extracted and produced. We have not completed a feasibility study with regard to all or a portion of any of our properties to date. The absence of proven or probable reserves makes it more likely that our properties may cease to be profitable and that the money we spend on exploration may never be recovered.

 

Since we have no proven or probable reserves, our investment in mineral properties is not reported as an asset in our financial statements which may cause volatility in our net earnings and have a negative impact on the price of our stock.

 

We prepare our financial statements in accordance with accounting principles generally accepted in the United States of America and report substantially all exploration and construction expenditures as expenses until such time, if ever, we are able to establish proven or probable reserves. Since it is uncertain when, if ever, we will establish proven or probable reserves, it is uncertain whether we will ever report these types of future capital expenditures as an asset. Accordingly, our financial statements report fewer assets and greater expenses than would be the case if we had proven or probable reserves, which could produce volatility in our earnings and have a negative impact on our stock price.

 

There are differences in U.S. and Canadian practices for reporting reserves and resources.

 

Our reserve and resource estimates are not directly comparable to those made in filings subject to SEC reporting and disclosure requirements, as we generally calculate reserves and resources in accordance with Canadian practices. The Geologic Report, upon which we have based our mineralization estimates, was prepared in accordance with Canadian Institute of Mining, Metallurgy and Petroleum (“CIM”) National Instrument 43-101 (NI 43-101) and Form 43-101F1 (43-101F1). These practices are different from the practices used to report reserve and resource estimates in reports and other materials filed with the SEC. It is Canadian practice to report measured, indicated and inferred mineral resources, which are generally not permitted in disclosure filed with the SEC by United States issuers. In the United States, mineralization may not be classified as a “reserve” unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. United States investors are cautioned not to assume that all or any part of measured or indicated mineral resources will ever be converted into reserves.

 

Further, “inferred mineral resources” have a great amount of uncertainty as to their existence and as to whether they can be mined legally or economically. Disclosure of “contained ounces” is permitted disclosure under Canadian regulations; however, the SEC only permits issuers to report “resources” as in place, tonnage and grade without reference to unit measures.

 

Accordingly, information concerning descriptions of mineralization, reserves and resources contained in this report, or in the documents incorporated herein by reference, may not be comparable to information made public by other United States companies subject to the reporting and disclosure requirements of the SEC.

 

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Estimates of mineralized material are based on interpretation and assumptions and may yield less mineral production under actual conditions than is currently estimated.    

 

Unless otherwise indicated, estimates of mineralized material presented in our press releases and regulatory filings are based upon estimates made by us and our consultants.  When making determinations about whether to advance any of our projects to development, we must rely upon such estimated calculations as to the mineralized material on our properties.  Until mineralized material is actually mined and processed, it must be considered an estimate only.  These estimates are imprecise and depend on geological interpretation and statistical inferences drawn from drilling and sampling analysis, which may prove to be unreliable.  There can be no assurance that these mineralized material estimates will be accurate or that this mineralized material can be mined or processed profitably.  Any material changes in estimates of mineralized material will affect the economic viability of placing a property into production and such property’s return on capital.  There can be no assurance that minerals recovered in small scale metallurgical tests will be recovered at production scale.  

 

The mineralized material estimates have been determined and valued based on assumed future prices, cut-off grades and operating costs that may prove inaccurate.  Extended declines in market prices for gold and silver may render portions of our mineralized material uneconomic and adversely affect the commercial viability of one or more of our properties and could have a material adverse effect on our results of operations or financial condition.

 

There is substantial doubt about our ability to continue as a going concern. 

 

The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future.  The company has incurred losses since its inception resulting in an accumulated deficit of $21,424,146 as of October 31, 2015 and further losses are anticipated in the development of its business.  Accordingly, there is substantial doubt about the Company’s ability to continue as a going concern.

 

Because of the unique difficulties and uncertainties inherent in mineral exploration ventures, we face a high risk of business failure. 

 

Potential investors should be aware that new mineral exploration companies normally encounter substantial difficulties and such enterprises experience high rates of failure. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to exploration, and additional costs and expenses that may exceed current estimates. The expenditures to be made by us in the exploration of the mineral claim may not result in the discovery of mineral deposits. Problems such as unusual or unexpected formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. If the results of our exploration do not reveal viable commercial mineralization, we may decide to abandon our claim and acquire new claims for new exploration. The acquisition of additional claims will be dependent upon us possessing capital resources at the time in order to purchase such claims. If no funding is available, we may be forced to abandon our operations. 

 

Because we have limited business operations, we face a high risk of business failure.

 

We started exploring our properties in the summer of 2011.  While we have continued to explore the TMC project and have conducted only limited mining during the summer months since then, we do not yet have sufficient information about the project to evaluate the likelihood that our business will be successful.  Although we were incorporated in the state of Colorado on October 18, 2007, the Company just acquired our mineral properties with our acquisition of TMC on February 28, 2011.   TMC itself has only been in existence since March 25, 2010.  We have generated aggregate revenues of $3,290,812 as of the date of this Form 10-K.

 

Prior to completion of our exploration stage, we anticipate that we will incur increased operating expenses without realizing any significant revenues.  We therefore expect to incur significant losses into the foreseeable future.  We recognize that if we are unable to generate significant revenues from exploration of the mineral claims and the production of minerals from the claims, we will not be able to earn profits or continue operations. 

 

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There is no history upon which to base any assumption as to the likelihood that we will prove successful, and we can provide investors with no assurance that we will generate any operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail.

 

We are dependent on key personnel.

 

Our success depends to a significant degree upon the continued contributions of key management and other personnel, some of whom could be difficult to replace, particularly Greg Schifrin, our CEO. We do not maintain key man life insurance covering certain of our officers. Our success will depend on the performance of our officers, our ability to retain and motivate our officers, our ability to integrate new officers into our operations and the ability of all personnel to work together effectively as a team. Our failure to retain and recruit officers and other key personnel could have a material adverse effect on our business, financial condition and results of operations.

 

We lack an operating history and we expect to have losses in the future.

 

Except for our initial exploration efforts as described above, we have not progressed substantially on implementing our proposed business plan. We have commenced only limited business operations and have not realized any significant revenues or generated profit from our operations. We have no operating history upon which an evaluation of our future success or failure can be made. Our ability to achieve and maintain profitability and positive cash flow is dependent, in part, upon the following: 

 

 

Our ability to locate a profitable mineral property;

  

Our ability to generate sufficient revenues; and

  

Our ability to reduce exploration costs.

 

Based upon current plans, we expect to incur operating losses in foreseeable future periods. This will happen because there are expenses associated with the research and exploration of our mineral properties. We cannot guarantee that we will be successful in generating significant revenues in the future. Failure to generate significant revenues will cause the business to fail and we may cease operations.

 

Because of the inherent dangers involved in mineral exploration, there is a risk that we may incur liability or damages as we conduct our business.

 

The search for valuable minerals involves numerous hazards.  As a result, we may become subject to liability for such hazards, including pollution, cave-ins and other hazards against which we cannot insure or against which we may elect not to insure. Although we conducted a due diligence investigation prior to entering into the acquisition of TMC, risk remains regarding any undisclosed or unknown liabilities associated with this project. The payment of such liabilities, whether by settlement, judgement, or otherwise, may have a material adverse effect on our financial position.

 

Because we are small and do not have sufficient capital, we may have to cease operation even if we have found mineralized material.

 

Because we are small and do not have sufficient capital, we must limit our exploration. Because we may have to limit our exploration, we may be unable to, or elect not to mine mineralized material, even if our mineral claims contain mineralized material. If we cannot, or elect not to, mine mineralized material, we may have to cease operations.

 

If we become subject to onerous government regulation or other legal uncertainties as we move to production, our business will be negatively affected.  Governmental regulations impose material restrictions on mineral property exploration. Under Alaska mining law, to engage in exploration will require permits, the posting of bonds, and the performance of remediation work for any physical disturbance to the land. If we proceed to commence drilling operations on the mineral claims, we will incur additional regulatory compliance costs.

 

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In addition, the legal and regulatory environment that pertains to mineral exploration is uncertain and may change. Uncertainty and new regulations could increase our costs of doing business and prevent us from exploring for ore deposits. The growth of demand for ore may also be significantly slowed. This could delay growth in potential demand for and limit our ability to generate revenues.  In addition to new laws and regulations being adopted, existing laws may be applied to limit or restrict mining that have not as yet been applied.  These new laws may increase our cost of doing business with the result that our financial condition and operating results may be harmed. 

 

We are subject to governmental regulations, which affect our operations and costs of conducting our business.

 

Our current and future operations are and will be governed by laws and regulations, including:

 

 

laws and regulations governing mineral concession acquisition, prospecting, exploration, mining and production;

  

laws and regulations related to exports, taxes and fees;

  

labor standards and regulations related to occupational health and mine safety; and

 

environmental standards and regulations related to clean water, waste disposal, toxic substances, land use and environmental protection; and other matters.

 

Companies engaged in mining exploration activities often experience increased costs and delays in production and other schedules as a result of the need to comply with applicable laws, regulations and permits. Failure to comply with applicable laws, regulations and permits may result in enforcement actions, including the forfeiture of claims, orders issued by regulatory or judicial authorities requiring operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment or costly remedial actions. We may be required to compensate those suffering loss or damage by reason of our mineral exploration activities and may have civil or criminal fines or penalties imposed for violations of such laws, regulations and permits.

 

Existing and possible future laws, regulations and permits governing operations and activities of exploration companies, or more stringent implementation, could have a material adverse impact on our business and cause increases in capital expenditures or require abandonment or delays in exploration.

 

Our activities are subject to environmental laws and regulations that may increase our costs of doing business and restrict our operations.

 

All phases of our operations are subject to various federal and state environmental regulation. Environmental legislation is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. These laws address, among other issues, emissions into the air, discharges into water, management of waste, management of hazardous substances, protection of natural resources, antiquities and endangered species and reclamation of lands disturbed by mining operations. Compliance with environmental laws and regulations and future changes in these laws and regulations may require significant capital outlays and may cause material changes or delays in our operations and future activities. It is possible that future changes in these laws or regulations could have a significant adverse impact on our properties or some portion of our business, causing us to re-evaluate those activities at that time.

 

U.S. Federal Laws. The Comprehensive Environmental, Response, Compensation, and Liability Act (CERCLA), and comparable state statutes, impose strict, joint and several liability on current and former owners and operators of sites and on persons who disposed of or arranged for the disposal of hazardous substances found at such sites. It is not uncommon for the government to file claims requiring cleanup actions, demands for reimbursement for government-incurred cleanup costs, or natural resource damages, or for neighboring landowners and other third parties to file claims for personal injury and property damage allegedly caused by hazardous substances released into the environment. The Federal Resource Conservation and Recovery Act (RCRA), and comparable state statutes, govern the disposal of solid waste and hazardous waste and authorize the imposition of substantial fines and penalties for noncompliance, as well as requirements for corrective actions. CERCLA, RCRA and comparable state statutes can impose liability for clean-up of sites and disposal of substances found on exploration, mining and processing sites long after activities on such sites have been completed.

 

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We may also be subject to compliance with other federal environmental laws, including the Clean Air Act, National Environmental Policy Act (NEPA) and other environmental laws and regulations.

 

Additionally, the State of Alaska Department of Natural Resources has established a pool of funds to cover reclamation to which all permittees with exploration and mining projects are required to contribute. Currently, a $750 per acre disturbance reclamation bond is required for disturbance of 5 acres or more and/or removal of more the 50,000 cubic yards of material.

 

We may not have access to all of the supplies and materials we need to begin exploration that could cause us to delay or suspend operations. 

 

Competition and unforeseen limited sources of supplies in the industry could result in occasional spot shortages of supplies, such as explosives, and certain equipment such as bulldozers and excavators that we might need to conduct exploration. While we currently have supplies and equipment for use in our operations, but will need additional supplies and equipment to support full operations under our business plan. We do not have existing relationships with suppliers and will need to identify and develop strategic relationships with suppliers to ensure access to supplies and equipment prior to commencement of full operations. Additionally, our claims are in remote, difficult to access locations where resources are scarce and require specialized transportation for much of our necessary supplies and equipment that can result in delivery delays and increased acquisition expenses.  If we cannot find the products and equipment we need or fail to develop and maintain relationships with suppliers, we will have to suspend our exploration plans until we do find and obtain the products and equipment we need. 

 

Because of the speculative nature of exploration of mineral properties, there is no assurance that our exploration activities will result in the discovery of new commercially exploitable quantities of minerals.  

 

We plan to continue to source exploration mineral claims. The search for valuable minerals as a business is extremely risky. We can provide investors with no assurance that additional exploration on our properties will establish the existence of commercially exploitable reserves of gold on our properties.  Problems such as unusual or unexpected geological formations or other variable conditions are involved in exploration and often result in exploration efforts being unsuccessful. The additional potential problems include, but are not limited to, unanticipated problems relating to exploration and attendant additional costs and expenses that may exceed current estimates. These risks may result in us being unable to establish the presence of additional commercial quantities of ore on our mineral claims with the result that our ability to fund future exploration activities may be impeded. 

 

Weather and location challenges may restrict and delay our work on our property.    

 

We plan to conduct our exploration on a seasonal basis. Because of the severe Alaska winters and lack of sunlight and with our current operational capabilities, we are only able to perform exploration and surface mining operations for approximately five months per year. It is possible that snow or rain could restrict and delay work on the properties to a significant degree. Our property is located in a relatively remote location, which creates additional transportation and energy costs and challenges. Currently, we have drilled our test sites with helicopter-supported drill rigs, which are expensive to operate.  

 

As we face intense competition in the mining industry, we will have to compete with our competitors for financing and for qualified managerial and technical employees. 

 

The mining industry is intensely competitive in all of its phases. Competition includes large established mining companies with substantial capabilities and with greater financial and technical resources than we have. As a result of this competition, we may be unable to acquire additional attractive mining claims or financing on terms we consider acceptable. We also compete with other mining companies in the recruitment and retention of qualified managerial and technical employees. If we are unable to successfully compete for financing or for qualified employees, our exploration programs may be slowed down or suspended.

 

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Our stock is categorized as a penny stock. Trading of our stock may be restricted by the SEC's penny stock regulations which may limit a shareholder's ability to buy and sell our stock.

 

Our stock is categorized as a penny stock. The SEC has adopted Rule 15g-9 which generally defines “penny stock” to be any equity security that has a market price (as defined) less than US$ 5.00 per share or an exercise price of less than US$ 5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and accredited investors. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Additionally, brokers may be less willing to execute transactions in securities subject to the penny stock rules.  Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

 

FINRA sales practice requirements may also limit a shareholder’s ability to buy and sell our stock.

 

In addition to the “penny stock” rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

 

The sale of a significant number of our shares of common stock could depress the price of our common stock. 

 

Sales or issuances of a large number of shares of common stock in the public market or the perception that sales may occur could cause the market price of our common stock to decline. As of October 31, 2015, there were approximately 65 million shares of common stock and warrants issued and outstanding. Significant shares of common stock are held by our principal shareholders, other Company insiders and other large shareholders. As “affiliates” (as defined under Rule 144 of the Securities Act (“Rule 144”)) of the Company, our principal shareholders, other Company insiders and other large shareholders may only sell their shares of common stock in the public market pursuant to an effective registration statement or in compliance with Rule 144. 

 

The market price of our common stock may be volatile.  

 

The market price of our common stock has been and is likely in the future to be volatile. Our common stock price may fluctuate in response to factors such as:  

 

Announcements by us regarding resources, liquidity, significant acquisitions, equity investments and divestitures, strategic relationships, addition or loss of significant customers and contracts, capital expenditure commitments, loan, note payable and agreement defaults, loss of our subsidiaries and impairment of assets,

Issuance or repayment of debt, accounts payable or convertible debt for general or merger and acquisition purposes,
Sale of a significant number of shares of our common stock by shareholders,
General market and economic conditions,
Quarterly variations in our operating results,
Investor relation activities,
Announcements of technological innovations,
New product introductions by us or our competitors,
Competitive activities, and
Additions or departures of key personnel.

 

 
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These broad market and industry factors may have a material adverse effect on the market price of our common stock, regardless of our actual operating performance. These factors could have a material adverse effect on our business, financial condition and results of operations. 

 

We may engage in acquisitions, mergers, strategic alliances, joint ventures and divestitures that could result in financial results that are different than expected. 

 

In the normal course of business, we may engage in discussions relating to possible acquisitions, equity investments, mergers, strategic alliances, joint ventures and divestitures. All such transactions are accompanied by a number of risks, including:

 

  

Use of significant amounts of cash,

  

Potentially dilutive issuances of equity securities on potentially unfavorable terms,

Incurrence of debt on potentially unfavorable terms as well as impairment expenses related to goodwill and amortization expenses related to other intangible assets,

  

The possibility that we may pay too much cash or issue too many of our shares as the purchase price for an acquisition relative to the economic benefits that we ultimately derive from such acquisition.

The process of integrating any acquisition may create unforeseen operating difficulties and expenditures. Additionally, areas where we may face difficulties that are foreseeable include:

Diversion of management time, during the period of negotiation through closing and after closing, from its focus on operating the businesses to issues of integration,

The need to integrate each company's accounting, management information, human resource and other administrative systems to permit effective management, and the lack of control if such integration is delayed or not implemented,

The need to implement controls, procedures and policies appropriate for a public company that may not have been in place in private companies, prior to acquisition,

The need to incorporate acquired technology, content or rights into our products and any expenses related to such integration, and

  

 

The need to successfully develop any acquired in-process technology to realize any value capitalized as intangible assets.

 

From time to time, we may engage in discussions with candidates regarding potential divestures. If a divestiture does occur, we cannot be certain that our business, operating results and financial condition will not be materially and adversely affected. A successful divestiture depends on various factors, including our ability to:

 

  

Effectively transfer liabilities, contracts, facilities and employees to any purchaser,

Identify and separate the intellectual property to be divested from the intellectual property that we wish to retain,

  

Reduce fixed costs previously associated with the divested assets or business, and

  

Collect the proceeds from any divestitures.

 

In addition, if customers of the divested business do not receive the same level of service from the new owners, this may adversely affect our other businesses to the extent that these customers also purchase other products offered by us. All of these efforts require varying levels of management resources, which may divert our attention from other business operations.

 

If we do not realize the expected benefits or synergies of any divestiture transaction, our consolidated financial position, results of operations, cash flows and stock price could be negatively impacted.

 

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Our directors and officers may have conflicts of interest with the Company as a result of their relationships with other companies.

 

To the extent that any of our officers and directors are also directors and officers of other companies, conflicts of interest may arise between their duties as our officers and directors and as directors and officers of other companies. In addition, in the past the Company entered into supplier, financing and consulting arrangements with entities controlled by directors of the Company, and we may consider entering into such arrangements in the future.  These factors could have a material adverse effect on our business, financial condition and results of operations.

 

We do not currently have a shareholder rights plan or any anti-takeover provisions in our By-laws.

 

Without any anti-takeover provisions, there are limited deterrents for a take-over of our Company, which may result in a change in our management and directors that we cannot control. 

 

The laws of the State of Colorado and our Articles of Incorporation and Bylaws may protect our directors from certain types of lawsuits.

 

The laws of the State of Colorado provide that our directors will not be liable to us or our shareholders for monetary damages for all but certain types of conduct as directors of the company. Our Articles of Incorporation and Bylaws permit us to indemnify our directors and officers against all damages incurred in connection with our business to the fullest extent provided or allowed by law. The exculpation provisions may have the effect of preventing shareholders from recovering damages against our directors caused by their negligence, poor judgment or other circumstances. The indemnification provisions may require us to use our limited assets to defend our directors and officers against claims, including claims arising out of their negligence, poor judgment, or other circumstances.

 

Because our executive officers and directors have other business interests, they may not be able or willing to devote a sufficient amount of time to our business operations, causing our business to fail.

 

Our officers have other business interests. While each officer spends more than 40 hours per week on our business, if the demands on our executive officers from their other obligations increase, they may no longer be able to devote sufficient time to the management of our business. This could negatively impact our business exploration and could cause our business to fail.

 

Transfer of our securities may be restricted by virtue of state securities “blue sky” laws, which prohibit trading absent compliance with individual state laws, and Rule 144. These restrictions may make it difficult or impossible to sell shares in those states.

 

Transfers of our common stock may be restricted under the securities regulations laws promulgated by various states and foreign jurisdictions, commonly referred to as “blue sky” laws and by federal Rule 144. Absent compliance with such individual state laws, our common stock may not be traded in such jurisdictions. Because the securities held by many of our stockholders have not been registered for resale under the blue sky laws of any state, the holders of such shares and persons who desire to purchase them should be aware that there may be significant state blue sky law restrictions upon the ability of investors to sell the securities and of purchasers to purchase the securities. Additionally, unless the shares are registered with the SEC, any sale must also comply with the provisions of Rule 144, which requires, among other things, that the company is current in its reporting obligations.  These restrictions may prohibit the secondary trading of our common stock and there can be no assurance that exemptions will be available and/or compliance with Rule 144 will be possible. Investors should consider the secondary market for our securities to be a limited one.

 

We are subject to corporate governance and internal control reporting requirements, and our costs related to compliance with, or our failure to comply with existing and future requirements, could adversely affect our business.

 

We must comply with corporate governance requirements under the Sarbanes-Oxley Act of 2002 and the Dodd–Frank Wall Street Reform and Consumer Protection Act of 2010, as well as additional rules and regulations currently in place and that may be subsequently adopted by the SEC and the Public Company Accounting Oversight Board. These laws, rules, and regulations continue to evolve and may become increasingly stringent in the future. We are required to include management’s report on internal controls as part of our annual report pursuant to Section 404 of the Sarbanes-Oxley Act. We strive to continuously evaluate and improve our control structure to help ensure that we comply with Section 404 of the Sarbanes-Oxley Act. The financial cost of compliance with these laws, rules, and regulations is expected to remain substantial.

 

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Our management has concluded that our disclosure controls and procedures were not effective due to the presence of the following material weaknesses in internal control over financial reporting:

 

We currently lack appropriate segregation of duties over treasury management due to lack of personnel. We expect to revise our procedures during 2016 once we have fully reconstituted our board of directors.

 

There is a lack of disclosure controls to ensure adequate disclosures are made in our periodic filings.

 

We have not maintained continuity in key personnel or have adequate staffing to ensure adequately efficient preparation of financial and operational statements.

 

The Company lacks sufficient personnel and financial resources to implement adequate handling, tracking, accounting and safeguarding of ore and finished goods inventory assets.

 

We formed an audit committee on October 26, 2012, which, until their recent resignations, consisted of two independent directors with significant financial expertise.  We plan to name new members to the audit committee following the addition of independent members to the board of directors.  An audit committee is expected to improve oversight in the establishment and monitoring of required internal controls and procedures. 

 

Management anticipates that such disclosure controls and procedures will not be effective until the material weaknesses are remediated. We cannot assure you that we will be able to fully comply with these laws, rules, and regulations that address corporate governance, internal control reporting, and similar matters. Failure to comply with these laws, rules and regulations could materially adversely affect our reputation, financial condition, and the value of our securities.

 

ITEM 2.     PROPERTIES

 

The WMTN principal executive offices are located at 120 E. Lake St. Ste. 401, Sandpoint, ID 83864, and our telephone number is (208)265-1717. On April 1, 2011, we entered into a lease at 120 Lake Street, Suite 401, Sandpoint, ID 83864.  This office is leased at the net of $1,000 per month and expired March 31, 2013. On April 5, 2015, we entered into Commercial Lease Amendment to extend the lease for one year. The office is shared with an entity affiliated with our Chief Executive Officer.

 

On June 6, 2014 we signed a one year lease for a residential property located in Anchorage, AK for $3,175 per month.  The lease expired on June 6, 2015 and the Company continues to lease the property on a month-to-month basis at the same cost.  The property is used as a central office for operations in Alaska and to house personnel traveling from the mining camp during the mining season.

 

On January 1, 2015 the Company signed a three-year lease for a testing and processing facility in Anchorage, AK for $3,500 per month. The property, which includes a warehouse and storage yard, will house processing, recovery and metallurgical testing equipment and serve as a staging area as the company moves forward with TMC project development.

 

Other than our mining claims, leases, and other real property interests specifically related to mining, WMTN does not own real estate nor have plans to acquire any real estate.

 

Alaska Property - The TMC Project

 

The TMC project consists of 344 Alaska state mining claims including 5 unpatented lode mining claims held under lease (subject to a 3-4% net smelter return (“NSR”) royalty to the lessor, dependent upon the gold price) covering 223 square kilometers (22,300 hectares). The property is centered on an 8-km-long (800 hectares) trend of high-grade gold vein occurrences.  All government permits and reclamation plans for continued exploration through 2019 were renewed in 2015.  The $163,720 of fees to maintain the Terra claims through 2016 were paid by the Company on November 27, 2015.  The property lies approximately 200 km west-northwest of Anchorage between the Revelation and Terra Cotta mountains of the Alaska Range in southwestern Alaska and is accessible via helicopter or fixed-wing aircraft. The property has haul roads, a mill facility and adjoining camp infrastructure, a tailings pond and other infrastructure.  The remote camp is powered by diesel powered generators and water is supplied to the mill by spring fed sources and wells.

 

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Outcropping gold veins were first discovered at the TMC project (also referred to as “Terra” in the following maps) in the late 1990's by Kennecott Exploration.  The claims were transferred to Mr. Ben Porterfield in 2000. AngloGold Ashanti (USA) Exploration Inc. optioned these claims in 2004 and staked additional claims in the vicinity.  Initial detailed soil and rock surveys were conducted at the TMC project that same year with results leading to the definition of an initial zone of high-grade gold veins over a 2.5 km (250 hectares) strike length.  AngloGold followed up with a discovery drill program of 12 holes in 2005 and drilled three additional holes in 2006.  A total of 587 rock samples were collected on the property.  

 

TMC received geological reports in June 2010 and February 2010 from the State of Alaska Division of Mines and Geology that represented a 400m spacing aerial magnetic and resistivity survey that included the area of the TMC project.

 

A total of 44 drill holes have been completed on the TMC project.  The mineralization has been characterized as deep epithermal or mesothermal and could have significant extent down dip and along strike.  Furthermore, there is potential to develop a number of continuous high-grade veins forming a highly attractive mining target.  Gold characterization work on Bens Vein indicates a large percentage of the gold and silver reports to a gravity concentrate.

 

 

 

 

 

 

16

 


 

 

 

Terra Property Location (from Puchner and Meyers, 2007)

 

 

 

 

 

17

 


 

 

 

State Claim Groups held by the TMC Project in 2012 

 

 

 

TMC property illustrating target vein locations

 

 

 

18


 

 

 

In the Bens Vein zone the main vein system has a core high grade zone of around 29,893 tonnes with 29.48 g/t gold at a 10 g/t cutoff which expands significantly when the cutoff is lowered to 1 g/t.  Drilling on Bens Vein zone has outlined an open-ended mineralized zone over 350m long and 250m down dip with an average true width of ~1.3m that has around 852,942 tonnes with 15.3 g/t gold at a 5 g/t cutoff.  Drilling on the project has identified numerous veins. Environmental baseline studies were started in 2010 on the Terra property in anticipation of future development. The 2005-2013 drill results for the Ben Vein Zone are encouraging not only because they outlined a consistent and well mineralized main vein structure, but because a large number of well-mineralized hanging wall and foot wall subsidiary veins were also encountered. These subsidiary veins offer significant potential for expansion of the system with intercepts such as holes TR-07-20 with new footwall zone of 0.6m @ 43.2 g/t gold and TR-07-22 with new hanging wall zone 0.8m @ 14.5 g/t gold.  From the data currently available it appears that a higher grade shoot is developing within the overall Bens Vein system which could form the nucleus for an initial mining target on the project.  

 

ITEM 3.    LEGAL PROCEEDINGS

 

There are no pending legal proceedings against us that are expected to have a material adverse effect on our cash flows, financial condition or results of operations. 

 

ITEM 4.    MINE SAFETY DISCLOSURE

 

Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violations, orders and citations, related assessments and legal actions, and mining-related fatalities from the Federal Mine Safety and Health Administration, or MSHA, under the Federal Mine Safety and Health Act of 1977, or the Mine Act. During the year ended October 31, 2015, the TMC project was in production and as such, we were subject to regulation by MSHA under the Mine Act.

 

During the fiscal year ended October 31, 2015, there were no health and safety violations, orders or citations under the Federal Mine Safety and Health Act of 1977, and there were no injuries or fatalities at the TMC project.  Additionally, during the fiscal year ended October 31, 2015, and as of the date of the filing of this Annual Report, there are no pending legal actions involving the TMC project.

 

 

PART II

 

ITEM 5.    MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

Common Stock

 

We are authorized to issue 200,000,000 shares of common stock with a $0.001 par value.  As of February 10, 2016, 61,650,537 shares of our common stock are issued and outstanding, held by 170 shareholders of record (including beneficial owners holding shares through nominee names the number of total shareholders is approximately 350). Each share of Common Stock entitles its holder to one vote on each matter submitted to the shareholders for a vote, and no cumulative voting for directors is permitted.  Stockholders do not have any preemptive rights to acquire additional securities issued by the Company.  As of February 10, 2016, we had 2,838,084 shares of common stock reserved for issuance upon the exercise of outstanding warrants and 1,000,000 shares of common stock reserved for the issuance upon the exercise of outstanding options.

 

Preferred Stock

 

We are authorized to issue 1,000,000 shares of preferred stock, $0.10 par value. The rights and preferences of our preferred stock may be designated by our Board of Directors from time to time. As of February 10, 2016, we had 12,100 shares of preferred stock, designated as Series A Convertible Preferred Stock, issued and outstanding.

 

On November 29, 2013, our Board of Directors of the Company approved a Certificate of Designation of Rights and Preferences of Series A Convertible Preferred Stock, designating 12,100 shares of preferred stock as Series A Convertible Preferred Stock (also referred to as, “Series A Preferred”). The Certificate of Designation was filed with the state of Colorado on December 2, 2013. Each holder of outstanding shares of Series A Preferred shall be entitled to the number of votes equal to the number of whole shares of common stock of the Corporation into which the shares of Series A Preferred held by such holder are then convertible as of the applicable record date. We cannot amend, alter or repeal any preferences, rights, or other terms of the Series A Preferred so as to adversely affect the Series A Preferred, without the written consent or affirmative vote of the holders of at least sixty-six and two-thirds percent (66.66%) of the then outstanding shares of Series A Preferred, voting as a separate voting group, given by written consent or by vote at a meeting called for such purpose for which notice shall have been duly given to the holders of the Series A Preferred.

 

 

19


 

 

 

 

Change in Control Provisions

 

Our articles of incorporation provide for a maximum of five directors. There is no provision for classification or staggered terms for the members of the Board of Directors.

 

Our articles of incorporation also provide that, except to the extent the provisions of Colorado General Corporation Law require a greater voting requirement, any action, including the amendment of the Company’s articles or bylaws, the approval of a plan of merger or share exchange, the sale, lease, exchange or other disposition of all or substantially all of the Company’s property other than in the usual and regular course of business, shall be authorized if approved by a simple majority of stockholders, and if a separate voting group is required or entitled to vote thereon, by a simple majority of all the votes entitled to be cast by that voting group.

 

Our bylaws provide that our President or a majority of our Board of Directors may call a special meeting of stockholders.  The bylaws further require our President to call a special meeting of the stockholders upon written request of the stockholders holding at least twenty percent (20%) of the outstanding shares entitled to vote in the aggregate.

 

Amendment of Bylaws

 

Our Board of Directors has the authority to amend our bylaws; however, the stockholders holding a majority of the issued and outstanding shares of the Company also have the concurrent power to amend the bylaws.

 

Market Price of and Dividends on Common Equity and Related Stockholder Matters

 

Our common stock trades on OTCQB Exchange under the symbol "WMTN". The following table sets forth the range of the high and low sale prices of the common stock for the periods indicated (quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions):

 

 

Quarter Ended

High

Low

January 31, 2015     $ 0.48   $ 0.25
April 30, 2015     $ 0.42   $ 0.11
July 31, 2015     $ 0.17   $ 0.05
October 31, 2015     $ 0.09   $ 0.04
               
January 31, 2014     $ 1.14   $ 0.60
April 30, 2014     $ 0.92   $ 0.56
July 31, 2014     $ 0.74   $ 0.44
October 31, 2014     $ 0.56   $ 0.39

 

As of February 10, 2016, the closing price of the Company's common stock was $0.04 per share. As of February 10, 2016, there were 61,650,537 shares of common stock outstanding held by 170 stockholders of record (including beneficial owners holding shares through nominee names the number of total stockholders is approximately 350).

20


 

 

Transfer Agent

 

The stock transfer agent for our securities is Corporate Stock Transfer of Denver, Colorado.  Their address is 3200 Cherry Creek Drive South, Suite 430, Denver, Colorado 80209. Their phone number is (303) 282-4800.

 

Dividends

 

We have never paid any cash dividends and intend, for the foreseeable future, to retain any future earnings for the development of our business. Our future dividend policy will be determined by the board of directors on the basis of various factors, including our results of operations, financial condition, capital requirements and investment opportunities.

 

RECENT SALES OF UNREGISTERED SECURITIES

 

During the three months ended October 31, 2015, there were no sales of unregistered equity securities.


 

21


 

  

 

 

EQUITY COMPENSATION PLAN INFORMATION

 

The following table provides information as of October 31, 2015 related to the equity compensation plan in effect at that time.

 

 

(a)

(b)

(c)

Plan Category

Number of securities to be issued upon exercise of outstanding options, warrants and rights

Weighted-average exercise price of outstanding options, warrants and rights

Number of securities remaining available for future issuance under equity compensation plan (excluding securities reflected in column (a)

Equity compensation plan approved by shareholders 1,000,000 $0.12

6,020,000

Equity compensation plan not approved by shareholders                                         -                                            -

                                                 -

Total 1,000,000 $0.12                                     6,020,000

 

Stock Incentive Plan

 

On February 28, 2013, the 2012 Stock Incentive Plan was approved at the Annual Stockholder Meeting. We were authorized to issue options for, and have reserved for issuance, up to 4,000,000 shares of common stock under the 2012 Stock Incentive Plan. On January 13, 2016 at the Special Stockholder Meeting the stockholders authorized increasing the shares reserved under the 2012 Stock Incentive Plan from 4,000,000 share to 8,000,000 shares.  As of February 10, 2016, 6,020,000 shares of common stock remain available for grant under the 2012 Stock Incentive Plan.

 

 

ITEM 6.    SELECTED FINANCIAL DATA

 

In the following table, we provide you with our selected consolidated historical financial and other data. We have prepared the consolidated selected financial information using our consolidated financial statements for the years ended October 31, 2015 and 2014. When you read this selected consolidated historical financial and other data, it is important that you read along with it the historical financial statements and related notes in our consolidated financial statements included in this report, as well as Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

 

 

Years Ended

October 31,
2015

 

October 31,
2014

(in thousands, except for per share data)
STATEMENT OF OPERATIONS DATA:
Revenue $ 2,153,008    $ 1,043,571  
Net loss   (1,183,689)     (2,550,162)
Net loss applicable to WestMountain Gold, Inc. common shareholders   (1,183,689)     (2,550,162)
Net loss per share   (0.03)     (0.10)
           
BALANCE SHEET DATA:          
Total assets   4,288,407      3,783,404  
Stockholders' deficit   (3,657,361)     (7,108,796)

 

 

 

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ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

RESULTS OF OPERATIONS

 

As we are an early stage company, we have commenced only limited operations and have yet to reach full operations; therefore, we have little operations to report at this time.  Our main focus has been on the development of our business plan.  Our seasonal operations currently consist solely of surface mining and processing of mineralized material at the TMC project and the sale of commercially viable minerals recovered from such activities.  The following table presents certain consolidated statement of operations information and presentation of that data as a percentage of change from year-to-year:

 

FISCAL YEAR ENDED OCTOBER 31, 2015 COMPARED TO THE FISCAL YEAR ENDED OCTOBER 31, 2014

 

 

For the Years Ended October 31,

2015

    

2014

  $ Variance   % Variance
Revenue $ 2,153,008   $ 1,043,571   $ 1,109,437 106.3 %
Cost of sales   1,125,703     1,529,520      (403,817) -26.4 %
Gross profit   1,027,305     (485,949)     1,513,254   -311.4 %
Selling, general and administrative expenses   1,072,616     1,051,388      21,228   2.0 %
Operating loss   (45,311)     (1,537,337)     1,492,026   -97.1 %
Other income (expense):
Interest expense   (1,129,917)     (1,272,211)     142,294   -11.2 %
Financing fee and merger expense

-

(298,238)   298,238 100.0 %
Gain(Loss) on derivative liability   (8,460)     907,403     (915,863)   -100.9 %
Loss on settlement of forward contract  

-

    (349,779)      349,779   100.0 %
Total other expense   (1,138,377)     (1,012,825)       (125,552) 12.4 %
Net loss $ (1,183,688)   $ (2,550,162)   $ 1,366,474   -53.6 %

 

 

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REVENUE

 

Revenue for the year ended October 31, 2015, increased $1,109,437 to $2,153,008 as compared to $1,043,571 for the year ended October 31, 2014. The revenue increase resulted from our ability to run production through our pilot mill for approximately 5 months in the 2015 season.  As of October 31, 2015, the Company ended with an ore inventory valued at $559,432, which we anticipate being able to process and convert into revenues during the third quarter of 2016.  In addition, we anticipate being able to run production through the pilot mill for the full 2016 season (total of 5 months) which management believes will result in another substantial increase in revenue for the Company.

 

COST OF SALES

 

Cost of sales for the year ended October 31, 2015, decreased $403,817 to $1,125,703 as compared to $1,529,520 for the year ended October 31, 2014.  This decrease was attributable to increased and more efficient production for the 2015 season as compared to the 2014 season. The Company was able to decrease the per ounce cost of sales from approximately $700 per ounce in 2014 to approximately $575 per ounce in 2015 and management believes that in can maintain this lower cost per ounce or even continue to decrease the cost going forward.

 

EXPENSES

 

Selling, general and administrative expenses for the year ended October 31, 2015, increased $21,228 to $1,072,616 as compared to $1,051,388 for the year ended October 31, 2014.  Such expenses for the years ended October 31, 2015, and 2014 consisted primarily of employee and independent contractor expenses, expenses related to share and warrant issuances, rent, audit, overhead, amortization and depreciation, professional and consulting fees, sales and marketing costs, investor relations, legal, and other general and administrative costs.  The Company continues to actively control these expenses. Management intends to maintain or slightly increase the current level of selling, general and administrative expenses through 2016.

 

NET LOSS

 

Net loss for the year ended October 31, 2015, was $1,183,688 as compared to a net loss of $2,550,162 for the year ended October 31, 2014. The net loss for the year ended October 31, 2015, included $530,940 of non-cash expenses comprised of $250,924 in expenses related to stock option expense, $187,190 related to depreciation and amortization of fixed assets, and $92,826 related to the amortization of debt discount. The net loss for the year ended October 31, 2014, included $1,353,691 of non-cash expenses comprised of $1,223,721 in expenses related to the issuance of common stock and warrants related to services, gain on derivative liability of $907,403, loss on forward sale contracts and loan agreements of $70,000, loss on the settlement of forward contracts of $349,779, and other expense totaling $617,594 during the year ended October 31, 2014. 

 

The substantial decrease in net loss was due to a combination of increasing revenues in addition to a significant decrease in our operating expenses.  While operating expenses should remain fairly stable for the next year, management believes that it can continue to grow revenues during 2016 and should be able to see a further decrease in our net loss.

  

LIQUIDITY AND CAPITAL RESOURCES

 

As of October 31, 2015, the Company had a working capital deficit of $6,792,175.  We had a cash balance of $383,412 and ore inventory of $559,432 offset by current liabilities of $7,761,723. Current liabilities consisted of derivative liabilities of $867,557, current debt, including a line of credit, promissory notes and related interest, of $5,338,513 and accrued and accounts payable of $1,305,041.

 

On May 26, 2015, the Company received from BOCO the fully executed Loan and Note Modification Agreement dated as of May 15, 2015 (the “Loan Modification Agreement”) between the Company, its directors, BOCO, and two other creditors of the Company. The Loan Modification Agreement modifies all outstanding Loan Agreements, Security Agreements and related Promissory Notes between the Company and BOCO (collectively, the “Loan Documents”) that were previously in default and extends the repayment and maturity dates over the course of a three year period in addition converting all outstanding accrued interest in the amount of $2,221,159 and principal in the amount of $300,000 under the notes to equity and lowering the annual interest rate on all BOCO notes to 8%.

24


 

 

This restructuring of these debts under the Loan Modification Agreement not only resolved the Company’s default situation at that time, but also significantly lowered our interest expense moving forward, positioning the Company to be able to continue mining operations and pay these notes down over a three-year period.  Unfortunately, subsequent to October 31, 2015, the Company was unable to repay $909,346 of notes that were due on November 15, 2015.  Although BOCO extended the notes until December 15, 2015, the notes are once again in default and we are currently working with BOCO to resolve the matter.

 

In the course of its start-up activities, the Company has sustained operating losses.  Expenses incurred from October 18, 2007, (date of inception) through October 31, 2015, relate primarily to the Company’s formation, general administrative activities, property acquisition, and limited operations.  Although our limited operations are beginning to generate revenue, which is providing capital and liquidity for the Company, there can be no assurance if and when such revenue will be sufficient to fully support our operations.  Therefore, we will need to continue raising of capital through the issuance of equity and/or debt as our principal source of liquidity over the next several years to continue operations and fund our growth.  WMTN plans to raise funds for each step of the project and as each step is successfully completed, raise the capital for the next phase.  WMTN believes this will reduce the cost of capital as compared to trying to raise all the anticipated capital at once up front.  However, since WMTN’s ability to raise additional capital will be affected by many factors, most of which are not within our control (see “Risk Factors”), no assurance can be given that WMTN will in fact be able to raise the additional capital as it is needed.

 

Our independent registered accounting firm has expressed substantial doubt about our ability to continue as a going concern as a result of the Company’s history of net loss. Our ability to achieve and maintain profitability and positive cash flow is dependent upon our ability to successfully execute the plans to pursue the TMC project as described in this Form 10-K. The outcome of these matters cannot be predicted at this time. These consolidated financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should we be unable to continue our business.

 

Our primary activity will be to proceed with the TMC project and other mining opportunities that may present themselves from time to time. We cannot guarantee that the TMC project will be successful or that any project that we embark upon will be successful. Our goal is to build our Company into a successful mineral exploration and development company

 

We have budgeted the following expenditures for the next twelve months for general and administrative expenses, mining and exploration to implement the business plan as described above, in the approximate aggregate amount of $2,400,000, depending on additional financing.  Approximately $1.3 million of these budgeted expenditures are for mining and exploration expenses and the other $1.1 million are for corporate general and administrative expenses.

 

NET CASH PROVIDED BY/USED IN OPERATING ACTIVITIES

 

Net cash provided by operating activities for the year ended October 31, 2015, was $52,401. The net cash provided was primarily due to the net loss of $1,183,689, prepaid expenses of $17,772, inventory of $99,971, and accounts payable and accrued liabilities of $410,829, offset by increases in non-cash activities of $677,576, accrued interest of $1,036,085 and related accounts payable and accrued liabilities of $106,394.

 

Net cash used in operating activities for the year ended October 31, 2014, was $589,693. This amount was primarily related to a net loss of $2,550,162, inventory of $392,976 and prepaid expenses of $2,577, accounts payable of $57,575, accounts payable related parties of $84,021, offset by an increase in accrued interest of $1,143,902, depreciation and amortization and other non-cash expenses of $1,353,691 of non-cash expenses. Non-cash expenses included $1,223,721 in expenses related to the issuance of common stock and warrants related to services; gain on derivative liability of $907,403; loss on forward sale contracts and loan agreements of $70,000; loss on the settlement of forward contracts of $349,779; and other expense totaling $617,594 during the year ended October 31, 2014. 

 

NET CASH USED IN INVESTING ACTIVITIES

 

Net cash used in investing activities for the year ended October 31, 2015, was $165,432. This amount was primarily related to capital expenditures of $65,432, and prepaid royalties of $100,000.

 

Net cash used in investing activities for the year ended October 31, 2014, was $1,970,069. This amount was primarily related to capital expenditures of $70,069, prepaid royalties of $100,000 and cash paid for mining claims of 1,800,000.

 

NET CASH PROVIDED BY FINANCING ACTIVITIES

 

Net cash provided by financing activities for the year ended October 31, 2015, was $473,677. This amount was primarily related to the proceeds from promissory notes and line of credit of $209,346, and proceeds from warrants exercised of $264,331.

 

Net cash provided by financing activities for the year ended October 31, 2014, was $2,500,152. This amount was primarily related to the proceeds from promissory notes of $2,500,000.

 

25


 

 

CONTRACTUAL OBLIGATIONS

 

Our unaudited contractual cash obligations as of October 31, 2015 are summarized in the table below:

 

 
     

Less Than

         

Greater Than 5

Contractual Cash Obligations

 

Total

 

 1 Year

 

1-3 Years

 

3-5 Years

 

 Years

Operating leases   $ 115,754   $ 45,372   $ 58,382   $ 12,000   $ -
Porterfield lease   $ 1,250,000   $ 125,000   $ 250,000   $ 250,000   $ 625,000
Total   $ 1,365,754   $ 170,372   $ 308,382   $ 262,000   $ 625,000

 

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

 

Equipment

Equipment consists of machinery, furniture and fixtures and software, which are stated at cost less accumulated depreciation and amortization. Depreciation is computed by the straight-line method over the estimated useful lives or lease period of the relevant asset, generally 3 -5 years.

 

Metal and Other Inventory

Inventories were $559,432 and $459,461 as of October 31, 2015 and October 31, 2014, respectively. Inventories include doré. All inventories are stated at the lower of cost or market, with cost being determined using a weighted average cost method. Metal inventory costs include direct labor, materials, depreciation, as well as administrative overhead costs relating to mining activities.

 

Mineral Properties

Costs of acquiring mineral properties are capitalized by project area upon purchase of the associated claims. Costs to maintain the mineral rights are expensed as incurred.  When a property reaches the production stage, the related capitalized costs will be amortized, using the units of production method on the basis of periodic estimates of ore reserves.

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Long-Lived Assets

The Company reviews its long-lived assets for impairment when changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Long-lived assets under certain circumstances are reported at the lower of carrying amount or fair value. Assets to be disposed of and assets not expected to provide any future service potential to the Company are recorded at the lower of carrying amount or fair value (less the projected cost associated with selling the asset). To the extent carrying values exceed fair values, an impairment loss is recognized in operating results. 

 

Alaska Reclamation and Remediation Liabilities

The Company operates in Alaska. The State of Alaska Department of Natural Resources requires a pool of funds from all permittees with exploration and mining projects to cover reclamation. There is a $750 per acre disturbance reclamation bond that is required for disturbance of 5 acres or more and/or removal of more than 50,000 cubic yards of material. The Company’s asset retirement obligation (“ARO”), consisting of estimated future mine reclamation and closure costs, may increase or decrease significantly in the future as a result of changes in regulations, mine plans, estimates, or other factors. The Company’s ARO is recognized as a liability at fair value in the period incurred. An ARO, which is initially estimated based on discounted cash flow estimates, is accreted to full value over time through charges to accretion expense. Resultant ARO cost assets are depreciated on a units-of-production method over the related long-lived asset’s useful life. The Company’s ARO is adjusted annually, or more frequently at interim periods if necessary, to reflect changes in the estimated present value resulting from revisions to the timing or amount of reclamation and closure costs. The Company recorded the asset retirement obligation in fiscal year 2015.  Management believes any prior year obligations were immaterial.

 

Fair Value Measurements

ASC Topic 820, Fair Value Measurement and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.  This topic also establishes a fair value hierarchy, which requires classification based on observable and unobservable inputs when measuring fair value.  The fair value hierarchy distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions (unobservable inputs).  The hierarchy consists of three levels:

 

Level 1 – Quoted prices in active markets for identical assets and liabilities;

 

Level 2 – Inputs other than level one inputs that are either directly or indirectly observable; and

Level 3 – Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use.

 

 

27


 
 

Stock-Based Compensation

FASB ASC 718 establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services, but primarily focuses on transactions whereby an entity obtains employee services for share-based payments. FASB ASC 718 requires that the compensation cost relating to share-based payment transactions be recognized in the consolidated financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments.

 

The Company’s accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of FASB ASC 505-50The measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor’s performance is complete. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement. Stock-based compensation related to non-employees is accounted for based on the fair value of the related stock or options or the fair value of the services, whichever is more readily determinable in accordance with FASB ASC 718.

 

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ITEM 8.    CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

Board of Directors and Shareholders
WestMountain Gold, Inc.

Denver, Colorado

 

We have audited the accompanying consolidated balance sheets of WestMountain Gold, Inc. and subsidiaries (the “Company”) as of October 31, 2015 and the related statements of operations, cash flows, and stockholders' deficit for the year then ended.  These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audit.

 

We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.

 

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of WestMountain Gold, Inc. and subsidiaries, as of October 31, 2015, and the results of their operations and their cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 2 to the financial statements, the Company has suffered significant recurring losses and has had negative cash flows from operating activities and has limited liquidity resources.  These matters raise substantial doubt about its ability to continue as a going concern.  Management’s plans in regard to these matters are also described in Note 2.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

 

 

 

EKS&H LLLP

 

February 16, 2016

Denver, Colorado

 

 

 

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders

WestMountain Gold, Inc.:

We have audited the accompanying consolidated balance sheet of WestMountain Gold, Inc. (the “Company”) as of October 31, 2014, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for the year ended October 31, 2014. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of WestMountain Gold, Inc. as of October 31, 2014, and the related consolidated statement of operations, stockholders’ deficit, and cash flows for the year ended October 31, 2014, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has sustained a net loss from operations and has an accumulated deficit. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in this regard are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/PMB Helin Donovan, LLP

PMB Helin Donovan, LLP

 

February 16, 2016

Seattle, Washington

29

 


 

 

 

WestMountain Gold, Inc.

An Exploration Stage Company

Consolidated Balance Sheets

October 31,

October 31,

 

2015

 

2014

ASSETS

Current Assets          
Cash and cash equivalents $ 383,412  $  22,766
Prepaid expenses   26,704     8,932
Inventory 559,432 459,461
Total current assets   969,548     491,159
           
Equipment, net 318,804 440,562
           
Other Assets
Prepaid royalties   362,830     900,000
Mining claims 2,446,458 1,946,458
Security deposits   10,618     5,225
Asset retirement cost   180,149   -
Total Assets $ 4,288,407    $  3,783,404

LIABILITIES AND STOCKHOLDERS' DEFICIT

         
Current Liabilities          
Accounts payable $ 1,134,428  $  1,444,060
Accounts payable - related parties   11,300     670,106
Accrued expenses 159,313 263,354
Accrued interest   346,289     1,538,176
Forward contract 250,612 300,659
Derivative liability   867,557     1,092,597
Line of credit - related parties ($150,000 facility) 109,346 -
Promissory notes, net of discounts of $469,237 and $-0-, 2015 and 2014, respectively   4,882,878     5,583,248
Total current liabilities   7,761,723   10,892,200
           
Long-Term Liabilities    
Asset retirement obligation   184,045     -
Total liabilities 7,945,768 10,892,200
           
Commitments and Contingencies
           

STOCKHOLDERS' DEFICIT

Preferred stock, $0.10 par value; 987,900 shares authorized, 0 shares issued and outstanding at October 31, 2015 and October 31, 2014, respectively   -     -
Preferred Series A Convertible Stock, $0.10 par value; 12,100 shares authorized,  issued and outstanding at October 31, 2015 and October 31, 2014 1,210 1,210
Common stock, $0.001 par value; 200,000,000 shares authorized, 61,650,537 and 27,296,403 shares issued and outstanding at October 31, 2015 and October 31, 2014, respectively   61,651     27,296
Additional paid in capital 17,831,364 13,163,655
Accumulated deficit   (21,551,586)       (20,300,957)
Total stockholders' deficit   (3,657,361)   (7,108,796)
Total Liabilities and Stockholders' Deficit $ 4,288,407   $ 3,783,404
           

 

The accompanying notes are an integral part of these consolidated financial statements.

 

30

 


 

 

WestMountain Gold, Inc.

An Exploration Stage Company

Consolidated Statements of Operations

Year Ended

October 31,

October 31,

2015

2014

Revenue:          
Sales, net  $  2,153,008  $  1,043,571
Total revenue   2,153,008     1,043,571
Cost of sales   1,125,703     1,529,520
Total cost of sales   1,125,703   1,529,520
           
Gross profit 1,027,305 (485,949)
           
Operating Expenses  

 

 
Selling, general and administrative expenses   1,072,617     1,051,388
Total operating expenses   1,072,617   1,051,388
           
Loss from operations (45,312) (1,537,337)
           
Other income/(expense)
  Interest income   -     14
  Interest expense (1,129,917) (1,272,225)
  Financing fee   -     (228,238) 
  Merger expense - (70,000)
  Gain(Loss) on change - derivative liability   (8,460)     907,403
  Gain(Loss) on settlement of forward contract -  (349,779)
Total other income/(expense)   (1,138,377)     (1,012,825)
       
Net loss before income taxes   (1,183,689)     (2,550,162)
  Income tax expense (benefit) - -  
Net loss  $  (1,183,689)    $  (2,550,162)
Basic net loss per share  $  (0.03)    $  (0.10)
Diluted net loss per share  $  (0.03)  $  (0.10)
Basic weighted average common shares outstanding   43,295,766     25,738,942
Diluted weighted average common shares outstanding   43,295,766   25,738,942

 

 The accompanying notes are an integral part of these consolidated financial statements.

 

31

 


 

 

WestMountain Gold, Inc.

Consolidated Statement of Stockholders' Equity

Total

Preferred Stock

Common Stock

Additional Paid

Accumulated

Stockholders'

Shares

Amount

Shares

Amount

 In Capital

Deficit

Deficit

Balance as of October 31, 2013            12,100    $               1,210       24,659,832    $  24,659    $  10,608,128    $  (17,690,295)    $  (7,056,298)
Issuance of common stock for services                 1,073,989     1,074     765,859           766,933 
Issuance of stock options 143,125 143,125 
Issuance of common stock for fees                    565,165     566     557,340           557,906 
Issuance of common stock and warrants for forward contract settlement          728,667 728 892,972 893,700 
Acquisition of an investment                    200,000     200     135,800           136,000 
Preferred stock dividend paid in common stock            68,750 69 60,431 (60,500)

                                     
Net loss (2,550,162) (2,550,162)
                                     
Balance as of October 31, 2014            12,100                1,210     27,296,403   27,296   13,163,655   (20,300,957)   (7,108,796)
                                     
                  
Issuance of common stock related to convertible debentures               21,325,908     21,326     2,537,779           2,559,105 
Debt discount on convertible notes 562,063 562,063 
Issuance of common stock related to the exercise of warrants                 6,886,615     6,887     490,944           497,831 
Issuance of common stock for services       5,743,350 5,743 759,459 765,202 
Issuance of stock options                       250,923           250,923 
Preferred stock dividend paid in common stock          398,261 399 66,541 (66,940)

Net loss                             (1,183,689)     (1,183,689)
Balance as of October 31, 2015            12,100  $  1,210     61,650,537  $  61,651  $  17,831,364  $  (21,551,586)  $  (3,657,361)

 

 The accompanying notes are an integral part of these consolidated financial statements.

 

32

 


 

 

 

WestMountain Gold, Inc.

An Exploration Stage Company

Consolidated Statement of Cash Flows

Years Ended

October 31,

2015

 

2014

Cash flows from operating activities          
Net loss $ (1,183,689)  $  (2,550,162)
Adjustments to reconcile net loss to net cash provided by(used in) operating activities:          
Depreciation and amortization 187,190 159,842
Amortization of debt discount   92,826     -
Accretion expense 1,053 -
Stock option expense   250,924     -
Issuance of common stock for fees   -     457,752
Issuance of common stock and warrants for services and expenses - 1,223,721
(Gain) Loss on forward contract   (47)     70,000
 Loss on settlement of forward contract - 349,779
(Gain) Loss on derivative liability   8,460     (907,403)
Royalties expense 137,170 -
Changes in operating assets and operating liabilities:          
Prepaid expenses and other current assets (17,772) (2,577)
Inventory   (99,971)     (392,976)
Other assets (5,393) 25
Accrued interest   1,036,085     1,143,902
Accounts payable and accrued liabilities (410,829) (57,575)
Accounts payable and accrued liabilities - related parties   106,394     (84,021)
Forward contract   (50,000)     -
Net cash provided by (used in) operating activities 52,401   (589,693)
           
Cash flows from investing activities:
Capital expenditures   (65,432)     (70,069)
Cash used in merger - (1,800,000)
Prepaid royalties   (100,000)     (100,000)
Net cash (used in) investing activities (165,432)   (1,970,069)
           
 
Cash flows from financing activities:          
Proceeds from promissory notes 100,000 2,500,000
Proceeds from warrants exercised   264,331     -
Repayment of debenture notes - (100,000)
Proceeds from line of credit   109,346     -
Proceeds from the issuance of common stock   - 100,152
Net cash provided by financing activities   473,677     2,500,152
Net increase (decrease) in cash and cash equivalents   360,646     (59,610)
Cash and cash equivalents, beginning of period   22,766   82,376
Cash and cash equivalents, end of period $ 383,412    $  22,766
Supplemental disclosures of cash flow information:          
Interest paid $ -  $  -
Taxes paid $ -    $  -
           
Non-cash investing and financing activities:
Common stock issued in exchange for account payable, related parties $ 765,202    $  233,841
Common stock and warrants issued for mining claims $ -  $  136,000
Common stock and warrants issued for settlement of forward contract $ -    $  345,140
Preferred stock dividend $ 66,940  $  -
Issuance of common stock for convertible debentures and interest $ 2,559,105    $  -
Issuance of common stock related to the exercise of warrants $ 233,500  $  -
Asset retirement obligation $ 180,149    $  -

 

 The accompanying notes are an integral part of these consolidated financial statements.

 

33

 


 

 

WESTMOUNTAIN GOLD, INC.

AN EXPLORATION STAGE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 1.  BUSINESS

 

WestMountain Gold, Inc. (“WMTN” or the “Company”) is an exploration stage mining company, determined in accordance with applicable Securities and Exchange Commission (“SEC”) guidelines, which pursues gold projects that the Company anticipates will have low operating costs and high returns on capital.

 

WMTN’s wholly owned subsidiary, Terra Gold Corporation (“TGC”), was a joint venture partner with Raven Gold Alaska, Inc. (“Raven”) through February 12, 2014 on a gold system project (“the TMC Project”). On February 12, 2014, the Company, through its wholly owned subsidiary, Terra Gold Corp, acquired 100% ownership interest in the TMC Project from Raven, which is a wholly owned subsidiary of Corvus Gold Inc. (TSX:KOR, OTCQX:CORVF) for $1.8 million in cash and 200,000 shares of WMTN.  We have budgeted the following expenditures for the next twelve months for general and administrative expenses, mining and exploration to implement the business plan in the approximate aggregate amount of $2,400,000, depending on additional financing.  Approximately $1.3 million of these budgeted expenditures are for mining and exploration expenses and the other $1.1 million are for corporate general and administrative expenses.

 

The Company is currently focused on mineral production from mineralized material at the TMC Project in the state of Alaska. The TMC Project consists of 344 Alaska state mining claims plus an additional 5 unpatented lode mining claims held under lease (subject to a 3-4% net smelter return (“NSR”) royalty to the lessor, dependent upon the gold price) covering 223 square kilometers (22,300 hectares). The property is centered on an 8-km-long (800 hectares) trend of gold vein occurrences.  All government permits and reclamation plans for continued exploration through 2015 were renewed and the fees to maintain the Terra claims through 2016 were paid by the Company.  The property lies approximately 200 km (20,000 hectares) west-northwest of Anchorage and is accessible via helicopter or fixed-wing aircraft.  The property has haul roads, a mill facility and adjoining camp infrastructure, a tailings pond and other infrastructure.  The remote camp is powered by diesel powered generators and water is supplied to the mill by spring fed sources and year round water wells.

 

34


 

 

The Company is considered an exploration stage company under SEC criteria because it has not demonstrated the existence of proven or probable reserves at the TMC Project.  Accordingly, as required under SEC guidelines and U.S. GAAP for companies in the exploration stage, substantially all expenditures in the mining properties to date, have been expensed as incurred and therefore do not appear as assets on our balance sheet. The Company expects to remain as an exploration stage company for the foreseeable future. It will not exit the exploration stage until such time that it demonstrates the existence of proven or probable reserves that meet SEC guidelines. Likewise, unless mineralized material is classified as proven or probable reserves, substantially all expenditures for mine exploration and construction will continue to be expensed as incurred.

 

Over the course of the last two years, the Company was in default on all of its outstanding debt, including approximately $4.3 million of debt to BOCO Investments, our largest creditor.  These notes carried a default interest rate of 45%, which over the past two years has accrued to an additional $2.2 million.  In early 2015, the Company engaged BOCO and our other creditors to restructure our debt in a way that the Company expects will allow us to execute our business plan and to repay our debts over a reasonable amount of time.

 

On May 26, 2015, the Company received from BOCO the fully executed Loan and Note Modification Agreement dated as of May 15, 2015 (the “Loan Modification Agreement”) between the Company, its directors, BOCO, and two other creditors of the Company. The Loan Modification Agreement modified all outstanding Loan Agreements, Security Agreements and related Promissory Notes between the Company and BOCO  (collectively, the “Loan Documents”) that were previously in default and extended the repayment and maturity dates over the course of a three year period in addition to lowering the annual interest rate on all BOCO notes to 8%.

 

As part of the Loan Modification Agreement, BOCO agreed to convert $2,221,159 in unpaid interest, plus principal of $300,000 into shares of the Company’s common stock at a price per share of $0.12. Such conversion was effected on May 26, 2015 and the Company issued 21,009,658 shares of its common stock as a result of such conversion.

 

As of October 31, 2015, the Company had six secured promissory notes with BOCO Investments, LLC, and has recorded $4,261,461 in principal plus $160,453 in accrued interest.

 

Under the Loan Modification Agreement with BOCO dated as of May 15, 2015, the Company had payments of $209,346 plus interest and approximately $700,000 plus interest due on October 1, 2015 and November 15, 2015, respectively. The Company did not make these payments in full and on time and is currently in default under its BOCO Notes, which are secured by all of the Company’s assets.  Due to the default, interest on the outstanding amounts now accrues at the default rate of 45% per annum.  Additionally, under the terms of the Loan Modification Agreement and related notes and security agreements, BOCO has certain rights upon a default by the Company, including the right to accelerate the amounts due thereunder and foreclose on all of the Company’s assets. 

 

The Company’s principal source of liquidity for the next several years will need to be the continued raising of capital through the issuance of equity or debt.  WMTN plans to raise funds for each step of the TMC Project and as each step is successfully completed, raise the capital for the next phase.  WMTN believes this will reduce the cost of capital as compared to trying to raise all the anticipated capital at once up front.  However, since WMTN’s ability to raise additional capital will be affected by many factors, most of which are not within the Company’s control (see “Risk Factors”), no assurance can be given that WMTN will in fact be able to raise the additional capital as it is needed.

 

The Company may choose to scale back operations to operate at break-even with a smaller level of business activity, while adjusting overhead depending on the availability of additional financing. In addition, the Company expects that it will need to raise additional funds if the Company decides to pursue more rapid expansion, appropriate responses to competitive pressures, or the acquisition of complementary businesses or technologies, or if it must respond to unanticipated events that require it to make additional investments. The Company cannot assure that additional financing will be available when needed on favorable terms, or at all.

  

NOTE 2.  GOING CONCERN

 

The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future.  The company has incurred losses since its inception resulting in an accumulated deficit of $21,424,146 as of October 31, 2015 and further losses are anticipated in the development of its business.  Accordingly, there is substantial doubt about the Company’s ability to continue as a going concern.

35


 

 

NOTE 3.  SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES

 

Accounting Method

The Company’s consolidated financial statements are prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.

 

Principles of Consolidation

These consolidated financial statements include the Company’s consolidated financial position, results of operations, and cash flows. All material intercompany balances and transactions have been eliminated in the accompanying consolidated financial statements.

 

Cash and Cash Equivalents

The Company classifies highly liquid temporary investments with an original maturity of three months or less when purchased as cash equivalents. The Company maintains cash balances at various financial institutions. Balances at US banks are insured by the Federal Deposit Insurance Corporation up to $250,000. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant risk for cash on deposit.  As of October 31, 2015, the Company had $133,412 of uninsured cash amounts.

 

Equipment

Equipment consists of machinery, heavy equipment, furniture and fixtures and software, which are stated at cost less accumulated depreciation and amortization. Depreciation is computed by the straight-line method over the estimated useful lives or lease period of the relevant asset, generally 3 -5 years.

 

Metal and Other Inventory

Inventories were $559,432 and $459,461 as of October 31, 2015 and October 31, 2014, respectively. Inventories include ore stockpiles (in process inventory), doré and gold bullion. All of the inventory at October 31, 2015 was represented by ore stockpiles and all of the inventory at October 31, 2014 was represented by doré and gold bullion.  All inventories are stated at the lower of cost or market, with cost being determined using a weighted average cost method. Metal inventory costs include direct labor, materials, depreciation, as well as administrative overhead costs relating to mining activities.

 

Mineral Properties

Costs of acquiring mineral properties are capitalized by project area upon purchase of the associated claims. Costs to maintain the mineral rights are expensed as incurred.  When a property reaches the production stage, the related capitalized costs will be amortized, using the units of production method on the basis of periodic estimates of ore reserves.

 

Long-Lived Assets

The Company reviews its long-lived assets for impairment when changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Long-lived assets under certain circumstances are reported at the lower of carrying amount or fair value. Assets to be disposed of and assets not expected to provide any future service potential to the Company are recorded at the lower of carrying amount or fair value (less the projected cost associated with selling the asset). To the extent carrying values exceed fair values, an impairment loss is recognized in operating results.  As of October 31, 2015, there are no impairments recognized.

 

36


 

 

Alaska Reclamation and Remediation Liabilities

The Company operates in Alaska. The State of Alaska Department of Natural Resources requires a pool of funds from all permittees with exploration and mining projects to cover reclamation. There is a $750 per acre disturbance reclamation bond that is required for disturbance of 5 acres or more and/or removal of more than 50,000 cubic yards of material. The Company’s asset retirement obligation (“ARO”), consisting of estimated future mine reclamation and closure costs, may increase or decrease significantly in the future as a result of changes in regulations, mine plans, estimates, or other factors. The Company’s ARO is recognized as a liability at fair value in the period incurred. An ARO, which is initially estimated based on discounted cash flow estimates, is accreted to full value over time through charges to accretion expense. Resultant ARO cost assets are depreciated on a units-of-production method over the related long-lived asset’s useful life. The Company’s ARO is adjusted annually, or more frequently at interim periods if necessary, to reflect changes in the estimated present value resulting from revisions to the timing or amount of reclamation and closure costs. The Company recorded the asset retirement obligation in fiscal year 2015.  Management believes any prior year obligations were immaterial.

 

Fair Value Measurements

ASC Topic 820, Fair Value Measurement and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.  This topic also establishes a fair value hierarchy, which requires classification based on observable and unobservable inputs when measuring fair value.  The fair value hierarchy distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions (unobservable inputs).  The hierarchy consists of three levels:

 

Level 1 – Quoted prices in active markets for identical assets and liabilities;

 

Level 2 – Inputs other than level one inputs that are either directly or indirectly observable; and

 

Level 3 – Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use.

 

Liabilities measured at fair value on a recurring basis are summarized as follows:

 

 

 

Carrying Amount 

 

Fair Value Measurements Using Inputs

at

Financial Instruments

Level 1

 

Level 2

 

Level 3

 

October 31, 2015

                       
Liabilities:
Forward contract $ -   $ 250,612   $ -   $ 250,612
Derivative Instruments $ - $ 867,557 $ - $ 867,557
Total $ -   $ 1,118,169   $ -   $ 1,118,169
 

37


 

 

 

 

Carrying Amount 

 

Fair Value Measurements Using Inputs

 

at

Financial Instruments

Level 1

 

Level 2

 

Level 3

 

October 31, 2014

                       
Liabilities:
Forward contract $ -   $ 300,659   $ -   $ 300,659
Derivative Instruments $ - $ 1,092,597 $ - $ 1,092,597
Total $ -   $ 1,393,256   $ -   $ 1,393,256

 

Market price and estimated fair value of common stock used to measure the Derivative Instruments at October 31, 2015 and October 31, 2014:

 

 

October 31,

October 31,

2015

 2014

Market price and estimated fair value of common stock: $ 0.09   $ 0.48
Exercise price $ 0.12 $ 0.38
Expected term (years)   2.00     3.50
Dividend yield - -
Expected volatility   133.29%     174.2%
Risk-free interest rate 0.75% 1.62%

 

The risk-free rate of return reflects the interest rate for the United States Treasury Note with similar time-to-maturity to that of the warrants.  

  

The recorded value of other financial assets and liabilities, which consist primarily of cash and cash equivalents, and accounts payable approximate the fair value of the respective assets and liabilities at October 31, 2015 and October 31, 2014 based upon the short-term nature of the assets and liabilities.

 

Embedded Derivatives

The Company has entered into certain financial instruments and contracts, such as convertible note financing arrangements that contained embedded derivative features. Because the economic characteristics and risks of the equity-linked conversion options were not clearly and closely related to a debt-type host, the conversion features required classification and measurement as derivative financial instruments. The convertible note financing arrangements were carried as derivative liabilities, at fair value, in the financial statements until their conversion into common stock. The Company estimated the fair value of the embedded derivative features in the convertible notes by using probability weighted scenarios on the conversion price with a Black Scholes model.  The loss recognized for these embedded derivatives during the year ended October 31, 2015 was $867,557.  

 

Derivative Instruments – Warrants

In May and June 2013, the Company received a total of $1.0 million and entered into Promissory Notes, Security Agreement, Loan Agreement and Warrants to Purchase Stock Agreement (collectively, the “Transaction Documents”) with BOCO Investments LLC (“BOCO”).

 

In addition, the Company issued Warrants to BOCO to purchase 2,500,000 shares of common stock at $0.75 per share or a price per share equal to eighty percent (80%) of the lowest price at which a common share in the Company has been issued in any round of financing commenced or closed after the date of the Warrants.  The Warrants expire in 2018, five years from the issuance date.  There are no registration requirements.  The Transaction Documents place certain operating restrictions on the Company.

 

These warrants were not issued with the intent of effectively hedging any future cash flow, fair value of any asset, liability or any net investment in a foreign operation.  In addition, since the warrants do not have a fixed number of shares, they were accounted for outside of equity.  Therefore, the fair value of these warrants were recorded as a liability in the consolidated balance sheet and are marked to market each reporting period until they were exercised.

38


 

 

On May 26, 2015, as part of the Company’s Loan and Note Modification Agreement dated as of May 15, 2015 with BOCO, the Derivative Instruments – Warrants were repriced to $0.05 per share and were exercised into 2,500,000 common shares for $125,000.

 

During the year ended October 31, 2015, the Company recognized $355,887 of other income resulting from the decrease in the fair value of the warrant liability through May 15, 2015, the date the warrants were exercised.

 

Forward Sale and Loan Agreements

On March 20, 2013, the Company entered into forward sale and loan agreements with three accredited investors for an aggregate loan of $600,000. The Company was required to tender no less than 600 ounces of gold in bar form to the three accredited investors by September 15, 2013, but defaulted on this obligation.  The Company settled with two of the three investors during the year ended October 31, 2014.

 

The Company is continuing to negotiate with the third lender, Snowmass Mining Co., LLC, who is owed $250,000 (payable in cash or gold), together with interest thereon from September 15, 2013.  The Company has paid Snowmass the sum of $50,000 during the year ended October 31, 2015.

 

As of October 31, 2015, the value of the gold obligation to Snowmass is $250,000.  The difference between the amount received and the fair value of the obligation will be recorded as additional interest expense or income at each reporting date based on the fair value of gold.  During the year ended October 31, 2015, the Company recorded additional interest expense of $17 for the change in the value of gold from October 31, 2015.

 

Revenue Recognition

Revenue is recognized net of royalties, when persuasive evidence of an arrangement exists, delivery has occurred, the price is fixed or determinable, no obligations remain and collection is probable. The passing of title to the customer is based on the terms of the sales contract and the actual sale of gold bullion. Product pricing is determined at the point revenue is recognized by reference to active and freely traded commodity markets, for example the London Bullion Market for both gold and silver, in an identical form to the product sold.

 

Mineral Exploration and Development Costs

All exploration expenditures are expensed as incurred.  Significant property acquisition payments for active exploration properties are capitalized.  If no minable ore body is discovered, previously capitalized costs are expensed in the period the property is abandoned.  Expenditures to develop new mines, to define further mineralization in existing ore bodies, and to expand the capacity of operating mines, will be capitalized and amortized on a unit of production basis over proven and probable reserves.

 

Should a property be abandoned, its capitalized costs are charged to operations.  The Company charges to operations the allocable portion of capitalized costs attributable to properties abandoned.  Capitalized costs are allocated to properties sold based on the proportion of claims sold to the claims remaining within the project area.

 

Income Tax/Deferred Tax

FASB ASC 740 requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on differing treatment of items for financial reporting and income tax reporting purposes. The deferred tax balances are adjusted to reflect tax rates by tax jurisdiction, based on currently enacted tax laws, which will be in effect in the years in which the temporary differences are expected to reverse. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. WestMountain Gold, Inc. has recognized deferred income tax benefits on net operating loss carry-forwards to the extent WestMountain Gold, Inc. believes it will be able to utilize them in future tax filings. The Company has applied a full valuation allowance on all deferred tax assets. The difference between the statutory income tax expense and the accounting tax expense is primarily attributable to non-deductible expenses representing permanent timing differences between book income and taxable income during the year ended October 31, 2015.

39


 

 

Net Loss Per Share

Basic loss per common share is computed by dividing net loss available to common shareholders by the weighted average number of shares of common stock outstanding for the periods presented.  Diluted net loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that would then share in the income of the Company, subject to anti-dilution limitations. As of October 31, 2015, the Company had (i) warrants for the purchase of 2,838,084 common shares; (ii) 16,267,625 common shares related to convertible promissory notes; and (iii) 605,000 common shares related to the conversion of Series A Convertible Preferred Stock (iv) options for the purchase of 1,000,000 common shares; which were considered but were not included in the computation of loss per share at October 31, 2015 because they would have been anti-dilutive.

 

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to the determination of gold contained in stockpiled ore inventory, assumptions used in the Company’s impairment assessment of long-lived assets, the estimated fair value of derivatives, the estimation of asset retirement obligations, estimates of the fair value of the Company’s common stock, assumptions used in determining the fair value of stock based compensation and depreciation of buildings and equipment. These estimates may be adjusted as more current information becomes available.

 

Reclassifications

Certain reclassifications have been made to the prior period Consolidated Financial Statements to conform to the current period presentation. These reclassifications had no effect on previously reported assets, liabilities, net cash flows or net loss.

 

 Stock-Based Compensation

 FASB ASC 718 establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services, but primarily focuses on transactions whereby an entity obtains employee services for share-based payments. FASB ASC 718 requires that the compensation cost relating to share-based payment transactions be recognized in the consolidated financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments.

 

The Company’s accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of FASB ASC 505-50The measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor’s performance is complete. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement. Stock-based compensation related to non-employees is accounted for based on the fair value of the related stock or options or the fair value of the services, whichever is more readily determinable in accordance with FASB ASC 718.

 

Recent Accounting Pronouncements

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On May 28, 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU No. 2014-09 will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The new standard will be effective for the Company on November 1, 2017. Early application is not permitted. The Company is currently evaluating the impact of ASU No. 2014-09.

 

On August 27, 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern (subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, which is intended to define management’s responsibility to evaluate whether there is substantial doubt about the Company’s ability to continue as a going concern and to provide related footnote disclosures. This standard will be effective for the Company for the year ending on October 31, 2016. Early application is permitted. The Company is currently evaluating the impact of ASU No. 2014-15.

 

In June 2014, the FASB issued ASU No. 2014-10, which amended Accounting Standards Codification (ASC) Topic 915 Development Stage Entities. The amendment eliminates certain financial reporting requirements surrounding development stage entities, including an amendment to the variable interest entities guidance in ASC Topic 810, Consolidation. The amendment removes the definition of a development stage entity from the ASC, thereby removing the financial reporting distinction between development stage entities and other entities from U.S. GAAP. Consequently, the amendment eliminates the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage.

 

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This amendment is effective for fiscal years beginning after December 15, 2014, and interim periods therein. Early application of each of the amendments is permitted for any annual reporting period or interim period for which the entity’s financial statements have not yet been issued. The Company has made the election to early adopt this amendment effective June 30, 2014 and, as a result, the Company is no longer presenting or disclosing the information previously required under Topic 915. The early adoption was made to reduce data maintenance by removing all incremental financial reporting requirements for development stage entities. The adoption of this amendment alters the disclosure requirements of the Company, but it does not have any material impact on the Company’s financial position or results of operations for the current or any prior reporting periods.

 

A variety of proposed or otherwise potential accounting standards are currently under study by standard setting organizations and various regulatory agencies. Due to the tentative and preliminary nature of those proposed standards, management has not determined whether implementation of such proposed standards would be material to the consolidated financial statements.

 

NOTE 4.  AGREEMENTS

 

Exploration, Development and Mine Operating Agreements

 

Joint Venture Agreement

 

On September 15, 2010, WMTN and its wholly owned subsidiary, TGC, and Raven signed an Exploration, Development and Mine Operating Agreement (“JV Agreement”) pertaining to the TMC Project. WMTN made payments of cash and stock to Raven pursuant to the JV Agreement for the past three years.

 

On February 12, 2014, the Company, through TGC, acquired 100% ownership interest in the TMC Project from Raven for $1.8 million in cash and 200,000 shares of WMTN.  No further  payments  are  due  to Raven  from  TGC  under  the  JV  Agreement, (including but not limited to any royalty or residual payments), and  each  party  is  fully  released  from  its  obligations  to the other  under  the JV  Agreement.  As of July 31, 2014, the $1.8 million of cash paid to Raven is recorded as Mining Claims in the accompanying consolidated balance sheet along with the 200,000 shares of common stock of the Company has been issued. The shares of common stock had a fair market value of $136,000 on the date of grant.

  

Amended Claims and Lease Agreements with Ben Porterfield

 

On January 7, 2011, Terra Mining Corporation (“TMC”) entered into an Amended Claims Agreement with Ben Porterfield related to five mining claims known as Fish Creek 1-5 (ADL-648383 through ADL- 648387), which claims have been assigned to the TMC Project. As part of this Amended Claims Agreement, Ben Porterfield consented to certain conveyances, assignments, contributions and transfers related to the above five mining claims.

 

The Amended Lease Agreement, which incorporates the Lease dated March 22, 2005 and the September 27, 2010 Consent between Ben Porterfield and AngloGold Ashanti (USA) Exploration Inc., has a term of ten years, which can be extended for an additional ten years with thirty days written notice. The Amended Lease Agreement defines terms and conditions and requires the following minimum advance royalties:

 

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Payment of $100,000 annually on March 22, 2011 (paid). 

 

 

 

 

 

Payment of $100,000 annually on March 22, 2012 (paid), 2013 (paid), 2014 (paid), through March 22, 2015 (paid).

 

 

 

 

 

2015 payment of $100,000 due on March 22, 2015 was made on May 1, 2015.

 

 

 

 

 

Payment of $125,000 annually beginning March 22, 2016 through the termination of the Amended Claims Agreement.

 

The Company can terminate the Amended Lease Agreement with the payment of $875,000, less $75,000 paid during the years 2006-2011.   The payment may be paid over three annual payments.

 

TMC has paid in total $500,000 to Ben Porterfield and WMTN issued 500,000 shares of WMTN restricted common stock on March 23, 2011. The common stock was recorded as Contractual Rights at $250,000 or $0.50 per share. The investment in the exclusive rights to the mineral properties is accounted for at cost. As of October 31, 2015, the Company has capitalized $850,000 related to this Claims Agreement.

 

The Amended Claims Agreement, which incorporates the Lease dated March 22, 2005, provides for a production royalty of 4% of the net smelter return for all minerals produced or sold.  The amounts due under this royalty will be offset by any advance royalties that have been paid by the Company.  The Company may repurchase 1% of the production royalty right for $1,000,000 and an additional 1% for $3,000,000.

 

The Amended Claims Agreement, which incorporates the Lease dated March 22, 2005, provides for a production royalty of 4% of the net smelter return for all minerals produced or sold.  The amounts due under this royalty will be offset by any advance royalties that have been paid by the Company.  The Company may repurchase 1% of the production royalty right for $1,000,000 and an additional 1% for $3,000,000. For the year ended October 31, 2015, the Company recorded $137,170 in royalty expense which is shown net of sales on the income statement.

 

The failure to operate in accordance with the Amended Claims or Lease Agreements could result in the Lease being terminated. 

 

 

NOTE 5.  EQUIPMENT, NET

 

Equipment, net consists of the following: 

 
Estimated
 Useful

October 31,

October 31,

Lives

2015

 2014

Mining and other equipment 3-5 years   $ 894,259   $ 842,487
Less: accumulated depreciation   (575,455)   (401,925)
      $ 318,804   $ 440,562

 

Depreciation expense for the twelve months ended October 31, 2015 and 2014 was $187,190 and $159,842 respectively.

 

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NOTE 6.  CERTAIN RELATIONS AND RELATED PARTY TRANSACTIONS

 

The following relationships are material or are related as indicated.

 

Related Party Transactions

 

The Company has four full-time and one part-time employees. The Company shares offices with Minex Exploration LLP (“Minex”), an Idaho partnership affiliated with the Company’s Chief Executive Officer. Also, the Company utilizes Minex contractors for exploration and development of the Alaska property. The Company has recorded amounts in accounts payable and accrued payable for related party of $11,300 and $670,106 as of October 31, 2015 and October 31, 2014, respectively. During the years ended October 31, 2015 and 2014, the total paid to Minex was $140,123 and $742,113, respectively.

 

On May 26, 2015, as part of the Company’s Loan and Note Modification Agreement dated as of May 15, 2015, Minex converted the full past due payable of $665,201 due into 5,543,350 shares of the Company’s common stock.

 

 

Secured Promissory and Promissory Notes with BOCO

 

From time to time, the Company entered into promissory notes and other agreements with BOCO related to loans from BOCO to the Company.  The current status of BOCO loans to the Company and their terms are described in Note 7, Promissory Notes.

 

Promissory Notes with Silver Verde May Mining Company, Inc.

 

On April 30, 2012 the Company entered into Promissory Note Documents with Silver Verde May Mining Company Inc. (“SVM”), a party related to an existing shareholder and a Director of the Company. Under the Promissory Note Documents, the Company issued Convertible Promissory Notes (“SVM Notes”) in the principal amounts totaling $85,000. The Notes were due November 6, 2012 and provide for interest at 5% payable in arrears. The SVM Notes are convertible into common stock at $1.00 per share. In addition, the Company issued 42,500 shares of restricted common stock to SVM in connection with the issuance of the SVM Notes that was expensed to interest at $1.00 per share or $42,500 during the three months ended April 30, 2012. On May 29, 2013, the Company entered into an Amendment to Convertible Promissory Note extending the due date to July 31, 2013. As of October 31, 2014, the Company has repaid $53,867 to SVM. On October 31, 2013, the Company entered into the Second Amendment to Convertible Promissory Note extending the due date to October 31, 2014. 

 

On May 26, 2015, as part of the Company’s Loan and Note Modification Agreement dated as of May 15, 2015, Silver Verde May converted the full remaining balance of $37,950 in principal and interest into 316,250 shares of the Company’s common stock.

 

NOTE 7.  PROMISSORY NOTES

 

On May 26, 2015, the Company received from BOCO the fully executed Loan and Note Modification Agreement dated as of May 15, 2015 (the “Loan Modification Agreement”) between the Company, its directors, BOCO, and two other creditors of the Company. The Loan Modification Agreement modified all outstanding Loan Agreements, Security Agreements and related Promissory Notes between the Company and BOCO  (collectively, the “Loan Documents”) that were previously in default and extended the repayment and maturity dates of the debt as follows:

 

 

 

$100,000 plus interest is due and payable on October 1, 2015;

 

 

 

 

 

Approximately $700,000 plus interest shall be due and payable to BOCO on November 15, 2015;

 

 

 

 

 

Approximately $1,500,000 plus interest shall be due and payable to BOCO on November 15, 2016;

 

 

 

 

 

The remaining principal amount of approximately $1,852,115 plus interest shall be due and payable to BOCO on November 15, 2017.

 

 

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As part of the Loan Modification Agreement, BOCO agreed to convert $2,221,159 in unpaid interest, plus principal of $300,000 into shares of the Company’s common stock at a price per share of $0.12. Such conversion was effected on May 26, 2015 and the Company issued 21,009,658 shares of its common stock as a result of such conversion (See Note 8).

 

As consideration for the loan modification, the Company agreed to the issuance of warrants to purchase two million shares of the Company’s common stock for $0.01 per share, and to the extension and re-pricing of additional warrants to purchase 4,886,615 shares at $0.05 per share. BOCO agreed to exercise 6,886,615 warrants as a provision of the Loan Modification Agreement; the warrants were exercised on May 27, 2015 and proceeds of $264,331 paid to the Company (See Note 8). The warrants granted and the modification of warrants were valued at $562,063 and booked as a discount to the corresponding notes and is being amortized over the life of the notes.

 

As part of the Loan Modification Agreement, the Company and a related party vendor, Minex Exploration, agreed to convert payables of $665,202 into shares of the Company’s common stock at a price per share of $0.12. A related party creditor, Silver Verde May Mining Company, also agreed to convert its debt of $37,950 into shares of the Company’s common stock at the same price per share. Such conversions were effected on May 26, 2015 and the Company issued 5,543,350 shares of its common stock to Minex and 316,250 to Silver Verde (See Note 8).

 

The Loan Modification Agreement also noted that the due date for a loan in the principal amount of $1,000,000 to Giuseppe Dessi that was previously in default had been extended to December 14, 2016.

 

The Loan Modification Agreement also provides for: (i) the waiver by Greg Schifrin, CEO of the Company, of all rights and benefits under his employment agreement with the Company; (ii) a seat on the board of the Company for an appointee of BOCO as well as board observation rights; (iii) lock-up agreements on the stock held by board members and BOCO; (iv) loan covenants and oversight rights; and (v) a new credit facility by BOCO of $150,000 to provide for 2015 mining camp expenses.

 

The Company had previously entered into loan modification agreements with BOCO in April and June of 2014 but did not meet the conditions set forth in those agreements and the loans with BOCO were therefore in default from October 2013 to May 26, 2015, the date of that the Loan Modification Agreement was executed.

 

As of October 31, 2015 and October 31, 2014, the Company has the following promissory notes outstanding:

 

 

October 31,

October 31,

2015

2014

BOCO September 17, 2012 Promissory Note

$

1,852,115

 

$

1,852,115

BOCO May 14, 2013 Promissory Note

500,000

500,000

BOCO June 27, 2013 Promissory Note

 

500,000

 

 

500,000

BOCO December 31, 2013 Promissory Note

1,000,000

1,000,000

BOCO May 23, 2014 Promissory Note

 

100,000

 

 

100,000

BOCO June 2, 2014 Promissory Note

-

200,000

BOCO June 9, 2014 Promissory Note

 

100,000

 

 

100,000

BOCO June 30, 2014 Promissory Note

-

100,000

BOCO May 1, 2015 Promissory Note

 

100,000

 

 

-

BOCO May 15, 2015 Line of Credit

109,346

-

Dessi December 17, 2013, Promissory Note

 

1,000,000

 

 

1,000,000

Andres Promissory Notes

200,000

200,000

Silver Verde May Promissory Notes

 

-

 

 

31,133

SUBTOTAL

5,461,461

5,583,248

Debt Discount

 

(469,237)

 

 

-

TOTAL

$

4,992,224

$

5,583,248

 

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Secured Promissory Notes dated September 17, 2012            

On September 17, 2012, the Company entered into an Amended and Restated Revolving Credit Loan and Security and Secured Convertible Promissory Note Agreements with BOCO, an existing lender to and shareholder in the Company. On October 1, 2012, the Company entered into a Warrant to Purchase Stock Agreement with BOCO related to this financing (such Agreements and Warrant, the “Transaction Documents”). This transaction consolidated previously issued promissory note agreements and warrants purchase agreements into one amended agreement.

 

Under the Transaction Documents, the Company issued an Amended and Restated Secured Convertible Promissory Note (the “September 2012 Note”) in the principal amount of $1,852,115. The September 2012 Note was due July 31, 2013 and provided for interest at 18% payable in arrears. The Note and accrued interest are convertible into common stock at the lesser of $3.00 or the lowest price at which common shares in the Company are issued in any round of financing commencing after the date of this Note and prior to the conversion, at the discretion of BOCO.  Although the effective conversion rate on the Note is now $0.12 due to the events of the Loan and Note Modification Agreement dated May 15, 2015, this conversion feature continues to be an embedded derivative and the Company has accounted for the derivative liability accordingly (see Note 3). The September 2012 Note is secured by a security interest in the Company’s assets to secure the Company’s performance under the Note. In addition, the Company issued a Warrant to purchase 1,852,115 shares of common stock at $1.50 unless the Company elects to do a future offering at a lower price. There are no registration requirements. The Transaction Documents place certain operating restrictions on the Company.  As of October 31, 2015, the principal and accrued interest due on the note is $1,920,719. 

 

The Transaction Documents also contain certain representations and warranties of the Company and BOCO, including customary investment-related representations provided by BOCO, as well as acknowledgements by BOCO that it has reviewed certain disclosures of the Company (including the periodic reports that the Company has filed with the SEC) and that the Company’s issuance of the shares has not been registered with the SEC or qualified under any state securities laws.  The Company provided customary representations regarding, among other things, its organization, subsidiaries, disclosure reports, absence of certain legal or governmental proceedings, financial statements, tax matters, insurance matters, real property and other assets, and compliance with applicable laws and regulations.  The representations and warranties made to BOCO are qualified in their entirety (to the extent applicable) by the Company’s disclosures in the reports it files with the SEC.  The Company also delivered confidential disclosure schedules qualifying certain of its representations and warranties in connection with executing and delivering the Transaction Documents.

 

In addition to the Transaction Documents described above, on September 11, 2012, the Company entered into a Warrant to Purchase Stock Agreement with BOCO. The Company issued a Warrant to purchase 1,250,000 shares of common stock at $0.25 per share.

 

On August 29, 2013, the Company entered into the First Amendment to the Amended and Restated Secured Convertible Promissory Note with BOCO. The First Amendment was effective August 1, 2013 and extended the due date under for the September 2012 Note from July 31, 2013 to October 31, 2013. 

 

On May 26, 2015, as part of the Company’s Loan and Note Modification Agreement dated as of May 15, 2015 with BOCO, the annual interest rate on this note was reduced to 8% and the maturity was extended to November 15, 2017.  The Warrant was repriced and exercised at $0.05 per share.

 

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Promissory Note with BOCO dated May 14, 2013

In May 2013, the Company entered into a Promissory Note, a Security Agreement and warrants to Purchase Stock Agreement and a Loan Agreement (collectively the “May 2013 Transaction Documents”) with BOCO.  Under the May 2013 Transaction Documents, the Company issued a Promissory Note (the “May 2013 Note”) to BOCO in the principal amount of $500,000.  The May 2013 Note was due October 31, 2013 and provides for interest at 15%, payable in arrears.  The May 2013 Note is secured by a security interest in the Company’s assets to secure the Company’s performance.  

 

In addition, the Company issued a Warrant to purchase 1,250,000 shares of common stock at an exercise price that is the lesser of $0.75 per share or a price per share equal to eighty percent (80%) of the lowest price at which a common share in the Company has been issued in any round of financing commenced or closed after the date of this Warrant and prior to Holder’s exercise of its rights under the Warrant. The Warrant expires May 17, 2018. There are no registration requirements. The May 2013 Transaction Documents place certain operating restrictions on the Company.  

 

The May 2013 Transaction Documents also contain certain representations and warranties of the Company and BOCO, including customary investment-related representations provided by BOCO, as well as acknowledgements by BOCO that it has reviewed certain disclosures of the Company (including the periodic reports that the Company has filed with the SEC) and that the Company’s issuance of the shares has not been registered with the SEC or qualified under any state securities laws.  The Company provided customary representations regarding, among other things, its organization, subsidiaries, disclosure reports, absence of certain legal or governmental proceedings, financial statements, tax matters, insurance matters, real property and other assets, and compliance with applicable laws and regulations.  The representations and warranties made to BOCO are qualified in their entirety (to the extent applicable) by the Company’s disclosures in the reports it files with the SEC.  The Company also delivered confidential disclosure schedules qualifying certain of its representations and warranties in connection with executing and delivering the May 2013 Transaction Documents.

 

On May 26, 2015, as part of the Company’s Loan and Note Modification Agreement dated as of May 15, 2015 with BOCO, the annual interest rate on this note was reduced to 8% and the maturity was extended to November 15, 2015.  The Warrant was repriced and exercised at $0.05 per share. The Company received an extension from BOCO until December 15, 2015 at which time we were still unable to make the payment, therefore, the note is currently in default and carries a default rate of 45% per annum.

 

Promissory Note with BOCO dated June 27, 2013

On June 27, 2013, the Company entered into a Promissory Note, a Security Agreement and a Loan Agreement with BOCO. On June 27, 2013, the Company entered into a Warrant to Purchase Stock Agreement with BOCO related to this financing. All Agreements and the Warrant are the (“June 2013 Transaction Documents”).

  

Under the June 2013 Transaction Documents, the Company issued a Promissory Note (“June 2013 Note”) in the principal amount of $500,000. The June 2013 Note was due December 31, 2013 and provides for interest at 15%, payable in arrears. The June 2013 Note is secured by a security interest in the Company’s assets to secure the Company’s performance under the June 2013 Note.  As of October 31, 2015, the principal and accrued interest due on the note is $518,520. 

 

In addition, the Company issued a Warrant to purchase 1,250,000 shares of common stock at an exercise price that is the lesser of $0.75 per share or a price per share equal to eighty percent (80%) of the lowest price at which a common share in the Company has been issued in any round of financing commenced or closed after the date of this Warrant and prior to Holder’s exercise of its rights under the Warrant. The Warrant expires June 27, 2018. There are no registration requirements. The June 2013 Transaction Documents place certain operating restrictions on the Company.  

 

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The June 2013 Transaction Documents also contain certain representations and warranties of the Company and BOCO, including customary investment-related representations provided by BOCO, as well as acknowledgements by BOCO that it has reviewed certain disclosures of the Company (including the periodic reports that the Company has filed with the SEC) and that the Company’s issuance of the shares has not been registered with the SEC or qualified under any state securities laws.  The Company provided customary representations regarding, among other things, its organization, subsidiaries, disclosure reports, absence of certain legal or governmental proceedings, financial statements, tax matters, insurance matters, real property and other assets, and compliance with applicable laws and regulations.  The representations and warranties made to BOCO are qualified in their entirety (to the extent applicable) by the Company’s disclosures in the reports it files with the SEC.  The Company also delivered confidential disclosure schedules qualifying certain of its representations and warranties in connection with executing and delivering the June 2013 Transaction Documents.

 

On May 26, 2015, as part of the Company’s Loan and Note Modification Agreement dated as of May 15, 2015 with BOCO, the annual interest rate on this note was reduced to 8% and the maturity was extended to November 15, 2016.  The Warrant was repriced and exercised at $0.05 per share.

 

Promissory Note with BOCO dated December 31, 2013

On December 31, 2013, the Company signed a Promissory Note with BOCO for an aggregate loan amount of $1,000,000 (the “BOCO Bridge Loan”). Repayment of the BOCO Bridge Loan was originally due December 16, 2014 by repayment in cash.  The note bears interest at 8% per annum until paid in full with a default rate of 45%.  $800,000 of the proceeds from this loan were used for the acquisition of 100% interest in the TMC project from Raven Gold Alaska, Inc.

 

On May 26, 2015, as part of the Company’s Loan and Note Modification Agreement dated as of May 15, 2015 with BOCO, the annual interest rate on this note was reduced to 8% and the maturity was extended to November 15, 2016.

 

Promissory Note with BOCO dated May 23, 2014

On May 23, 2014, the Company entered into a Convertible Promissory Note Agreement with BOCO Investments, LLC in the amount of $100,000. The note bears interest at 15% per annum until paid in full. Repayment of the note was due August 22, 2014 and the default rate was 45% per annum.

 

On May 26, 2015, as part of the Company’s Loan and Note Modification Agreement dated as of May 15, 2015 with BOCO, the annual interest rate on this note was reduced to 8% and the maturity was extended to November 15, 2015.  The Company received an extension from BOCO until December 15, 2015 at which time we were still unable to make the payment, therefore, the note is currently in default and carries a default rate of 45% per annum..

 

Promissory Note with BOCO dated June 2, 2014

On June 2, 2014, the Company entered into a Convertible Promissory Note Agreement with BOCO Investments, LLC in the amount of $200,000. The note bears interest at 15% per annum until paid in full. Repayment of the note was due August 22, 2014 with a default rate of 45% per annum.

 

On May 26, 2015, as part of the Company’s Loan and Note Modification Agreement dated as of May 15, 2015 with BOCO, the annual interest rate on this note was reduced to 8% and the maturity was extended to November 15, 2015.  The Company received an extension from BOCO until December 15, 2015 at which time we were still unable to make the payment, therefore, the note is currently in default and carries a default rate of 45% per annum.

 

Promissory Note with BOCO dated June 9, 2014

On June 9, 2014, the Company entered into a Convertible Promissory Note Agreement with BOCO Investments, LLC in the amount of $100,000. The note bears interest at 15% per annum until paid in full. Repayment of the note was due August 22, 2014 with a default rate of 45% per annum.

 

On May 26, 2015, as part of the Company’s Loan and Note Modification Agreement dated as of May 15, 2015 with BOCO, the annual interest rate on this note was reduced to 8% and the maturity was extended to November 15, 2015.  The Company received an extension from BOCO until December 15, 2015 at which time we were still unable to make the payment, therefore, the note is currently in default and carries a default rate of 45% per annum.

 

48


 

 

Promissory Note with BOCO dated June 30, 2014

On June 9, 2014, the Company entered into a Convertible Promissory Note Agreement with BOCO Investments, LLC in the amount of $100,000. The note bears interest at 15% per annum until paid in full. Repayment of the note was due August 22, 2014 with a default rate of 45% per annum.

 

On May 26, 2015, as part of the Company’s Loan and Note Modification Agreement dated as of May 15, 2015 with BOCO, the annual interest rate on this note was reduced to 8% and the maturity was extended to November 15, 2015. The Company received an extension from BOCO until December 15, 2015 at which time we were still unable to make the payment, therefore, the note is currently in default and carries a default rate of 45% per annum.

 

Line of Credit with BOCO dated May 1, 2015

On May 1, 2015, the Company entered into a Convertible Promissory Note Agreement with BOCO Investments, LLC in the amount of $100,000. The note bears interest at 15% per annum until paid in full.  Repayment of the note and accrued interest is due October 1, 2015.

 

The Note and accrued interest are convertible into common stock at the lowest price at which common shares in the Company are issued in any round of financing commencing after the date of this Note and prior to the conversion, at the discretion of BOCO.  Although the effective conversion rate on the Note is now $0.12 due to the events of the Loan and Note Modification Agreement dated May 15, 2015, this conversion feature continues to be an embedded derivative and the Company has accounted for the derivative liability accordingly (see Note 3).  The Company received an extension from BOCO until December 15, 2015 at which time we were still unable to make the payment, therefore, the note is currently in default and carries a default rate of 45% per annum.

 

Secured Promissory Note with BOCO dated May 15, 2015

On May 26, 2015, as part of the Company’s Loan and Note Modification Agreement dated as of May 15, 2015 with BOCO, the Company entered into a Secured Line of Credit Promissory Note with BOCO the allows the Company to draw up to $150,000 for approved expenses related to the 2015 mining season.  The note bears interest at 8% per annum on all outstanding balances until paid in full.  Repayment of any outstanding balance on the note and accrued interest was due October 1, 2015.  On October 31, 2015 the outstanding principal balance on the note was $109,346.  The Company received an extension from BOCO until December 15, 2015 at which time we were still unable to make the payment, therefore, the note is currently in default and carries a default rate of 45% per annum.

 

Promissory Note with Giuseppe Dessi dated December 17, 2013

On December 17, 2013, the Company signed a Promissory Note with an accredited investor, Giuseppe Dessi, for an aggregate loan amount of $1,000,000 (the “Dessi Bridge Loan”). Repayment of the Dessi Bridge Loan was due December 16, 2014 by repayment in cash.  The note bears interest at 8% per annum until paid in full.  All of the proceeds from this loan were used to acquire 100% interest in the TMC project from Raven Gold Alaska, Inc.  On May 1, 2015 Guiseppe Dessi and the Company executed an agreement extending the Dessi Bridge Loan note which extends it to December 16, 2016.  This note is no longer in default.

 

Andres Unsecured Promissory Notes

On March 21, 2012 the Company entered into Promissory Note Documents with Fabian Andres and Bill Andres, existing shareholders in the Company. Under the Promissory Note Documents, the Company issued a Convertible Promissory Note to each of Fabian Andres and Bill Andres in the principal amount of $100,000 and $100,000, respectively (“the Andres Notes”). The Andres Notes were due in twelve months and provide for interest at 5% payable in arrears. The Andres Notes are convertible into common stock as $1.00 per share. In addition, the Company issued 50,000 shares of restricted common stock to each party that was expensed to interest at $1.00 per share or $100,000 during the three months ended April 30, 2012. On May 29, 2013, the Company entered into an Amendment to Convertible Promissory Note extending the due date to October 31, 2013. On October 31, 2013, the Company entered into the Second Amendment to Convertible Promissory Notes extending the due date to October 31, 2014 and subsequently entered into the Third Amendment to Convertible Promissory Note extending the note to October 31, 2015.  The Company was unable to make the payments due on October 31, 2015 and as a result these notes are currently in default.  As of October 31, 2015 the principal and accrued interest due on the Notes is $236,137.  

 

49


 

 

The table below summarizes the Company’s future note maturities as of October 31, 2015:

 

Year ended October 31,  

Total

2016   1,109,346
2017 2,500,000
2018   1,852,115
Thereafter   -
  $ 5,461,461

 

NOTE 8.  EQUITY TRANSACTIONS

 

Unless otherwise indicated, all of the following sales or issuances of Company securities were conducted under the exemption from registration as provided under Section 4(2) of the Securities Act of 1933. All of the shares issued were issued in transactions not involving a public offering, are considered to be restricted stock as defined in Rule 144 promulgated under the Securities Act of 1933 and stock certificates issued with respect thereto bear legends to that effect. 

 

We have compensated consultants and service providers with restricted common stock during the Company’s early stages of  operations or when our capital resources were not adequate to provide payment in cash.

 

All of the following transactions were to accredited investors. All were structured to comply with the requirements of the safe harbor afforded by Rule 506 of Regulation D.

 

During the twelve months ended October 31, 2015, the Company had the following unregistered sales of equity securities:

 

Lincoln Park Transaction.

 

On November 20, 2013, we entered into a purchase agreement (the “Purchase Agreement”), together with a registration rights agreement (the “Registration Rights Agreement”), with Lincoln Park Capital Fund, LLC (“Lincoln Park”).

 

Under the terms and subject to the conditions of the Purchase Agreement, Lincoln Park purchased 113,636 shares of our common stock (“Common Stock”) for $100,101 and we have the right to sell to and Lincoln Park is obligated to purchase up to an additional $10 million in shares of Common Stock, subject to certain limitations, from time to time, over the 24-month period commencing on the date that a registration statement, which we agreed to file with the Securities and Exchange Commission (the “SEC”) pursuant to the Registration Rights Agreement, is declared effective by the SEC and a final prospectus in connection therewith is filed.  In connection with the Purchase Agreement we also issued to Lincoln Park 242,529 shares of our common stock and expensed the value of the shares which was $227,977.

 

We may direct Lincoln Park, at our sole discretion and subject to certain conditions, to purchase shares of Common Stock in amounts up to 50,000 shares on any single business day so long as at least one business day have passed since the most recent purchase.  We also can accelerate the amount of Common Stock to be purchased under certain circumstances to up to 100,000 shares per purchase.  However, Lincoln Park’s committed obligation under any single purchase will not exceed $500,000. The purchase price of shares of Common Stock related to the future funding will be based on the prevailing market prices of such shares immediately preceding the date of sales, but in no event will shares be sold to Lincoln Park on a day the Common Stock closing price is less than the floor price ($0.50) as defined in the Purchase Agreement.  Our sales of shares of Common Stock to Lincoln Park under the Purchase Agreement are limited to no more than the number of shares that would result in the beneficial ownership by Lincoln Park and its affiliates, at any single point in time, of more than 9.99% of the then outstanding shares of the Common Stock.

 

50


 

 

Other Transactions.

 

On November 1, 2013, the Company issued 310,000 shares of common stock valued at $1.08, or $334,800, and 310,000 warrants with an exercise price of $1.50 to settle a forward sale and loan agreement with an accredited investor. The warrants were valued at $279,899. The Company recorded $-0- as loss on settlement of forward contract in 2015.

 

On November 23, 2013, pursuant to the terms of a separation agreement, the Company issued 152,000 shares of common stock valued at $1.00 to an officer of the Company.  The $159,000 of expense was recorded as stock compensation expense during the period.

 

On November 25, 2013, the company issued a total of 43,989 shares valued at $1.00 per share to four individuals for services and recognized an expense of $43,989.

 

On January 17, 2014 WASM exercised warrants with an exercise price of $0.001 per share to purchase 52,000 shares of common stock and the Company received cash proceeds of $52.

 

On February 12, 2014, the Company, through TGC, acquired 100% ownership interest in the TMC Project from Raven for $1.8 million in cash and 200,000 shares of WMTN.  No further  payments  are  due  to Raven  from  TGC  under  the  JV  Agreement, (including but not limited to any royalty or residual payments), and  each  party  is  fully  released  from  its  obligations  to the other  under  the JV  Agreement.  The $1.8 million of cash paid to Raven is recorded as Mining Claims in the accompanying consolidated balance sheet along with the 200,000 shares of common stock of the Company has been issued, for which an Acquisition of Mining Claims expense of $136,000 was recognized.

 

 On March 20, 2014, the Company entered into an agreement to reduce our payable for legal services by $75,000 in exchange for 150,000 shares of restricted common stock at a price of $0.50 per share along with a five year warrant for the purchase of 150,000 shares of our common stock at $0.50 per share.   The Company recognized an expense for the warrants of $123,995 after calculating their value using the Black-Scholes pricing model.  On the date of grant, utilizing the Black-Scholes model, the following assumptions were used: expected life of the options of 5 years, expected volatility of 180.81%, risk-free interest rate of 1.76% and no dividend yield.   

 

On April 25, 2014 the Company issued 50,000 shares of common stock and a five year warrant to purchase 50,000 shares of our common stock at $0.50 per share.  The Company recognized an expense of $33,500 for the issuance of the shares and an expense of $30,780 for the warrants after calculating their value using the Black-Scholes pricing model.   On the date of grant, utilizing the Black-Scholes model, the following assumptions were used: expected life of the options of 5 years, expected volatility of 140.61%, risk-free interest rate of 1.72% and no dividend yield.   

 

During the quarter ended July 31, 2014 the Company issued a five year warrant to purchase 230,000 of our common stock at $0.25 per share.  The Company recognized an expense of $191,651 for the warrants after calculating their value using the Black-Scholes pricing model.   On the date of grant, utilizing the Black-Scholes model, the following assumptions were used: expected life of the options of 5 years, expected volatility of 184.2%, risk-free interest rate of 1.79% and no dividend yield.   The Company also issued a three year warrant to purchase 10,000 of our common stock at $0.88 per share.  The Company recognized an expense of $7,795 for the warrants after calculating their value using the Black-Scholes pricing model.   On the date of grant, utilizing the Black-Scholes model, the following assumptions were used: expected life of the options of 3 years, expected volatility of 187.43%, risk-free interest rate of 0.69% and no dividend yield.

 

51


 

      

 

On March 20, 2013, the Company entered into forward sale and loan agreements with three accredited investors for an aggregate loan of $600,000. The Company was required to tender no less than 600 ounces of gold in bar form to the three accredited investors by September 15, 2013, but defaulted on this obligation.  One of the lenders, URenergy, LLC, obtained a judgment against the Company on March 31, 2014 for the amount of $204,143 plus attorneys’ fees and costs.  On August 25, 2014 the Company reached a settlement agreement with URenergy LLC whereby we paid $100,000 in cash and issued 266,667 shares valued $0.45 per share, or $120,000 for a full satisfaction of the judgment.  The Company recorded a loss of $70,000 to settle this forward contract. See Note 3).

 

On September 15, 2014, the Company signed an Employment Agreement with James W. Creamer III and appointed him as Chief Financial Officer.  Under the terms of the agreement, Mr. Creamer’s salary will be $96,000 per year and is eligible for annual bonuses and incentive plans determined by the Company’s Compensation Committee.  Mr. Creamer was also granted 1,000,000 options to purchase the Company’s common stock for $0.50 per share for a period of seven years.  250,000 of the options vested immediately and 250,000 options shall vest on each of the first, second and third anniversaries of employment (See Note 9).  The Company valued the options on the date of grant, utilizing the Black-Scholes model, the following assumptions were used: expected life of the options of 7 years, expected volatility of 175.8%, risk-free interest rate of 2.16% and no dividend yield.  Based on these inputs the options were valued at $490,714 and an expense of $250,923 was recognized for the options that vested during the twelve months ended October 31, 2015.

 

On October 10, 2014 the Company issued 980,000 shares of common stock valued at $0.50 per share under the 2012 Stock Incentive Plan to ten individuals, officers, directors and employees for services to the Company. 

 

On August 1, 2013 the Company issued 12,100 shares of Series A. Convertible Preferred Stock (“Preferred Stock”) for $50.00 per share and each share is convertible into 50 WestMountain Gold common shares at the holders’ option.  In addition the preferred stockholders receive an annual dividend of 10% payable semi-annually, which at the Company’s discretion, may be paid in the Company’s common shares.  During the year ended October 31, 2014, the Company issued 68,750 shares of common stock valued at $0.88 per share to the preferred stockholders and recognized a dividend expense of $60,500.  During the year ended October 31, 2015, the Company issued 398,261 shares of common stock valued at $0.17 per share to the preferred stockholders and recognized a dividend of $66,940.

 

 

A summary of the warrants issued as of October 31, 2015 is as follows:

 

 

October 31, 2015

 

 

 

Weighted

 

 

 

 Average

 

Shares

 

Exercise Price

Outstanding at beginning of period 13,108,880     $ 1.150
Issued -   $ -
Exercised (6,886,615)     0.038
Forfeited -   -
Expired (3,384,181)     1.460
Outstanding at end of period 2,838,084      $ 1.235
Exercisable at end of period 2,838,084       

 

52


 

 

 

 

 

October 31, 2015

 

Weighted

Weighted

 

 

Average

Average

 

Number of

Remaining

Exercise

Shares

Warrants

Life

Price

Exercisable

230,000

3.42

$

0.25

230,000

200,000

3.36

$

0.50

200,000

78,000

5.48

$

0.75

78,000

10,000

1.33

$

0.88

10,000

401,666

1.20

$

1.00

401,666

1,918,418

0.43

$

1.50

1,918,418

2,838,084

1.13

$

1.235

2,838,084


Options:

 

On September 8, 2014 the Company issued 1,000,000 options to an employee to purchase shares of our common stock at $0.50 per share for a period of seven years.  250,000 of the options vested immediately and 250,000 options vest each subsequent year.  On the date of the grant, the Company valued the options at $490,714 using the Black-Scholes option pricing model with the following assumptions: expected life of the options of 7 years, expected volatility of 175.8%, risk-free rate of 2.16% and no dividend yield, and the value of the options are being expensed over the vesting period. 

 

Under the terms the employment contract, the change of control that occurred on May 26, 2015 would have caused these options to vest immediately, but the Company negotiated an agreement with the employee to cancel the existing options and reissue new options to purchase shares under new terms.

 

On July 6, 2015, the Company cancelled the existing options and issued 1,000,000 options to an employee to purchase shares of our common stock at $0.12 per share for a period of approximately 6.25 years.  500,000 of the options vested immediately and 250,000 options vest on each of September 8, 2015 and September 8, 2016.  The transaction was treated as a modification of the terms to the initial grant.  In accordance with ASC 718 the incremental fair value of the new options was calculated and compared to the current fair value of the original grant using the Black-Scholes option pricing model with the following assumptions: expected life of the options of 6.25 years, expected volatility of 148.3%, risk-free rate of 2.00% and no dividend yield.  The incremental value of $6,849 is being expensed over the remaining vesting period of the options in addition to the expense schedule of the existing options, which was adjusted for the new vesting schedule. 

 

53


 

 

A summary of the options issued as of October 31, 2015 is as follows:

 

 

October 31, 2015

 

 

 

Weighted

Average

Exercise

Price

 

 

 

 

 

 

 

Shares

 

Outstanding at beginning of period

1,000,000

 

$

0.50

Issued

1,000,000

 

 

0.12

Exercised

-

 

 

-

Forfeited

1,000,000

 

 

0.50

Expired

-

 

 

-

Outstanding at end of period

1,000,000

 

$

0.12

Exercisable at end of period

750,000

 

 

0.12

 

 

 

October 31, 2015

 

 

Weighted

Average

Remaining

Life

 

Weighted

Average

Exercise

Price

 

 

 

 

 

 

 

Number of

Options

 

 

 

Shares

Exercisable

 

 

 

1,000,000

 

5.85

 

$

0.12

 

750,000

 

 

 

 

 

 

 

 

1,000,000

 

5.85

 

$

0.12

 

750,000

 

 

NOTE 9.  COMMITMENTS, CONTINGENCIES AND LEGAL PROCEEDINGS

 

Except as disclosed, there are no pending legal proceedings against us that are expected to have a material adverse effect on our cash flows, financial condition or results of operations.

 

EMPLOYMENT AGREEMENTS

 

On October 1, 2010, TMC signed an Employment Agreement with Gregory Schifrin, which was assumed by WMTN as a result of the acquisition of TMC in February 2011. Under the terms of the agreement, Mr. Schifrin was appointed Chief Executive Officer for an indefinite period at a salary of $120,000 per year. Mr. Schifrin is eligible for annual bonuses and incentive plans as determined by the Company’s Compensation Committee. Mr. Schifrin is also eligible for employee benefit programs, including 4 weeks of vacation per year, medical benefits and $500 per day spent on the Company’s project sites. Mr. Schifrin may resign with 60 days’ notice. If Mr. Schifrin is terminated without cause, including a change in control (after six months), he is to receive in a lump sum, two times his annual salary, two times his targeted annual bonus, two times his last year’s bonus and any accrued vacation.

 

The Loan Modification Agreement with BOCO dated as of May 15, 2015 provides for the waiver by Greg Schifrin, CEO of the Company, of all rights and benefits under his employment agreement with the Company

 

On November 1, 2013, the Company signed an Employment Agreement with Loni Knepper, and on January 6, 2014, she was appointed Chief Financial Officer.  Under the terms of the agreement, Ms. Knepper’s salary was $105,000 per year and was eligible for annual bonuses and incentive plans determined by the Company’s Compensation Committee.  In addition, Ms. Knepper was granted 50,000 shares of common stock on November 14, 2013 which was valued at $1.00 per shares and was expensed as stock compensation.  On May 23, 2014 Ms. Knepper tendered notice of her resignation to the Company, effective May 26, 2014. 

 

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On September 15, 2014, the Company signed an Employment Agreement with James W. Creamer III and appointed him as Chief Financial Officer.  Under the terms of the agreement, Mr. Creamer’s salary will be $96,000 per year and is eligible for annual bonuses and incentive plans determined by the Company’s Compensation Committee.  Mr. Creamer was also granted 1,000,000 options to purchase the Company’s common stock for $0.50 per share for a period of seven years.  250,000 of the options vested immediately and 250,000 options shall vest on each of the first, second and third anniversaries of employment (See Note 8). 

 

LEASES

 

The Company is obligated under various non-cancelable operating leases for their various facilities and certain equipment and claims agreements.

 

The aggregate unaudited future minimum lease payments, to the extent the leases have early cancellation options and excluding escalation charges, are as follows:

 

 
Years ended October 31,

Total

2016 $ 45,372
2017 $ 46,382
2018 $ 12,000
Beyond $ 12,000
Total $ 115,754
 
55

 


 

 

NOTE 10.  INCOME TAXES

 

The Company has incurred losses since inception, which have generated net operating loss carryforwards. The net operating loss carryforwards arise from United States sources.  The Company does not have income from foreign sources.

Pretax losses arising from United States operations were approximately $1,180,000 for the year ended October 31, 2015.

Pretax losses arising from United States operations were approximately $2,550,000 for the year ended October 31, 2014.

The Company has net operating loss carryforwards of approximately $18,930,000, which expire in 2022-2034. Because it is not more likely than not that sufficient tax earnings will be generated to utilize the net operating loss canyforwards, a corresponding valuation allowance of approximately $8,225,000 and $7,767,000 was established as of October 31, 2015 and 2014 respectively.  Additionally, under the Tax Reform Act of 1986, the amounts of, and benefits from, net operating losses may be limited in certain circumstances, including a change in control.

Section 382 of the Internal Revenue Code generally imposes an annual limitation on the amount ofnet operating loss canyforwards that may be used to offset taxable income when a corporation has undergone significant changes in its stock ownership. There can be no assurance that the Company will be able to utilize any net operating loss carryforwards in the future.

 

A reconciliation of the United States Federal Statutory rate to the Company's effective tax rate for the year ended October 31, 2015 and 2014 is as follows:

 

2015

2014

Federal Statutory Rate -34.0 %   -34.0 %
Increase in Income Taxes Resulting from:
State and local income taxes, net of federal impact -6.0 %   -6.0 %
Non-deductible differences -0.7 % -0.2 %
Change in Valuation allowance 40.7 %   40.2 %
Effective Tax Rate 0.0 % 0.0 %

 

The principal components of the Company's deferred tax assets at October31, 2015 and 2014 are as follows:

 

 

2015

2014

Non-current:
   U.S. net operating loss carryovers $

7,318,319

  $

6,896,287

   Share-based payments

583,003

482,634

   Derivative Gain/Loss  

347,023

   

437,039

   Fixed assets and intangibles

(29,469)

(70,745)

   Other  

6,577

   

21,902

Total

8,225,453

 

7,767,117

Less Valuation Allowance  

(8,225,453)

   

(7,767,117)

Net Deferred Tax Assets $

-

$

-

 

We have a requirement of reporting of taxes based on tax positions which meet a more likely than not standard and which are measured at the amount that is more likely than not to be realized. Differences between financial and tax reporting which do not meet this threshold are required to be recorded as unrecognized tax benefits. This standard also provides guidance on the presentation of tax matters and the recognition of potential IRS interest and penalties.  For the year ended October 31, 2015 and 2014, the Company did not have any unrecognized tax benefits.

The Company classifies penalty and interest expense related to income tax liabilities as an income tax expense. There are no interest and penalties recognized in the statement of operations or accrued on the balance sheet.

The Company files tax returns in the United States, in the states of Alaska, Colorado and Idaho. The tax years 2012 through 2015 remain open to examination by the major taxing jurisdictions to which the Company is subject.

 

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NOTE 11.  ASSET RETIREMENT AND RECLAMATION LIABILITIES

 

This is the first year the Company has prepared a closure plan. We will continue our efforts in 2016 to modify our plan. We will continue to accrue additional estimated ARO amounts based on an asset retirement plan as activities requiring future reclamation and remediation occur. The following table summarizes the Company’s activity in the ARO.

 

Year Ended

October 31,

2015

Beginning balance

-

Changes in estimates

182,992

Accretion expense

1,053

Ending balance

184,045

 

 

 

NOTE 12.  SUBSEQUENT EVENTS

 

Appointment of Director

 

On January 28, 2016, James W. Creamer III was appointed as a director of WestMountain Gold, Inc. (the “Company”) by a majority vote of the directors of the Company.  This appointment fills a vacancy created by the increase in the number of the Company’s directors from three (3) to four (4).  As of the filing of this Current Report on Form 8-K, Mr. Creamer has not been assigned to serve on any committees of the Company board of directors, nor have any arrangements been finalized to compensate Mr. Creamer for his service on the Company’s Board of Directors.  Mr. Creamer will continue to serve as the Chief Financial Officer, Secretary, and Treasurer of the Company.

 

Departure of Directors

 

On January 28, 2016, following the appointment of Mr. Creamer to the Board of Directors, Gregory L. Schifrin, Michael Lavigne, and Dale L. Rasmussen each notified the Company of their respective resignations from the Company’s Board of Directors effective immediately.  The respective decisions of Messrs. Schifrin, Lavigne, and Rasmussen to resign did not involve any disagreement between the Company and any of Messrs. Schifrin, Lavigne, and Rasmussen on any matter relating to the Company’s operations, policies, or practices.

 

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ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

During our fiscal year ended October 31, 2015, the Company changed its independent registered public accounting firm.  The change was not the result of any disagreements with our prior independent registered public accounting firm.  The forgoing description is not complete and is qualified in its entirety by reference to the Company’s Current Report on Form 8-K filed August 10, 2015.

 

ITEM 9A. CONTROLS AND PROCEDURES

 

a) Evaluation of Disclosure Controls and Procedures

 

We conducted an evaluation under the supervision and with the participation of our management, of the effectiveness of the design and operation of our disclosure controls and procedures as of October 31, 2015. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended (“Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures also include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, our principal executive and principal financial officers concluded that, as of October 31, 2015, our disclosure controls and procedures were not effective at the reasonable assurance level due to limited accounting and reporting personnel and a lack of segregation of duties due to limited financial resources and the size of our Company.  We will need to adopt additional disclosure controls and procedures prior to commencement of material operations. Consistent therewith, on an on-going basis we will evaluate the adequacy of our controls and procedures.

 

b) Management’s Annual Report on Internal Control Over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we assessed the effectiveness of our internal control over financial reporting as of the end of the period covered by this report based on the framework in "Internal Control—Integrated Framework" issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that assessment, our principal executive officer and principal financial officer concluded that, as of October 31, 2015, our internal control over financial reporting were ineffective to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements for external purposes in accordance with United States generally accepted accounting principles. 

 

A material weakness is a significant deficiency, or combination of significant deficiencies, that result in there being a more than remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. During the assessment for the year ended October 31, 2015, management identified the following material weaknesses:

 

Lack of Segregation of Duties.  We have an inadequate number of personnel to properly implement control procedures.

 

Lack of Disclosure Controls.  There is a lack of disclosure controls to ensure adequate disclosures are made in our periodic filings.

 

Lack of Continuity in Key Personnel.  We have not maintained continuity in key personnel or have adequate staffing to ensure adequately efficient preparation of financial and operational statements.

 

Lack of Inventory Management Control. The Company lacks sufficient personnel and financial resources to implement adequate handling, tracking, accounting, and safeguarding of ore and finished goods inventory assets.

 

Management is committed to improving its internal controls and will continue to use third party specialists to address shortfalls in staffing and to assist the Company with accounting and finance responsibilities.  At this time, however, management has not established a time table for when it intends to address the aforementioned material weaknesses.

 

The effectiveness of our internal control over financial reporting as of October 31, 2015, is not attested to by an independent registered public accounting firm.  Management’s report was not subject to attestation by the our registered public accounting firm pursuant to rules of the SEC that permit is the Company to provide only management’s report in the annual report.

 

c) Changes in Internal Control Over Financial Reporting

 

During the three months ended October 31, 2015, there were no changes in our internal controls over financial reporting that materially affected, or is reasonably likely to have a materially affect, on our internal control over financial reporting.

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 ITEM 9B. OTHER INFORMATION

 

There were no disclosures of any information required to be filed on Form 8-K during the three months ended October 31, 2015 that were not filed.   

 

ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 

The following table sets forth, as of February 12, 2016, the name, age, and position of each executive officer and director and the tenure in office of each director of the Company.  

 

 
Name

Age

Positions and Offices Held Since
Gregory Schifrin

57

President and Chief Executive Officer February 28, 2011
       
James W. Creamer III

51

Director, Chief Financial Officer, Secretary and Treasurer September 8, 2014

 

As of our fiscal year end on October 31, 2015, Michael Lavigne and Dale L. Rasmussen served as independent directors of the Company and Gregory Schifrin also served as a director.  Each resigned their position as a director of the Company effective January 28, 2016.  James W. Creamer III was named a director of the Company on January 28, 2016.

 

Business Experience Descriptions

 

Set forth below is certain biographical information regarding each of the Company's current executive officers and directors.

 

Our Management Director

 

James W. Creamer III

 

James W. Creamer III was named Chief Financial Officer, Secretary and Treasurer on September 8, 2014, and appointed a director of the Company on January 28, 2016.

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Mr. Creamer has served as Chief Financial Officer for several publicly traded companies since 2005 following a fifteen year Investment Banking career.  Since 2011, Mr. Creamer has been the Principle of Corporate Solution Advisors, LLC which offers contract CFO services to small, growth oriented companies.  From 2010 to 2011, Mr. Creamer served as Chief Financial Officer of NexCore Healthcare Capital Corp., following its acquisition of CapTerra Financial Group, Inc.  In 2005, Mr. Creamer was hired by CapTerra Financial Group, Inc. as its Chief Financial Officer and served in that capacity until 2009 when he was named CapTerras President and Chief Executive Officer and served in that position until CapTerra’s acquisition by NexCore in 2010. 

 

Between 1990 and 2005, Mr. Creamer held positions as Vice President of Commercial Banking at Vectra Bank Colorado, Vice President of Investment Banking at J.P. Turner & Company, Director of Equity Research at Global Capital Securities and Vice President of Institutional Fixed Income Sales at Hanifen Imhoff, Inc.

 

Mr. Creamer received a Bachelor of Science degree in Finance from Arizona State University and holds the Chartered Financial Analyst (CFA) designation. 

 

Mr. Creamer was appointed as a Director based on his significant experience in public company governance accounting, and finance.

 

Other Executive Officers

 

Gregory Schifrin

 

Mr. Schifrin has worked as a geologist and manager for more than 25 years in mining and mineral exploration industry where he has been involved in precious, base metals, and uranium exploration and development. Mr. Schifrin has provided technical services and project management for major and junior mining companies.

 

From February 2011 to the present Mr. Schifrin was the President and CEO of WestMountain Gold, Inc.  He also served as a Director of WestMountain Gold, Inc. from February 2011 to January 28, 2016.  From March 2010 to the present Mr. Schifrin was the President and CEO of Terra Mining Corp. From December 2007 to the present Mr. Schifrin was the President and Director of Silver Verde May Mining Corporation. During his tenure Mr. Schifrin managed corporate finance, accounting, legal and regulatory requirements, exploration, geologic evaluation, project generation and land acquisition. 

 

From March 19, 2012 to the present Mr. Schifrin has served as Director of Fisher Watt. From February 2011 to November 2011 Mr. Schifrin has served as an officer of Colorado Rare Earths and from November 2011 to December 2012 Mr. Schifrin served as a director and officer of US Rare Earths. Mr. Schifrin also served as President and a Director in February and March 2010 of American Mining Corporation.

 

From 1985 Mr. Schifrin was the co-founder and President of Minex Exploration, a mining industry known exploration consulting and service company, where Mr. Schifrin managed a staff of 15 to 20 personnel, clients and contracts, accounting, legal and regulatory requirements, as well as managing exploration projects, grassroots through drilling and development phase, throughout North America for major and junior mining companies.

 

From October 1992 Mr. Schifrin co-founded Selkirk Environmental, Inc., an environmental consulting and service company, where he managed environmental regulatory compliance, risk analysis, pollution cleanup and environmental assessment for public and private clients. 

 

From November of 2006 to December 2007, Mr. Schifrin was the President and CEO of Golden Eagle Mining Corporation, where he managed corporate affairs, geological exploration, property acquisition and accounting. 

 

In August of 1983, Mr. Schifrin received a Bachelor of Science degree in Geology from the University of Idaho, Moscow. He is a registered professional geologist in the State of Washington. Mr. Schifrin resides in Sandpoint, Idaho.

 

Directors

 

Our bylaws authorize no less than one (1) and no more than five (5) directors.  We currently have set the number of Directors at four (4).

 

Term of Office

 

Our Directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws.  Our officers are appointed by our board of directors and hold office until removed by the board.

 

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Family Relationships

 

There are no family relationships among our directors and executive.

 

Involvement in Certain Legal Proceedings

 

None of our directors or executive officers has, during the past ten years:

 

 

Had any petition under the federal bankruptcy laws or any state insolvency law filed by or against, or had a receiver, fiscal agent, or similar officer appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;
Been convicted in a criminal proceeding or a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);
Been the subject of any order, judgment, or decree, not subsequently reversed, suspended, or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:
Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;
Engaging in any type of business practice; or
Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws;
Been the subject of any order, judgment, or decree, not subsequently reversed, suspended, or vacated, of any federal or state authority barring, suspending, or otherwise limiting for more than 60 days the right of such person to engage in any activity described in (i) above, or to be associated with persons engaged in any such activity;
Been found by a court of competent jurisdiction in a civil action or by the SEC to have violated any federal or state securities law, where the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended, or vacated; or
Been found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, where the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended, or vacated.

 

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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

  

The Company’s executive officers, directors and 10% stockholders are required under Section 16(a) of the Exchange Act to file reports of ownership and changes in ownership with the SEC. Copies of these reports must also be furnished to the Company.

 

Based solely on a review of copies of reports furnished to the Company, or written representations that no reports were required, the Company believes that during the fiscal year ended October 31, 2015 its executive officers, directors and 10% holders complied with all filing requirements, with the following possible exceptions:

 

1.     Form 4 for Minex Exploration, Inc./Gregory L. Schifrin dated May 26, 2015 and required to be filed on June 1, 2015 was filed on December 9, 2015.

 

2.    Form 4 for Capital Peak Partners/Michael Lavigne dated May 26, 2015 and required to be filed on June 1, 2015 was filed on December 10, 2015.

 

Committees of the Board of Directors

 

The Board has three standing committees to facilitate and assist the Board in the execution of its responsibilities. The committees are currently the Audit Committee, the Nominations and Governance Committee and the Compensation Committee. The Committees were formed October 26, 2012 and held their first meeting in December, 2012. Due to the recent resignations of all but one of our directors (including all of our independent directors), none of our committees currently have members.  We intend to reconstitute the committees once additional directors are named.  When constituted, the Audit and Compensation committees consists solely of non-employee, independent directors. The Nominations and Governance committee may consist of one management director along with independent directors. Charters for each committee are available on our website at www.westmountaingold.com. The table below shows membership for each of the aforementioned Board committees as of October 31, 2015 (none of the following committees currently has members).

 

 

Audit

 

Compensation

 

Nominating

 

 

 

 

 

Dale L. Rasmussen (Chairman)

 

Michael Lavigne (Chairman)

 

Michael Lavigne (Chairman)

Michael Lavigne

 

Dale L. Rasmussen

 

Dale L. Rasmussen

 

 

 

 

Gregory Schifrin

 

 

Compensation Committee Interlocks and Insider Participation

 

No member of the Compensation Committee during the fiscal year that ended on October 31, 2015, served as an officer, former officer, or employee of the Company or participated in a related party transaction that would be required to be disclosed in this proxy statement. Further, during this period, no executive officer of the Company served as:

 

 

 

 

 

     

a member of the Compensation Committee (or equivalent) of any other entity, one of whose executive officers served as one of our directors or was an immediate family member of a director, or served on our Compensation Committee; or

 

 

 

 

a director of any other entity, one of whose executive officers or their immediate family member served on our Compensation Committee.

 

Code of Conduct and Ethics

 

We have adopted conduct and ethics standards titled the Code of Conduct and Ethics (the “Code of Conduct”), which are available at www.westmountaingold.com. These standards were adopted by the Board to promote transparency and integrity. The standards apply to the Board, executives and employees. Waivers of the requirements of the Code of Conduct or associated polices with respect to members of the Board or executive officers are subject to approval of the full Board.

 

Our Code of Conduct includes the following:

 

- promotes honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest; promotes the full, fair, accurate, timely and understandable disclosure of our financial results in accordance with applicable disclosure standards, including, where appropriate, standards of materiality;

 

- promotes compliance with applicable SEC and governmental laws, rules and regulations;

 

- deters wrongdoing; and

 

- requires prompt internal reporting of breaches of, and accountability for adherence to, the Code of Conduct.

 

On an annual basis, each director and executive officer is obligated to complete a Director and Officer Questionnaire which requires disclosure of any transactions with the Company in which the director or executive officer, or any member of his or her immediate family, have a direct or indirect material interest. Pursuant to the Code of Conduct, the Audit Committee and the Board are charged with resolving any conflict of interest involving management, the Board and employees on an ongoing basis.

 

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 ITEM 11.  EXECUTIVE COMPENSATION

 

Overview of Compensation Program

 

The Compensation Committee of the Board has responsibility for overseeing, reviewing and approving executive compensation and benefit programs in accordance with the Compensation Committee’s charter.  The Compensation Committee was formed October 26, 2012, held its first meeting on December 13, 2012 and met twice during the fiscal year ended October 31, 2015. The Compensation Committee members as of October 31, 2015, were Michael Lavigne (Chairman) and Dale L. Rasmussen. Both members of our Compensation Committee resigned their respective positions as directors effective January 28, 2016, and we currently have not members on our Compensation Committee.

 

This Compensation Discussion and Analysis describes the material elements of compensation awarded to, earned by or paid to each of our named executive officers who served during the year ended October 31, 2015. This compensation discussion primarily focuses on the information contained in the following tables and related footnotes and narrative for the last completed fiscal year. We also describe compensation actions taken after the last completed fiscal year to the extent that it enhances the understanding of our executive compensation disclosure.

 

Compensation Philosophy and Objectives

 

The major compensation objectives for named executive officers are as follows:

 

 

 

 

 

to attract and retain highly qualified individuals capable of making significant contributions to the long-term success of the Company;

 

 

 

 

to motivate and reward named executive officers whose knowledge, skills, and performance are critical to the Company’s success;

 

 

 

 

to closely align the interests of the Company’s named executive officers and other key employees with those of its shareholders; and

 

 

 

 

to utilize incentive based compensation to reinforce performance objectives and reward superior performance; and

 

Role of Chief Executive Officer in Compensation Decisions

 

The Board approves all compensation for the chief executive officer. The Compensation Committee makes recommendations on the compensation for the chief executive officer and approves all compensation decisions, including equity awards, for our named executive officers. Our chief executive officer makes recommendations regarding the base salary and non-equity compensation of other named executive officers that are approved by the Compensation Committee in its discretion.

 

Setting Executive Compensation

 

The Compensation Committee believes that compensation for named executive officers must be managed to what we can afford and in a way that allows us to meet our goals for overall performance. The Compensation Committee attempts to compensate the named executive officers in a manner that is reflective of the financial condition of the Company and does not currently use a peer group of publicly-traded and privately-held companies in structuring the compensation packages.  The Compensation Committee may also take into account the non-binding advice of the shareholders of the Company regarding executive pay.

 

Executive Compensation Components for the Year Ended October 31, 2015

 

The Compensation Committee did not use a formula for allocating compensation among the elements of total compensation during the fiscal year ended October 31, 2015. The Compensation Committee believes that in order to attract and retain highly effective people it must maintain a flexible compensation structure. For fiscal 2015, the principal components of compensation for named executive officers were base salary and stock options.

 

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Base Salary

 

Base salary is intended to ensure that our employees are fairly and equitably compensated. Generally, base salary is used to appropriately recognize and reward the experience and skills that employees bring to the Company and provides motivation for career development and enhancement. Base salary ensures that all employees continue to receive a basic level of compensation that reflects any acquired skills which are competently demonstrated and are consistently used at work.

 

Base salaries for the Company’s named executive officers are initially established based on their prior experience, the scope of their responsibilities and the applicable competitive market compensation paid by other companies for similar positions. During 2015, the Compensation Committee and the Board compensated its Chief Executive Officer and Chief Operating Officer with a monthly salary of $10,000. During 2015, the Committee compensated its Chief Financial Officer with a monthly salary of $8,000. This compensation reflected our financial condition.

 

Performance-Based Incentive Compensation

 

The Compensation Committee believes incentive compensation reinforces performance objectives, rewards superior performance and is consistent with the enhancement of stockholder value. All of the Company’s named executive officers are eligible to receive performance-based incentive compensation. The Compensation Committee did not recommend or approve payment of any performance-based incentive compensation to the named executive officers during 2015 based on our financial condition.

 

Ownership Guidelines

 

We do not require our named executive officers to hold a minimum number of our shares. However, to directly align the interests of executive officers with the interests of the stockholders, we encourage each named executive officer to maintain an ownership interest in the Company.

 

Stock Option Program

 

The Company adopted the 2012 Stock Incentive Plan which was approved by stockholders at the 2013 Annual Meeting of Stockholders.

 

Retirement and Other Benefits

 

We have no other retirement, savings, long-term stock award or other type of plans for the named executive officers.

 

Perquisites and Other Personal Benefits

 

During the year ended October 31, 2015, the Company provided the named Chief Executive Officer and the Chief Financial Officer with medical insurance. No other personal benefits were provided.

 

Tax and Accounting Implications

 

Deductibility of Executive Compensation

 

Subject to certain exceptions, Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code") generally denies a deduction to any publicly held corporation for compensation paid to its chief executive officer and its three other highest paid executive officers (other than the principal financial officer) to the extent that any such individual's compensation exceeds $1 million. “performance-based compensation” (as defined for purposes of Section 162(m)) is not taken into account for purposes of calculating the $1 million compensation limit, provided certain disclosure, shareholder approval and other requirements are met. We periodically review the potential consequences of Section 162(m) and may structure the performance-based portion of our executive compensation to comply with certain exceptions to Section 162(m). However, we may authorize compensation payments that do not comply with the exceptions to Section 162(m) when we believe that such payments are appropriate and in the best interests of the stockholders, after taking into consideration changing business conditions or the officer's performance.

 

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Section 409A is a relatively recent provision of the Code. If an executive is entitled to nonqualified deferred compensation benefits that are subject to Section 409A of the Code, and such benefits do not comply with Section 409A of the Code, the executive would be subject to adverse tax treatment, including accelerated income recognition (in the first year that benefits are no longer subject to a substantial risk of forfeiture) and an additional income tax of 20% of the amount so recognized.

 

REMUNERATION OF EXECUTIVE OFFICERS

 

The following table provides information concerning remuneration of the chief executive officer, the chief financial officer and another named executive officer for the indicated periods.

 

Summary Compensation Table

 

 
Name Principal Position    

Salary ($)

 

Bonus ($)

 

Stock Awards ($)

Non-Equity Incentive Plan Compensation ($)

 

Option Awards ($)

 

Other Compensation ($)

 

Total ($)

Gregory Schifrin (1) Chief Executive Officer, Director   10/31/2015   $ 120,000   $ -   $ -   $ -   $ -   $ -   $ 120,000
10/31/2014 $ 120,000 $ - $ 75,000 $ - $ - $ - $ 195,000
                   
James W. Creamer III (2) CFO, Secretary & Treasurer 10/31/2015 $      96,000 $ - $ - $ - $ 6,849 $ - $ 102,849
  10/31/2014   $ 14,133   $ -   $ 25,000   $ -   $ 490,125   $ 14,867   $ 544,125

 

 

(1)  During the year ended October 31, 2015, and 2014, Mr. Schifrin was paid a monthly salary of $10,000. The 2014 stock award for 150,000 shares of restricted common stock was issued by us on October 10, 2014 at the grant date market value of $0.50 per share.

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(2)  On September 15, 2014, the Company signed an Employment Agreement with James W. Creamer III and appointed him as Chief Financial Officer.  Under the terms of the agreement, Mr. Creamer’s salary will be $96,000 per year and he is eligible for annual bonuses and incentive plans determined by the Company’s Compensation Committee.  Mr. Creamer was also granted 1,000,000 options to purchase the Company’s common stock for $0.50 per share for a period of seven years.  250,000 of the options vested immediately and 250,000 options shall vest on each of the first, second and third anniversaries of employment.  On July 6, 2015, the Company cancelled the existing options and issued 1,000,000 options to Mr. Creamer to purchase shares of our common stock at $0.12 per share for a period of approximately 6.25 years.  500,000 of the options vested immediately, 250,000 options vested on September 8, 2015 and the remaining 250,000 options will vest on September 8, 2016.  The transaction was treated as a modification of the terms to the initial grant.  The 2014 stock award for 50,000 shares of restricted common stock was issued by us on October 10, 2014 at the grant date market value of $0.50 per share.  In addition, Mr. Creamer provided consulting services to the company during the two months prior to his employment for which he was compensated $14,867.

 

Grants of Stock Based Awards in Fiscal Year Ended October 31, 2015

 

We did not provide performance-based incentive compensation paid to the named executive officers during 2015 based on our financial condition.

 

Pension Benefits

 

We do not provide any pension benefits. 

 

Nonqualified Deferred Compensation 

 

We do not have a nonqualified deferred compensation program. 

 

EMPLOYMENT AGREEMENTS

 

On October 1, 2010, TMC signed an Employment Agreement with Gregory Schifrin, which was assumed by WMTN as a result of the acquisition of TMC in February 2011. Under the terms of the agreement, Mr. Schifrin was appointed Chief Executive Officer for an indefinite period at a salary of $120,000 per year. Mr. Schifrin was eligible for annual bonuses and incentive plans as determined by the Company’s Compensation Committee. Mr. Schifrin was also eligible for employee benefit programs, including 4 weeks of vacation per year, medical benefits and $500 per day spent on the Company’s project sites. Mr. Schifrin may resign with 60 days’ notice. If Mr. Schifrin is terminated without cause, including a change in control (after six months), he was to receive in a lump sum, two times his annual salary, two times his targeted annual bonus, two times his last year’s bonus and any accrued vacation. 

 

The Loan Modification Agreement with BOCO dated as of May 15, 2015 provides for the waiver by Greg Schifrin, CEO of the Company, of all rights and benefits under his employment agreement with the Company.  Mr. Schifrin is currently employed by the Company as an “at will” employee without a contract.

 

On September 15, 2014, the Company signed an Employment Agreement with James W. Creamer III and appointed him as Chief Financial Officer.  Under the terms of the agreement, Mr. Creamer’s salary will be $96,000 per year and he is eligible for annual bonuses and incentive plans determined by the Company’s Compensation Committee.  Mr. Creamer was also granted 1,000,000 options to purchase the Company’s common stock for $0.50 per share for a period of seven years.  250,000 of the options vested immediately and 250,000 options shall vest on each of the first, second and third anniversaries of employment.  On July 6, 2015, the Company cancelled the existing options and issued 1,000,000 options to Mr. Creamer to purchase shares of our common stock at $0.12 per share for a period of approximately 6.25 years.  500,000 of the options vested immediately, 250,000 options vested on September 8, 2015 and the remaining 250,000 options will vest on September 8, 2016. 

 

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Definitions Used in Mr. Creamer’s Employment Agreement

 

For purposes of Mr. Creamer’s Employment Agreement described above, the following definitions apply:

 

As used herein, “Cause” is defined as any of the following events which occur during the term of this agreement: Good Cause” means the occurrence of one of the following events without the Executive’s express written consent:

the assignment by the Company of any substantial new or different duties inconsistent with the Executive’s positions, duties, responsibilities and status with the Company immediately prior to such change in assigned duties;

a material reduction in the Executive’s responsibilities, except as a result of the Executive’s death, disability or retirement;

a reduction by the Company in the Executive’s Annual Salary;

a change in the principal executive office of the Company to a location more than 50 kilometres from the then-current location of the principal executive office of the Company;