Quarterly report pursuant to Section 13 or 15(d)

Subsequent Events

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Subsequent Events
9 Months Ended
Sep. 30, 2014
Subsequent Events

9. Subsequent Events

The Company signed a contract with an Partnership owned by an Officer and Director to purchase an option to repurchase certain mineral interest currently held by a third party pursuant to a Purchase and Sales Agreement dated July 10, 2014 with that third party, in exchange for issuing 150,000 of its restricted common shares, on or before October 15, 2014 currently valued at $37,500. The Purchase and Sales Agreement states that the option price is $60,000 if it is exercised after December 1, 2014 and before December 31, 2014. The Company shall have the right, at its option, to put back the purchase from the partnership owned by the related party on or before February 1, 2016, the minerals, which are the subject matter of the Purchase and Sales Agreement described above, in the amount of $97,500 less any disbursement, royalties, or other revenues derived from the minerals during the period between December 1, 2014 and the Put date in the event that disbursement, royalties, and other revenues during the above described period are less than twelve percent (12%) annual return.

Consulting Agreement

Due to the recent need of additional assistance with respect to corporate matters and operational needs, on October 21, 2014, we entered into a Consulting Agreement with William W. Stewart, a Director of the Company to assist with the follow of documents, gathering information on the current properties to assist with further drilling and development, and help with information to speed up the compliance process.

The agreement is for a term of eight months. For his consulting services, we have agreed to pay Mr. Stewart a monthly cash retainer of $3,000 per month. In addition, the Company has agreed to issue Mr. Stewart 40,000 restricted shares (the “Restricted Shares”) of the Company’s common stock which are subject to vesting in increments of 5,000 per month.

The Company may terminate the agreement prior to the end of its term; however, if the agreement is terminated early without cause, the Company will be obligated to pay any remaining monthly cash payments. If Mr. Stewart terminates the agreement prior to the expiration of its term or the Company terminates it for cause, then Mr. Stewart will not be entitled to any further monthly payments. If Mr. Stewart’s service as a Director of the Company or consultant under the agreement cease during the term of the agreement, then he will forfeit the remainder of the unvested Restricted Shares. However, if there is a change of control (as defined in the agreement) in the Company, then any unvested Restricted Shares will immediately vest. A “change of control” includes a (i) tender offer which results in a greater than 50% change in the stock ownership of the Company, (ii) merger or consolidation with another company unless Company stockholders own more than 50% of the outstanding voting securities in the surviving or resulting corporation, and (iii) sale of substantially all of the Company’s assets to a third party.