UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
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QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the quarterly period ended March 31, 2007 |
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TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Idaho
General Mines, Inc.
(Name of small business issuer in its
charter)
IDAHO |
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000-50539 |
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91-0232000 |
(State or other jurisdiction |
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Commission File Number |
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(I.R.S. Employer |
of incorporation or organization) |
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Identification No.) |
10 North Post St., Suite 610
Spokane, WA 99201
Telephone: (509) 838-1213
(Address and telephone number of principal executive offices)
Check whether the issuer (1) 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 at least the past 90 days. YES x NO o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES o NO x
The number of shares outstanding of registrants common stock as of May 10, 2007 was 54,363,631.
Transitional Small Business Disclosure Format (check one): YES o NO x
IDAHO
GENERAL MINES, INC.
(AN EXPLORATION STAGE COMPANY)
Consolidated BALANCE SHEETS
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March 31, |
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December 31 |
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Unaudited |
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ASSETS: |
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CURRENT ASSETS |
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Cash and cash equivalents |
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$ |
24,022,646 |
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$ |
17,882,543 |
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Other Receivables |
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1,794 |
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Deposits |
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309,804 |
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146,563 |
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Prepaid expense |
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28,739 |
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46,223 |
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Total Current Assets |
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24,362,983 |
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18,075,329 |
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PROPERTY AND EQUIPMENT, net |
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534,543 |
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430,638 |
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RECLAMATION BOND |
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490,514 |
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LAND AND MINING CLAIMS |
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12,610,976 |
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7,884,821 |
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TOTAL ASSETS |
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$ |
37,999,016 |
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$ |
26,390,788 |
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LIABILITIES AND STOCKHOLDERS EQUITY |
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CURRENT LIABILITIES |
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Accounts payable and accrued liabilities |
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$ |
2,171,135 |
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$ |
951,474 |
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Provision for post closure monitoring costs |
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211,965 |
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Current portion of long term debt |
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28,875 |
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19,006 |
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Total Current Liabilities |
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2,411,975 |
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970,480 |
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Provision for post closure monitoring cost, net of current portion |
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502,169 |
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Long term debt, net of current portion |
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73,292 |
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57,800 |
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Total Liabilities |
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2,987,436 |
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1,028,280 |
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STOCKHOLDERS EQUITY |
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Preferred stock, Series A, $0.001 par value; 10,000,000 shares authorized, no shares issued and outstanding |
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Common stock, $0.001 par value; 200,000,000 shares authorized, 44,205,545 and 43,397,540 shares issued and outstanding, respectively |
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44,205 |
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43,398 |
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Additional paid-in capital |
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49,675,443 |
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45,221,314 |
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Common stock issuable |
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14,340,878 |
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Accumulated deficit before exploration stage |
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(212,576 |
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(212,576 |
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Accumulated deficit during exploration stage |
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(28,836,370 |
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(19,689,628 |
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Total Stockholders Equity |
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35,011,580 |
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25,362,508 |
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TOTAL LIABILITIES AND STOCKHOLDERS EQUITY |
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$ |
37,999,016 |
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$ |
26,390,788 |
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The accompanying condensed notes are an integral part of these financial statements.
2
IDAHO GENERAL MINES, INC.
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
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Three Months Ended |
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January 1, |
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March 31, |
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March 31, |
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March 31, |
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(Unaudited) |
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(Unaudited) |
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(Unaudited) |
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REVENUES |
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$ |
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$ |
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$ |
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OPERATING EXPENSES: |
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Property research, exploration and development |
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3,911,809 |
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1,145,228 |
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13,926,119 |
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General and administrative expense |
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5,402,506 |
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1,068,795 |
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15,757,306 |
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Realized loss on marketable securities |
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320,900 |
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TOTAL OPERATING EXPENSES |
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9,314,315 |
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2,214,023 |
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30,004,325 |
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LOSS FROM OPERATIONS |
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(9,314,315 |
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(2,214,023 |
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(30,004,325 |
) |
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OTHER INCOME |
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Interest and dividend income |
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167,574 |
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143,606 |
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1,103,104 |
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Realized gain on marketable securities |
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5,089 |
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Income from timber sales |
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59,764 |
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TOTAL OTHER INCOME |
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167,574 |
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143,606 |
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1,167,957 |
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LOSS BEFORE TAXES |
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(9,146,741 |
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(2,070,417 |
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(28,836,368 |
) |
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INCOME TAXES |
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NET LOSS |
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$ |
(9,146,741 |
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$ |
(2,070,417 |
)) |
$ |
(28,836,368 |
) |
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BASIC AND DILUTED NET LOSS PER SHARE OF COMMON STOCK |
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$ |
(0.21 |
) |
$ |
(0.07 |
) |
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WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC AND DILUTED |
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43,746,089 |
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30,910,187 |
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The accompanying condensed notes are an integral part of these interim financial statements.
3
IDAHO GENERAL MINES, INC.
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
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Three Months |
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Three Months |
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1-Jan-02 |
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(Unaudited) |
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(Unaudited) |
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(Unaudited) |
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CASH FLOWS FROM OPERATING ACTIVITIES: |
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Net loss |
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$ |
(9,146,741 |
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$ |
(2,070,417 |
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$ |
(28,836,368 |
) |
Adjustments to reconcile net loss to net cash used by operating activities: |
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Services and expenses paid with common stock |
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303,750 |
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307,855 |
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1,753,890 |
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Depreciation and amortization |
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32,840 |
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4,987 |
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105,862 |
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Gain on sale of investments |
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(9,245 |
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Unrealized loss on securities |
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4,157 |
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Adjustment to equity |
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(7,684 |
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Realized loss on impairment of securities |
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320,900 |
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Equity compensation management and directors |
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3,204,650 |
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116,550 |
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6,125,729 |
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Decrease (increase) in employee advances |
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9,000 |
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Decrease (increase) in prepaid expenses and deposits |
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(145,757 |
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31,571 |
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(368,057 |
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Decrease (increase) in accounts payable and accrued expenses |
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1,165,837 |
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(510,533 |
) |
2,146,825 |
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Net cash used by operating activities |
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(4,585,421 |
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(2,110,987 |
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(18,763,991 |
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CASH FLOWS FROM INVESTING ACTIVITIES: |
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Payments for the purchase of equipment |
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(103,528 |
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(39,142 |
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(481,535 |
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Purchase of securities |
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(457,887 |
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Cash provided from the purchase of mining property, claims |
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1,278,593 |
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1,278,593 |
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Purchase of mining property, claims, options |
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(5,338,592 |
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(4,459,827 |
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(12,805,010 |
) |
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Payments on capital leases |
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(6,221 |
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(6,221 |
) |
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Cash provided by sale of marketable securities |
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246,840 |
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Net cash provided (used) by investing activities |
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(4,169,748 |
) |
(4,498,969 |
) |
(12,225,220 |
) |
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CASH FLOWS FROM FINANCING ACTIVITIES: |
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Cash received for common stock issuable |
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14,340,878 |
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14,340,878 |
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Proceeds from issuance of stock |
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554,394 |
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32,214,149 |
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40,624,766 |
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Net cash provided by financing activities: |
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14,895,272 |
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32,214,149 |
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54,965,644 |
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Net increase (decrease) in cash and cash equivalents |
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6,140,103 |
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25,604,193 |
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23,976,433 |
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Cash and cash equivalents, beginning of period |
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17,882,543 |
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256,773 |
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46,213 |
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Cash and cash equivalents, end of period |
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$ |
24,022,646 |
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$ |
25,860,966 |
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$ |
24,022,646 |
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SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: |
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Income taxes paid |
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$ |
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$ |
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$ |
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Interest paid |
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$ |
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$ |
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$ |
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NON-CASH INVESTING AND FINANCING ACTIVITIES: |
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Common stock issued for equipment |
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$ |
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$ |
10,800 |
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$ |
10,800 |
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Common stock and warrants issued for property |
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$ |
420,000 |
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$ |
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$ |
795,000 |
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Reclamation bond acquired from Equatorial |
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$ |
490,514 |
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$ |
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$ |
490,514 |
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Post closure monitoring cost acquired from Equatorial |
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$ |
750,892 |
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$ |
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$ |
750,892 |
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Accounts payable and accrued expenses acquired from Equatorial |
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$ |
53,824 |
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$ |
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$ |
53,824 |
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The accompanying condensed notes are an integral part of these interim financial statements.
4
IDAHO GENERAL MINES, INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2007
NOTE 1DESCRIPTION OF BUSINESS
Idaho General Mines, Inc. (the Company or IGMI) is an Idaho corporation originally incorporated as General Mines Corporation on November 23, 1925. In 1966, the Company amended its articles of incorporation to change its name to Idaho General Petroleum and Mines Corporation, and amended its articles again in 1967 changing its name to Idaho General Mines, Inc. The Companys historic activities have principally consisted of the exploration for nonferrous and precious metals in and around Shoshone County, Idaho. The Company entered a new exploration stage in early January 2002 when it shifted its focus to minerals exploration. In May 2004, the Company began a search for substantive mineral properties with a focus on metals such as copper, zinc, silver, gold and specialty metals. IGMI entered into an option to lease the Mount Hope molybdenum property located in Nevada in November 2004 and exercised that option in October 2005 after several phases of feasibility studies and project design studies which indicated the attractiveness of the project. IGMI similarly optioned the Hall Tonopah molybdenum-copper property, also in Nevada, in 2005 and exercised that option to purchase the Hall Tonopah property in March 2006 with the intent of assessing economic feasibility by exploring and assessing the propertys potential. Accordingly, IGMI has assumed the role of exploring, and as warranted, developing major mineral deposits which are at a relatively advanced stage and are worthy of economic consideration. IGMI has obtained a portion of the funding to carry out the above objectives and plans to carry such projects forward to production as indicated and as future success in raising of capital allows.
NOTE 2SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of significant accounting policies is presented to assist in understanding the financial statements. The financial statements and notes are representations of the Companys management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.
Accounting Method
The Companys financial statements are prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.
Accounting PronouncementsRecent
In February 2007, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 159. The Fair Value Option for Financial Assets and Financial Liabilities Including an amendment of FASB Statement No. 115. This statement permits entities to choose to measure many financial instruments and certain other items at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. This statement is expected to expand the use of fair value measurement, which is consistent with the Boards long term measurement objective for accounting for financial instruments. This statement is effective as of the beginning of an entitys first fiscal year that begins after November 15, 2007, although earlier adoption is permitted. Management has not determined the effect that adopting this statement would have on the Companys financial condition or results of operation.
In September 2006, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 158, Employers Accounting for Defined Benefit Pension and Other Postretirement Plans an amendment of FASB Statement No. 87,88,106, and 132(R). This statement
5
requires an employer to recognize the overfunded or underfunded status of a defined benefit postretirement plan (other than a multiemployer plan) as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income of a business entity or changes in unrestricted net assets of a not for profit organization. This statement also requires an employer to measure the funded status of a plan as of the date of its year end statement of financial position, with limited exceptions. The adoption of this statement had no immediate material effect on the Companys financial condition or results of operations.
In September 2006, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 157, Fair Value Measurements. This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosure about fair value measurements. This statement applies under other accounting pronouncements that require or permit fair value measurements. This statement does not require any new fair value measurements, but for some entities, the application of this statement may change current practice. The adoption of this statement had no immediate material effect on the Companys financial condition or results of operations.
In June 2006, the Financial Accounting Standards Board issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes an interpretation of FASB Statement No 109 (hereinafter FIN 48), which prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. The Company does not expect the adoption of FIN 48 to have a material impact on its financial reporting, and the Company is currently evaluating the impact, if any the adoption of FIN 48 will have on its disclosure requirements.
In February 2006, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 155, Accounting for Certain Hybrid Financial Instruments, an Amendment of FASB Standards No. 133 and 140. This statement established the accounting for certain derivatives embedded in other instruments. It simplifies accounting for certain hybrid financial instruments by permitting fair value remeasurement for any hybrid instrument that contains an embedded derivative that otherwise would require bifurcation under SFAS No. 133 as well as eliminating a restriction on the passive derivative instruments that a qualifying special-purpose entity may hold under SFAS No. 140. This statement allows a public entity to irrevocably elect to initially and subsequently measure a hybrid instrument that would be required to be separated into a host contract and derivative in its entirety at fair value (with changes in fair value recognized in earnings) so long as that instrument is not designated as a hedging instrument pursuant to the statement. SFAS No. 140 previously prohibited a qualifying special-purpose entity from holding a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. This statement is effective for fiscal years beginning after September 15, 2006, with early adoption permitted as of the beginning of an entitys fiscal year. Management does not expect the adoption of this statement to have a material impact on its financial position or results of operations.
In May 2005, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 154, Accounting Changes and Error Corrections, (hereinafter SFAS No. 154) which replaces Accounting Principles Board Opinion No. 20, Accounting Changes, and SFAS No. 3, Reporting Accounting Changes in Interim Financial StatementsAn Amendment of APB Opinion No. 28. SFAS No. 154 provides guidance on accounting for and reporting changes in accounting principle and error corrections. SFAS No. 154 requires that changes in accounting principle be applied retrospectively to prior period financial statements and is effective for fiscal years beginning after December 15, 2005. Management does not expect the adoption of this statement to have a material impact on its financial position or results of operations.
In March 2005, the Financial Accounting Standards Board issued FASB Interpretation No. 47 Accounting for Conditional Asset Retirement Obligationsan Interpretation of SFAS No. 143, (hereinafter FIN No. 47). FIN No. 47 provides clarification of the term conditional asset retirement obligation as used in paragraph A23 of SFAS No. 143, Accounting for Asset Retirement Obligations.
6
SFAS No. 143 applies to legal obligations associated with the retirement of a tangible long-lived asset, and states that an entity shall recognize the fair value of a liability for an asset retirement obligation in the period in which it is incurred if a reasonable estimate of fair value can be made. The term conditional asset retirement obligation refers to a legal obligation to perform an asset retirement activity in which the timing and/or method of settlement are conditional on a future event that may or may not be within the control of the entity. The obligation to perform the asset retirement activity is unconditional even though uncertainty exists about the timing and/or method of settlement. Thus, the timing and/or method of settlement may be conditional on a future event. Accordingly, an entity is required to recognize a liability for the fair value of a conditional asset retirement obligation if the fair value of the liability can be reasonably estimated. The Company has adopted this statement which currently impacts these financial statements because of the related liability assumed in connection with the Companys acquisition of Equatorial Mining North America, Inc. See Note 11.
Cash and Cash Equivalents
For the purposes of the statement of cash flows, the Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents.
Derivative Instruments
The Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 133 (hereinafter SFAS No. 133), Accounting for Derivative Instruments and Hedging Activities, as amended by SFAS No. 137, Accounting for Derivative instruments and Hedging ActivitiesDeferral of the Effective Date of FASB No. 133, and SFAS No. 138, Accounting for Certain Derivative Instruments and Certain Hedging Activities, and SFAS No. 149, Amendment of Statement No. 133 on Derivative Instruments and Hedging Activities, the last of which is effective June 30, 2003. These statements establish and clarify accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. They require that an entity recognize all derivatives as either assets or liabilities in the balance sheet and measure those instruments at fair value.
If certain conditions are met, a derivative may be specifically designated as a hedge, the objective of which is to match the timing of gain or loss recognition on the hedging derivative with the recognition of (i) the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk or (ii) the earnings effect of the hedged forecasted transaction. For a derivative not designated as a hedging instrument, the gain or loss is recognized in income in the period of change.
Historically, the Company has not entered into derivatives contracts to hedge existing risks or for speculative purposes.
Estimates
The process of preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires the use of estimates and assumptions regarding certain types of assets, liabilities, revenues, and expenses. Such estimates primarily relate to unsettled transactions and events as of the date of the financial statements. Accordingly, upon settlement, actual results may differ from estimated amounts.
Exploration Stage Activities
The Company has been in the exploration stage since January 2002 and has not realized any revenue from operations. It will be primarily engaged in minerals exploration until it enters a development or operations stage.
Fair Value of Financial Instruments
The Companys financial instruments as defined by Statement of Financial Accounting Standards No. 107, Disclosures about Fair Value of Financial Instruments, include cash, accounts payable and accrued liabilities. All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at March 31, 2007 and December 31, 2006.
7
Basic and Diluted Net Loss Per Share
Net loss per share was computed by dividing the net loss by the weighted average number of shares outstanding during the period. The weighted average number of shares was calculated by taking the number of shares outstanding and weighting them by the amount of time that they were outstanding. Diluted net loss per share for IGMI is the same as basic net loss per share, as the inclusion of common stock equivalents would be antidilutive.
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, are capitalized and amortized on a units-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 sold. Capitalized costs are allocated to properties sold based on the proportion of claims sold to the claims remaining within the project area.
Mining Claims and Land
Costs of acquiring and developing mineral properties are capitalized as appropriate by project area. Exploration and related costs and costs to maintain mineral rights and leases are expensed as incurred. When a property reaches the production stage, the related capitalized costs are amortized using the units-of-production method on the basis of periodic estimates of ore reserves. Mineral properties are periodically assessed for impairment of value, and any subsequent losses are charged to operations at the time of impairment. If a property is abandoned or sold, its capitalized costs are charged to operations.
Provision for Taxes
Income taxes are provided based upon the liability method of accounting pursuant to Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes (hereinafter SFAS No. 109). Under this approach, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year-end. A valuation allowance is recorded against the deferred tax asset if management does not believe the Company has met the more likely than not standard imposed by SFAS No. 109 to allow recognition of such an asset.
Reclamation and Remediation
Expenditures for ongoing compliance with environmental regulations that relate to current operations are expensed or capitalized as appropriate. Expenditures resulting from the remediation of existing conditions caused by past operations that do not contribute to future revenue generations are expensed. Liabilities are recognized when environmental assessments indicate that remediation efforts are probable and the costs can be reasonably estimated.
Estimates of such liabilities are based upon currently available facts, existing technology and presently enacted laws and regulations taking into consideration the likely effects of inflation and other societal and economic factors, and include estimates of associated legal costs. These amounts also reflect prior experience in remediating contaminated sites, other companies clean-up experience and data released by The Environmental Protection Agency or other organizations. Such estimates are by their nature imprecise and can be expected to be revised over time because of changes in government regulations, operations, technology and inflation. Recoveries are evaluated separately from the liability and, when recovery is assured, the Company records and reports an asset separately from the associated liability. At March 31, 2007 and December 31, 2006, the Company had accrued liabilities for compliance with environmental regulations of $714,134 and $0 respectively.
8
Reclassification
Certain amounts from prior periods have been reclassified to conform to the current period presentation. This reclassification has resulted in no changes to the Companys accumulated deficit or net losses presented. Previously, directors fees paid by issuing common stock were not disclosed separately in the Companys statement of cash flows. These fees were part of services and expenses paid with common stock.
NOTE 3INVESTMENTS
The Company accounts for its investments in debt and equity securities in accordance with the provisions of Statement of Financial Accounting Standards No. 115, Accounting for Certain Investments in Debt and Equity Securities, and reports its investments in available for sale securities at their fair value, with unrealized gains and losses excluded from income or loss and included in other comprehensive income or loss.
On January 30, 2007, the Company completed its previously announced acquisition of all of the issued and outstanding shares of Equatorial Mining North America, Inc., a Delaware corporation (Equatorial). Upon its acquisition, Equatorial was consolidated as a subsidiary of the Company.
In November 2006, the Company acquired 150,000 shares of common stock at $2.00 per share of Atlas Precious Metals, Inc. in connection with a property acquisition. Because the shares are not readily marketable and relate to a privately held entity, the Company has elected to record its interest at a fair value of zero for financial reporting purposes.
At March 31, 2007 and December 31, 2006 the Company had no marketable securities, apart from the aforementioned Atlas Precious Metals, Inc. stock.
NOTE 4LAND, MINING CLAIMS, PROPERTY, AND EQUIPMENT
During the three months ended March 31, 2007 the Company purchased vehicles for $34,206, field equipment for $45,173, and office and computers and related equipment for $57,366. The vehicles, equipment and computers will be depreciated over useful lives of three to seven years using straight line depreciation. Depreciation expense for the three months ended March 31, 2007 is $32,840.
During the year ended December 31, 2006 the Company purchased vehicles for $164,575, field equipment for $10,116, and office and computers and related equipment and improvements for $260,194. The vehicles, equipment and computers will be depreciated over useful lives of three to seven years using straight line depreciation. Depreciation expense for the year ended December 31, 2006 is $57,578.
On November 12, 2004, IGMI entered into an option to lease all property and assets of the Mount Hope Molybdenum Property from Mt. Hope Mines, Inc. Exercise of the option in October 2005 allows IGMI to proceed for the next 30 years with permitting, developing and mining the deposit and for so long thereafter as IGMI maintains an active operation. At December 31, 2004, the Company had paid $456,286 on the Mount Hope option and issued 500,000 shares of common stock with warrants to purchase 500,000 shares of common stock for the Mount Hope option.
Pursuant to the terms of the lease, the underlying total royalty on production payable to Mt. Hope Mines, Inc., less certain deductions, is 3 percent for a molybdenum price up to $12 per pound, 4 percent for a molybdenum price up to $15 per pound, and 5 percent for a molybdenum price above $15 per pound. IGMI is subject to certain periodic payments totaling $1,550,000 to be paid as per schedule between January 2006 and October 2010. IGMI has a best efforts obligation, by the third anniversary of the lease, to pay Mt. Hope Mines, Inc. a recoverable periodic payment (advance royalty) of 3 percent of the estimated capital cost of the project. This obligation to pay 3 percent of the construction capital is subject to certain extension provisions through October 2013. Minimum royalty payment after the mine commences operations is $0.27 a pound of molybdenum if produced or $500,000 per year if the plant is idle. Additionally, IGMI is obligated to pay Exxon Mineral Company a one percent net smelter royalty on all production
During the year ended December 31, 2005 the Company entered into an option agreement with High Desert Winds LLC (High Desert) for High Deserts approximately ten square mile property in Nye
9
County, Nevada, including water rights, mineral and surface rights, buildings and certain equipment (the Hall Tonopah Property). Pursuant to the terms of this agreement, the Company was granted a nine-month option to purchase the Hall Tonopah Property. The Company extended the option agreement with High Desert with payments of $75,000 in June 2005 and $100,000 in August 2005. The option to purchase the Hall Tonopah Property was subsequently extended to March 17, 2006 with an $80,000 payment on January 17, 2006. On March 17, 2006, the Company entered into a purchase agreement with High Desert whereby it purchased a substantial portion of the Hall Tonopah Property. At closing, the Company paid High Desert a cash payment of approximately $4.5 million for the portion of the Hall Tonopah Property that it purchased and made a deferred payment of $989,789 in November of 2006 for the purchase of the remaining portion of this property for the total purchase price of $5,449,616 including $32,698 in buildings and equipment at the Hall Tonopah site. The primary purpose of the Hall Tonopah purchase was to further the Companys strategy of exploring and developing potential molybdenum properties. The buildings and improvements to the property were valued at $32,698 based on a previous recent transaction at the property, and the remaining amount was allocated to the land. At December 31, 2006 the Hall Tonopah property was subject to a 12 percent royalty payable with respect to the net revenues generated from molybdenum or copper minerals removed from the properties purchased.
On January 30, 2007, the Company completed the acquisition of all of the issued and outstanding shares of Equatorial Mining North America, Inc., a Delaware corporation (Equatorial), from Equatorial Mining Limited (Equatorial Mining Limited). Equatorial holds the 12 percent net smelter royalty interest in the mineral rights of the Hall Tonopah property and as a result of this purchase, the Company now owns the Hall-Tonopah property and all associated mineral rights without future royalty obligations. As set forth in the Purchase Agreement, the Company paid to Equatorial Mining Limited approximately $4.9 million in cash at closing. At first commercial production of the property, the Company has agreed to pay an additional $6.0 million. Because the Company cannot determine beyond a reasonable doubt that the mine will attain commercial production the Company has chosen not to recognize the $6.0 million liability in its financial statements. By purchasing Equatorial, the Company also assumed an approximate $460,000 cash reclamation bond which will continue to be held by the Nevada Department of Environmental Protection and the Bureau of Land Management and acquired cash of approximately $1.3 million.
In July 2006, the Company purchased 1,503 acres of deeded land which includes 70,000 acres of BLM grazing rights and certain water rights known as the Gale Ranch for $1,869,373. This ranch is located near the Mount Hope mine site. The primary reason for the purchase of this asset was to acquire the water rights of 1,200 acre feet for use by the Mount Hope operations. The Company paid $54,982 for the water rights and the remaining amount was used to purchase the land and the grazing rights.
In November 2006, the Company purchased from Atlas Precious Metals, Inc. patented millsite claims for $32,090, water rights for $42,787, fee land in Eureka, Nevada for $26,740 with improvements of $5,350 and 150,000 shares of Atlas Precious Metals, Inc. restricted common stock valued at $2.00 per share plus closing costs at $320,900. This investment was written off and recorded at a fair value of zero for financial reporting purposes. The total capitalized value related to water rights, millsite and fee land is $106,967. The primary purpose of this purchase was to acquire the water rights of 1,448 acre feet for the Mount Hope operation.
On March 2, 2007, the Company purchased the Florence patented lode mining claim for $175,000 cash. This claim is adjacent to the Hall Tonopah property and is included in the total Hall Tonopah Property amount.
On March 23, 2007, the Company completed the purchase of certain patented lode mining claims referred to as the Liberty Claims on property adjacent to Hall Tonopah property for cash of $75,000 and 150,000 shares of restricted common stock valued at $420,000.
The Companys mining claims and land purchased prior to 2006 consist in part of (a) approximately 107 acres of fee simple land in the Pine Creek area of Shoshone County, Idaho, (b) six patented mining claims known as Chicago-London group, located near the town of Murray in Shoshone County, Idaho, (c) 265 acres of private land with three unpatented claims in Josephine County, Oregon, known as the Turner Gold project.
10
Capital assets are recorded at cost. Depreciation is calculated using the straight-line method over three to twenty years. The following is a summary of property, equipment, and accumulated depreciation at March 31, 2007 and December 31, 2006:
|
|
|
|
|
|
Net Book |
|
Net Book |
|
||||
|
|
|
|
Accumulated |
|
Value at |
|
Value at |
|
||||
|
|
Cost |
|
Depreciation |
|
Mar. 31, 2007 |
|
Dec. 31, 2006 |
|
||||
Depreciable Capital Assets: |
|
|
|
|
|
|
|
|
|
||||
Field Equipment |
|
$ |
60,717 |
|
$ |
5,280 |
|
$ |
55,437 |
|
$ |
13,525 |
|
Vehicles |
|
220,157 |
|
43,640 |
|
176,517 |
|
153,621 |
|
||||
Office Furniture |
|
45,511 |
|
10,493 |
|
35,018 |
|
23,734 |
|
||||
Computer Equipment |
|
247,862 |
|
39,557 |
|
208,305 |
|
185,487 |
|
||||
Leasehold Improvements |
|
28,110 |
|
3,238 |
|
24,872 |
|
18,993 |
|
||||
Imp. to Fee Land in Eureka |
|
5,350 |
|
112 |
|
5,238 |
|
5,305 |
|
||||
Bldg & Equip Hall Tonopah |
|
32,698 |
|
3,542 |
|
29,156 |
|
29,973 |
|
||||
Total Depreciable Assets |
|
640,405 |
|
105,862 |
|
534,543 |
|
430,638 |
|
||||
Non Depreciable Capital Assets: |
|
|
|
|
|
|
|
|
|
||||
Pine Creek Land |
|
1,450 |
|
|
|
1,450 |
|
1,450 |
|
||||
Chicago-London Group |
|
80,001 |
|
|
|
80,001 |
|
80,001 |
|
||||
Liberty Claims |
|
495,000 |
|
|
|
495,000 |
|
|
|
||||
Turner Gold Land |
|
415,462 |
|
|
|
415,462 |
|
415,462 |
|
||||
Hall Tonopah Property |
|
9,648,073 |
|
|
|
9,648,073 |
|
5,416,918 |
|
||||
Fee Land Eureka, Nevada |
|
26,740 |
|
|
|
26,740 |
|
26,740 |
|
||||
Atlas Water Rights & Millsite Claims |
|
74,877 |
|
|
|
74,877 |
|
74,877 |
|
||||
Gale Ranch & Water Rights |
|
1,869,373 |
|
|
|
1,869,373 |
|
1,869,373 |
|
||||
Total Non Depreciable Assets |
|
12,610,976 |
|
|
|
12,610,976 |
|
7,884,821 |
|
||||
Total Capital Assets |
|
$ |
13,251,381 |
|
$ |
105,862 |
|
$ |
13,145,519 |
|
$ |
8,315,459 |
|
NOTE 5RELATED PARTY TRANSACTIONS
On January 30, 2007 the Company entered into an employment agreement with a son of the Companys Chairman for services as Director of Projects and Operations. Under this agreement, the Company granted a stock option to purchase 140,000 shares at $2.78 per share, the closing price of the Companys stock on January 30, 2007.
Additional related party transactions are included as part of Note 8.
NOTE 6COMMON STOCK
The Company issued 30,000 shares of stock for an option exercised in 2006. Warrants and options in the amount of 479,053 and 100,000 were exercised for cash in the amount of $524,394 and $30,000 respectively, less brokerage fees of $30,592 on the warrants. The Company issued 150,000 shares of restricted common stock in the completion of the Liberty Claims purchase in the amount of $420,000 and issued 75,000 shares of restricted common stock in exchange for services valued at $303,750. The Company issued 500,000 shares of restricted stock to officers of the Company. During the first three months of 2007, shareholders returned to the Company 38,998 shares of common stock due to a stock option exercise pricing error in 2006. At the end of March, the Company was in the process of a private placement offering and had received $14,000,000 in exchange for 4,117,647 common shares. This transaction has been classified as common stock issuable on the Companys financial statements.
During the year ended December 31, 2006, the Company had conducted two private placements of stock. In these private placements, the Company issued 18,021,936 shares of common stock with warrants for cash of $33,324,130 less placement agent and finders fees of $2,513,383 and issued 170,550 shares of common stock for finders fees valued at $187,605. The Company issued 1,482,147 shares of common stock for the cashless exercise of warrants and 1,008,837 shares of common stock for the cashless exercise of stock options. Warrants and options in the amount of 5,090,833 and 340,000 were exercised for cash in
11
the amount of $4,109,833 and $57,427 respectively, less combined brokerage fees of $230,684. The Company issued 50,000 shares of common stock for services valued at $120,250.
During 2004, the board of directors and shareholders adopted amended and restated articles of incorporation, which authorized the Companys issuance of 200,000,000 shares of common stock with a $0.001 par value. Prior to 2004, the Company was authorized to issue 25,000,000 shares of common stock with a par value of $0.10.
The Company is authorized to issue 200,000,000 shares of common stock. All shares have equal voting rights, are non-assessable and have one vote per share. Voting rights are not cumulative and therefore, the holders of more than 50% of the common stock could, if they choose to do so, elect all of the directors of the Company.
NOTE 7PREFERRED STOCK
On October 28, 2004, shareholders of the Company authorized 10,000,000 shares of no par value preferred stock. The authorized but unissued shares of preferred stock may be issued in designated series from time to time by one or more resolutions adopted by the board of directors. The directors have the power to determine the preferences, limitations and relative rights of each series of preferred stock.
On November 16, 2004, the board of directors unanimously consented to amend the articles of incorporation of the Company. The amendment reclassified 10,000,000 shares of the Companys no par value preferred stock into 10,000,000 shares of $0.001 par value Series A preferred stock. At December 31, 2005 and 2006, no shares of $0.001 par value Series A preferred stock were issued or outstanding.
NOTE 8STOCK BASED COMPENSATION
Stock Options
During the three months ending March 31, 2007 the Company issued 1,120,000 options within the 2006 Plan with an exercise price ranging from $2.41 to $2.78 with vesting at various dates through 2009. These options were granted to members of the board of directors, officers, employees and consultants of the Company. The fair value of each option is estimated on the issue date using the Black-Scholes Option Price Calculation. The following assumptions were made in estimating the fair value: risk free interest of 4.58% to 4.94%; volatility of ..9142 to .9228; dividend rate of 0%; and expected life of 2.0 years. The total value of options awarded during the first three months of 2007 was calculated at $1,606,619. Expense was recorded of $1,814,650 for the options which vested in 2007.
During 2006, the board of directors and shareholders adopted the Idaho General Mines, Inc. 2006 Equity Incentive Plan (the 2006 Plan). During 2004, the board of directors and shareholders adopted the Idaho General Mines, Inc. 2003 Stock Option Plan (the 2003 Plan and together with the 2006 Plan, the Plans). The purpose of the Plans is to give the Company greater ability to attract, retain, and motivate its officers and key employees. The Plans are intended to provide the Company with ability to provide incentives more directly linked to the success of the Companys business and increases in shareholder value.
Under the 2006 Plan, the board of directors is authorized to grant incentive stock options (ISOs) to employees (pursuant to Internal Revenue Code 422), non-statutory stock options, restricted stock awards, restricted stock units and stock appreciation rights. The aggregate number of shares of common stock that may be issued pursuant to awards granted under the 2006 Plan will not exceed 3,500,000 plus the number of shares that are ungranted and those that are subject to reversion under the 2003 Plan. As of March 31, 2007, the maximum number of shares available for issuance under the 2003 Plan was 360,000 shares.
12
Shares under the 2003 Plan that become eligible for awards under the 2006 Plan may not be granted again under the 2003 Plan.
During the year ended December 31, 2006, the Company granted 1,665,000 non-qualified stock options outside of the Plans prior to our AMEX listing with an exercise price ranging from $2.25 to $3.68 with vesting at various dates through 2008. These options were granted to members of the board of directors, officers, and employees of the Company. No options or stock grants were made under the 2006 Plan during the year ended December 31, 2006. The Company issued 60,000 of ISOs within the 2003 Plan with an exercise price of $2.10 with vesting at various dates through 2008. The fair value of each option is estimated on the issue date using the Black-Scholes Option Price Calculation. The following assumptions were made in estimating the fair value: risk free interest of 5%; volatility of 101%; dividend rate of 0% and expected life of 2.4 years. The total value of options awarded during 2006 was calculated at $3,346,975. Expense was recorded of $2,325,500 for the options which vested in 2006.
Restricted Stock
During the three months ending March 31, 2007 the Company issued 500,000 shares of restricted stock to officers of the Company that will vest based on certain performance based milestones established for each officer. The total value of restricted stock awarded and expensed during the first three months of 2007 was calculated at $1,390,000.
13
The following is a summary of the Companys stock option plans as of March 31, 2007:
|
|
Number of |
|
Weighted average |
|
Number of |
|
|
Equity compensation plans not approved by security holders |
|
2,863,333 |
|
$ |
1.66 |
|
n/a |
|
Equity compensation plans approved by security holders: |
|
|
|
|
|
|
|
|
2006 Plan |
|
1,120,000 |
|
$ |
2.77 |
|
1,880,000 |
(1) |
2003 Plan |
|
540,000 |
|
0.59 |
|
360,000 |
|
|
Total |
|
4,523,333 |
|
$ |
1.81 |
|
2,240,000 |
|
(1) The aggregate number of shares of common stock that may be issued pursuant to awards granted under the 2006 Equity Incentive Plan will not exceed 3,500,000 plus the number of shares that are ungranted and those that are subject to reversion under 2003 Stock Plan. Shares under the 2003 Plan that becomes eligible for awards under the 2006 Plan may not be granted again under the 2003 Plan.
The following is a summary of stock option activity in 2006 and 2007:
|
|
Number of Shares |
|
Weighted Average |
|
||
Outstanding January 1, 2006 |
|
4,020,000 |
|
$ |
0.43 |
|
|
Granted |
|
1,725,000 |
|
3.01 |
|
||
Exercised |
|
1,615,000 |
|
0.49 |
|
||
Forfeited |
|
480,000 |
|
|
|
||
Expired |
|
|
|
|
|
||
Outstanding at December 31, 2006 |
|
3,650,000 |
|
$ |
1.48 |
|
|
Options exercisable at December 31, 2006 |
|
2,705,000 |
|
|
|
||
Weighted average fair value of options granted during 2006 |
|
$ |
3.10 |
|
|
|
|
Outstanding January 1, 2007 |
|
3,650,000 |
|
$ |
1.48 |
|
|
Granted |
|
1,120,000 |
|
2.77 |
|
||
Exercised |
|
130,000 |
|
0.26 |
|
||
Forfeited |
|
116,667 |
|
|
|
||
Expired |
|
|
|
|
|
||
Outstanding March 31, 2007 |
|
4,523,333 |
|
$ |
1.81 |
|
|
Exercisable at March 31, 2007 |
|
3,941,666 |
|
|
|
||
Weighted Average Fair Value Granted During 2007 |
|
$ |
1.43 |
|
|
|
14
NOTE 9COMMON STOCK WARRANTS
At the end of March, 2007 the Company was in the process of a private placement offering and had received $14,000,000 in exchange for 4,117,647 common shares with 2,058,824 warrants attached.
During the year ended December 31, 2006, the Company granted 1,596,243 common stock warrants (in conjunction with the issuance of common stock) with an exercise price of $1.75, 85,275 of these warrants are attached to 170,550 shares of stock issued as fee for a private placement. Also the Company granted 8,300,000 common stock warrants (in conjunction with the issuance of common stock) with an exercise price of $3.75; these common stock warrants expire at various dates through 2012. The Company issued 75,000 warrants in exchange for services with a value of $56,778. The fair value of the warrants were estimated using the Black-Scholes Price Calculation.
NOTE 10INCOME TAXES
At March 31, 2007 and December 31, 2006 the Company had deferred tax assets principally arising from the net operating loss carry forwards for income tax purposes multiplied by an expected rate of 34%. As management of the Company cannot determine that it is more likely than not that the Company will realize the benefit of the deferred tax assets, a valuation allowance equal to the deferred tax asset has been established at March 31, 2007 and December 31, 2006. The significant components of the deferred tax asset at March 31, 2007 and December 31, 2006 were as follows:
|
March 31, |
|
December 31, |
|
|||
Net operating loss carry forward |
|
$ |
11,420,000 |
|
$ |
8,425,000 |
|
Deferred tax asset |
|
$ |
3,875,000 |
|
$ |
2,865,000 |
|
Deferred tax asset valuation allowance |
|
$ |
(3,875,000 |
) |
$ |
(2,865,000 |
) |
Net deferred tax asset |
|
$ |
|
|
$ |
|
|
At March 31, 2007 and December 31, 2006 the Company had a net operating loss carry forward of approximately $11,420,000 and $8,425,000 respectively, which expire in the years 2022 through 2027. The change in the allowance account from December 31, 2006 to March 31, 2007 was $1,010,000.
NOTE 11COMMITMENTS AND CONTINGENCIES
In January 2007, the Company entered into a note to purchase a 2007 1 ton pickup for $30,451 at an implied interest rate of 7.2% and with a term of three years.
In December 2006, the Company entered into two five year capital leases for office equipment. The Company in December 2006 also entered into a note to purchase a 2007 1 ton pickup for $33,571 at an interest rate of 0.9% and with a term of three years. The table below shows these obligations over the next five years.
Year |
|
Lease Payment |
|
Interest on Leases |
|
Note Payment |
|
Note Interest |
|
||||
2007 (Remaining portion) |
|
$ |
7,731 |
|
$ |
1,607 |
|
$ |
16,997 |
|
$ |
1582 |
|
2008 |
|
10,308 |
|
1,751 |
|
22,667 |
|
1404 |
|
||||
2009 |
|
10,308 |
|
1,280 |
|
22,667 |
|
551 |
|
||||
2010 |
|
10,308 |
|
780 |
|
943 |
|
6 |
|
||||
2011 |
|
9,449 |
|
251 |
|
|
|
|
|
||||
Total |
|
$ |
48,104 |
|
$ |
5,669 |
|
$ |
63,274 |
|
$ |
3,543 |
|
15
Set forth below is a schedule of the Companys contractual obligations for payments under the Mount Hope lease agreement:
Contractual Obligations for Future Payments under Mount Hope Lease
|
|
|
|
Project Financing Received |
|
Project Financing Not Received |
|
|
Date |
|
Fixed Payment |
|
by Date Indicated |
|
and Deferral Elected |
|
|
April 19, 2007 |
|
$ |
125,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
October 19, 2007 |
|
$ |
350,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
October 19, 2008 |
|
|
|
Greater
of 3% of Construction |
|
$350,000 |
|
|
|
|
|
|
|
|
|
|
|
October 19, 2009 |
|
|
|
Greater
of 3% of Construction |
|
$350,000 |
|
|
|
|
|
|
|
|
|
|
|
October 19, 2010 |
|
|
|
$2,500,000(3) |
|
Greater
of $2,500,000 or 3% of |
|
|
|
|
|
|
|
|
|
|
|
October 19, 2011 |
|
|
|
3%
of Construction Capital |
|
Greater
of (a) $2,500,000 or (b), |
|
|
|
|
|
|
|
|
|
|
|
October 19, 2012 |
|
|
|
3%
of Construction Capital |
|
Greater
of (a) $2,500,000 or (b), |
|
|
|
|
|
|
|
|
|
|
|
October 19, 2013 and each year thereafter(3) |
|
$ |
500,000 |
(3) |
|
|
|
|
(1) If Project Financing is not received by October 19 of the year shown in the left column, then the Company may elect to defer this payment and proceed to make the payments under the column labeled Project Financing Not Received and Deferral Elected. If prior to making all of the payments under the column Project Financing Not Received and Deferral Elected the Company obtains project financing, the Company would be required to make this payment and to pay $500,000 each year thereafter.
(2) In addition to the payments above, the Company is required to pay to MHMI a production royalty after the commencement of Commercial Production of the greater of (i) $.20/lb of molybdenum metal (or the equivalent thereof if another Product is sold) sold from the property (not to exceed the amount of Net Returns we receive for those products) or (ii) 3% of the Net Returns, subject to certain adjustments as set forth in the lease.
(3) To be offset from the production royalty described in (3) above. The Company may recover the aggregate of these payments by retaining 50% of each production royalty payment due to MHMI.
(4) Construction Capital Cost Estimate means the Companys projected costs plus 10% to put the Mount Hope property into commercial production.
On January 30, 2007, the Company completed its previously announced acquisition of all of the issued and outstanding shares of Equatorial Mining North America, Inc., a Delaware corporation (Equatorial), from Equatorial Mining Limited (Equatorial Mining Limited). Equatorial holds a 12 percent net smelter royalty interest in the mineral rights of the Companys Hall
16
Tonopah molybdenum-copper property in Nye County, Nevada. The Company now owns the Hall-Tonopah property and all associated mineral rights without future royalty obligations. As set forth in the Purchase Agreement, the Company paid to Equatorial Mining Limited approximately $4.9 million in cash at closing. At first commercial production of the property, the Company has agreed to pay an additional $6.0 million.
Environmental Considerations:
The Company owns and has owned mineral property interests on certain public and private lands in Shoshone County, Idaho. The Companys mineral property holdings include lands contained in mining districts that have been designated as Superfund sites pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act. The Company and its properties have been and are subject to a variety of federal and state regulations governing land use and environmental matters. The Company believes it has been in substantial compliance with all such regulations, and is unaware of any pending action or proceeding action relating to regulatory matters that would affect the financial position of the Company. At March 31, 2007, the Company had accrued liabilities for compliance with environmental regulations of $714,134. The Companys management acknowledges, however, that the possibility exists that the Company may be subject to further environmental liabilities associated with its properties in the future, and that the amount and nature of any liabilities the Company may be held responsible for is impossible to estimate.
NOTE 12SUBSEQUENT EVENTS
In April 2007, the Company purchased 1,675 acres of land known as the Bobcat Ranch including all water rights and various personal property for $3,000,000 plus another $200,500 earnest money which was deposited in escrow on March 8, 2007 and is recorded in the deposits account as of March 31, 2007. This ranch is located near the Mount Hope mine site.
On March 29, 2007, the Company announced the private placement of units for gross proceeds of $25,000,000, with net proceeds to the Company of approximately $23.5 million before legal and other related expenses. In the aggregate, the Company agreed to issue 7.35 million units at a price of $3.40 per unit. Each unit will consist of one share of common stock and a warrant to purchase one half of one share of common stock. Each warrant will be exercisable at a price of $5.20 per whole share for a period of one year from the date of closing. As of March 31, 2007 the Company had issued 4,117,647 shares and warrants to purchase 2,058,824 shares pursuant to this private placement and had received $14,000,000 and has been classified as Common stock issuable on our financial statements. The Units were offered and sold pursuant to exemptions from registration under Regulation S of the Securities Act of 1933, as amended (the Securities Act), for offers and sales occurring outside the United States, and Rule 506 of Regulation D and Section 4(2) of the Securities Act, as a transaction not involving any public offering. The Company plans to use net proceeds from the financing to continue the permitting and development of the Companys Mount Hope molybdenum project, for drilling and evaluation work on the Hall-Tonopah molybdenum project, and for general corporate purposes.
On May 9, 2007, the Company purchased water rights known as the Risi Ranch water rights for cash of $1,371,429 and 17,000 shares of IGMI restricted stock. The Company has deposited $40,000 in escrow on this transaction.
We completed our Phase 1 drilling program at our Hall-Tonopah project located in Nye County, Nevada. The drilling program was designed to validate and confirm the continuity of mineralization indicated in the previous results of drilling by Anaconda and Cyprus. The new drilling has confirmed previous drill results for the upper ore body, and has indicated near surface high grade mineralization greater than 0.10 % on the east side of the existing molybdenum pit.
17
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The following discussion of our financial condition and plan of operations constitutes managements review of the factors that affected our financial and operating performance for the three months ended March 31, 2007 and 2006. This discussion should be read in conjunction with the financial statements and notes thereto contained elsewhere in this report and in our Form 10-KSB, for the year ended December 31, 2006.
Overview
We are in the business of the exploration, development and, if warranted, the mining of properties containing molybdenum, as well as silver, gold, base metals and other specialty metals. We currently have a 30-year renewable lease for the lands related to, possess surface rights for, and own patented and unpatented claims to, the Mount Hope Project, a primary molybdenum property, located in Eureka County, Nevada. In 2006, we acquired a second significant molybdenum project, the Hall-Tonopah project, located in Nye County, Nevada. We also own other properties and mineral rights on which we intend to conduct mineral exploration and evaluation for determining economic viability for further development. We continue to identify, investigate, and acquire other potential properties for future development.
Mount Hope. In November 2004, we entered into an option agreement with Mount Hope Mines, Inc., or MHMI, pursuant to which we were granted an exclusive one-year option to enter into a lease agreement for Mount Hopes previously drilled molybdenum deposit consisting of 13 patented claims and 109 unpatented claims in Eureka County, Nevada, for a lease period of 30 years. In April 2005, we completed a Phase 1 Mine Feasibility Study with respect to Mount Hope and began the permitting process for placing into production an open pit molybdenum mine, concentrator and processing facility capable of producing 40,000 tonnes (44,093 tons) of ore per day. In October 2005, we exercised the option and our lease agreement with MHMI became effective.
In December 2005, we completed a Technical Report which evaluated the potential to profitably extract the deeper portion of the Mount Hope deposit and augmented the mine plan contained in the 2005 Phase I Mine Feasibility Study. The augmented mine plan currently allows for the mining and processing of 920 million tonnes (1.0 billion tons) of molybdenum bearing rock over a mine production life of 50 or more years.
We are currently in the process of developing a new bankable feasibility study with respect to the Mount Hope Project, which is scheduled to be completed by July 2007. The bankable feasibility study will include optimized mine and waste rock placement plans as well as revised estimates for capital and operating costs in light of industry wide increases in input commodity, labor and construction costs over the last two years. As we are currently focused primarily on the development of the Mount Hope Project, we do not expect to generate revenues from operations before production of molybdenum begins at the Mount Hope Project.
Hall Tonopah. In March 2006, we purchased from High Desert Winds LLC its approximately ten square mile property in Nye County, Nevada, including water rights, mineral and surface rights, buildings and certain equipment. The property includes the former Hall molybdenum and copper deposit which was mined by open pit methods between 1982 and 1985 by the Anaconda Minerals Company and between 1988 and 1991 by Cyprus Metals Company for molybdenum. Equatorial Tonopah, Inc. mined copper from 1999 to 2000 on this property. Much of the deposit was drilled but not developed or mined.
In January 2007, we purchased 100% of the Stock in Equatorial Mining North America, Inc. and its two subsidiaries, which owned a 12% net smelter returns royalty on the Hall-Tonopah property, from Equatorial Mining Pty. Limited.
18
In January 2007, we also began a drilling program at Hall-Tonopah on the molybdenum mineralization of the existing molybdenum pit developed by Cyprus and an east extension mineralized area near the top of the east side of the existing pit. $2.2 million was budgeted for exploratory and mineralization confirmation drilling. This program includes 13 RC drill holes and six diamond drill holes. We expect completion and results of this drilling program in the second quarter of 2007. Assay data will be confirmed through our geological quality control program and then incorporated into a mineralization model.
We also currently own several other properties located in the western United States. These properties include additional advanced-stage molybdenum deposits as well as copper and gold deposits.
Critical Accounting Estimates
Estimates
The process of preparing financial statements in conformity with US GAAP requires the use of estimates and assumptions regarding certain types of assets, liabilities, revenues, and expenses. Such estimates primarily relate to unsettled transactions and events as of the date of the financial statements. Accordingly, upon settlement, actual results may differ from estimated amounts.
Basic and Diluted Net Loss Per Share
Net loss per share was computed by dividing the net loss by the weighted average number of shares outstanding during the period. The weighted average number of shares was calculated by taking the number of shares outstanding and weighting them by the amount of time that they were outstanding.
Mineral Exploration and Development Costs
All exploration expenditures are expensed as incurred. Significant property acquisition payments for active exploration properties are capitalized. If no mineable orebody 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 mineral deposits, and, in the future, to expand the capacity of operating mines, will be capitalized and amortized on a units of production basis over the economically demonstrated proven and probable reserves.
Should a property be abandoned, its capitalized costs are charged to operations. We charge to operations the allocable portion of capitalized costs attributable to properties sold. Capitalized costs are allocated to properties sold based on the proportion of claims sold to the claims remaining within the project area.
19
Mining Claims and Land
Costs of acquiring and developing mineral properties are capitalized as appropriate by project area. Exploration and related costs and costs to maintain mineral rights and leases are expensed as incurred. When a property reaches the production stage, the related capitalized costs are amortized using the units-of-production method on the basis of periodic estimates of ore reserves. Mineral properties are periodically assessed for impairment of value, and any subsequent losses are charged to operations at the time of impairment. If a property is abandoned or sold, its capitalized costs are charged to operations.
Provision for Taxes
Income taxes are provided based upon the liability method of accounting pursuant to the Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes (SFAS No. 109). Under this approach, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year-end. A valuation allowance is recorded against the deferred tax asset if management does not believe we have met the more likely than not standard imposed by SFAS No. 109 to allow recognition of such an asset.
Property and Equipment
Property and equipment are being depreciated over useful lives of three to seven years using straight-line depreciation.
Share-Based Compensation
We account for stock-based compensation in accordance with SFAS No. 123(R), Share-Based Payment. Under the fair value recognition provisions of this statement, share-based compensation cost is measured at the grant date based on the value of the award and is recognized as expense over the vesting period. Determining the fair value of share-based awards at the grant date requires judgment, including estimating expected dividends. In addition, judgment is also required in estimating the amount of share-based awards that are expected to be forfeited. If actual results differ significantly from these estimates, stock-based compensation expense and our results of operations could be materially impacted.
Results of Operations for the Three Months Ended March 31, 2007
Compared to Three Months Ended March 31, 2006
We are classified as an exploration stage company with no producing mines and, accordingly, we do not produce income. Our net loss for the three months ended March 31, 2007 was $(9,146,741) as compared to a net loss of $(2,070,417) for the three months
20
ended March 31, 2006. The increase of $7,076,324 is attributable primarily to increased exploration and documentation studies required to complete our Environmental Impact Statement and our bankable feasibility study at Mount Hope significantly contributed to additional operating expenses. We also incurred higher corporate and administrative costs in a number of areas consistent with our substantially increased activity levels. These costs include employee compensation expenses, expansion of corporate personnel and associated costs, marketing and investor relations expenses, general legal expenses, and accounting and compliance issues reflecting the greater complexity of our operations.
Exploration and development expenditures of $3,911,809 were incurred at the Mount Hope Project and the Hall Tonopah Project during the three months ended March 31, 2007 as exploration and development activity proceeded at a very aggressive pace. This is consistent with our stated objective to complete our Mount Hope Project plans and to focus on the permitting required to bring the project to commercial production. All of the expenditures during the three months ended March 31, 2007 were related to this objective, and associated feasibility study costs represent the majority of expenditures at the Mount Hope Project.
Liquidity and Capital Resources
We have limited capital resources and thus have to rely upon the sale of equity and debt securities for the cash required for exploration and development purposes, for acquisitions and to fund our administration. Since we do not expect to generate any revenues in the near future, we must continue to rely upon the sale of our equity and debt securities to raise capital. There can be no assurance that financing, whether debt or equity, will always be available to us in the amount required at any particular time or for any period or, if available, that it can be obtained on terms satisfactory to us.
Our cash balance at March 31, 2007 was $24,022,646 compared to $25,860,966 at March 31, 2006. Total assets at March 31, 2007 were $37,999,016 compared to $30,907,250 at March 31, 2006. The change in these balances reflects the purchase of property and water rights for our Mount Hope project and the purchase of Equatorial Mining North America to secure the royalty at our Hall Tonopah project offset by proceeds received in March, 2007, from a private placement of equity. Liabilities at March 31, 2007 were $2,987,436 compared to $305,220 at March 31, 2006. This increase in payables reflects our increased accounts payable due to increased drilling expenses and expenses related to the completion of our bankable feasibility study.
On January 10, 2006, we concluded a private placement of 3,441,936 units at a price of $1.10 per unit. Each unit consisted of one share of our common stock and one-half of one warrant to purchase one share of our common stock. Each whole warrant is exercisable for 24 months from the date of issuance and carries an exercise price of $1.75 per whole share. The gross proceeds of this offering were $3,786,129 and, after payment of sales commissions and finders fees, we received net proceeds of $3,620,730.
21
On February 15, 2006, we concluded a private placement of 15,000,000 units at a price of $2.00 per unit. Each unit consisted of one share of our common stock and a warrant to purchase one-half of a share of our common stock. Each whole warrant is exercisable for five years from the date of issuance and carries an exercise price of $3.75 per whole share. The gross proceeds of this offering were $30,000,000 and, after payment of sales commissions and finders fees, we received net proceeds of $27,875,000. In the aggregate, we issued 15 million shares of common stock and warrants to purchase an additional 8.3 million shares, including warrants issued as compensation to the placement agent.
In January 2007, we entered into a note to purchase a 2007 1 ton pickup for $30,451 at an implied interest rate of 7.2% and with a term of three years.
In December 2006, we entered into two five year capital leases for office equipment. In December 2006 we also entered into a note to purchase a 2007 1 ton pickup for $33,571 at an interest rate of 0.9% and with a term of three years. The table below shows these obligations over the next five years.
Year |
|
Lease Payment |
|
Interest on Leases |
|
Note Payment |
|
Note Interest |
|
||||
2007 (Remaining portion) |
|
7,731 |
|
1,607 |
|
16,997 |
|
1,582 |
|
||||
2008 |
|
10,308 |
|
1,751 |
|
22,667 |
|
1,404 |
|
||||
2009 |
|
10,308 |
|
1,280 |
|
22,667 |
|
551 |
|
||||
2010 |
|
10,308 |
|
780 |
|
943 |
|
6 |
|
||||
2011 |
|
9,449 |
|
251 |
|
|
|
|
|
||||
Total |
|
$ |
48,104 |
|
$ |
5,669 |
|
$ |
63,274 |
|
$ |
3,543 |
|
22
Set forth below is a schedule of our contractual obligations for payments under the Mount Hope lease agreement:
Date |
|
Fixed Payment |
|
Project Financing |
|
Project Financing Not |
||
April 19, 2007 |
|
$ |
125,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
October 19, 2007 |
|
$ |
350,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
October 19, 2008 |
|
|
|
Greater of 3% of Construction Capital Cost Estimate (4) or $2,500,000 (1) |
|
Greater of $350,000 or 3% of Construction Capital Cost Estimate |
||
|
|
|
|
|
|
|
||
October 19, 2009 |
|
|
|
$500,000 (2)(4) |
|
Greater of $350,000 or 3% of Construction Capital Cost Estimate |
||
|
|
|
|
|
|
|
||
October 19, 2010 |
|
|
|
$500,000 (2)(4) |
|
Greater of $2,500,000 or 3% of Construction Capital Cost Estimate (4) |
||
|
|
|
|
|
|
|
||
October 19, 2011 |
|
|
|
$500,000 (2)(4) |
|
3% of Construction Capital Cost Estimate minus $2,500,000 (if a positive number) (4) |
||
|
|
|
|
|
|
|
||
October 19, 2012 |
|
|
|
$500,000 (2)(4) |
|
3% of Construction Capital Cost Estimate minus $2,500,000 (if a positive number) (4) |
||
|
|
|
|
|
|
|
||
October 19, 2013 and each year thereafter (3) |
|
$ |
500,000 (2)(4) |
|
|
|
|
|
(1) If Project Financing is not received by October 19, 2008, we may elect to defer this payment and proceed to make the payments under the column labeled Project Financing Not Received and Deferral Elected. If prior to making all of the payments under the column Project Financing Not Received and Deferral Elected we obtain project financing, we would be required to make this payment and to pay $500,000 each year thereafter.
(2) Each of these payments is an advance royalty pursuant to the terms of the lease.
(3) In addition to the payments above, we are required to pay to MHMI a production royalty after the commencement of Commercial Production of the greater of (i) $.20/lb of molybdenum metal (or the equivalent thereof if another Product is sold) sold from the property (not to exceed the amount of Net Returns we receive for those products) or (ii) 3% of the Net Returns, subject to certain adjustments as set forth in the lease.
(4) To be offset from the production royalty described in (3) above. We may recover the aggregate of these payments by retaining 50% of each production royalty payment due to MHMI.
23
In addition, in connection with our purchase of the Hall Tonopah Property, we agreed to make a deferred payment of up to an additional $1,000,000 in purchase price which is payable, if at all, on or before March 17, 2008 depending on the outcome of activities at the property.
Changes in Accounting Policies
We did not change our accounting policies during the three months ended March 31, 2007.
Special Note Regarding Forward-Looking Statements
Certain statements in this report may constitute forward-looking statements, which involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements of our company, the Mount Hope project, Hall Tonopah project and our other projects, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. We use the words may, will, believe, expect, anticipate, intend, future, plan, estimate, potential and other similar expressions to identify forward-looking statements. Forward-looking statements may include, but are not limited to, statements with respect to the following:
· the timing and possible outcome of pending regulatory and permitting matters;
· the parameters and design of our planned initial mining facilities at the Mount Hope Project;
· future financial or operating performances of our company and our projects;
· the estimation and realization of mineralization, if any;
· the timing of exploration, development and production activities and estimated future production, if any;
· estimates related to costs of production, capital, operating and exploration expenditures;
· requirements for additional capital;
· government regulation of mining operations, environmental conditions and risks, reclamation and rehabilitation expenses;
· title disputes or claims;
· limitations of insurance coverage; and
· the future price of molybdenum, gold, silver or other metals.
You should not place undue reliance on these forward-looking statements, which speak only as of the date of this report. These forward-looking statements are based on our current expectations and are subject to a number of risks and uncertainties, including those set forth below. Although we believe that the expectations reflected in these forward-looking statements are reasonable, our actual results could differ materially from those expressed in these forward-looking statements, and any events anticipated in the forward-looking statements may not actually occur. Except as required by law, we
24
undertake no duty to update any forward-looking statements after the date of this report to conform those statements to actual results or to reflect the occurrence of unanticipated events. We qualify all forward-looking statements contained in this report by the foregoing cautionary statements.
ITEM 3. CONTROLS AND PROCEDURES
An evaluation was performed under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this Quarterly Report on Form 10-QSB. Based on the foregoing, our management concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms and such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.
There was no change in our internal control over financial reporting that occurred during the quarter ended March 31, 2007 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II
OTHER INFORMATION
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
During the period covered by this quarterly report, the Company issued (i) 150,000 shares of common stock valued at $420,000 in connection with the purchase of certain patented lode mining claims referred to as the Liberty Claims on property adjacent to Hall Tonopah property and (ii) 75,000 shares of common stock to John Mears in exchange for services valued at $303,750. The foregoing issuances were exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(2) thereof.
ITEM 5. OTHER INFORMATION
On January 30, 2007, Robert Russell resigned his position as our CEO and President and assumed the position of Executive Director pursuant to a 24-month employment agreement. Also on January 30, 2007, we entered into a three year employment contract with Bruce D. Hansen to be our CEO and President.
On February 22, 2007, Robert Llee Chapman submitted his resignation from the Board of Directors and all other positions that he holds with the company, including Chairman of the Audit Committee of the Board of Directors. His resignation was effective March 31, 2007. Also on February 22, 2007, the Board of Directors appointed Mark A. Lettes as a director of the company, effective as of April 1, 2007, filling the vacancy on the Board of Directors due to the resignation of Mr. Chapman. Mr. Lettes has also been appointed to the Chairman of the Audit and Finance Committee of the Board of Directors.
Our Board of Directors revised the executive compensation structure in January 2007, to be effective February 1, 2007, based on the recommendations of the compensation committee. Below is a chart reflecting the new salaries for the executive management and the executive management bonuses that were awarded for prior year activity. The bonus awards were based on a percent of the 2006 salary for Robert Russell and Robert Dumont.
Name |
|
Title |
|
Wage |
|
Bonus |
||
Robert L Russell |
|
Executive Director |
|
$ |
350,000 |
|
$ |
225,000 |
Bruce D. Hansen |
|
President/CEO |
|
$ |
350,000 |
|
$ |
-0- |
Robert L Dumont |
|
Exec VP Bus Dev & Inv Relations & Interim CFO |
|
$ |
205,000 |
|
$ |
135,000 |
25
ITEM 6. EXHIBITS
Exhibit |
|
Description of Exhibit |
|
|
|
31.1 |
|
Certification of CEO pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act |
31.2 |
|
Certification of CFO pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act |
32.1 |
|
Certification of CEO pursuant to 18 U.S.C. Section 1350 |
32.2 |
|
Certification of CFO pursuant to 18 U.S.C. Section 1350 |
26
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
IDAHO GENERAL MINES, INC. |
|||
|
By: |
||
|
|
||
|
|
/s/ Bruce D. Hansen |
|
|
|
Bruce D. Hansen |
|
|
|
President and Chief Executive Officer |
|
|
|
(Principal Executive Officer) |
|
Dated: May 16th, 2007 |
|
27