Document_and_Entity_Informatio
Document and Entity Information | 12 Months Ended |
Dec. 31, 2013 | |
Document and Entity Information [Abstract] | ' |
Document Type | '40-F |
Amendment Flag | 'false |
Document Period End Date | 31-Dec-13 |
Document Fiscal Year Focus | '2013 |
Document Fiscal Period Focus | 'FY |
Entity Registrant Name | 'Gold Reserve Inc. |
Entity Central Index Key | '0001072725 |
Current Fiscal Year End Date | '--12-31 |
Entity Filer Category | 'Accelerated Filer |
Entity Current Reporting Status | 'Yes |
Common Class A | ' |
Document and Entity Information [Abstract] | ' |
Entity Common Stock, Shares Outstanding | 75,522,411 |
Common Class B | ' |
Document and Entity Information [Abstract] | ' |
Entity Common Stock, Shares Outstanding | 500,236 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Current Assets: | ' | ' |
Cash and cash equivalents (Note 4) | $2,975,837 | $8,347,518 |
Marketable securities (Notes 5, 6) | 318,442 | 723,449 |
Deposits, advances and other | 159,194 | 175,293 |
Total current assets | 3,453,473 | 9,246,260 |
Property, plant and equipment, net (Note 7) | 19,303,296 | 19,190,792 |
Total assets | 22,756,769 | 28,437,052 |
Current Liabilities: | ' | ' |
Accounts payable and accrued expenses | 615,273 | 914,977 |
Accrued interest | 64,262 | 64,269 |
Total current liabilities | 679,535 | 979,246 |
Convertible notes (Notes 11 and 14) | 23,998,658 | 20,025,454 |
Other (Note 11) | 1,012,491 | 1,012,491 |
Total liabilities | 25,690,684 | 22,017,191 |
SHAREHOLDERS' EQUITY | ' | ' |
Common shares and equity units | 289,149,413 | 283,482,779 |
Contributed Surplus | 5,171,603 | 5,171,603 |
Warrants | 543,915 | 0 |
Stock options (Note 9) | 19,849,225 | 19,762,883 |
Accumulated deficit | -317,645,497 | -302,209,087 |
Accumulated other comprehensive income (loss) | -2,574 | 211,683 |
Total shareholders' equity (deficit) | -2,933,915 | 6,419,861 |
Total liabilities and shareholders' equity | $22,756,769 | $28,437,052 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) | Dec. 31, 2013 | Dec. 31, 2012 |
Class A Authorized: Unlimited | ' | ' |
Issued and outstanding | 75,522,411 | 72,211,473 |
Equity Units | ' | ' |
Issued and outstanding | 500,236 | 500,236 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | 48 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | |
Cash Flows from Operating Activities: | ' | ' | ' | ' |
Net loss for the period | ($15,436,410) | ($10,025,101) | ($23,612,393) | ($70,711,034) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' | ' | ' |
Stock option compensation | 594,517 | 2,682,742 | 2,723,577 | 6,100,368 |
Depreciation | 15,781 | 22,806 | 68,222 | 239,462 |
Gain on settlement of debt | -340 | -8,089,095 | -1,304 | -8,090,739 |
Gain on sale of equipment | 0 | -97,965 | -1,460,727 | -1,978,105 |
Gain on sale of subsidiaries | 0 | 0 | 0 | -474,577 |
Write-down of machinery and equipment | 0 | 71,166 | 1,881,959 | 4,471,921 |
Amortization of premium on marketable debt securities | 0 | 0 | 0 | 175,020 |
Accretion of convertible notes | 3,975,719 | 852,045 | 1,081,074 | 6,921,520 |
Securities received in settlement of litigation | 0 | -101,482 | 0 | -101,482 |
Net (gain) loss on sale of marketable securities | 4,039 | -7,373 | -772,698 | -1,017,653 |
Impairment of marketable securities | 178,250 | 433,973 | 0 | 612,223 |
Shares issued for compensation | 5,827 | 2,125,815 | 1,560,159 | 4,162,216 |
Changes in non-cash working capital: | ' | ' | ' | ' |
Net decrease in deposits and advances | 10,272 | 22,269 | 189,712 | 314,065 |
Net increase (decrease) in accounts payable and accrued expenses | -299,711 | -1,061,430 | 442,976 | -3,075,018 |
Net cash used in operating activities | -10,952,056 | -13,171,630 | -17,899,443 | -62,451,813 |
Cash Flows from Investing Activities: | ' | ' | ' | ' |
Proceeds from disposition of marketable securities | 8,461 | 13,645 | 1,666,751 | 12,847,644 |
Purchase of marketable securities | 0 | 0 | -698,574 | -1,726,718 |
Purchase of property, plant and equipment | -128,285 | -159,138 | -50,478 | -9,834,593 |
Proceeds from sales of equipment | 0 | 277,965 | 16,457,541 | 25,650,121 |
Decrease in restricted cash | 0 | 0 | 0 | 9,489,777 |
Deconsolidation of subsidiaries | 0 | 0 | 0 | -1,429,655 |
Net cash provided by (used in) investing activities | -119,824 | 132,472 | 17,375,240 | 34,996,576 |
Cash Flows from Financing Activities: | ' | ' | ' | ' |
Net proceeds from the issuance of common shares and warrants | 5,700,199 | 81,925 | 15,778 | 5,841,563 |
Restructure fees | 0 | -2,585,119 | 0 | -2,585,119 |
Settlement of convertible notes | 0 | -33,787,500 | -683 | -33,788,183 |
Net cash provided by (used in) financing activities | 5,700,199 | -36,290,694 | 15,095 | -30,531,739 |
Change in Cash and Cash Equivalents: | ' | ' | ' | ' |
Net decrease in cash and cash equivalents | -5,371,681 | -49,329,852 | -509,108 | -57,986,976 |
Cash and cash equivalents - beginning of period | 8,347,518 | 57,677,370 | 58,186,478 | 60,962,813 |
Cash and cash equivalents - end of period | $2,975,837 | $8,347,518 | $57,677,370 | $2,975,837 |
CONSOLIDATED_STATEMENTS_OF_CHA
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (USD $) | Total | Common Shares | Equity Units Number | Shares and Equity Units Amount | Contributed Surplus | Warrants | Stock Option Amount | Accumulated Deficit | Accumulated Other Comprehensive income (loss) | KSOP Debt |
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | |||
Balance at Dec. 31, 2010 | ' | ' | ' | $243,582,458 | $5,171,603 | ' | $14,518,570 | ($268,571,593) | $1,217,915 | ($110,691) |
Balance (in shares) at Dec. 31, 2010 | ' | 58,769,851 | 500,236 | ' | ' | ' | ' | ' | ' | ' |
Net loss | ' | ' | ' | ' | ' | ' | ' | -23,612,393 | ' | ' |
Other comprehensive loss | ' | ' | ' | ' | ' | ' | ' | ' | -1,176,173 | ' |
Stock option compensation | ' | ' | ' | ' | ' | ' | 2,723,577 | ' | ' | ' |
Fair value of options exercised | ' | ' | ' | 98,869 | ' | ' | -98,869 | ' | ' | ' |
Common shares issued for: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Option exercises | ' | ' | ' | 15,778 | ' | ' | ' | ' | ' | ' |
Option exercises (in shares) | ' | 95,921 | ' | ' | ' | ' | ' | ' | ' | ' |
Services | ' | ' | ' | 326,160 | ' | ' | ' | ' | ' | ' |
Services (in shares) | ' | 178,200 | ' | ' | ' | ' | ' | ' | ' | ' |
KSOP allocation | ' | ' | ' | ' | ' | ' | ' | ' | ' | 110,691 |
Net loss | 2,358,514 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Balance at Dec. 31, 2011 | ' | ' | ' | 244,023,265 | 5,171,603 | ' | 17,143,278 | -292,183,986 | 41,742 | ' |
Balance (in shares) at Dec. 31, 2011 | ' | 59,043,972 | 500,236 | ' | ' | ' | ' | ' | ' | ' |
Net loss | ' | ' | ' | ' | ' | ' | ' | -10,025,101 | ' | ' |
Other comprehensive income | ' | ' | ' | ' | ' | ' | ' | ' | 169,941 | ' |
Stock option compensation | ' | ' | ' | ' | ' | ' | 2,682,742 | ' | ' | ' |
Fair value of options exercised | ' | ' | ' | 63,137 | ' | ' | -63,137 | ' | ' | ' |
Common shares issued for: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible notes restructure | ' | ' | ' | 37,185,877 | ' | ' | ' | ' | ' | ' |
Convertible notes restructure (in shares) | ' | 12,412,501 | ' | ' | ' | ' | ' | ' | ' | ' |
Option exercises | ' | ' | ' | 81,925 | ' | ' | ' | ' | ' | ' |
Option exercises (in shares) | ' | 52,500 | ' | ' | ' | ' | ' | ' | ' | ' |
Services | ' | ' | ' | 2,128,575 | ' | ' | ' | ' | ' | ' |
Services (in shares) | ' | 702,500 | ' | ' | ' | ' | ' | ' | ' | ' |
Net loss | 9,633,453 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Balance at Dec. 31, 2012 | 6,419,861 | ' | ' | 283,482,779 | 5,171,603 | ' | 19,762,883 | -302,209,087 | 211,683 | ' |
Balance (in shares) at Dec. 31, 2012 | ' | 72,211,473 | 500,236 | ' | ' | ' | ' | ' | ' | ' |
Common shares issued for: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Private placement | ' | ' | ' | 4,478,566 | ' | ' | ' | ' | ' | ' |
Private placement (in shares) | ' | 1,750,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Option exercises | ' | ' | ' | 677,718 | ' | ' | ' | ' | ' | ' |
Option exercises (in shares) | ' | 1,560,188 | ' | ' | ' | ' | ' | ' | ' | ' |
Debt settlement | ' | ' | ' | 2,175 | ' | ' | ' | ' | ' | ' |
Debt settlement (in shares) | ' | 750 | ' | ' | ' | ' | ' | ' | ' | ' |
Net loss | -176,598 | ' | ' | ' | ' | ' | ' | -15,436,410 | ' | ' |
Other comprehensive loss | ' | ' | ' | ' | ' | ' | ' | ' | -214,257 | ' |
Stock option compensation | ' | ' | ' | ' | ' | ' | 594,517 | ' | ' | ' |
Fair value of options exercised | ' | ' | ' | 508,175 | ' | ' | -508,175 | ' | ' | ' |
Fair value of warrants issued | ' | ' | ' | ' | ' | 543,915 | ' | ' | ' | ' |
Balance at Dec. 31, 2013 | ($2,933,915) | ' | ' | $289,149,413 | $5,171,603 | $543,915 | $19,849,225 | ($317,645,497) | ($2,574) | ' |
Balance (in shares) at Dec. 31, 2013 | ' | 75,522,411 | 500,236 | ' | ' | ' | ' | ' | ' | ' |
CONSOLIDATED_STATEMENTS_OF_CHA1
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Parenthetical) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Statement of Stockholders' Equity [Abstract] | ' | ' | ' |
Average share price of stock issued for exercised options | $0.43 | $1.56 | $0.16 |
Average share price of stock issued for services | ' | $3.03 | $1.83 |
Average share price of stock issued for private placement | $2.56 | ' | ' |
Average share price of stock issued for debt settlement | $2.90 | ' | ' |
CONSOLIDATED_STATEMENTS_OF_COM
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (USD $) | 12 Months Ended | 48 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | |
Income Statement [Abstract] | ' | ' | ' | ' |
Net loss for the period | ($15,436,410) | ($10,025,101) | ($23,612,393) | ($70,711,034) |
Other comprehensive income (loss), net of tax: | ' | ' | ' | ' |
Unrealized gain (loss) on marketable securities | -396,546 | -256,659 | -403,475 | 680,081 |
Realized (gain) loss included in net loss | 4,039 | -7,373 | -772,698 | -1,017,653 |
Impairment of marketable securities | 178,250 | 433,973 | 0 | 612,223 |
Other comprehensive income (loss) | -214,257 | 169,941 | -1,176,173 | 274,651 |
Comprehensive loss for the period | ($15,650,667) | ($9,855,160) | ($24,788,566) | ($70,436,383) |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | 48 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | |
OTHER INCOME (LOSS) | ' | ' | ' | ' |
Interest | $1,146 | $15,727 | $116,956 | $375,999 |
Litigation settlement | 0 | 1,891,035 | 0 | 1,891,035 |
Gain (loss) on sale of marketable securities | -4,039 | 7,373 | 772,698 | 1,017,653 |
Loss on impairment of marketable securities | -178,250 | -433,973 | 0 | -612,223 |
Gain on sale of equipment | 0 | 97,965 | 1,460,727 | 1,978,105 |
Gain on sale of subsidiaries | 0 | 0 | 0 | 474,577 |
Gain on settlement of debt (Note 11) | 340 | 8,089,095 | 1,304 | 8,090,739 |
Foreign currency gain (loss) | 4,205 | -33,769 | 6,829 | -44,642 |
Net OTHER INCOME (LOSS) | -176,598 | 9,633,453 | 2,358,514 | 13,171,243 |
EXPENSES | ' | ' | ' | ' |
Corporate general and administrative | 3,113,320 | 6,784,223 | 6,076,547 | 19,788,439 |
Exploration | 1,116,339 | 940,122 | 1,291,527 | 3,347,988 |
Legal and accounting | 512,344 | 1,490,716 | 518,216 | 2,967,887 |
Venezuelan operations | 196,196 | 586,956 | 1,163,792 | 3,661,487 |
Arbitration (Note 3) | 3,982,436 | 3,416,729 | 6,659,359 | 20,348,171 |
Equipment holding costs | 913,913 | 1,037,600 | 1,669,254 | 5,187,948 |
Write-down of machinery and equipment | 0 | 71,166 | 1,881,959 | 4,471,921 |
Total EXPENSES | 9,834,548 | 14,327,512 | 19,260,654 | 59,773,841 |
Loss before interest expense | -10,011,146 | -4,694,059 | -16,902,140 | -46,602,598 |
Interest expense | -5,425,264 | -5,331,042 | -6,710,253 | -24,108,436 |
Net loss for the period | ($15,436,410) | ($10,025,101) | ($23,612,393) | ($70,711,034) |
Net loss per share, basic and diluted | ($0.21) | ($0.16) | ($0.40) | ' |
Weighted average common shares outstanding | 74,255,484 | 61,377,173 | 59,470,615 | ' |
Cash_and_Cash_Equivalents
Cash and Cash Equivalents: | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Cash and Cash Equivalents: [Abstract] | ' | ||||||||
Cash and Cash Equivalents: | ' | ||||||||
Note 4. Cash and Cash Equivalents: | |||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Bank deposits | $ | 1,578,903 | $ | 2,981,234 | |||||
Money market funds | 1,396,934 | 5,366,284 | |||||||
Total | $ | 2,975,837 | $ | 8,347,518 | |||||
At December 31, 2013 and 2012, the Company had cash of approximately $1,200 and $9,000 respectively, in Venezuela. |
Expropriation_of_Brisas_Projec
Expropriation of Brisas Project by Venezuela and Related Arbitration: | 12 Months Ended |
Dec. 31, 2013 | |
Expropriation of Brisas Project by Venezuela and Related Arbitration: [Abstract] | ' |
Expropriation of Brisas Project by Venezuela and Related Arbitration: | ' |
Note 3. Expropriation of Brisas Project by Venezuela and Related Arbitration: | |
In April 2008, after a series of actions which concluded with the revocation of the Company's previously authorized right to develop the Brisas Project, the Venezuelan government expropriated the Brisas Project and also effectively deprived the Company of its ability to further develop the Choco 5 Property. | |
The Company commenced arbitration in October 2009 by filing a Request for Arbitration under the Additional Facility Rules of the International Centre for Settlement of Investment Disputes ("ICSID"), against the Bolivarian Republic of Venezuela ("Respondent") seeking compensation in the arbitration for all of the losses and damages resulting from Venezuela's wrongful conduct (Gold Reserve Inc. v. Bolivarian Republic of Venezuela (ICSID Case No. ARB(AF)/09/1) (the “Brisas Arbitration”)). The Company's claim as last updated in its July 2011 Reply totals approximately $2.1 billion which includes interest from April 14, 2008 (the date of the loss) to July 29, 2011 (the date of the Company's reply) of approximately $400 million. The claim, including accrued interest since the loss to the date of the Tribunal's decision, represents the estimated fair market value of the legal rights to develop the Brisas Project and the value of the Choco 5 Property. | |
The Company is well advanced in the arbitration process. The Tribunal held an oral hearing on the merits with the Parties in February 2012 and the Parties submitted post-hearing briefs in March, May and June 2012 as requested by the Tribunal. In July 2012, the Tribunal issued a procedural order requesting both Parties to submit further expert reports addressing certain valuation issues. The expert initial and reply reports for both Parties were filed May 24 and June 28, 2013, respectively, and on August 5, 2013 the Parties filed final comments on the expert reports. On October 15 and 16, 2013 the Tribunal held an oral hearing focused on the additional expert evidence requested in its previous procedural order. Subsequent to the October oral hearing the Tribunal issued post-hearing procedural instructions and the Parties submitted post-hearing briefs on December 23, 2013. | |
An ICSID Additional Facility Award is enforceable globally under the New York Convention, an international convention regarding the recognition and enforcement of arbitral awards with over one hundred forty State parties. There are clear, well documented procedures for identifying sovereign assets located in one or more of these Member States and for enforcing arbitral awards by attaching such assets. | |
The Board of Directors approved a Bonus Pool Plan ("Bonus Plan") in May 2012, which is intended to reward the participants, including named executive officers, employees, directors and consultants, for their past and future contributions including their efforts related to the development of the Brisas Project, execution of the arbitration claim and the collection of an award, if any. The bonus pool under the Bonus Plan will generally be comprised of the gross proceeds collected or the fair value of any consideration realized related to such transactions less applicable taxes times 1% of the first $200 million and 5% thereafter. Participation in the Bonus Plan vests upon the participant's selection by the Committee of independent directors, subject to voluntary termination of employment or termination for cause. The Company currently does not accrue a liability for the Bonus Plan as events required for payment under the Plan have not yet occurred. | |
Pursuant to its 2012 debt restructuring, the Company issued a CVR which entitles each note holder participating in the Restructuring to receive, net of certain deductions (including income tax calculation and the payment of current obligations of the Company), a pro rata portion of a maximum aggregate amount of 5.468% of the proceeds actually received by the Company with respect to the Brisas Arbitration proceedings or disposition of the Brisas Project mining data. The proceeds, if any, could be cash, commodities, bonds, shares or any other consideration received by the Company and if such proceeds are other than cash, the fair market value of such non-cash proceeds, net of any required deductions (e.g., for taxes) will be subject to the CVR. |
Fair_Value_Measurements
Fair Value Measurements: | 12 Months Ended | ||||||
Dec. 31, 2013 | |||||||
Fair Value Measurements: [Abstract] | ' | ||||||
Fair Value Measurements: | ' | ||||||
Note 6. Fair Value Measurements: | |||||||
ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels: Level 1 inputs are quoted prices in active markets for identical assets or liabilities, Level 2 inputs are inputs other than quoted prices included within Level 1 that are directly or indirectly observable for the asset or liability and Level 3 inputs are unobservable inputs for the asset or liability that reflect the entity's own assumptions. The Company has an equity investment in a privately held exploration-stage mining company which is classified as Level 3. The estimate of the fair value of this investment includes observable inputs being recently completed equity transactions by the held company. | |||||||
Fair value | Level 1 | Level 2 | Level 3 | ||||
31-Dec-13 | |||||||
Marketable securities | $318,442 | $271,436 | - | $47,006 | |||
Convertible notes | $21,773,229 | - | $21,773,229 | - | |||
Fair value | Level 1 | Level 2 | Level 3 | ||||
31-Dec-12 | |||||||
Marketable securities | $723,449 | $673,238 | - | $50,211 | |||
Convertible notes | $18,973,603 | - | $18,973,603 | - | |||
Income_Tax
Income Tax: | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Income Tax: [Abstract] | ' | |||
Income Tax: | ' | |||
Note 13. Income Tax: | ||||
Income tax expense differs from the amount that would result from applying Canadian tax rates to net loss before taxes. These differences result from the items noted below: | ||||
2013 | 2012 | 2011 | ||
Income tax benefit based on Canadian tax rates | $3,859,103 | $2,506,275 | $6,257,284 | |
Increase (decrease) due to: | ||||
Different tax rates on foreign subsidiaries | 284,904 | 623,387 | 474,459 | |
Non-deductible expenses | -1,419,266 | -2,617,969 | -1,428,111 | |
Change in valuation allowance and other | -2,724,741 | -511,693 | -5,303,632 | |
$ - | $ - | $ - | ||
No current income tax has been recorded by the parent company for the three years ended December 31, 2013. The Company has recorded a valuation allowance to reflect the estimated amount of the future tax assets which may not be realized, principally due to the uncertainty of utilization of net operating losses and other carry forwards prior to expiration. The valuation allowance for future tax assets may be reduced in the near term if the Company's estimate of future taxable income changes. The components of the Canadian and U.S. future income tax assets as of December 31, 2013 and 2012 were as follows: | ||||
Future Tax Asset | ||||
2013 | 2012 | |||
Accounts payable and accrued expenses | $28,507 | $33,869 | ||
Property, plant and equipment | -3,714 | -5,248 | ||
Total temporary differences | 24,793 | 28,621 | ||
Net operating loss carry forward | 40,192,459 | 37,543,580 | ||
Alternative minimum tax credit | 19,871 | 19,871 | ||
Total temporary differences, operating losses | ||||
and tax credit carry forwards | 40,237,123 | 37,592,072 | ||
Valuation allowance | -40,237,123 | -37,592,072 | ||
Net deferred tax asset | $ - | $ - | ||
At December 31, 2013, the Company had the following U.S. and Canadian tax loss carry forwards: | ||||
U.S. | Canadian | Expires | ||
$ - | $1,623,389 | 2014 | ||
- | 2,023,363 | 2015 | ||
1,386,674 | - | 2018 | ||
1,621,230 | - | 2019 | ||
665,664 | - | 2020 | ||
896,833 | - | 2021 | ||
1,435,774 | - | 2022 | ||
1,806,275 | - | 2023 | ||
2,386,407 | - | 2024 | ||
3,680,288 | - | 2025 | ||
4,622,825 | 2,456,831 | 2026 | ||
6,033,603 | 4,559,558 | 2027 | ||
4,360,823 | 17,378,957 | 2028 | ||
1,769,963 | 16,470,166 | 2029 | ||
2,159,079 | 20,347,975 | 2030 | ||
3,216,024 | 22,785,021 | 2031 | ||
3,041,866 | 3,181,313 | 2032 | ||
5,996,915 | 8,634,130 | 2033 | ||
$45,080,243 | $99,460,703 | |||
KSOP_Plan
KSOP Plan: | 12 Months Ended |
Dec. 31, 2013 | |
KSOP Plan: [Abstract] | ' |
KSOP Plan: | ' |
Note 8. KSOP Plan: | |
The KSOP Plan, adopted in 1990 for the benefit of employees, is comprised of two parts, (1) a salary reduction component, or 401(k) which includes provisions for discretionary contributions by the Company, and (2) an employee share ownership component, or ESOP. Allocation, if any, of common shares or cash to participants' accounts, subject to certain limitations, is at the discretion of the Company's board of directors. The fair market value of the shares when allocated is recorded in the statement of operations with a reduction of the KSOP debt account. Cash contributions for the Plan years 2013, 2012 and 2011 were approximately $172,000, $169,000 and $127,000 respectively. Additionally, in 2011 the Plan allocated common shares valued at $110,690 to eligible participants. |
Marketable_Securities
Marketable Securities: | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Marketable Securities: [Abstract] | ' | ||||||||
Marketable Securities: | ' | ||||||||
Note 5. Marketable Securities: | |||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Fair value at beginning of year | $ | 723,449 | $ | 892,271 | |||||
Acquisitions | - | 101,482 | |||||||
Dispositions, at cost | -12,500 | -6,272 | |||||||
Realized (gain) loss | 4,039 | -7,373 | |||||||
Unrealized loss | -396,546 | -256,659 | |||||||
Fair value at balance sheet date | $ | 318,442 | $ | 723,449 | |||||
The Company's marketable securities are classified as available-for-sale and are recorded at quoted market value with gains and losses recorded within other comprehensive income until realized. Realized gains and losses are based on the average cost of the shares held at the date of disposition. Declines in the fair value of certain securities were determined to be other than temporary and as a result the Company recognized impairment losses of $178,250 and $433,973 during the years ended December 31, 2013 and 2012, respectively. As of December 31, 2013 and 2012, marketable securities had a cost basis of $321,016 and $511,766, respectively. |
New_Accounting_Policies
New Accounting Policies: | 12 Months Ended |
Dec. 31, 2013 | |
New Accounting Policies: [Abstract] | ' |
New Accounting Policies: | ' |
Note 2. New Accounting Policies: | |
In February 2013, the FASB issued Accounting Standards Update 2013-02 which contains requirements regarding the reporting of reclassifications out of accumulated other comprehensive income. The amendments in this update were effective for reporting periods beginning after December 15, 2012 and did not have a significant impact on the Company's financial statements. |
Private_Placement
Private Placement: | 12 Months Ended | ||
Dec. 31, 2013 | |||
Private Placement: [Abstract] | ' | ||
Private Placement: | ' | ||
Note 12. Private Placement: | |||
During the third quarter of 2013, the Company closed a previously agreed to private placement for gross proceeds totaling $5.25 million. The private placement consisted of 1,750,000 units comprised of one Class A common share and one-half of one Class A common share purchase warrant, with each whole warrant exercisable by the holder for a period of 2 years after its issuance to acquire one Class A common share at a price of $4.00 per share. An aggregate 1.5 million units were issued to affiliated funds which exercised control or direction over more than 10% of the Company's common shares prior to the private placement and as a result, this portion of the private placement was considered to be a related party transaction. The proceeds were used for general working capital purposes. | |||
The fair value of the warrants issued in the private placement was $543,915 and was determined using the Black-Scholes model based on the following weighted average assumptions: | |||
Risk free interest rate | 0.39% | ||
Expected term | 2 years | ||
Expected volatility | 55% | ||
Dividend yield | nil | ||
The risk free interest rate is based on the US Treasury rate on the date of grant for a period equal to the expected term of the warrant. The expected term is based on the legal life of the warrant. The expected volatility is based on historical volatility of the Company's stock over a period equal to the expected term of the warrant. As of December 31, 2013, all of the 875,000 whole warrants issued in the private placement remained outstanding. |
Property_Plant_and_Equipment
Property, Plant and Equipment: | 12 Months Ended | ||||||
Dec. 31, 2013 | |||||||
Property, Plant and Equipment: [Abstract] | ' | ||||||
Property, Plant and Equipment: | ' | ||||||
Note 7. Property, Plant and Equipment: | |||||||
Accumulated | |||||||
Cost | Depreciation | Net | |||||
31-Dec-13 | |||||||
Machinery and equipment 1 | $ | 18,985,828 | $ | - | $ | 18,985,828 | |
Furniture and office equipment | 529,648 | -501,190 | 28,458 | ||||
Leasehold improvements | 41,190 | -41,190 | - | ||||
Venezuelan property and equipment | 171,445 | -157,445 | 14,000 | ||||
Mineral property | 275,010 | - | 275,010 | ||||
$ | 20,003,121 | $ | -699,825 | $ | 19,303,296 | ||
Accumulated | |||||||
Cost | Depreciation | Net | |||||
31-Dec-12 | |||||||
Machinery and equipment 1 | $ | 18,985,828 | $ | - | $ | 18,985,828 | |
Furniture and office equipment | 526,363 | -485,409 | 40,954 | ||||
Leasehold improvements | 41,190 | -41,190 | - | ||||
Venezuelan property and equipment | 171,445 | -157,445 | 14,000 | ||||
Mineral property | 150,010 | - | 150,010 | ||||
$ | 19,874,836 | $ | -684,044 | $ | 19,190,792 | ||
1 Represents the estimated net realizable value of equipment previously intended for use on the Brisas Project. | |||||||
In April 2012 the Company entered into an Option Agreement with Soltoro Ltd. ("Soltoro") whereby Soltoro granted the Company the right to earn an undivided 51% interest in the La Tortuga Property located in Jalisco State, Mexico (the "Soltoro Agreement"). The Soltoro Agreement requires the Company to make aggregate option payments to Soltoro of $650,000 as well as expend $3 million on the property over 3 years. At completion of the earn-in a joint venture agreement will be formalized. The Company may subsequently exercise an option to acquire an additional 9% interest in the La Tortuga Property for $2 million. As of December 31, 2013, the Company had recorded as mineral property a total of $275,010 in option payments. The remaining option payments are $150,000 due in April 2014 and $225,000 due in April 2015. The Company's property, plant and equipment is located in the United States with the exception of mineral property which is in Mexico. |
Stock_Based_Compensation_Plans
Stock Based Compensation Plans: | 12 Months Ended | |||||||||
Dec. 31, 2013 | ||||||||||
Stock Based Compensation Plans: [Abstract] | ' | |||||||||
Stock Based Compensation Plans: | ' | |||||||||
Note 9. Stock Based Compensation Plans: | ||||||||||
Equity Incentive Plans | ||||||||||
The shareholders approved on June 27, 2012, the 2012 Equity Incentive Plan (the "2012 Plan") to replace the Company's previous equity incentive plans: the 1997 Equity Incentive Plan (the "1997 Plan") and the 2008 Venezuelan Equity Incentive Plan (the "Venezuelan Plan"), both of which were terminated as they relate to future stock option grants. The 2012 Plan permits the grants of stock options of up to 10% of the issued and outstanding common shares of the Company on a rolling basis. As of December 31, 2013 there were 2,159,265 options available for grant. The Company provides newly issued shares to satisfy stock option exercises. The grants are made for terms of up to ten years with vesting periods as required by the TSXV and as may be determined by a committee established pursuant to the 2012 Plan, or in certain cases, by the Company's board of directors. | ||||||||||
Share option transactions for the years ended December 31, 2013, 2012 and 2011 are as follows: | ||||||||||
2013 | 2012 | 2011 | ||||||||
Shares | Weighted Average Exercise Price | Shares | Weighted Average Exercise Price | Shares | Weighted Average Exercise Price | |||||
Options outstanding - beginning of period | 6,753,188 | $1.77 | 5,185,188 | $1.42 | 3,178,102 | $2.39 | ||||
Options exercised | -1,560,188 | 0.43 | -52,500 | 1.56 | -138,501 | 0.93 | ||||
Options expired | - | - | - | - | -1,521,413 | 4.52 | ||||
Options forfeited | - | - | - | - | -126,000 | 1.82 | ||||
Options granted | 250,000 | 3 | 1,620,500 | 2.89 | 3,793,000 | 1.85 | ||||
Options outstanding - end of period | 5,443,000 | $2.21 | 6,753,188 | $1.77 | 5,185,188 | $1.42 | ||||
Options exercisable - end of period | 4,493,000 | $2.27 | 4,568,988 | $1.59 | 2,897,688 | $1.07 | ||||
The following table relates to stock options at December 31, 2013: | ||||||||||
Outstanding Options | Exercisable Options | |||||||||
Exercise Price Range | Number | Weighted Average Exercise Price | Aggregate Intrinsic Value | Weighted Average Remaining Contractual Term (Years) | Number | Weighted Average Exercise Price | Aggregate Intrinsic Value | Weighted Average Remaining Contractual Term (Years) | ||
$1.82 - $1.82 | 2,622,500 | $1.82 | $4,222,225 | 2.01 | 2,622,500 | $1.82 | $4,222,225 | 2.01 | ||
$1.92 - $1.92 | 950,000 | $1.92 | 1,434,500 | 7.44 | - | - | - | - | ||
$2.89 - $2.89 | 1,620,500 | $2.89 | 875,070 | 3.08 | 1,620,500 | $2.89 | 875,070 | 3.08 | ||
$3.00 - $3.00 | 250,000 | $3.00 | 107,500 | 4.44 | 250,000 | $3.00 | 107,500 | 4.44 | ||
$1.82 - $3.00 | 5,443,000 | $2.21 | $6,639,295 | 3.39 | 4,493,000 | $2.27 | $5,204,795 | 2.53 | ||
During the years ended December 31, 2013 and 2012, the Company granted approximately 0.25 million and 1.6 million options, respectively. The Company recorded non-cash compensation expense during 2013, 2012 and 2011 of $0.6 million, $2.7 million and $2.7 million, respectively, for stock options granted in 2013 and prior periods. | ||||||||||
The weighted average grant date fair value of options granted during the years ended December 31, 2013 and 2012 was calculated at $0.98 and $1.22, respectively. The fair value of options granted was determined using the Black-Scholes model based on the following weighted average assumptions: | ||||||||||
2013 | 2012 | |||||||||
Risk free interest rate | 0.34% | 0.29% | ||||||||
Expected term | 2.0 years | 2.9 years | ||||||||
Expected volatility | 59% | 65% | ||||||||
Dividend yield | nil | nil | ||||||||
The risk free interest rate is based on the US Treasury rate on the date of grant for a period equal to the expected term of the option. The expected term is based on historical exercise experience and expected post-vesting behavior. The expected volatility is based on historical volatility of the Company's stock over a period equal to the expected term of the option. | ||||||||||
Restricted Stock | ||||||||||
During the years ended December 31, 2012 and 2011, the Company issued 0.2 million and 0.7 million shares of restricted stock, respectively to employees and directors of the Company. No shares were issued in 2013. The fair value of restricted stock issued as compensation is based on the grant date market value and expensed over the vesting period. The Company recorded non-cash compensation expense during the years ended December 31, 2013, 2012 and 2011 of $5,827, $2.1 million and $1.4 million, respectively, for stock granted in 2012 and prior periods. The issuance of restricted stock is currently not provided for in the 2012 Plan. | ||||||||||
Retention Units Plan | ||||||||||
The Company also maintains the Gold Reserve Director and Employee Retention Plan. Units granted under the plan become fully vested and payable upon achievement of certain milestones related to the Brisas Project or in the event of a change of control. The Company's Board of Directors has considered, but not acted upon alternative vesting provisions for the units to more adequately reflect the current business objectives of the Company. Each unit granted to a participant entitles such person to receive a cash payment equal to the fair market value of one Gold Reserve Class A Common Share (1) on the date the unit was granted or (2) on the date any such participant becomes entitled to payment, whichever is greater. As of December 31, 2013 an aggregate of 1,457,500 unvested units have been granted to directors and executive officers of the Company and 315,000 units have been granted to other employees. The Company currently does not accrue a liability for these units as events required for vesting of the units have not yet occurred. The minimum value of these units, based on the grant date value of the Class A shares, was approximately $7.7 million. |
Subsequent_Event
Subsequent Event: | 12 Months Ended |
Dec. 31, 2013 | |
Subsequent Event: [Abstract] | ' |
Subsequent Event: | ' |
Note 14. Subsequent Event: | |
On April 25, 2014, the Company signed a term sheet with its largest Noteholders to extend the maturity date of its $25.3 million Modified Notes from June 29, 2014 to December 31, 2015 and issue up to $12 million of New Notes also maturing December 31, 2015. The terms of arrangement are binding subject to TSX Venture Exchange approval. The relevant terms of the Modified Notes (See Note 11, Convertible Notes) will be amended to be consistent with the New Notes. The New Notes and the Modified Notes (as amended from the date of closing) (the "Notes") bear interest at a rate of 11% per year, which will be accrued quarterly and added to the principal. Subject to certain conditions, the then outstanding principal and deferred interest may be converted into Class A common shares of the Company, redeemed or repurchased. The Notes mature on December 31, 2015 and are convertible, at the option of the holder, into 266.67 shares of Class A common shares per $1,000 (equivalent to a conversion price of $3.75 per common share) at any time upon prior written notice to the Company. The Company will pay in the case of the New Notes, a fee of 2.5% of the principal in the form of an original issue discount and in the case of the Modified Notes, a cash extension fee of 2.5% of the principal. | |
The Notes will be senior unsecured, equal in rank and subject to certain terms including: (1) the Mining Data and any Arbitration Award may not be pledged without consent of holders comprising at least 75% in principal amount of Notes; (2) the Company may not incur any additional indebtedness that ranks senior to or pari passu with the Notes in any respect without consent of holders comprising at least 75% in principal amount of Notes; (3) each Noteholder will have the right to participate, on a pro rata basis based on the amount of equity it holds, including equity issuable upon conversion of convertible securities, in any future equity or debt financing; (4) the Notes shall be redeemable on a pro rata basis, by the Company at the Noteholders' option, at a price equal to 120% of the outstanding principal balance plus accrued interest upon the issuance of a final Arbitration Award, with respect to which enforcement has not been stayed and no annulment proceeding is pending; provided the Company shall only be obligated to make a redemption to the extent of the net cash proceeds received are in excess of $20,000,000, net of taxes and $13,500,000 to fund accrued and unpaid prospective operating expenses; (5) capital expenditures (including for exploration and related activities) shall not exceed $500,000 in any 12-month period without the prior consent of holders of a majority of the Notes; and (6) the Company shall not agree with any of the Noteholders to any amendment or modification to any terms of the Notes, provide any fees or other compensation whether in cash or in kind to any holder of the Notes, or engage in the repurchase, redemption or other defeasance of any Notes without offering such terms, compensation or defeasance to all holders of the Notes on an equitable and pro-rata basis. | |
Management is currently evaluating, pursuant to the relevant accounting guidance, the proposed amendments to the terms of the existing notes, whether such amendments represent a modification or an extinguishment of such debt and how management's conclusions may impact the Company's future accounting results. The transaction is expected to be completed in May 2014. | |
Convertible_Notes
Convertible Notes: | 12 Months Ended | ||
Dec. 31, 2013 | |||
Convertible Notes: [Abstract] | ' | ||
Convertible Notes: | ' | ||
Note 11. Convertible Notes: | |||
In May 2007, the Company issued $103.5 million aggregate principal amount of senior subordinated convertible notes ("Old Notes"), of which $102.3 million remained outstanding prior to June 15, 2012. On May 16, 2012, the Company notified the holders of Old Notes that they had the right to require the Company to purchase all or a portion of their Old Notes on June 15, 2012 and that, pursuant to a negotiated agreement with the largest note holders, the Company would pay, in cash, any such notes validly surrendered of which holders of Old Notes elected to surrender approximately $16.9 million of the Old Notes leaving a remaining balance of approximately $85.4 million. | |||
Subsequently, in the fourth quarter of 2012, the Company consummated a debt restructuring agreement (the "Restructuring") covering the remaining outstanding debt totaling $85.4 million. Holders of an aggregate of $84.4 million of Old Notes elected to participate in the Restructuring and $1.0 million of Old Notes declined to participate. Pursuant to the Restructuring, the Company paid $16.9 million cash, issued 12,412,501 Class A common shares, issued modified notes with a face value of $25.3 million (“Modified Notes”) and issued CVR's totaling 5.468% of any future proceeds, net of certain deductions (including income tax calculation and the payment of current obligations of the Company), actually received by the Company with respect to the Arbitration proceedings or disposition of the Brisas Project mining data. | |||
Management considered the relevant fair value measurement guidance as required by generally accepted accounting principles in order to record the debt restructuring transaction based on the fair value of the consideration given to redeem the Old Notes. The carrying value of the Old Notes was $84.4 million and the fair value of the aggregate consideration given was estimated at approximately $75.1 million, resulting in a gain on the transaction of approximately $9.3 million which was recorded in the 2012 consolidated statement of operations net of costs associated with the restructuring transaction. Management's estimate of the fair value of the consideration given included approximately $16.9 million cash, $37.9 million of Class A common shares of the Company, $19.3 million of Modified Notes and $1.01 million related to the CVR. | |||
The Modified notes were initially recorded at their estimated fair value, net of restructuring costs and are being accreted to their face value using the effective interest rate method over the expected life of the notes (originally estimated to be the maturity date of June 29, 2014- See Note 14, Subsequent Event), with the resulting charge recorded as interest expense. | |||
Carrying value of Modified Notes as of December 31, 2012 | 18,983,454 | ||
$ | |||
Old notes | 1,042,000 | ||
Total carrying value of convertible notes as of December 31, 2012 | 20,025,454 | ||
Accretion of modified notes during 2013 | 3,975,719 | ||
Debt settlement | -2,515 | ||
Total carrying value of convertible notes as of December 31, 2013 | $ | 23,998,658 | |
The Modified Notes and Old Notes bear interest at a rate of 5.50% per year, payable semiannually in arrears on June 15 and December 15 and, subject to certain conditions, may be converted into Class A common shares of the Company, redeemed or repurchased. The Company made interest payments of $1.4 million, $4.6 million and $5.6 million during the years ended December 31, 2013, 2012 and 2011, respectively. | |||
The Modified Notes are governed by the terms of a supplemental indenture which includes a maturity date of June 29, 2014 and conversion into 250 shares of Class A common shares per $1,000 (equivalent to a conversion price of $4.00 per common share) at any time upon prior written notice to the Company. The Old Notes continue to be governed by the terms of the original indenture which includes a maturity date of June 15, 2022 and conversion into 132.626 shares of Class A common shares per $1,000 (equivalent to a conversion price of $7.54 per common share) at any time upon prior written notice to the Company. | |||
The covenants in the indenture and supplement, as amended, relating to both the Modified Notes and the Old Notes are generally limited to administrative issues such as payments of interest, maintenance of office or agency location, delivery of reports and other related issues. Likewise, events of default are defined as failure to pay interest and principal amounts when due, default in the performance of covenants, failure to convert notes upon holder's exercise of conversion rights and similar provisions or the Company's failure to give notice of a fundamental change which is generally defined as events related to a change of control in the Company. The Company is in compliance with all relevant covenants and there have been no events of default. |
Shareholder_Rights_Plan
Shareholder Rights Plan: | 12 Months Ended |
Dec. 31, 2013 | |
Shareholder Rights Plan: [Abstract] | ' |
Shareholder Rights Plan: | ' |
Note 10. Shareholder Rights Plan: | |
The Company instituted a shareholder rights plan (the "Rights Plan") in 1999. Since the original approval by the shareholders, the Rights Plan and the Rights Plan agreement have been amended and continued from time to time. In June 2012, the shareholders approved certain amendments to the Rights Plan including continuing the Rights Plan until June 30, 2015 and providing a one-time exemption of the Large Note Holders (as defined in the Restructuring Agreement) from triggering the Plan as a result of the Restructuring (See Note 11, Convertible Notes). The Rights Plan is designed to give the Board of Director's time to consider alternatives, allow shareholders time to properly assess the merits of a bid and ensure they receive full and fair value for their common shares. One right is issued in respect of each outstanding share. The rights become exercisable only when a person, including any party related to it or acting jointly with it, acquires or announces its intention to acquire 20% or more of the Company's outstanding shares without complying with the "permitted bid" provisions of the Rights Plan. Each right would, on exercise, entitle the holder, other than the acquiring person and related persons, to purchase Class A common shares of the Company at a 50% discount to the market price at the time. |
The_Company_and_Significant_Ac
The Company and Significant Accounting Policies: | 12 Months Ended |
Dec. 31, 2013 | |
The Company and Significant Accounting Policies: [Abstract] | ' |
The Company and Significant Accounting Policies: | ' |
Note 1. The Company and Significant Accounting Policies: | |
The Company. Gold Reserve Inc. (the "Company") is engaged in the business of acquiring, exploring and developing mining projects. The Company is an exploration stage company incorporated in 1998 under the laws of the Yukon Territory, Canada and is the successor issuer to Gold Reserve Corporation which was incorporated in 1956. All amounts shown herein are expressed in U.S. dollars unless otherwise noted. | |
In February 1999 each Gold Reserve Corporation shareholder exchanged its shares for an equal number of Gold Reserve Inc. Class A Common shares except in the case of certain U.S. holders who for tax reasons elected to receive equity units which are comprised of one Gold Reserve Inc. Class B common share and one Gold Reserve Corporation Class B common share and substantially equivalent to a Class A common share. | |
Going Concern. | |
As of December 31, 2013, the Company had financial resources comprised of cash and marketable securities totaling approximately $3.3 million and Brisas Project related equipment, which is being marketed for sale, with an estimated fair value of approximately $19 million (See Note 7, Property, Plant and Equipment). The Company's financial obligations included convertible notes of $25.3 million (face value) which as of December 31, 2013, mature in June 2014 and accounts payable and accrued expenses due in the normal course of approximately $0.7 million. | |
The Company has no revenue producing operations at this time and its working capital deficiency, cash burn rate and debt maturity schedule required that the Company seek additional sources of funding to ensure the Company's ability to continue its activities in the normal course. | |
On April 25, 2014, the Company signed a term sheet with its largest Noteholders to extend the maturity date of its $25.3 million Modified Notes from June 29, 2014 to December 31, 2015 and issue up to $12 million of New Notes also maturing December 31, 2015. The terms of arrangement are binding subject to TSX Venture Exchange approval. The relevant terms of the Modified Notes will be amended to be consistent with the New Notes. (See Note 11, Convertible Notes and Note 14, Subsequent Event). In addition, the Company is continuing its efforts to dispose of the remaining Brisas Project related assets, pursue a timely and successful completion of the arbitration claim before ICSID including a possible settlement between the parties and consider other debt and equity funding alternatives as may be required in the future. | |
Commencing in the quarter ended June 30, 2013, in view of the uncertainties that faced the Company, management concluded that there was substantial doubt about the Company's ability to continue as a going concern. Considering the transaction discussed in Note 14, Subsequent Event, management has concluded that the substantial doubt about the entity's ability to continue as a going concern for a reasonable period of time has been alleviated. | |
These consolidated financial statements are prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities in the normal course of business as they come due and do not reflect potentially material adjustments to the carrying values of assets and liabilities and the reported expenses and balance sheet classifications that would be necessary if the Company were unable to realize its assets and settle its liabilities as a going concern in the normal course of operations. | |
Principles of Consolidation. These audited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles. The statements include the accounts of the Company, Gold Reserve Corporation, four Venezuelan subsidiaries, a Mexican subsidiary and four other subsidiaries which were formed to hold the Company's interest in its foreign subsidiaries or for future transactions. All subsidiaries are wholly owned. All intercompany accounts and transactions have been eliminated on consolidation. The Company's policy is to consolidate those subsidiaries where control exists. Certain reclassifications have been made to prior year amounts in order to conform to the current year presentation. | |
Exploration Stage Enterprise. As a result of the expropriation of the Brisas Project by the Venezuelan government, the Company was forced to abandon its development efforts on the project and, in 2009, expensed all capitalized costs associated with its development. The expropriation resulted in the end of the development of the Brisas Project and management considers January 1, 2010 a new inception date of the Company's business of acquiring and exploring other mining projects. Although the Company is in the exploration stage, it is still subject to compliance with ASC 915 which relates to development stage enterprises. ASC 915 requires additional disclosures of development stage enterprises including cumulative amounts from the inception of the Company's business. | |
Cash and Cash Equivalents. The Company considers short-term, highly liquid investments purchased with an original maturity of three months or less to be cash equivalents for purposes of reporting cash equivalents and cash flows. The cost of these investments approximates fair value. The Company manages the exposure of its cash and cash equivalents to credit risk by diversifying its holdings into major Canadian and U.S. financial institutions. | |
Exploration and Development Costs. Exploration costs incurred in locating areas of potential mineralization or evaluating properties or working interests with specific areas of potential mineralization are expensed as incurred. Development costs of proven mining properties not yet producing are capitalized at cost and classified as capitalized exploration costs under property, plant and equipment. Property holding costs are charged to operations during the period if no significant exploration or development activities are being conducted on the related properties. Upon commencement of production, capitalized exploration and development costs would be amortized based on the estimated proven and probable reserves benefited. Properties determined to be impaired or that are abandoned are written-down to the estimated fair value. Carrying values do not necessarily reflect present or future values. | |
Property, Plant and Equipment. Included in property, plant and equipment is certain equipment which was originally purchased for the Brisas project at a cost of approximately $29 million. The carrying value of this equipment has been adjusted to its estimated fair value of $19 million and it is not being depreciated. The realizable value of this equipment may be different than management's current estimate. | |
The Company has additional property, plant and equipment which are recorded at the lower of cost less accumulated depreciation or estimated net realizable value. Replacements and major improvements are capitalized. Maintenance and repairs are charged to expense as incurred. The cost and accumulated depreciation of assets retired or sold are removed from the accounts and any resulting gain or loss is reflected in operations. Depreciation is provided using straight-line and accelerated methods over the lesser of the useful life or lease term of the related asset. | |
Impairment of Long Lived Assets. The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. If the sum of the expected future net cash flows to be generated from the use or disposition of a long-lived asset (undiscounted and without interest charges) is less than the carrying amount of the asset, an impairment loss is recognized and the asset is written down to fair value. Fair value is generally determined by discounting estimated cash flows, using quoted market prices where available or making estimates based on the best information available. | |
Foreign Currency. The U.S. dollar is the Company's (and its foreign subsidiaries') functional currency. Monetary assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the rates of exchange in effect at the balance sheet dates. Non-monetary assets and liabilities are translated at historical rates and revenue and expense items are translated at average exchange rates during the reporting period, except for depreciation which is translated at historical rates. Translation gains and losses are included in the statement of operations. | |
Stock Based Compensation. The Company maintains the 2012 Equity Incentive Plan (the "2012 Plan") which provides for the grant of stock options of up to 10% of the issued and outstanding common shares of the Company on a rolling basis. The Company uses the fair value method of accounting for stock options. The fair value of options granted to employees is computed using the Black-Scholes method as described in Note 9 and is expensed over the vesting period of the option. For non-employees, the fair value of stock based compensation is recorded as an expense over the vesting period or upon completion of performance. Consideration paid for shares on exercise of share options, in addition to the fair value attributable to stock options granted, is credited to capital stock. Fair value of restricted stock previously issued as compensation is based on the grant date market value and expensed over the vesting period. The 2012 Plan does not provide for the issuance of restricted stock. The Company also maintains the Gold Reserve Director and Employee Retention Plan. Each Unit granted under the retention plan to a participant entitles such person to receive a cash payment equal to the fair market value of one Gold Reserve Class A Common Share (1) on the date the Unit was granted or (2) on the date any such participant becomes entitled to payment, whichever is greater. The Company will not accrue a liability for these units until and unless events required for vesting of the units occur. Stock options and Units granted under the respective plans become fully vested and exercisable and/or payable upon a change of control. | |
Income Taxes. The Company uses the liability method of accounting for income taxes. Deferred tax assets and liabilities are determined based on the differences between the tax basis of assets and liabilities and those amounts reported in the financial statements. The deferred tax assets or liabilities are calculated using the enacted tax rates expected to apply in the periods in which the differences are expected to be settled. Deferred tax assets are recognized to the extent that they are considered more likely than not to be realized. | |
Use of Estimates. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |
Net Loss Per Share. Net loss per share is computed by dividing net loss by the combined weighted average number of Class A and B common shares outstanding during each year. In periods in which a loss is incurred, the effect of potential issuances of shares under options and convertible notes would be anti-dilutive, and therefore basic and diluted losses per share are the same. | |
Convertible Notes. Convertible notes are classified as a liability and were initially recorded at their estimated fair value, net of issuance costs. The notes are accreted to their face value using the effective interest rate method over the expected life of the notes, with the resulting charge recorded as interest expense. | |
Comprehensive Loss. Comprehensive loss includes net loss and other comprehensive income or loss. Other comprehensive loss may include unrealized gains and losses on available-for-sale securities. The Company presents comprehensive loss and its components in the consolidated statements of comprehensive loss. | |
Financial Instruments. Marketable equity securities are classified as available for sale with any unrealized gain or loss recorded in other comprehensive income. If a decline in fair value of a security is determined to be other than temporary, an impairment loss is recognized. Cash and cash equivalents, deposits and advances are accounted for at cost which approximates fair value. Accounts payable and convertible notes are recorded at amortized cost. The fair value of accounts payable and convertible notes may be less than the carrying value as a result of the Company's credit and liquidity risk. | |
Contingent Value Rights. Contingent value rights ("CVR") are obligations arising from the disposition of a portion of the rights to future proceeds of an arbitration award against Venezuela and/or the sale of mining data. | |
Warrants. Common share purchase warrants (“Warrants”) issued by the Company entitle the holder to acquire common shares of the company at a specific price within a certain time period. The fair value of warrants issued is calculated using the Black-Scholes method. |
Significant_Accounting_Policie
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Significant Accounting Policies (Policies) [Abstract] | ' |
Significant Accounting Policies (Policies) [Abstract] | ' |
The Company. Gold Reserve Inc. (the "Company") is engaged in the business of acquiring, exploring and developing mining projects. The Company is an exploration stage company incorporated in 1998 under the laws of the Yukon Territory, Canada and is the successor issuer to Gold Reserve Corporation which was incorporated in 1956. All amounts shown herein are expressed in U.S. dollars unless otherwise noted. | |
In February 1999 each Gold Reserve Corporation shareholder exchanged its shares for an equal number of Gold Reserve Inc. Class A Common shares except in the case of certain U.S. holders who for tax reasons elected to receive equity units which are comprised of one Gold Reserve Inc. Class B common share and one Gold Reserve Corporation Class B common share and substantially equivalent to a Class A common share. | |
Going Concern. | ' |
Going Concern. | |
As of December 31, 2013, the Company had financial resources comprised of cash and marketable securities totaling approximately $3.3 million and Brisas Project related equipment, which is being marketed for sale, with an estimated fair value of approximately $19 million (See Note 7, Property, Plant and Equipment). The Company's financial obligations included convertible notes of $25.3 million (face value) which as of December 31, 2013, mature in June 2014 and accounts payable and accrued expenses due in the normal course of approximately $0.7 million. | |
The Company has no revenue producing operations at this time and its working capital deficiency, cash burn rate and debt maturity schedule required that the Company seek additional sources of funding to ensure the Company's ability to continue its activities in the normal course. | |
On April 25, 2014, the Company signed a term sheet with its largest Noteholders to extend the maturity date of its $25.3 million Modified Notes from June 29, 2014 to December 31, 2015 and issue up to $12 million of New Notes also maturing December 31, 2015. The terms of arrangement are binding subject to TSX Venture Exchange approval. The relevant terms of the Modified Notes will be amended to be consistent with the New Notes. (See Note 11, Convertible Notes and Note 14, Subsequent Event). In addition, the Company is continuing its efforts to dispose of the remaining Brisas Project related assets, pursue a timely and successful completion of the arbitration claim before ICSID including a possible settlement between the parties and consider other debt and equity funding alternatives as may be required in the future. | |
Commencing in the quarter ended June 30, 2013, in view of the uncertainties that faced the Company, management concluded that there was substantial doubt about the Company's ability to continue as a going concern. Considering the transaction discussed in Note 14, Subsequent Event, management has concluded that the substantial doubt about the entity's ability to continue as a going concern for a reasonable period of time has been alleviated. | |
These consolidated financial statements are prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities in the normal course of business as they come due and do not reflect potentially material adjustments to the carrying values of assets and liabilities and the reported expenses and balance sheet classifications that would be necessary if the Company were unable to realize its assets and settle its liabilities as a going concern in the normal course of operations. | |
Principles of Consolidation. These audited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles. The statements include the accounts of the Company, Gold Reserve Corporation, four Venezuelan subsidiaries, a Mexican subsidiary and four other subsidiaries which were formed to hold the Company's interest in its foreign subsidiaries or for future transactions. All subsidiaries are wholly owned. All intercompany accounts and transactions have been eliminated on consolidation. The Company's policy is to consolidate those subsidiaries where control exists. Certain reclassifications have been made to prior year amounts in order to conform to the current year presentation. | |
Exploration Stage Enterprise. As a result of the expropriation of the Brisas Project by the Venezuelan government, the Company was forced to abandon its development efforts on the project and, in 2009, expensed all capitalized costs associated with its development. The expropriation resulted in the end of the development of the Brisas Project and management considers January 1, 2010 a new inception date of the Company's business of acquiring and exploring other mining projects. Although the Company is in the exploration stage, it is still subject to compliance with ASC 915 which relates to development stage enterprises. ASC 915 requires additional disclosures of development stage enterprises including cumulative amounts from the inception of the Company's business. | |
Cash and Cash Equivalents. The Company considers short-term, highly liquid investments purchased with an original maturity of three months or less to be cash equivalents for purposes of reporting cash equivalents and cash flows. The cost of these investments approximates fair value. The Company manages the exposure of its cash and cash equivalents to credit risk by diversifying its holdings into major Canadian and U.S. financial institutions. | |
Exploration and Development Costs. Exploration costs incurred in locating areas of potential mineralization or evaluating properties or working interests with specific areas of potential mineralization are expensed as incurred. Development costs of proven mining properties not yet producing are capitalized at cost and classified as capitalized exploration costs under property, plant and equipment. Property holding costs are charged to operations during the period if no significant exploration or development activities are being conducted on the related properties. Upon commencement of production, capitalized exploration and development costs would be amortized based on the estimated proven and probable reserves benefited. Properties determined to be impaired or that are abandoned are written-down to the estimated fair value. Carrying values do not necessarily reflect present or future values. | |
Property, Plant and Equipment. Included in property, plant and equipment is certain equipment which was originally purchased for the Brisas project at a cost of approximately $29 million. The carrying value of this equipment has been adjusted to its estimated fair value of $19 million and it is not being depreciated. The realizable value of this equipment may be different than management's current estimate. | |
The Company has additional property, plant and equipment which are recorded at the lower of cost less accumulated depreciation or estimated net realizable value. Replacements and major improvements are capitalized. Maintenance and repairs are charged to expense as incurred. The cost and accumulated depreciation of assets retired or sold are removed from the accounts and any resulting gain or loss is reflected in operations. Depreciation is provided using straight-line and accelerated methods over the lesser of the useful life or lease term of the related asset. | |
Impairment of Long Lived Assets. The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. If the sum of the expected future net cash flows to be generated from the use or disposition of a long-lived asset (undiscounted and without interest charges) is less than the carrying amount of the asset, an impairment loss is recognized and the asset is written down to fair value. Fair value is generally determined by discounting estimated cash flows, using quoted market prices where available or making estimates based on the best information available. | |
Foreign Currency. The U.S. dollar is the Company's (and its foreign subsidiaries') functional currency. Monetary assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the rates of exchange in effect at the balance sheet dates. Non-monetary assets and liabilities are translated at historical rates and revenue and expense items are translated at average exchange rates during the reporting period, except for depreciation which is translated at historical rates. Translation gains and losses are included in the statement of operations. | |
Stock Based Compensation. The Company maintains the 2012 Equity Incentive Plan (the "2012 Plan") which provides for the grant of stock options of up to 10% of the issued and outstanding common shares of the Company on a rolling basis. The Company uses the fair value method of accounting for stock options. The fair value of options granted to employees is computed using the Black-Scholes method as described in Note 9 and is expensed over the vesting period of the option. For non-employees, the fair value of stock based compensation is recorded as an expense over the vesting period or upon completion of performance. Consideration paid for shares on exercise of share options, in addition to the fair value attributable to stock options granted, is credited to capital stock. Fair value of restricted stock previously issued as compensation is based on the grant date market value and expensed over the vesting period. The 2012 Plan does not provide for the issuance of restricted stock. The Company also maintains the Gold Reserve Director and Employee Retention Plan. Each Unit granted under the retention plan to a participant entitles such person to receive a cash payment equal to the fair market value of one Gold Reserve Class A Common Share (1) on the date the Unit was granted or (2) on the date any such participant becomes entitled to payment, whichever is greater. The Company will not accrue a liability for these units until and unless events required for vesting of the units occur. Stock options and Units granted under the respective plans become fully vested and exercisable and/or payable upon a change of control. | |
Income Taxes. The Company uses the liability method of accounting for income taxes. Deferred tax assets and liabilities are determined based on the differences between the tax basis of assets and liabilities and those amounts reported in the financial statements. The deferred tax assets or liabilities are calculated using the enacted tax rates expected to apply in the periods in which the differences are expected to be settled. Deferred tax assets are recognized to the extent that they are considered more likely than not to be realized. | |
Use of Estimates. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |
Net Loss Per Share. Net loss per share is computed by dividing net loss by the combined weighted average number of Class A and B common shares outstanding during each year. In periods in which a loss is incurred, the effect of potential issuances of shares under options and convertible notes would be anti-dilutive, and therefore basic and diluted losses per share are the same. | |
Convertible Notes. Convertible notes are classified as a liability and were initially recorded at their estimated fair value, net of issuance costs. The notes are accreted to their face value using the effective interest rate method over the expected life of the notes, with the resulting charge recorded as interest expense. | |
Comprehensive Loss. Comprehensive loss includes net loss and other comprehensive income or loss. Other comprehensive loss may include unrealized gains and losses on available-for-sale securities. The Company presents comprehensive loss and its components in the consolidated statements of comprehensive loss. | |
Financial Instruments. Marketable equity securities are classified as available for sale with any unrealized gain or loss recorded in other comprehensive income. If a decline in fair value of a security is determined to be other than temporary, an impairment loss is recognized. Cash and cash equivalents, deposits and advances are accounted for at cost which approximates fair value. Accounts payable and convertible notes are recorded at amortized cost. The fair value of accounts payable and convertible notes may be less than the carrying value as a result of the Company's credit and liquidity risk. | |
Contingent Value Rights. Contingent value rights ("CVR") are obligations arising from the disposition of a portion of the rights to future proceeds of an arbitration award against Venezuela and/or the sale of mining data. | |
Warrants. Common share purchase warrants (“Warrants”) issued by the Company entitle the holder to acquire common shares of the company at a specific price within a certain time period. The fair value of warrants issued is calculated using the Black-Scholes method. |
Cash_and_Cash_Equivalents_Tabl
Cash and Cash Equivalents: (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Cash and Cash Equivalents: (Tables) [Abstract] | ' | ||||||||
Cash and Cash Equivalents: | ' | ||||||||
Note 4. Cash and Cash Equivalents: | |||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Bank deposits | $ | 1,578,903 | $ | 2,981,234 | |||||
Money market funds | 1,396,934 | 5,366,284 | |||||||
Total | $ | 2,975,837 | $ | 8,347,518 |
Fair_Value_Measurements_Tables
Fair Value Measurements: (Tables) | 12 Months Ended | ||||||
Dec. 31, 2013 | |||||||
Fair Value Measurements: (Tables) [Abstract] | ' | ||||||
Fair Value Measurements: (Tables) [Abstract] | ' | ||||||
ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels: Level 1 inputs are quoted prices in active markets for identical assets or liabilities, Level 2 inputs are inputs other than quoted prices included within Level 1 that are directly or indirectly observable for the asset or liability and Level 3 inputs are unobservable inputs for the asset or liability that reflect the entity's own assumptions. The Company has an equity investment in a privately held exploration-stage mining company which is classified as Level 3. The estimate of the fair value of this investment includes observable inputs being recently completed equity transactions by the held company. | |||||||
Fair value | Level 1 | Level 2 | Level 3 | ||||
31-Dec-13 | |||||||
Marketable securities | $318,442 | $271,436 | - | $47,006 | |||
Convertible notes | $21,773,229 | - | $21,773,229 | - | |||
Fair value | Level 1 | Level 2 | Level 3 | ||||
31-Dec-12 | |||||||
Marketable securities | $723,449 | $673,238 | - | $50,211 | |||
Convertible notes | $18,973,603 | - | $18,973,603 | - |
Income_Tax_Tables
Income Tax: (Tables) | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Income Tax: (Tables) [Abstract] | ' | |||
Income tax expense | ' | |||
Income tax expense differs from the amount that would result from applying Canadian tax rates to net loss before taxes. These differences result from the items noted below: | ||||
2013 | 2012 | 2011 | ||
Income tax benefit based on Canadian tax rates | $3,859,103 | $2,506,275 | $6,257,284 | |
Increase (decrease) due to: | ||||
Different tax rates on foreign subsidiaries | 284,904 | 623,387 | 474,459 | |
Non-deductible expenses | -1,419,266 | -2,617,969 | -1,428,111 | |
Change in valuation allowance and other | -2,724,741 | -511,693 | -5,303,632 | |
$ - | $ - | $ - | ||
Future tax asset | ' | |||
No current income tax has been recorded by the parent company for the three years ended December 31, 2013. The Company has recorded a valuation allowance to reflect the estimated amount of the future tax assets which may not be realized, principally due to the uncertainty of utilization of net operating losses and other carry forwards prior to expiration. The valuation allowance for future tax assets may be reduced in the near term if the Company's estimate of future taxable income changes. The components of the Canadian and U.S. future income tax assets as of December 31, 2013 and 2012 were as follows: | ||||
Future Tax Asset | ||||
2013 | 2012 | |||
Accounts payable and accrued expenses | $28,507 | $33,869 | ||
Property, plant and equipment | -3,714 | -5,248 | ||
Total temporary differences | 24,793 | 28,621 | ||
Net operating loss carry forward | 40,192,459 | 37,543,580 | ||
Alternative minimum tax credit | 19,871 | 19,871 | ||
Total temporary differences, operating losses | ||||
and tax credit carry forwards | 40,237,123 | 37,592,072 | ||
Valuation allowance | -40,237,123 | -37,592,072 | ||
Net deferred tax asset | $ - | $ - | ||
loss carryforwards | ' | |||
At December 31, 2013, the Company had the following U.S. and Canadian tax loss carry forwards: | ||||
U.S. | Canadian | Expires | ||
$ - | $1,623,389 | 2014 | ||
- | 2,023,363 | 2015 | ||
1,386,674 | - | 2018 | ||
1,621,230 | - | 2019 | ||
665,664 | - | 2020 | ||
896,833 | - | 2021 | ||
1,435,774 | - | 2022 | ||
1,806,275 | - | 2023 | ||
2,386,407 | - | 2024 | ||
3,680,288 | - | 2025 | ||
4,622,825 | 2,456,831 | 2026 | ||
6,033,603 | 4,559,558 | 2027 | ||
4,360,823 | 17,378,957 | 2028 | ||
1,769,963 | 16,470,166 | 2029 | ||
2,159,079 | 20,347,975 | 2030 | ||
3,216,024 | 22,785,021 | 2031 | ||
3,041,866 | 3,181,313 | 2032 | ||
5,996,915 | 8,634,130 | 2033 | ||
$45,080,243 | $99,460,703 |
Marketable_Securities_Tables
Marketable Securities: (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Marketable Securities: (Tables) [Abstract] | ' | ||||||||
Marketable Securities: | ' | ||||||||
Note 5. Marketable Securities: | |||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Fair value at beginning of year | $ | 723,449 | $ | 892,271 | |||||
Acquisitions | - | 101,482 | |||||||
Dispositions, at cost | -12,500 | -6,272 | |||||||
Realized (gain) loss | 4,039 | -7,373 | |||||||
Unrealized loss | -396,546 | -256,659 | |||||||
Fair value at balance sheet date | $ | 318,442 | $ | 723,449 |
Private_Placement_Tables
Private Placement: (Tables) | 12 Months Ended | ||
Dec. 31, 2013 | |||
Private Placement: (Tables) [Abstract] | ' | ||
Private Placement: (Tables) [Abstract] | ' | ||
The fair value of the warrants issued in the private placement was $543,915 and was determined using the Black-Scholes model based on the following weighted average assumptions: | |||
Risk free interest rate | 0.39% | ||
Expected term | 2 years | ||
Expected volatility | 55% | ||
Dividend yield | nil |
Property_Plant_and_Equipment_T
Property, Plant and Equipment: (Tables) | 12 Months Ended | ||||||
Dec. 31, 2013 | |||||||
Property, Plant and Equipment: (Tables) [Abstract] | ' | ||||||
Property, Plant and Equipment: | ' | ||||||
Note 7. Property, Plant and Equipment: | |||||||
Accumulated | |||||||
Cost | Depreciation | Net | |||||
31-Dec-13 | |||||||
Machinery and equipment 1 | $ | 18,985,828 | $ | - | $ | 18,985,828 | |
Furniture and office equipment | 529,648 | -501,190 | 28,458 | ||||
Leasehold improvements | 41,190 | -41,190 | - | ||||
Venezuelan property and equipment | 171,445 | -157,445 | 14,000 | ||||
Mineral property | 275,010 | - | 275,010 | ||||
$ | 20,003,121 | $ | -699,825 | $ | 19,303,296 | ||
Accumulated | |||||||
Cost | Depreciation | Net | |||||
31-Dec-12 | |||||||
Machinery and equipment 1 | $ | 18,985,828 | $ | - | $ | 18,985,828 | |
Furniture and office equipment | 526,363 | -485,409 | 40,954 | ||||
Leasehold improvements | 41,190 | -41,190 | - | ||||
Venezuelan property and equipment | 171,445 | -157,445 | 14,000 | ||||
Mineral property | 150,010 | - | 150,010 | ||||
$ | 19,874,836 | $ | -684,044 | $ | 19,190,792 |
Stock_Based_Compensation_Plans1
Stock Based Compensation Plans: (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2013 | ||||||||||
Stock Based Compensation Plans: (Tables) [Abstract] | ' | |||||||||
Share option transactions | ' | |||||||||
Share option transactions for the years ended December 31, 2013, 2012 and 2011 are as follows: | ||||||||||
2013 | 2012 | 2011 | ||||||||
Shares | Weighted Average Exercise Price | Shares | Weighted Average Exercise Price | Shares | Weighted Average Exercise Price | |||||
Options outstanding - beginning of period | 6,753,188 | $1.77 | 5,185,188 | $1.42 | 3,178,102 | $2.39 | ||||
Options exercised | -1,560,188 | 0.43 | -52,500 | 1.56 | -138,501 | 0.93 | ||||
Options expired | - | - | - | - | -1,521,413 | 4.52 | ||||
Options forfeited | - | - | - | - | -126,000 | 1.82 | ||||
Options granted | 250,000 | 3 | 1,620,500 | 2.89 | 3,793,000 | 1.85 | ||||
Options outstanding - end of period | 5,443,000 | $2.21 | 6,753,188 | $1.77 | 5,185,188 | $1.42 | ||||
Options exercisable - end of period | 4,493,000 | $2.27 | 4,568,988 | $1.59 | 2,897,688 | $1.07 | ||||
Options outstanding and exercisable | ' | |||||||||
The following table relates to stock options at December 31, 2013: | ||||||||||
Outstanding Options | Exercisable Options | |||||||||
Exercise Price Range | Number | Weighted Average Exercise Price | Aggregate Intrinsic Value | Weighted Average Remaining Contractual Term (Years) | Number | Weighted Average Exercise Price | Aggregate Intrinsic Value | Weighted Average Remaining Contractual Term (Years) | ||
$1.82 - $1.82 | 2,622,500 | $1.82 | $4,222,225 | 2.01 | 2,622,500 | $1.82 | $4,222,225 | 2.01 | ||
$1.92 - $1.92 | 950,000 | $1.92 | 1,434,500 | 7.44 | - | - | - | - | ||
$2.89 - $2.89 | 1,620,500 | $2.89 | 875,070 | 3.08 | 1,620,500 | $2.89 | 875,070 | 3.08 | ||
$3.00 - $3.00 | 250,000 | $3.00 | 107,500 | 4.44 | 250,000 | $3.00 | 107,500 | 4.44 | ||
$1.82 - $3.00 | 5,443,000 | $2.21 | $6,639,295 | 3.39 | 4,493,000 | $2.27 | $5,204,795 | 2.53 | ||
weighted average assumptions | ' | |||||||||
The weighted average grant date fair value of options granted during the years ended December 31, 2013 and 2012 was calculated at $0.98 and $1.22, respectively. The fair value of options granted was determined using the Black-Scholes model based on the following weighted average assumptions: | ||||||||||
2013 | 2012 | |||||||||
Risk free interest rate | 0.34% | 0.29% | ||||||||
Expected term | 2.0 years | 2.9 years | ||||||||
Expected volatility | 59% | 65% | ||||||||
Dividend yield | nil | nil |
Convertible_Notes_Tables
Convertible Notes: (Tables) | 12 Months Ended | ||
Dec. 31, 2013 | |||
Convertible Notes: (Tables) [Abstract] | ' | ||
Carrying value of notes | ' | ||
The Modified notes were initially recorded at their estimated fair value, net of restructuring costs and are being accreted to their face value using the effective interest rate method over the expected life of the notes (originally estimated to be the maturity date of June 29, 2014- See Note 14, Subsequent Event), with the resulting charge recorded as interest expense. | |||
Carrying value of Modified Notes as of December 31, 2012 | 18,983,454 | ||
$ | |||
Old notes | 1,042,000 | ||
Total carrying value of convertible notes as of December 31, 2012 | 20,025,454 | ||
Accretion of modified notes during 2013 | 3,975,719 | ||
Debt settlement | -2,515 | ||
Total carrying value of convertible notes as of December 31, 2013 | $ | 23,998,658 |
Cash_and_Cash_Equivalents_Deta
Cash and Cash Equivalents: (Details 1) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Cash And Cash Equivalents Details [Abstract] | ' | ' |
Bank deposits | $1,578,903 | $2,981,234 |
Money market funds | 1,396,934 | 5,366,284 |
Total | $2,975,837 | $8,347,518 |
Cash_and_Cash_Equivalents_Deta1
Cash and Cash Equivalents: (Details Text) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Cash And Cash Equivalents Details Text [Abstract] | ' | ' |
cash in Venezuela. | $1,200 | $9,000 |
Convertible_Notes_Details_1
Convertible Notes: (Details 1) (USD $) | 1 Months Ended | 3 Months Ended | |||
31-May-07 | Dec. 31, 2012 | Dec. 31, 2013 | Jun. 15, 2012 | Jun. 14, 2012 | |
Convertible Notes: [Abstract] | ' | ' | ' | ' | ' |
Original issuance of convertible notes | $103,500,000 | ' | ' | ' | ' |
Convertible notes outstanding prior to restructuring | ' | ' | ' | ' | 102,300,000 |
Convertible notes repurchased by the company | ' | ' | ' | 16,900,000 | ' |
Remaining outstanding notes available for restucturing | ' | ' | ' | 85,400,000 | ' |
Notes surrendered for restructuring | ' | ' | ' | 84,400,000 | ' |
Notes not surrendered for restructuring | ' | ' | ' | 1,000,000 | ' |
Cash paid to restructure notes | ' | 16,900,000 | ' | ' | ' |
Shares issued to restructure notes | ' | 12,412,501 | ' | ' | ' |
Modified notes issued to restructure notes | ' | 25,300,000 | ' | ' | ' |
CVR % of future proceeds received by company related to arbitration issued to restructure notes | ' | 5.47% | ' | ' | ' |
Carrying value of the Old Notes | ' | 84,400,000 | ' | ' | ' |
Fair value of the consideration given | ' | 75,100,000 | ' | ' | ' |
Gain on restructuring transaction | ' | 9,300,000 | ' | ' | ' |
Management's estimate of the fair value of the cash consideration given in restructuring | ' | 16,900,000 | ' | ' | ' |
Management's estimate of the fair value of the class A common shares consideration given in restructuring | ' | 37,900,000 | ' | ' | ' |
Management's estimate of the fair value of the modified notes consideration given in restructuring | ' | 19,300,000 | ' | ' | ' |
Management's estimate of the fair value of the CVR consideration given in restructuring | ' | $1,010,000 | ' | ' | ' |
Interest rate on notes | ' | 5.50% | ' | ' | ' |
Modified notes conversion provisions | ' | ' | 'The Modified Notes are governed by the terms of the supplemental indenture which includes a maturity date of June 29, 2014 and conversion into 250 shares of Class A common shares per $1,000 (equivalent to a conversion price of $4.00 per common share) at any time upon prior written notice to the Company. | ' | ' |
Old notes conversion provisions | ' | ' | 'The Old Notes continue to be governed by the terms of the original indenture which includes a maturity date of June 15, 2022 and conversion into 132.626 shares of Class A common shares per $1,000 (equivalent to a conversion price of $7.54 per common share) at any time upon prior written notice to the Company. | ' | ' |
Convertible_Notes_Details_Text
Convertible Notes: (Details Text) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Convertible Notes: [Abstract] | ' | ' | ' |
Carrying value of modified Notes | ' | $18,983,454 | ' |
Carrying value of Old notes | ' | 1,042,000 | ' |
Total carrying value of convertible notes | 23,998,658 | 20,025,454 | ' |
Accretion of modified notes during 2013 | 3,975,719 | ' | ' |
Convertible debt settlement | -2,515 | ' | ' |
Total carrying vale of convertible notes | 23,998,658 | ' | ' |
Interest paid on convertible notes | $1,400,000 | $4,600,000 | $5,600,000 |
Expropriation_of_Brisas_Projec1
Expropriation of Brisas Project by Venezuela and Related Arbitration: (Details Text) (USD $) | Dec. 31, 2013 |
In Millions, unless otherwise specified | |
Expropriation of Brisas Project by Venezuela and Related Arbitration: [Abstract] | ' |
Fair value of claim including interest | $2,100 |
Interest included in claim | 400 |
Bonus % of the first $200 million | 1.00% |
Bonus % thereafter | 5.00% |
Pool for initial bonus rate | $200 |
Maximum aggregate amount of proceeds noteholder entitled to | 5.47% |
Fair_Value_Measurements_Detail
Fair Value Measurements: (Details 1) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Fair Value Measurements Details [Abstract] | ' | ' |
Marketable securities fair value level one | $271,436 | $673,238 |
Marketable securities fair value level three | 47,006 | 50,211 |
Marketable securities fair value total | 318,442 | 723,449 |
Convertible notes fair value level two | 21,773,229 | 18,973,603 |
Convertible notes fair value total | $21,773,229 | $18,973,603 |
Income_Tax_Details_1
Income Tax: (Details 1) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Income Tax Details [Abstract] | ' | ' | ' |
Income tax benefit based on Canadian tax rates | $3,859,103 | $2,506,275 | $6,257,284 |
Increase (decrease) due to: | ' | ' | ' |
Different tax rates on foreign subsidiaries | 284,904 | 623,387 | 474,459 |
Non-deductible expenses | -1,419,266 | -2,617,969 | -1,428,111 |
Change in valuation allowance and other | -2,724,741 | -511,693 | -5,303,632 |
Income tax expense | $0 | $0 | $0 |
Income_Tax_Details_2
Income Tax: (Details 2) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Income Tax Details 2 [Abstract] | ' | ' |
Accounts payable and accrued expenses future tax | $28,507 | $33,869 |
Property, plant and equipment future tax | -3,714 | -5,248 |
Total temporary differences | 24,793 | 28,621 |
Net operating loss carry forward | 40,192,459 | 37,543,580 |
Alternative minimum tax credit | 19,871 | 19,871 |
Total temporary differences, operating lossesand tax credit carry forwards | 40,237,123 | 37,592,072 |
Valuation allowance | -40,237,123 | -37,592,072 |
Net deferred tax asset | $0 | $0 |
Income_Tax_Details_3
Income Tax: (Details 3) (USD $) | Dec. 31, 2013 |
Income Tax Details 3 [Abstract] | ' |
Canadian tax loss carryforward expiring 2014 | $1,623,389 |
Canadian tax loss carryforward expiring 2015 | 2,023,363 |
US tax loss carryforward expiring 2018 | 1,386,674 |
US tax loss carryforward expiring 2019 | 1,621,230 |
US tax loss carryforward expiring 2020 | 665,664 |
US tax loss carryforward expiring 2021 | 896,833 |
US tax loss carryforward expiring 2022 | 1,435,774 |
US tax loss carryforward expiring 2023 | 1,806,275 |
US tax loss carryforward expiring 2024 | 2,386,407 |
US tax loss carryforward expiring 2025 | 3,680,288 |
US tax loss carryforward expiring 2026 | 4,622,825 |
Canadian tax loss carryforward expiring 2026 | 2,456,831 |
US tax loss carryforward expiring 2027 | 6,033,603 |
Canadian tax loss carryforward expiring 2027 | 4,559,558 |
US tax loss carryforward expiring 2028 | 4,360,823 |
Canadian tax loss carryforward expiring 2028 | 17,378,957 |
US tax loss carryforward expiring 2029 | 1,769,963 |
Canadian tax loss carryforward expiring 2029 | 16,470,166 |
US tax loss carryforward expiring 2030 | 2,159,079 |
Canadian tax loss carryforward expiring 2030 | 20,347,975 |
US tax loss carryforward expiring 2031 | 3,216,024 |
Canadian tax loss carryforward expiring 2031 | 22,785,021 |
US tax loss carryforward expiring 2032 | 3,041,866 |
Canadian tax loss carryforward expiring 2032 | 3,181,313 |
US tax loss carryforward expiring 2033 | 5,996,915 |
Canadian tax loss carryforward expiring 2033 | 8,634,130 |
Total US tax loss carryforward | 45,080,243 |
Total Canadian tax loss carryforward | $99,460,703 |
Income_Tax_Details_Text
Income Tax: (Details Text) (USD $) | 36 Months Ended |
Dec. 31, 2013 | |
Income Tax Details Text [Abstract] | ' |
Income tax recorded by the parent company for the three years ended December 31, 2013 | $0 |
KSOP_Plan_Details_Text
KSOP Plan: (Details Text) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
KSOP Plan: [Abstract] | ' | ' | ' |
Cash contributions to the Plan | $172,000 | $169,000 | $127,000 |
value of share contributions to the plan | ' | ' | $110,690 |
Marketable_Securities_Details_
Marketable Securities: (Details 1) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Marketable Securities Details [Abstract] | ' | ' |
Fair value at beginning of year | $723,449 | $892,271 |
Acquisitions | ' | 101,482 |
Dispositions, at cost | -12,500 | -6,272 |
Realized (gain) loss | 4,039 | -7,373 |
Unrealized loss | -396,546 | -256,659 |
Fair value at balance sheet date | $318,442 | $723,449 |
Marketable_Securities_Details_1
Marketable Securities: (Details Text) (USD $) | 12 Months Ended | 48 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | |
Marketable Securities Details Text [Abstract] | ' | ' | ' | ' |
Impairment of marketable securities | $178,250 | $433,973 | $0 | $612,223 |
marketable securities cost basis | $321,016 | $511,766 | ' | $321,016 |
Private_Placement_Details_1
Private Placement: (Details 1) | 3 Months Ended |
Sep. 30, 2013 | |
Private Placement Details [Abstract] | ' |
Risk free interest rate | 0.39% |
Expected term | '2 years |
Expected volatility | 55.00% |
Dividend yield | 0.00% |
Private_Placement_Details_Text
Private Placement: (Details Text) (USD $) | 3 Months Ended | |
Sep. 30, 2013 | Dec. 31, 2013 | |
Private Placement Details Text [Abstract] | ' | ' |
Private placement gross proceeds | $5,250,000 | ' |
Private placement units | 1,750,000 | ' |
Warrant term | '2 years | ' |
Warrant exercise price | $4 | ' |
Units issued to related party | 1,500,000 | ' |
Fair value of warrants issued | $543,915 | ' |
Warrants outstanding | ' | 875,000 |
Property_Plant_and_Equipment_D
Property, Plant and Equipment: (Details 1) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Property Plant And Equipment Details [Abstract] | ' | ' |
Cost: Machinery and equipment | $18,985,828 | $18,985,828 |
Accumulated Depreciation: Machinery and equipment | 0 | 0 |
Net: Machinery and equipment | 18,985,828 | 18,985,828 |
Cost: Furniture and office equipment | 529,648 | 526,363 |
Accumulated Depreciation: Furniture and office equipment | -501,190 | -485,409 |
Net: Furniture and office equipment | 28,458 | 40,954 |
Cost: Leasehold improvements | 41,190 | 41,190 |
Accumulated Depreciation: Leasehold improvements | -41,190 | -41,190 |
Net: Leasehold improvements | 0 | 0 |
Cost: Venezuelan property and equipment | 171,445 | 171,445 |
Accumulated Depreciation: Venezuelan property and equipment | -157,445 | -157,445 |
Net: Venezuelan property and equipment | 14,000 | 14,000 |
Cost: Mineral property | 275,010 | 150,010 |
Accumulated Depreciation: Mineral property | 0 | 0 |
Net: Mineral property | 275,010 | 150,010 |
Total cost property, plant and equipment | 20,003,121 | 19,874,836 |
Total Accumulated Depreciation | -699,825 | -684,044 |
Total net property, plant and equipment | $19,303,296 | $19,190,792 |
Property_Plant_and_Equipment_D1
Property, Plant and Equipment: (Details Text) (USD $) | Dec. 31, 2013 |
Property Plant And Equipment Details Text [Abstract] | ' |
% interest option agreement gives company right to earn La Tortuga | 51.00% |
Aggregate option payments required for company to acquire undivided interest | $650,000 |
Aggregate exploration expenditures required for company to acquire undivided interest | 3,000,000 |
additional % interest company may earn | 9.00% |
additional payment due to earn additional interest | 2,000,000 |
option payments made as of balance sheet date | 275,010 |
option payment due in April 2014 | 150,000 |
option payment due in April 2015 | $225,000 |
Shareholder_Rights_Plan_Detail
Shareholder Rights Plan: (Details Text) | Dec. 31, 2013 |
Shareholder Rights Plan Details Text [Abstract] | ' |
Summary of Shareholder Rights Plan | 'The rights become exercisable only when a person, including any party related to it or acting jointly with it, acquires or announces its intention to acquire 20% or more of the Companybs outstanding shares without complying with the "permitted bid" provisions of the Rights Plan. Each right would, on exercise, entitle the holder, other than the acquiring person and related persons, to purchase Class A common shares of the Company at a 50% discount to the market price at the time. |
Stock_Based_Compensation_Plans2
Stock Based Compensation Plans: (Details 1) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Stock Based Compensation Plans: [Abstract] | ' | ' | ' |
Options outstanding - beginning of period | 6,753,188 | 5,185,188 | 3,178,102 |
Weighted Average Exercise Price: Options outstanding - beginning of period | ' | ' | $2.39 |
Options exercised | -1,560,188 | -52,500 | -138,501 |
Weighted Average Exercise Price: Options Exercised | $0.43 | $1.56 | $0.93 |
Options expired | ' | ' | -1,521,413 |
Weighted Average Exercise Price: Options Expired | ' | ' | $4.52 |
Options forfeited | ' | ' | -126,000 |
Weighted Average Exercise Price: Options Forfeited | ' | ' | $1.82 |
Options granted | 250,000 | 1,620,500 | 3,793,000 |
Weighted Average Exercise Price: Options Granted | $3 | $2.89 | $1.85 |
Options outstanding - end of period | 5,443,000 | 6,753,188 | 5,185,188 |
Weighted Average Exercise Price: Options outstanding - end of period | $2.21 | $1.77 | $1.42 |
Options exercisable - end of period | 4,493,000 | 4,568,988 | 2,897,688 |
Weighted Average Exercise Price: Options exercisable - end of period | $2.27 | $1.59 | $1.07 |
Stock_Based_Compensation_Plans3
Stock Based Compensation Plans: (Details 2) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Stock Based Compensation Plans Details 2 [Abstract] | ' |
Outstanding Options Number: $1.82 - $1.82 | 2,622,500 |
Outstanding Options Weighted Average Exercise Price: $1.82 - $1.82 | $1.82 |
Outstanding Options Aggregate Intrinsic Value: $1.82 - $1.82 | $4,222,225 |
Outstanding Options Weighted Average Remaining Contractual Term (Years): $1.82 - $1.82 | '2 years 4 days |
Exercisable Options Number: $1.82 - $1.82 | 2,622,500 |
Exercisable Options Weighted Average Exercise Price: $1.82 - $1.82 | $1.82 |
Exercisable Options Aggregate Intrinsic Value: $1.82 - $1.82 | 4,222,225 |
Exercisable Options Weighted Average Remaining Contractual Term (Years): $1.82 - $1.82 | '2 years 4 days |
Outstanding Options Number: $1.92 - $1.92 | 950,000 |
Outstanding Options Weighted Average Exercise Price: $1.92 - $1.92 | $1.92 |
Outstanding Options Aggregate Intrinsic Value: $1.92 - $1.92 | 1,434,500 |
Outstanding Options Weighted Average Remaining Contractual Term (Years): $1.92 - $1.92 | '7 years 161 days |
Exercisable Options Number: $1.92 - $1.92 | 0 |
Exercisable Options Weighted Average Exercise Price: $1.92 - $1.92 | $0 |
Exercisable Options Aggregate Intrinsic Value: $1.92 - $1.92 | 0 |
Exercisable Options Weighted Average Remaining Contractual Term (Years): $1.92 - $1.92 | '7 years 161 days |
Outstanding Options Number: $2.89 - $2.89 | 1,620,500 |
Outstanding Options Weighted Average Exercise Price: $2.89 - $2.89 | $2.89 |
Outstanding Options Aggregate Intrinsic Value: $2.89 - $2.89 | 875,070 |
Outstanding Options Weighted Average Remaining Contractual Term (Years): $2.89 - $2.89 | '3 years 29 days |
Exercisable Options Number: $2.89 - $2.89 | 1,620,500 |
Exercisable Options Weighted Average Exercise Price: $2.89 - $2.89 | $2.89 |
Exercisable Options Aggregate Intrinsic Value: $2.89 - $2.89 | 875,070 |
Exercisable Options Weighted Average Remaining Contractual Term (Years): $2.89 - $2.89 | '3 years 29 days |
Outstanding Options Number: $3.00 - $3.00 | 250,000 |
Outstanding Options Weighted Average Exercise Price: $3.00 - $3.00 | $3 |
Outstanding Options Aggregate Intrinsic Value: $3.00 - $3.00 | 107,500 |
Outstanding Options Weighted Average Remaining Contractual Term (Years): $3.00 - $3.00 | '4 years 161 days |
Exercisable Options Number: $3.00 - $3.00 | 250,000 |
Exercisable Options Weighted Average Exercise Price: $3.00 - $3.00 | $3 |
Exercisable Options Aggregate Intrinsic Value: $3.00 - $3.00 | 107,500 |
Exercisable Options Weighted Average Remaining Contractual Term (Years): $3.00 - $3.00 | '4 years 161 days |
Outstanding Options Number: $1.82 - $3.00 | 5,443,000 |
Outstanding Options Weighted Average Exercise Price: $1.82 - $3.00 | $2.21 |
Outstanding Options Aggregate Intrinsic Value: $1.82 - $3.00 | 6,639,295 |
Outstanding Options Weighted Average Remaining Contractual Term (Years): $1.82 - $3.00 | '3 years 142 days |
Exercisable Options Number: $1.82 - $3.00 | 4,493,000 |
Exercisable Options Weighted Average Exercise Price: $1.82 - $3.00 | $2.27 |
Exercisable Options Aggregate Intrinsic Value: $1.82 - $3.00 | $5,204,795 |
Exercisable Options Weighted Average Remaining Contractual Term (Years): $1.82 - $3.00 | '2 years 193 days |
Stock_Based_Compensation_Plans4
Stock Based Compensation Plans: (Details 3) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Stock Based Compensation Plans Details 3 [Abstract] | ' | ' |
Risk free interest rate | 0.34% | 0.29% |
Expected term | '2 years | '2 years 329 days |
Expected volatility | 59.00% | 65.00% |
Dividend yield | 0.00% | 0.00% |
Stock_Based_Compensation_Plans5
Stock Based Compensation Plans: (Details Text) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Stock Based Compensation Plans Details Text [Abstract] | ' | ' | ' |
% of the issued and outstanding common shares of the Company on a rolling basis permitted for option grants | 10.00% | ' | ' |
Maximum terms of option | '10 years | ' | ' |
Options available for grant | 2,159,265 | ' | ' |
Option grants | 250,000 | 1,600,000 | ' |
Non-cash compensation expense | $600,000 | $2,700,000 | $2,700,000 |
Weighted average grant date fair value of options granted | $0.98 | $1.22 | ' |
Shares of restricted stock issued to employees and directors of the Company | 0 | 200,000 | 700,000 |
Non-cash compensation expense for stock granted in 2012 and prior periods | 5,827 | 2,100,000 | 1,400,000 |
Retention units held by offciers and directors | 1,457,500 | ' | ' |
Retention units held by others | 315,000 | ' | ' |
Minimum value of retention units | $7,700,000 | ' | ' |
Subsequent_Event_Details_Text
Subsequent Event: (Details Text) | Apr. 25, 2014 |
Subsequent Event: [Abstract] | ' |
Summary subsequent event | 'On April 25, 2014, the Company signed a term sheet with its largest Noteholders to extend the maturity date of its $25.3 million Modified Notes from June 29, 2014 to December 31, 2015 and issue up to $12 million of New Notes also maturing December 31, 2015. The terms of arrangement are binding subject to TSX Venture Exchange approval. The relevant terms of the Modified Notes (See Note 11, Convertible Notes) will be amended to be consistent with the New Notes. The New Notes and the Modified Notes (as amended from the date of closing) (the "Notes") bear interest at a rate of 11% per year, which will be accrued quarterly and added to the principal. Subject to certain conditions, the then outstanding principal and deferred interest may be converted into Class A common shares of the Company, redeemed or repurchased. The Notes mature on December 31, 2015 and are convertible, at the option of the holder, into 266.67 shares of Class A common shares per $1,000 (equivalent to a conversion price of $3.75 per common share) at any time upon prior written notice to the Company. The Company will pay in the case of the New Notes, a fee of 2.5% of the principal in the form of an original issue discount and in the case of the Modified Notes, a cash extension fee of 2.5% of the principal. |
Summary Notes provisions | 'The Notes will be senior unsecured, equal in rank and subject to certain terms including: (1) the Mining Data and any Arbitration Award may not be pledged without consent of holders comprising at least 75% in principal amount of Notes; (2) the Company may not incur any additional indebtedness that ranks senior to or pari passu with the Notes in any respect without consent of holders comprising at least 75% in principal amount of Notes; (3) each Noteholder will have the right to participate, on a pro rata basis based on the amount of equity it holds, including equity issuable upon conversion of convertible securities, in any future equity or debt financing; (4) the Notes shall be redeemable on a pro rata basis, by the Company at the Noteholdersb option, at a price equal to 120% of the outstanding principal balance plus accrued interest upon the issuance of a final Arbitration Award, with respect to which enforcement has not been stayed and no annulment proceeding is pending; provided the Company shall only be obligated to make a redemption to the extent of the net cash proceeds received are in excess of $20,000,000, net of taxes and $13,500,000 to fund accrued and unpaid prospective operating expenses; (5) capital expenditures (including for exploration and related activities) shall not exceed $500,000 in any 12-month period without the prior consent of holders of a majority of the Notes; and (6) the Company shall not agree with any of the Noteholders to any amendment or modification to any terms of the Notes, provide any fees or other compensation whether in cash or in kind to any holder of the Notes, or engage in the repurchase, redemption or other defeasance of any Notes without offering such terms, compensation or defeasance to all holders of the Notes on an equitable and pro-rata basis. |
The_Company_and_Significant_Ac1
The Company and Significant Accounting Policies: (Details Text) (USD $) | Dec. 31, 2013 |
In Millions, unless otherwise specified | |
The Company and Significant Accounting Policies: [Abstract] | ' |
cash and marketable securities | $3.30 |
Fair value of equipment | 19 |
convertible notes | 25.3 |
Accounts payable and accrued expense | 0.7 |
Notes with extended maturity | 25.3 |
maximum additional notes to be issued | 12 |
Equipment | 29 |
Net realizable value of equipment | $19 |