Employment Agreements

On January 21, 2014, the Company entered into an employment agreement with Mr. Avery (the “Employment Agreement”) whereby he agreed to serve as the Chief Executive Officer and Chairman of the board of directors for a period of two years, subject to renewal, in consideration for a base salary of $30,000 per month.  The base salary would have increased to $40,000 per month if either of the following events occur: (i) the market value of the Company’s common stock reached or exceeded $50,000,000 for seven consecutive trading days or (ii) the Company completed a strategic acquisition in the Holbrook Basin whereby it acquires a land or mineral lease (or combination thereof) that increases the Company’s land holdings (section or acre basis) by at least 50%.  

On August 18, 2014, the Company entered into a Mutual Release Agreement (the “Agreement”) whereby Patrick Avery resigned from all of his positions with the Company, including Chief Executive Officer, President, Chief Financial Officer, Treasurer, director and Chairman of the board of directors. Mr. Avery's resignation was not a result of any disagreement with the Company, its policies or management. Pursuant to the Agreement, Mr. Avery released and discharged the Company and its affiliates from any charges, liabilities and obligations. Consequently, during the nine months ended September 30, 2014, the Company recognized a gain from forgiveness of his accrued salaries of $195,000 and has been included in gain from forgiveness of debt in the accompanying consolidated statements of operations.

On January 21, 2014, the board approved non-employee director fees of $1,000 per month and issued to each of Mr. Uribe and Mr. Bhansali, the Company’s non-employee directors, a four year option to purchase up to 30,000 of the Company’s issued and outstanding common stock at a cashless exercise price of $0.0001 per share.  The options vested immediately (see Note 5).  As of September 30, 2014, accrued director fees amounted to $16,000 and were included in accounts payable and accrued expenses.

On October 15, 2014, each of Andrew Uribe and Mohit Bhansali resigned from the Board of Directors of the Company. The Company entered into separation agreements with each of Mr. Uribe and Mr. Bhansali pursuant to which, in exchange for a release of all claims against the Company, each received a one-time severance payment as follows: (i) Andrew Uribe received $2,500, and (ii) Mohit Bhansali received $2,500 (see Note 9).

Litigation

On February 1, 2012, the British Columbia Securities Commission issued a cease trade order barring trading in the Company’s common stock in British Columbia, Canada, for failure to make required securities disclosures in British Columbia. The cease trade order has no extraterritorial effect outside of British Columbia.