Thursday, December 29, 2011 3:35:18 PM
- Annual Report (10-K)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2010
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from [ ] to [ ]
Commission file number 000-52767
SUNERGY, INC.
(Exact name of registrant as specified in its charter)
Nevada 26-4828510
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
14362 N. Frank Lloyd Wright Blvd., Suite 1000, Scottsdale, AZ 85260
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 480.477.5810
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange On Which Registered
------------------- -----------------------------------------
N/A N/A
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act Yes [ ] No [X]
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the last 90 days. Yes [ ] No [X]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registration statement was required to submit and post such files). Yes [ ] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (ss.229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
The aggregate market value of Common Stock held by non-affiliates of the Registrant on November 30, 2011 was 9,770,058 based on a $0.008 closing price for the Common Stock on November 25, 2011. For purposes of this computation, all executive officers and directors have been deemed to be affiliates. Such determination should not be deemed to be an admission that such executive officers and directors are, in fact, affiliates of the Registrant.
Indicate the number of shares outstanding of each of the registrant's classes of common stock as of the latest practicable date. 1,493,586,405 as of November 30, 2011
DOCUMENTS INCORPORATED BY REFERENCE
None.
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EXPLANATORY NOTE
This annual report on Form 10-K is for the period ended December 31, 2010. Except where expressly described, the information in this report reflects the affairs of the Sunergy, Inc. as at December 31, 2010, and does not provide up to date information regarding the business or operations of Sunergy, Inc. subsequent to December 31, 2010.
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TABLE OF CONTENTS
PART I
Item 1. Business..................................................... 4
Item 1A. Risk Factors................................................. 6
Item 1B. Unresolved Staff Comments.................................... 20
Item 2. Properties................................................... 20
Item 3. Legal Proceedings............................................ 20
Item 4. (Removed and Reserved)....................................... 20
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities............ 20
Item 6. Selected Financial Data...................................... 22
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations.................................... 22
Item 7A. Quantitative and Qualitative Disclosures About Market Risk... 26
Item 8. Financial Statements and Supplementary Data.................. 27
Item 9. Changes in and Disagreements With Accountants on Accounting
and Financial Disclosure..................................... 51
Item 9A(T). Controls and Procedures...................................... 51
Item 9B. Other Information............................................ 53
PART III
Item 10. Directors, Executive Officers and Corporate Governance....... 54
Item 11. Executive Compensation....................................... 58
Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters................... 59
Item 13. Certain Relationships and Related Transactions, and Director
Independence................................................. 61
Item 14. Principal Accounting Fees and Services....................... 62
PART IV
Item 15. Exhibits, Financial Statement Schedules...................... 63
SIGNATURES.................................................................. 64
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PART I
ITEM 1. BUSINESS
This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors," that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.
In this annual report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to "common shares" refer to the common shares in our capital stock.
As used in this current report and unless otherwise indicated, the terms "we", "us", "our", "our company" and "Sunergy" mean Sunergy, Inc.
GENERAL OVERVIEW
We were incorporated in the State of Nevada, USA, on January 28, 2003. We are an exploration stage company engaged in the acquisition and exploration of mineral properties with a view to exploiting any mineral deposits we discover that demonstrate economic feasibility.
On April 10, 2003, we acquired the Hummingbird Property located in British Columbia, Canada, from Ashworth Explorations Ltd. The property consists of three mineral claims located in British Columbia's Vancouver Mining Division that have the potential to contain copper, silver and gold mineralization or deposits. In order to acquire a 100% interest in these claims, we paid $3,450 to Ashworth Explorations Ltd. In 2005, 2006, 2007 and 2008 we retained an agent, David Heyman of Vancouver, British Columbia, to re-stake the Hummingbird property and to hold it in trust for us. In 2006, we reduced the size of the property so that it only covers areas upon which we have discovered mineralization in our initial exploration program. As of June 30, 2009, we had abandoned the Hummingbird Property.
On September 12, 2008, Lorne Lilley resigned as treasurer, secretary and a director of our company and Christian Brule resigned as president of our company. As a result of these resignations, George Polyhronopolous and Joseph B. Guerrero were elected directors of our company. On the same date Mr. Polyhronopolous was appointed secretary and treasurer of our company and Mr. Guerrero was elected president.
On September 16, 2008, our board of directors approved a 1for 5 forward stock split of our authorized and issued and outstanding shares of common stock. The certificate of change was filed with the Nevada Secretary of State on September 23, 2008, effective October 7, 2008. Following the stock split our authorized capital has increased from 75,000,000 shares of common stock with a par value of $0.001 to 375,000,000 shares of common stock with a par value of $0.001. We issued five (5) shares of common stock in exchange for every one 1 share of common stock issued and outstanding.
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The company made a purchase of a Ghana, West Africa concession from General Metals for an original contract price of $1,000,000. The payment was to be made with $500,000 in cash and $500,000 in company stock. The $500,000 cash payable to General Metals was made as follows; the company paid $12,500 on October 31, 2008. On December 30, 2008, a third party paid $250,000 to General Metals on behalf of Sunergy and assumed a $250,000 note payable. General Metals subsequently sold the remaining debt of $237,500 to various third party investors. As of August 13, 2010, the company completely paid off the Ghana, West Africia concession to all parties. The details of these transactions are listed below:
On October 31, 2008, we entered into an agreement with General Metals Corporation for the acquisition of its 100% owned Nyinahin Mining Concession located in Ghana, West Africa. The consideration for the acquisition was to consist of $500,000 in cash, which was payable as follows: (i) $50,000 within 5 days of the effective date of the agreement with General Metals, (ii) $200,000 by December 31, 2008, and (iii) the balance of $250,000 by April 30, 2009, in addition to 2,000,000 restricted presplit shares (20,000,000 post split shares) of common stock of our company, issued at a fair value of $0.25 per share or $500,000.
On October 31, 2008, we provided a partial payment of $12,500 due on the principal payment as noted under the agreement for the acquisition of the Nyinahin Mining. This $12,500 payment was credited towards the payment due to General Metals Corporation on April 30, 2009.
On December 5, 2008, we amended the agreement with General Metals Corporation to allow for the initial $250,000 payment to be made on or before December 31, 2008 with the remaining $237,500 payment to be payable on or before April 30, 2009.
As of December 30, 2008, we issued 2,000,000 restricted presplit shares (20,000,000 post split shares) of our common stock to General Metals Corporation at a fair market value of $0.25 per share or $500,000. A shareholder of our company, Global Capital Partners LLC, agreed to settle the initial payment of $250,000 to General Metals Corporation.
On December 30, 2008, we issued a promissory note to Global Capital Partners LLC, in the amount of $250,000 at 8% per annum with principal and interest due and payable on December 31, 2009. Proceeds of the note were used to make payment of an aggregate of $250,000 toward the acquisition of the Nyinahin Mining Concession and on February 25, 2010, the board of directors authorized the settlement of this outstanding debt by the issuance of stock to Global Capital Partners LLC. This transaction was never completed subsequently a group of private US accredited investors purchased this debt from Global Capital Partners, LLC. On August 3, 2009 the company issued common stock to settle the debt with the third party investors.
On March 11, 2009, we appointed Purnendu K. Medhi as director of our company.
On July 29, 2009, we entered into an agreement to settle the final balance due to General Metals of $237,500 plus penalties and interest which was payable in accordance with the previous agreement and due on April 30, 2009. General Metals Corporation agreed to receive 2,000,000 restricted presplit shares (20,000,000 post split shares) of common stock valued at $0.125 per share or $250,000 in settlement of the General Metal's $237,500 balance plus $12,500 payment interest expense. These shares were never issued and subsequently a group of private US accredited investors, including two foreign corporations, purchased this debt from General Metals. On August 13, 2010 the company issued restricted common stock shares to settle the debt with the third party investors.
On August 3, 2009, we entered into a debt settlement agreement with Global Capital Partners LLC whom we owed $250,000 since December 30, 2008. The terms were for a 1 year extension of the loan at 8% interest. Global Capital Partners agreed to accept 2,100,000 restricted presplit shares (21,000,000 post split shares) of common stock of our company in full settlement of the debt including interest. The common stock was not issued in a timely fashion and subsequently the holder assigned the debt to accredited third party investors. Subsequently, on June 30, 2010 we issued shares of common stock for full settlement of the third party debt, including accumulated interest.
On September 3, 2009, George Polyhronopolous resigned as our secretary, treasurer and director.
On November 8, 2009, Christian Brule resigned as director of our company.
On December 21, 2009, Robert A. Levich was appointed as director of our company.
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On March 8, 2010, Joseph Guerrero resigned as president and as a Director of our company and was succeeded by Karl A. Baum who was also appointed a director.
On June 30, 2010, we issued 7,500,000 restricted common presplit shares (75,000,000 post split shares) with a market value of $432,500 on the date authorized by the Board in full settlement of the $250,000 note issued to the accredited third party investors, including, $12,500 accumulated interest and $170,000 additional interest resulting from the fair value differential.
On August 13, 2010, we entered into debt settlement agreements and issued 15,000,000 common presplit shares (150,000,000 post split shares) with a market value of $0.048 per share or $$724,000 to the above referenced private accredited investor group to settle the $237,500 debt that had been previously payable to General Metals Corporation including $17,500 in accrued interest and $469,000 in interest expense. This transaction completed the retirement of all debt associated with the Nyinahin Concession purchased from General Metals.
On August 17, 2010, a Certificate of Amendment was filed with the Nevada Secretary of State effecting a forward stock split of our authorized capital and issued and outstanding shares of common stock on a 1 old for 10 new basis, such that our authorized capital increased from 375,000,000 shares of common stock with a par value of $0.001 to 3,750,000,000 shares of common stock with a par value of $0.001 and, correspondingly, our issued and outstanding shares of common stock increased from 94,619,788 shares of common stock to 946,197,880 shares of common stock. The forward split became effective with the Over-the-Counter Bulletin Board at the opening for trading on August 24, 2010. Consequently, our stock symbol changed to "SNEYD" for 30 days and returned to "SNEY" and our CUSIP number was changed to 86732G306.
On October 18, 2010, we entered into a membership purchase agreement with Allied Mining and Supply, LLC for the purchase of 100% of the issued and outstanding membership interest of Allied Mining, a Nevada limited liability company, and its wholly owned Sierra Leone subsidiary, Allied Mining and Supply, Ltd, which owns the rights to exploration license #EXPL 5/2009 on the 140 sq km Pampana River concession in Sierra Leone, West Africa. In consideration for the purchase of the membership interests, we agreed to pay $18,000 cash and issue 100,000,000 units at a deemed price of $0.0025 to Allied Mining. The units consist of 100,000,000 shares of restricted stock, 100,000,000 with each warrant to purchase 1 share of restricted stock at an exercise price of $0.0025 for a period of 12 months and 100,000,000 warrants with each warrant to purchase 1 share of restricted stock at an exercise price of $0.005 per share for a period of 12 months. The value of the purchase was based on the market price of the stock issued and the fair value of the warrants issued. The 100,000,000 units were not issued until January 11, 2011. This transaction fully satified the Allied Mining and Supply, LLC purchase agreement.
On November 2, 2010, Karl A. Baum resigned as our president and Director and was succeeded by Bryan Miller, the co-founder and Chief Executive Officer of Allied Mining and Supply, LLC. who was appointed President and Director.
During the fourth quarter of 2010, we settled $53,861 of accrued consulting services payable through the execution of a subscription to issue 22,779,960 shares of stock at $.0025. The fair value was based on private subscriptions as the settlement was finalized concurrent with the sale of stock to private investors. The shares were not issued as of December 31, 2010 and consequently have been recorded as stock payable.
On December 15, 2010, we settled $47,500 in accounts payable through the execution of a subscription to issue 19,000,000 shares of stock at $.0025. The fair value was based on private subscriptions as the settlement was finalized concurrent with the sale of stock to private investors. The shares were not issued as of December 31, 2010 and consequently have been recorded as stock payable.
On April 21, 2011, we appointed Mark Shelley as our secretary, treasurer and director.
As of April 21, 2011, our Board of Directors consists of Bryan Miller, Purnendu K. Medhi, Robert A. Levich and Mark Shelley.
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For additional information, including information relating to the description of the common stock of our company, refer to our Amended Registration Statement on Form SB-2 filed with the SEC on November 20, 2006.
OUR CURRENT BUSINESS
We are an exploration stage mining company engaged in the exploration of minerals on properties located in Ghana, and Sierra Leone West Africa.
Our plan of operation for the twelve months following the date of this annual report is to continue Phase I of the exploration program on our Nyinahin mining concession in Ghana, and to equip and commence the planned dredging operation on our Pampana River Concession in Sierra Leone.
HUMMINGBIRD PROPERTY
On April 10, 2003, we executed a mineral property staking and sales agreement and acquired a 100% undivided right, title and interest in and to the Hummingbird Claims located in the province of British Columbia, Canada. We incurred exploration costs on the Hummingbird Claims of $933 and $1,834 during the years ended December 31, 2009 and 2008, and $13,872 in the aggregate from our inception. As of June 30, 2009, we abandoned the Hummingbird Claims.
NYINAHIN MINING CONCESSION - GHANA, WEST AFRICA
Sunergy's Nyinahin concession is located in Ghana's Ashanti Region, ca. 50 km southwest of Kumasi. The Kumasi-Bibiani road cuts NE-SW across the northwest part of the concession. The concession is irregularly shaped and is approximately bounded by 6o29' and 6o37' North Latitude and 2o01'and 2o12' West Longitude. The concession consists of 150 km2 of gently rolling secondary forest and slash-and-burn farming areas containing some cocoa farms and oil-palm plantations. The Offin River valley follows a roughly 10 km meandering NE-SW course through the southeastern part of the concession approximately 60 km upstream from the Central Region town of Dunkwa-on-Offin (also known as Dunkwa).
Immediately adjacent on the east to the Nyinahin Concession is the Esaase-Jeni (Gyeni) properties, held by Keegan Resources of Canada. Prior to Keegan's acquisition of the Bonte (now called Esaase) and the Jeni (Gyeni) concessions, they were mined for alluvial gold by Bonte Gold Mines, a subsidiary of Akrokeri-Ashanti Gold Mines of Canada. The Nyinahin concession is located between two geological gold belts, the Bibiani Belt to the west and the Asankrangwa to the east. The license allows for the exploration and mining of gold, silver, base metals and diamonds. About 80% of the Nyinahin Concession lies to the west of the Offin River within the Ashanti Region of Ghana. There are several historical pits and adits with a strong clustering of artisan pits located along the Offin River. Three old gold prospects exist on the concession. The property is accessed via the main Kumasi-Bibiani trunk road. It falls under the jurisdiction of the Atwima Mponua District Assembly with headquarters at Nyinahin.
The Nyinahin concession is comprised of the Nyinahin Mineral Licence LVB 8936/05 and Land Registry No. 1535/2005, and subsequently converted into a Full Prospecting License (LVB 3857/08). The Concession is situated 20km northeast of Bibiani and about 48km Southwest of Kumasi. The concession which covers an approximate area of 172 sq. km. has been reduced to 150 sq. km to conform to statutory requirements regarding the maximum size for Prospecting Licenses by the Minerals Commission (Ghana).
There are numerous forms in which gold occurs in the Birimian system of Ghana. Current field work coupled with other geological reports suggest that the Nyinahin concession greatly point to mineralization related to shear system within metase dimentary environment. Other forms of mineralization include types associated with granites within intrabasinal environments. The structures on the concession have resemblance to intrabasinal faults represented by the Asankrangwa Fault in the Kumasi basin and the Yamfo trend in the Sunyani basin.
CURRENT EXPLORATION
STREAM SEDIMENTS
Stream sediment sampling was carried out to cover the whole concession. Conventional stream sediment samples (fig. 4) were collected from mostly 1st and 2nd order streams. The main objective of the program was to identify
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gold-anomalous areas for further work. The sampling was done at a density of two samples per square kilometer. A total of 116 stream sediment samples were collected. Pan Concentrate sampling was carried out at a few places.
GEOLOGICAL MAPPING
Geological mapping was carried out alongside the stream sediment sampling. At each sample location, geological observations were made and the co-ordinate determined using the GPS. A total of 10 grab samples including quartz veins were taken. The outcrops, together with other geological information based on previous work enabled a geological map to be produced. Most of the outcrops encountered are graphitic Phyllite.
GPS READINGS
GPS reading using a Garmin 12XL standardized with the Universal Transverse Mercator Zone 30, Northern Hemisphere (WGS84), was used to obtain co-ordinates for each sample point.
SUMMARY OF WORK DONE TO DATE:
MAPPING
Geological Mapping 172 sq. km
SAMPLING
Soil Samples
Stream Sediment samples 116
Trench/Pit Samples
Grab samples taken 10
Anthill -
Total 126
ASSAY
Assay Low Level (stream)
Routine Analysis (grab) 116
We spent approximately $107,900 on exploration costs in 2010.
FUTURE EXPLORATION
We have designed a four-phased exploration program as detailed below:
We are committed to spending approximately US$250,000 over a two year period beginning in Fiscal 2011 depending on the type and size of any deposit to be discovered. This estimate includes a 10% contingency cost. Phases II and III are contingent upon a favorable result from earlier phases.
PHASES I AND II (DURATION 12 MONTHS -END OF FIRST YEAR)
PROPOSED EXPLORATION
Geological Mapping
Line Cutting
Geochemical Soil Sampling
Trenching
Pitting
Geophysical Investigation
The fieldwork will begin with preliminary geological mapping and documentation to confirm the general structures and formations. A review of work done during the reconnaissance license period will also be carried out.
Line cutting will be carried out on known mineralized zones identified within the concession at initial grid spacing of 800m. This will be in-filled with lines spaced at 400m and 200m over selected grounds. It is expected that about 100km of lines will be cut in all. Geochemical soil-sampling program will be conducted at an initial interval of 400 and in-filled at 100m and 50m along the grid lines.
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Trenching, the most cost effective exploration method available in locating significant in-situ mineralization will be employed. Preliminary trenching based on results of the geochemical soil sampling will be carried out. An estimated 800m of trenches will be excavated.
Pitting will be carried out at some soil location points along the proposed mineralized trend where trenching is not merited. Areas without significant gold values along the mineralized trend will also be pitted to check the possibility of transported materials.
Geophysical methods (VLF-EM/SP) will be used to identify mineralized zones/anomalies within the concession area. Other work to be tackled are clarification of the general forms of the mineral deposits (or anomalies), the size of the main ore bodies, their quality, mineralogy and technical problems which will generally assist in the evaluation of the deposit.
Finally, other geological works will be carried out if considered necessary. It is hoped that any geophysical work already conducted in the area by the Geological Survey will help in the interpretation of the structural problems. At the end of this phase, an internal report will be prepared. The report will form the basis of the Annual Report and on which the detailed prospecting phase will be projected and carried out as the next phase of the project.
PHASE III (DURATION UP TO 6 MONTHS - BEGINNING OF SECOND YEAR)
DETAILED PROSPECTING
Geochemical Investigations
Trenching and Pitting
Structural Geological Mapping
Assay
Survey work
Geochemical samples will be taken along the geophysical traverses and analyzed to cross check any prospects/anomalies picked up by the geophysics. All the geochemical anomalies recorded will be "prioritized".
Detailed soil sampling at a closer grid system of 200 X 50m, and 100 X 25m will be undertaken when it becomes necessary.
Trenching, pitting, sampling and structural geological mapping will be tightened up. Any other geological work deemed necessary would also be carried out.
Assaying of all samples will be carried out locally in the first instance. Some external cross checking of the assay values will also be made as and when appropriate.
Survey work -all work from this stage will be performed on a surveyed grid system. All trench locations from the previous phase and the subsequent ones will be surveyed and put on plan and sections. This will enable a more effective picture of the prospecting work to be viewed and interpreted.
Mineralogical and petrographical studies will be carried out.
A report will be prepared at the end of the period. This will involve project appraisal and projections for the next phase of the prospecting program.
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PHASE IV (DURATION UP TO 6 MONTHS - END OF SECOND YEAR)
TARGET DELINEATION AND RESOURCE ESTIMATION
Trenching, Pitting and Sampling
RC Drilling (1000m)
Other Detailed Geological Work
Geological Report.
Work will be concentrated in areas, which have shown positive results during the previous phases and carried out according to the importance of the results. Area(s), which could be mined first, will be prospected in more detail. The aim will be to accurately define the geological structure, forms, attitude of the ore bodies or the ore deposit.
Trenching will continue at an aggressive rate and at closer grid spacing than before. Sampling, survey work and structural geological mapping of all exploration work will be carried out.
RC drilling of the gold deposit for resource estimation will be carried out. It is estimated that about 800m of RC drilling will be carried out.
Assay of all samples will be done locally and externally as and when necessary.
Resource Estimation based on trench and RC drilling will be carried out.
Reserves estimation will be attempted at this stage to determine the extent of the economic mineral potential of the concession area.
NYINAHIN CONCESSION COST ESTIMATES FOR FISCAL 2011 THROUGH 2012
We may not be able to fund the exploration of the Nyinahin concession and the Pampana River concession all in the following year. If we were to raise sufficient funds we would expect to expend $250,000 on this concession.
PAMPANA RIVER CONCESSION - SIERRA LEONE
The Pampana River Concession is an alluvial mining concession consisting of Exploration License No. EXPL 5/2009 which was issued to Allied Mining and Supply Ltd. (AMS) on 12th August 2009. The license is located in the Kholifa Rowalla, Kafe Simiria and Tane Chiefdoms in the Tonkolili District of the Northern Province of Sierra Leone covering an area of 141.3 km2. The concession is situated on the western fringes of the southern Sula Mountains greenstone belt and for most of the northern and central part it straddles the Pampana River. On the west of the southern part, the concession runs along the Pampana River. The property is South of the Sula Mountains in the Greenstone belt, around 120 miles east of the capital, Freetown.
Rare earth elements (REEs) were initially discovered on the Pampana River Concession as a result of exploration efforts carried by AMS in 2009 and 2010. Subsequent due diligence on the Pampana River Concession suggests that significant Rare Earth Elements (REEs) are contained in the 140.1 square kilometers (approximately 87 square miles) concession. Assays of heavy black sand concentrates containing REEs in 2009 and 2010, showed quantities of rare earths and other valuable minerals in commercially exploitable grades. Recent assays conducted by ALS Chemex in Sparks, Nevada, identified the presence of several REE varieties contained in the heavy black sands including Lanthanum, Scandium, Thallium, Cerium, Dysprosium, Hafnium, Lutetium, Niobium, Neodymium, Praesodymium, Tantalum and Zircon The results of ALS Chemix's assays are outlined below:
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PAMPANA RIVER CONCESSION BLACK SANDS ANALYSES
Substance ppm pct. (%) lbs/ton troy oz /ton
--------- --- -------- ------- ------------
Au - Gold 17.21 0.00172% 0.03443 0.441
Ce - Cerium >8748 >0.875% >17.50
Cr - Chrome 3932 0.393% 7.86
Dy - Dysprosium 149 0.0149% 0.295
Er - Erbium 83.4 0.0083% 0.167
Eu - Europium 42.5 0.0042% 0.085
Fe - Iron -- 16.05% 321
Gd - Gadolinium >491 >0.049% >0.983
Hf - Hafnium 1689 0.169% 3.38
Ho - Holmium 24.6 0.0025 0.049
La - Lanthanum 6022 0.602% 12.04
Lu - Lutetium 15.37 0.0015% 0.031
Mn - Manganese 10160 1.016% 20.32
Nb - Niobium 2661 0.266% 5.61
Nd - Neodynium 4523 0.45% 9.05
Pr - Praseodymium >864 >0.086% >1.73
Sm - Samarium >557 >0.056% >1.12
Ta - Tantalum 1231 0.123% 2.46
Tb - Terbium 42.8 0.0043% 0.086
Ti - Titanium -- 9.63% 193
Y - Yttrium 740 0.074% 1.48
Yb - Ytterbium 83.8 0.0084% 0.167
Zr - Zirconium >10000 >1.0% >20.0
Rare Earth Elements (REEs) are a unique group of chemical elements that exhibit a range of special electronic, magnetic, optical and catalytic properties. REEs are used in a wide range of alloys and compounds, and can greatly affect the performance of complex engineered systems. They occur in a variety of chemical forms and have a wide variety of applications, including the processing of materials. REEs are used in components in engineered products, and their uses include fluid cracking catalysts, automotive catalytic convertors, polishing materials, permanent magnets, energy storage, phosphors, and glass additives. In modern society, many of these uses are critical for high tech devices including electronics, jet planes and rocks, and vital engineered components.
The Rare Earth Elements include the 15 elements of the Lanthanide Series, (Atomic Numbers 57 through 71), and consist of Lanthanum, Cerium, Praseodymium, Neodymium, Promethium, Samarium, Europium, Gadolinium, Terbium, Dysprosium, Holmium, Erbium, Thulium, Ytterbium, and Lutetium. In addition, several
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non-Lanthanides, which have similar or related properties and uses, are sometimes classified with the REEs, and these include Yttrium, Niobium, and Tantalum.
In light of the results of the Black Sands Analyses on the Pampana River Concession, we intend to focus our efforts and available resources on our planned dredging operation on the Pampana River Concession. We are also committed to purchasing three 8" dredges from Gold Dredge Wharehouse in Idaho to be deployed on the concession. These custom dredges should process around 50-60 tons per hour each (150-180 Tons/hour) and are designed specifically to capture even the finest gold, gemstones and smaller diamonds as well as the light and heavy rare earths (REEs). Additional dredges are planned to be deployed in Sierra Leone throughout the next year pending operations needs and available funding.
PAMPANA RIVER CONCESSION COST ESTIMATES FOR FISCAL 2011 THROUGH 2012
Subject to the availability of sufficient financing, which is not guaranteed, our planned exploration expenses on the Pampana River Concession for fiscal 2011 including travel is $454,460.
ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE AND PHYSIOGRAPHY
The Pampana River Concession is a nearly triangular license for the exploration for gold and other base metals located on the Pampana River from where it emerges from the main schist belt in the Kolifa Rowalla, Kafe Simiria and Tane Chiefdoms in the Tonkolili District. The concession has a series of meanders off the Pampana River from the northern part of the concession to the south where the river forms the western limit of the property. Access to the license area is along the tarmacked Freetown- Kono Highway through Magburaka, which is the largest township and District Headquarters, about 240km east of Freetown. Several unpaved roads and foot tracks crisscross the property.
The climate is a wet tropical monsoon, with a single wet season each year. The average annual rainfall is about 2,500 centimeters. The greater part of this rain falls in the west season, from mid-May to mid-November. The wettest month is usually August, but rivers attain maximum discharge at their lowest in March and April, and begin to increase in May. Ground water levels do not rise significantly until late July. Daytime shade temperatures range from 18(degree) to 35(degree)C with 65% humidity in the dry season and up to 95% in the rainy season. The coldest month on average is January when dry winds called `Hamattan' blow from the north east towards the coast.
The original vegetation was tropical rain forest, but over most of the region, the forest has been destroyed to make way for farms. Residual areas of primary forest remain particularly along river banks. Elsewhere, the land has all been farmed on the shifting cultivation system, and is normally covered with dense secondary bush whose height varies with the number of years that have elapsed since the ground was farmed. In the north, where rainfall is less, there are large areas where the secondary bush has been replaced by elephant grass, with shrubs and trees persisting only along the watercourses. The Pampana River has its source from Lake Sonfon in the northern Sula Mountains which is well known for its gold mineralization. In its course, the river action erodes the mineralized primary gold deposit and carries the gold with other heavy minerals in the eroded sediments to be deposited in suitable locations along its course. One suitable location is the meanders of the river within the concession area. The river flows south- and west-wards across the main body of the Sula mountains greenstone belt. The Sula Mountains comprise an elongate chain some 120 kilometres long by 16 kilometres wide which forms an open, northerly trending arc. The mountains comprise a relict zone of volcano sedimentary rocks, now metamorphosed to green schist and amphibolite grade.
Having descended the steep valleys of the Sula Mountains and entering the subdued granitic terrain surrounding the Sula Mountain, the Pampana River becomes a series of meanders with several rock bars exposed across the river. These rock boulders and series of meanders have become locations for the deposition of heavy minerals and have become the locus for alluvial gold mineralization and therefore alluvial mining.
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HISTORY
Historically, the Pampana River and its tributaries supported some of the richest alluvial gold workings in the Sula Mountains. The entire stretch of the Pampana River along the southern boundary of the licence was dredged for gold in the 1940s and `50s. The United Nations Development Programme (UNDP) conducted a joint geochemical survey with the Sierra Leone Geological Survey in 1987. The work located gold anomalies in streams along the Pampana River.
Gold placers have been mined from the entire greenstone belt with the exception of the Maranda. The most productive has been the largest belt - the Sula Mountains/ Kangari Hills. Virtually all production records have been from this belt. Amongst the most productive areas have been from rivers in the Lake Sonfon area, the Tebenko River (Makong, Makele) the Mokeke River and Maranda, the Yirisen River and Pampana River. The largest production has come from the dredging of the Pampana River but one of the dredge tails which was sampled was estimated at 0.2gm per cubic yard. The most lucrative section of river has revealed grades of 1gm per cubic yard with an average 0.5gm per cubic yard in the river which is 60m wide with rock exposures. Dredging was successfully done by the Pampana Mining Company for at least 20 miles along the river.
Between April 1984 and May 1987 the United Nations Revolving Fund (UNRF) for Natural Resources Exploration undertook an extensive regional programme of gold exploration in the Pampana district of the southern Sula Mountains. The programme was designed to identify the source rocks of the alluvial gold being mined extensively by artisanal miners. Stream sediment sampling (1,087 samples), soil sampling (2,474 samples), topographic surveying, mapping, pitting and trenching were undertaken. Following verification of stream sediment anomalies, two areas, namely, Yirisen and Masamank (South Pampana EXPL) were targeted for detailed soil sampling with a total of 1,477 sample sites.
At Yirisen soil sampling grids were extended 2.5km north-eastward from the northern limit of known gold mineralization. Two anomalous gold zones were defined by a 50 parts per billion (ppb) gold in soil contour. The most southerly anomaly is comprised of three parallel mineralized trends, the most easterly of which continues for 700m from the mapped extent of the Yirisen deposit. Some 1,200m north-east of the known mineralization, a second 1,500m long by 200m wide gold anomaly extends along the contact between amphibolite and talc schist lithologies. A second grid, 400m east of the main Yirisen grid at Kalmoro, identified a 750m long by 500m wide northeast trending anomalous gold zone, parallel to the trend of the Yirisen gold system.
The Yirisen project has many hallmarks of a potentially significant gold deposit. Certain parallels in terms of the style and extent of shear zone hosted mineralization can already be drawn with Mano River's KGL gold deposit (located approximately 350km south east) in western Liberia, where an initial gold resource of 610,000 ounces (indicated and inferred) at an average 4.8 grams per tonne (g/t) has been defined.
The most recent holder of a license in the vicinity of the AMS Ltd concession, Golden Leo Resources, identified several structural sites considered to have potential for hosting gold mineralization within the prospect. Air photo interpretation on a more detailed scale was utilized to define target zones more precisely. Preliminary reconnaissance geological and structural traversing located mineralized amphibolites and previously unreported artisanal gold workings.
GEOLOGICAL SETTING
The prospect previously held by Golden Leo which adjoins the AMS concession to the south lies in the southern part of the Sula Mountain Greenstone Belt, within a complex sequence of folded and sheared metasediments and metavolcanics with granitic intrusions both between folded greenstone units immediately north of the Pampana River, and in an anticline exposed within the river.
About 0.5 to 1.5 kilometers northeast of the prospect, a series of vertically-dipping ultramafic volcanic and metasediments contain pyritic bands with low gold values. Quartz stringers with pyrite, chalcopyrite and gold occur,
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and chalcopyrite-bearing quartz float with up to 20 g/t Au was found in the area. Approximately one kilometer farther east, the Yirisen zone comprises an anatomizing zone of aplitic sericitic quartz lodes in talc sericite schist with associated fuchsite. Seven veins range from 0.5 to 5.28 metres in width and carry arsenopyrite, chalcopyrite, galena, sphalerite, antimony minerals and pyrite, together with gold values averaging 18 g/t Au. The zone was traced for 400 metres, and the Survey estimated a resource potential of 1,000 oz Au per 1 metre depth.
The Pampana River drains large areas of known gold occurrences hosted in Archean greenstone belts. The Pampana North region is believed to contain significant reserves of high value gold and other precious metals. The region also features high quality alluvial gravels and hard rock quartz vein systems, situated near Sierra Leone's largest known hard rock vein deposit.
The northeastern section of the property spans 1,200 feet and is situated nine kilometers from the prolific Yirisen Gold deposit. Past sampling and ongoing assaying results have indicated the presence of lode gold reserves.
DEPOSIT TYPE
Hard rock gold mineralization was first noted at Yirisen by the Geological Survey of Sierra Leone in 1958 as part of a programme of mapping and sampling of the country's major hard rock artisanal gold mines. The Survey identified seven north easterly trending sub-vertical lodes of gold mineralised quartz veining, averaging 150m in length. Sampling by the Survey returned numerous gold intersections in trenches. Yirisen is one of the most advanced gold projects in Sierra Leone, historic work returning a best trench intersect of 6.4m@23g/t Au. The Yirisen gold system, as defined by a combination of mapped sites of in situ mineralization, artisanal workings and soil geochemical anomalies, trends north-northeast with a current inferred strike length of 3.75 km, open in both directions. Independent consultants ACA Howe International Ltd reported from a recent visit to Yirisen that several bands of high-grade gold mineralization occur over a total width of up to 200m. Artisanal workings, extending to depths of up to 5m, confirm that gold is not solely restricted to the high-grade veins and that within both the oxide and sulphide zones, is partially free milling. Reports indicate recoverable alluvial gold on the Pampana North section (40.1sq/km) at over 500,000 oz., with average grades of 0.12 ounces per tonne qualifying as superior grade deposits as defined by the US Bureau of Mines. AMS Ltd was granted a boundary modification by the Sierra Leone Mines Ministry to include an adjacent 100 square kilometres.
Much of the historic trench and channel sampling was selective in nature, with disseminated mineralization between high grade zones of veining and sulphides appearing to have not been adequately tested, despite reports by local miners that gold is won from this material. An aggressive drilling programme must be designed to thoroughly test the mineralization and permit the estimation of a preliminary resource.
MINERALIZATION
The Pampana River drains large areas of known gold occurrences hosted in Archean greenstone belts. The Pampana North region contains significant reserves of high value gold and other precious metals. The region also features high quality alluvial gravels and hard rock quartz vein systems. The northeastern section of the property spans 1,200 feet and is nine kilometres from the Yirisen Gold deposit. Past sampling and ongoing assaying results have indicated the presence of lode gold reserves.
A compilation of field mapping, Landsat and air photo interpretation to assist the prioritization of targets indicated by the initial regional geochemical results was also conducted. It is concluded from this that the area has potential for primary gold in veins and iron formation, volcanic-associated base metal mineralization, nickel laterite, and granite-hosted molybdenum mineralization. Gold targets exist within an extensive zone of imbricated tectonic rock slices at the intersection of four crustal scale shear zones. Historically the Pampana River and its tributaries supported some of the richest alluvial gold workings in the Sula Mountains. Structural features known to host gold and base metal mineralization are exposed within the Pampana EPLs including that for AMS Ltd. Gold is considered to be derived from sericitic quartz vein lodes and tourmaline bearing pegmatites, the host rock being predominantly sheared ultramafic rocks, now serpentinized and talc-tremolite schists. In many other schist belt gold deposits in West Africa, for instance at Mano's KGL and Weaju projects in Liberia, the host rock is also a strongly sheared, mylonitised and therefore silicified talc-tremolite schist.
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ADJACENT PROPERTIES
In the Pampana Area, several licenses surround the Company's concession. Immediately to the north is the Calone Mining Company concession which is exploring for lode gold in its area. The area was held by Golden Leo Resources previous to the current holder.
METALLURGICAL TESTING
During prospecting undertaken by AMS in 2009, samples collected from five sites along the Pampana River were sent for analysis at the ALS Chemex Laboratory in the USA. Assays of these heavy mineral concentrates including black sand proved quantities of rare earth metals and other valuable minerals such as Tantalum, Thallium, Zirconium, etc. in grades that could be considered commercially exploitable. Documented information and history on the hard rock areas within and immediately north of the AM&S Pampana prospect provide the opportunity for the Company to pursue an aggressive exploration program parallel with the planned gold and mineral sands production.
OTHER RELEVANT DATA AND INFORMATION
Development of the prospect area can occur in two phases: phase one will define both alluvial and lode reserves for mining; phase 2 will be its reserve development and commercial mining program. Testing and existing data indicate gold concentrations ranging from 1 to 18 grams per tonne of material. Fire assays conducted in Freetown by AMS show the gold purity at 89%. Assays of black sand concentrates by AMS in 2009 proved quantities of rare earth metals and other valuable minerals in commercially exploitable grades. Of particular interest are the values of the ten of the lanthanide elements, as well as thorium, tantalum, yttrium, zirconium and chromium. These sands are consistent and verified in the river channel and along the banks and benches. AMS geologists estimate 50kg/tonne rich black sands easily recoverable by dredging and land-based mining, suggesting the likelihood of highly profitable and immediate placer mining. Inspection of artisanal mining and prospecting sites within the license area show black sands throughout the claim.
COMPETITION
We are a mineral resource exploration company. We compete with other mineral resource exploration companies for financing and for the acquisition of new mineral properties. Many of the mineral resource exploration companies with whom we compete have greater financial and technical resources than those available to us. Accordingly, these competitors may be able to spend greater amounts on acquisitions of mineral properties of merit, on exploration of their mineral properties and on development of their mineral properties. In addition, they may be able to afford more geological expertise in the targeting and exploration of mineral properties. This competition could result in competitors having mineral properties of greater quality and interest to prospective investors who may finance additional exploration. This competition could adversely impact on our ability to finance further exploration and to achieve the financing necessary for us to develop our mineral properties.
COMPLIANCE WITH GOVERNMENT REGULATION
We are committed to complying with and are, to our knowledge, in compliance with, all governmental and environmental regulations applicable to our company and our properties. Permits from a variety of regulatory authorities are required for many aspects of mine operation and reclamation. We cannot predict the extent to which these requirements will affect our company or our properties if we identify the existence of minerals in commercially exploitable quantities. In addition, future legislation and regulation could cause additional expense, capital expenditure, restrictions and delays in the exploration of our properties.
RESEARCH AND DEVELOPMENT EXPENDITURES
We have not incurred research and development expenditures over the last fiscal year.
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EMPLOYEES
Currently, we do not have any employees. Our directors and certain contracted individuals play an important role in the running of our company. We do not expect any material changes in the number of employees over the next 12 month period. We do and will continue to outsource contract employment as needed.
We engage contractors from time to time to consult with us on specific corporate affairs or to perform specific tasks in connection with our exploration programs.
SUBSIDIARIES
As of December 31, 2010 we have two wholly owned subsidiaries, Allied Mining and Supply LLC, a Nevada limited liability company, and Mikite Gold Resources Limited, a Ghanaian company. The Mikite Gold Resources Ltd is a company which was created to hold the Nyinahin concession in Ghana and has no other assets or operations.
Our operations in relation to our Pampana River Concession in Sierra Leone are conducted through Allied Mining and Supply LLC and its wholly owned subsidiary Allied Mining and Supply Ltd., a Sierra Leone company.
The financial statement included in this report represent the consolidated results of Sunergy, Inc., the Ghana concession, Allied Mining and Supply LLC and Allied Mining and Supply Ltd. All material inter-company accounts and transactions have been eliminated.
INTELLECTUAL PROPERTY
We do not own, either legally or beneficially, any patent or trademark.
ITEM 1A. RISK FACTORS
Our business operations are subject to a number of risks and uncertainties, including, but not limited to those set forth below:
RISKS ASSOCIATED WITH MINING
OUR PROPERTIES ARE IN THE PRE-EXPLORATION STAGE. THERE IS NO ASSURANCE THAT WE CAN ESTABLISH THE EXISTENCE OF ANY MINERAL RESOURCE ON OUR PROPERTIES IN COMMERCIALLY EXPLOITABLE QUANTITIES. UNTIL WE CAN DO SO, WE CANNOT EARN ANY REVENUES FROM OPERATIONS AND IF WE DO NOT DO SO WE WILL LOSE ALL OF THE FUNDS THAT WE EXPEND ON EXPLORATION. IF WE DO NOT DISCOVER ANY MINERAL RESOURCE IN A COMMERCIALLY EXPLOITABLE QUANTITY, OUR BUSINESS COULD FAIL.
Despite pre-exploration work on our mineral properties, we have not established that they contain any mineral reserve, and there can be no assurance that we will be able to do so. If we do not, our business could fail.
A mineral reserve is defined by the Securities and Exchange Commission in its Industry Guide 7 (which can be viewed over the Internet at http://www.sec.gov/divisions/corpfin/forms/industry.htm#secguide7) as that part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination. The probability of an individual prospect ever having a "reserve" that meets the requirements of the Securities and Exchange Commission's Industry Guide 7 is extremely remote; in all probability our mineral resource property does not contain any 'reserve' and any funds that we spend on exploration will probably be lost.
PrintAlert
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2010
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from [ ] to [ ]
Commission file number 000-52767
SUNERGY, INC.
(Exact name of registrant as specified in its charter)
Nevada 26-4828510
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
14362 N. Frank Lloyd Wright Blvd., Suite 1000, Scottsdale, AZ 85260
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 480.477.5810
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange On Which Registered
------------------- -----------------------------------------
N/A N/A
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act Yes [ ] No [X]
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the last 90 days. Yes [ ] No [X]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registration statement was required to submit and post such files). Yes [ ] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (ss.229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
The aggregate market value of Common Stock held by non-affiliates of the Registrant on November 30, 2011 was 9,770,058 based on a $0.008 closing price for the Common Stock on November 25, 2011. For purposes of this computation, all executive officers and directors have been deemed to be affiliates. Such determination should not be deemed to be an admission that such executive officers and directors are, in fact, affiliates of the Registrant.
Indicate the number of shares outstanding of each of the registrant's classes of common stock as of the latest practicable date. 1,493,586,405 as of November 30, 2011
DOCUMENTS INCORPORATED BY REFERENCE
None.
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EXPLANATORY NOTE
This annual report on Form 10-K is for the period ended December 31, 2010. Except where expressly described, the information in this report reflects the affairs of the Sunergy, Inc. as at December 31, 2010, and does not provide up to date information regarding the business or operations of Sunergy, Inc. subsequent to December 31, 2010.
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TABLE OF CONTENTS
PART I
Item 1. Business..................................................... 4
Item 1A. Risk Factors................................................. 6
Item 1B. Unresolved Staff Comments.................................... 20
Item 2. Properties................................................... 20
Item 3. Legal Proceedings............................................ 20
Item 4. (Removed and Reserved)....................................... 20
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities............ 20
Item 6. Selected Financial Data...................................... 22
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations.................................... 22
Item 7A. Quantitative and Qualitative Disclosures About Market Risk... 26
Item 8. Financial Statements and Supplementary Data.................. 27
Item 9. Changes in and Disagreements With Accountants on Accounting
and Financial Disclosure..................................... 51
Item 9A(T). Controls and Procedures...................................... 51
Item 9B. Other Information............................................ 53
PART III
Item 10. Directors, Executive Officers and Corporate Governance....... 54
Item 11. Executive Compensation....................................... 58
Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters................... 59
Item 13. Certain Relationships and Related Transactions, and Director
Independence................................................. 61
Item 14. Principal Accounting Fees and Services....................... 62
PART IV
Item 15. Exhibits, Financial Statement Schedules...................... 63
SIGNATURES.................................................................. 64
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PART I
ITEM 1. BUSINESS
This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors," that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.
In this annual report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to "common shares" refer to the common shares in our capital stock.
As used in this current report and unless otherwise indicated, the terms "we", "us", "our", "our company" and "Sunergy" mean Sunergy, Inc.
GENERAL OVERVIEW
We were incorporated in the State of Nevada, USA, on January 28, 2003. We are an exploration stage company engaged in the acquisition and exploration of mineral properties with a view to exploiting any mineral deposits we discover that demonstrate economic feasibility.
On April 10, 2003, we acquired the Hummingbird Property located in British Columbia, Canada, from Ashworth Explorations Ltd. The property consists of three mineral claims located in British Columbia's Vancouver Mining Division that have the potential to contain copper, silver and gold mineralization or deposits. In order to acquire a 100% interest in these claims, we paid $3,450 to Ashworth Explorations Ltd. In 2005, 2006, 2007 and 2008 we retained an agent, David Heyman of Vancouver, British Columbia, to re-stake the Hummingbird property and to hold it in trust for us. In 2006, we reduced the size of the property so that it only covers areas upon which we have discovered mineralization in our initial exploration program. As of June 30, 2009, we had abandoned the Hummingbird Property.
On September 12, 2008, Lorne Lilley resigned as treasurer, secretary and a director of our company and Christian Brule resigned as president of our company. As a result of these resignations, George Polyhronopolous and Joseph B. Guerrero were elected directors of our company. On the same date Mr. Polyhronopolous was appointed secretary and treasurer of our company and Mr. Guerrero was elected president.
On September 16, 2008, our board of directors approved a 1for 5 forward stock split of our authorized and issued and outstanding shares of common stock. The certificate of change was filed with the Nevada Secretary of State on September 23, 2008, effective October 7, 2008. Following the stock split our authorized capital has increased from 75,000,000 shares of common stock with a par value of $0.001 to 375,000,000 shares of common stock with a par value of $0.001. We issued five (5) shares of common stock in exchange for every one 1 share of common stock issued and outstanding.
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The company made a purchase of a Ghana, West Africa concession from General Metals for an original contract price of $1,000,000. The payment was to be made with $500,000 in cash and $500,000 in company stock. The $500,000 cash payable to General Metals was made as follows; the company paid $12,500 on October 31, 2008. On December 30, 2008, a third party paid $250,000 to General Metals on behalf of Sunergy and assumed a $250,000 note payable. General Metals subsequently sold the remaining debt of $237,500 to various third party investors. As of August 13, 2010, the company completely paid off the Ghana, West Africia concession to all parties. The details of these transactions are listed below:
On October 31, 2008, we entered into an agreement with General Metals Corporation for the acquisition of its 100% owned Nyinahin Mining Concession located in Ghana, West Africa. The consideration for the acquisition was to consist of $500,000 in cash, which was payable as follows: (i) $50,000 within 5 days of the effective date of the agreement with General Metals, (ii) $200,000 by December 31, 2008, and (iii) the balance of $250,000 by April 30, 2009, in addition to 2,000,000 restricted presplit shares (20,000,000 post split shares) of common stock of our company, issued at a fair value of $0.25 per share or $500,000.
On October 31, 2008, we provided a partial payment of $12,500 due on the principal payment as noted under the agreement for the acquisition of the Nyinahin Mining. This $12,500 payment was credited towards the payment due to General Metals Corporation on April 30, 2009.
On December 5, 2008, we amended the agreement with General Metals Corporation to allow for the initial $250,000 payment to be made on or before December 31, 2008 with the remaining $237,500 payment to be payable on or before April 30, 2009.
As of December 30, 2008, we issued 2,000,000 restricted presplit shares (20,000,000 post split shares) of our common stock to General Metals Corporation at a fair market value of $0.25 per share or $500,000. A shareholder of our company, Global Capital Partners LLC, agreed to settle the initial payment of $250,000 to General Metals Corporation.
On December 30, 2008, we issued a promissory note to Global Capital Partners LLC, in the amount of $250,000 at 8% per annum with principal and interest due and payable on December 31, 2009. Proceeds of the note were used to make payment of an aggregate of $250,000 toward the acquisition of the Nyinahin Mining Concession and on February 25, 2010, the board of directors authorized the settlement of this outstanding debt by the issuance of stock to Global Capital Partners LLC. This transaction was never completed subsequently a group of private US accredited investors purchased this debt from Global Capital Partners, LLC. On August 3, 2009 the company issued common stock to settle the debt with the third party investors.
On March 11, 2009, we appointed Purnendu K. Medhi as director of our company.
On July 29, 2009, we entered into an agreement to settle the final balance due to General Metals of $237,500 plus penalties and interest which was payable in accordance with the previous agreement and due on April 30, 2009. General Metals Corporation agreed to receive 2,000,000 restricted presplit shares (20,000,000 post split shares) of common stock valued at $0.125 per share or $250,000 in settlement of the General Metal's $237,500 balance plus $12,500 payment interest expense. These shares were never issued and subsequently a group of private US accredited investors, including two foreign corporations, purchased this debt from General Metals. On August 13, 2010 the company issued restricted common stock shares to settle the debt with the third party investors.
On August 3, 2009, we entered into a debt settlement agreement with Global Capital Partners LLC whom we owed $250,000 since December 30, 2008. The terms were for a 1 year extension of the loan at 8% interest. Global Capital Partners agreed to accept 2,100,000 restricted presplit shares (21,000,000 post split shares) of common stock of our company in full settlement of the debt including interest. The common stock was not issued in a timely fashion and subsequently the holder assigned the debt to accredited third party investors. Subsequently, on June 30, 2010 we issued shares of common stock for full settlement of the third party debt, including accumulated interest.
On September 3, 2009, George Polyhronopolous resigned as our secretary, treasurer and director.
On November 8, 2009, Christian Brule resigned as director of our company.
On December 21, 2009, Robert A. Levich was appointed as director of our company.
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On March 8, 2010, Joseph Guerrero resigned as president and as a Director of our company and was succeeded by Karl A. Baum who was also appointed a director.
On June 30, 2010, we issued 7,500,000 restricted common presplit shares (75,000,000 post split shares) with a market value of $432,500 on the date authorized by the Board in full settlement of the $250,000 note issued to the accredited third party investors, including, $12,500 accumulated interest and $170,000 additional interest resulting from the fair value differential.
On August 13, 2010, we entered into debt settlement agreements and issued 15,000,000 common presplit shares (150,000,000 post split shares) with a market value of $0.048 per share or $$724,000 to the above referenced private accredited investor group to settle the $237,500 debt that had been previously payable to General Metals Corporation including $17,500 in accrued interest and $469,000 in interest expense. This transaction completed the retirement of all debt associated with the Nyinahin Concession purchased from General Metals.
On August 17, 2010, a Certificate of Amendment was filed with the Nevada Secretary of State effecting a forward stock split of our authorized capital and issued and outstanding shares of common stock on a 1 old for 10 new basis, such that our authorized capital increased from 375,000,000 shares of common stock with a par value of $0.001 to 3,750,000,000 shares of common stock with a par value of $0.001 and, correspondingly, our issued and outstanding shares of common stock increased from 94,619,788 shares of common stock to 946,197,880 shares of common stock. The forward split became effective with the Over-the-Counter Bulletin Board at the opening for trading on August 24, 2010. Consequently, our stock symbol changed to "SNEYD" for 30 days and returned to "SNEY" and our CUSIP number was changed to 86732G306.
On October 18, 2010, we entered into a membership purchase agreement with Allied Mining and Supply, LLC for the purchase of 100% of the issued and outstanding membership interest of Allied Mining, a Nevada limited liability company, and its wholly owned Sierra Leone subsidiary, Allied Mining and Supply, Ltd, which owns the rights to exploration license #EXPL 5/2009 on the 140 sq km Pampana River concession in Sierra Leone, West Africa. In consideration for the purchase of the membership interests, we agreed to pay $18,000 cash and issue 100,000,000 units at a deemed price of $0.0025 to Allied Mining. The units consist of 100,000,000 shares of restricted stock, 100,000,000 with each warrant to purchase 1 share of restricted stock at an exercise price of $0.0025 for a period of 12 months and 100,000,000 warrants with each warrant to purchase 1 share of restricted stock at an exercise price of $0.005 per share for a period of 12 months. The value of the purchase was based on the market price of the stock issued and the fair value of the warrants issued. The 100,000,000 units were not issued until January 11, 2011. This transaction fully satified the Allied Mining and Supply, LLC purchase agreement.
On November 2, 2010, Karl A. Baum resigned as our president and Director and was succeeded by Bryan Miller, the co-founder and Chief Executive Officer of Allied Mining and Supply, LLC. who was appointed President and Director.
During the fourth quarter of 2010, we settled $53,861 of accrued consulting services payable through the execution of a subscription to issue 22,779,960 shares of stock at $.0025. The fair value was based on private subscriptions as the settlement was finalized concurrent with the sale of stock to private investors. The shares were not issued as of December 31, 2010 and consequently have been recorded as stock payable.
On December 15, 2010, we settled $47,500 in accounts payable through the execution of a subscription to issue 19,000,000 shares of stock at $.0025. The fair value was based on private subscriptions as the settlement was finalized concurrent with the sale of stock to private investors. The shares were not issued as of December 31, 2010 and consequently have been recorded as stock payable.
On April 21, 2011, we appointed Mark Shelley as our secretary, treasurer and director.
As of April 21, 2011, our Board of Directors consists of Bryan Miller, Purnendu K. Medhi, Robert A. Levich and Mark Shelley.
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For additional information, including information relating to the description of the common stock of our company, refer to our Amended Registration Statement on Form SB-2 filed with the SEC on November 20, 2006.
OUR CURRENT BUSINESS
We are an exploration stage mining company engaged in the exploration of minerals on properties located in Ghana, and Sierra Leone West Africa.
Our plan of operation for the twelve months following the date of this annual report is to continue Phase I of the exploration program on our Nyinahin mining concession in Ghana, and to equip and commence the planned dredging operation on our Pampana River Concession in Sierra Leone.
HUMMINGBIRD PROPERTY
On April 10, 2003, we executed a mineral property staking and sales agreement and acquired a 100% undivided right, title and interest in and to the Hummingbird Claims located in the province of British Columbia, Canada. We incurred exploration costs on the Hummingbird Claims of $933 and $1,834 during the years ended December 31, 2009 and 2008, and $13,872 in the aggregate from our inception. As of June 30, 2009, we abandoned the Hummingbird Claims.
NYINAHIN MINING CONCESSION - GHANA, WEST AFRICA
Sunergy's Nyinahin concession is located in Ghana's Ashanti Region, ca. 50 km southwest of Kumasi. The Kumasi-Bibiani road cuts NE-SW across the northwest part of the concession. The concession is irregularly shaped and is approximately bounded by 6o29' and 6o37' North Latitude and 2o01'and 2o12' West Longitude. The concession consists of 150 km2 of gently rolling secondary forest and slash-and-burn farming areas containing some cocoa farms and oil-palm plantations. The Offin River valley follows a roughly 10 km meandering NE-SW course through the southeastern part of the concession approximately 60 km upstream from the Central Region town of Dunkwa-on-Offin (also known as Dunkwa).
Immediately adjacent on the east to the Nyinahin Concession is the Esaase-Jeni (Gyeni) properties, held by Keegan Resources of Canada. Prior to Keegan's acquisition of the Bonte (now called Esaase) and the Jeni (Gyeni) concessions, they were mined for alluvial gold by Bonte Gold Mines, a subsidiary of Akrokeri-Ashanti Gold Mines of Canada. The Nyinahin concession is located between two geological gold belts, the Bibiani Belt to the west and the Asankrangwa to the east. The license allows for the exploration and mining of gold, silver, base metals and diamonds. About 80% of the Nyinahin Concession lies to the west of the Offin River within the Ashanti Region of Ghana. There are several historical pits and adits with a strong clustering of artisan pits located along the Offin River. Three old gold prospects exist on the concession. The property is accessed via the main Kumasi-Bibiani trunk road. It falls under the jurisdiction of the Atwima Mponua District Assembly with headquarters at Nyinahin.
The Nyinahin concession is comprised of the Nyinahin Mineral Licence LVB 8936/05 and Land Registry No. 1535/2005, and subsequently converted into a Full Prospecting License (LVB 3857/08). The Concession is situated 20km northeast of Bibiani and about 48km Southwest of Kumasi. The concession which covers an approximate area of 172 sq. km. has been reduced to 150 sq. km to conform to statutory requirements regarding the maximum size for Prospecting Licenses by the Minerals Commission (Ghana).
There are numerous forms in which gold occurs in the Birimian system of Ghana. Current field work coupled with other geological reports suggest that the Nyinahin concession greatly point to mineralization related to shear system within metase dimentary environment. Other forms of mineralization include types associated with granites within intrabasinal environments. The structures on the concession have resemblance to intrabasinal faults represented by the Asankrangwa Fault in the Kumasi basin and the Yamfo trend in the Sunyani basin.
CURRENT EXPLORATION
STREAM SEDIMENTS
Stream sediment sampling was carried out to cover the whole concession. Conventional stream sediment samples (fig. 4) were collected from mostly 1st and 2nd order streams. The main objective of the program was to identify
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gold-anomalous areas for further work. The sampling was done at a density of two samples per square kilometer. A total of 116 stream sediment samples were collected. Pan Concentrate sampling was carried out at a few places.
GEOLOGICAL MAPPING
Geological mapping was carried out alongside the stream sediment sampling. At each sample location, geological observations were made and the co-ordinate determined using the GPS. A total of 10 grab samples including quartz veins were taken. The outcrops, together with other geological information based on previous work enabled a geological map to be produced. Most of the outcrops encountered are graphitic Phyllite.
GPS READINGS
GPS reading using a Garmin 12XL standardized with the Universal Transverse Mercator Zone 30, Northern Hemisphere (WGS84), was used to obtain co-ordinates for each sample point.
SUMMARY OF WORK DONE TO DATE:
MAPPING
Geological Mapping 172 sq. km
SAMPLING
Soil Samples
Stream Sediment samples 116
Trench/Pit Samples
Grab samples taken 10
Anthill -
Total 126
ASSAY
Assay Low Level (stream)
Routine Analysis (grab) 116
We spent approximately $107,900 on exploration costs in 2010.
FUTURE EXPLORATION
We have designed a four-phased exploration program as detailed below:
We are committed to spending approximately US$250,000 over a two year period beginning in Fiscal 2011 depending on the type and size of any deposit to be discovered. This estimate includes a 10% contingency cost. Phases II and III are contingent upon a favorable result from earlier phases.
PHASES I AND II (DURATION 12 MONTHS -END OF FIRST YEAR)
PROPOSED EXPLORATION
Geological Mapping
Line Cutting
Geochemical Soil Sampling
Trenching
Pitting
Geophysical Investigation
The fieldwork will begin with preliminary geological mapping and documentation to confirm the general structures and formations. A review of work done during the reconnaissance license period will also be carried out.
Line cutting will be carried out on known mineralized zones identified within the concession at initial grid spacing of 800m. This will be in-filled with lines spaced at 400m and 200m over selected grounds. It is expected that about 100km of lines will be cut in all. Geochemical soil-sampling program will be conducted at an initial interval of 400 and in-filled at 100m and 50m along the grid lines.
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Trenching, the most cost effective exploration method available in locating significant in-situ mineralization will be employed. Preliminary trenching based on results of the geochemical soil sampling will be carried out. An estimated 800m of trenches will be excavated.
Pitting will be carried out at some soil location points along the proposed mineralized trend where trenching is not merited. Areas without significant gold values along the mineralized trend will also be pitted to check the possibility of transported materials.
Geophysical methods (VLF-EM/SP) will be used to identify mineralized zones/anomalies within the concession area. Other work to be tackled are clarification of the general forms of the mineral deposits (or anomalies), the size of the main ore bodies, their quality, mineralogy and technical problems which will generally assist in the evaluation of the deposit.
Finally, other geological works will be carried out if considered necessary. It is hoped that any geophysical work already conducted in the area by the Geological Survey will help in the interpretation of the structural problems. At the end of this phase, an internal report will be prepared. The report will form the basis of the Annual Report and on which the detailed prospecting phase will be projected and carried out as the next phase of the project.
PHASE III (DURATION UP TO 6 MONTHS - BEGINNING OF SECOND YEAR)
DETAILED PROSPECTING
Geochemical Investigations
Trenching and Pitting
Structural Geological Mapping
Assay
Survey work
Geochemical samples will be taken along the geophysical traverses and analyzed to cross check any prospects/anomalies picked up by the geophysics. All the geochemical anomalies recorded will be "prioritized".
Detailed soil sampling at a closer grid system of 200 X 50m, and 100 X 25m will be undertaken when it becomes necessary.
Trenching, pitting, sampling and structural geological mapping will be tightened up. Any other geological work deemed necessary would also be carried out.
Assaying of all samples will be carried out locally in the first instance. Some external cross checking of the assay values will also be made as and when appropriate.
Survey work -all work from this stage will be performed on a surveyed grid system. All trench locations from the previous phase and the subsequent ones will be surveyed and put on plan and sections. This will enable a more effective picture of the prospecting work to be viewed and interpreted.
Mineralogical and petrographical studies will be carried out.
A report will be prepared at the end of the period. This will involve project appraisal and projections for the next phase of the prospecting program.
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PHASE IV (DURATION UP TO 6 MONTHS - END OF SECOND YEAR)
TARGET DELINEATION AND RESOURCE ESTIMATION
Trenching, Pitting and Sampling
RC Drilling (1000m)
Other Detailed Geological Work
Geological Report.
Work will be concentrated in areas, which have shown positive results during the previous phases and carried out according to the importance of the results. Area(s), which could be mined first, will be prospected in more detail. The aim will be to accurately define the geological structure, forms, attitude of the ore bodies or the ore deposit.
Trenching will continue at an aggressive rate and at closer grid spacing than before. Sampling, survey work and structural geological mapping of all exploration work will be carried out.
RC drilling of the gold deposit for resource estimation will be carried out. It is estimated that about 800m of RC drilling will be carried out.
Assay of all samples will be done locally and externally as and when necessary.
Resource Estimation based on trench and RC drilling will be carried out.
Reserves estimation will be attempted at this stage to determine the extent of the economic mineral potential of the concession area.
NYINAHIN CONCESSION COST ESTIMATES FOR FISCAL 2011 THROUGH 2012
We may not be able to fund the exploration of the Nyinahin concession and the Pampana River concession all in the following year. If we were to raise sufficient funds we would expect to expend $250,000 on this concession.
PAMPANA RIVER CONCESSION - SIERRA LEONE
The Pampana River Concession is an alluvial mining concession consisting of Exploration License No. EXPL 5/2009 which was issued to Allied Mining and Supply Ltd. (AMS) on 12th August 2009. The license is located in the Kholifa Rowalla, Kafe Simiria and Tane Chiefdoms in the Tonkolili District of the Northern Province of Sierra Leone covering an area of 141.3 km2. The concession is situated on the western fringes of the southern Sula Mountains greenstone belt and for most of the northern and central part it straddles the Pampana River. On the west of the southern part, the concession runs along the Pampana River. The property is South of the Sula Mountains in the Greenstone belt, around 120 miles east of the capital, Freetown.
Rare earth elements (REEs) were initially discovered on the Pampana River Concession as a result of exploration efforts carried by AMS in 2009 and 2010. Subsequent due diligence on the Pampana River Concession suggests that significant Rare Earth Elements (REEs) are contained in the 140.1 square kilometers (approximately 87 square miles) concession. Assays of heavy black sand concentrates containing REEs in 2009 and 2010, showed quantities of rare earths and other valuable minerals in commercially exploitable grades. Recent assays conducted by ALS Chemex in Sparks, Nevada, identified the presence of several REE varieties contained in the heavy black sands including Lanthanum, Scandium, Thallium, Cerium, Dysprosium, Hafnium, Lutetium, Niobium, Neodymium, Praesodymium, Tantalum and Zircon The results of ALS Chemix's assays are outlined below:
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PAMPANA RIVER CONCESSION BLACK SANDS ANALYSES
Substance ppm pct. (%) lbs/ton troy oz /ton
--------- --- -------- ------- ------------
Au - Gold 17.21 0.00172% 0.03443 0.441
Ce - Cerium >8748 >0.875% >17.50
Cr - Chrome 3932 0.393% 7.86
Dy - Dysprosium 149 0.0149% 0.295
Er - Erbium 83.4 0.0083% 0.167
Eu - Europium 42.5 0.0042% 0.085
Fe - Iron -- 16.05% 321
Gd - Gadolinium >491 >0.049% >0.983
Hf - Hafnium 1689 0.169% 3.38
Ho - Holmium 24.6 0.0025 0.049
La - Lanthanum 6022 0.602% 12.04
Lu - Lutetium 15.37 0.0015% 0.031
Mn - Manganese 10160 1.016% 20.32
Nb - Niobium 2661 0.266% 5.61
Nd - Neodynium 4523 0.45% 9.05
Pr - Praseodymium >864 >0.086% >1.73
Sm - Samarium >557 >0.056% >1.12
Ta - Tantalum 1231 0.123% 2.46
Tb - Terbium 42.8 0.0043% 0.086
Ti - Titanium -- 9.63% 193
Y - Yttrium 740 0.074% 1.48
Yb - Ytterbium 83.8 0.0084% 0.167
Zr - Zirconium >10000 >1.0% >20.0
Rare Earth Elements (REEs) are a unique group of chemical elements that exhibit a range of special electronic, magnetic, optical and catalytic properties. REEs are used in a wide range of alloys and compounds, and can greatly affect the performance of complex engineered systems. They occur in a variety of chemical forms and have a wide variety of applications, including the processing of materials. REEs are used in components in engineered products, and their uses include fluid cracking catalysts, automotive catalytic convertors, polishing materials, permanent magnets, energy storage, phosphors, and glass additives. In modern society, many of these uses are critical for high tech devices including electronics, jet planes and rocks, and vital engineered components.
The Rare Earth Elements include the 15 elements of the Lanthanide Series, (Atomic Numbers 57 through 71), and consist of Lanthanum, Cerium, Praseodymium, Neodymium, Promethium, Samarium, Europium, Gadolinium, Terbium, Dysprosium, Holmium, Erbium, Thulium, Ytterbium, and Lutetium. In addition, several
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non-Lanthanides, which have similar or related properties and uses, are sometimes classified with the REEs, and these include Yttrium, Niobium, and Tantalum.
In light of the results of the Black Sands Analyses on the Pampana River Concession, we intend to focus our efforts and available resources on our planned dredging operation on the Pampana River Concession. We are also committed to purchasing three 8" dredges from Gold Dredge Wharehouse in Idaho to be deployed on the concession. These custom dredges should process around 50-60 tons per hour each (150-180 Tons/hour) and are designed specifically to capture even the finest gold, gemstones and smaller diamonds as well as the light and heavy rare earths (REEs). Additional dredges are planned to be deployed in Sierra Leone throughout the next year pending operations needs and available funding.
PAMPANA RIVER CONCESSION COST ESTIMATES FOR FISCAL 2011 THROUGH 2012
Subject to the availability of sufficient financing, which is not guaranteed, our planned exploration expenses on the Pampana River Concession for fiscal 2011 including travel is $454,460.
ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE AND PHYSIOGRAPHY
The Pampana River Concession is a nearly triangular license for the exploration for gold and other base metals located on the Pampana River from where it emerges from the main schist belt in the Kolifa Rowalla, Kafe Simiria and Tane Chiefdoms in the Tonkolili District. The concession has a series of meanders off the Pampana River from the northern part of the concession to the south where the river forms the western limit of the property. Access to the license area is along the tarmacked Freetown- Kono Highway through Magburaka, which is the largest township and District Headquarters, about 240km east of Freetown. Several unpaved roads and foot tracks crisscross the property.
The climate is a wet tropical monsoon, with a single wet season each year. The average annual rainfall is about 2,500 centimeters. The greater part of this rain falls in the west season, from mid-May to mid-November. The wettest month is usually August, but rivers attain maximum discharge at their lowest in March and April, and begin to increase in May. Ground water levels do not rise significantly until late July. Daytime shade temperatures range from 18(degree) to 35(degree)C with 65% humidity in the dry season and up to 95% in the rainy season. The coldest month on average is January when dry winds called `Hamattan' blow from the north east towards the coast.
The original vegetation was tropical rain forest, but over most of the region, the forest has been destroyed to make way for farms. Residual areas of primary forest remain particularly along river banks. Elsewhere, the land has all been farmed on the shifting cultivation system, and is normally covered with dense secondary bush whose height varies with the number of years that have elapsed since the ground was farmed. In the north, where rainfall is less, there are large areas where the secondary bush has been replaced by elephant grass, with shrubs and trees persisting only along the watercourses. The Pampana River has its source from Lake Sonfon in the northern Sula Mountains which is well known for its gold mineralization. In its course, the river action erodes the mineralized primary gold deposit and carries the gold with other heavy minerals in the eroded sediments to be deposited in suitable locations along its course. One suitable location is the meanders of the river within the concession area. The river flows south- and west-wards across the main body of the Sula mountains greenstone belt. The Sula Mountains comprise an elongate chain some 120 kilometres long by 16 kilometres wide which forms an open, northerly trending arc. The mountains comprise a relict zone of volcano sedimentary rocks, now metamorphosed to green schist and amphibolite grade.
Having descended the steep valleys of the Sula Mountains and entering the subdued granitic terrain surrounding the Sula Mountain, the Pampana River becomes a series of meanders with several rock bars exposed across the river. These rock boulders and series of meanders have become locations for the deposition of heavy minerals and have become the locus for alluvial gold mineralization and therefore alluvial mining.
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HISTORY
Historically, the Pampana River and its tributaries supported some of the richest alluvial gold workings in the Sula Mountains. The entire stretch of the Pampana River along the southern boundary of the licence was dredged for gold in the 1940s and `50s. The United Nations Development Programme (UNDP) conducted a joint geochemical survey with the Sierra Leone Geological Survey in 1987. The work located gold anomalies in streams along the Pampana River.
Gold placers have been mined from the entire greenstone belt with the exception of the Maranda. The most productive has been the largest belt - the Sula Mountains/ Kangari Hills. Virtually all production records have been from this belt. Amongst the most productive areas have been from rivers in the Lake Sonfon area, the Tebenko River (Makong, Makele) the Mokeke River and Maranda, the Yirisen River and Pampana River. The largest production has come from the dredging of the Pampana River but one of the dredge tails which was sampled was estimated at 0.2gm per cubic yard. The most lucrative section of river has revealed grades of 1gm per cubic yard with an average 0.5gm per cubic yard in the river which is 60m wide with rock exposures. Dredging was successfully done by the Pampana Mining Company for at least 20 miles along the river.
Between April 1984 and May 1987 the United Nations Revolving Fund (UNRF) for Natural Resources Exploration undertook an extensive regional programme of gold exploration in the Pampana district of the southern Sula Mountains. The programme was designed to identify the source rocks of the alluvial gold being mined extensively by artisanal miners. Stream sediment sampling (1,087 samples), soil sampling (2,474 samples), topographic surveying, mapping, pitting and trenching were undertaken. Following verification of stream sediment anomalies, two areas, namely, Yirisen and Masamank (South Pampana EXPL) were targeted for detailed soil sampling with a total of 1,477 sample sites.
At Yirisen soil sampling grids were extended 2.5km north-eastward from the northern limit of known gold mineralization. Two anomalous gold zones were defined by a 50 parts per billion (ppb) gold in soil contour. The most southerly anomaly is comprised of three parallel mineralized trends, the most easterly of which continues for 700m from the mapped extent of the Yirisen deposit. Some 1,200m north-east of the known mineralization, a second 1,500m long by 200m wide gold anomaly extends along the contact between amphibolite and talc schist lithologies. A second grid, 400m east of the main Yirisen grid at Kalmoro, identified a 750m long by 500m wide northeast trending anomalous gold zone, parallel to the trend of the Yirisen gold system.
The Yirisen project has many hallmarks of a potentially significant gold deposit. Certain parallels in terms of the style and extent of shear zone hosted mineralization can already be drawn with Mano River's KGL gold deposit (located approximately 350km south east) in western Liberia, where an initial gold resource of 610,000 ounces (indicated and inferred) at an average 4.8 grams per tonne (g/t) has been defined.
The most recent holder of a license in the vicinity of the AMS Ltd concession, Golden Leo Resources, identified several structural sites considered to have potential for hosting gold mineralization within the prospect. Air photo interpretation on a more detailed scale was utilized to define target zones more precisely. Preliminary reconnaissance geological and structural traversing located mineralized amphibolites and previously unreported artisanal gold workings.
GEOLOGICAL SETTING
The prospect previously held by Golden Leo which adjoins the AMS concession to the south lies in the southern part of the Sula Mountain Greenstone Belt, within a complex sequence of folded and sheared metasediments and metavolcanics with granitic intrusions both between folded greenstone units immediately north of the Pampana River, and in an anticline exposed within the river.
About 0.5 to 1.5 kilometers northeast of the prospect, a series of vertically-dipping ultramafic volcanic and metasediments contain pyritic bands with low gold values. Quartz stringers with pyrite, chalcopyrite and gold occur,
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and chalcopyrite-bearing quartz float with up to 20 g/t Au was found in the area. Approximately one kilometer farther east, the Yirisen zone comprises an anatomizing zone of aplitic sericitic quartz lodes in talc sericite schist with associated fuchsite. Seven veins range from 0.5 to 5.28 metres in width and carry arsenopyrite, chalcopyrite, galena, sphalerite, antimony minerals and pyrite, together with gold values averaging 18 g/t Au. The zone was traced for 400 metres, and the Survey estimated a resource potential of 1,000 oz Au per 1 metre depth.
The Pampana River drains large areas of known gold occurrences hosted in Archean greenstone belts. The Pampana North region is believed to contain significant reserves of high value gold and other precious metals. The region also features high quality alluvial gravels and hard rock quartz vein systems, situated near Sierra Leone's largest known hard rock vein deposit.
The northeastern section of the property spans 1,200 feet and is situated nine kilometers from the prolific Yirisen Gold deposit. Past sampling and ongoing assaying results have indicated the presence of lode gold reserves.
DEPOSIT TYPE
Hard rock gold mineralization was first noted at Yirisen by the Geological Survey of Sierra Leone in 1958 as part of a programme of mapping and sampling of the country's major hard rock artisanal gold mines. The Survey identified seven north easterly trending sub-vertical lodes of gold mineralised quartz veining, averaging 150m in length. Sampling by the Survey returned numerous gold intersections in trenches. Yirisen is one of the most advanced gold projects in Sierra Leone, historic work returning a best trench intersect of 6.4m@23g/t Au. The Yirisen gold system, as defined by a combination of mapped sites of in situ mineralization, artisanal workings and soil geochemical anomalies, trends north-northeast with a current inferred strike length of 3.75 km, open in both directions. Independent consultants ACA Howe International Ltd reported from a recent visit to Yirisen that several bands of high-grade gold mineralization occur over a total width of up to 200m. Artisanal workings, extending to depths of up to 5m, confirm that gold is not solely restricted to the high-grade veins and that within both the oxide and sulphide zones, is partially free milling. Reports indicate recoverable alluvial gold on the Pampana North section (40.1sq/km) at over 500,000 oz., with average grades of 0.12 ounces per tonne qualifying as superior grade deposits as defined by the US Bureau of Mines. AMS Ltd was granted a boundary modification by the Sierra Leone Mines Ministry to include an adjacent 100 square kilometres.
Much of the historic trench and channel sampling was selective in nature, with disseminated mineralization between high grade zones of veining and sulphides appearing to have not been adequately tested, despite reports by local miners that gold is won from this material. An aggressive drilling programme must be designed to thoroughly test the mineralization and permit the estimation of a preliminary resource.
MINERALIZATION
The Pampana River drains large areas of known gold occurrences hosted in Archean greenstone belts. The Pampana North region contains significant reserves of high value gold and other precious metals. The region also features high quality alluvial gravels and hard rock quartz vein systems. The northeastern section of the property spans 1,200 feet and is nine kilometres from the Yirisen Gold deposit. Past sampling and ongoing assaying results have indicated the presence of lode gold reserves.
A compilation of field mapping, Landsat and air photo interpretation to assist the prioritization of targets indicated by the initial regional geochemical results was also conducted. It is concluded from this that the area has potential for primary gold in veins and iron formation, volcanic-associated base metal mineralization, nickel laterite, and granite-hosted molybdenum mineralization. Gold targets exist within an extensive zone of imbricated tectonic rock slices at the intersection of four crustal scale shear zones. Historically the Pampana River and its tributaries supported some of the richest alluvial gold workings in the Sula Mountains. Structural features known to host gold and base metal mineralization are exposed within the Pampana EPLs including that for AMS Ltd. Gold is considered to be derived from sericitic quartz vein lodes and tourmaline bearing pegmatites, the host rock being predominantly sheared ultramafic rocks, now serpentinized and talc-tremolite schists. In many other schist belt gold deposits in West Africa, for instance at Mano's KGL and Weaju projects in Liberia, the host rock is also a strongly sheared, mylonitised and therefore silicified talc-tremolite schist.
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ADJACENT PROPERTIES
In the Pampana Area, several licenses surround the Company's concession. Immediately to the north is the Calone Mining Company concession which is exploring for lode gold in its area. The area was held by Golden Leo Resources previous to the current holder.
METALLURGICAL TESTING
During prospecting undertaken by AMS in 2009, samples collected from five sites along the Pampana River were sent for analysis at the ALS Chemex Laboratory in the USA. Assays of these heavy mineral concentrates including black sand proved quantities of rare earth metals and other valuable minerals such as Tantalum, Thallium, Zirconium, etc. in grades that could be considered commercially exploitable. Documented information and history on the hard rock areas within and immediately north of the AM&S Pampana prospect provide the opportunity for the Company to pursue an aggressive exploration program parallel with the planned gold and mineral sands production.
OTHER RELEVANT DATA AND INFORMATION
Development of the prospect area can occur in two phases: phase one will define both alluvial and lode reserves for mining; phase 2 will be its reserve development and commercial mining program. Testing and existing data indicate gold concentrations ranging from 1 to 18 grams per tonne of material. Fire assays conducted in Freetown by AMS show the gold purity at 89%. Assays of black sand concentrates by AMS in 2009 proved quantities of rare earth metals and other valuable minerals in commercially exploitable grades. Of particular interest are the values of the ten of the lanthanide elements, as well as thorium, tantalum, yttrium, zirconium and chromium. These sands are consistent and verified in the river channel and along the banks and benches. AMS geologists estimate 50kg/tonne rich black sands easily recoverable by dredging and land-based mining, suggesting the likelihood of highly profitable and immediate placer mining. Inspection of artisanal mining and prospecting sites within the license area show black sands throughout the claim.
COMPETITION
We are a mineral resource exploration company. We compete with other mineral resource exploration companies for financing and for the acquisition of new mineral properties. Many of the mineral resource exploration companies with whom we compete have greater financial and technical resources than those available to us. Accordingly, these competitors may be able to spend greater amounts on acquisitions of mineral properties of merit, on exploration of their mineral properties and on development of their mineral properties. In addition, they may be able to afford more geological expertise in the targeting and exploration of mineral properties. This competition could result in competitors having mineral properties of greater quality and interest to prospective investors who may finance additional exploration. This competition could adversely impact on our ability to finance further exploration and to achieve the financing necessary for us to develop our mineral properties.
COMPLIANCE WITH GOVERNMENT REGULATION
We are committed to complying with and are, to our knowledge, in compliance with, all governmental and environmental regulations applicable to our company and our properties. Permits from a variety of regulatory authorities are required for many aspects of mine operation and reclamation. We cannot predict the extent to which these requirements will affect our company or our properties if we identify the existence of minerals in commercially exploitable quantities. In addition, future legislation and regulation could cause additional expense, capital expenditure, restrictions and delays in the exploration of our properties.
RESEARCH AND DEVELOPMENT EXPENDITURES
We have not incurred research and development expenditures over the last fiscal year.
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EMPLOYEES
Currently, we do not have any employees. Our directors and certain contracted individuals play an important role in the running of our company. We do not expect any material changes in the number of employees over the next 12 month period. We do and will continue to outsource contract employment as needed.
We engage contractors from time to time to consult with us on specific corporate affairs or to perform specific tasks in connection with our exploration programs.
SUBSIDIARIES
As of December 31, 2010 we have two wholly owned subsidiaries, Allied Mining and Supply LLC, a Nevada limited liability company, and Mikite Gold Resources Limited, a Ghanaian company. The Mikite Gold Resources Ltd is a company which was created to hold the Nyinahin concession in Ghana and has no other assets or operations.
Our operations in relation to our Pampana River Concession in Sierra Leone are conducted through Allied Mining and Supply LLC and its wholly owned subsidiary Allied Mining and Supply Ltd., a Sierra Leone company.
The financial statement included in this report represent the consolidated results of Sunergy, Inc., the Ghana concession, Allied Mining and Supply LLC and Allied Mining and Supply Ltd. All material inter-company accounts and transactions have been eliminated.
INTELLECTUAL PROPERTY
We do not own, either legally or beneficially, any patent or trademark.
ITEM 1A. RISK FACTORS
Our business operations are subject to a number of risks and uncertainties, including, but not limited to those set forth below:
RISKS ASSOCIATED WITH MINING
OUR PROPERTIES ARE IN THE PRE-EXPLORATION STAGE. THERE IS NO ASSURANCE THAT WE CAN ESTABLISH THE EXISTENCE OF ANY MINERAL RESOURCE ON OUR PROPERTIES IN COMMERCIALLY EXPLOITABLE QUANTITIES. UNTIL WE CAN DO SO, WE CANNOT EARN ANY REVENUES FROM OPERATIONS AND IF WE DO NOT DO SO WE WILL LOSE ALL OF THE FUNDS THAT WE EXPEND ON EXPLORATION. IF WE DO NOT DISCOVER ANY MINERAL RESOURCE IN A COMMERCIALLY EXPLOITABLE QUANTITY, OUR BUSINESS COULD FAIL.
Despite pre-exploration work on our mineral properties, we have not established that they contain any mineral reserve, and there can be no assurance that we will be able to do so. If we do not, our business could fail.
A mineral reserve is defined by the Securities and Exchange Commission in its Industry Guide 7 (which can be viewed over the Internet at http://www.sec.gov/divisions/corpfin/forms/industry.htm#secguide7) as that part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination. The probability of an individual prospect ever having a "reserve" that meets the requirements of the Securities and Exchange Commission's Industry Guide 7 is extremely remote; in all probability our mineral resource property does not contain any 'reserve' and any funds that we spend on exploration will probably be lost.
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