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News Article | December 9, 2016
Site: motherboard.vice.com

Before leaving office, President Obama has been busy tidying up the White House. Over the last month or so, the president issued a slew of executive orders, seemingly aimed at slowing Donald Trump's plan to bulldoze the current president's achievements. With regard to climate change and the environment, President Obama has been especially ambitious. Today, he signed an executive order to protect part of Alaska's Arctic known as the Northern Bering Sea. According to the National Oceanic and Atmospheric Administration, the Northern Bering Sea is one of the world's major fisheries, yet is an epicenter for the effects of global warming, where temperatures have uncharacteristically fluctuated over the last several decades. Relatively recently, retreating ice (partly due to rising ocean temperatures) has negatively impacted a number of species by disrupting entire ecosystems and foodchains, ranging from clams to walruses to humans. The action will enforce an existing agreement that gives Alaska Native tribes a voice in deciding how Alaska's federal lands are used. It will also designate a climate resilience area in a 112,300-square-mile portion of the Northern Bering Sea, and halt oil leases in two offshore regions—totalling 40,300 square miles—that are valuable to wildlife and indigenous communities. The climate resilience area charges agencies with with overseeing activities "with attention to the rights, needs, and knowledge of Alaska Native tribes; the delicate and unique ecosystem; the protection of marine mammals, fish, seabirds, and other wildlife; and with appropriate coordination with the State of Alaska." Each of these regulations will be managed by a taskforce co-chaired by the Department of the Interior, NOAA, and the US Coast Guard. For President Obama, the Arctic has been an obvious passion point. In November, he signed a five year energy plan, issued by the Department of the Interior, that would halt oil exploration in Alaska's Chukchi and Beaufort Seas, threatening to bring drilling to a standstill in the region. He's also attempted, unsuccessfully, to designate the Arctic National Wildlife Refuge as wilderness, which would give the refuge the highest level of federal protection. The new executive order "closely mirrors requests brought to the White House this year by the Association of Village Council Presidents, Kawerak Inc. and the Bering Sea Elders Group," wrote Alaska Dispatch News. In 2015, Obama became the first sitting US president to visit the Arctic, touring Inupiat communities to hear their concerns about global warming's impact on their livelihood. Since President-elect Trump made it clear he intends to undo "job-killing" environmental rules, many suspect that President Obama is using his executive authority to gridlock Congress during future climate change-related decisions. This week, Trump appointed Oklahoma Attorney General Scott Pruitt to head the Environmental Protection Agency, and just announced Cathy McMorris, chair of the House Republican Conference, as Secretary of the Interior. Both are staunch oil and gas supporters who have opposed environmental regulations, and will undoubtedly do Trump's bidding when it comes to tearing down policies that threaten fossil fuel interests. It's impossible to know how the Trump Administration will attack President Obama's climate change rules, but Trump will certainly have the ability to revoke existing executive orders—that's the downside to any president exercising this power. Many have speculated that it won't be easy for Trump to undo these initiatives, though. At the very least, Obama's final climate change decisions signal to environmentalists where to focus their attention during the next four years. Get six of our favorite Motherboard stories every day by signing up for our newsletter.


AIDEA and Graphite One to Explore Opportunities to Collaborate on Facilities Siting, Funding Options, Economic Impacts, Community Engagement, and Project Permitting VANCOUVER, BRITISH COLUMBIA--(Marketwired - Feb. 16, 2017) - Graphite One Resources Inc. (TSX VENTURE:GPH)(OTCQX:GPHOF) ("Graphite One", "GPH" or the "Company") announces that it has entered into a Memorandum of Understanding ("MOU") with the Alaska Industrial Development and Export Authority ("AIDEA") to explore opportunities to collaborate on the development of Graphite One's proposed vertically integrated project to mine, process and manufacture high grade coated spherical graphite primarily for lithium-ion electric vehicle batteries (the "Graphite One Project" or the "Project"). "Following the recent release of our Preliminary Economic Assessment(1), this MOU with AIDEA marks an important step in progressing our studies on the development of our Graphite One Project," said Anthony Huston, Chief Executive Officer of Graphite One. "It serves as a strong signal of Alaska's commitment to responsible development of the State's natural resources. Graphite One pledges to be a responsible partner in this potential development." "The completion of the MOU with Graphite One aligns with our mandate to promote economic growth and diversification in Alaska," said John Springsteen, Executive Director of AIDEA. "With the Preliminary Economic Assessment now available, we look forward to working with the Graphite One team to advance all aspects of the project's review." The MOU acknowledges that Graphite One has commenced preliminary discussions with State of Alaska officials from the Department of Commerce, Community and Economic Development (DCCED), AIDEA and the Alaska Department of Natural Resources (DNR) to begin evaluating potential sites, within Alaska but away from the Graphite Creek property, at which facilities might be developed for further processing of Graphite Creek graphite. Criteria relevant to deciding on the location of such facilities in Alaska include power cost and supply, availability of industrial zoned land, proximity to tidewater and port facilities, and infrastructure that allows easy access for the workforce. AIDEA has provided Graphite One a list of potential sites in Alaska to evaluate whether they might satisfy some or all of the relevant criteria. In summary, the MOU covers the following aspects of the Project: AIDEA's purpose is to promote, develop, and advance the general prosperity and economic welfare of the people of Alaska. One of the ways AIDEA fulfills this purpose is by supporting development of natural resources in Alaska. AIDEA has the statutory authority to finance, develop and own and operate facilities and improvements, including roads intended for use in connection with the extraction, production, and transportation of minerals and materials. ABOUT GRAPHITE ONE RESOURCES INC. GRAPHITE ONE RESOURCES INC. (TSX VENTURE:GPH)(OTCQX:GPHOF) continues to develop its Graphite One Project (the "Project"), whereby the Company could potentially become the dominant American producer of high grade Coated Spherical Graphite ("CSG") that is integrated with a domestic graphite resource. The Project is proposed as a vertically integrated enterprise to mine, process and manufacture high grade CSG primarily for the lithium-ion electric vehicle battery market. As set forth in the Preliminary Economic Assessment, potential graphite mineralization mined from the Company's Graphite Creek Property, is expected to be processed into concentrate at a graphite processing plant. The proposed processing plant would be located on the Graphite Creek Property situated on the Seward Peninsula about 60 kilometers north of Nome, Alaska. CSG and other value-added graphite products, would likely be manufactured from the concentrate at the Company's proposed graphite product manufacturing facility, the location of which is the subject of further study and analysis. The Company intends to make a production decision on the Project once a feasibility study is completed. ON BEHALF OF THE BOARD OF DIRECTORS For more information on Graphite One Resources Inc. please visit the Company's website, www.GraphiteOneResources.com. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. This release includes certain statements that are deemed to be forward-looking statements. All statements in this release, other than statements that are clearly historical in nature, are forward-looking statements. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "proposes", "expects", or "is expected", "scheduled", "estimates", "projects", "intends", "assumes", "believes", "indicates" or variations of such words and phrases that state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking information in this release includes, but is not limited to, statements regarding the stage and progress of development of the Graphite Creek Project including the ability to create jobs and economic development, project permitting process, ability to finance, the potential to be the dominant American producer of CSG, changes in project parameters as plans continue to be refined, the actual ability to produce spherical graphite, ultimate further and final results of additional test-work, estimated capital and sustaining costs and the availability of equipment, labour and resources required, the anticipated applications of graphite in high-tech, clean tech, energy storage and national security applications and all other anticipated applications, international demand and ability to transport and enter into such markets, are all forward-looking statements. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include: (i) volatile stock price, (ii) the results of the product development test work may not be indicative of the advancement of the project as anticipated, or at all, (iii) market prices, (iv) exploitation and exploration successes, (v) continuity of mineralization, (vi) uncertainties related to the ability to obtain necessary permits, licenses and title and delays due to third party opposition, (vii) changes in government policies regarding mining and natural resource exploration and exploitation, (viii) competition faced in securing experienced personnel, access to adequate infrastructure to support mining, processing, development and exploration activities and continued availability of capital and financing, and (ix) general economic, market or business conditions. Readers are cautioned not to place undue reliance on this forward-looking information, which is given as of the date it is expressed in this press release, and the Company undertakes no obligation to update publicly or revise any forward-looking information, except as required by applicable securities laws. For more information on the Company, investors should review the Company's continuous disclosure filings that are available at www.sedar.com. (1) Press releases of Graphite One dated January 25, 2017 and January 30, 2017.


News Article | February 15, 2017
Site: www.accesswire.com

VANCOUVER, BC / ACCESSWIRE / February 15, 2017 / Miranda Gold Corp. ("Miranda") (TSX-V: MAD) is pleased to announce that its joint venture partner Gold Torrent, Inc, ("GTI") (OTCQB: GTOR) has secured financing to put the Lucky Shot Project near Anchorage, Alaska into production. GTI is forecasting a December 2018 startup date. The financing secured by GTI is comprised of a convertible preferred note and investment agreement with CRH Mezzanine Pte, Ltd, a Singapore private limited company and CRH Funding II Pte, Ltd, a Singapore private limited company - consisting of a US$2,000,000 convertible preferred note ("Preferred Note") and a US$11,250,000 gold and silver prepayment agreement ("Prepayment Agreement"). Concurrent with the closing and funding of the Preferred Note, Miranda and GTI have executed a joint venture operating agreement and formed Alaska Gold Torrent, LLC ("AGT LLC"), an Alaska limited liability company, under which Miranda owns a 30% undivided interest in the Lucky Shot Project. Miranda is entitled to 10% of the AGT LLC after-tax cash flow until US$10m is paid to GTI; then 20% of the after-tax cash flow until the remainder of GTI's investment in AGT LLC, in excess of US$10m is paid; and 30% thereafter. In addition, Miranda has an installment payment option to purchase a 3.3% NSR on Lucky Shot production from a third party. The delivery of refined gold and silver and the repayments under the Prepayment Agreement shall be borne entirely from GTI's calculated after-tax cash flow, its cash allocations, and other cash distributions. Miranda shall be entitled to receive its allocations of calculated after-tax cash flows and resulting cash distributions using calculations based on the after-tax cash flow distributions that would have occurred on an "all equity" basis - showing cash distributions and allocations assuming the Prepayment Agreement had not occurred. Miranda production cash flow proceeds are not burdened by servicing the Prepayment Agreement in any way. Miranda CEO Joseph Hebert comments, "With the financing and forecast start-up of the Lucky Shot Project, Miranda will now advance its strategy of securing near-term cash flow to support its core business of exploration for world-class discovery in Colombia and elsewhere. The Lucky Shot Mine will put Miranda in a unique class of primary explorers with cash flow, while still adhering to its Joint Venture business model as a Prospect Generator." Further, Mr. Hebert notes, "Miranda is fortunate to have an experienced team at Gold Torrent, as operator for the Lucky Shot Mine." In March 2016, effective February 1, 2016, an updated NI43-101 Mineral Resource Estimate was completed on the Lucky Shot Project by Hard Rock Consulting, LLC ("HRC") resulting in 121,500 ounces of gold contained in 206,500 tonnes grading an average of 18.3 g Au/t classified as measured and indicated mineral resources. An additional 35,150 ounces of gold contained in 59,000 tonnes grading an average of 18.5 g Au/t are classified as inferred mineral resources, all based on a 5.0 g Au/t cutoff. Combined measured, indicated, and inferred ounces total 156,650 ounces of gold at 18.3 g Au/t. In July 2016, HRC completed an NI43-101 Preliminary Feasibility Study (the "PFS") on the Lucky Shot Project. The PFS includes a mine plan and cost estimate with annual gold production of approximately 25,000 ounces of gold per year (after pre-production and build-up) at an underground mining rate of 200 tonnes per day. The mine plan includes a total of 87,612 ounces of gold contained in 174,500 tonnes at a grade of 15.6 g Au/t in the proven and probable reserve categories. Historic milling achieved 89% gold recovery with gravity processing alone, and recent metallurgical work related to the PFS shows gravity-only milling sufficient for acceptable gold recoveries - resulting in non-toxic tailings. The all-in sustaining cash cost (AISC), from the PFS is US$675 per ounce. At the Lucky Shot Project, gold is found in low-sulfide mesothermal quartz veins within an east-west, shallow, north-dipping, shear zone. The Willow Creek project, formally held by Miranda, is now assigned to AGT LLC under an 80-year lease from Alaska Hardrock Inc, of which 77 years are remaining. The project lies approximately 166 km north of Anchorage by road. The project area is east of the town of Willow and can be accessed by well-maintained gravel roads. It covers the majority of the historical Willow Creek mining district and contains 43 patented lode mining claims and 58 State of Alaska lode mining claims for a total of approximately 10,000 acres (4,000 hectares). Numerous historical mines occur on the property including the Lucky Shot, Coleman, War Baby, Nippon, and Gold Bullion Mines. Gold is commonly coarse, mainly free, and associated with - but rarely occluded in - telluride and minor sulfide. Historical production records for the Willow District indicate that, between 1918 and 1942, more than 500,000 ounces of gold were produced from the project area at an average grade of 37.5 g Au/t. Historical records, geologic evidence, and recent drilling indicate that deep-seated mesothermal quartz veins plunge at about 30 degrees to depth - with continuation of mineralization to at least the mines deepest points. An exploration drift below the level of historic mining cuts the vein and indicates open extensions of mineralization to depth. Exploration drilling by previous operators also shows significant mineralization below mine levels and adjacent to mined areas along strike. Surface assessment work conducted by Miranda in 2014, suggests the vein system at the Lucky Shot Project may extend over 2.5km to the southeast - where historic production of 77,000 ounces was attained on the project from the Bullion Mountain Mine. The highlight of the Miranda sample program was the discovery of three quartz vein sub-crops that assayed 50.74 g/t Au, 17.05 g/t Au, and 18.15 g/t Au. Data disclosed in this press release, has been reviewed and verified by Miranda's Chief Executive Officer, Joseph Hebert, C.P.G., and B.Sc. Geology, a Qualified Person as defined by National Instrument 43-101. Miranda is a gold Prospect Generator active in Alaska and Colombia, whose emphasis is on acquiring gold exploration projects with world-class discovery potential. Miranda performs its own grass roots exploration and then employs a joint venture business model on its projects to maximize our exposure to discovery and minimize financial risk associated with exploration. Miranda has ongoing relationships with Gold Torrent, Inc., and Montezuma Mines Inc. ON BEHALF OF THE BOARDS OF DIRECTORS Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. U.S. investors are cautioned that mineral deposits on adjacent properties are not indicative of mineral deposits on our properties. We advise U.S. investors that the SEC's mining guidelines strictly prohibit information of this type in documents filed with the SEC. This news release contains forward-looking statements that are based on the Company's current expectations and estimates. Forward-looking statements are frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate", "suggest", "indicate" and other similar words or statements that certain events or conditions "may" or "will" occur. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause actual events or results to differ materially from estimated or anticipated events or results implied or expressed in such forward-looking statements. Such factors include, among others: the actual results of current exploration activities; conclusions of economic evaluations; changes in project parameters as plans to continue to be refined; possible variations in ore grade or recovery rates; accidents, labor disputes and other risks of the mining industry; delays in obtaining governmental approvals or financing; and fluctuations in metal prices. There may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise. Forward-looking statements are not guarantees of future performance and accordingly undue reliance should not be put on such statements due to the inherent uncertainty therein.


News Article | February 15, 2017
Site: marketersmedia.com

VANCOUVER, BC / ACCESSWIRE / February 15, 2017 / Miranda Gold Corp. ("Miranda") (TSX-V: MAD) is pleased to announce that its joint venture partner Gold Torrent, Inc, ("GTI") (OTCQB: GTOR) has secured financing to put the Lucky Shot Project near Anchorage, Alaska into production. GTI is forecasting a December 2018 startup date. The financing secured by GTI is comprised of a convertible preferred note and investment agreement with CRH Mezzanine Pte, Ltd, a Singapore private limited company and CRH Funding II Pte, Ltd, a Singapore private limited company - consisting of a US$2,000,000 convertible preferred note ("Preferred Note") and a US$11,250,000 gold and silver prepayment agreement ("Prepayment Agreement"). Concurrent with the closing and funding of the Preferred Note, Miranda and GTI have executed a joint venture operating agreement and formed Alaska Gold Torrent, LLC ("AGT LLC"), an Alaska limited liability company, under which Miranda owns a 30% undivided interest in the Lucky Shot Project. Miranda is entitled to 10% of the AGT LLC after-tax cash flow until US$10m is paid to GTI; then 20% of the after-tax cash flow until the remainder of GTI's investment in AGT LLC, in excess of US$10m is paid; and 30% thereafter. In addition, Miranda has an installment payment option to purchase a 3.3% NSR on Lucky Shot production from a third party. The delivery of refined gold and silver and the repayments under the Prepayment Agreement shall be borne entirely from GTI's calculated after-tax cash flow, its cash allocations, and other cash distributions. Miranda shall be entitled to receive its allocations of calculated after-tax cash flows and resulting cash distributions using calculations based on the after-tax cash flow distributions that would have occurred on an "all equity" basis - showing cash distributions and allocations assuming the Prepayment Agreement had not occurred. Miranda production cash flow proceeds are not burdened by servicing the Prepayment Agreement in any way. Miranda CEO Joseph Hebert comments, "With the financing and forecast start-up of the Lucky Shot Project, Miranda will now advance its strategy of securing near-term cash flow to support its core business of exploration for world-class discovery in Colombia and elsewhere. The Lucky Shot Mine will put Miranda in a unique class of primary explorers with cash flow, while still adhering to its Joint Venture business model as a Prospect Generator." Further, Mr. Hebert notes, "Miranda is fortunate to have an experienced team at Gold Torrent, as operator for the Lucky Shot Mine." In March 2016, effective February 1, 2016, an updated NI43-101 Mineral Resource Estimate was completed on the Lucky Shot Project by Hard Rock Consulting, LLC ("HRC") resulting in 121,500 ounces of gold contained in 206,500 tonnes grading an average of 18.3 g Au/t classified as measured and indicated mineral resources. An additional 35,150 ounces of gold contained in 59,000 tonnes grading an average of 18.5 g Au/t are classified as inferred mineral resources, all based on a 5.0 g Au/t cutoff. Combined measured, indicated, and inferred ounces total 156,650 ounces of gold at 18.3 g Au/t. In July 2016, HRC completed an NI43-101 Preliminary Feasibility Study (the "PFS") on the Lucky Shot Project. The PFS includes a mine plan and cost estimate with annual gold production of approximately 25,000 ounces of gold per year (after pre-production and build-up) at an underground mining rate of 200 tonnes per day. The mine plan includes a total of 87,612 ounces of gold contained in 174,500 tonnes at a grade of 15.6 g Au/t in the proven and probable reserve categories. Historic milling achieved 89% gold recovery with gravity processing alone, and recent metallurgical work related to the PFS shows gravity-only milling sufficient for acceptable gold recoveries - resulting in non-toxic tailings. The all-in sustaining cash cost (AISC), from the PFS is US$675 per ounce. At the Lucky Shot Project, gold is found in low-sulfide mesothermal quartz veins within an east-west, shallow, north-dipping, shear zone. The Willow Creek project, formally held by Miranda, is now assigned to AGT LLC under an 80-year lease from Alaska Hardrock Inc, of which 77 years are remaining. The project lies approximately 166 km north of Anchorage by road. The project area is east of the town of Willow and can be accessed by well-maintained gravel roads. It covers the majority of the historical Willow Creek mining district and contains 43 patented lode mining claims and 58 State of Alaska lode mining claims for a total of approximately 10,000 acres (4,000 hectares). Numerous historical mines occur on the property including the Lucky Shot, Coleman, War Baby, Nippon, and Gold Bullion Mines. Gold is commonly coarse, mainly free, and associated with - but rarely occluded in - telluride and minor sulfide. Historical production records for the Willow District indicate that, between 1918 and 1942, more than 500,000 ounces of gold were produced from the project area at an average grade of 37.5 g Au/t. Historical records, geologic evidence, and recent drilling indicate that deep-seated mesothermal quartz veins plunge at about 30 degrees to depth - with continuation of mineralization to at least the mines deepest points. An exploration drift below the level of historic mining cuts the vein and indicates open extensions of mineralization to depth. Exploration drilling by previous operators also shows significant mineralization below mine levels and adjacent to mined areas along strike. Surface assessment work conducted by Miranda in 2014, suggests the vein system at the Lucky Shot Project may extend over 2.5km to the southeast - where historic production of 77,000 ounces was attained on the project from the Bullion Mountain Mine. The highlight of the Miranda sample program was the discovery of three quartz vein sub-crops that assayed 50.74 g/t Au, 17.05 g/t Au, and 18.15 g/t Au. Data disclosed in this press release, has been reviewed and verified by Miranda's Chief Executive Officer, Joseph Hebert, C.P.G., and B.Sc. Geology, a Qualified Person as defined by National Instrument 43-101. Miranda is a gold Prospect Generator active in Alaska and Colombia, whose emphasis is on acquiring gold exploration projects with world-class discovery potential. Miranda performs its own grass roots exploration and then employs a joint venture business model on its projects to maximize our exposure to discovery and minimize financial risk associated with exploration. Miranda has ongoing relationships with Gold Torrent, Inc., and Montezuma Mines Inc. ON BEHALF OF THE BOARDS OF DIRECTORS Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. U.S. investors are cautioned that mineral deposits on adjacent properties are not indicative of mineral deposits on our properties. We advise U.S. investors that the SEC's mining guidelines strictly prohibit information of this type in documents filed with the SEC. This news release contains forward-looking statements that are based on the Company's current expectations and estimates. Forward-looking statements are frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate", "suggest", "indicate" and other similar words or statements that certain events or conditions "may" or "will" occur. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause actual events or results to differ materially from estimated or anticipated events or results implied or expressed in such forward-looking statements. Such factors include, among others: the actual results of current exploration activities; conclusions of economic evaluations; changes in project parameters as plans to continue to be refined; possible variations in ore grade or recovery rates; accidents, labor disputes and other risks of the mining industry; delays in obtaining governmental approvals or financing; and fluctuations in metal prices. There may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise. Forward-looking statements are not guarantees of future performance and accordingly undue reliance should not be put on such statements due to the inherent uncertainty therein. VANCOUVER, BC / ACCESSWIRE / February 15, 2017 / Miranda Gold Corp. ("Miranda") (TSX-V: MAD) is pleased to announce that its joint venture partner Gold Torrent, Inc, ("GTI") (OTCQB: GTOR) has secured financing to put the Lucky Shot Project near Anchorage, Alaska into production. GTI is forecasting a December 2018 startup date. The financing secured by GTI is comprised of a convertible preferred note and investment agreement with CRH Mezzanine Pte, Ltd, a Singapore private limited company and CRH Funding II Pte, Ltd, a Singapore private limited company - consisting of a US$2,000,000 convertible preferred note ("Preferred Note") and a US$11,250,000 gold and silver prepayment agreement ("Prepayment Agreement"). Concurrent with the closing and funding of the Preferred Note, Miranda and GTI have executed a joint venture operating agreement and formed Alaska Gold Torrent, LLC ("AGT LLC"), an Alaska limited liability company, under which Miranda owns a 30% undivided interest in the Lucky Shot Project. Miranda is entitled to 10% of the AGT LLC after-tax cash flow until US$10m is paid to GTI; then 20% of the after-tax cash flow until the remainder of GTI's investment in AGT LLC, in excess of US$10m is paid; and 30% thereafter. In addition, Miranda has an installment payment option to purchase a 3.3% NSR on Lucky Shot production from a third party. The delivery of refined gold and silver and the repayments under the Prepayment Agreement shall be borne entirely from GTI's calculated after-tax cash flow, its cash allocations, and other cash distributions. Miranda shall be entitled to receive its allocations of calculated after-tax cash flows and resulting cash distributions using calculations based on the after-tax cash flow distributions that would have occurred on an "all equity" basis - showing cash distributions and allocations assuming the Prepayment Agreement had not occurred. Miranda production cash flow proceeds are not burdened by servicing the Prepayment Agreement in any way. Miranda CEO Joseph Hebert comments, "With the financing and forecast start-up of the Lucky Shot Project, Miranda will now advance its strategy of securing near-term cash flow to support its core business of exploration for world-class discovery in Colombia and elsewhere. The Lucky Shot Mine will put Miranda in a unique class of primary explorers with cash flow, while still adhering to its Joint Venture business model as a Prospect Generator." Further, Mr. Hebert notes, "Miranda is fortunate to have an experienced team at Gold Torrent, as operator for the Lucky Shot Mine." In March 2016, effective February 1, 2016, an updated NI43-101 Mineral Resource Estimate was completed on the Lucky Shot Project by Hard Rock Consulting, LLC ("HRC") resulting in 121,500 ounces of gold contained in 206,500 tonnes grading an average of 18.3 g Au/t classified as measured and indicated mineral resources. An additional 35,150 ounces of gold contained in 59,000 tonnes grading an average of 18.5 g Au/t are classified as inferred mineral resources, all based on a 5.0 g Au/t cutoff. Combined measured, indicated, and inferred ounces total 156,650 ounces of gold at 18.3 g Au/t. In July 2016, HRC completed an NI43-101 Preliminary Feasibility Study (the "PFS") on the Lucky Shot Project. The PFS includes a mine plan and cost estimate with annual gold production of approximately 25,000 ounces of gold per year (after pre-production and build-up) at an underground mining rate of 200 tonnes per day. The mine plan includes a total of 87,612 ounces of gold contained in 174,500 tonnes at a grade of 15.6 g Au/t in the proven and probable reserve categories. Historic milling achieved 89% gold recovery with gravity processing alone, and recent metallurgical work related to the PFS shows gravity-only milling sufficient for acceptable gold recoveries - resulting in non-toxic tailings. The all-in sustaining cash cost (AISC), from the PFS is US$675 per ounce. At the Lucky Shot Project, gold is found in low-sulfide mesothermal quartz veins within an east-west, shallow, north-dipping, shear zone. The Willow Creek project, formally held by Miranda, is now assigned to AGT LLC under an 80-year lease from Alaska Hardrock Inc, of which 77 years are remaining. The project lies approximately 166 km north of Anchorage by road. The project area is east of the town of Willow and can be accessed by well-maintained gravel roads. It covers the majority of the historical Willow Creek mining district and contains 43 patented lode mining claims and 58 State of Alaska lode mining claims for a total of approximately 10,000 acres (4,000 hectares). Numerous historical mines occur on the property including the Lucky Shot, Coleman, War Baby, Nippon, and Gold Bullion Mines. Gold is commonly coarse, mainly free, and associated with - but rarely occluded in - telluride and minor sulfide. Historical production records for the Willow District indicate that, between 1918 and 1942, more than 500,000 ounces of gold were produced from the project area at an average grade of 37.5 g Au/t. Historical records, geologic evidence, and recent drilling indicate that deep-seated mesothermal quartz veins plunge at about 30 degrees to depth - with continuation of mineralization to at least the mines deepest points. An exploration drift below the level of historic mining cuts the vein and indicates open extensions of mineralization to depth. Exploration drilling by previous operators also shows significant mineralization below mine levels and adjacent to mined areas along strike. Surface assessment work conducted by Miranda in 2014, suggests the vein system at the Lucky Shot Project may extend over 2.5km to the southeast - where historic production of 77,000 ounces was attained on the project from the Bullion Mountain Mine. The highlight of the Miranda sample program was the discovery of three quartz vein sub-crops that assayed 50.74 g/t Au, 17.05 g/t Au, and 18.15 g/t Au. Data disclosed in this press release, has been reviewed and verified by Miranda's Chief Executive Officer, Joseph Hebert, C.P.G., and B.Sc. Geology, a Qualified Person as defined by National Instrument 43-101. Miranda is a gold Prospect Generator active in Alaska and Colombia, whose emphasis is on acquiring gold exploration projects with world-class discovery potential. Miranda performs its own grass roots exploration and then employs a joint venture business model on its projects to maximize our exposure to discovery and minimize financial risk associated with exploration. Miranda has ongoing relationships with Gold Torrent, Inc., and Montezuma Mines Inc. ON BEHALF OF THE BOARDS OF DIRECTORS Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. U.S. investors are cautioned that mineral deposits on adjacent properties are not indicative of mineral deposits on our properties. We advise U.S. investors that the SEC's mining guidelines strictly prohibit information of this type in documents filed with the SEC. This news release contains forward-looking statements that are based on the Company's current expectations and estimates. Forward-looking statements are frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate", "suggest", "indicate" and other similar words or statements that certain events or conditions "may" or "will" occur. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause actual events or results to differ materially from estimated or anticipated events or results implied or expressed in such forward-looking statements. Such factors include, among others: the actual results of current exploration activities; conclusions of economic evaluations; changes in project parameters as plans to continue to be refined; possible variations in ore grade or recovery rates; accidents, labor disputes and other risks of the mining industry; delays in obtaining governmental approvals or financing; and fluctuations in metal prices. There may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise. Forward-looking statements are not guarantees of future performance and accordingly undue reliance should not be put on such statements due to the inherent uncertainty therein.


News Article | October 8, 2016
Site: www.greencarcongress.com

« Prius Prime PHEV pricing to start at $27,100; on sale later this year | Main | Argonne releases 2016 version of GREET » Caelus Energy Alaska, LLC, a privately held independent exploration and production company, announced that its subsidiary, Caelus Energy Alaska Smith Bay LLC, has made a significant light oil discovery on its Smith Bay state leases on the North Slope of Alaska. Based on two wells drilled in early 2016, as well as 126 square miles of existing 3D seismic, Caelus estimates the oil in place under the current leasehold to be 6 billion barrels. Furthermore, the Smith Bay fan complex may contain upwards of 10 billion barrels of oil in place when the adjoining acreage is included. Due to the favorable fluids contained in the reservoir, Caelus expects to achieve recovery factors in the range of 30-40%. Additional drilling and seismic should improve estimates of oil in place via delineation of undrilled fan lobes and channel complexes imaged on the original 3D seismic. The Smith Bay development has the potential to provide 200,000 barrels per day of light, highly mobile oil, which would both increase Trans-Alaska Pipeline System (TAPS) throughput volumes and reduce the average viscosity of oil in the pipeline, extending its long term viability. This discovery could be really exciting for the State of Alaska. It has the size and scale to play a meaningful role in sustaining the Alaskan oil business over the next three or four decades. Fiscal stability going forward is critical for a project of this magnitude. Without the state tax credit programs, none of this would’ve happened, and I’m not sure Caelus would’ve come to explore in Alaska. We’re proof that the credit programs work. The two exploration wells, Caelus-Tulimaniq #1 (“CT-1”) and step-out Caelus-Tulimaniq #2 (“CT-2”), targeted a large Brookian submarine fan complex spanning more than 300 square miles. The fan was successfully drilled and logged in both wells, encountering an extension of the accumulation 5.25 miles northwest of the CT-1 discovery at the CT-2 location. Gross hydrocarbon columns in excess of 1,000 feet were encountered in each well; with CT-1 and CT-2 logging 183 and 223 feet of net pay, respectively. Neither well was flow tested due to seasonal time constraints, but extensive sidewall coring and subsequent lab analyses confirm the presence of reservoir-quality sandstones containing light oil ranging from 40-45 degree API gravity. Caelus is currently planning an appraisal, program which will include drilling an additional appraisal well and acquiring a new 3D seismic survey over outboard acreage. The appraisal program will enable Caelus to confirm reservoir continuity, optimize future drilling locations, and ultimately increase reserves. In parallel, Caelus is studying and planning the facilities’ build-out which will process and transport the oil to TAPS. Caelus Energy Alaska, LLC is operator of the Oooguruk Unit on Alaska’s North Slope, and also holds a large portfolio of exploration acreage across the ANS region. Caelus Energy Alaska Smith Bay is a 75% working interest owner in the State of Alaska oil leases at Smith Bay. Caelus indirectly owns 100% of the equity in Caelus Energy Alaska Smith Bay LLC, with Caelus Energy Alaska O3 LLC, a subsidiary of Caelus, indirectly owning 42% of the equity in Caelus Energy Smith Bay. Caelus’ partners in Smith Bay include NordAq Energy, Inc. (17.5% working interest) and L71 Resources, LLC (7.5% working interest).


News Article | November 3, 2016
Site: globenewswire.com

HOUSTON, Nov. 03, 2016 (GLOBE NEWSWIRE) -- SAExploration Holdings, Inc. (NASDAQ:SAEX) (“SAE” or the “Company”) today announced its consolidated financial results for the third quarter (“Q3”) and nine months ended September 30, 2016. Jeff Hastings, Chairman and Chief Executive Officer of SAE, commented, “While our third quarter results were challenged compared to our first half performance, we are encouraged with how SAE is positioned in this current market environment. Total revenues in the third quarter, excluding Alaska tax credit projects, increased to $32.7 million from $3.0 million in Q3 2015. Our execution in the field remains well above industry norms, and we continue to realize the positive impact of our previously implemented cost reduction initiatives. While we expect similar activity levels in the fourth quarter of 2016 to what we experienced in the fourth quarter of last year, we are optimistic that SAE has entered its trough and activity should begin to improve in 2017.” Mr. Hastings continued, “As illustrated by the growth in our bids outstanding, we are seeing more and more customers developing plans to return to work. We are encouraged by the numerous discussions we’re currently having, which cover diversified opportunities, including onshore and ocean-bottom marine bids, and near-term and multi-year projects. We expect to remain focused throughout the balance of the year and into the beginning of 2017 on converting these opportunities into signed contracts. Most encouraging, however, is our lack of dependence on current activity levels to support our business until our anticipated return to growth in 2017. While difficult to make, the recent decision to recapitalize and restructure the company has given SAE ample liquidity and financial flexibility to provide for our future longevity. With the restructuring behind us, our management team can now focus on ensuring we are optimally positioned to capture and convert the opportunities in front of us. During a very turbulent and volatile period in our industry, we have the ability to maintain a strategic and disciplined focus on the future growth of this company.” Mr. Hastings further commented, “In addition to now having access to the remaining $15 million of funding available under our senior term loan facility, we expect the cash flows generated by monetizing the Alaskan tax credit certificates to replace what otherwise would have been cash flow generated by operations in a stronger market. This is supported by our ability to quickly begin the monetization process shortly after receiving the $24.4 million of initial tax credit certificates, as evidenced by the $2.7 million in proceeds received during the third quarter, and the further $6.5 million in proceeds received in October 2016. As we continue to monetize these initial certificates during the fourth quarter, we look forward to receiving the remaining $60.5 million of tax credit certificates in 2017. Ultimately, we anticipate that the cash flow that can be generated with these tax credit certificates will surpass any level of operating cash flow we’ve produced in prior periods.” Mr. Hastings concluded, “While our hitting the bottom of the cycle may have been delayed somewhat compared to other oil and gas service companies, we are not immune from the sharp and sudden pullback in exploration activity. Our reliable and diversified backlog supported our operational strategy for the last six quarters, and allowed us to flex our strengths and produce strong financial performances, despite lower revenue over the periods. With a sustainable level of revenue generation, supported by a more robust backlog, we are confident in our ability to replicate those performances again once we emerge from our trough. I believe SAE has the correct formula for long-term growth and success. With ample liquidity, a de-levered balance sheet, significantly reduced cash interest expense, and a flexible, asset-light business model that requires minimal capital expenditures to generate revenue, I firmly believe the long-term future is bright for SAE and its stockholders.” Revenues decreased 43.1% to $33.0 million from $57.9 million in Q3 2015, primarily due to a significant decrease in activity in Alaska compared to the same period last year. In the third quarter of 2016, there were no active projects performed in Alaska, compared to multiple projects in the same period last year. However, total revenues excluding Alaska tax credit projects in the third quarter increased substantially to $32.7 million from a comparable figure of $3.0 million in Q3 2015, largely due to the completion of a major project in Bolivia and the progression of smaller projects in Colombia. During the same period in 2015, South America had minimal activity. Gross profit was $1.4 million, or 4.2% of revenues, compared to $13.8 million, or 23.7% of revenues, in Q3 2015. Gross profit for Q3 2016 and Q3 2015 included depreciation expense of $4.1 million and $4.5 million, respectively. Gross profit, excluding depreciation expense, or adjusted gross profit, for Q3 2016 was $5.5 million, or 16.7% of revenues, compared to $18.2 million, or 31.5% of revenues, in Q3 2015. The decrease in gross profit, both in amount and as a percentage of revenue, was largely attributable to the overall reduction in revenue for the period, compounded by fixed-rate depreciation expense on unutilized equipment. Additionally, the third quarter of 2016 included summer maintenance expenses in Alaska, which were not present in the same period last year, and a higher concentration of projects that exhibited customer pricing pressure in South America, compared to projects during Q3 2015 in North America that carried more favorable pricing terms. Selling, general and administrative (“SG&A”) expenses during the quarter were $6.9 million, or 21.0% of revenues, compared to $8.8 million, or 15.2% of revenues, in Q3 2015. The decrease in the amount of SG&A expenses was primarily due to headcount reductions and cost controls implemented in 2015 and additional measures undertaken in 2016. During Q3 2016 and Q3 2015, there were approximately $1.3 million and $1.0 million, respectively, of non-recurring or non-cash expenses included in SG&A. Loss before income taxes was $(16.3) million during the quarter, compared to income before income taxes of $0.2 million in Q3 2015. The decrease in income before income taxes was largely due to lower gross profit and much higher other expense. During Q3 2016, other expense included, among other items, approximately $2.9 million of costs incurred on debt restructuring and approximately $7.5 million of interest expense, of which, approximately $4.4 million was amortization of loan issuance costs. While the costs incurred on debt restructuring are attributable to the restructuring that closed on July 27, 2016, the $4.4 million of amortization of loan issuance costs is expected to continue to impact income before income taxes until the senior term loan facility is repaid in full or matures in January 2018. Net loss attributable to the Corporation for the quarter was $(17.4) million, or $(2.62) per diluted share, compared to $(0.1) million, or $(0.93) per diluted share, in Q3 2015. Net loss was impacted by a number of factors during Q3 2016, including: Adjusted EBITDA, which is defined and calculated below, was $(0.4) million during the quarter, or (1.1)% of revenues, compared to $10.5 million, or 18.1% of revenues, in Q3 2015. Capital expenditures for the quarter were $0.1 million, compared to $0.7 million in Q3 2015. The low level of capital expenditures in both periods was primarily due to the deteriorating conditions in the oil and gas industry, which presented limited to no growth opportunities requiring capital expenditures. Revenues decreased 11.9% to $180.2 million from $204.5 million in the first nine months of 2015. Year-to-date revenues in 2016 were close to evenly split between North America and South America, with revenue contribution during the same period in 2015 much more weighted towards North America. During the first nine months of 2016, South America experienced an increase in the overall amount and size of projects performed, compared to the same period in 2015, while activity levels in North America decreased year-over-year, primarily due to a decline in project opportunities during the second and third quarters of 2016, compared to robust activity levels in the same period last year. Aside from residual revenue related to data processing associated with a major deep water ocean bottom marine project performed in the first half of 2015, Southeast Asia had no active land or marine projects during the first nine months of 2016. Gross profit decreased 13.3% to $44.2 million, or 24.5% of revenues, from $50.9 million, or 24.9% of revenues, in the first nine months of 2015. Gross profit for the first nine months of 2016 and 2015 included depreciation expense of $12.5 million and $13.7 million, respectively. Excluding depreciation expense, adjusted gross profit for the first nine months of 2016 was $56.7 million, or 31.5% of revenues, compared to $64.6 million, or 31.6% of revenues, in the first nine months of 2015. The decrease in gross profit was primarily related to the reduction in active projects, primarily in the third quarter of 2016, while the gross profit, as a percentage of revenue, during the first nine months of 2016 was comparable to the same period in 2015 due to increased cost controls and operational improvements. SG&A expenses during the first nine months decreased 20.9% to $20.9 million, or 11.6% of revenues, from $26.4 million, or 12.9% of revenues, in the same period in 2015. The decrease in SG&A expenses, both in amount and as a percentage of revenue, was primarily due to headcount reductions and cost controls implemented in 2015 and additional measures undertaken in 2016. During the first nine months of 2016 and 2015, there were approximately $2.4 million and $3.3 million, respectively, of non-recurring or non-cash expenses included in SG&A. Income before income taxes was $4.7 million year-to-date, compared to $8.8 million in the first nine months of 2015. The decrease in income before income taxes was largely due to lower gross profit and higher other expense. During the first nine months of 2016, other expense included, among other items, approximately $5.2 million of costs incurred on debt restructuring and approximately $15.6 million of interest expense, of which, approximately $5.2 million was amortization of loan issuance costs. Also included in other expense year-to-date was approximately $2.1 million primarily in unrealized gain on foreign currency transactions. Provision for income taxes was $4.6 million, compared to $1.5 million in the first nine months of 2015. The increase in provision for income taxes was primarily due to income from our foreign businesses. The change in the 2016 effective tax rate was primarily due to a change in valuation allowance related to U.S. operating losses from the debt restructuring for which a tax benefit cannot currently be recognized. Net loss attributable to the Corporation was $(2.9) million, or $(1.26) per diluted share, compared to net income attributable to the Corporation of $3.2 million, or $28.01 per diluted share, in the first nine months of 2015. Year-to-date 2016 net loss was impacted by a number of factors, including: Adjusted EBITDA decreased 6.2% to $38.3 million, or 21.3% of revenues, from $40.8 million, or 20.0% of revenues, in the first nine months of 2015. Capital expenditures for the first nine months of 2016 were $0.8 million, compared to $5.6 million in the first nine months of 2015. Year-to-date 2015 capital expenditures included the payment of some 2014 investments related to the company’s Alaska operations. However, given the state of the industry and the significant reduction in oil and gas activity by exploration and production companies, any significant investment in capital expenditures, particularly in large equipment purchases, is highly unlikely until the broader market demonstrates a consistent and sustainable recovery. Therefore, based on current market conditions, SAE now expects its total capital expenditures for 2016 will be under $2.0 million. On September 30, 2016, cash and cash equivalents totaled $11.5 million, working capital was $35.1 million, total debt at face value, excluding capital leases and net unamortized premiums or discounts, was $106.5 million, and total stockholders’ equity was $60.9 million. Please refer to the section below titled “Restructuring Transactions” for more information regarding the effects of the restructuring and recapitalization transactions and other related information. As of September 30, 2016, SAE’s backlog was $67.5 million. Bids outstanding on the same date totaled $502.7 million. All of the backlog represents land-based projects, primarily in North America and South America. The company expects approximately 29% of the projects in its backlog on September 30, 2016 to be completed during the last quarter of 2016, with the remainder in 2017. The estimation of realization from the backlog can be impacted by a number of factors, including deteriorating industry conditions, customer delays or cancellations, permitting or project delays and environmental conditions. As previously announced, on June 13, 2016, SAE entered into a comprehensive restructuring support agreement (the “RSA”) with holders (the “Supporting Holders”) of approximately 66% of the par value of its 10% Senior Secured Notes due 2019 (the “Existing Notes”), pursuant to which the Supporting Holders and SAE agreed to enter into and implement a comprehensive restructuring of SAE (the “Restructuring”).  In connection with the Restructuring, on June 24, 2016, SAE launched an exchange offer (“Exchange Offer”) and consent solicitation (“Consent Solicitation”) in which SAE offered to exchange any and all of its Existing Notes held by eligible holders in exchange for a combination of new 10% Senior Secured Second Lien Notes due 2019 (the “New Notes”) and shares of SAE’s common stock, par value $0.0001 per share. Upon receipt of the requisite consents in the Consent Solicitation, on June 29, 2016, SAE entered into amendments to its existing revolving credit facility with Wells Fargo (the “Existing Revolver”), the indenture governing the Existing Notes and the related security agreement and amended and restated SAE’s intercreditor agreement (the “Intercreditor Agreement”) relating to the relative priorities, rights, obligations and remedies with respect to the collateral securing SAE’s secured indebtedness. On June 26, 2016, in connection with the Restructuring, SAE filed an amendment to its Second Amended and Restated Certificate of Incorporation to effect a 135-to-1 reverse stock split of its common stock (the "Reverse Stock Split"), with fractional shares cashed out based on the closing price of SAE's common stock. On June 29, 2016, SAE entered into a new senior secured multi-draw term loan facility (the “New Senior Loan Facility”) with the lenders, including the Supporting Holders, from time to time thereunder, which provides, pursuant to a borrowing schedule, up to a maximum amount of $30.0 million.  The New Senior Loan Facility bears interest at a rate of 10% per year, payable in cash, and matures on January 2, 2018, unless terminated earlier. SAE made an initial borrowing under the New Senior Loan Facility on June 29, 2016 in the amount of $5.6 million, which included $0.6 million of borrowings to pay a facility fee under the New Senior Loan Facility, and a second borrowing in an amount of $9.4 million upon consummation of the Exchange Offer on July 27, 2016, as described below.  As a result of having received $24.4 million in face value of tax credit certificates from the State of Alaska’s Department of Revenue, and having substantially satisfied the conditional requirements of the third draw, the Company and a majority of the lenders party to the New Senior Loan Facility entered into Amendment No.1 to the New Senior Loan Facility on October 24, 2016, thereby granting the Company access to the remaining $15.0 million of funding available under the New Senior Loan Facility. In connection with the New Senior Loan Facility, SAE issued 2,803,302 shares of common stock to the lenders thereunder, after giving effect to the Reverse Stock Split. On July 27, 2016, SAE completed the Exchange Offer. In exchange for approximately $138.1 million in aggregate principal amount of Existing Notes, representing approximately 98.7% of the total principal amount of Existing Notes, SAE issued approximately $76.5 million aggregate principal amount of New Notes (inclusive of accrued and unpaid interest on the tendered Existing Notes) and 6,410,502 shares of common stock, after giving effect to the Reverse Stock Split. The New Notes were issued under an indenture (the "New Notes Indenture"), dated as of July 27, 2016, among SAE, its domestic subsidiaries party thereto (the "Guarantors") and Wilmington Savings Fund Society, FSB, as trustee and noteholder collateral agent (the "New Notes Trustee"). The New Notes will mature on September 24, 2019, unless Existing Notes remain outstanding as of 5:00 p.m. New York City time on March 31, 2019, in which case, the holders of a majority of the then-outstanding principal amount of New Notes may advance the maturity date to April 14, 2019. The New Notes bear interest at a rate of 10% per annum, payable in cash, accruing from July 27, 2016. However, through, and including, the July 15, 2017 interest payment date, SAE may, at its option, pay interest on any or all interest payment dates in kind by the issuance of additional New Notes. Interest paid in-kind will accrue on the New Notes at a rate per annum of 11.000%, which is the cash interest rate plus 100 basis points. In connection with the issuance of the New Notes, the New Notes Trustee joined the Intercreditor Agreement on behalf of the holders of New Notes. The Company elected to pay interest due as of September 30, 2016 of approximately $1.5 million in-kind. Pursuant to the Intercreditor Agreement, SAE's obligations under: (i) the Existing Revolver are secured by substantially all of SAE's and the Guarantors’ assets, subject to certain exceptions and permitted liens (the "Collateral"), on a senior first-lien priority basis, (ii) the New Senior Loan Facility is secured by the Collateral on a junior first-lien priority basis, (iii) the New Notes are secured by the Collateral on a second-lien priority basis and (iv) the Existing Notes are secured by the Collateral on a third-lien priority basis. On July 27, 2016, SAE issued two series of warrants (the “Series A Warrants” and the “Series B Warrants”, together, the “Warrants”) to the holders of the Company’s common stock as of July 26, 2016.  The Warrants expire at the close of business on July 27, 2021 (the “Expiration Date”). There are 154,108 Series A Warrants outstanding to purchase up to an aggregate of 154,108 shares of common stock at an initial exercise price of $10.30 per share. There are 154,108 Series B Warrants outstanding to purchase up to an aggregate of 154,108 shares of common stock at an initial exercise price of $12.88 per share. The Warrants may generally be exercised during the period commencing 30 days prior to the Expiration Date, subject to receipt by the Company of certain Alaska tax credit certificates. In connection with the Restructuring, SAE has terminated its 2013 Long-Term Incentive Plan. On August 4, 2016, SAE received stockholder approval to adopt a new 2016 Long-Term Incentive Plan under which 1,038,258 shares of common stock, or 10% of the outstanding shares on a fully diluted basis, were reserved for issuance to SAE’s management. On September 26, 2016, 311,477 shares in the form of stock units and stock options for 311,477 shares of the Company’s common stock at an exercise price of $10.19 per share were granted under the 2016 Long-Term Incentive Plan. After giving effect to the Reverse Stock Split, which will continue to impact share count as physical stock certificates are surrendered and applicable fractional shares are settled in cash, and counting all shares issued in connection with the Restructuring, SAE had 9,343,513 total shares outstanding on September 30, 2016. Further, each of Jeff Hastings (SAE's Chairman of the Board and Chief Executive Officer), Brian Beatty (SAE's Chief Operating Officer), Brent Whiteley (SAE's Chief Financial Officer, General Counsel and Secretary), Mike Scott (SAE's Senior Vice President), Darin Silvernagle (SAE's Vice President - Marine) and Ryan Abney (SAE's Vice President - Capital Markets & Investor Relations) has entered into a new employment agreement with SAE with an initial three-year term. SAE will host a conference call on Friday, November 4, 2016 at 10:00 a.m. Eastern Time to discuss its consolidated financial results for the third quarter and nine months ended September 30, 2016. Participants can access the conference call by dialing (855) 433-0934 (toll-free) or (484) 756-4291 (international). SAE will also offer a live webcast of the conference call on the Investors section of its website at www.saexploration.com. To listen live via the company’s website, please go to the website at least 15 minutes prior to the start of the call to register and download any necessary audio software. A replay of the webcast for the conference call will be archived on the company’s website and can be accessed by visiting the Investors section of SAE’s website. SAE is an internationally-focused oilfield services company offering a full range of vertically-integrated seismic data acquisition and logistical support services in remote and complex environments throughout Alaska, Canada, South America and Southeast Asia. In addition to the acquisition of 2D, 3D, time-lapse 4D and multi-component seismic data on land, in transition zones and offshore in depths reaching 3,000 meters, SAE offers a full suite of logistical support and in-field data processing services, such as program design, planning and permitting, camp services and infrastructure, surveying, drilling, environmental assessment and reclamation and community relations. SAE operates crews around the world, performing major projects for its blue-chip customer base, which includes major integrated oil companies, national oil companies and large independent oil and gas exploration companies. Operations are supported through a multi-national presence in Houston, Alaska, Canada, Peru, Colombia, Bolivia, Brazil, New Zealand and Malaysia. For more information, please visit SAE’s website at www.saexploration.com. The information in SAE’s website is not, and shall not be deemed to be, a part of this notice or incorporated in filings SAE makes with the Securities and Exchange Commission. This press release contains certain "forward-looking statements" within the meaning of the U.S. federal securities laws with respect to SAE. These statements can be identified by the use of words or phrases such as “expects,” “estimates,” “projects,” “budgets,” “forecasts,” “anticipates,” “intends,” “plans,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions. These forward-looking statements include statements regarding SAE's financial condition, results of operations and business and SAE's expectations or beliefs concerning future periods and possible future events. These statements are subject to significant known and unknown risks and uncertainties that could cause actual results to differ materially from those stated in, and implied by, this press release. Risks and uncertainties that could cause actual results to vary materially from SAE’s expectations are described under “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in SAE’s Form 10-Q filed on August 12, 2016, for the period ended June 30, 2016, and as to be updated, amended and restated in SAE’s Form 10-Q to be filed for the period ended September 30, 2016. Except as required by applicable law, SAE is not under any obligation to, and expressly disclaims any obligation to, update or alter its forward looking statements, whether as a result of new information, future events, changes in assumptions or otherwise. We use an adjusted form of EBITDA to measure period over period performance, which is not derived in accordance with GAAP. Adjusted EBITDA is defined as net income (loss) plus interest expense, less interest income, plus income taxes, plus depreciation and amortization, plus non-recurring major expenses outside of operations, plus non-recurring one-time expenses, plus costs incurred on debt restructuring, plus share-based compensation, and plus foreign exchange (gain) loss, less gain on early extinguishment of debt. Our management uses Adjusted EBITDA as a supplemental financial measure to assess: (i) the financial performance of our assets without regard to financing methods, capital structures, taxes, historical cost basis or non-recurring expenses; (ii) our liquidity and operating performance over time in relation to other companies that own similar assets and calculate EBITDA in a similar manner; and (iii) the ability of our assets to generate cash sufficient to pay potential interest cost. We consider Adjusted EBITDA as presented below to be the primary measure of period-over-period changes in our operational cash flow performance. The terms EBITDA and Adjusted EBITDA are not defined under GAAP, and we acknowledge that these terms are not a measure of operating income, operating performance or liquidity presented in accordance with GAAP. When assessing our operating performance or liquidity, investors and others should not consider this data in isolation or as a substitute for net income, cash flow from operating activities or other cash flow data calculated in accordance with GAAP. In addition, our calculation of Adjusted EBITDA may not be comparable to EBITDA or similarly titled measures utilized by other companies since such other companies may not calculate EBITDA or similarly titled measures in the same manner. Further, the results presented by Adjusted EBITDA cannot be achieved without incurring the costs that the measure excludes. The calculation of our Adjusted EBITDA, a non-GAAP measure, from net income (loss), the most directly comparable GAAP financial measure, is provided in the table below. We use an adjusted form of gross profit to measure period over period performance, which is not derived in accordance with GAAP. Adjusted gross profit is defined as gross profit plus depreciation and amortization expense related to the cost of services. Our management uses adjusted gross profit as a substantial financial measure to assess the cost management and performance of our projects. Within the seismic data services industry, gross profit is presented both with and without depreciation and amortization expense on equipment used in operations, and therefore, we also use this measure to assess our performance over time in relation to other companies that own similar assets and calculate gross profit in the same manner. The term adjusted gross profit is not defined under GAAP, and we acknowledge that it is not a measure of operating income, operating performance or liquidity presented in accordance with GAAP. When assessing our operating performance or liquidity, investors and others should not consider this data in isolation or as a substitute for gross profit calculated in accordance with GAAP. In addition, our calculation of adjusted gross profit may not be comparable to gross profit or similarly titled measures utilized by other companies since such other companies may not calculate adjusted gross profit in the same manner. Further, the results presented by adjusted gross profit cannot be achieved without incurring the costs that the measure excludes. The calculation of our adjusted gross profit, a non-GAAP measure, from gross profit, the most directly comparable GAAP financial measure, is provided in the table below:


News Article | February 15, 2017
Site: www.prweb.com

Holland & Hart announced today the addition of Kyle W. Parker and John C. Martin as partners, along with the opening of an office in Anchorage, Alaska. Three additional lawyers will join the firm, in addition to a policy expert. Our 500-lawyer law firm has the largest environmental law practice in the country, as reported by Law360, and the addition of the Anchorage office will augment those strengths and create natural synergies with the firm’s offerings to clients in a myriad of industries. “The practice alignment with Kyle and John and their team is very strong, as is the personal fit,” said Liz Sharrer, chair of Holland & Hart. “Kyle’s pioneering spirit as an Energy and Environment Trailblazer has been recognized by the National Law Journal. John was recently recognized by BTI Consulting as a Client Service All-Star. In addition, the team serves clients in burgeoning Alaska industries (and elsewhere) that align with our firm’s strengths. We have the utmost respect for the firm where Kyle and John and their team have previously served. Crowell & Moring is a world-class firm which has done an excellent job of combining service to the growing Alaska market with a Washington, D.C. connection.” “John, Kyle, and the Anchorage team are highly regarded professionals in the environmental and energy fields,” said Angela B. Styles, chair of Crowell & Moring. “They remain friends of the firm, and we wish them the very best as they align their Alaska practice with the strengths of Holland & Hart.” Kyle Parker (Anchorage, AK) has spent his entire legal career in Alaska counseling clients in the energy and natural resource industries with regard to securing approval for and the implementation of major resource development and energy projects at the state and federal level, from project permitting to negotiating complex agreements. Kyle also defends clients in environmental litigation, from response and cleanup actions, to civil and criminal enforcement actions. John Martin (Washington, D.C.) is a Wyoming native who has practiced and worked in federal government agencies in Washington, D.C. John’s natural resources and environmental litigation practice focuses on complex, cutting edge Clean Water Act, wildlife, offshore oil and gas, and public lands issues on behalf of clients in extractive industries. John represents clients in administrative proceedings before the Interior Board of Land Appeals and the Environmental Protection Agency, and at all levels of court, including several U.S. Courts of Appeals. Tali Birch Kindred (Anchorage, AK) focuses on environmental and natural resource permitting and litigation, natural resource project development, state and federal rulemakings, environmental compliance, and commercial litigation. Tali brings extensive industry and government experience having served as an Assistant District Attorney for the State of Alaska and Regulatory Policy Lead at Shell Exploration & Production, Inc. Jon Katchen (Anchorage, AK) focuses on natural resources project development, defense of governmental and citizen enforcement actions, financing associated with Alaska's oil and gas production tax credits, and complex commercial litigation. Jon also counsels investors and resource development companies regarding economic development opportunities in Alaska. Sarah Bordelon (Washington, D.C.) focuses on environmental permits for major resource and development projects. Sarah also litigates environmental and natural resource matters, participates in proposed state and federal rulemakings, advises clients on environmental compliance and enforcement matters, and conducts environmental due diligence on conventional and renewable energy projects. Drue Pearce (Anchorage, AK and Washington, D.C.) joins the firm as a senior policy advisor. She provides strategic legislative and regulatory advice to a wide variety of natural resources, manufacturing, and energy clients as they navigate government relations, as well as legal and regulatory issues at the various state and federal agencies with jurisdiction over resource development projects. Drue brings a wealth of experience on energy, environment, economic security, and natural resources issues in North America, and specifically in Alaska and Canada. “Holland & Hart is a natural resources powerhouse and has been doing business in Alaska for decades. We know their lawyers well and look forward to working with them. Alaska’s vast resources have never been more vital to the nation’s economic future, and the timing is perfect to join the country’s leading resources legal team at Holland & Hart,” said Kyle Parker. The new Anchorage office will be located at 1029 W. Third Avenue, Suite 550, Anchorage, Alaska 99501. About Holland & Hart Established in 1947, Holland & Hart is a full service, national law firm that today has more than 500 lawyers in 16 offices across the Mountain West and in Washington, D.C. delivering integrated legal solutions to regional, national, and international clients of all sizes. Holland & Hart’s attorneys have consistently been recognized by leading national and international peer and industry review organizations for innovation and dedication to the practice of law. The firm was ranked No. 16 nationally among 300-plus law firms on BTI Consulting Group’s BTI Client Service 30 2016 and for the sixth consecutive year was named to BTI Consulting Group's BTI Most Recommended Law Firms 2016 by corporate counsel. For more information, visit http://www.hollandhart.com.


News Article | October 5, 2016
Site: www.rdmag.com

The northern section of Alaska contains an enormous oil field that could play a pivotal role in boosting the state’s energy production sector. Caelus Energy said on Tuesday that it made this discovery in the waters of Smith Bay, which is about 300 miles north of the Arctic Circle, reported the Wall Street Journal. The company estimates it could extract between 6 to 10 billion barrels of light oil from this field. “This discovery could be really exciting for the State of Alaska. It has the size and scale to play a meaningful role in sustaining the Alaskan oil business over the next three or four decades. Fiscal stability going forward is critical for a project of this magnitude,” said Caelus CEO Jim Musselman in a statement. Light oil—the substance found in this reservoir—is different from crude oil because it’s easier to extract from the ground. The company predicts it should be able to recover 30 to 40 percent of this light oil. Part of the plan will hinge upon building a 125-mile pipeline that could cost $800 million in order to connect with existing pipelines in other parts of the state, wrote WSJ. Environmental activists could complicate this construction project, but Alaska could face a near-total collapse of its oil industry and economy if the state doesn’t find a way to prevent a continuing decline in its production efforts. Caelus’s attempts at building a new pipeline to extract new barrels could help stall this drop in revenue. However, the firm is still waiting on government approvals that will help it drill an extra well while also studying areas where facilities can be built to process and transport this oil to the state’s primary pipeline, known as the Trans Alaska Pipeline.


Nagin D.S.,Carnegie Mellon University | Snodgrass G.M.,State of Alaska
Journal of Quantitative Criminology | Year: 2013

Objectives: This paper uses a sample of convicted offenders from Pennsylvania to estimate the effect of incarceration on post-release criminality. Methods: To do so, we capitalize on a feature of the criminal justice system in Pennsylvania-the county-level randomization of cases to judges. We begin by identifying five counties in which there is substantial variation across judges in the uses of incarceration, but no evidence indicating that the randomization process had failed. The estimated effect of incarceration on rearrest is based on comparison of the rearrest rates of the caseloads of judges with different proclivities for the use of incarceration. Results: Using judge as an instrumental variable, we estimate a series of confidence intervals for the effect of incarceration on one year, two year, five year, and ten year rearrest rates. Conclusions: On the whole, there is little evidence in our data that incarceration impacts rearrest. © 2013 Springer Science+Business Media New York.


News Article | June 13, 2014
Site: gizmodo.com

Flat design is everywhere these days, almost to the point of parody. Now, even state flags have been given a flat makeover, courtesy of a creative agency based in Washington D.C. The result is a set of pretty flags that basically look like the state flags turned into app icons. NJI Media, a D.C.-based creative agency, decided to redesign all 50 state flags in honor of flag day tomorrow. Our current state flags are already unique (and sometimes hilarious), and most of them were adopted in the 1890s when states wanted to represent themselves at the World's Fair in Chicago with unique symbols. So most of them have been around for more than a century. Check out each of the flags below, along with NJI's description of its design. And tell us: Do you think it's a change for the better? "Alabama is known as the Cotton State. The redesigned flag pays homage to Alabama's historic agriculture. Agriculture was an integral part of Alabama and cotton in particular was a major force in their economy." "The State of Alaska is revered for its natural beauty, and is officially known as 'The Last Frontier.' The new flag design takes inspiration for its blue color field from previous versions of the flag, depicting snow-covered mountains and a reference to the midnight sun that occurs during summer months." "The Arizona state flag has a sparse design with a central image consisting of a sun and cactus. These are references to the arid, desert landscape for which the state is known. The sun features seven rays, creating thirteen divisions for the thirteen original states. This imagery is inscribed within a circle that symbolizes the mile-wide Barringer Meteorite Crater found in the Northern Arizona desert." "The new Arkansas flag design features a solid green color field and a representation of a pine cone, both of which reference its nickname, 'The Natural State.' The pine cone is contained within a diamond, a nod to the state's diamond production and previous versions of the flag." "The California state flag features a California grizzly bear, which is the official animal of the state. The star and bear are references to the Bear Flag that was raised during the Bear Flag revolt of 1846, and the red stripe and color field are nods to the Bear Flag of 1911. Its single star honors the 1836 California Lone Star flag." "The official motto of the State of Colorado is 'Nil Sine Numine,' which translates to "Nothing without providence." The new flag features an icon combining three mountains with the All-Seeing Eye (or Eye of Providence), referencing the motto." "The Connecticut state flag consists of three grape vines bearing fruit. This image is featured on the Connecticut Coat of Arms, which originated on a seal Colonel George Fenwick brought from England in 1639. The three bunches of grapes represent the three colonies that were joined as Connecticut in 1665. Below the grapes, the state motto 'Qui Transtulit Sustinet' ('He who transplanted still sustains') is prominently featured." "The motto of the state of Delaware is 'Liberty and Independence,' which is displayed prominently on the new flag design as a reference to Delaware's status as the first state to ratify the United States Constitution. In addition, the flag features a ship under full sail, a nod to the state's history of coastal commerce. The color field symbolizes the importance of the Delaware River." "Florida is widely known as the 'Sunshine State.' With its reputation for year-round sunshine, no state is better suited for an iconic sun image than the State of Florida. In addition, a red saltire marks the center of the flag, an allusion to the Spanish settlement of Florida." "The central element of Georgia's new flag hearkens back to an image from Georgia's coat of arms, an archway to symbolize the state's Constitution with three columns to symbolize the three branches of government operating under that document." "The Hawaii state flag draws its iconographic inspiration from a Hawaiian Coat of Arms used during the 19th century. The central image is a triangular banner, which was often displayed by ancient Hawaiian royalty as a sign of nobility. Used in conjunction with crossed spears, it represents royal protection. The state motto, 'Ua Mau ke Ea o ka 'Āina i ka Pono' (The Life of the Land is Perpetuated in Righteousness), is intertwined with the central icon. The depiction of a single star is a reference to the Great Seal of the State of Hawaii." "The Idaho state flag draws its inspiration from scales used on the Idaho State Seal, which are a symbol of justice and balance. This symbol is inscribed within an illustration of the state motto, 'Esto Perpetua.' Latin for 'Let it be perpetual,' the motto calls for the enduring prosperity of the state." "The Illinois state flag features a shield bearing thirteen stars and thirteen stripes to represent the original colonies of the Union. This image appears on The Great Seal of the State of Illinois, a reference to the Great Seal of the United States. Illinois is an Algonquin word for 'tribe of superior men,' and in this vein, the gold border around the flag and the shield symbolize the protection of the state of Illinois." "The state flag on Indiana bears a golden torch. This large, bold icon represents liberty and enlightenment. The blue color field ties the Indiana flag to the flag of the United States of America." "The new Iowa state flag features three vertical stripes which reference the colors of the flag of the United States of America. The main element of the flag is the American bald eagle, referencing the original flag and The Great Seal of the State of Iowa." "Kansas named the sunflower its official State Flower in 1903. The sunflower is represented on the state flag and state quarter, its nickname is 'The Sunflower State' and sunflowers are one of the main agricultural products of Kansas. As such, it seemed only fitting to focus the new flag design around a modern representation of the sunflower." "In Kentucky, the state horse is the thoroughbred, featured on the state quarter. The thoroughbred is an important symbol to Kentucky, as the state is well known for the Kentucky Derby and horse racing overall. The colors, blue and gold, stay true to the colors of Kentucky's original flag." "Early European settlers were impressed with the pelican's generous and nurturing attitude toward their young, and the brown pelican has been a symbol of Louisiana since that time. Louisiana's official nickname is "The Pelican State" and the brown pelican appears on the state flag, seal, the official state painting, and is one of three Louisiana symbols displayed on the U.S. Mint's bicentennial quarter. Louisiana designated blue, white, and gold as the official state colors in 1972." "The motto 'Dirigo' (translated from Latin as 'I Lead') was adopted when Maine entered the Union in 1820. Since that time, it has been featured in several versions of the Great Seal of the State of Maine in conjunction with the North Star. The new flag design maintains a blue color field to reference the blue of the flag of the United States, while distilling the motto and North Star into a simple icon." "Maryland's main symbol was taken from the existing flag which is a symbol of Maryland's founding family, the Crossland family that included George Calvert, first Lord Baltimore. Their symbol is called a 'cross bottony,' with red and white Crossland colors. Around the cross bottony Fatti maschil, Parole femine and 1632 are shown. The first was adopted as an element of the Great Seal of Maryland, and has been accepted as a state motto. In the year 1632, Lord Baltimore II was given a land grant that created Maryland." "The Massachusetts state motto is 'Ense petit placidam sub libertate quietem.' This means, 'By the sword we seek peace, but peace only under liberty.' For this reason, it surrounds a bow that points upward to represent peace. The star represents Massachusetts as one of the original thirteen states." "The Michigan state flag pulls symbols from the state seal and its reputation for industry. The antlers interchangeably represent those of the large white tailed deer, the state mammal, and the elk Michigan features on its seal. As a nod to Michigan's automotive and industrial history, the ends of the antlers are adorned with the features of a wrench. The antlers surround the inscription E Pluribus Unum, which translates to 'From Many, One.'" "Minnesota's state motto is 'The Star of the North.' Feathers arranged in a star shape symbolize the motto, and they also remark on the Native American heritage of Minnesota. The sunburst behind the star represents the Western Horizon and the flat plains that cover most of the state." "The mighty Mississippi river runs along almost the entire western boundary of the state of Mississippi. The state is well known for the river, named after the it. The compass rose, partially obscured by a line signifying the river, remembers men and women who navigated the water, settled the land and prospered from the flows of the Mississippi." "The Missouri flag prominently features a symbol that combining a grizzly bear and a bald eagle in silhouette. The grizzly represents courage and strength, while the eagle is a greater tie to the United States. The crescent moon, symbolizing the 'second son,' as Missouri was the second state formed from the Louisiana Territory. The logo also bears the state motto: Salus Populi Suprema Lex Esto (Latin for 'Let the welfare of the people be the supreme law')." "The state flag displays symbols of Montana's history and natural beauty. The snowy mountains that gave the state its name feature prominently. Behind the mountains a pick axe symbolizes Montana's mining and farming history. Below the pick's handle is another reference to mining history, Montana's motto, Oro Y Plata, Spanish for 'gold and silver.' To many, Montana is known for its expansive wilderness and unexplored frontier. Because of this many have adopted a new slogan, 'The Last Best Place,' also featured on the new flag." "Nebraska is the Cornhusker State, widely successful thanks to its hardy agricultural industry. This state flag is adorned with corn stalks and sheaves of wheat displayed proudly over lush farmland. The center of the seal retains the state motto, 'Equality Before the Law.'" "Nevada became the 36th state to enter the union in 1864, and the phrase 'Battle Born' on the state flag reflects the state's entry on the Union side during the American Civil War. It is surrounded by sagebrush, a native plant Nevada designated as the official state flower in 1917." "New Hampshire's flag depicts the frigate Raleigh, built in 1776 at Portsmouth as one of the first thirteen warships for a new American Navy sponsored by the Continental Congress. It's also an homage to New Hampshire's fishing industry, historically was one of the state's main economic resources. The sun behind the frigate is an old state symbol of New Hampshire, which alludes to Portsmouth becoming a major shipbuilding center during years of war." "New Jersey's flag is a representation of their popularity as a beach resort and their success in the shipping industry. Many know New Jersey for the tourist destinations and bustling shoreline, which the main shield on this flag references. Their motto Liberty and Prosperity is inscribed in the crest." "The Mexican eagle on this flag was inspired by an ancient Aztec myth and symbolizes that New Mexico treasures its Spanish, Mexican and Native American traditions. The official colors of New Mexico are the red and yellow of old Spain, unmistakable on this new flag." "The iconic image of the American bald eagle with outstretched wings features prominently on the New York state flag and state seal. As such, it seemed fitting to represent the eagle as the central design element for the New York state flag. Beneath the eagle, a banner displays the New York State motto, 'Excelsior' (translated from Latin as 'Ever Upward')." "The North Carolina flag features the horn of Plenty, which is depicted on The Great Seal of the State of North Carolina. It is a symbol of the hope for sustained abundance and prosperity for the state. The red and white color field unify the North Carolina flag with the flag of the United States of America." "North Dakota is the largest grain producing state in the US. It's state flag pays homage to its agricultural wealth. The grain illustration references their crop production capabilities directly. The layered boxes surrounding the grain symbolize the complexity and importance of agriculture. Radiating lines symbolize life's key component, the sun." "Ohio became the 17th state in 1803. Almost 100 years later, the Ohio state flag we know today was adopted. Roads and waterways are a main theme in Ohio's current flag. In keeping with that theme but with a minimalist approach, waterways and roads were represented with a wavy line and a straight line. An "O" for "Ohio" sits on top to tie everything together." "The official state motto of Oklahoma is Labor Omnia Vincit, meaning 'Labor Conquers All Things' and together, the Anglo and Native American peoples were able to do just that. The equal justice shared between these two nations is represented by the Native American hatchet/calumet pipe and the American pioneer hoe, which are crossed in the center of the flag. Below this are five feathers, each one representing the Five Civilized Tribes of Oklahoma – Cherokee, Chickasaw, Choctaw, Creek, and Seminole, all of whom have a major presence in the state." "In order to accurately reflect the state of Oregon's independent spirit, it was necessary to retain as much of their current flag as possible. The escutcheon, or heraldic shield shape, is now outlined by branches formed by nature's engineer and Oregon's state animal, the American Beaver. Draped across the escutcheon is a banner that reads, The Union, formerly the official state motto this adage refers to the state of Oregon's movement to form a provisional government separate from that of the United States due to conflicting views about slavery. Below the banner are a field of 33 stars and the year 1859 which represent Oregon's admission into the nation as the 33rd state and the year which that occurred." "Affectionately known as 'The Keystone State' for playing an integral role in the vote for independence, Pennsylvania's state flag proudly features this central archstone. This necessary architectural element is used within archways to lock all the other pieces into place. Inscribed on the keystone is the state motto, Virtue, Liberty and Independence and crested atop it is the American bald eagle, which signifies Pennsylvania's loyalty to the United States." "Widely accepted as a symbol of hope, the anchor proudly stands as visual representation of the state motto of Rhode Island. It is surrounded by thirteen stars one for each of the original thirteen colonies, Rhode Island being the last of those to ratify the Constitution. The anchor is submerged in water to signify the state of Rhode Island's official nickname, 'The Ocean State.'" "Serving as a tribute of the heroic efforts put forth in defense of Sullivan's Island, the flag of the state of South Carolina depicts twelve intertwined gold spears upon a blue background. The South Carolina troops bravery shown in the defeat of the then unconquered British fleet served as a symbol of the American Revolution, helping to unite the nation. Each of the first twelve states of the union is represented as a spear posing the question Quis Separabit?, or 'Who Will Separate Us?', which is the state motto of South Carolina." "Rising from the ground out in the western region of South Dakota are a small, isolated mountain range known as the Black Hills. Most notably including Mount Rushmore, these mountains are home to some of the nations greatest national monuments, which is why this small yet significant hillside is prominently featured on the state flag. Emerging from the Black Hills is the official state animal, the coyote. Below that reads the state motto, Under God the People Rule, followed by the year the state was admitted into the union, 1889." "Each constituting roughly one-third of the state, the three Grand Divisions of Tennessee are are geographically, culturally, and economically distinct. Categorized as East, Middle, and West Tennessee, these regions are represented by the three white stars on the state flag. The three stars are enclosed within a blue circle representing the unity of the three divisions. Also staged within the circle are three rivers representing the Tennessee River, the Cumberland River, and the Mississippi River, symbolizing the importance the river trade was once to the state of Tennessee's economy. The roman numeral 'XVI' signifies Tennessee's admission into the union as the sixteenth state." "Known as 'The Lone Star Flag', the Texas state flag is indicative of the independent spirit that the inhabitants of the state embody. The single white star, or lone star, in the middle of the flag represents the entirety of Texas and stands for unity as one for God, State, and Country. Each color on the flag has a specific meaning as well, the blue stands for loyalty, white for purity, and red for bravery." "Officially known as 'The Beehive State', the flag of Utah proudly features a honeycomb structure in the forefront. Festooned below the beehive is a red banner upon which the state motto, Industry is inscribed. Both the beehive and the motto are representative of the progress and hard work the people of Utah strive to live by. A pair of sego lilies, which are the official state flower, adorn the side of the beehive, signifying peace." "Paying homage to the Green Mountain Boys, the Vermont militia established in the late 1760s, the state of Vermont flag carries a constellation of thirteen five-pointed white stars arranged in a natural pattern. Below the stars lay the Green Mountains, a formidable mountain range that spans much of 'The Green Mountain State.' Their motto, Freedom and Unity, is also displayed and represents two different ideals: the freedom of the individual citizen, and the welfare of the common good." "The motto of the Commonwealth of Virginia is "Sic semper tyrannis," which translates to "Thus Always to Tyrants," referencing release from British rule. The downward-facing spear represents peace, and points to the fallen crown of Tyranny. This symbol is framed within an ornamental border of 10 divisions, referencing the Commonwealth as the 10th state admitted to the Union." "When thinking of Washington state, George Washington probably comes to mind. He's immortalized on the current flag of Washington. Nothing against GW, but Washington is also known for its landscape as the Evergreen state. It's covered in some of America's most amazing forests. The group of pines is a simple reminder of the lush beauty of great state of Washington." "West Virginia is known for its mining industry but is also known for scenic views of the Appalachian mountain range. The overlapping mountains represent that important geographical trait while the latin text pays homage to the origins of the people of West Virginia. 'Montani Semper Liberi' means 'Mountaineers are Always Free'." "Wisconsin is usually only associated with cheese and dairy production. While the dairy industry is the most prominent industry in Wisconsin, it does not define the state. Wisconsin's motto is 'Forward'. That motto is a reminder that work is never done. The large text serves as a call to action, while the slanted horizontal lines express motion." "Wyoming was the first state in the U.S. to grant women the right to vote. Equality is a huge part of the state's history. The equal sign is a bold representation of Wyoming's equal rights accomplishments."

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