Equity | 18. Equity Public offering On July 21, 2020, the Company entered into an Amended and Restated Underwriting Agreement (the āUnderwriting Agreementā) with H.C. Wainwright & Co., LLC as representative of the underwriters named in Schedule I thereto (the āUnderwritersā), providing for the issuance and sale by the Company in a firm commitment offering (the āOfferingā) of 17,857,143 shares of common stock at a price to the public of $0.42 per share (the āOffering Sharesā). In addition, the Company granted the Underwriters an option to purchase, at the public offering price per share of common stock, up to an additional 2,678,571 shares of common stock, exercisable for 30 days from the date of the Underwriting Agreement (the āOption Sharesā). The Offering Shares and Option Shares were registered pursuant to the Companyās registration statement on Form S-3 (File No. 333-220461), and a prospectus supplement thereto filed with the Securities and Exchange Commission. On July 24, 2020, the Underwriters acquired the Offering Shares and the full amount of the Option Shares from the Company. After the underwriting discount of 6% and total offering expenses of approximately $155,000 the company received net proceeds of approximately $8.0 million from the sale of the Offering Shares and the Option Shares. Subscription agreement In connection with the Earn-In Agreement (see Note 11), the Company and Barrick entered into the Subscription Agreement dated as of April 9, 2020 pursuant to which Barrick purchased 4,719,207 shares of the Companyās common stock at a purchase price of $0.2119 per share in a private placement transaction. The Shares were offered and sold without registration under the Securities Act of 1933, as amended (the āActā) in reliance on the exemptions provided by Section 4(a)(2) of the Act and/or Regulation D promulgated thereunder. The net proceeds of the Subscription Agreement of approximately $0.9 million were recorded in equity and appear as a separate line item in the Condensed Consolidated Statements of Changes in Equity. Offering and private placement On April 20, 2020, the Company entered into a securities purchase agreement with certain institutional investors providing for the issuance and sale of 15,000,000 shares of the Companyās common stock at a price of $0.20 per share, and in a concurrent private placement transaction, the issuance of an aggregate of 11,250,000 warrants, ultimately consisting of 7,500,000 series A warrants and 3,750,000 series B warrants (collectively, the āWarrantsā), to purchase up to 11,250,000 shares of our common stock at an exercise price of $0.30 per share, for aggregate gross proceeds of $3.0 million (the āOfferingā). Each Warrant is exercisable six months from the date of issuance on April 22, 2020 and has a term expiring five years after such initial exercise date. The Warrants contain so-called full-ratchet anti-dilution provisions which may be triggered upon any future issuance by the Company of shares of its common stock or common stock equivalents at a per share price below the then-exercise price of the Warrant, subject to certain exceptions; provided, however, that with respect to the Series B warrants, the adjusted exercise price will not be less than $0.26. The net proceeds of the Offering were recorded in equity and appear as a separate line item in the Condensed Consolidated Statements of Changes in Equity. Total costs for the Offering were approximately $334,000, including listing fees, legal and other costs, and the placement agent fee of six percent of aggregate gross proceeds, however, a reduced fee was accepted with respect to one investor. All such costs were recorded as a reduction to ā Additional paid in capitalā on the Condensed Consolidated Balance Sheets. Using the Black Scholes model, and assuming no triggering events take place to reduce the exercise price of the warrants, the fair value of the combined Series A and Series B warrants issued was approximately $1.9 million on April 22, 2020, the date of issuance of the warrants. The Black Scholes inputs included the closing stock price on April 22, 2020 (the date of issuance of the warrants) of $0.24, the exercise price and exercise period of the warrants, the Companyās applicable volatility rate for the period of the Warrants of 95%, and the applicable risk-free rate of 0.41%. Registered direct offering On July 17, 2019, the Company entered into an agreement with certain institutional investors providing for the issuance and sale of 8,653,846 shares of the Companyās common stock at a price of $0.26 per share, and in a concurrent private placement transaction, the issuance of 8,653,846 Series A warrants to purchase up to 8,653,846 shares of the Companyās common stock at an exercise price of $0.35 per share, for aggregate gross proceeds of $2.25 million (the āOfferingā). Each Series A warrant became exercisable on January 17, 2020 and will expire on January 17, 2025, five years from the initial exercise date. Each of the investors in the Offering held warrants that were issued by the Company in May 2016 and were exercisable until November 2021 at an exercise price of $0.75 per share. In connection with the Offering, the Company also agreed to exchange, on a one-for-one basis, the May 2016 warrants for Series B warrants to purchase 4,500,000 shares of common stock at an exercise price of $0.35 per share . Each Series B warrant became exercisable on January 17, 2020 and will expire on May 20, 2022 but are otherwise subject to the same terms and conditions as the Series A warrants. The net proceeds of the Offering were recorded in equity and appear as a separate line item in the Condensed Consolidated Statements of Changes in Equity. Total costs for the Offering were approximately $0.3 million, including the placement agent fee of six percent of aggregate gross proceeds, listing fees and legal and other costs. Such costs were recorded as a reduction to ā Additional paid in capitalā on the Condensed Consolidated Balance Sheets. Using the Black Scholes model, the fair value of the Series A warrants issued was approximately $2.1 million and the incremental fair value of the Series B warrants, when compared to the warrants that they replaced, was approximately $0.3 million. The Black Scholes inputs for the Series A warrants included the closing stock price on July 16, 2019 (the day preceding the date the Company entered into the agreement to issue the shares) of $0.33, the exercise price and exercise period of the warrants, the Companyās applicable volatility rate for the period of the Series A warrants of 95%, and the applicable risk-free rate of 1.9%. The Black Scholes inputs for the Series B warrants included the closing stock price on July 16, 2019 of $0.33, the exercise price and exercise period of the warrants, the Companyās applicable volatility rate for the period of the Series B warrants of 88%, and the applicable risk-free rate of 1.9%. Commitment purchase agreement On May 9, 2018, the Company entered into a commitment purchase agreement (the āCommitment Purchase Agreementā) with LPC, pursuant to which the Company, at its sole discretion, has the right to sell up to $10.0 million of the Companyās common stock to LPC, subject to certain limitations and conditions contained in the Commitment Purchase Agreement (the āLPC Programā). The Company closed on the Commitment Purchase Agreement in July 2018, which is currently set to expire in May 2021. Subject to the terms of the Commitment Purchase Agreement, the Company will control the timing and amount of any future sale of the Companyās common stock to LPC. LPC has no right to require any sales by the Company under the Commitment Purchase Agreement but is obligated to make purchases at the Companyās sole direction, as governed by such agreement. There are no upper limits to the price LPC may be obligated to pay to purchase common stock from the Company and the purchase price of the shares will be based on the prevailing market prices of the Companyās shares at the time of each sale to LPC. LPC has agreed not to cause or engage in any manner whatsoever, any direct or indirect short selling or hedging of the Companyās shares of common stock. The Company has the right to terminate the Commitment Purchase Agreement at any time, at its discretion, without any cost or penalty. During the nine months ended September 30, 2020 the Company sold 900,000 shares of common stock to LPC under the Commitment Purchase Agreement at an average sales price per share of approximately $0.27, resulting in net proceeds of approximately $216,000. In addition, approximately $24,000 of Commitment Purchase Agreement costs were amortized, resulting in a remaining balance of $353,000 of deferred LPC Program costs, recorded in ā Other long-term assets ā on the Condensed Consolidated Balance Sheets as of September 30, 2020. During the nine months ended September 30, 2019 the Company sold 2,113,642 shares of common stock to LPC under the Commitment Purchase Agreement at an average sales price per share of approximately $0.28, resulting in net proceeds of approximately $590,000. In addition, approximately $58,000 of Commitment Purchase Agreement costs were amortized. There are currently12.2 million shares remaining available for issuance under the LPC Program. At the Market Offering Agreement In December 2016, the Company entered into an at-the-market offering agreement (as amended from time to time, the āATM Agreementā) with H. C. Wainwright & Co., LLC (āWainwrightā), under which the Company may, from time to time, issue and sell shares of the Companyās common stock through Wainwright as sales manager in an at-the-market offering under a prospectus supplement for aggregate sales proceeds of up to $5.0 million (the āATM Programā) or a maximum of 10 million shares. On November 23, 2018 the Company entered into a second amendment of t he ATM Agreement extending the agreement until the earlier of December 20, 2020, or the date that the ATM Agreement is terminated in accordance with the terms therein. The common stock will be distributed at the market prices prevailing at the time of sale. As a result, prices of the common stock sold under the ATM Program may vary as between purchasers and during the period of distribution. The ATM Agreement provides that Wainwright will be entitled to compensation for its services at a commission rate of 2.0% of the gross sales price per share of common stock sold. During the first nine months of 2020, the Company sold an aggregate of 823,452 shares of common stock under the ATM Agreement at an average price of $0.28 per share of common stock for net proceeds of approximately $223,000. In addition, approximately $8,000 of deferred ATM Program costs were amortized, resulting in a remaining balance of $129,000 of deferred ATM Program costs, recorded in āPrepaid expenses and other assetsā on the Condensed Consolidated Balance Sheets as of September 30, 2020. During the first nine months of 2019, the Company sold an aggregate of 33,995 shares of common stock under the ATM Agreement at an average price of $0.34 per share of common stock for total proceeds of approximately $11,000. There are currently 8.1 million shares remaining available for issuance under the ATM Program. Equity Incentive Plans Under the Companyās Amended and Restated 2009 Equity Incentive Plan (the āEquity Planā) awards of the Companyās common stock may be made to officers, directors, employees, consultants and agents of the Company and its subsidiaries. The Company recognizes stock-based compensation costs using a graded vesting attribution method whereby costs are recognized over the requisite service period for each separately vesting portion of the award. The following table summarizes the status of the Companyās restricted stock grants issued under the Equity Plan at September 30, 2020 and the changes during the nine months then ended: Weighted Average Grant Date Fair Number of Value Per Restricted Stock Grants Shares Share Outstanding at December 31, 2019 318,003 $ 0.45 Granted during the period 300,000 0.42 Restrictions lifted during the period (297,333) 0.35 Forfeited during the period ā ā Outstanding September 30, 2020 320,670 $ 0.37 For the nine months ended September 30, 2020 the Company recognized approximately $90,000 of compensation expense related to the restricted stock grants. The Company expects to recognize additional compensation expense related to these awards of approximately $98,000 over the next 22 months. The grants made during the period were to 7 current employees, with one third of the grants vesting immediately on the grant date and one third vesting on each of the first and second anniversaries of the grant date. The restrictions lifted during the period include the 100,000 shares of current period grants that vested on the grant date. The remaining restrictions lifted during the period are related to grants made to the same 7 employees in prior years. The following table summarizes the status of the Companyās stock option grants issued under the Equity Plan at September 30, 2020 and the changes during the nine months then ended: Weighted Average Exercise Number of Price Per Equity Plan Options Shares Share Outstanding at December 31, 2019 30,310 $ 8.06 Granted during the period ā ā Forfeited or expired during period (30,310) $ 8.06 Exercised during period ā ā Outstanding September 30, 2020 ā $ ā Exercisable at end of period ā $ ā Granted and vested ā $ ā As of September 30, 2020, all of the prior stock options granted had expired. Also, pursuant to the Equity Plan, the Companyās Board of Directors adopted the Non-Employee Directorās Deferred Compensation and Equity Award Plan (the āDeferred Compensation Planā). Pursuant to the Deferred Compensation Plan the non-employee directors receive a portion of their compensation in the form of Restricted Stock Units (āRSUsā) issued The following table summarizes the status of the RSU grants issued under the Deferred Compensation Plan at September 30, 2020 and the changes during the nine months then ended: Weighted Average Grant Date Fair Number of Value Per Restricted Stock Units Shares Share Outstanding at December 31, 2019 2,830,038 $ 0.78 Granted during the period 780,000 0.40 Restrictions lifted during the period ā ā Forfeited during the period ā ā Outstanding September 30, 2020 3,610,038 $ 0.70 For the nine months ended September 30, 2020 the Company recognized approximately $233,000 of compensation expense related to the RSU grants. The Company expects to recognize additional compensation expense related to the RSU grants of approximately $135,000 over the next 9 months. Included in the RSUs granted during the period were 300,000 RSUs awarded to the directors in lieu of the annual cash retainer. Such RSUs vested upon grant and the Company recorded $120,000 of compensation expense related to the grant. Key Employee Long-Term Incentive Plan The Companyās 2013 Key Employee Long-Term Incentive Plan (the āKELTIPā) provides for the grant of units (āKELTIP Unitsā) to certain officers and key employees of the Company, which units will, once vested, entitle such officers and employees to receive an amount, in cash or in Company common stock (such method of settlement at the sole discretion of the Board of Directors) issued pursuant to the Companyās Equity Plan, measured generally by the price of the Companyās common stock on the settlement date. KELTIP Units are not an actual equity interest in the Company and are solely unfunded and unsecured obligations of the Company that are not transferable and do not provide the holder with any stockholder rights. Payment of the settlement amount of vested KELTIP Units is deferred generally until the earlier of a change of control of the Company or the date the grantee ceases to serve as an officer or employee of the Company. On February 26, 2019, the Company awarded a total of 705,000 KELTIP Units to two officers of the Company. Due to the Companyās desire to preserve its limited current cash reserves for funding expenditures related to its portfolio of exploration projects, the Company determined it no longer had the current intent to settle any of its outstanding KELTIP Units in cash. The Company now intends to settle all of the KELTIP Units, including those previously issued, in common stock of the Company, an option that the Board of Directors holds in its sole discretion so long as sufficient shares remain available under the Equity Plan. As a result, the Company recorded $254,000 of compensation expense, included in ā Stock based compensation ā in the Condensed Consolidated Statement of Operations for the KELTIP Units awarded on February 26, 2019 with a similar amount recorded as āAdditional Paid-in Capitalā in the Condensed Consolidated Statements of Changes in Equity. The Company has treated the previously awarded KELTIP Units as effectively modified at February 26, 2019. The Company marked-to-market the prior KELTIP Units as of that date and recorded approximately $227,000 of additional compensation expense, included in ā Stock based compensation ā in the Condensed Consolidated Statement of Operations and recorded approximately $583,000 as āAdditional Paid-in Capitalā in the Condensed Consolidated Statements of Changes in Equity, an amount representing the sum of the compensation expense recorded on February 26, 2019 and the liability for the KELTIP Units recorded at December 31, 2018. All KELTIP Units were recorded in equity at September 30, 2019. On May 21, 2020, the Company awarded a total of 1,400,000 KELTIP Units to two officers of the Company and recognized compensation expense of approximately $448,000. There were 3,725,000 and 2,325,000 KELTIP Units outstanding at September 30, 2020 and December 31,2019, respectively. Common stock warrants The following table summarizes the status of the Companyās common stock warrants at September 30, 2020 and the changes during the nine months then ended: Weighted Number of Average Exercise Underlying Price Per Common Stock Warrants Shares Share Outstanding at December 31, 2019 14,653,846 $ 0.39 Granted during the period ā ā Series A warrants 7,500,000 0.30 Series B warrants 3,750,000 0.30 Dilution adjustment ā ā Expired during period ā ā Exercised during period ā ā Outstanding September 30, 2020 25,903,846 $ 0.35 The warrants relate to prior and current registered offerings and private placements of the Companyās stock. As discussed above under āEquity ā Offering and private placementā, on April 20, 2020, the Company entered into a securities purchase agreement with certain institutional investors providing for the issuance and sale of 15,000,000 shares of the Companyās common stock and in a concurrent private placement transaction, the issuance of an aggregate of 11,250,000 warrants, ultimately consisting of 7,500,000 series A warrants and 3,750,000 series B warrants. Also as discussed above under āEquity ā Registered direct offeringā, on July 17, 2019, the Company issued 8,653,846 registered shares of common stock in a registered direct offering. In connection with the offering, each investor received an unregistered Series A warrant to purchase a share of common stock for each share of common stock purchased. Each Series A warrant is exercisable six months from the date of issuance and has a term expiring in January 2025. In May 2016, the Company issued 8.0 million registered shares of common stock at a purchase price of $0.50 per share in a registered direct offering resulting in gross proceeds of $4.0 million. In connection with the offering, each investor received an unregistered warrant to purchase three-quarters of a share of common stock for each share of common stock purchased. The resulting 6,000,000 warrant shares have an exercise price of $0.75 per share, became exercisable on November 7, 2016 and were exercisable until November 6, 2021, five years from the initial exercise date. In connection with the July 2019 registered direct offering discussed above, the Company agreed to exchange, on a one-for-one basis, 4,500,000 of the May 2016 warrants for Series B warrants to purchase 4,500,000 shares of common stock at an exercise price of $0.35 per share . Each Series B warrant is exercisable six months from the date of issuance and has a term expiring in May 2022. All outstanding warrants are recorded in equity at September 30, 2020 and December 31, 2019. |