3. Related Party | 3 Months Ended |
Mar. 31, 2014 |
Related Party Transactions [Abstract] | |
Related party | Material Supply Agreement |
|
On March 3, 2014, Can-Cal Resources entered into an amended Material Supply Agreement (“MSA”) with Candeo Lava Products, Inc. (“Candeo”), an Alberta, Canada Company controlled by a former Director and the brother of the Company’s current CEO. This amended MSA supersedes the original MSA entered into on April 9, 2013. The amended agreement entitles Candeo the exclusive right to purchase and remove up to 2,000,000 tons volcanic lava and cinders from Can-Cal’s Pisgah Mine Project during the agreement’s initial term of twenty (20) years. (The original agreement called for 1,000,000 tons during the initial term.) Provided Candeo has removed the initial amount during the primary term, Candeo is entitled the exclusive right to remove additional incremental amounts of 1,000,000 tons each. Candeo shall have the option to extend the term of the amended agreement for up to an additional thirty (30) years provided it is not in default under any of the provisions of the Agreement. |
|
The price that Candeo shall pay to Can-Cal per ton of material removed by Candeo shall be the greater of Fifteen Dollars ($15.00 USD) per ton and the Net Sales Margins per ton realized by Candeo as follows: |
|
| · | During the first year of the term, 35% of the Net Sales Margins; |
| · | During the second year of the term, 40% of the Net Sales Margins; |
| · | During the third year of the term, 45% of the Net Sales Margins; and |
| · | 50% of the Net Sales Margins thereafter. |
|
The original MSA’s price was 33 1/3% of the Net Sales Margin and fifteen US dollars ($15.00 USD) per ton throughout the term of the Agreement. |
|
The amended MSA also agrees that Candeo will pre-purchase a minimum of ten thousand (10,000) tons at a purchase price of fifteen dollars ($15.00 USD) per ton for a total payment of $150,000 USD per year in each of the first three years of the term. The pre-purchased material shall remain on the property until Candeo commences its production operations, which will be subject to all necessary regulatory and other approvals required to remove the Finished Material from the Property, such as permits, certified weigh scale, productions plan, environmental reclamation plan (if applicable) and insurance all of which shall be the responsibility and at the sole cost of Candeo. The pre-purchased payments will not be refundable to Candeo but shall be credited against the first production payments. The original agreement called for Candeo to pre-purchase thirteen thousand, three hundred and thirty-five (13,335) tons of the Finished Material during the first year of the Term at a purchase price of fifteen US dollars ($15 USD) per ton, for a total payment of two hundred and twenty-five thousand US dollars ($225,000 USD). |
|
On various dates from May 10, 2013 to December 31, 2013 and for the three months ended March 31, 2104, the Company received total proceeds of $66,940 from the prepaid sale of 4,460 tons of minerals at a price of $15 per ton. The materials have not been shipped as of the date of this filing. |
|
Management Changes |
|
On March 1, 2013, Dr. Michael Giuffre resigned from the Board of Directors. |
|
On February 27, 2013, Mr. William J. Hogan resigned from the Board of Directors. |
|
On August 12, 2012, Dr. Michael Giuffre was appointed to the Company’s Board of Directors. Compensation has not yet been determined. |
|
On April 17, 2012, the Company appointed Ron Schinnour to the Board of Directors. |
|
On January 30, 2012, the Company appointed Mr. Thompson MacDonald to the Board of Directors. Compensation has not yet been determined. |
|
Notes Payable, Related Parties |
|
From time to time we have received and repaid loans from Officers and Directors to fund operations. These related party debts are fully disclosed in Note 5 below. |
|
Compensation |
|
On July 1, 2010, the Company entered into a twelve month employment agreement, subject to automatic monthly renewals, with the Company’s CEO, G. Michael Hogan. The terms of the agreement include a fixed annual salary of $120,000. The Company may elect to satisfy payment in shares of common stock in lieu of cash at a market value equal to $0.10 above the average closing trading price of the common stock for the preceding five (5) days from the date of such election. No payments have been made in cash or stock to date. |
|
We owed accrued salaries to our CEO of $510,000 and $480,000 at March 31, 2014 and December 31, 2013, respectively. |
|
On June 30, 2010, the Company entered into a consulting agreement, with a Board of Director’s consulting firm, Futureworth Capital Corp. The terms of the agreement include annual compensation of $60,000, payable monthly. The Company may elect to satisfy payment in shares of common stock in lieu of cash at a market value equal to $0.10 above the average closing trading price of the common stock for the preceding five (5) days from the date of such election. No payments have been made in cash or stock to date. As of March 31, 2014, we owe Futureworth Capital Corp. $180,000, as included in accounts payable, related parties, for service prior to, and during the service period under the consulting agreement. Mr. William Hogan resigned from the Board of Directors on February 27, 2013, and his compensation via his consulting agreement terminated as of December 31, 2012. |
|
Share Based Compensation |
|
On September 30, 2012, the Company extended 2,439,920 previously granted and extended common stock warrants issued to the Company’s CEO, with an exercise price of $0.15 for an additional 21 months from their expiration on September 30, 2012. These warrants are fully vested and expire on June 30, 2014. The total estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 216% and a call option value of $0.0374, was $91,215 and was recognized as interest expense during the year ended December 31, 2012. |
|
On September 30, 2012, the Company extended a total of 1,301,312 previously granted and extended common stock warrants issued to the one of the Company’s directors, with an exercise price of $0.15 for an additional 21 months from their expiration on September 30, 2012. These warrants are fully vested and expire on June 30, 2014. The total estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 216% and a call option value of $0.0374, was $48,649 and was recognized as interest expense during the year ended December 31, 2012. |
|
On April 4, 2012, the Company sold 416,667 shares of its common stock and an equal number of warrants pursuant to unit offerings to a member of the Company’s Board of Directors in exchange for proceeds of $25,000. The warrants are exercisable over two years at an exercise price of $0.08 per share. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. |
|
On June 30, 2011, the Company extended 2,439,920 previously granted common stock warrants issued to the Company’s CEO, with an exercise price of $0.15 for an additional 15 months from their expiration on June 30, 2011. These warrants are fully vested and expire on September 30, 2012. The total estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 180% and a call option value of $0.0090, was $22,047 and was recognized as interest expense during the year ended December 31, 2011. These warrants were again extended for an additional 21 months with all other terms remaining consistent with these previously amended terms. |
|
On June 30, 2011, the Company extended a total of 1,301,312 previously granted common stock warrants issued to the one of the Company’s directors, with an exercise price of $0.15 for an additional 15 months from their expiration on June 30, 2011. These warrants are fully vested and expire on September 30, 2012. The total estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 180% and a call option value of $0.0090, was $11,758 and was recognized as interest expense during the year ended December 31, 2011. These warrants were again extended for an additional 21 months with all other terms remaining consistent with these previously amended terms. |