Note 10 - Stock Options and Warrants | 9 Months Ended |
Sep. 30, 2014 |
Notes | ' |
Note 10 - Stock Options and Warrants | ' |
NOTE 10 - STOCK OPTIONS AND WARRANTS |
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Option Activity |
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A summary of the option activity is presented below: |
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| | | Weighted | |
| | Weighted | Average | |
| | Average | Remaining | Aggregate |
| Number of | Exercise | Contractual | Intrinsic |
| Options | Price ($) | Life (in years) | Value ($) |
Outstanding, December 31, 2013 | 700,000 | 2.5 | 4.07 | |
Granted | 600,000 | | | |
Exercised | - | | | |
Forfeited/Canceled | - | | | |
Outstanding, September 30, 2014 | 1,300,000 | 2.5 | 3.66 | 13,650,000 |
Exercisable, September 30, 2014 | 850,000 | 2.5 | 3.66 | 4,725,000 |
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The following table summarizes information about options outstanding at September 30, 2014: |
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Options Outstanding | |
| | Weighted | Weighted | |
| | Average | Average | |
Exercise | Number of | Remaining | Exercise | |
Price ($) | Shares | Life (Years) | Price ($) | |
2.5 | 1,300,000 | 3.66 | 2.5 | |
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The following table summarizes information about options exercisable at September 30, 2014: |
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Options Exercisable | |
| | Weighted | Weighted | |
| | Average | Average | |
Exercise | Number of | Remaining | Exercise | |
Price ($) | Shares | Life (Years) | Price ($) | |
2.5 | 850,000 | 3.66 | 2.5 | |
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On June 23, 2013, the Company entered into an employment agreement with Martin Oring, who also acts as a director of the Company, in which Mr. Oring was appointed the CEO of the Company. In exchange for Mr. Oring’s services, he received an option to purchase 600,000 shares of restricted common stock of the Company at an exercise price of $2.50 with a five year term. 50,000 options shares vested each month the employment agreement remained in effect through June 30, 2014. On August 18, 2014, the Company and Mr. Oring entered into a new employment agreement in which Mr. Oring shall continue to act as the Company’s CEO in exchange for a new options. Pursuant to the new agreement entered into on August 18, 2014, the Company issued to Mr. Oring an additional option to purchase 600,000 shares of restricted common stock of the company at an exercise price of $2.50 with a five year term. 50,000 of such options shares vested immediately on the date of grant for Mr. Oring’s services provided in July 2014. Theremaining option shares shall vest in monthly installments of 50,000 commencing August 31, 2014 and continuing thereafter every month Mr. Oring’s employment agreement remains in effect. |
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During the three and nine months ended September 30, 2014, the Company recorded $2,237,752 and $3,205,706, respectively, of share based compensation. During the three and nine months ended September 30, 2013, the Company recorded $455,021 and $483,977, respectively, of share based compensation. |
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As of September 30, 2014, the unamortized balance is $6,713,252 which will be expensed through June 30, 2015. |
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Warrant Activity |
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A summary of warrant activity is presented below: |
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| | | Weighted | |
| | Weighted | Average | |
| | Average | Remaining | Aggregate |
| Number of | Exercise | Contractual | Intrinsic |
| Warrants | Price ($) | Life (in years) | Value ($) |
Outstanding, December 31, 2013 | 11,558,000 | 4.5 | 2.21 | |
Granted | 3,444,992 | 2.99 | | |
Exercised | - | - | | |
Forfeited/Canceled | -425,000 | 2.62 | | |
Outstanding, September 30, 2014 | 14,577,992 | 4.69 | 2.21 | 120,212,916 |
Exercisable, September 30, 2014 | 8,274,664 | 2.86 | 2.43 | 83,899,972 |
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The following tables summarize information about warrants outstanding at September 30, 2014: |
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Warrants Outstanding | |
| | Weighted | Weighted | |
| | Average | Average | |
Exercise | Number of | Remaining | Exercise | |
Price ($) | Shares | Life (Years) | Price ($) | |
2.5 | 4,909,992 | 2.71 | 2.5 | |
3 | 2,303,000 | 1.74 | 3 | |
4 | 1,175,000 | 3.43 | 4 | |
5.35 | 4,670,000 | 1.12 | 5.35 | |
6 | 20,000 | 2.59 | 6 | |
12.95 | 1,500,000 | 3.78 | 12.95 | |
| 14,577,992 | | | |
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The following table summarizes information about warrants exercisable at September 30, 2014: |
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Warrants Exercisable | |
| | Weighted | Weighted | |
| | Average | Average | |
Exercise | Number of | Remaining | Exercise | |
Price ($) | Shares | Life (Years) | Price ($) | |
2.5 | 4,776,664 | 2.51 | 2.5 | |
3 | 2,303,000 | 1.74 | 3 | |
4 | 1,175,000 | 3.43 | 4 | |
6 | 20,000 | 2.59 | 6 | |
| 8,274,664 | | | |
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SAI Consulting |
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During the three and nine months ended September 30, 2014, the Company recorded $0 and $80,537, respectively of consulting expense related to the vested warrants for SAI Consulting. |
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GEM Global Yield Fund |
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The Company and GEM Global Yield Fund, a member of the Global Emerging Markets Group (“GEM”), entered into a financing commitment on August 31, 2011, whereby GEM would provide and fund the Company with up to $400 million, through a common stock subscription agreement (the “Commitment”), for the Company’s African acquisition activities. |
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As further consideration for GEM’s execution of the Commitment Agreements, on July 11, 2013 GEM and GEM affiliates received common stock purchase warrants to purchase an additional 1,500,000 shares of common stock of the Company (“Additional Warrants”). The Additional Warrants vest on July 11, 2014, expire after five years and have an exercise price equal to the 30 day average trading price of the Company’s common stock on July 11, 2014 with a ceiling of $8. At September 30, 2014, the 30 day average trading price was greater than $8; therefore, the Company used $8 as the exercise price. If the shares underlying the Additional Warrant are not registered within 24 months of July 11, 2013, the expiration date will be extended for each additional day the shares underlying Additional Warrant remain unregistered after 24 months. |
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The fair value of the 1,500,000 Additional Warrants was determined to be $19,085,444 at the vesting date of July 11, 2014 using the Black-Scholes option pricing model with the following assumptions: |
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· Expected life of 4.00 years |
· Volatility of 220%; |
· Dividend yield of 0%; |
· Risk free interest rate of 0.92% |
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The remaining fair value was amortized through the vesting period of July 11, 2014. The Company recognized a gain of $890,026 for the three months ended September 30, 2014 and expensed $13,415,380 during the nine months ended September 30, 2014 and expensed $5,670,064 during the year ended December 31, 2013 for a cumulative expense of $19,085,444. |
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DVIBRI |
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Pursuant to the consulting agreement with DVIBRI the Company issued warrants to purchase 199,992 shares of the Company’s common stock with 16,666 warrants vesting each month. The warrants have an exercise price of $2.50 and expire on June 30, 2017. The Company expensed $649,541 and $1,582,678 for thethree and nine months ended September 30, 2014, respectively. The fair value of the 116,662 warrants that vested during the nine months ended September 30, 2014 was determined to be $1,582,678 using the Black-Scholes option pricing model with the following assumptions: |
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· Expected life of between 9.76 and 10 years |
· Volatility of between 200% and 221%; |
· Dividend yield of 0%; |
· Risk free interest rate between 2.52% and 2.53% |
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Mark Bitter |
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On April 1, 2014, the Company entered into a consulting agreement with Mark Bitter (“Bitter”). In exchange for consulting services, the Company issued to Bitter a warrant to purchase an aggregate of 20,000 restricted shares of the Company’s common stock, which vest and become exercisable on May 1, 2014 at $6.00 per share, and expire on May 1, 2017. |
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The fair value of the 20,000 warrants that vested during the quarter was determined to be $330,499 using the Black-Scholes option pricing model with the following assumptions: |
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· Expected life of 3 years |
· Volatility of 253%; |
· Dividend yield of 0%; |
· Risk free interest rate of 0.86% |
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The fair value was recorded as consulting expense in the accompanying condensed consolidated financial statements. |
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Vicki P. Rollins |
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As discussed in Note 4, on September 1, 2014, the Company issued to Rollins an aggregate of 250,000 new warrants pursuant to a loan extension and amendment. The fair value of the 250,000 warrants was $3,212,284 using the Black-Scholes option pricing model with the following assumptions: |
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· Expected life of 4.09 years |
· Volatility of 220%; |
· Dividend yield of 0%; |
· Risk free interest rate of 0.90% |
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The fair value was recorded as an interest and finance cost in the accompanying condensed consolidated financial statements. |
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BAS Securities, LLC |
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On August 1, 2014, the Company issued to BAS Securities, LLC (“BAS”), one of the Company’s advisors, 500,000 warrants to purchase restricted shares of its common stock at $4.00 a share, vesting immediately and expiring after four years. The warrants were provided for BAS continuous support in providing consulting services to the Company. The Company determined the fair value at the date of grant to be $6,404,466 using the Black-Scholes option pricing model with the following assumptions: |
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· Expected life of 4 years |
· Volatility of 220%; |
· Dividend yield of 0%; |
· Risk free interest rate of 0.94% |
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The fair value was recorded as consulting expense in the accompanying condensed consolidated financial statements. |
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Furthermore, pursuant to an agreement effective August 1, 2014, the Company amended the terms of its August 1, 2013 consulting agreement with BAS to appoint BAS as a non-exclusive M&A advisor for the Company. In exchange for the provision of such M&A advisory services, at the close of certain potential acquisitions, BAS shall receive a cash fee equal to 1%-2% of the total size of the acquisition, plus warrant coverage equal to 3.75% of the total amount of the acquisition, divided by 2.5 and at an exercise price of $4.00 per share. Such warrants will have piggy-back registration rights, vest immediately and expire July 31, 2018. |
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Clouding |
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On August 20, 2014, the Company entered into a settlement agreement for full cancellation and satisfaction of the Clouding Loan and related agreements. Pursuant to the settlement agreement, the Company issued 1,775,000 warrants to Clouding and certain related parties. Details of such warrants are discussed further in Note 5 and Note 7 above. |
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LowCal |
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Pursuant to the third amendment to the LowCal loan agreement as discussed in Note 5, the Company issued to LowCal a warrant to purchase 500,000 restricted shares of common stock at $4.00 per share, expiring August 14, 2017. The Company determined the fair value of the 500,000 warrants to be $7,293,271 using the Black-Scholes option pricing model with the following assumptions: |
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· Expected life of 3 years |
· Volatility of 220%; |
· Dividend yield of 0%; |
· Risk free interest rate of 0.87% |
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Professional Pension Fund, LLC |
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On September 11, 2014, in exchange for financial advisory services provided, the Company issued to Professional Pension Fund, LLC, a warrant to purchase an aggregate of 200,000 restricted shares of the Company’s common stock at an exercise price of $2.50, which vest and become exercisable on September 11, 2014 and expire on September 11, 2017. |
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The fair value of the 200,000 warrants was determined to be $2,766,726 using the Black-Scholes option pricing model with the following assumptions: |
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· Expected life of 3 years |
· Volatility of 220%; |
· Dividend yield of 0%; |
· Risk free interest rate of 1.07% |
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The fair value was recorded as consulting expense in the accompanying condensed consolidated financial statements. |