Note 11 - Stock Options and Warrants | 12 Months Ended |
Dec. 31, 2014 |
Notes | |
Note 11 - Stock Options and Warrants | NOTE 11 - 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, 2011 | - | - | - | |
Granted | 100,000 | 2.5 | - | |
Exercised | - | - | - | |
Forfeited/Canceled | - | - | - | |
Outstanding, December 31, 2012 | 100,000 | 2.5 | 2.58 | |
Granted | 600,000 | 2.5 | - | |
Exercised | - | - | - | |
Forfeited/Canceled | - | - | - | |
Outstanding, December 31, 2013 | 700,000 | 2.5 | 4.07 | |
Granted | 600,000 | 2.5 | | |
Exercised | - | | | |
Forfeited/Canceled | - | | | |
Outstanding, December 31, 2014 | 1,300,000 | 2.5 | 3.81 | 5,200,000 |
Exercisable, December 31, 2014 | 1,000,000 | 2.5 | 3.58 | 4,000,000 |
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The following table summarizes information about options outstanding at December 31, 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 | 3.81 | 2.5 | |
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The following table summarizes information about options exercisable at December 31, 2014: |
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Options Exercisable | |
| | Weighted | Weighted | |
| | Average | Average | |
Exercise | Number of | Remaining | Exercise | |
Price ($) | Shares | Life (Years) | Price ($) | |
2.5 | 1,000,000 | 3.58 | 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 valued at $1,935,908. 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 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 valued at $1,935,908 . 50,000 of such options vested immediately on the date of grant for Mr. Oring’s services provided in July 2014. The remaining options 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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The assumptions used in calculating the fair value of options granted using the Black-Scholes option- pricing model for options granted during the years ended December 31, 2014, 2013 and 2012 are as follows: |
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| December 31, | |
| 2014 | 2013 | 2012 | |
Risk-free interest rate | 0.73% | 0.73% | 0.39% | |
Expected life of the options (Years) | 4.95 | 3 | 3 | |
Expected volatility | 220% | 214% | 214% | |
Expected dividend yield | 0% | 0% | 0% | |
Expected forfeitures | 0% | 0% | 0% | |
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The weighted average grant-date fair value for the options granted during the years ended December 31, 2014, 2013 and 2012, was $14.92, $3.23 and $0.04, respectively. |
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During the years ended December 31, 2014, 2013 and 2012, the Company recorded $5,443,458, $967,954, and $3,964, respectively, of share based compensation. |
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As of December 31, 2014, the unamortized balance is $4,475,501 which will be expensed through June 30, 2015. |
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Warrant Activity |
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A summary of warrant activity is presented below: |
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| | | Weighted | |
| | Weighted | Average | |
| | Average | Remaining | Aggregate |
| Number of | Exercise | Contractual | Intrinsic |
| Warrants | Price ($) | Life (in years) | Value ($) |
Outstanding, December 31, 2011 | - | - | - | |
Granted | 9,668,000 | 4 | - | |
Exercised | - | - | - | |
Forfeited/Canceled | - | - | - | |
Outstanding, December 31, 2012 | 9,668,000 | - | - | |
Granted | 1,890,000 | 7.18 | - | |
Exercised | - | - | - | |
Forfeited/Canceled | - | - | - | |
Outstanding, December 31, 2013 | 11,558,000 | 4.5 | 2.21 | |
Granted | 3,444,992 | 2.99 | | |
Exercised | - | - | | |
Forfeited/Canceled | -425,000 | 2.62 | | |
Outstanding, December 31, 2014 | 14,577,992 | 4.69 | 1.96 | 36,008,468 |
Exercisable, December 31, 2014 | 9,874,660 | 4.39 | 2.45 | 30,514,640 |
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The following tables summarize information about warrants outstanding at December 31, 2014: |
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Warrants Outstanding | | | |
| | Weighted | Weighted | |
| | Average | Average | |
Exercise | Number of | Remaining | Exercise | |
Price ($) | Shares | Life (Years) | Price ($) | |
2.5 | 4,909,992 | 2.46 | 2.5 | |
3 | 2,303,000 | 1.48 | 3 | |
4 | 1,175,000 | 3.17 | 4 | |
5.35 | 4,670,000 | 0.87 | 5.35 | |
6 | 20,000 | 2.33 | 6 | |
12.95 | 1,500,000 | 3.53 | 12.95 | |
| 14,577,992 | | | |
| | | | |
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The following table summarizes information about warrants exercisable at December 31, 2014: |
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Warrants Exercisable | | | |
| | Weighted | Weighted | |
| | Average | Average | |
Exercise | Number of | Remaining | Exercise | |
Price ($) | Shares | Life (Years) | Price ($) | |
2.5 | 4,876,660 | 2.41 | 2.5 | |
3 | 2,303,000 | 1.48 | 3 | |
4 | 1,175,000 | 3.17 | 4 | |
6 | 20,000 | 2.33 | 6 | |
12.95 | 1,500,000 | 3.53 | 12.95 | |
| 9,874,660 | | | |
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Warrant Activity |
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On May 22, 2012, pursuant to the terms of the loan payable as discussed in Note 5 with Vicki P. Rollins, the Company issued a fully vested warrant to purchase 175,000 shares of the Company’s common stock at an exercise price of $2.50 per share expiring two (2) years from the date of issuance. The fair value of the warrant at the date of grant was determined to be $4,675. |
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On August 2, 2012, pursuant to the term of the loan payable as discussed in Note 5 with Babcock, the Company issued a fully vested warrant to purchase 20,000 shares of the Company’s common stock at an exercise price of $2.50 per share expiring three (3) years from the date of issuance. The fair value of the warrant at the date of grant was determined to be $793. |
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On August 2, 2012, pursuant to the term of the consulting agreement with John Linton, the Company issued a fully vested warrant to purchase 100,000 shares of the Company’s common stock at an exercise price of $3.0 per share expiring two (2) years from the date of issuance. The fair value of the warrant at the date of grant was determined to be $2,542 |
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On December 26, 2012, pursuant to the Oil & Gas Services Agreement with Clouding, the Company issued Clouding a warrant to purchase 1,000,000 shares of common stock with a three-year term and an exercise price of $3.00 per share. The warrant will not be exercisable unless and until the Stock Split has been effectuated, and the warrant expires on December 25, 2015. By its terms, neither the exercise price nor the number of shares issuable upon exercise shall be increased or decreased upon the occurrence of the Stock Split contemplated in the Merger Agreement. The Company recorded an expense of $2,743 for the vested warrants based on the fair value of the warrants at the date of grant. |
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The fair value of the above grants was estimated the Black-Scholes option-pricing model with the following assumptions: |
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| · | Expected life of 3 years | | |
| · | Volatility of 214%; | | |
| · | Dividend yield of 0%; | | |
| · | Risk free interest rate of 0.33% | | |
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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 dollars, through a common stock subscription agreement (the “Commitment”), for the Company’s African acquisition activities. |
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The Company and GEM formalized the Commitment by way of a definitive Common Stock Purchase Agreement and Registration Rights Agreement, both dated as of July 11, 2013 (collectively referred to as the “Commitment Agreements”). Together with formalizing the Commitment, pursuant to the Commitment Agreements and subject to certain restrictions contained therein, the Commitment may be drawn down at the Company’s option as the Company issues shares of common stock to GEM in return for funds. |
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Under the agreed upon structure, and subject to certain prerequisites, the Company controls the timing and amount of any drawdown, and the funds withdrawn by the Company may be used to acquire any oil and gas assets the Company identifies, publicly or privately owned, national or international, as well as for working capital purposes. |
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In consideration of GEM’s continued support of the Company and their lack of termination of or withdrawal from the Commitment between August 31, 2011 and November 21, 2012, the Company issued to GEM and a GEM affiliate a total of six common stock purchase warrants to purchase a total of 8,372,000 shares of common stock. Two of the warrants to purchase a total of 2,399,000 shares vested in 2012. The Company recorded an expense for the year ended December 31, 2012 of $6,298 for the vested warrants based on the fair value of the warrants at the date of grant. The fair value was estimated the Black-Scholes option-pricing model with the following weighted average assumptions: |
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| · | Expected life of 3 years | | |
| · | Volatility of 214%; | | |
| · | Dividend yield of 0%; | | |
| · | Risk free interest rate of 0.33% | | |
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The vesting conditions of the four remaining warrants were amended with the Commitment Agreements. The following summarizes the amendments made on July 11, 2013 to the four warrants issued in 2012 in connection with the Commitment Agreements of which 1,303,000 warrants vested in 2013, and 4,670,000 warrants remain unvested as of December 31, 2014: |
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| · | The GEM B Warrant: The Company issued a warrant to purchase 651,500 shares of common stock of the Company, par value $0.0001 per share, to GEM at an exercise price of $3.00 per share (the “GEM B Warrant”). As amended, the GEM B Warrant’s vesting conditions were altered so that the GEM B Warrant vested on July 11, 2013. The other terms and conditions of the original GEM B Warrant remain unaltered. | | |
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| · | The 590 Partners B Warrant: The Company issued a warrant to purchase 651,500 shares of common stock of the Company, par value $0.0001 per share, to 590 Partners at an exercise price of $3.00 per share (the “590 Partners B Warrant”). All of the terms in the 590 Partners B Warrant for vesting, exercise, expiration and anti-dilution are identical to those in the GEM B Warrant, as amended. | | |
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| · | The GEM C Warrant: The Company issued a warrant to purchase 2,335,000 shares of common stock of the Company, par value $0.0001 per share, to GEM at an exercise price of $5.35 per share (the “GEM C Warrant”). Prior to its amendment, the GEM C Warrant would vest only upon the Company acquiring certain rights to oil and gas in Ghana. As amended, the GEM C Warrant will vest upon either of the following dates: (i) the date that the Company, or a subsidiary or affiliate of the Company, and the Ghanaian Ministry of Energy receive ratification from the Ghanaian Parliament for acquiring a block concession for oil and gas exploration; or (ii) the Company or a Subsidiary closes a deal to acquire assets having a cost greater than $40,000,000. Prior to its amendment, the GEM C Warrant also provided the Company with an option to elect to shorten the term of the GEM C Warrant (the “Company Shortening Option”), so long as certain terms and conditions had been satisfied. The amendment changed some of the terms and conditions that must be satisfied prior to the Company’s use of its Company Shortening Option. As amended, the Company may elect to shorten the term of the GEM C Warrant by moving the expiration date to the date six months (plus any additional days added if the underlying shares remain unregistered after 270 days) from the day that all of the following conditions have been satisfied: (i) either of the preconditions to vesting set forth above have been satisfied; (ii) the Company has publicly announced the ratification set forth in (i); (iii) the shares issuable upon exercise of the GEM C Warrant are subject to an effective registration statement; and (iv) the Company provides notice to GEM of its election to shorten the term within twenty business days of the last of the conditions in (i), (ii) and (iii) to occur. The other terms and conditions of the original GEM C Warrant remain unaltered. These options have not vested as of December 31, 2014. | | |
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| · | The 590 Partners C Warrant: The Company issued a warrant to purchase 2,335,000 shares of common stock of the Company, par value $0.0001 per share, to 590 Partners at an exercise price of $5.35 per share (the “590 Partners C Warrant”). All of the terms in the 590 Partners C Warrant for vesting, exercise, expiration and anti-dilution are identical to those in the GEM C Warrant, as amended. | | |
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| · | The Company recorded as consulting expense the fair value of the 1,303,000 GEM B Warrants and the 590 Partners B Warrants which vested on July 11, 2013 pursuant to the amended agreements. The fair value was determined to be $4,095,407 using the Black-Scholes option pricing model with the following assumptions: | | |
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| · | Expected life of 3.34 years | | |
| · | Volatility of 214%; | | |
| · | Dividend yield of 0%; | | |
| · | Risk free interest rate of 0.65% | | |
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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 with a ceiling of $8, 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. 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 $11,965,068 using the Black-Scholes option pricing model with the following assumptions: |
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| · | Expected life of 4.53 years | | |
| · | Volatility of 277%; | | |
| · | Dividend yield of 0%; | | |
| · | Risk free interest rate of 1.79% | | |
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During the year ended December 31, 2013, the Company amortized $5,670,064 of the costs. |
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On the vesting date of July 11, 2014, the Company calculated the fair value of the 1,500,000 Additional Warrants to be $19,085,444 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 expensed $13,415,380 during the year ended December 31, 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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Pursuant to the Commitment Agreements, the Company must use commercially reasonable efforts to uplist to the NYSE, NASDAQ or AMEX stock exchange within 270 days of July 11, 2013, and then to file a registration statement covering the shares and warrants referenced in the Commitment Agreements within 30 days of uplisting. The Company further agreed to pay to GEM a Structuring Fee equal to $4 million, which must be paid on the 18 month anniversary of July 11, 2013 regardless of whether the Company has drawn down from the Commitment at that time. At the Company’s election, the Company may elect to pay the structuring fee in common stock of the Company at a per share price equal to ninety percent of the average closing trading price of the Company’s common stock for the thirty-day period immediately prior to the 18 month anniversary of July 11, 2013. As of January 11, 2015, the 18 month anniversary date of the agreement, the Company had not met this requirement and may now become liable for payment of this structuring fee to GEM. |
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SAI Geoconsulting |
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On January 21, 2013, the Company entered into a consulting agreement with SAI Geoconsulting, Inc. (“SAI”). The Company retained SAI on a non-exclusive basis to provide consulting support and advisory services for oil and gas activities. The agreement commenced on January 15, 2013 and continues for 24 months. Upon SAI’s execution of the agreement, SAI received a warrant to purchase up to 250,000 shares of the Company’s common stock at a strike price of $2.50 per share. The warrant was exercisable upon effectuation of the Stock Split, and the warrant expires on January 17, 2018. So long as the Stock Split has been effectuated, 50,000 warrants vest annually every January 21st, commencing on January 21, 2013 and ending January 21, 2017. The consulting agreement was terminated on March 14, 2014. |
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The fair value of the 250,000 warrants will be expensed over the vesting period. The fair value of the 50,000 warrants that vested on May 20, 2013 was determined to be $167,527 using the Black-Scholes model with the following assumptions: |
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· Dividend yield of 0% |
· Expected volatility of 214% |
· Risk-free interest rate of 0.85% |
· Expected life of 4.67 years |
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The fair value of the remaining 200,000 warrants at December 31, 2013 was determined to be $1,595,500, of which $380,658 was recognized during the year ended December 31, 2013. The fair value was determined using the Black-Scholes model with the following assumptions: |
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· Dividend yield of 0% |
· Expected volatility of 277% |
· Risk-free interest rate of 1.75% |
· Expected life of 4.05 years |
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Agra |
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On November 6, 2013, the Company issued 100,000 warrants to Agra pursuant to their consulting agreement related to the closing of the LowCal convertible notes. The warrants have an exercise price of $4.00, vest immediately and expire on July 31, 2018. The fair value of the 100,000 warrants was determined to be $853,548, which was recorded as “Interest and finance costs” on the accompanying consolidated statement of operations for the year ended December 31, 2013. The fair value was determined using the Black-Scholes model with the following assumptions: |
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· Dividend yield of 0% |
· Expected volatility of 277% |
· Risk-free interest rate of 1.34% |
· Expected life of 4.73 years |
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DVIBRI |
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Pursuant to a consulting agreement entered into with DVIBRI in 2013, 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 $1,881,325 for the year ended December 31, 2014. The fair value of the 166,660 warrants that vested during the year ended December 31, 2014 was determined to be using the Black-Scholes option pricing model with the following assumptions: |
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· Expected life of between 2.5 and 3 years |
· Volatility of between 188% and 221%; |
· Dividend yield of 0%; |
· Risk free interest rate between 1.10% 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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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 consolidated financial statements during the year ending December 31, 2014. |
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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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Vicki P. Rollins |
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As discussed in Note 5, 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 $3,212,283 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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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 6 above. |
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LowCal |
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Pursuant to the third amendment to the LowCal loan agreement as discussed in Note 4, 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 $7,293,270 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 $2,766,716 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% |