Note 12 - Stock Options and Warrants | NOTE 12 - STOCK OPTIONS AND WARRANTS Option Activity A summary of option activity is presented below: Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Options Price ($) Life (in years) Value ($) Outstanding, December 31, 2012 100,000 2.50 2.58 Granted 600,000 2.50 Exercised - Forfeited/Canceled - Outstanding, December 31, 2013 700,000 2.50 4.07 Granted 600,000 2.50 Exercised - Forfeited/Canceled - Outstanding, December 31, 2014 1,300,000 2.50 3.81 Granted 25,000 2.50 Exercised - Forfeited/Canceled - Outstanding, December 31, 2015 1,325,000 2.50 3.08 2,186,250 Exercisable, December 31, 2015 1,325,000 2.50 3.08 2,186,250 The following table summarizes information about options outstanding at December 31, 2015: Options Outstanding Weighted Weighted Average Average Exercise Number of Remaining Exercise Price ($) Shares Life (Years) Price ($) 2.50 1,325,000 2.82 2.50 The following table summarizes information about options exercisable at December 31, 2015: Options Exercisable Weighted Weighted Average Average Exercise Number of Remaining Exercise Price ($) Shares Life (Years) Price ($) 2.50 1,325,000 2.82 2.50 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 agreed to continue to act as the Company's CEO in exchange for new options. Pursuant to the new agreement entered, 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 $8,951,004. 50,000 of such options vested immediately on the date of grant for Mr. Oring's services provided in July 2014 and the remaining options vested through June 30, 2015. On February 11, 2015, Sudhir Vasudeva was granted an option to purchase 25,000 restricted shares of the Company's common stock in exchange for his services as a director of the Company. Such options were valued at $98,226 using a Black-Scholes valuation model, vested fully on the date of issuance, have an exercise price of $2.50 per share and expire on May 1, 2016. Furthermore, on February 11, 2015, the Company extended the expiration date of an aggregate of 100,000 options which had previously been granted and vested to certain directors of the Company at an exercise price of $2.50 per share, and which were set to expire on May 1, 2015. As extended, such options now also expire on May 1, 2016. The value of the extension of the options was calculated as $99,684 using a Black-Scholes valuation model. 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, 2015, 2014 and 2013 are as follows: December 31, 2015 2014 2013 Risk-free interest rate 1.10% 0.73% 0.73% Expected life of the options (Years) 1.22 4.95 3 Expected volatility 182% 220% 214% Expected dividend yield 0% 0% 0% Expected forfeitures 0% 0% 0% The weighted average grant-date fair value for the options granted during the years ended December 31, 2015, 2014 and 2013, was $3.93, $14.92 and $3.23, respectively. During the years ended December 31, 2015, 2014 and 2013, the Company recorded $4,673,412, $5,443,458 and $967,954, respectively, of share based compensation. As of December 31, 2015, there is no unamortized balance related to future stock based compensation for options previously granted. Warrant Activity A summary of warrant activity is presented below: Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Warrants Price ($) Life (in years) Value ($) Outstanding, December 31, 2012 9,668,000 Granted 1,890,000 7.18 Exercised - Forfeited/Canceled - Outstanding, December 31, 2013 11,558,000 4.50 2.21 Granted 3,444,992 2.99 Exercised - Forfeited/Canceled (425,000) 2.62 Outstanding, December 31, 2014 14,577,992 4.69 1.96 Granted 2,125,000 2.39 Exercised - Forfeited/Canceled (8,090,000) 4.21 Outstanding, December 31, 2015 8,612,992 3.25 2.66 11,237,988 Exercisable December 31, 2015 8,612,992 3.25 2.66 11,237,988 The following tables summarize information about warrants outstanding and exercisable at December 31, 2015: Warrants Outstanding Weighted Weighted Average Average Exercise Number of Remaining Exercise Price ($) Shares Life (Years) Price ($) 2.00 2,775,000 (1) 2.77 2.00 2.50 2,889,992 3.41 2.50 3.00 1,353,000 0.99 3.00 4.00 75,000 2.59 4.00 6.00 20,000 1.59 6.00 7.15 1,500,000 2.53 7.15 8,612,992 (1) Includes 1,775,000 warrants that include an anti-dilution provision that would reduce the exercise price if the Company were to issue additional equities at a price below the exercise price which is in effect at the time of the issuance of the additional equities. See Note 9. The current exercise price for these 1,775,000 warrants is $2.00 per share. GEM Global Yield Fund The Company and GEM, a member of the Global Emerging Markets Group, entered into a financing commitment on August 31, 2011, whereby it was anticipated 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. 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. No funds under this agreement have been drawn down to date. In consideration of the agreement, the Company issued to GEM and a GEM affiliate a total of three common stock purchase warrants to purchase a total of 8,372,000 shares of common stock as follows: · GEM A Warrants with a fair valued of $6,298 were issued to purchase a total of 2,399,000 shares of the Company's common stock and vested in 2012. These warrants expired on November 12, 2015; · GEM B Warrants with a fair value of $4,095,407 were issued to purchase 1,303,000 shares of common stock of the Company at an exercise price of $3.00 per share that vested in 2013; · GEM C Warrants to purchase 4,670,000 shares of common stock of the Company, at an exercise price of $5.35 per share, that would vest only upon the Company upon certain conditions described below. These warrants expired on November 12, 2015 prior to vesting. The fair value of the warrants issued in 2013 was determined using the Black-Scholes option pricing model with the following assumptions: Expected life of 3.34 years Volatility of 214%; Dividend yield of 0%; Risk free interest rate of 0.65% The Company issued warrants to purchase 4,670,000 shares of common stock of the Company 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 warrants expired on November 12, 2015 prior to vesting. 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 vested on July 11, 2014 with a ceiling of $8.00, 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 were 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. The fair value of the 1,500,000 Additional Warrants was determined to be $19,085,444 using the Black-Scholes option pricing model with the following assumptions: Expected life of 4.00 years Volatility of 220%; Dividend yield of 0%; Risk free interest rate of 0.92% 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. Pursuant to the Commitment Agreements, the Company was required to 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 was to 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 90% 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 (see Note 13). Warrants Issued to Consultants AGRA and BAS Agreements Pursuant to a consulting agreement effective as of August 1, 2013, as subsequently amended from time to time (the " BAS Agreement "), between the Company, AGRA Capital, LLC (" AGRA ") and BA Securities, LLC ("BAS"), AGRA and BAS agreed to provide certain financial advisory services to the Company. On April 6, 2015, and as subsequently amended through September 28, 2015, the Company entered into an agreement ("Agreement ") with Mr. Konstant, AGRA, BAS, Jeff Ahlholm, and Lloyd Brian Hannan (AGRA, BAS, Mr. Ahlholm and Mr. Hannan are collectively referred to herein as "BAS and Agents"). The Agreement terminated the BAS Agreement in its entirety. The Agreement further provides that, in the event that the Company completes certain acquisitions or financings on or prior to April 7, 2017, then additional cash and warrant compensation will be paid to BAS and Agents. Further, in consideration for advisory services previously rendered, the Company issued an aggregate of 1,500,000 warrants to BAS and Agents, all vesting immediately with an exercise price of $2.50 per share and an expiration date of May 1, 2019. The fair value of the warrants was determined to be $7,307,825 using a Black-Scholes model. Pursuant to the Agreement, the Company also extended the expiration date of another 600,000 warrants currently held by BAS and Agents to May 1, 2019, and reduced the exercise price from $4.00 per share to $2.50 per share. The fair value of the extension and modification of these warrants was determined to be $121,339. The Company used the following assumptions in determining the fair value: · Expected life of 3.32 to 4.07 years · Volatility of 182%; · Dividend yield of 0%; · Risk free interest rate of 1.10% BAS Securities, LLC On August 1, 2014, the Company issued to BAS, 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: · Expected life of 4 years · Volatility of 220%; · Dividend yield of 0%; · Risk free interest rate of 0.94% The fair value was recorded as consulting expense in the accompanying consolidated financial statements during the year ending December 31, 2014. 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. Other Consultants During the year ended December 31, 2015, the Company issued a total of 125,000 warrants to consultants with an aggregate fair value of $577,897 and recorded as expense during the year ended December 31, 2015. In addition, warrants previously issued to a consultant in 2014 with a fair value of $150,223 vested during the period and were recorded as expense during the year ended December 31, 2015. The fair values of the warrants granted in 2015 were determined using the Black-Scholes option pricing model with the following assumptions: · Expected life of 3-5 years · Volatility of 179%-182%; · Dividend yield of 0%; · Risk free interest rate of 1.01% - 1.10% During the year ended December 31, 2014, the Company issued a total of 419,999 warrants to consultants with an aggregate fair value of $4,978,540 and recorded as expense during the year ended December 31, 2014. In addition, warrants previously issued to a consultant in 2013 with a fair value of $80,521 vested and were recorded as expense during the year ended December 31, 2014. The fair values of the warrants granted in 2014 were determined using the Black-Scholes option pricing model with the following assumptions: · Expected life of 3-5 years · Volatility of 188%-221%; · Dividend yield of 0%; · Risk free interest rate of 1.01% - 1.10% During the year ended December 31, 2013, the Company issued a total of 350,000 warrants to consultants with an aggregate fair value of $1,401,733 and recorded as expense during the year then ended. The fair values of the warrants granted in 2013 were determined using the Black-Scholes option pricing model with the following assumptions: · Expected life of 3-5 years · Volatility of 214%-277%; · Dividend yield of 0%; · Risk free interest rate of.85% |