8. Stockholders' Equity | 6 Months Ended |
Jun. 30, 2014 |
Notes | ' |
8. Stockholders' Equity | ' |
8. STOCKHOLDERS’ EQUITY |
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Private Placements |
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On June 6, 2014, the Company completed the first tranche of a private placement of its common stock and warrants to purchase shares of its common stock. This tranche of the private placement consisted of 14,208,637 units to be issued at a price of $0.055 per unit and resulted in net proceeds to the Company of $703,004. Each unit consists of one share of the Company’s common stock and one half of a Class N warrant. Each full Class N warrant is exercisable to purchase one additional common share of the Company at $0.11, for a period of five years following the date of issue. Of the units to be issued in this tranche, officers and directors of the Company purchased 481,819 units, contributing $26,500 of the total proceeds. Such units were purchased on the same terms and conditions as the purchase of units by other investors in the private placement. |
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On June 30, 2014, the Company completed the second tranche of a private placement of its common stock and warrants to purchase shares of its common stock. This tranche of the private placement consisted of 8,700,363 units to be issued at a price of $0.055 per unit and resulted in net proceeds to the Company of approximately $432,960. Of the units to be issued in this tranche, officers and directors of the Company purchased 833,545 units, contributing $45,845 of the total proceeds. Such units were purchased on the same terms and conditions as the purchase of units by other investors in the private placement. |
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On January 23, 2014, the Company completed the offer and sale of 200 shares of Series B Preferred stock in the Company, resulting in net proceeds of $200,000 to the Company. These shares were issued from the designated 9,000,000 share of Preferred Stock, par value as the Board may determine. |
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In connection with the issuance of the Series B Preferred Stock, the Company issued 2,857,142 five-year Class L warrants with an exercise price of $0.10 per share of the Company’s common stock with a fair value of $92,242 as determined using a Black Scholes model and allocation between the preferred shares and the warrants as prescribed by ASC 470. Additionally, after accounting for the fair value of the warrant, a beneficial conversion feature of $50,000 was determined to exist, which represented a deemed dividend to the holder of the preferred shares recognizable immediately upon issue due to the ability to convert the shares concurrent with issuance of the preferred shares. Both the fair value of the warrants and the beneficial conversion feature were charged to Additional paid in capital at the date of issuance. |
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The fair value of the warrants was estimated on the issue date using the following weighted average assumptions: |
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Risk-free interest rate | | 1.62% | | |
Expected dividend yield | | -- | | |
Expected term (in years) | | 5 | | |
Expected volatility | | 157.00% | | |
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The Series B Convertible Preferred Shares carry the following rights and preferences: |
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• Liquidation Preference: Upon a liquidation event, each holder of outstanding shares of Series B Stock shall be entitled to be paid out of the assets of the Company available for distribution to stockholders, whether such assets are capital, surplus or earnings and before any amount shall be paid or distributed to the holders of any class of the Company’s common stock, par value $0.10 per share (the “Common Stock”), or of any other stock ranking on liquidation junior to the Series B Stock, an amount in cash equal to $1,000 per share (adjusted appropriately for stock splits, stock dividends and the like) (the “Series B Liquidation Amount”), payable pari passu with the preference with any other securities ranking equal in liquidation preference; provided, however, that if upon any liquidation event, the amounts payable with respect to the Series B Stock are not paid in full, the holders of the Series B Stock shall share ratably in any distribution of assets in proportion to the full respective preferential amounts to which they are entitled. Holders of the Company’s Series A Preferred Stock shall be paid in advance of holders of Series B Stock on the occurrence of a liquidation event. |
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• Voting: Each holder of Series B Stock shall be entitled to vote on all matters upon which holders of Common Stock would be entitled to vote and shall be entitled to that number of votes equal to the number of whole shares of Common Stock into which such holder’s shares of Series B Stock could be converted under Section 4, at the record date for the determination of stockholders entitled to vote on such matter, or, if no such record date is established, at the day before the first notice of the meeting of stockholders at which the vote is to be taken is delivered to stockholders, or the date any written consent of stockholders is solicited if the vote is not to be taken at a meeting. Each such holder shall be entitled to notice of any stockholders’ meeting in accordance with the Company’s Bylaws. Except as otherwise expressly provided in the Company’s Articles of Incorporation, by the Alaska Code or the Certificate of Designation, the holders of shares of Series B Stock shall vote together as a single class with the Common Stock on an as-if-converted basis on all matters. |
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• Conversion: Any share of Series B Preferred Stock may, at the option of the holder be converted at any time into such number of fully-paid and non-assessable shares of Common Stock as is equal to the product obtained by multiplying the Series B Conversion Rate ($1000.00 divided by the Series B Conversion Price of $0.07 per share) by the number of shares of Series B Stock being converted. |
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• Right to Participate: The Company grants to each holder of Series B Stock the right to participate in any offerings of the Company’s Common Shares or securities convertible into or exercisable to obtain Common Shares (“Participation Securities”) where the price per Common Share (including on an as converted or exercised basis, as applicable) is less than $0.07 for a three-year period beginning on the Closing Date. |
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Warrants: |
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The following is a summary of warrants outstanding at June 30, 2014: |
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| Shares | Exercise | Expiration Date |
Price ($) |
Class G Warrants: (for Private Placement) | | | |
Outstanding and exercisable at January 1, 2013 | 4,169,850 | 0.36 | Dec. 31, 2014 (1) |
Outstanding and exercisable at December 31, 2013 | 4,169,850 | | |
Outstanding and exercisable at June 30, 2014 | 4,169,850 | | |
Class H Warrants: (Issued for Private Placement) | | | |
Outstanding and exercisable at January 1, 2013 | 5,125,936 | 0.3 | 31-May-16 |
Outstanding and exercisable at December 31, 2013 | 5,125,936 | | |
Outstanding and exercisable at June 30, 2014 | 5,125,936 | | |
Class I Warrants: (Issued for Private Placement) | | | |
Outstanding and exercisable at January 1, 2013 | 13,906,413 | 0.4 | 31-May-16 |
Outstanding and exercisable at December 31, 2013 | 13,906,413 | | |
Outstanding and exercisable at June 30, 2014 | 13,906,413 | | |
Class J Warrants: (Issued for Private Placement) | | | |
Outstanding and exercisable at January 1, 2013 | 8,780,478 | 0.3 | 29-Jul-16 |
Outstanding and exercisable at December 31, 2013 | 8,780,478 | | |
Outstanding and exercisable at June 30, 2014 | 8,780,478 | | |
Class K Warrants: (Issued for Notes payable in gold) | | | |
Warrants issued March 29, 2013 | 307,500 | 0.4 | 29-Mar-15 |
Outstanding and exercisable at December 31, 2013 | 307,500 | | |
Outstanding and exercisable at June 30, 2014 | 307,500 | | |
Class L Warrants: (Issued for Private Placement of Preferred Stock) | | | |
Warrants issued January 23, 2014 | 2,857,142 | 0.1 | 23-Jan-19 |
Outstanding and exercisable at June 30, 2014 | 2,857,142 | | |
Class M Warrants: (Issued for Note Payable) | | | |
Warrants issued January 29, 2014 | 1,735,000 | 0.15 | 29-Jan-19 |
Outstanding and exercisable at June 30, 2014 | 1,735,000 | | |
Class N Warrants: (Issued for Private Placement) | | | |
Warrants issued June 6, 2014 | 7,104,317 | 0.11 | 6-Jun-19 |
Warrants issued June 30, 2014 | 4,350,180 | 0.11 | 30-Jun-19 |
Outstanding and exercisable at June 30, 2014 | 11,454,497 | | |
Weighted average exercise of warrants outstanding and weighted average exercise price at June 30, 2014 | 48,336,816 | 0.27 | |
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(1) In February 2013, the expiration dates of the Class G warrants were extended by one year, all of which will expire during December of 2014. No other terms were modified. |
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Stock-Based Compensation: |
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During 2013, the Company issued 25,000 options to an employee. The fair value of these options was determined using a Black Scholes model, resulting in a total fair value of $2,700 for these options. The fair value of the options was estimated on the issue date using the following weighted average assumptions: |
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Risk-free interest rate | | 1.75% | | |
Expected dividend yield | | -- | | |
Expected term (in years) | | 10 | | |
Expected volatility | | 142.40% | | |
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In 2009, the Company issued 750,000 options to the President and CEO for a term of five-years. On February 20, 2013, the board voted to cancel the options and issue new options at the same exercise price of $0.405 to effectively extend to a total of 10-years with the same strike price. This resulted in an additional fair value of $37,575 for these options. |
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| Options | Weighted Average | | |
Exercise Price | | |
Outstanding at December 31, 2013 | 3,315,000 | $ 0.28 | | |
Issued | - | - | | |
Canceled/Forfeited | -10,000 | 0.29 | | |
Outstanding at June 30, 2014 | 3,305,000 | $ 0.28 | | |
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For the six-month periods ended June 30, 2014 and 2013, the Company recognized share-based compensation for employees of $nil and $40,275, respectively. |
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