8. Stockholders' Equity | 12 Months Ended |
Dec. 31, 2014 |
Notes | |
8. Stockholders' Equity | 8. STOCKHOLDERS’ EQUITY |
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Private Placement Offerings |
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Unit Private Placements |
During June and July of 2014, we completed a private placement of our common stock and warrants to purchase shares of our common stock. In total, the private placement consisted of 27,726,090 units issued at a price of $0.055 per unit and resulted in net proceeds of $1,371,023. Each unit consist of one share of our common stock and one half or 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, our officers and directors purchased 1,424,454 units, contributing $78,345 of the total net proceeds. Such units were purchased on the same terms and conditions as the purchase of units by other investors in the private placement. |
In relation to these placements, the Company issued 2,701,386 Class N-2 Warrants for finders fees. Terms of the N-2 warrant are identical to the class N warrant except the exercise price to purchase a common share is $0.055. |
On January 23, 2014, the Company completed the offer and sale of 200 shares of Series B Preferred stock, resulting in net proceeds of $200,000 to the Company. These shares were issued from the designated 9,000,000 share of Preferred Stock, at no par value as determined by the Board. |
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 determined using a Black Scholes model and allocation between the preferred shares and the warrants. Additionally, after accounting for the fair value of the warrant, a beneficial conversion feature of $50,000 was determined to exist, which represented a non-cash deemed dividend to the holder of the preferred shares. This dividend was recognized immediately as additional paid in capital 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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Preferred Shares: |
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Series A Convertible Preferred Stock: |
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The Company has 175,000 shares of Series A Convertible Preferred Stock outstanding at December 31, 2014. These shares were issued from the designated 1,000,000 shares of Series A Preferred Stock, no par value, with the following rights and preferences: |
· Liquidation Preference: Upon a liquidation event, an amount in cash equal to $2.00 per share (adjusted appropriately for stock splits, stock dividends and the like), for a total of $350,000 at December 31, 2014, together with declared but unpaid dividends to which the holders of outstanding shares of Series A Preferred Stock are entitled shall be paid prior to liquidation payments to holders of Company securities junior to the Series A Preferred Stock. |
· Voting: Each holder of Series A Preferred 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 A Preferred Stock could be converted. |
· Conversion: Any share of Series A Preferred Stock may, at the option of the holder, be converted at any time into six shares of common stock. The Company has the right, at its sole option, to convert all Series A Preferred Stock into common stock after the third anniversary of its issuance if the weighted average trading price of the common stock exceeds $1.00 per share for ten consecutive trading days. The Company also has the right, at its sole option, to convert all Series A Preferred Stock into common stock after the tenth anniversary from the date of issuance. |
· Dividend Rate: The holders of Series A Preferred Stock shall be entitled to receive, when and as declared by the Board, yearly cumulative dividends from the surplus or net profits of the Company at an effective rate of 5% per annum, of the original Series A Preferred Stock purchase price of $1.00 per share. The Series A dividend shall accrue ratably from the date of issuance of the Series A Preferred Stock through the entire period in which shares of Series A Preferred Stock are held and shall be payable to the holder of the Series A Preferred Stock on the conversion date of the Series A Preferred Stock or as may be declared by the Board, with proper adjustment for any dividend period which is less than a full year. |
· Preferential and Cumulative. The Series A dividends shall be payable before any dividends will be paid upon, or set apart for, the common stock of the Company and will be cumulative, so that any dividends not paid or set apart for payment for the Series A Preferred Stock, will be fully paid and set apart for payment, before any dividends will be paid upon, or set apart for, the common stock of the Company. |
· Payment of Dividend: If the Company shall have sufficient earnings to pay a dividend on the Series A Preferred Stock, upon declaration of any dividend by the Board in compliance with the Alaska Code and the Company’s Articles of Incorporation and Bylaws, the holder of Series A Preferred Stock may elect to receive payment of Series A dividend on a dividend payment date in cash, or provisionally in gold. Payment of Series A dividends in gold shall be paid only if the Company is producing gold in sufficient quantities as of the dividend payment date to pay such in-kind dividend and shall be delivered in the form of gold produced from the Company’s Chandalar property. |
Conversion of outstanding shares of Series A Preferred stock would have resulted in dilution of 1,050,000 and 1,050,000 common shares for the years ended December 31, 2014 and 2013, respectively. |
Series B Convertible Preferred Stock: |
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The Company has 200 shares of Series B Convertible Preferred Stock outstanding at December 31, 2014. These shares were issued from the designated 300 shares of Series B Preferred Stock, no par value, with the following rights and preferences: |
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· Liquidation Preference: Upon a liquidation event, an amount in cash equal to $1,000 per share (adjusted appropriately for stock splits, stock dividends and the like), for a total of $200,000 at December 31, 2014 shall be paid prior to liquidation payments to holders of Company securities junior to the Series B Preferred Stock. Holders of the Company’s Series A Preferred Stock shall be paid in advance of holders of the Series B Preferred Stock on the occurrence of a Liquidation Event. |
· Voting: Each holder of Series B Preferred 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 Preferred Stock could be converted. Holders of Series B Preferred Stock vote as a single class with the common shares on an as-if-converted basis. No holder of Series B Preferred Stock is entitled to pre-emptive voting rights. |
· Conversion: Shares of Series B Preferred Stock may, at the option of the holder, be converted at any time into a number of fully-paid and non-assessable shares of common stock as is equal to the product obtained by multiplying the Series B shares by $1,000, then dividing by the Series B conversion price of $0.07 per common share. The Series B conversion price is subject to adjustment in accordance with the provisions of the statement of designation. |
· Dividend Rate: The holders of Series B Preferred Stock shall not be entitled to receive dividends. |
Conversion of outstanding shares of Series B Preferred stock would result in dilution of 2,857,142 and nil common shares for the years ended December 31, 2014 and 2013, respectively. |
Warrants: |
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The following is a summary of warrants for December 31, 2014: |
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| Shares | Exercise | Expiration Date | |
Price ($) |
Class E Warrants: (Issued for Notes payable in gold) | | | |
Outstanding and exercisable at January 1, 2013 | 300,018 | 0.65 | March 31, 2014 (1) |
Outstanding and exercisable at December 31, 2013 | 300,018 | | |
Warrants expired | -300,018 | | |
Outstanding and exercisable at December 31, 2014 | 0 | | |
Class F Warrants: (Issued for Private Placement) | | | |
Outstanding and exercisable at January 1, 2013 | 659,663 | 0.55 | March 31, 2014 (1) |
Outstanding and exercisable at December 31, 2013 | 659,663 | | |
Warrants expired | -659,663 | | |
Outstanding and exercisable at December 31, 2014 | 0 | | |
Class F-2 Warrants: (Issued for Commissions) | | | |
Outstanding and exercisable at January 1, 2013 | 599,772 | 0.2 | March 31, 2014 (1) |
Outstanding and exercisable at December 31, 2013 | 599,772 | | |
Warrants expired | -599,772 | | |
Outstanding and exercisable at December 31, 2014 | 0 | | |
Class G Warrants: (Issued for Private Placement) | | | |
Outstanding and exercisable at January 1, 2013 | 4,169,850 | 0.36 | March 31, 2014 (1) |
Outstanding and exercisable at December 31, 2013 | 4,169,850 | | |
Warrants expired | -4,169,850 | | |
Outstanding and exercisable at December 31, 2014 | 0 | | |
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 December 31, 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 December 31, 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 December 31, 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 December 31, 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 December 31, 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 December 31, 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 |
Warrants issued July 18, 2014 | 2,408,545 | 0.11 | 18-Jul-19 |
Outstanding and exercisable at December 31, 2014 | 13,863,042 | | |
Class N-2 Warrants: (Issued for Finders Fees) | | | |
Warrants issued July 18, 2014 | 2,701,386 | 0.055 | 18-Jul-19 |
Outstanding and exercisable at December 31, 2014 | 2,701,386 | | |
Weighted average exercise of warrants outstanding and weighted average exercise price at December 31, 2014 | 49,276,897 | 0.25 | |
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(1) On March 21, 2012, the expiration dates of warrants set to expire in 2012 were extended for one year beyond their original expiration dates. In February 2013, the expiration dates of the Class E, F, F-2 and G warrants were extended to March 31, 2014. |
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Stock Options and Stock-Based Compensation: |
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Under the Company’s 2008 Equity Incentive Plan, as amended by shareholder vote on November 27, 2013 (the “Plan”), options to purchase shares of common stock may be granted to key employees, contract management and directors of the Company. The Plan permits the granting of nonqualified stock options, incentive stock options and shares of common stock. Upon exercise of options, shares of common stock are issued from the Company’s treasury stock or, if insufficient treasury shares are available, from authorized but unissued shares. Options are granted at a price equal to the closing price of the common stock on the date of grant. The stock options are generally exercisable immediately upon grant and for a period of 10 years. In the event of cessation of the holder’s relationship with the Company, the holder’s exercise period terminates 90 days following such cessation. The Plan authorizes the issuance of up to 9,550,672 shares of common stock, subject to adjustment for certain events, such as a stock split or other dilutive events. As of December 31, 2014, there were a total of 1,775,672 shares available for grant in the Plan, 4,275,000 shares issued or exercised, and 3,500,000 options outstanding. |
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For the years ended December 31, 2014 and 2013, the fair value of stock options was estimated at the date of grant using the Black-Scholes option pricing model, which requires the use of highly subjective assumptions, including the expected volatility of the stock price, which may be difficult to estimate for small reporting companies traded on micro-cap stock exchanges. The fair value of each option grant was estimated on the grant date using the following weighted average assumptions: |
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| 2014 | 2013 | | | | | |
Risk-free interest rate | | 2.17% | 1.75% | | | | | |
Expected dividend yield | | 0 | 0 | | | | | |
Expected term (in years) | | 10 | 10 | | | | | |
Expected volatility | | 143% | 142.4% - 155.8% | | | | | |
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The risk-free interest rate is based on the U.S. Treasury yield curve at the time of the grant. The expected term of stock options granted is from the date of the grant. The expected volatility is based on historical volatility. The Company has evaluated previous low occurrences of option forfeitures and believes that current holders of the option will hold them to maturity as has been experience historically; therefore, no variable for forfeiture was used in the calculation of fair value. |
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During the year ended December 31, 2013, the Company issued 25,000 options to an employee and a total of 150,000 options to three directors. The fair value of these options was determined using a Black Scholes model, resulting in a fair value of $2,700 and $9,700, respectively. The Company also issued 150,000 common shares to the three directors. These shares were issued at the grant date market price of $0.06 per share, resulting in directors’ fees expense of $9,000. |
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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 exercise price. This resulted in an additional fair value of $37,575 for these options. |
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During the year ended December 31, 2014, the Company issued 450,000 options to directors. The fair value of these options was determined using a Black Scholes model, resulting in a fair value of $22,050. The Company also issued 2,700,000 common shares to officers, directors, and employees. These shares were issued at the grant date market price of $0.045 per share, resulting in share based compensation expense of $121,025. |
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A summary of stock option transactions for the years ended December 31, 2014 and 2013 are as follows: |
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| Shares | Weighted- | Weighted | Aggregate | | | | |
Average | Average | Intrinsic | | | | |
Exercise Price | Remaining | Value | | | | |
(per share) | Contractual | | | | | |
| Term (Years) | | | | | |
Options outstanding at December 31, 2012 | 3,570,000 | 0.28 | 4.41 | $0 | | | | |
Granted | 175,000 | 0.15 | | | | | | |
Forfeited | -430,000 | 0.21 | | | | | | |
Options outstanding at December 31, 2013 | 3,315,000 | $ 0.28 | 4.41 | $0 | | | | |
Granted | 450,000 | 0.05 | | $0 | | | | |
Forfeited | -265,000 | 0.23 | | | | | | |
Options outstanding and exercisable at December 31, 2014 | | | | | | | | |
3,500,000 | $ 0.26 | 4.71 | $0 | | | | |
Options available for future grants | 1,775,672 | | | | | | | |
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The weighted average grant-date fair value of stock options granted during the years ended December 31, 2014 and 2013 was $0.05 and $0.15 per share, respectively. There were no options exercised during 2014 and 2013. |
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For the year ended December 31, 2014 and 2013, the Company recognized total share-based compensation for employees and consulting directors of $143,075 and $58,975, respectively. |