7. Stockholders' Equity | 7. STOCKHOLDERS EQUITY Private Placement Offerings Unit Private Placements On March 31, 2015, the Company completed the first tranche of the private placement consisting of 4,800,000 units issued at a price of $0.05 per unit and resulted in net proceeds of $239,193. A second tranche of 200,000 units at the same price per unit for net proceeds of $10,000 was completed on April 7, 2015. Each unit consists of one share of our common stock and one full share Class O warrant. Each full Class O warrant is exercisable to purchase one additional common share of the Company at $0.06, for a period of five years following the date of issue. Preferred Shares: Series A Convertible Preferred Stock: The Company has 175,000 shares of Series A Convertible Preferred Stock outstanding at June 30, 2015. These shares were issued from the designated 1,000,000 shares of Series A Preferred Stock, no par value, with the following rights and preferences: · · · · · · Series B Convertible Preferred Stock: The Company has 200 shares of Series B Convertible Preferred Stock outstanding at June 30, 2015. These shares were issued from the designated 300 shares of Series B Preferred Stock, no par value, with the following rights and preferences: · · · · Warrants: Shares Exercise Price ($) Expiration Date Class H Warrants: (Issued for Private Placement) Outstanding and exercisable at January 1, 2014 5,125,936 0.30 May 31, 2016 Outstanding and exercisable at December 31, 2014 5,125,936 Outstanding and exercisable at June 30, 2015 5,125,936 Class I Warrants: (Issued for Private Placement) Outstanding and exercisable at January 1, 2014 13,906,413 0.40 May 31, 2016 Outstanding and exercisable at December 31, 2014 13,906,413 Outstanding and exercisable at June 30, 2015 13,906,413 Class J Warrants: (Issued for Private Placement) Outstanding and exercisable at January 1, 2014 8,780,478 0.30 July 29, 2016 Outstanding and exercisable at December 31, 2014 8,780,478 Outstanding and exercisable at June 30, 2015 8,780,478 Class K Warrants: (Issued for Notes payable in gold) Outstanding and exercisable at January 1, 2014 307,500 0.40 March 29, 2015 Outstanding and exercisable at December 31, 2014 307,500 Warrants expired March 29, 2015 (307,500) Outstanding and exercisable at June 30, 2015 - Class L Warrants: (Issued for Private Placement of Preferred Stock Warrants issued January 23, 2014 2,857,142 0.10 January 23, 2019 Outstanding and exercisable at December 31, 2014 2,857,142 Outstanding and exercisable at June 30, 2015 2,857,142 Class M Warrants: (Issued for Note Payable) Warrants issued January 29, 2014 1,735,000 0.15 January 29, 2019 Outstanding and exercisable at December 31, 2014 1,735,000 Outstanding and exercisable at June 30, 2015 1,735,000 Class N Warrants: (Issued for Private Placement) Warrants issued June 6, 2014 7,104,317 0.11 June 6, 2019 Warrants issued June 30, 2014 4,350,180 0.11 June 30, 2019 Warrants issued July 18, 2014 2,408,545 0.11 July 18, 2019 Outstanding and exercisable at December 31, 2014 13,863,042 Outstanding and exercisable at June 30, 2015 13,863,042 Class N-2 Warrants: (Issued for Finders Fees) Warrants issued July 18, 2014 2,701,386 .055 July 18, 2019 Outstanding and exercisable at December 31, 2014 2,701,386 Outstanding and exercisable at June 30, 2015 2,701,386 Class O Warrants: Warrants issued March 31, 2015 4,800,000 .06 March 31, 2020 Outstanding and exercisable at June 30, 2015 4,800,000 Class P Warrants: (Issued for Sale of Distribution Interest) Warrants issued June 23, 2015 2,250,000 .07 June 23, 2020 Outstanding and exercisable at June 30, 2015 2.250,000 Class P-2 Warrants: (Issued for Finders Fees) Warrants issued June 23, 2015 1,200,000 .05 June 23, 2020 Outstanding and exercisable at June 30, 2015 1,200,000 * Weighted average exercise of warrants outstanding and weighted average exercise price at June 30, 2015 57,219,397 0.172 * dilutive for the three- and six-month periods ending June 30, 2015 Stock Options and Stock-Based Compensation: Under the Companys 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 Companys 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 holders relationship with the Company, the holders exercise period terminates 90 days following such cessation. For the periods ended June 30, 2015 and December 31, 2014, 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: 2015 2014 Risk-free interest rate -- 2.17% Expected dividend yield -- -- Expected term (in years) -- 10 Expected volatility -- 143% 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. 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. A summary of stock option transactions for the period ended June 30, 2015 are as follows: Shares Weighted- Average Exercise Price (per share) Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value 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 Granted - - Forfeited (150,000) 0.68 Options outstanding and exercisable at June 30, 2015 3,350,000 $ 0.24 4.83 $0 Options available for future grants 1,925,672 For the period ended June 30, 2015, the Company recognized total share-based compensation for employees and directors of $nil. |