SHAREHOLDERS' EQUITY | NOTE 8 SHAREHOLDERS’ EQUITY Preferred Stock Series A Preferred Stock Simultaneous with the Shea Exchange Agreement, Wits Basin exchanged 19,713,544 10,000,000 001 1.00 The Company executed an agreement with the holder of the Series A Preferred Stock to amend certain provisions of the rights and preferences of the Series A Preferred Stock, See “Note 12 - Subsequent Events.” Series B Preferred Stock There are no shares of Series B Preferred Stock issued and outstanding. The class of stock has been retired. On April 11, 2016 the Company and Pure Path Capital Management LLC, a related party, executed an addendum removing Pure Path’s ability to convert its note into shares of Series B Preferred Stock. Subsequently, the Company retired and cancelled the entire class of Series B Preferred Stock, which was never issued or outstanding and such class is no longer available for issuance. Option Grants 2010 Plan The Company had one stock option plan: the 2010 Stock Incentive Plan, as amended (the “2010 Plan”). Stock options, stock appreciation rights, restricted stock and other stock and cash awards may be granted under the Plan. In general, options vest over a period ranging from immediate vesting to five years and expire 10 years from the date of grant. Effective January 21, 2011, the Company’s Board of Directors (the “Board”) authorized an amendment to the 2010 Stock Incentive Plan, to increase the number of options available for granting under the 2010 Plan from 3,000,000 13,500,000 13,500,000 13,500,000 14,500,000 The Company has been receiving files from former officers and attorneys. Upon review of the files, the original 2010 Plan and Board Resolution were located. The 2010 Plan approved by the Board of Directors on March 22, 2010 authorized 3,000,000 9.11 Amendment of the Plan. The Board of Directors may amend or discontinue the Plan at any time. However, no such amendment or discontinuance shall adversely change or impair, without the consent of the recipient, an Incentive previously granted. Further, no such amendment shall, without approval of the stockholders of the Company, (a) increase the maximum number of shares of Common Stock which may be issued to all participants under the Plan, (b) change or expand the types of Incentives that may be granted under the Plan, (c) change the class of persons eligible to receive Incentives under the Plan, or (d) materially increase the benefits accruing to participants under the Plan. Pursuant to the terms of the 2010 Plan, the stockholders of the Company must approve this increase. As the stockholders of the Company did not approve the increase of shares available under the 2010 Plan, the increase on January 21, 2011 was not effective. As of January 21, 2011 the Company had issued a total of 2,800,000 200,000 10,500,000 200,000 The Board of Directors terminated the 2010 option plan on August 23, 2013. 2014 Option Plan By Board Resolution effective January 27, 2014, the Company adopted a 2014 Stock Incentive Plan (the “Plan”) to compensate employees and consulting groups in their efforts to enhance the long-term shareholder value of the Company. Pursuant to the Plan, selected persons are offered opportunities to participate in the Company's growth and success and are encouraged to acquire and maintain stock ownership in the Company. The Plan grants options to purchase shares of the Company’s common stock vesting at dates beginning on the date of grant and issuable at chronological or performance increments. The Plan Administrator may also grandfather in existing options granted during 2013. The shareholders approved the 2014 Plan at the 2014 annual meeting. Under administration by the Compensation Committee (the “Plan Administrator”), a maximum of 75,000,000 10 The Plan Administrator establishes the time at which each option shall vest and become exercisable. If not established in the instrument evidencing the option, the option shall vest and become exercisable according to the following schedule: (i) after one year of the participant’s continuous employment or service with the company or its related corporations, one quarter of the total options will be vested and exercisable; (ii) after each additional six-month period of continuous service completed thereafter, an additional one eighth of the total options will be vested and exercisable; and (iii) after four years, 100% of the options will be vested and exercisable. Under the terms of the Plan, the exercise price for shares shall be paid in cash or check to the Company unless the Plan Administrator determines otherwise. The Plan Administrator shall determine whether the options will continue to be exercisable, and the terms and conditions of such exercise, if a participant ceases to be employed or provide services to the Company. If not so established in the instrument evidencing such options, any portion of an option that is not vested and exercisable on the date of termination of the participant’s employment or service relationship (the “Employment Termination Date”) shall expire on such date. Any portion of an option that is vested and exercisable on the Employment Termination Date shall expire upon the earliest to occur of: (i) if the participant’s Employment Termination Date occurs by reason of retirement, disability or death, the one-year anniversary of such Employment Termination Date; (ii) if the participant’s Employment Termination Date occurs for reasons other than cause, retirement, disability or death, the three-month anniversary of such Employment Termination Date; or (iii) the last day of the option term. Notwithstanding the foregoing, if the participant dies after the Employment Termination Date while the Option is otherwise exercisable, the portion of the option that is vested and exercisable on such Employment Termination Date shall expire upon the earlier to occur of: (a) the last day of the option term; or (b) the first anniversary of the date of death, unless the Plan Administrator determines otherwise. If a participant is terminated for cause, the options shall automatically expire at the time the Company first notifies the participant of the termination. If a participant’s employment is suspended pending investigation of whether they will be terminated for cause, the participant’s rights under any option shall be suspended during the period of investigation. Awards granted under the Plan may not be assigned, except, to the extent permitted by Section 422 of the Internal Revenue Code (the “IRC”), and the Plan Administrator may permit such assignment, transfer and exercisability, and may permit a participant to designate a beneficiary who may exercise the award or receive compensation under the award after the participant’s death. Any award permitted to be assigned shall be subject to the terms and conditions contained in the instrument evidencing the award. The Plan may only be amended by the Company’s Board of Directors, as it deems advisable. Shareholder approval shall be required for any amendment to the extent required for compliance with Section 422 of the IRC, as amended or any applicable law or regulation. The Board may suspend or terminate the Plan at any time. Incentive stock options may not be granted more than 10 years after the later of the Plan’s adoption by the Board or the adoption by the Board of any amendment to the Plan that constitutes adoption of a new plan for the purpose of Section 422 of the IRC. Participants who are residents of California shall be subject to additional terms and conditions until the Common Stock becomes a publicly traded security, under the California Securities Code. The Company grandfathered the following options issued to consultants during the 4 th The Company entered into a Strategic Advisory Services Agreement with P5, LLC (“P5”) dated effective October 15, 2013, to provide strategic advisory services. As consideration for such services, the Company granted P5 a total of 17,500,000 7,500,000 0.65 10,000,000 1.25 7,500,000 0.65 2,500,000 10,000,000 1.25 2,500,000 The Company entered into a Strategic Advisory Services Agreement with a consultant dated effective October 15, 2013. As consideration for the consultant’s assistance in expanding the Company’s operations and securing new business arrangements, the Company granted the consultant an aggregate of 3,500,000 1,500,000 0.65 2,000,000 1.25 1,500,000 0.65 500,000 2,000,000 1.25 500,000 On December 26, 2013, the Company entered into a Consulting Services Agreement with LR Advisors, LLC (“LRA”). Pursuant to the terms of the agreement, LRA agreed to provide the Company advisory services in connection with the Company’s investor relations. As compensation for such services, LRA was granted a total of 1,500,000 1.25 The Company entered into a Consulting Agreement with EAS Advisors, LLC (“EAS”) on January 1, 2014, whereby EAS agreed to provide the Company general corporate advice, guidance and strategic services relating to the Company’s milling assets and the development of mining clients and contacts. As consideration for such services, the Company granted EAS an aggregate of 2,000,000 1,000,000 1.25 1,000,000 2.25 1,000,000 1.25 250,000 1,000,000 2.25 250,000 1,398,584 On June 18, 2014, the Company granted 250,000 1.67 On June 18, 2014, the Company granted 750,000 1.67 On June 18, 2014, the Company granted 1,000,000 1.67 On January 16, 2015 the Company’s Chief Operating Officer was granted 2,250,000 1.15 750,000 shall vest on the Date of Grant; (ii) 187,500 shall vest on each of the following dates: April 1, 2015, July 1, 2015, October 1, 2015, January 1, 2016, April 1, 2016, July 1, 2016, October 1, 2016 and January 1, 2017 7,000,000 1.00 7,000,000 On April 24, 2015 the Company entered into an employment agreement with Mr. John Ryan to serve as the Company’s president. Pursuant to the employment agreement, the Company granted Mr. Ryan 2,500,000 0.92 100,000 vested on the Date of Grant 150,000 vested on July 24, 2015 250,000 shall vest on each of the following dates: October 24, 2015, January 24, 2016 and April 24, 2016 750,000 shall vest on achievement of certain performance objectives of tonnage and gold ore concentrate 750,000 shall vest on achievement of certain performance objectives based on earnings before interest, taxes, depreciation and amortization On June 4, 2015 the Company entered into an employment agreement with Mr. Thomas Loucks to serve as the Company’s Vice President of Corporate Development. Pursuant to the employment agreement, the Company granted Mr. Loucks 2,500,000 0.90 500,000 shall vest on the Date of Grant 500,000 shall vest on each of the following dates: December 4, 2015, June 4, 2016, December 4, 2016 and June 4, 2017. On June 11, 2015 the Company entered into an employment agreement with Mr. Bobby Cooper to serve as the Company’s Managing Director. Pursuant to the employment agreement, the Company granted Mr. Cooper 2,500,000 0.80 500,000 shall vest on the Date of Grant 500,000 shall vest on each of the following dates: December 11, 2015, June 11, 2016, December 11, 2016 and June 11, 2017. On July 21, 2015 the Company agreed to reprice 750,000 1.67 0.75 0.75 318,270 The Company uses the Black-Scholes pricing model as a method for determining the estimated fair value for stock awards. Compensation expense for stock awards is recognized on a straight-line basis over the vesting period of service awards and for performance-based awards, the Company recognizes the expense when the performance condition is probable of being met. 2016 2015 Risk-free interest rate 0.084% - 2.08% Expected volatility factor 185% - 305% Expected dividend Expected option term (years) 3 - 7 The Company reviews its current assumptions on a periodic basis and adjusts them as necessary to ensure an accurate valuation. The risk-free interest rate is based on the Federal Reserve Board’s constant maturities of the U.S. Treasury bond obligations with terms comparable to the expected life of the options at their issuance date. The Company uses historical data to estimate expected forfeitures, expected dividend yield, expected volatility of the Company’s stock and the expected life of the options. The Company recorded $ 0 11,764,548 0 The following tables summarize information about the Company’s stock options: Number of Weighted Options outstanding - December 31, 2014 34,131,842 $ 0.99 Granted 17,500,000 .90 Canceled or expired (16,555,619) .92 Exercised - - Options outstanding - December 31, 2015 35,076,223 $ 0.99 Granted - - Canceled or expired (2,500,000) 0.88 Exercised - - Options outstanding June 30, 2016 32,576,223 $ 0.98 Weighted average fair value of options granted during the period ended June 30, 2016 $ - Weighted average fair value of options granted during the year ended December 31, 2015 $ 0.90 Options Weighted Non-vested, beginning of period 1,149,850 $ 0.90 Granted - $ - Vested - $ - Forfeited 1,149,850 $ 0.88 Non-vested, end of period - $ - Options Outstanding at June 30, 2016 Range of Number Weighted Weighted Aggregate $0.40 to $0.60 5,276,223 4.4 years $ 0.46 $ - $0.61 to $1.00 9,800,000 4.3 years $ 0.67 $ - $1.01 to $1.50 14,500,000 4.3 years $ 1.25 $ - $1.51 to $2.25 3,000,000 4.8 years $ 1.63 $ - $0.40 to $2.25 32,576,223 4.4 years $ 0.98 $ - Options Exercisable at June 30, 2016 Range of Number Weighted Weighted Aggregate $0.40 to $0.60 5,276,223 4.4 years $ 0.46 $ - $0.61 to $1.00 9,800,000 4.3 years $ 0.67 $ - $1.01 to $1.50 14,500,000 4.3 years $ 1.25 $ - $1.51 to $2.25 3,000,000 4.8 years $ 1.63 $ - $0.40 to $2.25 32,576,223 4.8 years $ 0.98 $ - (1) The aggregate intrinsic value in the table represents the difference between the closing stock price on June 30, 2016 and the exercise price, multiplied by the number of in-the-money options that would have been received by the option holders had all option holders exercised their options on June 30, 2016. Common Stock Purchase Warrants For warrants granted to non-employees in exchange for services, we recorded the fair value of the equity instrument using the Black-Scholes pricing model unless the value of the services is more reliably measurable. On March 2, 2015, 100,000 0.89 89,000 On April 23, 2015, 40,000 0.89 35,600 The Company and Wits Basin executed a Settlement Agreement on January 22, 2016. Pursuant to the terms of the Settlement Agreement, the Company issued 630,000 0.70 630,000 0.30 Number Weighted Range Weighted Outstanding at December 31, 2014 5,483,980 $ 0.79 $ 0.20 2.00 4.8 years Granted 400,000 $ 1.24 $ 1.23 1.25 Cancelled or expired (728,340) 0.50 0.50 Exercised (140,000) $ 0.89 $ 0.25 0.89 Outstanding at December 31, 2015 5,015,640 $ 0.88 $ 0.20 2.00 4.4 years Granted 1,260,000 $ 2.00 $ 0.30 1.25 Cancelled or expired - - - Exercised - $ - $ - Outstanding at June 30, 2016 6,275,640 $ 0.86 $ 0.20 2.00 5.1 years Warrants exercisable at June 30, 2016 6,425,640 The aggregate intrinsic value of the 6,425,640 0 |