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 1.00 Attributes of Series A Preferred Stock include but are not limited to the following: Distribution in Liquidation The Series A Preferred Stock has a liquidation preference of $ 10,000,000 200,000,000 • The Corporation has an average market capitalization (calculated by adding the value of all outstanding shares of Common Stock valued at the Corporation’s closing sale price on the OTCQB or other applicable bulletin board or exchange, plus the value of the outstanding Series A Preferred Stock at the Original Issues Price per share) of $ 200,000,000 • Any Liquidity Event in which the Corporation receives proceeds of $ 50,000,000 Written notice of any Liquidation Event (the “Liquidation Notice”) shall be given by mail, postage prepaid, or by facsimile to non-U.S. residents, not less than five days prior to the anticipated payment date state therein, to the holders of record of Series A Preferred Stock, such notice to be addressed to each such holder at its address as shown by the records of the Corporation. The Liquidation Notice shall state (i) the anticipated payment date, and (ii) the total Liquidation Value available for distribution to Series A Preferred Stock shareholders upon the occurrence of the Liquidation Event. Redemption The Series A Preferred Stock may be redeemed in whole or in part as determined by a resolution of the Board of Directors at any time, at a price equal to the Liquidation Value. Voting Rights Shares of Series A Preferred Stock shall have no rights to vote on any matter submitted to a vote of shareholders, except as required by law, in which case each share of Series A Preferred Stock shall be entitled to one vote. Conversion Rights Holders of Series A Preferred Stock will have no right to convert such shares into any other equity securities of the Company. The Company entered into an Agreement on July 29, 2016 with the holder of the Series A Preferred Stock, Wits Basin Precious Minerals, Inc., (“Wits”) and Wits’ secured creditor regarding exchange options for the Series A Preferred Stock. Under the terms of the Agreement, upon the occurrence of a Triggering Event (as defined below), the holders of the Preferred Stock will receive the corresponding compensation, the “Triggering Events” and their corresponding compensation. Agreement with Holder of Series A Preferred Stock As disclosed in a Form 8-K filed with the SEC on August 1, 2016, the Company entered into an Agreement on July 29, 2016 with the holder of the Series A Preferred Stock, Wits Basin Precious Minerals, Inc., (“Wits”) and Wits’ secured creditor regarding exchange options for the Series A Preferred Stock. Under the terms of the Agreement, upon the occurrence of a Triggering Event (as defined below), the holders of the Preferred Stock will receive the corresponding compensation, the “Triggering Events” and their corresponding compensation are set forth below: 3. Liquidation Rights, Stated Value and Redemption 10,000,000 (a) Upon any liquidation, dissolution or winding up of the Corporation, and after paying or adequately providing for the payment of all its obligations, the remainder of the assets of the Corporation shall be distributed, either in cash or in kind, first pro rata to the holders of the Series A Preferred Stock in an amount equal to the Stated Value (as described below); then, to any other series of Preferred Stock, until an amount to be determined by a resolution of the Board of Directors prior to issuances of such Preferred Stock, has been distributed per share, and, then, the remainder pro rata to the holders of the Common Stock. (b) Upon the occurrence of a Triggering Event (as defined below), the holders of the Preferred Stock will receive the corresponding compensation, The “Triggering Events” and their corresponding compensation are set forth below: (1) If either of the following occur: (i) the Corporation receives proceeds of $ 10,000,000 (ii) the Corporation’s Common Stock trades at $ 3.00 then all of the 10,000,000 5,000,000 (2) If the Corporation has an average market capitalization (calculated by adding the value of all outstanding shares of Common Stock valued at the Corporation’s closing sale price on the Over the Counter Markets (or other applicable exchange) (the “Market”) of $ 200,000,000 (A) issue the number of shares of Common Stock equal to the Stated Value using the average closing sale price of the Common Stock on the Over the Counter Markets of the prior 15 trading days from the date of the notice. The Corporation will provide 10 days’ prior written notice to the holder and any known secured party of such holder of the Series A Stock of its intention to proceed with this option; or (B) issue a portion of the Stated Value in shares of Common Stock based on the valuation formula in 3(b)(2)(A) and pay the remaining Stated Value in cash. If this Section (3)(b)(2) is triggered, the Corporation has three years to choose option Section (3)(b)(2)(A) or (B) and pay the Stated Value. The Corporation has 60 days from the date of notice of its election to pay under either Section (3)(b)(2)(A) or (B). Upon payment of the Stated Value, the Series A Shares will be retired. (c) If Section (3)(b)(2) is triggered and the Corporation fails to pay the Stated Value within the three year time frame, the Corporation will take all necessary action to return the Series A Preferred Shares in their original form (containing all original terms and conditions) to the holder with the exception that the Stated Value will be increased to $ 10,100,000 The previous terms of the Series A Preferred Stock would have required the Company to make a payment of $10,000,000 upon the Company having an average market capitalization of $ 200,000,000 The Company issued five million shares of restricted common stock on April 1, 2016 that are being held in escrow pending a Series A Preferred Stock Triggering Event. Common Stock - Note Payable Conversion On March 7, 2017, convertible promissory notes payable and accrued interest totaling $ 64,174 3,008,712 Option Grants 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. 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 0 0 Weighted Average Number of Exercise Options Price Options outstanding - December 31, 2015 35,076,223 $ 0.99 Granted - - Canceled or expired (2,500,000) 0.88 Exercised - - Options outstanding - December 31, 2016 32,576,223 $ 0.99 Granted - - Canceled or expired - - Exercised - - Options outstanding March 31, 2017 32,576,223 $ 0.98 Weighted average fair value of options granted during the period ended March 31, 2017 $ - Weighted average fair value of options granted during the year ended December 31, 2016 $ - Options Outstanding and exercisable at March 31, 2017 Weighted Weighted Remaining Average Aggregate Range of Number Contractual Exercise Intrinsic Exercise Prices Outstanding Life Price Value(1) $0.40 to $0.60 5,276,223 3.6 years $ 0.46 $ - $0.61 to $1.00 9,800,000 3.5 years $ 0.67 $ - $1.01 to $1.50 14,500,000 3.6 years $ 1.25 $ - $1.51 to $2.25 3,000,000 4.1 years $ 1.63 $ - $0.40 to $2.25 32,576,223 3.6 years $ 0.98 $ - (1) The aggregate intrinsic value in the table represents the difference between the closing stock price on March 31, 2017 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 March 31, 2017. 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. 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 Weighted Range Weighted Average of Remaining Exercise Exercise Contractual Number Price Price Life 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 December 31, 2016 6,275,640 $ 0.86 $ 0.20 2.00 3.2 years Granted - $ - $ - Cancelled or expired - - - Exercised - $ - $ - Outstanding at March 31, 2017 6,275,640 $ 0.80 $ 0.20 - 2.00 2.9 years Warrants exercisable at March 31, 2016 6,425,640 The aggregate intrinsic value of the 6,275,640 0 |