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Note 10 - Common Stock, Warrants and Preferred Stock
12 Months Ended
Sep. 30, 2018
Notes  
Note 10 - Common Stock, Warrants and Preferred Stock:

NOTE 10 – COMMON STOCK, WARRANTS AND PREFERRED STOCK:

 

Private Placement

 

On May 8, 2018, the Company closed a private placement offering of 7,500,000 Units of the Company at a price of $0.08 per Unit for gross proceeds of $600,000 (the "May 2018 Offering"). Each Unit in the May 2018 Offering consisted of one share of common stock of the Company and one common share purchase Class D Warrant, with each warrant exercisable to acquire an additional share of common stock of the Company at a price of $0.14 per share until the warrant expiration date of April 30, 2021.

 

On December 21, 2017, the Company closed a private placement offering of 2,880,867 Units of the Company at a price of $0.30 per Unit for gross proceeds of $864,260 (the "December 2017 Offering"). Each Unit in the December 2017 Offering consisted of one share of common stock of the Company and one common share purchase Class C Warrant, with each warrant exercisable to acquire an additional share of common stock of the Company at a price of $0.45 per share until the warrant expiration date of October 31, 2022.

 

In the aggregate for these two private placements, the Company sold a total of 10,380,867 Units at prices of $0.30 per unit (for 2,880,867 units) and $0.08 per unit (for 7,500,000 units) for gross proceeds of $1,464,260 and net cash proceeds of $1,421,767, after offering costs of $42,293.

 

During the year ended September 30, 2017, the Company closed three tranches of a private placement offering of Units of the Company at a price of $0.25 per Unit. Each Unit consisted of one share of common stock of the Company and one common share purchase Class B Warrant, with each warrant exercisable to acquire an additional share of common stock of the Company at a price of $0.40 per share until January 31, 2020. In the aggregate of the three tranches, accredited investors subscribed for 8,000,000 Units on a private placement basis at a price of $0.25 per unit for total gross proceeds of $2,000,000 and net proceeds of $1,957,475. Two executive officers participated in the private placement, purchasing, in the aggregate, 105,000 units for proceeds of $26,250.

 

Warrants

 

During the fiscal year ended September 30, 2018, 10,380,867 warrants were issued pursuant to two separate private placement offerings. In addition, 3,265,500 warrants were issued pursuant to a senior unsecured debt financing (See Note 7), and 5,000,000 warrants were issued pursuant to the purchase of mineral properties (See Note 4). No warrants expired during the fiscal years ended September 30, 2018 or 2017.

 

There were 36,606,373 and 17,960,006 warrants outstanding as of September 30, 2018 and 2017, respectively.

 

The following is a summary of warrants as of September 30, 2018:

 

 

 

Shares

 

Exercise

Price ($)

Expiration Date

Class A Warrants: (Issued for Private Placement)

 

 

 

 

 

Warrants issued May 31, 2016

10,000,006

 

0.25

May 31, 2019

 

Exercised during year ended September 30, 2017

(40,000)

 

 

 

 

Outstanding and exercisable at September 30, 2017

9,960,006

 

 

 

 

Outstanding and exercisable at September 30, 2018

9,960,006

 

 

 

 

Class B Warrants: (Issued for Private Placement)

 

 

 

 

 

Warrants issued January 17, 2017

8,000,000

 

0.40

January 31, 2020

 

Outstanding and exercisable at September 30, 2017

8,000,000

 

 

 

 

Outstanding and exercisable at September 30, 2018

8,000,000

 

 

 

 

Class C Warrants: (Issued for Private Placement)

 

 

 

 

 

Warrants issued November and December 2017

2,880,867

 

0.45

October 31, 2022

 

Outstanding and exercisable at September 30, 2018

2,880,867

 

 

 

 

Class D Warrants: (Issued for Private Placement)

 

 

 

 

 

Warrants issued May 8, 2018

7,500,000

 

0.14

April 30, 2021

 

Outstanding and exercisable at September 30, 2018

7,500,000

 

 

 

 

Class D-2 Warrants: (Issued for Mineral Property Purchase)

 

 

 

 

 

Warrants issued May 23, 2018

5,000,000

 

0.24

May 23, 2021

 

Outstanding and exercisable at September 30, 2018

5,000,000

 

 

 

 

Class E Warrants: (Issued for Unsecured Senior Note)

 

 

 

 

 

Warrants Issued July 30, 2018

3,265,500

 

0.09

February 1, 2020

 

Outstanding and exercisable at September 30, 2018

3,265,500

 

 

 

 

Weighted average exercise of warrants outstanding and weighted average exercise price at September 30, 2018

36,606,373

 

0.26

 

 

 

 

Preferred Stock

 

The Company is authorized to issue up to 10,000,000 shares of preferred stock, $0.01 par value. The Company’s board of directors is authorized to issue the preferred stock from time to time in series, and is further authorized to establish such series, to fix and determine the variations in the relative rights and preferences as between series, to fix voting rights, if any, for each series, and to allow for the conversion of preferred stock into common stock. There is no preferred stock issued as of September 30, 2018.

 

Stock Issued for Mineral Rights, Property and Equipment

 

In connection with the purchase of mineral property joint ventures from AGEI on May 23, 2018 described in Note 4, the Company issued 10,000,000 common shares at a value of $0.806 per share, the closing price of the Company’s shares on the previous trading day, or $806,000, and 5,000,000 Class D-2 Warrants. The warrants have a 3-year life, and are exercisable at $0.24 per share. The fair value of the warrants issued in connection with the purchase of mineral rights was estimated at $240,000 on the date of issuance with a Black-Scholes option-pricing model using the assumptions noted in the following table:

 

 

 

Warrants Issued May 23, 2018

 

 

Expected volatility

130.70%

 

 

Stock price on date of grant

$0.08

 

 

Expected dividends

0

 

 

Expected term (in years)

3

 

 

Risk-free rate

2.67%

 

 

Expected forfeiture rate

0%

 

 

 

 

During the year ended September 30, 2017, pursuant to an amended property option agreement on its Talapoosa property (Note 3), the Company issued 1,000,000 restricted common shares with a value of $480,000 based upon the closing price of its shares of common stock on March 31, 2017, the due date for the issuance of the shares pursuant to the terms of the property option agreement.