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12. STOCK-BASED COMPENSATION
12 Months Ended
Jan. 31, 2014
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
STOCK-BASED COMPENSATION

Shares for Services

 

Pursuant to a Consulting Services Agreement as of January 18, 2011 between the Company and a stockholder of the Company, the Company agreed to issue 500,000 restricted shares for future services relating to business development and corporate finance. The 500,000 shares were valued at $12,500, or $0.025 per share, $1,945 of which was recorded during the year ended January 31, 2011 and the difference of $10,555 was recorded in the year ended January 31, 2012.

 

On March 16, 2012, pursuant to the terms of an agreement between the Company and an unrelated party, the Company shall issue 1,000,000 common shares in exchange for investor and public relations consulting services. The shares were valued at $50,000, or $0.05 per share. The Company recorded $50,000 of stock-based compensation expense related to consulting services under this agreement. In July 2012, the Company reversed the non-cash issuance of 1,000,000 restricted shares of its common stock and a corresponding stock-based compensation expense of $50,000 due to an agreement cancellation.

 

On March 19, 2012, pursuant to the terms of an agreement between the Company and an unrelated party, the Company issued 1,250,000 shares in exchange for geological consulting services. The shares were valued at $125,000, or $0.10 per share. The Company recorded $125,000 of stock-based compensation expense related to consulting services under this agreement.

 

The Company recognized non-cash stock-based compensation expense of $125,000 during the year ended January 31, 2013 in connection with these issuances, compared to $10,555 during the year ended January 31, 2012.

 

The Company valued the issued shares based on market value on the date of the agreements.

 

Stock Options

 

The Company has a stock-based compensation plan known as the 2007 Stock Option Plan (the “Plan”). The Plan provides for the granting of incentive and non-qualified stock options to acquire common shares in the capital of California Gold Corp.  The number of shares authorized under the Plan is 16,000,000. As of January 31, 2014, 16,000,000 shares remain available for future grants under the Plan.

  

On July 27, 2011, the Company granted options to purchase 11,000,000 shares of its common stock to its employees and outside consultants. These options have a 10-year term and were granted with an exercise price of $0.09. One-third of these options, or 3,666,667, vested on the date of the grant, with the remaining two-thirds vesting on the first and second anniversaries of the date of grant. On May 4, 2012, one of the Company’s directors resigned and therefore, all his 666,667 non-vested options terminated on that date and his vested but unexercised options of 333,333 expired and forfeited on August 4, 2012.  On July 27, 2013, all of the remaining unvested options effectively vested. All vested options are exercisable, in full or in part, at any time after vesting, until termination.

 

On November 7, 2013, the Company entered into option surrender agreements with its employees and outside consultants (together, the “Optionees”) pursuant to which the Optionees irrevocably agreed to surrender (the “Option Surrender”) to the Company for cancellation, without any further actions on their part, options granted to each of them under the Company’s 2007 Stock Option Plan (the “Plan”) exercisable for, in the aggregate, 10,000,000 shares of its common stock. Following this Option Surrender, there were no options outstanding under the Plan.

 

The Company recorded the stock-based compensation expense - related party attributable to options of $149,995 and $307,777 during the years ended January 31, 2014 and 2013, respectively.