STOCKHOLDERS EQUITY

12 Months Ended

Apr. 30, 2014

STOCKHOLDERS EQUITY [Text Block]

11. STOCKHOLDERS’ EQUITY

Common and Preferred Stock:

As of April 30, 2014 and April 30, 2013, there were 212,813,141 and 185,593,141 shares of common stock outstanding, respectively and zero shares of preferred stock outstanding. Outstanding shares of common stock consist of the following:

a)	On March 16, 2006, the Company issued 1,000 shares of common stock to one individual for cash at $0.001 per share.
b)	On November 30, 2006, the Company issued 12,500,000 shares of common stock to three individuals for cash at $0.001 per share.
c)	On December 29, 2006, the Company issued 7,800,000 shares of common stock for cash at $0.01 per share.
d)	On January 10, 2007, the Company issued 1,050,000 shares of common stock for the purchase of 7/8ths interest in 24 minerals claims at $0.01 per share.
e)	On February 28, 2007, the Company issued 1,250,000 shares of common stock to three individuals for cash at $0.10 per share.
f)	On March 31, 2007, the Company issued 1,800,000 shares of common stock to four individuals for cash at $0.10 per share.
g)	On April 2, 2007, the Company issued 2,000,000 shares of common stock to one individual, in connection with the NVRM Agreement, for the purchase of intellectual property and equipment.
h)	On May 31, 2007, the Company closed a private placement offering for proceeds of $620,582, of which $505,114 was received and recorded as share subscriptions received as of April 30, 2007. The Company issued 2,482,326 shares of common stock, at $0.25 per share, to non-U.S. investors pursuant to Regulation S of the Securities Act of 1933.

i)	On June 4, 2007, the Company closed a private placement offering for proceeds of $825,000 and issued 3,300,000 shares of common stock, at $0.25 per share, to accredited U.S. investors pursuant to Regulation D of the Securities Act of 1933.
j)	On October 5, 2007, the Company issued 13,968,926 shares of common stock in the reverse acquisition of Centrus Ventures Inc.
k)	On September 3, 2008, the Company completed a private placement of 200,000 units at a price of $0.50 per unit for total proceeds of $100,000. Each unit is comprised of one share of common stock and one-half of one share purchase warrant. Each whole share purchase warrant will entitle the holder to purchase one additional share of common stock at a price of $0.75 per share for a period ending September 2, 2010.
l)	On November 15, 2008, under the terms of a settlement agreement, the Company issued 450,760 units at a price of $0.30 per unit, with each unit consisting of one common share and one share purchase warrant of the Company. Each warrant is exercisable to purchase an additional common share at a price of $0.50 per share for a period of two (2) years from the date of issuance. The units were issued pursuant to the provisions of Regulation S promulgated under the Securities Act of 1933.
m)	On February 24, 2009, the Company issued 9,140,000 units for $457,000 in cash, 12,400,000 units for $620,000 ($400,000 from one director) in loans made to the Company and 1,336,840 units to retire $66,842 in corporate indebtedness under three separate private placement offerings. Each unit was comprised of one share of the Company’s common stock and one share purchase warrant, with each warrant entitling the holder to purchase an additional share of common stock for a period of two years at an exercise price of $0.10 per share. The Company also entered into a management consulting agreement with an officer of the Company, and pursuant to the terms of the agreement issued an aggregate of 3,000,000 restricted shares of its common stock.
n)	On July 16, 2009, the Company issued 2,000,000 units for $100,000 in loans made to the Company and 500,000 units to retire $25,000 in corporate indebtedness for consulting services under two separate private placement offerings. Each unit was comprised of one share of the Company’s common stock and one share purchase warrant, with each warrant entitling the holder to purchase an additional share of common stock for a period of two years at an exercise price of $0.10 per share.
o)	On August 4, 2009, the Company issued 295,000 shares of common stock for warrants exercised at $0.10 per share and 750,000 shares of common stock for options exercised at $0.05 per share in satisfaction of debt for legal services.
p)	On August 14, 2009, the Company issued 1,500,000 shares of common stock to an investor relations services firm pursuant to the terms of the consulting agreement.
q)	On August 18, 2009, the Company issued 3,500,000 units, for $350,000 in loans made to the Company by one director, at a price of $0.10 per unit, with each unit consisting of one share of common stock and one share purchase warrant, with each warrant entitling the holder to purchase one additional share of common stock at a price of $0.20 per share for a period of two years from the date of issue.
r)	On December 15, 2009, the Company issued 900,000 shares of common stock for options exercised at $0.05 per share in satisfaction of debt for legal services.
s)	On January 31, 2010, the Company issued 19,400,000 units for $970,000 ($900,000 from one director) in loans made to the Company, 8,280,000 units for $414,000 in cash and 1,775,500 units to retire $88,775 in corporate indebtedness, at a price of $0.05 per unit, with each unit consisting of one share of common stock and one share purchase warrant, with each warrant entitling the holder to purchase one additional share of common stock at a price of $0.10 per share for a period of two years from the date of issue.

t)	On February 26, 2010, the Company issued 105,000 shares of common stock for warrants exercised at $0.10 per share and 100,000 shares of common stock for options exercised at $0.05 per share in satisfaction of debt for legal services.
u)	On November 9, 2010, the Company issued 1,700,000 shares of common stock for options exercised at $0.05 per share in satisfaction of debt.
v)	On January 18, 2011, the Company issued 17,020,000 units for $851,000 in satisfaction of loans made to the Company from one director, 13,100,000 units for $655,000 in cash and 1,950,000 units to retire $97,500 in corporate indebtedness, at a price of $0.05 per unit, with each unit consisting of one share of common stock and one share purchase warrant, with each warrant entitling the holder to purchase one additional share of common stock at a price of $0.10 per share for a period of two years from the date of issue.
w)	On March 10, 2011, the Company issued 315,000 units valued at $0.05 per unit to an investor relations services firm pursuant to the terms of the consulting agreement, with each unit consisting of one share of common stock and one share purchase warrant, with each warrant entitling the holder to purchase one additional share of common stock at a price of $0.10 per share for a period of one year from the date of issue. The agreement is to last for a period of three months from March 10, 2011; accordingly, a prepaid expense of $7,000 was recorded as of April 30, 2010 in relation to this issuance.
x)	On March 28, 2011, the Company issued 2,550,000 shares of common stock at $0.05 per share as compensatory stock awards to two directors ( 1,800,000 shares) and three consultants ( 750,000 shares).
y)	On July 13, 2011, the Company issued 10,000,000 units for $500,000 in cash, 10,340,000 units in satisfaction of $517,000 in loans made to the Company from one director, and 2,680,000 units to retire $134,000 in corporate indebtedness, at a price of $0.05 per unit, with each unit consisting of one share of common stock and one share purchase warrant, with each warrant entitling the holder to purchase one additional share of common stock at a price of $0.10 per share for a period of two years from the date of issue.
z)	On September 8, 2011, the Company issued 1,030,000 warrants in accordance with the terms of a consultant agreement. 1,000,000 warrants entitle the consultant to purchase one additional share of common stock at a price of $0.10 per share for a period of two years from the date of issue and 30,000 warrants entitle the consultant to purchase one additional share of common stock at a price of $0.25 per share for a period of two years from the date of issue.
	The fair value of these warrants was estimated at the date of the agreement, September 8, 2011, using the Black- Scholes Option Pricing Model with the current value of the stock on the agreement date at $0.05 ; dividend yield of 0%; risk-free interest rate of 1.25%; volatility rate of 213%; and expiration date of two years. The value of the 1,000,000 and 30,000 warrants was determined to be $40,971 and $1,102, respectively. The total value of the warrants granted was recorded as a prepaid expense and amortized evenly over nine months.
aa)	On September 19, 2011, the Company issued 320,000 shares of common stock valued at $16,000 to a consultant pursuant to the terms of the consulting agreement. $8,000 of the $16,000 was recorded as a prepaid expense and amortized evenly over nine months.

bb)	On September 26, 2011, the Company issued 1,000,000 units to retire $50,000 in corporate indebtedness, at a price of $0.05 per unit, with each unit consisting of one share of common stock and one share purchase warrant, with each warrant entitling the holder to purchase one additional share of common stock at a price of $0.10 per share for a period of two years from the date of issue.
cc)	On January 26, 2012, the Company cancelled warrants to purchase 18,000,000 shares of our common stock exercisable at $0.10 per share by agreement with the warrant holder, E-Ore Holdings, LLC.
dd)	On January 27, 2012, the Company extended the expiration dates of 22,876,840 and 11,455,500 warrants previously extended on February 24, 2011 and issued on January 31, 2010, respectively. The extended warrants were exercisable for one share of the Company’s common stock for a term of 1 or 2 years at an exercise price of $0.10 per warrant. Currently, 22,476,840 warrants are exercisable until February 23, 2013 and 11,455,500 warrants are exercisable until January 30, 2013 at an exercise price of $0.10 per warrant. Since the extension was not considered a modification under ASC 718, no additional expenses were incurred with this transaction.
ee)	On January 27, 2012, the Company issued 350,000 shares of common stock, in accordance with the mineral option agreements (see Note 5), to the optionors to maintain the option to acquire 100% legal interest in the remaining twenty (20) mining claims. The shares are valued at $14,000.
ff)	On January 30, 2012, the Company issued 9,000,000 units in satisfaction of $450,000 in loans made to the Company from two directors and their related companies, at a price of $0.05 per unit, with each unit consisting of one share of common stock and one share purchase warrant, with each warrant entitling the holder to purchase one additional share of common stock at a price of $0.10 per share for a period of two years from the date of issue.
gg)	On January 30, 2012, the Company issued 2,742,789 shares of common stock in satisfaction of $137,139 subscriptions payable from cash received in September 2011.
hh)	On January 30, 2012, the Company issued 640,000 shares of common stock to a consultant pursuant to the terms of the consulting agreement. The shares are valued at $22,400.
ii)	On February 24, 2012, the Company issued 300,000 warrants to a consultant for arranging an agreement to lease equipment on November 1, 2011. The 300,000 warrants entitle the consultant to purchase one additional share of common stock at a price of $0.25 per share. The warrants expire October 31, 2014.
	The fair value of these warrants was estimated at the date of issuance, February 24, 2012, using the Black- Scholes Option Pricing Model with the current value of the stock on the issuance date at $0.04 ; dividend yield of 0%; risk-free interest rate of 1.25%; volatility rate of 273%; and expiration date of October 31, 2014. The value of the 300,000 warrants was determined to be $11,496.
jj)	On November 20, 2012, the Company issued 100,000 warrants and 100,000 units (each a “Unit”) to a consultant at a fair market value of $0.02 per Unit in satisfaction of $5,000 debt. Each Unit consists of one share of our common stock and one share purchase warrant. Each warrant entitles the holder to purchase one additional share of our common stock at a price of $0.10 per share for a period of two years from the date of issuance.
	The fair value of the 100,000 warrants was estimated at the date of issuance, November 20, 2012, using the Black- Scholes Option Pricing Model with the current value of the stock on the issuance date at $0.02 ; dividend yield of 0%; risk-free interest rate of 0.27%; volatility rate of 208%; and expiration date of November 20, 2014. The value of the 100,000 warrants was determined to be $1,387. The Company recognized a gain on settlement of accounts payable of $1,613.

kk)	On August 26, 2013, Royal Mines and Minerals Corp. (the “Company”) filed a certificate of amendment with the Nevada Secretary of State, amending the Company’s Articles of Incorporation to increase the number of authorized shares of common stock from 300,000,000 shares to 900,000,000 shares. The Amendment to the Articles of Incorporation was approved at the Company’s Annual General Meeting and Special Meeting on August 22, 2013.
ll)	On November 18, 2013 and November 19, 2013, the Company issued 6,900,000 units for $345,000 in cash, 13,800,000 units for $690,000 in loans made to the Company, of which $540,000 were loans from related parties, and 6,520,000 units to retire $326,000 in corporate indebtedness, of which $315,000 were to related parties, an aggregate of 27,220,000 units, at a price of $0.05 per unit in two separate concurrent private placement offerings. Each Unit is comprised of one share of the Company’s common stock and one share purchase warrant, with each warrant entitling the holder to purchase an additional share of the Company's common stock at an exercise price of $0.10 for a two year period from the date of issuance.
	Additionally, each cash subscriber executed a subscription agreement which included a good faith representation by the Company to enter into definitive agreements to grant a net profits interest on the basis of 1% for each $10,000 invested. The profit payout will be net of operating and financing costs and an agreed upon management fee, from the Company's interest in its first joint venture, license or its own production facility using its coal ash process. The maximum payout will be 8 times original cash investment by each subscriber.
mm)	On April 16, 2014, the Company entered into an agreement with GJS Capital Corp (the “Creditor”) that the Creditor agrees to fund up to $287, 500 to the Scottsdale facility. As of the year ended April 30, 2014, the Company received a total of $163,654 contribution to the Company’s Scottsdale facility under this agreement. (See Note 2)