XML 35 R25.htm IDEA: XBRL DOCUMENT v3.8.0.1
Note 20- Subsequent Events
3 Months Ended
Mar. 31, 2018
Disclosure Text Block [Abstract]  
Note 20 - Subsequent Events

NOTE 20 - SUBSEQUENT EVENTS

 

On April 6, 2018, the Company was advanced $2,000,000 from the Blue Water Capital revolving loan in order to fund required invoices with the utility companies (Note 5).

 

On April 13, 2018, the Company entered into a Securities Purchase Agreement (the “SPA”) with LaRose Holdings, LLLP, a Delaware limited liability limited partnership (the “Investor”). Pursuant to the terms of the SPA, the Company agreed to issue to the Investor 2,000,000 shares of the Company’s common stock, par value $0.001 per share (the “Shares”). The purchase price for the Shares was $3,000,000.  Pursuant to the terms of the SPA, on April 13, 2018, Al LaRose, Jr. was appointed to the Company’s board of directors as a Class I Director, to serve until the 2019 annual meeting of the Company’s stockholders.

 

On April 19, 2018, the Company granted a total of 45,000 stock options to non-employee members of the Company’s Board of Directors under the 2018 Stock Option and Stock Award Plan as compensation for service on the Company’s Board for service during the period from January 1, 2018 through March 31, 2018 (Note 11).  The director stock options vest on July 1, 2018.   The director options have an exercise price of $2.25 per share, will expire ten years from the date of the grant and are estimated to have a fair value of approximately $81,659 on the date of grant determined using the Black-Scholes option-pricing model.  The assumptions used to calculate the fair market value are as follows: (i) risk-free interest rate of 2.77% (ii) estimated volatility of 141.02% (iii) dividend yield of 0.00% and (iv) expected life of the options of eight years.

On May 1, 2018, the Company closed a transaction with EDF Energy Services, LLC and EDF Trading North America, LLC (collectively, “EDF”).  As part of the transaction, the Company and EDF entered into an Energy Services Agreement (the “Energy Services Agreement”) pursuant to which the Company agreed to purchase its electric power and associated services requirements from EDF, and EDF agreed to provide the Company with certain credit facilities to assist the Company in the purchase of its electric power and associated service requirements.  The terms of the Energy Services Agreement are governed by the ISDA Master Agreement, as well as a Schedule and Power Annex thereto and the Credit Support Annex thereto.    In conjunction therewith, the Company and EDF also entered into a Security Agreement, a Pledge Agreement and a Guaranty in favor of EDF.  The Energy Services Agreement has a term of three years, and automatically renews for successive one (1) year periods unless either party provides written notice of termination one hundred eighty (180) days prior to the renewal date. In addition to the market-based commodity price charged by EDF for each underlying commodity transaction, the Company will pay a “Commodity Fee” for each MWh of power that the Company requests for delivery from EDF during the term of the Energy Services Agreement.  In addition, the Company will be responsible for other mutually agreed upon fees incurred by EDF on its behalf.  The Company will also be responsible for any reasonable transmission or transportation costs incurred in connection with power transactions.  Monthly supply obligations will accrue interest at a rate equal to 3-month Libor plus six percent (6%) per annum.  Any additional credit support will bear interest at the per annum rate equal to the lesser of (i) a rate per annum equal to 3-month Libor rate plus three percent (3%) per annum, and (ii) the maximum rate of interest permitted by applicable law.