STOCKHOLDERS’ DEFICIT | 9. STOCKHOLDERS DEFICIT Common Stock: At the special shareholders meeting on November 13, 2020, the Companys shareholders approved an increase in the authorized common stock from 250,000,000 750,000,000 Series A Convertible Preferred Stock: The Company has 150,000 1,000,000 no ● Liquidation Preference: Upon a liquidation event, an amount in cash equal to $ 2.00 300,000 ● Voting: Each holder of Series A Preferred Stock shall be entitled to vote on all matters upon which holders of common stock would be entitled to vote and shall be entitled to that number of votes equal to the number of whole shares of common stock into which such holders shares of Series A Preferred Stock could be converted. ● Conversion: Any share of Series A Preferred Stock may, at the option of the holder, be converted at any time into six shares of common stock. The Company has the right, at its sole option, to convert all Series A Preferred Stock into common stock after the third anniversary of its issuance if the weighted average trading price of the common stock exceeds $1.00 per share for ten consecutive trading days. The Company also has the right, at its sole option, to convert all Series A Preferred Stock into common stock after the tenth anniversary from the date of issuance. ● Dividend Rate: The holders of Series A Preferred Stock shall be entitled to receive, when and as declared by the Board, yearly cumulative dividends from the surplus or net profits of the Company at an effective rate of 5% per annum, of the original Series A Preferred Stock purchase price of $1.00 per share. The Series A dividend shall accrue ratably from the date of issuance of the Series A Preferred Stock through the entire period in which shares of Series A Preferred Stock are held and shall be payable to the holder of the Series A Preferred Stock on the conversion date of the Series A Preferred Stock or as may be declared by the Board, with proper adjustment for any dividend period which is less than a full year. ● Preferential and Cumulative. The Series A dividends shall be payable before any dividends will be paid upon, or set apart for, the common stock of the Company and will be cumulative, so that any dividends not paid or set apart for payment for the Series A Preferred Stock, will be fully paid and set apart for payment, before any dividends will be paid upon, or set apart for, the common stock of the Company. ● Payment of Dividend: If the Company shall have sufficient earnings to pay a dividend on the Series A Preferred Stock, upon declaration of any dividend by the Board in compliance with the Alaska Code and the Companys Articles of Incorporation and Bylaws, the holder of Series A Preferred Stock may elect to receive payment of Series A dividend on a dividend payment date in cash, or provisionally in gold. Payment of Series A dividends in gold shall be paid only if the Company is producing gold in sufficient quantities as of the dividend payment date to pay such in-kind dividend and shall be delivered in the form of gold produced from the Companys Chandalar property. We have total dividends in arrears of $ 100,188 92,583 Conversion of outstanding shares of Series A Preferred stock would have resulted in dilution of 900,000 Series B Convertible Preferred Stock: The Company has 200 300 no ● Liquidation Preference: Upon a liquidation event, an amount in cash equal to $ 1,000 200,000 ● Voting: Each holder of Series B Preferred Stock shall be entitled to vote on all matters upon which holders of common stock would be entitled to vote and shall be entitled to that number of votes equal to the number of whole shares of common stock into which such holders shares of Series B Preferred Stock could be converted. Holders of Series B Preferred Stock vote as a single class with the common shares on an as-if-converted basis. No holder of Series B Preferred Stock is entitled to pre-emptive voting rights. ● Conversion: Shares of Series B Preferred Stock may, at the option of the holder, be converted at any time into a number of fully-paid and non-assessable shares of common stock as is equal to the product obtained by multiplying the Series B shares by $1,000, then dividing by the Series B conversion price of $0.07 per common share. The Series B conversion price is subject to adjustment in accordance with the provisions of the statement of designation. ● Dividend Rate: The holders of Series B Preferred Stock shall not be entitled to receive dividends. Conversion of outstanding shares of Series B Preferred stock would result in dilution of 2,857,142 Series C Convertible Preferred Stock: The Company has 250 250 no ● Liquidation Preference: Upon a liquidation event, an amount in cash equal to $ 1,000 250,000 ● Voting: Each holder of Series C Preferred Stock shall be entitled to vote on all matters upon which holders of common stock would be entitled to vote and shall be entitled to that number of votes equal to the number of whole shares of common stock into which such holders shares of Series C Preferred Stock could be converted. Holders of Series C Preferred Stock vote as a single class with the common shares on an as-if-converted basis. No holder of Series C Preferred Stock is entitled to pre-emptive voting rights. ● Conversion: Shares of Series C Preferred Stock may, at the option of the holder, be converted at any time into a number of fully-paid and non-assessable shares of common stock as is equal to the product obtained by multiplying the Series C shares by $1,000, then dividing by the Series C conversion price of $0.03 per common share. The Series C conversion price is subject to adjustment in accordance with the provisions of the statement of designation. ● Dividend Rate: The holders of Series C Preferred Stock shall not be entitled to receive dividends. Conversion of outstanding shares of Series C Preferred stock would result in dilution of 8,333,333 Series D Convertible Preferred Stock: The Company has 150 150 no 5,000,000 Series E Convertible Preferred Stock: The Company has 300 300 no 10,000,000 Series F Convertible Preferred Stock: The Company has 153 300 no 5,100,000 Series D, E and F Preferred Stock were issued with the following rights and preferences: ● Liquidation Preference: Upon a liquidation event, an amount in cash equal to $ 1,000 ● Voting: Each holder of Series D, E and F Preferred Stock shall be entitled to vote on all matters upon which holders of common stock would be entitled to vote and shall be entitled to that number of votes equal to the number of whole shares of common stock into which such holders shares of Series D, E and F Preferred Stock could be converted. Holders of Series D, E and F Preferred Stock vote as a single class respectively with the common shares on an as-if-converted basis. No holder of Series D, E and F Preferred Stock is entitled to pre-emptive voting rights. ● Conversion: Shares of Series D, E and F Preferred Stock may, at the option of the holder, be converted at any time into a number of fully-paid and non-assessable shares of common stock as is equal to the product obtained by multiplying the Series D, E and F shares by $1,000, then dividing by the Series D, E and F conversion price of $0.03 per common share. The Series D, E and F conversion price is subject to adjustment in accordance with the provisions of the statement of designation. ● Dividend Rate: The holders of Series D, E and F Preferred Stock shall not be entitled to receive dividends. ● The Series D, E and F Preferred Stock includes a redemption feature as described above. A related party and member of the Companys board of directors, Nicholas Gallagher, holds and controls all of the outstanding shares of the Series A, B and C Preferred Stock, 50 shares of the Series D Preferred Stock, 280 shares of the Series E Preferred Stock and all of the Series F Preferred Stock. Warrants: The following is a summary of warrants at December 31, 2021: Schedule of Summary of Warrants Shares Exercise Expiration Date Class R Warrants: (Issued for Private Placement) Outstanding and exercisable at January 1, 2020 15,000,001 .045 Aug 1 to Dec 9, 2023 Outstanding and exercisable at December 31, 2020 15,000,001 Warrants expired (3,333,333 ) Outstanding and exercisable at December 31, 2021 11,666,668 Class S Warrants: (Issued for Private Placement of Preferred Stock) Outstanding and exercisable at January 1, 2020 5,100,000 .03 Dec 30, 2021 to Mar 30, 2022 Warrants exercised (466,664 ) Outstanding and exercisable at December 31, 2020 4,633,336 Warrants exercised (4,633,336 ) Outstanding and exercisable at December 31, 2021 - Class T Warrants: (Issued with Senior Secured Notes Payable) Outstanding and exercisable at January 1, 2020 22,608,357 .03 Dec 22, 2022 to Oct 31, 2024 Warrants exercised (5,000,000 ) Outstanding and exercisable at December 31, 2020 17,608,357 Warrants exercised (6,947,131 ) Outstanding and exercisable at December 31, 2021 10,661,226 Warrants outstanding at December 31, 2020 were 37,241,694 0.036 22,327,894 .038 Warrant Exercises During the year ended December 31, 2021, the Company received $347,414 cash as a result of the exercise of Class S and T warrants at an exercise price of $0.03 per common share, resulting in the issuance of 11,580,467 common shares. Of that amount, 7,458,303 of the warrants exercised were owned by Mr. Gallagher and were transferred to unrelated parties. The unrelated parties then exercised the warrants for cash. The Company received an additional $40,000 for the exercise of Class T warrants which are included in stock subscription payable at December 31, 2021. Once the exercise is complete, the Company will issue 1,333,333 common shares for the exercise. During September and October 2020, the Company received $439,000 cash as a result of the exercise of Class Q, Class S, and Class T warrants at an exercise price of $0.03 per common share. The warrants were owned by Mr. Gallagher and were transferred to unrelated parties. The unrelated parties then exercised the warrants for cash, resulting in the issuance of 14,633,330 common shares. Warrant Extensions On June 30, 2021, the Companys Board of Directors, voted to extend the expiry dates for all Class R warrants not already expired, by two years. Prior to this change, the Class R warrants were set to expire at various times throughout 2021, with the last one expiring on December 9, 2021. With this change, 11,666,668 Class R warrants were modified to expire on various dates from August 1 to December 9, 2023. Stock Options and Stock-Based Compensation: Under the Companys 2008 Equity Incentive Plan, as amended by shareholder vote on November 13, 2020 (the Plan), options to purchase shares of common stock may be granted to key employees, contract management and directors of the Company. The Plan permits the granting of nonqualified stock options, incentive stock options and shares of common stock. Upon exercise of options, shares of common stock are issued from the Companys treasury stock or, if insufficient treasury shares are available, from authorized but unissued shares. Options are granted at a price equal to the closing price of the common stock on the date of grant. The stock options are generally exercisable immediately upon grant and for a period of 10 years. In the event of cessation of the holders relationship with the Company, the holders exercise period terminates 90 days following such cessation. The Plan authorizes the issuance of up to 16,129,304 shares of common stock, subject to adjustment for certain events, such as a stock split or other dilutive events. As of December 31, 2021, there were a total of 8,954,304 shares available for grant in the Plan, 6,075,000 shares issued, 50,000 options exercised in prior years, and 1,050,000 options exercisable and outstanding. A summary of stock option transactions for the years ended December 31, 2021 and 2020 are as follows: Schedule of Stock Option Transactions Shares Weighted- Weighted Aggregate Options outstanding and exercisable at December 31, 2019 1,075,000 $ 0.06 6.24 $ 0 Options outstanding and exercisable at December 31, 2020 1,075,000 $ 0.06 5.24 $ 2,125 Options expired (25,000 ) $ 0.21 Options outstanding and exercisable at December 31, 2021 1,050,000 $ 0.05 4.35 $ 38,225 As of December 31, 2021 and 2020, the intrinsic value of options outstanding and exercisable was $38,225 and $2,125, respectively. Interest Payable Satisfied with Common Stock During the year ended December 31, 2020, the holders of the notes payable and notes payable related party, agreed to convert a portion of their unpaid interest into stock of the Company at $0.015 per share. A total of 13,719,248 common shares with a basis of $0.015 per share, were issued to the holders, reducing interest payable and interest payable related party, by $205,787, of which $168,976 was to Mr. Gallagher. During the year ended December 31, 2021, a total of 280,752 common shares were issued to one holder in exchange for interest payable of $4,212 at $0.015 per share. |