NOTE 9 — STOCKHOLDERS’ EQUITY

2017 Equity Incentive Plan

In August 2017, the Company’s Board of Directors approved the Company’s 2017 Equity Incentive Plan (the “Plan”) including the reservation of 1,650,000 shares of common stock thereunder.

On January 1st of each year during the term of the Plan (the “Calculation Date”), the aggregate number of shares of Common Stock that are available for issuance shall automatically be increased by such number of shares as is equal to the number of shares sufficient to cause the Share Limit (as defined in the Plan) to equal twenty percent (20%) of the issued and outstanding Common Stock of the Company at such time, provided, however, that if on any Calculation Date the number of shares equal twenty percent (20%) of our total issued and outstanding Common Stock is less than the number of shares of Common Stock available for issuance under the Plan, no change will be made to the aggregate number of shares of Common Stock issuable under the Plan for that year (such that the aggregate number of shares of Common Stock available for issuance under the Plan will never decrease).

Common Stock

In May 2017, in connection with the Merger (see Note 7), the Company issued 37,879 shares of the Company’s common stock having a fair value of $100,000 to the Chief Geologist for services rendered to the Company from June 2016 to January 2017 pursuant to his employment agreement with the Company’s wholly-owned subsidiary Gold King (see Note 11). Consequently, the Company reduced accrued salaries by $100,000 as of July 31, 2017.

In July 2017, the Company sold 179,211 shares of its common stock at $2.79 per common share for proceeds of approximately $500,000.

Between May 2017 and July 2017, the Company issued 3,682,000 shares of the Company’s common stock in exchange for the conversion of 36,820 shares of the Company’s Series C Preferred Stock.

Common stock issued for services

During the six months ended October 31, 2018, the Company issued 61,110 shares of the Company’s common stock to the Chief Geologist for services rendered to the Company from April 2018 to September 2018 pursuant to his employment agreement (see Note 11). The Company valued these common shares at the fair value of $75,000 or $1.06 - $1.36 per common share based on the quoted trading prices on the date of grants and reduced accrued salaries by $12,500.

On September 30, 2018, the Company issued an aggregate of 1,000,000 shares of the Company’s common stock to officers, directors and employees for services rendered. The shares vest 50% on the date of issuance and 50% on the one-year anniversary of the date of issuance. The 1,000,000 shares had a fair value of $990,000 and will be expensed over the vesting period.

During the six months ended October 31, 2018, the Company has recorded $774,664 to the condensed consolidated statements of operations relating to common stock issued for services. As of October 31, 2018, the company has deferred compensation of $435,011.

Stock Options

A summary of the Company’s outstanding stock options as of October 31, 2018 and changes during the period then ended are presented below:

At October 31, 2018, the aggregate intrinsic value of options outstanding and exercisable was $0 and $0, respectively.

At April 30, 2018, the aggregate intrinsic value of options outstanding and exercisable was $1,000 and $0, respectively.

Stock-based compensation for stock options has been recorded in the unaudited condensed consolidated statements of operations and totaled $132,848 for the six months ended October 31, 2018 and $0 for six months ended October 31, 2017. As of October 31, 2018, the remaining balance of unamortized expense is $751,447 and is expected to be amortized over a weighted average period of 2.11 years.

Stock Warrants

A summary of the Company’s outstanding stock warrants as of October 31, 2018 and changes during the period then ended are presented below:

All warrants as of October 31, 2018 are fully vested.

At October 31, 2018, the aggregate intrinsic value of warrants outstanding and exercisable was $0 and $0, respectively.

At October 30, 2018, the aggregate intrinsic value of warrants outstanding and exercisable was $0 and $0, respectively.