Capital Structure
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Because we have a relatively complex capital structure the following capital
structure details are set forth:
Common Stock
------------
As of September 20, 2000 we had 13,035,899 (1) shares of Bion Environmental
Technologies, Inc. common stock (the "Common Stock") issued and outstanding.
Capital Structure
-----------------
Options* Exercise Shares Expiration
Price
Directors $1.55 11,112 Vested 08/19/02
$2.04 11,112 Vested 08/19/02
$2.91 11,112 Vested 11/17/03
$1.61 10,000 Vested 08/04/04
------
Total Directors 43,336
Employees $2.00 180,638 Vested 12/31/02
(Vested)
$2.20 80,000 Vested 12/31/02
$2.25 469,000 (2) Vested 12/21/01 - 12/31/03
$2.25 165,000 Vested 12/31/02 - 12/31/03
$2.50 40,000 (3) Vested 12/31/01
$2.50 254,445 Vested 11/01/00 - 06/30/03
$2.70 55,556 Vested 12/31/02
$3.04 1,112 Vested 01/28/01
$4.05 1,112 Vested 11/30/00
---------
Total Employees
(Vested) 1,246,863
Total Vested
(Directors and
Employees) 1,290,199
_________________
* Options have been issued under our 1996 Nonemployee Director Stock Plan (see
Item 10 of Form 10-KSB dated June 30,1998), our 1994 Incentive Plan (see Item
10 of Form 10-KSB dated June 30, 1998) and our 2000 Incentive Plan (see
Exhibit 99.5 herein).
1) Includes 27,000 shares not vested at September 18, 2000.
2) Each holder has agreed to exercise these options with outstanding
promissory notes of Bion upon certain conditions.
3) Holder has agreed to exercise using outstanding long term notes payable
of Bion upon certain conditions.
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Employees Exercise
(non-vested) Price Shares Vesting Dates Expiration
$2.00 239,719 11/19/00 - 10/31/02 12/31/02
$2.50 140,000 03/01/01 - 06/30/02 12/31/02 -06/30/03
Total Non-Vested 379,719
=======
Total Vested and
Non-Vested 1,669,918
=========
Warrants
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As of September 18, 2000, we have the following warrants outstanding:
Warrant Shares Expiration Date Exercise Price
Class AA.01 15,000 (1) $5.40
Class D2P 2,500,000 (2) $1.75
Class D2C 2,500,000 (3) $2.50
Class D2D 1,000,000 (4) $3.50
Class D2E 500,000 (5) $6.00
Class G-5.1 1,115 (6) $2.70
Class G-5.2 919 (7) $2.70
Class G-6 3,148 (8) $5.40
Class H-1 11,112 (9) $4.50
Class H-2 16,112 (10) $2.70
*Class H-16 38,000 (11) $2.25
Class J-1 1,404,450 (12) $2.00
Class J-2 165,000 (13) $2.375
Class X 479,269 (14) $8.00
Class Z 42,748 (15) $13.50
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8,676,873 $1.75 - 13.50
========= -------------
*Holder has agreed to exercise by cancellation of promissory note of Bion on
certain conditions.
1. Class AA.01 Warrants may be exercised to purchase 15,000 shares of
Common Stock for approximately a 28 month period beginning August 12,
1999 and ending December 31, 2001.
2. Class D2P Warrants may be exercised to purchase 2,500,000 shares of
Common Stock for a 60 month period beginning December 23, 1999 and
ending December 31, 2004.
3. Class D2C Warrants may be exercised to purchase 2,500,000 shares of
Common Stock for a 54 month period beginning January 1, 2000 and ending
June 30, 2004.
4. Class D2D Warrants may be exercised to purchase 1,000,000 shares of
Common Stock for a 60 month period beginning August 10, 2000 and ending
August 10, 2005.
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5. Class D2E Warrants may be exercised to purchase 500,000 shares of
Common Stock for a 60 month period beginning August 10, 2000 and ending
August 10, 2005.
6. Class G-5.1 Warrants may be exercised to purchase 1,115 shares of
Common Stock for a 60 month period beginning January 22, 1996 and
ending January 21, 2001.
7. Class G-5.2 Warrants may be exercised to purchase 919 shares of Common
Stock for a 60 month period beginning September 13, 1996 and ending
September 12, 2001.
8. Class G-6 Warrants may be exercised to purchase 3,148 shares of Common
Stock for a 60 month period beginning April 21, 1997 and ending April
20, 2002.
9. Class H-1 Warrants may be exercised to purchase 11,112 shares of Common
Stock for a 60 month period beginning August 21, 1996 and ending August
20, 2001.
10. Class H-2 warrants may be exercised to purchase 16,112 shares of Common
Stock for a 60 month period beginning August 21, 1996 and ending August
20, 2001.
11. Class H-16 Warrants may be exercised to purchase 38,000 shares of
Common Stock for a 24 month period beginning January 1, 2000 and ending
December 31, 2002.
12. Class J-1 Warrants may be exercised to purchase 1,404,450 shares of
Common Stock for a 57 month period beginning March 31, 2000 and ending
December 31, 2004.
13. Class J-2 Warrants may be exercised to purchase 165,000 shares of
Common Stock for a 45 month period beginning March 31, 2000 and ending
December 31, 2004.
14. Class X Warrants may be exercised to purchase 479,269 shares of Common
Stock for a 24 month period beginning January 1, 2000 and ending
December 31, 2001.
15. Class Z Warrants may be exercised to purchase 42,748 shares of Common
Stock for a 24 month period beginning January 1, 2000 and ending
December 31, 2001.
At September 18, 2000, there were warrants exercisable to purchase 8,676,873
shares of Common Stock.
Convertible Notes
-----------------
The following notes can be converted, in whole or in part, at the holders'
option into shares of Common Stock at a price of $1.80 per share.
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Note Underlying Shares Shares: if Held
Amount of Stock To Maturity
LTLK $1,222,610 679,228 915,497
LTLK
Defined Benefit Plan $296,274 164,597 221,852
Dublin Holding, Ltd $1,757,723 976,513 1,316,192
H. Northrop $348,567 193,649 224,460
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Total $3,625,174 2,013,987 2,678,001
Holders of the above convertible notes have agreed to convert under certain
conditions. See our Forms 8-K and 8-K/A-1 dated December 11, 1999.
We have $1,586,339 in long term notes due on December 31, 2001 (including the
H. Northrop note above). Holders of $1,237,772 of the long term notes have
agreed to exercise outstanding options/warrants under certain conditions.
These notes are held by seven individuals, including Jon Northrop and Jere
Northrop. See Forms 8-K and 8-K/A-1 dated December 11, 1999. A total of
$3,276,607 in long-term convertible notes are due on December 31, 2002. (See
above.)
