Lithium Exploration Group, Inc.

Settled the $708,000 note secured on the Alta Disposal subsidiary by issuing 70 million new Class C preferred shares carrying enhanced voting rights. The last substantive financing event of the company's life handed voting control to a creditor in place of a debt it could not pay; nine months later the filings stopped altogether.

capital raising announcement

Revealed how deep the hole was: $2.42 million owed to Blue Citi and $1.67 million to Concord on notes issued since 2014. Neither would be repaid - both simply agreed to stop enforcing, in exchange for $800,000 of warrants struck at a quarter and a third of a cent and a cut in their conversion discount from 50% to 25%. The company was being kept nominally alive by lenders choosing not to foreclose.

capital raising announcement

Signed six more convertible notes in eight weeks with JDF Capital and a new lender, Concord Holding Group - roughly $400,000 of cash for about $445,000 of face value, every one convertible at half the lowest price of the previous twenty days and one capped at half a cent a share. That price cap is the clearest statement of what the stock was then worth.

capital raising announcement

Settled a lawsuit by handing over 90 million shares. Union Capital, one of the eleven lenders from 2014, had sued after the anti-dilution ratchet cut its warrant price from 53 cents to five hundredths of a cent and the company refused to deliver the 24.6 million shares it claimed; the settlement cost nearly four times that. The same filing disclosed the company's own suit against PetroChase and Stephen Moore, who took $250,000 from subsidiary Black Box Energy in 2016 for a working interest in Pennsylvania wells that were never drilled.

capital raising announcement

By 2016 the sums were tiny and the terms punitive: JDF advanced $37,000 against a $42,500 note and a $50,000 bridge loan, with a clause pushing the old $708,000 note's conversion discount from 35% to 50% if the bridge was not repaid within two months. The same filing announced talks with five noteholders to buy back $252,856 of notes and $195,000 of warrants for up to $460,000 cash plus $232,500 of fresh notes - an attempt to buy off the dilution with money the company plainly did not have, though the standstills did at least pause conversions.

material agreement

The restatement widened a month later: while fixing the warrant valuations the company found it had also failed to recognise a derivative liability on the conversion rights embedded in its convertible notes. Two separate accounting failures, both of them about the toxic financing that kept the company alive.

financial restatement

Told investors not to rely on two full years of audited accounts, plus three quarters, after discovering it had mis-valued the warrants issued to its convertible lenders by mishandling their full-ratchet anti-dilution terms. The very instruments that had been diluting shareholders since 2011 had never been accounted for properly.

financial restatement

Borrowed again from JDF - $708,000 of face value for $600,000 of cash paid in six monthly instalments, convertible at 65% of the lowest price in the previous twenty days (about four cents at signing), with 17.7 million warrants attached. Crucially, the note was secured in first position over every asset of Alta Disposal, the subsidiary holding the Blue Tap and Tero water businesses: the company had pledged its only real operations to the lender that was already diluting it.

material agreement

Two things at once, and the smaller one is the more revealing. The company completed its Alberta expansion, buying 50% of Tero Oilfield Services - not the 75% announced in August - for C$1 million through subsidiary Alta Disposal, with an option on a further 25%. It paid for it by signing eleven separate convertible loans in nine days, roughly $1.3 million from JSJ, Centaurian, LG Capital, St. George, Vista, Union Capital, Iconic, Adar Bays, Black Mountain, JDF and a numbered British Columbia company, almost every one convertible at half the recent low share price.

asset acquisition disposition

A fourth name, Blue Hill Associates, converted 50,000 preferred shares into 3.1 million common shares at 1.6 cents and immediately sold the entitlement on to Blue Citi. Roughly 29 million new shares went out in six weeks to four different holders of the same restructured debt.

capital raising announcement

Withdrew its December 2013 quarterly accounts a week after filing them, having wrongly charged expenses incurred by Blue Tap before the company owned it; the reported loss was about $138,000 too big. A small error, but it means the first set of accounts including the newly acquired subsidiary could not be relied on.

financial restatement

The Series B preferred started converting almost immediately, and not by JDF: Blue Citi took 80,000 of the preferred shares and turned them into 5 million common shares at 1.6 cents across two notices in a fortnight. What had been described as retiring debt was simply the same claim arriving as stock, in someone else's hands.

capital raising announcement

Restructured with JDF Capital, which by now held the old 2012 Hagen debenture too. The remaining $299,000 of that debenture got a slightly gentler conversion discount, but $1.13 million of 2013 notes were swapped for a new class of Series B preferred stock that still converts at half the lowest share price of the previous twenty days and ranks ahead of ordinary shareholders in a wind-up. The debt was not repaid, only reissued in a form that sits above the common stock.

material agreement

The dilution spiral became visible: JDF sold $150,000 of its loan on to Blue Citi, which converted just $48,900 of it into 3 million shares at 1.63 cents apiece. The company's debt was now being traded between lenders and turned into stock at prices that made the share count almost meaningless.

capital raising announcement

Completed the Blue Tap purchase, buying 51% of the Morinville water-disposal business for about C$450,000 through a new Alberta subsidiary, Alta Disposal, alongside 49% holder Excel Petroleum, with a path to 70% by funding a further $420,000 and Alexander Walsh installed as Blue Tap's chairman. The company finally owned a revenue-capable asset rather than an option, though the leases carry a 3% royalty to their former owner.

asset acquisition disposition

Took another $500,000 facility from JDF Capital, of which $250,000 was funded against a note of $306,250 that had eighteen months of 15% interest baked in up front, plus 3.1 million warrants struck at 7 cents. The warrant price tells the story on its own: 18.5 cents in February, 7 cents by September.

capital raising announcement

Agreed to buy 75% of Tero Oilfield Services, a family-owned Alberta water-hauling and disposal business, for $1.5 million - $50,000 down, $950,000 in cash by December and a $500,000 convertible note - plus a further $500,000 lent to Tero to clear its debts. A company drawing its own funding in $250,000 tranches from discount lenders had just promised $2 million in cash.

material agreement

Agreed to buy at least 51% of Blue Tap Resources for a $450,000 investment in its mothballed waste-water disposal site at Morinville, Alberta - 17 freehold leases with two gas wells and a disposal well - starting with a $300,000 bridge loan to restart the facility. This is where the company stopped being a lithium explorer and became an oilfield water-disposal business.

material agreement

Signed a third convertible lender within a fortnight, JDF Capital, for a secured note of $672,000 face against $600,000 cash, of which only $150,000 was funded up front, plus 3.6 million warrants at $0.185. Three lenders in nine months, each advancing money in small tranches - the profile of a borrower nobody wanted much exposure to.

material agreement

Brought in a second convertible lender, JMJ Financial, for a note of up to $1.1 million face against $1 million of cash - but only $100,000 was actually advanced at closing, the rest drawable only if both sides agreed. Warrants came at $0.185, another step down from the $0.20 Hagen had just been repriced to.

material agreement

Chief executive Alexander Walsh exchanged 20 million of his common shares for 20 million new Series A preferred shares that convert back one-for-one after a year and carry no other rights. Nothing changed economically for him, but 20 million shares came off the common count at exactly the moment a lender was converting debt into stock at a floating discount.

capital raising announcement

Replaced the whole tangle of Glottech agreements with a licence and sales agency contract straight from the Irish patent owner, GD Glottech International, paid for with 2 million shares. It made the company exclusive Canadian sales agent for the ultrasound machines in non-petrochemical mining, and put the Glottech-USA litigation risk behind it.

material agreement

Repriced both convertible debentures in favour of the lender, named here for the first time as Hagen Investments: the warrants and the conversion floor were cut from $0.45 to $0.20, with the 65%-of-the-twenty-day-low discount left in place. Less than four months after closing, the company was already renegotiating downward.

material agreement

Paid $150,000 to contract directly with GD Glottech-International in Ireland, the owner of the ultrasound patents, because its counterparty Glottech-USA was facing litigation and might not be able to honour the licence. The company's central asset turned out to rest on a chain of agreements it did not control.

material agreement

Closed the $1.5 million debenture on worse terms than announced: the warrant price was cut from $0.69 to $0.45 and, critically, conversion became the lower of $0.45 or 65% of the lowest share price in the previous twenty trading days. That floating discount means the cheaper the stock gets the more shares the lender receives - the mechanism that drove the relentless dilution of the following four years.

capital raising announcement

Agreed a second convertible debenture, $1.68 million face for $1.5 million cash after a $180,000 upfront discount, interest-free but convertible at $0.45 a share with 3.3 million warrants attached. The conversion price had almost halved from the $0.83 of nine months earlier - each round of funding was being priced off a lower share price than the last.

material agreement

Dropped the Salta brine option in Argentina barely a year after signing it, blaming the geology, the cost of the option payments and political unrest, and said it would concentrate on the Valleyview permits in Alberta. Two of the company's three original projects - British Columbia and now Argentina - were gone inside eighteen months.

material agreement termination

Deepened the Glottech relationship into an exclusive licence for the Swan Hills area of Alberta plus non-exclusive distribution rights across Canada, in return for royalties on any revenue. Note the quiet change of purpose: the machine is now described as treating lithium-bearing brine produced by oil and gas wells, the beginning of the company's drift from lithium mining into oilfield water services.

material agreement

Filed the full disclosure package declaring itself no longer a shell company, on the strength of the Valleyview lithium permits in Alberta, the Salta brine option in Argentina and the Glottech ultrasound licence. On paper the transformation from the propertyless Mariposa of 2009 was complete, though none of the three assets had yet produced anything.

asset acquisition disposition

Switched from selling shares to borrowing: a single investor agreed to buy $1.5 million of convertible debentures at 12% interest, with the first $1 million funded, convertible into stock at $0.83 a share plus warrants at $0.913. The company had sold shares at $5.25 six weeks earlier, so the lender was effectively promised stock at a sixth of that price - the first link in a chain of convertible notes that ran for the rest of the company's life.

capital raising announcement

Issued 2 million shares to sole officer and director Alexander Walsh for services, plus 450,000 each to incoming directors Jonathan Jazwinski and Brandon Colker vesting over three years. At the $5.25 the company had just sold stock for, Walsh's block alone was worth about ten times all the cash raised to date.

capital raising announcement

Agreed to buy and license a first unit of Glottech-USA's patented ultrasound water-treatment machine for the Alberta lithium project, for US$800,000 paid in stages, with Canadian exclusivity promised if five units were bought within a year. This equipment deal, not the lithium ground, became the company's main story for the next five years.

material agreement

Added a second lithium address weeks after the first: an option from Salta Water to earn up to 100% of the Salta Agua brine claims in Argentina, with 60% earned through staged cash payments and share issues over five years. A second early-stage option, still with no exploration completed on the first.

material agreement

The pivot that gave the company its name: took over, by assignment from Lithium Exploration VIII, an option on 100% of five lithium-prospective permits covering about 46,000 hectares in Alberta, in exchange for $500,000 of staged payments through to January 2014 plus royalties to First Lithium and the original vendor. British Columbia gold claims out, Alberta lithium in.

asset acquisition disposition

Two months after dropping the Nevada gold ground, took an option from Beeston Enterprises over half of eight mineral claims (about 3,900 hectares) in British Columbia, payable in 1 million shares plus C$250,000 of exploration spending by September 2011. The same filing abandoned a uranium joint-venture option signed with USA Uranium only weeks earlier.

material agreement

Walked away from its only project: the 400-acre Nevada gold claims optioned from Gold Explorations in 2006 were handed back, ending all payment obligations and leaving the company (then Mariposa Resources) with no property at all.

material agreement termination