All American Gold Corp. (AAGC) company history: the story so far

History

A former shell turned Nevada gold explorer, All American Gold dropped its China and Iowa Canyon interests, raised modest sums, added a British Columbia option in 2012, and deregistered in 2018.

2010-2011: A shell turns to Nevada gold

All American Gold Corp., then called Osprey Ventures, began as a shell company. On August 23, 2010 it signed three agreements with TAC Gold Inc.: an option to earn 70% of the Belleville property in Mineral County, Nevada, an option on 35% of Goldfield West in Esmeralda County, and a 12-month right of first refusal (first chance to buy) on Iowa Canyon. It took on TAC Gold's payment and spending duties to Minquest Inc., with Belleville named as the near-term focus.

In October 2010 a 1-for-10 forward split lifted shares from 9,040,000 to 90,400,000, and the company took its new name. Brent Welke became president on December 1, 2010 on a 36-month consulting deal that included 2,500,000 restricted shares. The company paid $200,000 and $100,000 up front on Goldfield West, earning its 35% interest, and on November 23, 2010 issued $355,500 of convertible notes that could dilute shareholders.

The company also held an option on the Gao Feng gold property in China. After drilling returned no significant mineralization, it ended that option effective January 31, 2011, leaving Nevada as its focus.

2011-2012: Small raisings and a narrower portfolio

Funding came in small private placements to non-US investors. On July 11, 2011 the company sold 400,000 shares at $0.50 for $200,000, and on July 13 issued 875,000 shares at $0.40 on conversion of a $350,000 note, which appears to be linked to the earlier notes. On September 5 it sold another 400,000 shares at $0.70, raising $280,000. Shares on issue ended 2011 at 96,594,455.

On September 9, 2011 it took a 15% option on Iowa Canyon from TAC Gold and paid $50,000. On January 12, 2012 the board dropped it rather than pay a further $50,000, saying it would concentrate on Belleville and Goldfield West. An April 2012 letter of intent with Desert Pacific Exploration on the Essex property in Nevada expired on May 12, 2012, and the record does not show the outcome.

2012-2018: A Canadian option and deregistration

On November 1, 2012 the company agreed an option with James Hason on the Alex property in British Columbia, paying $6,000. Keeping it alive required $2,000 by March 31, 2013 and $200,000 by October 30, 2013. Exercising it would need $250,000 in cash or shares by June 1, 2016, $800,000 of work and a 2% royalty. The company's address had moved to San Diego, California. Shares on issue stood at 96,636,122 at the end of 2012 and 2013.

The record then goes quiet. On May 21, 2018 All American Gold deregistered its securities, ending its obligation to file reports with the SEC. The filings do not show how the Alex option or the Nevada projects ended up.

Written from the 9 story beats below (2010 to 21 May 2018), which come from the company's own announcements and filings.

Beat by beat

The events that changed the company's story, in plain English, each written against everything known about the company at the time. The dot shows whether it was good, bad or neutral for shareholders.

shares on issue market cap (log scale)

201896.6m shares · US$19k market cap

21 May
All American Gold Corp. deregistered its securities, ending its obligation to file reports with the SEC.
listing compliance notice
96.6m shUS$19k

201296.6m shares · US$531k market cap

8 Nov
On November 1, 2012 the company agreed with James Hason to an option to buy the Alex mineral property in British Columbia, Canada, paying $6,000 now, with further payments ($2,000 by March 31, 2013 and $200,000 by October 30, 2013 to keep the option alive) and, if exercised, $250,000 in cash or shares by June 1, 2016, $800,000 of work, and a 2% royalty. Its address is now San Diego, California. This is a new, non-Nevada property, and the text was truncated before the technical conclusions.
material agreement
96.6m shUS$531k
18 Jan
The board decided on January 12, 2012 to drop the Iowa Canyon property (15% option from TAC Gold, entered September 9, 2011, with $50,000 already paid) rather than pay a further $50,000 due by January 11, 2012. It says it will focus on Belleville and Goldfield West and owes TAC nothing more. The Parkside investor relations agreement was also extended two months from February 1, 2012 at $2,500 per month.
material agreement termination
96.6m shUS$8.2m

201196.2m shares · US$78.9m market cap

8 Sept
On September 5, 2011 the company sold 400,000 new shares at $0.70 each, raising $280,000, to one non-US investor. This is a higher price than the $0.50 placement in July 2011 and adds to the share count.
capital raising announcement
96.2m shUS$78.9m
25 July
The company sold 400,000 new shares on July 11, 2011 at $0.50 each, raising $200,000, to one non-US investor. On July 13, 2011 it also issued 875,000 shares at $0.40 on conversion of a $350,000 convertible note. This adds shares for existing holders' stake to be diluted by, and the conversion is the first sign of the November 2010 convertible notes (inference: $355,500 notes, likely the same ones) being converted.
capital raising announcement
92.9m shUS$38.1m
7 Mar
The company filed a full-form report restating the August 2010 TAC Gold deals and adding company background, because it was a shell company before those agreements. It states that it earned its 35% Goldfield West interest by paying $300,000 and must keep up $98,000 of payments and $770,000 of spending over seven years, that its Belleville option requires $170,000 of payments and $1,320,000 of spending, and that its Iowa Canyon right of first refusal runs to August 23, 2011. Background covers the October 15, 2010 1-for-10 forward split (9,040,000 to 90,400,000 shares), the renaming from Osprey Ventures, authorized shares raised to 800,000,000, and Brent Welke's appointment as president on December 1, 2010 with a 36-month consulting deal (2,500,000 restricted shares plus US$1,000 per month). The text is truncated, so any further content is not captured.
asset acquisition disposition
4 Feb
The company terminated its option on a 25% interest in the Gao Feng gold property in China, effective January 31, 2011, after a Phase I exploration report. The board cited the high cost and risk of a second phase, the poor Phase I results (the drilling returned no significant mineralization) and the relatively lower risk of spending the same funds on its Nevada properties. No further work will be done on the project, which ends the company's China interest and leaves the Nevada properties as its focus.
material agreement
6 Jan
Now named All American Gold Corp., the company amended its August 2010 report to fix errors and add detail on its TAC Gold deals. Belleville obligations are now stated as $170,000 in payments and $1,320,000 in exploration spending (earlier: $190,000 and $1,420,000), and its Goldfield West share is $98,000 in payments and $770,000 in spending, after $200,000 (paid September 14, 2010) and $100,000 (paid November 24, 2010) paid up front. It also disclosed $355,500 of non-interest-bearing convertible notes issued November 23, 2010 to one non-US creditor, maturing November 23, 2015, convertible at 75% of the average closing bid over the prior ten trading days, which could dilute shareholders if converted.
asset acquisition disposition

2010

26 Aug
On August 23, 2010 Osprey Ventures entered three agreements with TAC Gold Inc.: an option on a 70% interest in the Belleville property (Mineral County, Nevada), an option on a 35% interest in the Goldfield West property (Esmeralda County, Nevada), and a 12-month right of first refusal on the Iowa Canyon property. It assumed TAC Gold's payment and exploration-spending obligations to Minquest Inc., and must reimburse TAC Gold, in cash or its own shares, for TAC Gold shares issued to Minquest. The filing names Belleville as its near-term focus; a convertible note subscription with Citiglory Consultants is listed as an exhibit.
asset acquisition disposition