Each one in plain English, with the numbers worked through for a shareholder.
1 Apr 2011material agreement▲ GoodMajor
On March 28, 2011 Kisa signed a Master Earn-In agreement with North Fork LLC on its Southwest Kuskokwim claims (about 42,280 acres). North Fork can earn 51% by spending $3,000,000 by October 31, 2013, and 75% with a further $3,000,000 by October 31, 2016, and up to 90% in any claim block by completing a Bankable Feasibility Study. Gold Crest keeps a free-carried 10% until a decision to mine, then can contribute at 10% or dilute to a 2% royalty; North Fork manages the work. This is a new partner for the Alaska claims after the Newmont and Golden Lynx ventures ended.
29 Dec 2009material agreement termination▼ BadMajor
On December 23, 2009 TintinaGold Resources (formerly Mantra Mining), which received Cougar's whole Golden Lynx interest on May 1, 2009, resigned from the Golden Lynx LLC. The filing says Tintina also failed to meet its initial contribution requirements, so its interest ends and it has no further rights to distributions or payments except as provided in Section 6.3 of the operating agreement. This ends Cougar/Tintina's role in the venture that began in April 2008; the filing does not say who now holds the interest or what Kisa does next.
On May 1, 2009 Kisa and Cougar Gold signed a restated amendment to the Golden Lynx joint venture, pushing the first earn-in deadline from April 18, 2011 to April 18, 2013 and the second from April 18, 2013 to April 18, 2015 (subject to further extensions in the agreement). Cougar will also pay Kisa $15,000 for materials and equipment Kisa owned that Cougar already had. This gives Cougar more time to meet its spending, and continues the Golden Lynx thread.
On April 3, 2009 Gold Crest signed an amended and restated Asset Purchase Agreement with Frank Duval, replacing the March 13, 2009 purchase agreement for the Idaho claims. The agreement is an attached exhibit, and the filing text does not say what changed, so the terms may differ from the $50,000 deal.
19 Mar 2009asset acquisition disposition▼ BadMajor
On March 13, 2009 Gold Crest agreed to sell its Golden Meadows Project claims in the Stibnite district (46 mill site and 185 lode claims) to Frank Duval, a related party holding over 5% of the shares, or a company he forms. It also assigns the Bradley, Oberbillig and JJO agreements to him. The price is $50,000: $25,000 received March 17, 2009 and $25,000 due October 1, 2009. If the purchaser backs out by August 1, 2009, the company keeps the first $25,000. This disposes of the Idaho position built in early 2008.
16 Dec 2008material agreement termination▼ BadMajor
On December 12, 2008 Newmont notified Kisa it was terminating all three May 2008 joint venture agreements (AKO, Luna and Chilly). Under the agreements Newmont pays the government fees due for the calendar year of the notice. This ends the Newmont earn-in deals, leaving the Cougar/Electrum Golden Lynx venture as the other Alaska partnership in the record.
On September 9, 2008 Cougar Gold told Gold Crest it would not enter an agreement on the Idaho properties. The company must now issue Cougar 500,000 extra shares at no additional cost. This resolves the Idaho joint venture proposed in June: it did not go ahead. The same filing does not discuss the remaining $500,000 share purchase, which was tied to that deal.
Cougar's due diligence on the Idaho properties ran past the original period. The company says it needs cash for items including claim maintenance fees. Cougar bought 500,000 shares for $50,000 at $0.10, and exclusivity was extended to October 15, 2008. If no Idaho deal is reached by then, the company issues another 500,000 shares at no cost. The $50,000 is credited against Cougar's required payments under the Golden Lynx joint venture. The remaining $500,000 from the June subscription is not mentioned as received.
What it means for a shareholder
500,000 new shares at $0.100 to raise about $50,000. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
18 June 2008capital raising announcement▲ GoodMajor
Cougar Gold agreed to buy 8,000,000 shares at $0.10 ($800,000). The first $300,000 closed June 16, 2008; the other $500,000 depends on a proposed deal and is expected by August 13, 2008. That deal is a letter of intent for Cougar to earn 60% of the Idaho properties by spending $4,500,000 over four years, with the option to reach 85%. It is subject to due diligence and a definitive agreement, and this raises Cougar's stake in the company after its April share purchase.
What it means for a shareholder
8.0m new shares at $0.100 to raise about $800,000. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
Kisa signed three joint venture agreements with Newmont North America Exploration on its AKO, Luna and Chilly claim groups in Alaska. Newmont can earn 51% on each property by spending $3,000,000 and drilling 3,000 meters by the end of 2011, plus cash payments of $25,000 (2009) and $50,000 (2010). It can go to 70% with a further $6,000,000 and 3,000 meters by the end of 2015. Newmont would operate.
Gold Crest's Alaska subsidiary Kisa agreed to form Golden Lynx, LLC with Cougar Gold (part of Electrum Ltd.), contributing 104 Alaska claims. Cougar starts with 55% by spending $750,000, $1,250,000 and $1,500,000 over three years, and can reach 80% (Kisa 20%) with a further $2,500,000. Cougar also paid $250,000 for 1,666,667 shares at $0.15. Separately, director Gerald Booth resigned on April 22, 2008.
A press release announcing the Bradley Mining lease and option for 175 acres in the Stibnite-Yellow Pine district. The company says it now controls more than 4,350 acres there and has named the project Golden Meadows. The release says no confirmation drilling has been done and no proven or probable reserves exist. It restates an already-reported deal and adds historic drill results.
Gold Crest signed a lease and option with Bradley Mining Co. on nine patented mining claims (about 175 acres) in the Stibnite district, Valley County, Idaho. It paid $75,000 for an option through March 30, 2009 to buy them for $300,000 in total, with $225,000 more due if it exercises. This adds to the Idaho land position from the January options.
Gold Crest Mines (the filing names it as the registrant, with Thomas H. Parker signing as President and CEO) took two options, running to August 15, 2008, on Valley County, Idaho property. One is a 5% royalty for $1,642,480 (paid $400,000 now, $400,000 at closing, the rest by note at 6% interest). The other is patented claims of about 255 acres for $435,620 (paid $125,000 now, $100,000 at closing, the rest by note at 6% interest). Both are options, not purchases, so the company must decide by August 15, 2008 whether to exercise.
