Each one in plain English, with the numbers worked through for a shareholder.
13 Jan 2009capital raising announcement● NeutralMajor
This amended report repeats the Odysseus III LLC placement (1,000,000 shares at $0.10, $100,000) and adds that Odysseus now holds 49.8% of the shares outstanding as of December 29, 2008, with Jeffrey Rich holding its voting power. On January 6, 2009 Odysseus agreed for one year (no renewal) to vote its shares as directed by Robert Rich. Before the issue, Rich held about 10% and AUC LLC, controlled by Strathmore's CFO Pat Groening, about 12%. The filing reports this under 'change in control'. The 49.8% figure implies the company had only about 2 million shares outstanding after the issue, far fewer than the 276 million in the earlier context, so a large share reduction or consolidation seems to have occurred (an inference; the filing does not explain it).
30 Dec 2008capital raising announcement● NeutralMajor
On December 17, 2008 the company agreed to sell 1,000,000 shares at $0.10 each to Odysseus III LLC, and issued them on December 29, 2008. The company says the money is meant to go towards the costs of listing on the Canadian National Stock Exchange. At $0.10 a share this is far below the $0.75 paid by the 2007 placement investors and the $0.53 used for the Nu Star shares in September.
On September 22, 2008 the company said it will pay a 12% cash refund to investors in the 2007 private placement, under subscription terms requiring a share registration within six months of closing. The company says the refund hurt its ability to meet next year's commitments. It has advanced over $1.7 million to the Pinetree-Reno Creek venture, its board curtailed project activity on July 30, 2008, and it says it needs substantial funding and is exploring alternatives to preserve the company and its projects.
On September 18, 2008 the company signed a one-year lease and option with Nu Star Exploration LLC to buy mineral properties in Arizona. It paid US$119,550 in cash and issued 150,943 shares at $0.53 (the US$80,000 share portion). This is a second project alongside Pinetree-Reno Creek.
On August 7, 2008 the company issued a consultant, Michael Baybak, fully vested options over up to 800,000 shares at $1.25, exercisable until August 1, 2012. The agreement exhibit is dated effective August 1, 2007. The company's address is again shown as Denver.
On March 14, 2008 the company granted a consultant, Raymond Foucault, options over up to 250,000 shares at $0.80, exercisable until March 14, 2012 and subject to vesting. The company's office also moved to Vancouver.
On January 15, 2008 the company granted a director (the exhibit names Robert Rich) options over up to 300,000 shares at $1.00, exercisable until January 15, 2013 and subject to vesting. This is a small potential dilution under the 2007 Stock Option Plan.
On December 20, 2007 the company closed a second, smaller private placement of 375,000 units at US$0.75, raising US$281,250, on the same unit and warrant terms as the September 2007 placement. Proceeds are for joint venture obligations and working capital. Hamish Malkin signs as CFO and Director, a new name in the filings.
What it means for a shareholder
375,000 new shares at US$0.750 to raise about US$281,250. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
On September 4, 2007 the company closed a private placement of 8,086,829 units at US$0.75, raising US$6,065,125. Each unit has one share and a half warrant, with each whole warrant exercisable at $1.25 until August 23, 2009. Finders' fees of 7.5% are payable, partly in stock, and proceeds are for joint venture obligations and working capital. This adds new shares and warrants, so existing holders are diluted.
What it means for a shareholder
8.1m new shares at US$0.750 to raise about US$6.1m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
The company signed the formal option and joint venture agreement with Strathmore effective August 20, 2007, turning the May letter of intent into a definitive deal on the same terms (60% earn-in of Pinetree-Reno Creek, about 16,000 acres, $33 million over 6 years). It issued 6,000,000 shares to Strathmore on August 24, 2007. It earns 22.5% after spending $5 million, and Strathmore operates until the 60% is earned.
Effective June 15, 2007 the company hired Carson Seabolt for investor relations and marketing at US$2,000 a month. He was also granted up to 75,000 stock options at $1.50 per share, exercisable for five years. The filing gives no other terms.
