Each one in plain English, with the numbers worked through for a shareholder.
4 Feb 2013auditor change● Neutral
A second amendment to the December 2012 auditor-change filing, filed to clarify the terms of the dismissal of John Kinross-Kennedy; Salberg & Company, P.A. remains the new auditor, with no disagreements reported. The filing's dates and details are inconsistent: it gives the new auditor's engagement as December 17, 2012 in one place and December 14 in another, describes the engagement as for the quarter ended July 31, 2012 and also for the year ending April 30, 2012 (earlier filings said April 30, 2013), cites board approvals dated February 2012 and February 2011, and signs under the name Daulton Capital Corp. The former auditor's February 1, 2013 letter agrees with the statements about him. The going-concern doubt noted in his 2011 and 2012 reports continues.
This amends the December 2012 auditor-change filing to fix a typo, now saying the company dismissed John Kinross-Kennedy rather than 'replaced' him. The facts are otherwise the same: Salberg & Company, P.A. is the new auditor, with no disagreements. The former auditor's confirming letter is dated February 1, 2013.
22 Jan 2013asset acquisition disposition● NeutralMajor
This amended filing describes the company's May 22, 2012 acquisition of Grimsby Investments Ltd, which holds the ARX Springs gold project rights (gold claims and tailings at Coonambula near Eidsvold, Queensland, Australia). Grimsby's shareholders received about 4.148 billion shares plus a commitment to pay $7,500,000 in royalties, and the deal was accounted for as a reverse merger with Grimsby as the accounting acquirer. It also records that the company abandoned oil and gas by April 30, 2011, terminated the Yukon options, changed its name to Celframe ARX Resources Corp. (May 25, 2012) and then ARX Gold Corporation (October 16, 2012), and that the $7,500,000 is now described as a discretionary royalty based on future operating profits rather than the promissory note described in August 2012. The risk factors include a going-concern warning and a limited operating history in mining.
On December 14, 2012 the company replaced its auditor John Kinross-Kennedy with Salberg & Company, P.A., for the year ending April 30, 2013. The filing says there was no disagreement, and the prior auditor's reports for fiscal 2012 and 2011 carried a going-concern warning. Principal offices are now in Brisbane, Australia.
On August 28, 2012 the company and the Grimsby Investments Ltd shareholders amended their May 2012 Share Purchase Agreement. The obligation to convert $75,000,000 of debt into preferred shares was cancelled, and $67,500,000 of the other $75,000,000 was waived. The remaining $7,500,000 is to be covered by a 10-year promissory note in favor of Endx Pte Limited and TigerSprey Pte Limited. This is the first mention in these filings of the Grimsby deal and it sharply reduces what the company owes under it; the filing says all other terms are unchanged.
2 May 2011material agreement termination▼ BadMajor
On April 29, 2011 the company and Shawn Ryan terminated the Ballarat and Hunker Yukon options, ending the gold-exploration commitments signed in February 2010. Ryan keeps all cash and shares already paid (the board consent cites 250,000 shares and $25,000 for Ballarat, and 1,000,000 shares and $25,000 for Hunker), and neither side owes the other anything further. Management's stated reason is that the short Yukon work season made the obligations not economically feasible.
On April 18, 2011 the company agreed with South Pacific Connection Limited (James Das) to buy an 80% working interest in the ELA 1857 mining claim in Papua New Guinea. It pays $35,000 and issues 2,500,000 restricted shares (500,000 a year on or before September 11, 2011-2015), and must spend $3,400,000 on the claim over five years to keep the interest. This is a new mining project that follows the Yukon options; the filing says the company may accelerate the payments.
This amends the February Ballarat filing. It corrects the spelling from Balarat and records a March 31, 2010 amendment adding 56 claims, taking the property from 38 to 94 claims covering about 19 square kilometers, on the same terms as the original option. The text states no change to the payment terms.
On February 25, 2010 the company signed a second option with Shawn Ryan, this time on the Hunker Project, 121 claims near Dawson City, Yukon. Terms: $400,000 in cash payments, $1,730,000 in exploration spending, 1,000,000 shares due by April 2010, and a 500,000-share bonus if exploration costs exceed C$3 million. Ryan keeps a 2% net smelter royalty, reducible to 1% for $2 million. A March 1 press release corrected the property description. This builds on the Ballarat option and adds to the Yukon gold exploration commitments.
On February 23, 2010 the company signed an option with Shawn Ryan to earn 100% of the Balarat (later spelled Ballarat) gold claims in the Yukon's Dawson Mining District, 38 claims at this stage. It must make staged cash payments, spend on exploration and issue shares through 2014 (cash of $400,000, expenditures of $1,260,000, 1,250,000 shares, plus a 500,000-share bonus if exploration costs exceed C$2.5 million). Ryan keeps a 2% net smelter royalty, reducible to 1% for $2 million. The company can terminate at any time, and this marks a move into gold exploration.
The company signed an agreement on April 25, 2009 to acquire about 90% of Energy Solutions People Inc. for 7,234,034 of its shares, with plans to buy the rest in May 2009 for 1,087,750 more shares. Energy Solutions, formed in 2007 and holding rights to wind turbines and solar generators, had not started sales or earned any revenue. This is a move into renewable energy, separate from the Oklahoma oil and gas interest, and it would issue a large number of new shares (about 8.3 million in total, from the text's figures). Closing was still subject to conditions.
The company (filing under the name Daulton Capital Corp.) bought a 5% working interest (4% net revenue interest) in six wells in Pawnee County, Oklahoma, from Energy Capture Corp. It paid with 300,000 restricted shares, valued at $90,000 ($0.30 per share) in the purchase agreement. Five wells were producing about 40 barrels of oil and 30 MCF of gas per day (gross, i.e. all owners combined) and the sixth is a saltwater disposal well. It also disclosed hiring petroleum engineer Joe Boury as a consultant on June 23, 2008.
