Each one in plain English, with the numbers worked through for a shareholder.
27 Apr 2022material agreement● NeutralMajor
On April 21, 2022 the company agreed to buy all of CR Reward LLC from Waterton Nevada Splitter, LLC. The price is $12.5 million cash at closing, 7,800,000 shares at a deemed C$1.70, a second payment in cash and/or shares so that the shares plus second payment total $15 million, and a $17.5 million cash deferred payment due within 90 days of closing, secured by a deed of trust on CR Reward's property. Waterton's share ownership is capped at 9.99%, and closing needs conditions including Toronto Stock Exchange approval of the share issuance. This is a new acquisition thread that needs more funding and could add dilution.
On March 4, 2021 the company closed the private placement, issuing 7,555,556 shares and 3,777,784 warrants (exercisable at C$2.80 for three years) for gross proceeds of C$17 million. The press release says insiders including Richard Warke and other strategic investors subscribed, and CEO Maryse Belanger says the funds will pay for a 2021 drill program of more than 85,000 metres plus environmental, permitting and engineering work. This completes the financing announced in February.
What it means for a shareholder
7.6m new shares at about C$2.25 to raise about C$17.0m. That's 12% dilution: every existing holder's slice gets 12% smaller. If you held C$1,000 of shares (444 at the issue price), your slice goes from 0.000796% to 0.000701% of the company. To keep it you'd need 60 more shares - about C$135 at the issue price.
On February 21, 2021 the company raised the size of the February private placement to 7.56 million units at C$2.25, for total gross proceeds of C$17.0 million (up from about C$15 million). Terms are otherwise the same: one share and a half warrant per unit, with warrants exercisable at C$2.80 for three years. This continues the February financing and means slightly more dilution than first announced.
What it means for a shareholder
7.6m new shares at C$2.25 to raise about C$17.0m. That's 12% dilution: every existing holder's slice gets 12% smaller. If you held C$1,000 of shares (444 at the issue price), your slice goes from 0.000796% to 0.000701% of the company. To keep it you'd need 60 more shares - about C$135 at the issue price.
11 Feb 2021capital raising announcement● NeutralMajor
On February 10, 2021 the company announced a fully subscribed private placement of about C$15 million: 6.7 million units at C$2.25, each with one share and a half warrant exercisable at C$2.80 for three years. Per the press release it is fully subscribed by insiders including Richard Warke and other strategic investors, with proceeds for exploration at the Bullfrog project and working capital. This is new financing following the October 2020 deal and will dilute existing holders.
What it means for a shareholder
6.7m new shares at C$2.25 to raise about C$15.0m. That's 11% dilution: every existing holder's slice gets 11% smaller. If you held C$1,000 of shares (444 at the issue price), your slice goes from 0.000796% to 0.000711% of the company. To keep it you'd need 53 more shares - about C$119 at the issue price.
The name change to Augusta Gold Corp. and a one-for-six reverse stock split took effect on January 26, 2021, so every six shares became one. Fractional shares were rounded up, no cash was paid, and the Series B preferred conversion terms, options and warrants were adjusted proportionately (exercise prices multiplied by six, share numbers divided by six). Authorized share numbers did not change. This is a restructuring of the share count and does not by itself change anyone's percentage ownership.
On October 26, 2020 the company closed both deals announced on October 9: it bought all of Bullfrog Mines LLC from Homestake Mining Company of California and Lac Minerals (USA) LLC for 54,600,000 units and a 2% net smelter royalty, and sold 110 million units to the Augusta Group for C$22 million. The filing says the Barrick parties and the Augusta Group now own a majority of the common shares, the board was replaced except David Beling, and a new management team (Maryse Bélanger as President and CEO, Michael McClelland as CFO) took over. The company also owes a C$1.2 million fee to Fort Capital Partners and acquired rights to 1,500 acres next to its Bullfrog deposit. Existing holders are heavily diluted and no longer control the company; this resolves the pending transaction.
15 Oct 2020capital raising announcement▲ GoodMajor
On October 9, 2020 the company signed the definitive purchase agreement with Homestake Mining Company of California and Lac Minerals (USA) LLC for all of Bullfrog Mines LLC, along with subscription agreements for 110 million units for C$22 million with the Augusta Group. Each deal closes only if the other does, and a C$1.2 million fee to Fort Capital Partners is due at closing. The company's press release says the March 2015 Barrick lease and option has been terminated and the Barrick back-in right eliminated. It also says the Barrick royalty falls to a minimum 0.5% on certain Barrick lands already subject to royalties, and closing is expected in Q4 2020, subject to approvals including the Canadian Securities Exchange. This turns the September term sheet into binding agreements and replaces the old option structure with outright ownership of the Barrick-held assets.
This information statement gives notice of the board change tied to the deal signed October 9, 2020: a purchase agreement for Bullfrog Mines LLC (54,600,000 units plus a 2% royalty to Barrick parties) and C$22,000,000 of Augusta Group subscriptions (110,000,000 units at C$0.20). Beling stays on the board while the other directors resign. The filing lists 161,230,237 common shares and 19,229,166 Series B preferred outstanding as of October 9, 2020, so the new issuances would be large relative to the current share count. This resolves the term sheet into signed agreements, but closing is still subject to conditions. No shareholder vote is requested.
The termination date of the September 2020 Barrick/Augusta term sheet was extended by one day to October 8, and then by another day to October 9, 2020. All other terms stayed the same. This continues the deal and shows the definitive agreements were not yet signed when the deadline was reached.
On September 7, 2020 the company signed a binding term sheet to buy all of Bullfrog Mining LLC (the successor to Barrick Bullfrog Inc.) from Barrick-related parties. In return it would issue 54,600,000 units (a share plus a four-year C$0.30 warrant each, about 15.9% of shares after closing) and a 2% royalty. Alongside this, the Augusta Group (Augusta Investments Inc. and others) would buy 110,000,000 units at C$0.20 for C$22,000,000. All directors except David Beling would resign, with Dan Earle, Maryse Belanger and Don Taylor joining, and Belanger becoming President. Definitive agreements were due within 30 days. Separately, the Barrick Bullfrog option on the SW Montgomery-Shoshone pit, first signed in March 2015, was extended to October 23, 2020. This is a major turn: a much larger raise and a change of control of management, with heavy dilution to existing holders.
What it means for a shareholder
110m new shares at C$0.200 to raise about C$22.0m. That's 41% dilution: every existing holder's slice gets 41% smaller. If you held C$1,000 of shares (5,000 at the issue price), your slice goes from 0.00312% to 0.00185% of the company. To keep it you'd need 3,427 more shares - about C$685 at the issue price.
On January 16, 2020 the company sold 15,384,615 units at CAD$0.13 for CAD$2,000,000. Each unit was one common share plus a two-year warrant on half a share at CAD$0.20. It paid CAD$118,918 in finder's fees plus 914,750 finder warrants at CAD$0.20. The price is higher than the $0.05-$0.08 raises in 2017-2019, though it is in a different currency. The filing says 7,692,308 shares were issued in connection with the offering, which does not obviously match the unit count and is not explained.
What it means for a shareholder
15.4m new shares at C$0.130 to raise about C$2.0m. That's 40% dilution: every existing holder's slice gets 40% smaller. If you held C$1,000 of shares (7,692 at the issue price), your slice goes from 0.0338% to 0.0202% of the company. To keep it you'd need 5,200 more shares - about C$676 at the issue price.
On June 4, 2019 Peterson Sullivan LLP resigned as auditor and the board appointed Davidson & Company LLP in its place. Peterson's reports for 2017 and 2018 carried no adverse opinion but noted substantial doubt about the company's ability to continue as a going concern. The filing reports no disagreements or reportable events.
On February 12, 2019 the company sold 16,700,000 units at $0.05 each for $835,000 to accredited investors. Each unit was one common share plus a two-year warrant to buy half a share at $0.10. The proceeds were used for general corporate purposes. This continues the pattern of small raises that add shares and warrants.
What it means for a shareholder
16.7m new shares at $0.050 to raise about $835,000. That's 14% dilution: every existing holder's slice gets 14% smaller. If you held $1,000 of shares (20,000 at the issue price), your slice goes from 0.0192% to 0.0166% of the company. To keep it you'd need 3,208 more shares - about $160 at the issue price.
On May 23, 2017 the company sold 10,200,000 units at $0.08 each for $816,000 to accredited investors. Each unit was one common share plus a two-year warrant to buy another share at $0.15. The money is for general corporate purposes. This continues the pattern of funding through share sales, and the share count and warrants grow as a result.
What it means for a shareholder
10.2m new shares at $0.080 to raise about $816,000. That's 10.0% dilution: every existing holder's slice gets 10.0% smaller. If you held $1,000 of shares (12,500 at the issue price), your slice goes from 0.0136% to 0.0122% of the company. To keep it you'd need 1,382 more shares - about $111 at the issue price.
The company settled the April 2016 NPX Metals convertible note, which with interest stood at $278,437.50 on July 25, 2016, by issuing NPX 18,562,500 Series B preferred shares on August 1, 2016. This clears the debt with shares instead of cash and adds to dilution. The filing refers to an April 25, 2016 note, while the earlier NPX note in the context is dated April 2014; the filing doesn't explain the difference.
On July 25, 2016 the company sold 18,666,667 shares at $0.015 for $280,000: 7,666,667 common and 11,000,000 Series B preferred. The money paid RMB Australia Holdings under the July 7 settlement and went to general corporate purposes. This funds the RMB payout through heavy dilution at a very low price.
What it means for a shareholder
18.7m new shares at $0.015 to raise about $280,000. That's 18% dilution: every existing holder's slice gets 18% smaller. If you held $1,000 of shares (66,667 at the issue price), your slice goes from 0.0768% to 0.0632% of the company. To keep it you'd need 14,337 more shares - about $215 at the issue price.
7 July 2016capital raising announcement▲ GoodMajor
On June 30, 2016 the company settled all obligations under the December 2012 RMB Australia Holdings facility, which stood at $2,789,996 of principal and interest as of March 31, 2016. It paid $250,000 cash from recent private placements and issued one million shares on July 5, 2016. This resolves the company's main debt facility. The filing doesn't say what happened to the 7,000,000 RMB warrants or the Standard Gold share pledge.
On June 21, 2016 the company sent notice ending its option with Arden Larson on the Klondike Project in Nevada (agreement dated June 11, 2012, amended May 6, 2015). It issued Larson 270,000 shares as full and final payment and has no further obligations. This ends the Klondike project that the April 2014 NPX note was raised to fund.
On July 22, 2015 the company sold 5,583,847 shares at $0.016 each to one accredited investor for $89,341, for general corporate purposes. The price is far below the $0.25 units sold in 2012 to 2014, so the shares are dilutive at a much lower value.
What it means for a shareholder
5.6m new shares at $0.016 to raise about $89,341. That's 9.8% dilution: every existing holder's slice gets 9.8% smaller. If you held $1,000 of shares (62,500 at the issue price), your slice goes from 0.121% to 0.109% of the company. To keep it you'd need 6,773 more shares - about $108 at the issue price.
On March 23, 2015 the subsidiary Rocky Mountain Minerals Corp. entered a lease and purchase option with Barrick Bullfrog Inc. over 6 patented, 20 unpatented and 8 mill site claims near Beatty, Nevada, including the SW half of the Montgomery-Shoshone pit. With the October 2014 option on the NE half, the company says it now controls the whole pit. To exercise, it must spend $1.5 million over five years and, at closing, transfer 3,230,000 company shares to Barrick Gold Corporation. The property carries a royalty, a back-in right and an overriding royalty.
On October 29, 2014 the company's subsidiary Rocky Mountain Minerals Corp. took a 10-year option from Mojave Gold Mining Corporation on 12 patented claims in Nye County, Nevada, next to the Bullfrog Gold Project and covering the NE half of the Montgomery-Shoshone pit. It issued 750,000 shares, paid $16,000, and must pay $190,000 more over 10 years, subject to a royalty. This builds the company's Nevada position after leaving Newsboy.
4 June 2014material agreement termination▼ BadMajor
On May 30, 2014 the company gave notice ending its option on the Newsboy Project in Arizona with Southwest Exploration Inc., effective June 30, 2014 (the filing misprints 3014). It will pay $20,860 for annual claim maintenance and have no further obligation. Newsboy was the project the 2012 financings were raised to fund, so this ends that thread and the company leaves the project.
On April 25, 2014 the company borrowed $220,000 through an unsecured 12.5% convertible note from NPX Metals, Inc., due in 24 months, to fund the Klondike Project in Nevada and for general corporate purposes. It pays a 10% arrangement fee and issued 220,000 warrants at $0.35. NPX can convert into shares at $0.25, with a further three-year warrant per share purchased. This adds debt and potential dilution.
This amendment to the February 25, 2013 restatement notice only adds a letter from the auditor, Peterson Sullivan LLP, as an exhibit. The restatement text is unchanged and no new figures are given.
On February 25, 2013 management said financial statements for the quarter ended September 30, 2011, the year ended December 31, 2011, and the quarters ended March, June and September 2012 can no longer be relied on, because the warrants from the September 2011 placement were wrongly valued. The warrant liability at September 30, 2011 rises by $563,301 and the 2011 net loss falls by $563,301. The company says the change is non-cash and plans amended 10-K and 10-Q filings. This affects the earlier quarterly loss figures reported for 2012.
On February 4, 2013 the company sold 1,800,060 units at $0.25 for $450,015, each with one common share and a four-year warrant at $0.35. The proceeds are to be used primarily for a future investor relations campaign. A $12,000 placement fee was paid and the placement agent received 48,000 warrants. A resale registration statement is due by April 4, 2013 with 1% per month damages up to 6% if late. This continues the dilutive private placements begun in November 2012.
What it means for a shareholder
1.8m new shares at $0.250 to raise about $450,015. That's 4.5% dilution: every existing holder's slice gets 4.5% smaller. If you held $1,000 of shares (4,000 at the issue price), your slice goes from 0.0106% to 0.0101% of the company. To keep it you'd need 191 more shares - about $48 at the issue price.
On December 17, 2012 the company sold 2,000,000 units at $0.25 for $500,000, each with one common share and a four-year warrant at $0.35. It used all the money to pay Antibes International Corp. under a new consulting agreement covering management consulting, business advisory, shareholder information and public relations services. Up to a further $500,000 is owed to Antibes if more units are sold on the same terms. This is the investor relations campaign flagged in November's possible $575,000 closing, and it dilutes existing holders.
12 Dec 2012capital raising announcement● NeutralMajor
On December 10, 2012 the company, through its subsidiary Standard Gold, entered a $4.2 million secured loan with RMB Australia Holdings Limited at LIBOR plus 7%, to fund a work program at the Newsboy gold project in Arizona and general corporate purposes. The loan is guaranteed by the company, secured on the Newsboy assets and a pledge of all Standard Gold shares, and repayable 24 months after closing. The company will issue 7,000,000 warrants at $0.35, and must keep $500,000 in a segregated account and seek an exchange listing within 12 months. This is the company's first major debt facility and adds both leverage and potential dilution.
20 Nov 2012capital raising announcement● NeutralMajor
On November 19, 2012 the company raised $1,075,000 selling 4,300,000 units at $0.25 each, each with a four-year warrant at $0.35, and created a new Series B preferred stock. The $200,000 September note was converted into 804,600 Series B preferred shares plus warrants, resolving that debt through issuing shares, and 276,000 common shares and warrants were issued for $69,000 of legal fees. Per the press release, the money is mainly for the Newsboy Gold Project in Arizona; a further $575,000 of subscriptions may close later, to be used mainly for an investor relations campaign. This dilutes existing holders.
