Each one in plain English, with the numbers worked through for a shareholder.
11 Sept 2012capital raising announcement▼ Bad
On September 5, 2012 the company sold a $200,000 promissory note to an accredited investor at 3% interest per month, due October 1, 2012. The company could extend the maturity by paying shares (50,000 shares for the first extension, 100,000 for the second to December 1, 2012), or pay a 100,000-share penalty to prepay. This is short-term, expensive borrowing that could dilute shareholders if share payments are triggered.
This amended filing restates the October 6 report on the Standard Gold merger. It corrects Item 2.01 disclosure, adds notes to the interim financial statements, and attaches David Beling's employment agreement. The deal terms shown (merger, $3,650,900 private placement, split-off) match the original; the amendment now describes the structure as Standard Gold merging with a new acquisition subsidiary and becoming a wholly owned subsidiary of the company, and states that 9,127,250 units were sold in the placement.
The company, renamed Bullfrog Gold Corp. from Kopr Resources Corp. in July 2011 after a roughly 51.7-for-1 forward split, closed a reverse merger on September 30, 2011 with Standard Gold Corp., a gold explorer holding about 6,860 acres of claims and leases in Arizona and Nevada. It also raised $3,650,900 in a private placement and split off its old business to a former officer in exchange for 22,510,919 shares being cancelled. This replaces the earlier Coronado Biosciences plan as the company's actual direction; afterwards 29,897,846 common shares and 4,586,539 Series A preferred shares were outstanding, and the properties have no reserves.
On March 14, 2011, the company (then Kopr Resources Corp.) signed a non-binding summary of terms for a possible reverse merger with Coronado Biosciences, Inc., plus a 60-day exclusivity agreement barring it from talking to other acquirers. A definitive deal needed due diligence and board approvals; the target was the second quarter of 2011, and the terms valued the company's existing stock at $1,000,000 before the deal. (Inference from later filings: this Coronado deal does not appear to be the one that was completed.)