30 Dec 2010listing compliance notice▼ BadMajor
BEKEM METALS INC deregistered its securities, ending its obligation to file reports with the SEC.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
17 Dec 2010capital raising announcement▼ BadMajor
On December 15, 2010 Bekem agreed a $500,000 loan from Techgroup Finance Limited at 15% interest, maturing May 31, 2011, secured by 65% of the stock of its subsidiary Kazakh Metals, Inc. (effective on Kazakh ministry consent). Techgroup can convert the debt into shares at $0.0029 each, which would give it about 57% of the company and a change in control, heavily diluting current holders. Bekem also promised to deregister its shares and stop reporting under the Exchange Act within 120 days, which would end public reporting. This loan is far smaller than the $28,000,000 raised in 2006; the filing does not state why it was needed.
28 Dec 2009asset acquisition disposition● NeutralMajor
On December 21, 2009 Bekem received the rest of the $5,000,000 and transferred its interest in Kaznickel to Ertis, completing the sale. Bekem no longer holds the Gornostai concession it acquired in 2005, leaving KKM (Kempirsai and Mamyt) as the assets described in the filings so far.
4 Dec 2009asset acquisition disposition● Neutral
Closing of the Kaznickel sale was extended by five business days on November 30, 2009. Bekem had received $4,903,470 of the $5,000,000 so far.
5 Nov 2009asset acquisition disposition● NeutralMajor
On November 3, 2009 Bekem signed the definitive agreement to sell Kaznickel LLP (holder of the Gornostai nickel/cobalt concession) to Ertis Ferronickel Works for about $1,882, conditioned on Ertis providing $5,000,000 to Kaznickel to repay part of its $5,814,456 debt to Bekem. The $500,000 already paid counts toward this, with $4,500,000 due at closing within 20 business days; the remaining $814,456 of debt is to be assigned to SAT & Company, an owner of Ertis. This follows through on the February 2009 memorandum, and Bekem will have no interest in Gornostai after transfer.
3 Apr 2009material agreement termination▲ GoodMajor
On March 30, 2009 the Supreme Court's supervisory board dismissed the General Prosecutor's protest and affirmed the earlier decisions cancelling the termination of the KKM licenses and contracts. This resolves the licence dispute in the company's favor.
24 Feb 2009material agreement termination▼ BadMajor
On February 18, 2009 Kazakhstan's General Prosecutor filed a protest to the Supreme Court's supervisory board seeking to overturn the rulings that reinstated KKM's licenses, reopening the dispute the company had won in April 2008. The company plans to file a formal objection and expects a hearing in March 2009.
17 Feb 2009material agreement● NeutralMajor
On February 13, 2009 Bekem signed a non-binding memorandum for Ertis Ferronickel Works to buy 100% of Kaznickel LLP, the subsidiary holding the Gornostayevskoye deposit acquired in 2005, for about $630 plus repayment of $5,000,000 of loans Kaznickel owes Bekem. A definitive agreement still needs negotiation, due diligence and ministry approval; $500,000 is due within five days of signing.
25 June 2008material agreement● NeutralMajor
On June 19, 2008 Bekem agreed to lend Latimer a further $7,500,000, bringing the loan to $14,900,000, still due March 1, 2009. The loan now carries 2% annual interest from when it was provided (it was interest-free before), and the pledged consortium interest rises from 23% to 39%. This expands the exposure to Latimer opened in the May 2008 loan.
5 June 2008material agreement● NeutralMajor
On May 30, 2008 Bekem lent $7,400,000 interest-free to Latimer Assets Inc., repayable by March 1, 2009. The loan is secured by a pledge of a 23% interest in a consortium between its subsidiary KKM, GRK Koitas and Asia-Invest; Latimer reportedly owns substantial interests in GRK and AI. The filing does not say why the loan was made.
25 Apr 2008material agreement termination▲ GoodMajor
On April 22, 2008 Kazakhstan's Supreme Court rejected the ministry's appeal and upheld the ruling cancelling the termination of the KKM Kempirsai contracts and licenses. This continues the licence dispute in the company's favor, though the text here mentions reinstatement of Kempirsai rights specifically in its opening paragraph.
7 Mar 2008material agreement termination▲ GoodMajor
This amendment reports that Kazakhstan's mining ministry (MEMR) terminated KKM's Kempirsai nickel/cobalt and Mamyt brown coal contracts and licenses by notices dated December 10, 2007, citing unspecified failures in work programs. On February 29, 2008 the Astana city court ruled the termination illegitimate and reinstated the licenses; the ministry had until March 15, 2008 to appeal. The termination threatened the core KKM assets acquired in 2005, and the first-instance ruling in the company's favor is not yet final.
11 Feb 2008financial restatement▼ BadMajor
On February 5, 2008 Bekem concluded that its 2005 and 2006 annual accounts and its quarterly accounts from March 2006 to September 2007 can no longer be relied on, after SEC staff comments. The company had presented itself as a production stage company, but under SEC Industry Guide 7 it must be treated as an exploration stage company because its Soviet-era reserve reports do not meet SEC standards. Restated statements will expense stripping costs, reclassify revenues and costs, and correct deferred compensation and the 2006 weighted-average share count. This resolves the earlier open point that there was no current reserve report, by confirming the company is exploration stage; no restated figures are given in the text.
18 July 2006capital raising announcement▲ GoodMajor
On July 14, 2006 Bekem closed a private placement of 8,000,000 units at $3.50 each to two non-U.S. investors, raising $28,000,000. Each unit is three restricted shares plus a warrant at $2.00 for two years, so 24,000,000 new shares and 8,000,000 warrants are issued, diluting existing holders; the filing says there is no change in control. Placement agent Aton Securities gets a 5% cash fee ($1,400,000) and 2,400,000 warrants at $1.17 exercisable for eighteen months. This follows the earlier need for exploration funding.
What it means for a shareholder
8.0m new shares at $3.50 to raise about $28.0m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
Create a free account to see this worked out for your own holding.
2 May 2006asset acquisition disposition▼ Bad
This amendment supplies the financial statements and pro forma figures for the October 2005 Kazakh Metals deal. The pro forma shows a combined 2005 net loss of $1,959,718 on revenue of $266,578. KMI bought KKM on June 1, 2005 for $100,000 plus $6,531,255 of assumed debt. The company's address is now Almaty, Kazakhstan.
28 Oct 2005asset acquisition disposition● NeutralMajor
On October 24, 2005 Bekem agreed to buy Kazakh Metals, Inc. for 61,200,000 new shares, giving it Kyzyl Kain Mamyt LLP (KKM), which holds nickel, cobalt and Mamyt brown coal licenses in northwestern Kazakhstan, including the Kempirsai deposit. Shares outstanding rise to 100,088,888, diluting existing holders, and entities tied to Mr. Hsuih Chi Hun hold 51.5%. The filing says there is no change in control. KKM sold about 62,000 tons of ore for roughly $280,000 in 2004, has no current reserve report, and the roughly $69 million valuation it relied on has not been audited.
13 Apr 2005asset acquisition disposition▼ Bad
This amendment, filed under the new name Bekem Metals, adds the audited Condesa financial statements and pro forma figures omitted from the January 2005 acquisition filing. The pro forma figures show about $1.27 million of total assets (mostly $1.18 million of mineral property rights), a $675,460 asset retirement obligation and 38,300,000 shares outstanding. Condesa's auditor flagged substantial doubt about its ability to continue as a going concern, as it has no proved reserves or production.
2 Feb 2005asset acquisition disposition● NeutralMajor
On January 28, 2005 the company (then EMPS Research) bought Condesa Pacific S.A. for 35,000,000 new shares. Condesa's main asset is a contract, held through its subsidiary Kaznickel, to explore for and produce nickel, cobalt and other minerals in the 616-hectare Gornostayevskoye field in eastern Kazakhstan. The seven Condesa shareholders now hold about 90% of the company, so existing shareholders were heavily diluted. The company's business shifts from its eddy-current separator technology to Kazakhstan minerals, and it says it must first obtain funding for exploration.
7 Nov 2003auditor change● Neutral
The board chose Hansen, Barnett & Maxwell as the new independent auditor on November 5, 2003, replacing David T. Thomson, P.C., which had stopped auditing public companies. This resolves the open auditor search from the October 2003 filing.
9 Oct 2003auditor change● Neutral
The company (then called EMPS Research Corporation) said its auditor, David T. Thomson, P.C., notified it on September 22, 2003 that it would stop auditing public companies, citing the cost and liability from the Sarbanes-Oxley Act. The filing says the auditor's reports were clean and there were no disagreements, and the company is looking for a replacement.