Each one in plain English, with the numbers worked through for a shareholder.
6 Feb 2013capital raising announcement▼ BadMajor
On January 30, 2013 Bluforest issued 100,000,000 shares to non-U.S. creditors to settle $900,000 of debt. The filing says this changed control: no one holds over 50%, but the issue dilutes the largest shareholder, Michael McCarthy, and by extension other existing holders. It also confirms that Amanda Miller resigned as an officer on January 10, 2013 as part of a restructuring and recapitalization. The debt settlement is separate from the earlier planned 25,000,000-share settlement of about $60,000 of creditor debt, which the filing does not mention.
On November 25, 2012 Bluforest signed a non-binding letter of intent giving it an option to acquire New World Generation, a private Canadian company in Owen Sound, Ontario that holds patents in wind turbine and energy storage technology. The price is a share-based deal still to be set during due diligence, and a formal agreement is only intended afterwards. This is a second option-style deal after the October PROFOCO letter, and it moves the company beyond carbon credits into renewable energy technology.
On October 8, 2012 Bluforest signed a non-binding letter of intent giving it an option to buy UK-based PROFOCO (Protection of Forests and Conservation), with share and/or cash payment to be set during due diligence. No price is stated, and a formal agreement is only intended after due diligence is complete.
Bluforest agreed to acquire the roughly 30,000-hectare Hacienda Forestal San Agustin property in Ecuador from Ecuador Farms S.A. for 26,750,000 newly issued restricted shares, which the filing values at about $180,000,000. The shares are held in escrow and returned for cancellation if the property is not definitively transferred, in which case the agreement is void. It is a second carbon-credit property alongside the GEIL property.
Now named Bluforest Inc., the company amended its April 2012 filing because the wrong agreement had been attached as Exhibit 10.1 and the description was based on it. The corrected text says the GEIL purchase covers timber and related rights on the roughly 105,000-hectare property, to develop it as a carbon credit project, rather than the oil and gas wording used earlier. The terms are unchanged: 75,000,000 restricted shares (a 75% control interest), the Mainland consulting deal and the debt settlements. The voting trustee is now named as Fred Nikoo instead of Amanda Miller.
The Oceanview (ORE) deal for Hacienda Juval was rescinded because ORE did not deliver the documents needed to transfer the property. Instead, on March 30, 2012 the company agreed to buy the rights to the property, now about 105,000 hectares, from Global Environmental Investments Limited (GEIL, Belize) for 75,000,000 restricted shares described as a 75% control interest. The Mainland consulting deal ($1,000,000 a year, 1,000,000 options at $1.00) and the debt settlements (25,000,000 shares for about $60,000; about $152,000 to Jovanovic within 90 days) carry over. This replaces the February 2012 deal and would give GEIL control of the company.
This amendment corrects one figure in the February 2012 Ecuador acquisition filing: the debt owed to Branislav Jovanovic, to be paid within 90 days, is about $152,000 rather than $112,000. Everything else in the original filing is unchanged.
The company agreed to acquire the roughly 80,197-hectare Hacienda Juval property in Ecuador from Oceanview Real Estate Company Ltd. for 70,000,000 restricted shares (issued after a planned 1-for-500 reverse split), plus 5,000,000 shares held in escrow for Douglas Andrus. Charles Miller is to replace Jovanovic as sole officer and director, a $1,000,000-a-year, three-year consulting deal with Mainland Investment Ltd. is planned, and about $60,000 of debt is to be settled with 25,000,000 shares. The filing says Jovanovic's debt is about $112,000, to be paid within 90 days; the next filing corrects this figure.
26 Aug 2011material agreement termination▼ BadMajor
Candorado told the company on August 20, 2011 (effective August 18) that it was in default and the Summer claims option was terminated. The company had issued the shares but missed the payment and exploration spending due by August 17, 2011, and now has no further rights to the property. This ends the British Columbia mining claims thread.
The board approved settling $60,000 owed to CEO Branislav Jovanovic by issuing him 60,000,000 shares at $0.001 per share. The filing also corrects the share count: 242,699,975 shares are outstanding after 100,000,000 more were issued in June 2011, and Jovanovic holds 130,000,000 (53.56%), so existing holders were heavily diluted.
22 Feb 2011capital raising announcement● NeutralMajor
The company (then named Greenwood Gold Resources) signed an option with Candorado Operating Company Ltd. to earn up to 100% of the Summer mining claims in British Columbia. It issued 6,144,975 restricted shares (4.5% of shares outstanding) to Candorado on February 22, 2011; earning a 40% interest required $350,000 of spending and a $150,000 cash payment within 6 months.
