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Bluforest Inc.

US:BLUF
No current share price held for this company.

Past year: ▼ 100%(0.00c – 0.01c USD)

Market cap
—
Shares on issue
—
Story beats
8 since 2011
Last event
6 Feb 2013

History

A small mining-claims shell, Greenwood Gold, failed on its British Columbia option, then became Bluforest, an Ecuador carbon-credit developer paying for assets with large share issues.

2011-2012: From British Columbia claims to Ecuador

The company, then called Greenwood Gold Resources, began 2011 as a mining explorer. In February it signed an option with Candorado Operating Company Ltd. to earn up to 100% of the Summer mining claims in British Columbia, issuing 6,144,975 restricted shares (4.5% of shares outstanding) to Candorado. In June the board settled $60,000 owed to CEO Branislav Jovanovic by issuing him 60,000,000 shares, and 100,000,000 more shares were issued that month. This left 242,699,975 shares outstanding, with Jovanovic holding 53.56%, so other holders were heavily diluted. In August Candorado terminated the option after the company missed the payment and exploration spending due by August 17, and it kept no rights to the property.

In February 2012 the company turned to Ecuador, agreeing to buy the Hacienda Juval property from Oceanview Real Estate for 70,000,000 shares, after a planned 1-for-500 reverse split. Charles Miller was to replace Jovanovic as sole officer and director. That deal was rescinded because Oceanview did not deliver the title documents.

2012-2013: Bluforest and the carbon-credit properties

On March 30, 2012 the company instead agreed to buy rights to a property of about 105,000 hectares from Global Environmental Investments Limited (GEIL) for 75,000,000 restricted shares, a 75% control interest. By June, now named Bluforest Inc., it corrected its filing to say the purchase covered timber and related rights, to be developed as a carbon credit project. The package also included a three-year consulting deal with Mainland Investment Ltd. at $1,000,000 a year, and debt settlements, including about $152,000 owed to Jovanovic.

In July Bluforest agreed to buy the roughly 30,000-hectare Hacienda Forestal San Agustin from Ecuador Farms S.A. for 26,750,000 shares, which the filing valued at about $180,000,000. The shares sat in escrow, to be cancelled if the transfer was not completed. Year-end share counts rose from 424,500 in 2011 to 104,193,166 in 2012, in line with these large issues.

In late 2012 it signed two non-binding letters of intent, for PROFOCO in the UK and New World Generation in Ontario; neither had a formal agreement. On January 30, 2013 it issued 100,000,000 shares to non-U.S. creditors to settle $900,000 of debt. As of February 6, 2013, no one held over 50%, Amanda Miller had resigned as an officer on January 10 amid a restructuring, and the property transfers and both acquisitions were still unresolved.

Written from the 8 story beats below (2011 to 6 Feb 2013), which come from the company's own announcements and filings.

Beat by beat

The events that changed the company's story, in plain English, each written against everything known about the company at the time. The dot shows whether it was good, bad or neutral for shareholders.

shares on issue market cap (log scale)

2013104m shares · US$252m market cap

  1. 6 Feb

    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.

    capital raising announcement

    104m shUS$252m

2012100m shares · US$653m market cap

  1. 2 July

    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.

    material agreement

    100m shUS$653m
  2. 7 June

    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.

    material agreement

    100m shUS$552m
  3. 11 Apr

    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.

    material agreement termination

    425k shUS$3.4m
  4. 22 Feb

    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.

    material agreement

    425k shUS$3k

2011203m shares · US$5.9m market cap

  1. 26 Aug

    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.

    material agreement termination

    203m shUS$5.9m
  2. 9 June

    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.

    capital raising announcement

    127m shUS$133m
  3. 22 Feb

    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.

    capital raising announcement

    127m shUS$506m