Each one in plain English, with the numbers worked through for a shareholder.
1 June 2020capital raising announcement▲ GoodMajor
On May 24, 2020 Can-Cal signed a definitive agreement with Archemetrix Mineral Resources (AMR) to process up to 9 million tons from its 120-acre Pisgah property over up to 15 years, with AMR bearing all capital costs. Can-Cal gets at least 40% of net profits from concentrate (rising with tonnage) and a 50/50 split of byproduct profits, plus a $1.2 million royalty advance paid in stages ($100,000 already received in Q3 2019). In return AMR gets warrants for 5 million shares at $0.20 to $0.25 expiring 2023-2024, which would dilute holders if exercised. A pilot is expected in Q3 2020 and full processing in the first half of 2021 if it succeeds. This resolves the search for a Pisgah partner mentioned a week earlier. The company also says its SEC filings are delinquent due to lack of capital over two years and Alberta and British Columbia cease trade orders are in effect.
What it means for a shareholder
5.0m new shares at $0.200 to raise about $1.2m. That's 10% dilution: every existing holder's slice gets 10% smaller. If you held $1,000 of shares (5,000 at the issue price), your slice goes from 0.0115% to 0.0103% of the company. To keep it you'd need 573 more shares - about $115 at the issue price.
On May 15, 2020 the board agreed to issue 500,000 restricted shares to advisory board member Richmond Graham for services, once the company is compliant with securities commissions: 250,000 vest immediately, 125,000 on signing definitive agreements with a Pisgah developer/processor, and 125,000 when SEC filings are current. The board cites very limited cash. The company says it is still negotiating a Pisgah development agreement and plans to bring SEC filings current, then address Alberta and British Columbia requirements. Shares dilute existing holders.
The PCAOB revoked L.L. Bradford's registration on December 3, 2015. Because Can-Cal had not yet filed its 2014 financials, Thayer O'Neal was engaged to re-audit 2013. The filing says 2014 financials were filed on 'January 7, 2014', which is likely a typo for 2016 (inference). The company's address is now Calgary, Alberta, and a director, Jonathan Legg, signed.
On August 17, 2015 L.L. Bradford, the auditor re-engaged in 2009, resigned, and Can-Cal engaged Thayer O'Neal Company PLLC for the fiscal year ended December 31, 2014. The filing reports no disagreements or reportable events. The company's address had moved to Toronto.
Filed in March 2014 but covering a June 30, 2010 agreement: Can-Cal engaged FutureWorth Capital Corp., whose principal William Hogan served as Executive Chairman, for $60,000 a year (deferrable or convertible into shares if the company could not pay). The filing says the agreement terminated December 31, 2012. This is late disclosure of a past arrangement that has already ended.
Filed in March 2014 but covering an event dated July 1, 2010: Can-Cal's employment agreement with G. Michael Hogan as President and CEO at $120,000 a year, payable in cash or, at the company's election, in shares. This is a late disclosure of an agreement that began in 2010, matching Hogan's appearance as CEO in earlier filings.
On March 3, 2014 Can-Cal amended and restated its April 2013 supply agreement with Candeo Lava Products for volcanic lava/cinders from the Pisgah property. Candeo pays the greater of $15 per ton or 35% (first year) then 50% of net sales margins, with exclusive removal rights for up to 1,000,000 tons plus further 1,000,000-ton increments. Candeo must pre-purchase at least 10,000 tons a year ($150,000) for three years; $64,750 has been received so far. The term is extended from 10 to 20 years with a 30-year option. All mining is subject to regulatory approvals. This gives Pisgah a new revenue arrangement beyond the earlier extraction testing.
25 Oct 2012capital raising announcement● NeutralMajor
On October 24, 2012 Can-Cal announced a non-brokered US$500,000 unsecured 12% convertible debenture financing maturing three years after issue, convertible at US$0.20 in year one, US$0.35 in year two and US$0.50 in year three. It is redeemable by the company after 18 months. It terminates a previously announced US$0.10 unit placement, and proceeds go to the Wikieup property (including drilling) and working capital reserve. Dr. Michael Giuffre, a physician and director of other companies, was also appointed to the board. The filing does not say whether the financing has closed or how much was raised.
Can-Cal closed a second tranche of the same unit placement: 1,020,000 units at US$0.06 for US$61,200 gross, each with a warrant at US$0.08 expiring August 18, 2012. Finders get $510 and 8,500 shares. The 8-K text also repeats the first tranche's US$128,800 total and 'January 3, 2011' date, which conflicts with the US$61,200 in the press release, so the filing is internally inconsistent. Uses of proceeds are unchanged from the first tranche. More dilution for existing holders.
What it means for a shareholder
1.0m new shares at US$0.060 to raise about US$61,200. That's 3.2% dilution: every existing holder's slice gets 3.2% smaller. If you held US$1,000 of shares (16,667 at the issue price), your slice goes from 0.0543% to 0.0525% of the company. To keep it you'd need 554 more shares - about US$33 at the issue price.
On January 3, 2011 Can-Cal sold 2,146,666 units at US$0.06 each for US$128,800 gross. Each unit is one share plus a warrant to buy another share at US$0.08 until December 31, 2012. Finders get $2,790 and 46,500 shares. The press release says this replaces the convertible debenture financing announced in June 2010 (the debenture amount was never stated), so that thread is closed by the release's wording. New shares and warrants dilute existing holders. Proceeds are for the Pisgah and Wikieup extraction work, a Wikieup drill program, Owl Canyon rare earth research, investor relations and working capital reserve.
17 June 2010capital raising announcement● NeutralMajor
On June 11, 2010 Can-Cal sold an unsecured 12% convertible debenture to accredited investors, maturing about June 11, 2013, convertible at $0.25 per share. The company can force conversion if its 15-day average share price reaches $0.40. The filing does not state the debenture amount. Proceeds are earmarked, subject to further funding, for extraction process work at Pisgah and Wikieup, a Wikieup drill program, rare earth research at Owl Canyon, investor relations and working capital.
On February 19, 2010 Can-Cal closed the final tranche of its oversubscribed private placement: 1,144,000 units at $0.125 for $143,000. This completes the financing begun with the May 2009 first tranche; the total is $370,825 for 2,966,600 shares plus an equal number of warrants at $0.15 expiring March 31, 2011, with the same stated uses as before.
What it means for a shareholder
1.1m new shares at $0.125 to raise about $143,000. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
3 June 2009capital raising announcement● NeutralMajor
On May 28, 2009 Can-Cal sold 967,600 units at $0.125 each for $120,950 gross, each unit being one share plus a warrant at $0.15 expiring March 31, 2011. The money is for exploration and testing at the Pisgah and Wikieup properties, to fund rescission of certain earlier share sales required by the British Columbia Securities Commission after the April 24, 2009 partial revocation of a Cease Trade Order, and for working capital. New shares and warrants dilute existing holders.
What it means for a shareholder
967,600 new shares at $0.125 to raise about $120,950. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
This amendment repeats the March 2009 auditor change (DeJoya Griffith dismissed, L.L. Bradford engaged) and adds the auditor's Exhibit 16.1 letter. It carries no new facts about the change itself.
On March 17, 2009 Can-Cal dismissed DeJoya Griffith & Company, LLC as auditor and on March 19, 2009 re-engaged L.L. Bradford, LLC, the firm it dropped in 2005. DeJoya's reports for 2006 and 2007 contained a going-concern uncertainty, and the filing reports no disagreements.
Filed in April 2006, this restates the July 15, 2005 dismissal of L.L. Bradford & Company as auditor and engagement of De Joya Griffith & Company, LLC, with no disagreements and no adverse opinions. It corrects the earlier March 2006 filing, which named the new firm as DeJoya & Company, CPA and referred to the wrong fiscal years (2003 and 2004 are now cited).
Filed in March 2006, this reports that L.L. Bradford & Company was terminated as auditor on July 15, 2005 and DeJoya & Company, CPA was engaged, with no disagreements and no adverse opinions. It reverses the 2002 appointment of L.L. Bradford, and the filing is internally inconsistent: its cover date is July 18, 2005 and it refers to fiscal years ended December 31, 2005, which had not yet occurred at the stated termination date.
21 July 2005material agreement termination▼ BadMajor
Can-Cal decided not to proceed with the Pinos Project joint venture with Minera Apolo after its due diligence review, ending the option agreements signed in March 2005. Minera Apolo received 107,143 restricted shares ($24,000) earlier and a further 111,607 restricted shares ($25,000) on the decision, and the company says it is now focusing on its U.S. properties.
As of March 31, 2005, SMR signed two option agreements with Minera Apolo for 29 gold-silver concessions (about 3,100 hectares) in the Pinos District, Zacatecas, Mexico: a right to earn 51% of a roughly 130-hectare JV block, and a letter of intent to acquire 100% of the rest. Each carries a 90-day due diligence option, and Can-Cal is issuing 218,750 restricted shares to Minera Apolo at $0.224 per share for the signing payments.
Can-Cal's wholly owned Mexican subsidiary, Sierra Madre Resources (SMR), finished first-phase sampling at its Arco Project in Durango State, Mexico (463 hectares). 34 of 44 rock chip samples assayed gold from 0.10 to 5.07 g/t, and SMR has applied for a neighbouring 3,217-hectare Arco 2 concession. A second sampling phase was scheduled for the end of July; these are surface samples only, and no drilling or resource estimate is reported.
Can-Cal's auditor, Murphy, Bennington & Company, declined to stand for re-election effective June 14, 2002, and the board engaged L.L. Bradford & Company, LLC for the 2002 audit effective June 25, 2002. The filing says the prior auditor's reports had no adverse opinion and there were no disagreements.
