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.
