Casablanca Mining Ltd. company history: the story so far

History

A shell company that turned from oil and gas to Chilean mining in 2010, funded mainly by insiders, sold its copper sulfate project in 2012 and deregistered in 2018.

2010-2011: From oil and gas shell to Chilean miner

Casablanca Mining Ltd., then called USD Energy Corp., was a shell company that had planned an oil and gas business. In December 2010 it agreed to buy Santa Teresa Minerals, a Chilean gold and copper sulfate miner, for 25,500,000 new shares. At the same time, four principal shareholders agreed to buy 21,500,000 shares for $1,100,000. The deal closed on December 31, 2010, leaving 50,067,767 shares on issue. Control passed to the Santa Teresa side, and Juan Carlos Camus Villegas became CEO, with Zirk Engelbrecht as President.

Santa Teresa held a producing gold mine (Free Gold, 50%), exploration claims, a 60% copper sulfate project and a 60% electro-mining venture. The plans were ambitious: about $1.97 million to expand gold output, $1.0 million of exploration, a $6.2 million copper sulfate plant and a $2 million copper refinery. These depended on more equity, and the principal shareholders had only orally committed up to $6 million.

In 2011 the company moved to follow through. It agreed to lift its Free Gold stake to 99% and signed a $1,150,000 contract to build the sulfate plant. In June it bought 70% of the Teresita and Los Pinos gold properties for $1,200,000, paid in installments over 36 months. In August Camus swapped his $1,087,000 convertible note for $130,000 cash, 2,000,000 shares and a new $1,000,000 note at 10% interest, due November 1, 2012. Three directors also agreed to vote 10,500,000 shares as he directed until the end of 2013.

2011-2012: Insider funding and the sulfate sale

Director Angelique de Maison became the main funder. Having bought 4,000,000 shares at $1.00, she agreed in September 2011 to buy up to 4,200,000 more and bought 757,422 at once. In January 2012 she also advanced $900,000 to meet short-term cash needs, on terms still to be negotiated.

Then the plan reversed. In January 2012 Santa Teresa agreed to sell its 60% of the Sulfatos Chile copper sulfate project to Bluestone, a company linked to Camus and de Maison, who both abstained from the board vote. The sale closed on February 15, 2012. The company received 20% of Bluestone and cancellation of a $1.1 million demand loan from de Maison, plus a further $1.1 million payable in installments on demand. It kept an obligation to provide $214,000 to Sulfatos Chile. The board said it lacked the funds to develop the project.

As of February 2012, the company's focus was its Chilean gold interests, with several stake increases still awaiting recording by Chilean authorities.

2012-2018: A quiet record

The disclosures show nothing major after February 2012. Share counts rose slightly to 60,960,633 by the end of 2013, though the record does not explain this. On September 7, 2018 Casablanca Mining deregistered its securities, ending its obligation to file reports with the SEC.

Written from the 11 story beats below (2010 to 7 Sept 2018), 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)

201861.0m shares · US$549k market cap

7 Sept
Casablanca Mining Ltd. deregistered its securities, ending its obligation to file reports with the SEC.
listing compliance notice
61.0m shUS$549k

201259.5m shares · US$238m market cap

17 Feb
The Sulfatos Chile sale to Bluestone closed on February 15, 2012, resolving the January agreement, with changed payment terms. The company received 2,000 Bluestone shares (20%) and cancellation of a $1.1 million demand loan from de Maison (assigned to Bluestone) that the filing says is the loan from January 20, with a further $1.1 million payable in installments on demand. The company keeps an obligation to provide $214,000 to Sulfatos Chile. The board said it lacked funds to develop Sulfatos Chile and hopes Bluestone becomes a US reporting company, though that is not assured. Camus and de Maison own substantially all the rest of Bluestone.
asset acquisition disposition
59.5m shUS$238m
27 Jan
On January 26, 2012 Santa Teresa Minerals agreed to sell its 60% stake in Sulfatos Chile (the copper sulfate project) to Bluestone Minerals for 20% of Bluestone plus $2.2 million cash ($1 million at closing, $1.2 million in installments on request). Bluestone is linked to CEO Camus (director and shareholder) and director de Maison (majority shareholder); both abstained from the board approval. This reverses the copper sulfate plan from the January 2011 acquisition, and is a related-party sale.
material agreement
59.5m shUS$304m
20 Jan
As of January 17, 2012 director Angelique de Maison advanced the company $900,000 for short-term cash needs, with terms to be negotiated later. This adds a new insider debt with no stated interest or repayment terms, and continues her role as the company's main funder.
debt financing
59.5m shUS$304m

201154.0m shares · US$432m market cap

6 Sept
On September 1, 2011 director Angelique de Maison agreed to buy up to 4,200,000 more shares at $1.00 each, on top of the 4,000,000 she had already bought, and bought 757,422 immediately. Either side can end the unbought portion after December 31, 2011. This continues the insider-funded equity raising from March and May.
capital raising announcement
54.0m shUS$432m
19 Aug
On August 16, 2011 CEO Juan Carlos Camus exchanged his $1,087,000 convertible note for $130,000 cash, 2,000,000 shares and a new non-convertible $1,000,000 note at 10% interest, due November 1, 2012. This removes the earlier low-price conversion feature, which the press release says leaves no anti-dilution clauses in effect, but the note now bears interest. Three directors (Engelbrecht, de Maison, Ronk) also agreed to vote 10,500,000 shares as Camus directs until December 31, 2013, which adds to his control; he held 39% beforehand.
capital raising announcement
54.0m shUS$486m
6 July
On June 29, 2011 the company completed the purchase of a 70% interest in the Teresita 1-20 and Los Pinos 1-30 properties (described as a hard rock gold mine in Rancagua, Chile) from Benito Ferrer, resolving the May 6 agreement. The $1,200,000 price is paid in installments: $200,000 at closing, then amounts through the 36-month anniversary ($300,000 final). Ferrer keeps 30% and has no obligation to contribute to costs.
asset acquisition disposition
54.0m shUS$432m
21 Mar
Two Chilean deals by the Santa Teresa subsidiary. A February 2, 2011 agreement with Mario Oscar Comas San Martin raises its stakes in five gold-mining subsidiaries, including Free Gold from 50% to 99%, for 20,000 company shares plus $200,000 in five $40,000 monthly installments. Completion needs recording by Chilean mining authorities. On March 15, 2011 it also signed a $1,150,000 (plus taxes) contract to build a copper sulfate plant at the Sulfatos Chile Anico Project, expected to finish by October 24, 2011. This follows through on the plans set out in the January acquisition filing.
material agreement
50.1m sh
10 Jan
A required notice says that after a ten-day wait, Juan Carlos Camus Villegas will become CEO, Zirk Engelbrecht President, and the board will grow to four with Villegas, Engelbrecht and Ronk added, replacing the current sole director, Trisha Malone. It confirms 50,067,767 shares outstanding. The Santa Teresa side holds about 50.9%, and Villegas is shown at 40.8%. The $1,087,000 Villegas note was issued and is convertible at $0.01 per share, capped at 51% for the Santa Teresa group. The remaining principal-shareholder share purchases were completed on December 31, 2010. Control passes to the Santa Teresa side.
business combination
50.1m sh
7 Jan
The Santa Teresa Minerals acquisition closed on December 31, 2010, with 25,500,000 shares issued (valued internally at $0.05 each). The company stopped being a shell and changed its business from oil and gas to Chilean gold and copper mining, resolving the pending deal from December. Santa Teresa holds a producing gold mine (Free Gold, 50%), exploration claims, a 60% copper sulfate project and a 60% electro-mining technology venture. Plans include about $1.97 million to expand gold operations, $1.0 million of exploration, a $6.2 million copper sulfate plant and a $2 million copper refinery. These plans rely on further equity raising; principal shareholders have only orally committed up to $6 million more.
asset acquisition disposition
50.1m sh

2010

13 Dec
USD Energy Corp. (the filer; the company that later appears as Casablanca Mining Ltd.) agreed on December 7, 2010 to buy Santa Teresa Minerals, a Chilean gold and copper sulfate miner, for 25,500,000 new shares, replacing the October 25, 2010 acquisition and convertible debt agreements, which were terminated. It also agreed to issue a non-interest convertible note of up to $1,087,000 to Santa Teresa's majority shareholder, Juan Carlos Camus Villegas, due November 1, 2012. Separately, four existing principal shareholders agreed to buy 21,500,000 shares for $1,100,000; 10,750,000 shares ($550,000) were bought on December 7. Closing depended on an audit of Santa Teresa's 2008 and 2009 financials. If completed, Santa Teresa holders would own 51% and the principal shareholders 43%, which means heavy dilution for other shareholders (inference).
capital raising announcement