Each one in plain English, with the numbers worked through for a shareholder.
19 Aug 2011capital raising announcement● NeutralMajor
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.
6 July 2011asset acquisition disposition● NeutralMajor
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.
The company dismissed its auditor Gruber & Company on June 17, 2011 and engaged De Joya Griffith & Company as auditor for the year ending December 31, 2011; the board approved both. Gruber's reports for 2008-2010 had no adverse opinion but each carried a going concern qualification, and the filing reports no disagreements with Gruber.
On May 6, 2011 the Santa Teresa subsidiary agreed to buy a 70% interest in two Chilean mining properties (Teresita uno de veinte and Los Pinos uno de treinta) from Benito Alfonso Ferrer Henriquez for $1,200,000, paid in installments over 36 months starting with $200,000 at completion. Completion depends on Ferrer buying out his current partner and forming a new joint venture, and is expected within 60 days. This adds to the company's mining property portfolio.
On May 19, 2011 the company amended its March agreement with Angelique de Maison, allowing her to buy up to 1,000,000 more shares at $1.00 each (2,000,000 in total). She had bought 981,702 shares already and bought a further 985,960 at signing. Either side can end the unbought portion after September 30, 2011. She held 14.58% beforehand. This continues the insider-funded equity raising.
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.
Now named Casablanca Mining Ltd., the company agreed on March 10, 2011 to sell up to 1,000,000 shares at $1.00 each to Angelique de Maison, an existing major shareholder. 315,000 shares were bought at signing and 230,000 on March 16, 2011. Unbought shares can be cancelled after June 30, 2011. This is a new round of equity funding from an insider, priced far above the earlier $0.05 valuation and $0.01 note conversion price (inference from the figures).
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.
7 Jan 2011asset acquisition disposition● NeutralMajor
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.
On December 21, 2010 the four principal shareholders advanced USD Energy $500,000, interest free and payable on demand. The company lent the proceeds on to Santa Teresa Minerals, which is using them to buy equipment to increase production at the Free Gold facility. This continues the pending Santa Teresa deal and adds a demand debt owed to insiders.
13 Dec 2010capital raising announcement● NeutralMajor
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).
