Chile Mining Technologies Inc. company history: the story so far

History

A blank-cheque shell became a Chilean copper business in 2010, missed its 2012 profit targets, triggering extra share issues, and moved to leave SEC reporting in 2018.

2008-2010: From shell to copper company

The company began as a shell called SMSA El Paso I Acquisition Corp. On 18 November 2008 it acquired Latin America Ventures, Inc. by issuing 1,500,000 new shares. That gave Pierre Galoppi 75% of the 2,000,016 shares outstanding, with Halter Financial Investments keeping 400,000 shares (20%). Galoppi became sole officer and director. The company had no capital and no candidate identified, and said its plan was to find a Latin American private company to merge with.

The search ended in May 2010. On 12 May the company acquired 99.9% of Chilean copper company Minera Licancabur S.A. for 6,000,000 shares, 83.33% of the company, after Halter Financial and Galoppi agreed to cancel 3,600,500 of their shares. It also sold 2,089,593 shares at $2.78, raising $5,809,000, with warrants (rights to buy more shares) for 1,044,803 shares at $3.61. Halter Financial Group received a $190,000 note at 3%, convertible at $2.78, and a warrant for 985,104 shares. Control passed to Minera's founders, led by Jorge Orellana as Chairman and CEO. The company now ran copper electrowinning operations, a way of recovering copper from solution, called 'MINI plants'.

2010-2018: Missed targets and deregistration

Investors were also given make-good warrants, exercisable at $0.01, that would become exercisable if net income for 2011 and 2012 fell short of $14,382,102 and $15,179,687. On 27 July 2012 the company, now named Chile Mining Technologies Inc., said it had missed its targets for the year ended 31 March 2012, so the make-good warrants vested in full. Shares on issue rose from 9,364,593 at the end of 2011 to 10,587,102 at the end of 2012 and 11,164,134 at the end of 2013, though the filings do not say how many warrants were exercised.

The record is then quiet, and filings do not describe how Minera's operations fared after 2012. On 26 September 2018 the company filed to deregister its securities, which would end its duty to file SEC reports. That filing was withdrawn on 2 October 2018 because holders of record exceeded the limit, so it remained a reporting company at that date. Eric Hirsch signed as CEO.

Written from the 5 story beats below (2008 to 26 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)

201811.2m shares

26 Sept
Chile Mining Technologies Inc. deregistered its securities, ending its obligation to file reports with the SEC.
listing compliance notice
11.2m sh

201210.2m shares

27 July
The company, now named Chile Mining Technologies Inc., said it did not meet the financial targets for the year ended 31 March 2012 set in the May 2010 private placement. As a result the make-good warrants have vested in full and can be exercised for common stock. This is the dilution trigger set up in 2010; the filing gives no share count or price, though the 2010 terms had a $0.01 exercise price.
capital raising announcement
10.2m sh

2010

14 May
On 12 May 2010 the company acquired 99.9% of Chilean copper company Minera for 6,000,000 shares (83.33% of the company), after Halter Financial and Galoppi agreed to cancel 3,600,500 of their shares. It also sold 2,089,593 shares at $2.78 ($5,809,000) with warrants for 1,044,803 shares at $3.61, plus make-good warrants (exercisable at $0.01) that become exercisable if 2011 and 2012 net income falls short of $14,382,102 and $15,179,687. Halter Financial Group received a $190,000 3% note convertible at $2.78 and a make-good warrant for 985,104 shares. Control passed to Minera's founders, led by Jorge Orellana as Chairman and CEO; the empty shell now holds a copper business with 'MINI plant' electrowinning operations, and earlier Galoppi/Halter holdings were sharply reduced.
business combination
13 May
On 13 May 2010 the company announced it had closed a reverse acquisition of Chilean company Minera Licancabur S.A. and a private placement with accredited investors, with details to follow in another 8-K. This resolves the shell's search for a Latin American business; the filing itself gives no terms.
capital raising announcement

2008

21 Nov
The shell company (then SMSA El Paso I Acquisition Corp.) acquired Latin America Ventures, Inc. on 18 Nov 2008 by issuing 1,500,000 new shares, giving Pierre Galoppi 75% of the 2,000,016 shares outstanding. Halter Financial Investments kept 400,000 shares (20%). Galoppi became sole officer and director, and the company said its plan is to find a Latin American private company to merge with; it had no capital and no candidate identified. This explains the earlier 75% holder filing for Galoppi.
business combination