20 June 2013listing compliance notice● NeutralMajor
CHINA SHEN ZHOU MINING & RESOURCES, INC.'s exchange filed to remove a class of its securities from listing.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
23 May 2013listing compliance notice▼ BadMajor
On May 17, 2013 NYSE MKT's staff said it would deny the company's request to extend its compliance deadline to October 24, 2013, reject its May 1 late-filer plan, and move to delist the stock, finding the company had not made progress consistent with its plan (accepted Jan 11, 2013). The company does not intend to appeal, and the filing warns there is no assurance a trading market will resume after delisting. This resolves the open question of the October 2012 notice and the April 2013 late-filing notice: the plans failed.
22 Apr 2013listing compliance notice▼ BadMajor
On April 17, 2013 NYSE MKT told the company it was out of compliance with listing rules because the 2012 annual report (Form 10-K) was not filed on time, and it must submit a plan by May 1, 2013 to regain compliance by July 16, 2013 or face delisting procedures. The company says the delay is due to ongoing talks with the SEC about how certain mine development costs were accounted for; a possible restatement would reverse about $2,287 thousand of capitalized costs in 2011, turning reported 2011 net income from operations of $2,249 thousand into a net loss from operations of $38 thousand. Preliminary 2012 net loss is estimated at $14,484-17,492 thousand, and the company cannot say when the 10-K will be filed. This adds to the October 2012 NYSE MKT notice.
22 Jan 2013auditor change● Neutral
The company's auditor Sherb & Co. merged into RBSM LLP effective January 1, 2013, so RBSM became the auditor, approved by the board on January 16, 2013. The filing states no disagreements and no adverse opinions; Sherb's report on 2010 financials included a going-concern uncertainty paragraph. The change results from the audit firm's merger, not a dispute.
4 Jan 2013material agreement● Neutral
On December 28, 2012 the company's subsidiary Xingzhen Mining paid about US$4.8M in cash to Jia Xiangfu and Chen Qiaoling, the Xinyi Fluorite sellers, who in return gave up their preferential claim to profits on ore above 500,000 tons. Afterwards all holders' claims on Xinyi's profit depend only on their equity shares. This amends the January 2011 Xinyi purchase terms.
7 Nov 2012listing compliance notice▼ BadMajor
On October 24, 2012 NYSE MKT told the company it is below a continued listing standard, based on its June 30, 2012 quarterly report, which covers substantial losses or financial impairment that makes continuing operations questionable. The company must submit a compliance plan by November 30, 2012 to regain compliance by April 24, 2013, or face delisting procedures. The company says it believes it can provide a satisfactory plan. This is a more serious notice than the December 2011 record-date notice.
7 Aug 2012material agreement▼ Bad
On August 7, 2012 the company agreed with the preferred-stock investors to change certain payment dates in the Series A preferred terms and to swap their warrants for new ones with a lower exercise price. The filing does not state the new price or dates here (they are in the exhibits). Lowering the price makes the warrants easier to exercise, which could add dilution for existing shareholders (inference).
21 Mar 2012material agreement▼ BadMajor
On March 21, 2012 the company agreed to sell up to $10 million of Series A convertible preferred stock with warrants to institutional investors, in two $5M tranches, first closing around March 26, 2012; estimated net proceeds are about $9.35M. The preferred converts at $2.04 and pays 5% dividends, and the warrants cover about 1,960,785 shares at $2.04 for 42 months, so conversion and warrant exercise would dilute existing holders. The press release says the money is meant partly to develop the three Guizhou mining companies bought earlier in 2012; investors waived the restriction from the January 2011 offering.
10 Feb 2012asset acquisition disposition● NeutralMajor
This amended filing restates the Wuchuan deal and adds two more Guizhou purchases made on February 7, 2012: 60% of Guizhou Qianshi Resources Development for RMB 6M (337,457 shares) and 60% of Yanhe Meilan Mining for RMB 9M (506,186 shares), both paid in company stock. With Wuchuan, total new shares to issue are 3,262,091, so shareholders are diluted further. The acquired-company financials are still promised later.
9 Feb 2012capital raising announcement● Neutral
This amendment adds a share-issuance disclosure for the January 2011 Xinyi Fluorite acquisition: 1,074,576 shares were issued on June 29, 2011 and another 1,139,128 on February 7, 2012, totalling 2,213,704 shares to two non-U.S. sellers. The second batch was issued after negotiation with the sellers, as the agreement requires when the stock price has changed. It adds to the share count and settles how the stock part of the Xinyi price was paid.
17 Jan 2012asset acquisition disposition● NeutralMajor
On January 16, 2012 the company, through its Inner Mongolia subsidiary Xiangzhen, bought 60% of Wuchuan Dongsheng Mining (Guizhou) from Gang Liu and Qiang Liu for RMB 93 million (about US$14.65M): RMB 43M in company stock (2,418,448 new shares) and RMB 50M in cash put into Wuchuan as new capital. Wuchuan has fluorite and barite mines and two processing plants; this adds a new Guizhou region alongside the Inner Mongolia, Anhui and Xinjiang interests. The $15M revenue and $4.5M profit for 2012 in the press release are management forecasts, and the required acquired-company financial statements are still to be filed by amendment.
19 Dec 2011listing compliance notice▼ Bad
On December 13, 2011 NYSE Amex told the company it broke a listing rule by not giving the exchange ten days' notice of the record date for its 2011 annual meeting. The company says it did not receive emails about the requirement. The filing mentions no delisting step or deadline.
29 Apr 2011material agreement● Neutral
The company signed an equity distribution agreement with Knight Capital Americas on April 28, 2011, letting it sell common stock from time to time through Knight for up to $29,999,974 gross, with a 3% commission. Neither side has to trade, so the actual amount raised, if any, is unknown, and any sales would dilute shareholders.
18 Apr 2011material agreement● Neutral
On April 12, 2011 Qianzhen Mining agreed to sell its 60% stake in Wulatehouqi Qingshan Nonferrous Metal Development (which owns the Qingxing No.2 copper mine) to Mao Huang for RMB 8.5 million (about US$1.3 million), paid by offsetting debt Qianzhen owes him. The filing states he is a related party, holding 5% of Xingzhen Mining, in which the company holds 90%. The amount offset is to be fixed in a later debt settlement agreement.
19 Jan 2011material agreement● NeutralMajor
The company agreed to sell 2,836,883 shares at $7.05 each, with warrants for 851,066 more shares at $8.46, in a registered direct offering to institutional investors, for about $20 million gross (about $19 million net). Afterwards about 30.8 million shares will be outstanding before warrants. The company says $5 million is for the Xinyi acquisition and renovation, and none for repaying debt. It also agrees to a 90-day limit on new securities issues and a 12-month bar on variable-rate deals, so existing shareholders are diluted.
14 Jan 2011asset acquisition disposition▲ GoodMajor
On January 13, 2011 the company, through Xingzhen Mining, acquired 55% of Xinyi Fluorite Company in Jingde County, Anhui Province for RMB 65 million (about US$9.85 million), paid as RMB 50 million in company stock and RMB 15 million in cash. Two other investors take 15%, and Xingzhen and those investors will pay a further RMB 28 million into Xinyi, including RMB 20 million for renovating its mining facilities. Management's press release hopes for about 35,000 tons of fluorite powder in 2011 (those are management hopes, not results). This extends the fluorite business beyond the Inner Mongolia base.
25 Sept 2009material agreement▲ GoodMajor
The company agreed to sell its Kyrgyz subsidiary Tun Lin (owner of Kichi-Chaarat and the Kuru-Tegerek copper-gold mine, bought in Nov 2007 for US$10 million) to Fortune Pegasus International for US$8.2 million, plus assignment of a US$1,761,784.78 loan, closing scheduled Oct 31, 2009. It also agreed to repurchase the entire $28 million notes from Mountview Path Limited for US$8 million cash plus 5 million shares, closing scheduled Nov 30, 2009; Mountview waives the defaults, gives up accrued interest, and the pledge on Yu and Xu's shares is to be released. The company states the sale proceeds will fund the repurchase. This resolves the default and acceleration thread, subject to closing; it adds new share dilution of 5 million shares.
13 May 2009debt financing▼ BadMajor
On May 8, 2009 Best Tone sent a notice of acceleration, stating the EBITDA defaults were not cured within 14 days, so the $28 million notes plus any accrued interest are declared immediately due. The company says it is in discussions with Best Tone about remedying the default. This continues the April default notice and moves it from a threat to an actual demand.
22 Apr 2009debt financing▼ BadMajor
On April 16, 2009, Best Tone Holdings Limited, now the holder of the $28 million 6.75% Senior Convertible Notes originally issued to Citadel, sent a notice of default saying the company missed minimum EBITDA targets for the quarters ended March 31, June 30 and September 30, 2008. If not cured within 14 days, the notes' $28 million could be declared immediately due. This is the covenant risk flagged in the earlier Citadel note amendments, now being enforced.
14 Jan 2009material agreement▲ Good
In January 2009 the company signed three fluorite ore supply contracts worth about RMB 11 million (US$1.6 million) for 16,000 tons, and a refined fluorite powder contract with Ningxia Jinhe Chemical Industry worth about RMB 48 million (US$7 million) for 40,000 tons, both covering January to December 2009. The attached press releases give the stock as listed on NYSE Alternext US (SHZ), which indicates the US listing sought under the Citadel notes was obtained (inference), and describe a Chairwoman and CEO, Jessica Yu.
6 Jan 2009auditor change● Neutral
On December 30, 2008 the company accepted the resignation of its auditor Grobstein, Horwath & Company, and on December 31 appointed Sherb & Co., LLP. The filing states there were no disagreements and no adverse or modified opinions in 2006 and 2007 or through December 30, 2008. This replaces the auditor engaged in February 2007.
2 Apr 2008asset acquisition disposition● Neutral
This is Amendment No. 3 to the September 2006 filing on the American Federal Mining Group share exchange, filed to correct a description and clarify some accounting issues (the explanatory note is mislabelled as Amendment No. 2). The deal terms and risk factors repeated in the visible text are the same as before, and no new transaction is announced.
30 Jan 2008listing compliance notice▲ GoodMajor
the American Stock Exchange certified CHINA SHEN ZHOU MINING & RESOURCES, INC.'s securities for listing, clearing them to begin trading.
12 Dec 2007material agreement● NeutralMajor
On December 10, 2007 Xiangzhen Mining and majority stockholder Xiaojing Yu agreed to sell 100% of Tianzhen Mining (the Xinjiang copper and lead-zinc exploration business, held 99% and 1% respectively) to Dechang Wang for HK$22 million (about US$2.76 million). A further HK$10 million (about US$1.25 million) is payable only if a geological report shows at least 200,000 tons of copper, lead or zinc reserves under the Jiangejier permit. The sale reverses the earlier build-up of the Xinjiang assets, and the chairman is a party to it as the 1% holder.
29 Nov 2007asset acquisition disposition▲ GoodMajor
On November 26, 2007 the company, through Xiangzhen Mining, completed buying 100% of Tun Lin, a Kyrgyz company, for USD 10 million, giving it indirect ownership of Kichi-Chaarat. Kichi-Chaarat holds an exploration license over 39,500 hectares in the Kurutegerek area and a mining license over the Kuru Tegerek deposit (900 hectares). This resolves the open question of whether the planned Kyrgyzstan purchase, about $10 million, went ahead.
16 Oct 2007asset acquisition disposition● Neutral
This is Amendment No. 2 to the September 2006 filing on the American Federal Mining Group share exchange, filed to correct and update the financial statements, business description and other information. It repeats the deal terms (20,000,000 shares, about 94%, to AFMG holders; 1,297,700 shares, about 6%, to original holders) and the risk factors, including reliance on a few customers, Qianzhen's ore supply contracts expiring June 2008, and a gold mine acquisition in Kyrgyzstan that it says it will complete. No new transaction is announced.
4 Oct 2007asset acquisition disposition▼ BadMajor
On September 28, 2007 the company agreed changes to the Citadel convertible notes with the trustee, The Bank of New York. The conversion price falls from $3.20 to $2.25 per share (444 shares per $1,000 note instead of 312), which could mean more new shares and dilution for existing holders if converted. The deadline for a US public listing moves from November 15 to December 31, 2007, with no interest payable October 1 to December 30, 2007 and 3.75% interest from December 31, 2007 if no listing is obtained (1.75% if a listing is later obtained and maintained). A net worth covenant is replaced by quarterly minimum EBITDA targets for 2008 and 2009, and other ratio covenants are deferred to the first quarter of 2010. A side agreement with Citadel bars the company from issuing securities or raising debt without Citadel's consent, and Citadel agrees to reasonably extend the listing deadline only for force majeure or changes in NASDAQ/AMEX/NYSE listing standards.
1 Aug 2007asset acquisition disposition● Neutral
This is an amendment to the September 2006 filing on the American Federal Mining Group share exchange, filed to correct and update the financial statements, business description and other information. It restates the deal terms (20,000,000 shares, about 94% to AFMG holders, 1,297,700 shares or about 6% to original holders), notes the October 20, 2006 name change, and adds risk factors, including reliance on a few customers, third-party ore supply contracts for Qianzhen expiring June 2008, and a planned Kyrgyzstan gold mine acquisition. No new transaction is announced.
1 Mar 2007auditor change● Neutral
On February 27, 2007 the company dismissed its prior auditors, Chisholm, Bierwolf & Nilson and e-Fang Accountancy, and engaged Grobstein, Horwath & Company to audit the 2006 financials. The filing reports no disagreements and no adverse or qualified opinions from the former auditors.
29 Dec 2006capital raising announcement● NeutralMajor
The $28 million Citadel convertible note financing closed on December 27, 2006: 6.75% notes due December 27, 2012, convertible at $3.20 per share, secured by the same pledge of about 79% of the shares by Ms. Yu and Mr. Xu. Citadel also gets the right to designate a director (and in some circumstances a second independent director) under a voting agreement. Proceeds are to repay the bridge notes from December 1 and December 21, 2006 and fund mine capital spending in China and Kyrgyzstan and working capital. This resolves the term sheet and bridge loan threads.