Each one in plain English, with the numbers worked through for a shareholder.
7 Dec 2006material agreement● NeutralMajor
On December 1, 2006, Citadel bought $8.5 million of 10% senior notes due January 12, 2007, as a bridge to the larger $28 million convertible note financing. The notes are secured by about 79% of the company's shares (14,917,000 pledged by Ms. Yu Xiao Jing and 1,870,000 by Mr. Xu Xue Ming); the full financing is still subject to due diligence and definitive agreements.
Now named China Shen Zhou Mining & Resources, the company announced a term sheet for a US$28.0 million financing from Citadel Equity Fund, via senior secured convertible notes due 2012 with a 6.75% cash coupon, convertible at $3.20 per share, subject to due diligence by December 10, 2006. Proceeds are intended for buying a Kyrgyzstan copper and gold mine from Kichi Chaarat (expected cost about $10 million), capital spending in China, and working capital. Conversion into shares could dilute existing holders. (The filing's text also gives a maturity date of December 10, 2006, which appears inconsistent with 2012 notes.)
The deal with American Federal Mining Group closed on September 15, 2006: the company issued 20,000,000 shares for 100% of AFMG, which holds Chinese mining subsidiaries (Qianzhen, Xiangzhen, Tianzhen). This resolves the July agreement; AFMG holders now own about 94% and the original shareholders (1,297,700 shares) about 6%, and the former officers and directors resigned. The company is now a holding company for fluorite, copper, zinc and lead operations in Inner Mongolia and Xinjiang, with mining rights for the Beiaobaotu fluorite mine not being extended past November 2006.
Earth Products & Technologies signed an agreement on July 14, 2006 to issue 20,000,000 shares (about 93.9% of its diluted shares) for all of American Federal Mining Group, an Illinois holding company with Chinese mining subsidiaries (fluorite, zinc, lead, copper). If completed, existing shareholders would hold about 6% and management would be replaced; completion was expected by July 31, 2006 but subject to conditions, and the filing says there is no assurance it will close.
The company, then named Earth Products & Technologies, Inc., said its auditor Chisholm & Associates merged into Chisholm, Bierwolf & Nilson, LLC on February 9, 2004, and the board approved the change. The earlier audit reports for 2002 and 2001 carried a going-concern warning (doubt about the company's ability to continue), and the filing reports no disagreements with the auditor.