5 Dec 2007director interest notice● Neutral
G Michael Bennett became a CHINA SHEN ZHOU MINING & RESOURCES, INC. director and company insider (initial ownership filing).
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
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.
7 Aug 2007director interest notice● Neutral
Jian Zhang became a CHINA SHEN ZHOU MINING & RESOURCES, INC. director and company insider (initial ownership filing).
7 Aug 2007director interest notice● Neutral
Xueming Xu became a CHINA SHEN ZHOU MINING & RESOURCES, INC. Chief Operating Officer and company insider (initial ownership filing).
6 Aug 2007director interest notice● Neutral
Youming Yang became a CHINA SHEN ZHOU MINING & RESOURCES, INC. director and company insider (initial ownership filing).
6 Aug 2007director interest notice● Neutral
Helin Cui became a CHINA SHEN ZHOU MINING & RESOURCES, INC. director and company insider (initial ownership filing).
6 Aug 2007director interest notice● Neutral
Ligang Wang became a CHINA SHEN ZHOU MINING & RESOURCES, INC. Vice President and company insider (initial ownership filing).
6 Aug 2007director interest notice● Neutral
Xiaojing Yu became a CHINA SHEN ZHOU MINING & RESOURCES, INC. CEO, President and company insider (initial ownership filing).
6 Aug 2007director interest notice● Neutral
Feng Bai became a CHINA SHEN ZHOU MINING & RESOURCES, INC. director and company insider (initial ownership filing).
6 Aug 2007director interest notice● Neutral
Steven Ying Jiao became a CHINA SHEN ZHOU MINING & RESOURCES, INC. Senior Vice President and CFO and company insider (initial ownership filing).
6 Aug 2007director interest notice● Neutral
Qijiu Song became a CHINA SHEN ZHOU MINING & RESOURCES, INC. Vice President and company insider (initial ownership filing).
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.
15 May 2007late filing notice▼ Bad
CHINA SHEN ZHOU MINING & RESOURCES, INC. notified the SEC that its quarterly report would be filed late.
2 Apr 2007late filing notice▼ Bad
CHINA SHEN ZHOU MINING & RESOURCES, INC. notified the SEC that its annual report would be filed late.
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.
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.
22 Nov 2006material agreement● NeutralMajor
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.)
14 Nov 2006late filing notice▼ Bad
CHINA SHEN ZHOU MINING & RESOURCES, INC. notified the SEC that its quarterly report would be filed late.
18 Sept 2006business combination● NeutralMajor
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.
20 July 2006material agreement● NeutralMajor
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.
13 Feb 2004auditor change● Neutral
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.
31 Mar 1999late filing notice▼ Bad
CHINA SHEN ZHOU MINING & RESOURCES, INC. notified the SEC that its annual report would be filed late.
31 Mar 1998late filing notice▼ Bad
CHINA SHEN ZHOU MINING & RESOURCES, INC. notified the SEC that its annual report would be filed late.
28 Mar 1997late filing notice▼ Bad
CHINA SHEN ZHOU MINING & RESOURCES, INC. notified the SEC that its annual report would be filed late.