Each one in plain English, with the numbers worked through for a shareholder.
7 Aug 2014auditor change● Neutral
On July 16, 2014 Ingenium Accounting Associates resigned as auditor, and on July 17 the company engaged Excelsis Accounting Group. The filing reports no disagreements, and Ingenium's reports for the years to April 30, 2012 and 2013 carried going-concern doubt. This is the second auditor change since 2011, and the filing is headed Cibolan Gold Corporation, the first use of that name in this history, though it does not say the company was renamed.
On May 6, 2014 the company's subsidiary agreed with Independence Gold-Silver Mines to buy 100% of the Wilson-Independence claims for $625,000 in two payments ($275,000 paid April 25, 2014; $350,000 due by August 23, 2014), plus 15,169,137 shares and warrants over 7.5 million shares. The royalty to IGS falls from 5% to 2.125%, versus the $3 million purchase price in the original lease. This lets the company own the claims outright, as the Compass joint venture needs, but adds more dilution and a $350,000 payment still due.
On April 24, 2014 the company signed a binding letter of intent with Compass Holdings, LLC of Utah, under which Compass pays $1.0 million in two tranches (first $500,000 by April 25, 2014) and a joint venture is formed on the Wilson-Independence Mine. Compass would earn 25% for the first $1.0 million and 50% on a further $1.875 million within 36 months. This is a different deal from the May 2013 Open Gold agreement, which the filing does not mention, so what happened to that earlier deal is not stated here (inference: it may have been replaced).
On May 14, 2013 the company agreed to assign its 14 Battle Mountain (Independence) claims and 480 acres of fee land to Open Gold Corp., a TSX Venture-listed company, in return for shares making up 64% of Open Gold at closing. The company must distribute at least 90% of those shares to its own shareholders, and closing needs shareholder approval, TSX-V approval, and an Open Gold financing of $2,350,000. This would move the Independence asset, the company's main property in this history, out of the company in exchange for shares in Open Gold, and is not yet completed.
This amends the December 2011 auditor-change filing. It changes the period covered by the no-disagreement statement to run through the dismissal date, rather than through July 31, 2011. The text still says Mark Bailey was dismissed and Ingenium hired on December 16, 2011, though it contains a typo giving the engagement year as 2009. There is no new substance on the change itself.
On December 16, 2011 the company dismissed its auditor Mark Bailey & Company (engaged since June 2009) and hired Ingenium Accounting Associates. The filing says there were no disagreements, and Mark Bailey's reports for the years to April 30, 2010 and 2011 carried going-concern doubt, continuing that warning from earlier auditors. No reason for the change is given.
On March 8, 2011 the company sold 3,210,790 units at $0.04 to $0.0475 for $134,400 to nine U.S. subscribers, each unit being one share plus one warrant at $0.075 for twelve months. It also issued 1,650,000 shares worth $69,400 to three contractors for services. The press release gives different figures ($136,400 at '$0.42' per unit, 3,860,000 shares worth $167,400 for services and accounts payable), so the filing is internally inconsistent. The press release says proceeds go to permitting and metallurgical work at Independence, and the raise adds to the dilution seen in the December 2010 placement.
5 Jan 2011capital raising announcement● NeutralMajor
On December 29, 2010 the company sold 7,325,000 units at $0.04 for $293,000 to six U.S. subscribers. Each unit has one share and one warrant exercisable for 12 months at $0.075. This is the largest cash raise in this batch and it dilutes existing holders. The filing is signed by Daniel Forbush as CEO, CFO and director.
What it means for a shareholder
7.3m new shares at $0.040 to raise about $293,000. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
On September 3, 2010 the company signed an employment agreement with Paul Wang, its independent director, to serve as president, at $6,667 per month. This replaces Stephen Parent as president, which the filing itself does not say (inference from the prior president role). Parent's status is not given.
On August 17, 2010 the company sold 1,500,000 units at $0.035 for $52,500 to one U.S. subscriber. Each unit has one share and two warrants exercisable for 24 months at $0.07. More shares and warrants add to dilution.
What it means for a shareholder
1.5m new shares at $0.035 to raise about $52,500. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
This amendment widens the restatement to include the 10-K for the year ended April 30, 2008, with the effect shown in footnote 3 of the April 30, 2009 10-K filed August 13, 2009. It says internal controls and disclosure controls were not effective for these periods. Amended 10-Q for July 31, 2008 is expected within two weeks and the October 2008 and January 2009 quarters before the end of September. The company cites very limited staff as the reason the analysis is incomplete.
On August 4, 2009 the board's audit committee concluded the quarterly reports for the periods ended July 31, 2008, October 31, 2008 and January 31, 2009 can no longer be relied on. Errors found: acquisition costs for two mineral properties were wrongly valued (both acquired before April 30, 2008), the gain on the October 31, 2008 property sale was wrongly deferred and should have been recognised, and $31,335 of warrants was wrongly expensed. The company plans to amend the 10-Qs after the April 30, 2009 audit is filed.
7 Aug 2009asset acquisition disposition● NeutralMajor
On July 29, 2009 the company agreed final terms with Sunergy Inc. for the Nyinahin sale. The $237,500 still owed, which had been due April 30, 2009, is settled by 2,000,000 restricted Sunergy shares. The filing says total share and cash consideration is $1,012,500. This resolves the open Sunergy payment thread, with the last payment taken in shares rather than cash. The filing does not mention the 5% net smelter return, so whether it was kept is not stated.
This amendment corrects the per-share prices in the June-July 2009 share sales. For example $0.005 becomes $0.05, $0.004 becomes $0.04 on three issues, and $0.035 on one issue is retained. The share counts and dollar proceeds are unchanged.
This lists small share sales from June 16 to July 15, 2009, mostly to one offshore subscriber each, raising amounts from $4,000 to $51,000 (for example 3,400,000 shares at $0.015 for $51,000). Several of the stated prices ($0.005, $0.004) look inconsistent with the proceeds, and a later amendment corrects them.
What it means for a shareholder
3.4m new shares at $0.015 to raise about $51,000. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
This amendment repeats the June 23, 2009 auditor change from Moore & Associates to Mark Bailey & Company, Ltd. The main change is that the no-disagreement statement now covers the period through June 23, 2009 instead of through January 31, 2009. The going-concern doubt remark is unchanged.
On June 18, 2009 the company sold shares in four placements: 11,661,665 at $0.015 ($174,880), 1,005,000 at $0.02 ($20,100), 750,000 at $0.05 ($37,500) and 540,000 at $0.25 ($13,500). It also issued 650,000 shares to an officer to correct a calculation error, 66,666 as a finder's fee, and 1,000,000 as a discovery bonus for identifying and analysing the Hill Zone at the Independence Project. The attached press release says it raised over $303,000. This links to the Independence project, but the filing gives no drilling results.
On May 26, 2009 the company sold shares in private placements at $0.014-$0.02 per share: 4,000,000 for $60,000, 3,550,000 for $71,000, and 7,000,000 for $100,000. The 3,550,000-share placement is listed twice with identical terms, so it may be a repeat. Separately, it issued 7,400,000 shares for unpaid wages to three people and 350,000 for consulting fees, effective January 25, 2009. The attached press release is titled as raising $473,000. Prices are far below the 2007-2008 placements, so dilution is heavier (inference from the stated prices).
What it means for a shareholder
7.4m new shares at about $0.0639 to raise about $473,000. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
On April 13, 2009 the company signed a three-month investor relations contract with Stephan Tandon and Emanuel Suchefort, paid with 2,000,000 restricted shares issued to two non-U.S. persons. No cash was raised. The filing is internally inconsistent: it says the shares were issued effective March 13, 2009, a month before the contract date.
On June 23, 2009 the company dismissed its auditor Moore & Associates (in place since May 2006) and hired Mark Bailey & Company, Ltd. The filing says there were no disagreements, though Moore's reports for the two years to April 30, 2008 carried substantial doubt about the company's ability to continue as a going concern, which continues the earlier going-concern warning.
On March 23, 2009 the company signed a one-year consulting agreement with Mark Iacono, effective March 1, 2009, paid with 2,500,000 restricted shares. No cash was raised; the shares add to the count, continuing the pattern of paying for services in stock.
On February 10, 2009 the company agreed to issue 500,000 restricted shares to The Nevada Agency & Trust Company to settle money owed for its services. It also issued about 13.2 million other restricted shares that day: 6,200,000 to nine private-placement subscribers (closings between Sept 15, 2008 and Feb 8, 2009), 3,500,000 to directors and officers as incentive fees, 1,500,000 to three advisory board members, 1,500,000 to three consultants, and 500,000 at a deemed $0.02 for services. The filing gives no cash amount for the placements, and all of this adds to the share count, continuing the heavy dilution.
On December 5, 2008 the company amended the Nyinahin sale agreement with Sunergy Inc. to change the dates on which payment is due. The filing does not state the new dates, and the rest of the agreement is unchanged.
Effective October 31, 2008 the company agreed to sell its 100% Nyinahin concession in Ghana (acquired in March 2007) to Sunergy Inc. for $1,000,000: $500,000 cash ($50,000 within 5 days, $200,000 by December 31, 2008, $250,000 by April 30, 2009) plus 2,000,000 Sunergy shares valued at $0.25. The company keeps a 5% net smelter return. This reverses the Ghana move made in 2007.
This lists share issues from July to October 2008: units at $0.15 and $0.10 raising small sums ($1,200 to $35,100), 170,000 shares as interest and an inducement for a loan, 521,000 shares for services, and 2,665,000 and 1,579,000 shares to consultants under a June 16, 2008 registration statement. Much of the issuance is for services and loan terms rather than cash. The filing shows a loan exists but gives no terms.
This lists many share issues from March to June 2008: units at $0.10 and $0.20, shares at $0.05-$0.06 in private placements, warrant exercises at $0.05-$0.125, and shares for services. The individual amounts raised are small, mostly $1,663 to $54,000. The company's address is now 615 Sierra Rose Drive, Reno. Shares were being sold at $0.05, well below the 2007 placement prices, so dilution is heavier per dollar raised (inference from the stated prices).
On April 8, 2008 the company issued 2,000,000 shares and 2,000,000 warrants ($0.25, 24 months) as pay for services to consultants and to officers and directors Larry Bigler, David Salari, Stephen Parent and Daniel Forbush. No cash was raised, and the new shares dilute existing holders.
On February 29, 2008 the company agreed with 635239 B.C. Ltd. to buy 100% of certain mineral claims in the Bannockburn Gold Property and rights to the Lloyd Patent in Madoc Township, Ontario, for $140,000 cash in instalments plus 700,000 shares and 700,000 warrants at $0.20 for two years. Missing the $75,000 payment due June 15, 2008 would rescind the deal. This is a new Ontario property alongside the Nevada and Ghana ones.
6 Nov 2007capital raising announcement● NeutralMajor
The company closed a placement of 2,503,000 units at $0.20 on October 31, 2007, raising $500,600 from 20 accredited investors; each unit has one share and a $0.25 warrant. The company says the money is to continue Phase 1 drilling at the Independence Mine. This is the largest raise in this batch and it dilutes existing holders.
What it means for a shareholder
2.5m new shares at $0.200 to raise about $500,600. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
This amendment repeats the August 3, 2007 filing and corrects the warrant exercise price on the 216,000-unit placement from $0.025 to $0.25. The other figures are unchanged (52,470 shares for $6,558.75; $43,200 raised).