History
A shell company that became a Nevada gold explorer in 2006, funded itself through small, dilutive raisings, sold its Ghana asset, and by 2014 was moving to buy Independence outright and partner with Compass.
2005-2006: From restatement to a gold explorer
The record opens in August 2005, when the company, then called RECOV Energy Corp., said its financial statements to March 31, 2005 could no longer be relied on. A gain from writing off the liabilities of dissolved subsidiaries, unrecognised impairments on intangible assets and an unrecorded conversion feature on convertible debt all needed correcting. The problems surfaced when an accounting firm reviewing the filing for a potential merger partner raised questions, and the SEC staff then sent comments.
The company then renamed itself General Metals Corporation. On March 15, 2006 it closed the acquisition of General Gold Corporation, issuing 36,097,500 shares and 3,048,750 warrants, which gave former General Gold holders about 70.5% of the company. The deal was treated as a reverse acquisition for accounting. It replaced an abandoned consumer-products plan, and General Gold's exploration business, including a leasehold on the Independence gold-silver property in Lander County, Nevada, became the company's only operation.
2007-2009: Drilling, Ghana and Ontario, and a clean-up
Exploration needed money, and it came from private placements. In February and March 2007 the company raised small amounts, the largest being 3,893,996 units at $0.075 for $292,050. In April 2007 it raised $265,000 to fund the first part of Phase 1 drilling at Independence, a programme budgeted at $1,350,000. In October 2007 it raised $500,600 from 20 investors to continue that drilling. Each raising diluted existing holders.
The company also widened its footprint. In March 2007 it agreed to buy Mikite Gold Resources, holder of the Nyinahin concession in Ghana, for 1,000,000 shares and 1,000,000 warrants. In February 2008 it agreed to buy Bannockburn gold claims in Ontario for $140,000 cash plus 700,000 shares and 700,000 warrants. The record does not say whether that purchase closed.
Ghana was then reversed. Effective October 31, 2008 the company agreed to sell Nyinahin to Sunergy Inc. for $1,000,000 in cash and Sunergy shares, keeping a 5% net smelter return (a royalty on the mine's revenue). In July 2009 the last $237,500 owed was settled with 2,000,000 Sunergy shares.
Meanwhile the accounts needed repair. In June 2009 the company replaced its auditor, Moore & Associates, whose reports had carried going-concern doubt, with Mark Bailey & Company. In August 2009 it said quarterly reports for 2008 and early 2009, and later the April 2008 annual report, could not be relied on, citing wrongly valued property acquisition costs, a wrongly deferred sale gain and $31,335 of warrants wrongly expensed. It blamed its very limited staff.
2010-2012: A quiet stretch
The record is thin here. On December 29, 2010 the company sold 7,325,000 units at $0.04 for $293,000 to six U.S. subscribers, each with a 12-month warrant at $0.075. A March 2011 release said debt had been cut by about $412,000 since mid-December 2010. In December 2011 Ingenium Accounting Associates replaced Mark Bailey & Company as auditor. Shares on issue rose from 286,402,391 at the end of 2011 to 329,482,157 at the end of 2012.
2013-2014: Open Gold, Compass and ownership of Independence
On May 14, 2013 the company agreed to assign its 14 Independence claims and 480 acres of land to TSX Venture-listed Open Gold Corp. in return for 64% of Open Gold. The deal needed approvals and a $2,350,000 financing, and the record does not say how it ended.
In April 2014 the company signed a binding letter of intent with Compass Holdings, LLC of Utah for a joint venture on the Wilson-Independence mine. Compass would earn 25% by paying $1.0 million and up to 50% with a further $1.875 million within 36 months. On May 6, 2014 the company's subsidiary agreed to buy the claims outright from Independence Gold-Silver Mines for $625,000, plus 15,169,137 shares and warrants over 7.5 million shares, cutting the royalty from 5% to 2.125%. It had paid $275,000, leaving $350,000 due by August 23, 2014. Shares on issue fell from 361,124,345 at the end of 2013 to 21,862,602 at the end of 2014, though the beats do not explain the drop.
As of August 2014, the company, renamed Cibolan Gold Corporation without explanation, was a junior explorer focused on Independence, with Daniel Forbush as president, CEO and CFO. Excelsis Accounting Group had replaced Ingenium as auditor in July 2014, and all earlier audit reports had carried going-concern doubt.
Written from the 17 story beats below (2005 to 22 May 2014), which come from the company's own announcements and filings.