Each one in plain English, with the numbers worked through for a shareholder.
21 Aug 2007capital raising announcement● Neutral
On August 3, 2007 the company issued 52,470 shares on warrant exercises for $6,558.75 and closed a placement of 216,000 units at $0.20 for $43,200. The warrants are stated here with a $0.025 exercise price, which a later amendment corrected.
What it means for a shareholder
216,000 new shares at $0.200 to raise about $43,200. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
This repeats the April 30 and May 17 placements and adds that, in May 2007, warrant holders exercised warrants for 3,064,532 shares ($267,340), 597,333 shares ($79,925) and 90,000 shares ($18,000). Bonus warrants at $0.25 (to April 30, 2008) were issued: 260,000, 265,000 and 90,000. A further 160,000 units were sold on May 30 for $25,000 and 'certain assets'. Cash came in but more shares and warrants are outstanding.
Two small private placements closed at $0.25 per unit (two shares plus one $0.125 warrant): 165,200 units for $41,300 on April 30, 2007 and 18,000 units for $4,500 on May 17, 2007. This is small additional dilution. The filing does not state the use of funds.
The company closed a private placement of 1,060,000 units at $0.25 for $265,000 on April 23, 2007; each unit has two shares and one warrant at $0.125. Canaccord Capital was paid $26,500 and 106,000 agent warrants. The release says proceeds fund the first part of Phase 1 drilling at the Independence Mine (Phase 1 budget $1,350,000) and the 8-K also says general corporate purposes. This answers the open question on the use of 2007 placement proceeds, and existing holders are diluted.
What it means for a shareholder
1.1m new shares at $0.250 to raise about $265,000. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
22 Mar 2007capital raising announcement● NeutralMajor
On March 15, 2007 the company agreed with Sanibel Investments Ltd. to buy all of Mikite Gold Resources Ltd., a Ghanaian company that holds the rights to the Nyinahin concession in Ghana, paying 1,000,000 shares and 1,000,000 warrants (exercise price $0.26, 2 years). This adds a Ghana exploration property to the Nevada Independence property and dilutes existing holders. It also issued 133,000 units at $0.075 under a consulting agreement.
What it means for a shareholder
133,000 new shares at $0.075 to raise about $9,975. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
9 Mar 2007capital raising announcement● NeutralMajor
The company closed several private placements in February and March 2007. The largest was 3,893,996 units at $0.075 for $292,050, and another was 544,000 units at $0.125 for $68,000. A smaller one was 349,541 units at $0.075 for $11,215.58 plus 'certain assets'. It also issued 200,000 shares to settle debt and 100,000 units for services. Each unit includes a warrant or half-warrant, so existing holders are diluted. The filing does not state how the money will be used.
On May 15, 2006 the company dismissed auditor Michael Albanese and engaged Moore & Associates. The stated reason is to have auditors in the same city as its head office and closer to its main property. Albanese's reports had expressed substantial doubt about the company's ability to continue as a going concern, and the filing reports no disagreements.
The General Gold acquisition closed on March 15, 2006: the company issued 36,097,500 shares and 3,048,750 warrants (exercisable at $0.25 for one year), giving former General Gold holders about 70.5% of the company. The filing treats it as a reverse acquisition for accounting. General Gold's exploration business, including a 100% leasehold interest in the Independence gold-silver property in Lander County, Nevada, becomes the company's only operation. This replaces the abandoned consumer-products plan and resolves the escrow pending since January.
The company issued 4,950,000 shares on January 25, 2006 to partly convert demand notes, cutting note debt by $91,575. It also issued 500,000 shares to David Salari as a signing bonus for joining the board. Salari has been a General Gold director since November 2004, which ties to the pending General Gold acquisition.
2 Feb 2006capital raising announcement● NeutralMajor
Now renamed General Metals Corporation, the company issued 36,097,500 restricted shares on January 25, 2006 to General Gold Corporation's shareholders under an Acquisition Agreement. The shares are held in escrow until closing conditions are met, and they will be cancelled if the conditions fail. The filing says there is no assurance the deal will complete.
The company amended its restatement notice: instead of simply reversing the gain on the dissolved subsidiaries' liabilities, it will net the previously reported discontinued-operations loss against that gain. This differs from its August 26, 2005 disclosure. It expects to file the amended 10-KSB/A for March 31, 2005 and the 10-QSB for the June 30, 2005 quarter by September 23, 2005.
Now named RECOV Energy Corp., the company said its March 31, 2005 financial statements can no longer be relied on and must be restated. The main problems were a gain recorded from writing off liabilities of dissolved subsidiaries, unrecognised impairments on intangible assets, and an unrecorded beneficial conversion feature on convertible debt, which will raise interest expense. The issues came to light after a third-party accounting firm reviewing the filing for a potential merger partner raised questions, and the SEC staff then sent comments.
This is an amendment to an auditor-change report, but the filing text provided is empty, so no content can be stated. (Inference: it likely amends the November 2004 auditor-change report.)
The company terminated Dischino & Associates on November 1, 2004 and re-engaged Michael Albanese effective November 2, 2004. Dischino had audited the year ended March 31, 2004. The filing reports no disagreements.
Michael Albanese resigned as auditor on July 9, 2004, and the filing says he did no work for the company. Dischino & Associates was engaged the same day. This is the second auditor change in about six weeks.
Auditor Mark Cohen resigned on June 1, 2004, and Michael Albanese was engaged effective June 20, 2004. Cohen's reports on the years ended March 31, 2003 and 2002 were qualified for uncertainty about the company's ability to continue as a going concern. The filing reports no disagreements.
A second re-filing in May 2001 covers the same July 2000 auditor switch from Williams & Webster to Mark Cohen, C.P.A. It words the end of the Williams relationship as having 'ceased' rather than being a dismissal. It again reports no disagreements and no adverse opinions.
Re-filed in May 2001, this amended report covers the July 10, 2000 dismissal of auditor Williams & Webster, P.S. and the hiring of Mark Cohen, C.P.A. as the new auditor effective July 12, 2000. The filing says Williams' reports had no adverse or qualified opinion and there were no disagreements.
