Each one in plain English, with the numbers worked through for a shareholder.
23 Nov 2007capital raising announcement● Neutral
The company confirmed the closing on November 20, 2007 of both private placements: 7,932,600 units to offshore buyers and 826,000 units to US buyers, at US$0.375 per unit post-split, each with a US$0.50 warrant for two years. This repeats the figures from the earlier filings and closing release.
What it means for a shareholder
826,000 new shares at US$0.375 to raise about US$309,750. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
21 Nov 2007capital raising announcement▲ GoodMajor
The company announced it closed the private placement, issuing 8,758,600 post-split units at US$0.375 for gross proceeds of $3,284,475. Warrants are exercisable at US$0.50 until November 14, 2009. Part of the proceeds repaid certain loans and the rest is for its Silverton properties, working capital and acquiring mineral properties. This completes the placement announced in August.
15 Nov 2007capital raising announcement● NeutralMajor
The company signed subscriptions for the private placement announced in August: 7,932,600 units to 24 offshore investors (US$2,974,725) and 826,000 units to four US investors (US$309,750). Units are priced at US$0.375 after a forward stock split (US$0.75 before), each with a warrant at US$0.50 for two years. It must file a resale registration within 60 days or pay 2% of the purchase price for delays, up to 15%. This adds shares and warrants for existing holders.
The company lowered the spending needed to earn the second and third 20% slices of the San Juan option from $4,500,000 to $3,500,000 each; the share issuances stay at 5,000,000 each, or 10,000,000 after a forward split. Hennis, the company's CEO and a director, is on the other side of the deal. It also replaced its auditor Manning Elliott LLP with GHP Horwath, P.C.; Manning Elliott's earlier reports carried a going-concern doubt paragraph.
The company refiled its August 24, 2007 news release to correct the contact details. The release announced a planned private placement of up to US$3 million at US$0.75 per unit, each unit being one share and one two-year warrant at US$1.00, led by European institutional funds, with proceeds for exploration, mill improvements, repaying short-term debt and general purposes.
This is an amended copy of the June 2007 filing on the Pride of the West Mill purchase from Tusco, with the same terms: $900,000 price, $250,000 at closing, $650,000 note at 7%, and replacing the roughly $300,000 reclamation bond. The text shows no change to the terms.
The company got an option to earn up to 80% of properties in San Juan County, Colorado from San Juan Corp. and Todd Hennis. This requires staged spending of $6,000,000, then $4,500,000, then $4,500,000, plus cash payments of $50,000, $100,000 and $200,000, 10,000,000 total shares to the optionors, and gold payments tied to the Pride of the West Mill. Hennis becomes CEO and President at $8,000 a month with an option over 300,000 shares. Gary Schellenberg sold his 2,500,000 shares (44.8%) to Hennis for $2,500, so control moves to Hennis.
Now named Colorado Goldfields (formerly Garpa Resources), the company agreed to buy the Pride of the West Mill in Howardsville, Colorado from Tusco Incorporated for $900,000, plus replacing Tusco's roughly $300,000 reclamation bond with the State of Colorado. $250,000 is due at or before closing and $650,000 by promissory note at 7% interest. This is a shift from the Ontario claims to a Colorado milling asset.
The company said its audited financial statements for the year ended August 31, 2006 should no longer be relied on because they left out geological expenses. Correcting this raises liabilities and the year's net loss by $2,685 each; loss per share is unchanged. A corrected 10-KSB/A is planned.
The Ontario mines ministry approved geochemical and magnetic work done on the same two Red Lake claims, held in the name of trustee Gary Schellenberg, and set a new due date of June 9, 2007. This continues the claim upkeep from the earlier extension.
Under its earlier name Garpa Resources, the company (through its trustee Gary Schellenberg) filed for more time on two mining claims in the Red Lake district of Ontario, and the Ontario mines ministry extended the work and filing deadline to August 4, 2006. This keeps the claims in good standing for now.
