5 Mar 2013listing compliance notice▼ BadMajor
Continental Resources Group, Inc. deregistered its securities, ending its obligation to file reports with the SEC.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
28 Mar 2012financial restatement▼ Bad
On March 27, 2012 the auditor told the company that its quarterly results for the periods ended September 30, 2011 cannot be relied on and must be restated, relating to how the July 22, 2011 asset sale to Pershing Gold (formerly Sagebrush Gold) was accounted for. Pershing issued 76,095,214 of its shares for the company's assets, described as consisting primarily of cash assets and liabilities. The company does not expect significant changes to the balance sheet, income statement or cash flows, and expects to amend footnote disclosures and file an amended 10-Q. This is a second restatement after the 2011 one.
27 Sept 2011material agreement● NeutralMajor
On September 23, 2011 the company, Sagebrush Gold and four investor funds signed a mutual release of all claims. The filing says that on July 22, 2011 the company sold substantially all its assets to a Sagebrush subsidiary, which assumed the warrants the funds bought in the February 28, 2011 offering; the funds demanded Sagebrush buy them back at Black Scholes value, and AQR Offshore sued for about $128,000 plus costs. The lawsuit was dismissed and the claims are released; Sagebrush and the company deny the allegation. This reveals the July 2011 asset sale, a major change not covered earlier, and ends the warrant dispute.
21 July 2011financial restatement● Neutral
This amendment adds the auditor's (KBL LLP) letter dated July 19, 2011 to the July 15 notice that the December 2010 quarterly results will be restated. It confirms the company gave the auditor the disclosure; it adds no new facts about the restatement.
15 July 2011financial restatement▼ BadMajor
On July 14, 2011 the company's auditor told management that the December 31, 2010 quarterly report overstated warrant and option expense, so those results cannot be relied on and will be restated. The company also said it was late filing its annual report for the year ended March 31, 2011. This is a negative sign about financial reporting quality; the filing does not give the size of the correction.
3 June 2011material agreement● Neutral
On May 27, 2011 the company agreed to buy unpatented mining claims called the Uinta County (Carnotite) Uranium Prospect in Wyoming from Absaroka Stone LLC, paying $15,000 at signing. It must spend at least $200,000 on the claims within 24 months or pay Absaroka $50,000, and owes a 1% gross royalty up to $1,000,000 that it can buy out for $1,000,000. This adds another uranium exploration property to the company's portfolio.
2 May 2011capital raising announcement● Neutral
This amendment restates the March 8 report to correct the placement agent warrants: 2,217,996 for the March 4 offering (previously 1,159,000) and 4,949,990 for the earlier offerings (previously 5,349,990). The units sold, prices and fees are unchanged; the correction is to the number of warrants issued to placement agents.
23 Mar 2011capital raising announcement● NeutralMajor
On March 17, 2011 the company bought 75.67774% of the membership interests in Secure Energy LLC, a North Dakota company holding uranium leases and an exploration data package, from Prospect Uranium Inc. and Gordon Haworth. It paid $60,000 cash, assumed about $80,000 of obligations, and issued 3,700,000 restricted shares (2,725,000 to Prospect, 975,000 to Haworth) under a 24-month lockup with limited quarterly sales. This is the Prospect Uranium North Dakota data acquisition mentioned in the March press release, now completed, and adds to the company's uranium holdings.
8 Mar 2011capital raising announcement● NeutralMajor
On March 4, 2011 the company sold another 11,689,980 units at $0.50 for $5,844,990, each a share plus a five-year $0.50 warrant, bringing the offering to about $18 million including the $12,225,391.50 from earlier closings (the company's press release says approximately $18 million). It paid placement fees of $584,500 plus warrants for 1,159,000 shares (a figure later corrected, see the May 2 amendment). It must file a resale registration statement within 60 days, with cash penalties of 1% a month up to 6% for delays. This completes the financing begun in December 2010 and adds further shares and warrants outstanding; the press release lists intended uses including the Coso, Blythe and Artillery Peak projects and the pending Arizona, American Nuclear Resources and Prospect Uranium deals, which remain subject to due diligence and definitive documents.
What it means for a shareholder
11.7m new shares at $0.500 to raise about $5.8m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
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28 Feb 2011capital raising announcement● NeutralMajor
On February 28, 2011 the company sold another 7,990,000 units at $0.50 for $3,995,000, each with a share and a five-year $0.50 warrant. It paid placement fees of $399,514.60 plus warrants for 1,718,000 shares. The filing states earlier closings in this offering totalled 16,460,783 units for $8,230,391.50, so the offering now stands at about $12.2 million, with much more dilution from shares and warrants.
What it means for a shareholder
8.0m new shares at $0.500 to raise about $4.0m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
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23 Feb 2011material agreement● NeutralMajor
On February 15, 2011 the company and its subsidiary Green Energy Fields signed an agreement with Dr. Karen Wenrich to buy the Arizona Breccia Pipes Project mining claims, but only if a 2009 federal land withdrawal is lifted within five years and leaves more than 50% of the claims open. If it completes, the total price is $225,000 in cash (of which $25,000 was due at signing) plus $8,540 of fees already advanced, a 2.5% royalty and 250,000 warrants at $0.45, with at least $1.5 million of exploration spending over three years. There is no assurance the withdrawal will end.
23 Feb 2011material agreement● NeutralMajor
On February 22, 2011 the company signed a non-final memorandum of understanding with American Nuclear Resources LLC to acquire interests in seven uranium exploration properties in Colorado and Utah. The contemplated price is $400,000 cash, 4,000,000 restricted shares and two-year warrants for 4,000,000 shares at $0.50. It depends on definitive agreements and due diligence that has not started, and the MOU lapses after 30 days unless extended. This moves the company into uranium exploration.
23 Feb 2011capital raising announcement● NeutralMajor
On February 18, 2011 the company sold a further 12,159,950 units at $0.50 for $6,079,975, each with a share and a five-year $0.50 warrant, continuing the financing begun in December 2010. It paid placement fees of $400,497.50 plus warrants for 2,431,990 shares. It must file a resale registration statement within 60 days, with cash penalties for delays.
What it means for a shareholder
12.2m new shares at $0.500 to raise about $6.1m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
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5 Jan 2011capital raising announcement● NeutralMajor
On December 29, 2010 the company sold 4,000,000 units at $0.50 for $2,000,000, each unit being one share plus a five-year $0.50 warrant. Bridge notes of $50,000 plus interest converted into 100,833 more units. It paid placement fees of $200,000 plus warrants for 800,000 shares and must register the shares for resale. This is the larger financing that the earlier bridge notes were designed to convert into, and it adds to the shares and warrants outstanding.
21 Dec 2010capital raising announcement● Neutral
The company raised small amounts of money in late 2010: $50,000 of 10% secured convertible bridge notes on October 15 and another $50,000 on December 3, convertible at $1.00 per share. On December 3 it also sold $100,000 of units at $0.50 each (one share plus a five-year warrant at $0.50), half bought by President Joshua Bleak. It also issued 25,000 shares to each holder of $50,000 notes.
5 Feb 2010auditor change● Neutral
Now named American Energy Fields, Inc., the company dismissed auditor George Stewart, CPA on February 1, 2010 and engaged KBL, LLP for the fiscal year ending March 31, 2010. Stewart's reports for fiscal 2009 and 2008 both carried a going-concern warning, and the filing reports no disagreements with him. This is the second auditor change since 2009.
29 Apr 2009auditor change● Neutral
The company, filing under the name Sienna Resources, Inc. (the registrant name on this filing; the same file number as Continental Resources Group's earlier registrations), replaced its auditor on April 23, 2009. It dismissed Laurence Scharfman & Co. and appointed George Stewart, CPA, starting with the period ending March 31, 2009. The prior auditor's report for the year ended March 31, 2008 carried a going-concern warning, and the filing reports no disagreements with that auditor.