Each one in plain English, with the numbers worked through for a shareholder.
19 Feb 2013asset acquisition disposition● NeutralMajor
The Arriba Resources share exchange announced in December 2012 closed on February 15, 2013: the company issued 4,179,852 shares plus warrants over 2,078,477 shares at $1.75 for 360 days. Arriba holds 70% of a drilling company and 50% of the La Palma gold and silver property in Mexico, with an option for a further 30%. The company says its business focus is now operating that drilling company and exploring La Palma. Mexican Resources Ltd. became the control shareholder, with 1,319,852 shares and equal warrants, about 46.4% of voting securities. This resolves the open question of whether the deal would close.
The company furnished a technical report on the Ahbau Lake gold property in British Columbia, written by geologist Erik Ostensoe (effective July 20, 2012). The report says the property is optioned to a Silverstar Canadian subsidiary, no exploration has been done by the company, and the area is not yet sufficiently explored; it recommends Phase 1 work of $136,100 and Phase 2 of $126,500. This is a new property, separate from the Nevada and Idaho claims and the pending Arriba deal. It is furnished, not filed, and states no resources or reserves in the text shown.
This amendment was filed only to attach the Arriba share exchange agreement as an exhibit, which the December 31, 2012 filing left out; the company says nothing else was changed. The Arriba deal terms (4,179,852 shares, same conditions) are unchanged and still unclosed.
On December 27, 2012 the company agreed to buy all of Arriba Resources Inc., a Canadian-incorporated company, for 4,179,852 of its shares. Closing depends on conditions including consents, no material adverse change, Arriba having no more than 20,899,262 shares, due diligence and audited September 30, 2012 financials, and the filing says there is no assurance it will complete. The company's address is now Jersey City, NJ.
1 Dec 2011capital raising announcement● NeutralMajor
The board approved selling 125,000 units at $0.40 ($50,000 total) to Larry Frick, each unit being one share plus a two-year warrant exercisable at $0.70 (not exercisable for six months). The filing says this leaves 167,669 shares outstanding and Frick owning about 75%, a very small share count compared with the 60 million-plus shares of 2008 (the filing does not explain the drop, though a reverse split is a possible inference). Frick becomes the controlling shareholder.
What it means for a shareholder
125,000 new shares at $0.400 to raise about $50,000. That's 75% dilution: every existing holder's slice gets 75% smaller. If you held $1,000 of shares (2,500 at the issue price), your slice goes from 5.9% to 1.5% of the company. To keep it you'd need 7,410 more shares - about $2,964 at the issue price.
Second amendment to the auditor-change report, again restating Stafford's October 24, 2011 resignation and now stating there were no disagreements with the former accountant. It adds no new events; it finalises the wording of the earlier filings.
First amendment to the auditor-change report, restating Stafford's October 24, 2011 resignation and stating there were no reportable events. It oddly refers to the company as 'Colmena Corp.' in one place, which the filing does not explain; no new substance beyond correcting the earlier report.
On October 24, 2011 auditor James Stafford, Inc. resigned, and on October 25 the company engaged DeLeon & Company. Stafford's reports for fiscal 2009 and 2010 each included a going-concern doubt paragraph, and the filing reports no disagreements. Management is now at a New York address with Neil Kleinman as CEO, a change from the 2008 Idaho-based team (the filing does not explain the transition).
