Each one in plain English, with the numbers worked through for a shareholder.
22 Oct 2018material agreement● Neutral
On October 16, 2018 the company leased about 4,700 sq ft in Rexburg, Idaho from RDS Rental GP for 36 months from November 1, 2018 at $3,250 per month. It plans to use the space to manufacture and assemble its Passive Portal scanner, a step toward production.
16 Oct 2018capital raising announcement● NeutralMajor
On October 10, 2018 EMAC Handels AG converted 200,000 Series A preferred shares into 2,000,000 common shares, leaving EMAC with 2,624,605 common shares, or 71.75% of those outstanding. The company also hired Hanover International for consulting and investor relations for a monthly retainer and up to 20,000 warrants, and its address is now Del Mar, California.
On September 6, 2018 the company received $250,000 from a six-month debenture with a $275,000 face amount, convertible at $0.60 per share, with 100,000 three-year warrants at $0.70. It is using part of the money to settle old debts: Firstfire ($250,000 cash plus $50,000 in stock, $125,000 already paid) and Crown Bridge ($100,000, $30,000 already paid); if the second payments are not made within 90 days, the old notes stay in place less the amounts paid.
On July 12, 2018 the company received $250,000 from a private investor to fund general expenses and development and beta testing of its Passive Portal scanner. The investor gets 100,000 three-year warrants at $2.50 per share and a 5% royalty (the filing's maximum royalty figure is garbled, shown as 'BD%') for two years, plus possible future royalty if a commercial scanner is sold.
On April 11, 2018, after a 1-for-1,500 reverse split effective April 9, 2018, the company issued 1,000,000 common shares to EMAC Handels AG (owned by Reinhard Hiestand) on conversion of 100,000 Series A preferred shares originally issued December 31, 2016 for prior loans. EMAC, the same Swiss company that sold the Long Canyon claims in 2014, now holds more common stock.
The company dismissed auditor Haynie & Company on September 5, 2017 and engaged Fruci & Associates II (Spokane, WA) on September 4, 2017, to audit the year ending April 30, 2018. Haynie's reports had no adverse opinions but included a going-concern uncertainty; the filing states no disagreements or reportable events.
On July 24, 2017 the company signed a funding agreement with RAB Investments AG (Zug, Switzerland) to fund $50,000 to $150,000 on a best-efforts basis for initial production of its non-X-ray security scanner, with a first $25,000 tranche targeted by August 15, 2017. The convertible notes convert at a 25% discount to the 10-day average trading value, and no money had been provided yet, so there is no assurance of funding.
21 June 2017capital raising announcement▼ BadMajor
On June 13, 2017 the company settled $175,182.37 of debt by issuing 1,751,824 Series A preferred shares to two individuals. Each converts into 10 common shares and carries 100 votes, so the holders gain voting power and potential dilution for common holders (inference).
21 Oct 2016material agreement termination▼ BadMajor
The July 2016 Defense Technology Corporation (DTC) acquisition was rescinded effective October 17, 2016, because DTC could not produce the audited financials DTII needed; DTC's owner keeps 100% of DTC and no DTII shares or assets change hands. This reverses the deal the company said it closed on July 15, 2016 and removes the 4,000,000-share issuance to DTC's owner and note holders that was planned under it. On October 19, 2016 DTII signed a new exclusive patent license and contractor agreement with Controlled Capture Systems (CCS) for the same passive scanner technology: $25,000 initial fee, royalty of the greater of 5% of gross sales or $25,000 per six months, 4,000,000 shares to CCS-related investors, and 250,000 more shares on sale of 1,000 units. A $5,000 initial payment to CCS plus hourly pay applies under the contractor agreement. The prototype is still being developed.
On September 20, 2016 the company arranged funding with Blackbridge Capital: up to $35,000 of 9% nine-month convertible notes (convertible at 72.5% of the lowest trading price in the prior 15 days) and a $2.5 million equity purchase facility over 24 months, with draws priced at 87.5% of the lowest recent trading price. It will pay a commitment fee of 110,000 shares; no notes had been bought, and no draw can happen until a registration statement is filed. Because shares are issued at a discount to market, this could dilute existing holders (inference).
20 July 2016asset acquisition disposition● NeutralMajor
Now named Defense Technologies International, the company says it actually closed the Defense Technology Corporation acquisition on July 15, 2016, after extending the planned December 31, 2015 date for due diligence and DTC's documents and financials. This resolves the pending deal: DTC is now a wholly owned subsidiary, and the 4,000,000 shares go to Mr. Vanalstine and DTC note holders. The Long Canyon Gold spin-off is still only a possibility, not expected until DTC's financials are consolidated and only if market conditions warrant.
The auditor HJ & Associates resigned on January 4, 2016 and Haynie & Company was engaged on January 8, 2016, solely because Haynie acquired HJ's assets. The filing states no disagreements, no adverse or qualified opinions, and no reportable events.
7 Jan 2016asset acquisition disposition● NeutralMajor
This amended filing says Canyon Gold and DTC executed closing documents on December 31, 2015, making DTC a wholly owned subsidiary, which follows the October 2015 agreement. The 4,000,000 shares to DTC's owner Jeffrey Vanalstine and some note holders are authorised and restricted from trading for a year; DTC's audited financials are still to come, and the possible Long Canyon Gold spin-off remains planned. (The July 2016 filing later says the closing was in fact delayed to July 15, 2016.)
On October 5, 2015 Canyon Gold agreed to buy 100% of Defense Technology Corporation (DTC), a private Colorado company developing a passive walk-through weapons detector, for 4,000,000 common shares, with more Series B preferred shares earnable on sales milestones. The company also agrees to fund DTC product development with three $100,000 payments (Nov 30, Dec 31 and Jan 31), expects to close by November 30, 2015, and intends to try to spin off its Long Canyon Gold subsidiary after closing.