DOUBLE CROWN RESOURCES INC. company history: the story so far

History

Double Crown Resources tried coal, placer gold and Guyana gold deals that all unwound, funded itself through cheap share issues, and deregistered from SEC reporting in 2017.

2009-2010: Reporting trouble and deals that fell through

In September 2009 the company agreed to acquire rights to coal concessions in Lota Bay, Chile, in return for 10,000,000 new shares. Soon afterwards its reporting ran into trouble. In December 2009 it said its nine-month 2009 accounts should no longer be relied on, because the auditor, Seale & Beers, found errors and had not reviewed them. In February 2010 the same warning covered the six months to June 2009. A May 2010 amendment explained that related-party payables had not been recorded, share numbers were corrected and the accumulated deficit rose. Later that month the March 2010 quarterly report was also filed without auditor review and the board said it could not be relied on.

In June 2010 the company turned to British Columbia, agreeing to earn up to 80% of Touchstone Precious Metals Inc., which had an agreement to buy the Lucky Thirteen placer claim near Hope. It would have had to fund a work program of about $400,000. By October 2010 both deals were rescinded. Touchstone was dropped after due diligence. The Chile deal ended because the seller lost documents in the February 2010 Chile earthquake. The 10,000,000 shares were never issued.

2010-2011: Falco notes and new proposals

In November 2010 the company disclosed six unsecured convertible notes held by Falco Investments Inc., totalling $324,313.49 at 12% interest, convertible at $0.01 a share. In February 2011 it took an option on the Bateman Property, 136 claim units near Thunder Bay, Ontario, owned by Richard and Gloria Kwiatowski. It involved cash payments, 250,000 shares and a commitment to spend $200,000. It also extended a letter agreement with Guyanex Minerals Corp. to buy 50% of a Guyana gold joint venture for $5,000,000.

In April 2011 Falco converted two notes ($132,382.20) into 13,238,220 shares, which put it at 19.1% of the company. On May 10 it rescinded that conversion, returning shares outstanding to 75,899,999. What happened to the notes afterwards was not stated. The filing also said a 2009 British Columbia Securities Commission cease trade order remained, and that the company had hired lawyers.

2011-2012: Paying in shares

In September 2011 the company agreed one-year pay deals with its executives and directors, paid in restricted shares at $0.005. David Figueiredo received 6,000,000, Jerry Drew 5,000,000, Glen Soler 4,000,000 and Tricia Oakley 3,000,000. Director J. Paul Murphy signed a three-year consultant deal with 4,000,000 shares. Investors bought 12,800,000 and 8,400,000 shares and two consultants received 6,000,000, lifting shares outstanding to 103,849,999. Figueiredo had replaced Dr. Stewart Jackson as CEO, which the filing did not explain.

On November 7, 2011 the Guyana joint venture was cancelled by mutual agreement. The $5,000,000 had never been paid, so the company was released and planned to remove the liability and restate its March 2011 report. Murphy's retainer was cancelled, though he kept his shares. Year-end share counts rose from 148,549,999 in 2011 to 180,301,125 in 2012, but the record does not explain these increases.

2013-2017: Auditor turnover and deregistration

The record for these years is thin. Share counts reached 438,615,065 in 2013 and 507,306,815 in 2015, without explanation in the record. Jerry Drew was CEO from 2013 through early 2016. The company changed auditors repeatedly, with at least seven firms or individuals engaged or resigning from 2012 to 2015. Going-concern doubt, a warning that it might not survive, persisted, and the company had no audit committee. Whether the Bateman option was completed is not stated, and recent filings do not describe current business activity. On June 13, 2017, the company deregistered its securities, ending its obligation to file reports with the SEC.

Written from the 16 story beats below (2009 to 13 June 2017), which come from the company's own announcements and filings.

Beat by beat

The events that changed the company's story, in plain English, each written against everything known about the company at the time. The dot shows whether it was good, bad or neutral for shareholders.

shares on issue market cap (log scale)

2017507m shares

13 June
DOUBLE CROWN RESOURCES INC. deregistered its securities, ending its obligation to file reports with the SEC.
listing compliance notice
507m sh

2011122m shares

8 Nov
The company cancelled the Guyana gold joint venture with Guyanex Minerals Corp. by mutual rescission on November 7, 2011; the $5,000,000 payment was never made, so the company is released from its obligations. It will remove the $5,000,000 liability from its books and restate the March 31, 2011 quarterly report. It also cancelled Murphy's $10,000 retainer, though he keeps his 4,000,000 shares and continues to work for the company. This ends the Guyana deal.
material agreement termination
122m sh
27 Sept
In September 2011 the company agreed one-year pay arrangements with its executives and directors, paid in restricted shares at $0.005: 6,000,000 to David Figueiredo (now CEO/President), 5,000,000 to Jerry Drew, 4,000,000 to Glen Soler and 3,000,000 to Tricia Oakley (Secretary). It also signed a three-year consultant deal with director J. Paul Murphy ($10,000 retainer plus 4,000,000 shares). Further share sales at $0.005 went to investors (12,800,000 in August and 8,400,000 in September) and to two consultants (6,000,000). Shares outstanding rise to 103,849,999, substantial dilution. Figueiredo has replaced Dr. Stewart Jackson as CEO, a change this filing does not explain.
capital raising announcement
76.4m sh
23 May
This amendment reports that Falco Investments rescinded its April conversion notice on May 10, 2011, so the 13,238,220 shares are no longer being issued. Shares outstanding are shown as 75,899,999 with no 5% holders listed, which reverses the dilution in the prior filing. It also says a 2009 British Columbia Securities Commission cease trade order (for not filing certain reports including a technical report) remains, and the company has hired lawyers to work out how to comply. The filing does not say what happens to the Falco notes now.
listing compliance notice
61.9m sh
3 May
On April 20, 2011 Falco Investments converted two of its October 2010 notes ($132,382.20 of principal) into 13,238,220 restricted shares at $0.01, and the board accepted. The filing reports 88,838,219 shares outstanding and Falco at 19.1% (16,983,000 shares, including shares held through Highcroft Investments). This partly resolves the open question of Falco note conversion, though the other notes are not mentioned and conversion was later rescinded (see next filing).
capital raising announcement
61.9m sh
26 Apr
On February 9, 2011 the company took an option on the Bateman Property, 136 claim units for nickel-cobalt-gold-platinum prospects 35 km northwest of Thunder Bay, Ontario, owned by Richard and Gloria Kwiatowski. It pays $5,000 and issues 250,000 shares on transfer of title, then scheduled payments ($20,000 at year one, $30,000 at year two, then $25,000 yearly until $200,000 total), a 3% NSR royalty, and a commitment to spend $200,000 on the property. This is a small, new mineral property for a company that had none.
material agreement
61.9m sh
26 Apr
The company extended its December 9, 2010 letter agreement with Guyanex Minerals Corp. to form a joint venture on gold concessions in Guyana. It would buy a 50% interest by paying $5,000,000 into escrow, and the payment date moved to May 31, 2011. The filing does not say where the $5,000,000 would come from. This is the company's first new asset proposal since the 2010 rescissions.
material agreement
61.9m sh

2010

12 Nov
The company entered into six unsecured convertible notes with Falco Investments Inc. totalling $324,313.49 of principal, dated October 21, 2010, at 12% interest compounded annually. Falco can convert them into shares at $0.01 per share, described as a 20% discount to the October 21, 2010 trading price. The quarterly amounts run from June 30, 2009 to September 30, 2010, and are said to be reflected in the company's financial statements. If converted this could add a large number of shares (inference: about 32 million at the stated price).
material agreement
29 Oct
The company rescinded the September 2009 agreement for two Chile coal concessions, saying it could not obtain the financial and technical information it needed because the seller lost documentation in the February 27, 2010 Chile earthquake. The 10,000,000 shares had not been issued, so no dilution occurred. This ends the Chile deal.
material agreement termination
29 Oct
The company rescinded the Touchstone agreement, saying that after due diligence this was in the best interests of the company and its shareholders. Nothing is said about funds paid. This ends the British Columbia placer claim deal from June 2010.
material agreement termination
25 June
The company agreed to a deal letting it earn up to 80% of Touchstone Precious Metals Inc., which has an agreement to buy the Lucky Thirteen placer claim near Hope, British Columbia. To earn in, it must fund a work program of about $400,000 ($75,000 within 30 days and the balance within 60 days). It earns 25% on completing the program, 50% on a BC mining permit, and 80% at production. This is a new direction after the Chile coal deal.
material agreement
28 May
A third reporting problem: the company filed its March 31, 2010 quarterly report without auditor review, so the board concluded on May 24, 2010 that it should no longer be relied on. The company intends to file an amended report. This repeats the earlier pattern of un-reviewed filings.
financial restatement
12 May
A second amendment spells out the errors in the June 30, 2009 report: related-party payables were not recorded so they were increased, the shares issued and outstanding were corrected, and the accumulated deficit rose as a result. The September 2009 report was filed without auditor review, and the company says it will file amended quarterly reports.
financial restatement
2 Feb
The company said its financial statements for the six months ended June 30, 2009 also should no longer be relied on, after its auditor flagged errors. This extends the reporting problems beyond the September 2009 quarter, and the errors were still being corrected.
financial restatement

2009

10 Dec
The company said its financial statements for the nine months ended September 30, 2009 should no longer be relied on: the auditor Seale & Beers advised there were errors and that the statements had not been reviewed by them. The fix raises related-party payables to $143,581 in the cash flow statement, with net cash used in operations of ($620); revenues and the balance sheet are said to be unaffected.
financial restatement
2 Oct
On September 25, 2009 the company agreed to acquire rights to coal concessions in Lota Bay, Chile from Maria Ines Moraga Latapiat in return for 10,000,000 new shares, with closing due by October 31, 2009. This is a first move into a mineral asset and would add a large number of shares if completed.
material agreement