Each one in plain English, with the numbers worked through for a shareholder.
7 Feb 2012capital raising announcement▼ Bad
Filed in February 2012 for agreements dated Oct-Nov 2011, the company (now named Double Crown Resources, based in Virginia City Highlands, Nevada) signed four service agreements and issued 7,800,000 restricted shares at $0.005: Colonial Consultants (1,000,000), Andrew Cavazos (3,000,000), Alexander Fernandez (3,000,000) and Thomas Jones (200,000). Cavazos and Fernandez are to help find precious metal assets in South and Central America. More dilution; no cash amounts are stated. The filing gives no explanation of the name change.
8 Nov 2011material agreement termination● NeutralMajor
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.
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.
This amendment reports that Falco Investments rescinded its April conversion notice on May 10, 2011, so the 13,238,220 shares are no longer being issued.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.
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).
Jerry Drew joined the board on April 14, 2011, so the board is now Drew, Glen Soler and Dr. Stewart Jackson. His background is in business development, marketing, a painting business and a vineyard; the filing lists no mining or oil and gas experience.
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.
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.
Filed in March 2011 for agreements dated Oct-Nov 2010, the company signed six consulting agreements and issued 9,999,999 restricted shares to five of the consultants as payment: LV Media Group (3,000,000 shares for $30,000), Paul Murphy (4,000,000 for $80,000), Ariel Serrano (2,000,000 for $40,000), and retainers to David Figueiredo (666,666) and Steve Claus (333,333). CEO Dr. Stewart Jackson also got a five-year consulting deal at $2,000 a month, payable in cash or shares. Much of the consulting is aimed at finding precious metal assets to acquire, which fits the company having no assets after the October 2010 rescissions; the share issuances dilute existing holders.
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).
29 Oct 2010material agreement termination● NeutralMajor
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.
29 Oct 2010material agreement termination▼ BadMajor
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.
