Star Mountain Resources, Inc.

Star Mountain Resources, Inc. deregistered its securities, ending its obligation to file reports with the SEC.

listing compliance notice

Barely a year after paying Hudbay $1.5 million cash plus shares against a nominal $9-17 million price for the Balmat Mine, and having been unable to raise the financing to ever restart production there, Star Mountain signed a letter of intent to sell the entire Balmat operation for just $6.3 million -- most of which simply pays off its defaulted TCA Global Master Fund debenture and mine care costs, with the buyer also assuming Star Mountain's remaining obligations to Hudbay. The same day, the board voted to voluntarily deregister the company's stock with the SEC, saying the costs of remaining public were no longer justified.

material agreement

Star Mountain's Balmat subsidiary, St. Lawrence Zinc, borrowed $500,000 from a New York state development authority, secured by its mining equipment and rights and guaranteed by the parent company and its other Balmat subsidiaries -- another layer of secured debt taken on to keep the mine funded.

debt financing

Star Mountain closed both deals: it raised $1.565 million from a unit placement and completed the Northern Zinc acquisition, which delivered the Balmat Zinc Mine from Hudbay for $1.5 million cash upfront plus 550,000 shares against a nominal $9-17 million total price (the rest contingent on future ore shipments) -- becoming an operating zinc miner with plans to restart concentrate production within a year.

asset acquisition disposition

Star Mountain identified its target: it agreed to buy Northern Zinc LLC (issuing 10 million shares and assuming $1.39 million of its debt), which in turn would buy the Balmat Zinc Mine in upstate New York from Hudbay Minerals -- adding mining-industry veterans to a new board and advisory board and installing Northern Zinc's Wayne Rich as CFO.

material agreement

Star Mountain signed a letter of intent to acquire an unnamed base-metal mine in North America -- paying with 2.1 million shares plus $3.5 million cash at closing -- aiming to restart production that was currently suspended at the site.

capital raising announcement

New CEO Joseph Marchal and director Edward Brogan converted $1.5 million of convertible debt (plus $175,433 accrued interest) into 3.35 million new shares, and halved their warrants' exercise price to $0.50 before exercising for another 750,000 shares -- consolidating insider ownership as the company rebuilt under new leadership after the Stanford scandal.

capital raising announcement

The board, after an internal investigation into ousted CEO Michael Stanford, voided a side deal in which Stanford's own private company had collected $750,000 from investor Donald Sutherland in exchange for company stock and a mining royalty -- the investigation alleged Stanford diverted over $2.6 million from the company, including $1.3 million routed directly into his personal accounts. Sutherland, found blameless, returned 3.86 million of his 5.36 million shares to settle; Stanford separately had 25 million shares cancelled.

material agreement

A deeper restatement followed: the 2013 annual report had wrongly booked former CEO Michael Stanford's personal expenses as company expenses and misrecorded a stock issuance to him -- an early public sign that Stanford, who had already resigned, had misused company funds.

financial restatement

The company restated three 2013 quarterly filings after finding accounting errors in how it recorded stock-sale proceeds, two large 2013 share issuances (230,426 and 5,360,000 shares), and mineral-claim maintenance costs.

financial restatement

Jameson Stanford Resources, then a shell company with no operations, closed a reverse merger with Bolcan Mining Corporation: it issued 25 million shares for 100% of Bolcan's stock, leaving Bolcan's former owners with about 80% of the combined company; outgoing CEO Michael F. Smith surrendered 52.5 million shares, and Bolcan's Michael Stanford took over as CEO.

business combination