Each one in plain English, with the numbers worked through for a shareholder.
20 June 2008asset acquisition disposition● Neutral
On June 18, 2008 the company ended Charles Mottley's October 2007 consulting agreement, settling the $267,500 balance owed with 445,833 unregistered shares plus other assets worth about $6,000. This closes out the consulting arrangement and pays it in shares rather than cash.
On February 12, 2008 the company signed the definitive merger agreement with Gold and Minerals (and Larry Lozensky), turning the August 2007 agreement in principle into a signed deal: it would issue 118,965,000 shares (subject to a working capital adjustment), leaving Gold and Minerals holders with about 56% of the company on a fully diluted basis. This would give the company 100% of El Capitan Ltd. Closing needs Gold and Minerals shareholder approval and regulatory approval, and either party can terminate if it hasn't closed by May 1, 2008. About $1,000,000 of shares issued to Lozensky go into escrow for indemnification claims; existing holders are diluted to a minority share of the combined company.
On October 1, 2007 the company signed a consulting agreement with Charles Mottley, who resigned as Chairman on September 26, 2007, for a total fee of $300,000: a $25,000 payment once cash exceeds $250,000, then monthly payments of $2,500 to $10,000 depending on cash on hand. If the company ends it without cause it must pay the fee for the remaining term. Mottley's departure from the board continues the leadership change.
On August 8, 2007 the company announced agreement in principle on merger terms with Gold and Minerals, holder of the other 60% of El Capitan Ltd: it would issue about 118.965 million shares for all Gold and Minerals stock, giving about 198.3 million shares outstanding against about 79.3 million at June 30, 2007. Still subject to a definitive agreement, due diligence, Gold and Minerals shareholder approval and an effective registration statement, with completion expected by year-end. The company's address is now Reno, Nevada and the CEO and CFO named are Ken Pavlich and R. William Wilson.
Effective March 27, 2007 Epstein Weber & Conover resigned as auditor because it combined with Moss Adams on January 1, 2007; the company engaged Malone & Bailey on April 6, 2007. Epstein Weber's reports for fiscal 2005 and 2006 carried going-concern doubt, with no disagreements. This is the third auditor in about two and a half years; the filing attributes this change to the firm's combination.
On February 21, 2007 Whitebox converted the remaining $450,000 of principal on the original $750,000 note into 900,000 shares at $0.50, issued without commission. This adds shares for existing holders to share the company with, and removes that part of the debt. The filing does not mention the $550,000 January 2006 note.
26 Jan 2006capital raising announcement● NeutralMajor
On January 20, 2006 Whitebox exercised its option to lend the further $550,000 via an 8% secured convertible note (convertible at $0.50, interest-only monthly until July 2006, all due July 20, 2007) plus a warrant for 366,667 shares at $0.60. The subsidiary also granted Whitebox a security interest in its assets, and the company must file a resale registration statement. This resolves the option thread and adds to dilution potential and secured debt.
On January 1, 2006 El Capitan, Ltd. (the 40%-owned entity) bought four patented mining claims (about 77.5 acres in Lincoln County, New Mexico) on the mine property, paying with 2,100,000 company shares held by Gold and Minerals, valued at $0.82 each. The company owes Gold and Minerals about $688,800 as its share and says it intends to offset this against amounts Gold and Minerals already owes it.