Each one in plain English, with the numbers worked through for a shareholder.
4 Jan 2006security holder rights change● Neutral
On December 28, 2005 the company signed the definitive rights agreement with OTR, Inc. as Rights Agent, completing the shareholder rights plan declared December 7. The rights trigger at 15% ownership without board approval, carry a $20.00 exercise price, can be redeemed by the board for $.001 each, and expire after ten years.
On December 7, 2005 the board declared a shareholder rights dividend (a 'poison pill'): one right per share for holders of record on December 16, 2005, subject to signing a definitive agreement. The rights become exercisable if someone acquires 15% or more of the voting power without board approval, letting other holders buy shares at a discount; the board can redeem them for $0.001 each. This makes a hostile takeover harder; it does not change the business.
On November 25, 2005 the company dismissed Hein & Associates, hired a year earlier, and engaged Epstein Weber & Conover PLC as auditor. The filing says Hein's reports included a going-concern qualification for fiscal 2004 and that there were no disagreements. This is the second auditor change in about a year, continuing the October 2004 change.
3 Nov 2005capital raising announcement● NeutralMajor
On October 28, 2005 the company borrowed $750,000 from Whitebox Intermarket Partners through an 8% secured convertible note (convertible at $0.50, due April 28, 2007) plus a 500,000-share warrant at $0.60, secured by the company's assets. Whitebox also has an option until April 28, 2006 to lend a further $550,000. Separately, it sold 2,353,333 more units at $0.40 in its ongoing private placement, bringing the total to 3,593,333 units, with $1,112,790 in net cash plus $300,000 of debt converted. This is the first secured borrowing in the history here, and the convertible note and warrants could dilute shareholders.
10 Nov 2004capital raising announcement● NeutralMajor
The company reported several unregistered share issuances: $50,000 for 200,000 shares (September 2004), and a November 5, 2004 private placement of 2,110,000 units for $1,055,000, each unit being a share plus a warrant at $0.75. It also issued a 500,000-share warrant at $0.85 to Blake Advisors for advisory services, and 1,536,859 shares to Asia Finance Company LLC under an agreement to find iron ore buyers. These issuances add to the share count, diluting existing holders.
On October 25, 2004 the board dismissed its auditor Gelfond Hochstadt Pangburn and hired Hein & Associates LLP. The filing says the prior auditor's reports carried a going-concern paragraph but there were no disagreements on accounting or auditing matters.
GOLD & and 1 other reported a EL CAPITAN PRECIOUS METALS INC shareholding of 33,825,000 shares (67.70% of votes) in a periodic institutional filing.
GOLD & and 1 other reported a EL CAPITAN PRECIOUS METALS INC shareholding of 36,825,000 shares (65.60% of votes) in a periodic institutional filing.
This amendment supplies the financial statements promised in the April 2003 report: audited accounts of El Capitan Precious Metals (Delaware) from July 26, 2002 (inception) to September 30, 2002. They show a net loss of $21,577, cash of $101,105, liabilities of $140,173 (including $120,000 of related-party notes), and an auditor's going-concern warning. The notes describe the mine as inactive, with no proven reserves, and the 40% interest as acquired from Gold and Minerals Company, Inc. for 775 shares and $100,000 cash. Pro forma figures are not presented because they would be virtually identical.
On March 18, 2003 the shell company DML Services, Inc. acquired El Capitan Precious Metals, Inc. (a Delaware company) for 13,000,000 new shares, giving the El Capitan holders 85% of the company, and took the El Capitan name. The day before, it sold its catering and foodservice business to two of its officers (Michael and Deborah Flores) for the return of 10,040,000 shares plus $50,000 cash. The company now owns a 40% interest in the El Capitan mine near Capitan, New Mexico; this explains the earlier late-filing notice and registered offerings now sitting under a new business. Financial statements and pro forma figures were promised in a later amendment.