Each one in plain English, with the numbers worked through for a shareholder.
8 Jan 2018capital raising announcement▼ BadMajor
On December 18, 2017 the company issued L2 Capital a $99,000 convertible note (it received $90,000; $9,000 was kept as discount), 7% interest, due June 18, 2018, and also gave L2 Capital 1,250,000 shares as a commitment fee. After a default the note converts at the lesser of $0.07 or 60% of recent low prices, with a full-ratchet price reset, a 140% default payment, a most-favored-nations clause and a right of first refusal on other financings for L2 Capital. It adds to the L2 Capital relationship begun with the Feb 2017 equity line.
On February 21, 2017 the company issued a $550,000 convertible note (7% interest, due August 21, 2017, convertible at $0.0913 per share) to an investor, with $100,000 advanced up front and a warrant for 602,406 shares at $0.3652. Further advances need mutual agreement, and on a default the amount owed rises 140% and the conversion price drops to 60% of recent low prices, which could mean many more shares. It also ended the River North $5,000,000 equity line (amended Dec 9, 2016) and replaced it with a new $5,000,000 line with River North's affiliate L2 Capital, running to February 21, 2020, with a registration statement for resale owed within 45 days.
On March 16, 2016 the company signed a new equity line with River North Equity letting it sell up to $5,000,000 of shares through March 16, 2018, at 85% of a low-bid market price, in puts of $5,000 to $150,000 unless River North approves otherwise. It also issued River North two convertible notes: a $35,000 commitment note and a $90,000 bridge note (it received $81,000). Both carry 10% interest and mature March 16, 2017, and are convertible at 60% of the lowest recent bid. The terms are steeper discounts than the Southridge deals and could mean more dilution.
On August 1, 2014 the company issued 51 Series B preferred shares at $1.00 each to John F. Stapleton, who signs the filings as CFO. These shares carry about 51% of the voting power, but only on capitalization matters (such as share counts and reverse splits) and name changes. The shares are otherwise not entitled to vote and get no dividends. Ordinary shareholders keep their economic rights but could be outvoted on those matters.
12 July 2011capital raising announcement● NeutralMajor
On July 11, 2011 the company signed an Equity Purchase Agreement with Southridge Partners II letting it, at its option, sell up to $5,000,000 of new shares through July 11, 2013. Southridge pays 94% of a market price based on the two lowest closing bids in a five-day window, each sale is capped at the lesser of $500,000 or 250% of average daily dollar volume, and the company issued 80,000 restricted shares to Southridge as a fee. The company has no obligation to sell, and any sales would add shares and dilute existing holders.
7 July 2010capital raising announcement● NeutralMajor
On June 28, 2010 the directors of the company, Gold and Minerals and a merger subsidiary (MergerCo) signed a new Agreement and Plan of Merger, reviving the merger that stalled in 2008. The company estimates about 144-148 million new shares would go to G&M holders, giving them about 60% of the company (versus about 56% in the February 2008 deal); the new terms mean the company would own 100% of the El Capitan property owner, ECL. Charles Mottley is a director of the company, G&M and MergerCo. Separately, from May 25 to July 2, 2010 it sold restricted shares for $50,100 (143,144 shares) and $877,066 (2,505,903 shares) to investors, leaving 93,983,742 shares outstanding at July 2, 2010. A Form S-4 is still to be filed.
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.
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.
