16 Sept 2021listing compliance notice▼ BadMajor
FIRMA HOLDINGS CORP. suspended its duty to file periodic reports with the SEC.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
27 Oct 2016material agreement● NeutralMajor
On October 21, 2016 the company signed a binding agreement with MX Gold Corp. under which MX Gold would acquire a 50% interest in the Magistral Del Oro project, held by the company's subsidiary Gracepoint Mining. MX Gold would pay $250,000 initially and a further $2,225,000 over 90 days for obligations, plant upgrades and startup capital, with the plant estimated to be operational in 4 to 6 months. This would reduce the company's stake in the project it bought in February 2016 to half; the filing does not say whether the deal has closed. (Inference: the filing's wording that the Company is to 'acquire' the interest appears to be a drafting error, since Gracepoint is the company's own subsidiary and the payments go to Gracepoint.)
1 Mar 2016asset acquisition disposition● Neutral
This amendment repeats the Magistral Del Oro acquisition report and corrects the purchase date from February 27 to February 17, 2016. The terms are unchanged: nominal price, about $1,440,000 of payables and cleanup obligations assumed, and a 500-tonne-per-day plant plus rights to about 1.2 million tonnes of tailings.
26 Feb 2016asset acquisition disposition● NeutralMajor
The company, through its subsidiary American Metal Mining, bought the Magistral Del Oro gold tailings project in Santa Maria Del Oro, Durango, Mexico, paying a nominal price and taking on about $1,440,000 of accounts payable and environmental cleanup obligations. It includes a 500-tonne-per-day processing plant built in 2013 for about $4.5 million and rights to process about 1.2 million tonnes of tailings (about 79,000 ounces of gold), with a per-tonne royalty to the local government. The filing gives the purchase date as February 27, 2016 although the event date is February 17, 2016 (the next filing corrects this), and the filing does not say whether the plant is operating.
3 Apr 2015material agreement● NeutralMajor
On March 30, 2015 the company signed an agreement to buy Sicilian Sun Limited, LLC, which owns an Italian subsidiary and two food production facilities in Alcamo and Catania, Sicily (baked goods, frozen desserts, gelato). At closing it will issue 16,000,000 shares to SSL's members, with up to 10,000,000 shares returnable if revenue and EBITDA targets are missed, plus 25% of EBITDA paid to former members once EBITDA reaches $1,000,000, until $2,000,000 is paid. CEO Francis Biscan owns 46% of SSL, so he is on both sides of the deal. This is a further move away from mining, following the SmartPac purchase in 2014.
20 Oct 2014auditor change● Neutral
Firma Holdings dismissed auditor StarkSchenkein, LLP on October 14, 2014 and hired The Pun Group LLP on October 16, 2014. The filing reports no disagreements; earlier audit reports carried a going-concern explanatory paragraph. This is the company's third auditor change since early 2012.
18 June 2014asset acquisition disposition▼ BadMajor
The company, now filing as Firma Holdings Corp. (formerly Tara Minerals), completed the SmartPac technology purchase from FreshTec on June 17, 2014. A FreshTec minority shareholder sued FreshTec, its management and the company on June 12, 2014 in Delaware Chancery Court, alleging breach of fiduciary duty; the company says, after speaking with counsel, the suit is without merit.
4 June 2014material agreement● NeutralMajor
On May 28, 2014 the company agreed to acquire FreshTec's SmartPac produce-preservation packaging technology, a business unrelated to its mining projects. It pays $500,000 at closing for US/Mexico/Canada rights, plus per-unit and royalty payments until $14,500,000 is paid, and must pay $1,000,000 for EU rights within six months and $1,000,000 for other countries within eighteen months, or hand those rights back.
16 Jan 2014material agreement● NeutralMajor
On January 9, 2014 the company agreed with Panormus Trust and Mediterranea Trust (MTI) that MTI may buy up to $2,025,000 of restricted stock at $0.30 per share and make a targeted $4,725,000 loan to develop Don Roman. The loan would be repaid from 49% of Don Roman net income, and MTI keeps that 49% after repayment; a joint management committee oversees spending. These are rights to invest, not completed funding, and the 49% share is a new claim on the 100%-owned project.
14 May 2013material agreement termination▼ BadMajor
Yamana gave notice on May 7, 2013 that it is terminating the April 2012 purchase of American Copper Mining (Picacho), effective May 9, 2013, treated as if the sale never happened. The Picacho project returns to Adit, and the expected Yamana payments will not be received.
19 Mar 2013material agreement▲ GoodMajor
On March 15, 2013 the company settled its litigation with Carnegie over the August 2011 option. Carnegie acknowledges it has no rights under the option and the company's 100% ownership of Don Roman; in exchange the company assigned the Champinon mining rights purchase contract to Carnegie's Mexican subsidiary and will issue 500,000 restricted shares. This ends the Carnegie earn-in deal.
8 Feb 2013auditor change● Neutral
The company dismissed auditor Wilson Morgan LLP on February 1, 2013 and hired StarkSchenkein, LLP the same day. The filing reports no disagreements; the 2011 audit report carried a going-concern explanatory paragraph.
26 June 2012financial restatement▼ Bad
This amendment repeats the June 15 restatement notice, adding that the 2011 quarterly statements were concluded unreliable on April 16, 2012 and that restated statements were issued on June 18, 2012. The error amounts ($1,432,805) are unchanged.
15 June 2012financial restatement▼ BadMajor
The company said earlier 2011 quarterly financial statements should not be relied on because they understated exploration expenses by $1,432,805 (cumulative by mid/Sept 2011) related to technical data bought for the Centenario, La Palma and La Verde concessions, paid for in shares with a guaranteed $2.00 price. The 2011 annual report filed April 14, 2012 already corrected the error.
5 Apr 2012asset acquisition disposition▲ GoodMajor
On April 4, 2012 Adit sold its subsidiary American Copper Mining, whose main asset is the Picacho concessions, to Yamana Mexico Holdings. Payments include $7.5 million (less about $780,000 for a tax lien) into escrow, $9.8 million a year later, $4.3 million after six years, and up to $14 million tied to gold discovered, plus Yamana surrendering its 500,000 Adit shares and 250,000 warrants. Yamana can terminate around the one-year mark, which would return the company and property. This follows the January 2011 option and the filing says the property has no proven reserves.
13 Feb 2012auditor change● Neutral
Auditor Mendoza Berger resigned on February 3, 2012 because of a change in the firm's organization structure, and the company hired Wilson Morgan LLP on February 8, 2012. The filing reports no disagreements and prior audit reports carried a going-concern explanatory paragraph. (The filing text names Tara Gold Resources in places, apparently in error.)
17 Aug 2011material agreement▲ GoodMajor
On August 8, 2011 the company gave Carnegie Mining and Exploration an option to earn up to 50% of the Don Ramon (Don Roman) mine and its Mexican iron ore projects, including Tania, in return for spending commitments (e.g. $2,000,000 and $6,000,000 for 30%, a further $5,000,000 for 50%). Carnegie had paid $100,000 and spent $150,000 toward restarting the mine. The company could give up part of these projects if Carnegie meets the targets.
1 Feb 2011material agreement▲ GoodMajor
On January 28, 2011 the roughly 90%-owned subsidiary Adit Resources sold 500,000 units at $1.00 to Yamana Gold, and signed a letter of intent giving Yamana an option to earn up to 70% of the Picacho gold/silver project in Sonora, Mexico. If a definitive agreement follows, Yamana buys another 2,500,000 units ($3,000,000 total), and can earn 51% by spending $5,000,000 more and paying $1,000,000, then 70% with a further $9,000,000 and $2,000,000.
4 Jan 2010capital raising announcement● NeutralMajor
Principal shareholder Tara Gold Resources Corp. converted its $1,695,000 convertible note, plus $55,088 of interest, into 8,750,440 new shares at $0.20 each on December 31, 2009. Tara Gold's stake rose from 76% to 80%, and the note debt was eliminated, but other shareholders were diluted.
7 July 2009capital raising announcement● Neutral
The company (then named Tara Minerals Corp. in the filing text) issued 196,318 shares in total on June 25, 2009 to settle unpaid salary: 93,486 shares ($15,000) to Francis R. Biscan, Jr., 46,742 shares ($7,500) to Clifford A. Brown, and 56,090 shares ($9,000) to other persons. This adds a small number of new shares, issued in place of cash pay.