FIRST COLOMBIA GOLD CORP.

The company filed Form 15 (dated March 14, 2017) to end its registration of its common stock under Section 12(g) and its duty to file SEC reports, relying on Rule 12g-4(a)(1), with about 123 holders of record. After this the company is no longer required to file regular public reports, so shareholders will get less information. The filing does not say what happens to the shares themselves.

listing compliance notice

On July 15, 2016 the company and Singa Energy Solutions (Thailand) agreed to rescind their April 4, 2016 Stock Exchange Agreement, under which the company would have acquired 100% of Singa, changed its name and appointed Singa managers. The parties exchanged mutual releases in a Settlement Agreement, and the documents were never fully executed. The press release says the company is focused on fuel distribution and convenience-store/fuel-outlet acquisitions, with revenue above $200,000 last quarter and a goal to double it; these are management claims. Jason Castenir is now CEO and the address is Nashville, so the Kentucky oil story and Singa tie-up are not shown continuing here.

material agreement termination

The company updates the Kentucky purchase: it is still reviewing support for the original $4.6 million value, and the consideration issued was $522,000. The sellers' earlier reserve studies were reported to support about $200 million, but the company says it has not verified this, will seek a new reserve study, and warns the figure may be materially revised. Lease acreage is also being rechecked. Shareholders should treat the $200 million figure as unverified.

material agreement

The company filed a Secured Convertible Promissory Note dated August 20, 2014, which the filing says consolidates prior promissory notes. The filing does not name the lender, the amount, the rate, the due date or the conversion terms, so what was consolidated (for example the Asher or KBM notes) cannot be confirmed from this text.

material agreement

After further due diligence the Kentucky deal was amended on August 27, 2014: the shares issued fall from 10,000,000 to 2,000,000 restricted shares, 1,000,000 for tangible assets and 1,000,000 for a 19.5% share of the seller's oil and gas leases and wells. An earlier exhibit wrongly listed some assets that were not part of the purchase. The filing values the 2,000,000 shares at $522,000 (bid price $0.261), and final valuation is still pending. This cuts dilution sharply and implies the earlier $4.6 million figure was overstated (inference).

capital raising announcement

The company clarifies that it acquired 100% of equipment and real estate but only a 19.5% interest in certain oil and gas properties and leases, not a 19.5% equity stake in the three operating companies as first reported. Those three companies have leased assets back to run operations (a Master Lease/Asset Lease Agreement is attached), and the 10,000,000-share and 2,500-barrel terms are repeated. This corrects the earlier description and narrows what shareholders are getting; the transaction date is given as July 15, 2015, which looks like a typo for 2014 (my inference).

material agreement

The company reports a Purchase and Sale Agreement to acquire 100% of certain assets (land, buildings, equipment, vehicles, oil leases and working interests in Clinton, Cumberland, Monroe and Wayne Counties, Kentucky) plus a 19.5% equity interest in three companies (SWO & ISM, LLC; Hein Oil Well Services, LLC; Hein Oil Co., Inc.), for 10,000,000 restricted common shares issued to two individuals. The agreement lists a value of about $4.6 million, and a further 10,000,000 shares would be issued if production exceeds 2,500 barrels a month in a quarter. This is a move into Kentucky oil and gas, a new direction from the earlier mining claims; the filing gives the agreement date as June 15, 2015 although the report date is July 15, 2014 (an apparent typo, my inference), and the company still has to get appraisals and reserve studies. The new shares add to a common count that was already 579,014,243 in January 2014.

capital raising announcement

On January 20, 2014 the company issued 2,000,000 Class B Preferred shares at $0.01 to settle about $20,000 of debt: 1,000,000 each to CEO Piero Sutti-Keyser and director Gordon Sredl ($10,000 each). Because Class B votes carry at least 60% of the vote needed on any common-holder matter, the filing shows the officers and directors listed holding 62.55% of total votes, and the two signed a voting agreement to elect directors they choose. The filing reports 579,014,243 common shares outstanding on January 20, 2014, up from 93,917,330 in February 2013 (the filing does not say why). It also says each Class A preferred equals 2 common shares, and Class B converts at $0.01 divided by a 5-day market average, unlike the 1-for-1 described when it was created. This is a de facto control position for management, and it was the first issuance of the Class B created in December 2013.

capital raising announcement

On December 13, 2013 the company created a second preferred class, Class B Preferred Convertible, designating 33,181,818 shares at $0.01 each, convertible 1-for-1 into common. It ranks above common but below the Class A Preferred, can be redeemed by the company at $0.01, and carries votes of not less than 60% of the vote needed to approve any matter put to common shareholders. None were issued at the time of filing, but the filing says holders would be able to control any shareholder vote, so it could sharply reduce the say of ordinary common holders once issued. Builds on the Class A preferred created in November 2012.

security holder rights change

On May 1, 2013 the company signed a non-binding memorandum of understanding with GMRV (a branch of 4uX, LLC) to agree within 180 days a definitive deal to earn 50% of the Nile Mine project near Marysville, Montana (about 55 acres). It pays $2,500 within 180 days (cash or shares) and commits $5,000 of work in 2013; the planned definitive deal is 10 years, $250,000 of work and $5,000 a year advance royalties. The filing says there are no established reserves and that cash on hand is insufficient for any planned exploration, which is postponed until financing is secured. The address on this filing has also moved from Colombia to Guadalupe, Zacatecas, Mexico.

material agreement

On February 1, 2013 the company agreed to issue 47,568,500 Class A Preferred shares at $0.0022 each to settle about $104,651 of debt owed to unrelated parties and some officers and directors; the CEO and two directors got 10,545,600 shares to settle about $23,200. The filing states each preferred share now votes as two common shares, so preferred holders hold votes equal to 95,137,000 common shares against 93,917,330 common shares outstanding (February 6, 2013). The officers/directors and 5%+ holders listed together hold 43.31% of votes. This uses the preferred class created in November 2012, and the filing reports it under a change-in-control item.

capital raising announcement

On November 15, 2012 the company created a new class of preferred stock, designating 50,000,000 Class A Preferred Convertible shares at a $.001 purchase price. Each converts into one common share and votes like one common share (per this filing), ranks senior to common stock, and can be redeemed by the company at $.01 per share. This adds a new, senior share class ahead of common holders.

security holder rights change

On December 16, 2011 the company agreed with Boulder Hill Mines Inc. to buy three unpatented mining claims in Lincoln County, Montana and to take over Boulder Hill's option on a Montana state gold lease held by Ebisch. For the claims and the lease assignment it will issue 500,000 restricted shares for each (1,000,000 in total) within five days, and pay $25,000 by December 16, 2012 and $25,000 by December 16, 2013 for each. To earn 100% of the lease it must incur $210,000 of exploration and pay Ebisch $80,000 plus 5% of any joint-venture and buyout payments, counting what Boulder Hill has already spent or paid, with $25,000 a year advance royalties from July 15, 2015. The filing states there are no established reserves; this is a second US exploration property after the Idaho option, and the new share issuances add to dilution.

material agreement

On December 7, 2011 the company took over an option on eight lode mining claims in Owyhee County, Idaho from Castle Creek Silver Inc. It will issue 1,000,000 restricted shares and pay $50,000 by December 7, 2012, and Castle Creek gets a 1% net smelter royalty (the company may buy it back for $250,000). To earn 100% it must spend $210,000 on exploration and pay Ebisch $80,000 in total over the option term (plus 5% of any joint-venture and buyout payments), with annual payments and spending after 2015. The filing says no mineralized material has been identified on the property. This is a new asset after the Peru exit.

material agreement

On September 21, 2011 the company gave Temasek its 50% stake in Beardmore Holdings (the route to the Peru mineral rights) in return for release from all option obligations. The filing says it had missed the 6,000,000 share issue and defaulted on the $250,000 note, so the remaining options lapsed on July 5, 2010. Both convertible notes ($250,000 and $3,250,000) are cancelled, and the company keeps no Peru interest and cannot recover amounts already paid. This ends the Peru thread. Separately, CEO and director Norman Bracht died suddenly, reported on September 22, 2011.

asset acquisition disposition

On June 25, 2010 the company and Temasek signed a third amendment to the Peru option. The company holds 50%. To take the third and fourth options (to 100%) it had to, within ten business days, issue 6,000,000 more shares (11,000,000 in total with March's 5,000,000), and issue two convertible notes to Temasek: $250,000 (90 days, 12%) and $3,250,000 (three years, 12%). Both notes convert at $0.25 per unit of one share plus a $0.50 warrant. Temasek also waived any prior breach. This adds the company's first disclosed debt and potential dilution.

material agreement

On March 25, 2010 the company completed a private placement of 18,750,000 units at $0.10 each, raising $1,875,000 gross. Each unit has one share and one warrant at $0.10, exercisable from six months to one year after closing. The filing does not say what the money is for. The new shares and warrants dilute existing holders.

capital raising announcement

On March 9, 2010 the company issued 5,000,000 shares to Temasek and its designees as partial payment for the third 25% Peru option, which would bring its interest to 75%. This follows the February 2010 amendment and dilutes existing holders. The filing does not say the cash payments were made.

capital raising announcement

The company (then Amazon Goldsands) and Temasek amended the Peru option deal a second time on February 3, 2010. The $750,000 still owed for the second 25% option (taking it to 50%) is now due by March 5, 2010, instead of the earlier September 18, 2009 date. The third 25% option terms were also reset: 5,000,000 shares and $250,000 by March 5, 2010, plus $1,000,000 by March 18, 2010. This continues the Peru option thread and shows the earlier September 2009 deadline was not met as originally written (inference from the new deadline).

farm in farm out agreement

The company issued 3,500,000 shares to Temasek and its designees on June 23, 2009 toward the second 25% Peru option, under an amended agreement dated May 12, 2009. It will only exercise that option (taking it to 50%) if it pays $750,000 plus 5% interest from May 12, 2009 by September 18, 2009. The cash payment is still outstanding, and the share issuance dilutes existing holders.

capital raising announcement

The company confirmed it paid Temasek $250,000 and issued 2,500,000 shares on September 26, 2008 under the Peru option. It reports that this gave Temasek about 59.65% of the common stock, which the filing calls a change in control. This updates the September 22 filing; the first 25% option still needs a further $250,000 within 90 days.

capital raising announcement

Now named Amazon Goldsands Ltd. and based in Reno, Nevada, the company signed an option agreement with Temasek Investments to acquire up to 100% of certain mineral rights in Peru in four 25% steps over 18 months. Total stated payments are $250,000 plus $250,000, $750,000, $1,250,000 and $2,500,000 in cash, plus 2,500,000, 3,500,000, 4,500,000 and 5,500,000 shares; Temasek would get a 2.5% net returns royalty (1.5% if $2,000,000 is paid). This is a change of direction from the Finland projects.

capital raising announcement

FinMetal Mining signed a new option and joint venture with Magnus Minerals to explore the Enonkoski area in Finland (nickel-copper-platinum group elements). It can earn up to 51% by spending US$10 million on work and making 3 million in option payments over about 4.5 years, and would operate the venture. The company is now based in Vancouver. This is a much smaller, staged arrangement with Magnus after the share-purchase deal was cancelled in April.

material agreement

Magnus Minerals cancelled the February 2007 Share Purchase Agreement, saying the company could not pay the purchase price due by March 31, 2007. The company says it earned no interest in any Magnus resource property. This ends the Magnus share-purchase deal before it closed; the earlier option on the four Finland projects is not mentioned here.

material agreement termination

Now named FinMetal Mining Ltd., the company signed a Share Purchase Agreement with Magnus Minerals Oy to buy 30% of Magnus by March 31, 2007 for EUR 5,967,000 in cash plus 8,000,000 restricted shares valued at US$1.42 each. It also got options to buy a further 21% (EUR 5,005,380 by Dec 31, 2007) and the remaining 49% (EUR 11,997,285 by March 31, 2009). This is a new, larger deal with the same Finnish counterparty from the December 2006 Finland projects; the filing does not say how the cash would be funded.

material agreement

Filing under the name Gondwana Energy, Ltd. (same registrant, Commission File No. 000-51203, as First Colombia Gold), the company raised US$2,545,000 by selling 5,090,000 units at $0.50 to 17 foreign investors; each unit is one share plus a warrant to buy another share at $1.00 for 12 months. The company says the money lets its subsidiary FinMetal Mining Oy begin exercising an option to buy 100% of four precious and base-metals projects in Finland, and it plans to rename itself FinMetal Mining Ltd. Existing shareholders are diluted by the 5,090,000 new shares and potentially by the warrants.

capital raising announcement