Each one in plain English, with the numbers worked through for a shareholder.
7 Dec 2011material agreement● NeutralMajor
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.
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.
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.
26 Mar 2010capital raising announcement● NeutralMajor
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.
What it means for a shareholder
18.8m new shares at US$0.100 to raise about US$1.9m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
11 Mar 2010capital raising announcement● NeutralMajor
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.
3 Feb 2010farm in farm out agreement● NeutralMajor
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).
30 June 2009capital raising announcement● NeutralMajor
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.
Amended version of the May 14 auditor-change filing, again reporting I Vellmer's resignation and the hiring of James Stafford on May 12, 2009. The wording is revised so the going-concern uncertainty is stated for both the 2008 and 2007 audit reports; there are still no reported disagreements.
Auditor I Vellmer Inc. resigned on May 12, 2009 and the company hired James Stafford, Chartered Accountants. The filing says there were no disagreements, and that I Vellmer's report on 2008 and 2007 included a going-concern uncertainty.
The company corrected the March 31, 2009 placement: it issued 5,272,333 shares at $0.15 to 38 investors for $790,850, not 4,442,333 shares and $666,350. This replaces the figures in the April 1 filing.
What it means for a shareholder
5.3m new shares at US$0.150 to raise about US$790,850. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
The company completed a private placement of 4,442,333 shares at $0.15 to 38 investors for gross proceeds of $666,350. The filing does not say what the money is for. New shares dilute existing holders. (Corrected five days later.)
What it means for a shareholder
4.4m new shares at US$0.150 to raise about US$666,350. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
3 Oct 2008capital raising announcement● NeutralMajor
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.
