18 Sept 2014capital raising announcement● Neutral
This amendment only adds Bill of Sale exhibits 3, 4 and 5 that were left out of the September 16, 2014 filing. It carries no new terms or figures.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
16 Sept 2014capital raising announcement▲ GoodMajor
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).
25 July 2014capital raising announcement● Neutral
This amendment repeats the previous day's filing about the Kentucky asset purchase (10,000,000 shares, about $4.6 million listed value, 19.5% interest in three companies) and only adds an exhibit listing the assets acquired (Exhibit 10.2). No new terms are stated.
24 July 2014capital raising announcement● NeutralMajor
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.
28 May 2014capital raising announcement▼ Bad
The company sold a new lender, KBM Worldwide, Inc., an unsecured convertible note of $37,000 (agreement April 11, 2014; $37,000 received May 22, 2014), at 8% interest and due January 15, 2015, convertible at 45% of the market price over the prior ten trading days. The conversion limit is 4.99% of outstanding shares (waivable on 61 days' notice), versus 9.99% on the recent Asher notes. The cash is for short-term obligations and work requirements. This is a new lender alongside Asher, and the filing is inconsistent in places, e.g. it says the note was issued to Asher.
19 Mar 2014capital raising announcement▼ Bad
The company sold Asher another unsecured convertible note of $13,500 (agreement February 27, 2014; $13,500 received March 14, 2014), at 8% interest and due December 3, 2014, convertible at 45% of the market price over the prior ten trading days. The cash is for short-term obligations and work requirements. This filing does not state the total owed to Asher. It continues the Asher borrowing.
14 Feb 2014capital raising announcement● Neutral
This amendment to the December 24, 2013 Asher note filing corrects the date the $16,500 was received to January 11, 2014. The other terms are unchanged: 8% interest, due September 30, 2014, convertible at 45% of the market price, and about $65,500 owed to Asher at the time.
13 Feb 2014capital raising announcement▼ Bad
The company sold Asher an unsecured convertible note of $16,500 (agreement December 24, 2013), at 8% interest and due September 30, 2014, convertible at 45% of the market price over the prior ten trading days. The filing says about $65,500 was owed to Asher when the funds arrived, and the cash is for short-term obligations and work requirements. The filing gives the receipt date as February 20, 2013, which looks like an error since the agreement is dated December 2013; the next filing corrects it.
23 Jan 2014capital raising announcement▼ BadMajor
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.
21 Nov 2013capital raising announcement▼ Bad
The company sold Asher another unsecured convertible note of $16,500 (agreement October 30, 2013; $16,500 received November 15, 2013), at 8% interest and due August 1, 2014, convertible at 45% of the market price over the prior ten trading days. The filing says about $49,000 was owed to Asher in convertible notes when the funds arrived; the cash is for short-term obligations and work requirements. This continues the Asher borrowing.
28 Aug 2013capital raising announcement▼ Bad
The company sold Asher a further unsecured convertible note of $12,995 (agreement August 8, 2013; $12,995 received August 23, 2013), at 8% interest and due May 12, 2014, convertible at 45% of the market price over the prior ten trading days. The filing says about $70,000 was owed to Asher in convertible notes when the funds arrived, and the cash is for short-term obligations and work requirements. This continues the Asher borrowing.
14 May 2013capital raising announcement▼ Bad
The company sold Asher another unsecured convertible note of $32,500 (agreement April 29, 2013; $32,500 received May 9, 2013), at 8% interest and due January 31, 2014. Asher can convert at 45% of the market price over the prior ten trading days, the same discount as the recent Asher notes, so conversion could issue many shares. The filing says about $55,000 was owed to Asher in convertible notes when the funds arrived, and the cash is for short-term obligations and work requirements. This continues the run of Asher borrowing.
14 Mar 2013capital raising announcement▼ Bad
The company sold Asher a further unsecured convertible note of $27,500 (agreement February 21, 2013; $27,500 received March 12, 2013), at 8% interest and due November 25, 2013, convertible at 45% of the market price over the prior ten trading days. The filing says it owed Asher about $85,000 in convertible notes when the funds arrived, and the cash is for short-term obligations and work requirements. Asher borrowing continues to grow.
8 Feb 2013capital raising announcement▼ BadMajor
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.
4 Feb 2013capital raising announcement▼ Bad
The company sold Asher another unsecured convertible note of $27,500 (agreement December 18, 2012; $27,500 received January 23, 2013), at 8% interest and due September 20, 2013. The conversion price is now 45% of the market price over the prior ten trading days, a worse discount for shareholders than the 58% on earlier Asher notes, so conversion could issue more shares. The company says the cash is for short-term obligations and work requirements.
9 July 2012capital raising announcement▼ Bad
The company sold Asher another unsecured convertible note, $27,500 principal (agreement June 6, 2012; net proceeds $25,000 received July 2, 2012), at 8% interest and due March 6, 2013. It converts at 58% of the market price over the prior ten trading days, with the same 4.99% blocker waivable on 61 days' notice; the cash is for short-term obligations. This is the third small Asher note, continuing the pattern of dilutive short-term funding.
3 Apr 2012capital raising announcement▼ Bad
The company sold Asher Enterprises another unsecured convertible note of $37,500 (agreement March 16, 2012; net proceeds $35,000 received March 29, 2012), at 8% interest and due December 20, 2012. Asher can convert at 58% of the market price over the prior ten trading days, so conversion could issue many new shares; the company says the cash is for short-term obligations. This repeats the December 2011 Asher financing on the same terms.
7 Dec 2011capital raising announcement▼ Bad
On December 1, 2011 the company sold Asher Enterprises an unsecured convertible note with $37,500 principal for net proceeds of $35,000, at 8% interest, due August 28, 2012. Asher can convert at 58% of the market price over the prior ten trading days, so conversion could issue many new shares and dilute holders. The filing says the cash is to help meet short-term obligations.
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.
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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.
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.
6 Apr 2009capital raising announcement● Neutral
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.
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1 Apr 2009capital raising announcement● Neutral
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.
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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.
22 Sept 2008capital raising announcement● NeutralMajor
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.
12 Dec 2006capital raising announcement▲ GoodMajor
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.
What it means for a shareholder
5.1m new shares at US$0.500 to raise about US$2.5m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
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