GOLD HILLS MINING, LTD.

Between February 21 and March 18, 2013, 22 creditors converted $3,408,389 of debt into 33,833,890 restricted shares at $0.10 each, plus options for 250,000 shares at $0.10; many of them had bought the debt from CRG Finance AG ($2,470,245 assigned). The company now has 34,206,313 shares outstanding, and the creditors together own 99.5%. Tumlins Trade, which held 55.3% before, falls to 4.8%; Darby Investment Services holds 10.4%. President Luciano Borges converted $45,000 of fees into 450,000 shares and CFO Gabriel Margent converted $25,000 into an option, and the company may convert more debt or sell shares. The ticker changed to GHML on March 20, 2013. This is a change of control and heavy dilution of earlier shareholders.

capital raising announcement

On December 21, 2012 Tumlins Trade Inc. converted its two notes (April 3 and November 14, 2012; $500,000 principal plus $15,154.11 interest, $515,154.11 total) into 20,606,164 restricted shares at $0.025 per share, which is 50% of the 20-day average closing price. The notes are terminated. This removes that debt but greatly dilutes existing holders, compared with about 16.3 million shares outstanding in October 2011.

capital raising announcement

The company received a $250,000 loan from Tumlins Trade Inc. on a note dated April 3, 2012, and issued CRG Finance AG two notes: $30,000 dated March 2, 2012 and $50,000 dated April 3, 2012. All carry 7.5% interest, are due 30 days after demand following the first anniversary, and rise to 15% on default. Urmas Turu signs as Interim CEO, so he now holds the chief executive role previously held by Leonardo Riera (inference: Riera has left it; the filing does not say). The company is relying on new loans to fund itself.

material agreement

Effective October 18, 2011 the Brazilian subsidiary closed the Serra do Sereno (Misty Hills) acquisition, now described as 9,000 hectares (the option had said about 10,000), after paying COOPEMIC the $350,000 exercise payment. This completes the option signed May 26, 2011. It commits the company to at least $5,000,000 of exploration (expected cost $5-10 million) and the later payments to COOPEMIC. The corrected press release says exploration at Misty Hills is expected in the second half of 2012 and at Gold Hills (Serra do Ouro) in the first quarter of 2012.

asset acquisition disposition

On September 28, 2011 the company announced it would exercise its option on the Serra do Sereno (Misty Hills) mineral rights in Carajas, Para, which it signed with the COOPEMIC cooperative on May 26, 2011. It gave notice on September 22, paid $150,000 at the start, and owes $350,000 more within 30 days; it must spend at least $5,000,000 on exploration, with closing expected in October 2011 and due diligence still to come. Further payments to COOPEMIC ($250,000 after six months and $150,000 after twelve months of exploration, if it continues) and 30% of $24 per gold-equivalent ounce if over 400,000 ounces are confirmed. This moves the May option towards completion; the filing says no assurance of closing can be given. The press release gives 16.3 million shares outstanding.

farm in farm out agreement

On September 7, 2011 the company closed a private placement of 259,741 shares at $3.85 for $1,000,003.50, with investors also getting five-year warrants for 259,741 shares at $4.15. For six months the share price and warrant price can be adjusted if the company later raises money on better terms, and it must register the shares for resale (file within 30 days). Rodman & Renshaw was placement agent, paid 7% cash plus warrants for 18,182 shares at $4.15. Proceeds are meant mainly for exploration and development in Brazil and working capital. This dilutes existing shareholders.

capital raising announcement

Between April 26 and June 14, 2011 the company sold 556,000 shares at $3.85 each to non-U.S. investors, raising $2,140,600, and gave Mobax Securities Limited warrants for 51,600 shares at $3.85. It also issued 500,000 shares to SV Commercial S.A. as a fee under a December 15, 2010 introduction agreement, triggered by the Gold Hills acquisition. These issues add to the share count, diluting existing holders.

capital raising announcement

On May 26, 2011 the company's Brazilian subsidiary (Gold Hills Mining Ltda.) signed an exclusive option with the COOPEMIC cooperative on mineral rights (Serra do Sereno, about 10,000 hectares) in the Carajas province, Para. The company would first take 70% and later all of the rights after an initial 12-18 month exploration campaign, which it expects to cost $5 million to $10 million; due diligence has yet to be done and closing is not assured. The press release says shares outstanding are 15,250,000 and signals a focus on Brazil.

farm in farm out agreement

On May 4, 2011 the company completed the purchase of 100% of Gold Hills Mining Ltda., a Brazilian company with mineral rights in Northeastern Brazil, resolving the March escrow-stage deal. It pays $250,000 now, then $400,000 or $1,000,000 plus $2 per ounce above 500,000 depending on gold found (nothing if under 300,000 ounces), $700,000 on obtaining environmental licences, and a 2% royalty on gross income once mining starts; it will invest $3,500,000 subject to the reserves finding. The press release names the properties the Serra do Ouro project (about 3,500 hectares) and says Luciano Borges, a company director, becomes president of Gold Hills.

material agreement

On March 3, 2011 the company agreed general terms to buy Sociedad Minera Las Cumbres SAC, operator of a silver mine in Peru, for shares valued at $3,000,000, plus an option to buy the Condorsenga mineral rights for $2,000,000 in tranches; long-form agreements are still to be finalised and due diligence is pending. It also reports a $100,000 escrow deposit funded for Gold Hills Mining Ltda. (Brazil) under a January memorandum of understanding. On Rio Sao Pedro, it found obligations and disputes among the sellers that must be resolved first, so its primary focus will be other acquisitions; this sets back the deal signed in the September 2010 letter of intent.

farm in farm out agreement

On December 12, 2010 the company (filing as Ardent Mines Limited) signed an exploration and acquisition agreement with Afrocan Resources Ltd. over the Shenda gold licence in Tanzania. It will explore for twelve months and only buys Capri General Trading (the licence holder) if it finds at least 400,000 ounces of gold, paying shares worth $9,000,000 (price per share the lower of $5.00 or the five-day average closing price; total price capped at $12,000,000 if exploration costs exceed $3,000,000). Closing needs due diligence and long-form agreements. A press release the same filing attaches says Rio Sao Pedro due diligence continues, with progress expected through the first two months of 2011, and announces new directors (names not given in the filing). This is a new Tanzania thread alongside the still-unclosed Brazil deal.

material agreement

On October 19, 2010 the company agreed a convertible note with CRG Finance AG for up to $1,000,000 at 7.5% interest, drawn in tranches. After the first anniversary it is repayable 30 days after the lender demands it, and the lender may ask for repayment in restricted shares at 80% of the 30-day average closing price before the planned Rio Sao Pedro closing. That conversion could dilute shareholders. The company also released a geology report and a press release on the Rio Sao Pedro deal, which the press release calls a memorandum of understanding and which targets closing in late November or early December 2010. The press release quotes preliminary independent evaluations of about 5,700,000 ounces of gold, but the deal remains subject to due diligence, approvals and final agreements.

material agreement

On September 25, 2010 the company signed a non-final letter of intent to buy Rio Sao Pedro Mineracao LTDA, a Brazilian company that owns the prospective Fazenda Lavras gold property near Paracatu. It would issue 14,957,650 shares, equal to 50% of the company after issuance, so existing shareholders would be diluted to half. Closing depends on conditions such as a geology survey, audited accounts and government approvals. The sellers would get a right to take back their shares if the share price misses certain benchmarks. The target for final agreements is 90 days. This is a change of direction from the earlier British Columbia claim, and it is signed by a new president, Leonardo Alberto Riera.

material agreement

Control of the company changed hands: on March 20, 2008, sole director Taras Chebountchak sold his 5,000,000 shares (35.07%) to eight individuals for a total of $10,000, with no buyer taking 5% or more. Christopher A. Wilson, a securities lawyer, was appointed director and sole officer on May 27, 2008, and Mr. Chebountchak's resignation as director takes effect ten days after the filing. There are 14,257,650 shares outstanding, and shareholders are asked to take no action.

business combination

The company said its original British Columbia claims expired on August 26, 2006, and that it held no property until December 2006. Its president, Taras Chebountchak, then bought a claim of eleven cells for $7,500 from geologist Lloyd C. Brewer, and on January 2, 2007 signed a declaration saying he holds it in trust for the company. Title is not in the company's name and no bill of sale has been given, so the company's rights depend on Mr. Chebountchak; the filing says he would transfer to a subsidiary if mineralized material is found. The company reports no revenue, no operations, a going-concern opinion, and no work yet done on the new property.

material agreement