GOLD HILLS MINING, LTD.: announcements explained, share price

Announcements, explained

Each one in plain English, with the numbers worked through for a shareholder.

20 Mar 2013capital raising announcement▼ BadMajor

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.

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21 Dec 2012capital raising announcement▼ BadMajor

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.

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8 Sept 2011capital raising announcement● NeutralMajor

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.

What it means for a shareholder

259,741 new shares at $3.85 to raise about $1.0m. That's 1.6% dilution: every existing holder's slice gets 1.6% smaller. If you held $1,000 of shares (260 at the issue price), your slice goes from 0.00162% to 0.0016% of the company. To keep it you'd need 4 more shares - about $15 at the issue price.

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28 June 2011capital raising announcement● NeutralMajor

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.

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