Each one in plain English, with the numbers worked through for a shareholder.
2 Jan 2013asset acquisition disposition▼ BadMajor
On December 7, 2012, Golden River agreed to sell 5,400,000 Acadian shares (a 9.9% interest) to Chin-Yong Wong for CDN$594,000 (CDN$0.11 per share); it closed December 10, 2012. Its Acadian holding falls to 22.197%. This continues the sell-down at a further lower price per share, after CDN$0.15 in February and CDN$0.13 in October 2012. The filing text refers to the buyer as 'Fernandez' in one place, which appears to be a drafting slip (inference).
On October 2, 2012, Golden River agreed to sell another 10,783,145 Acadian shares (19.9%) to Nelson Fernandez for CDN$1,401,808.85 (CDN$0.13 per share); it closed October 25, 2012. Golden River's Acadian stake drops to 32.16%, meaning it no longer holds a majority. This continues the sell-down begun with Igneous in February 2012, at a lower price per share (CDN$0.13 versus CDN$0.15).
10 Feb 2012asset acquisition disposition● NeutralMajor
On February 6, 2012, Golden River agreed to sell 10,783,145 Acadian shares (a 19.9% interest) to Igneous Capital Limited for CDN$1,617,471.15 (agreement text says $1,617,471.75, at $0.15 per share); it closed February 7, 2012. Golden River's Acadian stake falls from 71.5% to 52%, and it keeps control. Golden River will use reasonable efforts to get an Igneous nominee onto Acadian's board, with one Golden River nominee resigning, and Northern Capital Resources and Joseph Gutnick guaranteed Golden River's representations and warranties. This is the first sell-down of the Acadian holding built up through the 2009-2010 subscriptions.
7 June 2011asset acquisition disposition● NeutralMajor
On May 25, 2011, Acadian Mining (the 71.5%-owned subsidiary) agreed to sell its wholly-owned ScoZinc, which held the Scotia lead-zinc mine (on care and maintenance since early 2009), to Selwyn Resources for CDN$10 million. About CDN$2.8 million is deducted for increased reclamation bonding, leaving net proceeds of about CDN$7.2 million; the sale closed May 31, 2011. This disposes of Acadian's Nova Scotia lead-zinc asset; the filing does not say how the proceeds will be used.
A 1-for-10 reverse stock split, approved by the board and stockholders, took effect November 1, 2010, cutting shares outstanding from about 243,593,440 to about 24,359,344. Trading used the temporary symbol GORVD for roughly twenty trading days before reverting to GORV, and fractional shares are rounded up. Each holder keeps the same proportional ownership; the filing gives no reason for the split.
22 July 2010capital raising announcement● NeutralMajor
The company sold 14,275,800 new shares at US$0.10 (US$1,427,580) to Northern Capital Resources Corp on July 14, 2010, and used the proceeds to subscribe on July 16 for 49,233,866 more Acadian shares at CDN$0.03 (CDN$1,477,015.98). Its Acadian holding is now 387,345,200 shares, or 71.5%. This is a new placement under a fresh subscription agreement, separate from the earlier US$8.5 million one, and again adds shares to a Gutnick-associated buyer.
What it means for a shareholder
14.3m new shares at US$0.100 to raise about US$1.4m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
18 May 2010capital raising announcement▲ GoodMajor
The company closed its purchase of the Tahera Diamond Corp mineral properties in the Slave Craton, which it had until now only held rights to explore under separate access agreements since 2002. It paid CDN$86,000 and issued 3,000,000 shares to Tahera, which keeps the rights to any diamonds. The company says it now has unrestricted access and is planning a gold exploration program. This turns the earlier exploration arrangement with Tahera into outright ownership. The attached agreement is dated December 3, 2009 and also mentions a CDN$74,703.55 lease payment and legal costs of up to CDN$20,000; the CDN$86,000 figure is the company's own wording and the filing does not reconcile the two.
The third tranche of the Northern Capital Resources Corp placement closed March 31, 2010: 49,036,800 shares at US$0.10 for US$4,903,680. Unlike earlier tranches, the proceeds repaid loans from Northern Capital that had funded the final Acadian subscription in October 2009 and advances to Acadian. The company's Acadian holding is stated as 68.7%, slightly above the 68.45% originally targeted. The filing does not say how much was lent or when the loans were made.
What it means for a shareholder
49.0m new shares at US$0.100 to raise about US$4.9m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
The second tranche of the Northern Capital Resources Corp placement closed September 30, 2009: 9,290,000 shares at US$0.10 for US$929,000. The proceeds were used for the next Acadian share subscription, taking the company's Acadian holding to 57.1%. This continues the related-party funding of the Acadian stake and adds further new shares.
What it means for a shareholder
9.3m new shares at US$0.100 to raise about US$929,000. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
The company signed a subscription agreement with Northern Capital Resources Corp, a company associated with CEO Joseph Gutnick, to sell 85,000,000 new shares at US$0.10 each for US$8,500,000, to be closed in tranches before March 31, 2010. The money is for buying more Acadian shares and for working capital. The first tranche of 41,276,710 shares (US$4,127,671) closed September 3, 2009, and the filing puts the company's Acadian holding at 52%. This answers the open question of how the Acadian purchase would be funded, and it dilutes existing shareholders, with the buyer being a Gutnick-associated company.
What it means for a shareholder
85.0m new shares at US$0.100 to raise about US$8.5m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
This amendment to the Acadian second-tranche report only adds the required financial statements: Acadian's audited 2008 and 2007 statements, its March 31, 2009 interim statements, and pro forma information for the company. Acadian's 2008 statements show a net loss of about $37.5 million, an impairment charge of $24.75 million and cash of $210,211 at year end. The auditor's note says there is substantial doubt about Acadian's ability to continue as a going concern. The filing restates the 19.9% interest and lists a July 9, 2009 subscription agreement as an exhibit; it does not explain what that agreement covers.
7 July 2009asset acquisition disposition▲ GoodMajor
Effective June 30, 2009 (settled July 1) the company agreed to buy back from RAB Special Situations (Master) Fund Limited the warrants issued to it in 2006 for US$500,000 in total: the 10,000,000 special warrants and the warrants over 20,000,000 shares (exercise price US$0.1542, adjusted to US$0.0364541, expiring April 30, 2011). The company then cancelled them. This removes the potential dilution from those 2006 RAB securities and closes that open item.
10 June 2009asset acquisition disposition● NeutralMajor
The second tranche closed: Acadian issued 21,058,129 shares to the company for C$552,542, taking its interest to 19.89%. Acadian shareholders approved the full 338,111,334-share placement on June 9, 2009. The company says it will file Acadian's financial statements within 75 days. The remaining tranches toward the 68.45% stake are still open.
The first tranche of the Acadian investment closed: Acadian issued 17,053,205 shares to the company for C$447,457.34, giving it a 9.99% interest. This is smaller than the C$1.0 million (38,111,334 shares) first tranche described in the March announcement; the filing does not explain the difference.
Effective March 17, 2009 the company agreed to subscribe for up to 338,111,334 new shares of Acadian Mining Corporation (TSX: ADA) for up to C$10 million, which would give it 68.45% of Acadian if all tranches close. The first C$1.0 million tranche (38,111,334 shares) needs regulatory approval including the Toronto Stock Exchange and was expected around April 10, 2009; the remaining C$9 million needs Acadian shareholder approval and due diligence, and lapses if conditions are not met by July 1, 2009. The company says it intends to seek extra financing, possibly a private placement of its own shares, to fund this. This is a new direction beyond its Tahera and Committee Bay exploration.
9 Dec 2008capital raising announcement● NeutralMajor
On December 9, 2008 the company sold 100,000,000 new shares at US$0.005 each (US$500,000 total) to Fast Knight Nominees Pty Ltd, a company associated with President and CEO Joseph Gutnick. The money is for exploration and general corporate and administrative costs. This is the capital raising the company had been investigating since 2007; the new shares are a large addition to the 26,711,630 shares reported in 2007 and dilute other holders (inference), and the buyer is a Gutnick-linked party.
What it means for a shareholder
100m new shares at US$0.005 to raise about US$500,000. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
On October 3, 2008 the company said its June 30, 2007 financial statements should no longer be relied on, after SEC staff review led it to revalue 4,650,000 options granted in October 2006 using a US$0.30 share price instead of US$0.166. The restatement raises the fiscal 2007 net loss by A$313,000 and the cumulative loss since July 1, 2002 to A$9,560,000 from A$8,116,000. The filing says cash flows are unaffected and management believes the business and shareholders are not materially impacted.
A preliminary information statement says holders of 57.3% of the shares (companies tied to the Gutnick family, including Fast Night Nominees) consented on August 31, 2007 to raising authorized common stock from 100 million to 200 million shares. The company has 26,711,630 shares and 55,750,000 options outstanding, and says it is looking at capital raising for exploration and working capital. This follows the 100 million increase proposed in 2006; more shares could be issued without existing holders having preemptive rights, which could dilute them.
15 June 2006capital raising announcement● NeutralMajor
On June 9, 2006 the company sold RAB Special Situations Fund (Master) Limited 10,000,000 special warrants (each convertible to one share for no extra payment) plus warrants over 20,000,000 shares at US$0.1542 (to April 30, 2011) for US$1,542,000. Proceeds are intended for gold exploration on Tahera's Slave Craton properties and its Committee Bay tenements in northern Canada, and for general corporate costs. This is new outside money, but the shares and warrants it creates will dilute existing holders (inference).
9 May 2006capital raising announcement● NeutralMajor
Effective May 8, 2006, the company agreed to issue 10 million shares and options over 20 million shares (A$0.20 exercise price, expiring April 2011) to Fast Night Nominees, a company associated with President J. I. Gutnick, to repay A$2 million of loans from Wilzed Pty Ltd, another Gutnick-associated company. It also said it intends to seek approval to raise authorized shares to 100 million. For shareholders this removes the A$2 million debt but adds shares and options, which dilutes existing holders (inference).
The company (then filed under the name Bay Resources Ltd., later Golden River Resources) said its auditor David T. Thomson P.C. told it on July 30, 2003 that it intended to resign, and that it engaged PKF as the new auditor on August 1, 2003 for the year ended June 30, 2003. The filing states there were no disagreements with the old auditor. Its reports for fiscal 2001 and 2002 included a going-concern uncertainty paragraph, and it did not audit fiscal 2003.
