Each one in plain English, with the numbers worked through for a shareholder.
16 Mar 2012capital raising announcement▼ BadMajor
The company reports that on October 7, 2011 it refinanced non-interest-bearing advances of $661,683 and $517,673 into 10% convertible notes convertible at $0.03 a share. In January 2012 the holders converted $661,683 into 22,056,100 shares and $270,000 of the second note into 9,000,000 shares, leaving 31,202,694 shares outstanding as of March 15, 2012. Existing holders were substantially diluted. The filing does not name the lenders.
On July 28, 2011 the company agreed a two-year, $3.25 million convertible credit line with Wasserman Investments Corp. at 8% a year, to fund evaluation of rare earth minerals projects and some operating costs. The lender can convert into stock at the lower of $0.05 or 60% of the three lowest closing bids in the prior 12 months, which could dilute existing holders heavily (inference). A related equity line agreement was signed the same day. The filing does not say how much has been drawn.
On November 8, 2010 the company paid $250,000 for the rights to a joint venture with Bio Pulp Works, LLC (a recycled-paper products maker), giving it 49% of profits and losses, and agreed to put in $10,000 a month for six months. On November 22, 2010 Paradigm Capital Corporation, assigned $150,000 of the Infox note, converted it into 15,000,000 shares, which the filing says is about 99% of the shares outstanding and a change in control away from Cambridge Securities. The filing cites about 133,740 shares outstanding before the issuance, far below the 23.69 million reported in May 2010, and does not explain the gap (a reverse split is a possible inference). This is the first new business since the company was described as a shell, and it realises the dilution risk of the $0.01 notes.
On March 26, 2007 the company issued Dutchess a promissory note with a $2,553,125 face amount for $2,375,000 in proceeds, at 7% interest, maturing December 26, 2007. It also issued 50,000 restricted shares and paid $75,000 in closing costs. The note is secured by 40 put notices under the September 2006 Dutchess agreement, and the subsidiaries TOV Energy-Servicing Company Esko Pivnich and Pari, Ltd. guaranteed it. Default carries penalties, including a 10% increase in the face amount.
On September 7, 2006 the company signed an agreement with Dutchess Private Equities Fund giving it access to up to $20 million by selling shares to Dutchess over 24 months. Each sale is priced at 96% of the lowest closing bid in a five-day period. The company must register the shares with the SEC and paid a $10,000 due diligence fee. Because shares are sold at a discount to market, this is a source of potential dilution (inference).