28 Aug 2017listing compliance notice▼ BadMajor
HANDENI GOLD INC. deregistered its securities, ending its obligation to file reports with the SEC.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
19 June 2017capital raising announcement● Neutral
On June 15, 2017 the company issued 2,475,000 restricted shares to IPP Gold Ltd. at a deemed $0.12 to settle $297,000 of debt owed to it, so no cash was raised. IPP Gold was the counterparty to the September 2010 property acquisition agreement; the filing does not say how the debt arose. Debt falls but share count rises.
23 Jan 2013capital raising announcement▼ Bad
On January 22, 2013 the company, now named Handeni Gold Inc., closed a private placement of 13,000,000 shares at $0.05 to three investors for $650,000 gross. The price is far below the $0.45 units of March 2011, and the filing does not state how the money will be used.
2 Dec 2011asset acquisition disposition● NeutralMajor
On November 30, 2011 the company completed the purchase of 100% of the roughly 2.67 sq km Handeni District property from Handeni Resources, issuing the 15,000,000 restricted shares at a deemed $0.40 as agreed in August 2011 (option period extended to November 3, 2011). This resolves the August option; Chairman Mengi's interest in the seller is again noted.
10 Aug 2011material agreement● NeutralMajor
On August 5, 2011 the board approved an option to acquire 100% of about 2.67 sq km in the Handeni District next to the company's four existing licences (about 800 sq km), from Handeni Resources Limited, in return for 15,000,000 restricted shares at a deemed $0.40 plus maintenance payments. Chairman Reginald Mengi has an interest in Handeni Resources and did not take part in or vote on the decision, so this is a related-party deal.
31 Mar 2011capital raising announcement▲ GoodMajor
The company completed a three-tranche private placement (March 11 to 29, 2011) selling 27,173,372 units at $0.45, for $12,228,017 gross and $11,439,635 net after $788,382 of fees. Each unit has a share and a warrant at $0.52 (18 or 30 months), and 1,243,045 finder's warrants were also issued. Proceeds go to Tanzanian exploration and working capital; this is a much larger raise than the 2008 to 2010 placements, with more shares and warrants outstanding.
What it means for a shareholder
27.2m new shares at US$0.450 to raise about US$12.2m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
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1 Oct 2010capital raising announcement▼ BadMajor
On September 30, 2010 the company issued 16,666,667 restricted shares at a deemed $0.15 each ($2,500,000 deemed) to one non-U.S. person as a transaction fee linked to a mineral property acquisition agreement with IPP Gold Limited signed September 21, 2010. The filing gives no detail on the property itself. The share issue dilutes existing holders.
27 Aug 2010capital raising announcement▼ Bad
On August 23, 2010 the company issued 6,000,000 restricted shares to four non-U.S. persons on a cashless exercise of stock options at a deemed price of $0.05 per share (deemed total $300,000). The filing does not say cash was received; the extra shares dilute existing holders.
21 June 2010material agreement● NeutralMajor
A second agreement with Ruby Creek, fully signed June 16, 2010, lets Ruby Creek earn 70% of the remaining 255 sq km of Mkuvia for $6,000,000, including 4 million Ruby Creek shares valued at $0.80 each. Combined with the November 2009 deal, that is $9,000,000 for 70% of the whole 380 sq km; the final structure is Ruby Creek 70%, the company 25% and Maita 5%, with Ruby Creek able to move to 75% (company 20%) by paying $1,000,000 by June 1, 2011. Part of the price depends on payments to 2013 and on Ruby Creek stock.
13 Nov 2009material agreement▲ GoodMajor
On November 7, 2009 the company agreed that Ruby Creek Resources can earn 70% of 125 sq km of the 380 sq km Mkuvia project by paying $3,000,000 within three years of closing, with closing expected after a 90-day due diligence period. Ruby Creek can lift its stake to 75% of that area for another $1,000,000, and Maita keeps his 3% royalty. This sells down part of the Mkuvia project set up in the July 2009 agreement.
16 July 2009material agreement▲ GoodMajor
On July 14, 2009 the board approved a new joint venture agreement with Mkuvia Maita covering four prospecting licences of about 380 sq km in Tanzania's Liwale and Nachigwea Districts (the Mkuvia Project, which the filing calls the focus of current exploration). It replaces the earlier agreement: the company pays US$40,000 on signing, keeps a 3% royalty owed to Maita on any production, and is released from about US$460,000 of yearly payments in return for giving up about 50 sq km of unexplored area.
22 Oct 2008capital raising announcement● Neutral
On October 15, 2008 the company (then Douglas Lake Minerals) closed a private placement of 5,000,000 shares at $0.20 each, raising $1,000,000 gross. Proceeds are for its Tanzanian gold project, other exploration and development, land and project acquisitions and general corporate purposes. This follows the August 2008 placement at lower prices and adds new shares for existing holders to share the company with.
What it means for a shareholder
5.0m new shares at US$0.200 to raise about US$1.0m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
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20 Aug 2008capital raising announcement● NeutralMajor
On August 15, 2008 the company closed a non-brokered private placement of 6,666,680 shares at $0.15 plus units of shares with half a one-year warrant each: 1,000,000 at $0.10, 2,000,000 at $0.15, 1,462,500 at $0.20 and 187,500 at $0.40. Proceeds are for Tanzanian resource acquisition, exploration and development and working capital. The filing gives no total raised. The prices, far below the $0.70 of January 2007, are lower than that earlier raise.
31 Jan 2007capital raising announcement● NeutralMajor
Effective January 23, 2007 the company raised $1,484,200 by issuing 2,120,277 shares at $0.70, with no finder's fees. On the same date it issued 11,650,000 shares under sale and purchase agreements from November 2006 for asset purchases; the filing refers to a 10-QSB for details and does not say what the assets are. Share count rose by about 13.8 million, diluting existing holders.
What it means for a shareholder
2.1m new shares at US$0.700 to raise about US$1.5m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
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26 Oct 2006financial restatement▼ BadMajor
On October 19, 2006 the audit committee said the February 28, 2006 quarterly and May 31, 2006 annual financial statements should no longer be relied on, because a December 2005 investor relations contract with Broadstreet Marketing ($75,000 plus $150,000 of shares), signed by former president Laurence Stephenson, was not recorded. The restatement is expected to raise the net loss for the year to May 31, 2006 by $225,000.
16 May 2006asset acquisition disposition● Neutral
A second amendment adding detail to the Pennsylvania rescission matter: the offer went to one couple, the other US investors were two California couples, and the offering had 38 subscribers (35 in British Columbia) paying $397,000 in total. No rescission offer is planned for the British Columbia or California residents.
11 May 2006asset acquisition disposition▼ Bad
The company disclosed that the Pennsylvania Securities Commission alleged (January 23, 2006) that it sold shares without complying with Regulation D or registering them. On May 4, 2006 it offered two Pennsylvania investors who bought in April 2005 the right to sell their shares back at $0.30 plus interest. It does not plan a similar offer to California investors.
4 May 2006asset acquisition disposition▲ GoodMajor
On April 26, 2006 the company closed the purchase of three Tanzanian licences (Tabora, Ashanti South West, Negero/Green Hills), issuing 16,000,000 restricted shares, with two more licences (Morogoro and KM 7) due within 120 days (by August 24, 2006) for $25,000, then $50,000 within six months. The vendors' controller Kulvinder Matharu became a director and Chairman, and directors and an ex-director received 7,125,000 of the shares. On April 27, 2006 it signed a Strategic Alliance with Canaco Resources, under which Canaco would pay $350,000 once the company holds five licences and commit up to $2 million over two years, and could earn up to 70% in chosen prospects. The filing also describes the company as a start-up exploration-stage shell with no revenue and with PAC claims in British Columbia.
21 Nov 2005material agreement● Neutral
This filing repeats the November 2005 amendments that doubled the shares payable to KBT (5,600,000), Hydro-Geos (5,200,000) and Megadeposit (5,200,000) for the Tanzanian licences. The text is the same as the filing three days earlier, so it adds nothing new.
18 Nov 2005material agreement▼ BadMajor
On November 10, 2005 the company amended the three August 2005 Tanzanian licence purchase agreements, doubling the shares it will issue: KBT from 2,800,000 to 5,600,000, Hydro-Geos from 2,600,000 to 5,200,000, and Megadeposit from 2,600,000 to 5,200,000. The deals remain subject to due diligence and to all closing together. Shareholders face more dilution for the same licences.
20 Oct 2005capital raising announcement● Neutral
The company sold 1,322,332 shares at $0.30 on October 17, 2005 for $396,699.60 before expenses, with no finder's fee. Proceeds are for working capital and general purposes. Of these, 1,127,666 shares went to 33 non-US holders and 194,666 to three US accredited investors, so existing holders were diluted.
23 Aug 2005material agreement● NeutralMajor
On August 4, 2005 the company agreed to buy five Tanzanian prospecting licences: three from KBT Discovery Group (about 620.6 sq km; $75,000 plus 2,800,000 shares), one from Hydro-Geos (Ashanti South East, about 210 sq km; 2,600,000 shares) and one from Megadeposit Explorers (Green Hills South East, about 206.8 sq km; 2,600,000 shares). The deals are conditional on due diligence by December 2, 2005 and on all closing together. This is the company's first move into Tanzania.
14 Jan 2005capital raising announcement● Neutral
An amendment to the December 2004 share sale filing that only attaches the form of subscription agreement and the December 7, 2004 offering memorandum. No new figures or terms are given.
23 Dec 2004capital raising announcement● Neutral
The company (filing here as Douglas Lake Minerals Inc.) sold 945,400 shares in a private placement on December 22, 2004 at $0.25 per share, raising $236,350 before expenses, with no finder's fee. Proceeds are for working capital and general corporate purposes. Existing shareholders were diluted by the new shares.