Independence Resources PLC

On January 1, 2013 the company settled its dispute with Pyratine LLC (formerly Skinvera LLC), the buyer of the skincare business in March 2010. Pyratine alleged the Polish Academy research contracts were cancelled through the company's acts, and said Pyratine had made no payments on the $1.8M note. Under the settlement Pyratine is to pay $100,000 (less up to $1,500 of legal fees) by December 31, 2012, and the company credits another $100,000 against the note. The note is restated at $1,876,657, due July 1, 2021 at 1.17% interest with no payments until then. The company gives up the royalty rights, IP rights and security interests it held under the 2010 sale, so the royalty stream from that sale is gone and the only remaining claim is the long-dated note, which had gone unpaid so far.

material agreement

On April 18, 2012 the company bought 70% of Coeur d'Alene Mine Contracting LLC from Jeff Lambert and Steve Ivie for $200,000 and 2,000,000 ordinary shares, and agreed to lend the LLC $100,000 by May 1, 2012 (4% interest, due by May 1, 2020). The filing says the LLC is newly formed, has no revenue or material assets, and plans contract mining for third parties and for the company's own mining projects. On April 23 it also bought 42 unpatented claims in Lemhi County, Idaho for $100, issued 1,000,000 shares each to Lambert and Ivie plus 200,000 shares to Kurt Hoffman for consulting, hired Lambert and Ivie on $120,000 salaries, and appointed Donna Street CFO (Howard Crosby stays President and director). This adds new shares to the count and extends the mining push begun with the 2011 Iron Eagle deal.

asset acquisition disposition

On September 1, 2011 the company exercised its put right and Platinum took back the participation bought in April 2010 (45% of claims against Firstgold, owner of the Relief Canyon Mine) at $5,034,281, resolving that thread. The price was partly set off against the $2,876,790 still owed on the March 2010 DMRJ note, and the company received $2,535,689 in cash. The note is discharged and DMRJ's liens are released. The press release says it exercised the put because it could not close financing to buy 100% of Relief Canyon and Platinum accepted a bid from Sagebrush Gold. It says Platinum will raise its warrant exercise price to $1.00 from $0.70, and the company will focus on Gray Eagle and Iron Creek.

material agreement termination

On March 17, 2011 the company issued 8,150,000 shares (5,500,000 to Brush Prairie Minerals and 2,650,000 to Chester Mining) to acquire Iron Eagle Acquisitions, which holds the Gray Eagle Mine claims in Siskiyou County, California, and property in Lemhi County, Idaho (Iron Creek); the shares were valued at $6,520,000. John Ryan and Howard Crosby, who run the company, also take director seats at the two sellers. This continues the move away from skincare into resources, adds mining alongside the Texas oil interest, and dilutes existing shareholders; the press release also mentions a plan to restart the Relief Canyon Gold Mine, which ties to the April 2010 bankruptcy-claim purchase (an inference).

asset acquisition disposition

On November 9, 2010 the company and DMRJ amended the $3.0 million March 2010 convertible note, cutting the conversion price from $1.25 to $0.70 and letting DMRJ swap the note into securities of any later, more favourable financing. In return DMRJ consented to the company issuing additional secured debt, which the note otherwise prohibited. Shareholders face more potential dilution from the lower conversion price.

material agreement

On May 14, 2010 the company bought a 15% working interest in oil and gas leases in Dawson County, Texas (the Riggan Project) from SDX Resources for $108,397, with Breck Operating Corp as operator. It will pay 20% of the cost of the first test well (to be started by September 1, 2010) and 17.647059% of a second well, and the press release expects about $495,000 total for the two wells. This is the company's first oil and gas interest in this history, following the March 2010 change of management and exit from skincare.

asset acquisition disposition

On April 1, 2010 the company paid $5.0 million to a partnership majority-owned by Platinum Partners Value Arbitrage Fund, the same group behind the March 2010 note financing, for an interest in $7.0 million of notes and contractual rights owed by an unnamed natural-resources company in US bankruptcy. The filing gives no further detail on the debtor's assets, and the seller gave only limited representations about title and liens.

asset acquisition disposition

On March 10, 2010 the company (filing as Senetek PLC) closed a $3.0 million interest-free convertible note with DMRJ Group (affiliated with Platinum Partners), convertible at $1.25 per share, plus a five-year warrant for 1.8 million shares at $1.75. As conditions of the deal, it sold its skincare business (all assets except kinetin and zeatin) to Skinvera LLC, owned by former CEO Frank Massino, for a $1.8 million 6% note due in seven years plus royalties (5% of net direct sales and 10% of net skincare royalties, capped at $5 million). Massino and CFO William O'Kelly were terminated without cause and Massino and Rodger Bogardus left the board; John Ryan (CEO), Howard Crosby (President) and Wesley Holland joined the board. The company's stated direction moves away from skincare; the filing says a new business strategy is to be developed.

asset acquisition disposition

On June 27, 2008 the company ended its Triax licence for Pyratine-6 (the second-generation cytokinin) via a settlement: Triax paid $975,000 (plus $150,000 expected from a third-party service provider) along with previously unremitted sales proceeds. The company got back all its intellectual property, inventory and promotional materials, and a two-year non-compete from Triax, and now bears responsibility for Pyratine-6; this ends the August 2007 deal, including the $10.8 million guaranteed 2008 minimum, after a dispute process begun in March 2008. Separately, on June 30, 2008 it terminated the Invicorp licence with Ardana, which went into voluntary administration on June 27, 2008; it demanded transfer of Ardana's data and marketing authorisations, so the European Invicorp licence is gone.

material agreement termination

On August 4, 2007 the company gave Triax Aesthetics LLC an exclusive licence for its second-generation cytokinin in the ethical channel in the US and territories, Canada and select Middle East countries. The company supplies product and contributes sales and marketing payments totalling $4.5 million in year one; it keeps all net revenue in year one with a guaranteed minimum of $10.8 million in 2008, then revenues are shared 50/50.

material agreement

On March 30, 2007 the company gave Valeant a paid-up licence for Kinetin and Zeatin and assigned to Valeant future royalties from other Kinetin licensees. In return it received $21 million in cash, a waiver of $6 million in future marketing credits it would otherwise have owed Valeant, and a right to share in royalties due to Valeant from other Kinetin licensees through 2011. This replaces the annual minimum royalty structure set in the August 2005 amendment (inference: the filing does not say so explicitly). The same filing notes a Form 12b-25 was filed to extend the deadline for the 2006 annual report.

material agreement

On March 20, 2006 the company sold its Reliaject disposable autoinjector patents, trademarks and automated manufacturing equipment to Ranbaxy Pharmaceutical Inc. Ranbaxy paid a non-refundable $500,000 now, with further milestone payments tied to regulatory approvals and cumulative sales, plus a percentage of net sales. Ranbaxy also agreed to negotiate in good faith with Invicorp licensees (Ardana for Europe, Plethora for North America) on contract manufacturing of the autoinjector pre-filled with Invicorp.

material agreement

On February 16, 2006 the company gave Plethora Solutions an exclusive licence for Invicorp, its erectile dysfunction treatment, in the United States and Canada. Plethora takes over regulatory approval and marketing, and the company receives royalties on sales plus milestone payments; the filing gives no dollar amounts. Plethora also gets a right of first offer on other countries, excluding the EU, where Ardana Bioscience already holds an exclusive licence.

material agreement

On August 5, 2005 the company amended its 2003 licence agreement with Valeant Pharmaceuticals, giving Valeant exclusive worldwide marketing and manufacturing rights to Zeatin and broader rights to Kinetin, subject to existing Kinetin licensees. In return the company gets minimum annual royalties of $6 million for 2006, $7 million for 2007 and $8 million a year for 2008 to 2010, less a $250,000 per quarter credit to Valeant, plus extra royalties above agreed sales thresholds. The company's press release calls this $37 million guaranteed over five years, before existing credits.

material agreement

Nasdaq told the company on November 8, 2004 that its American Depositary Shares would be delisted from the Nasdaq SmallCap Market from November 10, 2004, because it failed the alternative listing tests on shareholders' equity, market value and net income. The company expects the shares to trade on the OTC Bulletin Board as SNTK.OB, plans to appeal (which does not stop the delisting), and says it hopes to relist later on Nasdaq or the American Stock Exchange. The press release also mentions a non-binding letter of intent, announced October 27, 2004, for a possible business combination with IGI, Inc.

listing compliance notice

On September 30, 2004 the company completed a restructuring of its Senior Secured Notes with holders Pearl Waves and Wallington Investment Holdings. It prepaid $1.6 million of roughly $4.9 million outstanding, kept the 8.5% interest rate, and dropped the principal payments that were due in 2005 and 2006. Holders can now exchange the notes for ordinary shares at $0.80 per share, once an SEC registration statement is effective, so shareholders could be diluted if they do. Several warrant series were also amended, with expiry extended to March 2011 and a cut from $1.25 to $0.50 on about 2.65 million Series B warrants as notes are exchanged or repaid; the company received no cash from the deal.

capital raising announcement

On December 31, 2002 the company (named in this filing as Senetek PLC, a skincare and healthcare group, not an oil and gas business) sold its rights to the Mill Creek and Silver Fox lines and other brands from its 1995 Carme acquisition to U.S. International Trading Corporation (USITC). The price was $2.8 million: $400,000 cash at closing, 23 quarterly payments of $100,000 from September 30, 2003 plus interest, and a $100,000 deposit USITC paid in 1999. The sale ends a licence under which USITC had paid royalties since 1999, and the filing's pro forma figures remove those royalties ($404,000 for 2001 and $283,000 for the first nine months of 2002). The filing says most of the gain is deferred until cash is collected.

asset acquisition disposition