Indigenous Roots Corp. company history: the story so far

History

A Nevada gold-exploration shell took an option on the Cap Gold claims in 2010, later moved into solar power, then spun the solar business off in 2022.

2010: The Cap Gold option

The company, then called American Paramount Gold Corp. and formerly Zebra Resources, began 2010 under a new controlling shareholder. Monaco Capital bought 20,000,000 shares on February 26, and a 2-for-1 forward split on March 17 took the shares from 32,000,000 to 64,000,000. On April 19 the company agreed an option on a long-term lease of 189 unpatented mining claims in Nye County, Nevada, called the Cap Gold Project. It had to pay $25,000 on closing and $100,000 after due diligence, then yearly advance royalties, and spend at least $1,250,000 on exploration over five years. The deal closed on April 27, and $125,000 had been paid to the owners by June. Monaco also agreed to lend up to $500,000 at 10% interest, convertible at $1.05 a share, and $200,000 was advanced. Wayne Parsons was hired as president under a consulting agreement. The company described itself as exploration-stage with no known reserve.

2011-2019: A quiet record, then solar

The disclosures say little about these years. The record shows the company renamed itself Indigenous Roots Corp. through a January 2018 amendment. On April 1, 2019 it agreed to buy all of Edison Power Company for 6,849,239 of its shares. Edison Power owned Edison Delaware 2, LLC, which operates a solar power system in Delaware. The move took the company out of gold exploration. The filing reporting it came only in September 2020, about 17 months later.

2020-2022: The spin-off

The auditor's report for the year to August 31, 2020 carried a going-concern doubt, meaning doubt that the company could keep operating. Its auditor resigned and Fruci & Associates II was appointed on October 15, 2021. On January 20, 2022, after FINRA approval, the company spun off Edison Power as an independent private company. Shareholders of record on October 22, 2021 received half an unlisted EPC share for each company share held. As of January 28, 2022, the company had no stated operating business. Whether it still held the Cap Gold claims, and the status of the Monaco loan, were not stated.

Written from the 5 story beats below (2010 to 20 Jan 2022), which come from the company's own announcements and filings.

Beat by beat

The events that changed the company's story, in plain English, each written against everything known about the company at the time. The dot shows whether it was good, bad or neutral for shareholders.

shares on issue market cap (log scale)

202215.1m shares · US$7.5m market cap

20 Jan
After FINRA approval, the company completed the spin-off of its subsidiary Edison Power Company (the solar business acquired in the 2019 agreement) on January 20, 2022. Shareholders of record on October 22, 2021 get one-half of one unregistered, restricted EPC share per company share held; EPC is now an independent private company, its shares are not listed, and the spin-off is not tax-free under Section 355. This reverses the earlier acquisition: the solar business is no longer inside the company.
asset acquisition disposition
15.1m shUS$7.5m

202015.1m shares · US$1.5m market cap

15 Sept
Filed in September 2020 for an event dated April 1, 2019, the company (now Indigenous Roots Corp.) signed an agreement to buy all of Edison Power Company in exchange for 6,849,239 of its common shares. Edison Power owns Edison Delaware 2, LLC, which owns and operates a solar power system in Delaware. This moves the company from its former gold-exploration business into solar power, and the filing came about 17 months after the agreement date.
material agreement
15.1m shUS$1.5m

2010

15 June
The company filed shell-company-style disclosure confirming the Cap Gold Project closing, with $125,000 paid to Hackworth and Tomany. It also set out its history: incorporated July 2006 as Zebra Resources, abandoned its first claim (Astro 2006), Monaco Capital bought 20,000,000 shares on Feb 26, 2010, a 2-for-1 forward split took shares from 32,000,000 to 64,000,000 on March 17, 2010, and the name changed to American Paramount Gold Corp. The board is now Wayne Parsons, Peter Jenks and John Goodwin. The filing describes it as an exploration-stage company with no known reserve; the text provided is truncated.
business combination
27 Apr
The company said it closed the Cap Gold Project transaction (189 claims in Nye County, Nevada), continuing the April 16 agreement. It also signed a consulting agreement with Wayne Parsons as president/CEO/CFO (CDN$1,500 monthly, 1,000,000 options at US$1.00 expiring April 14, 2015, and a CDN$15,000 bonus if US$500,000 of private placement funds is received). Separately, Monaco Capital Inc., the controlling shareholder, agreed to lend up to $500,000 at 10% interest, convertible at $1.05 per share and due one year from advance; $200,000 had been advanced.
asset acquisition disposition
19 Apr
The company (then named American Paramount Gold Corp., formerly Zebra Resources) agreed with Royce L. Hackworth and Belva L. Tomany to an option on a long-term lease of 189 unpatented mining claims in Nye County, Nevada (the Cap Gold Project). It must pay $25,000 on closing and $100,000 once due diligence is satisfied, plus yearly advance royalty payments ($125,000 in years 2-5, rising to $300,000 in years 21-30), at least $1,250,000 of exploration over 5 years, and a 1%-3% production royalty.
material agreement