Each one in plain English, with the numbers worked through for a shareholder.
28 Jan 2022asset acquisition disposition● Neutral
This amendment only replaces Exhibit 10.2, because the original filing attached the May 25, 2021 Spin-Off Agreement twice instead of the October 22, 2021 Amended Spin-Off Agreement. The filing says no other changes were made; the spin-off of Edison Power Company is unchanged.
20 Jan 2022asset acquisition disposition● NeutralMajor
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.
Auditor Dale Matheson Carr-Hilton Labonte LLP resigned on October 15, 2021, and the company appointed Fruci & Associates II, PLLC the same day. The prior audit report for the year ended August 31, 2020 included a going-concern doubt, and the company disclosed its internal controls were not effective; no disagreements were reported.
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.
The company issued 200,000 shares to an officer and director for services on January 2, 2018, and filed on January 8, 2018 to change its name to Indigenous Roots Corp., pending FINRA review. The name change will take effect on the market only once FINRA completes its review.
On December 5, 2017 the company issued 300,000 common shares to an unrelated party for $30,000 total, which is $0.10 per share, matching the price of the November 2017 placement announcement (inference that this is part of it; the filing does not say so).
After a gap of more than six years in this record, the company (still American Paramount Gold Corp., now based in Las Vegas under president Ronald Loudoun) announced a private placement of up to 1,000,000 units at $0.10 each for up to $100,000. Each unit has one share and one warrant to buy a share at $0.35 for 12 months.
What it means for a shareholder
1.0m new shares at $0.100 to raise about $100,000. That's 11% dilution: every existing holder's slice gets 11% smaller. If you held $1,000 of shares (10,000 at the issue price), your slice goes from 0.129% to 0.114% of the company. To keep it you'd need 1,292 more shares - about $129 at the issue price.