Each one in plain English, with the numbers worked through for a shareholder.
4 Aug 2015auditor change● Neutral
Filed in August 2015 for an event dated December 22, 2014, this reports that the board dismissed its auditor Sadler Gibb & Associates and hired Liggett, Vogt & Webb P.A. of New York. Sadler Gibb's reports for fiscal 2013 and 2012 were clean, and the filing states there were no disagreements or reportable events. This follows the 2014 resort acquisition, and the filing does not give a reason for the change.
On March 21, 2014 Ironwood bought 100% of The Wilderness Way Adventure Resort Inc., a British Columbia adventure-tourism resort developer, for 3,600,000,000 restricted shares, and the filing says the resort company is treated as the accounting acquirer. Against 78,947,593 existing shares, this takes the total to 3,678,947,593, so existing shareholders hold a small fraction; only 150,000,000 were issued at closing because authorized shares are capped at 250,000,000, and the other 3,450,000,000 await a planned reverse split. Andrew McKinnon becomes CEO, CFO and Chairman, replacing Isaac Onn (appointed CEO March 17 after Behzad Shayanfar resigned as sole officer on March 12); Shayanfar stays as a director. A $1,000,000 secured convertible note financing (8%, convertible at $0.18, with warrants at $0.22) was agreed, to close after this filing. This moves the company away from the Nevada gold exploration properties and the earlier Mexico San Bernardo letter of intent described in the context; the filing excerpt does not mention what happens to those.
This amendment corrects the Feb 7 filing, which left out a second amendment agreement with Alpha Capital. Under it, the note's conversion price drops from $0.08 to $0.05, its maturity is extended to April 15, 2013, and the exercise price on the original warrants falls from $0.08 to $0.05, alongside the new 2,000,000-share warrant at $0.05. Everything else (the $100,000 added to the note, the Canadian Mining Company letter of intent) repeats the original filing; the lower prices mean more shares could be issued to Alpha, which is an inference about dilution.
7 Feb 2013capital raising announcement● NeutralMajor
Ironwood took another $100,000 from Alpha Capital under its secured convertible note (effective Feb 1, 2013), raising the stated principal to $750,000 (it was $550,000 at issue and $650,000 after the April 2012 increase), and issued Alpha a new warrant for 2,000,000 shares at $0.05 for 8 years. It also signed a non-binding letter of intent with Canadian Mining Company to option the Raquel 3 and 3B concessions (San Bernardo Project) in Sonora, Mexico, for $1,650,000 in total consideration, which would be earned in stages through exploration spending, share issuance and a final $400,000 payment, subject to a 2% royalty to CMC; the new money is partly meant to fund this. The deal is conditional on due diligence, definitive agreements and financing, and the company has paid a CDN $50,000 deposit. More secured debt and warrants point to possible further dilution for shareholders (inference).
Ironwood's board concluded on Dec 17, 2012 that its financial statements for the year ended August 31, 2011 and the three 2012 quarterly reports can no longer be relied on. The error: a $550,000 convertible note issued August 16, 2011, with warrants and shares, was accounted for wrongly; the conversion feature and warrants should have been treated as derivative liabilities. The 2011 restatement is already in the 10-K filed December 20, 2012 and the January 22, 2013 10-Q, while the remaining 2012 quarterlies are still to be restated, with no assurance on timing.
Ironwood agreed (Aug 27, 2010) to sell Callinan Mines Limited 4,000,000 units at $0.05 each, about $200,000 in total (inference from the stated price and quantity). Each unit is one share plus a two-year warrant to buy another share at $0.07. New shares and warrants add to the share count, diluting existing holders.
What it means for a shareholder
4.0m new shares at $0.050 to raise about $200,000. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
Ironwood announced an independent technical report by Crosby Consulting on its Haystack property, which sees potential for a significant gold deposit and recommends further exploration (data compilation, mapping and geochemical surveys, with geophysics and drilling to follow if results support it). It describes exploration potential only, not a resource estimate, and follows the Haystack acquisition of December 2009.
Ironwood announced an independent technical report by Crosby Consulting on Rock Creek, which says the area could host a 1-5 million ounce gold deposit with potential for more than 5 million ounces. This is a geologist's assessment of potential, not a measured resource, and the filing's own cautionary note says it is not a reserve under SEC rules. It follows the Rock Creek acquisition of December 2009.
On Dec 7, 2009 Ironwood agreed with Kingsmere Mining for an option to acquire the Rock Creek property in Elko County, Nevada, for 7,000,000 shares and $300,000 cash (5,950,000 shares and $255,000 to Kingsmere; 1,050,000 shares and $45,000 to Teck). As with Haystack, Teck holds royalties and can earn in up to 65% (leaving Ironwood 35%), with Teck's first-tier spending capped at $9,000,000. This is a third Nevada gold project, bought on the same pattern as Haystack.
On Dec 1, 2009 Ironwood agreed with Kingsmere Mining to take over the Haystack Property in Pershing County, Nevada, for 10,000,000 shares and $300,000 cash (8,500,000 shares and $255,000 to Kingsmere; 1,500,000 shares and $45,000 to Teck). Teck keeps royalties and can earn in up to 65% by funding exploration spending, which would leave Ironwood with 35%. This is a second Nevada gold project alongside Cobalt Canyon.
On Nov 30, 2009 Ironwood agreed with Kingsmere Mining to acquire certain rights in 32 more placer mining claims at Cobalt Canyon, for 500,000 shares and $65,000 cash. With these claims the project would total 696 acres near Caliente, Nevada. This adds to the Cobalt Canyon acquisition announced in November; closing is subject to customary conditions, and the filing does not say whether the Gold Canyon ratification deadline of December 1 was met.
Ironwood Gold agreed (Oct 28, 2009) to acquire 100% of the Cobalt Canyon Gold Project in Lincoln County, Nevada from Kingsmere Mining Ltd. and Ironwood Mining Corp. for 17,000,000 shares and $575,000 cash. The deal still needs the original owner, Gold Canyon Partners, to ratify it by December 1, 2009, or it terminates automatically and payments are refunded. Ironwood would also take on royalty payments and property spending obligations to Gold Canyon.