Ironwood Gold Corp. company history: the story so far

History

Ironwood Gold assembled three Nevada gold projects in 2009, funded itself with convertible debt, then in 2014 swapped into a British Columbia resort developer through a huge share issue.

2009: Three Nevada gold projects

Ironwood Gold set out to explore for gold in Nevada, and it assembled its portfolio in about six weeks. On October 28, 2009 it agreed to buy the Cobalt Canyon Gold Project in Lincoln County for 17,000,000 shares and $575,000 cash. The deal depended on the original owner, Gold Canyon Partners, ratifying it by December 1, 2009; the record does not say how that ended.

In December it added two more projects from Kingsmere Mining. Haystack, in Pershing County, cost 10,000,000 shares and $300,000. Rock Creek, in Elko County, was an option costing 7,000,000 shares and $300,000. On both, Teck kept royalties and could earn up to 65% by funding exploration, which would leave Ironwood with 35%.

2011-2013: Convertible debt and a restatement

The record is quiet between 2009 and 2012. Ironwood issued a $550,000 convertible note to Alpha Capital in August 2011, and shares on issue grew from 6,199,960 at the end of 2011 to 8,949,960 a year later. In December 2012 the board concluded that its 2011 annual accounts and three 2012 quarterly reports could no longer be relied on, because the note's conversion feature and warrants should have been treated as derivative liabilities (obligations whose value moves with the share price). The 2011 figures were restated; the remaining quarterlies were still to be fixed.

In February 2013 Alpha added $100,000, lifting the note to $750,000. The conversion price and warrant price fell from $0.08 to $0.05, maturity moved to April 15, 2013, and a new 2,000,000-share warrant was issued. Ironwood also signed a non-binding letter of intent to option Mexico's San Bernardo project for $1,650,000, with a CDN $50,000 deposit paid. Its outcome is not stated. Shares on issue reached 31,819,336 by the end of 2013.

2014-2015: A change of business

On March 21, 2014 Ironwood bought The Wilderness Way Adventure Resort Inc., a British Columbia resort developer, for 3,600,000,000 restricted shares. The resort company was treated as the accounting acquirer. Only 150,000,000 shares were issued at closing because authorized shares were capped at 250,000,000; the other 3,450,000,000 awaited a reverse split (a consolidation into fewer shares). Year-end 2014 shares of 470,973 fit with such a consolidation, though the beats do not describe it. Andrew McKinnon became CEO, CFO and Chairman. A $1,000,000 secured convertible note financing was agreed, with closing to be confirmed.

As of August 2015, the company was based in Ashcroft, BC, and McKinnon signed filings as CEO. The record does not say what became of the Nevada properties or San Bernardo.

Written from the 7 story beats below (2009 to 27 Mar 2014), 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)

201435.0m shares · US$115k market cap

27 Mar
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.
business combination
35.0m shUS$115k

20138.9m shares · US$224k market cap

8 Feb
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.
capital raising announcement
8.9m shUS$224k
7 Feb
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).
capital raising announcement
8.9m shUS$224k
22 Jan
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.
financial restatement
8.9m shUS$224k

2009

16 Dec
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.
material agreement
7 Dec
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.
material agreement
2 Nov
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.
material agreement