3 Aug 2022listing compliance notice▼ BadMajor
JOSHUA GOLD RESOURCES INC deregistered its securities, ending its obligation to file reports with the SEC.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
20 May 2020material agreement● Neutral
The company bought 35 claims from DH Exploration Inc. under an acquisition agreement dated January 15, 2020, for 1,000,000 restricted shares plus a 2% net smelter royalty; it can buy back 75% of the royalty for CAD $1,000,000 at any time. The claims cover Halcrow and McCool (gold prospects) and Seymour Lake (a lithium prospect), in Ontario, and the lithium prospect is the first one disclosed in the context. This is a further DH Exploration purchase after Borden North, and the filing gives a new address (1321 Dundas Street, Woodstock).
12 Feb 2020material agreement● Neutral
On January 15, 2020 the company bought 100% of 11 mineral claims called the Borden North Property (Cochrane and Darcy Townships, Ontario) from DH Exploration Inc. for 100,000 restricted shares plus a 2% net smelter royalty. It may buy back 75% of the royalty (leaving 1.5% bought out) for CAD $1,000,000 at any time. This continues the 2020 run of small share-funded property purchases after King Solomons.
27 Jan 2020material agreement▲ GoodMajor
As of January 27, 2020, 17 stockholders holding 60,343,555 shares (about 49.9% of outstanding shares) signed an amended agreement limiting how fast they can sell, until June 17, 2020; weekly sales are capped at the greater of 5% of recent trading volume or 59,670 shares. Six more holders with 17,228,600 shares are expected to sign. This amends an April 2019 lock-up, and the company had also removed its registered shares from its S-1 registration (effective January 6, 2020). For shareholders it limits selling pressure from large holders for now.
15 Jan 2020material agreement● NeutralMajor
On December 27, 2019 the company bought four sellers' interests (25% each, so all of it) in the leased King Solomons Mines property in Davis Township, Ontario, for 8 million restricted shares plus a 2% net smelter royalty; it may buy back half of that royalty for CAD $2 million at any time. Issuing 8 million shares dilutes existing holders. This is the first filing in the context in about six years, with a new address (Woodstock, Ontario) and Benedetto Fuschino now signing as President and CEO.
18 Nov 2013capital raising announcement● Neutral
On November 15, 2013 the company bought 100% of seven staked graphite claims (six in Bigwood Township, one in Brougham Township, Ontario) from 2254022 Ontario Ltd., paying only with 1,250,000 shares. The vendor gets a 3% net smelter royalty once commercial production starts, and the company can buy back half for CAD $1,000,000. This is the company's first graphite property, alongside its gold claims; a press release also mentions continued sampling at Kenty.
1 July 2013asset acquisition disposition● NeutralMajor
On June 25, 2013 the company bought 100% of the Cree Lake Property Claims (18 exploration claims in Swayze Township, Ontario, about 9,647 acres) from Midnight Capital Corp., paying CAD $200,000 and issuing 1,500,000 shares. It also owes a 1.5% royalty to Mantis Mineral Corp. (half buyable for CAD $1,500,000), the claims carry an existing 1.5% royalty to two individuals on four claims, and a third-party option held by Elcora Resources lets it earn 51%, with later Elcora payments going to the company. This is a second purchase from Midnight Capital, whose owner Scott Keevil held 4,166,667 shares (5.23%) beforehand, so it is again a related-party deal; the filing says the claims have no known mineral reserves.
1 July 2013material agreement● Neutral
This amendment to the June 2013 Midnight Capital filing corrects the description of the six Neville/St. Louis claims from 'patented' to 'staked' exploration claims, and corrects Scott Keevil's holding to 3,666,667 shares (4.63%) from 3,533,334 (4.521%). It also adds a property description: about 2,688.5 acres, 68 claim units, with no known mineral reserves, and the claims remain in good standing until 2014. The deal terms (CDN$1 and 500,000 shares) are unchanged.
6 June 2013capital raising announcement● Neutral
On June 3, 2013 the company bought six claims in Neville and St. Louis townships, Ontario, from Midnight Capital Corp., paying CDN$1 and issuing 500,000 shares. Midnight's president and sole shareholder, Scott Keevil, held about 4.5% of the company's shares beforehand, so the seller is a related party to an existing shareholder. The filing describes the claims as 'patented' (corrected in the amendment filed July 1, 2013).
15 Feb 2013asset acquisition disposition● NeutralMajor
On February 11, 2013 the company bought 100% of the Kenty Property (Mortimer Claims), mining claims in Swayze, Rollo, Denyes, Heenan and Dore townships, Ontario, from Red Pine Exploration Inc. It pays CDN$25,000 after closing, CDN$100,000 and 250,000 shares by March 15, 2013 (with a top-up or cash payment if the shares are worth less than CDN$100,000 on July 15, 2013), plus a 3% net smelter royalty to Red Pine and a 2% royalty to Charlie Mortimer. If the company cannot pay the share repurchase amount when required in certain circumstances, Red Pine can require the properties to be transferred back. This extends the Kenty holdings beyond the October 2012 McClay purchase.
18 Dec 2012asset acquisition disposition● NeutralMajor
On December 13, 2012 the company and 2214098 Ontario Ltd. terminated the December 2010 agreement under which the company bought the property (the Joshua Lake claim, per the earlier context; the filing itself only says 'the Property'). The company returns the property, neither side owes the other further payments, and the filing says there were no penalties. The filing says the company judged it not in its economic interest to continue after evaluating the claims. This ends the remaining instalment, share and royalty obligations on that property.
10 Oct 2012asset acquisition disposition● NeutralMajor
On October 4, 2012 the company bought 100% of the Kenty Gold Property (16 patented claims in Swayze and Dore townships, Ontario) from Brian McClay. It pays CDN$50,000 at closing, then staged cash and share payments through April 4, 2015 (cash instalments of CDN$100,000, $150,000 and four of $300,000, plus 1,700,000 shares in total), with further payments tied to gold reserve and production milestones, a 3% net smelter royalty, and an option to buy out early within one year for CDN$750,000 and 750,000 shares. The filing says the company has so far only made a site visit and that there are no known compliant reserves; this is a new commitment alongside the existing Joshua Lake, Firelake and Elijah obligations.
13 Feb 2012asset acquisition disposition● NeutralMajor
The company acquired a 50% interest in the Elijah Property, four claims in Churchill and Asquith townships, Ontario, from Shining Tree Resources Corp. It will pay CDN $50,000 in four instalments through July 30, 2012, issue 1,000,000 shares by March 30, 2012 (subject to board approval), and spend CDN $200,000 on the property by February 10, 2014. Shining Tree will issue the company 1,000,000 of its own shares once CDN $50,000 of expenditures is completed. The filing describes the property as a grass-roots prospect with no historical work.
22 July 2011business combination● NeutralMajor
This amended report covers events of December 2010. The company agreed to buy the Joshua Lake gold claim (1,549.5 acres, Indin Lake belt, near Yellowknife) from 2214098 Ontario Ltd for CDN $100,000 in instalments through 2015, 1,000,000 shares and royalties of 2% to John Rapski and 1% to 2214098. It also ended its carbon-related license and consulting agreements as of December 23, 2010, citing uncertain North American regulation and economics. Duchesne and Cormier resigned and sold their shares, which the filing says changed control of the company, with Ryan Bignucolo holding 21.87% and Benedetto Fuschino 19.61%. This explains the shift from the carbon business to mineral exploration. The filing text is truncated, so later items (officer appointments and other matters) are not covered.
18 July 2011asset acquisition disposition● NeutralMajor
On June 25, 2011 the company agreed to buy mineral interests in the townships of Eric and Huffman in Ontario from Firelake Resources Inc. It will pay CDN $50,000 in two instalments (January 2012 and January 2013), issue 2,000,000 shares by January 31, 2012, and pay a 2% net smelter royalty once commercial production begins. This adds to the gold exploration direction the company took after leaving the carbon business.
4 Apr 2011auditor change● Neutral
The company dismissed Soberman LLP on March 30, 2011 and hired DNTW Chartered Accountants LLP the same day to audit its financial statements. Soberman had issued no audit report and the filing states there were no disagreements. The filing also says the company is proposed to be renamed Joshua Gold Resources Inc.
26 July 2010auditor change● Neutral
An amendment to the June 2010 auditor disclosure confirming that Soberman LLP of Toronto, engaged June 4, 2010, remains the company's auditor and had not been previously engaged or consulted on accounting questions. It adds required disclosure wording only and does not announce an auditor change.
13 July 2010material agreement● Neutral
An amendment to the July 8 filing that adds the TransCanada Energy consulting agreement itself as an exhibit. The description of the agreement (term to April 30, 2013, $27,000 first advance) is repeated with minor wording changes; no new terms are stated.
8 July 2010material agreement▲ Good
Filed under the company's earlier name, Bio-Carbon Systems International, this 8-K reports a consulting services agreement with TransCanada Energy Ltd effective July 1, 2010, running to April 30, 2013, with services provided as needed. The company received a first advance payment of $27,000 on July 7, 2010 to cover an aerial photography and carbon inventory project on a woodlot in northern Ontario.