Each one in plain English, with the numbers worked through for a shareholder.
16 Apr 2010material agreement▼ BadMajor
On April 12, 2010 KAL, Thatcher, PT Kubar and Kangaroo Resources (KRL) replaced the September 2009 $5 million exit deal with a new Cooperation Agreement. KRL pays KAL $850,000 and assigns KAL an 8% free-carried economic interest in Graha (GPK), and gets a call option, exercisable 12 months from the agreement, to buy KAL's interest for another $4 million. KAL also releases and indemnifies the other parties over existing agreements. The filing says the original release was dropped because of unavailable parties, administrative difficulty and deteriorating understanding, and that KRL had been delaying payments over doubts about the signatories. KAL keeps a reduced stake rather than receiving the full $5 million.
1 Oct 2009asset acquisition disposition● NeutralMajor
On September 29, 2009 KAL and Thatcher agreed to give up all claims to the Graha (GPK) coal concession, ending the January 2007 agreement that gave them its economic rights, in exchange for US$5,000,000 from Kangaroo Resources Ltd (KRL), payable as $100,000, $2.4 million and $2.5 million over about 60 days (extendable for penalty fees). KAL cites funding shortages, legal costs and uncertainties such as third-party claims and a delayed licence extension, and plans to use the proceeds to pay some debts and pursue other opportunities. This would end the Graha project that the company had been developing, and a sale would trigger repayment of the HH&P loan under its terms (inference).
Starting July 13, 2009, KAL privately placed 3.5 million shares at $0.02 each for gross proceeds of $70,000. This is another small raise that adds shares, though at double the $0.01 price of the February 2009 placements. The filing does not say how the money will be used; the attached subscription form mentions working capital and paying down debt.
On April 14, 2009 KAL's subsidiary PT Kubar Resources borrowed $400,000 from its former Indonesian law firm Hadiputranto, Hadinoto & Partners (HH&P), guaranteed by KAL, at 5% interest. In a separate settlement, about $134,000 of legal fees owed to HH&P is deferred and released claims against the firm. The loan and fees fall due within five days of KAL raising $4,000,000 in funding or selling any interest in an Indonesian mining project. This is KAL's first disclosed debt facility, and it creates a repayment trigger tied to any sale of its mining interests.
Starting February 24, 2009, KAL privately placed a total of 24 million shares at $0.01 each, with chairman and CEO William Bloking taking $140,000 worth and another investor the rest, for $240,000 gross. On February 27 it also settled about $265,000 of debts owed to a group of individuals, including $156,000 to Bloking and $60,000 to Andrew Caminschi (described as CFO), by issuing about 22.1 million shares at $0.012. Together this issues roughly 46 million new shares at very low prices, which dilutes existing holders. It follows the $60,000 Bloking purchase in February; the subscription form says proceeds are for working capital and paying down debt.
24 Feb 2009material agreement termination▼ BadMajor
On February 24, 2009 Indo decided not to proceed from the January letter of intent to a final joint venture, which ended the LOI. Indo paid a total of $25,000 and earned no interest in KAL's projects. Indo cited technical compliance issues with the Graha licences that it believed might not be resolved in time; KAL management disagrees and says it is now pursuing alternate strategic relationships. This ends the proposed 70/30 deal and the US$1.3 million payment plan.
On February 2, 2009 the company sold 6,000,000 shares at $0.01 each, for $60,000, to its chairman and CEO William Bloking in a private deal. The proceeds are for general working purposes. The price is far below the $0.15 of the 2008 placements, so the issue adds shares at a very low price (inference from the figures).
What it means for a shareholder
6.0m new shares at US$0.010 to raise about US$60,000. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
On January 20, 2009 the company and Thatcher Mining signed a non-final letter of intent with Indo Mines and Indo Energy for a joint venture on the Graha concession, with Indo at 70% and KAL at 30%. Indo would pay all exploration, feasibility and development costs until a decision to mine, and pay KAL US$1.3 million in total, but only if due diligence is satisfactorily completed. This is a new proposed partner and is not yet a binding joint venture.
A new resource statement (announced December 1, 2008) for the Graha concession (Block 24) raises the estimated coal resource to 248 million tonnes from 204 million. 141 million tonnes are now rated indicated and 107 million tonnes inferred. Resources are not reserves; the company plans Phase II drilling once it gets its exploration licence extension and a Forestry Department permit, and aims to apply for an exploitation licence by year-end, hoping to receive it by end of May 2009. The company address is now Jakarta.
