Each one in plain English, with the numbers worked through for a shareholder.
9 May 2016bankruptcy or receivership▼ BadMajor
On May 8, 2016 Legend filed a voluntary Chapter 11 bankruptcy petition in Delaware and says it will keep running the business as a debtor-in-possession. The filing links this to a March 29, 2016 demand of AUD$25,027,207.99 from IFFCO and its Dubai subsidiary Kisan International Trading, followed by an IFFCO application to wind Legend up under Australian law, and failed settlement talks. IFFCO was the 2009 strategic investor with a Shareholders Agreement and options, so this is a breakdown of that relationship. The filing does not say what happens to shareholders' stock.
Effective February 18, 2013 the company sold 45,000,000 new shares at US$0.05 each to one accredited investor, raising US$2,250,000, in a private placement. The price is half the US$0.10 paid in the June 2012 placement, so existing holders are diluted more per dollar raised. The filing does not name the investor or state how the money will be used. The attached agreement also contains an inconsistency (its offering clause says US$0.10 while the subscription is at US$0.05).
What it means for a shareholder
45.0m new shares at US$0.050 to raise about US$2.3m. That's 15% dilution: every existing holder's slice gets 15% smaller. If you held US$1,000 of shares (20,000 at the issue price), your slice goes from 0.00803% to 0.0068% of the company. To keep it you'd need 3,614 more shares - about US$181 at the issue price.
6 July 2012capital raising announcement● NeutralMajor
Effective June 29, 2012 the company sold 22,640,725 new shares at US$0.10 each to one accredited investor, raising US$2,264,072.50, in a private placement. This adds new shares for existing holders; the filing does not name the investor or say how the money will be used (the use is in a term sheet not included). Inference: the timing and size are close to Regals Fund's June 2012 rise to 18.80%, but the filing does not link them.
What it means for a shareholder
22.6m new shares at US$0.100 to raise about US$2.3m. That's 8.3% dilution: every existing holder's slice gets 8.3% smaller. If you held US$1,000 of shares (10,000 at the issue price), your slice goes from 0.00402% to 0.00368% of the company. To keep it you'd need 909 more shares - about US$91 at the issue price.
Effective February 7, 2012 the company agreed to transfer its phosphate tenements and related rights into a new wholly-owned subsidiary, Paradise Phosphate Pty Ltd, as required for up to $7.5 million of convertible notes from two Australian investment funds. The notes are due in 12 months at a nominal 15% interest and are secured by mortgages and charges over the two mining leases (ML 90190 and ML 90191), Paradise's assets and the Paradise shares. They convert into Paradise shares if Paradise lists on the ASX after raising about $20-30 million within 12 months; otherwise, or on a sale of the assets or of Paradise shares, the lenders are to be paid out. The filing says Legend's other assets are not available to the lenders. This is the first financing in the record, and it comes without the Wengfu or Nomura partnership flagged in 2010-11.
On April 12, 2011 Queensland approved the grant of the Paradise North mining lease ML90191, which was awaiting grant. The filing says it is the second mining lease for the project after D-Tree North's ML90190 (granted August 2010), and that Paradise North will be the first mining site. This resolves the open thread on mining lease grants.
On April 8, 2011 the company reported results of the expanded Wengfu feasibility study (1.2 million tonnes a year of MAP/DAP), with pre-tax NPV of US$4.8 billion, pre-tax IRR of 27.9% and development capital of US$1,775 million. This is the expansion study that was due by end of Q3 2010. The base case NPV rose from US$1.5 billion to US$2.2 billion on higher CRU price forecasts. The company says a process run by Nomura has a shortlist of interested parties doing due diligence, and it expects to partner with a major fertilizer company 'in the coming months'; no partner or terms are named, and Wengfu's equity role is not mentioned.
On February 24, 2011 the company reported its first SEC-standard reserve estimate, for Paradise South: 196.1 million tonnes of as-mined ore at 14.6% P2O5, and 55.5 million tonnes of recoverable phosphate rock concentrate at 33% P2O5. At 600,000 tonnes of DAP a year, the company says this supports about 59 years of operation, or 29 years at double the rate. This converts part of the earlier resource estimates into reserves, as the July 2010 study said would happen. The filing also says current DAP spot prices are above the US$445 per tonne long-term price assumed in the feasibility study.
On July 23, 2010 the company released the economics from the Wengfu feasibility study of the Paradise phosphate project, the study flagged in the March, May and June 2010 updates. The base case (600ktpa DAP/MAP, 15ktpa aluminium fluoride) shows US$11.0 billion revenue over 30 years, a pre-tax NPV of US$1.5 billion, a pre-tax IRR of 25.5%, and development capital of US$808 million with a 5-year payback. Wengfu will settle its equity role and help with financing after the expansion study due end of Q3 2010, and the company says other fertilizer companies have also approached it about investment; no financing is agreed. The resources used (81 Mt at 18.1% P2O5) are not SEC-defined reserves, and the filing says reserves are to be estimated later in 2010.
On June 30, 2010 the company announced the Wengfu feasibility study was completed on time and on budget, concluding the project is 'positive and robust' against several fertilizer market scenarios. It covers a 600ktpa sulfuric acid plant, 300ktpa P2O5 phosphoric acid plant, 600ktpa DAP/MAP plant and 15ktpa aluminum fluoride plant, fed first by Paradise North ore and then a Paradise South beneficiation plant. No economics are given yet: details are promised July 23, 2010 with a New York meeting on July 26, and a second study on a 900ktpa P2O5 expansion is due end of Q3 2010. This delivers the study flagged in March and May.
On May 10, 2010 the company reported a first inferred JORC resource for part of Paradise South (formerly Lady Annie) of 72 Mt at 17% P2O5, about 80% above the historical tonnage for that area (company was targeting around 40 Mt). It also signed non-binding MoUs with Mt Isa Mines (Xstrata) on sulphuric acid supply and with Coogee Chemicals on a possible sulphuric acid and storage joint venture, and signed native title and access agreements for the D-Tree North and Paradise North mining leases, now passed to Queensland for granting. The Wengfu feasibility study is said to be on track for completion in June. The filing notes inferred resources are highly uncertain and are not SEC reserves.
On March 16, 2010 the company reported progress on its Queensland phosphate project. Wengfu (Group) Co. Ltd, a Chinese fertilizer producer allied with Legend since November 2009, gave positive initial findings, and the company will become an equity partner after a positive feasibility study (due Q2 2010). Wengfu recommended deferring the decision to mine and ship direct shipping ore until that study is done, so the Q4 2009 DSO start flagged earlier has not happened and the timeline will be reissued. The filing also gives a first Paradise North resource estimate of 7.3 Mt at 28.1% P2O5 for the drilled central core, and says land of over 740 acres has been reserved near Mt Isa for a phosphoric acid plant. It restates the intent to spin out the diamond, gold and base metal interests to shareholders pro rata, leaving a pure phosphate company; no terms are given. IFFCO is described as still willing to take rock and fertiliser products.
On September 24, 2009 the company reported first drill results from Paradise North (formerly Lady Jane): results for 45 of 108 holes, 33 with intercepts above 10% P2O5, and several thick (~7m) intercepts above 30% P2O5 under about 12m of overburden. It says the Paradise North mining lease application (MLA 90191) got a 'No-EIS' decision, a pilot beneficiation plant started operating, and Ausenco Minerals was awarded a bankable feasibility study for a 1 Mtpa beneficiation plant. The filing says Paradise North should now be the priority for direct shipping ore, a change from the D-Tree-first plan with Q4 2009 production told earlier, and that this also affects the DSO timeline (the text is truncated, so the new timeline is not shown). A resource estimate is promised by end of 2009, and the filing says the historical estimate is not an SEC-defined reserve. Paradise South was granted August 28, 2009 and drilling there is planned from October 2009.
On May 14, 2009 the company announced a first inferred JORC resource at D-Tree of 135 Mt at 13.8% P2O5, bringing the combined D-Tree and D-Tree West total to 305 Mt at 15% P2O5. It says its D-Tree direct shipping ore project is on schedule to start production in Q4 2009, with forecast operating cost of A$100-125 per tonne FOB Townsville and capital cost of A$10-15 million. This delivers the resource estimate promised in February, though the filing warns inferred resources are highly uncertain and are not SEC reserves.
On February 25, 2009 the company reported drilling results at its D-Tree phosphate project: results back for 470 of 476 holes, with over 250 holes showing intercepts above 8% P2O5. A formal JORC-standard resource estimate is promised by the end of March 2009. The filing states the historical estimate is not an SEC-defined reserve, and that Legend holds 80% of the D-Tree tenements under a heads of agreement with Mt Isa Metals Ltd. It also expects permits for the Lady Annie project in the third quarter of 2009. This follows up the D-Tree purchase and the phosphate push.
16 July 2008capital raising announcement▲ GoodMajor
On July 14, 2008 the company gave India's IFFCO options over 30 million shares (5m at $2.50 expiring in 60 days, 8m at $3.00, 8m at $3.50, 9m at $4.00), worth $100.5 million if all exercised. The parties also agreed principles for a long-term deal for IFFCO to take 4 million tonnes of phosphate rock a year at a discount of at least 5% to a benchmark price, to be negotiated within 9 months of closing and not binding if not signed within 24 months. Separately IFFCO bought 15 million shares from a Joseph Gutnick affiliate at $1.87; the board is to grow from two to six members with two IFFCO nominees, and some material actions will need unanimous board approval. Exercise of the options would dilute holders, and IFFCO becomes a major shareholder with board influence.
What it means for a shareholder
30.0m new shares at $2.50 to raise about $101m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
5 June 2008capital raising announcement▲ GoodMajor
The private placement closed on June 3-4, 2008, upsized by US$5 million: 42 million shares were issued at US$2.50 for US$105 million, and agents received 840,000 warrants at US$2.50 exercisable to June 3, 2010. Proceeds are for the Queensland phosphate projects and working capital; the company will register the shares and warrant shares, and has applied to list on the American Stock Exchange. This completes the raise announced on May 22, and adds to the share count.
What it means for a shareholder
42.0m new shares at US$2.50 to raise about US$105m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
27 May 2008capital raising announcement▲ GoodMajor
On May 22, 2008 the company announced an agreement to raise US$100 million by issuing 40 million shares at US$2.50 each, in a private placement led by BMO Capital Markets with 25 institutional investors. The money is for the Georgina Basin phosphate projects in Queensland, and the company will register the shares for resale. This is far above the US$0.80 paid by Atticus in December 2007 and will add many new shares, diluting existing holders.
What it means for a shareholder
40.0m new shares at US$2.50 to raise about US$100m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
On December 28, 2007 the board agreed to issue 4,787,500 options at US$1.00 under the 2006 Incentive Option Plan to directors, officers and consultants, vesting one-third each after 12, 24 and 36 months. Named recipients are Peter Lee (1,000,000), Craig Michael (1,250,000) and Mordechai Gutnick (2,000,000). This adds potential new shares for existing holders.
On December 7, 2007 the company signed a heads of agreement with King Eagle Resources Pty Limited letting it earn an 80% interest in phosphate on three Queensland tenement blocks (Quita Creek, Highland Plains, Lily and Sherrin Creek) by spending $3 million on exploration over five years, with at least $200,000 in year 1 before any withdrawal. Legend gets no rights to other minerals, and the press release cites historical, not verified, estimates of 1,463 million tonnes at 16.0% P2O5 across all its phosphate holdings. This extends the phosphate push in the Georgina Basin.
28 Dec 2007capital raising announcement▲ GoodMajor
The company reported agreements to acquire phosphate project areas in Queensland's Georgina Basin: Lady Annie, Lady Jane and Thorntonia from Iron Duyfken Pty Ltd (A$500,000 plus 500,000 shares, effective November 2, 2007) and D-Tree from Ansett Resources & Industries Pty Ltd (A$300,000, effective November 7, 2007). Under the Iron Duyfken deal the permits are applications held in trust for Legend, and Iron Duyfken keeps the uranium rights. It also reported small share issues: 75,000 shares on a cashless exercise of 90,000 options and 104,000 shares for investor relations and consulting. This adds a phosphate business alongside the diamond and uranium work and is the use the December US$15m raise was earmarked for.
19 Dec 2007capital raising announcement▲ GoodMajor
The company sold 18,750,000 new shares at US$0.80 each to funds managed by Atticus Capital, raising US$15,000,000 in a private placement effective December 12, 2007, and agreed to register the shares for resale. The press release says the money is to fund a pre-feasibility study on historic phosphate deposits at D Tree, Lady Annie, Lady Jane and Thorntonia in Queensland. This is far above the earlier US$0.25 placements and adds to the share count, diluting existing holders.
What it means for a shareholder
18.8m new shares at US$0.800 to raise about US$15.0m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
In a preliminary information statement, the company said holders of 53.2% of its shares (Renika and Chabad House of Caulfield, tied to the Gutnick family) approved by written consent on August 31, 2007 raising authorized common stock from 200 million to 300 million shares. With 157,289,825 shares and 10,548,630 options outstanding, 32,161,545 shares were left to issue; the filing says the company is investigating capital raising and that new issues could dilute existing holders. No shareholder vote is sought. This follows the 200 million authorization approved in November 2006.
14 May 2007capital raising announcement▲ GoodMajor
The company issued 18,470,000 more restricted shares raising US$4,117,500 and says it has closed its US$0.25 private placements. It plans to file a Form SB-2 within 45 days to register shares, and announced an intention to spin off its uranium exploration interests into a new public company, with shares distributed to existing Legend holders as a dividend once an SEC registration is effective. No record date or terms are given yet; this follows the Selby uranium anomalies reported in March.
The company issued a further 3,700,000 restricted shares raising US$925,000, additional to the placements reported earlier the same day, for diamond exploration and working capital. The price works out to US$0.25 a share (inference).
28 Mar 2007capital raising announcement▲ GoodMajor
From December 31, 2006 to March 28, 2007 the company issued 5,315,624 restricted shares raising US$1,328,906 (about US$0.25 each, inference from the amounts) for exploration and working capital, and about 41,934,337 bonus shares were issued for the second one-for-two bonus. It also reports drilling and sampling in Abner Range, and says a review of old reports found radioactive phosphate and uranium anomalies at Selby (past assays 250 to 532 ppm uranium); further work is planned, but these are historical results, not new findings.
13 Dec 2006capital raising announcement▲ GoodMajor
Placements at US$0.50 total 5,201,657 shares raising US$2,600,828, all received. About 27,574,721 bonus shares were issued on November 17, 2006, leaving roughly 82,724,163 shares outstanding, and 400,000 more options at US$2.25 were agreed. Stockholders approved the increase in authorized shares to 200 million, and a second one-for-two bonus issue is set for a December 31, 2006 record date, taking the total to about 124,086,244. Drilling is also due to start at the Glyde River project (next to the Merlin diamond mine) and Abner Range.
The company closed a further private placement of 1,000,000 shares at US$0.50, raising US$500,000 for working capital, effective October 9, 2006. This is on top of the completed US$2,000,000 placement and adds to the share count.
What it means for a shareholder
1.0m new shares at US$0.500 to raise about US$500,000. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
A preliminary proxy statement calls the annual meeting for November 17, 2006, asking holders to re-elect Joseph Gutnick and David Tyrwhitt as directors, raise authorized shares from 100 million to 200 million, and approve the 2006 Equity Incentive Plan. It states 53,947,785 shares were outstanding on October 5, 2006. This is the approval step for the capital increase and further bonus issue announced in September.
The company completed the US$2,000,000 placement (4,000,000 shares at US$0.50) on September 18, 2006, resolving the delays; about US$1.2m had already been received and used to complete the Astro tenement purchase, with the rest for diamond exploration and working capital. It also adopted a 2006 stock option plan and granted options (Gutnick 1,000,000 at US$2.25; Peter Lee 700,000, half at US$1.00 and half at US$2.25), and announced a one-for-two bonus share issue (record date November 17, 2006) plus a plan to double authorized shares to 200 million and make another one-for-two bonus issue. Bonus issues give existing holders more shares but are not described as adding value; the option grants add potential dilution (inference).
Settlement of the same 4,000,000-share, US$2,000,000 placement at US$0.50 has been extended a second time, now to September 15, 2006. No reason is given in the filing; the money is still not reported as fully received.
