Lincoln Mining Corporation, the successor, filed to end its US reporting duties as a foreign private issuer. It says it acquired all shares of Lincoln Gold on about August 18, 2009 through a plan of arrangement under British Columbia law, with Lincoln Gold shareholders receiving its shares, and that the shares have been listed on the TSX Venture Exchange since May 15, 2007 with no US trading volume in the past year. Shareholders keep their shares, now in the successor, which will publish information on SEDAR instead of filing with the SEC. This shows the Nevada-to-Canada continuation was replaced by a different route (a plan of arrangement) and a new company name.
Lincoln Gold announced it is completing a non-brokered private placement of 2,500,000 units at US$0.20 per unit for US$500,000, double the US$0.10 price of the May and August 2007 placements. The filing does not say what the units include or what the money is for, and says the company has not yet decided whether it qualifies as a foreign private issuer.
What it means for a shareholder
2.5m new shares at US$0.200 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.
Lincoln Gold dismissed its auditor Manning Elliott LLP effective November 15, 2007 and hired Davidson & Company LLP, with board approval. The filing states Manning Elliott's report on the 2006 and 2005 accounts had no adverse opinion but did carry a going-concern doubt, and that there were no disagreements with the auditor.
Lincoln Gold filed a short registration statement adding 4,250,000 shares to the continuation registration, and states the original registration was declared effective by the SEC on October 19, 2007. It reports 51,391,666 shares outstanding as of October 12, 2007, up from 47,141,666, which matches the 4,250,000 units issued in the August 2007 placement (an inference from the matching numbers). The continuation vote itself is not yet reported as held.
Lincoln Gold filed Amendment No. 2 to its Nevada-to-Canada continuation registration statement solely to add the audited financial statements for the year ended December 31, 2006, the unaudited statements for the period ended June 30, 2007, and the form of by-laws, which were left out of Amendment No. 1. The filing says there are no other changes, so the one-for-one share exchange of 47,141,666 shares and the blank meeting date are unchanged and the vote is still pending.
Lincoln Gold filed Amendment No. 1 to its Nevada-to-Canada continuation registration statement, with the same one-for-one share exchange and the meeting date still blank. The property list now shows four groups (Hannah, JDS, Pine Grove in Yerington, Nevada, and La Bufa in Mexico), where the original filing showed three, so Pine Grove is newly listed; the filing excerpt does not explain how it was acquired.
Lincoln Gold filed a registration statement and proxy to ask shareholders to vote on moving its incorporation from Nevada to Canada (under the Canada Business Corporations Act), with shares exchanged one-for-one for the 47,141,666 outstanding as of August 15, 2007. The filing says operations will not be materially affected, officers and directors holding about 19.5% intend to vote in favour, and dissenters' appraisal rights are not available; it names the TSX Venture Exchange as the proposed trading market. Meeting date is blank, so this is a proposal, not yet approved.
Lincoln Gold closed another private placement on August 23, 2007: 4,250,000 units at US$0.10 to 16 investors for US$425,000 (2,700,000 units for $270,000 under Regulation S and 1,550,000 units for $155,000 under Regulation D), with no commissions. Each unit carries a two-year warrant at US$0.15, adding to dilution at the same price as the May 2007 raise.
What it means for a shareholder
4.3m new shares at US$0.100 to raise about US$425,000. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
Lincoln Gold completed a private placement on May 14, 2007 of 3,275,000 units at US$0.10 each with 25 investors, raising US$327,500 (commissions of $19,425). Each unit has one share and a warrant to buy another share at US$0.15 within two years, so existing shareholders are diluted; this is far below the $0.30 per unit price of the 2004-2005 financings.
What it means for a shareholder
3.3m new shares at US$0.100 to raise about US$327,500. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
Lincoln Gold signed an option agreement with Almaden Minerals on April 12, 2007 to earn a 60% interest in the La Bufa Property in Chihuahua, Mexico, by spending US$3,500,000 on work over four years (US$500,000 in year one is a firm commitment) and issuing 1,550,000 shares to Almaden; 150,000 shares have already been issued. It replaces the August 8, 2005 letter of intent (51% for US$2.0 million over 4 years, under which 130,000 shares were issued), and Lincoln can terminate on 30 days' notice.
The company dismissed Amisano Hanson and hired Manning Elliott as its auditor, effective May 4, 2005, with board approval. This is the second auditor change in three months, after DeMello & Company was replaced in February 2005. Amisano Hanson's April 14, 2005 report on 2004 had no adverse opinion, and the filing states there were no disagreements.
16 Mar 2005capital raising announcement● NeutralMajor
The company raised a second round on March 10, 2005, selling 3,158,000 units at $0.30 for $947,400 to 53 investors, on the same terms as the December 2004 units (warrant at $0.40 in year one, $0.50 in year two). It paid commissions of $38,010 on the Regulation S part and $4,200 on the Regulation D part, and agreed to file a resale registration statement within 120 days. This adds further shares and warrants for existing holders.
What it means for a shareholder
3.2m new shares at US$0.300 to raise about US$947,400. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
The company dismissed its auditor DeMello & Company and hired Amisano Hanson, effective February 14, 2005, with board approval. DeMello's report on 2003 and 2002 had no adverse opinion, and the filing states there were no disagreements.
27 Dec 2004capital raising announcement● NeutralMajor
The company sold 2,300,000 units at $0.30 each for $690,000 in total to five investors, completed December 20, 2004. Each unit has one share and one warrant to buy another share at $0.40 in the first year or $0.50 in the second year. It must file a registration statement for resale of the shares by April 19, 2005, and existing shareholders face dilution from the new shares and any warrant exercises (an inference).
What it means for a shareholder
2.3m new shares at US$0.300 to raise about US$690,000. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
The company reports that the acquisition closed March 26, 2004, and that Chapman and Currie joined the board and Bell, Wilson and Bailey resigned on April 12, 2004. The merger of Lincoln Gold into the company was completed effective April 6, 2004 and the company was renamed Lincoln Gold Corporation, resolving the planned steps from the prior notice. Shares outstanding remain 35,400,000, with former Lincoln Gold holders at about 67.8%.
The information statement says the Lincoln Gold Corp. acquisition closed on March 26, 2004, with 24,000,000 shares issued so that 35,400,000 are outstanding and former Lincoln Gold holders own about 67.8%. Paul Saxton became president and Andrew Milligan chairman; James Chapman and James Currie were expected to join the board and the three prior directors (Bell, Wilson, Bailey) to resign. The board also approved merging Lincoln Gold into the company and renaming it Lincoln Gold Corporation, with no shareholder vote required. This confirms the earlier proposed deal; the option payment terms are now described as over nine years rather than six.
16 Mar 2004farm in farm out agreement● NeutralMajor
Braden Technologies Inc. (the company, later renamed Lincoln Gold Corporation) agreed on March 15, 2004 to buy all 2,400,000 shares of Lincoln Gold Corp., a Nevada exploration company formed September 25, 2003, by issuing 24,000,000 of its own shares (ten for one). Closing was set for March 26, 2004 and depended on audited financials, with no assurance it would complete. If it closed, Lincoln Gold's former holders would own 67.8% of 35,400,000 shares, which the filing says would be a change of control; a $200,000 convertible note would also convert into 5,000,000 shares at $0.04. Lincoln Gold's assets were option rights on the Hannah and Lincoln Flat projects in Nevada (each $210,000 of cash payments over six years, plus a royalty) and 32 staked claims; the filing says no exploration had been done and the company lacked financing for it.
