Each one in plain English, with the numbers worked through for a shareholder.
24 Aug 2017capital raising announcement▼ BadMajor
Settled the $708,000 note secured on the Alta Disposal subsidiary by issuing 70 million new Class C preferred shares carrying enhanced voting rights. The last substantive financing event of the company's life handed voting control to a creditor in place of a debt it could not pay; nine months later the filings stopped altogether.
Revealed how deep the hole was: $2.42 million owed to Blue Citi and $1.67 million to Concord on notes issued since 2014. Neither would be repaid - both simply agreed to stop enforcing, in exchange for $800,000 of warrants struck at a quarter and a third of a cent and a cut in their conversion discount from 50% to 25%. The company was being kept nominally alive by lenders choosing not to foreclose.
Signed six more convertible notes in eight weeks with JDF Capital and a new lender, Concord Holding Group - roughly $400,000 of cash for about $445,000 of face value, every one convertible at half the lowest price of the previous twenty days and one capped at half a cent a share. That price cap is the clearest statement of what the stock was then worth.
Settled a lawsuit by handing over 90 million shares. Union Capital, one of the eleven lenders from 2014, had sued after the anti-dilution ratchet cut its warrant price from 53 cents to five hundredths of a cent and the company refused to deliver the 24.6 million shares it claimed; the settlement cost nearly four times that. The same filing disclosed the company's own suit against PetroChase and Stephen Moore, who took $250,000 from subsidiary Black Box Energy in 2016 for a working interest in Pennsylvania wells that were never drilled.
JDF converted 227,700 preferred shares into 10.7 million common shares at 2.125 cents in a single day. Since January the Series B preferred alone had produced well over 50 million new shares.
JDF took another 7 million shares for 149,800 preferred at 2.14 cents - by now a monthly routine.
What it means for a shareholder
7.0m new shares at $0.0214 to raise about $149,800. That's 3.8% dilution: every existing holder's slice gets 3.8% smaller. If you held $1,000 of shares (46,729 at the issue price), your slice goes from 0.0264% to 0.0254% of the company. To keep it you'd need 1,846 more shares - about $40 at the issue price.
A fourth name, Blue Hill Associates, converted 50,000 preferred shares into 3.1 million common shares at 1.6 cents and immediately sold the entitlement on to Blue Citi. Roughly 29 million new shares went out in six weeks to four different holders of the same restructured debt.
A third holder, Inlight, converted 95,984 Series B preferred shares into 6 million common shares at 1.6 cents. The preferred stock issued to JDF in January was being parcelled out to a widening circle of converters.
The Series B preferred started converting almost immediately, and not by JDF: Blue Citi took 80,000 of the preferred shares and turned them into 5 million common shares at 1.6 cents across two notices in a fortnight. What had been described as retiring debt was simply the same claim arriving as stock, in someone else's hands.
Blue Citi converted the last $26,100 of the loan it had bought from JDF into 1.6 million shares at 1.63 cents. In six weeks that single $150,000 slice of debt had turned into 4.6 million new shares.
The dilution spiral became visible: JDF sold $150,000 of its loan on to Blue Citi, which converted just $48,900 of it into 3 million shares at 1.63 cents apiece. The company's debt was now being traded between lenders and turned into stock at prices that made the share count almost meaningless.
Closed the loop on the chief executive's share swap: the 20 million preferred shares agreed in October 2012 were issued and immediately converted straight back into 20 million common shares, leaving Alexander Walsh exactly where he started a year earlier.
Took another $500,000 facility from JDF Capital, of which $250,000 was funded against a note of $306,250 that had eighteen months of 15% interest baked in up front, plus 3.1 million warrants struck at 7 cents. The warrant price tells the story on its own: 18.5 cents in February, 7 cents by September.
Settled a land bill in stock: unable to pay the C$100,000 due on the Valleyview permits in January, the company had turned C$80,000 of it into a note, and the vendor Golden Virtue Resources now converted the balance into 954,461 shares at 8.25 cents. Two years after selling stock at $5.25, the company was issuing it at a sixtieth of that price to cover a routine option payment.
29 Oct 2012capital raising announcement● NeutralMajor
Chief executive Alexander Walsh exchanged 20 million of his common shares for 20 million new Series A preferred shares that convert back one-for-one after a year and carry no other rights. Nothing changed economically for him, but 20 million shares came off the common count at exactly the moment a lender was converting debt into stock at a floating discount.
Closed the $1.5 million debenture on worse terms than announced: the warrant price was cut from $0.69 to $0.45 and, critically, conversion became the lower of $0.45 or 65% of the lowest share price in the previous twenty trading days. That floating discount means the cheaper the stock gets the more shares the lender receives - the mechanism that drove the relentless dilution of the following four years.
The second half of the June convertible debenture arrived: $500,000 on the same 12% terms, convertible at $0.83, with a further 602,410 warrants at $0.913.
Switched from selling shares to borrowing: a single investor agreed to buy $1.5 million of convertible debentures at 12% interest, with the first $1 million funded, convertible into stock at $0.83 a share plus warrants at $0.913. The company had sold shares at $5.25 six weeks earlier, so the lender was effectively promised stock at a sixth of that price - the first link in a chain of convertible notes that ran for the rest of the company's life.
Closed out the British Columbia claims for good: the Beeston option was terminated in March 2011 and Beeston's claims against the company - unpaid maintenance fees and the loss of four of the eight claims - were settled for C$54,624 and 200,000 shares. The 2009 project ended with the company having done no exploration and having lost half the ground.
Raised $1 million from a single offshore investor at $5.25 a share - more than five times the $1.00 it charged four months earlier, and the peak valuation of the company's life.
Issued 2 million shares to sole officer and director Alexander Walsh for services, plus 450,000 each to incoming directors Jonathan Jazwinski and Brandon Colker vesting over three years. At the $5.25 the company had just sold stock for, Walsh's block alone was worth about ten times all the cash raised to date.
Raised $250,000 by selling 250,000 shares at $1.00 each to two offshore investors - the first money in under the new lithium story, and the highest share price the company would ever sell stock at.
What it means for a shareholder
250,000 new shares at $1.00 to raise about $250,000. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.