Each one in plain English, with the numbers worked through for a shareholder.
13 June 2008asset acquisition disposition● NeutralMajor
On May 28, 2008 the company agreed to sell its 90% of Yunnan Long Teng Mining (the Huidong gold property, Sichuan) to Lai Jinzang for a total of 21,000,000 yuan in four payments: 7,000,000 yuan (about US$1,000,000) already received, 7,000,000 on license renewal, 4,900,000 on transfer of Magnus's 90%, and 2,100,000 when Team 209's remaining 10% is transferred. It keeps a 3% net smelter royalty, and must return all payments within a month if the license is not renewed. This reverses the May 2007 plan to take Longteng to 100%, and Longteng was the main China asset left listed in the context; the company's address is now Vancouver.
On November 14, 2007 FINRA told the company its shares will be removed from the OTC bulletin board for one year from November 26, 2007, because it was late with its reports three times in the past 24 months. The company has asked for a hearing to appeal and its shares stay quoted until FINRA decides. This follows the late annual report notice (Oct 2006) and late quarterly report notice (Mar 2007); if the appeal fails, shareholders would lose their quotation venue for a year.
This third amendment to the May 1, 2007 African Mineral Fields (AMF) report repeats the audited statements to July 31, 2006, unaudited statements to April 30, 2007 and pro forma figures, and keeps the Series B preferred count at 200,000 (as in Amendment 2, versus 2 million in the original and Amendment 1). The conversion terms are unchanged: 1-for-10, and none until at least 250,000 gold ounces are developed on the four Uganda projects. The filing does not explain the count change; the 200,000 figure now appears in two consecutive amendments.
This second amendment to the May 1, 2007 African Mineral Fields report repeats the same financial statements and deal terms, with one change: the Series B preferred shares AMF holders are to receive are now stated as 200,000, not 2 million as in the original and first amendment. The filing does not explain the change, and the conversion terms are otherwise unchanged. Pro forma balance sheet for July 31, 2006 is no longer listed.
On August 28, 2007 the company closed a second tranche of its $0.40 private placement, issuing 362,500 units to 3 investors for $145,000 (each with a half-warrant at $0.80 to August 28, 2009), plus 25,000 shares as a finder's fee to a Swiss entity. This continues the May 2007 placement; the new shares dilute existing holders, and the amount is small compared with the first tranche of $1,900,000.
11 July 2007asset acquisition disposition● Neutral
This amendment to the May 1, 2007 African Mineral Fields (AMF) purchase report adds AMF's audited financials to July 31, 2006, unaudited figures to April 30, 2007, and pro forma figures. The audited statements show AMF began January 17, 2006, had total assets of $56,894 (cash $36,894) at July 31, 2006, and carried a going-concern warning from its auditor. The deal terms are repeated, still describing 2 million Series B preferred shares.
On May 12, 2007 the company agreed with its partner Team 209 to take the remaining 10% of Longteng (the Huidong property) in exchange for handing its 90% of Yunnan Western Mining (the Mangshi property) to Team 209, plus 1 million RMB (about US$130,000). It must also pay Team 209 staff wages, severance and debts, settle Western's debts, and issue the 75,000 shares owed for the Mangshi permits. This ends the Mangshi gold project that earlier filings treated as pending, while giving the company full ownership of Longteng once government approvals come through.
10 May 2007asset acquisition disposition● NeutralMajor
Effective May 1, 2007 the company closed a deal, through its subsidiary Magnus International Holdings (BVI), to buy all of African Mineral Fields Inc. (AMF), which holds an exclusive option on four gold projects in Uganda (Mitoma, Mwerusandu, Mubende, Lugazi). AMF's shareholders received 6 million common shares and are to receive 2 million non-voting Series B preferred shares, which convert to common (1 for 10) only as gold resources are declared, starting once at least 250,000 ounces are developed. Separately, the company sold 4,750,000 units at $0.40 for $1,900,000 (each with a half-warrant at $0.80 to May 3, 2009) and paid a $190,000 finder's fee; the new shares dilute existing holders. This is a new Africa direction after the China-focused projects; AMF financial statements were promised within 71 days.
On June 8, 2006 the company issued 657,263 shares to 15 investors on warrant exercises at $1.225 for $805,147.20, with each holder also getting a piggyback warrant. The new shares dilute existing holders; proceeds go to exploration, salaries, administration, working capital and property payments.
The company dropped the Henan titanium option (signed March 23-24, 2006) after due diligence: a Watts, Griffis and McOuat report raised concerns about very fine rutile grain size, high stripping ratio and dilution, so the board decided not to pursue it. On April 20, 2006 it instead agreed to buy 100% of a gold exploration license at Manzhanggang, Xinghai County, Qinghai, from the Qinghai Provincial Nuclear Industry Geologic Bureau for 3,200,000 RMB (about US$400,000): a 33.36 sq km license plus help acquiring about 17 sq km more, held through a to-be-formed subsidiary, Qinghai Minerals Inc. It also reported share issues from warrant and option exercises and a placement of 668,248 units at $1.60 for $1,069,196.80 (half-warrants at US$2.40 to April 19, 2008), which dilute existing holders.
What it means for a shareholder
668,248 new shares at $1.60 to raise about $1.1m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
On March 23, 2006 the company signed a term sheet with Sinoglobe Worldwide for an option to buy 30% of the Tietonggou-Chongyanggou rutile (titanium) property in Henan province, China, for US$2,000,000 (refundable if it did not proceed), 5,000,000 company shares, and a share of exploration costs. It had a 90-day due diligence period and could walk away with refunds; this is a new direction away from its Yunnan and Sichuan gold projects.
In March 2006 the company issued 209,000 shares ($224,075) and 33,000 shares ($39,600) on warrant exercises, and on March 20 closed a second tranche of 1,087,000 units at $1.25 for $1,358,750 (each with a half-warrant at US$2.00 to March 20, 2008). Warrant exercisers also received piggyback warrants; the new shares dilute existing holders, and proceeds go to exploration, salaries, administration, working capital and property payments.
What it means for a shareholder
1.1m new shares at $1.25 to raise about $1.4m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
In January 2006 the company raised money in two ways: President Graham Taylor exercised 800,000 options at $0.50 for $400,000, and on January 17 it issued 624,500 units at $1.25 to 40 investors for $780,625 (each unit one share plus a half-warrant at US$2.00 to January 17, 2008). It also issued 100,000 Series A preferred shares to Taylor for $100; they have no dividends or liquidation rights but carry 1,000 votes each, i.e. 100,000,000 votes, which gives Taylor voting control that shareholders should note (inference from the stated terms).
On January 12, 2006 the company issued 100,000 units at $0.50 for $50,000 in the final closing of an earlier private placement. Each unit has a share, a warrant at US$1.15 (to January 31, 2006) and a piggyback warrant at US$2.00 (to September 30, 2006, only if the first warrant is exercised); new shares dilute existing holders.
What it means for a shareholder
100,000 new shares at $0.500 to raise about $50,000. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
On December 16, 2005 the company dismissed its auditor Ernst & Young LLP and on December 19 engaged Schumacher & Associates, Inc. of Denver, Colorado. The filing says there were no unresolved disagreements, and that the audit opinions carried a going concern qualification in the most recent fiscal year. This is the third auditor named in the company's history here (after Moore Stephens Ellis Foster).
On October 29, 2005 the company, through Yunnan Western Mining (the Mangshi venture it is still in the process of acquiring, expected to complete in early November), agreed to buy two small mining permits inside the Mangshi area from Team 209 for 150,000 company shares (75,000 only after the license transfer and government approvals, and all contingent on the Golden River letter agreement closing). Team 209 keeps running the existing heap leach operations for up to 3 years and 15 meters depth, and the company has an option to buy the resources. Separately, the Xintaizi purchase from Kangding Kangma (December 2004) failed: after geologist Dr. Paul Taufen found underground gold grades too low for large-scale underground mining and recommended no further exploration, Team 209 agreed on October 30, 2005 to take over ownership and liability and pay the company 1,500,000 RMB within 20 days. This ends the Xintaizi thread; the filing says 1,150,000 RMB had been paid to the vendors out of 2,100,000 RMB.
On September 23, 2005 the company signed a 12-month Media Services Agreement with Parker Communication Corporation for a public awareness program to make the company better known to potential shareholders and institutional investors. It pays a non-refundable US$100,000 deposit, two-year options on 250,000 shares at $1.75 and 250,000 shares at $3.50 (dated November 1, 2005), and $0.89 per mailing piece plus expenses; the options would dilute existing holders if exercised.
On September 6, 2005 the company issued 220,000 units at $1.00 each for $220,000 in a private placement to five individuals. Each unit has one share and a half-warrant to buy a share at $2.00 until September 6, 2007; proceeds go to exploration, salaries, consultants, administration, working capital and property acquisitions.
What it means for a shareholder
220,000 new shares at $1.00 to raise about $220,000. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
The company reported several unregistered share issues between July and August 2005: private placements at $0.50 per unit (20,000 units for $10,000 and 726,800 units for $363,400), 30,000 units at $1.00 for $30,000, and warrant exercises of 620,000 shares ($620,000) and 133,000 shares ($133,000) at $1.00. It also issued 285,714 shares to an entity under the Long Teng joint venture contract. Funds are to go to exploration, salaries, consultants, administration, working capital and property acquisition payments; the new shares dilute existing holders.
On July 26, 2005 the company signed a letter agreement to buy 100% of private company Golden River Resources Corp. from First Fortune Investments for up to US$400,000, giving it a path to earn 90% of the Mangshi gold exploration property (about 147 sq km, Yunnan) through a joint venture with Team 209. The company would need to spend US$3,010,000 over roughly four years, and the deal depends on government approvals and amendments; the company is not acquiring the existing heap leach operations but says it is negotiating with Team 209 about them.
Long Teng Mining, the joint venture, agreed on December 2, 2004 to buy a mining license for the roughly 3 sq km Xintaizi area in Sichuan from Kangding Kangma Mining Ltd. Co. for 2,100,000 RMB (about US$253,725). The license allows production of 10,000 tons per year and runs to December 1, 2006, renewable.
The Long Teng Mining joint venture was approved by the Chinese government and its business license was issued as of September 30, 2004, resolving the pending approval. The deal was amended to add a 44.02 sq km area in Luquan County, Yunnan, and the stock payment to Team 209 rose from US$500,000 to US$750,000; the US$5,000,000 contribution schedule and the 90/10 split are unchanged.
On July 6, 2004 the company and Team 209 signed the formal joint venture contract creating Long Teng Mining Ltd. for the 83.29 sq km Huidong County (Sichuan) property, following the April preliminary agreement. The company must contribute US$5,000,000 in stages (US$460,000 within three months of the business license, US$1,000,000 within 24 months, US$1,550,000 within 36 months, and possibly US$1,990,000 within 48 months) to end up with 90%, and must also give Team 209 about US$500,000 of company stock within 30 days of the license.
An amendment to the July 9 auditor-change filing, restating that the board dismissed Miller & McCollom on July 9, 2004. The other content (no unresolved disagreements, going-concern qualification in prior opinions, Moore Stephens as replacement) is unchanged.
The company ended its relationship with its auditor Miller & McCollom on July 9, 2004; the filing states there were no unresolved disagreements, though the audit opinions for the last two years carried a going-concern qualification. Moore Stephens Ellis Foster Ltd. is named as the principal accountant (engaged by the board January 9, 2003 and ratified by shareholders May 4, 2004).
20 May 2004asset acquisition disposition● NeutralMajor
The company signed preliminary joint venture agreements with Brigade 209 ("Team 209") for an 83.29 sq km area in Huidong County, Sichuan (US$5,000,000 for 90%) and for the Zhamashi property in Qinghai (US$5,010,000 for 90%, plus an approximately US$2,000,000 mine asset purchase by the venture). The Zhamashi deal firms up the January letter of intent; definitive agreements are due by June 30, 2004. Separately, effective May 4, 2004 the company changed its name from Gravity Spin Holdings to Magnus International Resources, split its shares 2-for-1, raised authorized shares from 25,000,000 to 100,000,000, elected four directors (Taylor, Demmons, Turner, Smith), and began trading as "MGNU".
17 Mar 2004asset acquisition disposition● NeutralMajor
The company (then still named Gravity Spin Holdings) disclosed three non-binding letters of intent for Chinese mining joint ventures: the Guangxi Bobai Yingqiao Silver Mine with Guangxi Non-ferrous Metals Trading & Management Company (aiming for at least 80% control, plus about US$1,000,000 of spending), and two gold/copper projects with Brigade 209 (Jinlong Mountain and Zhamashi), each with a US$5,000,000 equity investment for a 90% stake. Each deal has a decision deadline (April 30, March 31 and March 15, 2004) and a finder's fee of 100,000 shares to True North Management Ltd.; nothing is final yet.
