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MAGNUS INTERNATIONAL RESOURCES, INC.

US:MGNU
No current share price held for this company.

Past year: ▲ 67%(0.20c – 0.80c USD)

Market cap
—
Shares on issue
—
Story beats
14 since 2004
Last event
13 June 2008

History

A shell renamed Magnus pursued Chinese gold joint ventures, pivoted to Uganda in 2007, lost its bulletin board quotation, and by 2008 was selling its main China asset.

2004-2005: Building a China portfolio

The company, then called Gravity Spin Holdings, began in March 2004 by disclosing three non-binding letters of intent for Chinese mining ventures: a silver mine in Guangxi and two gold and copper projects, Jinlong Mountain and Zhamashi, with Brigade 209 ("Team 209"). In May it signed preliminary agreements with Team 209 for a Huidong County property in Sichuan and for Zhamashi in Qinghai. Effective May 4, 2004 it became Magnus International Resources, split its shares 2-for-1, lifted authorised shares to 100,000,000 and began trading as "MGNU".

The Huidong deal became a formal contract in July 2004, creating Long Teng Mining. Magnus had to contribute US$5,000,000 in stages to reach 90%, and give Team 209 company stock, later raised from US$500,000 to US$750,000. The government approved the venture and issued its licence as of September 30, 2004, and an area in Luquan County, Yunnan, was added. In December 2004 Long Teng agreed to buy the Xintaizi mining licence for 2,100,000 RMB.

In 2005 the company moved to acquire Golden River Resources, a route to the Mangshi gold property in Yunnan, and agreed to buy two small permits there for company shares. Xintaizi failed: geologist Dr. Paul Taufen found the gold grades too low, and Team 209 took it over and agreed to pay back 1,500,000 RMB.

2006: Raising money and changing course

In January 2006 the company raised money. President Graham Taylor exercised 800,000 options for $400,000, and 624,500 units at $1.25 brought in $780,625. Taylor was also issued 100,000 Series A preferred shares carrying 1,000 votes each, which gave him voting control.

In March it signed a term sheet for an option on a titanium property in Henan, but dropped it in April after a consultant's report raised concerns about the grain size and the amount of rock to be removed. Instead it agreed to buy a gold licence at Manzhanggang in Qinghai for 3,200,000 RMB. It also placed 668,248 units at $1.60, raising $1,069,196.80, diluting existing holders. The record for Manzhanggang goes quiet afterwards.

2007: A turn to Uganda

Effective May 1, 2007 Magnus bought African Mineral Fields, which held an option on four Uganda gold projects. Its holders received 6 million shares and were to receive non-voting Series B preferred shares that convert to common only as gold resources are declared, starting at 250,000 ounces. The filings differ on whether that was 2,000,000 or 200,000 preferred shares. Magnus also sold 4,750,000 units at $0.40, raising $1,900,000, and paid a $190,000 finder's fee.

In May it agreed to take Team 209's remaining 10% of Longteng by handing over its 90% of the Mangshi venture plus 1 million RMB, ending the Mangshi project. In November, FINRA said the shares would be removed from the OTC bulletin board for a year from November 26, 2007 after three late reports in 24 months. The company asked for a hearing.

2008: Selling Longteng

On May 28, 2008 Magnus agreed to sell its 90% of Long Teng Mining to Lai Jinzang for 21,000,000 yuan in four payments. It had received 7,000,000 yuan (about US$1,000,000) by June 13, 2008. A further 7,000,000 yuan is due on licence renewal, 4,900,000 on transfer of Magnus's 90% and 2,100,000 on transfer of Team 209's 10%. Magnus keeps a 3% royalty on smelted metal and must refund everything within a month if the licence is not renewed.

As of June 13, 2008 the company was based in Vancouver, held its Uganda option through African Mineral Fields, and still had its quotation appeal outstanding. Its auditors' opinions had carried a going-concern warning, and it had no disclosed debt.

Written from the 14 story beats below (2004 to 13 June 2008), which come from the company's own announcements and filings.

Beat by beat

The events that changed the company's story, in plain English, each written against everything known about the company at the time. The dot shows whether it was good, bad or neutral for shareholders.

2008

  1. 13 June

    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.

    asset acquisition disposition

2007

  1. 19 Nov

    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.

    listing compliance notice

  2. 6 June

    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.

    material agreement

  3. 10 May

    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.

    asset acquisition disposition

2006

  1. 26 Apr

    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.

    capital raising announcement

  2. 5 Apr

    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.

    material agreement

  3. 1 Feb

    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).

    capital raising announcement

2005

  1. 8 Nov

    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.

    material agreement

  2. 16 Aug

    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.

    material agreement

2004

  1. 10 Dec

    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.

    material agreement

  2. 12 Oct

    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.

    material agreement

  3. 9 Sept

    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.

    material agreement

  4. 20 May

    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".

    asset acquisition disposition

  5. 17 Mar

    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.

    asset acquisition disposition