29 Oct 2007late filing notice▼ Bad
MAGNUS INTERNATIONAL RESOURCES, INC. notified the SEC that its annual report would be filed late.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
25 Sept 2007asset acquisition disposition● Neutral
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.
21 Sept 2007asset acquisition disposition● Neutral
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.
6 Sept 2007capital raising announcement▼ Bad
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.
6 June 2007material agreement● NeutralMajor
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.
16 Mar 2007late filing notice▼ Bad
MAGNUS INTERNATIONAL RESOURCES, INC. notified the SEC that its quarterly report would be filed late.
30 Oct 2006late filing notice▼ Bad
MAGNUS INTERNATIONAL RESOURCES, INC. notified the SEC that its annual report would be filed late.
20 June 2006capital raising announcement● Neutral
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.
26 Apr 2006capital raising announcement● NeutralMajor
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.
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12 Apr 2006director interest notice● Neutral
MAGNUS INTERNATIONAL RESOURCES, INC. director Peter Michael Smith exercised stock options for 250,000 shares and disposed of 250,000 shares.
5 Apr 2006material agreement● NeutralMajor
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.
30 Mar 2006capital raising announcement● Neutral
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.
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16 Mar 2006late filing notice▼ Bad
MAGNUS INTERNATIONAL RESOURCES, INC. notified the SEC that its quarterly report would be filed late.
1 Feb 2006capital raising announcement▼ BadMajor
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).
31 Jan 2006director interest notice● Neutral
Steven Tan became a MAGNUS INTERNATIONAL RESOURCES, INC. director and company insider (initial ownership filing).
17 Jan 2006capital raising announcement● Neutral
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.
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6 Jan 2006director interest notice● Neutral
Peter Michael Smith became a MAGNUS INTERNATIONAL RESOURCES, INC. director and company insider (initial ownership filing).
6 Jan 2006director interest notice● Neutral
Paul Michael Taufen became a MAGNUS INTERNATIONAL RESOURCES, INC. director and company insider (initial ownership filing).
21 Dec 2005auditor change● Neutral
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).
14 Dec 2005late filing notice▼ Bad
MAGNUS INTERNATIONAL RESOURCES, INC. notified the SEC that its quarterly report would be filed late.
8 Nov 2005material agreement▼ BadMajor
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.
28 Oct 2005late filing notice▼ Bad
MAGNUS INTERNATIONAL RESOURCES, INC. notified the SEC that its annual report would be filed late.
28 Sept 2005material agreement● Neutral
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.
14 Sept 2005capital raising announcement● Neutral
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.
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1 Sept 2005capital raising announcement● Neutral
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.
16 Aug 2005material agreement● NeutralMajor
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.
28 Jan 2005director interest notice● Neutral
Emerson Capital Corp. became a MAGNUS INTERNATIONAL RESOURCES, INC. 10%+ owner and company insider (initial ownership filing).
28 Jan 2005director interest notice● Neutral
Excel Capital Corp. became a MAGNUS INTERNATIONAL RESOURCES, INC. 10%+ owner and company insider (initial ownership filing).