Each one in plain English, with the numbers worked through for a shareholder.
2 Dec 2016capital raising announcement▼ BadMajor
A second closing on November 29, 2016 on the same terms as the November 17 deal: 10,000,000 common shares and warrants over 5,000,000 shares at $0.06 for $200,000 gross. 3,775,000 shares were issued now and 6,225,000 held back to keep an investor under 9.99% ownership. The placement agent gets 800,000 shares and 400,000 warrants. Together with the first closing, gross proceeds are $425,000 (calculated), with the same ratchet and penalty terms.
What it means for a shareholder
5.0m new shares at $0.060 to raise about $425,000. That's 10% dilution: every existing holder's slice gets 10% smaller. If you held $1,000 of shares (16,667 at the issue price), your slice goes from 0.0371% to 0.0333% of the company. To keep it you'd need 1,853 more shares - about $111 at the issue price.
On November 17, 2016 the company agreed to sell 11,250,000 common shares with warrants over 5,625,000 shares at $0.06 for $225,000 gross, with 10,000,000 shares issued immediately and 1,250,000 held back to keep an investor under 9.99% ownership. The placement agent gets 900,000 shares and 450,000 warrants. The deal carries full-ratchet anti-dilution protection, a warrant price drop to $0.001 if the company is not current in its SEC reports within 120 days, and cash penalties for public information failures. On November 23, 2016 it also authorized 85,000 Series E preferred shares (1,000 votes each) to be sold to CEO William Meadow for $85, giving him voting power of 85,000,000 votes (calculated from the figures). The filing says the company is not yet current in its reporting, a gap since the 2014 late filings. The proceeds are for working capital.
What it means for a shareholder
5.6m new shares at $0.060 to raise about $225,000. That's 11% dilution: every existing holder's slice gets 11% smaller. If you held $1,000 of shares (16,667 at the issue price), your slice goes from 0.0371% to 0.0329% of the company. To keep it you'd need 2,084 more shares - about $125 at the issue price.
On October 27, 2014 the company signed a 12-month consulting agreement with EraStar for investor communications and public relations: $25,000 a month, 400,000 common shares, and five-year warrants over 900,000 shares at $0.50, $1.00 and $2.00 (one third each), plus piggyback registration rights. It adds ongoing cost and dilution.
What it means for a shareholder
900,000 new shares at $0.500 to raise about $450,000. That's 5.1% dilution: every existing holder's slice gets 5.1% smaller. If you held $1,000 of shares (2,000 at the issue price), your slice goes from 0.0118% to 0.0112% of the company. To keep it you'd need 107 more shares - about $54 at the issue price.
The company signed an engagement letter with Maxim Group on June 9, 2014 for general financial advisory and investment banking services, paying $5,000 a month (minimum six months) plus 1,000,000 common shares, issued October 9, 2014, and further pay on financings Maxim introduces. This filing was made about four months after the agreement date. Shareholders face the cost and the added shares.
7 Mar 2014capital raising announcement● NeutralMajor
On March 3, 2014 the company held a second closing of the Series C convertible note placement, raising another $1,017,500 on the same terms as February (conversion at $0.50 post-split, 12-month most-favored-nations protection). The placement agent CAVU Securities received a $64,650 commission and warrants over 129,300 shares, plus a 250,000-share retainer. Together with the February closing the notes total $3,959,995 (calculated from the two figures); the conversion shares add to the share count (dilution is an inference).
On November 15, 2013 the company sold $325,000 of 10% two-year convertible notes with warrants. The notes convert automatically into a to-be-authorized Series B preferred stock at $0.001 per share ($1.00 after a planned 1,000-to-1 reverse split), and the warrants cover 325,000 shares post-split at $1.00 for ten years. The company committed to authorize the Series B and carry out the reverse split; proceeds go to AuroTellurio project costs and working capital. Existing common holders face a large reverse split and dilution from conversion (the dilution is an inference).
On March 19, 2012 the company agreed to pay American Strategic Minerals Corporation (Amicor) $125,000 for a report on geological formations on two Amicor properties in Montrose County, Colorado (Bull Canyon and Martin Mesa), to see whether they could contain potential gold deposits. It chose to pay with 1,250,000 restricted shares valued at $0.10 each. The filing describes only a report purchase, not an acquisition of the properties.
On March 16, 2012 the company sold 4,250,000 units at $0.04 each for $170,000. Each unit is one common share plus a warrant for half a share at $0.06, exercisable for 24 months. Proceeds are for general working capital; the new shares add to the share count (dilution is an inference).
What it means for a shareholder
4.3m new shares at $0.040 to raise about $170,000. That's 3.7% dilution: every existing holder's slice gets 3.7% smaller. If you held $1,000 of shares (25,000 at the issue price), your slice goes from 0.0228% to 0.022% of the company. To keep it you'd need 971 more shares - about $39 at the issue price.
California Gold closed an over-allotment on its private placement for another $325,000 (13,000,000 units), bringing the total to 76,478,258 units and $1,911,956.45, up from $1,536,956.45 at the January 2011 closing. Proceeds are earmarked for exploring the AuroTelurio property optioned from Mexivada and for working capital. The press release also says a surface rights agreement with the landowner was signed May 16, 2011 at $14,400 a year, which resolves the condition the February 2011 option agreement said was needed before closing; the filing does not itself say the option closing has occurred.
A second closing of the December private placement on January 13, 2011 sold another 3,000,000 units for $75,000. Total sold is now 61,478,258 units for $1,536,956.45.
30 Dec 2010capital raising announcement● NeutralMajor
On December 23, 2010 the company closed a private placement of 58,478,258 units at $0.025 each, raising $1,461,956.45. 36,478,258 units carry common shares and 22,000,000 carry non-voting Series A convertible preferred shares, each with a warrant for half a common share at $0.125 exercisable for 18 months. It said it has finished due diligence and will proceed with the AuroTellurio acquisition, paying Mexivada the $15,000 non-refundable part of the down payment; this adds a large number of new shares for existing holders (dilution is an inference).
On May 29, 2007 the company (then called Arbutus Resources, Inc.) issued 1,000,000 shares each to its two officers, Karen Law and Lyle Smith, in exchange for their services; they had served without pay since the company began on April 19, 2004. This adds 2,000,000 shares to the share count.
