Each one in plain English, with the numbers worked through for a shareholder.
17 Apr 2008security holder rights change▼ Bad
On April 2, 2008 the board lowered the exercise price of 3,650,000 warrants held by directors, officers and consultants from $1.00 to $0.50 and extended their expiry from April 26, 2009 to April 26, 2010. These are the warrants issued April 26, 2006, recorded at a value of $1,919,072. For shareholders this means more potential dilution at a lower price, and the insiders benefit.
This amendment adds the Temex option agreement (dated September 25, 2007) that was left out of the October 1 filing. The text repeats the earlier terms: Uranium Star pays $50,000 and spends $950,000 by June 30 (the filing prints it as 'June 30, 3008', an apparent typo) to earn 50% of the Merico Ethel and Yarrow properties near Elk Lake, Ontario, with Temex keeping diamond rights. Nothing new in the terms is shown in the visible text.
The company signed an option (agreement dated September 25, 2007) with Temex Resources to earn 50% of the Merico Ethel and Yarrow gold-copper-uranium properties near Elk Lake, Ontario. It must pay $50,000 on signing and spend $950,000 on exploration by June 30, 2008, after which a 50:50 joint venture would be formed; Temex keeps diamond rights and manages the work, starting with a planned 3,000 metre drill program. The press release says the Sagar exploration program has been completed with a full report pending and the camp will be occupied during a shut-down, and that the company has applied for Canadian reporting issuer status as a step toward a TSX Venture listing. The agreement itself is to be filed later by amendment.
The company agreed (agreement dated August 22, 2007) to acquire 75% of the Three Horses property in south-central Madagascar (about 180 sq km) through a new joint venture company, with Madagascar Minerals and Resources holding 25%. It must pay US$765,000 cash (US$15,000 signing fee plus US$750,000), issue 1,250,000 shares and 500,000 warrants at $1.00 for 24 months, with a stated deemed value of $1,202,500, after title vests in the venture company. Madagascar Minerals gets a free carried interest until a pre-feasibility study. This is the company's first asset outside Quebec and Arizona seen in these filings; the earlier Finland claim reservations are not mentioned in the company description, and their outcome is still not stated. An airborne survey was due to start at the end of September 2007.
The company reported its first notable drill result on the Sagar property in Quebec: one vertical reverse circulation hole hit 4.5 meters averaging 22.7 g/t gold, including 31.5 g/t over 3 meters, in bedrock. The values come from an on-site XRF analyser and have not yet been checked against commercial lab fire assays (ALS Chemex), so they may vary; more drilling is needed to find the true width. This is the first drill result following the drilling start in March, and the company still has 7 priority targets to drill in its search for the source of the Mistamisk boulders.
A second amendment to the earlier auditor-change report, filed March 14, 2007, attaching a new Manning Elliott letter dated March 13, 2007 that again agrees with the company's statements about the switch to Moore Stephens Cooper Molyneux. The rest repeats the earlier disclosure: the name change to Uranium Star Corp. and symbol URST, the five directors elected, authorized shares raised to 125,000,000, and no action yet on the Minnesota re-incorporation. It adds no new business information.
On March 5, 2007 the company announced that two reverse circulation drills are in place on the Sagar uranium-gold project in northern Quebec and expected to be fully operational the following week, with ground geophysics well advanced and camp construction complete. The program aims to find the source of the Mistamisk boulders, which a Virginia Mines report says averaged 64.9 g/t gold and 1.3% uranium across 70 boulders. This is the start of exploration spending on Sagar, the purpose of the recent financings; no drilling results yet.
This second amendment attaches the letter from Manning Elliott LLP, dated February 16, 2007, saying it agrees with the company's statements about the auditor change as they relate to it. That closes the open item from the January 19 amendment; the rest repeats the earlier disclosure, with slightly softened wording on why a Toronto auditor was preferred and a changed SEC file number (000-51151).
This amends the January 3 report on the auditor change and name change, giving fuller detail. The company says it dismissed Manning Elliott LLP as of November 24, 2006 and engaged Moore Stephens Cooper Molyneux LLP in Toronto, citing the move of administrative functions from Vancouver. It repeats that Manning Elliott's 2005 and 2006 audit reports raised substantial doubt about the company's ability to continue as a going concern, with no disagreements with the auditor. A letter from Manning Elliott is still awaited.