Each one in plain English, with the numbers worked through for a shareholder.
1 Mar 2010material agreement● NeutralMajor
Pacific Copper amended its June 2009 agreement to buy the San Enrique property in Chile from Gareste, which is half-owned by director Harold Gardner. The deal now adds 160 hectares plus applications for about 2,000 more, closing is pushed to June 30, 2010, and 7 million shares go into escrow. Gareste gets a right to take the property back if the company does not raise a net US$1.6 million within six months or spend US$1 million on the property and overhead within 18 months.
Pacific Copper signed a letter of intent to acquire the Yerbas Buenas copper oxide property in Chile, about 20 km from El Corral, for 2 million shares and a 2% royalty capped at US$6 million. The vendor is a Chilean entity partly owned by a company director, making this a related-party deal; drilling is planned through 2009. It is still only a letter of intent.
Pacific Copper, through its Chilean subsidiary, signed a letter of intent with one vendor to buy 100% of the Venado and El Corral copper oxide properties near Copiapo, Chile. The vendor would get 2 million shares for each property plus a 2% royalty capped at US$6 million (half repurchasable for US$2 million). The company plans drilling at both through the end of 2008; this is a letter of intent, not a completed purchase, and adds to the Chile exploration thread.
The company's Chilean and Peruvian subsidiaries each hired an outside operator (Gareste Limitada in Chile, Inversiones Mineras Stiles in Peru) to prepare work programs and budgets and run exploration on their mineral concessions. Gareste is a related party: director Harold Gardner is a partner in it. The filing's wording (the subsidiaries hold concessions and the company's address is now Tucson) shows the earlier Peru and Chile acquisitions are now in place.
Pacific Copper signed a two-year management services agreement with Kriyah Consultants LLC, run by Andrew Brodkey, who is also the company's President and CEO. Kriyah got $57,503.77 upfront, gets $4,000 a month, and received 1,000,000 warrants at $0.60 expiring August 22, 2012; the company also guaranteed Kriyah's Tucson office lease, with maximum exposure of $394,593.92. Separately, the Peru and Chile share exchange deals were amended to reflect the formation of the Peruvian and Chilean entities, with closing pushed to no later than November 2007 rather than the earlier June target.
On June 1, 2007 Pacific Copper signed consulting agreements with Sweetwater Capital (24 months, $4,000 a month plus 1,000,000 restricted shares), and with Greatrek Trust and Scharfe Holdings (15 months each, 1,000,000 restricted shares each). The 3,000,000 shares were issued up front but are earned in four installments between December 2007 and September 2008, and unearned shares must be returned if an agreement ends early. This adds share dilution for existing holders.
Pacific Copper signed agreements to buy two companies still to be formed, one holding Peruvian mineral claims (for 4,850,000 shares) and one holding Chilean claims (for 6,150,000 shares), with closing expected around June 11, 2007, and paid $25,000 toward each formation. The filing says the claims are at an early exploration stage and the company does not consider them significant to its business at this date; if the Chile deal closes, Harold Gardner would become a director and CEO/COO, and David Hackman and Eduardo Esteffan would join the board if the Peru deal closes.
Pacific Copper sold 2,000,000 shares at $0.10 each in two private placements (March 9 and March 15, 2007), raising $200,000 gross from non-U.S. investors with no placement fees. The money is earmarked for exploration on its Mazama Claims and general working capital; the first batch of shares is subject to a staged lock-up.
What it means for a shareholder
2.0m new shares at $0.100 to raise about $200,000. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
