Pacific Gold & Royalty Corp.

On March 25, 2019 the company filed an amended Form 15 to end its SEC registration and its duty to file reports, citing Rules 12g-4(a)(1) and 12g-4(a)(2) and about 100 holders of record. The company's address is now in Toronto. Shareholders keep their shares, but the company will no longer give public SEC filings. This is a deregistration filing; the filing does not say what happens to the shares.

listing compliance notice

Pacific Gold & Royalty Corp. deregistered its securities, ending its obligation to file reports with the SEC.

listing compliance notice

On March 1, 2016 the company's subsidiary Retail Energy Corp. agreed to acquire the lease of an operating gas station and retail store in central Florida, which the filing says earns about $600,000 in revenue and over $200,000 net income. The lease price is $325,000 ($250,000 at closing plus a $75,000 twelve-month 6% note), plus $40,000 gas and $40,000 inventory deposits. Closing was set for April 15 and depended on diligence and the company raising the capital, a new direction after the mine sale.

material agreement

On July 15, 2015 the company sold all of its interest in Nevada Rae Gold, Inc. and the Black Rock Canyon Mine, the mine the company had said it needed more capital to restart. It received $300,000, all used to pay some of Nevada Rae Gold's immediate accounts payable, with $100,000 due July 15, 2016 and a 4% royalty on Nevada Rae Gold gold sales up to $720,000 in total. The purchaser can buy out the royalty for $500,000 before July 15, 2016, and a 10% finders fee on all payments is not yet paid.

material agreement

The company reported two further note assignments: $20,000 on August 20, 2014 (reset to a 50% discount to the lowest ten-day VWAP, interest-free, maturing June 25, 2015) and $17,500 on October 16, 2014. The filing says they were converted into 400,000,000 and 350,000,000 shares respectively, so $37,500 of debt turned into 750,000,000 shares. This is the first filing here showing actual issuance at that scale, and it bears out the earlier warnings of heavy dilution.

material agreement

On March 17, 2014 $100,000 of notes issued March 25, 2013 was assigned to a third party and reset to a 45% discount to market conversion, 12% interest, maturity March 7, 2015, a 50% prepayment premium, ratchet anti-dilution and a 50% default penalty. The filing says this could mean about 400,000,000 shares, capped at 4.99%, and it limits the company's ability to issue senior new debt. On March 18 the company also issued a new $95,000 10% note due January 2, 2016, convertible at $0.004 per share.

material agreement

On February 18, 2014 the Pilot Metals sale was renegotiated: instead of $850,000 on March 31, 2014 plus $1,000,000 at commercial mining, the company received $200,000 on February 18, will receive $400,000 on March 31 and $1,500,000 at commercial mining. Pilot Metals has an option to buy $500,000 of the final payment for $250,000 until September 30, 2014, and all payments carry a 15% royalty to Platoro West. Near-term cash is lower than agreed in July 2013, and the proceeds go to vendors and debt; the company says it needs more capital to restart the Black Rock Canyon Mine. Shares outstanding were 395,366,031 as of February 20 (filing says 2013, apparently a typo).

material agreement

On September 24, 2013 $80,000 of notes issued May 11, 2012 were assigned to an unrelated third party and reset to a 45% discount to market conversion, 8% interest, maturity September 24, 2014, and a 50% default penalty. The filing says this could mean about 1,454,545,455 shares, capped at 4.99% of outstanding shares at any one time. Continues the pattern of resetting notes on dilutive terms.

material agreement

On July 5, 2013 the Project W tungsten claims were transferred to Pilot Metals, which exercised its purchase option early; Pilot Mountain keeps a security interest until the price is paid in full. Payments changed from three $500,000 instalments (2013-2015) to $350,000 paid July 5, 2013 and $850,000 due March 31, 2014. This continues the Pilot Metals option from 2011 and brings in cash earlier.

material agreement

On June 7, 2013 the company created a new class of Series A preferred stock (up to 300,000 shares, convertible 1:10,000 into 3,000,000,000 common shares in total) and on June 10 issued all 300,000 shares to Jabi Inc., an entity controlled by CEO Robert Landau, in payment of a $300,000 note. The filing says this raised Landau's beneficial ownership from 1.2% to 53.9%, and the preferred votes with common on an as-converted basis. This is a change of control in favour of the CEO and, if converted, would be very large dilution for other shareholders. It builds on earlier share issuances to executives and Jabi Inc.

capital raising announcement

On April 12, 2013 the company agreed to assign $175,000 of notes issued May 11, 2012 to an unaffiliated third party, with the usual investor-friendly terms: conversion at a 45% discount to market, 12% interest, maturity January 12, 2014, and a 50% default penalty. The filing says the assigned portion could mean about 3,000,000,000 shares (capped at 4.99% of outstanding at any one time). The company also issued $173,000 of new 10% notes due January 2, 2015, convertible at $0.001 per share. The conversion price has dropped from $0.07 in 2011 to $0.001, a very large potential dilution for existing shareholders.

material agreement

On October 1, 2012 the company issued 813,339,192 shares, including 590,046,248 to executive officers and 144,000,000 to an entity affiliated with CEO Robert Landau. Landau received 256,871,160 shares for $321,088.95 of past-due salary, and COO Mitchel Geisler received 221,808,760 shares for $277,260.95 of past-due salary. Other shares settled expenses and debts or converted notes, and 40,800,000 shares were sold to an investor for $51,000 of new equity. This is more than a doubling of the 745,732,651 shares previously reported (before the 2012 conversions described in other filings), heavily diluting existing holders, though it converts debts into equity.

capital raising announcement

The company agreed to assign $233,097.70 (April 23, 2012) and $500,000 (May 11, 2012) of notes originally issued August 10 and December 2, 2011 to an unaffiliated third party, with the same investor-friendly terms as before: conversion at a 45% discount to market, 12% interest, 50% prepayment premium, and 24.99% default interest. The filing says the assigned portion could mean about 150,000,000 new shares (capped at 4.99% of outstanding at any one time). It also issued $225,000 and $495,000 of new 10% notes due January 2, 2013, convertible at $0.02 per share, well below the $0.05–$0.07 earlier conversion prices. This continues the dilution trend.

material agreement

In December 2011 an officer advanced $100,000 interest-free (repayable within 12 months) and a company controlled by an officer advanced $153,000 at 10%, convertible at $0.05, due January 2, 2013. Separately, $500,000 of a note first issued January 2, 2011 was assigned to a third party, and the company agreed to terms that favour the new holder: conversion at a 45% discount to market, 12% interest, maturity December 2, 2012, and 24.99% default interest. Fully converted, the principal could mean about 50,000,000 new shares (capped at 4.99% of outstanding shares at any one time); $50,000 was converted on December 2, leaving $450,000 plus interest. This is likely to dilute existing shareholders.

capital raising announcement

Three things: the company issued about $219,000 of 10% notes due August 10, 2013, convertible at $0.07 per share; Nevada Rae Gold leased additional adjacent claims in Crescent Valley, Nevada (4% gross royalty or $0.50 per yard of gravels, whichever is greater, $20,000 annual minimum advance royalty, 10-year term); and on September 9, 2011 Pilot Metals paid $450,000 and elected to exercise its 24-month option on Project W. The option payment moves the Pilot Metals deal forward from the diligence stage. Shares outstanding remain 745,732,651.

material agreement

On May 12, 2011 Pilot Mountain Resources and Pilot Metals agreed to extend by 100 days the diligence period on the February 2011 Project W option, so Pilot Mountain can bring a quiet title action in Nevada to clear possible third-party claims. The company sued Platoro West and others on April 15, 2011 over claims it acquired from Platoro in 2006; Platoro countersued on April 26 seeking to get the claims back, and the company says it will defend its rights. This delays the Project W deal and puts the claims' ownership in dispute. Shares outstanding remain 745,732,651.

material agreement

On April 1, 2011 the company issued promissory notes to investors for about $500,000, paying 10% interest and due December 31, 2013. The notes, including interest, can be converted into shares at a fixed $0.05 per share, which could add shares if converted. Shares outstanding are stated as 745,732,651.

material agreement

On February 10, 2011 Pilot Mountain Resources, a wholly owned subsidiary, gave Pilot Metals Inc. (a subsidiary of Black Fire Minerals) an option on the Project W tungsten claims, for $50,000 up front for 100 days of due diligence. Pilot Metals can then pay $450,000 for a 24-month option, after which it can buy the claims (total $2,000,000 plus $1,000,000 when commercial mining starts) or form a 50/50 joint venture (total $1,500,000 to the company). If it goes no further, the company receives $500,000 in total and keeps the claims. This moves the Project W thread forward.

material agreement

Crescent International agreed to convert the remaining $220,000 of its debenture into shares at $0.00495 per share, half before September 30, 2010 and the rest by March 5, 2011, with maturity extended to March 5, 2011. The balance will no longer be payable in cash, so it will become new shares for existing holders to absorb. Management says it believes this will help efforts to raise financing, with no assurance of success. The filing calls it an October 5, 2010 debenture, which appears to be a typo, as the document is dated September 2010.

material agreement

On August 19, 2009 the company agreed to sell its 8,002,389 shares of Oregon Gold, Inc. and $500,000 of Oregon Gold debt to individual buyers, and to waive a further $21,986.46 owed, for $210,000 in cash in total. Closing is due by August 28, 2009 and depends on buyer due diligence and discharge of Yorkville Advisors' liens on Oregon Gold's shares and assets. The company says it keeps Nevada Rae Gold, Pilot Mountain Resources and Fernley Gold, so this exits the Oregon Gold (Bear Bench/Defiance) holding.

material agreement

On February 26, 2007 the company agreed with Cornell Capital Partners to issue up to $2,440,000 of 10% convertible debentures (first $1,035,000 issued) plus warrants for 6,000,000 shares at $0.216, secured by most of the assets of the company and subsidiaries, including its mining rights. It paid $540,000 to cancel the $2,900,000 debenture from April 2006, and amended terms on another April 2006 debenture. The security agreement limits other financing while the debentures are outstanding.

capital raising announcement

On April 12, 2006 the company sold $6,100,000 of discounted convertible debentures (due April 12, 2009, convertible at $1.00) with warrants for 6,100,000 shares at $0.30, receiving $3,812,500. About $3,507,500 is available after commissions, to be used partly to repay existing debt. The filing states an effective simple interest rate of 20%, a high cost of money.

capital raising announcement

The $4 million convertible debenture Pacific Gold issued in April 2005 was fully converted to shares by March 2006, and every attached warrant exercised. The debt is gone and the Black Rock Canyon gold mine it paid for is nearly built - but holders paid for both in dilution, and the company still has no producing revenue.

other

On December 13, 2005 the company sold another $1,500,000 of discounted convertible debentures (due December 13, 2007, convertible at $0.30) with warrants for 4,000,000 shares at $0.10, receiving $1,200,000. It also cut the exercise price on the April 2005 warrants for 3,333,333 shares from $2.125 to $0.01, which is a large dilution-friendly change for the earlier investors and follows up the April 2005 financing.

capital raising announcement

Subsidiary Pilot Mountain Resources agreed with Platoro West Incorporated to acquire the Project W tungsten claims in Mineral County, Nevada, for 150,000 restricted shares plus a 2% gross royalty on mineral sales. Title to the claims passes to Pilot once an updated feasibility study is completed.

capital raising announcement

On April 7, 2005 the company, now Pacific Gold Corp., sold $4,000,000 of discounted convertible debentures due April 9, 2008, plus warrants, for $2,900,000 paid to it. After about $252,000 of costs, it planned to use roughly $2,648,000 for equipment, bonding, exploration, acquisitions, debt service and working capital. The debentures convert at $0.30 per share, so conversion would add shares for existing holders to absorb.

capital raising announcement