25 Sept 2012securities registration● Neutral
Pacific Gold & Royalty Corp. amended a filing by which it filed notice of an exempt private placement.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
19 Sept 2012capital raising announcement▼ Bad
On September 14, 2012 a holder of $75,000 of company debt transferred it to a third party, and conversion was switched to a market-price formula. The investor converted part into 45,256,410 restricted shares, which were sold under Rule 144, and the company expects about 12,500,000 more on conversion of the balance. The company also issued a new $75,000 convertible note to the investor. The same pattern as August 2012.
7 Sept 2012securities registration● Neutral
Pacific Gold & Royalty Corp. amended a filing by which it filed notice of an exempt private placement.
6 Sept 2012capital raising announcement▼ Bad
On August 2, 2012 a holder of $150,000 of company debt transferred it to a third party, and the company changed the conversion rate to a formula based on market price. The investor converted part into 52,983,987 restricted shares, which were sold under Rule 144, and the company expects about 15,000,000 more shares on conversion of the balance. This is new share issuance to existing shareholders' dilution.
22 Aug 2012quarterly activities report▼ Bad
Pacific Gold & Royalty Corp. reported quarterly revenue of $31 thousand and a net loss of $1.8 million for the period ended 2012-06-30.
14 Aug 2012quarterly activities report▼ Bad
Pacific Gold & Royalty Corp. reported quarterly revenue of $31 thousand and a net loss of $1.8 million for the period ended 2012-06-30.
7 Aug 2012securities registration● Neutral
Pacific Gold & Royalty Corp. filed notice of an exempt private placement.
17 May 2012material agreement▼ BadMajor
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.
16 May 2012quarterly activities report▼ Bad
Pacific Gold & Royalty Corp. reported quarterly revenue of $47 thousand and a net loss of $1.4 million for the period ended 2012-03-31.
16 May 2012late filing notice▼ Bad
Pacific Gold & Royalty Corp. notified the SEC that its quarterly report would be filed late.
2 Apr 2012late filing notice▼ Bad
Pacific Gold & Royalty Corp. notified the SEC that its annual report would be filed late.
9 Dec 2011capital raising announcement▼ BadMajor
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.
17 Nov 2011quarterly activities report▼ Bad
Pacific Gold & Royalty Corp. reported quarterly revenue of $71 thousand and a net loss of $15 thousand for the period ended 2011-09-30.
14 Nov 2011late filing notice▼ Bad
Pacific Gold & Royalty Corp. notified the SEC that its quarterly report would be filed late.
12 Sept 2011material agreement▲ GoodMajor
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.
15 Aug 2011quarterly activities report▼ Bad
Pacific Gold & Royalty Corp. reported quarterly revenue of $0 and a net loss of $493 thousand for the period ended 2011-06-30.
19 July 2011quarterly activities report▼ Bad
Pacific Gold & Royalty Corp. reported quarterly revenue of $0 and a net loss of $493 thousand for the period ended 2011-06-30.
6 July 2011quarterly activities report▼ Bad
Pacific Gold & Royalty Corp. reported quarterly revenue of $0 and a net loss of $493 thousand for the period ended 2011-06-30.
5 July 2011quarterly activities report▼ Bad
Pacific Gold & Royalty Corp. reported quarterly revenue of $0 and a net loss of $493 thousand for the period ended 2011-06-30.
16 May 2011material agreement▼ BadMajor
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.
9 May 2011auditor change● Neutral
This repeats the April 2011 auditor change: the company dismissed Jewett Schwartz Wolfe on April 13, 2011 so it could use a firm able to meet its timeline for filing overdue SEC reports, and engaged Silberstein Ungar, PLLC. No disagreements are reported, and this version attaches JSW's letter to the SEC as Exhibit 16.1. It adds no new business developments.
20 Apr 2011material agreement● NeutralMajor
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.
20 Apr 2011auditor change▼ Bad
On April 13, 2011 the company dismissed Jewett Schwartz Wolfe & Associates, saying it wanted a firm that could meet its timeline for filing overdue SEC reports, and engaged Silberstein Ungar, PLLC. No disagreements were reported, and JSW's letter to the SEC had not yet been received. This is another auditor change, and the filing itself references overdue SEC reports.
25 Mar 2011material agreement▲ Good
The company reports it paid the $130,000 plus interest due March 15, 2011 to Perry Crane, completing the earlier settlement of that litigation. Shares outstanding are stated as 745,732,651.
17 Feb 2011material agreement▲ GoodMajor
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.
25 Jan 2011material agreement● Neutral
The company settled its litigation with Komatsu Equipment Company by agreeing to pay $125,000 in cash and issue 2,000,000 restricted shares. The shares and the first $20,000 payment were already delivered, with $20,000, $25,000 and $60,000 still due in April, August and November. Shares outstanding are stated as 745,732,651.
27 Oct 2010auditor change▼ Bad
The company disclosed that around June 1, 2009 it dismissed M&K CPAs because it had no working capital to pay for their services, and that M&K never reported on its financial statements. On October 22, 2010 it engaged Jewett Schwartz Wolfe & Associates as its new auditor. The filing reports no disagreements and says M&K had not responded to the request for a letter.
20 Oct 2010capital raising announcement● Neutral
The company issued 2,000,000 restricted shares to Bullion Monarch Mining, on behalf of its subsidiary Nevada Rae Gold, to settle a $20,000 annual royalty prepayment due October 1, 2010. It also states 743,732,651 shares are now outstanding.
7 Sept 2010material agreement▼ BadMajor
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.
25 Aug 2009material agreement● NeutralMajor
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.