Each one in plain English, with the numbers worked through for a shareholder.
10 June 2013capital raising announcement▼ BadMajor
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.
On March 19, 2013 a holder of $50,000 of company debt transferred it to a third party, and conversion was changed to a market-price formula; the company expects about 166,666,667 more shares on conversion. The company also issued a new $110,000 note on March 25, 2013 at 10% interest, convertible at $0.02 per share and due January 2, 2015. The share count expected from a $50,000 debt is much larger than in earlier rounds, which suggests (inference) that the share price has fallen.
On February 5, 2013 a holder of $60,000 of company debt transferred it to a third party, and conversion was changed to a market-price formula; the company expects about 50,000,000 shares on conversion. A new $59,000 convertible note was also issued to the investor (the filing dates it February 8, 2012, apparently a typo for 2013). Another round of the same dilutive financing.
On November 2, 2012 a holder of $40,000 of company debt transferred it to a third party, and conversion was changed to a market-price formula. The investor converted part into 13,636,364 restricted shares, sold under Rule 144, and the company expects about 25,000,000 more on conversion of the balance. A new $37,500 convertible note was also issued to the investor. Continues the pattern of repeated debt conversions.
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.
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.
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.
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.
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.
On October 5, 2007 the company sold a $450,000 discounted convertible debenture (due October 5, 2010, convertible at $0.18) and a warrant for 450,000 shares at $0.18, receiving $300,000. The buyer already held an April 2006 debenture, and the company also got a modification from the February 2007 debenture holder to permit this deal. Its address is now Reno, Nevada.
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.
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.
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.
22 Aug 2005capital raising announcement● NeutralMajor
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.
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.
