31 May 2012listing compliance notice▼ BadMajor
PENGRAM CORP deregistered its securities, ending its obligation to file reports with the SEC.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
16 May 2011asset acquisition disposition● Neutral
Pengram settled about $110,000 of debts of itself and its subsidiary Magellan Acquisition Corp. by handing over Magellan's 209,000 Copper Development Corp. shares to creditors, valued at about $0.55 each. Creditors included President Richard Donaldson ($7,923.50), his company Kahala Financial ($5,883.00), and Magellan directors Don Archibald ($6,174.50) and David Ryan ($291.50). Pengram also extended by 7 days its exclusive right (from an April 13, 2011 letter agreement with Development Resources LLC) to negotiate buying 54 claims in the Long Canyon area, Elko County, Nevada, and hopes to agree terms within a week; no deal is yet signed. Whether the Kahala amount settles the earlier $20,000 Kahala loan is not stated. The Copper Development shares are not previously noted in the history, so how Magellan came to hold them is not explained here.
27 Apr 2011material agreement▲ GoodMajor
On April 26, 2011 Pengram replaced its single Nevada option (Golden Snow, CPG, Fish) with three separate agreements dated March 31, 2011 on substantially the same terms, so each property can be acquired and joint-ventured on its own. Golden Snow is now 83 claims; the first advance royalties are due August 28, 2011 ($10,600 Golden Snow, $4,100 CPG, $5,400 Fish), and the options expire August 28, 2013 unless extended. Pengram also signed an earn-in with Terrace Ventures Inc. under which Terrace can earn up to 75% of Pengram's Golden Snow agreement by paying Pengram up to $175,000 and spending up to $1,750,000 on exploration by July 31, 2014, starting with a $25,000 promissory note due in 45 days. This continues the shift to North American properties after the Manado cancellation notice, with another company funding exploration, as with Clisbako.
11 Apr 2011asset acquisition disposition▼ BadMajor
On April 10, 2011 Pengram received a notice purporting to cancel its rights to the Manado Gold Property, which it says the vendor caused by failing to convert the property's tenure under Indonesia's new mining laws. Pengram says it had already decided to focus on North American properties, is considering legal action, and has advanced $50,000 to the vendor. This undercuts the August 2010 assignment of a 75% share to Manado Gold Corp., though the filing does not say what happens to that deal.
30 Aug 2010material agreement▲ GoodMajor
On August 24, 2010 Pengram agreed to assign to Manado Gold Corp. a 75% share of its Manado option, in return for reimbursing $80,000 of Pengram's costs ($40,000 already paid), funding exploration of $250,000, $500,000 and $1,000,000 over three years, and issuing 950,000 of its own shares to Pengram's subsidiary. If everything is done, Manado Gold would hold 63.75% and Pengram 11.25% (Pengram carried through the first $1,750,000), though Pengram still owes up to 950,000 of its shares to the concession owners; the assignee can drop out at any time.
10 Aug 2010material agreement▲ GoodMajor
On July 23, 2010 Pengram's subsidiary Clisbako Minerals gave Interior Plateau Mining an option to earn 75% of the Clisbako claims by paying US$150,000 (through December 31, 2010) and spending CAD$650,000 on exploration by July 2, 2013. This changes the January plan to drill Clisbako itself, with another company now funding the work; the option can be dropped at any time and a joint venture follows if exercised.
4 May 2010material agreement● Neutral
On April 28, 2010 Pengram signed an advertising agreement with Bull and Bear Financial Report for six months of coverage plus brochure placement, at a cost of $16,900, of which $1,000 has been paid.
6 Apr 2010material agreement▼ BadMajor
Pengram extended its due diligence period on the Manado property from March 31 to April 30, 2010. It also approved a new US placement of up to 5,000,000 units at $0.10 with two-year $0.15 warrants, and cut the terms of the earlier foreign placement (from May 2009) from $0.20 to $0.10 per unit, with warrants lowered from $0.30 to $0.15 and extended to two years. Completion is not assured, and the lower prices mean more shares per dollar raised, which dilutes existing holders (inference).
11 Feb 2010material agreement● Neutral
On February 5, 2010 Pengram took an option from Larry Sostad on four British Columbia claims (June 1-4 Claims, Alberni Mining Division). It would own them, subject to a 2% royalty, by paying $33,000 and issuing 300,000 shares over three years; $3,000 has been paid and Pengram can walk away at any time without owing further amounts beyond those then due.
26 Jan 2010capital raising announcement● Neutral
Bako agreed on January 21, 2010 to extend the CDN$70,000 Clisbako note a second time, from December 31, 2009 to February 15, 2010, for 10,000 more shares. The same filing says the directors approved an exploration program including drilling of the main targets on the Clisbako Property.
21 Jan 2010material agreement● NeutralMajor
On January 19, 2010 Pengram agreed to pay $35,000 for a 90-day exclusive right to negotiate a deal to earn up to 85% of four gold concessions (the Manado Gold Property) in Northern Sulawesi, Indonesia, from Agus Abidin. This is a new direction beyond Nevada and British Columbia; earning the interest would require staged cash payments, shares and exploration spending, and the filing says there is no assurance Pengram will proceed.
27 July 2009capital raising announcement● Neutral
Bako Resources agreed on July 23, 2009 to push back the due date of the CDN$70,000 note (part of the Clisbako purchase price) from June 30 to December 31, 2009. In return Pengram issued Bako 60,000 shares, so the note was not paid on its original date.
23 June 2009auditor change● Neutral
On June 18, 2009 Pengram dismissed its auditor Williams & Webster and appointed Davidson & Company LLP. The filing says there were no disagreements, and that the earlier reports carried a going-concern uncertainty statement; it gives no reason for the change.
10 June 2009asset acquisition disposition● NeutralMajor
The Portal Resources option takeover announced on June 2 closed on June 4, 2009. Pengram issued 150,000 shares to Portal Resources Ltd. and now holds the option to acquire 100% of the Golden Snow (233 claims), Fish (58 claims) and CPG (44 claims) projects in Nevada, with payments to Claremont starting at $10,000 on August 28, 2009 and a 3% royalty to the owners if the option is exercised.
2 June 2009material agreement● NeutralMajor
On May 29, 2009 Pengram agreed to take over from Portal Resources an option on three Nevada mineral projects (Golden Snow, Fish and CPG) in exchange for 150,000 shares, with closing expected June 4, 2009. To keep the option it must pay Claremont yearly amounts starting at $10,000 (August 2009) and rising to $30,000, plus claim fees; if exercised, the owners keep a 3% royalty. This adds Nevada exploration properties alongside the British Columbia Clisbako claims.
6 May 2009capital raising announcement● NeutralMajor
On April 30, 2009 Pengram issued 55 units of 10% convertible notes ($2,500 each, so $137,500 by arithmetic) due October 31, 2010, convertible at $0.05 per share, with warrants; this completes and closes the August 2008 note offering. It also approved a new placement of up to 3,000,000 units at $0.20 (up to $600,000) with one-year warrants at $0.30, to fund acquisition and exploration of mineral properties; completion is not assured. Conversion of the notes and the new placement could dilute existing shareholders.
22 Dec 2008business combination● NeutralMajor
Pengram acquired 100% of ten mineral claims (the Clisbako Property, west of Quesnel, British Columbia) from Bako Resources for 2,000,000 shares and a CDN $70,000 non-interest-bearing note due June 30, 2009, which ends its status as a shell company. It also dropped its plan to buy Magellan's Singapore subsidiaries (the $100,000 it advanced to Magellan is to be repaid by Solfotara Mining in instalments through June 15, 2009, plus 250,000 Solfotara shares), and the Nevada Spelter Claim lapsed on September 1, 2008.
3 Sept 2008capital raising announcement● Neutral
Pengram completed the $80,000 placement announced in April: 1,000,000 units at $0.08, each with a warrant to buy a share at $0.10 until August 26, 2010. It also approved a new offering of up to 200 units at $2,500 each (up to $500,000), each unit being a 10% convertible note plus 10,000 warrants at $0.25 for one year; completion is not assured. The filing is signed by Donaldson as President and CEO, consistent with the change of control.
22 Apr 2008business combination● NeutralMajor
On April 21, 2008 president and sole director Bernie Hoing agreed to sell 8,000,000 shares to Richard Donaldson for $8,000 ($0.001 per share), which would give Donaldson 53.3% and control. Donaldson is expected to replace Hoing as sole officer and director after at least 10 days following mailing of this notice; no shareholder vote or action is required.
15 Apr 2008capital raising announcement● Neutral
The board approved a private placement of up to 1,000,000 units at $0.08 each (up to $80,000 gross), each unit being one share plus a warrant to buy another share at $0.10 for two years. It is offered outside the US and the filing says there is no assurance it will be completed; new shares would dilute existing holders if it goes ahead.
What it means for a shareholder
1.0m new shares at US$0.080 to raise about US$80,000. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
Create a free account to see this worked out for your own holding.
26 Dec 2007debt financing● Neutral
On December 19, 2007 Pengram agreed to borrow $20,000 from Kahala Financial Corp., repayable on demand at 10% a year and prepayable at any time. The money is for working capital.
20 Nov 2007auditor change● Neutral
On November 15, 2007 the board appointed Williams & Webster, P.S. of Spokane, WA as the new independent auditor, filling the gap left by Telford Sadovnick's resignation. The company says it did not consult the new firm on the specified matters before appointing it.
16 Nov 2007auditor change● Neutral
Amendment to the October auditor-resignation filing, expanding the disclosure to meet SEC rules. It adds that there were no disagreements with Telford Sadovnick through the date of resignation, not just for the first period; the resignation facts are otherwise unchanged.
30 Oct 2007auditor change● Neutral
Pengram's auditor, Telford Sadovnick, resigned on October 24, 2007 because it had withdrawn its registration with the US audit regulator (PCAOB) and could no longer audit US companies. The board is looking for a replacement; the filing reports no disagreements, and the auditor's earlier report (April 28, 2006 inception to November 30, 2006) carried a going-concern uncertainty statement.