Each one in plain English, with the numbers worked through for a shareholder.
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.
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.
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.
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.
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.
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.
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.
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.
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.
