Each one in plain English, with the numbers worked through for a shareholder.
14 Dec 2017capital raising announcement▼ BadMajor
On December 11, 2017 the company agreed to a public offering of 2,430,000 shares plus warrants over 972,000 shares at $2.80 per share and associated warrant, with a 30-day option for more. At the same time it agreed to a private placement of 2,347,242 shares and warrants over 938,897 shares to existing holders including director Barry Honig, who takes 990,099 shares at $3.03; the private placement gross proceeds are about $6.8 million. Warrants are exercisable at $3.40 and expire December 19, 2019. More dilution, with insiders again participating.
What it means for a shareholder
972,000 new shares at $2.80 to raise about $2.7m. That's 3.3% dilution: every existing holder's slice gets 3.3% smaller. If you held $1,000 of shares (357 at the issue price), your slice goes from 0.00126% to 0.00122% of the company. To keep it you'd need 12 more shares - about $34 at the issue price.
On March 28, 2016 the company sold 1,850,000 units (one share plus a 30-month warrant for 0.5 of a share at $4.35) to a single accredited investor for about $6.0 million gross. This is a second sizable private placement within about a month, adding further dilution; the investor's resale registration is required but no deadline is stated.
On February 25, 2016 the company sold 2,120,882 units (one share plus a 30-month warrant for 0.5 of a share at $5.06) for about $6.9 million gross ($6.1 million net), with Laidlaw as placement agent. A resale registration statement is due by April 10, 2016. The per-share figures are far higher than the 2015 placements at about $0.32; the filing does not explain the gap (it may reflect a share consolidation, which is an inference), so the pattern of repeated equity raises continues.
On February 4, 2016 the company issued 367,467 shares for about $1.25 million gross to two investors affiliated with director Barry Honig. The company must file a resale registration statement by March 24, 2016. It is another small equity raise from Honig-related investors, adding to the share count.
On April 21, 2015 the company sold a further 5,584,056 units (one share plus a 24-month warrant for 0.4 of a share at $0.44) for about $1.8 million gross ($1.7 million net). This is part of the same private placement as the April 10, 2015 sale and adds to the dilution; a resale registration statement must be filed by June 4, 2015.
On April 10, 2015 the company sold 29,740,001 units, each a share plus a 24-month warrant for 0.4 of a share at $0.44, for about $9.6 million gross ($9.0 million net). The placement agent can sell up to $15 million until April 21, 2015, and resale registration may be required after May 25, 2015. This is another large equity raise that dilutes existing shareholders.
What it means for a shareholder
29.7m new shares at about $0.5044 to raise about $15.0m. That's 7.7% dilution: every existing holder's slice gets 7.7% smaller. If you held $1,000 of shares (1,983 at the issue price), your slice goes from 0.000558% to 0.000515% of the company. To keep it you'd need 166 more shares - about $84 at the issue price.
The company sold 35,714,287 shares at $0.28 each for $10.0 million gross ($9.9 million net) on October 20, 2014, mostly to Levon Resources (35,178,572 shares) and 535,715 to director Barry Honig. The price is below the $0.33 level of the Series E, so it triggered a dilutive-issuance adjustment: the Series E conversion price fell from $0.33 to $0.28, raising the common shares it converts into from about 28.3 million to about 33.3 million. Existing common holders are diluted twice over.
30 July 2014capital raising announcement● NeutralMajor
On July 30, 2014 the company sold another 6,813,645 units on the same terms (a share plus a 0.4-share warrant at $0.45, expiring January 30, 2017) for about $2.3 million gross ($2.2 million net). Laidlaw & Co (UK) was placement agent. Resale registration may be required after September 12, 2014. This is a third closing of the July raise, bringing the July total to roughly $12.1 million gross.
What it means for a shareholder
6.8m new shares at about $1.78 to raise about $12.1m. That's 2.4% dilution: every existing holder's slice gets 2.4% smaller. If you held $1,000 of shares (563 at the issue price), your slice goes from 0.000201% to 0.000196% of the company. To keep it you'd need 14 more shares - about $25 at the issue price.
On July 14, 2014 the company sold a further 2,461,760 units on the same terms as the July 2 deal (a share plus a 0.4-share warrant at $0.45) for about $0.8 million gross ($0.7 million net). This extends the July 2 private placement and adds modestly to dilution.
9 July 2014capital raising announcement● NeutralMajor
On July 2, 2014 the company sold 26,578,854 units, each a common share plus a warrant for 0.4 of a share at $0.45 (expiring January 2, 2017), to accredited investors for about $9.0 million gross ($8.2 million net). This adds shares and warrants, so existing holders are diluted, and the company must register the resale of these shares after August 15, 2014. It continues the company's pattern of regular equity raises.
On Aug 22 and 23, 2013 the company sold another 1,114 Series E Preferred shares with warrants on 1,336,800 shares for about $1.1 million, on the same terms as the earlier Series E sales. They convert into 3,342,000 common shares. This extends the same raise and adds dilution.
On Aug 15, 2013 the company sold a further 328 Series E Preferred shares and warrants on 393,600 shares for about $325,000, on the same terms as the Aug 8 placement. They convert into 984,000 common shares. Small addition to the same raise.
12 Aug 2013capital raising announcement● NeutralMajor
On Aug 8, 2013 the company raised about $9 million by selling 9,091 Series E Preferred shares with warrants on 10,909,200 shares at $0.40. The remaining lender under the Feb 2011 Honig/Brauser credit facility swapped about $646,000 of debt into the same securities, and the $4.5 million facility was terminated. The filing totals 9,743 Series E shares, convertible into 29,229,000 common shares at $0.33; the company can redeem them after Feb 8, 2014 at 110%. This closes the open Honig/Brauser facility thread and removes that debt, but adds dilution and gives Series E holders approval rights over dividends and buybacks.
On Dec 3, 2012 the company sold 9,469,548 shares and 3,787,819 warrants ($0.50 exercise price, expiring Dec 7, 2015) for $3,125,000 gross, at $0.33 per share-plus-warrant unit. Placement agent Palladium Capital got 303,030 shares and 121,212 warrants in lieu of $100,000. The price is lower than the $0.40 units of early 2012, and more shares are created.
22 June 2012capital raising announcement▼ BadMajor
On June 19, 2012 the company sold 12,500,000 shares for $4,000,000 to Coeur d'Alene Mines and Frost Gamma, paying $150,000 plus 234,375 shares to a placement agent. Frost Gamma also agreed to convert all 3,284,396 Series C Preferred into 10,263,738 common shares and all 6,086,968 Series D Preferred into 19,021,775 common shares, and received 3,000,000 extra shares; a 9.99% ownership cap means part of the shares are delivered only after 61 days. This simplifies the preferred stock, but common shares increase substantially.
The Victoria Gold purchase near Relief Canyon, agreed March 23, 2012, closed on April 5, 2012: the company paid $2,000,000 cash, issued 10,000,000 shares and a 2-year warrant for 5,000,000 shares at $0.60 to Victoria Gold, and granted a 2% royalty on the owned claims. On April 9 it also issued 9,576,285 shares to holders of Continental-derived warrants in exchange for cancelling 31,920,953 warrants (300 shares per 1,000 warrants), and those holders gave up certain most-favored-nation provisions. On April 6 director Barry Honig signed a 3-year consulting agreement for a fully vested 10-year option on 12,000,000 shares at $0.35, $200,000 if at least $5,000,000 is raised from triggering events, and $500,000 on a change in control. The Series D Preferred authorization was raised to 7,500,000 shares. This resolves the Victoria closing and the open Continental warrant question, at the cost of new dilution.
What it means for a shareholder
5.0m new shares at $0.600 to raise about $2.0m. That's 2.7% dilution: every existing holder's slice gets 2.7% smaller. If you held $1,000 of shares (1,667 at the issue price), your slice goes from 0.000925% to 0.0009% of the company. To keep it you'd need 46 more shares - about $28 at the issue price.
On Jan 27, 2012 the company sold 1,376,250 units at $0.40 for $550,500 gross (each: one share plus a half-share warrant at $0.60 for two years), paying $30,000 in placement fees. It continues the same small, repeated unit sales at $0.40 since late 2011, with the same resale registration promise and liquidated damages of 1% per month up to 6%. More shares for existing holders to absorb.
What it means for a shareholder
1.4m new shares at $0.400 to raise about $550,500. That's 0.955% dilution: every existing holder's slice gets 0.955% smaller. If you held $1,000 of shares (2,500 at the issue price), your slice goes from 0.00175% to 0.00173% of the company. To keep it you'd need 24 more shares - about $10 at the issue price.
Between Nov 21 and Dec 1, 2011 the company sold 3,675,000 units at $0.40 for $1,470,000 gross, a lower price than the $0.50 units of September and October (each unit: one share plus a half-share warrant at $0.60). The holder of a 6% note converted $611,750 of principal into 1,529,375 units, and placement agents received $87,400 cash and 37,500 shares. It also settled with Shannon Briggs, a holdover from the sports business, ending all claims: it paid $37,500, ended his lockup on 400,000 shares and assigned its rights to certain future boxing proceeds. Separately, a holder agreed to cancel 450,000 shares and a 600,000-share option. New shares are cheaper than before, which dilutes existing holders; the Briggs settlement closes a leftover dispute from the Empire business.
On Oct 26, 2011 the company sold another 80,000 units at $0.50 ($40,000). It decided the unit sales together count as a 'Qualified Financing' under the $1,715,604 Frost Gamma note, so on Oct 31 it agreed with Frost Gamma to prepay $700,000 of principal, with Frost Gamma waiving prepayment of the rest and any default from the partial payment. Also on Oct 31, the conversion price on $600,000 of 5% convertible notes from February 2011 was cut from $1.00 to $0.65; the press release says five holders, including Chairman Barry Honig, converted them, with 957,692 shares issued for the $600,000 plus $22,500 of interest. Debt falls, but share count rises.
The company raised money three ways. On Sept 14, 2011 it sold a $1,715,604 secured 9% note to Frost Gamma (convertible at $0.50), with proceeds used to post additional Bureau of Land Management bonds for exploration and Phase One drilling at Relief Canyon. On Sept 29 it sold 3,284,396 Series C Preferred shares and two-year warrants on 9,853,188 shares ($0.60) to Frost Gamma for $3,284,396. It also sold 3,356,000 units at $0.50 (one share plus a half-share warrant at $0.60), $850,000 on Sept 8 and $828,000 in October. As a result, the conversion price on the $8 million August 2011 notes dropped from $0.55 to $0.50 under their anti-dilution terms, which adds dilution; the filing also confirms the Continental warrant cancellations behind the earlier settlement.
On October 3, 2011 the company settled the warrant buy-back claims by issuing 5,350,000 shares to the holders of the Continental warrants, at 2 shares per $1.00 they invested in Continental's offering, in return for cancelling those warrants and waiving anti-dilution protection from future offerings. This is how the dispute in the September release was settled; the cost to existing shareholders is the added shares.
On May 6, 2011 the company sold 410,000 restricted common shares at $0.60 each to accredited investors, raising $246,000. The form of subscription agreement describes a $500,000 offering, so this appears to be part or all of that target, and it adds a small amount of new shares.
1 Mar 2011capital raising announcement● NeutralMajor
On February 23, 2011 the company and its subsidiaries signed a credit facility of up to $4.5 million with co-chairman Barry Honig and Michael Brauser, at 6% interest and maturing January 31, 2012, to be used only to fund specific sports and entertainment events. The lenders and CEO Finkel also get 2,250,000 Series A Preferred shares convertible one-for-one into common stock, and a fee of 15% of the $4.5 million commitment payable only out of net profits from the events. Finkel agreed to cover one-third of any net event losses, and the preferred conversions are capped at 4.99% ownership (9.99% if waived). Shareholders face possible dilution from the preferred shares, and the loan is from a company insider.
