Each one in plain English, with the numbers worked through for a shareholder.
10 Mar 2011capital raising announcement▼ BadMajor
On March 4, 2011 Piedmont signed a share exchange agreement with Financial Resolutions of America Corporation (FRAC), a California judgment recovery business. FRAC shareholders would swap all FRAC stock for Piedmont Series C Preferred, with conditions including a Series B preferred raise of $2M-$10M at $1.00 per share, resignation of current officers and most directors, satisfaction of all Piedmont liabilities, and a spin-off of the current exploration and mining business. After a reverse split, the filing contemplates no more than 20,000,000 shares, with FRAC holders at 9,000,000 and existing Piedmont shareholders at 1,000,000. FRAC also bought 200,000 Series A Preferred shares (about 70% of voting power) for a $479,290 promissory note, giving it voting control now. If the deal ends, FRAC returns those shares in exchange for cancelling the note. The deal would change Piedmont from a Nevada gold explorer into a different business, and existing holders would own a small fraction of the result. The deal is not yet complete.
On June 30, 2010 Piedmont agreed with Columbus Gold Corporation and its US subsidiary to issue 6,285,715 new common shares to Columbus Canada, settling a loan of $237,165.91 (balance plus accrued interest) owed to Columbus; Columbus also gives an irrevocable proxy for the shares. Piedmont can buy the shares back for the loan amount while they are under the Rule 144 holding period. This dilutes existing shareholders, and it follows the earlier reports of Stephen Jones holding a very large share of votes (96% in Feb 2010). The earlier context listed no debt, so this loan is newly disclosed here.
On March 10, 2009 Piedmont signed a non-binding letter of intent with Nevada Eagle Resources (a Gryphon Gold subsidiary) on the Argentite gold property in Esmeralda County, Nevada. The parties plan to negotiate an option agreement once gold exceeds $1,000/oz for over 25 consecutive business days or after 90 days, under which Piedmont would earn 51% by spending $750,000 over five years. It adds to an existing 2006 lease with NER and the May 2008 Morgan Pass letter of intent.
23 June 2008material agreement termination● NeutralMajor
On June 16, 2008 Piedmont signed an option with Carlin Gold US to earn 51% of the Willow Creek property in Elko County, Nevada by spending $3,500,000 over five years, with Carlin managing the work at $62.50 per hour per employee. Piedmont also gave notice on June 19, 2008 ending its Dome-Hi Ho agreement with Toquima Minerals; the press release says drilling results were not encouraging enough to continue, and that Piedmont paid Carlin $300,000 and will issue 100,000 shares.
27 May 2008capital raising announcement● NeutralMajor
Piedmont closed another private placement on May 22, 2008: 3,203,331 units at $0.15, raising $480,499.65 before a $43,244.97 placement fee. Each unit has one share and a two-year warrant at $0.26, and the placement agent got 320,333 warrants at $0.15, so shareholders are diluted again; the press release says funds go to Nevada exploration and working capital.
What it means for a shareholder
3.2m new shares at $0.150 to raise about $480,500. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
Piedmont's board appointed V. Richard Rabbito to its Advisory Board and granted him 150,000 three-year options at $0.28 per share. The filing gives his background but no change to properties or finances.
26 July 2007capital raising announcement● NeutralMajor
Piedmont completed a private placement of 3,750,000 units at $0.16 each, raising $600,000 before a $20,000 placement fee and about $1,982 in expenses. Each unit has one share plus a half or full two-year warrant at $0.20, so existing shareholders are diluted; the company says it plans to accelerate exploration, and must file a resale registration within 60 days for some of the shares.
What it means for a shareholder
3.8m new shares at $0.160 to raise about $600,000. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
Effective April 17, 2007, Piedmont signed an option deal with Miranda Gold U.S.A. on the PPM Project in Humboldt County, Nevada. Piedmont can earn a 55% interest by spending $1,750,000 on exploration over five years (at least $175,000 in year one), then form a joint venture with Piedmont as operator. The press release adds that Piedmont must pay Miranda $25,000 within 30 days and can terminate on 30 days' notice after year one.
Piedmont's auditor, Pratt-Thomas & Gumb, told the company on October 31, 2006 it would resign after reviewing the September 30, 2006 quarter, and the company hired Dale Matheson Carr-Hilton Labonte on November 1, 2006 to audit 2006. The filing says there were no disagreements with the old auditor, but its reports for 2004 and 2005 included a going-concern doubt.
