Piedmont Mining Company, Inc. company history: the story so far

History

Piedmont Mining spent 2007 to 2008 chasing Nevada gold through option deals funded by share placements, then in 2011 agreed a deal to swap its exploration business for a judgment recovery company.

2007-2008: Nevada options and small raisings

Piedmont Mining was a Nevada gold and silver explorer that relied on earn-in agreements, where it earned a stake in a property by spending money on it. In April 2007 it signed one with Miranda Gold U.S.A. on the PPM Project in Humboldt County. Piedmont could earn 55% by spending $1,750,000 over five years.

To pay for the work, it sold shares. In July 2007 a private placement of 3,750,000 units at $0.16 raised $600,000. Each unit carried a share plus a warrant, a right to buy another share later at $0.20. In May 2008 a second placement of 3,203,331 units at $0.15 raised $480,499.65, with warrants at $0.26. Each raising diluted existing shareholders.

Not everything worked. In June 2008 Piedmont ended its Dome-Hi Ho agreement with Toquima Minerals because drilling results were not encouraging enough. It turned instead to Willow Creek in Elko County, signing an option with Carlin Gold US to earn 51% by spending $3,500,000 over five years. It paid Carlin $300,000 and agreed to issue 100,000 shares.

2010-2011: A loan and a change of business

The record is quiet from mid-2008 until 2010. In June 2010 Piedmont settled a $237,165.91 loan from Columbus Gold by issuing 6,285,715 shares to a Columbus subsidiary, which also gave an irrevocable proxy, meaning it handed over the voting rights on those shares. Piedmont could buy the shares back for the loan amount during the holding period. Shares on issue stood at 78,376,025 at the end of both 2010 and 2011.

On March 4, 2011 Piedmont signed a share exchange agreement with Financial Resolutions of America Corporation (FRAC), a California judgment recovery business. FRAC holders would swap their shares for Series C Preferred stock. Conditions included raising $2M to $10M through Series B preferred shares at $1.00, replacing management, settling all Piedmont's liabilities, and spinning off the exploration business. After a reverse split, existing Piedmont holders would own about 1,000,000 of at most 20,000,000 shares. FRAC also bought 200,000 Series A Preferred shares, about 70% of the voting power, for a $479,290 promissory note, returnable if the deal ends.

As of March 10, 2011, the deal was not complete, and Piedmont still carried going-concern doubt.

Written from the 6 story beats below (2007 to 10 Mar 2011), which come from the company's own announcements and filings.

Beat by beat

The events that changed the company's story, in plain English, each written against everything known about the company at the time. The dot shows whether it was good, bad or neutral for shareholders.

shares on issue market cap (log scale)

201178.4m shares · US$1.3m market cap

10 Mar
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.
capital raising announcement
78.4m shUS$1.3m

2010

6 July
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.
capital raising announcement

2008

23 June
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.
material agreement termination
27 May
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.
capital raising announcement

2007

26 July
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.
capital raising announcement
23 Apr
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.
material agreement