Each one in plain English, with the numbers worked through for a shareholder.
31 Mar 2014asset acquisition disposition● NeutralMajor
Through TAG Minerals Zimbabwe, the company bought 100% of Wimfair Investments t/a Derbyshire Stone Quarry, a Harare-area stone and sand producer, for $1,450,000: $700,000 cash plus 25 million restricted company shares. The shares came from treasury, which the filing says means no dilution to existing shareholders. This is the company's first acquisition of an operating producer, versus earlier exploration-stage assets. The press release also mentions a prior Q1 2014 purchase of the Raptor Mine nickel and copper resource and says the company owns about 64% of Mabwe, down from about 80% in 2012.
20 Dec 2012asset acquisition disposition▲ GoodMajor
The company transferred the assets of its dental subsidiary Lantis Laser, Inc. to an entity set up by founders Baron and Gimbel, ending the dental business. In return it got back all 54,358,923 company shares held by them and their families, the right to buy back up to 14,400,000 shares at $0.04 through April 21, 2016 under their warrants, and forgiveness of $300,000 of debts including accrued salary. They received 3,000,000 shares of Mabwe Minerals. This resolves the open question about the dental business's future and the pending Baron/Gimbel arrangement, leaving the company focused on mining.
16 Aug 2012asset acquisition disposition● NeutralMajor
The company, now named Raptor Resources Holdings Inc., said its majority-owned subsidiary Mabwe Minerals Inc. bought 49% of Mabwe Minerals Zimbabwe for 25,000 Series B convertible preferred shares, convertible after 12 months into 1,250,000 company shares and 625,000 Mabwe shares. The filing says the structure meets Zimbabwe's 51% local ownership rule, with barite the initial focus. The press release says Dodge Mine rights were transferred to Mabwe and that barite mining is expected to start in the fourth quarter, with the first order announced this quarter (company expectations). This resolves the name question: the company is Raptor Resources Holdings. It also shows Mabwe as an 80%-owned subsidiary, whose relation to the earlier Raptor Networks deal is not explained in this filing.
14 Feb 2012asset acquisition disposition● NeutralMajor
Through TAG Minerals Zimbabwe, the company bought 100% of the mineral assets of Dodge mine blocks 1-6 in Zimbabwe (three mountains, 123 hectares, said to hold barite, limestone and talc) for $433,000 cash, payable in installments through November 30, 2012. The reserve and value claims come from management and the previous owner's drilling reports, and the press release says further drilling is needed to establish reserves. It extends the Zimbabwe mining business beyond gold.
On December 2, 2011 the company agreed to issue 5,000,000 of its shares for 55% of Raptor Networks Technology, Inc. (OTC: RPTN), which becomes a subsidiary. Pietrangelo will become its CEO and sole director, and Raptor Networks will reverse split and issue shares so Lantis Laser holds 80% afterward. This is another share-funded acquisition following Ontage and adds to the share count.
Amendment No. 3 to the March 2011 8-K, rewritten in response to SEC comments, restates the TAG Minerals merger: 165,000,000 shares (50% of the stock) issued to TAG's three stockholders on May 23, 2011, Pietrangelo made CEO and Chairman, Baron and Gimbel moving to the dental subsidiary. It says the company consolidated TAG from the April 22, 2011 acquisition date. No new events; it speaks as of the August 2, 2011 amendment.
The company filed the pro forma financial statements promised after the TAG merger. They show the combination treated as a reverse acquisition, with 307,452,356 pro forma shares, total assets of $25,059, liabilities of $2,196,702 and a stockholders' deficit of $2,171,643 at March 31, 2011. TAG itself contributed only $50 of assets and liabilities, and the company reported no revenue.
25 July 2011asset acquisition disposition● NeutralMajor
Through its affiliate TAG Minerals Zimbabwe, the company bought all the shares of Ontage Resources (Private) Limited for 5,000,000 newly issued Lantis Laser shares. Ontage holds a 10% stake in Slashwood Mining, which owns eight gold milling centers and 30 mining claims of about 2,000 acres and has 200 employees. This is the first acquisition after the TAG merger and adds further dilution; Ontage's financial statements were to be filed later.
The TAG Minerals merger closed on May 23, 2011, with Lantis Laser issuing 165,000,000 shares (50% of its stock) to TAG's three stockholders. Al Pietrangelo became CEO and Chairman, with Oppenheimer and Gurupira joining the board, while Baron and Gimbel left their parent roles and moved to the dental subsidiary. The company now runs gold mining through TAG, with the dental business held in a subsidiary. This completes the April agreement; TAG's financial statements and pro forma figures were still to be filed.
Lantis Laser filed a required information statement about the change in board control from the TAG Minerals merger; no shareholder vote is requested. It states 158,838,870 shares were outstanding as of April 26, 2011, that the TAG directors (Pietrangelo, Oppenheimer, Gurupira) will replace Baron and Gimbel on closing, and that TAG holds a 49%-owned operating subsidiary in Zimbabwe. This continues the merger announced April 22.
Lantis Laser agreed to merge with TAG Minerals Inc., a gold mining company, issuing 165,000,000 shares (50% of its outstanding shares) to TAG's stockholders. The two current directors, Baron and Gimbel, will step down and run the dental technology business through the subsidiary Lantis Laser, Inc., while TAG's officers take over the parent to pursue gold mining. Closing conditions include TAG lending $20,000 and Baron and Gimbel converting $1,080,000 of accrued salary and interest into five-year options on 14,400,000 shares at $0.075.
The company (filing as Lantis Laser Inc., the registrant named in this filing) sold an 8% convertible note to Asher Enterprises for $50,000, maturing May 5, 2011. The note converts into common stock at 58% of a market price based on the average of the three lowest closing bids over ten trading days, so a lower share price means more new shares issued to the lender and dilution for existing holders (inference).
