RAPTOR RESOURCES HOLDINGS INC. company history: the story so far

History

A dental laser company became a Zimbabwe-focused mining group through share-funded deals in 2011-2012, then in 2014 bought its first operating producer, a stone quarry.

2011: From dental lasers to gold

In April 2011 Lantis Laser, a dental technology company, agreed to merge with TAG Minerals Inc., a gold mining company. It issued 165,000,000 shares, half of its stock, to TAG's stockholders. The deal closed on May 23, 2011. Al Pietrangelo became CEO and Chairman, and founders Baron and Gimbel moved to the dental subsidiary. As a closing condition, they converted $1,080,000 of accrued salary and interest into options over 14,400,000 shares at $0.075.

The company kept paying for growth with shares. In July 2011 it issued 5,000,000 shares for Ontage Resources, which holds a 10% stake in Slashwood Mining, a gold milling business. In December it agreed to issue another 5,000,000 shares for 55% of Raptor Networks Technology, with a plan to reach 80%. Whether that was completed is not confirmed. Shares on issue rose from about 140 million at the end of 2010 to about 378 million at the end of 2011.

2012-2013: Barite and a clean break

In February 2012 the company bought the Dodge mine blocks in Zimbabwe, said to hold barite, limestone and talc, for $433,000 in installments through November 2012. The press release said more drilling was needed to establish reserves. By August the company was named Raptor Resources Holdings. Its subsidiary Mabwe Minerals bought 49% of Mabwe Minerals Zimbabwe, a structure meant to meet Zimbabwe's 51% local ownership rule, and the Dodge rights moved into Mabwe. The company expected barite mining to start in the fourth quarter of 2012, but the record does not confirm that it did.

In December 2012 the company ended the dental business by passing it to Baron and Gimbel. It got back 54,358,923 shares, a right to buy back up to 14,400,000 shares at $0.04 through April 21, 2016, and forgiveness of $300,000 of debts. They received 3,000,000 Mabwe shares. Shares on issue fell to about 330 million at the end of 2012. The record for 2013 is quiet.

2014: A producing quarry

On March 31, 2014 the company bought Derbyshire Stone Quarry, a Harare-area stone and sand producer, for $1,450,000: $700,000 in cash plus 25 million shares from treasury. It was the company's first operating producer. It also mentioned a Q1 2014 purchase of the Raptor Mine nickel and copper resource. At that date it owned about 64% of Mabwe, down from about 80% in 2012; the record does not explain why. It still depended on outside capital, and it was unclear whether barite sales had begun.

Written from the 8 story beats below (2011 to 31 Mar 2014), 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)

2014373m shares · US$6.4m market cap

31 Mar
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.
asset acquisition disposition
373m shUS$6.4m

2012382m shares · US$3.8m market cap

20 Dec
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.
asset acquisition disposition
382m shUS$3.8m
16 Aug
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.
asset acquisition disposition
378m shUS$4.2m
14 Feb
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.
asset acquisition disposition
378m shUS$13.6m

2011366m shares · US$12.8m market cap

7 Dec
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.
material agreement
366m shUS$12.8m
25 July
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.
asset acquisition disposition
351m shUS$12.3m
24 May
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.
business combination
140m shUS$1.0m
26 Apr
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.
business combination
140m shUS$1.1m