RAVEN GOLD CORP company history: the story so far

History

Raven Gold took on Mexican projects with Tara Gold, funded them with undocumented loans, and by 2009 faced going-concern doubt and an auditor change.

2006-2007: Mexican deals and borrowed money

Raven Gold set out to build a position in Mexican gold and silver through Tara Gold Resources Corp. In September 2006 it disclosed an option to earn up to 60% of the La Currita Groupings and its mill, requiring 750,000 shares and at least $3.5 million of spending over 36 months, plus a binding letter of intent for up to 55% of the Las Minitas silver-gold project. The deals were described as dated May and June 2006, though later filings said they were signed on August 23, 2006. The filing also warned that the resource figures were historical and should not be relied on.

The auditor change that month drew questions. An amended report gave a new reason, wanting auditors closer to its new operations, and said the former auditor, Webb, had flagged that certain agreements were not properly disclosed in the April 2006 annual report.

In March 2007 the board said its quarterly statements for the period to July 31, 2006 could no longer be relied on. Previous management had borrowed $425,000 from unrelated lenders and wired it to Tara without formal loan agreements. On May 3, 2007 the La Currita deal was replaced with tougher terms: $250,000 at signing, three more May payments, 500,000 shares, and later stages of $1,375,000 and $2,875,000 of spending to reach 40% and 60%. Las Minitas was dissolved, with Tara keeping the sole option. On May 17, 2007 the borrowings were formalised, including the six $425,000 loans at 7% maturing between May 25 and August 23, 2007, and notes at 10%.

2008-2009: A quiet record and a new auditor

The record is quiet for the next two years. Later filings do not show whether the Tara payments were made or the loans repaid. In September 2009 Raven Gold dismissed its auditor, Moore & Associates Chartered, on August 27, 2009, the day the PCAOB revoked that firm's registration, and hired Seale and Beers, CPAs. The report on the year to April 30, 2009 carried a going-concern qualification, meaning doubt about the company's ability to keep operating. As of September 18, 2009 the company was based in Oklahoma City, led by Mike Wood, and still awaited a confirming letter from its old auditor.

Written from the 6 story beats below (2006 to 18 Sept 2009), 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.

2009

18 Sept
Raven Gold dismissed its auditor Moore & Associates Chartered (in place since September 2006) effective August 27, 2009, the day the PCAOB revoked that firm's registration, and engaged Seale and Beers, CPAs the same day. The filing says there were no disagreements with the old auditor, and its report on the year ended April 30, 2009 carried a going-concern qualification, continuing the going-concern doubt already in the company's history. The company had asked Moore for a letter confirming these statements but had not received it. The filing also gives the company's address as Oklahoma City and Mike Wood as President and CEO, which differs from the earlier Penticton BC address and the earlier CEO, Gary Haukeland.
auditor change

2007

1 June
On May 17, 2007 Raven Gold formalised its borrowings, which management found had never been documented: six loan agreements totalling $425,000 at 7% (the advances wired to Tara), three on-demand notes of $200,000, $500,000 and $500,000 at 10% covering $1,200,000 of earlier proceeds, and amended notes totalling $400,000 at 10% replacing earlier notes. This follows through on the plan in the April 2007 non-reliance notice. The filing shows the six $425,000 loans maturing between May 25 and August 23, 2007, so repayments fall due soon.
debt financing
9 May
On May 3, 2007 Raven Gold replaced its La Currita agreement with Tara. To earn an initial 25% it must pay $250,000 at signing plus $50,000, $205,000 and $100,000 by set May dates, and deliver 500,000 shares; further 500,000-share stages and $1,375,000 and $2,875,000 of exploration spending are required for 40% and 60%. It also pays $100,000 each anniversary. It also dissolved the Las Minitas agreement, releasing both sides from obligations, with Tara keeping the sole option on that property, so the Las Minitas interest announced in 2006 is ended.
material agreement
6 Apr
Raven Gold's board concluded on March 30, 2007 that its quarterly financial statements for the period ended July 31, 2006 should no longer be relied on. The filing says the previous management borrowed $425,000 from unrelated lenders between May and July 2006 and wired it to Tara as payments under the agreements, without formal loan agreements or, per the filing, the authority to borrow. The company plans to formalise the loans and amend the quarterly report, and says its disclosure controls were not effective for that quarter.
financial restatement

2006

29 Sept
Raven Gold amended the auditor-change report again with a different reason: it wanted auditors closer to its new operations that could commit staff to the July 31, 2006 quarterly report, which contradicts the earlier 'travelling' explanation. It also now says Webb told the company that certain agreements had not been properly disclosed as subsequent events in the April 30, 2006 annual report, a point that qualifies the earlier 'no disagreements' statement.
auditor change
22 Sept
Raven Gold disclosed two Mexican deals with Tara Gold Resources Corp.: an option to earn up to 60% of the La Currita Groupings and mill (needing 750,000 shares and at least $3.5 million of spending over 36 months), and a binding letter of intent for up to 55% of the Las Minitas silver-gold project. The filing says the resource figures are historical and should not be relied on. It describes both deals as dated May 30 and June 1, 2006, although they are reported months later; later filings say they were actually signed August 23, 2006.
material agreement