Each one in plain English, with the numbers worked through for a shareholder.
23 June 2021capital raising announcement▲ GoodMajor
On June 15, 2021 the company closed the subscription-receipt placement: 6,460,872 receipts at CAD$0.15 for CAD$969,131, held in escrow with Computershare. Combined with the May unit placement, the company says it raised CAD$1,546,581.2 in total. The money is released, and the receipts convert into shares plus warrants, only once the shares list on a recognized Canadian exchange; if that has not happened by Sept 30, 2021 (or a later agreed date), the money is returned and the receipts cancelled. Finders get 7% cash and 7% warrants at release. The Canadian listing is therefore now a condition for this funding to reach the company.
20 May 2021capital raising announcement▲ GoodMajor
On May 17, 2021 the company closed the unit part of its private placement: 3,849,668 units at CAD$0.15 for CAD$577,450.20, each with one share and a warrant at CAD$0.20 for two years. Director Michael Thompson bought 233,334 units. This adds about 3.85 million shares, with up to the same number more if warrants are exercised, so existing holders are diluted. The company also upsized the subscription-receipt offering to CAD$550,000, for up to CAD$1,150,000 in total. Proceeds are intended for the Carrizal property and working capital.
What it means for a shareholder
3.8m new shares at C$0.150 to raise about C$577,450. That's 8.5% dilution: every existing holder's slice gets 8.5% smaller. If you held C$1,000 of shares (6,667 at the issue price), your slice goes from 0.0162% to 0.0148% of the company. To keep it you'd need 623 more shares - about C$93 at the issue price.
18 Feb 2021capital raising announcement▲ GoodMajor
The Nevada-to-British Columbia move was completed effective Feb 10, 2021, after shareholders approved it at a Feb 9 meeting with 99.9% of votes cast. The same vote ratified the royalty agreements with insiders, elected five directors and approved the auditor. This resolves the S-4 thread. The company also announced a private placement of up to CAD$1,000,000 at CAD$0.15 (subscription receipts and/or units), with the subscription-receipt money held in escrow until a Canadian exchange listing and returned if that does not happen by Sept 30, 2021; there is no assurance it will complete.
The company filed Amendment No. 1 to its Form S-4, continuing the proposed move from Nevada to British Columbia with shareholders receiving shares one-for-one (41,218,008 shares as of Nov 30, 2020). The meeting date and record date are still blank, and the agenda is unchanged from the December filing: the conversion, five directors, auditor, pay vote, and ratification of the royalty grants to Caitlin Jeffs, Richard Jeffs and Joao da Costa. The visible text shows no new substantive terms; the filing is still subject to completion.
On Dec 7, 2020 the company issued a corporate update announcing the proposed move from Nevada to British Columbia (aimed at easier fundraising and, with no assurance, a future Canadian listing) and filing of a new technical report on the Carrizal copper-cobalt-gold property dated Nov 28, 2020. It says since July 2018 it cancelled $1,979,844 owed to insiders and $351,952 owed to contractors and employees, and management has worked without pay since July 2018. The Carrizal property is 21 exploitation concessions totalling 3,278 hectares (Farellon and Perth), and COVID-19 has limited Chilean field work. This backs up the S-4 filed days earlier and the July 2020 royalty sale; it does not mention the 2017 Power Americas LOI.
The company filed a Form S-4 proposing to move its legal home from Nevada to British Columbia, with existing shareholders receiving shares one-for-one (41,218,008 shares outstanding as of Nov 30, 2020). The shareholder meeting would also elect five directors and ask holders to ratify the July 2020 royalty grants to Caitlin Jeffs, Richard Jeffs and Joao da Costa; the shares are expected to stay quoted on OTC Pink as RMES. Dissenters' rights are offered, and the filing is not yet effective or voted on.
On July 29, 2020 the Chilean subsidiary sold net smelter royalties on its Carrizal-area concessions (including Farellon, Perth, Quina and Exeter) to Richard Jeffs, Caitlin Jeffs and Joao da Costa for a combined $5,000. Royalty rates are 0.75%-1.25% for Richard Jeffs, 0.45%-0.75% for Caitlin Jeffs and 0.30%-0.50% for da Costa depending on the property. If commercial exploitation has not begun within two years, each purchaser is paid $10,000 a year, and the deal is not complete until registered in Chile. These are related-party deals, so future production revenue would be shared with insiders; the filing does not say whether shareholders approved it.
On Jan 30, 2020 the company settled US$167,103.91 it owed CEO Caitlin Jeffs under convertible notes by issuing her 3,713,420 shares at a deemed US$0.045 per share. This cuts company debt owed to an insider and adds shares, so other shareholders are diluted slightly. It continues the pattern of Jeffs-family related-party dealings.
On Feb 28, 2017 the company signed a non-binding-style letter of intent with Power Americas Minerals Corp to sell, through three successive options, its Farellon, Perth and Mateo properties in Chile for 25 million Power Americas shares plus a one-time US$250,000. Farellon comes first (10 million shares plus the US$250,000, within five business days of TSX Venture Exchange acceptance), then Perth (10 million shares or special warrants), then Mateo (5 million shares or special warrants). The deal needs TSXV approval and each later option is at Power Americas' choice. This follows the TomaGold share-sale LOI of 2016; the filing does not say what happened to that LOI, so it remains unresolved here.
On September 16, 2016 the company signed a non-binding letter of intent with TomaGold Corporation for TomaGold to acquire all 34,290,302 shares for total consideration of CAD$3,250,000. Up to CAD$500,000 would be paid in cash towards the company's debts and the rest in TomaGold class A shares priced at the 20-day average, with a floor of CAD$0.15 and cap of CAD$0.20. The deal requires a definitive agreement, TomaGold raising CAD$700,000, and shareholder, court and exchange approvals; the letter lapses on November 15, 2016 unless extended. A CAD$175,000 break-up fee applies in set circumstances. If completed, shareholders would be bought out for TomaGold shares, but this is not yet agreed.
The subsidiary signed the delayed option on the 235-hectare Exeter claim next to Farellón, this time with Minera Stamford S.A. rather than the vendor named in the 2014 memorandum. It pays US$150,000 over four years (US$25,000 on signing), only if the company keeps the option, and the vendor keeps a 1.5% royalty that can be bought out for US$750,000. This completes the Exeter part of the May 2014 memorandum; the CEO says it completes the property acquisition plans for the project.
The subsidiary signed an option on the 252-hectare Quina claim next to Farellón, under the May 2014 memorandum of understanding. The price is US$150,000 in cash and shares over four years, payable only if the company keeps the option, with a 1.5% royalty to the vendor that can be bought out for US$1,500,000. The second concession in the memorandum (Exeter) is delayed, with only a verbal agreement to extend. The attached news release also says Geoactiva notified the company it will not continue the Perth option, after completing its required exploration (30 drill holes, 3,956 metres); this ends the April 2013 Perth deal, which had been the company's cash-flow hope. The release does not say whether payments beyond those already made were received.
On May 27, 2014 the Chilean subsidiary signed a memorandum of understanding with David Marcus Mitchell for an option on two mining concessions next to the Farellón property. The total price is US$300,000 in cash and company shares over four years, payable only if the company keeps the option alive, and the vendor keeps a 1.5% royalty that can be bought out for US$1,500,000. Any shares issued would be priced on a 30-day average and would dilute existing holders. This extends the Farellón project area; the final option agreement is not yet signed.
The Perth option with Geoactiva SpA, which was only a memorandum of understanding in February and had its due diligence extended in April, was signed on April 30, 2013. Geoactiva must pay US$1,000,000 in instalments and spend US$3,500,000 on exploration over 48 months; US$37,500 was paid at signing. The company keeps a 1.5% royalty if commercial production starts, which Geoactiva can buy out for set per-ounce amounts. The option ends if Geoactiva misses a payment. This resolves the open question of whether the Perth agreement would be signed.
The company's subsidiary extended Geoactiva's due diligence period on the Perth property by 30 days, to May 12, 2013. If Geoactiva has not signed the option agreement by then, its right to buy the concessions expires, so the February deal is still not final.
The company's Chilean subsidiary signed a memorandum of understanding with Geoactiva Spa for Geoactiva to take an option on the company's 'Perth' mining concessions. If it goes ahead, Geoactiva would pay US$1,000,000 in instalments over four years and spend US$3,500,000 on exploration, while the company keeps a 1.5% royalty. Geoactiva gets a 60-day due diligence period with exclusivity, and the final option agreement has not yet been signed. This is the first sign the company is seeking to option out a property rather than spend on it.
The company sold 267,335 units at $0.45 each to two investors (Amir Vahabzadeh and Jonathan Davidson), raising $120,301. Each unit has one share and a two-year warrant at $0.65 per share, which dilutes existing holders slightly.
What it means for a shareholder
267,335 new shares at US$0.450 to raise about US$120,301. That's 1.5% dilution: every existing holder's slice gets 1.5% smaller. If you held US$1,000 of shares (2,222 at the issue price), your slice goes from 0.0126% to 0.0124% of the company. To keep it you'd need 34 more shares - about US$15 at the issue price.
The company sold about 6,723,333 units at $0.30 each (gross $2,017,000, net about $1,862,462), each unit being one share plus a two-year warrant at $0.50. The press release says the money is for the next drilling phase at the Farellon copper-gold project, initial exploration at the Mateo project and working capital; senior management took part. The company must file a resale registration statement within 60 days, and the new shares and warrants dilute existing holders.
What it means for a shareholder
6.7m new shares at US$0.300 to raise about US$2.0m. That's 40% dilution: every existing holder's slice gets 40% smaller. If you held US$1,000 of shares (3,333 at the issue price), your slice goes from 0.0326% to 0.0197% of the company. To keep it you'd need 2,194 more shares - about US$658 at the issue price.
Richard N. Jeffs, a significant stockholder and father of the CEO, lent the company $11,000 on May 8 and $7,000 on May 12, 2009. The loans are repayable on demand and carry 8% annual interest, compounded monthly.
The company's Chilean subsidiary signed a consulting agreement with Minera Farellón (April 1 to December 31, 2009) for project administration at about $3,000 a month, with optional truck and office rentals of about $1,000 a month each. Minera Farellón is half owned by Richard N. Jeffs, the father of the company's president. Separately, an amendment extended the deadline for the option term, royalty transfer and sale price payment under an option to purchase contract from April 10 to October 10, 2009.
The company raised $1,000,000 by selling 4,000,000 units at $0.25 to four non-US investors; each unit is one share plus a warrant to buy another share at $0.35 until April 21, 2010. It said it would use the money for working capital and property payments, and on April 25, 2008 it paid $250,000 to Minera Farellón and $300,000 to the property owner to complete the Farellón option and acquire title, resolving the payments set out in the October 2007 deal. The new shares and warrants dilute existing holders.
The company's wholly owned Chilean subsidiary, Minera Polymet, agreed to take over Minera Farellón's option to buy the Farellón Alto Uno al Ocho mining holding (66 hectares, Atacama region, Chile) for US$250,000, payable once the assignment is recorded in Chile. To acquire the property it must pay a further US$300,000 to the owner by May 4, 2008, plus a 1.5% monthly royalty once exploitation starts (minimum US$1,000 a month, until US$600,000 in total royalties). This is a new Chilean project, separate from the earlier Ontario claims.
The company (then named Red Lake Exploration) disclosed that three mining claims in the Red Lake district of Ontario, held in trust by its president John Di Cicco, received a government extension to November 27, 2006 to do and file exploration work. It also verbally engaged Coast Mountain Geological to run a 15 to 20 line-km magnetometer survey and file the report, at an anticipated cost of $13,700.
