RIMROCK GOLD CORP.

RIMROCK GOLD CORP. suspended its duty to file periodic reports with the SEC.

listing compliance notice

On July 15, 2015 Rimrock Gold agreed with Redwood Fund and TJC Trading that TJC would buy $10,000 of Redwood's April 2014 $100,000 convertible note, with an option to buy more $10,000 pieces for 120 days. The company swapped that piece for a new $10,000 TJC note at 15% interest, and also issued TJC a separate note of up to $200,000 at 15% (6-month maturity per payment), of which $10,000 has been received. Both notes convert into shares at 35% of the average of the three lowest trading prices over 25 trading days (a 65% discount), capped at 9.99% ownership, so conversions could add many new shares. This continues the pattern of discount-priced convertible financing seen with Redwood and KBM.

capital raising announcement

On April 22, 2015 the company settled a dispute with Uptick Capital and Zahav Resources over a March 1, 2013 consulting agreement. It agreed to pay $25,502.59 plus legal fees (of which $7,500 had been paid), issue 4,000,000 common shares, and issue 400 new Series B preferred shares. CEO Jordan Starkman received a further 100 of the 500 Series B shares, which carry votes and each convert into 0.10% of outstanding common stock. The company also filed on July 13, 2015 to raise authorized common stock from 1,900,000,000 to 2,900,000,000. The filing does not say why; the very large authorized share count suggests heavy dilution has already occurred or is expected (inference).

capital raising announcement

On September 30, 2014 the company amended the Redwood note and warrant from April: the conversion price drops from $0.075 to $0.03 and the warrant price from $0.10 to $0.04, the maturity is changed to the earlier of six months from the amendment or 30 days before the KBM note converts, and Redwood waives past defaults. The filing does not say why. On October 21, 2014 the company also closed a second KBM note for $42,500 (8%, maturing July 3, 2015, convertible after 180 days at 58% of the lowest-three-price average, 4.99% ownership cap). Both changes make further dilution more likely for existing shareholders (inference).

capital raising announcement

On August 29, 2014 the company borrowed $88,500 from KBM Worldwide through an 8% convertible note maturing May 27, 2015. After 180 days KBM can convert into shares at 58% of the average of the three lowest trading prices over the prior 20 trading days (a 42% discount), so conversions could dilute shareholders, subject to a 9.99% ownership cap. Unpaid amounts carry 22% default interest, and the company gave KBM a right of first refusal on financings under $100,000 for six months. This is a new lender after the Redwood note of April 2014.

capital raising announcement

This third amendment repeats the earlier restatement and adds three points: the company decided on January 17, 2014 that the 2013 accounts could not be relied on, the August 2012 accounts were also affected, and the board (with no audit committee) discussed this with its accountant. It also says the Second 10-K Amendment was filed on June 12, 2014, and lists the quarters affected (November 2012, February 2013, May 2013). The restated figures shown are the same as in the prior amendment.

auditor change

This amendment to the December 2013 auditor-change filing says the former auditor DNTW is no longer registered with the PCAOB and the SEC barred its two partners from practising before it on May 20, 2014, so its reports can no longer be used in filings. The August 2012 figures are now treated as unaudited and must be re-audited by a firm allowed to practise before the SEC; the August 2013 year stays audited by Schwartz Levitsky Feldman. It also reports that the 2013 annual accounts should no longer be relied on: restated mineral property claims fall from $3,327,117 to $379,970 (the filing says the claims were acquired under common control and carried at the transferor's book value), total assets fall from $3,444,920 to $497,773, and the 2013 net loss rises from $798,606 to $1,225,857.

auditor change

On April 14, 2014 the company sold Redwood Fund LP a $100,000 convertible note (12% interest, due in six months, convertible after 120 days at $0.075 per share) plus a five-year warrant for 100,000 shares at $0.10. Redwood may within 30 days buy a second $150,000 note with a warrant for up to 150,000 shares. The conversion price is below the $0.20 paid in the February 2013 placement, and the warrant price adjusts downward if shares are issued cheaper, so further dilution is possible. The default interest rate is the lesser of 20% per annum or the legal maximum.

capital raising announcement

On May 3, 2013 the company agreed to buy 100% of the Silver Cloud gold-silver property in Nevada from Geologix, for 500,000 shares (a further 250,000 shares if more than two million ounces of gold reserves are delineated). The property is subject to royalties of 2% to Royal Gold and 3% to underlying claim owners. It sits next to the West Silver Cloud claims the company gained in the February merger, extending its Nevada gold position. The filing gives 522 claims in the text but 552 in the press release, so the claim count is inconsistent.

asset acquisition disposition

The merger with Rimrock Mining closed on February 11, 2013: the company acquired the Rimrock Property, West Silver Cloud and Pony Spur gold properties in northeast Nevada (almost 2,000 acres) for 17,800,000 shares, after the 1-for-8 reverse split on February 8 cut shares from 66,435,908 to 8,304,488. The new shares represent 68.19% of the company on a fully diluted basis, so existing holders were heavily diluted. Richard Redfern joined as director and VP of Exploration, and the company also raised $502,000 gross in a private placement at $0.20 per share with $0.30 warrants. This resolves the pending merger thread. Audited financials and pro forma figures for the acquired business are still to be filed.

business combination

Renamed Rimrock Gold Corp. on January 24, 2013, the company signed a merger agreement to acquire three prospective gold exploration properties in northeast Nevada (Rimrock Property, West Silver Cloud, Pony Spur) for 17,800,000 post-split shares. Closing requires a 1-for-8 reverse split (66,435,908 shares down to 8,304,488) and FINRA approval, and Richard Redfern is to join as director and VP of Exploration on closing. This shifts focus from the Quebec lithium properties, which remain its current exploration assets.

business combination

On May 11, 2012 Tucana bought the Lac Kame and EM-1 properties in the Nemaska area of James Bay from a group represented by Alain Champagne, for 2,000,000 shares and $3,000 cash, with further cash and share payments ($50,000/1,000,000 shares at $1M spent, $100,000/1,000,000 at $2.5M, $150,000/1,000,000 at $5M) and a 3% royalty. It also sold its subsidiary Pay By The Day Company Inc. to CEO Jordan Starkman, who took on its liabilities, ending the legacy business from the earlier name.

asset acquisition disposition

On November 29, 2010 the company agreed to buy 100% of the Abigail Lithium Project (222 cells, 11,844 hectares, James Bay, Quebec) from Alain Champagne and others. It issued 15,000,000 shares and will pay $250,000 in cash ($100,000 at 90 days, $150,000 at 180 days after closing), commit to at least $300,000 of exploration starting by May 16, 2011, and pay a 3% royalty on any commercial production. This moves the company from the failed technology plan into mineral exploration.

capital raising announcement

On August 20, 2010 the company received notice that the Grail Semiconductor letter of intent was terminated, which the filing attributes to the company's inability to raise preliminary funding during due diligence. The 61,647,250 shares issued to Oteegee International will be cancelled, reversing the July share exchange; the company will convert its advances into equity of Grail Semiconductor and Solar Utilities and has agreed in principle to buy a 4.5%-5.7% stake in Grail from existing shareholders, with terms to follow on closing.

material agreement

Now named Oteegee Innovations, the company closed a share exchange on July 6, 2010: it issued 61,647,250 restricted shares (on May 11, 2010) for 40% of Oteegee International Holdings, a Hong Kong company holding international marketing and distribution rights to Oteegee IPR technologies. It also agreed to raise 'First Phase Funding' within thirty days; this was the first of three agreements expected under the Grail letter of intent.

capital raising announcement

Then called Pay By The Day Holdings, the company signed a non-binding letter of intent on March 12, 2010 to acquire all the assets of Grail Semiconductor and exclusive rights to other technologies (chips, solar, water, health products). It would be subject to due diligence, definitive agreements and raising funds, and would involve a name change to Oteegee Innovations Inc. and a 10-for-1 forward share split.

material agreement