RIMROCK GOLD CORP.

8 Aug 2018listing compliance notice▼ BadMajor

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

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24 July 2015capital raising announcement▼ BadMajor

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.

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17 July 2015capital raising announcement▼ BadMajor

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).

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27 Oct 2014capital raising announcement▼ BadMajor

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).

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29 Aug 2014capital raising announcement▼ BadMajor

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.

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9 July 2014auditor change▼ BadMajor

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.

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10 June 2014auditor change▼ BadMajor

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.

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21 Apr 2014capital raising announcement▼ BadMajor

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.

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