Each one in plain English, with the numbers worked through for a shareholder.
14 Feb 2013asset acquisition disposition● Neutral
The company corrected its December 2011 filing, saying the HE-MAN LLC deal should have been described as an acquisition of the subsidiary's assets rather than of an acquired business. It also says the financial statements and pro forma figures promised within 71 days are not required and will not be filed. The amendment is signed by Mark G. Harrington as Interim CEO, which suggests (an inference) that Rocky Emery no longer held that role by February 2013.
The Red Arrow mine subsidiary (now American Patriot Gold, LLC) failed to pay interest and fees from October 1, 2012 and was in default on the Maximilian loan, which stands at about $9,000,000 borrowed. To get forbearance through March 1, 2013, the company transferred its ownership interests in Santa Maria Pacific Holdings LLC (the California oil and gas asset, valued at over $3,000,000) to the lender, and the subsidiary must repay the company that value by an intercompany account. The company also says its joint-venture partner Red Arrow Gold Corp., controlled by COO Craig Liukko, kept about $90,000 of gold sale proceeds that should have gone to the lender's blocked account. It fired Craig and Edwin Liukko for cause and sued them and Red Arrow Gold Corp. in Houston federal court. This ends the company's remaining oil and gas holding mentioned in earlier filings.
This amendment only corrects the Maximilian loan's maturity date in the September 5, 2012 filing from September 1, 2013 to September 1, 2014. It adds no other new information.
On August 28, 2012 the company and Maximilian amended the loan: $4,200,000 was outstanding at July 31, 2012, defaults were waived, new advances of $1,826,896 were approved, and the lender's share of mine net profits rose from 3% to 5%. The $0.20-per-share put on the 18,865,520 shares was removed and its $3,773,104 value was added to the loan balance. The press release says the original shares will be cancelled and the lender will get new restricted shares totalling 18.8 million. The 8-K gives a maturity of September 1, 2013, while the press release says 2014.
20 Dec 2011asset acquisition disposition● NeutralMajor
The company said it bought 100% of privately held HE-MAN LLC, whose main asset per the press release is a 49% interest in the Red Arrow gold mine in Colorado, a move from oil and gas toward gold mining. HE-MAN closed a $25 million, two-year secured credit line with Maximilian Investors at 18% interest, guaranteed personally by Chairman Rocky Emery. The company agreed to issue the lender 18,865,520 restricted shares (9.9% of its stock), to buy back up to all of them at $0.20 each under put options, and to give anti-dilution protection, so existing holders face dilution and a possible cash obligation. This is a later correction (see the February 2013 amendment) to how the deal was described.
On September 22, 2009 the company received a loan commitment offer from its President, Rocky V. Emery, for a revolving credit line of up to about $8 million, 35-month maturity, interest at prime plus 4% (floor 6%), and 4 million restricted shares as a fee. It depends on Emery arranging his own bank loan and has many contingencies, and the company says it cannot assure the loan will close. A director-level signature accepting it is dated September 24, 2009; the exhibit also has inconsistent acceptance dates and says collateral is 'None' while the cover text refers to collateral.
On November 10, 2008 the company sold 155 shares of new Series A Preferred Stock for $155,000, to be used for general corporate purposes. The preferred ranks ahead of common stock, pays 8% cumulative dividends, and converts at 1,000 common shares per preferred share (155,000 common shares in total, by calculation), so common holders rank behind it and could be diluted. The company promised to file a resale registration statement by January 10, 2009.
Rock Energy Resources (the renamed Hanover Gold) amended its option deal with Santa Maria Pacific and related parties on June 30, 2008. The three options became two, the price rose from $8,333,333 to $12,500,000 each, and the exercise deadlines moved to October 31, 2008 and January 5, 2009. A separate deadline to buy a 10% working interest in the Orcutt and NW Casmalia fields was extended to July 15, 2008. This continues the California option arrangement from December 2007; the filing does not say whether the company has exercised any option.
DeCoria, Maichel & Teague resigned as auditor on December 27, 2007 (accepted by the board January 8, 2008), and Malone & Bailey, P.C. was hired January 8, 2008. The filing says there were no disagreements and no adverse opinions. This follows the REP acquisition.
The Rock Energy Partners purchase is reported as done, turning the former mineral explorer into a Houston-based oil and gas company. The filing gives share counts of 434,998,793 to REP (slightly different from the 434,997,993 in the earlier filing) and 29,972,136 to consultants. It reports a one-for-eight reverse split to be proposed, an accumulated deficit of $33,969,037 as of September 30, 2007, a going-concern warning from its accountants, a 3.326% working interest in Santa Barbara County properties run by Santa Maria Pacific, and an option on a further 16.674% for about $35 million. Properties are in Texas (Wilcox trend) and California.
Hanover Gold agreed on December 21, 2007 to buy substantially all the assets of Rock Energy Partners L.P., an oil and gas explorer since April 2004, for 434,997,993 new shares. It also issued 29,972,136 shares to two consultants and paid them $625,000 cash. Against 35,029,071 shares outstanding beforehand, existing holders face heavy dilution (inference from the share numbers); closing was scheduled for December 27, 2007.
14 Mar 2007asset acquisition disposition● NeutralMajor
Hanover Gold completed the sale of all its mineral assets on March 8, 2007 to shareholders Roy and Marlene Moen (not affiliates) for $400,000 cash, after shareholder approval on February 21, 2007. This leaves the company without mineral assets.
This amends the December 2004 auditor-resignation filing. It repeats the same facts (DeCoria, Maichel & Teague resigned December 22, 2004, no disagreements, no adverse opinion) and appears to correct typos; no new substance is added.
Hanover Gold's auditor, DeCoria, Maichel & Teague, resigned effective December 22, 2004. The filing says its reports had no adverse opinion and there were no disagreements; it names no replacement auditor.
Hanover Gold Company (the name this company then used) reported a private sale of units of common stock and warrants to non-U.S. investors between August 31 and October 9, 2001. The filing's header mentions 1,500,000 units but the amount reported sold is 400,000 units for $60,000; each unit carries a warrant to buy a share at $0.25 until December 1, 2005, with Abraham Janz as placement agent.
