20 Dec 2018listing compliance notice▼ BadMajor
ROYAL MINES & MINERALS CORP deregistered its securities, ending its obligation to file reports with the SEC.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
2 July 2018capital raising announcement● Neutral
On 13 June 2018 the company issued 1,200,000 units at $0.05 each for what the filing states as $20,000 in cash, each with a warrant to buy a share at $0.10 for two years. The filing's own numbers do not add up: 1,200,000 units at $0.05 would be $60,000, and the breakdown shows $20,000 for the US part and $40,000 for the foreign part. The company's address has changed to 1080 Wigwam Pkwy, Henderson NV. Another small placement in the long-running funding pattern.
8 Nov 2016capital raising announcement● Neutral
On 31 October 2016 the company issued 1,340,000 units at $0.05 each for $67,000 in cash, each with a warrant to buy a share at $0.10 for two years. The filing's breakdown (200,000 US units and 1,400,000 foreign units) adds up to more than the stated total, so the figures are inconsistent. This is another small placement in the company's usual funding pattern.
28 Sept 2016capital raising announcement▼ BadMajor
On 23 September 2016 the company replaced its April 2014 loan and joint venture agreement with GJS Capital with an amended one. The $150,000 loan stays at 6% but is extended to 31 December 2016, and GJS can still convert it at $0.05 per unit. The company issued 15,065,570 shares to settle $329,000 of debt, and agreed to transfer 1,400,000 of its 1,600,000 Gainey Capital shares to GJS. It also agreed to pay consultant Gregg Sedun 20% of net cash proceeds from any sub-licensees or joint venture partners he introduces. The filing does not mention the 50/50 joint venture from the original agreement; it says only that the original agreement is replaced in its entirety. This extends the GJS thread, dilutes shareholders, and gives away most of the Gainey shares received in 2013.
18 Sept 2015auditor change● Neutral
On 5 August 2015 the board dismissed auditor De Joya Griffith and appointed RBSM as the new auditor. The filing says De Joya Griffith's reports for the years ended 30 April 2015 and 2014 carried no adverse opinion apart from the going-concern uncertainty, and that there were no disagreements. This replaces the auditor appointed in 2011, and the going-concern doubt noted in earlier filings is still present.
2 Apr 2015capital raising announcement● Neutral
On 31 March 2015 the company issued 5,600,000 units at $0.05 each, for $170,000 in cash and to settle $110,000 of debt. Each unit has one share and one warrant to buy another share at $0.10 for two years. This continues the company's pattern of small $0.05 unit placements and dilutes existing holders. (The filing's own breakdown of the foreign placement cites $170,000 of debt settled, which does not match the $110,000 total in its opening paragraph.)
16 July 2014material agreement▲ GoodMajor
On 10 July 2014 the company signed a non-binding letter of intent with Lafarge North America to form a joint venture to commercialise its process for recovering precious metals from coal ash. Lafarge will provide a technician (up to 50 hours a month until 31 December 2014) and lab facilities at its own cost, and in return gets an exclusive right, subject to royalties, to use the technology at 28 coal-fired power stations under contract with it, up to 7 more to be identified, and at sites where it stores coal by-products. The venture still needs due diligence and a definitive agreement, the letter ends 31 December 2015, and the company must give Lafarge a business plan by 31 January 2015. This is a new potential partner for the coal ash technology, but no money or binding venture is in place yet.
21 Apr 2014material agreement● NeutralMajor
On 16 April 2014 the company signed a convertible loan with Bruce Matheson for up to $250,000 (of which $100,000 was advanced), at 6% interest, maturing 1 April 2015 and convertible into units at $0.05. If the full $250,000 is advanced and not converted, he may forgive the loan in exchange for an option to form a 50/50 joint venture for a plant using the company's coal ash metal recovery process, with him advancing $250,000 to the venture. The filing does not say whether Bruce Matheson is related to CEO Kenneth Ian Matheson.
21 Apr 2014material agreement● NeutralMajor
On 16 April 2014 the company took a $150,000 loan, already advanced, from GJS Capital Corp. at 6% interest, maturing 31 August 2014 and convertible into units at $0.05. If converted, GJS gets a net profits interest of 1% per $10,000 converted (ending at 8 times the converted amount) and may nominate a director. GJS also agreed to form a 50/50 joint venture company to build and operate a processing plant using the company's technology, with GJS advancing $250,000 plus up to 15% for contingencies.
22 Nov 2013capital raising announcement● NeutralMajor
On 18-19 November 2013 the company issued 27,220,000 units at $0.05 for $345,000 cash plus settlement of $1,016,000 of debt, each with a share and a warrant to buy another share at $0.10 for two years. Most of the debt settlement went through the 18,100,000-unit placement to directors, officers and their associates ($855,000 of debt). The company also agreed to give cash subscribers a net profits interest of 1% for each $10,000 of cash paid in future profits from its leaching technology, subject to definitive agreements. This dilutes existing holders and puts a profit claim on the technology.
2 Oct 2013material agreement termination▼ BadMajor
On 27 September 2013 the company released Golden Anvil from $983,055 of secured debt, which includes the $600,000 loan from August 2010. In exchange it received 2,000,000 shares of Gainey Capital Corp., issued as part of Golden Anvil's asset purchase deal with Gainey. This ends the Golden Anvil relationship: the 2009 letter of intent, toll processing agreement, the 2010 loan and the memorandum of understanding are all terminated. The Gainey shares are released from escrow in stages through October 2016 and cannot be traded before 2 October 2014. The joint venture the 2010 loan was meant to lead to did not materialise as described in the filing.
20 June 2012material agreement● NeutralMajor
On 14 June 2012 the company agreed with Phoenix PMX LLC that it would provide up to $600,000, in $100,000 monthly tranches from 20 June 2012, to set up pilot plants in Scottsdale and Phoenix using the company's Cholla Process for recovering gold from fly ash. Each tranche is a note payable after 180 days at 8% interest and convertible into units at $0.05 in the first three months. Phoenix PMX gets 80% of after-royalty gold sale proceeds until it recovers its advances, then 60%. It also gets the right to provide $5,000,000 for a full-scale plant if the pilot reaches commercial operation, and a first right on future plants needing up to $10,000,000 for 36 months. Shareholders would share gold revenue with this funder.
1 Feb 2012capital raising announcement● NeutralMajor
Late January 2012 brought several moves: 350,000 option shares were issued under the 2007 Clark County claims option agreements (5th anniversary payment); 2,742,789 foreign units ($137,139) and 9,000,000 insider-linked units ($450,000) were sold at $0.05 with $0.10 two-year warrants; and 640,000 shares were issued to consultant James Mack for services. The company also cancelled 18,000,000 warrants held by E-Ore Holdings LLC by agreement, and extended expiry of its outstanding 2009 and 2010 $0.10 warrants to February and January 2013. A four-week, $10,000 consulting agreement with Alvin Snaper covers moving the Cholla Project from bench scale to a 1,000 lb per hour plant in Scottsdale and Phoenix.
15 July 2011capital raising announcement● NeutralMajor
On 13 July 2011 the company issued 23,020,000 units at $0.05 for $1,151,000 in total, each with a share and a warrant to buy another share at $0.10 for two years. In the US placement, 21,700,000 units were issued for $500,000 cash and $585,000 of debt settlement; 1,320,000 units went to corporations owned by insiders or their associates to settle $66,000 of debt. This dilutes existing holders and continues the debt-for-equity pattern.
3 May 2011auditor change● Neutral
On 2 May 2011 the company dismissed its auditor Sarna & Company and appointed De Joya Griffith & Company, LLC. Sarna's reports for the years ended 30 April 2010 and 2009 had no adverse opinion but did include a going-concern uncertainty statement. The filing states there were no disagreements. The going-concern doubt noted earlier remains an open thread.
19 Jan 2011capital raising announcement● NeutralMajor
On 18 January 2011 the company issued 32,070,000 units at $0.05 for $1,603,500 in total, each with a share and a warrant to buy another share at $0.10 for two years. The consideration included cash and settlement of debt: the 19,320,000-unit insider placement covered $936,000 of debt for $30,000 cash, and the foreign placement settled $12,500 of debt. Directors, officers and their associates took the 19,320,000-unit insider placement. This dilutes existing holders and continues the pattern of settling debts with equity.
9 Nov 2010capital raising announcement● Neutral
On 4 November 2010 the board approved a private placement of up to 20,000,000 units at $0.05 each to non-US persons. Each unit is one share plus one warrant to buy another share at $0.10 for one year. The filing says there is no assurance any of it will be completed, so nothing has been raised yet. It continues the company's pattern of small unit placements.
What it means for a shareholder
20.0m new shares at US$0.050 to raise about US$1.0m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
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31 Aug 2010material agreement● NeutralMajor
On 25 August 2010 the company signed a loan agreement under which it advanced $600,000 to Golden Anvil, SA de CV so it could refurbish and relocate its mineral processing plant in Nayarit, Mexico. The loan carries no interest, matures 31 December 2011 and is to be secured by Golden Anvil's equipment and mineral claims. The filing says Golden Anvil's concentrates are processed at the company's Phoenix, Arizona facility, and that a memorandum of understanding for a joint venture is in final negotiation but not assured. If a joint venture is concluded the loan may be converted into a contribution to it.
4 Feb 2010capital raising announcement● NeutralMajor
On 31 January 2010 the company sold 29,455,500 units at $0.05 each for $1,472,775 in three private placements (US $80,000; foreign $192,775; a Section 4(2) placement $1,200,000). Each unit has one share and one warrant to buy another share at $0.10 for two years, so existing holders are diluted. Each placement is only part of a larger approved offering ($300,000 US, $200,000 foreign, $1,500,000 Section 4(2)), and the filing says the remainder may not be completed.
What it means for a shareholder
29.5m new shares at US$0.050 to raise about US$1.5m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
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24 Aug 2009capital raising announcement● Neutral
On 18 August 2009 the company issued 3,500,000 units (a share plus a warrant at $0.20 for two years) to settle $350,000 owed to an investor, an LLC whose two managing members are directors and officers of the company. This is a further debt-for-equity swap, following the July one, with a related party.
17 Aug 2009capital raising announcement● Neutral
On 14 August 2009 the company hired Mirador Consulting for six months, to February 14, 2010, to help seek equity financing and provide investor relations. It pays $6,700 for the first month and $4,000 monthly after, and Mirador buys 3,000,000 shares for $3,000 in total, half delivered at signing and half by 15 November 2009 if the agreement is still in force.
22 July 2009capital raising announcement● Neutral
On 16 July 2009 the company issued 2,500,000 units (one share plus a warrant at $0.10 for two years) to settle debts: 500,000 units for $25,000 owed to a director and 2,000,000 units for $100,000 owed to an existing shareholder. Debt is reduced in exchange for new shares, which dilutes existing holders.
26 Mar 2009material agreement▲ GoodMajor
On 24 March 2009 the company licensed its thiourea technology to Greene Lyon Group, LLC for five years, exclusive for extracting precious metals from recycled electronic scrap in North America. GLG pays the greater of $5,000 a year or 2% of the value of metals recovered. This is the first licensing of the technology acquired in the Royal Mines deal.
5 Sept 2008capital raising announcement▲ Good
The company sold 200,000 units at $0.50 each for $100,000 in a private placement completed 3 September 2008. Each unit has one share and a half warrant exercisable at $0.75 until 2 September 2010. This is a small raise to a non-US investor, far below the 15,000,000 units planned in 2007.
What it means for a shareholder
200,000 new shares at US$0.500 to raise about US$100,000. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
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17 Oct 2007auditor change● Neutral
The company amended its October 12 report to add the former auditor's letter. Telford Sadovnick resigned on 9 October 2007 because it had withdrawn its registration with the PCAOB, and Sarna & Company was engaged on 6 October. Telford's earlier reports carried a going-concern uncertainty statement, with no disagreements reported.
12 Oct 2007business combination▲ GoodMajor
The Royal Mines acquisition closed on 5 October 2007, with a second merger on 6 October renaming the company Royal Mines And Minerals Corp. It issued 32,183,326 shares to Royal Mines holders (about 69.7% of the company), Epp's 23,500,000 shares were cancelled for $23,500, and the company gained the Piute Valley Lakebed Claims, the leaching technology and a planned (not yet formalised) 51/49 Iron King tailings venture with Iron King Reclamation LLC. This completes the merger announced in September.
28 Sept 2007business combination● NeutralMajor
The company confirmed the merger agreement with Royal Mines Inc., a private Nevada exploration company with an interest in 25 mineral claims south of Searchlight, Nevada and a thiourea ore-leaching technology. It also said it plans a second merger to change its name to Royal Mines And Minerals Corp. The board also amended two planned private placements (US and foreign) to 7,500,000 units each, with half a warrant at $1.25 per share; no units had been sold yet and completion is not assured.
24 Sept 2007business combination● NeutralMajor
The company, then named Centrus Ventures Inc., agreed on 24 September 2007 to merge with Royal Mines Inc., issuing one share for each of Royal Mines' 32,183,326 shares, with closing expected around 5 October 2007. Kevin Epp is to give up 23,500,000 of his shares for $23,500 and be replaced as sole officer and director by William Charles Tao; this follows Epp's earlier role as the company's president and insider.