Ruby Creek Resources, Inc. company history: the story so far

History

Ruby Creek moved from a British Columbia exploration option into Tanzanian gold, funded by shares and convertible notes, then deregistered from SEC reporting in 2015.

2008-2010: From British Columbia to Tanzania

Ruby Creek began as an exploration-stage company with an option on the More Creek claims and no known reserves. In August 2008 it asked shareholders to approve moving its incorporation from British Columbia to Nevada, with existing holders receiving 8,337,001 Nevada shares one-for-one. By 2010 the move appeared complete, and the company was based in New York.

Its focus then turned to Tanzanian gold. In March 2010 it agreed to form Ruby Creek (Tanzania) Limited to run the 125 sq km Mkuvia Alluvial Gold Project, owned 70% by Ruby Creek, 25% by Douglas Lake Minerals and 5% by Mr. Mkuvia Maita. It also raised $200,000 by selling 1,600,000 units at $0.125 to 20 investors, each unit carrying one share and one warrant. The filings do not say what became of More Creek.

In June 2010 it bought a further 255 sq km from Douglas Lake Minerals, giving it all 380 sq km. The $6 million price was 4 million restricted shares valued at $0.80 plus $2.8 million in cash payable over three years to June 1, 2013.

2011-2015: Gold Standard Tanzania and deregistration

In January 2011 Ruby Creek agreed to buy 95% of Gold Standard Tanzania Ltd., which held a mining license, and separate mining equipment, for US$3,000,000 plus about US$585,000 of assumed liabilities. Half the price was to be paid through convertible debentures. A new agreement on August 11, 2011 changed the terms to $900,000 cash and two $1,000,000 convertible notes.

The deal closed on November 29, 2011 on revised terms. 1,200,000 Ruby Creek shares replaced the cash payment, and the notes became $974,000 (convertible at $1.00) and $1,026,000 (convertible at $0.75, immediately convertible in full). Ruby Creek gained the mining license, interests in two prospecting licenses, equipment and a camp. Its annual report had been notified as late on the same day.

Shares on issue stood at 47,744,749 at the end of 2012. The record then goes quiet until June 2015, when Ruby Creek deregistered its securities, ending its obligation to file reports with the SEC. Its latest disclosures leave the status of the Douglas Lake payments and the notes unresolved.

Written from the 7 story beats below (2008 to 1 June 2015), which come from the company's own announcements and filings.

Beat by beat

The events that changed the company's story, in plain English, each written against everything known about the company at the time. The dot shows whether it was good, bad or neutral for shareholders.

shares on issue market cap (log scale)

201547.7m shares · US$334k market cap

1 June
Ruby Creek Resources, Inc. deregistered its securities, ending its obligation to file reports with the SEC.
listing compliance notice
47.7m shUS$334k

201143.1m shares · US$52.1m market cap

5 Dec
Ruby Creek closed its purchase of Gold Standard Tanzania on November 29, 2011 (the deal first signed August 11, 2011): 95% of the company, its mining license, interests in two joint-venture prospecting licenses (349.75 and 89.06 sq km), mining equipment and the camp. Just before closing the terms were changed: 1,200,000 Ruby Creek shares replaced the $900,000 cash payment, and the two 8% 18-month notes became $974,000 (convertible at $1.00) and $1,026,000 (convertible at $0.75, all convertible immediately). Shareholders get the Tanzanian assets but with new shares to be issued and about $2.0M of convertible notes that could dilute them further.
asset acquisition disposition
43.1m shUS$52.1m
15 Aug
Ruby Creek signed a purchase agreement on August 11, 2011 with Gold Standard Ltd., Gold Standard Tanzania Ltd. and Robert J. Moriarty for 95% of Gold Standard Tanzania, its joint venture prospecting licenses, mining equipment, camp and mining license. The price at closing is $900,000 cash (plus $100,000 already paid as a deposit) and two $1,000,000 convertible notes at 8% interest, 18 months, convertible at $0.75 and $0.50 per share. Closing still needs conditions including Tanzanian ministry approval. The terms differ from the January 2011 agreement (cash and note amounts, and one agreement instead of two); the filing does not say whether it replaces the earlier one (inference: it likely does).
material agreement
14 Jan
Ruby Creek agreed on January 12, 2011 to buy 95% of Gold Standard Tanzania Ltd. (including a 25-year, 10 sq km mining license) and separate mining equipment, each for US$1,500,000, totalling US$3,000,000 plus roughly US$585,000 of assumed liabilities. Payment is US$500,000 cash on each agreement plus an 18-month US$1,000,000 convertible debenture on each, so US$2,000,000 of new debt that can convert into shares. This extends the Tanzania gold build-out beyond Mkuvia.
material agreement

2010

16 June
Ruby Creek bought the mineral and mining rights to a further 255 sq km of the Mkuvia Gold Project from Douglas Lake Minerals, so it now controls all 380 sq km, operated through its 70%-owned Tanzanian joint venture. The $6 million price is 4 million restricted shares valued at $0.80 ($3.2 million) plus $2.8 million in cash over three years to June 1, 2013; this adds to the earlier 125 sq km purchase for $3 million. Shareholders face future share issuance and cash payment obligations.
material agreement
17 Mar
Ruby Creek (now a Nevada company based in New York, so the move to Nevada appears to have been completed) agreed on March 7, 2010 to form Ruby Creek (Tanzania) Limited to run the 125 sq km Mkuvia Alluvial Gold Project, owned 70% by Ruby Creek, 25% by Douglas Lake Minerals and 5% by Mr. Mkuvia Maita. It also sold 1,600,000 units at $0.125 each ($200,000) to 20 investors; each unit has one share and one warrant, and two warrants buy one share at $0.25 for up to two years. This marks a shift from the earlier British Columbia exploration claims to Tanzania gold; the filing does not say what happened to More Creek.
listing compliance notice

2008

20 Aug
Ruby Creek filed a registration statement and proxy to ask shareholders to vote on moving the company's incorporation from British Columbia to Nevada and changing its authorized shares to 500,000,000 with $0.001 par value. Existing shareholders would receive 8,337,001 Nevada shares one-for-one; the company describes itself as an exploration-stage company with an option on the More Creek claims and no known reserves.
business combination