Each one in plain English, with the numbers worked through for a shareholder.
23 Mar 2006capital raising announcement● NeutralMajor
Azco raised $2,500,000 (about $2,270,000 net) in March 2006 from four institutional investors through 7% senior secured convertible notes, with warrants and rights to buy more notes. The notes convert at $1.58 per share, the warrants cover 791,139 shares at $1.58, and Azco can repay in cash or shares. Azco must register the shares for resale and pay 1% a month in damages if it is late, so existing shareholders face possible dilution.
Semple & Cooper resigned as Azco's auditor on September 23, 2004, and Azco engaged Stark Winter Schenkein & Co. of Denver the same day. Semple's report on the June 30, 2003 statements included a going-concern doubt paragraph, and the filing reports no disagreements. This is Azco's fourth auditor change since 2003.
An amended filing on the Raftery-to-Semple & Cooper auditor change. It adds that Raftery issued no reports during his engagement, that there were no disagreements, and that Azco's board approved the change; Raftery's letter to the SEC is attached.
Mr. Raftery resigned as Azco's auditor because he had not received final approval from the Public Accounting Oversight Board to audit public companies, so he could not issue the audit report for the year ended June 30, 2003. Azco hired Semple & Cooper, LLP of Phoenix effective February 14, 2004, its third auditor arrangement in about five months.
Azco engaged James E. Raftery, CPA, of Mesa, Arizona as its new auditor, effective October 31, 2003, replacing PricewaterhouseCoopers, which resigned in September. The filing says Azco had not consulted him on accounting questions before hiring him.
An amended version of the September 2003 filing on PricewaterhouseCoopers' resignation. It repeats the same disclosures and adds the auditor's letter to the SEC (dated September 30, 2003) and the original 8-K as exhibits; no new events are reported.
PricewaterhouseCoopers resigned as Azco's auditor on September 5, 2003. Its reports for fiscal 2001 and 2002 included a paragraph expressing substantial doubt about Azco's ability to continue as a going concern, and the filing reports no disagreements with the auditor.
Azco Mining (the filer, which appears under the Santa Fe Gold name) sold all its shares in its Mexican company Cobre del Mayo to Frontera Cobre del Mayo, Inc. on April 10, 2003. It received $200,000 at closing and is due $50,000 three months later, plus deferred payments tied to construction start ($250,000, or $500,000 if COMEX copper is above $1.00/lb) and commercial production ($500,000, or $1,000,000 above $1.00/lb). It also gets a $0.02/lb royalty in quarters when copper averages at least $1.20/lb, until deferred payments and royalty total $4,750,000; the later payments depend on the Piedras Verdes copper project going ahead.