Past year: ▲ 11%(0.45c – 0.84c USD)
Each one in plain English, with the numbers worked through for a shareholder.
2 July 2008capital raising announcement● Neutral
On June 25, 2008 the company issued 1,400,000 shares to the Searchlight claim owners, the final installment under the February 2005 option agreements. This completes the share payments for the Searchlight claims and adds to the share count.
21 Feb 2008capital raising announcement▲ GoodMajor
On February 7, 2008 the company closed the two $1.60 placements announced in January: 1,637,500 non-US units for $2,620,000 (387,500 over the approved amount, plus 80,000 commission shares) and 1,643,750 US units for $2,630,000, each unit being a share plus a half warrant at $2.40 for two years; the US offering was then terminated. It also hired RJ Falkner for investor relations at $3,000 a month for one year, and said the first Clarkdale production module could start as early as mid-April 2008. This completes the open offerings (about $5.25 million raised, over the up-to-$5M planned) at the price that dilutes earlier holders.
5 Feb 2008capital raising announcement▲ Good
On January 30, 2008 the company issued 3,890,000 shares after holders exercised the January 2006 warrants at $0.65 each before they expired on January 18, 2008 (3,690,000 to accredited US investors, 200,000 to a non-US person). At $0.65 a share that is about $2.5 million of cash (calculated from the text), and it resolves the outstanding January 2006 warrants while adding shares.
3 Jan 2008capital raising announcement● NeutralMajor
On December 26, 2007 the company sold 3,125,000 units at $1.60 to the Arlington Group Limited for $5,000,000, plus 156,250 commission shares, so Arlington received 3,281,250 shares and 1,562,500 warrants at $2.40 for two years. The company also approved further offerings of 1,250,000 non-US units and 1,875,000 US units at $1.60 (up to $5,000,000 total), none yet sold and with no assurance they will complete. The $1.60 price is well below the $4.50 warrant price of the early-2007 placements and the $2.87 share price in October 2007, so this raise is dilutive (inference).
What it means for a shareholder
3.1m new shares at US$1.60 to raise about US$5.0m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
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10 Oct 2007material agreement● Neutral
On October 4, 2007 the company engaged DCM Structured Finance Limited of London to advise on financing for the Clarkdale Slag Project. DCMSF earns a 1% fee on any financing it introduces plus warrants over 0.5% of the principal amount at $2.87 (the October 4 closing price); the engagement ends at full project financing or nine months. This is the first sign of the project-financing effort, with no financing yet arranged.
10 May 2007material agreement● Neutral
Effective May 8, 2007 the board stopped granting options under the 2003 Nonqualified Stock Option Plan and capped the 2007 Stock Option Plan at 4,000,000 shares. This limits future employee option grants to that plan.
26 Apr 2007asset acquisition disposition● Neutral
An amendment to the February 2007 Transylvania completion report. The deal terms are unchanged; the amendment adds unaudited pro forma financial statements (Exhibit 99.3) showing the effect of the acquisition. No pro forma figures appear in the text provided.
29 Mar 2007capital raising announcement▲ GoodMajor
On March 22, 2007 the company closed a non-US placement of 2,226,161 units for $6,678,483, sold through agent D&D Securities Company. Each unit is one share plus a half warrant at US$4.50 for two years; the agent received $525,386.22 and warrants over 75,175 shares. Proceeds are for initial construction funding of a metals recovery facility at Clarkdale and general corporate purposes. This appears to be the follow-on placement approved in the earlier filing (inference), and it adds more shares and warrants.
5 Mar 2007capital raising announcement▲ GoodMajor
On February 23, 2007 the company closed private placements raising $14,912,002: 4,520,668 units for $13,562,002 from US investors and 450,000 units for $1,350,000 from non-US investors. Each unit is one share plus a half warrant at $4.50 for two years; about $10.1 million went to complete the Clarkdale purchase, with the rest for working capital and initial construction funding. The board also approved a further placement of up to 2,333,333 units (up to US$7 million), with no assurance it will complete. This provides the financing for the Transylvania purchase, but adds new shares and warrants.
26 Feb 2007auditor change● Neutral
An amendment to the February 2007 auditor-change report that repeats the same text and adds the former auditor's letter to the SEC as Exhibit 16.1. No new facts about the change itself are given in the text provided.
23 Feb 2007auditor change● Neutral
On February 16, 2007 the company dismissed its auditor Kyle L. Tingle, CPA, LLC and appointed Brown Armstrong as its new auditor, on the audit committee's recommendation. The filing reports no disagreements with the former auditor; its 2005 report carried a going-concern uncertainty.
22 Feb 2007asset acquisition disposition▲ GoodMajor
On February 15, 2007 the company completed the Transylvania acquisition from Verde River Iron Company by merging it into its subsidiary Clarkdale Minerals LLC, so it now holds 100% title to the Clarkdale Slag Project land. It paid $9,900,000 at closing (plus the earlier $200,000) and issued 16,825,000 shares, about 20% of the company at February 22, 2007 (slightly more than the 16,000,000 shares in the option terms); ongoing obligations remain ($30,000 monthly, $6,400,000 at project funding, 2.5% royalty with $500,000 annual advance royalty, $3,500,000 priority distribution). This resolves the November 2006 option and January 2007 exercise, and the filing says the agreement supersedes the earlier joint venture agreement.
16 Jan 2007material agreement● NeutralMajor
Effective January 8, 2007 the company exercised its option to buy Transylvania from Verde River Iron Company. Completion still depends on receiving the required financial statements, tax-law compliance and the company obtaining additional financing. Closing was extended from January 15 to February 15, 2007. If completed, it would give 100% ownership of the land under the Clarkdale project, subject to a 2.5% royalty. This continues the November 2006 option; the financing needed is not yet shown to be in place.
28 Nov 2006material agreement● NeutralMajor
On November 22, 2006 the company took an option from Verde River Iron Company to buy all shares of Transylvania, Inc., which holds title to the land under the Clarkdale slag pile, going beyond the existing earn-in joint venture. To exercise, it must by January 15, 2007 pay $10,000,000 cash and issue 16,000,000 shares, plus $30,000 a month, $6,400,000 at the project funding date, a 2.5% royalty with $500,000 annual advance royalty, and a $3,500,000 priority distribution. A $200,000 refundable deposit was paid. Closing is targeted for January 15, 2007 (extendable to February 15) and is subject to due diligence and financial statements. The filing says there is no assurance it will close.
2 Aug 2006material agreement● Neutral
The company issued 1,400,000 shares on July 27, 2006 to the owners of the 20 Searchlight claims (3,200 acres, Clark County, Nevada) under the February 10, 2005 option agreements. That is the second annual installment, bringing the total to 2,800,000 of 5,600,000 shares, with installments running to June 2008. This continues the Searchlight claims acquisition.
2 Mar 2006capital raising announcement● Neutral
The company signed employment agreements effective January 1, 2006 with Ian R. McNeil (President and CEO; $108,000 salary plus $36,000 signing bonus) and Carl S. Ager (Treasurer and Secretary; $80,000 salary plus $26,666 bonus). Both can receive discretionary bonuses and stock options, and six months' notice or pay applies if terminated without cause. This formalises the NMC-linked management now running the company; McNeil replaces K. Ian Matheson as CEO in the filings.
31 Jan 2006capital raising announcement▲ Good
The December 2005 offering closed on January 18, 2006 with 39 units sold, raising US$1.755 million, more than the 33 units originally planned. Each unit is 100,000 shares plus 100,000 warrants at $0.65 for two years. S&P Investors received US$87,750 and warrants for 390,000 shares at $0.65. Proceeds are for the Searchlight claims, the Clarkdale project and general purposes.
13 Dec 2005material agreement● Neutral
The board approved a new offering to U.S. accredited investors of up to 33 units at US$45,000 each (up to $1,485,000). Each unit is 100,000 shares plus 100,000 warrants at $0.65 for two years. S&P Investors, Inc. is engaged as finder for a cash fee of up to 5% and warrants over up to 10% of the shares sold. The filing says there is no assurance the offering will complete.
15 Nov 2005asset acquisition disposition● Neutral
An amended version of the October 24, 2005 Clarkdale completion report. The terms are the same: acquisition completed, right to earn up to 50%, and warrants for 10,000,000 shares (NMC) and 2,000,000 shares (Clarion) at $0.375. The changes are that the earlier assignment agreement is now described as amended August 31, 2005, and the exhibit is labelled a Second Amendment.
28 Oct 2005asset acquisition disposition● NeutralMajor
On October 24, 2005 the company completed taking over Nanominerals Corp.'s interest in the Clarkdale Slag Project joint venture, saying it had met all its obligations, including the $690,000 repayment and the 5% royalty. An amendment clarified the royalty terms. It now has the right to earn up to a 50% interest. The 6,000,000 warrants at $0.75 promised in June became warrants for 10,000,000 shares at $0.375 for NMC and 2,000,000 for NMC's designate Clarion Finanz AG, expiring June 1, 2015. The filing says the share numbers were adjusted for the September 30, 2005 two-for-one split. Existing holders face potential dilution if the warrants are exercised. This resolves the June 2005 Clarkdale deal.
19 Sept 2005capital raising announcement▲ GoodMajor
The company closed three private placements in September 2005 raising US$3.055 million in total: US$1,597,500 in Canada (3,195,000 units), US$1,350,000 in Europe through Clarion Finanz AG (2,700,000 units) and US$115,000 in the U.S. (230,000 units). Each unit is a share plus half a warrant at US$1.25 for nine months. This resolves the open question of whether the $2,000,000 funding and the Clarion placement would close. The filing says proceeds go to the Searchlight claims, the Clarkdale Slag Project and general purposes. It also reports a $180,500 reclamation cash bond, an 18-hole drilling and 40-acre pit program budgeted at about $800,000, and a 2-for-1 stock split effective September 30, 2005 (subject to NASD approval), taking shares from 26,075,000 to 52,150,000. Authorized shares rise to 400,000,000.
14 July 2005business combination● NeutralMajor
Ahead of the Clarkdale slag deal with Nanominerals Corp. (NMC) taking effect, the company told shareholders that three NMC nominees (Carl S. Ager, Ian R. McNeil, Robert D. McDougal) will join the board once at least 10 days have passed after the notice is mailed. K. Ian Matheson stays on the board. As of July 12, 2005 there were 19,950,000 shares outstanding, and Matheson held 13,900,002 (69.7%, including 250,000 options). This continues the June 2005 assignment agreement and shifts board control to NMC's nominees.
24 June 2005material agreement● NeutralMajor
Phage Genomics signed an engagement letter with Clarion Finanz AG to try to raise up to 4,000,000 units at $0.50 each (a share plus half a warrant at $1.25 for nine months), with a 10% commission; the filing says there is no assurance it will complete. This follows the Clarkdale deal's $2,000,000 funding condition, and proceeds are meant for working capital and the Searchlight and Clarkdale projects. It also extended to June 30, 2005 the deadline for the restructuring required under option agreements on Searchlight-area mineral claims in Clark County, Nevada.
16 June 2005material agreement● NeutralMajor
Phage Genomics agreed to take over Nanominerals Corp.'s interest in a May 20, 2005 joint venture with Verde River Iron Company to process copper smelter slag on about 200 acres in Clarkdale, Arizona. In return it will repay NMC $690,000, give NMC a 5% net smelter royalty on its share of production, issue 6,000,000 warrants at $0.75 for 10 years, put NMC nominees on the board as a majority, and confirm by June 25, 2005 that it has received $2,000,000 in a private placement. Under the JV terms, funding commitments of $3,000,000 and $27,000,000 are tied to later work phases. This is a new mining direction for a company that began as a bio-pharmacology business.
3 June 2005auditor change● Neutral
A second amendment to the May 2005 auditor-change filing, covering both 2004 and 2003 audits and removing the earlier wording about an adverse opinion. It now says Manning Elliott's reports were clean other than a going-concern uncertainty. The change to Kyle L. Tingle, CPA, LLC stands.
23 May 2005auditor change● Neutral
Amendment to the May 18, 2005 auditor-change filing that attaches the Manning Elliott letter to the SEC as Exhibit 16.1, which the original had promised to file later. The substance of the change to Kyle L. Tingle, CPA, LLC is unchanged.
19 May 2005auditor change● Neutral
The company, now named Phage Genomics, Inc. and based in Henderson, Nevada, engaged Kyle L. Tingle, CPA, LLC as auditor after Manning Elliott resigned on May 18, 2005, with the stated reason that operations and management are now in the United States and a U.S.-based auditor is required. The filing says no disagreements; the Manning Elliott letter was to follow. This is the third auditor in under four years.
31 Oct 2003auditor change● Neutral
An amended version of the October 2003 auditor-change filing, with cleaned-up wording on the absence of disagreements with BDO Stoy Hayward and an updated BDO letter dated October 31, 2003. The facts are unchanged: BDO replaced by Manning Elliott because management is in North America.
17 Oct 2003auditor change● Neutral
The company (now Regma Bio Technologies Inc., based in Burnaby, British Columbia) ended its engagement with BDO Stoy Hayward on October 13, 2003 and hired Manning Elliott, stating that management now operates in North America. BDO's report on the year ended December 31, 2002 included going-concern uncertainty; no disagreements were reported. This is the second auditor change since the 2001 Regma deal.
1 Feb 2002auditor change● Neutral
The company dismissed its auditor Williams & Webster, P.S. and hired BDO Stoy Hayward of London, with the filing stating the reason as the Regma reverse acquisition and the company's operations being in the UK. The dismissed auditor's reports for fiscal years ended March 31, 2001 and 2000 carried going-concern doubt, and no disagreements were reported. This follows the November 2001 Regma deal.
