Each one in plain English, with the numbers worked through for a shareholder.
15 Apr 2016auditor change▼ Bad
BDO USA, LLP, auditor since September 2012, resigned effective April 11, 2016; the board did not recommend or approve the change and has begun searching for a successor. BDO's reports for 2014 and 2015 both carried going-concern doubt, and the filing reports no disagreements. BDO will still complete work on the 10-K/A for 2015.
On March 18, 2016 Luxor demanded repayment of its 2013 notes; the company said it lacked the funds, so Luxor converted $2,691,000 of notes into 76,885,714 shares at $0.035 and bought another 42,857,143 shares at $0.035 for $1,500,000. Martin Oring and family also converted $428,491 into 12,242,600 shares at $0.035. Luxor now beneficially owns about 49.83% (per the filing), the rights-plan limits no longer apply to Luxor, and Luxor will have three of five board nominees at the next annual meeting. Luxor also agreed to invest up to $1,250,000 more at $0.045 per share on unspecified milestones, and the legacy warrants over 16,189,414 shares were extended again from Nov 30, 2016 to Nov 30, 2017. The conversion price of $0.035 is far below the $0.40 original conversion price and the $0.35 placements of 2015, so existing holders are heavily diluted (inference from the figures).
On November 12, 2015 the board extended the expiry of warrants over 16,189,414 shares from November 12, 2015 to November 30, 2016, with other terms unchanged. These come from the 2007-2009 placements, so this is another year's extension of the same overhang, and the covered share count is higher than the 14,520,373 a year earlier (the filing does not say why).
Martin B. Oring, Martin Oring Financial Trust, Dated December, Wealth Preservation Defined Benefit Plan, Wealth Preservation, LLC, Olivia Oring disclosed a new substantial Searchlight Minerals Corp. shareholding (5.40% of votes).
On July 30, 2015 the company sold 2,215,429 units at $0.35 to accredited investors for $775,400, on the same terms as the May placement (one share plus one warrant at $0.50, five years, resale registration rights). Proceeds are for general working capital. This continues the series of small equity raises through 2015.
What it means for a shareholder
2.2m new shares at US$0.350 to raise about US$775,400. That's 1.4% dilution: every existing holder's slice gets 1.4% smaller. If you held US$1,000 of shares (2,857 at the issue price), your slice goes from 0.00188% to 0.00186% of the company. To keep it you'd need 42 more shares - about US$15 at the issue price.
On May 21, 2015 the company sold 2,843,000 units at $0.35 to five investors for $995,050; each unit is one share plus one warrant at $0.50 for five years. Proceeds are for general working capital, and the investors get resale registration rights. This is another small equity raise following the Luxor placement two months earlier.
What it means for a shareholder
2.8m new shares at US$0.350 to raise about US$995,050. That's 1.9% dilution: every existing holder's slice gets 1.9% smaller. If you held US$1,000 of shares (2,857 at the issue price), your slice goes from 0.00192% to 0.00188% of the company. To keep it you'd need 55 more shares - about US$19 at the issue price.
30 Mar 2015capital raising announcement● NeutralMajor
On March 25, 2015 the company sold 4,250,000 units to Luxor, its largest shareholder, at $0.3529 each for $1,500,000; each unit is one share plus one warrant at $0.50 for five years. The board also raised Luxor's rights-plan waiver from 22% to 26%; Luxor then owns about 24.43% counting warrants and other rights. Separately, on March 18, 2015, 13 note holders (including Luxor and CEO Oring's affiliates) took 516,460 shares at $0.25 in place of $129,115 of the $142,415 interest due; resale registration rights were granted for both deals. This continues the pattern of Luxor funding the company and of interest being paid in stock.
On December 23, 2014 the company agreed to settle $115,017.68 owed to the accounting firm Cupit, Milligan, Ogden & Williams (CMOW) for accounting support by issuing 359,430 shares at $0.32 (the closing price that day), issued directly to Mr. Williams. CMOW is an affiliate of CFO Melvin Williams, though its fees exclude his time. This pays a bill in stock rather than cash and adds shares for existing holders; the filing also shows the CFO is now Melvin Williams, not Carl Ager as recorded earlier.
12 Dec 2014capital raising announcement● NeutralMajor
On December 8, 2014 the company closed a second round of its private placement, selling 2,997,500 units at $0.20 (one share plus a half warrant at $0.30, five-year term) to 11 investors for $599,500. With the $1,005,700 first closing on October 24, 2014, the offering is now complete (about $1.6 million in total), with proceeds for general working capital. This resolves the open question about further closings.
What it means for a shareholder
3.0m new shares at US$0.200 to raise about US$599,500. That's 2.1% dilution: every existing holder's slice gets 2.1% smaller. If you held US$1,000 of shares (5,000 at the issue price), your slice goes from 0.00355% to 0.00348% of the company. To keep it you'd need 106 more shares - about US$21 at the issue price.
On November 11, 2014 the board pushed the expiry of warrants over 14,520,373 shares from November 12, 2014 to November 12, 2015, with all other terms unchanged. This is the same yearly extension seen in 2012 and 2013, applied to warrants from the 2007-2009 private placements, so the potential dilution from them stays open another year. The count is higher than the 14,200,935 shares covered by the 2013 extension; the filing does not explain the difference.
28 Oct 2014capital raising announcement● NeutralMajor
On October 24, 2014 the company closed a first round of a private placement raising $1,005,700, selling 5,028,500 units at $0.20 each (one share plus a half warrant at $0.30, five-year term). Of this, 4,395,000 units brought $879,000 in cash from 16 investors, and 633,500 units were issued to 13 note holders in place of $126,700 of interest due September 18, 2014, including $91,000 to Luxor. The company also sold $69,000 of additional notes in September 2014 under the 2013 note agreement. Luxor holds about 19.93% afterwards. The $0.20 price is below the $0.40 note conversion price, and the 2013 notes have a price-adjustment feature, but the filing does not say whether it was triggered.
Effective September 2, 2014 the company let its Searchlight, Nevada placer mining claims lapse (twenty 160-acre parcels on the 3,200-acre site, plus 142 twenty-acre claims staked on top) by not paying the maintenance fees. The company says this saves about $48,518 a year and that it wants the money spent on the Clarkdale Slag Project; this ends the Searchlight gold exploration project described as early-stage in earlier filings.