Each one in plain English, with the numbers worked through for a shareholder.
26 May 2016capital raising announcement▼ Bad
On May 23, 2016 the company sold 28,251,430 shares at $0.035 to 29 accredited investors for gross proceeds of $988,800, to be used for general working capital. Unlike the 2015 unit sales, no warrants are mentioned, and the price is a tenth of the $0.35 paid in the 2015 placements, so it continues the dilutive funding pattern after the Luxor deal.
What it means for a shareholder
28.3m new shares at US$0.035 to raise about US$988,800. That's 9.0% dilution: every existing holder's slice gets 9.0% smaller. If you held US$1,000 of shares (28,571 at the issue price), your slice goes from 0.00998% to 0.00908% of the company. To keep it you'd need 2,819 more shares - about US$99 at the issue price.
3 May 2016capital raising announcement● NeutralMajor
On April 27, 2016 the remaining 9 holders of the September 2013 notes elected to convert $1,086,325 of principal and interest into 31,037,857 shares at $0.035, the same terms as Luxor and Mr. Oring. Once the notes are returned and cancelled, none of the 2013 note issue will remain outstanding, which ends the secured debt. The shares add further dilution.
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 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.
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.
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.
On September 18, 2013 the company closed the secured convertible note financing at $4,000,000 gross, for general working capital; this completes the August 2013 Luxor term sheet, with Luxor taking $2.6 million and CEO Martin Oring and affiliates $235,000. The notes (7%, convertible at $0.40, first-priority lien on all assets of the company and its two subsidiaries, which guarantee them) carry a right to buy up to $600,000 more. As part of the deal the board raised the rights-plan waiver for Luxor from 17.5% to 22% (Luxor holds about 21%) and lifted Luxor's voting threshold from 15% to 19.5%. The filing also says the November 2009 warrants were adjusted for anti-dilution at closing because of the $0.40 conversion price (the adjusted figures are cut off in the text provided).
13 Nov 2009capital raising announcement● NeutralMajor
On November 12, 2009 the company completed a private placement of 12,078,596 units at $1.25 each, raising $15,098,245 gross. Each unit has one share and a half-warrant (6,039,298 warrants at $1.85, expiring November 12, 2012). Nanominerals took part, and commissions were about $1,056,877 plus 301,965 agent warrants; proceeds are for general working capital. Just before closing, the company also cut the exercise price of 7,042,387 warrants from the 2007-2008 placements from $2.40 to $1.85 and extended their expiry to November 12, 2012, which means more potential dilution. The company must register the new shares for resale within 30 days or face liquidated damages, and the October 2009 resale registration cannot be relied on until a post-effective amendment is filed.
What it means for a shareholder
12.1m new shares at US$1.25 to raise about US$15.1m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
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.
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.
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.
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.
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.
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.
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.
