Each one in plain English, with the numbers worked through for a shareholder.
27 Mar 2014capital raising announcement● NeutralMajor
Shoshone completed the purchase of the Gray Eagle Mine in Siskiyou County, California (294 acres, eight patented claims and equipment) from Independence Resources Corp. on March 25, 2014. It paid with 30,000,000 restricted Shoshone shares, which dilutes existing shareholders.
Shoshone signed a 15-year lease of its District Mill with Magenta Mountain Mining Corp (MMM), a BMZ subsidiary, finalizing the July 2012 option arrangement, and sold MMM six patented Lakeview claims. MMM pays $10 per ton milling, with minimum $250,000 a year after the first ten years. MMM says it obligated BMZ to issue 11,000,000 shares to Shoshone, but BMZ is not a party to the lease. CFO John Ryan is also BMZ's CEO and signed for Shoshone, a conflict of interest the filing discloses; he says he did not take part in negotiating the terms.
Shoshone acquired Bohica Mining Corp., whose sole asset is the Imperial Mine claims in Beaver County, Utah, for 3,100,000 shares each to John and Frances Reynolds (6,200,000 in total, about 10% of the company). The claims are exploration stage with no proven or probable reserves. Reynolds has been a Shoshone director since October 1, 2012, and the claims originally came through a company controlled by CFO John Ryan, so existing shareholders are diluted in a related-party deal.
Shoshone settled a lawsuit by Scott Beggs, who alleged breach of an employment contract, unpaid wages and retaliation and sought about $450,000. Shoshone agreed to pay $220,000 in total: $95,000 within seven days, $125,000 in monthly installments of $11,206.10 with 12% interest, and a $125,000 promissory note secured by a lien on certain assets. Beggs dismisses the suit with prejudice.
Shoshone corrected the BMZ option terms: if BMZ exercises the option it would issue 11,000,000 shares (5,500,000 after a one-year escrow), not the 5,000,000 stated in the July 9 filing. All other terms of the earlier report stand.
Shoshone signed an option with Black Mountain Resources (BMZ), an ASX-listed Australian company, to lease its Lakeview District Mill for 15 years and acquire the Weber Mine claims. Shoshone gets a nonrefundable $500,000, and if BMZ exercises the option it would issue BMZ shares (the filing says 5,000,000, corrected in the next filing) and pay $10 per ton toll milling. Minimum payments of $250,000 a year apply after the first ten years.
Shoshone's auditor BehlerMick PS resigned on November 1, 2011 because it ceased operations, and the company hired MartinelliMick PLLC, where some BehlerMick staff moved. BehlerMick's reports for fiscal 2010 and 2009 included a going-concern warning citing the accumulated deficit and lack of revenues; no disagreements were reported.
Shoshone finalized its merger with Kimberly Gold Mines, Inc. on March 12, 2009. The Idaho Department of Finance found the terms fair and equitable after a February 5, 2009 hearing, Kimberly shareholders approved it, and Shoshone's board voted to approve it. The filing does not give the share exchange terms.
Shoshone sold its remaining 25% interest in the Bilbao silver-copper-zinc concessions in Zacatecas, Mexico to Minco Plc (Xtierra Resources) for US$5 million. Payments are US$2.5 million at closing, US$500,000 within a year (August 2009), and the balance in annual payments starting no earlier than August 2014 and finishing by August 2018, tied to mine construction. Minco already held 75% from an earn-in option signed in March 2006, so Shoshone now holds no stake in Bilbao, though the later payments depend on timing the filing ties to mine construction.
Shoshone refiled its March 2002 auditor-change report unchanged except for adding the former auditor's letter dated April 30, 2002 as an exhibit. The text of the change (Scott Beggs and Company replaced by Williams & Webster, P.S.) is the same as before.
Shoshone dismissed its auditor Scott Beggs and Company in February 2002 and hired Williams & Webster, P.S. The filing says the old firm announced it would only audit governmental entities, its reports for 2000 and 1999 had no adverse or qualified opinions, and there were no disagreements.