Each one in plain English, with the numbers worked through for a shareholder.
5 Aug 2016capital raising announcement▼ Bad
On August 2, 2016 Tonaquint bought another additional secured note under the April 2016 settlement, with $170,000 principal for $150,000 (a $15,000 discount plus $5,000 toward the lender's costs). Terms mirror the May note: 12%, matures February 28, 2017, convertible from January 2, 2017 at $0.015 (lower if market cap falls below $4,000,000), $55,000 monthly installments from December 31, 2016, secured on all assets and the Sino-Top equity. The filing does not state the amount received this time, only the purchase. This is a further round of the same financing, adding more possible dilution.
On June 28, 2016 the board concluded that the 2015 and 2014 annual financial statements, the audit report, and the 2015 and 2014 quarterly statements should no longer be relied on, because of new information about adjustments to the restated December 31, 2015 figures for the company's equity investment in China. The filing says the full changes cannot yet be quantified, and the company is engaging local counsel in China to investigate. Separately, from July 1, 2016 the stock moved from the OTCQB to the OTC Pink. This is a second non-reliance event after November 2012 and leaves the corrected financials an open item.
Under the April 2016 Tonaquint settlement, the company issued an additional secured note on May 25, 2016 with $170,000 principal for $150,000 (a $15,000 discount plus $5,000 toward the lender's costs), and received the $150,000 on May 26. The note pays 12%, matures February 28, 2017, is convertible from November 26, 2016 at $0.015 (lower if market cap falls below $4,000,000), has $55,000 monthly installments from December 31, 2016 payable in cash or shares, and is secured on all assets and the Sino-Top equity. This continues the Tonaquint financing and adds more potential share issuance.
On April 7-8, 2016 the company and Tonaquint agreed a settlement: a new secured convertible note of $6,836,556.53 replaced the previous note, which had a $9,093,950 balance, with $2,677,393.47 forgiven and $400,000 in cash paid to the company. The new note carries 12% interest, matures March 31, 2019, is secured on all company assets and on its Sino-Top equity, and is convertible at $0.015 per share from December 31, 2016, with a lower price if market capitalization falls below $4,000,000. The company must reserve 150,000,000 shares for conversions, Tonaquint gets a board observer and a right to take part in 50% of future financings, and the company signed a confession of judgment. This replaces the December 2012 payoff arrangement with Tonaquint, ends Tonaquint's court action in Utah, and raises dilution risk for shareholders.
4 Feb 2016material agreement termination● NeutralMajor
The company rejected Beijing Shengda Industrial Group's offer of RMB161,922,820 (about US$25 million), paid in installments through 2019, for its 20% interest in Guangda, a subsidiary of Sino-Top, and treated the January 2016 equity transfer agreement as terminated. It countered on February 4, 2016 at RMB265,000,000 (about US$40 million) for its 20% interest in Sino-Top, covering all six properties, half at closing and half on regulatory approval by December 31, 2016. Any sale would need shareholder and Chinese regulatory approval, and the filing says there is no assurance the counter offer will be accepted. This continues the October 2014 Shengda acquisition thread.
Travellers International, controlled by CEO Marc Hazout, made four more advances between September 2 and November 27, 2014. The total owed was CDN$210,000 (about US$183,775), up from CDN$145,000 in August. Terms are unchanged.
On October 7, 2014 the company announced that its Chinese joint venture Sanhe Sino-Top has signed an agreement with Shengda Mining Co., Ltd. to be acquired, subject to a third-party evaluation and all regulatory approvals and filings. No price or terms are given in the filing. This is the first sign of a possible sale of the Chinese assets that have been the company's focus.
Travellers International, controlled by CEO Marc Hazout, made five advances between March 24 and August 1, 2014. The net amount owed was CDN$145,000 (about US$132,796) as of August 1, 2014. This is lower than the CDN$302,000 reported in April 2013, but the filing does not say why, and it does not report repayments.
The lender payoff deadline was extended again: to March 31, 2014 for GEL, JMJ and Asher (agreed November 8, 2013), and to December 31, 2013 for Tonaquint (November 13). On November 27, 2013 Tonaquint agreed that $2,500,000 paid by March 31, 2014 would settle everything owed to it, which is higher than its December 2012 payoff figure of $2,130,048.92.
Tonaquint advanced the second $60,000 payment on August 2, 2013 even though the company had not yet met all the conditions. On August 8, 2013 Tonaquint, JMJ and GEL extended the payoff deadline to September 30, 2013, and in return the company agreed to add $30,000 to Tonaquint's balance, $10,000 to JMJ's and $10 to GEL's.
On July 10, 2013 Asher agreed to move the deadline for the $93,500 payoff from June 30 to September 30, 2013. All other terms stay the same. This is Asher's second extension of the original March 31 deadline.
On June 3, 2013 the company and Tonaquint amended the 2011 financing so Tonaquint would pay early $120,000 in total on the tenth investor note (principal $200,000). The first $60,000 was paid at signing and the second $60,000 depends on conditions including a trailing 10-day average share price above $0.10 and filing compliance. Tonaquint's payoff figure rose by $2,500 for its legal fees.
Travellers International, controlled by CEO Marc Hazout, made five more advances between March 28 and April 30, 2013. The total owed rose to CDN$302,000 (about US$299,841) from CDN$214,500 in March. Terms are unchanged: unsecured, on demand, no interest.
Effective April 12, 2013 the company and all four lenders (Asher, GEL, JMJ, Tonaquint) extended the payoff deadline from March 31 to June 30, 2013. The combined payoff is $2,689,133 and all other terms are unchanged. The March deadline passed without the payoffs being made.
The company reported that CEO Marc Hazout's company Travellers International lent it a further CDN$ in eleven advances between November 28, 2012 and March 5, 2013. The total owed was CDN$214,500 (about US$208,454), up from CDN$90,500 in November 2012. The loans remain unsecured, due on demand and interest-free.
On December 20, 2012 the company agreed with Tonaquint that paying $2,130,048.92 by March 31, 2013 settles all obligations under its convertible note. Tonaquint will not convert or enforce until then; the deal is cancelled if payment is missed, and mutual releases are agreed. This is the largest of the lender payoffs and the filing does not say how it will be funded.
On December 13, 2012 the company agreed with JMJ Financial that paying $194,083.65 by March 31, 2013 settles all obligations under its convertible notes. JMJ will not convert shares or enforce remedies until then, and the parties agreed mutual releases. The filing does not say what happens if payment is missed or how it will be funded.
On December 6, 2012 the company agreed with lender GEL Properties, LLC that paying $271,500 settles everything owed under its convertible notes. The deadline is the earlier of a sale or merger of the company or March 31, 2013. Until then GEL will not convert or enforce, and the deal is cancelled if payment is missed; mutual releases are agreed. This follows the same pattern as the Asher deal and the filing does not say how the payment will be funded.
On November 29, 2012 the company agreed with Asher Enterprises, Inc., holder of its convertible notes, that paying $93,500 by March 31, 2013 will settle everything owed under those notes and related agreements. Until then Asher will not exercise conversion or other remedies, and mutual releases take effect once it is paid. If the payment is not made by then, the agreement is cancelled. Paying would remove a discount-conversion lender, though the filing does not say how the company will fund the payment.
On November 20, 2012 the auditor SF Partnership told the company that its annual statements for 2011 and 2010 and its interim statements for the first and second quarters of 2012 and 2011 can no longer be relied on. The auditor said certain notes receivable, convertible notes payable and related financing and interest items were recorded before the agreements were actually signed. The financial impact is still under investigation, and the audit committee agreed the statements cannot be relied on. This is a third restatement after those in 2007, and it covers the period of the Tonaquint and JMJ financings.
On November 19, 2012 the board approved, by resolution and without a written agreement, a loan facility with Travellers International Inc., a company controlled by CEO Marc Hazout, covering past loans and possible future ones. Loans are unsecured, due on demand and interest-free, and the board can stop approving new ones at any time. As of November 23, 2012 the net amount outstanding was CDN$90,500 (about US$91,166), with advances starting August 15, 2012. This shows the company borrowing small amounts from its CEO's company.
On August 15, 2012 the company issued a press release titled 'Silver Dragon Discovers 1.3 meters of 1,715 g/t Silver, 9.6% Lead and 1.73% Zinc at Dadi, Reports Progress at Aobaotugounao'. The 8-K only attaches the release and gives no other detail. It continues the series of Dadi results.
On July 5, 2012 the company issued a press release titled 'Silver Dragon discovers 1.5 meters of 732 g/t Silver, 3.28% Lead and 9.56% Zinc at Dadi, Reports Progress at Aobaotugounao'. The 8-K only attaches the release, so no further detail is in this filing. The company's address is now 200 Davenport Road, Toronto.
On May 16, 2012 the company issued a press release titled 'Silver Dragon discovers 254 g/t Silver, 1.04% Lead and 3.36% Zinc at its Dadi Silver-Polymetallic Project'. The 8-K only attaches the release, so the hole, interval and context are not in this filing.
On September 7, 2011 the company issued a press release titled 'Silver Dragon Completes Positive Preliminary Feasibility Study on its Dadi Silver-Polymetallic Project'. The 8-K only attaches the release and gives no study figures, so the results are not in this filing. This is the first mention of the Dadi project in the history so far.
On April 19, 2011 the company agreed with JMJ Financial to sell convertible notes with a face amount of $3,150,000, of which $3,000,000 goes to the company and the rest covers fees and expenses to JMJ. The first note brings in $1 million in staged payments tied to registration steps and conditions, and later notes of $500,000 each ($2,000,000 in total, secured) follow over three years. The notes convert at 75% of the average of the three lowest closing prices in the prior 20 days, so conversion would add shares at a discount. Proceeds are planned for a Canadian stock exchange listing, work at the Erbahuo silver properties in China, and general corporate purposes.
18 Feb 2011capital raising announcement● NeutralMajor
On February 15, 2011 the company sold Tonaquint, Inc. a secured convertible note with a $2,766,500 maturity amount (5.5% interest, due in 48 months), a warrant for 8.6 million shares at US$0.50 over three years, and 50,000 shares. Funding is $2,500,000 in total, but only $500,000 is cash at closing; the other $2,000,000 is ten $200,000 notes from the investor that are paid later. The note converts after six months at 70% of a low recent average price, so conversions would add shares at a discount; the investor's holding is capped at 9.99%.
On January 27, 2011 a California court approved a settlement of a $405,981.49 claim by Socius CG II, which had bought the claims from seven creditors of the company. The company issued 9,000,000 shares (about 8.28% of shares outstanding), with a later adjustment based on the stock price over 20 trading days that could mean more shares issued or some returned; Socius's holdings are capped at 9.99%. The debt is settled in stock, diluting existing holders.
11 July 2008capital raising announcement▼ BadMajor
On July 10, 2008 the company settled a dispute with Alpha Capital Anstalt, which had invested under the November 2, 2006 subscription agreement (the $500,000 placement). It will issue 3,000,000 shares (effective price cut to $0.15 per share through anti-dilution protection, plus 500,000 shares for the Class A and B warrants, plus 53,266 extra shares) and pay $25,000 in cash, and the company also gives up the $75,000 warrant exercise price. The subscription agreement ends and the lawsuit is dismissed once these steps are done. Existing shareholders are diluted, and the company agreed not to sell shares below $0.15 until Sept 30, 2008 and not to do a reverse split for six months.
The company issued a press release on October 17, 2007 titled 'Silver Dragon Resources Inc. Closes $1 Million Private Placement'. The 8-K itself only attaches the release and gives no terms, price or share numbers, so the details are not in this filing. It continues the pattern of funding through share sales.
