Each one in plain English, with the numbers worked through for a shareholder.
3 June 2013material agreement termination● Neutral
On May 30, 2013 the company cancelled its February 2013 financial advisory agreement with Omni View Capital, citing Omni's nonperformance. This ends the Omni thread opened in February; the filing does not say whether any shares were issued to Omni or whether the $100,000 bridge investment was made.
A press release says the company delivered 52 ounces of dore to its Florida refinery in April 2013 and has refined 592 ounces since production began; no revenue amount is given. Sinker Tunnel work is continuing at a slower rate while the company awaits confirmation of funding, and it says it is in final negotiations for a loan to build a GEKKO closed-circuit leaching unit, with full production expected in early 2014 if permits come on time. This is the first reported production volume following the Republic Metals-era plan for dore sales, but the slower tunnel work and still-unconfirmed funding show the 2012 drilling program is not yet fully financed (the JMJ dispute is a possible context, though the filing does not link them). The loan is only under negotiation, not agreed.
22 Feb 2013capital raising announcement● NeutralMajor
On February 12, 2013 the company hired Omni View Capital for one year to advise on capital structuring (including possible stock splits), an uplisting to a national exchange, board candidates and deal negotiation. Omni was to invest at least $100,000 in a bridge convertible debt financing by March 1, 2013, and gets restricted shares equal to 2.45% of the fully diluted Class A stock on signing, with another 2.45% if the company raises at least $5 million. Shareholders face dilution from these share issuances; the mention of a bridge financing is the first reference to one in the context.
The company says it refused two JMJ conversion requests on the June 2012 note (Nov 30: $54,079.20 for about 3,000,000 shares; Dec 12: $52,360 for about 3,500,000 shares), believing JMJ was shorting and manipulating its stock. JMJ then issued a default notice (Dec 17), demanded immediate payment of both JMJ notes (Dec 18) and sued the company and CEO Pierre Quilliam on Dec 21, including a fraud claim against him; the company says it will defend vigorously. This turns the 2012 JMJ financing into a dispute over both notes ($315,000 and $525,000 original principal). Separately, Iliad agreed to move the first installment on its March 2012 note from October 1 to November 1, 2012 and to raise its ownership cap from 4.9% to 9.9% under certain circumstances.
On July 12, 2012 the company issued JMJ Financial a second secured convertible note, $525,000 principal with a one-time 5% interest charge, due January 12, 2014, for $500,000 gross proceeds after a $25,000 discount. It converts at 80% of the average of the three lowest trading prices in the prior 15 trading days, and JMJ also got a warrant for 16,666,667 shares at $0.03 to July 12, 2016. The company must file a resale registration for 120,000,000 shares by August 15, 2012 (penalty $50,000 if late, $75,000 if not approved within 120 days), covering this deal and the June 2012 JMJ note and warrant. This stacks more discount-priced convertible debt on the June 2012 JMJ note, so the filing supports further dilution for shareholders; the registration bar on other filings (except Iliad's warrant shares and S-8s) could also affect the Centurion equity line, which needs its own effective registration (an inference).
The company says its Sinker Tunnel drilling program is underway, a planned 14-month program, with financing received and more contributions pledged but terms not given (promised in later SEC filings). Surface drilling on War Eagle Mountain may not happen before spring 2013, and results are meant to feed its NI 43-101 report and a possible Toronto Stock Exchange listing application. It also describes a mill expansion and flotation line for the 30,000-plus tons of tailings; this follows through on the exploration plan flagged in June 2011 and likely connects to the 2012 note financings (an inference, since the filing does not name the source).
The company issued JMJ Financial a secured convertible note with $315,000 principal (gross proceeds $300,000 after a $15,000 discount), a one-time 5% interest charge and payment due December 4, 2013, convertible at 80% of the average of the three lowest trading prices in the prior 15 days. JMJ also received a warrant for 10,000,000 shares at $0.03 through June 4, 2016, plus rights to lend up to $1,000,000 more and to match future financings, and Iliad got a warrant for 16,666,667 shares at $0.3 (as written) through June 4, 2016. This adds more convertible debt and warrants after the March 2012 Iliad note, increasing potential dilution for shareholders.
The company issued Iliad Research and Trading an 8% convertible note with $566,500 principal, receiving $500,000 after a $51,500 discount and $15,000 of Iliad's costs. It is repaid in twelve monthly installments of $47,208.33 from October 1, 2012, at least six of which must be paid in shares at a discount to market (80%, falling to 70% if the stock closes below $0.0199), with a 25% penalty for prepayment or for paying cash where shares are required. Shareholders face dilution from share-settled payments, and Iliad also gets a right of first refusal on future financings; this is additional debt on top of the Centurion equity line, which is carved out of the anti-dilution terms.
The company says it signed a supplemental refining agreement with Republic Metals Corporation to analyse, refine and buy its bullion dore, with a first shipment planned for October 2011 that it says will start a revenue stream. The CEO says milling proceeds should make the company less dependent on private placements; no amounts are given, and this is an expectation, not a result. This follows the mill and assay lab build-out and is the first stated sales route for the mill's output.
A press release from the company's president, Roger Scammell, says the focus over the prior seven months shifted from exploration of War Eagle Mountain (leased from GoldLand Holdings) to processing tailings, and that a two-year exploration program focused on the Sinker Tunnel and the mountain surface begins in July 2011, with the Sinker rehabilitation said to be well underway. He says the company is well financed and the board approved budgets; these are management claims and no figures are given. It shows a shift in emphasis back toward exploration, and the filing does not state how the work will be paid for.
The company signed an equity line with Centurion Private Equity under which Centurion committed to buy up to $7,200,000 of its common stock, in puts of up to $300,000 each, at the lesser of 97% of market price or market price minus $0.01. Drawing requires an effective resale registration statement, and the company issued Centurion 136,147 shares (valued $20,000) as a document fee and 1,190,083 shares (valued $144,000) as a commitment fee. For shareholders this is a funding source that is dilutive because shares are sold at a discount to market.
The company says it has opened its own assay (ore testing) laboratory, to be run by a Senior Laboratory Technician starting April 11, 2011, so it gets results faster than from backlogged outside labs. It says it will still use outside labs to verify key results, and ties the lab to the Diamond Creek Mill and more frequent assay reports to shareholders. These are management's statements and expectations, not results.
The company reports it bought twenty acres in Owyhee County, Idaho for $250,000 ($25,000 paid at closing, $225,000 on a promissory note repayable without interest in ten annual $22,500 installments from January 1, 2010, secured by a deed of trust on the land). The land includes a fifty-foot access easement, and the company says it is building a mill there to process ore from its nearby mining properties. The filing's dates are inconsistent (the cover says December 3, 2010 and an exhibit lists the agreement as dated November 30, 2010, while the text says the purchase closed December 3, 2009), so the closing date is stated as 2009 in the body text.