24 Apr 2014listing compliance notice▼ BadMajor
SOUTH AMERICAN GOLD CORP. deregistered its securities, ending its obligation to file reports with the SEC.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
25 Nov 2013capital raising announcement▼ Bad
Another Asher convertible note: $10,200 (agreement November 14, 2013, funds received November 22), 8% interest, maturing July 18, 2014, convertible at 45% of the recent market price, for short-term obligations. Separately, on November 23, 2013 the company issued $53,500 of two-year, 8% unsecured promissory notes to officers Raymond DeMotte, Frank Delzer and Rene Von Boeck in exchange for $53,500 of accounts payable owed to them, with quarterly interest payments starting with the quarter ended March 31, 2014. This turns amounts owed to insiders into longer-term debt rather than issuing shares.
28 Oct 2013capital raising announcement▼ Bad
A further Asher convertible note: $7,500 (agreement October 9, 2013, funds received October 23, 2013), 8% interest, maturing July 18, 2014, for short-term obligations. It converts at 45% of the recent market price, with the 9.99% blocker waivable by Asher on 61 days' notice. This continues the small, dilutive Asher financing; the amount is smaller than earlier notes.
20 May 2013capital raising announcement▼ Bad
A fifth Asher convertible note: $27,500 (agreement April 30, 2013, funds received May 13, 2013), 8% interest, maturing September 20, 2013, for short-term obligations and work on the Baltimore Mine Project. It converts at 45% of the recent market price, with a blocker at 9.99% of outstanding shares that Asher can waive on 61 days' notice (the earlier notes had a 4.99% cap). This continues the pattern of small, heavily dilutive convertible financing.
1 May 2013material agreement● NeutralMajor
On May 1, 2013 the company signed a non-final memorandum of understanding with BMZ, Ltd. to earn an 80% interest in the Kelly project (16 unpatented claims, about 320 acres, Marysville, Montana), with a definitive agreement to be signed within 180 days. The contemplated terms include a $5,000 payment, work commitments of $5,000 (2013), $25,000 (2014) and $40,000 a year after that (minimum $350,000 over 10 years), a 3-5% royalty (buyable for $500,000) and an option to buy the property for $1,000,000. The filing says there are no established reserves or mineralized material, and that historical information is unverified; this would be a fourth property after Baltimore, Arizona and New Light.
17 Apr 2013capital raising announcement▼ Bad
A fourth Asher convertible note: $32,500 (agreement March 28, 2013, funds received April 4, 2013), 8% interest, maturing January 2, 2014, convertible at 45% of the recent market price. On April 4, 2013 the company and Asher also amended the existing Asher notes' conversion terms (four amendments are listed as exhibits); the filing quotes language on when conversion rights run but gives no other detail. Funding continues to come from small, heavily dilutive convertible notes.
29 Jan 2013capital raising announcement● NeutralMajor
On January 16, 2013 the company leased two unpatented claims covering part of the former New Light Mine in Whatcom County, Washington from William I. Guy: 15 years, advance royalties of $500 then $750 a year, and a 2% net smelter royalty. No reserves are established, and the filing notes possible permitting and tailings-contamination concerns. Separately, in January 2013 it issued 26,500,000 restricted shares at $0.003 to settle $79,500 of liabilities, none to officers or directors, which dilutes existing holders. This adds a third property to the Arizona and Montana ones.
7 Jan 2013capital raising announcement▼ Bad
A third Asher convertible note: $32,500 (agreement December 18, 2012, funds confirmed January 2, 2013), 8% interest, maturing September 20, 2013. The conversion price is now 45% of the recent market price, down from 58% on the earlier notes, so conversion would dilute shareholders more heavily. The same 4.99% cap, waivable by Asher, applies.
14 Nov 2012auditor change● Neutral
On November 6, 2012 the company dismissed its auditor Madsen & Associates CPAs and hired Sadler, Gibb & Associates. The filing says there were no disagreements and that Madsen's reports on fiscal 2012 and 2011 had no adverse opinion but included a going-concern doubt. The filing gives no reason for the change; it comes after the August 2012 restatement, but the filing does not link the two.
31 Oct 2012capital raising announcement▼ Bad
A second Asher convertible note: $27,500 received October 24, 2012 (agreement dated October 16), for short-term obligations and the Baltimore project. 8% interest, matures June 16, 2013, convertible at 58% of the recent market price with the same 4.99% cap that Asher can waive. This continues the pattern of small convertible financing and adds potential dilution.
7 Sept 2012capital raising announcement▼ Bad
The company sold Asher Enterprises an unsecured convertible note for $47,500 (agreement dated August 8, 2012, funds received September 5, 2012), to cover short-term obligations and Baltimore Mine work. It carries 8% interest, matures May 10, 2013, and Asher can convert it into shares at 58% of the recent market price, so conversion would dilute shareholders; a 4.99% ownership cap applies but Asher can waive it on 61 days' notice. This is the company's first debt of this kind in the record.
7 Sept 2012capital raising announcement● NeutralMajor
On September 5, 2012 the company signed the definitive lease-with-option for the Baltimore Silver Mine in Montana, following the August 2012 MOU with Western Continental. Terms: 10-year lease (extendable 15 years for $100,000), $10,000 a year from July 31, 2013 plus $500 a quarter, 3% net smelter royalty, a purchase option of $500,000 (resolving the earlier $250,000/$500,000 inconsistency in favour of $500,000), an extra $30,000 if a report shows over 2 million ounces of silver, and $25,000 between January and July 2013. It also issued 10,000,000 restricted shares to Western, which the filing values at $29,000 ($0.0029 a share), so existing holders are diluted. No reserves are established; the filing sets an initial exploration budget of $5,000 to $50,000.
31 Aug 2012financial restatement▼ BadMajor
On August 23, 2012 the company decided its unaudited results for the quarters ended December 31, 2011 and March 31, 2012 should no longer be relied on, because a bargain purchase gain had been recorded improperly. The gain came from the November 2011 purchase of the minority interest in Kata Enterprises, which the company says it already managed; the filing says the gain should instead have been booked as an increase in capital. Restated statements were filed on August 23, 2012; the filing does not give restated figures, so the effect on reported losses is not stated here.
9 Aug 2012material agreement● NeutralMajor
On August 6, 2012 the company signed a binding memorandum of understanding with Western Continental, Inc. to lease, with an option to buy, three patented claims (the Baltimore Silver Mine) in Jefferson County, Montana, to be followed by a definitive agreement within 90 days. Terms include a 10-year lease at $10,000 a year (from July 31, 2013), a 3% net smelter royalty, 10,000,000 restricted shares to Western, and a further $25,000 payment in 2013; the filing gives the purchase option price inconsistently as '$250,000' in words and '$500,000' in figures. No reserves are established and the definitive agreement was not yet finalized. Issuing 10,000,000 shares would dilute existing holders.
19 Dec 2011material agreement termination▼ BadMajor
The company abandoned the Colombian Kata deal: on November 18, 2011 the concession agreement was terminated and the $500,000 closing payment went to Kata's Colombian subsidiary, and on November 28 a second amendment (extending the seller's duty to hand over 100% of Kata to any termination of the underlying agreement, for $10,000) was signed. The filing cites uncertain approval of the concession application and possible Colombian mining-sector changes. The company says it will look for mineral properties beyond Colombia. Whether the company itself recovered the $500,000 is not stated clearly; the filing says the payment was transferred to the Colombian subsidiary, and the company still holds its 25% stake in Kata (inference: that stake is now in a company holding the terminated deal).
19 Dec 2011material agreement● Neutral
On December 14, 2011 the company leased nine unpatented mining claims in Yavapai County, Arizona from Marilyn Bashore (initial $500, $750 a year, 2% net smelter royalty, 15-year term) and bought one more claim for $1,000. The filing describes it as an early-stage prospect with no established reserves, and puts the initial work plan at about $5,000. This is a new, small property after the Colombian project was dropped.
29 Apr 2011asset acquisition disposition● NeutralMajor
On April 25, 2011 the company amended the Kata purchase agreement, paying the seller an extra $50,000 for the 25% stake (on top of the $500,000) and changing the terms of the options on the other 75%. The 50% option now involves $450,000 plus $1,000,000 in cash and 2,000,000 shares, tied to registration of the concessions and no later than March 2, 2012; the 75% and 100% options are each $1,000,000 plus 1,000,000 shares. The Kata deal still had not closed, and the forestry reserve overlap and the fallback of getting back only the $500,000 remain.
8 Apr 2011capital raising announcement● NeutralMajor
On March 30, 2011 the company sold 5,800,000 units at $0.25 each to eight non-U.S. investors, raising $1,450,000. Each unit is one share plus a warrant to buy another share at $0.50, exercisable from six months after issue until one year after closing, so existing shareholders are diluted by the new shares and potentially by the warrants. The filing calls this the initial closing and does not say what the money is for.
What it means for a shareholder
5.8m new shares at US$0.250 to raise about US$1.4m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
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2 Mar 2011material agreement● NeutralMajor
On February 25, 2011 the company agreed with Minera Kata S.A. to buy 25% of Kata Enterprises Inc. (Panama), paying $500,000 cash at closing, with options to buy the other 75%. Kata is meant to acquire an 85% interest in mining concessions in Nariño, Colombia, but had not closed that deal; the filing says the concession area overlaps a forestry reserve that would need reclassifying before significant exploration or mining, and the company warns the investment could be worthless if that fails. If the concessions are not registered to Kata by February 25, 2012, the seller must hand over 100% of Kata and the company is entitled to the $500,000 back.