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.
14 Feb 2014late filing notice▼ Bad
SOUTH AMERICAN GOLD CORP. notified the SEC that its quarterly report would be filed late.
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.
19 Nov 2013quarterly activities report▼ Bad
SOUTH AMERICAN GOLD CORP. reported a quarterly net loss of $79 thousand for the period ended 2013-09-30.
14 Nov 2013late filing notice▼ Bad
SOUTH AMERICAN GOLD CORP. notified the SEC that its quarterly report would be filed late.
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.
30 Sept 2013late filing notice▼ Bad
SOUTH AMERICAN GOLD CORP. notified the SEC that its annual report would be filed late.
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.
4 Apr 2013substantial holder notice● Neutral
ASHER ENTERPRISES, INC. EIN disclosed a new substantial SOUTH AMERICAN GOLD CORP. shareholding (9.99% of votes).
19 Feb 2013quarterly activities report● Neutral
SOUTH AMERICAN GOLD CORP. reported quarterly revenue of $0 for the period ended 2012-12-31.
14 Feb 2013late filing notice▼ Bad
SOUTH AMERICAN GOLD CORP. notified the SEC that its quarterly report would be filed late.
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.
19 Nov 2012quarterly activities report▼ Bad
SOUTH AMERICAN GOLD CORP. reported a quarterly net loss of $125 thousand for the period ended 2012-09-30.
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.
14 Nov 2012late filing notice▼ Bad
SOUTH AMERICAN GOLD CORP. notified the SEC that its quarterly report would be filed late.
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.
28 Sept 2012late filing notice▼ Bad
SOUTH AMERICAN GOLD CORP. notified the SEC that its annual report would be filed late.
24 Sept 2012substantial holder notice● Neutral
WESTERN CONTINENTAL, INC disclosed a new substantial SOUTH AMERICAN GOLD CORP. shareholding (12.62% of votes).
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.
15 May 2012late filing notice▼ Bad
SOUTH AMERICAN GOLD CORP. notified the SEC that its quarterly report would be filed late.
17 Feb 2012quarterly activities report▼ Bad
SOUTH AMERICAN GOLD CORP. reported quarterly revenue of $0 and a net loss of $62 thousand for the period ended 2011-12-31.
15 Feb 2012late filing notice▼ Bad
SOUTH AMERICAN GOLD CORP. notified the SEC that its quarterly report would be filed late.
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.