Each one in plain English, with the numbers worked through for a shareholder.
8 July 2011material agreement▲ GoodMajor
Signed the definitive Richardson agreement with US Gold and banked the first $200,000 option payment, with $100,000 due on each anniversary. Confirms the May letter of intent and brings in the company's first outside project money in over a year.
Select Resources agreed in principle to let US Gold spend up to $5 million and drill 30,000 feet at the Richardson gold project in Alaska to earn 60% of it. Someone else would pay to test the ground, and Tri-Valley kept 100% if US Gold walked away, which was the right structure for a company that could not fund exploration itself.
Raised $5.0 million gross, $4.7 million after fees, placing 10.1 million shares at $0.50. It matched the April 2010 raise in dollars but cost nearly three times as many shares, and came with penalty payments of 1% a month if the resale registration slipped.
What it means for a shareholder
10.1m new shares at $0.500 to raise about $5.0m. That's 18% dilution: every existing holder's slice gets 18% smaller. If you held $1,000 of shares (2,000 at the issue price), your slice goes from 0.00447% to 0.00365% of the company. To keep it you'd need 452 more shares - about $226 at the issue price.
Added a second $3 million at-the-market programme with C. K. Cooper, doubling the authorised drip-sale to $6 million, with the same $2 million earmarked for Claflin. Three months after the first programme, the funding need had not eased.
Issued another $835,000 of the 10% preferred stock to five investors to settle what it still owed for Great Valley Production Services, extending the debt-for-preferred swap done with the chairman three months earlier.
Bought back the dangerous half of the April 2010 deal: an institutional investor cancelled warrants over 2.1 million shares, and its right to take half of any future financing, in exchange for 1.2 million shares. Cheaper in shares than letting the reset warrants run.
27 Dec 2010asset acquisition disposition● NeutralMajor
Sold the Admiral Calder quarry in Alaska to Columbia River Carbonates for $2.5 million cash, five years after buying it for $3 million and never restarting production. With the Tri-Western sale in 2006 this ends the calcium carbonate business entirely.
Set up a $3 million at-the-market share selling programme through broker C. K. Cooper, mostly earmarked for Claflin development. Selling stock steadily into the open market, rather than in blocks to named investors, marks the point where identifiable backers had run out.
6 Oct 2010capital raising announcement● NeutralMajor
Chairman G. Thomas Gamble swapped $3.55 million the company owed him, an $850,000 loan and $2.7 million for Great Valley Production Services interests, for preferred shares paying a 10% cash dividend and ranking ahead of the common. It removed a cash debt but put its own chairman first in line ahead of ordinary shareholders in any wind-up.
The April placement's price-reset clause bit: two institutional investors, Capital Ventures International and Empery Asset Management, took 842,000 shares for a total of $842 because the stock had fallen below $1.30. Dilution handed over for nothing, and the first visible cost of the terms accepted three months earlier.
NYSE Amex issued a second equity deficiency notice: shareholders' equity had collapsed to $915,942 by March 2010, far worse than the $5.2 million that triggered the first warning in 2009. The company pointed to 305 barrels a day from Oxnard and a recovery to about $4.5 million of equity by June, still short of the $6 million minimum.
Raised $5 million from institutional investors at $1.30 a share, with warrants over 2.3 million more shares and, critically, a clause that reset the price if the company later sold stock more cheaply. Also sold a spare steam generator for $700,000 and put the South Belridge and Shields-Arms leases up for sale. The reset clause proves expensive: it triggers near-free share issues in July and forces a restatement in 2011.