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TRILLIANT EXPLORATION CORP

US:TTXP
No current share price held for this company.

Past year: ▲ 0%(0.00c – 0.00c USD)

Market cap
—
Shares on issue
—
Story beats
17 since 2007
Last event
2 Jan 2014

History

Trilliant moved from Blackedge claims to Ecuadorian gold, diamonds and Copper Island, funded by debt and share issues, ending 2013 with restatements, no auditor and a settled Trafalgar debt.

2007-2008: Staking a first claim

The company, then called Project Development Pacific, Inc., had begun as a health care database business and moved into mining in the last quarter of 2007. On 9 November 2007 it agreed to buy 80 mineral claims covering 99,240 hectares from Blackedge Strategic Capital and Consulting Ltd. for 10,000,000 company shares plus $500,000, with Blackedge also receiving a 3% Net Smelter Royalty, a share of future mining revenue. In February 2008, under its new name, Trilliant Exploration Corporation, it amended the deal. The cash and installments were dropped, and the whole price became 10,000,000 shares. The record does not confirm that the Blackedge purchase was completed.

2009-2010: Gold, diamonds and big plans

The record then goes quiet until March 2009, when Trilliant bought Compania Muluncaygold Corp. S.A., which held the Muluncay gold concession in Ecuador, from Compania Minera del Pacifico (MDP). It paid with a $3,600,000 note at 4.5%, repayable only once the mine reached 400 tons a day. It also released MDP from a $1,195,000 debt and agreed to invest $1,800,000 in the project. The company described itself as a shell company just before the deal.

In July 2009 it formed a UK subsidiary, Trilliant Diamonds Limited, which bought 10,000,000 Global Diamond Resources shares for £1,500,000, funded by a 12% loan from Benbrack Charkit Limited. A deal to buy 99% of Santafemining S.A., a tailings processor near Muluncay, for $1,631,844 was also signed, though completion was never confirmed. In September came far bigger ambitions: an $80,000,000 stock deal for Bozel S.A. of Luxembourg, and a £15,000,000 agreement to buy a further 100,000,000 Global Diamond shares from Samaza Limited. Neither was confirmed as completed. Bozel was terminated in December 2009 after a British Virgin Islands court order barred the seller from transferring the shares.

Meanwhile money was tight. In October 2009 a $210,000 convertible debenture from Trafalgar paid past-due mortgage payments, removing the threat of foreclosure on the Ecuadorian properties. In June 2010 the company signed a non-binding letter of intent to buy Fairfields Gold, a Mexican explorer. Its outcome was never confirmed.

2011-2012: Unpaid auditors and a change of direction

In January 2011 a $100,000 debt to Charms Investments was settled by issuing 100,000,000 shares to President and CEO William Lieberman, who had been assigned the debt. That left 186,231,500 shares outstanding, with Lieberman holding 53.7%. Year-end share counts rose sharply from 2011 to 2012, but the record does not explain the full change.

The auditor, Child, Van Wagoner & Bradshaw, resigned because the company could not pay its fees. Its reports on 2009 and 2010 carried going-concern doubt, meaning doubt the company could keep operating. It later withdrew its 2009 opinion after a significant transaction was called into question, and the company said its 2009 10-K and two 2010 quarterly reports could no longer be relied on. In mid-2012 the company turned to copper, signing a letter of intent for a 20% interest in Copper Island Mines Ltd., a private British Columbia explorer.

2013-2014: Copper Island and clean-up

In January 2013 Copper Island received 30,000,000 restricted shares for 125 of its Class C shares, far more than the 1,500,000 first mentioned. Year-end 2013 shares stood at 191,446,114.

In September 2013 the company concluded its unaudited 2012 statements were wrong. Shares recorded as issued to third parties were in fact held by the sole officer and director, and shares recorded as reducing debt were not delivered. A convertible debenture holder disputed a claimed $200,000 reduction, and the company hired lawyers to recover shares or money. Eric Radtke became CEO and President. RBSM LLP resigned as auditor on 10 December 2013.

Effective 30 December 2013, Trafalgar Capital, then in liquidation, agreed to cancel about $2,574,178 of debt and interest from 2008-2010 in return for a new $250,000, six-month note at 6%. As of 20 February 2014, no new auditor had been named, the restated filings had not been filed, and the Muluncay note, Benbrack debt and remaining Charms debt had no recent updates.

Written from the 17 story beats below (2007 to 2 Jan 2014), which come from the company's own announcements and filings.

Beat by beat

The events that changed the company's story, in plain English, each written against everything known about the company at the time. The dot shows whether it was good, bad or neutral for shareholders.

shares on issue market cap (log scale)

2014191m shares · US$3.2m market cap

  1. 2 Jan

    Effective December 30, 2013 the company and Trafalgar Capital (in liquidation) agreed to cancel all outstanding bonds, debentures and loan notes from 2008-2010, about $2,574,178 of accrued debt and interest, and replace them with a new $250,000 six-month note at 6% from January 1, 2014. This largely clears the Trafalgar convertible debt that had threatened dilution. Separately, RBSM LLP resigned as auditor on December 10, 2013 because the company could no longer rely on it to work in a timely and sufficient manner; no new auditor is named yet.

    auditor change

    191m shUS$3.2m

2013191m shares · US$3.1m market cap

  1. 3 Oct

    On September 30, 2013 the company concluded its unaudited 2012 annual and quarterly financial statements are wrong and should not be relied on, and plans to amend them. Shares recorded as issued to third parties for services and an asset deposit were in fact held by the company's sole officer and director, and shares recorded as reducing debt were not delivered to the debt holder. The holder of a convertible debenture did not confirm a $200,000 reduction and says the debenture is unchanged; the company has hired lawyers to try to recover the shares or money. Eric Radtke now signs as CEO and President, replacing William Lieberman.

    financial restatement

    191m shUS$3.1m
  2. 17 Jan

    On January 11, 2013 the company signed a Securities Exchange Agreement under which Copper Island Mines received 30,000,000 restricted shares of the company in exchange for 125 Class C shares of Copper Island. This follows the June 2012 letter of intent, which had spoken of 1,500,000 shares; the filing does not say what percentage of Copper Island the 125 shares represent. Issuing 30,000,000 shares dilutes existing holders (inference).

    capital raising announcement

    275m shUS$44.0m

2012621k shares · US$25k market cap

  1. 2 July

    Effective June 30, 2012 the board authorised a letter of intent to acquire a 20% interest in Copper Island Mines Ltd., a private British Columbia copper explorer with a 3,000-hectare property near Campbell River, with a definitive agreement proposed within about ninety days. The company is to give 1,500,000 restricted shares on signing, and the price for the 20% stake is still to be set in later talks. This is a new business direction after the earlier Ecuador, diamond and Mexico plans; the historical resource figures are labelled for reference only.

    material agreement

    621k shUS$25k

2011621k shares · US$31k market cap

  1. 16 May

    An amended filing adds that the former auditor withdrew its opinion on fiscal 2009 because later information called a significant transaction into question (the filing does not name the transaction). The company says the 2009 10-K and the June and September 2010 10-Qs can no longer be relied on and will be restated with reviewed or audited statements. This goes beyond the earlier unpaid-fees explanation for the resignation.

    auditor change

    621k shUS$31k
  2. 12 Apr

    The company accepted the resignation of its auditor, Child, Van Wagoner & Bradshaw, effective February 8, 2011 (reported April 12, 2011) because the company could not pay the audit and review fees owed. The auditor's reports on 2009 and 2010 carried a going-concern doubt, and the company said it would discuss a resolution of the fees and seek a replacement if that fails.

    auditor change

    621k shUS$2k
  3. 28 Jan

    On January 22, 2011 the board approved settling a $100,000 debt owed to Charms Investments (a July 1, 2009 loan convertible at $0.001 per share) by issuing 100,000,000 shares to William Lieberman, the company's President/CEO, to whom Charms assigned the debt. After this, the filing shows 186,231,500 shares outstanding, with Lieberman holding 100,100,000 (53.7%), Compania Minera del Pacifico 16,500,000 (8.8%), and Benstole Investment and Phillip C. Smith 10,000,000 each (5.3%). This settles part of the Charms borrowing noted earlier (the context showed $175,000 disbursed, so the remainder is not addressed here) and gives the CEO majority control; existing shareholders are diluted (inference from the share count).

    capital raising announcement

    287k shUS$4k

2010291k shares · US$3k market cap

  1. 11 June

    On June 3, 2010 the board approved a non-binding letter of intent to acquire 100% of Fairfields Gold S.A. de C.V., a Mexican private company exploring for gold and silver in central Mexico. A definitive agreement would involve a $160,000 cash deposit and let Fairfields Gold appoint additional board members; closing is targeted for about July 15, 2010 after a 15-day due diligence period in which either side can terminate. The company's address is now Hollywood, Florida and Jeffrey Sternberg signs as President/CEO, replacing William Lieberman. The press release says the deal remains subject to due diligence and final documents.

    material agreement

    291k shUS$3k

2009

  1. 10 Dec

    On December 5, 2009 the company terminated its September agreement to buy Bozel S.A. from Wellgate. A British Virgin Islands court order of September 24, 2009 in a case brought by Crastvell Trading Limited had temporarily barred Wellgate from transferring the Bozel shares. The filing says neither side owes penalties. The $80 million stock deal and $20 million loan will not go ahead.

    material agreement termination

  2. 13 Oct

    On October 12, 2009 the company borrowed $210,000 from Trafalgar through a debenture that Trafalgar can convert into company stock at the lower of the closing-date average price or a 15% discount to the lowest closing price in the five trading days after conversion. This can dilute existing shareholders (inference from the conversion terms). The filing says the proceeds paid past-due mortgage payments, so the Ecuadorian properties, including the Muluncay mine, are no longer in danger of foreclosure, resolving a risk flagged in an October 2, 2009 filing.

    capital raising announcement

  3. 30 Sept

    On September 24, 2009 the company agreed to buy 100,000,000 Global Diamond Resources shares (32.12% of the company) from Samaza Limited for £15,000,000, to be paid by issuing Convertible Loan Notes. This would greatly increase its diamond holding beyond the 3.2% stake bought in July.

    material agreement

  4. 15 Sept

    On September 8, 2009 the company agreed with Wellgate International Limited to buy up to 100% of Bozel S.A. (Luxembourg) for $80,000,000 of company stock, plus a $20,000,000 one-year loan to Bozel at no more than 14% interest. Completion requires buying at least 66% of Bozel and finishing due diligence. The price is very large relative to the company's earlier deals.

    material agreement

  5. 23 July

    On July 17, 2009 the company's subsidiary Ayapamba agreed to buy 99% (799 of 800 shares) of Compania Minera Santafemining S.A. from William W. Magers for $1,631,844, with completion expected in August 2009. Santafemining processes rock and sand tailings, has run at 80 tons per day since 2007 and is being expanded by 70 tons, and sits about one kilometer from the Muluncay operation.

    material agreement

  6. 9 July

    On July 1, 2009 the company formed a UK subsidiary, Trilliant Diamonds Limited, to run diamond exploration, which bought 10,000,000 shares of Global Diamond Resources PLC for £1,500,000. The company borrowed the same £1,500,000 from Benbrack Charkit Limited at 12% a year to pay for it. This moves the company into diamonds on top of its Ecuadorian gold work. The stake size was later restated in an amendment.

    material agreement

  7. 31 Mar

    On March 30, 2009 the company bought 100% of Compania Muluncaygold Corp. S.A., an Ecuadorian gold mining concession (the Muluncay Project), from Compania Minera del Pacifico (MDP), paying with a $3,600,000 promissory note at 4.5% interest. Repayment starts only once the mine reaches 400 tons per day. The company also released MDP from a $1,195,000 debt plus interest and agreed to invest $1,800,000 in Muluncaygold ($800,000 within 90 days, $1,000,000 within 180 days). The deal replaces an October 15, 2008 asset purchase agreement with MDP, which owned about 32% of the company's stock. The filing says the company was a shell company immediately before the deal.

    asset acquisition disposition

2008

  1. 22 Feb

    On February 18, 2008 the Blackedge claims purchase was amended: the installment schedule and the $500,000 cash payment were removed, so the whole price is now 10,000,000 shares, paid once all claims are transferred, due on or before February 28, 2008. Filed under the new name Trilliant Exploration Corporation. This reduces the cash the company must pay but the share count stays the same.

    material agreement

2007

  1. 9 Nov

    The company (then named Project Development Pacific, Inc.) agreed to buy 80 mineral claims covering 99,240 hectares in ten Townships from Blackedge Strategic Capital and Consulting Ltd. for 10,000,000 company shares plus $500,000, paid in ten installments by June 30, 2008. Blackedge also gets a 3% Net Smelter Royalty. This is the company's first mineral asset deal in the record.

    material agreement