28 July 2021listing compliance notice▼ BadMajor
U.S. Lithium 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.
6 May 2020auditor change▼ BadMajor
On April 30, 2020 Sadler Gibb resigned as BioELife's auditor for the year ended December 31, 2019, having never issued an audit report for the company. The filing says there were no disagreements and gives no reason for the resignation. The company again has no auditor for its 2019 financial statements, and the filing does not say who will replace Sadler Gibb.
7 Apr 2020debt financing▼ Bad
On March 20, 2020 BioELife borrowed $60,000 from The Magic Owl Corp (a Nevis company) through an unsecured one-year note at 10% interest. It converts at a 30% discount to the then trading price, the same terms as the February 2020 Catanga note. This adds a new lender and more potential dilution.
2 Apr 2020auditor change● Neutral
The company, now filing as BioELife Corp. (formerly U.S. Lithium), reports that its auditor PLS CPA resigned on December 24, 2019. PLS had audited 2014 through 2018, and its reports carried a going-concern warning. Sadler Gibbs was engaged as the new auditor on January 24, 2020. The filing states there were no disagreements. It also confirms the company has been renamed BioELife Corp.
11 Feb 2020debt financing▼ BadMajor
On February 4, 2020 the company borrowed $100,000 from Catanga International S.A. through an unsecured one-year note at 10% interest. Unlike Catanga's earlier notes with fixed conversion prices, this one converts at a 30% discount to the then trading price. A floating price can mean more shares when the stock is lower.
6 Feb 2020material agreement▲ Good
On January 30, 2020 the company signed an agreement with International Healthcare Network (Pennsylvania) to buy certain of its CBD products (tinctures, gummies, a topical salve) at wholesale and resell them. The 8-K describes this as non-exclusive, but the attached press release calls it an exclusive, multi-year purchase and distribution agreement. No dollar amounts are given. This is the first customer deal under the new CBD business. The press release repeats that a name and symbol change is in progress.
24 Jan 2020capital raising announcement● NeutralMajor
On January 20, 2020 the company bought four hemp and CBD supply, manufacturing and sales contracts from Hemp Cloud 9 LLC in exchange for 4,700,000 new shares. The accompanying press release says the company will change its primary business from minerals to cannabinoids and plans to change its name and stock symbol within 30 days. This is a major break from the lithium and mineral claims story, and the share issue dilutes existing holders. The filing does not say what happens to the earlier mineral claims or options.
3 July 2019capital raising announcement● NeutralMajor
On June 28, 2019 unnamed debt holders agreed to convert $406,357.02 of principal and interest into 2,083,884 new shares at $0.195 per share. This clears that debt but dilutes existing shareholders. The filing does not name the holders or say which notes were converted, only that the debt was reported in the March 31, 2019 quarterly report. The $0.195 price is far above the earlier $0.015 to $0.03 conversion prices. The filing does not say why (possible inference: a share consolidation in the gap). The company's address is now Seal Beach, California.
13 Feb 2018material agreement● Neutral
On February 5, 2018 the company sold Catanga a $20,000 convertible note for $20,000 cash. It is due February 5, 2019, pays 10% simple interest, and converts at $0.021 per share. This continues the series of small Catanga loans.
15 Nov 2017material agreement● Neutral
On November 13, 2017 the company sold Catanga a $22,000 convertible note for $22,000 cash. It is due November 13, 2018, pays 10% simple interest, and converts at $0.021 per share. Another small loan from the same lender.
14 Sept 2017material agreement● Neutral
On September 13, 2017 the company sold Catanga a $20,000 convertible note for $20,000 cash. It is due September 13, 2018, pays 10% simple interest, and converts at $0.029 per share. This continues the run of small loans from Catanga.
3 Aug 2017capital raising announcement▼ BadMajor
On July 31, 2017 the company extended the maturity of seven notes held by Robert Seeley and Catanga by six months each, and cut the conversion price on all of them to $0.015 per share. A lower conversion price means more shares if the notes are converted, which dilutes existing holders. Separately, Seeley converted his April 8 and April 21, 2016 notes (principal $15,000 plus accrued interest) into 1,280,827 new shares. This resolves those two notes and dilutes other holders. The table also lists a $50,000 Seeley note (May 5, 2016), a $8,000 Seeley note (March 3, 2017) and a $25,000 Catanga note (May 23, 2017) that were not in earlier filings. It shows the June 2017 Catanga note maturing June 15, 2018, whereas the June 2017 filing said January 15, 2018.
22 June 2017material agreement● Neutral
On June 15, 2017 the company sold Catanga International S.A. a $40,000 convertible note for $40,000 cash. It is due January 15, 2018, pays 10% simple interest, and converts to shares at $0.018 at the holder's option. This is a new lender, extending the pattern of small convertible loans previously taken from Robert Seeley.
1 Mar 2017capital raising announcement● NeutralMajor
U.S. Lithium obtained an option from Diamond Hunter Ltd. to buy 100% of the Gochagar Lake nickel-copper-cobalt claims (four claims, 3,759 hectares, northern Saskatchewan), issuing 8,000,000 shares for the option. To complete, it must spend at least US$50,000 by June 1, 2017 and US$225,000 by July 12, 2018, and the seller keeps a 2% royalty, with a US$1,250,000 right to buy back 1%. The share issue dilutes existing holders.
13 Dec 2016material agreement● Neutral
Robert Seeley lent the company a further $15,000 (November 7, 2016, convertible at $0.019) and $20,000 (December 1, 2016, convertible at $0.030) through one-year notes at 10% simple interest. These continue the earlier Seeley notes, now under the U.S. Lithium name.
12 May 2016material agreement● Neutral
The company borrowed another $40,000 from Robert Seeley on May 11, 2016 through a one-year convertible note at 10% simple interest, convertible at $0.035 per share. This continues the series of small notes from the same lender.
4 May 2016material agreement● Neutral
The company borrowed $10,000 (April 8, 2016) and $5,000 (April 21, 2016) from Robert Seeley through one-year convertible notes at 10% simple interest, convertible into shares at $0.0125 and $0.015 per share. Conversion would add shares if exercised.
27 Apr 2016capital raising announcement● Neutral
The April 2016 letter of intent with Rangefront turned into a signed agreement on April 25, 2016: an option on four Esmerelda County, Nevada claims. The company issued 200,000 restricted shares to Rangefront's representative, which resolves the earlier letter of intent.
27 Apr 2016business combination● Neutral
The board approved changing the company's name from Rostock Ventures Corp. to U.S. Lithium Corp. on April 25, 2016, to be done by merging into a new subsidiary. The change was still to be reviewed by FINRA, with a later 8-K promised to confirm it.
13 Apr 2016material agreement● Neutral
On April 4, 2016 Rostock signed a letter of intent with Rangefront Consulting LLC for an option on four mineral claims in Esmerelda County, Nevada, in return for $3,500 and 200,000 shares. A definitive agreement was due by April 30, 2016, subject to due diligence.
23 Mar 2015auditor change● Neutral
Rostock dismissed M&K CPAS, PLLC as auditor on March 12, 2015 and engaged PLS CPA on March 16, 2015. The filing says there were no disagreements; M&K's reports on 2012 and 2013 carried a going-concern doubt.
15 June 2011capital raising announcement● Neutral
Rostock sold 714,286 restricted shares at $0.07 per share to Enavest Internacional S.A. for $50,000, with the full amount received by June 6, 2011. This adds shares to the total outstanding, diluting existing holders.
13 May 2010material agreement● Neutral
Rostock bought the rights to an exploration license for about 300 hectares in Hants County, Nova Scotia (Central Rawdon Mines area) from Marino Specogna for $3,000 on May 10, 2010. This adds a second Canadian gold property alongside the Yukon claims; the press release also mentions a McVicar Lode claim in Nevada.
9 Mar 2010auditor change● Neutral
Rostock replaced its auditor, dismissing Malone & Bailey, LLP and appointing M&K CPAS, PLLC on March 5, 2010. The filing says there were no disagreements, and repeats the prior auditor's going-concern warning (accumulated deficit of $114,868 at December 31, 2008).
12 Nov 2009debt financing● Neutral
Rostock Ventures (the company's name at the time, later U.S. Lithium Corp.) reports that it bought 59 mining claims in the Yukon from Coureur Des Bois for $11,025, paid in full on September 23, 2009. The claims cover about 3,200 contiguous acres in the Tintina Gold Belt and are described as a gold prospect; this filing was made in November 2009, after the payment and a September 21, 2009 press release.