Each one in plain English, with the numbers worked through for a shareholder.
15 Aug 2017material agreement termination▼ BadMajor
The company says it ended its January 10, 2017 joint venture with Marigold Minerals Holdings, LLC (amended and ratified March 27, 2017), after a July 5 breach notice and a 30-day cure period that ended August 4. The termination took effect when the second notice was delivered on August 7, and on August 11 the two sides agreed to dissolve the venture, with the company not pursuing damages and Marigold agreeing not to interfere in the company's business, including the Tentory lease. This is the company's own account of Marigold's failures; the filing does not state any money paid or owed on either side. It also shows new leadership (Paul 'Mike' Muncy as CEO and Chairman) and a West Virginia address, and mentions a Tentory lease not covered in earlier filings.
25 Mar 2016security holder rights change▼ BadMajor
On March 16, 2016 the company created a Series C Convertible Preferred Stock, each share convertible into 133.333 common shares with matching votes and liquidation rights. The share count is garbled in the text ('2 400,000'); it is unclear whether 2 million or 400,000 shares were authorized. The filing does not name recipients. This follows the Series B preferred a month earlier and adds more potential dilution.
19 Feb 2016security holder rights change▼ BadMajor
On Feb 10, 2016 the company created a new Series B Convertible Preferred Stock of 200,000 shares, each convertible into 142.857 common shares with matching votes and liquidation rights. The filing does not say who will receive them. Converting all would mean about 28.6 million new common shares (calculated from the filing's figures), so this is potential dilution. The filing's own text also says 'identical rights as 100 shares', which conflicts with the 142.857 figure.
A day after publishing its first resource estimate, the company hired J. Streicher Capital as investment bank and J. Streicher Advisory as corporate finance adviser. The sequence tells you what the resource report was for: the company was preparing to raise money against it.
An independent technical report put a first formal number on the La Sabila project in Michoacan, Mexico: 6.3 million tonnes of indicated material containing about 955,000 ounces of gold, 4.65 million ounces of silver and 68,680 tonnes of copper, from three drilling campaigns totalling 11,300 metres. The company noted the estimate covers under 1% of its 37,316-acre holding.
On Dec 18, 2014 the company paid Duane Morris $500,000 and issued 600,000 shares (the 500,000 agreed plus 100,000 for the extension), settling all claims and releasing the lien on the Mexican properties. This closes the Duane Morris dispute that had hung over the company since 2011.
On Dec 8, 2014 Duane Morris agreed to push the payment deadline from Dec 1 to Dec 19, 2014, in exchange for 100,000 extra company shares. This shows the company had not met the Dec 1 deadline for the $500,000 payment.
Effective Oct 31, 2014 the company amended its Duane Morris legal-fee settlement (originally $1,614,216): it will pay $500,000 plus 500,000 shares in full settlement and Duane Morris will release its lien on the Mexican properties. Payment must be made before Dec 1, 2014 or the lien release lapses. This is a much smaller payoff than the earlier installment schedule, and it frees the Mexican concessions from the pledge if the payment is made.
On June 25, 2014 the company appointed John Scrudato, CPA as its new auditor, replacing Jeffrey & Company, which resigned in May. The filing reports no prior consultations or disagreements.
Auditor Jeffrey & Company resigned on May 13, 2014, a week after the PCAOB revoked its registration on May 6. Its report on the 2013 and 2012 statements had included a going-concern doubt, and the filing reports no disagreements. The company has not yet chosen a replacement.
5 Feb 2014asset acquisition disposition● NeutralMajor
On Jan 30, 2014 (closed Feb 4) the company cancelled the 300 million-share RTC share exchange and replaced it with a restructuring. RTC's owners (Wolz, Titan, Mercury6) now get 1,250,000 Class A Super Voting Preferred shares convertible into 125 million common shares, instead of the original common shares; the company will seek to raise authorized common from 150 million to 325 million to allow conversion. PTH, an RTC affiliate, will process the company's ore concentrate 5 days a month at its 29 Palms plasma plant, license its technology for 25 years royalty-free, and build a 10 ton/day company-owned plant for about $18 million (PTH pays one-third; company owes a $1.5 million down payment). PTH also gave the company a $5 million non-interest note due Jan 30, 2015. Chairman Pane and director Altieri again have interests in RTC owners and PTH. This ends the original RTC share exchange and the $5M benchmark-run mechanism, replacing it with a new structure.
On Sept 4, 2013 Hans Hertell became President, replacing Daniel Moon. His $500,000 salary and 1,000,000-share grant only start once plasma operations bring in at least $1 million a month for two months in a row, and his Hertell Group consultancy gets 9,000,000 shares immediately on a three-year contract. The RTC share exchange was cut from 300 million to 290 million shares, and the shareholder vote record date moved from July 9 to Sept 16, 2013; the vote is also to raise authorized shares from 150 million to 475 million. This continues the RTC deal and adds more dilution.
On May 22, 2013 the company signed a Mining Services Agreement with Mesa Acquisitions Group, LLC (owned by George Mesa, its Director of Security for the Mexican claims since Sept 2012) covering the Solidaridad I & II concessions (about 5,000 of its 37,000 acres). The contractor is to fund satellite imaging (about $400,000), infrastructure (about $10 million) and a processing plant (about $40 million), in return for 10 million new company shares plus a 30% revenue interest (company keeps 70%); the Chairman will also hand over 5 million of his own shares. The contractor only has to go on to Phases 2 and 3 if the imaging results are positive, and the company says a decision not to proceed would hurt it. The filing says Mesa would be deemed to hold 13.14% of the shares. This is the first outside-funded plan for the Mexican property since the 2009 five-acre program, which was never funded.
Professor Edgar Choueiri of Princeton, described as a leading plasma technology authority, joined the board on May 15, 2013 and receives 1,000,000 options at $0.25 per share. The press release says CEO Pane has worked with him for three years on the plasma process at the 29 Palms facility. This links to the pending RTC plasma deal.
On May 11, 2013 the company agreed to acquire Resource Technology Corp. (RTC) for 300 million new shares, held in escrow. RTC holds three ore supply contracts and a toll processing deal with Plasma Processing LP for a plasma plant in 29 Palms, California, entitling it to one-third of revenues. The share count is cut proportionately if a 20-day benchmark run does not yield $5,000,000 net to RTC, and closing is due by June 1, 2014. Related parties are involved: CEO Gennaro Pane would hold about 51% of the shares via Wolz and director Chad Altieri via Mercury6; both also hold interests in PP LP. An independent committee approved it, but shareholder approval and an increase in authorized shares are still needed. The deal would be a large dilution and a shift toward plasma processing alongside the Mexican property.
26 Mar 2013material agreement termination● Neutral
This amendment replaces the March 20 filing in full and adds detail: the mutual release covers all fees, expenses and warrants under the John Thomas agreement, and the $50,000 retainer was the only payment made to John Thomas. Otherwise it repeats the termination, the $20,000 refund, the unclosed bridge loan and the Source Capital engagement (3% fee plus 250,000 shares).
The company ended the November 2012 banking agreement with John Thomas Financial (effective March 12, 2013), with mutual releases, and John Thomas will refund $20,000 of the $50,000 retainer. A bridge loan term sheet with John Thomas had not closed. The company also hired Source Capital Group as exclusive placement agent, for 3% of financing proceeds plus 250,000 shares.
On November 29, 2012 the company signed a one-year exclusive investment banking agreement with an unnamed New York broker/dealer, paying a $50,000 non-refundable retainer and issuing a five-year warrant for 9.99% of fully diluted shares at $0.40. Future fees would run from 13% to 6% of consideration received, plus warrants for 10% of any equity issued. The filing says there is no certainty any funding will result. This replaces the unnamed bank advisory arrangement of Dec 2011 in the financing search (inference: the filing does not link them).
A second amendment to the Duane Morris settlement pushed the $403,554 first installment again, from July 24 to December 1, 2012; 5% interest on the $1,614,216 continues to accrue. Separately, on September 21, 2012 the company named George Mesa Sr. Director of Security for its Mexican mining claims and granted him 1,000,000 options at $0.12 per share, with no formal pay arrangement yet.
The company and Duane Morris (and Keli Isaacson Whitlock) amended the legal-fee settlement from May 2011: the first installment of $403,554, due May 24, 2012, was pushed to July 24, 2012. From May 23, 2012, 5% annual interest accrues on the $1,614,216 owed. This continues the existing Duane Morris debt thread and adds interest cost; all other terms are unchanged.
On November 29, 2011 the company signed a six-month agreement with an unnamed US-based investment bank (a registered broker/dealer) to provide initial advisory and other investment banking services as needed. A shareholder-update press release dated December 13, 2011 is referenced as an exhibit, but its content is not included here. The filing does not mention the SAK deal.
On May 24, 2011 the company settled its litigation with law firm Duane Morris LLP and Keli Isaacson Whitlock, agreeing to pay $1,614,216 in legal fees: generally four equal installments starting within a year, accelerated if it raises $5 million or more in a three-month period. It also settled mutual claims with Jack Kugler, with each side dismissing its claims. Jack Wagenti signs as Chairman, whereas Kugler was Chairman and CEO earlier. The filing does not say when or why leadership changed.
This amendment corrects the September 2010 auditor-change report: the new auditor is Jeffrey & Company, not Robert G. Jeffrey as originally stated. Everything else (dismissal of Mayer Hoffman McCann on September 28, 2010, going-concern paragraph, no disagreements) is unchanged.
On September 28, 2010 the company dismissed its auditor Mayer Hoffman McCann, whose report on the year ended May 31, 2010 included going-concern doubt, and hired a new auditor named as Robert G. Jeffrey, CPA. The filing says there were no disagreements with the former auditor, which confirmed this in a letter. (A later amendment corrects the new auditor's name.)
4 June 2010capital raising announcement● NeutralMajor
The company sold a further $772,500 of convertible notes to fifteen investors as of May 27, 2010 and $352,500 more to two investors as of June 2, 2010, after expanding the offering by up to another $1,000,000. All of these notes are set to convert into shares when the SAK Investment closes. It also disclosed consulting deals with HFP Capital Markets (2 million restricted shares, with the right to earn at least 2 million and up to 5 million more) and a placement agent letter (8% cash fee plus shares equal to 2% of securities sold), with fees due on closing of the SAK deal. This continues the SAK financing thread and implies more shares to be issued.
On May 20, 2010 the company signed a binding term sheet with SAK Arabia LLC of Dubai to sell 49% of its equity plus 10% of the gross resources extracted and refined from its concessions for $12,000,000. A definitive agreement is still to be negotiated, with exclusivity for the investor, required management employment agreements (otherwise the deal is void), break-up fees of $100,000 plus expenses capped at $350,000, and a nine-member board with four investor appointees if signed. For existing shareholders this would be a large dilution; the company says the money would fund drilling, feasibility studies and production preparation.
The company sold $227,500 of convertible notes to nine accredited investors as of March 2, 2010, under a new offering of up to $1,000,000. Unlike earlier rounds, this one carries a 10% commission and a warrant for 10% of the underlying stock. The conversion price is the lower of a 15-day average trading price or $0.25, conversion is allowed after September 1, 2010, and interest is 16%.
The company sold a further $50,000 of convertible notes to two accredited investors as of January 29, 2010. The conversion price is now $0.20 per share (down from $0.25 in October 2009), with 16% interest, conversion allowed after March 31, 2010, and maturity no later than December 31, 2011.
Around October 20, 2009 the company ended its $2,500,000 note offering and started a new one of the same size, selling $100,000 of notes to two accredited investors by October 23. The conversion price is now $0.25 per share (down from $0.30), conversion is allowed after March 31, 2010, interest is 16%, and maturity is no later than December 31, 2011.
The company sold another $50,000 convertible note on July 16, 2009 to one accredited investor under the $2,500,000 offering, with 16% interest and conversion allowed after August 31, 2009. This filing does not state the conversion price. The company's address is now Lake Mary, Florida, moved from Sanford.
