18 Mar 2013listing compliance notice▼ BadMajor
UNIVERSAL GOLD MINING CORP. suspended its duty to file periodic reports with the SEC.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
7 Feb 2012asset acquisition disposition● Neutral
On February 2, 2012 the company sold 75,000 Rio Novo Gold shares through a broker for net proceeds of C$66,142.50, leaving it holding 425,000 Rio Novo shares. These are shares received in the 2011 Toldafria sale, so this is the company starting to turn that consideration into cash.
3 June 2011asset acquisition disposition▼ BadMajor
On May 27, 2011 (closed May 31) the company's Cayman subsidiary sold its option on the Toldafria gold project in Caldas, Colombia to Rio Novo Gold Inc. The company received $902,082 (of which $602,082 was the refunded escrow amount), 500,000 Rio Novo shares, and may get 766,667 more shares if Colombian concession and environmental conditions are met. It also agreed not to acquire mineral rights within 10 km of the project for two years. The pro forma accounts show an estimated loss of $659,968 on the sale. David Cather signs as interim CEO, so leadership has changed from David Rector.
17 Feb 2011material agreement termination▼ BadMajor
The Hemco share purchase agreement was terminated because closing did not happen by February 15, 2011, so the company decided not to exercise its option over the Hemco assets. It also decided not to go ahead with the private placement that was to fund the purchase, so the proposed $80 million preferred raise is dropped. This ends the Hemco thread.
6 Jan 2011material agreement● Neutral
On December 31, 2010 the company and NCGA amended the Hemco option agreement, and the company consented to an amended share purchase agreement between NCGA and the sellers. The deadline to close moved from December 31, 2010 to February 15, 2011, James Randall Martin must be appointed non-executive chairman at closing, NCGA pays an extra $125,000 on signing and $125,000 on closing, and the sellers get up to $5,000,000 in deferred payments at $1.00 per ounce of qualifying gold resource. This continues the Hemco thread.
6 Dec 2010farm in farm out agreement● NeutralMajor
The company said it intends to raise up to $80 million of convertible preferred shares (8% annual cash dividend, convertible into common at $0.10 per share, with warrants at $0.25) to fund buying all shares of RNC (Hemco) Limited under a November 30, 2010 option agreement with N.C.G.A. Project Acquisition Corp. It would be obliged to seek a Toronto Stock Exchange listing. This is a proposed financing only, and the conversion terms could heavily dilute common holders if completed. The address has moved to Vancouver.
14 Oct 2010capital raising announcement● NeutralMajor
The company sold 3,062,500 shares at $0.40 for $1,225,000 in a private placement (first closing September 20, 2010, second October 14, 2010), four times the $0.10 price of the earlier 2010 raise. Resale registration is due by December 28, 2010. Proceeds began on October 8, 2010 to fund the search for and due diligence on possible mineral property acquisitions, with no assurance any deal results. New shares dilute existing holders.
What it means for a shareholder
3.1m new shares at $0.400 to raise about $1.2m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
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26 Aug 2010material agreement● NeutralMajor
On August 24, 2010 the company amended its June 2010 option with Grafton over Kolar Gold Plc. It now has a new 90-day call option from August 16, 2010 to buy all of Grafton's Kolar shares (up to 16,535,000), paying 2.11 company shares plus two sets of 18-month warrants (at $0.75 and $0.90) per Kolar share, instead of the earlier US$6M cash plus US$6M shares. The £680,000 put right can now be used any time in the new period. Exercising would require a resale registration filing and seeking an AIM or TSX listing within six months. This replaces the earlier cash-and-shares terms; the same related-party links (directors Cather and Niven) are repeated.
19 July 2010capital raising announcement● Neutral
Two further closings on June 29 and July 8, 2010 sold 1,750,000 shares at $0.10 for $175,000, completing the offering at 39,500,000 shares and $3,950,000. The company also issued 375,000 shares to two unrelated firms for business development and corporate finance services, and must file a resale registration statement by September 21, 2010. The company says it filed voluntarily because these issuances are under 5% of shares outstanding.
6 July 2010material agreement● NeutralMajor
On June 29, 2010 the company's Cayman subsidiary paid £680,000 (about US$1,028,000) for a convertible loan note and warrants in Kolar Gold Plc, a company operating in India with a gold exploration agreement with GMSI. The company also has a 90-day call option to buy 7,160,000 Kolar shares from Grafton Resource Investments for US$6 million cash plus US$6 million of its own new shares, or a put right to sell the note and warrants back to Grafton for £680,000. This is the first mining-related move in the filings; the filing notes that Grafton holds about 2.3% of the company and that two directors have ties to Grafton or its noteholders (related-party links).
24 June 2010capital raising announcement● NeutralMajor
A second closing on June 22, 2010 sold 14,750,000 shares at $0.10 for $1,475,000, bringing the offering to 37,750,000 shares and $3,775,000. The maximum is now stated as 30,000,000 plus a 10,000,000 over-allotment, up from 5,000,000 earlier, with sales open through June 30, 2010. This continues the May raise and further dilutes existing holders.
What it means for a shareholder
14.8m new shares at $0.100 to raise about $1.5m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
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27 May 2010capital raising announcement● NeutralMajor
Now named Universal Gold Mining Corp., the company completed the first closing of a private placement on May 24, 2010, selling 23,000,000 shares at $0.10 for $2,300,000 with no commissions paid. Up to 30,000,000 shares plus a 5,000,000 over-allotment may be sold, and investors have registration rights with cash penalties if the company misses filing deadlines. New shares dilute existing holders. (The filing does not explain the name change or what became of the Diamond Sports plan.)
What it means for a shareholder
23.0m new shares at $0.100 to raise about $2.3m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
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11 Sept 2009auditor change● Neutral
Amendment No. 2 to the August 2009 auditor-change report repeats the Moore & Associates resignation and PCAOB revocation details. It adds no new facts beyond the earlier amendment, apart from dropping the non-reliance section.
11 Sept 2009auditor change● Neutral
The company dismissed Seale and Beers on September 9, 2009, having issued no reports, and engaged GBH CPAs, PC on September 10, 2009 for fiscal 2009. This is the replacement auditor needed after the Moore & Associates revocation; the filing reports no disagreements with Seale and Beers.
10 Sept 2009auditor change▼ BadMajor
The company disclosed that the PCAOB revoked Moore & Associates' registration on August 27, 2009, so its 2008 audit can no longer be used and the fiscal 2008 financial statements must be re-audited by a PCAOB-registered firm. The company intends to file amended 10-K financials once re-audited, which continues the auditor change and means its previously audited 2008 numbers cannot currently be relied on for SEC filings.
13 Aug 2009auditor change● Neutral
Auditor Moore & Associates Chartered resigned on August 7, 2009, and Seale and Beers, CPAs was engaged the same day. The prior audit report for fiscal 2008 carried a going concern qualification, and the filing reports no disagreements with the former auditor.
20 Apr 2009material agreement● Neutral
This amendment only refiles the September 2008 securities purchase agreement in unredacted form; nothing else in the earlier report changes. The filing carries no new business substance. The company's address is now c/o Gottbetter & Partners and the signer is David Rector as President, which differs from the earlier filings signed by Linda Farrell.
15 Sept 2008debt financing● NeutralMajor
The company closed $500,000 of 0% secured convertible notes with one investor (up to $1,000,000 possible) and lent the proceeds to Diamond Sports & Entertainment, a private minor league baseball company it is contemplating merging with. No definitive merger terms are agreed and neither side is bound to proceed. The notes mature in 15 months, convert at $1.00 per unit (one share plus a half warrant at $2.00), and carry full ratchet anti-dilution protection, which could dilute shareholders; Gottbetter Capital Markets took a 10% commission.
18 Apr 2008capital raising announcement● NeutralMajor
The company (then named Rite Time Mining, Inc.) changed its name to Federal Sports & Entertainment, Inc. on April 14, 2008, and raised its authorized common shares from 75,000,000 to 300,000,000, adding 10,000,000 preferred shares. It also issued 2,255,000 shares to its President and sole director Linda Farrell for services, approved a 2,000,000-share 2008 Equity Incentive Plan, and approved a 2-for-1 forward stock split payable April 28, 2008. Existing shareholders face dilution from the new shares and plan, though the split itself does not change their percentage ownership.