Each one in plain English, with the numbers worked through for a shareholder.
3 Jan 2007material agreement▲ GoodMajor
The company signed a binding letter of intent with Robert C. Shook of Casper, Wyoming to buy three Powder River Basin uranium projects (West Flank, North Rolling Pin, C-line) for $3,120,000. They are adjacent to or near its existing West North Butte, Nichols Ranch, Hank and Doughstick properties, and a 35-day due diligence period lets the company cancel if unsatisfied.
The company agreed to use geological reports held by George Hartman, its Vice-President, Mining and a director/officer, to stake and acquire uranium areas. It will pay him $0.40 per measured and indicated pound of uranium staked plus $750 per claim registered with the BLM, payable in company shares, with registration rights for the resale. This is another related-party arrangement with an insider, and the total cost depends on how much is staked.
The company amended its February 2006 Bluerock agreement on the Khavtsal property in Mongolia. Remaining cash payments to Uranerz fall from US$150,000 to US$75,000 and work commitments from US$3,000,000 to US$1,500,000, while Bluerock's total earned interest rises from 55% to 70%. After a feasibility study Uranerz can buy back 21% of the 70% by paying for defined measured and inferred resources. This gives up more of the Mongolian assets for lower commitments than the original deal.
The company agreed with Black Range Minerals of Perth, Australia to form a joint venture on two Red Desert (southwest Wyoming) exploration projects after a 42-day review. Black Range can earn 50% by funding the first US$750,000 of exploration within three years (at least US$100,000 a year), at no cost to Uranerz. Later stages let either side build up to 70% and then 100%, with a 6% royalty to the party that is diluted out. The Red Desert claims were staked in 2005, so this brings in a partner to fund their exploration.
Amendment No. 3 sets the March placement at 7,245,000 units and $7,245,000 to 134 investors, with the offshore tranche at 4,490,000 units from 110 investors and 3,622,000 warrants stated. Commissions stay at $88,660 cash plus 185,750 units. The U.S. tranche still shows 2,755,000 units against $2,745,000 proceeds, so some inconsistency remains. It is the latest correction of the same March raise, not new money.
Amendment No. 2 changes the March placement total to 7,250,000 units and $7,250,000 (3,625,000 warrants), with the offshore tranche now 4,495,000 units. Cash commissions are restated to $88,660 plus 185,750 units. The U.S. tranche still shows 2,755,000 units but $2,745,000 proceeds, so the filing is internally inconsistent. It is a further correction of the earlier figures.
Amendment No. 1 to the March placement report corrects the U.S. tranche proceeds from $453,000 to $2,745,000 and raises the stated cash commissions from $73,659.98 to $788,660 (plus 178,750 units). Totals are unchanged at 7,140,000 units, $7,140,000 and 3,570,000 warrants. This fixes errors in the original filing rather than adding a new raise.
The company reported a March 3, 2006 private placement of 7,140,000 units at $1.00 each to 134 investors, for gross proceeds of $7,140,000. Each unit has one share and half a warrant (3,570,000 warrants), exercisable at $1.75 until March 3, 2007 and $2.50 until March 3, 2008. Commissions are 7 1/2% on part of the funds, and the filing states $73,659.98 cash plus 178,750 units paid. This is far larger and at a much higher price than the $0.40 raise in late 2005. The filing contradicts itself: it lists 2,745,000 units but only $453,000 proceeds for the U.S. tranche, which is likely an error corrected in later amendments (inference).
What it means for a shareholder
7.1m new shares at $1.00 to raise about $7.1m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
The company signed a letter agreement to joint venture its eight Mongolian uranium projects with Bluerock Resources. Bluerock can earn 55% through cash payments and Bluerock shares (including $5,000 on signing, $30,000 plus 150,000 shares by March 31, 2006, and payments through 2009 totalling $205,000 in cash) and $3,000,000 of expenditures over 2006-2009; the company would keep 45% with a right to earn back 6% for $300,000. This moves the Mongolian licences built up in 2005 into a partnership.
The company signed an option and purchase agreement with Excalibur Industries for six Powder River Basin properties made up of 44 unpatented lode claims. It can take up to three years to spend the required development money and then gets 100% of the claims; it can terminate at any time during the option, and a royalty and an advance royalty are owed to Excalibur (amounts not given). It plans a feasibility study and preliminary permitting work from 2006, after a 30-day data review.
The company agreed to buy ten contiguous federal mining claims (about 200 acres) in Wyoming's Powder River Basin from an arm's-length private party, for $250,000 paid in three instalments over 14 months. It adds to claims it already holds in that area.
A small follow-on to the October raise: two investors bought 175,000 units at $0.40 for $70,000, with 87,500 warrants at $0.60 exercisable until November 17, 2006, and a 6% commission.
What it means for a shareholder
175,000 new shares at $0.400 to raise about $70,000. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
The company signed an option and joint venture with Triex Minerals on its two Saskatchewan Athabasca Basin properties (bought from Ubex in April). Triex can earn 60% of the Cochrane River property by paying $75,000 and spending $1,500,000 by May 1, 2008, and a further 10% by spending $1,500,000 more by November 1, 2009. The Ubex agreement was amended so the company can buy half of the 2% royalty for $1,000,000.