11 Jan 2013listing compliance notice● Neutral
Corrected the legal basis cited for suspending its reporting duty (from Rule 15d-6 to Rule 12h-3) - a technical fix, not a change of substance.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
8 Jan 2013listing compliance notice▼ BadMajor
Filed to suspend its SEC reporting obligations (127 holders of record, under the 300-holder threshold) - the company went dark less than 15 months after the Wildcat reverse merger and roughly a year after taking on $1 million of Sarasota Varca lender debt.
21 Sept 2012debt financing▼ Bad
Amended the June 2012 Sarasota Varca II loan to cut the lender's balloon-payment stock-conversion price from $0.25 to $0.10 per share in exchange for unspecified accommodations - a real sign the stock had weakened and the company needed the lender's continued flexibility.
18 July 2012director officer appointment● Neutral
Appointed Mike Thompson interim Chief Operating Officer to run site remediation at the May Day-Idaho Mine Complex, with a $10,000/month salary and options on 250,000 shares at $0.25 - the clearest sign yet the company was moving from paper mining claims toward actual site work.
28 June 2012debt financing● NeutralMajor
Borrowed a further $600,000 from Sarasota Varca II, LLC (10% interest, repayable in three $200,000 installments, with the lender able to demand repayment in milled gold from the company's La Plata County site) - a second loan from an entity bearing the company's own name.
29 May 2012annual report▼ BadMajor
First full annual report as the combined Varca/Wildcat: net loss widened to $2.4 million for the year ended Feb 29, 2012 (from $1.46 million the prior year) on interest expense from the new notes, with a $6.1 million cumulative deficit since Wildcat's 2005 inception; auditors again flagged going-concern doubt. Mining operations run under a lease with Fairview Land Corp.
20 Mar 2012director officer appointment▼ Bad
Director James M. Clements - Wildcat's original 2005 founder - resigned from the boards of both Varca and Wildcat.
21 Feb 2012annual report● Neutral
Filed a technical amendment to Varca's pre-merger 10-K for the year ended March 31, 2011.
3 Feb 2012material agreement● Neutral
Corrected a material error in the Nov 2011 merger 8-K: the royalty payable under Wildcat's Royalty Deed is actually 1% of net proceeds from a purchaser/smelter, not the originally-disclosed 3.5% of net smelter returns plus 7% of raw-mineral sale proceeds.
2 Feb 2012debt financing● NeutralMajor
Borrowed $400,000 (up to $500,000 available) from Sarasota Varca Associates, LLC under a 12%-interest subordinated secured note due July 2013, paying a 7% finder's fee to Rosie Investment Fund, LLC - the first outside debt raised since the Wildcat merger.
2 Nov 2011business combination▲ GoodMajor
Completed the reverse merger: acquired all of privately-held Wildcat Mining Corporation (15 patented lode gold-mining claims in La Plata County, Colorado, accumulated losses of $4.4 million since 2005) in exchange for 63,215,114 new Varca shares, making Wildcat's former stockholders ~92% owners of Varca. Sole officer/director Nadeem Lila resigned and surrendered 8,000,000 shares; Roger Tichenor (CEO), Randall Oser (President) and Paul Serluco (CFO) took over, HQ moved to Sarasota, FL, fiscal year-end changed to Feb 28, and Varca ceased being a shell company - Wildcat is the accounting acquirer going forward.
23 Sept 2011other● Neutral
The SEC declared the post-effective amendment to the registration statement effective.
29 Aug 2011business combination▲ GoodMajor
Signed a non-binding letter of intent to merge with Wildcat Mining Corporation (a privately held Nevada gold-mining exploration company) via a one-for-one share exchange, contingent on Wildcat first completing a private placement raising at least $750,000; the deal, if closed, would leave Varca renamed and controlled by Wildcat.
22 July 2011security holder rights change● Neutral
The majority shareholder (58.82% holder) approved a 2-for-1 forward split of the common stock, effective Aug 1, 2011 - a housekeeping step that, in hindsight, was preparing the share structure for the reverse-merger talks that became public four weeks later.
27 Apr 2011annual report▼ Bad
First annual report as a public shell: net loss of just $17,639 for the year ended March 31, 2011 (versus $7,247 the prior stub period), with a $24,886 cumulative deficit since inception - still no revenue and no operations beyond the small BC mining claim.
2 Aug 2010other▲ Good
The SEC declared the S-1 registration statement effective.
28 July 2010other● Neutral
Filed a further response letter to the SEC, concluding the S-1's comment process.
28 June 2010other● Neutral
Responded to the SEC's second round of comments on the S-1.
22 June 2010other● Neutral
SEC staff issued a second round of comments on the amended S-1.
7 June 2010other● Neutral
Responded to the SEC's comments on the S-1 registration statement.
28 May 2010other● Neutral
SEC staff issued its first comment letter on the S-1 registration statement.
5 May 2010securities registration▼ BadMajor
Filed its initial S-1 registration statement: a newly incorporated (Jan 2010) Nevada shell, Varca Ventures, registering 2,800,000 shares for resale by existing shareholders. Its only asset was a $300 mining claim staked on 357 hectares in the Similkameen Mining Division of British Columbia, held via a trustee; the prospectus itself states the company 'is considered to be in unsound financial condition.'