19 Oct 2020listing compliance notice▼ Bad
WESTMOUNTAIN GOLD, INC. withdrew a registration statement, abandoning the offering it covered.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
19 May 2017listing compliance notice▼ BadMajor
WESTMOUNTAIN GOLD, INC. deregistered its securities, ending its obligation to file reports with the SEC.
7 Mar 2017bankruptcy or receivership▼ BadMajor
WestMountain Gold and its subsidiary Terra Gold Corporation filed for Chapter 11 bankruptcy on March 1, 2017 in the Colorado bankruptcy court, and say they will keep operating as debtors-in-possession. The filing is a default on the Andres notes, the Dessi note and all of the BOCO notes and security agreements, including a new $172,520 BOCO note from November 2016 and a January 31, 2017 pledge by BOCO of a $1,224,140 certificate of deposit for the Alaska Department of Natural Resources performance guarantee. This follows the earlier defaults and BOCO's May 2016 demand; BOCO has the right to foreclose, but creditor enforcement is paused by the bankruptcy stay. The filing does not say what happens to existing shares.
18 Aug 2016debt financing▼ BadMajor
BOCO raised its credit line from $640,000 to $1,000,000 and advanced $80,000 on August 11, 2016; three directors (Klemsz, Bloom's family partnership, Creamer) also lent $80,000 in total, due August 31, 2016, with commitments of up to $160,000. The company attributes the borrowing to delays in revenue caused by operational problems at the Terra camp. It says its debts may need to be amended or swapped for new debt or equity, which could cause substantial dilution and raises the risk of little to no recovery for shareholders. BOCO is or can become owner of about 54.2% of the shares. The filing says interest continues at 5%, whereas the April note said 8%, an inconsistency in the filing.
31 May 2016debt financing▼ BadMajor
On May 25, 2016 BOCO formally demanded immediate payment of all ten notes, totalling about $5,714,841 in principal and interest. The company says it has been in default since December 15, 2015, and is considering options including continuing talks with BOCO. The notes are secured on company assets. This escalates the default described in earlier filings.
19 Apr 2016debt financing▼ BadMajor
BOCO provided a line of credit of up to $640,000 at 8%, due October 31, 2018, secured on company assets; $160,000 has been advanced so far, and BOCO can decline any further advance. The company says it has several loans owing to BOCO, mostly in default, that it could not pay if BOCO demanded payment; this note does not change their status. BOCO holds or can acquire about 61.9% of the shares.
28 Mar 2016debt financing▼ BadMajor
On March 22, 2016 the company borrowed $125,000 from BOCO on a secured note at 8%, due March 22, 2017. The money was paid to Ben Porterfield to maintain rights to certain mining claims. BOCO is, or has rights to become, owner of about 61.9% of the company's common stock.
20 Jan 2016debt financing▼ BadMajor
The company says the notes due to BOCO on October 1 and November 15, 2015 were extended to December 15, 2015 but are now in default. It cannot currently repay them and is negotiating an extension; BOCO has the right to use all remedies, including foreclosing on company assets. BOCO is owed $4,493,159 including interest. The May 2015 modification also lowered the BOCO note interest rate to 8%. Unsecured 2012 notes to Fabian and Bill Andres ($200,000 principal, $238,329 owed) are also in default. This reverses the progress made in the May 2015 restructuring.
14 Aug 2015auditor change● Neutral
The board dismissed auditor PMB Helin Donovan on August 10, 2015 and engaged EKS&H LLLP to audit the fiscal year ending October 31, 2015. The filing says PMB's reports for the past two years had no adverse opinion and that there were no disagreements. The filing does not give a reason for the change.
1 June 2015debt financing● NeutralMajor
The company says it missed the conditions of the 2014 BOCO modifications, so the BOCO loans had been in default since October 2013. A new May 15, 2015 agreement reschedules repayment: $100,000 due Oct 1, 2015, about $700,000 Nov 15, 2015, about $1,500,000 Nov 15, 2016 and about $1,852,115 Nov 15, 2017. BOCO converted $2,221,159 of unpaid interest plus $300,000 of principal into 21,009,658 shares at $0.12; Minex ($671,870) and Silver Verde May Mining ($37,950) also converted at $0.12, receiving 5,598,917 and 316,250 shares. Warrants were issued and re-priced, and BOCO exercised 6,886,615 warrants for $264,331. BOCO also gets a board seat and oversight rights, CEO Schifrin waived rights under his employment agreement, and BOCO provides a new $150,000 facility for 2015 mining camp costs. This is a major dilution event for existing shareholders. The $1,000,000 Dessi loan's due date was extended to December 14, 2016.
9 June 2014debt financing▼ Bad
BOCO agreed an amendment to the April loan modification: the three BOCO loans remain in default, and the extension of maturity to December 31, 2015 is now subject to conditions on the planned debt-equity offering, with the deadline for meeting them moved to June 30, 2014. The Minex conversion of $400,000 at $0.45 per share is unchanged. The filing gives no assurance the conditions will be met.
24 Apr 2014debt financing● NeutralMajor
BOCO signed a modification of three loan agreements that were already in default, extending maturity to December 31, 2015. The related vendor Minex Exploration agreed to convert $400,000 of what it is owed into shares at $0.45 each. Further BOCO steps (converting part of the notes and interest into shares, re-pricing and extending warrants, new warrants, and more BOCO investment) depend on conditions tied to a planned debt-equity offering, and the filing gives no assurance the company will meet them or raise the funds. This continues the open question on the BOCO maturities from late 2013, which are now confirmed in default.
18 Apr 2014debt financing▼ BadMajor
The company disclosed it is in default on the $100,000 annual royalty payment owed to Ben Porterfield under its lease, and the lease could be terminated if it is not paid by June 3, 2014. Separately, URenergy LLC won a $204,143 judgment (plus fees and costs) against the company over a defaulted loan, with no settlement reached yet.
18 Feb 2014asset acquisition disposition▲ GoodMajor
Through its subsidiary Terra Gold Corp, the company says it acquired 100% of the Terra Gold Project from Corvus Gold's Alaskan subsidiary, Raven Gold Alaska, for $1.8M cash and 200,000 company shares, with Corvus relinquishing royalty payments (per the press release). This appears to resolve the earlier open question about buying out the Corvus interest, though the terms ($1.8M plus 200,000 shares) differ from the February 2013 letter of intent ($6.0M plus 750,000 shares). The company also received a $1,000,000 bridge loan on February 14, 2014 from an accredited investor, due December 31, 2014 in cash; the exhibit names BOCO. This follows the $1,000,000 loan repaid on February 3, 2014. The press release says the loan came from two shareholders, and the filing does not say how the purchase was funded in detail.
7 Feb 2014debt financing● Neutral
At BOCO's request, the company repaid the $1,000,000 bridge loan in full on February 3, 2014, about ten months before its December 2014 due date. The filing does not say where the repayment money came from or why BOCO asked.
6 Jan 2014debt financing● Neutral
The company received the $1,000,000 bridge loan funds on December 31, 2013, repayable in cash by December 16, 2014. This filing's exhibit names BOCO Investments as the counterparty, whereas the December 23 filing named Guiseppe Dessi, so the lender's identity is inconsistent between the two filings; the later ones identify it as BOCO.
23 Dec 2013debt financing● Neutral
On December 17, 2013 the company signed a $1,000,000 promissory note with an accredited investor, repayable in cash by December 16, 2014. The exhibit is titled a convertible note and names Guiseppe Dessi as the counterparty, but the filing text does not give conversion or interest terms. Funding was not yet reported as received.
26 Nov 2013capital raising announcement● NeutralMajor
The company signed a deal with Lincoln Park Capital under which Lincoln Park bought 113,636 shares for $100,000 and is obliged to buy up to $10 million more of stock at the company's choice over 24 months, once a registration statement the company must file is declared effective. The company also issued 242,529 shares to Lincoln Park and must issue up to 404,216 more as it sells. Sales are capped so Lincoln Park holds no more than 9.99%, and proceeds are meant for general expenses and working capital. This opens a new equity funding source, with dilution as shares are sold. The press release's company description (right to earn 51% of Terra from Corvus) does not mention the February 2013 letter of intent for full ownership, so that deal's status is not stated here.
30 Aug 2013debt financing● Neutral
BOCO agreed, effective August 1, 2013, to push the due date of its September 2012 secured convertible note (stated as $1,852,115) from July 31, 2013 to October 31, 2013. The filing gives no other changed terms. This delays the earlier deadline; the principal figure differs slightly from the $1,853,965 in the earlier context.
1 July 2013debt financing▼ BadMajor
BOCO lent a further $500,000 on June 27, 2013, on a 15% secured note due December 31, 2013, with operating restrictions. It received another warrant for 1,250,000 shares at the lesser of $0.75 or 80% of the lowest later financing price, expiring June 26, 2018. This is the second such BOCO loan in about six weeks, adding to debt and potential dilution.
6 June 2013debt financing● Neutral
This amendment was filed only to add Exhibit 10.2 (the promissory note), which was left out of the May 24, 2013 filing for the $500,000 BOCO loan. The text otherwise repeats the earlier report, with no new terms.
24 May 2013debt financing▼ BadMajor
BOCO, the existing lender and shareholder, lent the company another $500,000 (received May 14, 2013) under a 15% note due October 31, 2013, secured on the company's assets, with operating restrictions. BOCO also received a warrant for 1,250,000 shares at the lesser of $0.75 or 80% of the lowest later financing price, expiring May 17, 2018. This continues the pattern of BOCO funding the company.
20 Mar 2013debt financing▼ Bad
On March 20, 2013 the company took a $600,000 bridge loan from three accredited investors, due September 15, 2013. It can be repaid in cash or by handing over 600 ounces of gold, provided gold is at least $1,500 per ounce at repayment; if not, more ounces may be due. This is new borrowing outside the BOCO notes.
25 Feb 2013material agreement● NeutralMajor
WestMountain signed a non-final letter of intent to buy the remaining interest in the Terra Project in Alaska, which would give it 100% ownership. It would pay $6.0 million in cash plus 750,000 restricted shares, in stages ($3.0M and the shares on April 15, 2013; $2.0M on July 15, 2013; $1.0M on April 14, 2014), plus a 0.5%-3% sliding royalty on precious metals and 2% on base metals, and $150,000 plus 250,000 shares to finish its vesting with International Tower Hill Mines. The filing text names the seller as Raven Gold Alaska, while the attached press release names Corvus Gold as the seller, so the counterparty is inconsistent within the filing; the press release says the deal replaces the earlier earn-in agreement, which gave Corvus 49% of production and up to a 5% royalty.
10 Oct 2012debt financing▼ BadMajor
The company replaced the August 2012 BOCO financing with an amended note of $1,853,965, still due July 31, 2013 at 15% and convertible at the lesser of $3.00 or the lowest later financing price. The new warrant covers 1,853,965 shares at the lesser of $1.50 or the lowest later financing price, expiring September 30, 2017. A separate consulting agreement with BOCO came with a warrant for 1,250,000 shares at $0.25, also expiring September 30, 2017. This supersedes the August deal and adds more warrants for the same lender.
14 Aug 2012debt financing▼ BadMajor
On August 8, 2012 the company issued BOCO a $1,831,538 secured convertible note, due July 31, 2013 at 15% interest, which includes the earlier $350,000 (November 2011) and $50,000 (June 2012) notes. It is convertible at the lesser of $3.00 or the lowest price in a later financing, and comes with a warrant for 1,250,000 shares at $0.25 expiring August 7, 2017. This grows the BOCO debt and the potential dilution well beyond the $300,000 loan of November 2011.
21 Nov 2011debt financing▼ BadMajor
On November 15, 2011 the company borrowed $300,000 from BOCO Investments, already a shareholder and the lender behind the earlier Terra notes. The note is secured by company assets, due in six months at 12% interest, convertible to stock at a discount at BOCO's choice, and comes with a warrant for 200,000 shares at $4.00 expiring November 15, 2021. It adds secured debt and operating restrictions, continuing the company's reliance on BOCO.
17 Aug 2011listing compliance notice▼ Bad
WESTMOUNTAIN GOLD, INC. withdrew a registration statement, abandoning the offering it covered.
18 Apr 2011auditor change● Neutral
On April 15, 2011 the company dismissed its auditor Cordovano and Honeck LLP and hired PMB Helin Donovan LLP for the year ending December 31, 2011. The dismissed firm's reports for 2009 and 2010 carried a going-concern warning, and the filing reports no disagreements. The filing does not state why the change was made; it follows the change of management and business in early 2011.
18 Apr 2011material agreement▼ Bad
On April 7, 2011 the company signed a two-year services agreement with Logic International Consulting Group for advisory services, paying $30,000 initially and then $40,000 a month, and issued Logic a warrant for 1,200,000 shares at $1.00 expiring April 6, 2014. This adds a fixed monthly cost and more potential dilution after the Terra Mining acquisition.