WESTMOUNTAIN GOLD, INC.

WESTMOUNTAIN GOLD, INC. deregistered its securities, ending its obligation to file reports with the SEC.

listing compliance notice

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.

bankruptcy or receivership

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.

debt financing

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.

debt financing

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.

debt financing

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.

debt financing

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.

debt financing

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.

debt financing

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.

debt financing

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.

debt financing

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.

asset acquisition disposition

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.

capital raising announcement

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.

debt financing

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.

debt financing

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.

material agreement

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.

debt financing

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.

debt financing

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.

debt financing

This information statement confirms a change in control after the Terra Mining deal: Gregory Schifrin (CEO) and James Baughman (COO) hold over 51% of the 11,852,313 outstanding shares (about 39.4% fully diluted, with 16,577,313 shares including warrants). Sole director Brian Klemsz is to resign and Schifrin and Baughman become the board, effective ten days after mailing; Mark Scott is CFO and Secretary. It continues the March 2011 acquisition story and says the company plans to add up to three independent directors.

business combination

The company (filing as WestMountain Index Advisor) closed its acquisition of Terra Mining Corporation and its subsidiary Terra Gold Corporation on February 28, 2011, issuing 1,500,000 restricted shares for Terra Mining and taking on $500,000 of BOCO debt for Terra Gold. Terra Mining holds 240 Alaska state mining claims (about 130 sq km) with 168,000 oz of inferred gold. The company also issued 5,000,000 shares for further Alaska claims, converted BOCO's $500,000 of notes into 1,000,000 shares plus a warrant for 1,000,000 shares at $0.001, and agreed to private placements of $630,000 (1,260,000 shares) and $370,000 (740,000 shares) at about $0.50. This changes the company from its earlier index-advisory business to gold exploration, with heavy new share issuance. The filing text was truncated, so remaining consulting terms are not covered.

business combination