Each one in plain English, with the numbers worked through for a shareholder.
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.
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.
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.
BOCO Investment, LLC, WestMountain Prime, LLC, Pat Stryker Living Trust, dated October, Pat Stryker disclosed a new substantial WESTMOUNTAIN GOLD, INC. shareholding (18.59% of votes).
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.
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.