WITS BASIN PRECIOUS MINERALS INC

The filing says that on January 13, 2012 the company filed a counterclaim in Minnesota state court seeking $650,000,000 against an unnamed counterparty (Case No. 27-CV-11-24590). The court set a schedule for the year on February 2, and on March 1 set an April 5 hearing on a request for sanctions and a protective order. The filing does not say who the counterparty is, what the original dispute is, or give any outcome. Although filed under 'material agreement', it describes a lawsuit, not an agreement. This is a new thread in the company's history.

material agreement

On December 14, 2009 the company borrowed $4,000,000 from Kenglo One, Ltd. by issuing a $5,000,000 note with no interest (a $1,000,000 discount), due February 14, 2011. Kenglo also received a five-year warrant for 16,000,000 company shares at $0.10 and an option to buy 1,299,000 shares of Standard Gold (formerly Princeton Acquisitions) at $1.00. The loan is secured on the company's assets, with pledges of about 85% of Standard Gold (18,584,544 shares), its 35% of Kwagga Gold (Barbados) and its 50% of CGMR BVI (subject to London Mining's consent), plus Hunter Bates' 100% of Gregory Gold. On December 17, 2009 the China Gold debt was also consolidated into a $6,153,321.86 Third Amended Note at 12.25%, still due on demand on or after February 15, 2010, with smaller February and July notes ($227,391.25 and $110,000) extended to February 15, 2010. As payment for these changes, China Gold got a new 1,600,000-share warrant at $0.01 and the exercise price on its 38,200,000 and 882,000 share warrants was cut from $0.075 to $0.01, and affiliate Pioneer Holdings got warrants for 7,000,000 shares at $0.01. This adds new secured debt and substantial dilution, and it continues the China Gold thre

material agreement

On September 29, 2009 the Hunter Bates share exchange with Princeton Acquisitions closed. Hunter Bates (holder of the Bates-Hunter Mine) became a wholly owned subsidiary of Princeton, and the company, which held about 95% of Hunter Bates (18,500,000 of 19,500,000 shares), bought 1,383,543 Princeton shares (about 81% of Princeton before the exchange) for $262,500, not the $250,000 first announced. After this the company holds 19,883,543 Princeton shares, about 94% (the earlier plan said about 98%). This completes the pending September 11 deal, with the company's indirect stake shown as 94%; the filing says Hunter Bates' business plan became Princeton's.

asset acquisition disposition

On March 17, 2009 the iron ore deal closed: London Mining paid $38.75M for 50% of CGMR BVI (the company holds the other 50%), and CGMR HK completed buying Sudan (160M RMB, about $23.3M) and Xiaonanshan (130M RMB, about $18.9M) from Lu Benzhao and Lu Tinglan. London Mining lent the company $5.75M (prime plus 2%, capped at 8%, due January 2014), which funded a $5.6M prepayment on the China Gold note, and London Mining's $1M note was amended to a $0.10 conversion price (from $0.20) and a fixed August 22, 2009 maturity. The terms give London Mining 99% of distributions until $44.5M is returned, a management fee of $5.5M in year one and $4.5M a year after, and an indemnity from the company that would be paid in CGMR BVI shares. The consulting agreement with Mr. Lu totals about $54M, about $15M paid and $38.6M deferred. Also, William Green received a $1M bonus plus a $890,000 payable, and his company Green Earth will operate the properties for $1.5M a year. This resolves the long-pending China acquisition and the London Mining letter of intent, but on terms that heavily favor London Mining until its capital is returned. The Zhaoyuan (Matang) acquisition remains pending.

material agreement

On January 12, 2009 the company and London Mining replaced their November 17 subscription agreement. London Mining would now pay $39.25M for 50% of CGMR BVI and lend the company $5.75M at closing, with its preferential right to get back $45M unchanged. The first escrow agreement, for about US$18.9M with about US$7.3M funded so far, was signed for the Xiaonanshan purchase, and London Mining agreed to lend CGMR BVI US$24.8M to fund the escrows, a loan that converts into its subscription at closing. Closing still depends on London Mining's due diligence, business licenses, mining permits and Chinese approvals, and the Sudan escrow agreement is still to come. This moves the November 17 deal toward closing but does not complete it.

material agreement

On December 22, 2008 the company combined its $9.8M China Gold note and a $441,000 secured note into one note of $10,421,107.18 at 12.25%, pushing the due date from December 31, 2008 to February 15, 2010. About $5.6M must be prepaid when the London Mining deal closes, and China Gold released its security over CGMR HK and agreed to release it over the rights to buy the Chinese properties once that prepayment is made, taking instead a pledge of the company's stake in the joint venture and a security interest in a $4.8M note from the venture. As payment, the exercise price of China Gold's two warrants for 40,082,000 shares was cut to $0.075 from $0.15 and $0.11, which is more dilutive for shareholders. This resolves the repeatedly extended China Gold maturity, and the filing says the changes were made to facilitate the London Mining subscription.

material agreement

On November 17, 2008 the company signed a subscription agreement under which London Mining would pay $45 million for a 50% stake in a joint venture company holding CGMR HK, which holds the rights to buy the Sudan and Xiaonanshan iron ore companies. London Mining would get preferential return of capital and distributions until $45 million comes back to it, and the venture would lend the company money, partly to pay down the China Gold loan. This turns the August 18 non-binding letter of intent into signed terms, but closing is still conditional on London Mining's due diligence, Chinese approvals, mining permits and debt restructuring. The press release says the closing date of October 31, 2008 has slipped to no earlier than mid-December 2008 because changes in PRC policy made the original WFOE buying structure unusable. The Zhaoyuan (Matang) purchase right, which the October 29 changes had set aside, must be transferred into CGMR HK as a condition of London Mining's subscription.

material agreement

On October 29, 2008 the company changed the China iron ore deals. For Sudan (160M RMB), only 40M RMB goes into escrow before closing and the remaining 120M RMB is payable within 90 days of closing based on the buyer's available cash, and rights for Sudan and Xiaonanshan (130M RMB) were assigned to CGMR HK. Xiaonanshan's closing now also depends on the sellers receiving an expanded mining permit. Zhaoyuan is no longer part of the immediate deal: its terms are to be negotiated after the other two close. This loosens the earlier staged-payment and all-three-close-together structure. Separately, the company received about $1.85M from Shaanxi Hua Ze on October 20, 2008, the refund owed under the July 31 termination of the nickel deal, from $2M originally paid with a $150,000 loss recorded.

material agreement termination

On August 22, 2008 the company issued London Mining Plc an unsecured $1,000,000 convertible note (8% interest, convertible at $0.20 per share), with $500,000 advanced on August 27 and up to $500,000 more available later. The note is repayable at the earlier of closing of the China iron ore acquisitions or August 22, 2009. It funds due diligence under an August 18 letter of intent in which London Mining would put in US$45M for a 50% stake in the China iron ore project, subject to due diligence and final documents. This is the financing partner the August 22 filing said was needed, but it is not yet a binding deal. The note adds potential dilution.

material agreement

On August 11, 2008 the company's China subsidiary Maanshan Global signed definitive agreements to buy three Chinese iron ore companies (Sudan, Xiaonanshan, Zhaoyuan) from Lu Benzhao and Lu Tinglan for 160M, 130M and 80M RMB (370M RMB in total). Total consideration is higher once a roughly US$10M consulting fee to Mr. Lu (up to US$44M more in incentives) and reimbursement of seller capital spending are added. This turns the earlier 620M RMB price letter into signed deals. A US$5M deposit has been paid, closings are conditional on each other and on government approvals by Dec 20, 2008, and the filing says significant financing must still be raised, expected through a joint venture with a third party. Separately, the company ended the nickel joint venture and supply contract with Shaanxi Hua Ze on July 31, 2008, with a $1.85M partial refund due within 20 business days. This ends the Xing Wang nickel interest listed in earlier filings.

material agreement termination

On July 24, 2008 the company again extended the maturity of its $9.8M China Gold notes, from July 14 to September 12, 2008. The filing restates the interest rate (8.25% to 12.25%) and the cut in China Gold's purchase-right price from $0.25 to $0.18 as consideration for the May 20 extension, and does not describe any new price or rate change for this one. This continues the cycle of short extensions; the filing does not say how the notes will be repaid.

material agreement

On June 12, 2008 the company closed the Bates-Hunter Mine purchase in Colorado, held through its wholly owned subsidiary Hunter Bates Mining Corp. It paid with a Cdn$6,750,000 limited-recourse note to George E. Otten plus 3,620,000 unregistered company shares. This resolves the purchase agreement signed in September 2006 and delayed through repeated deadline extensions (most recently to June 30, 2008). The note is interest-free until Jan 1, 2010, then 6%. It requires $250,000 by Dec 1, 2008, with later payments tied to mine profits (75% of quarterly profit once profit exceeds US$100,000) and any balance due by Dec 31, 2015. The note is secured by a deed of trust on the property. On default, the company is jointly liable only up to Cdn$2,000,000 less payments and share-sale proceeds. The 3,620,000 shares add to the share count.

asset acquisition disposition

On May 20, 2008 the company extended the maturity of China Gold notes totaling $9.8M from May 31 to July 14, 2008. In return it raised the interest rate from 8.25% to 12.25% and cut the price of China Gold's rights to buy up to 9.8 million shares from $0.25 to $0.18. This continues the China Gold financing, with its terms getting costlier for the company and more dilutive for shareholders each time the notes were extended; the filing does not say how the notes will be repaid.

material agreement

On February 13, 2008 the company sold Platinum Long Term Growth V a 10% senior secured convertible note for $1,020,000, due February 11, 2009 and convertible at $0.18 per share. It also issued a five-year warrant for 2,500,000 shares at $0.35 and made a previously issued 3,000,000-share warrant immediately exercisable. The note has price-reset and prepayment features that apply if the stock trades below $0.30 after August 11, 2008, and it is secured by nearly all company assets except the China-related entities pledged to China Gold, including Gregory Gold Producers and Kwagga. To get China Gold's consent, the company also pledged its China Global BVI and HK shares to China Gold and agreed to subsidiary guaranties. This is new secured debt that could dilute shareholders, and the conversion price of $0.18 is far below the $1.00 earlier notes were issued at.

capital raising announcement

On January 25, 2008 the company and its China Global subsidiary set the purchase price for the Maanshan Zhaoyuan and Xiao Nan Shan iron ore mines at 620 million renminbi (about US$86M), payable in stages of 25%, 50% and 25% after mining permits are verified. The deal still needs final agreements, government approvals, due diligence and reserve requirements, and the filing does not say how it will be funded. Separately, the Bates-Hunter purchase agreement was amended again: closing moved from March 31 to June 30, 2008, about $2.5M of due diligence costs were acknowledged, and a Cdn$250,000 cash payment can be deferred into a note payable by the earlier of production or January 2010. Bates-Hunter has still not closed, so this continues that thread.

material agreement

On December 12, 2007 the company signed a deal that lets it acquire the remaining 65% of Kwagga Gold (Barbados), the FSC Project holder in which it owns 35%, from AfriOre. It needs South Africa's mineral minister's consent by June 14, 2008, at least US$1.4M of exploration spending, and a US$1.162M payment to AfriOre by Dec 31, 2008 or within three months of finishing that spending, and AfriOre gets a 2% gross royalty (1% can be bought back for US$2M). This changes the FSC Project from a passive investment to a managed one, since the company becomes manager under an operating agreement. On December 18, 2007 the company and Easyknit settled, dismissing all claims with prejudice and releasing each other, which ends the termination-fee dispute (the filing gives no payment terms). On December 12 it also settled the China Global dispute with SSC: it gives up the option on 60% of SSC-Sino Gold and is deemed to own 100% of China Global BVI and HK plus two Chinese operating subsidiaries (Maanshan and Hubei WFOEs). It owes SSC about US$237K and US$256K by Feb 10, 2008 and $2.25M by the later of March 12, 2008 or completion of due diligence, while SSC owes it $1.75M on a similar date, with of

material agreement

On November 1, 2007 the company gave notice terminating the Easyknit merger agreement, citing material adverse effects at Easyknit, dissatisfaction with its due diligence, and Easyknit's breaches of covenant. On November 5 Easyknit replied that the termination was wrongful and demanded a $30M termination fee plus $500,000 expenses; the company calls this without merit and will keep fighting in the Minnesota case. This resolves the merger thread that began in April 2007, but the fee dispute remains open. Separately, on October 31, 2007 the company agreed with China Gold to move the maturity of all its notes (now four, including a $4M Note 3 and an $800K Note 4) to February 29, 2008, and cut the conversion price and the China Gold purchase-right price from $1.00 to $0.50 per share. The company can extend to May 31, 2008 by cutting both prices to $0.25. This continues the China Gold financing on terms that could dilute shareholders more.

material agreement termination

On October 15, 2007 SSC Mandarin sent notice terminating the July 27 agreements under which the company bought China Global BVI and China Global HK, alleging amended terms that the company breached. The company denies any amendment, says it paid and the deals are complete and not terminable, and says it has not received title documents; it holds about $8.9M of China Global notes maturing December 31, 2007. Separately, Easyknit counterclaimed in the Minnesota case, seeking a declaration that it may terminate and is owed a $30M termination fee, plus unspecified damages that could exceed $2M in expenses and $300M in lost profits; the company says the claims lack merit and will defend. Both threads are now disputed, and ownership of China Global, which the China Gold notes' security is tied to, is contested.

material agreement termination

On August 15, 2007 the company sued Easyknit and Race Merger in Minnesota state court, asking for a declaration that it may terminate the merger agreement because its due diligence led it to conclude the merger is not in shareholders' best interests, or alternatively because of a material adverse change in Easyknit's finances. It has not terminated the agreement, says it will keep complying until it is ended, and says its mining interests in South Africa, Mexico, the US and China go on regardless. This reverses the earlier course of the merger: the company is now trying to exit the deal it signed in April.

business combination

On July 27, 2007 the company bought 100% of China Global Mining Resources (BVI) for HK$10,000 (about US$1,300) and a Hong Kong shell of the same name; it had already lent China Global about US$8 million. China Global holds rights, subject to government approvals, due diligence and financing, to nickel, iron ore and gold-related mine deals in China, including a nickel joint venture needing about US$52M and an iron ore stake priced at $57M. The company also paid US$400,000 for 40% of SSC Mandarin Africa and US$100,000 for a three-year option on 60% of SSC-Sino Gold (US$5M exercise price), and guaranteed up to $2M of loans from William and Andrew Green; director Norman Lowenthal was chairman of the seller SSC Mandarin Financial until June 2007. This continues the China expansion funded by China Gold, with related-party links; the filing says funding for these deals is still being sought, so the large payment obligations are unfunded.

material agreement

On June 19, 2007 the company sold China Gold a third convertible note of $4,000,000 (8.25%, convertible at $1.00 per share, due September 17, 2007, extendable in 30-day steps to no later than December 31, 2007 while the Easyknit merger is alive) for about $3,920,000 after an $80,000 fee. The filing says $9,000,000 of notes have now been issued; $7,000,000 of proceeds was lent to China Global Mining Resources (BVI) for Chinese nickel and iron ore mine deals, and the company has agreed to acquire China Global, awaiting Easyknit's consent. The China Gold purchase obligation now ends at the earlier of April 10, 2008 or the merger becoming effective, and the notes are newly secured by the China Global loan receivables. This continues the China Gold financing and adds a new China mining thread; more convertible debt could dilute shareholders.

capital raising announcement

On April 20, 2007 the company signed a merger agreement with Hong Kong-listed Easyknit Enterprises Holdings Limited: a subsidiary of Easyknit merges into Wits Basin, which survives as a wholly owned Easyknit subsidiary. Wits Basin shares would be cancelled and converted into Easyknit shares, with Wits Basin holders getting about 46% of Easyknit on a fully diluted basis; the press release says a minimum of 21 Easyknit shares per Wits Basin share. Closing needs due diligence, approval of both companies' shareholders and an effective SEC registration, and the filing also provides for a 3% breakup fee (the press release cites US$30M), Stephen King and Norman Lowenthal joining Easyknit's board, and US-traded ADSs. This is the major turn in the story, though nothing is completed and the effect on holders is not yet final.

business combination

On April 10, 2007 the company agreed to sell China Gold, LLC up to $25,000,000 of secured 8.25% five-year convertible notes, and China Gold bought an initial $3,000,000 note (about $3M proceeds less a $60,000 fee). It committed to buy at least $9,000,000 more within 12 months, with more possible by mutual agreement. The notes convert at $1.00 per share after 120 days and automatically on completion of the Easyknit merger, and are secured by a pledge of the company's shares in subsidiary Wits-China Acquisition Corp. Separately, on April 13 it signed a six-month, $100,000 consulting agreement with Boston Financial Partners, controlled by Thomas Brazil, a holder of over 5%. This is major new secured debt that could dilute shareholders; additional notes depend on having enough authorized shares.

capital raising announcement

On March 9, 2007 the board adopted a 2007 Stock Incentive Plan reserving 5,000,000 shares, and granted CEO Stephen King a ten-year option on 3,000,000 shares at $1.02, vesting in six annual installments. Vesting of the last installment accelerates on completion of a merger with Easyknit Enterprises Holdings Limited or on each material mining acquisition the board deems material. This is the first mention of an Easyknit merger in the record; it adds potential dilution from new awards.

material agreement

On February 19, 2007 the company hired William Green, a sibling of significant shareholder Andrew Green, as President of Asia Operations on a three-year deal at $10,000 a month, with a ten-year option on 2,500,000 shares at $0.43. On February 23 it borrowed $700,000 from Andrew Green on a 6% note due March 31, 2007; if unpaid, either side can convert the balance into Green paying the exercise price on his 3,550,000 warrants and his 3,000,000-share right. As extra consideration, the warrant price was cut from $0.12 to $0.09125 and the $0.20 right was extended to December 31, 2007. This continues the Green financing thread and could add shares if converted.

material agreement

On December 18, 2006 the company signed a joint venture agreement with Journey Resources and Minerales Jazz under the June 28 Vianey option, confirming it has paid for and earned a 25% interest in the Vianey silver-lead-zinc mine concessions in Guerrero, Mexico. It keeps the right to earn another 25% through September 30, 2007, and the press release says it intends to do so on an accelerated basis (management's stated intention). This continues the Vianey thread: the first stage is done, the second is still to be earned.

material agreement

On September 20, 2006 the company signed the formal asset purchase agreement for the Bates-Hunter Mine and Golden Gilpin Mill, superseding the July 21 agreement. At closing, due on or before November 30, 2006, it must deliver Cdn$250,000, a Cdn$6,500,000 note and 3,620,000 restricted shares. This turns the July terms into a binding contract, though closing has not yet happened.

material agreement

On July 21, 2006 the company signed an agreement with Hunter Gold Mining to buy the Bates-Hunter mine and Golden Gilpin Mill. The press release says the price is mainly a Cdn$6.5 million seller-held mortgage at 5% with principal due only if the mine goes into production, plus Cdn$250,000 in escrow and 3.62 million unregistered shares that stay outstanding only if there is production. Final closing is subject to due diligence and other conditions. This revises the earlier Cdn$4.6 million price and moves the Bates-Hunter thread toward purchase; the CEO's description of the structure as favorable is management's view.

material agreement

On June 28, 2006 the company closed an option with Journey Resources to earn up to 50% of the Vianey silver mine concession in Guerrero, Mexico, by issuing 500,000 shares and funding $500,000 of exploration by December 31, 2006, then another 500,000 shares and $500,000 for the final 25%. Missing any requirement forfeits all rights. Separately, it took a 50% interest in Hawk's northern Ontario MacNugget claims for 40,000 shares, then sold part to MacDonald Mines for 50,000 MacDonald shares, leaving it with a 24.5% interest that may require further funding to maintain. This is a new Mexico project and a new related-party dealing with Hawk, approved by a committee of directors with no interest in Hawk.

material agreement

By April 30, 2006, 59 warrant holders exercised into 15,879,901 new shares, bringing the company net proceeds of about $3,819,000, which it intends to use for debt retirement, capital expenditures and working capital. Holders also get new three-year $0.50 warrants covering 7,939,950 shares. The board cut the Class B warrant price from $5.50 to $0.25; 807,167 were exercised and the other 3,482,922 expired. This resolves the repriced and extended warrant thread: it brings in cash but significantly dilutes existing shareholders, and further dilution is possible from the new warrants.

capital raising announcement

The board cut the exercise price on Friedland Capital's 200,000 warrants from $0.30 to $0.12 and allowed cashless exercise. It also extended 4,299,850 October 2003 placement warrants from March 31 to April 28, 2006, and cut the price on 4,241,500 of them from $0.75 to $0.25. Holders who exercise get a new three-year $0.50 warrant for every two shares bought. This continues the pattern of extending these warrants, now with a large price cut that could add many shares if exercised.

security holder rights change

The board raised the shares reserved under the 2001 employee stock option plan from 1,450,000 to 2,500,000. The company also signed a January 16, 2006 letter agreement with Hunter Gold Mining Corporation extending its Bates-Hunter option: phase one now due June 30, 2006, phase two October 31, 2006, and closing by November 30, 2006. The price is now stated as Cdn$4,600,000, replacing the earlier US$3,000,000. This continues the Bates-Hunter thread, with more time but a different, currency-denominated price.

material agreement

On January 21, 2005 the company completed the Bates-Hunter assignment started in September 2004, paying Ken Swaisland $61,500 and 250,000 unregistered shares for his rights to buy Hunter Corporation's assets (Bates-Hunter Mine, Golden Gilpin Mill, water treatment plant). It has advanced $315,000 for a roughly $500,000 Phase 1 and must show $535,000 of funding by March 30, 2005 for Phase 2 (about $650,000 total); it may buy the assets for $3,000,000 by November 30, 2005 plus warrants and royalties, or the agreement lapses. The press release's roughly 1.1 million ounce figure is described as a rough target, not a qualified resource estimate.

material agreement

On December 3 and 10, 2004 the company sold 8,450,000 units for $845,000 gross with no commissions, each unit being one share plus a warrant for half a share at $0.25 expiring December 31, 2006. Shares outstanding were 33,901,612 as of December 3, 2004. It must register the shares for resale within 60 days of the final closing or cut the warrant price to $0.10 and issue extra penalty warrants, a risk of further dilution.

capital raising announcement

On September 10, 2004 the company signed a proposal under which Ken Swaisland assigns to it his option to buy Hunter Gold Mining Corporation and its US subsidiary, which own the Bates-Hunter Gold Mine and Golden Gilpin Mill in Central City, Colorado. This is a new project beyond the South African and Ontario interests; per the press release it would need a $50,000 cash payment and 250,000 unregistered shares to close the assignment, financing is still being explored, and the full purchase would cost $3,000,000 plus royalties and 1,000,000 warrants if exploration proves viable by November 30, 2005.

material agreement

On August 27, 2004 (amended August 30) the company signed a Shareholders Agreement with AfriOre and Kwagga Gold (Barbados) replacing the June 2003 Heads of Agreement for the FSC Project in South Africa. Kwagga must issue the company about 33.6% of its equity for the $2.025 million advanced, rising to 35% after the final $75,000 of the $2.1 million commitment. The company can require a buyback of its shares for the unspent balance if Phase I is discontinued, gets 3 of 6 Kwagga board seats once fully funded, and holds veto rights over significant Kwagga actions. It may also advance $1.4 million for a further 15% stake.

material agreement

The company sold Brazmin back to Argyle Securities (completed August 3, 2004), reversing the February 2004 acquisition after about six months. It received $25,000 cash, a further $25,000 due by December 31, 2004, $100,000 each if pre-feasibility and bankable feasibility studies begin, a 10% carried interest and 10% of any sale proceeds, and Argyle returned 400,000 of the 700,000 shares; Argyle kept the 150,000-share warrant at $1.50. The company must still register the remaining 300,000 shares. The press release also reports the first FSC drill hole (2,984 meters) did not hit Witwatersrand rocks, and names Stephen D. King as a new director.

asset acquisition disposition

On May 28, 2004 the company raised $650,000 gross (about $525,000 net) through an 18-month secured convertible note to Pandora Select Partners LP, secured by substantially all its assets. It may repay in shares priced between $0.35 and $0.65, and it issued Pandora a warrant for 928,571 shares at $0.40, plus other warrants to Pandora affiliates (200,000 shares) and to Wayne Mills or his affiliate (475,000 shares at $0.40) for his personal guarantee. The press release says proceeds were used to pay $360,000 to former CEO Jack Johnson to settle litigation; it also says the company has advanced $1.95 million toward the $2.1 million needed for a 35% stake in Kwagga (FSC Project), with a deadline extended to June 30, 2004. This is the first secured debt after the company reported no debt in 2003.

capital raising announcement

On February 6, 2004 the company bought all of Brazmin Ltda., a Brazilian company holding exploration rights to four regions in Brazil, from Argyle Securities Limited for $50,000 cash, 700,000 company shares (valued at $686,000), a 5-year warrant for 150,000 shares at $1.50, and expenses under $20,000. This is the first concrete step into mineral exploration after the October 2003 placement, alongside an existing South African gold project (FSC) in which the company is a passive investor. Separately, because the resale registration from the October 2003 placement was not effective within 120 days, the company says it will issue 2,038,000 extra shares to those investors as a penalty, further diluting holders. If the 700,000 shares are not registered for resale by July 5, 2004, Argyle can cancel the deal.

asset acquisition disposition

Now named Wits Basin Precious Minerals Inc., the company completed a private placement on October 24, 2003 of 10,190,000 units for about $2,547,500 gross. Each unit is one share plus a one-year warrant for half a share at $0.75, which works out to $0.25 per unit. Placement agents received $250,500 in cash commissions and 4-year warrants for 1,002,000 shares at $0.50. This is the first filing under the new name and raises new cash after the company sold its operating businesses; the issue adds shares and warrants that dilute existing holders.

capital raising announcement

On April 30, 2003, after shareholder approval on April 29, the company completed the sale of its accounting software business (the Red Wing and Champion units bought in 2001) to Red Wing Software, Inc., which is principally owned by two employees, James Long and Kenneth Hilton. The buyer paid by settling about $1.45 million of the company's debt from the 2001 acquisitions: $752,427 cash to 17 holders who took 75 cents on the dollar, and $448,479 in new buyer notes to 7 others. The company says it now has no operating business assets, no debt and about $450,000 of net assets, and its address has moved to Minneapolis.

asset acquisition disposition

On March 14, 2003 the company sold its hosted solutions business to Stellent, Inc. for $650,000 in cash plus $150,000 reimbursement of expenses. It says its only remaining operating assets are the Red Wing and Champion accounting software units, which it has already agreed to sell to Red Wing Software, Inc., subject to shareholder approval. The board is looking for businesses to acquire afterwards. CFO Jeffrey Traynor is leaving (consulting through April 2003) and Mark Dacko takes over, and director Patrick Nelson resigned on February 26, 2003.

asset acquisition disposition

The company raised money through stock sales in May 2002: 500,000 shares at $0.75 to Boston Financial Partners ($375,000) and 800,000 shares at $0.75 to two investors ($600,000), half bought by a director's affiliate (Wyncrest, Ronald Eibensteiner). Buyers also got new warrants at $1.00 and $1.25, and Boston Financial's older warrants (originally $5.50 to $7.50 for 1 million shares) were repriced to $1.00. A $450,000 loan from a director's affiliate (Blake Capital, Wayne Mills) was partly converted ($150,000 into 200,000 shares at $0.75) and the rest repaid on June 10, 2002. Existing holders face dilution from the new shares and cheaper warrants, and the $0.75 price compares with the $5.50 warrant exercise price set in 2001.

capital raising announcement

The company completed a merger on September 18, 2001 buying Champion Business Systems, a Colorado maker of small business desktop accounting software, its second accounting software purchase of the year after Red Wing. Champion holders get $3,000,000 in total: company shares worth up to $1,500,000 (priced on a 10-day average of Nasdaq SmallCap bid and ask prices) plus the rest in cash, one-third at closing and two-thirds in four instalments at 4, 8, 12 and 16 months, backed by promissory notes secured by the company's Champion shares. It must register the shares for resale, and the sellers' shares are locked up, with 12.5% released every 3 months after registration. Champion's financial statements are promised by December 3, 2001.

asset acquisition disposition

The company bought all the stock of Red Wing Business Systems, a Minnesota maker of accounting software for small and mid-sized businesses (emphasis on farm and agricultural producers), on June 6, 2001. The sellers received 400,000 company shares and $1,600,000 cash, of which $400,000 was paid at closing and $1,200,000 is due in three $400,000 instalments at 6, 12 and 18 months. The filing also includes activeIQ's March 31, 2001 quarterly financials, showing a net loss of $1,115,734 on revenues of $35,311.

asset acquisition disposition

The deal closed on April 30, 2001: the company sold its petroleum business (via Meteor Enterprises) to Capco for $5,500,000 (cash $4,697,501, a $500,000 9-month note, and 100,833 company shares Capco held), merged with activeIQ, and reincorporated in Minnesota as Active IQ Technologies, Inc. Each activeIQ shareholder gets one company share plus a warrant for two shares per three held (exercise $5.50, expiring April 30, 2006). Shareholders approved all steps on March 27, 2001, so this resolves the proposals in the earlier proxy. The company also replaced PricewaterhouseCoopers with Arthur Andersen as auditor (no disagreements reported) and extended its public warrants for 690,000 shares to December 4, 2001.

asset acquisition disposition

The company (filing as Meteor Industries, Inc., a Colorado petroleum distributor) filed a preliminary proxy asking shareholders to vote on three linked proposals: selling substantially all its assets to Capco Energy under a January 30, 2001 agreement, reincorporating in Minnesota, and merging with activeIQ Technologies under a January 11, 2001 agreement. The filing says the Board makes no recommendation because three directors are also Capco directors, and each proposal gives rise to dissenters' rights. The asset sale is valued at $5,500,000.

business combination