13 Feb 2008substantial holder notice● Neutral
Donald S. Stoica reported a WITS BASIN PRECIOUS MINERALS INC shareholding of 7,168,976 shares (6.30% of votes) in a periodic institutional filing.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
8 Feb 2008substantial holder notice● Neutral
H. Vance White reported a WITS BASIN PRECIOUS MINERALS INC shareholding of 3,242,500 shares (2.90% of votes) in a periodic institutional filing.
6 Feb 2008material agreement● NeutralMajor
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.
18 Dec 2007material agreement● NeutralMajor
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
14 Nov 2007late filing notice▼ Bad
WITS BASIN PRECIOUS MINERALS INC notified the SEC that its quarterly report would be filed late.
5 Nov 2007material agreement termination▼ BadMajor
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.
22 Oct 2007material agreement termination▼ BadMajor
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.
15 Aug 2007business combination▼ BadMajor
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.
3 Aug 2007material agreement● NeutralMajor
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.
20 July 2007business combination▲ Good
On July 17-18, 2007 Easyknit filed an announcement in Hong Kong and its shares resumed trading there on July 18. A press release says Hong Kong's Securities and Futures Commission confirmed Wits Basin holders will not have to make a mandatory offer for Easyknit shares, which it calls satisfying a key condition for the merger. This continues the pending merger; nothing is completed, and the Form F-4 registration is still not available.
25 June 2007capital raising announcement● NeutralMajor
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.
21 June 2007substantial holder notice● Neutral
Andrew Joseph Green reported a WITS BASIN PRECIOUS MINERALS INC shareholding of 6,550,000 shares (6.10% of votes) in a periodic institutional filing.
25 May 2007business combination● Neutral
On May 21, 2007 the parties amended the Easyknit merger agreement to clarify the exchange ratio terms, fix the breakup fee at US$30 million instead of 3% of the merger consideration, and name an additional Easyknit board member. This continues the pending merger; it is not yet completed and still needs shareholder approval and an effective registration.
16 May 2007late filing notice▼ Bad
WITS BASIN PRECIOUS MINERALS INC notified the SEC that its quarterly report would be filed late.
26 Apr 2007business combination● NeutralMajor
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.
16 Apr 2007capital raising announcement● NeutralMajor
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.
2 Apr 2007late filing notice▼ Bad
WITS BASIN PRECIOUS MINERALS INC notified the SEC that its annual report would be filed late.
15 Mar 2007material agreement● NeutralMajor
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.
23 Feb 2007material agreement● NeutralMajor
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.
13 Feb 2007substantial holder notice● Neutral
H. Vance White reported a WITS BASIN PRECIOUS MINERALS INC shareholding of 3,242,500 shares (3.35% of votes) in a periodic institutional filing.
12 Feb 2007substantial holder notice● Neutral
Donald S. Stoica disclosed a new substantial WITS BASIN PRECIOUS MINERALS INC shareholding (7.10% of votes).
19 Jan 2007substantial holder notice● Neutral
Boston Financial Partners, Inc., Thomas E. Brazil, Gail Brazil disclosed a new substantial WITS BASIN PRECIOUS MINERALS INC shareholding (8.60% of votes).
19 Dec 2006material agreement▲ GoodMajor
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.
15 Nov 2006securities registration● Neutral
WITS BASIN PRECIOUS MINERALS INC filed the final prospectus for a registered offering.
17 Oct 2006substantial holder notice● Neutral
Andrew Joseph Green disclosed a new substantial WITS BASIN PRECIOUS MINERALS INC shareholding (9.80% of votes).
13 Oct 2006securities registration● Neutral
WITS BASIN PRECIOUS MINERALS INC amended a filing by which it registered a small-business securities offering with the SEC.
25 Sept 2006material agreement● NeutralMajor
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.
24 Aug 2006securities registration● Neutral
WITS BASIN PRECIOUS MINERALS INC amended a filing by which it registered a small-business securities offering with the SEC.
23 Aug 2006material agreement● Neutral
On August 18, 2006 the company signed a standby financing agreement with Andrew Green, who holds more than 10% of its stock, covering possible future joint venture or financing arrangements for exploration projects. In return, Green's right to buy up to 3,000,000 shares at $0.20, from an April 1, 2006 note amendment, was extended from August 31, 2006 to March 31, 2007. No specific financing was committed, and the extension could add shares if exercised.
15 Aug 2006securities registration● Neutral
WITS BASIN PRECIOUS MINERALS INC filed the final prospectus for a registered offering.