Each one in plain English, with the numbers worked through for a shareholder.
20 Feb 2008capital raising announcement▼ BadMajor
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.
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.
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.
4 May 2006capital raising announcement● NeutralMajor
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.
On October 13, 2005 the board gave director Stephen King a two-year warrant for 1,000,000 shares at $0.15 for consulting on the Colorado opportunities and a personal guaranty of corporate financing. It also cut the exercise price on Relevant Marketing's 300,000 warrants from $0.50 to $0.15 (its CEO is King's spouse), and extended 4,241,500 October 2003 placement warrants ($0.75) to November 30, 2005. These are related-party grants and a repricing, which dilute existing holders if exercised.
What it means for a shareholder
1.0m new shares at $0.150 to raise about $150,000. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
16 Dec 2004capital raising announcement● NeutralMajor
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.
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.
31 Oct 2003capital raising announcement● NeutralMajor
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.
What it means for a shareholder
1.0m new shares at $0.500 to raise about $250,500. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
12 June 2002capital raising announcement● NeutralMajor
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.
