10 Nov 2016listing compliance notice▼ BadMajor
Star Mountain Resources, Inc. deregistered its securities, ending its obligation to file reports with the SEC.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
4 Nov 2016material agreement▼ BadMajor
Star Mountain signed a binding letter of intent on October 27, 2016 to sell Balmat for $6.3 million, about half of it covering the defaulted TCA debenture and care costs, with the buyer also assuming its Hudbay obligations. It said it could not fund the mine and would deregister its stock with the SEC.
21 Mar 2016debt financing▼ BadMajor
Star Mountain's Balmat subsidiary, St. Lawrence Zinc, borrowed $500,000 from a New York state development authority, secured by its mining equipment and rights and guaranteed by the parent company and its other Balmat subsidiaries -- another layer of secured debt taken on to keep the mine funded.
29 Jan 2016auditor change▼ Bad
Auditor HJ & Associates resigned after selling its practice to Haynie & Company, which took over as Star Mountain's auditor; HJ's prior reports had flagged going-concern doubt over the company's recurring losses and working-capital deficit.
13 Nov 2015capital raising announcement● Neutral
An officer/director converted $875,000 of prior advances into convertible-note-and-stock units -- bridge financing to keep the newly acquired Balmat operation funded.
5 Nov 2015asset acquisition disposition▲ GoodMajor
Star Mountain closed both deals: it raised $1.565 million from a unit placement and completed the Northern Zinc acquisition, which delivered the Balmat Zinc Mine from Hudbay for $1.5 million cash upfront plus 550,000 shares against a nominal $9-17 million total price (the rest contingent on future ore shipments) -- becoming an operating zinc miner with plans to restart concentrate production within a year.
16 Oct 2015material agreement▲ GoodMajor
Star Mountain identified its target: it agreed to buy Northern Zinc LLC (issuing 10 million shares and assuming $1.39 million of its debt), which in turn would buy the Balmat Zinc Mine in upstate New York from Hudbay Minerals -- adding mining-industry veterans to a new board and advisory board and installing Northern Zinc's Wayne Rich as CFO.
6 July 2015capital raising announcement▲ Good
Star Mountain closed a $1.25 million private placement of stock-and-warrant units, including CEO Marchal converting $86,000 of prior loans into units, to help fund the pending mine acquisition.
17 June 2015capital raising announcement▲ GoodMajor
Star Mountain signed a letter of intent to acquire an unnamed base-metal mine in North America -- paying with 2.1 million shares plus $3.5 million cash at closing -- aiming to restart production that was currently suspended at the site.
21 May 2015capital raising announcement● Neutral
The newly renamed Star Mountain Resources issued about 1.45 million shares to its officers and directors as payment for services rendered in the first half of 2015, in lieu of cash compensation.
29 Oct 2014capital raising announcement● NeutralMajor
New CEO Joseph Marchal and director Edward Brogan converted $1.5 million of convertible debt (plus $175,433 accrued interest) into 3.35 million new shares, and halved their warrants' exercise price to $0.50 before exercising for another 750,000 shares -- consolidating insider ownership as the company rebuilt under new leadership after the Stanford scandal.
2 Oct 2014material agreement▼ BadMajor
After an internal investigation, the board voided a side deal in which Stanford's private company TBG took $750,000 from investor Donald Sutherland for stock and a royalty. The company alleged Stanford caused at least $2.59 million in losses. Sutherland, found blameless, returned 3.86 million of his 5.36 million shares, and Stanford's 25 million shares were cancelled.
26 Sept 2014material agreement● Neutral
The company settled disputes with its former CFO Robbie Chidester and his firm CFO Advantage: Chidester returned 500,000 shares for cancellation and the firm waived a $13,716 unpaid-fee claim, closing out a tenure that ran from the October 2012 reverse merger through his May 2014 resignation.
24 Sept 2014financial restatement▼ BadMajor
A deeper restatement followed: the 2013 annual report had wrongly booked former CEO Michael Stanford's personal expenses as company expenses and misrecorded a stock issuance to him -- an early public sign that Stanford, who had already resigned, had misused company funds.
23 May 2014financial restatement▼ BadMajor
The company (still named Jameson Stanford Resources) told investors that its quarterly financial statements for March, June and September 2013 can't be relied on because of accounting errors, and that corrected versions will be filed within 30 days. As of September 30, 2013 the fixes cut current liabilities by $721,997, raised additional paid-in capital by $1,018,617, added $302,450 to operating expenses and $23,200 to related-party interest expense, and increased the loss per share by $0.03. This came weeks before Stanford's resignation as CEO (about May 27, 2014) amid the board investigation, but the filing does not link the two (and is signed by Stanford as CEO).
28 Apr 2014financial restatement▼ BadMajor
The company restated three 2013 quarterly filings after finding accounting errors in how it recorded stock-sale proceeds, two large 2013 share issuances (230,426 and 5,360,000 shares), and mineral-claim maintenance costs.
12 Feb 2014auditor change▼ Bad
Auditor Mantyla McReynolds declined to stand for re-appointment -- its prior reports had already carried going-concern doubt -- and the company engaged HJ & Associates as its new auditor.
24 Oct 2013capital raising announcement● Neutral
The company issued a second $500,000 convertible note on similar 12% terms, this time to Edward Brogan, secured by the same Utah mining claims -- both 2013 notes were funding exploration almost entirely through insider debt convertible at a discount to market.
29 Aug 2013capital raising announcement● Neutral
The company borrowed $500,000 from Joseph Marchal via a 12% convertible note secured against its Chopar mining claims in the Star Mountain Mining District of Utah -- the property that would later give the company its name -- and brought on Marchal associate Michael Christiansen as a corporate-development executive.
30 Nov 2012business combination● Neutral
This is Amendment No. 2 to the same report of the October 29, 2012 Bolcán merger. The visible text matches Amendment No. 1 (25,000,000 shares issued, about 80% to Bolcán's former owners, 31,300,000 shares outstanding, Stanford as CEO, Chidester as CFO), and the cached text is truncated, so I cannot tell what, if anything, was changed.
28 Nov 2012business combination● NeutralMajor
This amended filing (Amendment No. 1) restates the report of the reverse merger with Bolcán Mining Corporation, which closed October 29, 2012. The shell company issued 25,000,000 shares for 100% of Bolcán, leaving Bolcán's former owners with about 80% of the 31,300,000 shares outstanding; Michael F. Smith resigned and returned 52,500,000 shares for cancellation, and Michael Stanford became CEO. It also adds full business disclosure: the company is now a Utah mineral explorer (Star Mountain claims and the Chopar Mine lease, about 3,740 acres), with first copper ore production expected before the end of 2012, and Robbie Chidester replaced Michael Christiansen as CFO. It adds detail to the merger already reported rather than a new event (the closing date is given here as October 29, 2012; the earlier summary says Nov 2).
2 Nov 2012business combination▲ GoodMajor
Jameson Stanford Resources, then a shell company with no operations, closed a reverse merger with Bolcan Mining Corporation: it issued 25 million shares for 100% of Bolcan's stock, leaving Bolcan's former owners with about 80% of the combined company; outgoing CEO Michael F. Smith surrendered 52.5 million shares, and Bolcan's Michael Stanford took over as CEO.