History
Star Mountain, a Utah mining explorer born of a 2012 reverse merger, lost its CEO to scandal, bought a New York zinc mine, then agreed to sell it and left the SEC in 2016.
2012-2013: A shell becomes a miner
Jameson Stanford Resources began as a shell company with no operations. In a reverse merger (where a private business takes over a listed shell), it issued 25 million shares for all of Bolcan Mining Corporation. The deal closed on October 29, 2012, though an earlier summary gave November 2. Bolcan's former owners held about 80% of the 31,300,000 shares then outstanding. Outgoing CEO Michael F. Smith returned 52.5 million shares for cancellation, and Bolcan's Michael Stanford became CEO. Robbie Chidester replaced Michael Christiansen as chief financial officer.
The company described itself as a Utah mineral explorer. Its assets were the Star Mountain claims and the Chopar Mine lease, about 3,740 acres in all, with first copper ore expected before the end of 2012. The record for 2013 is thin, though the share count rose to 40,253,862 by year end.
2014: Restatements and the Stanford scandal
In April and May 2014 the company said its quarterly accounts for March, June and September 2013 could not be relied on. The errors involved how stock-sale proceeds, two large share issuances (230,426 and 5,360,000 shares) and claim maintenance costs were recorded. For September 2013, the fixes cut current liabilities by $721,997 and added $302,450 to operating expenses. Stanford signed that notice as CEO, then resigned around May 27, 2014 amid a board investigation.
A September 2014 restatement of the 2013 annual report found Stanford's personal expenses had been booked as company costs. In October the board reported that the investigation alleged Stanford had caused at least $2.59 million in losses. It voided a side deal in which his private company took $750,000 from investor Donald Sutherland for company stock and a royalty. Sutherland returned 3.86 million of his 5.36 million shares, and Stanford had 25 million shares cancelled. Those cancellations help explain the fall in shares to 17,969,729 at the end of 2014.
New CEO Joseph Marchal and director Edward Brogan then converted $1.5 million of debt, plus $175,433 interest, into 3.35 million shares, and exercised warrants for another 750,000 shares after halving their price to $0.50.
2015-2016: Balmat and the exit
In June 2015 the company signed a letter of intent to buy an unnamed North American base-metal mine whose production was suspended. In October it named the target: Northern Zinc LLC, bought for 10 million shares and $1.39 million of assumed debt, which would in turn buy the Balmat Zinc Mine in New York from Hudbay Minerals. Wayne Rich became CFO. On November 5, 2015 both deals closed, alongside a $1.565 million unit placement. Hudbay was paid $1.5 million cash plus 550,000 shares against a nominal $9-17 million price, the rest depending on future ore shipments. Shares stood at 37,951,229 at year end.
In March 2016 the Balmat subsidiary borrowed $500,000 from a New York state development authority, guaranteed by the parent. The company never raised the money to restart the mine. On October 27, 2016 it signed a binding letter of intent to sell Balmat for $6.3 million, about half of it covering a defaulted TCA Global Master Fund debenture and mine care costs, with the buyer taking over its Hudbay obligations. The company said it would deregister from the SEC, saying public company costs were no longer justified, and the deregistration was filed on November 10, 2016.
Written from the 13 story beats below (2012 to 10 Nov 2016), which come from the company's own announcements and filings.