Business Context and Reporting Period
This Form 8-K is filed by Oroplata Resources, Inc. (not American Battery Technology Co) for the reporting period of February 15, 2017. The filing details a Waiver and Amendment Agreement with Tangiers Investment Group, LLC, addressing defaults related to a failed registration statement filing and extending the maturity dates of outstanding convertible promissory notes.
Key Financial Metrics and Debt Obligations
The filing does not provide revenue, profit, cash flow, or margin data. It focuses on debt restructuring and equity issuance:
- Commitment Fee Note: $75,000 principal, 10% interest, originally due February 18, 2017.
- July Note: $121,000 principal, 10% interest, originally due April 18, 2017. Includes a warrant for 121,000 shares at $0.50/share.
- September Note: Up to $550,000 principal (initial principal due $110,000), 10% interest, originally due September 28, 2017.
- Collateral: A Security Agreement and Subsidiary Guarantee (Lithortech Resources, Inc.) cover all note obligations.
Material Changes and Amendments
On February 15, 2017, the Company and Tangiers entered into an Amendment to address the Company's failure to file a required Registration Statement (Form S-1) by the deadline. Key changes include:
- Waiver of Defaults: Tangiers waived all existing events of default and remedies, including acceleration and default interest rates, occurring prior to or continuing after February 15, 2017.
- Extension of Maturity: The maturity date for all Notes was extended to December 31, 2017.
- New Registration Timeline: The Company agreed to file the Registration Statement within 90 days of the Amendment and seek effectiveness within 180 days of February 15, 2017.
- Consideration for Waiver: The Company issued a new warrant for 500,000 shares at an exercise price of $0.15 per share.
- Share Exchange: On February 16, 2017, Tangiers surrendered 2,000,000 shares of Common Stock in exchange for a new warrant to purchase 2,000,000 shares at $0.001 per share.
Outlook, Risks, and Contingencies
The primary risk identified is the Company's previous failure to meet filing deadlines for the Registration Statement, which triggered the default waiver. The Company has committed to using its "best efforts" to file and declare the Registration Statement effective within the new 90-day and 180-day windows. Failure to meet these new deadlines could result in renewed defaults. The filing notes that the description of transaction documents is subject to the exhibits filed herewith.
Investor Verification Checklist
- Verify the current status of the Form S-1 Registration Statement filing relative to the new 90-day deadline.
- Confirm the total outstanding principal amount of the Notes, as the September Note allows for an indeterminate amount up to $550,000.
- Review the impact of the new warrants (500,000 shares at $0.15 and 2,000,000 shares at $0.001) on potential dilution.
- Check for any subsequent filings regarding the December 31, 2017 maturity date extension.
- Clarify the discrepancy between the request metadata ("American Battery Technology Co") and the filing registrant ("Oroplata Resources, Inc").