17 Mar 2014listing compliance notice▼ BadMajor
Brigus Gold Corp. terminated the registration of a class of securities, ending its reporting obligation for them.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
5 Mar 2014listing compliance notice● NeutralMajor
Brigus Gold Corp.'s exchange filed to remove a class of its securities from listing.
2 Sept 2010material agreement● Neutral
On Aug 27, 2010 Brigus agreed that Richard Nanna, Senior VP of Exploration, will leave on Sept 30, 2010, with severance of $825,000 paid in a mix of cash and Brigus shares plus a cash payment equal to 36 months of health coverage. His options stay exercisable until the earlier of expiry or Sept 30, 2011. He was one of the three executives whose contracts were amended in June, and this is another senior departure after the merger. The filing does not say who will lead exploration or why he is leaving, and the cash/share split is not given.
5 Aug 2010material agreement● NeutralMajor
On Aug 3, 2010 Brigus and its Black Fox lenders (RMB and Macquarie) pushed the deadline for the Black Fox technical review, new resource model, life-of-mine plan and cashflow model from May 31 to Sept 30, 2010. They also replaced the March 2010 repayment schedule with an interim one: $0 on Sept 30, 2010, $5m on Dec 31, 2010, then about $4.09m a quarter from Mar 2011 to Mar 2013 (about $36.8m in total). This replaces the earlier plan in the merger proxy of $10m more at closing and $15m by year-end, and it is only interim: a final schedule will follow once the lenders approve a cashflow model, and if the conditions are not met the older, heavier schedule applies. Separately, Timothy Smith, VP of U.S. and Canadian Operations, left on July 31, 2010 and will consult until Oct 31 to hand over to the new COO, with $50,000 consulting fees, $200,000 severance and $16,994.40 for insurance; his options stay exercisable until the earlier of expiry or July 31, 2011.
3 Aug 2010capital raising announcement● NeutralMajor
On July 29, 2010 Brigus completed a Cdn$14m placement of 10,000,000 tax-advantaged 'flow-through' shares at Cdn$1.40, intended for exploration and development at Black Fox, Grey Fox and Pike River. Underwriters Haywood, Cormark and Brandt get Cdn$840,000 in fees and options on 980,000 shares at Cdn$1.40 for 24 months, and the company agreed to register the shares for resale and not to issue equity for 120 days (with exceptions). It also issued 702,679 shares to former CEO David Russell at $1.139 each (about $800,351), which looks like the investment discussed at the merger closing (inference), and 564,250 shares to Haywood as part payment of its merger success fee. These new shares dilute existing holders.
What it means for a shareholder
980,000 new shares at C$1.40 to raise about C$840,000. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
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30 June 2010asset acquisition disposition● NeutralMajor
The Linear merger closed on June 25, 2010 and Apollo became Brigus Gold Corp. Each Linear share was exchanged for 1.3686 Brigus shares (the earlier 5.4742 ratio after the one-for-four consolidation), and about 60.5m shares plus replacement warrants and options were issued to Linear holders, who own about 42.9% fully diluted. Apollo's shares were consolidated one-for-four on the same day, ending the open merger thread. David Russell resigned as CEO and director and signed a severance agreement for $1,710,000 plus 36 months of health coverage, with options kept exercisable up to a year after closing and one-year restrictions including on dealings with Calais, which owes Brigus the notes; he and the company also discussed him possibly investing up to $800,000 in shares. The principal office is now in Halifax, Nova Scotia. The filing is truncated, so the remaining items (such as the shareholder vote and director changes) are not shown.
21 June 2010material agreement● Neutral
On June 18, 2010 Apollo amended the employment agreements of CEO David Russell, CFO Melvyn Williams and exploration head Richard Nanna, said to be for compliance with a US tax rule (Section 409A) and to continue their employment; all other terms stay the same. The filing gives no new pay figures.
26 May 2010business combination● NeutralMajor
Apollo filed its final proxy statement dated May 26, 2010 for the June 24, 2010 shareholder meeting on the Linear merger, replacing the April draft. The letter says Apollo holders would own about 53% and Linear holders about 47% of the combined company, and the one-for-four consolidation would not change anyone's percentage ownership. It says Black Fox debt is $51.8m, with a further $10m repayment planned at closing and another $15m by Dec 31, 2010, leaving about $27m at year-end (a plan, not a result). It names Brigus Gold Corp., puts Wade Dawe as CEO and President, and says a COO search is under way. The filing is truncated, so the rest of the circular is not shown.
18 May 2010business combination● Neutral
On May 18, 2010 Apollo announced the combined company will be named Brigus Gold Corp. after the Linear merger closes, with a one-for-four share consolidation (one new share for every four Apollo shares), both needing shareholder approval (at least two-thirds of votes cast at Apollo's meeting). Both companies' shareholder meetings are set for June 24, 2010 (record date May 25), and the merger is expected to close by the end of June 2010. The release also says the combined company will advance the Box deposit at Linear's Goldfields property in Saskatchewan and the Ixhuatan and Huizopa projects in Mexico. This sets the dates for the vote that the earlier proxy drafts left blank.
4 May 2010business combination● Neutral
On May 4, 2010 Apollo put a new presentation about its proposed merger with Linear Gold on its website and filed it as an exhibit. The filing text states no new terms or figures; the presentation's contents are not shown here.
26 Apr 2010business combination● NeutralMajor
Apollo filed a preliminary proxy statement and circular for the shareholder meeting on the Linear merger. Shareholders will vote on issuing shares for the arrangement, option plan amendments, a name change, a one-for-four share consolidation, electing seven directors, reappointing auditors, and ratifying the shareholder rights plan. The meeting date, record date and new name are still blank, and the filing fee was calculated on 242,083,209 shares at $0.35. This is a draft step toward the merger vote, which has not yet happened.
26 Apr 2010business combination▲ GoodMajor
On April 23, 2010 Apollo unwound its Canadian dollar currency hedges tied to the US$70m Black Fox facility and received about US$8.2m, which it used to reduce that debt. The press release says debt falls to about US$51.8m, and to about US$41.8m after a further US$10m repayment once the Linear merger closes. Apollo also plans a name change and a one-for-four share consolidation, effective only if shareholders approve and the merger closes. The consolidation does not change anyone's percentage ownership, apart from cancelled fractional shares. This continues the debt paydown and the merger.
13 Apr 2010business combination● Neutral
On April 12, 2010 Apollo posted a revised version of its Linear merger presentation on its website and filed it as an exhibit. The filing text itself states no new terms or figures.
1 Apr 2010business combination● NeutralMajor
On March 31, 2010 Apollo, its Alberta subsidiary and Linear Gold signed the definitive Arrangement Agreement, replacing the March 9 letter of intent. Each Linear share becomes 5.4742 Apollo shares, leaving Linear holders with about 42.9% of Apollo (fully diluted), so current Apollo holders are diluted. Wade Dawe becomes CEO, David Russell resigns with payments up to about US$1.7m, the board has seven seats, and a Cdn$4m break fee applies to either side in specified cases. Closing needs court, shareholder, TSX/NYSE Amex and regulatory approvals, plus the lenders' support and lock-up agreements to stay in force. This turns the earlier letter of intent into a binding agreement; the merger has not closed.
24 Mar 2010business combination● Neutral
On March 24, 2010 Apollo issued a press release on Black Fox's 2010 outlook: 100,000 oz of gold at about 2,000 tonnes per day, total cash costs of $500-$550 per ounce, and about $33m of capital spending. Underground development is to start in Q2 2010 and first underground ore in Q3 2010, with 110,000-120,000 oz targeted for 2011. It also posted a Linear merger presentation and repeated the merger timetable (definitive agreement by March 31, shareholder meetings in June, close by end of Q2). This continues the Black Fox underground plan and the Linear merger; the filing does not itself change any terms.
23 Mar 2010capital raising announcement▲ GoodMajor
The Cdn$25m Linear private placement closed on March 19, 2010: Linear bought 62,500,000 Apollo shares at Cdn$0.40, about 18.6% of Apollo. Apollo will use US$10m to repay part of the Black Fox facility and the rest for working capital (the press release says about US$10m is for underground development). The merger terms were amended on March 18: the board is now three Apollo, three Linear and one agreed technical nominee; CEO David Russell would resign at closing with payments up to about US$1.7m and Wade Dawe would become CEO. The press release says the Linear-held shares would be cancelled at closing and that current Apollo holders would own 52.2% of the new company. The lenders RMB and Macquarie agreed to a lock-up on their shares and warrants until Dec 31, 2010 and to support the merger. The merger has not yet closed; the release targets the end of Q2 2010.
9 Mar 2010capital raising announcement● NeutralMajor
On March 9, 2010 Apollo signed a binding letter of intent to merge with Linear Gold Corp. by court-approved arrangement, with each Linear share swapped for 5.4742 Apollo shares; Linear holders would own about 42.9% of Apollo (fully diluted). Linear would also buy about 62,500,000 new Apollo shares at Cdn$0.40 (Cdn$25m). A definitive agreement is targeted by March 31, 2010; a Cdn$4m break fee applies in some cases of termination. The deal needs shareholder and court approval, would bring a new company name, a seven-person board chaired by Linear's Wade Dawe, and about Cdn$3.4m of Linear management payouts. Existing Apollo holders would be diluted. The filing is truncated, so the termination terms are incomplete.
1 Mar 2010material agreement▼ BadMajor
Two debt matters. RAB's US$4.29m convertible debentures, due Feb 23, 2010, were extended to Aug 23, 2010; Apollo will pay US$772,200 of accrued interest in cash and issue RAB 800,000 shares and 2,145,000 new warrants at US$0.50 expiring Feb 23, 2011. The project-facility lenders again deferred the US$9.3m first repayment, the reserve funding and the US$6.0m second repayment, now to the earlier of finishing their Black Fox technical review or March 31, 2010. These are further delays; the debts remain outstanding.
3 Feb 2010material agreement● NeutralMajor
On February 1, 2010 Apollo's subsidiary signed the definitive agreement and closed the sale of all Montana Tunnels Mining stock to Elkhorn, ending the long-running exit process. In return Apollo received Calais/Aardvark notes of about $7.7m (matured 2005, 12.9% interest, secured on the Caribou property in Colorado), rights to a further ~$1.45m loan and a ~$380,000 note (matured 2006, 12%). The notes are past due, and Apollo agreed to hold off enforcing them until Feb 1, 2011. Elkhorn can buy the notes back for $8.75m plus interest by July 1, 2010, or buy half of any Caribou joint venture interest for $5m plus a $3.75m contribution. Eight Montana Tunnels employees will be leased to Apollo for Black Fox, with Apollo reimbursing the cost. Tim Smith stays with Apollo. The filing gives no cash price at closing.
11 Jan 2010material agreement● Neutral
On January 8, 2010 Apollo, Elkhorn and Calais agreed to push the deadline for meeting the conditions of the Montana Tunnels sale from January 8 to January 15, 2010. The sale was still not completed; this is another delay.
6 Jan 2010material agreement▼ BadMajor
On December 30, 2009 the lenders agreed to defer the first US$9.3m repayment and reserve funding again, and also the US$6.0m repayment due Dec 31, 2009, until the earlier of the end of their technical review of Black Fox or Feb 28, 2010. Separately, the closing deadline for the Montana Tunnels sale to Elkhorn was extended from Dec 30, 2009 to Jan 8, 2010. Both are further delays; the debt is still outstanding and the sale is not completed.
15 Dec 2009material agreement▼ BadMajor
On December 9, 2009 Apollo replaced the October letter of intent with Elkhorn. Instead of US$5m cash, Apollo would receive Calais Resources/Aardvark notes of about US$7.7m, rights to a further ~US$1,382,091 loan and a ~US$380,000 note, all tied to the Caribou property in Colorado, for Montana Tunnels' stock. Elkhorn could buy back the notes or half a joint venture interest for cash by July 1, 2010 ($8,750,000 plus interest, or $5,000,000 plus a $3,750,000 contribution). Closing needs Apollo's diligence, board and lender approvals and formal agreements by Dec 30, 2009; if not met or terminated, Elkhorn has three business days to pay arrears under the original LOI. A financial advisor got Cdn$31,406 and 300,000 shares. This changes the sale from cash to notes and replaces the second US$250,000 payment due Nov 25, 2009.
23 Oct 2009material agreement● NeutralMajor
Apollo signed a letter of intent (Sept 30, 2009; side letter Oct 21) to sell Montana Tunnels Mining, Inc. to Elkhorn Goldfields for US$5 million in staged cash payments through May 31, 2010, plus up to US$4 million via a 4% royalty once Elkhorn starts production. A US$250,000 non-refundable deposit was received around Oct 19. Montana Tunnels has been on care and maintenance since May 1, 2009. This moves toward exiting the Montana Tunnels JV and Diamond Hill, and follows the earlier Elkhorn options.
2 Oct 2009material agreement▼ BadMajor
On September 28, 2009 the lenders under the US$70m facility agreed to defer the US$9.3m repayment due Sep 30, 2009 and the debt service reserve funding, on condition that Apollo supplies a new resource model and life of mine plan by Nov 15, 2009. Both are now due on the earlier of the end of the lenders' technical review of Black Fox or Dec 31, 2009, and the project completion test deadline moves from Oct 31, 2009 to Mar 31, 2010. This follows the August review event and delays rather than removes the payment.
15 Sept 2009material agreement● NeutralMajor
Three developments. Apollo bought the Pike River Property next to Black Fox and Grey Fox from Newmont for Cdn$100,000, a perpetual 2.5% royalty, and a further Cdn$1 million if 500,000 oz is defined or commercial production starts; Newmont also gets a first right to negotiate on any disposal of Black Fox. St Andrew will toll-mill 100,000 tonnes of low-grade Black Fox ore from a ~120,000 tonne stockpile. Black Fox poured its first gold in May 2009 (Q2 11,840 oz, about 7,000 oz in August) and Apollo targets 100,000-120,000 oz in 2010. Lower-than-expected ore grades triggered a 'review event' under the US$70m facility, and Apollo is in talks with the banks about rescheduling repayments due from Sep 30, 2009. A lawsuit from Joe Green and Minas de Coronado (Nevada, Sept 4, 2009) claims a 20% Huizopa JV interest and seeks to undo the 80/20 arrangement and return the properties; Apollo says it is without merit.
20 July 2009capital raising announcement● NeutralMajor
On July 15, 2009 Apollo closed the placement announced June 26: 12,221,640 common shares at Cdn$0.45 and 13,889,390 flow-through shares at Cdn$0.54, with gross proceeds stated as Cdn$13,000,000 (the filing text garbles the figure). Haywood and Blackmont get a Cdn$845,000.56 commission and 1,566,662 options at Cdn$0.45 for 24 months. Apollo agreed not to issue equity for 120 days, with exceptions, and to register the shares for resale. The placement was upsized from the announced Cdn$10m and adds to dilution.
26 June 2009capital raising announcement● NeutralMajor
On June 26, 2009 Apollo announced a bought-deal private placement of 13,888,889 flow-through shares at Cdn$0.54 and 5,555,556 common shares at Cdn$0.45 for Cdn$10,000,000 gross, possibly increased to Cdn$13,000,000, closing around July 15, 2009. Flow-through money is for exploration at Black Fox and Grey Fox; common share money is for working capital. The release also says Montana Tunnels was placed on care and maintenance on April 30, 2009. More shares will be issued, diluting existing holders.
25 Mar 2009material agreement● Neutral
On March 20, 2009 Apollo amended the employment agreements of CEO R. David Russell, CFO Melvyn Williams and Richard Nanna. Minimum base salaries rose (Russell $255,000 to $380,000; Williams $150,000 to $265,000; Nanna $150,000 to $230,000), tax gross-ups on severance were deleted, and for Russell and Nanna 'change of control' now means a change in who can elect a majority of the board rather than a 20% change in ownership.
25 Mar 2009listing compliance notice▼ Bad
Brigus Gold Corp. withdrew a registration statement, abandoning the offering it covered.
25 Feb 2009capital raising announcement● Neutral
This amendment corrects two points in the February 24, 2009 filing about the US$70 million project loan. Interest payments start June 30, 2009, not September 30, 2009, and Haywood is owed 3,172,840 shares, not 2,172,840. The rest is unchanged, including the US$70 million size, LIBOR plus 7% rate, and the shares paid to RAB for interest.