23 Aug 2010director interest notice● Neutral
Brigus Gold Corp. President and CEO Dawe Wade K. bought 100,000 shares on the open market.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
19 Aug 2010director interest notice● Neutral
Brigus Gold Corp. Executive VP and Secretary Maceachen Brian received a stock option grant for 450,000 shares.
19 Aug 2010director interest notice● Neutral
Brigus Gold Corp. director Gross Michael received a stock option grant for 100,000 shares.
19 Aug 2010director interest notice● Neutral
Brigus Gold Corp. director Kaiser Marvin K received a stock option grant for 100,000 shares.
19 Aug 2010director interest notice● Neutral
Brigus Gold Corp. CFO & Sr. VP - Fin. & Corp. De Melvyn Williams received a stock option grant for 100,000 shares.
19 Aug 2010director interest notice● Neutral
Brigus Gold Corp. director Brent E Timmons received a stock option grant for 50,000 shares.
19 Aug 2010director interest notice● Neutral
Brigus Gold Corp. director David W Peat received a stock option grant for 100,000 shares.
19 Aug 2010director interest notice● Neutral
Brigus Gold Corp. director Gill Derrick received a stock option grant for 100,000 shares.
19 Aug 2010director interest notice● Neutral
Brigus Gold Corp. director Charles E Stott received a stock option grant for 100,000 shares.
9 Aug 2010late filing notice▼ Bad
Brigus Gold Corp. notified the SEC that its quarterly report would be filed late.
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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28 July 2010director interest notice● Neutral
Brigus Gold Corp. VP and Chief Operating Officer Allan Richard received a stock option grant for 250,000 shares.
20 July 2010director interest notice● Neutral
Allan Richard became a Brigus Gold Corp. VP and Chief Operating Officer and company insider (initial ownership filing).
13 July 2010director interest notice● Neutral
Gross Michael became a Brigus Gold Corp. director and company insider (initial ownership filing).
6 July 2010director interest notice● Neutral
Gill Derrick became a Brigus Gold Corp. director and company insider (initial ownership filing).
6 July 2010director interest notice● Neutral
Maceachen Brian became a Brigus Gold Corp. Executive VP and Secretary and company insider (initial ownership filing).
6 July 2010director interest notice● Neutral
Dawe Wade K. became a Brigus Gold Corp. President and CEO and company insider (initial ownership filing).
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.
24 June 2010securities registration● Neutral
Brigus Gold Corp. filed a prospectus supplement for an offering off its existing shelf.
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.
11 May 2010substantial holder notice● Neutral
Macquarie Bank Limited reported a Brigus Gold Corp. shareholding of 50,505,463 shares (13.10% of votes) in a periodic institutional filing.
10 May 2010substantial holder notice● Neutral
RMB Australia Holdings, Ltd reported a Brigus Gold Corp. shareholding of 38,661,702 shares (14.88% of votes) in a periodic institutional filing.
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.