19 Mar 2008listing compliance notice▼ BadMajor
CANYON RESOURCES CORP 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.
19 Mar 2008listing compliance notice● NeutralMajor
CANYON RESOURCES CORP's exchange filed to remove a class of its securities from listing.
17 Mar 2008security holder rights change● Neutral
On March 17, 2008 Canyon and Computershare amended the March 2007 rights plan so it ends, and the rights expire, immediately before the Atna merger takes effect. This removes the takeover-defence plan put in place in 2007 as part of completing the merger.
13 Mar 2008business combination● NeutralMajor
On March 13, 2008 Canyon stockholders approved the Atna merger: 27,075,379 shares for, 8,828,954 against, 491,796 abstaining and 17,233,712 not voted, out of 53,629,841 eligible. Each Canyon share converts into 0.32 Atna share plus cash for fractions, and closing is expected March 18, 2008, after which Canyon stops trading on the American Stock Exchange. Hesketh becomes Atna's President and COO, Suleski its CFO, and Atna's David Watkins Chairman and CEO. This resolves the open stockholder-vote condition; the filing does not mention the TSX approval or F-4 effectiveness status.
7 Mar 2008business combination● Neutral
At the March 6, 2008 special meeting, Canyon stockholders voted to adjourn without yet approving the Atna merger, to collect more proxies. The release says 25.3 million shares had voted in favour, 94.4 percent of the vote required, with 64 percent of shares having delivered proxies. The meeting reconvenes March 13, 2008, so the vote on the merger is still open.
22 Feb 2008resource reserve update● NeutralMajor
Canyon announced results of a new feasibility study on its Reward Gold Project near Beatty, Nevada, and filed a consent from Chlumsky, Armbrust & Meyer, LLC. The filing text itself gives no study results, costs or gold figures; those are only in the press release exhibit, whose content is not shown here.
20 Feb 2008material agreement▲ GoodMajor
On February 15, 2008 Canyon agreed to an option deal under which Golden Predator Mines US Inc. takes over Canyon's interest in the Adelaide and Tuscarora gold properties in Nevada (the Newmont-optioned projects from December 2006), assuming Canyon's obligations to Newmont. Golden Predator paid about $507,000 at closing; the press release adds up to $1.05 million more over four years, a $250,000 second payment (cash or stock) before December 29, 2008, and Golden Predator taking on remaining spending commitments of $2.75 million. Canyon keeps a royalty of 0.5% to 1.5% and may get a production payment. Golden Predator can return the properties on 60 days' notice. Canyon also takes over a lease on 20 unpatented claims next to its Mt. Edna claims.
23 Jan 2008business combination● NeutralMajor
Canyon set a special stockholder meeting for March 6, 2008 at 3:00 p.m. in Golden, Colorado to vote on the Atna merger, with a January 18, 2008 record date. Atna filed its Form F-4 registration statement on January 17, 2008, and the filing refers to a proxy statement/prospectus to be mailed. The merger remains pending the vote.
21 Nov 2007business combination● Neutral
Canyon filed the transcript of its November 19, 2007 investor call about the pending Atna merger. The summary text adds no new terms; the transcript's content is not shown.
19 Nov 2007business combination● NeutralMajor
On November 16, 2007 Canyon agreed to merge with Atna Resources Ltd. (British Columbia) through a subsidiary. Each Canyon share would convert into 0.32 Atna common shares, unexercised options would be cancelled, and warrants would convert into Atna-linked warrants adjusted by the same ratio. Closing needs Canyon stockholder approval, an effective registration statement and TSX approval, and a termination fee of about $975,000 can apply. Directors and officers holding under 5% agreed to vote in favour. The deal is pending and not yet completed.
19 Nov 2007business combination● Neutral
Canyon furnished a merger presentation and profile for the planned merger with Atna Resources and said it will file a proxy statement. No new terms are in the text itself; the slides are exhibits whose content is not given.
30 May 2007capital raising announcement▼ BadMajor
This amendment restates the May 25, 2007 filing: Canyon sold 8.83 million shares with 2.21 million Series A warrants ($0.64) and 6.62 million Series B warrants ($0.704, to May 25, 2011) for $4.95 million. Placement agents got $0.2 million cash plus 330,882 Series A and 992,647 Series B warrants. A resale registration statement is due by July 9, 2007 and effective by October 22, 2007, with penalties capped at 10% of purchase price. Existing shareholders are diluted.
What it means for a shareholder
8.8m new shares at about $0.0227 to raise about $200,000. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
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25 May 2007resource reserve update● Neutral
Canyon reported closing a private placement of warrants for $4.95 million gross, with Kuhns Brothers as broker. This brief notice gives no resource or reserve information despite the filing's label; details came in the amendment days later.
23 Mar 2007security holder rights change● Neutral
The 1997 shareholder rights plan expired on March 20, 2007, and on March 23, 2007 the board adopted a new one with Computershare as rights agent, running to March 23, 2017. If anyone acquires 20% or more, other holders can buy shares at half price using a $5.00 purchase price, which makes hostile takeovers costlier. The company says it should not deter bidders willing to negotiate with the board.
4 Jan 2007asset acquisition disposition▲ GoodMajor
On December 29, 2006 Canyon signed an asset exchange with Newmont subsidiaries. Canyon acquired Newmont's 3% royalty on its Briggs mine (the filing spells it 'CR Biggs' in one place) and gave Newmont mineral rights, leases and facilities near Lincoln, Montana (the McDonald area is an inference), with Newmont assuming the related reclamation liability. Canyon keeps a 3% royalty on the rights it gave up. Canyon also gets an option on Newmont's Adelaide (Nevada) and Tuscarora (Nevada) gold projects by spending $3.0 million over five years, at least $250,000 in year one. Newmont can elect a joint venture at 51%/49%. Canyon expects a gain and asset of about $1.6 million, a preliminary figure that may change. The filing states the exchanged assets had nil book value.
17 Oct 2006material agreement● Neutral
Stuart L. Green started on October 16, 2006 as General Manager and Vice President of Operations at a $140,000 base salary. He received an option on 100,000 shares at $0.75 (half vested immediately, half on October 16, 2007) and 50,000 restricted shares vesting over two years, plus a change-of-control agreement. This is a routine executive hire.
7 July 2006material agreement▲ Good
On June 30, 2006 Canyon amended its agreements with investors in the December 2, 2005 private placement. Penalties for failing to keep the resale registration effective or the AMEX listing are now capped at 10% of the original purchase price, and are removed for shares issued on warrant exercise. As a result, from the June 2006 quarter those investors' warrants are to be treated as equity rather than a liability re-measured each period. This resolves the open penalty exposure on that registration obligation, in part.
26 June 2006material agreement● Neutral
This amendment adds detail on director pay: each continuing non-employee director gets 75,000 five-year stock options after each annual meeting, first granted June 6, 2006 at a $1.05 exercise price. Chairman Richard H. De Voto, whose pay is part cash and part restricted stock, was also granted 75,000 incentive stock options at $1.05. The filing says his employment terms were not otherwise materially changed.
5 June 2006capital raising announcement● NeutralMajor
Canyon closed a private placement on June 2, 2006, selling 5.1 million shares at $1.00 for $5.1 million gross (about $4.8 million net), plus 2.55 million Series A warrants at $1.50 for three years. Placement agents received $225,625 cash and 535,500 Series A warrants. A registration statement is due by July 2, 2006, with payments capped at 10% of the purchase price if deadlines are missed. Separately, an investor exercised 346,740 warrants from the March 2005 offering at $1.03 for about $357,142. Shareholders are diluted.
What it means for a shareholder
5.1m new shares at $1.00 to raise about $5.1m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
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19 May 2006material agreement● Neutral
Canyon's board extended the expiry of warrants over 2,199,836 shares from June 1, 2006 to June 1, 2007; the filing gives the exercise price as $2.16 (the November 2005 extension said $2.19). These are the same September 2003 private placement warrants extended once before, so this is a further extension.
26 Jan 2006material agreement▲ GoodMajor
Canyon signed an agreement with private British Columbia company New Horizon Uranium Corporation to form the Converse Joint Venture in Converse and Niobrara counties, Wyoming. New Horizon can earn 50% by spending $1,000,000 over three years, up to 70% with another $1,000,000, and 75% by funding a third-party feasibility study, and it can terminate at any time with notice. Canyon would receive New Horizon shares and warrants if it earns 50%, and $2,000,000 in shares or cash on a decision to build a mine. This is a new uranium venture alongside the gold assets.
2 Dec 2005capital raising announcement● NeutralMajor
Canyon closed a private placement on December 2, 2005, selling 3,300,004 shares at $0.76 for $2.5 million gross (about $2.3 million net), with Series A warrants (1,650,003 at $1.30, three years) and Series B warrants (825,004 at $1.08, one year). Placement agents got $121,135 cash plus 115,500 Series A, 57,750 Series B and 231,000 Series C warrants (Series C at $0.76, three years). Canyon must file a registration statement by January 1, 2006 or pay penalties. Shareholders are diluted.
What it means for a shareholder
3.3m new shares at $0.760 to raise about $2.5m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
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23 Nov 2005listing compliance notice▼ Bad
The American Stock Exchange told Canyon on November 21, 2005 that it broke a listing rule by issuing 500,000 shares on September 16, 2005, in connection with the repurchase of crushing equipment at the Briggs Mine, without first getting approval. Canyon filed the required application on November 16, 2005 and says it will regain compliance once approved. This is a separate, smaller listing issue from the 2004 late-filing problem.
23 Nov 2005material agreement● Neutral
Canyon's board extended the expiry of warrants over 2,199,836 shares, exercisable at $2.19 per share, from December 1, 2005 to June 1, 2006. These are warrants left over from the September 2003 private placement, so the extension keeps the possible new shares outstanding for longer.
5 Aug 2005resource reserve update● NeutralMajor
Canyon said it will not exercise its option, signed in January 2005 with Vista Gold Corp., to buy the Hycroft Mine near Winnemucca, Nevada for $4.0 million cash plus $6.0 million in Canyon equity units. It spent $0.6 million on the work program (33 holes, 12,475 feet, plus engineering and cost estimates), against a $0.5 million commitment, and based its decision on the resulting study-level plans and costs. The filing does not give the reason for declining.
10 June 2005resource reserve update● Neutral
Filed to furnish a June 8, 2005 press release (PR05-10) and a judgment of the Montana Supreme Court as exhibits. The filing text does not say what the judgment decided or which case it concerns; given the McDonald project's I-137 litigation this may relate, but that is an inference only.
4 May 2005material agreement● Neutral
Canyon signed an employment agreement with James K.B. Hesketh that only takes effect if there is a change of control of the company. If it does, he stays on for 12 months in the first two years and 18 months after, at a salary at least equal to his highest recent monthly pay times twelve, with salary for the rest of the period payable if he leaves for 'good reason'. The filing does not state his title.
16 Mar 2005material agreement● NeutralMajor
Canyon sold 5,302,932 common shares and 2,651,466 warrants under subscription agreements, as part of up to $3,823,417 of securities registered on its S-3. This adds new shares (dilution) and warrants; the filing does not state the price per share or the warrant exercise terms in the body text.
24 Jan 2005resource reserve update● Neutral
Filed only to furnish a January 24, 2005 press release (PR05-02) as an exhibit. The filing text does not describe what the release says, so no substance can be taken from it.
19 Nov 2004auditor change▼ BadMajor
Canyon confirmed that on November 15, 2004 PricewaterhouseCoopers finished its work and was terminated, and the Audit Committee appointed Ehrhardt, Keefe, Steiner & Hottman, P.C. for the 2004 audit, completing the auditor change flagged in October. The filing says there were no disagreements with PwC, that restated 2003 financials and restated Q1 2004 statements were filed October 25, 2004, and that the material weaknesses came from insufficient review of the Briggs Mine impairment test and insufficient analysis of complex accounting transactions. It also adds a beneficial conversion feature on a convertible debenture to the list of items accounted for wrongly.