19 Apr 2011listing compliance notice▼ BadMajor
CAPITAL GOLD 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.
15 Apr 2011listing compliance notice● NeutralMajor
CAPITAL GOLD CORP's exchange filed to remove a class of its securities from listing.
12 Apr 2011business combination● NeutralMajor
The Gammon merger closed on April 8, 2011, and Capital Gold is now a wholly-owned Gammon subsidiary. Each share was cancelled and converted into 0.5209 Gammon shares plus $1.09 cash, apart from shares held by holders who properly exercised appraisal rights. Shares are delisted from NYSE AMEX, and the company says it will file Form 15 to suspend reporting. On April 7 it repaid and terminated the Standard Bank credit agreement (July 17, 2008), with an immaterial early termination fee. Directors Cooper, Cutler, Huber, Sutherland and Hazlitt resigned, and Sutherland, Hazlitt and Chipman left their officer roles; Hazlitt and Chipman will serve Gammon for a 60-day transition. This resolves the Gammon thread, and the Timmins offer did not prevail. The merger agreement was amended three times (Oct 29, 2010, March 9, 2011, March 17, 2011).
18 Mar 2011material agreement▲ GoodMajor
On March 17, 2011 Capital Gold and Gammon amended the merger agreement (Amendment No. 3) to raise the cash part of the price by $0.30, from $0.79 to $1.09 per share; all other terms are unchanged. At the March 18 special meeting, stockholders voted to adjourn until April 1, 2011 so they have time to review the higher offer and a proxy supplement. This improves the Gammon terms and delays the vote that was scheduled for March 18. The filing does not say why the price was raised (that would be an inference).
1 Mar 2011business combination● Neutral
This is a second filing of the same March 1, 2011 stockholder letter, with no press release wrapper. It urges a vote on the WHITE proxy card for the Gammon merger and rejects Timmins, with the same board claims about Timmins' cash, operations and management. It adds no new terms or figures.
1 Mar 2011business combination● Neutral
On March 1, 2011 Capital Gold filed a letter to stockholders, with a press release, urging a vote FOR the Gammon merger (0.5209 Gammon shares plus US$0.79 cash per share) at the March 18, 2011 meeting. The board says it has rejected the Timmins offer four times, citing Timmins' cash (about $4 million at Dec 31, 2010), an estimated $100 million Timmins would need to raise, management depth, illiquid stock and offer conditions. These are the board's own claims. It continues the Gammon vs Timmins contest.
18 Feb 2011business combination● NeutralMajor
Capital Gold filed its definitive proxy statement/prospectus for the Gammon merger, first mailed around February 17, 2011. A special stockholder meeting is set for March 18, 2011, with a February 14, 2011 record date. Holders would receive 0.5209 Gammon shares plus US$0.79 cash per share, worth about US$5.34 per share based on Gammon's February 14, 2011 NYSE close. The agreement was amended on October 29, 2010, and the text visible here does not say what changed. Current holders would own about 20% of Gammon on a fully diluted basis, Capital Gold's shares would stop trading on NYSE Amex and the TSX, and the board unanimously recommends a vote in favour. Approval needs a majority of outstanding shares plus a majority of votes cast excluding certain people receiving change-of-control payments; abstentions count as votes against. Gammon shareholders do not need to vote. This moves the Gammon deal toward its vote.
15 Feb 2011business combination● NeutralMajor
Capital Gold's press release, filed on Schedule 14D-9, responds to an unsolicited exchange offer from Timmins Gold Corp., which filed an F-4 on February 10, 2011. Timmins had proposed an all-stock deal at 2.27 Timmins shares per Capital Gold share. The board says it rejected it after due diligence, citing Timmins' limited cash (about $4 million at December 31, 2010), operational concerns at its San Francisco Mine, thin management, and conditions on the offer. The board reaffirms its unanimous recommendation of the Gammon transaction. This continues the Gammon thread and adds a competing bid; the claims about Timmins are Capital Gold's own statements.
22 Oct 2010business combination▼ Bad
On October 13, 2010, shareholder Larry R. Pait sued Capital Gold and its directors in Delaware's Court of Chancery. He claims the directors breached their fiduciary duties in approving the Gammon merger, seeks to represent all non-affiliate stockholders, and asks the court to block the merger. The company says the claims are without merit and will defend vigorously. This is a legal challenge to the Gammon deal, and no outcome is reported.
7 Oct 2010material agreement● NeutralMajor
On October 1, 2010, Capital Gold agreed to be acquired by Gammon Gold Inc. Each Capital Gold share would be converted into 0.5209 Gammon common shares plus US$0.79 in cash, and Capital Gold would survive as a wholly-owned Gammon subsidiary. Capital Gold shares would be cancelled in the exchange, leaving holders only the right to the merger consideration. The deal needs a Capital Gold stockholder majority vote. Officers and directors have agreed to vote in favour, and the company has agreed not to solicit rival bids, though it may respond to an unsolicited superior proposal and give Gammon five business days to counter. This is a new thread that follows the August 2010 Nayarit acquisition; closing is subject to stockholder approval and other conditions, and the text visible here is truncated before those conditions and any termination fee.
5 Aug 2010asset acquisition disposition● NeutralMajor
The Nayarit deal closed on August 2, 2010, making Nayarit a wholly-owned subsidiary of Capital Gold, after an Extension Agreement dated July 6, 2010. Capital Gold issued 12,454,354 shares to Nayarit holders and reserved 1,621,981 and 903,483 shares for former Nayarit warrants and options. Nayarit holders now own about 20.4% on a non-diluted basis, so existing holders are diluted by about that share. There were 61,223,853 shares outstanding on August 2, 2010. Colin Sutherland signed an employment agreement at $225,500 a year, and he and Bradley Langille signed six-month lock-ups. Bradley Langille was not made a senior executive. This resolves the pending Nayarit thread.
10 June 2010business combination● Neutral
Capital Gold and Nayarit issued a joint update: the Nayarit merger proxy was declared effective on June 8, 2010 and is being mailed. Capital Gold holders vote on July 2, 2010 and Nayarit holders on July 12, 2010. The terms are unchanged (0.134048 Capital Gold shares per Nayarit share). The release says the combined company would focus on El Chanate and on advancing the Del Norte deposit in Nayarit's Orion District, with Saric also continuing.
9 June 2010business combination▲ GoodMajor
Capital Gold said the SEC declared its Nayarit S-4 effective on June 8, 2010, and moved its stockholder meeting to July 2, 2010 (the earlier plan was June 11). It also reported quarterly results to April 30, 2010: revenue of $17,525 thousand (up 41%) and net income of $2,779 thousand, which included $2,284 thousand of one-time severance charges. Cash cost per ounce sold rose to $403 from $263 a year earlier. Gold sold was 15,745 oz versus 13,347 oz. The filing gives a mix of dates for the record date (May 3 and May 5) and the text is inconsistent on this.
20 May 2010business combination● Neutral
Capital Gold filed a second amended S-4 for the Nayarit Gold deal, still covering 18,148,476 shares (about 12,099,135 for Nayarit holders, plus 4,830,938 and 1,218,403 for former Nayarit warrants and options). The exchange ratio of 0.134048 and the roughly 19.97% stake for Nayarit holders are unchanged, and the meeting dates are still blank ("June __"). The text visible here confirms the April 29, 2010 amendment but does not say what it changed.
30 Apr 2010business combination● Neutral
Capital Gold amended its S-4 for the Nayarit deal and disclosed that the business combination agreement was itself amended on April 29, 2010 (the visible text does not say what changed). The exchange ratio (0.134048) and share counts are unchanged, and special meetings for both companies are now set for June 11, 2010, with record dates of May 5 (Capital Gold) and May 3 (Nayarit).
1 Apr 2010business combination● NeutralMajor
Capital Gold filed its S-4 registration statement for the Nayarit deal, registering 18,148,476 shares: about 12,099,135 for Nayarit shareholders, plus 4,830,938 and 1,218,403 reserved for former Nayarit warrants and options. Nayarit holders would own about 19.97% of Capital Gold on a non-diluted basis, so existing Capital Gold holders would be diluted by about that share. Shareholder votes are still to be scheduled, and approval needs a majority of Capital Gold votes cast.
11 Feb 2010material agreement● NeutralMajor
On February 10, 2010 Capital Gold signed a business combination agreement to acquire Nayarit Gold Inc., a Canadian exploration company with concessions in Nayarit, Mexico, through an amalgamation with a new subsidiary. Nayarit shareholders would get 0.134048 Capital Gold shares per Nayarit share (ratio reflects a recent 4-for-1 reverse split of Capital Gold stock). Both boards approved it; it needs shareholder votes and must close within 120 days of the agreement. This is the Mexican acquisition strategy now becoming a concrete deal, and is a new share-issuing transaction for existing holders; Nayarit's John Brownlie (Capital Gold's COO) is a party to the agreement.
1 Feb 2010material agreement● Neutral
On January 25, 2010 Capital Gold agreed to pay Metal Recovery Solutions (MRS), a private Nevada company, $500,000 toward a proposed $2,000,000 purchase of 25% of MRS. The other $1,500,000 is only owed if a definitive agreement is signed (expected before March 1, 2010), with money tied to milestones in a gold recovery technology pilot at El Chanate. If the deal does not close, the $500,000 is to be repaid with interest, secured on MRS's consulting contract with a third-party miner (expected value $1,275,000).
1 Feb 2010listing compliance notice▲ GoodMajor
the New York Stock Exchange certified CAPITAL GOLD CORP's securities for listing, clearing them to begin trading.
23 June 2009resource reserve update▲ GoodMajor
Capital Gold reported an updated reserve estimate for El Chanate from its consultant IMC: 43.1 million tonnes at 0.66 g/t, with 913,400 contained ounces and about 586,000 ounces expected to be recovered (64.2% recovery). It uses a $750 gold price versus $550 in the prior estimate, and replaces the 832,000 oz reserve in the earlier context. The company also says the new crusher/conveyor (May 2009) and leach pad/ADR work (January 2009) should lift output to about 70,000 oz per year in 2009.
8 July 2008farm in farm out agreement▲ GoodMajor
On July 1, 2008 AngloGold Ashanti North America told the company it would not use its one-time right to take a 51% interest in El Chanate under the December 15, 2000 Stock Purchase Option Agreement. This resolves the back-in right attached to the 2001 acquisition, so the company keeps 100% of El Chanate. Its chairman called it the best possible outcome and said the company wants to grow through acquisition, exploration and possible expansion of El Chanate. The press release states proven and probable reserves of 832,000 ounces of gold.
29 Jan 2007capital raising announcement● Neutral
Between January 23, 2006 and January 29, 2007 the company issued 12,561,667 shares and warrants over 3,140,417 shares to nine investors for about $3,768,500. Broadband Capital Management LLC and Paul Ensor were placement agents, paid a 7.5% cash fee plus warrants over 942,125 shares. The investor warrants are exercisable at $0.40 for eighteen months. This is another round of share sales that dilutes existing holders (inference).
16 Aug 2006capital raising announcement● NeutralMajor
On August 15, 2006 the company's Mexican subsidiaries signed a credit agreement with Standard Bank for up to US$12.5 million to build El Chanate. It bears interest at LIBOR plus 4.00%, is guaranteed by the company, and is secured on the subsidiaries' assets. It is repayable in fourteen quarterly payments, with the first payment expected after start-up criteria are met, which management believes will be in the first quarter of 2008. This completes the loan negotiated through the earlier hedging agreements, although borrowing cannot start until Mexican collateral documents are formalised. As a fee the bank received 1,150,000 shares and a warrant over 12,600,000 shares at $0.317. The board also adopted a shareholder rights plan (a poison pill, with rights triggered at 20% ownership, expiring August 15, 2016) and bylaw amendments, including removing the right of 10% holders to call a special meeting. The rights plan lapses unless shareholders approve it by February 4, 2007.
2 Aug 2006material agreement● Neutral
On August 2, 2006 the company amended its November 24, 2005 mining contract with Sinergia, extending to November 1, 2006 its right to give the Notice to Proceed, with work to start no later than February 1, 2007. The company agreed to advance $200,000 of the $520,000 payable when work starts. It also signed three-year employment agreements, effective July 31, 2006, with Dieterle (base salary at least $180,000), Newell, Everett and Pritchard (at least $120,000 each), with option grants of 250,000 shares each at $0.32. Change-in-control agreements give each executive a lump sum of three times base salary plus a tax gross-up.
5 Apr 2006material agreement● NeutralMajor
On April 3, 2006 the company signed a second and final gold price protection agreement with Standard Bank plc. It agreed to sell 60,963.50 ounces of gold forward at $500 per ounce quarterly from March 2007 to September 2010, and to buy call options on the same volume at $535. It posted about $2.1 million cash collateral, returnable when the loan agreement is signed and funding conditions are met. Together with the earlier agreement, 121,927 ounces are covered and about $4.27 million collateral is posted. This completes the expected hedging required for the proposed Standard Bank credit agreement, which is still being negotiated.
16 Feb 2006capital raising announcement● NeutralMajor
On February 10, 2006 the company issued 12,780,000 shares and warrants over 3,195,000 shares to 37 investors for about $3,195,000, again through IBK Capital Corp. (9% fee, agent warrants over 934,000 shares). The warrants are exercisable at $0.30 for eighteen months. Separately, Standard Bank Plc extended its commitment letter for a senior project finance facility of up to US$12 million for El Chanate until April 30, 2006. The filing also lists 2,955,004 shares issued in December 2005 and January 2006 on exercise of warrants and options. This is another equity raise continuing the El Chanate funding effort, and the bank loan is still not finalised.
11 Aug 2005capital raising announcement▼ Bad
On August 8, 2005 the company became obliged to issue a further 5,440,002 shares to investors in the February 2005 private placement. The obligation arose because its stock was not listed on the Toronto Stock Exchange within 180 days of that placement's closing. The shares are in the process of being issued, which adds to the dilution from that placement (inference).
10 Feb 2005capital raising announcement● NeutralMajor
The company closed a private placement on February 8 and 10, 2005 of 27,200,004 shares plus warrants over the same number of shares to 20 investors, for about $6.8 million. IBK Capital Corp. was placement agent, paid a 9% cash fee and received warrants over 2,702,000 shares. The investor warrants are exercisable at $0.30 for two years. The press release says proceeds are mainly for building the El Chanate open-pit gold project in Sonora, Mexico, with initial site work to start immediately. This funds the project but issues many new shares, diluting existing holders (inference).
5 Jan 2005security holder rights change● Neutral
On January 3, 2005 the board extended the expiry of options due to expire in January 2005 until January 3, 2006. These include options over 2,647,727 shares held by executive officers and directors. For shareholders this keeps the options alive longer, which could mean more shares issued if they are exercised (inference).
16 July 2001asset acquisition disposition● NeutralMajor
The company (then filing as Leadville Mining & Milling Corporation) exercised on June 29, 2001 its option to buy 100% of Minera Chanate, S.A. de C.V. from AngloGold North America Inc. and AngloGold (Jerritt Canyon) Corp. The option was obtained effective December 15, 2000. Minera Chanate holds mining concessions in Sonora, Chihuahua and Guerrero, Mexico. Before closing it dropped 24 of its 106 concessions after due diligence and plans to drop up to 30 more, leaving 52, so the land held will be smaller than previously reported. Financial statements for the acquisition are to follow by amendment. The filing does not state a purchase price.