5 Dec 2017listing compliance notice▼ BadMajor
GLOBAL GOLD CORP suspended its duty to file periodic reports with the SEC.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
22 Nov 2013material agreement● NeutralMajor
On November 22, 2013 the joint venture (GGCRL), Global Gold and Consolidated Resources Armenia signed the formal merger and share sale agreement with Signature Gold, turning the September heads of agreement into a full contract. The joint venture is to receive 487,439,023 Signature shares (valued at $80M USD) plus up to $8M in cash or shares for debt repayment, subject to audit confirmation, and Global Gold will give not less than 75% of the net shares it receives to its own shareholders on a record date to be set by its board, restricted for at least 60 days from closing. The joint venture and related agreements, including corporate guaranties, end at closing, and a trust will hold a 20% non-participating economic interest for current Signature shareholders pending feasibility studies. Closing is not yet done and still needs shareholder, board, regulatory and third-party approvals; Krikorian is to be Executive Director and CEO of the merged company.
6 Nov 2013material agreement● Neutral
The planned October 30, 2013 closing of the merger of the Armenian joint venture with Signature Gold Limited has been pushed back: Global Gold agreed to sign a definitive contract by November 12, 2013 and close after that. The terms are unchanged from the September heads of agreement ($80M USD in shares plus up to $8M for debt repayment, and $15M AUD for Signature), and closing still depends on due diligence and regulatory, lender and corporate approvals.
10 Sept 2013material agreement● NeutralMajor
On September 5, 2013 the Global Gold Consolidated Resources joint venture signed a binding heads of agreement with Signature Gold Limited of Sydney to merge the Toukhmanuk and Getik projects with Signature's Queensland gold projects into a renamed Global Signature Gold, planned for listing on the Australian Stock Exchange. The joint venture would receive $80M USD in shares plus up to $8M in cash or shares for debt repayment, and Signature would receive $15M AUD; closing is planned for October 30, 2013, subject to due diligence and regulatory, lender and corporate approvals. This is a proposed deal, not yet completed, and would change the planned listing route for the joint venture.
10 July 2013material agreement▲ GoodMajor
On July 5, 2013 the Global Gold Consolidated Resources joint venture signed a fifteen-year mine operating agreement with Linne Mining and an $8.8M debt facility (LIBOR plus 8%) to restart production at central Toukhmanuk, with Global Gold signing as guarantor. The Industrial Minerals offtake was extended to the end of 2027, options for up to 10% of the JV or its Armenian project company were granted to Jacero Holdings, and Creo Design and Viking Investment were engaged for exploration and feasibility work. This follows the joint venture formation, and the guarantee is a new obligation for Global Gold. Management expects production to ramp up to 500,000 tonnes in 2014 and 700,000 tonnes in 2015 (a company expectation, not a result).
11 Feb 2013auditor change● Neutral
Sherb & Co. combined with RBSM LLP effective January 1, 2013, so Sherb effectively resigned as auditor and the board approved RBSM LLP on February 7, 2013. Sherb's reports for 2010 and 2011 had no adverse opinion but included a going-concern uncertainty paragraph, and the filing reports no disagreements. This is a routine change caused by the firm merger.
27 Sept 2012material agreement● NeutralMajor
On September 26, 2012 Global Gold Mining signed share transfer agreements moving all of Mego-Gold (Toukhmanuk) and Getik Mining into GGCR Mining, the joint venture subsidiary, after issues blocking the deal were resolved on September 19, 2012. This completes the transfer under the Consolidated Resources deal. Global Gold's stake in the joint venture is the greater of 51% or the pro forma value of $40.0M 30 days after the stock is publicly traded, and the joint venture is meant to be listed on an exchange.
13 Apr 2012financial restatement▼ BadMajor
Global Gold said its June 30 and September 30, 2011 quarterly reports should no longer be relied on, because money received from Consolidated Resources had been counted as income and will be reclassified as a liability until the joint venture closes or ends. Separately, the Amarant payments for the Chile sale were pushed around: the $1M due December 15, 2011 is now due by April 20, 2012 (guaranteed by Contender Kapital of Stockholm if Amarant fails), and the three later $1M payments are now due as a $3M lump sum before May 31, 2012. The faster schedule is in the company's favour, but the original December 2011 payment was missed and the amended terms are not yet shown as paid.
23 Feb 2012material agreement● NeutralMajor
After board approval on January 5, 2012 and consent from holders of over 65% of the stock on February 6, Global Gold signed the agreements around February 18-19, 2012 to move Mego-Gold (Toukhmanuk) and Getik Mining into GGCR Mining, owned by a new Jersey joint venture company, Global Gold Consolidated Resources Limited (GGCR). Global Gold keeps 51% of GGCR, which becomes its subsidiary, under the April 27, 2011 deal with Consolidated Resources. This is the formation of the joint venture company that was still outstanding. Global Gold has given a guaranty to Consolidated Resources Armenia, and GGCR Mining also gave a guaranty and (with GGCR) a security agreement; the filing does not describe the guaranty terms.
30 Dec 2011capital raising announcement● Neutral
On December 27, 2011, 350,000 of the December 2008 warrants were exercised at $0.10, raising $35,000, leaving 1,650,000 that the company expects to be exercised. It also cancelled 125,000 of its own shares that it had received as payment for used equipment in Chile.
7 Dec 2011asset acquisition disposition● NeutralMajor
On December 2, 2011 Global Gold closed an amended sale of the Pureo assets in Chile (Global Gold Valdivia) to Conventus, whose rights were assigned to Amarant Mining. This completes the October 2010 deal, but the closing came after the March 31, 2011 target and with changes: it also sold its Global Oro and Global Plata subsidiaries, which own Minera Global, for a 1% interest in Amarant. The $4.0M still owed is due as $1M on or before each of Dec 15, 2011, Dec 15, 2012, Dec 15, 2013 and Dec 31, 2014, plus a $2.5M bonus if 150,000 ounces of gold are produced within seven years.
28 June 2011capital raising announcement● Neutral
On June 23, 2011 Global Gold issued 2,000,000 restricted shares at $0.15 to settle $300,000 of about $712,000 in wages owed to management (as of March 31, 2011), which stops interest on that part of the debt but dilutes shareholders. It also issued 50,000 shares to each of six directors ($45,000 total), 800,000 shares as a bonus to Armenia and Chile employees ($120,000), another 250,000 shares to Rasia, FZE for the CR joint venture advice, and 250,000 warrants were exercised at $0.10 ($25,000), leaving 2,000,000 of the December 2008 warrants.
5 May 2011capital raising announcement● Neutral
On May 3, 2011 Global Gold issued 250,000 restricted shares to Rasia, FZE as partial payment for advisory services on the Consolidated Resources joint venture, which adds a small amount of dilution. On May 2 it also amended its nominating, audit and compensation committee charters to adopt NYSE Amex governance and director independence provisions; the filing gives no reason for this.
2 May 2011material agreement▲ GoodMajor
On April 27, 2011 Global Gold signed the follow-on agreement with Consolidated Resources, saying CR's due diligence was satisfactory. This follows the March 17 deal. The $500,000 advance has been paid, $1.4M is due now and $3.1M over 12 months. A joint venture company is still to be formed, with terms not yet agreed. Global Gold's stake is to be the greater of 51% or $40.0M of the new company's stock after 12 months. Jeffrey Marvin of CR is nominated to the Global Gold board. The filing shows a new Rye, NY address.
21 Mar 2011material agreement▲ GoodMajor
On March 17, 2011 Global Gold agreed terms with Consolidated Resources USA to jointly develop Toukhmanuk and Getik in Armenia through a new joint venture company. CR is to provide $5.0M in working capital ($500,000 advance now, $1.4M after due diligence, $3.1M monthly as needed). Global Gold's stake would be the greater of 51% or $40.0M of the new company's stock after 12 months. If CR does not proceed, Global Gold has nine months to repay the advance with 6% interest. Hague and Krikorian would sit on the JV board. This is a preliminary agreement and depends on due diligence and definitive documents.
1 Nov 2010material agreement▲ GoodMajor
On October 27, 2010 Global Gold agreed to sell 100% of Global Gold Valdivia (the Pureo mining assets in Chile) to Conventus Ltd for $5.0M paid over about four years: $250,000 each by October 31 and November 30, 2010, $500,000 at closing by March 31, 2011, then $1M per year at the end of 2011 to 2014. Conventus wired $250,000 on October 29. There is a $2.5M bonus if 150,000 ounces of gold are produced within seven years. Closing depends on a definitive agreement and on Ian Hague agreeing terms on his royalty. Conventus takes on the August 2011 deadline to begin commercial production. This could end the Chile holding that was taken to 100% in August 2009.
28 Oct 2010capital raising announcement▲ Good
On October 25, 2010, 2,500,000 of the 4,750,000 December 2008 placement warrants were exercised at the reduced price of $0.10, raising $250,000. The company expects the rest to be exercised. This follows the strike price cut from $0.15 and adds new shares.
22 Oct 2010capital raising announcement● NeutralMajor
Three directors' loans plus interest, $5,312,642.95 in total as of October 15, 2010 (Hague $5,052,262.27, Aynilian $154,030.68, Gallagher $106,350), were cancelled and turned into 35,417,620 restricted shares at $0.15 each. This resolves the open question about the Hague advances, which had been $3.21M in 2008, and removes the debt and its interest. For existing shareholders it means dilution, on top of the exercise price of the December 2008 warrants (4,750,000, previously $0.15) being cut to $0.10. Hague's 1.75% NSR on Pureo is unaffected. He is no longer counted as independent, and two independent directors are to be added.
20 Oct 2010material agreement termination▼ BadMajor
Global Gold says Caldera's rights in the Marjan joint venture ended automatically, and that it sent a termination notice on October 7, 2010. It says Caldera told the government it would not meet the licence work requirements, which led to 90-day government termination notices, and that Caldera never delivered the 500,000 shares due after TSX-V approval in June. Global Gold says it hopes to resolve this amicably and keep the licence. Caldera has been disputing this: the filing says reports that the JV stands were issued without Global Gold's approval. This reverses the March 2010 deal. The press release also reports Toukhmanuk shipments restarting, with the first 60-tonne concentrate shipment (about 112 ounces of gold) invoiced October 14, 2010, funded by the $2.5M ABB loan, and says more financing is needed for its larger plans.
30 Mar 2010material agreement● NeutralMajor
On March 26, 2010 Mego Gold, the Armenian subsidiary, signed a non-revolving credit line of 1 billion Armenian drams (about $2.5M) with Armbusinessbank. It is a 5-year loan to March 20, 2015 at 14% on amounts drawn (2% on amounts undrawn), with repayment grace until April 20, 2011. It is for equipment, construction and expanding the Tukhmanuk plant to 300,000 tonnes of ore per year. It is secured by 100% of Mego's shares and its mining right and licence. This is new debt on top of the $450,000 Industrial Minerals advance.
25 Mar 2010material agreement▲ GoodMajor
On March 24, 2010 Global Gold signed the amended Marjan joint venture agreement with Caldera Resources, replacing the December 18, 2009 letter agreement. Caldera gets 55% of a new joint venture company and becomes operator, paying all expenses, spending up to US$3.0M, issuing 500,000 Caldera shares and paying US$100,000 by March 30, 2010. Caldera can reach 100% by paying US$2.85M in quarterly payments from September 30, 2010, with Global Gold keeping a 1.5% NSR on the Central zone and 2.5% on the Northern zone. It is still subject to TSX Venture Exchange and board approvals. This turns the earlier letter agreement into a definitive deal. The resource figures are historical Soviet-era estimates.
2 Mar 2010material agreement● NeutralMajor
On February 25, 2010 Global Gold's subsidiary Mego Gold received a $450,000 advance (paid February 26) from Industrial Minerals SA against future gold and silver concentrate sales. In return Mego gives Industrial Minerals exclusive purchase rights to its Armenian concentrate through December 31, 2012 at 85% of London prices (80% until 2,250 metric tons are delivered), plus a security interest in its ore stockpile, and Global Gold guarantees repayment. This is new financing secured on production from Toukhmanuk, with the parent on the hook.
18 Feb 2010financial restatement▼ BadMajor
On January 8, 2010 management concluded that the 2008 Form 10-K financial statements should no longer be relied on, after SEC comments about unclear audit coverage of the cumulative since-inception figures. The company says the fix (a 10-K/A) is mainly reclassifications and labelling some earlier figures as unaudited because predecessor auditors audited them, not a substantive change in reported information. It will also change its status from a development stage company to an exploration stage company, which it says does not affect its licences or operations in Armenia or Chile. This continues the earlier financials non-reliance thread.
22 Dec 2009material agreement▲ GoodMajor
On December 18, 2009 Global Gold signed a letter agreement with Caldera Resources for a joint venture on its Marjan gold-silver project in Armenia. Caldera can earn 55% by completing a bankable feasibility study or spending US$3.0M, and must pay a US$50,000 non-refundable deposit, issue 500,000 of its own shares to Global Gold, and pay US$100,000 by March 30, 2010 after final documents. This is not final: a definitive agreement still depends on due diligence and approvals. It revives the Marjan JV, which the earlier context recorded as ended. The resource figures in the press release are historical Soviet-era estimates, not a current compliant report.
18 Aug 2009asset acquisition disposition● NeutralMajor
The Valdivia split agreed in July closed on August 14, 2009 in Santiago. Global Gold now owns 100% of Global Gold Valdivia and its Pureo claims block (about 8,200 hectares), including the Guadaloupe site prepared for placer mining, and the Quijano family owns Madre de Dios outright. The 3% royalty to Quijano (up to 27 million euros, after repayment of $200,000 to Global Gold) and the two-year production-or-revert clause apply as agreed. This ends the 51-49 joint venture and the Madre de Dios plans.
29 July 2009material agreement● NeutralMajor
On July 24, 2009 (board approved July 28) Global Gold agreed with the Quijano family to split the Global Gold Valdivia joint venture. Global Gold would own the venture outright and keep only the Pureo claims (about 8,200 hectares), while the Madre de Dios claims go to the Quijano family. Quijano gets a 3% royalty on metals from the retained properties up to 27 million euros, after first repaying $200,000 to Global Gold. If commercial production does not start within two years on the property Global Gold takes sole control of, it reverts to Quijano. This reverses the 2007 plan to develop Madre de Dios, which the company said in October 2008 it would bring into production.
30 Dec 2008capital raising announcement▼ Bad
On December 30, 2008 Global Gold sold a further 1,250,000 shares at $0.10 ($125,000), with the same $0.15 warrants running to December 9, 2013, to current individual shareholders. This brings the offering to 4,750,000 shares sold out of up to 10 million. It continues the December 15 placement and adds more dilution.
What it means for a shareholder
1.3m new shares at C$0.100 to raise about C$125,000. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
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18 Dec 2008capital raising announcement▼ BadMajor
On December 15, 2008 Global Gold sold 3,500,000 shares at $0.10 each ($350,000) to existing shareholders Firebird Global Master Fund, Firebird Republics Fund and Firebird Avrora Fund. Each share comes with a warrant to buy one more share at $0.15 until December 9, 2013. This is the first tranche of an offering of up to 10 million shares, open until December 31, 2008 (extendable to January 30, 2009). The shares are sold at $0.10, far below the $0.75 to $1.25 prices of earlier raises, and will dilute existing holders.
What it means for a shareholder
3.5m new shares at C$0.100 to raise about C$350,000. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
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22 Oct 2008material agreement▲ GoodMajor
On October 17, 2008 Global Gold ended its April 2007 option on the Cochrane Pond property in Newfoundland and swapped it for a royalty: a 1% gross production royalty on uranium concentrate, capped at CDN $1 million and then 0.5%, in return for US$50,000 (US$25,000 each to Commander and Bayswater) within 30 days. This resolves the open Cochrane Pond final-agreement thread, with the company giving up its 51% earn-in rights. Separately, a press release reported a gold and silver discovery in the Central Area of Toukhmanuk, Armenia: at least eighteen mineralized zones, surface samples of 1 to 280 g/t gold, over 20,000 m of drilling, and about 20% of the trend tested. The company says new resource estimates are underway; the older Soviet-era figures quoted are historical and not confirmed resources.
8 Oct 2008material agreement● NeutralMajor
On October 3, 2008 Global Gold agreed to sell its Chiloe and Ipun island properties back to the Quijano family, to be concluded by October 15 with transfer by November 1, 2008. It receives $200,000 (half at closing, half within 60 days), mining equipment, land in Pureo and near Guadalupe, and a first-priority $200,000 payment from Global Gold Valdivia profits. It keeps the joint venture on the other Chilean properties and says it has restarted plans to bring Madre de Dios into production within eight months. This partly reverses the island options taken in 2007 and 2008, and follows the failed sale of all Chilean interests.