GLOBAL GOLD CORP

GLOBAL GOLD CORP suspended its duty to file periodic reports with the SEC.

listing compliance notice

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.

material agreement

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.

material agreement

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).

material agreement

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.

material agreement

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.

financial restatement

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.

material agreement

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.

asset acquisition disposition

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.

material agreement

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.

material agreement

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.

material agreement

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.

capital raising announcement

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.

material agreement termination

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.

material agreement

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.

material agreement

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.

material agreement

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.

financial restatement

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.

material agreement

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.

asset acquisition disposition

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.

material agreement

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.

capital raising announcement

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.

material agreement

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.

material agreement

The sale of the Chilean interests to Madre Gold, LLC was terminated as of September 16, 2008, the day after the planned closing, because one party did not perform one of its closing obligations. The filing does not say which party. Global Gold keeps its Chilean interests. Under the July terms (inference), the $3,210,367.12 of credit against Ian Hague's advances would turn into a 10% loan from him, convertible into shares at not less than $0.43, but this filing does not say so.

material agreement termination

As of July 31, 2008 Global Gold agreed to sell all its Chilean interests, including its 51% of Global Gold Valdivia and the Santa Candelaria royalty, to Madre Gold, LLC for $5 million plus a 2.5% royalty, with closing set for September 15, 2008 after due diligence. This would reverse the Chilean expansion built in 2007. The buyer is partly owned by director Ian Hague, who recused himself; the price would be credited against $3,210,367.12 of advances from Hague, and if the sale fails that amount becomes a 10% loan from him, convertible into shares at a price of not less than $0.43. Global Gold would keep operating the property through August 31, 2009. The royalty starts three months after the buyer's share of distributions reaches $6.0 million.

material agreement

An amendment executed March 31, 2008 (approved by the board April 8) moves the Chiloe and Ipun licences into the existing Global Gold Valdivia company, in exchange for 250,000 restricted Global Gold shares due by May 1, 2008. This follows the option extension to March 31 and brings the island properties into the existing 51-49 joint venture; bonus payments to the Quijano family are pooled with Madre de Dios and Pureo output. The company also granted each of its five directors options on 100,000 shares at $0.45, vesting October 8, 2008, adding some dilution.

asset acquisition disposition

Global Gold closed the Madre de Dios joint venture with the Quijano family on October 29, 2007, taking 51% of a new Chilean company called Global Gold Valdivia after paying 1,000,000 euros (paid by October 30, 2007). This resolves the September option and due-diligence thread. The partner gets an extra 28 million euros if 5 million ounces are produced or proven within 5 years, and Global Gold commits to finance at least one plant and mining operation within 6 months. The agreement dated August 9, 2007 also became effective, giving Global Gold options on two more Quijano properties (Estrella del Sur on Ipun Island and one on Chiloe Island) in southern Chile. It paid about $160,000 in fees for an exclusive option to January 30, 2008, and a 51-49 joint venture would follow with 1,500,000 euros in staged payments through July 2009 and up to $2,000,000 of studies. Global Gold may opt out of payments until January 31, 2010 with 30 days' notice.

material agreement

Agreements dated August 9 and 19, 2007 give Global Gold an option to earn 51% of the Madre de Dios gold property (over 20,000 hectares near Valdivia, Chile) with the Quijano family. It paid the first 250,000 euros on September 5, 2007; a further 250,000 euros is due by October 1 if due diligence is satisfactory, with final documentation and due diligence due by October 14, 2007. If it proceeds, a joint venture would be formed 51-49 in its favour, with another 500,000 euro payment, a commitment to finance at least one plant and mining operation within 6 months, and extra profit-share payments to the partner of 28 million euros if 5 million ounces are produced or proven in 5 years (scaling down to 14 million euros for 2.5 million ounces and up to 56 million euros for 10 million). The company's goal is production by Q2 2008, and this is a major new commitment in Chile beyond the Candelaria royalty. The gold grades quoted are field samples and the press release says the actual grade is unknown.

material agreement

On June 15, 2007 the board approved new pay deals: Jan Dulman becomes Chief Financial Officer at $125,000 (up 108%) with 150,000 restricted shares and 150,000 options at $0.83; Lester Caesar becomes Controller at $30,000 (down 29%) with 20,000 restricted shares; and Hrayr Agnerian, Senior VP for Exploration and Development, goes to $150,000 (up 140%) with 116,666 restricted shares and 116,666 options at $0.83. These grants add shares and dilute existing holders. Drury Gallagher exercised 150,000 options at $0.11 for $16,500. The company also said President Michael Mason is resigning for personal reasons to become a consultant. The annual meeting re-elected Gallagher, Krikorian, Aynilian, Hague and Harry Gilmore as directors and confirmed Sherb & Co. as auditor. Krikorian now signs as Chairman and CEO, with Gallagher as Chairman Emeritus, so the CEO succession thread is resolved. The press release says its Iberian holdings are now 20 million shares of Tamaya Resources after a merger, and that drilling results are now expected in Q3 2007, delayed by outside laboratory issues. (Press release text is truncated, so further personnel details are not seen.)

material agreement

As of January 18, 2007, Global Gold Uranium, LLC, a wholly owned subsidiary, signed an option deal with Alexander Turpin and James Weick for 100% of licence rights at Grand Lake (about 1,850 acres) and Shallow Lake (about 5,750 acres) in Newfoundland and Labrador. Exercising the option involves a 1.5% royalty that can be bought out for $2,000,000 (Canadian), cash or stock, plus option payments in cash and stock whose amounts are in the exhibit, not the text shown. The company has also staked 300 more claims (about 18,531 acres) nearby. This is a new line of business, uranium in Canada, beyond the gold work in Armenia and Chile. The filing's signature block lists Van Krikorian as Chairman and CEO, which fits the CEO handover planned for December 31, 2006.

asset acquisition disposition

On December 19, 2006, Global Gold's subsidiary agreed to hand its 20% stake in the Aigedzor Mining Company joint venture to Caucasus Resources (a subsidiary of Iberian Resources) and end the venture. In return it gets $1,000,000, five million Iberian shares restricted for one year, and a 2.5% net smelter royalty on the Lichkvaz and Terterasar mines and on properties acquired within 20 km of Aigedzor. It would receive another 2.5 million Iberian shares if Iberian's price averages below AUS$0.50 for 30 consecutive trading days during the restriction. It keeps a right to take up to 20% of new Iberian projects in Armenia until August 15, 2015. This closes out the 2005 Aigedzor/Lichkvaz joint venture and moves the company from a 20% partner to a royalty and shareholding position. The press release says the venture was formed so the company could focus on the North Central Armenia belt.

asset acquisition disposition

Two items. First, on August 16, 2006 the Mego-Gold deal closed: Global Gold's subsidiary received the remaining 49% of Mego-Gold, LLC, the company issued 500,000 shares to the sellers, and the $1,000,000 payment was acknowledged as paid. This resolves the open Tukhmanuk balance payment that had been due by about August 2007, though the sellers' possible $1,000,000 sell-back right on the 500,000 shares remains. Second, as of August 18, 2006 Global Gold and Caucasus Resources ended the Marjan Mining Company joint venture, with no further obligations between them. Global Gold will keep developing Marjan, while Iberian focuses on the separate 80-20 Litchkvadz venture.

asset acquisition disposition

This amends the July 21 non-reliance notice by deleting the words "the relevant portions of". It now says the company's 2005 financial statements as a whole should no longer be relied on as audited to SEC standards. The other facts are unchanged: the subsidiary assets audited were $521,780, about 12% of $4,312,933, no material changes are expected, and an amended 10-KSB is planned.

financial restatement

On August 2, 2006 Global Gold said it plans to buy the remaining 49% of Mego-Gold, LLC (the Tukhmanuk licence holder and plant owner) under a July 19, 2006 amendment, if it elects by August 19, 2006. The price is $1,000,000 plus 500,000 restricted Global Gold shares, replacing the $2,000,000 originally due by August 1, 2007. The sellers can sell the shares back for $1,000,000 by September 15, 2007 if the stock does not trade at or above $2.50 between July 1 and August 31, 2007. The company's press release also says mining has started and the Armenian government approved a mining plan for an expected 150,000 tonnes of oxide material over 2 years. Full plant commissioning is expected in October.

asset acquisition disposition

After an SEC letter, the company said on July 20, 2006 that parts of its 2005 financial statements should no longer be relied on as audited to SEC standards. The audits of its Armenian subsidiaries by Grant Thornton Amyot were not PCAOB-compliant, and the Mego Gold audit had a scope limitation on fixed assets. Those subsidiaries had $521,780 of assets, about 12% of the $4,312,933 consolidated total. The company expects no material changes and plans to re-issue the subsidiary statements with a PCAOB-registered auditor. It will file an amended 10-KSB with unaudited statements first. This follows up on the May 2006 note that Sherb & Co. would keep relying on Grant Thornton Amyot for these subsidiaries.

financial restatement

At the June 15, 2006 annual meeting, shareholders approved a 2006 Stock Incentive Plan reserving 3,000,000 shares, replacing the 1995 option plan that ended in June 2005. The board also amended pay deals for four executives. Chairman and CEO Drury Gallagher will step down from those roles on December 31, 2006 and become Chairman Emeritus and Treasurer, with salary of $125,000 from June 30, 2006, 50,000 restricted shares and 250,000 options at $1.70. President Van Krikorian gets $225,000 and 600,000 restricted shares. Ashot Boghossian gets 225,000 restricted shares at an unchanged $72,000 salary. Controller Jan Dulman gets 62,500 options at $1.70. All of these grants add shares and dilute existing holders. The directors were re-elected and geologist Hrayr Agnerian of Roscoe Postle Associates was added as a new director. This sets up a CEO succession, though no successor is named in the text shown.

material agreement

On April 4, 2006 Global Gold sold 10,400,000 shares at $1.25 for $13,000,000 in a private placement, with one $2.00 warrant for every three shares, exercisable until the sooner of April 1, 2008 or 60 days after a trading-price trigger of $3.00 after August 1, 2006. Aton Securities was placement agent and received warrants for 1,000,000 shares at $1.25 within 18 months. Proceeds are for Armenian and Chilean projects, acquisitions and working capital; this is far larger than the $3,000,000 raise of July 2005 and dilutes existing holders.

capital raising announcement

On January 23, 2006 Global Gold's subsidiary agreed to buy 80% of Athelea Investments, CJSC for 100,000 Global Gold shares, with closing expected January 31, 2006. After closing, assets unrelated to the roughly 27 square kilometre Getik gold/uranium exploration area in Armenia go back to the sellers and the company is renamed Getik Mining Company. This adds uranium exploration to the Armenian portfolio.

asset acquisition disposition

As of October 28, 2005 Global Gold's subsidiary formed Marjan Mining Company with Caucasus Resources to develop the Marjan Gold Project in southeast Armenia, held through SHA, LLC, which Global Gold bought in December 2003. Caucasus starts at 40%, rises to 51% after spending $500,000, and can earn up to 80% once production starts, leaving Global Gold 20%. Caucasus pays development costs, but Global Gold gives up majority ownership of the project.

asset acquisition disposition

On October 27, 2005 the Aigedzor joint venture signed an agreement to buy 100% of Sipan 1, LLC from Albert Sakhkalian for $4,550,000: $3,500,000 at closing through escrow, a $50,000 credit for Global Gold's earlier deposit, and $1,000,000 within three years, guaranteed by the venture. Global Gold contributes $260,000 plus its own costs for its 20% share, and Caucasus Resources funds the rest until production. This carries out the August 2005 joint venture.

asset acquisition disposition

On August 15, 2005 Global Gold's subsidiary agreed to form the Aigedzor Mining Company with Australian firm Caucasus Resources, owned 80% by Caucasus and 20% by Global Gold, to acquire Sipan 1, LLC (Litchkvadz-Tey and Terterasar mining properties and plant in southern Armenia) and explore within 20 km of Aigedzor. Global Gold takes a minority 20% stake in this venture.

asset acquisition disposition

On August 1, 2005 Global Gold agreed to buy Armenian company Mego-Gold, LLC, licensee of the Tukhmanuk mine next to its Hankavan property, with a 200,000 tonne-per-year plant and seven exploration sites, for $3,500,000: $1,500,000 now for 51%, the balance for the other 49% within two years. It also closed a $3,000,000 private placement on July 29, 2005 of 4,000,000 shares at $0.75, each with a warrant for half a share at $1.50 exercisable to July 31, 2007. The company says proceeds will fund the Tukhmanuk acquisition and expansion, other projects and working capital.

asset acquisition disposition