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.
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.
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.
On March 25, 2008 the board extended the expiry of 3,466,666 warrants from the April 2006 private placement from April 1, 2008 to December 31, 2008. Holders get more time to buy shares at the warrant price; the filing does not state the exercise price, and if exercised the shares would dilute existing holders.
The deadline to exercise the options on the Ipun and Chiloe island properties was extended to March 31, 2008 (from January 30/31, 2008), as due diligence continues. Separately, Global Gold's Armenian subsidiary converted $229,167 of debt (principal and interest) at $1.50 per share into 152,778 company shares, which are to be cancelled, ending the September 2006 note tied to the Mego-Gold purchase. The company also issued 100,000 bonus shares to Dr. Urquhart and bonus shares to Armenian employees (26,750 shares to 82 employees, and 27,000 shares to 8 key employees vesting over 2 years), all valued at $0.55 per share; this is a small dilution.
On December 4, 2007 the company posted a Canadian-standard technical report on the Madre de Dios placer gold project on its website. The filing says the report gives no reserve or resource values because there was not enough data, so it adds no estimate of the property's size or value. It follows the October 2007 closing of the Madre de Dios joint venture.
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.
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.
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.)
As of May 30, 2007, Global Gold's subsidiary bought the remaining 20% of Getik Mining Company (formerly Athelea Investments) from the sellers, making it 100% owner. Under the January 2006 deal it had bought 80% for 100,000 shares. The filing does not state a price for this final 20% in the text shown; the terms are in the exhibit. This finishes the Getik gold/uranium licence ownership (about 27 sq km in Armenia).
On April 12, 2007, Global Gold Uranium agreed to a deal for an option on the Cochrane Pond licence area in southeastern Newfoundland (2,600 claims, about 150,708 acres) with Commander Resources and Bayswater Uranium. It can earn 51% over four years by paying US$700,000 in cash, issuing 350,000 Global Gold shares (split equally between the two partners) and spending C$3.5 million on the property. It can then go to 60% with a further C$2.0 million of spending or a feasibility study. The filing says the agreement is still subject to board approval and a final option agreement. This extends the Canadian uranium push begun in January 2007, and any share issuance would modestly dilute holders.
24 Jan 2007asset acquisition disposition● NeutralMajor
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.
21 Dec 2006asset acquisition disposition● NeutralMajor
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.
On December 1, 2006, three Firebird funds (Firebird Global Master Fund 1,500,000 shares; Firebird Avrora Fund 750,000; Firebird Republics Fund 750,000) exercised warrants first issued November 4, 2004, buying 3,000,000 new shares at $0.75 each for $2,250,000. The company gets $2,250,000 in cash and the share count rises by 3,000,000, diluting existing holders. The filing does not say how the money will be used.
Simon Cleghorn's resignation as Director of Mining and Exploration took effect on September 30, 2006, and he moves to a more limited "Senior Geologist" role in Armenia. Because of that, 40,000 restricted shares previously granted to him did not vest and went back to the company. This is a small share return, not a sale of new shares despite the item label.
18 Aug 2006asset acquisition disposition▲ GoodMajor
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.
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.
3 Aug 2006asset acquisition disposition▲ GoodMajor
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.
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.
This amends the June 21 filing. It corrects controller Jan Dulman's salary to $60,000 (the earlier filing said $50,000) and discloses that new director Hrayr Agnerian was granted 50,000 shares of common stock on June 15, 2006. The Stock Incentive Plan and the other executive pay terms are otherwise repeated unchanged.
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.
This amends the May 2006 auditor-change filing. It repeats that the audit committee approved Sherb & Co., LLP and dismissed Allen G. Roth P.A. effective May 15, 2006, to get a firm with broader experience. It also repeats that Roth's 2005 report carried a going-concern paragraph, and that the company believes the $13,000,000 April 2006 raise addressed it (the company's own view). No disagreements were reported, and the new exhibit is Roth's letter to the SEC dated June 7, 2006. The text shows no change to the facts already reported.
The audit committee dismissed Allen G. Roth P.A. effective May 15, 2006 and engaged Sherb & Co., LLP, citing company growth and complexity. Roth's 2005 report carried a going-concern paragraph, and the company says the $13,000,000 April 2006 raise addresses that issue (the company's own view). No disagreements were reported. This is the third auditor in three years, after Marcum (2003) and Roth (2004).
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.
What it means for a shareholder
10.4m new shares at C$1.25 to raise about C$13.0m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
The Getik acquisition closed on January 31, 2006: Global Gold's subsidiary received 80% of Athelea Investments for 100,000 Global Gold shares, with non-Getik assets returned to the sellers and the company renamed Getik Mining Company. This completes the deal announced January 25.
25 Jan 2006asset acquisition disposition▲ GoodMajor
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.
As of January 13, 2006 Global Gold's Chilean unit agreed to transfer the Candelaria 1, 2 and 3 gold mining concessions to Chilean citizen Adrian Soto Torino, who takes over all liabilities and fees. Global Gold gets a 10% net smelter royalty until $75,000 is paid, then 2% for the life of the mine, and can reacquire the concessions on 60 days' notice for 1,000,000 Chilean pesos (about $1,883).
This is an amended copy of the August 1, 2005 filing and repeats the same Tukhmanuk/Mego-Gold purchase ($3,500,000) and $3,000,000 private placement. The text shown has no visible changes, so nothing new is reported.
On October 31, 2005 Global Gold issued 220,000 shares at $0.25 ($55,000 total) when holders exercised warrants originally issued October 31, 2000. The buyers named include Stephen Field, Lisa Baumann and several people surnamed Gallagher (the CEO's surname; any family relationship is an inference). This is a small share issuance, not a listing compliance matter despite the item label.
1 Nov 2005asset acquisition disposition● NeutralMajor
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.
