Each one in plain English, with the numbers worked through for a shareholder.
5 Dec 2007resource reserve update● Neutral
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.
Farallon Capital Partners, L.P, Farallon Capital Institutional Partners, L.P, Farallon Capital Institutional Partners II, L.P, Farallon Capital Institutional Partners III, L.P, Farallon Capital Offshore Investors II, L.P, Farallon Partners, L.L.C, Chun R. Ding, William F. Duhamel, Richard B. Fried, Monica R. Landry, Douglas M. MacMahon [See Preliminary Note.], William F. Mellin, Stephen L. Millham, Jason E. Moment, Ashish H. Pant [See Preliminary Note.], Rajiv A. Patel, Derek C. Schrier, Andrew J. M. Spokes [See Preliminary Note.], Thomas F. Steyer, Mark C. Wehrly reported a GLOBAL GOLD CORP shareholding of 7,040,000 shares (19.80% of votes) in a periodic institutional filing.
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).
Persistency, Camomille International Limited, Chasm Lake Management Services, LLC, Andrew Morris disclosed a new substantial GLOBAL GOLD CORP shareholding (9.09% of votes).