Each one in plain English, with the numbers worked through for a shareholder.
16 Nov 2017capital raising announcement● NeutralMajor
On November 10, 2017 Golden Queen signed a Standby Guarantee Agreement with the Landon T. Clay 2009 Irrevocable Trust and The Masters 1, LLC, who agree to buy any shares in a proposed rights offering that existing holders do not take up. They would earn a fee of 3% of gross proceeds on the maximum offering (excluding certain Clay-held rights), estimated at about US$525,000. The company can terminate the rights offering before rights are issued, and the buyers' obligation depends on conditions including TSX acceptance. The standbys together control 30,926,536 shares; the filing gives no offering size or price.
Jonathan C. Clay, EHT, LLC reported a Golden Queen Mining Consolidated Ltd. shareholding of 13,729,266 shares (11.90% of votes) in a periodic institutional filing.
Golden Queen Mining Consolidated Ltd. 10%+ owner Landon T. Clay 2016-2 Annuity Trust disposed of 6,884,444 shares via option/appreciation-right settlement.
25 Nov 2016capital raising announcement● NeutralMajor
On November 21, 2016 Golden Queen replaced the Clay family's US$37.5M loan due Dec 8, 2016 with a new US$31M loan due May 21, 2019 at 8% interest (down from 10%), with 2017 interest payable in kind if elected. It prepays the old loan down to US$31M (the balance from cash on hand), paid a US$930,000 closing fee, and issued the lenders 8,000,000 warrants at US$0.85. The loan remains guaranteed and secured by the pledge over the subsidiaries and the 50% GQ California interest. This resolves the December 2016 maturity thread; warrants add potential dilution, and the filing identifies Thomas M. Clay as CEO and a director.
In connection with the July 25 closing, Golden Queen issued 145,800 warrants (C$2.00 exercise price, expiring July 25, 2019) to H.C. Wainwright (Rodman & Renshaw) and associated persons under a letter agreement terminating an earlier engagement letter. This is a small additional dilution tied to the unit offering; the filing does not give a reason beyond that.
The unit offering closed July 25, 2016: 11,120,000 units sold at C$1.45 for C$16,124,000 gross, including the full over-allotment of 1,450,000 units. Each unit carries half a warrant at C$2.00 expiring July 25, 2019, and a warrant indenture was signed with Computershare. The company plans to use proceeds for partial repayment of the loans due December 2016 and general purposes, so this resolves the offering thread; shareholders are diluted by the new shares and warrants.
On July 18, 2016 Golden Queen signed a formal underwriting agreement with Cormark (and M Partners) replacing the bought deal letter, and raised the offering to 9,670,000 units at C$1.45 (about C$14 million), with an over-allotment option for 1,450,000 more units. Closing was expected around July 25, with proceeds for partial repayment of loans due December 2016 and general corporate purposes. Existing shareholders face dilution from the new shares and warrants.
On July 14, 2016 Golden Queen signed a bought deal letter with Cormark Securities to sell up to 8,970,000 units at C$1.45 each, each unit being one common share plus half a warrant exercisable at C$2.00; the July 13 press release described it as a C$13 million financing. The company says it intends to use the proceeds to repay loans due in December 2016 (the Clay loan in the context) and for general corporate purposes. This is the offering announced in the earlier shelf and prospectus filings; underwriters get a 6% cash fee and warrants.
