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.
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.
9 June 2015capital raising announcement● NeutralMajor
On June 8, 2015 Golden Queen enlarged its Clay family term loan from US$12.5 million to US$37.5 million, with four notes at 10% now due December 8, 2016 and a US$1.5M closing fee. Proceeds are to repay the US$12.5M loan due July 1, 2015, repay the CAD$10 million convertible debentures due July 26, 2015, and fund a capital contribution of up to US$12.5M to the joint venture due June 15, 2015. The Clay lenders also received warrants for 10,000,000 shares at US$0.95 and an indemnity, so the debt grows and potential dilution is added, while the near-term maturities are pushed out. This closes the convertible debenture thread by repayment.
29 July 2013capital raising announcement● NeutralMajor
On July 26, 2013 the company raised CAD$10,000,000 from two accredited investors through unsecured convertible debentures at 2% interest, convertible at CAD$1.03 per share for two years. Unconverted debentures can be converted at maturity at the lower of CAD$1.03 or the market price, so shareholders could be diluted.
On March 7, 2013 the company issued 15,000 shares to two vendors for patented mineral claims in Kern County, California, continuing its share-based claim purchases.
On December 7, 2012 the company issued another 10,000 shares to a vendor for patented mineral claims in Kern County, California, repeating the November 2012 pattern.
On November 16, 2012 the company issued 10,000 shares to a vendor to acquire patented mineral claims in Kern County, California. This is a small share issue for land acquisition.
10 June 2010capital raising announcement● NeutralMajor
On June 1, 2010 the company completed a private placement of 5,000,000 units at $1.60 for $8,000,000. Each unit has one share plus a quarter each of a Class A warrant ($1.75) and a Class B warrant ($2.00), both exercisable for 18 months. This adds shares and potential further dilution.
What it means for a shareholder
5.0m new shares at $1.60 to raise about $8.0m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
23 Jan 2008capital raising announcement▲ GoodMajor
On January 22, 2008, warrants for 7,200,000 shares were exercised at C$0.60, bringing the company C$4,320,000 to be used for operations and working capital. The number matches the 7,200,000 warrants issued in the January 2006 financing (inference), meaning those warrants were exercised before expiry.
6 Feb 2006capital raising announcement● NeutralMajor
On January 31, 2006 the company sold 7,200,000 units at CAD$0.50 for CAD$3,600,000 gross; each unit is one share plus a two-year warrant at CAD$0.60. It also re-priced and extended 8,000,000 warrants from the January 2004 financing to CAD$0.60 and a June 1, 2006 expiry, and gave Sprott Asset Management a two-year right to join future financings. The re-pricing of the 3,000,000 warrants held by insider Landon Clay needs disinterested shareholder approval at the next annual meeting.
What it means for a shareholder
7.2m new shares at C$0.500 to raise about C$3.6m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
