Each one in plain English, with the numbers worked through for a shareholder.
19 Feb 2019business combination▲ GoodMajor
The Supreme Court of Western Australia gave final approval on 15 February and the scheme became effective on 18 February, leaving only mechanical closing steps. At this point Great Panther still described itself as a primary silver miner with two Mexican mines and an undecided restart at Coricancha.
Great Panther shareholders approved the Beadell acquisition and the change of name to Great Panther Mining, with 96% of votes cast in favour of the scheme resolution.
Topia's measured and indicated resource rose 28% over four years to 475,900 tonnes at 461 g/t silver, 1.35 g/t gold, 3.87% lead and 4.06% zinc (14.77 million silver-equivalent ounces), with inferred roughly flat at 400,400 tonnes and 10.72 million ounces. The gain came despite mining 221,600 tonnes containing 4.84 million silver-equivalent ounces since the 2014 estimate, so the mine more than replaced its depletion.
Proxy adviser ISS backed both the Beadell scheme resolution and the associated change of name to Great Panther Mining, noting in particular that the deal would give Great Panther extensive reserves where it previously had none - a fair description of a company that had only ever reported resources at its Mexican mines.
Beadell collected about US$10.3 million of Brazilian PIS and COFINS tax refunds, which under the loan terms should have repaid Great Panther's US$5 million bridge in full. Great Panther took back only US$3 million and rolled the remaining US$2 million to 18 March 2019 so Beadell could keep the cash for working capital - a lender choosing to leave money in a borrower that needed it.
Lent the target US$5 million before owning it: a non-revolving term loan to Beadell and Beadell Brasil at 14% a year maturing 15 January 2019, for working capital, repayable immediately out of any Brazilian PIS/COFINS tax refunds. Beadell needed cash to reach closing, which is the first concrete sign that the cornerstone asset was tight for money.
Settled the biggest condition on the Beadell deal: contractor MACA agreed to consent to the change of control rather than call its A$54.7 million loan, and to leave it outstanding to June 2022. The trade-off is mixed - the cash sweep on new financings drops from 30% to 10% and MACA's conversion right is capped at A$15 million, but scheduled 2019 principal repayments rise from A$12.0 million to A$16.5 million. Management also states plainly that Tucano faces a lower-grade profile in the first half of 2019.
AMC's independent technical report on Tucano, prepared to support the Beadell acquisition circular: proved and probable reserves of 24.5 million tonnes at 1.79 g/t gold for 1.41 million ounces as at 30 June 2017, at assumed gold prices of US$1,200 an ounce open pit and US$1,120 underground. AMC flags that 2017 reconciliation work is likely to change the resource and reserve modelling parameters at the next estimate - an early warning about the asset Great Panther was about to make its cornerstone.
Agreed to buy ASX-listed Beadell Resources by scheme of arrangement, issuing 0.0619 Great Panther shares per Beadell share - about 103.6 million new shares, valuing Beadell at roughly A$144 million (US$105 million) and a 51% premium to its last close. It is by far the largest deal in the company's history: Beadell's Tucano gold mine in Brazil produced 130,000 ounces in 2018 against Great Panther's own 4.0 million silver-equivalent ounces, and Beadell holders would end up with 38% of the combined company. Tucano, not the Mexican silver mines, becomes the cornerstone asset.
The full Golder technical report behind the May 2018 Coricancha preliminary economic assessment, filed on schedule and adding nothing new to the economics already announced.
Preliminary economic assessment for Coricancha: 608,053 tonnes processed over a 3.75-year life at 768 g/t silver-equivalent, producing 11.7 million silver-equivalent ounces, or about 3.1 million a year, at an all-in sustaining cost of US$12.16 per silver-equivalent ounce. Initial capital is only US$8.8 million (US$32.4 million including sustaining), giving an 81% after-tax return but a modest after-tax net present value of US$16.6 million at a 7.5% discount rate - a short-life, low-capital restart rather than a company-transforming mine. A trial stope and bulk sample program starts in the third quarter, with a restart decision targeted for early 2019.
Supporting technical report for the Guanajuato Mine Complex resource announced in January, effective 31 August 2017 and authored by new VP Exploration Matthew Wunder - the first GMC report not signed by Robert Brown, who had prepared every prior estimate.
The Golder technical report backing the December 2017 Coricancha resource estimate, filed within the required 45 days. Note the row's title comes from a qualified person's consent letter; the substance is the 1.97MB resource-update report itself.
Measured and indicated resources at the Guanajuato Mine Complex nearly doubled, up 91% to 13.6 million silver-equivalent ounces, driven mainly by San Ignacio, whose measured category rose 121% to 9.3 million ounces while the older Guanajuato mine added 33% to 1.8 million. After two years of merely replacing what it mined, the complex has genuinely grown, and 24,000 metres of drilling is planned for 2018.
First Great Panther resource estimate for Coricancha, prepared by Golder: 404,205 measured tonnes at 5.9 g/t gold, 210 g/t silver, 2.16% lead, 3.43% zinc and 0.54% copper, plus 348,554 indicated tonnes at 5.6 g/t gold and 189 g/t silver - about 24 million silver-equivalent ounces of measured and indicated. Tonnes and grades broadly match Nyrstar's 2012 numbers, though the inferred category came down on tighter search parameters, and the estimate is enough to start the engineering work needed for a restart decision.
The formal business acquisition report for Coricancha, filed with the audited financials the rules require. It records that the mine has been on care and maintenance since August 2013, shut by Nyrstar on low metal prices, and that the property runs to 126 mining licences over more than 3,700 hectares.
Closed the Coricancha purchase effective 30 June 2017 on the terms agreed in December: US$0.1 million shortly after closing plus up to US$10 million of earn-out paid as 15% of the mine's free cash flow. Great Panther now owns a fully permitted 600 tonne-per-day plant in Peru and, for the first time, a third country of operation.
Technical report supporting the Guanajuato Mine Complex resources as at 31 August 2016, covering the Guanajuato and San Ignacio mines and the El Horcon and Santa Rosa projects. The Guanajuato mine itself now holds only 151,175 measured and indicated tonnes at 253 g/t silver and 1.45 g/t gold (1.73 million silver-equivalent ounces) plus 147,327 inferred tonnes, and is running at about 430 tonnes a day, down from roughly 651 tonnes a day in the equivalent 2014 report - the older of the two Mexican mines is shrinking.
After letting the 2015 option lapse and continuing to negotiate, agreed to buy Coricancha outright from Nyrstar for almost nothing up front - US$0.1 million plus the cash in the subsidiary - with up to US$10 million payable later as 15% of the mine's free cash flow over five years. The real cost is the restart: roughly US$25 million and 12 to 18 months, against a hoped-for 3 million silver-equivalent ounces a year, funded from the more than US$54 million of cash the company then held.
The same bought deal upsized the following day to US$26 million on stronger demand - 16.25 million units on unchanged terms of US$1.60 per unit with a US$2.25 warrant - with the over-allotment raised to US$3.9 million.
What it means for a shareholder
16.3m new shares at about US$0.240 to raise about US$3.9m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
6 July 2016capital raising announcement● NeutralMajor
Bought-deal equity raise of US$20 million: 12.5 million units at US$1.60, each unit being one share plus half a warrant exercisable at US$2.25 for 18 months, underwritten by Cantor Fitzgerald Canada and Rodman & Renshaw with a 6% commission and an over-allotment option for a further US$3 million.
What it means for a shareholder
12.5m new shares at US$1.60 to raise about US$20.0m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
Guanajuato Mine Complex measured and indicated resources are 510,068 tonnes at 181 g/t silver and 2.70 g/t gold (6.11 million silver-equivalent ounces), unchanged from a year earlier, meaning 2015 mining was exactly replaced. Within that total the measured category rose 36% to 340,175 tonnes as San Ignacio ounces were classified measured for the first time, offset by a 39% fall in indicated - a reclassification, not new metal.
First drill program on the Guadalupe de los Reyes project acquired with Cangold six months earlier: 41 holes for 5,514 metres, best result 11.28 g/t gold and 212 g/t silver over 6.51 metres true width in hole 15-GDLR-10 at Noche Buena, plus 21.91 g/t gold over 2.45 metres at San Miguel Far West. The company says it is now using the data for an updated resource estimate and an in-house economic model for a combined open-pit and underground operation.
Completed the Cangold acquisition announced in April; Cangold shareholders approved it with 99.44% of votes cast and the BC Supreme Court gave final approval on 26 May. Cangold is now a wholly-owned subsidiary and Guadalupe de los Reyes becomes a Great Panther project.
Took a two-year option from Nyrstar to acquire 100% of the Coricancha mine complex in Peru, 90 kilometres east of Lima and on care and maintenance. This is the first move outside Mexico and follows the company's stated model of buying past-producing mines cheaply and restarting them.
Signed the definitive agreement to buy Cangold, following February's binding letter agreement, at 0.05 Great Panther shares per Cangold share - about 2.14 million new shares for 42.78 million Cangold shares. The prize is the 6,000-hectare Guadalupe de los Reyes gold-silver project in Sinaloa, with the Plomo project and the past-producing Argosy mine in Ontario coming along; it is a share-funded pipeline top-up rather than an addition to the two producing Mexican mines.
The supporting technical report behind the Guanajuato Mine Complex resource numbers, covering the Guanajuato mine, San Ignacio, El Horcon and Santa Rosa. Guanajuato measured resources are 184,530 tonnes at 309 g/t silver and 3.24 g/t gold; San Ignacio holds 180,300 indicated and 787,800 inferred tonnes at about 160 g/t silver and 3.3 g/t gold; El Horcon carries the 214,400 inferred tonnes announced in October 2013. The report recommends a modest US$3.0 million two-phase exploration program.
Final results of the 25-hole, 3,728 metre San Ignacio program, capped by hole ESI14-140 at 4.99 g/t gold and 196 g/t silver over 11.72 metres true width, with ESI14-136 at 3.61 g/t gold and 130 g/t silver over 19.47 metres. Mineralisation now continues about 300 metres south of current mining, and the company says it has changed the mine plan to develop the new zone.
The best drill result San Ignacio had produced: hole ESI14-120 cut 1,133 g/t silver and 6.86 g/t gold over 5.26 metres true width, including half a metre assaying 11,951 g/t silver and 48.2 g/t gold, described in the release as the highest assays ever received from the property. Two further holes returned 244 g/t silver / 7.42 g/t gold over 7.75 metres and 130 g/t silver / 4.94 g/t gold over 6.98 metres, extending mineralisation south of the known resource.
Topia's measured and indicated resource rose 46% to 198,000 tonnes at 844 g/t silver, 1.71 g/t gold, 6.16% lead and 4.82% zinc (8.19 million silver-equivalent ounces, up from 5.60 million), more than replacing what was mined since the last estimate. Inferred slipped 10% to 209,500 tonnes at 863 g/t silver, which the company attributes to conversion into the higher categories and to cutting back step-out drilling on budget grounds.