Past year: ▲ 0%(0.01c – 0.01c USD)
Each one in plain English, with the numbers worked through for a shareholder.
1 Aug 2013bankruptcy or receivership▼ BadMajor
On July 29, 2013 Gryphon filed a voluntary Chapter 11 bankruptcy petition in the U.S. Bankruptcy Court for the District of Nevada (Case No. 13-51496). It remains in control of its assets as a debtor-in-possession. The filing does not say what happens to shareholders' stock; the Waterton debt and the 60% Borealis sale to Waterton's affiliate precede this. William B. Goodhard signs as Interim CEO.
6 Feb 2013material agreement▼ BadMajor
On January 30, 2013 Gryphon converted Borealis Mining into an LLC and assigned 60% of it (6,000,000 Class A units) to Waterton's affiliate Borealis Holdings LLC, in exchange for Waterton forgiving $17 million of the credit facility. Gryphon keeps 40%, must fund 40% of future capital calls (including an initial $4 million contribution and about $1.6 million of a proposed $4 million call), and faces dilution if it misses payments; if its stake falls to 10% or less it becomes a 3.5% net profit interest. Waterton appoints 3 of 5 Borealis managers. The facility was also raised by $3 million on January 18, 2013 (to $23 million total), then cut to a $6,650,000 balance repayable monthly through November 30, 2014 in cash, gold or Borealis units. Gryphon no longer wholly owns Borealis, its main project; this ends the full ownership noted in earlier filings and cuts monthly debt payments from $1.4 million to $0.4 million.
27 Sept 2012material agreement▼ BadMajor
On September 24, 2012 Gryphon and Borealis Mining agreed with Waterton to raise the senior gold stream facility by $5 million, from $15 million to $20 million. Repayments now run monthly from December 2012 to November 2014, starting at about $50,000 a month and rising to about $900,000 a month from March 2013. In return, the supply agreement was amended so Waterton can buy all of Gryphon's production at a 3% discount to spot prices. This adds debt and gives away part of the sales price; it also changes the original repayment schedule of 12 payments from month 13.
14 Sept 2012capital raising announcement● Neutral
Fourth amendment to the April 2012 report. It only files the March 20, 2012 gold and silver supply agreement as an exhibit (confidential portions redacted) in response to SEC staff comments. It states there are no other changes; the Waterton facility terms are repeated unchanged, and the text still says the April 18 supply agreement superseded the March one.
3 Aug 2012capital raising announcement● Neutral
Third amendment to the April 2012 Waterton report. It only refiles the April 18, 2012 credit agreement and supply agreement as exhibits, with confidential portions redacted, to respond to SEC staff comments on the confidential treatment request. It states there are no other changes; the $15,000,000 facility, 5% interest, 14,062,500 warrants at C$0.16 and the May 4, 2012 prepayment notice for the 2011 notes are repeated unchanged.
3 Aug 2012capital raising announcement● Neutral
A second amendment to the March 2012 report, filed to add the March 20, 2012 gold and silver supply agreement as an exhibit, with confidential portions redacted. It states there are no other changes, though the text now lists the 15,000,000 noteholder warrants as issued at $0.16 (the original report said $0.164 and 14,958,000 warrants issued), so the exercise price and count differ between the filings.
2 July 2012capital raising announcement● Neutral
A second amendment to the April 2012 report that only deals with exhibits: the April 18, 2012 credit agreement and supply agreement are filed, with certain confidential portions redacted under a confidential treatment request. It states there are no other changes; the Waterton facility terms are repeated unchanged.
29 June 2012capital raising announcement● Neutral
This amendment to the March 26, 2012 report only removes the superseded March 20, 2012 gold and silver supply agreement from the exhibit list, since the April 18, 2012 agreement replaced it. It states there are no other changes; the bridge loan and warrant terms are repeated unchanged.
29 June 2012capital raising announcement● Neutral
This amendment to the April 24, 2012 report only changes the exhibit list: it removes the superseded March 20, 2012 supply agreement and incorporates by reference the April 18, 2012 credit agreement and supply agreement, filed with the June 29, 2012 Form 10-K. It states there are no other changes; the Waterton $15,000,000 facility terms are repeated unchanged.
24 Apr 2012capital raising announcement● NeutralMajor
On April 18, 2012 Gryphon signed the $15,000,000 senior secured gold stream credit agreement with Waterton, and the full amount was advanced April 19, 2012. It is intended to repay the $1.5 million bridge loan, prepay the $3 million and $4.5 million 2011 debentures (notice given that they will be prepaid in full effective May 4, 2012) and develop Borealis. It carries 5% interest and a 1% fee, repayment is in 12 equal monthly payments from month 13 valued at 80% of spot gold (paid in gold or, if Waterton asks, cash), and covenants bar new debt, liens, asset sales, distributions and a change of control. Waterton also has the right to buy all Borealis gold and silver production at market rates until operations cease, and received 14,062,500 warrants at C$0.16 for 3 years. This resolves the refinancing thread for the 2011 debentures but puts the project's output and a change-of-control restriction under one lender, and adds dilution.
26 Mar 2012capital raising announcement● NeutralMajor
On March 20, 2012 Gryphon borrowed $1,500,000 from Waterton Global Value at 15% interest, repayable May 19, 2012 (earlier if Waterton provides a senior facility), secured first-ranking over assets of Gryphon and Borealis Mining. It also signed a non-binding letter of intent for a $15,000,000 senior secured gold stream facility (5% interest, 1% fee, repayable in 12 monthly payments in cash or gold from month 13, valued at 80% of spot gold, with 14,000,000 more warrants to Waterton) and a gold and silver supply agreement giving Waterton a right to buy Borealis production. Holders of over 66⅔% of the July and November 2011 debentures agreed to amendments and to rank behind the bridge loan, in return for about 15,000,000 warrants at $0.164 (14,958,000 issued March 22, 2012) for 18 months; Waterton got 1,500,000 warrants at C$0.1862 for 3 years. This follows the 2011 short-dated debentures and adds new dilution; the note repayment depends on the senior facility being drawn.
29 Nov 2011capital raising announcement● NeutralMajor
On November 22, 2011 Gryphon closed a CAD$4,479,000 private placement of 4,479 units, each a CAD$1,000 10% subordinated secured debenture maturing November 22, 2012 plus 750 warrants at US$0.40 (3,359,250 in total, expiring May 22, 2013). These are secured over Gryphon's assets, including the Borealis Mining shares, but rank behind the July 2011 CAD$3,000,000 debentures and any senior credit obligations. Agents received a CAD$291,135 fee (6.5%). The filing does not state a use of proceeds; it continues the pattern of short-dated secured borrowing started in July.
1 Aug 2011capital raising announcement● NeutralMajor
On July 27, 2011 Gryphon closed a CAD$3,000,000 private placement of 3,000 units, each a CAD$1,000 10% secured subordinated debenture maturing July 28, 2012 plus 1,500 warrants at US$0.20 (4,500,000 warrants in total, expiring January 27, 2013). The debentures are secured over Gryphon's assets, including a pledge of 100% of Borealis Mining Company's shares, with Computershare as trustee; agents were paid CAD$180,000 (6%). Proceeds are stated to be for equipment, power at Borealis and working capital. This adds secured debt due within a year on top of the May 2011 equity raise, and a change of control triggers a 110% repurchase offer.
31 May 2011capital raising announcement● NeutralMajor
Effective May 20, 2011 Gryphon exercised the Borealis royalty option, fixing the lessors' royalty at 5% in place of the earlier sliding-scale royalty. It paid $150,000 cash, 7,726,500 shares at a deemed $0.40, $1.6 million of 5% promissory notes due 2013 and $1,909,500 of 5% convertible notes due 2014 (convertible at $0.70, rising to $0.80 and $0.90). This resolves the royalty option thread, following the May 2011 equity raise, but it creates new debt, and if Gryphon defaults on note payments and fails to cure within 120 days, the royalty reverts to the old terms. The terms differ from Amendment No. 4's February schedule (5,000,000 shares and $3 million of convertible notes).
19 May 2011material agreement▲ GoodMajor
On May 13, 2011 Gryphon signed an underwriting agreement with Roth Capital Partners and Acumen Capital to sell 80,000,000 shares at $0.125 (CDN$0.12) for about $10 million gross, closed May 18, 2011. Acumen took a further 6,000,000 shares (about $750,000) under its over-allotment option, and Roth may buy up to 6,000,000 more until June 10, 2011. Proceeds are intended to start oxide heap leach operations at Borealis, including facilities, equipment, reclamation bonding, hiring and four months of mining operations. This is a large issue relative to the roughly 96 million shares outstanding in January, so it heavily dilutes existing holders, and it delivers the registration and financing Gryphon had been seeking since Sage left. The underwriters also get warrants at $0.30 from November 10, 2011 and a 6% fee.
26 Apr 2011resource reserve update● Neutral
On April 25, 2011 Gryphon filed an updated NI 43-101 Pre-Feasibility Study for the Borealis project in Mineral County, Nevada, and furnished it to the SEC. The 8-K text itself gives no resource, cost or return figures; the study is attached as an exhibit whose contents are not shown here. This updates the July/September 2009 pre-feasibility study.
24 Feb 2011material agreement● NeutralMajor
On February 22, 2011 Gryphon and the Borealis lessors signed Amendment No. 4, extending the option to fix the royalty at 5% month-to-month to August 22, 2011 for $25,000 a month. Gryphon agreed to exercise the option within ten business days of closing any financing of $8 million or more, and the option ends if not exercised by August 22, 2011. The exercise price is now stated as $7,000,000 (less $250,000 already paid), payable as $125,000 cash, $1.6 million of two-year 5% promissory notes, 5,000,000 shares at a deemed $0.40, and $3 million of three-year 5% convertible notes (convertible at $0.70, $0.80, then $0.90). This continues the royalty option thread and replaces the earlier lower-priced terms ($1.75m cash, 7,726,250 shares, $1,909,500 debenture). Note the filing's own text is inconsistent on cash (the press release says $150,000).
25 Jan 2011capital raising announcement● NeutralMajor
On January 21, 2011 Gryphon closed a private placement of 6,500,000 units at Cdn$0.20 for Cdn$1,300,000 gross. Each unit has one share plus half a two-year warrant at US$0.30, and dealers were paid Cdn$69,161. Proceeds fund exploration and development and general corporate purposes, and shares outstanding are 96.4 million after closing. New shares dilute existing holders, and Gryphon owes a registration statement within 120 days.
What it means for a shareholder
6.5m new shares at C$0.200 to raise about C$1.3m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
Create a free account to see this worked out for your own holding.
16 Sept 2010auditor change● Neutral
This is Amendment No. 2 to the auditor change filing. It adds that as of August 20, 2010 Gryphon appointed DeCoria Maichel & Teague as its new independent registered accounting firm. The rest repeats the earlier filings, including E&Y's going-concern paragraphs.
1 Sept 2010auditor change● Neutral
This is Amendment No. 1 to the August 2010 auditor change filing. The text repeats the Ernst & Young dismissal, including the going-concern paragraphs for the last two fiscal years, and now attaches E&Y's letter as Exhibit 16.1. It still names no new auditor.
20 Aug 2010material agreement● Neutral
On August 17, 2010 Gryphon and the Borealis lessors signed Amendment No. 3 extending the option to fix the royalty at 5% from August 22, 2010 to February 22, 2011, for a $150,000 cash payment. The press release says the exercise price is unchanged ($1.75 million cash, 7,726,250 shares and a $1,909,500 debenture) and that the option remains unexercised. It also says Gryphon now has full control of Borealis after the Sage option ended and will renew its financing efforts. This continues the royalty option thread.
17 Aug 2010farm in farm out agreement▼ BadMajor
On August 16, 2010 Gryphon, Borealis Mining and Sage signed an agreement ending the Sage option and subscription agreements, and a joint release says both sides mutually agreed to end the option. Gryphon says it incurred no material termination penalties. Sage will not earn a 50% joint venture interest in Borealis, so the option route to funding Borealis is closed; the filing does not say what happens to Sage's US$200,000 already invested in units.
13 Aug 2010auditor change▼ Bad
Effective August 12, 2010 Gryphon dismissed its auditor Ernst & Young LLP, on the recommendation and approval of its audit committee. E&Y's reports for the years ended March 31, 2010 and 2009 each carried a going-concern uncertainty paragraph, and Gryphon reports no disagreements or reportable events. No replacement auditor is named in this filing.
23 June 2010capital raising announcement● Neutral
On June 23, 2010 Gryphon issued a press release titled 'Gryphon Gold Closes US$200,000 Private Placement to Sage Gold'. The 8-K gives only the title, with no share count, price or terms. By its title, it is the first US$200,000 instalment of the US$400,000 Sage placement.
16 June 2010material agreement● Neutral
On June 15, 2010 Gryphon, Borealis Mining and Sage signed Amendment No. 4 to the Sage option, setting July 15, 2010 as the deadline to agree the joint venture agreement (either side may terminate if not agreed by then). It moves the earlier June 15 target by a month. The amendment lapses if Sage does not buy US$200,000 of units by June 16, 2010.
6 May 2010material agreement● Neutral
On April 28, 2010 Gryphon, Borealis Mining and Sage signed a further amendment to the Sage option on Borealis. The option expiry date moves to June 30, 2011, and Sage may pay its US$400,000 placement in two US$200,000 instalments, by June 16 and August 16, 2010, at the greater of the maximum discount the TSX allows or a 5% premium to the 30-day average price. This continues the series of delays; the Sage deal is still not completed.
27 Apr 2010asset acquisition disposition● NeutralMajor
On April 23, 2010 Gryphon sold all of Nevada Eagle Resources LLC (the Nevada subsidiary bought in August 2007, with interests in about 53 prospective gold properties over 70 sq miles) to Fronteer Development (USA) Inc. for $4.75 million: $2.25 million cash plus Fronteer taking over the $2.5 million Baughman convertible note due March 30, 2012. The filing says the assumption has the same practical effect on Gryphon as repaying and cancelling the note, and that Gryphon sold to focus on its Borealis gold project. This resolves the Baughman note thread and the Nevada Eagle acquisition, leaving Borealis as the project named in the filing.
20 Apr 2010material agreement● Neutral
On April 19, 2010 Gryphon, Borealis Mining and Sage signed Amendment No. 2 to the Sage option agreement, moving the end of the due diligence period from April 19 to April 30, 2010. Nothing else changes. This is a second short extension of Sage's due diligence, and the Sage deal remains unfinished.
31 Mar 2010material agreement● Neutral
On March 26, 2010 Gryphon, Borealis Mining and Sage amended the March 5, 2010 Sage option and subscription agreements. Due diligence now ends April 19, 2010 instead of March 26; Sage's US$400,000 placement now closes by May 10, 2010 instead of April 16 (the option agreement's condition date is May 11); and Sage need only complete the placement if it has not terminated the option by May 20. All other terms are unchanged. This is a delay, not a change in price or structure.
25 Feb 2010material agreement● NeutralMajor
On February 23, 2010 Gryphon signed a binding letter of intent letting Sage Gold Inc. earn 50% of the Borealis project. Sage paid US$100,000, will invest US$400,000 in a Gryphon private placement, and if it exercises its option would put US$9 million into a joint venture, give Gryphon US$1 million of Sage shares or cash, and pay up to US$2 million more for additional reserves. The option runs to December 31, 2010 (extendable up to six months), subject to a definitive agreement, due diligence and TSX/TSX Venture approval. Gryphon would give up half of its main project if Sage exercises; this is a new partner for the Borealis financing that management had targeted for late 2009.
