Each one in plain English, with the numbers worked through for a shareholder.
18 Feb 2010material agreement● Neutral
On February 12, 2010 Gryphon and the Borealis lessors signed Amendment No. 2 to the royalty option, extending the option from February 22 to August 22, 2010 and the condemnation drilling period to August 22, 2011. Gryphon pays $150,000: $25,000 cash plus $125,000 of shares priced at 80% of the five-day average closing price. The exercise price in the press release is unchanged: $1.75 million cash, 7,726,250 shares and a $1,909,500 three-year 5% convertible note. This continues the August 2008 option; the right to fix the royalty at 5% stays unexercised.
18 Feb 2010listing compliance notice● NeutralMajor
On February 18, 2010 Gryphon closed its private placement, issuing 10,897,353 units at Cdn$0.17 for gross proceeds of Cdn$1,852,550. Each unit is one share plus half a two-year warrant at US$0.25; dealers got Cdn$168,385 in commissions and 990,500 compensation options at US$0.21. The press release says proceeds fund exploration and development and general purposes, including a US$500,000 payment to the convertible note holders (described there as due March 30, 2012). After the closing there are 85.1 million shares and about US$2.1 million cash. New shares dilute existing holders. (Item 3.02 sale of unregistered securities; the record lists it as a listing compliance notice but the text shows no listing issue.)
Gryphon Gold bought time on the $5 million convertible note it still owed the Baughmans from its 2007 Nevada Eagle purchase, which was due at the end of March. The price was 1.5 million shares plus a cut in the note's conversion price from $1.00 to $0.60 - cheaper than repaying, and far more dilutive.
8 Feb 2010capital raising announcement● NeutralMajor
On February 8, 2010 Gryphon released a press release titled 'Partial Reduction and Amendment of Convertible Note and Update on Private Placement'. The 8-K text gives no terms; the title shows the Baughman convertible note was partly reduced and amended, and the context from the exhibit-only filing says it involved 1.5m shares and a lower conversion price. It ties to the private placement in the January 22 filing.
On January 22, 2010 Gryphon announced a proposed C$1,870,000 private placement. The 8-K text gives only the press release title, with no price, share count or use of proceeds; the placement closed on February 18, 2010 for slightly less (see that filing).
Effective January 1, 2010, Gryphon signed an interim consulting agreement with R. William Wilson to act as Chief Financial Officer, at $700 per day plus a $1,500 monthly insurance allowance, a milestone bonus and 100,000 options vesting quarterly through December 31, 2010. The term is 12 months less a day, ending on 15 days' notice by either side. Wilson is signing later filings as CFO; the filing does not mention Michael Longinotti, the prior CFO.
On December 29, 2009 Gryphon released a press release titled 'Board of Directors forms Special Committee to Advise the Board on Business Combination Opportunities'. The 8-K text gives no details (members, counterparties, terms); only the exhibit title shows the board set up a committee to advise on business combinations. This adds to the earlier Matter & Associates sale/merger mandate.
Gryphon furnished to the SEC a 'Revised and Restated' version of the Borealis NI 43-101 Pre-Feasibility Study, dated September 17, 2009 and filed in Canada on September 22, 2009. The 8-K text has no figures or conclusions (they are in the exhibits), and it does not say why the earlier July 2009 study was revised and restated.
On September 21, 2009 Gryphon issued a press release titled 'Positive Pre-Feasibility Study Filed for Borealis Oxide Project in Nevada'. The 8-K text itself contains no results or figures; the press release is only an exhibit title, so what the study found is not shown here. It follows the July 2009 Pre-Feasibility Study already furnished.
At the September 3, 2009 annual meeting, all five director nominees (including John Key and Gerald Baughman) were elected and the auditor appointment was ratified, with 45.81% of shares present. The CEO told shareholders the company is looking at financing to put Borealis into production, that construction this fall would need financing complete by the end of October, and that a convertible debt structure is preferred. A New York investment bank has been engaged, and a special meeting with four items was called, details in a proxy filed September 10, 2009.
Gryphon furnished to the SEC the NI 43-101 Pre-Feasibility Study of the Borealis Gold Project dated July 20, 2009, already filed in Canada on August 27, 2009. The 8-K text itself gives no results or figures, which are in the attached study, so this follows the 2008 Preliminary Assessment without showing what the study concluded.
14 July 2009security holder rights change● NeutralMajor
Gryphon announced on July 8, 2009 that it is extending the 2007 warrants (9,486,500 shares, 15% of basic shares outstanding, none held by insiders) from expiry dates in August-December 2009 to December 31, 2009. The exercise price drops from the earlier C$1.25 to C$0.18 until September 20, 2009 and C$0.40 after that, effective July 22, 2009 subject to regulatory approval. For shareholders, this lets the warrant holders buy shares far below the original price, which could mean new shares and dilution if exercised.
23 Oct 2008material agreement termination● Neutral
On October 1, 2008 Gryphon replaced its March 2008 advisory agreement with Matter & Associates (principal Albert Matter, former chairman) with a new capital-raising deal: Cdn$12,500 a month from September 1, 2008, a 3% fee on equity and convertible debt raised, and 150,000 options on signing plus more tied to funds raised. A sale or merger success fee still applies if a deal is announced by February 28, 2009, with a reduced rate for one named party. Separately, Gryphon terminated Tony Ker's financial services agreement effective September 28, 2008, with no break fee.
Gryphon furnished to the SEC a Preliminary Assessment of the Borealis Gold Project dated September 2, 2008, already filed in Canada. The 8-K text gives no resource figures or economics, only the report title, authors and standard cautions about resource terms, so the findings are in the exhibit. It follows the August 2008 press release that said this study was due in early September.
On August 20, 2008, Gryphon's subsidiary Borealis Mining Company paid $250,000 for an option to change the Borealis mining lease, replacing the sliding royalty (gold price divided by 100, i.e. 8% at $800 gold) with a fixed 5% net smelter royalty, and to extend the lease by eight years if condemnation drilling is satisfactory. Exercising it costs $7 million in total, including the $250,000 already paid, $1.75 million cash, 7,726,250 shares issued at a deemed $0.40 and a convertible note of $1,909,500 after the lessors chose extra shares in place of part of the original $3 million note. The option runs 12 months, extendable six months for $125,000, and the share and note issuance is subject to TSX approval, so shareholders face dilution if it is exercised.
Tony Ker, who had been CEO through the 2007-08 filings, resigned as CEO effective July 21, 2008, for personal reasons with no disputes stated. John L. Key, COO since February 5, 2008, became CEO and a director at a US$186,000 salary, with bonuses of US$75,000 and up to US$150,000 tied to the Borealis Oxide Mine reaching production and meeting cost goals. Ker gets Cdn$12,500 a month for 12 months (any unpaid balance falls due if the company has US$3 million or more in cash after January 1, 2009), plus a four-month financial services agreement from September 1, 2008 with a 0.67% success fee on financings and 200,000 options.
On April 8, 2008 director Albert Matter resigned; the filing says it was not due to a disagreement with the company. Earlier, on March 20, 2008, Gryphon hired his firm Matter & Associates as financial advisor for one year at Cdn$7,500 a month, with 250,000 options (100,000 issued, 150,000 on a sale or merger it initiates) plus success and financing fees. Matter was a substantial holder in 2006, and the advisory scope includes facilitating sale or merger transactions.
18 Dec 2007capital raising announcement● NeutralMajor
Gryphon closed the third and final tranche of the placement on December 14, 2007 with 182,500 units for Cdn$146,000. The total is 4,486,500 units for Cdn$3.589 million, short of the 6.8 million units (about $5.44 million) the earlier filing said it planned to issue. Proceeds are to fund exploration and development.
29 Nov 2007capital raising announcement● NeutralMajor
Gryphon closed the first two tranches of a private placement at Cdn$0.80 per unit: 3.254 million units (Cdn$2.603 million) and 1.050 million units (Cdn$840,000), 4,304,000 units and Cdn$3.443 million in total. Each unit has one share and one Series I warrant (Cdn$1.00 in year one, Cdn$1.25 after). Proceeds are for exploration, development and general purposes. The company planned up to 6.8 million units, with a third tranche expected December 4.
This amendment adds the financial statements and pro forma information for the Nevada Eagle acquisition that the August filing said were still to come. The deal terms are repeated unchanged. The filing lists the statements but the text shows no figures from them.
24 Aug 2007asset acquisition disposition▲ GoodMajor
Gryphon completed the Nevada Eagle purchase on August 21, 2007, paying $2.5 million cash, 4,500,000 shares and the $5 million 5% convertible note due March 30, 2010. Nevada Eagle holds interests in 54 prospective gold properties in Nevada, 26 of them farmed out under lease and option agreements. The filing says these generate positive cash flow net of carrying costs. The required financial statements were not yet ready and were promised by amendment. This resolves the July 2007 agreement.
This amendment adds terms to the August 7, 2007 placement: each unit has one share and one warrant (Cdn$1.00 in year one, Cdn$1.25 after, two-year term). Dealers received Cdn$152,040 in commissions and warrants over 265,050 shares at Cdn$0.83 for up to 9 months. It adds detail only; the amount raised is unchanged.
What it means for a shareholder
265,050 new shares at C$0.830 to raise about C$152,040. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
7 Aug 2007capital raising announcement● NeutralMajor
Gryphon closed a private placement of 5.0 million units at C$0.80 each for C$4.0 million, a lower price than the C$0.90 placement in February 2007. This initial notice gives only the headline numbers; an amended filing three days later adds the terms.
What it means for a shareholder
5.0m new shares at C$0.800 to raise about C$4.0m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
On July 4, 2007 Gryphon agreed to buy Nevada Eagle Resources LLC from Gerald and Fabiola Baughman for $2.5 million cash, 4,500,000 shares and a $5 million 5% convertible note due March 30, 2010. Closing was due by September 15, 2007 subject to conditions, including Mr. Baughman becoming Vice President of Corporate Development. The note is the debt later extended in 2010.
15 Feb 2007capital raising announcement● NeutralMajor
Gryphon closed a private placement of 5.0 million units at C$0.90 for C$4.5 million. Each unit has one share and one warrant (C$1.10 in the first year, C$1.35 after, two-year term). A 7% cash commission of C$77,175 and options over 85,050 shares were paid on part of the units. The price is below the C$1.25 paid in March 2006, and the new shares and warrants dilute existing holders. The filing also references a quarterly results release for the period to December 31, 2006, with no figures given.
What it means for a shareholder
5.0m new shares at C$0.900 to raise about C$4.5m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
On April 4, 2006 the board approved stock options at $1.37: 75,000 for new Controller Rajwant Kang, 20,000 for an investor-relations firm (Dynamic Stock Market Analysis), and 1,475,000 for directors, officers and employees. It also approved raising the option plan from 3,000,000 to 6,000,000 options. The grants and the plan increase need shareholder approval at the next annual meeting.
24 Mar 2006capital raising announcement● NeutralMajor
Gryphon closed a private placement of 5,475,000 units at Cdn$1.25 each, raising Cdn$6,843,750. Each unit has one share and one-half of a Class B warrant (Cdn$1.65 per share, until March 23, 2007), so shareholders face dilution. Agents get commissions of up to 7% plus Class C warrants for 280,500 shares at Cdn$1.40. This follows the February 2006 prospectus offering.
What it means for a shareholder
5.5m new shares at C$1.25 to raise about C$6.8m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
