Each one in plain English, with the numbers worked through for a shareholder.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
