Each one in plain English, with the numbers worked through for a shareholder.
22 Jan 2010capital raising announcement● Neutral
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.