Each one in plain English, with the numbers worked through for a shareholder.
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changes; the Waterton facility terms are repeated unchanged, and the text still says the April 18 supply agreement superseded the March one.
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.
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.
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.
This amendment to the March 26, 2012 report only removes the superseded March 20, 2012 gold and silver supply agreement from the exhibit list, since the April 18, 2012 agreement replaced it.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.
This amendment to the April 24, 2012 report only changes the exhibit list: it removes the superseded March 20, 2012 supply agreement and incorporates by reference the April 18, 2012 credit agreement and supply agreement, filed with the June 29, 2012 Form 10-K.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.
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).
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.
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.
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).
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 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.
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.