22 Oct 2015listing compliance notice▼ BadMajor
Hycroft Mining Corp terminated the registration of a class of securities, ending its reporting obligation for them.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
15 Oct 2015bankruptcy or receivership▼ BadMajor
On October 8, 2015 the bankruptcy court confirmed the company's Amended Chapter 11 plan, resolving the plan approval thread open since the April 2015 filing. When the plan takes effect, all existing shares and the 8.75% senior notes due 2019 are cancelled, along with the bank swaps and the Third Amended Credit Agreement. Holders of existing equity (and subordinated securities claims) are to receive new warrants rather than new common stock; secured bank and swap creditors get cash and a new first lien term loan, and unsecured claim holders get new common stock or cash. The company will also enter a $95.0 million second lien convertible notes exit facility (up from the up to $80 million committed in July). The plan is not yet effective: remaining conditions include the exit facility closing, and the company says it cannot assure when, or if, it will become effective.
21 Sept 2015material agreement▼ Bad
On September 17, 2015 creditors again waived a restructuring support agreement termination right tied to the court lifting the automatic stay on scheduled assets, and majority DIP lenders waived related defaults over unpaid capital lease obligations. Effective September 11, 2015, DIP lenders also waived the failure to finish the Hycroft Demonstration Plant within six months at a cost of no more than $2.5 million. That waiver ends if the plant is not finished by October 12, 2015 or costs exceed $3 million. This continues the pattern of DIP covenant waivers.
31 Aug 2015material agreement● NeutralMajor
On August 26, 2015 the company filed a further modified Chapter 11 plan and amended disclosure statement, and creditors signed a waiver and amendment so the restructuring support agreement covers them without triggering termination rights. The court approved the amended disclosure statement on August 28, 2015, and the July 2015 monthly operating report was furnished. The text shown does not say how the modifications change recoveries.
20 Aug 2015material agreement● Neutral
On August 18, 2015 the noteholders and secured lenders agreed to waive a termination right under the restructuring support agreement that arose because the bankruptcy court lifted the automatic stay on certain assets listed in a schedule. The majority DIP lenders also waived defaults tied to unpaid capital lease obligations and the stay lifting for those same assets. The filing does not name the assets or amounts in the text shown.
29 July 2015material agreement● NeutralMajor
On July 23, 2015 the company and its creditors signed an amended restructuring support agreement and filed an amended Chapter 11 plan and disclosure statement, replacing the April 24, 2015 versions. Noteholders and secured bank lenders agree to vote for the plan, which can be terminated if confirmation milestones are missed. Separately, funds linked to Aristeia, Highbridge, Mudrick, USAA, Whitebox and Wolverine committed to buy new second lien convertible debt of up to $80 million as exit financing, subject to court approval. The filing does not describe in the text shown what existing shareholders receive under the amended plan.
23 June 2015material agreement● NeutralMajor
On June 18, 2015 the Delaware bankruptcy court approved the sale of the company's non-Hycroft exploration properties (75 properties, about 165,000 acres in Nevada, including claims and royalty interests) to Clover Nevada LLC, a Waterton Precious Metals Fund II Cayman subsidiary, for $17.5 million at closing. Closing is expected by end of June 2015 subject to customary conditions. This is the sale of the exploration portfolio held alongside the Hycroft mine; the filing does not say where the proceeds go.
12 June 2015material agreement▼ BadMajor
On June 8, 2015 the majority DIP lenders gave a second waiver, so missing certain covenants until 6:00 p.m. New York time on June 23, 2015 is not a default. The waived items cover budget delivery, gold sold and gold equivalent sold targets, monthly gold production for May 2015, and a specified milestone. The waiver also limits the company's ability to request further DIP drawdowns during that period. It follows an earlier waiver and amendment dated May 7, 2015, and shows the company was missing DIP operating targets while in Chapter 11.
1 May 2015listing compliance notice● NeutralMajor
Hycroft Mining Corp's exchange filed to remove a class of its securities from listing.
18 Mar 2015debt financing▼ BadMajor
The Chapter 11 filing was an event of default under the company's swaps, and all three counterparties terminated them on March 10, 2015. Close-out amounts are $86.3M (Scotiabank), about $12.6M (National Bank of Canada) and $10.37M (Société Générale). After applying letters of credit and cash collateral, NBC claims about $371,000 and Société Générale about $519,000 remain owed. The company also filed procedures letting eligible noteholders subscribe to the DIP facility by 5:00 p.m. Eastern on April 3, 2015. These swaps were the ones tied to the senior notes' cross currency swap and the letter of credit requirement from January 2014.
16 Mar 2015listing compliance notice▼ BadMajor
On March 10, 2015 NYSE MKT suspended trading in the common stock and started delisting proceedings, citing the Chapter 11 filing and the plan to extinguish existing stock. The TSX also suspended trading the same day while it reviews continued listing, with a hearing set for March 16, 2015. The company says it will not appeal either decision and expects delisting.
10 Mar 2015bankruptcy or receivership▼ BadMajor
On March 10, 2015 the company and certain domestic subsidiaries filed for Chapter 11 in Delaware, with a restructuring support agreement backed by holders of over 67% of the C$400M 8.75% notes and its secured bank lenders. The plan would swap bank debt and swaps into a new first lien term loan, give DIP lenders and noteholders new common stock plus a second lien convertible loan, and extinguish existing common stock. Existing shareholders would get warrants only if their class votes for the plan, and nothing if it votes against. A DIP facility of up to $78.0M at 12% (6% cash, 6% in kind) is planned, with Wilmington Savings Fund Society as agent. Trade creditors are expected to be paid in full. This follows the reduced credit facility and the December 2014 equity raise, and ends in a likely loss of the existing equity.
15 Dec 2014material agreement● Neutral
As a condition of closing the December 2014 offering, Robert Buchan, Carl Pescio, Randy Buffington and Stephen M. Jones signed lock-up agreements. They agreed not to sell or transfer company shares or related securities for 60 days from closing without H.C. Wainwright's written consent. Routine closing term with no new financing.
12 Dec 2014capital raising announcement▲ GoodMajor
On December 12, 2014 the company closed the offering announced on December 9, issuing 21,750,000 shares and 10,875,000 warrants for gross proceeds of $21.75M. This completes the thread opened by the December 9 agreement; the shares were sold at $1.00 each, a small fraction of the $10.75 paid in the May 2013 offering.
What it means for a shareholder
21.8m new shares at about $1.00 to raise about $21.8m. That's 17% dilution: every existing holder's slice gets 17% smaller. If you held $1,000 of shares (1,000 at the issue price), your slice goes from 0.000958% to 0.000792% of the company. To keep it you'd need 208 more shares - about $208 at the issue price.
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9 Dec 2014material agreement● NeutralMajor
On December 9, 2014 the company agreed with H.C. Wainwright and Canaccord Genuity to sell shares and warrants on a reasonable best efforts basis, with institutional purchasers named in the exhibits. Each unit is one share plus 0.5 warrant for $1.00, with full warrants exercisable at $1.10 for five years. Purchasers get a right to take up to 50% of any equity financing in the next year, and the company may not do variable-rate share issuances while warrants are outstanding. Placement fees are 5% of gross proceeds plus other fees. Closing was expected around December 12.
9 May 2014debt financing▲ GoodMajor
On May 8, 2014 the company replaced its December 2013 credit agreement with a Third Amended and Restated one led by Bank of Nova Scotia, with Wells Fargo as co-collateral agent. The amount available rises to up to $75.0M from $40.0M, based on 80% of the value of gold and silver in leach pad, in-process and finished inventory less remaining costs. Pricing (LIBOR plus 4.50%), security and the April 30, 2016 maturity are unchanged. A new covenant requires at least $10.0M of cash in Wells Fargo deposit accounts, alongside the existing net worth ($437.0M plus 25% of positive quarterly income), 1.25:1.0 current ratio and 600,000-ounce reserve tail tests.
23 Apr 2014asset acquisition disposition● NeutralMajor
On April 22, 2014 the company signed the definitive agreement with West Kirkland's subsidiary and completed the sale of a 75% controlling interest in Hasbrouck, Three Hills and 37 patented exploration claims, at the same $30.0M total price. $20.0M is cash ($0.5M earlier, $19.5M at closing), and the remaining $10.0M for the 25% interest it keeps is due within 30 months, or the property goes into a 75/25 joint venture. This closes the January letter agreement. A press release on the Hycroft mill expansion prefeasibility study results was also furnished, but its figures are not in this filing text.
28 Jan 2014material agreement● NeutralMajor
On January 24, 2014 the company signed a letter agreement to sell Hasbrouck, Three Hills and certain exploration properties to West Kirkland Mining for $30.0M: $0.5M paid at signing, $19.5M at closing within 90 days, and $10.0M within 30 months of closing. If the final payment is not made or the company declines it, the property goes into a joint venture with West Kirkland at 75% and the company at 25%. The sale needs a definitive agreement, regulatory approvals and West Kirkland securing financing. This is the Hasbrouck project assessed in the February 2012 PEA. The filing also reports a milling and oxidation pilot plant study and the hiring of Garry Keizer as VP, Capital Projects.
30 Dec 2013debt financing▼ BadMajor
On December 27, 2013 the company replaced its credit agreement with a Second Amended and Restated one with Bank of Nova Scotia as agent and lender, cutting the borrowing base to up to $40.0M from $120.0M. It bears interest at LIBOR plus 450 bps, is secured by substantially all assets, matures April 30, 2016, and drops the interest coverage and leverage ratio covenants in favour of tangible net worth ($437.0M plus 25% of positive quarterly net income after September 30, 2013), a 1.25:1.0 current ratio and a 600,000-ounce heap leach reserve tail. Three other lenders are no longer lenders. Separately, from January 10, 2014 the company must cash collateralize or post a letter of credit for the settlement value of C$90.0M of the notes' cross currency swap (about $8.2M as of December 27, 2013), and it intends to use the credit facility for letters of credit.
1 Oct 2013material agreement● Neutral
On September 30, 2013 a third amendment to the credit agreement changed the interest coverage and leverage ratio limits for the quarter ended September 30, 2013, with original limits returning October 1, 2013. It also requires the company to calculate certain ratios on a pro forma basis each time it requests credit. This is the third consecutive temporary covenant adjustment (March, June, September 2013).
28 June 2013material agreement● Neutral
On June 27, 2013 the company again amended its credit agreement with Bank of Nova Scotia and other lenders, changing the interest coverage and leverage ratio limits for the quarter ended June 30, 2013 only. The original limits are to return for the quarter ended September 30, 2013. This is a second temporary relaxation after the March 2013 one.
17 May 2013capital raising announcement● NeutralMajor
The bought-deal share sale closed May 17, 2013: 14,000,000 shares at $10.75 for gross proceeds of $150.5M, with an underwriters' option for 2,100,000 more shares (up to $173.1M total if fully used). Proceeds are intended for Hycroft mine capital spending and general corporate purposes. This completes the offering announced May 2 and adds shares to the share count.
What it means for a shareholder
14.0m new shares at $10.75 to raise about $151m. That's 13% dilution: every existing holder's slice gets 13% smaller. If you held $1,000 of shares (93 at the issue price), your slice goes from 0.000103% to 0.0000895% of the company. To keep it you'd need 14 more shares - about $151 at the issue price.
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3 May 2013material agreement● NeutralMajor
On May 2, 2013 the company agreed to sell 14,000,000 common shares at $10.75 each to underwriters led by Dundee Securities and Cormark Securities, with a 30-day option for 2,100,000 more, and a 5.0% commission. Closing was expected May 17, 2013. The lead underwriter is a subsidiary of Dundee Corporation, where director Murray Sinclair is also a director. For shareholders this means new shares being issued.
29 Mar 2013debt financing● NeutralMajor
On March 26, 2013 the company amended its Oct 31, 2012 credit agreement with Bank of Nova Scotia and other lenders to temporarily change the interest coverage and leverage ratio limits for the quarter ended March 31, 2013, to accommodate accelerated equipment deliveries for the Hycroft expansion; original limits return from June 30, 2013. On March 27 Hycroft's subsidiary signed a Caterpillar Financial agreement for up to $60.0M of security deposits and up to $90.0M of seven-year capital lease loans for three electric rope shovels, guaranteed by the parent; $37.9M of deposits had been advanced by March 29, 2013 and no lease loans were outstanding. This is the Caterpillar shovel financing from the 2011 orders, in a specific form.
29 May 2012debt financing● NeutralMajor
The CDN$400M 8.75% senior unsecured notes sold to Scotia Capital and GMP Securities closed on May 25, 2012, with net proceeds of C$389.0M (US$389.6M after the swap). The notes mature June 1, 2019, pay interest each June 1 and December 1 from December 1, 2012, and are guaranteed by the company's wholly-owned domestic subsidiaries. Proceeds are intended for Hycroft mine expansion capital spending. A May 24 second amendment to the Bank of Nova Scotia credit agreement allowed the swap (effective US$400.4M at 8.375%). This resolves the pending notes closing.
18 May 2012material agreement● NeutralMajor
On May 15, 2012 the company agreed with Scotia Capital and GMP Securities that they would buy, on a bought deal basis, CDN$400M of 8.75% senior unsecured notes, with closing expected May 25, 2012. A cross currency swap with Bank of Nova Scotia gives an effective principal of US$400.4M and effective rate of 8.375%. Dealers get a 2.75% commission, and net proceeds are intended for capital spending on the Hycroft mine expansion. This follows the May 16 filing and is the debt financing for the expansion that was unarranged in the September 2011 mill study, but closing was still pending in this filing.
16 May 2012material agreement● NeutralMajor
On May 11, 2012 the company amended its May 17, 2011 credit agreement with Bank of Nova Scotia and other lenders so it can issue up to $400M (later waived up to $400.4M) of unsecured senior high-yield debt, and on May 16 announced a planned private offering of about $400M of unsecured senior notes. The amendment also allows distributions for scheduled interest payments, counts the new debt in the leverage ratio, lowers the interest coverage ratio and drops the minimum deposits requirement. This is the first step toward financing the Hycroft expansion; the notes were not yet sold in this filing. Twelve months to March 31, 2012: revenue $159.3M, net income $48.6M.
27 Feb 2012resource reserve update▲ GoodMajor
The company released its long-awaited preliminary economic assessment for Hasbrouck, which had been deferred since April 2011 and was later targeted for Q1 2012. It outlines a heap leach mine processing Hasbrouck and nearby Three Hills material: inferred resource of 1.2 Moz gold and 29.3 Moz silver, 135,000 oz gold a year for five years at $555/oz adjusted cash cost, initial capital $78.1M, after-tax NPV $98.7M (6%) and IRR 60% at $1,000 gold/$18 silver. It is preliminary and relies on inferred resources, so there is no certainty it will be realised; permits are assumed in H2 2013 with production possible from 2015, subject to a positive feasibility study and board decision. This resolves the deferred assessment thread.
24 Feb 2012resource reserve update▲ GoodMajor
Allied Nevada raised proven and probable reserves at Hycroft by 24%, to 12.7 million ounces of gold and 481.9 million ounces of silver, by converting 2.5 million ounces of gold and 93.3 million ounces of silver out of the resource category through infill drilling and engineering work.
20 Oct 2011drilling result▲ GoodMajor
Two press releases were furnished. Oct 18, 2011: new Hasbrouck drilling extended the Saddle, Franco and Crossroad zones (e.g. 24 m at 2.1 g/t gold, 9 g/t silver); 26,023 m drilled in 106 holes so far, with a resource update and preliminary economic assessment now expected in Q1 2012. Oct 19, 2011: the company received offers from Caterpillar Financial, Komatsu Financial and a major US financial institution for $300M of equipment financing (60-72 months, 5-6% effective rate, subject to customary closing conditions), and has ordered three CAT shovels, thirty-three 320-ton Komatsu haul trucks and a $8.6M primary crusher from FL Smidth. This continues the Hasbrouck drilling and the Hycroft expansion; the financing is offers only, not closed. The Hasbrouck assessment, deferred in April, now has a new Q1 2012 target. The release also says the crusher is due by end of 2012 and the plant in operation by mid-2013, which differs from the January 2015 mill start in the September study (the filing text does not say whether these are different things; the 2013 date appears tied to the crusher project, an inference).