Jaguar Mining Inc

Four days after announcing a private placement of senior secured notes and warrants, Jaguar amended the terms to offer convertible senior secured debentures instead (press release dated September 18, 2015). The filing text provided contains only the cover page and exhibit index, so amounts, conversion price, rate and maturity are not stated. Shareholders should expect possible dilution from conversion (inference from the word 'convertible').

capital raising announcement

Jaguar announced a private placement of units of senior secured notes and warrants (press release dated September 14, 2015). The filing text provided contains only the cover page and exhibit index, so the amount, interest rate, warrant terms and use of proceeds are not available. It appears to supersede the debenture offering revised in May, though the text does not say so (inference), and the May debenture closing was never confirmed in these filings.

capital raising announcement

Jaguar revised the convertible debenture offering announced February 27, citing current market conditions: the conversion price is cut from C$0.50 to C$0.25 and the term from three years to two, with 4,870 shares per $1,000 (about double the earlier 2,500). Redemption prices are now 110% in year one and 105% in year two. Proceeds are to repay the Renvest facility, now stated as $10.4 million (previously $12.4 million), and for general purposes; closing is expected in May 2015, subject to TSX-V approval. Existing shareholders face greater potential dilution, since the same principal would convert into roughly twice as many shares (inference from the stated ratio).

debt financing

An independent estimate by RPA puts Turmalina's proven and probable reserves at 217,000 oz of gold (1,266,000 t at 5.33 g/t) at December 31, 2014, up 51% from 144,000 oz. This is the independent estimate that was due in Q1 2015. Orebody A reserves rose to 180,000 oz from 83,000 oz, while Orebody B has no reserves now. Total measured and indicated resources fell 40% to 466,000 oz because Faina and Pontal declined, though inferred resources rose. The CEO says the drill cut-off was June 30, 2014, and a 25,000 m drill program is planned for 2015.

drilling result

Jaguar plans to issue up to $20 million of 12% senior secured convertible debentures, convertible at C$0.50 per share, to repay the $12.4 million Renvest credit facility and for general corporate purposes. Closing is expected around March 26, 2015, subject to TSX-V approval. Conversion could dilute existing shareholders. Separately, the board formed a special committee, with Origin Merchant Partners as financial adviser, to review alternatives including a merger, asset sales or partnerships; there is no assurance any transaction results.

capital raising announcement

The TSX delisting of Jaguar's shares has been pushed to March 31, 2014, to allow a move to the TSX Venture Exchange under an amended and restated plan of compromise under Canada's creditor protection law (CCAA). Trading has been suspended since December 23, 2013, and there is no assurance of a new listing. This is a major turn from the 2012-13 listing and credit facility news: the company is now in CCAA creditor proceedings (details of the plan are not in this filing).

listing compliance notice

Jaguar drew the initial $5 million on the Renvest standby facility, which had been expected to close by November 2012. The lender received 570,919 common shares and $150,000 in cash as upfront and drawdown fees. The remaining $25 million becomes available once the rest of the security is registered, and the CEO says the company prefers to rely on internally generated funds where possible.

debt financing

Jaguar arranged a $30 million standby credit facility with Renvest Mercantile Bancorp's Global Resource Fund, expected to close by November 28, 2012 subject to the lender's due diligence and loan documents. On closing it will draw US$5 million, pay 11% interest, and pay fees including 450,000 common shares (new shares, so some dilution), with proceeds for working capital at Turmalina, Paciencia or Caete. The CEO ties it to the ongoing restructuring and cost reduction programs.

business combination

Jaguar raised Gurupi's measured and indicated resources by 30% to 3.2 million oz of gold (35.65 Mt measured at 0.86 g/t and 75.02 Mt indicated at 0.93 g/t, at a 0.33 g/t cutoff), based on 24,497 m drilled in 107 holes. A revised feasibility study incorporating the new resource is now expected in Q4 2012, rather than the build decision timing set in 2011. Mineralization is still open at depth; the filing is signed by CFO James Roller.

resource reserve update

Jaguar received the Preliminary License from Maranhao's environmental agency SEMA for its wholly owned Gurupi Project, resolving the pending license thread from the February 2011 feasibility study. The CEO said the company expects to decide in Q3 2011 whether to proceed with final engineering and project financing with the Brazilian Development Bank, with commissioning slated for Q1 2013. The balance of capital is expected to come from the Brazilian Development Bank (not yet secured), alongside cash on hand and operating cash flow; the final build decision is not yet made.

regulatory community update

Jaguar priced the offering at US$90M of 5.5% unsecured senior convertible notes due March 31, 2016, with a 30-day option for another US$13.5M. Notes convert at about US$7.55 per share (132.4723 shares per US$1,000), and net proceeds of about US$86.3M are meant for Gurupi development and general purposes; closing was expected about February 9, 2011, subject to TSX and NYSE approval. The conversion price is far below the roughly US$12.75 on the 2009 notes, and this adds debt on top of the 4.50% notes due 2014.

debt financing

Jaguar announced a proposed offering of US$90M of unsecured convertible senior notes due 2016 (plus up to US$13.5M for over-allotments) to qualified institutional buyers. Proceeds are intended for developing Gurupi, working capital and general purposes. Terms were not yet set; holders could convert to shares, though Jaguar may pay cash instead, so conversion could dilute shareholders.

debt financing

Jaguar completed the Gurupi feasibility study: pre-operational capital US$278.0M (up from US$224.6M in the May 2010 pre-feasibility), 148,690 oz/yr over 13 years from 2013, and probable reserves of 2,327,930 oz. It will spend about US$12M on a 30,000 m drill program before deciding later in 2011 whether to build. For 2010, gold output fell 11% to 137,866 oz and cash operating cost rose 57% to US$732/oz, which the company attributes to Turmalina mining-method change and Ore Body A geo-mechanical issues, an idle Sabara mine, a stronger Brazilian real and Caete start-up issues. Turmalina produced 59,481 oz, down 28%.

resource reserve update

AMEC's pre-feasibility study on Gurupi estimates probable reserves of 2,322,000 oz, taking Jaguar's total reserves to 4.3 million oz (up 115%). It projects 154,000 oz/yr over 13 years from 2013, pre-operational capital of US$224.6M and average cash cost of US$519/oz. The release says Jaguar completed buying MCT Mineracao (holder of the Gurupi licences) from a Kinross subsidiary in December 2009, which resolves the earlier unnamed-property talks only if that is the same deal (an inference; the filing does not link them). An internal two-phase plan would cut initial capital to US$156.3M and output to 118,000 oz/yr, and a feasibility study is planned for 2010.

resource reserve update

Jaguar filed a technical report on the newly acquired Gurupi Project in Northern Brazil, showing indicated resources of 70,159,952 tonnes at 1.12 g/t (2,516,326 oz) plus 618,595 oz inferred. Adding this to its Minas Gerais resources lifts total measured and indicated gold to about 6,035,000 oz (up 72%) and inferred to about 1,744,000 oz (up 55%). A Gurupi feasibility study with AMEC is expected in Q1 2010. This builds on the Gurupi project named in the 2010 exploration budget; the release calls Gurupi 'newly acquired' but does not state the price or how it was paid.

resource reserve update

Jaguar priced the convertible note offering at US$150 million (up from US$110 million) of 4.50% unsecured senior notes due November 1, 2014, with a further US$15 million over-allotment option and expected net proceeds of about US$144.6 million. Notes convert at about US$12.75 per share (78.4314 shares per US$1,000), and Jaguar may pay cash or a mix of cash and shares on conversion, so holders could be diluted if converted in shares. Proceeds are to repurchase the 10.5% secured notes (redeemable on or after March 22, 2010) and fund the pending gold property deal, which the parties agreed would cost US$39-43 million payable in Jaguar shares if completed. Closing was expected about September 15, 2009, subject to TSX and NYSE approval.

debt financing

Jaguar announced plans for a private offering of about US$110 million of senior convertible notes due 2014, with a possible additional US$15 million. Proceeds are intended to repurchase its outstanding 10.5% secured notes, fund exploration and pre-development of an unnamed gold property it is negotiating exclusively to acquire, and for general purposes. Terms were not yet set; the acquisition is subject to due diligence, a definitive agreement and approvals.

debt financing

Jaguar closed a share offering of 13,915,000 common shares at Cdn$6.20, raising Cdn$86,273,000 gross; this includes 1,815,000 shares from the underwriters' over-allotment option, exercised in full. Led by RBC Capital Markets and Blackmont Capital, proceeds are intended for developing the Caete Project and general purposes. This is a second raise after the Cdn$13.40 offering in February 2008, at a much lower price, so it dilutes existing holders more per dollar raised. The company again states it has no gold hedges.

capital raising announcement

Ahead of an April 9-11 analyst tour, Jaguar reported Q1 2008 progress: about 11,710 m drilled and 1,120 m of underground development. The new Paciencia plant entered commissioning in early April, with under 50,000 oz expected in 2008 and about 100,000 oz/yr at design rates. The Caete feasibility study is due for completion by end of April, and Turmalina is expected to rise from 1,350 to 1,800 tonnes per day in 2009 (107,000 oz/yr) using Satinoco ore. The company reiterates its plan to reach about 700,000 oz by 2014.

drilling result

Jaguar closed a public share offering of 8,250,000 common shares at Cdn$13.40, raising Cdn$110,550,000 gross, led by RBC Capital Markets. Underwriters have an option for up to 1,237,500 more shares (total Cdn$127,132,500 if fully used). Proceeds are intended mainly for exploration and expansion capex at its three largest Brazilian projects, to eliminate forward sales contracts and project financing term debt (following the September 2007 decision to end the hedge), and general purposes. This adds shares, diluting existing holders.

capital raising announcement

Jaguar filed a revised technical report on its Satinoco target, next to the Turmalina mine, bought from AngloGold Ashanti in September 2004. It now states measured and indicated resources of about 208,560 oz of gold (1,741,000 tonnes at 3.72 g/t) and inferred resources of about 64,750 oz, updating an October 22, 2007 report with results from a further 2007 drilling phase. The report recommends a feasibility study to expand Turmalina based on Satinoco, which follows the expansion plan announced in September 2007.

resource reserve update

Jaguar's CEO presented at the Denver Gold Forum. The company announced a deep drilling program (holes up to 1,000 metres at Turmalina, Roca Grande and Pilar), a push to expand Turmalina to over 100,000 oz of gold by 2009 (about $8 million capital, completion expected Q3 2008), and a delay of the Caete Project: feasibility study now Q1 2008 and commissioning Q2 2009, because of delayed power supply. It also said it will terminate its gold hedge program, which it had put in place to obtain the Turmalina project financing, so shareholders get 100% of gold price upside.

drilling progress report