30 Apr 2015listing compliance notice▼ BadMajor
PARAMOUNT GOLD & SILVER CORP. deregistered its securities, ending its obligation to file reports with the SEC.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
30 Apr 2015listing compliance notice▼ BadMajor
PARAMOUNT GOLD & SILVER CORP. terminated the registration of a class of securities, ending its reporting obligation for them.
20 Apr 2015listing compliance notice● NeutralMajor
PARAMOUNT GOLD & SILVER CORP.'s exchange filed to remove a class of its securities from listing.
17 Apr 2015business combination● NeutralMajor
On April 17, 2015, the spin-off and the Coeur merger both completed. Paramount's Nevada assets went into Paramount Gold Nevada Corp. (SpinCo), now listed on the NYSE MKT as PZG, with former Paramount holders owning about 95.1% and Coeur 4.9%, funded by Coeur's $8.53 million loan and $1.47 million share purchase. Each Paramount share was then converted into 0.2016 Coeur shares (about 32.7 million Coeur shares in total, valued at roughly $185.9 million based on the April 16 closing price), and Paramount became a wholly owned Coeur subsidiary renamed Coeur San Miguel Corp. All Paramount directors and officers, including Crupi, Buffone and Van Treek, left, and Coeur's nominees took over. Trading of Paramount stock on the NYSE MKT was to be suspended after April 17, with delisting from the NYSE MKT and the Toronto Stock Exchange, and a Form 15 to end SEC reporting was planned. This resolves the merger, spin-off and listing threads that have run since December 2014.
3 Apr 2015business combination● Neutral
On March 30, 2015, Chris Crupi resigned as CEO and director of the planned spin-off company, Paramount Gold Nevada Corp., for personal reasons and not because of any disagreement. He remains CEO and a director of Paramount, and the filing says the spin-off is still intended to happen alongside the Coeur merger.
27 Mar 2015listing compliance notice● Neutral
On March 25, 2015, the NYSE MKT sent Paramount a warning letter because it failed to give the exchange at least ten days' notice of the record date for the April 17, 2015 special meeting on the Coeur merger. The company calls it isolated and inadvertent, and the letter notes it was the first such failure. The filing reconfirms February 24, 2015 as the record date and April 17, 2015 as the meeting date, so the merger timetable is unchanged.
18 Mar 2015business combination▲ Good
On March 17, 2015, the company set April 17, 2015 as the date of the special stockholder meeting to vote on the Coeur merger, for holders of record on February 24, 2015, and said the deal is expected to close that day if approvals and conditions are met. The release also says Mexico's competition commission has authorized the acquisition (clearing one of the listed conditions), and the spin-off company, renamed Paramount Gold Nevada Corp., holds the Sleeper project and is to have US$10 million in cash (less transaction expenses) and no debt at the distribution. It has NYSE MKT clearance to apply for listing. The spin-off's record date and distribution ratio are still to be announced, and the merger does not proceed unless the distribution is completed.
6 Mar 2015business combination● Neutral
On March 3, 2015, the parties amended the Coeur merger agreement in two ways: the tax-treatment closing condition now requires opinions that the merger 'should' qualify as a tax-free reorganization (rather than 'will'), and the Coeur loan to Paramount now matures in five years instead of one. Everything else in the agreement stays in force, so the deal continues on its original terms.
18 Dec 2014business combination● NeutralMajor
On December 16, 2014, the company agreed to be acquired by Coeur Mining. Before the merger, its Nevada mining assets (including Sleeper) will be spun off into a new company, Paramount Nevada Gold Corp. (SpinCo), and shares of it distributed to Paramount stockholders, who will own about 95.1% of it, with Coeur holding 4.9%. Each Paramount share will then convert into 0.2016 Coeur shares, leaving Paramount holders with about 24% of Coeur. Coeur will fund SpinCo with an $8,530,000 loan to Paramount (contributed to SpinCo) and $1,470,000 for its 4.9% stake. Separately, Coeur Mexicana paid $5,250,000 for a 0.7% royalty on the San Miguel project. The deal needs approval from both companies' stockholders, Mexican antitrust clearance, NYSE listing of the Coeur shares and other conditions; a $5 million break fee applies to either side in specified cases, and Paramount agreed not to solicit rival offers. The board also added a Delaware-courts-only forum bylaw. This is a pending deal, not yet completed.
11 Apr 2014material agreement▼ Bad
On April 11, 2014, the company signed an at-the-market sales agreement with Cantor Fitzgerald allowing it to sell up to $30,000,000 of common stock from time to time at market prices, with Cantor paid up to 3.0% of gross proceeds. This is a new selling program, similar in form to the June 2011 program with McNicoll, Lewis & Vlak, and any shares sold would dilute existing holders. The filing does not say how much, if any, will be sold.
7 Nov 2012asset acquisition disposition● Neutral
On November 5, 2012, the company's subsidiary X-Cal USA sold its Reese River mining claims in Nevada to Valor Gold Corporation for 6 million restricted Valor shares and $21,000 cash, subject to a 2% royalty held by Royal Gold. The filing says the claims were not significant to the company and were carried at $64,000, so this removes one of the Nevada projects listed in the X-Cal acquisition of 2010. The same filing records new or amended employment agreements: Glen van Treek (VP Exploration) at $200,000 a year, CFO Carlo Buffone raised to $200,000, and CEO Christopher Crupi's agreement amended. All three get two times annual compensation if terminated after a change of control, plus a board-determined cash bonus before a change of control that can take into account any premium shareholders receive.
30 Mar 2012capital raising announcement● NeutralMajor
On March 30, 2012 the company closed a private placement of 10,417,776 shares at $2.05 each, raising $21,356,441 with no warrants. This is up from the 8,917,776 shares and $18.2 million announced on March 28. The money is for exploration and development plans and general working capital, including the San Miguel drill program and Preliminary Economic Assessments for San Miguel and Sleeper that management expects this year. Shares outstanding rise from 136,944,512 to 147,362,288, so existing holders are diluted by about 7%. The company agreed to try to register the new shares for resale and to pay a finder's fee on some of the subscriptions.
What it means for a shareholder
10.4m new shares at $2.05 to raise about $21.4m. That's 7.1% dilution: every existing holder's slice gets 7.1% smaller. If you held $1,000 of shares (488 at the issue price), your slice goes from 0.000356% to 0.000331% of the company. To keep it you'd need 37 more shares - about $76 at the issue price.
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27 Mar 2012listing compliance notice▼ Bad
PARAMOUNT GOLD & SILVER CORP. withdrew a registration statement, abandoning the offering it covered.
27 June 2011material agreement● Neutral
On June 23, 2011 the company signed an agreement with McNicoll, Lewis & Vlak LLC to sell up to 2,500,000 shares at market prices from time to time, paying the agent a 3% commission. The company is not obliged to sell any shares and can suspend or end the agreement. Any sales would add shares and dilute existing holders, using the existing shelf registration. The filing does not say what the proceeds would be used for.
22 Dec 2010asset acquisition disposition● Neutral
This fourth amendment to the X-Cal purchase report restates the pro forma combined balance sheet to reflect a new accounting rule (FASB ASC 815-40-15-7I) and shows the adjustments to X-Cal's mineral property amounts in gross. The restated pro forma shows combined mineral property interests of $49,885,780 and a combined pro forma loss of $4,874,006 for the nine months to March 31, 2010. The filing says the purchase price allocation is preliminary. These are accounting presentation changes on a deal completed in August 2010, not a new transaction.
17 Nov 2010asset acquisition disposition● Neutral
This third amendment only adds the name of the auditor, Smythe Ratcliffe LLP, to the auditors' report on X-Cal's financial statements filed in the previous amendment. It contains no new developments on the X-Cal purchase.
2 Nov 2010asset acquisition disposition● Neutral
This second amendment to the report on the August 2010 X-Cal purchase adds X-Cal's audited financial statements for the years ended March 31, 2010 and 2009, which had not been filed before. They show X-Cal had a net loss of $1,549,041 for the year to March 31, 2010, cash of $179,428, mineral property interests of $31,031,548 and a deficit of $20,404,000. The notes say X-Cal's ability to continue depends on raising more financing (X-Cal's own going-concern disclosure, from before the takeover). The deal itself is unchanged.
13 Sept 2010asset acquisition disposition● Neutral
This amendment repeats the August 25 report on the completed X-Cal purchase with the same terms and pro forma financials, marks the press release exhibit as previously filed, and adds a cover figure of 132,077,034 company shares outstanding as of September 13, 2010. It contains no new developments on the deal.
25 Aug 2010asset acquisition disposition● NeutralMajor
On August 23, 2010 the company completed its purchase of X-Cal Resources, after X-Cal shareholders approved it on Aug 19 and the British Columbia Supreme Court issued a final order on Aug 20. X-Cal holders (176,009,978 shares) receive 22,001,247 new company shares, and X-Cal's options were replaced with company options. Shawn Kennedy joined the board, and the company plans drilling at the Sleeper Gold Mine in Nevada. This completes the deal announced in June and adds new shares for existing holders. The filing also includes unaudited pro forma financials, and the company's address is now listed as Winnemucca, Nevada.
28 June 2010capital raising announcement● Neutral
This amendment restates the June 25 report on the X-Cal deal to fix typographical and clerical errors. It adds details: X-Cal options will be terminated and replaced with company options, and the US$1.1 million loan to X-Cal is interest-free unless the deal ends, after which it bears 8% interest and must be repaid on set dates (by Dec 31, 2010 at the latest in the 'other reasons' case). X-Cal's CEO Shawn Kennedy would join the board after the deal. The deal terms are otherwise unchanged.
25 June 2010capital raising announcement● NeutralMajor
On June 22, 2010 the company agreed to buy all shares of X-Cal Resources Ltd., whose main asset is the Sleeper Gold Mine in Nevada, in a deal valued at US$31 million. X-Cal holders would get 1 company share for every 8 X-Cal shares. The press release says existing holders would keep about 86% of the combined company (about 135.7 million shares) so they would be diluted by about 14%. The company also agreed to lend X-Cal up to US$1.1 million, unsecured, to cover costs until closing. A US$1 million reciprocal break fee applies. It needs 66 2/3% of X-Cal holders and court and regulatory approval, but not a vote of the company's own shareholders. The deal adds a Nevada asset alongside San Miguel in Mexico.
9 Oct 2009material agreement▲ GoodMajor
On October 8, 2009 the company signed an underwriting agreement with Dahlman Rose and Blackmont Capital to sell up to 16 million new shares at a public price of US$1.25, with an option for 2.4 million more. Expected net proceeds are about US$18.7 million, closing is expected October 15, 2009, and FCMI is buying 4,000,000 of the shares. The company says it will use the money for San Miguel exploration, newly acquired Palmarejo-district projects, new project acquisition and general corporate purposes. This adds new shares and dilutes existing holders.
8 Oct 2009asset acquisition disposition● Neutral
This is an amendment to the March 2009 report, restating its terms as of that time and adding exhibits that were left out of the original. It covers the FCMI financing (12 million units at C$0.75, each with a C$1.05 warrant), a registration rights agreement with FCMI, a side letter on two FCMI board seats, the Tara Gold share release and Ian Talbot's resignation. It contains no new developments.
2 Oct 2009material agreement termination▼ BadMajor
On September 25, 2009 Klondex terminated the July letter agreement, alleging the company misstated material facts in its November 2008 technical report. The company rejects this, says an updated September 15, 2009 report did not require restating its mineral resource, and has sued Klondex in the Supreme Court of British Columbia for the US$2.85 million break fee plus damages. This ends the proposed merger described in July and August, and the dispute is now unresolved.
6 Aug 2009material agreement▲ GoodMajor
On August 5, 2009 the company signed support agreements with its two largest stockholders, FCMI and Garibaldi Resources, who agreed to vote their shares in favour of the Klondex arrangement. The press release says this covers 30,000,000 shares on a fully diluted basis (18,000,000 currently outstanding). FCMI also indicated financial support of C$5 million to C$15 million for development at San Miguel and Fire Creek. This helps the shareholder vote needed for the deal, which still requires a definitive agreement and other approvals.
22 July 2009capital raising announcement● NeutralMajor
On July 20, 2009 the company signed a binding letter agreement with Klondex Mines Ltd. to combine through a court-approved plan of arrangement. Each Klondex share would become 1.45 company shares (about 42 million new shares, valued at roughly Cdn$80 million / US$71.6 million), and Klondex would become a wholly owned subsidiary. It needs court, regulatory and shareholder approvals (a majority of the company's shares plus one, and 66 2/3% of Klondex's), a Klondex director (Robert Sibthorpe) would join the board, and a US$2.85 million reciprocal break fee applies in certain cases. A definitive agreement has still to be negotiated.
21 Apr 2009farm in farm out agreement● Neutral
This is an amendment to the March 2009 report. It says the company filed a prospectus supplement on April 21, 2009 covering the 1,350,000 Magnetic shares, 200,000 advisor shares and 840,000 Dahlman Rose warrants (and the shares under those warrants), issued from its existing shelf registration. It also mentions 500,000 shares issued to Daelim Investments for a 25% interest in the Vidette Lake gold mine option, which is new information not in the earlier filing. The filing is mainly a legal/registration update.
23 Mar 2009asset acquisition disposition▲ GoodMajor
The FCMI financing closed March 20, 2009: 12 million units at C$0.75 (C$9,000,000, about US$7.2 million). Dahlman Rose got a 7% fee and 840,000 warrants. Daniel Hachey resigned as director, and Rudi Fronk and Eliseo Gonzalez-Urien (proposed by FCMI) joined the board. The company also bought Magnetic Resources (1,350,000 shares valued at $675,000, plus 200,000 finder's shares) and the Garibaldi option on the Temoris project ($400,000 plus 6 million escrowed shares). Separately, Mexoro Minerals, which defaulted on three debentures totalling $1.37 million originally, paid $1 million and agreed a forbearance in which the company keeps security over Mexoro's Guazapares concessions.
13 Mar 2009asset acquisition disposition▲ GoodMajor
The company accepted a subscription from FCMI Financial Corp. for 12 million units at C$0.75 (about US$7.1 million), each with a share and a four-year warrant at C$1.05; FCMI would hold about 14.52% after closing and is expected to appoint two directors. It also says the Tara Gold paperwork has now been filed with Mexico's Bureau of Mines and the escrowed shares are to be released, resolving that condition. Director Ian Talbot resigned on March 11, 2009.
6 Jan 2009capital raising announcement● Neutral
The company closed a private placement on December 31, 2008 of 3,636,363 units at C$0.55 (C$2,000,000, about US$1,633,200) to the MineralFields Group. Each unit has a share and a warrant exercisable for two years at C$1.00 in year one and C$1.25 in year two. First Canadian Securities, as agent, received a 5% commission and warrants.
What it means for a shareholder
3.6m new shares at C$0.550 to raise about C$2.0m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
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