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PARAMOUNT GOLD & SILVER CORP.

US:PZG1
No current share price held for this company.

Past year: ▲ 27%(66.0c – 1.28 USD)

Market cap
—
Shares on issue
—
Story beats
20 since 2007
Last event
30 Apr 2015

History

Paramount Gold & Silver grew from a 2007 fundraising into a Mexico and Nevada explorer, then was split up and acquired by Coeur Mining in April 2015.

2007-2008: Raising money and getting listed

The record opens in April 2007, when Paramount closed a private placement of 10,398,496 units at $2.10 each, raising $21,836,841 to explore its mining properties and fund working capital. Each unit carried one share and a half warrant, and shares outstanding rose to 46,422,478. In July 2007 the American Stock Exchange cleared its securities for listing.

A hiccup followed in April 2008, when the exchange said the company failed its settlement rules because the DTC, the clearing service, had suspended services in March. Trading stayed suspended until DTC resumed on April 30, 2008, and the problem was resolved. In September 2008 Paramount agreed to buy out Tara Gold Resources' remaining 30% of their San Miguel joint venture in Mexico, closing on October 1 for 7,350,000 shares, cancelled invoices and 100,000 pesos for concessions.

2009: Financing, a failed merger and a lawsuit

In March 2009 the Tara Gold paperwork was filed with Mexico's Bureau of Mines, clearing the condition on the escrowed shares. FCMI Financial subscribed for 12 million units at C$0.75, raising C$9,000,000, and two of its nominees joined the board. Paramount also bought Magnetic Resources and an option on the Temoris project, and collected $1 million from Mexoro Minerals on defaulted debentures, keeping security over Mexoro's Guazapares concessions.

In July 2009 Paramount agreed in principle to combine with Klondex Mines, offering 1.45 shares for each Klondex share. Its two largest holders, FCMI and Garibaldi Resources, agreed to back it. On September 25 Klondex terminated the agreement, alleging misstatements in a November 2008 technical report. Paramount rejected that and sued in British Columbia for the US$2.85 million break fee plus damages. The beats do not record how the suit ended. In October 2009 Paramount sold up to 16 million new shares at US$1.25 through underwriters, for expected net proceeds of about US$18.7 million, with FCMI buying 4,000,000.

2010-2012: Sleeper and a further raising

In June 2010 Paramount agreed to buy X-Cal Resources, whose main asset was the Sleeper Gold Mine in Nevada, in a deal valued at US$31 million. It closed on August 23, 2010, with X-Cal holders receiving 22,001,247 new Paramount shares. The company then had assets in both Mexico and Nevada, and planned drilling at Sleeper.

The record is then quiet until March 2012, when Paramount closed a private placement of 10,417,776 shares at $2.05 each, raising $21,356,441 with no warrants. It diluted existing holders by about 7% and was meant to fund the San Miguel drill program and early-stage economic studies for San Miguel and Sleeper. Shares on issue ended 2012 at 147,546,184. The record is quiet through 2013 and most of 2014, with shares reaching 162,027,422 by the end of 2014, a rise the beats do not explain.

2014-2015: Split and sale to Coeur

On December 16, 2014 Paramount agreed to be acquired by Coeur Mining. Its Nevada assets, including Sleeper, would first be spun off into a new company, with Paramount holders owning about 95.1% and Coeur 4.9%. Each Paramount share would then convert into 0.2016 Coeur shares, leaving Paramount holders with about 24% of Coeur. Coeur also paid $5,250,000 for a 0.7% royalty on San Miguel.

Both the spin-off and merger completed on April 17, 2015. The Nevada assets went into Paramount Gold Nevada Corp., listed on the NYSE MKT as PZG. About 32.7 million Coeur shares, worth roughly $185.9 million at the April 16 close, were issued to Paramount holders. Paramount became a wholly owned Coeur subsidiary, renamed Coeur San Miguel Corp., and its directors and officers left. Its exchange filed to delist its securities on April 20, and on April 30, 2015 it deregistered with the SEC, ending its reporting obligations.

Written from the 20 story beats below (2007 to 30 Apr 2015), which come from the company's own announcements and filings.

Beat by beat

The events that changed the company's story, in plain English, each written against everything known about the company at the time. The dot shows whether it was good, bad or neutral for shareholders.

shares on issue market cap (log scale)

2015162m shares · US$207m market cap

  1. 30 Apr

    PARAMOUNT GOLD & SILVER CORP. deregistered its securities, ending its obligation to file reports with the SEC.

    listing compliance notice

    162m shUS$207m
  2. 30 Apr

    PARAMOUNT GOLD & SILVER CORP. terminated the registration of a class of securities, ending its reporting obligation for them.

    listing compliance notice

    162m shUS$207m
  3. 20 Apr

    PARAMOUNT GOLD & SILVER CORP.'s exchange filed to remove a class of its securities from listing.

    listing compliance notice

    162m shUS$207m
  4. 17 Apr

    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.

    business combination

    162m shUS$207m

2014162m shares · US$107m market cap

  1. 18 Dec

    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.

    business combination

    162m shUS$107m

2012137m shares · US$309m market cap

  1. 30 Mar

    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.

    capital raising announcement

    137m shUS$309m

2010

  1. 25 Aug

    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.

    asset acquisition disposition

  2. 25 June

    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.

    capital raising announcement

2009

  1. 9 Oct

    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.

    material agreement

  2. 2 Oct

    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.

    material agreement termination

  3. 6 Aug

    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.

    material agreement

  4. 22 July

    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.

    capital raising announcement

  5. 23 Mar

    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.

    asset acquisition disposition

  6. 13 Mar

    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.

    asset acquisition disposition

2008

  1. 2 Oct

    The Tara Gold deal closed October 1, 2008: the company issued 7,350,000 shares for Tara Gold's remaining 30% of the joint venture, cancelled its invoices to Tara Gold for San Miguel costs, paid 100,000 pesos for the concessions, and issued 300,000 shares to a consultant. Documents and shares are held in escrow pending registration with Mexico's Bureau of Mines; if that is not done by February 28, 2009 (or a later agreed date), the shares are returned and cancelled and the deal unwinds.

    asset acquisition disposition

  2. 2 Sept

    The company agreed with Tara Gold Resources to buy Tara Gold's remaining equity in their February 7, 2007 joint venture, plus certain mining concessions. It would issue 7,350,000 legended shares, cancel invoices it had sent Tara Gold for its share of San Miguel property costs, and pay 100,000 Mexican pesos for the concessions. Closing needs AMEX and Toronto Stock Exchange approval of the share issue and registration with Mexico's Bureau of Mines.

    material agreement

  3. 1 May

    DTC resumed services for the company on April 30, 2008, so the company says it now complies with the AMEX settlement and depository rules, and the exchange issued a notice resuming trading. This resolves the listing problem flagged on April 22, 2008.

    listing compliance notice

  4. 22 Apr

    The American Stock Exchange told the company it fails listing rules on book-entry settlement and depository eligibility, because the DTC (the clearing service) suspended services on March 17, 2008 and had not resumed them. Trading on the exchange stays suspended until DTC resumes. The company submitted a plan to comply by May 19, 2008 and could face delisting if the plan fails.

    listing compliance notice

2007

  1. 31 July

    the American Stock Exchange certified PARAMOUNT GOLD & SILVER CORP.'s securities for listing, clearing them to begin trading.

    listing compliance notice

  2. 6 Apr

    The company closed a private placement of 10,398,496 units at $2.10 each, for $21,836,841. Each unit has one share plus a half warrant (exercisable at $2.90 for 24 months). Agents were paid $1,310,210.46 in commissions and fees and received 623,909 broker warrants. Shares outstanding rose to 46,422,478 and proceeds are to fund exploration of its mining properties and working capital. This adds new shares (dilution) but brings in cash.

    capital raising announcement