Each one in plain English, with the numbers worked through for a shareholder.
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.
FCMI FINANCIAL CORPORATION, ALBERT D. FRIEDBERG reported a PARAMOUNT GOLD & SILVER CORP. shareholding of 27,570,000 shares (23.10% of votes) in a periodic institutional filing.
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.
FCMI FINANCIAL CORPORATION, ALBERT D. FRIEDBERG reported a PARAMOUNT GOLD & SILVER CORP. shareholding of 28,020,000 shares (23.50% of votes) in a periodic institutional filing.
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.
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.
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.
FCMI FINANCIAL CORPORATION, ALBERT D. FRIEDBERG reported a PARAMOUNT GOLD & SILVER CORP. shareholding of 24,000,000 shares (25.40% of votes) in a periodic institutional filing.
Sprott Asset Management Inc reported a PARAMOUNT GOLD & SILVER CORP. shareholding of 700,000 shares (0.90% of votes) in a periodic institutional filing.
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.
Sprott Asset Management Inc reported a PARAMOUNT GOLD & SILVER CORP. shareholding of 4,000,000 shares (6.80% of votes) in a periodic institutional filing.
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.
2 Oct 2008asset acquisition disposition▲ GoodMajor
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.
