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 2015substantial holder notice● Neutral
FCMI FINANCIAL CORPORATION, ALBERT D. FRIEDBERG reported no remaining PARAMOUNT GOLD & SILVER CORP. shareholding in its periodic institutional filing.
20 Apr 2015listing compliance notice● NeutralMajor
PARAMOUNT GOLD & SILVER CORP.'s exchange filed to remove a class of its securities from listing.
17 Apr 2015securities registration● Neutral
PARAMOUNT GOLD & SILVER CORP. amended an already-effective registration statement.
17 Apr 2015securities registration● Neutral
PARAMOUNT GOLD & SILVER CORP. amended an already-effective registration statement.
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.
17 Apr 2015securities registration● Neutral
PARAMOUNT GOLD & SILVER CORP. amended an already-effective registration statement.
17 Apr 2015securities registration● Neutral
PARAMOUNT GOLD & SILVER CORP. amended an already-effective registration statement.
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.
12 Feb 2015substantial holder notice● Neutral
Van Eck Associates Corporation reported a PARAMOUNT GOLD & SILVER CORP. shareholding of 10,562,926 shares (6.52% of votes) in a periodic institutional filing.
9 Feb 2015quarterly activities report▼ Bad
PARAMOUNT GOLD & SILVER CORP. reported quarterly revenue of $70 thousand and a net loss of $4.5 million for the period ended 2014-12-31.
23 Dec 2014substantial holder notice● Neutral
Coeur Mining, Inc disclosed a new substantial PARAMOUNT GOLD & SILVER CORP. shareholding (18.20% of votes).
22 Dec 2014substantial holder notice● Neutral
FCMI FINANCIAL CORPORATION, ALBERT D. FRIEDBERG reported a PARAMOUNT GOLD & SILVER CORP. shareholding of 24,444,234 shares (15.10% of votes) in a periodic institutional filing.
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.
6 Nov 2014quarterly activities report▼ Bad
PARAMOUNT GOLD & SILVER CORP. reported quarterly revenue of $33 thousand and a net loss of $2.9 million for the period ended 2014-09-30.
2 May 2014quarterly activities report● Neutral
PARAMOUNT GOLD & SILVER CORP. reported quarterly revenue of $0 and net income of $4.3 million for the period ended 2014-03-31.
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.
11 Apr 2014securities registration● Neutral
PARAMOUNT GOLD & SILVER CORP. filed a prospectus supplement for an offering off its existing shelf.
7 Mar 2014securities registration● Neutral
PARAMOUNT GOLD & SILVER CORP. registered a securities offering with the SEC using its shelf eligibility.
5 Feb 2014quarterly activities report▼ Bad
PARAMOUNT GOLD & SILVER CORP. reported quarterly revenue of $49 thousand and a net loss of $2.5 million for the period ended 2013-12-31.
7 Nov 2013quarterly activities report▼ Bad
PARAMOUNT GOLD & SILVER CORP. reported quarterly revenue of $15 thousand and a net loss of $2.0 million for the period ended 2013-09-30.
8 May 2013quarterly activities report● Neutral
PARAMOUNT GOLD & SILVER CORP. reported quarterly revenue of $0 and net income of $2.4 million for the period ended 2013-03-31.
15 Mar 2013substantial holder notice● Neutral
PARAMOUNT GOLD & SILVER CORP disclosed a new substantial PARAMOUNT GOLD & SILVER CORP. shareholding (9.01% of votes).
14 Mar 2013substantial holder notice● Neutral
FCMI FINANCIAL CORPORATION, ALBERT D. FRIEDBERG reported a PARAMOUNT GOLD & SILVER CORP. shareholding of 24,444,234 shares (15.70% of votes) in a periodic institutional filing.
6 Feb 2013quarterly activities report▼ Bad
PARAMOUNT GOLD & SILVER CORP. reported quarterly revenue of $0 and a net loss of $5.7 million for the period ended 2012-12-31.
30 Nov 2012securities registration● Neutral
PARAMOUNT GOLD & SILVER CORP. filed the final prospectus for a registered offering.