17 Apr 2019listing compliance notice▼ BadMajor
Pershing Gold Corp. terminated the registration of a class of securities, ending its reporting obligation for them.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
9 Apr 2019business combination● NeutralMajor
The Americas Silver merger closed on April 3, 2019, ending the pending-deal thread. Each Pershing common share was cancelled and converted into 0.715 Americas Silver common shares, and Pershing is now a wholly owned Americas Silver subsidiary. Holders of 7,971 Series E shares chose Americas Silver preferred (461.440 per share), while holders of 975 Series E shares converted to 344,734 Pershing common shares before closing. Options and warrants were terminated, apart from one warrant for 22,223 shares swapped for a warrant for 15,889 Americas Silver shares. Alfers, Clevenger, Karr, Saxton, Alexander and Janke resigned; Blasutti, Varga and McRae now run Pershing, and Alfers joined the Americas Silver board. Auditor KBL resigned on April 4, 2019; its report for 2018 and 2017 (issued April 2, 2019) carried a going-concern doubt. The attached press release says the deal cleared a CFIUS review and mentions a Sandstorm Gold financing and a board decision to build expanded facilities at Relief Canyon, but the text is cut off so no terms are available here.
3 Apr 2019listing compliance notice● NeutralMajor
Pershing Gold Corp.'s exchange filed to remove a class of its securities from listing.
4 Mar 2019business combination● Neutral
Pershing and Americas Silver amended the merger agreement to push the date after which either side can walk away from April 1, 2019 to June 1, 2019, and made technical changes to how shares are issued at closing. The deal had not closed by this filing, and the two executives' severance terms were extended to June 1, 2019 to match. The filing does not say why the date was moved.
30 Nov 2018business combination● NeutralMajor
Pershing sent shareholders its final proxy statement for the Americas Silver merger, with a special meeting set for January 9, 2019 in Denver. The board unanimously recommends a yes vote. Holders would get 0.715 Americas Silver shares per Pershing share, which at recent prices was worth roughly $0.99 to $1.83 per Pershing share, so the final value is not fixed. Insiders and a major holder who have agreed to vote yes represent about 39% of the voting power, and Series E holders who dissent can seek a court-set cash value.
4 Oct 2018business combination● NeutralMajor
Pershing filed the legal terms of the Americas Silver merger: Pershing becomes a wholly owned subsidiary, common holders get 0.715 Americas Silver shares each, and Series E preferred holders can choose common shares or new non-voting Americas Silver preferred. Approval is needed from Pershing and Americas Silver shareholders, the deal can be ended if not completed by April 1, 2019, and Pershing owes a $4M fee if it takes a better offer or changes its recommendation. The up-to-$4M 16% loan from Americas Silver is secured on substantially all Pershing's assets, matures June 1, 2019 (Sept 1, 2019 if extended), and in some failed-deal cases Pershing can repay it in shares at no less than $1.18. Pershing's directors and officers signed agreements to vote in favour, and key executives' severance terms were extended to March 31, 2019.
1 Oct 2018business combination▲ GoodMajor
Pershing Gold announced a deal to be acquired by Americas Silver Corporation: each Pershing common share would be exchanged for 0.715 Americas Silver shares, which the press release values at US$1.69 per share (a 39% premium to the Nasdaq close on Sept 28, 2018). Pershing holders would own about 36% of the combined company, and the release says closing is expected in Q1 2019. Americas Silver also agreed to lend Pershing up to US$4 million at 16% a year, and Barry Honig (about 31% of common, 87% of preferred) has committed to vote in favour.
13 Mar 2018listing compliance notice● Neutral
Director Alex Morrison resigned on February 23, 2018, again leaving the audit committee short of Nasdaq's three-member minimum. Nasdaq's cure period runs to the earlier of the next annual meeting or February 25, 2019 (or August 22, 2018 if the meeting is held before then), and the company expects to appoint a new independent director. The 2018 annual meeting is set for June 22, 2018, with a record date of April 23, 2018 and a stockholder proposal deadline of April 6, 2018. This is a repeat of the 2017 audit committee shortfall after Mr. Barr's death.
8 Jan 2018material agreement● Neutral
On January 3, 2018 the company signed a standard indemnification agreement with director Pamela Saxton, covering legal costs and liabilities from acting as a director or officer. It carries no financial terms and is routine governance paperwork; the filing does not say why she is covered now (she may be a recent appointee, an inference).
14 Dec 2017capital raising announcement▼ BadMajor
On December 11, 2017 the company agreed to a public offering of 2,430,000 shares plus warrants over 972,000 shares at $2.80 per share and associated warrant, with a 30-day option for more. At the same time it agreed to a private placement of 2,347,242 shares and warrants over 938,897 shares to existing holders including director Barry Honig, who takes 990,099 shares at $3.03; the private placement gross proceeds are about $6.8 million. Warrants are exercisable at $3.40 and expire December 19, 2019. More dilution, with insiders again participating.
What it means for a shareholder
972,000 new shares at $2.80 to raise about $2.7m. That's 3.3% dilution: every existing holder's slice gets 3.3% smaller. If you held $1,000 of shares (357 at the issue price), your slice goes from 0.00126% to 0.00122% of the company. To keep it you'd need 12 more shares - about $34 at the issue price.
Create a free account to see this worked out for your own holding.
14 Apr 2017listing compliance notice● Neutral
Independent director Douglass Scott Barr died on April 9, 2017, leaving the audit committee with two members and putting the company out of compliance with Nasdaq's three-member rule. Nasdaq's cure period runs to the earlier of the next annual meeting or April 9, 2018 (or October 6, 2017 if the meeting is held before then); the board plans to appoint a replacement. No delisting is threatened in the filing itself.
2 Dec 2016material agreement▼ BadMajor
On December 2, 2016 the company agreed with Laidlaw to a best-efforts public offering of 2,205,883 shares at $3.40 (about $7.5 million gross, about $6.7 million net), with a 45-day option for 330,882 more shares. Proceeds are to go to advancing the Relief Canyon project, capital expenditures and working capital; closing was expected about December 7, 2016. It continues the pattern of equity raises, now through a public shelf takedown rather than private placements.
30 Mar 2016capital raising announcement▼ BadMajor
On March 28, 2016 the company sold 1,850,000 units (one share plus a 30-month warrant for 0.5 of a share at $4.35) to a single accredited investor for about $6.0 million gross. This is a second sizable private placement within about a month, adding further dilution; the investor's resale registration is required but no deadline is stated.
2 Mar 2016capital raising announcement▼ BadMajor
On February 25, 2016 the company sold 2,120,882 units (one share plus a 30-month warrant for 0.5 of a share at $5.06) for about $6.9 million gross ($6.1 million net), with Laidlaw as placement agent. A resale registration statement is due by April 10, 2016. The per-share figures are far higher than the 2015 placements at about $0.32; the filing does not explain the gap (it may reflect a share consolidation, which is an inference), so the pattern of repeated equity raises continues.
10 Feb 2016capital raising announcement▼ Bad
On February 4, 2016 the company issued 367,467 shares for about $1.25 million gross to two investors affiliated with director Barry Honig. The company must file a resale registration statement by March 24, 2016. It is another small equity raise from Honig-related investors, adding to the share count.
1 July 2015listing compliance notice▲ GoodMajor
Nasdaq certified Pershing Gold Corp.'s securities for listing, clearing them to begin trading.
27 Apr 2015capital raising announcement▼ Bad
On April 21, 2015 the company sold a further 5,584,056 units (one share plus a 24-month warrant for 0.4 of a share at $0.44) for about $1.8 million gross ($1.7 million net). This is part of the same private placement as the April 10, 2015 sale and adds to the dilution; a resale registration statement must be filed by June 4, 2015.
13 Apr 2015capital raising announcement● NeutralMajor
On April 10, 2015 the company sold 29,740,001 units, each a share plus a 24-month warrant for 0.4 of a share at $0.44, for about $9.6 million gross ($9.0 million net). The placement agent can sell up to $15 million until April 21, 2015, and resale registration may be required after May 25, 2015. This is another large equity raise that dilutes existing shareholders.
What it means for a shareholder
29.7m new shares at about $0.5044 to raise about $15.0m. That's 7.7% dilution: every existing holder's slice gets 7.7% smaller. If you held $1,000 of shares (1,983 at the issue price), your slice goes from 0.000558% to 0.000515% of the company. To keep it you'd need 166 more shares - about $84 at the issue price.
Create a free account to see this worked out for your own holding.
10 Feb 2015material agreement● Neutral
In early February 2015 the company deferred vesting of restricted stock again: 4,667,000 shares for CEO Alfers (to March 14, 2016 or February 9, 2016) and smaller blocks for director Alexander Morrison (333,333), Debra Struhsacker (250,000), Eric Alexander (333,333) and Timothy Janke (100,000), all to February 12, 2016. This continues the ongoing pattern of pushing back executive vesting dates, now extended to other officers and a director.
20 Jan 2015material agreement▲ GoodMajor
On January 15, 2015 the company paid Newmont USA $6.0 million to buy 74 unpatented claims (about 1,300 acres) at Relief Canyon, and signed a new 20-year lease with the fee-land owners. It owes Newmont a 2% royalty and the land owners a 2.5% royalty. This removes Newmont's right to take a 51% joint venture interest in those properties, and extends the company's leasehold through January 15, 2035. A $2.6 million work commitment applies to the remaining Newmont sublease, with about $2.4 million already credited.
21 Oct 2014capital raising announcement▼ BadMajor
The company sold 35,714,287 shares at $0.28 each for $10.0 million gross ($9.9 million net) on October 20, 2014, mostly to Levon Resources (35,178,572 shares) and 535,715 to director Barry Honig. The price is below the $0.33 level of the Series E, so it triggered a dilutive-issuance adjustment: the Series E conversion price fell from $0.33 to $0.28, raising the common shares it converts into from about 28.3 million to about 33.3 million. Existing common holders are diluted twice over.
30 July 2014capital raising announcement● NeutralMajor
On July 30, 2014 the company sold another 6,813,645 units on the same terms (a share plus a 0.4-share warrant at $0.45, expiring January 30, 2017) for about $2.3 million gross ($2.2 million net). Laidlaw & Co (UK) was placement agent. Resale registration may be required after September 12, 2014. This is a third closing of the July raise, bringing the July total to roughly $12.1 million gross.
What it means for a shareholder
6.8m new shares at about $1.78 to raise about $12.1m. That's 2.4% dilution: every existing holder's slice gets 2.4% smaller. If you held $1,000 of shares (563 at the issue price), your slice goes from 0.000201% to 0.000196% of the company. To keep it you'd need 14 more shares - about $25 at the issue price.
Create a free account to see this worked out for your own holding.
18 July 2014capital raising announcement● Neutral
On July 14, 2014 the company sold a further 2,461,760 units on the same terms as the July 2 deal (a share plus a 0.4-share warrant at $0.45) for about $0.8 million gross ($0.7 million net). This extends the July 2 private placement and adds modestly to dilution.
9 July 2014capital raising announcement● NeutralMajor
On July 2, 2014 the company sold 26,578,854 units, each a common share plus a warrant for 0.4 of a share at $0.45 (expiring January 2, 2017), to accredited investors for about $9.0 million gross ($8.2 million net). This adds shares and warrants, so existing holders are diluted, and the company must register the resale of these shares after August 15, 2014. It continues the company's pattern of regular equity raises.
13 June 2014material agreement● Neutral
On June 11, 2014 the company and CEO Stephen Alfers agreed to push back vesting of 1,666,500 restricted shares (1,297,374 + 369,126) from June 18, 2014 to March 14, 2015. The shares that vest on June 18, 2015 are unchanged. This is another round in the pattern of moving the vesting dates of Alfers' stock awards.
30 Dec 2013material agreement● Neutral
On December 23, 2013 the company and CEO Stephen Alfers agreed to bring forward the vesting of 7,666,500 restricted shares from March 14, 2014 to December 26, 2013 (1,297,374 + 369,126 + 6,000,000 across three agreements). This reverses the earlier delay of those shares disclosed in February 2013; the remaining shares keep their existing later vesting dates.
26 Aug 2013capital raising announcement● Neutral
On Aug 22 and 23, 2013 the company sold another 1,114 Series E Preferred shares with warrants on 1,336,800 shares for about $1.1 million, on the same terms as the earlier Series E sales. They convert into 3,342,000 common shares. This extends the same raise and adds dilution.
20 Aug 2013capital raising announcement● Neutral
On Aug 15, 2013 the company sold a further 328 Series E Preferred shares and warrants on 393,600 shares for about $325,000, on the same terms as the Aug 8 placement. They convert into 984,000 common shares. Small addition to the same raise.
12 Aug 2013capital raising announcement● NeutralMajor
On Aug 8, 2013 the company raised about $9 million by selling 9,091 Series E Preferred shares with warrants on 10,909,200 shares at $0.40. The remaining lender under the Feb 2011 Honig/Brauser credit facility swapped about $646,000 of debt into the same securities, and the $4.5 million facility was terminated. The filing totals 9,743 Series E shares, convertible into 29,229,000 common shares at $0.33; the company can redeem them after Feb 8, 2014 at 110%. This closes the open Honig/Brauser facility thread and removes that debt, but adds dilution and gives Series E holders approval rights over dividends and buybacks.
15 Feb 2013material agreement● Neutral
On Feb 8, 2013, at the company's request, vesting was pushed back on restricted stock held by CEO Stephen Alfers and finance VP Eric Alexander, and on 6,000,000 restricted shares under Alfers' employment agreement (originally vesting Feb 9, 2013, now March 14, 2014). The filing gives no reason. Shares vest later, so executives stay tied to the company longer.