Each one in plain English, with the numbers worked through for a shareholder.
1 Oct 2015other material event● Neutral
The material change report recording the same final court order of 30 September 2015 and the expected 1 October effective date. It closes the cached SEC record for SilverCrest Mines, a little over three years after the NYSE MKT listing that opened it.
The Supreme Court of British Columbia granted the final order approving the arrangement among SilverCrest, SilverCrest Metals and First Majestic, with the effective date expected to be 1 October 2015. This is the last substantive filing in the record held here; no closing confirmation is cached.
Both shareholder bases approved: about 93.2% of SilverCrest votes cast (92.4% of disinterested votes) and 98.6% of First Majestic votes on the share issuance, with 88.3% of SilverCrest votes approving the new SilverCrest Metals option plan. Closing was set for 1 October 2015.
ISS and Glass Lewis both recommended shareholders of each company vote for the arrangement, Glass Lewis calling SilverCrest an attractive target that would add a sixth producing mine and be accretive to First Majestic's net asset value, reserves, resources and production per share.
The British Columbia court granted the interim order allowing the special shareholder meetings and the mailing of the joint circular, setting the arrangement among First Majestic, SilverCrest and SilverCrest Metals on its formal path.
A resource estimate for the Cruz de Mayo silver project - two concessions totalling 452 hectares in Sonora, 35 km from Santa Elena - prepared jointly for SilverCrest Mines and SilverCrest Metals. The report states plainly that the property is being transferred to SilverCrest Metals as part of the First Majestic transaction, and that SilverCrest Metals shares will be distributed to SilverCrest shareholders as a standalone company. One concession carries a 2.5% net smelter royalty capped at $1 million.
Filed the executed arrangement agreement dated 26 July 2015 among First Majestic, SilverCrest and 1040669 B.C. Ltd. - the numbered company that became SilverCrest Metals Inc., the spin-out vehicle carrying the exploration assets to shareholders.
First Majestic Silver agreed to acquire SilverCrest: 0.2769 of a First Majestic share plus C$0.0001 in cash per SilverCrest share, worth C$1.30 on First Majestic's 24 July close - a 35% premium to the previous close and about 37% to the 30-day volume-weighted average. Shareholders would also receive shares in a new company holding certain exploration assets, so the deal splits the producing mine from the exploration ground rather than selling both.
Record second quarter: 681,302 ounces of silver (up 294%) and 14,137 ounces of gold (up 254%) for 1,624,211 silver-equivalent ounces. First-half output reached 2,973,738 silver-equivalent ounces and full-year guidance was raised from 4.0-4.4 million to 4.7-5.1 million ounces - the last operating update before the takeover was announced two weeks later.
Pulled El Cholugo forward from the 2016 plan into the 2015 mine plan after underground work found high grades over useful widths. The zone's Alejandra and El Cholugo Dos veins run 1 to 15 m wide over about 200 m of strike and 150 m of height, with drifting under way on three levels and geometry suited to long-hole stoping.
The directors amended the articles to drop the requirement that the president also be a director - a technical change permitted under British Columbia law and made without a shareholder vote.
Record first quarter: 465,391 ounces of silver (up 131%), 13,255 ounces of gold (up 76%) and 1,349,527 silver-equivalent ounces (up 92%), with the mill at 3,015 tonnes a day against 3,000 nominal. Recoveries were 60% for silver and 91% for gold. The expansion is now visibly paying.
The updated pre-feasibility study replaced the reserves mined and renewed an eight-year life from January 2015 on lower metal prices. Probable reserves of 7.45 million tonnes at 1.23 g/t gold and 78.4 g/t silver hold 295,000 ounces of gold and 18.76 million ounces of silver - down only 10% and 5% after nearly two years of mining and a cut in the gold price assumption from US$1,450 to US$1,300. Base-case pre-tax net present value US$144 million at a 5% discount, US$119 million after tax, on US$555 million of revenue and cash costs of US$11.59 per silver-equivalent ounce. A newly defined El Cholugo reserve of 252,000 tonnes at 2.58 g/t gold and 147.0 g/t silver was added; indicated and inferred resources fell sharply as material converted to reserve.
Twenty-one surface holes (9,393 m) tested the eastern and western extensions of the Santa Elena Main Mineralized Zone and the adjacent Tortuga and El Cholugo zones, confirming continuity beyond the resource model limits. Results fed the reserve and resource update released the following day.
First drilling ever on the Ermitano concessions - nine shallow holes, about 2,656 m - found near-surface gold and silver at the El Durazno target, which management read as a possible low-grade oxide open-pit source. Its value is that Santa Elena's leach pad sits nearby, so a small low-grade deposit could still pay.
Record 2014 production of 2.81 million silver-equivalent ounces, up 6%, with silver at a record 1.16 million ounces (up 49%) and gold at 27,609 ounces (down 11%); the fourth quarter alone set a record at 936,472 silver-equivalent ounces. The year in which the mine changed from open-pit heap leach to underground mining and milling and still grew.
Optioned a second Evrim Resources property, Cumobabi, on the same shape of terms as Ermitano: US$75,000 on signing, US$50,000 a year, US$500,000 of exploration by the second anniversary and a production notice within five years for 100%, with Evrim keeping a 1.5% net smelter royalty. With Ermitano this gave the company over 300 square kilometres around Santa Elena.
The new plant delivered: record third-quarter silver production of 385,251 ounces, up 90%, and 810,334 silver-equivalent ounces, up 26%, with gold at 7,085 ounces. Mill throughput averaged 2,371 tonnes a day in the quarter and was running at about 2,500 t/d by mid-October.
Spending shifted from expansion capital to sustaining capital and operating cost, with free cash flow the stated priority. The ramp-up of underground stoping to 1,500 tonnes a day was running late, on stope design and geotechnical work following the infill drilling and on delays starting long-hole drilling.
Twenty-five underground infill holes (2,856 m) confirmed the resource model in the first production stopes: 13 m at 2.54 g/t gold and 307.0 g/t silver, including 0.7 m at 18.25 g/t gold and 2,900 g/t silver.
Commissioning of the 3,000 tonne-a-day mill completed on 1 August, on budget, after a three-month ramp-up - the central milestone of the transition from open-pit heap leach to underground mining and conventional milling.
Second-quarter production fell as expected during the changeover: 173,000 ounces of silver (down 11%) and 3,995 ounces of gold (down 46%), 412,700 silver-equivalent ounces in all, down 38%. The open pit had been stopped in April and the new mill only started in May.
Commissioning of the new mill was tracking to nameplate 3,000 tonnes a day by early August, with more than 4,500 m of underground ramp, ventilation and ore development completed.
Started commissioning the new 3,000 tonne-a-day counter-current decantation and Merrill-Crowe plant at Santa Elena. The three-year, US$99 million expansion programme - drilling, study, engineering, plant and underground development - was on budget within 5% with only modest delays, and peaked at about 450 workers.
First-quarter silver production of 201,101 ounces (up 31%) and gold of 7,545 ounces (up 4%) on 21% lower throughput of 200,982 tonnes, as the open pit neared the end of its life - pad grades rose 40% for silver and 16% for gold, carrying the result.
The expansion stayed on budget within 5% but a late ball mill pushed start-up of the 3,000 tonne-a-day plant from the first quarter into April. The company also chose to stop open-pit mining and accelerate underground work instead - a decision it flagged would hit second-quarter production.
A contractor operating a haul truck died on 21 March when his vehicle breached a safety berm and rolled into the lower pit, apparently after a medical episode. The open pit was shut immediately and reopened once Mexican authorities completed their investigation; crushing, leaching, underground work and mill start-up continued.
13 Mar 2014capital raising announcement● NeutralMajor
Closed a $23.0 million prospectus offering - 8,855,000 shares at $2.60 including the over-allotment in full, led by Dundee - for working capital and general purposes, as the mill expansion neared start-up.
What it means for a shareholder
8.9m new shares at $2.60 to raise about $23.0m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
Sandstorm Gold exercised its underground mine option at Santa Elena, buying 20% of gold produced underground for a US$10 million upfront deposit plus ongoing payments of US$350 an ounce until 50,000 ounces have been delivered - counting the 18,593 ounces already taken from open-pit production - and US$450 an ounce thereafter. Money for the expansion, at the price of a fifth of the underground gold.