Hycroft Mining Corp

Hycroft Mining Corp terminated the registration of a class of securities, ending its reporting obligation for them.

listing compliance notice

On October 8, 2015 the bankruptcy court confirmed the company's Amended Chapter 11 plan, resolving the plan approval thread open since the April 2015 filing. When the plan takes effect, all existing shares and the 8.75% senior notes due 2019 are cancelled, along with the bank swaps and the Third Amended Credit Agreement. Holders of existing equity (and subordinated securities claims) are to receive new warrants rather than new common stock; secured bank and swap creditors get cash and a new first lien term loan, and unsecured claim holders get new common stock or cash. The company will also enter a $95.0 million second lien convertible notes exit facility (up from the up to $80 million committed in July). The plan is not yet effective: remaining conditions include the exit facility closing, and the company says it cannot assure when, or if, it will become effective.

bankruptcy or receivership

On August 26, 2015 the company filed a further modified Chapter 11 plan and amended disclosure statement, and creditors signed a waiver and amendment so the restructuring support agreement covers them without triggering termination rights. The court approved the amended disclosure statement on August 28, 2015, and the July 2015 monthly operating report was furnished. The text shown does not say how the modifications change recoveries.

material agreement

On July 23, 2015 the company and its creditors signed an amended restructuring support agreement and filed an amended Chapter 11 plan and disclosure statement, replacing the April 24, 2015 versions. Noteholders and secured bank lenders agree to vote for the plan, which can be terminated if confirmation milestones are missed. Separately, funds linked to Aristeia, Highbridge, Mudrick, USAA, Whitebox and Wolverine committed to buy new second lien convertible debt of up to $80 million as exit financing, subject to court approval. The filing does not describe in the text shown what existing shareholders receive under the amended plan.

material agreement

On June 18, 2015 the Delaware bankruptcy court approved the sale of the company's non-Hycroft exploration properties (75 properties, about 165,000 acres in Nevada, including claims and royalty interests) to Clover Nevada LLC, a Waterton Precious Metals Fund II Cayman subsidiary, for $17.5 million at closing. Closing is expected by end of June 2015 subject to customary conditions. This is the sale of the exploration portfolio held alongside the Hycroft mine; the filing does not say where the proceeds go.

material agreement

On June 8, 2015 the majority DIP lenders gave a second waiver, so missing certain covenants until 6:00 p.m. New York time on June 23, 2015 is not a default. The waived items cover budget delivery, gold sold and gold equivalent sold targets, monthly gold production for May 2015, and a specified milestone. The waiver also limits the company's ability to request further DIP drawdowns during that period. It follows an earlier waiver and amendment dated May 7, 2015, and shows the company was missing DIP operating targets while in Chapter 11.

material agreement

Hycroft Mining Corp's exchange filed to remove a class of its securities from listing.

listing compliance notice

The Chapter 11 filing was an event of default under the company's swaps, and all three counterparties terminated them on March 10, 2015. Close-out amounts are $86.3M (Scotiabank), about $12.6M (National Bank of Canada) and $10.37M (Société Générale). After applying letters of credit and cash collateral, NBC claims about $371,000 and Société Générale about $519,000 remain owed. The company also filed procedures letting eligible noteholders subscribe to the DIP facility by 5:00 p.m. Eastern on April 3, 2015. These swaps were the ones tied to the senior notes' cross currency swap and the letter of credit requirement from January 2014.

debt financing

On March 10, 2015 NYSE MKT suspended trading in the common stock and started delisting proceedings, citing the Chapter 11 filing and the plan to extinguish existing stock. The TSX also suspended trading the same day while it reviews continued listing, with a hearing set for March 16, 2015. The company says it will not appeal either decision and expects delisting.

listing compliance notice

On March 10, 2015 the company and certain domestic subsidiaries filed for Chapter 11 in Delaware, with a restructuring support agreement backed by holders of over 67% of the C$400M 8.75% notes and its secured bank lenders. The plan would swap bank debt and swaps into a new first lien term loan, give DIP lenders and noteholders new common stock plus a second lien convertible loan, and extinguish existing common stock. Existing shareholders would get warrants only if their class votes for the plan, and nothing if it votes against. A DIP facility of up to $78.0M at 12% (6% cash, 6% in kind) is planned, with Wilmington Savings Fund Society as agent. Trade creditors are expected to be paid in full. This follows the reduced credit facility and the December 2014 equity raise, and ends in a likely loss of the existing equity.

bankruptcy or receivership

On December 12, 2014 the company closed the offering announced on December 9, issuing 21,750,000 shares and 10,875,000 warrants for gross proceeds of $21.75M. This completes the thread opened by the December 9 agreement; the shares were sold at $1.00 each, a small fraction of the $10.75 paid in the May 2013 offering.

capital raising announcement

On December 9, 2014 the company agreed with H.C. Wainwright and Canaccord Genuity to sell shares and warrants on a reasonable best efforts basis, with institutional purchasers named in the exhibits. Each unit is one share plus 0.5 warrant for $1.00, with full warrants exercisable at $1.10 for five years. Purchasers get a right to take up to 50% of any equity financing in the next year, and the company may not do variable-rate share issuances while warrants are outstanding. Placement fees are 5% of gross proceeds plus other fees. Closing was expected around December 12.

material agreement

On May 8, 2014 the company replaced its December 2013 credit agreement with a Third Amended and Restated one led by Bank of Nova Scotia, with Wells Fargo as co-collateral agent. The amount available rises to up to $75.0M from $40.0M, based on 80% of the value of gold and silver in leach pad, in-process and finished inventory less remaining costs. Pricing (LIBOR plus 4.50%), security and the April 30, 2016 maturity are unchanged. A new covenant requires at least $10.0M of cash in Wells Fargo deposit accounts, alongside the existing net worth ($437.0M plus 25% of positive quarterly income), 1.25:1.0 current ratio and 600,000-ounce reserve tail tests.

debt financing

On April 22, 2014 the company signed the definitive agreement with West Kirkland's subsidiary and completed the sale of a 75% controlling interest in Hasbrouck, Three Hills and 37 patented exploration claims, at the same $30.0M total price. $20.0M is cash ($0.5M earlier, $19.5M at closing), and the remaining $10.0M for the 25% interest it keeps is due within 30 months, or the property goes into a 75/25 joint venture. This closes the January letter agreement. A press release on the Hycroft mill expansion prefeasibility study results was also furnished, but its figures are not in this filing text.

asset acquisition disposition

On January 24, 2014 the company signed a letter agreement to sell Hasbrouck, Three Hills and certain exploration properties to West Kirkland Mining for $30.0M: $0.5M paid at signing, $19.5M at closing within 90 days, and $10.0M within 30 months of closing. If the final payment is not made or the company declines it, the property goes into a joint venture with West Kirkland at 75% and the company at 25%. The sale needs a definitive agreement, regulatory approvals and West Kirkland securing financing. This is the Hasbrouck project assessed in the February 2012 PEA. The filing also reports a milling and oxidation pilot plant study and the hiring of Garry Keizer as VP, Capital Projects.

material agreement

On December 27, 2013 the company replaced its credit agreement with a Second Amended and Restated one with Bank of Nova Scotia as agent and lender, cutting the borrowing base to up to $40.0M from $120.0M. It bears interest at LIBOR plus 450 bps, is secured by substantially all assets, matures April 30, 2016, and drops the interest coverage and leverage ratio covenants in favour of tangible net worth ($437.0M plus 25% of positive quarterly net income after September 30, 2013), a 1.25:1.0 current ratio and a 600,000-ounce heap leach reserve tail. Three other lenders are no longer lenders. Separately, from January 10, 2014 the company must cash collateralize or post a letter of credit for the settlement value of C$90.0M of the notes' cross currency swap (about $8.2M as of December 27, 2013), and it intends to use the credit facility for letters of credit.

debt financing

The bought-deal share sale closed May 17, 2013: 14,000,000 shares at $10.75 for gross proceeds of $150.5M, with an underwriters' option for 2,100,000 more shares (up to $173.1M total if fully used). Proceeds are intended for Hycroft mine capital spending and general corporate purposes. This completes the offering announced May 2 and adds shares to the share count.

capital raising announcement

On May 2, 2013 the company agreed to sell 14,000,000 common shares at $10.75 each to underwriters led by Dundee Securities and Cormark Securities, with a 30-day option for 2,100,000 more, and a 5.0% commission. Closing was expected May 17, 2013. The lead underwriter is a subsidiary of Dundee Corporation, where director Murray Sinclair is also a director. For shareholders this means new shares being issued.

material agreement

On March 26, 2013 the company amended its Oct 31, 2012 credit agreement with Bank of Nova Scotia and other lenders to temporarily change the interest coverage and leverage ratio limits for the quarter ended March 31, 2013, to accommodate accelerated equipment deliveries for the Hycroft expansion; original limits return from June 30, 2013. On March 27 Hycroft's subsidiary signed a Caterpillar Financial agreement for up to $60.0M of security deposits and up to $90.0M of seven-year capital lease loans for three electric rope shovels, guaranteed by the parent; $37.9M of deposits had been advanced by March 29, 2013 and no lease loans were outstanding. This is the Caterpillar shovel financing from the 2011 orders, in a specific form.

debt financing

The CDN$400M 8.75% senior unsecured notes sold to Scotia Capital and GMP Securities closed on May 25, 2012, with net proceeds of C$389.0M (US$389.6M after the swap). The notes mature June 1, 2019, pay interest each June 1 and December 1 from December 1, 2012, and are guaranteed by the company's wholly-owned domestic subsidiaries. Proceeds are intended for Hycroft mine expansion capital spending. A May 24 second amendment to the Bank of Nova Scotia credit agreement allowed the swap (effective US$400.4M at 8.375%). This resolves the pending notes closing.

debt financing

On May 15, 2012 the company agreed with Scotia Capital and GMP Securities that they would buy, on a bought deal basis, CDN$400M of 8.75% senior unsecured notes, with closing expected May 25, 2012. A cross currency swap with Bank of Nova Scotia gives an effective principal of US$400.4M and effective rate of 8.375%. Dealers get a 2.75% commission, and net proceeds are intended for capital spending on the Hycroft mine expansion. This follows the May 16 filing and is the debt financing for the expansion that was unarranged in the September 2011 mill study, but closing was still pending in this filing.

material agreement

On May 11, 2012 the company amended its May 17, 2011 credit agreement with Bank of Nova Scotia and other lenders so it can issue up to $400M (later waived up to $400.4M) of unsecured senior high-yield debt, and on May 16 announced a planned private offering of about $400M of unsecured senior notes. The amendment also allows distributions for scheduled interest payments, counts the new debt in the leverage ratio, lowers the interest coverage ratio and drops the minimum deposits requirement. This is the first step toward financing the Hycroft expansion; the notes were not yet sold in this filing. Twelve months to March 31, 2012: revenue $159.3M, net income $48.6M.

material agreement

The company released its long-awaited preliminary economic assessment for Hasbrouck, which had been deferred since April 2011 and was later targeted for Q1 2012. It outlines a heap leach mine processing Hasbrouck and nearby Three Hills material: inferred resource of 1.2 Moz gold and 29.3 Moz silver, 135,000 oz gold a year for five years at $555/oz adjusted cash cost, initial capital $78.1M, after-tax NPV $98.7M (6%) and IRR 60% at $1,000 gold/$18 silver. It is preliminary and relies on inferred resources, so there is no certainty it will be realised; permits are assumed in H2 2013 with production possible from 2015, subject to a positive feasibility study and board decision. This resolves the deferred assessment thread.

resource reserve update

Allied Nevada raised proven and probable reserves at Hycroft by 24%, to 12.7 million ounces of gold and 481.9 million ounces of silver, by converting 2.5 million ounces of gold and 93.3 million ounces of silver out of the resource category through infill drilling and engineering work.

resource reserve update

Two press releases were furnished. Oct 18, 2011: new Hasbrouck drilling extended the Saddle, Franco and Crossroad zones (e.g. 24 m at 2.1 g/t gold, 9 g/t silver); 26,023 m drilled in 106 holes so far, with a resource update and preliminary economic assessment now expected in Q1 2012. Oct 19, 2011: the company received offers from Caterpillar Financial, Komatsu Financial and a major US financial institution for $300M of equipment financing (60-72 months, 5-6% effective rate, subject to customary closing conditions), and has ordered three CAT shovels, thirty-three 320-ton Komatsu haul trucks and a $8.6M primary crusher from FL Smidth. This continues the Hasbrouck drilling and the Hycroft expansion; the financing is offers only, not closed. The Hasbrouck assessment, deferred in April, now has a new Q1 2012 target. The release also says the crusher is due by end of 2012 and the plant in operation by mid-2013, which differs from the January 2015 mill start in the September study (the filing text does not say whether these are different things; the 2013 date appears tied to the crusher project, an inference).

drilling result

The company announced a positive feasibility study for a milling expansion at the wholly owned Hycroft mine, on top of the heap leach expansion already in progress. The study projects average annual output of 616,800 ounces of gold and 25.9 million ounces of silver in 2015-2024 at an adjusted cash cost of $190 per ounce, with total initial capital of about $1.2 billion ($985 million for the mill) and an after-tax return of 34% at $1,000 gold and $18 silver. It rests on a Proven and Probable reserve of 10.2 million ounces of gold and 388.6 million ounces of silver (August 23, 2011 release), and the board approved $47.1 million for long-lead items and detailed engineering ($3.6 million in 2011, $43.5 million in 2012), with permits expected January 2013. The mill financing is not yet arranged: the company says it is in discussions with US and Canadian financial institutions. The filing's cover date reads September 16, 2010, but the press release is dated September 16, 2011, so the 2010 date looks like a typo (inference).

resource reserve update

The company announced a high-grade 'Saddle Zone' discovery at the wholly owned Hasbrouck project in the first quarter of 2011, with the discovery hole at 160 meters grading 4.5 g/t gold and 83.3 g/t silver (7.1 g/t gold equivalent at spot prices) and visible gold in several holes. The zone is still open and step-out drilling is under way. The company has realigned its 2011 drilling to target high-grade zones and has decided to defer the preliminary economic assessment it had planned for the first quarter until the zone's size is established. That reverses the Q1 2011 assessment timing given in January. These are drill results, not a resource estimate.

drilling result

The company reported three more Vortex holes at Hycroft, including 456 meters at 1.58 g/t gold equivalent and 255 meters at 2.33 g/t, and said the zone has been defined by over 70 holes with about 900 meters of strike length. A second release gave preliminary Q2 2010 results: record sales of about 29,600 ounces of gold and 64,000 ounces of silver, at an expected cost of sales around $400 per ounce of gold sold, with year-to-date sales of about 50,000 ounces of gold. Production in the quarter was 30,500 ounces of gold, and the mine is described as on track for its 100,000-ounce gold production guidance. The quarterly figures are preliminary and the filing text is cut off partway through the guidance cost range. This continues the Vortex drilling and the operating ramp-up at the Hycroft heap leach.

drilling result

On May 17, 2010 the company agreed to sell 13,000,000 shares at Cdn$21.00 each to a syndicate of underwriters including Cormark and GMP, with an option for 1,800,000 more; commission is 6.2%. Closing was expected June 3, 2010. Gross proceeds would be about Cdn$273 million before the option (calculated from the stated figures), and the new shares dilute existing holders. The filing does not state how the money will be used. This follows the Cdn$9.00 offering of August 2009.

material agreement

The company published updated reserve and resource figures for the wholly owned Hycroft mine. Proven and probable gold reserves rose to 2.4 million ounces from 1.1 million ounces in March 2009, and a first silver reserve of 32.3 million ounces was set. Measured and indicated gold equivalent resources rose 28% to 10.3 million ounces. Inferred gold resources fell to 3.9 million ounces from 6.0 million, which the release says was expected as much of it was converted to higher categories. This follows the infill drilling program (129 holes in 2009) and the earlier Vortex results. A technical report is still to be filed.

resource reserve update

On August 18, 2009 the company signed an underwriting agreement to sell 11,150,000 shares at Cdn$9.00 each (gross proceeds Cdn$100,350,000) to a syndicate led by GMP Securities and Genuity, with a 5.0% commission. Closing was expected around August 31, 2009. The money is intended for exploration and general corporate purposes. This adds new shares to the share count, diluting existing holders. The March 2009 Ionic loan required prepayment if a public equity offering was completed; this filing does not say whether that happened (an open question).

material agreement

On March 30, 2009 the company and its Hycroft Resources & Development subsidiary signed a CDN$8 million secured bridge loan with Ionic Capital Corp. and drew the full amount that day. It bears 15% interest compounded monthly, is due by September 30, 2010, carries a CDN$80,000 structuring fee, and is secured by the company's interest in the Komatsu mining fleet. It must be prepaid if the company completes a public equity or debt offering. Executive Chairman Robert Buchan again disclosed he is a participant, as with the 2008 Ionic facility. The press release says the money is for working capital and that the mine is expected to reach 7,500 ounces of gold a month in mid-2009.

debt financing

On May 14, 2008 the company submitted a $6,793,737 reclamation surety bond to the Bureau of Land Management, secured by a cash commutation account. Together with the $7,549,363 bond from December 2006, the total is $14,343,100, which the BLM requires for Hycroft reclamation. The company says it may resume operations once the BLM approves the financial guarantee, so approval is still outstanding.

debt financing

On March 20, 2008 the company signed a CDN$27 million secured bridge loan with Ionic Capital Corp. and drew CDN$10 million immediately. It carries 12% interest compounded monthly, must be repaid by March 2009, and is secured by the Hycroft properties and its personal property. Fees include a CDN$135,000 structuring fee, a CDN$1,080,000 standby fee and a 5% drawing fee. Executive Chairman Robert Buchan disclosed he is a participant in the facility. It is available for drawdown until July 2008, and funds the Hycroft reopening.

debt financing

On March 19, 2008 the company bought a used mining fleet from Komatsu Financial for $13.9 million for the Hycroft open pit mine: five 200-ton haul trucks, two wheel loaders, two blast hole drills and support equipment. The fleet is due to start operating in the second quarter of 2008, and the company's goal is gold production in the fourth quarter of 2008. The company expects owning equipment to lower direct mining costs versus contractor estimates.

asset acquisition disposition

The private placement closed on July 16, 2007: 3,696,000 units at CDN$4.60 for CDN$17 million (about US$16.3 million). Each unit has one share and one warrant to buy another share at CDN$5.75 for two years, so existing holders face possible dilution. The company says proceeds go to developing the Hycroft Mine, working capital and general purposes. Finders got CDN$528,020 and 114,850 warrants at CDN$4.60; Quest Securities, chaired by Buchan, received part of this. This completes the financing announced on July 12.

capital raising announcement

The company added three independent directors (John Ivany, D. Bruce Sinclair, Robert Wardell) and named Robert Buchan Executive Chairman. It also raised the planned private placement from 3,260,870 to 3,696,000 units and from CDN$15 million to CDN$17 million, with insiders subscribing about CDN$6,435,400 (Buchan about CDN$4,002,000). The board approved $4.8 million for second-half 2007 exploration, about $3.1 million of it at Hycroft.

capital raising announcement

The plan of arrangement closed on May 10, 2007. Allied Nevada acquired Vista's Nevada assets and the Pescios' interests in 53 Nevada properties, issuing 26,933,055 shares to Vista and 12,000,000 shares plus $15 million to the Pescios. Vista contributed $25 million in cash to the company, and the Pescios came to hold about 23.5%.

business combination

the American Stock Exchange certified Hycroft Mining Corp's securities for listing, clearing them to begin trading.

listing compliance notice