Log in
E-mail
Password
Remember
Forgot password ?
Become a member for free
Sign up
Sign up
Settings
Settings
Dynamic quotes 
OFFON

MarketScreener Homepage  >  Equities  >  Toronto Stock Exchange  >  Golden Queen Mining Co.    GQM   CA38115J1003

GOLDEN QUEEN MINING CO.

(GQM)
My previous session
Most popular
  Report  
Delayed Quote. Delayed Toronto Stock Exchange - 02/15 03:54:04 pm
0.04 CAD   --.--%
02/11GOLDEN QUEEN MINING : Enters into Share Purchase Agreement
AQ
02/08GOLDEN QUEEN MINING : Enters Into Share Purchase Agreement
PR
02/05GOLDEN QUEEN MINING : Executes a Letter of Intent
PR
SummaryQuotesChartsNewsCalendarCompanyFinancialsConsensusRevisions 
News SummaryMost relevantAll newsOfficial PublicationsSector news

GOLDEN QUEEN MINING CO LTD : Entry into a Material Definitive Agreement, Change in Directors or Principal Officers, Financial Statements and Exhibits (form 8-K)

share with twitter share with LinkedIn share with facebook
share via e-mail
0
02/11/2019 | 05:29pm EST

Item 1.01 Entry Into Material Definitive Agreements

Golden Queen Mining Co., Ltd. (the "GQM") entered into a Share Purchase Agreement dated February 7, 2019 (the "Purchase Agreement"), with Estate of Landon Thomas Clay, Thomas M. Clay, Lavinia D. Clay, Cassius M.C. Clay, Landon H. Clay, Richard T. Clay, Jonathan Clay, James Clay, Clay Family 2009 Irrevocable Trust, LTC 2009 Irrevocable Trust, EHT, LLC, Monadnock Charitable Lead Annuity Trust dated May 31, 1996, Arctic Coast Petroleums, Ltd., and 933 Milledge, LLC (the "Purchasers").



Purchase of Acquired Assets


Under the terms of the Purchase Agreement, the Purchasers agreed to purchase all of the outstanding shares (the "Acquired Assets") of Golden Queen Mining Holdings Inc. (the "GQM US"), an indirect, wholly owned subsidiary of GQM through Golden Queen Mining Canada Ltd. ("GQM Canada"), subject to the terms of the Purchase Agreement (the "Transaction"). GQM US holds a 50% interest in Golden Queen Mining Company, LLC (the "LLC"), the owner of a 100% interest in the Soledad Mountain Project, located at Soledad Mountain, Mojave Mining District, Kern County, California. The Purchasers shall acquire only the Acquired Assets and not any other assets of GQM or any subsidiary (each, a "GQM Subsidiary") and shall not assume or be liable for any debt or other liabilities of GQM or any GQM Subsidiary (except for the loans to GQM made under the Second Amended and Restated Term Loan Agreement dated as of November 21, 2016 among GQM as borrower and, The Landon T. Clay 2009 Irrevocable Trust Dated March 6, 2009 and the Clay Family 2009 Irrevocable Trust Dated April 14, 2009 as lenders, and amendments thereto (the "GQM Loan") tendered by the Purchasers by Loan as part of the Purchase Price below).

Special Committee Recommendation

A committee comprised of independent members of Golden Queen's board of directors, being Paul Blythe, Bryan Coates and Bernard Guarnera (the "Special Committee"), was constituted to, among other things, review and evaluate the terms of the proposed acquisition by the Purchasers and other alternatives and to make a recommendation in respect of the Transaction and other related matters. The Special Committee engaged Ernst & Young LLP ("EY") to provide a formal valuation and fairness opinion with respect to the Transaction (the "EY Formal Valuation and Fairness Opinion") as required by Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Prior to entering into the Agreement, the Special Committee received a preliminary EY Formal Valuation and Fairness Opinion that concluded that in EY's opinion, and based upon and subject to the assumptions, limitations and qualifications set forth therein, the Transaction is fair from a financial point of view to the GQM shareholders, other than the Purchasers.

Following an extensive review and analysis of the Transaction and the consideration of other alternatives, the Special Committee, after receiving advice from its legal and financial advisors, and following receipt of the preliminary EY Formal Valuation and Fairness Opinion, unanimously approved the Transaction and recommend that the GQM shareholders vote in favour of the Transaction. Thomas Clay recused himself from all discussions of the Transaction and has resigned as a director and officer of the Company prior to it entering into the Agreement.









Purchase Price


Purchasers by Loan, Shares and Cash (as set forth below) agreed to purchase the Acquired Assets for the following consideration (the "Purchase Price"):

1. Purchasers by Loan (LTC 2009 Irrevocable Trust, Clay Family 2009 Irrevocable

    and EHT, LLC) shall tender and exchange all principal and interest due under
    GQM Loan, expected to be approximately $26.6 million on the Closing Date, and
    all warrants to acquire GQM's Shares;



2. Purchasers by Shares (Thomas M. Clay, Estate of Landon T. Clay, Lavinia D.

    Clay, Cassius M.C. Clay, Landon H. Clay, Richard T. Clay, Monadnock Charitable
    Annuity Lead Trust dated May 31, 1996, Arctic Coast Petroleums Ltd., EHT, LLC,
    Jonathan Clay, 933 Milledge, LLC and James Clay) shall tender and exchange
    177,701,229 of GQM's Common Shares.



3. Purchasers by Shares and Loan shall also tender and exchange all outstanding

    options and warrants to acquire GQM's Common Shares held by the Purchasers by
    Shares and Loan, respectively.



4. Purchasers by Cash shall deliver to GQM $4.25 million cash.




Contingent Payment


If at any time prior to June 30, 2020, (a) the Purchaser sells, transfers or assigns the Acquired Assets; (b) GQM US sells, transfers or assigns its 50% ownership interest in the LLC; or (c) the LLC sells, transfers or assigns its interest in the Soledad Mountain Project, for net proceeds greater than US$55 million (subject to adjustment in certain circumstances), the Purchaser agrees to pay the Company an amount equal to 20% of such excess proceeds in accordance with the Purchase Agreement.



Go-Shop Period


Until April 1, 2019 (the "Go-Shop Period"), GQM may continue to (i) make solicit initiate or encourage inquiries from or submissions of proposals or offers from any other person which would result in the acquisition of GQM or any material portion of the assets of GQM, GQM Canada, GQM US and/or the LLC (an "Acquisition Proposal"), (ii) participate in any discussions or negotiations with such person regarding an Acquisition Proposal or otherwise cooperate in any way with or assist or participate in, facilitate or encourage any effort or attempt by any other person to do or seek to do any Acquisition Proposal. If GQM notifies the Purchaser within the Go-Shop Period that it has received an Acquisition Proposal and the Board of Directors of GQM (the "Board") reasonably determines that the alternative offer is superior to that proposed by the Purchaser (a "Superior Offer"), the Purchaser shall have the right to match any Superior Offer in accordance with the terms and conditions set forth in the Purchase Agreement.









Exclusivity


Upon expiry of the Go-Shop Period and until the Closing (the "Exclusivity Period"), neither GQM nor any of its representatives or shareholders shall, directly or indirectly, in any manner (nor permit any Subsidiary) to (a) entertain, solicit or encourage, (b) furnish or cause to be furnished any information to any persons (other than the Purchasers or its representatives) in connection with, or (c) negotiate or otherwise pursue, an Acquisition Proposal. GQM shall immediately notify the Purchaser in writing of (i) the receipt during the Exclusivity Period and until the Closing of any proposal for an Acquisition Proposal or any requests for any information relating thereto and (ii) the terms of any such Acquisition Proposal.



Break Fee


In the event a Superior Offer is accepted by GQM and the Agreement is terminated, a break fee of $1 million shall be payable to the Purchasers.



Shareholder Approval


The Transactions require approval of the GQM Shareholders of (i) 2/3 of the votes of the GQM Shareholders and (ii) a majority of the votes of the GQM Shareholders (excluding the Purchasers) in accordance with MI 61-101, in each case present in person or represented by proxy at the Shareholder Meeting (the "Required Shareholder Vote"). Each of GQM and the Board shall use its commercially reasonable efforts to hold a special meeting of GQM's shareholders (the "Shareholder Meeting") and to obtain the Required Shareholder Vote in accordance with applicable law as soon as possible but in any event within 45 days of the expiry of the Go-Shop Period. Each of GQM and the Board shall use its commercially reasonable efforts to support and endorse the Transaction. GQM will prepare, in consultation with the Purchaser, all materials required for such Required Shareholder Vote, including proxy circulars, formal valuations and fairness opinions, and to provide support for the Transaction, regardless of the progress of any alternative discussions within the Go-Shop Period.



Loan Extension


Until the Closing, the Purchasers by Loan shall extend and waive any payment obligations under the GQM Loan, including but not limited to payments of principal, interest and applicable fees, of GQM, GQM US, GQM Canada or the LLC such that any and all amounts owing to the Purchasers by Loan shall be due and payable in full on the Closing Date; provided that, on the Closing Date, the Purchasers by Loan shall tender and exchange all amounts owing under the GQM Loan to GQM for cancellation. In the event that the Required Shareholder Vote is not obtained at the Shareholder Meeting or the Purchaser Agreement is terminated for any reason, all amounts owing under the GQM Loan shall immediately become due and payable in full.

Resignation of Thomas M. Clay

Prior to the execution of the Purchase Agreement, Mr. Thomas M. Clay resigned as Chairman of the GQM Board and as GQM's Chief Executive Officer and from the board of directors and all managerial positions with GQM, GQM Canada and GQM US, as applicable. Mr. Clay will be reinstated as to such positions should the Transaction be terminated for any reason prior to Closing.



Consents and Approvals


GQM and the Purchaser shall obtain all necessary approvals and consents for the sale of the Acquired Assets to the Purchasers required from third parties to GQM's material contracts and any court, regulatory or governmental authorities as may be required in connection with the Transaction, on terms and conditions satisfactory to GQM and Purchaser, acting reasonably, including applicable . . .

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Effective February 7, 2019, Thomas M. Clay resigned as a director and Chairman of the Board and as Chief Executive Officer of GQM and from all Board and managerial positions with GQM, GQM Canada and GQM US, as applicable. Under the terms of the Purchase Agreement, Mr. Clay will be reappointed as a director and Chairman of the Board and as Chief Executive Officer of GQM should the Transaction be terminated for any reason prior to Closing.

Item 9.01 Financial Statements and Exhibits.




(d)     Exhibits



Exhibit No.           Description

  10.1          Share Purchase Agreement

© Edgar Online, source Glimpses

share with twitter share with LinkedIn share with facebook
share via e-mail
0
Latest news on GOLDEN QUEEN MINING CO.
02/11GOLDEN QUEEN MINING CO LTD : Entry into a Material Definitive Agreement, Change ..
AQ
02/11GOLDEN QUEEN MINING : Enters into Share Purchase Agreement
AQ
02/11GOLDEN QUEEN MINING CO LTD : Regulation FD Disclosure, Financial Statements and ..
AQ
02/08GOLDEN QUEEN MINING : Enters Into Share Purchase Agreement
PR
02/07GOLDEN QUEEN MINING CO LTD : Regulation FD Disclosure, Financial Statements and ..
AQ
02/07GOLDEN QUEEN MINING : Executes a Letter of Intent
AQ
02/05GOLDEN QUEEN MINING : Executes a Letter of Intent
PR
02/05GOLDEN QUEEN MINING CO LTD : Regulation FD Disclosure, Financial Statements and ..
AQ
01/31GOLDEN QUEEN MINING : Announces Loan Payment Extension
AQ
01/09GOLDEN QUEEN MINING CO LTD : Regulation FD Disclosure, Financial Statements and ..
AQ
More news
Financials (CAD)
Chart GOLDEN QUEEN MINING CO.
Duration : Period :
Golden Queen Mining Co. Technical Analysis Chart | MarketScreener
Full-screen chart
Technical analysis trends GOLDEN QUEEN MINING CO.
Short TermMid-TermLong Term
TrendsBearishBearishBearish
Income Statement Evolution
Consensus
 
Mean consensus
Number of Analysts
Average target price -
Spread / Average Target -100%
Managers
NameTitle
Thomas Moragne Clay Chairman & Chief Executive Officer
Robert Charles Walish Chief Operating Officer
Guy Le Bel Chief Financial Officer
Bryan A. Coates Independent Director
Bernard J. Guarnera Independent Director
Sector and Competitors
1st jan.Capitalization (M$)
GOLDEN QUEEN MINING CO.-61.90%9
BARRICK GOLD CORP-7.11%22 558
NEWMONT MINING CORPORATION-4.07%17 706
NEWCREST MINING LIMITED14.13%13 581
POLYUS PAO--.--%10 774
AGNICO EAGLE MINES LTD3.74%10 101