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SUBSEQUENT EVENTS
3 Months Ended
Mar. 31, 2017
SUBSEQUENT EVENTS.  
SUBSEQUENT EVENTS

NOTE 14 SUBSEQUENT EVENTS

 

Acquisition of Lexam VG Gold Inc. (“Lexam”)

On April 26, 2017, the Company completed the acquisition of 100% of the issued and outstanding common shares of Lexam by the way of the Arrangement Agreement dated February 13, 2017 and related Plan of Arrangement (the “Arrangement”). Pursuant to the Arrangement, each common share of Lexam was exchanged for 0.056 of a common share of the Company and each option to purchase a common share of Lexam was exchanged for a replacement option entitling the holder to acquire 0.056 share of the Company’s common stock. A total 12,281,295 shares of the Company’s common stock and 405,740 subscription receipts was issued at closing and Lexam became a wholly-owned subsidiary of the Company. 

The Company’s Chairman and Chief Executive Officer, Robert R. McEwen, was also the non-executive Chairman of Lexam and he or his affiliates were principal shareholders of Lexam. In order to comply with NYSE rules, Mr. McEwen was not entitled to receive shares of the Company’s common stock in exchange for his Lexam Shares in an amount representing more than 1% of the issued and outstanding shares of the Company without obtaining the prior approval of the Company’s shareholders. As a result, an affiliate of Mr. McEwen was issued subscription receipts at the closing of the Arrangement and the Company’s shareholders are expected to vote on whether to approve the issuance of additional shares upon conversion of the subscription receipts at the 2017 annual meeting. 

Each subscription receipt issued at the closing will automatically convert into one additional share of the Company’s common stock upon receipt of approval from the Company’s shareholders at the annual meeting scheduled for May 25, 2017. If the shareholders do not approve the issuance of the additional shares, the subscription receipts will convert into the right to receive a sum of cash based on the closing price of the Company’s common stock on the date immediately preceding the annual meeting.  If the subscription receipts are converted into common stock, the amount of the Company’s common stock issued in connection with the Arrangement would be approximately 4% of the outstanding shares of the Company’s common stock immediately preceding the effective date of the Arrangement.

The Company concluded that the acquired assets and assumed liabilities do not constitute a “business” under U.S. GAAP and accordingly, the acquisition will be accounted for as an asset acquisition rather than a business combination.  Transaction costs associated with the acquisition totaling $0.8 million were capitalized to Other Non-Current Assets for the Consolidated Balance Sheet at March 31, 2017.