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Subsequent Event
3 Months Ended
Mar. 31, 2020
Subsequent Events  
Subsequent Event

26.      Subsequent Events

 

COVID-19

 

On March 11, 2020, the World Health Organization declared the outbreak of the respiratory disease caused by the new coronavirus as “pandemic”.  As of the date of issuance of the condensed consolidated financial statements, the Company’s financial condition has not been significantly impacted, however, the Company continues to monitor the situation.  No impairments were recorded as of the condensed consolidated balance sheet date, however, due to uncertainty surrounding the situation, management’s judgment regarding this could change in the future.  In addition, while the Company’s results of operation, cash flows, and financial condition could be negatively impacted, the extent of the impact cannot be reasonably estimated at this time.

 

Earn in Agreement

 

On April 9, 2020, the Company and several of its directly and indirectly wholly-owned subsidiaries entered into an Earn-In Agreement (the “Earn-In Agreement”) with Barrick, pursuant to which Barrick has acquired an option (the “Option”) to earn a 70% interest in the Company’s El Quevar project located in the Salta Province of Argentina. In connection with the Earn-In Agreement, the Company and Barrick also entered into a subscription agreement  dated as of April 9, 2020 pursuant to which Barrick agreed to purchase approximately 4.7 million shares of the Company’s common stock at a purchase price of $0.21 per share in a private placement transaction for gross proceeds of $1.0 million. See 2020 Highlights – El Quevar” below for more information regarding the Earn-In Agreement.

 

Offering and private placement transaction

On April 20, 2020, the Company entered into a securities purchase agreement with certain institutional investors providing for the issuance and sale of 15,000,000 shares of the Company’s common stock at a price of $0.20 per share, and in a concurrent private placement transaction, the issuance of an aggregate of 11,250,000 warrants, ultimately consisting of 7,500,000 series A warrants and 3,750,000 series B warrants (collectively, the “Warrants”), to purchase up to 11,250,000 shares of our common stock at an exercise price of $0.30 per share, for aggregate gross proceeds of $3.0 million (the “Offering”). Each Warrant is exercisable six months from the date of issuance and has a term expiring five years after such initial exercise date. Total costs for the Offering were approximately $250,000, including the placement agent fee of six percent of the aggregate gross proceeds, except, however, that a reduced fee was accepted with respect to one investor.  The securities purchase agreement contains customary representations, warranties and covenants, in addition to granting the investors the right to collectively participate in up to 50% of any future offerings of securities by the Company on the same terms as other investors, other than certain “exempt issuances” and “permitted sales” as defined therein, until the first anniversary of the closing date of the Offering. Under the terms of the Offering, the Company is precluded from selling any more of its equity in a similar transaction, including use of the LPC Program and the ATM Program, for a period of 90 days following the Offering.