10-K/A 1 anv-2014123110xka.htm FORM 10-K/A ANV-2014.12.31 10-K/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
 (Mark One)
x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2014
OR
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to
Commission file number: 1-33119
 ALLIED NEVADA GOLD CORP.
(Exact name of registrant as specified in its charter)
Delaware
 
20-5597115
(State or other jurisdiction of
incorporation or organization)
 
(IRS Employer Identification No.)
 
 
 
9790 Gateway Drive, Suite 200
Reno, NV
 
89521
(Address of principal executive offices)
 
(Zip Code)
(775) 358-4455
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Name of exchange on which registered
Common Stock, $0.001 Par Value
 
NYSE MKT LLC / Toronto Stock Exchange
 
 
 
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes o   No  x 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o  No  x 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  x   No  o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes  x   No  o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
 
o
 
Accelerated filer
 
x

 
 
 
 
Non-accelerated filer
 
o (Do not check if a smaller reporting company)
 
Smaller reporting company
 
o



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  o    No  x
The aggregate market value of common stock held by non-affiliates of the registrant was $365.1 million on June 30, 2014. On April 21, 2015, there were 126,193,336 shares of the registrant’s common stock, par value $0.001 per share, outstanding.
 
Documents Incorporated by Reference
None.




ALLIED NEVADA GOLD CORP.
FORM 10-K/A
For the Year Ended December 31, 2014

TABLE OF CONTENTS



Table of Contents
EXPLANATORY NOTE
Allied Nevada Gold Corp. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2014, filed on March 27, 2015 (the “Form 10-K”), solely for the purpose of amending Items 10 through 14 in Part III and Item 15 in Part IV. The information in Part III was previously omitted from the Form 10-K in reliance on General Instruction G(3) to Form 10-K, which permits such information to be incorporated in the Form 10-K by reference to a definitive proxy statement if such proxy statement is filed no later than 120 days after the Company’s fiscal year end.
The Company is filing this Amendment to include the Part III information in the Form 10-K because it no longer expects to file a definitive proxy statement containing this information before the date that is 120 days after its fiscal year end. Part IV is being amended to include as exhibits certain new certifications required of the principal executive officer and principal financial officer under Section 302 of the Sarbanes-Oxley Act of 2002, as amended. This Amendment hereby amends Part III, Items 10 through 14, and Part IV, Item 15 of the Form 10-K. Additionally, the reference on the cover page of the Form 10-K to the Definitive Proxy Statement for the 2015 Annual Meeting of Stockholders is hereby deleted.
Except as described above, no other changes have been made to the Form 10-K. Other than the information specifically amended and restated herein, this Amendment does not reflect events occurring after March 27, 2015, the date the Form 10-K was filed, and no attempt has been made to modify or update other disclosures presented in the Form 10-K that may have been affected by subsequent events. Accordingly, this Amendment should be read in conjunction with the Form 10-K and with the Company’s filings with the SEC subsequent to the Form 10-K.
In this Amendment, “we”, “us”, “our”, the “Company”, and “Allied Nevada” refer to Allied Nevada Gold Corp. and its subsidiaries. References to “$” refers to United States currency and “CDN $” to Canadian currency.
Cautionary Statement Regarding Forward-Looking Statements
In addition to historical information, this Form 10-K/A contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995 (the “PSLRA”) or in releases made by the U.S. Securities and Exchange Commission (the “SEC”), all as may be amended from time to time. All statements, other than statements of historical fact, included herein or incorporated by reference, that address activities, events or developments that we expect or anticipate will or may occur in the future, are forward-looking statements.
The words “estimate”, “plan”, “anticipate”, “expect”, “intend”, “believe”, “project”, “target”, “budget”, “may”, “will”, “would”, “could”, “seeks”, or “scheduled to”, or other similar words, or negatives of these terms or other variations of these terms or comparable language or any discussion of strategy or intentions identify forward-looking statements. These cautionary statements are being made pursuant to the Securities Act, the Exchange Act, and the PSLRA with the intention of obtaining the benefit of the “safe harbor” provisions of such laws. These statements involve known and unknown risks, uncertainties, assumptions and other factors which may cause our actual results, performance or achievements to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements are based on current expectations and due to certain risks and important factors, actual results, performance or achievements could differ materially from those in the forward-looking statements. For a more detailed discussion of such risks and other important factors that could cause actual results, performance or achievements to differ materially from those in our forward-looking statements, please see the risk factors discussed in “Part I-Item 1A. Risk Factors” of the Annual Report on Form 10-K and our other filings with the SEC. Although we have attempted to identify important factors that could cause actual results to differ materially from those described in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. Although we base these forward-looking statements on assumptions that we believe are reasonable when made, we caution you that forward-looking statements are not guarantees of future performance and that our actual results, performance or achievements may differ materially from those made in or suggested by the forward-looking statements contained in this Amendment or the Form 10-K. In addition, even if our results, performance or achievements are consistent with the forward-looking statements contained in this Amendment or the Form 10-K, those results, performance or achievements may not be indicative of results, performance or achievements in subsequent periods.
Given these risks and uncertainties, you are cautioned not to place undue reliance on these forward-looking statements. Any forward-looking statements that we make in this Amendment speak only as of the date of those statements, and we undertake no obligation to update those statements or to publicly announce the results of any revisions to any of those statements to reflect future events or developments. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.





PART III
Item 10. Directors, Executive Officers and Corporate Governance
The Board of Directors is currently comprised of nine directors who serve until the next Annual Meeting of Stockholders or until their respective successors have been duly elected and qualified. There is no family relationship between directors, or directors and executive officers of the Company.
The charts below list our directors and our named executive officers, and are followed by biographical information about them, including other current and former public company board memberships. None of the below directors or named executive officers have entered into any arrangement or understanding with any other person pursuant to which they were, or are to be, elected directors or executive officers at Allied Nevada.
 
 
 
 
 
 
Committees of the Board of Directors(1)
Director Name and Position
 
Age
 
Director Since
 
Audit
 
Compensation
 
Governance
Robert M. Buchan - Executive Chairman of the Board of Directors
 
67
 
2006
 
 
 
 
 
 
Randy E. Buffington - President and Chief Executive Officer and Director
 
55
 
2013
 
 
 
 
 
 
John W. Ivany - Director
 
70
 
2007
 
 
 
 
 
Member
Stephen A. Lang - Director
 
59
 
2013
 
Member
 
Member
 
 
Cameron A. Mingay - Director
 
63
 
2007
 
 
 
 
 
Chair
Terry M. Palmer - Director
 
70
 
2007
 
Chair
 
 
 
 
Carl A. Pescio - Director
 
63
 
2007
 
 
 
 
 
 
A. Murray Sinclair - Director
 
53
 
2012
 
 
 
Member
 
 
Robert G. Wardell - Director
 
70
 
2006
 
Member
 
Chair
 
Member
 
 
 
 
 
 
 
 
 
 
 
Executive Name and Position
 
Age
 
Executive Since
 
 
 
 
 
 
Randy E. Buffington - President and Chief Executive Officer and Director
 
55
 
2013
 
 
 
 
 
 
Stephen M. Jones - Executive Vice President, Chief Financial Officer and Secretary
 
56
 
2012
 
 
 
 
 
 
(1) Additional standing committees of the Board include the (1) Health, Safety, and Environmental Committee; (2) Nominating Committee; and (3) Technical Committee. Information on these committees, including their charters, can be found on our internet website at www.alliednevada.com.
Biographies and Business Experience
The Board of Directors believes the Board, as a whole, should possess a combination of skills, professional experience, and diversity of viewpoints necessary to oversee our business. Accordingly, the Board of Directors consider the qualifications of directors and director candidates individually and in the broader context of the Board of Directors’ overall composition when evaluating the Company’s current and future needs. As shown below, each director possesses a strong and unique background and set of skills, which gives the Board of Directors, as a whole, competence and experience in a wide variety of areas, including business ethics, business administration, board service, corporate governance, environmental responsibility, financial and capital markets, financial literacy and expertise, government and public policy, international experience, legal experience, mining operations, risk management, stockholder relations, and talent management.
Robert M. Buchan is the Executive Chairman of the Board of Directors for Allied Nevada and has been since October 2006. Mr. Buchan also served as our interim Chief Executive Officer from March 27, 2013 to July 7, 2013. He was the Chief Executive Officer of Kinross Gold Corporation (a gold mining company) from January 1993 to April 2005. Mr. Buchan is not currently a director of any public companies. Mr. Buchan's former directorships include Castle Mountain Mining Company, Chairman (until September 2014), Touchstone Gold Limited, Chairman (until December 2013), Elgin Mining Inc. (until May 2013), Polyus Gold International, Chairman (until March 2013), Angus Mining Inc., Chairman (until May 2012), Foxpoint Capital Corp. (until May 2012), Richmont Mines Inc., Chairman (until March 2012), Samco Gold Ltd. (until January 2012), Sprott Resources Lending Corp. (until November 2011), Rainy Mountain Capital Corp. (until September 2011), Claude Resources Inc. (until December 2010), and Forsys Metals Corp. (until May 2010).

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Randy Buffington is our President and Chief Executive Officer and is also a director on our board, having been appointed to such positions on July 8, 2013. Prior to his appointment, Mr. Buffington served as our Executive Vice President and Chief Operating Officer from February 2013 until July 2013. Prior to joining Allied Nevada, Mr. Buffington was Senior Vice President of Operations of Coeur Mining, Inc. (formerly Coeur d’Alene Mines Corporation) (a silver mining company) from January 2012 to January 2013. Mr. Buffington also held various positions with Barrick Gold Corporation (a global mining company), including: Managing Director of Zambia from September 2011 to January 2012, General Manager of North American Operations for Barrick Goldstrike Mines, Inc. from August 2009 to September 2011, and General Manager for Barrick Ruby Hill Mine from August 2006 to August 2009. Since September 2014, Mr. Buffington has been a director of Rye Patch Gold Corp. (a gold exploration company).
John W. Ivany is a retired mining executive having served as Executive Vice President of Kinross Gold Corp. (a gold mining company) from June 1995 to May 2006. He has served as an Advisor to the investment banking company, Canaccord Genuity Corp. since February 2007. He has been a director for B2 Gold Corp. (a gold producing mineral company) since November 2007, and Eurogas International Ltd., (an oil and natural gas exploration company) since August 2008. Mr. Ivany's former directorships include Aura Minerals Inc. (until May 2012) and Breakwater Resources Ltd (until August 2011).
Stephen M. Jones is our Executive Vice President, Chief Financial Officer and Secretary having been appointed in March 2012. Mr. Jones was formerly with EPM Mining Ventures, Inc., as the Chief Financial Officer from May 2011 to August 2011, the President and Secretary from March 2010 to May 2011, and a director from March 2010 to April 2012. Mr. Jones also served as Katanga Mining Limited’s Senior Vice President and Chief Financial Officer from June 2006 until December 2008.
Stephen A. Lang is a retired mining executive having served as President and Chief Executive Officer of Centerra Gold Inc. (a Canadian-based gold mining and exploration company) from June 2008 to May 2012. Since May 2012, Mr. Lang has served as Centerra Gold Inc.’s Chairman of the Board. Mr. Lang has also been the Chairman of the Board of International Tower Hill Mines Ltd. (an advanced exploration stage company) since February 2014 and a director of Timmins Gold Corporation (a gold producing mineral company) since July 2014. He was a lecturer at the Missouri University of Science and Technology from January 2013 to December 2013.
Cameron A. Mingay is currently a Senior Partner at Cassels Brock & Blackwell LLP and has been for sixteen years. Mr. Mingay also serves as outside counsel to the Company. Mr. Mingay joined the Board of Directors of Angus Mining Inc. (a precious metals exploration company) in June 2010 and Yancoal Canada Resources, Ltd. (a potash exploration company) in August 2011. Mr. Mingay's former directorships include Silver Bear Resources Inc. (until June 2011) and European Goldfields Ltd. (until January 2010).
Terry M. Palmer has been a Principal Accountant at Marrs, Sevier & Company LLC, a certified public accounting firm, since January 2003. Prior to joining Marrs, Sevier & Company, Mr. Palmer worked for Ernst & Young as a partner and Certified Public Accountant from September 1979 to October 2002. Mr. Palmer has been a director for Golden Minerals Company (a mining, exploration and development company) since March 2009, and for Sunward Resources Ltd. (a mining, exploration and development company) since February 2011. Mr. Palmer's former directorships include Apex Silver Mines Ltd. (March 2009).
Carl A. Pescio has been an independent mining prospector since 1991. He has 40-plus years of experience in the mining industry, including exploration expertise, as well as mine, process plant design and operation. Mr. Pescio has been a director for Angus Mining (Nambia) Inc. (an exploration stage gold company) since September 2010.
A. Murray Sinclair has been the Chief Investment Officer of Earlston Investment Corp. since December 2013.  From 2003 to 2013 Mr. Sinclair held various senior management positions with Quest Capital Corp., the predecessor Company to Sprott Resource Lending Corp., a TSX Exchange and NYSE-MKT listed resource lending corporation that he cofounded.  In addition, Mr. Sinclair has been a director of Ram Power Corp., (a geothermal power company) since November 2004, Dundee Corporation (an asset management company) since June 2012 and PhosCan Chemical Corp. (a phosphate development company) since October 2013.  Mr. Sinclair's former directorships include Kobex Minerals Inc. (until January 2015), Elgin Mining, Inc. (until September 2014), Gabriel Resources (until June 2013), Nebo Capital Corp. (until April 2013), Sprott Resources Lending Corp. (until July 2013), Dundee Capital Markets, Inc. (until February 2012), Denovo Capital Corp. (until September 2011), and Twin Butte Energy Ltd. (until February 2011).
Robert G. Wardell is a retired finance executive having served as a partner at Deloitte & Touche LLP from 1986 to 2006, and Vice President, Finance and Chief Financial Officer of Victory Nickel Inc. (a nickel development company) from February 2007 to January 2009. Mr. Wardell currently serves on the boards of Nuinsco Resources Limited (a multi-commodity mineral exploration company) since 2009 and Katanga Mining Limited (a copper-cobalt mining company) since July 2006. Mr. Wardell's former directorships include Elgin Mining, Inc. (until September 2014), Viterra Inc. (until September 2014), and Centric Health (until October 2012).

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The following table provides additional detail about the individual qualifications and skills of our directors:
 
Mr. Buchan
Mr. Buffington
Mr. Ivany
Mr. Lang
Mr. Mingay
Mr. Palmer
Mr. Pescio
Mr. Sinclair
Mr. Wardell
Business ethics experience is important as ethics are crucial to the success of our business and the well being of our employees, management, Board of Directors, and stockholders.
Business administration experience is important because directors with business administration experience tend to possess strong leadership qualities necessary to develop and motivate those qualities in others.
 
Corporate governance experience supports our goals of a strong Board of Directors, management accountability, transparency and protection of stockholder interests.
Environment and corporate responsibility experience strengthens the Board of Directors' oversight and assures that strategic business imperatives and long-term value creation are achieved within a responsible business model.
 
 
 
Finance and capital experience is important in evaluating our financial statements and capital structure.
Financial literacy and expertise is important because it assists our directors in understanding and overseeing our financial reporting and internal controls.
 
 
 
 
Government and public policy experience is relevant as the Company operates in a heavily regulated industry that is directly affected by governmental actions.
International experience is important to understanding and reviewing our business and strategy.
 
Legal experience is valuable in assisting the Board of Directors with its responsibilities to oversee the Company's legal and compliance matters.
 
 
 
 
 
 
 
Mining industry experience and knowledge of gold and silver mining is relevant to understanding the Company's business strategy and gives directors a practical understanding of developing, implementing, and assessing the Company's business strategy and operating plan.
Risk management experience assures directors will respond to and provide oversight of the risks facing the Company.
 
Stockholder relations experience is valuable as it allows directors to develop and build trust with our stockholders.
Talent management experience is valuable in helping the Company attract, motivate and retain top candidates.
 
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) requires our directors, executive officers, and persons who own more than ten percent of a registered class of the Company’s equity securities to file by specific dates with the Securities and Exchange Commission (the “SEC”) initial reports of ownership and reports of changes in ownership of equity securities of the Company. Directors, executive officers, and greater than ten percent stockholders are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms that they file.
To our knowledge, based solely on review of copies of such reports furnished to us or written representations from reporting persons, during the fiscal year ended December 31, 2014, all Section 16(a) filing requirements applicable to our directors, executive officers and greater than ten percent stockholders were complied with.

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Committees of the Board of Directors
The Board of Directors discharges its responsibilities in part through its Audit, Corporate Governance, and Compensation Committees, the charters of which are posted to our internet website at www.alliednevada.com. Our Board of Directors previously passed a Mandate of the Board of Directors (“Mandate”) which formally outlines the purpose and responsibilities of the Board of Directors regarding the governance of the Company. Per the Mandate, the Board of Directors is responsible for the oversight, supervision, and management of our business and for acting in the best interests of the Company and its stockholders with the objective of enhancing stockholder value.
Corporate Governance Committee
The Corporate Governance Committee is comprised of Mr. Mingay (Chair), Mr. Ivany, and Mr. Wardell and is responsible for establishing and implementing appropriate governance practices for the Company in light of corporate governance guidelines set forth by the U.S. and Canadian securities regulatory authorities, the NYSE MKT, the Toronto Stock Exchange (“TSX”), and other industry practices. Each member of our Corporate Governance Committee is “independent” within the meaning of the NYSE MKT listing standards, as defined in Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and in National Instrument 52-110 “Audit Committees” (“NI 52-110”).
We have adopted a Code of Business Conduct and Ethics that applies to all directors, officers and employees of the Company, including its Chief Executive Officer, Chief Financial Officer, and persons performing similar functions. The Code of Business Conduct and Ethics reaffirms our high standards of business conduct. The Code of Business Conduct and Ethics is part of our continuing effort to ensure that we comply with all applicable laws, have an effective program to prevent and detect violations of law, and conduct our business with fairness, honesty and integrity. The Code of Business Conduct and Ethics is located on our internet website at www.alliednevada.com.
In addition, as required by applicable U.S. federal securities laws, all senior financial officers are subject to the Code of Conduct and Ethics for Senior Financial Officers setting forth various restrictions and obligations for our senior financial officers. The Code of Conduct and Ethics for Senior Financial Officers is located on our internet website at www.alliednevada.com.
Audit Committee
The Audit Committee is comprised of Mr. Palmer (Chair), Mr. Lang, and Mr. Wardell and was established by the Board of Directors in accordance with Section 3(a)(58)(A) of the Exchange Act. Each member of our Audit Committee is “independent” within the meaning of the NYSE MKT listing standards, as defined in Rule 10A-3(b)(1) under the Exchange Act, and in NI 52-110. Additionally, the Board of Directors determined that Mr. Palmer qualifies as Allied Nevada’s “Audit Committee Financial Expert” as defined in Section 407 of the Sarbanes-Oxley Act of 2002 and that each member of the Audit Committee is “financially literate” in accordance with NI 52-110.
The Audit Committee assists the Board of Directors in overseeing, among other things, the Company’s (1) accounting and financial reporting processes; (2) integrity of financial statements; (3) compliance with legal and regulatory requirements; (4) business practices and ethical standards; and (5) appointment of an independent auditor and the compensation, retention and oversight of the work of the independent auditor.
The Audit Committee is also responsible for the review and approval of transactions with related persons. See Part III - Item 13. Certain Relationships and Related Transactions, and Director Independence for additional detail.
Compensation Committee
The Compensation Committee is comprised of Mr. Wardell (Chair), Mr. Lang, and Mr. Sinclair and assists the Board of Directors in overseeing, among other things, the Company’s (1) overall compensation strategy for our key employees, including our executive officers, subject to ratification by the full Board of Directors for our named executive officers; (2) the drafting of the Compensation Discussion and Analysis set forth in Part III - Item 11. Executive Compensation; and (3) plans for management development and executive succession planning. Each member of our Compensation Committee is “independent” within the meaning of the NYSE MKT listing standards, as defined in Rule 10A-3(b)(1) under the Exchange Act, and in NI 52-110.
The Compensation Committee has the authority, at the Company’s expense, to retain advisors, counsel and consultants as it deems necessary in order to carry out these functions. In accordance with the terms of the Compensation Committee’s Charter, the Company’s President and Chief Executive Officer is not present during meetings of the Compensation Committee at which his compensation is discussed.

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Item 11. Executive Compensation
Compensation Committee Interlocks and Insider Participation
No member of Allied Nevada’s Compensation Committee was, during the year ended December 31, 2014, or currently is, an officer or employee of Allied Nevada or any of its subsidiaries or affiliates. No executive officer of Allied Nevada was during 2014, or currently is, a director or a member of the Compensation Committee of another entity having an executive officer who is a director or a member of our Compensation Committee.
Compensation Discussion and Analysis
Compensation Objectives and Philosophy
Our compensation program for our named executive officers (“NEOs”), listed in the compensation tables on the following pages, is designed to motivate our executive talent, to reward executives for achieving performance goals, and to retain those executives that are deemed essential to our near-term and long-term success and growth. In applying these principles we seek to integrate compensation programs with our short- and long-term strategic plans and to align the interests of our NEOs with the long-term interests of our stockholders. The Compensation Committee evaluates risks and rewards associated with the Company’s overall compensation philosophy and structure and does not believe the program promotes excessive risk-taking.
With respect to specific elements of compensation, base salary (not “at-risk”) is a fixed amount to secure executive service, the annual cash incentive plan (at-risk) is designed to incentivize and reward achievement of short-term financial and operating performance, and equity grants (50% at-risk and 50% not at-risk) that vest over multi-year periods are designed to incentivize, retain and reward long-term financial and operating performance.
Setting Executive Compensation
The compensation program for our NEOs is generally administered by or under the direction of the Compensation Committee. The compensation program is reviewed annually to ensure that remuneration levels and benefits are competitive and reasonable and continue to achieve the goals set forth in our compensation objectives and philosophy. Executive compensation decisions made by the Compensation Committee are inherently subjective and the result of the Compensation Committee's business judgment, which is informed by the experiences of the members of the Compensation Committee, as well as the results from the most recent shareholder advisory vote on executive compensation (discussed below) and input and peer group data provided by Mercer (US) Inc. (“Mercer”), the independent compensation consulting firm retained by the Compensation Committee (discussed below). In making its decisions regarding base salary, target and maximum cash bonus levels, and equity award grants for our NEOs, the Compensation Committee generally considers the scope of the executive's responsibility at Allied Nevada, the relative internal value to Allied Nevada of the position, the executive's experience, past performance, expected future contributions to Allied Nevada, the need to attract or retain the particular executive, and peer group data provided by Mercer.
Advisory Vote on Executive Compensation
At our 2014 Annual Meeting of Stockholders, approximately 72.5% of the votes cast were in favor of our advisory resolution regarding the compensation of our NEOs, commonly referred to as the “say-on-pay” vote. The Compensation Committee intends to take the say-on-pay vote results into consideration in setting future compensation for our NEOs.
Compensation Consultant and Peer Group Determination
For purposes of evaluating and determining named executive officer compensation levels for 2014, Mercer was engaged by the Compensation Committee to complete a review of NEO compensation and provide a report on peer group data as to compensation levels. Mercer’s review of the 2014 executive compensation program included benchmarking the base salary, annual cash incentive potential, total cash (base salary plus cash incentive potential) and long-term equity-based incentives of our NEOs, the results of which were reported directly to the Compensation Committee.
In making compensation decisions, the Compensation Committee compared each element of NEO compensation against a peer group (established by Mercer) of publicly-traded precious metals mining companies with similar market capitalizations, operations, and revenue. Our peer group used to evaluate 2014 NEO compensation consisted of the following 13 companies: Thompson Creek Metals Company Inc., Coeur Mining, Inc., Hecla Mining Co., Alacer Gold Corp., Rio Alto Mining Limited, Semafo Inc., Aurico Gold Inc., Teranga Gold Corporation, Primero Mining Corp., Lake Shore Gold Corp., Alamos Gold Inc., Argonaut Gold Inc., and Timmins Gold Corp.. Changes in the 2014 peer group from the 2013 peer group were the result of selecting peers with more comparable market capitalizations and revenues.
Key Components of Executive Compensation
Our executive compensation program consists of various elements of compensation that are intended to work together to provide total compensation that attracts, retains and motivates highly qualified and experienced individuals, ensures that an appropriate portion of their total compensation is “at-risk” (which means that amounts are only realized if certain performance

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levels are achieved) in the form of both cash and equity compensation, and that such compensation represents a competitive compensation package that is consistent with our needs and peer levels in the precious metals industry. For the fiscal year ended December 31, 2014, the principal components of compensation for NEOs consisted of (1) base salary; (2) annual cash incentive plan; and (3) long-term equity awards, the details of which are shown in the table below:
 
 
Compensation Term
 
Risk Profile
 
Percentage of CEO Base Salary
 
Percentage of CFO Base Salary
Component
 
 
 
 
Base Salary
 
Short Term
 
Not At Risk
 
 
 
 
Annual Cash Incentive Plan
 
Short Term
 
At Risk
 
75%
 
65%
Equity Incentive Plan
 
Long Term
 
Not At Risk
 
150%
 
107.5%
Equity Incentive Plan
 
Long Term
 
At Risk
 
150%
 
107.5%
For the fiscal year ended December 31, 2014, the above components of compensation for our NEOs resulted in approximately 47% and 45% of Randy E. Buffington’s (our CEO) and Stephen M. Jones’ (our CFO) respective total target compensation being at-risk. For the fiscal year ended December 31, 2014, the equity incentive plan portion of compensation for our NEOs resulted in approximately 63% and 57% of Randy E. Buffington’s (our CEO) and Stephen M. Jones’ (our CFO) respective total target compensation being tied to the price of our common stock, which we believe closely aligns the interests of our NEOs with stockholders.
Base Salary
Salaries for our NEOs are established based on the scope of their individual responsibilities, taking into account base salary levels paid by other precious metals mining companies for individuals in similar positions. We fix NEO base salaries at levels which we believe enables us to retain individuals in a competitive environment and reward performance for contributions to our overall business goals. Using the above approach, base salaries, which are not at-risk, were set as follows for the years ended December 31, 2014 and 2013:
 
 
Year
 
Base Salary
 
Increase from 2013
 
Increase from 2013
Name and Principal Position
 
 
($)
 
($)
 
(%)
Randy E. Buffington
 
2014
 
525,000

 
25,000

 
5.0
%
President and CEO
 
2013
 
500,000

 
 
 
 
Stephen M. Jones
 
2014
 
425,000

 
40,000

 
10.4
%
Executive VP, CFO and Secretary
 
2013
 
385,000

 
 
 
 
Annual Cash Incentive Plan
We provide incentive compensation to our NEOs in the form of an annual cash bonus, the payout amounts of which are at-risk, consistent with our emphasis on using a pay-for-performance philosophy. When determining the annual bonus target amount and the underlying design of the bonus plan we take into account bonus target levels and plan designs of other precious metals mining companies and the operating and strategic goals of the Company. We generally utilize annual cash bonuses to reward performance achievements during time periods of one year or less. During the year ended December 31, 2014, the annual cash incentive plan target amounts for Randy E. Buffington (our CEO) and Stephen M. Jones (our CFO) were $393,750 and $276,250, respectively, which represents 75% and 65% of their respective base salaries. As shown below, actual payouts of such annual cash incentive bonuses can range from 0% - 150% of the target amounts depending on the actual achievement of established goals and performance criteria.
The 2014 annual cash incentive payouts for our NEOs were contingent upon the attainment of Company goals and performance criteria, which were developed with the assistance of management and approved by the Compensation Committee before being subsequently approved by the Board of Directors. Target payouts under the plan were capped at a maximum amount (i.e., the executive officer can not earn more than 150% of the target amount), while the minimum payout was set at zero. A summary of the 2014 annual cash incentive plan, including the actual amounts earned, is as follows:

7


Plan Design and Eligible Payout Percentages
 
Actual Results and Payout Percentages
Goals and Performance Criteria
 
Measurement Levels
 
Payout (%)
 
Measurement Levels
 
Payout (%)
Sales as measured in ounces of gold sold(1)
 
250,000 ounces or more
 
20.0
%
 
216,937 ounces
 
%
 
 
240,000 ounces or more
 
12.5
%
 
 
 
 
 
 
230,000 ounces or more
 
7.5
%
 
 
 
 
Adjusted cash costs per ounce of gold sold(1)(2)
 
$825 per ounce or less
 
20.0
%
 
$1,064 per ounce(3)
 
%
 
 
$837.50 per ounce or less
 
12.5
%
 
 
 
 
 
 
$850 per ounce or less
 
7.5
%
 
 
 
 
Non-expansion capital expenditures(1)
 
Under $10.0 million
 
20.0
%
 
Approximately $2.8 million
 
20.0
%
 
 
Under $12.5 million
 
12.5
%
 
 
 
 
 
 
Under $15.0 million
 
7.5
%
 
 
 
 
Successful completion of feasibility study(1)
 
Prior to 9/30/2014
 
25.0
%
 
10/15/2014
 
18.75
%
 
 
Prior to 10/31/2014
 
12.5
%
 
 
 
 
 
 
Prior to 12/31/2014
 
5.0
%
 
 
 
 
Successful completion of financing for mill expansion(1)
 
Amount raised is sufficient to fund mill expansion
 
25.0
%
 
$21.8 million gross proceeds raised in 2014
 
10.0
%
 
 
Amount raised will partially fund mill expansion
 
15.0
%
 
 
 
 
 
 
Any amount is raised
 
10.0
%
 
 
 
 
Health and safety
 
0 lost time accidents
 
10.0
%
 
2 lost time accidents
 
5.0
%
 
 
1 to 2 lost time accidents
 
5.0
%
 
 
 
 
Environmental compliance
 
0 incidents resulting in both orders and fines
 
10.0
%
 
0 incidents resulting in both orders and fines
 
10.0
%
 
 
1 to 2 incidents resulting in both orders and fines
 
5.0
%
 
 
 
 
Individual goals of executive
 
Varies
 
0% - 20%

 
 
 
%
 
 
Total
 
0% - 150.0%

 
 
 
63.75
%
(1)Actual results or performance between the Measurement Levels result in the interpolation of the actual payout percentage.
(2) The term “adjusted cash costs per ounce” is a non-GAAP financial measure. Non-GAAP financial measures do not have any standardized meaning prescribed by GAAP and, therefore, should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. See the section in the initial filing of the Annual Report on Form 10-K titled “Non-GAAP Financial Measures” in Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
(3) Includes write-down of production inventories of $252 per ounce.
Based on the above established payout criteria, our NEOs earned 63.75% of their respective target amounts under the annual cash incentive plan; however, due to the December 31, 2014 liquidity and financial position of the Company, our NEOs, together with our Compensation Committee, agreed to adjust the bonus amounts earned, such that 50% of the earned amounts would not be paid. Accordingly, Randy E. Buffington (our CEO) and Stephen M. Jones (our CFO) were not paid $125,508 and $88,055, respectively, of their 2014 annual cash incentive bonuses to which they would have been entitled under the terms of the plan. The table below provides a reconciliation of our NEOs target bonus amounts earned to those which were actually paid out:
 
 
Randy E.
 
Stephen M.
 
 
Buffington (CEO)
 
Jones (CFO)
Base salary
 
$
525,000

 
$
425,000

Target payout percentage
 
75.0
%
 
65.0
%
Target payout amount
 
393,750

 
276,250

Payout percentage earned using performance criteria
 
63.75
%
 
63.75
%
Payout amount earned using performance criteria
 
251,016

 
176,109

Percentage not paid
 
50.00
%
 
50.00
%
Actual amounts paid to our NEOs
 
$
125,508

 
$
88,055


8


Equity Incentive Plan
Our equity incentive plan has been established to provide our NEOs with incentives which are aligned with the interests of our stockholders. Equity awards granted to our NEOs generally vest in equal installments over three years subject in part to the achievement of performance criteria. When determining the amount of the equity award and the applicable performance-based vesting criteria, we take into account equity award levels and vesting criteria of other precious metals mining companies and the operating and strategic goals of the Company.
The Compensation Committee grants long-term equity-based awards to our NEOs in the form of performance share units (“PSUs”) and restricted share units (“RSUs”) rather than stock options because it believes the value of PSUs and RSUs are more direct and visible than stock options. Additionally, PSUs and RSUs generally require the use of fewer shares than stock options to deliver comparable compensation values to executives. PSUs granted to our NEOs are at-risk and only vest upon the successful achievement of established performance criteria.
During the year ended December 31, 2014, the annual grant date fair values of equity awards for Randy E. Buffington (our CEO) and Stephen M. Jones (our CFO) were $1.6 million and $0.9 million, respectively, which represents 300% and 215% of their respective base salaries. For 2014, the long-term equity awards were comprised of 50% PSUs (which are at-risk) and 50% RSUs (which are not at-risk). The table below provides additional details regarding the equity awards granted to our NEOs in 2014 under the equity incentive plan:
 
 
Grant Date Fair Value of 2014 Awards(1)
 
 
 
Awards Granted and Vesting Terms
 
 
 
Vesting Year
 
Time-Based RSUs (#)
 
Performance-Based PSUs (#)
 
 
Name and Principal Position
 
 
 
 
 
Total (#)
Randy E. Buffington
 
$
1,575,008

 
2015
 
46,792

 
46,792

 
93,584

President and CEO
 


 
2016
 
46,792

 
46,792

 
93,584

 
 


 
2017
 
46,791

 
46,791

 
93,582

 
 


 
 
 
140,375

 
140,375

 
280,750

 
 
 
 
 
 
 
 
 
 
 
Stephen M. Jones
 
$
913,746

 
2015
 
27,146

 
27,146

 
54,292

Executive VP, CFO and Secretary
 


 
2016
 
27,146

 
27,146

 
54,292

 
 


 
2017
 
27,147

 
27,147

 
54,294

 
 


 
 
 
81,439

 
81,439

 
162,878

(1) Amounts shown represent the grant date fair value of stock awards (excluding estimated forfeitures), computed in accordance with FASB Topic 718. For information on the assumptions used to calculate these amounts refer to Note 14 - Stock-Based Compensation to our Notes to Consolidated Financial Statements in Part II - Item 8. Financial Statements and Supplementary Data in the initial filing of the Annual Report on Form 10-K.
Vesting of Equity Incentive Plan Awards From 2014 Performance
As shown above, in 2014 and consistent with historical practice, awards granted under our equity incentive plan typically vest over three years, portions of which are also subject to performance-based vesting criteria developed annually with the assistance of management and approved by the Compensation Committee before being subsequently approved by the Board of Directors. Target vesting percentages under the equity plan were capped at a maximum amount (i.e., the executive officer can not vest in more than 100% of the shares eligible for vesting), while the minimum vesting was set at 100% for time-based awards and at zero percent for performance-based awards. A summary of the 2014 performance-based vesting criteria applicable to all PSUs vesting in March 2015, including the actual results achieved, is as follows:

9


Plan Design and Eligible Vesting Percentages
 
Actual Results and Vesting Percentages
Goals and Performance Criteria
 
Measurement Levels
 
Payout (%)

 
Measurement Levels
 
Payout (%)

Sales as measured in ounces of gold sold(1)
 
250,000 ounces or more
 
30.0
%
 
216,937 ounces
 
%
 
 
240,000 ounces or more
 
20.0
%
 
 
 
 
 
 
230,000 ounces or more
 
10.0
%
 
 
 
 
Adjusted cash costs per ounce of gold sold(1)(2)
 
$825 per ounce or less
 
30.0
%
 
$1,064 per ounce(3)
 
%
 
 
$837.50 per ounce or less
 
20.0
%
 
 
 
 
 
 
$850 per ounce or less
 
10.0
%
 
 
 
 
Relative total stockholder return(1)
 
Above 50th percentile of peers
 
30.0
%
 
Less than 25th percentile of peers
 
%
 
 
Above 35th percentile of peers
 
20.0
%
 
 
 
 
 
 
Above 25th percentile of peers
 
10.0
%
 
 
 
 
Discretion of Compensation Committee
 
 
 
0% - 10%

 
 
 
%
 
 
Total
 
0% - 100.0%

 
 
 
%
(1)Actual results or performance between the Measurement Levels result in the interpolation of the actual vesting percentage.
(2) The term “adjusted cash costs per ounce” is a non-GAAP financial measure. Non-GAAP financial measures do not have any standardized meaning prescribed by GAAP and, therefore, should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. See the section in the initial filing of the Annual Report on Form 10-K titled “Non-GAAP Financial Measures” in Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
(3) Includes write-down of production inventories of $252 per ounce.
Based on the Company’s 2014 performance relative to the performance criteria outlined above, our NEOs forfeited 100% of their PSU equity awards which were scheduled to vest in March 2015 (0% vested). The table below provides a summary of the equity awards granted in prior years which were forfeited by our NEOs as a result of not achieving the above performance-based vesting criteria:
 
 
Grant Year
 
Performance-Based PSUs Forfeited (#)
 
Grant Date Fair Value of PSUs Forfeited(1)
Name and Principal Position
 
 
 
Randy E. Buffington
 
2013
 
11,074

 
$
62,125

President and CEO
 
2014
 
46,792

 
262,503

 
 
 
 
57,866

 
324,628

 
 
 
 
 
 
 
Stephen M. Jones
 
2012
 
10,000

 
56,100

Executive VP, CFO and Secretary
 
2013
 
6,642

 
37,262

 
 
2014
 
27,146

 
152,289

 
 
 
 
43,788

 
$
245,651

(1) Amounts shown represent the grant date fair value of stock awards (excluding estimated forfeitures), computed in accordance with FASB Topic 718. For information on the assumptions used to calculate these amounts refer to Note 14 - Stock-Based Compensation to our Notes to Consolidated Financial Statements in Part II - Item 8. Financial Statements and Supplementary Data in the initial filing of the Annual Report on Form 10-K. Subsequent to this date, the Company and its subsidiaries filed for protection under chapter 11 of the federal bankruptcy code.
For additional information on our NEOs equity awards, including the quantity of time-based RSUs vested in 2014, the value realized for 2014 vestings, equity awards outstanding, and the scheduled future vesting dates of outstanding equity awards see the Executive Compensation Tables below.
Other Compensation
Our NEOs are not entitled to significant perquisites or other personal benefits not generally offered to all employees other than for their participation in the Allied Nevada Gold Corp Supplemental Executive Retirement Plan, which provides for restoration contributions equivalent to lost opportunities under the 401(k) Plan due to annual compensation limits. For additional information on our NEOs 2014 other compensation see the Summary Compensation Table in the Executive Compensation Tables below.
Employment Agreements
The Company maintains employment agreements with its executive officers as both an incentive to secure their engaged services and to protect them from loss of income in the event of a change in control. The agreements also provide for a number of protections for the Company and the employee covering employment related issues as well as confidentiality. For additional

10


information on our NEOs employment agreements see the Potential Payments Upon Termination or Change in Control Table in the Executive Compensation Tables below.
Clawback Provisions
Our Board of Directors has a policy which would require, to the fullest extent permitted by governing law, reimbursement of any portion of a cash incentive previously paid to our executives pursuant to the terms of our annual cash incentive programs if there is a restatement of our previously reported financial results and (1) the amount of any cash incentive paid was calculated based on the achievement of certain financial results that were subsequently the subject of restatement; (2) the amount of such cash incentive that would have been awarded to the executive had the financial results been reported as in the restatement would have been lower than the cash incentive actually awarded; and (3) in the judgment of our Board of Directors, the circumstances warrant such reimbursement.
Compensation Committee Report
The Compensation Committee has reviewed and discussed with management the Company’s Compensation Discussion and Analysis section of this Annual Report on Form 10-K/A. Based on such review and discussions, the Compensation Committee has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Annual Report on Form 10-K/A for the year ended December 31, 2014.
The foregoing report is submitted by the following directors, who constitute the Compensation Committee of the Board of Directors:
Compensation Committee
Robert G. Wardell (Chair)
Stephen A. Lang
A. Murray Sinclair

Executive Compensation Tables
2014 Summary Compensation Table
 
 
Year
 
Salary
 
Bonus
 
Stock Awards(1)
 
Non-Equity Incentive Plan Compensation(2)
 
All Other Compensation(3)
 
Total
Name and Principal Position
 
 
($)
 
($)
 
($)
 
($)
 
($)
 
($)
Randy E. Buffington
 
2014
 
520,833

 

 
1,575,008

 
125,508

 
42,488

 
2,263,837

President and CEO
 
2013
 
413,326

 

 
2,861,980

 
130,397

 
144,452

 
3,550,155

Stephen M. Jones
 
2014
 
418,333

 

 
913,746

 
88,055

 
132,767

 
1,552,901

Executive VP, CFO and
 
2013
 
379,172

 

 
2,235,647

 
73,150

 
40,599

 
2,728,568

Secretary
 
2012
 
291,667

 
160,000

 
849,000

 
48,996

 
54,264

 
1,403,927

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1) Amounts shown represent the grant date fair value of stock awards (excluding estimated forfeitures), computed in accordance with FASB Topic 718. For information on the assumptions used to calculate these amounts refer to Note 14 - Stock-Based Compensation to our Notes to Consolidated Financial Statements in Part II - Item 8. Financial Statements and Supplementary Data in the initial filing of the Annual Report on Form 10-K.
(2) Amounts shown represent earnings under our "Annual Cash Incentive Plan".
(3) During 2014, All Other Compensation consisted of the following:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
401(k) Plan Matching Contributions
 
Supplemental Retirement Plan Benefits
 
Life Insurance Premiums
 
Relocation Benefits
 
Total
 
 
 
 
Name
 
($)
 
($)
 
($)
 
($)
 
($)
 
 
 
 
Randy E. Buffington
 
15,600

 
23,474

 
3,414

 

 
42,488

 
 
 
 
Stephen M. Jones
 
15,600

 
13,889

 
4,448

 
98,830

 
132,767

 
 
 
 


11


2014 Grants of Plan-Based Awards Table
The following table sets forth certain grants of plan-based awards as of December 31, 2014, in accordance with SEC rules. Subsequent to such date, the Company and its subsidiaries filed for protection under chapter 11 of the federal bankruptcy code.
 
 
 
 
Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)
 
Estimated Future Payouts Under Equity Incentive Plan Awards(2)
 
Grant Date Fair Value of Stock Awards(3)
 
 
 
 
Threshold
 
Target
 
Maximum
 
Threshold
 
Target
 
Maximum
 
Name
 
Grant Date
 
($)
 
($)
 
($)
 
(#)
 
(#)
 
(#)
 
($)
Randy E. Buffington
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash Bonus
 
 
 

 
393,750

 
590,625

 
 
 
 
 
 
 
 
RSU Award
 
2/20/2014
 
 
 
 
 
 
 
140,375

 
280,750

 
280,750

 
1,575,008

Stephen M. Jones
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash Bonus
 
 
 

 
276,250

 
414,375

 
 
 
 
 
 
 
 
RSU Award
 
2/20/2014
 
 
 
 
 
 
 
81,439

 
162,878

 
162,878

 
913,746

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1) Amounts shown represent the various potential earnings levels under our "Annual Cash Incentive Plan", which range from 0% - 150% of the target cash bonus amount. The target amount is computed as a percentage of the executive's salary at the time of grant. Actual amounts earned are shown in the "Non-Equity Incentive Plan Compensation" column of the "Summary Compensation" table.
(2) Amounts shown represent the various potential number of shares eligible to vest for awards granted under our "Equity Incentive Plan", which range from 50% - 100% of the target amount. The target share amount is computed as a multiple of the executive's salary divided by our closing common share price on the date of grant. The number of shares granted are scheduled to vest in whole or in part on March 31 in each of 2015, 2016, and 2017 subject to time-based and performance-based vesting criteria. Threshold share amounts represent awards that are subject to time-based vesting criteria only.
(3) Amounts shown represent the grant date fair value of stock awards (excluding estimated forfeitures), computed in accordance with FASB Topic 718. For information on the assumptions used to calculate these amounts refer to Note 14 - Stock-Based Compensation to our Notes to Consolidated Financial Statements in Part II - Item 8. Financial Statements and Supplementary Data in the initial filing of the Annual Report on Form 10-K.

2014 Outstanding Equity Awards at Fiscal Year-End Table
 
 
 
 
Stock Awards
 
 
 
 
Number of Shares or Units of Stock That Have Not Vested(2)
 
Market Value of Shares or Units of Stock That Have Not Vested(1)
 
Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested(2)
 
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested(1)
Name
 
Grant Date
 
(#)
 
($)
 
(#)
 
($)
Randy E. Buffington
 
2/21/2013
 
33,221

 
28,902

 
11,074

 
9,634

 
 
5/24/2013
 
100,000

 
87,000

 
 
 
 
 
 
2/20/2014
 
187,167

 
162,835

 
93,583

 
81,418

Stephen M. Jones
 
2/23/2012
 
10,000

 
8,700

 
 
 
 
 
 
2/21/2013
 
19,927

 
17,336

 
6,642

 
5,779

 
 
5/24/2013
 
95,000

 
82,650

 
 
 
 
 
 
2/20/2014
 
108,585

 
94,469

 
54,293

 
47,235

 
 
 
 
 
 
 
 
 
 
 
(1) Market value represents the product of the stock closing price as of December 31, 2014, which was $0.87, and the number of shares that have not vested. Subsequent to this date, the Company and its subsidiaries filed for protection under chapter 11 of the federal bankruptcy code.
(2) As discussed in the "Vesting of Equity Incentive Plan Awards From 2014 Performance" section above, Messrs. Buffington and Jones forfeited 57,866 and 43,788 PSUs scheduled to vest on March 31, 2015. However, assuming the satisfaction of the requisite time-based and performance-based vesting criteria, outstanding stock awards are scheduled to vest on the following dates:
Vesting Date
 
Randy E. Buffington
 
Stephen M. Jones
 
 
 
 
 
 
3/31/2015
 
115,731

 
77,577

 
 
 
 
 
 
5/28/2015
 
50,000

 
47,500

 
 
 
 
 
 
11/28/2015
 
50,000

 
47,500

 
 
 
 
 
 
3/31/2016
 
115,731

 
67,577

 
 
 
 
 
 
3/31/2017
 
93,583

 
54,293

 
 
 
 
 
 
 
 
425,045

 
294,447

 
 
 
 
 
 


12


2014 Option Exercises and Stock Vested Table
 
 
Stock Awards
 
 
Number of Shares Acquired on Vesting
 
Value Realized on Vesting(1)
Name
 
(#)
 
($)
Randy E. Buffington
 
61,074

 
188,227

Stephen M. Jones
 
54,142

 
162,103

 
 
 
 
 
(1) Value realized represents the product of the gross shares acquired on vesting and the closing price per share on the date of vesting.

Potential Payments Upon Termination or Change in Control Table(1) 
 
 
Voluntary Resignation(2)
 
Death or Disability(3)
 
Termination For Cause
 
Termination Without Cause
 
Change in Control
Name
 
($)
 
($)
 
($)
 
($)
 
($)
Randy E. Buffington
 
 
 
 
 
 
 
 
 
 
Salary
 
43,750

 

 

 
525,000

 
1,050,000

Annual Cash Incentive Plan Proceeds
 

 
393,750

 

 
393,750

 
787,500

Medical Benefit Continuation
 

 

 

 
18,000

 
27,000

Life Insurance Proceeds
 

 
1,000,000

 

 

 

Accelerated Vesting of Equity Awards(4)
 

 

 

 

 
369,789

 
 
43,750

 
1,393,750

 

 
936,750

 
2,234,289

Stephen M. Jones
 
 
 
 
 
 
 
 
 
 
Salary
 
35,417

 

 

 
425,000

 
850,000

Annual Cash Incentive Plan Proceeds
 

 
276,250

 

 
276,250

 
552,500

Medical Benefit Continuation
 

 

 

 
18,000

 
27,000

Life Insurance Proceeds
 

 
500,000

 

 

 

Accelerated Vesting of Equity Awards(4)
 

 

 

 

 
256,169

 
 
35,417

 
776,250

 

 
719,250

 
1,685,669

 
 
 
 
 
 
 
 
 
 
 
(1) Subsequent to this date, the Company and its subsidiaries filed for protection under Chapter 11 of the federal bankruptcy code and all future payments are subject to applicable provisions under Section 507 of the federal bankruptcy code.
(2) Amount represents 30 days base salary.
(3) Annual Cash Incentive Plan amount represents the full year target amount.
(4) Amount represents the product of the stock closing price as of December 31, 2014, which was $0.87, and the number of shares underlying equity awards that have not vested (assuming the satisfaction of the requisite time-based and performance-based vesting criteria).
Given the competitiveness of the labor market in the State of Nevada’s mining industry, coupled with the need to attract and retain highly qualified executives, we entered into amended employment agreements with Messrs. Buffington and Mr. Jones on December 20, 2013 and December 19, 2013, respectively, who are “at will” employees. Each of the employment agreements entered into with Messrs. Buffington and Jones contain provisions that entitle them to payments following termination of their employment in certain circumstances, as shown in the table above and further described below.
Termination by Allied Nevada without Cause or by the Executive for Good Reason
Each of the employment agreements with Messrs. Buffington and Jones provide that, in the event their employment is terminated by the Company other than for “cause” (as defined below) they are entitled to receive payment of unpaid base salary, expense reimbursements and vacation days accrued prior to the date of such termination and will also receive, in exchange for execution and delivery of a separation agreement and general release, the following severance benefits:
one times their respective base salaries then in effect, payable over 12 months;
one times their respective target cash incentives for the year in which employment is terminated payable over 12 months; and
payment of premiums for continuation of health insurance coverage under COBRA (or state equivalent) up to a maximum amount of $18,000.
“Cause” is defined under each employment agreement as the taking of any of the following actions by or against

13


Messrs. Buffington or Jones:
a material breach of any of the terms of the Employment Agreement, including the failure to perform any covenant contained therein or in the Employee Nondisclosure, Noncompetition, Nonsolicitation and Inventions Agreement;
commission of any act or crime involving dishonesty, violence or moral turpitude, including fraud, theft, embezzlement, assault, battery and rape, drunk driving, whether or not formally charged with or convicted of such act or crime;
commission of an act or allowing the existence of a state of facts by inaction which renders the employee incapable of performing his duties under the Employment Agreement, or which adversely affects or could reasonably be expected to adversely affect the Company’s business reputation;
failure to follow any significant lawful instruction from the Board of Directors;
failure to maintain or had suspended, revoked or denied any applicable license, permit or card required by the federal or state authorities, or a political subdivision or agency thereof;
commission of any act that constitutes a breach of fiduciary duty or a breach of the duty of loyalty, both of which are due to and owed to the Company based, among other things, on the employee’s job duties;
fails or becomes unable, for any reason other than a disability to devote 100% of his business time, his best efforts, skills, and abilities to the Company’s business;
fails to diligently or effectively perform his duties under any provision of the employment agreement or any duty as directed from time to time by the Company; and/or
violates any material policy established by the Company.
Termination by Allied Nevada for Cause or in the Event of Death or Disability
Pursuant to the employment agreements with each of Messrs. Buffington and Jones, in the event their employment is terminated for “cause” or due to the death or “disability” they (or their estate) will be entitled to receive payment of any unpaid base salary, target bonus (prorated for the portion of the year during which he was employed through the date of termination), expense reimbursements and vacation days accrued prior to such termination. Further, in the event their employment is terminated as a result of death or disability, they (or their estate) will be entitled to receive long term disability or life insurance benefits, as the case may be, in the form maintained by the Company at such time and in which they participated at the time of termination.
“Disability” is defined under each employment agreement as any illness, injury, accident or condition of either a physical or mental nature as a result of which Messer. Buffington or Jones is unable to perform the essential functions of his duties and responsibilities for 90 days during any period of 365 consecutive calendar days or for any consecutive 90-day period.
Voluntary Termination by the Executive
In the event that Messrs. Buffington or Jones decides to voluntarily terminate his employment upon 30 days’ written notice, Allied Nevada, in its discretion, may elect to relieve them of any obligation to perform duties during the notice period, waive the notice period and immediately accept the tender of termination. Should the Company make such election, the Company shall nonetheless continue to pay base compensation and provide benefits for the term of the 30-day notice period, except that no cash incentive shall be earned or awarded during and after the notice period.
Payments Upon a Change in Control
In addition to the severance obligations described above, each of the employment agreements entered into with Messrs. Buffington and Jones contain provisions which entitle each of them to certain payments upon a change in control of the Company.
In the event of a “change in control” (as defined below) and either the involuntary termination of employment during the one-year period thereafter by Allied Nevada (or any successor entity) other than for “cause”, or the voluntary termination by Mr. Buffington or Jones, they will be entitled to payment from the Company (or any successor entity), of unpaid base salary, expense reimbursements and vacation days accrued prior to the date of termination and will also receive, in exchange for execution of a separation agreement and general release, the following benefits:
a lump sum severance equal to two years of base salary then in effect;
two times their respective target cash incentive for the year in which employment is terminated;
payment of premiums for continuation of health insurance coverage under COBRA (or state equivalent) up to a maximum amount of $27,000; and
immediate vesting of any unvested equity awards, consistent with and subject to the terms and conditions of the underlying equity compensation plans, notwithstanding performance or time restrictions.

14


“Change in control” is defined under each employment agreement as:
(A) any “Person” who becomes a “beneficial owner” (as such term is used in Rule 13d-3 promulgated under Exchange Act) of at least 30% of the stock of the Company entitled to vote in the election of directors of the Company;
(B) the individuals who are “Continuing Directors” of the Company cease to constitute a majority of the members of the Board;
(C) the Stockholders of the Company adopt and consummate a plan of complete or substantial liquidation or an agreement providing for the distribution of all or substantially all of the assets of the Company;
(D) the Company is a party to a merger, consolidation, amalgamation, plan of arrangement or other form of business combination or a sale of all or substantially all of its assets, with an unaffiliated third party, unless the business of the Company following consummation of such merger, consolidation, amalgamation, plan of arrangement or other business combination is continued following any such transaction by a resulting entity (which may be, but need not be, the Company) and the Stockholders of the Company immediately prior to such transaction hold, directly or indirectly, at least 30% of the total voting power of the resulting entity; provided, however, that such event constitutes a “change in control event” as described in Treas. Reg.§1.409A-3(a)(5); and provided, further, that a merger, consolidation, amalgamation, plan of arrangement or other business combination effected to implement a recapitalization of the Company (or similar transaction), shall not constitute a Change in Control; or
(E) there is a Change in Control of the Company of a nature that is reported in response to item 5.01 of Current Report on Form 8-K or any similar item, schedule or form under the Exchange Act, as in effect at the time of the change, whether or not the Company is then subject to such reporting requirements.
2014 Director Compensation Table
 
 
Fees Earned or Paid in Cash(1)
 
Stock Awards(2)
 
Total
Name
 
($)
 
($)
 
($)
Robert M. Buchan
 
100,000

 
1,783,000

 
1,883,000

John W. Ivany
 
65,000

 
100,000

 
165,000

Stephen A. Lang
 
50,000

 
100,000

 
150,000

Cameron A. Mingay
 
50,000

 
100,000

 
150,000

Terry M. Palmer
 
65,000

 
100,000

 
165,000

Carl A. Pescio
 
45,000

 
100,000

 
145,000

A. Murray Sinclair
 
40,000

 
100,000

 
140,000

Robert G. Wardell
 
60,000

 
100,000

 
160,000

 
 
 
 
 
 
 
(1) Fees earned or paid in cash were for Board and committee services.
(2) The Company granted 30,769 deferred share units to each non-employee director which had a grant date fair value of $100,000. Robert M. Buchan received an additional grant of 300,000 restricted share units which had a grant date fair value of $1,683,000. Amounts shown represent the grant date fair value of stock awards (excluding estimated forfeitures), computed in accordance with FASB Topic 718. For information on the assumptions used to calculate these amounts refer to Note 14 - Stock-Based Compensation to our Notes to Consolidated Financial Statements in Part II - Item 8. Financial Statements and Supplementary Data in the initial filing of the Annual Report on Form 10-K. Subsequent to this date, the Company and its subsidiaries filed for protection under chapter 11 of the federal bankruptcy code.
Pursuant to the compensation program for our non-employee directors, each non-employee member of our Board of Directors received the following compensation for Board of Director services, as applicable, for the period beginning on April 1, 2014 through March 31, 2015:
$100,000 per year for service as Chairman of the Board;
$60,000 per year for service as Audit Committee Chair;
$45,000 per year for services as chairman of other committees;
$35,000 per year for services as non-chairman directors;
$5,000 per year per committee for service as committee member; and
An annual award of equity in the form of deferred share units having an aggregate grant date fair value equal to $100,000 at the time of grant. Awards vest rateably from April 1, 2014 through March 31, 2015.
In addition to the above, for his services as the Executive Chairman of the Board of Directors, Mr. Buchan received an equity award in the form of restricted share units having an aggregate grant date fair value equal of $1.7 million, which vest in equal annual installments over a three year period.

15


2014 Outstanding Equity Awards of Directors at Fiscal Year-End Table
 
 
Deferred Share Units
 
Deferred Phantom Units
 
Stock Options(1)
 
Restricted Share Units
 
Total
Name
 
(#)
 
(#)
 
(#)
 
(#)
 
(#)
Robert M. Buchan
 
36,069

 
41,356

 
300,000

 
595,116

 
972,541

John W. Ivany
 
51,129

 
41,356

 
100,000

 

 
192,485

Stephen A. Lang
 
40,809

 

 

 

 
40,809

Cameron A. Mingay
 
51,129

 
41,356

 

 

 
92,485

Terry M. Palmer
 
51,129

 
41,356

 

 

 
92,485

Carl A. Pescio
 
51,129

 
41,356

 
100,000

 

 
192,485

A. Murray Sinclair
 
48,037

 

 

 

 
48,037

Robert G. Wardell
 
51,129

 
41,356

 

 

 
92,485

 
 
 
 
 
 
 
 
 
 
 
(1) All outstanding options expire in July 2017 and are exercisable at $4.35.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information as of the most recent practical date, April 21, 2015, regarding the beneficial ownership of our common stock by each beneficial owner of more than 5% of our outstanding shares of common stock, each of our current directors, each of the named executive officers listed in the Summary Compensation Table, and by all of our current directors and named executive officers as a group. The percentage of beneficial ownership is based on 126,193,336 shares of our common stock outstanding. In computing the number and percentage of shares beneficially owned by each person, we have included any shares of common stock that could be acquired within 60 days of April 21, 2015 by the exercise of in-the-money stock options or the vesting of stock awards. Except as indicated in the footnotes to this table and pursuant to applicable community property laws, to our knowledge, each beneficial owner named in the table has sole voting and investment power with respect to the shares listed.
 
 
 
Shares Beneficially Owned
 
Percent of Outstanding
Beneficial Owner
 
 
(#)
 
(%)
Van Eck Associates Corporation
 
 
7,129,630

(1) 
5.6
%
355 Madison Ave. - 19th Floor, New York, NY 10017
 
 
 
 
 
Robert M. Buchan - Executive Chairman of the Board of Directors
 
 
2,621,272

 
2.1
%
Randy E. Buffington - President and Chief Executive Officer and Director
 
 
218,939

(2) 
*

John W. Ivany - Director
 
 
102,485

 
*

Stephen M. Jones - Executive Vice President, Chief Financial Officer and Secretary
 
 
186,931

(2) 
*

Stephen A. Lang - Director
 
 
50,809

 
*

Cameron A. Mingay - Director
 
 
92,485

 
*

Terry M. Palmer - Director
 
 
92,485

 
*

Carl A. Pescio - Director(3)
 
 
4,546,285

 
3.6
%
A. Murray Sinclair - Director
 
 
48,037

 
*

Robert G. Wardell - Director
 
 
92,485

 
*

All current executive officers and directors as a group (10 persons)
 
 
8,052,213

 
6.4
%
 
 
 
 
 
 
* Represents less than 1% of the outstanding shares of common stock.
(1) This information is based on the Schedule 13G/A filed with the SEC on February 12, 2015.
(2) Includes the following shares which may be acquired upon the vesting of outstanding stock awards: Randy E. Buffington - 50,000 restricted share units and Stephen M. Jones - 47,500 restricted share units.
(3) Shares are beneficially owned by Carl A. Pescio and his wife.

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Equity Compensation Plan Information
The following table summarizes our equity compensation plans, all of which have been approved by our stockholders:
 
 
December 31, 2014
Plan Category
 
(a)
 
(b)
 
(c)
Equity compensation plans
approved by security holders
 
Number of securities to be issued upon exercise of outstanding options, warrants, and rights (#)
 
Weighted average exercise  price or grant date fair value of outstanding options, warrants, and rights ($)
 
Number of securities remaining available for future issuance under equity compensation plans (excluding securities referenced in column (a)) (#)
Allied Nevada Restricted Share Plan
 
2,021,081

 
7.64

 

Allied Nevada 2007 Stock Option Plan
 
500,000

 
4.35

 

Deferred Share Unit Plan
 
380,560

 
7.26

 
116,348

Performance and Incentive Pay Plan
 
302,871

 
3.25

 
3,684,629

Deferred Phantom Unit Plan
 
248,136

 
18.50

 
11,597

 
 
3,452,648

 
 
 
3,812,574

Item 13. Certain Relationships and Related Transactions, and Director Independence
2014 Related Party Transactions
The following presents a summary of our related party transactions, all of which were approved by our Audit Committee in accordance with the approval process discussed below.
Legal Services
Cameron Mingay, who has been an Allied Nevada Director since March 2007, is a partner at Cassels Brock & Blackwell LLP (“Cassels Brock”) of Toronto, Ontario, Canada, which since June 2007 has served as outside counsel to Allied Nevada in connection with Canadian corporate and securities law matters.  The Company has paid Cassels Brock an aggregate of approximately $0.7 million, $0.5 million, and $0.7 million for legal services rendered during the years ended December 31, 2014, 2013, and 2012, respectively. In addition, approximately $0.4 million and $46,000 was owed to Cassels Brock at December 31, 2014 and 2013, respectively.
Air Travel
From time to time, the Company uses a private aircraft owned by Angus Aviation LP (“Angus”), which is controlled by Robert Buchan, the Chairman of the Board of Directors. The Company pays Angus based on an hourly rate and certain additional charges including landing fees. For each of the years ended December 31, 2014, 2013, and 2012, the Company incurred travel expenses of approximately CDN $nil, CDN $0.4 million, and CDN $0.1 million, respectively, all of which were paid during such years.
Office Rent
The Company maintains an office in Toronto, Ontario which is primarily utilized by Robert Buchan, the Chairman of the Board of Directors. Rental expense of CDN $18,000 per month is paid by Robert Buchan on a month to month basis. The Company reimbursed Robert Buchan CDN $0.2 million in each of the years ended December 31, 2014, 2013, and 2012 for office rent expenses.
Procedures for Approval of Transactions with Related Parties
The Company’s written policy for the review of transactions with related persons requires review, approval or ratification of all transactions in which Allied Nevada is a participant and in which an Allied Nevada director, executive officer, a significant stockholder or an immediate family member of any of the foregoing persons has a direct or indirect material interest, subject to certain categories of transactions that are deemed to be pre-approved under the policy. As set forth in the policy, the pre-approved transactions include employment of executive officers, director compensation (in general, where such transactions are required to be reported in the Company’s Proxy Statement pursuant to SEC compensation disclosure requirements), as well as transactions in the ordinary course of business where the aggregate amount involved is expected to be less than $5,000. All related party transactions are reviewed by the Audit Committee of the Board of Directors. Transactions deemed to be pre-approved are not required to be separately presented to the Audit Committee for formal approval; however, those transactions must be submitted to the Audit Committee for review at its next following meeting.
Following its review, the Audit Committee will determine whether these transactions are in the best interests of Allied Nevada and our stockholders, taking into consideration whether the transactions are on terms no less favorable to Allied Nevada than those available with other parties and the related person’s interest in the transaction. If a related party transaction

17


is to be ongoing, the Audit Committee may establish guidelines for the Company’s management to follow in its ongoing dealings with the related person.
Director Independence
The Board has determined that the following directors are “independent” within the meaning of the NYSE MKT listing standards, as defined in Rule 10A-3(b)(1) under the Exchange Act, and in NI 52-110: Messrs. Ivany, Lang, Mingay, Palmer, Pescio, Sinclair, and Wardell. Messrs. Buchan and Buffington are not considered independent as they hold executive positions within the Company.
Item 14. Principal Accountant Fees and Services
The following table shows the fees paid by us to EKS&H LLLP (“EKS&H”) for services rendered during the years ended December 31, 2014 and 2013:
 
 
 
Years Ended December 31,
 
 
 
2014
 
2013
Audit Fees
 
 
$
525,000

 
$
582,500

Audit related fees(1)
 
 
61,782

 
172,288

Tax fees(2)
 
 

 

All other fees(2)
 
 

 

 
 
 
$
586,782

 
$
754,788

 
 
 
 
 
 
(1) Fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and internal control over financial reporting including, due diligence for Company financing transactions and employee benefit plan audits.
(2) EKS&H did not provide any tax/other services during the period.
The Audit Committee has adopted policies and procedures requiring it to review and approve in advance all engagements for services provided by our external accountants. For the years ended December 31, 2014 and 2013, all services provided by EKS&H were approved by the Audit Committee in advance of the related engagement’s commencement and EKS&H did not perform any tax or other services for the Company.


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PART IV
Item 15. Exhibits
(a) Documents filed as a part of this report:
(1) Financial Statements – Included in Part II, Item 8, Financial Statements and Supplementary Data of the initial filing of the Annual Report on Form 10-K (dated March 27, 2015 and filed with the SEC on such date). 
 (2) Financial Statement Schedules – Not applicable
 (3) Exhibits – Set forth on the Exhibit Index that follows the signatures page of this report.


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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
 
ALLIED NEVADA GOLD CORP.
 
 
 
Registrant
Date:
April 23, 2015
 
By:
/s/ Randy E. Buffington
 
 
 
 
Randy E. Buffington
 
 
 
 
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature
 
Title
 
Date 
 
 
 
 
 
/s/ Randy E. Buffington
 
President, Chief Executive Officer and Director (Principal Executive Officer)
 
April 23, 2015
Randy E. Buffington
 
 
 
 
 
 
/s/ Stephen M. Jones
 
Executive Vice President, Chief Financial Officer, and Secretary (Principal Financial and Accounting Officer)
 
April 23, 2015
Stephen M. Jones
 
 
 
 
 
 
/s/ Robert M. Buchan
 
Executive Chairman and Director
 
April 23, 2015
 Robert M. Buchan
 
 
 
 
 
 
/s/ John W. Ivany
 
Director
 
April 23, 2015
John W. Ivany
 
 
 
 
 
 
/s/ Stephen A. Lang
 
Director
 
April 23, 2015
Stephen A. Lang
 
 
 
 
 
 
/s/ Cameron A. Mingay
 
Director
 
April 23, 2015
Cameron A. Mingay
 
 
 
 
 
 
/s/ Terry M. Palmer
 
Director
 
April 23, 2015
Terry M. Palmer
 
 
 
 
 
 
/s/ Carl Pescio
 
Director
 
April 23, 2015
Carl Pescio
 
 
 
 
 
 
/s/ A. Murray Sinclair
 
Director
 
April 23, 2015
A. Murray Sinclair
 
 
 
 
 
 
/s/ Robert G. Wardell
 
Director
 
April 23, 2015
Robert G. Wardell
 
 
 
 
 
 

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EXHBIT INDEX
Exhibit
Number
Description of Document
Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession.
2.1†
Arrangement and Merger Agreement, dated as of September 22, 2006, between Vista Gold Corp., Allied Nevada Gold Corp., Carl Pescio and Janet Pescio (incorporated herein by reference to Exhibit 10.1 of Allied Nevada Gold Corp.’s Registration Statement on Form 10 filed with the SEC on January 12, 2007).
2.2†
Amendment to Arrangement and Merger Agreement, dated as of May 8, 2007, among Vista Gold Corp., Allied Nevada Gold Corp., Carl Pescio and Janet Pescio (incorporated herein by reference to Exhibit 10.1 of Allied Nevada Gold Corp.’s Current Report on Form 8-K dated May 10, 2007 filed with the SEC on May 16, 2007).
Articles of Incorporation and By-laws.
3.1†
First Amended and Restated Certificate of Incorporation of Allied Nevada Gold Corp. (incorporated herein by reference to Exhibit 3.1 of Allied Nevada Gold Corp.’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2011 filed with the SEC on November 7, 2011).
3.2†
By-laws of Allied Nevada Gold Corp., as amended April 15, 2014 (incorporated herein by reference to Exhibit 3.2 of Allied Nevada Gold Corp.’s Current Report on Form 8-K dated April 15, 2014 filed with the SEC on the same day).
Instruments Defining the Rights of Security Holders, Including Indentures.
4.1†
Indenture, dated as of May 25, 2012, between Allied Nevada Gold Corp. and Computershare Trust Company of Canada, as trustee (incorporated herein by reference to Exhibit 4.1 of Allied Nevada Gold Corp.’s Current Report on Form 8-K dated May 22, 2012 filed with the SEC on March 29, 2012).
4.2†
Guaranty, dated May 25, 2012, by Allied Nevada Gold Holdings LLC, Allied VGH Inc., Allied VNC Inc., Hycroft Resources & Development, Inc., Victory Exploration Inc., Victory Gold Inc., ANG Central LLC, ANG Cortez LLC, ANG Eureka LLC, ANG North LLC, ANG Northeast LLC, and ANG Pony LLC (incorporated herein by reference to Exhibit 4.1 of Allied Nevada Gold Corp.’s Current Report on Form 8-K dated May 22, 2012 filed with the SEC on March 29, 2012).
Material Contracts.
10.1†
Form of Allied Nevada Gold Corp. Indemnification Agreement, entered into with each of the following: Scott A. Caldwell, W. Durrand Eppler, John W. Ivany, Hal D. Kirby, Cameron A. Mingay, Terry M. Palmer, Carl Pescio, Michael B. Richings and Robert W. Wardell (incorporated herein by reference to Exhibit 10.8 of Amendment No. 1 to Allied Nevada Gold Corp.’s Registration Statement on Form 10 filed with the SEC on February 20, 2007).
10.2†
Form of Allied Nevada Gold Corp. Amended and Restated Indemnification Agreement, entered into with each of the following: Kerrigan L. Bjornson, Robert M. Buchan, Randy E. Buffington, Joseph Doherty, John W. Ivany, Stephen M. Jones, Stephen A. Lang, Deborah Lassiter, Cameron A. Mingay, Michael Murphy, Terry M. Palmer, Carl Pescio, Rebecca Rivenbark, A. Murray Sinclair, Jeffrey Snyder, Tracey Thom, Carl Waggoner, Robert W. Wardell and Warren Woods (incorporated herein by reference to Exhibit 10.2 of Allied Nevada Gold Corp.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013 filed with the SEC on February 24, 2014).
10.3†*
Allied Nevada Gold Corp. Special Stock Option Plan, dated February 7, 2007, and Form of Special Stock Option Agreement (incorporated herein by reference to Exhibit 10.6 of Amendment No. 1 to Allied Nevada Gold Corp.’s Registration Statement on Form 10 filed with the SEC on February 20, 2007).
10.4†*
Allied Nevada Gold Corp. 2007 Stock Option Plan, as amended, and Form of Stock Option Agreement (incorporated herein by reference to Appendix B to Allied Nevada Gold Corp.’s 2009 Definitive Proxy Statement on Form DEF 14A filed with the SEC on May 15, 2009).
10.5†*
Allied Nevada Gold Corp. Restricted Share Plan, as amended, and Form of Restricted Share Right Grant (incorporated herein by reference to Exhibit 10.5 of Allied Nevada Gold Corp.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013 filed with the SEC on February 24, 2014).
10.6†*
Allied Nevada Gold Corp. Deferred Phantom Unit Plan, as amended (incorporated herein by reference to Appendix C to Allied Nevada Gold Corp.’s 2011 Definitive Proxy Statement on Form DEF 14A filed with the SEC on September 26, 2011).
10.7†*
Form of Deferred Phantom Unit Grant Letter under the Allied Nevada Gold Corp. Deferred Phantom Unit Plan (incorporated herein by reference to Exhibit 10.7 of Allied Nevada Gold Corp.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 filed with the SEC on February 27, 2012).
10.8†*
Allied Nevada Gold Corp. Deferred Share Unit Plan, dated March 7, 2012 (incorporated herein by reference to Exhibit 10.1 of Allied Nevada Gold Corp.’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2012 filed with the SEC on November 5, 2012).
10.9†*
Form of Deferred Share Unit Grant Letter under the Allied Nevada Gold Corp. Deferred Share Unit Plan (incorporated herein by reference to Exhibit 10.8 of Allied Nevada Gold Corp.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012 filed with the SEC on February 25, 2013).
10.10†*
Allied Nevada Gold Corp. Supplemental Executive Retirement Plan, effective February 2, 2012 (incorporated herein by reference to Exhibit 10.10 of Allied Nevada Gold Corp.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013 filed with the SEC on February 24, 2014).
10.11†*
Allied Nevada Gold Corp. Performance and Incentive Pay Plan, effective May 1, 2014 (incorporated herein by reference to Exhibit 10.1 of Allied Nevada Gold Corp.’s Current Report on Form 8-K dated May 1, 2014 filed with the SEC on May 5, 2014).
10.12†*
Form of Performance and Incentive Pay Plan Grant Letter under the Allied Nevada Gold Corp. Performance and Incentive Pay Plan. (incorporated herein by reference to Exhibit 10.4 of Allied Nevada Gold Corp.’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2014 filed with the SEC on August 4, 2014)

21


10.13†*
Employment Agreement, dated as of January 11, 2008, between Allied Nevada Gold Corp. and Scott A. Caldwell (incorporated herein by reference to Exhibit 10.1 of Allied Nevada Gold Corp.’s Current Report on Form 8-K dated January 11, 2008 filed with the SEC on January 15, 2008).
10.14†*
Addendum No. 1 to Employment Agreement between Allied Nevada Gold Corp. and Scott A. Caldwell, dated December 29, 2008 (incorporated herein by reference to Exhibit 10.1 of Allied Nevada Gold Corp.’s Current Report on Form 8-K dated December 29, 2008 filed with the SEC on December 31, 2008).
10.15†*
Separation and Settlement Agreement, dated as of May 29, 2013, by and between Allied Nevada Gold Corp. and Scott Caldwell (incorporated herein by reference to Exhibit 10.1 of Allied Nevada Gold Corp.’s Current Report on Form 8-K dated May 29, 2013 filed with the SEC on June 4, 2013).
10.16†*
Amended and Restated Employment Agreement, dated as of December 20, 2013, between Allied Nevada Gold Corp. and Stephen M. Jones (incorporated herein by reference to Exhibit 10.2 of Allied Nevada Gold Corp.’s Current Report on Form 8-K dated December 19, 2013 filed with the SEC on January 23, 2014).
10.17†*
Employment Agreement, dated as of February 13, 2012, between Allied Nevada Gold Corp. and Gary W. Banbury (incorporated herein by reference to Exhibit 10.1 of Allied Nevada Gold Corp.’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2012 filed with the SEC on May 7, 2012).
10.18†*
Release of All Claims, dated June 3, 2013, between Allied Nevada Gold Corp. and Gary W. Banbury (incorporated herein by reference to Exhibit 10.1 of Allied Nevada Gold Corp.’s Current Report on Form 8-K dated June 3, 2013 filed with the SEC on June 6, 2013).
10.19†*
Amended and Restated Employment Agreement, dated as of December 19, 2013, between Allied Nevada Gold Corp. and Randy Buffington (incorporated herein by reference to Exhibit 10.1 of Allied Nevada Gold Corp.’s Current Report on Form 8-K dated December 19, 2013 filed with the SEC on January 23, 2014).
10.20†
Second Amended and Restated Credit Agreement, dated as of December 27, 2013, between Allied Nevada Gold Corp. and The Bank of Nova Scotia (incorporated herein by reference to Exhibit 10.1 of Allied Nevada Gold Corp.’s Current Report on Form 8-K dated December 27, 2013 filed with the SEC on December 30, 2013).
10.21†
Third Amended and Restated Credit Agreement, dated as of May 8, 2014 between Allied Nevada Gold Corp., The Bank of Nova Scotia, and Wells Fargo Bank (National Association) (incorporated herein by reference to Exhibit 10.1 of Allied Nevada Gold Corp.’s Current Report on Form 8-K dated May 8, 2014 and filed with the SEC on May 9, 2014).
10.22†
Confirmation of Cross Currency Swap Transaction, dated June 18, 2012, between Allied Nevada Gold Corp. and The Bank of Nova Scotia (incorporated herein by reference to Exhibit 10.3 of Allied Nevada Gold Corp.’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012 filed with the SEC on August 7, 2012).
10.23†
Term and Security Deposit Loan Agreement, dated March 27, 2013, between Hycroft Resources & Development, Inc. and Caterpillar Financial Services corporation (incorporated herein by reference to Exhibit 10.2 of Allied Nevada Gold Corp.’s Current Report on Form 8-K dated March 26 2013 filed with the SEC on March 29, 2013).
10.24†
Guaranty of Indebtedness by Allied Nevada Gold Corp. (incorporated herein by reference to Exhibit 10.3 of Allied Nevada Gold Corp.’s Current Report on Form 8-K dated March 26, 2013 filed with the SEC on March 29, 2013).
10.25†
Purchase and Sale Agreement, dated April 22, 2014, between WK Mining (USA) Ltd. and Allied VNC Inc. and Hasbrouck Production Company LLC (incorporated herein by reference to Exhibit 10.1 of Allied Nevada Gold Corp.’s Current Report on Form 8-K dated April 22, 2014 and filed with the SEC on April 23, 2014).
10.26†
Form of Securities Purchase Agreement, entered into with each of the following: Capital Ventures International, Empery Asset Master Ltd., Empery Tax Efficient LP, Empery Asset Tax Efficient II, LP, Graham Macro Strategic LTD and Hudson Bay Capital Master Fund Ltd. (incorporated herein by reference to Exhibit 10.1 of Allied Nevada Gold Corp.’s Current Report on Form 8-K dated December 9, 2014 filed with the SEC on the same day).
10.27†
Form of Common Stock Purchase Warrant (incorporated herein by reference to Exhibit 10.1 of Allied Nevada Gold Corp.’s Current Report on Form 8-K dated December 8, 2014 filed with the SEC on December 9, 2014).
10.28†
Form of Lock-up Agreement, dated as of December 12, 2014, between Allied Nevada Gold Corp. and each of Robert Buchan, Carl Pescio, Randy Buffington and Stephen M. Jones (incorporated herein by reference to Exhibit 10.1 of Allied Nevada Gold Corp.’s Current Report on Form 8-K dated December 12, 2014 filed with the SEC on December 15, 2014).
10.29†
Restructuring Support Agreement, dated as of March 10, 2015, among Allied Nevada Gold Corp., Allied Nevada Gold Holdings LLC, Allied VGH Inc., Allied VNC Inc., ANG Central LLC, ANG Cortez LLC, ANG Eureka LLC, ANG North LLC, ANG Northeast LLC, ANG Pony LLC, Hasbrouck Production Company LLC, Hycroft Resources & Development, Inc., Victory Exploration Inc., Victory Gold Inc., the Initial Consenting Noteholders (as defined therein) and the Initial Secured Lenders (as defined therein) (incorporated herein by reference to Exhibit 10.1 of Allied Nevada Gold Corp.’s Current Report on Form 8-K dated March 10, 2015 filed with the SEC on March 10, 2015).
10.30†
Form of Secured Debtor in Possession Multiple Draw Credit Agreement (incorporated herein by reference to Exhibit 10.1 of Allied Nevada Gold Corp.’s Current Report on Form 8-K dated March 10, 2015 filed with the SEC on March 10, 2015).
Subsidiaries of the Registrant.
21.1†
Subsidiaries of the Registrant (incorporated herein by reference to Exhibit 21.1 of Allied Nevada Gold Corp.’s initial Annual Report on Form 10-K dated March 27, 2015 filed with the SEC on March 27, 2015).
Rule 13a-14(a)/15d-14(a) Certifications.
31.1
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.
31.2
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.
Section 1350 Certifications.
32.1†
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (incorporated herein by reference to Exhibit 32.1 of Allied Nevada Gold Corp.’s initial Annual Report on Form 10-K dated March 27, 2015 filed with the SEC on March 27, 2015).

22


32.2†
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (incorporated herein by reference to Exhibit 32.2 of Allied Nevada Gold Corp.’s initial Annual Report on Form 10-K dated March 27, 2015 filed with the SEC on March 27, 2015).
Mine Safety Disclosure Exhibits.
95.1
Mine Safety Disclosures (incorporated herein by reference to Exhibit 95.1 of Allied Nevada Gold Corp.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 filed with the SEC on March 27, 2015).
Interactive Data File.
101.INS
XBRL Instance Document (incorporated herein by reference to Exhibit 101.INS of Allied Nevada Gold Corp.’s initial Annual Report on Form 10-K dated March 27, 2015 filed with the SEC on March 27, 2015).
101.SCH
XBRL Taxonomy Extension Schema Document (incorporated herein by reference to Exhibit 101.SCH of Allied Nevada Gold Corp.’s initial Annual Report on Form 10-K dated March 27, 2015 filed with the SEC on March 27, 2015).
101.CAL
XBRL Taxonomy Calculation Linkbase Document (incorporated herein by reference to Exhibit 101.CAL of Allied Nevada Gold Corp.’s initial Annual Report on Form 10-K dated March 27, 2015 filed with the SEC on March 27, 2015).
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document (incorporated herein by reference to Exhibit 101.DEF of Allied Nevada Gold Corp.’s initial Annual Report on Form 10-K dated March 27, 2015 filed with the SEC on March 27, 2015).
101.LAB
XBRL Taxonomy Label Linkbase Document (incorporated herein by reference to Exhibit 101.LAB of Allied Nevada Gold Corp.’s initial Annual Report on Form 10-K dated March 27, 2015 filed with the SEC on March 27, 2015).
101.PRE
XBRL Taxonomy Presentation Linkbase Document (incorporated herein by reference to Exhibit 101.PRE of Allied Nevada Gold Corp.’s initial Annual Report on Form 10-K dated March 27, 2015 filed with the SEC on March 27, 2015).

† Not filed herewith, but incorporated herein by reference.
* Management contract or compensatory plan or arrangement.



23