The family that owns about half of Kern County’s gold and silver mine near Mojave has offered to buy the other half from the Canadian company running the operation, the Bakersfield Californian has reported.

Golden Queen Mining Co. Ltd., said, this week, it has tentatively agreed to the Clay family’s offer of $4.25 million for the company’s 50% share of the heap-leaching mine in Soledad Mountain.

Prior to the mine’s 2016 opening with 101 employees, Golden Queen spent nearly 30 years preparing to mine gold and silver at the butte a few miles outside Mojave. Records show the company’s payroll had expanded to 218 by Sept. 30.

Tuesday’s announcement came less than a week after the family agreed to the deadline for a loan payment from the publicly traded company in Vancouver, British Columbia. The extension to Feb. 8 from Feb. 1 added $75,000 to the loan’s principal.

Golden Queen’s losses deepened to $2.4 million during the third quarter of last year. That was more than a quarter more money than the company reported losing a year earlier. More recent performance figures have not yet been made available.

The Clay family’s proposal comes with a pledge that if by June 20, 2020, it is able to sell Golden Queen’s share for at least $55 million — 12 times the purchase offer first disclosed Jan. 4 — then the family would refund the company 20% of the new sales price.

As part of the proposed purchase agreement, the Clay family, which is among the company’s top shareholders, has offered to forgive the $26.5 million it is owed by the company.

A committee of independent company directors was formed to negotiate a purchase deal with the family. The company has until April 1 to see if it can find a better price for its share of the mine.

The Clay family, through its fully owned company Auvergne LLC, has contributed equity and debt capital since the 1980s to fund development of the Soledad Mountain mine.

Auvergne’s manager, Thomas M. Clay, who filings say is based in Peterborough, N.H., has served on Golden Queen’s board since 2009 and currently serves as its chairman and CEO.

It wasn’t immediately clear who would operate the mine if the Clay family took full ownership of Golden Queen’s primary asset.

According to Golden Queen’s third-quarter earnings statement, revenue from operations rose by 2% from the same period a year before as the mine increased gold production by 4.4% to hit 12,255 ounces. Silver production increased 109% over the same period to reach 100,408 ounces.

The company’s stock, which trades on the OTCQX market under the symbol “GQMNF,” was selling Wednesday afternoon for about 3 cents a share, down from a 12-month high of about 17 cents a share in June.

As of Sept. 30, Golden Queen has continued to develop the mine’s East Pit, which when complete was expected to provide most of the operation’s ore for two years or more. The company expressed hope the pit would provide higher-quality ore and less waste.

Golden Queen has applied for permission from the County of Kern to add infrastructure and operations it says might extend the life of the mine beyond the 11 years anticipated when a feasibility study was conducted in 2015.

Company records show production of gold and silver at the mine has increased but it’s still not enough to turn a profit.

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(1) comment

jmillsintacoma

This deal is subject to a vote of the disinterested shareholders. As a shareholder, I have no idea why the disinterested shareholders would approve of a sale now that the business is on the verge of profitability, everyone has held on through the lean years, and gold is on a huge upswing.

It's interesting that the Clay family is trying to buy the mine - not sell their interest. And, they are basically trying to buy up the mine now at a fraction of what it's worth, based on stock prices that have no real relationship to the value of the mine since the stock is so thinly traded that it's apparent none of the substantial stockholders are trading.

One year ago, the management extracted 13.5 cents a share in a rights offering, encouraging existing shareholders to increase their holdings without indicating at all that the Clay family creditors were not going to extend or restructure their loans into something that is financially feasible for the company. Had they so advised the shareholders, or if they had arranged a default in advance of the rights offering, it's doubtful any shareholder would have participated. As it is, they extracted many millions from existing shareholders, and are now offering to buy the new shares (and old shares) for about half what shareholders put up only a year ago.

We will see what happens when the disinterested shareholders vote, but again I can't see why this deal would be accepted.

If the Clay family wants to declare a default as to their loans, rather than restructure the loans, then I suppose it all ends up in a receivership or bankruptcy. But, at least that would treat all shareholders alike, and the Clay family might get paid for its shares what the other shareholders get for theirs if an outside buyer is found. In that event, of course, the Clays lose control of the mine they've built along with all the other shareholders.

Given the risks, and the offer, I would think, rather than surrender our one-half of the mine to the Clay family for a pittance, it makes sense to push it all into bankruptcy if needed to find a buyer who will take out all shareholders (including the Clays) for the same price.

But, I guess we'll see when the shareholders vote.

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