As filed with the Securities and Exchange Commission on November 19, 2014
Registration
No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
ALLIED NEVADA GOLD CORP.
(Exact name of registrant as specified in its charter)
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| Delaware |
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20-5597115 |
| (State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification No.) |
9790 Gateway Drive, Suite 200
Reno, NV 89521
(775)
358-4455
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Randy E. Buffington
President and Chief Executive Officer
Allied Nevada Gold Corp.
9790 Gateway Drive, Suite 200
Reno, Nevada 89521
(775)
358-4455
(Name, address, including zip code, and telephone number, including area code, of agent for service)
with a copy to:
David S. Stone, Esq.
Neal, Gerber & Eisenberg LLP
Two North LaSalle Street
Chicago, Illinois 60602
(312) 269-8000
APPROXIMATE
DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the registration statement becomes
effective.
If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment
plans, please check the following box. ¨
If any of the securities being
registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 (the “Securities Act”), other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. x
If this form is filed to
register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ¨
If this form is a
post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration
statement for the same offering. ¨
If this form is a registration statement
pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨
If this form is a post-effective amendment to a registration statement filed pursuant to
General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
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 under the Securities Exchange Act of 1934. (Check one):
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| Large accelerated filer |
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x |
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Accelerated filer |
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¨ |
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| Non-accelerated filer |
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¨ (Do not check if a smaller reporting company) |
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Smaller reporting company |
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CALCULATION OF REGISTRATION FEE
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| Title of each class
of securities to be registered |
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Amount to be
registered |
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Proposed maximum
offering price
per unit |
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Proposed maximum
aggregate
offering price |
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Amount of
registration fee |
| Common Stock, $0.001 par value per share |
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(1)(2) |
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(1)(2) |
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(1)(2) |
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N/A |
| Preferred Stock, $0.001 par value per share |
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(1)(2) |
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(1)(2) |
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(1)(2) |
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N/A |
| Warrants |
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(1)(2) |
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(1)(2) |
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(1)(2) |
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N/A |
| Debt Securities |
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(1)(2) |
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(1)(2) |
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(1)(2) |
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N/A |
| Total |
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(1)(2) |
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(1)(2) |
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$250,000,000 |
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$29,050(3) |
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Not specified as to each class of securities to be registered pursuant to General Instruction II.D of Form S-3 under the Securities Act. |
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An indeterminate amount of securities of each identified class is being registered as may from time to time be offered hereunder at indeterminate prices, along with an indeterminate number of securities that may be
issued upon exercise, settlement, exchange or conversion of securities offered or sold hereunder. Separate consideration may or may not be received for securities that are issued upon conversion, exercise or exchange of other securities.
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Calculated pursuant to Rule 457(o) of the rules and regulations of the Securities Act. |
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay
its effective date until the registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until the registration
statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a) may determine.
The information in this prospectus is not complete and may be changed. We may not sell
these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where
the offer or sale is not permitted.
Subject to Completion, dated November 19, 2014
PROSPECTUS
ALLIED NEVADA GOLD CORP.
COMMON STOCK
PREFERRED STOCK
WARRANTS
DEBT SECURITIES
Allied Nevada Gold Corp. may
offer to sell, from time to time in one or more offerings, common stock, preferred stock, warrants and debt securities.
We will provide the specific
terms of any offering and the offered securities in supplements to this prospectus. Any prospectus supplement may also add, update or change information contained in this prospectus. You should read this prospectus and all accompanying prospectus
supplements, including any information incorporated by reference, carefully before you make your investment decision.
We may offer these securities in
amounts, at prices and on terms determined at the time of offering. The securities may be sold directly to you, through agents, or through underwriters and dealers. For additional information regarding the methods of sale, you should refer to the
section entitled “Plan of Distribution”. If any agents or underwriters are involved in the sale of any of these securities, the applicable prospectus supplement will provide the names of the agents or underwriters and applicable fees,
commissions or discounts.
This prospectus may not be used to consummate any sales of securities unless accompanied by a prospectus supplement which
will describe the method and terms of the offering.
Our common stock is traded on the NYSE MKT LLC and on the Toronto Stock Exchange under the symbol
“ANV.” Our principal executive offices are located at 9790 Gateway Drive, Suite 200, Reno, Nevada 89521, and our telephone number is (775) 358-4455.
Investing in our securities involves a high degree of risk. See “Risk Factors” on page 1 of this
prospectus for a discussion of certain risks that you should consider in connection with an investment in our securities.
Neither the Securities
and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is
, 2014.
TABLE OF CONTENTS
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About This Prospectus
Unless the context otherwise requires, references in this prospectus to “Allied Nevada,” “we,” “our,”
“us” and similar terms refer to Allied Nevada Gold Corp. and its consolidated subsidiaries.
This prospectus is part of a
registration statement that we filed with the Securities and Exchange Commission, referred to in this prospectus as the “SEC,” using a “shelf” registration process. Under this shelf registration process, we may, from time to
time, sell any combination of common stock, preferred stock, warrants or debt securities as described in this prospectus, in one or more offerings. This prospectus provides you with a general description of the securities that we may offer. Each
time that securities are sold, a prospectus supplement containing specific information about the terms of that offering will be provided. The prospectus supplement may also add, update or change information contained in this prospectus. You should
read both this prospectus and any prospectus supplement together with additional information described under the sections entitled “Where You Can Find More Information” and “Incorporation by Reference”.
You should rely only on the information contained or incorporated by reference in this prospectus and any prospectus supplement. We have not
authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. Allied Nevada is not making an offer to sell these securities in any jurisdiction where the
offer or sale is not permitted.
This prospectus does not offer to sell or ask for offers to buy any of the securities in any jurisdiction
where it is unlawful, where the person making the offer is not qualified to do so, or to any person who cannot legally be offered the securities.
You should assume that the information in this prospectus is accurate only as of the date of this prospectus. Our business, financial
condition, results of operations and prospects may have changed since that date.
Risk Factors
Investment in any securities offered pursuant to this prospectus or any prospectus supplement involves risks. Please carefully consider the
risk factors described in any prospectus supplement and in our periodic reports filed with the SEC, which are incorporated by reference in this prospectus. Before making investment decisions, you should carefully consider these risks as well as
other information we include or incorporate by reference in this prospectus or include in any applicable prospectus supplement. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our
business operations. Please also refer to the section below entitled “Cautionary Statement Regarding Forward-Looking Statements”.
Where You Can Find More Information
We are subject to the information and reporting requirements of the Securities Exchange Act of 1934, as amended, which we refer to as the
“Exchange Act,” under which we file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F
Street, N.E., Washington, D.C. 20549. Copies of such material also can be obtained at the SEC’s website, www.sec.gov or by mail from the SEC’s Public Reference Room, at prescribed rates. Please call the SEC at 1-800-SEC-0330 for further
information on the Public Reference Room.
This prospectus is part of a registration statement we filed with the SEC. This prospectus
omits some information contained in the registration statement in accordance with SEC rules and regulations. You should review the information and exhibits in the registration statement for further information on us and our consolidated subsidiaries
and the securities we are offering. Statements in this prospectus concerning any document we filed as an exhibit to the registration statement or that we otherwise filed with the SEC are not intended to be comprehensive and are qualified by
reference to these filings. You should review the complete document to evaluate these statements.
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Incorporation By Reference
The SEC allows us to “incorporate by reference” the information we file with them, which means that we can disclose important
information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information.
We incorporate by reference the documents listed below which have been filed with the SEC:
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Our Annual Report on Form 10-K for the year ended December 31, 2013, filed on February 24, 2014 (including information specifically incorporated by reference from our Definitive Proxy Statement on Schedule 14A
filed with the SEC on March 19, 2014); |
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Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2014, June 30, 2014 and September 30, 2014, filed on May 5, 2014, August 4, 2014 and November 3, 2014,
respectively; |
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Our Current Reports on Form 8-K filed on April 15, 2014, April 23, 2014 (only with respect to Items 1.01 and 2.01 and Exhibits 10.1 and 99.1), May 5, 2014 (only with respect to Items 5.02 and
5.07 and Exhibit 10.1) and May 9, 2014 (only with respect to Items 1.01 and 2.03 and Exhibit 10.1); and |
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The description of our common stock on Form 10 filed on January 12, 2007, including any amendments or reports filed for the purpose of updating such description. |
All documents filed by us under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than any information furnished pursuant to
Item 2.02 or Item 7.01 of any Current Report on Form 8-K unless we specifically state in such Current Report that such information is to be considered “filed” under the Exchange Act or we incorporate it by reference into a filing
under the Securities Act of 1933, as amended, which we refer to as the “Securities Act,” or under the Exchange Act) from the date of this prospectus until the sale of all securities registered hereunder shall be deemed to be incorporated
by reference in this prospectus. Any statement contained in this prospectus or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus to the extent
that a statement contained in any subsequently filed document which is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this prospectus.
We will provide to each person, including any beneficial owner, to whom a
prospectus is delivered, upon written or oral request, a copy of any or all of the reports or documents that have been incorporated by reference in this prospectus but not delivered with the prospectus. You may access a copy of any or all of these
filings, free of charge, at our website, www.alliednevada.com, or by writing us at the following address or telephoning us at the number below:
Allied Nevada Gold Corp.
Attn:
Investor Relations
9790 Gateway Drive, Suite 200
Reno, Nevada 89521
(775) 358-4455
You may also direct your requests via e-mail to info@alliednevada.com.
Information on our website is not incorporated into this prospectus or other securities filings and is not a part of these filings.
Cautionary Statement Regarding Forward-Looking Statements
In addition to historical information, this prospectus, the documents incorporated by reference in this prospectus and other written reports
and oral statements made from time to time by us may contain forward-looking statements within the meaning of Section 27A of the Securities Act, Section 21E of the Exchange Act, and the
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Private Securities Litigation Reform Act of 1995 (the “PSLRA”) or in releases made by 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, including but not limited to such things as:
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our future business strategy, plans and goals; |
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future gold and silver prices; |
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our estimated future capital expenditures, construction, and other cash needs and expectations as to the funding or timing thereof; |
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our anticipated liquidity, cash flows, cash operating costs and adjusted cash costs1 ; |
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the availability, terms and costs related to future borrowing, debt repayment, and equity funding; |
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our expectations regarding the growth of our business and our estimates of mineral reserves and mineralized material; |
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the timing and economic potential of the transitional and sulfide mineralization and milling project at the Hycroft Mine; |
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the anticipated results of the exploration drilling programs at our properties; |
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the projected amounts of our future costs and expenses; |
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our expectations regarding gold and silver recovery; |
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our estimated future production, cost of production, sales and cost of sales; |
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our plans and expectations regarding the use of the crushing system, the crushing system’s impact on our operations, and permanent and temporary corrections and modifications of the crushing system;
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our plans and expectations regarding the development of our properties, including with respect to the Hycroft Mine; and |
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our plans and expectations regarding the sale of certain assets, including with respect to certain assets held for sale. |
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. Important factors that could cause actual results,
performance or achievements to differ materially from those in the forward-looking statements include, but are not limited to:
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volatile market prices of gold and silver; |
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our current intention or future decisions whether or not to use forward-sale arrangements; |
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our ability to raise additional capital on favorable terms or at all; |
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risks associated with our substantial level of indebtedness; |
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risks related to the heap leaching process at the Hycroft Mine, including but not limited to gold recovery rates, gold extraction rates, leach pad remediation processes, and the grades of ore placed on our leach pads;
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The term “adjusted cash costs” is a non-GAAP financial measure calculated on a per ounce of gold sold basis, and includes all direct and indirect operating cash costs related to the physical activities of
producing gold, including mining, processing, third party refining expenses, on-site administrative and support costs, royalties, and mining production taxes, net of by-product revenue earned from silver sales. Adjusted cash costs provides
management and investors with a further measure, in addition to conventional measures prepared in accordance with GAAP, to assess the performance of our mining operations and ability to generate cash flows over multiple periods. Non-GAAP financial
measures do not have any standardized meaning prescribed by GAAP and, therefore, may not be comparable to similar measures presented by other mining companies. Accordingly, adjusted cash costs are intended to provide additional information and
should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. |
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an increase in the cost or timing of new projects; |
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uncertainties concerning estimates of mineral reserves and mineralized materials, and grading; |
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our ability to achieve our estimated production rates and stay within our estimated operating costs; |
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our ability to attract and retain personnel; |
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availability of equipment or supplies; |
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intense competition within the mining industry; |
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the commercial success of our exploration and development activities; |
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uncertainties related to our ability to find and acquire new mineral properties; |
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cost of compliance with current and future government regulations, including those related to environmental protection, mining, health and safety, corporate governance and public disclosure; |
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uncertainties relating to obtaining or retaining approvals and permits from governmental regulatory authorities; |
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potential operational and financial effects of current and proposed federal and state regulations related to environmental protection and mining, and the exposure to potential liability created by such regulations;
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the inherently hazardous nature of mining activities, including operational, geotechnical and environmental risks; |
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risks associated with the expansion of our operations, including those associated with any future acquisitions or joint ventures; |
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potential challenges to title in our mineral properties; and |
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potential conflicts of interests that may arise through some of our directors’ involvement with other natural resources companies. |
For a more detailed discussion of such risks and other important factors that could cause actual results to differ materially from those in
our forward-looking statements, please see the risk factors discussed in “Risk Factors” in this prospectus, “Part I—Item 1A. Risk Factors” in our Annual Report on Form 10-K, in our Quarterly Reports on Form 10-Q 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 prospectus and the documents incorporated by reference. In addition, even if our results,
performance or achievements are consistent with the forward looking statements contained in this prospectus, any prospectus supplement or the documents incorporated by reference herein, 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 prospectus 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.
Cautionary Note to Canadian Investors
Regarding Mineralized Material
We report reserve and mineralized material estimates in accordance with SEC Industry Guide 7. In
accordance with SEC Industry Guide 7, resources have been reported as “mineralized material”. Canadian investors are cautioned that estimates of mineralized material may differ from mineral resource estimates prepared in accordance with
the standards of the Canadian Institute of Mining, Metallurgy and Petroleum referred to in Canadian National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”). Canadian investors should review our
mineral resource estimates prepared in accordance with NI 43-101.
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The Company
We are a U.S.-based primary gold producer focused on mining, developing and exploring properties in the state of Nevada in a safe,
environmentally responsible, and cost-effective manner. Gold and silver sales represent 100% of our revenues and the market prices of gold and silver significantly impact our financial position, operating results, and cash flows.
Our operating mine, the Hycroft Mine, is an open-pit heap leach operation. In connection with the prefeasibility study for the Hycroft Mine,
as of December 31, 2013, we reported estimated proven and probable mineral reserves of 10.6 million ounces of gold and 467.1 million ounces of silver, which are contained in oxide (heap leach), transitional (heap leach and mill), and
sulfide (mill) ores. We currently recover metals contained in oxide and transitional ores through our recently expanded heap leach operations. In October 2014, M3 Engineering and Technology Corp. (“M3”), in association with the Company,
completed a feasibility study for a mill expansion which confirmed the results of the April 2014 prefeasibility study and improved on the overall economics of a mill expansion. The construction of a mill at Hycroft would allow us to recover metals
contained in additional transitional (mill) and the sulfide (mill) ores.
The Hycroft Mine, all of our mineral properties, and our
corporate office are all located in the state of Nevada. Our corporate headquarters is located at 9790 Gateway Drive, Suite 200, Reno, Nevada 89521, and our telephone number is (775) 358-4455. Our website is www.alliednevada.com. Information on
our website is not incorporated into this prospectus or other securities filings and is not part of these filings.
Ratio of Earnings to Fixed Charges
The following table sets forth our ratio of earnings to fixed charges for the periods
indicated. For purposes of computing the ratio of earnings to fixed charges, “earnings” consist of pre-tax earnings and fixed charges less interest capitalized. “Fixed charges” consist of interest expensed, interest capitalized
and amortized premiums, discounts and capitalized expenses related to indebtedness.
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Nine Months
Ended
September 30,
2014 |
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Fiscal Year Ended December 31, |
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2013 |
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2012 |
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1 |
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2 |
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3.17 |
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25.51 |
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61.26 |
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| 1 |
Pre-tax loss from continuing operations was $78.2 million and accordingly, the ratio of earnings to fixed charges was less than 1:1. We would have needed to generate $84.7 million of additional earnings to achieve a 1:1
ratio of earnings to fixed charges. |
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Pre-tax loss from continuing operations was $6.7 million and accordingly, the ratio of earnings to fixed charges was less than 1:1. We would have needed to generate $33.5 million of additional earnings to achieve a 1:1
ratio of earnings to fixed charges. |
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Pre-tax loss from continuing operations was $9.3 million and accordingly, the ratio of earnings to fixed charges was less than 1:1. We would have needed to generate $9.4 million of additional earnings to achieve a 1:1
ratio of earnings to fixed charges. |
Use of Proceeds
Unless otherwise indicated in the applicable prospectus supplement or other offering material, we will use the net proceeds from the sale of
the securities for general corporate purposes, which may include providing working capital, funding capital expenditures or repayment and refinancing of debt. Net proceeds may be temporarily invested prior to use.
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Description of the Securities
Our authorized capital stock consists of 200,000,000 shares of common stock, $0.001 par value per share, and 10,000,000 shares of preferred
stock, $0.001 par value per share. As of November 18, 2014, there were approximately 104,438,336 shares of common stock issued and outstanding. We have no shares of preferred stock outstanding. Our common stock is traded on the NYSE MKT LLC and the
Toronto Stock Exchange under the symbol “ANV”.
Common Stock
Our common stock is described in our registration statement on Form 10, which we filed with the SEC on January 12, 2007, including any
amendments or reports filed for the purpose of updating such description, and which is incorporated by reference into this prospectus. We will distribute a prospectus supplement with regard to each issue of common stock. Each prospectus supplement
will describe the specific terms of the common stock offered through that prospectus supplement.
Preferred Stock
We may issue preferred stock in one or more series with any rights and preferences that may be authorized by our board of directors. We will
distribute a prospectus supplement with regard to each particular series of preferred stock. Each prospectus supplement will describe, as to the series of preferred stock to which it relates:
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the title of the series; |
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preference, if any, to which holders of the series will be entitled upon our liquidation; |
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the terms, if any, on which the series may be redeemed; |
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the voting rights, if any, of the holders of the preferred stock; |
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the dividends, if any, that will be payable with regard to the series; |
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the right, if any, of the holders of the series to convert it into another class of our stock or securities; and |
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any other material terms of the preferred stock. |
Any or all of these rights may be greater than the rights of
the holders of common stock.
Warrants
We may issue warrants for the purchase of our common stock, preferred stock or debt securities. Warrants may be issued independently or
together with our common stock, preferred stock, or debt securities and may be attached to or separate from any offered securities. Each series of warrants will be issued under a separate warrant agreement to be entered into between us and a bank or
trust company, as warrant agent. The warrant agent will act solely as our agent in connection with the warrants and will not have any obligation or relationship of agency or trust for or with any holders or beneficial owners of warrants. A copy of
the warrant agreement will be filed with the SEC in connection with the offering of warrants. For the terms of a particular series of warrants, you should refer to the prospectus supplement for that series of warrants and the warrant agreement for
that particular series.
The prospectus supplement relating to a particular issue of warrants will describe the terms of those warrants,
including the following:
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the title of the warrants; |
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the offering price for the warrants, if any; |
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the aggregate number of warrants; |
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the designation and terms of securities that may be purchased upon exercise of the warrants; |
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if applicable, the designation and terms of the securities together with which the warrants are issued and the number of warrants issued with each security; |
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any date from which the warrants and any securities issued with them will be separately transferable; |
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the principal amount of or number of shares of stock that may be purchased upon exercise of a warrant and the price at which the debt securities may be purchased upon exercise; |
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the dates on which the right to exercise the warrants will commence and expire; |
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any minimum or maximum amount of the warrants that may be exercised at any one time; |
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if applicable, a discussion of material United States Federal or other income tax considerations; |
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any anti-dilution provisions of the warrants; |
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any redemption or call provisions applicable to the warrants; and |
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any additional terms of the warrants, including terms, procedures, and limitations relating to the exchange and exercise of the warrants. |
Debt Securities
The debt
securities covered by this prospectus will be our general obligations. Subject to compliance with our credit facilities and the indenture related to our outstanding notes, we will issue debt securities under a separate indenture to be entered into
between us and a trustee that we will name in the prospectus supplement (the “indenture”).
We have summarized the provisions of
the indenture and the debt securities below. You should read the indenture for more details regarding the provisions we describe below and for other provisions that may be important to you. We have filed the form of the indenture with the SEC as an
exhibit to this registration statement, and we will include the applicable final indenture and any other instrument establishing the terms of any debt securities we offer as exhibits to a filing we will make with the SEC in connection with that
offering. Please read “Incorporation by Reference.”
In this summary description of the debt securities, all references to
“Allied Nevada,” “us,” we” or “our” mean Allied Nevada Gold Corp. only, unless we state otherwise or the context clearly indicates otherwise.
General
The debt
securities may rank equally with, or senior or subordinate to, all our unsecured and unsubordinated debt. The indentures will not limit the amount of debt we may issue under the indenture, and, unless we inform you otherwise in the prospectus
supplement, they will not limit the amount of other unsecured debt or securities we may incur or issue. We may issue debt securities under the indenture from time to time in one or more series, each in an amount we authorize prior to issuance.
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Unless we inform you otherwise in the prospectus supplement, the indenture and the debt
securities will not contain:
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any covenants or other provisions designed to protect holders of the debt securities in the event we participate in a highly leveraged transaction; or |
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provisions that give holders of the debt securities the right to require us to repurchase their securities in the event of a decline in our credit rating resulting from a takeover, recapitalization or similar
restructuring or otherwise. |
The prospectus supplement relating to any series of debt securities being offered will include
specific terms relating to the offering. These terms will include some or all of the following:
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the title of the debt securities; |
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the total principal amount of the debt securities; |
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the price or prices (expressed as a percentage of the principal amount) at which we will sell the debt securities; |
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whether the debt securities are senior or subordinated to any other debt securities we may have issued; |
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whether we will issue the debt securities in individual certificates to each holder or in the form of temporary or permanent global securities held by a depository on behalf of holders; |
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the date or dates on which the principal of and any premium on the debt securities will be payable; |
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any interest rate, the date from which interest will accrue, interest payment dates and record dates for interest payments; |
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whether and under what circumstances any additional amounts with respect to the debt securities will be payable; |
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the place or places where payments on the debt securities will be payable; |
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any provisions for redemption or early repayment; |
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any sinking fund or other provisions that would obligate us to redeem, purchase or repay the debt securities prior to maturity; |
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the dates on which, the price at which and the conditions (if any) under which we will repurchase debt securities at the option of the holders of debt securities; |
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the denominations in which we may issue the debt securities; |
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whether payments on the debt securities will be payable in foreign currency or currency units or another form, and whether payments on the debt securities will be payable by reference to any index or formula;
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the portion of the principal amount of the debt securities that will be payable if the maturity is accelerated, if other than the entire principal amount; |
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any additional means of defeasance of the debt securities, any additional conditions or limitations to defeasance of the debt securities or any changes to those conditions or limitations; |
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any changes or additions to the events of default or covenants this prospectus describes; |
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any restrictions or other provisions relating to the transfer or exchange of the debt securities; |
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any terms for the conversion or exchange of the debt securities for other securities issued by us; and |
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any other terms of the debt securities, whether in addition to, or by modification or deletion of, the terms described herein. |
We may sell the debt securities at a discount, which may be substantial, below their stated principal amount. Those debt securities may bear
no interest or may bear interest at a rate that at the time of issuance is below market rates.
Subsidiary Guarantees
If specified in the prospectus supplement, our subsidiaries may guarantee our obligations relating to our debt securities issued under this
prospectus.
The specific terms and provisions of each subsidiary guarantee, including any provisions relating to the subordination of any
subsidiary guarantee, will be described in the applicable prospectus supplement. The obligations of each subsidiary guarantor under its subsidiary guarantee will be limited as necessary to seek to prevent that subsidiary guarantee from constituting
a fraudulent conveyance or fraudulent transfer under applicable federal or state law.
Consolidation, Merger and Sale of Assets
Unless we inform you otherwise in the prospectus supplement, the indenture generally will permit a consolidation or merger between us
and another entity. It also will permit the sale by us of our assets substantially as an entirety. The indentures will provide, however, that we may consolidate with another entity to form a new entity or merge into any other entity or transfer or
dispose of our assets substantially as an entirety to any other entity only if:
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the resulting or surviving entity assumes the due and punctual payments on the debt securities and the performance of our covenants and obligations under the applicable indenture and the debt securities;
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immediately after giving effect to the transaction, no default or event of default would occur and be continuing; and |
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we deliver an officer’s certificate and opinion of counsel stating that such transaction complies with the indenture. |
Events of Default
Unless
we inform you otherwise in the prospectus supplement, the following will be events of default with respect to a series of debt securities:
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our failure to pay interest or any required additional amounts on any debt securities of that series for 30 days; |
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our failure to pay principal of or any premium on any debt securities of that series when due; |
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our failure to deposit any mandatory sinking fund payment for that series of debt securities when due for 30 days; |
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our failure to comply with any of our covenants or agreements in the debt securities of that series or the applicable indenture, other than an agreement or covenant that we have included in that indenture solely for the
benefit of other series of debt securities, for 90 days after written notice by the trustee or by the holders of at least 25% in principal amount of all the outstanding debt securities issued under that indenture that are affected by that failure;
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specified events involving our bankruptcy, insolvency or reorganization; and |
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any other event of default provided for in that series of debt securities. |
A default under
one series of debt securities will not necessarily be a default under another series. The trustee may withhold notice to the holders of the debt securities of any default or event of default, except in any payment on the debt securities, if the
trustee in good faith determines that withholding notice is in the interest of the holders of the debt securities.
If an event of default
for any series of debt securities occurs and is continuing, the trustee or the holders of at least 25% in principal amount of the outstanding debt securities of the series affected by the default, or, in some cases, 25% in principal amount of all
senior debt securities or subordinated debt securities affected, voting as one class, may declare the principal of and all accrued and all unpaid interest on those debt securities to be immediately due and payable. If an event of default relating to
events of bankruptcy, insolvency or reorganization occurs, the principal of and all accrued and unpaid interest on all debt securities will become immediately due and payable without any action on the part of the applicable trustee or any holder.
The holders of a majority in principal amount of the outstanding debt securities of the series affected by the default, or of all senior debt securities or subordinated debt securities affected, voting as one class, may in some cases rescind this
accelerated payment requirement. Depending on the terms of our other indebtedness, an event of default under either of the indentures may give rise to cross defaults on our other indebtedness.
A holder of a debt security of any series will be able to pursue any remedy under the applicable indenture only if:
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the holder gives the trustee written notice of a continuing event of default for that series; |
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the holders of at least 25% in principal amount of the outstanding debt securities of that series make a written request to the trustee to pursue the remedy; |
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the holder or holders offer to the trustee indemnity reasonably satisfactory to it; |
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the trustee fails to act for a period of 60 days after receipt of notice and offer of indemnity; and |
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during that 60-day period, the holders of a majority in principal amount of the debt securities of that series do not give the trustee a direction inconsistent with the request. |
This provision will not, however, affect the right of a holder of a debt security to sue for enforcement of any overdue payment.
In most cases, holders of a majority in principal amount of the outstanding debt securities of a series, or of all debt securities affected,
voting as one class, will be able to direct the time, method and place of:
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conducting any proceeding for any remedy available to the applicable trustee; and |
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exercising any trust or power conferred on the applicable trustee not relating to or arising under an event of default. |
Each indenture will require us to file with the trustee each year a written statement as to our compliance with the covenants contained in
that indenture.
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Modification and Waiver
We may amend or supplement either indenture if the holders of a majority in principal amount of the outstanding debt securities of all series
issued under the applicable indenture and affected by the amendment or supplement, acting as one class, consent to it. Without the consent of the holder of each debt security affected, however, no amendment or supplement may:
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reduce the amount of debt securities whose holders must consent to an amendment, supplement or waiver; |
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reduce the rate of or change the time for payment of interest on any debt security; |
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reduce the principal of, premium on or any mandatory sinking fund payment for any debt security; |
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change the stated maturity of any debt security; |
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reduce any premium payable on the redemption of any debt security or change the time at which any debt security may or must be redeemed; |
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change any obligation to pay additional amounts on any debt security; |
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make the payments on any debt security payable in any currency or currency unit other than as the debt security originally states; |
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impair the holder’s right to institute suit for the enforcement of any payment on any debt security; |
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make any change in the percentage of principal amount of debt securities necessary to waive compliance with specified provisions of the applicable indenture or to make any change in the applicable indenture’s
provisions for modification; |
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waive a continuing default or event of default regarding any payment on any debt security; or |
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with respect to the subordinated indenture, modify the provisions relating to the subordination of any subordinated debt security in a manner adverse to the holder of that security. |
We and the applicable trustee may agree to amend or supplement either indenture or waive any provision of either indenture without the consent
of any holders of debt securities in some circumstances, including:
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to cure any ambiguity, omission, defect or inconsistency; |
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to provide for the assumption of our obligations under the indenture by a successor upon any merger, consolidation or asset transfer; |
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to provide for uncertificated debt securities in addition to or in place of certificated debt securities or to provide for bearer debt securities; |
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to provide any security for or add guarantees of any series of debt securities; |
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to comply with any requirement to effect or maintain the qualification of the indenture under the Trust Indenture Act of 1939; |
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to add covenants that would benefit the holders of any debt securities or to surrender any rights we have under the indenture; |
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to add events of default with respect to any debt securities; |
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to make any change that does not adversely affect any outstanding debt securities of any series in any material respect; |
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to facilitate the defeasance or discharge of any series of debt securities if that change does not adversely affect the holders of debt securities of that series or any other series under the indenture in any material
respect; and |
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to provide for the acceptance of a successor or another trustee. |
The holders of a majority in
principal amount of the outstanding debt securities of any series, or of all senior debt securities or subordinated debt securities affected, voting as one class, may waive any existing or past default or event of default with respect to those debt
securities. Those holders may not, however, waive any default or event of default in any payment on any debt security or compliance with a provision that cannot be amended or supplemented without the consent of each holder affected.
The consent of the holders is not necessary under the indenture to approve the particular form of any proposed amendment. It is sufficient if
such consent approves the substance of the proposed amendment. After an amendment under an indenture becomes effective, we are required to mail to the holders of debt securities thereunder a notice briefly describing such amendment. However, the
failure to give such notice to all such holders, or any defect therein, will not impair or affect the validity of the amendment.
Discharge and Defeasance
We will be discharged from all obligations under the applicable indenture with respect to any series of debt securities, except for surviving
obligations relating to any conversion rights and to register the transfer or exchange of the debt securities, if:
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all debt securities of the series previously authenticated and delivered under the relevant indenture have been delivered to the indenture trustee for cancellation; or |
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all debt securities of that series have become due and payable or will become due and payable within one year, at maturity or by redemption, and |
we irrevocably deposit with the applicable trustee funds or government securities sufficient in the opinion of a nationally recognized firm of independent
public accountants to make payments on the debt securities of that series on the dates those payments are due.
To exercise our right to
be discharged, we must deliver to the applicable trustee an opinion of counsel and an officers’ certificate stating that all conditions precedent to the satisfaction and discharge of the applicable indenture have been complied with.
In addition to our right of discharge described above, we may deposit with the applicable trustee funds or government securities sufficient to
make payments on the debt securities of a series on the dates those payments are due and payable, then, at our option, either of the following will occur:
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we will be discharged from our obligations with respect to the debt securities of that series (“legal defeasance”); or |
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we will no longer have any obligation to comply with the restrictive covenants under the applicable indenture, and the related events of default will no longer apply to us, but some of our other obligations under the
indenture and the debt securities of that series, including our obligation to make payments on those debt securities, will survive (“covenant defeasance”). |
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If we defease a series of debt securities, the holders of the debt securities of the series
affected will not be entitled to the benefits of the applicable indenture, except for our obligations to:
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register the transfer or exchange of debt securities; |
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replace stolen, lost or mutilated debt securities; and |
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maintain paying agencies and hold moneys for payment in trust. |
Unless we inform you otherwise
in the prospectus supplement, we will be required to deliver to the applicable trustee an opinion of counsel that the deposit and related defeasance would not cause the holders of the debt securities to recognize income, gain or loss for United
States federal income tax purposes. If we elect legal defeasance, that opinion of counsel must be based on a ruling from the United States Internal Revenue Service or a change in law to that effect.
Governing Law
The
indentures and the debt securities will be governed by and construed in accordance with the laws of the State of New York.
Trustee
If an event of default occurs and is continuing, the trustee will be required to use the degree of care and skill of a prudent person
in the conduct of his own affairs. The trustee will become obligated to exercise any of its powers under the indenture at the request of any of the holders of any debt securities only after those holders have offered the trustee indemnity reasonably
satisfactory to it.
Each indenture will limit the right of the trustee, if it becomes one of our creditors, to obtain payment of claims
or to realize on certain property received for any such claim, as security or otherwise. The trustee may engage in other transactions with us. If it acquires any conflicting interest, however, it must eliminate that conflict or resign.
Form, Exchange, Registration and Transfer
We will issue the debt securities in registered form, without interest coupons. We will not charge a service charge for any registration of
transfer or exchange of the debt securities. We may, however, require the payment of any tax or other governmental charge payable for that registration.
Debt securities of any series will be exchangeable for other debt securities of the same series with the same total principal amount and the
same terms but in different authorized denominations in accordance with the applicable indenture. Holders may present debt securities for registration of transfer at the office of the security registrar or any transfer agent we designate. The
security registrar or transfer agent will effect the transfer or exchange when it is satisfied with the documents of title and identity of the person making the request.
Unless we inform you otherwise in the prospectus supplement, we will appoint the trustee under each indenture as security registrar for the
debt securities we issue under that indenture. If the prospectus supplement refers to any transfer agents initially designated by us, we may at any time rescind that designation or approve a change in the location through which any transfer agent
acts. We will be required to maintain an office or agency for transfers and exchanges in each place of payment. We may at any time designate additional transfer agents for any series of debt securities or rescind the designation of any transfer
agent.
In the case of any redemption, neither the security registrar nor the transfer agent will be required to register the transfer or
exchange of any debt security:
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during a period beginning 15 business days before the day of mailing of the relevant notice of redemption and ending on the close of business on that day of mailing; or |
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if we have called the debt security for redemption in whole or in part, except the unredeemed portion of any debt security being redeemed in part. |
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Payment and Paying Agents
Unless we inform you otherwise in the prospectus supplement, we will make payments on the debt securities in U.S. dollars at the office of the
applicable trustee or any paying agent we designate. At our option, we may make payments by check mailed to the holder’s registered address or, with respect to global debt securities, by wire transfer. Unless we inform you otherwise in the
prospectus supplement, we will make interest payments to the person in whose name the debt security is registered at the close of business on the record date for the interest payment.
Unless we inform you otherwise in the prospectus supplement, we will designate the trustee under each indenture as our paying agent for
payments on debt securities we issue under that indenture. We may at any time designate additional paying agents or rescind the designation of any paying agent or approve a change in the office through which any paying agent acts.
Subject to the requirements of any applicable abandoned property laws, the trustee and paying agent will repay to us upon written request any
funds held by them for payments on the debt securities that remain unclaimed for two years after the date upon which that payment has become due. After repayment to us, holders entitled to those funds must look only to us for payment.
Book-Entry Debt Securities
We may issue the debt securities of a series in the form of one or more global debt securities that would be deposited with a depositary or its
nominee identified in the prospectus supplement. We may issue global debt securities in either temporary or permanent form. We will describe in the prospectus supplement the terms of any depository arrangement and the rights and limitations of
owners of beneficial interests in any global debt security.
Plan of Distribution
We may sell the securities offered by this prospectus from time to time in one or more transactions, including without limitation:
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to or through underwriters or dealers; |
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directly to purchasers or to a single purchaser; |
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through a combination of any of these methods. |
The applicable prospectus supplement will set
forth the terms of the offering of the securities covered by this prospectus, including:
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the name or names of any underwriters, dealers or agents and the amounts of securities underwritten or purchased by each of them; |
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any delayed delivery arrangements; |
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the public offering price or purchase price of the securities and the proceeds to us from the sale of the securities and any discounts, commissions or concessions allowed or reallowed or paid to underwriters, dealers or
agents; and |
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any securities exchanges on which the securities may be listed. |
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The offer and sale of the securities described in this prospectus by us, underwriters or the
third parties described above may be effected from time to time in one or more transactions, including privately negotiated transactions, either:
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at a fixed price or prices, which may be changed; |
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at market prices prevailing at the time of sale; |
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at prices relating to such prevailing market prices; or |
Offerings of our equity securities under this prospectus may also be
made into an existing trading market for the securities in transactions at other than a fixed price, either:
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on or through the facilities of any national securities exchange or quotation service on which the securities may be listed, quoted or traded at |
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to or through a market maker otherwise than on the exchanges or quotation or trading services; or |
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through any other methods described in a prospectus supplement. |
The at-the-market offerings,
if any, will be conducted by underwriters, dealers or agents acting as our principal or agent, who may also be third party sellers of securities as described above.
Any public offering price and any discounts, commissions, concessions or other items constituting compensation allowed or reallowed or paid to
underwriters, dealers, agents or remarketing firms may be changed from time to time. Underwriters, dealers, agents or remarketing firms that participate in the distribution of the offered securities may be “underwriters” as defined in the
Securities Act. Any discounts or commissions they receive from us and any profits they receive on the resale of the offered securities may be treated as underwriting discounts and commissions under the Securities Act. We will identify any
underwriters, agents or dealers and describe their commissions, fees or discounts in the applicable prospectus supplement.
Sales through
Underwriters or Dealers
Underwriters or the third parties described above may offer and sell the offered securities from time to
time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. If underwriters are used in the sale of any securities, the securities will be acquired by the
underwriters for their own account and may be resold from time to time in one or more transactions described above. The securities may be either offered to the public through underwriting syndicates represented by managing underwriters, or directly
by underwriters. Generally, the underwriters’ obligations to purchase the securities will be subject to certain conditions precedent. The underwriters will be obligated to purchase all of the securities if they purchase any of the securities
unless otherwise specified in the applicable prospectus supplement in connection with any particular offering of securities.
During and
after an offering through underwriters, the underwriters may purchase and sell the securities in the open market. These transactions may include short sales, over-allotment and stabilizing transactions and purchases to cover positions created by
short sales. The underwriters may also impose a penalty bid, which means that selling concessions allowed to syndicate members or other broker-dealers for the offered securities sold for their account may be reclaimed by the syndicate if the offered
securities are repurchased by the syndicate in stabilizing or covering transactions. These activities may stabilize, maintain or otherwise affect the market price of the offered securities, which may be higher than the price that might otherwise
prevail in the open market. If commenced, the underwriters may discontinue these activities at any time.
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Some or all of the securities that we offer through this prospectus may be new issues of
securities with no established trading market. Any underwriters to whom we sell the offered securities for public offering and sale may make a market in those securities, but they will not be obligated to do so and they may discontinue any market
making at any time without notice. Accordingly, we cannot assure you of the liquidity of, or continued trading markets for, any securities that we offer.
We may sell some or all of the securities covered by this prospectus through:
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purchases by a dealer, as principal, who may then resell those securities to the public for its account at varying prices determined by the dealer at the time of resale; |
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block trades in which a dealer will attempt to sell as agent, but may position or resell a portion of the block, as principal, in order to facilitate the transaction; or |
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ordinary brokerage transactions and transactions in which a broker-dealer solicits purchasers. |
Direct
Sales and Sales through Agents
We may sell the securities directly. Direct sales to investors may be accomplished through
subscription offerings or through subscription rights distributed to our security holders. In connection with subscription offerings or the distribution of subscription rights to security holders, if all of the underlying offered securities are not
subscribed for, we may sell such unsubscribed offered securities to third parties directly and, in addition, whether or not all of the underlying offered securities are subscribed for, we may concurrently offer additional offered securities to third
parties directly.
If indicated in an applicable prospectus supplement, we may sell the securities through agents from time to time, which
agents may be affiliated with us. The applicable prospectus supplement will name any agent involved in the offer or sale of the securities and any commissions we pay to them. Generally, any agent will be acting on a best efforts basis for the period
of its appointment, unless otherwise specified in the applicable prospectus supplement.
Remarketing Arrangements
Offered securities may also be offered and sold in connection with a remarketing upon their purchase, in accordance with a redemption or
repayment pursuant to their terms, or otherwise, by one or more remarketing firms, acting as principals for their own accounts or as agents for us. Any remarketing firm will be identified and the terms of its agreements, if any, with us and its
compensation will be described in the applicable prospectus supplement.
Institutional Purchasers
We may authorize agents, underwriters or dealers to solicit offers from certain types of institutions to purchase securities from us at the
public offering price under delayed delivery contracts. These contracts would provide for payment and delivery on a specified date in the future. The applicable prospectus supplement will provide any such arrangement, including the offering price
and commissions payable on the solicitations.
Indemnification; Other Relationships
Agents, underwriters and other third parties described above may be entitled to indemnification by us against certain civil liabilities,
including liabilities under the Securities Act, or to contribution with respect to payments which the agents or underwriters may be required to make in respect thereof. Agents, underwriters and such other third parties may be customers of, engage in
transactions with, or perform services for us in the ordinary course of business.
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Experts
EKS&H LLLP, independent registered public accounting firm, has audited our consolidated financial statements, and the effectiveness of our
internal control over financial reporting as of December 31, 2013 included in our Annual Report on Form 10-K for the year ended December 31, 2013, as set forth in their report which is incorporated by reference in this prospectus. Our
financial statements are incorporated by reference in reliance on EKS&H LLLP’s report, given on their authority as experts in accounting and auditing.
Our estimates of proven and probable reserves are prepared by and are the responsibility of our employees, and a majority of these estimates
are reviewed and verified by independent experts in mining, geology and reserve determination.
Legal Matters
The validity of the securities offered hereby will be passed upon for us by Neal, Gerber & Eisenberg LLP of Chicago,
Illinois. If legal matters in connection with offerings made by this prospectus are passed on by counsel for the underwriters, dealers or agents, if any, that counsel will be named in the applicable prospectus supplement.
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PART II
INFORMATION NOT REQUIRED IN THIS PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the various expenses in connection with the sale and distribution of securities being registered, other than
discounts, concessions and brokerage commissions.
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| SEC registration fee |
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$ |
29,050 |
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| Legal fees and expenses |
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20,000 |
** |
| Accounting fees and expenses |
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25,000 |
** |
| Miscellaneous |
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5,000 |
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| Total |
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$ |
79,050 |
** |
We will bear all of the foregoing expenses.
Item 15. Indemnification of Directors and Officers.
Under Section 145 of Delaware General Corporation Law, referred to in this prospectus as the “DGCL,” a corporation has the
authority to indemnify any person who was or is a party or is threatened to be made a party to an action (other than an action by or in the right of the corporation) by reason of such person’s service as a director or officer of the
corporation, or such person’s service, at the corporation’s request, as a director, officer, employee or agent of another corporation or other enterprise, against amounts paid and expenses incurred in connection with the defense or
settlement of such action, if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the corporation’s best interests and, with respect to any criminal action or proceeding, had no reasonable
cause to believe that such person’s conduct was unlawful. If such person has been judged liable to the corporation in any action or proceeding brought by or in the right of the corporation, however, indemnification is only permitted to the
extent that the adjudicating court (or the court in which the action was brought) determines, despite the adjudication of liability, that such indemnification is proper.
As permitted by Section 145 of DGCL, our first amended and restated certificate of incorporation and our by-laws, as amended, provide
that we shall indemnify any director or officer of Allied Nevada or any person who was serving at our request as a director or officer of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise to the
fullest extent permitted under and in accordance with the DGCL. Our first amended and restated certificate of incorporation also eliminates in certain circumstances, to the fullest extent permitted under law, the liability of directors of Allied
Nevada for monetary damages for breach of their fiduciary duty as directors. This provision does not eliminate the liability of a director (i) for breach of the director’s duty of loyalty to Allied Nevada or our stockholders; (ii) for
acts or omissions by the director not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) for willful or negligent declaration of an unlawful dividend, stock purchase or redemption; or (iv) for
transactions from which the director derived an improper personal benefit. Such limitation of liability does not affect the availability of equitable remedies such as injunctive relief or rescission.
We maintain standard policies of insurance under which coverage is provided (a) to our directors and officers against loss arising from
claims made by reason of breach of duty or other act, and (b) to Allied Nevada with respect to payments which may be made by us to such officers and directors pursuant to the above indemnification provision or otherwise as a matter of law.
II-1
We have entered into indemnification agreements with certain of our directors and executive
officers. Each indemnification agreement generally provides that, subject to certain conditions, limitations and exceptions:
(1) we will
indemnify the indemnitee to the fullest extent permitted by applicable law for any reasonable expenses they incur in connection with any action, suit or other proceeding brought against the indemnitee as a result of his or her status as a director
or executive officer of Allied Nevada; and
(2) we will advance the expenses of an indemnitee prior to the final disposition of any
action, suit or other proceeding, following receipt by Allied Nevada of a statement requesting the advance and providing reasonable detail of expenses incurred.
Item 16. Exhibits.
|
|
|
| Exhibit No. |
|
Description |
|
|
| 1.1* |
|
Form of Underwriting Agreement. |
|
|
| 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 and filed with the SEC on April 15,
2014). |
|
|
| 4.1* |
|
Form of Preferred Stock Certificate of Designations |
|
|
| 4.2 |
|
Form of Indenture (incorporated herein by reference to Exhibit 4.2 of Allied Nevada Gold Corp.’s Form S-3ASR dated May 2, 2013 and filed with the SEC on May 2, 2013). |
|
|
| 4.3* |
|
Form of Debt Security |
|
|
| 4.4* |
|
Form of Warrant Agreement (including form of Warrant) |
|
|
| 5.1 |
|
Legal Opinion of Neal, Gerber & Eisenberg LLP. |
|
|
| 12.1 |
|
Computation of Ratio of Earnings to Fixed Charges |
|
|
| 23.1 |
|
Consent of Neal, Gerber & Eisenberg LLP (included as part of Exhibit 5.1). |
|
|
| 23.2 |
|
Consent of Independent Registered Public Accounting Firm of EKS&H LLLP. |
|
|
| 24.1 |
|
Powers of Attorney (included as part of the signature page of this Registration Statement). |
| * |
To be filed by amendment or as an exhibit to a document to be incorporated by reference herein. |
Item 17. Undertakings.
(a) The
undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective
amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
II-2
(ii) To reflect in the prospectus any facts or events arising after the effective
date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the
“Calculation of Registration Fee” table in the effective registration statement;
(iii) To include any material
information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
Provided, however, that paragraphs (i), (ii) and (iii) do not apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration
statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(2) That,
for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the
purpose of determining liability under the Securities Act of 1933 to any purchaser:
(i) Each prospectus filed by the
registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in
reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and
included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule
430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which the
prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the
registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to
such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
II-3
(5) That, for the purpose of determining liability of the registrant under the Securities Act of
1933 to any purchaser in the initial distribution of the securities:
The undersigned registrant undertakes that in a primary offering of
securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the
following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed
pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the registrant
or used or referred to by the registrant;
(iii) The portion of any other free writing prospectus relating to the offering
containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing
of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) The undersigned registrant hereby undertakes to supplement the
prospectus, after the expiration of the subscription period, to set forth the results of the subscription offer, the transactions by underwriters during the subscription period, the amount of unsubscribed securities to be purchased by the
underwriters, and the terms of any subsequent reoffering thereof. If any public offering by the underwriters is to be made on terms differing from those set forth on the cover page of the prospectus, a post-effective amendment will be filed to set
forth the terms of such offering.
(d) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
(e) The undersigned registrant hereby undertakes to file an
application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under
Section 305(b)(2) of the Act.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Reno, State of Nevada, on November 18, 2014.
|
|
|
| Allied Nevada Gold Corp. |
| (Registrant) |
|
|
|
|
|
|
|
| By: |
|
/s/ Randy E. Buffington |
|
|
Randy E. Buffington |
|
|
President and Chief Executive Officer |
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned persons whose signature appears below
constitutes and appoints RANDY E. BUFFINGTON and STEPHEN M. JONES, and each of them, with power to act without the other, such undersigned person’s true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution,
for such person and in his or her respective name, place and stead, in any and all capacities, to sign, execute and file this registration statement on Form S-3, and any and all amendments thereto, and to file the same, with all exhibits thereto and
all documents in connection therewith, with the Securities and Exchange Commission, or any other governmental or regulatory authority, granting unto each said attorneys-in-fact and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as such undersigned person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact or any of
them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the
Securities Act of 1933, as amended, this Registration Statement on Form S-3 has been signed on November 18, 2014 by the following persons in the capacities indicated:
|
|
|
| Signature |
|
Title |
|
|
| /s/ Randy E. Buffington |
|
President, Chief Executive Officer and Director |
| Randy E. Buffington |
|
(principal executive officer) |
|
|
| /s/ Stephen M. Jones |
|
Executive Vice President and Chief Financial Officer |
| Stephen M. Jones |
|
(principal financial officer and principal accounting officer) |
|
|
| /s/ Robert M. Buchan |
|
Executive Chairman and Director |
| Robert M. Buchan |
|
|
|
|
| /s/ John W. Ivany |
|
Director |
| John W. Ivany |
|
|
|
|
| /s/ Stephen A. Lang |
|
Director |
| Stephen A. Lang |
|
|
|
|
| /s/ Cameron A. Mingay |
|
Director |
| Cameron A. Mingay |
|
|
|
|
| /s/ Terry M. Palmer |
|
Director |
| Terry M. Palmer |
|
|
|
|
| /s/ Carl Pescio |
|
Director |
| Carl Pescio |
|
|
|
|
| /s/ A. Murray Sinclair |
|
Director |
| A. Murray Sinclair |
|
|
|
|
| /s/ Robert G. Wardell |
|
Director |
| Robert G. Wardell |
|
|
II-5
EXHIBIT INDEX
|
|
|
| Exhibit No. |
|
Description |
|
|
| 1.1* |
|
Form of Underwriting Agreement. |
|
|
| 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 and filed with the SEC on April 15,
2014). |
|
|
| 4.1* |
|
Form of Preferred Stock Certificate of Designations |
|
|
| 4.2 |
|
Form of Indenture (incorporated herein by reference to Exhibit 4.2 of Allied Nevada Gold Corp.’s Form S-3ASR dated May 2, 2013 and filed with the SEC on May 2, 2013). |
|
|
| 4.3* |
|
Form of Debt Security |
|
|
| 4.4* |
|
Form of Warrant Agreement (including form of Warrant) |
|
|
| 5.1 |
|
Legal Opinion of Neal, Gerber & Eisenberg LLP. |
|
|
| 12.1 |
|
Computation of Ratio of Earnings to Fixed Charges |
|
|
| 23.1 |
|
Consent of Neal, Gerber & Eisenberg LLP (included as part of Exhibit 5.1). |
|
|
| 23.2 |
|
Consent of Independent Registered Public Accounting Firm of EKS&H LLLP. |
|
|
| 24.1 |
|
Powers of Attorney (included as part of the signature page of this Registration Statement). |
| * |
To be filed by amendment or as an exhibit to a document to be incorporated by reference herein. |
Exhibit 5.1
November 18, 2014
Allied Nevada Gold Corp.
9790 Gateway Drive, Suite 200
Reno, Nevada 89521
| |
Re: |
Allied Nevada Gold Corp. |
Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as special
counsel for Allied Nevada Gold Corp., a Delaware corporation (the “Company”), in connection with the shelf registration statement on Form S-3 (the “Registration Statement”) being filed by the Company with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the “Act”). The Registration Statement relates to, among other things, the issuance and sale from time to time by the Company, pursuant to Rule 415 of the General Rules and
Regulations promulgated under the Act, of the following securities of the Company: (i) shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”); (ii) shares of the Company’s preferred stock, $0.001
par value per share (the “Preferred Stock”); (iii) warrants of the Company to purchase Common Stock, Preferred Stock or Debt Securities (as hereinafter defined) (the “Warrants”); and (iv) debt securities of the Company (the
“Debt Securities”) which may be issued in one or more series under an indenture to be entered into between the Company, and a trustee which the Company will name in a Prospectus Supplement (the “Trustee”), a form of which
Indenture is incorporated by reference as Exhibit 4.1 to the Registration Statement, and one or more supplemental indentures thereto (collectively, the “Indenture”) . The Common Stock, Preferred Stock, Warrants and Debt Securities are
collectively referred to herein as the “Securities.”
This opinion is being furnished in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement, the Prospectus or any Prospectus Supplement (both as hereinafter defined) other than
expressly stated herein with respect to the issue of the Securities.
In connection with this opinion letter, we have examined a draft of
the Registration Statement in the form in which it will be filed, which includes a form of base prospectus (the “Prospectus”), and a copy identified to our satisfaction of the indenture incorporated by reference as Exhibit 4.1 to the
Registration Statement. The Prospectus provides that it will be supplemented in the future by one or more supplements to the Prospectus (each, a “Prospectus Supplement”). In rendering the opinions set forth herein, we have also (i)
investigated such questions of law, (ii) examined originals or certified, conformed or reproduction copies of such agreements, instruments, documents and records of the Company, such certificates of public officials and such other documents, and
(iii) received such information from officers and representatives of the Company, in each case, as we have deemed necessary or appropriate for the purposes of these opinions.
In all such examinations, we have assumed the genuineness of all signatures, the legal capacity of all natural persons who have executed
documents, the completeness and authenticity of all original documents reviewed by us, and the conformity and completeness to original documents of all copies of documents submitted to us for review as conformed or reproduction copies. To the extent
it may be relevant to the opinions expressed below, we have assumed that: (i) the Registration Statement has become and remains effective under the Act, (ii) the Company will have sufficient authorized but unissued and unreserved shares of
Common Stock and Preferred Stock on the date of any issuance of shares registered pursuant to the Registration Statement, (iii) the parties to agreements, including the Indenture, other than the Company, have the power and authority to enter
into and perform their obligations under such agreements and to consummate the transactions contemplated thereunder, such agreements have been duly authorized, executed and delivered by, and constitute the legal, valid and binding obligations of,
such parties enforceable against such parties in accordance with their terms, and such parties will comply with all of their obligations under such agreements and all laws applicable thereto, and (iv) the Indenture will be duly executed and
delivered by the Trustee, the Indenture has been qualified under the Trust Indenture Act of 1939, as amended, and the Trustee has the requisite organizational and legal power and authority to perform its obligations under the Indenture and the
Indenture constitutes a legal, valid and binding obligation of the Trustee.
As to facts material to our opinions, we have relied without
independent investigation or verification upon the accuracy of factual statements, including representations of fact contained in certificates, agreements, oral or written statements or other records of or from public officials and officers and
representatives of the Company and others, and assumed compliance on the part of all parties to all agreements and documents, other than the Company, with their covenants and agreements contained therein. Except as expressly set forth herein, we
have not undertaken any independent investigation to determine the existence or absence of facts and no inference as to our knowledge or awareness concerning facts should be drawn from the fact that we have represented the Company or any affiliates
of the Company in this or other matters.
Based upon and subject to the foregoing and to the limitations, qualifications and exceptions set
forth below, we are of the opinion that:
1. With respect to shares of Common Stock, when (i) the terms of the issuance and sale of the
shares of Common Stock by the Company (including any Common Stock duly issued upon the exercise of any Warrants exercisable for Common Stock or upon the conversion or exchange of Debt Securities or Preferred Stock convertible into Common Stock) have
been duly authorized and approved by the Board of Directors of the Company or an authorized committee thereof (the “Board”) and all other necessary corporate action on the part of the Company has been taken in connection therewith and in a
manner so as not to violate any applicable law or result in a default under or breach of any agreement or instrument then binding on the Company and so as to comply with any requirement or restriction imposed by any court or governmental body having
jurisdiction over the Company, and (ii) such shares of Common Stock (including any Common Stock duly issued upon the exercise of any Warrants exercisable for Common Stock or upon the conversion or exchange of Debt Securities or Preferred Stock
convertible into Common Stock) have been duly issued and delivered against agreed-upon consideration therefor in an amount not less than the par value thereof, in accordance with such authorization and the terms of any agreement under which they are
sold and in the manner contemplated by the Registration Statement and/or the applicable Prospectus Supplement, such shares of Common Stock will be validly issued, fully paid and non-assessable.
2. With respect to any shares of Preferred Stock (including any Preferred Stock duly issued upon the exercise of any Warrants exercisable for
Preferred Stock or upon the conversion or exchange of Debt Securities convertible into Preferred Stock), when (i) in accordance with Section 151 of the General Corporation Law of the State of Delaware (the “DGCL”) and in conformity with
the certificate of incorporation and Bylaws of the Company, (a) the Board has fixed the powers, designations, preferences and relative, participating, optional or other rights, if any, and the qualifications, limitations or restrictions, if any, of
a series of Preferred Stock registered pursuant to the Registration Statement and adopted a certificate of designation pertaining to such series of Preferred Stock (the “Certificate of Designation”) in the form required by applicable law
and (b) proper and valid filing with the Office of the Secretary of State of the State of Delaware of such Certificate of Designation has been made, (ii) the terms of the issuance and sale of such shares of Preferred Stock have been duly established
and are then in conformity with the amended and restated certificate of incorporation of the Company, including the Certificate of Designation relating to the issuance of such shares of Preferred Stock, and the Bylaws so as not to violate any
applicable law or result in a default under or breach of any agreement or instrument then binding on the Company and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company,
and (iii) such shares of Preferred Stock (including any Preferred Stock duly issued upon the exercise of any Warrants exercisable for Preferred Stock or upon the conversion or exchange of Debt Securities convertible into Preferred Stock) have been
duly issued and delivered against agreed-upon consideration therefor in an amount not less than the par value thereof, in accordance with such authorization and the terms of any agreement under which they are sold and in the manner contemplated by
the Registration Statement and/or the applicable Prospectus Supplement, such shares of Preferred Stock will be validly issued, fully paid and non-assessable.
3. With respect to the Debt Securities, when (i) the terms of the issuance and sale of the Debt Securities have been established in conformity
with the Indenture and the Debt Securities have been duly authorized and approved by the Board and all other necessary corporate action on the part of the Company has been taken in connection therewith and in a manner so as not to violate any
applicable law or result in a default under or breach of any agreement or instrument then binding on the Company and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company,
and (ii) the Debt Securities have been duly authenticated by the Trustee and duly executed, issued and delivered on behalf of the Company against agreed-upon consideration therefor in accordance with such authorization and the terms of the Indenture
and any agreement under which they are sold and in the manner contemplated by the Registration Statement and/or the applicable Prospectus Supplement, such Debt Securities will constitute valid and binding obligations of the Company, enforceable
against the Company in accordance with their terms.
4. With respect to the Warrants, when (i) the terms of the issuance and sale of the
Warrants registered pursuant to the Registration Statement have been established in conformity with the applicable warrant agreement and duly authorized and approved by the Board and all other necessary corporate action on the part of the Company
has been taken in connection therewith and in a manner so as not to violate any applicable law or result in a default under or breach of any agreement or instrument then binding on the Company and so as to comply with any requirement or restriction
imposed by any court or governmental body having jurisdiction over the Company, and (ii) the applicable Warrants have been duly authorized, executed, authenticated, and delivered by the Company against agreed-upon consideration therefor in
accordance with the terms of the applicable warrant agreement and the terms of any other agreement under which they are sold or issued, and in the manner contemplated by the Registration Statement and/or applicable Prospectus Supplement, such
Warrants will constitute valid and binding obligations of the Company.
We express no opinion concerning the enforceability of any provision of any agreements or
documents, including without limitation the Indenture (i) providing for payments thereunder in a currency other than currency of the United States of America to the extent that a court of competent jurisdiction, under applicable law, will
convert any judgment rendered in such other currency into currency of the United States of America or to the extent that payment in a currency other than currency of the United States of America is contrary to applicable law or (ii) providing
for governmental authority to limit, delay or prohibit the making of payments outside the United States or in foreign currency or composite currency.
The opinions set forth above are subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and
other similar laws affecting creditors’ rights and remedies generally, (ii) general principles of equity including, without limitation, good faith, fair dealing and reasonableness, equitable defenses and limits as to the availability of
equitable remedies, whether such principles are considered in a proceeding at law or in equity, and (iii) the effect of public policy considerations that may limit the rights of the parties to obtain further remedies.
Our advice on every legal issue addressed in this letter is based exclusively on the federal securities laws of the United States of America,
the internal laws of the State of New York, solely with respect to the Indenture and the Debt Securities and, to the extent relevant to the opinions expressed herein, the applicable provisions of the DGCL. The manner in which any particular issue
relating to the opinions would be treated in any actual court case would depend in part on facts and circumstances particular to the case and would also depend on how the court involved chose to exercise the wide discretionary authority generally
available to it. None of the opinions or other advice contained in this letter considers or covers any foreign or state securities (or “blue sky”) laws or regulations.
The opinions expressed herein are limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters
expressly stated herein. The opinions expressed herein are given as of the date hereof, and we undertake no obligation to supplement this letter if any applicable laws change after the date hereof or if we become aware of any facts that might change
the opinions expressed herein after the date hereof or for any other reason.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the references to this firm under the caption “Legal Matters” in the Prospectus. In giving such consent we do not thereby admit that we are in the category of persons whose consent is required
under Section 7 of the Act or the rules and regulations of the Commission thereunder.
Sincerely,
/s/ Neal, Gerber & Eisenberg LLP
NEAL, GERBER & EISENBERG LLP
Exhibit 12.1
RATIO OF EARNINGS TO FIXED CHARGES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Nine months ended
September 30, |
|
|
Fiscal years ended December 31, |
|
| |
|
2014 |
|
|
2013 |
|
|
2012 |
|
|
2011 |
|
|
2010 |
|
|
2009 |
|
| (000’s except ratios) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Earnings |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Add: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Pre-tax (loss) income from continuing operations |
|
$ |
(78,165) |
|
|
$ |
(6,663) |
|
|
$ |
64,150 |
|
|
$ |
43,058 |
|
|
$ |
27,016 |
|
|
$ |
(9,342) |
|
| Fixed charges |
|
|
35,024 |
|
|
|
49,384 |
|
|
|
25,860 |
|
|
|
1,716 |
|
|
|
441 |
|
|
|
1,136 |
|
| Less: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Interest capitalized |
|
|
(6,550) |
|
|
|
(26,824) |
|
|
|
(7,952) |
|
|
|
(1,004) |
|
|
|
(441) |
|
|
|
(106) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(49,691) |
|
|
|
15,897 |
|
|
|
82,058 |
|
|
|
43,770 |
|
|
|
27,016 |
|
|
|
(8,312) |
|
| Fixed charges |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Interest expensed |
|
|
26,427 |
|
|
|
19,152 |
|
|
|
16,614 |
|
|
|
613 |
|
|
|
— |
|
|
|
943 |
|
| Interest capitalized |
|
|
6,550 |
|
|
|
26,824 |
|
|
|
7,952 |
|
|
|
1,004 |
|
|
|
441 |
|
|
|
106 |
|
| Amortized premiums, discounts and capitalized expenses related to indebtedness |
|
|
2,047 |
|
|
|
3,408 |
|
|
|
1,294 |
|
|
|
99 |
|
|
|
— |
|
|
|
87 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
35,024 |
|
|
$ |
49,384 |
|
|
$ |
25,860 |
|
|
$ |
1,716 |
|
|
$ |
441 |
|
|
$ |
1,136 |
|
| Ratio of earnings to fixed charges |
|
|
— (1) |
|
|
|
— (2) |
|
|
|
3.17 |
|
|
|
25.51 |
|
|
|
61.26 |
|
|
|
— (3) |
|
| (1) |
Pre-tax loss from continuing operations was $78.2 million and accordingly, the ratio of earnings to fixed charges was less than 1:1. We would have needed to generate $84.7 million of additional earnings to achieve a 1:1
ratio of earnings to fixed charges. |
| (2) |
Pre-tax loss from continuing operations was $6.7 million and accordingly, the ratio of earnings to fixed charges was less than 1:1. We would have needed to generate $ 33.5 million of additional earnings to achieve a 1:1
ratio of earnings to fixed charges. |
| (3) |
Pre-tax loss from continuing operations was $9.3 million and accordingly, the ratio of earnings to fixed charges was less than 1:1. We would have needed to generate $ 9.4 million of additional earnings to achieve a 1:1
ratio of earnings to fixed charges. |
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the reference to our firm under the caption “Experts” in this Registration Statement and related Prospectus of Allied Nevada
Gold Corp. (the “Company”) for the registration of common stock, preferred stock, warrants and debt securities, and to the incorporation by reference therein of our report dated February 24, 2014, relating to the consolidated
financial statements and internal control over financial reporting of the Company included in the Annual Report on Form 10-K of the Company for the year ended December 31, 2013.
/s/ EKS&H LLLP
EKS&H LLLP
Denver, Colorado
November 18, 2014