ITEM
1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
In connection with the closing of the
Arrangement (as defined in Item 2.01 below), on June 24, 2010, Apollo Gold
Corporation (which following the completion of the Arrangement (as defined in
Item 2.01 below) changed its name to Brigus Gold Corp. (“Brigus”); for purposes
of this Form 8-K, including with respect to the time prior to the name change,
Apollo Gold Corporation is referred to as Brigus) entered into a severance
agreement (the “Severance Agreement”) with R. David Russell, its Chief Executive
Officer and President who, in connection with the Arrangement, resigned as
director and Chief Executive Officer and President of
Apollo. Pursuant to the Severance Agreement, Brigus agreed to pay
$1,710,000 in severance (plus the cost of 36 months of COBRA continued health
care coverage to Mr. Russell, his spouse and eligible dependents) to Mr. Russell
in full satisfaction of all amounts owing to Mr. Russell under his employment
agreement with Brigus. In addition, Brigus and Mr. Russell agreed
that any stock options granted to the Officer and outstanding as of March 31,
2010 will remain exercisable until the earlier to occur of (i) the regularly
scheduled expiration of such option or (ii) the first anniversary of the closing
of the Arrangement (as defined below in Item 2.01). The Severance
Agreement also provides that:
|
·
|
Each
party provides a general release of claims against the
other;
|
|
·
|
For
a period of one year following the closing of the Arrangement (as defined
in Item 2.01 below), Mr. Russell agrees not to have any agreement,
arrangement or understanding of any kind with Calais Resources Inc.,
Calais Resources Colorado, Inc., or any of their respective affiliates,
successors or assigns (collectively, “Calais”) until Brigus has received
payment in full (including principal and all accrued interest and fees) in
respect of all Calais promissory notes held by Brigus (the
“Notes”);
|
|
·
|
For
a period of one year following the closing of the Arrangement (as defined
in Item 2.01 below), Mr. Russell agrees not to own, manage or have any
interest or contractual relationship in any property or mineral interests
located within 10 miles (the “Area of Interest”) of the exterior
boundaries of any property or mineral interests currently owned, leased,
optioned, held under any other contractual arrangement or otherwise being
explored, developed or mined by Brigus (or any of its Affiliates,
successors or assigns, including, without limitation, Linear Gold Corp.)
(the “Brigus Subject Property”) or Calais (the “Calais Subject Property”
and, together with the Brigus Subject Property, the “Subject Property”),
or be employed by, render any services for, participate in, engage in,
enter into a joint venture with, permit his name to be used in connection
with, or be connected in any manner with the ownership, management
(including by being a member of a board of directors or similar governing
body), operation, or control of any person owning, managing, operating,
controlling the Subject Property or any property within the Area of
Interest; provided, however, that the restrictions set forth in this
bullet point with respect to Calais Subject Property will terminate upon
payment in full to Brigus (including all principal and accrued interest
and other fees) of the Notes; and
|
|
·
|
For
a period of one year following the closing of the Arrangement (as defined
in Item 2.01 below), Mr. Russell will not hire, solicit, induce, recruit
or encourage any of Brigus’s or any of its affiliate’s employees,
consultants or business relations to leave their employment or terminate
their relationship with Brigus or any of its
affiliates.
|
The foregoing description of the
Severance Agreement is not complete and is qualified in its entirety by
reference to Exhibit 10.1 attached hereto, which is incorporated herein by
reference.
Brigus and Mr. Russell have discussed
the possibility of Mr. Russell investing up to $800,000 in the common shares of
Brigus following the closing of the Arrangement (as defined below in Item
2.01). Any such investment by Mr. Russell would be subject to
negotiation of final terms and definitive documentation, as well as customary
closing conditions (including stock exchange approvals).
ITEM
2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF
ASSETS
On June 25, 2010, Brigus completed the
previously announced combination with Linear Gold Corp.
(“Linear”). Pursuant to the terms and conditions of the Arrangement
Agreement, dated March 31, 2010 (the “Arrangement Agreement”), among Brigus,
1526735 Alberta ULC, an unlimited liability company existing under the laws of
the Province of Alberta and wholly owned by Brigus (“Subco”), and Linear, the
businesses of Brigus and Linear were combined by way of a court-approved plan of
arrangement (the “Arrangement”) pursuant to the provisions of the
Business Corporations Act
(Alberta) (“ABCA”).
Pursuant to the Arrangement
Agreement:
|
·
|
Subco
and Linear were amalgamated pursuant to the
ABCA;
|
|
·
|
after
giving effect to the Share Consolidation (as defined below in Item 3.03),
each outstanding Linear common share outstanding immediately prior to the
effective time of the Arrangement was exchanged for 1.3686 Brigus common
shares (the “Exchange Ratio”);
|
|
·
|
after
giving effect to the Share Consolidation (as defined below in Item 3.03),
each warrant to purchase a Linear common share (a “Linear Warrant”)
outstanding immediately prior to the effective time of the Arrangement
(the “Effective Time”) was exchanged for a warrant to purchase a Brigus
common share (a “Brigus Replacement Warrant”) which is exercisable to
acquire, on the same terms and conditions as were applicable to such
Linear Warrant immediately prior to the Effective Time, the number of
Brigus common shares (rounded to the nearest whole number) equal to the
product of: (A) the number of Linear common shares subject to such Linear
Warrant immediately prior to the effective time of the Arrangement (the
“Effective Time”); and (B) 1.3686; the exercise price per Brigus common
share subject to any such Brigus Replacement Warrants shall be an amount
(rounded to the nearest cent) equal to the quotient of: (A) the exercise
price per Linear common share subject to such Linear Warrant immediately
prior to the Effective Time divided by (B) 1.3686;
and
|
|
·
|
after
giving effect to the Share Consolidation (as defined below in Item 3.03),
each outstanding option to purchase a Linear common share ( “Linear
Option”) outstanding immediately prior to the effective time of the
Arrangement granted under Linear’s Stock Option Plan was exchanged for
options of Brigus (the “Brigus Replacement Options”) granted under
Brigus’s Stock Option Plan which are exercisable to acquire, on the terms
and conditions set forth in the Brigus Stock Option Plan, the number of
Brigus common shares (rounded to the nearest whole number) equal to the
product of: (A) the number of Linear common shares subject to such Linear
Option immediately prior to the Effective Time and (B) 1.3686; the
exercise price per Brigus common share subject to any such Brigus
Replacement Option shall be an amount (rounded to the nearest cent) equal
to the quotient of: (A) the exercise price per Linear common share subject
to such Linear Option immediately prior to the Effective Time divided by
(B) 1.3686; provided that employees of Linear who held Linear Options and
whose employment was terminated in connection with the Arrangement had
their Linear Options exchanged for Brigus Replacement Options which shall
expire on the earlier of: (i) the current expiry date of the corresponding
Linear Options; and (ii) the first anniversary of the date of completion
of the Arrangement.
|
Upon consummation of the Arrangement,
the amalgamating corporations (Linear and Subco) became a single, wholly owned
subsidiary of Brigus and the shareholders of Linear, immediately prior to the
Arrangement, became the owners of approximately 42.9% of the outstanding common
stock of Brigus immediately following the effective date of the Arrangement
(calculated on a fully-diluted basis).
The foregoing description of the
Arrangement Agreement and the Arrangement is not complete and is qualified in
its entirety by reference to the Form 8-K filed with the Securities and Exchange
Commission on April 1, 2010 and the Arrangement Agreement attached thereto as
Exhibit 10.1, each of which is incorporated herein by reference.
ITEM
3.02 UNREGISTERED SALES OF EQUITY SECURITIES
Upon the closing of the Arrangement on
June 25, 2010 and pursuant to the Arrangement Agreement, Brigus issued
approximately (i) 60,520,802 (which number reflects the Share Consolidation
described in Item 3.03) common shares to former Linear stockholders, (ii)
11,191,680 (which number reflects the Share Consolidation described in Item
3.03)
Brigus
Replacement Warrants to former holders of Linear Warrants and (iii)
3,790,884
(which
number reflects the Share Consolidation described in Item 3.03) Brigus
Replacement Options to former holders of Linear Options. The number
of Brigus common shares, Brigus Replacement Warrants and Brigus Replacement
Options was determined based upon the Exchange Ratio, which was determined based
on an arms-length negotiation between Brigus and Linear. The issuance of Brigus
common shares, Brigus Replacement Warrants and Brigus Replacement Options in
connection with the Arrangement was made in reliance on the exemption from the
registration requirements of the Securities Act of 1933, as amended, provided by
Section 3(a)(10) thereof and applicable state laws.
The Brigus Replacement Options are
being granted under our Amended and Restated Stock Option Incentive Plan and
will be exercisable at the option of the holder thereof to acquire Brigus common
shares on the terms and conditions set forth in such plan. The Brigus
Replacement Options have exercise prices ranging from Cdn$0.76 to Cdn$2.20
(which Canadian dollar amounts reflect the Share Consolidation described in Item
3.03) and will expire at various times through October 5, 2014.
The Brigus Replacement Warrants are
exercisable at the option of the holder thereof. Of the 11,191,680
(which number
reflects the Share Consolidation described in Item 3.03)
Brigus Replacement
Warrants, there are 3,178,770 (which number reflects the Share Consolidation
described in Item 3.03) Brigus Replacement Warrants with an exercise price of
Cdn$1.08 (which Canadian dollar amount reflects the Share Consolidation
described in Item 3.03), 891,318 (which number reflects the Share Consolidation
described in Item 3.03) Brigus Replacement Warrants with an exercise price of
Cdn$1.56 (which Canadian dollar amount reflects the Share Consolidation
described in Item 3.03) and 7,121,592 (which number reflects the Share
Consolidation described in Item 3.03) Brigus Replacement Warrants with an
exercise price of Cdn$2.20 (which Canadian dollar amount reflects the Share
Consolidation described in Item 3.03). The Brigus Replacement
Warrants will expire at various times through November 19, 2014.
ITEM
3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY
HOLDERS
In connection with the closing of the
Arrangement, on June 25, 2010, Brigus filed articles of amendment to its
articles of incorporation to effect a consolidation (or reverse stock split)
(the “Share Consolidation”) of outstanding Brigus common shares on the basis of
one post-consolidation Brigus common share for every four Brigus common shares
outstanding immediately prior to the Share
Consolidation. Specifically, pursuant to the Share
Consolidation:
|
·
|
all
of the issued and outstanding Brigus common shares (which includes Brigus
common shares held by current holders of Brigus common shares and those
issued to former Linear stockholders in the Arrangement) will
automatically be consolidated on the basis of one post-consolidation
Brigus common share for every four Brigus common shares outstanding
immediately prior to the Share
Consolidation;
|
|
·
|
subject
to the terms and conditions of each optionholder’s option agreement with
Brigus and each warrantholder’s warrant certificate, the number of Brigus
common shares issuable upon the exercise of Brigus’s outstanding options
and warrants (which, following the consummation of the Arrangement, will
include Brigus common shares issuable upon the exercise of Brigus
Replacement Options and Brigus Replacement Warrants), the exercise price
thereof and the number of shares reserved for future issuances under
Brigus’s Stock Option Incentive Plan will be adjusted as appropriate to
reflect the Share Consolidation;
and
|
|
·
|
the
exercise price with respect to Brigus’s series A junior participating
preferred stock pursuant to Brigus’s Shareholder Rights Plan and the
number of Brigus common shares issuable upon exercise thereof shall be
proportionately adjusted to reflect the Share
Consolidation.
|
ITEM
5.02
|
DEPARTURE
OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF
PRINCIPAL OFFICERS
|
In connection with the closing of the
Arrangement and as contemplated by the Arrangement Agreement, on June 25, 2010,
the following members of the board of directors of Brigus
resigned: R. David Russell, Robert W. Babensee, Michael G. Hobart and
W.S. Vaughan. In addition, Mr. Russell resigned as Chief Executive
Officer and President of Brigus. Messrs. Hobart, Babansee and Vaughan
had served on the nominating committee of Brigus’s board of directors and Mr.
Russell had served on the technical committee of Brigus’s board of
directors. Their resignations were due to mutually agreed upon terms
contained in the Arrangement Agreement, not the result of any disagreement with
Brigus on any matter relating to Brigus’s operations, policies, practices or
otherwise.
Simultaneously with the foregoing
resignations, the following persons were appointed to Brigus’s board of
directors: Wade K. Dawe, Michael Gross and Derrick
Gill. Brigus has not yet determined the composition of its board
committees. In addition, Mr. Dawe was appointed Chief Executive
Officer and President of Brigus, Brian MacEachen was appointed Executive Vice
President and Secretary of Brigus and Howard Bird was appointed as Vice
President of Exploration. The terms of Mr. Dawe’s and Mr. MacEachen’s
employment by Brigus, including their compensation, will be set forth in
employment agreements to be negotiated between Brigus and each of Messrs. Dawe
and MacEachen following the closing of the Arrangement. However, the
terms of such agreements are expected to be similar (subject to negotiation
between such executive and Brigus) to the terms set forth in each of their
respective employment agreements with Linear.
Mr. Dawe’s existing employment
agreement with Linear provides that:
|
·
|
Mr.
Dawe is to be paid an annual base salary of Cdn$305,000 (with annual
salary increases equal to five percent) plus a bonus based on performance
targets to be agreed upon by Mr. Dawe and Linear’s board of
directors.
|
|
·
|
Mr.
Dawe is entitled to participate in insurance benefit plans maintained by
Linear, including payment by Linear of all premiums on a Cdn$1,000,000
life insurance policy.
|
|
·
|
Mr.
Dawe is entitled to option incentives to be granted from time to time by
the Linear board of directors.
|
|
·
|
Such
employment agreement may be terminated by Linear for just cause or without
cause and may be terminated by Mr. Dawe for any reason; the employment
agreement also terminates automatically upon Mr. Dawe’s death or a change
of control (defined generally as (i) any person becoming the beneficial
owner of Linear shares representing 50% or more of Linear’s outstanding
common shares or the combined voting power of Linear’s then-outstanding
shares, (ii) Linear being a party to any merger or consolidation, or
series of related transactions, that results in the voting shares of
Linear outstanding immediately prior thereto failing to continue to
represent at least 50% of the combined voting power of the voting shares
of Linear or the surviving entity outstanding immediately after such
transaction, (iii) sale or disposition of all or substantially all of
Linear’s assets, (iv) the majority of directors of the board of directors
change during the course of any consecutive 12 month period, (v) the
dissolution or liquidation of Linear or (vi) any transaction or series of
related transactions that has the substantial effect of any of the
foregoing).
|
|
·
|
If
Mr. Dawe is terminated by Linear without cause, he is entitled to a
lump sum payment equal to 24 months of his base salary (along with accrued
remuneration up to the date of termination and all unvested options that
would have vested during the 24 months following the termination will vest
immediately on termination.
|
|
·
|
If a
change of control occurs, Mr. Dawe is entitled to a lump sum equal to 36
months base salary plus 100% of any bonus due under the employment
agreement.
|
|
·
|
Mr.
Dawe is subject to customary confidentiality, non-competition and employee
non-solicitation provisions.
|
Mr. MacEachen’s existing employment
agreement with Linear provides that:
|
·
|
Mr.
MacEachen is to be paid an annual base salary of Cdn$240,000 (with annual
salary increases equal to five percent) plus a bonus based on performance
targets to be agreed upon by Mr. MacEachen and Linear’s board of
directors.
|
|
·
|
Mr.
MacEachen is entitled to participate in insurance benefit plans maintained
by Linear.
|
|
·
|
Mr.
MacEachen is entitled to option incentives to be granted from time to time
by the Linear board of directors.
|
|
·
|
Such
employment agreement may be terminated by Linear for just cause or without
cause and may be terminated by Mr. MacEachen for any reason; the
employment agreement also terminates automatically upon Mr. MacEachen’s
death or a change of control (defined generally as (i) any person becoming
the beneficial owner of Linear shares representing 50% or more
of Linear’s outstanding common shares or the combined voting power of
Linear’s then-outstanding shares, (ii) Linear being a party to any merger
or consolidation, or series of related transactions, that results in the
voting shares of Linear outstanding immediately prior thereto failing to
continue to represent at least 50% of the combined voting power of the
voting shares of Linear or the surviving entity outstanding immediately
after such transaction), (iii) sale or disposition of all or substantially
all of Linear’s assets, (iv) the majority of directors of the board of
directors change during the course of any consecutive 12 month period, (v)
the dissolution or liquidation of Linear or (vi) any transaction or series
of related transactions that has the substantial effect of any of the
foregoing).
|
|
·
|
If
Mr. MacEachen is terminated by Linear without cause, he is entitled
to a lump sum payment equal to 24 months of his base salary (along with
accrued remuneration up to the date of termination and all unvested
options that would have vested during the 24 months following the
termination will vest immediately on
termination.
|
|
·
|
If a
change of control occurs, Mr. MacEachen is entitled to a lump sum equal to
36 months base salary plus 100% of any bonus due under the employment
agreement.
|
|
·
|
Mr.
MacEachen is subject to customary confidentiality, non-competition and
employee non-solicitation
provisions.
|
Mr. Dawe served as President and Chief
Executive Officer of Linear Gold Corp. from 2003 until the closing of the
Arrangement. Mr. Dawe has significant experience in public markets
and finance and has been an entrepreneur in the mining and exploration industry
since 1994. He is the Chairman and a director of Linear Metals
Corporation, a TSX-listed base metal exploration company, and serves on the
board of directors of ImmunoVaccine Inc., a TSX-listed biotechnology
company, and NWest Energy Inc., a TSX-listed oil and gas exploration
company. Mr. Dawe earned his Bachelor of Commerce degree from
Memorial University of Newfoundland in 1992. A native of Newfoundland and
Labrador, Mr. Dawe now resides in Halifax, Nova Scotia.
Mr. MacEachen is a Chartered Accountant
with more than 20 years of experience in overseeing the financial management of
publicly-traded companies. Mr. MacEachen’s involvement in the mining
industry has spanned over 18 years. Mr. MacEachen served as an
Officer and Vice President of Linear Gold Corp. from January 2004 until the
closing of the Arrangement. Since June of 2006, Mr. MacEachen has
also served as President of Linear Metals Corporation, a TSX-listed base metal
exploration company. Prior to this, his experience includes senior
positions with Franco-Nevada Mining Corporation and Aur Resources
Inc. A native of Ontario, Mr. MacEachen earned his Bachelor of
Business Administration from St. Francis Xavier University and he currently
resides in Halifax, Nova Scotia.
Mr. Gross served on the board of
directors of Linear Gold Corp. from 2003 until the closing of the Arrangement,
during which period he chaired the compensation and governance
committees. Mr. Gross has extensive capital markets experience having
served in an executive role or as a director with a number of venture stage
companies. Mr. Gross is a director of Linear Metals Corporation, a
TSX-listed base metal exploration company, where he chairs the audit committee,
and he was a founder and chair of the board of NWest Energy Inc. prior to its
successful initial public offering in January 2008. Mr. Gross is also the
founder of Airway Tools Ltd, a company specializing in proprietary medical
devices.
Mr. Gill served on the board of
directors of Linear Gold Corp. from July 30, 2004
until the closing of the
Arrangement. Mr. Gill has been a director of Crosshair Exploration
& Mining Corp., a Canadian corporation listed on the TSX and NYSE Amex,
since 2008. Since 1998, Mr. Gill has also served as Chairman of the Board of
Directors of GENESIS Group Inc., the commercial research and development arm of
Memorial University of Newfoundland. In addition, Mr. Gill has served
as a principal consultant of Strategic Concepts, Inc., which provides strategic
planning and financial modeling services to major resource companies operating
in the mining and oil and gas industries in Canada, since 1990. From 1995 to
2007, Mr. Gill was Executive Vice President and a Director of Voisey's Bay
Nickel Company Limited and, in 1995 and 1996, he held the same positions at
Diamond Fields Resources Inc. Mr. Gill was President of Bristol
Communications Inc. from 1977 to 1995 and earned a Bachelor of Commerce degree
from Memorial University of Newfoundland in 1969.
In addition, on June 29, 2010, Brigus
announced that it appointed Richard (Rick) Allan as Chief Operating Officer and
Vice President of Brigus, effective July 5, 2010. From March 2003 to
May 2010, Mr. Allan served as a Senior Director of Mining for Barrick Gold
Corporation, a gold mining company listed on the TSX and the New York Stock
Exchange, with responsibility for operations support, technical governance,
project development and mining research for Barrick’s global operations. His
extensive experience includes past positions of increasing responsibility in
mining, mine development, technical services and mine engineering, including a
position, from July 1987 to October 1991, as Chief Mine Engineer at the
Holt-McDermott Mine, then operated by Barrick, in the Kirkland Lake
district. Mr. Allan has a Bachelor’s degree in Mining with Honours
from Queen’s University, Ontario, and is a member of the Association of
Professional Engineers of British Columbia, the Association of Professional
Engineers of Ontario as well as the Canadian Institute of Mining and
Metallurgy.
ITEM
5.07
|
SUBMISSION
OF MATTERS TO A VOTE OF SECURITY
HOLDERS
|
On June 24, 2010, Brigus held an annual
and special meeting of stockholders for consideration of the following
proposals:
|
·
|
Proposal
1 – The Share Issuance Proposal: to consider and, if deemed
advisable, to approve an ordinary resolution (the “Share Issuance
Resolution”) approving the issuance of Brigus common shares (including the
Brigus common shares issuable upon exercise of Brigus Replacement Warrants
and Brigus Replacement Options), the Brigus Replacement Warrants and
Brigus Replacement Options, in each case in connection with the
Arrangement;
|
|
·
|
Proposal
2 – The Option Plan Amendment Proposal: conditional upon
approval of the Share Issuance Resolution, to consider and, if deemed
advisable, approve an ordinary resolution authorizing certain amendments
to the Brigus Stock Option Incentive Plan (the “Option Plan Amendment
Resolution”);
|
|
·
|
Proposal
3 – The Name Change Proposal: conditional upon approval of the
Share Issuance Resolution and the Option Plan Amendment Resolution, to
consider and, if deemed advisable, approve a special resolution
authorizing the filing of articles of amendment to change the name of
Brigus to “Brigus Gold Corp.” (the “Name Change
Resolution”);
|
|
·
|
Proposal
4 – The Share Consolidation Proposal: conditional upon approval
of the Share Issuance Resolution and the Option Plan Amendment Resolution,
to consider and, if deemed advisable, to approve a special resolution
authorizing the filing of articles of amendment to effect a consolidation
of Brigus common shares on the basis of one post-consolidation Brigus
common share for every four Brigus common shares outstanding immediately
prior to the share consolidation, such amendment to be effected as soon as
practicable following consummation of the Arrangement without further
approval or authorization of the Brigus shareholders (the “Share
Consolidation Resolution”);
|
|
·
|
Proposal
5 – The Director Election Proposal: to elect Robert W.
Babensee, G. Michael Hobart, Marvin K. Kaiser, David W. Peat, R. David
Russell, Charles E. Stott and W.S. (Steve) Vaughan as directors of
Brigus;
|
|
·
|
Proposal
6 – The Auditor Appointment Proposal: to re-appoint Brigus’s
independent auditors and to authorize the directors to fix their
remuneration; and
|
|
·
|
Proposal
7 – The Rights Plan Renewal Proposal: to consider and, if
deemed advisable, to approve an ordinary resolution ratifying Brigus’s
shareholder rights plan (the “Rights Plan
Resolution”).
|
Each of the foregoing proposals is
described in more detail in Brigus’s Definitive Proxy Statement on Schedule 14A
filed with the SEC on May 26, 2010.
At the meeting, there were present in
person or by proxy 205,779,987 Brigus common shares, representing approximately
60.88% of the total outstanding Brigus common shares. The results for
each of the proposals submitted to a vote of stockholders at the meeting are as
follows:
Proposal
|
Votes
For
|
Votes
Against/
Withheld
|
Abstention
|
Broker
Non-Vote
|
1.
|
Proposal
1 – The Share Issuance Proposal
|
85,433,535
|
3,958,407
|
N/A
|
53,877,566
|
2.
|
Proposal
2 – The Option Plan Amendment Proposal
|
145,287,178
|
6,604,764
|
N/A
|
53,877,566
|
3.
|
Proposal
3 – The Name Change Proposal
|
197,692,268
|
8,077,240
|
N/A
|
N/A
|
4.
|
Proposal
4 – The Share Consolidation Proposal
|
197,566,961
|
8,202,545
|
N/A
|
N/A
|
5.
|
Proposal
5 – The Director Election Proposal
|
|
|
|
|
|
Charles
E. Scott
|
148,410,591
|
3,481,351
|
N/A
|
53,877,566
|
|
R.
David Russell
|
147,363,063
|
4,528,879
|
N/A
|
53,877,566
|
|
W.S.
(Steve) Vaughan
|
148,318,202
|
3,573,740
|
N/A
|
53,877,566
|
|
G.
Michael Hobart
|
148,281,669
|
3,610,273
|
N/A
|
53,877,566
|
|
Robert
W. Babensee
|
148,345,968
|
3,545,974
|
N/A
|
53,877,566
|
|
Marvin
K. Kaiser
|
148,422,458
|
3,469,484
|
N/A
|
53,877,566
|
|
David
W. Peat
|
148,431,133
|
3,460,809
|
N/A
|
53,877,566
|
6.
|
Proposal
6 – The Auditor Appointment Proposal
|
199,877,487
|
5,892,021
|
N/A
|
N/A
|
7.
|
Proposal
7 – the Rights Plan Renewal Proposal
|
147,536,328
|
4,355,614
|
N/A
|
53,877,566
|
As a result of the foregoing voting
results, each of the foregoing proposals was approved.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a)
|
Financial
S
tatements of
B
usinesses to be
A
cquired
|
Filed as Exhibit 99.
1
herewith.
(b)
|
Pro Forma Financial
Information
|
|
Filed as Exhibit 99.
2
herewith.
|
|
(d)
|
Exhibits
|
|
|
|
|
3.1
|
Articles of Amendment
of
Brigus
|
|
10.1
|
Severance
Agreement, dated June 25, 2010,
between
Brigus
and R. David
Russell
|
|
10.2
|
Amended and Restated
Brigus
Stoc
k Option Incentive Plan (as of
June 25, 2010)
(incorporated by reference to Schedule
J
to
Brigus
’
s Definiti
ve Proxy Statement on Schedule 14A
filed with the SEC on May 26,
2010)
|
|
99.
1
|
Historical Consolidated Financial
Statements of Linear
(incorporated by
reference to Schedule M to
Brigus
’
s Definitive Proxy Statement on
Schedule 14A filed with the SEC on May 26,
2010)
|
|
99.
2
|
Unaudited Pro Forma Consolidated
Financial Statements of
Brigus
(incorporated by reference to
Schedule N to
Brigus
’
s Definitive Proxy
Statement on Schedule 14A filed
with the SEC on May 26,
2010)
|
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date: June
30, 2010
|
BRIGUS
GOLD CORP.
|
|
|
|
|
|
|
|
By:
|
/s/ Melvyn Williams
|
|
|
Melvyn
Williams
|
|
|
Chief
Financial Officer and Senior Vice President – Finance and Corporate
Development
|
EXHIBIT INDEX
Exhibit
No.
|
|
Description
|
3.1
|
|
Articles of Amendment of
Brigus
|
10.1
|
|
Severance Agreement, dated June
25, 2010, between Brigus and R. David Russell
|
10.2
|
|
Amended and Restated Brigus Stock
Option Incentive Plan (as of June 25, 2010) (incorporated by reference to
Schedule J to Brigus’s Definitive Proxy Statement on Schedule 14A filed
with the SEC on May 26, 2010)
|
99.1
|
|
Historical Consolidated Financial
Statements of Linear (incorporated by reference to Schedule M to Brigus’s
Definitive Proxy Statement on Schedule 14A filed with the SEC on May 26,
2010)
|
99.2
|
|
Unaudited Pro Forma Consolidated
Financial Statements of Brigus (incorporated by reference to Schedule N
to Brigus’s Definitive Proxy Statement on Schedule 14A filed with the SEC
on May 26, 2010)
|