Re: restricted stock, from the S1/A:
"Upon the closing of this offering and the concurrent placement, MiningCo
will have an aggregate of 11,586,894 shares of common stock outstanding,
assuming no exercise of the underwriters' over-allotment option and no exercise
of outstanding options or warrants. Of the outstanding shares, the 3,000,000
shares being sold in this offering will be freely tradable, except that any
shares held by "affiliates" of MiningCo may only be sold in compliance with the
limitations described below. The remaining 8,586,894 shares of common stock will
be deemed "restricted securities" that may be sold in the public market only if
registered or if they qualify for an exemption from registration under Rules
144, 144(k) or 701 promulgated under the Securities Act. These rules are
summarized below.
Subject to the lock-up agreements described below and the provisions of
Rules 144, 144(k) and 701, additional shares will be available for sale in the
public market as follows:
NUMBER OF SHARES DATE
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3,128 After the date of this prospectus
24,442 Upon the filing of a registration statement to register for resale shares
of common stock issuable upon the exercise of options granted under
MiningCo's stock option plan
5,075,537 After 180 days from the date of this prospectus (subject, in some cases,
to volume limitations)
3,483,787 At various times after 180 days from the date of this prospectus
In general, under Rule 144, as currently in effect, a person (or persons
whose shares are required to be aggregated), including an affiliate, who has
beneficially owned shares for at least one year is entitled to sell, within any
three-month period commencing 90 days after the date of this prospectus, a
number of shares that does not exceed the greater of (i) 1% of the then
outstanding shares of common stock (approximately 115,869 shares immediately
after this offering and the concurrent placement) or (ii) the average weekly
trading volume in the common stock during the four calendar weeks preceding the
date on which notice of that sale is filed, subject to restrictions. In
addition, a person who is not deemed to have been an affiliate of MiningCo at
any time during the 90 days preceding a sale and who has beneficially owned the
shares proposed to be sold for at least two years is entitled to sell those
shares under Rule 144(k) without regard to the requirements described above. To
the extent that shares are acquired from an affiliate of MiningCo, the acquiring
person's holding period for the purpose of effecting a sale under Rule 144
commences on the date of transfer from the affiliate. "
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