Rocket
Here's the latest from CSG. Also got notice that it begins trading under the symbol AGL tomorrow morning. My main focus on the filing was everything to do with the performance shares to the insiders. Looks like 7 million performance shares are subject to $45M in revenue and "brand expenditures" of $30M. No way of knowing how significant these benchmark #s are. Would appear that the initial consideration for the RTO included 1M shares to insider Daniels and are subject to a pooling arrangement until such time that it is confirmed that $870,000 (US or CDN?) in value is received by the company on its deal with ShopNow.com. Considering that we know that they already purchased $1M in stock at US $1.00, I would imagine that Daniel's stock is now free trading. Any additional thoughts?
Artgallerylive.com filing statement
Artgallerylive.com Management Ltd ALV
Shares issued 18,338,367
Tue 21 Sept 99 Filing Statement
The Vancouver Stock Exchange has accepted for filing the company's filing
statement dated Sept. 20, 1999, which discloses the following transactions:
Reverse Takeover
Pursuant to a share-purchase agreement dated June 1, 1999, the company
acquired all of the issued shares of 581985 B.C. Ltd. in consideration of
the issuance of one million trading shares to Trevor Daniel, seven million
performance shares (1.5 million to Michael Besson, 1.5 million to Trevor
Daniel, 2.5 million to Mel Reeves, and 1.5 million to William Trimble).
The performance shares are to be released on the basis of each $2.50 per
share of revenue generated from the operations of 581985 and Brand
Expenditures of $1.71 spent by 581985 with minor adjustments to the revenue
requirements if the revenues are not generated within a three-year period
and if additional equity is issued by the company at a subscription price
of less than 50 cents per share. Any shares not released within a 10-year
period will be subject to automatic cancellation.
The trading shares are subject to a pooling agreement whereby release is
subject to confirmation that $870,000 of value has been received by the
company under a marketing services agreement as described in item 5 (b)
below.
Non-brokered private placement
The VSE has accepted for filing a non-brokered private placement of:
No. of shares: 900,000
Price: 50 cents
Warrants: For 900,000 shares
Wt exercise price: 75 cents in year one; 95 cents in year two
Placees: Bank Privee Edmond 195,000; Julius Bar 195,000; Lloyds
TSB Bank 210,000; and three others
Brokered private placement
The VSE has accepted for filing a brokered private placement of:
No. of shares: 3.351 million
Price: 50 cents
Warrants: For 3.351 million shares
Wt exercise price: 75 cents in year one; 95 cents in year two
Placees: OSFC Holdings Ltd. (Stewart Robertson) 200,000; G.K.M.
Holdings Ltd. (Graham Harris) 125,000; Brian Vachind
155,000; and 79 others
Agent: Canaccord Capital Corp.
Agent's fee: The company will pay the agent a cash commission of
$83,775 and 167,550 agent's units. Each agent's unit is
comprised of one share and one share-purchase warrant
that has the same term as the placement warrant. The
company will also issue to the agent 335,100 agent's
Series B warrants to purchase additional 335,100 shares
of the company at the same term as the placement
warrant. The company has also agreed to issue 200,000
shares to the agent as a corporate finance fee. A total
of 50,000 of these shares will be released to the agent
upon closing of the offering. The balance of these
shares will be subject to escrow, and will be released
from escrow in tranches of 50,000 each, three, six and
nine months from the date of closing.
Stock options
The VSE has approved director and employee stock options for 1,571,500
shares at 65 cents, granted Sept. 8, 1999, expiring Sept. 8, 2004.
Agreement
Pursuant to agreements with Shopnow.com Inc., Shopnow will provide the
following services to the company:
a. Development of a Web site pursuant to a developer and supplier
agreement in consideration of cash payments of $275,000 (U.S.) plus a
hosting fee of $5,000 (U.S.) per month when the site is complete.
b. A link of the company's Web site to Shopnow's own site pursuant to a
marketing services agreement for an initial fee of $1-million (U.S.).
Pursuant to a share subscription and special right agreement, Shopnow
subscribed for one million shares of the company at $1.00 (U.S.) per
share to finance the MSA.
For further information, please refer to the company's filing statement
dated Sept. 20, 1999. |
