Casey,
See the following release announcing the placement:
PRESS RELEASE #97-10
Brokered Private Placement
Rochester Energy Corp. (the "Company") is pleased to announce that it has negotiated a brokered private placement with Dominick & Dominick to issue up to $6,600,000 in 6% series "A" special convertible notes ("Special Notes") on a best efforts basis.
Each Special Note shall be converted automatically into one series "A" senior convertible note ("Convertible Note"), for the same dollar amount, on the earlier of the fifth business day after a prospectus is receipted to qualify the conversion and November 15, 1997. If the automatic conversion date occurs on November 15, 1997, each Special Note shall be converted on the basis of 1.1 Convertible Notes for each Special Note. The Convertible Notes shall be issued in bearer form, in denominations of $15,000 each, and earn 6% interest per annum, payable annually on June 30th of each year, commencing in 1998. The Convertible Notes shall mature on June 30, 2001. A premium of 20% shall be payable on all principal outstanding at maturity.
The Convertible Notes shall be convertible into common shares of the Company on the basis of $0.50 of principal per common share from the automatic conversion date until July 31, 1999 and at $0.55 of principal per common share from August 1, 1999 to June 30, 2001. Commencing July 1, 1999, the Convertible Notes may be converted, at the Company's option, if at any time the market price of the common shares equals or exceeds 160% of the conversion price on each stock exchange business day in any 30 consecutive calendar day period, the first day of which falls on or after July 1, 1999.
The Convertible Notes shall be secured by a first fixed charge on all the assets of the Company. Commencing August 1, 1999, the Company shall dedicate 50% of cash flow from the Alcaravan Association Contract, Colombia, for redemption of the Convertible Notes.
Dominick & Dominick will receive a commission of 5% of the gross proceeds payable in cash and that number of agent's special warrants as is equal to the gross proceeds divided by ten dollars. The exercise of the agent's special warrants will be qualified by the prospectus.
The proceeds of the private placement, if all the Special Notes are sold, shall be $6,270,000 net of the agent's commission, which shall be primarily allocated and reserved to fund the Company's share of ongoing development costs in connection with its beneficial interest in the Alcaravan Association Contract, Colombia, and for working capital purposes.
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Had forgotten it was that much $$$. It looks like this company has an uphill battle, to generate $400 K a year just pay the juice on these notes.
Hopefully HEC will announce their financing soon and that will give that stock a kick in the pants, and thus ROH's too.
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