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Gold/Mining/Energy : Capital Alliance Group - CPT (CDNX) -- Ignore unavailable to you. Want to Upgrade?


To: keith massey who wrote (3)3/13/2000 6:37:00 AM
From: keith massey  Read Replies (1) | Respond to of 960
 
There always seems to be arguments on the threads about the number of shares outstanding, the number of share fully diluted, etc.

From FORM 61 on Sedar (http://www.sedar.com):

For the quarter ending October 31, 1999, released on December 28, 1999

Shares outstanding as of October 31, 1999 = 6,092,884
Stock Options outstanding as of October 31, 1999 = 583,000
Warrants outstanding as of October 31, 1999 = 1,462,514

Since October 31, 1999 the company has performed two private placements, which adds to the number of shares outstanding.

On February 25, 2000 the company closed a private placement of 2,678,572 special warrants private placement. A total of 122,393 special warrants were issued as a finders fee. On March 6, 2000 the company closed a private placement of 400,000 special warrants. A total of 36, 250 special warrants were issued as a finders fee.

So according to my calculations, as of March 12, 2000

Shares outstanding = 9,330,099
Warrants outstanding = 4,299,729
Options outstanding = 583,000
Fully diluted = 14,212,828 shares

However, of the 9,330,099 shares presently outstanding, 901,786 are escrowed and will most likely be cancelled. On May 11, 1994 the company announced a reverse takeover of ANO Automation (Vancouver) Ltd. As part of this agreement, CPT issued 901,786 common shares to shareholders of ANO automation. These common shares are presently held in escrow with an earn-out price of $1.44 share. Shares not earned-out by November 15, 2003 are subject to automatic cancellation.

If these shares are cancelled the company will have
Shares outstanding = 8,428,813
Warrants outstanding = 4,299,729
Options outstanding = 583,000
Fully diluted = 13,311,042

The company also announced on January 18, 2000 a private placement of 1,866,667 units, which consist of 1 shares and one-half share purchased warrant, which has not closed. In addition, since October 31/1999 the company has proposed the issue of 610,000 options to the CDNX.

When this private placement closes, and if all options are issued the company will have out approximately 16,720,000 shares fully diluted after the cancellation of the 901,786.

Of the 9,330,099 shares outstanding, ~5,200,000 are free trading with the public float sitting at approximately 2.0-2.5 million shares.

Best Regards
KEITH



To: keith massey who wrote (3)3/13/2000 7:23:00 PM
From: AriKirA  Respond to of 960
 
You really are sharp keith...

What initially caught my eye, being a securities lawyer, were the following excerpts:

undertake two levels of equity financing raising $50-million (U.S.) for SEG. Capital Alliance will distribute 22 per cent of its ownership in SEG for $10-million (U.S.) at the first level as pre-IPO financing, and $40-million (U.S.) at the second level as IPO placement.

The sponsorship agreement appoints ICEA Capital Limited and Tai Fook Capital Limited, both from Hong Kong, as SEG's sponsors for its Hong Kong IPO. ICEA has been appointed as the global coordinator, sponsor and lead manager, and Tai Fook will serve as the joint-lead sponsor and joint-lead manager.

ICEA is established through a joint venture between Industrial Commercial Bank of China (ICBC) and Bank of East Asia. ICBC has 36,000 branches and was ranked the
third largest bank in the world
with assets of $498-billion (U.S.)in 1998


Now as you so well put it, unlike many of the underwriting agreements in North America which are best effort financings, when a brokerage firm in Asia executes an agreement to underwrite a company they undertake to raise the entire amount of the issue.

That amounts to approx 75 million Cdn for a company with only about 6 million or so shares issued and outstanding, without even taking into account the real value of their majority interest in SEG.

Another thing that should be pointed out IMO...

Sid Klein, an asian fund manager from HSBC who I had lunch with a few weeks ago, mentioned that the Asian markets were poised for huge growth in the following years, said markets already being down about 90% since 1988. This will most assuredly benefit CPT and SEG.

Kind Regards
AK