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Gold/Mining/Energy : Nuvo Research Inc -- Ignore unavailable to you. Want to Upgrade?

To: axial who wrote (8387)	1/9/2002 10:36:49 AM
From: Joe Krupa	Read Replies (1) \| Respond to of 14101

Hi Jim, "The link below for the month of August shows the 3 A's almost totally absent in the time before the Sept 5 Acqua announcement." I think the reason you see no Amigo selling in August is that there was no draw then. Rather, a draw started on September 4th and ran through October 1st. That draw was announced in an NR, Oct 1. If you run the data for that period, the selling is clear. This is the way I understand the draw process: - Rebecca wants a million bucks. - She picks up the phone and tells Acqua she would like to initiate a draw for $1 million. - The amount of shares necessary for Dimethaid to give Acqua depends on the volumetrically weighted average closing price (VWACP) over the next 20 trading days. The formula is simply, $1 million/(VWACP-8%). - (Unofficial Part) Acqua hedges by shorting the amount of shares determined by the above formula. - The final tally on the amount of shares Acqua will get at the end of the 20 days is not possible to determine until the VWACP can be calculated at the end of the 20 days. - At the end of the draw period, Dimethaid announces, in an NR, the dollar amount they have received from Acqua, as well as the total total number of shares they had to issue. It is impossible to announce this information before the draw period because there is no way to determine, at that time, how many shares Dimethaid will ultimately have to issue at the end of the 20 days. Hope that helps Jim. Have you ever taken a look at the Jan 2000 NR that describes some of the detail of the deal? Below is the text of that NR. joe Dimethaid Research Inc - News Release Dimethaid Research enters private placement agreement Dimethaid Research Inc DMX Shares issued 41,478,033 Jan 19 2001 close $7.000 Friday Jan 19 2001 News Release Ms. Rebecca Keeler reports Dimethaid Research has entered into a private placement agreement with Acqua Wellington North American Equities Fund, Ltd. for equity financing covering the sale of up to $50-million of the company's common shares. The agreement provides that Dimethaid may, at its sole discretion during the next 13 months, present up to 10 drawdown notices to Acqua Wellington, requiring them to purchase Dimethaid common shares. Each drawdown notice will specify (i) the dollar amount Acqua Wellington is required to pay, subject to the following, and (ii) the minimum market price selected by Dimethaid (before the applicable discount described hereafter), below which Dimethaid will not be required to sell, and Acqua Wellington will not be required to buy. Dimethaid will issue and sell the shares pursuant to each drawdown notice at a per share price equal to the volume weighted average price of Dimethaid common stock over a dradown period of 20 trading days following the drawdown notice, less a specified discount of not more than 8 per cent. The maximum dollar amount of each drawdown notice depends on the minimum market price selected by Dimethaid. The size of the discount depends upon the market capitalization of Dimethaid at the start of each drawdown period. If, on any trading day during a drawdown period, Dimethaid common shares have a volume weighted average price below the minimum market price set by Dimethaid in its drawdown notice, the dollar amount of common shares required to be purchased by Acqua Wellington will be reduced by one-20th. However, Acqua Wellington has the option to purchase shares having a value equal to that one-20th amount at the minimum market price set by Dimethaid on such day, less the applicable discount. In conjunction with any drawdown notice, Dimethaid may also at its sole discretion by presenting an option notice, grant Acqua Wellington call options to purchase up to the same dollar amount of Dimethaid common shares as is set out in the drawdown notice. The call options can be exercised on any day or days during a drawdown period provided the total maximum dollar value of shares subscribed for does not exceed the dollar amount set out in the option notice. The price at which common shares are purchased under a call option will be determined based on the volume weighted average price on the day Acqua Wellington exercises the option, less the applicable discount. Shares may not be purchased under a call option at a price below the minimum market price set by Dimethaid, less the applicable discount. A maximum of $50-million of Dimethaid common shares may be issued to Acqua Wellington pursuant to all drawdown notices and call options under the agreement. The dollar amount received and the number of shares issued will be disclosed at the end of each drawdown period. The lowest price at which Dimethaid may set the minimum market price is $6.50 per share and the highest price is $25 per share. In no event will the common shares issued under the agreement exceed, 8,393,172 being 19.99 per cent of the common shares of Dimethaid outstanding on today's date. Acqua Wellington will be subject to a hold period of at least 120 days in respect of each purchase. The transaction has been conditionally approved by the Toronto Stock Exchange. Dimethaid will use the net proceeds from the sale of any common shares under the agreement for general corporate purposes. "We are very pleased to have the flexibility to raise capital when warranted by market conditions. Although this form of financing has been used by a number of biotech companies in the United States, this is the first equity financing by Acqua Wellington with a Canadian company. Proceeds from this financing will allow us to implement our business plan and expand our product pipeline as we commercialize our first product, PENNSAID(R) Topical Solution for the treatment of the symptoms of osteoarthritis," said Rebecca Keeler, president and chief executive officer. Acqua Wellington Asset Management, LLC acts as an adviser to Acqua Wellington and the Acqua Wellington Family of Funds. The funds are targeted at investment opportunities among mid-cap and smallcap publicly traded companies in domestic and global markets. Their primary focus is in the life sciences and technology sectors. WARNING: The company relies upon litigation protection for "forward-looking" statements. (c) Copyright 2002 Canjex Publishing Ltd. canada-stockwatch.com old url (better for printing)