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Gold/Mining/Energy : Big Dog's Boom Boom Room -- Ignore unavailable to you. Want to Upgrade?

To: Condor who wrote (124966)	10/16/2009 3:03:48 PM
From: Ed Ajootian	1 Recommendation Read Replies (1) \| Respond to of 206161

Condor, Magnum Hunter (MHR) -- nothing has been announced yet, even though they have signed the sales agreement with Wm. Smith & Co. to sell 12 M shares. (Maybe they haven't asked Smith to sell any shares yet?) This was included in the latest amendment to their S-3. See excerpt below: "Sales Agreement with Wm. Smith & Co. We have entered into a sales agreement with Wm. Smith & Co. pursuant to which we may issue and sell up to 12,000,000 shares of common stock from time to time through Wm. Smith & Co, as our exclusive sales manager. The form of the sales agreement is an exhibit to the registration statement of which this prospectus is a part and is incorporated by reference into this prospectus. The sales, if any, of common stock made under the sales agreement will be made in privately negotiated transactions or in any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, at negotiated prices, at prices prevailing at the time of sale or at prices related to such prevailing market prices including sales made directly on the NYSE Amex , or sales made through a market maker other than on an exchange. Wm. Smith & Co will make all sales using commercially reasonable efforts consistent with its normal sales and trading practices on mutually agreed upon terms between Wm. Smith & Co and us. Wm. Smith & Co will sell the shares of common stock subject to the sales agreement from time to time as agreed upon by us and Wm. Smith & Co. Each time we wish to issue and sell shares of common stock, we will notify Wm. Smith & Co of the proposed terms of the placement. Subject to the terms and conditions of the sales agreement, including agreement by Wm. Smith & Co of the terms of the placement, Wm. Smith & Co will use its commercially reasonable efforts, consistent with its normal trading and sales practices, to try to sell all of the designated shares of common stock. We may instruct Wm. Smith & Co not to sell shares of common stock if the sales cannot be effected at or above the price designated by us in any such instruction. Wm. Smith & Co will not be obligated to attempt to sell shares if the market price is below the designated price. We or Wm. Smith & Co may suspend the offering of shares of common stock upon proper notice and subject to other conditions. The compensation to Wm. Smith & Co for sales of common stock will equal a fixed commission rate of 3% of the first $25 million of gross proceeds of any shares sold and 2% of gross proceeds in excess of $25 million. The remaining sales proceeds, after deducting offering expenses and any transaction fees imposed by any governmental or self-regulatory organization in connection with the sales, will equal our net proceeds for the sale of the shares. Settlement for sales of common stock will occur on the third business day following the date on which any sales are made in return for payment of the net proceeds to us. There is no arrangement for funds to be received in an escrow, trust or similar arrangement. In connection with the sale of common stock on our behalf, Wm. Smith & Co is an “underwriter” within the meaning of the Securities Act, and compensation to Wm. Smith & Co constitutes underwriting commissions. We have agreed to provide indemnification and contribution to Wm. Smith & Co against certain civil liabilities, including liabilities under the Securities Act. Wm. Smith & Co may engage in transactions with, or perform services for, us in the ordinary course of business. The offering of common stock in accordance with the sales agreement will terminate upon the earlier of: · the sale of all shares of common stock subject to the sales agreement; or · the termination of the sales agreement. The sales agreement may be terminated by us or Wm. Smith & Co at any time on or after the first anniversary of the date of the sales agreement."