To: CJ Quantumwell who wrote (2503 ) 2/8/1998 11:09:00 PM From: Rajiv Read Replies (1) | Respond to of 18691
CJ, I hope your initials do not stand for Centrifugal Jig :-) From the 8k filing (jan 21) Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the 1933 Act (or a successor rule thereto) ("Rule 144"); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as the term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. With the S-3 filing, the debenture holders are free to sell any shares that they receive from the conversion. The jan 21 filing indicates that the company gets the proceeds of the convertible offering - the buyers are free to sell the shares after the s-3 filing (the proceeds will not be going to the company). This issue stinks. Note the insider sales in Dec (including the CEO) and the rise in short interest in Jan. As for their TN property, from one of their press releases (the bold font used by me and not part of the release) Altair International Gold Inc. (ASE:AIL/OTC:AIGD) has announced that its wholly owned U.S. subsidiary, Carlin Gold Company, has leased a heavy mineral sand property in Tennessee. The plus 300,000,000 ton deposit controlled by the Carlin lease position has been assessed and validated by several major titanium and zirconium producers. The resource is large enough to support a large scale, long life, mining operation. Grades are attractive and meet or exceed those currently being mined at other locations. With this deposit, the problem has always been the inability to recover fine and heavy minerals with conventional technology. Management believes that the Centrifugal Jig will economically recover the fine heavy minerals. I do not know who these several major titanium and zirconium producers are. IMHO the centrifugal jig is pure hype. The company acquired the rights of the jig at a negligible cost. The jig is being "tested" by DuPont and others for well more than a year. If there would have been some substance to the claims, it would have generated some revenues by now (after all they have had the technology for the jig for some years). This company is sustained on pure hype from some newsletters (wild speculation of eps of $5/shr and takeover target at $50/shr). This has obviously not stopped the insiders from selling some of their shares and going for a convertible issue. Regards Rajiv