Alight this 8K thing has been bothering me regarding the private placement. This is my interpretation below.
8K
December 21, 2021, Reliance Global Group, Inc., entered into an Asset Purchase Agreement with Healthcare Insurance Company, LLC for a purchase price of $16,638,750 in cash and shares of common stock of the Company worth $2,936,250 (valued based upon the average closing price of a share of the Company's common stock for 180 trading days prior to closing) to be issued. Closing shall take place on or before April 1, 2022 and is contingent upon the Company's ability to close on financing proceeds sufficient to pay the cash purchase price for the business being sold plus working capital.
On December 22, 2021, the Company and the Seller entered into an Amendment to the Asset Purchase Agreement.... the cash portion of the purchase price is increased to $18,138,750, and the total purchase price is increased to $20,096,250; and (ii) the number of shares of Company common stock being issued is reduced to 1, 957,500, with half being released from lockup on December 21, 2022 and the balance being released from lockup on December 21, 2023.
- I would assume there would be some sort of SEC filing regarding them purchasing the company. They also have until April 1, 2022 to close. So I'm not worried about the company dumping the shares. I'm sure this purchase may take a little time.
PRIVATE PLACEMENT
On December 22, 2021, the Company entered into a securities purchase agreement with several institutional buyers for the purchase and sale of warrants (the Series B Warrants) to purchase an aggregate of up to 9,779,952 shares of the Company's common stock, (ii) an aggregate of 2,670,892 shares of Common Stock , and (iii) 9,076 shares of the Company's newly-designated Series B convertible preferred stock, with a stated value of $1,000 per share, initially convertible into an aggregate of 2,219,084 shares of Common Stock at a conversion price of $4.09 per share in a private placement . The aggregate purchase price for the Common Shares, the Preferred Shares and the Warrants is approximately $20,000,000.
**Each Buyer shall receive Series B Warrants that are exercisable into a number of shares of Common Stock equal to 200% of the sum of the (i) Common Shares to be issued to such Buyer at the closing, and (ii) Conversion Shares initially issuable upon conversion of the Preferred Shares to be issued to such Buyer at the closing, at the i
... keep reading on reddit ➡Trigon Metals ($TM.v $PNTZF) is an emerging copper and silver producer in Africa; its projects include the Kombat Mine and Gross Otavi in Namibia and the Silver Hill copper-silver exploration project in Morocco.
Yesterday, $TM announced the upsizing of its non-brokered private placement due to high investor demand. It has been upsized from total gross proceeds of up to $2M to total gross proceeds of up to $4M.
The closing of the offering is expected to occur on or about January 20, 2022, and the company intends to use the net proceeds from the offering for the recommencement of mining at the Kombat mine.
This comes shortly after $TM announced the first copper concentrates were produced at the Kombat Mine, a huge milestone for the company. The concentrate exceeded the expectations of management with satisfactory copper grades approaching 20% copper and over 600 g/t silver.
A declaration of full commercial production is forecasted for March 2022 as mine production is optimized. The Kombat mine has a potential life of mine of 5 years, mining a total of 1.5Mt ore at an average grade of 1.14% copper and 7.49 g/t silver.
$TM is trading in the green today and up almost 5% so far, at $0.435 with a $69.39M MC
Article on upsizing: https://finance.yahoo.com/news/trigon-announces-upsizing-private-placement-220000211.html
Article on concentrate production: https://www.juniorminingnetwork.com/junior-miner-news/press-releases/399-tsx-venture/tm/113418-trigon-announces-first-concentrate-production-at-kombat-mine-namibia.html
Video announcement of copper concentrate production: https://www.youtube.com/watch?v=9j6kTUdg2K0&ab_channel=TrigonMetals
They must be worried that ISPC is going to run. $21 million capital raise is super bullish.
MIAMI, Dec. 01, 2021 (GLOBE NEWSWIRE) -- Longeveron Inc. (NASDAQ: LGVN) ("Longeveron" or "Company"), a clinical stage biotechnology company developing cellular therapies for chronic aging-related and life-threatening conditions, today announced that it entered into a securities purchase agreement with certain institutional investors to purchase approximately $20.5 million worth of its common stock and warrants in a private placement.
Under the terms of the securities purchase agreement, the Company has agreed to sell approximately 1.17 million shares of its common stock and warrants to purchase 1.17 million shares of common stock. The warrants will be exercisable immediately upon the date of issuance and have an exercise price of $17.50 per share. The warrants will expire five years from the date of issuance. The purchase price for one share of common stock and one corresponding warrant will be $17.50. The gross proceeds to the Company from the private placement are estimated to be approximately $20.5 million before deducting the placement agent's fees and other estimated offering expenses. The offering is expected to close on or about December 3, 2021, subject to the satisfaction of customary closing conditions.
Longeveron intends to use the net proceeds from the private placement to support the ongoing clinical development of Lomecel-B, the Company’s lead investigational product, which is currently being evaluated as a potential therapeutic for Hypoplastic Left Heart Syndrome, Aging Frailty Alzheimer’s Disease and other diseases. In addition, the Company plans to use the proceeds to fund additional research and development, product development, and for general and administrative purposes.
EF Hutton, division of Benchmark Investments, LLC, is acting as exclusive placement agent for the offering.
The shares of common stock and warrants described above have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission (SEC) or an applicable exemption from such registration requirements. The securities were offered only to accredited investors. Pursuant to a registration rights agreement with the investors, the Company has agreed to file one or more registration statements with the SEC covering the resale of the shares of common stock and the shares issuable upon exercise of the warrants.
This press release shall not constitute a
... keep reading on reddit ➡For those of you who mistakenly thought the Private Placement was dilution, it is over now. You can come back into the fold.
This is bullish news, and a bear trap. Just wait.
Benchmark Metals just announced that its has successfully closed a bought deal financing round of $40,266,720. This round was lead by PI Financial, Sprott Capital and backed by Yamana Gold (Which will own approximately 3.99% of Benchmark). Yamana Gold is a behemoth of a company with five operating mines under its belt, including the biggest gold mine in Canada.
On this, Benchmark CEO has commented:
"Following the Offering we will have more than $50 million available to explore and advance the Lawyers Gold-Silver Project. The Company is encouraged by the significant participation in the Offering from existing shareholders and are pleased to welcome Yamana Gold as a new investor in Benchmark. The investment by Yamana is an important endorsement of the Lawyers Gold-Silver Project from a major precious metal producer and mine developer that has an established reputation and track record operating and developing world-class mines throughout the Americas in Tier 1 mining jurisdictions."
Who else is bullish on $BNCHF?
Also, what other mining pennystocks are you currently bullish on?
https://www.stockwatch.com/News/Item/Z-C!BHS-3184023/C/BHS
This is NOT a dilution problem. If this fucking sub would stop trying to kill each other's plays the second something comes up, we would have an actual chance at squeezing something!!! Member when PROG had an offering? It fell and then came back 4x stronger.
https://www.sec.gov/reportspubs/investor-publications/investorpubsrule144htm.html
"Rule 144: Selling Restricted and Control Securities
Jan. 16, 2013
When you acquire restricted securities or hold control securities, you must find an exemption from the SEC's registration requirements to sell them in a public marketplace. Rule 144 allows public resale of restricted and control securities if a number of conditions are met. This overview tells you what you need to know about selling your restricted or control securities. It also describes how to have a restrictive legend removed.
What Are Restricted and Control Securities?
Restricted securities are securities acquired in unregistered, private sales from the issuing company or from an affiliate of the issuer. Investors typically receive restricted securities through private placement offerings..."
https://preview.redd.it/63qp3q3dyh281.png?width=631&format=png&auto=webp&s=237ba06d4f2ca88ef627aa726099a7257ac641ff
Even if their private placement deal becomes effective DEC 1st, the accredited investors can't sell those shares until 6 months-minimum.
I still think this will kill the momentum, as I was a misinformed retailers just a few hours ago before I started researching this early in the morning.I can imagine many other retailers having the same initial impression.
Pre market is almost here, so I'm done researching for now.
The private placement occurred on February 5, 2020. https://www.cortexyme.com/cortexyme-announces-125-million-private-placement/ .
The fud can’t help but make me think they are scared and already trying to scare us! We are getting close to a real squeeze that AH price action must of been terrifying for them 🤑🤑🤑
don't think its an issue at all, just bringing this news for the news sake.
Anyone have any insight about why Fission would dilute more than 1/3 of their market cap ? Its not like they are lacking cash right now.
As a shareholder i can't find any significant positives to this. Here's the link :
"Fission Uranium Files C$250 Million Base Shelf Prospectus - Junior Mining Network" https://www.juniorminingnetwork.com/junior-miner-news/press-releases/510-tsx/fcu/110371-fission-files-base-shelf-prospectus-2.html
Please enlighten me.
Bullish AF
Sonoro Gold Corp. ($SGO.v $SMOFF) is a gold exploration, gold development and are a near-term gold producer with land in Sonora, Mexico.
Last week, $SGO announced the closing of its non-brokered private placement for aggregate proceeds of $3M!
The net proceeds of the offering will primarily be used to fund a 10,000-meter drilling campaign that is currently underway at SGO's Cerro Caliche Gold Project in Sonora Mexico, as well as for maintenance and general working capital.
The drilling program is focused on expanding the oxide gold mineralization, the potentially higher-grade targets identified in a surface sampling program and extending mineralization in the southeast region of the concession.
The sample assay results returned grades of 2.5 to 14.3 grams of gold per tonne and revealed multiple oxide gold mineralized windows with quartz veining and gold and silver mineralization.
This is a significant step for $SGO as they begin the next phase of drilling. The technical data has the potential to increase the resource within the known mineralization, plus, there is the potential for higher grade and extended mineralized structures.
Trading in the green today at $0.17 with a $20.27M MC, I'm feeling confident in $SGO's drilling program.
Trigon Metals ($TM.v $PNTZF) is an emerging copper and silver producer in Africa; its projects include the Kombat Mine and Gross Otavi in Namibia and the Silver Hill copper-silver exploration project in Morocco.
Yesterday, $TM announced the upsizing of its non-brokered private placement due to high investor demand. It has been upsized from total gross proceeds of up to $2M to total gross proceeds of up to $4M.
The closing of the offering is expected to occur on or about January 20, 2022, and the company intends to use the net proceeds from the offering for the recommencement of mining at the Kombat mine.
This comes shortly after $TM announced the first copper concentrates were produced at the Kombat Mine, a huge milestone for the company. The concentrate exceeded the expectations of management with satisfactory copper grades approaching 20% copper and over 600 g/t silver.
A declaration of full commercial production is forecasted for March 2022 as mine production is optimized. The Kombat mine has a potential life of mine of 5 years, mining a total of 1.5Mt ore at an average grade of 1.14% copper and 7.49 g/t silver.
$TM is trading in the green today and up almost 5% so far, at $0.435 with a $69.39M MC
Article on upsizing: https://finance.yahoo.com/news/trigon-announces-upsizing-private-placement-220000211.html
Article on concentrate production: https://www.juniorminingnetwork.com/junior-miner-news/press-releases/399-tsx-venture/tm/113418-trigon-announces-first-concentrate-production-at-kombat-mine-namibia.html
Video announcement of copper concentrate production: https://www.youtube.com/watch?v=9j6kTUdg2K0&ab_channel=TrigonMetals
In the private placement press release it says:
>Under the terms of the securities purchase agreement, the Company has agreed to sell approximately 1.17 million shares of its common stock and warrants to purchase 1.17 million shares of common stock. The warrants will be exercisable immediately upon the date of issuance and have an exercise price of $17.50 per share. The warrants will expire five years from the date of issuance. The purchase price for one share of common stock and one corresponding warrant will be $17.50. The gross proceeds to the Company from the private placement are estimated to be approximately $20.5 million before deducting the placement agent's fees and other estimated offering expenses. The offering is expected to close on or about December 3, 2021, subject to the satisfaction of customary closing conditions.
So if I'm reading this right, LGVN sold 1.17m shares of common stock and warrants to purchase an additional 1.17m shares with a strike price of $17.50 for a gross proceed of $20.5 million (the wording isn't exactly clear -- the warrants have a strike price of $17.50 for sure but were the common stocks sold for $17.50 each as well? I would assume so).
1.17 * $17.50 = $20.475 million. That means the premium of the warrants cost 0.025million or $25,000 or basically none relative to the stock value. Is this a common thing when it comes to private placements? Don't warrants usually have much higher premiums? Am I missing something? Thanks for any insight.
Trigon Metals ($TM.v $PNTZF) is an emerging copper and silver producer in Africa; its projects include the Kombat Mine and Gross Otavi in Namibia and the Silver Hill copper-silver exploration project in Morocco.
Yesterday, $TM announced the upsizing of its non-brokered private placement due to high investor demand. It has been upsized from total gross proceeds of up to $2M to total gross proceeds of up to $4M.
The closing of the offering is expected to occur on or about January 20, 2022, and the company intends to use the net proceeds from the offering for the recommencement of mining at the Kombat mine.
This comes shortly after $TM announced the first copper concentrates were produced at the Kombat Mine, a huge milestone for the company. The concentrate exceeded the expectations of management with satisfactory copper grades approaching 20% copper and over 600 g/t silver.
A declaration of full commercial production is forecasted for March 2022 as mine production is optimized. The Kombat mine has a potential life of mine of 5 years, mining a total of 1.5Mt ore at an average grade of 1.14% copper and 7.49 g/t silver.
$TM is trading in the green today and up almost 5% so far, at $0.435 with a $69.39M MC
Article on upsizing: https://finance.yahoo.com/news/trigon-announces-upsizing-private-placement-220000211.html
Article on concentrate production: https://www.juniorminingnetwork.com/junior-miner-news/press-releases/399-tsx-venture/tm/113418-trigon-announces-first-concentrate-production-at-kombat-mine-namibia.html
Video announcement of copper concentrate production: https://www.youtube.com/watch?v=9j6kTUdg2K0&ab_channel=TrigonMetals
