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RTG Ventures Share Structure Requirements for 2012 to Enhance Shareholder Value
NEW YORK, March 8, 2012 /PRNewswire/ -- RTG Ventures, Inc. (OTCQB:RTGV.PK - News), in order to remain flexible and ready to take advantage of recent exciting events as we continue to seek an acquisition as well as business combinations (which may or may not require equity participation), is raising its Authorized Shares to 750,000,000. Many times in a "transaction" between companies, a share exchange is required, and the company wants to be ready to take advantage of any positive developments that may arise as quickly and smoothly as possible. This raise in the Authorized Shares gives us that flexibility to increase shareholder value.
In addition, some recent and very positive events in regard to our balance sheet have also required this action by the company. To give a brief synopsis of what has transpired, RTG Ventures share structure was increased in June, 2011 to 500,000,000 common shares as prudent contingency planning. The lenders who provided 5 tranches of short-term convertible debenture funding required a reserve of shares based on 4 or 5 times the market price, adjusted periodically if the share price decreases.
The reserve requirement must continue to be maintained during the conversion hiatus period. As such, when the last filing of RTG's 10-Q took place on January 17th, the outstanding was 238,868,865 common shares and the reserve was 236,251,795 shares; and, as such, RTG Ventures was precariously close to the 500,000,000 Authorized Shares in place. This situation was much too tight according to RTG's professional advisors. Even though the intent is to pay the debt in cash within 6 months time and nothing has changed in that regard, the reserve must be maintained contractually until it is paid in full.
Because of the occurrence of these events occurring in such a short amount of time, as a contingency at the Board Meeting held in London on January 26, 2012, the company raised the Authorized to the 750,000,000 mentioned above, but did not file the action until this week. After the Board considered all factors involved, a decision was made to follow the advice of the company's professional advisors.
Additionally, the enhancements to the balance sheet including the acquisition of Digital Clarity and the debt swap for equity, both into Preferred Shares through a Preferred Share Designation initially, with a conversion to common shares ultimately, requires that the requisite number of common shares be maintained in the event of the conversion of all of the Preferred Shares. The conversion can only take place under Rule 144; thus a full conversion would take years, or the Preferred Shares could be retained and never converted. This is the mark- to-market rule which may seem draconian, but is the regulation nevertheless.
RTG Ventures is now positioned to be nimble as it continues to enhance the balance sheet and step up its organic business development with new customers while growing with a prospective acquisition(s). Exciting times ahead!
About RTG Ventures
RTG Ventures offers Music & Entertainment Technology Solutions and Digital Marketing Services. Harnessing the strength of its digital marketing agency, that has a trusted reputation over the last 8 years, the company has applied its knowledge process in developing cutting edge technology platforms for web, mobile and tablet devices.
Using Digital Clarity's application in the Marketing and Social arena, RTG Ventures offers a unique value proposition of intelligent, analytics based technology solutions with the support of an experienced digital marketing team. RTG Ventures, Inc. is an OTC:QB Company. Symbol RTGV.
Safe Harbor Provisions
The foregoing contains certain predictive statements that relate to future events or future business and financial performance. Such statements can only be predictions, and the actual events or results may differ from those discussed due to, among other things, those risks described in RTGV's reports filed with the SEC. Opinions expressed herein are subject to change without notice. This document is published solely for information purposes, and is not to be construed as an offer to sell or the solicitation of an offer to buy any securities in any state. Past performance does not guarantee future performance. Additional information is available upon request.
Investor Relations Contact Information
David Marioni
First State Internet Services
Wilmington, DE 19804
Tel: 302-983-8196
