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How about some of you pre R/S shareholders...got any dirt?
the product this company has developed is very interesting. I called the CEO today and left a message, will post results.
taken from the latest Q. If the principles of this company are willing to assume responsibility for this debt IMHO thatspeaks of their faith in the future.
On March 2008, Canvasback, the Company, and three shareholders of the Company,(two officers, Michael Davies and Gordon Davies, and a third individual, Anthony Wilson) entered into an arrangement pursuant to which Canvasback released the Company from further responsibility for the then outstanding principal balance of $450,000 under the revolving line of credit. In return for Canvasback releasing the Company from further liability for this $450,000 balance, the three shareholders personally assumed responsibility for this debt. Accordingly, all of the Company's obligations as repayment of the $450,000 balance were deemed to have been extinguished, and accordingly, the corresponding liability was de-recognized on our books. There was no gain or loss on the extinguishment and re-recognition of liability.
In consideration for the three shareholders' personal assumption for the $450,000 balance the Company agreed to issue notes to the shareholders evidencing principal aggregate debt of $450,000 that are due upon demand and carries annual interest of 12%. This debt is included in the current portion of the notes payable due to related parties.
It takes brass balls to play the pennies
starting to do a little DD on this one...anybody got info?
Posted by: IRISHBULL Date: Monday, May 19, 2008 1:26:33 PM
In reply to: IRISHBULL who wrote msg# 6180 Post # of 6249
RCAA - 1-2 R/S
Reclamation Consulting and Applications, Inc. Common Stock
Declaration Date:
-- Ex Date:
5/20/2008 Record Date:
-- Payment Date:
--
Dividend Type:
Reverse Split Dividend Amount:
1-2 R/S
Notes:
New Name: Alderox, Inc. New Symbol: AROX
Split date was 5-16-08, now trading under AROX.OB.
I've been looking for the split date,anyone know when that will happen. REGARDS
RCAI RECEIVES SHAREHOLDER APPROVAL TO AMEND ARTICLES OF INCORPORATION
SAN CLEMENTE, California, May 5, 2008 Reclamation Consulting and Applications, Inc. (RCAI) (OTCBB: RCAA), a world leader in productivity-enhancing, environmentally-friendly anti-stick release agents and lubricants to the mining sector, announced today that it has received shareholder approval at the Annual General Meeting of the Company held on May 5, 2008 to adopt the following amendments to the Articles of Incorporation:
Amend the Articles of Incorporation, hereafter referred to as the Articles, to permit stockholders to approve corporate actions by written consent.
Amend the Articles to change the corporate name from Reclamation Consulting And Application, Inc. to Alderox, Inc.
Amend the Articles to increase the authorized number of shares of common stock from 150,000,000 to 200,000,000.
Amend the Articles to effect a 1-for-2 reverse stock split of our common stock.
Other items that were approved by our shareholders include the election of Norman Gish, Gordon Davies and Michael Davies as our 2008 Board of Directors and the adoption of an incentive stock option plan.
what a way to thank early adopters huh?
Yea, any increase to the AS is not good for the shareholder, only if you're convinced in the long term health of the company. If they execute a r/s along with the AS increase, they will effectively increase the pps with the r/s, then dilute it back to the original pps. So we will own half of our shares at the same price as the day before.....sucks.
I'm not sure that is the case here...
Our management has committed to effect a 1 for 2 reverse split of our common stock and to simultaneously increase our authorized shares of common stock from 150,000,000 to 200,000,000, (collectively, the "Share Reorganization."). As certain of our options, warrants and convertible instruments will, pursuant to their terms, not be subject to proportional adjustment for the reverse split, the Share Reorganization will cause dilution to our holders of our common stock
Unless i'm reading this wrong, only common stock holders will be negatively effected, not those holding Options, Warrants, and Convertibles.
There is good news coming. They have been waiting to put out the PR's i believe. This company is out there busting their butts getting new contracts. Huge contracts. The R/S may even get cancelled possible. I know a few that are buying up huge chunks at these levels.
Nefyn- I'm sure there are exceptions but 99% of all R/S go down & are heavily shorted. I've made money on this & think they have a product that may be a winner if they can only show a profit. Look at GFIG that has a forward 4:1 split coming up soon. The co. plans to start a dividend also with rising profits. REGARDS
A r/s does not alway indicate bad future pps. A lot of start up companies with little financing need to sell large quantities of shares to fund their projects.....this selling of shares often drives the price per share down. In order to make their stock more attractive, companies will often place a reverse split to increase the pps. Companies that cannot get further financing from investors/banks after the r/s often further dilute the stock by selling more shares, which will then drive the pps back down. However, companies that can get financing or generate profits after a r/s will often see the stock jump. Take a look at GERS and WTWO.....these both have seen their pps double right after the r/s. The one thing to look for after, or right before the r/s is good PR from the company....this could be new funding or updated financial showing profits.
It's all a risk....just whether you believe in the technology and the strength of the management team.
Getting ready for the split. Sure hope we get good news afterwards.
Hey DOINIT, Sorry i dont have a paid subscription, so i cant reply to your questions in private. Currently many of the projects are pending demos that have been put off due to weather. I believe that the company may be heading to south america to look at some large mining companies there. The weather is also better than Canada right now. But both projects should be in the works soon. The company usually wont report to much on demos just contracts.
ScottD- Feb. !0, 2008 from 8-K
Yeah the R/S Date was in that last filing. I believe it said in February of 2008. I may be wrong. I just glanced it over.
ScottD- I know my value doesn't decrease on R/S as I've been thru many. It's just that the price always drops after & I haven't sold yet. Waiting for a R/S date as I also haven't seen that yet.
I hate to say it but i think that was a bad move. Your value doesnt decrease by 1/2 because of a R/S. If you sold, just look at todays trading. Anytime someone sold down to .15 or .17, it got bought right back up to .20, i think it is going to continue to slowly proceed upwards. After the split, we may get some big news and the price could really take off. This company does not have any recent history of dilution or selling stock. I have been in other pinks and OTC stocks and this one is a legit operation. I live near the company and know others closer to the company. For what ever that is worth.
MiMiC- I'm going to sell 1/2 of my stock because every R/S I had did nothing but go down. Look at the Co. info from Pink Sheet, they had 2 name changes & a 1:50 R/S 10 years ago This may be a restructured Co. but 99% of time R/S never help the stockholders.http://www.pinksheets.com/pink/quote/quote.jsp?symbol=rcaa
that's the issue i have. I understand needing funding, but i think we were all expecting multiple contracts early next year, not more need for outside funding.
with this type of action, the company is being more like a pinkie. After CHRISTmas, i'll write in and see what i can find.
MiMiC- I read the co. PR & they do say 2 for 1 reverse split. So if the idea is to reduce shares by 50% why do they want to increase them ( in the same sentence) from 150 mil to 200 mil? Looks like the co would wind up with a load of shares to sell on the market which would drive the stock down to new lows. Am I missing something with this action?
The value of the shares dont go away. But i understand what you mean.
Pala Investments closes $5 million financing in RCAI
Thursday December 20, 4:01 pm ET
SAN CLEMENTE, CA, Dec. 20 /PRNewswire-FirstCall/ - Reclamation Consulting and Applications, Inc. (RCAI) (OTCBB: RCAA - News), a world leader in productivity-enhancing, environmentally-friendly anti-stick release agents and lubricants for the mining and aggregates sector, announced today that it has entered into a secured convertible debenture agreement to receive up to $5 million financing from Pala Investments Holdings Limited. Pala Investments Holdings Limited is a US$1 billion multi-strategy alternative investment company with a particular focus on mining and natural resource companies in both developed and emerging markets.
"Pala is an ideal partner for RCAI," said Paul Hughes, Chief Financial Officer. "As a sophisticated investor within the mining services sector, Pala has excellent access to many of the world's mining companies that we are targeting. This capital infusion allows us to concentrate on our rapidly growing commercial activities within the mining, asphalt and cement industries. It also provides us with the growth capital to accelerate our market penetration globally."
"In addition to this capital infusion," Mr. Hughes continued, "We are also finalizing an important distribution agreement with Pala that we anticipate will not only increase our activities within the mining sector but will further accelerate our path to profitability".
Commenting on the investment in RCAI, Joseph Belan, Managing Director of Switzerland-based Pala Investments AG, which advises Pala Investments Holdings Limited on an exclusive basis said, "We are delighted to be able to partner with RCAI at this exciting stage in its development. Pala's investment in RCAI is a continuation of its active investment strategy in the mining consumables and services area. We look forward to working with management to execute its strategy, including the substantial expansion of the volume and global reach of RCAI sales."
Under the terms of the transaction, Pala has invested three million dollars initially and has committed another two million dollars to be funded on or before the end of 2008, subject to RCAI meeting certain performance benchmarks, or which Pala may otherwise invest at its discretion. Pala's two-tranche investment is structured as a three-year convertible debenture and allows Pala to convert their investment into RCAI's common stock at $0.14. They also received three million warrants under the terms of the first investment tranche and are to receive an additional two million shares on the funding of the second tranche. The warrants have a term of three years and an exercise price of $0.21 per share. Pala has demand registration rights on the shares underlying the warrants and Pala's conversion rights.
The terms of the transaction require RCAI to effect a 2 for 1 reverse stock split and to increase its authorized shares of common stock from 150 million to 200 million shares. The agreement also imposes certain restrictions on RCAI's ability to incur additional debt without Pala's approval and provides Pala with a right of first refusal on RCAI's future financings. RCAI has also agreed to enter into a non-exclusive distribution agreement with Pala.
In connection with Pala's investment, RCAI's management and three largest shareholders entered into an agreement with Pala to vote their shares to elect a director designated by Pala and to provide Pala with a right of first refusal on the sale of any of their RCAI stock.
More detail regarding the transaction is disclosed in RCAI's Current Report on Form 8-K filed with the SEC on December 18, 2007 and available on the SEC's web site at www.sec.gov.
"The Pala funding comes at an important time," said Gordon Davies, President of RCAI. "As the mining and aggregate sectors come to better understand the significant efficiency gains that our Alderox® product has demonstrated it can deliver, we expect to see continued growth in sales volumes to existing customers, as well as substantial growth in our business development activities and associated scheduled field trials. Pala's investment and strategic involvement will greatly assist us in accelerating our aggressive geographic roll-out".
About Pala
Pala Investments Holdings Limited, based in Jersey, Chanel Islands, is a US$1 billion multi-strategy alternative investment company with a particular focus on mining and natural resource companies in both developed and emerging markets. Pala Investments' exclusive investment advisor, Pala Investments AG, is a Switzerland-based team with extensive experience within the mining and natural resource sectors. Pala Investments AG also advises Pala Assets Holdings Limited, a US$700 million alternative investment company focused primarily on earlier-stage natural resource companies in emerging markets. Both Pala Investments and Pala Assets seek to assist companies in which they have long-term shareholdings by providing strategic advice and innovative financing solutions.
About RCAI
Headquartered in San Clemente, California, RCAI manufactures and globally markets its Alderox® line of release agents and lubricants to heavy industry. The company's patented Alderox® formulations, which are 100% environmentally-friendly, biodegradable, non-hazardous and non-toxic, are used to reduce or eliminate the significant problems associated with the build-up of materials in asphalt and mining haul truck beds, on mining and asphalt handling equipment and on concrete forms and molds.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: The statements contained herein which are not historical are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements, including, but not limited to, certain delays beyond the company's control with respect to market acceptance of new technologies or products, delays in testing and evaluation of products, and other risks detailed from time to time in the company's filings with the Securities and Exchange Commission.
Certain of the statements in the news release are forward-looking. Such statements relating to the Company's future business and the success of its products are based on Management's beliefs and opinions and also on assumptions made by and information currently available to the company. Such statements are subject to certain risks, uncertainties and the correctness of assumptions, and should be read with this cautionary statement in mind.
CONTACT: Mike Davies at RCAI directly at tel. (949) 542-7440; or visit the Company online at www.rca-inc.com
my apology for the typo
A 2 for 1 is not a reverse split. Try 1 new share for 2 that you own. That's how it's read 1:2, 1:10, 1:1,000 ETC.
one can if they are going to cut your shares in half and then take another loan and issue more shares.
I dont know about that, but it is going in the right direction recently though. Slowly but upward. Cant be upset with that.
ok, that i would agree with. but this then tells me they diluted the stock in the first place which is not good.
It will allow some consolidation of shares. I think it will bring more value to the stock in the long term. This stock should be trading in the dollars and that is what the company wants. I feel that there will be some BIG news after the split to drive this thing up into the dollar range.
a 2 for 1 reverse split is a good thing??
Well it does OL Capt Als heart good to see some of his retirement money moving up in the right direction. Maybe this is the start of good things to come!!!
Entry into a Material Definitive Agreement, Creation of
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
SECURED CONVERTIBLE DEBENTURE
On December 12, 2007, we issued a Secured Convertible Debenture (the "Debenture") to Pala Investments Holdings Limited ("Pala"). The Debenture provides for us to receive $5,000,000 in two tranches: a first tranche of $3,000,000 which funded immediately on closing (the "First Tranche"), and a second tranche of $2,000,000 which we will be entitled to if we meet certain performance benchmarks by December 31, 2008, or which may otherwise be provided at Pala's discretion (the "Second Tranche'). The Debenture carries interest of 12% per annum, compounding quarterly, and matures on December 11, 2010 (the "Maturity Date").
Pala and its affiliated companies together have over 1.7 billion dollars under management and focus on investing in the mining and natural resources sector. Pala is based in Jersey in the United Kingdom. Its exclusive advisor, Pala Investments AG, is based in Zug, Switzerland.
The Debenture has been offered and sold to Pala in reliance upon exemptions from registration pursuant to Regulation S and Regulation D promulgated under the Securities Act of 1933, as amended. Pala is a non-U.S. person as defined in Rule 502 of Regulation S and an accredited investor as defined by Rule 501 of Regulation D.
CONVERSION RIGHTS
Prior to the Maturity Date, Pala will have the option to convert the outstanding balance of principal and unpaid interest into shares of our common stock (the "Shares") at a conversion price of $0.14 per share. The Debenture requires us to effect a 1 for 2 reverse split of our outstanding common stock and to increase our authorized shares of common stock from 150,000,000 to 200,000,000 (the "Share Reorganization.)" We are required to use best efforts to effect the Share Reorganization by February 10, 2008, and must complete the Share Reorganization no later then April 10, 2008. Pala's conversion rights commence on the effective date of the Share Reorganization and continue until the Maturity Date.
WARRANTS
For every dollar of principal advanced under the Debenture, Pala is entitled to a warrant (a "Warrant" and collectively the "Warrants") to purchase one share of our common stock at $0.21 per share (the "Warrants"). The Warrants expire on December 11, 2010. Pala has received 3,000,000 Warrants in connection with the first tranche and will be entitled to an additional 2,000,000 Warrants in the event the Second Tranche funds.
In the 1 for 2 reverse split to be effected as part of the Share Reorganization and in any future reverse split, the number of Warrants is not subject to adjustment, but the Warrant exercise price will be adjusted upwards. As adjusted for Share Reorganization, the 3,000,000 Warrants with an exercise price of $0.21 per share already received by Pala will be 3,000,000 Warrants with an exercise price of $0.42 per share.
SECOND TRANCHE
As long as we are not in default under the Debenture and the representations and warranties we made in the Debenture as of December 12, 2007 remain true and accurate, we are entitled to receive the $2,000,000 Second Tranche if we meet all of the following benchmarks by December 31, 2008 (the "Benchmarks"):
o We have sold at least one million (1,000,000) gallons of our Alderox product during calendar year 2008;
o We have signed orders or contracts for the sale of at least 1,000,000 gallons of Alderox during calendar year 2009, or we have the reasonable expectation of selling at least 1,000,000 gallons of Alderox during calendar year 2009 based on signed orders for the sale of Alderox in calendar year 2009 and/or existing customer accounts; and
o We have reached a gross profit margin of Five Dollars ($5.00) per gallon on our total sales of Alderox as calculated according to U.S. Generally Accepted Accounting Procedures in effect at the time in calendar year 2008.
Even if we do not meet the Benchmarks, Pala may fund the Second Tranche at its sole discretion. However, we can offer no assurances that we will meet the Benchmarks and qualify for the Second Tranche.
RIGHT OF FIRST REFUSAL
During the term of the Debenture, Pala has a right of first refusal on financings by the Company with the exception of transactions involving the following:
o Our issuance of any securities (other than for cash) in connection with a merger, acquisition or consolidation;
o Our issuance of securities in connection with license agreements, joint ventures and other similar strategic partnering arrangements, so long as such issuances are not for the primary purpose of raising capital;
o Our issuance of common stock or the issuance or grants of options to purchase common stock pursuant to stock option plans and employee stock purchase plans;
o Any issuances of stock as a result of the exercise of options or warrants or conversion of convertible notes which are granted or issued prior to the Debenture;
o Any warrants issued to the Lender pursuant to or otherwise for the transactions contemplated by this Agreement;
o Any financing which by its terms is to fund at or following the Maturity Date, or which is entered into for the purpose of repaying the Debenture; and
o Permitted Indebtedness (as defined below)
The right of first refusal provisions require us to give Pala written notice of any proposed non-exempt financings, prior to proceeding with such financing. On receiving such notice, Pala has 15 trading days to elect to provide the financing on the proposed terms before we can proceed with obtaining such financing from a third party.
OTHER REQUIREMENTS AND RESTRICTIONS
Without Pala's approval, we may not enter into any further indebtedness other then the following (the "Permitted Indebtedness"):
o All accounts payable generated in the normal course of business;
o Additional advances on Borrower's existing line of credit from Canvasback Company Limited (the "Canvasback Line of Credit"), provided that the aggregate outstanding balance shall not exceed $500,000;
o Indebtedness with respect to capital lease obligations (including leases of real property) or other obligations for equipment purchases not to exceed $100,000;
o Loans or advances on a credit facility or facilities, provided the terms thereof are not substantially more burdensome than those of the Canvasback Line of Credit and the aggregate balance of such loans or advances together with that of the outstanding balance of Canvasback Line of Credit is not more then the maximum balance of the Canvasback Line of Credit; and
o Extensions, renewals, refundings, refinancings, modifications, amendments and restatements of the above items or any indebtedness existing as of the date of the Debenture, provided that (i) the principal amount thereof is not increased and (ii) the terms are not . . .
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT.
Our discussion under Item 1.01 of this Current Report is hereby incorporated by this reference.
ITEM 3.02 UNREGISTERED SALE OF EQUITY SECURITIES.
Our discussion under Item 1.01 of this Current Report is hereby incorporated by this reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibit No. Description
4.1 Secured Convertible Debenture, dated December 12, 2007, issued to Pala Investments Holdings Limited.
4.2 Warrant Certificate, dated December 12, 2007, issued to Pala Investments Holdings Limited.
4.3 Voting and Right of First Refusal Agreement, dated December 12, 2007, by and among Reclamation Consulting and Applications, Inc., Pala Investments Holdings Limited and the stockholders set forth on Exhibit
A.
4.4 Registration Rights Agreement, dated December 12, 2007, between
Reclamation Consulting and Applications, Inc. and Pala Investments
Holdings Limited.
4.5 Form of Amendment No. 1 to Secured Convertible Debenture dated May 30,
2007.
10.1 Promissory Note, dated December 12, 2007, issued to Pala Investments
Holdings Limited.
10.2 Patent and Trademark Security Agreement, dated December 12, 2007,
between Reclamation Consulting and Applications, Inc. and Pala
Investments Holdings Limited.
10.3 Form of Subordination Agreement, dated December 2007, in favor of Pala
Investments Holdings Limited.
Sorry i dont follow? Good action recently though.
We now have a Co. "THEME SONG" so let lift our spirits & song along!!!
Capt AL, MORE NEWS! If you read, Canada, Mexico and International Sales!~ My hint! (RTP)
It should pan out. Heres a hint, Research ticker RTP, not here but on Yahoo. :)
Well it all depends on earnings, if they show a profit I can see the stock jumping up. Nice to know others have high interest in this stock. REGARDS
Yeah i am hoping that it will take off soon. That is what the rumor mill is saying over here. I add a few more shares. I like that it is starting to slowly move up and when the news comes, it should take off. The worse enemy of this stock is that it just is not well known. It could do great if it had a following. Those of us out here on the west coast know enough when to buy and sell, but we all are still long on these guys. $1.00 pps is very attainable and maybe by next year.
That's what I'm hear for, but I may keep some shares to stay with the news & watch for dips.
Yeah i hear you. This company is out here in California where i live and there are a few of us who really have been holding for the big run. Word is it could be soon. But still speculation. I would imagine that it would atleast get back to the .40 range again. If so, that still is about 100% gain from this point. Not bad!
I'm in NJ & I just bought back in. Had this before & took a nice profit, so why not do it again.
How long have you been holding? Are you a CA guy? Most of the hype is here in CA where the company is. The news should spread though once the stock picks up some steam.
That could be the deal soon.
All it takes is to make a large reportable profit!!!
The company does have more than one product for different applications. However, the product is so good in the mining industries that it is saving the companies that use it several thosand dollars and they are spreading the word on RCAA. The company has a sweet deal that should come out of the last PR about the demo. It will insure the company some really good revenues! And possible more from what i was told. But i am not going to tell you to jump in and put all your money. It is worth throwing some change at though. Some people have told me that this stock could easily be double or tripled the pps by end of year. Most think even higher on another exchange by next year, but that is speculation at this point.
I sold this stock earlier this year for a nice profit, & I'm back in to do it again. I'd like to see the co have more than 1 product to stay long term.
No one on this site for this stock. Some our on Yahoo if you look there. This stock has great things coming and now is the time to load up. Demonstration = contract = revenues!
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