FREEDOM 51 !!!!!!!!!!!!!!!!!!!!!!!!
Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.
Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.
More hits on $BISA today ..... hmmm
Seems to be a few more hits with slightly more size at the ask today .... rather than the usual token prints at both the bid and ask ... Anytime dormant shells like $BISA start showing unusual activity warrants closer watching ... in particular it has been dormant so long and just recently started getting on the pinks .... Heavens knows so many sectors are hot these days ... Weed ... Shrooms ... Bitcoin ... Medical ... bound to be someone looking for a clean shell with a great structure ...
Wonder when $BISA gets put into play ... its been dormant for years ... getting some hits today ...
It will take a while for BISA to move as many folks don't even know it's moved back to the PINK's ....also a lot of folks likely just going to wipe their hands and sell after sitting on dead money for years and mm's and others just waiting to scoop up those shares .... it moved back on to the PINK's for a reason just need to wait a while longer as everything plays out ...
BISA it's been a long haul but looks like light at the end of the tunnel ...getting quoted on the Pinks again ..... 0.0351 / 0.05
SDON a little volume to the upside which is pretty unusual ... it's been inactive for years ...
Just checked and like has been mentioned they are still filing … interesting …. http://quote.morningstar.com/stock-filing/Quarterly-Report/2019/6/30/t.aspx?t=:BISA&ft=10-Q&d=6a0f2de51351c4a037ee84164185c3ae
EARLY WARNING REPORT FILED PURSUANT TO
PART 3 OF NATIONAL INSTRUMENT 62-103
A. The name and address of the offeror:
Gramercy Funds Management LLC (“Gramercy”)
20 Dayton Avenue
Greenwich, CT 068030
USA
B. The designation and number or principal amount of securities and the offeror’s securityholding percentage in the class or securities of which the offeror acquired ownership or control in the transaction or occurrence giving rise to the obligation to file the news release, and whether it was ownership or control that was acquired in those circumstances.
On February 28, 2014 (the “February Financing”), Gramercy, as investment manager to certain investment funds, acquired by way of private placement, control or direction over an aggregate of $40 million of exchangeable preferred shares, which preferred shares are exchangeable into common shares of Banro Corporation (“Banro”). The exchangeable preferred shares acquired under the private placement, which were issued through two Banro subsidiaries, will pay an 8% cumulative preferential cash dividend, payable quarterly, and mature on June 1, 2017. At the option of the holders and at any time before the maturity date, the holders are currently entitled to exchange their preferred shares into 63,000,000 common shares of Banro at a strike price of US$0.5673 per common share.
On August 18, 2014 (the “August Financing”), Gramercy, as investment manager to certain investment funds, acquired by way of private placement, control or direction over senior secured notes (“Notes”) and warrants (“Warrants”) for gross aggregate proceeds of up to US$35.5 million. The Warrants have a three year term and entitle the holders to purchase a total of 13.3 million common shares of the Company at an exercise price of Cdn$0.269 per share. The Warrants will be exercisable for cash, or by a cashless exercise, at the option of the holder.
Prior to the completion of the August Financing, Gramercy also held control or direction over 10,873,150 common shares of Banro, representing 4.31% of the issued and outstanding common shares of Banro.
C. The designation and number or principal amount of securities and the offeror’s securityholding percentage in the class of securities immediately after the transaction or occurrence giving rise to the obligation to file the news release.
Following the closing of the August Financing, investment funds management by Gramercy own (i) preferred shares that are exchangeable into 63,000,000 common shares of Banro, representing 19.18% of the total number of common shares of Banro assuming the exchange of the preferred shares into common shares and exercise of all warrants, (ii) 6361442
- 2 -
Warrants that are exercisable for 13,300,000 common shares of Banro, representing 4.05% of the total number of common shares of Banro assuming the exercise of all Warrants and the exchange of all preferred shares, and (iii) 10,873,150 common shares representing 3.31% of the common shares of Banro assuming the exchange of all preferred shares into, and the exercise of all Warrants for, common shares. Together, this constitutes approximately 26.54% of the common shares assuming the exchange of all preferred shares into, and the exercise of all Warrants for, common shares.
However, pursuant to the terms and provisions of each of (i) the Securities Purchase Agreement dated February 28, 2014 pursuant to which the preferred shares were acquired, and (ii) the Securities Purchase Agreement dated August 18, 2014 pursuant to which the Warrants and Notes were acquired, the funds managed by Gramercy are not permitted to exchange the preferred shares into common shares of Banro or exercise the Warrants for common shares of Banro such that the aggregate amount of common shares held by the funds would exceed 19.9% of the issued and outstanding number of common shares of Banro at any time (the “19.9% Cap”).
D. The designation and number of principal amount of securities and the percentage of outstanding securities of the class of securities referred to in paragraph (c) over which
(i) the offeror, either alone or together with any joint actors, has ownership and control:
Gramercy itself does not own common shares of Banro, the exchangeable preferred shares which are exchangeable into common shares of Banro, or the Warrants. The common shares previously held and the exchangeable preferred shares and Warrants acquired in the February Financing and August Financing, respectively, are owned by investment funds managed by Gramercy. In its capacity as investment manager of these funds, Gramercy exercises control or direction over these securities held by the funds, representing 3.31% of the issued and outstanding common shares as of closing of the August Financing and 26.54% of the issued and outstanding common shares assuming the exchange of all preferred shares into, and the exercise of all Warrants for, common shares of Banro, however as a result of the 19.9% Cap, the amount that can actually be held (including upon an exchange of the preferred shares or exercise of Warrants) cannot exceed 19.9% of the issued and outstanding number of common shares of Banro at any time.
(ii) the offeror, either alone or together with any joint actors, has ownership but control is held by other persons or companies other than the offeror or any joint actor:
Not applicable.
(iii) the offeror, either alone or together with any joint actors, has exclusive or shared control but does not have ownership:
Gramercy exercises control or direction over common shares, exchangeable 6361442
- 3 -
preferred shares and Warrants of Banro, which securities are owned by investment funds managed by Gramercy. The preferred shares are currently exchangeable for 63,000,000 common shares of Banro at a price of US$0.5673 per share, representing
19.99% of the issued and outstanding common shares assuming the exchange of all preferred shares into common shares; the Warrants are currently exerciseable for 13,300,000 common shares of Banro at a price of Cdn$0.269 per share, representing 5.01% of the issued and outstanding common shares assuming exercise of all Warrants into common shares, and together with the common shares of Banro over which Gramercy held control or direction over prior to the private placement, represent 26.54% of the issued and outstanding common shares, however the amount that can actually be held (including upon an exchange of the preferred shares or exercise of Warrants) cannot exceed 19.9% of the issued and outstanding number of common shares of Banro at any time.
E. The name of the market in which the transaction or occurrence that gave rise to the news release took place:
Not applicable.
E1. The value, in Canadian dollars, of any consideration offered per security if the offeror acquired ownership of a security in the transaction or occurrence giving rise to the obligation to file a news release.
The exchangeable preferred shares acquired by the funds managed by Gramercy were acquired for aggregate consideration of US$40,000,000 (approx Cdn$44,421,600 based on the average of the noon exchange rates published by the Bank of Canada for the five days prior to the closing of the private placement), or $1,000 per preferred share (which includes payment for the corresponding exchange right to exchange each preferred share into a common share of Banro at a price of US$0.7204 per share). In accordance with the terms of the preferred shares, as disclosed in C above, the price for exchanging each preferred share into a common share of Banro has been adjusted to US$0.5673 concurrent with the completion of the August Financing.
The Notes and the Warrants acquired by the funds managed by Gramercy were acquired for aggregate consideration of up to $35.5 million. The allocation of each $1,000 of purchase price between the Initial Notes (as defined in the Securities Purchase Agreement dated August 18, 2014) and the Warrants shall be $50 allocated to the Warrants and $950 allocated to the Initial Notes. The exercise price for the Warrants of Cdn$0.269 was based on the volume weighted average trading price of the common shares of Banro for the five days immediately prior to the completion of the August Financing.
F. The purpose of the offeror and any joint actors in effecting the transaction or occurrence that gave rise to the news release, including any future intention to acquire ownership of, or control over, additional securities of the reporting issuer:
The preferred shares and Warrants owned by the investment funds managed by Gramercy are held for investment purposes. Gramercy may, subject to market conditions and in compliance with applicable securities laws, make additional investments in, or dispositions of, securities of Banro, including additional purchases or dispositions of 6361442
- 4 -
common shares or securities convertible into, or exchangeable for, common shares.
G. The general nature and the material terms of any agreement, other than lending arrangements, with respect to securities of the reporting issuer entered into by the offeror, or any joint actor, and the issuer of the securities or any other entity in connection with the transaction or occurrence giving rise to the news release, including agreements with respect to the acquisition, holding, disposition or voting of any of the securities:
The preferred shares acquired by funds managed by Gramercy were acquired pursuant to the terms of a Securities Purchase Agreement dated February 28, 2014 between funds managed by Gramercy, Banro, and Namoya (Barbados) Limited and Twangiza (Barbados) Limited, each subsidiary entities of Banro, a copy of which is available under Banro’s profile on the System for Electronic Document Analysis and Retrieval found at www.sedar.com.
The Warrants acquired by funds managed by Gramercy were acquired pursuant to the terms of a Securities Purchase Agreement dated August 18, 2014 between funds managed by Gramercy and Banro.
H. The names of any joint actors in connection with the disclosure required by this Form:
The investment funds managed by Gramercy that acquired the exchangeable preferred shares and Warrants are those as set out in the signature pages to the respective Securities Purchase Agreements referred to in item G above.
I. In the case of a transaction or occurrence that did not take place on a stock exchange or other market that represents a published market for the securities, including an issuance from treasury, the nature and value of the consideration paid by the offeror:
See item E1 above.
J. If applicable, a description of any change in any material fact set out in a previous report by the offeror under the early warning requirements or Part 4 of National Instrument 62-103 in respect of the reporting issuer’s securities: Not applicable.
K. If applicable, a description of the exemption from securities legislation being relied on by the offeror and the facts supporting that reliance.
The securities acquired were not subject to any prospectus or registration requirements under applicable Canadian securities laws and in respect of the preferred shares acquired pursuant to the February Financing, were acquired pursuant to prospectus exemption qualifications under applicable securities laws of Barbados.
Dated this 20th day of August, 2014.
6361442
- 5 -
GRAMERCY FUNDS MANAGEMENT LLC
Per:
“Robert L. Rauch”
Name: Robert L. Rauch
Title: Authorized Signatory
6361442
FORM 8-K filed... pretty comprehensive overview including financials....
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=9978578
URBF.... URBF Ned Goodman's Dundee (T.DC.A) upping stake in cubic farming (URBF) venture
Read more at http://www.stockhouse.com/news/newswire/2014/04/10/ned-goodman-s-dundee-t-dc-a-upping-stake-cubic-farming-urbf-venture#8Ta35ajK7KfeK2tB.99
SDON.... 10K filed
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=9889858
KJFI...Kang Jiafu International share price hit a record high
http://translate.google.com/translate?hl=en&sl=zh-CN&tl=en&u=http%3A%2F%2Fkjfys.com%2Fzhongyaoshijian.asp%3Flt%3D135&sandbox=1
March 20, 2014, Kang Jiafu International shares have once again to break a record high, reaching 3.60 dollars, which explains Kang Jiafu is being recognized by more and more people. ??? practical action to meet the bright, shining light will eventually ???.
Kang Jiafu thanks to the cooperation and support of all shareholders, let us work together, let ??? international price to new highs! Kang Jiafu work together to bring a brighter future!
Kang Jiafu, so that everyone healthy again! China to build health industry business models!
KJFI... March 15 Kang Jiafu successful convening of the general meeting of international
http://translate.google.com/translate?hl=en&sl=zh-CN&tl=en&u=http%3A%2F%2Fkjfys.com%2Fzhongyaoshijian.asp%3Flt%3D135&sandbox=1
Important Events...
March 15, 2014, Saturday, the day the sun is particularly bright, Kang Jiafu International On this beautiful day, retired cadres in Wuxi Meiyuan second shareholders' meeting convened Kang Jiafu International.
At the meeting, the first under the auspices of the International Kang Jiafu Mr. Sun Xiaoming, vice president, field ??? shareholders elected 30 representatives. Several shareholders under the supervision of the witness, we fair, open and impartial ballot tellers, and ultimately won the Miss Xu Hongmei champion highest audience votes, the other 29 shareholder representatives elected by the votes sizes turn out.
The meeting was described as luxury lineup, with many special guests were invited to the shareholders' meeting. Which attracted the most attention is Aixinjueluo Drexel (Pu Min), he is the descendant of the royal family of the Qing Dynasty, is the Ching dynasty emperor Pu Yi Zongdi, the founding emperor of the Manchu Nurhachu sons, a "Royal Highness." The meeting, Pu Min came a speech, he said he was optimistic about the prospects for the development of international Kang Jiafu, he also meeting was Mr. Liao Yazhong ??? international president issued a formal letter of appointment, hired as ??? International Royal Culture Business General Counsel. In the days that followed, Pu ??? will join ??? family, we will work together with Pu ??? ??? build a new dynasty together!
At the Congress, but also with Chatwin Kang Jiafu International Equity Investment Fund Management Co., Ltd. of Shenzhen sunset signed a letter of intent ??? asset acquisition, ??? will Chatwin joined forces with the sunset in the coming days, work together to develop the next together, scaled new heights.
Finally, Mr. Liu and other ??? president in Asia as ??? leaders and guests have summarized the international development and direction of the report. The presence of all the shareholders, leaders and guests eventually agreed, Kang Jiafu International bound to the final victory and glory!
Kang Jiafu, so that everyone healthy again! China to build health industry business models!
KJFI... March 15 Kang Jiafu successful convening of the general meeting of international
http://translate.google.com/translate?hl=en&sl=zh-CN&tl=en&u=http%3A%2F%2Fkjfys.com%2Fzhongyaoshijian.asp%3Flt%3D135&sandbox=1
Important Evengts...
March 15, 2014, Saturday, the day the sun is particularly bright, Kang Jiafu International On this beautiful day, retired cadres in Wuxi Meiyuan second shareholders' meeting convened Kang Jiafu International.
At the meeting, the first under the auspices of the International Kang Jiafu Mr. Sun Xiaoming, vice president, field ??? shareholders elected 30 representatives. Several shareholders under the supervision of the witness, we fair, open and impartial ballot tellers, and ultimately won the Miss Xu Hongmei champion highest audience votes, the other 29 shareholder representatives elected by the votes sizes turn out.
The meeting was described as luxury lineup, with many special guests were invited to the shareholders' meeting. Which attracted the most attention is Aixinjueluo Drexel (Pu Min), he is the descendant of the royal family of the Qing Dynasty, is the Ching dynasty emperor Pu Yi Zongdi, the founding emperor of the Manchu Nurhachu sons, a "Royal Highness." The meeting, Pu Min came a speech, he said he was optimistic about the prospects for the development of international Kang Jiafu, he also meeting was Mr. Liao Yazhong ??? international president issued a formal letter of appointment, hired as ??? International Royal Culture Business General Counsel. In the days that followed, Pu ??? will join ??? family, we will work together with Pu ??? ??? build a new dynasty together!
At the Congress, but also with Chatwin Kang Jiafu International Equity Investment Fund Management Co., Ltd. of Shenzhen sunset signed a letter of intent ??? asset acquisition, ??? will Chatwin joined forces with the sunset in the coming days, work together to develop the next together, scaled new heights.
Finally, Mr. Liu and other ??? president in Asia as ??? leaders and guests have summarized the international development and direction of the report. The presence of all the shareholders, leaders and guests eventually agreed, Kang Jiafu International bound to the final victory and glory!
Kang Jiafu, so that everyone healthy again! China to build health industry business models!
ZEGG SCHEDULE 14C INFORMATION http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=9842124
CHIF... maintaining their filings.... good sign
http://www.otcmarkets.com/financialReportViewer?symbol=CHIF&id=116966
Spoke with company general manager they are legitimate.
.
Spoke with general manager. Company is in a quiet period until march 17 then they can begin to issue updates.
1. Electric vehicles are in transit to the u.s.
2.Scouting for manufacturing facility for eventual manufacture in u.s.
3. China auto factory which currently produces the ev-go is one of the "big three" automakers in china producing for honda and infinity etc.
The husband and wife team mentioned here are the former owners of the zegarelli shell company. 2050motors is run by Michael Hu. He had the China connection which enabled 2050 to get the exclusive rights to the ev-go.
I'n not worried about fraud here but yes it is a brand new company and i'm sure they'll need to raise funds before they ever get to the manufacturing stage but until then the plan is to import from china and use any positive cashflow to transition to a u.s. manufacturer. Electric vehicles are hot with TSLA hitting all time highs and i think the timing on this is good. I understand the skepticism the here. Lots of frauds in penny stock land but i'll try to keep an eye on these guys
Posted on Yahoo
ZEGG looking like it could get interesting .... anybody been able to make contact ??? Pretty steady accumulation...
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The following table sets forth the number of shares of common stock beneficially owned as of February 28, 2013 by: (i) those persons or groups known to own beneficially more than 5% of our common stock, (ii) each of our current directors and executive officers and (iii) all of our executive officers and directors as a group. The information presented does not reflect the ownership interests of such individuals as a result of the merger transaction described above.
The information is determined in accordance with Rule 13d-3 promulgated under the Exchange Act. Except as indicated below, the shareholders listed possess sole voting and investment power with respect to their shares. Except as otherwise indicated in the table below, the business address of each individual or entity is 80679 Camino Santa Elise, Indio, California 92203.
Name of
Beneficial Owner Amount and Nature
of Beneficial Ownership Percentage
of Class
Alfred E. Booth, Jr. (1) 15,825,000 (1) 71.1 %
Judith E. Zegarelli 632,441 2.8 %
Marie Booth (1) -0- (1) -0- %
Total Officers and Directors as a Group (3 Persons) 16,457,441 73.9 %
(1) Alfred Booth and Marie Booth are husband and wife and they are both the beneficial owner of 15,825,000 shares of common stock.
NAME/SYMBOL CHANGES
Updated Date Old Symbol Old Name New Symbol New Name Comment
09:16 1/30/2013 CAML Camelot Corp (NV) Common Stock KJFI Comjoyful International Company Common Stock **
[img][/img]
SGBX .35 Donald Trump Jr. Named Senior Advisor to SG Blocks, Inc.
http://finance.yahoo.com/news/donald-trump-jr-named-senior-173522025.html
It's barely even traded a few thousand shares in the 3 years since the reverse. I've had bids in most of the time and they would only fill me if I lifted the a/n restriction and then the buggers would fill me with ridiculous amounts like 23 shares and once I think even 6 shares. With anything I own I hope it works out but with 500 measly shares I would need 20 buks a share to make this worthwhile and I don't see that happening... I'm just amused at how many posts a stock with such little public ownership is attracting...
Sure a lot of posts on board where I'm pretty sure hardly any one owns even so much as 500 shares.. After GRLZ reversed 1-200 I still have my 500 shares sitting in my POS bag waiting to use it as a tax loss one day LOL LOL Always interesting to see how those shells leftover from the good old days years ago end up.. Most of them just disappear only the odd one ever amounts to anything more than a hill of beans or ends up as a pump and dump after billions of shares get issued. Not expecting my 500 shares to amount to much of anything. I'm pretty sure dilution is about to hit bigtime...
New 10Q... name changed but still awaiting new symbol and 3-1 forward split.... http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=8257131
SCHEDULE 14C and SCHEDULE 14F-1
(Rule 14c-101 and Rule 14f-1)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=8107995
Geopulse Completes First Stage Acquisition Strategy
Ticker Symbol: U:GPLS
-- () --
http://media.marketwire.com/attachments/201008/11419_geopulse.jpghttp://at.marketwire.com/accesstracking/AccessTrackingLogServlet?PrId=786467&ProfileId=051205&sourceType=1
Geopulse Exploration Inc. (OTCQB: GPLS) (OTCBB: GPLS) announces the completion of its initial stage Copper, Gold and Potash Properties acquisition strategy. The Company will be moving forward with further plans, which entails the work-study on current projects, review of projects in Colombia, Mexico and Ecuador, and the reviewing of financing options to better suit maximum shareholder value with minimum dilution.
In March 2011 Geopulse completed the acquisition of a metalliferous mineral and copper property which is located in the proven mineral / copper rich Paradox Basin area in the Lisbon Valley of San Juan County, Utah.
In May 2011 Geopulse completed the acquisition of a mineral property in the La Sal Mountain region of San Juan County, Utah. The primary objective of this acquisition is its gold exploration potential. This property was advantageously chosen for the numerous placers gold finds located throughout this area.
In August 2011 Geopulse completed the acquisition of a Potash Property Lease located in the State of Utah. The potash property is located in a mining friendly area with some of the largest proven potash deposits. It has easy access and is considered a highly significant asset for the company.
Safe Harbor for forward-looking statements
This release contains certain statements that are "forward-looking" statements (as the term is defined in the Private Securities Litigation Reform Act of 1995). Any such forward-looking statements are inherently speculative and are based on currently available information, operating plans and projections about future expectations and trends. As such, they are subject to numerous risks and uncertainties, such as general economic and business conditions, the ability to acquire and develop specific projects, the ability to fund operations, and other factors over which Geopulse Exploration Inc. has little or no control. Actual results and performance may be significantly different from expectations or trends expressed or implied by such forward-looking statements. Geopulse Exploration Inc. expressly disclaims any obligation to update the statements contained in this release.
Geopulse Exploration Inc.
6565 Americas Parkway NE, Suite 200
Albuquerque, NM 87110
Ph: 505-563-5787
investorinfo@geopulseinc.com
GPLS ..... no pumping anywhere... looks like a pretty solid promo in place... the best kind....
Geopulse Awarded Potash Property by Utah State
Ticker Symbol: U:GPLS
-- () --
http://media.marketwire.com/attachments/201008/11419_geopulse.jpghttp://at.marketwire.com/accesstracking/AccessTrackingLogServlet?PrId=785613&ProfileId=051205&sourceType=1
Geopulse Exploration Inc. (OTCQB: GPLS) (OTCBB: GPLS) has secured their Potash Property Objective in the State of Utah. The Company was among numerous other Mineral Exploration groups participating in the competitive tender process. Geopulse was recently informed of their success and now await final State approval of Company ownership.
The competition and bidding for valued potash properties in Utah State and Paradox Basin has been aggressive. Geopulse Exploration is pleased to confirm the addition of this significant shareholder-enhancing Potash Property to our expanding asset portfolio.
The Company will continue to focus on potash acquisition and development in the prolific Paradox Basin area. A number of other companies have shown great success in this region. The nearby Cane Creek Potash Mine, with an estimated life of over 124 years, produces over 180,000 tons per/year of potash; a value of nearly $100 million at current prices.
Over the last decade, the potash industry has experienced rapid growth as a result of rising demands for food, feed and fertilizer. Worldwide, the increasing need for potash is expected to exceed the current supply. The United States produces only about 1,200,000 tons of potash a year, but consumes 5,200,000 tons; making it one of the largest net importers of potash in the world.
Safe Harbor for forward-looking statements
This release contains certain statements that are "forward-looking" statements (as the term is defined in the Private Securities Litigation Reform Act of 1995). Any such forward-looking statements are inherently speculative and are based on currently available information, operating plans and projections about future expectations and trends. As such, they are subject to numerous risks and uncertainties, such as general economic and business conditions, the ability to acquire and develop specific projects, the ability to fund operations, and other factors over which Geopulse Exploration Inc. has little or no control. Actual results and performance may be significantly different from expectations or trends expressed or implied by such forward-looking statements. Geopulse Exploration Inc. expressly disclaims any obligation to update the statements contained in this release.
Geopulse Exploration Inc.
6565 Americas Parkway NE, Suite 200
Albuquerque, NM 87110
Ph: 505-563-5787
investorinfo@geopulseinc.com
Geopulse in the Final Stages of Utah Potash Land Lease Program
Ticker Symbol: U:GPLS
-- () --
http://media.marketwire.com/attachments/201008/11419_geopulse.jpghttp://at.marketwire.com/accesstracking/AccessTrackingLogServlet?PrId=781343&ProfileId=051205&sourceType=1
Geopulse Exploration Inc. (OTCQB: GPLS) (OTCBB: GPLS) has submitted a sealed offer to acquire a large parcel Potash Property Lease in the State of Utah. The potash lease is located in a mining friendly jurisdiction with easy access. It is considered a highly significant asset for Geopulse Exploration.
When successful, Geopulse is confident that the potential of this asset will be significant to the Company's strategy of creating shareholder value. Geopulse will continue to seek additional properties in Potash mining.
Geopulse Exploration's target area for potash development will remain in the abundant Paradox Basin region, an area that contains an estimated 2 billion tons of potash. Numerous prosperous potash developers, such as Intrepid Potash, have found success in this area of Utah.
Management continues to negotiate financing options for additional expansion efforts and asset acquisitions. Negotiations are ongoing and the Company will announce results upon completion.
Potash is an indispensable fertilizer essential to a growing population and increased food demands. This and other factors make potash an increasingly valuable resource that is projected to increase in value by over 700 percent by 2020.
Safe Harbor for forward-looking statements
This release contains certain statements that are "forward-looking" statements (as the term is defined in the Private Securities Litigation Reform Act of 1995). Any such forward-looking statements are inherently speculative and are based on currently available information, operating plans and projections about future expectations and trends. As such, they are subject to numerous risks and uncertainties, such as general economic and business conditions, the ability to acquire and develop specific projects, the ability to fund operations, and other factors over which Geopulse Exploration Inc. has little or no control. Actual results and performance may be significantly different from expectations or trends expressed or implied by such forward-looking statements. Geopulse Exploration Inc. expressly disclaims any obligation to update the statements contained in this release.
Geopulse Exploration Inc.
6565 Americas Parkway NE, Suite 200
Albuquerque, NM 87110
Ph: 505-563-5787
MAMM..New 10Q out mentions 3-1 forward split expected to be completed in August...
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=8054212
) Forward stock split and Authorized Capital Stock
On May 5, 2011, shareholders of the Company approved the following:
(1) To Forward Split all out-standing shares of the Corporation’s common stock on a 3 for 1 basis.
(2) To reset authorized capital stock at 500,000,000 shares, of which 300,000,000 shares shall be Common stock, par value $0.0001, and 200,000,000 shares shall be preferred stock, par value $0.0001, and to give the Board of Directors the power to fix by resolution the rights, preferences and privileges of preferred stock; and
(3) To amend the Company’s Articles of Incorporation to change the Company’s name to “Dynamic Energy Alliance Corporation”
The Company is in the process of effectuating these amendments, which are anticipated to take effect in August of 2011.
DEF 14C ... Name change and 3-1 forward split expected to be effective by July
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=7986706
To the Shareholders:
The purpose of this Information Statement is to inform the shareholders Mammatech Corporation, a Florida corporation (the “Company”), that as of May 5, 2011, (the Record Date), our Board of Directors and a majority of our shareholders holding approximately 59.23% of our common stock and voting power as of said Record Date, gave written consent on May 5, 2011, to approve the following:
(1) To Forward Split all out standing shares of the Corporation’s common stock on a 3 for 1 basis.
(2) To reset authorized capital stock at 500,000,000 shares, of which 300,000,000 shares shall be Common stock, par value $0.0001, and 200,000,000 shares shall be preferred stock, par value $0.0001, and to give the Board of Directors the power to fix by resolution the rights, preferences and privileges of preferred stock; and
(3) To amend the Company’s Articles of Incorporation to change the Company’s name to “Dynamic Energy Alliance Corporation.”
These actions were approved effective as of May 5, 2011, by our Board of Directors and the shareholders who hold a majority of our issued and outstanding voting securities. We have delegated to our Chief Executive Officer the authority to set the record date and the effective date for these amendments, and anticipate an effective date of on or about July 1, 2011, or as soon thereafter as practicable, all in accordance applicable law, including the Florida General Corporation Law (“FGCL”).
Mammatech Corporation (MAMM) Business Activity Update
Ticker Symbol: U:MAMM
-- () --
http://at.marketwire.com/accesstracking/AccessTrackingLogServlet?PrId=755979&ProfileId=051205&sourceType=1
Mammatech Corporation (the "Company") (OTCBB: MAMM), a renewable energy development company, today provided an update on its business activities for the first quarter 2011.
On March 15, 2011, the Company acquired Dynamic Energy Development Corporation ("DYNAMIC") and its operational subsidiary, Transformation Consulting, a renewable energy development group, in a share exchange with the Company.
As a result, the Company has changed its business purpose to acquiring, combining and maximizing a variety of existing, proven and innovative "Renewable Energy" technologies to create a series of what management believes will be state-of-the-art production facilities called "Dynamic Energy Campuses TM" across North America, initially.
Through the execution of the Company's new business strategy, DYNAMIC has discovered two existing technologies that are believed to be capable of uniquely combining to convert low cost scrap tire feed stocks into approximately 9 high value renewable fuel and consumer products. DYNAMIC's progressive and scalable commercial development strategy is intended to create possible joint venture or franchised opportunities for operations which will have low operational costs and which are anticipated to yield long-term, reoccurring mainstream revenues.
In addition, the Company recently initiated other corporate actions, including, but not limited to:
(1) The Board and Shareholders have approved a Forward Split of all outstanding shares of the Corporation's common stock on a 3 for 1 basis, and the Company is awaiting document clearance prior to setting an effective date for this forward split.
(2) The Board and Shareholders have approved amendments to reset authorized capital stock at 500,000,000 shares, of which 300,000,000 shares shall be Common stock, par value $0.0001, and 200,000,000 shares shall be preferred stock, par value $0.0001, and to give the Board of Directors the power to fix by resolution the rights, preferences and privileges of preferred stock, and these amendments are also awaiting document clearance prior to amendment of the Company's Articles of Incorporation.
(3) The Board and Shareholders have approved the change of the Company's name to "Dynamic Energy Alliance Corporation," pending document clearance.
(4) The Board has acted to change of Fiscal Year-end from August 30 to December 31.
Forward-Looking Safe Harbor Statement:
This press release contains forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. By their nature, forward-looking statements and forecasts involve risks and uncertainties because they relate to events and depend on circumstances that will occur in the near future. Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future. We caution readers that any forward-looking statements are not guarantees of future performance and that actual results could differ materially from those contained or implied in the forward-looking statements. Such forward-looking statements include, but are not limited to, statements about the transactions described herein, future financial and operating results, the combined company's plans, objectives, expectations and intentions and other statements that are not historical facts.
For a discussion of these risks and uncertainties, please see our filings with the Securities and Exchange Commission. Our public filings with the Commission are available from commercial document retrieval services and at the website maintained by the Commission at http://www.sec.gov.
Add to DiggBookmark with del.icio.usAdd to Newsvine
CONTACT:
Tracy Williams
Corporate Administrator
Mammatech Corporation /
Dynamic Energy Development Corporation
233 North Garrard
Rantoul, IL 61866
Tel: 901-414-0003
Fax: 901-328-2761
www.dynamicpetro.com
MAMM ...SCHEDULE 14f-1
CHANGE IN CONTROL
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=7803180
FORM 8-K
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=7802634
Disposition of Assets
In conjunction with the acquisition of DYNAMIC, the Company sold its wholly owned subsidiary, Mammacare Corporation, to Mark K Goldstein and Henry S. Pennypacker, its managers in exchange for $1. MammaCare Corporation was indebted to Mr. Goldstein and Mr. Pennypacker for $1,495,000. The Company sold this subsidiary due to its negative value and continued losses. Additionally, the Company had decided change its business focus to pursue opportunities in the renewable energy sector.
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=7802634
MAMM ...SCHEDULE 14f-1
CHANGE IN CONTROL
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=7803180
FORM 8-K
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=7802634
Disposition of Assets
In conjunction with the acquisition of DYNAMIC, the Company sold its wholly owned subsidiary, Mammacare Corporation, to Mark K Goldstein and Henry S. Pennypacker, its managers in exchange for $1. MammaCare Corporation was indebted to Mr. Goldstein and Mr. Pennypacker for $1,495,000. The Company sold this subsidiary due to its negative value and continued losses. Additionally, the Company had decided change its business focus to pursue opportunities in the renewable energy sector.
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=7802634
MDJT Pink Sheets Level 2 09:39:50
Bid Ask
Time MMid Size Price Price Size MMid Time
12/31 09:30:32 CSTI 5000 0.051 0.1133 5000 NITE 12/31 09:33:01
12/31 09:33:01 NITE 5000 0.05 0.30 5000 CSTI 12/31 09:30:32
06/01 11:45:15 DOMS 5000 0.0001 100.50 100 ETMM 12/29 16:06:54
12/29 16:06:54 ETMM 5000 0.0001 2000.00 5 DOMS 06/01 11:45:15
12/31 08:30:22 AUTO U U AUTO 12/31 08:30:22
12/31 09:30:11 UBSS U U UBSS 12/31 09:30:11
ADIRA ENERGY (ADENF) ANNOUNCES THE GRANTING OF AN OPTION TO ACQUIRE A WORKING INTEREST IN THE "MYRA" AND "SARA" PETROLEUM LICENSES OFFSHORE ISRAEL
Canada NewsWire
TORONTO, Aug. 25
FRANKFURT: AORLB8; OTCBB: ADENF
TORONTO, Aug. 25 /CNW/ - ADIRA ENERGY LTD. (OTCBB: ADENF; FRANKFURT: AORLB8). Adira Energy Ltd. ("Adira" or the "Company") is pleased to announce that it has signed a definitive co-operation agreement with Geo Global Resources Inc., and its wholly owned subsidiary, Geo Global Resources (India) Inc. (collectively "GGR") confirming the terms whereby GGR have agreed to assign an option it has to acquire up to a 5% participating interest in each of two deepwater licenses offshore Israel known as Petroleum Licenses 347 "Myra" and 348 "Sara", to Adira (the "M&S Options").
GGR presently is registered as a 5% participating interest holder in each of the "Myra" and "Sara" Licenses, by virtue of its operatorship of these licenses. GGR has an option to acquire a further participating interest of 5% in each of the licenses from the below mentioned consortium, for an additional consideration of US$1,200,000 combined, plus prorate share of costs related to the licenses from the date upon which GGR acquired the M&S Options, until the date at which the M&S Options are exercised (not expected to exceed US$250,000) ("Option Consideration"), subject to certain terms and conditions. This option has been assigned to Adira and in order to exercise such option, Adira will be required to pay the Option Consideration and comply with the terms and conditions.
The Myra and Sara licenses are located in the Levantine Basin which is located off the western coast of Israel in the Mediterranean Sea, in waters approximately 1,400 meters deep, approximately 35 km from the recent 8.4 TCF Tamar 1, Tamar 2, and adjacent to the 0.5 TCF Dalit natural gas discoveries by the Noble Energy consortium. The Sara license covers an area of approximately 404 square kilometers (156 square miles) and the Myra license covers an area of approximately 396 square kilometers (153 square miles).
3D seismic data for Myra and Sara has been shot, acquired, and processed. The 3D seismic data in respect of the Myra and Sara licenses has been submitted to the Ministry of National Infrastructures ("MNI"). The initial interpretation of the results of the 3D seismic data was completed and a report submitted to the MNI on 1 August 2010. It is expected that the during the remainder of 2010 the following will occur: an initial prospect on each license is to be prepared during September 2010; a report on the hydrocarbon system on the licenses by October 2010, and final preparation of the prospects, together with well plans should be completed by 31 December, 2010, all as per the agreed work program in the license awards. A contract with a drilling contractor is expected March 31, 2011 followed by an expected spud date of Q3 2011.
The Myra and Sara licenses before the exercise of the M&S Options are held by a consortium of owners comprising of Emmanuelle Energy Ltd. (24.161% participating interest) Emmanuelle Energy - Gas and Oil Explorations Limited Partnership (19.161% participating interest), Modiin Energy - Limited Partnership (19.282% participating interest) (Adira Energy's participating interest partner of the Gabriella License), I.P.C. Oil and Gas (Israel), Limited Partnership (13.609% participating interest), The Israel Land Development Company Ltd. (5% participating interest), IDB Development Corporation Ltd. (5% participating interest), Blue Water Oil & Gas Exploration Ltd. (8.787% participating interest), GeoGlobal Resources (India) Inc. (5% participating interest and Operator).
Ilan Diamond, CEO, stated: "We are delighted to have this opportunity to participate in the Myra and Sara licenses. We feel that these licenses have the potential to be world class discoveries and look forward to being able to make a significant contribution to the consortium. We believe that Adira is well positioned with interests in five offshore licenses (2 deep water and 3 shallow water) and two onshore licenses. This balanced portfolio of assets should give us the opportunity to create substantial value for Adira shareholders."
Brownstone Ventures Inc. a Canadian-based, TSX Venture Exchange listed, energy investment company, has the right, subject to certain conditions, to earn a 15% participating interest in Adira Energy's interest in all offshore licenses.
<<
About Adira Energy Ltd.
-----------------------
>>
Adira Energy Ltd. explores for oil and gas in and offshore Israel. It has four petroleum exploration licenses; the Eitan, Gabriella, Yitzhak and Samuel Licenses, collectively covering an aggregate total of approximately 350,000 acres. These licenses are located respectively on-shore in the Hula Valley of Northern Israel, 10 km offshore between Netanya and Ashdod, 17 km offshore between Hadera and Netanya and adjacent to the coast between Ashkelon and Bat-Yam. In addition the company has an agreement to farm in to 70% the Notera license adjacent to the company's Eitan license. Following this announcement, Adira also have the option to acquire 5% in each of the Myra and Sara licenses which, combined, comprise an aggregate area of approximately 190,000 acres.
Forward-Looking Statement Disclaimer
This press release includes certain statements that may be deemed "forward-looking statements". All statements in this press release, other than statements of historical facts, including those that announce proposed financings that the Company expects to complete, are forward-looking statements. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance, and actual results or developments may differ materially from those in the forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include the failure of investors who are believed to have committed to the financings to complete them as a result of general market conditions, adverse developments unique to such investors, or otherwise. Accordingly, the actual amounts raised may differ materially from those projected in the forward-looking statements. For more information on the Company, investors should review the Company's filings, available at www.sedar.com and www.sec.gov. This announcement does not constitute an offering of securities nor a solicitation to purchase securities. An offer of securities will only be made by subscription agreement and subject to applicable law.
Contact:
Canada, Alan Friedman, Executive Vice President, Corporate Development, Adira Energy Ltd., Email: contact@adiraenergy.com, Tel: +1 416 250 1955; Israel, Ilan Diamond, Chief Executive Officer, Adira Energy Ltd., Email: ilan@adiraenergy.com, Tel: + 972 50 991 8555
ADIRA ENERGY ANNOUNCES APPOINTMENT OF NEW DIRECTORS, OFFICERS AND AUDITORS AND FORMATION OF NEW BOARD COMMITTEE
Canada NewsWire
TORONTO, Aug. 23
FRANKFURT: AORLB8; OTCBB: ADENF
TORONTO, Aug. 23 /CNW/ - CNW ADIRA ENERGY LTD. (OTCBB: ADENF; FRANKFURT: AORLB8). Adira Energy Ltd. ("Adira" or the "Company") is pleased to announce that, in anticipation of listing on the TSX Venture Exchange ("TSX-V"), the Company has made various changes to its officers and the Company's board of directors (the "Board") and has selected MSCM LLP ("MSCM") as its independent auditor for the remaining 2010 fiscal year.
Daniel Bloch, previously the Company's Secretary, has been appointed to the Board and Gadi Levin, newly appointed CFO of Israeli operations, has been appointed Secretary.? This brings the Company's Board to six members, including the recently appointed Glen Perry.? Colin Kinley, previously Senior Vice President Operations, has been appointed President and Chief Operating Officer of the Company and Glen Perry, has been appointed Vice President.
The Company has strengthened its audit committee with the addition of Daniel Bloch and Ilan Diamond, who joins current member, Dennis Bennie and in addition has formed a Compensation Committee, which will be comprised of Dennis Bennie, Daniel Bloch and Colin Kinley.
The Company feels these changes will strengthen its operations as well as internal controls and decision-making process, as it prepares to list on the TSX Venture Exchange, and has set out details task lists and internal structure programs to implement these new procedures.? Ilan Diamond, CEO, stated: "As the Company evolves from its early asset accumulation stage to managing and developing its oil and gas blocks both in, and offshore Israel, the emphasis will be placed on reinforcing its business infrastructure and technical foundation to enable the Company to execute on all of its technical and financial commitments. This aspect of the business will be co-managed by Colin Kinley in his new role with Adira Energy as President and Chief Operating Officer. We are confident that Colin, with a career in managing exploration companies supported by Glen Perry, who brings many years of specialised oil and gas experience to the team, a substantial part of which has been in Israel, will position Adira Energy as one of the leading oil and gas companies operating in the region. "?
As the Company evolves, it has become necessary to appoint an audit firm with international business experience, local presence in Israel, combined with expertise in servicing TSX and TSX-V issuers, hence the appointment of MSCM.?
"The Company's audit committee believes that the selection of MSCM is in the best interests of the Company and its shareholders at the present time and we look forward to working with them," commented Alan Rootenberg, Adira Energy's Chief Financial Officer.? "Smythe Ratcliffe LLP ("Smythe"), our audit firm since inception, has made a significant contribution to the Company over the years and we thank them for their services. We look forward to working with them through the transition."? The Company noted that the change in auditors was not the result of any disagreement with Smythe.? A copy of the Company's notice of change of auditor is available at www.sedar.com.
About MSCM
MSCM LLP has been providing audit, accounting, tax planning and management solutions to businesses in a broad range of industries spanning from small privately held businesses to large public companies for over 35 years.? They service approximately 100 publicly listed companies and are in the process of assisting others from around the world become listed in Canada and/or the United States.? Many of these companies are in the resource sector. As a member of Moore Stephens International Limited, one of the top 12 accounting firms worldwide (and the 6th largest in Canada), MSCM has access to a large number of industry specialists and an ability to service clients at an international level including Israel where MSCM has an affiliate office in Tel Aviv.???
About Adira Energy Ltd.
Adira Energy Ltd. explores for oil and gas in and offshore Israel. It has four petroleum exploration licenses; the Eitan, Gabriella, Yitzhak and Samuel Licenses, collectively covering an aggregate total of approximately 350,000 acres. These licenses are located respectively on-shore in the Hula Valley of Northern Israel, 10 km offshore between Netanya and Ashdod, 17 km offshore between Hadera and Netanya and adjacent to the coast between Ashkelon and Bat-Yam. In addition the company has an agreement to farm in to 70% the Notera license adjacent to the company's Eitan license.
Forward-Looking Statement Disclaimer
This press release includes certain statements that may be deemed "forward-looking statements". All statements in this press release, other than statements of historical facts, including those that announce proposed financings that the Company expects to complete, are forward-looking statements. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance, and actual results or developments may differ materially from those in the forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include the failure of investors who are believed to have committed to the financings to complete them as a result of general market conditions, adverse developments unique to such investors, or otherwise. Accordingly, the actual amounts raised may differ materially from those projected in the forward-looking statements. For more information on the Company, investors should review the Company's filings, available at www.sedar.com and www.sec.gov. This announcement does not constitute an offering of securities nor a solicitation to purchase securities. An offer of securities will only be made by subscription agreement and subject to applicable law.
Contact:
TD pretty negfative on JAG after the latest results
Jaguar Mining Inc.
(JAG-T, JAG-N) C$8.29
Operational Challenges Appear Here to Stay; Guidance Slashed
Event
Jaguar reported its Q2/10 results.
Impact
NEGATIVE – We believe these results go beyond a mere quarterly miss.
Production was well below our estimates with cash costs spiking to $746/oz
in the quarter. Operational difficulties appear to be here to stay with 2010
guidance down almost 20% and 2011 guidance down 35%. Based on our
forecasts, we believe the company will have burned through its current cash
balances and may require additional financing by the end of 2010.
Management assured that gold 2010/2011 grades would be above 5.0 g/t at
Turmalina and 4.0 g/t at Paciencia just 4 months ago. Now grades are
expected to remain below 4.0 g/t at both operations. This shortfall will likely
create a serious credibility gap in the minds of investors. Until we see
evidence that Jaguar’s operations can be self sustained, we are unable to
recommend purchasing the stock.
Details
Q2/10 Operating EPS of -$0.12
? Jaguar reported Q2 operating EPS of -$0.12, well below our estimate of
$0.03 and consensus of $0.04. Earnings were well below our estimates
on significantly lower than expected production and higher costs.
? Reported EPS were -$0.07; this included a $5.0m ($0.06/sh) gain on the
disposition of iron ore assets and $1.0m ($0.01/sh) fx loss.
? CFPS were $0.05, well below our estimate of $0.13.
Operational Results Are
? Production: 30,613 oz, below our estimate of 38,579 oz and down from
Q1 production of 31,223 oz.
? Production was below expectations at both assets although Turmalina
was the biggest contributor to the miss. Feed grades at Turmalina of
3.13g/t were well below budget for the quarter of 5.15g/t and the reserve
grade of 3.87g/t.
? The company attributed this to geo-mechanical issues at the mine which
boosted dilution to 30%, well above planned dilution of 15%.
Gold & Precious Minerals
Recommendation: HOLD?
Unchanged
Risk: HIGH
12-Month Target Price: C$9.50?
Prior: C$12.00
12-Month Total Return: 14.6%
Market Data (C$)
Current Price $8.29
52-Wk Range $7.56-$14.18
Mkt Cap (f.d.)($mm) $839.8
Dividend per Share $0.00
Dividend Yield 0.0%
Avg. Daily Trading Vol. (3mths) 449838
Financial Data (C$)
Fiscal Y-E December
Shares O/S (f.d.)(mm) 101.3
Float Shares (mm) 101.3
Net Debt/Tot Cap 20.2%
NAVPS (current)(f.d.) $9.53
Estimates (US$)
Year 2008A 2009A 2010E 2011E
EBITDA ($mm) 20.7 30.9 51.1 112.4
EPS (f.d.) (0.05) 0.03 (0.02) 0.39
EPS (f.d.)(old) -- -- 0.35 0.92
CFPS (f.d.) 0.18 0.51 0.49 1.05
CFPS (f.d.)(old) -- -- 0.85 1.77
EPS (f.d.) Quarterly Estimates (US$)
Year 2008A 2009A 2010E 2011E
Q1 (0.02) 0.03 (0.01) --
Q2 0.00 0.04 (0.12) --
Q3 0.00 0.04 0.03 --
Q4 (0.02) (0.08) 0.08 --
Valuations
Year 2008A 2009A 2010E 2011E
P/E (f.d.) nmf 269.0x nmf 20.7x
P/CFPS (f.d.) 44.8x 15.8x 16.5x 7.7x
All figures in C$, unless otherwise specified.
Steven Green, CFA Scott Parsons, CFA (Associate)
Action Notes August 10, 2010
Equity Research 11 of 45
? The company is in the process of transitioning to the cut and fill mining method and believes this will
improve the dilution issue; however the transition has been slow and they expect lower grades for the
remainder of 2010.
? At Paciencia, lower grades were also largely to blame for the weak production and higher costs. ROM
grades have trended below expectations at the Santa Isabel Mine and as a result the company is in the
process of verifying grades at level 4 with a series of drill holes.
? Cash Costs: $746/oz, well above our estimate of $593/oz and up from Q1 costs of $597/oz.
? Sales: of 30,646 oz were in-line with production at a realized price of $1,203/oz.
Exhibit 1: Q2/10 Operational Results
Q2/09 Q3/09 Q4/09 Q1/10 Q2/10 Q2/10 QoQ
Production (oz) Actual Actual Actual Actual Actual TDN Estimate Difference Change
Sabara 4,952 1,409 0 0 0 0 na na
Sabara Op.Costs (US$/oz) $633 - - - - - na na
Turmalina 19,867 22,249 21,184 16,987 15,896 21,482 -26% -6%
Turmalina Op.Costs (US$/oz) $404 $411 $523 $551 $788 $568 39% 43%
Paciencia 15,939 17,927 18,707 14,236 14,717 17,096 -14% 3%
Paciencia Op.Costs (US$/oz) $491 $468 $556 $646 $701 $625 12% 9%
Total Production
Gold (oz) 40,758 41,585 39,891 31,223 30,613 38,579 -21% -2%
Cash Costs - (US$/oz) $466 $451 $539 $597 $746 $593 26% 25%
Source: Company reports, TDN estimates.
Exhibit 2: Quarterly Production Profile
0
10,000
20,000
30,000
40,000
50,000
60,000
Q1/07
Q2/07
Q3/07
Q4/07
Q1/08
Q2/08
Q3/08
Q4/08
Q1/09
Q2/09
Q3/09
Q4/09
Q1/10
Q2/10
Q3/10E
Q4/10E
Gold Production (ozs Au)
50
150
250
350
450
550
650
750
Cash Operating Costs (US$/oz)
Gold Production Cash Operating Costs ($US/oz)
Source: Company reports, TDN estimates.
Cash Burn Becoming a Concern – May Necessitate Additional Financing
? Jaguar was free cash flow negative in the quarter to the tune of -$39.4m (-$65.1m YTD). Total cash fell
by $36.5m to close the quarter at $58.6m. Total debt stood at $143.9m, the bulk of which consists of
senior unsecured convertible notes set to mature 2014.
? Based on our forecasts for the remainder of the year and company guidance for H2/10 capex of
$72.7m, we estimate the company will run out of cash by the end of the year and may require
additional financing.
Action Notes August 10, 2010
Equity Research 12 of 45
Outlook – 2010 & 2011 Guidance Cut Significantly
? 2010 production guidance was reduced to 163,000 - 168,000 oz at cash operating costs of $650 -
$660/oz. This is down approximately 19% from previous guidance of 200,000 - 210,000 oz at cash
operating costs of $515-527/oz. This is the second guidance cut this year.
? This largely reflects the ongoing grade and dilution issues at Turmalina, although guidance was also
reduced at Paciencia.
? 2011 production guidance cut 35% - the company also significantly reduced 2011 guidance in their
conference call presentation to 225,000 oz, from 347,000 oz as included in the Analyst presentation from
April. This represents a 35% cut to guidance and raises concerns about the longer term expectations from
these assets.
? Year over year, most of the growth is expected to come from Caete, with minimal growth coming from
the company’s two existing operations. Production is expected to increase marginally at Turmalina, from
what is already a disappointing 2010 YTD. Paciencia is also expected to show minimal growth having its
guidance cut by the most in 2011.
? We continue to believe the company’s lofty growth expectations remain aggressive and unachievable
with the current resource base.
Exhibit 3: 2010 & 2011 Production Guidance Slashed
2010 Guidance 2011 Guidance
Production (oz) New May-10 % Change New Apr-10 % Change
Turmalina 69,000 98,000 - 101,000 -31% 75,000 124,000 -40%
Paciencia 64,000 72,000 - 74,000 -12% 70,000 126,000 -44%
Caete 30,000 30,000 - 35,000 -8% 80,000 97,000 -18%
Total Production
Gold (oz) 163,000 - 168,000 200,000 - 210,000 -19% 225,000 347,000 -35%
Cash Costs - (US$/oz) $650-660 $515-527 26% - -
Note: % change based on mid-point of guidance
Source: Company reports, TDN estimates
Exhibit 4: Annual Production Profile (TD Estimates)
0
100,000
200,000
300,000
400,000
500,000
2008A 2009A 2010E 2011E 2012E 2013E 2014E 2015E 2016E
Gold Production (oz Au)
$300
$400
$500
$600
$700
Total Cash Costs (US$/oz)
Sabara Turmalina Caete
Paciencia Gurupi Total Cash Costs
Source: Company reports, TDN estimates.
Action Notes August 10, 2010
Equity Research 13 of 45
Conference Call – The company will be hosting a conference call this morning (August 10th) at 10:00am EST
to discuss Q2 results. The dial in number is 1-800-218-5691 or 213-416-2192 (replay: 1-800-675-9924 or
213-416-2185; passcode: 81010#)
Exhibit 5: Changes to Our Estimates
Gold Production (000 oz) Cash Costs (US$/oz)
2010E 2011E 2010E 2011E
New 158 225 $667 $642
Old 188 296 $559 $532
EPS (US$/sh) CFPS (US$/sh)
2010E 2011E 2010E 2011E NAV (US$/sh)
New -$0.02 $0.39 $0.49 $1.05 $9.53
Old $0.35 $0.92 $0.85 $1.77 $12.41
Source: TDN estimates.
Valuation
We calculate a NAV for Jaguar of $9.53 (down from $12.41 reflecting the guidance cuts and lower production
and higher cost assumptions going forward). Jaguar currently trades at 0.9x NAV. Junior/intermediate gold
producers currently trade at an average NAV multiple of 1.0x (range of 0.8 to 1.3x).
Exhibit 6: Gold Producers – P/NAV
1.64x
1.39x
1.36x
1.34x
1.13x
1.07x
1.06x
0.90x
0.87x
0.76x
0.93x
0.97x
1.03x
1.16x
1.56x
1.60x
1.16x
Avg P/NAV - 1.2x
Avg Large Cap P/NAV - 1.4x
Avg Jnr/Intermediate P/NAV - 1.0x
0.00x
0.25x
0.50x
0.75x
1.00x
1.25x
1.50x
1.75x
AEM
RBI
ELD
G
ABX
SGR
IMG
NGD
AGI
YRI
LSG
K
MFL
CG
GAM
JAG
NGX
Source: TDN estimates.
Justification of Target Price
We have arrived at our target price of $9.50 (down from $12.00 reflecting our lower NAV) by using a 1.0
times NAV multiple. We value Jaguar at the low end of our target range for junior/intermediate producers of
1.0 to 1.5 times.
Action Notes August 10, 2010
Equity Research 14 of 45
Key Risks to Target Price
The main risks facing the company include forecast, financial, technical and political risks. Among other
things, these include risks related to gold prices, fuel prices, the governing fiscal and legislative regimes, the
timing of key developments, market conditions, capital and operating costs, foreign exchange rates, resources
and reserves, operating parameters, permitting, environmental, indigenous peoples, and staffing and key
personnel retention.
Investment Conclusion
This latest announced shortfall will likely create a serious credibility gap in the minds of investors. Until
we see evidence that Jaguar’s operations can be self sustained, we are unable to recommend purchasing
the stock. We continue to believe Jaguar’s stated longer term growth plans are too aggressive for these assets.
We are maintaining a HOLD recommendation and reducing our target price to $9.50 (previously $12.00
Adira Energy announces engagement of Israeli offering agent and Canadian sponsor in its application for listing on the TSX Venture Exchange.
Ticker Symbol: U:ADENF
Adira Energy announces engagement of Israeli offering agent and Canadian sponsor in its application for listing on the TSX Venture Exchange.
Canada NewsWire
TORONTO, Aug. 6
FRANKFURT: AORLB8; OTCBB: ADENF
TORONTO, Aug. 6 /CNW/ - ADIRA ENERGY LTD. (OTCBB: ADENF; FRANKFURT: AORLB8). Adira Energy Ltd. ("Adira Energy" or the "Company") is pleased to announce that, pursuant to an engagement agreement dated July 29, 2010, the Company has engaged DS Apex Mergers & Acquisitions Ltd. (Israel) ("DS Apex") to act as lead agent in a private placement (the "Private Placement") of common shares in the Company for a minimum of US$4 million and a maximum of US$6 million with an agent option to raise an additional US$1.8 million in certain circumstances. DS Apex will act as lead agent in all jurisdictions except Canada and the United States. In conjunction with the Private Placement, the Company may also, in its own discretion, issue additional shares under similar terms as the Private Placement on a non-brokered private placement basis which, in combination with the DS Apex Private Placement, will not exceed US$9 million.
The Company anticipates that the Private Placement will serve as a minimum financing to assist the Company with meeting the TSX Venture Exchange (the "TSX Venture") listing requirements and raise additional capital while diluting shareholders to the minimum extent possible.
The Company is pleased to announce that it has also signed an engagement letter with Jennings Capital Inc. ("Jennings"), dated July 27, 2010, whereby Jennings will act as sponsor for the Company in its application for listing on the TSX Venture.
<<
About DS Apex
-------------
>>
DS Apex is an Israeli investment house with leading positions in many lines of business including asset management, underwriting, investment banking, institutional sales and trading, and research. DS Apex is the investment banking division of DS Apex Holdings Group which is one of Israel's leading financial advisory and asset management firms. DS Apex serves the need for Israeli-related investment banking services. DS Apex manages approximately US$13 billion, and commands one of the leading positions in underwriting and investment banking in Israel. DS Apex is a publicly traded company, part of the broad Tel Aviv 100 Index, as well as a member of the Tel Aviv Stock Exchange.
<<
About Jennings
--------------
>>
Jennings is a privately held Canadian-based investment dealer whose primary focus is junior to intermediate growth resources companies. Jennings, with over 80 professionals in Calgary, Toronto and Halifax, provides full financial services including investment banking, equity research, institutional sales and trading, and private client wealth management. Jennings services both companies and investors with worldwide assets and investment interests. Jennings is a member of the TSX Venture Exchange, the Toronto Stock Exchange and the Investment Industry Regulatory Organization of Canada.
<<
About Adira Energy Ltd.
-----------------------
>>
Adira Energy Ltd. explores for oil and gas in and offshore Israel. It has four petroleum exploration licenses; the Eitan, Gabriella, Yitzhak and Samuel Licenses, collectively covering an aggregate total of approximately 350,000 acres. These licenses are located respectively on-shore in the Hula Valley of Northern Israel, 10 km offshore between Netanya and Ashdod, 17 km offshore between Hadera and Netanya and adjacent to the coast between Ashqelon and Bat-Yam. In addition the company has an agreement to farm in to 70% the Notera license adjacent to the company's Eitan license.
Forward-Looking Statement Disclaimer
This press release includes certain statements that may be deemed "forward-looking statements". All statements in this press release, other than statements of historical facts, including those that announce proposed financings that the Company expects to complete, are forward-looking statements. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance, and actual results or developments may differ materially from those in the forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include the failure of investors who are believed to have committed to the financings to complete them as a result of general market conditions, adverse developments unique to such investors, or otherwise. Accordingly, the actual amounts raised may differ materially from those projected in the forward-looking statements. For more information on the Company, investors should review the Company's filings, available at www.sedar.com and www.sec.gov. This announcement does not constitute an offering of securities nor a solicitation to purchase securities. An offer of securities will only be made by subscription agreement and subject to applicable law.
Contact:
Canada, Alan Friedman, Executive Vice President, Corporate Development, Adira Energy Ltd., contact@adiraenergy.com, +1 416 250 1955; Israel, Ilan Diamond, Chief Executive Officer, Adira Energy Ltd., ilan@adiraenergy.com, + 972 50 991 8555
U:ADENF Adira Energy strengthens board and management team?
From: Stockwatch News (newsout@stockwatch.com)
Sent: July 29, 2010 12:44:26 PM
To: Stockwatch News (veteran98@hotmail.com)
Adira Energy strengthens board and management team
Ticker Symbol: U:ADENF
Adira Energy strengthens board and management team
Canada NewsWire
TORONTO, July 29
FRANKFURT: AORLB8; OTCBB: ADENF
TORONTO, July 29 /CNW/ - ADIRA ENERGY LTD. (OTCBB: ADENF; FRANKFURT: AORLB8). Adira Energy Ltd. ("Adira Energy" or the "Company") is pleased to announce that Mr. Glen Perry has been appointed to the board of directors of the Company by its existing directors, effective July 22, 2010, to hold office until the next annual meeting of the shareholders. Also effective July, 2010, Mr. Gadi Levin has been appointed Chief Financial Officer of the Company's four Israeli operating subsidiaries.
<<
Mr. Glen Perry - Director
-------------------------
>>
Mr. Glen Perry rejoined the board as a Director on July 22, 2010. Mr. Perry previously served as a director of the company from August 31, 2009 until he resigned for personal reasons during January 2010. Mr. Perry has a Masters degree in Petroleum Engineering from the University of Texas.
Previously Mr. Perry served as a Director, COO and President of Zion Oil and Gas Inc., an oil and gas company incorporated in Israel and listed on the NASDAQ. In the years prior to that he was a consultant to: Delek Drilling Ltd. (Manager), National Petroleum Limited (Officer and Director), Prairie Producing Company, Exxon Company USA (now ExxonMobil Corporation) and Energy Reserves Group (now BHP).
Chairman of the Board Dennis Bennie says: "We are most fortunate to have Glen Perry re-join the board. His experience in the oil and gas industry will be a great assistance in expanding Adira".
<<
Mr. Gadi Levin - Chief Financial Officer, Israeli Subsidiaries
--------------------------------------------------------------
>>
Mr. Levin is a chartered accountant with experience in the public and private equity markets. Mr. Levin previously served as the Vice President of Finance and Chief Financial Officer for two Israeli investment houses in the fields of private equity, hedge funds and real estate. He was responsible for all financial and tax reporting, tax structuring and investor relations. Prior to that, he worked as a financial consultant to the Prime Minister's Office of the State of Israel. Mr. Levin began his career at the accounting firm, Arthur Andersen, where he worked in the Cape Town, London and Tel Aviv offices for nine years. During that time, he gained significant experience in the hi-tech sector, specifically in US GAAP and SEC reporting. He has a Bachelor of Commerce degree in Accounting and Information Systems from the University of the Cape Town, South Africa, and a post graduate diploma in Accounting from the University of South Africa. He received his Chartered Accountant designation in South Africa and has an MBA from Bar Ilan University in Israel.
CEO Ilan Diamond says: "We are delighted to have a person with the experience and of the caliber of Gadi join the Adira Energy team. We are sure that his diverse skill set will help us position Adira as a premier Oil & Gas exploration company in Israel. His skills are sure to be used when we start field work on our various on and offshore projects."
<<
Option Grant
------------
>>
The Company also announces that on July 22, 2010 it granted an aggregate of 925,000 stock options to certain directors, executive officers and consultants of the Company. The options have an exercise price of U.S. $0.60 per share, are subject to various vesting and termination provisions, and expire July, 2015.
About Adira Energy Ltd.
Adira Energy Ltd. explores for oil and gas in and offshore Israel. It has four petroleum exploration licenses; the Eitan, Gabriella, Yitzhak and Samuel Licenses, collectively covering an aggregate total of approximately 350,000 acres. These licenses are located respectively on-shore in the Hula Valley of Northern Israel, 10 km offshore between Netanya and Ashdod, 17 km offshore between Hadera and Netanya and adjacent to the coast between Ashqelon and Bat-Yam. In addition the company has an agreement to farm in to 70% the Notera license adjacent to the company's Eitan license.
Forward-Looking Statement Disclaimer
This press release includes certain statements that may be deemed "forward-looking statements". All statements in this press release, other than statements of historical facts, including those that announce proposed financings that the Company expects to complete, are forward-looking statements. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance, and actual results or developments may differ materially from those in the forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include the failure of investors who are believed to have committed to the financings to complete them as a result of general market conditions, adverse developments unique to such investors, or otherwise. Accordingly, the actual amounts raised may differ materially from those projected in the forward-looking statements. For more information on the Company, investors should review the Company's filings, available at www.sedar.com and www.sec.gov. This announcement does not constitute an offering of securities nor a solicitation to purchase securities. An offer of securities will only be made by subscription agreement and subject to applicable law.
Contact:
Canada, Alan Friedman, Executive Vice President, Corporate Development, Adira Energy Ltd., contact@adiraenergy.com; Israel, Ilan Diamond, Chief Executive Officer, Adira Energy Ltd., ilan@adiraenergy.com, + 972 50 991 8555