leifsmith, here is the best way I can explain this as I reply to you.-
Tangiers Investment Group is in the business of lending money.
Tangiers Investment Group signed 2 agreements with LBSR in December of 2014.
-One is to purchase shares of our common stock up to 8 million dollars
-The other one is a convertible note (the “Note”) to Tangiers Capital for the principal amount of $210,000
Here are the 2 Tangiers agreements- S-1 page 61 & 62-
1-On December 3, 2014, we entered into a note purchase agreement (the “Agreement”), whereby we agreed to issue a convertible note (the “Note”) to Tangiers Capital, LLC (the “Lender”) in the principal amount of $210,000 and to pay interest on the principal balance hereof (which principal balance shall be increased by the Lender’s payment of additional consideration as set forth in the Note and which increase shall also include the prorated amount of the original issue discount in connection with Lender’s payment of additional consideration) at the rate of 10%, all of which interest shall be deemed earned as of the date of each such payment of additional consideration by the Lender on December 3, 2016 (the “Maturity Date”), to the extent such principal amount and interest have been repaid or converted into our company’s common stock, in accordance with the terms of the Note. The Note is payable in full on the Maturity Date and bears interest at the rate of 10% per annum. There is a $10,000 original issuance discount on the Note. The initial purchase price will be $105,000 of consideration of which $100,000 will be remitted to our company and $5,000 shall be retained through the original issue discount. The Note may be prepaid according to the following schedule: between 1 and 90 days from the date of execution, the Note may be prepaid for 110% of face value plus accrued interest; between 91 and 180 days from the date of execution, the Note may be prepaid for 130% of face value plus accrued interest; after 180 days from the date of execution until the Maturity Date, the Note may not be prepaid without written consent from the Lender. The Note may be convertible into shares of common stock of our company at a price per share of 62.5% discount to the average of the daily volume weighted average price (“VWAP”) for the previous five trading days before the date of conversion.
2-The selling stockholder identified in this prospectus may offer and sell up to 100,000,000 shares of our common stock to be sold to Tangiers Investment Group, LLC under the investment agreement dated December 15, 2014. The investment agreement permits us to “put” up to $8,000,000 in shares of our common stock to Tangiers Investment Group, LLC over a period of up to 36 months.
On December 15, 2014, the Company entered into an investment agreement (the “Agreement”) with Tangiers Investment Group, LLC (the “Investor”), whereby the Investor has agreed to invest up to $8,000,000 to purchase shares of our common stock. Subject to the terms and conditions of the Agreement and a registration rights agreement, we may, in our sole discretion, deliver a notice to the Investor which states the dollar amount which we intend to sell to the Investor on a certain date. The amount that we shall be entitled to sell to Investor shall be equal to one hundred and fifty percent (150%) of the average daily volume (U.S. market only) of the common stock for the ten (10) trading days prior to the applicable notice date so long as such amount does not exceed an accumulative amount per month of $100,000 unless a prior approval of the Investor is obtained by our company from the Investor. The minimum amount shall be equal to $5,000.
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The discounts given on LBSR stock for these transactions is huge.
Tangiers WILL make money and use every legal/signed contract word to do it.
Here might have been LBSR shareholders "get out of jail free card" IF someone would have found this on December 15th, 2014-
"In connection with the investment agreement with Tangiers, we also entered into a registration rights agreement with Tangiers, pursuant to which we agreed to use our best efforts to, within 30 days of December 15, 2014, file with the Securities and Exchange Commission a registration statement, covering the resale of 100,000,000 shares of our common stock underlying the investment agreement with Tangiers. In addition, we agreed to use commercially reasonable efforts to have the registration statement declared effective by the Securities and Exchange Commission within 30 days but no more than 90 days after we have filed the registration"
statement.
LBSR shareholders could have sold before this is was in effect. Now it appears in effect when the market opens Tuesday.
The discount given ABSOLUTELY is awful for LBSR PPS NOW.
Tangiers WILL short(sell) to get the PPS lower because they are buying our common stock shares issued to Tangiers Investment Group, LLC pursuant to the investment agreement dated December 15, 2014 will be purchased at the 80% of the lowest day of the daily volume weighed average price of our common stock during the five consecutive trading days
Tangiers signed 2 agreements within 12 days of each other. Leifsmith, you honestly don't think that Tangiers, who has 2 signed agreements with LBSR, will short sell to lower the entry price of all the shares they will receive?
My bet would be that Tangiers' employees in-charge of completing each of the stock transactions, will put a feather in thier hat and make as much money for their company as possible...I'm sure commission is involved to ensure max company money.
I didn't expect or want this, BUT, MY EYES ARE WIDE OPEN and logically figuring out what WILL happen.
Do investors that own LBSR shares think the PPS will increase or decrease beginning Tuesday at 9:30 a.m. est?
I know where I sit.
Sorry for the long post
ICE
