Verus International Inc (VRUS)

[GermanCol]

Hello Sello, those are all excellent points that you mention and after reading your post I can say I have exactly the same understanding of the situation.

With all this, I think what Garnock will try to do is convert and exercise as much and as fast as he can (within the limitations set up for that) and keep the shares instead of dumping them into the market, because his benefit is with the huge price increase we are going to have with all the catalysts coming, not via the small discount of 10%.

I think this is great for us because price will not be affected by having more shares outstanding, because these shares are not going to be part of the float. At the end all comes to supply and demand, you can have shares outstanding, but if they are not trading there is not a negative effect in the share price.

You mentioned:

If Garnock chooses to exercise the warrants in excess of the converted shares in will be as a cash purchase.

I also find this very relevant and totally agree with you. I don’t see any incentive for Garnock with a warrant cashless exercise for the same reason of the small discount of 10%. What he will want is to have more and more shares and keep them for the huge share price increase we are going to have thanks to all catalysts coming. And he for sure knows that the fact of having him involved is by itself other catalyst that is increasing and will continue to increase our share price. This is also great news for us because through the warrants exercise the company is going to receive more cash for the backlog, inventory, working capital in general, without having to recur to other funding sources. So Garnock is not going to be our solution only for paying previous toxic debt, but to fund our backlog and future operations.

Apart to Garnock not having an incentive for selling his shares, I also found this limitation he has (pg .67 of pdf for SC 13D).

In addition to, and not in derogation of, the restrictions contained in the preceding balance of this paragraph, no conversion hereunder shall be effectuated during any period of thirty (30) days after Holder has sold more than ten percent (10%) of the trailing trading volume during such period.

Finally, I totally agree with your comment:

I would say this is by far the best arrangement I have ever seen in the OTC

This situation continues to get better and better every time we analyze more.

VRUS