PCT Ltd (PCTL)

[Deuces]

Some here need to read the LOI with the new 8k. Can’t dilute unless deal falls through. My assessment below.

From the LOI July 15th

Ontario will enter into a loan agreement with the Registrant (the “Loan Agreement”) pursuant to which Ontario will make a secured loan of US$1,450,000 (the “Loan”) to the Registrant on or before the Closing Date (July 30, 2019). A portion of the Loan amount shall be placed into the trust account of legal counsel to Ontario and directed to fully repay approximately US$750,000 principal amount of convertible debt of the Registrant (the “Convertible Debt”) that is currently outstanding, and the balance shall be used as working capital.
 
The Option Agreement shall have a term of 4 months from the date of the Option Agreement and provide Ontario with a right of first refusal on future share issuances of the Registrant (on financings and acquisition transactions) and a top up right such that Ontario can maintain its shareholding percentage at a minimum of 51% of the common shares of the Registrant on a fully diluted basis through completion of the Proposed Transaction

From the 8K yesterday

300,000,000 AS
230,354,095 OS
176,563,273 Reserved for conversion

Debt
Crown Bridge Partners - 5,550,000 shares

GS Capital Partners - 10,488,688 total shares

Shares for conversion minus shares from total debt (176,563,273 - 16,038,688 = 160,524,585 left for conversions

According to LOI on July 15th Ontario needs to retain 51% ownership

Total conversion shares left DIVIDED by total AS (160,524,585 / 300,000,000 = 53%)

Means FLOAT is approximately 54 million. Traded like it was yesterday after falling 30% as we traded 60 million.

Some here need to stop adding the reserved shares to the OS as it is possible to have restricted within your OS share count. No they convertibles to be done unless the deal falls through.