Unique Logistics International Inc (UNQL)

[LJ-Bodhi]

These are the correct numbers of issued Series A and B preferred shares, that part is accurate. NEXT, one must multiply the stated conversion rate of 6,547 common shares for each preferred share. Here's the math. 130,000 series A plus 820,800 series B equals 950,800 preferred shares. Then multiply 950,800 times 6,547 and the fully diluted common shares equals 6.2 BILLION shares. Add the existing 655m outstanding shares and you're at about 7 billion fully diluted common shares rounded.

THEN you must account for the Series C and D preferred shares given to Trillium and 3a Capital in December as part of the Exchange Agreement. Those are convertible up to a maximum of 12.5% of the fully diluted shares EACH series. Add them together to get 25% of the fully diluted share amount limitation stated in the actual Exchange Agreement. Since 7 billion is 75% of 9.2 billion, that is your new fully diluted share number. 9.2 billion. Trillium and 3a can each convert up to 1.1 billion common shares to reach their collective 25% maximum conversion limitation (12.5% each). The fully diluted share amount today is 9.2 billion shares. When the next 10Q comes out, you will see the company report 9.2 billion fully diluted shares. Last 10Q it was over 10 billion shares based on the prior warrants and convertible notes. It's all in black and white. The company has reported the fully diluted share amounts since day one. It's no secret and not bashing. Facts are facts. See page F-12:

https://www.otcmarkets.com/filing/html?id=15481068&guid=y2ewkKFB-rdYQth

And OF COURSE the preferred shares can only be converted up to the maximum authorized shares. Today, the AS is 800m. That is a simple issue to understand. The risk involves considering "what if" Ray issues an 8K raising the AS from 800m to 1.5 billion? He doesn't need shareholder approval and can do it today if he wants. I think it is naive to assert affirmatively that he "won't" because he already raised it from 500m to 800m for no reason except to allow Trillium and 3a more room to convert last year. It happened so no one should try to deny it. IMO, the market is factoring in the huge potential dilution and not many serious investors want to touch this stock with the risk of 9.2 billion shares. And don't forget, if the RS happens, the AS goes to 250m post-split. That's equivalent to an AS of 100 BILLION shares today at a 400 for 1 split ratio (250m x 400 = 100b). Again, all in black and white.

Finally, there are no limitations on converting the 820,800 Series B shares except the AS limit. If the RS happens, nothing stops Ray and Great Eagle from immediately converting the entire amount to 5.4 billion common shares. Zero limitations in the documents whatsoever. This is why it is a risky investment and there is so little retail interest in the stock. An investor needs to blindly trust the preferred shareholders will not convert anymore. History shows 100% dilution to date, but the "hope" is that there will never be another diluting conversion. Not very realistic IMHO.

Here is Ray's recently filed (7 months late) Form 4 to confirm the math and mechanics of a Series B preferred share conversion. He converted 19,200 for 125m common shares and still has about 670,000 more preferred shares readily available to convert again whenever he wants. Hope everyone understands why the fully diluted share amount today is 9.2 billion shares. They aren't outstanding YET. But they could be soon and it's a factor the market at large isn't ignoring. Maybe sentiment changes if they cancel the RS? Possibly.

https://www.otcmarkets.com/filing/html?id=15640314&guid=y2ewkKFB-rdYQth