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Post# of 45574
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Thursday, 08/19/2004 9:03:40 PM

Thursday, August 19, 2004 9:03:40 PM

Post# of 45574
PR Perspective

It relates to a JV partner, so at the time of this post, this PR only applies to CMKX in an indirect way. Any JV Partner can chose to invest or not to invest additional money to CMKX's efforts. If UCAD choses to invest additional monies toward our efforts, it is their final decision to do so with or without today's PR. As the pr of July 27th states, UCAD had one year to exercise it's option agreement with CMKX, to purchase an additional 10% of CMKX's mineral claims for $15,000,000.
It does appear UCAD is committed to our efforts based on what we have seen to date.

So, as of now this PR has only an indirect effect to CMKX.
The PR would of course have more of a direct effect to CMKX if a UCAD/CMKX merger occurs

As for the PR itself, it simply is an agreement between a London Investment Group and UCAD, for an exchange of a stated amount of each other's shares. They are simply investing in each other.

The London Group is not allow to sell UCAD's shares for 2 years. period.

On the other side, 50% of the London Investment Company's shares that UCAD will be held in escrow for 2 years.

For the other 50%, UCAD has a bit of an insurance policy built into the agreement in case the London Group's price per share < market value.
If this happens the London Group must give UCAD additional shares with a value equal to the difference of the pps to the intrinsic value of the stock. PLUS, UCAD will get all of the London investment company shares held in escrow as well.
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Quoting from that portion of the PR:

Fifty percent of the investment company's shares issued to U.S. Canadian Minerals Inc. will be held in escrow for two years following their issuance and in the event the per share market price of U.S. Canadian Minerals Inc. common stock at such time is less than the per-share value of U.S. Canadian Minerals Inc. stock at the time of the closing, the investment company shall be entitled to the return out of escrow a percentage of the investment company's shares equal to the market value of such decline. PLUS, the remaining shares held in escrow shall be released to U.S. Canadian Minerals Inc. at such time.
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The benefit for UCAD is there is a high probablility the LIC pps on at least one trading day will be less that the market value of their shares (intrinsic value). Thus, there is a high probablility that UCAD will own the full amount of the LIC's shares per the terms of the agreement in a short period of time. UCAD will then be able to freely trade these shares.

Again, it's a PR which only affects us indirectly at this point, but I just wanted to dissect its intent as I see it.

Be well, Bo





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