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Re: amschip post# 2148

Tuesday, 02/22/2011 1:10:21 PM

Tuesday, February 22, 2011 1:10:21 PM

Post# of 28290
Please see post #2146 for clarification on how this works. Let me know if you have any questions. In short, you are correct! The maximum amount of shares allowable by SEC regulations for this type of financing is 30% of the number of common stock the company seeking the financing has issued and outstanding at the time it registers the shares with the SEC to be used for financing.

Excerpt from post #2146 explaining this: "US and Canadian listed companies must first register their shares of common stock that will be used to draw down funding under the equity line facility. Although this involves time and expense, the SEPA can still be a very useful funding tool for a company because once registered, if the equity line facility was structured properly, the company can use it to draw down capital over a period of two or even three years in some cases. Depending on certain factors, a company might be able to register up to 30% of the number of shares of common stock it has issued and outstanding at the time it files the registration statement."

It is highly unprobable that TSAS will fir the criteria to be allowed to register the maximum of 30% of shares. However, even if we use that maximum number of 30%(remember, they cannot issue shares that are held by investors such as you and I); based on current pps, post split pps will not be sufficient to cover $100MM. That said, one or more of four things could happen imo:

1. the deal falls through or takes a bit longer than anticipated to close. Highly unlikely imo.

2. The deal is restructured for the maximum amount of financing possible based on the pps and amount of shares authorized and outstanding approved by the SEC to be issued for said financing. Highly doubtful considering the FACT that....see #4 below and the paragraph below it.

3. TSAS runs up the pps for at least 5 days via a big pump job or jobs (promotion(s)).

4. PGI Energy (TSAS) takes small draws to acquire income producing assets (per their plan) and files proof of strong revenue and growth which will drive up pps. IMO, most likely scenario.

Keep in mind that this type of financing does NOT require a lump sum payment of shares. Shares only need to be issued when the company (TSAS) is going to draw money from the equity line and only an amount of shares to satisfy the amount of money they are drawing at that time. The fact that they chose this type of financing tells me that they're very serious about this company and proceeding according to their business plan imo.

If you have any additional questions and/or need clarification on any of this, please don't hesitate to ask.


Everything I post is only my opinion. Please do your own DD and do not make any investment and/or trading decisions based on anything I say as it is all just my opinion.