Silver Falcon Mining Inc. (fka SFMI)

[Imperial Whazoo]

Hey everybody -

This agreement is NOT DILUTIVE.

This is not even close to TOXIC financing. There is absolutely no support of this outrageous & 100% untrue claim. NOT even close to toxic. Just read the document, folks; but better yet, read oryx's fabulous post on it.

Not even close to TOXIC.

Now that I've gotten the attention all of the folks who have already posted that this is a dilutive deal, (LOL), lets get to the ACTUAL facts.

To start, everyone needs to look at the top of the info box at the top of the iHub blog you view this SFMI blog via.

Notice the post put together by oryx. Click on it and read it.

Here's the link for convenience sake:
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=65326275

Read it

Absorb it

Comprehend it

Grasp it

Appreciate it

Digest its details and its restraining conditions and its severe timeline.

Do NOT give in to the temptation to automatically label this agreement as a bad deal that is dilutive. Do not give in to theto the knee-jerk temtation to simply pan the deal.

Digest it and then admit the truth: this deal is not dilutive.

I know. I know. Most stinky pinkies do dilutive deals big time.

I know that this is GENERALLY true.

But just read the darn docs and oryx's mastery of the details and you will all get it.

SFMI is not your typical start-up.

Period.

I challenge everybody to actually digest the deal as it REALLY is and to quit the automatic condemnation that is so easily done.

Now, to start with, here is the link to the "old" doc and following after, the link to the one just out this evening:

OLD
http://www.sec.gov/Archives/edgar/data/1464830/000109181811000305/sfmi060111s1.htm

NEW
http://ih.advfn.com/p.php?pid=nmona&article=50344572

OK.
So there are 6 bullet points found at the top of each of the two documents and guess how they compare, jot and tittle?

I'll walk you all thru the comparison.

OLD preface under the heading "Our Transaction With Centurion"

This prospectus relates to the resale of 1,326,230 shares of our common stock previously issued to Centurion, and up to 74,226,804 shares of our common stock that we may put to Centurion from time to time under an Investment Agreement (“Investment Agreement”), dated April 5, 2011, between us and Centurion.
Pursuant to the Investment Agreement, Centurion agreed to purchase up to $7,200,000 of our common stock until the earlier to occur of thirty months after the date of the Investment Agreement or two years after the effective date of a registration statement regarding shares issued under the Investment Agreement. The procedure under which we may put shares to Centurion under the Investment Agreement is as follows:

NEW preface under the heading "Our Transaction With Centurion"

This prospectus relates to the resale of up to 87,500,000 shares of our common stock that we may put to Centurion from time to time under an Investment Agreement (“Investment Agreement”), dated April 5, 2011, between us and Centurion.
Pursuant to the Investment Agreement, Centurion agreed to purchase up to $7,200,000 of our common stock until the earlier to occur of thirty months after the date of the Investment Agreement or two years after the effective date of a registration statement regarding shares issued under the Investment Agreement. The procedure under which we may put shares to Centurion under the Investment Agreement is as follows:

My comment: the potential max amount is 7.2 million in both, but the current one is simpler in that there are not any resale shares in the new one. And both refer back to the same primary agreement date.

OLD bullet point 1:
Between 5 and 10 days prior to an intended Put Date, we must deliver an Advance Put Notice to Centurion stating the number of shares (the “Put Shares”) that we intend to put to Centurion, the maximum dollar amount of shares we shall sell to Centurion, and the minimum price per share, if any, that we will sell shares to Centurion, provided that the maximum amount of any put is $300,000. The minimum price per share that we specify can be no greater than 80% of the closing bid price for the common stock on the day before the Advance Put Notice or the closing bid price on the day before the Advance Put Notice minus $0.0125 per share.

NEW bullet point 1:
Between 5 and 10 days prior to an intended Put Date, we must deliver an Advance Put Notice to Centurion stating the number of shares (the “Put Shares”) that we intend to put to Centurion, the maximum dollar amount of shares it shall sell to Centurion, and the minimum price per share, if any, that we will sell shares to Centurion, provided that the maximum amount of any put is $300,000, and further subject to the volume limitations and the 2,000,000 share limitation described below. The minimum price per share can be no greater than the lesser of 80% of the closing bid price for the common stock on the day before the Advance Put Notice or the closing bid price on the day before the Advance Put Notice minus $0.0125 per share

MY COMMENT: I took the liberty of high lighting the additional phrase in the NEW that furthers the protection we shareholders have with the NEW.

OLD bullet point 2:
On the Put Date, we are required to deliver a second notice to Centurion stating the number of shares that we intend to put to Centurion, the maximum dollar amount of shares it shall sell to Centurion, and the minimum price per share that we will sell shares to Centurion. We are also required to deliver on or before the Put Date the number of shares that we intend to sell to Centurion, a legal opinion, an officer’s certificate and under certain circumstances a cold comfort letter from our auditors. We are required to deliver the Put Shares by crediting Centurion’s account at DTC through its Deposit/Withdrawal at Custodian (DWAC) system.

NEW bullet point 2:
On the Put Date, we are required to deliver a second notice to Centurion stating the number of shares that we intend to put to Centurion, the maximum dollar amount of shares it shall sell to Centurion, and the minimum price per share that we will sell shares to Centurion. We are also required to deliver on or before the Put Date the number of shares that we intend to sell to Centurion, a legal opinion, an officer’s certificate and under certain circumstances a cold comfort letter from our auditors. We are required to deliver the Put Shares by crediting Centurion’s account at DTC through its Deposit/Withdrawal at Custodian (DWAC) system.

MY COMMENT: IDENTICAL!!!

OLD bullet point 3:
The maximum number of shares which we can sell to Centurion in any put is the lesser of (a) 2,000,000 shares, (b) 15% of sum of the trading volumes in our common stock during the put pricing period (excluding certain excluded days and any block trades that exceed 20,000 shares of stock), (c) a number of shares whose aggregate purchase prices would exceed $300,000, or (d) that number of shares which would cause Centurion’s ownership in us to exceed 5%.

NEW bullet point 3:
The maximum number of shares which we can sell to Centurion in any put is the lesser of (a) 2,000,000 shares, (b) 15% of sum of the trading volumes in our common stock during the put pricing period (excluding certain excluded days and any block trades that exceed 20,000 shares of stock), or (c) that number of shares which would cause Centurion’s ownership in us to exceed 5%.

MY COMMENT: see the high lighting. The old had 4 conditions. The new is missing the condition that restricts the purchase price to a max of $300K

OLD bullet point 4:
The price at which Centurion is obligated to purchase the Put Shares will be the lesser of 97% of the market price of our common stock or the market price minus $0.01 per share, but in no event shall it be less than the minimum price stated in the Advance Put Notice. The market price of our common stock for each Put shall be the average of the three lowest volume weighted average prices for our common stock during a 15 day Put Pricing Period immediately following the Put Date.

NEW bullet point 4:
The price at which Centurion is obligated to purchase the Put Shares will be the lesser of 97% of the market price of our common stock or the market price minus $0.01 per share, but in no event shall it be less than the minimum price stated in the Advance Put Notice. The market price of our common stock for each Put shall be the average of the three lowest volume weighted average prices for our common stock during a 15 day Put Pricing Period immediately following the Put Date.

MY COMMENT: IDENTICAL!!!

OLD bullet point 5:
A Put Closing shall occur within five business days following the end of the Put Pricing Period, at which time Centurion shall deliver the purchase price for the Put Shares if we have delivered to Centurion all of the documents required for the Put Closing. If the actual number of shares purchased at the Put Closing is less than the number delivered on the Put Date, Centurion is required to return the excess shares

NEW bullet point 5:
A Put Closing shall occur five business days following the end of the Put Pricing Period, at which time Centurion shall deliver the purchase price for the Put Shares if we have delivered to Centurion all of the documents required for the Put Closing. If the actual number of shares purchased at the Put Closing is less than the number delivered on the Put Date, Centurion is required to return the excess shares.

MY COMMENT: see the high lighting. The new specifies the exact day where the old was looser.

OLD bullet point 6:
Each Put Date must be no sooner than five business days after the end of the previous Put Pricing Period.

NEW bullet point 6:
Each Put Date must be no sooner than five business days after the end of the previous Put Pricing Period.

MY COMMENT: IDENTICAL!!!

Now, I could disassemble every detail, but the fact is that everybody on this blog is sentient enough to grasp the basics of this deal.

The deal is not dilutive.

Pretty basic. LOL

Again, read the oryx post found at the top of this blog board and then look at the NEW document. It is simply a fact that the tiresome old lines that SFMI is a bad company run to steal from shareholders and hurt each and every one of us and fatten the Quilliams and, in the case of the two documents describing the Centurian deal, that the financing is going to be dilutive.... well, those things are just not what is found in the document that came out today.

This deal is simply NOT dilutive. It just isn't.

And furthermore, because of the way it is constructed, the very pricing mechanisms themselves internally prevent dilution.

THE IDEA THAT THIS IS TOXIC FINANCING IS COMPLETELY UNSUPPORTED. There is not even the tiniest bit of factual evidence that is in support of that assertion. IMHO, even employing the most powerful electron microscope in the universe to examine the very DNA of the deal would draw a complete blank as regards finding evidence of toxic financing. The details of which deal itself consists eviscerate the contention that this is TOXIC FINANCING.

Further, it is simply a fact that this deal is deliberately and intentionally and purposfully and carefully designed to raise funds, if they are necessary, while controlling issuance & sale of issued shares in a tight way that will definitely prevent dilution from being the outcome.

Simple as that.

Just read oryx's careful delineation of the OLD. Compare it to the NEW. And cease & desist with all this tripe about this being a bad deal for us shareholders because it dilutes to high heaven

That point of view is simply not true.

Simple as that.

Hope this helps.

:o)

Imperial Whazoo