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Stock_Barber

11/18/15 12:54 PM

#91173 RE: Valiant #91170

You used Giyani as an example of a legitimate investment that Lambert made... let's explore that further:

First they charged them a fee (shares) to start the process:

The Company issued 454,545 common shares to Lambert Private Equity LLC as a commitment fee on an investment agreement valued at $150,000.



Then they agreed to buy future small PP's at a discount to market:

Subject to certain conditions, upon notice by the Company ("Notice"), Lambert and associates of Lambert will subscribe for, and the Company will agree to issue and sell, units ("Units") through a series of private placements (each, a "Private Placement"). The purchase price per Unit for any given Private Placement will be equal to the greater of (i) 90% of the lowest daily volume-weighted average price of the common shares of the Company (each, a "Share") on the TSXV during the 15 trading days following Notice, or (ii) the lowest price permitted by the policies of the TSXV.



But the company also had to kick in a warrant with each discount share sold to allow a second discounted share to be bought in the future:

Each Unit will be comprised of one Share and one Share purchase warrant (each, a "Warrant"). Each Warrant will entitle the holder thereof to acquire one additional Share for a period of five years from the date of issuance of such Warrant at the lowest price permitted by the policies of the TSXV.



And the holding / restriction period is only 4 months (dilution right around the corner):

The Shares and Warrants underlying the Units issued pursuant to each Private Placement will be subject to a four-month hold period.



But then the best part:

Prior to filing a Notice, Lambert may engage in purchases and sales of shares held for its own account as well as shares borrowed by Lambert from third parties, including insiders. The obligation to deliver any borrowed securities may be satisfied by delivery of shares subscribed for by Lambert pursuant to the Private Placement. With respect to Shares subscribed for under the Agreement, one or more existing shareholders of the Company, including insiders, may from time to time agree to exchange Shares owned by them that are not subject to resale restrictions with Shares acquired under a Private Placement that are subject to the customary resale restrictions. The existing shareholders who agree to loan shares, or agree to exchange shares which are not subject to resale restrictions, may be entitled to receive a portion of the warrants issued on the Private Placement pursuant to arrangements made by Lambert. The participation of each insider will be subject to the approval of the independent directors of the Company.



So insiders can swap unrestricted shares for the PP shares and they can be immediately sold on the market. They can also short shares prior to the price being set for the PP. That is how the dreaded DEATH SPIRAL is done!

And, of course, the headline PR's description of this whole deal...

Giyani Gold Corp. Secures a CAD$25 Million Equity Investment Agreement from Private Equity Investment Firm Lambert Private Equity LLC

Sound familiar? Now, after reading the facts, does it, in any way, sound like Lambert made Giyani an offer of CAD$25M for part of the company?

Look at a chart and the massive dilution that has occurred! (WDG.V)

Good thing EPGL didn't go this route!

Can we now all agree that to state that EPGL was offered $100M for part of the company is not accurate?