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Manti

12/04/03 10:02 PM

#9937 RE: GoldEagle #9935

GE and BBBabe: A few of thoughts on the financing:

1) The PP is dead. The $8mm that was to be raised by the pp is now coming from the cd.

2) The CD is most likely structured similarly to what the pp was, but with NO downside limit... the pp had a limited number of resets over a period of time, the cd most likely is continuous.

3) The warrants option, if properly structured, could give the cd holder the needed incentive to let the share price rise, rather than short it into oblivion.

4) There was mention of $500,000 advance to be paid on signing of the agreement (over 2 months), even before registration of the shares. This will help with immediate cash flow needs, and should eliminate the need to sell additional shares on the open market for cash.
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DougS.

12/04/03 10:13 PM

#9938 RE: GoldEagle #9935

GE - think about it. If they were to push the price down with the intent of accumulating as you suggest then they would have to put themselves in the hole very quickly. We aren't exactly talking about trivial sums of money. YOU NEVER PUT YOURSELF IN THE HOLE.

If progress was visible then they would have to fight a 512MM+ float to get there. Not gonna happen.

You can't discount a lower share price (and higher dilution) as a possibility but manipulating the price down so as to accumulate more is not one of those possibilities that you have to worry about. There are others, like the performance of the company that, IMO, should be the litmus for wether this deal works for or against us.