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Saskatchewan's SECRET Gold Mining Development.

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Message: Re: Charts & Comments - Private Preferred Shares

Nov 10, 2016 01:49PM

via Small.Business.Chron.com - Private Preferred Shares

So with the company likely not emerging from quasi-reorganization, and privatising instead, the question is whether a private corporation can raise capital by issuing some kind of privately owned shares.

The retraction and cancellation of 50% of the shares leaves a big hole in the paid up capital, and additions, or replacements of these cancelled shares go to cost of capital. We're getting a little closer to the actual outcome.

For example, the CCAA filing of file 643 at the Sakatchewan Court Of The Queen's Bench closes with the extension of court protection to Jan. 1. That means the emerging private entity will await the Fed announcement in December to make the final decision. This leaves the company a week to close outstanding affairs before the end of the taxation year so that the newly emerged company's fiscal year starts on January 2, 2017.

Neither bankruotcy has to do with a winding up, though Golden Band practically looks to be wound up. Overall this gives strong credence to the privatization scheme.

A 30:1 reverse split of the remaining shares in the newly created company to create the preferred's will also leave open the possibility of issuing further preferred's at the issuing price, the par value. According to The Houston Chronocle, this is done in private corporations.

Capital does not need to be raised, but anyone participating, such as an ETF investing in junior miners can furnish their share of the total capital, which has probably been pre-arranged.(Sprott's SGDJ comes to mind)

http://smallbusiness.chron.com/can-company-raise-capital-issuing-preferred-stock-66502.html

The company is in a position to become a private issuer:

  • Private issuer: NI 45-106,s. 2.4
    • A "private issuer" is an issuer that
      • is not a reporting issuer
      • whose securities are subject to restrictions on transfer that are contained in the issuer's constating documents (such as articles of incorporation) or security holders' agreements (such as a shareholder agreement)
      • are beneficially owned, directly or indirectly, by not more than 50 persons, and
      • has distributed securities only to persons who purchase the security as principal and are
        • directors, officers, employees, founders, control persons of the issuer (essentially, a person who owns more than 20% of the outstanding voting securities), or
        • close relatives, close personal friends or close business associates

Obviously if the company principal had been a 10% shareholder prior to the retraction and cancellation of shares, they then become a 20% holder once half the shares are cancelled.

http://www.lsuc.on.ca/For-Lawyers/Manage-Your-Practice/Practice-Area/Business-Law/How-to-Structure-the-Share-Provisions-of-a-Corporation/

-F6

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