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Message: Macquarie Selling

My 2 cents on what's up with Macquarie selling:

I feel very confident that Crede is who has been selling shares through Macquarie. There are other possible explanations of course, but I feel the Crede theory fits well. Starting May 24th, Macquarie has sold about 8.3M shares on the Venture alone (not counting the Alpha, Chi-X or CX2 exchanges for which I don't have that kind of data), with zero buys. They have by far been the largest seller. Up until this week, when Canaccord started selling hard, the next closest net seller of shares was Anonymous at about 370,000 and Haywood at about 140,000. The actual amount of shares sold could obviously be quite a bit higher with sales going through the other exchanges and I wouldn't be at all surprised if the number was closer to 10M shares

Recall that in the most recently issued MD&A, it was disclosed that all of the 12.5M warrants that were oustanding at 10 cents were exercised. These transferrable warrants were originally from the September 2012 financing done by Crede, issued originally at 29 cents and later repriced to 10. Actually, technically speaking, they originally belonged to David Lucatch and the other "arms-length" party that bought that financing prior to the "gypsy swap" ... and were then subsequently transferred to Crede. I feel that the shares from these exercised warrants are what Crede is selling right now, through Macquarie.

Why would Crede want to sell? Well, by selling all or part of the 12.5M shares they got from exercising their warrants at 10 cents, they are raising money which they can then use to issue to INT for the recently announced convertible debenture offering. If I remember right, I believe Stark2 was thinking along the same lines. Technicially, Crede would have been selling these shares at a loss. Their weighted-average sell price is 8.7 cents ... so if they were to unwind their entire position of exercised warrants (12.5M shares), well they could easily be down about $150,000 - $200,000 by the time everything is sold off. So they are taking a capital loss to issue debentures to INT with the same funds. They will get interest from the debentures (12%, per the terms of the financing), however they are looking at probably a 1.5 - 2 year payback to break even with this interest money. The real benefit to them is the accompanying 1:1 warrants with the debentures. Basically, unwinding their shares from the 12.5M warrant exercise into debentures gives them a better position in INT.

Two things that I found interesting. To profit, Crede still needs INT to go up. The conversion price of the debentures is 10 cents, as are the accompanying warrants (the same price as the warrants they exercised). While they have effectively increased their position (or potential position) in INT through this move, ultimately to make big bucks they will have to see some share price appreciation. I don't think they would be issuing the money to INT, then, if they didn't think this would be the case. Yes, they get the interest off the debentures, but they will have to wait a while before the interest income overtakes the capital loss they took during their inital sale to raise the funds. Secondly, the convertible debentures are not secured against the assets of the company. Up until this offerring, all other debentures have been. I find it curious that these are not. To me it tends to indicate confidence in INT by the financier ... they really only profit here if the share price goes up so obviously they feel that will happen ... otherwise they wouldn't be issuing unsecured debt to a Venture company.

Considering that over 2% of the float of the company has been sold off in the last month by one broker, I feel the share price hasn't really performed that poorly, all things considered (i.e. it probably could have been a lot worse). I'm curious to see what will happen when this selling pressure is lifted. Again, I feel that Canaccord has now stepped in, in place of Macquarie, for unwinding the rest of Crede's position. Canaccord has sold just over 900,000 shares in the last two days (with no buys) ... this is again on the Venture exchange only, and doesn't count the other exchanges. So there appears to still be selling from Crede. When that relents, I believe we will start to see the price swing upwards. I feel more comforted, as a shareholder, that it is Crede selling simply to reposition themselves better, and not some large player exiting because they feel this is a lost cause.

Although this goes without saying, I have no definitive, real proof of any of this of course ... just my opinion and brainstorming, FWIW.

Respectfully,

Bumblebee

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