Welcome To the WIN!!! St. Elias Mines HUB On AGORACOM

Keep in mind, the opinions on this site are for the most part speculation and are not necessarily the opinions of the company WITHOUT PREJUDICE

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I don,t believe a roll back has to happen, and I believe it would need shareholder approval. As far as I know, I don,t believe there has been much selling at all since the last AGM by any Green Team supporters, which, as you know, captured ~54% of the outstanding shares vote, and a whopping 91% of the votes that were cast. Since that time, management doesn,t have seemed to have excited the market with anything for SLI,and has had problems filling even IGD PP,s. I would guess to say, that if there was a new vote today, that the 91% the Green Team had at the last AGM, that this may be higher if a vote was done today. We have to remember, there was about 50 million shares that didn,t even vote at the last AGM, and a few of those unvoted shares, were from Green Team supporters that didn,t get the chance to vote because of time restraints and trouble with the banks getting the proxy numbers to shareholders. Also, to add, if a vote was taken today, only around 13,000 shares seem to be in managements hands, as for managements friends hands, well I don,t know, but would still guess that it is not enough shares to win shareholder approval with.

But then again, I could be wrong, because it appears that the BOD from IGD, got the TSX approval of the aquisition of TTAGIT by getting shareholder approval, when I didn,t see on the proxy, any place to vote on it. How IGD obtained that approval is beyond me, and how the Exchange was satisfied that the requirement was met, is also beyond me. But, in this news release; Lori says this; "

"The TSX Venture Exchange has agreed not to withdraw its conditional acceptance of the Transaction, provided that the Company finalizes the filing statement and concurrently mails the final filing statement to its shareholders by November 28, 2012, and provided that the Company receives shareholder approval of the Transaction by December 5, 2012. The Company will provide further information and updates as the Transaction progresses."

http://www.prnewswire.com/news-releases/intigold-mines-ltd---ttagit-acquisition-update-179552401.html

Then this news release later says this;

"Vancouver, BC December 11, 2012, Intigold Mines Ltd. (“Intigold” or “the Company”), announces that the Company is pleased to confirm that it has received final Exchange acceptance of its 51% interest in TTAGIT Social Networks Inc. (“TTAGIT”) (the “Transaction”):"

And this;

"The Company has now received shareholder and final Exchange acceptance to the Transaction."

http://intigold.com/newsrelease/ttagit-acquisition-completed/

So, I guess, anything is possible, unless I am missing something.

Getting back on topic, the company doesn,t really have to go to the market for funding, there is most likely ample enough money for a PP in the existing shareholders group to fund what ever the company needs, except there is little trust in current management. If current management were able to regain that trust, then there would be no problem at all at raising funds. This could be done via a rights offering or an Offering Memorendum, where the requirement of accredited investors , is not required. This is allowed in a B.C. registered company as long as investors sign a risk acknowledgement form. So, in theory, although not very reasonable perhaps, a common person, like us, could buy $1 worth of shares in an Offering as such, to my understanding.

http://www.bcsc.bc.ca/privateplacements.asp?id=2004#accredited_investor

Offering memorandum exemption TOP

The offering memorandum exemption allows an issuer to sell its securities to anyone, regardless of their relationship, wealth or the amount of securities purchased.

This exemption can only be used by an issuer selling its own securities. A security holder who wants to sell cannot use it.

Under this exemption, the issuer can sell securities in any amount to anyone provided, before the purchaser signs the agreement to purchase the securities, the issuer:

  • obtains a signed risk acknowledgement form from the purchaser, and
  • delivers an offering memorandum, prepared in the required form, to the purchaser

Note that you must file the offering memorandum with the Commission within 10 days of selling the securities.

What is a risk acknowledgement form?
The risk acknowledgement form is required by BC's securities laws. It is a clear, blunt statement of the risks associated with investing in securities when they are sold under an exemption. It is only two pages - short enough to ensure that purchasers read it. It states in bold print immediately above where the purchaser is required to sign: "I acknowledge that this is a risky investment and that I could lose all the money I invest."

The issuer must give a copy of the signed risk acknowledgement to the purchaser immediately after it has been signed.

http://www.venturelawcorp.com/part_three_offering_memorandum_exemption.htm

Form is Everything

The offering memorandum exemption in NI 45-106 allows an issuer to sell its securities to anyone, regardless of their relationship, wealth or a minimum value of securities being purchased. Preparing an offering memorandum requires a bit more input by management and its professional advisors to put together than just a subscription agreement and investor questionnaire (which is the main reason why issuers are reluctant to use the offering memorandum exemption). The added time and associated cost however can be well worth the effort, particularly when an issuer is looking to raise over $100,000.

In Canada an offering memorandum is required to be prepared and delivered in the required form to prospective investors. There are two versions of the required form: (1) is for qualifying issuers (Form 45-106F3); and (2) the other is for non-qualifying issuers (Form 45-106F2). Qualifying issuers are issuers listed on the TSX or TSX Venture Exchange. Non-qualifying issuers are all other issuers. The form for qualifying issuers allows certain information that is already posted on SEDAR to be incorporated by reference into the offering memorandum.

The disclosure required in an offering memorandum is much less than that required in a prospectus. A Canadian offering memorandum in the required form includes the following sections:

  • Item 1: Use of Available Funds (as set out in tables in form);

  • Item 2: Description of Business (no more than 2-15 pages);

  • Item 3: Interests of Directors, Management, Promoters and Principal Holders (as set out in tables in form);

  • Item 4: Capital Structure (as set out in tables in form);

  • Item 5: Securities Offered (very basic description required);

  • Item 6: Income Tax Consequences and RRSP Eligibility (simplified disclosure other than for flow-through shares or special income tax vehicle securities);

  • Item 7: Compensation Paid to Sellers and Finders (basic disclosure – cannot pay finder’s fee in Northwest Territories, Nunavut, Saskatchewan and Yukon);

  • Item 8: Risk Factors (no more than 2 pages);

  • Item 9: Reporting Obligations (very basic description required);

  • Item 10: Resale Restrictions (text required as set out in section);

  • Item 11: Purchasers' Rights (2 day cancellation right as set out in section and statutory and contractual right of action disclosure as required by each province securities are offered);

  • Item 12: Financial Statements (audited annual; unaudited interim);

  • Item 13: Date and Certificate (certificate as of date of offering memorandum stating no misrepresentation in document); and

  • Risk Acknowledgement Form (to be signed by all investors).

IMO, if anyone sees anything wrong with this post, please point it out to better inform and assure that there is no misrepresentation by me.

thank you

rick

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