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23/11/22
00:57
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Originally posted by Koala1959:
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Given the WA domicile the announcement was issued at 4pm their local time - though I do acknowledge that for East Coast SH it was 7pm or 6pm based on their location. Personally I do not read anything into the timing. As I read the details as outlined in the prospectus to SH re this component of the credit raise:6.2 (A) Lind and SBC will pre-pay a total of $4,550,000 within five business days (Advance Payment) subject to satisfaction of customary conditions precedent (including confirmation by the Company that it has performed or complied in all material respects with all obligations required to be performed or complied with under the Subscription Agreements), 6.2 (C) Initial Shares: On receipt of the Advance Payment, the Company will issue to Lind and SBC a total of 25,000,000 shares (which may be applied towards satisfying the Company’s subscription obligations under the Subscription Agreement) this implies to me the $4.55m is converted to ordinary shares and the company has immediate access to the funds. subject to the highlighted section in 6.2 (d) below (d) Options: On receipt of the Advance Payment, and subject to the Company obtaining shareholder approval on or before 28 February 2023, the Company will issue to Lind and SBC 21,186,441 options each, with an exercise price of $0.089 per share, which expire 3- years after the date of issue. If the Company has not obtained shareholder approval for the issue of options by 28 February 2023 then in lieu of the options Lind and SBC will not be required to pay for the Initial Shares. I can't imagine SH will not approve the issue. There are limitations on the exercise of the options:Purchase of Placement Shares: Lind and SBC can subscribe for Placement Shares during the Term, subject to the following conditions: a. Until 28 February 2023, at the Fixed Subscription Price; b. From 1 March 2023 until 21 November 2023, the Fixed Subscription Price or the Variable Subscription Price, however Lind and SBC may only subscribe for shares at the Variable Subscription Price up to a maximum amount of $200,000 each for each calendar month during this period; c. Following 21 November 2023 at the Fixed Subscription Price or the Variable Subscription Price, without monthly limits . The "Advanced Credit Payment" could be construed as a form of convertible note given the conditions surrounding it and the buy back and other provisions 6.2 (H) to (O) also (p) There is no security provided by the Company to Lind or SBC in respect to the Subscription Agreements. No interest is payable under the Subscription Agreements. If AUZ manages to get a quality collaborative partner by March 2023 as they have suggested the are presently negotiating - It would be reasonable to conclude that there would be a solid appreciation in the SP particularly if there was a further commitment to additional equity in the collaborative agreement in the event of a debt funding package - could they get back to the post consolidation share price at least ? I imagine the conditions around the options outlined are indicative of a belief/expectation that negotiations relating to March 2023 at this stage will result in a positive conclusion. It is likely if the SP went well above the option figure (given a positive March 2023 announcement) given the nature of the holders of the options they would be looking to exercise the options with the risk then that they would look to likely sell out in a relatively short time frame which would then impact the share price during that sale process. I can't see how the initial Advance Payment shares can be construed as Convertible Notes - they appear to be issuing ordinary shares. In the grand scheme of things given the present situation AUZ is in what AUZ has achieved with this CR is in my opinion not a bad outcome in the circumstances. Perhaps I am totally missing the point - could you outline how you reached your "convertible note" conclusion
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I consider it to be a convertible note because 1. Money is received by the company now 2. There is a term period 3. The total number of shares is yet to be determined - ie there is no set valuation (note difference between valuation and dollar value) for the investment currently. 4. The financiers have the option of when they want to convert to shares, and after 1 March will do so at significant discount. (10% discount to the lowest 5 days of vwap from the previous 20 prior to 'subscription' - conversion) I dont think this is as bad as the Bergen deal and shareholders have at least some sort of protection until 21 Nov 2023 and strong protection until February 2023. What would you consider this to be if not a convertible note? AUZ has taken such a beating that I am genuinely neutral on the stock. There is some sort of value in the asset, probably greater that the current market cap despite past screw ups of past management. I don't think this deal does shareholders any favours though. Probably a legitimate question is was there much else on the table given the works required which were flagged by the new CEO. If not then at least they have given themselves better protections this time. At least with Lind you can always run with Ginas son works there so has his stamp of approval.