I've been reading over the SEC fillings and I'm positive that there is an error, or atleast something that needs clarifying.
The latest SEC form must have been filled out incorrectly! They've checked "New Notice" instead of "Amendment". There has to be only one offering of debt for a total of $14m. The SEC filling in March 2015 has to be an "amendment" to the original October 2015 filling. This error probably happened because Liquid Venture filled out the latest form, while the original form was filled out by Mears.
The difference between the 1st filling of debt (October 2014) and 2nd filling (March 2015) is $8m. You get this number by subtracting the amount sold in October 2014 by March 2015, $14m - $6m = $8m.
This is why the KTE announcement says it was an $8m raising in March, while on the Liquid Ventures website it says $14m in total.
You can actually work out the value of Mears by looking at the difference in dilution between the March and October raising.
KTE announcement October 2014: Fully diluted shareholding of 13.407%
KTE announcement March 2015: Fully diluted shareholding of 12.092%
The difference is: 1.315% (13.407% - 12.092%)
So if there was $8m of new debt and KT2's fully diluted holdings was reduced by 1.315%, then Mears must have been valued at approximately $81m, and K2's holdings would be valued at $10.5m.
13% of $81m = $10.5m
Add $8m
12% of $89m = $10.5m
BUT, K2 says it had $1.3m in convertible notes that it exchanged for the new issue notes.
My question is, do they have 12.092% fully diluted PLUS a $1.3m convertible note?
OR
Do they have 12.092% fully diluted total (which includes the $1.3m convertible note when it converts).
The announcement in March 2015, looks like a "copy/paste" from the October announcement without adjusting for the conversion of the notes. If it is included, then is it part of the $8m raising? If it is, then that would reduce Mears to $67m on my calculation. Also, Liquid Venture's got $737k in fees. Is that subtracted from $8m, or $14m? Even small adjustments would modify my calculations above, so I really don't know what it's exactly value at.
I think KTE should really clarify the actual raising with more detail and atleast give an estimated value of Mears as at March 2015. I'm sure they will probably argue it's confidential but the 'cat's out of the bag', because of the ASX failed take over and the dilution information already given. Mears now has 177 investors, which is alot, and likely to leak anyway. I would like to see atleast a basic investor presentation of Mears or something other than their website, which is out of date and crap.
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