Welcome To The Argonaut Gold Inc. HUB On AGORACOM
"Friendly aquisition" of Prodigy Gold (Oct. 2012) / > 100k ounces in 2012
Message: Can Y'all read..??
This is the initial Prospectus for the initiation of the trust.,..]November 2012..
I believe that you can read that the IPO price is $10.00
Read who owns 33 1/3% of the 10 million shares..
he Trust indirectly owns all of the issued and outstanding shares of Crius Energy Corporation (‘‘
US Holdco
’’), a Delaware corporation formed for
the purpose of acquiring an ownership interest in Crius Energy, LLC (the ‘‘
Company
’’), a Delaware limited liability company. Prior to the closing of
the Offering, US Holdco will enter into a purchase agreement (the ‘‘
Purchase Agreement
’’) to acquire 33
1
⁄
3
% of the Membership Units (as defined
herein) (the ‘‘
Company Interest
’’) of the Company from the Company. The Company Interest will entitle US Holdco to appoint a majority of the
members of the board of directors of the Company, and thereby to control the day-to-day operations of the Company, including th
e amount of
Anyway 33% 0f the float is in HOLDCO>..
Hat doesn't leave a lot of float..and the insidersd and mnagement has a bunch,,...
5SEP201218045229
No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. Thi
s prospectus constitutes a
public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by
persons permitted to sell such
securities.
The securities offered hereby have not been, and will not be, registered under the United States Securities Act of 1933, as ame
nded (‘‘
U.S. Securities Act
’’)
or any of the state securities laws and, subject to certain exceptions, may not be offered or sold in the United States or to a
U.S. persons (as defined in
Regulation S under the U.S. Securities Act (‘‘
Regulations S
’’)). See ‘‘Plan of Distribution’’.
PRELIMINARY PROSPECTUS
Initial Public Offering
September 25, 2012
CRIUS ENERGY TRUST
C$
Units
This prospectus qualifies the distribution of
trust units (‘‘
Units
’’) of Crius Energy Trust (the ‘‘
Trust
’’), an unincorporated open-ended limited
purpose trust established under the laws of the Province of Ontario, to be issued at a price of C$10.00 per Unit (the ‘‘
Offering
’’).
Units are being offered by Scotia Capital Inc., RBC Dominion Securities Inc. and UBS Securities Canada Inc. (collectively, the
‘‘
Lead
Underwriters
’’) on their behalf and on behalf of National Bank Financial Inc. (collectively, with the Lead Underwriters, the ‘‘
Underwriters
’’),
pursuant to an agreement between the Trust and the Underwriters dated
, 2012 (the ‘‘
Underwriting Agreement
’’).
The Trust indirectly owns all of the issued and outstanding shares of Crius Energy Corporation (‘‘
US Holdco
’’), a Delaware corporation formed for
the purpose of acquiring an ownership interest in Crius Energy, LLC (the ‘‘
Company
’’), a Delaware limited liability company. Prior to the closing of
the Offering, US Holdco will enter into a purchase agreement (the ‘‘
Purchase Agreement
’’) to acquire 33
1
⁄
3
% of the Membership Units (as defined
herein) (the ‘‘
Company Interest
’’) of the Company from the Company. The Company Interest will entitle US Holdco to appoint a majority of the
members of the board of directors of the Company, and thereby to control the day-to-day operations of the Company, including th
e amount of
distributions the Company makes from available funds, if any. The Company is an independent retail energy provider (‘‘
Energy Retailer
’’) that
markets and sells electricity and natural gas to residential and small to medium-size commercial customers in the United States
. The purchase price
for the Company Interest is C$
million (payable in US$ based on the exchange rate on the date of closing of the Offering). The purchase price
will be funded from the net proceeds of the Offering. The purchase of the Company Interest is conditional on the concurrent clo
sing of the
Offering. See ‘‘Use of Proceeds’’.
The Trust intends to make monthly distributions of a portion of its available cash to holders of Units (‘‘
Unitholders
’’). The Trust expects that the
initial monthly cash distribution rate will be C$
per Unit. The initial cash distribution, which will be for the period from and including the date
of closing of the Offering to November 30, 2012, is expected to be paid on December 17, 2012, to Unitholders of record on Novem
ber 30, 2012 and
is estimated to be C$
per Unit (assuming that the closing of the Offering occurs on November
, 2012). The distribution of cash to
Unitholders is not assured. See ‘‘Description of the Trust — Distributions’’ and ‘‘Risk Factors’’.
The Trust intends to qualify as a ‘‘mutual fund trust’’ under the
Income Tax Act
(Canada) (the ‘‘
Tax Act
’’). The Trust will not be a ‘‘SIFT trust’’
(as defined in the Tax Act), provided that the Trust complies at all times with its investment restrictions which preclude the
Trust from holding any
‘‘non-portfolio property’’ (as defined in the Tax Act).
There is currently no market through which the Units may be sold and purchasers may not be able to resell Units purchased under
this prospectus.
This may affect the pricing of the Units in the secondary market, the transparency and availability of trading prices, the liqu
idity of the Units and the
extent of issuer regulation. See ‘‘Risk Factors’’.
An investment in the Units is speculative and is subject to a number of risks that should be considered by a prospective purcha
ser.
Price C$10.00 per Unit
Price Underwriters’ Net Proceeds
to Public
(1)
Fee
(2)
to the Trust
(3)
Per Unit
...................................................... C$
10.00
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