Re: What is going on?
in response to
by
posted on
Aug 21, 2016 08:06PM
NI 43-101 Update (September 2012): 11.1 Mt @ 1.68% Ni, 0.87% Cu, 0.89 gpt Pt and 3.09 gpt Pd and 0.18 gpt Au (Proven & Probable Reserves) / 8.9 Mt @ 1.10% Ni, 1.14% Cu, 1.16 gpt Pt and 3.49 gpt Pd and 0.30 gpt Au (Inferred Resource)
I made that update today. The number that was there before was based on information from back in the spring.
The number (961m) in the recent KWG press release was correct in that is referred to the number of shares currently issued. The vote on August 18th was based solely on that number. Only currently existing shares are allowed to vote.
The FD (fully diluted) number that is visible reflects all current warrants and options. If those were exercised, they would add to the number of available shares.
For a summary, you can start with pages 19 and 20 of the first quarter financial statements, which can be found here:
http://kwgresources.com/wp-content/uploads/2016/07/Q1-1.pdf
Those numbers were effective at the end of March. To come up with more accurate numbers, I added the extra shares and options issued as per press releases since then, specifically the 75m shares and 75m warrants issued in April, plus the approximately 2m loose shares issued at the same time to various entities such as Agoracom, etc.
The fully diluted numbers are more useful than the shares currently in existence for a few reasons. They're not useful for determining current market cap, however, in the event of a takeover offer, friendly or otherwise, it is quite likely that most or all options and warrants would come into play. At the moment, the vast majority (>99%) of options/warrants have a strike price of 10 cents and above. Therefore, there's a good chance that many of these won't be exercised as things currently stand (BTW, 21m of these expire at the end of this month). However, if there was a significant takeover offer, which caused the current SP to rise above 10 cents, then presumably the holders of those warrants/options would be interested in exercising them, to realize an instant gain.
From the point of view of a company considering a takeover offer, the fully diluted numbers are important. If I was an entity that wanted to take over KWG, and I decided to offer 15 cents per share, I'd need to be aware that rather than having to pay for 961m shares at that price (if they were all tendered), I'd need to be prepared to pay for about 1.14 billion shares.
Of course, in the event of a takeover, things would become significantly more confusing. If you were around for the Cliffs/SPQ/KWG debacle several years ago, you'd remember the considerations once Cliffs had accumulated a couple different percentages of the total float.
To be clear, I have no knowledge or expectation of an impending takeover. However, it's good to be aware that the company could potentially have 1.14 billion shares in total, rather than 961m, if the share price rises appreciably from current levels. Those two numbers aren't too different, but having over a billion shares outstanding is a bit of a psychological eye-opener.
Be aware that the fully diluted number can also decrease with no apparent explanation to casual observers. For instance, after August 31st, the 1.14 billion shares should decrease by 21 million shares if the August warrants expire.
I hope this makes sense. Let me know if you want clarification on anything that I've said.