Andina Bought Deal - Disclosure of Chmns insider tThe Chmn's trades are disclosed in the amended prospectus. The amendments included an extra half warrant and an extra 6 months on the exercise time of the warrant. Below is an excerpt from the final prospectus. Anyone with a guess as to what the changes are worth?
TRADING BY INSIDERS PRIOR TO THE ANNOUNCEMENT OF THE OFFERING
During the review process for this amended and restated short form prospectus, staff of the Ontario Securities
Commission raised questions about trading in securities of the Company on November 3, 2009 by Mr. T. Sean Harvey and Mr. Juan Eduardo Rosselot. Staff of the Ontario Securities Commission requested that the Company provide this disclosure regarding the trading activity of Mr. Harvey and Mr. Rosselot. While at the date of this amended and restated short form prospectus, neither Mr. Harvey nor Mr. Rosselot is subject to a formal investigation or enforcement action commenced by the Ontario Securities Commission, no assurance can be given that a formal investigation or enforcement action will not be commenced in the future. Neither individual has been charged with any breach or violation of Ontario securities laws. The Company has been advised by staff of the Ontario Securities Commission that it will soon be opening a continuous disclosure review file on the Company to further review Mr. Harvey’s trades, Mr. Rosselot’s trades, and the Company’s insider trading policies and procedures.
At 3:47pm on November 3, 2009, the Company issued a press release announcing the Offering, having only
reached an enforceable agreement with the Underwriters at 3:45pm. BMO first proposed terms to the Company at approximately 2:00pm, which followed an earlier late morning update from BMO regarding the gold price. During November 3, 2009, Mr. Rosselot’s broker sold 5,000 shares from an order Mr. Rosselot had placed on October 21, 2009. Mr. Rosselot cancelled his remaining orders on becoming aware of the press release. Mr. Harvey placed an order to sell 50,000 shares at 12:50pm (which was filled prior to 1:00pm) as part of an organized plan to dispose of shares under options that expire in January, 2010. Mr. Harvey and Mr. Rosselot subsequently made full and timely disclosure of the trades on the System for Electronic Disclosure by Insiders (SEDI) at www.sedi.ca, from which the information below is derived.
Mr. Harvey has subsequently voluntarily contacted the Ontario Securities Commission and has offered to assist staff in their review of the trades of November 3, 2009. Mr. Rosselot has confirmed to the Company that he is willing to assist Staff in their review.
Name of Director Date Nature of Trading Sale or Exercise Price Per Total Volume of
Common Share Common Shares
Traded on the TSXV
T. Sean Harvey,
Chairman and Director
October 21, 2009 Sale of 6,300 Common Shares $1.96 174,760
Sale of 40,000 Common Shares $2.00
Sale of 300 Common Shares $2.02
Sale of 2,900 Common Shares $2.05
Sale of 500 Common Shares $2.06
October 22, 2009 Exercise of 50,000 options
.70 179,002
November 3, 2009 Exercise of 50,000 options
.70 198,107
Sale of 4,800 Common Shares $1.97
Sale of 4,200 Common Shares $1.96
Sale of 41,000 Common Shares $1.95
Juan Eduardo Rosselot,
Director
October 22, 2009 Sale of 5,000Common Shares $2.00 179,002
October 23, 2009 Sale of 100 Common Shares $2.00 257,195
November 3, 2009 Sale of 5,000 Common Shares $2.00 198,107
At the close of trading on November 3, 2009 and as at the date of this amended and restated short form
prospectus, Mr. Harvey owned, and continues to own, 2,158,439 common shares of the Company and Mr. Rosselot owned, and continues to own, 127,342 common shares of the Company.
The Company has also undertaken to the Ontario Securities Commission to review its insider trading policy with a focus on black-out period implementation. A copy of this undertaking is available on SEDAR at www.sedar.com.