Share consolidation information as published by Energy Fuels Documents filed by Energy Fuels with Sedar.com (as legally required) contain the following information:
1. The company sent an information circular to shareholders, dated July 15, 2013, asking for approval at a meeting on Aug. 13, 2013 to consolidate shares at a ratio of up to 20 to 1. (This document was published by Sedar.com on July 18, 2013. The full text of the resolution prepared for the meeting was published in the circular and is appended below).
2. The company published a News Release on Aug. 13, 2013 announcing that the resolution had been approved by 98.34% of shareholders. This document is also available at Sedar.com. (The relevant excerpt is appended below.)
Question:
Can anyone explain why the company has asked for (and received) the approval of shareholders to consolidate shares at a ratio of 20 to 1 if as 'commeilfaut' insists (twice so far, without giving any source) that the actual consolidation will be in the range of 8 to 1?
As a retail shareholder, I rely on information that is published by the company and I can find no published reference to an 8 to 1 split. As I read the resolution, the company now has the option, with the passage of the Share Consolidation Resolution, to make any level of consolidation it wishes to make - up to a ratio of 20 to 1.
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Excerpts from documents filed with Sedar.com:
This is the text of the Share Consolidation Resolution published on page E1 of the Notice of Special Meeting of Shareholdersheld August 13, 2013 as published in the Management information circular July 15, 2013
SCHEDULE E – SHARE CONSOLIDATION RESOLUTION
SPECIAL RESOLUTION OF THE SHAREHOLDERS OF ENERGY FUELS INC. (the “Corporation”)
BE IT RESOLVED, AS A SPECIAL RESOLUTION, THAT:
1. The Corporation is hereby authorized to amend its articles of incorporation to provide that:
(a) the authorized capital of the Corporation is altered by consolidating all of the issued and outstanding common shares of the Corporation on the basis (the “Share Consolidation Ratio”) that such number of pre-consolidation common shares as shall be determined by the Board of Directors of the Corporation shall be consolidated into one post- consolidation common share, provided that the Share Consolidation Ratio shall not exceed twenty (20) pre-consolidation common shares for one (1) post-consolidation common share;
(b) in the event that the Share Consolidation Ratio would otherwise result in the issuance to any shareholder of a fractional post-consolidation common share, no fractional post- consolidation common shares shall be issued and the number of post-consolidation common shares issuable to such shareholder shall be rounded down to the nearest whole number; and
(c) the effective date and time of such consolidation shall be the date and time shown in the articles of amendment and certificate of amendment issued by the Director appointed under the Business Corporations Act (Ontario) or such other date and time indicated in the articles of amendment provided that, in any event, such date shall be prior to the next annual meeting of Shareholders.
2. Any director or officer of the Corporation is hereby authorized and directed for and in the name of and on behalf of the Corporation to execute, or to cause to be executed, whether under the corporate seal of the Corporation or otherwise, and to deliver or cause to be delivered all such other documents and instruments, and to do or cause to be done all such other acts and things as, in the opinion of such director or officer, may be necessary or desirable in order to carry out the intent of this special resolution, including, without limitation, the determination of the effective date and time of the consolidation and the delivery of articles of amendment in the prescribed form to the Director appointed under the Business Corporations Act (Ontario), the execution of any such document or the doing of any such other act or thing being conclusive evidence of such determination.
3. Notwithstanding the foregoing, the directors of the Corporation are hereby authorized, without further approval of or notice to the Shareholders of the Corporation, to revoke this special resolution at any time before a certificate of amendment is issued by the Director.
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A News Release issed by the company on Aug. 13, 2013 said this resolution has been approved overwhelmingly. The portion of the release dealing with the consolidation resolution is as follows:
"In addition, the shareholders of Energy Fuels were asked to authorize a share consolidation (the “Share Consolidation”) as described in the Circular. Of the votes cast at the Energy Fuels shareholder meeting, 98.34% were in favour of the Share Consolidation. The Share Consolidation will be implemented at the discretion of the Board of Directors of the Company, but will not be implemented prior to completion of the Arrangement."
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