RE:RE:RE:Suntrader. If I might share my thoughts on your statement... Sorry, Researcher203, but what you wrote is incorrect. Block trades where the buyer remains under 2% DO NOT require board approval.
I suggest you read the entire contract, not just pick out a paragraph. Section 3.1(e)(iv) that you quoted applies to unrestricted sales of over 2%.
You need to read the prior sections, specifically Section 3.1(e)(iii) for block trades where the buyer remains under 2% of outstanding shares. The only requirements when the buyer shall hold no more than 2.0% of the issued and outstanding Common Shares of NexOptic are quoted here:
“the Securityholder provides written notice of such Block Trade to NexOptic within five days of completing such Block Trade, which notice shall set out (I) the volume and price of the Block Trade, (II) the identity of the ultimate beneficial purchaser of the Securityholder's Securities and (III) the number of securities directly and indirectly beneficially owned and/or controlled by the purchaser and its Joint Actors, upon completion of the Block Trade;” That is all: 3DB just needs to notify the board within 5 days AFTER the trade and provide this information. No approval is required and the board has no control over such block trades. This is how 3DB used a third party to dump their shares on the open markets.
According to Bill (NXO Investor Relations), this third party was Fidelity. Fidelity, through their proxies shorted the stock and then did the block trades to cover; that was the mechanism through which they dumped their shares so quickly. To his credit, Bill did a great job monitoring these trades. For more information, I suggest reading some of his posts related to 3DB sales on FaceBook NXO group.
Cheers.
Researcher203 wrote: Truhlik wrote:
AUborealis: Sorry dude, but you are wrong about the 3DB share sales contract; what Damn1212 said is actually correct. Sorry Truhlik but block trades require board approval. AUborealis is correct. From the agreement: Section 3.1(e)(iv)
(A) the Securityholder provides no less than five business days advance written notice of such Block Trade to NexOptic, which notice shall set out (I) the volume and price of the proposed Block Trade, (II) the identity of the proposed ultimate beneficial purchaser of the Securityholder's Securities, (III) the number of securities that will be directly and indirectly beneficially owned and/or controlled by the purchaser and its Joint Actors, upon completion of the proposed Block Trade, (IV) the purpose of the proposed acquisition of the Securityholder's Securities by the proposed purchaser; and
(B) the proposed sale is pre-approved in writing by the Board;
Any Disposition effected by the Securityholder shall be made in accordance with applicable securities laws and, during the Restricted Period, the Securityholder agrees that it shall not issue any notice or make any announcement of its intention to sell the Securityholder's Securities that is inconsistent with the restrictions set forth in Section 3.1(e) or with this Section 3.1(f). For greater certainty, the Securityholder agrees that any notice or announcement of its intention to sell the Securityholder's Securities, including Form 45-102F1, shall indicate that the disclosed proposed disposition(s) by the Securityholder is subject to a maximum number of securities that shall not exceed the limitations set forth under Section 3.1(e)(i). Notwithstanding the foregoing, the Securityholder may issue a Form 45-102F1 (i) respecting a bona fide proposed Block Trade permitted by Section 3.1(e)(iii), where it expects, acting in good faith, such Block Trade to be completed prior to the expiry of such Form 45-102F1 and (ii) respecting a bona fide proposed Block Trade permitted by Section 3.1(e)(iv) (and, for greater certainty, which has been previously approved by the Board in accordance with Section 3.1(e)(iv)(B)) where it expects, acting in good faith, such Block Trade to be completed prior to the expiry of such Form 45-102F1.
The Board has complete control for the DBros Block Trades and knows who is buying them. It is not surprising that the signicant majority of the Block Trades occurred after the ARM webinar presentation of ALIIS. More likely savvy tech entrepreneurs are buying blocks being helped by stock trashers who are trying to manipulate the stock price. Not likely that Dbros have a secret deal with a broker to cover shorts and then advise the NexOptic Board 5 days before it happens while making a SEDAR filing at the same time.