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Bullboard - Stock Discussion Forum Verde Agritech Ltd T.NPK

Alternate Symbol(s):  VNPKF

Verde AgriTech Ltd is an agricultural technology company that produces potash fertilizers. The principal activity of the Company is the production and sale of a multi-nutrient potassium fertilizer marketed in Brazil under the brands K Forte and BAKS, Silicio Forte, and internationally as Super Greensand (the Product). K Forte is a potash fertilizer that is a source of potassium, silicon, and... see more

TSX:NPK - Post Discussion

Verde Agritech Ltd > March 2021 Warrant Exercise
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Post by 15Stanmore on Jun 10, 2021 2:00pm

March 2021 Warrant Exercise

On March 15, 2021 the Company issued a news release indicating it had received $1.4 million in cash for the sale of common shares sold upon the exercise of 1,410,057 warrants.

On May 17, 2021 the Company issued its March 31, 2021 Q1 financial statements that recorded only 1,385,055 warrants had been exercised, with 25,002 having expired without being exercised. This meant that the Company recorded receipt of $1,385,055 from the transaction, $25,002 less than previously reported.

Mr. Veloso exercised 456,208 warrants, Mr. Paolucci the CFO exercised 83,333 and Mr. St. Aldwyn the Independent Lead Director exercised 41,666. The news release disclosed that Mr. Veloso had used the funds he had received in settling his 2020 bonus of $550,900 to acquire the 456,208 common shares upon exercise of the warrants, as well as the exercise of stock options, in March 2021.

Given the $550,900 2020 bonus was expensed in the 2020 audited statements, and the only balance (salary, bonus, fees or expenses) owing to Mr. Veloso and all other directors as at December 31, 2020 was $49,000, can the Company please confirm the dates in 2020 when Mr. Veloso was paid and received the $550,900 in funds from the bonus awarded in 2020?

Can the Company also confirm the date and amount of funds received from Mr. Veloso to exercise his 456,208 in warrants and for exercise of his stock options.

The news release also confirms that on March 12, 2021 Mr. Veloso was issued 399,000 shares at $1.22 per share in lieu of $486,780 in salary, and Mr. Paolucci was issued 100,000 shares at $1.22 per share in lieu of $122,000 in salary. Can the Company please confirm what salary time period was being addressed by these payments, given that the only salary amounts owing as at December 31, 2020 was the $49,000 noted above. Had Mr. Veloso not been paid from January 1 2021 to March 12, 2021, he would have been owed a total of $82,849 for his base family. Why did he receive $486,780?

I am cognizant that the Verde Financial Statements are not the easiest or most transparent financial statements to pick apart, so perhaps my analysis has overlooked information that might be available, or one or more of my calculations or assumptions are incorrect. Accordingly,  I will be the most grateful if the Company can respond to these questions in sufficient detail in order to disclose and remove any errors on my part.

Cheers,

S.
Comment by DiggeDiego on Jun 12, 2021 1:51am
Stan, From what I can read the 500k something bonus paid in 2020 is for a six year period which makes it about 80k/ year, not that bloody...  
Comment by PedroPistacio on Jun 12, 2021 3:12am
Let's get that checked out, but the CEO's bonus from here looks like being $420,000 pa. which on top of $420,000 basic seems totally out of kilter with the company's revenues, let alone profits. I am happy to be corrected on this but no one has offered a defence oh his pay package as yet. 
Comment by DiggeDiego on Jun 12, 2021 4:37am
From management information circular dated May 20, 2021 (Sedar May 28:th) page 23 (3)  Mr. Veloso used all proceeds from his annual incentive plan payment to exercise his share options and his share warrants in the Company. This is the first time that Verde has paid a bonus to Mr. Veloso in six years, despite Mr. Veloso having repeatedly met and surpassed the performance targets ...more  
Comment by Ciao on Jun 12, 2021 7:35am
They are simply sugar coating a large one time bonus by averaging it over 6 years. If it was CV's behest that he would not get paid a bonus till the company was profitable then do you justify a large one time payment by indicating he has not received a bonus in previous years? A bonus based on milled tonnage and sales tonnage and margins rather than simply profitability is more appropriate ...more  
Comment by Sugoioi on Jun 12, 2021 10:56am
I'm perfectly fine with his bonus, it does not concern me at all. The work he has done in not diluting the company while turning the company to profit has been excellent. To talk about the dilution he's currently causing shareholders is laughable and disappointing, if not down right misleading. The possible impact on share price certainly makes it suspect.
Comment by 15Stanmore on Jun 12, 2021 12:04pm
Hello Sugoioi, Thank you for your post - we have not seen you on the Board for a while - I thought you might have cashed out at $1.97 and moved on to other opportunities - glad to see you are still participating. Your post addresses "bonus" as a singular - but recent comments have dealt with the $550,900 bonus awarded in 2020 and the more recent announcement of the terms and conditions ...more  
Comment by Sugoioi on Jun 12, 2021 12:11pm
What's the companies debt and interest payments?
Comment by 15Stanmore on Jun 12, 2021 12:47pm
Hello Sugoioi, As you correctly assume, I have these figures readily available in my due diligence database. As always, I am happy to assist other investors by giving them easy access to my work - it saves them the time of having to look this up for themselves through SEDAR: December 31, 2020 Interest bearing loans and borrowings     $2,529,000 Finance costs (for the year)  ...more  
Comment by Sugoioi on Jun 12, 2021 1:02pm
A debt of $2 million and interest payments of $367K. Comparable companies with current sales, growth, and expansion?
Comment by 15Stanmore on Jun 12, 2021 12:16pm
Hello DiggeDiego, So far I have not been able to confirm what the $550,900 bonus was for, other than to provide Mr. Veloso with the cash flow he required to be able to exercise his $1 warrants in March 2021. Unlike the 2021 sliding scale bonus which was announced with some detail earlier this year, against which we can monitor his performance and understand the basis of any award that is ...more