Each one in plain English, with the numbers worked through for a shareholder.
15 Mar 2011listing compliance notice● NeutralMajor
Strateco filed Form 15F on March 15, 2011 to end its duty to file reports with the US SEC, saying it qualifies as a foreign private issuer, with about 2.85% of its trading volume in the US and the TSX as its main market (96% of volume). Its shares stay listed on the TSX and it says it will keep publishing information in English on its website and SEDAR. The filing does not cancel or change shareholders' shares; it only ends US reporting, so the Sentient convertible notes and warrants described earlier are unchanged.
28 Dec 2010capital raising announcement● NeutralMajor
Strateco closed a bought-deal private placement on December 23, 2010 with a syndicate led by Dundee Securities: 9,639,100 units at $0.83 (about $8.0M, including the 3,615,000-unit over-allotment) plus 5,263,200 flow-through shares at $0.95 ($5,000,040), for gross proceeds of $13,000,493 and underwriter fees of $650,025. Sentient Group also bought 1,800,000 units at $0.83 ($1,494,000) under its right to keep its stake in new financings, taking its fully converted and exercised holding to 25,768,422 shares (15.12%), down from the 16.48% shown earlier. The flow-through money goes to exploration on the Matoush project properties and the Mistassini property in Québec.
Strateco engaged PricewaterhouseCoopers as its new principal accountant as of May 27, 2010, replacing Petrie Raymond, which was dismissed in March. The filing says Strateco had not consulted PwC on the matters Item 304 lists before the engagement. This completes the auditor change begun in March 2010.
A second amendment restating the March 2010 auditor dismissal with slightly fuller wording on disagreements and attaching a new Petrie Raymond letter dated April 14, 2010 saying it agrees with the statements. The substance is unchanged.
An amendment that attaches the letter from Petrie Raymond, dated April 1, 2010, saying it agrees with Strateco's statements about the March 2010 dismissal. No new facts about the change are added.
Strateco dismissed Petrie Raymond as its auditor effective March 23, 2010, after the 2009 audit was finished, saying it needs an auditor with a wider range of specialised services for its underground uranium exploration program. The filing says there were no disagreements and no adverse or qualified opinions, and that shareholders will be asked to approve a new auditor at the May 27, 2010 meeting. This reverses the May 2004 appointment of Petrie Raymond.
Strateco closed a CA$15,000,000 private placement with the Sentient Group, made up of 100,000 units at $0.95 and 14,905 interest-free convertible notes of $1,000 each, with warrants attached. The notes mature February 27, 2015 and can be converted at $0.95 per share (15,689,474 shares in total), so existing shareholders could be diluted. Sentient gets a right to keep a 5% holding in future financings and a board nomination, and could hold 16.48% of the shares if it converted and exercised everything. Proceeds are meant for Matoush uranium project work, and $750,000 in fees is paid in units.
Strateco closed a CA$2,500,000 flow-through private placement on December 8, 2009, issuing 2,500,000 shares at $1.00 to three Ontario accredited investors. $2.4M came from an insider holding more than 10% of the shares (through one fund and a related investor), and the money goes to exploration on the Matoush project properties and the Mistassini property in Québec. Finders' fees total $100,000.
What it means for a shareholder
2.5m new shares at $1.00 to raise about $2.5m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
Strateco raised CA$8,000,001.75 by issuing 4,102,565 flow-through common shares at $1.95 each to two accredited investors in Ontario. The money must go to exploration spending on the Matoush and Apple projects in Québec, and a 4% finder's fee is payable to a third party.
Strateco's common shares moved from the TSX Venture Exchange to the Toronto Stock Exchange, trading under the same symbol RSC, with the TSX Venture listing ended. The filing describes the TSX as the senior exchange.
The Cadiscor sale closed: Cadiscor raised $6,599,000 in its public offering on August 17, 2006 and listed on the TSX Venture Exchange on August 21, 2006, and Strateco transferred the Discovery and Montbray properties and received 20,000,000 Cadiscor shares. Those shares are being distributed to Strateco shareholders of record on August 23, 2006, at about 0.212 of a Cadiscor share per Strateco share, and Cadiscor is no longer a wholly owned subsidiary. This completes the sale and distribution announced in June 2006.
Strateco agreed to sell its gold-related Discovery and Montbray properties to its wholly owned subsidiary Cadiscor Resources, so that Strateco can focus on properties with uranium discovery potential. In return Strateco gets 20,000,000 Cadiscor shares valued at $3,200,172 plus reimbursement of instalments it paid to GéoNova, while Cadiscor takes on the remaining GéoNova payments ($275,000 and $1,000,000 by August 30, 2006) and the royalties. Shareholders unanimously approved the sale on June 20, 2006, and also a $3,200,172 reduction of capital to be paid by handing the Cadiscor shares out to Strateco shareholders. Closing still depends on a Cadiscor public offering and TSX Venture listing by August 30, 2006.
An amended version of the May 2004 auditor-change filing. It names KPMG as the auditor not renewed, says shareholders ratified the change at the Special Annual Meeting on May 12, 2004, and adds exhibit letters from KPMG and Petrie Raymond dated June 2, 2004. The substance (Petrie Raymond replacing KPMG, no disagreements) is unchanged.
Strateco said it did not renew its existing auditors and engaged Petrie Raymond as its new auditors for the year ending December 31, 2004, effective May 12, 2004. The filing says the board approved the change and shareholders ratified it at the last annual meeting. It says the previous auditor, KPMG, gave no qualified or adverse opinions and that there were no unresolved disagreements.
