Judging by this news release the management of Fortunate Sun have failed to gather enough support to minimize the property vendors and current shareholders. While it is true that Fortunate Sun may cease to exist over the next 12 months. The scenario below shows who is the winner and loser when companies consolidate.
Fortunate Sun Mining Company
Ltd.'s special general meeting held on Feb. 8 has been adjourned until a
date to be determined no later than March 8, 2013. The company will
continue to accept late proxies that were not voted prior to or at the
meeting. The company urges shareholders to vote in favour of the
resolutions put forward by management. The company will issue a news
release announcing when the meeting will reconvene.
Managing director, Scott Young, stated: "Given the current market
conditions and lack of available funding for junior exploration
companies, it is imperative to consolidate our shares to attract new
projects, management and financing. Without this, Fortunate Sun (along
with many other junior exploration companies) may cease to exist over
the next 12 months."
So lets examine who wins and loses when a roll back occurs. All information on present issued and outstanding shares is gathered from Fortunate Sun's original prospectus. I have made market assumptions on the post financing aspect as an example.
Prior to the IPO, Fortunate Sun issued to the insiders 5,299,500 shares for $312,300 giving themselves a cost base of $0.059/share. Roll that back 5-1 and it works out to a cost base of $0.295/share for 1,060,000 shares.
Now lets assume that present management is successful at consolidating Fortunate Sun, the shares will trade at approximately $0.05-$0.07/share post consolidation allowing the management to raise funds at $0.05/share. (Best case scenario as I believe companies can raise money at $0.03/share now.)
Assume that $300,000 is raised by the insiders post consolidation, they will issue 6,000,000 shares to themselves giving them a new share base of 7,060,000 for a total of $612,300 and a new cost base of approximately $0.087/share.
Meanwhile the property vendors who were issued 10,012,000 shares for a deemed value of $580,000 or approximately $0.058/share now find themselves owning 2,002,500 shares at a cost of $0.29/share.
Lets not forget that schmuck, Joe Retail, he is long 7,500,000 shares at $0.15/share and post consolidation they are left with 1,500,000 shares with new cost base of $0.75/share.
Management now has firm control with 7+ million shares while only having 3,500,000 shares in pesky minority hands.
So given the above examples you see how management wins, property vendors come in second and Joe Retail comes in at a distant third.
What I do not understand is the present shell structure of Fortunate Sun is pretty clean with 25 million shares outstanding and has a market value of $278,000, pretty cheap and easy to work with if someone wanted a shell. I would prefer a consolidation if it was announced with a management change or a new group but since it is not I feel like another sheep that has just been to the market to be sheared.
As a show of faith it would only take $18,000 of management's personal money to clean up the 636,000 shares to $0.05 and maybe another $20,000 to keep it there while they try to raise money. Judging by the lack of any insider buying as per
Canadian Insider faith is presently non existent. It reminds me of an old saying from the Vancouver Stock Exchange days, "never buy (support) your own deal".
I would assume the proxy fight is between the property vendors and management, as management appeals to Joe Retail to vote in their favour with a sprinkle of fear on top. Joe Retail has most likely thrown in the towel and can't be bothered to vote.
I know this Joe can't be bothered to vote as I lose either way.