A company will raise money by issuing shares, in what is called a "private placement" (PP). If you read the news reports, you see that they typically involve "units" that consist of a share and a warrant, or half warrant. A warrant is like a call option, which gives the holder the right, but not the obligation, to buy a share of stock at a set price until a certain date. The warrants are what really attract the big investment money to participate in the private placement.

    People who participate in PPs are typically wealthy investors who can buy up to $10,0000 to $50,000 minimum worth of stock at one time. The company does not have time to do PPs with hundreds of people who can only invest $1000 or less. A PP requires a contract, perhaps some negotiations, and numerous phone calls to work out the details, questions and concerns of the wealthy investor.

    The price of the PP is usually lower than the share price. By law, it can be no lower than 80% of the share price the previous day, at the time the private placement (PP) is announced. (So a rapidly upwardly moving share price can either scare away a potential large investor, or make them even more eager to participate!) But by the time the PP closes, perhaps a month later, the share price may be significantly higher, and this creates a very great opportunity for those who participate in the PPs, especially in a bull market in gold stocks.

    The price is usually less to compensate the larger investor for the lack of liquidity. PPs are also risky for the large investor, because a large investor usually cannot sell a large portion of stock at once without damaging the share price, and hurting their own position. They may not be able to sell until the company has profits, which may be years down the road. To protect existing shareholders from a large investor dumping the stock, there is a hold time where the shares acquired cannot be sold for 4 months or even up to a year for warrants. And that creates even less liquidity for the large investor.

The key here is that the PP is done usually lower than the stock price and by the time the PP closes TOE agreement is 4 months and 1 day, the share price maybe signifficantly higher!

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