(October 7 – 16:00 ET) – Apart
from the usual regulatory,
shareholder and board approvals,
the purchase by sapphire-miner-
turning-online-brokerage,
American Gem Corp.’s of St.
James Securities Inc. will be
contingent on the firm completing
another $4 million in financing.
Am Gem will pay about $1.6
million in cash at closing and more
than 9.6 million shares for St.
James. The shares amount to about
7% of Am Gem’s currently
outstanding shares.
Am Gem has asked shareholders to
approve the amendment of the
firm’s option plan, to allow
for the issuance of more than 26.5
million new shares, including 19.1
million for options issued to
existing company executives.
The company is also asking
shareholders to approve private
placements for up to 142.3 million
new shares that could be issued
over the next 12 months in arms
length deals. The firm currently
has about 142.3 million shares
already outstanding. The shares
issued to St. James’s shareholders
will be escrowed and released on
an unspecified schedule at six
month intervals, beginning 90 days
after closing.
Am Gem, which has also asked
shareholders to approve its name
change to Digital Gem Corp.,
plans to merge St. James with
Northern Securities Inc.,
which it bought late last year for
$7.3 million, into Northern St.
James Inc. The firm plans to
introduce the eNorthern online
brokerage later this year.
Vic Alboini, chairman and chief
executive of Northern will retain
that role with the merged firm.
Roderick DeCourcy Ireland, St.
James’ vice chairman will become
president. Ed Ing will become
chief financial officer.
Northern’s existing president
and CFO, Bill Podolsky, will
become vice chair.
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