Montana oil and mining journal. [volume] (Great Falls, Mont.) 1931-1953, 1940-12-07

are the IOllOWinB
(d) If the aggregate OFFERING
price of the securities enumerated
in either paragraph Ca) or OBJ
above does not exceed 100000, the
offering may be made pursuant to
Regulation A even though it is
contemplated that after the ter
minatfon of the offering an offer
ing of additional securities will be
made.
(e) The aggregate offering price
Of assessable securities shall in
clude the aggregate amount of all
assessments legally leviable thereon
at the time CT the offering thereof
or at any time thereafter.
~ Where securities are offered
at the market" the aggregate Of
fering price thereof shall be COM
puted upon the basis of the market
price as established by bona fide
sales made on the first day Of the
offering.
20 Where securities are offered
in exchange for outstanding securi-
ties, claims or property the aggre-
gate offering price thereof shall be
computed upon the basis of the
claims or property to be received
in exchange as established by bona
fide sales made within a reasonable
time; if there have been no such
sales the aggregate Offering price
shall be computed upon the basis of
the fair value, as determined by
some accepted standard, of the Sc
curities, claims or property to be
received in exchange.
Rule 221. Securities Excluded
From Exemption.
No exemption under this regula-
ton shall be available for
(a) Securities of investment
trusts or investment companies;
(b) Voting trust certificates;
(c) Fractional undivided inter-
ests in oil or gas rights as defined
in Rule 800. or similar interests in
other mineral rights;
cd Certificates of interest as
defined in Rule $50;
(e) Only securities issued by an
individual who is a resident Of
foreign country, a corporation in
corporated in foreign country. /
or any other person organized under |
the laws of. or having its princi-
pal place of business in, foreign |
country;
~ Any securities of an issuer
so long as registration state
ment of the issuer or of any person !
controlling, controlled by, or under |
common control with, the dssuer is
the subject of pending proceed
ings, under Section OBJ or 8 (d)
of the Act or of an order entered |
under either of these sections:
~ Any securities of an is :
suer if the assuer, any promoter of !
the issuer presently connected with
the issuer in any capacity, or any
person controlling, controlled by I
or under common control with the
issuer % has been convicted with /
in five years preceding the filing i
Of the letter of notification |,
of any felony or misdemeanor in
the sale of any security or (2) is
subject to an order, judgment or
decree Of any court of competent
jurisdiction, entered within three
years preceding the date of filing ;
the letter of notification. enjoining
1t or him from engaging in or con-
tinuing any conduct or practice in ,
connection with the sale of any
security;
(h) Securities sold or delivered !
after sale in. or orders for which I
are accepted from a State while
the right to offer or sell such Sc
curities in that State is prohibited.
denied, or suspended by statute or I
by any regulatory body of the State !
for any reason other than the mis- :
conduct of dealer in the securi- {
ties. :
Rule I'D. Letter of Notification. =
(a) No securities Shall be Of
fered under this regulation until q
a letter of notification with respect ;
thereto has been filed. as provided (
in paragraphs OBJ and (c), by the Ii
issuer or by the person or persons
by on behalf of, or for the benefit a
of whom the offering is to be c
made, If other than the issuer. (
Every letter of notification shall {
contain the following information: (
% The names and addresses (
of (A) the issuer; (B) all directors
and officers of the issuer; Co the I
person or persons by, on behalf of. I
or for the benefit of whom the Of q
Ierlng is 10 De made; and CD each
principal underwater. r
(2) (A) The title of the Sc a
curities proposed to be offered; q
OBJ the principal amount of evil +
dences of Indebtedness or the num- r
Der of shares or other units pro- i
posed to be offered; co the price q
per unit at which they are to be s
offered to Uhe public; (D) the
aggregate amount at which they are 1
to be offered to the public; and \
(E) the aggregate amount at which a
all securities of the issuer have b
been offered TO the public within d
one year by the person or persons I
filing the letter of notification.
Where securities are to be offered {
"at the market" the information {
required by (C) and CD Shall be 7
given upon the basis of the market (
price as established by bona fide
oaIna Tnado Within a raoo,ona bIa .