As filed with the Securities and Exchange Commission on December 23, 1997
Registration No. ______________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________________
CASMYN CORP.
(Exact name of Registrant as specified in its charter)
Colorado 84-0987840
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1335 Greg Street
Unit #104
Sparks, Nevada 89431
(702) 331-5524
(Address, including Zip Code, and Telephone Number, Including
Area Code of Registrant's Principal Executive Offices)
_________________________
Amyn Dahya
President
1335 Greg Street
Unit # 104
Sparks, Nevada 89431
(702) 331-5524
(Name, Address, including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
_________________________
Copy to:
David L. Ficksman, Esq.
Loeb & Loeb LLP
1000 Wilshire Boulevard, Suite 1800
Los Angeles, California 90017
(213) 688-3698
_________________________
<PAGE>
Approximate date of commencement of proposed sale to the public: As soon
as practicable after this registration statement becomes effective.
If the only securities being registered on this form are being
offered pursuant to dividend or interest reinvestment plans, please check the
following box. __
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. X
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. __
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. __
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. __
_________________________
CALCULATION OF REGISTRATION FEE
================================================================================
TITLE OF EACH PROPOSED PROPOSED
CLASS OF AMOUNT MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO TO BE OFFERING PRICE AGGREGATE REGISTRATION
BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) FEE
Common Stock,
$.04 par
value per share 121,029 $1.94 $ 234,796 $ 71
================================================================================
(1) Includes the registration for resale of the following: (i) all shares
of Common Stock issuable upon conversion of shares of Preferred
Stock upon the exercise of 6,000 warrants (the "September Convertible
Preferred Stock Warrants") issued in connection with a private placement
of the Registrant's 8% Convertible Preferred Stock on September 2, 1997
(the September Convertible Preferred Stock"); and (ii) all shares of
Common Stock issuable upon conversion of shares of the September
Convertible Preferred Stock issuable as dividends in respect of the
September Convertible Preferred Stock Warrants. For purposes of
calculating the number of shares of Common Stock included in this
Registration Statement, the Company calculated 130% of the number of
shares of Common Stock issuable in connection with the conversion of the
<PAGE>
September Convertible Preferred Stock based on a market price of $1.94
per share of Common Stock (the last reported sales price reported by
NASDAQ on December 18, 1997). In addition to the estimated number of
shares set forth in the table, the amount to be registered includes a
presently indeterminate number of shares issuable upon conversion of or
otherwise in respect of Registrant's September Convertible Preferred
Stock as such number may be adjusted as a result of stock splits, stock
dividends and antidilution provisions (including floating rate
conversion prices) in accordance with Rule 416.
(2) Estimated solely for the purpose of calculating the registration fee
in accordance with Rule 457(c) using the last reported sale price reported
on the Nasdaq SmallCap Market for the Registrant's Common Stock on
December 18, 1997.
_________________________
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT
THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE
WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT
TO SAID SECTION 8(A), MAY DETERMINE. INFORMATION CONTAINED HEREIN IS SUBJECT TO
COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE
SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE
SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME
THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT
CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR
SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH
OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
Subject to Completion Dated September 22, 1997
PROSPECTUS
CASMYN CORP.
121,029 SHARES OF COMMON STOCK*
All of the shares ("Shares") of Common Stock, par value $.04 per
share ("Common Stock") of Casmyn Corp., a Colorado corporation ("Casmyn" or
the "Company"), are being offered by certain securityholders of the Company
(the "Selling Shareholders"). The Company will not receive any of the
proceeds from the sale of the Shares offered hereby. All expenses of this
offering will be paid for by the Company except for commissions, fees and
discounts of any underwriters, brokers, dealers or agents retained by the
Selling Shareholders. See "Selling Shareholders" and "Plan of Distribution"
for information relating to the Selling Shareholders and this offering. The
Common Stock Company is traded on the NASDAQ SmallCap Market under the symbol
"CMYN." On December 18, 1997, the last reported sale price of the Common
Stock, as reported on the NASDAQ SmallCap Market, was $1.94 per share.
*The Shares offered hereby for resale are: (i) all such currently
indeterminate number of shares of Common Stock issuable upon conversion
of shares of Preferred Stock issuable upon the exercise of 6,000 warrants
(the "September Convertible Preferred Stock Warrants") issued in connection
with a private placement completed in September 1997 of the Company's
Convertible Preferred Stock, par value $.10 and liquidation preference $25
per share (the "September Convertible Preferred Stock"); and (ii) all such
all such currently indeterminate number of shares of Common Stock issuable
upon conversion of the September Convertible Preferred Stock issuable as
dividends in respect of the September Convertible Preferred Stock Warrants;
The number of shares of Common Stock issuable in connection with the
transactions referred to above and offered for resale hereby is an estimate
based upon the market price of the Common Stock set forth above, is subject to
adjustment and could be materially less or more than such estimated amount
depending upon factors which cannot be predicted by the Company at this time,
including, among others, the future market price of the Common Stock and the
decision by the holders of the September Convertible Preferred Stock as to
when to convert such shares. If, however, such market price of the Common
Stock were
<PAGE>
used to determine the number of shares issuable as of the first dates on which
all the September Convertible Preferred Stock may be converted, the Company
would be obligated to issue a total of approximately 121,029 shares of
Common Stock if all shares of the September Convertible Preferred Stock
Warrants were converted on such dates. This presentation is
not intended to constitute a prediction as to the future market price of
the Common Stock or as to when holders will elect to convert shares of
September Convertible Preferred Stock into shares of Common Stock. See "Risk
Factors - Effect of Conversion of Convertible Preferred Stock, Potential
Common Stock Adjustment" and "Description of Capital Stock."
THE SECURITIES OFFERED HEREBY ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF
RISK. THESE SECURITIES SHOULD BE PURCHASED ONLY BY THOSE PERSONS WHO CAN
AFFORD A LOSS OF THEIR ENTIRE INVESTMENT. (SEE "RISK FACTORS" ON PAGE 4)
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
____________________________
The date of this Prospectus is _____________, 1997
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act"). In accordance with the
Exchange Act, the Company files reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commission").
The reports, proxy statements and other information can be inspected and
copied at the public reference facilities that the Commission maintains at
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
Commission's regional offices located at 7 World Trade Center, 13th Floor, New
York, New York 10048, and 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Copies of these materials can be obtained at prescribed rates
from the Public Reference Section of the Commission at the principal offices
of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549. These
reports, proxy statements and other information may also be obtained from the
Web site that the Commission maintains at http:\\www.sec.gov.
The Company has filed with the Commission a registration statement
on Form S-3 (herein, together with all amendments and exhibits, referred to as
the "Registration Statement") under the Securities Act of 1933 (the
"Securities Act"). This Prospectus does not contain all of the information
set forth in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. For further
information, reference is hereby made to the Registration Statement.
____________________________
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by the Company with the Commission
pursuant to the Exchange Act are incorporated in this Prospectus by reference:
The Company's Annual Report on Form 10-K for the year ended
September 30, 1997.
All other documents filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus and
<PAGE>
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Prospectus and to be a part hereof from the date of filing such documents.
The Company will provide without charge to each person to whom a
copy of this Prospectus is delivered, upon the written or oral request of any
such person, a copy of any or all of the documents that are incorporated by
reference, other than exhibits to such documents not specifically incorporated
by reference. Requests for such copies should be directed to Mr. Dennis
Welling, Casmyn Corp., 1800-1500 West Georgia Street, Vancouver, British
Columbia V6G 2Z6
Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Prospectus.
RISK FACTORS
IN EVALUATING AN INVESTMENT IN SHARES OF COMMON STOCK OF THE
COMPANY, PROSPECTIVE INVESTORS SHOULD CONSIDER CAREFULLY, AMONG OTHER THINGS,
THE FOLLOWING RISK FACTORS.
LIMITED OPERATING HISTORY UNDER CURRENT MANAGEMENT
The Company has only been operating under its current management
since March 1994. Since that time, it has engaged in limited business
operations and is still in the process of acquiring and developing mineral
properties and technologies for its business, and it has been operating with
losses. There is no assurance that the Company will be able to generate the
revenues necessary to be profitable or that it will be successful if forced to
seek additional funds for further development of its current mining properties
and technologies.
RELIANCE ON OUTSIDE FINANCING
The Company's management believes that in the long term it will be
able to generate revenues sufficient to fund its operations and continue with
its proposed business plans. However, to complete current projects under
development and should the Company expand its operations and/or make
acquisitions that would require substantial sums of money, it will have to
seek additional debt or equity financing. Since inception, the Company's
operations have been financed in substantial part through private sales of the
Company's securities and private loans. There can be no assurance that such
financing would be available on terms acceptable to the Company, as and when
needed. The ability of the Company to obtain financing will depend on, among
<PAGE>
other factors, political stability in those countries in which the Company
does business, the price (and trends of prices) of minerals and the market
perception of mining stocks.
RELIANCE UPON OFFICERS AND DIRECTORS
The Company is wholly dependent, at present, upon the personal
efforts and abilities of its officers and directors. The loss of one or more
of its officers or directors could have a material adverse effect on the
Company's operating results. The Company does not maintain key-man life
insurance on its officers and directors. While the Company will solicit
business through its officers and directors, there can be no assurance as to
the volume of business, if any, which the Company may obtain, or that its
operations will prove to be as profitable as presently anticipated.
CONFLICTS OF INTEREST
The Company has in the past obtained and anticipates obtaining
certain of its services and has shared and anticipates sharing management and
facilities from companies of which certain of its officers, directors and
principal shareholders are officers, directors and/or principal shareholders.
All such services and facilities will be obtained by the Company at terms
which the Company believes are competitive in the marketplace and at least as
favorable to the Company as would be obtained by a third party.
UNPROFITABILITY
Despite the business experience of the officers, directors and
principal shareholders of the Company, the Company has been operating at a
loss and has not been profitable since 1994, when Mr. Amyn Dahya, the
Company's President, acquired majority ownership. The Company had net income
of $47,060 for the fiscal year ended September 30, 1994 and net losses of
$3,042,428, $8,321,326 and $6,793,427 for the fiscal years ended September 30,
1995 and 1996 and 1997 respectively. There can be no assurance the
Company will be profitable in the future, or that such profitability, if
attained, will be sufficient to permit the Company to be successful in the
future or to expand or continue to operate.
<PAGE>
COMPETITION
Competition includes large established mining companies having
substantial capabilities and greater financial and technical resources than
the Company. Therefore, the Company may be unable to acquire future potential
mining properties on terms it considers acceptable. The Company also competes
with other mining companies in the recruitment and retention of qualified
employees.
GOVERNMENTAL APPROVAL/REGULATIONS
The mining operations of the Company, through its wholly-owned
subsidiaries Casmyn Mining Corporation and Casmyn Mining Zimbabwe [Private]
Limited, are conducted primarily through its offices located in South Africa
and Zimbabwe. Casmyn Mining Corporation is qualified to do business in South
Africa which include permits to allow the Company to conduct exploration
activities on optioned properties and, as such, is subject to the laws of that
country. Casmyn Mining Zimbabwe [Private] Ltd. received approval from the
Zimbabwe Investment Centre to carry out exploration and mining activities and
from the Zimbabwe Reserve Bank to purchase 100% of the shares of a group of
five (5) private mining companies in Zimbabwe (See "The Company").
COMPLIANCE WITH ENVIRONMENTAL LAWS
The mining operations of the Company in South Africa are directed at
determining the presence of economically viable mineral deposits on properties
under option. It is the Company's intention, once such mineral deposits are
discovered, to identify a joint venture partner to develop and operate the
mining properties. Under the South Africa Minerals Act, 1991, the Company
and/or its joint venture partner are responsible for development of an
environmental impact assessment and an environmental management program for
the proposed mining venture which must be approved prior to the start of
exploration and/or mining operations. On January 31, 1996, the Company
acquired various gold mining properties and processing facilities in Zimbabwe
and has begun mining and processing gold at those facilities. The Company is
also engaged in an exploration program in Zambia that consists mainly of
geophysics, soil sampling and core drilling. The Company believes that it is
in compliance with the environmental laws of the countries in which it
operates.
RISK OF DEVELOPMENT AND POSSIBILITY OF INADEQUATE INSUARNCE COVERAGE,
CONSTRUCTION AND MINING OPERATIONS
In connection with the development of a mineral resource property,
the ability to meet cost estimates and construction and production time
estimates cannot be assured. Technical considerations, delay in obtaining
governmental approvals, inability to obtain financing or other factors could
cause delays in developing mineral resource properties. Additionally, the
business of mineral mining is subject to a variety of risks and hazards,
<PAGE>
including environmental hazards, industrial accidents, flooding and the
discharge of toxic chemicals. The Company has obtained insurance in amounts
it considers to be adequate to protect itself against certain of these risks
of mining and processing. However, the Company may become subject to
liability for certain hazards for which it cannot obtain insurance or which it
may elect not to obtain insurance against because of premium cost or other
reasons.
EXPLORATION PROGRAMS - CERTAIN PROPERTIES LACK PROVEN COMMERCIALLY VIABLE
MINERAL DEPOSITS
A major part of the Company's business is the exploration of its
existing properties and the evaluation and pursuit of potential new prospects
at the exploration stage. Substantial expenditures may be incurred in an
attempt to establish the economic feasibility of mining operations by
identifying mineral deposits and establishing reserves through drilling and
other techniques, designing facilities and planning mining operations. The
economic feasibility of a project depends on numerous factors, including the
cost of mining and production facilities required to extract the desired
minerals, the total mineral deposits that can be mined using a given facility
and the market price of the minerals at the time of sale. There is no
assurance that existing or future exploration programs or acquisitions will
result in the identification of deposits that can be mined profitably. The
Company generally acquires the rights to explore for mineral resources on
various parcels of land through option agreements negotiated with the property
owner. The agreements generally have a term of one year with the right to
extend on a year to year basis. The Company is in the process of determining
the potential for economically viable mineral resources on properties under
option and will either renew or cancel options based upon this determination.
To date, the Company's properties and exploration programs in South
Africa and Zambia have not indicated the presence of proven commercially
viable mineral deposits.
UNCERTAINITY OF RESERVE ESTIMATE CALCULATIONS AND UNCERTAINTY OF ABILITY TO
REPLACE EXISTING RESERVES
Uncertainty exists in the determination of proven and probable gold
reserves due to assumptions made as to cost of production and world gold
prices. Additionally, while the Company continues its exploration program at
its Zimbabwe properties to identify new reserves to replace those currently
being depleted, there is no assurance that the Company will be able to find
such new reserves.
MARKET FACTORS AND VOLATILITY
<PAGE>
Active international markets have historically existed for gold.
There has been an active market for diamonds, copper, cobalt and uranium which
are of a commodity nature. As such, the Company anticipates no barriers to
the sale of these minerals. Prices of certain minerals have fluctuated
widely, particularly in recent years, and are affected by numerous factors
beyond the control of the Company. Future mineral prices cannot be accurately
predicted. A significant decline in the price of gold being produced or
expected to be produced by the Company could have a material adverse effect on
the Company. However, the Company will attempt to reduce its exposure to
losses from such price decreases through hedging.
NO CASH DIVIDENDS
The Company has never paid and has no present plans to pay any cash
dividends on its common stock. The Company currently intends to retain its
earnings to finance the growth and development of its business.
CERTAIN TAX CONSIDERATIONS
The Company is predominantly invested in foreign subsidiaries.
Those subsidiaries are subjected to tax imposed on them in the foreign
jurisdictions in which they operate and in which they are organized. Further,
their income is subject to US federal and state income taxes when distributed,
deemed distributed or otherwise attributed to, the Company, which is a US
corporation. Complex US tax rules apply for purposes of determining the
calculation of those US taxes, the availability of a credit for any foreign
taxes imposed on the foreign subsidiaries or the Company and the timing of the
imposition of US tax.
Normally, all foreign income earned by a US multinational eventually
will be subject to US tax. Income earned by a foreign branch of a US company
is taxable currently in the United States, and income earned by a foreign
subsidiary could be subject to US tax either in the year distributed to the US
as a dividend or in the year earned by means of Subpart F, foreign personal
holding company or other federal tax rules requiring current recognition of
certain income earned by foreign subsidiaries.
Income earned in foreign countries often is subject to foreign
income taxes. In order to relieve double taxation, the US federal tax law
generally allows US corporations a credit against their US tax liability in
the year the foreign earnings become subject to US tax in the amount of the
foreign taxes paid on those earnings. The credit is limited, however, under
complex limitation rules, to, in general, the US (pre-credit) tax imposed on
the US corporation's foreign source income. Further, complex rules exist for
allocating and apportioning interest, research and development expenses and
certain other expense deductions between US and foreign sources. Limiting
provisions of the source rules decrease the amount of foreign source income
many US multinationals can generate. Reduced foreign source income results in
<PAGE>
a smaller foreign tax credit limitation, as the limitation is based on the
ratio of foreign source net income to total net income.
These rules can prevent US multinationals from crediting all of the
foreign taxes they pay. To the extent that foreign taxes are not creditable,
foreign source income bears a tax burden higher than the US tax rate.
GENERAL POLITICAL RISKS AND RISK OF CURRENCY EXCHANGE RATE FLUCTUATIONS
The Company is actively engaged in exploration and production
activities in Zimbabwe, Zambia and South Africa. These countries may be
subject to a substantially greater degree of social, political and economic
instability than is the case in the United States and Western European
countries. Such instability may result from, among other things, the
following: (i) popular unrest associated with demands for improved political,
economic and social conditions; and (ii) ethnic, religious and racial
disaffection. Such social, political and economic instability could
significantly disrupt the Company's business. In addition, there may be the
possibility of nationalization, asset expropriations or future confiscatory
levels of taxation affecting the Company. In the event of nationalization,
expropriation or other confiscation, the Company may not be fairly compensated
for its loss and could lose its entire investment in the country involved.
The economies of individual countries in which the Company does
business may differ favorably or unfavorably and significantly from the U.S.
economy in such respects as the rate of growth of GDP or gross national
product, rate of inflation, currency depreciation, capital reinvestment,
resource self-sufficiency, structural unemployment and balance of payments
position.
Governments in certain foreign countries in which the Company does
business participate to a significant degree, through ownership interests or
regulation, in their respective economies. Action by these governments could
have a significant adverse effect on the Company's business.
The value of the assets of the Company as measured in dollars also
may be affected favorably or unfavorably by fluctuations in currency rates and
<PAGE>
exchange control regulations. Some of the currencies of countries in which
the Company does business have experienced devaluations relative to the
dollar, and major adjustments have been made periodically in certain of such
currencies. Also, certain of these countries face serious exchange
constraints. Further, the Company may incur costs in connection with
conversions between various currencies. Foreign exchange dealers realize a
profit based on the difference between the prices at which they are buying and
selling various currencies. Thus, a dealer normally will offer to sell a
foreign currency to the Company at one rate, while offering a lesser rate of
exchange should the Company desire immediately to resell that currency to the
dealer. The Company conducts its foreign currency exchange transactions
either on a spot (i.e., cash) basis at the spot rate prevailing in the foreign
currency exchange market, or through entering into forward, futures or options
contracts to purchase or sell foreign currencies or through entering into
currency swap transactions. If the foreign currency hedging engaged in by the
Company does not protect the Company against adverse changes in exchange
rates, the Company's net assets (including accrued income and realized capital
gains) and distributions would be affected by fluctuations in the value of the
local currency. The Company does not currently have any foreign exchange
hedge contracts in place.
DILUTIVE EFFECT OF OPTIONS AND WARRANTS; SHARES AVAILABLE FOR FUTURE SALE.
As of December 18, 1997, the Company had granted options to purchase
an aggregate of approximately 2,174,000 shares at exercise prices ranging
from $.04 to $21.00 per share, and warrants to purchase an aggregate of
approximately 1,014,000 shares of Common Stock at exercise prices ranging
from approximately $5.50 per share to $13.00 per share. Additionally, there
are outstanding 172,725 Placement Agent Warrants to purchase shares of the
Company's Convertible Preferred Stock at a price of $25.00 per share issued in
a private placement of Convertible Preferred Stock in April 1997. In the
event that all such options and warrants are exercised for cash, the aggregate
proceeds to the Company would be approximately $24,964,000. To the extent
that the stock options and warrants are exercised, material dilution of the
ownership interest of the Company's present shareholders will occur. The
Company also expects that in the ordinary course of its business it will issue
additional warrants and grant additional stock options including, but not
limited to, options granted pursuant to its Employee and Director's Stock
Option Plans. Investors should note that the recent trading prices of the
Common Stock significantly exceeds the Company's book value per share for
financial accounting purposes. In addition, this prospectus covers the resale
of an estimated 121,029 shares of Common Stock pertaining to shares of
Common Stock issuable conversion of the Company's Convertible Preferred
Stock upon the exercise of 6,000 warrants issued in a private placement of the
September Convertible Preferred Stock (subject to the assumptions set forth
on the cover page of this Prospectus related to future market prices of the
Common Stock and conversion elections made by holders of the Convertible
Preferred Stock). During the effectiveness of this registration statement,
such shares will be eligible for resale in the public market without
restriction under the Securities Act. Sales of substantial amounts of
Common Stock by shareholders, or the perception that such sales could
occur, could adversely affect the market price for the Common Stock.
See "-- Effect
<PAGE>
of Conversion of Convertible Preferred Stock; Potential Common Stock
Adjustment," "Description of Capital Stock" and "Shares Available for Future
Sale."
EFFECT OF CONVERSION OF CONVERTIBLE PREFERRED STOCK; POTENTIAL COMMON STOCK
ADJUSTMENT.
In April 1997, the Company completed a private placement (the "April
Private Placement") of 834,667 shares of the same series of Preferred Stock as
the September Convertible Preferred Stock (the "April Convertible Preferred
Stock"). The April Convertible Preferred Stock and the September Convertible
Preferred Stock (collectively, the "Convertible Preferred Stock") entitles the
holders thereof to convert such shares into shares of Common Stock. The exact
number of shares of Common Stock issuable upon conversion of all of the
Convertible Preferred Stock cannot currently be estimated but, the
amount of such issuances of Common Stock will vary inversely with the market
price of the Common Stock. The holders of Common Stock will be materially
diluted by conversion of the Convertible Preferred Stock which dilution will
depend on, among other things, the future market price of the Common Stock and
the decisions by holders of shares of Convertible Preferred Stock as to when
to convert such shares which will affect, among other things, the number of
shares of Convertible Preferred Stock issuable as dividends (and ultimately
the number of shares of Common Stock). On December 18, 1997, the last reported
sales price of the Common Stock on the NASDAQ SmallCap Market was $1.94 per
share. If such market price were used to determine the number of shares of
Common Stock issuable as of the first date on which all of the outstanding
shares of Convertible Preferred Stock may be converted, the Company would
issue a total of approximately 12,034,000 shares of Common Stock from the
September Private Placement and the Obligation Shares and approximately
19,054,000 shares of Common Stock from the April Private Placement if all such
shares, including shares of all Convertible Preferred Stock issuable upon
the exercise of the outstanding Convertible Preferred Stock Warrants
issued in the April Private Placement and September Private Placement were
converted at such time. To the extent the market price per share of the
Common Stock is lower or higher than $1.94 as of any date on which outstanding
shares of Convertible Preferred Stock are converted, the Company would issue
more or less shares of Common Stock than reflected in such estimate, and such
difference could be material. The number of shares of Common Stock issuable
upon conversion of the Convertible Preferred Stock will increase as the market
price of the Common Stock decreases (and decrease as such market price
increases). The number of shares of Common Stock may also increase should
holders of Convertible Preferred Stock continue to hold such shares, thereby
causing the discount to market price applicable upon conversion of such shares
to increase and the number of shares of Convertible Preferred Stock issued as
dividends to increase. The holders of the outstanding shares of Convertible
Preferred Stock also possess certain registration rights, including the right
to include all of the shares of Common Stock that such holders may desire to
sell in certain underwritten public offerings by the Company. The terms of
the Convertible Preferred Stock do not provide for any limit on the number of
shares of Common Stock which the Company may be required to issue in respect
thereof. Stock market volatility, whether related to the stock market
generally or the Company specifically, and if coincident in time with
conversions of Convertible Preferred Stock, will impact directly the number of
shares of Common Stock issuable upon conversion thereof. Additionally, if the
Company issues Common Stock or securities convertible into or exercisable for
Common Stock or other convertible securities at an effective price per share
which is lower than the conversion price of the shares of Convertible
<PAGE>
Preferred Stock at that time, the Company is required to issue upon conversion
of the shares of Convertible Preferred Stock an additional number of shares of
Common Stock necessary to reduce the effective conversion price to such lower
issue price (subject to certain exceptions pertaining to shareholder approved
option plans).
RESTRICTIONS ON TRANSFER.
Following conversion of the Convertible Preferred Stock into shares
of Common Stock, the holders of such shares of Common Stock will be limited on
resales of such shares to the greatest of: (i) 10% of the average daily
trading volume of the Common Stock for the five trading days preceding any
such sale date; (ii) 25,000 shares; and (iii) 10% of the trading volume for
the Common Stock on the date of any such sale. Such limitations on transfer
would limit the ability of an investor to sell shares of Common Stock received
upon conversion of the Convertible Preferred Stock in excess of such levels in
one transaction and delay the time over which an investor could sell their
entire holdings of such shares of Common Stock. See "Description of Capital
Stock -- Preferred Stock."
POSSIBLE ISSUANCE OF ADDITIONAL SHARES OF PREFERRED STOCK WITHOUT SHAREHOLDER
APPROVAL.
The Company's Articles of Incorporation authorizes the issuance of
"blank check" Preferred Stock with such designations, rights and preferences
as may be determined from time-to-time by the Company's Board of Directors.
Accordingly, the Board is empowered, without approval by holders of the Common
Stock, to issue additional shares of Preferred Stock with dividend,
liquidations, redemption, conversion, voting or other rights which could
adversely affect the voting power or other rights of the holders of the Common
Stock. It was pursuant to this authority that the shares of the September
Convertible Preferred Stock were issued. In the event of issuance, Preferred
Stock could be used, under certain circumstances, as a method of discouraging,
delaying or preventing a change in control of the Company. The Company
may issue additional shares of Preferred Stock in the future to raise
capital. See "Description of Capital Stock."
<PAGE>
THE COMPANY
The business activities of the Company center around mineral
resource development. The primary focus to date has been the acquisition and
exploration of mineral resource properties in Zimbabwe, Zambia and South
Africa. The Company has acquired certain mineral properties in South Africa,
a prospecting license in Zambia and is presently conducting mining operations
on its Zimbabwe mining properties. In addition, the Company has positioned
itself in the environmental industry through an equity investment in WPUR.
WPUR is currently focused primarily on the development, manufacture, sales and
management of water treatment equipment and facilities, principally in Vietnam
and North America.
On January 31, 1996, the Company acquired 100% of the shares of a
group of five (5) private mining companies (the "Acquired Companies")
controlled by the Muir Family in Zimbabwe: E.W.B. Properties (Private)
Limited: Matabeleland Minerals (Private) Limited, Greenhorn Mines (Private)
Limited, Morven Mining (Private) Limited, Motapa Minerals (Private) Limited
and Turk Mines (Private) Limited. The Acquired Companies own mining claims
controlling gold and silver mineral rights on properties that lie within the
Bubi Greenstone Belt, which is one of the largest greenstone formations in
Zimbabwe and include numerous shafts, mining equipment and mineral processing
mills with a total capacity of 1,000 tonnes per day. Also, on January 31,
1996, the Company purchased the assets of the Dawn Mine property in Zimbabwe.
The group of mines making up the Dawn Mine property had produced over 340,000
ounces of gold at an average grade of 0.48 ounces of gold per tonne. The Dawn
Mine is located in close proximity to the Turk mine and mill and will be
operated under a mine plan which includes the Turk mine and other mining
properties in the area owned by the Company. Through the acquisition of the
Acquired Companies, the Company owns a 100% interest in 18 past producing gold
mines that have produced in excess of 1,000,000 ounces of gold since mining
commenced in the early 1900's. The Company believes that, through the
modernization of the physical plant and implementation of advanced mining
technologies, significant increases in gold recovery can be realized. In
addition, the Company is expanding its gold reserves through the application
of advanced exploration techniques. Mr. P. Bekker, Consulting Geologist, an
independent consultant has calculated that the Company has in excess of
500,000 ounces of proven and probable gold reserves for the mines owned by
the Company. As of December 18, 1997, the Company was operating three (the
Turk,Dawn and Lonely mines) of the 18 mines acquired.
<PAGE>
RECENT DEVELOPMENTS
Effective September 30, 1997, the Company restructured its interest
in WPUR (the "Restructuring"). In connection therewith the Company received an
aggregate of 7,900,004 shares of the Convertible Preferred Stock ("Convertible
Preferred Shares") of WPUR through the following:
(i) Conversion of $4,574,363 (net of $157,435 which represents the
market value of 31,487 common shares of the Company which was offset
against the total debt) of outstanding debt of WPUR (the "WPUR Debt")
to 5,082,626 Convertible Preferred Shares.
(ii) Exchange of 5,634,756 common shares of WPUR owned by the Company
for 2,817,378 Convertible Preferred Shares of WPUR. Each Preferred
Share is entitled to two votes per share, bears no dividend,
constitutes a senior security of WPUR and may be converted by the
holder at any time after twelve months from the date of distribution
into two shares of WPUR Common Stock. All remaining Convertible
Preferred Shares will be automatically converted into two WPUR Common
Shares on the eighteeth month from the distribution date (discussed
below). The number of Convertible Preferred Shares to be received
upon the conversion of the WPUR Debt was determined based upon the
closing market price of WPUR common stock on September 30, 1997. The
Restructuring was based upon advice of independent investment banking
firms representing the respective interests of the Company and WPUR.
(iii) Spin-off to its shareholders of all 7,900,004 Convertible
Preferred Shares received by the Company in the Restructuring to the
common and preferred shareholders of record of the Company on October
15, 1997 to be completed following regulatory compliance.
(iv) The purchase of 150,000 shares of the Company's common stock
held by WPUR for cash of $5.00 per share.
(v) WPUR issued to the Company warrants to purchase up to 3,300,000
WPUR common shares at a price of $.75 per share exercisable for a
three year period.
The Company must receive regulatory approval prior to distribution of these
Convertible Preferred Shares.
Prior to the Restructuring discussed above, Casmyn owned approximately 31.2% of
the outstanding equity of WPUR. The Company shares officers, personnel and
facilities with WPUR and accordingly actual costs related to these officers,
personnel and facilities are shared on a pro-rata basis.
<PAGE>
On September 2, 1997, the Company completed a private placement
offering of 533,885 shares of the Company's Convertible Preferred Stock and
received aggregate net proceeds therefrom of approximately $12,423,000
(including accrued interest at 8% per annumn from April 14, 1997 to the date
of closing and after cash fees to the placement agents and estimated
transaction expenses). The Company will use the net proceeds as follows:
On April 14, 1997, the Company completed a private placement
offering of 834,667 shares of the Company's newly established Convertible
Preferred Stock (the "April Private Placement") and received aggregate net
proceeds therefrom of approximately $16,759,000 (after cash fees to the
placement agent and the Company's financial advisor and estimated transaction
expenses but without giving effect to the conversion of approximately
$2,087,000 principal amount of Convertible Debentures into Convertible
Preferred Stock). In connection with the private placement of the
Convertible Preferred Stock, the holder of the Company's $5,000,000
Convertible Debentures converted $2,086,675 principal amount of such
Debentures into 83,467 shares of the Convertible Preferred Stock and the
remaining $2,913,325 principal amount into 594,856 shares of the Company's
Common Stock.
All of the shares of the Convertible Preferred Stock have a
liquidation preference of $25.00 per share, are non-voting and are entitled
to quarterly dividends of 8% per annum. The first dividend was paid in
additional shares of Convertible Preferred Stock valued at $25.00 pershare
on July 31, 1997. Subsequent dividends are payable on September 30, December
31, March 31 and June 30 of each year, when and as declared by the Company's
Board of Directors. Commencing on July 15, 1997, 10% (or such larger percentage
as is determined by the Company in its sole discretion) of the shares of the
Convertible Preferred Stock held by each holder were convertible, and
thereafter on the successive monthly anniversaries an equal number of shares of
Convertible Preferred Stock held by such holder are or will become
convertible (on a cumulative basis). The Convertible Preferred Stock will be
convertible at a discount to the Common Stock ranging from 8.5% to 39%,
depending upon the date on which such shares are converted. The September
Convertible Preferred Stock is convertible on the same schedule as the
Preferred Stock issued in the April Private Placement. This discount is
considered to be an additional preferred stock dividend. For the fiscal
year ending September 30, 1997, the Company will record a charge to its
retained earnings and a corresponding credit to preferred stock of
approximately $3,826,000 as the initial discount assuming no conversion of
the September Convertible Preferred Stock to Common Stock prior to
September 30, 1997. The amount of the additional discount to be recorded
will be measured at the percentage discount in effect at the balance sheet
date and will vary depending upon the number of shares converted to Common
Stock over the period. As the discount rate increases, the additional
discount will be recognized as a further charge to retained earnings and a
credit to preferred stock. Assuming no conversion of the September
Convertible Preferred Stock to Common Stock during the fiscal year ending
September 30, 1998, the Company estimates that the charge to retained
earnings and corresponding credit to preferred stock would be approximately
$18,438,000 for the fiscal year ending September 30,1998. These amounts are
recognized as a return to the Preferred Stockholders and a reduction of income
available to Common Stockholders.
<PAGE>
The exact number of shares of Common Stock issuable upon conversion
of the Convertible Preferred Stock cannot be determined and will depend upon,
among other things, the future market price of the Common Stock at the date of
conversion and the decisions by holders of shares of Convertible Preferred
Stock as to when to convert such shares. The placement agent in the September
Private Placement was issued five-year warrants to purchase an aggregate of
62,725 shares of Convertible Preferred Stock at $25.00 per share and received
7.5% of the gross proceeds from the issuance and sale of the September
Convertible Preferred Stock as cash consideration for such services.
See "Risk Factors -- Effect of Conversion of Convertible Preferred Stock;
Potential Common Stock Adjustment" and "Description of Capital Stock."
SHARES AVAILABLE FOR FUTURE SALE
In general, Rule 144 under the Securities Act, as recently amended
by the Commission ("Rule 144"), provides that a person who is an affiliate of
the Company or who has beneficially owned shares that were issued and sold in
reliance upon exemptions from registration under the Securities Act
("Restricted Shares") for at least one year is entitled to sell within any
three-month period a number of shares that does not exceed the greater of
(1%) percent of the then outstanding shares of Common Stock or the average
weekly trading volume. Sales under Rule 144 are also subject to certain
manner-of-sale provisions, notice requirements and the availability of current
public information about the Company. However, a person who is not deemed to
have been an "affiliate" of the Company at any time during the three months
preceding a sale, and who has beneficially owned Restricted Shares for at
least two years, is entitled to sell such shares under Rule 144(k) without
regard to volume limitations, manner-of-sale provisions, notice requirements
or the availability of current public information about the Company.
Of the approximately 47,617,000 shares of Common Stock estimated to
be outstanding (on a fully diluted basis including shares issuable upon the
exercise of outstanding warrants and options) upon completion of this offering
(subject to the assumptions set forth or referred to on the cover page of this
Prospectus related to future market prices of the Common Stock and conversion
elections made by holders of the Convertible Preferred Stock), approximately
22,439,000 shares (including for this purpose an estimated 12,015,000 shares of
Common Stock issuable upon conversion of the Convertible Preferred Stock and
Convertible Preferred Stock Warrants) will have been registered under
Securities Act and/or otherwise freely tradeable and approximately 2,204,444
shares are saleable subject to compliance with the requirements of Rule 144
except for the holding period. Approximately 596,132 shares of
Common Stock will be tradeable subject to the one year holding period
restrictions under, and compliance with the other requirements of, Rule 144
discussed above. Additionally, 121,029 shares of Common Stock issuable upon
the exercise of the September Convertible Preferred Stock Warrants are being
registered herein. Aproximately 22,257,000 shares of common stock issuable upon
the exercise of presently outstanding options and/or the conversion of the
Convertible Preferred Stock and Convertible Preferred Stock Warrants have not
been registered.
<PAGE>
Each of Amyn Dahya, the Company's Chief Executive Officer and
President, and Dahya Holdings, Inc., a corporation in which Mr. Dahya is an
officer, a director and minority shareholder, has agreed for the 13-month
period following the issuance of the September Convertible Preferred Stock not
to sell, and not to permit any of their affiliates to sell, more than 25,000
shares of Common Stock without the prior consent of the placement agent
of the September Convertible Preferred Stock.
No predictions can be made as to the effect that sales of Common
Stock under Rule 144, pursuant to a registration statement or otherwise, or
the availability of shares of Common Stock for sale, will have on the market
price prevailing from time to time. Nevertheless, sales of substantial
amounts of Common Stock in the public market, or the perception that such
sales could occur, could adversely affect prevailing market prices and could
impair the Company's future ability to raise capital through an offering of
its equity securities. Further, certain of the share amounts set forth above
under the caption "Shares Available for Future Sale" are estimates only based
on recent market prices, are subject to adjustment, and could be materially
less or more than such estimated amounts depending upon factors which cannot
be predicted at this time, including, among others, the future market price
per share of the Common Stock and conversion elections made by holders of the
Convertible Preferred Stock. See "Risk Factors -- Dilutive Effect of Options
and Warrants; Shares Available for Future Sale," and "-- Effect of Conversion
of Convertible Preferred Stock; Potential Common Stock Adjustment."
<PAGE>
SELLING SHAREHOLDER
The following table sets forth certain information regarding the
beneficial ownership of the Common Shares to be offered hereby as of
December 18, 1997, and as adjusted to reflect the sale of the Shares offered
hereby, by the Selling Shareholder. The information in the table concerning
the Selling Shareholder who may offer Common Shares hereunder from time to
time is based on information provided to the Company by such securityholders,
except for the assumed conversion ratio of shares of the September
Convertible Preferred Stock into Common Stock, which is based solely on the
assumption discussed or referenced in footnote (1) to the table.
Information concerning such Selling Shareholder may change from time to
time and any changes of which the Company is advised will be set forth
in a Prospectus Supplement to the extent required. See "Plan of Distribution."
<TABLE>
<CAPTION>
COMMON SHARES COMMON SHARES
BENEFICIALLY COMMON SHARES TO BENEFICIALLY
OWNED PRIOR TO BE SOLD IN THE OWNED AFTER
THE OFFERING(1) OFFERING(1) THE OFFERING
NAME OF
SELLING
SHAREHOLDER NUMBER PERCENT NUMBER PERCENT
- ----------- ------ ------- ------ -------
<S> <C> <C> <C> <C> <C>
Navigator
Investment, Ltd.
(2) 121,029 * 121,029 0 *
Total 121,029
</TABLE>
- ------------
*Represents less than 1% of the outstanding Common Stock.
(1) Except as specifically indicated in the footnotes, such beneficial
ownership represents an estimate of the number of shares of Common Stock
issuable upon the conversion of shares of the September Convertible
Preferred Stock beneficially owned by such person (either directly or
through the exercise of the September Convertible Preferred Stock
Warrants), assuming the last reported sales price of $1.94 per share of
Common Stock on December 18, 1997 was used to determine the number of
shares of Common Stock issuable as of the first dates on which the
September Convertible Preferred Stock may be converted and that all
dividends on shares of the September Convertible Preferred Stock are
paid in additional shares of Convertible Preferred Stock. The actual
number of Shares offered hereby is subject to adjustment and could be
materially less or more than the estimated amount indicated depending
upon factors which cannot be predicted by the Company at this time,
including, among others, application of the conversion provisions based
on market prices prevailing at the actual date of conversion and the
number of shares of September Convertible Preferred Stock (and ultimately
the number of shares of Common Stock) issuable as dividends on the
September Convertible Preferred Stock.
<PAGE>
The actual number of shares of Common Stock offered hereby and included
in the Registration Statement of which this Prospectus is a part, includes
such additional number of shares of Common Stock as may be issued or
issuable upon conversion of the September Convertible Preferred Stock by
reason of the floating rate conversion price mechanism or other adjustment
mechanisms described therein, or by reason of any stock split, stock
dividend or similar transaction involving the Common Stock, in order to
prevent dilution, in accordance with Rule 416 under the Securities Act.
This presentation is not intended to constitute a prediction as to the
future market price of the Common Stock or as to when holders will
elect to convert shares of September Convertible Preferred Stock into
shares of Common Stock. The shares of September Convertible Preferred
Stock (other than the shares of Convertible Preferred Stock issued as
dividends) and the September Convertible Preferred Stock Warrants were
issued in the September Private Placement. See "Risk Factors--Effect of
Conversion of Convertible Preferred Stock" and "Description of Capital
Stock."
(2) Represents shares issuable upon the conversion of 6,000 September
Placement Agent Warrants
<PAGE>
DESCRIPTION OF CAPITAL STOCK
The Company's Articles of Incorporation, as amended, authorizes the
issuance of shares of capital stock, of which 300,000,000 shares are
designated as Common Stock, par value $0.04 per share, and 20,000,000 shares
are designated as Preferred Stock, par value $0.10 per shares, of which
2,500,000 have been designated as shares of First Convertible Preferred Stock.
On April 14, 1997, 834,667 shares of Convertible Preferred Stock were issued
in the April Private Placement. Additionally, on September 2, 1997, 533,885
shares of Convertible Preferred Stock were issued in the September Private
Placement.
COMMON STOCK
Holders of Common Stock are entitled to one vote for each share of
Common Stock on all matters submitted to a vote of shareholders. There are no
cumulative voting rights. The rights, privileges and preferences of the
holders of Common Stock are subject to the rights of the holders of the
Convertible Preferred Stock and of any shares of Preferred Stock that may be
designated and issued by the Company in the future. Subject to the
restrictions contained in Preferred Stock issued by the Company, holders of
Common Stock are entitled to received dividends when and if declared by the
Board of Directors out of legally available funds. Upon any liquidation,
dissolution or winding up of the Company, subject to the rights of holders of
shares of Preferred Stock, holders of Common Stock are entitled to share pro
rata in any distribution to the shareholders. Holders of Common Stock do not
have preemptive or other subscription rights. There are no redemption or
sinking fund provisions applicable to the Common Stock.
The Company has warrants outstanding to purchase 1,014,189 shares of
Common Stock at prices ranging from $8.50 to $13.00 per share expiring on dates
ranging from March 29, 1998 and May 12, 1999.
PREFERRED STOCK
The Company's Board of Directors, without the approval of the
holders of the Common Stock, is authorized to designate for issuance up to
20,000,000 shares of Preferred Stock, in such series and with such rights,
privileges and preferences as the Board of Directors may from time to time
determine. As of the date of this Prospectus, 2,500,000 of such shares have
been designated as First Series Preferred Stock, 1,373,021 of which are issued
and outstanding as of the date of this Prospectus; 172,725 of which are
subject to Convertible Preferred Stock Warrants, none of which had been
exercised as of the date of this Prospectus.
<PAGE>
The Convertible Preferred Stock Warrants to purchase a total of
172,725 shares of Convertible Preferrred Stock are exercisable at a price of
$25.00 per share, 110,000 of which expire on April 15, 2002 and 62,725 expire
on September 3, 2002.
CONVERTIBLE PREFERRED STOCK
Except for the first dividend, which was paid on July 31, 1997, each
share of Convertible Preferred Stock is entitled to receive dividends, payable
quarterly on September 30, December 31, March 31 and June 30 of each year, when
and as declared by the Company's Board of Directors, at the rate of 8% per
annum in preference to any payment made on any shares of Common Stock or any
other class or series of capital stock of the Company ranking junior to the
Convertible Preferred Stock. Any dividend payable after the date of
issuance of the Convertible Preferred Stock shall be paid, in additional
shares of Convertible Preferred Stock valued at $25.00 per share. Each share
of Convertible Preferred Stock is also entitled to a liquidation preference
("Liquidation Preference") of $25.00 per share, plus any accrued but unpaid
dividends, in preference to any other class or series of capital stock of the
Company, other than the Convertible Preferred Stock and any other class or
series of capital stock which is entitled to priority over the Convertible
Preferred Stock. A consolidation or merger of the Company with or into any
other corporation, or sale of all or substantially all of the assets of the
Company, will, at the option of the holders of the Convertible Preferred
Stock, be deemed a liquidation if the shares of stock of the Company (along
with all derivative securities) outstanding immediately prior to such
transaction represent immediately after such transaction less than a majority
of the voting power of the surviving corporation (or the acquiror of the
Company's assets in the case of a sale of assets). If the option is
exercised, the holders of the Convertible Preferred Stock will be entitled to
receive, in cash, immediately upon the occurrence of such transaction, an
amount per share equal to the liquidation preference divided by the difference
between 100% and the Applicable Percentage (as defined below).
At any time, the Company may require a portion of the shares of the
Convertible Preferred to be converted into Common Stock ("Required
Conversion") upon notice (the "Notice"), provided that not more than one
Notice may be given in any period of thirty days. A Notice may not be given
unless (A) the low trading price of Common Stock on each of the ten trading
days preceding the Notice date has been equal to or greater than $14.00 per
share (subject to adjustment for stock split, stock dividends and like capital
adjustments), and (B) the shares of Common Stock issuable upon conversion are
registered under the Securities Act, such stock is listed and traded on NASDAQ
or on a national securities exchange, and there is available for delivery upon
resale of such shares a prospectus meeting the requirements of the Securities
Act. The number of Convertible Preferred Shares which the Company may require
to be converted may not exceed the quotient obtained by dividing the average
dollar volume for the twenty trading days immediately prior to the date of
Notice by 25. The conversion price upon Required Conversion is 61% of the
lowest trading price during the Look Back Period (as defined below) in effect
<PAGE>
as of the date of the Notice, but not more than the Conversion Cap (as defined
below) if the Conversion Cap has then been determined.
Except as otherwise provided by applicable law, holders of shares of
Convertible Preferred Stock have no voting rights.
Commencing the earlier of (i) 91 days after the date of issuance and
(ii) the date that a registration statement registering the shares of Common
Stock issuable upon conversion of the Convertible Preferred Stock (including
such shares issuable upon exercise of the Convertible Preferred Stock
Warrants) is declared effective by the Securities and Exchange Commission, 10%
(or such larger percentage as is determined by the Company in its sole
discretion) of the number of shares of Convertible Preferred Stock held of
record by each holder on such day will become convertible into shares of
Common Stock, and thereafter on the successive monthly anniversaries of such
day an equal number of such shares of Convertible Preferred stock will become
convertible (on a cumulative basis). The number of shares of Common Stock
issuable upon conversion of shares of Convertible Preferred Stock will equal
the Liquidation Preference of the shares being converted divided by the
then-effective conversion price applicable to the Common Stock (the
"Conversion Price"). Notwithstanding the foregoing, all the Convertible
Preferred Shares will be fully convertible upon the happening of certain
events and conditions, including a change of control transaction; the filing
of bankruptcy; the failure of the Company to timely file its Form 10-K or Form
10-Q; the failure or unwillingness of the Company's independent auditors to
express a customary opinion on the Company's financial statements within 90
days after the end of the Company's fiscal year or shall express a "going
concern" qualification; the Common Stock shall cease to be listed on either
NASDAQ or National Securities Exchange; or there shall occur a material breach
by the Company of any of its obligations under the Preferred Stock Investment
Agreements pursuant to which the Convertible Preferred Stock was originally
issued.
The Conversion Price as of any Conversion Date will be the lowest
trading price of the Common Stock for the consecutive trading days in the
Lookback Period, reduced by the Applicable Percentage. The "Lookback Period"
represents the number of consecutive trading days changing from 15 days
through the last day of the third month after the date of issuance of the
Convertible Preferred Stock increasing by 3 consecutive trading days following
the last day of the seventeenth month after the issuance of the Convertible
Preferred Stock. The "Applicable Percentage" is dependent upon the amount of
time which has passed from original issuance to the date of measurement, being
8.5% through the fourth month and from the fifth month through the end of the
eighteenth month being 9.5%, 11%, 12%, 13.5%, 15%, 16.5%, 18%, 19.5%, 22%,
24.5%, 28.5%, 32.5%, 36.5% and 39%, respectively. At any date more than
eighteen months after the date of issuance, the Conversion Price will be the
lesser of (a) 61% of the average closing price of the Common Stock for all the
trading days during the 18th month (the "Conversion Cap") or (b) 61% of the
Conversion Price determined as aforesaid. The Conversion Price is at all
times also subject to adjustment for customary anti-dilution events such as
<PAGE>
stock splits, stock dividends and reorganizations. Additionally, if the
Company issues Common Stock or securities convertible into or exercisable for
Common Stock or other convertible securities at an effective price per share
which is lower than the conversion price of the shares of Convertible
Preferred Stock at that time, the Company is required to issue upon conversion
of the shares of Convertible Preferred Stock an additional number of shares of
Common Stock necessary to reduce the effective conversion price to such lower
issue price (subject to certain exceptions pertaining to shareholder approved
option plans). Notwithstanding the foregoing, no holder of Convertible
Preferred Stock will be entitled to convert any share of Convertible Preferred
Stock into shares of Common Stock if, following such conversion, the holder
and its affiliates (within the meaning of the Securities Exchange Act of 1934)
will be beneficial owners (as defined in Rule 13d-3 thereunder) of 10% or more
of the outstanding shares of Common Stock.
Notwithstanding the foregoing, if and so long as Depressed Price
Condition (as hereinafter defined) exists, (i) the number of consecutive
trading days in the Lookback Period will be three days, (ii) the conversion
price will be the average of the low trading prices for the consecutive
trading days in the Lookback Period reduced by the Applicable Percentage and
(iii) the Company may at its option, exercised by written notice (the "Cash
Conversion Notice") given to the holders of the Convertible Preferred Stock
five days prior to the effective date specified in such Notice (the "Effective
Date") require that any shares of Convertible Preferred Stock converted on the
Effective Date, or thereafter while such Cash Conversion Notice remains in
effect, will receive in lieu of Common Stock cash in an amount per share equal
to the Liquidation Preference divided by the difference between 100% and the
Applicable Percentage in effect on the Conversion Date (the "Cash Conversion
Price"). The Cash Conversion Notice may specify a price range within which
such Notice shall be effective. The upper limit of the range so specified may
not exceed $6.00. The Cash Conversion Notice will cease to be effective (i)
if the Depressed Price Condition ceases to exist, (ii) 30 days after its
Effective Date, or (iii) if the Company fails to make payment of the Cash
Conversion Price to any holder entitled thereto. A "Depressed Price
Condition" shall be deemed to exist on any date if during the twenty
consecutive trading days immediately prior to such date the average closing
price of the Common Stock is less than $6 per share (adjusted for stock
splits, stock dividends and like capital adjustments).
In addition, following conversion of the Convertible Preferred Stock
into shares of Common Stock, the holders of such shares of Common Stock will
be limited on resales of such shares to the greatest of: (i) 10% of the
average daily trading volume of the Common Stock for the five trading days
preceding any such sale date; (ii) 25,000 shares; and (iii) 10% of the trading
volume for the Common Stock on the date of any such sale.
The exact number of shares issuable upon conversion of all of the
Convertible Preferred Stock and offered hereby cannot currently be estimated
but, generally, such issuances of Common Stock will vary inversely with the
market price of the Common Stock. The holders of Common Stock ownership
<PAGE>
interest will be materially diluted by conversion of the Convertible Preferred
Stock, which dilution will depend on, among other things, the future market
price of the Common Stock and the conversion elections made by holders of the
Convertible Preferred Stock. Investors should review carefully the material
under "Risk Factors -- Effect of Conversion of Convertible Preferred Stock;
Potential Common Stock Adjustment" as well as the other information contained
or incorporated by reference in this Prospectus.
GENERAL
Under applicable Colorado law and the Company's Articles of
Incorporation, the Company's Board of Directors has the authority, without
further action by the shareholders, to issue additional shares of preferred
stock in one or more series and to fix the rights, preferences, privileges and
restrictions granted to or imposed upon any series of unissued preferred stock
and to fix the number of shares constituting any series and the designation of
such series, without any further vote or action by the shareholders. Issuance
of additional shares of preferred stock may adversely affect the rights,
privileges and preferences afforded the holders of Common Stock, including a
decrease in the amount available for distribution to holders of the Common
Stock in the event of a liquidation or payment of preferred dividends. The
issuance of additional shares of preferred stock, and shares of Common Stock
into which such preferred stock may be converted, may, among other things,
have the effect of delaying, deferring or preventing a change in control of
the Company, discouraging tender offers for the Company and inhibiting certain
equity issuances until substantially all such shares are converted or
redeemed. The Company currently has no plans to designate and/or issue any
additional shares of preferred stock, except those issuable pursuant to the
April Convertible Preferred Stock Warrants and the September Convertible
Preferred Stock Warrants.
COLORADO LAW AND LIMITATIONS ON CHANGES IN CONTROL
Under Section 7-106-205 of the Colorado Business Corporation Act
(the "Act"), a corporation may create and issue rights, options, warrants or
convertible securities entitling the holders thereof to purchase, receive or
acquire shares of the corporation or assets or debts or other obligations of
the corporation (collectively, "Rights"). The Board of Directors is
authorized to determine the terms upon which the Rights are issued, their form
and content, and the consideration, if any, for which shares, assets, or debts
or other obligations of the corporation are to be issued pursuant to the
Rights. In the absence of fraud in the transaction, the judgment of the Board
of Directors as to adequacy of consideration received for such Rights is
conclusive. The terms determined by the Board of Directors under this Section
for Rights issued to any shareholders, by way of distribution or otherwise,
may, without limitation: (a) preclude or limit any significant shareholder
from exercising, converting, transferring or receiving Rights; (b) impose
conditions upon the exercise, conversion, transfer or receipt of Rights by any
significant shareholder that differ from those imposed on other holders of the
same class of Rights; or (c) provide that, upon exercise or conversion, any
significant shareholder shall be entitled to receive securities, obligations,
<PAGE>
or assets, the terms and nature of which may differ from the securities,
obligations, or assets to be received by the other holders of the same class
of Rights. The Section defines "significant shareholder" as any person
owning, or offering to acquire, directly or indirectly, a number or
percentage, as specified by the Board of Directors, of the outstanding voting
shares of the corporation, or any transferee of such person.
The Company's bylaws require advance notice of any action (including
nomination of directors) to be proposed at any annual or special meeting of
shareholders and set forth other specific procedures that a shareholder must
follow to properly bring any business in front of such a meeting. In
addition, the bylaws provide that a special meeting of the Company's
shareholders may only be called by the Chairman of the Board, the President, a
Vice President of the Company or by shareholders representing 10% of the
outstanding shares entitled to vote at the meeting. A director may be removed
from office at any time, with or without cause by shareholders, but only by
the affirmative vote of the holders of at least a majority of the shares then
entitled to vote at an election of directors. Any amendment of the bylaws may
be made by the Board of Directors. Amendments to the Articles requires the
affirmative vote of the shareholders.
These bylaw provisions, the provisions authorizing the Board of
Directors to issue preferred stock without shareholder approval and the
provisions of Section 7-106-205 of the Act could have the effect of delaying,
deferring or preventing a change in control of the Company or the removal of
existing management.
LIMITATION OF LIABILITY AND INDEMNIFICATION MATTERS
The Company's Articles of Incorporation provides that the Board of
Directors shall have the power to:
(a) Indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action (other than
an action by or in the right of the Company) by reason of fact that he is or
was a director, officer, employee or agent of the Company or is or was serving
at the request of Company as a director, officer, employee or agent of another
entity against expenses, judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action if he
acted in good faith and in a manner he reasonably believed to be in the best
interests of the Company and, with respect to any criminal action or
proceedings, had no reasonable cause to believe his conduct was unlawful.
(b) Indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action or suit by
or in the right of the Company to procure a judgment in its favor by reason of
the fact that he is or was a director, officer, employee or agent of the
Company or is or was serving at the request of the Company as a director,
officer, employee or agent of the Company against expenses actually and
reasonably incurred by him in connection with the defense or settlement of
such action or suit if he acted in good faith and in a manner he reasonably
believed to be in the best interests of the Company, but not indemnification
<PAGE>
shall be made in respect of any claim if such individual has been adjudged to
be liable for negligence or misconduct in the performance of his duty to the
Company except and only to the extent that the court in which such action or
suit was brought determines upon application that, despite the adjudication of
liability, but in view of all circumstances of the case, such person is fairly
and reasonably entitled to indemnification for such expenses which such court
deems proper.
(c) Indemnify a director, officer, employee or agent of the
Company to the extent such person has been successful on the merits in the
defense of any action, suit or proceeding referred to in subparagraph (a) or
subparagraph (b) above or in defense of any claim, issue or matter therein,
against expenses actually and reasonably incurred by him in connection
therewith.
(d) Authorize indemnification under Subparagraphs (a) or (b)
above (unless ordered by a court) in the specific case upon a determination
that indemnification of the director, officer, employee or agent is proper in
the circumstances because he has met the applicable standard of conduct such
set forth in subparagraphs (a) or (b).
(e) Authorize payment of expenses incurred in defending a civil
or criminal action, suit or proceeding advance of the final disposition of
such action, suit or proceeding as authorized in subparagraph (d) above, upon
receipt of an undertaking by or on behalf of the director, officer, employee
or agent to repay such amount unless it is ultimately determined that he is
entitled to be indemnified by the Company as authorized above.
(f) Purchase or maintain insurance on behalf of any person who
is or was a director, officer, employee or agent of Company or who is or was
serving at the request of the Company as a director, officer, employee or
agent of another entity against any liability asserted against him or incurred
by him in any such capacity or arising out of the status of such.
The foregoing indemnification is not deemed to be exclusive of any
other rights to which those indemnified may be entitled.
TRANSFER AGENT AND REGISTRAR
The Transfer Agent and Registrar for the Common Stock and the
Convertible Preferred Stock is American Securities Transfer, Denver, Colorado.
<PAGE>
PLAN OF DISTRIBUTION
The Selling Shareholder has advised the Company that the sale or
distribution of the Common Stock may be effected directly to purchasers by the
Selling Shareholder or by pledgees, donees, transferees or other successors
in interest, as principals or through one or more underwriters, brokers,
dealers or agents from time to time in one or more transactions (which may
involve crosses or block transactions) (i) on any stock exchange, in the
Nasdaq SmallCap Market, or in the over the counter market, (ii) in
transactions otherwise than on any stock exchange or in the over-the-counter
market, or (iii) through the writing of option (whether such options are
listed on an options exchange or otherwise) on, or settlement of short sales
of, the Common Stock. The shares may also be sold pursuant to Rule 144. Any
of such transactions may be effected at a market prices prevailing at the time
of sale, at prices related to such prevailing market prices, at varying prices
determined at the time of sale or at negotiated or fixed prices, in each case
as determined by the Selling Shareholder or by agreement between the Selling
Shareholder and underwriters, brokers, dealers or agents, or purchasers. If
the Selling Shareholder effect such transactions by selling Common Stock to
or through underwriters, brokers, dealers or agent, such underwriters,
brokers, dealers or agents may receive compensation in the form of discounts,
concessions or commissions from the Selling Shareholder or commissions from
purchaser of Common Stock for whom they may act as agent (which discounts,
concessions or commissions as to particular underwriters, brokers, dealers or
agents may be in excess of those customary in the types of transactions
involved). The Selling Shareholder and any brokers, dealers or agents that
participate in the distribution of the Common Stock may be deemed to be
underwriters, and any profit on the sale of Common Stock by them and any
discounts, concessions or commissions received by any such underwriters,
brokers, dealers or agents may be deemed to be underwriting discounts and
commissions under the Securities Act.
Under the securities laws of certain states, the Common Stock, may
be sold in such states only through registered or licensed brokers or dealers.
In addition, in certain states the Common Stock may not be sold unless the
Common Stock has been registered or qualified for sale in such state or an
exemption from registration or qualification is available and is complied
with.
The Company will pay all the expenses incident to the registration,
offering and sale of the Common Stock to the public hereunder other than
commissions, fees and discounts of underwriters, brokers, dealers and agents.
The Company has agreed to indemnify the Selling Shareholder and their
controlling persons against certain liabilities, including liabilities under
the Securities Act. The Company estimates that the expenses of the offering
to be borne by it will be approximately $10,000. The Company will not receive
any proceeds from the sale of any of the Common Stock by the Selling
Shareholder.
<PAGE>
Cappello Capital Corp. acted as placement agent in
connection with the placement of the September Convertible Preferred Stock
which has been or will be converted into the Common Stock offered hereby, and
said firm received a fee and warrants from the Company in connection therewith.
Griffin Capital acted as the Company's financial advisor and received a fee
for its services.
The Company has informed the Selling Shareholder that the
anti-manipulation provisions of Regulation M under the Exchange Act may apply
to purchases and sales of Common Stock by the Selling Shareholder, and that
there are restrictions on market-making activities by persons engaged in the
distribution of the Common Stock. The Company has also advised the Selling
Shareholder that if a particular offer of Common Stock is to be made on terms
constituting a material change from the information set forth above with
respect to the Plan of Distribution, then to the extent required, a Prospectus
Supplement must be distributed setting forth such terms and related
information as required.
USE OF PROCEEDS
This Prospectus relates to Shares of Common Stock that may be
offered and sold from time to time by the Selling Shareholder. See "Plan of
Distribution." There will be no proceeds to the Company from previously
completed private placements of common stock and from the conversion of the
Convertible Preferred Stock. The Company would receive approximately
$4,308,000 in proceeds (net of approximately $10,000 which is the estimated
cost of this offering) from the exercise of warrants and options previously
issued and the September Convertible Preferred Stock Warrants. Such proceeds
are expected to be used for mineral property development, general corporate
purposes, advances and/or investment in WPUR and purchase of the Company's
Common Stock.
FORWARD LOOKING STATEMENTS
Statements contained in this Prospectus (including certain of the
documents incorporated by reference herein) that are not based on historical
facts are forward-looking statements subject to uncertainties and risks
including, but not limited to, product demand and acceptance, economic
conditions, government intervention, the impact of competition and pricing,
results of financing efforts, and other risks described in this Prospectus
(including certain of the documents incorporated by reference herein).
LEGAL MATTERS
<PAGE>
The validity of the Common Stock offered hereby has been passed upon
for the Company by Loeb & Loeb LLP, 1000 Wilshire Boulevard, Suite 1800, Los
Angeles, California 90017.
EXPERTS
The consolidated financial statements of the Company incorporated
in this prospectus by reference from the Company's Annual Report on Form 10-K
for the year ended September 30, 1997 have been audited by Deloitte & Touche,
independent auditors, as stated in their reports, which are incorporated
herein by reference, and have been so incorporated in reliance upon the
reports of such firm given upon their authority as experts in accounting
and auditing.
The independent consultant who has calculated the Company's gold
reserves is Mr. Pierre Gerard van Ginkel Bekker, B Sc Geology, Consulting
Geologist.
<PAGE>
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY OF THE
UNDERWRITERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY THE SHARES BY ANYONE IN ANY JURISDICTION IN
WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN WHICH THE PERSON
MAKING THE OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO, OR TO ANY PERSON
TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL CREATE ANY
IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO ITS DATE.
<TABLE>
<CAPTION>
________________________________
TABLE OF CONTENTS
<S> <C>
Available Information 3
Incorporation of Certain Information by Reference 3
Risk Factors 4
The Company 13
Recent Developments 13
Shares Available for Future Sale 15
Selling Shareholders 16
Description of Capital Stock 21
Plan of Distribution 28
Use of Proceeds 29
Forward Looking Statements 29
Legal Matters 30
Experts 30
</TABLE>
121,029 SHARES
CASMYN CORP.
COMMON STOCK
_______________________
PROSPECTUS
_______________________
______________, 1997
________________
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
<TABLE>
<CAPTION>
<S> <C> <C>
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated expenses payable by the registrant in connection with
the registration, issuance and distribution of the Common Stock offered hereby
are as follows:
SEC Registration Fee $ 71
Legal Fees and Expenses 5,000
Accounting Fees and Expenses 5,000
Total $10,071
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Pursuant to the By-Laws of the Company, the Company has agreed to
indemnify an officer or director who is made a party to any proceeding,
including a lawsuit, because of his/her position, if he/she acted in good
faith and in a manner he/she reasonably believed to be in the best interest of
the corporation and, in certain cases, may advance expenses incurred in
defending any such proceeding. To the extent that the officer or director is
successful on the merits in any such proceeding as to which such person is to
be indemnified, the Company must indemnify him/her against all expenses
incurred, including attorney's fees. With respect to a derivative action,
indemnity may be made only for expenses actually and reasonably incurred in
defending the proceeding, and if the officer or director is judged liable,
only by a court order. The indemnification is intended to be to the fullest
extent permitted by Colorado law.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to officers, directors or
persons controlling the Company, pursuant to the foregoing provisions, the
Company has been informed that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in said
Act and is, therefore, unenforceable.
<PAGE>
<TABLE>
<CAPTION>
ITEM 16. EXHIBITS
Exhibit No. Description
----------- ---------------------------------------------
<S> <C> <C>
+4.1 Form of Certificate for 8% Convertible Preferred Stock
+4.2 Articles of Amendment to the Articles of Incorporation
of the Company
++4.3 Form of Preferred Stock Investment Agreement dated
September 2, 1997
+4.4 Form of Stock Purchase Warrant
+++5.1 Opinion of Loeb & Loeb LLP
+++23.1 Consent of Deloitte & Touche LLP
+++23.2 Consent of Loeb & Loeb LLP (included in Exhibit 5.1)
+++23.3 Consent of PG v G Bekker, Consulting Geologist
</TABLE>
_____________
+ Incorporated by reference from the Company's Registration Statement on Form
S-3 (No. 333-27649) declared effectie on July 29, 1997
++ Incorporated by reference from the Company's Registration Statement on Form
S-3 (No. 333-36187) declared effective on September 30, 1997.
Filed herewith
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(a) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(b) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement; and
<PAGE>
(c) To include any material information with respect to
the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement.
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
3 To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
4. That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that
is incorporated by reference in the registration statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceedings) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be governed by the
final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Sparks,
State of Nevada, on the 19th day of September, 1997.
CASMYN CORP.
By /s/ Amyn S. Dahya
--------------------------------
Amyn S. Dahya
President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
- --------- -------- ----
<S> <C> <C>
/s/ Amyn S. Dahya President, Chief Executive December 23, 1997
- ------------------------------ Officer and Director
Amyn S. Dahya
/s/ Al-Karim Haji Chief Financial Officer December 23, 1997
- ------------------------------
Douglas C. Washburn (Principal Financial Officer)
/s/ Hanif S. Dahya Director December 23, 1997
- ------------------------------
Hanif S. Dahya
/s/ Sandro Kunzle Director December 23, 1997
- ------------------------------
Sandro Kunzle
/s/ Dennis E. Welling Controller December 23, 1997
- ------------------------------ (Principal Accounting Officer)
Dennis E. Welling
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
<S> <C> <C>
Sequential
Exhibit No. Description of Exhibit Page No.
- ----------- ---------------------- ----------
+4.1 Form of Certificate for 8% Convertible Preferred Stock
+4.2 Articles of Amendment to the Articles of Incorporation
of the Company
++4.3 Form of Preferred Stock Investment Agreement
dated September 2, 1997
+4.4 Form of Stock Purchase Warrant
+++5.1 Opinion of Loeb & Loeb LLP
+++23.1 Consent of Deloitte & Touche LLP
+++23.2 Consent of Loeb & Loeb LLP (included in Exhibit 5.1)
+++23.3 Consent of P G v G Bekker, Consulting Geologist
____________
+ Incorporated by reference from the Company's Registration Statement on Form
S-3 (No.333-27649) declared effective on July 29, 1997
++ Incorporated by reference from the Company's Registration Statement on Form
S-3 (No. 333-36187) declared effective September 30, 1997.
+++ Filed herewith
</TABLE>
<PAGE>
213-688-3698
December 23, 1997
Board of Directors
Casmyn Corp.
1500 West Georgia Street, 18th Floor
Vancouver, B.C. V6G 2Z6
Re: Registration Statement on Form S-3
Gentlemen:
We have acted as counsel to Casmyn Corp., Inc., a Colorado corporation
("Company"), in connection with the preparation and filing with the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933,
as amended (the "Act"), of the Company's registration statement on Form S-3
(together with all amendments, the "Registration Statement"). The Registration
Statement relates to the registration under the Act of 121,029 shares of the
Company's common stock ("Common Stock").
In rendering this opinion, we have reviewed the Registration Statement,
as well as a copy of the Company's Articles of Incorporation and Bylaws, each
as amended to date. We have also reviewed such documents and such statutes,
rules and judicial precedents as we have deemed necessary for the opinions
expressed herein.
In rendering this opinion, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of documents
submitted to us as originals, the conformity to original documents of documents
submitted to us as certified or photostatic copies, and the authenticity of
originals of such photostatic copies.
Based upon and in reliance upon the foregoing, and subject to the
qualifications and limitations herein set forth, we are of the opinion that
the shares of Common Stock have been duly and validly authorized and, when
sold, will be legally issued, fully paid and nonassessable.
Exhibit 5.1
<PAGE>
Board of Directors
Casmyn Corp.
December 23, 1997
Page 2
This opinion is limited to the corporate law of Colorado, and we
express no opinion with respect to the laws of any other jurisdiction.
We consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement.
This opinion may not be used, circulated, quoted or otherwise
referred to for any purpose without our prior written consent and may not be
relied upon by any person or entity other than the Company and its successors
and assigns. This opinion is based upon our knowledge of law and facts as of
its date. We assume no duty to communicate to you with respect to any matter
which comes to our attention hereafter.
Sincerely,
LOEB & LOEB LLP
By /s/ David L. Ficksman
A Partner of the Firm
INDEPENDENT CONSULTANTS' CONSENT
I consent to the use of my name under the heading "Experts" in the Prospectus,
which is part of this Registration Statement.
/s/ P G van G Bekker
Pretoria, South Africa
December 23, 1997
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Casmyn Corp. on Form S-3 of our reports on the consolidated financial statements
of Casmyn Corp. dated December 17, 1997, appearing in the Annual Report on
Form 10-K of Casmyn Corp. for the year ended September 30, 1997 and to the
reference to us under the heading "Experts" in the Prospectus, which is part
of this Registration Statement.
Deloitte & Touche
Chartered Accountants
/s/ DELOITTE & TOUCHE
Vancouver, Canada
December 23, 1997
