Envela Corp — Director's Dealing 2011

Sep 20, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DGSE COMPANIES INC (DGSE)
CIK: 0000701719
Period of Report: 2011-09-12

Reporting Person: NTR METALS, LLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-09-12	Common Stock	J	400000	$5.00	Acquired	6464438	Direct
2011-09-12	Common Stock	J	306000	—	Acquired	6770438	Indirect
2011-09-16	Common Stock	X	600000	$6.00	Acquired	6770438	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-09-16	Call Option (right to buy)	$6.00	X	1	Disposed	2014-05-25	Common Stock (600000)	Direct

Footnotes

F1: In conjunction with entering into the Merger Agreement (defined below), on September 12, 2011, the Reporting Person and the Issuer entered into a Securities Purchase Agreement pursuant to which the Reporting Person purchased 400,000 Common Shares of the Issuer for an aggregate purchase price of $2.0 million, or $5.00 per share.

F2: On September 12, 2011, the Reporting Person entered into an Agreement and Plan of Merger (the "Merger Agreement") with the Issuer, SBT, Inc. ("SBT"), Southern Bullion Trading, LLC ("Southern Bullion") and members of Southern Bullion. Pursuant to the Merger Agreement, Southern Bullion, a subsidiary of the Reporting Person agreed to merge with SBT, a subsidiary of the Issuer. As consideration for the merger, the membership units of Southern Bullion were converted into the right to receive an aggregate of 600,000 Common Shares of the Issuer. The Common Shares were distributed to the members of Southern Bullion pro rata in accordance with their respective percentage ownership. The Reporting Person's wholly owned subsidiary, Landmark Metals, LLC, owned 51.0% of Southern Bullion and, as a result, the Reporting Person indirectly acquired 306,000 Common Shares of the Issuer.

F3: The Reporting Person exercised its option to buy 600,000 shares of common stock under its Option Contract with Dr. L.S. Smith. The option has now been fully exercised, and no shares of common stock remain subject to the Option Contract.