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AvenEx Energy Corp AVNDF



GREY:AVNDF - Post by User

Comment by Art365on Jan 30, 2013 4:32am
157 Views
Post# 20909680

RE: Expenses of the Arrangement

RE: Expenses of the Arrangement

From what I understand, almost all of the cash compensation (about 4.2M$) will go to Pace Management.

From pages 316-317 of the Joint Information Circular (pdf file):

Compensation Plans

CHARGER

Holders of Charger Options, holders of Charger Warrants and holders of Charger DSUs have entered into or will enter into prior to the Effective Time the Charger Termination Agreements pursuant to which they have agreed, or will agree, to exercise or cancel all unexercised Charger Options and Charger Warrants and redeem all Charger DSUs immediately prior to the Effective Time. The exercise of "in-the-money" Charger Options (none of which are held by the Charger officers or directors) will be completed upon payment of the exercise price by the holder in accordance with the terms thereof, and "out-of-the-money" Charger Options and Charger Warrants will be surrendered and cancelled in consideration of payment from Charger of $0.001 per "out-of-the-money" Charger Option and Charger Warrant. Charger anticipates paying an aggregate of $64,400 in cash, as of the Effective Time, in satisfaction of all of the outstanding Charger DSUs (based on a market price per Charger Share of $0.46 as at January 16, 2013).

AVENEX

Holders of AvenEx Options have entered into or will enter into prior to the Effective Time the AvenEx Termination Agreements pursuant to which they have agreed, or will agree, to exercise or cancel all unexercised AvenEx Options immediately prior to the Effective Time. The exercise of "in-the-money" AvenEx Options will be completed upon payment of the exercise price by the holder or on a "cashless basis" in exchange for AvenEx Shares in accordance with the terms thereof, and "out-of-the-money" AvenEx Options will be surrendered and cancelled in consideration of payment from AvenEx of $0.001 per "out-of-the-money" AvenEx Option. Closing of the Arrangement will constitute a "change of control" under the terms and conditions of the AvenEx RSUs and, as a result, the vesting provisions of all such AvenEx RSUs shall be accelerated, all such AvenEx RSUs will vest immediately prior to the Effective Time, AvenEx shall issue AvenEx Shares to the holders thereof as soon as practicable after the vesting thereof (which will be automatically exchanged for Spyglass Shares pursuant to the Arrangement), and all such AvenEx RSUs shall terminate on the Effective Date.

PACE

Holders of Pace Options have entered into or will enter into prior to the Effective Time the Pace Termination
Agreements pursuant to which they have agreed, or will agree, to exercise or cancel all unexercised Pace Options immediately prior to the Effective Time. The exercise of "in-the-money" Pace Options will be completed upon payment of the exercise price by the holder or on a "cashless basis" in exchange for Pace Shares in accordance with the terms thereof, and "out-of-the-money" Pace Options will be surrendered and cancelled in consideration of payment from Pace of $0.001 per "out-of-the-money" Pace Option. The Arrangement will constitute a "change of control" under the terms and conditions of the Pace RSAs, Pace PSAs and Pace DSAs and, as a result, the vesting provisions and settlement dates in respect of all such Pace RSAs, Pace PSAs and Pace DSAs shall be accelerated and all settlement amounts in respect of the Pace RSAs, Pace PSAs and Pace DSAs shall be paid by Pace on the date which is immediately prior to the Effective Date in accordance with the terms of the plan governing the Pace RSAs, Pace PSAs and Pace DSAs. Pace anticipates paying an aggregate of $4,129,515 in cash in settlement of all Pace RSAs, Pace PSAs and Pace DSAs as of the Effective Date (based on a market price per Pace Share of $3.38 as at
January 16, 2013).

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