Energulf part of Columbus GroupThe info below shows how the most successful company in Columbus Group-Columbus Gold in 2012was prepaired to farm into a project held by Columbus Copper(former Empire) in Turkey.They late rsold that property.
If the deal between Energulf and Columbus Copper goes through imo Columbus Copper could
be interested to finance Energulfs various projects in the same way.
Empire also reports that it has entered into a Letter of Intent ("LOI") with Columbus Gold Corp. ("Columbus Gold"), pursuant to which Columbus Gold can earn a 51% interest in the Bursa licences that host its Demirtepe Project by providing a US$2 million deposit (the "Deposit") to Empire and by funding US$3 million in exploration expenditures over three years with Empire acting as operator. The parties have agreed that US$1.5 million of the Deposit is to be used to pay Alacer, and the remaining US$500,000 will be used by Empire to fund general working capital and a planned geophysical program at Demirtepe. Upon Columbus Gold having earned a 51% interest in Demirtepe, a 51/49% joint-venture will be formed, which will be subject to standard dilution provisions.
Robert Giustra, the Chairman and a Director of Empire, is also the CEO and a Director of Columbus Gold. At the outset of Empire's consideration of the Demirtepe transaction, Mr. Giustra declared this conflict of interest to the Board and removed himself from any discussions pertaining to this matter. The Board was also aware that Empire and Columbus Gold share certain officers in common and thus created a special committee with the authority to consider, negotiate, and if acceptable approve the terms and conditions of the transaction. Empire understands that Mr. Giustra similarly informed Columbus Gold's Board of his conflict, and that Columbus Gold pursued a similar path toward the approval of this transaction.
The parties have agreed to use best efforts to complete a definitive agreement and to close the transaction within three months of the date of the definitive agreement (the "Closing"), failing which Empire will be required to repay the Deposit immediately with simple interest of 6% per annum, unless an extension is agreed to by the parties.
Empire has also provided a right of first refusal ("ROFR") to Columbus Gold on its Karapinar Project, such that in the event that Empire receives an offer from a third-party to acquire an interest in or to Karapinar, it will be required to notify Columbus Gold of such terms and offer same thereto, whereby Columbus Gold will have seven days to match such terms.
At any time prior to the Closing, Empire will have the right to terminate the LOI by returning the deposit with 6% simple interest per annum thereon, paying a $250,000 break-fee, and refunding Columbus Gold's reasonable expenses (in aggregate, the "Break-Fee"). In the event of a third-party offer on Karapinar, Empire however cannot exercise the Break-Fee until Columbus Gold has had the opportunity to consider the third-party terms pursuant to the ROFR.
The LOI is subject to TSX Venture Exchange approval, an Independent Fairness Opinion in a form satisfactory to both parties and Empire delivering to Columbus Gold a title opinion.