RE:RE:RE:RE:can someoneWe have gone over and over this question, again and again on this board. The deal was only a LOI, and nothing happened as stated in the NR so far...Could be replaced by any other deal or not. Bernard made it clear anything else than that ... is more likely to happen! LETTER OF INTENT BETWEEN INVESTORS AND URAGOLD
For Commercial reasons the name of the Investors will remain confidential. The salient points of the LOI are:
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-If a press release confirming successful metallurgical testing to at least 4N Purity is not issued by the end of Q1 2016, the Investors shall have the right to terminate this agreement, or extend it for a period at their option. If Investors opt to terminate this agreement, Uragold will return the full deposit within 10 business days of notice of termination.
-Once Uragold has notified the Investors of the successful metallurgical testing and validation that the PUREVAP(TM) QVR tor could produce at least 4N Purity of material during the first test ("success notification"), then the Investors will have up to 5 working days to instruct the lawyer to release the funds held in escrow to Uragold.
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-If Uragold and the Investors are unable to come to terms with respect to the discount pertaining to the Off-Take Agreement via a formal Memorandum of Understanding (see Section 10) within 5 working days of success notification, the Investors shall have the right to terminate this agreement, or extend it for a period at their option. If Investors opt to terminate this agreement, Uragold will return the full deposit within 10 business days of notice of termination.
-Upon receipt of the funds from the Lawyer, Uragold will immediately proceed with the completion of the Private Placement:
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-As per the Rules of the TSX-Venture, the pricing of the private placement shall be the greater of $ 0.05 or the market price Uragold Shares (less a 10% discount) on the date Uragold issues the press release confirming the successful metallurgical testing and validation that the PUREVAP(TM) QVR can produce at least 4N Purity of material during the first test.
-The Private Placement shall be made in Units. Each Unit will be comprised of one (1) common share and one (1) common share purchase warrant ("Warrant") of the Company. Each Warrant will entitle the holder thereof to purchase one common share of the capital stock of the Company at an exercise price equal to the greater of $ 0.07 OR 140% of the Unit price placement for a period of 36 months from the date of closing of the placement. Each share issued pursuant to the placement will have a mandatory four (4) month holding period from the date of closing of the placement. The placement will be subject to standard regulatory approvals.
-Upon closing of the Private Placement, Uragold will grant the investors a right of first refusal on any other potential future financing concerning this project.
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-Once Uragold as issues the press release confirming the successful metallurgical testing, and the Investors have released the escrowed $250,000 to Uragold, Uragold shall start the process required to spin out the Gold assets of the Corporation into a separate Company.
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-$1,750,000 Convertible Debenture: During Q2 2016, but no later then 60 days after Uragold issues a press release confirming the successful metallurgical testing and validation that the PUREVAP(TM) QVR could produce at least 4N Purity of material during the first test, the investors shall proceed with a $ 1,750,000 private placement by way of convertible debenture.
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-Uragold shall issue to the investor $ 1,750,000 principal amount of convertible debentures, which will be secured by the Quartz properties of Uragold. The debenture placement will be subject to standard regulatory approvals.
-The debenture will be convertible at the option of the holder into common shares of URAGOLD (the "Common Shares") at any time after the issue date of the debenture and prior to the Maturity Date at a conversion price equal to 135% of the closing price of the stock the day prior the closing of the debenture financing.
-The convertible debentures mature three years from the closing date and bear interest at a rate of 10% per annum, payable in equal semi-annual installments.
0If Uragold has not achieved 6N Purity by the time of investment of the $1,750,000 convertible debenture, the first priority of Uragold is to use the funds to achieve 6N Purity.
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-During Q1 2017, but no later then 30 days after Uragold confirms having received all the required permits to start the construction of the Generation 2 PUREVAP(TM) QVR, as well as, confirmation that it has secured the required other financing of $ 12M, the investors shall proceed with a $ 3M private placement by way of convertible debenture.
-The terms of the Convertible debenture Private Placement shall be:
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-Uragold shall issue to the investor $ 3,000,000 principal amount of convertible debentures, which will be secured by the Quartz properties of Uragold. The debenture placement will be subject to standard regulatory approvals.
-The debenture will be convertible at the option of the holder into common shares of URAGOLD (the "Common Shares") at any time after the issue date of the debenture and prior to the Maturity Date at a conversion price equal to 135% of the closing price of the stock the day prior the closing of the debenture financing.
-The convertible debentures mature three years from the closing date and bear interest at a rate of 10% per annum, payable in equal semi-annual installments.