gotta pay themselfs first.. Management Contracts
By agreement effective December 1, 2011, the Company entered into a management services contract with Brahma Communications Corp. (Brahma”), a company controlled by Thomas Yingling, the President of the Company. Pursuant to the management services contract, the Company has agreed to pay Brahma a fee of $15,500 per month, plus reasonable expenses. The agreement also provides that in the event of termination for "Change of Control", Brahma shall receive a termination fee equal to 24 months.
By agreement effective December 1, 2011, the Company entered into a management services contract with Patrick Power, the Chief Financial Officer of the Company. Pursuant to the management services contract, the Company has agreed to pay Patrick Power a fee of $3,000 per month, plus reasonable expenses. The agreement also provides that in the event of termination for "Change of Control", Patrick Power shall receive a termination fee equal to 14 months.
By agreement effective December 1, 2011, the Company entered into a consulting services contract with David Finn, a director of the Company. Pursuant to the consulting services contract, the Company has agreed to pay David Finn a consulting fee of $125 per hour for services provided. The agreement also provides that in the event of termination for "Change of Control", David Finn shall receive a termination fee of $30,000.
By agreement effective December 1, 2011, the Company entered into a consulting services contract with Rod Morris, the Vice-President Exploration of the Company. Pursuant to the consulting services contract, the Company has agreed to pay Rod Morris a consulting fee of $125 per hour for services provided. The agreement also provides that in the event of termination for "Change of Control" Rod Morris shall receive a termination fee of $50,000.
With respect to the above “Change of Control” means with respect to the Company, any event, including an amalgamation, merger or consolidation, that causes:
(i) a third party to own or control, directly or indirectly, 50% or more of the voting shares of the Company;
(ii) a third party to own or control, directly or indirectly, sufficient voting shares in the Company to elect a majority of the directors of the Company;
(iii) an assignment, sale, or transfer by the Company of all or substantially all of the Company’s business to a third party or to an affiliate or a wholly owned subsidiary; or
(iv) an assignment, sale, or transfer by the Company of all or substantially all of the Company’s assets to a third party or to an affiliate or a wholly owned subsidiary.
Subsequent Event
On May 18, 2012, the Company granted stock option agreements to its directors, officers, employees and consultants to purchase up to 900,000 units, exercisable at the price of
.10 per unit for five years.