RE:RE:RE:Will Eldorado appoint a director to Integral's Board ?M2.
I just tracked down the NR when ELD flopped down $15M (it's a good investment for them @ $0.28/s, a gain of $36M in less than 1 year).
https://www.integragold.com/s/news_releases.asp?ReportID=719784
and here are some excerpts:
".....
- Eldorado will have the right to appoint one member to a newly created Technical Committee, which will be comprised of a total of three members, two of which will be from Integra management, and will have the purpose of reviewing and providing recommendations in an advisory capacity in respect of exploration activities on the Lamaque Project.
- Upon Eldorado increasing its ownership to 19.0% or more, it will have the right to appoint one director to Integra's Board of Directors.
- Eldorado will have the right to participate in future equity offerings by the Company. In any offering, Eldorado will be entitled to subscribe for securities equal to the number required to maintain the greater of 15% of Integra's share capital and Eldorado's pro rata ownership interest prior to the offering. In the event Eldorado declines to participate in an equity offering or disposes of any Common Shares, its participation right will be limited to maintaining its pro rata interest prior to the date of the offering."
Comments: You are correct with your intepretation. A couple of observations:
Usually the conditions in the 2nd and the 3rd bulltets would be written as "minimum" requirements, e.g.
- ELD will have the right to appoint one director upon increasing its ownership to a
minimum of 19%. The "or more" as written is redundant, infact I would call that loose legal writing.
- maintain the
greater of 15%: This is also loose writing. The should have at least a clause saying "subject to BoD agreement, and takeover regulation, etc...", since as it stands does ELD have the right to increase its ownership way beyond 15%, e.g. 25%, 40%, etc...without having to ask for permission from ICG BoD? There must be some fine prints or hidden agreement stashed somewhere.
It's interesting to compare these with the conditions attached to ICG "strategic investment" in ER. In that piece of paper, among other things they stated max of 15% and min of 5%. Presumably, anything beyond those bounds ICG will need to ask ER BoD for permission.
GH