RE:Leagalize! spinoff can someone please clarify?terrysteen wrote: Regarding clause 2.2 change of control, ccan someone please clarify that if uragold/HPQ has changed control of the claim, does the standstill period go back to 36 months?
Full document here:
https://www.hpqsilicon.com/blog/2014/10/08/uragold-and-fancamp-sign-final-agreement-regarding-the-acquisition-of-32-claims-covering-the-section-of-the-6-5-km-long-historical-beauce-paleoplacer-gold-channel-not-owned-by-uragold/
Thanks,
Terry
2.Contemporaneously with the signing of the definitive Agreement:
- a.Uragold will make cash payment of C$25,000 to Fancamp within six (6) months of the Signing of the definitive Agreement.
- b.Uragold will finance C$400,000 worth of exploration work on the Claims over the next 4 years, under the following schedule, Year 1: C$50,000, Year 2: C$75,000, year 3: C$100,000 and year 4: C$175,000.
- c.Uragold has granted Fancamp a three and one half percent (3.5 %) Gross Metal Royalty on any gold production extracted from the 32 Claim block acquired by Uragold.
- 3.Fancamp and Uragold have signed a Covenant regarding the sale of Uragold shares held by Fancamp.
- a.Included in the Covenant is a Standstill agreement whereby Fancamp agrees not to sell any of its Uragold shares (“Standstill”) during a twelve (12) month period (“Standstill Period”) starting on the day of the issuance of the Uragold Units to Fancamp.
- b.The Covenant also includes a Change of Control Clause whereby in the event that a Change of Control event occurs at either Parties, then either the Fancamp Standstill Period will be automatically increased by thirty-six (36) months or a new thirty-six (36) months Standstill Period will start, or in the case that the change of control occurs at Uragold, then the standstill agreement will lapse.
Guess you mean 2.b
It looks to me as though nothing will change due to the spinoff, since the new company is a subsidiary of HPQ and as such in my opinion is not a change in control.