News,,,,,,,,,,,,,,,,,,and Special Extraordinary MeetingGot the Voting Package in the mail already__this sure looks like a move towards
GOING PRIVATE eh??????__with an another 48 Million shares dilution !!!!!
Cardero Announces Proposed Amendments to Preferred Shares
V.CDU | November 8, 2019
Vancouver, British Columbia--(Newsfile Corp. - November 8, 2019) - Cardero Resource Corp. (TSXV: CDU) ("Cardero" or the "Company") is pleased to announce the execution of a debt settlement agreement dated November 6, 2019 (the "Debt Settlement Agreement") with Kopple Family Partnership LP and E.L. II Properties Trust (the "Creditors") which proposes certain amendments to the special rights and restrictions applicable to the Company's 12,000,000 currently outstanding preferred shares (the "Preferred Shares"), which would, subject to receipt of shareholder and TSXV approval, result in their conversion into 48,000,000 common shares of the Company.
The Company will seek the required shareholder approval at an Extraordinary Meeting to be held December 16, 2019, in Vancouver, BC. Details of the proposed amendments to the special rights and restrictions applicable to the Preferred Shares and their proposed conversion will be outlined in an Information Circular to be published on or around November 15, 2019 and are summarized in this news release.
The Preferred Shares were issued to the Creditors on October 15, 2015 pursuant to an overall debt restructuring plan then completed by the Company. The Preferred Shares have voting rights equivalent to the Company's common shares, priority over the common shares in relation to the payment of dividends, a right of conversion into common shares on a one for one basis and a fixed cumulate dividend rate of 8.0% of par value (being equal to the price) per annum payable yearly.
Pursuant to the Debt Settlement Agreement, the Company will, subject to receipt of shareholder approval via ordinary resolution, amend the special rights and restrictions applicable to the Preferred Shares to allow them to be settled and converted into an aggregate of 48,000,000 common shares of the Company at a deemed price of $0.05 per common share, representing a conversion ratio of four common shares issuable for each Preferred Share held. The Debt Settlement Agreement does not contemplate the conversion of the accrued and unpaid dividends which will remain as a debt owed by the Company to the Creditors.
The Creditors are affiliates of Mr. Robert C. Kopple of Los Angeles, California, who is a director of the Company, and as a result thereof, the transaction contemplated by the Debt Settlement Agreement is a "related party transaction" under the provisions of Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions and therefore, in addition to the shareholder approval required to amend the special right and restrictions applicable to the Preferred Shares, is subject to majority of the minority shareholder approval, with the votes of shares held by Mr. Kopple and his associates and affiliates being excluded.
The common shares issuable upon the conversion of the Preferred Shares, as amended, would be issued subject to applicable resale restrictions under Canadian and U.S. securities laws and will bear a four month hold period.