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GLEN EAGLE RESOURCES INC. ANNOUNCES ENTRY INTO OPTION AGREEMENT AND GEM SETTLEMENT AGREEMENT
Glen Eagle Resources Inc. has entered into a share purchase option agreement dated Sept. 23, 2024, with Cobra Oro De Honduras SA DE CV, a corporation existing under the laws of Honduras, and Gold Max S DE RL (the purchaser), a corporation existing under the laws of Honduras, whereby Glen Eagle granted the purchaser an exclusive right and option to purchase all the issued and outstanding shares in the capital of Cobra and, thus, the rights to all real property, mining claims/licences and similar rights in real property related to or in connection with the Cobra Oro processing plant, located in Honduras. The purchaser is not a non-arm's-length (as such term is defined in accordance with the policies of the TSX Venture Exchange) party to the company.
Pursuant to the terms and conditions of the option agreement, subject to the fulfilment of the option condition precedent (as defined below), to acquire the Cobra shares, the purchaser shall:
- Subject to the terms and conditions of the settlement agreement (as defined and described below) make cash payments to Glen Eagle in an aggregate amount of $3,256,275 (U.S.) composed as follows:
- $48,590 (U.S.) on or before Sept. 30, 2024, and $48,590 (U.S.) on or before Oct. 1, 2024;
- $72,885 (U.S.) on Nov. 1, 2024;
- $97,180 (U.S.) on the first of each month for a period of 31 months beginning Dec. 1, 2024;
- $73,630 (U.S.) on July 1, 2027;
- Pay, or cause Cobra to pay: (A) any liabilities not disclosed in the most recent balance sheet of Cobra; and (B) any maintenance costs required to keep the property in good standing and incurred after the effective date of the option agreement;
- Comply with all and any applicable environmental, tax and mining laws, regulations, mandates, contracts, and/or orders.
Option condition precedent means Cobra must have no outstanding liabilities other than those disclosed: (A) in the most recent balance sheet of Cobra; and (B) the maintenance costs incurred between July 1, 2024, and the effective date.
The purchaser may accelerate the timeline of the cash payments in whole or in part and in its sole discretion. Upon completion of the cash payments, the purchaser will be deemed to have exercised the option and earned a 100-per-cent exclusive ownership interest in the Cobra shares.
Other than with respect to its obligation to pay the committed investment, the purchaser may elect to terminate the option and any ensuing obligations at any time by delivering notice to Glen Eagle. Upon termination, the purchaser shall have no rights or interests to the Cobra shares.
Settlement agreement
The company also announces that it has entered into a settlement agreement with GEM Global Yield LLC SCS and GEM Yield Bahamas Ltd. with respect to the dispute arising pursuant to a share subscription share agreement entered into between the company, GEM and GYBL. As disclosed in the company's press release dated Sept. 16, 2022, and March 15, 2024, respectively, an arbitral award was rendered on Sept. 8, 2022, by the International Centre for Dispute Resolution against the company with respect to such matter, and the company chose not to appeal the enforcement of the arbitral award in Quebec.
Pursuant to the settlement agreement:
- Glen Eagle will pay $1.8-million to GEM as follows:
- Glen Eagle will remit directly to GEM 40 per cent of all cash payments received pursuant to the option agreement (or any other agreement relating to the sale of the property).
- Glen Eagle will remit 20 per cent of gross proceeds from any and all equity financings completed after the date of the settlement agreement.
- If the option agreement is terminated or another agreement is not entered into with respect to the sale of the property for at least $3-million within 120 days of the date of the settlement agreement, Glen Eagle shall be liable to pay to GEM the balance of the outstanding settlement amount within 10 days of the expiry of such 120-day period.
If Glen Eagle defaults upon the settlement agreement or the settlement amount, GEM and GYBL shall be entitled to the full effect of the arbitral award and homologation judgment.
The option constitutes a reviewable transaction as defined in Policy 5.3 (Acquisitions and Dispositions of Non-Cash Assets) of the TSX Venture Exchange's corporate finance manual. As such, completion of the option is subject to approval by the TSX-V and the approval of the shareholders of the company in accordance with Policy 5.3 (if applicable).
Director resignation
Glen Eagle also announces that one of its directors, Jean Labrecque, resigned as a director of the company. The company thanks Mr. Labrecque for his hard work and wishes him all the best in his next endeavour.
About Glen Eagle Resources Inc.
Glen Eagle is a small producer and an exploration company of precious metals in Canada and the Central America area.
We seek Safe Harbor.
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