RE:Some Nuggets from the circularThe short version: 1) Financing not a condition of Arrangemnet. Wow!!!!!! 2) Initial LOI did have proof of financing as a condition...........but no one verified it. Just took Cunninghsams word and that of the NR......but its irrelevant now anyways as Arrangement superceded the LOI!!!!!!!!!!!!!!!! Highly unusualy, imho, to not put in financing condition.....................even for so for a pink sheet led group of companies!!!!!!!!!!!!!!!!! Not Cunnninghsams 1st rodea I guess?!?!?!?!? All imho Larry60 wrote: Page 5 of fairness opinion: Readers should also note that CML has stated that it has secured US$153 million in August of 2024 from GEM Digital Limited (“GEM”) for the acquisition of AMK
NO FINANCING CONDITION!!!!! PAGE 82: Purchaser’s financing. The Arrangement Agreement does not contain a financing condition for the benefit of the Purchaser. However, the Purchaser requires third party financing from one or more external financing sources in order to consummate the Arrangement. If the conditions precedent to the Purchaser’s financing are not satisfied, or the Purchaser’s financing sources otherwise do not advance the funds the Purchaser requires to consummate the Arrangement, the Purchaser may not be able to complete the Arrangement even if all of the conditions to Closing in the Arrangement Agreement have been satisfied or waived.
Page 5: "Reasonable Likelihood of Closing/Limited Conditions. The obligation of the Purchaser to complete the Arrangement is subject to a limited number of conditions (which are summarized in the accompanying Information Circular) that the Board believes are reasonable in the circumstances. The completion of the Arrangement is not subject to a due diligence or financing condition. " What???
Page 12 "The material assumptions include, but are not limited to; the Purchaser will complete the financing necessary to fund its obligations under the Arrangement Agreement"
Page 5 of fairness opinion: "Page 45: "One of the terms of the letter of intent provided that the execution of a definitive agreement would be subject to and conditional upon the Purchaser providing American Creek with evidence that the Purchaser had in place sufficient financing to consummate the proposed transaction, with the exclusivity period thereunder ending on August 5, 2024."
Page 46: On August 5, 2024, following the Purchaser providing evidence of its financing capabilities as noted above, American Creek and the Purchaser amended the letter of intent and extended the exclusivity period thereunder to September 5, 2024.
Page 72: If a superior proposal comes, AMK must provide Cunnninghsam with a detailed copy of financing agreement - pretty richas Cunninghsam was not requried to dos so! ") the Company or its Representatives have provided to the Purchaser a copy of the proposed definitive agreement(s) for the Superior Proposal and all related material documents or materials that modify or amend any of the foregoing (which includes all schedules, appendices, exhibits and other attachments thereto including copies of any financing commitments related thereto, as well as any subsequent amendment, modification or supplement with respect to any of the foregoing);"