Proposed Name Change
It is proposed that EPC will (subject to shareholder approval) change its name to "AgriMinco Corp." or such other name as may be approved by the board of directors and/or the TSXV connection with EPC's acquisition of such properties as noted above.
Exercise or Termination of Option
Immediately following the satisfaction of all applicable conditions precedent, the restructuring of outstanding G&B debt and all other transactions contemplated by the MOU have closed in escrow, G&B and ZRH will provide the Waiver unconditionally and for no additional consideration, and the Option will be exercised immediately thereafter. EPC will be obligated to issue common shares of EPC in accordance with the Option Agreement in connection with the exercise of the Option.
The parties to the MOU have agreed to proceed in good faith and expeditiously to negotiate, settle and execute the other agreements contemplated therein by March 1, 2013, and to obtain all third-party and regulatory approvals as may be required by no later than June 30, 2013. However, no party to the MOU has any obligation with respect to the transactions contemplated therein (other than as described below) unless and until definitive agreements have been entered into. There can be no assurance that the definitive agreements will be entered into within the time required and/or that the transactions contemplated in the MOU will be consummated.
EPC, G&B and ZRH have also agreed to the termination of the Option Agreement on the earlier of (i) March 1, 2013, unless the parties to the MOU have settled and executed all the agreements contemplated therein (the "Contemplated Agreements") and (ii) the termination or expiration of any of the Contemplated Agreements by any of the parties thereto in accordance with the terms thereof, unless any such termination or expiration occurs as a consequence of the completion of a transaction contemplated by the MOU. Each of G&B and ZRH are considered related parties to EPC. George Roach, EPC's Chairman and CEO, is also a director and a principal of G&B and his family trust will receive the shares to be issued to ZRH under the Option Agreement.
The Board of EPC formed special committees to consider the transactions contemplated by the MOU, other than the Danakil Joint Venture (which was negotiated at arm's length). The Special Committee formed to consider the acquisition of certain potash permits from PREM is comprised of Michael Galloro and Anthony Vella. The Special Committee formed to consider the potential early termination of the Option Agreement is comprised of Michael Galloro, Anthony Vella and Pamela Hueston. George Roach, EPC's Chairman and CEO abstained on all matters related to the Company's proposed acquisition of potash permits from PREM as well as the potential early termination of the Option Agreement, as he is interested in both G&B and ZRH and is a director of PREM. Pamela Hueston also abstained from all matters related to the Company's proposed acquisition of potash permits from PREM due to her position as a director of PREM.
The Board of EPC has determined that, in the event that the transactions contemplated by the MOU are not completed, it would be in the best interest of the Company to terminate its Option and delist and wind-up the Company, and to return any residual capital to shareholders. This determination has been made after giving consideration to the available resources of EPC, EPC having been unable to pay the outstanding debt of G&B (which debt was incurred on behalf of EPC) as required by the Option Agreement, the likelihood of being able to arrange for an alternative transaction or financing and/or satisfy outstanding obligations in the immediate future and the extent of financial and other resources that will be required in order to fund future operations and maintain the Danakil Property under the terms of the Option Agreement.
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