If OPP exercises the option to acquire the Property pursuant to the terms and conditions of the Agreement, then for a period of 60 days after such exercise Manson will have a right to earn a 40% interest in the Property (the "Back-in Right") by providing notice of the exercise of such Back-in Right and paying to the Company, in cash, 40% of (i) all cash payments made by the Company, (ii) all exploration expenses incurred by or on behalf of the Company, and (iii) the fair market value on the date of issue of all the OPP Shares issued to Manson.
Proposed Private Placement
In order to offset costs associated with (i) conducting Phase One of a recommended work program on the Property, (ii) the Acquisition, (iii) the investigation of additional corporate opportunities and (iv) general and administrative expenses and for general working capital of the Resulting Issuer, the Company currently intends to complete a financing (the "Financing"). It is currently anticipated that the Financing will be undertaken by way of a non-brokered private placement of OPP securities. The aggregate size of the Financing, including the price at which OPP securities may be offered, will be determined by the Company in the context of the market and in accordance with the policies of the Exchange. The Company may pay finder's fees and/or commissions to eligible parties in connection with the Financing and in accordance with Exchange policies and securities laws. In addition, insiders of the Company may subscribe under the Financing in accordance with Exchange policies.
Resulting Issuer's Capital Structure
OPP currently has 10,500,000 OPP Shares issued and outstanding, 7,150,000 of which are free trading with the remainder being held in escrow pursuant to the policies of the Exchange. An additional 1,300,000 OPP Shares are reserved for issuance on the exercise of incentive stock options and broker warrants issued in connection with the Company's initial public offering. The 100,000 OPP Shares issuable to Manson on closing of the Acquisition, and subsequent to closing in accordance with the terms of the Agreement, and the securities issued under the Financing may be subject to escrow requirements and hold periods as required by applicable securities laws and the policies of the Exchange. The directors of the Resulting Issuer may also decide to grant incentive stock options to its directors and officers in connection with the closing of the Qualifying Transaction as further described herein.
Directors, Officers and other Insiders of the Resulting Issuer
Upon completion of the Acquisition, it is currently anticipated that the board and management of the Resulting Issuer will consist of the persons identified below:
Cornell McDowell (President, Chief Executive Officer and a Director)
Cornell McDowell is a professional geologist currently self-employed as a geological consultant with Gold Reach Resources Ltd. (TSX VENTURE: GRV), an exploration company active in British Columbia. Mr. McDowell has previously worked as a self-employed geological consultant with both publicly listed and privately held mining corporations, including Tyler Resources Inc. a public exploration company active in Mexico that was purchased by Jinchuan Group Co. Ltd. of China, Guatavita Gold Corporation ("Guatavita"), a private exploration company active in Colombia and Manson. Mr. McDowell graduated from the University of Alberta with a Bachelor of Science specializing in geology and obtained his Professional Geologist designation with APEGA in 2011 and with APEGBC in 2012.
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