Grant of Additional Stock Options
As part of the Qualifying Transaction, it is currently anticipated that the Resulting Issuer will issue additional incentive stock options (the "Additional Stock Options") to the incoming directors and officers, at an exercise price equal to the price of the securities issued under the Financing or otherwise priced in accordance with the policies of the Exchange. The terms and conditions of the Additional Stock Options will be determined by the board of directors of the Resulting Issuer, but in any event the aggregate number of incentive stock options outstanding following completion of the Qualifying Transaction will not exceed 10% of the issued and outstanding shares of the Resulting Issuer.
Escrow Share Transfer
In order to incentivize incoming directors and officers of the Company and align their interests with the interests of the OPP's shareholders, the current principals of the Company may determine to transfer to such incoming directors and officers a portion of their seed shares, which shares are currently held in escrow. If it is determined to proceed with such a transfer from escrow, such transfer would be completed in accordance with Exchange policies.
Sponsorship of Qualifying Transaction
Sponsorship of a Qualifying Transaction of a Capital Pool Company is required by the Exchange unless exempt therefrom in accordance with the Exchange's policies. Given the nature of the proposed transaction and the location of the Property, OPP intends to apply for an exemption from the sponsorship requirements, but will appoint a sponsor if required by the Exchange to do so.
In accordance with Exchange policies, OPP requested a voluntary halt of the trading in OPP on March 8, 2013 and the trading in OPP Shares will remain halted until such time as the Exchange determines otherwise, which may not occur until the completion of the Acquisition.
Significant Closing Conditions
Closing and final acceptance of the Acquisition is subject to the satisfaction of certain conditions, including, without limitation, the approval of the Exchange and any other applicable regulatory bodies, the completion of legal and technical due diligence satisfactory to the Company, the receipt of a satisfactory Technical Report and the receipt of all requisite director and shareholder approvals by each of OPP, Manson and Panarc. The Agreement also includes termination fees payable under certain circumstances, non-solicitation provisions and other provisions customary for transactions of this nature.
Information Concerning Manson
Manson is an Alberta mineral exploration company focused on the acquisition and exploration of early stage gold projects across Canada. Manson is led by a technical team of four professional geologists with extensive project generation and exploration experience in throughout Canada and around the world. Manson is a publicly traded company listed on the Exchange and is controlled by its board of directors. Further information concerning Manson is available on the SEDAR website at www.sedar.com.
Information Concerning Panarc
Panarc is a privately held Yukon corporation engaged in the acquisition, exploration and development of mineral resource properties. Panarc is controlled by its board of directors.
Additional information concerning the Qualifying Transaction, including detailed technical and financial information on the Property and the terms of the proposed Financing will be disclosed in a subsequent news release.
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