Acquisition Terms. The terms and related agreements relating to the acquisition and purchase of the Land, all as set forth on Exhibit "A" hereto.
Acquisition Terms. The Shares shall be One Hundred Shares (100) shares of the issued and outstanding common stock of Subsidiary which shall be signed over in blank to Inland together with any legalities required for legal transfer.
Acquisition Terms. 1 1.02 Act................................................................1 1.03.
Acquisition Terms. The Company, Westoz Lithium and the current shareholders of Westoz Lithium, Xxxx Xxxxx and Xxxxx Xxxxxxx (Vendors) have executed the Acquisition Agreement to acquire 100% of the issued capital of Westoz Lithium from the Vendors. The Vendors are unrelated third parties of the Company. In aggregate, the Vendors will receive A$740,000 for the Acquisition. On completion of the Acquisition Agreement (Completion), and subject to the Company receiving shareholder approval at its upcoming annual general meeting on 31 May 2022, the Vendors will be issued a total of 24,000,000 Shares, with an issue price of $0.025 per Share and aggregate value of A$600,000. Furthermore, within 5 Business Days of Completion, in order to clear outstanding shareholder loans owed by Westoz Lithium to the Vendors (Shareholder Loans), the Company will pay the sum of A$90,000 to Xxxx Xxxxx and A$50,000 to Xxxxx Xxxxxxx. Westoz Lithium and the Company will be released from any liability or claims in relation to the Shareholder Loans once the abovementioned payments are made to Xxxx Xxxxx and Xxxxx Xxxxxxx by the Company. Completion of the Acquisition Agreement is subject to the following conditions (Conditions): • (Due Diligence): The Company notifying the Vendors that the Company has satisfactorily competed due diligence on Westoz Lithium and the Acquisition Projects, including technical, financial and legal due diligence; and • (Approvals): the Company obtaining any shareholder, regulatory and stock exchange approvals required under the ASX Listing Rules and the Corporations Act (as applicable), in relation to the Acquisition, including in relation to any debt or equity fundraising activities. The other terms of the Acquisition Agreement, including in relation to pre-Completion activities, warranties, indemnities, confidentiality and termination are considered customary for an agreement of this nature. Although the Acquisition Agreement has been executed, there is no guarantee that the Conditions will be satisfied. If the Conditions are satisfied, it is expected that Completion will occur in the second quarter 2022.
Acquisition Terms. Based on the information currently known to the ----------------- Parties, it is proposed that the structure for the acquisition of the Shares, the Transaction consideration and related terms and conditions will be in accordance with the Memorandum of Terms attached as Exhibit "B" hereto and incorporated herein by this reference.
Acquisition Terms. $6,000,000 paid in voting Common Stock of Nutriband at a value of the average price of the previous 90 days at the date of Closing.
Acquisition Terms. Pursuant to an agreement with (a) Santa Fe Pacific Railway Company, which owns the mineral rights; and (b) a subsidiary of Newmont Corporation, which holds a lease over the mineral rights, New World has agreed to purchase a 100% interest in the mineral rights that cover a total of approximately 1,000 acres (Private Blocks A and B; see above and Figure 1). Consideration payable is:
Acquisition Terms. Draig Resources Limited has entered into a Binding Heads of Agreement (HoA) with Golden Spur Pty Ltd (Golden Spur) and each of its shareholders for the acquisition of 100% of Golden Spur. Golden Spur holds a 100% interest in the Bellevue Gold Project (tenements M36/24, M36/25, M36/299, E36/535). Completion of the transaction is conditional on the receipt of all necessary Draig shareholder approvals. If this condition precedent is not satisfied on or before 20 November 2016 either party may terminate the agreement. Xxxxx intends dispatching a notice of meeting to its shareholders shortly, and completing the transaction over the next two months. The material terms of the HoA are as follows: • Consideration: 60,000,000 Draig shares, to be issued to the shareholders of Golden Spur or their nominees. Each shareholder of Golden Spur will receive 12,000,000 Draig Shares or 7.2% of the capital post issue but pre capital raise (see below). • Repayment of loans: Draig to repay loans owing by Golden Spur to its shareholders, capped at A$821,000 in full and final satisfaction of the loans. • Royalty: Xxxxx has agreed to pay a A$25 per ounce royalty capped at 100,000oz of production payable to the Golden Spur shareholders. • Assumed Liability: Draig through the acquisition of Xxxxxx Spur will assume a liability to Xstrata Nickel of $1,000,000. • Formal Agreement: Although the HoA is binding, the parties have agreed to enter into a more formal share sale agreement on terms consistent with the HoA. Representations and warranties: The parties provided representations and warranties which are considered standard of an agreement of this nature. Draig has also agreed to pay the facilitators of the transaction a fee in association with the acquisition of the Project. Draig has agreed to issue to facilitators who are unrelated to the Company, 15,000,000 Draig shares. Draig will also issue 15,000,000 options to advisors exercisable at $0.05 before 31 August 2019. Of these options 10,000,000 were previously approved at a shareholders meeting on 24 February 2016 but not issued. Proposed Capital Raise Subject to shareholders’ approval, Draig propose to raise up to $1.2 million through the issue of 60,000,000 shares at 2 cents each to fund the acquisition and fund further project development. Draig has received firm commitments for this amount. For more information, please contact: Xxx Xxxxxxxxx xxxxxxxxx@xxxxxxxxxxxxxx.xxx Forward‐looking statements are statements that are not his...
Acquisition Terms. Under the SPA Midas has agreed to:
(a) make separate offers (“Offers”) to Hammer shareholders and Hammer optionholders to acquire 100% of the issued capital of Hammer; and
(b) acquire 100% of MDM from Xxxxxxx. The Offers and the Acquisitions are conditional on:
(a) Midas obtaining all necessary regulatory and shareholder approvals required to complete the Acquisition, including amongst other standard approvals for an acquisition of this nature, approval to:
i. change the nature and scale of Midas’ activities in accordance with Listing Rule 11.1.2;
Acquisition Terms. 1. At closing, GRE will issue to all of the shareholders on a pro rata basis, a total number of seven million five hundred thousand common shares (the Share ) of GRE (7,500,000), the First Share Consideration, agreed to represent a value of One Million Five Hundred Thousand Canadian Dollars ($ Cdn 1,500,000). The Shares will be issued to Shareholders on a one for one basis, and Pilbara shall adjust the issued and outstanding shares it has out to accommodate this transaction.
2. At closing, all shares of Pilbara held by shareholders will be assigned to GRE.
3. At the completion of a drilling program of not less than 4,000 meters on the Property Package, GRE will pay to Shareholders, two million five hundred thousand common shares (2,500,000), the Second Share Consideration, deemed to represent value of Five Hundred Thousand Canadian Dollars ($ Cdn 500,000).
4. On GRE announcing greater than 500,000 ounces of gold collectively within the Property Package, as defined in a resource calculated compliant to NI 43-101, GRE will issue to Shareholders, two million five hundred thousand common shares (2,500,000), Third Share Consideration, deemed to represent value of Five Hundred Thousand Canadian Dollars ($ Cdn 500,000).
5. On GRE announcing greater than 1,000,000 ounces of gold collectively within the Property Package , as defined in a resource calculated compliant to NI 43-101, GRE will issue to Shareholders, two million five hundred thousand common shares (2,500,000), Fourth Share Consideration, deemed to represent value of Five Hundred Thousand Canadian Dollars ($ Cdn 500,000).
6. A 2% Net Smelter Royalty to be held pro rata by the current Shareholders of Pilbara on all the Property Package. One percentage point of the royalty will be made available for purchase by GRE or a party of GRE for One Million Five Hundred Thousand Canadian Dollars ($ Cdn 1,500,000) per the one percentage point. The details of this shall be set out in a separate Net Smelter Royalty Purchase Agreement to be negotiated between all Shareholders individually and GRE.
7. All shares issued at closing in 1, above shall be subject from the date of issuance to a trading hold of four month as imposed by the British Columbia Securities Commission.
8. Upon completion of four months from closing, 30% all GRE shares issued to Shareholders shall be deemed released and free trading.
9. Upon completion of eight months from closing, a further 35% of all GRE shares issued to Shareholders shall be deemed...
