Kesselrun Resources and Goldlund Resources Enter into a Joint Venture Agreement
Feb 19 14
Kesselrun Resources Ltd. announced that Kesselrun has completed the expenditures required to acquire an undivided 10% non-diluting interest in certain mining claims, mining patents and mining leases comprising the Goldlund Project located near the town of Sioux Lookout, Ontario. Kesselrun was required to incur aggregate exploration expenditures on the property of $1,000,000 by December 31, 2013. The parties will enter into a joint venture agreement pursuant to which Goldlund shall incur all further expenditures on the property until it reaches commercial production. After the commencement of commercial production, Kesselrun and Goldlund will be obligated to contribute funds to approved programs and budgets of the joint venture in proportion to their respective participating interests. Goldlund will be the initial operator of the joint venture. At any time prior to December 31, 2015, Kesselrun shall be entitled to transfer such interest back to Goldlund upon 15 days prior written notice in exchange for the issuance to Kesselrun of senior unsecured convertible debentures of the parent company of Goldlund (Parentco) in the principal amount of $2,000,000. Further, at any time after December 31, 2014 and on or prior to December 31, 2017, Goldlund shall have the right to require that Kesselrun transfer such interest back to Goldlund upon 30 days prior written notice to Kesselrun, in exchange for the issuance to Kesselrun of Convertible Debentures of Parentco in the principal amount of $2,000,000. Goldlund shall also be entitled to exercise the Back-In Right at any time after the earlier of Kesselrun acquiring its 10% interest in the property, and January 1, 2015, in the event that Parentco is party to a business combination transaction, upon 30 days prior written notice to Kesselrun and payment to Kesselrun of either $2,000,000 in cash, or at the option of Goldlund, Convertible Debentures of Parentco in the principal amount of $2,000,000. The Convertible Debentures of Parentco will mature on the date which is seven years following their date of issuance, and will earn interest at a fixed rate of 10% per annum compounded annually. At the election of Parentco, up to 50% of the interest may be paid by the issuance of additional Convertible Debentures of Parentco. In the event of a liquidity event, the principal amount and all accrued and unpaid interest will automatically convert to common shares of Parentco or the subsidiary of Parentco which is the subject of the liquidity event, at a conversion price per common share that is equal to 50% of the value of each common share as determined in the context of such liquidity event. A liquidity event includes any of an initial public offering of common shares or units of Parentco or a subsidiary of Parentco, a reverse take-over by a publicly listed company of all the issued and outstanding shares of Parentco or a subsidiary of Parentco, or the sale of a majority of the issued and outstanding common shares of Parentco or a subsidiary of Parentco representing a change of control. The Convertible Debentures of Parentco will be subject to certain restrictions on transfer, and a right of first refusal in favour of Parentco. Subject to certain exceptions, the Convertible Debentures of Parentco will not be redeemable prior to the third anniversary of the date of issuance thereof unless agreed to by the holder, after which they will be redeemable, in cash, at the option of Parentco at the principal amount plus all accrued and unpaid interest.
Kesselrun Resources Ltd. Elects Directors
Dec 18 13
Kesselrun Resources Ltd. announced that at its Annual General Meeting of Shareholders held on December 17, 2013. The company elected individuals as directors of the company. They are Michael Thompson, Caitlin Jeffs, Joao (John) Da Costa, Ali Hakimzadeh and James Beesley.
Kesselrun Resources Ltd. Approves Amendments to Articles
Nov 5 13
Kesselrun Resources Ltd. announced that its Board of Directors has approved amendments to Kesselrun's articles through the adoption of advance notice provisions. The provisions are subject to the approval of a special resolution of the company's shareholders. The provisions require advance notice to the company in circumstances where nominations of persons for election to the Board of Directors of the company are made by shareholders other than pursuant to a requisition of a meeting or a shareholder proposal made under the Business Corporation Act (British Columbia). The provisions are intended to facilitate an orderly and efficient annual and/or special meeting process, ensure all shareholders receive adequate notice of director nominations and sufficient information with respect to all nominees, and allow shareholders to register an informed vote, having been afforded reasonable time for appropriate deliberation. The provisions fix a deadline by which holders of record of the company's common shares must submit director nominations to the company prior to any annual or special meeting of shareholders and, sets out the information that a shareholder must include in such notice to the company. The provisions are effective until they are confirmed, confirmed as amended or rejected by shareholders of the corporation at the next annual and special meeting of shareholders, to be held on December 17, 2013. If the provisions are confirmed or confirmed as amended at the meeting, the provisions will continue in effect in the form in which they are so confirmed. If the provisions are rejected by shareholders at the next meeting, or the directors do not submit the Provisions to shareholders at the meeting, the provisions will cease to be effective from the date of the meeting and no subsequent resolutions of the Board of Directors having substantially the same purpose or effect as the provisions would be effective until confirmed or confirmed as amended by the shareholders of the company.