AGM Info sheet and April 2015 presentation. No rollback mentioned and it's because we don't need it going forward. Company will be funded without dilution.
Presentation: media.wix.com
Proxy: media.wix.com
AGM Information: media.wix.com
Some good information on how the deal will work going forward:
On December 1, 2014, the Corporation announced the closing of a private placement and joint venture announced on October 16, 2014, with OMC Investments Limited, of Hong Kong (“OMC”). Pursuant to the terms of an investment agreement between the Corporation and OMC (the “Investment Agreement”), the Corporation issued 19,048,000 units to OMC (each, a “Unit”) by way of private placement at a price of $0.05 per Unit, for aggregate gross proceeds of $952,400 (the “Private Placement”). Each Unit consisted of one Common Share and one Common Share purchase warrant, with each warrant (“Warrant”) being exercisable by OMC for a period of three years from the closing of the Private Placement at a price of $0.05 per Common Share. Pursuant to the terms of the Investment Agreement, OMC was entitled to nominate one individual for approval as a director of the Corporation to take effect immediately following the closing of the Private Placement (the “OMC Nominee”). Accordingly, on December 1, 2014, Felipe Carvalho, was appointed to the Board of the Corporation as the OMC Nominee with immediate effect. As disclosed below under - 12 - the heading “Election of Directors”, Mr. Carvalho has been nominated at the Meeting for election as a director of the Corporation. If Mr. Carvalho is elected at the Meeting, he will continue to act as the OMC Nominee. In connection with the closing of the Private Placement, the Corporation incorporated three subsidiaries under the Business Corporations Act (Ontario), namely Canadian Iron Metallics Inc. (“CIM”), Griffith Iron Metallics Inc. (“GIM”) and Karas Iron Metallics Inc. (“KIM”). In addition, in connection with the Private Placement, the Corporation received the consent of the Ministry of Northern Development and Mines to transfer its (i) 23 unpatented contiguous mining claims comprising the Griffith property (the “Griffith Claims”) to GIM, and (ii) 21 unpatented contiguous mining claims comprising the Karas property (the “Karas Claims”) to KIM. Northern Iron’s remaining unpatented mining claims relating to its El Sol property, Papaonga property and Whitemud property remain in the name of the Corporation. Concurrent with the Closing of the Private Placement, and subject to the terms of a subscription agreement between the Corporation and an affiliate of OMC (the “Affiliate”), the Affiliate subscribed for 15% of the common shares in the capital of CIM, with the Corporation holding the remaining 85%. The Corporation and the Affiliate, as shareholders of CIM, also entered into a shareholders’ agreement (the “Shareholders’ Agreement”) in order to address, among other matters, the organization and affairs of CIM, the funding of key developmental steps in relation to the Griffith Claims and the Karas Claims, and the sale of shares of CIM. Also in connection with the Private Placement, the Corporation entered into an option agreement with OMC (the “Option Agreement”) pursuant to which, subject to certain conditions, OMC or an affiliate thereof has (i) the right to acquire up to 80% of the issued and outstanding shares of a wholly-owned subsidiary of the Corporation (the “Subsidiary”) to be incorporated by the Corporation to hold the mineral rights comprising the Company’s El Sol property, Whitemud property or Papaonga property if and only if OMC funds the entirety of an $8.2 million resource delineation work program in connection with the Corporation’s Griffith Claims and Karas Claims (the “80% Interest”), and (ii) if OMC earns the 80% interest, the further right to increase its interest in the Subsidiary to 90% of the issued and outstanding shares if, within the five year period during which OMC earns the 80% Interest, OMC funds an additional $1.5 million of exploration work on such property. Other than the foregoing, no “informed person” (as such term is defined in NI 51-102) or proposed nominee for election as a director of the Corporation or any associate or affiliate of the foregoing has any material interest, direct or indirect, in any transaction in which the Corporation has participated since the commencement of the Corporation’s most recently completed financial year or in any proposed transaction which has materially affected or could materially affect the Corporation. |
