on closing of the transaction contemplated by the Agreement, Uragold entered into a voting and standstill agreement whereby Uragold agreed not to sell more than ten percent (10%) of Canada Carbon Common Shares through the facilities of any stock exchange on which Canada Carbon Common Shares are listed during 36 months from the date of the closing and also agreed that for a period of two (2) years after the date hereof, at any meeting of Canada Carbon, it shall vote all its Canada Carbon shares in accordance with any motion carried by the Canada Carbon Management with respect to the election of Directors of Canada Carbon. This agreement shall be valid as long as Uragold holdings in Canada Carbon is at least 5% of the issued and outstanding share capital of Canada Carbon calculated on a fully diluted basis.
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CCB press release on same news
On closing of the transactions contemplated by the Agreement, UBR entered into a voting support and standstill agreement (the “Voting Agreement”) whereby UBR agreed, among other things, (i) not to vote (or cause to be voted) the Common Shares against any resolution to approve the election of Canada Carbon’s management nominees and any resolutions put forward by such nominees until December 3, 2014, (ii) to sell all or any part of the Common Shares over certain thresholds including pursuant to private off-market transactions or specified amounts if such sales occur through the facilities of any stock exchange until December 3, 2015, (iii) not to sell, transfer, gift, assign pledge, hypothecate the Common Shares for a three year period without the prior written consent of Canada Carbon (other than as permitted in the Voting Agreement), (iv) not to grant (or agree to grant) any proxy or other voting right for a three year period to any of the Common Shares, and (v) not to acquire, directly or indirectly or through an affiliate, any Canada Carbon common shares until December 3, 2015 without the prior written consent of Canada Carbon. |
