Too all
Here are some other funds Chademoore has to work with.
In November 1997 the Company entered into a binding agreement with [Settondown Capital International, Ltd] to issue between $1,000,000 and $1,500,000 in new convertible preferred
stock (the "Convertible Preferred"). The Convertible Preferred will be convertible into common stock of the Company pursuant to the exemption from registration requirements under the
Securities Act allowd by Regulation S promulgated thereunder. The face amount of the Convertible Preferred will be 120% of its purchase price. The Convertible Preferred will bear a
coupon at a rate of 8% per annum, payable either in cash or additional common stock (at the Company's option). The holder of the Preferred Stock will agree to limit daily resales of the
common stock obtained by the holder thereunder to 10% of the total volume of the Company common stock on the NASDAQ bulleting board for such day. The conversion price for the
common stock will be a percentage (the "Applicable Conversion Rate") of the average trading price for the common stock for the five trading days prior to conversion (except where the
difference between such average and the market price on the conversion date is more than 20% of such current price, then the conversion price will be the Applicable Conversion Rate
times the average price for the preceding 20 trading days). The Applicable Conversion Rate will vary over time from 85% to 75%. The Convertible Preferred may be redeemed by the
Company at any time for an amount equal to the unconverted face amount plus accrued dividends. The holder of the Convertible Preferred will also be issued 200,000 warrants per
$1,000,000 in face amount of Convertible Preferred issued. The holders will receive registration rights respecting the common stock underlying the Convertible Preferred and the warrants.
The Company will pay fees not exceeding 11% of the total proceeds from issuance of the Convertible Preferred to the investment bank arranging the transaction.
On October 30, 1997, Chadmoore Communications, Inc. ("CCI") and CMRS Systems, Inc. ("CMRS") entered into a First Amendment to Financing and Security Agreement with MarCap
Corporation ("MarCap"), which amended that certain Financing and Security Agreement dated October 29, 1996 between CCI and Motorola, Inc., with the interest of Motorola, Inc.
therein having been assigned to MarCap, and pursuant to which MarCap extended to CCI and CMRS an additional loan facility in a maximum amount of $2,000,000 (plus certain fees
payable to MarCap and plus certain legal expenses), with the additional loan facility being secured by (a) a pledge by CMRS of all of the stock of PTT Artina, Inc., a Nevada corporation,
(b) a pledge by CCI of all of the stock of PTT Maple, Inc., a Nevada corporation, (c) an Assignment by CCI of all of its limited liability company membership interest in PTT
Communications of Fort Wayne LLC, a Delaware limited liability company and PTT Communications of Richmond LLC, a Delaware limited liability company, (d) an assignment by 800
SMR Network, Inc. of all its limited liability company membership interest in PTT Communications of Baton Rouge LLC, a Delaware limited liability company, and (e) by a cross pledge of
all of the collateral previously granted in favor of Motorola, Inc. in connection with the original Financing and Security Agreement. The additional loan facility is further guaranteed by
Chadmoore Wireless Group, Inc., and by Chadmoore Communications of Tennessee, Inc. to the extent of its interest in the collateral previously pledged in favor of Motorola, Inc. On
October 31, 1997, the initial draw under the additional loan facility was made in the amount of $481,440, which was evidenced by a Promissory Note executed by CCI and CMRS to the
order of MarCap. Additional advances under the additional loan facility may be made from time to time as licenses are transferred into the names of PTT Artina, Inc. and PTT Maple, Inc.
(or CCI and/or CMRS). Advances under the additional loan facility can be made until March 31, 1998, and with respect to any licenses which are not transferred prior to that date, CCI and
CMRS can use the licenses as collateral for loans from other parties, provided that MarCap will have a right of first refusal to loan additional amounts under the additional loan facility for
ten business days after the date MarCap receives notice that the licenses have been transferred. The advances under the additional loan facility are subject to a loan fee equal to 2% of
the amount of the advance, and bear interest at the rate of 12% per annum, amortized over a 36 month basis, provided that any draws after December 30, 1997 will bear interest at 12% per
annum plus any increase int the interest on three year treasury bills after that date. Advances under the additional loan facility are subject to prepayment fees in the amount of 5% of the
principal amount if prepaid during the first 12 months, 4% if prepaid during the second 12 months, and 3% if prepaid during the last 12 months of the term of the advance.
I think with what they were able to sell the Alaska properties for, MOOR should be able to raise funds by further sales or by borrowing agaist the value of the existing licences, until the cashflow from operations kicks in. The fact that they got half a million cash , for 57 licences, shows that there is quit a bit of value in the thousands of licences in Chadmoores poccession. |
