To: Shirley Owen who wrote (9266 ) 3/26/1998 9:16:00 PM From: J. Kerr Read Replies (3) | Respond to of 14627
I thought I would wade in with my two cents worth re buying back Barrick's interest for US$10,000, etc. The following information has been taken from the final prospectus dated October 14, 1997 that PFG filed to qualify the common shares issued pursued to the Special Warrant financing at $6.375. The Agreement between Barrick and PFG requires Barrick to spend US10,500,000 prior to June 26, 2000. If a production decision is not made by that date, Barrick must spend an additional US$4,000.000 in each 12 month period starting July 2000 until a production decision is made. If Barrick ceases to make these expenditures, PFG can buy back Barrick's shares for US$10,000. As of August 31, 1997 Barrick had expended US$13,053,646 on the property. Thus, Barrick has already fulfilled its spending commitments up to June 26, 2000. According to Tom Shrake in a post on the Discussion Forum on Jan. 28/98, Barrick has the right to transfer its interest in Diablillos to a third party with the consent of PFG, which consent can be arbitrarily withheld. Mr. Shrake further clarified this situation in a post on Feb. 18/98 confirming that PFG would have a right of first refusal to match any offer that Barrick might receive from a third party. I interpret all of the above to mean that PFG can buy Barrick's interest for US$10,000 only if Barrick ceases to make its required expenditures (and keep in mind that Barrick has already fulfilled its commitments to June 26, 2000). It is conceivable that Barrick could seek to sell its interest to a third party, or sell it back to PFG - in either case (i.e. matching a third party offer or negotiating directly with Barrick) I am sure that PFG would have to pay an amount substantially more than US$10,000. I think it is this situation that Mr. Parks is talking about when he says there may be 3-4 million shares issued. Also, I think it is this situation that Samantha Cramer is talking about when she says that PFG would rather issue shares to pay for Barrick's interest in order to conserve cash that will be needed to develop the property. I trust everything is clear as mud after this post. Regards. J. Kerr