Item 1.01 Entry into a Material Definitive Agreement
The information contained in Item 2.01 of this Current Report is incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On
The CR Interests were acquired for the following consideration:
(a)
(b) the issuance of 7,800,000 shares of common stock of the Company ("Common
Shares") at the Closing (collectively, the "Initial Payment Shares") at a deemed price per Common Share equal to$1.33 , with the aggregate value of the Initial Payment Shares of$10,374,000 being the "Initial Share Value"; plus
(c) such combination of cash and Common Shares, determined as described below, as
have an aggregate value of$15,000,000 less the Initial Share Value (the "Second Payment") to be paid by the date described below; plus
(d)
90 days following the Closing Date (the "Deferred Payment Deadline").
The Second Payment must be satisfied on or before the earlier of (in any case, the "Second Payment Date"): (A) the business day on which the Company completes any debt or equity financing (in any case, the "Financing") and (B) the Deferred Payment Deadline.
If the price at which securities are sold by the Company under the Financing (in
any case, the "Financing Price") is less than
The obligation of the Company to pay the Deferred Payment was secured by a Deed of Trust and related financing statement pursuant to which the Company granted to Waterton a first-priority, perfected security interest running with the mineral properties held by CR Reward.
The above description is a summary of the material terms of the Agreement and the Deed of Trust and is qualified in its entirety by the full text of the Agreement and Deed of Trust, which are filed as exhibits to this Current Report on Form 8-K and are incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 2.01 of this Current Report is hereby incorporated by reference into this Item 2.03.
Item 3.02 Unregistered Sale of
The information set forth under Item 2.01 of this Current Report is hereby incorporated by reference into this Item 3.02.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements.
The Company intends to file the financial statements of CR Reward required by Item 9.01(a) as part of an amendment to this Current Report on Form 8-K no later than 71 days after the required filing date for this Current Report on Form 8-K.
(b) Pro Forma Financial Information.
The Company intends to file the pro forma financial information required by Item 9.01(b) as an amendment to this Current Report on Form 8-K no later than 71 days after the required filing date for this Current Report on Form 8-K.
(d) Exhibits Exhibit No.Name 10.1 Membership Interest Purchase Agreement datedApril 21, 2022 * (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K as filed with the Commission onApril 27, 2022 ) 10.2 Deed of Trust 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Certain schedules have been omitted pursuant to Item 601(b)(2) of Regulation
S-K, but a copy will be furnished supplementally to the
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