Mooncor has acquired a 2% gross overriding royalty ("GOR") on the production from certain production leases, surface leases and basin wells located in Stellarton, Nova Scotia (the "Stellarton Property").
Mooncor acquired the GOR pursuant to an agreement with East Coast Energy Inc. ("ECE"), a private company incorporated in Ontario, that shares one common director with Mooncor. ECE will acquire the rights to the Stellarton Property concurrently with this transaction. In consideration for Mooncor acquiring the GOR, Mooncor will lend ECE $325,000 pursuant to a 12% secured convertible debenture (the "Debenture") maturing on February 5, 2011 (the "Maturity Date"). The debenture will accrue interest at a rate of 12%, payable on the last day of each calendar quarter.
At the option of Mooncor, the Debenture plus accrued but unpaid interest thereon may be converted into units of ECE at a deemed price of $0.18 per unit at any time for that portion of the Debenture, including accrued interest, that remains outstanding from time to time. Each unit consists of one common share in the capital of ECE and one share purchase warrant exercisable for one additional common share in the capital of ECE at $0.25 per share. The exercise period of Mooncor's warrants expire on the earlier of (i) February 6, 2012, or(ii) on the Maturity Date in the event the shares of ECE are publicly listed on or before that date. The Debenture is redeemable at the option of ECE at any time in accordance with the provisions of the Debenture.
Mooncor has structured its participation in the Stellarton Property by way of both a 2% GOR on the Stellarton Property and a convertible debenture, to best manage its financial resources while leveraging the talent and resources of the management of ECE. Accordingly, the transaction provides Mooncor with the following benefits:(i) a 2% GOR in the Stellarton Property with no further capital commitments, (ii) the repayment of their $325,000 loan, (iii) a 12% return on their $325,000 investment, (iv) additional cash equal to $500,000 in the event ECE elects to repurchase from Mooncor 50% of its 2% GOR, (v) a $25,000 due diligence work fee, and (vi) provisions for oversight over ECE transactions.
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