Item 4. Ownership:
| (a) | The Reporting Person may be deemed to have beneficially owned 4,426,519 shares of Common Stock through its ownership of Pallas Holdings, LLC. The Reporting Person is a member of Pallas Holdings, LLC. |
In addition, the sole trustee of the Reporting Person is Perian Salviola, who also beneficially owns 4,426,519 shares of Common Stock through her ownership of Pallas Holdings, LLC. As trustee, Perian Salviola has sole voting and dispositive power in the shares owned by the Trust but has no pecuniary or other economic interest in the trust or such shares and disclaims beneficial ownership of the shares owned by the Reporting Person. 50% of all shares described below are beneficially owned by Perian Salviola and 50% are owned by the Trust. Perian Salviola is filing her own Schedule 13G reporting ownership of the 4,426,519 shares beneficially owned by her and the 4,426,519 shares owned by the Reporting Person.
The shares owned by the Reporting Person were issued in connection with the sale to a subsidiary of the Issuer by Pallas Holdings, LLC of Viking Acquisition Group, LLC and Pallas Highwall Mining LLC of Viking Prep Plant, LLC.
In the Viking Acquisition transaction, as part of the consideration, the Issuer issued a convertible note in the original principal amount of $15,000,000 and for which 1,110,198 shares were issued representing $7,375,000 of principal amount. The Reporting Person beneficially owns 555,099 or 50% of such shares. An additional 591,479 shares were issued with respect to the $1,500,000 principal payment due on December 31, 2013 and accrued interest as of December 31, 2013. The Reporting Person beneficially owns 295,739 or 50% of such shares. As of the date of this filing, such note has an outstanding principal amount of $6,000,000, for which the Issuer has the option of paying the four remaining $1,500,000 quarterly principal payments in cash or shares. Such shares have not been included in the amounts listed on Row 9 above. The acquisition agreement also provides for a true-up of the proceeds from such shares, but the amount cannot be calculated until such time as all shares issued as consideration of the purchase price have been sold. The final payment on the note is due on December 31, 2014.
In the Viking Prep Plant transaction, as part of the consideration, the Issuer issued a convertible note in the original principal amount of $24,000,000 and for which 5,154,640 shares were issued representing $10,000,000 of principal amount. The Reporting Person beneficially owns 2,577,320 or 50% of such shares. An additional 1,996,721 shares were issued with respect to the $2,800,000 principal payment due on December 31, 2013 and accrued interest as of December 31, 2013. The Reporting Person beneficially owns 998,360 or 50% of such shares. As of the date of this filing, such note has an outstanding principal amount of $11,200,000, for which the Issuer has the option of paying the four remaining $2,800,000 quarterly principal payments in cash or shares. Such shares have not been included in the amounts listed on Row 9 above. The acquisition agreement also includes a true-up of the proceeds from such shares, but the amount cannot be calculated until such time as all shares issued as consideration of the purchase price have been sold. The final payment on the note is due on December 31, 2014.
The shares to be issued with respect to the $2,800,000 principal payment due on February 28, 2014 will be placed in escrow and are intended to be used to pay liabilities of Viking Acquisition Group, LLC and Viking Prep Plant, LLC that are required to be paid off by the seller under the acquisition agreements and for which the Issuer has been indemnified. If any of such shares remain in escrow after payment of such liabilities, they shall be transferred 50% to the Reporting Person and 50% to the Trust. The Reporting Person disclaims any beneficial ownership in any shares that may be issued to the Trust.
| (b) | Percent of class of Common Stock beneficially owned by the Reporting Persons: 9.16% |
| (c) | Number of shares of Common Stock to which each Reporting Person has: |
| | (i) | sole power to vote or to direct the vote: |
See Item 5 of cover page, which is incorporated herein by reference.
| | (ii) | shared power to vote or to direct the vote: |
See Item 6 of cover page, which is incorporated herein by reference.
| | (iii) | sole power to dispose or to direct the disposition of: |
See Item 7 of cover page, which is incorporated herein by reference.
| | (iv) | shared power to dispose or to direct the disposition of: |
See Item 8 of cover page, which is incorporated herein by reference.
