Consummation of the transactions contemplated by the Master Agreement (the “Transactions”) is subject to various conditions, including, among others: (i) the approval of the Company’s shareholders of the Transactions and any other necessary actions related thereto; (ii) the absence of any law or order that makes illegal, enjoins or otherwise prohibits consummation of the Transactions, (iii) the receipt of applicable governmental and third party consents, if any, (iv) the accuracy of representations and warranties made by the Company and Royal Gold, respectively, and compliance with the Company and Royal Gold with their respective obligations under the Master Agreement, (v) the entry into a stability agreement and an estoppel agreement with the Native Village of Tetlin, a federally recognized Indian tribe, (vi) the assignment by the Company and its wholly owned subsidiary of the Tetlin Assets to the Joint Venture, (vii) the satisfaction by the Company of its obligations to its financial advisor relating to the Transactions and (viii) the payment by Royal Gold of (a) $5,000,000 to the Joint Venture pursuant to the Joint Venture Agreement and (b) $750,000 to the Company pursuant to the Master Agreement. Upon the consummation of the Transactions, the Tetlin Assets will be contributed to the Joint Venture, in which Royal Gold has the ability to obtain up to a 40% membership interest in exchange for aggregate contributions of up to $30,000,000. Pursuant to the terms of, and concurrently with the execution of, the Master Agreement, the Supporting Stockholders entered into a voting agreement with the Company and Royal Gold (the “Voting Agreement”) related to the shares of Common Stock owned by such Supporting Stockholder (the “Covered Shares”), pursuant to which the Supporting Stockholders, among other things, agreed to (i) appear at each meeting or otherwise cause their Covered Shares to be counted as present thereat for purposes of calculating a quorum, (ii) vote their Covered Shares in favor of the approval and adoption of the Transactions, (iii) vote their Covered Shares in favor of any proposal to adjourn a meeting of the stockholders of the Company to solicit additional proxies in favor of the approval and adoption of the Transactions, (iv) vote their Covered Shares against any Alternative Proposal (as defined in the Voting Agreement) and (v) vote their Covered Shares against any other action, agreement or transaction that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage, frustrate the purposes of or adversely affect the Transactions or the Joint Venture or the Voting Agreement or the performance by the Company of its obligations under the Master Agreement or the Supporting Stockholders under the Voting Agreement. Each Supporting Stockholder has irrevocably appointed Royal Gold as such Supporting Stockholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of such Supporting Stockholder, to vote all of such Supporting Stockholder’s Covered Shares as set forth above. As of September 29, 2014, the Supporting Stockholders beneficially owned a total of 1,514,982 shares of Common Stock, representing approximately 39.13% of all shares of Common Stock reported outstanding by the Company to the Reporting Person as of September 12, 2014. All additional securities of the Company (including all additional shares of Common Stock and all additional options to acquire shares of Common Stock) each Supporting Stockholder acquires until the termination of the Voting Agreement will also be subject to the terms of the Voting Agreement. The Voting Agreement will automatically terminate upon the earliest to occur of (i) the valid termination of the Master Agreement or (ii) the consummation of the Transactions. The Voting Agreement may also be terminated with respect to the applicable Supporting Stockholder by written consent of the Company, Royal Gold and such Supporting Stockholder. (d)– (e) Not applicable. (f) Refer to items (b)- (c) above. (g)- (j) Not applicable. |
(a) – (b) Prior to September 29, 2014, the Reporting Person was not a beneficial owner, for purposes of Rule 13d-3 under the Act, of any shares of Common Stock or any other securities exchangeable or convertible into shares of Common Stock. However, under the definition of “beneficial ownership” as set forth in Rule 13d-3 under the Act, as a result of entering into the Voting Agreement, the Reporting Person may be deemed to beneficially own 1,514,982 shares of Common Stock (with shared voting power) representing 39.13% of the total outstanding shares of Common Stock, 3,871,607 shares of Common Stock reported outstanding as of September 12, 2014 by the |
