Reference / Source:
Dated 24 DEC 2021
Notice of Annual General Meeting and Explanatory Memorandum
Red Cloud’s remuneration comes in two parts:
- The Red Cloud Option Agreement, and;
- The Red Cloud Services Agreement.
The Red Cloud Options Agreement was entered into at the same time as the Red Cloud Services Agreement.
The Red Cloud Option Agreement
“On 24 May 2021, the Company issued to Red Cloud Financial Services Inc. (Red Cloud) 1,500,000 options to subscribe for fully paid ordinary shares in the Company exercisable at $0.30, expiring on 24 May 2023”
“The Red Cloud Options shall vest and be exercisable immediately.”
“…shareholder approval has not already been obtained.”
“The Company does not intend to apply for listing of the Red Cloud Options on the ASX.”
The Red Cloud Services Agreement
“Under the Red Cloud Services Agreement, Red Cloud provides various marketing and similar advisory services to the Company including the marketing of targeted potential investors, organising roadshows and introducing the Company to investors.
The Red Cloud Services Agreement provides for Red Cloud to receive the following fees:
• a marketing fee of $10,000 per month;
• a commission of 6% of the gross proceeds of any equity offering involving a party identified by Red Cloud, as well as options equal to 4% of the number of securities sold to the identified party at a 50% premium to the offer price of such securities, exercisable within 2 years of the date of issue; and
• a break fee in the event a transaction - other than an equity securities offering - involving a party identified by Red Cloud is announced during the term of the Red Cloud Services Agreement or within a period of 6 months thereafter. The fee is a percentage of the transaction value and the minimum fee is $75,000.”
And get this…
“The Company indemnifies Red Cloud and its directors, officers and agents from all expenses, losses suffered by Red Cloud arising from the performance of its professional services under the Red Cloud Services Agreement.”
