RE: Bizzeell Loan Funding Conditions Precedent2 Oct 2020 12:41
Found some; "· Conditions to Completion: Completion of the subscription for the Conditional Convertible Notes by the Subscribers will be subject to a number of conditions first being met or satisfied or otherwise waived. These conditions are:
o Any approvals, consents, waivers, exemptions or declarations that are required by law, or by any Government Agency, to implement the transactions contemplated by the Convertible Note Subscription Agreement are granted, given, made or obtained on an unconditional basis
o The Company entering into binding contracts with reputable international companies so as to enable the Company (to the satisfaction of each Subscriber, acting reasonably) to conduct the intended drilling of the initial exploration well at the estimated cost of that drilling, being:
§ A contract for provision of a drilling rig with a reputable international rig company, on terms satisfactory to each Subscriber, providing access to the appropriate drilling rig at an acceptable cost, as needed for the task of conducting o the drilling; and
§ A contract for integrated well services for the drilling with a reputable international service company, on terms satisfactory to each Subscriber, providing access to the appropriate services needed for the task of conducting the drilling;
o The Subscribers being satisfied that the Company has sufficient funds in cash (but not including committed cash or cash subject to refund obligations) which, when aggregated with the subscription amount of the Conditional Convertible Notes, would be sufficient to fund the cost of the intended drilling operation in full and the operating costs of the Company until the end of June 2021;
o A convertible note trust deed being entered into between the Company and the convertible note trustee, on terms acceptable to the Subscribers;
o Appropriate security documents being entered into between the Company and the Subscribers and any other relevant parties, on terms acceptable to the Subscribers;
o The Company securing all necessary permits and approvals for the intended drilling operations from the Government of The Bahamas, including all necessary environmental permits, and the Company reaching agreement with the Government of The Bahamas and making payment in relation to licence fees payable for the remaining licence period to 31 December 2020, on terms satisfactory to the Subscribers;
o Each Subscriber obtaining all approvals (including of its investment committee) and satisfying all procedures it considers necessary in relation to the transactions contemplated by this agreement;
o Employment and executive retention arrangements between key executives nominated by the Subscribers and the Company being entered into or amended on terms satisfactory to each Subscriber (acting reasonably); and
o No breaches of warranty or material adverse events have occurred.
· Under the terms of the conditional agreement entered into on 21 August 2019, and repeate
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