Daybreak Oil & Gas4 Mar 2022 14:08
Entry into a Material Definitive Agreement.
On February 22, 2022, Daybreak Oil and Gas, Inc. (OCT PINK:DBRM), a Washington corporation (“Daybreak” or the “Company”), entered into an amendment (the “Amendment”) with Gaelic Resources Ltd., a private company incorporated in the Isle of Man and the 100% owner of Reabold (“Gaelic”), to amend the Equity Exchange Agreement (the “Exchange Agreement”) dated as of October 20, 2021 by and between Daybreak, Reabold California LLC, a California limited liability company (“Reabold”), and Gaelic. Pursuant to the Amendment, effective February 14, 2022, Daybreak and Gaelic agreed to amend the “Long-Stop Date” set forth in the Exchange Agreement from February 14, 2022 to April 29, 2022 (the “Long-Stop Date”). As part of the Amendment, Daybreak acknowledges that in order to carry out certain operational activities in advance of the completion of the Exchange Agreement, Reabold may borrow up to US$250,000 from its parent company, Reabold Resources PLC and that this money will be repaid in full to Reabold Resources PLC, by Daybreak, as soon as is practicably possible following the completion of the Exchange Agreement. If the Exchange Agreement has not been completed by the amended Long-Stop Date, Daybreak agrees to compensate Gaelic through the payment of a break fee, in the amount of US$500,000, to be paid in Daybreak common stock shares (the “Break Fee Shares”) priced according to the VWAP calculated over the five trading days prior to and including the Long-Stop Date, with payment (to be satisfied by the issuance of the Break Fee Shares) made as soon as practicably possible after the amended Long-Stop Date has expired. However, if the Exchange Agreement is completed after an agreed upon date after April 29, 2022, then 50% of the Break Fee Shares issued to Gaelic will be applied in part satisfaction of the number of the Parent Shares that are due to Gaelic under the Exchange Agreement. Further, Gaelic consented to the Company selling a convertible promissory note to a Private Investor (the “purchaser”) in the amount of US$200,000 (the “Convertible Note”).
Sign In
Follow the stocks
