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Yukon
Territory, Canada
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1-31593
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Not
Applicable
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(State
or other jurisdiction of incorporation or organization)
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(Commission
File
Number)
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(I.R.S.
Employer Identification Number)
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5655
South Yosemite Street, Suite 200
Greenwood
Village, Colorado
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80111-3220
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(Address
of principal executive offices)
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(Zip
Code)
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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| · |
Maturity:
The Debentures will mature on February 23,
2009.
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| · |
Interest
Payments:
The Debentures will accrue interest at the rate of 12% per annum
for the
first year following the closing and 18% thereafter, and will be
payable
in cash on the first anniversary of the closing date and on the maturity
date.
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| · |
Conversion:
The Debentures are convertible into the Issuer’s common shares at the
election of the holder at US$0.50 per common share at any time prior
to
the maturity of the Debenture.
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| · |
Forced
Conversion:
The
Issuer will have the option to force conversion of the Debentures
under
the following circumstances: (1) at any time after September 24,
2007 and
prior to the maturity date if the 20-day weighted average trading
price of
our common shares equals or exceeds US$0.90 (if the Issuer forces
conversion in this circumstance prior to the first anniversary of
the
issuance of the Debentures, the Issuer will be required to
pay interest for the full first year after which no further
payments will be required; if the Issuer forces conversion after
the one
year anniversary, there will be no additional payment beyond the
normal
course interest amount outstanding) and (2) in the event of a change
of
control of the Issuer.
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| · |
Payment
at Maturity:
Prior to maturity, the holder will have the option to convert the
debentures into common shares of the Issuer at a price of US$0.50
per
share (subject to adjustment upon
the occurrence of stock splits, stock dividends and similar
events).
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| · |
Events
of Default:
If
there is an event of default under the Debentures, 100% of the principal
amount of the notes, plus accrued and unpaid interest, if any,
automatically becomes due and payable. Events of default include
(i)
default in our obligation to pay when due principal, interest or
any other
amount payable under the convertible debentures, (ii) certain events
of
bankruptcy, insolvency or reorganization with respect to us or any
of our
subsidiaries, and (iii) if the Issuer or any of its subsidiaries
takes any
corporate proceedings for dissolution, liquidation or
amalgamation.
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| (d) |
Exhibits
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Exhibit
Number
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Description
of Document
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Form
of Agency Agreement between the Issuer and Regent Securities Capital
Corporation.
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||
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Form
of Agency Agreement between the Issuer and Shoreline Pacific
LLC.
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||
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Form
of Subscription Agreement between the Issuer and each of the purchasers.
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||
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Form
of Debenture.
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||
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Form
of Purchase Warrant.
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||
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Form
of Compensation Warrant.
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||
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Form
of Registration Rights Agreement between the Issuer and each of
the
purchasers.
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Exhibit
Number
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Description
of Document
|
|
Form
of Agency Agreement between the Issuer and Regent Securities Capital
Corporation.
|
||
|
Form
of Agency Agreement between the Issuer and Shoreline Pacific
LLC.
|
||
|
Form
of Subscription Agreement between the Issuer and each of the purchasers.
|
||
|
Form
of Debenture.
|
||
|
Form
of Purchase Warrant.
|
||
|
Form
of Compensation Warrant.
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||
|
Form
of Registration Rights Agreement between the Issuer and each of
the
purchasers.
|