Telix QSAM Inc (QSAM)

[Werbe]

Share Count as of 12/12/2018

Authorized Shares 100,000,000

Outstanding Shares 46,631,316

Restricted 29,261,120

Unrestricted 17,370,196

Market Cap 1,119,152

52-Wk Range
0.02 - 0.118

http://q2earth.com/

https://www.otcmarkets.com/stock/QPWR/profile

On November 9, 2018, the Company completed the following transactions:

The Company transferred the Stock Purchase Agreement (the “Purchase Agreement”) for the purchase of all the capital stock of George B. Wittmer Associates Inc. (“GBWA”) and a previously paid deposit thereunder to Earth Property Holdings LLC, a Delaware limited liability company (“Earth Property”), pursuant to a Transfer and Assignment Agreement (the “Transfer Agreement”).

In consideration for the transfer of the Purchase Agreement to Earth Property, the Company was issued 124,999 Class B Units in Earth Property (the “Class B Units”), equal to approximately 19.9% of the voting equity of that limited liability company at closing, and received reimbursement for $109,020 of expenses incurred in connection with the diligence of GBWA and per terms in the Purchase Agreement.

In connection with the Transfer Agreement, the Company also signed an eight-year Management Agreement to oversee and manage all of the daily operations of Earth Property (the “Management Agreement”) and GBWA. The Management Agreement provides a $200,000 per year fee to the Company and can be terminated by Earth Property upon payment of a severance payment equal to one-year of management fees.

Concurrently with the closing of the Transfer Agreement, Earth Property consummated a private offering in the amount of $4,400,000 for 500,000 of its Class A Units (the “Class A Units”) to one institutional investor (the “Class A Unit Offering”), equal at closing to approximately 80.1% of the voting equity of Earth Property. The Company’s CEO also participated in the Class A Unit Offering through the institutional investor. The Class A Units provide an 8% per annum preferred distribution, and liquidation preferences so that the Class A Unit holders will receive their preferred distribution and their capital account balance prior to any distributions to the Class B Unit holder.

In addition to our investment in Earth Property and the closing of the GBWA transaction, which we will manage and oversee moving forward, we currently have one letter of intent and one exclusivity agreement for the acquisition of compost manufacturing companies in Texas and Georgia. Management is in different stages of due diligence and definitive contract negotiation with these companies, with the intention of having at least one of these two companies in a position to close under acquisition in 2018. A previous letter of intent to acquire a second compost facility in Texas has been terminated after due diligence discovered that earnings were significantly below estimates provided to us; however, management expects to reengage negotiations with this company in the future if certain improvements to its operations are implemented.

On November 9, 2018, we transferred the Purchase Agreement to acquire GBWA to Earth Property Holdings LLC, a Delaware limited liability company (“Earth Property”), in return for approximately a 19.9% equity stake and an eight-year management agreement to run that entity and providing $200,000 per year in management fees. One institutional investor, in which our CEO participated, provided $4,400,000 in funding upon transfer of the agreement in return for 500,000 Class A Units equal to approximately 80.1% of the voting equity of the limited liability company.