the PBC acquisition
1. Provide details of the transaction including the date, description and location of assets, if applicable, parties to and type of agreement (eg: sale, option, license, contract for Investor Relations Activities etc.) and relationship to the Issuer. The disclosure should be sufficiently complete to enable a reader to appreciate the significance of the transaction without reference to any other material: SPO acquired all of the issued and outstanding common shares of Premier Beverage Consortium, LLC (PBC) for US$1.00 and additional contingent consideration of 50% of the net consideration from: (i) the sale of any brands developed by PBC: (ii) the subsequent sale of PBC; and / or (iii) the sale of the PBC business or any portion thereof. Net consideration shall be the gross proceeds of sale less any capital injected to the PBC by SPO which has not been re-paid and all transaction expenses associated with such sale. In conjunction with the acquisition of PBC, Mr. Ron Miranda (RM), the previous sole owner of PBC, entered into a consulting agreement with PBC and SPO wherein he was granted 5,000,000 deferred share units of SPO with the following vesting schedule:(i) 30% at closing; (ii) 30% upon PBC reaching aggregate gross sales of US$10,000,000 within 36 months of closing; (iii) 20% upon PBC reaching aggregate gross sales of US$30,000,000 within 36 month of the closing; and (iv) 20% upon PBC reaching aggregate gross sales of US$60,000,000 within 36 months of closing. In the event of termination for cause or if RM terminates the consulting agreement, only such deferred share units as have then been vested shall be exercisable by RM. Otherwise, all of the above deferred share units shall immediately vest. In the event that the PBC sells any brands that is has developed to any arms length third party, all deferred share units not then vested shall fully and immediately vest on closing of such sale.
