GNCC Capital Inc (GNCP)

[Bigfootbud]

DANG! Sure wish I saw this a few days ago!!

GNCC CAPITAL, INC.
NOTICE OF POTENTIAL DEFAULT
LITHIUM AND URANIUM AGREEMENT
Made and entered into by and between:
AMERICAN LITHIUM MINERALS, INC.
AND
USA LITHIUM HOLDINGS CORPORATION
(A GNCC CAPITAL, INC. COMPANY)
FILED: MAY 18, 2022
IMPLEMENTATION:-
On March 15, 2022, GNCC Capital, Inc. (“GNCC”) entered into an Agreement with American
Lithium Minerals, Inc.
The transactions were effected by and between USA Lithium Holdings Corporation (“USAL”), a
wholly owned subsidiary company of GNCC Capital, Inc. and American Lithium Minerals, Inc.
(AMLM.PK) (“AMSL”).
The financing on a secured basis has been provided by Premier Futures, Inc. (“PFI”) which is a
wholly owned subsidiary Company of Premier Development & Investment, Inc. (PDIV.PK)
(“Premier”). Premier is the single largest shareholder of GNCC.
PFI is providing cash advances to USAL totaling no less than $1,375,000 in respect of this
transaction.
WARNING OF POTENTIAL DEFAULT:-
The financing Agreement entered into by and between PFI and USAL contained a number of loan
covenants. Once of which was if GNCC was to trade at a “No Bid” for a period of no less than 5
(Five) trading days. GNCC has now traded at a “No Bid” for 3 (Three Trading Days). Should this
exceed or equal to the aforesaid 5 (Five) trading days; GNCC is in breach of its Loan Covenants.
PFI has the option to:-
(a) Cancel the Loan Agreement between PFI and USAL; and
(b) PFI will exercise its rights to assume control of 100% of the issued shares of USAL; and
(c) GNCC did not guarantee the amounts advanced by PFI to USAL; rendering GNCC
harmless in the event of any such default.
IN THE EVENT OF A DEFAULT:-
Premier as the 100% shareholder of PFI will assume full control of the entire issued shares of
USAL and will continue to fund USAL; and
GNCC will no longer have any interests nor rights in and to USAL and will no longer have any
interests in the Lithium / Uranium business.
AMSL will accept this change of control of USAL subject to both Premier and PFI honoring the
terms of the Agreement made and entered into by and between AMSL and USAL. Mr. Blom will
remain as the Director charged with overseeing USAL business and exploration planning and
execution.
CONFLICT OF INTEREST NOTICE:-
The Directors of GNCC, PFI, Premier and of USAL are Mr. Ronald Yadin Lowenthal and Mr.
Nicolaas Edward (“Ted”) Blom. The representatives of the Controlling Shareholders of Premier
have unanimously resolved that in the event of any such default; that PFI immediately exercise its
rights under this breach of the Loan Covenants. They have directed the Directors of Premier to
immediately enact and enforce PFI’s legal rights and obligations; given that these aforesaid two
Directors have an obligation to enforce contractual Agreements and to protect the interests of the
shareholders of both Premier and those of GNCC.
It is noted that Premier remains the largest single shareholder of GNCC.
This “Notice of Potential Default” will only be any force or effect if GNCC fails returns to a “Bid”
in the OTC Markets by no later than close of trading on Friday May 20, 2022.
DATED: MAY 18, 2022

https://www.otcmarkets.com/otcapi/company/financial-report/333820/content