Wow...talk about breach of confidentiality, JC won't CC w/Jeff on this as it breaks confidentiality...
yet he sends it out to people not affiliated with QASP or Mineseeker:
e-Mail from JC to Kendrick
From: Joe Canouse [mailto:joe@thinkpinkllc.com]
Sent: Wednesday, June 01, 2011 6:38 PM
To: 'Mark Dorey'; 'Mike Kendrick'
Subject: Emailing: MSLOIQASPTRSI
GENTLEMEN PLEASE EXCUSE ALL CAPS
HERE IS A BRIEF OUTLINE OF THE DEAL AS INTENDED
BEFORE I GO THROUGH A FORMAL MERGER AGREEMENT WHICH WILL CONTAIN ALL KINDS OF COVENANTS AND REPS I WANTED TO SPELL OUT THE MEAT AND POTATOES
QASP EQUITY INVESTMENT AFTER 4MM TOTAL WILL ONLY BE 9% VS. 51% NO BOARD REP OR AFFILIATE PROBLEMS TOTAL CONTROL AND HIGER PERCENTAGES OF OWNERSHIP FOR ALL TO SHARE COMPARED TO PREVIOUS AGREEMENT FREEDOM TO RAISE MONIES FROM OTHER COMPANIES
NOTES WILL CONVERT BUT THE PREFERREDS GIVE YOU CONTROL UNTIL TRIGGERED
PLEASE SHARE WITH ED AND GIVE ME YOUR FEEDBACK
SPOKE TO JEFF D. ABOUT AND WAS GOING TO CC HIM, BUT I THINK IT MAY
VIOLATE THE EARLIER CONFIDENTIAL AGREEMENT IN ORIGINAL INVESTMENT AGREEMENT SO FEEL FREE TO SHARE WITH HIM
Your message is ready to be sent with the following file or link
attachments:
MSLOIQASPTRSI
PARTIES
MINESEEKERS OVERSEAS OPERATIONS LTD. (MOOL)
TROPHY RESOURCES INC (TRSI)
QUASAR AEROSPACE (QASP)
WHEREIN MOOL DESIRES TO GO PUBLIC AND TRSI IS A PUBLIC COMPANY LOOKING FOR A MERGER CANDIDATE THE TWO WILL AGREE TO MERGE UNDER THE FOLLOWING TERMS IN GENERAL.
TRSI WILL ISSUE TO MOOL ITS PRINCIPALS AND ASSIGNS A CLASS OF PREFERRED SHARES CONVERTIBLE INTO 61% OF THE COMPANY AT THE TIME OF CONVERSION AND THE SERIES B VOTING SHARES.
WHEREAS QASP HAS MADE PREVIOUS INVESTMENTS INTO MOOL OF APPROXIMATELY $1.75MM AS AN EQUITY INVESTMENT BUT HAD NOT COMPLETED A $4MM INVESTMENT PER PREVIOUS AGREEMENT; THE TWO PARTIES HEREBY AGREE TO AMEND THE INVESTMENT SO THAT ALL PREVIOUS INVESTMENTS WILL BE CONSIDERED A NOTE CONVERTIBLE AT FACE VALUE AND BEARING INTEREST AT SEVEN PERCENT (7%) AS OF THE DATE OF A FORMAL AGREEMENT OR THE ACTUAL INVESTMENT SUBJEC TO LEGAL COUNSEL AMENDING THE PRIOR INVESTMENT,
AND PREFERRED SHARES EQUALING NINE PERCENT (9%) WITH THE SAME RIGHTS AND PREFERENCES OF THOSE ISSUED TO MOOL.
IN ADDITION, QASP WILL BY EXCHANGE ISSUE AN ADDITIONAL $2MM OF SHARES IN INCREMENTS TO MOOL TO HONOR THEIR PREVIOUS COMMITMENT SUBJECT TO A FAIRNESS HEARING AND UNDER A SECTION 3(A)(10) EXEMPTION IN EXCHANGE FOR CONVERTIBLE NOTES WHICH WILL CONVERT AT 15% DISCOUNT TO THE MARKET AT THE TIME OF CONVERSION OR THE MARKET PRICE UPON EXECUTION OF THE NOTE AND BEARING SEVEN PERCENT (7%)
QASP WILL IN NO CIRCUMSTANCES BE CONSIDERED AN AFFILIATE, OFFICER, DIRECTOR OF THE COMPANY OR HAVE THE RIGHT TO CLAIM SO UNLESS APPOINTED OR ELECTED BY THE COMPANY.
THE OWNER OF THE CONTROL BLOCK OF THE SHARES WILL BE ISSUED AS ADDITIONAL CONSIDERATION 2.5% OF THE PREFERRED SHARES, RESULTING IN PREFERRED SHARES TOTALLING 72.5%
Unbelievable...Con-ouse is offered 4% of MS for nothing...he rejects that but is willing to pay $2.3MILLION to get 9%. How much were you willing to dilute Joey boy...as you like to tell everyone, the market cap of QASP is nowhere close to that... how many shares were you planning to sell!
Wednesdays conference call is sure going to be interesting! Let the frenzy begin...
