Would NMGL be entitled to cancel these transactions for any reason?
NMGL is entitled to cancel these transactions should they deem these transactions to be of reputational risk to themselves. The agreements provide for such termination by NMGL in the event of any litigation against Fortress or Western or any regulatory actions against Fortress. Damaging and libelous statements publicly leveled at NMGL, its Directors, Advisors and controlling stockholders could also trigger such termination. In the event of NMGL terminating these agreements, Fortress and Western have been advised by Searchlight Exploration, LLC that Searchlight Exploration, LLC would in likelihood exercise its rights and remedies to terminate its Agreements and reclaim all of the Bouse Gold, Inc. and South Copperstone, Inc. properties as it is legally entitled to do so.
Furthermore, Searchlight Exploration, LLC amended the critical terms of its agreements with Bouse Gold, Inc. and South Copperstone, Inc. to facilitate a sale of these properties by NMGL. These amendments by Searchlight Exploration were subject to both Bouse Gold, Inc. and South Copperstone, Inc. being owned by NMGL and that Fortress was no longer a direct stockholder in either corporation. If NMGL was to cancel this transaction for whatsoever reason with Western / Fortress, it would be in a position to do so up until the date that Fortress declared the dividend distribution of these NMGL Preferred Series “A” and Series “B” shares.