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11/09/15 10:05 PM

#3872 RE: High Stakes Gamble #3867

~Hard to Say 100% Whats Happening: "8-K Material Event Filed with the SEC", has Specific Language. (Most Rely on Others for Interpretation, from the looks?)

(A). Its a Total Ruse, just to Sell Shares.
(Trading & Past, Indicates Its very possible)...

(B). "Definitive Agreement" is being "Negotiated" Based off the original "Term Sheet", language.

Its Difficult to fathom "Atmos Global LLC", who is Already on the EPA's Website & Vendor List I located for the GoldKing Mine Environmental Cleanup (CO) and Already in Preparation for Full EPA Approval and Application: Would be Involved in a Scheme/Fraud with WSGP to Even Consider Jeopardizing the Above. (Not Even Factoring in, the "Billion Dollar Corps" they've already formulated relationships with, US & Abroad)

All In All, Its the OTC and Anythingg Is Possible.
This One, Based on Everything Doesn't Add Up..


SEC 8-K
TERM SHEET

MASTER EQUITY PURCHASEAGREEMENT

CompanyAtmosphere Global LLC, (the “Company”).  InvestorWSGP [Western graphite Inc.]  TermsTwo Phase Acquisition of Company equity; Company holds exclusive license Agreement for a Green Biodegradable Cleaning solution technology.  Consideration Phase One an aggregate of 20% of the equity of the public company shall be granted to Company and an advisory board seat in consideration for Class B Memberships Units equal to 52% of the Company. The Company and WSGP will sign a redemption agreement pursuant to which the Company will be able to redeem all of the Membership Units purchased by WSGP in Phase One for the cost of all the equity the Company received in WSGP in Phase One. WSGP will be restricted from selling, transferring or encumbering the AG equity received as part of Phase One. AG can trigger a redemption at any time if there is a material adverse change in the business or  operations of WSGP.  Consideration Phase TwoWSGP will execute a Subscription Agreement with Atmosphere Global, LLC. for the purchase of Class B Membership Interest equal to 12% of the Company (on a fully diluted basis determined prior to Phase One such that WSGP has 12% of the Company after the Phase One redemption is triggered) in consideration of $1.5M funded in 4 tranches, each purchasing 3% of the Company and each installment is equal and shall be paid as follows: (i) $375,000 of which $75,000 will be funded within to meet the most urgent operating and business development expenses and $300,000 within the latest of 6 months or the up-listing into a national exchange; (ii)  $375,000  within  3 months of the first payment, (iii) an additional $375,000 within 3 months of the second payment and finally, (iv) $375,000 upon AGI obtaining the EPAapprovals for the use of the technology.

Additional Costs/Fees    WSGP Attorney’s, will draft all the documents set forth below and    will receive legal fees not to exceed $25,500.  All legal fees for  WSGP attorneys to be paid by WSGP. AG legalcounsel to receive $5,000 for review and negotiation of all documentation.  AG will pay legal fees from proceeds of the first tranche funding.  DocumentationThe   definitive   documentation   shall contain such  additional provisions, including without limitation representations, warranties, covenants, agreements and remedies, as the investor may reasonably request. Documents may include some or all of the following
 

 -Equity Purchase Agreement for Phase One - Equity Purchase Agreement for Phase Two Subscription Agreement -Board Resolutions -RedemptionAgreement

  
ConfidentialityThe Company and all of their controlpersons, agree that it will not disclose, and will not include in any public announcement, the name of the investor, unless expressly agreed to by the investor or unless and until such disclosure is required by law or applicable regulation, and then only to the extent of such requirement.  Legal Fees and ExpensesWSGP shall bear the legal expenses  respect  to  the  proposed financing, which shall not exceed $25,500.  Governing Law andNew York law and New York Courts (New YorkCounty). Jurisdiction  Closing DateOn or about October 30, 2015. This term sheet expires at 5:00 pm New York City time, on November 4, 2015

This proposed preliminary term sheet constitutes an indication of interest for discussion purposes and preparation of definitive agreements only. These terms are likely to change based on the share structure, debt, and other matters associated with Atmosphere Global, LLC. This is not a binding until and unless definitive agreements are executed by the parties.


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RonGA58

11/10/15 8:35 AM

#3874 RE: High Stakes Gamble #3867

I agree and see the same thing across the resources and mining stocks.