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intuitive3

12/27/21 6:06 PM

#58747 RE: Typhin #58744

Agreed!

intuitive3

12/27/21 6:12 PM

#58749 RE: Typhin #58744

Why would an agreement lack clarity on such an important point?!

DTGoody

12/28/21 11:24 AM

#58752 RE: Typhin #58744

My thoughts on the "preferential treatment to some common SOLI shareholders." This is only my opinion on this, and it may not even play out like this?

We know Charlie Scott holds most of the SOLI Restricted OS. The entire SOLI OS is 246,610,135 million shares which most are restricted. There are only 37 million shares of SOLI stock that is unrestricted. That is what most of us own. I believe we are that "certain designated SOLI shareholders"

I do not believe they want to issue any of us those preferred shares. I believe the 50 million common LFER shares will be more than enough to cover us who own the 37 million shares of unrestricted SOLI stock. This is why I believe we shall receive a 1 for 1 exchange. This will avoid any lawsuits.

Charlie Scott will be the one who will be issued those preferred shares with the conversion rate of 100 to 1. This keeps the share structure low for LFER and allows Charlie to maintain control of the company. This also allows Charlie to only cash out what he needs without ballooning the company share structure. They want NASDAQ and this is how they are going to achieve this goal by keeping the share structure low.

At Closing, in consideration for the purchase of the designated subsidiaries of SOLI , LFER will issue directly to SOLI shareholders, (i) 50,000,000 common shares of LFER to certain designated SOLI shareholders, (to be scheduled at and as part of Closing) on the basis of one LFER common share for each common share of SOLI outstanding at Closing (ii) to SOLI designated shareholders, (to be scheduled at and as part of Closing) one non-voting convertible preferred share of LFER for each 100 common shares of SOLI held by such designated shareholders of SOLI outstanding at Closing), with convertibility of the preferred shares to equal 100 shares of LFER common stock for each share of such preferred stock; with conversion occurring automatically when LFER’s Articles of Incorporation have been amended to authorize sufficient common shares; and, (iii) 4,000,000 shares of Series A voting preferred stock to the current majority shareholder of the Company as part of the consideration at Closing.