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medchal

12/14/12 11:59 AM

#51419 RE: blowout #51417

"Drake has already invested in Parker ... as you know ...."  To the contrary, as I know because I did read the agreement, Drake has nothing "invested" in Parker.  Supposedly, Drake paid Parker $3,000 upon execution of the agreement, which I'm willing to assume happened.  That gave Drake a tiny percentage of the output of a putative future well.  Drake's share of the take is given by example in the agreement as follows:

$10,000 in Revenue
less $2,700 in Overriding Royalties
less $500 in Texas Oil tax
equal $6,800 in Net Revenues
less $2000 (20%) operating costs (estimated)
times 5% for Drake's revenue interest
equal $240 payable to Drake


That's $240 for $10,000 in production revenue.

There is no stock swap or purchase, and no lending between the two companies, until much later -- after Drake has provided funds to Parker as contemplated in the agreement.  It is characterized as a "joint venture", not a merger of any kind.

I also know from reading the agreement the initial obligation of Drake:

ARTICLE 3: INITIAL OBLIGATIONS OF DRAKE
Drake agrees to provide funding of $360,000 (Three Hundred Sixty Thousand Dollars) to Parker and will receive a prorated interest as funds are received by Parker.


That obligation is not conditional, and until Drake meets it, the joint venture is pretty much a moot point.

The agreement also states:

It is Parker's goal to become a public company. At such a time, after Drake is paid back the 1.5x ROI of the initial funding provided ($540,000 if the total $360,000 is provided), Drake has the option to purchase up to $540,000 (up to 1.5x of the initial funding) worth of Parker Technologies rule 144 common shares, at a 20% discount to the previous 2 weeks average closing price. This option expires 3 months after the last payment is made based on the 1.5x ROI or 3 months after Parker has become a public company, whichever is later. These shares would be subject to a leak out agreement In addition, Drake shall receive $100,000 (payable at the I month mark after becoming a public company) worth of Parker Technologies rule 144 common shares, at a 20% discount to the previous 2 weeks average closing price, this is assessed on the working interest that would have been received had Drake not been paid in full. These shares are also subject to a leak out agreement.


That is nothing but pie in the sky by-and-bye, the whole thing predicated on a "goal", which is undoubtedly predicated upon Drake's provision of funds to Parker.  Parker doesn't even have any Rule 144 common stock at present, nor is Parker's stock quoted anywhere:  It's a private company.  That is the only mention in the agreement of one company investing in the other.  Drake has no investment in Parker, nor Parker in Drake, as of now.  Perhaps you should read the agreement again, very carefully.