Stans Energy Files Material Change Reports
Toronto, Ontario (FSCwire) - Stans Energy Corp. ("Stans" or the "Company") announces it has filed material change reports today in respect of its two litigation funding / capital funding agreements previously announced June 8, 2015 and April 2, 2018.
These material change reports are filed at the request of Ontario Securities Commission (“OSC”) staff in connection with an OSC review. It is remedying a previous non-filing of a material change report in respect of the LFA and the CPA and its material terms.
In 2015 Stans entered into a litigation funding agreement (“LFA”) with a subsidiary of the Calunius Litigation Risk Fund 2 LP (“Initial Funder”). Calunius Capital LLP, is the exclusive investment advisor to the Funder which specializes in funding commercial litigation and arbitration claims. Calunius Capital LLP is authorized and regulated by the Financial Services Authority as an investment adviser. Under the terms of the LFA, the Initial Funder agreed to assist in the funding of Stans' legal costs and to provide funding towards ongoing corporate overhead costs, in relation to the international arbitration proceedings against the Republic of Kyrgyzstan (the "Respondent") on a non-recourse basis.
In March 2018 Stans entered into a further capital provision agreement (the “CPA”) with Gillham LLC and Lucille Investments LLC (“New Funders”), for the provisions of additional capital to assist in the funding of Stans' legal costs and to provide funding towards ongoing corporate overhead costs, in relation to the international arbitration proceedings against the Respondent on a non-recourse basis.
Stans will continue to have complete control over the conduct of the international arbitration proceedings, insofar as the proceedings relate to the Company's claims, and continues to have the right to settle with the parties, discontinue proceedings, pursue the proceedings to a final determination and take any action Stans considers appropriate to enforce judgement.
Stans has given certain warranties and covenants to the funders, including taking such action as the funders, their lawyers or agents may reasonably request to enable the funders to have knowledge about the conduct of the arbitration proceedings.
Each funder may terminate its agreements at any time if, among other things, Stans is in material breach of any of its warranties, it fails to comply with its obligation to provide the funder with information, it fails to conduct the arbitration proceedings with due care and diligence or it acts without the support of legal counsel's reasonable legal advice.
In consideration for the provision of arbitration financing, Stans has agreed to pay to the funders a portion of any final settlement of the arbitration claim against the Respondent. These fees shall only become payable upon a final settlement of the arbitration claim and the value of these fees is dependent upon a number of variables including the value of any settlement and the length of time taken to reach a settlement. Each agreement also provides that the amount of the fee to be paid shall not exceed the amount of the aggregate proceeds of the arbitration claim under any circumstances.
Details of the background to the Company’s dispute with the Respondent and spending can be found on an ongoing basis in the Company’s audited consolidated financial statements and management discussion and analysis which can be all found on www.sedar.com or on the Company’s website www.stansenergy.com.
Readers are also referred to the material change reports filed October 2, 2018.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
About Stans Energy
Stans Energy Corp. is a resource development company focused on advancing rare and specialty metals properties and processing technologies. Stans is now transitioning into a supplier of materials and technologies that will assist in satisfying the future energy supply, storage and transmission needs of the world. Previously, the Company acquired, among other things, the right to mine the past producing rare earth mine, Kutessay II, in the Kyrgyz Republic. Due to the expropriation actions taken by the Government of the Kyrgyz Republic, the Company is undertaking international arbitration litigation to protect the Company’s rights and recover damages estimated at over US$210,000,000, caused by the Republic.
We seek safe harbour.
Stan Energy Corp
Interim President & CEO
Chief Operating Officer
FORWARD LOOKING STATEMENTS: This document includes forward-looking statements as well as historical information. Forward-looking statements include, but are not limited to, use of proceeds from the respective Offering/Agreement, the completion of the respective Offering/Agreement, the continued advancement of the company's general business development, research development and the company's development of mineral exploration projects. When used in this press release, the words “will”, “shall”, "anticipate", "believe", "estimate", "expect", "intent", "may", "project", "plan", "should" and similar expressions may identify forward-looking statements. Although Stans Energy Corp. believes that their expectations reflected in these forward looking statements are reasonable, such statements involve risks and uncertainties and no assurance can be given that actual results will be consistent with these forward-looking statement. Important factors that could cause actual results to differ from these forward-looking statements include the potential that fluctuations in the marketplace for the sale of minerals, the inability to implement corporate strategies, the ability to obtain financing and other risks disclosed in our filings made with Canadian Securities Regulators.
To view the original release, please click here
Source: Stans Energy Corp. (TSX Venture:HRE, OTCQB:HREEF, FWB:S82)
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