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Solid retains RDF Capital Management Inc. to provide financial advisory services and grants stock options

EDMONTON, Feb. 6 /CNW/ - Solid Resources Ltd. ("Solid" or the "Company") announced today that it ...

articleRegenx Tech CorpFebruary 6, 20083/company/regenx-tech-corp/news/solid-retains-rdf-capital-management-inc-to-provide-financial-advisory-services-and-grants-stock-options
Solid retains RDF Capital Management Inc. to provide financial advisory services and grants stock options

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[{"type":"text","content":"\n\n\n\nEDMONTON, Feb. 6 /CNW/ - Solid Resources Ltd. ("Solid" or the "Company")\nannounced today that it has obtained approval from the TSX Venture Exchange to\nenter into a Consulting Agreement with RDF Capital Management Inc. ("RDF\nCapital") under which RDF Capital will provide corporate and financial\nadvisory services to the Company. The Consulting Agreement has a three (3)\nmonth term and is subject to renewal upon the mutual agreement of the parties.\n\n\nPursuant to the terms of the Consulting Agreement, RDF Capital is to\nreceive 7% of the transaction value of any financing transaction which it\narranges (and 1.5% of the value of any financing transaction otherwise\narranged during its engagement) and 4.5% of the transaction value of any M&A\ntransaction which it arranges (and 1.5% of the value of any M&A transaction\notherwise arranged during its engagement). In addition to the foregoing, RDF\nCapital is to receive common share purchase warrants: (a) equal to 7% of the\nnumber of common shares issued in an equity financing transaction, (b) with an\naggregate subscription price equal to 7% of the proceeds in a debt financing\ntransaction, and (c) with an aggregate subscription price equal to 4.5% of the\nproceeds in a M&A transaction. RDF Capital is only entitled to be compensated\nwith respect to non-related party transactions.\n\n\nEntering into the Consulting Agreement constitutes a related party\ntransaction within the meaning of applicable securities laws, as RDF Capital\nis a company controlled by R. Derek Frost who is currently a director of\nSolid. An independent committee of the Board was struck to negotiate the terms\nof the Consulting Agreement, which was approved by the Board subject to the\napproval of the TSX Venture Exchange.\n\n\nThe Board of Directors has determined to specifically commission RDF\nCapital as agent, on a non-exclusive basis, to perform general corporate\nfinancial advisory services as the Company may reasonably request and as\nappropriate in the circumstances, including for the principal purpose of\nidentifying, contacting and negotiating with potential sources of financing\nand/or other strategic third parties.\n\n\nThe Board has determined to retain RDF Capital for this purpose primarily\nfor the following reasons:\n\n\n a) the protracted peri...

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