Item 1.01 - Entry into a Material Definitive Agreement
Omnibus Agreement
On September 6, 2018, (the “Effective Date”), Oroplata Resources, Inc. (the “Company”) entered into an Omnibus Agreement
(the “Omnibus Agreement”) with Tangiers Investment Group, LLC, a Delaware limited liability Company (“Tangiers”), whereby the Company and Tangiers agreed to amend certain promissory notes dated February 16, 2017 and July 25, 2018 (collectively, the “Notes”) and to cancel those certain share purchase agreements issued to Tangiers by Craig Alford (the “Share Purchase Agreements”) among other agreements. Some of the terms and conditions of the Omnibus Agreement are as follows:
The Maturity Date (as defined in the Notes) of the Notes was extended until June 30, 2019. In exchange for this extension, the Company agreed to issue to Tangiers five year warrants to purchase 2,000,000 shares of the Company’s common stock at an exercise price of $0.10 per share.
The Notes were amended to permit the prepayment of the Notes prior to the Maturity Date upon an equity raise of $2,000,000 at a premium to the then outstanding principal amount of the Notes plus interest and subject to certain terms and conditions.
Tangiers has agreed not to convert any amount on the Notes which is the greater of $100,000 or more than 20% of the total dollar trading volume in the last twenty trading days in any thirty day period. Tangiers also agreed not to convert any of the outstanding principal of the Notes or any warrants previously issued to it until October 6, 2018 (the “Lock-up”). In exchange for the Lock-up, the Company issued to Tangiers warrants to purchase 250,000 shares with an exercise price of $0.15 per share.
Tangiers agreed to return the certain shares previously issued in conjunction with the Share Purchase Agreements to the Company for cancellation. Upon such cancellation, the Company shall issue to Tangiers five (5) year warrants to purchase 3,600,000 shares of the Company’s common stock at an exercise price of $0.01 per share.
Tangiers agreed to waive all currently outstanding conditions of default and associated default remedies associated with the Notes as of September 5, 2018, if any.
The foregoing description of the Omnibus Agreement is qualified in its entirety by reference to the full text of the Omnibus Agreement, which is included as an exhibit to this Current Report on Form 8-K and is incorporated by reference.
Claims Purchase
On August 29, 2018 the Company purchased from 3PL Operating, Inc., a Nevada corporation, 1,000 additional mining claims (the “New Claims”) in exchange for 1,000,000 shares of the Company’s common stock. The new claims cover 20,000 acres and quadruple the Company’s current footprint to a total of 26,000 acres and are contiguous to the Company’s existing land holdings and active exploration area within the Company’s Railroad Valley, Nevada lithium exploration project. All Bureau of Land Management fees relating to the New Claims have been paid through August 2019.