Current Report Filing (8-k)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported) January 29, 2015

 

SPECTRUMDNA, INC.

(Exact name of registrant as specified in its charter)

 

Commission file number 333-148883

 

Delaware		20-4880377
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

Chase Financial Center Suite 1017 Spokane, Washington		99201
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code: [phone]

 

2 Davis Drive, PO Box 13169, Research Triangle Park, NC 27709-3169

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

 

Effective as of January 29, 2015, (i) B. Bobby Bahram resigned as Director and Treasurer of SpectrumDNA, Inc. (the “Company”), (ii) Bakul Modi resigned as Director and Secretary of the Company, and (iii) Terrence J. Dunne resigned as Chief Financial Officer of the Company.

 

The vacancies on the Board of Directors resulting therefrom were filled by the appointment of Terrence J. Dunne and Dr. Phillip J. Cannon as Directors of the Company, effective immediately. As a result, the Board of Directors consists of three members, Parrish B. Ketchmark, Terrence J. Dunne and Dr. Philip J. Cannon. In addition, Michael Hooper was appointed as Secretary and Treasurer of the Company, and Parrish B. Ketchmark, the Company’s President, was appointed as interim Chief Financial Officer, effective immediately.

 

Set forth below are brief accounts of the business experience during the past five years of each director and officer of the Company:

 

PARRISH B. KETCHMARK, age 49, has been President, Chief Executive Officer and a Director of the Company since April 2012, and is one of five founding members of RTP Capital Associates, an angel investment network, serving as President and a Director from January 2010 through December 2011. In addition, Mr. Ketchmark serves as Chairman and CEO of Parrish Brian Partners, Inc., a seed and early stage investment firm that he started in 1997, which seeks to foster the development and growth of start-up technology and execution driven businesses, and includes an investment portfolio of both actively managed and passive investments in both public and private equity.

 

TERRENCE J. DUNNE, age 66, is a business consultant with over 20 years of experience primarily focused on business acquisitions and corporate reorganizations. Since 1978, he has operated Terrence J. Dunne & Associates, a sole proprietorship which provides bookkeeping, income tax return preparation and business consulting services for small businesses. Mr. Dunne currently serves as both a Director and President of Amazing Energy Oil and Gas, Co., positions which he has held since 2006 and December 2009 respectively. Mr. Dunne received a degree in Business Administration from Gonzaga University in 1970. He received his Masters Degree in Business Administration in 1975 from Gonzaga University. In addition, he received a Masters Degree in Taxation from Gonzaga University in 1984. Mr. Dunne is a former adjunct professor in the School of Business Administration of Gonzaga University, teaching courses in corporate mergers, acquisitions and reorganizations.

 

PHILLIP J. CANNON, Ph.D., age 74, is an exploration geologist with more than 45 years of professional experience in geology and remote sensing applications. Since 1983, Dr. Cannon has been doing research projects and exploration mapping with remote sensing data out of Tecumseh, Oklahoma. Dr. Cannon’s professional activities have included private consulting activities in Africa, Alaska, Australia, Canada, Indonesia, Mexico, Russia, South America, and the United States. Most of this work has been structural mapping and analysis. Since 1972, Dr. Cannon has applied his “multilevel approach for thematic mapping” to the solution of geologic research problems and the generation of petroleum and mineral prospects. From 1974 to 1984, Dr. Cannon lived in Fairbanks, Alaska while teaching at the University of Alaska and doing extensive field work in nearly 90% of the state. He worked for the USGS Astrogeology Center in Flagstaff, Arizona, from 1967 to 1972. As a geologist for the Astrogeology Center, Dr. Cannon was a mapper of Apollo landing sites and the principal investigator for the NASA/USGS Mill Creek, Remote Sensing Test Site in South Central Oklahoma. From 1969 to 1972, Jan was a member of the NASA Remote Sensing Applications Program which helped design the LANDSAT Satellite series. Dr. Cannon received a BS and MS degrees in Geology and Chemistry from the University of Oklahoma and a Ph.D. in Geology from the University of Arizona.

 

MICHAEL HOOPER, age 63, has been a self-employed accountant in Spokane, Washington for the past 24 years specializing in tax, litigation support and accounting for small business operations. Mr. Hooper holds a Bachelor’s degree in Professional Accounting from Eastern Washington University, Cheney, Washington.

 

None of the directors and officers has any family relationships with any of the Company’s directors or executive officers, or any person nominated or chosen by the Company to become a director or executive officer. Dr. Cannon is the father of Philip Kib Cannon, the managing member of each of Cannon Resources, Cannon Holdings and Bik Air (see Item 8.01 below).

 

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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

Pursuant to a Certificate of Amendment to Certificate of Incorporation of the Company filed with the State of Delaware and effective as of January 30, 2015, the Company increased the number of its authorized shares of common stock, par value $0.001 per share, from 250,000,000 to 1,500,000,000 while maintaining the number of authorized shares of preferred stock, par value $0.001 per share, at 10,000,000 (the “Capitalization Amendment”).

 

The Capitalization Amendment was approved by the Board of Directors and by the holders of shares representing a majority of the Company’s voting securities which holders have given their written consent to such action. On January 29, 2015, the Company received written consents to the foregoing action from stockholders holding in the aggregate 40,084,010 shares of the Company’s common stock (52.9% of the outstanding common stock which are the Company’s only outstanding voting securities). Under Delaware corporation law, the consent of the holders of a majority of the voting power is effective as stockholders’ approval.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

See Item 5.03.

 

Item 8.01 Other Events.

 

On January 30, 2015, the Company entered into a non-binding Letter of Intent (the “Letter of Intent”) to acquire all of the ownership interests of each of Cannon Resources, LLC, an Alaska limited liability company (“Cannon Resources”), Cannon Resources Holdings, LLC, an Alaska limited liability company (“Cannon Holdings”) (Cannon Resources and Cannon Holdings are collectively referred to as “Cannon”), and Bik Air, LLC, an Alaska limited liability company (“Bik Air”), in exchange for which the Company will issue an aggregate of 450,000,000 shares of common stock as follows: (i) 300,000,000 shares of common stock to the equity owners of Cannon Resources, (ii) 100,000,000 shares of common stock to the equity owners of Cannon Holdings, and (iii) 50,000,000 shares of common stock to the equity owners of Bik Air.

 

Cannon is a gold producing placer mining operation located in the north-central Alaska Range, approximately 50 air miles south of Fairbanks, in the Bonnifield Mining District. Cannon holds 173 State of Alaska mining claims covering 8,720 acres, and since initiating production during the 2011 mining season, Cannon has produced 12,479 troy ounces of gold, with production costs ranging from $450-$670 a troy ounce. Bik Air owns two Cessna aircraft, a 182A Skylane seating four persons and a 206 Cessna seating six persons. The two aircraft are utilized for general transportation purposes.

 

The Letter of Intent provides that the consummation of the transaction will be subject to a number of conditions including, but not limited to, the execution of an acquisition agreement; completion of due diligence by the parties of each other; Cannon obtaining audited and such other financial statements as the parties deem necessary for filing with the Securities and Exchange Commission; there being no more than 336,000,000 shares of common stock issued or outstanding or issuable upon exercise or conversion of outstanding securities of the Company, or other rights to acquire shares of common stock of the Company excluding securities issued after the date of the Letter of Intent in connection with a capital raising transaction as described in the Letter of Intent; and, the parties entering into certain agreements described in the Letter of Intent relating to certain matters involving Cannon’s mining claims. The parties intend to execute a binding definitive acquisition agreement within 30 days. There can be no assurance that any such acquisition agreement will be executed, or if executed, that a closing will occur.

 

Other than in respect of the Letter of Intent, there is no material relationship between the Company and its affiliates and Cannon.

 

The foregoing description of the Letter of Intent is qualified in its entirety by the full text of such document which is filed as Exhibit 99.1 to this report and incorporated by reference into this Item 8.01.

 

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Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description
3.1*		Certificate of Amendment filed with the Secretary of State of Delaware on January 30, 2015
99.1*		Letter of Intent dated as of January 30, 2015

_____________ 

* Filed herewith.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. 

 

	SPECTRUMDNA, INC.
	(Registrant)
Dated: February 4, 2015	By:	/s/ Parrish B. Ketchmark
		Parrish B. Ketchmark
		President and Chief Executive Officer

 

 

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EXHIBIT 3.1

 

Certificate of Amendment

 

of

 

Certificate of Incorporation

 

of

 

SpectrumDNA, Inc.

__________________________________________________

 

SpectrumDNA, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware, hereby certifies on this 30^th day of January, 2015, that:

 

FIRST: The total number of shares of capital stock which the Corporation is authorized to issue is 260,000,000 of which 250,000,000 shares with a par value of $0.001 each shall be Common Stock and of which 10,000,000 shares with a par value of $0.001 each shall be Preferred Stock.

 

SECOND: Article Fourth of the Certificate of Incorporation be and it hereby is amended to read in its entirety as follows:

 

“FOURTH: The total number of shares of capital stock which the Corporation is authorized to issue is 1,510,000,000 of which 1,500,000,000 shares with a par value of $0.001 each shall be Common Stock and of which 10,000,000 shares with a par value of $0.001 each shall be Preferred Stock. The Board of Directors of the Corporation is authorized to the full extent now or hereafter permitted by the laws of the State of Delaware to provide for the issuance from time to time in one or more series of any number of shares of Preferred Stock, and, by filing a certificate pursuant to the Delaware General Corporation Law, to establish the number of shares to be included in each such series, and to fix the designations, powers, preferences, and rights, and the qualifications, limitations and restrictions of each such series.”

 

THIRD: The amendment was authorized by the unanimous written consent of the Board of Directors followed by written consent of the stockholders being given in accordance with Sections 228 and 242 of the General Corporation Law of the State of Delaware.

 

IN WITNESS WHEREOF, this Certificate of Amendment of the Certificate of Incorporation of SpectrumDNA, Inc. has been executed by Parrish B. Ketchmark, President of the Corporation, as of the date first written above.

 

 

	SpectrumDNA, Inc.
	By:	/s/ Parrish B. Ketchmark
	Name:	Parrish B. Ketchmark
	Title:	President

 

EXHIBIT 99.1

 

SPECTRUMDNA, INC.

Chase Financial Center

Suite 1017

Spokane, WA 99201

 

January 29, 2015

 

Cannon Resources, LLC 

Bik Air, LLC 

Cannon Resources Holdings, LLC 

3863 Spinach Creek Road 

Fairbanks, Alaska 99709

 

GS&C Alaska, LLC 

GS&C Gold King, LLC 

HB&R Alaska, LLC 

4880 S. Lewis Avenue 

Suite 200 

Tulsa, Oklahoma 74105

 

Re:

Letter of Intent

  

Gentlemen:

 

This letter confirms our understanding of the mutual present intentions of SpectrumDNA, Inc., a Delaware corporation (“SPXA”), Cannon Resources, LLC, an Alaska limited liability company (“Cannon Resources”), Bik Air, LLC, an Alaska limited liability company (“Bik”), Cannon Resources Holdings, LLC, an Alaska limited liability company (“Cannon Holdings”), GS&C Alaska, LLC, an Oklahoma limited liability company (“GSCA”), GS&C Gold King, LLC, an Oklahoma limited liability company (“GSCGK”), and HB&R Alaska, LLC, an Oklahoma limited liability company (“HBRA”), with respect to the principal terms and conditions under which all of the outstanding ownership interests of each of Cannon Resources, Bik and Cannon Holdings will be exchanged for shares of common stock of SPXA. Such transaction is hereinafter referred to as the “Transaction.”

 

The parties hereto acknowledge that this letter does not contain all matters upon which an agreement must be reached in order for the Transaction to be consummated. Further, among other conditions specified herein or otherwise agreed to by the parties, the obligations of the parties hereto to consummate the Transaction are subject to the negotiation and execution of the Acquisition Agreement referred to in paragraph 3 below. Accordingly, this letter is intended solely as a basis for further discussion and is not intended to be and does not constitute a legally binding agreement; provided, however,that the provisions set forth in paragraphs 7, 8, 9, 10, 11, 12, 13, 14, 15, 16 and 17 below and this paragraph shall be binding upon the parties hereto and shall survive the termination hereof.

 

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1. Purchase of Stock. At the closing (the “Closing”), subject to the satisfaction of all conditions precedent contained in the Acquisition Agreement, SPXA, through a wholly-owned subsidiary of SPXA to be formed in order to effect the Transaction (the “Acquiring Subsidiary”), will acquire from the holders of the outstanding ownership interests (the “Equity Holders”) of Cannon Resources, Bik and Cannon Holdings, and the Equity Holders will sell to SPXA or the Acquiring Subsidiary, all of the outstanding ownership interests of Cannon Resources, Bik and Cannon Holdings, free and clear of any liens, charges, restrictions or encumbrances thereon (collectively, the “Ownership Interests”). It is understood that the Transaction is expected to be structured as a tax-free reorganization. Notwithstanding the foregoing, the parties will jointly determine the optimum structure for the Transaction in order to best satisfy tax planning, regulatory and other considerations.

 

2. Purchase Price. The purchase price for the Ownership Interests will be an aggregate of 450,000,000 shares of Common Stock of SPXA, which will be allocated as follows: (i) 300,000,000 shares of Common Stock to the Equity Owners of Cannon Resources, (ii) 50,000,000 shares of Common Stock to the Equity Owners of Bik, and (iii) 100,000,000 shares of Common Stock to the Equity Owners of Cannon Holdings.

 

3. Definitive Agreement. The parties hereby agree to use reasonable diligence to commence good faith negotiations in order to execute and deliver a definitive acquisition agreement relating to the Transaction (the “Acquisition Agreement”) acceptable to the parties hereto as soon as reasonably practicable. All terms and conditions concerning the Transaction shall be stated in the Acquisition Agreement, including without limitation, representations, warranties, covenants and indemnities that are usual and customary in a transaction of this nature as such may be mutually agreed upon between the parties. Subject to the satisfaction of all conditions precedent contained in the Acquisition Agreement, the Closing will take place as soon as reasonably practicable as contemplated therein.

 

4. Representations and Warranties. The Acquisition Agreement will contain representations and warranties customary to transactions of this type, including without limitation, representations and warranties as to the following:

 

(a) The accuracy and completeness of the financial statements furnished to each other;

 

(b) Disclosure of all the contracts, commitments and liabilities, direct or contingent;

 

(c) The suitability, ownership and absence of liens, claims and other adverse interests with respect to the Equity Holders’ ownership of the Ownership Interests;

 

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(d) The absence of a material adverse change in the condition (financial or otherwise), business, properties, assets or prospects of each of SPXA, Cannon Resources, Bik and Cannon Holdings;

 

(e) The absence of pending or threatened material litigation, investigations or other matters affecting the Transaction; and

 

(f) The due incorporation, organization, valid existence, good standing and capitalization of each of SPXA, Cannon Resources, Bik and Cannon Holdings.

 

5. Conditions to Consummation of the Transaction. The respective obligations of the parties with respect to the Transaction shall be subject to satisfaction of conditions customary to transactions of this type, including without limitation, the following:

 

(a) Execution of the Acquisition Agreement by the parties;

 

(b) Each of the representations and warranties made by the parties in the Acquisition Agreement shall be true and correct in all material respects as of the Closing as if made on such date;

 

(c) No order, statute, rule, regulation, executive order, injunction, stay, decree, judgment or restraining order shall have been enacted, entered, promulgated or enforced by any court or governmental or regulatory authority or instrumentality which prohibits the consummation of the Transaction;

 

(d) All consents, approvals, waivers or amendments pursuant to all contracts, licenses, permits, trademarks and other intangibles in connection with the Transaction, or for the continued operation of Cannon Resources, Bik and Cannon Holdings after the Closing on the basis as then presently operated shall have been obtained;

 

(e) The absence of a material adverse change in the condition (financial or otherwise), business, properties, assets or prospects of either SPXA, on the one hand, or Cannon Resources, Bik and Cannon Holdings, on the other hand;

 

(f) Absence of pending or threatened litigation, investigations or other matters affecting either SPXA, on the one hand, or Cannon Resources, Bik and Cannon Holdings, on the other hand;

 

(g) Completion by each of SPXA, on the one hand, and Cannon Resources, Bik and Cannon Holdings, on the other hand, to their respective sole satisfaction, of a due diligence investigation of each other;

 

(h) Cannon Resources, Bik and Cannon Holdings having obtained audited and such other financial statements as the parties deem necessary for filing with the Securities and Exchange Commission in accordance with such appropriate rules and regulations governing the filing of reports under the Securities Exchange Act of 1934;

 

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(i) Immediately prior to Closing, there will be no more than 336,000,000 shares of Common Stock of SPXA issued and outstanding or issuable upon exercise or conversion of outstanding securities of SPXA, or other rights to acquire shares of Common Stock of SPXA, excluding any securities issued after the date hereof in connection with the Capital Raising Transaction (defined below);

 

(j) The Board of Directors of each of SPXA and the Acquiring Subsidiary shall consist of five members, effective at Closing, as follows: Parrish B. Ketchmark, Terrence J. Dunne, Philip Jan Cannon, Kib Cannon and another nominee as the parties shall agree prior thereto;

 

(k) The executive officers of the Acquiring Subsidiary, effective at Closing, shall be: Kib Cannon – Chairman and President; Parrish B. Ketchmark – Interim CFO; and Michael Hooper – Secretary and Treasurer;

 

(l) Cannon Holdings (and SPXA or the Acquiring Subsidiary) will have executed and delivered to GSCGK, on terms acceptable to the parties, an Amended and Restated Promissory Note (“GSCGK Note”) secured by an Amended and Restated Deed of Trust (“GSCGK Deed of Trust”) evidencing a first lien and security interest against the Gold King Creek Mining Claims held by Cannon Holdings, and by the Guaranty Agreements of Philip Kib Cannon and Noel Cannon (the “GSCGK Guaranties”). The Amended and Restated Promissory Note and the Amended and Restated Deed of Trust will be in the original principal amount of $3,050,000.00, with all previously accrued interest forgiven and a principal repayment to be made at the closing of the Transaction in the amount of $300,000.00. Except for the GSCGK Note, GSCGK Deed of Trust, GSCGK Guaranties, the HBRA NPRI and HBRA Deed of Trust (described below), and the representations, warranties and covenants of Cannon Resources set forth in Sections 2.01 and 2.04 of the Confidential Settlement Agreement, GSCGK, GSCA and HBRA will release and discharge Cannon Resources, Cannon Holdings, Bik, Philip Kib Cannon and Noel Cannon of and from all other unpaid debts and obligations including those described in the Confidential Settlement Agreement dated as of November 18, 2013;

 

(m) Cannon Holdings (and SPXA or the Acquiring Subsidiary) and HBRA will have entered into, on terms acceptable to the parties, an Amended and Restated Agreement to Share Proceeds and Assignment (“HBRA NPRI”) and an Amended and Restated Deed of Trust securing the HBRA NPRI (“HBRA Deed of Trust”), whereby HBRA will continue to retain and be assigned a 10% non-participating royalty interest covering each of the Fault Zone Mining Claims and the lands within the Fault Zone Area. The obligation to pay Shared Proceeds with respect to Capital Transactions (as defined in the original Agreement to Share Proceeds and Assignment) shall be canceled and terminated. The Pledge Agreements securing the HBRA NPRI shall also be canceled and terminated.

 

(n) SPXA or the Acquiring Subsidiary will have entered into other supporting documentation deemed reasonably necessary in connection with condition set forth in (l) above and will have assumed all vendor debts of Cannon Resources, Cannon Holdings and Bik, including those owing to NC Machinery, with regard to the Gold King Creek Mining Claims held by Cannon Holdings, and Michael L. Graves will have been released from any and all personal guaranties and liens securing any such debts and obligations including those owing to NC Machinery, and SPXA or the Acquiring Subsidiary shall indemnify and hold Michael L. Graves harmless against all liability, loss, cost and expense related thereto; and

 

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(o) GSCA and Cannon Holdings (and SPXA or the Acquiring Subsidiary) shall have entered into an AMI Agreement whereby: GSCA shall retain exclusive rights to explore, stake, mine and produce from all lands located west of the western boundary of the Gold King Creek Area and from all lands located east of the eastern boundary of the Bonnifield Creek Area; and Cannon Holdings shall retain exclusive rights to explore, stake, mine and produce from all lands located within the boundaries of the Gold King Creek Area and the Bonnifield Creek Area. The AMI Agreement shall also provide for timely and confidential delivery to GSCA of all production and exploration data generated with respect to activities within the Gold King Creek Area and the Bonnifield Creek Area and a tag along right in favor of GSCA whereby GSCA may elect to include its mining claims in the AMI area any subsequent sale of the Gold King Creek Mining Claims and/or Bonnifield Mining Claims. The AMI Agreement shall also provide that Philip Kib Cannon will each year timely complete all annual work and file all required annual affidavits and certificates to maintain GSCA’s mining claims within the AMI area.

 

6. Capital Raising Transaction. The parties acknowledge that prior to and subsequent to the Closing, SPXA intends to raise up to $4,000,000 in equity financing (the “Capital Raising Transaction”) by the private offer and sale of shares of Common Stock and Warrants to acquire additional shares of Common Stock, with it being understood that completion of the Capital Raising Transaction shall not be a condition of Closing. Among other things, proceeds of the Capital Raising Transaction are expected to be used as follows: 

 

 

Airport Equipment Rentals
NC Machinery	$284,579.87
NC Machinery Note	$412,000.00
Everts (prior season fuel)	$342,881.88
GS&C Alaska, LLC	$300,000.00
Shane Holmberg	$15,000.00
(executed release agreement received)
Jack Dunshie	$15,000.00
(executed release agreement received)
Additional Debt service (plus reserve)
2015 Mining Season

  

7. Access. Each of the parties hereto will give the other party hereto, and such other party’s representatives, full access to any of its personnel and all of its properties, documents, contracts, books, records and operations relating to its business.

 

8. Conduct of Business. During the period from the date hereof until this letter is either superseded by the Acquisition Agreement or terminated pursuant to paragraph 13, each of SPXA, Cannon Resources, Bik and Cannon Holdings shall conduct its respective business in the ordinary course, consistent with the present conduct of its business and previous practices, with no dividend or stock distributions.

 

9. Expenses. Each of the parties shall pay all of its expenses incident to this letter, the Acquisition Agreement and consummation of the transactions contemplated hereby and thereby.

 

10. Confidentiality. Each of the parties hereto agrees that it will not use, or permit the use of, any of the information relating to SPXA, Cannon Resources, Bik and Cannon Holdings, respectively furnished to each other in connection with this letter, the Acquisition Agreement or the Transaction (“Confidential Information”), except publicly available or freely usable material as otherwise obtained from another source, in a manner or for a purpose detrimental to the other party or otherwise than in connection with this letter, the Acquisition Agreement and the transactions contemplated hereby and thereby. None of the parties hereto will, and the each will cause its respective directors, officers, employees, agents and representatives not to, disclose, divulge, provide or make accessible any of the Confidential Information to any person or entity, other than their responsible officers, employees, advisors or attorneys or otherwise as required by law or regulation.

 

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11. Disclosure. Without the prior written consent of the other party hereto, neither party hereto will, and each party hereto will cause its directors, officers, employees, agents, other representatives and affiliates not to, disclose to any person the fact that discussions or negotiations are taking place concerning the transactions contemplated hereby, the status thereof, or the existence of this letter and the terms thereof, unless in the opinion of such party disclosure is required to be made under the Securities Act of 1933 or the Securities Exchange Act of 1934, and such disclosure is made after prior consultation with the other party. Neither party will issue any public announcement concerning the transaction without the approval of the other party, except as may be required by law.

 

12. Standstill. During the period from the date hereof until this letter is either superseded by the Acquisition Agreement or terminated pursuant to paragraph 13, none of the parties will, and each will cause its respective directors, officers, employees, agents and representatives not to, solicit offers or have discussion with any third parties with reference to a similar transaction as contemplated herein.

 

13. Termination. Upon the earlier of (a) the mutual written agreement of the parties hereto or (b) the failure by the parties hereto to execute and deliver the Acquisition Agreement on or before thirty (30) days from the date hereof, this letter shall terminate and the parties shall be released from all liabilities and obligations with respect to the subject matter hereof, except as provided in the second paragraph of page 1 of this letter.

 

14. Governing Law. This letter will be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice-of-law principles.

 

15. Amendment. This letter may not be amended or modified except by a writing signed by all of the parties. 

  

16. Construction. This letter has been freely and fairly negotiated among the parties. If an ambiguity or question of intent or interpretation arises, this letter will be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favoring or disfavoring any party because of the authorship of any provision of this letter.

 

17. Counterparts. This letter may be executed in one or more counterparts, each of which, when so executed, shall constitute an original and all of which shall constitute one instrument and be deemed effective on the date this letter is fully executed by the Parties. The counterparts may be delivered by facsimile transmission or by electronic mail in portable document format (.pdf).

 

If the foregoing meets with your approval and is acceptable to you, kindly execute and return this letter to us, whereupon this letter shall be effective, in accordance with its terms, as of the date last signed below.

 

[SIGNATURE PAGE FOLLOWS]

 

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[SIGNATURE PAGE TO LETTER OF INTENT]

 

 

	Very truly yours,
	SPECTRUMDNA, INC.
	By:	/s/ Parrish B. Ketchmark
	Name:	Parrish B. Ketchmark
	Title:	President

  

ACCEPTED AND AGREED:
CANNON RESOURCES, LLC
By:	/s/ Philip Kib Cannon		Dated: 1/30/2015
Name:	Philip Kib Cannon
Title:	Manager

   

BIK AIR, LLC
By:	/s/ Philip Kib Cannon		Dated: 1/30/2015
Name:	Philip Kib Cannon
Title:	Manager

  

CANNON RESOURCES HOLDINGS, LLC
By:	/s/ Philip Kib Cannon		Dated: 1/30/2015
Name:	Philip Kib Cannon
Title:	Manager

  

GS&C ALASKA, LLC
By:	HB&R Alaska, its Manager
By:	/s/ Michael L. Graves		Dated: 1/30/2015
Name:	Michael L. Graves
Title:	Manager

  

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GS&C GOLD KING, LLC
By: HB&R Alaska, its Manager
By:	/s/ Michael L. Graves		Dated: 1/30/2015
Name:	Michael L. Graves
Title:	Manager
HB&R ALASKA, LLC
By:	/s/ Michael L. Graves		Dated: 1/30/2015
Name:	Michael L. Graves
Title:	Manager

 

 

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