Attached files
| file | filename |
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| 8-K - Magnum dOr Resources Inc | v169879_8k.htm |
| EX-10.1 - Magnum dOr Resources Inc | v169879_ex10-1.htm |
| EX-10.6 - Magnum dOr Resources Inc | v169879_ex10-6.htm |
| EX-10.3 - Magnum dOr Resources Inc | v169879_ex10-3.htm |
| EX-10.5 - Magnum dOr Resources Inc | v169879_ex10-5.htm |
| EX-10.4 - Magnum dOr Resources Inc | v169879_ex10-4.htm |
| EX-10.8 - Magnum dOr Resources Inc | v169879_ex10-8.htm |
| EX-10.2 - Magnum dOr Resources Inc | v169879_ex10-2.htm |
| EX-10.7 - Magnum dOr Resources Inc | v169879_ex10-7.htm |
Magnum
D’Or Resources (MDOR) Executes a Securities Purchase Agreement that Provides
$3.5mm in Convertible Debt Financing
HUDSON,
Colo., Dec. 22 /PRNewswire-FirstCall/ — Magnum D'Or Resources, Inc. (OTC
Bulletin Board: MDOR ) (the “Company”), a next generation rubber recycling
solutions company, announced today that the Company entered into a definitive
purchase agreement on December 21, 2009, with institutional investors to place
Senior Secured Convertible Notes due December 2010 totaling $3.5 million in
gross proceeds before fees and expenses. The closing is expected to
take place on or about December 23, 2009, subject to the satisfaction of
customary closing conditions. The net proceeds of the financing will
be used for general corporate purposes including purchasing of machines and
equipment to produce recycled fine rubber powders, site work, and some working
capital.
The Notes
will bear interest at an annual rate of 9% payable quarterly in, at the
Company’s option, cash or, subject to the satisfaction of certain customary
conditions, registered shares of Company common stock, and the Notes will be
convertible into shares of the Company’s common stock at a conversion price of
$1.21 (the “Conversion Price”). MDOR will also issue (1) Series A
warrants to purchase 2,169,422 shares of the Company’s common stock in the
aggregate with an exercise price of $1.21 per share that will be exercisable for
five years from the date of issuance, (2) Series B Warrants to purchase
2,892,562 shares of the Company’s common stock in the aggregate with an exercise
price of $1.21 per share that will be exercisable for one year from the date of
issuance, and (3) Series C warrants to purchase 2,169,422 shares of the
Company’s common stock in the aggregate with an exercise price of $1.21 per
share that will be exercisable for five years from the date of
issuance. The Series C warrants are only exercisable in
the same proportion that the Series B warrants are exercised. The
Notes and each of such warrants contain full-ratchet and other customary
anti-dilution protections.
Beginning
April 1, 2010, the Notes will amortize in ten equal monthly
installments. The amortization payments can be made in, at the
Company’s option, either cash or, subject to the satisfaction of certain
customary conditions, registered shares of common stock. If the
Company elects to pay in cash, then the Company will make a payment equal to
110% of the pro-rata principal amount of the Note being repaid. If
payment is made in stock, stock will be issued at a price per share equal to the
lesser of (i) the Conversion Price and (ii) the price which shall be computed as
85% of the quotient of (I) the sum of each of the five (5) lowest Trading Day
VWAPs of the Common Stock during the twenty (20) consecutive Trading Day period
immediately preceding the applicable installment date divided by (II) five
(5).
The
Company and its subsidiaries will also enter into a Security Agreement (the
“Security Agreement”) to secure payment and performance of the Company’s
obligations under the Notes pursuant to which the Company and its subsidiaries
granted the investors a security interest in all of their respective
property. Each subsidiary of the Company will also guarantee all of
the Company’s obligations under the Notes.
The
Company will be required to file a registration statement within 45 days of the
closing date and will use its reasonable best efforts to cause the registration
statement to be declared effective within 90 days of the closing date and 120
days in the event the SEC reviews the registration statement.
Chardan
Capital Markets, LLC acted as exclusive placement agent for this
transaction.
The
Company claims an exemption from the registration requirements of the Act for
the private placement of these securities pursuant to Section 4(2) of the
Securities Act of 1933 and/or Regulation D promulgated thereunder since, among
other things, the transaction did not involve a public offering, each investor
was an accredited investor and/or qualified institutional buyer, each investor
had access to information about the Company and their investment, each investor
took the securities for investment and not resale, and the Company took
appropriate measures to restrict the transfer of the securities.
About MDOR: Magnum's
positioned to become a global leader in rubber recycling solutions by utilizing
proprietary "Green" technology that provides a one-of-a-kind resolution to all
of the challenges in eliminating stockpiles of rubber scrap & tires
worldwide. Through its partner SRI (http://www.srielastomers.com),
Magnum controls exclusive rights to a variety of Next Generation technologies
& patents that could potentially revolutionize the rubber recycling industry
Worldwide. Magnum/SRI are currently using these technologies to produce next
generation custom compounds, retread compounds, processing aids, advanced
state-of-the-art equipment, and reactivated ambient/cryogenic rubber powders for
the global market. Magnum/SRI premium compounds can be substituted in high
specification compound applications with no appreciable loss in properties or
performance, thus adding a substantial & meaningful reduction in raw
material cost for clients without compromising product performance and
quality.
Magnum's Quebec
facility is 98,000+ sq. ft. and currently produces rubber buffing,
nuggets, and crumb from recycled scrap tires. Company holds over $130 Million
USD in open contracts.
Magnum's Colorado
facility consists of 120 acres of commercially zoned land, buildings,
equipment, and inventory of roughly 30 to 40 million tires. The facility is one
of the largest tire landfills in the world.
Magnum Engineering
International ('MEI'): is a wholly owned subsidiary of Magnum
specializing in developing turnkey recycling plants and complete environmental
& economical 'Green' solutions.
Magnum/SRI
Independent Test Results from Rubber Research Institute of Malaysia Mark
Historic Event for the Rubber Industry: http://magnumresources.net/investors/565,
http://magnumresources.net/news/607.
Safe
Harbor Statement under the Private Securities Litigation Reform Act of
1995
Statements
contained in this document that are not historical fact are forward-looking
statements based upon management's current expectations that are subject to
risks and uncertainties that could cause actual results to differ materially
from those set forth in or implied by forward-looking statements. The results
anticipated by any or all of these forward-looking statements may not occur. The
company is not required to update its forward-looking statements.
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Contact:
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Magnum
D'Or Resources, Inc.,
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Fort
Lauderdale, FL
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1-954-315-3883
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www.magnumresources.net
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mdor@magnumresources.net
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Green
Tech International Advisors
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Corporate
and Human Relations
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1-561-674-2169
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www.greentechinternationaladvisors.com
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info@greentechinternationaladvisors.com
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