"These rights were assigned to CUU. CUU can assign the rights as long as it holds 10% of the company. But, assigning the rights to someone else does not end the contract. We are specifically looking at ending the contract without completion and not a failure to perform because that is breach. If Salizar was still here he would have to hold an insider position and still would not be free of the contract."
I guess I am now gettng confused at what you are trying to get at. What do you mean "ending the contract without completion"? Didn't we already complete the project by delivering the Positive Feasibility Study? And, why would we want to end the contract? I thought the idea to invest in CUU is for the buy-in/buyout from Teck which, hopefully, we are just a few weeks away from that outcome.
In addiion, paragraph 12.1 below, does IMO, end the contract between CUU and Teck. If Teck does not elect a backin/backout by June 4, 2013 (end of 120 days), CUU can sell its 100% ownership of Schaft Creek to another major. New legal documents would then be drawn, releasing Teck and the Option Agreement from CUU, upon giving 1% of CUU shares or $1M cash to Teck, while transferring the Liard shares to CUU.
In the possible scenario of Teck backing in, and CUU not being interested in pursueing a JV with Teck, then Teck, IMO would draw up new legal documents between them and a new JV. Teck and their new JV will then draw up new Agreements with applicable, present day terms and conditions, releasing CUU of all liabilities, etc.
Sorry if I'm being deft here, WG. Please help me understand what I am missing. Thanks.
12.1 Except in accordance with this section and sunject to Teck Cominco committing the whole of the Property (or any portion thereof) on Salazar's behalf as security for required financing pursuant to Sect. 8.3(c), Salazar shall not transfer, convey, assign, mortage or grant an option in the Property or its rights under this Agreement. If Salazar wishes to sell its interest in the Property or to assign its rights under this Agreement, Teck Cominco shall have the right of first refusal, which shall expire if the Back-in Right expires without being exercised.
