COMM 393 Chapter : Case Brief - Black Swan Gold Mines Ltd. V. Goldbelt Resources Ltd. (1995).docx
Document Summary
Comptoir is a company rich with resources (copper, silver, etc. Blackswan enters into k to purchase 99. 5% of comptoir"s shares in exchange for. Goldbelt also enters into k with comptoir with promise to raise . 5million. Blackswan and goldbelt find out about each other but are able to settle outside of court. In the settlement agreement, blackswan agrees to give goldbelt 99. 5% shares of. Comptoir in exchange for ,000 and 31. 6% ownership of goldbelt. The agreement includes a top-up formula which states that if gb sells shares or anything convertible to shares, then bs is entitled to that number of shares to maintain its 31. 6%. Later, gb enters into loan agreement with pegasus convertible to shares. Bs says this triggers the top-up formula & wants shares now. Gb says they will give shares if & when pegasus converts. Gb says no obligation to pay shares now because two top-up formulas are linked &
