The principal commercial terms of the Joint Venture are as follows:
Probe and Reliant have an initial 51% interest and a 49% interest, respectively, in the Joint Venture;
Probe made a cash payment of $200,000 and issued 100,000 common shares of Probe to Reliant upon the execution of the Joint Venture agreement;
Probe is responsible for maintaining the Property in good standing until the date (the "Joint Funding Date") which is the earlier of (i) the completion of a bankable feasibility study with respect to the Property; and (ii) March 12, 2019;
Probe is responsible for funding 100% of the Joint Venture until the Joint Funding Date;
On delivery of a positive bankable feasibility study with respect to the Property by Probe to Reliant on or prior to March 12, 2019, Probe will earn an additional 24% interest in the Joint Venture increasing its interest to 75% and, thereafter, Probe and Reliant will be responsible for the costs of maintaining the Property in good standing and funding the Joint Venture as to 75% and 25%, respectively; and if a positive bankable feasibility study with respect to the Property is not delivered by Probe to Reliant on or prior to March 12, 2019, the interests of the parties in the Joint Venture will be fixed at 51% and a 49% for Probe and Reliant, respectively, and, thereafter, the parties will be responsible for the costs of maintaining the Property in good standing and funding the Joint Venture in those percentages.
The Joint Venture was entered into as a variation to the existing relationship between Probe and Reliant with respect to the Property under an option agreement made effective as of the 12th day of March, 2012 pursuant to which Probe had an option to acquire up to a 70% interest in the Property.
