ROI LAND INVESTMENTS LTD. (OTCMKTS:ROII) Files An 8-K Entry into a Material Definitive Agreement
ITEM 1.01 Entry into Material Definitive Agreement.
The Termination, General Release and Settlement Agreement (the
Settlement Agreement) among ROI Land Investments Ltd. (the
Company), the Companys subsidiaries and Dr. Sami Chaouch, entered
into on May 18, 2017, is described in Item 5.02 below.
ITEM 5.02 Departure of Directors or certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On May 18, 2017, Dr. Sami Chaouch, to the Settlement Agreement
referred to in Item 1.01 above, resigned as Chief Executive
Officer and as a member of the Board of Directors of ROI Land
Investments Ltd. (the Company). The resignation came as a result
of an impasse between the Board of Directors and Dr. Chaouch with
respect to the manner of running the Company. Mr. Martin Scholz,
who as reported in the Companys Form 8-K/A filed on May 9, 2017,
was appointed to the Board and named Executive Vice President on
April 18, 2017, was named Chief Executive Officer, replacing Dr.
Chaouch.
The Settlement Agreement provides, among other things, that Dr.
Chaouch surrender the 100,000 shares of the Companys Series A
Preferred Shares owned by him and terminate his existing
Consulting Agreement and any rights for past or future payments
thereunder and any other agreements with the Company and its
subsidiaries (or third parties relating to the Company) in
exchange for 1,000,000 shares of the Companys Series B Preferred
Shares and provision by the Company of a $5,000,000 three-year
term life insurance policy. The foregoing summary is qualified in
its entirety by reference to the text of the Settlement
Agreement, a copy of which is set forth as Exhibit 10.1 to this
Form 8-K and made a part hereof.
On May 22, 2017, Mr. Stphane Boivin, who as reported in the
Companys Form 8-K/A filed on May 9, 2017, is currently serving as
the Companys Project Manager, was named the Companys Chief
Operating Officer and appointed as a member of the Board of
Directors. Mr. Sebastien Cliche who was serving as the Companys
President and Chief Operating Officer and a member of the Board
of Directors will continue serving as the Companys President and
member of the Board of Directors.
Prior to joining the Company in 2017, Mr. Boivin was the Chief
Executive Officer of Nordica Developments, a real estate
development company, from February 2005. The Companys Form 8-K/A
filed on May 9, 2017 describes in more detail Mr. Boivins
experience.
Mr. Boivins compensation for serving as Chief Operating Officer
has not been determined and will be disclosed by amendment to
this Form 8-K, as provided in Instruction 2 of Instructions to
5.02, within four business days after it has been determined.
ITEM 9 Financial Statements and Exhibits
(d) Exhibits
| Exhibit | Description |
| 10.1 |
Termination, General Release and Settlement Agreement, dated May 18, 2017. |
About ROI LAND INVESTMENTS LTD. (OTCMKTS:ROII)
ROI Land Investments Ltd. is a land development company that owns and operates businesses in the land development industry. The Company’s business model consists of acquiring land free of zoning restrictions, obtaining the necessary permits, outsourcing developments of the infrastructure and profiting from the sale of the subdivided land units to established residential and commercial building developers. Its real estate projects in development include Beauport, Quebec City; Terrace, British Columbia; Kitimat, British Columbia; Louisette, France; Evans, Colorado, and Sobha Hartland, Dubai. It owns approximately three properties in Terrace. The Evans project features a mix of housing units, including single family homes, town homes, duplexes and condos. The Sobha Hartland project features three, eight-story buildings for a total of approximately 300 units. Each building offers Dubai residents with a range of housing options. ROI LAND INVESTMENTS LTD. (OTCMKTS:ROII) Recent Trading Information
ROI LAND INVESTMENTS LTD. (OTCMKTS:ROII) closed its last trading session 00.0000 at 0.0500 with 1,100 shares trading hands.