Unassociated Document

0001144204-11-061479.txt : 20111104 0001144204-11-061479.hdr.sgml : 20111104 20111104172646 ACCESSION NUMBER: 0001144204-11-061479 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20111023 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20111104 DATE AS OF CHANGE: 20111104 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Propell Corporation. CENTRAL INDEX KEY: 0001434110 STANDARD INDUSTRIAL CLASSIFICATION: COATING, ENGRAVING & ALLIED SERVICES [3470] IRS NUMBER: 261856569 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-53488 FILM NUMBER: 111182220 BUSINESS ADDRESS: STREET 1: 336 BON AIR CENTER STREET 2: NO. 352 CITY: GREENBRAE STATE: CA ZIP: 94904 BUSINESS PHONE: 415-747-8775 MAIL ADDRESS: STREET 1: 336 BON AIR CENTER STREET 2: NO. 352 CITY: GREENBRAE STATE: CA ZIP: 94904 8-K 1 v239235_8k.htm FORM 8-K Unassociated Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________

FORM 8-K

______________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 23, 2011

______________

PROPELL CORPORATION

(Exact name of registrant as specified in its charter)

______________

Delaware	000-53488	26-1856569
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

305 San Anselmo Avenue, Suite 300

San Anselmo, CA 94960

(Address of Principal Executive Office) (Zip Code)

(415) 747-8775

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry Into a Material Definitive Agreement

On October 23, 2011, Propell Corporation, a Delaware corporation (the “Company”), issued to Tripod Group, LLC (“Tripod”) convertible redeemable promissory notes in the principal amounts of: (i) $150,000 (the “$150,000 Note”) and (ii) $50,000 (the “$50,000 Note”); the $150,000 Note and the $50,000 Note being collectively referred to as the “Notes”. The $150,000 Note and the $50,000 Note, together with all accrued interest, are due and payable on October 23, 2013 and October 23, 2012, respectively, and bear interest at a rate of 6% per annum, payable in shares of the Company’s common stock. The principal amount of the Notes is convertible at any time after April 23, 2012, at the option of Tripod, at a conversion price), subject to adjustment as set forth in the Notes, equal to 65% of the lowest closing bid price of the Company’s common stock on the five trading days preceding the notice of conversion (including the day upon which a notice of conversion is received by the Company. The conversion price may also be adjusted downward if, within three business days of receipt of a notice of conversion, the common stock has a closing bid price which is five percent (5%) or lower than the price set forth in the notice of conversion. The Company shall have the right, at any time, to redeem the Notes in whole and pay to Tripod 125% of the then unpaid principal amount of the Notes.

In connection with the issuance of the $150,000 Note, Tripod issued to the Company a note in the principal amount of $150,000 (the “Tripod Note”) that bears interest at a rate of 6% per annum and matures: (i) $50,000 on the earlier of: (x) August 23, 2012 or (y) the date that the first $50,000 is converted under the $150,000 Note, unless we do not meet the current information requirements under Rule 144 of the Securities Act of 1933, as amended, in which case the $50,000 shall be due on October 23, 2012 instead; (ii) $50,000 on the earlier of: (x) September 23, 2012 or (y) the date that the second $50,000 is converted under the $150,000 Note, unless we do not meet the current information requirements under Rule 144 in which case the $50,000 shall be due on October 23, 2012 instead; and $50,000 on the earlier of: (x) October 23, 2012 or (y) the date that the second $50,000 is converted under the $150,000 Note. The note is secured by four promissory notes of a third party issued to Tripod with a value of $10,000 left unconverted and promissory notes of such third party issued to Tripod in the aggregate principal amounts of $190,000.

This description of the Notes and Tripod Note does not purport to be complete and is qualified in its entirety by reference to the Notes and Tripod Note, which are attached as Exhibits 4.1 and 4.2 and 10.2 to this Current Report and incorporated herein by reference.

On October 23, 2011, the Company entered into a Share Issuance Agreement with Tripod (the “Share Issuance Agreement”) pursuant to which the Company issued 100,000 shares of common stock (the “Shares”) to Tripod to be held in escrow and released as follows: (i) 33,333 of the Shares will be released to Tripod if the Company elects to disallow the conversion of $50,000 in principal of the $150,000 Note; (ii) 33,333 of the Shares will be released to Tripod if the Company elects to disallow the conversion of the second $50,000 in principal of the $150,000 Note; and (iii) the final 33,334 of the Shares will be released to Tripod if the Company elects to disallow the conversion of the final $50,000 of the $150,000 Note, in each case such $50,000 in principal of the $150,000 Note to be cancelled along with an offsetting $50,000 of the Tripod Note.

This description of the Share Issuance Agreement does not purport to be complete and is qualified in its entirety by reference to the Share Issuance Agreement, which is attached as Exhibit 10.1 to this Current Report and incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities

The information contained in Item 1.01 is incorporated herein by reference.

The Notes and shares were issued in reliance upon the exemption from registration contained in Section 4(2) of the Securities Act of 1933, as amended, and Regulation D promulgated thereunder. No underwriter was involved in the offer or sale of the securities. The issuance of the securities did not involve a public offering. This issuance was done with no general solicitation or advertising by the Company. In addition, the Holder had the necessary investment intent as required by Section 4(2) since it agreed to, and received, Notes bearing a legend stating that the securities are restricted and if the shares of common stock held in escrow bear such a legend. This restriction ensures that the securities will not be immediately redistributed into the market and therefore not part of a public offering.

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits.

4.1 4.2	6% Convertible Redeemable Note Due October 2013 6% Convertible Redeemable Note Due October 2012
10.1 10.2	Share Issuance Agreement dated October 23, 2011 Tripod Note

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PROPELL CORPORATION


	By:	/s/ Edward Bernstein
	Name:	Edward Bernstein
	Title:	Chief Executive Officer

Date: November 4, 2011

EX-4.1 2 v239235_ex4-1.htm EXHIBIT 4.1 Unassociated Document

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY SECTION 3(b) OF THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE "1933 ACT)

US $150,000.00

PROPELL CORPORATION

6% CONVERTIBLE REDEEMABLE NOTE

DUE OCTOBER 23, 2013

FOR VALUE RECEIVED, the Company promises to pay to the order of Tripod Group, LLC and its authorized successors and permitted assigns ("Holder"), the aggregate principal face amount of One Hundred Fifty Thousand Dollars Exactly (U.S. $150,000.00) on October 23, 2013 ("Maturity Date") and to pay interest on the principal amount outstanding hereunder at the rate of 6% per annum commencing on October 23, 2011. Interest will be paid to the Holder in whose name this Note is registered on the records of the Company regarding registration and transfers of this Note. The principal of, and interest on, this Note are payable at 250 E. Wisconsin Avenue, Milwaukee, WI 53202, initially, and if changed, last appearing on the records of the Company as designated in writing by the Holder hereof from time to time. The Company will pay each interest payment and the outstanding principal due upon this Note before or on the Maturity Date, less any amounts required by law to be deducted or withheld, to the Holder of this Note by check or wire transfer addressed to such Holder at the last address appearing on the records of the Company. The forwarding of such check or wire transfer shall constitute a payment of outstanding principal hereunder and shall satisfy and discharge the liability for principal on this Note to the extent of the sum represented by such check or wire transfer. Interest shall be payable in Common Stock (as defined below) pursuant to paragraph 4(b) herein.

This Note is subject to the following additional provisions:

1. This Note is exchangeable for an equal aggregate principal amount of Notes of different authorized denominations, as requested by the Holder surrendering the same. No service charge will be made for such registration or transfer or exchange, except that Holder shall pay any tax or other governmental charges payable in connection therewith.

2. The Company shall be entitled to withhold from all payments any amounts required to be withheld under applicable laws.

3. This Note may be transferred or exchanged only in compliance with the Securities Act of 1933, as amended ("Act") and applicable state securities laws. Any attempted transfer to a non-qualifying party shall be treated by the Company as void. Prior to due presentment for transfer of this Note, the Company and any agent of the Company may treat the person in whose name this Note is duly registered on the Company's records as the owner hereof for all other purposes, whether or not this Note be overdue, and neither the Company nor any such agent shall be affected or bound by notice to the contrary. Any Holder of this Note electing to exercise the right of conversion set forth in Section 4(a) hereof, in addition to the requirements set forth in Section 4(a), and any prospective transferee of this Note, also is required to give the Company written confirmation that this Note is being converted ("Notice of Conversion") in the form annexed hereto as Exhibit A. The date of receipt (including receipt by telecopy) of such Notice of Conversion shall be the Conversion Date.

4. (a) Except as set forth in that certain Share Issuance Agreement dated the date hereof between the Company and the Holder, the Holder of this Note is entitled, at its option at any time after April 23, 2012, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock (the "Common Stock") without restrictive legend of any nature, at a conversion price ("Conversion Price") for each share of Common Stock equal to 65% of the lowest closing bid price of the Common Stock as reported on the National Quotations Bureau Bulletin Board on which the Company’s shares are traded or any exchange upon which the Common Stock may be traded in the future ("Exchange") for any of the five trading days including the day upon which a Notice of Conversion is received by the Company, provided: (i) such Notice of Conversion is delivered by fax or other electronic means to the Company between the hours of 4 P.M. Eastern Standard or Daylight Savings Time and 8 P.M. Eastern Standard or Daylight Savings Time, or (ii) the trading day on which a Notice of Conversion is received by the Company provided such Notice of Conversion is delivered by fax or other electronic means to the Company between the hours of 4 P.M. Eastern Standard or Daylight Savings Time and 8 P.M. Eastern Standard or Daylight Savings Time. The Conversion Price may be adjusted downward if, within 3 business days of the transmittal of the Notice of Conversion to the Company, the Common Stock has a closing bid which is 5% or lower than that set forth in the Notice of Conversion. Such conversion shall be effectuated by the Company delivering the shares of Common Stock to the Holder within 3 business days of receipt by the Company of the Notice of Conversion. Once the Holder has received such shares of Common Stock, the Holder shall surrender this Note to the Company, executed by the Holder evidencing such Holder's intention to convert this Note or a specified portion hereof, and accompanied by proper assignment hereof in blank, together with any resolutions of the Company’s board of directors held by the Holder or its counsel authorizing the issuance of any additional shares.. Accrued but unpaid interest shall be subject to conversion. No fractional shares or scrip representing fractions of shares will be issued on conversion, but the number of shares issuable shall be rounded to the nearest whole share.

(b) Interest on any unpaid principal balance of this Note shall be paid at the rate of 6% per annum. Interest shall be paid by the Company in Common Stock ("Interest Shares"). The Holder may, at any time, send in a Notice of Conversion to the Company for Interest Shares based on the formula provided in Section 4(a) above. The dollar amount converted into Interest Shares shall be all or a portion of the accrued interest calculated on the unpaid principal balance of this Note to the date of such notice.

(d) Upon: (i) a transfer of all or substantially all of the assets of the Company to any person in a single transaction or series of related transactions; (ii) a reclassification, capital reorganization or other change or exchange of outstanding shares of the Common Stock; or (iii) any consolidation or merger of the Company with or into another person or entity in which the Company is not the surviving entity (other than a merger which is effected solely to change the jurisdiction of incorporation of the Company and results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of Common Stock) (each of items (i), (ii) and (iii) being referred to as a "Sale Event"), then, in each case, the Company shall, upon request of the Holder, redeem this Note in cash for 150% of the principal amount, plus accrued but unpaid interest through the date of redemption, or at the election of the Holder, such Holder may convert the unpaid principal amount of this Note (together with the amount of accrued but unpaid interest) into shares of Common Stock immediately prior to such Sale Event at the Conversion Price.

(e) In case of any Sale Event in connection with which this Note is not redeemed or converted, the Company shall cause effective provision to be made so that the Holder of this Note shall have the right thereafter, by converting this Note, to purchase or convert this Note into the kind and number of shares of stock or other securities or property (including cash) receivable upon such reclassification, capital reorganization or other change, consolidation or merger by a holder of the number of shares of Common Stock that could have been purchased upon exercise of the Note and at the same Conversion Price, as defined in this Note, immediately prior to such Sale Event. The foregoing provisions shall similarly apply to successive Sale Events. If the consideration received by the holders of Common Stock is other than cash, the value shall be as determined by the Board of Directors of the Company or successor person or entity acting in good faith.

5. No provision of this Note shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, and interest on, this Note at the time, place, and rate, and in the form, herein prescribed.

6. The Company hereby expressly waives demand and presentment for payment, notice of non-payment, protest, notice of protest, notice of dishonor, notice of acceleration or intent to accelerate, and diligence in taking any action to collect amounts called for hereunder and shall be directly and primarily liable for the payment of all sums owing and to be owing hereto.

7. The Company agrees to pay all costs and expenses, including reasonable attorneys' fees and expenses, which may be incurred by the Holder in collecting any amount due under this Note.

8. If one or more of the following described "Events of Default" shall occur:

(a) The Company shall default in the payment of principal or interest on this Note or any other note issued to the Holder by the Company; or

(b) Any of the representations or warranties made by the Company herein or in any certificate or financial or other written statements heretofore or hereafter furnished by or on behalf of the Company in connection with the execution and delivery of this Note shall be false or misleading in any respect; or

(c) The Company shall fail to perform or observe, in any respect, any covenant, term, provision, condition, agreement or obligation of the Company under this Note; or

(d) The Company shall: (1) become insolvent; (2) admit in writing its inability to pay its debts generally as they mature; (3) make an assignment for the benefit of creditors or commence proceedings for its dissolution; (4) apply for or consent to the appointment of a trustee, liquidator or receiver for its or for a substantial part of its property or business; or (5) file a petition for bankruptcy relief, consent to the filing of such petition or have filed against it an involuntary petition for bankruptcy relief, all under federal or state laws as applicable; or

(e) A trustee, liquidator or receiver shall be appointed for the Company or for a substantial part of its property or business without its consent and shall not be discharged within thirty (30) days after such appointment; or

(f) Any governmental agency or any court of competent jurisdiction at the instance of any governmental agency shall assume custody or control of the whole or any substantial portion of the properties or assets of the Company; or

(g) One or more money judgments, writs or warrants of attachment, or similar process, in excess of twenty thousand dollars ($20,000) in the aggregate, shall be entered or filed against the Company or any of its properties or other assets and shall remain unpaid, unvacated, unbonded or unstayed for a period of fifteen (15) days or in any event later than five (5) days prior to the date of any proposed sale thereunder; or

(h) Bankruptcy, reorganization, insolvency or liquidation proceedings, or other proceedings for relief under any bankruptcy law or any law for the relief of debtors shall be instituted voluntarily by or involuntarily against the Company; or

(i) The Company shall have its Common Stock delisted from an exchange (including the OTCBB exchange) or, if the Common Stock trades on an exchange, then trading in the Common Stock shall be suspended for more than 10 consecutive days;

(j) If a majority of the members of the Board of Directors of the Company on the date hereof are no longer serving as members of the Board; or

(k) The Company shall not deliver to the Holder the Common Stock pursuant to paragraph 4 herein without restrictive legend within 3 business days of its receipt of a Notice of Conversion; or

(l) The Company’s Common Stock has a closing price of less than $0.05 per share for at least 5 consecutive trading days; or

(m) The dollar trading volume of the Company’s Common Stock is less than ten thousand dollars ($10,000.00) in any 5 trading days.

Then, or at any time thereafter, unless cured (except for Sections 8(k), 8(l) and 8(m) which are not curable) and in each and every such case, unless such Event of Default shall have been waived in writing by the Holder (which waiver shall not be deemed to be a waiver of any subsequent default) at the option of the Holder and in the Holder's sole discretion, the Holder may consider this Note immediately due and payable, without presentment, demand, protest or (further) notice of any kind (other than notice of acceleration), all of which are hereby expressly waived, anything herein or in any note or other instruments contained to the contrary notwithstanding, and the Holder may immediately, and without expiration of any period of grace, enforce any and all of the Holder's rights and remedies provided herein or any other rights or remedies afforded by law. Upon an Event of Default, interest shall be accrue at a default interest rate of 24% per annum or, if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted by law. Further, if the Note becomes due and payable, the Holder may use the outstanding principal and interest due under the Note to offset any payment obligations it may have to the Company.

9. In case any provision of this Note is held by a court of competent jurisdiction to be excessive in scope or otherwise invalid or unenforceable, such provision shall be adjusted rather than voided, if possible, so that it is enforceable to the maximum extent possible, and the validity and enforceability of the remaining provisions of this Note will not in any way be affected or impaired thereby.

10. Neither this Note nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the Company and the Holder.

11. The Company represents that it is not a “shell” issuer and has never been a “shell” issuer or that if it previously has been a “shell” issuer that at least 12 months have passed since the Company has reported form 10 type information indicating it is no longer a “shell issuer. Further, the Company will instruct its transfer agent to accept a 144- 3(a)(9) opinion to allow for salability of the conversion shares from Holder’s counsel.

12. The Company will provide New Venture Attorneys, P.C. ten (10) signed and undated resolutions for the issuance of 300,000 shares each (total of 3,000,000 shares of Company Stock) to be used to secure the conversion obligations under this Note. New Venture Attorneys shall hold these resolutions and will not submit a resolution until: (i) such issuance, along with the number of shares currently held by the Holder would not exceed 4.99% of the outstanding shares; and (ii) the Holder notifies the Company that it desires to have the Company issue the shares to replenish the collateral reserve. The Holder will send the Company a notice of conversion upon every conversion showing the amount of principal and interest paid down and the number of shares converted as a result. Any shares remaining after the amounts due under this Note has been fully converted will be returned to the Company and any resolutions of the Company’s board of directors held by New Venture Attorneys authorizing the issuance of any additional shares will also be returned to the Company and be of no further force or effect.

13. This Note shall be governed by and construed in accordance with the laws of New York applicable to contracts made and wholly to be performed within the State of New York and shall be binding upon the successors and assigns of each party hereto. The Holder and the Company hereby mutually waive trial by jury and consent to exclusive jurisdiction and venue in the courts of the State of New York. This Agreement may be executed in counterparts, and the facsimile transmission of an executed counterpart to this Agreement shall be effective as an original.

IN WITNESS WHEREOF, the Company has caused this Note to be duly executed by an officer thereunto duly authorized.

Dated:________________

PROPELL CORPORATION

By: _________________________

Name: Edward Bernstein

Title: President and CEO

EXHIBIT A

NOTICE OF CONVERSION

(To be Executed by the Registered Holder in order to Convert the Note)

The undersigned hereby irrevocably elects to convert $___________ of the above Note into _________ Shares of Common Stock of Propell Corporation (“Shares”) according to the conditions set forth in such Note, as of the date written below.

If Shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer and other taxes and charges payable with respect thereto.

Date of Conversion:_________________________________________________________

Applicable Conversion Price:__________________________________________________

Signature:________________________________________________________________

[Print Name of Holder and Title of Signer]

Address:_________________________________________________________________

_________________________________________________________________

SSN or EIN:_______________________________________________________________

Shares are to be registered in the following name:___________________________________

Name:___________________________________________________________________

Address:_________________________________________________________________

Tel:_____________________________________________________________________

Fax:_____________________________________________________________________

SSN or EIN:_______________________________________________________________

Shares are to be sent or delivered to the following account:

Account Name:____________________________________________________________

Address:_________________________________________________________________

EX-4.2 3 v239235_ex4-2.htm EXHIBIT 4.2 Unassociated Document

US $50,000

PROPELL CORPORATION

6% CONVERTIBLE REDEEMABLE NOTE

DUE OCTOBER 23, 2012

FOR VALUE RECEIVED, the Company promises to pay to the order of Tripod Group, LLC and its authorized successors and permitted assigns ("Holder"), the aggregate principal face amount of Fifty Thousand Dollars Exactly (U.S. $50,000.00) on October 23, 2012 ("Maturity Date") and to pay interest on the principal amount outstanding hereunder at the rate of 6% per annum commencing on October 23, 2011. Interest will be paid to the Holder in whose name this Note is registered on the records of the Company regarding registration and transfers of this Note. The principal of, and interest on, this Note are payable at 250 E. Wisconsin Avenue, Milwaukee, WI 53202, initially, and if changed, last appearing on the records of the Company as designated in writing by the Holder hereof from time to time. The Company will pay each interest payment and the outstanding principal due upon this Note before or on the Maturity Date, less any amounts required by law to be deducted or withheld, to the Holder of this Note by check or wire transfer addressed to such Holder at the last address appearing on the records of the Company. The forwarding of such check or wire transfer shall constitute a payment of outstanding principal hereunder and shall satisfy and discharge the liability for principal on this Note to the extent of the sum represented by such check or wire transfer. Interest shall be payable in Common Stock (as defined below) pursuant to paragraph 4(b) herein.

This Note is subject to the following additional provisions:

2. The Company shall be entitled to withhold from all payments any amounts required to be withheld under applicable laws.

4. (a) The Holder of this Note is entitled, at its option at any time after April 23, 2012, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock (the "Common Stock") without restrictive legend of any nature, at a conversion price ("Conversion Price") for each share of Common Stock equal to 65% of the lowest closing bid price of the Common Stock as reported on the National Quotations Bureau Bulletin Board on which the Company’s shares are traded or any exchange upon which the Common Stock may be traded in the future ("Exchange") for any of the five trading days including the day upon which a Notice of Conversion is received by the Company, provided (i) such Notice of Conversion is delivered by fax or other electronic means to the Company between the hours of 4 P.M. Eastern Standard or Daylight Savings Time and 8 P.M. Eastern Standard or Daylight Savings Time, or (ii) the trading day on which a Notice of Conversion is received by the Company provided such Notice of Conversion is delivered by fax or other electronic means to the Company between the hours of 4 P.M. Eastern Standard or Daylight Savings Time and 8 P.M. Eastern Standard or Daylight Savings Time. The Conversion Price may be adjusted downward if, within 3 business days of the transmittal of the Notice of Conversion to the Company, the Common Stock has a closing bid which is 5% or lower than that set forth in the Notice of Conversion. Such conversion shall be effectuated by the Company delivering the shares of Common Stock to the Holder within 3 business days of receipt by the Company of the Notice of Conversion. Once the Holder has received such shares of Common Stock, the Holder shall surrender this Note to the Company, executed by the Holder evidencing such Holder's intention to convert this Note or a specified portion hereof, and accompanied by proper assignment hereof in blank, together with any resolutions of the Company’s board of directors held by the Holder or its counsel authorizing the issuance of any additional shares.. Accrued but unpaid interest shall be subject to conversion. No fractional shares or scrip representing fractions of shares will be issued on conversion, but the number of shares issuable shall be rounded to the nearest whole share.

(c) At any time the Company shall have the option to redeem this Note and pay to the Holder 125% of the unpaid principal amount of this Note, in full. The Company shall give the Holder 5 days written notice and the Holder during such 5 days shall have the option to convert this Note or any part thereof into shares of Common Stock at the Conversion Price set forth in paragraph 4(a) of this Note. Once the Holder has been paid the redemption amount, the Holder shall surrender to the Company this Note, accompanied by proper assignment hereof in blank together with any resolutions of the Company’s board of directors held by the Holder or its counsel authorizing the issuance of any additional shares and such resolutions shall be of no further force or effect.

(d) Upon (i) a transfer of all or substantially all of the assets of the Company to any person in a single transaction or series of related transactions, (ii) a reclassification, capital reorganization or other change or exchange of outstanding shares of the Common Stock, or (iii) any consolidation or merger of the Company with or into another person or entity in which the Company is not the surviving entity (other than a merger which is effected solely to change the jurisdiction of incorporation of the Company and results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of Common Stock) (each of items (i), (ii) and (iii) being referred to as a "Sale Event"), then, in each case, the Company shall, upon request of the Holder, redeem this Note in cash for 150% of the principal amount, plus accrued but unpaid interest through the date of redemption, or at the election of the Holder, such Holder may convert the unpaid principal amount of this Note (together with the amount of accrued but unpaid interest) into shares of Common Stock immediately prior to such Sale Event at the Conversion Price.

7. The Company agrees to pay all costs and expenses, including reasonable attorneys' fees and expenses, which may be incurred by the Holder in collecting any amount due under this Note.

8. If one or more of the following described "Events of Default" shall occur:

(a) The Company shall default in the payment of principal or interest on this Note or any other note issued to the Holder by the Company and such default shall not have been cured within five days; or

(b) Any of the material representations or warranties made by the Company herein or in any certificate or financial or other written statements heretofore or hereafter furnished by or on behalf of the Company in connection with the execution and delivery of this Note shall be false or misleading in any respect; or

(c) The Company shall fail to perform or observe, in any respect, any material covenant, term, provision, condition, agreement or obligation of the Company under this Note; or

(d) The Company shall (1) become insolvent; (2) admit in writing its inability to pay its debts generally as they mature; (3) make an assignment for the benefit of creditors or commence proceedings for its dissolution; (4) apply for or consent to the appointment of a trustee, liquidator or receiver for its or for a substantial part of its property or business; (5) file a petition for bankruptcy relief, consent to the filing of such petition or have filed against it an involuntary petition for bankruptcy relief, all under federal or state laws as applicable; or

(j) If a majority of the members of the Board of Directors of the Company on the date hereof are no longer serving as members of the Board; or

(j) The Company shall not deliver to the Holder the Common Stock pursuant to paragraph 4 herein without restrictive legend within 4 business days of its receipt of a Notice of Conversion.

Then, or at any time thereafter, unless cured, and in each and every such case, unless such Event of Default shall have been waived in writing by the Holder (which waiver shall not be deemed to be a waiver of any subsequent default) at the option of the Holder and in the Holder's sole discretion, the Holder may consider this Note immediately due and payable, without presentment, demand, protest or (further) notice of any kind (other than notice of acceleration), all of which are hereby expressly waived, anything herein or in any note or other instruments contained to the contrary notwithstanding, and the Holder may immediately, and without expiration of any period of grace, enforce any and all of the Holder's rights and remedies provided herein or any other rights or remedies afforded by law. Upon an Event of Default, interest shall be accrue at a default interest rate of 24% per annum or, if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted by law.

10. Neither this Note nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the Company and the Holder.

11. The Company represents that it is not a “shell” issuer and has never been a “shell” issuer or that if it previously has been a “shell” issuer that at least 12 months have passed since the Company has reported form 10 type information indicating it is no longer a “shell issuer. Further. The Company will instruct its counsel to either (i) write a 144- 3(a)(9) opinion to allow for salability of the conversion shares or (ii) accept such opinion from Holder’s counsel.

12 This Note shall be governed by and construed in accordance with the laws of New York applicable to contracts made and wholly to be performed within the State of New York and shall be binding upon the successors and assigns of each party hereto. The Holder and the Company hereby mutually waive trial by jury and consent to exclusive jurisdiction and venue in the courts of the State of New York. This Agreement may be executed in counterparts, and the facsimile transmission of an executed counterpart to this Agreement shall be effective as an original.

13. The Company will provide New Venture Attorneys, P.C. eight (8) signed and undated resolutions for the issuance of 150,000 shares each (total of 1,200,000 shares of Company Stock) to be used to secure the conversion obligations under this Note. New Venture Attorneys shall hold these resolutions and will not submit a resolution until (1) such issuance, along with the number of shares currently held by the Holder would not exceed 4.99% of the outstanding shares and (ii) the Holder notifies the Company that it desires to have the Company issue the shares to replenish the collateral reserve. The Holder will send the Company a notice of conversion upon every conversion showing the amount of principal and interest paid down and the number of shares converted as a result. Any shares remaining after the amounts due under this Note has been fully converted will be returned to the Company and any resolutions of the Company’s board of directors held by New Venture Attorneys authorizing the issuance of any additional shares will also be returned to the Company and be of no further force or effect...

IN WITNESS WHEREOF, the Company has caused this Note to be duly executed by an officer thereunto duly authorized.

Dated:_______________

	PROPELL CORPORATION

	By:
		Title: Chief Executive Officer

EXHIBIT A

NOTICE OF CONVERSION

(To be Executed by the Registered Holder in order to Convert the Note)

If Shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer and other taxes and charges payable with respect thereto.

Date of Conversion:________________________________________________________

Applicable Conversion Price:_________________________________________________

Signature:_______________________________________________________________

[Print Name of Holder and Title of Signer]

Address:________________________________________________________________

________________________________________________________________

SSN or EIN:______________________________________________________________

Shares are to be registered in the following name:__________________________________

Name:__________________________________________________________________

Address:________________________________________________________________

Tel:____________________________________________________________________

Fax:____________________________________________________________________

SSN or EIN:______________________________________________________________

Shares are to be sent or delivered to the following account:

Account Name:___________________________________________________________

Address:________________________________________________________________

EX-10.1 4 v239235_ex10-1.htm EXHIBIT 10.1 Unassociated Document

SHARE ISSUANCE AGREEMENT

This Share Issuance Agreement (“Agreement”) is entered into this 23rd day of October, 2011, by and between the Tripod Group, LLC (“Purchaser”) and Propell Corporation (“Company”).

WHEREAS, the Purchaser and the Company have entered into a back end funding arrangement with respect to $150,000 of debt issued by the Company ; and

WHEREAS, Purchaser agrees that the Company shall have the option to “call” the back end notes issued by the Company through the cancellation of offsetting Purchaser Notes; and

WHEREAS, in exchange for this “call” option being granted to the Company; the Company hereby issues 100,000 shares of Company stock to the Purchaser, to be held in safekeeping by New Venture Attorneys, P.C., and to be released as set forth herein.

NOW THEREFORE, THE PARTIES AGREE AS FOLLOWS:

Issuance of Shares. The Company hereby issues 100,000 shares of Company Common Stock (the “Shares”) to the Purchaser in the form of 2 certificates for 33,333 shares and a third certificate for 33,334 shares. The shares will be held by New Venture Attorneys and released to the Purchaser as set forth below.

Release of Shares. 33,333 of the Shares will be released to the Purchaser if the Company elects in writing to disallow the conversion of $50,000 in principal of a certain convertible promissory note dated October 23, 2011. If the Company elects to disallow such conversion, then $50,000 of the Company issued note will be cancelled along with an offsetting $50,000 of the Purchaser issued note. Another 33,333 of the Shares will be released to the Purchaser if the Company elects in writing to disallow the conversion of second $50,000 in principal of a certain convertible promissory note dated October 23, 2011. If the Company elects to disallow this second conversion, then $50,000 of the Company issued note will be cancelled along with an offsetting $50,000 of the Purchaser issued note. The final 33,334 of the Shares will be released to the Purchaser if the Company elects in writing to disallow the conversion of the final $50,000 in principal of a certain convertible promissory note dated October 23, 2011. If the Company elects to disallow this third conversion, then the final $50,000 of the Company issued note will be cancelled along with a final offsetting $50,000 of the Purchaser issued note.; provided, however, that if the Purchaser fails to make any of the payments due under the note it issued to the Company in the principal amount of $150,000, provided that the Company is not in default under its Note to the Company at such time, then that portion of the shares allocatable to the nonpayment by the Purchaser shall revert back to the Company.

Miscellaneous. This agreement shall be governed by and construed in accordance with the laws of New York applicable to contracts made and wholly to be performed within the State of New York and shall be binding upon the successors and assigns of each party hereto. The Holder and the Company hereby mutually waive trial by jury and consent to exclusive jurisdiction and venue in the courts of the State of New York. This Agreement may be executed in counterparts, and the facsimile transmission of an executed counterpart to this Agreement shall be effective as an original.

TRIPOD GROUP, LLC

BY: ______________________

Title: ____________________

PROPELL CORPORATION

BY: ___________________________

TITLE: _________________________

EX-10.2 5 v239235_ex10-2.htm EXHIBIT 10.2 Unassociated Document

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. LENDERS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

TRIPOD GROUP, LLC

PROMISSORY NOTE

$150,000.00

October 23, 2011

1. Principal and Interest

FOR VALUE RECEIVED, the Tripod Group, LLC, a Wisconsin Limited Liability Company (the "Company") hereby absolutely and unconditionally promises to pay to Propell Corporation (the "Lender"), or order, the principal amount of One Hundred Fifty Thousand Dollars ($150,000) as set forth below. This note shall bear simple interest at the rate of six percent (6%).

2. Repayments and Prepayments; Security.

a. Fifty Thousand Dollars ($50,000) of principal under this Note (the “1st payment”) shall be due and payable on the earlier of: (i) August 23, 2012; or (ii) the date that the first Fifty Thousand Dollars ($50,000) is converted under the terms of that certain promissory note, dated the date hereof, in the principal amount of One Hundred Fifty Thousand Dollars ($150,000) issued that was issued by the Lender to the Company (the “Lender Note”), unless the Lender does not meet the “current information requirements” required under Rule 144 of the Securities Act of 1933, as amended, at which time the First Payment will come due on October 23, 2012.

b. Fifty Thousand Dollars ($50,000) of principal under this Note (the “2nd payment”) shall be due and payable on the earlier of: (i) September 23, 2012; or (ii) the date that the second Fifty Thousand Dollars ($50,000) is converted under the terms of the Lender Note, unless the Lender does not meet the “current information requirements” required under Rule 144 of the Securities Act of 1933, as amended, at which time the Second Payment will come due on October 23, 2012.

c. Fifty Thousand Dollars ($50,000.00) of principal under this Note (the “3nd payment”) shall be due and payable on the earlier of: (i) October 23, 2012; or (ii) the date that the second Fifty Thousand Dollars ($50,000) is converted under the terms of the Lender Note.

d. The Company may pre-pay this Note at any time, without premium or penalty.

e. This Note shall be secured by four (4) promissory notes of Flint Telecom Group, Inc. issued to the Tripod Group, LLC dated October 13, 2010 (with a value of $10,000 left unconverted); December 7, 2010 in the amount of Seventy-Five Thousand Dollars ($75,000); January 18, 2011 in the amount of Fifty Thousand Dollars ($50,000); March 31, 2011 in the amount of Thirty Thousand Dollars ($30,000) and June 6, 2011, in the amount of Thirty-Five Thousand Dollars ($35,000) all of which are being pledged as collateral by the Tripod Group, LLC as additional security for this Note.

3. Events of Default; Acceleration.

a. The principal amount of this Note is subject to prepayment in whole or in part upon the occurrence and during the continuance of any of the following events (each, an “Event of Default”): (i) the initiation of any bankruptcy, insolvency, moratorium, receivership or reorganization by or against the Company, (ii) the failure to make any payment when due hereunder, or (iii) a general assignment of assets by the Company for the benefit of creditors. Upon the occurrence of any Event of Default, the entire unpaid principal balance of this Note and all of the unpaid interest accrued thereon shall be immediately due and payable.

b. No remedy herein conferred upon the Lender is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and in addition to every other remedy hereunder, now or hereafter existing at law or in equity or otherwise.

4. Notices.

a. All notices, reports and other communications required or permitted hereunder shall be in writing and may be delivered in person, by telecopy with written confirmation, overnight delivery service or U.S. mail, in which event it may be mailed by first-class, certified or registered, postage prepaid, addressed: (i) if to a Lender, at such Lender’s address as the Lender shall have furnished the Company in writing; and (ii) if to the Company at such address as the Company shall have furnished the Lender(s) in writing).

b. Each such notice, report or other communication shall for all purposes under this Note be treated as effective or having been given when delivered if delivered personally or, if sent by mail, at the earlier of its receipt or 72 hours after the same has been deposited in a regularly maintained receptacle for the deposit of the United States mail, addressed and mailed as aforesaid, or, if sent by electronic communication with confirmation, upon the delivery of electronic communication.

5. Miscellaneous.

a. Neither this Note nor any provisions hereof may be changed, waived, discharged or terminated orally, but only by a signed statement in writing.

b. No failure or delay by the Lender to exercise any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other right, power or privilege. The provisions of this Note are severable and if any one provision hereof shall be held invalid or unenforceable in whole or in part in any jurisdiction, such invalidity or unenforceability shall affect only such provision in such jurisdiction. This Note expresses the entire understanding of the parties with respect to the transactions contemplated hereby. The Company and every endorser and guarantor of this Note regardless of the time, order or place of signing hereby waives presentment, demand, protest and notice of every kind, and assents to any extension or postponement of the time for payment or any other indulgence, to any substitution, exchange or release of collateral, and to the addition or release of any other party or person primarily or secondarily liable.

c. If Lender retains an attorney for collection of this Note, or if any suit or proceeding is brought for the recovery of all, or any part of, or for protection of the indebtedness respected by this Note, then the Company agrees to pay all costs and expenses of the suit or proceeding, or any appeal thereof, incurred by the Lender, including without limitation, reasonable attorneys' fees.

d. This Note shall for all purposes be governed by, and construed in accordance with the laws of the State of New York (without reference to conflict of laws).

e. This Note shall be binding upon the Company's successors and assigns, and shall inure to the benefit of the Lender's successors and assigns.

IN WITNESS WHEREOF, the Company has caused this Note to be executed by its duly authorized officer to take effect as of the date first hereinabove written.

TRIPOD GROUP, LLC

By:____________________________________

Name:__________________________________

Title:___________________________________