EX1A-6 MAT CTRCT 32 ea025672201ex6-21_modern.htm FORM OF POOLING AGREEMENT (DEBENTURES) DATED SEPTEMBER 11, 2025 BY AND BETWEEN MODERN MINING TECHNOLOGY CORP. AND JEET BASI

Exhibit 6.21

 

POOLING AGREEMENT

 

MODERN MINING TECHNOLOGY CORP.

 

and

 

JEET BASI

 

(as representative of the holders of Convertible Debentures)

 

___________________________

 

September XX, 2025

___________________________

 

 

 

POOLING AGREEMENT

 

This Pooling Agreement (this “Agreement”) is made the XX day of September, 2025.

 

BETWEEN:

 

MODERN MINING TECHNOLOGY CORP.

 

(the “Company”)

 

- and -

 

JEET BASI

 

(the “Securityholder Representative”)

 

WHEREAS the Company contemplates listing (the “Listing”) the common shares in the capital of the Company (the “Shares”) on the Nasdaq Stock Market (the “Exchange”);

 

WHEREAS on April 7, 2022, the Company issued $3,331,390 principal amount of 5% unsecured convertible debentures (the “2022 Convertible Debentures”) in a private placement which are governed by an indenture made as of April 7, 2022, as supplemented May 26, 2025 (the “2022 Debenture Indenture”), between the Company and Computershare Trust Company of Canada (“Computershare”) as trustee;

 

AND WHEREAS on June 28, 2024, the Company issued $92,300 principal amount of 5% unsecured convertible debentures (the “2024 Convertible Debentures,” and together with the 2021 Convertible Debentures, the “Convertible Debentures”) in a private placement which are governed by an indenture made as of June 28, 2024 (the “2024 Debenture Indenture,” and together with the 2022 Indenture, the “Debenture Indentures”), between the Company and Computershare as trustee;

 

AND WHEREAS the holders of the Convertible Debentures (each, a “Securityholder”) and their respective holdings are set out in Schedule “A”;

 

AND WHEREAS pursuant to the terms of the Debenture Indentures, upon the Listing, the Convertible Debentures, including any accrued interest, will automatically convert into Shares (the “Debenture Shares”) on the terms set out in the Debenture Indentures;

 

AND WHEREAS pursuant to the terms of the Debenture Indentures, the Debenture Shares would be restricted from trading and released on the date that is six months from the date of the Listing (the “Existing Restrictions”);

 

AND WHEREAS in connection with the Listing and as agreed to by the Company’s selling agent, Digital Offering LLC, in order to assist with building an orderly trading market for the Shares on the Exchange, the Company has agreed to modify the Existing Restrictions pursuant to the terms set out herein;

 

-1-

 

 

THIS AGREEMENT WITNESSES THAT in consideration of the respective covenants and agreements of the Parties herein contained and for other good and valuable consideration (the receipt and sufficiency of which are acknowledged by each Party), the Parties agree as follows:

 

1. General Restriction on Sales, Pledges, etc.

 

The Securityholders shall not directly or indirectly sell, assign, transfer, pledge, mortgage, or otherwise dispose of or encumber any legal or beneficial interest in the Debenture Shares subject to such Pool Term (hereinafter defined) or any portion thereof (each of which is a “Transaction”), nor shall they agree to do any such Transaction, whether or not any such Transaction is not to be effective until such time as the Debenture Shares have been released from the Pool (hereinafter defined) in accordance with the release schedule in Section 4 hereof.

 

2. Voting of Shares in Pool

 

All and any voting rights attached to the Debenture Shares shall at all times be exercised by the Securityholders, and all rights attached thereto including the right to receive payment of any dividends shall be for the benefit of the Securityholder.

 

3. Non-Applicability of Standstill Clause

 

The restrictions in Section 1 do not apply to the Securityholder in the case of a take-over bid, amalgamation, arrangement, merger or similar transaction of the Company by a third party who is arm’s length to the Company.

 

4. Release of Pooled Debenture Shares

 

The Debenture Shares will be subject to contractual restrictions on resale, pursuant to which the Debenture Shares will be subject to a pool (the “Pool”) for a period of 180 days or as described below (the “Pool Term”) from the date the Company may complete the Listing (the “Listing Date”), with releases occurring on the following schedule:

 

180 days after the Listing Date   50% of the Debenture Shares
     
180 days after the Listing Date, or immediately, in the event the closing bid price of the Shares on the Exchange is greater than $21.25 for any period of 10 consecutive trading days after the Listing Date and the average trading volume of the Shares is greater than 250,000 Shares per day for those 10 consecutive trading days   25% of the Debenture Shares
     
180 days after the Listing Date, or immediately, in the event the closing bid price of the Shares on the Exchange is greater than $6.37 on any day after the Listing Date   5% of the Debenture Shares

 

-2-

 

 

180 days after the Listing Date   50% of the Debenture Shares
     
180 days after the Listing Date, or immediately, in the event the closing bid price of the Shares on the Exchange is greater than $6.37 for any period of 10 consecutive trading days beginning at least 60 days after the Listing Date and the average trading volume of the Shares was greater than 100,000 Shares per day for any 60 day period following the Listing Date   5% of the Debenture Shares
     
180 days after the Listing Date, or immediately, in the event the closing bid price of the Shares on the Exchange is greater than $6.37 for any period of 10 consecutive trading days beginning at least 90 days after the Listing Date and the average trading volume of the Shares was greater than 100,000 Shares per day for any 90 day period following the Listing Date   5% of the Debenture Shares
     
180 days after the Listing Date, or immediately, in the event the closing bid price of the Shares on the Exchange is greater than $6.37 for any period of 10 consecutive trading days beginning at least 120 days after the Listing Date and the average trading volume of the Shares was greater than 100,000 Shares per day for any 120 day period following the Listing Date   5% of the Debenture Shares
     
180 days after the Listing Date, or immediately, in the event the closing bid price of the Shares on the Exchange is greater than $6.37 for any period of 10 consecutive trading days beginning at least 150 days after the Listing Date and the average trading volume of the Shares was greater than 100,000 Shares per day for any 150 day period following the Listing Date   5% of the Debenture Shares

 

5. Entire Agreement

 

This Agreement constitute the entire agreement between the Parties with respect to the subject matter hereof and thereof and supersedes all prior agreements, understandings, negotiations and discussions, whether written or oral, including the Acknowledgements. There are no conditions, covenants, agreements, representations, warranties or other provisions, express or implied, collateral, statutory or otherwise, relating to the subject matter hereof except as provided in the aforesaid agreements.

 

-3-

 

 

6. Termination

 

This Agreement may be terminated upon the written agreement of all parties.

 

7. Reorganizations, etc.

 

If, during the period in which any of the Debenture Shares are retained in escrow pursuant to this Agreement, a reorganization affecting the share capital occurs, then and in each such event, the Debenture Shares shall be released and replaced by the shares of stock and other securities and property upon the terms and conditions provided in the relevant reorganization documents.

 

8. Further Assurance

 

The parties shall, upon reasonable request and without unreasonable delay, execute and deliver any further documents or assurances and perform any acts necessary to carry out the intent and purposes of this Agreement. The Securityholders will allow a representative of the Company to inspect, at the Company’s costs, the physical certificate or other instrument representing the Debenture Shares in order to ensure compliance with this Agreement during normal business hours on reasonable notice to the Securityholders provided that such inspections will not unduly impact or impede the ordinary business operations of the Securityholders.

 

9. Time

 

Time is of the essence of this Agreement.

 

10. Governing Laws and Venue

 

This Agreement shall be construed in accordance with and governed by the laws of British Columbia and the laws of Canada applicable in British Columbia. The parties attorn to British Columbia in the event of any legal proceedings involving this Agreement.

 

11. Counterparts

 

This Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, will constitute an original and all of which together will constitute one instrument. Each party hereto will be entitled to rely on delivery by facsimile or electronically delivered portable document format (PDF) of an executed copy of this Agreement and acceptance by a party of such facsimile or PDF copy will be equally effective to create a valid and binding agreement between the parties in accordance with the terms hereof.

 

-4-

 

 

12. Notices

 

All notices that may be or are required to be given pursuant to any provision of this Agreement are to be given or made in writing and served personally, delivered by courier or sent by facsimile or other electronic transmission:

 

in the case of the Company, to:

 

Modern Mining Technology Corp.

 

Suite 1500, 1055 West Georgia

Street Vancouver, BC, V6E 4N7

 

Attention:Jeet Basi
   
Email:jbasi@modernmining.com

 

with a copy (which shall not constitute notice) to:

 

McMillan LLP

 

Suite 1500, 1055 West Georgia Street Vancouver, BC, V6E 4N7

 

Attention:Desmond Balakrishnan
   
Email:desmond.balakrishnan@mcmillan.ca

 

in the case of the Securityholders, to the respective address provided in Schedule “A”.

 

13. Severability

 

Any provision of this Agreement which is or becomes prohibited and unenforceable does not invalidate, affect or impair the remaining provisions which shall be deemed to be severable from such prohibited or unenforceable provision.

 

14. Enurement

 

This Agreement enures to the benefit of and is binding on the parties and their heirs, executors, administrators, successors and permitted assigns.

 

[Remainder of page intentionally left blank]

 

-5-

 

 

IN WITNESS WHEREOF this Agreement has been executed by the Parties on the date first above written.

 

  MODERN MINING TECHNOLOGY CORP.
   
  By:  
    Name: David Whitney
    Title: Chief Financial Officer
   
   
  Jeet Basi

 

-6-

 

 

SCHEDULE “A”

 

SECURITYHOLDERS

 

[NTD: Insert list of debenture holders]

 

 

A-1