Amendment to Loan Agreement with Lamaune Iron Inc.

RNS Number : 1538H

Landore Resources Limited

15 May 2014

 



Landore Resources Limited

("Landore Resources")

Amendment to Loan Agreement with Lamaune Iron Inc.

Landore Resources announces that pursuant to a loan amendment agreement effective April 30, 2014 ("Loan Amendment Agreement"), Landore Resources Canada Inc. (Landore) and Lamaune Iron Inc. ("Lamaune") have agreed to amend the terms of the original loan agreement entered into at the time of the demerger of the Lamaune iron ore assets ("Original Loan Agreement"), as follows:

(a)      The original promissory note dated June 10, 2011, issued by Lamaune to Landore in the amount of £3,351,351 (C$6,200,000) will be amended and Lamaune will issue a new promissory note repayable April 30, 2019 ("New Loan");

(b)      The Security Agreement issued pursuant to the Original Loan Agreement will be unamended;

(c)      The total interest accrued and owing by Lamaune as at April 30, 2014 is £290,781 (C$537,946). This will be satisfied by Lamaune paying £216,216 (C$400,000) and issuing 1,379,460 common shares in Lamaune to Landore;

(d)      Subsequent to April 30, 2014, the New Loan shall not bear any interest;

(e)      Landore will have the right to convert the New Loan into common shares of Lamaune at the applicable price per share pursuant to a "going public" transaction or at a mutually agreeable price per common share in the event of a joint venture transaction; and

(f)      In consideration of the amendments provided in the Loan Amendment Agreement, Lamaune agrees to issue warrants to Landore to purchase common shares of Lamaune which will be equal to the Black-Scholes valuation of the warrants equal to the discount recorded by Landore estimated to be approximately £486,486 (C$900,000) (at a discount rate of 3 per cent.) on the "going public" transaction.

Mr Bill Humphries and Mr Richard Prickett are directors of both Landore Resources and Lamaune. Accordingly, the entering into the Loan Amendment Agreement, as set out above, is considered to be a related party transaction under the AIM Rules for Companies. The independent directors of Landore Resources (being Mr Charles Wilkinson and Mrs Helen Green) consider, having consulted with Strand Hanson Limited, that the terms of the Loan Amendment Agreement are fair and reasonable insofar as the Company's shareholders are concerned.

Enquiries:

Bill Humphries/Richard Prickett

Landore Resources Limited

Tel: [phone]

Angela Hallett / James Spinney

Strand Hanson Limited

Nominated Adviser and Broker

Tel: [phone]

 

END

 

 

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