Debt Settlement Agreement with Lamaune Iron Inc.

RNS Number : 5046Q

Landore Resources Limited

13 September 2017

 

13 September 2017

Landore Resources Limited

("Landore" or the "Company")

Debt Settlement Agreement with Lamaune Iron Inc.

Landore is pleased to announce that its wholly owned subsidiary, Landore Resources Canada Inc. ("Landore Canada"), has today entered into a debt settlement agreement ("Debt Settlement Agreement") with Lamaune Iron Inc. ("Lamaune").

Pursuant to the Debt Settlement Agreement, Lamaune has agreed, conditional on its own shareholder approval, to issue to Landore Canada 576,192,087 common shares in the capital of Lamaune, in full satisfaction of the loan receiveable from Lamaune.

Following the issue of the shares, Landore Canada will hold 90.2% of the issued shares of Lamaune.

Background

In June 2011, Landore demerged certain of its mining claims and assets relating to the Lamaune iron ore and gold deposits (the "Lamaune Assets") by means of a distribution in specie of the entire issued share capital of Lamaune to the then current shareholders of Landore and the transfer of the Lamaune Assets to Lamaune from Landore Canada (the "Original Transaction").  Prior to effecting the Original Transaction, Lamaune, which had been formed specifically for purposes of the Original Transaction, was a wholly-owned subsidiary of Landore.

The purchase price for the transfer of the Lamaune Assets to Lamaune was CDN$6,200,000, which was satisfied by the issuance of a promissory note by Lamaune, as replaced effective as of August 29, 2012 and April 30, 2014 (the "Promissory Note"), and secured by a loan agreement, as amended effective as of August 29, 2012 (the "Loan Agreement"), and security agreement (the "Security Agreement") between Lamaune and Landore Canada (collectively, the "Loan Documents").  In connection with the Original Transaction, Landore also agreed to make a loan facility available to Lamaune for working capital requirements. 

Pursuant to the amendments to the Loan Agreement referenced above, among other matters, the maturity date was extended to April 30, 2019, certain payments were made by Lamaune to Landore Canada in respect of the interest accrued and owing up to April 30, 2014 and the interest provisions were revised such that the principal amount outstanding from time to time shall not bear any interest subsequent to April 30, 2014.

Pursuant to the Loan Agreement and Promissory Note, as at the date of this announcement, Lamaune is indebted to Landore Canada in the aggregate amount of CDN$6,159,320. 

In the accounts of Landore for the year ended 31 December 2014, due to a severe downturn in the global iron ore market, the Directors of Landore decided to make a full provision for impairment against the receivable from Lamaune.

Rationale for the Debt Settlement Agreement

The Original Transaction was effected following a strategic review of Landore's assets (as held through Landore Canada), which resulted in the proposal that the Lamaune Assets be transferred from Landore Canada to a separate entity (being Lamaune).  Following further review of the Lamaune Assets, management of Lamaune together with the Directors of Landore have determined that it would be in the best interests of both Landore and Lamaune to remerge the Lamaune Assets with the existing assets and properties of Landore (as held through Landore Canada), which are contiguous with the Lamaune Assets. 

As previously announced, following the successful discovery of the BAM East Gold prospect in late 2015, Landore initiated a review of the geology and mineralisation on several of the Company's earlier gold findings including the re-interpretation of the Lamaune Gold Deposit. The reviews concluded that several of these gold prospects, including the Lamaune Gold Deposit, were similar in geology and mineralisation to the BAM East Gold Deposit.

The review has encouraged the Company's belief that the favorable geological lithology containing the BAM East Gold Deposit has the potential to continue along the full east west extent of the greenstone belt traversing the Landore-Lamaune properties. Accordingly, the Directors of Landore consider that it would be in the interests of Landore shareholders to remerge the Lamaune Assets into the group in order that Landore can continue its exploration programme along this trend.

The Debt Settlement Agreement is subject to the receipt of approval by shareholders of Lamaune at a special meeting of Lamaune to be held on 11 October 2017, for which a circular, dated 12 September 2017, is expected to be posted to Lamaune shareholders on 14 September 2017. A further announcement will be made following this meeting.

Related Party Transaction

Bill Humphries and Richard Prickett are directors of both Landore and Lamaune and accordingly, the entering into the Debt Settlement Agreement is deemed to be a related party transaction under the AIM Rules. The independent directors, being the Directors other than Bill Humphries and Richard Prickett, consider, having consulted with the Company's nominated adviser, Strand Hanson Limited, that the terms of the Debt Settlement Agreement are fair and reasonable insofar as the Company's shareholders are concerned.

Enquiries:

Bill Humphries / Richard Prickett

Landore Resources Limited

Tel: [phone]

Tel: [phone]

Angela Hallett / James Spinney

Strand Hanson Limited

Nomad / Broker

Tel: [phone]

This announcement contains inside information as defined in Article 7 of the Market Abuse Regulation No 596/2014.

 

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