EXHIBIT 10.1
LETTER AGREEMENT DATED AUGUST 25,
2009, SIGNED AUGUST 28, 2009
ROYALTY EXPLORATION,
LLC
and
TEXADA VENTURES
INC.
LETTER AGREEMENT
August 25, 2009
This Letter
Agreement supersedes the term sheet dated March 9, 2009 (the
“ Term Sheet ”) by and between Texada
Ventures Inc., a Nevada corporation (“ Texada
”), and Royalty Exploration, LLC, a Delaware limited
liability company, and Royalty Exploration Acquisition Co., LLC
(“ Royalty Exploration ”), except as
otherwise provided herein. Capitalized terms not
otherwise defined in this Letter Agreement shall have the meanings
set forth in the Terms Sheet.
The Texada and Royalty Exploration entered the
Term Sheet under which the parties agreed to enter into the
Definitive Agreement on or before May 15, 2009 and complete the
Business Combination and the Placement on or before May 29, 2009
(collectively, the “ Texada Transactions
”). Although the parties worked in good faith to
close the Texada Transactions as contemplated in the Term Sheet,
the Texada Transactions have not closed as anticipated due to
conditions in the financial markets. On or about July
24, 2009, Royalty Exploration entered into engagement letters with
each of MAK Allen & Day Capital Partners, Inc. (“
MAK ”) and Bryant Park Capital, Inc. (“
BPC ”) to provide financial advisory services
in connection with the Gore Acquisition and the Placement (the
“ MAK-BPC Engagement ”). Each
of Royalty Exploration and Texada understand that the Acquisition
as contemplated in the Term Sheet may not be completed as
planned.
Under the terms of the Term Sheet, each of
Royalty Exploration and Texada agreed to undertake certain
obligations and commitments, including binding commitments under
Sections 1.C, 6, 13, 14, 15, 16 and 17 of the Term Sheet, with the
expectation of closing and to facilitate the Texada
Transactions. Texada advanced to Royalty Exploration
$83,284 under the terms of the Bridge Loan, which is repayable in
accordance with Section 1.C of the Term Sheet. Texada
also incurred expenses and opportunity costs related to the
facilitating the Texada Transactions.
Each of Royalty Exploration and Texada agree
that it is in the best interest of the parties and their respective
shareholders to amicably agree to specify each party’s
obligations under the Term Sheet under the terms set forth in this
Letter Agreement. Accordingly, each of Royalty
Exploration and Texada agree as follows:
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Royalty
Exploration agrees to pay Texada $168,971 in cash (the “
Texada Payment ”) as full and complete
satisfaction of the obligations under the Term Sheet, including the
Bridge Loan and any expenses incurred in co
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