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LETTER AGREEMENT

Loan Agreement

LETTER AGREEMENT | Document Parties: TEXADA VENTURES INC | Bryant Park Capital, Inc | MAK Allen & Day Capital Partners, Inc | Royalty Exploration Acquisition Co, LLC | Royalty Exploration, LLC You are currently viewing:
This Loan Agreement involves

TEXADA VENTURES INC | Bryant Park Capital, Inc | MAK Allen & Day Capital Partners, Inc | Royalty Exploration Acquisition Co, LLC | Royalty Exploration, LLC

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Title: LETTER AGREEMENT
Governing Law: Colorado     Date: 9/1/2009

LETTER AGREEMENT, Parties: texada ventures inc , bryant park capital  inc , mak allen & day capital partners  inc , royalty exploration acquisition co  llc , royalty exploration  llc
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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:

 

1.         

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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