Exhibit 10.1
LOAN
AGREEMENT
THIS LOAN AGREEMENT (this “
Agreement ”), dated as of August 27, 2009, by and
among Trilliant Exploration Corporation a Nevada corporation, (the
“ Company ”), and Charms Investments, LTD
(the “ Lender ”).
WITNESSETH:
WHEREAS , the Company and the Lender are executing and
delivering this Agreement in reliance upon an exemption from
securities registration pursuant to Section 4(2) and/or
Rule 506 of Regulation D (“ Regulation D ”)
as promulgated by the U.S. Securities and Exchange Commission (the
“ SEC ”) under the Securities Act of 1933, as
amended (the “ 1933 Act ”);
WHEREAS, the Parties agreed that the Lender will provide
the Company with a loan (the "LOAN") in the aggregate principal
amount of up to US$500,000.00 (the "PURCHASE PRICE" or
"PRINCIPAL AMOUNT"), subject to terms and conditions set forth in
this Agreement, and secured by promissory notes of the Company
("NOTE" or "NOTES"), a form of which is annexed hereto as EXHIBIT
A, convertible into shares ("CONVERSION SHARES") of the Company's
Common Stock (the "COMMON STOCK") at a per share conversion price
set forth in the Note (the "CONVERSION PRICE". The Notes and
Conversion Shares are collectively referred to herein as the
"SECURITIES";
NOW, THEREFORE, in consideration of the mutual covenants and
other agreements contained in this Agreement the Company and the
lender hereby agree as follows:
1. THE
LOAN.
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Under the terms
and subject to the conditions set forth in this Agreement, the
Lender shall loan to the Company a principal amount of up to US
$500,000 in installments as follows:
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A first
installment of $25,000 on or about August 27, 2009 (the
“Initial Installment”);
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A second
installment of $80,000 on or about August 28, 2009;
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A third
installment of $70,000 on or about August 31, 2009;
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Such subsequent
installments in such amounts and on such dates as the parties shall
agree; however, nothing contained herein shall be interpreted as
requiring the Lender to make any future installments.
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The "CLOSING
DATE" shall be August 27, 2009.
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All
installments hereunder may be transferred to the Company or its
assigns by the Lender, or by a third party on behalf of the Lender,
however, such third party, if any, shall have no rights or
obligations under this Agreement.
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The second
installment in the amount of $80,000 shall be paid directly to
Compania Minera del Pacifico Noreste S.A. on behalf of the Company
and for further credit to the accounts of the Company’s
subsidiary Compania Minera Muluncaygold, S.A.
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All funds
transferred pursuant to this agreement shall bear interest at the
rate of 8% per annum.
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2. LENDER
REPRESENTATIONS AND WARRANTIES. Lender hereby represents
and warrants that:
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AUTHORIZATION
AND POWER. it has the requisite power and authority to enter into
and perform this Agreement and the other Transaction Documents and
to purchase the Notes and Warrants being sold to it
hereunder.
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INFORMATION ON
COMPANY. As a shareholder of the Company Lender has been furnished
with or has had access to all information concerning its
operations, financial condition and other matters as Lender has
requested.
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COMPLIANCE WITH
SECURITIES LAWS. Lender understands and agrees that the Securities
have not been registered under the 1933 Act or any applicable state
securities laws, by reason of their issuance in a transaction that
does not require registration under the 1933 Act.
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3. COMPANY
REPRESENTATIONS AND WARRANTIES. The Company represents and warrants
to and agrees that:
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DUE
INCORPORATION. The Company is a corporation or other entity duly
incorporated or organized, validly existing and in good standing
under the laws of Nevada.
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OUTSTANDING
STOCK. All issued and outstanding shares of capital stock of the
Company have been duly authorized and validly issued and are fully
paid and non-assessable.
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AUTHORITY;
ENFORCEABILITY. This Agreement, the Note, and all other
agreements delivered together with this Agreement or in connection
herewith (collectively TRANSACTION DOCUMENTS") have been duly
authorized, executed and delivered by the Company and are valid and
binding agreements of the Company enforceable in accordance with
their terms. The Company has full corporate power and
authority necessary to enter into and deliver the Transaction
Documents and to perform its obligations thereunder.
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THE SECURITIES.
The Securities upon issuance:
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(i) are,
or will be, free and clear of any security interests, liens, claims
or other encumbrances, subject to restrictions upon transfer under
the 1933 Act and any applicable state securities laws;
(ii) have
been, or will be, duly and validly authorized and on the date of
issuance of the Securities, the Securities will be duly and validly
issued, fully paid and non-assessable.
(iii) will
not have been issued or sold in violation of any preemptive or
other similar rights of the holders of any securities of the
Company;
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LITIGATION.
There is no pending or, to the best knowledge of the Company,
threatened action, suit, proceeding or investigation before any
court, governmental agency or body, or arbitrator having
jurisdiction over the Company.
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DEFAULTS. The
Company is not in violation of its articles of incorporation or
bylaws. The Company is (i) not in default under or in violation of
any other material agreement or instrument to which it is a party
or by which it or any of its properties are bound or affected,
which default or violation would have a Material Adverse Effect,
(ii) not in default with respect to any order of any court,
arbitrator or governmental body or subject to or party to any order
of any court or governmental authority arising out of any action,
suit or proceeding under any statute or other law respecting
antitrust, monopoly, restraint of trade, unfair competition or
similar matters.
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NO GENERAL
SOLICITATION. Neither the Company, nor any of its Affiliates,
nor to its knowledge, any person acting on its or their behalf, has
engaged in any form of general solicitation or general advertising
(within the meaning of Regulation D under the 1933 Act)
in connection with the offer or sale of the
Securities.
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REPORTING
COMPANY. The Company is a publicly-held company subject to
reporting obligations pursuant to Section 13 of the Securities
Exchange Act of 1934, as amended (the "1934 ACT") and has a class
of Common Stock registered pursuant to Section 12(g) of the 1934
Act. Pursuant to the provisions of the 1934 Act, the Company has
timely filed all reports and other materials required to be filed
thereunder with the Commission during the twelve months preceding
the date of this Agreement and the Closing Date.
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LISTING. The
Company's Common Stock is quoted on the Bulletin Board under the
symbol TTXP. The Company has not received any oral or written
notice that its Common Stock is not eligible nor
will become ineligible for quotation on the Bulletin
Board nor that its Common Stock does not meet all requirements
for the continuation of such quotation. The Company satisfies all
the requirements for the continued quotation of its Common Stock on
the Bulletin Board.
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4. CONVERSION
OF NOTE.
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Upon the
conversion of a Note or part thereof, the Company shall, at its own
cost and expense, take all necessary action, including obtaining
and delivering, an opinion of counsel to assure that the Company's
transfer agent shall issue stock certificates in the name of Lender
(or its permitted nominee) or such other persons as designated by
Lender and in such denominations to be specified at conversion
representing the nu
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