RECITALS
Exhibit 10.18
AGREEMENT TO READJUST CERTAIN TERMS OF LOANS & WARRANTS
THIS AGREEMENT calling for the adjustment of certain loan and warrant
terms (the "Agreement") is made and entered into this 30th day of January, 2002,
(the "Effective Date") by and between Electrum, LLC, LCM Holdings Ltd., the
Estate of Xxxxxxx Xxxxxx, and Xxxxx Xxxxxxxx, (hereinafter, "Electrum Group"),
and Trend Mining Company, a Delaware corporation ("Trend").
RECITALS
Reference is made to Appendix "A" attached hereto detailing loans made
to Trend during the period from 11/06/00 to 01/08/02 by Electrum Group. Such
loans have accrued interest payable by Trend in the total amount of $42,950 as
of 01/29/02 and as detailed in Appendix "B" attached hereto. The terms of such
loans provided for convertibility into equity as follows:
* The loans were to convert at $1.25 into a Trend Unit;
* Each Unit consisted of one Trend share and one warrant exercisable
at $1.50.
As additional compensation for having made such loans, the Electrum
Group were also granted one warrant for each dollar loaned to the Company. The
schedule of such warrants already granted is listed in Appendix "C" attached
hereto. These warrants are exercisable at a price of $1.50 and expire at various
times as indicated in Appendix "C".
AGREEMENT
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged by Trend and Electrum Group, the parties hereby
agree as follows:
1) Electrum Group hereby agrees to immediately extend a further
$150,000 loan to Trend.
2) Electrum Group herby agrees to waive the accrued interest owed as of
01/29/02 as detailed in Appendix "B" and totaling $42,950.
3) Trend agrees to reduce the conversion rate of the Trend Units to
$.50.
4) Each Unit will consist of one share and one warrant with the warrant
being exercisable for a period of five years from the date of
conversion and exercisable at a price of $.50.
5) The outstanding warrants detailed in Appendix "C"` shall be
exercisable at a price of $1.00 and the exercise term will be
extended by a period of one year.
6) The new loan of $150,000 shall be convertible under the new terms
outlined above and shall also bear a warrant for 150,000 shares
exercisable at $ 1.00 for a period of five years from the date of
the loan.
-1-
7) Trend and Electrum agree that the warrants detailed by Appendix "C"
are as of this date null and void and Trend hereby agrees to
expeditiously issue new warrant certificates reflecting the revised
terms as outlined in this Agreement.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement and
made it effective as of the date first written above.
ELECTRUM GROUP TREND MINING COMPANY,
a Delaware corporation
By:_____________________________ By: /s/ Xxxx Xxxxxxx
Name: Xxx Xxxxxx Name: Xxxx Xxxxxxx
Title: Its representative Title: President
-2-
Appendix "A"
Loan Transactions from Electrum and Associates
Trend Mining Company
Party Date Amount Balance
Electrum
11/06/2000 35,000.00 35,000.00
12/04/2000 100,000.00 135,000.00
12/18/2000 50,000.00 185,000.00
01/26/2001 50,000.00 235,000.00
03/15/2001 50,000.00 285,000.00
04/10/2001 50,000.00 335,000,00
05/04/2001 50,000.00 385,000.00
06/04/2001 50,000.00 435,000.00
07/03/2001 85,000.00 520,000.00
--------- ----------
Total Electrum 520,000.00 520,000.00
Xxxxx Xxxxxxxx
01/08/2002 30,000.00 30,000.00
--------- ---------
Total Xxxxx Xxxxxxxx 30,000.00 30,000.00
LCM Holdings
10/26/2001 50,000.00 50,000.00
11/01/2001 10,000.00 60,000.00
11/15/2001 30,000.00 90,000.00
11/28/2001 29,445.12 119,445.12
--------- ----------
Total LCM Holdings 119,445.12 119,445.12
Xxxxxxx X. Xxxxxx
09/27/2001 90,000.00 90,000.00
09/28/2001 10,000.00 100,000.00
--------- ----------
Total Xxxxxxx X. Xxxxxx 100,000.00 100,000.00
Total all Loans $769,445.12
Appendix B
Trend's Notes Payable to Electrum & Associates - accrued interest
as of 1/29/2002
Electrum
date amount rate per day date n accrual
---- ------ ------------ ---- - -------
11/6/00 $ 35,000 0.000219178 1/29/02 449 $ 3,444
12/4/00 $ 100,000 0.000219178 1/29/02 421 $ 9,227
12/18/00 $ 50,000 0.000219178 1/29/02 407 $ 4,460
1/26/01 $ 50,000 0.000219178 1/29/02 368 $ 4,033
3/15/01 $ 50,000 0.000219178 1/29/02 320 $ 3,507
4/10/01 $ 50,000 0.000219178 1/29/02 294 $ 3,222
5/4/01 $ 50,000 0.000219178 1/29/02 270 $ 2,959
6/4/01 $ 50,000 0.000219178 1/29/02 239 $ 2,619
7/3/01 $ 85,000 0.000219178 1/29/02 210 $ 3,912
--------- -------
$ 520,000 $37,384
Xxxxxx
8/28/01 $ 90,000 0.000219178 1/29/02 154 $ 3,038
10/2/01 $ 10,000 0.000219178 1/29/02 119 $ 261
--------- -------
$100,000 $ 3,299
LCM
10/26/01 $ 50,000 0.000219178 1/29/02 95 $ 1,041
11/1/01 $ 10,000 0.000219178 1/29/02 89 $ 195
11/15/01 $ 30,000 0.000219178 1/29/02 75 $ 493
11/28/01 $ 29,445 0.000219178 1/29/02 62 $ 400
--------- -------
$ 119,445 $ 2,129
Xxxxxxxx
1/8/02 $ 30,000 0.000219178 1/29/02 21 $ 138
Total as of 1-29-02 $42,950
=======
Appendix C
Warrant Schedule for Electrum and Others
Isued to Warrant # #Shares Exp. Date Price/Share
-------- --------- ------- --------- -----------
Electrum 14 285,000 9/30/03 $1.50
Electrum 18 50,000 9/30/06 $1.50
Xxxxxxx X. Xxxxxx 21 90,000 1/9/04 $1.50
Xxxxxxx X. Xxxxxx 22 10,000 1/9/04 $1.50
LCM Holdings LDC 23 50,000 1/9/04 $1.50
LCM Holdings LDC 24 10,000 1/9/04 $1.50
LCM Holdings LDC 25 30,000 1/9/04 $1.50
LCM Holdings LDC 26 29,445 1/9/04 $1.50
Xxxxxxxx 27 30,000 1/9/04 $1.50
-------
584,445
