Palladon Ventures Ltd.

Palladon Ventures Ltd.

April 06, 2010 07:50 ET

Palladon Ventures Ltd.: Letter to Shareholders

SALT LAKE CITY, UTAH--(Marketwire - April 6, 2010) - Palladon Ventures Ltd. ("Palladon" or the "Company") (TSX VENTURE:PLL)(FRANKFURT:PV-1). This letter is intended to provide an update to shareholders about recent developments at the Company, including the equitization of Luxor Capital's indebtedness, the revised organizational structure at Palladon Ventures Ltd., and Palladon Iron Corporation's intentions going forward.

For the past year, the Company and its representatives vigorously pursued funding to repay the Luxor debt that originally matured in June 2009. The Company attempted to secure capital in the United States, Europe, Asia, and Canada. The Company met with financial investors, with strategic investors, and with logistics companies involved in the shipping and sale of iron ore. Palladon management fully appreciated the urgency of the situation, having worked through the original default and several negotiated extensions. While investors showed interest in the project, they consistently refused to purchase equity for the purpose of refunding the debt or to further fund the Company with the debt still in place, leaving Palladon with very limited financing options.

On the operations front, the Company also worked diligently for the past six months to obtain agreements to ship and sell iron ore. Unfortunately, as of March 15 the Company's efforts were not successful and as of present date no such agreement exists. In addition, rail and port contracts were not executed, because such contracts would only be finalized when an off-take agreement is executed.

On December 4, 2009, the Company executed a Letter Agreement that provided it the option to retire the entire Luxor debt at a significant discount prior to March 31, 2010. This agreement also provided that if the debt was not repaid at the discounted value by March 31st, then Luxor would write the debt down to $25 million and also receive a 50% interest in Palladon Iron Corporation ("PIC"). The Letter Agreement was subject to TSX Venture Exchange ("TSX-V) approval. Palladon, with assistance from its Canadian counsel, repeatedly communicated with the TSX-V during the review process. On several occasions, the Company requested to meet with the TSX-V to explain the proposed transaction and the evolution of the Agreement. The TSX-V presented the Company and its counsel with clarifying questions, which were responded to immediately.

On February 18, 2010, the TSX-V informed the Company that it would not approve the Letter Agreement. This decision, reached over two months after submission, took much longer than had been expected and exacerbated an already difficult situation. Palladon worked closely with Canadian counsel to get the TSX-V to reconsider its denial of the Letter Agreement. Despite these efforts and the Company's standing offer to provide whatever information necessary, the TSX-V would not rescind its decision, which it described as final.

The TSX-V denial left the Company in default once again and with no protective agreements in place. Fortunately, the Company was able to negotiate and execute a Forbearance Agreement on March 3, 2010, pursuant to which Luxor committed to "refrain from making a demand of payment of the outstanding principal amount and interest under the Term Loan and from enforcing any remedies against Palladon under the Extension Agreement" until March 15, 2010, giving the Company additional time to attempt to negotiate an alternative solution. The parties could not agree to an alternative solution, leaving Palladon in default and Luxor free to realize on its security interest, which included 100% of the shares of Palladon Iron Corporation ("PIC").

Immediately prior to the imposed March 15 deadline, Palladon was presented with two expressions of interest ("Proposals") for potential financings. One was presented the night of March 14 and the other on the morning of March 15. The Board and its counsel carefully reviewed these Proposals. Neither of the Proposals was a firm commitment nor a binding offer and each had many conditions, including due diligence periods. The Company had no assurance that the Proposals would ever yield a binding offer, and it was clear that a significant period would be required before the terms of any such offer could be determined. The Company was unable to negotiate a further forbearance with Luxor extending the deadline beyond March 15, and therefore determined that these Proposals were not viable options.

After due deliberation, on March 15, 2010, the Board of Directors voted unanimously to consent to the March 15, 2010, Satisfaction and Settlement Agreement ("the equitization"), whereby Luxor would realize on its security interest and convert its $40.55 million of indebtedness into a 78.26% interest in Palladon Iron Corporation, and Palladon Ventures Ltd. would retain a 21.74% interest in Palladon Iron Corporation. The Board believes that this approach provided the best outcome for shareholders and avoided the foreclosure proceedings or bankruptcy filing that otherwise appeared inevitable.

Regardless of shareholder or regulatory approval that might have been sought and obtained (or not), Luxor had the ability to realize on its security due to the ongoing defaults under the loan agreements, and to seize all the assets that were secured (the PIC shares). Because the assets that Luxor eventually acquired were a result of these circumstances and not a sale or disposition, shareholder approval was not sought. Furthermore, the timing imposed by Luxor did not provide for sufficient time to hold a shareholder meeting. Had a shareholder meeting been held, it would not have prevented Luxor from seizing the PIC shares in exercising its remedies. The alternative scenario would have had Luxor seizing the same assets via the bankruptcy process, the likely outcome being that the Company would be left with no ongoing interest in PIC.

The Board, in consultation with both its United States and Canadian counsel, carefully and thoroughly considered all available options, including the prospect of bankruptcy where shareholders would likely get no recovery. Given the numerous uncertainties, the bankruptcy path was judged an unacceptable risk. The Board acted in the best interest of shareholders to preserve the most value it could.

As a result of the equitization, Luxor became the majority and controlling shareholder of Palladon Iron Corp. and its Iron Mountain properties. Palladon Ventures will actively exercise its rights as a significant minority shareholder in PIC, having voting shares, a representative on the PIC Board of Directors and pro-rata capital call rights, in addition to related minority shareholder rights. Palladon Ventures will also be the conduit for keeping investors apprised of developments at PIC. Luxor has committed to provide quarterly Iron Mountain progress updates, and timely disclosure of significant events congruent with what would be considered material at a public company.

Palladon Ventures will continue to fulfill the compliance and reporting obligations required to maintain its public listing, but will reduce expenses as much as possible. The Board will be reduced from six members to three. Steve Gilbert, Dale Gilbert and John Brownlie have resigned, leaving members Jeff Clark, John Cutler and Robert Getz. Dale Gilbert has also resigned from the CEO position at Palladon Ventures to become the CEO at Palladon Iron Corporation. The Company would like to thank these men for their service and contributions. Management will now consist of John Cutler as President and Leonard Sojka as CFO. Under a greatly reduced operating budget, Palladon Ventures expects to operate with a limited physical presence. In the near term, the Company will need to raise a small amount of capital to fund the operating expenses required to remain a reporting company.

Palladon Ventures and Palladon Iron remain optimistic about the future of the Iron Mountain project, which is now debt free for the first time since the earliest days of PIC. Consequently, PIC is assembling a seasoned management team, starting with Dale Gilbert. PIC has also hired financial advisors to help raise the capital necessary to advance the concentrate scenario. PIC will continue its efforts to secure a contract to ship run-of-mine ore, while also evaluating the feasibility of producing an even higher value-added product.

On Behalf of the Board of Directors,

John Cutler, President

About Palladon
Palladon Ventures Ltd. holds a significant minority interest in Palladon Iron Corporation, which is focused on advancing the Iron Mountain Project, an iron ore mine located west of Cedar City, Utah.

Disclaimer for Forward-Looking Information:
Certain statements in this release are forward-looking statements, which reflect the expectations of management. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future, which include the Company's continuing efforts finance current operations and further development of the Iron Mountain Project. Such statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits the Company will obtain from them. These forward-looking statements reflect management's current views and are based on certain expectations, estimates and assumptions which may prove to be incorrect. A number of risks and uncertainties could cause our actual results to differ materially from those expressed or implied by the forward-looking statements, including: (1) a downturn in general economic conditions in North America and internationally, (2) the inherent uncertainties and speculative nature associated with mineral exploration and production, (3) a decreased demand for minerals, (4) any number of events or causes which may delay or cease exploration and development of the Company's property interests, such as environmental liabilities, weather, mechanical failures, safety concerns and labor problems; (5) the risk that the Company does not execute its business plan, (6) inability to retain key employees, (7) inability to finance operations and growth, (8) other factors beyond the Company's control; and (9) the risk that the Company will not be able to raise funds due to Luxor Capital Group. These forward-looking statements are made as of the date of this news release and, except as required by law, the Company assumes no obligation to update these forward-looking statements, or to update the reasons why actual results differed from those projected in the forward-looking statements.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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