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EXHIBIT 10.4
AMENDMENT TO PLAN OF REORGANIZATION
AND SHARE EXCHANGE AGREEMENT
DATED JUNE 17, 2011
BY AND BETWEEN RED MOUNTAIN RESOURCES, INC.
AND BLACK ROCK CAPITAL, LLC
AND BLACK ROCK CAPITAL SHAREHOLDERS
Amendment to Plan of Reorganization
and Share Exchange Agreement
Dated June 17, 2011
By and between Red Mountain Resources, Inc.
and Black Rock Capital, LLC
and Black Rock Capital shareholders.
For and in consideration of mutual benefits, detriments, and promises, the
adequacy of which is hereby acknowledged, Red Mountain Resources, Inc. and Black
Rock Capital, Inc. (formerly LLC) and Black Rock shareholders hereby amend the
plan of Reorganization and Share Exchange Agreement as follows:
1) The closing date is extended to June 20, 2011.
2) The Bank of Lonoke - Black Rock's loan holder has made certain
additional requirements to the assumption of the loan by Red Mountain
- i.e.
a. Alan Barksdale must be CEO during term of the loan
b. Black Rock Capital, Inc.'s 1,000 common shares (100%) shall be
pledged as collateral for the loan, by Red Mountain Resources,
Inc. to Bank of Lonoke
c. Black Rock Capital's assets shall remain held in the name of
Black Rock Capital, Inc. during term of loan
d. Red Mountain and Black Rock shall jointly sign a new note to the
Bank of Lonoke to replace the loan to Bamco, LLC, in
receivership, in the amount of approximately $2,800,000, which is
currently in default, and the Bank will assign the defaulted note
to Red Mountain Resources, Inc.
3) Red Mountain Resources, Inc. has agreed to the additional requirements
of the Bank of Lonoke, and so modifies the Plan of Reorganization and
Share Exchange Agreement, provided Black Rock Capital, Inc. and its
shareholders perform as follows:
a) Shareholders of Black Rock Capital, Inc. agree to Pledge 2
million common shares of Red Mountain Resources, Inc., which are
being issued at closing, to secure the Black Rock Loan and the
replacement note for Bamco, LLC to the Bank of Lonoke, and in the
event that such loan has not been paid, nor assets of Bamco, LLC
acquired by Red Mountain Resources, Inc. within 9 months of the
closing, then such pledged shares may be either liquidated or
retired to Red Mountain, at its option.
4) All Agreements herein are subject to final Bank loan documentation
approval by the Board.
5) All other terms shall remain the same.
Date ____________________
Red Mountain Black Rock Capital, Inc.
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Shareholders
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