PUBLIC NOTICE OF ARTICLE 9 SALE: Oak Savanna LM, LLC (Texas)

NOTICE OF PUBLIC UCC ARTICLE 9 SALE

1. Executive Summary. ECapital Loan Fund II, LLC (“Secured Party”) will conduct, through its counsel acting as its agent, Winstead PC (the “Agent”), on June 16, 2021 at 1:00 p.m. CDT or such later date as provided below (the “Auction Date”), a disposition of the below described collateral by public sale (the “Auction”) To participate in the Auction, you must comply with the Participation Requirements below by June 14, 2021 (the “Bid Deadline”). The below described collateral will provide the successful bidder with, among other things, indirect rights for water associated with the London Mine located in Park County, Colorado.
2. Debtors: The debtors are Oak Savanna LM, LLC, a Texas limited liability company (“Borrower”), and Todd Mehall, an individual (the “Pledgor”).
3. Secured Party: The secured party conducting this public sale of the Property, as defined below, is ECapital Loan Fund II, LLC (“Secured Party”).
4. Agreements and Legal Authority Pursuant to Which the Sale is Held:
   1. Loan and Security Agreement dated May 8, 2019, between Borrower and Secured Party (the “Loan and Security Agreement”).
   2. Promissory Note dated May 8, 2019, executed by Borrower in favor of Secured Party (the “Note”).
   3. Pledge and Security Agreement dated May 8, 2019, executed by the Pledgor, granting a security interest in all of the equity interests in the Borrower (the “Pledge Agreement”).

   The foregoing documents, along with any other documents related thereto, are collectively referred to as the “Loan Documents.” The Auction is taking place in accordance with the provisions of the Texas Uniform Commercial Code, Section 9 101 et seq. (the “UCC”) as a result of certain defaults by the below named Borrower under the Loan Documents.

5. Date, Hour and Manner of Sale: The Auction will be conducted on the Auction Date at 1:00 p.m. CDT virtually by online video conference using Zoom or similar platform (with a telephonic option for those who wish to dial in by phone only) (the “Video Platform”). Subject to applicable Federal, state and local laws and rules related to the COVID-19 pandemic, there may also be the ability of qualified bidders to request to attend the sale in-person. The Secured Party may elect to appoint a licensed auctioneer to conduct the Public Sale.
6. Description of Property to be Sold: All of the right, title and interest (i) of Borrower in all of Borrower’s assets described in the Loan and Security Agreement (the “Borrower Assets”), all (ii) of Pledgor in all of the membership interest in the Borrower (the “Pledgor Assets” and together with the Borrower Assets, collectively, the “Property”). The Borrower Assets include, without limitation, that certain Loan and Security Agreement dated May 8, 2019, between Borrower and MineWater Finance LLC and that certain Loan and Security Agreement dated May 8, 2019, between Borrower and Brittan Commodities LLC. These two loan and security agreements grant Borrower rights with respect to water associated with the London Mine located in Park County, Colorado. Consequently, the successful bidder at the Auction will acquire indirect rights to such water.
7. Secured Party has a first priority security interest in the Property. The total amount due to Secured Party is in excess of $3.9 million. Secured Party may bid for the Property and credit bid against all or a portion of its scured claim. The Property will be sold free and clear of Secured Party’s lien and any subordinate security interests in the Property.

   The Property may include unregistered securities under the Securities Act of 1933, and as such may be subject to certain transfer restrictions and will be sold as a single block. Secured Party reserves the right to establish all bidding procedures and requirements and to have prospective bidders reasonably demonstrate that they are qualified investors and their ability to perform and close on the acquisition of the Property to the satisfaction of Secured Party.

   A complete description of the Property can be obtained by contacting the Agent through the contact information provided herein.

8. Participation Requirements: In order to participate in the bidding process at the Auction and obtain admittance to the Video Platform, each person (a “Potential Bidder”) must deliver to the undersigned counsel to Secured Party at ([email protected]) by the Bid Deadline:
   1. an executed confidentiality agreement in form and substance satisfactory to Secured Party;
   2. current financial statements of the Potential Bidder that will show sufficient assets to be able to close on a purchase of the Property or other evidence of the ability to purchase the Property reasonably satisfactory to Secured Party;
   3. a deposit in the amount of $50,000 (the “Sale Deposit”) by bank wire transfer, certified or cashier’s check or another form of payment Secured Party may agree to accept in writing will be required of all Potential Bidders wishing to participate in the Auction as a Qualified Bidder (as hereinafter defined). The Sale Deposit will be held in the Agent’s client funds account and will be credited against the purchase price of the Property on a dollar-for-dollar basis if the Qualified Bidder is the successful purchaser of the Property at the Auction. The Sale Deposit shall be subject to the provisions of Terms of Sale below. All deposits (except that of highest bidder) shall be returned within three business days of the conclusion of the bidding; and
   4. an agreement by the Potential Bidder and the representatives of the Potential Bidder taking part in the auction to being recorded. No representatives of the Potential Bidder may take part in the Auction without providing such agreement. Such agreement shall also designate a single individual authorized to speak on behalf of the Potential Bidder at the Auction.
9. Information and Due Diligence: A Potential Bidder that complies with the foregoing requirements shall be deemed a qualified bidder (each, a “Qualified Bidder”). A Qualified Bidder will be permitted to perform due diligence by contacting the following representative of the Agent: Jennifer Knapek ([email protected]). Secured Party will be deemed to be a Qualified Bidder. The information provided to qualified, interested parties has been provided by the Borrower. Neither the Secured Party nor its staff, agents or attorneys has independently verified such information, nor do they warrant the truth or accuracy of any statement made therein. Interested parties are solely responsible for performing their own due diligence to determine the nature, value, fitness for use and status of the offered Property through independent investigation by themselves and their legal and financial advisors.
10. Terms of Sale: At the Auction, the Property shall be offered for acquisition by Qualified Bidders. The Property will be sold at the public Auction to the highest Qualified Bidder. Agent reserves the right to permit, at its sole discretion, Qualified Bidders to participate telephonically in the auction. The Auction will be conducted by open bidding in the Video Platform in accordance with the bidding procedures to be distributed by the Agent not less than one business day prior to the Auction Date. The Auction will be recorded.

    The Property shall be sold for cash at such price or prices and on such other commercially reasonable terms as Secured Party may determine in its sole discretion. Higher bids will continue to be entertained until Secured Party has determined that it has received the highest or best bid for the Property in its sole discretion. Secured Party shall be permitted to bid at the sale and, notwithstanding any requirement herein that the sale of the Property be for cash, may credit its bid against all or a portion of its secured claim and become the purchaser of the Property. Secured Party reserves the right to reject all bids and terminate the sale or adjourn the sale to such other time or times as it may deem proper only by announcement on the date of sale or any subsequent adjournment thereof without further publication and impose any other commercially reasonable conditions upon the sale of the Property as it may deem proper. Payment will be accepted only by wire transfer of same day funds, or, in the case of purchase by Secured Party, credit against amounts due under the Loan Documents. Payment must be made in full (net of the Sale Deposit) within two business days of the sale by a wire transfer of same day funds, or on such other terms as agreed by Secured Party in its sole discretion. The sale of the Property shall be effectuated by delivery of a Secured Party Bill of Sale with no representations, no warranties (whether express or implied) and all Property sold, “as-is, where-is, with all faults.”

    The Secured Party, if it deems advisable, will designate a second party as back-up bidder in the event that the successful bidder is unable to consummate the anticipated transaction. If, at any point, the successful bidder or backup bidder is unable to fulfill its commitments, its Sale Deposit will be forfeited to the Secured Party. The Secured Party may, in its sole and absolute discretion, waive this forfeiture.

11. No Warranties: The Property will be sold “AS IS, WHERE IS,” “WITH ALL FAULTS,” and “WITHOUT ANY WARRANTIES WHATSOEVER, EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, A WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR OR OTHER PURPOSE,” and subject to taxes, special assessments and liens that have been levied or assessed, and/or are unpaid or unsatisfied (none of which will be paid by Secured Party). The Property is being sold without recourse to Secured Party, its attorneys or representatives. Secured Party does not claim title to the Property being sold hereunder and disclaims any warranty of title, possession, quiet enjoyment and the like in the sale.

    Secured Party makes no representation or warranty as to (i) state or condition of title, (ii) physical, financial, or environmental condition, (iii) existence, validity, or amount of any liens or claims senior to that of Secured Party, or (iv) value of or income produced or that may be produced by the Collateral.

12. No Fees Payable: No person shall be entitled to any expense reimbursement, brokerage fee, breakup fee, “topping,” termination or similar fee or payout from the proceeds of the Sale.
13. Postponement of Public Sale: The public Auction scheduled on the date set forth above may be postponed. In such event, an announcement of postponement of the scheduled sale will be made by Secured Party at the currently proposed date and time of the Auction and by Secured Party contacting all Qualified Bidders by email.
14. Additional Information:

    Jennifer Knapek
    Winstead PC
    2728 North Harwood
    Dallas, Texas 75201
    [email protected]
    214-745-5230
    Attorneys for the Secured Party