Leo Motors Inc. (OTCPK:LEOM) announced that it has entered into a securities purchase agreement for the private placement of 3 convertible promissory notes for gross proceeds of $447,275 on June 24, 2015. The company will issue securities to three Korean accredited investors. The company will issue securities pursuant to exemption provided under Regulation D. Each note has a maturity date which is one year after the date of issuance and has a fixed interest rate of 4% per annum. Each note is convertible into shares of the company's common stock at any time on the date that is three months after the issuance date at a fixed conversion price equal to $0.15 per share, which may be adjusted, at the holder's option, to a price equal to the higher of the par value of common stock or 85% of the average trading price of the common stock for the 30 days immediately preceding the date of conversion. The company is permitted to repay the note at any time after the date that is three months after the date of issuance. The holder shall have the right from and after the date which is 90 days after the issue date and then at any time until this note is fully paid, to convert any outstanding and unpaid principal portion of this note, and accrued interest, at the election of the holder into fully paid and non-assessable shares of the borrower's common stock.

The company will also issue warrants to holders of the notes three months after the issuance of the notes. The warrants entitle the holders to purchase an aggregate of 2,978,850 shares of the company's common stock at $0.15 per share, which may be adjusted, at the holder's option, to a price equal to 85% of the average trading price of the common stock for the 30 days immediately preceding the date of exercise. The warrants expire in nine months after issuance and are exercisable at any time prior to expiration. The warrants may be exercised on a cashless basis. If default is made in the payment of this note, the company shall pay the holder hereof reasonable costs of collection, including reasonable attorneys' fees.