EXHIBIT J Shareholder Voting Agreement This SHAREHOLDER VOTING AGREEMENT (this "Agreement") is made and entered into as of March 19, 2004, by and among Jacqueline B. Mars, as Trustee for the Jacqueline Badger Mars Trust, dated February 5, 1975, as...Shareholder Voting Agreement • September 13th, 2004 • Sentient Global Resources Fund I, L.P. • Mining & quarrying of nonmetallic minerals (no fuels) • Utah
EXHIBIT K FILING AGREEMENT DATED SEPTEMBER 1, 2004 REGARDING JOINT FILING OF SCHEDULE 13D The undersigned hereby agree that: (i) Each is eligible to use the Schedule 13D attached hereto; (ii) The attached Schedule 13D is filed on behalf of each of the...Filing Agreement • September 13th, 2004 • Sentient Global Resources Fund I, L.P. • Mining & quarrying of nonmetallic minerals (no fuels)
RECITALS:Management and Cost Reimbursement Agreement • September 13th, 2004 • Sentient Global Resources Fund I, L.P. • Mining & quarrying of nonmetallic minerals (no fuels)
RECITALS:Securityholder Agreement • September 13th, 2004 • Sentient Global Resources Fund I, L.P. • Mining & quarrying of nonmetallic minerals (no fuels) • Colorado
EXHIBIT E NEITHER THIS DEBENTURE NOR THE SECURITIES FOR WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION...Sentient Global Resources Fund I, L.P. • September 13th, 2004 • Mining & quarrying of nonmetallic minerals (no fuels) • Colorado
CONTRIBUTION AGREEMENTContribution Agreement • June 4th, 2007 • Sentient Global Resources Fund I, L.P. • Mining & quarrying of nonmetallic minerals (no fuels)
This CONTRIBUTION AGREEMENT (the “Agreement”) is made and entered into May 23, 2007, by and between Sentient Executive GP I, Limited on behalf of the general partner of Sentient Global Resources Fund I, L.P. (the “Fund”) and Sentient USA Resources Fund, L.P., a Delaware limited partnership (the “Partnership”).
Debenture Purchase AgreementDebenture Purchase Agreement • June 6th, 2008 • Sentient Global Resources Fund I, L.P. • Mining & quarrying of nonmetallic minerals (no fuels) • Colorado
This Debenture Purchase Agreement is entered into on May 27, 2008, to be effective as of October 31, 2007 (the “Effective Date”), and is by and among Sentient USA Resources Fund, L.P., a Delaware limited partnership (“Sentient LP”), AmerAlia, Inc., a Utah corporation (“AmerAlia”), Natural Soda, Inc., a Colorado corporation (“Soda”) and Natural Soda Holdings, Inc., a Colorado corporation (“Holdings”).
FILING AGREEMENT DATED TO BE EFFECTIVE MAY 27, 2008 REGARDING JOINT FILING OF SCHEDULE 13DFiling Agreement • June 6th, 2008 • Sentient Global Resources Fund I, L.P. • Mining & quarrying of nonmetallic minerals (no fuels)
FILING AGREEMENT DATED JUNE 4, 2007 REGARDING JOINT FILING OF SCHEDULE 13DFiling Agreement • June 4th, 2007 • Sentient Global Resources Fund I, L.P. • Mining & quarrying of nonmetallic minerals (no fuels)
CONTRIBUTION AGREEMENT (NSHI)Contribution Agreement • June 6th, 2008 • Sentient Global Resources Fund I, L.P. • Mining & quarrying of nonmetallic minerals (no fuels)
This CONTRIBUTION AGREEMENT (the “Agreement”) is made and entered into May 27, 2008, by and between Natural Soda Holdings, Inc., a Colorado corporation (“Holdings”) and AmerAlia, Inc., a Utah corporation (“AmerAlia”).
AGREEMENT TO SHARE PROCEEDSAgreement to Share Proceeds • June 4th, 2007 • Sentient Global Resources Fund I, L.P. • Mining & quarrying of nonmetallic minerals (no fuels) • Colorado
This Agreement To Share Proceeds, is made and entered into to be effective as of the 19th day of March, 2004 by and among Sentient Executive GP I, Limited, acting on behalf of the General Partner of Sentient Global Resources Fund I, L.P. and Sentient (Aust) Pty. Limited, acting on behalf of Sentient Global Resources Trust No. 1. (collectively the “Sentient Entities”) and Jacqueline B. Mars as the Trustee of the Jacqueline Badger Mars Trust dated February 5, 1975, located at c/o Stone Hill Farm, 3417 Landmark Road, The Plains, Virginia 22171, Attn: David Newby (Tel: (514) 223-2578; Fax: (514) 223-2575) (the “Trust”).
JOINT FILING AGREEMENTJoint Filing Agreement • July 27th, 2007 • Sentient Global Resources Fund I, L.P. • Metal mining
The undersigned hereby agree that the statement on Schedule 13D dated July 27, 2007, with respect to the common shares, par value Norsemont Mining Inc., a Vancouver, British Columbia corporation, is, and any amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to an in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934.
PROMISSORY NOTE EXTENSION AGREEMENTPromissory Note Extension Agreement • June 6th, 2008 • Sentient Global Resources Fund I, L.P. • Mining & quarrying of nonmetallic minerals (no fuels)
This Promissory Note Extension Agreement is entered into this 27th day of May, 2008, to be effective as of December 31, 2007 and is by and between Sentient USA Resources Fund II, L.P., a Delaware limited partnership (“Sentient II LP”) and AmerAlia, Inc., a Utah corporation (“AmerAlia”).
EXHIBIT F NEITHER THIS DEBENTURE NOR THE SECURITIES FOR WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION...Sentient Global Resources Fund I, L.P. • September 13th, 2004 • Mining & quarrying of nonmetallic minerals (no fuels) • Colorado
August 12, 2004 Mr. Bill Gunn AmerAlia, Inc. Natural Soda, Inc. Natural Soda Holdings, Inc. 20971 East Smoky Hill Road Centennial, Colorado 80015 Re: Securityholder Agreement Dear Bill: At the financial closing that occurred on March 19, 2004, we...Sentient Global Resources Fund I, L.P. • September 13th, 2004 • Mining & quarrying of nonmetallic minerals (no fuels)
CONTRIBUTION AGREEMENT (NSI)Contribution Agreement • June 6th, 2008 • Sentient Global Resources Fund I, L.P. • Mining & quarrying of nonmetallic minerals (no fuels)
This CONTRIBUTION AGREEMENT (the “Agreement”) is made and entered into May 27, 2008, by and among Sentient USA Resources Fund, L.P., a Delaware limited Sentient LP (“Sentient LP”), Natural Soda Holdings, Inc., a Colorado corporation (“Holdings”), and Natural Soda, Inc., a Colorado corporation (“Natural Soda”).
Interest Purchase AgreementInterest Purchase Agreement • June 6th, 2008 • Sentient Global Resources Fund I, L.P. • Mining & quarrying of nonmetallic minerals (no fuels) • Colorado
This Interest Purchase Agreement is entered into on May 27, 2008, to be effective as of March 31, 2008 (the “Effective Date”), and is by and among Sentient USA Resources Fund, L.P., a Delaware limited partnership (“Sentient LP”), Sentient Global Resources Fund III, LP (“Fund III”), AmerAlia, Inc., a Utah corporation (“AmerAlia”), Natural Soda, Inc., a Colorado corporation (“Soda”) and Natural Soda Holdings, Inc., a Colorado corporation (“Holdings”).
FILING AGREEMENT DATED TO BE EFFECTIVE AUGUST 22, 2007 REGARDING JOINT FILING OF SCHEDULE 13DFiling Agreement • August 29th, 2007 • Sentient Global Resources Fund I, L.P. • Mining & quarrying of nonmetallic minerals (no fuels)
CONTRIBUTION AGREEMENTContribution Agreement • June 4th, 2007 • Sentient Global Resources Fund I, L.P. • Mining & quarrying of nonmetallic minerals (no fuels)
This CONTRIBUTION AGREEMENT (the “Agreement”) is made and entered into May 23, 2007, by and between Sentient (Aust.) Pty. Limited, acting on behalf of Sentient Global Resources Trust No. I (the “Trust”) and Sentient USA Resources Fund, L.P., a Delaware limited partnership (the “Partnership”).
GENERAL RELEASEGeneral Release • June 6th, 2008 • Sentient Global Resources Fund I, L.P. • Mining & quarrying of nonmetallic minerals (no fuels) • Colorado
This General Release (“General Release”) is being executed and delivered on May 27, 2008 to be effective as of December 31, 2007, by and among AmerAlia, Inc., a Utah corporation (“AmerAlia”), Natural Soda Holdings, Inc., a Colorado corporation (“NSHI”), Natural Soda, Inc., a Colorado corporation (“NSI”), Robert van Mourik (“van Mourik”), and Bill H. Gunn (“Gunn”)(AmerAlia, NSHI, NSI, van Mourik and Gunn are referred to herein as the “AmerAlia Parties”) and is for the benefit of Sentient Global Resources Fund I, LP (“Fund I”), Sentient Global Resource Trust No. I (“Trust I”), Sentient USA Resources Fund, L.P. (“Sentient LP ”), Sentient USA Resources Fund II, L.P. (“Sentient II LP”) (Sentient LP, Trust I, Fund I, and Sentient II LP are referred to herein as the “Sentient Parties”).
Purchase AgreementPurchase Agreement • August 29th, 2007 • Sentient Global Resources Fund I, L.P. • Mining & quarrying of nonmetallic minerals (no fuels) • Colorado
This Purchase Agreement is entered into to be effective as of the 13th day of July, 2007 (the “Effective Date”), and is by and between Jacqueline B. Mars as Trustee of the Jacqueline Badger Mars Trust dated February 5, 1975 (“Mars Trust”), Jacqueline B. Mars individually (“Mars”), and Sentient USA Resources Fund II, L.P., a Delaware limited partnership (“Sentient II LP”).
