REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 19th, 2011 • Iron Mining Group, Inc. • Services-management consulting services • New York
This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), is made as of December 20, 2010, by and among Iron Mining Group, Inc., a Florida corporation (the "Company") and the investors listed on the Schedule of Investors attached hereto (each, an “Investor” and collectively, the “Investors”). In addition to being referred to herein as an Investor, MST Financial, LLC, a Delaware limited liability company is also referred to herein as “MST”.
IRON MINING GROUP INC. New York, NY 10067 USA IMG IRON ORE TRADING S.A. New York, NY 10067 USA Lucerne, 21 June 2011 / PFUPurchase Contract • October 31st, 2011 • Iron Mining Group, Inc. • Services-management consulting services • New York
This contract is concluded on the 21st day of June 2011 (the “Effective Date”) between IRON MINING GROUP INC., 295 Madison Ave, 12th Floor, New York, NY 10067, USA and IMG IRON ORE TRADING S.A., 295 Madison Ave, 12th Floor, New York, NY 10067, USA (together the “Seller”) and TRAFIGURA BEHEER B.V., Amsterdam, Branch Office Lucerne, Zürichstrasse 31, Postfach 4268, 6002 Lucerne, Switzerland (the “Buyer”).
PLEDGE AND SECURITY AGREEMENT dated as of December 20, 2010 between MST FINANCIAL, LLC, as Collateral Agent and IRON MINING GROUP, INC. as BorrowerPledge and Security Agreement • April 19th, 2011 • Iron Mining Group, Inc. • Services-management consulting services • New York
This PLEDGE AND SECURITY AGREEMENT (this "Agreement") is dated as of December 20, 2010 and is entered into by and among Iron Mining Group, Inc., a Florida corporation (the "Borrower"), and any Subsidiary of the Borrower that shall hereafter become a party to this Agreement as an Additional Grantor pursuant to Section 8.20 (collectively, together with the Borrower, the "Grantors", and each a "Grantor"), and MST Financial, LLC, in its capacity as collateral agent (in such capacity, together with its successors and assigns in such capacity, the "Collateral Agent") for the Secured Parties.
IRON ORE ROYALTY AGREEMENTIron Ore Royalty Agreement • April 19th, 2011 • Iron Mining Group, Inc. • Services-management consulting services • New York
THIS IRON ORE ROYALTY AGREEMENT (the "Royalty Agreement") is made and entered into effect on the 20th day, of December 2010 (the "Effective Date"), by and between Iron Mining Group, Inc., a Florida corporation ("IMG"), MST Financial, LLC, a Delaware limited liability company, as agent for the Holders (the "Agent") and the parties listed on Exhibit A (the “Holders”). IMG, the Holders and the Agent are each also referred to herein as a "Party" and collectively, the "Parties".
PUT OPTION AGREEMENTPut Option Agreement • May 12th, 2011 • Iron Mining Group, Inc. • Services-management consulting services
This PUT OPTION AGREEMENT (this “Agreement”), is entered into as of May 6, 2011, by and between OROGRANDE IRON ORE COMPANY, LLC, a limited liability company organized and existing under the laws of the State of Florida (together with its successors and permitted assigns, “OroGrande”), and IMG IRON ORE TRADING S.A., a sociedad anónima incorporated under the laws of the British Virgin Islands (together with its successors and permitted assigns, “IMG”, and together with OroGrande, the “Parties” and each a “Party”).
CONTRACT FOR SALE AND PURCHASE OF COMMODITIES Contract No. WVH-1007Contract for Sale and Purchase of Commodities • July 8th, 2010 • Worldvest, Inc. • Services-management consulting services • New York
THIS CONTRACT FOR SALE AND PURCHASE OF COMMODITIES (the “Agreement”) and all subsequently accepted SUPPLIER ADDENDUM’S (the “Supplier Addendum”) are entered into among WorldVest, Inc. dba WorldVest Hurricane Resources (the “Seller”) and Tianjin Metallurgical No.1 Iron & Steel Group (the “Buyer”), whereby Buyer agrees to buy and Seller agrees to sell the under-mentioned commodities on the terms and conditions stated in this Agreement and each Supplier Addendum attached to this Agreement.
ASSIGNMENT AGREEMENTAssignment Agreement • May 12th, 2011 • Iron Mining Group, Inc. • Services-management consulting services
THIS ASSIGNMENT AGREEMENT (this “Agreement”) is dated as of May 10, 2011, by and between OROGRANDE IRON ORE COMPANY, LLC, a limited liability company organized and existing under the laws of the State of Florida (together with is successors and permitted assigns, the “Assignor”), and IMG IRON ORE TRADING S.A., a sociedad anónima under the laws of the British Virgin Islands (together with is successors and permitted assigns, the “Assignee”).
JUNIOR CONVERTIBLE PROMISSORY NOTEJunior Convertible Promissory Note • April 19th, 2011 • Iron Mining Group, Inc. • Services-management consulting services • New York
For value received, Iron Mining Group, Inc., a Florida corporation (“Borrower”), hereby promises to pay to the order of _________________ (herein referred to as “Holder”), _____________________, or at such other place as the Holder may from time to time designate, the principal sum of ___________________ US Dollars and No Cents (US$_____________________) (the “Loan”), with interest thereon at the time and in the manner set forth herein. Principal and interest are payable in lawful money of the United States.
SENIOR CONVERTIBLE PROMISSORY NOTESenior Convertible Promissory Note • April 19th, 2011 • Iron Mining Group, Inc. • Services-management consulting services • New York
For value received, Iron Mining Group, Inc., a Florida corporation (“Borrower”), hereby promises to pay to the order of _________________ (herein referred to as “Holder”), _____________________, or at such other place as the Holder may from time to time designate, the principal sum of ___________________ US Dollars and No Cents (US$_____________________) (the “Loan”), with interest thereon at the time and in the manner set forth herein. Principal and interest are payable in lawful money of the United States.
STOCK PURCHASE AGREEMENT as of June 18, 2009Stock Purchase Agreement • June 26th, 2009 • Catalyst Ventures Inc • Services-management consulting services • California
LOAN AGREEMENT by and among Iron Mining Group, Inc. a Florida corporation, as Borrower, the Lenders party hereto and MST Financial, LLC, a Delaware limited liability company, as Administrative Agent and Collateral Agent Dated as of December 20, 2010Loan Agreement • April 19th, 2011 • Iron Mining Group, Inc. • Services-management consulting services • Florida
THIS LOAN AGREEMENT dated as of this 20th day of December, 2010, is made by and between Iron Mining Group, Inc. a Florida corporation, with CIK#: 0001416712, f/k/a Catalyst Ventures Inc., f/k/a Worldvest Inc. (the “Borrower”), with its principal place of business at 295 Madison Ave., 12th floor, New York, NY 10017, the Lenders from time to time party hereto, as Lenders, and MST Financial, LLC, a Delaware limited liability company, as Administrative Agent and Collateral Agent.
AGREEMENT FOR THE EXCHANGE OF COMMON STOCKAgreement for the Exchange of Common Stock • September 2nd, 2010 • Worldvest, Inc. • Services-management consulting services
AGREEMENT made this 27th day of August 2010, by and between WorldVest, Inc., a Florida corporation (hereinafter, called "ISSUER") and CIM Mineral Investors, S.A. a BVI company hereto and made an integral part hereof (hereinafter, called "CIM Minerals"), which CIM Minerals owns 99.9% of Chile Inversiones de Minerales, Ltda. for (hereinafter, called “CIM”).
WARRANT TO PURCHASE COMMON STOCK OF IRON MINING GROUP, INC.Warrant Agreement • April 19th, 2011 • Iron Mining Group, Inc. • Services-management consulting services • New York
This Warrant is issued pursuant to the Loan Agreement dated December 20, 2010 (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), by and among the Company, as borrower, the Lender and the other parties thereto, as lenders, pursuant to which the Lender shall advance certain amounts to the Company for general working capital purposes, and is subject to the provisions set forth therein.
