SUPPORT AGREEMENT between WEGA MINING ASA - and - WEGA MINING INC. - and - GOLDBELT RESOURCES LTD. October 17, 2007Support Agreement • November 5th, 2007 • Wega Mining Asa • Metal mining • Ontario
WHEREAS Offeror desires to acquire all of the issued and outstanding Common Shares (as hereinafter defined) (other than those owned directly or indirectly by Parent or Offeror) and is prepared to make the Offer (as hereinafter defined);
LOCK-UP AGREEMENTLock-Up Agreement • November 5th, 2007 • Wega Mining Asa • Metal mining • Ontario
This Lock-Up Agreement sets out the terms and conditions of the several and not joint agreements of each Seller: (i) to support the Offer; (ii) to deposit or cause to be deposited under the Offer the Common Shares currently owned or controlled by such Seller as listed on Schedule A beside such Seller’s name; and (iii) in the case of each Seller holding outstanding Options or Performance Rights (each a “Convertible Securityholder” and collectively, the “Convertible Securityholders”), to exercise the Options currently owned by such Convertible Securityholder for Common Shares and to obtain all of the Common Shares to which such Convertible Securityholder is or becomes entitled pursuant to Performance Rights (the Common Shares acquired upon the exercise of Options or pursuant to Performance Rights collectively referred to as “Subsequently Acquired Common Shares”) and to deposit such Subsequently Acquired Common Shares under the Offer (such Common Shares referred to in (ii) above and such
LOCK-UP AGREEMENTLock-Up Agreement • November 5th, 2007 • Wega Mining Asa • Metal mining • Ontario
This Lock-Up Agreement sets out the terms and conditions of the agreement of the Seller to deposit or cause to be deposited under the Offer the Common Shares currently owned or controlled by the Seller (collectively referred to as the “Subject Common Shares”).
WEGA MINING REACHES AGREEMENT ON EMPLOYMENT ARRANGEMENTSEmployment Agreement • December 10th, 2007 • Wega Mining Asa • Metal mining
Toronto, Canada and Oslo, Norway — December 10, 2007 — On November 5, 2007, Wega Mining Inc. (the “Offeror”), a wholly-owned subsidiary of Wega Mining ASA (“Wega Mining”), made an offer to acquire all of the issued and outstanding common shares of Goldbelt Resources Ltd. (TSX: GLD) (“Goldbelt”) for Cdn.$1.55 in cash per share (the “Offer”). One of the conditions of the Offer is that Goldbelt shall have entered into a new employment agreement with Mr. Collin Ellison, in a form and on terms satisfactory to the Offeror. In addition, in the Support Agreement among Goldbelt, Wega Mining and the Offeror, Goldbelt agreed to use its best efforts to negotiate and enter into new employment agreements with certain individuals, in each case in a form and on terms satisfactory to the Offeror.
JOINT FILING AGREEMENTJoint Filing Agreement • November 5th, 2007 • Wega Mining Asa • Metal mining
The undersigned acknowledge and agree that the foregoing Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this Statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.
