FORM OF SECURITIES PURCHASE AGREEMENT] SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 21st, 2012 • China Shen Zhou Mining & Resources, Inc. • Metal mining • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 21, 2012, is by and among China Shen Zhou Mining & Resources, Inc., a Nevada corporation with headquarters located at No. 166 Fushi Road, Zeyang Tower, Shijingshan District, Beijing, China 100043, 86-010-8890-6927 (the ”Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
FORM OF WARRANT] China Shen Zhou Mining & Resources, Inc. Warrant To Purchase Common StockChina Shen Zhou Mining & Resources, Inc. • August 7th, 2012 • Metal mining • New York
China Shen Zhou Mining & Resources, Inc., a Nevada corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [BUYERS], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon exercise of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the Issuance Date, but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), [______________] (subject to adjustment as provided herein) fully paid and non-assessable shares of Common Stock (as defined below) (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section 1
STOCK PURCHASE AGREEMENT Agreement made as of this 31st day of December, 1998 between Earth Products and Technologies, Inc., a Nevada corporation, Mutual Ventures Corporation, a Wyoming corporation, John Clayton and Blaine Taylor (hereinafter referred...Stock Purchase Agreement • April 15th, 1999 • Environmental Plasma Arc Technology Inc • Blank checks • Utah
EQUITY DISTRIBUTION PROGRAM Distribution AgreementEquity Distribution Program • April 29th, 2011 • China Shen Zhou Mining & Resources, Inc. • Metal mining • New York
STOCK EXCHANGE AGREEMENT THIS STOCK EXCHANGE AGREEMENT (hereinafter referred to as this "Agreement"), is entered into as of this 14th day of July, 2006, by and among Earth Products & Technologies, Inc., a Nevada corporation ("EPAT"); American Federal...Stock Exchange Agreement • July 20th, 2006 • Earth Products & Technologies Inc • Blank checks • Nevada
NOTES PURCHASE AGREEMENT by and between CHINA SHEN ZHOU MINING & RESOURCES, INC. as the Company and CITADEL EQUITY FUND LTD. as the PurchaserNotes Purchase Agreement • December 29th, 2006 • China Shen Zhou Mining & Resources, Inc. • Blank checks • New York
This Notes Purchase Agreement (this “Agreement”) is dated as of December 21, 2006, by and between China Shen Zhou Mining & Resources, Inc., a Nevada corporation (the “Company”) and Citadel Equity Fund Ltd. (the “Purchaser”).
ContractStock Purchase Agreement • April 24th, 2007 • China Shen Zhou Mining & Resources, Inc. • Blank checks
Stock Purchase Agreement by and between Inner Mongolia Xiangzhen Mining Group, Ltd. and Jiaxing Li and Guan Huang, dated as of November 6, 2006
Service Agreement by and between the Company and American Eastern Securities, Inc., dated November 1, 2006, and as amended on December 10, 2006China Shen Zhou Mining & Resources, Inc. • April 24th, 2007 • Blank checks
Fluorite Purchase AgreementFluorite Purchase Agreement • April 24th, 2007 • China Shen Zhou Mining & Resources, Inc. • Blank checks
ContractLetter Agreement • April 24th, 2007 • China Shen Zhou Mining & Resources, Inc. • Blank checks
Letter Agreement by and between the Company and American Eastern Securities, Inc., dated November 1, 2006, as amended on December 27, 2006
Industrial Product Sales ContractChina Shen Zhou Mining & Resources, Inc. • April 24th, 2007 • Blank checks
Option Agreement by and between the Company and American Eastern Securities, Inc., dated December 3, 2005Option Agreement • April 24th, 2007 • China Shen Zhou Mining & Resources, Inc. • Blank checks
AMENDMENT AND EXCHANGE AGREEMENTAmendment and Exchange Agreement • August 7th, 2012 • China Shen Zhou Mining & Resources, Inc. • Metal mining
This Amendment and Exchange Agreement (the “Agreement”), dated as of August 7, 2012, is by and between China Shen Zhou Mining & Resources, Inc., a Nevada corporation with headquarters located at No. 166 Fushi Road, Zeyang Tower, Shijingshan District, Beijing, China 100043, 86-010-8890-6927 (the “Company”), and the holder identified on the signature page hereto (“Holder”).
FORM OF WAIVER] WAIVERWaiver • March 21st, 2012 • China Shen Zhou Mining & Resources, Inc. • Metal mining • New York
This WAIVER (this “Waiver”) is entered into as of March 21, 2012, by and between, China Shen Zhou Mining & Resources, Inc., a Nevada corporation with headquarters located at No. 166 Fushi Road, Zeyang Tower, Shijingshan District, Beijing, China 100043, 86-010-8890-6927 (the “Company”), and the investor signatory hereto (the “Investor”), with reference to the following facts:
Refined Zinc Ore Supply AgreementSupply Agreement • April 24th, 2007 • China Shen Zhou Mining & Resources, Inc. • Blank checks
The agreement is made conforming to Contract Law of the People's Republic of China and the relevant regulations, by and between the Seller and Buyer whereby the Seller agrees to sell and the Buyer agrees to buy the under-mentioned goods subject to terms and conditions set forth hereinafter as follows
This document has been translated from Chinese to English] Equity Transfer Agreement (the “Agreement”)Equity Transfer Agreement • April 18th, 2011 • China Shen Zhou Mining & Resources, Inc. • Metal mining
Share Purchase AgreementShare Purchase Agreement • April 14th, 2008 • China Shen Zhou Mining & Resources, Inc. • Blank checks
Whereas Party B owns 20% of Xingzhen Mining Ltd. Co. of Buerjin County, Xinjiang (“Xingzhen Co.”), and Xingzhen Co. owns the mining right of Keyinbulake Copper-Zinc Mine, Buerjin County, Xinjiang, a mine with a considerable reserve of copper, zinc and other non-ferrous metals which potentially is economically minable. After negotiation between the two parties, an agreement has been reached by which Party A shall pay cash to purchase 10% of Party B’s ownership of Xingzhen Co. Party A and Party B have agreed upon the following clauses which both parties shall abide by.
This document has been translated from its original Chinese* Yanhe Tujiazuo Autonomous County Meilan Mining Co., Ltd. Equity Transfer AgreementEquity Transfer Agreement • February 10th, 2012 • China Shen Zhou Mining & Resources, Inc. • Metal mining
In accordance with PRC Contracts Law, PRC Company Law and other relevant laws, regulations and policies, after friendly negotiation, Party A and Party B agree to the following provisions with regard to the equity transfer of Meilan mentioned above in the hope that both parties will perform in the future.
Share Exchange Contract - QingshanChina Shen Zhou Mining & Resources, Inc. • April 17th, 2007 • Blank checks
The Party B holds the 100% shares of Wulatehou Banner Qingshan Nonferrous Metal Development Co.,ltd. (hereinafter referred to as “Qingshan Company”). The Qingshan Company is seized of QingXing the Second Mining Area (the No. of certificate of mining right: 150000000530858). Party B announces that there is no obstacle and limitation on the Share Exchanging based on the laws of People’s Republic of China. Party A and B hereby come to an agreement about the Party A paying cash and the debt which can transfer to the stock listing in American stock market (The name of the stock shall be decided after listing) for purchasing the 60% of the shares of Qingshan Company held by Party B:
Fluorite Powder Supply Agreement in 2006Powder Supply Agreement • April 24th, 2007 • China Shen Zhou Mining & Resources, Inc. • Blank checks
The agreement, made out by and between the Seller and Buyer whereby both parties entered into the Fluorite Powder Supply Agreement in 2006 subject to terms and conditions set forth hereinafter as follows：
ContractChina Shen Zhou Mining & Resources, Inc. • April 24th, 2007 • Blank checks
The contract, made out, based on the mutual benefits and friend discussion, by and between Party A and Party B whereby Party A agrees to sell and Party B agrees to buy the under-mentioned goods subject to terms and conditions set forth hereinafter as follows
AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION ("Plan") is made this 28th day of June, 1997, among Environmental Plasma Arc Technology, Inc., a Nevada corporation ("EPAT"), Environmental Water Systems, Inc., a Nevada...Agreement and Plan of Reorganization • April 15th, 1998 • Environmental Plasma Arc Technology Inc • Blank checks • Utah
Industrial Product Sales ContractIndustrial Product Sales Contract • April 24th, 2007 • China Shen Zhou Mining & Resources, Inc. • Blank checks
ContractChina Shen Zhou Mining & Resources, Inc. • April 24th, 2007 • Blank checks
Contract by and between American Federal Mining Group, Inc., Xiaojing Yu and Inner Mongolia Wulatehouqi Qianzhen Ore Processing Co., Ltd., dated as of February 16, 2006
Share Exchange Transaction ContractChina Shen Zhou Mining & Resources, Inc. • April 17th, 2007 • Blank checks
As the shareholders of the Xinjiang Burjin Country Xingzhen Mining Co, Ltd ( hereinafter called Xingzhen Mining), party B holds 80 percent of the company’s shares. Xingzhen Mining owns the exploration right of Xinjiang Buerjin county Keyinbulake copper-zinc mine which has great mining potential with considerable reserves of copper, zinc and other nonferrous metal mineral resources. And the exploration right will be transferred to Xingzhen Mining by the end of July 2006. To make further use of resources advantage potential and turn the potential to realistic economical benefits, in the principle of “make use of respective advantages for mutual benefits and development hand in hand”, it is hereby fully agreed that Party A shall use its creditor's rights which will be convertible listing shares of a listed American company in the United States (name of shares shall be determined upon the related listing) to claim the acquisition of Party B's 80% ownership equity of Xingzhen Mining while P
Working Capital Loan AgreementChina Shen Zhou Mining & Resources, Inc. • April 24th, 2007 • Blank checks
Due to the requirement of Article 2.1, Party A applies to Party B for loan. Party B agrees to credit the loan to Party A. Pursuit to the rights and obligations of the two parties, the two parties negotiated and entered into this contract according to the “Contract Law” and the “Loan Regulations” and other related laws and regulations.
Translated from Original Chinese] Supplementary Agreement to the Equity Transfer AgreementSupplementary Agreement • January 4th, 2013 • China Shen Zhou Mining & Resources, Inc. • Metal mining
Xingzhen Mining Co. Ltd. (Xingzhen Mining), a company at Buerjin County, Xinjiang Uygur Autonomous Region, represented by Yu Xiaoming as its legal representative
Share Exchange Transaction ContractChina Shen Zhou Mining & Resources, Inc. • April 24th, 2007 • Blank checks
As the shareholders of the Xinjiang Burjin Country Xingzhen Mining Co, Ltd ( hereinafter called Xingzhen Mining), party B holds 80 percent of the company’s shares. Xingzhen Mining owns the exploration right of Xinjiang Buerjin county Keyinbulake copper-zinc mine which has great mining potential with considerable reserves of copper, zinc and other nonferrous metal mineral resources. And the exploration right will be transferred to Xingzhen Mining by the end of July 2006. To make further use of resources advantage potential and turn the potential to realistic economical benefits, in the principle of “make use of respective advantages for mutual benefits and development hand in hand”, it is hereby fully agreed that Party A shall use its creditor's rights which will be convertible listing shares of a listed American company in the United States (name of shares shall be determined upon the related listing) to claim the acquisition of Party B's 80% ownership equity of Xingzhen Mining while P
This document has been translated from Chinese to English] Equity Transfer Agreement January 13, 2011China Shen Zhou Mining & Resources, Inc. • January 14th, 2011 • Metal mining
Party B agrees to consolidate the Qingzheng Mine, the Guangrong Mine and the Sanxi Plant by acquiring an equity interest of Xinyi owned by Party A.
Equity Transfer AgreementEquity Transfer Agreement • December 12th, 2007 • China Shen Zhou Mining & Resources, Inc. • Blank checks
Party A owns 100% equity of Xinjiang Province Wuqia County Tianzhen Mining Co., Ltd. (hereinafter referred to as “Tianzhen Company”) (Xiangzhen Mining owns 99% and Yu Xiaojing owns 1% equity). Tianzhen Company wholly owns the exploration certificate (certificate No.: 6500000410195) over Xinjiang Province Wuqia County Huayuan Copper Deposit, the exploration certificate (certificate No. 6500000731651) over Xinjiang Province Wuqia County Jiangejier Lead-Zinc Deposit, and the exploration certificate (certificate No.: 6500000511592) over Xinjiang Province Wuqia County Wuzunagen Lead-Zinc Deposit.
LETTER AGREEMENTLetter Agreement • October 4th, 2007 • China Shen Zhou Mining & Resources, Inc. • Blank checks • New York
Reference is made to the 6.75% Senior Convertible Notes Due 2012 issued by China Shen Zhou Mining & Resources, Inc. (the “Company”) under an Indenture dated December 27, 2006 between the Company and The Bank of New York, as trustee, as amended (the “Indenture”), initially purchased by Citadel Equity Fund Ltd. (“Citadel”). For good and valid consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:
This document has been translated from its original Chinese* Wuchuan Dongsheng Mining Co., Ltd. Equity Transfer and Capital Increase AgreementCapital Increase Agreement • January 17th, 2012 • China Shen Zhou Mining & Resources, Inc. • Metal mining
In accordance with PRC Contracts Law, PRC Company Law and other relevant laws, regulations and policies, after friendly negotiation, Party A and Party B agree to the following provisions with regard to the equity transfer and capital increase mentioned above in the hope that both parties will perform in the future.
Option Agreement by and between the Company and Shenzhen DRB Investment Consultant, Limited, dated December 3, 2005Option Agreement • April 24th, 2007 • China Shen Zhou Mining & Resources, Inc. • Blank checks
CHINA SHEN ZHOU MINING & RESOURCES, INC. INDENTURE Dated as of December 27, 2006 THE BANK OF NEW YORK, a New York banking corporation as TrusteeIndenture • December 29th, 2006 • China Shen Zhou Mining & Resources, Inc. • Blank checks • New York
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • October 4th, 2007 • China Shen Zhou Mining & Resources, Inc. • Blank checks • New York
THIS SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of September 28, 2007, is entered into by and between China Shen Zhou Mining & Resources, Inc., a Nevada corporation (the “Company”) and The Bank of New York, as trustee (the “Trustee”). Capitalized terms used herein but not otherwise defined herein shall have the respective meanings set forth in the Amended Indenture (as defined below).
