WITNESSETH:Asset Purchase Agreement • February 21st, 2003 • Ameralia Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Illinois
EXECUTION COPY ASSET PURCHASE AGREEMENTAsset Purchase Agreement • February 21st, 2003 • Ameralia Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Colorado
RECITALSGuaranty Agreement • March 22nd, 2004 • Ameralia Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Colorado
RECITALS:Extension Agreement • December 24th, 2003 • Ameralia Inc • Mining & quarrying of nonmetallic minerals (no fuels)
EXHIBIT 10.39 THIS DEBENTURE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES...Debenture • March 22nd, 2004 • Ameralia Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Colorado
DEBENTUREDebenture Purchase Agreement • March 22nd, 2004 • Ameralia Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Colorado
RECITALS:Closing Agreement • March 7th, 2003 • Ameralia Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Colorado
FORM OF SECURED SUBORDINATED SERIES B1 DEBENTURE DUE FEBRUARY 19, 2008Secured Subordinated Debenture • April 9th, 2004 • Ameralia Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Colorado
RECITALS:Securityholder Agreement • March 22nd, 2004 • Ameralia Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Colorado
RECITALS:Extension Agreement • November 3rd, 2003 • Ameralia Inc • Mining & quarrying of nonmetallic minerals (no fuels)
RECITALS:Management and Cost Reimbursement Agreement • March 22nd, 2004 • Ameralia Inc • Mining & quarrying of nonmetallic minerals (no fuels)
ACCOUNT PURCHASE AGREEMENTAccount Purchase Agreement • January 24th, 2007 • Ameralia Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Colorado
This Agreement is dated as of Nov. 3, 2005 between Wells Fargo Bank, National Association, acting through its Wells Fargo Business Credit operating division ("WFBC"), and Natural Soda, Inc. ("Customer"). The Customer and WFBC agree as follows:
RECITALSAdditional Guaranty Agreement • April 5th, 2002 • Ameralia Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Colorado
FORM OF SECURED SERIES A 10% DEBENTURE DUE SEPTEMBER 30, 2005Secured Debenture • March 22nd, 2004 • Ameralia Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Colorado
WATER PURCHASE CONTRACTWater Purchase Contract • January 31st, 2007 • Ameralia Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Colorado
This Water Purchase Contract (“Agreement”) is entered into as of the 1st day of January, 2007, (the “Effective Date”) between SHELL FRONTIER OIL & GAS, INC., a Delaware corporation (hereinafter referred to as the “Purchaser”), and NATURAL SODA, INC., a Colorado corporation (hereinafter referred to as the ''Seller'').
EXHIBIT 1 SECOND EXTENSION AGREEMENT This SECOND EXTENSION AGREEMENT is made and entered into as of April 22, 2003 and is by and among, AMERALIA, INC., a Utah corporation ("AmerAlia"), NATURAL SODA HOLDINGS, INC. formerly known as Natural Soda, Inc. a...Second Extension Agreement • April 23rd, 2003 • Ameralia Inc • Mining & quarrying of nonmetallic minerals (no fuels)
Interest Purchase AgreementInterest Purchase Agreement • June 6th, 2008 • Ameralia Inc • 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”).
TRANSPARENT EXECUTION DESIGN/BUILD AGREEMENTDesign/Build Agreement • November 23rd, 2010 • Natural Resources USA Corp • Mining & quarrying of nonmetallic minerals (no fuels) • Colorado
THIS DESIGN/BUILD AGREEMENT (this “Agreement”) is entered into as of the 18th day of November, 2010, by and between Natural Soda Inc, a Colorado corporation, with its principal place of business at 3200 RBC Road 31, Rifle, CO, 81560 (hereinafter referred to as “NSI”), and HPD, LLC, a Delaware limited liability company, with its principal place of business at 23563 W. Main Street Plainfield, Illinois 60544 (hereinafter referred to as “HPD”), the two of which shall hereinafter be referred to individually as a “Party” or collectively as the “Parties”.
SHAREHOLDERS AGREEMENTShareholder Agreement • November 7th, 2008 • Ameralia Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Colorado
This Agreement is made and entered into to be effective as of the 31st day of October, 2008 by and between Natural Soda Holdings, Inc., a Colorado corporation (“Holdings”), AmerAlia, Inc., a Utah corporation (AmerAlia”), Sentient USA Resources Fund, L.P., a Delaware limited partnership (“Sentient”), and any persons who hereafter own shares of Holdings which are subject to this Agreement, all of whom shall be referred to collectively as the “Shareholders” and individually as a “Shareholder.”
Debenture Purchase AgreementDebenture Purchase Agreement • June 6th, 2008 • Ameralia Inc • 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”).
AMENDMENT TO ACCOUNT PURCHASE AGREEMENTAccount Purchase Agreement • January 24th, 2007 • Ameralia Inc • Mining & quarrying of nonmetallic minerals (no fuels)
This Amendment shall modify that certain Account Purchase Agreement dated November 3, 2005, as amended (the "Agreement"), by and between Wells Fargo Bank, National Association, acting through its Wells Fargo Business Credit operating division ("WFBC"), and Natural Soda, Inc. ("Customer").
TERMINATION OF CONSULTING AGREEMENTTermination of Consulting Agreement • March 25th, 2011 • Natural Resources USA Corp • Mining & quarrying of nonmetallic minerals (no fuels) • Colorado
This Termination of Consulting Agreement (this “Termination Agreement”) is executed as of this 21st day of March, 2011 by Toveloa Pty Limited ABN 67 003 629 212, a company registered under the Corporations Act in Australia (“Toveloa”) and Natural Soda Holdings, Inc., a corporation formed under Colorado law (“NSHI”) to be effective as of the close of business December 31, 2010 (the “Effective Date”).
REIMBURSEMENT AGREEMENTReimbursement Agreement • July 7th, 2010 • Ameralia Inc • Mining & quarrying of nonmetallic minerals (no fuels)
THIS AGREEMENT (this "Agreement") is executed and delivered on the 29th day of June, 2010, by and between The Sentient Group ("TSG") and Natural Soda Holdings, Inc., a Colorado corporation ("NSHI").
CONTRIBUTION AGREEMENTContribution Agreement • February 12th, 2010 • Ameralia Inc • Mining & quarrying of nonmetallic minerals (no fuels)
This CONTRIBUTION AGREEMENT (the “Agreement”) is made and entered into December 17, 2009, by and between Natural Soda Holdings, Inc., a Colorado corporation (“Holdings”), Sentient USA Resources Fund, LP, a Delaware limited partnership (“Sentient”), and AmerAlia, Inc., a Utah corporation (“AmerAlia”).
AMENDMENT TO THE RESTRUCTURING AGREEMENTRestructuring Agreement • November 7th, 2008 • Ameralia Inc • Mining & quarrying of nonmetallic minerals (no fuels)
This Amendment to the Restructuring Agreement (the “Amendment”) is made and entered into this 31st day of October, 2008 and is by and among by and among AMERALIA, INC., a Utah corporation (“AmerAlia”), NATURAL SODA HOLDINGS, INC., a Colorado corporation (“Holdings”), NATURAL SODA, INC., a Colorado corporation (“Soda”), BILL H. GUNN (“Gunn”), ROBERT VAN MOURIK (“van Mourik”), SENTIENT USA RESOURCES FUND, L.P., a Delaware limited partnership (“Sentient I”), SENTIENT USA RESOURCES FUND II, L.P., a Delaware limited partnership (“Sentient II”) and SENTIENT GLOBAL RESOURCES FUND III, L.P., a Cayman Islands limited partnership (“Sentient III”).
DESIGN/BUILD AGREEMENT THIS DESIGN/BUILD AGREEMENT (this "Agreement") is entered into as of the 14th day of May, 1999 by and between AmerAlia, Inc., a Utah Corporation, with its principal place of business at 311 Raleigh Road, Kenilworth, Illinois...Design/Build Agreement • October 13th, 1999 • Ameralia Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Colorado
RECITALS:Third Extension Agreement • June 2nd, 2003 • Ameralia Inc • Mining & quarrying of nonmetallic minerals (no fuels)
MEMORANDUM OF AGREEMENT made effective as of the 11th day of May, 2011,Memorandum of Agreement • May 13th, 2011 • Natural Resources USA Corp • Mining & quarrying of nonmetallic minerals (no fuels) • Ontario
WHEREAS GSR owns 94.8% of the issued and outstanding shares of common stock in the capital of NRUC, having acquired same on March 15, 2011;
ContractMemorandum of Understanding • January 24th, 2007 • Ameralia Inc • Mining & quarrying of nonmetallic minerals (no fuels)
CONSULTING AGREEMENT STRICTLY CONFIDENTIALConsulting Agreement • July 7th, 2010 • Ameralia Inc • Mining & quarrying of nonmetallic minerals (no fuels)
This Consulting Agreement ('Agreement') sets out the terms and conditions of the consulting arrangement between Toveloa Pty Limited ABN 67 003 629 212 a company registered under the Corporations Act in Australia and Natural Soda Holdings, Inc., a corporation registered in the State of Colorado, USA ("NSHT") (together "the Parties") to provide management advisory services ("Consulting Services") to NSHI. References in this agreement to NSHI are intended to be references to NSHI and its subsidiary Natural Soda, Inc., a corporation registered in the State of Colorado, USA. References in this agreement to 'you' and 'your' means 'Toveloa Pty Limited ABN 67 003 629 212'.
RESTRUCTURING AGREEMENTRestructuring Agreement • October 1st, 2008 • Ameralia Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Colorado
This Restructuring Agreement (the “Agreement”) is executed to this 25th day of September, 2008, by and among AMERALIA, INC., a Utah corporation (“AmerAlia”), NATURAL SODA HOLDINGS, INC., a Colorado corporation (“Holdings”), NATURAL SODA, INC., a Colorado corporation (“Soda”), BILL H. GUNN (“Gunn”), ROBERT VAN MOURIK (“van Mourik”), SENTIENT USA RESOURCES FUND, L.P., a Delaware limited partnership (“Sentient I”), SENTIENT USA RESOURCES FUND II, L.P., a Delaware limited partnership (“Sentient II”) and SENTIENT GLOBAL RESOURCES FUND III, L.P., a Cayman Islands limited partnership (“Sentient III”).
CONTRIBUTION AGREEMENTContribution Agreement • July 17th, 2009 • Ameralia Inc • Mining & quarrying of nonmetallic minerals (no fuels)
This CONTRIBUTION AGREEMENT (the “Agreement”) is made and entered into July 15, 2009, by and between Natural Soda Holdings, Inc., a Colorado corporation (“Holdings”), Sentient USA Resources Fund, LP, a Delaware limited partnership (“Sentient”), and AmerAlia, Inc., a Utah corporation (“AmerAlia”).
PETER JAMES CASSIDY NATURAL SODA HOLDINGS INC NATURAL SODA INCLicence Agreement • July 7th, 2010 • Ameralia Inc • Mining & quarrying of nonmetallic minerals (no fuels)
Australia Square, 264 George Street, Sydney, NSW 2000 211 Victoria Square, Adelaide, SA 5000 GPO Box 5286 Sydney NSW 2001 GPO Box 2649 Adelaide SA 5001 Telephone (02) 8274 9555 Facsimile (02) 8274 9500 Telephone (08) 8239 7111 Facsimile (08) 8239 7100
CONTRIBUTION AGREEMENTContribution Agreement • December 23rd, 2009 • Ameralia Inc • Mining & quarrying of nonmetallic minerals (no fuels)
This CONTRIBUTION AGREEMENT (the “Agreement”) is made and entered into December 17, 2009, by and between Natural Soda Holdings, Inc., a Colorado corporation (“Holdings”), Sentient USA Resources Fund, LP, a Delaware limited partnership (“Sentient”), and AmerAlia, Inc., a Utah corporation (“AmerAlia”).
EXCHANGE AGREEMENT AND PLAN OF REORGANIZATIONExchange Agreement and Plan of Reorganization • July 7th, 2010 • Ameralia Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Colorado
This Exchange Agreement and Plan of Reorganization (the “Agreement”) is executed this 30th day of June, 2010, by and between AMERALIA, INC., a Utah corporation (“AmerAlia”), and SENTIENT USA RESOURCES FUND, L.P., a Delaware limited partnership (“Sentient”).
