SECURITIES PURCHASE AGREEMENT ----------------------------- THIS SECURITIES PURCHASE AGREEMENT (this "AGREEMENT"), dated as of January 27, 2006, by and among NEWGOLD, INC., a Delaware corporation (the "COMPANY"), and the Buyers listed on Schedule I...Securities Purchase Agreement • February 2nd, 2006 • Newgold Inc • Gold and silver ores • New Jersey
Exhibit 10.4 OPERATING AGREEMENTOperating Agreement • February 27th, 2006 • Newgold Inc • Gold and silver ores • Nevada
NEWGOLD INC. EXECUTIVE EMPLOYMENT AGREEMENT dated as of February 1, 2006 between Newgold, Inc., a Delaware corporation (the "Company" or "Newgold"), and James W. Kluber (the "Executive"). The Company desires to employ the Executive as Chief Financial...Executive Employment Agreement • March 6th, 2006 • Newgold Inc • Gold and silver ores • California
A. Scott Dockter New Gold, Inc. 5190 Neil Road, Suite 320 Reno, NV USA Via Facsimile 702-823-4010 Dear Sir: RE: Letter of Intent - Bruner Property, Nevada I am pleased to inform you that I believe that we can come to a final agreement with respect to...Letter of Intent • June 30th, 1997 • Newgold Inc • Services-automotive repair, services & parking
WITNESSETH:Merger Agreement • October 20th, 1999 • Newgold Inc • Services-automotive repair, services & parking • Texas
No. CCP-1 $600,000 NEWGOLD, INC. Secured Convertible Debenture Due January 27, 2009 This Secured Convertible Debenture (the "DEBENTURE") is issued by NEWGOLD, INC., a Delaware corporation (the "OBLIGOR"), to CORNELL CAPITAL PARTNERS, LP (the...Debenture Agreement • February 2nd, 2006 • Newgold Inc • Gold and silver ores
CONTRACT OF SALE ---------------- J. D. WELSH & ASSOCIATES, INC., a Nevada corporation, herein called "Seller,"agrees to sell to NEWGOLD, INC., a Nevada corporation, herein called "Buyer," and Buyer agrees to purchase from Seller the mining property,...Contract of Sale • June 30th, 1997 • Newgold Inc • Services-automotive repair, services & parking • Nevada
Exhibit 10.2 INVESTOR REGISTRATION RIGHTS AGREEMENT -------------------------------------- THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of January 27, 2006, by and among NEWGOLD, INC., a Delaware corporation (the "COMPANY"), and the...Investor Registration Rights Agreement • February 2nd, 2006 • Newgold Inc • Gold and silver ores • New Jersey
EXHIBIT 10.8 AGREEMENT AND PLAN OF MERGERMerger Agreement • June 30th, 1997 • Newgold Inc • Services-automotive repair, services & parking • Delaware
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 29th, 2006 • Newgold Inc • Gold and silver ores • New Jersey
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of September 26, 2006, by and among NEWGOLD, INC., a Delaware corporation (the “Company”), and the Buyers listed on Schedule I attached hereto (individually, a “Buyer” or collectively “Buyers”).
Exhibit 2.3 TERMINATION AGREEMENT This Termination Agreement (this "Agreement") is entered into as of December 27, 1999 (the "Effective Date"), by and between NewGold, Inc., a Delaware corporation ("NewGold"), and Business Web, Inc., a Texas...Termination Agreement • May 17th, 2000 • Newgold Inc • Services-automotive repair, services & parking • Texas
RECITALS: --------Pledge and Escrow Agreement • June 12th, 2006 • Newgold Inc • Gold and silver ores • New Jersey
INVESTOR REGISTRATION RIGHTS AGREEMENTInvestor Registration Rights Agreement • September 29th, 2006 • Newgold Inc • Gold and silver ores • New Jersey
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 26, 2006, by and among NEWGOLD, INC., a Delaware corporation (the “Company”), and the undersigned investors listed on Schedule I attached hereto (each, an “Investor” and collectively, the “Investors”).
EXHIBIT 10.4 OPTION TO PURCHASE FORTY (40%) PERCENT OF NEWGOLD, INC. AND RIVERFRONT DEVELOPMENT, INC.Option to Purchase Agreement • June 30th, 1997 • Newgold Inc • Services-automotive repair, services & parking
THIS "OPTION TO PURCHASE" is made and entered into as of this 31st day of August, in the year 1995, by and between Edward Mackay and Scott Dockter.
EXHIBIT 10.12 May 30, 1997 With this note, I, A. Scott Dockter, hereby loan Thirty-Five Thousand Dollars ($35,000.00) of my personal funds to Newgold Inc., Reno, Nevada, to be repaid upon my demand. This loan bears interest at the rate of eight...Loan Agreement • June 30th, 1997 • Newgold Inc • Services-automotive repair, services & parking
With this note, I, A. Scott Dockter, hereby loan Thirty-Five Thousand Dollars ($35,000.00) of my personal funds to Newgold Inc., Reno, Nevada, to be repaid upon my demand.
EXHIBIT 10.3 OFFICE BUILDING LEASE This Lease between Duffel Financial and Construction Company a California Company ("Landlord'), and Newgold, Inc. a Nevada Corporation ("Tenant"), is dated May 20, 1996 1. LEASE OF PREMISES. In consideration of the...Office Building Lease • June 30th, 1997 • Newgold Inc • Services-automotive repair, services & parking
RECITALSClarification Agreement • June 30th, 1997 • Newgold Inc • Services-automotive repair, services & parking • California
NEWGOLD, INC. Secured Convertible Debenture Due: September 26, 2009Secured Convertible Debenture • February 8th, 2007 • Firstgold Corp. • Gold and silver ores
This Secured Convertible Debenture (the “Debenture”) is issued by NEWGOLD, INC., a Delaware corporation (the “Company”), to CORNELL CAPITAL PARTNERS, LP (the “Holder”), pursuant to that certain Securities Purchase Agreement (the “Securities Purchase Agreement”) dated September 26, 2006.
PLEDGE AND ESCROW AGREEMENTPledge and Escrow Agreement • February 8th, 2007 • Firstgold Corp. • Gold and silver ores • New Jersey
THIS PLEDGE AND ESCROW AGREEMENT (the “Agreement”) is made and entered into as of September 26, 2006 (the “Effective Date”) by and among NEWGOLD, INC., a corporation organized and existing under the laws of the State of Delaware (the “Pledgor”), CORNELL CAPITAL PARTNERS, LP, (the “Pledgee”), and DAVID GONZALEZ, ESQ., as escrow agent (“Escrow Agent”).
MINERAL LEASE AGREEMENTMineral Lease Agreement • November 9th, 2006 • Newgold Inc • Gold and silver ores • Nevada
THIS MINERAL LEASE AGREEMENT ("Agreement") is made effective as of the day of October 24, 2006 ("Effective Date"), between DALTON LIVESTOCK, a Nevada general partnership, and WINCHELL RANCH, a Nevada corporation, Lessors, and NEWGOLD, INC., a Delaware corporation, Lessee.
AMENDMENT NO. 1 TO PLEDGE AND ESCROW AGREEMENTPledge and Escrow Agreement • February 8th, 2007 • Firstgold Corp. • Gold and silver ores
THIS AMENDMENT NO. 1 TO PLEDGE AND ESCROW AGREEMENT (this “Amendment”), is entered into by and between NEWGOLD, INC, a Delaware corporation (the “Company”), and the undersigned Buyer (the “Buyer”).
AMENDMENT NO. 1 TO INVESTOR REGISTRATION RIGHTS AGREEMENTInvestor Registration Rights Agreement • November 24th, 2006 • Newgold Inc • Gold and silver ores
THIS AMENDMENT NO. 1 TO INVESTOR REGISTRATION RIGHTS AGREEMENT (this “Amendment”), is entered into by and between NEWGOLD, INC, a Delaware corporation (the “Company”), and the undersigned Buyer (the “Buyer”).
Platinum Long Term Growth LLCLetter Agreement • November 25th, 2009 • Firstgold Corp. • Gold and silver ores
Reference is hereby made to the Letter Agreement (the “Letter Agreement”), dated September 15, 2009, among Firstgold Corp. (“Firstgold”), Northwest Non-Ferrous International Investment Company Limited (“Northwest”) and Platinum Long Term Growth LLC (“Platinum”), as amended by the letter agreement, dated as of October 31, 2009, among Firstgold, Northwest and Platinum, pursuant to which, among other things, the “Closing Date,” as defined therein, was extended to November 17, 2009. Terms used herein and not defined shall have the meanings set forth in the Letter Agreement, as amended.
EMPLOYMENT AGREEMENTEmployment Agreement • June 23rd, 2008 • Firstgold Corp. • Gold and silver ores • Ontario
WHEREAS the Company has offered to employ the Executive in the position of Chief Executive Officer, upon and subject to the terms and conditions set forth in this Agreement, and the Executive wishes to accept such employment;
AMENDED MEMORANDUM OF SECURITY AGREEMENTMemorandum of Security Agreement • February 8th, 2007 • Firstgold Corp. • Gold and silver ores
WHEREAS Grantor NEWGOLD, Inc., a Delaware corporation, has caused to be executed a Securities Purchase Agreement dated September 26, 2006, as amended November 1, 2006, in favor of the Grantee CORNELL CAPITAL PARTNERS, LP, which Securities Purchase Agreement requires the amendment of the Memorandum of Security Agreement previously recorded with the Pershing County Recorder on February 14, 2006, on Roll 405, Page 87 as file No. 247392;
EMPLOYMENT AGREEMENTEmployment Agreement • June 23rd, 2008 • Firstgold Corp. • Gold and silver ores • California
FIRSTGOLD CORP. AIRCRAFT TIME SHARING AGREEMENTAircraft Time Sharing Agreement • May 16th, 2007 • Firstgold Corp. • Gold and silver ores • California
This Aircraft Time Sharing Agreement ("Agreement") by and between Firstgold Corp. ("Lessee"), a Delaware corporation whose address is 3108 Gabbert Drive, Suite 210, Cameron Park, California 95682 and A. Scott Dockter ("Lessor"), whose address is 300 w. Second Street, Carson City, Nevada 89703 (collectively the "Parties"), is effective December 1, 2006, and shall terminate on December 31, 2015 unless terminated sooner by either party pursuant to Article 9 below.
Lakewood Group LLCLetter Agreement • November 25th, 2009 • Firstgold Corp. • Gold and silver ores
Reference is hereby made to the Letter Agreement (the “Letter Agreement”), dated September 15, 2009, among Firstgold Corp. (“Firstgold”), Northwest Non-Ferrous International Investment Company Limited (“Northwest”) and Lakewood Group LLC (“Lakewood”), as amended by the letter agreement, dated as of October 31, 2009, among Firstgold, Northwest and Lakewood, pursuant to which, among other things, the “Closing Date,” as defined therein, was extended to November 17, 2009. Terms used herein and not defined shall have the meanings set forth in the Letter Agreement, as amended.
FIRSTGOLD, INC. (F/K/A NEWGOLD, INC.) Secured Convertible Debenture Due: March 15, 2010Debenture Agreement • March 22nd, 2007 • Firstgold Corp. • Gold and silver ores
This Secured Convertible Debenture (the “Debenture”) is issued by FIRSTGOLD, INC. (F/K/A NEWGOLD, INC.), a Delaware corporation (the “Company”), to CORNELL CAPITAL PARTNERS, LP (the “Holder”), pursuant to that certain Securities Purchase Agreement (the “Securities Purchase Agreement”) dated September 26, 2006.
VOTING TRUST AND ESCROW AGREEMENTVoting Trust and Escrow Agreement • June 23rd, 2008 • Firstgold Corp. • Gold and silver ores • Ontario
FIRST AMENDMENT ---------------Plan of Reorganization and Merger Agreement • May 17th, 2000 • Newgold Inc • Services-automotive repair, services & parking
IRREVOCABLE TRANSFER AGENT INSTRUCTIONS September 26, 2006Irrevocable Transfer Agent Instructions • April 16th, 2007 • Firstgold Corp. • Gold and silver ores
This letter shall serve as our irrevocable authorization and direction to Transfer Online, Inc. (the “Transfer Agent”) to do the following:
FIRSTGOLD CORP. AMENDED AIRCRAFT TIME SHARING AGREEMENTAircraft Time Sharing Agreement • September 22nd, 2008 • Firstgold Corp. • Gold and silver ores • California
FIRSTGOLD CORP. SUBSCRIPTION AGREEMENT FOR UNITS (For British Columbia, Alberta, Ontario and Offshore Subscribers)Subscription Agreement • June 23rd, 2008 • Firstgold Corp. • Gold and silver ores • Ontario
FIRSTGOLD CORP. SUBSCRIPTION AGREEMENT FOR UNITS (For British Columbia, Alberta, Ontario and Offshore Subscribers)Subscription Agreement • November 7th, 2007 • Firstgold Corp. • Gold and silver ores • Ontario
The undersigned (the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase from the Corporation that number of units of the Corporation (each, a “Unit”) set out below at a price of US$0.45 per Unit. Each Unit consists of one common share in the capital of the Corporation (each, a “Common Share”) and one-half of one Common Share purchase warrant (each whole Common Share purchase warrant, a “Warrant”). Each Warrant will entitle the holder thereof to purchase one Common Share (each, a “Warrant Share”) at a price of US$0.65 per Warrant Share (the “Exercise Price”) for a period of 18 months from the Closing Date (as hereinafter defined). The Subscriber agrees to be bound by the terms and conditions set forth in the attached “Terms and Conditions of Subscription for Units” including without limitation the representations, warranties and covenants set forth in the applicable schedules attached thereto. The Subscriber further agrees, without limitation, that the Corporation an
