AGREEMENTAgreement • May 19th, 2004 • Metallica Resources Inc • Metal mining • Nevada
EXHIBIT B TO SCHEDULE 13G JOINT FILING AGREEMENTJoint Filing Agreement • February 14th, 2002 • Metallica Resources Inc • Metal mining
Each of the undersigned persons hereby agrees and consents to this joint filing of Schedule 13G on such person's behalf, pursuant to Section 13(d) and (g) of the Securities and Exchange Act of 1934, as amended, and the rules promulgated thereunder. Each of these persons is not responsible for the completeness or accuracy of the information concerning the other persons making this filing, unless such persons know or have reason to believe that such information is inaccurate.
RECITALSShare Purchase Agreement • May 20th, 2003 • Metallica Resources Inc • Metal mining • Nevada
SHAREHOLDER RIGHTS PLAN AGREEMENT BETWEEN METALLICA RESOURCES INC. AND EQUITY TRANSFER SERVICES INC. DATED AS OF APRIL 20, 2006Shareholder Rights Plan Agreement • May 11th, 2006 • Metallica Resources Inc • Metal mining • Ontario
The Board of Directors has determined that it is advisable to adopt a shareholder rights plan (the “Rights Plan”) to ensure, to the extent possible, that all shareholders of the Corporation are treated fairly in connection with any takeover offer for the Corporation or other acquisition of control of the Corporation.
EXHIBIT A TO SCHEDULE 13G JOINT FILING AGREEMENTJoint Filing Agreement • February 14th, 2003 • Metallica Resources Inc • Metal mining
Each of the undersigned persons hereby agrees and consents to this joint filing of Schedule 13G on such person's behalf, pursuant to Section 13(d) and (g) of the Securities and Exchange Act of 1934, as amended, and the rules promulgated thereunder. Each of these persons is not responsible for the completeness or accuracy of the information concerning the other persons making this filing, unless such persons know or have reason to believe that such information is inaccurate.
AND -Employment Agreement • March 30th, 2005 • Metallica Resources Inc • Metal mining • Colorado
FORM OF STOCK OPTION AGREEMENTStock Option Agreement • May 3rd, 2000 • Metallica Resources Inc • Metal mining • Ontario
BETWEENConstruction Contract • May 19th, 2004 • Metallica Resources Inc • Metal mining
AND -Employment Agreement • March 30th, 2005 • Metallica Resources Inc • Metal mining • Colorado
DECLARATIONSLease Agreement • May 19th, 2004 • Metallica Resources Inc • Metal mining
BUSINESS COMBINATION AGREEMENT between NEW GOLD INC. - and - PEAK GOLD LTD. - and - METALLICA RESOURCES INC. Dated as of May 9, 2008Business Combination Agreement • May 27th, 2008 • Metallica Resources Inc • Metal mining • Ontario
EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2008 • Metallica Resources Inc • Metal mining • Colorado
This Employment Agreement (the "Agreement"), is effective as of April 13, 2007, among METALLICA MANAGEMENT INC., a Colorado corporation ("Corporation"), METALLICA RESOURCES INC., a company federally incorporated in Canada ("Metallica") and MARK A. PETERSEN ("Executive").
May 12, 2004 BY: Facsimile and Overnight Mail Don Hulse Fred H. Lightner Mine Manager Sr. Vice President and Minera San Xavier, S.A. de C.V. Chief Operating Officer Camino Cerro San Pedro Metallica Resources, Inc. Km. 3+870, no 200 C.P. 78440 12200 E....Mining Contract • April 3rd, 2006 • Metallica Resources Inc • Metal mining
As of the date of this letter, WGLA has performed all of the work under the Mining Contract that it is capable of performing given MSX's inability to obtain the blasting permit, the Agrarian Court's recent decision nullifying MSX's Lease Agreement for the Project site, the San Pedro Municipality's decision to revoke certain environmental authorizations and the current uncertainty regarding the future of the Project. Therefore, until such time when MSX notifies WGLA in writing that MSX has secured the blasting permit and authorizes WGLA to commence the work contemplated by the Mining Contract WGLA will cease to perform any further work under the Mining Contract.
ContractProfessional Services • April 3rd, 2006 • Metallica Resources Inc • Metal mining • San Luis
PROFESSIONAL SERVICES CONTRACT, ENTERED INTO BY AND BETWEEN THE COMPANY "MINERA SAN XAVIER", S.A. DE C.V., REPRESENTED BY MR. SERGIO ENRIQUE LOPEZ BRIONES (HEREINAFTER REFERRED TO AS "MSX"), AND THE COMPANY "FIREX", S.A. DE C.V., REPRESENTED BY MR. JORGE MENDIZABAL ACEBO (HEREINAFTER REFERRED TO AS "FIREX"), ACCORDING TO THE FOLLOWING REPRESENTATIONS AND CLAUSES:
EXHIBIT 4.11 MINING OPTION TO PURCHASE CONTRACT BY AND BETWEEN SOCIEDAD CONTRACTUAL MINERA LOS POTRILLOSMining Option to Purchase Contract • March 30th, 2005 • Metallica Resources Inc • Metal mining
OPTION AGREEMENTOption Agreement • April 3rd, 2006 • Metallica Resources Inc • Metal mining • Alaska
THIS OPTION AGREEMENT (hereinafter "Agreement") is made and effective the 2nd day of September, 2005, (the "Effective Date"), by and between METALLICA MANAGEMENT INC., a Colorado corporation, (hereinafter “Metallica”) whose address is 12200 E. Briarwood Avenue, Suite 165, Centennial, Colorado 80112 and FULL METAL MINERALS, LTD, a British Columbia company (hereinafter "FMM"), whose address is Suite 1500-409 Granville Street, Vancouver, B.C. V6C 1T2.
BY AND BETWEEN NORANDA CHILE LIMITADA AND METALLICA (BARBADOS) INC.Sale and Purchase Agreement • March 30th, 2005 • Metallica Resources Inc • Metal mining
In Santiago, Republic of Chile, on December 15, 2004, before me, ANTONIETA MENDOZA ESCALAS, Attorney, Titular Notary Public of the 16th Notary Office and Mining Registry of Santiago, with office at San Sebastian, number 2750, Las Condes, there appeared: Mr. Fernando Porcile Valenzuela, Chilean, married, engineer, Chilean national identity card number 4,027,183-K and Mr. Marcelo De Petris Zanetta, Chilean, single, commercial engineer, Chilean national identity card number 7,544,038-3, in representation, according to what will be evidenced of NORANDA CHILE LIMITADA, a company validly constituted and existing pursuant to the laws of Chile, Tax Identification Number 88,325,800-2, all domiciled for these purposes at Avenida Andres Bello 2777, 8th floor, Las Condes, Santiago, hereinafter indistinctly "Noranda" or the "Seller", as one party, and as the other Mr. Pablo Mir Balmaceda, Chilean, married, attorney, Chilean national identity card number 6,374,989-3, domiciled at Enrique Foster Sur
AMENDMENT AGREEMENT TO THE PROFESSIONAL SERVICES CONTRACT, ENTERED INTO BY AND BETWEEN THE COMPANY "MINERA SAN XAVIER, S.A. DE C.V.", REPRESENTED BY MR. SERGIO ENRIQUE LOPEZ BRIONES (HEREINAFTER REFERRED TO AS "MSX") AND BY THE COMPANY "FIREX, S.A. DE...Professional Services • April 3rd, 2006 • Metallica Resources Inc • Metal mining
FIRST.- On October 25th, 2004, MSX and FIREX entered into a professional services contract, by which the latter committed to assist the first, during the development of the mining project of Cerro de San Pedro, located in the Municipality of the same name, for which Mr. Jorge Mendizabal Acebo was appointed as advisor, acting as General Director of such project. The term of effectiveness originally agreed for such contract was of six (6) months.
AGREEMENTIndependent Contractor Agreement • April 3rd, 2006 • Metallica Resources Inc • Metal mining
This Agreement, entered into as of February 1, 2006, is hereby made between Metallica Management Inc. ("Metallica" or "Client") located at 12200 East Briarwood Avenue, Suite 165, Centennial, Colorado 80112 and the Independent Contractor set forth below in accordance with the following terms, conditions and provisions:
EXHIBIT 4.16 THIS SERVICES AGREEMENT is effective this 11th day of June, 2004 BETWEEN: METALLICA RESOURCES INC. (the "Company") - AND - OLIVER LENNOX-KING (the "Service Provider") BACKGROUND: The Company carries on a business primarily consisting of...Services Agreement • March 30th, 2005 • Metallica Resources Inc • Metal mining
The Company is of the opinion that the Service Provider has the necessary qualifications, experience and abilities to provide services in connection with the Company's desire to pursue merger, acquisition and combination opportunities.
STRICTLY PRIVATE AND CONFIDENTIAL March 31, 2008 Peak Gold Ltd. Suite 3110 – 666 Burrard St. Vancouver, British Columbia V6C 2X8 Attention: President and Chief Executive Officer Metallica Resources Inc. c/o Metallica Management Inc. 12200 E. Briarwood...Business Combination Agreement • April 16th, 2008 • Metallica Resources Inc • Metal mining
This letter is to set out our agreement with respect to the proposed business combination between New Gold Inc. (“New Gold”), Peak Gold Ltd. (“Peak Gold”) and Metallica Resources Inc. (“Metallica”) pursuant to a transaction (the “Transaction”) whereby: (a) the holders of common shares of Peak Gold will receive common shares of New Gold on the basis of 0.1 of a common share of New Gold (the “Peak Gold Exchange Ratio”), or the Peak Gold Exchange Ratio and nominal cash consideration, for each one common share of Peak Gold; and (b) holders of common shares of Metallica will receive common shares of New Gold on the basis of 0.9 of a common share of New Gold (the “Metallica Exchange Ratio”), or the Metallica Exchange Ratio and nominal cash consideration, for each one common share of Metallica. We anticipate that the Transaction will be structured: (i) as an arrangement under the Business Corporations Act (British Columbia) (the “BCBCA”) between a newly formed, wholly-owned subsidiary of New
ENGLISH TRANSLATION OF SPANISH DOCUMENTLeasing Agreement • March 31st, 2008 • Metallica Resources Inc • Metal mining
PURE LEASING AGREEMENT ENTERED INTO BY DESARROLLADORA DE PROYECTOS HIDROELÉCTRICOS, S.A. DE C.V., HEREINAFTER “THE LESSOR,” REPRESENTED IN THIS ACT BY MR. ALFREDO SÁNCHEZ GÓMEZ, ENGINEER, IN HIS ROLE AS LEGAL REPRESENTATIVE, AS THE PARTY OF THE FIRST PART; AND, AS THE PARTY OF THE SECOND PART, BY MINERA SAN XAVIER, S.A. DE C.V., HEREINAFTER “THE LESSEE,” REPRESENTED IN THIS ACT BY ATTORNEY LUIS RODOLFO RODRÍGUEZ, IN HIS ROLE AS GENERAL LEGAL REPRESENTATIVE FOR ADMINISTRATIVE ACTS , IN ACCORDANCE WITH THE FOLLOWING RECITALS AND CLAUSES:
FIRST AMENDMENT TO MINING CONTRACTMining Contract • April 3rd, 2006 • Metallica Resources Inc • Metal mining • Colorado
This FIRST AMENDMENT TO MINING CONTRACT, dated as of April 5, 2005 (this "Amendment"), is entered into by and between Minera San Xavier, S.A. de C.V., a Mexican corporation ("Owner"), and Washington Group Latin America, Inc., a Delaware, U.S.A. corporation ("Contractor"). Owner and Contractor are referred to in this Amendment individually as a "Party" and together as the "Parties."
EXHIBIT 4.15 PROFESSIONAL SERVICES AGREEMENT FOR CONSULTING SERVICES This Professional Services Agreement (hereinafter called "AGREEMENT"), entered into as of December 1, 2004, is between FRED H. LIGHTNER hereinafter called "CONSULTANT", whose address...Professional Services Agreement • March 30th, 2005 • Metallica Resources Inc • Metal mining
This Professional Services Agreement (hereinafter called "AGREEMENT"), entered into as of December 1, 2004, is between FRED H. LIGHTNER hereinafter called "CONSULTANT", whose address is 7866 S. Fairfax Ct. Centennial, CO 80122, and METALLICA RESOURCES INC. and its affiliates, hereinafter called "METALLICA", whose address is c/o Metallica Management, 12200 E. Briarwood Ave., Suite 165, Centennial, CO, 80112.
LIMITED NOTICE TO PROCEEDLimited Notice to Proceed • April 3rd, 2006 • Metallica Resources Inc • Metal mining
This Limited Notice to Proceed (this "LNTP") is entered into, effective as of the 15th day of November, 2005 (the "Effective Date"), by and between Minera San Xavier, S.A. de C.V. ("MSX") and Washington Group Latin America, Inc. ("WGLA"). MSX and WGLA are each referred to herein as a "Party" and collectively as the "Parties."
FINALMining Contract • May 19th, 2004 • Metallica Resources Inc • Metal mining • Colorado
March 29, 2005 BY: Facsimile and Overnight DeliveryMining Contract • April 3rd, 2006 • Metallica Resources Inc • Metal mining
Re: Mining Contract Effective as of December 30, 2003 (the "Mining Contract") between Minera San Xavier, S.A. de C.V. ("MSX") and Washington Group Latin America, Inc. ("WGLA") for the Cerro San Pedro Project (the "Project")
Dear Warrantholder:Business Combination Agreement • May 27th, 2008 • Metallica Resources Inc • Metal mining
The purpose of this letter is to advise you that Metallica Resources Inc. ("Metallica"), New Gold Inc. ("New Gold"), and Peak Gold Ltd. ("Peak") have entered into an agreement with respect to the business combination of Metallica, New Gold and Peak (the "Business Combination Agreement"). The business combination will be effected by way of statutory plan of arrangement of Metallica pursuant to Section 192 of the Canada Business Corporations Act (the "Arrangement"), whereby New Gold will acquire all of the outstanding common shares of Metallica (the "Metallica Common Shares") and effect certain related transactions. Pursuant to the Arrangement, Metallica shareholders will receive 0.9 of a common share of New Gold ("New Gold Common Share") plus C$0.0001 in cash for each Metallica Common Share. Shareholders of Peak will be asked, at a special meeting to be held on the same day as the Meeting, to approve an arrangement (the "BC Arrangement") pursuant to which all of the common shares of Pea
AGREEMENTIndependent Contractor Agreement • April 3rd, 2006 • Metallica Resources Inc • Metal mining
This Agreement, entered into as of May 1, 2005, is hereby made between Metallica Management Inc. ("Metallica" or "Client") located at 12200 East Briarwood Avenue, Suite 165, Centennial, Colorado 80112 and the Independent Contractor set forth below in accordance with the following terms, conditions and provisions:
