EXHIBIT 10.25
GOLD DORE CERTIFICATE RENTAL AGREEMENT
This Gold Dore Certificate Rental Agreement (the "Agreement") is made and
entered into as of the 8th day of September, 1998 by and between Imperial
Petroleum, Inc., ("LESSOR"), a Nevada corporation whose principal address is 000
XX Xxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxx, XX 00000 and Asset Capital L.L.C. ("the
LESSEE"), a Colorado limited liability corporation whose principal address is
0000 Xxxxxx Xxx., Xxxx. X., Xxxx Xxxxxxx, XX 00000.
WITNESSETH
WHEREAS, LESSEE desires to lease certain assets owned by LESSOR and represented
in the form of a Gold Dore Certificate of Deposit ("Gold Certificate") issued by
LESSOR, and
WHEREAS, LESSEE desires to lease the Gold Certificates on the terms and
conditions provided in this Agreement; and
WHEREAS, LESSOR is prepared to issue Gold Certificates on behalf of LESSEE or
its nominee with full rights of hypothecation thereto;
NOW, THEREFORE, in consideration of the premises and of the mutual agreements,
provisions, and covenants herein contained the parties do hereby agree as
follows:
1. Issuance of Gold Certificate by LESSOR
1.01 Conditions on Issuance of Gold Certificate: LESSOR agrees to issue as
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requested by LESSEE on behalf of LESSEE or its designated nominee, a
total of five (5) Gold Dore Certificates in the aggregate amount of $500
million (US) based on dore, concentrates, in-ground gold reserves or
refined material (collectively referred herein as the "Gold Reserves").
LESSOR agrees to maintain sufficient Gold Reserves, in its sole
judgment, at all times during the period the Gold Certificate is
outstanding to provide LESSEE with a coverage ratio of 1 to 1. Coverage
ratio is defined as the value of the Gold Reserves based upon the
estimated volume of the reserves times the then current price of gold
divided by the face value of the certificate.
1.02 Term: Unless otherwise agreed in writing by LESSOR and LESSEE, the term
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of the Gold Certificate shall be for a period of two (2) years from the
date of issuance.
1.03 Payment of Rental Fees: LESSEE shall pay LESSOR in readily available
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funds a rental fee in advance for the Gold Certificate as follows:
a.) 25% of the face value for the term of the certificate.
The rental fee is non-refundable and is due within 3 business days of
the time of
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delivery of the Gold Certificate by LESSOR to LESSEE or its designee.
1.04 Purchase Gold Reserves: During the term of the Agreement, LESSEE agrees
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to purchase the Gold Reserves represented by the Gold Certificate as
such reserves are produced in gold dore form based upon the payment to
the LESSOR of the then current price of gold times the volume specified
on the face of the Gold Certificate. LESSOR shall notify LESSEE in
writing monthly of the volumes available for purchase and the Parties
agree to fix the gold price based upon the average cash price as posted
on the New York Mercantile Exchange for the five business days prior to
the end of each month.
1.05 Right of LESSEE to Hypothecate Gold Certificate: During the term the
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Gold Certificate is outstanding, LESSEE shall have the sole right to
deliver, pledge, hypothecate or otherwise encumber the Gold Certificate,
subject to the terms and conditions of this Agreement. In the event
LESSEE hypothecates, pledges or otherwise further encumbers the Gold
Certificate, LESSEE agrees to back the delivery of gold required under
the terms of the certificate with sufficient cash and/or insurance to
fully insure the certificate value.
1.06 Right of LESSOR to Cancellation of Gold Certificate: In the event
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LESSEE fails to timely make any rental payment as specified in Section
1.02 above or otherwise fails to timely purchase the volumes of gold in
dore form available from LESSOR from time to time, LESSOR shall have the
right without notice to cancel the Gold Certificate from its books and
records.
1.07 Prior Hypothecation of Certain Gold Reserves: LESSEE acknowledges that
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LESSOR has entered into a prior Hypothecation Agreement regarding a
certain portion of its gold reserves and that LESSEE hereby agrees to
release sufficient gold reserves from the terms of that Hypothecation
Agreement to provide the coverage ratio defined in Section 1.01 above.
2. Representations and Warranties by LESSOR
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LESSOR represents and warrants to LESSEE that the statements contained in this
Section 2 are correct and complete as of the date of this Agreement and will be
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correct and complete as of the date of closing.
2.01 Authorization. LESSOR has full power and authority to execute and deliver
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this Agreement and to perform his obligations hereunder. This Agreement
constitutes the valid and legally binding obligation of LESSOR, enforceable in
accordance with its terms and conditions. LESSOR need not give any notice to,
make any filing with, or obtain any authorization, consent or approval of any
government, governmental agency, or other person in order to consummate the
transactions contemplated by this Agreement.
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2.02 Noncontravention. Neither the execution and the delivery of this Agreement,
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nor the consummation of the transactions contemplated hereby, will violate any
statute, regulation, rule, judgment, order, decree, stipulation, injunction,
charge or other restriction of any government, governmental agency or court to
which LESSOR is subject or conflict with, result in a breach of, constitute a
default under, result in the acceleration of, create in any party the right to
accelerate, terminate, modify, or cancel, or require any notice under any
contract, lease, sublease, license, sublicense, franchise, permit, indenture,
agreement or mortgage for borrowed money, instrument of indebtedness, security
interest, or other arrangement to which LESSOR is a party or by which it is
bound or to which any of his assets are subject.
3. Representations and Warranties
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Concerning LESSEE.
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LESSEE represents and warrants to LESSOR that the statements contained in this
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Section 3 are correct and complete as of the date of this Agreement and will be
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correct and complete as of the date of closing.
3.01 Organization, Qualification and Corporate Power. LESSEE is a limited
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liability corporation duly organized under the laws of Colorado. LESSEE is duly
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authorized to conduct business and is in good standing under the laws of each
jurisdiction in which the nature of its business or the ownership or leasing of
its properties requires such qualification. LESSEE has full corporate power and
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authority to carry on the business in which it is engaged and to own and use the
properties owned and used by it.
3.02 Noncontravention. Neither the execution and the delivery of this Agreement,
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nor the consummation of the transactions contemplated hereby, will (i) violate
any statute, regulation, rule, judgment, order, decree, stipulation, injunction,
charge or other restriction of any government, governmental agency or court to
which the LESSEE is subject or any provision of its Certificate of Incorporation
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or Bylaws of LESSEE or (ii) conflict with, result in a breach of, constitute a
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default under, result in the acceleration of, create in any party the right to
accelerate, terminate, modify, or cancel or require any notice under any
contract, lease, sublease, license, sublicense, franchise, permit, indenture,
agreement or mortgage for borrowed money, instrument of indebtedness, security
interest or other arrangement to which LESSEE is a party or by which it is bound
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or to which any of its assets is subject or result in the imposition of any
security interest upon any of its assets. LESSEE is not required to give any
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notice to, make any filing with, or obtain any authorization, consent or
approval of any government, governmental agency or other person in order for
LESSEE to consummate the transactions contemplated by this Agreement.
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3.03 Speculative Nature and Risk. LESSEE understands and acknowledges the
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speculative nature of and substantial risk of loss associated with an investment
in the Gold Certificate. In agreeing to lease the Gold Certificate, LESSEE
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acknowledges that it constitutes an investment which is suitable and consistent
with its financial condition and that it is able to bear the risks of this
investment for
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an indefinite period of time. LESSEE further acknowledges that the Gold
Certificates are backed by in-ground gold reserves and that LESSEE has reviewed
the available reserve reports, assays and other materials and has satisfied
itself as to the sufficiency of the reserves thereof. LESSEE further represents
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that it has adequate means of providing for its current financial needs and
corporate contingencies and no need for liquidity in its investment and that it
has sufficient financial and business experience to evaluate the merits and
risks of this investment.
4. Other Terms and Conditions
4.01 Governing Law: The Agreement herein shall be governed by the laws of the
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State of Nevada.
4.02 Notices: Any notices or other communications required or permitted
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hereunder shall be sufficiently given if sent by registered mail or certified
mail, postage prepaid if addressed as follows:
If to LESSEE: Xxxxx Xxxxxx
Asset Capital L.L.C.
0000 Xxxxxx Xxx., Xxxx. X
Xxxx Xxxxxxx, XX 00000
If to LESSOR: Xxxxxxx X. Xxxxxx
Imperial Petroleum, Inc.
000 XX Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000
4.03 No Assignment - Except in the event of the hypothecation of the Gold
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Certificate by LESSEE as provided herein, this Agreement may not be assigned by
operation of law or otherwise without the express written consent of the Parties
hereto and, in the event of an attempted assignment, this Agreement shall
terminate.
4.04 Entire Agreement; Modification; Benefit - This Agreement contains the
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entire agreement and understanding by and between LESSOR and the LESSEE with
respect to the subject matter hereof and no other representations, promises,
agreements or understandings, written or oral, not contained herein shall be of
any force or effect. This Agreement shall not be modified or amended except by
any instrument in writing signed by, or on behalf of, the parties hereto. This
Agreement shall be binding upon and inure to the benefit of and shall be
enforceable by and
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against LESSEE, its successors and assigns, and LESSOR and its successors and
assigns.
IN WITNESS HEREOF, the parties have executed this Agreement as of the day and
year first written above.
LESSOR
/s/ XXXXXXX X. XXXXXX
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Imperial Petroleum, Inc.
LESSEE
/s/ XXXXX XXXXXX
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Asset Capital L.L.C.
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AGREEMENT
This agreement by and between RIDGEPOINTE MINING COMPANY, hereinafter
referred to as "RMC", and Asset Capital, L.L.C. of Colorado, hereinafter
referred to as "AC" shall be specific to the terms and conditions of the
hypothecation of assets (Exhibit "A"), for the express purpose of enhancement of
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financial guarantees and support of promissory notes generated by "AC" or its
affiliates.
For its participation in this program, "RMC", will receive a cash
payment of fifteen million dollars US ($15,000,000) after acceptance of assets
and within 5 days of our funding and within two weeks of execution. All assets
must remain hypothecated for a term of 3.5 years from the execution date of this
contract. All assets must be verified with written acceptance from "AC".
This contract is binding upon both parties and or its assigns and both
parties agree that the contents herein constitute their agreement in its
entirety that there are no other provisions expressed or implied.
RIDGEPOINTE MINING COMPANY
/s/ XXXXXXX X. XXXXXX
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BY: Xxxxxxx X. Xxxxxx, President
STATE OF INDIANA )
) ss.
COUNTY OF VANDERBURGH )
Before me, the undersigned Notary Public, in and for said County and State, on
this day personally appeared Xxxxxxx X. Xxxxxx, acknowledged to me that he
executed said instrument for the purposes and consideration therein expressed.
Given, under my hand and seal of this 3rd day of Sept., 1998.
/s/ XXXXXXX X. XXXXXXXXXX
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Notary Public
My appointment expires:
XXXXXXX X XXXXXXXXXX
NOTARY PUBLIC STATE OF INDIANA
VANDERBURGH COUNTY
MY COMMISSION EXP APR. 20, 2001
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HYPOTHECATION AGREEMENT
This agreement between Asset Capital, L.L.C. hereinafter referred to as "AC" and
Ridgepointe Mining Company, (Provider), whereby PROVIDER hereby hypothecates the
listed assets described in (Exhibit "A") to "AC" as additional collateral for
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financial guarantees issued by Asset Capital, L.L.C., and shall be for a term of
three (3.5) years from the execution date of said Promissory Note.
Description of hypothecated assets found on Exhibit "A" of this document.
[ASSET CAPITAL, L.L.C.
CORPORATE
STATE OF COLORADO
SEAL
APPEARS HERE]
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EXECUTED this 3rd day of September, 1998.
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RIDGEPOINTE MINING COMPANY
/s/ XXXXXXX X. XXXXXX
----------------------------------
BY: Xxxxxxx X. Xxxxxx, President
STATE OF INDIANA )
) ss.
COUNTY OF VANDERBURGH )
Before me, the undersigned Notary Public, in and for said County and State, on
this day personally appeared Xxxxxxx X. Xxxxxx, acknowledged to me that he
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executed said instrument for the purposes and consideration therein expressed.
Given, under my hand and seal of this 3rd day of Sept., 1998.
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/s/ XXXXXXX X. XXXXXXXXXX
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Notary Public
My appointment expires:
XXXXXXX X XXXXXXXXXX
NOTARY PUBLIC STATE OF INDIANA
VANDERBURGH COUNTY
MY COMMISSION EXP APR. 20, 2001
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Exhibit "A"
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Hypothecated assets:
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(Legal description)
Utah State mining claim numbers:
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#47316 (excluding the following: NW1/4 Sec.36, T291/2S, R22E)
#47318
#47323
Federal claim numbers:
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UMC #357684
UMC #357679
RIDGEPOINTE MINING COMPANY
/s/ XXXXXXX X. XXXXXX
---------------------------------
BY: Xxxxxxx X. Xxxxxx, President
STATE OF INDIANA )
) ss.
COUNTY OF VANDERBURGH )
Before me, the undersigned Notary Public, in and for said County and State, on
this day personally appeared Xxxxxxx X. Xxxxxx, acknowledged to me that he
executed said instrument for the purposes and consideration therein expressed.
Given, under my hand and seal of this 3rd day of Sept., 1998.
/s/ XXXXXXX X XXXXXXXXXX
--------------------------
Notary Public
My appointment expires:
XXXXXXX X XXXXXXXXXX
NOTARY PUBLIC STATE OF INDIANA
VANDERBURGH COUNTY
MY COMMISSION EXP APR. 20, 2001
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Asset Capital, L.L.C. [NOTARY PUBLIC SEAL
OF XXXX XXXXXX XXXXX
By: /s/ X. X. XXXXXX STATE OF COLORADO
------------------- APPEARS HERE]
X. X. Xxxxxx
STATE OF COLORADO )
) ss.
COUNTY OF LARAMER )
Before me, the undersigned Notary Public, in and for said County and State, on
this day personally appeared X. X. Xxxxxx, acknowledged to me that he executed
said instrument for the purposes and consideration therein express.
Given, under my hand and seal of this 3rd day of September, 1998.
/s/ XXXX XXXXXX XXXXX
----------------------------
Notary Public
My appointment expires:
My Commission Expires 1/12/2001
---------------------
********************************************************************************
Asset Capital, L.L.C. [NOTARY PUBLIC SEAL
OF XXXX XXXXXX XXXXX
By: /s/ XXXXX XXXXXXXX STATE OF COLORADO
------------------- APPEARS HERE]
Xxxxx Xxxxxxxx
STATE OF COLORADO )
) ss.
COUNTY OF LARAMER )
Before me, the undersigned Notary Public, in and for said County and State, on
this day personally appeared Xxxxx Xxxxxxxx, acknowledged to me that he executed
said instrument for the purposes and consideration therein express.
Given, under my hand and seal of this 3rd day of September, 1998.
/s/ XXXX XXXXXX XXXXX
----------------------------
Notary Public
My appointment expires: My Commission Expires 1/12/2001
[ASSET CAPITAL, L.L.C.
CORPORATE
SEAL
STATE OF COLORADO
APPEARS HERE]
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