Supplemental Agreement
Exhibit
10.43
This
is a
Supplemental Agreement to the terms of the joint venture agreement between
Shanxi Hua Ze Nickel Smelting Co., Ltd and China Global Mining Resources Limited
for the establishment of Sino-American Hua Ze Nickel & Cobalt Metal Co., Ltd
(“Joint Venture”) dated 14 April 2007 (“JV Agreement”).
This
Supplemental Agreement sets out an indicative timetable for the payment of
capital to the Joint Venture. Except for the making of the payment on 20 June
2007, the making of each of these capital payments is subject to the
establishment of the Joint Venture and the opening of its registered capital
account and the satisfactory completion of legal, accounting and technical
due
diligence and shall be made to the registered capital account of the
JV.
Revised
Payment Schedule to the JV Agreement
|
Date
|
Note
|
Amount (RMB million)
|
|||||
|
20
June 2007
|
1,
4
|
15,460,000
|
|||||
|
5
July 2007
|
23,190,000
|
||||||
|
5
August 2007
|
38,650,000
|
||||||
|
30
September 2007
|
77,300,000
|
||||||
|
31
October 2007
|
77,300,000
|
||||||
|
31
December 2007
|
193,250,000
|
||||||
|
Sub-total
|
2
|
425,150,000
|
|||||
|
31
December 2007
|
3
|
154,600,000
|
|||||
|
Total
|
5
|
579,750,000
|
|||||
Notes:
| l. |
The
payment of RMB15,460,000 on 20 June 2007 is subject to the execution
of a
supply agreement between Shanxi Hua Ze Nickel Smelting Co., Ltd and
China
Global Mining Resources Limited for the purchase by China Global
Mining
Resources Limited of fourty (40) metric tonnes of electrolytic nickel
(>99%). Shanxi Hua Ze Nickel Smelting Co., Ltd shall engage an import
export agent to export the processed nickel cobalt to China Global
Mining
Resources Limited. The payment will be made to an account at a bank
in
China designated by Shanxi Hua Ze Nickel Smelting Co.,
Ltd.
|
| 2. |
Of
the total payment of RMB425.15 million above, RMB270.55 million has
to be
used for development and construction of mine in Qinghai, and smelting
plant and facilities in Shaanxi, both of which are owned by Shaanxi
Hua Ze
Nickel Smelting Company, and the remaining RMB 154.6 million will
be used
for repayment of loans and settlement of other outstanding
payables.
|
| 3. |
RMB
154.6 million will be used for acquisition of additional land area
which
contains approximately 200,000 tonnes of nickel
resources.
|
| 4. |
After
the first payment of RMB15.46 million is made on 20 June 2007, SRK
will be
commissioned to prepare an updated geological report on the nickel
mine.
|
| 5. |
It
is a condition that on the completion of the above mentioned payment
of
RMB579,750,000 by 31 December 2007 the shareholders of the proposed
Joint
Venture will comprise only:
|
|
China
Global Mining Resources Limited
|
40
|
%
|
||
|
Shanxi
Hua Ze Nickel Smelting Co., Ltd
|
60
|
%
|
| 6. |
The
parties shall use their best endeavours to complete the due diligence
and
to execute the final joint venture contract and articles of association
within 45 days of making the payment under the supply contract referred
to
in paragraph 1.
|
Additional
Equity Purchase
| Ø |
Referring
to Clause 4.8 of the JV Agreement, China Global Mining Resources
Limited
has the right to purchase an additional 40% equity interest in the
Joint
Venture from Shanxi Hua Ze Nickel Smelting Co., Ltd for an amount
of
RMB579.75 million on or before 15 June 2008 and Xx Xxxx Ymg Hu and
Shanxi
Hua Ze Nickel Smelting Co., Ltd shall use their best endeavours to
ensure
that the transfer of that 40% equity interest is approved by the
relevant
government authorities.
|
Shanxi
Huaze Nickel Smelting Co [ ]
Authorised
Representative
|
Signature
|
/s/
|
|
Authorised
Representative
|
For
and on behalf of
|
||
|
CHINA
GLOBAL MINING RESOURCES LIMITED
|
|||
|
[
]
|
|||
|
/s/
|
|||
|
Authorised
Signature(s)
|
|||
