INDEPENDENT
CONSULTANT AGREEMENT
This
Agreement is effective February 27, 2014.
BETWEEN:
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BLOX, INC., a corporation
incorporated under the laws of the State of Nevada
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AND:
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Xxxxxx Xxxxxxxx, an individual
having an address of 600 – 000 Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X
0X0 |
WHEREAS:
| A. |
The
Company is engaged in the business of sourcing, developing, and operating various
mining projects worldwide with a focus on improving the sustainable qualities
of mining operations; |
| B. |
The
Consultant has considerable expertise in providing senior advisory services to
companies similar to the Company; and |
| C. |
The
Company wishes to obtain and the Consultant wish to provide certain consulting
services to the Company on the terms and conditions contained in this
Agreement. |
NOW
THEREFORE IN CONSIDERATION of the mutual promises contained in this Agreement,
the parties agree as follows:
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1.
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Services
to be Provided |
| 1.1 |
Effective
February 27, 2014 (the “Start Date”), the Consultant will provide
services to the Company in the position of Chief Executive Officer (the “CEO”)
and will perform the duties normally performed by the chief executive officer
of a company (the “Services”). |
| 1.2 |
The
Consultant will provide the Services out of the Company’s offices located in
Vancouver, British Columbia. |
| 1.3 |
The
Consultant will report to the board of directors of the Company (the “Board”)
and will keep the Company informed of all matters concerning the Services as
requested by the Company from time to time. |
| 1.4 |
The
Consultant will perform the Services to the level of competence and skill
reasonably expected from persons with skills and experience similar to that of
the Consultant. |
| 1.5 |
During
the term of this Agreement, the Consultant will: |
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(a) |
well
and faithfully serve the Company and use the Consultant’s best efforts to
promote the best interests of the Company; |
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(b) |
devote
such working time and attention to the business of the Company as is required
to fulfil the Consultant’s role as CEO of the Company; and |
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(c) |
comply
with the Company’s policies and procedures, as may be amended from time to
time. |
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The Consultant acknowledges that in
performing the Services pursuant to this Agreement, the Consultant will occupy
a position of high fiduciary trust and confidence and that the Consultant will
develop and acquire wide experience and knowledge with respect to all aspects
of the manner in which the Company’s business is conducted. Without limiting
the generality of the foregoing, the Consultant agrees to observe the highest
standards of loyalty, good faith and avoidance of conflicts of duty and
self-interest, in performing the Services. It is the intent and agreement of
the parties that the Consultant will use such knowledge and experience solely
and exclusively in furtherance of the business interests of the Company. |
| |
In
consideration of the Consultant performing the Services in accordance with this
Agreement, the Company will issue the Consultant such number of securities (the
“Securities”) as is equal to: |
| |
(a) |
9,233,860
shares of common stock of the Company (each, a “Share”) and warrants
(the “Warrants”) to purchase an additional 8,000,000 Shares at a
price of US$0.05 per share for a period of five years from the Start Date and,
concurrently with the execution of this Agreement, the Consultant and Company
will enter into an escrow agreement such that these Shares, including any
Shares issued pursuant to the Warrants, will be held in escrow with Xxxxx
Xxxxxx LLP as escrow agent with 25% released upon the Start Date, 25% released
on the date that is six months from the Start Date, 25% released on the date
that is 12 months from the Start Date and the remaining 25% released on the
date that is 18 months from the Start Date (provided the Consultant maintains
the position of CEO or an equivalent position with the Company or an affiliate
thereof on a going forward basis and if not, such remaining Shares that are
subject to escrow will be returned to treasury for cancellation without
consideration in accordance with NRS 78.211); and |
| |
(b) |
10%
of the total number of Shares and securities of the Company that are otherwise
exercisable or convertible into Shares that are issued in connection with the acquisition
by the Company of Quivira Gold Ltd. from the shareholders thereof (the “Quivira Transaction”) on a
fully-diluted basis which issuance will occur on the closing date of the
Quivira Transaction (the “Quivira Closing Date”) and the Consultant and
the Company will enter into an escrow agreement on or before the Quivira
Closing Date such that the Shares, including any Shares issued upon the
exercise of other securities, will be held in escrow with Xxxxx Xxxxxx LLP as
escrow agent with 25% released upon the Quivira Closing Date, 25% released on
the date that is six months from the Quivira Closing Date, 25% released on the
date that is 12 months from the Quivira Closing Date and the remaining 25%
released on the date that is 18 months from the Quivira Closing Date (provided
the Consultant maintains the position of CEO or an equivalent position with the
Company or an affiliate thereof on a going forward basis and if not, such remaining
Shares that are subject to escrow will be returned to treasury for cancellation
without consideration in accordance with NRS 78.211). |
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The Company will
reimburse the Consultant at the end of each month, for all expenses properly
and reasonably incurred by the Consultant for the purpose of performing the
Services in accordance with the terms of this Agreement. Such expenses will
be reimbursed monthly upon the Consultant providing the Company with an
itemized invoice together with original receipts. |
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(a) |
The
issuance of the Securities to the Consultant will be made in reliance on an
exemption from the prospectus filing requirements contained in section 2.5 of National
Instrument 45-106 and the exemption from the registration requirements
contained in Regulation S promulgated under the Securities Act of 1933, as
amended (the “1933 Act”). The Company reserves the right to request
from the Consultant any additional certificates or representations required to
establish an exemption from applicable securities legislation prior to the
issuance of any Securities. |
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(b) |
The
certificates representing the Securities to be issued to the Consultant will be
affixed with the following legends describing such restrictions: |
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THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 (THE “ACT”), AND HAVE BEEN ISSUED IN RELIANCE UPON AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION
S PROMULGATED UNDER THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR
RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF
REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT
TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. HEDGING TRANSACTIONS
INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE
ACT. |
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THE
HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY IN OR FROM A JURISDICTION
OF CANADA UNLESS THE CONDITIONS OF SECTION 13 OF MULTILATERAL INSTRUMENT 51-105
ISSUERS QUOTED IN THE U.S. OVER-THE-COUNTER MARKETS ARE MET. |
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(c) |
The
Consultant represents and warrants that at the time of entry into this
Agreement and on the date of the issuance of any Securities that: |
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(i) |
(in
addition to resale restrictions imposed under U.S. securities laws, there are
additional restrictions on the Consultant’s ability to resell any of the Securities
in Canada under applicable provincial securities laws and Multilateral
Instrument 51-105 – Issuers Quoted in the U.S. Over the Counter Markets of the
Canadian Securities Administrators; |
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(ii) |
the
Consultant understands and agrees none of the Securities have been or will be
registered under the 1933 Act, or under any state securities or “blue sky” laws
of any state of the United States, and, unless so registered, may not be
offered or sold in the United States or, directly or indirectly, to U.S.
Persons, as that term is defined in Regulation S under the 1933 Act (“Regulation
S”), except in accordance with the provisions of Regulation S, pursuant to
an effective registration statement under the 1933 Act, or pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the 1933 Act and in each case only in accordance with
applicable state and foreign securities laws; |
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(iii) |
the
Consultant is not a U.S. Person (as such term is defined in Regulation S of the
0000 Xxx) and is not acquiring the Note for the account or benefit of, directly
or indirectly, any U.S. Person; |
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(iv) |
the
Consultant is outside the United States when receiving and executing this
Agreement; |
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(v) |
the
Consultant understands and agrees that offers and sales of any of the Securities
prior to the expiration of the period specified in Regulation S (such period
hereinafter referred to as the “Distribution Compliance Period”) shall
only be made in compliance with the safe harbor provisions set forth in
Regulation S, pursuant to the registration provisions of the 1933 Act or an
exemption therefrom, and that all offers and sales after the Distribution
Compliance Period shall be made only in compliance with the registration
provisions of the 1933 Act or an exemption therefrom and in each case only in
accordance with applicable state and provincial securities laws; |
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(vi) |
the
Consultant acknowledges that it has not acquired the Securities as a result of,
and will not itself engage in, any “directed selling efforts” (as defined in
Regulation S under the 0000 Xxx) in the United States in respect of any of the
Securities which would include any activities undertaken for the purpose of, or
that could reasonably be expected to have the effect of, conditioning the
market in the United States for the resale of any of the Securities; provided,
however, that the Consultant may sell or otherwise dispose of any of the Securities
pursuant to registration of any of the Securities pursuant to the 1933 Act and
any applicable securities laws or under an exemption from such registration
requirements and as otherwise provided herein; and |
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(vii) |
hedging
transactions involving the Securities may not be conducted unless such
transactions are in compliance with the provisions of the 1933 Act and in each
case only in accordance with applicable securities laws. |
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This Agreement will
continue indefinitely unless terminated by the Consultant
or the Company by giving at least thirty (30) days written notice to the other party. |
| 4. |
Confidentiality
and Ownership of Intellectual Property |
| 4.1 |
Confidential Information
|
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(a) |
“Confidential
Information” means information, whether or not originated by the Consultant,
that relates to the business or affairs of the Company, its affiliates, clients
or suppliers and is confidential or proprietary to, about or created by the
Company, its affiliates, clients, or suppliers. |
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(b) |
All
Confidential Information, whether developed by the Consultant at any time
while the Consultant was providing the Services to the Company, or by others
employed or engaged by or associated with the Company or its affiliates or clients,
is the exclusive and confidential property of the Company or its affiliates or
clients, as the case may be, and will at all times be regarded, treated and
protected as such. |
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(c) |
At
all times during and subsequent to the term of this Agreement, the Consultant
will not disclose Confidential Information to any person (other than as
necessary to carry out the Services or other duties on behalf of the Company)
without first obtaining the Company’s consent, and the Consultant will take all
reasonable precautions to prevent inadvertent disclosure of any Confidential Information. |
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(d) |
At
all times during and subsequent to this Agreement, the Consultant will not use,
copy, transfer or destroy any Confidential Information (other than as necessary to perform the Services), without first obtaining the Company’s consent and the
Consultant will take all reasonable precautions to prevent inadvertent use,
copying, transfer or destruction of any Confidential Information. This prohibition includes, but is not limited to, licensing or otherwise exploiting,
directly or indirectly, any products or services that embody or are derived
from Confidential Information or exercising judgment or performing analysis
based upon knowledge of Confidential Information. |
| 4.2 |
Intellectual Property
|
| |
(a) |
The
Consultant will do all things that may be reasonably necessary or desirable in
order to give full effect to the foregoing. If the Consultant’s cooperation is
required in order for the Company to obtain or enforce legal protection of the
Developments, the Consultant will provide that cooperation so long as the
Company pays to the Consultant as the case may be, reasonable compensation for
the Consultant’s time at a rate to be agreed between the Consultant and the
Company. |
|
5.
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Independent
Consultant Relationship |
| 5.1 |
The
parties acknowledge and agree that the Consultant is an independent consultant
and that: |
| |
(a) |
the
Consultant is not an agent, employee, partner, or joint venturer of the
Company; and |
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(b) |
the
Consultant has control over the timing and hours of the provision and
performance of the Services. |
| 5.2 |
The
Consultant is not precluded from acting in any other capacity for any other
person, firm or company provided that it does not conflict with the
Consultant’s duties to the Company as set out in this Agreement. |
| 5.3 |
The
Company will not contribute to the Canada Pension Plan or employment insurance,
or withhold federal and provincial taxes, or provide any other contributions or
benefits to the Consultant, which might be expected in an employer-employee
relationship. |
| 5.4 |
The
Consultant represents and warrants that the Consultant has the right to provide
the Services required under this Agreement without violation of any obligations
owed to others and that all advice, information, and documents given by the
Consultant to the Company under this Agreement, may be used fully and freely by
the Company, unless otherwise so designated orally or in writing by the
Consultant at the time of communication of such information. |
| 6.1 |
This
Agreement cancels and supersedes any existing agreement or other arrangement
between the parties, and contains the entire agreement and obligation between
the parties with respect to its subject matter. No amendment to this Agreement
will be valid or effective unless in writing and signed by all the parties. |
| 6.2 |
Any
notice given or required to be given under this Agreement will be in writing
and signed by or on behalf of the party giving it. Such notice may be served
personally and in either case may be sent by priority post to the addresses of
the parties noted on page one of this Agreement, or by fax, email or other
electronic transmission. Any notice served personally will be deemed served
immediately, and if mailed by priority post will be deemed served seventy two
(72) hours after the time of posting, and if by electronic transmission, upon
successful transmission. |
| 6.3 |
If
any provision contained in this Agreement is determined to be void or
unenforceable for any reason, in whole or in part, it is deemed not to affect
or impair the validity of any other provision contained herein and the
remaining provisions will remain in full force and effect to the fullest extent
permissible by law. |
| 6.4 |
This
Agreement will be governed by and construed in accordance with the laws of the
Province of British Columbia and each party submits to the exclusive jurisdiction
of the courts of competent jurisdiction in the Province of British Columbia. |
| 6.5 |
This
Agreement will be to the benefit of and be binding on the respective heirs,
executors, administrators, successors and permitted assigns of each of the
parties. |
INTENDING
TO BE LEGALLY BOUND, the parties have signed this Consulting Agreement as of
the day and year first written above.
BLOX,
INC.
Per: “Xxxxxx Xxxxx”
Authorized Signatory
SIGNED by Xxxxxx Xxxxxxxx in the presence of:
“signed”
Signature
Print Name
Address
Occupation |
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“Xxxxxx Xxxxxxxx”
Xxxxxx Xxxxxxxx
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