Re: SILVERADO GOLD MINES LTD. (the “Company”) - Consultant Agreement between the Company and Smith Canciglia Consulting, Inc. (“Smith Canciglia Consulting”)
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SILVERADO GOLD MINES LTD. |
000 - 0000 X. Xxxxxxx Xxxxxx |
May 16, 2004
XXXXX XXXXXXXXX CONSULTING, INC.
00000 Xxxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxx 00000
Dear Xx. Xxxxx and Xx. Xxxxxxxxx:
Re: SILVERADO GOLD MINES LTD. (the “Company”)
- Consultant Agreement between the Company and Xxxxx Xxxxxxxxx Consulting,
Inc.
(“Xxxxx Xxxxxxxxx Consulting”)
We write to confirm the agreement (the “Agreement”) of the Company to retain Xxxxx Xxxxxxxxx Consulting as a consultant on the following terms and subject to the following conditions:
| 1. | Xxxxx Xxxxxxxxx Consulting will provide the federal
government consulting, public affairs and public relations services to
the Company in connection with business development issues relating to
the Green Fuel Project, as contemplated in the letter of Xxxxx Xxxxxxxxx
Consulting to the Company dated September 17, 2003 and as further agreed
by the Company and Xxxxx Xxxxxxxxx Consulting from time to time (together,
the “Consulting Services”). |
| 2. | Xxxxx Xxxxxxxxx Consulting will provide Xxxxx X.
Xxxxx and Xxxxx X. Xxxxxxxxx to perform the Consulting Services. |
| 3. | Subject to Section 4 of this Agreement, the Company
will pay to Xxxxx Xxxxxxxxx Consulting a consultant fee of $14,540 US
per month (the “Consultant Fee”) in consideration for Xxxxx
Xxxxxxxxx Consulting providing the Consulting Services. The Consultant
Fee will include a cash portion of $2,540 per month and a portion to be
paid as contemplated by Section 4 of this Agreement. |
| 4. | In consideration for Xxxxx X. Xxxxx and Xxxxx X.
Xxxxxxxxx providing the services on behalf of Xxxxx Xxxxxxxxx Consulting,
the Company will grant options to purchase an aggregate of 960,00 common
shares of the Company to Xx. Xxxxx and Xx. Xxxxxxxxx as follows: |
| Name of Optionee | Number of Options |
Exercise Price | Expiry Date | Vesting Provisions |
| Xxxxx X. Xxxxx | 480,000 | $0.075 | November 15, 2004 | 80,000 per month, on the 15th day of each month, commencing May 16, 2004 |
| Xxxxx X. Xxxxxxxxx | 480,000 | $0.075 | November 15, 2004 | 80,000 per month, on the 15th day of each month, commencing May 16, 2004 |
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The Company will have the option to pay a portion of the monthly Consulting Fee equal to $12,000 by having Xx. Xxxxx and Xx. Xxxxxxxxx exercise stock options to purchase an aggregate of 160,000 shares at a price of $0.075 per share. Xxxxx Xxxxxxxxx Consulting agrees that the issue of the shares to Xx. Xxxxx and Xx. Xxxxxxxxx under the stock options will be treated as payment of a portion of the monthly Consulting Fee equal to $12,000. The payment of the exercise price of the stock options will be completed by cancellation of this amount of the monthly Consulting Fee. Xx. Xxxxx and Xx. Xxxxxxxxx agree that the options can be exercised in this manner without further action of Xx. Xxxxx and Xx. Xxxxxxxxx, provided common shares of the Company with respect to the options exercised are delivered to Xx. Xxxxx and Xx. Xxxxxxxxx. The Consultant Shares will be issued pursuant to exemptions from the registration requirements of the Securities Act of 1933 (the “Act”) or pursuant to an effective registration statement. If issued pursuant to an exemption from registration, all certificates representing the Consultant Shares will be endorsed with a legend confirming that the securities have not been registered and may only be resold pursuant to an effective registration statement under the Act or pursuant to a further exemption from registration, in the form required by the Company’s legal counsel. The Company shall grant the Subscriber “piggyback” registration rights and shall register the shares, at the Company’s expense, in connection with its next registration of securities with the Securities and Exchange Commission (the “SEC”). |
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| 5. | The Company will reimburse Xxxxx Xxxxxxxxx Consulting
for reasonable out-of-pocket expenses actually and properly incurred by
Xxxxx Xxxxxxxxx Consulting in providing the Consulting Services. Xxxxx
Xxxxxxxxx Consulting will provide a monthly statement of any expenses
submitted for reimbursement and will, the request of the Company, provide
proper receipts and invoices. |
| 6. | Except as reasonable required to perform the Consulting
Services, Xxxxx Xxxxxxxxx Consulting agrees not to disclose to any person
or use for its own purposes any confidential information concerning the
business or affairs of the Company which Xxxxx Xxxxxxxxx Consulting may
acquire in the course providing the Consulting Services. All obligations
with respect to confidential information will survive termination. |
| 7. | The Consulting Services will not include: |
| (a) | services in connection with the offer or sale of
securities in a capital-raising transaction; |
|
| (b) | services that directly or indirectly promote or maintain a market for the securities of the Corporation including without limitation the dissemination of information that reasonably may be expected to sustain or raise or otherwise influence the price of the securities; | |
| (c) | services comprising investor relations or shareholder
communications; |
|
| (d) | consultation in connection with financing that involves
any issuance of the Company’s securities, whether equity or debt.
|
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| 8. | In providing the Consulting Services, Xxxxx Xxxxxxxxx
Consulting will: |
| (a) | comply with all applicable federal, state, local
and foreign statutes, laws and regulations; and |
|
| (b) | not make any misrepresentation or omit to state any
material fact that will result in a misrepresentation regarding the business
of the Company. |
|
| 9. | The term of this Agreement will be for a period of
six months commencing on the date of this Agreement and subject to earlier
termination as provided for herein. The term of this Agreement may only
be extended by the written agreement of the Company and Xxxxx Xxxxxxxxx
Consulting. All Options will terminate upon termination of this Agreement.
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| 10. | The Company may terminate this Agreement at the Company’s option upon the breach by Xxxxx Xxxxxxxxx Consulting of its obligations pursuant to this Agreement, provided that the Company has |
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given written notice of default to Xxxxx Xxxxxxxxx
Consulting and Xxxxx Xxxxxxxxx Consulting has failed to remedy the default
within 14 days of receipt of written notice from the Company. |
|
| 11. | The Company may terminate this Agreement at any time
upon written notice to Xxxxx Xxxxxxxxx Consulting of termination and payment
to Xxxxx Xxxxxxxxx Consulting of an amount equal to one months’ Consultant
Fee as full and final payment of any and all liquidated damages to Xxxxx
Xxxxxxxxx Consulting arising from early termination of this Agreement.
|
| 12. | Xxxxx Xxxxxxxxx Consulting may terminate this Agreement
at any time upon thirty days written notice to the Company. |
| 13. | This Agreement may not be assigned in whole or in
part by Xxxxx Xxxxxxxxx Consulting without the prior written consent of
the Company. |
| 14. | This Agreement shall be governed by and construed
in accordance with the laws of the Province of British Columbia. |
If you are in agreement with the terms and conditions of engagement, please execute a copy of this letter where indicated below.
SILVERADO GOLD MINES LTD.
by its authorized signatory:
/s/ Xxxxx X. Xxxxxxx
_________________________________
Xx. Xxxxx X. Xxxxxxx
Chief Executive Officer
Accepted and agreed effective as of the 16th day of May, 2004.
XXXXX XXXXXXXXX CONSULTING, INC.
by its authorized signatory:
Per:
| /s/ Xxxxx X. Xxxxxxxxx | ||
| ____________________________ | ||
| Authorized Signatory | ||
| /s/ Xxxxx X. Xxxxx | /s/ Xxxxx X. Xxxxxxxxx | |
| ____________________________ | ____________________________ | |
| Xxxxx X. Xxxxx, Individually | Xxxxx X. Xxxxxxxxx, Individually |
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