Exhibit (10)C
AGREEMENT
THIS AGREEMENT is made this 30th day of November, 2000 by and between The
Gold Dogs, LLC, Lincoln City Medical Center Pension Fund and Xxxxx X. Xxxxx
(hereinafter collectively referred to as "the Dogs") and O'Hara Resources, Ltd.
(hereinafter referred to as "O'Hara").
WHEREAS the Dogs have previously entered into several loan agreements and
promissory notes with Xx. Xxxxx X. Xxxxxxxxxx (hereinafter "Xxxxxxxxxx") in the
aggregate sum of $760,867;
WHEREAS the Dogs presently contend that Xxxxxxxxxx is indebted to them in
the aggregate amount of $1,384,196 (hereinafter "Xxxxxxxxxx'x Debt"), which sum
includes the previously noted $760,867, interest, late fees and other charges;
WHEREAS Xxxxxxxxxx is a principal shareholder of both Red Gold, Inc., a
Nevada Corporation (hereinafter "Red Gold") and Pure Wollastonite, Inc., an
Oregon Corporation (hereinafter "Pure Wollastonite");
WHEREAS Red Gold presently owns several mining claims located in Xxxxx
County, Oregon (hereinafter "the Red Flats Deposit");
WHEREAS Pure Wollastonite presently owns several mining claims located in
the Xxxxxxx Mining District of Nevada near Tonopah, Nevada (hereinafter "the
Wollastonite Deposit");
WHEREAS the Dogs presently retain claims, royalty rights and encumbrances
on the Red Flats Deposit, the Wollastonite Deposit and another mining property
located near Mamouth, California (hereinafter "the Red Dog Deposit"); and
WHEREAS O'Hara wishes to satisfy Xxxxxxxxxx'x Debt and to thereby purchase
the Dogs' non-equity interest in the Red Flats Deposit, the Wollastonite Deposit
and the Red Dog Deposit.
NOW THEREFORE, the Dogs and O'Hara agree as follows:
1. ISSUANCE OF STOCK. O'Hara will issue 615,200 shares of O'Hara's stock to
the Dogs to satisfy Xxxxxxxxxx'x Debt. These 615,200 shares will be registered
in the name of "The Gold Dogs, LLC" on O'Hara's stock ledger. A stock
certificate for these 615,200 shares will be delivered to Xx. Xxxxx X. Xxxxx.
O'Hara will also issue an additional 1,000,000 shares of O'Hara's stock to
the Dogs to secure the payment and satisfaction of Xxxxxxxxxx'x Debt. Like the
615,200 shares noted above, these 1,000,000 shares will also be registered in
the name of "The Gold Dogs, LLC" on O'Hara's
stock ledger. A certificate for these 1,000,000 shares will also be issued. The
certificate for these 1,000,000 shares will be held in trust by Xx. Xxxxx X.
Xxxxx, Attorney at Law, until such time as Xxxxxxxxxx'x Debt has been paid in
full pursuant to the terms of this Agreement or until such time as Xx. Xxxxx
shall sell the same, or a portion thereof, pursuant to the terms of this
Agreement.
2. SALE OF STOCK. The Dogs will not sell the 615,200 shares of stock issued
to the Dogs to satisfy Xxxxxxxxxx'x Debt pursuant to Paragraph "1" of this
Agreement until such time as O'Hara's stock reaches an accepted market value of
$2.25 per share or until November 1, 2001, whichever comes first. If the
accepted market value for O'Hara's stock reaches $2.25 per share before November
1, 2001, the Dogs will, before selling the 615,200 shares, provide O'Hara with
written notice of the Dogs' intent to sell the 615,200 shares. O'Hara shall
thereafter have seven (7) days from O'Hara's receipt of such notice to elect to
purchase the 615,200 shares from the Dogs for market value but not less than
$2.25 per share. If O'Hara elects to purchase the 615,200 shares from the Dogs
pursuant to this paragraph, O'Hara will provide the Dogs with payment within
twenty-one (21) days of O'Hara's receipt of the notification described in this
paragraph. Upon the Dogs receipt of payment pursuant to the provisions of this
paragraph, the Dogs will promptly direct Xx. Xxxxx to return and Xx. Xxxxx shall
return the certificate for 1,000,000 shares described in Paragraph "1" of this
Agreement to O'Hara and the Dogs will in turn instruct O'Hara to reissue the
1,000,000 shares to O'Hara.
If Xxxxxxxxxx'x Debt has not been paid in full by November 1, 2001 pursuant
to the provisions stated in the preceding paragraph, the Dogs may sell the
1,000,000 shares described in Paragraph "1" of this Agreement, or any portion of
them, on the open market to satisfy Xxxxxxxxxx'x Debt. Prior to selling the
1,000,000 shares, the Dogs will provide O'Hara with written notice of the Dogs'
intent to sell the 1,000,000 shares, or any portion of them. O'Hara shall
thereafter have seven (7) days from its receipt of such notice to negotiate
payment of whatever amount remains due and owing on Xxxxxxxxxx'x Debt with the
Dogs. Payment of any such negotiated amount shall be made by O'Hara to the Dogs
within twenty-one (21) days of O'Hara's receipt of the notification described
above. If O'Hara and the Dogs are for any reason unable to negotiate the payment
of an amount which will satisfy Xxxxxxxxxx'x Debt and the Dogs thereafter sell
the 1,000,000 shares, or any portion of them, any amount obtained by the Dogs
via such sale which exceeds the amount required to satisfy Xxxxxxxxxx'x Debt
will be paid to O'Hara by the Dogs within seven (7) days of the Dogs' receipt of
the same. If the Dogs sell only a portion of the 1,000,000 shares to satisfy
Xxxxxxxxxx'x Debt, the Dogs will transfer any remaining shares back to O'Hara
with instructions to reissue such remaining shares to O'Hara. If the Dogs sell
the 1,000,000 shares and the total amount received for them fails to satisfy
Xxxxxxxxxx'x Debt, nothing in this Agreement prevents the Dogs and O'Hara from
entering further negotiations to satisfy Xxxxxxxxxx'x Debt and to thereby
transfer the Dogs' non-equity interest in the Red Flats Deposit, the
Wollastonite Deposit and/or the Red Dog Deposit to O'Hara. Absent further
negotiations, however, O'Hara's liability to the Dogs is by this Agreement
expressly limited to whatever value the Dogs derive from the sale of a maximum
of 1,615,200 (615,200 + 1,000,000 = 1,615,200) shares of O'Hara's stock issued
by O'Hara to the Dogs pursuant to this Agreement. Absent further agreement,
O'Hara is under no obligation to satisfy Xxxxxxxxxx'x Debt for any reason beyond
that stated in this Agreement.
Nothing stated in this Agreement shall affect Xxxxxxxxxx'x past, present or
future liability for principal, interest, late fees, attorney fees, or
collection costs otherwise owing to the Dogs by Xxxxxxxxxx or any other obligor
under any prior agreements. All such prior obligations shall remain in full
force and effect without any regard to this Agreement, unless and until
Xxxxxxxxxx'x Debt is paid in full in accordance with the terms of this
Agreement.
Nothing stated in this Agreement shall prevent O'Hara from satisfying
Xxxxxxxxxx'x Debt before November 1, 2001. In the event O'Hara satisfies
Xxxxxxxxxx'x Debt before November 1, 2001, the Dogs will return the certificate
for 615,200 share of O'Hara's stock issued to the Dogs pursuant to this
Agreement to O'Hara with instructions to reissue it in O'Hara's name. In the
event O'Hara satisfies Xxxxxxxxxx'x Debt before November 1, 2001 the Dogs will
further instruct Xx. Xxxxx to return the certificate for 1,000,000 shares of
O'Hara's stock described above to O'Hara with instructions to reissue the same
in O'Hara's name.
3. RELEASE OF PROPERTY INTERESTS. Upon satisfaction in full of Xxxxxxxxxx'x
Debt or upon a negotiated settlement of any amount which remains due and owing
to the Dogs after the sale of the aforementioned 1,615,200 shares of O'Hara's
stock by the Dogs, the Dogs will release and assign to O'Hara any and all
non-equity interests of any kind whatsoever including claims, royalty rights and
encumbrances the Dogs' have against Xxxxxxxxxx, Red Gold, Pure Wollastonite
and/or any other person or entity related in any manner to the Red Flats
Deposit, the Wollastonite Deposit and the Red Dog Deposit. The claims, royalty
rights and encumbrances so released shall include, but are not limited to, the
Dogs' claim to five (5) percent of the Net Smelter Returns to be derived from
the Red
Flats Deposit as the Red Flats Deposit is presently staked or as it may come to
be staked, any and all security interests the Dogs have in the Pure Wollastonite
Deposit and any and all security interests the Dogs have in the Red Dog Deposit.
This Agreement shall not affect, or require the Dogs to release any equity
interests the Dogs may have in Red Gold, Pure Wollastonite or Red Dog Resources,
Inc.
4. BINDING EFFECT. The covenants, conditions and terms of this Agreement
shall extend to and be binding upon and inure to the benefit of the heirs,
personal representatives, successors and assigns of the parties hereto.
5. ATTORNEY FEES. In the event litigation is initiated arising out of this
Agreement, the losing party shall pay to the prevailing party its reasonable
attorney fees. If an appeal is taken from any judgment or decree of the trial
court, the losing party shall pay the prevailing party in the appeal its
reasonable attorney fees in such appeal.
6. WAIVER. Failure of any party tot this Agreement at any time to require
performance of any of other party to this Agreement of any provisions hereof,
shall in no way affect any party's rights hereunder to enforce the same, nor
shall any waiver by any party of any breach hereof be held to be a waiver of any
succeeding breach or a waiver of this non-waiver clause.
7. ENTIRE AGREEMENT; MODIFICATION. This Agreement constitutes the entire
agreement between the parties hereto and none of the parties shall be bound by
any promises, representations or agreements except as are herein expressly set
forth. This Agreement may not be changed in any way except by written agreement
signed by each of the parties hereto.
8. COUNTERPARTS AND FACSIMILE SIGNATURES. This Agreement may be executed in
any number of counterparts and each such counterpart shall be deemed to be an
original instrument. This Agreement may also be executed by way of a signature
transmitted by facsimile by each of the parties to this Agreement and a
facsimile signature shall for all intents and purposes be considered the
equivalent of an actual and original signature and shall be treated in all
respects as an actual and original signature for the purposes of construing and
enforcing the terms of this Agreement.
IN WITNESS WHEREOF said parties have hereunto set their hand on behalf of
themselves, their heirs, assigns and representatives, and if a corporation, by
order of their respective Board of
Directors in duplicate on the date and year first above written.
O'Hara Resources, Ltd.
By: ________/s/______________
Xxxxx Xxxxxxxx,
Chief Executive Officer
Gold Dogs, LLC.
By: __________/s/____________
Xxxxx X. Xxxxx,
Managing Partner
Xxxxx Xxxxx
By: ____________/s/__________
Xxxxx Xxxxx
Lincoln City Medical Center Pension Fund
By: ___________/s/____________
Xxxxxx X. Xxxxxxxxx, Trustee
