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Exhibit 10.(vi)
JOINT VENTURE AGREEMENT
Argus Resources, Inc., a Nevada corporation (hereinafter "Argus") and
Nevada Manhattan Mining Incorporated, a Nevada corporation (hereinafter
"Nevada"), propose that a joint venture be made between Argus, Nevada and
Xxxxxxx Xxxxxx (hereinafter "Xxxxxx"), with respect to the Manhattan Property
under the following general terms and conditions:
1. The note made by Nevada in favor of Xxxxxxx X. Xxxxx
(hereinafter "Xxxxx"), with an approximate remaining balance of $532,000.00,
plus interest accruing at 10% per annum, purchased or being purchased by
Xxxxxx, shall entitle Xxxxxx to a 51% interest in the Manhattan Property, and
Argus and Nevada shall retain a 49% interest in the property. The Manhattan
Property contains all of the rights and interests of Argus and Nevada in the
Manhattan Mining District, Xxx County, Nevada. Argus shall pay the note and
deed of trust in favor of Xxxxxx Xxxxxxx affecting this property on or before
its due date. Title to the 13 claims to which Xxxxxxx holds a first position
per his deed of trust shall be subject to this lien.
2. Argus and Nevada shall pay, pro rata, their portion of the
note payment due on January 15, 1993, in the approximate amount of $49,000.00
plus interest as follows: Nevada shall pay $24,500.00 plus accrued interest on
or before August 15, 1993, and Argus shall pay approximately $24,500.00 plus
accrued interest on or before November 15, 1993. Further, Argus and Nevada
shall pay, pro rata
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their portion of the note payment due on January 1994 as follows Argus and
Nevada shall pay the approximate amount of $49,000.00 on or before January 20,
1994. Also Argus and Nevada shall pay their pro rata share of each and every
succeeding payment until said note in favor of Xxxxx is paid in full. Each
party shall pay, pro-rata, its share of property taxes when due.
3. Argus and Nevada shall pay their pro rata share of the planned
$200,000.00 development program for the Manhattan Property not to exceed the
following amounts: Nevada shall pay $49,000.00 on or before June 15, 1993, and
Argus shall pay $49,000.00 on or before September 1, 1993. There will be a
four member property management committee consisting of one member from Argus,
one member from Nevada and two members from Xxxxxx. Xxxxxx will be designated
as the operator of the Manhattan Property. The committee will be consulted on
all suggested property related work, expenses or distribution of revenues
(including any offers to buy or joint venture the property or sale of product).
Invoices will be submitted to the committee for verification.
4. Any payment on the note or development program more than
fifteen (15) days late during the first twelve (12) months of this joint
venture shall be deemed as non-participation by the non-paying party(ies). The
respective non-paying party(ies) shall thereupon quit claim its (their)
pro-rata share of the foregoing interest in the property to the other
party(ies).
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5. After the initial twelve (12) month period, in the event of
non-payment or partial payment, the non-paying or partially-paying party's
interests shall be reduced pro-rata.
6. This joint venture agreement is subject to the review and
approval of Xxxxx, as evidenced by his signature appended hereto.
7. The shareholders of Argus voted at their annual meeting on
March 26, 1993, to enter into a joint venture agreement with Xxxxxx under the
terms and conditions approximately in conformance with the draft of this
document dated March 12, 1993, and gave the board of directors full power to
sign and enter into a joint venture agreement with Xxxxxx.
8. Upon ratification of this agreement by Argus and Nevada, Argus
shall petition the U.S. Bankruptcy Court to withdraw its Chapter 11
Reorganization filing based upon its agreement with Nevada and the ratification
of the joint venture with Xxxxxx.
9. Argus and Nevada shall deed the interests of Argus and Nevada
secured by Xxxxx'x note and deed of trust, referenced in Section 1, above, to
Xxxxx immediately after acceptance by all parties and the ratification of a
joint venture agreement.
10. This agreement shall be interpreted and construed under and by
virtue of the laws of the State of Nevada.
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11. Any modification to this agreement shall be executed in
writing by all parties to this agreement.
12. In the event suit is necessary to enforce any provision of
this agreement, the prevailing party shall be entitled to reasonable court
costs and attorney fees.
13. Each of the parties to this agreement acknowledges that they
had an opportunity to review this agreement with their own independent counsel
prior to the execution and that this agreement has been executed freely and
voluntarily and without any duress or undue influence.
ARGUS RESOURCES, INC.
By: /s/ XXXXXX X. XXXXXXX June 9, 1993
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Xxxxxx X. Xxxxxxx, President & Chairman DATE
NEVADA MANHATTAN MINING INCORPORATED
By: /s/ XXXXXXXXXXX XXXXXXXX June 01, 1993
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Xxxxxxxxxxx Xxxxxxxx, President & Chairman DATE
XXXXXXX XXXXXX, AN INDIVIDUAL
By: /s/ XXXXXXX XXXXXX June 13, 1993
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Xxxxxxx Xxxxxx DATE
XXXXXXX X. XXXXX, AN INDIVIDUAL
By:
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Xxxxxxx X. Xxxxx DATE
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[XXXXX EXPLORATION CORP. LETTERHEAD]
May 4, 1993
Argus Resources Corp.
0000 Xxxxxxx Xxx.
Xxxxx X
Xxx Xxxxx, XX. 00000
Nevada Manhattan
0000 X Xxxxxxx
Xxxxxxxxx, XX. 00000
Xxxxxxx Xxxxxx
000-0000 Xxxxxxxx Xx.
Xxxxxxxxxx, XX Xxxxxx V20-SG1
To Whom It May Concern:
By initiating and approving the joint venture between and among Argus
REsources, Nevada Manhattan, and Xxxxxxx Xxxxxx, I, Xxxxxxx X. Xxxxx, and/or
Xxxxx Exploration Crop., do not become or promise to become a partner or joint
venture or investor with any of the aforementioned companies or parties.
Sincerely,
/s/ XXXXXXX X. XXXXX
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Xxxxxxx X. Xxxxx
ACS:ss
OFFICIAL RECORDS
XXX CO. NEV.
RECORD REQUESTED BY
Nevada Manhattan Mining
'95 DEC 28 P2:26
0 386629
XXXXX XXXXX
RECORDER
FEE 11.00 DEP tp
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