EXHIBIT 4.16
THIS SERVICES AGREEMENT is effective this 11th day of June, 2004
BETWEEN:
METALLICA RESOURCES INC.
(the "Company")
- AND -
XXXXXX XXXXXX-XXXX
(the "Service Provider")
BACKGROUND:
The Company carries on a business primarily consisting of minerals exploration
and development.
The Company is of the opinion that the Service Provider has the necessary
qualifications, experience and abilities to provide services in connection with
the Company's desire to pursue merger, acquisition and combination
opportunities.
The Service Provider is agreeable to providing such merger, acquisition and
combination consulting services to the Company, on the terms and conditions as
set out in this Agreement.
IN CONSIDERATION OF the matters described above and of the mutual benefits and
obligations set forth in this Agreement, the receipt and sufficiency of which
consideration is hereby acknowledged, the parties to this Agreement agree as
follows:
Engagement
The Company hereby agrees to engage the Service Provider to pursue and
evaluate corporate merger, acquisition and combination opportunities for the
Company and such other services as the Company and the Service Provider may
agree upon from time to time (the "Services"), and the Service Provider
hereby agrees to provide the Services to the Company.
Term of Agreement
The term of this Agreement will begin on the date of this Agreement and will
remain in full force and effect until completion of the Services.
Performance
Both parties agree to do everything necessary to ensure that the terms of
this Agreement take effect.
Compensation
For the Services provided by the Service Provider under this Agreement, the
Company will pay to the Service Provider compensation in the amount of
US$600.00 per day. Compensation will be payable once per month within 10
days
of receipt and approval of Service Provider's invoice. The Company is
entitled to deduct from the Service Provider's compensation any applicable
deductions and remittances as required by law.
In the event that a transaction involving Penoles' Pinos Altos project in
Mexico is consummated, the Audit Committee will consider a finders fee
payment to the Service Provider.
Expenses
The Service Provider will be reimbursed from time to time for all reasonable
and necessary expenses incurred by the Service Provider in connection with
providing the Services hereunder. The Service Provider will furnish
statements and vouchers to the Company for all such expenses.
Notice
All notices, requests, demands or other communications required or permitted
by the terms of this Agreement will be given in writing and either served
personally, by registered mail or by facsimile. The addresses for any notice
to be delivered to any of the parties to this Agreement are as follows:
Metallica Resources Inc.
c/o Metallica Management Inc.
00000 Xxxx Xxxxxxxxx Xxx., Xxxxx 000
Xxxxxxxxxx, Xxxxxxxx 00000
Facsimile: 000-000-0000
Xxxxxx Xxxxxx-Xxxx
00 Xxxxxxxxx Xxx.
Xxxxxxx, Xxxxxxx X0X 0X0
Facsimile: 000-000-0000
or to such other address as to which any party may from time to time notify
the other.
Capacity/Independent Contractor
It is expressly agreed that the Service Provider is acting as an independent
contractor and not as an employee in providing the Services hereunder. The
Service Provider and the Company acknowledge that this Agreement does not
create a partnership or joint venture between them.
Modification of Agreement
Any amendment or modification of this Agreement or additional obligation
assumed by either party in connection with this Agreement will only be
binding if evidenced in writing signed by each party or an authorized
representative of each party.
Time of the Essence
Time will be of the essence of this Agreement and of every part hereof. No
extension or variation of this Agreement will operate as a waiver of this
provision.
Entire Agreement
It is agreed that there is no representation, warranty, collateral agreement
or condition affecting this Agreement except as expressed in it.
Severability
In the event that any of the provisions of this Agreement are held to be
invalid or unenforceable in whole or in part, all other provisions will
nevertheless continue to be valid and enforceable with the invalid or
unenforceable parts severed from the remainder of this Agreement.
Currency
Unless otherwise provided for, all monetary amounts referred to herein will
be paid in US dollars.
Governing Law
It is the intention of the parties to this Agreement that this Agreement and
the performance under this Agreement, and all suits and special proceedings
under this Agreement, be construed in accordance with and governed, to the
exclusion of the law of any other forum, by the laws of the Province of
Ontario, without regard to the jurisdiction in which any action or special
proceeding may be instituted.
IN WITNESS WHEREOF the parties have duly executed this Service Agreement this
11th day of June, 2004.
/s/ Xxxxxxx X. Xxxx
Xxxxxxx X. Xxxx
President and CEO
Metallica Resources Inc.
/s/ Xxxxxx Xxxxxx-Xxxx
Xxxxxx Xxxxxx-Xxxx
Service Provider
