EXHIBIT 4.5
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TLC VENTURES CORP.
700 - 000 Xxxx Xxxxxxxx Xxxxxx, Xxxxxxxxx, XX, X0X 0X0
Fax: 000-000-0000
December 11, 2003
Orogen Holding (BVI) Limited
c/o Gold Fields Exploration Inc.
0000 X Xxxxxxxx Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
XXX
Fax: x0(000)000-0000
Attention: Xxxxx Xxxxxx, Director
Dear Xxxxx:
STRATEGIC ALLIANCE AGREEMENT
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For good and valuable consideration, we provide this letter to confirm the terms
and conditions agreed to in respect of our strategic relationship (the
"Strategic Alliance"). By signing this letter the parties are confirming that
they have entered into a binding agreement (the "Agreement") on the terms and
conditions contained herein.
DEFINITIONS
In this Agreement:
"Non-Strategic Project" means any Project (as defined below) owned or held by
the mineral exploration subsidiary of Gold Fields Limited, Orogen Holding (BVI)
Limited ("Orogen"), or any subsidiaries of Orogen (collectively with Orogen,
"Gold Fields"), that in its sole discretion it intends to dispose of to a third
party in an arms' length transaction but specifically excludes Projects the
holding of which or transacting upon Gold Fields in its sole discretion deems to
be strategic to its business or that through other contractual agreements it is
required to offer to other parties as part of previous agreements.
"Project" means any portion of a party's interest in, or rights to acquire an
interest in, mineral concessions in any location.
"Project Data" means all information of all types and descriptions whatsoever
and in whatever storage medium over which the party has possession or control
and which may be provided to another party without violating any terms or
conditions of any agreements, orders or instruments by which they are bound
insofar as the same relates to a Project, including, but not limited to the
following: (a) all maps, surveys, test results, samples and sampling results,
reports, interpretations, studies, analyses, feasibility studies, and all other
information and data derived by or on behalf of the Project owner in the course
of exploration or other activities or operations on or in connection with the
Project, and (b) all business files, records and information relating to the
Project.
RIGHT OF FIRST REVIEW
Should TLC Ventures Corp. or any of its subsidiaries (collectively, the
"Company") intend to transfer, assign, option or joint venture a Project owned
or controlled by the Company to an arms' length third party directly or
indirectly, Gold Fields shall have an exclusive right of first review of the
Project Data. The Company will give Gold Fields written notice of its intention
to offer a Project for transfer, assignment, option or joint venture. Within 5
business days of receipt of the notice, Gold Fields may execute and deliver to
the Company a confidentiality agreement in form reasonably acceptable to the
parties and will then have the exclusive right to review all Project Data for a
10-business day period, after which the Company may contact other potential
transferees, assignees, optionees or joint
venture partners. The 10-business day review period will be deemed to have
started on the business day that the Project Data is received by Gold Fields.
The Company will not (a) make known to any third party its intention to
transfer, assign, option or joint venture a Project; or (b) make any Project
Data available to any such third party until the 10-business day period has
elapsed.
Should Gold Fields intend to transfer, assign, option or joint venture a
Non-Strategic Project to an arms' length third party directly or indirectly, the
Company shall have an exclusive right of first review of the Project Data. Gold
Fields will give the Company written notice of its intention to offer a
Non-Strategic Project for transfer, assignment, option or joint venture. Within
5 business days of receipt of the notice, the Company may execute and deliver to
Gold Fields a confidentiality agreement in form reasonably acceptable to the
parties and will then have the exclusive right to review all Project Data for a
10-business day period, after which Gold Fields may contact other potential
transferees, assignees, optionees or joint venture partners. The 10-business day
review period will be deemed to have started on the business day that the
Project Data is received by the Company. Gold Fields will not (a) make known to
any third party its intention to transfer, assign, option or joint venture a
Project; or (b) make any Project Data available to any such third party until
the 10-business day period has elapsed.
PRO-RATA PRE-EMPTIVE RIGHT
Each time the Company proposes to issue any equity security or a security that
is convertible into an equity security (collectively referred to herein as
"Equity Securities"), the Company shall offer to Gold Fields the right to
purchase that number of such Equity Securities equal to the number of common
shares of the Company owned by Gold Fields divided by the number of issued and
outstanding shares of the Company multiplied by the number of Equity Securities
to be issued by the Company as of the date of the written notice described
below. The Company will deliver written notice of its intention to issue Equity
Securities to Gold Fields stating the number of Equity Securities that Gold
Fields is entitled to purchase along with the terms and conditions of such
offering. Gold Fields will have five business days from the receipt of the
written notice to offer to purchase, in whole or in part, the number of Equity
Securities that it is entitled to purchase. The closing of the purchase by Gold
Fields will be concurrent with the closing of the Equity Security financing;
provided, however, that Gold Fields' obligation to purchase the Equity
Securities will be conditioned upon the closing of the entire offering, which
condition Gold Fields may waive in whole or in part. The Company may sell to a
third party any Equity Securities not purchased by Gold Fields in accordance
with these terms.
This pro-rata pre-emptive right does not apply to options issued pursuant to an
incentive stock option plan for directors, employees and consultants of the
Company adopted in accordance with the rules and policies of a Canadian stock
exchange, the issuance of any security upon the conversion or exercise of any
outstanding security or any issuance where the Company's shareholders are
treated equally such as a subdivision, amalgamation or reorganization.
GENERAL TERMS
The term of this Agreement (and the rights and obligations hereunder other than
the confidentiality provision in the following paragraph) is three years from
the date first written above.
Except as may be require by a stock exchange or other trading facility or by any
rule, regulation or law of any kind whatsoever which is applicable to a party,
while this Agreement is in effect and for a period of one year thereafter, each
party shall keep confidential all discussions and communications between them
including. without limitation, all information communicated therein and all
written and printed materials of any kind whatsoever exchanged between them and,
if requested by a party to do so, the other party shall arrange for its
directors, officers, employees, authorized agents and representatives that are
or that may become aware of the relationship between the parties created by this
Agreement to provide to the first party a letter confirming their agreement. to.
be personally bound by these non-disclosure provisions.
Time and each of the terms and conditions of this Agreement shall be of the
essence of this Agreement.
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This Agreement constitutes the entire agreement between the parties hereto in
respect of the matters referred to herein. This Agreement is governed by the
laws of British Columbia and the laws of Canada applicable therein. The parties
hereby submit to the jurisdiction of the Courts of British Columbia in
connection with any disputes arising hereunder.
Any notice or other communication of any kind whatsoever to be given under this
Agreement shall be in writing and shall be delivered by hand or by fax to the
parties at the addresses set out above.
This Agreement may be signed by fax and in counterpart.
IN WITNESS WHEREOF the parties have hereunto set their hands and seals effective
as of the date first above written.
SIGNED, SEALED AND DELIVERED BY
TLC VENTURES CORP, per:
/s/
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Authorized Signatory
Name of Signatory: Xxxxxx Xxxxxxxx
Title of Signatory: President
SIGNED, SEALED AND DELIVERED BY
OROGEN HOLDING (BVI) LIMITED per:
/s/
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Authorized Signatory
Name of Signatory: Xxxx Xxxxxx
Title of Signature: Director
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