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EXHIBIT 10.23
AGREEMENT
I hereby certify that this
instrument is a true copy
of the original instrument.
/s/ XXXXXX X. XXXXXXXX
-----------------------------
Xxxxxx X. Xxxxxxxx, Solicitor
This Agreement made as of the 16th day of July, 1997.
BETWEEN:
MINCO MINING & METALS CORPORATION, a company incorporated under the
laws of British Columbia having a business office at 1200 - 000
Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X XX0;
(the "Company
AND:
CAMDEN FINANCIAL, having an office at 0000 Xxxxxxxx Xxxxxx, Xxx
Xxxxxxx, Xxxxxxxxxx, 00000-0000
("Camden")
WHEREAS:
A. The Company is a reporting issuer in British Columbia, the securities of
which are listed for trading on the Vancouver Stock Exchange;
B. The Company wishes to retain Camden to assist with its investor relations
activities in the United States of America (the "USA") and Camden has agreed to
assist with the investor relations activities of the Company in accordance with
the terms of this agreement (the "Agreement");
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual
covenants and agreements herein contained, the parties hereto agree as follows:
1. ENGAGEMENT.
The Company has agreed to engage Camden as an independent contractor and
consultant to provide investor relations services to the Company, and Camden has
agreed to provide these services to the Company, subject to the terms and
conditions described in this Agreement. Camden is not an investment adviser nor
a broker-dealer as defined under the laws of the USA and will not provide any
services requiring registration as such. Camden will provide services only in
the USA and such other jurisdictions as Camden can validly do so.
2. TERM.
The term of this Agreement is two years subject to early termination as provided
in section 10.
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3. SERVICES.
The services (the "Services") to be provided by Camden shall consist of a
Standard Program and a Supplemental Program, which shall include, but not
necessarily be limited to, the activities described below.
A. THE STANDARD PROGRAM
The activities to be undertaken and the Services to be provided by Camden
as part of the Standard Program shall include:
(a) interviewing the Company's management and personnel and reviewing
corporate information and other material regarding the Company's
activities;
(b) formulating and writing literature regarding the Company, for
approval by the Company, for distribution to a select group of
professional investors, investment managers, hedge fund managers,
public and private fund managers, mutual fund manager, stockbrokers
and industry research analysts ("Camden's Contacts");
(c) producing and distributing to the Camden's Contacts a quarterly
newsletter featuring news relating to the Company;
(d) producing and distributing to newsletter editors updates and
research reports concerning the Company;
(e) making introductions to select members of Camden's Contacts;
(f) arranging for the production of a research report for distribution
by Camden and the Company; and
(g) including up to 10MB of information and materials related to the
Company, such as annual reports, press releases and an executive
summary which can be updated periodically by Camden and the Company,
on a World Wide Web (the "Web") site operated by Camden ("Camden's
Website"). Camden's Website will, at all times, be accessible
through commonly used Web search engines and the address for the
Camden's Website will be included in all promotional and marketing
material produced by Camden.
B. THE SUPPLEMENTAL PROGRAM
Upon request by the Company, and at additional expense to the Company as
described below, Camden will undertake the following activities and
provide the following services:
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(a) arrange for a large-scale, direct mail campaign of materials
prepared by Camden and directed to a list of investment
professionals, money managers, fund managers, broker/dealers and
regional brokerage firms provided by Camden;
(b) provide for access, through Camden's Website, to an extended and
larger website in addition to the 10MB of information provided for
in the Standard Program, or if deemed appropriate, provide
assistance in the creation of a Web site dedicated solely to the
Company; and
(c) assist with the planning and arrangements for promotional tours,
special luncheons and/or group meetings.
In addition to the foregoing services, Camden agrees to make available the
services of Xxxxxxx Xxxxxx ("Xxxxxx"), who will be an employee of the Company
and will provide services as an investor relations officer in the United States
during the term of this Agreement. Neither Camden nor Xxxxxx shall be obligated
to provide any of the services until such time as an Employee's Option Agreement
between Xxxxxx and the Company has been filed with, and accepted by, the
Vancouver Stock Exchange (the "VSE").
4. COSTS.
Camden will bear its expenses in respect of the services provided as part of the
Standard Program. The Company will be responsible for all documented printing
and distribution and/or advertising costs, all documented roadshow costs, and
all other documented out of pocket costs in respect of the Supplemental Program.
5. COMPENSATION FOR SERVICES.
As compensation for the Services rendered by Camden pursuant to this Agreement,
the Company agrees to pay to Camden an initial fee (the "Initial Fee") of
U.S.$20,000 and an additional monthly fee (the "Monthly Fee") of U.S. $5,000 per
month payable for each calendar month, in advance, on the first business day of
that month. The Initial Fee and the pro rata portion of the first Monthly Fee
shall be paid immediately upon execution of this Agreement by the Company.
6. ADDITIONAL OBLIGATIONS OF CAMDEN.
Camden agrees that, in connection with its investor relations services to the
Company, Camden will not make any payment in cash or in kind to any third party
as an inducement to such party to engage in activities which could be deemed to
constitute market manipulation or other improper practice, such as recommending
the stock without disclosure of Camden's engagement as a consultant for the
Company or Camden's financial interest in the Company. Camden will indemnify the
Company from all claims, liability, costs or other expenses (including
reasonable attorneys' fees) incurred by the Company as a result of any
inaccurate information concerning the Company released by Camden, unless such
information was provided to Camden by the Company.
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7. ADDITIONAL OBLIGATIONS OF THE COMPANY
(a) The Company agrees that, in connection with this Agreement, it will
indemnify Camden from all claims, liability, costs or other expenses
incurred (including reasonable attorneys' fees) by Camden as a
result of any inaccurate or misleading information concerning the
Company provided by the Company or any of its officers or directors
to Camden, or as a result of any breach by the Company of any of the
terms and conditions of this agreement or commission of acts illegal
under USA or Canadian securities laws by the Company or its officers
or directors. The Company will not give Camden material non-public
or other confidential information which Camden should not be
disseminating;
(b) The Company agrees that it will, immediately upon execution of this
Agreement, take such steps as are reasonably necessary to register
its securities with the United States Securities and Exchange
Commission, to seek a listing of its securities on a recognized
stock exchange in the USA and to qualify the Company's securities
for secondary trading in various jurisdictions in the USA, insofar
as possible.
8. INDEPENDENT CAMDEN.
Camden is an independent contractor responsible for compensation of its agents,
employees and representatives, as well as all applicable withholding and taxes
(including unemployment compensation) and all worker's compensation insurance.
9. ASSIGNMENT.
The rights and obligations of each party to this agreement may not be assigned
without the prior written consent of the other party.
10. TERMINATION
Either party may terminate this Agreement at any time upon thirty days' written
notice. The Agreement may be terminated by the Company immediately upon notice
in the case of the commission of an actual fraud by Camden in the course of its
activities hereunder or the declaration of bankruptcy by Camden ("Termination
For Cause"). The Agreement may be terminated by Camden immediately upon notice
in the case of the commission of an act of actual fraud by the Company,
delisting of the Company by an exchange or the declaration of bankruptcy by the
Company.
11. CALIFORNIA LAW.
This agreement shall be governed by and construed in accordance with California
law.
12. ARBITRATION AND WAIVER OF JURY TRIAL.
Any dispute, controversy or claim arising out of or relating to this agreement
or the breach thereof shall be finally settled by arbitration to be held in Los
Angeles pursuant to the
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Commercial Arbitration Rules of the American Arbitration Association and
judgment on the award rendered by the arbitrator(s) may be entered in any court
having jurisdiction thereof
13. ATTORNEY'S FEES.
The prevailing party in any arbitration or litigation arising out of or relating
to this agreement shall be entitled to recover all attorneys' fees and all costs
(whether or not such costs are recoverable pursuant to the California Code of
Civil Procedure) as may be incurred in connection with either obtaining or
collecting any judgment and/or arbitration award, in addition to any other
relief to which that party may be entitled.
14. COUNTERPARTS.
This Agreement may be executed in counterparts, each of which when so executed
shall be deemed to be original and all of which taken together shall constitute
one and the same Agreement.
15. DUE AUTHORITY.
By signing below, the signatories warrant that they have the authority to
execute this Agreement on behalf of the party indicated and all actions
necessary to authorize the execution of this Agreement have been taken.
16. NOT EXCLUSIVE.
This Agreement is not exclusive. Camden may engage in activities of the type
contemplated hereunder with other firms and the Company may engage in activities
of the type contemplated hereunder with other investor relations firms.
17. SEVERABILITY
Each provision of this Agreement is intended to be severable. If any term or
provision hereof shall be determined by a court or competent jurisdiction to be
illegal or invalid for any reason whatsoever, that provision shall be severed
from this Agreement and shall not affect the validity of the remainder of this
Agreement.
18. ENTIRE AGREEMENT AND MODIFICATIONS
This Agreement together with the Option Agreement, constitutes the entire
agreement between the parties and supersedes all prior agreements and
undertakings, whether oral or written, relative to the subject matter hereof. To
be effective any modification of this Agreement must be in writing and signed by
the parties.
19. NOTICES
All notices, requests and communications required or permitted hereunder shall
be in writing and shall be sufficiently given and deemed to have been received
upon personal delivery or, if mailed, upon the first to occur of actual receipt
or 48 hours after being placed in the mail,
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postage prepaid, registered or certified mail, return receipt requested,
respectively addressed to the Company or Camden as follows:
To the Company:
Minco Mining & Metals Corporation
1200 - 000 Xxxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx
X0X XX0
To Camden:
Camden Financial
0000 Xxxxxxxx Xxxxxx
Xxx Xxxxxxx, Xxxxxxxxxx
00000-0000
or such other address as may be specified in writing to the other party, but
notice of a change of address shall be effective only upon the actual receipt.
20. NO AGENCY.
Nothing herein shall cause Camden or the Company to be an agent, partner, joint
Ventura or affiliate of the other.
21. BENEFICIARIES.
Except as expressly provided for herein, no parties or persons except the
signatories and their affiliates, successors or assigns, are beneficiaries of
this Agreement.
22. TIME OF THE ESSENCE
Time is of the essence.
23. DUE AUTHORITY
By signing below, the signatories warrant that they have the authority to
execute this Agreement on behalf of the party indicated and all actions
necessary to authorize the execution of this Agreement have been taken.
24. FURTHER ASSURANCES
From time to time after the execution of this Agreement, the parties will make,
do, execute or cause or permit to be made, done or executed all additional
lawful acts, deeds, things, devices and assurances in law whatsoever as may be
required to carry out the true intention and to give full force and effect to
this Agreement.
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25. COUNTERPARTS
This Agreement may be executed in several counterparts, each of which will be
deemed to be an original and all of which will together constitute one
instrument.
26. REGULATORY APPROVAL
This Agreement is subject to the Company obtaining all necessary approvals of
the British Columbia Securities Commission, the VSE and such other regulatory
authorities as have jurisdiction and is further subject to the Employee's Option
Agreement made between the Company and Xxxxxx being filed with, and approved by,
the VSE. If any of the required approvals are not obtained within 120 days after
the date this Agreement is filed with the relevant regulatory authority, the
parties shall forthwith confer and determine whether to alter the terms of this
Agreement in order to obtain approval, or to terminate this Agreement. Failure
to agree on the appropriate course of action shall result in this Agreement
being terminated at the end of this 120 day period.
IN WITNESS WHEREOF this Agreement has been duly executed by the parties hereto
effective as of the day and year first above written.
THE CORPORATE SEAL of MINCO )
MINING & METALS CORPORATION was )
hereunto affixed in the presence of: )
)
[SIG] )
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)
[SIG] )
--------------------------------------- )
SIGNED, SEALED & DELIVERED by an ) CAMDEN FINANCIAL
authorized signatory of CAMDEN ) per:
FINANCIAL in the presence of: )
)
/s/ XXXXX XXXXXXXXX ) [SIG]
--------------------------------------- ) -----------------------------------
Signature of Witness )
)
Name: XXXXX XXXXXXXXX )
--------------------------------- )
Address: 000 X. XXXXX XXXX. )
------------------------------- )
XXXXXXXX, XX 00000 )
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)
Occupation: NOTARY PUBLIC )
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[NOTARY SEAL] Jilla Massenhian
Comm. #1015644
NOTARY PUBLIC CALIFORNIA
LOS ANGELES COUNTY
Comm. Exp. Jan 30, 1998
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