EXHIBIT 4.69
ADMINISTRATION SERVICES AGREEMENT
THIS AGREEMENT dated for reference the 1st day of January 2005
BETWEEN:
XXXXXX GROUP MANAGEMENT LTD., a company incorporated under the
laws of British Columbia having a registered office at Xxxxx
0000, 0000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X
0X0
(herein "GGM")
PARTY OF THE FIRST PART
AND:
THOSE PUBLIC CORPORATIONS MORE PARTICULARLY DESCRIBED IN SCHEDULE
"A" HERETO
(each herein "Pubco" and collectively "Pubcos")
PARTIES OF THE SECOND PART
WHEREAS:
(A) GGM is a company established to provide on a non-exclusive basis,
geological, corporate development, administrative and management services for
public companies involved in the acquisition, exploration and development of
natural resource properties;
(B) Pubco and GGM have agreed that GGM will provide the services more
particularly described herein on the terms and conditions of this Agreement and
that each Pubco will appoint one of its directors to serve on the board of
directors of GGM which board shall comprise only Pubco nominees;
NOW THEREFORE in consideration of the premises and mutual covenants herein
contained, the parties hereto agree as follows:
PART 1
ADMINISTRATION SERVICES
1.1
During the term of this Agreement GGM shall generally provide
each Pubco (including its affiliates) with the following administration services
on a non-exclusive basis:
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(a) use of GGM's business premises located at 709 - 000 Xxxx
Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, with access to the
reception area, the boardroom and other offices as available and
agreed to from time to time;
(b) receptionist personnel;
(c) use of office equipment including telephone systems,
photocopying, telecopier and computers, and other equipment as
required;
(d) services of administration, accounting, purchasing,
secretarial and like support staff on an "as needed" and "as
available" basis.
1.2 GGM shall be responsible to pay the premises lease costs and the
costs of all office equipment as well as the salaries and benefits of all staff
providing the services referred to in ss.1.1 and ss.2.2, but subject to ss.3.3.
1.3 Each Pubco shall pay a monthly fee initially as set forth in
Schedule A in consideration of the agreed services hereunder a portion of which
fee reflects the value of the availability of the services. The Administration
Fee shall be invoiced by GGM on a monthly basis and is a fee which is to
represent a full cost-recovery basis to GGM for the cost of providing such
services. The monthly fee will be described in reasonable detail in the invoice.
The fee shall be based upon a reasonable pro-rating of GGM's costs including its
executive staff and other overhead among each Pubco with regard to the mutually
agreed average annual level of services provided to each Pubco. GGM staff shall
record their daily activities in connection with each Pubco and they shall
retain a log for invoicing purposes. The fee shall be reviewed from time to time
and the basis may be changed on notice by GGM in the event GGM's costs change or
the Pubcos' use of the services is in excess of historical experience or in the
event a greater or lesser number of other Pubcos are using GGM's services.
1.4 The administration services to each Pubco shall include
bookkeeping, accounting and services in connection with quarterly filings,
material change reports and other disclosure filings on SEDAR. Each Pubco shall
remain responsible for approving such filings and GGM does not assume liability
for the disclosures made therein (except for a loss due to any negligence or
wilful misconduct of GGM which is proved before a Court of final jurisdiction).
1.5 Only where otherwise agreed by Pubco and GGM in writing, GGM
shall retain suppliers and contractors in connection with each Pubco's approved
work programs and shall separately invoice such Pubco for the third party costs
and such invoice shall include a handling charge as a percentage of the third
party costs, such charge to be in accordance with industry standards and
reviewed for reasonableness from time to time.
1.6 Each Pubco acknowledges that GGM intends to enter into
substantially similar agreements in future with other public companies and GGM
retains the discretion to add, delete or vary its arrangements with such other
companies in GGM's sole discretion. As of the date hereof, all Pubcos are
described on Schedule "A" hereto which includes an estimate of their anticipated
monthly fees. GGM shall not appoint any person as a director of GGM without the
consent of a majority of the Pubcos who are parties hereto at the time.
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PART 2
GEOLOGICAL AND MANAGEMENT SERVICES
2.1 In addition to the administration services, GGM may, where it
first agrees in writing with a Pubco, also supply a Pubco technical and
geological management services on a "as needed" and "as available" basis.
2.2 Any future agreement reached in connection with GGM providing or
administering technical programs and services shall include details of programs
including scheduling, description of activities and related budgets. Upon
acceptance (with or without variations) of such recommendations by a Pubco's
Board (which acceptance is in the sole discretion of each Pubco's board) GGM to
the extent agreed , carry out the agreed program as the agent of the Pubco and
shall:
(a) retain and/or itself provide the required technical and
support staff;
(b) negotiate third party service contracts and provide
those that either Pubco or GGM deem necessary or appropriate to
each Pubco for execution or execute same as agent for the Pubco.
Such third party contracts shall generally include geophysical
and geochemical surveys, sampling, line cutting, diamond
drilling, engineering, environmental, independent analyses and
reporting and such other work as has been recommended by GGM and
approved by such Pubco's Board;
(c) apply for necessary government exploration or work
permits and licences;
(d) provide field staff to supervise and oversee the work of
GGM staff and other contractors and subcontractors;
(e) obtain insurance and assist in making application and
relevant filings pertaining to the maintenance of titles to the
property as well as filing of assessment work respecting
exploration work carried out;
(f) general administration of the exploration program
including accounting, payment of third party invoices and
reporting thereon; and
(g) providing assistance with corporate awareness programs
regarding a Pubco and its properties.
2.3 For purposes of administration of any exploration program each
Pubco shall be or remain for all purposes the participant (and where applicable
the operator) of all of its joint venture agreements and GGM's function and
status shall be limited to advisor and agent.
2.4 The fee to GGM for any of the additional technical services which
may be agreed upon shall be included as part of budgets which are subject to the
approval of each Pubco. Unless otherwise agreed, greater than 10% overruns and
significant variations (greater than 20%) in the planned programs shall require
the prior approval of the relevant Pubco in which case the costs incurred with
respect to such overruns and variations shall be for the account of the Pubco.
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PART 3
ADDITIONAL RIGHTS AND DUTIES OF GGM
3.1 Each Pubco agrees to severally indemnify and hold harmless GGM,
its officers, directors, employees and agents, from any and all claims, suits or
demands arising out of the good faith performance of GGM hereunder. Without
restricting the generality of the foregoing, each Pubco agrees to promptly pay
GGM invoices and to advance funds against written cash calls for work programs
wherever reasonably required by GGM to pay for or secure services, to secure
equipment, contractors, deposits and the like and to honour all agreements which
GGM enters into as agent on behalf of a Pubco with third parties pursuant to a
written agreement with that Pubco. The foregoing indemnity shall not apply to
losses, claims or suits arising out of GGM's proven negligence or wilful
misconduct.
3.2 GGM shall indemnify each Pubco against claims arising out of
GGM's acts or omissions to the extent such acts or omissions constitute
unauthorized acts, negligent performance of duties, or wilful misconduct as the
case may be.
3.3 GGM shall have the right to request of each Pubco that it
allocate a reasonable number of shares in its incentive option plan to employees
of GGM based on the general amount of time and value added of such staff member.
Each such staff member shall be deemed a "service provider" to the Pubco as
contemplated by regulatory policy. The allocation of options to GGM staff is
understood to constitute an important incentive to reduce the overall employee
and consultant costs to the Pubcos on a collective basis and to ensure that GGM
staff have an incentive to work diligently for all Pubcos with equanimity.
3.4 GGM agrees to carry out its advisory, administrative and
operating activities hereunder in a competent and workmanlike manner for each
Pubco, in good faith with a view to the best interests of each Pubco,
respectively.
3.5 GGM shall take reasonable precautions to ensure that only
authorized personnel of GGM and each Pubco are provided with information
respecting the business affairs, exploration results and properties of that
Pubco. GGM shall limit access to information respecting exploration developments
to its own staff on a need-to-know basis and shall ensure that its personnel
acknowledge the need to protect confidentiality of information respecting each
Pubco which is developed by or comes into the possession of GGM and that each
such individual is in a "special relationship" with each Pubco as contemplated
by securities legislation. GGM shall generally maintain confidentiality of each
Pubco`s affairs and shall take reasonable precautions to protect the integrity
and security of information developed for each Pubco.
3.6 GGM shall not compete with a Pubco for resource property
interests and will not acquire any interest in any property of a Pubco or one
reasonably related to an existing property or prospect or one which can
reasonably be said to be derived from any property of such Pubco either for
itself or for another Pubco, without the prior written consent of the board that
first Pubco which consent shall be in its sole discretion.
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3.7 GGM shall not be obligated to provide any information or advice
to a Pubco respecting resource property prospects and opportunities which come
to the attention of GGM personnel unless such prospects and opportunities can be
clearly demonstrated to have been received or obtained primarily as a result of
the provision of property-related services by GGM to that Pubco under the terms
of this Agreement. Each Pubco acknowledges that GGM is expected to be regularly
exposed to resource property opportunities in the ordinary course and may
receive resource property prospects and opportunities as a consequence of the
services that it provides and otherwise. Each Pubco also acknowledges that GGM
may receive unsolicited proposals and opportunities from sources wholly
unrelated to any Pubco (or that Pubco) and that those opportunities are as well
are acknowledged by each Pubco to be the sole property of GGM which may elect to
transfer them to any Pubco or third party in its discretion..
3.8 GGM may terminate this Agreement with respect to any or every
Pubco in its sole discretion upon 30 days' notice to any Pubco.
PART 4
OTHER RIGHTS AND DUTIES OF EACH PUBCO
4.1 So long as this Agreement is in effect each Pubco shall appoint
one of its directors to be a director of GGM who shall by virtue of such
appointment have the right to review all aspects of GGM's operations (but
subject to retaining confidentiality of any other Pubco's business, properties
or prospects information which is not public). Each Pubco shall obtain an
agreement from such nominee director that he shall not seek deliberately
confidential information respecting any other Pubco (unless such director is
also a director of such other Pubco). Each such nominee shall maintain
appropriate confidentiality procedures with respect to any GGM information
provided to or obtained by such director and particularly with respect to any
other Pubco or where such information about another Pubco or its exploration
prospects is unavoidably disclosed to the director. Such nominee shall further
agree ( and does hereby agree if a signatory hereto) to promptly resign from the
board of GGM in the event this Agreement is terminated in respect of that
director's Pubco for any reason. Such nominee director shall not use any
information acquired by virtue of his directorship in GGM for the purpose of
competing with GGM or competing with any other Pubco. Such nominee acknowledges
he/she shall be in a "special relationship" with any other Pubco of which he is
not already an "insider" if such director obtains confidential information about
such other Pubco.
4.2 Any authorized representative of each Pubco, including its
auditors and attorneys, shall at all reasonable times have full access to all of
the records or information of GGM pertaining to the affairs of that Pubco.
4.3 GGM shall indemnify and save harmless Pubco from any claim, suit
or demand which may arise by virtue of any improper act or gross negligence of
GGM arising as a consequence of the performance by GGM of this Agreement.
4.4 On execution hereof each Pubco shall subscribe for a single
common share of GGM for $1.00 and hereby agrees to resell such share to GGM for
$1.00 on termination of this Agreement. Each Pubco shall in no event sell,
transfer or otherwise dispose of or encumber such GGM share during the currency
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of this Agreement. The parties acknowledge that GGM shall at all times be
exclusively and equally owned by the Pubcos collectively and that GGM shall not
allow any other person to subscribe or be issued shares in GGM nor will GGM
otherwise authorize, create or issue any other shares or any other securities in
its capital stock without the consent of all of the Pubcos.
PART 5
TERMINATION
5.1 This Agreement insofar as each Pubco is concerned may, after the
Initial Period referred to in ss.5.2, be terminated by such Pubco on 30 days'
written notice to GGM.GGM shall inform each Pubco of the receipt of each
termination notice and GGM shall notify each Pubco at the time it signs a new
Pubco agreement and shall provide a copy of such agreement to each existing
Pubco. From the date of notice to the date of termination, GGM shall not enter
into any new arrangements on behalf of a terminating Pubco (unless already
legally committed to do so) without such Pubco's prior consent. During the
Initial Period each Pubco may terminate this agreement on its own behalf only to
the extent of the bankruptcy, insolvency, or breach by GGM of its duties
hereunder (including negligence and wilful misconduct) which breach is not
corrected by GGM within 10 days of notice of such breach being delivered by a
Pubco and provided it is not bona fide disputed by GGM.
5.2 From the date hereof until the second anniversary (the "Initial
Period"), termination hereof by a Pubco shall require greater notice to reflect
GGM's investment in establishing facilities and retaining personnel. If a Pubco
desires to terminate this Agreement in the first year, it shall pay a
termination fee of one-year's basic administration charge as described on
Schedule A and if it terminates in the second year, the Pubco shall pay GGM a
termination fee of six months' basic administration charge.
5.3 In the event of termination during the course of implementation
of any exploration or other program, GGM and the terminating Pubco shall
negotiate in good faith to minimize any interruption of such program and to
ensure that the costs related thereto are properly accounted for and duly
discharged by the terminating Pubco. Notwithstanding any termination of this
Agreement in respect of a Pubco, such Pubco shall continue to be bound by any
agreements contracted for on its behalf by GGM prior to termination.
5.4 The confidentiality and non-competition provisions of this
Agreement which are applicable to GGM and each Pubco and its director nominee
shall survive any termination of this Agreement and continue in full force and
effect for two years thereafter.
5.5 Upon termination hereof in respect of any Pubco, such Pubco shall
cease to use the GGM premises, phone number, etc. and shall make arrangements
for the orderly transition of administrative and accounting responsibilities by
advice letter to GGM. GGM shall turn over all business, technical, and like
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records pertaining to the affairs and properties of such terminating Pubco as
may be in the possession of GGM although GGM may retain copies for its own
records where reasonably required.
5.6 The Parties acknowledge that neither GGM nor any Pubco shall have
any exclusive rights during the term hereof nor upon termination hereof to the
investor data base maintained by GGM on behalf of all the Pubcos.
5.7 Providing a Pubco has duly paid its services fees for the first
two years of the term hereof, the deposit referred to in ss.6.1(c) shall be
refunded (without interest) on termination hereof.
PART 6
INITIAL TRANSACTIONS
6.1 On execution hereof:
(a) IMA Exploration Inc.( "IMA") shall be transferred the
initial subscriber share in GGM and thereupon Pubco while IMA is
the only Pubco, it shall immediately transfer to GGM certain
equipment, furniture and leasehold improvements having an agreed
fair value of $66,119.28 for the equipment and furniture and
$27,057.80 for the leasehold improvements. IMA shall execute such
bills of sale as GGM may reasonably require to effect this sale
and transfer. GGM and IMA shall account for the $93,177.08 as a
shareholder's loan to GGM against which GGM shall offset the
initial prepayment and future monthly service charges to IMA
until the amount is fully recovered by IMA.IMA warrants that the
assets are owned by it free and clear of encumbrances and amounts
owing except as disclosed on Schedule B;
(b) IMA shall sub-lease to GGM the premises at 709 - 000
Xxxx Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0 on a
"all rights for full cost" basis and GGM shall pay the
obligations under the sub-lease which shall be equal to IMA's
cost under its lease for the same premises. GGM and IMA shall
enter into a sub-lease agreement effecting these terms
immediately after execution hereof; and
(c) each Pubco shall pay as a deposit against the last
approximately six weeks' services in the amount as set forth on
Schedule "A".
PART 7
MISCELLANEOUS
7.1 This Agreement is not assignable by the parties and any purported
assignment thereof is void ab initio.
7.2 This Agreement shall be binding upon and enure to the benefit of
the parties hereto and their respective successors.
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7.3 This Agreement shall be construed in accordance with the laws of
the province of British Columbia and the parties agree to attorn to such
jurisdiction in the event of a dispute hereunder.
7.4 Notices shall be considered effectively given hereunder when
personally delivered by a Pubco to GGM or by GGM to a Pubco by personal service
only, in each case delivered to a director of the Pubco and a different director
of GGM.
7.5 The parties will, insofar as lawfully possible, refer all
disputes hereunder to binding arbitration pursuant to a single arbitrator using
final offer arbitration.
IN WITNESS WHEREOF the parties have caused this Agreement to be executed as of
the 6th day of MAY, 2005 with the intention that it be effective retroactive
to January 1st, 2005.
XXXXXX GROUP MANAGEMENT LTD.
Per: /s/ Xxxxxx Xxxx
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Dated: May 6, 2005
Each Pubco has executed this Agreement by executing Schedule "A" or a
counterpart thereof.
SCHEDULE "A"
to the Administration Services Agreement dated for reference
the 1st day of January, 2005
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INITIAL
MONTHLY NAME OF NOMINEE
PUBCO DEPOSIT CHARGE GGM DIRECTOR SIGNATURE AND DATE
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Golden Arrow Resources Corp. $30,000 $20,000 Xxxxxxx Xxxxxxxxx /s/ Xxxxxxx Xxxxxxxxx, May 13, 2005
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Amera Resources Corporation $30,000 $20,000 Xxxxxxxx Xxxxx /s/ Xxxxxxxx Xxxxx, May 9, 2005
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Gold Point Exploration Ltd. $15,000 $8,500 Xxxx XxXxxx /s/ Xxxx XxXxxx, May 13, 2005
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IMA Exploration Inc. $100,000 $60,000 Xxxxxx Xxxxxx /s/ Xxxxxx Xxxxxx, May 13, 2005
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(The foregoing figures and Nominees are subject to change from time to time.
This Schedule may be executed in counterpart and from time to time)
SCHEDULE "B"
to the Administration Services Agreement dated for reference
the 1st day of January, 2005
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RELATED ENCUMBRANCES OR
ASSET DESCRIPTION AGREED VALUE OBLIGATIONS (IF ANY)
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Computers $30,000 None
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Furniture $30,000 None
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Artwork $6,000 None
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Other $27,117 None
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