SETTLEMENT AGREEMENT
This Settlement Agreement entered into as of this 13th day of October,
1999 (the "Agreement"), by and among, Global Gold Corporation, a Delaware
corporation, having an address at 000 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx Xxxx,
Xxx Xxxx 00000-0000 ("Global"), Xxxxx X. Xxxxxxxxx, an individual residing at
000 Xxxxxx Xxxx, Xxxxxxxxx, Xxx Xxxx 00000 ("Xxxxxxxxx"), Xxxxxx X. Xxxxxxxx, an
individual residing at 00 Xxxxx Xxxxxxx Xxxx, Xxxxxx, Xxxxxxxxxxx 00000
("Xxxxxxxx"), Eyre Resources, N.L., an Australian corporation, with offices at
Xxxx 0, 00 Xxxxxxx Xxxxxx, Xxxx Xxxxx 0000, Xxxxxxx Xxxxxxxxx ("Eyre"), Xxxxx
Xxxxx, an individual residing at 000 Xxxxxx Xxxx, Xxxxxxxx 0000, Xxxxxxx
Xxxxxxxxx ("Parry"), and Xxxxxxx Xxxxxxxx and Xxxxxxx Xxxxx, Trustees of the
Xxxxx-Xxxxxxxx Trust, having an address at Xxxx 0, 00 Xxxxxxx Xxxxxx, Xxxx Xxxxx
0000, Xxxxxxx Xxxxxxxxx (the "Trust").
WHEREAS, Global commenced an action against Parry, Eyre and the Trust,
entitled GLOBAL GOLD CORPORATION V. XXXXX XXXXX, EYRE RESOURCES, N.L. AND THE
XXXXX-XXXXXXXX TRUST, bearing Civil Action No. 98 Civ.0009 (JSM), (the
"Action"), in the United States District Court for the Southern District of New
York (the "Court"); and
WHEREAS, Parry, Eyre and the Trust asserted counterclaims against Global in
the Action; and
WHEREAS, Eyre and the Trust commenced a third-party action against
Xxxxxxxxx and XXXXXXXX, ENTITLED EYRE RESOURCES, N.L. AND THE XXXXX-XXXXXXXX
TRUST X. XXXXX X. XXXXXXXXX AND XXXXXX XXXXXXXX, bearing Civil Action No. 98
Civ.0009 (JSM), (the "Third-Party Action"), in the Court; and
WHEREAS, the parties, upon the advice of their respective counsel, now
wish to settle and resolve all claims, counterclaims, controversies and disputes
among them that were, could have been or could otherwise hereafter have been,
raised in either the Action or the Third-Party Action on the terms set forth in
this Agreement;
NOW THEREFORE, it is agreed as follows:
1. Global will deliver to Xxxxxx X. Xxxxxx, Esq., counsel to Eyre,
Parry and the Trust, a certificate for 600,000 shares of common stock of First
Dynasty Mines Ltd. registered in the name of Eyre Resources, N.L., and a
certificate for 400,000 shares of common stock of First Dynasty Mines Ltd.
registered in the name of Xxxxxxx Xxxxx and Xxxxxxx Xxxxxxxx as Trustees of the
Trust, free and clear of any pledges, liens and encumbrances thereon, as soon as
practicable after the execution and delivery of this Agreement by all parties
hereto, but in no event later than October 26, 1999.
2. Eyre, the Trust and Parry represent that they never received the
originals of the certificates evidencing their ownership of 1,000,000 shares of
common stock of Global (the "Shares") and warrants to purchase 400,000 shares of
common stock of Global (the "Warrants"). Eyre, the Trust and Parry agree to
deliver a letter from Xxxxxx Xxxxxxxxxx in the form attached hereto as Exhibit
A, as soon as practicable after the execution and delivery of this Agreement by
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all parties hereto, but in no event later than October 19, 1999. Eyre, the Trust
and Parry agree that, by virtue of the execution and the delivery of this
Agreement, (i) Eyre, the Trust and Parry relinquish forever all right, title and
interest in and to the Shares and the Warrants, and any and all rights relating
thereto; (ii) this Agreement vests Global with all of Eyre's, the Trust's and
Parry's right, title and interest in and to the Shares and the Warrants; (iii)
the Shares and the Warrants are hereby canceled of record and are of no further
force and effect; (iv) Global's transfer agent may cancel the Shares and the
Warrants of record and issue any certificate of cancellation relating thereto;
(v) they will deliver the Shares and Warrants to Global if they obtain
possession of the original certificates therefor in the future; and (vi) they
will execute such other documents and take such further action as may be
necessary to vest Global with all right, title and interest in and to the Shares
and the Warrants.
3. Upon each counsel's sending of the written acknowledgments described
in Sections 4 and 5 hereof to the other counsel, each of Global, Xxxxxxxxx and
Xxxxxxxx, on the one hand, and Parry, Eyre and the trustees of the Trust, on the
other hand, hereby release one another, as well as their respective directors,
officers, shareholders, employees, agents, counsel, representatives, heirs,
successors and assigns, from any and all claims, contracts, agreement, causes of
action, demands, debts, bonds, reckonings and any other matter, cause or thing
arising at any time up to and including the date of this Agreement; provided,
however, that such releases shall not extend to any obligation expressly assumed
by any of the parties pursuant to the terms of this Agreement, including,
without limitation, under Section 7 hereof.
4. Upon the execution and delivery of four copies of this Agreement,
duly signed by the parties, to their respective counsel, such counsel to the
parties shall execute and deliver to one another duplicate originals of a
Stipulation of Dismissal dismissing the Action and the Third-Party Action in the
form attached hereto as Exhibit B. Each counsel shall hold one such duplicate
original of the Stipulation of Dismissal in escrow pending the respective
delivery of the stock certificates as provided for in Section 1 hereof and
Exhibit A as provided in Section 2. Upon counsels' written confirmation to one
another of the delivery of the certificates as provided in Section 1 and Exhibit
A as provided in Section 2, any party may file the Stipulation of Dismissal with
the Court without further notice.
5. Upon the execution and delivery of four copies of this Agreement
duly signed by the parties to their respective counsel, such counsel shall hold
all such executed copies of this Agreement in escrow pending the delivery of the
stock certificates as provided in Section 1 of this Agreement and Exhibit A as
provided in Section 2; and upon the receipt of the stock certificates described
in Section 1 and Exhibit A as provided in Section 2 hereof, the parties' counsel
will send written acknowledgment of the same to one another, whereupon this
Agreement shall be released from escrow and delivered to the parties.
6. (a) Each of the signatories to this Agreement represents and
warrants to the other that he or it is duly authorized and fully empowered to
execute this Agreement on his or its own behalf and/or behalf of the entity for
whom he is acting as signatory.
(b) Global represents and warrants that it has 4,348,114 shares of
its common
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stock issued and outstanding on the date hereof, that it owns 4,000,000 shares
of common stock of First Dynasty Mines Ltd. and that it has no further rights to
any additional shares of stock of any class or kind of First Dynasty Mines Ltd.
under Global's Definitive Agreement with it.
(c) Each of Eyre, the Trust and Parry represents and warrants
that each has not transferred, sold, assigned, pledged, made a gift of,
hypothecated or otherwise disposed of the shares of common stock and the
warrants to purchase common stock of Global owned by any of them at any time
(other than the Warrants to Xxxxxxxxxx) and that such shares and warrants are
free and clear of any liens or encumbrances or any other rights thereto.
7. Each of Eyre, the Trust and Parry, jointly and severally,
unconditionally agrees to indemnify and hold Global, Xxxxxxxxx and Xxxxxxxx
harmless from and against any claim, damage, loss or expense of any of them by
reason of any claim of any person not a party to this Agreement arising out of
the transfer, sale, assignment, pledge, gift, hypothecation or any other form of
the disposition of the shares of stock of Global, and of any warrants to
purchase shares of stock of Global, owned by Eyre, the Trust and Parry,
including, without limitation, any claim by Xxxxxx Xxxxxxxxxx arising therefrom
or relating thereto.
8. This Agreement and the rights of the parties hereunder shall be
governed by and construed in accordance with the laws of the State of New York,
without regard to its conflicts of law principles. All parties hereto (i) agree
that any legal suit, action or proceeding arising out of or relating to this
Agreement shall be instituted only in a state court or federal court in the City
of New York, State of New York in the United States of America, (ii) waive any
objection which they may now or hereafter have to the laying of the venue of any
such suit, action or proceeding, and (iii) irrevocably submit to the exclusive
jurisdiction of the United States Southern District Court for the District of
New York, or any court of the State of New York in any such suit, action or
proceeding, but such consent shall not constitute a general appearance or be
available to any other person who is not a party to this Agreement. All parties
hereto agree that the mailing of any process in any suit, action or proceeding
in accordance with the notice provisions of this Agreement shall constitute
personal service thereof.
9. This Agreement and all the terms and provisions hereof shall be
binding upon and shall inure to the benefit of the parties and their respective
heirs, representatives, successors and assigns.
10. (a) This Agreement constitutes the sole and entire agreement by and
among the parties with respect to the subject matter hereof; supersedes any and
all prior agreements with respect thereto; and may not be changed, modified or
amended, except pursuant to a writing signed by each of the parties hereto or
their duly authorized representatives. The foregoing provision shall be strictly
construed and enforced, and shall not be subject to any claim or defense based
on waiver or estoppel or any other doctrine, legal or equitable, that might
otherwise apply so as to negate the effect thereof.
(b) In the event of a failure in the performance of any of the
terms and conditions in Sections 1 and 2 above, the aggrieved party may seek a
decree of specific performance of this Agreement or, not later than November 3,
1999, deem this Agreement to be null and void by causing a letter to such effect
to be sent to the non-performing party with a copy to his or its counsel.
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11. This Agreement may be executed in several counterparts, each of
which shall be deemed an original but all of which shall constitute one and the
same instrument. In addition, this Agreement may contain more than one
counterpart of the signature page and this Agreement may be executed by the
affixing of such signature pages executed by the parties to one copy of the
Agreement; all of such counterpart signature pages shall be read as though one,
and they shall have the same force and effect as though all of the signers had
signed a single signature page.
IN WITNESS WHEREOF, the undersigned have signed and delivered this
Agreement as of the date first above written.
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Xxxxx X. Xxxxxxxxx Xxxxx Xxxxx
----------------------------
Xxxxxx Xxxxxxxx THE XXXXX-XXXXXXXX TRUST
GLOBAL GOLD CORPORATION By:_____________________________
Xxxxxxx Xxxxx, Trustee
By:______________________________ By:_____________________________
Xxxxxx Xxxxxxxx, President Xxxxxxx Xxxxxxxx, Trustee
EYRE RESOURCES, N.L.
By:_____________________________
, Director
ESCROW AGREED TO:
----------------------------
Xxxxxxx X. Field, Esq.
---------------------------
Xxxxxx X. Xxxxxx, Esq.
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STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 13th day of October, 1999, before me personally came XXXXX X.
XXXXXXXXX, to me known, who, being duly sworn, did depose and say that he
resides at 000 Xxxxxx Xxxx, Xxxxxxxxx, Xxx Xxxx 00000, and is to me known to be
the person described in and who executed the foregoing instrument, and
acknowledged to me that he executed the same.
----------------------------------
Notary Public
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 13th day of October, 1999, before me personally came XXXXXX
XXXXXXXX, to me known, who, being duly sworn, did depose and say that he resides
at 00 Xxxxx Xxxxxxx Xxxx, Xxxxxx, Xxxxxxxxxxx 00000, and is to me known to be
the person described in and who executed the foregoing instrument, and
acknowledged to me that he executed the same.
----------------------------------
Notary Public
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 13th day of October, 1999, before me personally came XXXXX
XXXXX, to me known, who, being duly sworn, did depose and say that he resides at
000 Xxxxxx Xxxx, Xxxxxxxx 0000, Xxxxxxx Xxxxxxxxx, and is to me known to be the
person described in and who executed the foregoing instrument, and acknowledged
to me that he executed the same.
----------------------------------
Notary Public
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STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On this 13th day of October, 1999, before me personally came XXXXXX
XXXXXXXX, to me known, who being duly sworn, did depose and say that such person
resides at 00 Xxxxx Xxxxxxx Xxxx, Xxxxxx, Xxxxxxxxxxx 00000, is the President of
GLOBAL GOLD CORPORATION, a Delaware corporation which is described in and which
executed the foregoing instrument, and being duly authorized signed such
person's name thereto on behalf of such corporation, and acknowledged it as the
act of such corporation.
-----------------------------
Notary Public
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On this day of October, 1999, before me personally came
________________________, to me known, who being duly sworn, did depose and say
that such person resides at ________________________________, Australia, is the
Director of EYRE RESOURCES, N.L., an Australian corporation which is described
in and which executed the foregoing instrument, and being duly authorized signed
such person's name thereto on behalf of such corporation, and acknowledged it as
the act of such corporation.
-----------------------------
Notary Public
)
) ss.:
)
On this day of October, 1999, before me personally came XXXXXXX XXXXX,
to me known, who being duly sworn, did depose and say that such person resides
at 000 Xxxxxx Xxxx, Xxxxxxxx 0000, Xxxxxxx Xxxxxxxxx, is the Trustee of THE
XXXXX-XXXXXXXX TRUST, which is described in and which executed the foregoing
instrument, and being duly authorized signed such person's name thereto on
behalf of such trust, and acknowledged it as the act of such trust.
-----------------------------
Notary Public
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)
) ss.:
)
On this day of October, 1999, before me personally came XXXXXXX
XXXXXXXX, to me known, who being duly sworn, did depose and say that such person
resides at 00 Xxxxxxxx Xxxxx, Xxxxxxx, 0000 Xxxxxxxx, Xxxxxxxxx, is the Trustee
of THE XXXXX-XXXXXXXX TRUST, which is described in and which executed the
foregoing instrument, and being duly authorized signed such person's name
thereto on behalf of such trust, and acknowledged it as the act of such trust.
-----------------------------
Notary Public
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