EL CAPITAN PROJECT REPRESENTATION AGREEMENT
EXHIBIT
10.17
EL
CAPITAN PROJECT REPRESENTATION AGREEMENT
This
Agreement is made and entered into this 27th
day of
September, 2005 between El Capitan Precious Metals, Inc., with its principal
office located at 00000 X. 00xx
Xxxxxx,
Xxxxx 000, Xxxxxxxxxx, XX 00000, a mineral exploration company (hereinafter
called “ECPN”), and Xxxxxxx X. Xxxxxxx (dba Xxxxxxx Associates), a Sole
Proprietor with its principal office located at 000 Xxxxxxxxx Xxxxx, Xxxxxxx
Xxxxx, XX 00000 (hereinafter called “Xxxxxxx”). This agreement supersedes all
previous agreements between ECPN and Xxxxxxx.
WHEREAS,
ECPN has ownership and control over the El Capitan Project located in New
Mexico, and desires to enter into a transaction to sell some, or all of the
project to a third party.
WHEREAS,
ECPN intends to utilize Xxxxxxx as the primary representative of ECPN in the
sale of the El Capitan Project to all viable third party mineral
companies.
WHEREAS,
Xxxxxxx is familiar with the precious metals industry and has experience in
mineral project transactions.
NOW,
THEREFORE, the parties hereby agree that ECPN appoints Xxxxxxx as the primary
representative under the terms and conditions herein to solicit transaction
proposals for ECPN’s consideration:
DEFINITIONS
Consulting
Time Charge - Consulting
time will be invoiced at $125 per hour in 15-minute increments. All consulting
time charges above $5000.00 will be approved via email communications by the
President of ECPN prior to incurring the expenses.
El
Capitan Project - The
assets and rights held or controlled by ECPN related to the El Capitan
polymetallic mineral deposit located at the western end of Capitan Mountain,
near Capitan, New Mexico.
Other
Companies - Any
other
entity that may become aware of the availability of the El Capitan project
and
may choose to provide a transaction proposal. An entity becomes an Other Company
for purposes of this Agreement if any communication regarding the El Capitan
Project occurs between ECPN or its representatives and that entity after the
execution date on this Agreement and before a date six months after the
termination date of this Agreement (see TERMINATION on page 3). EPCN agrees
to
notify Xxxxxxx in writing whenever communications with an entity qualify it
as
an Other Company.
Prospect
Company - Entities
that are placed on a target list for marketing of the El Capitan project. The
list may be modified by mutual written consent of the parties to this Agreement.
Xxxxxxx may incur T&E Expenses, Consulting Time Charges, and travel Time
Charges related to the marketing efforts towards these companies. The initial
list of Prospect Companies is:
El
Capitan Project Marketing Agreement - Page 1
EXHIBIT
10.17
| · |
Xxxxxxx
Gold Corporation - Toronto, Ontario and Salt Lake City,
UT
|
| · |
Newmont
Mining Corporation - Denver, Colorado
|
| · |
Agnico-Eagle
Mines Limited - Toronto, Ontario
|
| · |
Xxxxxxx
Xxxx Xxxxxxxxxxx - Xxxxxxx, Xxxxxxx
|
| · |
Placer
Dome Company - Vancouver, British
Columbia
|
| · |
Goldcorp,
Inc. - Vancouver, British Columbia
|
| · |
Glamis
Gold Ltd. - Reno, NV
|
| · |
Meridian
Gold, Inc. - Reno, NV
|
| · |
Stillwater
Mining Company - Billings, MT
|
Success
Payment - The
payment due to Xxxxxxx upon completion of a transaction involving either the
El
Capitan Project or ECPN with any counter-party. The Success Payment shall be
calculated as $250,000 less the sum of Consulting Time Charges paid to Xxxxxxx
under the terms of this Agreement. The Success Payment shall be deemed earned
upon the closing of a transaction involving either the El Capitan Project or
ECPN with any counter-party. The payment for success shall be made in accordance
with the percentage and frequency made to ECPN for their transaction payment
up
to a maximum of twelve (12) months, at which time the unpaid portion of the
Success Payment shall be due to Xxxxxxx.
Travel
& Entertainment Expenses - Reasonable
costs incurred by Xxxxxxx associated with travel on behalf of ECPN shall be
reimbursed in full by ECPN... All travel will be approved via email
communications by the President of ECPN prior to incurring the
expenses.
Travel
Time Charge - Door-to-door
travel time will be invoiced at $125 per hour in 15-minute increments. For
example, on a trip from Cleveland to Vancouver, Travel Time will be incurred
beginning when Xxxxxxx leaves the offices of Xxxxxxx Associates and ends when
he
arrives at the destination hotel or office. When working outside of the
Cleveland area for ECPN’s account, a minimum of 8 hours of Travel Time (actual
or standby) and/or Consulting Time will be invoiced per 24-hour
period.
TERMS
AND CONDITIONS
| 1. |
GENERAL
AUTHORITY. During the term of and subject to the provisions and conditions
of this Agreement, ECPN authorizes Xxxxxxx, on an exclusive basis,
to
solicit proposals for ECPN’s El Capitan
Project.
|
| 2. |
INVOICING.
Xxxxxxx shall generally invoice ECPN twice a month for Consulting Time
Charges, Travel Time Charges, and Travel & Entertainment Expenses.
Xxxxxxx will obtain approval written approval from the President of
ECPN
via email prior to incurring total charges in excess of $10,000 for
a
billing period. ECPN shall pay the invoice on a NET 15-Day basis from
the
date of the invoice.
|
| 3. |
TRANSACTION
RELATED PAYMENTS. Any Success Payment shall be due upon the closing
of
such transaction.
|
| 4. |
NO
IMPLIED WAIVERS. In the event of breach or misunderstanding of any
provision of this Agreement, the remaining provisions shall not be
affected.
|
El
Capitan
Project Marketing Agreement - Page 2
EXHIBIT
10.17
| 5. |
INTERPRETATION
OF AGREEMENT. This Agreement shall be interpreted in accordance with,
and
in performance governed, as applicable by the laws of the State of
Nevada
and includes the entire agreement between the parties on the subject
matter. If any of its provisions shall contravene or be invalid under
the
laws of any state, country, or jurisdiction where used, then it is
agreed
that such contravention or invalidity shall not invalidate the whole
Agreement, but it shall be construed as if not containing the particular
provision or provisions which is invalid in the said particular state,
country, or jurisdiction, and the rights and obligations of the parties
shall be construed and enforced
accordingly.
|
| 6. |
NO
ASSIGNMENT. This Agreement may be assigned by ECPN in whole or in part,
either directly or indirectly, by operation of law or otherwise, only
with
the written consent of Xxxxxxx being first
obtained.
|
| 7. |
| 8. |
TERMINATION.
Either party may forthwith terminate this Agreement by delivering at
least
thirty (30) days prior written notice of intention to terminate to
the
other party.
|
If
a
purchase agreement, letter of intent, or other binding or non-binding formal
communication occurs between ECPN and a Prospect Company, or an Other Company,
regarding an eventual transaction resulting in a material change of control
of
either the El Capitan project or ECPN within 24 months of the termination date
of this Agreement, that transaction will trigger the terms of the Success
Payment upon closing, regardless of when that closing ultimately
occurs.
Signatures
| El Capitan Precious Metals, Inc. | ||
| By /s/ Xxxxxxx X. Xxxxxxx | Date: 9/27/05 | |
|
Xxxxxxx X. Xxxxxxx
|
||
| Title President and Chief Executive Officer | ||
| Xxxxxxx Associates | ||
| By /s/ X.X. Xxxxxxx | Date: September 27, 2005 | |
| Xxxxxxx X. Xxxxxxx | ||
|
Title Principal
|
El
Capitan
Project Marketing Agreement - Page 3
