XXXXXXX-XXXX GOLD COMPANY, INC.
0000 XXXXXXXXXX XXXXX
XXXXX X'XXXXX, XXXXX 00000
August 28, 1995
Great Basin Management Co., Inc.
0000 Xxxxx Xxxxx, Xxxxx 000
Xxxx, Xxxxxx 00000
Re: Business Combination of Great Basin Management Co.,
Inc. ("GBM") and Xxxxxxx-Xxxx Gold Company, Inc.
("FWG")
Gentlemen:
This letter of intent, when countersigned by you, will
confirm our tentative agreement to combine, in the transaction
described below (the "Transaction"), GBM and FWG. Our agreement
is on the terms, and subject to the conditions, described below.
Except for Items 3A, 4 and 5 below, this letter of intent
represents only our current good-faith intention to negotiate and
enter into a definitive agreement, subject to a more complete
review of your business and to negotiation of such a definitive
agreement in form acceptable to us. It is not, and is not
intended to be, a binding agreement between us (except as to
those specified items), and neither of us shall have any
liability to the other if we fail to execute a definitive
agreement for any reason. Statements below as to what we, or
you, will do, or agree to do, or the like, are so expressed for
convenience only, and are understood in all instances (except for
the items enumerated above) to be subject to our mutual continued
willingness to proceed with any transaction as our negotiations
take place.
1. Fundamental Terms. GBM and FWG shall combine through
the merger of GBM with and into a newly formed wholly-owned
subsidiary of FWG ("Newco"). FWG will form Newco under the laws of
Nevada to consummate the Transaction. At the Closing, as to be
defined in the definitive agreement (the "Agreement"), as
consideration for such Transaction, FWG shall issue shares of its
Common Stock representing, immediately after such issuance, 25% of
the outstanding shares of Common Stock of FWG (the "Consid-
eration").
2. Definitive Agreement. We mutually agree to proceed in good
faith toward negotiation and execution of the Agreement, which
shall provide for the Transaction, and shall contain representa-
tions, conditions, covenants and the like typical in such Transac-
tions. We also agree that if the Agreement has not been executed by
5:00 P.M. pacific time (standard or daylight savings, as then in
effect) on October 31, 1995, this letter of intent shall
automatically be terminated and of no further force or effect,
except for the items enumerated in the first paragraph, which shall
survive any such termination.
3.Conditions. This letter of intent is and, to the extent
applicable, the Agreement will (except as specified below) be
subject to the following conditions:
A. A complete review by each of us of the books,
records, business and affairs of the other. Each of us agrees to
provide to the other and its agents complete access to all of our
respective books, records and personnel for purposes of conducting
our investigation. We agree that all information so provided by
either of us to the other and identified as "confidential" will be
treated by the recipient as such, that the recipient will not make
any use of such information unless the same shall become available
to it through non-confidential means or shall otherwise come into
the public domain, and that if this letter of intent shall be
terminated without an Agreement having been executed, each of us
will return to the other all such confidential documents (and all
copies thereof) in our possession, or will certify to the other
that all of such confidential documents not returned have been
destroyed.
B. Negotiation and execution of the Agreement with
terms, provisions and conditions mutually acceptable to each of
us.
C. Approval of the Transaction by the Boards of
Directors of GBM and FWG.
D. Approval of the Transaction by shareholders of GBM.
E. Approval of the Transaction by banks, lessors or
similar creditors of GBM or FWG whose consent is required.
F. Approval of the Transaction by regulatory
authorities, if any, having jurisdiction over the Transaction.
G. Appropriate confirmations as to compliance with
representations, warranties and covenants, and opinions of
counsel, at the Closing of the Transaction as is customary in
similar agreements.
4. Expenses. Each party to this letter of intent shall bear
its own expenses, except as specifically provided to the contrary
above.
5. Press Releases and Disclosure. Each party agrees that it
will not issue any press release or other disclosure of this
letter of intent or of the Transaction without the prior approval
of the other, which shall not be unreasonably withheld, unless,
in the good faith opinion of counsel, such disclosure is required
by law and time does not permit the obtaining of such consent, or
such consent is withheld.
6.Termination. This letter of intent may be terminated (i)
by either party if the Agreement has not been executed by October
31, 1995 or (ii) by mutual consent of GBM and FWG. In the event
of such termination, all provisions hereof shall terminate except
Items 3A, 4 and 5, which shall survive termination of this letter
of intent, and except that if a party is in breach of its obliga-
tions hereunder, such termination shall not relieve such party of
liability for such breach.
Very truly yours,
XXXXXXX-XXXX GOLD COMPANY, INC.
By /s/ Xxxxxx Xxxxxxx
President
Confirmed and Agreed:
GREAT BASIN MANAGEMENT CO., INC.
By /s/ Dr. Xxxxxxx Xxxxxx Date: August 28, 1995
President
