Wits Basin Precious Minerals Inc.
EXHIBIT
10.75
900
IDS Center
00
Xxxxx 0xx Xxxxxx
Minneapolis
MN 55402-8773
December
17, 2009
Pioneer
Holdings, LLC
Attn: X.
Xxxxxx Xxxxxx
0000 Xxxx
Xxxxxx, Xxxxx 0000
Kansas
City, MO 64111
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Re:
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Chile
Loan
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Dear
Xxxxxx:
The
purpose of this letter is to confirm and formalize our agreements with respect
to that certain loan by Pioneer Holdings, LLC (“Pioneer”) to Wits Basin Precious
Minerals Inc. (together with any subsidiary created for the purposes of
operations in Chile, “Wits Basin”) of $30,000 on May 11, 2009 (the
“Loan”).
The Loan
is to be repaid by Wits Basin to Pioneer prior to the payment of any
distributions by Wits Basin relating to proceeds from its operations out of the
property acquired in Chile; provided that, the Loan shall be earlier repaid at
such time Wits Basin raises through debt or equity financing specifically
relating to its prospects in Chile an aggregate of $100,000. In
addition to such repayment, Pioneer shall also be entitled to receive 50% of the
first $540,000 in aggregate distributions of earnings, profits and/or cash
relating to the Chile operations (resulting in a aggregate distribution to
Pioneer of $270,000 in addition to the repayment of the original
Loan). In the event Wits Basin sells its rights in Chile to a third
party, it will be required to repay the Loan out of any proceeds from such
sale.
As
additional consideration for the Loan, Pioneer shall also be entitled to receive
(i) a non-dilutive net smelter right (the “NSR”) equal to two percent (2%) of
Net Smelter Returns relating to the Chile property and (ii) a five-year warrant
to purchase up to 3,000,000 shares of Wits Basin common stock at an exercise
price of $0.01 per share. For purposes of this letter agreement, “Net
Smelter Returns” shall mean (i) all revenue received by or credited to the
Company from purchases of mineral product on the Chile property (as determined
by fair market value of such mineral product assuming arms’ length negotiation)
(ii) less all direct expenses incurred by the Company in the extraction,
transportation, processing and sale of such mineral product from the Chile
property. Notwithstanding the foregoing, Wits Basin shall have the
right to repurchase, at any time, the NSR for a purchase price of
$100,000.
If the
terms referenced above are consistent with your understanding of our agreements,
please acknowledge the terms of this letter below where noted. If
this does not comport with your understanding, please feel free to contact me at
(000) 000-0000. Thank you.
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Sincerely,
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/s/ Xxxxxxx X. Xxxx
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Xxxxxxx
X. Xxxx
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Chief
Executive Officer
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Acknowledged
and Agreed To:
Pioneer
Holdings, LLC
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By
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/s/ X. Xxxxxx Xxxxxx
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X.
Xxxxxx Xxxxxx, Manager
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