MARJAN MINING
Termination Agreement
Termination Agreement dated as of August 18, 2006 (this
"Agreement") among Caucasus Resources Pty Ltd, an Australian Company ("CR");
Global Gold Mining, LLC, a Delaware, USA limited liability company ("GGM"); and
SHA, LLC, an Armenian limited liability company, which is a subsidiary of GGM
("SHA").
RECITALS
SHA is the licensee of the Marjan Mine property in Armenia as
shown in Annexure A to this Termination Agreement ("Marjan").
The parties are parties to a joint venture agreement dated as
of October 28, 2005 (the "JV Agreement"), which was intended to provide for the
development of Marjan. CR and CGM are also parties to a limited liability
company agreement dated December 2, 2005 (the "LLC Agreement"), pursuant to
which Marjan Mining Company, LLC ("MMCO") was organized as a Delaware limited
liability company.
The parties wish to terminate the JV Agreement and the LLC
Agreement and to liquidate MMCO.
AGREEMENT
NOW THEREFORE, the parties hereto hereby agree as follows:
1. The JV Agreement is hereby terminated as of the date hereby and shall be of
no force or effect from such date. Accordingly SHA shall remain as licensee of
Marjan and MMCO shall have no right, title or interest in Marjan.
2. The parties shall promptly and diligently following
execution of this Termination Agreement proceed to dissolve and liquidate MMCO
in accordance with Article 13 of the LLC Agreement. Upon its dissolution, any of
the managers of MMCO or its counsel is hereby authorized to execute and file a
Certificate of Cancellation for MMCO in Delaware and its Cancellation of
Registration in Connecticut. Upon its liquidation, the LLC Agreement shall
automatically terminate; provided that the parties thereafter shall diligently
take all further action, if any, necessary to carry out the intention of the
present agreement.
3. GGM and SHA release CR from all of its future obligations
under the JV Agreement and from and against all third party actions, claims,
suits, demands, damages, costs, interests and expenses whatsoever which, but for
the execution of this Termination Agreement, may now or at any time in the
future may be made against CR arising from the JV Agreement or the early
termination of the JV Agreement.
4. Any party may plead this Termination Agreement in bar
against any third party action, suit or other proceeding for any claim for a
breach of the JV Agreement which occurs following the date of this Termination
Agreement.
5. The provisions of Article 16, "Miscellaneous," of the LLC
Agreement, including the governing law and arbitration provisions, are
incorporated herein by reference and made applicable to this Agreement and the
parties hereto. The addresses for notices between the parties shall be those
respectively provided to each other most recently in writing or electronically.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.
CAUCASUS RESOURCES PTY LTD GLOBAL GOLD MINING, LLC
By: ___________________________ By: ___________________________
Xxxxxxx Xxxx Xxx Xxxxxxxxx
Managing Director Manager
SHA, LLC
By: ___________________________
Xxxxx Xxxxxxxxxx, Director
