Exhibit 10(ee)
March 11, 1998
Omega Investment Corporation
Elizathethan Square, Box 1959G
Georgetown, Grand Cayman, BWI
Attention: Xx. Xxxxxxxx X. XxXxxx, President
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Dear Sirs/Madams:
Re: International Precious Metals Corporation purchase of Black
Rock Property Interest
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Below please find the terms and conditions upon which International
Precious Metals Corporation ("IPM") will acquire 100% ownership interest in
the Black Rock Property, pursuant to an agreement made as of the 9th day of
May, 1997, between IPM, International Precious Metals Corporation of Arizona
("IPMA") and Omega Investment Corporation ("Omega"), as amended on July 29,
1997. The terms outlined below will be incorporated into an amended property
purchase agreement.
1. IPM will pay to Omega $1,000,000.00 (US) upon the exercise of the
1,000,000 warrants which are presently outstanding providing the
warrant holders with the right to purchase 1,000,000 common shares of
IPM at any time prior to December 3, 1998, at $1.25 (US) per common
share. If IPM does not pay Omega the $1,000,000.00 on or prior to
December 15, 1998, then such amount will become a debt obligation for
IPM bearing interest at the prime rate charged by IPM's bankers in
Phoenix, Arizona, plus 2%.
2. IPM will release from escrow the 3,000,000 common shares issued to
Omega on May 30, 1997. If desired, IPM would arrange for the placement
of the 3,691,500 common shares (being the 3,000,000 common shares to be
issued and the 691,500 common shares already issued to Omega) or such
portion thereof as Omega wished to place so as to allow Omega to obtain
proceeds at current market prices at the time of sale. Alternatively,
at Xxxxx's request, IPM agrees to endeavour to obtain a registration for
such shares so as to allow Omega to sell the shares on the open market,
subject to Omega agreeing to a limited release of same to take into
consideration trading volumes etc. Omega acknowledges that there are
presently restrictions on the transfer of the 3,691,500 common shares
issued to Omega in accordance with the securities laws of the United
States, which such restrictions prevent Omega from selling such shares
in the United States until after the second anniversary of their
issuance.
3. IPM will grant to Omega a 1 1/2% Net Smelter Royalty interest in the
Black Rock property.
4. IPM agrees that it will diligently pursue the development of the Black
Rock property, provided that there exists the economic merits of
pursuing same. In the event that Omega has reasonable grounds to
believe that IPM (or any successor company who may own IPM's interest
in the Black Rock property) is not diligently pursuing the development
of the Black Rock property, despite the fact that there is economic
merit to pursuing same, then Omega shall have the right to seek a
determination of this fact before an arbitrator. The arbitrator shall
determine firstly whether there is economic merit to developing the
Black Rock property, and in the event of an affirmative answer, the
secondly determine whether IPM is diligently pursuing the development
of the Black Rock property, then IPM will be deemed to have abandoned
the Black Rock property, and ownership of same will revert back to
Omega.
5. IPM agrees to provide evidence to Omega on or prior to August 1 of each
year that IPM has paid, or will be paying, the maintenance fees owing
to the State of Arizona in order to maintain the claims which comprise
the Black Rock property in good standing.
If the foregoing is in accordance with your understanding and is acceptable to
you, please indicate by signing the enclosed copy of this letter and returning
one copy to us.
Yours very truly,
INTERNATIONAL PRECIOUS METALS CORPORATION
Xxxxx X. Xxxxxxxxxx
Corporate Secretary (Toronto)
DNK/sr
The foregoing is confirmed and accepted this day of March, 1998
OMEGA INVESTMENT CORPORATION
Per: /s/ Xxxxxxxx X. XxXxxx
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Name:
Title: President
