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EXHIBIT 10.19
THIS ASSIGNMENT AGREEMENT made as of the 17th day of January, 1997.
BETWEEN:
MAGKO, an international joint stock geological company having an
office at Xxxxxx Xxxxxxxx-Xxxxxxx 00, Xxxxxx, Xxxxxx
(hereinafter called "Magko")
OF THE FIRST PART
AND:
MINCO MINING & METALS CORPORATION, a company duly incorporated
pursuant to the laws of British Columbia, and having an office at
Suite 1870, 000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx,
Xxxxxx
(hereinafter called "Minco")
OF THE SECOND PART
WHEREAS:
A. Pursuant to a General Agreement dated August 27, 1995 made between
Magko and the Ministry of Geology and Mineral Resources of the Kyrgyz Republic
(the "Ministry"), and a Certificate for Mineral Wealth Usage Rights granted by
the Ministry to the Assignor copies of which (both the Russian versions and the
English translations) are attached hereto as Schedules "A" and "B" respectively
(the "General Agreement" and "Certificate" respectively), Magko acquired the
exclusive right to conduct certain exploration work on a mineral exploration
property in southwest Khirghizistan (the "Property");
B. Magko wishes to assign an 80% undivided interest in and to the
Property and the General Agreement and the Certificate to Minco and Minco has
agreed to such assignment;
C. Magko and Minco wishes to form a joint venture in respect to the
exploration and development of the Property, which joint venture may include
the Khirghizistan government as a joint venture partner (the "Proposed Joint
Venture");
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of
Minco paying to Magko the sum of One Dollar ($1.00) and other good and valuable
consideration, the receipt and sufficiency whereof is hereby acknowledged by
Magko, the parties hereto covenant and agree each with the other as follows:
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1. Magko hereby grants, assigns, transfers and sets over onto Minco, its
successors and assigns, an 80% undivided interest in and to the Property and
the General Agreement, the Certificate and all right, benefit, title and
interest of Magko in and to the Property and the General Agreement, the
Certificate and any other interests that Magko may have or hereinafter acquire
in the Property including, without limitation, the right to take legal action to
enforce the terms of the General Agreement and the Certificate in the name of
Magko, if required.
2. Magko hereby covenants with Minco as follows:
a. there are no existing defaults on the part of Magko under the General
Agreement or the Certificate;
b. Magko has performed all obligations and requirements to be performed
by it pursuant to the terms of the General Agreement or the
Certificate;
c. Magko is the lawful owner of all right, title and interest in and to
the General Agreement and the Certificate, and has the right to assign
the General Agreement and the Certificate and its title and interest
therein to Minco;
d. the General Agreement and the Certificate are valid and binding
agreements and are fully enforceable in accordance with their terms;
e. Magko has not done nor permitted any act, matter or thing whereby the
General Agreement or the Certificate have been assigned, in whole or
in part, or encumbered; and
f. there are no disputes of which Magko is aware between Magko and the
Ministry relating to the General Agreement or the Certificate.
3. Magko hereby covenants with Minco that Magko will, at the request of
Minco, perform and execute every act, matter or thing, instrument,
document, writing, agreement or covenant necessary, desirable or
useful in connection with the full performance of this Agreement.
4. Minco covenants with Magko that it will observe and perform all
obligations, covenants and requirements to be performed by Magko
pursuant to the General Agreement and the Certificate when required to
be performed.
5. The parties agree that the only parties to the Proposed Joint Venture
shall be Minco, Magko and, possibly, the Ministry, unless otherwise
agreed to by the parties in writing.
6. The parties acknowledge and agree that Xxxx Xxxxx ("Xxxxx") has been
instrumental in introducing the Property and Magko to Minco and that,
pursuant a finder's fee
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agreement made between Minco and Xxxx Xxxxx, a finders fee may be payable by
Minco to Keren.
7. The parties agree that Minco shall, for the duration of the Proposed Joint
Venture, have a right of first refusal in respect to any proposed sale or
other disposition by Magko of the remaining interests held by Magko in the
Proposed Joint Venture subsequent to the completion of this Agreement.
8. The parties agree that this Agreement will be translated into the Russian
language and that the English language and the Russian language versions shall
be of equal authority.
9. This Agreement shall enure to the benefit of and be binding upon the
successors and assigns of the parties hereto, and shall be governed by and
construed in accordance with the laws of the Province of British Columbia,
Canada.
IN WITNESS WHEREOF THIS AGREEMENT has been executed by the parties hereto on the
day and year first above written.
THE CORPORATE SEAL of MAGKO was )
hereunto affixed in the presence of: )
)
) [CORPORATE SEAL]
[SIG] )
--------------------------------------- )
Authorized Signatory )
)
) c/s
[SIG] )
--------------------------------------- )
Authorized Signatory
THE CORPORATE SEAL of MINCO was )
hereunto affixed in the presence of: )
)
)
[SIG] )
--------------------------------------- )
Authorized Signatory )
)
) c/s
[SIG] )
--------------------------------------- )
Authorized Signatory
