Exhbit 10.21
SHAREHOLDERS' AGREEMENT
THIS SHAREHOLDERS' AGREEMENT (this Agreement) is made as of June
22, 1995, among the undersigned shareholders, Xxxx X. Xxxxx
(Xxxxx) and Gold Capital Corporation, a Colorado corporation (the
Corporation). The shareholders are more particularly described
in Schedule A attached hereto and are hereinafter each sometimes
referred to individually as a Shareholder, and collectively as
Shareholders.
A. The authorized capital of the Corporation is 5,000,000 shares
of preferred stock, par value $0.01 per share, of which 300,000
Series A convertible Preferred shares are issued and outstanding,
and 25,000,000 shares of common stock, $0.0001 par value per
share, of which there are 2,619,698 shares issued and
outstanding;
B. The Shareholders are the registered and beneficial owners of
the number of shares of common stock set opposite their
respective names as more particularly set forth on Schedule A;
C. The parties are entering into this Agreement in connection
with the purchase by Royalstar Resources Ltd. (Royalstar) of
2,200,000 shares of Common Stock (the Investment) pursuant to a
Private Placement Subscription Agreement dated June 22, 1995. At
the request of U.S. Gold Corporation (U.S. Gold) and in
consideration of Young agreeing to act as a director and chief
executive officer of the Corporation, the Corporation and the
shareholders other than Royalstar (the Other Shareholders) wish
to provide the President of Royalstar, Young, with certain rights
and privileges in addition to those otherwise attaching to the
shares of Common Stock.
NOW, THEREFORE, in consideration of the above facts and their
mutual promises herein, the parties hereto agree as follows:
1. Definitions.
1.1 Unless otherwise specified, the term Stock shall include (i)
all of the issued shares of capital stock of the Corporation
including, without limitation, shares that may be issued by
reason of stock splits, reverse stock splits, stock dividends or
other recapitalization of the Corporation, (ii) all rights,
options or warrants to purchase capital stock of the Corporation,
and (iii) all securities convertible into or exchangeable for any
of the securities described in clause (i) or clause (ii), now
owned or hereafter acquired by any person or entity.
1.2 The term Transfer or derivatives thereof shall mean any
voluntary or involuntary disposition of any interest in Stock
including, without limitation, sale, exchange, transfer,
assignment, hypothecation, pledge or gift or by operation of law,
resulting from death or otherwise. Such term shall also include
the establishment of ownership in joint tenancies of any description.
The term Transfer shall not include the transfer of stock for no
consideration to a trust established solely for the benefit of
the transferring shareholder or the spouse or any direct lineal
descendant of the transferor, or to a corporation owned eighty
percent (80%) or more by the transferor or his or her spouse or
lineal descendants; provided that such trust or corporation
agrees in writing to be bound by the terms of this Agreement and
to sell its Stock at the same times and on the same terms and
conditions as if the transferring Shareholder continued to own
such Stock.
1.3 The terms Shareholder and Shareholders shall include the
undersigned shareholders and any person who has acquired Stock in
the Corporation and has agreed in writing to be bound by the
terms of this Agreement.
2. Terms of Agreement.
2.1 This Agreement shall be effective as of the date hereof and
shall remain in force until June 21, 2000 or shall sooner
terminate upon (a) the written agreement of all of the
Shareholders (b) a sale or Transfer by a Shareholder of Stock
subject to this Agreement pursuant to the Right of First Refusal
Agreement provided that this Agreement shall remain in full force
and effect and bind such Shareholders with respect to any
remaining Stock held by such Shareholder or (c) Young is no
longer either the Chief Executive Officer of Royalstar or the
Chairman, chief executive officer and president of the
Corporation.
2.2 The parties hereto acknowledge their intention to
periodically review the terms of this Agreement to consider the
usefulness and fairness of the Agreement in accomplishing the
intents and purposes of the Corporation and the Shareholders.
Failure to periodically review the terms of this Agreement
pursuant to this Section 2.2 shall not affect the validity or
enforceability of any term or conditions contained herein, nor
shall any damages, judgment, or order of specific performance be
available to any person to compel or compensate for any failure
to periodically review the terms of this Agreement.
3. Grant of Proxies; Voting Agreement.
3.1 Simultaneously with the execution and delivery of this
Agreement, each of the Other Shareholders shall deliver to Young
a duly executed irrevocable proxy (each, a Proxy) in the form
attached hereto as Schedule B, with respect to all of the voting
stock of the Corporation owned or controlled by the Shareholder.
Each of the Other Shareholders hereby acknowledges and agrees
that he or it is giving his or its Proxy at the request of U.S.
Gold and that this Agreement embodies a voting agreement between
him or it an Xxxx Xxxxx within the meaning of C.R.S. 0-000-000.
Except as provided in Section 2.1 hereof, each of the Other
Shareholders further acknowledges and agrees that his or its
Proxy is coupled with an interest and rendered irrevocable in
accordance with C.R.S. 7-107-203(5)(e).
3.2 Each of the Other Shareholders hereby agrees that, in the
event that the Proxy given by such Other Shareholder shall be
determined to be defective or invalid by any governmental
authority having proper jurisdiction, such Other Shareholders
shall, until June 21, 2000 or the earlier termination of this
Agreement, participate in all votes of the shareholders of the
Corporation and shall cast all of such Other Shareholder's votes
as a shareholder as directed by Young. Each of the Other
Shareholders further agrees that, in such event, such Other
Shareholder shall, until the termination of this Agreement,
participate in all votes of the shareholders on, and shall cast
all of such Other Shareholder's votes as a shareholder as
directed by Young on, any of the following actions by the
Corporation:
(a) Amendment or repeal or alteration in any way of any
provision in the articles of incorporation or bylaws of the
Corporation;
(b) Merger, consolidation or exchange of Stock of the
Corporation with another corporation;
(c) Transfer of all or substantially all of the assets of the
Corporation; or
(d) Termination, dissolution or wrapping up of the affairs of
the Corporation.
At the request of Young, any Other Shareholder whose Proxy shall
have been determined to be defective shall promptly execute and
deliver to Young a new, non-defective irrevocable proxy in
substance identical to such Other Shareholder's original Proxy.
4. Remedies.
4.1 The parties agree that they will not have an adequate remedy
at law for the breach of this Agreement. The parties shall have
available for any breach of this Agreement the remedies of
specific performance and injunctive relief, together with all
other remedies at law and in equity. No waiver of or forbearance
to enforce any right or provision hereto shall be binding unless
in writing and signed by the party to be bound, and no such
waiver or forbearance in any instance shall apply to any other
instance or any other right or provision.
5. Modification or Termination.
5.1 This Agreement may not be modified or terminated orally, and no
modification, termination, amendment, or attempted waiver shall shall
be valid unless in writing signed by the party against whom
the agreement its sought to be enforced.
6. Endorsement on Stock Certificates.
6.1 Upon signing this Agreement, the Other Shareholders shall
temporarily surrender their Stock certificates(s) to the
Corporation and the Corporation shall cause the following
endorsement to be placed thereupon before returning such
certificates:
THE RIGHT OF SALE, ASSIGNMENT, TRANSFER, ENCUMBRANCE, PLEDGE, OR
ANY OTHER DISPOSITION OF THE SHARES OF STOCK REPRESENTED BY THIS
CERTIFICATE IS RESTRICTED BY, AND SUBJECT TO, THE TERMS AND
PROVISIONS OF AN AGREEMENT DATED JUNE 22, 1995.
A COPY OF THIS AGREEMENT IS ON FILE WITH THE SECRETARY OF THE
CORPORATION AND AVAILABLE FOR INSPECTION ON REQUEST.
THE VOTING OF THE SHARES REPRESENTED HEREBY IS SUBJECT TO THE
TERMS OF THE SAME AGREEMENT.
THE VOTING POWER OF THE SHARES EVIDENCED HEREBY HAS BEEN
PREVIOUSLY GRANTED TO XXXX X. XXXXX PURSUANT TO A WRITTEN PROXY
EFFECTIVE JUNE 22, 1995, WHICH PROXY IS IRREVOCABLE.
All certificates representing shares of Stock issued to or
acquired by any Other Shareholder subsequent to the date hereof
shall, if the recipient thereof is or shall be bound by the terms
of this Agreement as a Shareholder, bear the above legends, as
appropriate. The legend shall be removed forthwith upon the
valid sale or Transfer of the Stock.
7. Other Covenants
7.1 Each of the Other Shareholders hereby agrees to enter into
and execute the following documents:
1. The Right of First Refusal Agreement, a copy of which is
attached hereto as Schedule C;
2. The Agreement to recommend and support and nomination and
election of directors of Gold Capital Corporation, a copy of
which is attached hereto as Schedule D;
3. The Voting Agreement, a copy of which is attached hereto as
Schedule E; and
4. The Consent and Acknowledgment, a copy of which is attached
hereto as Schedule F.
8. Notices.
8.1 All notices, offers, acceptances, requests, or other communications
hereunder to the Shareholders, Young or the Corporation shall be in
writing and shall be deemed to have been duly given if delivered in
person or mailed certified or registered to the parties at the addresses
designated in the stock records of the Corporation, or to such other
addresses as any party hereto shall designate to the Corporation in writing.
Any such communication to the Corporation shall be delivered or
mailed as described above to it at the address on the signature
page, or to such other address as shall be designated by the
Board of Directors and notice of which is personally delivered or
sent by certified or registered mail to the Shareholders or
Young. Notices and other communications shall be deemed received
and effective upon the earlier of (i) hand delivery to the
recipient, or (ii) five (5) days after being mailed by certified
or registered mail, postage prepaid, return receipt requested.
9. Successors and Assigns.
9.1 The rights of Young under Section 3 hereof are personal to
Young and may not be assigned or transferred by Young to any
other person or entity, whether voluntarily, involuntarily, by
operation of law, by inheritance or will, or otherwise. Subject
to the limitation of the preceding sentence, the terms and
conditions of this Agreement shall inure to the benefit of and
shall be binding upon the heirs, personal representatives,
successors, and assigns of the parties hereto and no signature or
other indication of assent by any such person shall be required
as a prerequisite to enforceability.
10. Implementation of Agreement.
10.1 Each Shareholder agrees at all times to vote such
Shareholder's Stock (or, if applicable, to direct the trustee of
such Shareholder's respective grantor trust to vote its Stock)
and to otherwise exercise any authority or control now or
hereafter enjoyed as an officer, director, or participant in the
Corporation so as to ensure the complete performance and
execution of each and every provision of this Agreement according
to its terms.
11. Costs and Expenses of Enforcement.
11.1 If suit is brought to interpret or enforce any term or
provision of this Agreement, of if any dispute among the parties
is settled by agreement of the parties, the prevailing party or
parties in either case shall, in addition to any other relief to
which such party or parties may be entitled, be awarded against
the other party or parties such prevailing party or parties'
attorneys fees and costs reasonably and actually incurred.
12. Governing Law.
12.1 This Agreement shall be governed for all purposes by the laws
of Colorado. Venue for any action shall lie in the Courts of Colorado.
13. Severability.
13.1 Each term and provision of this Agreement is intended to be
enforced to the maximum extent permitted by applicable law. If
any term or provision of this Agreement, or the applicability
thereof to any person or circumstances, shall to any extent be
invalid or unenforceable, the remainder of this Agreement, or the
application of such term or provision to persons or circumstances
other than those as to which it is held invalid or unenforceable,
shall not be affected thereby and shall continue in full force
and effect.
14. Entire Agreement.
14.1 This Agreement and the schedules attached hereto
constitutes the entire agreement among the parities with respect
to the disposition of shares of Stock of the Corporation and
supersedes all prior or contemporaneous written or oral
agreements with respect thereto.
15. Headings and Gender.
15.1. The headings of the Sections of this Agreement have been
included for convenience of reference purposes only and shall in
no way be interpreted to restrict or modify the terms hereof.
The use of pronouns of any gender herein shall include pronouns
of all other genders, as applicable.
16. Counterparts.
16.1 This Agreement may be executed by original or facsimile
signature in one or more counterparts, each of which may be
termed an original, but all of which together shall constitute
one Agreement.
IN WITNESS WHEREOF, the undersigned have executed this Agreement
as of the day and year first above written.
GOLD CAPITAL CORPORATION,
a Colorado corporation
Per: /s/ Xxxxxxx X. Xxxx
Xxxxxxx X. Xxxx, Director
/s/ Xxxx X. Xxxxx
XXXX X. XXXXX
U.S. GOLD CORPORATION
Per: /s/ Xxxxxxx X. Xxxx
TONKIN SPRINGS VENTURE LIMITED PARTNERSHIP
TONKIN SPRINGS GOLD MINING COMPANY
Per: /s/ Xxxxxxx X. Xxxx
ROYALSTAR RESOURCES LTD.
Per: /s/ Xxxx X. Xxxxx
SCHEDULE A TO THE SHAREHOLDERS' AGREEMENT
Name and Address Number of Shares
of Beneficial Owner (including Option Shares)
U.S. Gold Corporation 0
00 Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
Tonkin Springs Venture
Limited Partnership 127,702
00 Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
Tonkin Springs Gold Mining Company 0
00 Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
Royalstar Resources Ltd. 2,500,000
900 - 000 Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxxx, XX, Xxxxxx X0X 0X0
SCHEDULE B TO THE SHAREHOLDERS' AGREEMENT
IRREVOCABLE PROXY COUPLED WITH AN INTEREST
Pursuant to Colorado Revised Statues 7-107-203(5)
1. The undersigned shareholder (the Shareholder), holder of the
number of shares of common stock, par value $.0001 per share
(Common Stock), of Gold Capital Corporation, a corporation
organized and existing under the laws of Colorado (the
Corporation), set forth opposite the Shareholder's signature (the
Shares), hereby irrevocably appoints and constitutes Xxxx X.
Xxxxx (Xxxxx) as his or its attorney and proxy to attend
meetings, vote, give consents and in all other ways to act in the
Shareholder's place and stead as to all of the Shares as long as
this Irrevocable Proxy is in effect. Death or incapacity of the
Shareholder shall not cause a revocation of his or its
Irrevocable Proxy. Young shall have full power of substitution
and revocation and any proxies heretofore given are hereby
revoked.
2. In compliance with C.R.S. 7-107-203(5), this Irrevocable
Proxy is made irrevocable and executed (a) in consideration of
Young, at the request of U.S. Gold Corporation, agreeing to act
as a director and chief executive officer of the Corporation (b)
in connection with Young being a party to a voting agreement with the
Shareholder embodied in that certain Shareholders' Agreement,
dated as of June 22, 1995 (the Shareholders' Agreement), among
the Corporation, Young, the Shareholder and certain other
shareholders of the Corporation.
3. Young shall have complete discretion to vote the shares under
this Irrevocable Proxy as to any matter requiring a vote of
shareholders of the Corporation until June 21, 2000. Without
limiting the generality of the foregoing, Young shall have
complete discretion to vote the shares under this Irrevocable
Proxy on any of the following actions by the Corporation:
(a) Amendment or repeal or alteration in any way of any
provision in the articles of incorporation or bylaws of the
Corporation;
(b) Merger, consolidation or exchange of stock of the
Corporation with another corporation;
(c) Transfer of all or substantially all of the assets of the
Corporation; or;
(d) Termination, dissolution or wrapping up of the affairs of
the Corporation.
4. Any additional shares of voting capital stock issued to the
Shareholder shall be subject to this Irrevocable Proxy. A
certificate or certificates evidencing the Shares and any
additional shares issued to the Shareholder shall be affixed with
a legend indicating that the shares evidenced thereby are subject
to this Irrevocable Proxy as follows:
THE VOTING POWER OF THE SHARES EVIDENCED HEREBY HAS BEEN
PREVIOUSLY GRANTED TO YOUNG PURSUANT TO A WRITTEN PROXY EFFECTIVE
JUNE 22, 1995, WHICH PROXY IS IRREVOCABLE.
5. This proxy shall terminate upon the termination of the
Shareholders' Agreement, unless earlier terminated by Young.
6. In the event of a dispute or controversy arising out of or
relating to this Irrevocable Proxy, or performance hereof, Young
shall be entitled to vote the shares pursuant to this Irrevocable
Proxy during the pendency of such dispute. The Shareholder
acknowledges that the only basis to contest in any way this
Irrevocable Proxy, or the voting of shares hereunder, is for
gross abuse by Young of the voting rights herein transferred.
The prevailing party in any litigation or proceeding pertaining
to this Irrevocable Proxy shall be entitled to reasonable
attorney's fees actually incurred, together with costs of the
litigation, including expert witness fees, if any.
Dated: June 22, 1995
127,702
Stock Owned and Subject to this
Irrevocable Proxy
ACCEPTED AND AGREED TO
/s/ Xxxx X. Xxxxx
XXXX X. XXXXX
SCHEDULE C TO THE SHAREHOLDERS' AGREEMENT
FIRST RIGHT OF REFUSAL AGREEMENT
FOR COMMON SHARES OF
GOLD CAPITAL CORPORATION
This agreement is entered into by U.S. Gold Corporation, a
Colorado corporation, Tonkin Springs Venture Limited Partnership
(TSVLP), a Nevada limited partnership owned by subsidiaries of
U.S. Gold Corporation, and Tonkin Springs Gold Mining Company,
the general partner of TSVLP (collectively hereinafter called
U.S. Gold), and Royalstar Resources Ltd., a Canadian
corporation (Royalstar).
WHEREAS, Royalstar and Gold Capital Corporation, a Colorado
corporation (Gold Capital) have entered into a Private
Placement Subscription Agreement dated June 22, 1995 (Private
Placement Agreement), under which Royalstar has agreed to
purchase 2,200,000 shares of Common Stock of Gold Capital, the
purchase of the shares hereinafter described as the Second
Closing; and
WHEREAS, U.S. Gold: (i) currently owns 127,702 shares of Gold
Capital's Common, (ii) has committed to convert 300,000 shares of
Gold Capital's $0.01 par value Series A Preferred Convertible
Stock (the Preferred Stock) into 1,500,000 shares of Gold
Capital Common Stock, as provided in Commitment and Agreement to
Convert dated June 22, 1995, a copy of which is attached hereto
as Schedule A and incorporated herein by reference, and (iii) at
the discretion of Royalstar, additional Common Stock may be
issued to U.S. Gold by Gold Capital in satisfaction of the pro-
rata 1995 dividends on the Preferred Stock as set out in the
Commitment and Agreement to Convert; and
WHEREAS, as a precondition to the Second Closing, Royalstar
requires the Shareholders to enter into this First Right of
Refusal Agreement, and
WHEREAS, the Shareholders are willing to enter into this
Agreement in order to facilitate the Second Closing.
NOW THEREFORE, the parties agree as follows:
1. The Shareholders hereby grant to Royalstar a first right of
refusal as related to sales of Common Shares of Gold Capital by
the Shareholders to third-party non-affiliates, for a period of
five (5) years from the date of the Second Closing, as provided
herein (First Right of Refusal).
(a) A Shareholder will give Royalstar written notice of such
Shareholder's intention to sell any shares of Common Stock of
Gold Capital beneficially owned directly or indirectly by such
Shareholder to any person, except for an Affiliate, as
hereinafter defined, such written notice to provide in reasonable
detail, the terms, conditions and timing of such intended sale
provided that a written notice from a Shareholder to the effect
that a prescribed number of shares will be sold at the prevailing
market price shall constitute a valid Sales Notice (Sales
Notice). Affiliates of U.S. Gold is defined as any entity in
which U.S. Gold Corporation directly or indirectly owns a greater
than 50% interest.
(b) Royalstar will have 10 business days from receipt of the
Sales Notice to give such Shareholder written notice of
Royalstar's irrevocable election to exercise its rights to
purchase the shares covered by the Sales Notice under terms and
conditions no less favorable to such Shareholder than those
included in the Sales Notice.
(c) If Royalstar has not given notice to such Shareholder of its
irrevocable intent to exercise its rights as provided in (b) and
within the required time frame specified above, Royalstar shall
relinquish any First Right of Refusal related specifically to
those shares included in the Sales Notice, unless such sale(s)
are not consummated by such Shareholder within 30 days of the
date of the Sales Notice.
(d) Any election by Royalstar not to exercise its First Right of
Refusal as related to any Sales Notice shall not change or
diminish Royalstar's rights under this agreement as related to
subsequent Sales Notices.
(e) This First Right of Refusal shall specifically not apply to:
(i) transfers of Common Stock among and between Affiliates of
U.S. Gold, and (ii) dispositions of Common Stock by U.S. Gold
through the sale, grant or exercise of stock option agreements
with officers and directors of U.S. Gold.
(f) All rights and obligations of the parties to this agreement
shall terminate absolutely upon the earlier of the fifth
anniversary of the date of the Second Closing and the date all of
the shares subject to this agreement are sold.
2. A Shareholder may sell or transfer any shares of Common Stock
of Gold Capital beneficially owned directly or indirectly by such
Shareholder to an Affiliate provided that such Affiliate agrees
in writing to be bound by the terms of this Agreement.
3. Written Notice shall be valid by either confirmed facsimile
transmission to the numbers provided below, or by messenger
delivery to the appropriate addresses provided below:
Attention: Xxxxxxx X. Xxxx, President
00 Xxxxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
Telephone (000) 000-0000
Fax (000) 000-0000
(b) Royalstar Resources Ltd.
Attention: Xxxx X. Xxxxx, President
900 - 000 Xxxx Xxxxxxxx Xxxxxx, Xxxxxxxxx
Xxxxxxx Xxxxxxxx, Xxxxxx X0X 0X0
Telephone (000) 000-0000
Fax (000) 000-0000
4. Miscellaneous:
(a) This Agreement shall be governed by and construed in
accordance with the laws of the State of Colorado.
(b) This Agreement shall bind and inure to the benefit of the
successors and assigns of the respective parties.
5. Counterparts:
This Agreement may be executed by original or facsimile signature
in one or more counterparts, each of which may be termed an
original, but all of which together shall constitute one
Agreement.
IN WITNESS WHEREOF, the parties have executed this agreement on
this 22nd day of June, 1995.
ROYALSTAR RESOURCES LTD.
Per: /s/ Xxxx X. Xxxxx
Xxxx X. Xxxxx, President and CEO
900 - 999 West Hastings Street
Vancouver, British Columbia
U.S. GOLD CORPORATION
Per: /s/ Xxxxxxx X. Xxxx
Xxxxxxx X. Xxxx, President
00 Xxxxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
TONKIN SPRINGS VENTURE LIMITED PARTNERSHIP
Per: /s/ Xxxxxxx X. Xxxx
Xxxxxxx X. Xxxx, President
Tonkin Springs Gold Mining Company,
General Partner and Manager - Tonkin Springs Venture L.P.
00 Xxxxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
TONKIN SPRINGS GOLD MINING COMPANY
Per: /s/ Xxxxxxx X. Xxxx General Partner and Manager
Tonkin Springs Venture L.P
00 Xxxxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
SCHEDULE D TO THE SHAREHOLDERS' AGREEMENT
AGREEMENT TO RECOMMEND AND SUPPORT
NOMINATION AND ELECTION OF DIRECTORS
OF GOLD CAPITAL CORPORATION
This agreement is entered into by Royalstar Resources Ltd., a
Canadian corporation (Royalstar), Xxxx X. Xxxxx, an individual,
Gold Capital Corporation, a Colorado corporation (Gold
Capital), and Xxxx X. Xxxxxx, Xxxxxxx X. XxXxxxxxx and Xxxxxxx
X. Xxxx (the undersigned board members) effective June 22,
1995.
WHEREAS, Royalstar and Gold Capital have entered in a Private
Placement Subscription Agreement dated June 22, 1995 (the
Private Placement Agreement), under which Royalstar has agreed
to purchase an additional 2,200,000 shares of common stock of
Gold Capital and closing of the purchase is hereinafter described
as the Second Closing; and
WHEREAS, as a precondition to the Second Closing, Royalstar and
Tonkin Springs Venture Limited Partnership, a Nevada limited
partnership (TSVLP) have agreed to enter into a Voting
Agreement effective upon the Second Closing, whereby TSVLP would
assign its voting rights under shares of common stock of Gold
Capital owned from time to time by TSVLP, TSVLP's parent
corporations, or U.S. Gold Corporation, to Xxxx X. Xxxxx, for a
period of five years from the date of the Second Closing; and
WHEREAS, Xxxx X. Xxxxx may now, or from time to time in the
future, directly own or indirectly control certain voting rights
represented by shares of common stock of Gold Capital; and
WHEREAS, as inducement to Gold Capital to complete the Second
Closing, and as provided in the Private Placement Agreement,
Royalstar and Xxxx X. Xxxxx have agreed, individually, to support
the nomination and election of three (3) non-Royalstar nominated
individuals to serve as directors of Gold Capital,
NOW THEREFORE, the parties agree as follows:
1. Royalstar agrees with the undersigned board members of Gold
Capital and commits, during the term of the Voting Agreement to
support the nomination of and vote any common shares of Gold
Capital held by it directly or indirectly, in favor of the three
non-Royalstar individuals to serve as members of the Board of
Directors of Gold Capital, as directed collectively in writing by
Gold Capital board of director members Xxxx X. Xxxxxx, Xxxxxxx X.
XxXxxxxxx and Xxxxxxx X. Xxxx, or by their successors as members
of the Board of Directors of Gold Capital.
2. Xxxx X. Xxxxx agrees with the undersigned board members of
Gold Capital and commits during the term of the Voting Agreement,
to support the nomination of and vote any common shares of Gold
Capital held by him, directly or indirectly, in favor of the
three non-Royalstar individuals to serve as members of the Board
of Directors of Gold Capital, as directed collectively in writing
by Gold Capital board of director members Xxxx X. Xxxxxx, Xxxxxxx
X. XxXxxxxxx and Xxxxxxx X. Xxxx, or by their successors as
members of the Board of Directors of Gold Capital.
3. Miscellaneous:
(a) This Agreement shall be governed by and construed in
accordance with the laws of the State of Colorado.
(b) This Agreement shall bind and inure to the benefit of the
successors and assigns of the respective parties.
4. This Agreement may be executed by original or facsimile
signature in one or more counterparts, each of which may be
termed an original, but all of which together shall constitute
one Agreement.
IN WITNESS WHEREOF, the parties have executed this agreement on
this 22 day of June, 1995.
ROYALSTAR RESOURCES LTD.
Per: /s/ Xxxx X. Xxxxx /s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxx, President and CEO XXXX X. XXXXXX
900 - 000 Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx
Xxxxxx X0X 0X0
/s/ Xxxxxxx X. XxXxxxxxx
XXXXXXX X. XxXXXXXXX
Per: /s/ Xxxx X. Xxxxx
Xxxx X. Xxxxx, an individual /s/ Xxxxxxx X. Xxxx
900 - 000 Xxxx Xxxxxxxx Xxxxxx XXXXXXX X. XXXX
Vancouver, British Columbia
Canada V6C 2W2
GOLD CAPITAL CORPORATION
Per: Xxxxxxx X. Xxxx, Director
55 Madison, Xxxxx 000
Xxxxxx Xxxxxxxx 00000
SCHEDULE E TO THE SHAREHOLDERS' AGREEMENT
VOTING AGREEMENT
THIS VOTING AGREEMENT (the Agreement) is made as of June 22,
1995, between Tonkin Springs Venture limited Partnership, a
Nevada Limited Partnership, Tonkin Springs Gold Mining Company, a
Colorado corporation, U.S. Gold Corporation, a Colorado
corporation, Xxxx X. Xxxxx with respect to certain securities of
Gold Capital Corporation, a Colorado corporation, Xxxx X. Xxxxx,
as an individual and Royalstar Resources Ltd., a Canadian
corporation.
NOW, THEREFORE, in consideration of the above facts and their
mutual promises herein, the parties hereto agree as follows:
1. The parties hereto acknowledge that all the rights and
obligations in respect to the Voting Agreement are hereby
incorporated in the terms of the Shareholders' Agreement and that
other than as is set forth in the Shareholders' Agreement there
are no voting rights granted by U.S. Gold Corporation, Tonkin
Springs Ventures Limited Partnership or Tonkin Springs Mining
Company in respect of the securities of Gold Capital Corporation.
2. This Agreement may be executed by original or facsimile
signature in one or more counterparts, each of which may be
termed an original, but all of which together shall constitute
one Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Voting
Agreement as of the 22nd day of June, 1995.
TONKIN SPRINGS VENTURES LIMITED PARTNERSHIP
Per: /s/ Xxxxxxx X. Xxxx
Xxxxxxx X. Xxxx, President
00 Xxxxxxx, Xxxxx 000
Xxxxxx Xxxxxxxx 00000
TONKIN SPRINGS GOLD MINING COMPANY
Per: /s/ Xxxxxxx X. Xxxx
Xxxxxxx X. Xxxx, General Partner and Manager -
Tonkin Springs Venture L.P.
55 Madison, Suite 745
Denver Colorado 80206
U.S. GOLD CORPORATION
Per: /s/ Xxxxxxx X. Xxxx
Xxxxxxx X. Xxxx, President and Manager -
Tonkin Springs Venture L.P.
00 Xxxxxxx, Xxxxx 000
Xxxxxx Xxxxxxxx 00000
/s/ Xxxx X. Xxxxx
Xxxx X. Xxxxx
900 - 000 Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxxx, X.X., Xxxxxx X0X 0X0
ROYALSTAR RESOURCES LTD.
Xxxx X. Xxxxx, President
900 - 000 Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxxx, X.X., Xxxxxx X0X 0X0
GOLD CAPITAL CORPORATION
Per: /s/ Xxxxxxx X. Xxxx
Xxxxxxx X. Xxxx, President
00 Xxxxxxx, Xxxxx 000
Xxxxxx Xxxxxxxx 00000
SCHEDULE F TO THE SHAREHOLDERS' AGREEMENT
CONSENT AND ACKNOWLEDGMENT
This Agreement is entered into by U.S. Gold Corporation, a
Colorado corporation, Tonkin Springs Gold Mining Company, and
Tonkin Springs Venture Limited Partnership, a Nevada limited
partnership owned by subsidiaries of U.S. Gold Corporation
(TSVLP).
WHEREAS, Royalstar Resources Ltd., a Canadian corporation
(Royalstar) and Gold Capital Corporation, a Colorado
corporation (Gold Capital) have entered into a Private
Placement Subscription Agreement dated for reference June 22,
1995 (Private Placement Agreement), under which Royalstar has
agreed to purchase 2,200,000 shares of Common Stock of Gold
Capital (Private Placement).
WHEREAS, the Shareholders are shareholders of Gold Capital.
WHEREAS, it is a condition of the Private Placement that
Royalstar acquire control of Gold Capital through:
(a) the acquisition of approximately 52% of the issued and
outstanding Common Stock of Gold Capital on a non-diluted basis;
(b) the control of the Board of Directors of Gold Capital by
virtue of appointing four of the seven nominees to the Board of
Directors of Gold Capital;
(c) the Shareholders' Agreement made as of June 22, 1995 among
the Shareholders and Gold Capital, under which the Shareholders
have provided Xxxx X. Xxxxx with certain rights and privileges in
addition to those otherwise attaching to the shares of Common
Stock.
NOW THEREFORE, the parties agree as follows:
1. In view of and in consideration of the foregoing, each of the
Shareholders hereby acknowledges that if there is anything
inconsistent in the Articles of Incorporation and Bylaws of Gold
Capital and all amendments thereto, resolutions of the directors
or shareholders of Gold Capital or the provisions of any indenture,
instrument, agreement or undertaking to which Capital is a party or
by which Gold Capital or the properties or assets of Gold Capital
are bound which would be inconsistent with or which would constitute
a default thereunder as a result of the foregoing transactions, each
of the Shareholders hereby agrees to do, execute and deliver or
cause to be done executed and delivered all such further acts, documents
and things, vote their shares in favor of, and sign any amendments
which may be required to give effect to the full intent of the foregoing
transactions provided it is understood that the Shareholders shall only be
obliged to observe the covenant contained in this clause one to
the extent that it is within their corporate power and authority
to do so.
2. None of the Shareholders is aware of anything in the affairs
of Gold Capital which is presently inconsistent with the
foregoing intent and purpose.
Dated as of this 22nd day of June, 1995.
U.S. GOLD CORPORATION
Per: /s/ Xxxxxxx X. Xxxx
TONKIN SPRINGS VENTURE LIMITED PARTNERSHIP
Per:/s/ Xxxxxxx X. Xxxx
XXXXXX SPRINGS GOLD MINING COMPANY
Per: /s/ Xxxxxxx X. Xxxx
