Contract
Exhibit
4-9
AGREEMENT
ENTERED INTO BY AND BETWEEN XXXXXX XXXXXXXXX GOLD, S.A. DE C.V., REPRESENTED
IN
THIS ACT BY XXXXXXX XXXXXX XXXXX, AND MINERA HECLA, S.A. DE C.V., REPRESENTED IN
THIS ACT BY MR. XXXXXXX XXXXXXX-XXXXXXXX V. AND BY MR. XXXXX XXXXXXX, UNDER THE
FOLLOWING
RECITALS
I.
Minera
Hecla, S.A. de C.V. (hereinafter referred to as “Hecla”), through its
representative declares and represents that:
I.A. It
is a
Mexican mining company, which was incorporated by public deed 145,539 granted
on
April 24, 1992, before Xx. Xxxxxx Xxxx Xxxxxxx, Notary Public 6 of the Federal
District, originally registered at the Public Registry of Commerce of Culiacán
under number 160 of Book number 194, Second Auxiliary of Commerce, on June
16,
1992 and in the Public Registry of Mining, under number 155, pages 133 front
and
back, volume XXIX of the Book of Mining Companies.
I.B. Its
representatives have the necessary authority to act in name and representation
of Hecla, obligating it in the terms of this agreement, authority that to the
date of signature of this document has not been revoked or modified in any
way,
pursuant to notarial deed # 29,907, dated January 8, 2002, granted before Lic.
Xxxx Xxxxx Xxxxxx Xxxxxxxx, notary public # 102, of the Federal
District.
I.C. It
is the
present and sole owner of the following mining concessions, which are registered
in its favor at the Public Registry of Mining (hereinafter the
“Concessions”).
I.C.1.
Mining
concession over the Noche Buena mining lot, located in the Municipality of
Caborea, Sonora, with a surface of 30 hectares title #217,985, valid from
September 18, 2002, registered in the Public Registry of Mining under number
245, page 123, volume 331 of the Book of Mining Concessions on September 18,
2002.
I.C.2.
Mining
concession over the Xxxxxxx mining lot, located in the Municipality of Caborea,
Sonora, with a surface of 970 hectares title #217,805, valid from August 23,
2002, registered in the Public Registry of Mining under number 65, page 33,
volume 331 of the Book of Mining Concessions on August 23, 2002.
I.D. The
Concessions are in compliance with the obligations required by the Mining Law
and its Regulations and specifically execution and filing of work assessment
reports and in the payment of mining rights, due to which it is not aware of
any
cause for the Concessions to be cancelled or declared void.
I.E. The
Concessions and the rights that derive from the same are free of any lien,
attachment, garnishment, sequestration, caveat, or encumbrance, are not object
of any option, exploration, exploitation, royalty, or any other kind of
agreement with a third party, that there is no trial or controversy, actual
or
pending or threatened, by or against any person or authority regarding any
of
the Concessions or any of the rights that derive from the same, and that there
is not any circumstance that may impede or obstruct the free exercise of the
rights resulting from both Concessions and the transfer of the Concessions
to
Seabridge as agreed upon in this contract.
I.F. Hecla
owns two bunkhouses, a kitchen, a generator shed and a core shack located on
the
surface of the “Xxxxxxx” mining lot (hereinafter the “Buildings”), all of
minimal value.
I.G. Hecla
has
certain surface access rights to the land owned or possessed by Mr. Francisco
Xxxxxx Xxxxxxxxx Xxxxxxxxx to carry out work in the mining lots, which Hecla
will terminate on the date of this agreement and which are not being transferred
to Xxxxxx Xxxxxxxxx Gold, S.A. de C.V. Hecla represents that it paid all amounts
owed and fulfilled all obligations due to the surface land owner or possessor,
to the satisfaction of the owner or possessor, that, to the best of its
knowledge, there are no disputes or threatened disputes with the said owner
or
possessor, and that it will bee Seabridge harmless and free and clear of any
claim coming from said owner or possessor originating before the date of this
agreement.
II.
Xxxxxx
Xxxxxxxxx Gold, S.A. de C.V. (hereinafter referred to as “Seabridge”), through
its representative declares and represents that:
II.A.
It
is a
Mexican mining company, which was incorporated by public deed # 2,448 granted
on
March 23, 2006, before Xx. Xxxxxxx Xxxxxx Xxxxxx, Xxxxxxxx
Público
of the
State of Sonora, registered at the Public Registry of Commerce of Hermosillo,
Sonora, under electronic mercantile folio # 34921*7 on April 4, 2006, and still
unregistered at the Public Registry of Mining.
II.B.
Its
representatives has the necessary authority to act in name and representation
of
Seabridge, obligating it in the terms of this agreement, authority that to
the
date of signature of this document has not been revoked or modified in any
way,
pursuant to notarial deed mentioned in the preceding recital
II.C.
That
it
wishes to purchase from Hecla the Concessions in the conditions stated in
recitals I.D. and I.E hereof.
II.D.
That
it
will reach an agreement with the surface owners or possessors where the
Buildings are located in order for the Buildings to continue on the surface
land, and that in such agreement Seabridge will assume the obligation to remove
the Buildings at its own cost.
Given
the
above, Hecla and Seabridge agree on the following:
C
L A U S
E S
FIRST.-
Hecla
sells to Seabridge in the conditions indicated in recitals I.D. and I.E. hereof,
who purchases, the Concessions.
SECOND.-
The
price of the Concessions is the amount of US$4,325,000 (four million three
hundred twenty five thousand 00/100 dollars of the United States of America)
plus the corresponding value added tax of US$648,750 (six hundred forty eight
thousand seven hundred fifty 00/100 dollars of the United States of America),
same price and value added tax which Seabridge pays to Hecla by wire transfer
to
account #0200031102, Idaho Independent Bank, ABA #000000000, upon receipt by
Xxx
Xxxxxxxx of an electronic version (pdf version) of this agreement signed by
both
Hecla representatives, to the xxxxxxxxx@xxxxxxx.xx,
with
copy to Xxxxxxx Xxxxxx Xxxxx to the address xxxxxxx@xxxx-xxx.xxx
Seabridge and Hecla obligate themselves to ratify this agreement before a notary
public as soon as possible, and in any event within ten calendar days, following
its signing. Within ten calendar days of Hecla receiving from Seabridge
information on Seabridge’s tax address and registration code in the Federal
Registry of Taxpayers, Hecla shall issue and deliver to Seabridge a tax
factura
covering
the above price and its value added tax.
As
soon
as possible, and in any event within ten calendar days, following the signing
of
this agreement, Hecla shall deliver to Seabridge (i) the original concession
titles for the Concessions, (ii) the original assessment work reports filed
so
far in regard to the Concessions, (iii) authentic copies of the receipts for
payments of mining taxes due on the Concessions, (iv) original communications
received from and sent to or filed with the Mining Bureau regarding the
Concessions,
(v) original communications, if any, received from and sent to or filed with
the
tax authorities regarding the Concessions,
(vi) original contracts and agreements, if any, pertaining to the Concessions,
whether or not terminated, rescinded, or expired, and (vii) the original of
all
statistic, technical and accounting reports, if any, filed with the Mining
Bureau in regard to the Concessions.
THIRD.-
Hecla
hereby transfers to Seabridge, at no additional cost, on an as-is, where-is
basis a) the Buildings and b) the drill cores which are currently stored in
the
core shack on the surface of the “Xxxxxxx” mining lot, of which Seabridge
acknowledges virtual receipt. Hecla also shall deliver to Seabridge, as soon
as
possible, and in any event within ten calendar days, following the signing
of
this agreement, documentary information regarding such cores. Hecla assumes
no
liability of any nature regarding such cores and information, and makes no
representations regarding the accuracy or completeness of same.
Hecla
also transfers to Seabridge, without additional cost, the rights that Hecla
may
have to access the surface land of the Ejido “El Diamante”, Municipality of
Caborca, Sonora, without liability to Hecla and without giving any assurances
that the ejido will honor said access rights.
FOURTH.-
Seabridge agrees to indemnify and hold Hecla harmless from any liability derived
from the lack of removal of the buildings from the surface land.
Hecla
shall keep Seabridge free and clear of demands, criminal complaints, claims,
proceedings, lawsuits, penalties, fines, liabilities, condemnation orders or
suspension of activities orders, resolutions and judgments directly or
indirectly related with the non-performance of obligations by Hecla or any
of
its contractors (or of any of their subcontractors) due to the carrying out
of
works before the date of this agreement on the Noche Buena lot on the Xxxxxxx
lot, provided for in laws, regulations, official Mexican norms and other rules
relating to ecological balance and protection of the environment, health,
explosives, use of land, archeological, historical or paleontological remnants
and other matters directly or indirectly related with such works, it shall
indemnify Seabridge the damages and pay the losses Seabridge may suffer directly
or indirectly related with the lack of performance of any of said obligations;
and reimburse Seabridge, within 5 (five) calendar days following the date on
which Seabridge so requests, the fees and court costs and expenses that
Seabridge may pay to defend itself from such demands, criminal complaints,
claims, proceedings, lawsuits, penalties, fines, liabilities, condemnation
orders or suspension of activities orders, resolutions and judgments; provided
Seabridge notified Hecla of the existence of such within 10 (ten) calendar
days
following Seabridge learning of same, unless the term to respond or the term
to
file defenses is
less
than
ten (10) calendar days, in which case Seabridge shall timely notify Hecla of
the
event in question within such terms.
Hecla
shall keep Seabridge free and clear of demands, criminal complaints, claims,
proceedings, lawsuits, penalties, liabilities, condemnation orders or
suspension of activities orders, fines and judgments directly or indirectly
related with the workers and personnel that Hecla or any of its contractors
(or
of any of their subcontractors) may have employed for the performance of
the
works on the Noche Buena lot on the Xxxxxxx lot before the date of
execution of this agreement, which include but are not limited to the
obligations related to the respective labor benefits, to the Mexican Institute
of Social Security, the Institute of the National Fund of Housing for Workers,
to the retirement savings funds and the withholding and payment of taxes
of any
nature that may have arisen due to said labor relations; Hecla shall indemnify
Seabridge the damages and pay the losses that Seabridge may suffer directly
or
indirectly related with the lack of performance of any of said obligations,
and
reimburse Seabridge, within 5 (five) calendar days following the date on
which
Seabridge so requests, the fees and court costs and expenses that Seabridge
may
pay to defend itself from such demands, criminal complaints, claims,
proceedings, lawsuits, penalties, fines, liabilities, condemnation orders
or
suspension of activities orders, fines and judgments; provided Seabridge
notified Hecla of the existence of such within 10 (ten) calendar days following
Seabridge learning of same, unless the term to respond or the term to file
defenses is less than 10 (ten) calendar days, in which case Seabridge shall
timely notify Hecla of the event in qustion within such
terms.
Under
no
circumstances shall Seabridge be understood to be substituting or shall
substitute Hecla or any of its contractors (or any subcontractors of same)
as
employer in its labor relations with the personnel or workers mentioned in
the
immediately preceding paragraph and neither shall it be understood to be
assuming the performance of any of such obligations by means.
FIFTH.-
All
taxes, fees, registration and notarial expenses resulting from the granting
and
notarial ratification of the present agreement shall be covered by Seabridge,
except for the income tax, if any, which shall be borne by Hecla. Each party
shall pay its own legal and other costs related with the negotiation of this
agreement.
SIXTH.-
The
parties of this agreement are obligated to the registration of the same before
the Public Registry of Mines as soon as possible after its signature and
notarial ratification, which registration shall be applied for by Seabridge.
Hecla and Seabridge are obligated to provide and/or sign any additional document
that may be necessary to obtain the registration and to give
full
effect to this agreement. Hecla will be obligated to pay mining duties and
file
assessment work reports until the date of ratification of this agreement by
Hecla.
SEVENTH.-
Every
notice between the parties according to the present agreement shall be made
in
writing, delivered personally to the following addresses:
|
Hecla
6500
N. Mineral Dr. Suite 200
Coeur
d’Xxxxx, XX 00000
Attention:
Xxx Xxxxxxx
|
|
Xxxxxxxxx
Xxxxxxx
Xxxxxxx 00
Colonial
Centenario
Hermosillo,
Sonora 83260
Attention:
Xxxxxxx Xxxxxx Xxxxx
|
EIGHTH.-
The
parties state under oath that their respective declarations, statements, and
assurances made and given in this agreement, are exact, complete, true and
verifiable, and that the same shall obligate the parties and survive the
execution of this agreement. This agreement supersedes and leaves with no effect
any previous communication, letter of intent, understanding or agreement
regarding its subject matter.
NINTH.-
This
agreement is signed in English and Spanish. In case of discrepancy between
both
versions the English version shall prevail.
TENTH.-
For
every controversy that may arise between the parties regarding the
interpretation or execution of the present agreement, the parties submit to
the
jurisdiction of the competent courts of Mexico, Federal District, or Hermosillo,
Sonora, at the plaintiff’s election and expressly waive any other that may
correspond to them.
The
present agreement is signed in triplicate
|
Minera
Hecla, S.A. de C.V.
|
Xxxxxx
Xxxxxxxxx Gold, S.A. de C.V.
|
|
___________________________________________
Xxxxxxx
Xxxxxxx Mejorada V.
|
________________________________________
Xxxxxxx
Xxxxxx Xxxxx
|
|
Signed
on April 27, 2006
|
Signed
on April 27, 2006
|
|
___________________________________________
Xxxxx
Xxxxxxx
Signed
on April 27, 2006
|
