EXHIBIT 10.F
ADDENDUM TO LICENSING AGREEMENT dated March 28, 2003, from XXXXX INC.
to GOLD CITY INC.
Assignment Agreement Between ASSIGNOR Gold City Inc.
and ASSIGNEE Xxxxx Inc.
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An agreement has been made and entered into this 28th day of March, 2003, by and
between ASSIGNOR Gold City Inc. (ASSIGNOR),a Nevada corporation and Xxxxx
Inc.(ASSIGNEE), a Delaware corporation, for the assignment of the rights to
Property delineated below.
Reference is made to the following facts:
RECITAL:
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ASSIGNOR desires to enter into a licensing agreement with ASSIGNEE concurrently
executed on this date for the use of the Xxxxx Gold Process (HGP. The ASSIGNOR
has control of various gold mining properties. ASSIGNEE desires to acquire the
assignment of rights of specific properties as a part of the consideration of
its licensing agreement with the ASSIGNOR. The ASSIGNOR agrees to an Assignment
on the terms and conditions set forth below, and assigns all the ASSIGNOR's
interest in all leases, permits, agreements and approvals including Bureau of
Land Management (BLM) and other governmental agency approvals of every kind and
nature now or hereafter arising from or relating to the conduct and operation of
the delineated Property in paragraph 4 below to the ASSIGNEE;
NOW, THEREFORE in consideration of ASSIGNOR's assignment of valuable gold mining
properties to ASSIGNEE and for other good a valuable consideration the
sufficiency of which is hereby acknowledged by ASSIGNEE, ASSIGNEE hereby
covenants and agrees with ASSIGNOR as follows:
1. PURPOSE OF ASSIGNMENT:
ASSIGNEE and ASSIGNOR acknowledge that this assignment is made in partial
payment of the Xxxxx Gold Process (HGP) licensing agreement being granted to the
ASSIGNOR on this date for its non-toxic process.
2. MINING OPERATIONS
Upon execution of this agreement the ASSIGNOR hereby grants to ASSIGNEE the
Property unconditionally with rights to all ores and minerals of every kind, in
or under the Property with exclusive right to explore for mine, open pit or
underground methods mill prepare for market sell same, together with all rights
of way, easements, water and water rights on or pertaining to the Property and
the right to erect buildings to operate and maintain equipment thereon, to use
occupy, disturb as much of the surface of the Property as Assignee desires.
Subject to any government regulations Assignee shall have sole discretion to
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determine the extent of its work on the Property and the time or times for
beginning or resuming mining operations.
3. ASSIGNMENT:
ASSIGNOR hereby assigns the Property in paragraph 4 herein and transfers
and sets over unto ASSIGNEE upon the terms and conditions set forth in this
Agreement all of the ASSIGNOR's interests in all leases, permits, agreements and
approvals including Bureau of Land Management (BLM) and other governmental
agency Approvals of every kind and nature now or hereafter arising from or
relating to the conduct and operation of the Property and/or the ASSIGNOR's
business at the Property.
4. PROPERTY:
ASSIGNOR has leases on the following real Property which are conveyed to the
ASSIGNEE:
Property one:
A. One(l) unpatented placer mining claims situated in Pershing County, Nevada
is described as follows:
B.C.#4 BLM No. 589198. Containing approximately 200 acres. Located in Sections
23-24 and 26, T.33N R.36E. M.D.B.&M.
Property two:
One (1) unpatented lode mining claims situated in Humbolt County, Nevada are
described as follows:
#3 Spartan BLM No. #838813 Containing approximately 20 acres. Located in
Sections 8, T.34N R.40E. M.D.B.&M.
Property three:
One (1) unpatented lode mining claim situated in Cochise County, Arizona
described as follows:
#11 AL BLM No. #357535. Containing approximately 20 acres. Located in Sections
8, T.34N R.40E. M.D.B.&M.
These preceding claims shall be referred to as the "Property".
5. ASSIGNMENT FEE AND ROYALTY:
ASSIGNOR will receive as consideration of this assignment the granting of a
license for the use of the Xxxxx Gold Process (HGP) under the terms more fully
described in the licensing agreement dated March 28, 2003 attached hereto and
incorporated by reference and made a part of this agreement.
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6. TERM OF ASSIGNMENT:
ASSIGNOR hereby conditionally assigns the Property to ASSIGNEE for a period
of three years. If at the end of said period ASSIGNEE has not developed said
property into operating mine, the ASSIGNMENT shall terminated and lad shall
automatically revert back to ASSIGNOR.
7. DATE OF CLOSING:
The closing date of this assignment shall be concurrent with the execution of a
valid HGP licensing agreement, referred to in paragraph 3 herein, with the
ASSIGNEE.
8. INDEMNIFICATION
ASSIGNEE agrees to indemnify and hold ASSIGNOR harmless from and against
any and all claims for personal injury, governmental clean up requirements,
reasonable attorney fees expended to defend or prosecute any matter directly or
indirectly related to this agreement. In addition, ASSIGNOR shall have no
responsibility or liability with respect to any costs and expenses incurred by
ASSIGNEE for any reason.
9. MODIFICATION OF AGREEMENT:
No modification of this Agreement shall be deemed effective unless in
writing and signed by the parties.
10. NOTICES
All notices to ASSIGNEE or ASSIGNOR shall be sent Certified or Registered
mail return receipt requested to the addresses indicated below. Notice of any
change of address shall be given in the same manner.
Assignee: Xxxxx Inc.
0000 Xxxxxx X, Xxxxx #0
Xxxxxxx, Xxx Xxxxxx 00000
Assignor: Gold City, Inc.
00000 Xxxxxxxxx Xxxxxx
Xxxxxx Xxxx, XX 00000
11. BINDING EFFECT
This agreement shall inure to the benefit and be binding upon the parties
hereto their respective heirs and assigns.
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12. APPLICABLE LAW
The terms and provisions of this agreement shall be interpreted in
accordance with the laws of the Commonwealth of Massachusetts.
13. RECORDING OF ASSIGNMENT
The parties hereto agree to execute a Memorandum of this Agreement (short
form) for the purpose of recording same in the records of the appropriate state
counties so as to give public notice pursuant to the laws of the State of Nevada
and Arizona, of the existence of this agreement.
14. ARBITRATION
If the two parties are unable to agree on any matter covered by this
agreement, the American Arbitration Association in the Commonwealth of
Massachusetts shall be employed to resolve the issue.
In witness whereof, the Parties have executed this Agreement on the date
above.
For Xxxxx Inc. For Gold City USA, Inc.
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Xxxxxx Xxxxx, President Xxxxxxx Xxxxxxxx, President
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