Contract
Exhibit 99.1
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Page l of 8 Confidential Consulting Agreement Effective Date: November 1.2007 PERSONAL AND CONFIDENTIAL - Xxxxxx
Resources Inc. Contractor AGREEMENT, November 1, 2007 This CONTRACTOR AGREEMENT ("Agreement") dated as of
November 1, 2007 ("Signing" Date") is between Xxxxxx X. (Xxx) XxXxx "Contractor" and Xxxxxx Resources Inc.
("Xxxxxx") Xxxxxx agrees to engage Contractor, and Contractor agrees to accept engagement to provide Services (as
defined below) to Xxxxxx to accomplish the key objective which is to a "maximize shareholder value in a safe,
environmental and technically proficient manner". In doing so, Contractor, will act in the capacity of President, CEO and
Director. The primary responsibility of the role will be, overseeing all Exploration initiatives, property acquisitions,
exploration and mine permitting, strategic planning, environmental/government affairs, organization, coordination and
completion of project prefeasibility and feasibility studies and operation/financial business administration as required
for the management of Company as a whole in a timely and cost efficient matter. 1) Duties shall be as follows: Initiate,
direct, coordinate and manage all exploration and development projects and other data collection with consultants,
internal staff or others; Manage operation/business administration including set-up, contracting and monitoring. Find,
hire, and/or contract all necessary technical and management personnel. Develop, direct, maintain, and manage strong
skilled internal staff, providing mentorship training to all technical staff Strategize, develop, direct and/or coordinate
with internal staff, consultants, government agency personnel, and various environmental, community, and
government, programs to achieve the optimum outcome for Xxxxxx on its various projects. Develop, manage, direct,
and coordinate, with, all stages (including pre and post exploration and mine project certificates) of the environmental
and socioeconomic processes required under various permitting jurisdictions, Develop, develop, direct, maintain and
coordinate acceptance awareness programs for community, and governments that inter-link environmental and
engineering programs; Consultant Xxxxxx Resources Inc. page 1 of 5
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Page 2 of 8 Confidential Consulting Agreement Effective Date: November 1, 2007 Develop, initiate, and maintain a
professional corporate liaison with various government agencies, elected and or appointed officials, associates, affiliates
and relevant industry corporations; Develop, initiate, and maintain strategic alliances and planning between
corporation, the financial community, agencies and governments; Assist Chief Financial Consultant and IR Manager in
financing and marketing as required. Assist Chief Corporate Consultant, corporate secretary, CFO, and the board of
Xxxxxx to develop and maintain proper Corporate Governance and auditing procedures and to conform to all rules, laws
and regulations required by the various securities exchanges, federal and local governments under which Xxxxxx or its
subsidiaries belongs as required. 2. The Xxxxxx Contact Persons authorized to assign work to Contractor and coordinate
Contractor's performance of Services are the various board of Xxxxxx as well as the Chief Financial and Corporate
Consultants. The Contact Person may assign such responsibility to any other Contact Person(s) upon written notice, 3
The Contractor Agreement engagement term shall begin upon the Effective Date (defined as November 1st, 2007), and
shall continue until terminated by either party by a minimum of four weeks written notice of termination. 4. Xxxxxx
shall pay Contractor at the all-inclusive rate of US $12,000 per month worked and the minimum assignable days shall be
22 per month. 5. There are no hours billable at overtime or premium rates, regardless of the number of hours worked in
a day or the calendar day worked (including statutory holidays) and a day is defined as 8 or more hours worked in a
calendar day. 6. In that event that Xxxxxx is acquired by a third party, Consultant shall receive 36 months of salary at the
rate indicated in Paragraph 4 as severance. 7. Xxxxxx shall pay Consultant for Services, and reimburse Consultant for
Health Care Expenses incurred and invoiced each month for US$1790.00. The coverage will extend to Xxxxxxxx X. XxXxx,
consultants spouse, and Caghain X. XxXxx, consultants son, and to future children. 8. Stock Options Contractor shall be
eligible for incentive stock options, subject to Exchange approval and in accordance with Xxxxxx'x vesting schedule.
Options are to be in effect up to 30 days after the expiration of Agreement, whether terminated by Xxxxxx or
Contractor. 9. Based on advance approval for travel related to Services, and after presentation of customary receipts
Xxxxxx shall reimburse (at cost) within fifteen (15) working days Contractor for approved expenses related to Services in
accordance with the Xxxxxx travel expense reimbursement policies. Page 2 of 5
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Page 3 of 8 Confidential Consulting Agreement Effective Date: November 1, 2007 10. Xxxxxx shall pay reasonable
expenses incurred when a supported (back-up receipts, adequate notations) expense form is delivered by Contractor to
Xxxxxx and approved by the Contact Person, including such computer and communications hardware and software
Contractor may need to reasonably perform his duties. Contractor shall deliver the expense report digitally to Xxx
XxXxx and Xxxxxxx Xxxxx (or designates) at month end. 11. Xxxxxx shalt pay Contractor for Services, and reimburse
Contractor for related expenses (at cost), upon receipt and approval of Contractor's invoice within 15 working days and
said approval not to delay reimbursement beyond a 15 day period. Contractor's invoices shall contain a detailed report
of and a summary of all Services performed, time spent and allocate the charges for Services and the expenses by
project (a digital expense report is provided). Additional information may be required in such detail as Xxxxxx may
reasonably require. Contractor shall invoice directly to Xxxxxx by e-mail, followed up by hard copy invoice including
expense report as detailed in paragraph (8). Contractor shall invoice Xxxxxx for each month in which days are worked or
expenses incurred within 15 days of the end of the month. 12. While working in the office or away on travel, it is the
responsibility of the Contractor to notify a Contact Persons of Contractor's whereabouts (phone number, travel plans
etc.) to ensure Contact person can contact Contractor. 13. The Contractor agrees to follow all Xxxxxx'x operational
rules. 14. Contractor shall keep and make available to Xxxxxx records showing all Services performed and time spent in
such performance. 15. Contractor shall make such written reports of Contractor's activities to Contact person as they
may from time to time reasonably request. All such records and reports shall be the sole and exclusive property of
Xxxxxx and are to be delivered to the Xxxxxx by the Contractor upon Contact Person's request. 16. Immediately upon
request Contractor expressly agrees to deliver possession and assign any right, title and interest of the Contractor to
Xxxxxx, all Xxxxxx property documents, manuals, lists, data, records, field notes, field maps, drawings, models, maps,
computer programs, codes, materials, prototypes, products, samples, analysis reports, equipment, tools and devices
including any copies or reproductions relating to Services in Contractor's possession or under Contractor's control. Any
and all designs, ideas, interpretations, works, creations, developments, programs, codes, drawings, sketches including
copies of reproductions of same made or created by the Contractor during the course of the engagement in connection
with Services provided by the Contractor shall be and remain the exclusive property of Xxxxxx and the Contractor shall
have no right, title or interest therein even though the Contractor may have created or contributed to the creation of
any of the items specified. The Contractor shall not directly or indirectly acquire mineral claims or an interest in mineral
claims or provide exploration and/or mine development information to other non-Xxxxxx clients or companies within 6
miles of any Xxxxxx claims owned or optioned during Contractors engagement with Xxxxxx and for 24 months from the
date of termination of this or subsequent Agreements without written approval from a Director of Xxxxxx. 17.
Contractor agrees to use Xxxxxx software and hardware only for Xxxxxx business or for personal communications.
Upon termination of Agreement, all Xxxxxx software and data thereto (and any copies made) and hardware is to be
promptly returned to Xxxxxx. Page 3 of 5
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Page 4 of 8 Confidential Consulting Agreement Effective Date: November 1, 2007 Contractor shall not divulge, without
the express written authorization by a Xxxxxx Director, to any person or Companies (other than Xxxxxx) any proprietary
or confidential information relating to Xxxxxx, its subsidiaries affiliates, associated companies or relating to any business
or property in which Xxxxxx or any of its associated companies has an interest, in the course of performance of Services
under this Agreement or anytime after the termination of this Contracting Agreement with Xxxxxx. This clause does not
apply to information that is already in the public domain. Contractor represents and warrants to Xxxxxx that
performance of Services will not constitute a breach of any obligation Contractor may have to any third party. Xxxxxx
and its managed companies represent and warrant to Contractor that this Contracting Agreement will not constitute a
breach of any obligation Xxxxxx may have to any thud party. Contractor shall not delegate, subcontract, assign, or
employ any person to perform any Services directly or indirectly related to Services without Xxxxxx'x prior consent. All
notices provided for in this Agreement shall be delivered personally or by facsimile or by first class mail, postage
prepaid, and shall be deemed received when personally delivered or, if by facsimile, on the next business day after
receipt or, if mailed five business days after date of mailing. Any notice of default shall only be effective if delivered
personally, or sent by registered or certified mail. Any notice from Contractor to Xxxxxx shall be delivered or addressed
to the Xxxxxx Contact Person. All notices to be delivered by mail or facsimile shall be sent to the addresses and facsimile
numbers shown below (or as changed by notice given as provided herein). Contractor is required, as an ambassador for
Xxxxxx and Xxxxxx associated companies and the mining industry to maintain at all times a positive professional
relationship with representatives of government, industry, suppliers, local communities, the publics and indigenous
peoples both during and after working hours. If any provision of this Agreement is at any time unenforceable or invalid
for any reason it will be severable from the remainder of this Agreement and, in its application at that time, this
Agreement will be construed as though such provision was not contained herein and the remainder will continue in full
force and effect and be construed as if this Agreement had been executed without the invalid or unenforceable
provision. This Agreement constitutes the entire Agreement between the parties related to its subject matter and it
supersedes all prior proposals, agreements, understandings, representations and conditions. It may not be changed or
amended except in writing. Page 4 of 5
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Page 5 of8 Confidential Consulting Agreement Effective Date: November 1, 2007 contractor Xxxxxx X. (Xxx) XxXxx 0000
Xxxxxxxx Xxxxx Xxxx, XX Phone No: 000-000-0000 By: Date: November 1, 2007 Xxxxxx RESOURCES INC. 0000-000 Xxxx
Xxxxxx Xx. Xxxxxxxxx, XX X0X 168 Phone No.: (000) 000-0000 Fax No.: (000) 000-0000 By: date: Page 5 of 5
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