Exhibit 10.6
MODIFICATION AND THIRD EXTENSION AGREEMENT
BETWEEN:
NOBLE METAL GROUP INCORPORATED, a British Columbia Corporation having its
principal place of business at 000-000 Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx
Xxxxxxxx, X0X lT2 (herein "Noble")
AND:
NAPTAU GOLD CORPORATION, a Delaware Corporation, having its
registered offices at 11th Floor, Xxxxxx Square North, 11th
and Market Streets, Wilmington, New Castle County, Delaware
19801 (herein "NAPTAU")
WITNESS THAT
WHEREAS
(1) Noble and Maritime Transport & Technology Ltd., a New York Corporation,
entered into an agreement on the 6th day of June, 1995 providing for the
acquisition by Naptau of certain assets of Noble, consisting of Placer Mining
Leases in the Cariboo Mining Division of British Columbia in the area of Likely,
British Columbia, Canada, (the "Exchange Agreement");
(2) On the same date, Naptau entered into an agreement with Noble for the
operation by Noble of the Placer Mining Leases on behalf of Naptau (the
"Operating Agreement");
(3) Under the terms of the Exchange Agreement and the Operating Agreement,
Naptau is obligated to pay Noble USD$1,000,000 by September 3, 1995 for the
entering into of the Operating Agreement, and is obligated to pay a further
USD$1,000,000 by October 3, 1995 for the funding of the 1995 mining operations
on the Placer Mining Leases;
(4) Naptau paid to Noble a total of USD$45,500 by December 31, 1995 for the
operating expenses relating to the 1995 mining operations on the Placer Mining
Leases;
(5) Naptau is unable to pay the balance of the sums due and owing until such
time as the company has been granted approval for its Registration Statement
filed with the United States Security and Exchange Commission on August 9, 1995,
and has also been granted a listing on the NASDAQ Small Cap Market as soon as
the listing requirements are met;
(6) Both Noble and Naptau wish to have fulfilled the obligations of the Exchange
Agreement and Operating Agreement as soon as Naptau is in a position to
complete; and
(7) By an Agreement dated September 1, 1995, Naptau was previously granted an
extension of the time for performance of its obligations under the Exchange
Agreement and Operating Agreement to December 31, 1995 (the "Extension
Agreement);
(8) By a Second Extension Agreement dated April 30, 1996, Naptau was granted a
further extension for performance of its obligations under the Exchange
Agreement and Operating Agreement to June 30, 1996 (the " Second Extension
Agreement) on terms which provided for the settlement of interest owing on the
sums due under the Exchange Agreement and Operating Agreement at USD$200,000
(TWO HUNDRED THOUSAND DOLLARS), converted into common shares of Naptau, and in
consideration of the agreement of Naptau to pay to Noble 300 ounces of raw gold
from its share of gold produced from the mining operations on the Placer Mining
Leases;
(9) The Second Extension Agreement has now expired:
AND WHEREAS Naptau and Noble wish to revise the terms and conditions regarding
the obligation to pay the USD$1,000,000 due to Noble in consideration for the
entering into of the Operating Agreement in order to provide Noble with a larger
raw gold reserve and in order to allow Naptau sufficient time to become listed
on NASDAQ.
IT IS NOW AGREED that in consideration of the payment of TEN DOLLARS ($10) by
Naptau to Noble, the receipt and sufficiency of which is hereby acknowledged,
and the further mutual covenants and agreements following, that:
1. Noble hereby cancels the USD$1,000,000 due to it in consideration for the
entering into of the Operating Agreement and Naptau agrees instead, that it will
pay to Noble from Naptau's share of gold produced from the mining operations on
the Placer Mining Leases 3,421 ounces of raw gold, valued at a deemed price of
USD$380 per ounce to equal USD$1,300,000.
2. The total number of ounces of raw gold to be paid by Naptau to Noble, shall
be distributed to Noble from the Proceeds from the mining operations (as defined
in the Operating Agreement) due to Naptau on the following basis:
a. the first 300 ounces of raw gold due to Naptau to be paid in satisfaction
of the terms of the Second Extension Agreement;
b. up to 40% of the balance of the number of ounces of raw gold due to Naptau
from the 1996 Placer Mining operations, until the total number of ounces
due under paragraph 1 above is reached;
c. the balance, if any, to be paid to Noble from up to 50% of the number of
ounces of raw gold due to Naptau from the 1997 Placer Mining operations,
until the total number of ounces due under paragraph 1 above is reached;
d. the balance, if any, to be paid to Noble from up to 60% of the number of
ounces of raw gold due to Naptau from the 1998 Placer Mining operations,
and thereafter until the total number of ounces due under paragraph 1
above is reached;
3. Noble hereby grants to Naptau a further extension of time until June 30,
1997, in which to pay the balance of USD$954,500 due and owing under the terms
of the Exchange Agreement and the Operating Agreement for the deemed expenses of
the 1995 mining operations on the Placer Mining Leases. Interest will be due and
owing on the above amount at the rate of 10% per annum payable semi-annually.
4. Naptau may at any time, at its option elect to pay to Noble more ounces of
raw gold than the minimum levels specified in the schedule set out in paragraph
2, but may not, without the written consent of Noble elect to pay in currency or
any other consideration, the balance of the number of ounces of raw gold owing
as converted to a dollar amount in accordance with paragraph 2.
5. This Agreement is in addition to the Extension Agreement and the Second
Extension Agreement and shall also be construed in accordance with the laws of
the Province of British Columbia, Canada.
6. This Agreement may be executed in counterpart and by faxed signature and the
parties agree to deliver executed copies of the original document.
IN WITNESS WHEREOF THE PARTIES HERETO, CORPORATE PARTIES HAVING BEEN DULY
AUTHORIZED BY THEIR RESPECTIVE BOARDS OF DIRECTORS, HAVE SET THEIR HANDS AND
SEALS AS OF THE 12TH DAY OF JULY, 1996.
NOBLE METAL GROUP INCORPORATED
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BY: XXXXXXX XXXXXX, PRES. BY: XXXX X. XXX, DIRECTOR
NAPTAU GOLD CORPORATION
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BY: XXXXXX X. XXXXX, PRES.
