ROYALTY AGREEMENT
THIS AGREEMENT dated as of the 15th day of October, 1999
BETWEEN:
front range exploration corporation, Turks and Caicos
Islands (hereinafter called "Front Range")
OF THE FIRST PART
AND:
DELTA INTERNATIONAL MINING AND EXPLORATION INC., a body
corporate duly incorporated pursuant to the laws of the
State of Nevada having its place of business at 00000 Xxxx
Xxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxx, 00000, XXX
(hereinafter called "Delta")
of the second part
WHEREAS:
A. Front Range has located mineral properties in Bolivia for Delta on the terms
of a verbal agreement between the parties and the parties now wish to enter into
this Agreement to formalise their prior verbal agreement;
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the foregoing
and of the sum of $10.00 paid to the parties to the other, the receipt of which
is hereby acknowledged, the parties hereto agree each with the other as follows:
1. CONSIDERATION
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1.1 As consideration for the locating by Front Range of mineral properties in
South America for Delta or its subsidiary and as consideration for the continued
efforts of Front Range in locating mineral properties in South America for
Delta, Delta hereby agrees to allot and issue 300,000 shares to Front Range and
to grant the Royalty in accordance with Schedule "A".
1.2 The Royalty shall be payable on all properties in South America presently
held by Delta which have been located by Front Range and on all properties
located by Front Range that are subsequently acquired by Delta.
2. GENERAL PROVISIONS
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2.1 Time shall be of the essence of this agreement.
2.2 This agreement contains the whole agreement between the parties hereto in
respect of the subject matter hereof and there are no warranties,
representations, terms, conditions or collateral agreements expressed, implied
or statutory, other than as expressly set forth in this agreement.
2.3 This Agreement shall enure to the benefit of and be binding upon the parties
hereto and their respective successors and permitted assigns. No party may
assign its rights under this Agreement without the consent of the other parties.
2.4 Any notice to be given under this agreement shall be duly and properly given
if made in writing and by delivering or telecopying the same to the addressee at
the address as set out on page one of this Agreement. Any notice given as
aforesaid shall be deemed to have been given or made on, if delivered, the date
on which it was delivered or, if telecopied, on the next business day after it
was telecopied. Any party hereto may change its address for notice from time to
time by notice given to the other parties hereto in accordance with the
foregoing.
2.5 This Agreement may be executed in one or more counterparts, each of which so
executed shall constitute an original and all of which together shall constitute
one and the same agreement.
2.6 This Agreement shall be construed and enforced in accordance with, and the
rights of the parties shall be governed by, the laws of the State of Nevada, and
each of the parties hereto irrevocably attorns to the exclusive jurisdiction of
the Courts of the State of Nevada.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day
and year first above written.
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Delta international mining and exploration inc.
Per: /s/ Xxxx Xxxx
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Xxxx Xxxx, President
Per: /s/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx, CFO
SIGNED, SEALED AND DELIVERED )
by Front Range Exploration )
Corporation in the presence of: )
)
)
)
)
-------------------------- ) -----------------------------------
Witness Signature ) Front Range Exploration Corporation
)
)
-------------------------- )
Name )
)
-------------------------- )
Address )
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Schedule "A"
GROSS OVERRIDING ROYALTY
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Pursuant to the Agreement to which this Schedule is attached (the "Agreement"),
a party (the "Royalty Holder") may be entitled to a gross overriding royalty
(the "Gross Overriding Royalty") payable by the other party or parties (the
"Royalty Payor"), which shall be equal to 2% of the "Appraised Value" (as
hereinafter defined and reconciled as hereinafter provided) of all gem and
industrial diamonds ("Diamonds") recovered, sorted and graded from the Property
(as defined in the Agreement), free and clear of all costs of development and
operation, and subject only to taxes and royalties (except income taxes) and the
fees and expenses of graders as hereinafter provided.
"Appraised Value" means the valuation in American Dollars of the Diamonds at the
minesite determined by an independent grader appointed by the Royalty Payor.
Such independent grader shall be duly qualified and accredited, and shall sort,
grade and value the Diamonds in accordance with industry standards, having
regard to, but without limiting the generality of the foregoing, the commercial
demand for the Diamonds, the grades of the Diamonds (gem or industrial) and the
colors, sizes and clarity of the Diamonds. The independent valuator shall value
each particular classification of the Diamonds in accordance with the industry
pricebooks, standards and formulas.
The Gross Overriding Royalty will be calculated and paid within 30 days of the
end of each calendar quarter, based on all diamonds from the Property which were
graded in such calendar quarter.
Within 90 days after the Royalty Payor has received payment for all Diamonds
from the Property which were graded in a calendar year, it will reconcile the
Appraised Value (deducting only taxes, royalties and the fees and expenses of
graders as aforesaid) of all such Diamonds with the actual proceeds received by
the Royalty Payor from the sale of such Diamonds (deducting only taxes royalties
and the fees and expenses of graders as aforesaid) and provide to the Royalty
Holder, a statement showing all pertinent information in sufficient detail to
explain the calculation of the royalty payment. If the aggregate proceeds
(deducting only royalties and the fees and expenses of graders as aforesaid) are
greater than the said Appraised Value, the Royalty Payor will pay to the Royalty
Holder its proportionate share of the excess. If the Appraised Value is greater
than the said aggregate proceeds (deducting only taxes, royalties and the fees
and expenses of graders as aforesaid), then the Royalty Holder will pay to the
Royalty Payor its proportionate share of the excess.
All Gross Overriding Royalty payments shall be considered final and in full
satisfaction of all obligations of the Royalty Payor with respect thereto,
unless the Royalty Holder gives the Royalty Payor written notice describing and
setting forth a specific objection to the calculation thereof within 12 months
after receipt by the Royalty Holder of the statement herein provided for. If the
Royalty Holder objects to a particular statement as
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herein provided, the Royalty Holder shall, for a period of 30 days after the
Royalty Payor's receipt of notice of such objection, have the right upon
reasonable notice and at a reasonable time, to have the Royalty Payor's accounts
and records relating to the calculation of the Royalty in question audited by a
chartered accountant acceptable to the Royalty Holder and to the Royalty Payor.
If such audit determines that there has been a deficiency or any excess in the
payment made to the Royalty Holder such deficiency or excess shall be resolved
by adjusting the next quarterly Gross Overriding Royalty payment due hereunder.
The Royalty Holder shall pay all costs of such audit unless a deficiency or more
than ten percent (10%) of the amount due is determined to exist. All books and
records used by the Royalty Payor for adjustment in such 12 month period shall
establish the correctness and preclude the filing of exceptions or making of
claims for adjustment thereon.
In addition, if the Royalty Payor conducts an audit, either internally or by an
independent auditor, of the operations on or in respect of the Property, the
Royalty Holder will be notified and, at its request, will be provided with a
copy of the portion or portions of such audit which pertain to production
statistics.
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