1
Exhibit 10.xliv
LETTER AGREEMENT FOR
ASSET ACQUISITION
This LETTER AGREEMENT FOR ASSET ACQUISITION (the "Agreement") as of the
date set forth below, by and between Nevada Manhattan Group, Incorporated, a
Nevada corporation, hereinafter known as (NVMG") and LLC NPK Edikt, a Russian
Limited Liability Company, hereinafter ("LLC").
RECITALS
A. LLC has authority to assign assets held by Chrustalnaya Mining
Company, a Russian corporation ("Chrustalnaya"), and Chrustalnaya's wholly-owned
subsidiary, Stanum Ltd., a Russian corporation, ("Stanum").
B. NVMG desires to acquire 80% of Chrustalnaya's assets as defined in
this Agreement and the exhibits attached hereto and made a part of this
Agreement in exchange for 8,000,000 shares of NVMG common stock, as more fully
described below.
C. LLC, in exchange for the receipt of 8,000,000 common shares agrees
to assign, within the framework of Chrustalnaya, all rights to 80% of the assets
as set forth below.
IN WITNESS WHEREOF, AND RECEIPT OF CONSIDERATION, THE PARTIES AGREE AS FOLLOWS:
1. LLC shall transfer 80% of its rights as stated in the licensing
agreement for the right to exploit, explore and develop using the
earth's mineral wealth , License No. 00591 as issued to ZAO
Chrustalnoye Ore Mining Company (Exhibit A).
LLC shall transfer 80% of its rights as stated in the licensing
agreement for the right to exploit, explore and develop using the
earth's mineral wealth , License No. 09593 as issued to ZAO
Chrustalnoye Ore Mining Company (Exhibit B).
The assets are further described in reports/information attached hereto
as Exhibit C.
2. NVMG agrees to accept the transfer of 80% of the rights stated in the
licensing agreements within the limits of the frame by which the LLC
can operate. In consideration of the receipt of 80% of those assets
within the frame of Chrustalnaya, NVMG shall issue 8,000,000 shares of
common stock
3. This document shall be subject to a more definitive agreement setting
forth operational management terms to be approved by the parties.
2
2
4. Miscellaneous
a. Attorneys Fees.
In any dispute between the parties, whether or not resulting
in litigation or arbitration, the prevailing party shall be entitled to
recover from the other party all reasonable costs, including, but not
limited to reasonable attorneys' fees and costs.
b. Applicable Law.
This Agreement shall be governed by and construed in
accordance with the laws of the State of California notwithstanding the
fact the executing party will be signing this agreement outside the
territories of the State of California.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
"NVMG"
Nevada Manhattan Group Incorporated,
a Nevada corporation
December 17, 1998 /s/ Xxxxxx Xxxxxxxx
Dated: _____________________ By:_____________________________
/s/ Xxxx X. Xxxxx
Approved as to form: By:_____________________________
Xxxx X. Xxxxx, Corporate Counsel
"LLC"
LLC NPK Edikt, a Russian Limited
Liability Company
December 23, 1998 /s/ Xxxxxxxxxxx Xxxxxxx
Dated: _______________________ By:_____________________________
Xxxxxxxxxxx Xxxxxxx
/s/ Xxxxxx X. Xxxxxx
Approved as to form: By:_____________________________
Xxxxxx X. Xxxxxx, Corporate Counsel
3
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XXXXXX XXXXXX XXXXXXXX XXXXX
XXXXXXX XXXXXXXX XX XXXXXXXXXX
WESTERN DIVISION
000 XXXXX XXXXXX XXXXXX, XXXX X-0
XXX XXXXXXX, XX 00000
000-000-0000
(seal)
XXXXXX X. XXXXXX
Clerk of Court
COURT INTERPRETER SERVICES
DECLARATION OF INTERPRETER
I, the undersigned say I am an Official Court interpreter of English and
Russian. I certify that the attached translation from Russian into English is
true and correct to the best of my abilities and belief.
DESCRIPTION OF DOCUMENT(S)
LICENSE
for the right to use earth's mineral wealth No. 00591
issued to ZAO Chrustalnoye Ore Mining Company
LEGEND; All text in the translation contained in brackets ([ ]) represents
translator's comments or explanatory remarks.
Executed this 16th day of November, 1998, at Agoura Hills, California.
Xxxxxxx Xxxxx
--------------
/s/ Xxxxxxx Xxxxx
--------------
Signature of Interpreter
Case No. N/A
Case Name: N/A
No. of words: 563
Exhibit A.1
4
4
The Russian Federation
Committee
for geology and
the use of earth's mineral wealth
of the PRIMORGEOLKSM
The Primorsky
Territorial
Geological Fund
REGISTERED
November 2--[second digit illegible], 1996
Chief of the T.G.F. (signature)
(Logo of the USSR)
LICENSE
for the right to use earth's mineral wealth
VLV 00591 T--[second letter illegible]
--- ----- ----------------------------
Series Number Type of license
Is issued to: PRIVATE STOCK COMPANY [ZAO]
---------------------------
(Subject of the entrepreneurial activity receiving
"CHRUSTALNOYE ORE MINING COMPANY"
---------------------------------
this license)
--------------------------------------------------------------------------------
in the person of: Director General
----------------
(surname, first name, patronymic of the person
representing the subject of
XXXXXXXX, Xxxxxxx Zakharovich
-----------------------------
the entrepreneurial activity)
with the target purpose and type of operations:
mining of tin ores at the "Iskra" deposit
-----------------------------------------
The section of the mineral wealth is located in:
The Kavalerovsky region of the Primorsky Krai
-----------------------------------------------
(Name of the populated point, region, county,
krai, republic)
Description of the boundaries of the mineral wealth section, coordinates of the
corner points, copies of the topography plans, cross sections and others are
found in appendix:
No. I
-----
(Number of the appendix)
The right to use land sections is received from:
The Council of People's Deputies for Kavalerskiy
------------------------------------------------
Region Resolution No. 18 of March 20, 1992.
------------------------------------------
(Name of the authority issuing the permission, the
number of the resolution, the date)
Exhibit A.2
5
5
Copies of the documents and the description of the boundaries of the land
section are found in Appendix:
No. 2, on 2 pages
-----------------
(Number of the appendix, quantity of pages)
The section of the mineral wealth has the status of:
mining extraction
-----------------
(geological or mining extraction)
Expiration of the license's validity:
13 of August, 2008
------------------
(day, month, year)
Exhibit A.3
6
6
The following documents are integral components parts of the present license:
1 Appendix 1. Layout of the surface and the cross-sections of the
2 deposit with the boundaries of the mining and land extraction
(name of the document, number of pages)
3 on 4 sheets
Appendix 2. Copy of the resolution of the Council of People's Deputies for
Kavalerskiy Region of March 20, 1992. 18 - 1 sheet.
Appendix 3. Payment terms on 1 sheet
Appendix 4. Conditions for use of mineral wealth use on 2 sheets.
Appendix 5. Agreement regarding geological information on 1 page.
Appendix 6. Certificate about the deposit group.
Appendix 7. Order concerning the re-legalizing the licenses - 1 page.
Appendix 8. The statement by the ZAO GK Chrustalnenskaya stannic company
regarding the transfer of mineral deposits use rights - 1 page.
Appendix 9. The statement of ZAO GK Chrustalnaya regarding the re-legalizing of
the licenses and the extract from the transfer deed - 2 pages.
Authorized representative Authorized representative
of the Russian Federation of the Office of State Authority
Committee for Geology and for the subject of the Federation
use of earth's mineral wealth
SAMOVAROV, Xxxxx Xxxxxxxxx STOMATIUK, Xxxxxxx Xxxxxxxxxxx
-------------------------- ------------------------------
(Surname, first name, patronymic) (Surname, first name, patronymic)
(Signature)
----------- ------------------------------------
Signature, date: October 8, 1996 Signature, date: (signature)
--------------- -----------
[illegible]96 M.P.
-------------
[Round seal stating as below] [Round seal stating as below]
ROSKOMNEDR The Committee for [illeg.] resources
Primorskiy Krai Russian State logo in the middle
Committee for geology and use of
mineral wealth
Head of the enterprise
receiving the license
XXXXXXXX, Xxxxxxx Zaharovich
----------------------------
(surname, first name, patronymic)
-----------------------------
[partially visible round seal with the following words]
Russian Federation [illegible]
Exhibit A.4
7
0
XXXXXX XXXXXX XXXXXXXX XXXXX
XXXXXXX XXXXXXXX XX XXXXXXXXXX
WESTERN DIVISION
000 XXXXX XXXXXX XXXXXX, XXXX X-0
XXX XXXXXXX, XX 00000
000-000-0000
(seal)
XXXXXX X. XXXXXX
Clerk of Court
COURT INTERPRETER SERVICES
DECLARATION OF INTERPRETER
I, the undersigned say I am an Official Court interpreter of English and
Russian. I certify that the attached translation from Russian into English is
true and correct to the best of my abilities and belief.
DESCRIPTION OF DOCUMENT(S)
LICENSE
for the right to use earth's mineral wealth No. 09593
issued to ZAO Chrustalnoye Ore Mining Company
LEGEND; All text in the translation contained in brackets ([ ]) represents
translator's comments or explanatory remarks.
Executed this 16th day of November, 1998, at Agoura Hills, California.
Xxxxxxx Xxxxx
--------------
/s/ Xxxxxxx Xxxxx
--------------
Signature of Interpreter
Case No. N/A
Case Name: N/A
No. of words: 593
Exhibit B.1
8
8
The Russian Federation
Committee
for geology and
the use of earth's mineral wealth
of the PRIMORGEOLKSM
The Primorsky
Territorial
Geological Fund
REGISTERED
November 29], 1996
Chief of the T.G.F. (signature)
(Logo of the USSR)
LICENSE
for the right to use earth's mineral wealth
VLV 09593 BR
--- ----- --
Series Number Type of license
Is issued to: PRIVATE STOCK COMPANY [ZAO]
---------------------------
(subject of the entrepreneurial activity receiving
"CHRUSTALNOYE ORE MINING COMPANY"
---------------------------------
this license)
--------------------------------------------------------------------------------
in the person of: Director General
(first name, patronymic, surname of the person
representing the subject of
Xxxxxxx Zakharovich LATYSHEV
----------------------------
the entrepreneurial activity)
with the target purpose and type of operations:
search, prospecting and mining of silver ores at the
----------------------------------------------------
Zamanchiviy section of the Kumirniy ore field.
----------------------------------------------
The section of the mineral wealth is located in:
The Terneisky region of the Primorsky Krai
--------------------------------------------
(Name of the populated point, region, county, krai,
republic)
Description of the boundaries of the mineral wealth section, coordinates of the
corner points, copies of the topography plans, cross sections and others are
found in appendix:
No. 1
-----
(Number of the appendix)
The right to use land sections is received from:
The administration of the Terneisky Region
------------------------------------------
Resolution No. 626 of November 9, 1994.
--------------------------------------
(Name of the authority issuing the permission, the
number of the resolution, the date)
Exhibit B.2
9
9
Copies of the documents and the description of the boundaries of the land
section are found in Appendix:
2.
-
(Number of the appendix, quantity of pages)
The section of earth's mineral wealth has the status of:
mining extraction
(geological or mining extraction)
Expiration of the license's validity:
31st of December, 2019
----------------------
(day, month, year)
The following documents are integral component parts of the present license:
1. Appendix 1. Layout of the mining extraction with the scale of
1:10000 on 1 sheet
(name of the document, number of pages).
2.
3. Appendix 2. Resolution by the administration of the Terneisky
region No. 626 of November 9, 1994 - 1 page.
Appendix 3. The licensing agreement concerning the conditions
for use of earth's mineral wealth - 5 pages.
Appendix 4. The Minutes No. 74 of the expert commission meeting
regarding licensing of sites for use of earth's
mineral wealth - 5 pages
Appendix 5. Information concerning the user of earth's mineral
wealth - 1 page.
Appendix 6. Order to re-legalize the licenses - 1 page
Appendix 7. The statement by the Chrustalneskaya tin company
regarding the transfer of mineral wealth use rights -
1 page.
Appendix 8. The statement by the ZAO GK Chrustalnaya
concerning re-legalizing of the licenses and an
extract from the transfer deed - 2 pages.
Exhibit B.3
10
10
--------------------------------------------------------------------------------
Authorized representative Authorized representative
of the Russian Federation of the Office of State Authority
Committee for Geology and for the subject of the Federation
use of earth's mineral wealth
SAMOVAROV, Xxxxx Xxxxxxxxx STOMATIUK, Xxxxxxx Xxxxxxxxxxx
-------------------------- ------------------------------
(Surname, first name, patronymic) (Surname, first name, patronymic)
(Signature)
----------- ----------------------------------
Signature, date: October 8, 1996 Signature, date: (signature)
--------------- -----------
[illegible]96
[Round seal stating as below] [Round seal stating as below]
ROSKOMNEDR The Committee for [illeg.] resources
Primorskiy Krai of [illegible] Krai
Committeefor geology and Russian State Logo in the middle
use of mineral wealth
Russian State logo in the middle
Head of the enterprise
receiving the license:
XXXXXXXX, Xxxxxxx Zaharovich
(surname, first name, patronymic)
--------------------------------
Signature, date (signature) December 24, 1996
-----------------------------
[Round seal with the following words]
Russian Federation
K[illegible] subsidiary of the ZAO Ore Mining Company "Chrustalnaya"
Logo in center with letters of M.....GRK
Exhibit B.4
11
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XXXXXX XXXXXX XXXXXXXX XXXXX
XXXXXXX XXXXXXXX XX XXXXXXXXXX
WESTERN DIVISION
000 XXXXX XXXXXX XXXXXX, XXXX X-0
XXX XXXXXXX, XX 00000
000-000-0000
(seal)
XXXXXX X. XXXXXX
Clerk of Court
COURT INTERPRETER SERVICES
DECLARATION OF INTERPRETER
I, the undersigned say I am an Official Court interpreter of English and
Russian. I certify that the attached translation from Russian into English is
true and correct to the best of my abilities and belief.
DESCRIPTION OF DOCUMENT(S)
Table
"Reserves of metals in the ores of deposits and potential annual output volumes"
LEGEND; All text in the translation contained in brackets ([ ]) represents
translator's comments or explanatory remarks.
Executed this 16th day of November, 1998, at Agoura Hills, California.
Xxxxxxx Xxxxx
--------------
/s/ Xxxxxxx Xxxxx
--------------
Signature of Interpreter
Case No. N/A
Case Name: N/A
No. of words: 249
Exhibit C.1
12
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RESERVES OF METALS IN THE ORES OF DEPOSITS AND POTENTIAL ANNUAL OUTPUT VOLUMES
------------------------------------------------------------------------------
Maximum
Annual possible
Proven volume of annual
Deposits, Reserves Forecasted Total output, vol. of
metals Category reserves reserves anticipated output
------------------------ --------- ---------- --------- ------------ -----------
------------------------ --------- ---------- --------- ------------ -----------
1 2 3 4 5 6
------------------------ --------- ---------- --------- ------------ -----------
------------------------ --------- ---------- --------- ------------ -----------
1. Tin ore deposits
"Iskra"
Tin, tons 7600 6000 13600 1700 2000
------------------------ --------- ---------- --------- ------------ -----------
2. Silver ore deposits
"Kumirnoye" section
"Zamanchiviv"
Silver, tons x 269-469 269-469 22 40
Gold, tons x 120-190 120-190 10 18
------------------------ --------- ---------- --------- ------------ -----------
3. Polymetal deposit
"Shcherbakovskoye"
Lead, tons 63280 x 63280 6410 12820
Zinc, tons 84900 x 84900 8930 17860
Tin, tons 2400 x 2400 240 480
Silver, tons 257 x 257 25.2 50.4
------------------------ --------- ---------- --------- ------------ -----------
4. Polymetal deposits
"Fasoinoye"
Lead, tons 22000 118000 140000 8720 13.08
Zinc, tons 26000 143000 169000 10540 15.81
Silver, tons 42 232 274 17.2 25.8
------------------------ --------- ---------- --------- ------------ -----------
5. Tin-polymetal
deposit "Yubileynoye"
Tin, tons 6690 x 6690 670 1000
Lead, tons 1140 x 1140 120 180
Zinc, tons 16480 x 16480 1600 2500
Copper, tons 2760 x 2760 270 430
Silver, tons 54.6 x 382 38 60
------------------------ --------- ---------- --------- ------------ -----------
6. Gold ore field
"Porozhistoye"
Gold, kg. 88 8908 8996 530
------------------------ --------- ---------- --------- ------------ -----------
7. Gold-silver ore
field "Mineralnoye"
Gold, kg. 560 7700 8260 460 720
Silver, tons 56 110 166 9
------------------------ --------- ---------- --------- ------------ -----------
8. Gold-silver ore
deposits "Soyuznoye"
Gold, kg. 230 1500 1730 100 150
Silver, tons 17 120 137 8 12
------------------------ --------- ---------- --------- ------------ -----------
9. Gold-silver ore
field "Vasilkovskoye"
Gold, kg x 2500 2500 300 500
Silver, tons x 250 250 30 50
------------------------ --------- ---------- --------- ------------ -----------
10. Gold-silver ore
deposit "Vershinnoye"
Gold, kg x 5000 5000 310 500
Silver, tons x 500 500 30 50
------------------------ --------- ---------- --------- ------------ -----------
13
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XXXXXX XXXXXX XXXXXXXX XXXXX
XXXXXXX XXXXXXXX XX XXXXXXXXXX
WESTERN DIVISION
000 XXXXX XXXXXX XXXXXX, XXXX X-0
XXX XXXXXXX, XX 00000
000-000-0000
(seal)
XXXXXX X. XXXXXX
Clerk of Court
COURT INTERPRETER SERVICES
DECLARATION OF INTERPRETER
I, the undersigned say I am an Official Court interpreter of English and
Russian. I certify that the attached translation from Russian into English is
true and correct to the best of my abilities and belief.
DESCRIPTION OF DOCUMENT(S)
Description of locations of deposits and ownership of licenses
by ZAO GRK "Chrustalnaya" and AO "Dalmorgeo"
LEGEND; All text in the translation contained in brackets ([ ]) represents
translator's comments or explanatory remarks.
Executed this 16th day of November, 1998, at Agoura Hills, California.
Xxxxxxx Xxxxx
--------------
/s/ Xxxxxxx Xxxxx
--------------
Signature of Interpreter
Case No. N/A
Case Name: N/A
No. of words: 114
Exhibit C.3
13
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The "Iskra" deposit is in the Kavalerovsky region; at the present time
it is actively mined. The silver carrying "Kumirnoye" deposit is located in the
Terneysky region of the Primorsky krai [province]; requires prospecting.
The remaining deposits are in the Olginsky region.
The area of the Soboliniy ore junction requires completion of
geological study for the purpose of identification of a gold ore site with
complex copper molybdenum ores. The forecasted resources of the area are
evaluated at 120 tons of gold, the reserves of copper ores at 15 thousand tons.
The polymetallic deposits of Shcherbakovskoye, Fasolnoye, Jubileynoye
require completion of prospecting, the remaining ones [require] prospecting
accompanied by mining.
ZAO GRK "Chrustalnaya" is the owner of the licenses for the deposits of
"Iskra" [and] "Kurnirnoye". The "Porozhistoye" deposit is AO "Dalmorgeo's. There
is an opportunity to draw up licenses for the remaining deposits.
Exhibit X.0
00
00
XXXXXX XXXXXX DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
WESTERN DIVISION
000 XXXXX XXXXXX XXXXXX, XXXX X-0
XXX XXXXXXX, XX 00000
000-000-0000
(seal)
XXXXXX X. XXXXXX
Clerk of Court
COURT INTERPRETER SERVICES
DECLARATION OF INTERPRETER
I, the undersigned say I am an Official Court interpreter of English and
Russian. I certify that the attached translation from Russian into English is
true and correct to the best of my abilities and belief.
DESCRIPTION OF DOCUMENT(S)
Information sheet stating the limits for cutting of lumber, volumes of
procurement, potential export volume,
residual value of "Chrustalnaya" Ore Mining Company's fixed assets
LEGEND; All text in the translation contained in brackets ([ ]) represents
translator's comments or explanatory remarks.
Executed this 16th day of November, 1998, at Agoura Hills, California.
Xxxxxxx Xxxxx
--------------
/s/ Xxxxxxx Xxxxx
--------------
Signature of Interpreter
Case No. N/A
Case Name: N/A
No. of words: 412
Exhibit C.5
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The limits of cutting down lumber in the Primorsky Krai are
approximately 4 million cubic meters per year. At the present time approximately
50% is achieved.
In order to obtain a permit to conduct lumber cutting operations it is
necessary to - conduct an attestation of the enterprise with the federal forest
service regarding the subject of
readiness of the enterprise to carry out lumber cutting works and the
proposed technology; - coordinate with the administration and the federal forest
service the locations of proposed sites for
the felling, which are not secured to [some] enterprises, and to draw them
up as rentals for an expended period; to formalize the licenses.
The volumes of procurement of lumber materials and processing of them at
the enterprise depend on obtaining equipment for producing work and on
specialists.
The initial real volume of procurement of timber is 100 thousand cubic
meters per year and purchases from the neighboring lumber procuring enterprises
- 200 thousand cubic meters per year with the removal of this timber to
processing facilities and with complex processing [of it].
With the enterprise developed the volume of procurement in the future can
be brought up to 500 thousand cubic meters per year; the complex processing
(with the availability of equipment) permits the production of saw-timber,
technological chips, OSB boards, which are used to manufacture the panels in
home constructions, furniture, as well as shipments for export. Waste could be
used for the production of thermal and electrical power.
The possible [potential] volume of exports of non-processed timber and
saw-timber [is] 10 to 30% of the volume of procurement. The volume of exports of
the OSB boards at the annual manufacture of it in the quantity of 13,000,000
square meters will depend on demand from the domestic market.
The residual value of GRK "Chrustalnaya's fixed assets, rented by the OOO
[Limited Liability Company] "Stanum," consists of 2,922 thousand $, including
the main [capital] and auxiliary equipment of the departments of the company,
and is distributed in the following way:
1. The main, auxiliary equipment of the enrichment factory OOO [Ltd.] "Stanum"
1. Power - electric engines, transformers, distribution boards, tractors
residual value - 12.5 thousand $ degree of wear and tear
[depreciation] - 78%
2. The main operating equipment for preparation of the ore for enrichment are
the cone breakers of large, medium and fine crushing, classifiers, screens,
xxxxx.
residual value - 37.2 thousand $
degree of wear and tear [depreciation] - 80%
Exhibit C.7
