EXHIBIT 10(i)
PARTNERSHIP AGREEMENT
This Agreement is entered into on 12/7/1427H, corresponding to 6/8/2006 by and
between:
1- Arabian American Development Company, previously known as Arabian
Shield Development Company, a company organized and existing under
the laws of the State of Delaware, having its head xxxxxx xx Xxxxx
Xxxxxxx Xxxxxxx Xxx- Xxxxxx-00000 XXX, herein represented by XX.
XXXXX XX-XXXXXX, MANAGER OF ITS KINGDOM BRANCH, hereinafter referred
to as (FIRST PARTY); and
2- Thamarat Najran Company, a company organized and existing under the
laws of the Kingdom of Saudi Arabia, C.R No. 5950010275 dated
06.01.1426H, having its head office at Najran, herein represented by
ENGINEER XXXXX XXXXXXXXXXX XX-XXXXX, MANAGER.
3- Qasr AL-Ma'adin Corporation, owned by His Royal Highness, Prince
Nawaf bin Mish'al bin Saud bin Xxxxx Xxxx, C.R. No. 1010220095 dated
10.05.1427H, having its head office at Riyadh, herein represented by
HIS ROYAL HIGHNESS, PRINCE NAWAF BIN MISH'AL BIN SAUD BIN XXXXX
XXXX.
4- Durrat Xx-Xxxxxx' Corporation, owned by Xx. Xxxxxxx bin Mani' bin
Sultan Abal'ala, C.R. No. 1010220094, having its head office at
Riyadh, herein represented by XX. XXXXXXX BIN MANI' BIN SULTAN
ABAL'ALA.
(HEREIN REFERRED TO SEVERALLY AND JOINTLY AS "SECOND PARTY")
PREAMBLE
Confirming all the previous negotiations and discussions between the two
parties above, the parties above intend to establish a closed joint stock
between Arabian American Development Company, previously known as Arabian
Shield Development Company, whose branch in Saudi Arabia still operates
under the previous name and the second party. The head office of the
planned company shall be located at Jeddah, and its object shall be
exploiting the mining franchise granted to Arabian Shield Development
Company pursuant to the Royal Decree No. 137 dated 05.11.1413H. with total
project Financing, which according to estimates made by specialist
companies $ 120.000.000 (One Hundred Twenty Million American Dollars), and
the paid up capital should be $ 60.000.000 (Sixty Million Dollar) with
shares equally distributed between the two parties: 50% for the First
Party and 50% distributed among the other present partners or new partners
designated later by the Second Party, who shall have the right to name
them and designate the share of each within the 50% allocated for the
Second Party.
NOW THEREFORE, it has been agreed as follows:
FIRST: The above preamble is considered an integral part of this
Agreement.
SECOND: The two parties agree to establish a joint stock company with a
mixed capital under the name (AL MASANE AL KOBRA MINING COMPANY),
hereinafter referred to as (The Joint Company), having its head office at
Jeddah and shall be entitled to establish branches within and without the
Kingdom.
THIRD: The two parties agree that the Joint Sock Company's total financing
shall be $ 120.000,000 (One Hundred Twenty Million American Dollars), 50%
to be paid by each party, and the paid capital shall be $ 60 000 000
(Sixty Million American Dollars) to be paid by the Second party as
follows:
a- $ 30.000.000 (Thirty Million American Dollars) against its capital
share (50%).
b- $ 30.000.000 (Thirty Million American Dollars) to be paid by the
Second Party on behalf of the First Party against the value of First
Party's effort, expertise, assets and franchise right granted
pursuant to Royal Decree No. 137 dated 05.11.1413H. The partners of
the company shall, within six months following its incorporation,
seek to provide the amount of $ 60000000 (Sixty Million American
Dollars) by any means, including loans from Saudi Industrial
Development Fund SIDF or/and local banks, in order to cover the
entire share in Company's total capital.
FOURTH: The two parties agree to form the first Board of Directors for the mixed
company of six members: three representing the First Party and three
representing the Second Party. The directors' powers and determinative effect of
their resolutions shall be provided for in separate contracts or in the Joint
Stock Company's articles of association. The chairman of the Board shall be of
the Saudi partners' representatives, however, without casting vote. Each party
shall nominate its representatives within fifteen days from the date of a
request made by the Ministry of Commerce & Industry to that effect.
FIFTH: The two parties agree that the Joint Stock Company's activity shall be
the mining of known base metals' ore (copper and zinc), concomitant metals (gold
and silver), in addition to producing condensed copper and zinc and gold and
silver alloys, in accordance with the franchise right granted to Arabian Shield
Development Company by virtue of Royal Decree No. 137 dated 05.11.1423H.
SIXTH: The two parties agree to the transfer of the exploration license
application filed in the name of the First Party to the name of the Joint Stock
Company, after the latter's incorporation, for obtaining the exploration license
and franchise later.
SEVENTH: The two parties agree to the transfer of the mining franchise granted
to the First Party to the Joint Stock Company after its incorporation.
EIGHTH: The two parties agree that Kadasa Law Firm, of X.X.Xxx 00000 Xxxxxx
00000 shall be the address For all notices and correspondence during the
incorporation phase.
NINTH: The two parties shall seek to solve any dispute arising from this
Agreement amicably. However, if the two parties fail to reach an amicable
solution, both parties consent to refer any dispute to an arbitration board
formed in accordance with the provisions of the Saudi Arbitration Law issued by
virtue of the Royal Decree No M/46 dated 12/07/1403, and the Saudi Law shall be
the applicable law.
TENTH: This Agreement supersedes all previous agreements if any and memoranda of
understanding between the two parties, and should be binding to them and
enforceable against them after been signed.
FIRST PARTY
ARABIAN SHIELD DEVELOPMENT CO
NAME: HATEM EL-KHALIDI
SIGNATURE: /s/Hatem El-Khalidi
SECOND PARTY INCLUDES:
1-THAMARAT NAJRAN CO.
NAME: XXXXX X. XXXXXXX
SIGNATURE: /s/Xxxxx X. Xxxxxxx
2-QASR AL-MA'ADIN CORPORATION 3-DURRAT XX-XXXXXX'CORPORATION
NAME: Raad Kadasa NAME: Raad Kadasa
SIGNATURE: /s/Raad Kadasa SIGNATURE: /s/Raad Kadasa
