EXHIBIT 99.1
CONSULTANT COMPENSATION AGREEMENT
THIS CONSULTANT COMPENSATION AGREEMENT (the "Agreement") is made this 27th day of August 2002,
between San Xxxxxxxx Resources, Inc., a British Columbia company ("San Xxxxxxxx"), having its address at Suite 1120 -
000 Xxxx Xxxxxx, Xxxxxxxxx X.X.,X0X 0X0, and Xxxxxxx X. Xxxxxx ("Xxxxxx") having an address at 000-0000 Xxxxxx
Xxxxx, Xxxx Xxxxxxxxx X.X., X0X 0X0, who has executed and delivered this Agreement by the execution and delivery of
the Counterpart Signature Page which is designated as Exhibit "A".
WHEREAS, the Board of Directors of San Xxxxxxxx has adopted a written compensation agreement for compensation of
Xxxxxx, a natural person; and
WHEREAS, San Xxxxxxxx engaged Xxxxxx to provide services at the request of and subject to the satisfaction of its
management, for which San Xxxxxxxx agrees to compensate Xxxxxx; and
WHEREAS, Xxxxxx has provided services at the request and subject to the approval of the management of San Xxxxxxxx;
and
WHEREAS, a general description of the nature of the services performed and to be performed and the maximum value of
such services under the Agreement is set forth in Exhibit "B" thereto; and
WHEREAS, San Xxxxxxxx and Xxxxxx intend that the Agreement and the services performed hereunder were and shall be
made, requested and performed in such a manner that the Agreement shall be a "written compensation agreement" as
defined in Rule 405 of the Securities and Exchange Commission ("Commission") pursuant to which San Xxxxxxxx may
issue "freely tradable" Common Shares (except as may be limited by "affiliate" status) in its capital stock (the "Shares") as
payment for services rendered pursuant to an S-8 Registration Statement to be filed with the Commission by San Xxxxxxxx;
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, it is agreed:
Section 1
Compensation Plans
1.1 Employment. San Xxxxxxxx hereby employs Xxxxxx and Xxxxxx hereby accepts such employment, and has performed
and, if applicable, will perform the services requested by management of San Xxxxxxxx to its satisfaction during the term
hereof. The services performed by Xxxxxx hereunder have been and will be personally rendered by Xxxxxx and no one
acting for or on behalf of Xxxxxx, except those persons normally employed by Xxxxxx in rendering services to others, such
as secretaries, bookkeepers and the like.
1.2 Independent Contractor. Regardless of Xxxxxx'x status as "employee" under Rule 405 of the Commission, all services
rendered by Xxxxxx hereunder have been rendered as an independent contractor, and Xxxxxx shall be liable for any taxes,
withholding or other similar taxes or charges, and Xxxxxx shall indemnify and hold San Xxxxxxxx harmless therefrom; it is
understood and agreed that the value of all such items has been taken into account by Xxxxxx in computing the billable rate
for the services Xxxxxx has rendered and agreed to render to San Xxxxxxxx.
1.3 Term. All services performed at the request of San Xxxxxxxx by Xxxxxx have either been performed or completed, or
shall be performed within twelve months from the date hereof, at which time the Agreement shall terminate.
1.4 Payment. San Xxxxxxxx and Xxxxxx agree that San Xxxxxxxx shall pay the invoices of Xxxxxx for the services
performed under the Agreement by the issuance of Shares with an agreed upon value of $0.125 per share; provided,
however, that the Shares shall be issued pursuant to and shall be subject to the filing and effectiveness of a Registration
Statement on Form S-8 covering the Shares with the Commission.
1.5 Invoices for Services. Xxxxxx has provided or shall provide San Xxxxxxxx with written invoices detailing the services
duly performed and/or the retainer or flat fee for such services. Such invoices shall be paid by San Xxxxxxxx in accordance
with Section 1.4 above. The submission of an invoice for the services performed by Xxxxxx shall be deemed to be a
subscription to purchase Shares at the price outlined in Section 1.4 above, subject only to the filing and effectiveness of a
Registration Statement on Form S-8 covering the Shares with the Commission.
1.6 Common Share Price. To the extent deemed required or necessary and for all purposes of the Agreement, Xxxxxx shall
have an "option" with a cashless exercise, covering the Shares at the per share price set forth in paragraph 1.4 above during
the term hereof; Xxxxxx assume the risk of any decrease in the per share price or value of the Shares that may be issued by
San Xxxxxxxx for services performed by Xxxxxx hereunder, and Xxxxxx agrees that any such decrease shall in no way affect
the rights, obligations or duties of Xxxxxx hereunder.
1.7 Limitation on Services. None of the services rendered by Xxxxxx and paid for by the issuance of Shares shall be
services related to any "capital raising" transaction.
1.8 Delivery of Shares. Subject to the filing and effectiveness of a Registration Statement on Form S-8 of the Commission
covering the Shares, one or more stock certificates representing the Shares shall be delivered to Xxxxxx at the address listed
on the Counterpart Signature Pages, unless another address shall be provided to San Xxxxxxxx in writing prior to the
issuance of the Shares.
1.9 Adjustments in the Number of Common Shares in the Capital Stock and Price per Share. San Xxxxxxxx and Xxxxxx
agree that the per share price of the Shares that may be issued by San Xxxxxxxx to Xxxxxx for services performed under the
Agreement has been arbitrarily set by San Xxxxxxxx, and was determined based upon an agreed upon value of the Shares at
the time of this Agreement; however, in the event San Xxxxxxxx shall undergo a merger, consolidation, reorganization,
recapitalization, declare a stock dividend of its Common Shares or cause to be implemented a forward or reverse stock split
which affects the present number of issued and outstanding Common Shares in the capital stock of San Xxxxxxxx prior to
the issuance of the Shares to Xxxxxx, that the per share price and the number of Shares issuable to Xxxxxx for services
actually rendered hereunder after such event shall be appropriately adjusted to reflect any such event.
Section 2
Representations and Warranties of San Xxxxxxxx
San Xxxxxxxx represents and warrants to, and covenants with, Xxxxxx as follows:
2.1 Corporate Status. San Xxxxxxxx is a company duly organized, validly existing and in good standing under the laws of
the Province of British Columbia and is licensed or qualified as a foreign corporation in all states in which the nature of its
business or the character or ownership of its properties makes such licensing or qualification necessary.
2.2 Compensation Plans. The Board of Directors of San Xxxxxxxx has duly adopted a Compensation Plan as defined in
Rule 405 of the Commission pursuant to which San Xxxxxxxx may issue "freely tradable" Common Shares in its capital
stock as payment for services rendered, subject to the filing and effectiveness of an S-8 Registration Statement to be filed
with the Commission by San Xxxxxxxx.
2.3 Registration Statement on Form S-8. San Xxxxxxxx shall engage the services of a competent professional to prepare
and file a Registration Statement on Form S-8 with the Commission to cover the Shares to be issued under the Plan; shall
cooperate with such professional in every manner whatsoever to the extent reasonably required or necessary so that such
Registration Statement shall be competently prepared, which such Registration Statement shall not contain any untrue
statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in light
of the circumstances under which they were made, not misleading, and which such Registration Statement shall become
effective immediately upon its filing; such Registration Statement shall be prepared at the sole cost and expense of San
Xxxxxxxx; and San Xxxxxxxx will provide to Xxxxxx prior to the issuance and delivery of the Shares a copy of such
Registration Statement, the Compensation Plan adopted by its Board of Directors, all quarterly, annual or current reports or
other documents incorporated by reference into such Registration Statement and any other similar reports filed or publicly
disseminated following the effective date of any such Registration Statement.
2.4 Federal and State Securities Laws, Rules and Regulations. San Xxxxxxxx shall fully comply with any and all federal or
state securities laws, rules and regulations governing the issuance of the Shares.
2.5 Limitation on Services. San Xxxxxxxx shall not request Xxxxxx to perform any services in connection with any "capital
raising" transaction under the Agreement.
2.6 Reports with the Commission. San Xxxxxxxx is required to file reports with the Commission pursuant to Section 13 of
the Securities Exchange Act of 1934, as amended (the "1934 Act"), and San Xxxxxxxx has or will file with the Commission
all reports required to be filed by it forthwith, and shall continue to file such reports with the Commission so long as
required, but for a period of not less than one year; and such reports are or will be true and correct in every material respect.
2.7 Corporate Authority and Due Authorization. San Xxxxxxxx has full corporate power and authority to enter into the
Agreement and to carry out its obligations hereunder. Execution of the Agreement and performance by San Xxxxxxxx
hereunder have been duly authorized by all requisite corporate action on the part of San Xxxxxxxx, and the Agreement
constitutes a valid and binding obligation of San Xxxxxxxx and performance hereunder will not violate any provision of the
Articles of Incorporation, Bylaws, agreements, mortgages or other commitments of San Xxxxxxxx.
Section 3
Representations and Warranties of Xxxxxx
Xxxxxx represents and warrants to, and covenants with, San Xxxxxxxx as follows:
3.1 Employment. Xxxxxx hereby accepts employment by San Xxxxxxxx for the services performed pursuant to this
Agreement. The services performed by Xxxxxx hereunder have been personally rendered by Xxxxxx and persons whom he
employs or contracts with in the regular course of business.
3.2 Sophisticated Investors. Xxxxxx represents and warrants that, by reason of income, net assets, education, background
and business acumen, Xxxxxx has the experience and knowledge to evaluate the risks and merits attendant to an investment
in Common Shares in the capital stock of San Xxxxxxxx, either singly or through the aid and assistance of a competent
professional, and is fully capable of bearing the economic risk of loss of the total investment of services.
3.3 Suitability of Investment. Prior to the execution of the Agreement, Xxxxxx shall have provided the services outlined in
the respective Counterpart Signature Pages to San Xxxxxxxx, and Xxxxxx fully believes that an investment in Common
Shares in the capital stock of San Xxxxxxxx is a suitable investment for Xxxxxx
3.4 Limitation on Services. None of the services rendered by Xxxxxx and paid for by the issuance of the Shares shall be
services related to any "capital raising" transaction.
3.5 Authority and Authorization. Xxxxxx has full power and authority to enter into the Agreement and carry out the
obligations hereunder. Execution of the Agreement and performance by Xxxxxx hereunder constitutes a valid and binding
obligation of Xxxxxx and performance hereunder will not violate any other agreement to which he is a party.
Section 4
Indemnity
4.1 San Xxxxxxxx and Xxxxxx agree to indemnify and hold the other harmless for any loss or damage resulting from any
misstatement of a material fact or omission to state a material fact by the other contained herein or contained in the S-8
Registration Statement of San Xxxxxxxx to be filed hereunder, to the extent that any misstatement or omission contained in
the Registration Statement was based upon information supplied by the other.
Section 5
Termination
5.1 Prior to the performance of services hereunder, the Agreement may be terminated (1) by mutual consent of San
Xxxxxxxx and Xxxxxx in writing; (2) by either the Directors of San Xxxxxxxx or Xxxxxx if there has been a material
misrepresentation or material breach of any warranty or covenant by the other party; and (3) shall automatically terminate
at the expiration of the term hereof, provided, however, all representations and warranties shall survive the termination
hereof; provided, further, however, that any obligation of San Xxxxxxxx to pay for any services actually rendered by Xxxxxx
hereunder shall survive any such termination.
Section 6
General Provisions
6.1 Further Assurances. At any time, and from time to time, after the execution hereof, each party will execute such
additional instruments and take such action as may be reasonably requested by the other party to carry out the intent and
purposes of the Agreement.
6.2 Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been given if
delivered in person or sent by prepaid first-class registered, over night or certified mail.
6.3 Entire Agreement. The Agreement constitutes the entire agreement between the parties and supersedes and cancels
any other agreement, representation, or communication, whether oral or written, between the parties hereto relating to the
transactions contemplated herein or the subject matter hereof.
6.4 Headings. The section and subsection headings in the Agreement are inserted for convenience only and shall not affect
in any way the meaning or interpretation of the Agreement.
6.5 Governing law. The Agreement shall be governed by and construed and enforced in accordance with the laws of
British Columbia.
6.6 Assignment. Neither San Xxxxxxxx nor Xxxxxx can assign any rights, duties or obligations under the Agreement, and
in the event of any such assignment, such assignment shall be deemed null and void.
6.7 Counterparts. The Agreement may be executed simultaneously in one or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed the Agreement effective the day and year first above written.
SAN XXXXXXXX RESOURCES, INC.
________________________________
Xxxxxxxx Xxxxxxxx
President, CEO and Director
EXHIBIT "A"
CONSULTANT COMPENSATION AGREEMENT
Counterpart Signature Page
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant Compensation Agreement between San Xxxxxxxx
Resources Inc. and the undersigned Consultant is executed as of the date set forth herein below.
Consultant:
_________________________________ Date: August 27th, 2002
Xxxxxx X. Xxxxxx M.A. (Econ)
EXHIBIT "B"
Number of Shares and Maximum Value of Services
The number of Common Shares in the capital stock of San Xxxxxxxx Resources Inc. (the "Company") to be issued to
Xxxxxx under an S-8 registration is not to exceed 100,000 (One Hundred Thousand) with the actual number issued
dependent in the view of the Board of Directors on the degree of accomplishment of the services to be performed on behalf
of the Company by Xxxxxx as set out below under General Description of Services to be Performed.
The maximum value of the services to be provided at a deemed price of US $0.125 will amount to a maximum of US
$12,500.
General Description of Services to be Performed
To assist in bringing up to date all Corporate and Regulatory Requirements of San Xxxxxxxx Resources Inc. including, but
not limited to Accounting and Auditing for the year ending December 31, 2001, 2001 Annual Report to be filed by way of
a Form 20 - F, Tax Returns for San Xxxxxxxx Resources Inc. and San Xxxxxxxx Resources (USA) Inc covering fiscal years
1999, 2000 and 2001, preparation of Circular and mail out to shareholders for Annual General Meeting.
XXXXXXX X. XXXXXX
August 27th, 2002
Xxxxxxxx Xxxxxxxx , President
San Xxxxxxxx Resources, Inc.
Xxxxx 0000 - 000 Xxxx Xxxxxx
Xxxxxxxxx X.X.X0X 0X0
Re: San Xxxxxxxx Resources
Dear Xx. Xxxxxxxx:
This will confirm the rendering of consulting services under my Consultant and Compensation Agreement with you in
exchange for 100,000 Common Shares in the capital stock of San Xxxxxxxx Resources, Inc.
Sincerely,
Xxxxxxx X. Xxxxxx M.A. (Econ)
CONSULTANT COMPENSATION AGREEMENT
THIS CONSULTANT COMPENSATION AGREEMENT (the "Agreement") is made this 27th day of August 2002,
between San Xxxxxxxx Resources, Inc., a British Columbia company ("San Xxxxxxxx"), having its address at Suite 1120 -
000 Xxxx Xxxxxx, Xxxxxxxxx X.X.,X0X 0X0, and I.M. Gogniat ("Gogniat") having an address at 0000 Xxxxxxxxxxx,
Xxxxxxxxxxx, who has executed and delivered this Agreement by the execution and delivery of the Counterpart Signature
Page which is designated as Exhibit "A".
WHEREAS, the Board of Directors of San Xxxxxxxx has adopted a written compensation agreement for compensation of
Gogniat, a natural person; and
WHEREAS, San Xxxxxxxx engaged Gogniat to provide services at the request of and subject to the satisfaction of its
management, for which San Xxxxxxxx agrees to compensate Gogniat; and
WHEREAS, Gogniat has provided services at the request and subject to the approval of the management of San Xxxxxxxx;
and
WHEREAS, a general description of the nature of the services performed and to be performed and the maximum value of
such services under the Agreement is set forth in Exhibit "B" thereto; and
WHEREAS, San Xxxxxxxx and Gogniat intend that the Agreement and the services performed hereunder were and shall be
made, requested and performed in such a manner that the Agreement shall be a "written compensation agreement" as
defined in Rule 405 of the Securities and Exchange Commission ("Commission") pursuant to which San Xxxxxxxx may
issue "freely tradable" Common Shares (except as may be limited by "affiliate" status) in its capital stock (the "Shares") as
payment for services rendered pursuant to an S-8 Registration Statement to be filed with the Commission by San Xxxxxxxx;
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, it is agreed:
Section 1
Compensation Plans
1.1 Employment. San Xxxxxxxx hereby employs Gogniat and Gogniat hereby accepts such employment, and has
performed and, if applicable, will perform the services requested by management of San Xxxxxxxx to its satisfaction during
the term hereof. The services performed by Gogniat hereunder have been and will be personally rendered by Gogniat and
no one acting for or on behalf of Gogniat, except those persons normally employed by Gogniat in rendering services to
others, such as secretaries, bookkeepers and the like.
1.2 Independent Contractor. Regardless of Gogniat's status as "employee" under Rule 405 of the Commission, all services
rendered by Gogniat hereunder have been rendered as an independent contractor, and Gogniat shall be liable for any taxes,
withholding or other similar taxes or charges, and Gogniat shall indemnify and hold San Xxxxxxxx harmless therefrom; it is
understood and agreed that the value of all such items has been taken into account by Gogniat in computing the billable
rate for the services Gogniat has rendered and agreed to render to San Xxxxxxxx.
1.3 Term. All services performed at the request of San Xxxxxxxx by Gogniat have either been performed or completed, or
shall be performed within twelve months from the date hereof, at which time the Agreement shall terminate.
1.4 Payment. San Xxxxxxxx and Xxxxxxx agree that San Xxxxxxxx shall pay the invoices of Gogniat for the services
performed under the Agreement by the issuance of Shares with an agreed upon value of $0.125 per share; provided,
however, that the Shares shall be issued pursuant to and shall be subject to the filing and effectiveness of a Registration
Statement on Form S-8 covering the Shares with the Commission.
1.5 Invoices for Services. Gogniat has provided or shall provide San Xxxxxxxx with written invoices detailing the services
duly performed and/or the retainer or flat fee for such services. Such invoices shall be paid by San Xxxxxxxx in accordance
with Section 1.4 above. The submission of an invoice for the services performed by Gogniat shall be deemed to be a
subscription to purchase Shares at the price outlined in Section 1.4 above, subject only to the filing and effectiveness of a
Registration Statement on Form S-8 covering the Shares with the Commission.
1.6 Common Share Price. To the extent deemed required or necessary and for all purposes of the Agreement, Gogniat
shall have an "option" with a cashless exercise, covering the Shares at the per share price set forth in paragraph 1.4 above
during the term hereof; Gogniat assume the risk of any decrease in the per share price or value of the Shares that may be
issued by San Xxxxxxxx for services performed by Gogniat hereunder, and Gogniat agrees that any such decrease shall in no
way affect the rights, obligations or duties of Gogniat hereunder.
1.7 Limitation on Services. None of the services rendered by Gogniat and paid for by the issuance of Shares shall be
services related to any "capital raising" transaction.
1.8 Delivery of Shares. Subject to the filing and effectiveness of a Registration Statement on Form S-8 of the Commission
covering the Shares, one or more stock certificates representing the Shares shall be delivered to Gogniat at the address
listed on the Counterpart Signature Pages, unless another address shall be provided to San Xxxxxxxx in writing prior to the
issuance of the Shares.
1.9 Adjustments in the Number of Common Shares in the Capital Stock and Price per Share. San Xxxxxxxx and Gogniat
agree that the per share price of the Shares that may be issued by San Xxxxxxxx to Xxxxxxx for services performed under the
Agreement has been arbitrarily set by San Xxxxxxxx, and was determined based upon an agreed upon value of the Shares at
the time of this Agreement; however, in the event San Xxxxxxxx shall undergo a merger, consolidation, reorganization,
recapitalization, declare a stock dividend of its Common Shares or cause to be implemented a forward or reverse stock split
which affects the present number of issued and outstanding Common Shares in the capital stock of San Xxxxxxxx prior to
the issuance of the Shares to Gogniat, that the per share price and the number of Shares issuable to Gogniat for services
actually rendered hereunder after such event shall be appropriately adjusted to reflect any such event.
Section 2
Representations and Warranties of San Xxxxxxxx
San Xxxxxxxx represents and warrants to, and covenants with, Gogniat as follows:
2.1 Corporate Status. San Xxxxxxxx is a company duly organized, validly existing and in good standing under the laws of
the Province of British Columbia and is licensed or qualified as a foreign corporation in all states in which the nature of its
business or the character or ownership of its properties makes such licensing or qualification necessary.
2.2 Compensation Plans. The Board of Directors of San Xxxxxxxx has duly adopted a Compensation Plan as defined in
Rule 405 of the Commission pursuant to which San Xxxxxxxx may issue "freely tradable" Common Shares in its capital
stock as payment for services rendered, subject to the filing and effectiveness of an S-8 Registration Statement to be filed
with the Commission by San Xxxxxxxx.
2.3 Registration Statement on Form S-8. San Xxxxxxxx shall engage the services of a competent professional to prepare
and file a Registration Statement on Form S-8 with the Commission to cover the Shares to be issued under the Plan; shall
cooperate with such professional in every manner whatsoever to the extent reasonably required or necessary so that such
Registration Statement shall be competently prepared, which such Registration Statement shall not contain any untrue
statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in light
of the circumstances under which they were made, not misleading, and which such Registration Statement shall become
effective immediately upon its filing; such Registration Statement shall be prepared at the sole cost and expense of San
Xxxxxxxx; and San Xxxxxxxx will provide to Gogniat prior to the issuance and delivery of the Shares a copy of such
Registration Statement, the Compensation Plan adopted by its Board of Directors, all quarterly, annual or current reports or
other documents incorporated by reference into such Registration Statement and any other similar reports filed or publicly
disseminated following the effective date of any such Registration Statement.
2.4 Federal and State Securities Laws, Rules and Regulations. San Xxxxxxxx shall fully comply with any and all federal or
state securities laws, rules and regulations governing the issuance of the Shares.
2.5 Limitation on Services. San Xxxxxxxx shall not request Gogniat to perform any services in connection with any
"capital raising" transaction under the Agreement.
2.6 Reports with the Commission. San Xxxxxxxx is required to file reports with the Commission pursuant to Section 13 of
the Securities Exchange Act of 1934, as amended (the "1934 Act"), and San Xxxxxxxx has or will file with the Commission
all reports required to be filed by it forthwith, and shall continue to file such reports with the Commission so long as
required, but for a period of not less than one year; and such reports are or will be true and correct in every material respect.
2.7 Corporate Authority and Due Authorization. San Xxxxxxxx has full corporate power and authority to enter into the
Agreement and to carry out its obligations hereunder. Execution of the Agreement and performance by San Xxxxxxxx
hereunder have been duly authorized by all requisite corporate action on the part of San Xxxxxxxx, and the Agreement
constitutes a valid and binding obligation of San Xxxxxxxx and performance hereunder will not violate any provision of the
Articles of Incorporation, Bylaws, agreements, mortgages or other commitments of San Xxxxxxxx.
Section 3
Representations and Warranties of Gogniat
Gogniat represents and warrants to, and covenants with, San Xxxxxxxx as follows:
3.1 Employment. Gogniat hereby accepts employment by San Xxxxxxxx for the services performed pursuant to this
Agreement. The services performed by Gogniat hereunder have been personally rendered by Gogniat and persons whom he
employs or contracts with in the regular course of business.
3.2 Sophisticated Investors. Gogniat represents and warrants that, by reason of income, net assets, education, background
and business acumen, Gogniat has the experience and knowledge to evaluate the risks and merits attendant to an investment
in Common Shares in the capital stock of San Xxxxxxxx, either singly or through the aid and assistance of a competent
professional, and is fully capable of bearing the economic risk of loss of the total investment of services.
3.3 Suitability of Investment. Prior to the execution of the Agreement, Gogniat shall have provided the services outlined
in the respective Counterpart Signature Pages to San Xxxxxxxx, and Xxxxxxx fully believes that an investment in Common
Shares in the capital stock of San Xxxxxxxx is a suitable investment for Gogniat
3.4 Limitation on Services. None of the services rendered by Gogniat and paid for by the issuance of the Shares shall be
services related to any "capital raising" transaction.
3.5 Authority and Authorization. Gogniat has full power and authority to enter into the Agreement and carry out the
obligations hereunder. Execution of the Agreement and performance by Gogniat hereunder constitutes a valid and binding
obligation of Gogniat and performance hereunder will not violate any other agreement to which he is a party.
Section 4
Indemnity
4.1 San Xxxxxxxx and Xxxxxxx agree to indemnify and hold the other harmless for any loss or damage resulting from any
misstatement of a material fact or omission to state a material fact by the other contained herein or contained in the S-8
Registration Statement of San Xxxxxxxx to be filed hereunder, to the extent that any misstatement or omission contained in
the Registration Statement was based upon information supplied by the other.
Section 5
Termination
5.1 Prior to the performance of services hereunder, the Agreement may be terminated (1) by mutual consent of San
Xxxxxxxx and Xxxxxxx in writing; (2) by either the Directors of San Xxxxxxxx or Gogniat if there has been a material
misrepresentation or material breach of any warranty or covenant by the other party; and (3) shall automatically terminate
at the expiration of the term hereof, provided, however, all representations and warranties shall survive the termination
hereof; provided, further, however, that any obligation of San Xxxxxxxx to pay for any services actually rendered by
Gogniat hereunder shall survive any such termination.
Section 6
General Provisions
6.1 Further Assurances. At any time, and from time to time, after the execution hereof, each party will execute such
additional instruments and take such action as may be reasonably requested by the other party to carry out the intent and
purposes of the Agreement.
6.2 Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been given if
delivered in person or sent by prepaid first-class registered, over night or certified mail.
6.3 Entire Agreement. The Agreement constitutes the entire agreement between the parties and supersedes and cancels
any other agreement, representation, or communication, whether oral or written, between the parties hereto relating to the
transactions contemplated herein or the subject matter hereof.
6.4 Headings. The section and subsection headings in the Agreement are inserted for convenience only and shall not affect
in any way the meaning or interpretation of the Agreement.
6.5 Governing law. The Agreement shall be governed by and construed and enforced in accordance with the laws of
British Columbia.
6.6 Assignment. Neither San Xxxxxxxx nor Xxxxxxx can assign any rights, duties or obligations under the Agreement, and
in the event of any such assignment, such assignment shall be deemed null and void.
6.7 Counterparts. The Agreement may be executed simultaneously in one or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed the Agreement effective the day and year first above written.
SAN XXXXXXXX RESOURCES, INC.
________________________________
Xxxxxxxx Xxxxxxxx
President, CEO and Director
EXHIBIT "A"
CONSULTANT COMPENSATION AGREEMENT
Counterpart Signature Page
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant Compensation Agreement between San Xxxxxxxx
Resources Inc. and the undersigned Consultant is executed as of the date set forth herein below.
Consultant:
_________________________________ Date: August 27th, 2002
I.M. Gogniat
EXHIBIT "B'
Number of Shares and Maximum Value of Services
The number of Common Shares in the capital stock of San Xxxxxxxx Resources Inc. (the "Company") to be issued to
Gogniat under an S-8 registration is not to exceed 300,000 (Three Hundred Thousand) with the actual number issued
dependent in the view of the Board of Directors on the degree of accomplishment of the services to be performed on behalf
of the Company by Gogniat as set out below under General Description of Services to be Performed.
The maximum value of the services to be provided at a deemed price of US $0.125 will amount to a maximum of US
$37,500.
General Description of Services to be Performed
To assist in negotiating debt settlement agreements with outstanding and overdue bills payable to prepare the way for the
accounting to be brought current. Whereas it was stated in the Annual Report filed by way of a FORM 20-F;
"Failure of the Company to raise the required funds to pay the annual property holding costs may lead to the abandonment
of its property interests. In this case a change in business direction for the company may be required, in which case it could
cease to a mining exploration company."
Therefore the Board of Directors recognizes the need to work with consultants who could conduct a search for a joint
venture partner for its mineral properties, or find another direction as to the type of business in which the Company could
become involved, bring the parties together and produce the necessary regulatory filings and documentation involved,
thereby enhancing shareholder value.
I.M. GOGNIAT
August 27th, 2002
Xxxxxxxx Xxxxxxxx, President
San Xxxxxxxx Resources, Inc.
Xxxxx 0000 - 000 Xxxx Xxxxxx
Xxxxxxxxx X.X.X0X 0X0
Re: San Xxxxxxxx Resources
Dear Xx. Xxxxxxxx:
This will confirm the rendering of consulting services under my Consultant and Compensation Agreement with you in
exchange for 300,000 Common Shares in the capital stock of San Xxxxxxxx Resources, Inc.
Sincerely,
I.M. Gogniat