THIS AGREEMENT made as of the 5th day of April 2006. BETWEEN:
THIS
AGREEMENT made as of the 5th
day of
April 2006.
BETWEEN:
MOSQUITO
CONSOLIDATED GOLD MINES LIMITED, a company existing under the laws of British
Columbia, of 301 - 455 Granville Street, Vancouver, British Columbia V6C 1
T1
Tel:
(000) 000-0000
Fax:
(000) 000-0000
E-mail:
xxx@xxxxxxxxxxxx.xxx
(hereinafter
referred to as the "Company") OF
THE
FIRST PART
CONNECT
CAPIT AL LTD., a company existing under the laws of British Columbia, of2267
Xxxx 00xx Xxxxxx
Xxxxxxxxx,
Xxxxxxx Xxxxxxxx
Tel:
(000) 000-0000
Fax:
(000) 000-0000
E-mail:
xxxx@xxxxx.xxx and xxxxxxxxxxx@xxxxx.xxx
(hereinafter
referred to as "Connect") OF
THE
SECOND PART
WHEREAS
the Company wishes to retain Connect to perform certain investor relations
and
corporate communications consulting services and Connect has agreed to provide
such services to the Company.
NOW
THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual
covenants and agreements herein contained and for other good and valuable
consideration, it is hereby agreed by and between the parties as
follows:
ARTICLE
1
Definitions
1.1
For
the purpose of this Agreement, "Consulting Services" shall mean the corporate
and investor relations services relating to the business of the Company to
be
provided by Connect, and in particular but without restricting the generality
of
the foregoing, means arranging broker and analyst meetings, contacts, arranging
attendance or representation of the Company at industry and analyst meetings
and
under the direction of the Company, mailings to brokers, analysts, and
investment advisors, and in assisting in the preparation of various corporate
and product related materials. Connect shall provide such materials to
individuals upon request and the Company agrees to provide Connect with
sufficient materials to fulfill these requests and to defray all attendant
costs.
1.2
The
terms "subsidiaries", "associates" and "affiliated companies" as used in this
Agreement shall have the meanings ascribed thereto in the Company Act (British
Columbia).
ARTICLE
2
Engagement
of Connect and Its Duties
2.1
The
Company hereby engages the services of Connect and Connect hereby accepts the
engagement of its services by the Company, subject to the terms and conditions
hereinafter contained.
2.2
Connect shall provide the Consulting Services to the Company in such manner
as
the Company and Connect may reasonably agree, and shall devote such of its
time
as is necessary to properly render the Consulting Services to the Company,
and
all its effort, skills, attention and energies during that time to the
performance of its duties as herein set forth. In addition to the foregoing,
Connect will ensure that the services to be provided will be carried out by
qualified and competent employees of Connect who are familiar with the Company's
affairs and business.
2.3
The
Company acknowledges that it is aware of Connect's many outside activities,
duties and financial interests and agrees that the performance of such
activities and duties and involvement of such financial interests will not
be
construed as a breach of this Agreement, provided that Connect provides the
Consulting Services on a basis which does not impair the activities and business
interests of either the Company or Connect.
2.4
In
the performance of the services to be rendered by Connect, Connect will be
relying upon information received from the Company, and will so disclose this
fact in all communications. The Company agrees to provide Connect with such
information, fmancial records and documents as may facilitate the performance
of
the Consulting Services by Connect. Connect acknowledges that at times it will
be privy to confidential and sensitive information regarding the Company and
will use appropriate discretion with respect to the protection and use of this
information.
2.5
Prior
written approval will be obtained by Connect for all material to be reproduced,
distributed, mailed, faxed or otherwise disseminated either directly or
indirectly, such approvals to be granted by an authorized officer of the
Company.
2.6
In
the event of any misstatements or misrepresentations in information as provided
by the Company to Connect and as utilized by Connect in the performance of
the
Consulting Services that may result in liability to Connect, the Company agrees
to indemnify and save harmless Connect against such claims or
liabilities.
2.7
Connect agrees that it will perform the Consulting Services in accordance with
all applicable laws of those jurisdictions under which the Company must comply
including but not limited to the British Columbia Securities Commission, the
Securities and
Exchange
Commission, their rules and regulations, and the rules and policies of any
stock
exchange
or stock quotation service on which the Company's securities are traded or
quoted.
2.8
Connect agrees to indemnify and save the Company, its directors, officers,
employees and shareholders harmless with respect to any and all claims, suits,
losses, liabilities,
penalties, proceedings or judgments, whether regulatory or of a court of
competent jurisdiction, and including without limitation, reasonable legal
fees
and disbursements of legal counsel, arising from or in connection with the
performance or non-performance
by Connect of the services to be provided hereunder.
2.9
The
term of this Agreement shall be for an initial period of twelve (12) months
commencing
on the day of approval of the TSX Venture Exchange of this Agreement, subject
to
termination. This Agreement may be terminated upon 30 days prior written notice
by either party at the addresses set out above or such other addresses as the
parties may designate in writing. After the initial 12-month term, this
Agreement shall be renewable from year to year upon the written agreement of
both parties. The indemnities provided herein at sections 2.6 and 2.8 will
survive the termination of this Agreement.
2.10
Connect shall at all times be an independent contractor and not the servant
or
agent of the Company. No partnership, joint venture or agency will be created
or
will be deemed to be created by this Agreement or by any action of the parties
under this Agreement. Connect has no authority to incur any liabilities on
behalf of the Company. Connect
is not an agent, servant or employee of the Company, nor shall it represent
itself to
have
any such relationship with the Company. Connect shall be an independent
contractor with control over the manner and means of its performance. Neither
the Connect nor its employees or agents shall be entitled to rights or
privileges applicable to employees of the Company, including, but not limited
to, liability insurance, group insurance, pension plans, holiday paid vacation
and other benefit plans which may be available from time to time between the
Company and its employees.
2.11
Connect shall be responsible for the management of its employees and without
limiting the generality of the foregoing, shall be responsible for payment
to
the proper authorities of all unemployment insurance premiums, Internal Revenue
Services contributions, Workers' Compensation premiums and all other employment
expenses for all of Connect's employees. Connect shall be responsible for
deduction and remittance of all income tax due from itself and its
employees.
ARTICLE
3
Compensation
3.1
The
Company agrees to pay Connect, in consideration of the provision by Connect
of
the Consulting Services to the Company, the sum of eight thousand dollars
($8,000) per month with the first and last month payable immediately upon
execution of this Agreement. Thereafter the consulting fee shall be due and
payable on the first of the month those services will be provided for the
duration of the tern of this Agreement.
3.2
The
Company agrees to grant Connect an option (the "Option") to purchase all or
any
part
of four hundred forty three thousand (440,000) common shares of its capital
as
fully paid and non-assessable shares at the exercise price of C$I.60 per share
for a term of
five
years from the date of grant. Additional terms and conditions as applicable
are
contained
in the Option Agreement attached hereto as Schedule "A".
3.3
The
Option shall terminate 5 years from the date of grant or within 30 days of
the
termination
of the Agreement, whichever first occurs.
3.4
The
Company agrees to reimburse Connect for all reasonable disbursements including
travel and accommodation expenses, printing and mailing costs, long-distance
charges; and all other out-of-pocket expenses incurred by Connect in the
performance of its obligations pursuant to this Agreement, provided that Connect
will not incur any expenditure that exceeds $500 without obtaining the prior
written approval of the Company. Connect agrees to provide the Company with
original receipts for disbursements and expenses incurred where
procurable.
ARTICLE
4
Confidentiality
4.1
Connect will not, directly or indirectly, use, disseminate, disclose,
communicate, divulge, reveal, publish, use for its own benefit, copy, make
notes
of, input into a computer
database or preserve in any way any confidential information relating to the
Company
or its subsidiaries, associates or affiliated companies whether during the
term
of
this
Agreement or thereafter, unless it first received written permission to do
so
from an authorized officer of the Company.
4.2
For
the purpose of this Agreement, "confidential information" is information
disclosed to or acquired by Connect relating to the business of the Company,
or
its subsidiaries, associates or affiliated companies, their projects or the
personal affairs of their directors, officers and shareholders, including
information developed or gathered by Connect which has not been approved by
the
Company for public dissemination. Confidential information does not include
information in the public domain, information released from the provisions
of
this Agreement by written authorization of an authorized officer of the Company,
information which is part of the general skill and knowledge of Connect and
does
not relate specifically to the business of the Company, and information which
is
authorized by the Company to be disclosed in the ordinary course or is required
by law or applicable regulatory policy to be disclosed.
4.3
Forthwith upon tennination of this Agreement for any reason, Connect shall
return to the Company all infonnation, documents and other material, as well
as
any copies thereof, received by it from the Company. All documents, notes and
memoranda prepared by Connect based on infonnation provided by the Company
shall
be destroyed and the destruction thereof certified by the Company.
ARTICLE
5
Miscellaneous
5.1Any
notice required or permitted to be given hereunder shall be given by hand
delivery,
facsimile or e-mail transmission or by registered mail, postage prepaid,
addressed to the parties at their respective addresses as previously set forth
and any such notices
given by hand delivery or by facsimile or e-mail transmission shall be deemed
to
have been received on the date of delivery or transmission and if given by
prepaid registered mail, shall be deemed to have been received on the third
business day immediately following the date of mailing. The parties shall be
entitled to give notice of changes of addresses from time to time in the manner
hereinbefore provided for the giving of notice.
5.2
Time
shall be the essence of this Agreement.
5.3
All
dollar amounts herein are made in Canadian currency.
5.4
The
provisions of this Agreement shall enure to the benefit of and be binding upon
the Company and Connect and their respective successors and assigns. This
Agreement shall not be assignable by Connect.
5.5
This
Agreement constitutes the entire agreement between the parties hereto pertaining
to the subject matter hereof and supersedes all prior and contemporaneous
agreements, understandings, negotiations and discussions, whether oral or
written, of the parties hereto in connection with the subject matter hereof.
No
supplement, modification, waiver or termination of this Agreement shall be
binding, unless executed in writing by the parties to be bound thereby. In
case
any provision of this Agreement shall be invalid, illegal or unenforceable,
the
validity, legality and enforceability of the remaining provisions shall not
be
affected or impaired thereby.
5.6
This
Agreement shall be governed by and constructed in accordance with the laws
of
British Columbia and any applicable federal laws. The parties agree to submit
to
the jurisdiction
of the British Columbia Courts.
IN
WITNESS WHEREOF this Agreement has been executed by the parties.
MOSQUITO
CONSOLIDATED GOLD MINES LTD. MSQ- TSX- VENTURE
|
Tel:
000-000-0000
|
FAX:
000-000-0000
|
|
|
xxx.xxxxxxxxxxxx.xxx
|
Consulting:
Agreement Signed
Vancouver
BC - April 5th, 2006 - Mosquito Consolidated Gold Mines Limited (MSQ.V
- TSX- V) is pleased to announce that it has entered into a contract with
Connect Capital Ltd. of Vancouver, British Columbia to provide corporate and
investor relations services. The principal of Connect Capital Ltd. is Xxxxxxx
Xxxxxxxx. Xx. Xxxxxxxx currently owns 12,800 common shares of the Company
purchased in the open market and 900,000 units of the Company purchased in
the
Company's most recent private placement. Connect Capital will be paid $8,000.00
per month for a period of one year. After the initial one year term, the
contract may be renewed from year to year upon written agreement by both
parties. Connect Capital will also be granted a stock option to purchase a
total
of 440,000 common shares of the Company at a price of $1.60 per share
exercisable for a term of five years from the date of granting, subject to
regulatory approval.
On
Behalf
of the Board
MOSQUITO
CONSOLIDATED GOLD MINES LIMITED
Xxxxx
XxXxxx President
THIS
NEWS
RELEASE WAS PREPARED BY MANAGEMENT WHO TAKES FULL RESPONSIBILITY FOR ITS
CONTENTS. THE TSX-VENTURE EXCHANGE NEITHER APPROVES OR DISAPPROVES OF THIS
RELEASE.
