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 A1-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.ll.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 P. O. Box 20883
Riyadh 11465 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.
/s/ HATEM EL-XXXXXXX
XXXXX EL-KHALIDI
Second Party includes:
1-Thamarat Najran Co.
/s/ XXXXX X. XXXXXXX
XXXXX X. XXXXXXX
2-Qasr Al-Ma'adin Corporation
/s/ RAAD KADASAH
RAAD KADASAH
3-Durrat Xx-Xxxxxx' Corporation
/s/ RAAD KADASAH
RAAD KADASAH
