TERM SHEET
This
Term
Sheet (the “Term Sheet”) dated as of the 2nd day of June 2007 (the “Effective
Date”), confirms certain preliminary understandings between Platinum Diversified
Mining Inc., a Cayman Islands corporation (“PDM”); and Golden Eagle
International, Inc., a Colorado corporation (“Golden Eagle”), for (a) the
purchase by PDM or an affiliate of PDM (the “Purchaser”) from Golden Eagle and
certain of its subsidiaries and affiliates (collectively, the “Sellers”), or any
of them, of the Buen Futuro mining concession and associated surface rights
in
eastern Bolivia (the “Buen Futuro Concession”), and the mining facilities,
production facilities, buildings, inventories, machinery, equipment, contracts,
permits, plans, reports, data, surveys, logs, documents and other tangible
and
intangible property and other assets related to the operations of Sellers
pursuant to one or a series of transactions, including, but not limited to,
the
mining operations of Sellers related to the Buen Futuro Concession, but
specifically excluding (i) the Gold Bar mill and plant located in Eureka,
Nevada, United States (the “Gold Bar Mill”) and (ii) certain other assets (the
“Excluded Assets”) consisting of certain gold placer deposits and related
facilities located on the Cangalli properties or the Precambrian properties
in
Bolivia operated by Sellers (the “Mining Assets”), and (b) the establishment of
a joint venture in respect of six mining concessions and related surface rights
(other than the Buen Futuro Concession) in eastern Bolivia that surround the
Buen Futuro Concession and are contiguous to each other, but excluding the
Gold
Bar Mill and the Excluded Assets (the “Joint Venture Assets”), owned by any one
or more of Sellers (collectively, the “Transaction”). Except as specifically set
forth in the Binding Provisions (defined below) of this Term Sheet, PDM and
Golden Eagle understand that (a) the matters set forth in this Term Sheet
are preliminary in nature and do not contain all of the terms and conditions
necessary for the consummation of the Transaction and (b) neither PDM nor
Golden Eagle or any one or more of Sellers shall be bound by all or any portion
of the Transaction unless and until each of PDM and Sellers (or any of them)
agree upon and execute mutually satisfactory written and definitive documents
with regard to the Transaction (the “Definitive Agreements”).
I. SUMMARY
OF TRANSACTION
PDM
and
Golden Eagle agree on the following preliminary, non-binding understandings
with
regard to the Transaction (the “Non-Binding Provisions”):
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Transaction
Structure:
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Prior
to the consummation of the Transaction, Golden Eagle will form a
new
Bolivian entity (the “Bolivian Purchase Entity”) and transfer the Mining
Assets into the Bolivian Purchase Entity. In addition, PDM and Golden
Eagle anticipate that the Joint Venture Assets will be transferred
into a
new Bolivian entity (the “Bolivian Joint Venture Entity”) in a manner
mutually agreed between PDM and Golden Eagle.
PDM
and Golden Eagle currently anticipate that the Transaction will be
structured as a series of separate arrangements generally described
as
follows:
a. Stock
Purchase. Purchaser will purchase from Sellers, and Sellers will sell
to Purchaser, 100% of the issued and outstanding shares of the Bolivian
Purchase Entity. The Bolivian Purchase Entity will own only the Mining
Assets free and clear of encumbrances (other than encumbrances mutually
agreed between PDM and Golden Eagle), and will have no liabilities
unless
otherwise specifically agreed between PDM and Golden Eagle and set
forth
in the Definitive Agreements. Purchaser shall have no obligation
to
commence or continue any operations in respect of the Mining Assets
owned
by the Bolivian Purchase Entity.
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b. Joint
Venture. The Joint Venture Assets will be owned by the Bolivian Joint
Venture Entity. The Bolivian Joint Venture Entity will own the Joint
Venture Assets free and clear of encumbrances (other than encumbrances
mutually agreed between PDM and Golden Eagle), and will have no
liabilities unless otherwise specifically agreed between PDM and
Golden
Eagle and set forth in the Definitive Agreements. The Bolivian Joint
Venture Entity will be owned by a joint venture to be owned 60% by
PDM or
its subsidiaries and affiliates and 40% by Golden Eagle or its
subsidiaries and affiliates (the “Joint Venture”). The Joint Venture
initially will be operated by a committee consisting of five persons,
three of whom will be appointed by PDM and two of whom will be appointed
by Golden Eagle (the “Management Committee”). The size and composition of
the Management Committee will be modified from time to time to reflect
any
percentage ownership changes in the Joint Venture.
c. Gold
Bar Mill Option. Sellers (or any of them) will grant to Purchaser an
option for the purchase of the Gold Bar Mill (the “Option”). The Option
will remain effective for a period of two years after the closing
of the
portion of the Transaction relating to the Gold Bar Mill (the “Option
Period”). Purchaser shall have the right to exercise the Option at any
time during the Option Period.
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Purchase,
Sale and Contribution:
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The
purchase and sale of the Bolivian Purchase Entity, the transfer of
the
Joint Venture Assets to the Bolivian Joint Venture Entity and the
formation of the Joint Venture and the Option in respect of the Gold
Bar
Mill, as set forth in the applicable Definitive Agreements, will
be
structured as follows:
a. Bolivian
Purchase Entity. Purchaser will purchase from Sellers, and Sellers
will sell to Purchaser, 100% of the issued and outstanding shares
of the
Bolivian Purchase Entity.
b. Joint
Venture Assets. Sellers (or any of them) will contribute the Joint
Venture Assets to the Bolivian Joint Venture Entity to be held by
the
Joint Venture in exchange for its or their 40% ownership interest
in the
Joint Venture.
c. Gold
Bar Mill. In the event that Purchaser exercises the Option in respect
of the Gold Bar Mill, Sellers (or any of them) will purchase the
Gold Bar
Mill free and clear of any and all encumbrances. Sellers (or any
of them)
will remove or cause to be removed all encumbrances from the Gold
Bar Mill
on or prior to the closing of the purchase and sale of the Gold Bar
Mill
pursuant to the Option.
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Consideration:
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The
consideration to be paid by Purchaser for the all of the issued and
outstanding shares in the Bolivian Purchase Entity, the interest
of
Purchaser in the Joint Venture, and the Option in respect of the
Gold Bar
Mill will be structured as follows as set forth in the applicable
Definitive Agreements:
a. Bolivian
Purchase Entity. The final total consideration to be paid by Purchaser
to Sellers for the purchase of all of the issued and outstanding
shares in
the Bolivian Purchase Entity will be determined as follows (the “Purchase
Price”):
i. Cash
Payment. Upon the closing of the portion of the Transaction related
to
the purchase of all of the issued and outstanding shares of the Bolivian
Purchase Entity, Purchaser will make a cash payment to Sellers (or
any of
them) of US$5,000,000.00 (the “Cash Payment”).
ii. PDM
Shares. In addition to the Cash Payment, upon the closing of the
portion of the Transaction related to the purchase of 100% of the
issued
and outstanding shares of the Bolivian Purchase Entity, PDM will
issue to
Sellers (or any of them) 1,000,000 ordinary shares in PDM valued
at
US$8.00 per share (the “PDM Purchase Price Shares”) and a warrant (the
“Purchase Price Warrant”) to purchase 1,000,000 ordinary shares in PDM at
an exercise price of US$8.00 per warrant share (the “Purchase Price
Warrant Shares”). The Purchase Price Warrant will have a term of three
years from the date of issue. The PDM Purchase Price Shares, the
Purchase
Price Warrant and the Purchase Price Warrant Shares will not be registered
under the Securities Act of 1933, as amended (the “Securities Act”), but
will be issued to Sellers under one or more exemptions from registration
under the Securities Act. Sellers will not distribute all or any
portion
of the PDM Purchase Price Shares, the Purchase Price Warrant or the
Purchase Price Warrant Shares to any other person or entity. The
PDM
Purchase Price Shares, the Purchase Price Warrant and the Purchase
Price
Warrant Shares will be subject to certain resale restrictions, and
the
Definitive Agreements will set forth the resale restrictions in respect
of
the PDM Purchase Price Shares, the Purchase Price Warrant and the
Purchase
Price Warrant Shares. Purchaser anticipates that the PDM Purchase
Price
Shares and the Purchase Price Warrant Shares will be tradable on
the
Alternative Investment Market of the London Stock Exchange plc (the
“AIM”). The PDM Purchase Price Shares and the Purchase Price Warrant
Shares will be subject to a 12-month lock-up period.
iii. Production
Payment. In addition to the Cash Payment, the Purchase Price Warrant
and the PDM Purchase Price Shares, if and when Purchaser commences
production in respect of the Mining Assets owned by the Bolivian
Purchase
Entity, the Sellers (or any of them) will be entitled to receive
an amount
(the “Production Payment”) equal to 40% of the net profits from the sale
of minerals produced from the Mining Assets held by the Bolivian
Purchase
Entity, up to a maximum amount equal to the sum of (A) US$15,000,000.00
and (B) 2,000,000 ordinary shares in PDM valued atUS$8.00 per share(the
“PDM Production Payment Shares”). The calculation of the Production
Payment and the terms of payment of the Production Payment by Purchaser
to
Sellers (or any of them) will be set out in the Definitive Agreements.
The
Production Payment initially will be paid 50% in cash and 50% in
PDM
Production Payment Shares. Once the cash portion or the PDM Production
Payment Shares portion of the Production Payment has been exhausted,
the
Production Payment will be paid only in PDM Production Payment Shares
or
cash, as applicable, until the entire amount of the Production Payment
has
been paid. In addition, PDM will grant to the Sellers (or any of
them) who
or which receive PDM Production Payment Shares a warrant (the “Production
Payment Warrant”) to purchase the number of PDM Production Payment Shares
issued as part of the Production Payment, up to a maximum of 2,000,000
ordinary shares of PDM valued at US$8.50 per share (the “Production
Payment Warrant Shares”). Each Production Payment Warrant will have a term
of three years from the date of issue. The PDM Production Payment
Shares,
the Production Payment Warrant and the Production Payment Warrant
Shares
will not be registered under the Securities Act, but will be issued
to
Sellers under one or more exemptions from registration under the
Securities Act. Sellers will not distribute all or any portion of
the PDM
Production Payment Shares, the Production Payment Warrant or the
Production Payment Warrant Shares to any other person or entity.
The PDM
Production Payment Shares, the Production Payment Warrant and the
Production Payment Warrant Shares will be subject to certain resale
restrictions, and the Definitive Agreements will set forth the resale
restrictions in respect of the PDM Production Payment Shares, the
Production Payment Warrant and the Production Payment Warrant Shares.
Purchaser anticipates that the PDM Production Payment Shares and
the
Production Payment Warrant Shares will be tradable on the AIM. The
PDM
Production Payment Shares and the Production Payment Warrant Sharers
may
be subject to a lock-up period not to exceed 12 months, as set out
in the
Definitive Agreements.
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The
Purchase Price will be subject to customary adjustments, as may be
established in the Definitive Agreements. PDM and Golden Eagle, for
itself
and the Sellers, agree that the Purchase Price, as adjusted, is full
and
fair compensation for the Mining Assets.
b. Joint
Venture Assets. Golden Eagle or its subsidiaries and affiliates will
receive a 40% interest in the Joint Venture in exchange for the Joint
Venture Assets contributed by Golden Eagle or its subsidiaries to
the
Bolivian Joint Venture Entity to be owned by the Joint Venture. PDM
or its
subsidiaries or affiliates will receive a 60% interest in the Joint
Venture in exchange for the Purchase Price. As additional consideration,
PDM or its subsidiaries and affiliates will pay the first US$5,000,000.00
of costs and expenses incurred by the Joint Venture in respect of
the
exploration or exploitation of the Joint Venture Assets (the “Free Carry
Amount”); provided,
that PDM and its subsidiaries and affiliates shall have no obligation
to
incur any costs or expenses in respect of the exploration or exploitation
of the Joint Venture Assets. Once PDM or its subsidiaries and affiliates
have expended the Free Carry Amount, any additional amounts will
be paid
by PDM and its subsidiaries and affiliates and Golden Eagle and its
subsidiaries and affiliates, as applicable, in proportion to its
respective percentage ownership in the Joint Venture. Failure by
PDM or
its subsidiaries and affiliates, or Golden Eagle or its subsidiaries
or
affiliates, as applicable, to make its respective proportionate capital
contributions will result in proportionate dilution of its percentage
interest in the Joint Venture. In the event that the percentage interest
of PDM and its subsidiaries and affiliates or Golden Eagle and its
subsidiaries and affiliates, as applicable, in the Joint Venture
falls
below 20%, the interest of PDM and its subsidiaries and affiliates
or
Golden Eagle and its subsidiaries and affiliates, as applicable,
in the
Joint Venture automatically will convert into a ten percent net profits
interest only.
c. Gold
Bar Mill. Pursuant to the terms of the Option, Purchaser will have the
right to purchase the Gold Bar Mill for an amount equal to the
demonstrated book value of the Gold Bar Mill, currently estimated
at
US$3,940,000.00 (the “Gold Bar Mill Purchase Price”). Upon the closing of
the portion of the Transaction relating to the Option, Purchaser
will pay
to Seller US$500,000.00 (the “Option Fee”). The Option Fee is
nonrefundable; provided,
however,
in the event that Purchaser exercises the Option, the Option Fee
will be
credited against the Gold Bar Mill Purchase Price. Sellers will not
seek
offers for the sale of the Gold Bar Mill during the period from the
Effective Date through the termination of the Option Period (the
“Non-Solicitation Period”); provided,
however
if
during the Non-Solicitation Period, Sellers receive an unsolicited
bona
fide
offer from an unaffiliated third party to purchase the Gold Bar Mill
for
an amount in excess of the Gold Bar Mill Purchase Price (an “Unsolicited
Purchase Offer”), then Purchaser will have a right of first refusal (the
“Right of First Refusal”) to purchase the Gold Bar Mill for an amount
equal to 102% of such Unsolicited Purchase Offer (the “Unsolicited
Purchase Offer Price”). In the event that Purchaser exercises the Right of
First Refusal, the Option Fee, if already paid, will be credited
against
Unsolicited Purchase Offer Price. Any purchase by Purchaser of the
Gold
Bar Mill by Purchaser, whether pursuant to the Option or based on
the
exercise of the Right of First Refusal, will be completed only upon
the
close of the Transaction
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Board
Representation:
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Upon,
but only upon the consummation of all arrangements comprising the
Transaction as set forth in the Definitive Agreements, Golden Eagle
will
receive the right to nominate one member to the board of directors
of PDM
and the current board of directors of PDM will recommend his
election.
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Employees:
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Neither
PDM nor Purchaser will have any obligation to retain any employees
of
Sellers. Any obligation of PDM or Purchaser in respect of employees
of
Sellers will be set forth in the Definitive Agreements.
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Other
Provisions:
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The
Definitive Agreements will contain additional terms and conditions
standard to transactions of the type contemplated in this Term Sheet,
including, as applicable, representations and warranties (including
ownership of the Mining Assets, the Joint Venture Assets and the
Gold Bar
Mill; condition of the Mining Assets, the Joint Venture Assets and
the
Gold Bar Mill; adequacy of the Mining Assets, the Joint Venture Assets
and
the Gold Bar Mill for the operation of the Mining Assets, the Joint
Venture Assets and the Gold Bar Mill in the ordinary course; compliance
with laws; absence of litigation; authority to enter into Definitive
Agreements (including approval of the shareholders of any of the
Sellers);
accuracy of financial statements; conduct of the business related
to the
Mining Assets, the Joint Venture Assets and the Gold Bar Mill in
the
ordinary course; environmental compliance; ownership of intellectual
property; no infringement of the intellectual property rights of
third
parties; due incorporation, existence and good standing of Sellers,
as
applicable, in the state of its incorporation and the jurisdictions
in
which it does business; status of permits necessary for the operation
of
the Mining Assets, the Joint Venture Assets and the Gold Bar Mill;
operation of the business comprising the Mining Assets, the Joint
Venture
Assets and the Gold Bar Mill in accordance with all applicable licenses,
permits and other regulatory approvals; payment of taxes; benefit
levels
of affected employees; employee relations; enforceability of contracts;
liabilities; insurance coverage; debt obligations and commitments;
and no
conflict with other obligations); indemnity provisions; no material
adverse change; regulatory and contractual consents; non-compete
provisions; and dispute resolution procedures. The Definitive Agreements
will be governed by the laws of the State of Colorado. Any disputes
arising under the Definitive Agreements will be subject to the
jurisdiction of the state courts of Colorado and the federal courts
of the
United States, located in Denver, Colorado.
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Conditions
to Closing:
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Consummation
of the Transaction will be subject to conditions to closing standard
to
transactions of this type, including: (a) no material adverse change
in
the assets, liabilities, or the financial or operating condition
of the
Mining Assets, the Joint Venture Assets and the Gold Bar Mill; (b)
all
approvals and consents shall have been obtained or waived, including
all
consents required by the AIM; (c) readmission of PDM to trading on
the AIM
upon completion of the Transaction; (d) all representations and warranties
are correct on and as of the closing date; and (e) completion of
due
diligence to the satisfaction of Purchaser.
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Closing
Date:
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PDM
and Golden Eagle anticipate the execution of the Definitive Agreements
on
or before August 7, 2007. Subject to the completion or waiver of
any
conditions precedent to the closing of the Transaction, including
approval
of the Transaction by the PDM shareholders and the Golden Eagle
shareholders, and readmission of PDM to trading on the AIM upon completion
of the Transaction, PDM and Golden Eagle anticipate that the closing
of
the Transaction will occur on or before September 14, 2007 (the
“Anticipated Closing Date”). The closing of the Transaction will occur
upon the satisfaction or waiver of the conditions precedent set forth
in
the Definitive Agreements.
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II. BINDING
PROVISIONS
In
consideration of PDM and Golden Eagle entering into negotiations with regard
to
the Transaction, and the expenses to be incurred with regard to such
negotiations, PDM and Golden Eagle agree that, upon execution of this Term
Sheet, the following provisions shall be legally binding and enforceable as
against PDM and Golden Eagle (the “Binding Provisions”):
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Due
Diligence:
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In
order to assist PDM in evaluating the proposed Transaction, Golden
Eagle
shall, and shall cause Sellers to, fully cooperate with and allow
PDM and
its legal counsel, auditors, accountants and other advisors full
and
complete access to Sellers and to the books and records, premises,
tangible and intangible assets and operations of Sellers related
to the
Mining Assets, the Joint Venture Assets and the Gold Bar Mill, to
enable
PDM to perform its technical, legal and financial due diligence.
Golden
Eagle understands that these investigations will not affect the scope
or
validity of any of the representations and warranties to be made
by
Sellers in the Definitive Agreements in connection with the Transaction.
PDM will begin its due diligence review within a reasonable period
of time
after the Effective Date, and will use commercially reasonable efforts
to
complete its due diligence review within 60 days after the Effective
Date.
PDM has no obligation to continue negotiations in respect of the
Transaction if the due diligence evaluation, in its sole opinion,
calls
into question the feasibility of the Transaction.
In
order to assist Golden Eagle in evaluating the proposed Transaction,
PDM
shall, and shall cause Purchaser to, fully cooperate with and allow
Golden
Eagle and its legal counsel, auditors, accountants and other advisers
access to the corporate and other books and records of PDM and the
information filed by PDM with AIM.
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Good
Faith Negotiations:
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Subject
to the provisions of this Term Sheet, the parties shall negotiate
in good
faith toward the consummation of the Definitive Agreements. The parties
will use good faith efforts to complete the negotiation of the Definitive
Agreements on or before the Anticipated Closing Date. PDM will prepare
the
Definitive Agreements.
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Non-Solicitation
and No-Shop Rule:
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Following
the execution of this Term Sheet and as an inducement to PDM to execute
this Term Sheet, conduct due diligence and negotiate the Definitive
Agreements, until the earlier of (a) the Anticipated Closing Date,
and (b) the date of the execution of the Definitive Agreements, and
(c) the termination of this Term Sheet upon not less than five (5)
days’
prior written notice from PDM to Golden Eagle (as applicable, the
“Term
Sheet Termination Date”) Golden Eagle will, and will cause the Sellers and
its and their respective officers, directors, employees, representatives
and agents to, cease any and all discussions related to the sale
of the
Mining Assets, the Joint Venture Assets and the Gold Bar Mill, whether
through the sale of assets, stock, membership interests, merger,
consolidation or otherwise. In addition, Golden Eagle shall not,
and shall
cause the Sellers and any of its and their respective directors,
officers,
employees, agents or representatives not to (a) solicit or encourage,
directly or indirectly, any inquiries, discussions or proposals for,
(b) continue, propose or enter into any discussions or negotiations
looking toward or (c) enter into any agreement or understanding
providing for, the disposition of the Mining Assets or the Gold Bar
Mill,
or any assets or business comprising the Mining Assets, the Joint
Venture
Assets or the Gold Bar Mill, whether through the sale of assets,
stock,
membership interests, merger, consolidation or otherwise; nor shall
any of
such persons or entities provide any information to any person (other
than
to PDM and its agents and representatives) for the purpose of evaluating
or determining whether to make or pursue any inquiries or proposals
with
respect to any such transactions. Notwithstanding the foregoing,
Sellers
may entertain an Unsolicited Purchase Offer for the Gold Bar Mill,
subject
to Purchaser’s Right of First Refusal.
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Expenses:
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Except
as otherwise agreed in this Term Sheet, each of PDM, Golden Eagle,
Sellers
and Purchaser shall each bear its own fees and expenses, including,
but
not limited to, fees and disbursements of attorneys and financial
or other
advisors incurred in connection with the execution of this Term Sheet
and
the Definitive Agreements, and the transactions contemplated in this
Term
Sheet and the Definitive Agreements.
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Entire
Agreement:
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These
Binding Provisions constitute the entire binding agreement between
the
parties, superseding all prior oral or written agreements, understandings,
representations and warranties, and courses of conduct and dealing
between
us on the subject matter hereof. Except as otherwise provided herein,
the
Binding Provisions may be amended or modified only by a writing executed
by each of the parties hereto.
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Non-Binding
Provisions Not Enforceable:
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The
Non-Binding Provisions are not part of the Binding Provisions and
therefore do not create or constitute any legally binding obligations
between PDM, Purchaser, Golden Eagle and Sellers. Whether or not
the
Definitive Agreements are prepared, authorized, executed or delivered
by
the parties, neither PDM nor Golden Eagle shall have any liability
to any
other party to this Term Sheet or to Purchaser or Sellers based upon,
arising from, or relating to the Non-Binding Provisions. No prior
or
subsequent course of conduct or dealing between the parties, oral
communications or other actions not reduced to or reflected in a
writing
executed by the parties shall serve to modify the Binding Provisions,
in
any way or cause the Non-Binding Provisions or any provisions covering
the
same subject matter to become in any sense legally binding and
enforceable.
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Governing
Law:
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The
Binding Provisions shall be governed by and construed in accordance
with
the internal laws of the State of Colorado without regard to Colorado
conflicts of law principles. PDM and Golden Eagle irrevocably submit
to
the jurisdiction of the state courts of Colorado and the federal
courts of
the United States located in Denver, Colorado, with regard to any
dispute
arising out of this Term Sheet or its interpretation.
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Confidentiality
and Public Statements:
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a. PDM
and Golden Eagle shall, and Golden Eagle shall cause the Sellers
to,
maintain in confidence all discussions with regard to the Transaction,
including the existence and contents of this Term Sheet and all
information about or relating to the proposed Transaction exchanged
by a
party in strict confidence, whether or not such information is marked
or
labeled in writing or identified orally as confidential or proprietary,
all in accordance with the Confidentiality Agreement dated April
23, 2007,
between PDM and Golden Eagle.
b. Except
as and to the extent required by law, without the prior written consent
of
the other party, neither PDM nor Golden Eagle shall, and each shall
direct
their subsidiaries, affiliates, employees and representatives not
to,
directly or indirectly, make any public comment, statement or
communication with respect to, or otherwise disclose or permit the
disclosure of the nature of discussions regarding, the contemplated
transactions between the parties or any of the terms, conditions
or other
aspects of the transaction proposed in this Term Sheet or any confidential
information, except as agreed upon by the parties or already made
public.
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Termination:
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The
Binding Provisions of this Term Sheet and this Term Sheet shall terminate
on the Term Sheet Termination Date. The termination of the Binding
Provisions shall not affect the liability of a party for breach of
any of
the Binding Provisions prior to the termination. Upon
termination of the Binding Provisions, neither party shall have any
further obligations hereunder,
except as stated in the Binding Provisions related to Expenses, Entire
Agreement, Non-Binding Provisions Not Enforceable, Governing Law
and
Confidentiality and Public Statements, all of which shall survive
any such
termination.
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Facsimile
Signatures and Counterparts:
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Any
party to this Term Sheet may sign the Term Sheet and transmit the
signed
copy to the other party who agrees to accept it as if such document
bore
original signatures. This Term Sheet may be executed in one or more
counterparts, each of which is deemed to be an original and all of
which
taken together constitute one and the same
instrument.
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If
you
agree with the foregoing, please sign and date this Term Sheet in the space
provided below to confirm the mutual agreements set forth in the Binding
Provisions and return a signed copy to: Xxxxx X. Xxxxxxx, Xxxxxxx & Xxxx
llp,
000
Xxxxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000, Facsimile No.: (000)
000-0000.
PLATINUM
DIVERSIFIED MINING INC.
By: /s/ Xxxxx X. Xxxxxx
Name:
Xxxxx X. Xxxxxx
Title:
President & CEO
Acknowledged
and agreed this 2nd day of June 2007:
Golden
Eagle International, Inc.
By: /s/
Xxxxx
X. Xxxxxx
Name:
Xxxxx X. Xxxxxx
Title: President
& CEO
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