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AGREEMENT by and between Geovic Mining Corp. (the
“Company”) having its principal place of business at
743 Horizon Court, Suite 300A, Grand Junction, Colorado 81506 and
San Diego Torrey Hills Capital, Inc. (the
“Consultant”), having its principal place of business
at 2190 Carmel Valley Road, Suite G, Del Mar, California 92014. The
Agreement will become effective on the first day the consultation
commences.
WHEREAS, the Company desires to retain the
Consultant for consulting services in connection with the
Company’s business affairs on a non-exclusive basis, and the
Consultant is willing to undertake to provide such services as
hereinafter fully set forth:
NOW
THEREFORE, the parties agree
as follows:
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1. |
Term : One (1) year from the date hereof
provided however this Agreement may be canceled by either party
with 30 days advance written notice. |
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2. |
Nature of Services: The
Company hereby engages the Consultant to render the services
hereinafter described during the term hereof (it being understood
and agreed that the Consultant is free to tender the same or
similar services to any other entity selected by
it): |
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(a) |
Consult with the Company concerning on-going
strategic corporate planning and long term investment policies,
including any revision of the Company’s business
plan. |
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(b) |
Render
advice with respect to leasing and/or other financing
arrangements. |
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(c) |
Assist
in negotiation of contracts with suppliers and major customers when
so required by the Company. |
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(d) |
Consult with and advise the Company with regards
to potential mergers and acquisitions, whether the Company be the
acquiring Company or the target of acquisition. |
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(e) |
Evaluate the Company’s managerial,
marketing and sales requirements |
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(f) |
Develop, coordinate, manage and execute an
Investor Relations Campaign for the Company per Exhibit A attached
to this Agreement. |
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The Consultant agrees to comply with all laws
applicable to the Company and the Consultant at all times while
rendering the above-mentioned services. |
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3. |
Responsibilities of the Company: The
Company shall provide the Consultant with all financial and
business information about the Company as reasonably requested by
the Consultant in a timely manner. In addition, executive officers
and directors of the Company shall make themselves available for
personal consultations either with the Consultant and/or third
party designees, subject to reasonable prior notice, pursuant to
the request of the Consultant. |
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4.
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Compensation
– IR Services : For
corporate financial advisory services, due diligence and other
services which will be provided to the Company from time to time
over the course of our engagement, the parties mutually agree that
the Consultant will be entitled to the following compensation: For
business development, strategic planning and other consulting work
to be accomplished not related to any public financing, the Company
agrees to pay and/or issue to the Consultant the
following:
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Cash
Fee – A cash fee of
US$20,000, which is due and payable upon the signing of this
Agreement. If the Agreement is terminated by either party within
the first six months from the date of signing, the Consultant
agrees to return this fee on a pro rata basis over the six month
period. For example, if the Agreement is terminated after three
months, the Consultant would return $10,000 to the
Company.
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Three Year
Options – Three year
options to purchase 250,000 shares of its common stock at a strike
price equal to the Company’s five-day average closing bid
price immediately preceding the date of the signing of this
Agreement, which are due and issuable upon receipt by the Company
of the Toronto Stock Exchange’s approval of such issuance.
Options granted pursuant to this Agreement will vest according to
the following schedule: 25% immediately, 25% at the three month
anniversary, 25% at the six month anniversary; and the balance at
the nine month anniversary. If the Agreement is terminated by
either party within one year from the date of signing, the
Consultant agrees to return the options (whether vested or not) on
a pro rata basis over the one year period. For example, if the
Agreement is terminated after nine months, the Consultant would
return 62,500 options to the Company.
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Cash
Fee – A cash fee of
US$30,000, which is due and payable on the six month anniversary of
this Agreement. If the Agreement is terminated by either party
within one year from the date of signing, the Consultant agrees to
return this fee on a pro rata basis over a six month period from
the date of payment to the one year anniversary. For example, if
the Agreement is terminated after nine months, the Consultant would
return $15,000 to the Company.
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5.
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Expenses: The Company shall reimburse the Consultant for
actual out-of pocket expenses incurred by the Consultant in
connection with the performance by the Consultant of its duties
hereunder. The Consultant shall not incur any expenses without
obtaining prior written approval from the
Company.
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6.
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Indemnification: The Parties agree to indemnify and hold harmless
each other and their affiliates, and their respective officers,
director, employees, agents and controlling persons (The Parties
and each such other persons and entities being an
“Indemnified Party” for the purposes of this section)
from and against any and all losses, claims, damages, and
liabilities to which such Indemnified Party may become subject
under any applicable federal or state law, or otherwise related to
or arising out of any transaction contemplated by this Agreement
and the performance by the Consultant of the services contemplated
by this Agreement, and all reasonable expenses (including
reasonable counsel fees and expenses) as they are incurred in
connection the investigation of, preparation for or defense of any
pending or
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threatened claim or
any action or proceeding arising therefrom, whether or not such
Indemnified Party is a party thereto; provided that the other party
shall not be liable for any of the foregoing to the extent they
arise from the gross negligence or willful misconduct of the
Indemnified Party. The Indemnified Party shall promptly notify the
Party from which it is seeking indemnification, in writing, of any
such loss, claim, damage
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