INVESTOR RELATIONS
AGREEMENT
THIS INVESTOR
RELATIONS AGREEMENT is made effective as of the 15
TH
day of June, 2008.
BETWEEN:
IVANY MINING
INC. , with an
address
at 8720-A Rue
Dufrost, Montreal, QC, H1P 2Z5
(the
Company)
AND:
FOCUS
RELATIONS INC. , with an
address at Suite 73, 2080 Leanne Boulevard, Mississauga, Ontario
L5K2S6
(the
Contractor)
WHEREAS:
A. The
Company is engaged in, among other things, the business of the
acquisition and exploration of mining properties;
B. The
Company is a reporting issuer in the USA and its common shares are
listed for trading on the OTCBB;
C. The
Company desires to retain the Contractor to assist with the
corporate and investor relations of the Company and the Contractor
has agreed to assist with the corporate relations of the Company
pursuant to the terms of this Agreement.
NOW
THEREFORE THIS AGREEMENT WITNESSES that in consideration of the
mutual covenants and promises set forth herein, and for other good
and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged by each, the parties hereto agree as
follows:
ARTICLE 1
APPOINTMENT AND AUTHORITY OF
CONTRACTOR
1.1
Appointment of Contractor
The
Company hereby appoints the Contractor to perform certain services
for the benefit of the Company as hereinafter set forth, and the
Company hereby authorizes the Contractor to exercise such powers as
provided under this Agreement. The Contractor accepts such
appointment on the terms and conditions herein set forth
1.2
Authority of Contractor
The
Contractor shall have no right or authority, express or implied, to
commit or otherwise obligate the Company in any manner whatsoever
except to the extent specifically provided herein or specifically
authorized in writing by the Company.
1.3
Independent Contractor
In
performing its services hereunder, the Contractor shall be an
independent contractor and not an employee or agent of the Company,
except that the Contractor shall be the agent of the Company solely
in circumstances where the Contractor must be the agent to carry
out its obligations as set forth in this Agreement. Nothing in this
Agreement shall be deemed to require the Contractor to provide its
services exclusively to the Company and the Contractor hereby
acknowledges that the Company is not required and shall not be
required to make any remittances and payments required of employers
by statute on the Contractor's behalf and the Contractor or any of
its agents or employees shall not be entitled to the fringe
benefits provided by the Company to its employees.
1.4
Contractors Warranties
The
Contractor represents and warrants that it will provide, as
required and at its own expense, competent management personnel and
that its agents or employees have the qualifications, experience
and capabilities necessary to carry out the services to be
performed hereunder, and that the services will be performed to the
standard of care, skill and diligence of experienced workers in
that same field.
ARTICLE 2
CONTRACTOR'S
AGREEMENTS
2.1
General
The
Contractor, at the expense of and on behalf of the Company,
shall:
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(a)
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assist with the
corporate and investor relations of the Company pursuant to the
terms and conditions of this Agreement;
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(b)
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implement or
cause to be implemented decisions of the Company in accordance with
and as limited by this Agreement;
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(c)
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at all times be
subject to the direction of the Company and shall keep the Company
informed as to all matters concerning the Contractor's activities;
and
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(d)
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meet the
performance standards that may be reasonably prescribed by the
Company from time to time. The Company acknowledges that, since the
Contractor is an independent contractor and not an employee of the
Company, the Contractor shall have direction and control, of the
manner, methods, techniques and procedures used by its agents or
employees to perform the services described herein.
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2.2
Contractor's Activities
In
carrying out its obligations under this Agreement with respect to
the promotional activities of the Company, the Contractor
shall:
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(a)
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introduce to
the Company brokerage firms; the money managers and research
departments of certain funds and institutions; analysts; special
situation people or special situation investing groups; and other
persons or entities who may have a direct interest in the
Company’s stock (collectively, the Investing Groups).
Further, the Contractor shall initiate and maintain communication
with the Investing Groups through a series of meetings in selected
cities, by written correspondence, personal visits, individual
telephone conversations and teleconferencing;
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(b)
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create, carry
out and provide a publicity program to the Company using any or all
of the following means: (i) financial newspapers, magazines and
periodicals; (ii) news, feature and financial sections of the
national news magazines; (iii) wire services and feature
syndicates; (iv) financial, news and feature sections of daily
newspapers; (v) financial television and radio programs (vi) trade
periodicals that circulate throughout the Company’s industry;
(vii) press releases; and (viii) press presentations and special
press interviews (collectively, the Corporate Communications
Program);
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(c)
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the Corporate
Communications Program provided to the Company shall consist of
information, provided by the Company to the Contractor. Further,
the Corporate Communications Program will relate to the
Company’s general corporate activity; personnel and
executives including management and management philosophy;
corporate history and future goals; potential sales and earnings;
expansion programs; ore findings and reports; and other salient
subjects that will enhance the Company’s corporate
image;
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(d)
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in addition to
the services provided herein, the Contractor may provide to the
Company certain corporate finance advisory services. Through the
firms relationship with the investment banking community, the
Contractor is able to introduce the Company to potential sources of
financing, such as, investment bankers, brokerage firms, venture
capital groups, and individuals or special group investors. If the
Contractor provides such services to the Company and monies are
raised for the Company, then the Company agrees to pay to the
Contractor a finder’s fee. The amount of such finder’s
fee shall be based on a mutually agreed upon percentage of such
monies raised;
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provided that
it is acknowledged that the Company may engage other entities to
assist with the corporate and investor relations of the Company and
in this regard the Contractor will take such steps as shall be
necessary to co-ordinate its activities with such other entities to
ensure there is no duplication of services.
2.3
Fiduciary Obligations
Without
limiting the generality of the foregoing, the Contractor will not
during the term of this Agreement act in any manner contrary to the
terms of this Agreement, or the best interests of the
Company.
2.4
Dissemination of Information
The
Contractor will not disseminate or spread any false or misleading
information regarding the Company to any person. The Contractor
will disseminate any news and information which is specifically
authorized in writing by the Company. No act or omission by the
Company will act to waive the requirements of this Section
2.4.
ARTICLE 3
COMPANY'S
AGREEMENTS
3.1
Compensation of Contractor
As
compensation for the services rendered by the Contractor pursuant
to this Agreement, the Company shall pay to the Contra
