Exhibit 10.2
EAGLE BAY RESOURCES N.L.
and
RMMI AUSTRALIA PTY LTD
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JOINT VENTURE HEADS OF AGREEMENT
AUSTRALIAN NICKEL J.V.
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RMMI / EAGLE BAY JOINT VENTURE HEADS OF AGREEMENT
THIS AGREEMENT is dated 6th December 2006
BETWEEN:
EAGLE BAY RESOURCES N.L. (ACN 051 212 429) of
Level 1, 14 Outram St, West Perth WA 6005 ("EBR")
AND
RMMI AUSTRALIA PTY LTD (ACN 122 077 105)
Level 25, 500 Collins Street, Melbourne Vic 3000 ("RMMI")
RECITALS:
A. The
parties wish to associate themselves for the purpose of exploration
for
sulphide nickel deposits in Australia.
B. The
parties now agree to form a joint venture on the terms and
conditions
set out in
this Agreement.
AGREED as follows
1.
INTERPRETATION
1.1
In this
Agreement unless the context otherwise requires:
"ASX" means Australian Stock Exchange Limited;
"Commencement Date" means 1st November 2006
"Expert" means an independent expert appointed by the Participants
or, in the absence of agreement, by the President of AusIMM;
"Joint Venture" means the joint venture constituted under clause
2.1
of this Agreement;
"Joint Venture Expenditure" means all Outgoings and the costs of
all
Joint Venture Operations including (without limitation) all costs,
expenses and
liabilities
incurred
in connection with the
exploration,
development and mining
of the Tenements for minerals,
accounted for in accordance with accounting principles accepted in
Australia;
"Joint Venture Interest" means in relation to a Participant:
(a) its
interest (from time to time) as tenant in common
in the
Joint Venture
Property and in all
other rights conferred
by
this Agreement; and
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(b) its right to
take in kind a share of minerals derived from the
Tenements subject to the liabilities and obligations attaching
to the foregoing and imposed by this Agreement;
"Joint Venture
Operations" means all activities as are necessary or
desirable in
order to implement and give full effect to the
provisions and purposes of this Agreement;
"Joint Venture Property" means all property of whatsoever kind
held,
developed, acquired or
created by or on behalf of the Participants
for the purpose of the Joint Venture including (without
limitations):
(a) the
Tenements;
(b) Mining
information; and
(c) minerals,
concentrate
and ore prior to their
being taken in
kind by the Participants;
"Manager" means the
Participant appointed
to conduct Joint Venture
Operations pursuant to
clause 3.1 but
reference to the
Manager do
not include references to that Participant in any other
capacity;
"Mining Act" means the Mining Act 1978 (W.A.) as amended;
"Mining Information"
means all technical and other information
including
(without
limitation)
geological,
geochemical
and
geophysical reports, surveys, mosaics, aerial photographs,
samples,
drill core, drill logs, drill pulp, assay results, maps and plans
relating to the Tenements or to Joint Venture Operations, whether
in
physical, written or electronic form;
"Operating Committee"
means the Operating
Committee formed under
clause 4.1 of this Agreement;
"Outgoings" means all rents, rates, survey fees and other fees and
charges under the
Mining Act or
otherwise in
connection with
the
Tenements;
"Participants" means
EBR and RMMI or their permitted successors and
assigns;
"Parties" means EBR and RMMI or their successors and assigns
holding
a joint venture interest;
"Related Body
Corporate"
means with respect to
any Participant a
related body corporate of that Participant within the meaning of
the
Corporations Act;
"Tenement Area"
means the land over
which the relevant
Tenements
have been granted.
"Tenements" means any
tenements acquired by the Joint Venture,
together with any extensions, renewals, consolidations,
replacements
or amendments to those
tenements and all rights associated with
those tenements
including the right to treat mineral bearing
material located in the tenements.
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1.2
In this
Agreement, unless the context requires otherwise:
(a) reference to
a recital, clause, schedule, annexure or exhibit
is to a recital, clause, schedule, annexure or exhibit of or
to this Agreement;
(b) a reference
to this Agreement or another instrument includes
any variation or replacement of any of them;
(c) a
reference to any statute shall include any amendment,
replacement or
re-enactment
thereof for the time being in
force and any by-laws, statutory instruments, rules,
regulations,
notices, orders,
directions,
consents
or
permissions made
thereunder
and any conditions attaching
thereto;
(d) the
singular includes the plural and vice versa;
(e) a reference
to any gender includes all genders;
(f) a reference
to a person
includes a reference
to the person's
executors,
administrators,
substitutes,
successors
and
permitted assigns;
(g) a
covenant, representation or warranty in favour of two or
more persons is for the benefit of them jointly and severally;
(h) a covenant,
representation
or warranty on the
part of two or
more persons
binds them
jointly and severally; and
(i) a reference
to currency is to the currency of Australia.
2. JOINT
VENTURE
2.1
The Participants
hereby associate in an unincorporated joint venture
for the purpose of
exploring and,
if warranted, developing and
mining sulphide hosted nickel in Australia.
2.2
The Joint
Venture shall
commence on the
Commencement
Date and on
that date the Joint Venture Interests of the Participants are:
EBR 50%
RMMI
50%
The Joint Venture will
hire a competent
nickel geologist who
will
operate out of EBR's
offices in West Perth and whose cost will
be
borne 50% by the Carr Boyd Joint Venture and then pro rata to the
participants in this
Joint Venture so long as the Carr Boyd
Joint
Venture remains extant.
2.3
Nothing in this
Agreement shall make a
Participant a partner of any
other Participant
nor, except as expressly provided in this
Agreement, constitute any Participant the agent or representative
of
any other Participant or to create any fiduciary relationship
between them.
2.4
No Participant shall have any authority to act on behalf of any
other Participant,
except as expressly
provided in this Agreement.
Where a
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Participant acts on
behalf of another without authority, such
Participant shall
indemnify the other from any losses, claims,
damages and liabilities arising out of any such act.
2.5
Each
Participant
has the right to take in kind and separately
dispose of,
in proportion to its Joint Venture Interest, all
minerals produced by the Joint Venture.
2.6
The liabilities of the Participants to each other and to third
parties shall be
several in proportion
to their respective
Joint
Venture Interests from time to time and shall not be either joint
or
joint and several.
Each Participant
hereby indemnifies the other
against any claim or
liability incurred by the other in excess
of
the other's Joint Venture Interest.
3.
MANAGER
3.1
RMMI
shall be the
Manager and shall be entitled to remain the
Manager (subject
to clause 3.2) while it holds a Joint
Venture
Interest of 50% or greater.
3.2
The Manager:
(a) may resign
on 30 days' notice to the Participants; or
(b) may be
removed by resolution of the Operating Committee or if
it commits gross negligence or wilful default; and
upon retirement or
removal of the Manager, the Participants shall
appoint a Manager by agreement between them, or, failing this,
by resolution of the Operating Committee.
3.3
The Manager
shall prepare
programmes and budgets for consideration
by the Operating Committee. Programmes and budgets shall be
prepared
for periods each of 6 months duration commencing on 1 September and
1 March.
3.4
The Manager:
(a) shall carry
out the Joint Venture
activities
in accordance
with programmes
and budgets approved by the Operating
Committee;
(b) may not
exceed an approved budget by more than 15% without the
prior consent of the Operating Committee, except in relation
to emergency expenditure;
(c) shall
be responsible for all day to day operations of the
Joint Venture which shall include managing and supervising all
approved programmes and budgets;
(d) shall carry
out Joint Venture
activities in
accordance with
good mining industry practice, with reasonable care, skill and
diligence and in
accordance
with all applicable laws and
regulations;
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(e) shall
promptly carry out the
instructions
and directions of
the Operating Committee; and
(f) shall
maintain complete and accurate books, records and
accounts of all
transactions relating
to the Joint
Venture
which shall
be open for inspection and audit by the
Participants.
3.5
The Manager
shall furnish concise reports to the Participants, on a
quarterly basis,
which shall
contain all relevant
technical and
financial information
concerning
the joint venture. The cost of
providing such reports shall be Joint Venture Expenditure.
3.6
All statutory reports concerning the Tenements released by the
Manager shall be
provided to the Participants and the costs of
providing such reports shall be Joint Venture Expenditure.
3.7
The Manager
shall, on receiving
reasonable
notice from any of
the
Participants, provide
that Participant with
copies of any relevant
project data, provided that any such report or relevant project
data
is provided at the cost of the Participant requesting it.
3.8
The Manager
shall not be liable to
any Participant
for any losses
sustained or
liability incurred by the Joint Venture and each
Participant shall be
liable to indemnify
the Manager in proportion
to their respective
Joint Venture
Interests in respect of the same
except where any such loss or liability arises as a direct result
of
the Manager's wilful misconduct or gross negligence.
3.9
Each Participant
appoints the Manager and each of its directors from
time to time
(severally) its lawful
attorney to sign all forms and
documents and do
everything necessary
to maintain the Tenements in
good standing and in full force, and to comply with the
provisions
of the Mining Act.
4.
OPERATING COMMITTEE
4.1
As soon as
practicable the Participants shall form and then maintain
a committee
which shall meet not less than once in
each calendar
quarter unless otherwise agreed.
4.2
Each
of the Participants shall be entitled to appoint a
representative as a member of the Operating Committee and to remove
any person so
appointed and to appoint another person in their
place. Any
appointment
or removal is to be
effected by notice
in
writing to the other Partici
