JOINT VENTURE AGREEMENT
Joint Venture Agreement dated as of August 15, 2005 (this
"Agreement") between Iberian Resources
Limited, an Australian Company ("IBR")
and Global Gold Mining, LLC, a Delaware,
USA limited liability company ("GGM").
WHEREAS, the parties desire to acquire and develop the
Lichkvadz-Tei and Terterasar mines and
associated processing plant, equipment,
and other assets in Armenia (by acquiring
one hundred percent of the shares of
the current licensee, Sipan 1, LLC, an
Armenian limited liability company).
(These mining properties are collectively
referred to herein as the "Armenian
Properties").
NOW THEREFORE, the parties hereto hereby agree as follows:
1. LLC Formation.
The parties shall establish a joint venture limited
liability company (the "JV LLC") under the
laws of the
State of Delaware, USA, with an operating
agreement (the "LLC Agreement"), which
IBR and GGM are signing concurrently
herewith, and a copy of which is attached
hereto. The JV LLC in turn shall acquire
the Armenian Properties and provide for
their further development.
2. LLC Ownership, Funding.
(a)
IBR will
own 80% and GGM will own 20% of the
equity interests in the JV LLC.
By paying an
additional $260,000 (in addition
to its preexisting $500,000 investment in
the properties), toward the expected
$3.3 million closing date portion of the
purchase price for the properties, GGM
shall be entitled to its said 20% equity
interest in the JV LLC. IBR shall be
responsible for all other payments of the
purchase price and for all
exploration, development, capital,
operating and other expenses (subject to
clause (b) below) without further
obligation of GGM to contribute funds to
maintain its 20% interest. Each party shall
nevertheless pay its own customary
staff and out-of-pocket expenses.
(b) On commencement of production, both parties will
contribute to the LLC's expenditures on a
pro rata basis.
(c) IBR and GGM shall work together exclusively to
complete the acquisition of the Armenian
Properties on mutually acceptable
terms, including a due diligence period
prior to settlement with Sipan 1.
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3.
Subsequent Projects.
(a) The terms of the present joint venture shall
likewise apply to the acquisition and
development of mining resources within
Armenia which are within 20 kilometers of
Aigedzor, Armenia.
(b) GGM or