Exhibit 10.5
THIS LOAN AGREEMENT AND COMMITMENT LETTER
dated for reference the 3rd day of July, 2009
AMONG:
W.Y. ATAP
INVESTMENTS INC. (Inc. No. 0682546), a British Columbia
company with
an address at #300 - 31935 South Fraser Way, Abbotsford,
B.C. V2T
5N7
(the
"Lender")
AND:
MARC
GRAVELLE, businessman, 18488 56A Avenue, Surrey, B.C. V3A 0P8
("Gravelle")
AND:
GEMCO
MINERALS INC. (Inc. No. A0065596), a company incorporated in
the
State of
Florida, USA under incorporation number P97000072960 and
extraprovincially registered in the province of British Columbia
with
an address
at #102 - 20475 Douglas Crescent, Langley, B.C. V3A 4B6
(the
"Borrower")
AND
EVAN BRETT,
businessman, of 19851 - 48th Avenue, Langley, B.C., V3A
3Y6 and GINO
MOLLICA, businessman, of #203 - 20189 56th Avenue,
Langley,
B.C. V3A 3Y6
(the
"Guarantors")
WHEREAS:
A. The Borrower wishes to secure funding and the Lender has agreed
to provide
funding to the Borrower in the gross amount of Two Hundred Fifty
Thousand
Dollars ($250,000);
B. The Guarantors have agreed to personally guarantee the loan;
C. The Guarantors, the Lender and the Borrower wish to set out the
terms upon
which the Lender will provide the loan and establish their rights
and
obligations in connection therewith;
THEREFORE, in consideration of the amounts loaned from the Lender
to the
Borrower, the sum of $1.00 now paid by each of the parties to the
other (the
receipt and sufficiency of which is hereby acknowledged by each of
the parties),
and other good and valuable consideration, the parties agree as
follows:
1. The parties agree that the following definitions shall be used
throughout
this agreement.
Lender
W.Y. ATAP INVESTMENTS INC.
Borrower
GEMCO MINERALS INC.
Guarantors
Evan Brett and Gino Mollica
Loan
Amount
$250,000.00 CDN
<PAGE>
Interest
Rate
20% per annum
Funding
Date
July 6, 2009 or as soon after as possible
Term
2 years
Balance Due
Date July 5,
2011 (depending on Funding Date)
2. PAYMENT TERMS
2.1 The Borrower shall make interest only payments of Four Thousand
One Hundred
Sixty-Six Dollars and Sixty-Seven Cents ($4,166.67) to the Lender
beginning the
6th day of August, 2009 and continuing on the 6th day of each month
through to
and including July 5, 2011. On July 5, 2011, the Borrower shall
repay all
outstanding accrued interest and the principal balance to the
Lender in full.
2.2 The Borrower may repay the Loan in full at any time during the
Term provided
that the Borrower repays both the principal and the entirety of the
interest
remaining until the end of the Term of the Loan.
3. SECURITY
3.1 As security for the Loan:
(a) the Borrower shall pay an
agent's fee of 5% of the value of the Loan
to Marc
Gravelle, which amount will be deducted from the advance of
the Loan
Amount;
(b) the Borrower shall give to Marc
Gravelle 250,000 shares in the capital
stock of the
Borrower;
(c) the Borrower shall give to the
Lender 250,000 shares in the capital
stock of the
Borrower;
(d) the Borrower shall provide a
Corporate Certificate stating that the
Borrower is,
among other things, authorized to borrow the Loan Amount
and grant
the security and is validly existing in the jurisdiction;
(e) the Borrower shall provide a
promissory note for the full Loan Amount
on terms as
agreed to herein;
(f) the Guarantors shall provide
personal guarantees or joint execution of
the
promissory note to evidence their agreement to personally
guarantee
the Loan Amount;
(g) the Borrower shall place a
further 2,500,000 shares in the capital
stock of the
Borrower in escrow to be held by the Lender's solicitor,
which shares
will be released to the Lender upon default in payment of
the Borrower
and the Guarantors. The Borrower shall enter into an
Escrow
Agreement among the Lender, the Borrower and the Lender's
counsel.
4. DOCUMENTATION
4.1 All legal documentation shall be prepared by the firm of: Kuhn
& Company,
Legal Counsel 300 - 31935 South Fraser Way Abbotsford,
