Exhibit 10.1
Arabian American Development Company
P. O.
Box 1636
Silsbee, TX 77656
(409)
385-8300
August 5,
2009
Re: Al Masane Al Kobra
Company
Dear
Partners,
Please accept this letter as Arabian American
Development Company’s, a Delaware corporation
(“ARSD”) response to the offer conveyed in Dr. Talal
Al-Shair’s letter of June 15, 2009. ARSD has a
strong desire to amicably resolve the issue regarding the
$30,000,000 capital contribution and to move the Al Masane mining
project forward to completion and profitability for all
partners. The ARSD Board has spent significant time
analyzing and discussing the various Al Masane Al Kobra Company, a
Saudi Arabian closed joint stock company (“AMAK”)
formation documents, and has reached the conclusion that the
documentation leading up to and including the formation of AMAK is
ambiguous. ARSD does not interpret the AMAK formation
documents to have the same meaning as that suggested by various
AMAK partners and makes this final offer in a good faith attempt to
settle the issue permanently.
1. ARSD to convey nine percent (9%)
or 4,050,000 shares of AMAK stock to the other AMAK shareholders
pro rata as reflected in the table below. AMAK’s
Articles of Association and Bylaws will be amended by a Saudi
Arabian law firm selected by ARSD within thirty (30) business days
after acceptance of this letter agreement by all AMAK shareholders
to reflect that ARSD has fully and completely paid the subscription
price for 18,450,000 shares of AMAK stock (or 41% of the issued and
outstanding shares), and that neither AMAK nor the other AMAK
partners may require ARSD to make an additional capital
contribution now or in the future, without ARSD’s written
consent.
|
Founder
Shareholders
|
|
Initial Total
Shares
|
|
|
Initial %
|
|
|
Revised Shares
|
|
|
Revised %
|
|
|
Arabian
American Development Company
|
|
|
22,500,000
|
|
|
|
50.00
|
|
|
|
18,450,000
|
|
|
|
41.00
|
|
|
Mr. Mohammed
Mane’a Sultan Aba Al-Ola, owner of Dorrat Al Masane’e
Trading Establishment
|
|
|
7,200,000
|
|
|
|
16.00
|
|
|
|
8,496,000
|
|
|
|
18.88
|
|
|
Al-Sha’er
Trading, Manufacturing and Contracting Company
|
|
|
4,500,000
|
|
|
|
10.00
|
|
|
|
5,310,000
|
|
|
|
11.80
|
|
|
His Royal
Highness Prince Nawaf bin Mishel bin Saud Al Saud, owner of Qasser
Al Ma’aden Trading Establishment
|
|
|
3,600,000
|
|
|
|
8.00
|
|
|
|
4,248,000
|
|
|
|
9.44
|
|
|
Mr. Ibraheem
Ali Hussain Moslem
|
|
|
2,250,000
|
|
|
|
5.00
|
|
|
|
2,655,000
|
|
|
|
5.90
|
|
|
Mr. Majed Ali
Hussain Moslem
|
|
|
2,250,000
|
|
|
|
5.00
|
|
|
|
2,655,000
|
|
|
|
5.90
|
|
|
Thamarat Najran
Co. Ltd.
|
|
|
1,800,000
|
|
|
|
4.00
|
|
|
|
2,124,000
|
|
|
|
4.72
|
|
|
Omar bin Ali
bin Omar Babtain, owner of the Saudi Establishment for Trading
& Construction
|
|
|
900,000
|
|
|
|
2.00
|
|
|
|
1,062,000
|
|
|
|
2.36
|
|
|
Total
|
|
|
45,000,000
|
|
|
|
100.00
|
|
|
|
45,000,000
|
|
|
|
100.00
|
|
2. Within thirty (30) business days
after acceptance of this letter agreement by
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