Restructuring, Royalty, and Joint Venture Termination Agreement
Agreement dated
as of December 19, 2006 (this "Agreement") among Caucasus
Resources Pty Ltd., an Australian company ("CR"); Global Gold
Mining, LLC, a
Delaware, USA limited liability company ("GGM"); CR's parent
company, Iberian
Resources Limited, an Australian company ("Iberian"); and Aigedzor
Mining
Company, LLC, a Delaware, USA limited liability company ("Aigedzor
LLC").
Recitals
CR and GGM are parties to a Joint Venture Agreement (the "JV
Agreement") and a Limited Liability Company Agreement (the "LLC
Agreement"),
both dated August 15, 2005 under which Aigedzor LLC was
established.
Aigedzor LLC owns 100% of the shares of Sipan 1, LLC, an
Armenian limited liability company (the "Sipan Shares"). Sipan 1,
LLC ("Sipan")
is the licensee of the Lichkvadz-Tei and Terterasar mines and
associated
processing plant, equipment and other assets in Armenia
(collectively with any
other properties acquired within a twenty kilometer radius of
Aigedzor, Armenia,
the "Armenian Properties").
The parties now wish to restructure their relationship,
provide for royalties to GGM, and terminate the JV Agreement and
Aigedzor LLC on
the terms and conditions stated herein.
Agreement
NOW THEREFORE, the parties hereto hereby agree as follows:
1. Termination. (a) Subject to Section 6 below, the JV
Agreement is hereby terminated as of the date hereof and shall be
of no force
and effect from this date. (b) The parties shall promptly and
diligently
following execution of this Agreement proceed to dissolve and
liquidate Aigedzor
LLC in accordance with Article 13 of the LLC Agreement. (c) Upon
its
dissolution, any of the managers of Aigedzor, LLC or its counsel is
hereby
authorized to execute and file a Certificate of Cancellation for
Aigedzor, LLC
in Delaware and its Cancellation of Registration in Connecticut.
(d) Upon its
liquidation, the LLC Agreement shall automatically terminate;
provided that the
parties thereafter shall diligently take all further action, if
any, necessary
to carry out the intention of the present agreement.
2. Distribution.
Upon its dissolution, Aigedzor, LLC shall
transfer all of its right, title and interest in the Sipan Shares
to CR.
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3. Consideration. For GGM's consent to the restructuring and
distribution of the Sipan Shares to CR, GGM shall receive the
following
consideration:
3.1(a) Commencing three months from the date hereof,
CR and /or Iberian shall cause Sipan to pay and Sipan shall pay to
GGM
a production royalty of 2.5% of the net smelter returns ("NSR")
from
all minerals and mineral containing product produced from the
Armenian
Properties after the date hereof ("Royalty"). This Royalty shall
be
paid quarterly, and shall be accompanied by (i) a statement
summarizing
the computation of NSR and (ii) copies of any and all original
settlement statements issued by each buyer for their purchase of
the
products. The settlement statements shall include the total weight
of
product purchased; the contained payable elements within the
product;
the market prices of the elements; deduction of all processing
and
penalties; and the total amount due to be remitted to the seller on
a
provisional and final settlement basis. The quarterly Royalty
payments
will be provisional and subject to adjustment at the end of
Sipan's
accounting year. The term "NSR" as used herein shall mean the
full
value received by Sipan from any buyer for any and all products
sold
from the Armenian Properties, reflective of the point of sale
after
deductions for all of the following charges from third parties, if
any:
custom smelting costs, treatment charges and penalties including,
but
without being limited to, metal losses, penalties for impurities
and
charges or deductions for refining, selling, and transportation
from
smelter to refinery and from refinery to market.
3.1.(b) Upon reasonable notice and within no less
than thirty days from such notice but no more than two times per
year,
GGM shall be entitled to inspect and audit production and sales
records
from the Armenian Properties.
3.2 Within
five business days of the date
hereof, CR shall make a cash payment to GGM by wire transfer in the
amount of
US$1,000,000.
3.3 Within
five business days of the date hereof
Iberian shall issue 5,000,000 shares (the "5 Million Shares") of
its common
equity stock (the "Common Stock") to GGM. The stock certificate
representing the
5 Million Shares shall be registered in the name of
GGM but shall, on the date hereof, be delivered to Ivey, Barnum
& O'Mara, LLC,
170 Mason Street, Greenwich, CT 06830 as Escrow Agent, to hold such
shares in
escrow for a period of 12 months from the date hereof (the "Lock-Up
Period").
Promptly after the Lock-Up Period, the Escrow Agent will deliver
this stock
certificate to GGM, unrestricted and without legend, subject only
to applicable
securities law requirements. Further provisions with respect to the
duties of
the Escrow Agent hereunder are set forth in Addendum A hereto.
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4. Lock-Up. Without the prior written consent of Iberian, GGM
shall not, during the Lock-Up Period: (i) offer, issue, pledge,
sell, contract
to sell, sell any option or contract to purchase, purchase any
option or
contract to sell, grant any option, right or warrant to purchase,
lend or
otherwise transfer or dispose of, directly or indirectly, any
shares of Common
Stock or any securities convertible into or exercisable or
exchangeable for
Common Stock, or (ii) enter into any swap or other arrangement that
transfers to
another, in whole or in part, any of the economic consequences of
ownership of
Common Stock, whether any such transaction described in clause (i)
or (ii) above
is to be settled by delivery of Common Stock or such other
securities, in cash
or otherwise.
5. Additional Shares. In the event that the average closing
market price for Common Stock (or if there is no organized market,
the last
trade of the day) for any consecutive period of thirty trading days
during the
Lock-Up Period shall drop below AUS$0.50, GGM shall, subject to the
receipt by
Iberian of any necessary approvals under the Listing Rules of
Australian Stock
Exchange Limited, promptly receive from Iberian an additional 2.5
million shares
of Common Stock (the "2.5 Million Shares", and with the 5 Million
Shares,
collectively the "Iberian Shares"). These 2.5 million Shares shall
likewise be
subject to the provisions of Section 4 above.
6. Further Projects. GGM or one of its affiliates shall have
the right to participate up to 20%, on reasonably negotiated terms,
in any other
exploration or mining related projects undertaken by CR or its
affiliates in
Armenia (excluding any new projects in the area of the Armenian
Properties as
defined in this Agreement) during the period ending August 15,
2015.
7. Releases. GGM and CR mutually release each other from all
future obligations under the JV Agreement and from and against
third party
actions, claims, suits, demands, damages, costs, interest and
expenses brought
against or incurred by the first such party, respectively, which,
but for the
execution of this Agreement, may now or at any time in the future
be made
against the second party arising from the JV Agreement or the early
termination
of the JV Agreement, except as provided herein. Any party may plead
this
Agreement in bar against any third party action, suit or other
proceeding for
any claim for breach of the JV Agreement which occurs following the
date of this
Agreement.
8. Securities Law Representations. GGM makes the following
representations to Iberian and Caucasus:
8.1 GGM has no
present plans or intention to
sell, transfer, pledge or hypothecate or otherwise dispose of any
of the
Iberian Shares.
8.2 GGM
understands that the Iberian Common
Stock may not be transferable without registration under the United
States
Securities Act of 1933 or an applicable exemption therefrom.
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8.3 GGM has
sufficient knowledge and experience
in financial and
business matters and general familiarity with Iberian so as to
be capable of
evaluating the merits and risks
of the Iberian Common Stock, and GGM has sufficient assets and
liquidity or a
reasonable expectation of sufficient income to meet GGM's needs,
both in the
short and the long term, without relying on any distribution of
cash or other
assets from Iberian. GGM is able to bear the economic risk of
holding the
Iberian Common Stock for an indefinite period, including the
possible risk of
loss of their entire value.
8.4 GGM has
been given the opportunity to ask
questions of, and receive answers from Iberian concerning the
Iberian Common
Stock and concerning the Iberian situation generally, and all such
questions
have been answered to the satisfaction of the GGM.
9.
Miscellaneous
9.1 This
Agreement contains the entire
understanding among the parties with respect to the subject
matter of this Agreement and supersedes any prior understandings,
agreements or
representations, written or oral, relating to the subject matter of
this
Agreement.
9.2 This
Agreement may be executed in separate
counterparts, each of which will be an original and all
of which taken together shall constitute one and the same
agreement, and any
party hereto may execute this Agreement by signing any
