Exhibit 10.18
Non-Exclusive Agreement to seek funding dated
December 17, 2001 between jointly U.S. Gold
Corporation and Gold Resource Corporation, and IBK
Capital Corp.
IBK Capital Corp.
The Exchange Tower
000 Xxxx Xxxxxx Xxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxx, Xxxxxx X0X 0X0
December 17, 2001
Xx. Xxxxxxx X. Xxxx, President
U.S. Gold Corporation
Suite 100, 0000 Xxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxx 00000-0000
Dear Xxxx:
In accordance with our recent discussions, IBK Capital
Corp. (IBK Capital) will endeavour to obtain for U.S.
Gold Corporation and/or Gold Resource Corporation (the
Company), on terms and conditions acceptable to the
Company, a private placement of up to US$4.0 million
consisting of common shares or some other acceptable
financing arrangement (the Financing).
1. Fees and Expenses
The Company agrees to pay IBK Capital the following
fees:
A non-refundable work fee of Cdn$25,000 (the Work
Fee), payable upon signing of this agreement, and
On the closing date thereon a commission equal to 9% of
the total amount of the Financing (the Commission).
The Work Fee is paid to IBK Capital to partially defray its
upfront internal costs of providing the services
contemplated by this agreement and is not success
based and is not refundable in any circumstances. The
Work Fee will however be deducted from the Commission
if the Financing is completed.
The Company also agrees to pay IBK Capital for any
reasonable out-of-pocket expenses incurred in connection
with its activities hereunder. An expense advance of
Cdn$3,500 is payable upon signing of this agreement.
This advance will be primarily used for office services
including long distance charges, printing, postage and
other related expenses. Additional advances may be
required from the Company related to travel expenses. All
travel-related expenses are to be approved in writing by
the Company in advance. IBK Capital will on request
provide you with a periodic accounting of all expense
advances made by you.
2. Term
The appointment of IBK Capital pursuant to this
agreement will be effective from the date first written
above and will continue for six months. This agreement
may, however, be terminated or extended by the
Company or by IBK Capital upon notice in writing or
otherwise to the other party. It is understood that in the
event of the termination or expiry of this agreement, IBK
Capital retains the right to be paid any out-of-pocket
expenses incurred by it and due to it pursuant to section 1
above, on or before the date of such termination or expiry
and to retain the Work Fee.
3. Information
The Company will furnish IBK Capital the most up to date
information concerning the Company and its assets as is
available. All such information (the Information) will be
kept confidential by IBK Capital, except such of the
Information as has been made public by the Company.
4. Indemnification
The Company agrees to indemnify and hold harmless IBK
Capital, its directors, employees, agents and controlling
persons (each being an Indemnified Party) from and
against any and all losses, claims, damages, liabilities
and expenses, joint or several to which such Indemnified
Party may become subject under any applicable
Canadian Federal or Provincial law which are caused by
or arise out of (i) any untrue statement or alleged untrue
statement of a material fact contained in the Information
or the omission or the alleged omission to state therein a
material fact necessary in order to make the statements
therein not misleading in light of the circumstances under
which they were made, or (ii) any transaction
contemplated under this agreement or IBK Capital's
providing the services to the Company pursuant to this
agreement. However, such indemnity will not apply under
this clause to the extent that any loss, claim, damage,
liability or expense is found in a final judgment by a court
to have resulted primarily from the gross negligence or
bad faith of IBK Capital in rendering the services to the
Company pursuant to this agreement.
In the event IBK Capital appears as a witness in any
action brought against the Company in which an
Indemnified Party is not named as a defendant, the
Company agrees to reimburse IBK Capital for all
reasonable expenses incurred by it in connection with so
appearing and to compensate IBK Capital in an amount to
be mutually agreed upon.
5. Jurisdiction
The terms of this agreement shall be interpreted by and
construed in accordance with and governed by the laws
of the Province of Ontario.
If the foregoing terms correctly set forth the terms of this
agreement between the Company and IBK capital, please
confirm this by signing and returning to IBK Capital the
duplicate copy of this letter.
Yours very truly,
IBK Capital Corp.
By /s/ Xxxxxxx X. Xxxxx
President
Accepted as of the date first written above:
U.S. Gold Corporation
By /s/ Xxxxxxx X. Xxxx
President
Gold Resource Corporation
By /s/ Xxxxxxx X. Xxxx
President
