KIMBER RESOURCES INC. as Issuer, as U.S. Trustee and as Canadian Trustee INDENTURE Dated as of ,Kimber Resources Inc. • February 28th, 2013 • Mining & quarrying of nonmetallic minerals (no fuels) • New York
INDENTURE, dated as of ____________________, between KIMBER RESOURCES INC., a corporation duly continued and existing under the laws of British Columbia (herein called the “Company”), having its principal office at Suite 215, 800 West Pender Street, Vancouver, British Columbia V6C 2V6 and [_______________], a trust company, organized under the laws of the United States, as U.S. trustee (herein called the “U.S. Trustee”), and [_______________], a trust company duly organized and existing under the laws of Canada, as Canadian trustee (the “Canadian Trustee” and, together with the U.S. Trustee, the “Trustees”).
ContractKimber Resources Inc. • May 13th, 2005 • Mining & quarrying of nonmetallic minerals (no fuels) • Chihuahua
THIS TEMPORARY OCCUPATION OF EJIDO LAND AGREEMENT is made and entered in the Town of Monterde, Municipality of Guazaparez, State of Chihuahua, Mexico, on this the 13th day of July, 2003, by and between:
SUBSCRIPTION AGREEMENT (non-U.S. Persons; non-brokered) UNITSSubscription Agreement • September 30th, 2008 • Kimber Resources Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • British Columbia
The undersigned (the "Purchaser") hereby irrevocably subscribes for and agrees to purchase from the Issuer, subject to the terms and conditions set forth in Schedule "A" to this subscription (which, together with all appendices (the "Appendices") attached hereto, shall be deemed to form a part of this subscription and shall be collectively referred to as the Agreement), that number of units (each a "Unit") of the Issuer set out on page 3 hereof at a price of $1.25 per Unit. Each Unit shall consist of one common share in the capital of the Issuer and one-half of one common share purchase warrant (each whole warrant a "Warrant"). Each Warrant shall entitle the holder to acquire, upon exercise, one common share of the Issuer at a price of $1.80 per common share for a term that commences at Closing (as defined below) and ends on the date 24 months following Closing (the "Warrant Expiry Date").
CARRIED INTEREST AGREEMENTCarried Interest Agreement • May 13th, 2005 • Kimber Resources Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • British Columbia
THIS AGREEMENT is made and entered on this 18th day of February, 2000 (hereinafter the "Effective Date"), by and between KIMBER RESOURCES INC., a British Columbia Canada corporation with its principal office located at 400 – 789 West Pender Street, Vancouver, B.C., Canada V6C 1H2 (hereinafter "KRI"), and THORNE INTERNATIONAL LTD., a Virginia corporation with its principal office located at 2120 Wordsworth Court, Suite 402, Herndon, Virginia 20170, (hereinafter "TIL"), and MINERA AYUTLA S.A. DE C.V., a Mexican corporation with its principal office located at Dr. Aguilar 150, Hermosillo, Sonora, Mexico (hereinafter "MAS") (Collectively, TIL and MAS are referred to herein as the "Developers") for the purpose of establishing a Carried Interest Agreement between them.
STOCK OPTION AGREEMENTStock Option Agreement • May 13th, 2005 • Kimber Resources Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • British Columbia
KIMBER RESOURCES INC., a company duly incorporated under the laws of the Province of British Columbia, having its head office located at Suite 400 - 789 West Pender Street, Vancouver, British Columbia, V6C 1H2
Sale and Purchase of Mining Concessions AgreementAgreement • May 13th, 2005 • Kimber Resources Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
THIS AGREEMENT is made and entered in the City of Chihuahua, State of Chihuahua, Mexico on this the 20th day of June, 2003 by and between:
TRANSFER AGENT, REGISTRAR AND DIVIDEND DISBURSING AGENT AGREEMENTRegistrar and Dividend Disbursing Agent Agreement • May 13th, 2005 • Kimber Resources Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • British Columbia
This Agreement witnesses that in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties covenant and agree as follows:
LOAN AGREEMENTLoan Agreement • September 29th, 2009 • Kimber Resources Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • British Columbia
WHEREAS the Lender has loaned and may loan amounts to the Borrower from time to time (any such loans hereinafter referred to collectively as the "Indebtedness");
KIMBER RESOURCES INC. NON-BROKERED PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (U.S. SUBSCRIBERS) INSTRUCTIONS TO PURCHASERSubscription Agreement • May 13th, 2005 • Kimber Resources Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
SUBSCRIPTION AGREEMENT (U.S. Persons; non-brokered) UNITSSubscription Agreement • September 30th, 2008 • Kimber Resources Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • British Columbia
THIS AGREEMENT is made as of the 13th day of January, 2004 BETWEEN:Agreement • May 13th, 2005 • Kimber Resources Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
KIMBER RESOURCES INC., a company duly incorporated under the laws of the Province of British Columbia, having its head office located at Suite 215 - 800 West Pender Street, Vancouver, British Columbia, V6C 2V6
ANEXO “C” VERSION EN INGLESKimber Resources Inc. • September 29th, 2009 • Mining & quarrying of nonmetallic minerals (no fuels)
This Agreement is executed pursuant to the laws of the United Mexican States and, in particular, in accordance with the applicable provisions of the Agrarian Act, the Mining Act and its Regulations, the Commercial Code and the Civil Code of the State of México.
Sale and Purchase of Mining Concession AgreementConcession Agreement • May 13th, 2005 • Kimber Resources Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
THIS AGREEMENT is made and entered in the City of Chihuahua, State of Chihuahua, Mexico on this the 20th day of June, 2003 by and between:
SALE AND PURCHASE OF MINING CONCESSION AGREEMENTSale and Purchase of Mining Concession Agreement • May 13th, 2005 • Kimber Resources Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Chihuahua
THIS AGREEMENT is made and entered in the City of Chihuahua, State of Chihuahua, Mexico on this the 22nd day of June, 2004 by and between:
Sale and Purchase of Mining Concessions AgreementAgreement • May 13th, 2005 • Kimber Resources Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Chihuahua
THIS AGREEMENT is made and entered in the City of Chihuahua, State of Chihuahua, Mexico on this the 18 day of May, 2004 by and between:
Sale and Purchase of Mining Concessions AgreementAgreement • May 13th, 2005 • Kimber Resources Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
THIS AGREEMENT is made and entered in the City of Chihuahua, State of Chihuahua, Mexico on this the 8th day of September, 2003 by and between:
Sale and Purchase of Mining Concessions AgreementAgreement • May 13th, 2005 • Kimber Resources Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
THIS AGREEMENT is made and entered in the City of Chihuahua, State of Chihuahua, Mexico on this the 20th day of June, 2003 by and between:
AGENCY AGREEMENT -- UNIT PRIVATE PLACEMENTAgreement • May 13th, 2005 • Kimber Resources Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • British Columbia
AGENCY AGREEMENT -- UNIT PRIVATE PLACEMENTAgency Agreement -- Unit Private Placement • May 13th, 2005 • Kimber Resources Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • British Columbia
THIS SETTLEMENT AGREEMENT made as of the 26th day of April, 2007Settlement Agreement • October 1st, 2007 • Kimber Resources Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
Director and Officer Indemnification AgreementDirector and Officer Indemnification Agreement • September 28th, 2010 • Kimber Resources Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • British Columbia
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made as of this l day of l, 2010, between Kimber Resources Inc. (the “Corporation”), a corporation incorporated under the Business Corporations Act (British Columbia) and l (the “Indemnified Party”).
Toronto Stock Exchange listing agreementKimber Resources Inc. • May 13th, 2005 • Mining & quarrying of nonmetallic minerals (no fuels)
In consideration of the listing on The Toronto Stock Exchange (hereinafter called the "Exchange") of securities of the undersigned (hereinafter called the "Applicant"), the Applicant agrees with the Exchange as follows:
ContractKimber Resources Inc. • July 21st, 2005 • Mining & quarrying of nonmetallic minerals (no fuels) • Chihuahua
THIS TEMPORARY OCCUPATION OF EJIDO LAND AGREEMENT is made and entered in the Town of Monterde, Municipality of Guazaparez, State of Chihuahua, Mexico, on this the 13th day of July, 2003, by and between:
SUBSCRIPTION AGREEMENT (non-U.S. Persons; non-brokered) UNITSSubscription Agreement • May 13th, 2005 • Kimber Resources Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • British Columbia
The undersigned (the “Purchaser”) hereby irrevocably subscribes for and agrees to purchase from the Issuer, subject to the terms and conditions set forth in Schedule “A” to this subscription (which, together with all appendices (the “Appendices”) attached hereto, shall be deemed to form a part of this subscription and shall be collectively referred to as the Agreement), that number of units (the “Units”) of the Issuer set out on page 2 hereof at a price of $1.55 per Unit. Each Unit shall consist of one common share in the capital of the Issuer and one-half of one common share purchase warrant (one whole warrant called a “Warrant”). Each Warrant shall be exercisable into one common share at a price of $1.80 for a term that commences upon Closing (as defined below) and ends at 4:00 p.m. (Pacific Standard Time) on March 8, 2006.
February 3, 2010Kimber Resources Inc. • September 28th, 2010 • Mining & quarrying of nonmetallic minerals (no fuels)
Reference is made hereby to that certain Engagement Agreement (the “Engagement Agreement”) dated December 7, 2009 by and among Kimber Resources Inc. and Scarsdale Equities LLC("Scarsdale").
SUBSCRIPTION AGREEMENTSubscription Agreement • September 29th, 2006 • Kimber Resources Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • British Columbia
This form is for use by all U.S. subscribers. A “U.S. subscriber” is any U.S. Person (as defined below). This will include (a) any natural person resident in the United States (as defined below); (b) any partnership or corporation organized or incorporated under the laws of the United States; (c) any partnership or corporation organized outside the United States by a U.S. Person principally for the purposes of investing in securities not registered under the 1933 Act (as defined below), unless it is organized or incorporated, and owned, by U.S. accredited investors who are not natural persons, estates or trusts; and (d) any estate of which any executor or administrator is a U.S. Person.
ANEXO C VERSION EN INGLESAmending Agreement • September 30th, 2008 • Kimber Resources Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
THIS AMENDING AGREEMENT is made and entered in the Town of Monterde, Municipality of Guazaparez, State of Chihuahua, Mexico, on this the 30th day of January, 20035 by and between:
SUBSCRIPTION AGREEMENT (U.S. Persons; non-brokered) UNITSSubscription Agreement • December 20th, 2005 • Kimber Resources Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • British Columbia
The undersigned (the “Purchaser”) hereby irrevocably subscribes for and agrees to purchase from the Issuer, subject to the terms and conditions set forth in Schedule “A” to this subscription (which, together with all appendices (the “Appendices”) attached hereto, shall be deemed to form a part of this subscription and shall be collectively referred to as the Agreement), that number of units (each a “Unit”) of the Issuer set out on page 3 hereof at a price of $1.50 per Unit. Each Unit shall consist of one common share in the capital of the Issuer and one-half of one common share purchase warrant (each whole warrant a “Warrant”). Each Warrant shall entitle the holder to acquire, upon exercise, one common share of the Issuer at a price of $1.80 per common share for a term that commences at Closing (as defined below) and ends on the date eighteen months following Closing (the "Warrant Expiry Date").
THIS AGREEMENT is made as of the 26th day of April, 2007 BETWEEN:Agreement • October 1st, 2007 • Kimber Resources Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
KIMBER RESOURCES INC., a company duly incorporated under the laws of the Province of British Columbia, having its head office located at Suite 215 - 800 West Pender Street, Vancouver, British Columbia, V6C 2V6
ANEXO "C" VERSION EN INGLESKimber Resources Inc. • September 29th, 2009 • Mining & quarrying of nonmetallic minerals (no fuels)
This Agreement is executed pursuant to the laws of the United Mexican States and, in particular, in accordance with the applicable provisions of the Agrarian Act, the Mining Act and its Regulations, the Commercial Code and the Civil Code of the State of México.
STOCK OPTION AGREEMENT KIMBER RESOURCES INC. 2007 STOCK OPTION PLANStock Option Agreement • September 30th, 2008 • Kimber Resources Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • British Columbia
KIMBER RESOURCES INC., a company duly incorporated under the laws of the Province of British Columbia, having its head office located at Suite 215 - 800 West Pender Street, Vancouver, British Columbia, V6C 2V6
ENGLISH VERSION unexecutedKimber Resources Inc. • September 29th, 2006 • Mining & quarrying of nonmetallic minerals (no fuels) • Chihuahua
THIS TEMPORARY OCCUPATION OF EJIDO LAND AGREEMENT is made and entered in the Town of Ocobiachi, Municipality of Guazap arez, State of Chihuahua, Mexico, on this the 7th day of May, 2006, between:
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • September 30th, 2008 • Kimber Resources Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • British Columbia
KIMBER RESOURCES INC., a company duly incorporated under the laws of the Province of British Columbia, having its head office located at Suite 215 - 800 West Pender Street, Vancouver, British Columbia, V6C 2V6
BID SHEET & JOB SPECIFICATIONSAssignment Agreement • September 28th, 2011 • Kimber Resources Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
This agreement is made and entered into this day 9th of January of 2011 by and between MAJOR DRILLING DE MEXICO, S.A. DE C.V. (hereinafter called CONTRACTOR), and KIMBER RESOURCES DE MEXICO, S.A. DE C.V. (hereinafter called COMPANY).
ANEXO "C" VERSION EN INGLESKimber Resources Inc. • September 29th, 2009 • Mining & quarrying of nonmetallic minerals (no fuels)
This Agreement is executed pursuant to the laws of the United Mexican States and, in particular, in accordance with the applicable provisions of the Agrarian Act, the Mining Act and its Regulations, the Commercial Code and the Civil Code of the State of México.
