AGREEMENT
Amongst
CONTINENTAL CAPITAL LIMITED
And
PINNACLE RESOURCES INC
And
GOLDEN FALLS TRADING 565 (PROPRIETARY) LIMITED
In respect of
VANADIUM AND MAGNETITE EXPLORATION AND DEVELOPMENT CO (SA)
(PROPRIETARY) LIMITED
Table of Contents
1. Definitions and Interpretation 3
2. Introduction 8
3. Settlement 8
4. Authority 10
5. Confidentiality 11
6. Mediation and arbitration 11
7. Breach 14
8. Miscellaneous matters 14
1. Definitions and Interpretation
1.1 In this agreement, the following words shall, unless otherwise
stated or inconsistent with the context in which they appear, bear the
following meanings and other words derived from the same origins as
such words (that is, cognate words) shall bear corresponding meanings:
1.1.1 "Agreement" means this agreement and all schedules another
annexes thereto:
1.1.2 "Auditors" means ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ c/o
▇▇▇▇▇▇▇▇ @▇▇▇▇.▇▇.▇▇;
1.1.3 "Bee Parties" means Placon Trade & Invest 180 (Pty) Ltd and
Vanmag Economic Empowerment Group (Pty) Ltd;
1.1.4 "Business Day" means any day other than a Saturday, Sunday
or public holiday officially recognized as such in the Republic of
South Africa;
1.1.5 "Companies Act" means the Companies Acct. No. 61 of 1973, as
amended or replaced from time to time;
1.1.6 "Company" means Vanadium and Magnetite Exploration and
Development Co (SA) (Proprietary) Limited, registration number
1996/017215/07, a private company with limited liability registered and
Incorporated in the Republic of South Africa in terms of the Companies
Act;
1.1.7 "Continental" means Continental Capital Limited,
registration number ACN009125651, a company duly incorporated under the
Laws of Australia listed on the Australian Securities Exchange;
1.1.8 "Demindex" means Demindex Resources Corporation Limited,
registration no. 1990/001628/07 c/o ▇▇▇▇ ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇.▇▇;
1.1.9 "Documents of Title" means all documents required to give
effecdt to the shares transfer contemplated in the Settlement
Agreement, including, but not limited to:
1.1.9.1 the original share certificate reflecting the transfer of
2667 shares in the Company to Continental;
1.1.9.2 the original resolution passed by the directors of the
Company approving the transfer;
1.1.9.3 the original CM4Z securities transfer form;
1.1.9.4 the original resolution of directors representing Pinnacle
and Golden Falls resigning as directors of the Company;
1.1.9.5 the original resolution authorizing ▇▇▇▇ ▇ ▇▇▇▇▇▇ to sign
the Settlement Agreement as well as this Agreement.
1.1.10 "Golden Falls" means Golden Falls Trading 565 (Proprietary)
Limited, registration number 2006/033595/07, a private company with
limited liability registered and incorporated in the Republic of South
Africa in terms o the Companies Act;
1.1.11 ▇▇▇▇▇▇/▇▇▇▇▇▇▇" means an unidentified claim made by ▇▇▇▇▇
▇▇▇▇▇▇▇ and represented by ▇▇▇▇▇ ▇▇▇▇▇▇;
1.1.12 "Pinnacle" means Pinnacle Resources Inc. a company, with
registration number 84/1414889 incorporated under the laws of USA
represented by ▇▇▇▇ ▇ ▇▇▇▇▇▇;
1.1.13 "R" or "Rands" means the official currency of South Africa;
1.1.14 "Settlement Agreement" means the written Settlement Agreement
concluded between Continental, Pinnacle, Golden Falls and the BEE
Parties on 15 April 2009;
1.1.15 "Signature Date" means, when this Agreement has been signed by
each Party (whether or not in counterpart), the latest of the dates on
which this Agreement (or any counterpart) was signed by any Party;
1.1.18 "Surviving Provisions" means clauses 1 (Definitions and
Interpretation), 2 (Records), 5(Confidentiality), 6(Mediation and
arbitration), 7(Breach), 8(Miscellaneous matters) and any other
provisions of this Agreement which are expressed to continue in force
after termination or which by necessary implication must continue after
termination;
1.1.17 "USD" means United States Dollars;
1.1.18 "▇▇▇▇▇▇ ▇▇▇▇▇▇▇" means attorneys ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇.
1.2 In this Agreement:
1.2.1 references to a statutory provision include any subordinate
legislation made from time to time under that provision and include
that provision as modified or re-enacted from time to time;
1.2.2 words importing the masculine gender include the feminine and
neuter genders and vice versa; the singular includes the plural and
vice versa; and
1.2.3 references to a "person" include a natural person, company,
close corporation or any other juristic person or other corporate
entity, a charity, trust, partnership, joint venture, syndicate, or any
other association of persons;
1.2.4 references to a "subsidiary" or a "holding company" shall be
references to a subsidiary or holding company as defined in the
Companies Act;
1.2.5 If a definition imposes substantive rights and obligations on
a Party, such rights and obligations shall be given effect to and shall
be enforceable, notwithstanding that they are contained in a
definition;
1.2.6 any definition, whenever it appears in this Agreement, shall
bear the same meaning and apply throughout this Agreement unless
otherwise stated or inconsistent with the context in which it appears;
1.2.7 if there is any conflict between any definitions in this
Agreement then, for purposes of interpreting any clause of the
Agreement or paragraph of any annex, the definition appearing in that
clause or paragraph shall prevail over any other conflicting definition
appearing elsewhere in the Agreement;
1.2.8 where any number of days is prescribed, those days shall be
reckoned exclusively of the first and inclusively of the last day
unless the last day falls on a day which is not a Business Day, in
which event the last day shall be the next succeeding Business Day;
1.2.9 where the day upon or by which any act is required to be
performed is not a Business Day;
1.2.10 any provision in this Agreement which is or may become
illegal, invalid or unenforceable in any jurisdiction affected by this
Agreement shall, as to such jurisdiction, be ineffective to the extent
of such prohibition or unenforceability and shall be treated on having
not been written (ie pro non scriplo) and severed from the balance of
this Agreement, without invalidating the remaining provisions of this
Agreement or affecting the validity or enforceability of such provision
in any other jurisdiction;
1.2.11 the use of any expression covering a process available under
South African law (such as but not limited to winding-up) shall, if any
of the Parties is subject to the law of any other jurisdiction, be
interpreted in relation to that Party as including any equivalent or
analogous proceeding under the law of such other jurisdiction;
1.2.12 references to any amount shall mean that amount exclusive of
VAT, unless the amount expressly includes VAT;
1.2.13 the rule of construction that if general words or terms are
used in association with specific words or terms which are a species of
a particular genus or class, the meaning of the general words or terms
shall be restricted to that same class (ie the eluadem generia rule)
shall not apply, and whenever the word "including" is used followed by
specific examples, such examples shall not be interpreted so as to
limit the meaning of any work or term to the same genus or class as the
examples given.
1.3 The expiration or termination of this Agreement shall not affect
such of the provisions of this Agreement which are expressly provided
to operated after any such expiration or termination, or which of
necessity must continue to have effect after such expiration or
termination, notwithstanding that the relevant provisions themselves do
not provide for this.
1.4 Each of the provisions of this Agreement has been negotiated by
the Parties and drafted for the benefit of the Parties, and accordingly
the rule of construction that the contract shall be interpreted against
or to the disadvantage of the Party responsible for the drafting or
preparation of the Agreement (ie the contra proferentem rule), shall
not apply.
2. Introduction
2.1 The parties hereto, together with the BEE Parties, concluded the
Settlement Agreement.
2.2 Notwithstanding the provisions of the Settlement Agreement,
Pinnacle contends that a further R1 000 000.00 (one million Rand) and
the sum of US1 000 000.00 (one million US Dollars) are due and payable
by Continental.
2.3 Continental is agreeable to settling the aforesaid sums in
addition to any other payments specified in the Settlement Agreement,
provided that it is provided with adequate security insofar as the
Documents of Title are concerned.
2.4 The purpose of this agreement is to provide for a satisfactory
process for affecting delivery of the Documents of Title and the
subsequent payments of the amounts contemplated in 2.2 above.
3. Settlement
3.1 Forthwith upon the Signature Date, Pinnacle that procure that the
Auditors shall deliver to Continental's Attorney, copies of signed
Documents of Title, which documents are to be held in trust until such
time as payment has been received by Pinnacle in terms of clause 3.2.1
and 3.2.2 below, the Settlement Agreement will be regarded as
unconditional, whereafter the Auditors are hereby irrevocably
instructed to deliver forthwith to Continental the original Documents
of Title to Continental or its attorneys, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ c/o ▇▇▇▇
▇▇▇▇▇▇▇ in accordance with the further provisions of this clause 3
hereunder.
3.2 Continental undertakes to pay Pinnacle within 7(seven) days, of
written receipt from Continental's Attorney confirming that he is in
receipt of the copies of the Documents of Title, the originals having
been lodged with the Auditor. The amounts contemplated in 2.2 as
follows:
3.2.1 USD 1 000 000.00 to the account of Pinnacle Resources Inc as
follows:
Key Bank N.A.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇
Swift Code: keybus33
ABA # 30 70708 267
For further credit to:
Pinnacle Resources Inc.
Account Number ▇▇▇ ▇▇▇ ▇▇▇ 22
3.2.2 R1 000 000.00 to the account of Titan Processors (Pty) Ltd as
follows:
Standard Bank
Boxburg, South Africa
Branch Code; 011842
Swift Code: ▇▇▇▇▇▇▇▇
For Further Credit To:
Titan Processors (Pty) Ltd
Account Number 070708548
3.2.3 Upon written receipt of confirmation of the payments made in
clauses 3.2.1 and 3.2.2 above by Continental or its attorneys to
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ and confirmed by Pinnacle, the
Documents of Title shall immediately be released to Continental's
attorneys.
3.2.4 Annexed hereto are the copies of the original documentation
received from the Company's Auditors;
3.2.4.1 Copy of the Resolution confirming resignation of Directors;
3.2.4.2 Letters of resignation signed by ▇▇▇▇ ▇ ▇▇▇▇▇▇ and ▇▇▇
▇▇▇▇▇▇;
3.2.4.3 The signed CM4Z Share Transfer Form transferring 2667
shares in the Company to Continental;
3.2.4.4 The cancelled Share Certificate in favour of Pinnacle;
3.2.4.5 The Share Certificate issued in favour of Continental in
respect of the acquired 2667 shares in the Company;
3.2.4.6 The unsigned Resolution passed by Directors of the Company
approving the transfer of the 2667 shares to Continental in the
Company;
3.2.4.7 The signed Resolution of the Company canceling the 16000
ordinary shares issued on 17 October 2005;
3.2.4.8 Copy of the cancelled Share Certificate dated 17 October
2005.
3.2.5 In the event that Continental concludes a sale of shares
transaction with Demindex or any third party purchaser in respect of
shares in the Company, and to the extent that such transaction includes
provision for a royalty arrangement, providing for a production payment
of USD.50 per ton capped at USD 3 000 000.00, in favour of Continental.
Continental undertakes to cede and assign any royalty rights that may
be afforded to it in terms of such agreement to Pinnacle.
3.2.6 Continental furthermore undertakes on behalf of Pinnacle, to use
its best endeavours to negotiate an appropriate settlement with
Demindex, in terms of which ▇▇▇▇▇▇/▇▇▇▇▇▇▇ shall be paid an amount of
not exceeding USD 500 000.00 in the settlement process or negotiations
with ▇▇▇▇▇▇/▇▇▇▇▇▇▇ to ensure that an appropriate outcome is achieved
for Pinnacle in relation to such settlement.
4. Authority
Each of the Parties warrants, undertakes and represents to the other
Parties, as material warranties, undertakings and representations that:
4.1 It has the power and authority to conclude this Agreement and to
sign and perform its obligations under this Agreement;
4.2 this Agreement creates valid, legally binding and enforceable
obligations for the Parties.
4.3 the signature and terms of this Agreement do not and shall not;
4.4 contravene any law, regulation, directive, judgment or order to
which is it subject; or
4.5 result in any actual or potential breach of or default under any
obligation, agreement, instrument or consent to which it is a party or
by which it is bound or which it requires to carry on its business; or
4.6 contravene any provision of its memorandum and articles of
association.
5 Confidentiality
Each of the Parties shall at all times keep the existence and contents
o this Agreement confidential, save for any information:
5.1 which is publicly available or becomes publicly available through
no act or default of any party; or
5.2 which was in the possession of a Party prior to its disclosure
otherwise than as a result of any breach by that Party of any
obligation of confidentiality owed to any other person whether pursuant
to this Agreement or otherwise; or
5.3 which is disclosed to a Party by a person which person did not
acquire the information under an obligation of confidentiality; or
5.4 which is independently acquired by a Party as a result of work
carried out by a person to whom no disclosure of such information has
been made, and each Party shall not use or disclose such information
except with the prior written consent of the other Party or in
accordance with an order of a court of competent jurisdiction or in
order to comply with any law or governmental regulations by which any
Party concerned is bound or as may be lawfully requested in writing by
any governmental authority, or in the case of information relating to
the Company for the advancement of the Company.
6. Mediation and arbitration
6.1 separate, divisible agreement
This clause is a separate, divisible agreement from the rest of this
Agreement and shall:
6.1.1 not be or become void, voidable or unenforceable by reason
only of any alleged misrepresentation, mistake, duress, undue
influence, impossibility (initial or supervening), illegality,
immorality, absence of consensus, lack of authority or other cause
relating in substance to the rest of the Agreement and not to this
clause. The Parties intend that any such issue shall at all times be
and remain subject to arbitration in terms of this clause;
6.1.2 remain in effect even if the Agreement terminates or is
cancelled.
6.2 disputes subject to mediation and arbitration
Save as may be expressly provided for elsewhere in this Agreement for
the resolution of particular disputes, any other dispute arising out of
or in connection with this Agreement or the subject matter oft his
Agreement, including without limitation, any dispute concerning;
6.2.1 the existence of the Agreement apart from this clause;
6.2.2 the interpretation and effect of the Agreement;
6.2.3 the Parties' respective rights or obligations under the
Agreement;
6.2.4 the rectification of the Agreement;
6.2.5 the breach, termination or cancellation of the Agreement or
any matter arising out of the breach, termination or cancellation;
6.2.6 damages arising in derelict compensation for unjust
enrichment or any other claim, whether or not the rest of the Agreement
apart from this clause is valid and enforceable, shall be referred to
mediation as set out in clause 6.3.
6.3 mediation
6.3.1 if the Parties are unable to agree on a mediator or to
resolve any dispute by way of mediation within 14 days of any Party in
writing requesting that the dispute be resolved by mediation, then the
dispute shall be submitted to and decided by arbitration as set out in
this clause.
6.4 appointment of arbitrator
6.4.1 The Parties shall agree on the arbitrator who shall be an
attorney or advocate on the panel of arbitrators of the Arbitration
Foundation of Southern Africa ("AFSA"). If agreement is not reached
within 10 Business Days after any Party calls in writing for such
agreement, the arbitrator shall be an attorney or advocate nominated by
the Registrar of AFSA for the time being.
6.4.2 The request to nominate an arbitrator shall be in writing
outlining the claim and any counterclaim of which the party concerned
is aware and, if desired, suggesting suitable nominees for appointment
as arbitrator, and a copy shall be furnished to the other Parties who
may, within 7 days, submit written comments on the request to the
addresses of the request with a copy to the first party.
6.5 venue and period for completion of arbitration
The arbitration shall be held in Johannesburg and the Parties shall
endeavour to ensure that it is completed within 90 days after notice
requiring the claim to be referred to arbitration is given.
6.6 Arbitration Act - rules
The arbitration shall be governed by the Arbitration ▇▇▇, ▇▇▇▇, or any
replacement Act and shall take place in accordance with the Commercial
Arbitration Rules of AFSA.
6.7 arbitrator may apply equity
The arbitrator need not strictly observe the principles of law and may
decide the matters submitted to him according to what he considers
equitable in the circumstances.
6.8 Application to court for urgent interim relief
Nothing contained in this clause 6 shall prohibit a Party from
approaching any court of competent jurisdiction for urgent interim
relief pending determination of the dispute by arbitration.
7. Breach
Should any Party ("the Defaulting Party") breach any provision of this
Agreement and fail to remedy such breach within 7 days after receiving
written notice requiring such remedy from any other Party ("the
Aggrieved party") then the Aggrieved Party shall, irrespective of the
materiality of such breach or provision, be entitled, without prejudice
to its rights in law including any right to claim damages, to cancel
this Agreement or to claim immediate specific performance of all of the
obligations of the Defaulting Party, whether then due for performance
or not.
8. Miscellaneous matters
8.1 postal address
8.1.1 Any written notice in connection with this Agreement may be
addressed:
8.1.1.1 in the case of Continental to:
Address ▇▇▇▇▇ ▇, ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇
Fax no ▇▇▇ ▇ ▇▇▇▇ ▇▇▇▇
E-mail ▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.▇▇;
and is marked for the attention of ▇▇▇▇▇ ▇▇▇▇▇▇;
8.1.1.2 in the case of Corridor to:
Address 2304 Wyndom Park
▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇
▇▇▇▇
Fax no ▇▇▇ (▇)▇▇ ▇▇▇ ▇▇▇▇
E-mail ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇.▇▇
and is marked for the attention of ▇▇▇▇▇▇ Shinganga;
8.1.1.3 in the case of Pinnacle to:
Address ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ of America 80112
Fax no +303 799 -912
E-mail ▇▇▇▇▇@▇▇▇▇.▇▇▇
and is marked for the attention of RA "Dutch" ▇▇▇▇▇▇▇▇▇▇▇
8.1.1.4 in the case of Golden Falls to:
Address c/o Brink Bonama & ▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
Pertoria
Fax no ▇▇▇ (▇)▇▇ ▇▇▇ ▇▇▇▇
and is marked for the attention of ▇▇ ▇▇▇▇▇▇▇▇▇;
8.1.1.5 in the case of the Company to:
Address ▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇
Fax no ▇▇▇ ▇ ▇▇▇▇ ▇▇▇▇
E-mail ▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
and is marked for the attention of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇;
8.1.2 The notice shall be deemed to have been duly given:
8.1.2.1 5 Business Days after posting (14 Business Days if the
address is not in the Republic of South Africa). If posted by
registered post (airmail, if available) to the Party's address in terms
of sub-clause 8.1.1;
8.1.2.2 on delivery, if delivered to the Party's physical
address in terms of either sub-clause 8.1.1 or sub-clause 8.2.1 between
06h30 and 17hoo on a Business Day (or on the first Business Day after
that if delivered outside such hours);
8.1.2.3 on dispatch, if sent to the Party's then fax number or
e-mail address between 06h30 and 17h00 on a Business Day (or on the
first Business Day after that if dispatched outside such hours); unless
the addressor is aware, at the time the notice would otherwise be
deemed to have been given, that the rooki8e is unlikely to have been
received by the addresses through no act or omission of the addresses.
8.1.3 A Party may change that Party's address or fax number or e-
mail address for this purpose by notice in writing to the other Party,
such change to be effective only on and with effect from the 7th
Business Day after the giving of such notice.
8.1.4 Notwithstanding anything to the contrary herein contained, a
written notice or communication actually received by a Party shall be
an adequate written notice or communication to that party
notwithstanding that it was not sent to or delivered at that Party's
chosen address in clause 8.1.1.
8.2 address for service of legal documents
8.2.1 The Parties choose the following physical addresses at which
documents in legal proceedings in connection with this Agreement may be
served (ie their domicilla citandi ei executandi);
8.2.1.1 in the case of Continental:
Address ▇▇▇▇▇ ▇, ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇
8.2.1.2 in the case of Corridor to:
Address 2304 Wyndom Park
▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇
▇▇▇▇
8.2.1.3 in the case of Pinnacle to:
Address ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ of America 80112
8.2.1.4 in the case of Golden Falls to:
Address c/o Brink Bonama & ▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
Pertoria
8.2.1.5 in the case of the Company to:
Address ▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇
8.2.2 A paerty may change that Party's address for this purpose to
another physical address in the Republic of South Africa by notice in
writing to the other Party such change to be effective only on and with
effect from the 7th Business Day after the giving of such notice.
8.2.3 Notwithstanding anything to the contrary herein contained, at
written notice or communication actually received by a Party shall be
an adequate service of such written notice or communication to that
party notwithstanding that it was not sent to or delivered or served at
that Party's chosen domicillium citandi et executandi.
8.3 entire contract
This Agreement contains all the express provisions agreed on by the
Parties with regard to the subject matter of the Agreement an
supersedes any novates in its entirety any previous understandings or
agreements between the Parties in respect thereof, and the Parties
waive the right to rely on any alleged provision not expressly
contained in this Agreement.
8.4 no stipulation for the benefit of a third person
Save as is expressly provided for in this Agreement, no provision of
this Agreement constitutes a stipulation for the benefit of a third
person (ie a stiputatia ▇▇▇▇▇▇) which, if accepted by the person, would
bind any Party in favour of that person.
8.5 no representations
A Party may not rely on any representation which allegedly induced
that Party to enter into this Agreement, unless the representation is
recorded in this Agreement.
8.6 variation, cancellation and waiver
No contract varying, adding to, deleting from or canceling this
Agreement, and no waiver of any right under this Agreement, shall be
effective unless reduced to writing and signed by or on behalf of the
Parties.
8.7 Indulgences
The grant of any indulgence, extension of time or relaxation of any
provision by a Party under this Agreement shall not constitute a waiver
of any right by the grantor or prevent or adversely affect the exercise
by the grantor of any existing or future right of the grantor.
8.8 cession and delegation
Except as provided for elsewhere in this Agreement, a party may not
cede any or all of that Party's rights or delegate any or all of that
party's obligations under this Agreement without the prior written
consent of the other Parties.
8.9 applicable law
This Agreement is to be governed, interpreted and implemented in
accordance with the laws of the Republic of South Africa.
8.10 jurisdiction of South African courts
The Parties consent to the non-exclusive jurisdiction of the South
Gautang High Court, Johannesburg, for any proceedings arising out of or
in connection with this Agreement.
8.11 costs
8.11.1 Each Party shall bear that party's own legal costs and
disbursements of and incidental to the negotiation, preparation,
settling, signing and implementation of this Agreement.
8.11.2 Any costs, including all legal costs on an attorney and own
client basis incurred by a party arising out of or in connection with a
breach by another Party shall be borne by the Party in breach.
8.12 signature in counterparts
This Agreement may be executed in counterparts, each of which shall be
deemed to be an original and which together shall constitute one and
the same agreement.
8.13 independent advice
8.13.1 it has been free to secure independent legal advice as to
the nature and affect of each provision of this Agreement and that it
has either taken such independent legal advice or has dispensed with
the necessity of doing so; and
8.13.2 each provision of this Agreement (and each provision of the
annexes) is fair and reasonable in all the circumstances and is part of
the overall intention of the Parties in connection with this Agreement.
8.14 good faith
The parties shall at all times act in good faith towards each other and
shall not bring any of the other Parties into disrepute.
8.15 co-operation
Each of the Parties undertakes at all times to do all such things,
perform all such acts and take all such steps, and to procure the doing
of all such things, within its power and control, as may be open to it
and necessary for and incidental to the putting into effect or
maintenance of the terms, conditions and import of this Agreement.
Signed At Perth, WA, Australia on 18 May 2009
Witness for CONTINENTAL CAPITAL LIMITED
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Duly authorized and warranting such
authority
Signed at Denver, Colorado, USA on 13 May 2009
Witness for PINNACLE RESOURCES INC.
▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇ ▇▇▇▇▇▇
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Duly authorized and warranting such
Authority
Signed At on May, 2009
Witness for GOLDEN FALLS TRADING 565
(PROPRIETARY) LIMITED
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Duly authorized and warranting such
authority
Signed at Denver, Colorado, USA on 13 May 2009
Witness for PINNACLE RESOURCES INC.
▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇ ▇▇▇▇▇▇
---------------------- ------------------------------
Duly authorized and warranting such
authority
