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Exhibit 1
AGREEMENT
This Agreement is made this 11th day of July, 1995 between
Hecla Mining Company, a Delaware Corporation, (hereafter referred
to "Hecla") party of the first part and Coeur d'Xxxxx Xxxxx
Corporation, an Idaho Corporation (hereafter "Coeur") and its
wholly owned subsidiary Xxxxxxxx Mining Corporation, an Arizona
Corporation (hereafter referred to as "Xxxxxxxx") party of the
second part.
Recitals
A. Whereas by Agreement dated June 11, 1992 a copy of which
is attached hereto as Exhibit I, Xxxxxxxx acquired all of Hecla's
right title and interest in and to the certain agreements defined
therein as the "Galena Unit Agreements" and Xxxxxxxx assumed
Hecla's liabilities to be performed under the Galena Unit
Agreements after May 31, 1992.
B. Whereas, subsequent to the execution of said June 11,
1992 Agreement a dispute arose between Hecla and Xxxxxxxx over
responsibility for a cash contribution obligation in the amount of
$104,949.14 under the Galena Unit Agreements.
C. Whereas under the terms of Paragraph 3(b) of said June
11, 1992 Agreement, Xxxxxxxx agreed to pay Hecla the total sum of
Hecla's unrecouped advances and expenditures made pursuant to an
April 2, 1947 Agreement between American Smelting and Refining
Company (Asarco) and Fern Mining Company (the "Fern Agreement").
D. Whereas under the terms of Paragraph 3(c) of said June
11, 1992 Agreement Xxxxxxxx agreed to pay Hecla a ten per cent
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(10%) Net Profits royalty up to the total sum of two million
dollars ($2,000,000).
E. Whereas, Coeur owns 630,888 shares of common stock of
Consolidated Silver Mining Corporation (Con Sil).
F. Whereas, Xxxxxxxx, Asarco and Hecla (as the successor to
Day Mines Inc.), are parties to a certain Operating Agreement dated
March 18, 1970 (the Caladay Agreement) wherein each party conveyed
to the others as tenants in common certain patented and unpatented
mining claims and other interests described therein.
G. Whereas, Hecla desires to acquire all of the common stock
of Con Sil owned by Coeur; Xxxxxxxx desires to acquire all of
Hecla's interest in the Caladay Agreement and the property which is
the subject of that agreement; the parties desire to resolve the
dispute over the cash contribution obligation under the Galena Unit
Agreements; and the parties desire to relieve Xxxxxxxx of its
payment obligations to Hecla under the June 11, 1992 Agreement.
NOW THEREFORE, the parties hereto do hereby agree as follows:
1) RELEASE OF LIABILITY. (a) Xxxxxxxx hereby releases Hecla
from any obligation under the June 11, 1992 Agreement to pay the
disputed cash contribution obligation in the amount of $104,949.14
due under the Galena Unit Agreements.
(2) RELEASE OF REIMBURSEMENT ACCOUNT AND ROYALTY OBLIGATION.
Hecla hereby releases Xxxxxxxx from its obligation to pay Hecla's
unrecouped advances and expenditures as required in Paragraph 3(b)
of the June 11, 1992 Agreement, and also releases Xxxxxxxx from the
ten per cent (10%) Net Profits royalty as set forth in the June 11,
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1992 Agreement which is Exhibit I hereto.
3) Coeur agrees to transfer to Hecla all its shares of
common stock of Con Sil which consists of 630,888 shares.
4) Hecla hereby assigns to Xxxxxxxx all its right title and
interest in and to the Caladay Agreement and the properties
described therein. Hecla further agrees to convey to Xxxxxxxx by
quit claim deed in the form of Exhibit II attached hereto all its
interest in the properties which are the subject of the Caladay
Agreement.
5) CLOSING. Closing of the transaction contemplated by this
Agreement shall be held at such time as is mutually agreeable to
the parties to this agreement, but in no event later than July 15,
1995 (hereinafter referred to as "Closing Date"). At Closing,
Xxxxxxxx shall deliver to Hecla the share certificates specified in
paragraph 3 of this Agreement. Hecla shall deliver to Xxxxxxxx the
conveyance specified in paragraph 4 of this Agreement.
6) GENERAL.
(a) ASSIGNMENT. This Agreement shall be binding upon
the parties hereto, and their respective successors and
assigns.
(b) FURTHER ASSURANCES. Each of the parties hereto,
upon the request of the other party, whether before or after
Closing, shall do, execute, acknowledge and deliver, or cause
to be done, executed, acknowledged or delivered all such
further acts, documents, assignments, transfers, conveyances,
and assurances as may be reasonably necessary or desirable to
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effect complete consummation of the transactions contemplated
by this Agreement.
(c) NOTICES. Any notice or other instrument or
permitted to be given to any party hereunder shall be in
writing and shall be sufficiently given if both transmitted by
telecopier or other form of recorded written communication and
delivered via registered mail or courier service to the
parties at the addresses of the parties first mentioned above.
Either party to this Agreement may change its address for
notices by written notice given to the other party in
accordance with this provision.
(d) ENTIRE AGREEMENT; AMENDMENTS. This Agreement
constitutes the entire agreement between the parties hereto
with respect to the transactions provided for herein and
cancels any other prior understanding, agreement, negotiations
and discussions between the parties hereto with respect
thereto. There are no representations, warranties, terms,
conditions, undertakings or collateral agreements or
understandings, express or implied, between the parties hereto
other than as expressly set forth in this Agreement. This
Agreement may not be amended or modified in any respect except
by written instrument executed by each of the parties hereto.
(e) NO STRICT CONSTRUCTION. This Agreement and wording
contained herein have been arrived at by the mutual
negotiation of the parties. Accordingly, no provision of this
Agreement shall be construed against one party or in favor of
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another party merely by reason or draftsmanship.
(f) CONTROLLING LAW. This Agreement shall be governed
by and interpreted under the laws of the State of Idaho.
(g) SEVERABILITY. Each provision of this Agreement
shall be interpreted in such manner as to be effective and
valid under applicable law, but if any provision of this
Agreement is held to be prohibited by or invalid under
applicable law, such provision shall be ineffective only to
the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining
provision of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed the day first above written.
Hecla Mining Company Coeur d'Xxxxx Xxxxx Corporation
By /s/ Xxxxxxx X. Xxxxx By /s/ Xxxxxxx X. Xxxx
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Xxxxxxxx Mining Corporation
By /s/ Xxxxxxx X. Xxxx
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