EXHIBIT 10.6
EXPENDITURE AND INVESTMENT AGREEMENT
EXHIBIT 10.6
EXPENDITURE AND INVESTMENT AGREEMENT
This Agreement dated June 3, 2005
------------
BETWEEN:
CHINA NETTV HOLDINGS INC., a Nevada company with offices at
▇▇▇-▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
(herein called "China Net")
AND:
JIAERTONG MINING DEVELOPMENT INC., a Chinese corporation with
a business addresses at ▇▇▇ ▇▇▇ West Road # 75, Lhasa, Tibet,
China
(herein called "Jiaertong")
WHEREAS:
A. Jia'ertong holds valid exploration permits (the "Permits", copies of which
are attached hereto as Schedule "A") issued by Tibet Office of Ministry of Land
and Recourses , covering certain mineral properties located in Tibet, China,
Zhaduogaerbo, Zemoduola and Gaerqiong Deposits as more particularly described in
Schedule "B" attached hereto (the "Properties").
B. China Net and Jia'ertong have entered into a Mineral Properties Lease and
Option Agreement (the "Properties Agreement") dated March 28, 2005 whereby
Jia'ertong has granted to China Net an exclusive leasehold interest in and
option to the Properties, and China Net has agreed to incur certain exploration
expenditures on the Properties
C. China Net and Jia'ertong have now agreed to enter into this Agreement in
relation to the exploration expenditures that China Net will invest in or incur
in relation to the Properties.
NOW THEREFORE THIS AGREEMENT WITNESSETH THAT for valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Parties do hereby
mutually covenant and agree as follows:
1. Advance of Funds:
1.1 China Net will, within 14 days of the date of this Agreement, forward
US$105,697 ("Initial Funds") to a designated account of Jia'ertong in
- 2 -
China, to be used for the exclusive purposes of exploration and related
activities on Zemoduola deposit. China Net may, in its discretion,
advance such further funds at such and in such amounts not to exceed
US$583,894 in total according to the program budget for 2005, depending
on the progress and result of exploration on the Properties. .
1.2 Jia'ertong shall confirm to China Net in writing of its receipt of the
Initial Funds immediately upon its receipt thereof, and, if it has not
done so, shall forward to China Net within reasonable period of time,
copies of complete books and records in relation to any expenditures it
has incurred in relation to the Properties since the date of the
Properties Agreement.
2. Jia'ertong covenants with China Net that:
2.1 it will conduct its business only in the usual and ordinary course of
business consistent with past practices and will use all commercially
reasonable efforts to maintain and preserve its business organization,
goodwill, assets, and advantageous business relationships;
2.2 other than in the ordinary course of business, except as is necessary
to comply with applicable law or with respect to existing provisions of
any existing plans, programs, arrangements or agreements, it will not
grant any officer, director, employee or consultant an increase in
compensation in any form;
2.3 it will promptly notify China Net in writing of any material change
(actual, anticipated, or contemplated) in its business, operations,
affairs, assets, financial condition, licences, permits, rights,
privileges or liabilities, whether contractual or otherwise;
2.4 it will only use the Initial Funds (or cause such funds to be used) for
the purpose of exploration and related activities on the Properties, as
may be agreed to or directed by China Net or its engineers, geologists
or other consultants;
2.5 it will keep accurate and complete records of the use of the Initial
Funds and permit China Net, when it so requests, to inspect the
records;
2.6 it will complete such filing or registration as may be required under
applicable Chinese laws or regulations for the transfer of the funds
including the Initial Funds, so that such funds transferred to
Jia'ertong may be recognised either as loan or as contribution to the
registered capital of a Chinese company with foreign investment to be
established by either or both parties.
3. Further Documents
Parties agree to do such things and sign such further documents to
complete the transactions contemplated herein and in the Mineral
Properties Lease and Option Agreement.
- 3 -
4. Counterparts
This Agreement may be executed in counterpart and by facsimile
transmission with the same effect as if both parties had originally
signed the same document. All counterparts will be construed together
and constitute one and the same agreement.
IN WITNESS WHEREOF the Parties hereto have duly executed this Agreement as of
the dates detailed below.
CHINA NETTV HOLDINGS INC.
Per:
-----------------------------
Authorized Signatory
Printed Name and Title:
----------------------
JIA'ERTONG MINIG INVESTMENT HOLDINGS INC
Per:
------------------------------
Authorized Signatory
Printed Name and Title:
------------------------
Schedule B List of Jia'ertong Properties
--------------------------------------------------------------------------------------------------------------------------------
Minimum
spending
SR No. Owner-ship Area State (Req. Certificate
Name of Properties /Title Minerals (sq. km) Period of validity Investment ▇▇▇.) number
------- --------------------- ---------- --------- --------- ----------------------- ------------- ----------- -----------------
------- --------------------- ---------- --------- --------- ----------------------- ------------- ----------- -----------------
1 GA'ERQIONG Jia'ertong Au Cu 7.96 2004.08.05--2006.08.01 9,707.32 5400000420578
------- --------------------- ---------- --------- --------- ----------------------- ------------- ----------- -----------------
2 ZEMUDUOLA Jia'ertong Au Cu 17.96 2003.11.24--2005.12.21 21,902.44 5400000310746
------- --------------------- ---------- --------- --------- ----------------------- ------------- ----------- -----------------
3 ZHADUOGA'ERBO Jia'ertong Au Cu 34.75 2003.11.24--2005.12.21 42,378.05 5400000310747
------- --------------------- ---------- --------- --------- ----------------------- ------------- ----------- -----------------
Total 60.67 73,987.80
----------------------------- ---------- --------- --------- ----------------------- ------------- ----------- -----------------
1 US$ = 8.2 Yuan RMB
