EXHIBIT 4.70
CONSULTING AGREEMENT
THIS AGREEMENT made as of the 1st day of April, 2005.
BETWEEN:
KGE Management Ltd.
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▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇.▇.
(hereinafter called the "Consultant")
OF THE FIRST PART
AND:
IMA Exploration Inc.
Suite 709 - ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇
and/or any of its subsidiary and affiliated companies,
(hereinafter called the "Company")
OF THE SECOND PART
WHEREAS:
A. The Company is desirous of engaging the Consultant who is ready,
willing and able, to carry out and provide Financial and Geological Management
services (the "Services") on the terms and conditions, herein set forth.
NOW THEREFORE THIS AGREEMENT WITNESSES THAT, in consideration of the premises
and of the sums herein provided to be paid by the Company to the Consultant, and
of the mutual covenants and undertakings to be performed hereunder, the parties
agree as follows:
ARTICLE I
AGREEMENT TO PROVIDE CONSULTING SERVICES
1.01 The Consultant will make himself available to carry out and provide the
Company the Services described in Schedule "A" hereto.
1.02 The Consultant will carry out the Services in consultation with the
representatives of the Company duly appointed in writing, and covenants to
conduct the Services in a businesslike manner, in keeping with professional
practices in the industry and in a safe and lawful manner.
CONSULTING AGREEMENT
Between KGE Management Ltd. and IMA Exploration
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ARTICLE II
REPORTING
2.01 The Consultant will, as directed in writing, provide the Company with
regular progress reports, in such form as the Company may reasonably require as
outlined in Schedule "A". All reports and copies thereof are to be directed to
the Company to the attention of the President of the Company.
2.02 The information contained in such reports will be the exclusive
property of the Company.
2.03 The reports and advice of the Consultant will not be used by the
Company for purposes of inducing investment to be made in the Company unless the
consent of the Consultant thereto is first given in writing, such consent not to
be unreasonably withheld.
ARTICLE III
INDEMNIFICATION
3.01 In the event the Company shall use the advice or report(s) of the
Consultant in any way as an inducement or representation to others to rely
thereon without the prior written consent of the Consultant and such holding out
or representation or inducement shall become the subject of any claim for any
loss, demand, cost, damage, action, suit or proceeding whatsoever, the Company
covenants to indemnify and save the Consultant harmless therefrom it being
understood that such indemnification shall survive termination of this Agreement
for a period of two years.
3.02 The Consultant shall indemnify and hold the Company harmless against
any claim for any loss, demand, cost, damage, action, suit or proceeding
whatsoever, arising from the actions of the Consultant and his/her Consultants,
where such action is the direct result of a breach by the Consultant of the
terms of this Agreement.
ARTICLE IV
ACCOUNTS - SERVICES AND EXPENSES
4.01 The Consultant shall within fifteen (15) days after the end of each
month during which the Services are performed provide the Company with a
statement of account supported by receipts and vouchers for out-of-pocket and
other reasonable expenses incurred and materials supplied by the Consultant
under this Agreement during the period to which such statement relates.
Reimbursement of expenses for air travel is subject to approval as mentioned in
Schedule "A".
4.02 The Company shall, within ten (10) days of receipt at its Vancouver
office of each itemised statement of account furnished by the Consultant, pay
the Consultant all expenses, costs and charges on disbursements shown in such
itemised statement of account.
CONSULTING AGREEMENT
Between KGE Management Ltd. and IMA Exploration
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ARTICLE V
TERMINATION
5.01 Any of the parties may for any reason and in their sole discretion
terminate this Agreement by giving thirty (30) days notice to the other to that
effect. The Company shall be liable to pay the Consultant for all Services
provided and expenses incurred by the Consultant up to and including the
effective date of termination. In the case of a change in Management of the
Company as a result of a takeover, the Consultant will be paid two times the
monthly retainer for the remaining months outstanding under Schedule "A" Terms.
ARTICLE VI
ASSIGNMENT
6.01 The Consultant shall not assign any of his rights or obligations under
this Agreement without the prior written consent of the Company.
ARTICLE VII
AMENDMENT OF THIS AGREEMENT
7.01 The terms and conditions of this Agreement may be altered only by
written form of amendment duly executed by both parties hereto.
ARTICLE VIII
NOTICE
8.01 Any notice required or permitted to be given hereunder by any party
shall be deemed to have been given on the day such notice is delivered in
writing to the addresses as set out in the front page of this Agreement, or by
facsimile transmission or, if verbal, when communicated personally or by
telephone to the party to whom it is directed. Notices given verbally or by
facsimile transmission shall be confirmed in writing delivered within three
days, directed to the address of such party herein before set out or such other
address of which written notice may be given from time to time; notice sent by
registered mail will be deemed to have been delivered at the earlier of the time
when the receipt thereof is signed by the addressee and seventy-two (72) hours
after the posting thereof in any Post Office in Canada.
ARTICLE IX
FORCE MAJEURE
9.01 If any party is prevented or delayed from performing any of the
obligations on its part to be performed hereunder by reason of force majeure,
including but not limited to Act's of God, strike, threat of imminent strike,
fire, flood, war, insurrection or riot, mob violence or requirement or
regulation of government which cannot be overcome by reasonable and lawful means
and the use of the facilities normally employed in performing such obligation,
then and in any such event, and so often as the same shall occur, any such
failure to perform shall not be deemed a breach of this Agreement and the
performance of any such obligation shall be suspended during the period of
disability, it being understood that if such situation persists more than 14
days, either party may thereupon terminate this Agreement. The parties agree to
use all due diligence to remove such causes of disability as may occur from time
to time.
CONSULTING AGREEMENT
Between KGE Management Ltd. and IMA Exploration
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ARTICLE X
CONFIDENTIALITY OF INFORMATION
10.01 The Consultant shall take all reasonable precautions to ensure that
he/she keep confidential any information concerning the Services carried out
under this Agreement, including information disclosed to the Consultant by the
Company or any of its officers, directors, Consultants or agents and, without
limiting the generality of the foregoing, Consultant shall ▇▇▇▇ as confidential
any and all information relating to the Company's mining projects ("the
Projects") or the Company's programs with respect thereto. Consultant shall
prohibit access by any other persons to the information in the absence of
written permission for such access by the Company.
ARTICLE XI
COVENANT TO REFRAIN AND NOT COMPETE
11.01 Consultant shall refrain from locating any mining claims, acquiring any
lease or other property interest, or acting as an agent for any third party to
acquire such an interest, within an area which includes all lands within two (2)
kilometres of the external boundaries of any Project, in all instances for a
period of one (1) years from the earlier of the date the Consultant completes
the Services, or the date that the Consultant resigns, quits, or otherwise
terminates this Agreement.
11.02 In the event that the Services are performed on a Project owned or
controlled by a third party and the Company's evaluation of such Project is
subject to a confidentiality agreement between the third party and the Company,
and said confidentiality agreement imposes either a larger area of exclusivity
around the Project, or a longer time period than is stipulated in Subsection
11.01, or both, then Consultant agrees to be bound by the same terms as the
Company respecting such Project.
ARTICLE XII
APPLICABLE LAW
12.01 This Agreement shall be governed by and any dispute arising hereunder
shall be determined in accordance with the laws of the Province of British
Columbia.
CONSULTING AGREEMENT
Between KGE Management Ltd. and IMA Exploration
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ARTICLE XIII
DISPUTES
13.01 Any dispute between the parties concerning any matter or thing arising
from this Agreement shall be referred to a mutually agreeable arbitrator who is
knowledgeable in the mining and financial industries for arbitration.
13.02 The decision of the arbitrator referred to in Subsection 13.01 shall be
final and binding upon the parties.
13.03 Failing agreement on appointment of an arbitrator under Subsection
13.01, any disagreement or dispute shall be resolved by court of law and shall
be referred to, and the parties hereby expressly attorn to, the jurisdiction of
the Courts of the Province of British Columbia.
ARTICLE XIV
ENUREMENT
14.01 This Agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective successors and permitted assigns.
ARTICLE XV
COUNTERPARTS
15.01 This Agreement may be executed in counterparts, each of which will be
deemed to be an original for all purposes but all of which will constitute one
in the same agreement.
IN WITNESS WHEREOF the parties hereto have executed this Agreement, the day and
year first written above.
CONSULTANT: ) COMPANY: )
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CONSULTING AGREEMENT
Between KGE Management Ltd. and IMA Exploration
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SCHEDULE "A"
DESCRIPTION OF SERVICES
Duties will include:
1. Attend key corporate presentations for fund raising.
2. Introduce the Company to media letter writers and Corporate Financing
institutions and Major mining companies for possible joint ventures or the
sale of properties.
3. Review and approve News Releases and sign off especially in the case of
technical announcements and acquisitions.
4. Review and approve Company literature within the area of geological
information for the public domain.
5. Be available for important telephone conferences as required given a
reasonable notice.
6. Review and assist in the preparation of all inclusive technical high
lighted information on the progress and disposition of the Company's
property portfolio.
7. Review and make recommendations for improving the existing geological
administration.
8. Monitor the quality of the geological data maintained.
9. Make property visits as warranted.
10. Provide input on the Company's overall strategy and budget.
11. Chair the Technical Review Committee, such committee to review and approve
IMA's major programs and budgets.
12. Oversee the technical aspects of IMA's Navidad project, with the Project
Manager, ▇▇▇▇ ▇▇▇▇▇▇, and the Exploration Manager, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇,
reporting to Consultant.
TERM
The term of this agreement will become effective April 1, 2005 and shall
continue for six months until September 30, 2005 at which time the terms will be
reviewed. Duties will include all the duties as outlined on Schedule "A" -
Description of Services. Consultant will provide a minimum 8 days of services
per month.
COMPENSATION
The Consultant fee will include a monthly retainer of C$2,000 plus additional
days in excess of 3 days per month at a rate of $600 per day, to be invoiced by
the 15th day of the following month. Consulting fees and reasonable expenses
based on an approved budget will be reimbursed within 10 days of submission.
