Exhibit 99.51
FIRST DYNASTY MINES LTD.
Xx. 0 Xxxxxxx Xxxxxx
00xx Xxxxx, Xxxxxxxx Xxxxx
Xxxxxxxxx 000000
July 24, 1998
Global Gold Corporation Xxxxxx X. Xxxxxxxx
000 Xxxx 00xx Xxxxxx 00 Xxxxx Xxxxxxx Xxxx
Xxxxx 0X Xxxxxx, Xxxxxxxxxxx 00000
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxxxx,
President
Dear Sirs:
Re: Definitive Agreement dated May 13, 1997 (the "Definitive
Agreement") among First Dynasty Mines ltd. ("FDM"), Global Gold
Corporation ("Global") and First Dynasty Mines Armenia Limited
(formerly Global Gold Armenia Limited) ("FD Armenia")
This letter is intended to confirm our recent discussions respecting certain
proposed amendments to the Definitive Agreement and to reflect a binding
agreement among, FDM, Global, Xxxxxx Xxxxxxxx ("Xxxxxxxx") and FD Armenia with
respect to the subject matter hereof.
Terms denoted with initial capital letters and not otherwise defined herein have
the meanings assigned to them in the Definitive Agreement.
We confirm our agreement as follows:
1. CASH PAYMENTS TO GLOBAL
FDM will fulfil its obligations to Global under Section 3.2(b) of the Definitive
Agreement by paying to Global:
(a) the sum of U.S.$50,000 upon execution of this letter agreement by all
parties hereto; and
(b) the sum of U.S.$150,000 upon that date (the "Closing Date") which is the
earlier of,
(i) three business days after FDM receives the cash proceeds from the
sale of its Indonesian oil properties, or
(ii) August 31, 1998.
2. ACQUISITION OF FOURTH INSTALMENT SHARES
Subject to the prior approval of the Toronto Stock Exchange (which approval FDM
agrees to apply for promptly), FDM will acquire from Global all of the Fourth
Installment Shares (whereupon FDM will own 100% of the issued and outstanding
shares of FD Armenia) in consideration for the issuance to Global of 4,000,000
FDM Special Warrants.
On the Closing Date, FDM will deliver to Global a certificate representing
4,000,000 FDM Special Warrants, whereupon
(a) FDM will be deemed to have acquired all right, title and interest in
and to the Fourth Instalment Shares and will be entitled to the
absolute benefit and use of all of the security documents in its
possession as security for the Debenture in order to effectuate the
transfer from Global to FDM of the Fourth Instalment Shares; and
(b) Global's guarantee of the obligations of FD Armenia under the Debenture
will be deemed to have been released in full.
Global will, at FDM's reasonable request, execute, acknowledge and deliver any
all additional documents and instruments as may be necessary in order to
effectuate the transfer from Global to FDM of the Fourth Instalment Shares.
Delivery by FDM to Global of a certificate representing 4,000,000 FDM Special
Warrants will be in full and final satisfaction of FDM's obligations under
Section 4.5 of the Definitive Agreement but will not affect FDM's obligations
under Sections 4.6 and 4.7 of the Definitive Agreement which will remain in
effect until the first anniversary of the Closing Date or the date upon which
Global exercises its FDM Special Warrants, whichever is earlier.
3. XXXXXXXX CONSULTING AGREEMENT
FDM will, or will cause FD Armenia to, compensate Xxxxxxxx under the Xxxxxxxx
Consulting Agreement by:
(a) paying to Xxxxxxxx the sum of U.S.$62,500 on the Closing Date; and
(b) subject to the prior approval of the Toronto Stock Exchange (which
approval FDM agrees to apply for promptly), delivering to Xxxxxxxx on
the Closing Date 500,000 FDM Special Warrants (which will also be
subject to Section 4.6 of the Definitive Agreement in all respects
until the first anniversary of the Closing Date or the date upon which
Xxxxxxxx
exercises his FDM Special Warrants, whichever is earlier).
In consideration for, and subject to Xxxxxxxx'x receipt of, the compensation
described in (a) and (b) above, Xxxxxxxx agrees that the Xxxxxxxx Consulting
Agreement will be deemed terminated as of the date of Xxxxxxxx'x receipt of the
compensation described in (a) and (b) above. Xxxxxxxx acknowledges that such
compensation will fulfil all of FD Armenia's obligations under the Xxxxxxxx
Consulting Agreement and all of FDM's obligations under Section 3.3 of the
Definitive Agreement.
4. SHAREHOLDERS AGREEMENT
Provided that the parties perform their respective obligations hereunder, the
Shareholders' Agreement will be deemed terminated as of the Closing Date.
5. EXPLORATION RIGHTS
As of the Closing Date, Section 4.8 of the Definitive Agreement will be deemed
to be deleted and replaced by the following:
"Until December 31, 2009, Global Gold will be entitled to elect to
participate with FDM or any of its affiliates (including FD Armenia) in
any exploration projects undertaken in Armenia, directly or indirectly,
by FDM or any of its affiliates (including FD Armenia) and, prior to
the commencement of any such exploration project, FDM will provide
Global Gold with all information in the possession of FDM or the
relevant affiliate respecting such proposed exploration project
whereupon Global Gold will have the right upon notice, exercisable for
a period of 60 days from the date of such notice is received, to elect
to participate in the rights and obligations of FDM or the relevant
affiliate in respect of such exploration project to a level of up to
twenty percent (20%) of such rights and obligations. FDM or the
relevant affiliate and Global Gold will enter into a mutually
acceptable participation agreement in respect of any exploration
project in which Global Gold elects to participate, which will provide
for, among other things, mutual rights of first refusal and a dilution
formula."
6. SURVIVAL OF DEFINITIVE AGREEMENT
Provided that the parties perform their respective obligations hereunder, the
following provisions of the Definitive Agreement will be deemed to have lapsed
as of the Closing Date:
(a) Part 2 other than Section 2.7;
(b) Part 3;
(c) Part 4 other than Sections 4.6, 4.7 and 4.8 (as hereby amended); and
(d) Part 5
All provisions of the Definitive Agreement which will not be deemed to have
lapsed as of the Closing Date will survive and will remain in full force and
effect in accordance with their terms.
If the foregoing accurately reflects our agreement respecting amendments to the
Definitive Agreement, please so indicate by signing and returning a copy of this
letter to the undersigned.
Yours truly,
FIRST DYNASTY MINES LTD.
Per: /s/ XX Xxxxxxxx
---------------------------
Xxxxxx Xxxxxxxx, President
Acknowledged and agreed
GLOBAL GOLD CORPORATION
By:/s/ Xxxxxx Xxxxxxxx /s/ Xxxxxx Xxxxxxxx
----------------------------- -------------------
Xxxxxx X. Xxxxxxxx, President XXXXXX X. XXXXXXXX
