MEMORANDUM OF UNDERSTANDING
In
connection with a meeting in Vancouver, July 28th and
29th, 2008, representatives of Goldgroup ("GG"), XxxxXXX and DynaMexico
(collectively "Dyna") have reached agreement concerning several issues raised by
recent correspondence between the parties. This Memorandum outlines those
agreements as set forth below and as impacting the Management Committee
(“MC”). Defined terms have the same meaning as set forth in the Earn In
Agreement between the parties. It is anticipated that the following points
will form the basis of a more definitive agreement, but until such definitive
agreement is executed, this Memorandum shall control.
1.
DynaMexico owns the SJG Property, 100%.
2.
Mineras, through its mine operating agreement with DynaMexico, has been
appointed the exclusive operating entity of the SJG Property. The
Management Committee has authority to oversee Expenditures and the technical
direction at the SJG Property, subject to the Earn In Agreement and as set forth
below.
3.
DynaMexico owns all data related to the SJG Property.
Information and data regarding the SJG Property is to be delivered
first, immediately and simultaneously to each of the members of the
Board of DynaMexico. DynaMexico's Board of Directors must review and
approve all information/data before disseminating same to any other party.
All information/data disseminated must be noted as being DynaMexico’s or the
DynaMexico SJG Property.
4.
The Management Committee is not a legal entity and has no authority or ability
to sign contracts or incur obligations or liabilities to DynaMexico, Mineras or
DynaOperaciones. No person will carry out any activity in or on the SJG
Property, without a written agreement or purchase order duly signed with
DynaMexico, Mineras or DynaOperaciones.
5.
The Management Committee does not have authority to act for or represent
DynaMexico, Mineras, DynaOperaciones or the SJG Property.
6.
DynaMexico, Mineras or DynaOperaciones will not pay salaries, fees or expenses
without a written agreement or signed purchase order. It is noted however,
that personnel (x.x. Xxxx Xxxxx, Xxxxx Xxxxxxxx, etc.) will not go without
payment, (consistent with the payments in recent months), but the parties will
attempt, in good faith, to finalize formal agreements within the next 45
days. While personnel will receive their technical direction from the
Management Committee, all personnel must be employed by or contracted
through Mineras or DynaOperaciones and be accountable to the employing
entity, whether Mineras or DynaOperaciones.
7.
For so long as GG designates the majority of the MC, GG shall indemnify Dyna for
any loss or damage arising out MC’s decisions, acts or actions (or the
decisions, acts or actions of individual MC member(s) designated by GG) that are
grossly negligent or inconsistent with sound mining industry
practice.
8.
With respect to the Ejido agreement and affairs, and to any matters with
the State of Sinaloa and any Governmental Officials, all
communications must go to and from the Board of Directors of
DynaMexico, Mineras or DynaOperaciones, as the case may be and to and from
Mineras/DynaMexico Board, with Management Committee input (and funds
approval). But, no party (Goldgroup nor DynaUSA or otherwise-except
those persons duly authorized) shall have the authority to speak on behalf of
DynaMexico, Mineras or DynaOperaciones to the Ejido or State or any other
party. Anyone coming in contact with any news or communications regarding these
matters, shall immediately notify all members of the Board of Directors of
DynaMexico, in writing.
9. Drilling:
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All
drill locations must be approved in writing by the Management
Committee, in advance of the hole being drilled. Votes
should be recorded, if not
unanimous.
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All
results/information are reported directly to DynaMexico (per above),
including all coordinates.
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Each
consultant must be discussed and approved by the Management Committee
before the consultant can be engaged/employed by Xxxxxxx, to be an
eligible Expenditure.
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10.
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No
expenditures will be incurred or paid without a prior approved
budget or prior approval from the Management
Committee.
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11.
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With
respect to members of the Management Committee that also serve as a member
of the Board of Directors of DynaMexico, it is acknowledged and understood
that the fiduciary duties owed by such Board members to DynaMexico and its
shareholder’s are superior to and take preference over any
responsibilities owed to the Management
Committee.
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12.
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From
this date forward, all invoices paid from the Segregated Account shall
count towards Goldgroup’s earn in. If invoices are presented to DynaMexico
(or Mineras or Operaciones) for payment and there is an objection or
problem with the invoice, then such invoice may be paid by DynaMexico,
through another account, and the parties shall resolve whether the
disputed invoice shall be paid through the Segregated Account and count
towards the Earn in, or shall not, and be reimbursed by
Goldgroup. If no agreement can be reached on the treatment of
the disputed invoice, then the issue shall be submitted to
arbitration.
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13.
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Based
on Goldgroup’s representations that Goldgroup has contributed $6.1mm to
date, the Phase III contributions would be achieved and if so, stock will
be issued in accordance with the Earn In Agreement as soon as reasonably
practicable. In connection therewith, Goldgroup shall establish and
maintain a $250,000 balance to cover, in advance, all
Expenditures.
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14.
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This
Memorandum may be executed in multiple counterparts and fax signatures
shall be treated as original. No amendment to this agreement shall be
valid, unless in writing, signed by the parties hereto. This Memorandum
supersedes Goldgroup’s July 10th,
2008, letter.
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15.
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Each
party will immediately obtain their respective Board approval for this
Memorandum and the Memorandum will become operative immediately upon such
approval.
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Signed
and agreed to this 29th day of
July, 2008, in Vancouver, Canada.
Goldgroup
Resources, Inc.
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DynaResource
De Mexico, SA de CV.
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By: /s/
Xxxxx Xxxxxxx
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By:/s/ X.X.
XXXXXXXX
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Its: CEO
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Its:
PRESIDENTE
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DynaResource,
Inc.
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By: /s/ X.X.
XXXXXXXX
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Its:CHAIRMAN
/ CEO
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