EXHIBIT 4.39
FINDER'S FEE AGREEMENT
THIS FINDER'S FEE AGREEMENT made this
BETWEEN:
Xxxxxxx Xxxxxx
And or affiliated Company
000 X. Xxxxxxxx Xx.
Xxxxx 0000
Xxxxxxxxx, XX
X0X 0X0
(the "Corporation")
AND:
Xxxxxx X. Xxxxx
00 Xxxxxx xxx Xxxxxx
Xxx-x'Xx, Xxxxxx
X0X 0X0
(the "Finder')
WHEREAS:
The Finder has advised the Corporation that he is aware of, and has
information concerning, a mineral property known as the Cedar Island property
situated in N.W. Ontario and believes that the Corporation would be interested
in learning more about the Property and possibly seeking to acquire an interest
therein from the current owner(s).
The Finder is arm's length to the Corporation, and is willing to
introduce the Corporation to the Property and the Owners and, if the Corporation
determines to seek to negotiate a transaction whereby the Corporation would
acquire an interest in the Property (whether directly or indirectly through the
acquisition of the property, to assist the Corporation in such negotiations (if
so requested) and otherwise provide assistance, all in consideration of the
payment by the Corporation to the Finder of a finder's fee as provided herein.
NOW THEREFORE it is agreed between the parties as follows:
1. The Finder will provide to the Corporation all information
possessed by the Finder with respect to the Property and the
Owner(s) (the "Information") and will provide all reasonable
assistance to the Corporation so that the Corporation may
evaluate the information and the Property and determine
whether or not the Corporation wishes to seek to negotiate a
Transaction with the Owner(s). If:
(a) the Property is one which the Corporation has already
evaluated, and determined to seek to negotiate a
transaction with respect to, then the Corporation
will so advise the Finder and may, in its sole
discretion, either return to the Finder all
information and make no use thereof in connection
with any Transaction, and the Finder will not be
entitled to any fee or other compensation hereunder
in respect of the Property or any Transaction in
connection therewith, or retain the information, in
which case the Finder will be entitled to a finder's
fee in accordance with the provisions of this
agreement; or
(b) after evaluating the Information and the Property,
the Corporation determines not to proceed with the
negotiations of a Transaction, the Corporation will
return all information to the Finder and so advise
the Finder, provided that If the Corporation
subsequently negotiates a Transaction with respect to
such Property with a period of one (1) year of the
date hereof, the Finder will be entitled to receive a
finder's fee in accordance with the provisions of
this agreement unless the decision to proceed to
negotiate such Transaction was primarily and directly
as a result of new information, not forming part of
the information, becoming available to the
Corporation subsequent to the return of the
information.
2. If the Corporation determines to proceed to negotiate a
Transaction, at the request of the Corporation, the Finder
will provide the necessary introductions to the Owner(s) and
will assist the Corporation in such negotiations, provided
that all information received by or disclosed to the Finder by
the Corporation in connection therewith will be kept strictly
confidential by the Finder and not disclosed without the
consent of the Corporation.
3. The Corporation will be under no obligation to pay any
finder's fee or other moneys whatsoever to the Finder on
account of this agreement unless and until the Corporation has
entered into a formal agreement with respect to a Transaction
involving the Property.
4. If the Corporation enters into a Transaction Agreement which
is accepted for filing (if required) by the applicable
regulatory authorities, the Corporation will pay to the
Finder, as the sole consideration for all services performed
by the Finder pursuant to this agreement, a finder's fee, in
cash and/or stock, equal to:
(a) seven and one-half (7.5%) percent of the first Can.
$300,000 of consideration paid by the Corporation in
connection with such Transaction;
(b) five (5%) percent from Can. $300,000 to $1,000,000 of
consideration paid by the Corporation in connection
with such Transaction;
(c) two and one-half (2.5%) percent of the next Can.
$4,000,000 of consideration paid by the Corporation
in connection with such Transaction; and
(d) one (1%) percent of the balance of the consideration
paid by the Corporation in connection with such
Transaction,
subject to:
(e) a maximum finder's fee of $300,000, payable in cash
of Can. $200,000 and shares in the corporation with a
cash equivalent value of $100,000
(f) approval by the Toronto Venture Exchange.
5. For the purposes of this agreement, the term A consideration
paid by the Corporation in connection with such Transaction
will mean the aggregate of:
(a) all cash paid to or on behalf of the Owner(s), or the
owners or shareholders thereof, including any advance
royalties and royalties on product extracted from the
Property;
(b) the market value, as at the date of issuance, of any
securities issued to the Owner(s), or to the owners
or shareholders thereof by the Corporation, such
market value to be equal to the simple average of the
closing prices of such securities on the senior stock
exchange upon which securities trade of the ten
trading days prior to the date of issuance thereof
or, if such securities are unlisted or do not trade,
the fair market value thereof upon the date of
issuance; and
(c) all monies actually spent by the Corporation on
carrying out work on the Property in order to earn an
interest in the Property (but excluding any
management or overhead fees charged by the
Corporation in connection with such work).
6. The Finder will receive payment on account of its fees payable
hereunder as follows:
(a) as to all cash paid or securities issued by the
Corporation to the Owner(s) or the owners of
shareholders thereof, or to third parties on behalf
of the Owner(s), or the owners or shareholders
thereof, with ten (10) business days of the date of
such payment or issuance; and
(b) as to all monies expended by the Corporation in
connection with work on the Property in each calendar
year, on an annual basis on or before March 31 in the
next following calendar year.
7. Any arrangements made by the Finder with any other persons
with whom the Finder is involved are and will be the sole and
exclusive responsibility of the Finder. Upon payment made by
the Corporation to the Finder of the fee herein provided, the
Finder will hold the Corporation harmless from and defend and
indemnify the Corporation against all claims or expenses
caused by and liabilities to any person claiming a commission,
fee or expense in connection with the Property or a
Transaction who alleges a relationship with the Finder.
8. The Finder covenants and agrees that the Finder will comply
with all applicable laws, rules and regulations in relation to
the actions of the Finder hereunder or in connection with the
Property and any Transaction and hereby releases, remises and
discharges the Corporation from and against any action, cause
of action, investigation or other proceedings arising from any
breach or failure by the Finder to do so and agrees to
indemnify and save the Corporation harmless from the against
any cost, expense or liability whatsoever which the
corporation may incur or sustain in connection therewith.
9. The Finder acknowledges and agrees that nothing herein
constitutes the Finder as an agent or attorney of the
Corporation, whether for the purposes of the acquisition of
any interest in the Property or in connection with the
proposal, negotiation, or settlement of any Transaction, or
otherwise.
10. The Finder does not warrant the accuracy or correctness of the
information provided to the Corporation hereunder, save that,
to the best of the knowledge, information, and belief of the
Finder, such information has been developed and is delivered
in good faith.
11. The Finder agrees to provide to the Corporation such further
documents, instruments, certificates and assurances and take
such further actions as the Corporation may from time to time
reasonably request to carry out the purposes and intents
hereof or in connection with any filings or approvals required
in connection herewith.
12. This agreement will be governed by and construed in accordance
with the laws of the Province of British Columbia and the
policies and guidelines set forth by the Toronto Venture
Exchange.
13. This agreement contains the entire agreement between the
parties concerning the introduction of the Property and the
Owner(s) to the Corporation, and correctly sets forth the
rights and duties of each of the parties to each other
concerning such matter as of the date hereof. Any agreement or
representation concerning the subject matter of this agreement
or the duties of the Finder in relation to the Property, the
Owner(s) or the Corporation not set forth in this agreement in
cull and void and of no force or effect.
14. Any disputes with respect to this agreement or the finder's
fee payable hereunder will be referred to and finally settled
by arbitration t the CANADIAN INTERNATIONAL COMMERCIAL
ARBITRATION CENTRE in accordance with its "Procedures for
Cases under the Canadian Rules". There will be one arbitrator,
and the appointing authority will be the CANADIAN
INTERNATIONAL COMMERCIAL ARBITRATION CENTRE.
15. Nothing in this agreement will obligate the Corporation to
enter into any Transaction or to accept any terms or
conditions with respect to any particular Transaction.
16. If it becomes necessary to convert any monies from any
currency into Canadian currency, or to convert Canadian monies
into any other currency, the Bank of Canada Noon Rate for the
currency in question on the business day immediately prior to
the date such conversion is required to be made will be used.
17. This agreement is subject to the acceptance for filing hereof
on behalf of the Corporation by each stock exchange upon which
the securities of the Corporation are traded, if required by
the rules and policies of such stock exchange, provided that
the Corporation will use its best efforts to obtain such
acceptance for filing.
IN WITNESS WHEREOF THE PARTIES HAVE EXECUTED AND DELIVERED THIS
AGREEMENT AS OF THE DATE AND YEAR FIRST ABOVE WRITTEN.
Date: Thursday, 18 July 2002
Per: /S/ XXXXXXX X. XXXXXX
--------------------------
Authorized Signatory
[FINDER:] Xxxxxx X. Xxxxx
Per: /S/ XXXXXX X. XXXXX
--------------------------
Authorized Signatory
