Attached files
EX 10.1
LETTER OF INTENT
This letter agreement ("Letter of Intent") confirms the mutual intentions with
respect to a transaction ("Transaction") described herein between Win-Eldrich
Gold Inc. ("WEG"), a Nevada Corporation, a wholly owned US subsidiary of
Win-EIdrich Mines Ltd. ("WEX"), a Canadian corporation located in Toronto,
Ontario and 100% owner of the Ashdown Project LLC, and American Mining
Corporation ("AMC"), a Nevada corporation. The Transaction will be between the
two Nevada corporations.
This Letter of Intent will set out sufficient details of the proposed
Transaction so that a definitive agreement (the "Definitive Agreement") may be
prepared and executed by each of AMC and WEG. The Letter of Intent will be
enforceable in accordance with the terms listed below, pending execution of the
Definitive Agreement.
1. PURPOSE OF THE DEFINITIVE AGREEMENT AMC desires to acquire Fifty Percent
(50%) ownership of the Ashdown Mill ("ASHDOWN MILL") and begin expansion of the
current ASHDOWN MILL with the intention to extract and sell gold and other
metals from ore supplied by WEG, AMC or other parties on a contract basis. WEG
is seeking a joint venture partner to provide capital to modify the ASHDOWN MILL
for gold production. AMC, an operational and exploration mining company, desires
to find a near term production facility for milling its precious metals ore. WEG
and AMC believe that it is their mutual interest to complete the Definitive
Agreement to modify ASHDOWN MILL for gold production and to increase its milling
capacity.
2. EFFECTIVE DATE AND TERM OF THE DEFINITIVE AGREEMENT The Definitive
Agreement will become effective upon its execution and will continue unless and
until terminated as provided in the Definitive Agreement or otherwise by the
mutual consent of the parties.
3. PROPERTY SUBJECT TO THE DEFINITIVE AGREEMENT The ASHDOWN MILL consists of
a permitted, operating mill facility with equipment and supplies for
concentrating molybdenum sulfide. The ASHDOWN MILL is located on about on 39.7
acres of privately owned land that are subject to a long-term lease ("Lease")
from Claude Edward Morris. The leased land is located in portions of sections 14
& 23, T45N, R28E, MDM, near Denio Junction, Nevada, as more specifically set out
in Schedule "A". WEG represents to AMC that WEG's wholly owned subsidiary
Ashdown Project LLC is the registered holder and sole legal and beneficial owner
of the ASHDOWN MILL and Lease, and that the ASDOWN MILL operating permits and
the Lease is in good standing and will be in good standing at the time of
execution of the Definitive Agreement.
4. DEFINITIVE AGREEMENT WEG and AMC agree to proceed in mutual good-faith to
jointly prepare and sign the Definitive Agreement within 90 days of the date of
this Letter of Intent (the "Effective Date"). AMC and its counsel will have
primary drafting responsibility for the Definitive Agreement. The Definitive
Agreement will follow the Rocky Mountain Mineral Law Foundation format for
establishing a Nevada Limited Liability Corporation ("LLC") initially owned in
equal parts by WEG and AMC and will incorporate the terms of this Letter of
Intent together with the representations, warranties, covenants, conditions,
indemnifications and agreements customary for transactions of this nature.
5. FORMATION OF MANAGEMENT COMMITTEE. The Definitive Agreement will provide
for the establishment of a management committee ("Management Committee") to
determine overall policies, objectives, procedures, methods and actions of the
LLC. The Management Committee will consist of five board members, of whom WEG
will name two members and AMC will name two members and the fifth member will be
an independent member appointed by mutually between WEG and AMC. Annual Meetings
and Quarterly Reporting for project/ production program reviews will be
established for the purposes of assuring project progress and compliance with
environmental and permitting issues. After AMC has made its Initial Contribution
(as defined in paragraph 7), the LLC will be formed and the Management Committee
will assume its responsibilities,
6. DESIGNATION OF OPERATOR. The LLC will be the operator of the ASHDOWN
MILL.
7. INITIAL INTERESTS AND CONTRIBUTIONS. AMC and WEG will have the following
initial participating interests ("Participating Interest") in the LLC upon
delivery of AMCs Initial Contribution to WEG: AMC - 50% and WEG - 50%. A
standard dilution formula will apply to the Participating Interests.
WEG: As its initial contribution to the LLC, WEG will contribute 100% of its
interest in the ASHDOWN MILL and Lease, free of any liens or claims of interest.
WEG will also contribute any knowledge, contracts, geological and engineering
reports, logs and other intellectual and hard assets it has concerning ASHDOWN
MILL.
AMC: Upon signing of this Letter of Intent, AMC will pay $500,000 to WEG and
agrees to pay WEG $1.5 million upon the execution of the Definitive Agreement.
Upon execution of the final agreement, AMC will contribute a 100 ton/day gold
mill circuit to the LLC and agrees to pay 50% of installation and mill operating
costs. State and Federal fees including permits, bonds and holding costs will be
maintained by the LLC.
8. DUE DILIGENCE REVIEW. Promptly following the execution of this Letter of
Intent AMC will commence with further due diligence of ASHDOWN MILL. WEG will
provide AMC all information that it has reasonable access to or in its
possession in regards to ASHDOWN MILL, including but not limited to all working
knowledge, previous contracts, previous ownership history, liens or claims of
interest, reports and maps, business and operation plans and any historical or
pro forma financials related to the operation of the ASHDOWN MILL. WEG agrees to
allow AMC to go on site at ASHDOWN MILL to view the property and make any
inspections that it deems necessary to complete its due diligence. A
representative of WEG will be available to accompany AMC on site when requested.
AMC will need 90 days to complete its due diligence on ASHDOWN MILL, such time
to run concurrently with the 90 day deadline for completion of the Definitive
Agreement.
9. CONFIDENTIALITY. During the term of this Letter of Intent and in
perpetuity thereafter, unless authorized in writing by the other, non-disclosing
party, neither party shall disclose to any third party, the terms of this Letter
of Intent without consent, except as may be required by the rules of a stock
exchange or other regulatory body to which a party may be subject. The
Definitive Agreement will include additional confidentiality provisions
appropriate for the parties.
10. Default. If AMC fails to make the AMC Initial Contribution in the
amounts or within the time required by the table set forth in paragraph 7, it
will have 90 days to cure such default, failing which AMC will be deemed to have
withdrawn from the Definitive Agreement and LLC and its Participating Interest
will be deemed transferred to WEG.
At such time as AMC has completed all of its contributions as set forth above,
each of AMC and WEG will be obligated to contribute funds to programs and
budgets adopted by the Management Committee in proportion to their respective
Participating Interests. Failure of a party to contribute to a program and
budget when due will, subject to a reasonable cure period, result in a dilution
of such party's Participating Interest.
11. TERMINATION OF LETTER OF INTENT. If WEG and AMC do not execute the
Definitive Agreement within 90 days of the date of this Letter of Intent, or
such other date as WEG and AMC may agree upon in writing, this Letter of Intent
will thereupon automatically terminate. In addition, this Letter of Intent may
be terminated prior to the earlier of (i) the execution of the Definitive
Agreement; or (ii) the Effective Date:
(a) by either party if:
(i) the other party has breached or is in default of any material term of
this Letter of Intent and fails to cure or remedy such breach or default within
14 days after receiving written notice thereof from the other party;
(ii) the parties, acting reasonably, are unable to obtain the requisite
regulatory approval; or
(iii) the Effective Date has not occurred by the agreed upon date and has
not been extended by the parties; and
(b) if AMC and/ or WEG do not obtain the requisite approval of its board of
directors and shareholders (if applicable).
The termination of this Letter of Intent shall not affect any rights,
obligations or liabilities of any of the parties, which have accrued or arisen
prior to the date of such termination.
In the event that AMC fails to diligently and in good faith satisfy its
obligations under this Letter of Intent, the $500,000 paid to WEG on execution
of this Letter of Intent will not be returned to AMC, If, however, AMC's due
diligence does not substantiate representations made by WEG any provided funds
will be returned to AMC.
12. AREA of INTEREST. The area of interest ("Area of Interest") shall be
defined as the area situated within three miles of the exterior boundaries of
the property as more fully set out in Schedule "A". If either party wishes to
acquire, directly or indirectly, any interest in any new property which is all
or partly within the Area of Interest, it will be done solely through the LLC.
13. EXPENSES. Each of AMC and WEG will each pay their own respective
expenses incurred in connection with this Letter of Intent and the Transaction,
whether or not the Transaction is consummated.
14. Notice. Any notice or other communication required or contemplated under
this Letter of Intent to be given by one party to the other shall be delivered,
faxed, emailed or mailed by prepaid registered post to the party to receive same
at the undernoted address, namely:
if to Win-Eldrich Mines Ltd: Win-Eldrich Gold Inc
227 N. 9th Street S.200
Lincoln NE 68506
Attention: Perry Muller, CEO-President
Email: pmuller@unitedtransport.net
Telephone: 402-435-7206
Mobile: 402-432-3388
Fax Number: to be provided
if to American Mining Corporation: American Mining Corporation
970 Caughlin Crossing, Suite 100
Reno, Nevada 89519
Attention: Gary MacDonald
Email : gmacdonald@americanminingcorp.com
Office: 888-505-5808
Fax Number: 888-505-5808
16. MISCELLANEOUS PROVISIONS.
(a) This Letter of Intent will be governed by and interpreted under the laws
of the State of Nevada.
(b) All references in this Letter of Intent to dollar amounts are to United
States currency.
(c) This Letter of Intent may be executed in any number of counterparts and
by facsimile transmission with the same effect as if all parties hereto had
signed the same document. All counterparts will be construed together and
constitute one and the same agreement.
(d) The parties agree that any matters outside those outlined in this Letter
of Intent that may arise in connection with the Transaction will be negotiated
in good faith and in accordance with standards generally practiced in the
industry.
Agreed and Accepted, Agreed and Accepted,
/s/ Perry Muller /s/Gary MacDonald
Perry Muller, CEO-President Gary MacDonald, President, CEO
Win-Eldrich Gold Inc. American Mining Corporation
Date: March 22, 2011 Date: March 22, 2011
SCHEDULE A
The ASHDOWN MILL consists of a mill facility, equipment and supplies that is
comprised on 39.7 acres more or less, leased long-term from Claude Edward Morris
in portions of sections 14 & 23, T45N, R28E, MDM, near Denio Junction, Nevada.
[graphic omitted]
SCHEDLUE B
BINDING MEMORANDUM OF UNDERSTANDING
This binding Memorandum of Understanding (BMOU) between the ASHDOWN MILL LLC
(subject to name change) (AMLLC) and Win-Eldrich Gold (WEG), the US subsidiary
of Win-Eldrich Mines Ltd (WEX) outlines terms of ore processing by the AMLLC and
a formal agreement "Ore Processing Agreement" to be completed within the next 90
days.
The AMLLC will provide ore processing on a campaign basis at a cost plus fee to
WEG. This ore will be processed under AMLLC's standard regional processing
agreements to be negotiated at mutually acceptable market terms between the two
parties. The costs will include all operating costs, including indirect costs,
plus an operating fee ("Cost Plus") to be mutually agreed upon prior to start up
of the AMLLC, estimated at 18%. The Ore Processing Agreement will cover any and
all ores as currently processed or to be processed by the AMLLC. A metals equity
fee (ME) of 5%, AMLLC's minimum, will be charged in addition to operating costs
and Cost Plus.
Prior to setting a cost plus for WEG's ores, metallurgic tests will be completed
to determine the best practices in metals recovery and the appropriate
flow-sheet processing and final processing agreement.
It is anticipated that the tranches of ore to be provide by WEG for campaign
processing will be at a minimum of 15,000 tons/ annum. When campaign capacities
are achieved Mo ores minimum stockpile campaign is 3000 tons and Au ores minimum
stockpile campaign is 1500 tons. It is anticipated that AMLLC milling capacity
will increase over time and that WEG ores will have the first right to added
capacity. The final contracts will delineate the standard terms and conditions
as are practiced by the regional milling industry within Nevada. The general
terms of this BMOU may be modified subject to final agreement to be signed by
all parties and is subject to board approval by AMC and WEG or affiliates no
later than March 31, 2011, The BMOU is subject to TSX venture approval. The term
of the Ore Processing Agreement is 4 (four) years with annual option to renew at
similar terms and conditions.
Processing of Ashdown Tails:
WEG has reserved the right to process the Mill site existing Tails as the
"pilot" or "test run" of the combined/ expanded Mill site and reserves the right
to the first net $500,000 of any economic recovery. Any further proceeds will
belong to the Joint Venture.
/s/ Gary MacDonald /s/ Perry Muller
American Mining Corporation-Gary MacDonald Win-EldricK Gold-Inc.-Perry Mulle
