EL CAPITAN PROJECT REPRESENTATION AGREEMENT
JUNE 21, 2006
Other Companies - Any other entity that may become aware of the availability of the El Capitan project and may choose to provide a transaction proposal. An entity becomes an Other Company for purposes of this Agreement if
any communication regarding the El Capitan Project occurs between ECPN or its representatives and that entity after the execution data on this Agreement and before a date six months after the termination date of this Agreement (see TERMINATION on page 3). EPCN agrees to notify Pavlich in writing whenever communications with an entity qualify it as an Other Company.
Prospect Company - Entities that are placed on a target list for marketing of the El Capitan project. The list may be modified by mutual written consent of the parties to this Agreement. Pavlich may incur T&E Expenses, Consulting Time Charges, and Travel Time Charges related to the marketing efforts towards these companies. The initial list of Prospect Companies is:
·
Barrick Gold Corporation - Toronto, Ontario and Salt Lake City, UT
·
Newmont Mining Corporation - Denver, Colorado
·
Kennecott Exploration Company (RTZ) - Salt Lake City, UT
·
AngloPlatinum (Angle American - UK) - South Africa
·
Freeport McMoRan Copper & Gold - New Orleans, LA
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Agnico-Eagle Mines Limited - Toronto, Ontario
·
Kinross Cold Corporation - Toronto, Ontario
·
Goldcorp, Inc. - Vancouver, British Columbia
·
Glamis Gold Ltd, - Reno, NV
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Meridian Gold, Inc, - Reno, NV
·
Stillwater Mining Company - Billings, MT
·
Impala Platinum - South Africa
·
Phelps Dodge Corporation - Phoenix, AZ
Success Payment - The payments due to Pavlich upon completion of a transaction involving either the El Capitan Project or ECPN or G&M with any Transaction Counterparty. The total of all Success Payments made to Pavlich shall to calculated as the greater of:
a) One-quarter of one percent (0.25%) of the Total Transaction Value
b) $250,000
The total of all Success Payments to Pavlich shall not exceed three million dollars ($3,000,000.00)
The Success Payment shall be deemed to be earned upon the closing of a transaction involving either the El Capitan Project or ECPN with any Transaction Counterparty. The payment for success shall be made in accordance with the percentage and frequency of the Transaction Payments. ECPN will make payments to Pavlich within 10 business days of the time that a Transaction Payment is deemed to have been completed.
Transaction Counterparty - The entity purchasing an interest in either the El Capitan Project, G&M, or ECPN with the intention of controlling or participating in the development of the El Capitan Project.
