KEY ELEMENTS IMO:
1). Effective January 9, 2014, the Registrant formalized a de facto joint venture with our wholly-owned subsidiary, Ruby Gold, Inc.
2). ..the Registrant (that's NBRI) will fund Ruby through loans
3). .. RGI will remain the owner and operator of Ruby, and the Registrant shall be apportioned a 50% interest of net income distribution from Ruby once all debt has been extinguished.
4). .. RGI is expected to file a registration statement on Form 10 with the U.S. Securities and Exchange Commission ("SEC") --- hence, IMO signal that others likely will also become involved here
5). .. The Members wish to enter into an association of mutual benefit and agree to jointly invest and set up a joint venture enterprise.
6). .. exclusive purpose of the Venture will be: Mining operations at the Ruby Mine Property in Sierra County, California --- this is limiting the Joint Venture but not the participants (not limiting RGI or NBRI)
7). .. Each of the Members has contributed or shall contribute ($2.5 million each) to the capital of the Venture, in cash, stock, or property in agreed upon value, as follows (the "Capital Contribution"):
.......... North Bay Resources Inc.-- Capital (cash, stock, and warrants) to acquire, rehabilitate, and initiate mining operations at the JV Property.
.......... Ruby Gold, Inc. -- JV Property for mining purposes, maintained in good standing, with all related and applicable mining rights and permits (All equipment, processing and recovery facilities, labor, project management, reclamation, and all other activities and expenditures required to conduct mining operations on the JV Properties)
8). .. JV Property (i.e. mining claims) contributed by RGI shall remain the property of RGI. Mining equipment (i.e. Mining, Production and Refining equipment, etc.) contributed by RGI shall remain the property of RGI. Any equipment purchased from Venture funds shall become the property of the Venture unless otherwise designated by the Members.
9). .. Any cash contributed to the Venture or any cash payments made on behalf of the Venture by North Bay will be deemed a debt due from the Venture that must be repaid with interest at such rates and times to be determined by a majority of the Members, and prior to any distribution of profits to Members.
Admitting a New Member - already discussed
