"Item 1.01 Entry into a Material Definitive Agreement.
Effective May 18, 2011, we entered into an engagement letter agreement with McNicoll, Lewis & Vlak LLC (“ MLV ”), whereby MLV agrees to provide certain exclusive and other non-exclusive financial advisory services (the “ Services ”) to our company, such Services to include general corporate advisory and possible merger/acquisition work involving our company or our core company assets including Big Chunk in Alaska, and Tombstone and North Pipes in Arizona.
In consideration for the Services, we have agreed to pay MLV a retainer fee of $20,000 per month which fee may be paid in the form of cash or common shares of our company, however the minimum cash payment shall be $10,000 per month and the common shares will be issued at a price equal to the market price (being the five day closing average price) on the date prior to the date of issuance of those shares, less a 25% discount.
We also agreed to pay a success fee on the completion of a merger, acquisition, joint venture, sale asset sale, asset purchase, strategic investment with a company or companies engaged in the metals and mining industry or vend-in or strategic partnership.
We have also agreed to pay a placement fee for any equity or debt offering of which MLV introduced the investor. The placement fee will be payable as to cash and shares.
Item 9.01 Financial Statements and Exhibits
10.1 Engagement Letter Agreement with McNicoll, Lewis & Vlak LLC dated May 18, 2011 (E xhibit B has been omitted pursuant to a request for confidential treatment)"
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