To: Ga Bard who wrote (782 ) 8/26/1999 8:46:00 AM From: Chuca Marsh Read Replies (2) | Respond to of 2392
Fell...never started, guy. TWIST & DISTORT: This JV Proposal hasd been on our Website for OVER one ear, it is the normal and customary start in any business talks. You seem not to understand this, I just want to make it clear, we had not gone to this point BECAUSE....we did NOT really start any talks, with folks who don't respond to our initial inquiries!auctionbuy.com J. V. Proposal for WMA 8 -------------------------------------------------------------------------------- We appreciate your proposal for a Joint Venture with the "Rabbit Foot or PT109" L.P. Claim Groups. However, we do not wish to enter into any Joint Venture that obligates our Western Mining Association Eights, Placer Association and or RF/PT109 L.P. Claim Groups and to further liabilities. We are interested in an outright sale of the Claims. It is in this spirit that we offer the following counter proposal: SALES PROPOSAL OF RF/PT109 L.P. Claim Groups' CLAIMS TO ANY GOLD COMPANY whom entertains a Joint Venture with us. (Mineral Rights Locations/Properties) (1) 30 day free look: After agreement on a "Nondisclosure Agreement" in which ANY Gold Company agrees to be solely responsible for satisfying all legal and financial obligations associated with collecting samples to include any and all restoration requirements by the State of Arizona; and, in which the RF/PT109 L.P. Claim Group is held blameless for any and all negative consequences associated with the collection of these samples, ANY Gold Company will provide access to existing reports on the RF/PT109 L.P. Claim Groups' property (Ie- Mineral Rights) claim locations, claim authenticity, access, geological overview, assays and recovery. (2) The RF/PT109 L.P. Claim Groups' obligation to ANY Gold Company: If it agrees to proceed after the 30 day free look, the RF/PT109 L.P.Claim Groups agree to hold the RF/PT109 L.P. Claim Groups CLAIMS in good standing for the duration of the 12 month period discussed below and to reserve "first right of refusal" in favor of the potentional JV partner. (3) ANY Gold Company's Obligations to the RF/PT109 L.P. Claim Groups : If ANY Gold Company is interested in proceeding further after the 30 day free look, then it agrees to the following obligations. a. Pay lease renewal on all claims in August of 1998 that are currently held by the RF/PT109 L.P. Claim Groups . b. Expend $100,000 within 12 months of the end of due diligence to identify "target areas" within the claims. c. At no cost to the RF/PT109 L.P. Claim Group, provide the RF/PT109 L.P. Claim Group with 1/2 of each sample taken properly labeled in the same manner as ANY Gold Company's 1/2 of these split samples, and provide the RF/PT109 L.P. Claim Groups with copies of the written results of any and all assays or tests of any kind whatsoever that may be performed on ANY Gold Company's 1/2 of these split samples. d. Contingent upon satisfactory completion of 3a, 3b and 3c above, ANY Gold Company, at the end of that 12 months will have earned "first right of refusal" to purchase 100% of all RF/PT109 L.P. Claim Groups Claims held by the RF/PT109 L.P. Claim Groups at a price equal to the gross value of one years production of precious metals as calculated in paragraph 4, with no residuals being retained by the RF/PT109 L.P. Claim Groups (or else a seperation residual Negotiation will thus MAY be entertained in a rebuttal counter offer). Such payment to be made in 10 equal annual payments with the first payment being due upon the closing of the sale. No interest will be charged on the unpaid balance of 9 "Annual Sebsequent" payments; however,interest will be charged at the prime rate on any past due annual payments commencing on the day after such payments are due and will be compounded daily until such annual payment is paid in full. (4) The gross value of one years production of precious metals to be calculated as follows: Production of 1,000 tons per day basis which is (X) TBA and negotiated (2,000 pounds) per day times 355 days per year (allowing for 10 days of downtime per year) times the ( thus, annual 2,000,000 ) calculated average total precious metals recovery per ton times the average price of applicable precious metals during the 20 days immediately preceding the closing of the sale. This represents 10% of the annual Production to be paid in our first choice: A Ten Year Period Certain. Since mine life is usually calculcated at a 20 year duration and a 3-6% NSR or GSR, we feel that this bridges many issues to MUTUAL BENIFIT. (5) The RF/PT109 L.P. Claim Group reserves the right to use their 1/2 of each ore sample to verify ANY Gold Company's calculated recovery claims. Additionally, If ANY Gold Company chooses to refuse the purchase of the RF/PT109 L.P. Claim Groups at the end of this 12 month period, then the RF/PT109 L.P. Claim Groups has the right to use all testing results that were received in compliance with paragraph 3c above to pursue the sale of the claims to any other interested parties. (6) All terms of this proposal and any subsequent amendments are subject to the final approval of each investor in the RF/PT109 L.P. Claim Groups. Chucka