SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of May 2011
Commission File Number: 000-29922
TOMBSTONE EXPLORATION CORPORATION
(Translation of registrant's name into English)
6529 E. Friess Dr.
Scottsdale, AZ 85254
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
X . Form 20-F . Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): .
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): .
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes . No .
If “ Yes ” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ____________________
TOMBSTONE EXPLORATION CORPORATION
Director Service Agreement
On May 1 8 , 2011, Tombstone Exploration Corporation, a Canadian federal corporation (the Corporation) entered into a Director Service Agreement (the Director Agreement) with Laird Cagan (Mr. Cagan), pursuant to which Mr. Cagan shall serve as a member of the Corporations Board of Directors for a period of three (3) years in exchange for a total of three million (3,000,000) restricted shares of the Corporations Common Stock, which shall be issued in three (3) annual installments of one million (1,000,000) shares per installment.
The foregoing summary description of the terms of the Director Agreement may not contain all information that is of interest. For further information regarding the terms and conditions of the Director Agreement, reference is made to such agreement, which is filed as Exhibit 10.1 hereto, and is incorporated by reference.
On May 24, 2011, the Corporation issued a press release announcing that it has entered into the Director Agreement with Laird Cagan as set forth above. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 6-K.
Limitation on Incorporation by Reference.
The information in this Form 6 − K furnished above shall not be deemed to be "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Exchange Act or Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Director Service Agreement between the Corporation and Laird Cagan dated May 18 , 2011
Press Release dated May 24, 2011
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: May 24 , 2011
TOMBSTONE EXPLORATION CORPORATION
By: /s/ Alan Brown
Name: Alan Brown
Title: President and Chief Executive Officer
DIRECTOR SERVICE AGREEMENT
This Director Service Agreement (the Agreement), is entered into as of May 1 8 , 2011, by and between Tombstone Exploration Corporation, a Canadian federal corporation (the Company), and Laird Cagan, an individual (the Director).
WHEREAS , the Director shall serve as a member of the Companys Board of Directors (the Board of Directors); and
WHEREAS , in consideration of the Directors service to the Company, and the Directors service hereunder, the Company desires to issue to the Director three million (3,000,000) restricted shares of the common stock of the Company, par value $.001 (the Common Stock); and
WHEREAS , the parties hereto desire to memorialize the terms of the Directors service with the Company.
NOW, THEREFORE , in consideration of the mutual agreements hereinafter set forth, Director and the Company have agreed and do hereby agree as follows:
1. Duties . The Company hereby agrees to engage Director, and Director hereby accepts and agrees to such service. The Director agrees to oversee the management and operations of the Company and to perform such other duties and assume all responsibilities which may be required by applicable law, the Articles of Incorporation of the Company, or the Bylaws of the Company. The Director shall exercise due diligence and care, and act in good faith, in the performance of the Directors duties hereunder, and shall comply with all obligations imposed by applicable law.
2. Term . The Directors service shall continue for a period of three (3) years commencing on the date hereof, with the term automatically renewing each subsequent year unless the Director is earlier removed as provided herein or otherwise prior to the expiration of this Agreement. Any amendment shall be effective only if in writing and executed by the Director and a duly authorized representative of the Company.
3. Compensation . As consideration for the Directors service hereunder, the Company shall issue to the Director an aggregate of three million (3,000,000) restricted shares of the Companys common stock (the Issued Stock) as follows: (i) one million (1,000,000) shares within five (5) business days after the execution of this Agreement and, (ii) 2 equal issuances of one million (1,000,000) shares each on an annual basis thereafter until May 18 , 2013. The Company shall also reimburse Director for reasonable expenses incurred by the Director in performing his duties on behalf of the Company; provided, however, that if the Company, in its sole and absolute discretion, determines that any such expenses are unreasonable, the Company shall have no obligation to reimburse the Director for those expenses.
4. Transferability . The Issued Stock and the rights and privileges conferred in whole or in part hereby may not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise), and the Company shall have no obligation to transfer such shares, unless registered under the Securities Act of 1933, as amended (the Act) or, in the opinion of counsel to the Company, such transaction is in compliance with or exempt from the registration and prospectus requirements of the Act. The Director shall pay all costs incurred by the Company in such a transaction, including but not limited to legal fees and costs. The Issued Stock shall not be subject to levy and execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of the Issued Stock, or any right or privilege conferred hereby, contrary to the provisions of this Agreement, or upon the levy or execution, attachment or similar process on the Issued Stock or the rights and privileges conferred under this Agreement, the Company shall have the right to buy back the Issued Stock, in whole or in part, in the manner described in Section 6. Each certificate or other documentation evidencing the ownership of any shares of Issued Stock to be imprinted with a legend in substantially the following form:
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE REOFFERED, SOLD, TRANSFERRED, PLEDGED, OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT AND THE STATE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION THEREOF, OR (B) AN OPINION OF COUNSEL, REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR THE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION WITH RESPECT THERETO. ADDITIONALLY, THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO AN OPTION TO REPURCHASE IN FAVOR OF THE COMPANY AS DESCRIBED IN SECTION 6 OF THE DIRECTOR SERVICE AGREEMENT.
The certificate may also bear additional inscriptions that the Company, in its sole and absolute discretion, otherwise deems are required by federal, state, foreign or local securities laws. All shares of Issued Stock shall be subject to such stop-transfer orders and other restrictions as the Company may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed, and any applicable federal or state securities law, and the Company may cause a legend or legends to be put on any certificates evidencing such shares to make appropriate reference to such restrictions
5. Restrictions on the Issued Stock . The Issued Stock is subject to all restrictions in this Agreement. By acceptance of the Issued Stock, the Director agrees that the Issued Stock will be held for investment and will not be held with a view to their distribution, as that term is used in the Act, unless in the opinion of counsel to the Company, such distribution is in compliance with or exempt from the registration and prospectus requirements of that Act. As a condition of this Agreement, the Company may require the Director to confirm any factual matters reasonably requested by counsel for the Company.
THE DIRECTOR UNDERSTANDS THAT THE ISSUED STOCK WILL NOT BE REGISTERED AT THE TIME OF THIS AGREEMENT UNDER THE SECURITIES ACT. THE DIRECTOR REPRESENTS THAT HE/SHE IS EXPERIENCED IN EVALUATING COMPANIES SUCH AS THE COMPANY, HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS AS TO BE CAPABLE OF EVALUATING THE MERITS AND RISKS OF THE INVESTMENT, AND HAS THE ABILITY TO SUFFER THE TOTAL LOSS OF THE INVESTMENT. THE DIRECTOR FURTHER REPRESENTS THAT IT HAS HAD THE OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM THE COMPANY CONCERNING THE TERMS AND CONDITIONS OF THE ISSUED STOCK, THE COMMON STOCK, AND THE BUSINESS OF THE COMPANY, AND TO OBTAIN ADDITIONAL INFORMATION TO SUCH DIRECTORS SATISFACTION. THE DIRECTOR FURTHER REPRESENTS THAT HE/SHE IS AN ACCREDITED INVESTOR WITHIN THE MEANING OF REGULATION D UNDER THE ACT, AS PRESENTLY IN EFFECT.
6. Termination . The other members of the Board of Directors, the shareholders of the Company, or a duly authorized representative of the Company, may remove the Director from his seat on the Board of Directors at any time for cause (as defined below) with thirty (30) days written notice and after an opportunity is given to cure the violation. Such opportunity to cure will only be available if the violation is contained in one of the following paragraphs listed below: (d), (h), (i), (j), (k). If the Director is removed for cause from his seat on the Board of Directors, or if the Director resigns, this Agreement is immediately terminated and the Director will be entitled to a pro-rata portion of the Issued Stock which has not yet been issued, as calculated by the number of months that the Director has served on the Board of Directors up through the date of termination. If the Director is removed for cause, then the Directors obligations and the Companys rights under Sections 12 and 13 shall survive the termination of this Agreement for a period of one (1) year. Such removal shall be for cause in the event that any of the following events occur:
a. Willfully damaging the Companys property, business, reputation or goodwill;
b. Committing a felony;
c. Death, theft, dishonesty, fraud or embezzlement;
d. Using alcohol, narcotics or other controlled substances to the extent that it prevents the Director from efficiently performing services for the Company;
e. Willfully injuring any other employee of the Company;
f. Willfully injuring any person in the course of performance of services for the Company;
g. Disclosing to a competitor or other unauthorized persons confidential or proprietary information or secrets of the Company;
h. Soliciting business on behalf of a competitor or a potential competitor;
i. Sexually harassing any other employee of the Company or committing any act which otherwise creates an offensive work environment for other employees of the Company;
j. Failing to comply with any provision of the Companys policy manual as it applies to Director; or
k. Breaching this Agreement.
7. Taxes . The Director hereby agrees to pay to the Company any federal, state or local taxes of any kind required by law to be withheld with respect to the Issued Stock granted hereunder. If the Director does not make such payment to the Company, the Company shall have the right to deduct from any payment of any kind otherwise due to the Director from the Company, any federal, state or local taxes of any kind required by law to be withheld with respect to the Issued Stock.
8. Written Notification of the Right to Exercise . If any of the conditions stated in this Agreement occur and the Company elects to exercise its Option to Repurchase, the Company must give written notice to the Director of such election within three (3) business days. The Company shall send this written notice by registered or certified mail to the address of the Director first set forth above. Immediately upon Directors receipt of the written notice, all rights and privileges vested with respect to the Issued Stock being subject to the Option to Repurchase shall be null and void.
9. D&O Insurance. The Company shall maintain in full force and effect beginning: on the later of: (i) within 12 months after execution of this Agreement, or (ii) when the Companys stock price exceeds $0.25 per share, Directors and Officers Liability Insurance (D&O Insurance) naming Director as the insured. Such D&O Insurance policy shall carry coverage of at least $1,000,000 per claim, $2,000,000 aggregate, and a deductible in an amount that both the Director and the Company mutually deem is prudent and appropriate.
10. Market Stand-Off Agreement . In the event of an initial public offering of the Companys securities and upon request of the Company or the underwriters managing any underwritten offering of the Companys securities, the Director agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any of the Issued Stock other than those included in the registration, without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed one hundred eighty  days) from the effective date of such registration as may be requested by the Company or such managing underwriters.
11. Assignment . The Company may assign this Agreement to any successor (whether by merger, consolidation, purchase or otherwise) to all or substantially all of the equity, assets or business of the Company and to any affiliate of the Company, and this Agreement will be binding upon and inure to the benefit of such successors and assigns. Otherwise, this Agreement may not be assigned without the prior written consent of the other party.
12. Non-solicitation; Non-competition .
a. The Director agrees that he will not at any time during the Directors service or the Restriction Period (Restriction Period shall mean the one (1) year subsequent to the end of the Directors service with the Company for any reason, which ending of employment shall be referred to as the Termination Date), whether voluntarily or involuntarily, directly or indirectly for himself or any other person or entity solicit, interfere with or endeavor to entice away from Company or any of its affiliates any other employee of Company or any of its affiliates. Additionally, the Director agrees that during the Restriction Period any employment by the Director or any entity in which he has an interest, directly or indirectly (other than a publicly traded company in which he has less than a 1% interest) of any person who was in the employ of the Company or any of its affiliates within the preceding year, shall be a violation of this paragraph. For the purposes of this Agreement indirect interests shall include interests held by the Directors family members or any partner in a partnership, limited liability company or other entity in which he has a 10% or greater ownership interest.
b. The Director further agrees that he will not at any time during the duration hereof, whether voluntarily or involuntarily, directly or indirectly, for himself or any other person or entity:
i. Engage, directly or indirectly (either as an employee, officer, director, partner, shareholder, consultant or independent contractor), in any business substantially similar to that carried on by the Company, or any of its affiliates, or in providing services or products or offering to provide products or services of the kind provided by the Company or any of its affiliates as of the Termination Date within those areas in the United States, US Territories, Mexico, Central America and the Caribbean (the Non-Competition Area) which the Company or any of its affiliates is doing business as of the Termination Date or in which, at the time of the Termination Date, the Company or any of its affiliates contemplates doing business, or, for those customers of the Company or any of its affiliates for whom the Company or any of its affiliates: (A) is engaged in providing services or products as of the Termination Date, (B) has either provided services or products within the twenty four month (24) period prior to the Termination Date, or (C) has contacted at any time during the twelve (12) months prior to the Termination Date, for the purpose of offering to provide services or products (all of which are hereinafter referred to as the Clients);
ii. Solicit or attempt to solicit those Clients for the purposes of providing or offering to provide any services or products of a type which the Company or any of its affiliates provides or contemplates providing as of the Termination Date, on behalf of those Clients, whether directly or through any other persons, partnerships, corporations, companies or other entities; or
iii. Take any other action which would impair the value of the business or assets of the Company or any of its affiliates, including, without limitation, any action which would tend to disparage or diminish the reputation of the Company or any of its affiliates.
c. If in any judicial proceeding, a court shall refuse to enforce this Agreement, whether because the time limit is too long or because the restrictions contained herein are more extensive (whether as to geographic area, scope of business or otherwise) than is necessary to protect the business and goodwill of the Company, it is expressly understood and agreed between the parties hereto that this Agreement is deemed modified to the extent necessary to permit this Agreement to be enforced in any such proceedings.
d. If the Company or its successors in interest shall make application to a court of competent jurisdiction for injunctive relief, then the Restriction Period specified herein shall be tolled from the time of application for injunctive relief until the date of final adjudication of the claim for injunctive relief. Additionally, the Director waives, to the greatest extent permissible, any requirement that the Company post bond or other security as a precondition to an injunction, whether temporary or permanent.
e. The Director agrees that compliance with this Section is necessary to protect the goodwill and other proprietary interests of the Company and that a breach of this Section will give rise to irreparable and continuing injury to the Company which is not adequately compensable in monetary damages or at law. Accordingly, the Director agrees that the Company, its successors and assigns may obtain injunctive relief against the breach or threatened breach of the foregoing provisions, in addition to any other legal remedies which may be available to it under this Agreement. the Director further acknowledges that in the event of his termination or expiration of employment with the Company, his knowledge, experience and capabilities are such that the Director can obtain employment in business activities which are of a different or non-competing nature than those performed in the course of employment with the Company; and that the enforcement of a remedy hereunder by way of injunction will not prevent the Director from earning a reasonable livelihood.
13. Confidential Information . The Director agrees that he will not at any time during or for a period of two (2) years after the termination or expiration of his employment, except as authorized or directed in writing by the Company, use for the Directors own benefit, copy, reveal, divulge or make known in any manner to any person, firm or the Company the contents of any methods, inventions, systems, processes, concepts, techniques, and devices related to such matters used or developed by the Company, whether or not owned by the Company, or the methods, processes or manner of the creation and sale of products or services provided by, sold or leased by the Company, all sometimes referred to as Trade Secrets, as defined below.
The Director further agrees that he will not at any time during or for a period of two (2) years after the termination or expiration of said employment, except as authorized or directed in writing by the Company, sell, exchange or give away or otherwise dispose of any methods, inventions, systems, processes, concepts, techniques and devices related to the business now or hereafter owned and operated by the Company, whether the same shall or may have been originated, discovered or otherwise created by the Director. the Director further agrees not to reveal, divulge or make known to any person, firm or the Company the name of any of the Companys Clients, price lists, suppliers or any secret, Trade Secret or other proprietary information whatsoever in connection with the Company, its business or its Clients or anything pertaining thereto.
The Director understands that if, either during employment or for a period of two (2) years thereafter, he discloses to others, uses for his own benefit or for the benefit of any person or entity other than the Company, copies or makes notes of any such Trade Secrets, information or facilities, such conduct will constitute a breach of the confidence and trust bestowed upon the Director by the Company and will be a breach of this Agreement.
Trade Secret shall mean the whole or any portion of any formula, pattern, device, combination of devices, or compilation of information which is for use, or is used in the operation of the Companys business and which provides the business an advantage, or an opportunity to obtain an advantage, over those who do not know or use it. Trade Secret includes any scientific, technical or commercial information, including any design, process, procedure, list of suppliers, list of customers, business code, sales or installation technique, or improvement thereof. For purposes of interpretation hereunder the following shall apply:
a. Irrespective of novelty, invention, patentability, the state of the prior art, and the level of skill in the business, art, or field to which the subject matter pertains, when the owner thereof takes measures to prevent it from becoming available to persons other than those selected by the owner to have access thereto for limited purposes, a Trade Secret is considered to be secret, of value, for use or in use by the business, and of advantage to the business, or providing an opportunity to obtain an advantage, over those who do not know or use it.
b. In addition, a Trade Secret shall include information (not readily compiled from publicly available sources) which has been made available to the Director during the course of his employment, including but not limited to the names, addresses, telephone number, qualifications, education, accomplishments, experience and resumes of all persons who have applied or been recruited for employment, for either or both permanent and temporary jobs, job order specifications and the particular characteristics and requirements of persons generally hired by the Company, as well as specific job listings from companies with whom the Company does, or attempts to do business, as well as mailing lists, computer runoffs, financial or other information not generally available to others, and all information defined as a trade secret by applicable Nevada law.
c. The Director further agrees that he is under no obligation to any former company which is in any way inconsistent with this Agreement or which imposes any restriction on behalf of the Company. The Director also acknowledges that he has been instructed that during the term of employment by the Company, he is not to divulge to the Company, its employees or its consultants any confidential information obtained from any previous employers or any other person.
14. Return of Records . On termination of employment, the Director shall deliver all records, notes, data, memoranda, models, and equipment of any nature that are in the Directors possession or under his control and that are the property of the Company or relate to the employment or to the business of the Company.
15. No Slander . The Director agrees not to in any way slander or injure the business reputation or goodwill of the Company, including, by way of illustration, through any contact with Clients, prospective clients, vendors, suppliers, employees or agents of the Company which could slander or injure the business reputation or goodwill of the Company.
16. Waiver or Modification . No waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith. Furthermore, no evidence of any modification or waiver shall be offered or received as evidence in any proceeding, arbitration or litigation between the parties arising out of or affecting this Agreement or the rights or obligations of any party hereunder, unless such waiver or modification is in writing, duly executed as aforesaid. The provisions of this paragraph may not be waived except as herein set forth.
17. Choice of Law; Waiver of Jury Trial . This Agreement and the performance hereunder and all suits and special proceedings hereunder shall be construed in accordance with the laws of the State of Nevada. In any action, special proceeding or other proceeding that may be brought arising out of, in connection with, or by reason of this Agreement, the laws of the State of Nevada shall be applicable and shall govern to the exclusion of the law of any other forum, without regard to the jurisdiction in which the action or special proceeding may be instituted. All actions under this Agreement shall be taken in a court of competent jurisdiction within the State of Nevada in which the Companys principal place of business is located and the Director hereby waives and agrees that he shall not assert that such forum is inconvenient.
EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO DEMAND A TRIAL BY JURY FOR ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE RELATIONSHIP OF THE PARTIES. THIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING FROM ANY SOURCE, INCLUDING BUT NOT LIMITED TO THE CONSTITUTION OF THE UNITED STATES, THE CONSTITUTION OF ANY STATE, COMMON LAW OR ANY APPLICABLE STATUTE OR REGULATION. EACH PARTY HEREBY ACKNOWLEDGES THAT IT IS KNOWINGLY AND VOLUNTARILY WAIVING THE RIGHT TO DEMAND TRIAL BY JURY.
18. Binding Effect of Agreement . This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, assigns and legal representatives.
19. Indemnification . The Director shall be indemnified by the Company under the Companys Director Indemnification Policy.
20. Invalid Provision . The invalidity or unenforceability of a particular provision of this Agreement shall not effect the other provisions hereto, and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted.
21. Costs of Enforcement . In the event either party initiates action to enforce his, her or its rights hereunder, the substantially prevailing party shall recover from the substantially non-prevailing party its reasonable expenses, court costs, including taxed and untaxed costs, and reasonable attorneys fees, whether suit be brought or not (jointly referred as to Expenses). As used herein, Expenses include expenses incurred in any appellate or bankruptcy proceeding. All such Expenses shall bear interest at the highest rate allowable under the laws of the State of Nevada from the date the substantially prevailing party pays such Expenses until the date the substantially non-prevailing party repays such Expenses. Expenses incurred in enforcing this Section shall be covered by this Section. For this purpose, the court is requested by the parties to award actual costs and attorneys fees incurred by the substantially prevailing party, it being the intention of the parties that the substantially prevailing party be completely reimbursed for all such costs and fees. The parties request that inquiry by the court as to the fees and costs shall be limited to a review of whether the fees charged and hourly rates for such fees are consistent with the fees and hourly rates routinely charged by the attorneys for the substantially prevailing party.
22. Assignment . This Agreement shall be construed as a contract for personal services by the Director to the Company and shall not be assignable by the Director. This Agreement may be assigned by the Company.
23. Strict Construction . This Agreement was the joint, negotiated product of the parties. Therefore, neither party shall advance a position that any provision hereof should be more strictly construed against the other party on the basis that such other party prepared such provision.
24. Cumulative Rights . Unless otherwise provided herein, all rights, powers and privileges conferred upon the parties by law, this Agreement or otherwise shall be cumulative.
25. Waiver . No failure of any party to exercise any power given such party hereunder or to insist upon strict compliance by any party with its obligations hereunder, and no custom or practice of the parties in variance with the terms hereof shall constitute a waiver of the parties right to demand exact compliance with the terms hereof.
26. Survival . The provisions of this Agreement shall continue and survive the closing hereof unless or until there is a completion and fulfillment of all the conditions, covenants and warranties herein.
27. Time . Time is of the essence of this Agreement.
28. Notices . All notices, requests, demands and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given when delivered by hand or when mailed by certified registered mail, return receipt requested, with postage prepaid to their current address or to such other address as they request in writing.
29. Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute the same instrument.
30. Singular/Plural Feminine/Masculine, Successors or Assigns . All references as used herein shall include male and female, singular and plural, and successors or assigns in the use of a corporation, partnership, individual or entity in any place or places herein in which the context may require or permit such substitution, substitutions or designations.
31. Complete Agreement . This written Agreement contains the sole and entire agreement between the parties as to the matters contained herein, and supersedes any and all other agreements between them. The parties acknowledge and agree that neither of them has made any representation with respect to such matters of this Agreement or any representations except as are specifically set forth herein, and each party acknowledges that he or it has relied on his or its own judgment in entering into this Agreement. The parties further acknowledge that statements or representations that may have been heretofore made by either of them to the other are void and of no effect and that neither of them has relied thereon in connection with his or its dealing with the other.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement and made it effective as of the date first set forth above.
Tombstone Exploration Corporation
/ s/ Alan Brown
Alan Brown- President
DIRECTOR: Laird Cagan
/s/ Laird Cagan
TOMBSTONE EXPLORATION ANNOUNCES APPOINTMENT TO THE BOARD OF DIRECTORS
Phoenix, AZ,--May 24, 2011--Tombstone Exploration Corp. (OTCBB:TMBXF) (OTCQB:TMBXF) announced today that Mr. Laird Cagan has been appointed to the TMBXF Board of Directors.
Mr. Cagan is Managing Director and co-founder of Cagan McAfee Capital Partners, LLC, ("CMCP"), a private investment firm and merchant bank, as well as its predecessor firm, Cagan Capital, LLC (Cagan Capital). In the 1990's, Cagan Capital invested in and helped build 15 high tech companies with over $500 million of equity capital invested in those companies. Since 2000, CMCP has founded, funded and taken public 10 companies in a variety of industries including energy, alternative energy, healthcare, information technologies and environmental. CMCP portfolio companies have raised over $600 million of equity capital and over $2 billion of capital has been invested in those companies or their projects.
Mr. Cagan was the Founder/Chairman of Evolution Petroleum Corporation (EPM), which develops mature oil & gas fields with advanced technologies, and is a former founding director of AE BioFuels (AEBF) and Pacific Asia Petroleum (PAP). He is also a Registered Representative of Colorado Financial Services Corporation (CFSC; Member FINRA/SIPC) and holds Series 7, 63 and 24 licenses. CMCP is not affiliated with CFSC.
Mr. Cagan previously worked for two of the largest investment banks in the world, Goldman, Sachs & Co. and Drexel Burnham Lambert. In all, he was involved in over 30 transactions valued at more than $15 billion. Mr. Cagan attended M.I.T. and received his B.S. and M.S. degrees in engineering and his MBA from Stanford University. He is also a graduate of the UCLA Director's Training Program.
Cagan stated, Tombstone controls the mineral resources under a large acreage in an historically prolific mining area in Southern Arizona. Existing testing results show significant promise for a potentially large mineral resource. It is an exciting opportunity for me to be involved at this point in the development of this project. I see parallels with several of the companies I co-founded which developed into AMEX-listed companies. These companies had energy resources with significant initial potential and after accessing development capital, entered into development deals with a large strategic partner to build out the resource.
Alan Brown, President of TMBXF, stated, "We are extremely pleased to announce the appointment of Laird to our Board of Directors. His past experience will be an asset to our company and we look forward to working with him. Laird has had considerable success helping and advising previous firms that he was associated with in raising expansion capital. This experience will be of great value to TMBXF, as we move to the next stage."
TMBXF is focused primarily on exploration and development of mineral resources. Tombstone Exploration Corp. has the mineral rights to historical mining land in the areas around Tombstone, Arizona and is the largest landholder in the Tombstone Mining District. Tombstone also has the mineral rights to 1,000 acres in Mineral County, Nevada known as the Eagleville property. For more information on the Company, please visit www.tombstonemining.com
Statements contained herein that are not historical facts may be forward-looking statements within the meaning of the Securities Act of 1933, as amended. Forward-looking statements include statements regarding the intent, belief or current expectations of the Company and its management. Such statements are estimates only, as the Company has not completed the preparation of its financial statements for those periods, nor has its auditor completed the audit of those results. Actual revenue may differ materially from those anticipated in this press release. Such statements reflect management's current views, are based on certain assumptions and involve risks and uncertainties. Actual results, events, or performance may differ materially from the above forward-looking statements due to a number of important factors, and will be dependent upon a variety of factors, including, but not limited to Tombstone Exploration Corp.'s ability to obtain additional financing. Tombstone Exploration Corp. undertakes no obligation to publicly update these forward-looking statements to reflect events or circumstances that occur after the date hereof or to reflect any change in Tombstone Exploration Corp.'s expectations with regard to these forward-looking statements or the occurrence of unanticipated events. Factors that may impact Tombstone Exploration Corp.'s success are more fully disclosed in Tombstone Exploration Corp.s most recent public filings with the U.S. Securities and Exchange Commission.
Redstone Communications, LLC
Tombstone Exploration Corp.
Alan M. Brown, President
The Eversull Group, Inc.
Jack Eversull, President