Delaware
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02-69494
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13-3025550
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(State
or other jurisdiction
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(Commission
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(IRS
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of
incorporation)
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File
Number)
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Identification
No.)
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45
East Putnam Avenue, Greenwich, CT
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06830
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(Address
of principal executive offices)
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(Zip
Code)
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10.3
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Material
Contract – Mego Gold, LLC Gold Concentrate Supply Contract with Industrial
Minerals SA dated as of February 25,
2010.
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10.4
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Material
Contract – Mego Gold, LLC Security Agreement with Industrial Minerals SA
dated as of February 25, 2010.
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10.5
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Material
Contract – Global Gold Corporation Guarantee to Industrial Minerals SA
dated as of February 25,
2010.
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Dated: March 1, 2010 | Global Gold Corporation | ||
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By:
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/s/ Van Z. Krikorian | |
Name: | Van Z. Krikorian | ||
Title: | Chairman and Chief Executive Officer | ||
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-
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the
Railway Bill of Lading weight at
Yerevan
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-
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the
last shipment’s effective assay for the Annual Tonnage (ASA trial stock
assay for the Trial Tonnage)
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-
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average
price for gold and silver over the week preceding the week of the railway
bill of lading date
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-
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Railway
Bill of Lading
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-
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Provisional
Commercial Invoice certifying that material is free for
Export.
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-
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Original
Certificate of Origin issued and legalised by the local Chamber of
Commerce or EUR .I certificates, if
required.
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-
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Provisional
Assay issued by Producer.
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a)
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Wet
metric ton or wmt means 2,204.62 pounds avoirdupois, natural
state.
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b)
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Dry
metric ton or dmt means 2,204.62 pounds avoirdupois, dry
state.
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c)
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Dollars
and Cents means the lawful currency of the United States of
America.
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d)
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A
Troy Ounce equals 31.1035 grams.
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e)
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A
pound equals 453.593 grams
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f)
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A
Gram equals 1/1000 of a kilogram.
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g)
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A
unit equals 1% of the dry net
weight
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h)
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A
Calendar month refers to a named month in the Gregorian
calendar.
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i)
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A
calendar week refers to the calendar days Monday to and including
Friday.
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j)
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A
business day refers to any calendar day Monday to and including Friday,
which is not a legal and recognised
holiday.
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k)
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Metal
Bulletin refers to the publication known as "METAL BULLETIN" which is
published twice a week in London by Metal Bulletin Journal,
Ltd.
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l)
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LME
refers to London Metal Exchange
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m)
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Date
of Shipment shall be the date on which the last Railway Bill of Lading of
the current shipment is issued, stamped and
signed.
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n)
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Date
of arrival at discharge port shall be the month during which the carrying
vessel reports to the Customs at the discharge
port.
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o)
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Normal
Office Hours means 8:00 - 17:00 on Monday through
Friday.
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p)
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INCOTERMS
2000 means International rules for the interpretation of the most commonly
used trade terms in international trade, published by
the International Chamber of Commerce in 1936 and
amended in 1953, 1967, 1976, 1980, 1990 and
2,000
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q)
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TML
means the Transportable Moisture Limit valid in Buyer’s sole option for
current shipment.
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r)
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FMP
means Flow Moisture Point valid in Buyer’s sole opinion for current
shipment
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s)
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IMP/BC
Code refers to a cargo shipped/loaded in accordance with latest
International Maritime Organisation / Bulk Cargo
Code.
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DATED
25 FEBRUARY 2010
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|||
MEGO
GOLD LLC
and
INDUSTRIAL
MINERALS SA
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|||
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SECURITY
AGREEMENT
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|||
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(1)
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MEGO GOLD LLC,
registered offices at Suite#2, 2A Tamanyan Street, Yerevan, Armenia
( hereinafter referred to us "
Mego
");
and
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(2)
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Industrial Minerals SA,
ac/o Lenz & Staehelin, Rte de Chene 30, 1208 Geneva,
Switzerland (hereinafter referred to us
“Secured
Party”
).
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1.
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DEFINITIONS AND
INTERPRETATION
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1.1
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Definitions
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1.2
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Construction
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(a)
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Unless
a contrary indication appears, a reference
to:
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(i)
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"
assets
" includes present
and future properties, revenues and rights of every
description;
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(ii)
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"
indebtedness
" includes
any obligation (whether incurred as principal or as surety) for the
payment or repayment of money, whether present or future, actual or
contingent;
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(iii)
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a
"
person
" includes
any person, firm, company, corporation, government, state or agency of a
state or any association, trust or partnership (whether or not having
separate legal personality) of two or more of the
foregoing;
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(iv)
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a
"
regulation
"
includes any regulation, rule, official directive, request or guideline
(whether or not having the force of law but, if not having the force of
law, with which persons who are subject thereto are accustomed to comply)
of any governmental, intergovernmental or supranational body, agency,
department or regulatory, self-regulatory or other authority or
organisation;
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(v)
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the
"
winding-up
",
"
dissolution
",
"
administration
"
or "
reorganisation
" of a
company or corporation shall be construed so as to include any equivalent
or analogous proceedings under the laws and regulations of Armenia or any
jurisdiction in which the Mego carry on business including the seeking of
liquidation, winding-up, reorganisation, bankruptcy, dissolution,
administration, arrangement, adjustment, protection or relief of
debtors;
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(vi)
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a
reference to a clause, paragraph or schedule, unless the context otherwise
requires, is a reference to a clause, a paragraph of or a schedule to this
Agreement.
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(b)
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General
words shall not be given a restrictive meaning by reason of their being
preceded or followed by words indicating a particular class of acts,
matters or things or by examples falling within the general
words. Any phrase introduced by the terms "other", "including"
and "include" or any similar expression shall be construed as illustrative
and shall not limit the sense of the words preceding those
terms.
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(c)
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Section,
Clause and Schedule headings are for ease of reference
only.
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2.
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SECURED
OBLIGATIONS
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3.
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RELEASE
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3.1
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Release
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4.
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ENFORCEMENT
EVENT
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4.1
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Enforcement
Event
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(a)
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transfer
to the Secured Party any interest and other monies and benefits it may
receive thereafter in connection with the
Stockpile
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(b)
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notwithstanding
Clause 5.2 of this Agreement, not take any decisions as the owner of
Stockpile except in accordance with the instructions of the Secured
Party.
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5.
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MEGOS'
REPRESENTATIONS AND
UNDERTAKINGS
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5.1
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Representations
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(a)
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Non-conflict
with other obligations
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(b)
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No
Financing Statement covering any of the Collateral or any proceeds thereof
is on file in any public office. Mego shall immediately notify the Secured
Party in writing of any change in name, address, identity or corporate
structure from that shown in this Agreement and shall also upon demand
furnish to the Secured Party such further information and shall execute
and deliver to Secured Party such financing statements and other documents
in form satisfactory to Secured Party and shall do all such acts and
things as Secured Party may at any time or from time to time reasonably
request or as may be necessary or appropriate to establish and maintain a
perfected security interest in the Collateral as security for the
Obligations, subject to no adverse liens or encumbrances; and Mego will
pay the cost of filing the same or filing or recording this agreement in
all public offices wherever filing or recording is deemed by Secured Party
to be necessary or desirable. A carbon, photographic or other
reproduction of this agreement is sufficient as a financing
statement.
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(c)
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Except
as contemplated by the GCSC between the parties, Mego will not sell,
assign, pledge, lease or otherwise transfer or encumber the Collateral or
any interest therein, without the prior written consent of Secured
Party.
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(d)
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Mego
will keep the Collateral free from any adverse lien, security interest or
encumbrance and in good order and repair, shall not waste or destroy the
Collateral or any part thereof, and shall not use the Collateral in
violation of any statute, ordinance or policy of insurance thereon.
Secured Party may examine and inspect the Collateral at any reasonable
time or times, wherever
located.
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(e)
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Mego
will pay promptly when due all taxes and assessments upon the Collateral
or for its use or operation or upon this Agreement or upon any note or
notes evidencing the
Obligations.
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(f)
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Repetition
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5.2
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Undertakings
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(a)
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Disposals
and Negative pledge
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6.
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FURTHER
ASSURANCE
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(a)
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The
Mego will promptly at their own cost do all such acts or execute all such
documents as the Secured Party may specify (and in such form as the
Secured Party may require in favour of the Secured Party or its
nominee(s)) for the purpose of exercising the Collateral Rights or
perfecting the Security created or intended to be created in respect of
the Collateral or for the exercise of the rights, powers and remedies of
the Secured Party provided by or pursuant to this Agreement or by law in
each case in accordance with the rights vested in it under this
Agreement.
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(b)
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The
Mego shall promptly take all such action available to them as may be
necessary for the purpose of the creation, perfection, protection or
maintenance of the Collateral as a first-ranking security over the
Stockpile.
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7.
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SECURITY
ENFORCEMENT
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7.1
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Enforcement out of
court
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7.2
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Enforcement through
court
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8.
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EFFECTIVENESS OF
COLLATERAL
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8.1
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No
Waiver
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8.2
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Illegality, Invalidity,
Unenforceability
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8.3
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No
liability
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8.4
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Implied Covenant for
Title
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8.5
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Continuing
security
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(a)
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The
Security from time to time constituted by this Agreement is a continuing
security and will remain in full force and effect as a continuing security
until the date of full and final discharge of the
GCSC.
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(b)
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No
part of the Security from time to time constituted by this Agreement will
be considered satisfied or discharged by any intermediate payment,
discharge or satisfaction of any part of the
CCSC.
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(c)
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In
accordance with Article 233 of the Civil Code, the Security shall secure
the Secured Party’s claim to the extent of the amount it will be worth of
at the time of actual satisfaction.
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8.6
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Immediate
recourse
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8.7
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No
prejudice
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8.8
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Discretion
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9.
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EXPENSES,
STAMP TAXES,
INDEMNITY
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9.1
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Expenses
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9.2
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Enforcement
expenses
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9.3
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Indemnity
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9.4
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Interest on
Demands
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9.5
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Payments Free Of
Deduction
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10.
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APPLICATION OF
PROCEEDS
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(a)
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first,
reimbursing the Secured Party any costs incurred in connection with the
enforcement of the Security; and
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(b)
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second,
paying the amount due to the Secured Party under the GSCS as well as
interest incurred, if any; and
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(c)
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if any amount is left from the
enforcement of Security in excess of the amounts due to Secured Party, it
shall be transferred to
Mego.
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11.
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ASSIGNMENT
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11.1
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Permitted
Successors
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11.2
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Disclosure
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12.
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NOTICES
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12.1
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Communications in
writing
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13.
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WAIVERS AND
COUNTERPARTS
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13.1
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Waivers
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13.2
|
Counterparts, Governing
language
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14.
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GOVERNING
LAW
|
15.
|
DISPUTE
RESOLUTION
|