Consolidated Silver Tusk Mines, Ltd. New Indonesian Corporate Structure.Business Editors VANCOUVER, B.C.--(BUSINESS WIRE)--Jan. 31, 2000 Consolidated Silver Tusk Mines, Ltd., (CKS CKS Checks CKS Center for Korean Studies (UC Berkeley) CKS Center for Knowledge Societies CKS Carajas, Para, Brazil - International / Brasilia Brazil (Airport Code) CKS Crankshaft Sensor ) as referred to in their News Release dated November 8th, 1999 has successfully completed negotiations and the execution of Agreements outlining the following international corporate structure. After review of the original agreements and corporate structure, the international law firm of Makarim &Taira S. advised CKS that various inconsistencies and weaknesses existed in the original contractual structure pertaining per·tain intr.v. per·tained, per·tain·ing, per·tains 1. To have reference; relate: evidence that pertains to the accident. 2. to the Karya Bukit Utama mining operations. It was therefore imperative to management to arrange, negotiate and restructure the company's proprietary rights through a new set of legally enforceable contracts/agreements, that would adhere to adhere to verb 1. follow, keep, maintain, respect, observe, be true, fulfil, obey, heed, keep to, abide by, be loyal, mind, be constant, be faithful 2. Indonesian law, and would further provide the necessary secured structure to its shareholders. Under Indonesian law a company such as CKS does not have the right to own or claim title to either property and/or mineral rights in Indonesia. The standard business practice is for an international company to enter into a Partnership Agreement with an Indonesian partner, who can hold and/ or secure title to Indonesian assets and/ or mining concessions to these assets. Under these parameters, CKS had entered into an arrangement with PT Metro Astatama (Astatama) in 1996, and had executed a single Non-Circumvention, Non-Disclosure Agreement A non-disclosure agreement (NDA), also called a confidential disclosure agreement (CDA), confidentiality agreement or secrecy agreement, is a legal contract between at least two parties that outlines confidential materials or knowledge the parties . This NCND NCND Non-Circumvention Non-Disclosure (agreement) NCND Neither Confirm Nor Deny (diplomatic speech) NCND National Center for Nutrition and Dietetics Agreement stood alone, and evidenced a joint venture between Astatama and CKS for the development of mineral properties in Indonesia on a 20:80 net profit share basis, 80% in favor of CKS. All financial contributions were the obligation of CKS on the basis of providing any and all funds for the accounts of Astatama, who in turn had the responsibility (although never contracted for) to execute these financial obligations on behalf of CKS/ the partnership. Astatama in turn executed a &uot;Memorandum of Understanding&uot; document with PT Karya Bukit Utama (KBU KBU Københavns Bowling Union (Denmark) KBU Key Business User ), who owns the mineral, and mining concession rights to the Karya Bukit Utama property. This Memorandum of Understanding A Memorandum of Understanding (MoU) is a legal document describing a bilateral or multilateral agreement between parties. It expresses a convergence of will between the parties, indicating an intended common line of action and may not imply a legal commitment. arrangement stipulated that Astatama could assume these mining concession rights in exchange for the payment of USD USD In currencies, this is the abbreviation for the U.S. Dollar. Notes: The currency market, also known as the Foreign Exchange market, is the largest financial market in the world, with a daily average volume of over US $1 trillion. $6.5 Million over a term period. Since Astatama did not have these funds, the partnership arrangement under the NCND Agreement required CKS to pay these funds on behalf of the joint partnership arrangement. No other principal agreements existed. The inconsistencies and weaknesses reflected in the contents of these two agreements afforded neither of the parties enforceable control over the arrangements reached. CKS, Astatama and KBU, collectively and individually agreed to a new contractual structure, said structure to replace the old contractual arrangement whereby CKS and Astatama had a partnership arrangement, and Astatama in turn had an agreement with KBU as outlined above. This new structure called for a new set of agreements between CKS and their newly elected Indonesian partner, PT. Gading Emas Minerindo (GEM). Astatama agreed to be replaced by GEM as CKS's joint partner in Indonesia, acting on behalf of the joint partnership, instead of Astatama, as required in the mineral resource sector in Indonesia. In exchange for their partnership, GEM will only be entitled en·ti·tle tr.v. en·ti·tled, en·ti·tling, en·ti·tles 1. To give a name or title to. 2. To furnish with a right or claim to something: to a fee of USD$30,000.00 per annum Per annum Yearly. , as remuneration REMUNERATION. Reward; recompense; salary. Dig. 17, 1, 7. for their obligations and responsibilities under this joint venture with CKS. Under the newly executed contractual structure, CKS, Astatama and KBU further agreed to the execution of a new tri-party agreement referred to as the Mineral Operations Agreement (MOA moa (mō`ə) [Maori], common name for an extinct flightless bird of New Zealand related to the kiwi, the emu, the cassowary, and the ostrich. The various species ranged in size from that of a turkey to the 10-ft (3-m) Dinornis giganteus. ), said MOA to be executed by and between Astatama, KBU and GEM. In this comprehensive MOA, prepared by the law firm Makarim &Taira S., Astatama contractually agreed and consented to the fact that GEM replaced Astatama as joint partner to CKS in Indonesia. Astatama further agreed in this MOA to forfeit To lose to another person or to the state some privilege, right, or property due to the commission of an error, an offense, or a crime, a breach of contract, or a neglect of duty; to subject property to confiscation; or to become liable for the payment of a penalty, as the result of a all their rights, and obligations under the Memorandum of Understanding document that was originally executed between Astatama and KBU, to GEM. Consolidated Silver Tusk Mines, Ltd. Astatama further agreed in this new MOA, to waive To intentionally or voluntarily relinquish a known right or engage in conduct warranting an inference that a right has been surrendered. For example, an individual is said to waive the right to bring a tort action when he or she renounces the remedy provided by law for such all their rights under the original NCND Agreement, executed with CKS, and/ or in any other existing agreement, and to relinquish those rights to GEM. Astatama will however retain their original net profit share interest in the KBU project, and as amended in the new MOA. In the new MOA Astatama is to receive 15% net profit share, KBU will receive 5% net profit share and CKS will retain their original 80% profit share. This profit share arrangement is the only agreement concerning profit sharing profit sharing, arrangement by which employees receive, in addition to their wages, a share of the net profits of a business. The purpose is to give them an incentive to increase their output through enhanced morale, less wasteful use of materials, better care of that is currently in place. CKS retains at all times a minimum of 80% profit interest in the KBU operations. KBU, GEM and Astatama collectively replaced the original Memorandum of Understanding and incorporated the general terms and conditions thereof into the newly executed Mineral Operations Agreement. Utilizing the guidelines guidelines, n.pl a set of standards, criteria, or specifications to be used or followed in the performance of certain tasks. as set out under Indonesian law, the new Mineral Operations Agreement outlines the specific terms, rights and obligations of specifically GEM and KBU pertaining to the payment of outstanding property payments in exchange for the mining concession rights, to GEM. Under the newly executed Mineral Operations Agreement, KBU agreed to reduce the outstanding property payments owed by CKS from Four Million Nine Hundred Thousand Dollars to Three Million Dollars, payable over one and a half years, representing a saving of One Million Nine Hundred Thousand Dollars. Currently, Two Million Eight Hundred Ten Thousand Dollars is still due, with the final payment scheduled to be made in May 2001. CKS and the directors/ shareholders of GEM in turn entered into the first of several agreements that outline their joint venture arrangement. The CKS management is satisfied with the qualifications and good standing of the directors and shareholders of GEM as they are well recognized in the Indonesian mining community and have a long standing relationship with the various mineral resource departments in Indonesia. A &uot;Loan Agreement&uot; and a &uot;Cooperation Agreement&uot; had been executed outlining the terms and conditions of this joint partnership arrangement, and in particular the fact that CKS will retain the obligation to ensure payment of the outstanding property payments due on behalf of this joint venture partnership, and that GEM assumes full responsibility for all administrative and/ or all other filing requirements as required under Indonesian law, on behalf of the joint venture partnership. Additional agreements including, but not limited to, a &uot;Gold/ Mineral Sales Agreement&uot; and a &uot;Technical Assistance Agreement&uot; are currently under review by both parties, and are expected to be executed during February 2000. These agreements will not incorporate any further financial obligations in addition to those already referred to herein, by CKS. All new agreements as referred to herein will be lodged with the Canadian Venture Exchange The Canadian Venture Exchange (CDNX) is now a defunct stock exchange having been acquired by the TSX Group in 2001 and renamed the TSX Venture Exchange. History of the Canadian Venture Exchange (CDNX) , as and when applicable. For further information on the new corporate structure, please contact the CKS management to request further disclosure. The CKS management does however maintain the right and discretion when making any information available to third parties and non-registered shareholders. On behalf of the Board of Directors, W. Van der Merwe. William J. Van der Merwe. Vice President - Finance &Administration. THE CANADIAN VENTURE EXCHANGE (CDNX CDNX See Canadian Venture Exchange (CDNX). ) HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THE CONTENTS OF THIS NEWS RELEASE. |
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