1
Exhibit 10.6
MINERA FREMONT GOLD CHILE S.A.
SAN CRESCENTE 400, SANTIAGO - CHILE
TEL. (56-2)334-9293/334-9899/234-9193
FAX. (56-2)233-8461
To: Mike Hopley DATE: Nov. 20, 1996
Fax (604)682-6508
From: Robert Partarrieu REF: Work Contract
DEAR MIKE:
AS PER OUR DISCUSSION:
This Employment Agreement is made effective on June 6, 1996. Between Minera
Fremont Gold Chile S.A. (The "Company") with address in: San Crescente 400, Las
Condes, Santiago - Chile and Roberto E. Partarrieu ("Employee").
ENGAGEMENT
The Employee shall provide the full time services to Minera Fremont
Gold Chile S.A. a General Manager effective June 6, 1996.
COMPENSATION
Salary: For the first 12 months of the engagement of the Employee by
Minera Fremont Gold Chile S.A., Employee will be paid an annual salary of
US$80,000 paid $6,667 per month, subject to customary amounts held back pursuant
to income tax and social security legislation of Chile.
All reasonable expenses, travel, lodging, etc., incurred by Employee in
connection with carrying out the duties of the Employee for the Company will be
reimbursed.
If Employee dies during the term of this contract all benefits given to
Employee by the "Company" will immediately be exercisable by the lawful
representative or beneficiary of the estate of Employee.
Employee will be entitled to 20 business days of annual holidays to be
taken at such time or times as are reasonably satisfactory to the "Company" and
Employee.
NEGATIVE COVENANTS:
Without the consent of the Company, Employee will not be permitted,
during the term of this agreement, to engage in any business (direct of through
any kind of ownership or other arrangement other than ownership of securities of
publicly held corporations) which is primarily involved in mineral exploration
and development, or accept employment with or render service to a person
involved in such business or take any other action inconsistent with the
fiduciary relationship of an employee to his corporation but, subject to such
limitation, Employee may make investment for his own account and raise money for
any business or enterprise whatsoever, provided that such business or enterprise
is not involved in mineral exploration and development. Employee may, with the
consent of the Company, such consent not to be
2
unreasonably withheld, serve as a director of other companies engaged in mineral
exploration and development provided such companies do not directly compete with
the Company.
NOTICE OF CONFLICT:
If the Board acting reasonably determines that Employee is engaged in
an activity which is deemed to be a conflicting activity, the Company will cause
the employee to be so advised in writing, and Employee will thereafter
discontinue such activity within 30 days after such notice, or such longer
period as the Board agrees, and Employee will, within such 30 days or longer
period, certify in writing to the Company that he has discontinued such activity
by sale or other disposing of all interest therein or by the transfer of all
such interests, save a beneficial interest, into a "blind trust" or other
fiduciary arrangement over which Employee has no control or direction.
CONFIDENTIALITY:
Notwithstanding anything else in this Agreement, upon termination of
Contractor's employment hereunder for any reason, Employee agrees to keep
strictest and utmost confidentiality with respect to the business affairs,
planned activities, proposed programs and acquisitions, customers, suppliers,
technology, proprietary rights, patents, research, business and assets of the
company.
Notwithstanding anything else in this Agreement, it is expressly
acknowledged and understood by employee that all the work product or Employee
while employed by the Company pursuant to the terms hereof shall vest in the
Company absolutely.
DUTIES OF EMPLOYEE:
During the term of this Agreement Employee will diligently perform his
duties as set out hereunder to the best of his skill and ability, and attend to
his duties on a full time basis, at such specific times and days as reasonably
directed by the Company, excepting holidays, absence due to sickness and other
authorized absences as set out herein.
TERMINATION BY THE COMPANY FOR JUST CAUSE
The Company may terminate this Agreement without the notice (or
compensation in lieu thereof for just cause. For the purpose of "just cause"
shall mean any of the following:
a) Any material breach by Employee of the terms of this Agreement;
b) the willful and continued failure by Employee substantially to
perform Employee's duties with the Company(other than any such
failure resulting from Employee's incapacity due to physical or
mental illness). After a demand for substantial performance is
delivered to Employee by the Board which specifically identifies
the manner in which the Board believed that Employee has not
substantially performed Employee's duties;
c) the willful engaging by Employee in competitive activities against
the Company. For purposes of this paragraph, no act, or failure to
act, on Employee's part shall be considered "willful" unless done,
or omitted to be done, by Employee not in good faith and without
reasonable belief that Employee's action or omission was in the
best interest of the Company.
TERMINATION WITHOUT THE ABOVE MENTIONED CAUSES:
Either party may terminate this Agreement and the employment of the
Employee hereunder. If the Employee terminates this agreement it must provide
not less than thirty (30) days notice to the company and Employee will receive 1
full month payment at his full gross
3
monthly salary rate for each year worked. Notwithstanding, Employee shall by
entitled t all the benefits provided for by the "Company" in this Agreement upon
any termination of this Agreement.
Any termination by the Company shall be communicated by written Notice
of Termination to the other parties hereto. For purpose of the Agreement,
"Notice of Termination" shall mean a notice reasonably detailing the facts and
circumstance claimed to provide a basis for termination of Employee's services
under the provision so specified. Notwithstanding, Employee shall be entitled to
a minimum of 6 month salaries at the full gross monthly salary rate and all
benefits provided for by the "Company" in this Agreement.
RETURN OF PROPERTY
On the effective date of termination, Employee will deliver up to the
company, in a reasonable state, all assets, including notes, data, reports,
documents, programs, computers and copies thereof, produced, owned leased or
bailed to the Company and used by or in the possession of Employee hereunder.
RESIGNATION
As of the date of termination of this Agreement, Employee will also
resign as an officer or director of the Company and of any subsidiary or
affiliate as the case may be.
/s/ Robert Partarrieu
- -------------------------------
ACKNOWLEDGED AND AGREED
/s/ Michael J. Hopley
- -------------------------------
4
Exhibit 22
LIST OF SUBSIDIARIES
Flagship Holding Ltd. ("FHL"), a Barbados corporation, owns 99% of
Minera Fremont Gold Chile, S.A. ("MFG"), a Chilean corporation, formerly known
as Inversiones Mineras Ayl S.A.. In turn, FHL is a wholly owned subsidiary of
Fremont Gold Corporation. As a result of this arrangement, MFG is the sole
operating subsidiary of Fremont Gold Corporation.
5
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANT
I hereby consent to the incorporation by reference in this Registration
Statement on Form SB-2 of my report dated February 11, 1997 relating to the
financial statements of Fremont Gold Corporation, formerly known as The
Rothchild Companies. Inc. as of December 31, 1995 and for the years ended
December 31, 1995 and 1994. I also consent to the reference to myself under the
caption "Experts" in the Prospectus included in the Registration Statement.
/s/ Thomas Klash
- -------------------------------
Thomas W. Klash
Certified Public Accountant
Hollywood, Florida
February 11, 1997
6
Exhibit 23.2
INDEPENDENT PUBLIC ACCOUNTANTS' CONSENT
The Board of Directors
Flagship Holding Ltd.
We consent to the use in the Registration Statement and Prospectus on Form SB-2
of Fremont Gold Corporation of our Auditors Report to the Directors dated
August 23, 1996 on the consolidated balance sheet of Flagship Holding Ltd. as
at June 30, 1996 and the consolidated statements of operations and deficit and
changes in cash flows for the period from incorporation on June 14, 1996 to
June 30, 1996 included in this Registration Statement and Prospectus, and to
the reference to our firm under the headings "Experts" in the Prospectus.
Our auditors' report relating to the financial statements referred to in the
preceding paragraph is supplemented by a report entitled "Comments by Auditors
for U.S. Readers on Canada-U.S. Reporting Conflict" that states that Canadian
reporting standards do not permit reference to uncertainties such as the
Company's ability to continue as a going concern as discussed in Note 1 to the
consolidated financial statements, when the uncertainties are adequately
disclosed in the financial statements and accompanying notes. Under United
States reporting standards, such uncertainties would be described in the
auditors' report in an explanatory paragraph following the opinion paragraph.
Chartered Accountants
/s/ KPMG
Vancouver, Canada
February 12, 1997
7
Exhibit 24
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, constitutes and
appoints Michael J. Hopley and Edward M. Topham, and each of them, his true and
lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign a Form SB-2 Registration Statement for filing with the
Securities and Exchange Commission respecting the offer and sale of 3,600,000
units, each unit consisting of one share of Common Stock, par value $.001, of
Fremont Gold Corporation, a Delaware Corporation, and one Detachable, Redeemable
Common Stock Purchase Warrant, together with any and all amendments (including
post-effective amendments) to such Registration Statement, and to file the same
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting such attorneys-in-fact and agents,
and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully
and to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that such attorneys-in-fact and agents, or each of
them, may lawfully do or cause to be done by virtue hereof.
DATED: February 6, 1997
/s/ David Shaw
---------------------------
David Shaw
PROVINCE OF BRITISH COLUMBIA )
) ss.
County of Vancouver )
On this 6th day of February, 1997, before me, the undersigned Notary
Public, personally appeared David Shaw, known to me to be the person whose
name is subscribed to the within instrument and acknowledged that he executed
the same for the purposes therein contained.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/s/ JC
---------------------------
Notary Public
My commission does not expire:
8
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, constitutes and
appoints Michael J. Hopley his true and lawful attorney-in-fact and agent with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign a Form SB-2 Registration Statement
for filing with the Securities and Exchange Commission respecting the offer and
sale of 3,600,000 units, each unit consisting of one share of Common Stock, par
value $.001, of Fremont Gold Corporation, a Delaware Corporation, and one
Detachable, Redeemable Common Stock Purchase Warrant, together with any and all
amendments (including post-effective amendments) to such Registration Statement,
and to file the same with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting such
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully and to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that such
attorneys-in-fact and agents, or each of them, may lawfully do or cause to be
done by virtue hereof.
DATED: February 6, 1997
/s/ Edward M. Topham
---------------------------
Edward M. Topham
Province of British Columbia )
) ss.
County of Vancouver )
On this 6th day of February, 1997, before me, the undersigned Notary
Public, personally appeared Edward Topham, known to me to be the person whose
name is subscribed to the within instrument and acknowledged that he executed
the same for the purposes therein contained.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/s/ Rod C. McKeem
---------------------------
Notary Public
My commission does not expire
9
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, constitutes and
appoints Edward M. Topham his true and lawful attorney-in-fact and agent with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign a Form SB-2 Registration Statement
for filing with the Securities and Exchange Commission respecting the offer and
sale of 3,600,000 units, each unit consisting of one share of Common Stock, par
value $.001, of Fremont Gold Corporation, a Delaware Corporation, and one
Detachable, Redeemable Common Stock Purchase Warrant, together with any and all
amendments (including post-effective amendments) to such Registration Statement,
and to file the same with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting such
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully and to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that such
attorneys-in-fact and agents, or each of them, may lawfully do or cause to be
done by virtue hereof.
DATED: February 6, 1997
/s/ Michael J. Hopley
---------------------------
Michael J. Hopley
Province of British Columbia )
) ss.
County of Vancouver )
On this 6th day of February, 1997, before me, the undersigned Notary
Public, personally appeared Michael Hopley, known to me to be the person whose
name is subscribed to the within instrument and acknowledged that he executed
the same for the purposes therein contained.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/s/ Rod C. McKeem
---------------------------
Notary Public
My commission does not expire