EXHIBIT 10
JOINT VENTURE AGREEMENT
This Joint Venture Agreement (the "Agreement") is dated, entered into
and made effective this 17th day of January, 2005, by and among Mayfair Mining
and Minerals ( UK ) Ltd. ("Mayfair UK"), Mwaca Mines and Gemstones Ltd., a
Zambia private company and Kasazi Mining Limited, a Zambia private company, all
of Kafue, Luzaka, Zambia (jointly referred to as "Nyendwa")
R E C I T A L S
A. Nyendwa is the owner, free and clear of certain prospecting
licenses, property and improvements situated thereon, all as more particularly
described in Schedule A attached hereto and incorporated herein by reference
(the "Properties").
B. Mayfair UK and Nyendwa desire to jointly form a Zambian private
company to be called Mayfair Zambia or similar name and enter into a joint
venture whereby the parties shall develop the Properties outlined in Schedule A.
Now, therefore, the parties hereby agree to be bound on the following
terms and conditions:
1. OBLIGATIONS OF MAYFAIR UK:
a) Mayfair UK will provide a loan to Mayfair Zambia the sum of US
$150,000 as the first year's budget to incorporate the Zambian
subsidiary and set up the infrastructure necessary to perform
the first, second and third year's work program on the
properties and to fund the plant requirements to reopen the
Amethyst mine. As consideration for making such loan, Mayfair
UK shall receive a 70% equity interest in Mayfair Zambia. In
addition, Mayfair shall be repaid the US$150,000 loan from
proceeds from mining operations, if any, on a schedule and
payment plan approved by the Board of Directors of Mayfair
Zambia, in the Board's sole discretion.
b) The US$150,000 shall be deposited by Mayfair UK into the
Mayfair Zambia working capital bank account in increments of
$12,500 a month, commencing January 2005, or, in the case of
machinery purchase, on an as-needed basis, up to a maximum of
US$150,000. Said monies shall be used predominantly towards
exploration and development of the Properties and, on
expanding the reserves, all as more specifically determined by
the Board of Directors of Mayfair Zambia, in its discretion.
c) Mayfair UK shall have the right to withdraw its funding
obligations hereunder if it, in its sole discretion,
determines the project subject hereof is no longer feasible
for any reason, and, thereupon, shall have no further
liability to any party for any reason, effective the date
Mayfair gives all parties written notice of its decision.
2. OBLIGATIONS OF NYENDWA:
(a) Upon signing of this Agreement Nyendwa shall transfer to the
joint venture company (Mayfair Zambia) the rights to the
mining licenses specifically referred to in Schedule "A", free
and clear of all liens and encumbrances of whatsoever nature,
and shall execute any and all documents required to effect
such transfer in compliance with all local laws, rules and
regulations applicable thereto.
(b) Julie Nyendwa and Upendo Nyendwa shall be in charge of the
day-to-day working operations of the Mayfair Zambia joint
venture company and shall both be paid a monthly salary, more
specifically outlined in Schedule "B", to perform these
duties. However, the Board of Directors of Mayfair Zambia
shall make all decisions regarding such operations and future
operations. (See paragraph 3(c) below.)
3. JOINT OBLIGATIONS OF MAYFAIR UK AND NYENDWA:
(a) After Mayfair UK's initial investment of $150,000 has been
completed, if additional funds are deemed necessary by the
Board of Directors of Mayfair Zambia to further develop the
Properties, any additional capital investments required shall
be provided by Mayfair UK, on a mutually agreed basis, and
deposited to the credit of Mayfair Zambia's bank account.
(b) All usual and customary project costs associated with the
Properties shall be billed and carried on the books of Mayfair
Zambia at cost.
(c) A Board of Directors of Mayfair Zambia shall consist of three
persons and shall be established with representation of two
directors appointed by Mayfair UK and one director appointed
by Nyendwa, and all decisions regarding the Properties and the
management of Mayfair Zambia shall be made by said Board of
Directors.
(d) Mayfair Zambia shall assume liability for reclamation costs of
the Properties (disturbed areas, heaps, etc.) as required by
law.
4. TERMS OF THE AGREEMENT:
(a) COMMENCEMENT: This Agreement shall commence and become
effective on the date first stated above and shall continue
for successive 10 (ten) year terms unless otherwise terminated
hereunder.
(b) RIGHT OF FIRST REFUSAL: In the event that either party wishes
to dispose of part or all of its respective interest and
shareholding in Mayfair Zambia, such selling shareholder will
be obliged to firstly offer those shares to the existing
shareholder(s), on a pro-rata basis, at a fair market value
agreed upon by the parties, failing which, such value shall be
assessed by a qualified independent appraiser selected by the
parties, or, upon failure to agree on an appraiser, each party
shall select one appraiser and the two appraisers so selected
shall select a third appraiser, and the three (3) appraisers
shall establish the value. The non-selling shareholder shall
have thirty (30) days after (a) receipt of the written notice
of intent to sell (if the parties agree on a fair market
value) or (b) receipt of the written appraisal, within which
to give the selling shareholder written notice of its intent
to purchase the shares. The parties shall share equally in the
expense of the appraisal.
5. GENERAL PROVISIONS:
(a) SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon,
and shall inure to the benefit of, the parties hereto and
their respective agents, employees, successors and assigns,
including all additional companies and/or business entities of
either party. No assignment of any part of this Agreement
shall be valid unless previously approved in writing by all
parties.
(b) CAPTIONS: The captions and subject headings of the paragraphs
of this Agreement are for convenience only and shall have no
effect on its interpretation.
(c) GENDER AND NUMBER: When required by the context of this
Agreement, the masculine, feminine or neuter gender, and the
singular or plural thereof, shall each be deemed to include
the other.
(d) COUNTERPARTS: This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original
and all of which together shall constitute one and the same
instrument.
(e) ENTIRE AGREEMENT; MODIFICATION; WAIVER: This Agreement
constitutes the entire Agreement between the parties
pertaining to the subject matter contained herein and
supersedes all prior and contemporaneous agreements,
representations and understandings of the parties. No
supplement, modification or amendment of this Agreement shall
be binding unless executed in writing by all the parties. No
waiver of any of the provisions of this Agreement shall be
deemed, or shall constitute, a waiver of any other provisions,
whether or not similar, nor shall any waiver constitute a
continuing waiver. No waiver shall be binding unless executed
in writing by the party making the waiver.
(f) ARBITRATION: Any controversy or claim arising out of or
relating to this Agreement, or the breach thereof, shall be
resolved by binding and specifically enforceable arbitration,
by a two-person arbitration panel. The arbitration panel will
consist of Dr. Salinas K. Mwenechanya of Lusaka, Zambia and
Mr. Viv Byrne of CSA Group Ltd., Dublin, Ireland.
(g) EXECUTION OF AGREEMENT; APPLICABLE LAW: This Agreement has
been executed and is to be performed in the UK and the laws of
the UK shall apply exclusively hereto and be binding in all
respects.
(h) AUTHORITY AND APPROVALS: Each party expressly represents and
warrants that it (a) has full corporate authority and power to
enter into this Agreement and perform its obligations
hereunder; (b) this Agreement, when executed, shall constitute
a valid and binding agreement of the party and no further
approvals shall be necessary; (c) this Agreement shall be
specifically enforceable against the party; and (d) the
execution and delivery of this Agreement shall not violate,
conflict or result in a default or breach of any law, rule,
regulation or any other agreement to or by which the party is
presently subject or bound.
(i) NOTICES: All notices or other communications hereunder shall
be in writing and deemed given to a party if delivered by
hand, with written receipt thereof, or by certified mail,
return receipt requested, postage prepaid, to the parties at
the following addresses:
Mayfair Mining and Minerals (UK) Ltd.,
Pax Hill
Park Lane
Lindfield
West Sussex
RH16 2QS
UK
And
Mwaca Mines and Gemstones Ltd.
Kasazi Mining Ltd.
The Nyendwa Family
Plot 105
Zweolopili Road
Kafue
Zambia
If mailed, notice shall be deemed given to a party (7) days after postmark by a
government-sanctioned postal service.
IN WITNESS WHEREOF, the parties hereto have entered into and executed this
Agreement the day and year first above written.
Mayfair Mining and Minerals (UK) Ltd.,
a UK incorporated private company.
BY: /s/ Clive de Larrabeiti
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Clive de Larrabeiti, President
Nyendwa Family, Mwaca Mines and
Gemstones Ltd. and Kasazi Mining Ltd.
BY: /s/ Julie Nyendwa
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Julie Nyendwa, Individually and as
Officer and Director of the
Corporations and as Representative
of the Nyendwa Family
SCHEDULE "A"
Properties to be licensed to Mayfair Mining & Minerals ( UK ) Ltd. through
Mayfair Mining ( Zambia ) pvt.
GL 67 for SP 62 in Kalomo
GL 370 for SP 73 in Kalomo
GL405 for SP 78 in Kalomo
GL 406 for SP 27 and SP 42 in Kalomo
GL 129 in Mazabuka
GL 130 in Mazabuka
PP 10 in Kapongo And those held by Kasazi Ltd. being:
PP 9 in Nansenga
GL 66 in Kalomo
SCHEDULE "B"
Employment Agreement
Between:-
Julie Nyendwa and Upendo Nyendwa
of Plot 105, Zweolopili Road,
Kafue, Zambia
And
Mayfair Mining & Minerals ( UK ) Ltd.
Of Paxhill, Park Lane,
Lindfield, West Sussex, UK.
Julie and Upendo Nyendwa agree to be employed full time by the new Zambian
company to be established by Mayfair Mining & Minerals ( UK ) Ltd. and to use
their best efforts to secure a successful commercial mining operation in Zambia
with particular reference to the properties known as Funswe River, Nansinger and
the Amethyst Mine located in the Mapatizya constituency of the Kalomo District
of Zambia.
Terms agreed - a monthly salary of $1,500 US each.
Length of employment agreement - one year automatically renewable on the
anniversary of the joint venture agreement unless one month's termination notice
given by either party.