EXHIBIT 10.5
EXPENDITURE AND INVESTMENT AGREEMENT
EXHIBIT 10.5
EXPENDITURE AND INVESTMENT AGREEMENT
This Agreement dated June 3, 2005
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BETWEEN:
CHINA NETTV HOLDINGS INC., a Nevada company with offices at
536-999 Canada Place, Vancouver, British Columbia, V6C 3E2
Fax: (604) 641-1377
(herein called "China Net")
AND:
Xi Hua MINGING DEVELOPMENT INC., a Chinese corporation with a
business addresses at Jin Zhu West Road # 75, Lhasa, Tibet,
China
(herein called "Xihua")
WHEREAS:
A. Xihua holds valid exploration permits (the "Permits", copies of which are
attached hereto as Schedule "A") issued by Tibet Office of Ministry of Land and
Recourses , covering certain mineral properties located in Tibet, China, known
as Donggapu as more particularly described in Schedule "B" attached hereto (the
"Property").
B. China Net and Xihua have entered into a Mineral Properties Lease and Option
Agreement (the "Properties Agreement") dated April 8, 2005 whereby Xihua has
granted to China Net an exclusive leasehold interest in and option to the
Properties, and China Net has agreed to incur certain exploration expenditures
on the Properties
C. China Net and Xihua have now agreed to enter into this Agreement in relation
to the exploration expenditures that China Net will invest in or incur in
relation to the Properties.
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NOW THEREFORE THIS AGREEMENT WITNESSETH THAT for valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Parties do hereby
mutually covenant and agree as follows:
1. Advance of Funds:
1.1 China Net will, within 14 days of the date of this Agreement, forward
US$1,200 ("Initial Funds") to a designated account of Xihua in China,
to be used for the exclusive purposes of exploration and related
activities on Donggapu Deposit . China Net may, in its discretion,
advance such further funds at such and in such amounts not to exceed
US$449,214 in total according to the budget for 2005, depending on the
progress and result of exploration on the Properties. .
1.2 Xihua shall confirm to China Net in writing of its receipt of the
Initial Funds immediately upon its receipt thereof, and, if it has not
done so, shall forward to China Net within reasonable period of time,
copies of complete books and records in relation to any expenditures it
has incurred in relation to the Properties since the date of the
Properties Agreement.
2. Xihua covenants with China Net that:
2.1 it will conduct its business only in the usual and ordinary course of
business consistent with past practices and will use all commercially
reasonable efforts to maintain and preserve its business organization,
goodwill, assets, and advantageous business relationships;
2.2 other than in the ordinary course of business, except as is necessary
to comply with applicable law or with respect to existing provisions of
any existing plans, programs, arrangements or agreements, it will not
grant any officer, director, employee or consultant an increase in
compensation in any form;
2.3 it will promptly notify China Net in writing of any material change
(actual, anticipated, or contemplated) in its business, operations,
affairs, assets, financial condition, licences, permits, rights,
privileges or liabilities, whether contractual or otherwise;
2.4 it will only use the Initial Funds (or cause such funds to be used) for
the purpose of exploration and related activities on the Properties, as
may be agreed to or directed by China Net or its engineers, geologists
or other consultants;
2.5 it will keep accurate and complete records of the use of the Initial
Funds and permit China Net, when it so requests, to inspect the
records;
2.6 it will complete such filing or registration as may be required under
applicable Chinese laws or regulations for the transfer of the funds
including the Initial Funds, so that such funds transferred to Xihua
may be recognised either as loan or as contribution to the registered
capital of a Chinese company with foreign investment to be established
by either or both parties.
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3. Further Documents
Parties agree to do such things and sign such further documents to
complete the transactions contemplated herein and in the Mineral
Properties Lease and Option Agreement.
4. Counterparts
This Agreement may be executed in counterpart and by facsimile
transmission with the same effect as if both parties had originally
signed the same document. All counterparts will be construed together
and constitute one and the same agreement.
IN WITNESS WHEREOF the Parties hereto have duly executed this Agreement as of
the dates detailed below.
CHINA NETTV HOLDINGS INC.
Per:
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Authorized Signatory
Printed Name and Title:
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XIHUA MINIG INVESTMENT HOLDINGS INC
Per: /s/ Du Yan Guang
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Authorized Signatory
Printed Name and Title: Du Yan Guang, Legal Representative
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Schedule B
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Minimum
spending
SR No. Area (Req.
Name of Properties Owner-ship Minerals (sq. Period of validity State ann.) Certificate
/Title km) Investment USD number
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- ------- -------------------- ---------- ---------- -------- ----------------------- ------------- ------------ ----------------
1 DONGGAPU Xihua Au Cu 21.89 2003.11.24--2005.12.31 26,695.12 5400000310745
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Total 21.89 26,695.12
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1 US$ = 8.2 Yuan RMB