Deed of Variation to agreement among the Northern Territory of Australia, Vista Gold Australia Pty. Ltd. and Vista Gold Corp., dated February 10, 2014
Exhibit 10.13
DEED OF VARIATION
VISTA GOLD AGREEMENT
BETWEEN:
NORTHERN TERRITORY OF AUSTRALIA
AND:
VISTA GOLD AUSTRALIA PTY LTD (ABN 12 117 327 509)
AND:
VISTA GOLD CORP
DATED THE 10th DAY OF FEBRUARY 2014
Solicitor for the Northern Territory
68 The Esplanade, Darwin
Telephone: 08 8999 7343 Facsimile: 08 8935 7810
File reference: 20132391
Details
PARTIES
NORTHERN TERRITORYOF AUSTRALIA (ABN 84 085 734 992) care of the Department of Mines and Energy (the "Territory")
Address for service of notices:
Attention: Chief Executive, Department of Mines and Energy
Physical address: Level 4, Paspalis Centrepoint, Smith Street, Darwin NT 0800
Postal address: GPO Box 3000, Darwin NT 0801 Telephone: (08) 8999 5598
Facsimile: (08) 8999 5191
AND
VISTA GOLD AUSTRALIA PTY LTD (ABN 12117 327 509) ('Vista Gold")
Address for service of notices:
Attention: Mr. Ray Iacono
Physical address: Suite 1, 4 Manning Road, Double Bay, NSW 2028
Postal address: P.O. Box 1467, Double Bay, NSW 1360 Facsimile: +61293277611
AND
VISTA GOLD CORP, a company continued under the laws of British Columbia, Canada and having its principal executive offices at Suite 5, 7961 Shaffer Parkway, Littleton, Colorado USA 60127, the registered office of which is situated at 1200 Waterfront Centre, 200 Burrard Street, Vancouver, British Columbia, Canada V7X 1T2 (the "Guarantor')
Address for service of notices:
Attention: Fred Earnest
Physical address: Suite 5, 7961 Shaffer Pkwy, Littleton, CO 80127 USA
Postal address: Suite 5, 7961 Shaffer Pkwy, Littleton, CO 80127 USA
Facsimile: +17209811166
BACKGROUND
| A. | The parties entered into an agreement dated 1 March 2006 (the Agreement) pursuant to which the Territory and Vista Gold recorded terms of the agreement upon which each occupied the Mt Todd Gold Mine site near Katherine in the Northern Territory of Australia (Mt Todd). |
| B. | Pursuant to clause 35 of the Agreement the Guarantor entered into the Agreement for the purpose of unconditionally and irrevocably guaranteeing to the Territory the due and punctual performance by Vista Gold of the Guaranteed Obligations as the expression is defined in clause 35.9 of the Agreement. |
| C. | Clause 4.2 of the Agreement provided that the Territory grants to Vista Gold a right of renewal of the Agreement for the First Renewal Period subject to the conditions specified in clauses 4.2(a) and (b) of the Agreement. |
| D. | By Deed of Renewal (the Renewal Deed) dated 1 February 2011, the Territory, Vista Gold and the Guarantor agreed that the Agreement was renewed for the First Renewal Period upon and subject to the same conditions as those contained in the Agreement. |
| E. | Clause 4.3 of the Agreement provided that Vista Gold may apply to the Territory, not less than six months before the expiry of the First Renewal Period, to grant Vista Gold the Second Renewal Period. Such renewal to be granted or withheld at the Territory's sole discretion in all things. |
| F. | By letter dated 24 July 2013, the Guarantor on behalf of Vista Gold applied to the Territory for an early agreement to extend the Agreement for the Second Renewal Period. |
| G. | To maintain the existing rights of all parties under the Agreement, while providing Vista Gold with the certainty of a longer term of the Agreement, the parties agree to vary the Agreement and the Deed of Renewal to extend the First Renewal Period to eight (8) years on the terms and conditions contained in this Deed. |
| H. | The Guarantor has entered into this Deed to confirm that the guarantee and indemnity contained in clause 35 of the Agreement continues to apply throughout the extended First Renewal Period. |
Agreed Terms
1.DEFINITIONS AND INTERPRETATION
1.1Defined Terms
In this Deed, unless the contrary intention appears:
(a) words and expressions defined in the Agreement have the same meaning in this Deed;
(b) Agreement means the agreement referred to in the Background clause A, and includes the Agreement as varied by this Deed;
(c) Deed means this document, and a reference to a Background clause (recital), clause, schedule, item, attachment or annexure is a reference to a recital, clause, schedule, item, attachment or annexure of or to this Deed, and all recitals, clauses, schedules, items, attachments and annexures
form part of this Deed;
(d)Renewal Deed means the deed referred to in Background clause D, and includes the Renewal Deed as varied by this Deed; and
1.2Interpretation
(a) In this Deed, unless the contrary intention appears, rules of interpretation set out in the Agreement apply in this Deed.
2.DATE OF EFFECT AND TERM
This Deed comes into effect on the date that it is signed by the last party to sign It.
3.VARIATION OF AGREEMENT
3.1References to 'First Renewal Period'
The Agreement is varied by deleting any and all references to 'First Renewal Period', 'First Renewal Period and the Second Renewal Period', and 'First Renewal Period or the Second Renewal Period' and substituting with 'Renewal Period'.
(a) deleting the definition of 'First Renewal Period' and substituting with "'Renewal Period" means the period of eight (8) years from the expiry of the Tenn, being 31 December 2018'; and
(b) deleting the definition of "Second Renewal Period" in its entirety.
3.2Deletion of clause 4.3
Clause 4.3 is deleted in Its entirely.
3.3Variation to clause 20
Clause 20.3(a) is varied by deleting the address for service and principle contact information of the Territory, Vista Gold Australia Ply. Ltd., and Vista Gold Corp. and substituting the corresponding details specified on page 1 of this Deed.
4.VARIATION OF RENEWAL DEED
4.1References to 'First Renewal Period'
The Renewal Deed is varied by deleting any and all references to 'First Renewal Period' and substituting with 'Renewal Period'
5.GUARANTEE AND INDEMNITY
The Guarantor covenants and agrees that the guarantee and indemnity given by it under clause 35 of the Agreement continues to apply throughout the extended Renewal Period.
6.CONFIRMATION AND ACKNOWLEDGEMENT
6.1Confirmation
Each party confirms that other than as provided for in clauses 3 and 4, the Agreement and Renewal Deed remain in full force and effect
6.2Conflict
(a) If there is a conflict between the Agreement and this Deed, the terms of this Deed prevail to the extent of the inconsistency,
(b) If there is a conflict between the Renewal Deed and this Deed, the terms of this Deed prevail to the extent of the inconsistency.
7.NOTICES
7.1Form and Service of Notices
Any notices, certificates, consents, approvals, waivers and other communications in connection with this Deed must be ln writing and be given in accordance with the Agreement.
8.GENERAL
8.1Confidentiality
This Deed confirms that all confidential information must be kept confidential in the same tem1s as found in clause 22.1 of the Agreement and acknowledges that this Deed is not Confidential Information, and that it is intended to be made public.
8.2Costs and Stamp Duty
The parties will each pay their own costs of and incidental to the negotiations for and the preparation, execution and stamping of this Deed.
8.3Jurisdiction and Governing Law
(a) This Deed is governed by and construed in accordance with the law for the lime being in force in the Northern Territory.
(b) The parties submit to the jurisdiction of the courts of the Northern Territory at Darwin in respect of all matters arising under this Deed.
8.4 Counterparts
This Deed may be signed in any number of counterparts and all such counterparts When taken together constitute one instrument.
8.5 Further Acts
Each party will promptly do and perform all acts and execute and deliver all documents (in a form and context reasonably satisfactory to that party) required by law or reasonably requested by the other party lo give effect to this Deed.
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Signing Page
Executed as a deed:
SIGNED by Scott Perkins for and on behalf of the NORTHERN TERRITORY OF AUSTRALIA pursuant to a delegation under the Contracts Act in the presence of: | | | |
Signature of witness | | | Signature |
Name of Witness | | | |
THE COMMON SEAL of VISTA GOLD AUSTRALIA (ABN 12 117 327 509) was hereto affixed in accordance with its Constitution in the presence of: | | | |
Director | | | Director |
Name of Director | | | Name of Director |
| | | |
| | | Date: 7 February 2014 |
EXECUTED by Frederick H. Earnest (insert name) for and behalf of VISTA GOLD CORP pursuant to a resolution of the Board of Directors of Vista Gold Corp dated____ in the presence of: | | | |
Witness Signature | | | Authorised Signature |
Print Name | | | Print Name |
| | | |
| | | President & CEO |
| | | Position/Authority |
| | | |
| | | Date: 10 February 2014 |
