EXHIBIT 4.19
Pledge Agreement, dated July 8, 2005, among
0724000 BC Ltd.
Bulakashu Mining Company Ltd., and
Marsa Gold Corp.
PLEDGE AGREEMENT
THIS AGREEMENT made the 8th day of July, 2005
BETWEEN:
CENTRASIA MINING CORP. (FORMERLY "MAGELLAN GOLD CORP."), a
British Columbia corporation with an address of 300 - ▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇
(the "Lender")
AND:
MARSA GOLD CORP., a Kyrgyz limited liability company with an
address of Kyrgyz Republic, Bishkek, microregion 11, 6-46
(the "Guarantor")
AND:
BULAKASHU MINING COMPANY LTD, a Kyrgyz limited liability
company with an address of 37, Baitik Baatyr St., Oktyabrskiy
district, Bishkek, 720005, Kyrgyz Republic
(the "Company")
WHEREAS:
A. Under the loan agreement of September 24, 2004, the Lender has
lent the Company US$110,000 to date, and may lend the Company
additional sums pursuant to an Agreement of even date between
the Guarantor, the Company, the Lender, Baradero Resources
Limited and Magellan Gold (BVI) Inc. (the "Bulakashu Option
Agreement"), and the Lender has refused to do so without,
among other things, a personal guarantee of repayment from the
undersigned.
B. The Guarantor has agreed to guarantee the current and future
indebtedness of the Company to the Lender, whether pursuant to
the Bulakashu Option Agreement or otherwise, pursuant to the
terms of a guarantee dated the date of this Agreement (the
"Guarantee"); and
C. The Guarantor has agreed to execute and deliver this Agreement
to the Lender as security for the payment and performance of
all of the Liabilities (as hereinafter defined) of the Company
and the Guarantor to the Lender.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and
the agreements herein contained, the Guarantor and the Lender covenant as
follows:
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1. PLEDGE. The Guarantor assigns, mortgages, charges, pledges to and
grants to the Lender a security interest in the participating interest
held by the Guarantor in the Company.
The above participating interest is referred to herein as the "Pledged
Interest".
2. REPRESENTATIONS AND WARRANTIES. The Guarantor represents and warrants
to the Lender that:
(a) it is the legal and beneficial owner of the Pledged Interest;
(b) the Pledged Interest is valid, fully-paid, in the capital of
the Company;
(c) the Pledged Interest is free and clear of all liens,
mortgages, charges and security interests other than those
created under this Agreement in favour of the Lender; and
(d) to the best of Guarantor's knowledge, the Pledged Interest is
not subject to any cease trade order, stop transfer or resale
restriction, or any similar restriction that would restrict or
prevent the Lender from assigning or transferring such share
upon the occurrence of a default hereunder, except for such
restrictions imposed by law or the constating documents of the
Company.
3. TITLE TRANSFER ON DEFAULT. On the date of a material breach of the
Bulakashu Option Agreement by any party thereto other than the Lender,
Baradero Resources Limited or Magellan Gold (BVI) Inc., the Liabilities
shall become immediately due and payable and the Lender may at any time
after that date have the Guarantor to transfer to the Lender the title
to the Pledged Interest through execution of agreement, other documents
and taking other actions in accordance with any applicable law,
including, but not limited to, take or cause to be taken all corporate
actions approving transfer of Pledged Interest, to have the Bulakashu
charter amended and reregistered with the Ministry of Justice of the
Kyrgyz Republic.
4. COSTS AND EXPENSES. All costs and charges incurred by or on behalf of
the Lender in connection with the collection of amounts due and owing
under the Guarantee, this Agreement or with reference to the Pledged
Interest or its realization (including without limitation all
reasonable legal fees and court costs and all expenses of taking
possession of, protecting and realizing upon the Pledged Interest
including costs and charges in connection with realizing, collecting,
selling, transferring or delivering the Pledged Interest or exercising
or enforcing any rights under them) will be added to and form part of
the Liabilities and will be a first charge on the proceeds of any
realization, collection, sale, transfer, delivery, exercise or
enforcement.
5. APPLICATION OF PROCEEDS. The proceeds of disposition of the Pledged
Interest will be applied by the Lender on account of the Liabilities in
such manner, order and priority as the Lender may in its sole and
absolute discretion determine. If, after the realization or disposition
of the Pledged Interest and satisfaction of the Liabilities there are
any surplus Pledged Interest or proceeds of disposition, the Lender
will account for such surplus Pledged Interest or proceeds of
disposition to the Guarantor.
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6. NO MERGER. This shall be a continuing agreement and the Pledged
Interest will not operate by way of merger of any of the Liabilities
and no judgment recovered by the Lender will operate by way of merger
of or in any way affect the security now or in the future held by the
Lender in respect of the Liabilities or in respect of any other
obligations of the Guarantor.
7. LENDER TO EXERCISE CARE. The Lender will be bound to exercise in the
keeping of the Pledged Interest only the same degree of care as it
would exercise concerning its own securities at the same place.
8. APPOINTMENT OF ATTORNEY-IN-FACT. The Guarantor hereby agrees to execute
and deliver to the Lender a Power of Attorney in the form attached to
this Agreement to be dated the same date as this Agreement, pursuant to
which the Guarantor shall appoint ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, on behalf of the
Lender, as the attorney-in-fact of the Guarantor, with full power and
authority to exercise all rights of the Guarantor as a participant of
the Company including executing and delivering any amendments or
modifications to the Charter of the Company, and to transfer, pledge or
otherwise dispose of the Pledged Interest.
9. ATTACHMENT. The Guarantor and the Lender acknowledge that it is their
intention that the security interests created by this Agreement attach
on execution by the Guarantor and that value has been given.
10. ALTERATION OF CAPITAL. In the event of any change to the capital of the
Company, the term "Pledged Interest" will be considered to refer to the
Pledged Interest described in paragraph 1 as increased, decreased,
amended or supplemented and the Guarantor will deliver immediately any
replacement accompanied by powers of attorney, certified directors'
resolutions and such other documents or instruments the Lender may
require, to be held in accordance with the terms of this Agreement.
11. DISCHARGE. On the Closing Date (as defined in the Bulakashu Option
Agreement) the Guarantor will cause the Pledged Interest to be
transferred to the Lender. In the event of the termination of the
Bulakashu Option Agreement pursuant to section 12 thereof, the Lender
will return the Pledged Interest , will transfer the Pledged Interest
to the Guarantor, and will release the Pledged Interest from the
assignment, mortgage, charge, hypothecation, pledge and security
interest created by this Agreement and will execute and deliver to the
Guarantor such releases and reassignments as the Guarantor may
reasonably require for such purpose.
12. BINDING EFFECT. The provisions of this Agreement will be binding upon
and enure to the benefit of the Lender and the Guarantor and their
respective successors and assigns.
13. GOVERNING LAWS. This Agreement will be governed by and interpreted in
accordance with the laws of British Columbia. All disputes arising out
of or in connection with this Agreement, or in respect of any defined
legal relationship associated therewith or derived therefrom, shall be
referred to and finally resolved by arbitration in the English language
using a sole arbitrator under the rules of the British Columbia
International Commercial Arbitration Centre. The appointing authority
or tribunal shall be the British Columbia International Commercial
Arbitration Centre. The case shall be administered by the British
Columbia International Commercial Arbitration Centre in accordance with
its Rules. The place of arbitration shall be ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇.
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14. NOTICES. In this Agreement:
(a) any notice or communication required or permitted to be given
under this Agreement will be in writing and will be considered
to have been given if delivered by hand, transmitted by
facsimile transmission or mailed by prepaid registered post to
the address or facsimile transmission number of each party set
out on the first page hereof or to such other address or
facsimile transmission number as any party may designate in
the manner set out above; and
(b) notice or communication will be considered to have been
received:
i. if hand-delivered during business hours on a Business
Day, upon receipt by a responsible representative of
the receiver, and if not delivered during business
hours, upon the commencement of business on the next
Business Day;
ii. if sent by facsimile transmission during business
hours on a Business Day, upon the sender receiving
confirmation of the transmission, and if not
transmitted during business hours, upon the
commencement of business on the next Business Day;
and
iii. if mailed by prepaid registered post upon the fifth
business day following posting; except that, in the
case of a disruption or an impending or threatened
disruption in postal services every notice or
communication will be delivered by hand or sent by
facsimile transmission.
15. COUNTERPARTS. This Agreement may be executed in several counterparts,
each of which so executed will be considered to be an original and such
counterparts together will be one and the same instrument.
16. FURTHER ASSURANCES. The Guarantor will from time to time, whether
before or after the occurrence of any default hereunder, do all such
acts and things and execute and deliver all such deeds, transfers,
assignments and instruments as the Lender may reasonably require for
perfecting the security interest constituted by this Agreement and for
facilitating the sale of the Pledged Interest in connection with any
realization and for exercising all powers, authorities and discretions
conferred upon the Lender. The Guarantor covenants and agrees with the
Lender to discharge or cause to be discharged forthwith any
encumbrances which may rank equal or in priority to the Lender's
security interest herein, and to provide the Lender with satisfactory
evidence or other confirmation that any encumbrances or liens against
the Guarantor do not encumber the Pledged Interest .
17. SEVERABILITY. If any term of this Agreement is determined to be invalid
or unenforceable, in whole or in part, such invalidity or
unenforceability will attach only to such term, and all other terms of
this Agreement will continue in full force and effect.
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18. ACKNOWLEDGEMENT AND WAIVER. The Guarantor hereby acknowledges receiving
a copy of this Agreement and waives all rights to receive from the
Lender a copy of any financing statement, financing change statement or
verification statement filed or issued, as the case may be, at any time
in respect of this Agreement or any amendment thereto.
IN WITNESS WHEREOF the parties have entered into this Agreement as at the date
first above written.
CENTRASIA MINING CORP.
Per: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Authorized Signatory
BULAKASHU MINING COMPANY LTD
Per: /s/ ▇▇▇▇ ▇▇▇
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Authorized Signatory
MARSA GOLD CORP.
Per: /s/ ▇▇▇▇▇▇▇ Vedeshkin-Ryabov
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Authorized Signatory
[LETTERHEAD OF MARSA GOLD]
MARSA GOLD CORP. KRYGYZ REPUBLIC, BISHEK, 11 mkp
POWER OF ATTORNEY
MARSA GOLD ("MARSA GOLD") Limited Liability Company, a legal entity
created and existing under the laws of the Kyrgyz Republic, having its
registered office located at: Kyrgyz Republic, Bishkek, 11th microregion, 6-46
is a shareholder of Bulakashu Mining Company LTD, organized under the laws of
the Kyrgyz Republic ("BULAKASHU").
Marsa Gold hereby constitutes and appoints ▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ of
300 - ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, for and on behalf of
Centrasia Mining Corp., as its true and lawful attorney-in-fact with full power
and authority to do on behalf of and in the name of Marsa Gold the following:
1. To exercise all rights of Marsa Gold as a participant of
Bulakashu including executing and delivering any amendments or
modifications to the Charter of Bulakashu; and
2. To transfer, pledge or otherwise dispose of the participating
interest held by Marsa Gold in Bulakashu.
This power of attorney is issued on July 12, 2005 and is valid for three (3)
years.
IN WITNESS WHEREOF, the undersigned has set his hand and affixed the seal of
Marsa Gold on this July 12, 2005.
By: /s/ D.G. VEDESHKIN-RYABOV
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Signature of Authorized Representative
D.G. VEDESHKIN-RYABOV
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Name of Authorized Representative
GENERAL DIRECTOR
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Title
