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EXHIBIT 10.13
M E M O R A N D U M
TO: EAGLE RIVER INTERNATIONAL LIMITED
FROM: AZCO Mining Inc.
DATE: June 7, 1996
RE: STRATEGIC ALLIANCE
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The purpose of this Memorandum is to briefly set forth our agreement to form a
strategic alliance on the following term:
1. The parties will form a joint venture company, or other appropriate
entity as advised by counsel, to mutually develop properties identified
by Eagle River.
2. The parties's interest in the joint venture entity shall be as to 75%
for AZCO and 25% for Eagle River.
3. Eagle River's responsibility is to seek out, pursue and acquire such
properties of merit as the parties may mutually determine, for which
Eagle River shall be funded by the joint venture entity.
4. AZCO's responsibility is to provide, or raise the necessary funds for
the joint venture enterprise.
5. Any ventures which Eagle River wishes to pursue shall first be brought
to the strategic alliance joint venture for AZCO's consideration and, if
AZCO determines, in consultation with Eagle River, that the particular
planned endeavour is not considered appropriate for the joint venture,
then Eagle River may pursue such planned venture on its own without
further reference to the strategic alliance.
6. The parties acknowledge that it is intended that the properties to be
acquired and developed by the strategic alliance will be vended into
public vehicles mutually agreed for development and fund raising or, if
AZCO shall determine that the interest shall be directly acquired by
AZCO, AZCO shall negotiate fair and reasonable compensation for Eagle
River's 25% interest and such compensation shall be based upon an
independent professionally qualified, mutually agreed, evaluator. If the
parties cannot agree then the interest shall be vended to a public
corporation under the terms of this Memorandum.
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7. The joint venture shall negotiate anti-dilution provisions for each
party for any equity consideration received in the public vehicles.
If the foregoing accurately represents our agreement, please execute a copy of
this Memorandum as our agreement in principle. We will thereupon instruct our
solicitors to proceed with a detailed agreement. It is intended that this
Memorandum shall have binding legal effects.
Yours truly,
AGREED THIS ______ day of June, 1996
AZCO MINING INC.
Per:
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Authorized Signatory
AGREED THIS ______ day of June, 1996
EAGLE RIVER INTERNATIONAL LIMITED
Per:
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Authorized Signatory