EXHIBIT 10.1
MEMORANDUM OF JOINT VENTURE AGREEMENT
-------------------------------------
RELATING TO THE YELLOW JACKET AND PHOENIX MINES AND ADJOINING AREAS
(ARIZONA U.S.A.)
BETWEEN:
YELLOW JACKET FINANCE
(Incorporated in the British Virgin Islands Registration Number 579555)
("YJF")
AND
STEALTH ENTERPRISES INC.
(Incorporated in Illinois, U.S.A. Registration Number ▇▇-▇▇▇▇▇▇▇)
("STEALTH")
AND
ORO ▇▇▇▇▇▇ MINING, LLC.
(Incorporated in Nevada, U.S.A. Registration Number 12560-2003)
("OBMLLC")
Be it known from this point forward that Stealth Enterprises Inc. (STEALTH) and
Oro ▇▇▇▇▇▇ Mining, LLC. (OBMLLC) are owned by the same group of individuals and
of which both companies will be referred to in every aspect in this agreement as
STEALTH. See Schedule 4 (Four) for further detail.
WHEREAS, YJF and STEALTH are desirous of entering into a joint venture agreement
to develop certain mineral rights on the property, namely, the Yellow Jacket &
Phoenix mines and adjoining areas held by STEALTH, details of which are
contained herein. YJF, for the purposes of record, is the provider of mining
expertise and finance in the development of the aforesaid mineral rights.
1 PARTIES
1.1 YELLOW JACKET FINANCE LIMITED
a company registered and incorporated in British Virgin
Islands Registration Number 579555, hereinafter referred to as
"YJF".
1.2 STEALTH ENTERPRISES INC.
a company registered and incorporated in Illinois, U.S.A.
Registration Number ▇▇-▇▇▇▇▇▇▇, hereinafter referred to as
"STEALTH".
1.3 ORO ▇▇▇▇▇▇ MINING, LLC.
a company registered and incorporated in Nevada, U.S.A.
Registration Number 12560-2003, hereinafter referred to as
"OBMLLC".
1
2 INTERPRETATION
In this agreement:
2.1 The clause headings are for reference purposes only and shall
not be used in the interpretation hereof.
2.2 Unless the context clearly indicates a contrary intention:
2.2.1 Expressions which denote any one gender shall include
the other genders;
2.2.2 A person shall include a natural person, company,
partnership, or any other legal personae; and
2.2.3 The singular shall include the plural and vice versa.
2.3 The following expressions bear the meanings assigned to them
hereunder and cognate expressions bear corresponding meanings,
viz:
2.3.1 The "STEALTH Interest" shall mean the interest which
STEALTH and OBMLLC has in the property as set out in
Schedule I hereto;
2.3.2 The "Effective Date" shall mean the date of signature
hereto;
2.3.3 "Exploration & Development expenditures" shall mean
all costs and expenses incurred by the Joint Venture
on or off the Property in connection with the
exploration and development of the Property and shall
include, without limiting the generality of the
aforegoing:
2.3.3.1 All expenditures required to maintain the
Property in good standing in accordance with
the laws of the jurisdiction in which the
property is situated;
2.3.3.2 All expenditures relating to reclamation,
rehabilitation and protection of the
environment;
2.3.4 "Independent Feasibility Study" shall mean a report
on the property showing the feasibility of placing
any part of such property into commercial production
at an acceptable rate of return on capital, in such
form and detail and using such assumptions as to
metal prices as is customarily required by
institutional lenders of major financing for mining
properties and including a reasonable assessment of
the mineable ore reserves and their amenability to
metallurgical treatment, a complete description of
the work, equipment and supplies required to bring
such part of the Property into commercial production
and the estimated cost thereof, a description of the
mining methods to be employed and a financial
appraisal of the proposed operations.
2.3.5 "YJF Loan" shall mean a loan of $1,100,000 (One
Million One Hundred Thousand US Dollars) which shall
be procured by YJF and available for drawdown by the
Joint Venture Committee from the Effective Date and
subject only to clause 3.1.3.1.
2.3.6 "Mining Permits and Orders of Title" shall mean the
mining permit granted to the specific holder by the
relevant authority, such specific details of title
are defined in Schedule 1 hereto.
2
2.3.7 The "Property" shall mean the mineral rights, more
specifically, only the extracted minerals held over
the area, and shall include all extracted minerals
and material extracted, including natural or other
man-made resources procured by whatever means from
the property but in no way conveys real property
and/or deeds to real property defined as ownership of
the land or the minerals in it, as detailed in
Schedule 1-Part 1, Schedule 1-Part 2, Schedule 2-Part
1 hereto.
2.3.8 "Work Program" shall mean a program decided upon by
the joint venture committee for the purposes of
developing the mineral resources of the properties.
2.3.9 "Additional Areas" shall mean permit areas
surrounding the project area detailed in Schedule
1(Part 2) that are to be targeted by the parties and
purchased and or claimed from time to time. Such
additional areas will be subject to the same terms
and conditions as set out herein.
2.3.10 "Adjoining Areas" shall mean areas under permit by
STEALTH that form part of the overall development
program, such areas being listed and defined in
Schedule 1 hereto.
2.3.11 "Joint Venture" shall mean the joint venture between
STEALTH and YJF formed to exploit the mineral rights
of the Property and as described in this Agreement.
2.3.12 "Joint Venture Committee" shall mean the committee
granted the power to by the Joint Venture to conduct
and oversee the exploitation of the mineral rights as
described herein. The duties of the Joint Venture
Committee will include but are not limited to the
following: Procurement of mining equipment,
management and staff, oversee the mineral sales,
drawdown of the loan and the general operations on a
day to day basis. The JVC will be remunerated on an
appropriate basis. The JVC will comprise of two
members: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ will represent the interests
of STEALTH and the member representing the interests
of YJF, has been advised by YJF in writing.
2.4 If a provision in a definition is a substantive provision
conferring rights or imposing obligations on any party
notwithstanding that it is only in the definition clause,
effect will be given to it as if it were a substantive
provision.
2.5 When any number of days is prescribed in this agreement, same
shall be calendar days reckoned exclusively of the first and
inclusively of the last day.
2.6 "Net Profit" shall mean the dollar value left to be
distributed after all expenses are taken out leaving the net
proceeds from sales of extracted minerals for distribution as
listed in Schedule 2 and/or Schedule 3.
2.7 Where figures are referred to in numerals and in words, if
there is any conflict between the two, the words shall
prevail.
2.8 Schedules or annexures to this agreement shall be deemed to be
incorporated in and form part of this agreement providing both
parties agree in writing and signed by or legally on behalf of
the parties.
3
2.9 No alteration, variation or cancellation, addition or
amendment to, or deletion from this agreement shall be of any
force or effect unless in writing and signed by or legally on
behalf of the parties.
2.10 Wherever necessary or appropriate, the parties shall be
referred to by their designations in 1 and/or 1.1 and/or 1.2,
and/or 1.3 and/or 1.3.1 above.
3 RECITAL
3.1 STEALTH is the holder of mineral rights as detailed in
Schedule 1 hereto. YJF has agreed to procure the YJF Loan for
the development of the mineral rights, into a producing mine,
subject to the following conditions and criteria
3.1.2 The rights and obligations of YJF will include, inter
alia:
3.1.2.1 PHASE 1: INDEPENDENT FEASIBILITY STUDY
The Joint Venture will conduct an
Independent Feasibility (IFS) on the Yellow
Jacket & Phoenix Mines which will include,
reverse circulation water drilling or
diamond core drilling at 6 defined locations
and metallurgic/process assessment of those
locations. The IFS study will include flow
sheets, economies of scale and
recommendations. It is envisaged by the
parties that the total cost of the IFS will
not exceed US$50,000 (Fifty Thousand United
States Dollars). All parties will be
entitled to view such results on an ongoing
basis. All costs related directly to the IFS
shall be met by drawing on the YJF Loan.
It is recorded that should YJF withdraw from
the project in terms of this clause YJF and
or it's associates will have no legal or
monetary claim against stealth with specific
regard to money spent on the IFS.
3.1.2.2 PHASE 2: PRODUCTION
Using all current available data and
research, the total cost of placing the
Yellow Jacket & Phoenix mines in production
have been estimated at US$1,100,000 (one
million one hundred thousand United States
Dollars), for a complete turn-key operation
on site with a milling capacity of 500 (Five
Hundred) tons per day. These costs are
detailed in Schedule 5.The Joint Venture
shall have the exclusive right to place the
Yellow Jacket & Phoenix mines into
production.
3.1.2.3 PHASE 3: ADJOINING AREAS
YJF will have the right to a 51% (fifty-one
per cent) interest in the extracted minerals
of the Adjoining Areas as defined in
Schedule 1-Part 2 by having completed the
requirements of this agreement.
3.1.2.4 The Joint Venture will be responsible for
the payment of fees and exploration costs on
an equal basis associated with the adjoining
areas as specified in Schedule 2-Part 1.
3.1.3 YJF shall have 30 (thirty) days from the date of this
Agreement to start the IFS with 30 (thirty) days to
complete the IFS and once completed an additional 14
(fourteen) days to review the IFS. All time frames in
3.1.3 are in consecutive days. At the conclusion of
the review period as set forth in 3.1.3 above, should
YJF not procure the YJF Loan then YJF efforts will be
reviewed by the Joint Venture Committee and may be
found in breach of this agreement only by a unanimous
vote by the Joint Venture Committee.
4
3.1.3.1 At the end of the IFS and in the time frame
as specified in 3.1.3 YJF has the right (but
not of the obligation) to terminate this
agreement with no penalties providing that
the IFS after completion does not show at
least a minimum of 75,000 (Seventy-Five
Thousand) ounces of gold across and/or in
the Property. All Parties understand that if
YJF terminates this agreement due to this
clause (3.1.3.1) no further drawdown of the
YJF Loan may be made. All parties public
and/or private will be terminated from this
agreement in it's entirety and furthermore
no financial penalty will be assessed by any
of the signing parties due to this action.
Should YJF terminate this agreement it shall
have no financial or legal recourse to any
of parties signing this agreement.
3.1.4 It is understood by the parties that YJF will form
part of a reverse merger. All relevant information
relating to the reverse merger must be submitted to
STEALTH prior to the funding of the IFS including
ticker symbols and domicile. Such stock may be
subject to restrictions as envisaged by the
Securities and Exchange Commission (SEC) from time to
time.
In the event that the Joint Venture shall continue to
fail to implement production for 180 (one hundred and
eighty) days, STEALTH shall have the right, but not
the obligation, to declare this agreement terminated
and YJF shall have no further rights hereunder and
all mineral rights and rights to receive the proceeds
of any mining operations pertaining to STEALTH, YJF,
and OBMLLC shall be forfeited.
Further, STEALTH agrees to take into consideration
factors that may only come to light after the IFS is
tabled. STEALTH and the Joint Venture Committee must
take unforeseen circumstances and recommendations in
such reports with regard to economic viability,
mineralization, the mineable reserve and other
material factors into consideration before rendering
a decision.
3.1.5 Sale of minerals shall be administered by the Joint
Venture Committee, with all accounting books and
records open for inspection to all parties at all
times. The Mineral Sales Flow Sheet is attached and
contained in Schedule 3 hereto.
3.2 Until such time as the YJF Loan is repaid in full, the plant
and equipment purchased by the Joint Venture shall be the sole
property of the provider of the YJF Loan. Plant and equipment
that may be purchased by the Joint Venture shall be owned on a
pro-rata basis by the parties.
3.3 Delays in the granting of a permit or any authorization
required by state, federal or other authorities of the United
States of America from time to time shall not constitute a
breach of agreement.
3.4 STEALTH has agreed to grant YJF the sole and exclusive right
to an undivided 51% (fifty one percent) right, and interest in
and to the minerals extracted as detailed in schedule 1 and 3
hereto, subject to the exercising of rights as detailed in
3.1.2.1 and 3.1.2.2 hereto.
5
3.5 The parties agree that YJF will have an interest in the
extracted minerals of the property as detailed in Schedule 1
hereto, at the Effective Date. The maintenance of such
interest is subject to the availability of the YJF Loan. The
parties further agree that the right of sale of an interest be
pre-emptive, more specifically recorded, that either party may
not sell their interest without offer to the other party on a
same basis policy. YJF shall not be entitled to sell, transfer
or assign its interest herein to any other party until such
time as YJF has completed the IFS, as detailed in 3.1.2.1. to
the fullest extent possible and within the time frames in
regards to 3.1.4. of the reverse merger as contemplated in
3.1.4.
3.6 The parties hereto have agreed to the terms and conditions set
out hereinbelow.
4 TERMS
4.1 YJF is a company desirous of procuring finance and expertise
in the mining and mining exploration industry and is committed
to the expenditure as detailed in Schedule 5 hereto.
4.2 STEALTH is a company holding mining permits and orders of
title over the Property as detailed in Schedule 1 hereto and
is desirous of granting a 51% (Fifty One Percent) interest in
all minerals extracted over the course of this agreement to
YJF as envisaged in Schedule 2 hereto.
4.3 YJF agrees to procure the YJF Loan for development of the most
viable and economical production program.
4.4 STEALTH and YJF shall form a joint venture to exploit the
mineral rights to the Property. The economic interests in the
Net Profit of the Property shall be 49 per cent as to STEALTH
and 51 per cent as to YJF (the "Joint Venture").
4.5 The period of this agreement will be in effect indefinitely
until such time as the mineral rights and their economic
viability are exhausted, or otherwise mutually agreed upon in
writing.
4.6 The operations of specific Work Programs are subject to change
as economic conditions or other circumstances change.
4.7 A Joint Venture Committee will be formed to decide on a
specific Work Program with one member from STEALTH and one
member from YJF. Committee members may change from time to
time but at all times the parties shall have the right to
equal representation, unless mutually agreed upon in writing.
4.8 The initial budgets shall be outlined by the IFS and are to be
approved by the Joint Venture committee. The Joint Venture
will bear all reasonable costs encountered by STEALTH for the
maintenance of the properties and implementation of specific
work programs.
4.9 The YJF Loan shall be repaid with annual interest at 3 per
cent out of the Gross Profits of the Property. No repayments
shall be made for a period of six complete months from the
commencement of production. Thereafter, repayments shall be
made as to 30% of cumulative Gross Profits provided that once
drawn down and repaid, the YJF Loan may not be drawn down a
second time.
4.10 STEALTH warrants and records that all mining permits and
orders of title over the property as detailed in Schedule 1
hereto, are of good standing and have no liens, mortgages or
claims against them and further undertakes to maintain such
mining permits and orders of title in good standing.
6
5 DOMICILE
5.1 For all purposes of this agreement including, but not by way
of limitation, the giving of any notice, the making of any
communication, the payment of any sum and the serving of any
process, the parties respectively choose domicilium citandi et
executandi ("domicile") as follows:
5.1.1 Yellow Jacket Finance Limited
c/o Elan Corporate Services Limited
PO Box 119
Palm ▇▇▇▇▇▇▇▇
Road Town
Tortola
British Virgin Islands
5.1.2 Stealth Enterprises Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇. ▇▇▇▇▇
▇▇▇
5.2 Each of the parties, by written notice to the others, shall be
entitled from time to time to vary their domicile to any
address.
5.3 Any notice given and any communication or payment made by any
party to any other ("the addressee") which:
5.3.1 is delivered by hand during the normal business hours
of the addressee at the addressee's domicile for the
time being, shall be presumed, until the contrary is
proved, to have been received by the addressee at the
time of delivery;
5.3.2 is posted by pre-paid registered post to the
addressee at the addressee's domicile for the time
being, shall be presumed, until the contrary is
proved, to have been received by the addressee on the
fourteenth day after the date of posting;
5.3.3 any notice given by any party to the addressee which
is transmitted by telefacsimile to the addressee's
telefacsimile address or any new telefacsimile
address which may be notified, in writing, by the
relevant party to the other of them, shall be
presumed, until the contrary is proved by the
addressee, to have been received by the addressee on
the first business day after the date of
transmission.
6 BREACH
In the event of YJF on the one hand or STEALTH on the other ("the
defaulting party") committing a breach of any of the provisions of this
Memorandum Of Agreement then the party which is not so in breach ("the
aggrieved party") shall be obliged to give the defaulting party written
notice to remedy the breach. If the defaulting party fails to comply
with that notice within 30 (THIRTY) days of receipt thereof then the
aggrieved party shall be entitled to cancel this agreement or to claim
specific performance, in either event to the aggrieved party's right to
claim damages. The aforegoing is without prejudice to such other rights
as the aggrieved party may have at law or in terms of this agreement.
7
7 CONFIDENTIALITY
7.1 Each party undertakes :
7.1.1 not to reveal to any third parties and to consider
and treat as confidential all data and information,
whether of a technical or commercial nature,
communicated by the other party hereunder or pursuant
to any prior agreement relating to confidential
information concerning the contacts and the agreement
established in terms hereof;
7.1.2 not to use such confidential information for any
purpose other than pursuant to this agreement; and
7.1.3 to oblige all its personnel having access to the said
data and information to act in a similar manner.
7.2 The undertaking in clause 7.1.1 will be in force for the
duration of this agreement and 3 (Three) years thereafter with
the exception of:
7.2.1 data which, at the time of disclosure, is in the
public domain;
7.2.2 data which, after disclosure, becomes part of the
public domain by publication or otherwise, except by
breach of this agreement by either party; and
7.2.3 data which either party can establish by competent
proof was in its possession at the time of disclosure
by the other party and was not acquired directly or
indirectly from the other party.
8. SUPPORT
The parties undertake at all times to do all such things, perform all
such actions and take all such steps and to procure the doing of all
such things, the performance of all such actions and the taking of all
such steps as may be open to them and necessary for or incidental to
the putting into effect or maintenance of the terms and conditions of
this agreement.
9. DISPUTE RESOLUTION
9.1 Subject to any specific provision in this agreement to the
contrary, any dispute arising at any time between the parties
in regard to this agreement, including the implementation,
execution, interpretation, rectification, termination or
cancellation of this agreement, shall first be submitted to
non-binding summary mediation.
The mediator shall be an appropriately qualified expert
selected by agreement between the parties. The mediator shall,
in his sole discretion, determine the procedures to be
followed in the mediation. The parties shall share the
mediator's costs equally.
9.1.1 If the parties fail to resolve the dispute within thirty (30)
days of the appointment of the mediator, any party shall then
be entitled to refer the matter to arbitration.
9.1.2 The parties agree irrevocably that any arbitration must fall
in the jurisdiction of the United States of America under such
laws and relief that is offered, from time to time, in
accordance with the relevant Arbitration Acts, within the
United States of America.
8
9.1.3 The parties irrevocably agree that the decision in any
arbitration proceedings:
9.1.3.1 Will be binding on all of them;
9.1.3.2 Will forthwith be carried into effect; and
9.1.3.3 May be made an order of any court of competent
jurisdiction within the United States of America.
9.2 This clause 9 is severable from the remainder of the agreement
and will accordingly remain effective between the parties to
any dispute notwithstanding that the agreement or any part
thereof may be terminated or cancelled.
9.3 The provisions hereof will not in any manner prohibit any
party from approaching the relevant judicial system for
relief.
10 COSTS
All costs involved in the drawing of this agreement shall be borne by
YJF. Any further costs, including the costs of consultations and
negotiations in respect hereof, will need to be agreed upon in writing
by the Joint Venture Committee, and once so, will be borne between both
parties.
11 CONDITION PRECEDENT
This agreement shall have no effect unless and until YJF confirms in
writing that it has identified a suitable NASDAQ-listed vehicle into
which YJF shall reverse as contemplated by clause 3.1.4.
The parties hereby irrevocably bind themselves to the terms and conditions as
set out in this agreement by affixing their signatures below.
SIGNED THIS ........ DAY OF FEBRUARY 2003 IN CHICAGO IL. U.S.A.
AUTHORIZED TO SIGN ON BEHALF OF
STEALTH WITNESS
................................. ...................................
SIGNED ON THIS...........DAY OF FEBRUARY 2003 IN LONDON U.K.
AUTHORIZED TO SIGN ON BEHALF OF
YJF WITNESS
................................. ...................................
On behalf of Bait Shop Limited, Director
9
SCHEDULE 1 (PART 1)
-------------------
MINING CLAIMS AND MINERAL RIGHTS HELD AND/OR APPLIED FOR BY STEALTH
-------------------------------------------------------------------
(these areas are subject to change from time to time)
PERMIT NAME PERMIT NUMBER PERMIT SIZE PERMIT LOCATION
------------------------ ------------------ ---------------- -------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ Mine AZAZAA 008924(2) ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
Monster Claims N/A 80 Acres SANTA ▇▇▇▇
▇▇▇▇▇▇ (Nevada) Mine N/A ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ Group Claims N/A ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
Dos Amigos Claims N/A ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
Apache Claims N/A ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇ S-20* N/A ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇ S-17* N/A ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇ S-18* N/A ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇ S-19* N/A ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
------------------------ ------------------ ---------------- -------------------
52 CLAIMS 52 RECORD #'S ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇.
------------------------ ------------------ ---------------- -------------------
10
SCHEDULE 1 (PART 2)
-------------------
ADDITIONAL BLM CLAIMED AREAS AS REFERENCE IN CLAUSES 3.1.2.3 AND 3.1.2.4
------------------------------------------------------------------------
(these areas are subject to change from time to time)
Reference to these sections have some of the above-mentioned claims in
them. The total acres claimed in ▇▇▇ ▇▇▇▇ ▇▇▇▇ SEC 17 is 640 ACRES. M14
T22S R11E SEC 20 is 320 ACRES. M14 T22S R11E SEC 18 is 20 ACRES & M14 T22S
R11E SEC 19 is 20 ACRES. These claims total 1000 ACRES and combined with
the Yellow Jacket Mine and Phoenix Mines 40 ACRES gives a complete total of
1040 ACRES as of this filing.
11
SCHEDULE 2
----------
PROPERTY SCHEDULE
-----------------
PERCENTAGE DISTRIBUTION OF PROCEEDS FROM MINERAL SALES
------------------ ------------ ------------ ----------- ------------- -----------------
NET PROCEEDS OF % HELD BY % HELD BY % HELD BY YJF MAXIMUM TOTAL PROPERTY
MINERAL SALES YJF STEALTH CONDOR EXPENDITURE CLAIM SIZES
SCHEDULE (US$) (ACRES)
------------------ ------------ ------------ ----------- ------------- -----------------
SCHEDULE 1 51 % 30% 19% $1,100,000 1040
------------------ ------------ ------------ ----------- ------------- -----------------
12
SCHEDULE 3
----------
MINERAL SALES FLOW SHEET
------------------------
1. NET PROCEEDS FROM SALES
YJF - 51%
STEALTH - 30%
CONDOR (Seychelles) - 19%
2. Repatriation of production, mining and ancillary associated costs will
be solely borne by proceeds from the mine on a gross sales basis
(before net proceeds are distributed) to any party defined in Schedule
2 (two) and/or 3 (three).
NOTES:-
-------
Mineral sales include the sale of all minerals and material whether natural or
other man-made resources procured by whatever means from the property area as
detailed in Schedule 1 hereto.
13
SCHEDULE 4
----------
SWORN LEGAL STATEMENT
---------------------
To Whom it May Concern:
I, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ of the Town of Lindenhurst in the County of Lake in the State
of Illinois in the United States of America make forth the following
statement...
I, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, President and Owner of Stealth Enterprises Inc. An Illinois
Registered Corporation in the State of Illinois as well as the controlling
member of Oro ▇▇▇▇▇▇ Mining LLC. A Nevada Limited Liability Corporation hereby
swear that the properties known as "The Yellow Jacket Gold Mine" and "The
Phoenix Gold Mine" located in the Oro ▇▇▇▇▇▇ Mining District in the County of
Santa ▇▇▇▇ and in the State of Arizona are the Real Property of myself and the
above controlled corporations of mine.
I further declare that all land rights, mineral rights, riparian rights, and
Claims, are held by myself and/or my companies listed above and are the sole
property of the above corporations and myself. To the best of my knowledge,
there are no liens, encumbrances, or anything to negatively affect the
properties. I further declare that the above two properties are Patented by the
United States of America and granted by proving to the United States of America
that the mines have enough gold in them to consider them as Patented Lode Gold
Mines. The patents were placed on the properties in the late 1800's and remain
intact today.
Under the laws of The State of Illinois, The State of Nevada, and The State of
Arizona by my signature, I declare everything stated above is the truth and to
the best of my knowledge.
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
----------------------------------- -------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Notary of the State of Illinois
Dated this 26th of August in the Year 2003 A.D.
[Notary seal here]
14
SCHEDULE 5
----------
BUDGET & START UP COSTS
-----------------------
------------------------------------- ------------------- ---------------- ------- ----------------------------------
EQUIPMENT BUY / LEASE APPROX. COST USE
($)
------------------------------------- ------------------- ---------------- ------- ----------------------------------
Bull Dozer Lease @ $400/day 5,600 Road Grading
Excavator Buy 75,000 Earth Moving - Open Cast
Excavator #2 Buy 50,000 Earth Moving - Loading
Front End Loader Buy 50,000 Earth Moving - Loading
Dump Truck #1 Buy 20,000 Ore Moving Equipment
Dump Truck #2 Buy 20,000 Ore Moving Equipment
Generator #1 / 1,000 kWA Buy 45,000 Power on Site
Generator #2 / 650 kWA Buy 30,000 Additional Power (Mill)
Compressor & Jackhammers Buy 9,000 Removing Ore from Pit
Generator #3 / 100 kWA Buy 7,000 Power for Offices etc..
4,000 Watt Light Set #1 Buy 3,500 Night Lighting
4,000 Watt Light Set #2 Buy 3,500 Additional Lighting
Power Lines & misc. Electric Buy 4,000 Power Station Wiring
Gas Tank System #1 Diesel Buy 2,500 Equipment Fuel
Gas Tank System #2 Diesel Buy 2,500 Equipment Fuel
Gas Tank System #1 Gasoline Buy 2,500 Fuel Non-Diesel Engines
Concentrator & Complete Plant Buy 700,000 Ore Processing (500 Tons)
Fencing Buy 20,000 Security & AZ Law
Misc. costs & Needed Equipment Buy 25,000 Radio Equipment
Office Trailer #1 Buy 10,000 Business Center
Office Trailer #2 Buy 10,000 Private Offices / Safes
All Terrain Vehicles Buy 25,000 Mine Transportation
Vehicle Trailer Buy 5,000 Moving Vehicles
Porta Pottys Buy 2,000 Bathrooms
Water Pump #1 Buy 2,000 Pump 1 for Fresh Water
Water Pump #2 Buy 5,000 Pump 2 for Mining
Fresh Water Tank Buy 1,000 Drinking Water
Water Holding Tank #1 Buy 2,000 Level 1 Holding Tank
Water Holding Tank #2 Buy 2,000 Level 2 Holding Tank
Drilling First Six Holes on YJ / PHX Buy-D-Core 45,000 Drilling - Phase 1 Ore Body
Explosives / Caps / Det Cord etc,, Buy 3,500 Blasting Equipment
Explosives Magazine (Storage) Buy 3,500 ATF Required Storage
Worker Wages for Start-Up Buy 80,000 3 to 4 Months Wages
Insurance - Mining - Blasting Buy 100,000 Required Mining Insurance by AZ
------------------------------------- ------------------- ---------------- ------- ----------------------------------
TOTAL PROJECTED COST 1,371,100
------------------------------------- ------------------- ---------------- ------- ----------------------------------
15
