Pre-Effective Amendment to Registration of Securities of a Small-Business Issuer — Form SB-2
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SB-2/A Form SB-2/A Amendment No. 2 HTML 442K
10: CORRESP ¶ Comment-Response or Other Letter to the SEC HTML 53K
6: EX-10 Amending Agreement Dated 10-19-2006 W/ Adom Mining 5 20K
7: EX-10 Consulting Agreement Dated 03-20-2007 W/ Jd Mining 9 36K
2: EX-10 Memorandum of Agreement Dated 10-28-2003 7 20K
3: EX-10 Mining Lease - Kwabeng Concession HTML 125K
4: EX-10 Mining Lease - Pameng Concession HTML 125K
5: EX-10 Option Agreement Dated 10-17-2005 With Adom Mining 9 32K
8: EX-23 Consent of John Rae, P. Geo. 1 6K
9: EX-99 Goldenrae Evaluation Dated 03-07-2006 HTML 218K
‘EX-10’ — Consulting Agreement Dated 03-20-2007 W/ Jd Mining
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EXHIBIT 10.37
XTRA-GOLD RESOURCES CORP.
DELIVERED BY E-MAIL
to William Edward McKechnie,
in his personal capacity and as a
Director of Goldeye Consultants Ltd. to
tedmckechnie@rogers.com March 22, 2007
Goldeye Consultants Ltd.
c/o P.O. Box 150
Design House
Providenciales
Turks & Caicos Islands, British West Indies
Attention: William Edward McKechnie, Director
- and -
William Edward McKechnie
466 Drake Circle
Suite 100
Waterloo ON N2T 1L1
Dear Ted:
This letter will confirm the termination of the consulting agreement
dated July 1, 2006 (the "GOLDEYE AGREEMENT") made among Xtra-Gold Resources
Corp. ("XTRA-GOLD" or the "COMPANY") and Goldeye Consultants Ltd. ("GOLDEYE")
and William Edward McKechnie ("MCKECHNIE") which termination was approved by a
majority of directors present at a board of directors ("BOARD") meeting held on
Friday, March 9, 2007 at 5:00 p.m. (Toronto time) (the "MEETING") via telephone
conference call at which all directors of the Board then constituted on such
date were present. The effective date of the termination of the Goldeye
Agreement is March 9, 2007. Following your resignation as Chairman, Chief
Executive Officer and Chief Financial Officer of Xtra-Gold on March 2, 2007, it
was deemed by a majority of the Board constituted as at the date of the Meeting
that it would be in the best interests of Xtra-Gold and its shareholders to
terminate the Goldeye Agreement entered into in connection with consulting
services to be provided to Xtra-Gold by McKechnie as senior management officer
of the Company. McKechnie was advised at the Meeting, both in his personal
capacity and as a
================================================================================
TORONTO HEAD OFFICE
6 KERSDALE AVENUE TORONTO ON M6M 1C8
PHONE: (416) 653-5151 E-MAIL: JAMESLONGSHORE@HOTMAIL.COM
FAX: (416) 981-3055 WEB SITE: WWW.XTRAGOLD.COM
Goldeye Consultants Ltd. and
William Edward McKechnie - 2 - March 22, 2007
director of Goldeye, that the consulting services to be provided under the
Goldeye Agreement were no longer required.
RESIGNATION AS DIRECTOR
1. McKechnie agrees to resign as a director of Xtra-Gold
effective March 9, 2007. McKechnie further agrees to tender
his resignation as a director of officer of Xtra-Gold's
subsidiaries upon execution of this Agreement.
TERMINATION PAYMENTS
2. In accordance with the Goldeye Agreement, Xtra-Gold may
"terminate this Agreement at any time during the Term without
reason or cause by payment to Goldeye of Goldeye's Fees for a
six (6) month period following such termination at the rate in
effect and in the manner and at the time of payment in effect
at the time of termination". Therefore, Xtra-Gold will pay a
termination payment (the "TERMINATION PAYMENT") of
CAD$26,270.93 provided that Goldeye and McKechnie abide by the
terms and conditions of this Agreement, as well as the
Confidentiality and Non-Compete Agreement dated July 1, 2006.
Xtra-Gold agrees to accelerate the Termination Payment and pay
Goldeye or McKechnie the Termination Payment in the following
manner:
PAYMENT AMOUNT PAYMENT DATE
(a) a lump sum on execution of this Agreement
payment of together with the executed
CAD$26,270.93 documents referred to in
paragraphs 7, 8 and 9
(b) the sum of within 30 days of our receipt
CAD$1,000.00 of your counsel's legal
towards legal invoice in connection
expenses with this matter
Our accounting records indicate that in December 2006 you
received prepaid consulting fees of CAD$5,000.00 for March
2007. Based on a per diem rate of CAD$161.29 for 9 days (March
1 to 9, 2007), we determine that you have been prepaid
CAD$3,548.39. As a result, we have deducted the amount of
CAD$3,548.39 from the Termination Payment due to you together
with an applicable deduction for any U.S. cash advances for
prepaid business expenses for which you have not submitted a
valid expense report with supporting receipts.
Goldeye Consultants Ltd. and
William Edward McKechnie - 3 - March 22, 2007
FURTHER CONSULTING SERVICES
3. Xtra-Gold anticipates that it may require assistance from time
to time respecting transitional issues and trusts that Goldeye
and/or McKechnie will provide Xtra-Gold with such assistance.
In such event, Xtra-Gold agrees to compensate Goldeye and/or
McKechnie for such assistance.
REIMBURSEMENT OF EXPENSES
4. Xtra-Gold will reimburse expenses incurred by Goldeye or
McKechnie (through William Davies Consulting Inc.) to March 9,
2007 for which Goldeye or McKechnie would be entitled to
reimbursement from Xtra-Gold but for the termination of the
Goldeye Agreement. We acknowledge that you have previously
submitted various expenses (the "EXPENSES") to the Secretary
and Treasurer of Xtra-Gold. McKechnie must provide Xtra-Gold
with the original receipts in support of the Expenses referred
to in items (a) and (d) hereunder within 30 days of the date
of this Agreement, at which time Xtra-Gold will issue
McKechnie or his designated nominee a cheque in payment of
same. If the receipts are not provided to Xtra-Gold by April
22, 2007, such expenses will no longer be honoured for
payment.
In connection with the Expenses, we note that:
(a) McKechnie expensed CAD$930.00 to Xtra-Gold in
connection with non-refundable hotel accommodation at
the Atlantis Resort in Nassau, Bahamas previously
charged to his personal credit card. Xtra-Gold will
pay this expense upon being provided with the
original receipt as set forth above.
(b) McKechnie submitted an airfare invoice of CAD$205.83
to Xtra-Gold for a 50% proportional reimbursement in
connection with non-refundable airfare to Nassau,
Bahamas at the Natural Resource Summit of the
Americas Mining Conference on April 2 and 3, 2007.
Xtra-Gold will pay this expense which forms part of
the Termination Payment referred to above.
(c) McKechnie expensed CAD$797.97 in connection with
non-refundable airfare to Nassau, Bahamas. Xtra-Gold
will pay this expense which forms part of the
Termination Payment referred to above.
Goldeye Consultants Ltd. and
William Edward McKechnie - 4 - March 22, 2007
(d) McKechnie expensed CAD$726.02 for business-related
expenses. Xtra-Gold will pay these expenses upon
being provided with the original receipts as set
forth above.
(f) Our accounting records indicate that McKechnie has
received CAD$7,059.48 (U.S.$6,000.00) in connection
with U.S. cash advances for prepaid business
expenses. This amount has been deducted from the
Termination Payment referred to in paragraph 2 above.
(g) In connection with item (f) above, McKechnie is to
provide Xtra-Gold with valid receipts acceptable to
Xtra-Gold in connection with the sum of U.S.$2,500.00
which sum McKechnie has advised was provided to Steve
Blunsdon, former Mine Manager, following which time
the Board will reimburse McKechnie in connection with
such advance within 30 days after receiving valid
receipts acceptable to Xtra-Gold provided they are
for business related expenses.
5. Any reasonable additional expenses must be submitted by
McKechnie in an expense report no later than March 31, 2007
and will be deemed to be the Final Expenses of Goldeye or
McKechnie. Xtra-Gold will not honour the payment of any
expenses after March 31, 2007, except in exceptional
circumstances.
6. Xtra-Gold acknowledges that McKechnie has previously provided
personal credit card particulars for payment of certain
ongoing monthly business-related expenses including eFax
(incoming fax charges) and Intuit (re QuickBooks accounting
fees). McKechnie will contact the relevant service providers
and cancel his payment information.
7. Xtra-Gold acknowledges that McKechnie has resigned as an
officer of the Company effective March 4, 2007 which was
accepted by way of a Board resolution executed on March 2,
2007 by all of the directors at that time. McKechnie is
currently an officer and/or director of Xtra-Gold's
subsidiaries; namely Xtra-Gold Mining Limited, Xtra-Gold
Exploration Limited, Xtra Oil and Gas (Ghana) Limited, Xtra
Energy Corp. and Xtra Oil & Gas Ltd. In this regard, McKechnie
agrees to sign the enclosed resignations and return them to
Xtra-Gold by fax no later than 5:00 p.m. on March 22, 2007.
8. The Termination Payment contemplated in paragraph 2 is
conditional on Goldeye and McKechnie's due execution and
return of this Agreement, the enclosed full and final release
and the resignations referred to in paragraph 7 no later than
5:00 p.m. on March 22, 2007.
Goldeye Consultants Ltd. and
William Edward McKechnie - 5 - March 22, 2007
OPTION ARRANGEMENT
9. McKechnie will surrender for cancellation all Options
previously granted to him by Xtra-Gold upon execution of this
Agreement.
In the event that McKechnie fails to do so, the vested and
unexercised Options shall be governed by the terms and
conditions of the agreements entered into in connection
therewith and as noted hereunder and the equity compensation
plan referred to therein, or such other arrangements as may be
agreed to between the parties as noted herein.
We refer McKechnie to Section 9(f) of the Option Agreement
which in part states the following:
"The share certificate or certificates issued as a
result of the exercise of Options from time to time
shall bear a restrictive legend with respect to the
resale of the Option Shares in connection therewith.
In particular, until such time that a registration
statement has been filed by Xtra-Gold and accepted by
the U.S. Securities and Exchange Commission, in
accordance with Rule 144: (i) the Option Shares
cannot be resold unless held for two years; or
alternatively (ii) if Xtra-Gold is a reporting
company, then the applicable hold period shall be one
year from the date of the issuance of Option Shares."
VESTED AND UNEXERCISED OPTIONS
(a) SEPTEMBER 5, 2005 OPTION AGREEMENT (in connection
with a grant of Options on June 21, 2005)
NUMBER OF OPTIONS
Options (@ $.55/share) vested and
unexercised as of March 2, 2007
(6,250 x 20 months) 125,000
(b) APRIL 21, 2006 OPTION AGREEMENT
Options (@ $.70/share) vested and
unexercised as of March 2, 2007
(6,000 x 10 months) 60,000
Goldeye Consultants Ltd. and
William Edward McKechnie - 6 - March 22, 2007
NUMBER OF OPTIONS
(c) AUGUST 1, 2006 OPTION AGREEMENT
Options (@ $.90/share) vested and
unexercised as of March 2, 2007
(5,555 x 7 months) 38,885
RETURN OF PROPERTY OF XTRA-GOLD
10. McKechnie and/or Goldeye will return by courier or in person
to the offices of our designated agent, Haywood Securities
Inc. at BCE Place, 181 Bay Street, Suite 2910, Toronto,
Ontario, or at some other location as agreed to by Xtra-Gold,
any and all materials and information relating to your work
for Xtra-Gold prior to the final payment being made to
McKechnie and/or Goldeye. This includes books and publications
relating, but not limited to, the mining industry, corporate
and business matters and copies of any soft copy documentation
that may be stored on the hard drive of your computer; namely
any files, agreements, reports, correspondence, business
plans, company policies, marketing materials, mining plans,
technical and financial data as well as hard copies of such
documentation and office equipment.
BINDING EFFECT
11. Xtra-Gold confirms that:
(a) this Letter Agreement contemplates the settlement
between the Parties hereto having been made for
valuable consideration and is intended to and will be
a legal, valid and binding agreement among the
Parties who have executed this Agreement; and
(b) this Agreement shall supercede any and all other
agreements that may have previously been entered into
among the Parties hereto.
CONFIDENTIALITY
12. We remind both Goldeye and McKechnie of your obligations of
confidentiality to Xtra-Gold to hold any and all confidential
information that Goldeye and McKechnie have received or
generated in the course of Goldeye and McKechnie's
relationship with the Company in the strictest of confidence
and to refrain from divulging all such information to any
person or other entity. These obligations of confidentiality
survive the termination of the Goldeye Agreement and will
continue until such time as the confidential information
received or
Goldeye Consultants Ltd. and
William Edward McKechnie - 7 - March 22, 2007
generated by Goldeye or McKechnie in the course of their
relationship with the Company legitimately comes into the
public domain. We trust that Goldeye and McKechnie will abide
by their obligations of confidentiality.
If the foregoing correctly reflects your understanding of the agreement
reached among us, kindly so confirm by signing and returning to us a copy of
this letter (execution in counterparts is satisfactory), whereupon a binding
agreement will be in effect among us as set forth above.
Xtra-Gold would like to thank Goldeye and McKechnie for their
contributions to our Company and wish both of you much success in your future
endeavours.
Yours very truly,
XTRA-GOLD RESOURCES CORP.
/s/ James Longshore
James Longshore
Enclosures President and Chief Operating Officer
THE UNDERSIGNED HEREBY AGREES AND CONFIRMS the terms and conditions of
the foregoing Letter Agreement, this 22nd day of March, 2007.
SIGNED, SEALED AND DELIVERED GOLDEYE CONSULTANTS LTD.
in the presence of
Per: /s/ William Edward McKechnie
William Edward McKechnie
Director
/s/ Todd McKechnie /s/ William Edward McKechnie
Todd McKechnie William Edward McKechnie
Witness (in his personal capacity)
FULL AND FINAL RELEASE
IN CONSIDERATION of the agreement of Xtra-Gold Resources Corp. to make
certain payments to the undersigned, as more particularly referred to in a
letter dated March 22, 2007 from James Longshore to the undersigned (the "LETTER
AGREEMENT"), and for other good and valuable consideration, the adequacy and
receipt of which is hereby acknowledged, the undersigned William Edward
McKechnie, on my own behalf and on behalf of Goldeye Consultants Ltd.
("GOLDEYE"), hereby release and forever discharge Xtra-Gold Resources Corp., its
officers, directors, servants, agents, successors and assigns (collectively
referred to as "XTRA-GOLD") of and from any and all actions, causes of actions,
suits, contracts, torts (intentional or unintentional), covenants, debts, claims
and demands of whatsoever nature and kind, in law or equity, statutory or
otherwise, for damages, indemnity, costs, compensation or any other remedy,
howsoever arising, which heretofore may have been, are or may hereafter be
sustained by McKechnie or Goldeye for or by reason of any cause, matter or thing
whatsoever up to the present time, and, without limiting the generality of the
foregoing, by reason of any cause, matter or thing arising out of or in
consequence of a Management Consulting Agreement dated July 1, 2006 made among
Goldeye, McKechnie and Xtra-Gold or out of McKechnie or Goldeye's association
with Xtra-Gold as contractor/consultant, or the termination of such associations
by Xtra-Gold; provided, however, that nothing herein contained shall release
Xtra-Gold from its obligations as set out in the Letter Agreement.
AND FOR THE SAID CONSIDERATION, McKechnie agrees on my own behalf and
on behalf of Goldeye:
(1) to indemnify and hold harmless Xtra-Gold from and against any and all
demands or claims for taxes, withholding taxes or any other form of
payment to any government authority from Xtra in respect of Goldeye or
McKechnie including interest, penalties and costs in connection
therewith;
(2) not to make any claim or take any proceedings against any other person
or corporation or other entity who might claim contribution or
indemnity from the persons and corporations and other entities
discharged by this Release in respect of the subject matter of this
Release.
(3) that this settlement and the terms thereof are to remain confidential
and Goldeye and McKechnie will not disclose the facts of this
settlement or the terms thereof to any person, corporation or other
entity except Goldeye and McKechnie's legal and financial advisors, my
immediate family and as may be required by law.
(4) that Goldeye and McKechnie will not make any statements or do any acts
which may cast a slur on or in any way disparage Xtra-Gold or any of
its affiliates.
THE UNDERSIGNED DECLARES that they fully understand the terms of this
settlement and have had the opportunity to receive independent legal advice
prior to executing this document and that they voluntarily accept the
consideration offered for the purpose of making full and final compromise and
settlement of all claims as aforesaid.
- ii -
IT IS UNDERSTOOD AND AGREED that the giving of the aforesaid
consideration is deemed to be no admission whatsoever of liability on the part
of Xtra-Gold.
IT IS UNDERSTOOD AND AGREED that the termination package offered in the
Letter Agreement to which this Release forms a part, is being made to Goldeye
and McKechnie as a result of (i) the termination of the Goldeye Agreement; and
(ii) the resignations tendered by McKechnie as an officer and director of
Xtra-Gold.
IT IS UNDERSTOOD AND AGREED that this Release is binding on the heirs,
executors, administrators and assigns of McKechnie and Goldeye's successors and
assigns and shall enure to the benefit of Xtra-Gold and its successors and
assigns.
IN WITNESS WHEREOF, McKechnie has duly executed this Full and Final
Release on his own behalf and on behalf of Goldeye Consultants Ltd. this 22nd
day of March, 2007.
SIGNED, SEALED AND DELIVERED ) GOLDEYE CONSULTANTS LTD.
in the presence of )
)
)
) Per: /s/ William Edward McKechnie
) William Edward McKechnie
) Director
WITNESS: )
)
)
/s/ Todd McKechnie ) /s/ William Edward McKechnie
Todd McKechnie ) William Edward McKechnie
Witness )
Dates Referenced Herein
| Referenced-On Page |
|---|
| This ‘SB-2/A’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| | 4/22/07 | | 3 | | | | | None on these Dates |
| | 3/31/07 | | 4 |
| Filed on: | | 3/26/07 |
| | 3/22/07 | | 1 | | 8 |
| | 3/9/07 | | 1 | | 3 |
| | 3/4/07 | | 4 |
| | 3/2/07 | | 1 | | 6 |
| | 8/1/06 | | 6 |
| | 7/1/06 | | 1 | | 8 |
| | 4/21/06 | | 5 |
| | 9/5/05 | | 5 |
| | 6/21/05 | | 5 |
| List all Filings |
1 Subsequent Filing that References this Filing
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