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mine. At the time of this transaction, CCI was owned by several stockholders. Following execution of this <br />agreement, the Company proceeded to negotiate additional agreements with CCI related to the Colosseum <br />Mine. After completion of these agreements, Dallhold acquired 100 percent of the stock of CCI from CCI's <br />investors. At about the same [it[te as the Company negotiated its option with CCI. Elders Finance negotiated <br />the purchase of a 20 percent interest in the Colosseum Mine. CCI, Dallhold and Elders Finance all are not <br />related in any way to the Company or its affiliates. <br />Following its purchase of CCI, Dallhold indicated to the Company and others that it intended to control <br />100 percent of the Colosseum Mine notwithstanding any of CCI's agreements with the Company, Elders <br />Finance or others. In the face of these statements, the Company advised Dallhold that it intended to protect its <br />contractual rights to purchase its joint venture interests in the Colosseum Mine and that it would take legal <br />action if necessary to enforce such contractual rights. Negotiations between the Company and Dallhold <br />occurred, and as a result the Company agreed to reduce its potential interest in the Colosseum Mine from 50 <br />percent to 25 percent and the Company obtained the option to sell its interest to CCI. Dallhold also reached an <br />agreement with Elders Finance to acquire their interest. <br />Following extensive review of the Colosseum Mine in December 1986 and January 1987 and attempts to <br />secure financing for the Company's promissory note on the Colosseum Mine, the Board of Directors of the <br />Company concluded that the sale of its interest in the mine to CCI was in [he best interest of the Company and <br />that the proceeds from the sale could be invested in other gold properties nffering potentially greater returns [o <br />the Company. The Company believes that the basic business rationale from Dallhold's standpoint, as sole <br />stockholder of CCI, was to acquire as large an interest as possible in tl[e Colosseum Mine. Given the prior <br />agreements between CCl and the Company and CCI and Elders Finar[ce, Dallhold paid a premium to the <br />Company and Elders Finance to attain its business objective. <br />RG 1 owns a 19 percent interest in a joint venture that leased the Cainp Bird Mine in August 1986 with an <br />option to purchase the mine exercisable December 15, 1988. RGI's primary venture partner is Chipeta <br />Mining Corporation, a wholly owned subsidiary of Western Mining Corporation, Melbourne, Victoria, <br />Australia. The Camp Bird Mine, which first produced gold in the 1890's, has produced almost 1.5 million <br />ounces of gold since its discovery. The mine is considered exploratory because less than half the known <br />mineral vein has been explored. Given its exploratory purpose, the mite currently is not producing sufficient <br />revenues to pay mining costs. Further exploratory work is underway [o increase the number of exploratory <br />targets, and thejoint venture's funds during the option period will be devoted to these activities. If at the end of <br />the option period the joint venture determines that the Camp Bird Mine cannot provide a suitable return to the <br />venture, tl[e joint venture is not obligated [o purchase the mine. The option may be extended For an additional <br />year (or $50,000 per month. <br />The Company paid approximately $140,000 of the cost of the lease and option and is obligated to pay 20 <br />percent of the costs of the mine. RGI has spent approximately $345,000 on this property through December <br />31.1986. The mine plan projects RG 1 will spend an additional $175,000 net of operating revenues on the mine <br />through the end of calendar year ] 987.On or before December I5, 1988, the venturers can purchase the mine <br />for approximately $2.4 million, of which the Company's share would be approximately $480,000. The <br />purchase price includes $150,000 in cash and payment of approximately $875,000 in outstanding loans <br />secured by the property. The balance of $1,346,000 would be in the form of three promissory notes, each <br />bearing interest at the prime rate and payable to the seller in the amounts of 5450,000 due December I5. <br />1989, $450,000 due December I5, 1990 and $446,000 due December 15, 1991. The lessor of the Camp Bird <br />Mine is a third party delendant to an environmental lawsuit under the Comprehensive Environmental <br />Response Compensation and Liability Act seeking substantial damages. Although the Company believes it <br />has no direct liability in this matter, the lawsuit may limit the ability of the venture toexercise its option :tt the <br />end of the option period. <br />10 <br />