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Exhibit 7
FINDER'S FEE AGREEMENT
THIS AGREEMENT made effective the 25th day of June, 1999.
BETWEEN:
BIRCH MOUNTAIN RESOURCES LTD.
Suite 3100, 205 - 5th Avenue S.W.
Calgary, Alberta, T2P 2V7
(the "Corporation")
- and -
AMERICAN PRECIOUS METALS, INC.
Suite 203, 420 Boulevard, Mountain Lakes
New Jersey, 07046
(the "Finder")
WHEREAS the Finder has introduced the Corporation to several individuals or
companies purporting to have methods to accurately determine the precious metal
content of materials supplied by the Corporation;
AND WHEREAS the Finder is not an insider nor an associate of an insider of the
Corporation, nor a control person of the Corporation, as those terms are defined
in the Securities Act (Alberta), nor will it become an insider, an associate of
an insider or a control person of the Corporation upon the payment of the Fee
(as hereinafter defined);
NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the covenants
and agreements herein contained and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
ARTICLE I
INTERPRETATION
1.1 For the purposes of this Agreement, including the recitals and any
amendment hereto, the following words and phrases shall have the
following meanings:
a. "Agreement" means this agreement, all schedules hereto and any amendment
thereof from time to time;
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b. "Assay Procedure" means a proprietary assay or analytical procedure that
is used by the Corporation and approved by the Exchange;
c. "Exchange" means The Alberta Stock Exchange;
d. "Parties" means each of the Corporation and the Finder and "Party" means
either one of them;
e. "Third Party" means: (i) an individual, (ii) a partnership, (iii) a
corporation, (iv) an incorporated or unincorporated association, (v) an
incorporated or unincorporated syndicate or (vi) another incorporated or
unincorporated organization that is introduced directly by the Finder to
the Corporation, and, without limiting the generality of the foregoing,
excludes the persons and companies listed in Schedule "B" to this
Agreement.
1.2 The headings of the Articles of this Agreement are inserted for
convenience of reference only and shall not in any manner affect the
construction or meaning of anything herein contained or govern the rights
or liabilities of the parties hereto.
1.3 Words importing the singular number only shall include the plural and
vice versa and words of gender shall entail all genders, including the
neuter gender and words importing persons shall include companies,
corporations, partnerships, syndicates, trusts and any number or
aggregate of persons.
ARTICLE II
ACKNOWLEDGEMENTS
2.1 The Finder acknowledges that the Corporation is continuing to deal with
individuals, partnerships, corporations, incorporated or unincorporated
associations, incorporated or unincorporated syndicates or other incorporated or
unincorporated organizations who are not a Third Party who are investigating
assay and production development methods.
2.2 The Finder further acknowledges that the Corporation will be under no
obligation to pay a Fee to the Finder for an Assay Procedure of a party other
than a Third Party.
ARTICLE III
PAYMENT OF FINDER'S FEE
3.1 In consideration of the Finder introducing the Corporation to a Third Party
or Parties which have or are instrumental in developing an Assay Procedure, the
Corporation shall pay the Finder the Fee.
3.2 The Fee shall be equal to:
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500,000 common shares in the capital of the Corporation or such lessor
number as may be permitted under the policies of the Exchange,
which shall be issued to the Finder on the following conditions:
70% of the Fee (350,000 common shares) shall be issued to Finder in
consideration of introductions to Third Parties who have materially advanced the
research and / or development of the Corporation in its own efforts to develop
an Assay Procedure including the acquisition of data and complementary processes
previously unknown to the Corporation or proprietary to such Third Party; and
30% of the Fee (150,000 common shares) shall be issued to the Finder upon a
Proprietary Assay Procedure reliably confirming concentrations of precious
metals in Birch Mountain's Athabasca Project rock equal to or greater than 1
gram per tonne, the validity of which concentration is verified by the
Corporation, to its sole satisfaction, at a laboratory of its choice, and if
applicable, the negotiation of a satisfactory commercial arrangement with the
Third Party owner of the Assay Procedure on terms consistent with industry
practice and standards; or
c. 30% of the Fee (150,000 common shares) shall be issued to the Finder upon
the President of the Corporation, Douglas Rowe, determining, in Rowe's sole and
exclusive discretion, that the introductions of the Party have substantially and
materially contributed to the development by the Corporation of a Proprietary
Assay Procedure conforming with the provisions of sub-paragraph b. above. For
greater certainty, substantial and material contribution must be such that
without such contribution the Corporation would not have been able to develop a
Proprietary Assay Procedure.
3.3 Notwithstanding the foregoing, the payment of the Fee to the Finder is also
subject to the issuance of common shares to the Finder being exempt from the
prospectus and registration requirements of the applicable securities laws, and
to approval by the Exchange, by all other regulatory bodies having jurisdiction
and by the shareholders of the Corporation, if required.
ARTICLE IV
NOTICES
4.1 Any notice required or permitted to be given hereunder shall be in writing
and shall be deemed to have been given or made when delivered at the addresses
of the relevant party set forth below or such other address as a party may
stipulate in writing:
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to the Corporation at:
3100, 205 - 5th Avenue S.W.
Calgary, Alberta
T2P 2V7
Attention: President
to the Finder at:
Suite 203, 420 Boulevard
Mountain Lake, New Jersey
07046
Attention: President
ARTICLE V
GENERAL
5.1 All information relating to this Agreement shall be treated as confidential
and no public disclosure by either party will be made without the prior approval
of the provider of such information, except disclosure required to be made to
any regulatory authority, including the Exchange, the Alberta Securities
Commission and the British Columbia Securities Commission.
5.2 Each party shall be responsible for the payment of all their respective
legal fees incurred in connection with this Agreement.
5.3 Each party hereto will execute and deliver all documents as shall be
reasonably required in order to fully perform and carry out the terms of this
Agreement.
5.4 Time shall be of the essence with respect to the terms and conditions of
this Agreement.
5.5 If one or more of the provisions contained herein shall, for any reason, be
held to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provision of this
Agreement, but this Agreement shall be construed as if such invalid, illegal or
unenforceable provision or provisions had never been contained herein.
5.6 It is understood that the terms and conditions of this Agreement supercede
any previous verbal or written agreement between the Finder and the Corporation
and there exist no other representations, covenants or agreements as between the
Finder and the Corporation whatsoever.
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5.7 This Agreement may be executed in several counterparts and may be
represented by facsimile, each of which so executed shall be deemed to be an
original, and such counterparts together shall constitute one and the same
instrument and notwithstanding their date of execution, shall be deemed to bear
the date as of the date above written.
5.8 This Agreement shall be construed and interpreted, and the rights and
obligations of the parties arising hereunder governed, by the laws of the
Province of Alberta. The parties agree that the Court of Alberta shall have
exclusive jurisdiction over any dispute, termination or breach of any kind or
nature whatsoever arising out of or in connection with this Agreement.
5.9 The execution and delivery of this Agreement by the Corporation and by the
Finder is subject to approval of the board of directors of both parties and all
necessary regulatory approvals. The Corporation agrees to use it best efforts to
obtain or cause to be obtained all necessary regulatory approvals for this
Agreement.
All the terms and provisions of this Agreement shall be binding upon, shall
enure to the benefit of, and shall be enforceable by and against the parties
hereto and their respective successors and permitted assigns.
IN WITNESS WHEREOF the parties hereby have executed this Finder's Fee Agreement
effective as of the date first above written as witnessed by their signatures.
BIRCH MOUNTAIN RESOURCES LTD.
Per: /s/Douglas Rowe
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Douglas Rowe, President
AMERICAN PRECIOUS METALS, INC.
Per: /s/Jack Wagenti
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Jack Wagenti, President
