INTEGRATED CARBONICS CORP.
(Exact name of registrant as specified in its charter)
Nevada 43-163270
(State of organization) (I.R.S. Employer Identification No.)
750 W. Pender St., Suite 804, Vancouver, BC Canada V6C 2T8
(Address of principal executive offices)
Registrant's telephone number, including area code (604) 682-8445
Registrant's Agent: Daniel G. Chapman, Esq., 1600 E. Desert Inn
Rd. #102, Las Vegas, NV 89109, (702) 732-2253
Securities to be registered pursuant to Section 12(b) of the Act:
None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value per share
ITEM 1. DESCRIPTION OF BUSINESS
Background
Integrated Carbonics Corp. (the "Registrant" or the "Company") is
a Nevada corporation. Registrant was incorporated in the State of
Delaware on February 23, 1993 under the name of PLR, Inc. Each of
the two founders of the Company were issued 300 shares of common
stock. On March 15, 1996, the Board of Directors approved a
3500:1 common stock split, increasing the outstanding shares to
2.1 million. On January 1, 1997, the stock was split again, this
time by 5:1, increasing to 10.5 million the number of outstanding
stock.
On September 22, 1997, the Company's board of directors and
officers, after approving the issuance of 15,000,000 shares of
common stock to Da-Jung resources, resigned in favor of current
directors and officers, including Mr. Fawcett and Mr. Hoegler,
each of whom hold a twenty-five percent equity interest in Da-
Jung. Prior to the execution of the Da-Jung agreement, the
Company was a "blank-check" company.
The Registrant changed its name to Integrated Carbonics Corp. on
October 3, 1997 in Delaware. On October 9, 1997, a company named
Integrated Carbonics Corp. was incorporated in Nevada, solely for
the purpose of re-domiciling the Delaware corporation. The
Company was re-domiciled to the State of Nevada on October 30,
1997 by merging the two entities, with the Nevada corporation
being the surviving entity. Shareholders of the Delaware company
were given shares of the Nevada company. On October 31, 1997, a
Special meeting of the Shareholders of the Corporation was held
wherein the Shareholders approved a reverse stock split of 100:1
reducing the number of outstanding shares to 255,000 shares of
common stock. The Company's principal place of business is
located at 750 W. Pender St., Suite 804, Vancouver, BC Canada V6C
2T8. The Company also maintains a site on the world-wide web at
www.integratedcarbonics.com.
The Company is filing this registration statement on a voluntary
basis, pursuant to section 12(g) of the Securities Exchange Act
of 1934 (the "Exchange Act"), in order to ensure that public
information is readily accessible to all shareholders and
potential investors, and to increase the Company's access to
financial markets. In the event the Company's obligation to file
periodic reports is suspended pursuant to the Exchange Act, the
Company anticipates that it will continue to voluntarily file
such reports.
Business of the Issuer
Although still considered a development stage enterprise, the
Company is in the business of mining, and has recently began
operations in earnest by entering into a number of contracts.
These contracts are described below and are attached hereto as
Exhibit 10.
Graphite Processing Joint Venture
On October 7, 1997, the Registrant acquired the rights of Da-Jung
Resource Corp. pursuant to an "Agreement on Establishment of a
Sino Foreign Equity Joint Venture" with Jixi Liumao Graphite Mine
of Heilongjiang Province, People's Republic of China.
Consideration for this Agreement was 6,000,000 of the
Registrant's post split common shares plus reimbursement of
certain expenses that had been incurred by Da-Jung. This amount
is $200,000, payable per an additional agreement with Da-Jung --
$70,000 upon completion of the Company's limited offering (see
"Management's Discussion and Analysis - Liquidity and Capital
Resources"), $50,000 upon exercise of all of the warrants issued
in that offering, and the remaining $80,000 due upon the earlier
of one year from the date of that offering or upon completion of
an additional offering. The Company and Da-Jung agreed to make
the cash portion of the purchase price payable as a note that is
due on July 1, 1999. Of this amount, $9,000 is treated as imputed
interest. During the period ended September 30, 1998, the Company
paid $70,000 of the amount owed, using proceeds of its limited
offering. It currently owes $121,000, with $50,000 of that amount
due by the end of 1998. Da-Jung is, however, willing to postpone
the repayment upon request by the Company.
NOTE: DA-JUNG RESOURCE CORP. IS A COMPANY CONTROLLED BY CERTAIN
DIRECTORS OF THE REGISTRANT.
On November 10, 1997, the Registrant entered into a Sino Foreign
Equity Joint Venture with the Liumao Graphite Group of
Heilongjiang Province, People's Republic of China, to form a
joint venture company named "ICC Liumao Graphite Products, Ltd."
The purpose of the joint venture company is to construct and
operate a value-added graphite processing plant that will produce
high purity graphite, expandable graphite, graphite sheet, or
other graphite products.
The Company commissioned two independent firms to conduct
feasibility studies and laboratory analyses (see "Management's
Discussion and Analysis or Plan of Operation - Results of
Operation"). According to their reports, the Liumao Graphite Mine
is the largest known graphite mine in Asia, and one of the
biggest in the world. The mine has been in operation since 1936
and has reserves of 350 million tons with an average grade of
13.8% graphite. The anticipated mine life, based upon the
estimated reserves, average grade estimates, and annual output,
is in excess of 100 years. Annual production can be as much as
40,000 tons of high carbon graphite. The joint venture agreement
calls for production of 5,000 tons of value-added graphite
annually.
As an 80% equity partner, the Registrant is required to
contribute 80% of the capital required for construction which is
estimated to be $28 million, and will obtain an 80% share of the
profits over a 30 year period. Under the terms of this Joint
Venture Agreement, the Registrant will also contribute technical
direction and management of the joint venture. The joint venture
has obtained all regulatory approval, including a business
license, in the People's Republic of China. Through September 30,
1998, the Registrant has expended $253,409 (of its eventual
estimated total of $3,320,000) in engineering costs on Phase II
of the project (construction of processing facility for the 5,000
tons per year of high grade graphite).
To meet additional capital requirements of the joint venture, the
Registrant intends to complete additional private placement
financing (see "Management's Discussion and Analysis or Plan of
Operation - Liquidity and Capital Resources"). The Registrant
will contribute capital, technology assistance, marketing
assistance and hands on management to the Joint Venture. At this
date, there is no specific amount to be contributed to the Joint
Venture, and no dates on which contributions will be required. As
discussed below (see "Management's Discussion and Analysis or
Plan of Operation - Results of Operation"), the expenditures to
date have been capitalized on the books of the Registrant. These
costs will constitute a portion of the Registrant's contribution
to the Joint Venture.
The Registrant is and will continue to be involved in the
marketing, and subsequently, the sale of the processed graphite
products. The Registrant currently has three full time employees
and relies on its senior management, directors, independent
consultants and professional support services in the United
States, Canada and China.
Interest in Mineral Property
On September 22, 1997, the Company acquired from Da-Jung Resource
Corp. an interest in the Yue-jinshan-Zianfengbei mineral property
in the Wandashan mineralization zone Heilongjiang Province in the
People's Republic of China. The Company exchanged 15,000,000 pre-
consolidation shares of common stock to Da-Jung for these rights.
Pursuant to this acquisition, the Registrant has, and will
continue to have a right to enter into a "Cooperative Joint
Venture" with the Heilongjiang Bureau of Geology and Mineral
Resources. However, the Registrant considers this right as
secondary to its graphite processing joint venture.
Da-Jung Resources
Da-Jung Resources is a British Virgin Island company which was
created initially for the purpose of pursuing business
opportunities in China. Da-Jung is currently an investment
holding company whose principal assets include the 6.150 million
shares of Registrant's common stock. Da-Jung continues to seek
additional business opportunities (not necessarily in China) and
financing to assist in the development of ICC. Mario Aiello,
Robert Hoegler, James Dade Fawcett, and Edwin Dorffi, officers
and/or directors of the Registrant, each own 25% of the equity of
Da-Jung.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION
Results of Operations
During the quarter ended September 30, 1998, the Company
continued with its program to develop into an operating company.
For the 9 months ended September 30, the Company had a net loss
of $317,502, or $0.03 per share. This loss compares with a loss
of $37,229 or $0.06 for the previous 12 month period ended
December 31, 1997.
During the quarter ended September 30, 1998, the Company expended
an additional $9,645 on its Liumao Project which was capitalized
and brought the Company's development costs to $270,140, broken
down as follows:
Market Research $11,068
Project Administration $27,880.24
Engineering Feasibility $179,881.96
Process Design and Laboratory Testing $51,310.10
These costs will form part of the Company's contribution to the
joint-venture at such time as a contribution is required.
This project received its business license during the quarter
following approval of the Joint Venture's application by the Jixi
Planning Commission. That business license holds an operating
term that runs through June, 2028, the full term of the Company's
Joint Venture Agreement with the Liumao Graphite Group and is
renewed on an annual basis.
During the first half of 1998, ICC commissioned Lakefield
Research Ltd. of Ontario to conduct laboratory testing of
graphite samples from the Liumao Mine for the purpose of
establishing a process design for the production of high purity
graphite (99%+). Lakefield's research laboratory completed tests
of a two-stage leaching process (pressure and atmospheric) and
determined the process and conditions required to produce the
project's first desired product (99%+ purity graphite).
Laboratory scale samples were passed through the defined process
to successfully produce a 99%+ graphite flake product.
Determinations from this process testing program were utilized in
the engineering of the High Purity/Expandable Plant.
ICC also commissioned Rescan Engineering Ltd. of Vancouver to
undertake the design and feasibility study for the High
Purity/Expandable Graphite Project in China. Rescan is a full-
service engineering firm offering specialist services to the
international mining and mineral processing industries. Rescan
was assisted with cost estimates by the Shuzhou Design and
Research Institute of Non-Metallic Minerals Industry, State
Construction Material Industry Bureau (Shuzhou Institute), the
only Class A Design and Research Institute for non-metallic
industry in China.
On the basis of the results of Rescan's Liumao project
feasibility study completed last quarter, the Company commenced
pilot plant trials to test the process on larger volume samples
in advance of its customer sampling program. The Company has
completed these initial pilot plant trials. Testing returned
positive results with graphite purities reaching up to 99.5%
carbon, exceeding the Company's minimum specification and overall
expectations.
During the quarter, the Company entered into negotiations with
the Yichang Hengda Graphite Group (YHGG) in Hubei Province, PRC,
to form a joint venture in which YHGG would vend in an operating
division of their company. This division contains a 500 tons per
year graphite sheet plant complex, a new mine and flotation
plant, and rights to expansion plans for the graphite sheet
plant.
On September 21, 1998, the Company signed an interim joint
venture agreement whereby YHGG will vend in its operating
division at net book value and the Company will contribute RMB
28.6 million (US$3.84 million) according to an as-yet-to-be-
negotiated capital contribution schedule spanning one to two
years. In addition, the Company will pay fees not to exceed
US$1.0 million directly to YHGG for off-balance sheet intangible
assets vended into the joint venture. This latter amount, which
has not yet been determined, is for the goodwill inherent in the
operating division and customer base being contributed by YHGG;
the payment is not a part of the joint venture agreement.
Proceeds of the Bridgstream financing will be used to fund these
payments (see "Liquidity and Capital Resources"). This agreement
and the joint venture remains subject to approval by the relevant
Chinese regulatory authorities.
The business focus of the Company is to design, construct, and
operate value-added graphite processing facilities with joint
venture partners in China. In keeping with the corporate
development strategy to achieve cash flow as quickly as possible,
the Company has rescheduled its Liumao project to follow
immediately after the startup of its Yichang joint venture. This
allows the Company to commence cash flow while waiting for the
construction season to commence in Liumao next spring.
Liquidity and Capital Resources
During the quarter, the Company continued its status as a
development company. The Company is continuing to incur
development expenses, is deriving no revenues, and has
experienced an ongoing deficiency in working capital. The
Company's continued existence is dependent on its ability to
obtain additional financing to proceed with investment in its
joint ventures and ultimately to attain profitable operations
from its joint ventures.
At September 30, 1998, the Company had current assets of $31,963,
comprised principally of $28,973 in cash and prepaid expenses,
and $253,877 in current liabilities. This compares with $46,476
in cash and prepaid expenses, and $171,922 in current liabilities
at December 31, 1998.
The Company closed its 504 Offering earlier in the fiscal year,
it being fully subscribed, generating proceeds of $605,446 from
subscriptions and exercise of warrants on a fiscal year-to-date
basis. During the quarter ended September 30, 1998, two directors
of the Company exercised 40,000 warrants for a total of $13,200
in cash proceeds. The remaining warrants expired on December 8,
1998.
Should all of the remaining outstanding warrants attached to the
Company's 504 Offering be exercised, a further $329,555 would be
raised. Any funds received from the exercise of these warrants
will be used for working capital and ongoing operating costs.
Although the exercise period for these warrants has been
extended, there is no assurance that any of them will be
exercised.
As previously reported, the Company intends to complete
additional private placement financing to meet its obligations to
its existing joint venture, including financing its share of the
construction costs for the High Purity Graphite Plant, and the
development of additional joint venture opportunities. During the
quarter the Company established its Yichang joint venture as
noted above, and revised its financing goals to accommodate the
new joint venture development schedule discussed above.
To accomplish these financing goals, the Company engaged an
investment banker, Bridgestream Partners, L.L.C., to arrange
financing for the Company's development requirements on a best
efforts basis. Bridgestream anticipates raising approximately
$10,000,000 for the Company over the next year through a
combination of common and preferred equity.
ITEM 3. DESCRIPTION OF PROPERTY.
Registrant maintains offices at the following locations:
(a) (Registered office in Nevada)
1600 East Desert Inn Road, Suite 102
Las Vegas, NV 89109
(b) (Principal Office)
750 West Pender Street, Suite 804
Vancouver, British Columbia V6C-2T8
(c) (Liaison Office)
Suite 202, #1 Unit, #4 Building
Yue he hu tong, Jian guo meng
People's Republic of China
The Registrant subleases its offices in Vancouver, and uses the
apartment of an associate in China as its Liaison Office. The
rent for the 690 square foot Vancouver office is $550 per month,
plus its proportional share of operating costs and taxes. The
sublease expires on December 31, 1998. The China office rents for
$475 per month plus utilities. The China lease expires on
February 14,1998. The Registrant is presently negotiating to
extend both leases. The Vancouver space is subleased from MCA
Equities, Ltd., a company owned by principals of the Registrant.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
The following table sets forth information relating to the
beneficial ownership of the Company's common stock by those
persons holding beneficially more than 5% of the Company's common
stock, by the Company's directors and executive officers, and by
all of the Company's directors and executive officers as a group.
In this case, the only holders of more than 5% of the Company's
common stock are the directors and executive officers, so only
one table is shown.
<TABLE>
<S> <C> <C> <C>
Title of Name & Address of Beneficial Amount & Nature Percent of Class
Class Owner of Beneficial
Owner
Common Da-Jung Resource Corp. 6,150,000 62.40%
P.O. Box 71 Road Town
Tortolla, BVI
Common James Dade Fawcett 1,577,500 16.00%
14A Nathan Tower
618 Nathan Road
Kowloon, Hong Kong
Common Robert Hoegler 1,557,500 15.80%
Suite 604
7040 Granville Ave.
Richmond, BC V6Y 3W5
Common Mario Aiello 1,557,500 15.80%
3648 Mathers Ave.
West Vancouver, BC
V7V 2K8
Common Edwin Dorffi 1,537,500 15.60%
1917 W. 4th Ave.
Vancouver, BC V6J 1M7
Common H. Frank Foster 40,000 0.41%
3932 Sharon Place
West Vancouver, BC
V6J 1M7
</TABLE>
Notes: Messrs. Fawcett, Aiello, Hoegler and Dorffi each own a
25% equity interest of Da-Jung Resources Corp. and, as such, may
be considered as beneficial owners of Registrant's shares issued
to Da-Jung Resource Corp. The breakdown of their share positions
is the sum of each individual's pro-rata interest in the shares
issued to Da-Jung Resource Corp. plus common shares purchased by
certain of the individuals pursuant to Registrant's 504 Offering
Memorandum dated December 8, 1997 (Mr. Dorffi did not purchase
common shares pursuant to Registrant's Offering Memorandum.)
Mr. Foster has no beneficial interest in Da-Jung Resource Corp.
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL
PERSONS
The members of the Board of Directors of the Company serve until
the next annual meeting of the stockholders, or until their
successors have been elected. The officers serve at the pleasure
of the Board of Directors. Information as to the directors and
executive officers of the Company is as follows:
<TABLE>
<S> <C> <C>
Name Age Position
James Dade Fawcett 31 President
H. Frank Foster 45 Executive Vice President/CFO
Mario C. Aiello 48 Vice President, Business Development
Robert S. Tyson 38 Vice President, Corporate
Communications/Secretary
Robert Hoegler 53 Treasurer
Other senior
management:
Edwin C. Dorffi Engineering Advisor
Yihong Zhan Technical Advisor
</TABLE>
Mr. James Dade-Fawcett, President and Director
Mr. Dade is a successful entrepreneur with eight years of
experience in developing private-sector infrastructure and
resource projects in the Peoples Republic of China ranging
between US $30 million and $50 million in value. He possesses a
strong administrative and project development background having
been a principal of several Hong Kong based infrastructure and
resource companies. Mr. Fawcett is currently the Managing
Director of Kaison HK Limited and has been a principal of Power
Gen Investment Co. in Hong Kong since 1993.
H. Frank Foster, B.Sc., MBA - Executive Vice President, Chief
Financial Officer and Director
Mr. Foster has had an extensive career in the resource and
financial sectors. As a member of founding management, he was
Executive Vice President and CFO of Orenda Forest Products a
successful forest products company listed on the Toronto Stock
Exchange. Mr. Foster oversaw the development of Orenda's $550
million pulp and paper mill project to the stage of construction
readiness. He also has experience in the mining industry having
worked with one of Canada's largest consulting engineering firms
and corporate banking experience with on of Canada's major banks.
Mr. Foster's principal occupation from 1987 to June 1997 was as
Executive Vice President and Chief Financial Officer of Orenda
Forest Productions Ltd. of Vancouver, BC Canada and treasurer of
its subsidiary, Sound Energy Development Company. He is also
currently a director of Western Logic Resources, a Vancouver
Stock Exchange listed company headquartered in Calgary, Alberta
and the sole director of FR Ventures, a private company offering
business consulting services.
Mario C. Aiello - Vice President, Business Development and
Director
Mr. Aiello has more than 15 years experience as an advisor and
consultant in the corporate and financial markets. In a
consulting capacity, he has successfully developed financial and
administrative programs for clients in a variety of market
segments ranging from high-tech to natural resources. These
include clients currently operating in China. He has been
directly responsible for financing many of these companies and
for securing share-listing status for more than 30 of them, both
on U. S. and Canadian exchanges. He is currently President and
Director of MCA Equities Ltd. As he has been for the past 15
years. Mr. Aiello was also a director of Consolidated Nu-Media
(now Pan Asia Resources Inc.) from 1989 to 1997 and Power Stick
Manufacturing Inc. from 1996 to present.
Robert S. Tyson - Vice President, Corporate Communications,
Secretary and Director
Mr. Tyson is an experienced administrator specializing in the
development of emerging public companies. Over the past 11 years,
he has been both a senior manager and consultant with emerging
companies in the manufacturing and high-tech sectors. He bring to
the Company considerable administrative, financial and corporate
communications experience along with extensive practical
experience in negotiating and implementing Sino-Foreign Joint
Ventures and offshore manufacturing and marketing contract. Mr.
Tyson is also a director of Advanced Pultrusion Technologies
Ltd., A Canadian-based manufacturing company and Eisport
Products, Inc., a Florida based marketing and distribution firm.
Mr. Tyson's principal occupation for the past five years was as
President of Silent Communication Inc. (1992-present) and
President of Advanced Pultrusion Technologies Ltd. (1996-
present). Both companies are headquartered in Vancouver, Canada.
In addition, from 1992 to 1995, Mr. Tyson was president of Watson
Bell Communications, Inc., a communications technology company
listed on the Vancouver Stock Exchange. (Now Cosworth Ventures
Inc.)
Mr. Robert Hoegler - Treasurer and Director
Mr. Hoegler is an investment consultant advising both public and
private companies on investment structures and investor relations
strategies for the past 15 years. His clients range from high-
tech to resource based companies, including a company currently
operating in China. Mr. Hoegler is a Director of MCA Equities
Ltd., a consulting company providing advice to public companies
in both Canada and the U.S. He is also a director on Alexa
Ventures, a successful Canadian Manufacturing company, Eisport
Products, Inc., a Florida based marketing and distribution firm,
and Advanced Pultrusion Technologies Ltd., a Canadian base
manufacturing company. Mr. Hoegler's occupation for the past five
years is as director of MCA Equities Ltd.
Edwin C. Dorffi - Engineering Advisor
Mr. Dorffi has a technical background in Applied Science and
Engineering and has been active in the field of project
engineering for the past 20 years. His most recent experience has
particular emphasis on business development in the People's
Republic of China over the past six years. Mr. Dorffi has been a
business and technical advisor to various companies and has held
executive positions in both public and private sector
enterprises.
Yihong Zhan, M.Sc. - Technical Advisor
Ms. Zhan is currently a Ph.D. candidate in the Department of
Mining and Mineral Process Engineering at the University of
British Columbia. Ms. Zhan's previous experience includes working
as a chemical engineer with Xiamen Photographic Materials Ltd.
and as a project engineer with the Potash Corporation of
Saskatchewan and Canment Canada. She has also worked with Cominco
Ltd. and as a consultant to a number of mining interest in China.
Mr. Foster and Ms. Zhan are full time employees of the
Registrant. All other management are not consider employees on
the basis that no cash compensation or benefits are currently
paid.
ITEM 6. EXECUTIVE COMPENSATION
No executive officer of Registrant has cash compensation
exceeding $60,000. The executive officers as a group had
compensation of $0 during the past fiscal year. All officers,
directors and employees are reimbursed for all out of pocket
expenses associated with corporate functions. There is currently
no compensation paid to directors for attending meetings of the
Board of Directors.
During the nine months ended September 30, 1998, Frank Foster was
paid according to a salary schedule calling for payment of
US$70,000 per year. This salary was suspended on July 31, 1998.
Robert Tyson, during that same period, was paid a total of
US$14,788.74 as a result of billings by MCA for expenses incurred
by Mr. Tyson for services rendered on behalf of the Registrant.
All directors and senior management identified in ITEM 5, with
the exception of Yihong Zhan, received an option to purchase
250,000 shares of Registrant's common stock at a price of $2.00
per share expiring on January 13, 2001. Ms. Zhan received an
option to purchase 100,000 shares of Registrant's common stock at
a price of $2.00 per share expiring on January 13, 2001. The
$2.00 option price was determined as approximating the trading
average of the Registrant's shares on the 5 trading days
immediately preceding January 13, 1998. On January 13, 1998,
stock options to purchase a total of 40,000 shares of the
Company's common stock at $2.00 per share were granted to two
employees of the Company.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
On September 22, 1997, the Registrant entered into an agreement
with Da-Jung Resource Corp., a company controlled by certain
directors of the Registrant, to acquire 100% of its interest in
the Yuejinshan-Siangfenbei mineral property in the Wandashan
Mineralization Zone of Heilongjian Province, the People's
Republic of China in exchange for 15,000,000 pre-consolidation
shares of the Registrant' stock valued at $0.01 per share.
Furthermore, the Registrant entered into an agreement with Da-
Jung Resource Corp. on October 7, 1997 to acquire 100% of its
rights and obligations pursuant to an "Agreement on Establishment
of Sino Equity Joint Venture" with Jixi Liumao Graphite Mine of
Heilongjian Province, Peoples Republic of China. Consideration
for this agreement was 6,000,000 post split common shares of the
Registrant's stock plus $200,000. Messrs. Fawcett, Dorffi, Aiello
and Hoegler each own a 25% equity interest in Da-Jung Resource
Corp.
FR Ventures, a personal holding company whose sole director is
Frank Foster, billed Registrant a total of $11,386.33 in
consulting fees during the past fiscal year, prior to Mr. Foster
joining the Company. Of this amount, the Company has paid FR
Ventures a total of $7,457.14, of which $6,600 was converted to
common equity of the Registrant through the exercise by Mr.
Foster of warrants to purchase common stock. Mr. Foster has also
been granted a management incentive option to purchase from Da-
Jung a total of 200,000 shares of Registrant's common stock at a
price not to exceed $0.20 per share.
In addition, the Registrant paid a consulting fee of $9,668.00 to
Kaison (H.K.) Ltd., a company controlled by James Dade Fawcett,
during the nine months ended September 30, 1998.
Registrant sub-leases certain office space and pays monthly
administrative consulting fees to MCA Equities Ltd., a company
whose principals include Mario Aiello and Robert Hoegler.
ITEM 8. LEGAL PROCEEDINGS
The Company is not a party to any material pending legal
proceeding. The Company has recently received a letter from an
attorney representing a group of unnamed individuals claiming to
be shareholders. The letter claims that these alleged
shareholders were party to an agreement by which the Company was
to issue them tradeable common stock, and allege that the Company
has breached this alleged agreement. Management is aware of no
such agreement, and, while it views these allegations as
frivolous, baseless, and entirely without merit, it will, in the
event an action is instituted, vigorously defend the Company
against all such claims, and has threatened to seek punitive
action against the complaining parties.
ITEM 9. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
Registrant's common stock is traded in the over-the-counter
market in the United States under the ticker symbol ICCN. The
high and low bid for each quarterly period for the most recent
fiscal years is as follow:
<TABLE>
<S> <C> <C>
Quarter High Low
Q1 1997 1.125 0.5
Q2 1997 0.8 0.15625
Q3 1997 0.4 0.02
Q4 1997 3.125 0.0025
Q1 1998 2.375 1.375
Q2 1998 4.87 1.06
Q3 1998 1.50 0.53
</Table
>
The Company has eleven market-makers currently active in trading
the Company's common stock. As the stock is listed on the over
the counter market, the quotes above reflect inter-dealer prices,
without retail mark-up, mark-down or commissions, and may not
represent actual transactions. The source for these quotes is
America On-Line. The Registrant has no record of paying a cash
dividend and has no present intention of doing so.
ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES.
The two founders of the Company received a total of 600 shares of
common stock in consideration of $3,000. In two transactions
occurring March 1 and March 8, 1993, these two founders
transferred their shares to a total of 14 people each, either as
gifts or for payment of outstanding debt, resulting in the
Company's stock being held by 28 individuals. All of these
transfers were made pursuant to section 4(2) of the Securities
Act of 1933. As a result of two forward splits, these 600 shares
became 10,500,000 shares prior to the Company being re-domiciled
to Nevada. The reverse split of 1:100 occurring with the re-
domiciliation resulted in those shares being equivalent to
105,000 present-day shares. In addition, another 150,000 post-
reverse shares (15,000,000 pre-reverse shares) were issued to Da-
Jung in connection with the investment in mineral property.
Registrant has sold 2,300,000 units pursuant to exemptions from
registration provided by Section 3(b) Regulation D and Rule 504
promulgated thereunder at a price of $0.10 per unit. Each unit
consists of 1 common share and 1 purchase warrant permitting the
holder to purchase one additional share at the price of $0.33.
The aggregate price per unit is $0.215 per unit. The units were
subscribed for cash of $230,000 and as of June 30, 1998, an
additional $416,246 was received on exercise of related warrants.
In addition, Registrant has issued the equivalent of 6,150,000
restricted common shares pursuant to agreement described in ITEM
1 and ITEM 7 above.
ITEM 11. DESCRIPTION OF SECURITIES.
Common Stock
The Company's Articles of Incorporation authorizes the issuance
of 50,000,000 shares of Common Stock, $0.001 par value per share,
of which 9,856,350 are issued and outstanding. The shares are non-
assessable, without pre-emptive rights, and do not carry
cumulative voting rights. Holders of common shares are entitled
to one vote for each share on all matters to be voted on by the
stockholders. The shares are fully paid, non-assessable, without
pre-emptive rights, and do not carry cumulative voting rights.
Holders of common shares are entitled to share ratably in
dividends, if any, as may be declared by the Company from time-to-
time, from funds legally available. In the event of a
liquidation, dissolution, or winding up of the Company, the
holders of shares of common stock are entitled to share on a pro-
rata basis all assets remaining after payment in full of all
liabilities.
Preferred Stock
The Company's Articles of Incorporation authorizes the issuance
of 10,000,000 shares of preferred stock, $0.01 par value per
share, none of which have been issued. The Company currently has
no definitive plans to issue any preferred stock, although in its
recent discussions with Bridgestream, the possibility of issuing
preferred stock within the next year has been discussed (see
"Management's Discussion and Analysis or Plan of Operation -
Liquidity and Capital Resources"). The Company's Board of
Directors has the authority, without action by the shareholders,
to issue all or any portion of the authorized but unissued
preferred stock in one or more series and to determine the voting
rights, preferences as to dividends and liquidation, conversion
rights, and other rights of such series. The preferred stock, if
and when issued, may carry rights superior to those of common
stock; however no preferred stock may be issued with rights equal
or senior to any outstanding preferred stock without the consent
of a majority of the holders of then-outstanding preferred stock.
The Company considers it desirable to have preferred stock
available to provide increased flexibility in structuring
possible future acquisitions and financings, and in meeting
corporate needs which may arise. If opportunities arise that
would make the issuance of preferred stock desirable, either
through public offering or private placements, the provisions for
preferred stock in the Company's Certificate of Incorporation
would avoid the possible delay and expense of a shareholder's
meeting, except as may be required by law or regulatory
authorities. Issuance of the preferred stock could result,
however, in a series of securities outstanding that will have
certain preferences with respect to dividends and liquidation
over the common stock which would result in dilution of the
income per share and net book value of the common stock. Issuance
of additional common stock pursuant to any conversion right which
may be attached to the terms of any series of preferred stock may
also result in dilution of the net income per share and the net
book value of the common stock. The specific terms of any series
of preferred stock will depend primarily on market conditions,
terms of a proposed acquisition or financing, and other factor
existing at the time of issuance. Therefor, it is not possible at
this time to determine in what respect a particular series of
preferred stock will be superior to the Company's common stock or
any other series of preferred stock which the Company may issue.
The Board of Directors does not have any specific plan for the
issuance of preferred stock at the present time, (but see
discussion regarding Bridgestream in "Management's Discussion and
Analysis or Plan of Operation - Liquidity and Capital Resources")
and does not intend to issue any preferred stock at any time
except on terms which it deems to be in the best interest of the
Company and its shareholders.
The issuance of preferred stock could have the effect of making
it more difficult for a third party to acquire a majority of the
outstanding voting stock of the Company. Further, certain
provisions of Nevada law could delay or make more difficult a
merger, tender offer, or proxy contest involving the Company.
While such provisions are intended to enable the Board of
Directors to maximize shareholder value, they may have the effect
of discouraging takeovers which could be in the best interests of
certain shareholders. There is no assurance that such provisions
will not have an adverse effect on the market value of the
Company's stock in the future.
Shares Eligible for Future Sale
Of the issued and outstanding shares, 6,270,000 are subject to
resale restrictions and, unless registered under the Securities
Act of 1933 (the "Act") or exempted under another provision of
the Act, will be ineligible for sale in the public market. Sales
may be made after either one or two years from their acquisition
in accordance with Rule 144 promulgated under the Act.
In general, Rule 144 permits a person (or persons whose shares
are aggregated) who has beneficially owned shares that were
acquired privately (either directly from the Company or from an
Affiliate of the Company) for at least one year, or who is an
Affiliate of the Company, to sell within any three-month period,
a number of such shares that does not exceed the greater of 1% of
the then-outstanding shares of the Company's Common Stock
(approximately 98,163 as of the date of this statement) or the
average weekly trading volume in the Company's common stock
during the four calendar weeks immediately preceding such sale.
Sales under Rule 144 are also subject to certain manner of sale
provisions, notice requirements, and the availability of current
public information about the Company. A person (or persons whose
shares are aggregated) who is not deemed to have been an
Affiliate at any time during the 90 days preceding a sale, and
who has beneficially owned shares for at least two years, is
entitled to sell all such shares under Rule 144 without regard to
the volume limitations, current public information requirements,
manner of sale provisions, or notice requirements. Sales of
substantial amounts of the Common Stock of the Company in the
public market could affect prevailing market prices adversely.
ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company and its affiliates may not be liable to its
shareholders for errors in judgment or other acts, or omissions
not amounting to intentional misconduct, fraud or a knowing
violation of the law, since provisions have been made in the
Articles of incorporation and By-laws limiting such liability.
The Articles of Incorporation and By-laws also provide for
indemnification of the officers and directors of the Company in
most cases for any liability suffered by them or arising from
their activities as officers and directors of the Company if they
were not engaged in intentional misconduct, fraud or a knowing
violation of the law. Therefore, purchasers of these securities
may have a more limited right of action than they would have
except for this limitation in the Articles of Incorporation and
By-laws.
The officers and directors of the Company are accountable to the
Company as fiduciaries, which means such officers and directors
are required to exercise good faith and integrity in handling the
Company's affairs. A shareholder may be able to institute legal
action on behalf of himself and all others similarly stated
shareholders to recover damages where the Company has failed or
refused to observe the law.
Shareholders may, subject to applicable rules of civil procedure,
be able to bring a class action or derivative suit to enforce
their rights, including rights under certain federal and state
securities laws and regulations. Shareholders who have suffered
losses in connection with the purchase or sale of their interest
in the Company in connection with such sale or purchase,
including the misapplication by any such officer or director of
the proceeds from the sale of these securities, may be able to
recover such losses from the Company.
ITEM 13. FINANCIAL STATEMENTS.
The financial statements and supplemental data required by this
Item 13 follow the index of financial statements appearing at
Item 15 of this Form 10-SB.
ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
Prior to the fiscal year ended December 31, 1997, the Company was
a blank-check company. At that time there was no activity, and
the Company's audits were performed by Barry L. Friedman. At the
time the Company began acquiring from Da-Jung the rights to the
Chinese mining contracts, it decided to prepare a private
offering of its common stock. In connection with that offering,
the Company commissioned an audit for the interim period from
January 1 to November 10, 1997. Because Mr. Friedman typically
performs audits on development-stage companies, the Company
obtained Kurt Saliger, a CPA in Las Vegas, to perform the interim
audit. The Company then chose to retain a larger accounting firm,
Deloitte and Touche, to perform the new audit for the year ended
December 31, 1997. Neither auditor change was due to
disagreements with Mr. Friedman or Mr. Saliger.
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS.
FINANCIAL STATEMENTS
(A.) Audited Financial Statements
Report of Independent Auditor, Barry L Friedman,
dated November 10, 1997.
Report of Independent Auditor, Kurt D. Saliger,
dated December 2, 1997.
Report of Independent Auditors, Deloitte & Touche,
dated December 31, 1997.
Balance Sheet as of December 31, 1997, and December
31, 1996.
Statement of Operation for the years ended 1995,
1996, and 1997.
Statement of Stockholders' Equity
Statement of Cash Flows for the years ended 1995,
1996, and 1997.
Notes to Financial Statements
(B.) Unaudited Financial Statements for Nine Months
Ended September 30, 1998
Balance Sheet
Statement of Operation
Statement of Stockholders' Equity
Statement of Cash Flows
Notes to Financial Statements
Independent Auditors' Report
Board of Directors
PLR, Inc.
Las Vegas, Nevada
I have audited the accompanying Balance Sheets of PLR, Inc., (A
development stage company), as of December 31, 1996, December 31,
1995, and December 31, 1994, and the related statements of
operations, stockholders' equity and cash flows for three years
ended December 31, 1996, December 31, 1995, and December 31,
1994. These financial statements are the responsibility of the
Company's management. My responsibility is to express an opinion
on these financial statements based on my audit.
I conducted my audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. I believe that my
audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of PLR,
Inc., (A development stage company), as of December 31, 1996,
December 31, 1995, and December 31, 1994, and the results of its
operations and cash flows for the three years ended December 31,
1996, December 31, 1995, and December 31, 1994, in conformity
with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming
the Company will continue as a going concern. As discussed in
Note 3 to the financial statements, the Company has suffered
recurring losses from operations and has no established source of
revenue. This raises substantial doubt about its ability to
continue as a going concern. Management's plan in regared to
these matters are also described in Note 3. The financial
statements do not include any adjustments that might result from
the outcome of this uncertainty.
/s/ Barry L. Friedman
Barry L. Friedman,
Certified Public Accountant
Las Vegas, NV
November 10, 1997
Independent Auditors' Report
To the Board of Directors and Shareholders
Integrated Carbonics Corp.
Las Vegas, NV
I have audited the accompanying balance sheet of Integrated
Carbonics Corp. (a development stage company), as of November 10,
1997, and the related statements of operations, stockholders'
equity and cash flows for the period January 1, 1997 to November
10, 1997. These financial statements are the responsibility of
the Company's management. My responsibility is to express and
opinion on these financial statements based on my audit.
I conducted my audit in accordance with generally accepted
auditing standards. Those standards require that I plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. I believe that my
audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of
Integrated Carbonics Corp. as of November 10, 1997 and the
results of their operations and their cash flows for the period
January 1, 1997 to November 10, 1997 in conformity with generally
accepted accounting principles.
The accompanying financial statements have been prepared assuming
the Company will continue as a going concern. As discussed in
Note 3 to the financial statements, the Company has suffered
recurring losses from operations and has no established source of
revenue. This raises substantial doubt about its ability to
continue as a going concern. Management's plan in regard to these
matters are also described in Note 3. The financial statements do
not included any adjustments that might result from the outcome
of this uncertainty.
/s/ Kurt D. Saliger C.P.A.
Kurt D. Saliger C.P.A.,
Certified Public Accountant
Las Vegas, NV
December 2, 1997
Independent Auditors' Report
To the Board of Directors and Shareholders of Integrated
Carbonics Corp.
We have audited the accompanying balance sheet of Integrated
Carbonics Corp. (a development stage company) as at December 31,
1997 and the related statements of operations, stockholders'
equity and cash flows for the year then ended and for the period
from February 23, 1993 (date of incorporation) to December 31,
1997. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion
on these financial statements based on our audit. The Company's
financial statements as of and for the year ended December 31,
1996 and for the period from February 23, 1993 (date of
incorporation) through December 31, 1996 were audited by other
auditors whose report, dated November 19, 1997, expressed an
unqualified opinion on those statements. The financial statements
for the period February 23, 1993 (date of incorporation) through
December 31, 1996 reflect total revenues and net loss of $Nil and
$3,729, respectively, of the related totals. The other auditors'
report has been furnished to us, and our opinion, insofar as it
relates to the amounts included for such prior period, is based
solely on the report of such other auditors.
We conducted our audit in accordance with auditing standards
generally accepted in the United States. Those standards require
that we plan and perform an audit to obtain reasonable assurance
whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.
We believe that our audit and the report of other auditors
provides a reasonable basis for our opinion.
In our opinion, based on our audit and the report of other
auditors, such financial statements present fairly, in all
material respects, the financial position of the Company as at
December 31, 1997, and the results of its operations and its cash
flows for the year then ended, and for the period from February
23, 1993 (date of incorporation) to December 31, 1997, in
conformity with accounting principles generally accepted in the
United States of America.
The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed
in Note 2 to the financial statements, the Company is in the
development stage, has no established source of revenue and is
dependent on its ability to raise capital from shareholders or
other sources to sustain operations. This raises substantial
doubt about its ability to continue as a going concern.
Management's plan in regard to these matters is described in Note
2. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.
Deloitte & Touche
Chartered Accountants
Vancouver, British Columbia
February 6, 1998
INTEGRATED CARBONICS CORP.
(Formerly PLR, Inc.)
(A development stage company)
Balance Sheet
</TABLE>
<TABLE>
<S> <C> <C> <C>
ASSETS Nine Months December 31, December 31,
Ended September 1997 1996
30, 1998
CURRENT
Cash $27,023 $44,576 -
Deposits Paid 2,990
Prepaid expense 1,950 1,900 -
$31,963 $46,476 -
CAPITAL ASSETS
Fixed Assets $8,352
Engineering costs - Phase I of 270,140 4,500 -
Expandable Graphite Project
OTHER ASSETS
Investment in a graphite processing 253,409 250,988 -
joint venture (Note 4)
Interest in mineral property (Note 15,000 15,000 -
5)
Organization costs - 71
Total Capital & Other Assets 546,901 265,988 71
TOTAL ASSETS 578,865 316,964 71
LIABILITIES
CURRENT
Accounts payable (Note 8(a)) $127,377 51,922 800
Accrued Expenses 3,000
Other Current Liabilities 2,500
Current portion of long-term debt 121,000 120,000 -
(Note 6)
Total Current Liabilities $253,877 $171,922 $800
LONG-TERM DEBT (Note 6) 71,000 -
TOTAL LIABILITIES $253,877 $242,922 $800
STOCKHOLDERS' EQUITY
Preferred stock, $.001 par value
Authorized 10,000,000 shares, None
outstanding
Common stock, $.001 par value (Note 9,856 6,795 2,100
7) Authorized 50,000,000 shares
Issued and outstanding
(1998 - 9,856,350 common shares
1997-6,795,000 common shares;
1996- 105,000 common shares)
Subscriptions received 37,000 -
Addition paid-in capital 673,590 71,205 900
Deficit accumulated during the (358,459) (40,958) (3,729)
development stage
TOTAL STOCKHOLDERS' EQUITY $324,987 $74,042 $(729)
TOTAL LIABILITIES & EQUITY $578,865 316,964 71
</TABLE>
(See accompanying notes to the financial statements)
INTEGRATED CARBONICS CORP.
(Formerly PLR, Inc.)
(A development stage company)
Statement Of Operations
<TABLE>
<S> <C> <C> <C> <C>
Nine Months 1997 1996 February 23,
Ended September 1993 (inception)
30, 1998 to December 31,
1997
EXPENSES
Amortization $3,071 $74 $61 $308
General and administration 198,993 25,551 800 29,046
Interest and bank charges 3,466 87 - 87
Transfer agent and filing 3,816 7,394 - 7,394
fees
Rent 26,299 4,123 - 4,123
Salaries & Wages 81,856 - - -
Total Expenses $317,502 $37,229 $861 $40,958
NET LOSS $(317,502) $(37,229) $(861) $(40,958)
NET LOSS PER SHARE - BASIC $ (0.03) $ (0.06) $ (0.01) $-
AND DILUTED
AVERAGE NUMBER OF SHARES OF 9,465,900 665,000 105,000
COMMON STOCK OUTSTANDING
</TABLE>
INTEGRATED CARBONICS CORP.
(Formerly PLR, Inc.)
(A development stage company)
Statements of Stockholders' Equity
<TABLE>
<S> <C> <C> <C> <C>
Common Stock Common Stock Additional Paid- Accumulated
Shares Amount in Capital Deficit
February 23, 1993
Issued for cash 600 3,000 - -
Net loss, period ended
December 31, 1993 - - - (2,746)
Balance, December 31, 1993 600 3,000 - (2,746)
Net loss, year ended
December 31, 1994 - - - (61)
Balance, December 31, 1994 600 3,000 - (2,807)
Net loss, year ended
December 31, 1995 - - - (61)
Balance, December 31, 1995 600 3,000 - (2,868)
March 15, 1996
Changed par value - (2,999) 2,999 -
(Note 7)
March 15, 1996
Forward stock split 2,099,400 2,099 (2,099) -
(Note 7)
Net loss, year ended - - - (861)
December 31, 1996
Balance, December 31, 1996 2,100,000 2,100 900 (3,729)
January 4, 1997
Forward stock split 5:1 8,400,000 8,400 (8,400) -
(Note 7)
September 22, 1997
Issued for an interest in 15,000,000 15,000 - -
a mineral property (Note
5)
October 31, 1997
Reverse stock split 1:1 (25,245,000) (25,245) 25,245 -
(Note 7)
December 18, 1997
Issued for Graphite 6,000,000 6,000 - -
Processing Joint Venture
agreement (Note 4)
December 30, 1997 Issued 540,000 540 53,460
for cash
Net loss, year ended (37,229)
December 31, 1997
- - -
Balance, December 31, 1997 6,795,000 6,795 71,205 (40,958)
Issued for Cash:
January 6, 1998 95,000 95 9,405
January 22, 1998 80,000 80 7,920
January 27, 1998 1,585,000 1,585 156,915
February 20, 1998 700,000 700 230,300
April 15, 1998 136,350 136 44,860
June 4, 1998 175,000 175 57,575
June 16, 1998 250,000 250 82,250
July 20, 1998 20,000 20 6,580
September 28, 1998 20,000 20 6,580
Net loss 9 months ended (317,502)
9/30/98
Balance September 30, 1998 9,856,350 9,856 673,590 (358,460)
</TABLE>
(See accompanying notes to the financial statements)
INTEGRATED CARBONICS CORP.
(Formerly PLR, Inc.)
(A development stage company)
Statements of Cash Flows
<TABLE>
<S> <C> <C> <C> <C>
Nine Months 1997 1996 February 23,
ended September 1993 (inception)
30, 1998 to December 31,
1997
Net loss $(317,502) (37,229) (861) (40,958)
Add (less)
Amort. of organization 74 61 308
costs
Organization costs (3) - (308)
Amortization of fixed 3,071
assets
Net changes in working 77,915 25,902 800 30,927
capital
(236,516) (11,256) - (10,031)
FINANCING ACTIVITIES
Repayment of Long Term Debt (70,000)
Issuance of common stock 605,446 54,000 - 57,150
Subscription received (37,000) 37,000 - 37,000
498,446 91,000 - 94,150
INVESTING ACTIVITIES
Acquisition of Capital (11,423)
Asset
Investment in a graphite (2,420) (30,668) - (35,043)
processing joint venture
Engineering costs - Phase I (265,640) (4,500) - (4,500)
(279,484) (35,168) - (39,543)
NET CASH INFLOW (17,554) 44,576 - 44,576
CASH, BEGINNING OF PERIOD 44,576 - - -
CASH, END OF PERIOD $27,023 $44,576 - $44,576
</TABLE>
(See accompanying notes to the financial statements)
INTEGRATED CARBONICS CORP.
(Formerly PLR, Inc.)
(A development stage company)
Notes to Financial Statements
Year ended December 31, 1997
1. DESCRIPTION OF BUSINESS
The Company was organized on February 23, 1993 under the laws of
the State of Delaware as PLR, Inc. On October 3, 1997, it changed
its name to Integrated Carbonics Corp. and on October 30, 1997,
changed its jurisdiction of incorporation to Nevada.
The Company has signed a joint venture agreement for the
construction and operation of a graphic processing plant in the
People's Republic of China.
2. DEVELOPMENT STAGE ENTERPRISE
The financial statements have been prepared on the basis of
accounting principles applicable to a going concern which
contemplates the realization of assets and satisfaction of
liabilities in the normal course of business. The Company is a
development stage enterprise and as such has no significant
revenue and is incurring substantial costs in connection with its
investment in a graphite processing joint venture as described in
Note 4. In addition the Company incurred a loss of $37,299 for
the year ended December 31, 1997 and has a working capital
deficiency of $125,446 at December 31, 1997. Management is in the
process of completing the offering of 2,300,000 units described
in Note 7 and between December 31, 1997 and February 6, 1998 had
received cash proceeds of $308,000. The proceeds of the offering
will be used to finance operation costs and complete the
feasibility study for construction of the graphite facility. In
addition management is engaged in discussions with other
prospective investors to secure additional financing. The
Company's continued existence is dependent on its ability to
obtain additional financing to proceed with the joint venture and
ultimately to attain profitable operations.
If the going concern assumption was not appropriate in the
preparation of these financial statements, adjustments would be
necessary to the carrying values of assets and liabilities, the
reported loss and the balance sheet classifications used.
3. SIGNIFICANT ACCOUNTING POLICIES
The financial statements are expressed in US dollars, have been
prepared in accordance with accounting principles generally
accepted in the United States and include the following
significant accounting policies:
Investment in joint ventures
The Company records its investments in joint ventures at cost
until such date as the venturers make their initial capital
contribution. Joint venture investments which are controlled by
the Company are consolidated.
Interest in mineral property
The Company follows the method of accounting for its interest in
mineral property whereby initial costs related to the acquisition
of mineral properties are capitalized by property. Exploration
and development costs are expensed as incurred.
Accounting estimates
Preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires
management to make estimates and assumptions that affect the
reported amounts of assets, liabilities, the disclosure of
contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses
during the period. Actual results could differ from those
estimates.
Net loss per share
Net loss per share is computed using the weighted average number
of common shares outstanding during the period. Diluted loss per
share has not been disclosed as the effect of common shares
issuable upon the exercise of options or warrants would be anti-
dilutive.
In February 1997, the FASB issued Statements of Financial
Accounting Standards No. 128 ("SFAS 128"), "Earnings per Share".
SFAS 128 is effective for the fiscal year ending after December
15, 1997. SFAS 128 redefines earnings per share under U.S. GAAP
and replaces primary earnings per share with basic earnings per
share and fully diluted earnings per share with diluted earnings
per share. Net loss per share, as reported, is equal to the net
loss per share based on SFAS 128 for all periods presented.
4. INVESTMENT IN A GRAPHITE PROCESSING JOINT VENTURE
On October 7, 1997, the Company entered into an agreement with Da-
Jung Resource Corp. to acquire 100% of its rights and obligations
pursuant to an "Agreement on Establishment of a Sino Foreign
Equity Joint Venture" with Jixi Liumao Graphite Mine, of
Heilongjiang Province, the People's Republic of China.
Consideration for this agreement was 6,000,000 shares of the
Company's post split common stock, plus $70,000 on the completion
of the offering (Note 11), $50,000 on the exercise of all
warrants and $80,000 one year from the date of the offering or
upon completion of additional financing, whichever comes first.
On November 10, 1997, the Company entered into a formal agreement
with Liumao Graphite Mine to form a joint venture company named
ICC Liumao Graphite Products, Ltd. The purpose of the joint
venture company is to establish value added graphite processing
facilities at the Liumao Mine in China to produce high purity
graphite, expandable graphite, graphite sheet or other graphite
products.
The total investment of the Company in the joint venture company
shall be 80% of anticipated joint venture construction costs of
$28 million and it will obtain an 80% share of the profits over a
thirty year period. The joint venture company is in the process
of applying for regulatory approval, including a business
license, in the People's Republic of China.
The Liumao Graphite Mine is the largest producer of flake
graphite in China and is one of the largest suppliers of graphite
in the world. The mine has been in operation since 1936 and has
graphite reserves of 350 million tons grading approximately 13%
graphite. The anticipated mind life is 100 years and annual
production can be up to 40,000 tons of graphite. The joint
venture agreement calls for the production of 5,000 tons of value
added graphite annually.
The investment in the graphite processing joint venture is valued
at the cost to acquire the rights to enter into the joint venture
plus legal and other costs incurred by the Company to negotiate
the formal joint venture agreement. No capital investment in the
joint venture has been made to date.
5. INTEREST IN MINERAL PROPERTY
On September 22, 1997, the Company entered into an agreement with
Da-Jung Resource Corp., a company controlled by certain directors
of the Company, to acquire 100% of its interests in the Yue-
jinshan-Zianfengbei mineral property, in the Wandashan
mineralization zone of Heilongjiang Province, the People's
Republic of China in exchange for 15,000,000 shares of the
Company's common stock valued at $0.01 per share.
6. LONG-TERM DEBT
<TABLE>
<S> <C>
December 31,
1997
Amount payable to Da-Jung Resources Corp. on acquisition 191,000
of its interest in the graphite processing joint venture
(Note 4)
Current portion (120,000)
71,000
</TABLE>
The long-term debt is unsecured and non-interest bearing and as a
result is recorded on a present value basis. Imputed interest
will be recognized at 8%. It is repayable as described in Note 4.
7. SHARE CAPITAL
On March 15, 1996, at a meeting of the Board of Directors, the
Board approved amending its Articles of Incorporation. These
amendments were approved by a majority vote of stockholders. The
Company authorized changing its authorized common stock of 15,000
shares with $5.00 par value, to 50,000 common shares with par
value $0.01 and 10,000,000 preferred shares with a par value
$.001. The Company also approved a forward stock split on the
basis of 3,500:1, increasing the number of outstanding shares
from 600 to 2,100,000 shares.
On January 17, 1997, at a special meeting of the Shareholders,
the Shareholders approved, effective January 4, 1997, a forward
stock split of 5:1, increasing the number of common shares
outstanding from 2,100,000 common shares to 10,500,000 common
shares outstanding.
On October 31, 1997, at a special meeting of the Shareholders,
the Shareholders approved a reverse stock split of 1:100 thus
reducing the number of common shares outstanding from 25,500,000
shares to 255,000 shares of common stock.
On October 31, 1997, at a special meeting of the Shareholders,
the Shareholders authorized a Regulation D Rule 504 offering a
maximum of 2,300,000 unites at $.10 per unit consisting of one
common share and one warrant exercisable at $.33 per share for
six months.
8. RELATED PARTY TRANSACTIONS
As of December 31, 1997, accounts payable include $16,907 due to
companies controlled by certain directors of the Company. The
amounts are unsecured, interest-free, and do not have fixed
repayment terms.
During the year ended December 31, 1997, the Company entered into
the following transactions with companies controlled by certain
directors of the Company:
<TABLE>
<S> <C>
Rent $3,161
Office 1,519
expenses
Management 3,321
fees
Consultancy 11,144
fee
</TABLE>
The Company has entered into an agreement to lease premises from
a company controlled by certain directors as described in Note 9.
9. COMMITMENTS
On December 8, 1997, the Company entered into a year lease
commitment effective January 1, 1998 for $4,700 plus applicable
operating costs.
10. FINANCIAL INSTRUMENTS
The carrying values of cash, accounts payable and long-term debt
reflected on the balance sheet approximate their respective fair
values.
11. SUBSEQUENT EVENT
On January 27, 1998, the 2,300,000 unit private placement
offering (Note 7) was fully subscribed. The shares were
subscribed for cash of $230,000 and to February 6, 1998 an
additional $115,000 was received on exercise of related warrants.
These funds will be used in part for detailed engineering design
of the Phase I plant construction and to satisfy consideration
owing on the acquisition of the rights to the joint venture.
On January 13, 1998, the Company granted director and employee
stock options on 2,000,000 shares at a price of $2.00 per share
expiring on January 13, 2001.
12. RECENT ACCOUNTING PRONOUNCEMENTS
In June 1997, the FASB issued Statements of Financial Standards
No. 130 ("SFAS 130"), "Reporting Comprehensive Income." SFAS 130
establishes standards for reporting comprehensive income and its
components in a set of general-purpose financial statements that
is displayed with the same prominence as other financial
statements. Comprehensive income, as defined, includes all
changes in equity (net assets) during a period from non-owner
sources, including for example, unrealized gains or losses on
short-term investment securities which are currently excluded
from the result of operations. The disclosures prescribed by SFAS
130 are effective for fiscal years beginning after December 15,
1997. The Company does not expect that adoption of SFAS 130 will
have a material effect on its financial statements.
Also, in June 1997, the FASB issued Statements of Accounting
Standards No. 131 ("SFAS 131"), "Disclosures about Segments of an
Enterprise and Related Information." SFAS 131 establishes new
standards for reporting of information about operating segments.
The disclosures prescribed by SFAS 131 are effective for fiscal
years beginning after December 15, 1997. The Company does not
expect that adoption of SFAS 131 will have a material effect on
the notes to its financial statements.
INTEGRATED CARBONICS CORP.
(Formerly PLR, Inc.)
(A development stage company)
Notes to Unaudited Financial Statements
For the Nine Months Ended September 30, 1998
1. DESCRIPTION OF BUSINESS
The Company was organized on February 23, 1993 under the laws of
the State of Delaware as PLR, Inc. On October 3, 1997, it changed
its name to Integrated Carbonics Corp. and on October 30, 1997,
changed its jurisdiction of incorporation to Nevada.
The Company has signed joint venture agreements for the
construction and operation of graphite processing plants in the
People's Republic of China.
2. DEVELOPMENT STAGE ENTERPRISE
The financial statements have been prepared on the basis of
accounting principles applicable to a going concern which
contemplates the realization of assets and satisfaction of
liabilities in the normal course of business. The Company is a
development stage enterprise and as such has no significant
revenue and is incurring substantial costs in connection with its
investment in a graphite processing joint venture as described in
Note 4. In addition the Company incurred a loss of $317,502 for
the 9 months ended September 30, 1998. Management completed the
offering of 2,300,000 units described in Note 7 and, during the 9-
month period had received cash proceeds of $605,446. The proceeds
of the offering are being used to finance operating costs and
complete the feasibility study for construction of the graphite
facility.
The Company is continuing to incur development expenses, is
deriving no revenues, and has experienced an ongoing deficiency
in working capital. The Company's continued existence is
dependent on its ability to obtain additional financing to
proceed with the joint venture and ultimately to attain
profitable operations from this joint venture or any other joint
ventures it may enter into and develop. In addition management
is engaged in discussions with other prospective investors to
secure additional financing and has engaged an investment banker,
Bridgestream Partners, L.L.C., to arrange financing for the
Company.
3. SIGNIFICANT ACCOUNTING POLICIES
In the opinion of management, these financial statements for the
unaudited interim periods presented herein include all
adjustments (which include only normal recurring adjustments
except as discussed below) necessary to present a fair statement
of the results of operations for such interim periods. Net
operating results for any interim period are not comparable to
the same interim period in previous years, and may not be
indicative of the results expected for the full year.
The financial statements are expressed in US dollars, have been
prepared in accordance with accounting principles generally
accepted in the United States and include the following
significant accounting policies:
Investment in joint ventures
The Company records its investment in joint ventures at cost
until such date as the venturers make their initial capital
contribution. Joint venture investments which are controlled by
the Company are consolidated.
Interest in mineral property
The Company follows the method of accounting for its interest in
mineral property whereby initial costs related to the acquisition
of mineral properties are capitalized by property. Exploration
and development costs are expensed as incurred.
The interest in mineral property will be written down on a
property by property basis when a significant decline in value
that is other than temporary has occurred and will be written off
when a property is abandoned.
Depreciation
Fixed Assets are depreciated on a straight line basis; computer
software is depreciated over 1 year, computer hardware over 2
years, office equipment and furniture are depreciated over 5
years.
Accounting estimates
Preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires
management to make estimates and assumptions that affect the
reported amounts of assets, liabilities, the disclosure of
contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses
during the period. Actual results could differ from those
estimates.
Net loss per share
Net loss per share is computed using the weighted average number
of common shares outstanding during the period. Diluted loss per
share has not been disclosed as the effect of common shares
issuable upon the exercise of options or warrants would be anti-
dilutive.
4. INVESTMENT IN A GRAPHITE PROCESSING JOINT VENTURE
On October 7, 1997, the Company entered into an agreement with Da-
Jung Resource Corp. to acquire 100% of its rights and obligations
pursuant to an "Agreement on Establishment of a Sino Foreign
Equity Joint Venture" with Jixi Liumao Graphite Mine, of
Heilongjiang Province, the People's Republic of China.
Consideration for this agreement was 6,000,000 shares of the
Company's post split common stock, plus $70,000 on the completion
of the offering (Note 11), $50,000 on the exercise of all
warrants and $80,000 one year from the date of the offering or
upon completion of additional financing, whichever comes first.
On November 10, 1997, the Company entered into a formal agreement
with the Liumao Graphite Mine to form a joint venture company
named ICC Liumao Graphite Products, Ltd. The purpose of the
joint venture company is to establish value added graphite
processing facilities at the Liumao Mine in China to produce high
purity graphite, expandable graphite, graphite sheet or other
graphite products.
The total investment of the Company in the joint venture company
shall be 80% of anticipated joint venture construction costs of
$28 million and it will obtain an 80% share of the profits over a
thirty year period. The joint venture has obtained regulatory
approval, including a business license, in the People's Republic
of China.
The Liumao Graphite Mine is the largest producer of flake
graphite in China and is one of the largest suppliers of graphite
in the world. The mine has been in operation since 1936 and has
graphite reserves of 350 million tons grading approximately 13%
graphite. The anticipated mine life is 100 years and annual
production can be up to 40,000 tons of graphite. The joint
venture agreement calls for the production of 5,000 tons of value
added graphite annually.
The investment in the graphite processing joint venture is valued
at the cost to acquire the rights to enter into the joint venture
plus legal and other costs incurred by the Company to negotiate
the formal joint venture agreement. No capital investment in the
joint venture has been made to date. The Company has been
incurring engineering costs in advance of investment in the joint
venture and intends to capitalize these to the joint venture.
5. INTEREST IN MINERAL PROPERTY
On September 22, 1997, the Company entered into an agreement with
Da-Jung Resource Corp., a company controlled by certain directors
of the Company, to acquire 100% of its interest in the Yue-
jinshan-Zianfengbei mineral property, in the Wandashan
mineralization zone of Heilongjiang Province, the People's
Republic of China in exchange for 15,000,000 shares of the
Company's common stock valued at $0.01 per share.
6. LONG-TERM DEBT
<TABLE>
<S> <C>
September 30,
1998
Amount payable to Da-Jung Resources Corp. on $121,000
acquisition of its interest in the graphite processing
joint venture (Note 4)
Current portion (121,000)
$ -
</TABLE>
The long-term debt is unsecured and non-interest bearing and as a
result is recorded on a present value basis. Imputed interest
will be recognized at 8%. It is repayable as described in Note 4
with the exception that on June 16, 1998 postponed its final
repayment date to July 1, 1999.
7. SHARE CAPITAL
On March 15, 1996, at a meeting of the Board of Directors, the
Board approved amending its Articles of Incorporation. These
amendments were approved by a majority vote of the stockholders.
The Company authorized changing its authorized common stock of
15,000 shares with $5.00 par value, to 50,000,000 common shares
with par value $.001 and 10,000,000 preferred shares with a par
value $.001. The Company also approved a forward stock split on
the basis of 3,500:1, increasing the number of outstanding shares
from 600 shares to 2,100,000 shares.
On January 17, 1997, at a special meeting of the Shareholders,
the Shareholders approved, effective January 4, 1997, a forward
stock split of 5:1, increasing the number of common shares
outstanding from 2,100,000 common shares to 10,500,000 common
shares outstanding.
On October 31, 1997, at a special meeting of the Shareholders,
the Shareholders approved a reverse stock split of 1:100 thus
reducing the number of common shares outstanding from 25,500,000
shares to 255,000 shares of common stock.
On October 31, 1997, at a special meeting of the Shareholders,
the Shareholders authorized a Regulation D Rule 504 offering of a
maximum of 2,300,000 units at $.10 per unit consisting of one
common share and one warrant exercisable at $.33 per share for
six months.
8. RELATED PARTY TRANSACTIONS
(d) As of September 30, 1998, accounts payable include $3,929
due to companies controlled by certain directors of the Company.
The amounts are unsecured, interest-free, and do not have fixed
repayment terms.
(e) During the nine months ended September 30, 1998, the Company
entered into the following transactions with companies controlled
by certain directors of the Company:
<TABLE>
<S> <C>
Rent $19,993
Office Expense 5,546
Miscellaneous 2,796
Expense
Management Fee 24,178
Consultancy Fee 9,668
</TABLE>
The Company has entered into an agreement to lease premises from
a company controlled by certain directors as described in Note 9.
9. COMMITMENTS
On December 8, 1997, the Company entered into a one year lease
commitment effective January 1, 1998 for $4,700 plus applicable
operating costs.
On September 1st, 1998, the Company entered into an eighteen
month engagement with Bridgestream Partners Capital LLC. whereby
Bridgestream will, on a best efforts basis, arrange financing for
the Company as it requires. In addition to success fees to be
paid only upon completion of any financing, the Company is
committed to pay retainer fees of $10,000 plus approved expenses.
The contract is cancellable by either party on 30 days written
notice.
10. FINANCIAL INSTRUMENTS
The carrying values of cash, accounts payable and long-term debt
reflected on the balance sheet approximate their respective fair
values.
EXHIBITS
<TABLE>
<S> <C>
Exhibit 2: Articles of Merger
Merger Agreement
Exhibit Articles of Incorporation (Integrated Carbonics Corp.)
3.1
Exhibit By-Laws
3.2
Exhibit 4 Stock Option Plan
Exhibit Underlying Agreements Between Registrant and Da-Jung
10: Resource Corp.
10.1 September 22, 1997 Agreement between Da-Jung Resource Corp.
and PLR, Inc.
10.2 October 7, 1997 Agreement between Da-Jung Resource Corp. and
Integrated Carbonics Corp.
10.3 September 9, 1997 Agreement on Establishment of Sino Equity
Joint Venture, China-Canada Liumao Graphite Products Co.
Ltd.
10.4 November 10, 1997 Equity Joint Venture Agreement between
Liumao Graphite Mine and Integrated Carbonics Corp.
10.5 August, 1997 Cooperative Joint Venture Agreement between
Heilongjiang Geological and mining Technology Development
Corp. and Da-Jung Resource Corp.
Exhibit 16. Letter from Barry L. Friedman, CPA
1
Exhibit 16. Letter from Kurt D. Saliger, CPA
2
Exhibit News Releases
99:
99.1 January 6, 1998 - Joint Venture Partnership Established in
China
99.2 January 14, 1998 - Company Announces Appointments to its
Board of Directors
99.3 January 27, 1998 - Private Placement Closed; Auditors
Appointed
99.4 May 7, 1998 - First Quarter Corporate Development Goals
99.5 May 25, 1998 - Positive Laboratory Test Results
99.6 July 15, 1998 - Detailed Feasibility Study and Pilot Plant
Trials Begin
99.7 July 29, 1998 - ICC Receives Business License in China
99.8 August 12, 1998 - Signs Letter of Intent
99.9 December 9, 1998 - Signs Milestone Agreements in China
</TABLE>
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
Integrated Carbonics Corp.
By:
James Dade Fawcett, President
Articles of Merger of Domestic and Foreign Corporations Into
Integrated Carbonics Corp.
Pursuant to the provisions of the State of Nevada Revised
Statutes, the undersigned domestic and foreign corporations adopt
the following articles of merger for the purpose of merging them
into one of such corporations:
FIRST: The names of the undersigned corporations and the states
under the laws of which they are respectively organized are:
Integrated Carbonics Corp. - Delaware
Integrated Carbonics Corp. - Nevada
SECOND: The laws of the state under which such foreign
corporation is organized permits such a merger.
THIRD: The name of the surviving corporation is Integrated
Carbonics Corp., and it is to be governed by the laws of the
state of Nevada.
FOURTH: The following plan of merger was approved by the
shareholders of the undersigned domestic corporation in the
manner prescribed by the Nevada Revised Statutes, and was
approved by the undersigned foreign corporation in the manner
prescribed by the laws of the state under which it is organized:
Each outstanding share of Integrated Carbonics Corp. Delaware
shall be transferable into an equivalent number of shares of
Integrated Carbonics Corp. Nevada. Following the merger of the
stock of the surviving corporation shall be reverse split on a
100 to 1 basis leaving the corporation with 255,00 shares
outstanding.
FIFTH: As to each of the undersigned corporations, the number of
shares outstanding, and the designation and number of outstanding
shares of each class entitled to vote as a class on such plan,
are as follows:
Integrated Carbonics Corp. - Nevada - No shares outstanding.
Integrated Carbonics Corp. - Delaware - 25,500,000 common shares
issued and outstanding.
SIXTH: As to each of the undersigned corporations, the total
number of shares voted for and against such plan, respectively,
and, as to each class entitled to vote thereon as a class, the
number of shares of such class voted for and against such plan,
respectively, are as follows:
Integrated Carbonics Corp. - Delaware: 15,709,000 common shares
voted in favor of merger and of the reverse split - No votes
against.
Integrated Carbonics Corp. - Nevada: With no shares outstanding,
the sole director and incorporator voted in favor of the merger.
There were no votes against.
SEVENTH: If the surviving corporation is to be governed by the
laws of any other state, such surviving corporation hereby: (a)
agrees that it may be served with process in the state of Nevada
in any proceeding for the enforcement of any obligation of the
undersigned domestic corporation and in any proceeding for the
enforcement of the rights of a dissenting shareholder of such
domestic corporation against the surviving corporation; (b)
irrevocably appoints the secretary of state of Nevada as its
agent to accept service of process in any such proceeding: and
(c) agrees that it will promptly pay to the dissenting
shareholders of such domestic corporation the amount, if any, to
which they shall be entitled under the provisions of the Nevada
Revised Statutes with respect to the rights of dissenting
shareholders.
Dated: 10/31/97
Integrated Carbonics Corp. (Nevada)
By: //ss Shawn F. Hackman
Shawn F. Hackman, Pres. And Sec.
and
Integrated Carbonics Corp.
By: //ss Robert Tyson
Robert Tyson, Vice-President
MERGER AGREEMENT BY AND BETWEEN INTEGRATED
CARBONICS, A NEVADA CORPORATION AND INTEGRATED
CARBONICS CORP. A DELAWARE CORPORATION.
This Agreement between Integrated Carbonics Corp., a Nevada
corporation (herein referred to as "Nevada") and Integrated
Carbonics Corp., a Delaware corporation, (herein referred to as
"Delaware") is entered into this 30th day of October, 1997
(herein referred to as the "Effective Date") in Las Vegas,
Nevada.
This plan of reorganization shall be a reorganization within
the meaning of Section 368(a)(1)(A) of the Internal Revenue Code,
as amended. Delaware shall merge into purchaser pursuant to
agreement of merger where the separate corporation existence of
Delaware shall cease, and shareholders shall receive common stock
of Nevada.
In order to consummate the above plan or reorganization and
in consideration of the mutual benefits to be derived and the
mutual agreements contained herein, Nevada, Delaware and the
shareholders approve and adopt this agreement and plan of
reorganization.
WHEREAS Nevada and Delaware desire to enter into this
Agreement pursuant to the terms and conditions contained herein
and for the sole purpose of redomiciling the corporation into
Nevada;
NOW THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged by the
parties to this Agreement, said parties agree as follows:
1. (a) The Recitals to this Agreement as above stated are
hereby fully incorporated into the terms and conditions of
the Agreement.
(b) On the Effective Date, the separate existence of Delaware
shall cease and Nevada shall continue as the surviving
corporation under the corporate name Integrated Carbonics Corp.
(c) The Articles of Incorporation and Bylaws of the surviving
corporation shall be the Articles of Incorporation and Bylaws of
Nevada in such form as they may exist immediately prior to the
consummation of the Merger. On the effective date, the officers
and directors of Nevada immediately prior to the consummation of
the Merger shall resign and the officers and directors of the
surviving corporation on the effective date shall be the officers
and directors of Delaware immediately prior to the consummation
of the merger.
(d) At the effective date, by virtue of the Merger and without
any action the part of Nevada, the Company, the Surviving
corporation or the holder of any of the following securities:
(i) Each common share of Delaware issued and outstanding
immediately prior to the effective date shall be cancelled and
extinguished and be converted into and become a right to receive
and equal number of Nevada shares. This merger is done solely
for the purpose of redomiciling the corporation and therefore
shares converted shall not become restricted by such reissuance.
(e) Delaware and Nevada are each authorized to be issued
50,000,000 shares.
2. The parties will, upon request of the other party, promptly
execute and deliver all additional documents reasonably deemed by
the other to be necessary, appropriate or desirable to complete
and evidence the sale, assignment and transfer of any Shares
pursuant to this Agreement, including, without limitation, stock
powers endorsed in blank with signatures medallion guaranteed.
3. Each party shall pay its own expenses incurred in connection
with this Agreement, except that all stock transfer taxes, if
any, payable with respect to the transfer of the Shares shall be
paid by Charter.
4. This Agreement may not be modified, amended, altered or
supplemented except upon the execution and delivery of a written
agreement executed by each of the parties.
5. All notices, requests, claims, demands and other
communications shall be in writing and shall be given (and
shall be deemed to have been duly given if so given) if
delivered in person, by cable, telegram or telex, or by
registered or certified mail (postage prepaid, return
receipt requested) to the respective parties as follows:
INTEGRATED CARBONICS CORP.
c/o Shawn F. Hackman, Esq.
1600 East Desert Inn Road, Suite 206-A
Las Vegas, Nevada 89109
6. This Agreement may be executed in two or more counterparts,
and by fax, each of which shall be deemed to be an original,
but all of which together shall constitute one and the same
document.
7. This Agreement shall be governed by and construed in
accordance with the laws of the State of Nevada (regardless
of the laws that might otherwise govern under applicable
Nevada principles of conflicts of law).
8. This Agreement shall be binding upon, inure to the benefit
of, and be enforceable by the successors and assigns of the
parties. Nothing expressed or referred to in this Agreement is
intended or shall be construed to give any person other than the
parties to this Agreement or their respective successors or
assigns any legal or equitable right, remedy or claim under or in
respect of this Agreement or any provision.
9. This Agreement and the documents expressly referred to,
constitute the entire agreement among the parties with respect to
the subject matter.
10. This Agreement shall terminate on the Effective Date unless
all actions required under this Agreement have been fully
performed.
IN WITNESS, the parties have caused this Agreement to be
duly executed and delivered on the day and year first above
written.
INTEGRATED CARBONICS CORP. INTEGRATED CARBONICS CORP.
A Nevada Corporation A Delaware Corporation
//ss Shawn F. Hackman //ss [illegible]
Sole Incorporator and Director [Title unspecified]
Articles of Incorporation
Of
Integrated Carbonics Corp.
Know all men by these present that the undersigned have this
day voluntarily associated ourselves together for the purposes of
forming a corporation under and pursuant to the provisions of
Nevada Revised Statutes 78.010 to Nevada Revised Statutes 78.090
as amended and state and certify that the Articles of
Incorporation are as follows:
First: Name
The name of the corporation is Integrated Carbonics Corp.,
(The "Corporation").
Second Resident Office and Agent
The address of the registered office of this corporation in
the State of Nevada is 1600 East Desert Inn Road, Suite 206A, in
the city of Las Vegas, County of Clark. The name and address of
the corporation's registered agent in the State of Nevada is
Shawn F. Hackman, at said address, until such time as another
agent is duly authorized and appointed by the corporation.
Third: Purpose and Business
The purpose of the corporation is to engage in any lawful
act or activity for which corporations may now or hereafter be
organized under the Nevada Revised Statutes of the State of
Nevada, including, but not limited to the following:
(a) The Corporation may at any time exercise such rights,
privileges, and powers, when not inconsistent with the purposes
and object for which this corporation is organized;
(b) The Corporation shall have power to have succession by
its corporate name in perpetuity, or until dissolved and its
affairs would up according to law;
(c) The Corporation shall have power to sue and be sued in
any court of law or equity;
(d) The Corporation shall have power to make contracts;
(e) The Corporation shall have power to hold, purchase and
convey real and personal estate and to mortgage or lease any such
real and personal estate with its franchises. The power to hold
real and personal estates shall include the power to take the
same by devise or bequest in the State of Nevada, or in any other
state, territory or country;
(f) The Corporation shall have power to appoint such
officers and agents as the affairs of the Corporation shall
requite and allow them suitable compensation;
(g) The Corporation shall have power to make bylaws not
inconsistent with the constitution or laws of the United States,
or of the State of Nevada, for the management, regulation and
government of its affairs and property, the transfer or its
stock, the transaction of its business and the calling and
holding of meetings of and stockholders;
(h) The Corporation shall have the power to wind up and
dissolve itself, or be would up or dissolved;
(i) The Corporation shall have the power to adopt and use a
common seal or stamp, or to not use such seal or stamp and if one
is used, to alter the same. The use of a seal or stamp by the
corporation on any corporate documents is not necessary. The
Corporation may use a seal or stamp, if it desires, but such use
or non-use shall not in any way affect the legality of the
document;
(j) The Corporation shall have the power to borrow money
and contract debts when necessary for the transaction of its
business, or for the exercise of its corporate rights, privileges
or franchises, or for any other lawful purpose of its
incorporation; to issue bonds, promissory notes, bills of
exchange, debentures and other obligations and evidence of
indebtedness, payable at a specified time or times, or payable
upon the happening of a specified event or events, whether
secured by mortgage, pledge or otherwise, or unsecured, for money
borrowed, in payment for property purchased, or acquired, or for
another lawful object;
(k) The Corporation shall have the power to guarantee,
purchase, hold, sell, assign, transfer, mortgage, pledge or
otherwise dispose of the shares of the capital stock of, or any
bonds, securities or evidence in indebtedness created by any
other corporation or corporations in the State of Nevada, or any
other state or government and, while the owner of such stock,
bonds, securities or evidence of indebtedness, to exercise all
the rights, powers and privileges of ownership, including the
right to vote, if any;
(l) The Corporation shall have the power to purchase, hold,
sell and transfer shares of its own capital stock and use
therefore its capital, capital surplus, surplus or other property
or fund;
(m) The Corporation shall have the power to conduct
business, have one or more offices and hold, purchase, mortgage
and convey real and personal property in the State of Nevada and
in any of the several states, territories, possessions and
dependencies of the United States, the District of Columbia and
in any foreign country;
(n) The Corporation shall have the power to do all and
everything necessary and proper for the accomplishment of the
objects enumerated in its Articles of Incorporation, or any
amendments thereof, or necessary or incidental to the protection
and benefit of the Corporation and, in general, to carry on any
lawful business necessary or incidental to the attainment of the
purposes of the Corporation, whether or not such business is
similar in nature to the purposes set forth in the Articles of
Incorporation of the Corporation, or any amendment thereof;
(o) The Corporation shall have the power to make donations
for the public welfare or for charitable, scientific or
educational purposes;
(p) The Corporation shall have the power to enter
partnerships, general or limited, or joint ventures, in
connection with any lawful activities.
Fourth: Capital Stock
1. Classes and Number of Shares. The total number of shares of
all classes of stock, which the corporation shall have authority
to issue is Sixty Million (60,000,000), consisting of Fifty
Million (50,000,000) shares of Common Stock, par value of $0.001
per share (The "Common Stock") and Ten Million (10,000,000)
shares of Preferred Stock, which have a par value of $0.001 per
share (the "Preferred Stock").
2. Powers and Rights of Common Stock.
(a) Preemptive Right. No shareholders of the Corporation
holding common stock shall have any preemptive or other right to
subscribe for any additional un-issued or treasury shares of
stock or for other securities of any class, or for rights,
warrants or options to purchase stock, or for scrip, or for
securities of any kind convertible into stock or carrying stock
purchases warrants or privileges unless so authorized by the
Corporation;
(b) Voting Rights and Powers. With respect to all matters upon
which stockholders are entitled to vote or to which stockholders
are entitled to give consent, the holders of the outstanding
shares of the Common Stock shall be entitled to cast thereon one
(1) vote in person or by proxy for each share of the Common Stock
standing in his/her name;
(c) Dividends and Distributions.
(i) Cash Dividends. Subject to the rights of holders of
Preferred Stock, holders of Common Stock shall be entitled to
receive such cash dividends as may be declared thereon by the
Board of Directors from time to time out of assets of funds of
the Corporation legally available therefor;
(ii) Other Dividends and Distributions. The Board of Directors
may issue shares of the Common Stock in the form of a
distribution or distributions pursuant to a stock dividend or
split-up of the shares of the Common Stock;
(iii) Other Rights. Except as otherwise required by the
Nevada Revised Statutes and as many otherwise be provided in
these Articles of Incorporation, each share of the Common Stock
shall have identical powers, preferences and rights, including
rights in liquidation;
3. Preferred Stock. The powers, preferences, rights,
qualification, limitations and restrictions pertaining to the
Preferred Stock, or any series thereof, shall be such as may be
fixed, from time to time, by the Board of Directors in its sole
discretion, authority to do so being hereby expressly vested in
such board
4. Issuance of the Common Stock and the Preferred Stock. The
Board of Directors of the Corporation may from time to time
authorize by resolution in the issuance of any or all shares of
the Common Stock and the Preferred Stock herein authorized in
accordance with the terms and conditions set forth in these
Articles of Incorporation for such purposes, in such amounts, to
such persons, corporations, or entities, for such consideration
and in the case of the Preferred Stock, in one or more series,
all as the Board of Directors in its discretion may determine and
without any vote or other action by the stockholders, except as
otherwise required by law. The Board of Directors, from time to
time, also may authorize, by resolution, options, warrants and
other rights convertible into Common or Preferred stock
(collectively "securities.") The securities must be issued for
such consideration, including cash, property, or services, as the
Board of Directors may deem appropriate, subject to the
requirement that the value of such consideration be no less than
the par value if the shares issued. Any shares issued for which
the consideration so fixed has been paid or delivered shall be
fully paid stock and the holder of such shares shall not be
liable for any further call or assessment or any other payment
thereon, provided that the actual value of such consideration is
not less that the part value of the shares so issued. The Board
of Directors may issue shares of the Common Stock in the form of
a distribution or distributions pursuant to a stock divided or
split-up of the shares of the Common Stock only to the then
holders of the outstanding shares of the Common Stock.
5. Cumulative Voting. Except as otherwise required by
applicable law, there shall be no cumulative voting on any matter
brought to vote of stockholders of the Corporation.
Fifth: Adoptive Bylaws.
In furtherance and not in limitation of the powers conferred
by statute and subject to Article Sixth hereof, the Board of
Directors is expressly authorized to adopt, repeal, rescind,
alter or amend in any respect the Bylaws of the Corporation (the
"Bylaws").
Sixth: Shareholder Amendment of Bylaws.
Notwithstanding Article Fifth hereof, the bylaws may also be
adopted, repealed, rescinded, altered or amended in any respect
by the stockholders of the Corporation, but only by the
affirmation vote of the holders of not less than a majority of
the voting power of all outstanding shares of voting stock,
regardless of class and voting together as a single voting class.
Seventh: Board of Directors
The business and affairs of the Corporation shall be managed
by and under the direction of the Board of Directors. Except as
may otherwise be provided pursuant to Section 4 or Article Fourth
hereof in connection with rights to elect additional directors
under specified circumstances, which may be granted to the
holders of any class or series of Preferred Stock, the exact
number of directors of the Corporation shall be determined from
time to time by a bylaw or amendment thereto, providing that the
number of directors shall not be reduced to less that one (1).
The directors holding office at the time of the filing of these
Articles of Incorporation shall continue as directors until the
next annual meeting and/or until their successors are duly
chosen.
Eighth: Terms of Board of Directors
Except as otherwise required by applicable law, each
director shall serve for a term ending on the date of the third
Annual Meeting of Stockholders of the Corporation (the "Annual
Meeting") following the Annual Meeting at which such director was
elected. All directors, shall have equal standing.
Notwithstanding the foregoing provisions of this Article
Eighth each director shall serve until his successor is elected
and qualified or until his death, resignation or removal; no
decrease in the authorized number of directors shall shorten the
term of any incumbent director; and additional directors, elected
pursuant to Section 4 or Article Fourth hereof in connection with
rights to elect such additional directors under specified
circumstances, which may be granted to the holders of any class
or series of Preferred Stock, shall not be included in any class,
but shall serve for such term or terms and pursuant to such other
provisions as are specified in the resolution of the Board of
Directors establishing such class or series.
Ninth: Vacancies on Board of Directors
Except as may otherwise be provided pursuant to Section 4 of
Article Fourth hereof in connection with rights to elect
additional directors under specified circumstances, which may be
granted to the holders of any class or series of Preferred Stock,
new created directorships resulting from any increase in the
number of directors, or any vacancies on the Board of Directors
resulting from death, resignation, removal, or other causes,
shall be filled solely by the quorum of the Board of Directors.
Any director elected in accordance with the preceding sentence
shall hold office for the remainder of the full term of directors
in which the new directorship was created or the vacancy occurred
and until such director's successor shall have been elected and
qualified or until such director's death, resignation or removal,
whichever first occurs.
Tenth: Removal of Directors
Except as may otherwise be provided pursuant to Section 4 or
Article Fourth hereof in connection with rights to elect
additional directors under specified circumstances, which may be
granted to the holders of any class or series of Preferred Stock,
any director may be removed from office only for cause and only
by the affirmative vote of the holders of not less than a
majority of the voting power of all outstanding shares of voting
stock entitled to vote in connection with the election of such
director, provided, however, that where such removal is approved
by a majority of the Directors, the affirmative vote of a
majority of the voting power of all outstanding shares of voting
stock entitled to vote in connection with the election of such
director shall be required for approval of such removal. Failure
of any incumbent director to be nominated to serve an additional
term of office shall not be deemed a removal from office
requiring any stockholder vote.
Eleventh: Stockholder Action
Any action required or permitted to be taken by the
stockholders of the Corporation must be effective at a duly
called Annual meeting or at a special meeting of stockholders of
the Corporation, unless such action requiring or permitting
stockholder approval is approved by a majority of the Directors,
in which case such action may be authorized or taken by the
written consent of the holders of outstanding shares of Voting
Stock having not less than the minimum voting power that would be
necessary to authorize or take such action at a meeting of
stockholders at which all shares entitled to vote thereon were
present and voted, provided all other requirements of applicable
law these Articles have been satisfied.
Twelfth: Special Stockholder Meeting
Special meetings of the stockholders of the Corporation for
any purpose or purposes may be called at any time by a majority
of the Board of Directors or by the Chairman of the Board or the
President. Special meeting may not be called by any other person
or persons. Each special meeting shall be held at such date and
time as is requested by the person or persons calling the
meeting, within the limits fixed by law.
Thirteenth: Location of Stockholder Meetings.
Meetings of stockholders of the Corporation may be held
within or without the State of Nevada, as the Bylaws may provide.
The books of the Corporation may be kept (subject to any
provision of the Nevada Revised Statutes) outside the State of
Nevada at such place or places as may be designated from time to
time by the Board of Directors or in the Bylaws.
Fourteenth: Private Property of Stockholders.
The private property of the stockholders shall not be
subject to the payment of corporate debts to any extent whatever
and the stockholders shall not be personally liable for the
payment of the corporation's debts.
Fifteenth: Stockholder Appraisal Rights in Business
Combinations.
To the maximum extent permissible under the Nevada Revised
Statutes of the State of Nevada, the stockholders of the
Corporation shall be entitled to the statutory appraisal rights
provided therein, with respect to any business combination,
involving the Corporation and any stockholder (or any affiliate
or associate of any stockholder), which required the affirmative
vote of the Corporation's stockholders.
Sixteenth: Other Amendments.
The Corporation reserves the right to adopt, repeal,
rescind, alter or amend in any respect any provision contained in
these Articles of Incorporation in the manner now or hereafter
prescribed by applicable law and all rights on stockholders
herein granted subject to this reservation.
Seventeenth: Term of Existence.
The Corporation is to have perpetual existence.
Eighteenth: Liability of Directors
No director of this Corporation shall have personal
liability to the Corporation or any of its stockholders for
monetary damages for breach of fiduciary duty as a director or
officers involving any act or omission of any such director or
officer. The foregoing provision shall not eliminate or limit
the liability of a director (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for
acts of omissions not in good faith or, which involve intentional
misconduct or a knowing violation of law, (iii) under applicable
Sections of the Nevada Revised Statutes, (iv) the payment of
dividends in violation of Section 78.300 of the Nevada Revised
Statutes or, (v) for any transaction from which the director
derived an improper personal benefit. Any repeal or modification
of this Article by the stockholders of the Corporation shall be
prospective only and shall not adversely affect any limitation on
the personal liability of a director or officer of the
Corporation for acts or omissions prior to such repeal or
modification.
Nineteenth: Name and Addresses of first Directors and
Incorporators.
The name and addresses of the Incorporator of the
Corporation and the Director of the Board of Directors of the
Corporation which shall be one (1) in number is as follows:
Sole Incorporator
President/Director #1
Shawn F. Hackman, Esq.
1600 East Desert In Road, #206A
Las Vegas, Nevada 89109
I, Shawn F. Hackman, being the director and incorporator
herein before named, for the purpose of forming a corporation
pursuant to the Nevada Revised Statutes of the State of Nevada,
do make these Articles, hereby declaring and certifying that this
is my act and deed and facts herein stated are true and
accordingly have hereunto set my hand this 9th day of October
1997.
By: //ss Shawn F. Hackman
Shawn F. Hackman
Verification
State of Nevada )
) SS
County of Clark )
)
On this 9th day of October 1997, before me, the undersigned,
a Notary Public in and for said State, personally appeared Shawn
F. Hackman personally know to me (or proved to me on the basis of
satisfactory evidence) to be the person who subscribed his name
to the Articles of Incorporation and acknowledged to me that he
executed the same freely and voluntarily and for the use and
purposes therein mentioned.
By: //ss Bridget E. Richards
Notary Public in and for
said County
and State
STATE OF NEVADA
SECRETARY OF STATE
CERTIFICATE OF ACCEPTANCE OF APPOINTMENT
BY RESIDENT AGENT
IN THE MATTER OF Integrated Carbonics Corp., a Nevada
corporation, Shawn F. Hackman, with the address at 1600 East
Desert Inn Road, #206A, Las Vegas, 89109, County of Clark, State
of Nevada hereby accepts the appointment as Resident Agent of the
above-entitled corporation in accordance with NRS 78.090.
IN WITNESS WHEREOF, I have hereunto set my hands this 9th day of
October 1997.
//ss Shawn F. Hackman
Authorized Signatory
BYLAWS
OF
A Nevada Corporation
ARTICLE I
Offices
Section 1. The registered office of this corporation shall
be in the County of Clark, State of Nevada.
Section 2. The corporation may also have offices at such
other places both within and without the State of Nevada as the
Board of Directors may from time to time determine or the
business of the corporation may require.
ARTICLE II
Meetings of Stockholders
Section 1. All annual meetings of the stockholders shall be
held at the registered office of the corporation or at such other
place within or without the State of Nevada as the directors
shall determine. Special meetings of the stockholders may be
held at such time and place within or without the State of Nevada
as shall be stated in the notice of the meeting, or in a duly
executed waiver of notice thereof.
Section 2. Annual meetings of the stockholders, commencing
with the year , shall be held on the day of each year
if not a legal holiday and, if a legal holiday, then on the next
secular day following, or at such other time as may be set by the
Board of Directors from time to time, at which the stockholders
shall elect by vote a Board of Directors and transact such other
business as may properly be brought before the meeting.
Section 3. Special meetings of the stockholders, for any
purpose or purposes, unless otherwise prescribed by statute or by
the Articles of incorporation, may be called by the President or
the Secretary by resolution of the Board of Directors or at the
request in writing of stockholders owning a majority in amount of
the entire capital stock of the corporation issued and
outstanding and entitled to vote. Such request shall state the
purpose of the proposed meeting.
Section 4. Notices of meetings shall be in writing and
signed by the President or a Vice-President or the Secretary or
an Assistant Secretary or by such other person or persons as the
directors shall designate. Such notice shall state the purpose
or purposes for which the meeting is called and the time and the
place, which may be within or without this State, where it is to
be held. A copy of such notice shall be mailed, postage
prepaid, to each stockholder of record entitled to vote at such
meeting not less than ten nor more than sixty days before such
meeting. If mailed, it shall be directed to a stockholder at
his address as it appears upon the records of the corporation
and upon such mailing of any such notice, the service thereof
shall be complete and the time of the notice shall begin to run
from the date upon which such notice is deposited in the mail for
transmission to such stockholder. Personal delivery of any such
notice to any officer of a corporation, association, or to any
member of a partnership shall constitute delivery of such notice
to such corporation, association or partnership. In the event of
the transfer of stock after delivery of such notice of and prior
to the holding of the meeting it shall not be necessary to
deliver or mail notice of the meeting to the transferee.
Section 5. Business transacted at any special meeting of
stockholders shall be limited to the purposes stated in the
notice.
Section 6. The holders of a majority of the stock issued
and outstanding and entitled to vote thereat, present in person
or represented by proxy, shall constitute a quorum at all
meetings of the stockholders for the transaction of business
except as otherwise provided by statute or by the Articles of
Incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders
entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a
quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at
the meeting as originally notified.
Section 7. When a quorum is present or represented at any
meeting, the vote of the holders of a majority of the stock
having voting power present in person or represented by proxy
shall be sufficient to elect directors or to decide any question
brought before such meeting, unless the question is one upon
which by express provision of the statutes or of the Articles of
Incorporation, a different vote is required in which case such
express provision shall govern and control the decision of such
question.
Section 8. Each stockholder of record of the corporation
shall be entitled at each meeting of stockholders to one vote for
each share of stock standing in his name on the books of the
corporation. Upon the demand of any stockholder, the vote for
directors and the vote upon any question before the meeting shall
be by ballot.
Section 9. At any meeting of the stockholders any
stockholder may be represented and vote by a proxy or proxies
appointed by an instrument in writing. In the event that any
such instrument in writing shall designate two or more persons to
act as proxies, a majority of such persons present at the
meeting, or if only one shall be present, than that one shall
have and may exercise all of the powers conferred by such written
instrument upon all of the persons so designated unless the
instrument shall otherwise provide. No proxy or power of
attorney to vote shall be used to vote at a meeting of the
stockholders unless it shall have been filed with the secretary
of the meeting when required by the inspectors of election. All
questions regarding the qualification of voters, the validity of
proxies and the acceptance or rejection of votes shall be decided
by the inspectors of election who shall be appointed by the Board
of Directors, or if not so appointed, then by the presiding
officer of the meeting.
Section 10. Any action which may be taken by the vote of
the stockholders at a meeting may be taken without a meeting if
authorized by the written consent of stockholders holding at
least a majority of the voting power, unless the provisions of
the statutes or of the Articles of Incorporation require a
greater proportion of voting power to authorize such action in
which case such greater proportion of written consents shall be
required.
ARTICLE III
Directors
Section 1. The business of the corporation shall be managed
by the Board of Directors which may exercise all such powers of
the corporation and do all such lawful acts and things as are not
by statute or by the Articles of Incorporation or by these Bylaws
directed or required to be exercised or done by the stockholders.
Section 2. The number of directors which shall constitute
the whole board shall be ( ). The number of
directors may from time to time be increased or decreased to not
less than one nor more than fifteen by action of the Board of
Directors. The directors shall be elected at the annual meeting
of the stockholders and except as provided in Section 2 of this
Article, each director elected shall hold office until his
successor is elected and qualified. Directors need not be
stockholders.
Section 3. Vacancies in the Board of Directors including
those caused by an increase in the number of directors, may be
filled by a majority of the remaining directors, though less than
a quorum, or by a sole remaining director, and each director so
elected shall hold office until his successor is elected at an
annual or a special meeting of the stockholders. The holders of
a two-thirds of the outstanding shares of the stock entitles to
vote may at any time peremptorily terminate the term of office of
all or any of the directors by vote at a meeting called for such
purpose or by a written statement filed with the secretary or, in
his absence, with any other officer. Such removal shall be
effective immediately, even if successors are not elected
simultaneously and the vacancies on the Board of Directors
resulting therefrom shall be filled only by the stockholders.
A vacancy or vacancies in the Board of Directors shall be
deemed to exist in case of the death, resignation or removal of
any directors, or if the authorized number of directors be
increased, or if the stockholders fail at any annual or special
meeting of stockholders at which any director or directors are
elected to elect the full authorized number of directors to be
voted for at that meeting.
The stockholders may elect a director or directors at any
time to fill any vacancy or vacancies not filled by the
directors. If the Board of Directors accepts the resignation of
a director tendered to take effect at a future time, the Board or
the stockholders shall have power to elect a successor to take
office when the resignation is to become effective.
No reduction of the authorized number of directors shall
have the effect of removing any director prior to the expiration
of his term of office.
ARTICLE IV
Meetings of the Board of Directors
Section 1. Regular meetings of the Board of Directors shall
be held at any place within or without the State which has been
designated from time to time by resolution of the Board or by
written consent of all members of the Board. In the absence of
such designation regular meetings shall be held at the registered
office of the corporation. Special meetings of the Board may be
held either at a place so designated or at the registered office.
Section 2. The first meeting of each newly elected Board of
Directors shall be held immediately following the adjournment of
the meeting of stockholders and at the place thereof. No notice
of such meeting shall be necessary to the directors in order
legally to constitute the meeting, provided a quorum be present.
In the event such meeting is not so held, the meeting may be held
at such time and place as shall be specified in a notice given as
hereinafter provided for special meetings of the Board of
Directors.
Section 3. Regular meetings of the Board of Directors may
be held without call or notice at such time and at such place as
shall from time to time be fixed and determined by the Board of
Directors.
Section 4. Special meetings of the Board of Directors may
be called by the Chairman of the President or by any Vice-
President or by any two directors.
Written notice of the time and place of special meetings
shall be delivered personally to each director, or sent to each
director by mail or by either form of written communication,
charges prepaid, addressed to him at his address as it is shown
upon the records or is not readily ascertainable, at the place in
which the meetings of the directors are regularly held. In case
such notice is mailed or telegraphed, it shall be deposited in
the United States mail or delivered to the telegraph company at
least forty-eight (48) hours prior to the time of the holding of
the meeting. In case such notice is delivered as above provided,
it shall be so delivered at least twenty-four (24) hours prior to
the time of the holding of the meeting. Such mailing,
telegraphing or delivery as above provided shall be due, legal
and personal notice to such director.
Section 5. Notice of the time and place of holding an
adjourned meeting need not be given to the absent directors if
the time and place be fixed at the meeting adjourned.
Section 6. The transactions of nay meeting of the Board of
Directors, however called and noticed or wherever held, shall be
as valid as though had at a meeting duly held after regular call
and notice, if a quorum be present, and if, either before or
after the meeting, each of the directors not present signs a
written waiver of notice, or a consent to holding such meeting,
or an approval of the minutes thereof. All such waivers,
consents or approvals shall be filed with the corporate records
or made a part of the minutes of the meeting.
Section 7. A majority of the authorized number of directors
shall be necessary to constitute a quorum for the transaction of
business, except to adjourn as hereinafter provided. Every act
or decision done or made by a majority of the directors present
at a meeting duly held at which a quorum is present shall be
regarded as the act of the Board of Directors, unless a greater
number be required by law or by the Articles of Incorporation.
Any action of a majority, although not at a regularly called
meeting, and the record thereof, if assented to in writing by all
of the other members of the Board shall be as valid and effective
in all respects as if passed by the Board in regular meeting.
Section 8. A quorum of the directors may adjourn any
directors meeting to meet again at a stated day and hour;
provided, however, that in the absence of a quorum, a majority of
the directors present at any directors meeting, either regular or
special, any adjourn from time to time until the time fixed for
the next regular meeting of the Board.
ARTICLE V
Committees of Directors
Section 1. The Board of Directors may, by resolution
adopted by a majority of the whole Board, designate one or more
committees of the Board of Directors, each committee to consist
of two or more of the directors of the corporation which, to the
extent provided in the resolution, shall have and may exercise
the power of the Board of Directors in the management of the
business and affairs of the corporation and may have power to
authorize the seal of the corporation to be affixed to all papers
which may require it. Such committee or committees shall have
such name or names as may be determined from time to time by the
Board of Directors. The members of any such committee present at
any meeting and not disqualified from voting may, whether or not
they constitute a quorum, unanimously appoint another member of
the Board of Directors to act at the meeting in the place of any
absent or disqualified member. At meetings of such committees, a
majority of the members or alternate members shall constitute a
quorum for the transaction of business, and the act of a majority
of the members or alternate members at any meeting at which there
is a quorum shall be the act of the committee.
Section 2. The committees shall keep regular minutes of
their proceedings and report the same to the Board of Directors.
Section 3. Any action required or permitted to be taken at
any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting if a written consent thereto is
signed by all members of the Board of Directors or of such
committee, as the case may be, and such written consent is filed
with the minutes of proceedings of the Board of Directors.
ARTICLE VI
Compensation of Directors
Section 1. The directors may be paid their expenses of
attendance at each meeting of the Board of Directors and may be
paid a fixed sum for attendance at each meeting of the Board of
Directors or a stated salary as director. No such payment shall
preclude any director from serving the corporation in any other
capacity and receiving compensation therefor. Members of special
or standing committees may be allowed like reimbursement and
compensation for attending committee meetings.
ARTICLE VII
Notices
Section 1. Notices to directors and stockholders shall be
in writing and delivered personally or mailed to the directors or
stockholders at their addresses appearing on the books of the
corporation. Notice by mail shall be deemed to be given at the
time when the same shall be mailed. Notice to directors may also
be given by telegram.
Section 2. Whenever all parties entitled to vote at any
meeting, whether of directors or stockholders, consent, either by
a writing on the records of the meeting or filed with the
secretary, or by presence at such meeting and oral consent
entered on the minutes, or by taking part in the deliberations at
such meeting without objection, the doings of such meeting shall
be as valid as if had at a meeting regularly called and noticed,
and at such meeting any business may be transacted which is not
excepted from the written consent or to the consideration of
which no objection for want of notice is made at the time, and if
any meeting be irregular for want at such meeting, the
proceedings of said meeting may be ratified and approved and
rendered likewise valid and the irregularity or defect therein
waived by a writing signed by all parties having the right to
vote at such meeting; and such consent or approval of
stockholders may be by proxy or attorney, but all such proxies
and powers of attorney must be in writing.
Section 3. Whenever any notice whatever is required to be
given under the provisions of the statutes, of the Articles of
Incorporation or of these Bylaws, a waiver thereof in writing,
signed by the person or persons entitled to said notice, whether
before or after the time stated therein, shall be deemed
equivalent thereto.
ARTICLE VIII
Officers
Section 1. The officers of the corporation shall be chosen
by the Board of Directors and shall be a President, a Secretary
and a Treasurer. Any person may hold two or more offices.
Section 2. The Board of Directors at its first meeting
after each annual meeting of stockholders shall choose a Chairman
of the Board who shall be a director, and shall choose a
President, a Secretary and a Treasurer, none of whom need be
directors.
Section 3. The Board of Directors may appoint a Vice-
Chairman of the Board, Vice-Presidents and one or more Assistant
Secretaries and Assistant Treasurers and such other officers and
agents as it shall deem necessary who shall hold their offices
for such terms and shall exercise such powers and perform such
duties as shall be determined from time to time by the Board of
Directors.
Section 4. The salaries and compensation of all officers of
the corporation shall be fixed by the Board of Directors.
Section 5. The officers of the corporation shall hold
office at the pleasure of the Board of Directors. Any officer
elected or appointed by the Board of Directors may be removed at
any time by the Board of Directors. Any vacancy occurring in any
office of the corporation by death, resignation, removal or
otherwise shall be filled by the Board of Directors.
Section 6. The Chairman of the Board shall preside at
meetings of the stockholders and the Board of Directors, and
shall see that all orders and resolutions of the Board of
Directors are carried into effect.
Section 7. The Vice-Chairman shall, in the absence or
disability of the Chairman of the Board, perform the duties and
exercise the powers of the Chairman of the Board and shall
perform such other duties as the Board of Directors may from time
to time prescribe.
Section 8. The President shall be the chief executive
officer of the corporation and shall have active management of
the business of the corporation. He shall execute on behalf of
the corporation all instruments requiring such execution except
to the extent designated by the Board of Directors to some other
officer or agent of the corporation.
Section 9. The Vice-President shall act under the direction
of the President and in the absence or disability of the
President shall perform the duties and exercise the powers of the
President. They shall perform such other duties and have such
other powers as the President or the Board of Directors may from
time to time prescribe. The Board of Directors may designate one
or more Executive Vice-Presidents or may otherwise specify the
order of seniority of the Vice-Presidents. The duties and powers
of the President shall descend to the Vice-Presidents in such
specified order of seniority.
Section 10. The Secretary shall act under the direction of
the President. Subject to the direction of the President he
shall attend all meetings of the Board of Directors and all
meetings of the stockholders and record the proceedings. He
shall perform like duties for the standing committees when
required. He shall give, or cause to be given, notice of all
meetings of the stockholders and special meetings of the Board of
Directors, and shall perform such other duties as may be
prescribed by the President or the Board of Directors.
Section 11. The Assistant Secretaries shall act under the
direction of the President. In order of their seniority, unless
otherwise determined by the President or the Board of Directors,
they shall, in the absence or disability of the Secretary,
perform the duties and exercise the powers of the Secretary.
They shall perform such other duties and have such other powers
as the President or the Board of Directors may form time to time
prescribe.
Section 12. The Treasurer shall act under the direction of
the President. Subject to the direction of the President he
shall have custody of the corporate funds and securities and
shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall
deposit all monies and other valuable effects in the name and to
the credit of the corporation in such depositories as may be
designated by the Board of Directors. He shall disburse the
funds of the corporation as may be ordered by the President or
the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of
Directors, at its regular meetings, or when the Board of
Directors so requires, an account of all his transactions as
Treasurer and of the financial condition of the corporation.
Section 13. If required by the Board of Directors, he shall
give the corporation a bond in such sum and with such surety or
sureties as shall be satisfactory to the Board of Directors for
the faithful performance of the duties of his office and for the
restoration to the corporation, in case of his death,
resignation, retirement or removal from office, of all books,
papers, vouchers, money and other property of whatever kind in
his possession or under his control belonging to the corporation.
Section 14. The Assistant Treasurer in the order of their
seniority, unless otherwise determined by the President or the
Board of Directors, shall, in the absence or disability of the
Treasurer, perform the duties and exercise the powers of the
Treasurer. They shall perform such other duties and have such
other powers as the President or the Board of Directors may from
time to time prescribe.
ARTICLE IX
Certificates of Stock
Section 1. Every stockholder shall be entitled to have a
certificate signed by the President or a Vice-President and
the Treasurer or an Assistant Treasurer, or the Secretary or
an Assistant Secretary of the corporation, certifying the
number of shares owned by him in the corporation. If the
corporation shall be authorized to issue more than one class
of stock or more than one series of any class, the
designations, preferences and relative, participating,
optional or other special rights of the various classes of
stock or series thereof and the qualifications, limitations
or restrictions of such rights, shall be set forth in full
or summarized on the face or back of the certificate which
the corporation shall issue to represent such stock.
Section 2. If a certificate is signed (a) by a transfer
agent other than the corporation or its employees or (b) by a
registrar other than the corporation or its employees, the
signatures of the officers of the corporation may be facsimiles.
In case any officer who has signed or whose facsimile signature
has been placed upon a certificate shall cease to be such officer
before such certificate is issued, such certificate may be issued
with the same effect as though the person had not ceased to be
such officer. The seal of the corporation, or a facsimile
thereof, may, but need not be, affixed to certificates of stock.
Section 3. The Board of Directors may direct a new
certificate or certificates to be issued in place of any
certificate or certificates theretofore issued by the corporation
alleged to have been lost or destroyed upon the making of an
affidavit of that fact by the person claiming the certificate of
stock to be lost or destroyed. When authorizing such issue of a
new certificate or certificates, the Board of Directors may, in
its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost or destroyed certificate
or certificates, or his legal representative, to advertise the
same in such manner as it shall require and/or give the
corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the corporation with
respect to the certificate alleged to have been lost or
destroyed.
Section 4. Upon surrender to the corporation or the
transfer agent of the corporation of a certificate for shares
duly endorsed or accompanied by proper evidence of succession,
assignment or authority to transfer, it shall be the duty of the
corporation, if it is satisfied that all provisions of the laws
and regulations applicable to the corporation regarding transfer
and ownership of shares have been complied with, to issue a new
certificate to the person entitled thereto, cancel the old
certificate and record the transaction upon its books.
Section 5. The Board of Directors may fix in advance a date
not exceeding sixty (60) days nor less than ten (10) days
preceding the date of any meeting of stockholders, or the date
for the payment of any dividend, or the date for the allotment of
rights, or the date when any change or conversion or exchange of
capital stock shall go into effect, or a date in connection with
obtaining the consent of stockholders for any purpose, as a
record date for the determination of the stockholders entitled to
notice of and to vote at any such meeting, and any adjournment
thereof, or entitled to receive payment of any such dividend, or
to give such consent, and in such case, such stockholders, and
only such stockholders as shall be stockholders of record on the
date so fixed, shall be entitled to notice of and to vote at such
meeting, or any adjournment thereof, or to receive payment of any
such dividend, or to receive such allotment of rights, or to
exercise such rights, or to give such consent, as the case may
be, notwithstanding any transfer of any stock on the books of the
corporation after any such record date fixed as aforesaid.
Section 6. The corporation shall be entitled to recognize
the person registered on its books as the owner of shares to be
the exclusive owner for all purposes including voting and
dividends, and the corporation shall not be bound to recognize
any equitable or other claim to or interest in such share or
shares on the part of any other person, whether or not it shall
have express or other notice thereof, except as otherwise
provided by the laws of Nevada.
ARTICLE X
General Provisions
Section 1. Dividends upon the capital stock of the corporation,
subject to the provisions of the Articles of Incorporation,
if any, may be declared by the Board of Directors at any
regular or special meeting, pursuant to law. Dividends may
be paid in cash, in property or in shares of the capital
stock, subject to the provisions of the Articles of
Incorporation.
Section 2. Before payment of any dividend, there may be set
aside out of any funds of the corporation available for dividends
such sum or sums as the directors from time to time, in their
absolute discretion, think proper as a reserve or reserves to
meet contingencies, or for equalizing dividends or for repairing
or maintaining any property of the corporation or for such other
purpose as the directors shall think conducive to the interest of
the corporation, and the directors may modify or abolish any such
reserve in manner in which it was created.
Section 3. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such
other person or persons as the Board of Directors may from time
to time designate.
Section 4. The fiscal year of the corporation shall be
fixed by resolution of the Board of Directors.
Section 5. The corporation may or may not have a corporate
seal, as may from time to time be determined by resolution of the
Board of Directors. If a corporate seal is adopted, it shall
have inscribed thereon the name of the corporation and the words
"Corporate Seal" and "Nevada". The seal may be used by causing
it or a facsimile thereof to be impressed or affixed or in any
manner reproduced.
ARTICLE XI
Indemnification
Every person who was or is a party or is threatened to be made a
party to or is involved in any action, suit or proceeding,
whether civil, criminal, administrative or investigative, by
reason of the fact that he or a person of whom he is the
legal representative is or was a director or officer of the
corporation or is or was a director or officer of the
corporation or is or was serving at the request of the
corporation or for its benefit as a director or officer of
another corporation, or as its representative in a
partnership, joint venture, trust or other enterprise, shall
be indemnified and held harmless to the fullest extent
legally permissible under the General Corporation Law of the
State of Nevada from time to time against all expenses,
liability and loss (including attorneys' fees, judgments,
fines and amounts paid or to be paid in settlement)
reasonably incurred or suffered by him in connection
therewith. The expenses of officers and directors incurred
in defending a civil or criminal action, suit or proceeding
must be paid by the corporation as they are incurred and in
advance of the final disposition of the action, suit or
proceeding upon receipt of an undertaking by or on behalf of
the director or officer to repay the amount if it is
ultimately determined by a court of competent jurisdiction
that he is not entitled to be indemnified by the
corporation. Such right of indemnification shall be a
contract right which may be enforced in any manner desired
by such person. Such right of indemnification shall not be
exclusive of any other right which such directors, officers
or representatives may have or hereafter acquire and,
without limiting the generality of such statement, they
shall be entitled to their respective rights of
indemnification under any bylaw, agreement, vote of
stockholders, provision of law or otherwise, as well as
their rights under this Article.
The Board of Directors may cause the corporation to purchase
and maintain insurance on behalf of any person who is or who was
a director or officer of the corporation, or is or was serving at
the request of the corporation as a director or officer of
another corporation, or as its representative in a partnership,
joint venture, trust or other enterprise against any liability
asserted against such person and incurred in any such capacity or
arising out of such status, whether or not the corporation would
have the power to indemnify such person.
The Board of Directors may from time to time adopt further
Bylaws with respect to indemnification and may amend these and
such Bylaws to provide at all times the fullest indemnification
permitted by the General Corporation Law of the State of Nevada.
ARTICLE XII
Amendments
Section 1. The Bylaws may be amended by a majority vote of all
the stock issued and outstanding and entitled to vote at any
annual or special meeting of the stockholders, provided
notice of intention to amend shall have been contained in
the notice of the meeting.
Section 2. The Board of Directors by a majority vote of the
whole Board at any meeting may amend these Bylaws, including
Bylaws adopted by the stockholders, but the stockholders may from
time to time specify particular provisions of the Bylaws which
shall not be amended by the Board of Directors.
APPROVED AND ADOPTED this day of , 19 .
Secretary
CERTIFICATE OF SECRETARY
I hereby certify that I am the Secretary of
, and that the foregoing Bylaws, consisting of pages,
constitute the code of Bylaws of
, as duly adopted as a regular meeting of the
Board of Directors of the corporation held , 19
.
Secretary
INTEGRATED CARBONICS CORP.
(the "Corporation")
1998 STOCK OPTION PLAN
Purpose of the Plan
The purpose of the plan is to provide certain directors, officers
and key employees of, and certain other persons who provide
services to, the Corporation and its Subsidiaries with an
opportunity to purchase Common Shares and to benefit from
any appreciation in the value thereof. This will provide an
increased incentive for these individuals to contribute to
the future success and prosperity of the Corporation, thus
enhancing the value of the Common Shares for the benefit of
all the shareholders and increasing the ability of the
Corporation and its Subsidiaries to attract and retain
skilled and motivated individuals in the service of the
Corporation.
Defined Terms
Where used herein, the following terms shall have the
following meanings, respectively:
(a) "Board" means the board of directors of the Corporation;
(b) "Common Shares" means the common shares of the Corporation
or, in the event of an adjustment contemplated by Article 6
hereof, such other Common Shares to which a Participant may be
entitled upon the exercise of an Option as a result of such
adjustment;
(c) "Corporation" means Integrated Carbonics Corp. and includes
any successor corporation thereof;
(d) "Exchange" means OTC Bulletin Board or, if the Common Shares
are not then listed and posted for trading on the OTC Bulletin
Board, on such stock exchange on which such shares are listed and
posted for trading as may be selected for such purpose by the
Board;
(e) "Market Price" per Common Share at any date shall be $2.00
per share;
(f) "Option" means an option to purchase Common Shares granted
by the Board of Participants, subject to the provisions contained
herein;
(g) "Option Price" means the price per share at which Common
Shares may be purchased under the Option, as the same may be
adjusted in accordance with Articles 4 and 6 hereof;
(h) "Participants" means certain directors, officers and key
employees of, and certain other persons who provide services to,
the Corporation to whom Options are granted and which Options or
a portion thereof remain unexercised;
(i) "Plan" means the 1998 Stock Option Plan of the Corporation,
as the same may be amended or varied from time to time; and
(j) "Subsidiary" means any corporation which is controlled by
the Corporation.
3. Administration of the Plan
3.1 The Plan shall be administered by the Board. The
Corporation shall effect the grant of Options under the Plan, in
accordance with determinations made by the Board, pursuant to the
provisions of the Plan, as to those individuals eligible to be
Participants and the number of Common Shares which shall be the
subject of each Option, by the execution and delivery of a stock
option agreement in such form which is consistent with the
provisions of the Plan as may be approved by the Board.
3.2 The Board may, from time to time, adopt such rules and
regulations for administering the Plan as it may deep proper and
in the best interest of the Corporation any may, subject to the
applicable law, delegate its powers hereunder to administer the
Plan to a committee of the Board.
Granting of Options
4.1 The Board from time to time may grant Options to certain
individuals eligible to be Participants. The grant of Options
will be subject to the conditions contained herein and my be
subject to additional conditions determined by the Board from
time to time.
4.2 The aggregate number of Common Shares reserved for issuance
under the Plan must not exceed 20% of the issued and outstanding
Common Shares of the Company (on a non-diluted basis). The
aggregate number of Common Shares reserved for issuance to any
one person under the Plan must not exceed 5% of the issued and
outstanding Common Shares of the Company (on a non-diluted
basis). The Common Shares in respect of which Options are not
exercised shall be available for subsequent options. No
fractional shares may be purchased or issued hereunder.
4.3 The Option Price shall be calculated by the Board and shall
be minimum of the Market Price less a discount as deemed
appropriate by the Board of Directors subject always to
regulatory requirements.
4.4 An Option must be exercised within a period of five years
from the date of the granting of the Option. The limitation
period or periods within this five year period during which an
Option or a portion thereof may be exercised by a Participant
shall be determined by the Board.
Exercise of Option
Subject to the provisions of the Plan and the terms of the
granting of the Option, an Option or a portion thereof may be
exercised from time to time by delivery to the Corporation at its
head office of a notice in writing signed by the Participant or
the Participant's legal personal representative and addressed to
the Corporation. This notice shall state the intention of the
Participant or the Participant's legal personal representative to
exercise the said Option or a portion thereof, the number of
Common Shares in respect of which the Option is then being
exercised, and must be accompanied by payment in full of the
Option Price for the Common Shares which are the subject of the
exercise.
Adjustment in Shares
6.1 Appropriate adjustments in the number of Common Shares
subject to the Plan and, as regards Options granted or to be
granted, in the number of Common Shares optioned and in the
Option Price, shall be made by the Board to give effect to
adjustments in the number of Common Shares resulting from
subdivisions, consolidations or reclassification of the Common
Shares or other relevant changes in the authorized or issued
capital of the Corporation.
6.2 Options granted to Participants hereunder are non-assignable
and, except in the case of the death of a Participant (which is
provided for in Section 8), are exercisable only by the
Participant to whom the Options have been granted; provided that
subject to the prior approval of the Board and the Exchange an
Option may be assigned to a corporation controlled by the
Participant and 100% beneficially owned by the Participant and
his spouse or children, which control and ownership shall
continue for as long as any part of the Option remains
unexercised.
Decisions of the Board
7.1 All decisions and interpretations of the Board respecting
the Plan or Options granted thereunder shall be conclusive and
binding on the Corporation and the Participants and their
respective legal personal representative and on all the
directors, officers, employees and other persons eligible under
the provisions of the Plan to participate therein.
Termination of Employment/Death
8.1 If a participant ceases to be a director, officer, employee
or person providing services to the Corporation (other than
death), he may within 30 days following his ceasing to be a
director, officer, employee or person providing services to the
Corporation, exercise his Option to the extent that he was
entitled to exercise it at the date of such cessation.4
8.2 In the event of the death of a Participant, the Option
previously granted to him shall be exercisable only within twelve
months following such death and then only:
(a) by the person or persons to whom the Participant's rights
under the Option shall pass by the Participant's will or the laws
of descent and distribution; and
(b) if and to the extent that he was entitled to exercise the
Option at the date of this death.
8.3 The Plan does not confer upon a Participant any right with
respect to continuation of employment by the Corporation or any
Subsidiary, nor does it interfere in any way with the right of
the Participant or the Corporation to terminate the Participant's
employment at any time.
8.4 Options shall not be affected by any change of employment of
the Participant where the Participant continues to be employed by
the Corporation or any of its subsidiaries.
Effect of Takeover Bid
9.1 If a bona fide offer (the "Offer") for Common Shares is made
to the Participant or to shareholders generally or to a class of
shareholders which includes the Participant or shareholders
generally or to a class of shareholders which includes the
Participant, which Offer, if accepted in whole or part, would
result in the offeror exercising control over the Corporation,
then the Corporation shall, immediately upon receipt of notice of
the Offer, notify each Participant currently holding an Option of
the Offer, with full particulars thereof; whereupon, such Option
may be exercised in whole or in part by the Participant so as to
permit the Participant to tender the Common Shares received upon
such exercise (the "Optional Shares") pursuant to the Offer. If:
(c) the Offer is not completed within the time specified
therein; or
(d) the Participant does not tender the Optional Shares pursuant
to the Offer; or
(e) all of the Optioned Shares tendered by the Participant
pursuant to the Offer are not taken up and paid for by the
offeror in respect thereof;
then the Optioned Shares or, in the case of clause (c) above, the
Optioned Shares that are not taken up and paid for shall be
returned by the Participant to the Corporation and reinstated as
authorized but unissued Common Shares and the terms of the Option
as set forth in the Plan shall again apply to the Option. If any
Optioned Shares are returned to the Corporation under this
Section, the Corporation shall refund the exercise price to the
Optionee for such Optioned Shares. In no event shall the
Participant be entitled to sell the Optioned Shares otherwise
than pursuant to the Offer.
Effect of Amalgamation, Consolidation or Merger
10.1 If the Corporation amalgamates, consolidates with or merges
with or into another corporation any Common Shares receivable on
the exercise of an Option shall be converted into the securities,
property or cash which the Participant would have received upon
such amalgamation, consolidation or merger if the Participant had
exercised his Option immediately prior to the record date
applicable to such amalgamation, consolidation or merger, and the
Option Price shall be adjusted appropriately by the Board and
such adjustment shall be binding for all purposes of the Plan.
Amendment or Discontinuance of Plan
11.1 The Board may amend or discontinue the Plan at any time
without the consent of the Participants provided that such
amendment shall not alter or impair any Option previously granted
under the Plan except as permitted by the provisions of Article 6
hereof. Any amendment of the Plan will require the prior
approval of the Exchange and may require the approval of the
Corporation's shareholders.
Government Regulation
12.1 The Corporation's obligation to issue and deliver Common
Shares under any Option is subject to:
(f) the satisfaction of all requirements under applicable
securities laws in respect thereof and obtaining all regulatory
approvals as the Corporation shall determine to be necessary or
advisable in connection with the authorization, issuance or sale
thereof;
(g) the admission of Common Shares to listing on any stock
exchange on which such Common Shares may then be listed; and
(h) the receipt from the Participant of such representations,
agreements and undertakings as to future dealings in such Common
Shares as the Corporation determines to be necessary or advisable
in order to safeguard against the violation of the securities
laws of any jurisdiction.
In this connection, the Corporation shall take all reasonable
steps to obtain such approvals and registrations as may be
necessary for the issuance of such Common Shares in compliance
with applicable securities laws and for the listing of such
Common Shares on any stock exchange on which such Common Shares
are then listed.
Participant's Rights
13.1 A Participant shall not have any rights as a shareholder of
the Corporation until the issuance of a certificate for Common
Shares upon the exercise of an Option or a portion thereof, and
then only with respect to the Common Shares represented by such
certificate or certificates.
Approvals
14.1 The Plan shall be subject to acceptance by the Exchange and
compliance with all conditions imposed by the Exchange.
14.2 Any Options granted prior to such acceptance shall be
conditional upon such acceptance being given and any conditions
complied with and no such Options may be exercised unless such
acceptance is given and such conditions are complied with.
No Representation or Warranty
15.1 The Corporation makes no representation or warranty as to
the future market value of any Common Shares issued in accordance
with the provisions of the Plan.
Effective Date
16.1 The Plan shall become effective upon being adopted by the
Board, provided that no payments or distributions of Common
Shares may be made to any Participant under the Plan until such
time as shareholders and Exchange approval of the Plan is
obtained.
The Plan approved by Consent Resolutions of the Board of
Directors of the Corporation dated as of March 18, 1998.
//ss [illegible]
Secretary
AGREEMENT
This agreement, made on September 22, 1997 between Da-Jung
Resource Corp., of P.O. Box 71, Road Town Tortolla, the British
Virgin Islands (hereinafter referred to as Party A) and PLR, Inc.
of Route 3 Box 84, Birch Tree Missouri, 65438 (hereinafter
referred to Party B).
WHEREAS, Party A represents and warranties that;
(1) Party A is a corporation duly registered under the laws of
the British Virgin Islands and that it is in good standing
and valid existence.
(2) Party A has the power and full authority to execute this
contract and none of its actions are subject to consent by
the Government of the British Virgin Islands or any other
party(s).
(3) This contract will be valid and binding upon execution by
both parties.
WHEREAS, Party B represents warranties that;
(1) Party B is a corporation duly registered under the laws of
the State of Delaware and is in good standing and valid
existence.
(2) Party B has the power and full authority to execute this
contract and none of its actions are subject to the consent
of the Government of the United States or any other
party(s).
(3) Party B has not debts or liabilities exceeding USD 5,000 at
the time of this contract and that no further debts or
liabilities will be incurred by the current Board of
Directors from the date of this agreement forward.
(4) This contract will become valid and binding upon execution
by both parties.
(5) That there are as of the date of this contract approximately
10,500,000 (ten million five hundred thousand) common shares
of the company's capital stock issued.
NOW THEREFORE, in consideration of mutual promises contained
herein the parties agree as follows,
WHEREBY,
Party A hereby agrees to sell and transfer to Party B 100% of its
interest in the Yuejinshan-Xianfengbei mineral property (property
#1 as defined in the attached "Schedule A"), in the Wandashan
mineralization zone of Heilongjian Province, the People's
Republic of China, for consideration of up to 15,000,000 (fifteen
million) but not less than 12,000,000 (twelve million) common
shares in the capital stock of Party B.
Party B hereby agrees to purchase 100% of Party A's interest in
the aforementioned property and shall pay to Party B up to
15,000,000 (fifteen million) but not less than 12,000,000 (twelve
million) common shares of the capital stock of Party B.
Party B hereby agrees to assume all obligations of Party A with
respect to the property including but not limited to; payment for
exploration permits and licenses, compensation for prior
geological work and out of pocket expenses incurred by Party A
plus the costs of all future exploration and development work.
CONDITIONS TO THIS AGREEMENT
Restrictions on the issuance of shares: Party B and its current
Board of Directors agree to not issue any shares, create any
options or otherwise alter its share structure in any way except
as provided for herein from the date of this contract forward.
TERMINATION
This contract may be terminated at the sole discretion of Party A
in the event that the consideration is not deliverable within a
reasonable time from the date of this contract.
APPLICABLE LAWS
This contract shall be governed by and construed in accordance
with the Laws of the Province of British Columbia, Canada.
IN WITNESS WHEREOF, Da-Jung Resource Corp. and PLR, Inc. have
caused this contract to be executed this 23rd day of September
1997.
Da-Jung Resources Corp.
Per: //ss [illegible]
Director
PLR, Inc.
Per: //ss Bobby Combs
Director
AGREEMENT
This agreement, made on October 7, 1997 between Da-Jung Resource
Corp., (hereinafter referred to as "DRC") of P.O. Box 71, Road
Town Tortolla, the British Virgin Islands and Integrated
Carbonics Corp. (hereinafter known is ICC), of Route 3, Box 84
Birch Tree, Missouri, 65438,
WITNESSETH;
WHEREAS, DRC represents and warranties that;
(1) It is a corporation duly registered under the laws of the
British Virgin Islands and that it is in good standing and
valid existence.
(2) It has the power and full authority to execute this contract
and none of its actions are subject to consent by the
Government of the British Virgin Islands or any other
party(s).
(3) This contract will be valid and binding upon execution by
both parties.
(4) That no additional conditions, agreements or liabilities
exist with respect to the asset being transferred, which are
not represented in existing agreements attached hereto.
WHEREAS, ICC represents warranties that;
(1) It is a corporation duly registered under the laws of the
State of Delaware and is in good standing and valid
existence.
(2) It has the power and full authority to execute this contract
and none of its actions are subject to the consent of the
Government of the United States or any other party(s).
(3) This contract will become valid and binding upon execution
by both parties.
(4) There are as of the date of this contract approximately
25,500,000 (twenty five million five hundred thousand)
common shares of the company's capital stock issued.
(5) It intends to complete a consolidation of its capital stock
on a 100:1 basis and that this will be completed prior to
any shares being issued to DRC under this agreement.
(6) No additional shares in its capital stock, other than those
contemplated in this agreement, will be issued without prior
shareholders' approval.
NOW THEREFORE, in consideration of mutual promises contained
herein the parties agree as follows,
DRC hereby agrees to sell and transfer to ICC, 100% of its
interest in the contracted China Canada Liumao Graphite Products
Co. Ltd., of Heilongjiang Province, the People's Republic of
China.
ICC hereby agrees to purchase from DRC, 100% of its interest in
the aforementioned contract and project for;
1) The issuance of 6,000,000 (six million), post consolidation
shares of its capital stock to DRC and,
2) Repayment of all project development and out of pocket
expenses and,
3) Assumption of all obligations of DRC with respect to the
contract and project including any existing obligations to
third parties or advisors.
CONDITIONS TO THIS AGREEMENT
Restriction on the issuance of shares: ICC and its Board of
Directors agree to complete the aforementioned consolidation
prior to issuing any shares to DRC, as agreed upon herein.
APPLICABLE LAWS
This contract shall be governed by and construed in accordance
with the Laws of the Province of British Columbia, Canada.
IN WITNESS WHEREOF, Da-Jung Resource Corp. and PLR, Inc. have
caused this contract to be executed this 7th day of October 1997.
Da-Jung Resources Corp.
Per: //ss [illegible]
Director
PLR, Inc.
Per: //ss [illegible]
Director
AGREEMENT ON ESTABLISHMENT
OF A SINO FOREIGN EQUITY JOINT VENTURE
CHINA-CANADA LIUMAO GRAPHITE PRODUCTS CO. LTD.
September 9, 1997
<TABLE>
<S> <C>
I hereby certify the within document to be a true and accurate
translation copy of the original Agreement dated September 9,
1997 in Chinese, this 16th day of September, 1997.
//ss Stella Yau
Stella Yau
</Table
>
Agreement on the establishment of a joint venture
Based on the Agreement on Intent signed by Liumao Graphite Mine
of Jixi (hereinafter called "Party A") and Da-Jong Resources,
Inc. (hereinafter called "Party B") in Jixi of Heilongjian on
June 4, 1997, the parties conducted further consultations and
discussions from September 6 to September 9, 1997 on the
establishment of any equity joint venture in relation to the
Liumao Graphite Mine of Jixi, Heilongjiang, China. The parties
have entered into this Agreement based on the following terms and
conditions.
1. The Parties have agreed to establish an equity joint venture
covering the graphite mine in Liumao, Jixi of Heilongjian,
China. The joint venture company shall be a limited
liability company, and shall be registered in Jixi,
Heilongjian of China as a sino-foreign equity joint venture
with independent accounting and legal person status. The
name of the joint venture is temporarily set as "China-
Canada Liumao Graphite Products Co. Ltd.".
2. The scope and size of production and business of joint
venture:
1) high purity graphite, annual output 1,000 tons;
(carbon content 99.9% up to 99.995%)
2) expandable graphite, annual output 5,000 tons;
3) graphite paper, annual output 4,000 tons;
3. Investment in the joint venture:
Investment in the joint venture shall be divided into three
parts:
Part 1. For the 1,000 ton/year high purity graphite project,
the total investment is estimated at RMB33,200,000,
among which 22,200,000 Yan is as fixed assets and
11,000,000 Yan as working capital.
Part 2. For the 5,000 ton/year expandable graphite project,
the total investment is estimated at RMB25,000,000,
among which 20,000,000 Yan is for fixed assets and
5,000,000 Yan for working capital.
Part 3. For the 4,000 ton/year graphite paper project, the
total investment is estimated at RMB20,000,000
(subject to the completion of feasibility study
report and project budgeting). Both parties shall
be allowed to obtain financing for Part 3 in the
name of the joint venture and through coordination.
The total investment amount for each of the three parts mentioned
above shall be subject to a investment amounts determined through
examination of the feasibility study report conducted by both
parties and experts, organized by the government department with
the authority to approve.
1. Investment Scope and Investment Ratio of Parties:
1) Investment Scope:
Party A: power supply, water supply, transportation,
communication and portion of working capital.
Party B: equipment, working capital for constructions
and others.
2) Investment Ratio and Mode:
Party A: responsible for 20% of the investment amounts
in the form of the existing installation,
equipment and materials.
Party B: responsible for 80% of the investment amount
in the form of cash investment.
2. Organization and Management of the Equity Joint Venture:
The joint venture shall form a Board of Directors to be
appointed by both parties and the Board of Directors shall
compose of Chairman, Vice-Chairman and several directors, all
under the laws of PRC governing sino-foreign equity joint
ventures. The Board of Directors shall appoint a General
Manager and a Vice General Manager to be responsible for the
day-to-day work, production and operations of the joint
venture. The management structure of the joint venture shall
be established in accordance with the needs.
3. Supply of Raw Materials to the Joint Venture:
1) Party A shall supply the raw material for high purity
graphite to the joint venture in accordance with the
market price. The quantities of such supply shall be
no less than 1,500 tons per year with carbon content at
90% or above.
2) Party A shall supply raw material for expandable
graphite to the joint venture according to the market
price with an annual supply no less than 5,000 tons.
3) The joint venture shall produce and supply raw
materials for graphite paper.
4. Sale of Products:
1) The joint venture shall sell high purity graphite to
domestic and international market directly.
2) Expandable graphite as raw materials for graphite
paper, shall be settled internally within the joint
venture.
3) The joint venture shall be responsible for the sales of
graphite paper and all graphite paper shall be sold in
the international market.
5. Transfer of Interest:
Either party may transfer the whole or part of its interest
in this Agreement to any third party.
6. Schedule for the Establish of the Joint Venture:
1) Party A and Party B shall each complete a feasibility
study report on high purity graphite and expandable
graphite, and will jointly submit a feasibility study
report based on Party A's report to the government
department for approval and acceptance by the end of
October, 1997. The parties shall complete feasibility
study report on graphite paper by the end of December,
1997. Party B shall supply Party A by the end of
November, 1997 the production program and the market
price in relation to graphite paper.
2) By the end of November, 1997, the parties shall sign
the Agreement to Establish an Equity Joint Venture in
Jixi, Heilongjiang, conduct the first Directors'
meeting and adopt the Articles of Association. Party A
shall, for this purpose, complete the drafting of the
Agreement and Articles of Association to be delivered
to Party B for comments and revisions and then to be
submitted to the Board of Directors.
3) By the end of January, 1998, the joint venture shall
commence the registration procedure in China. At the
same time, the parties shall send people to the country
that will supply the equipment and sign the purchase
agreement for equipment.
4) By the end of March, 1998, the design for the high
purity graphite project shall be completed and the
construction shall commence in April.
5) By the end of April, 1998, the design for expandable
graphite project shall be completed and the
construction shall commence in May.
6) By the end of June, 1998, the design for the graphite
paper project shall have been completed and the
construction shall commence in July.
7. The cost for the approval and acceptance of the project,
completion of the feasibility study report and the review
and examination of the feasibility study report shall be
250,000 Yan. The cost shall be deemed the cost of the joint
venture.
8. The parties agree to continue consultation and discussions
on matter not covered in this Agreement.
9. This Agreement shall expire December 31, 1997.
10. This Agreement shall be submitted to Heilongjiang Provincial
Foreign Investment Administration Bureau for filing.
Party A: Jixi Liumao Graphite Mine Party B: Da-Jung
Resources, Inc.
Representative: Yu, Ying Representative: James
Fawcett
Dated: September 9, 1997
[Letterhead of Heilongjiang Foreign Investment Administration
Bureau]
Canadian Da-Jung Resources, Inc.
Liumao Graphite Mine, of Jixi, Heilongjiang and Da-Jung
Resources, Inc. have reached an Agreement of Intent to establish
an equity joint venture to jointly develop high purity graphite
(annual output 1,000 tons), expandable graphite (annual output
5,000 tons) and graphite papers (annual output 4,000 tons), and
for this purpose, signed a formal agreement on September 9, 1997
in Harbin City. The said Agreement has been formally submitted
to our bureau for filing records.
Heilongjiang Provincial Foreign Investment Administration Bureau.
Date: September 12, 1997 (Seal)
</TABLE>
EQUITY JOINT VENTURE AGREEMENT
BETWEEN
LIUMAO GRAPHITE MINE
AND
1NTEGRATED CARBONICS CORP.
NOVEMBER 10, 1997
(General Contract)
CHAPTER 1
PARTIES OF THE COOPERATIVE JOINT VENTURE AGREEMENT
1. The two parties of this Contract and the JVC are:
(1) LIUMAO GRAPHITE MINE
(hereinafter referred to as "Party A"), legally
established and registered in Jixi, Heilongjiang
Province, the People's Republic of China, China.
Address: Jixi, Heilongjiang Province, China
Telephone: (086) 453-246-9075
Facsimile: (086) 453-246-9094
Legal Representative: Zhen Yu
Title: General Manager
Nationality: Chinese
(2) INTEGRATED CARBONICS CORP.
(hereinafter referred to as "Party B"), of Nevada,
legally established and registered in the State of
Nevada, U.S.A.
Address: Suite 206-A, 1600 East Desert Inn
Road, Las Vegas, Nevada, USA 89109
Telephone: (604) 682-8445
Facsimile: (604) 682-4380
Legal Representative: Mario Aiello
Tide: Chairman
Nationality: Canadian
CHAPTER 2
DEFINITIONS
2. Unless otherwise provided in this Contract, the words and
phrases defined in this Contract shall have the same
meanings set forth herein:
"Articles" refers to Articles of Association of the JVC
containing detailed rules on the establishment and operation
of the joint venture company signed by the Parties as amended
from time to time.
"Approval Authority" means the relevant Chinese governmental
organ or organs, or any department to which authority has
been delegated, which, in accordance with the prevailing
Chinese laws, has the power to approve or not to approve this
Contract or other agreements and documents in connection with
this Contract.
"Board of Directors" refers to the Board of Directors of the
Joint Venture Company.
"Business License" means the license issued by the Chinese
government to the Joint Venture Company allowing it to carry
on business and operate in China.
"Contract" means this agreement and all the attachments and
amendments hereof.
"Contract Rights" includes all agreements, contracts, rights
or offerings obtained from third parties including Government
Instrumentality, as well as all other rights including right
or interest derived from any option agreement, leases or
other contracts permitting Parties to carry out any Operating
Activities set out hereunder.
"Costs" means all costs and expenses incurred by the JVC, or
either Parties on behalf of or for the JVC, such as costs of
site uses, samplings, survey and investigations, tests,
environmental studies, engineering designs, construction,
manufacturing and purchase of equipment and machinery,
mineral development and processing, expenses for foreign or
Chinese engineers or other experts, independent engineering,
expenses for technical or professional opinions, salaries,
wages, benefits, administrative and travel expenses.
"General Manager" or "Deputy General Manager" means the
individual or entity appointed pursuant to Chapter 8 herein.
"Government Instrumentality" means any state, provincial,
city, municipal or local government and any department
thereof, or the central bank, court, commission, bureau or
board exercising any regulation, expropriation or taxing
authority under or for the account of any of the foregoing.
"Joint Venture Company" or "JVC" means the cooperative joint
venture company established by the Parties pursuant to
Chapter 4 herein.
"Management Committee" means the committee established
pursuant to Article 31 hereunder.
"Operating Activities" means all operation and business
activities of the JVC, including feasibility studies and
construction of processing plants.
"Parties" means Party A and Party B as well as their
successors and permitted assigns, and "Party" means either
party.
"Phase I", "Phase II" "Phase III"-or "Phases" shall have the
meaning defined in Article 20 hereunder.
"PRC" means the People's Republic of China.
"Products" means graphite products, by-products and other
related products produced by the JVC.
"Province" means the province of Heilongjiang.
"Share Interest" means a Party's percentage of share interest
in the JVC, in the case of Party A, 20% of shares in the
capital of the JVC and, in the case of Party B, 80% of shares
in the capital of the JVC, as adjusted from time to time.
"Subsidiaries" means any individual, partnership, joint
venture, companies or any other business entities controlled
directly or indirectly by a Party.
"Term" means the Term of the JVC as defined in Article 18
herein.
"Total Investment" means the total investment by the Parties
as referred to in Article 18 herein.
"Work Days" means all the days in a year less Saturdays,
Sundays and the Chinese Statutory Holidays.
CHAPTER 3
REPRESENTATIONS AND WARRANTIES
3. Party A hereby represents and warrants as follows:
(1) Party A is legally established and validly existing
under the PRC laws, and as such, has all necessary
legal rights and authority to carry out business in the
Province contemplated in this Contract.
(2) Party A is familiar with the Chinese laws, regulations
and policies relating to foreign investment and joint
venture law.
(3) Party A has obtained or is able to obtain the consent
and/or approval of the Government Instrumentality in
relation to the execution of this Contract and the a
performance of the obligations hereunder.
(4) Party A's signing, interpretation and execution of
this Contract shall not:
(a) be in conflict with the Articles of the JVC or its
scope of business under any license or permit or
approval from the government;
(b) be in conflict with any laws, regulations, rules,
orders or judgments of PRC which Party A must
comply with;
(c) be in conflict with agreements Party A has reached
with any other party.
(5) Party A's operating activities are not in breach of any
environmental laws and regulations of PRC.
(6) Unless otherwise disclosed to Party B, all Party A's
Assets are free from any lien, charge, claim or other
encumbrances.
(7) All licenses, permits and approvals, copies of which
are attached hereto, allowing Party A to carry out its
normal operation, are validly issued and in good
standing.
4. Party B represents and warrants that:
(1) Party B is incorporated under the laws of the Nevada,
U.S.A., and is in good standing and valid existence.
(2) Party B has all the power and authority to execute this
Contract and perform the obligations thereunder and
none of its actions are subject to the consent or the
approval of the government of the Nevada, U.S.A.
(3) This Contract will be effective and binding once
signed by Party B and Party A and approved by the
Approval Authority.
(4) Party B agrees that it shall fully and in good faith
perform each of the obligations set out in this
Contract and shall exercise each of its rights under
this Contract in a reasonable manner.
CHAPTER 4
ESTABLISHMENT OF THE EQUITY JOINT VENTURE COMPANY
5. Name of the JVC,
(1) The Chinese name of the JVC shall be:
Liumao ICC Graphite Products Ltd.
(2) The English name of the JVC shall be:
ICC Liumao Graphite Products Ltd.
6. The Business Address of the JVC:
The business address of the JVC shall be at Jixi,
Heilongjiang, China.
7. Compliance of Laws:
All activities of the JVC shall comply with the laws,
regulations and rules of the PRC, and all its proper business
activities and legal rights shall be protected by the PRC
Laws.
8. Establishment of the JVC:
Party A and Party B hereby agree that they shall cause an
Equity Joint Venture to be established upon signing of this
Contract on the basis of the Articles and pursuant to the Law
of the People's Republic of China on China Foreign Equity
Joint Ventures, the Detailed Implementing Regulations for the
Law of the PRC on Equity Joint Ventures and the provisions of
other applicable PRC laws and regulations.
9. Responsibility of the Company:
The JVC shall be responsible for its own debts and assets.
Either Party shall only be liable to the extent of its
investment in the JVC and the JVC shall be liable to any
third party only to the extent of its registered capital.
10. Profits:
The net after tax profits or dividends of the JVC shall be
distributed pro rata to the Share Interest of the Parties.
CHAPTER 5
PURPOSE, BUSINESS SCOPE AND TERM OF COOPERATIONS
11. Purpose and Mandate:
The purpose of the JVC shall be to enhance economic
cooperation and technical exchange, to use advanced
technology and scientific management methods, and to
endeavour to produce high quality graphite products to the
international market in compliance with the ISO-9002 standard
and in accordance with the schedule set by the Board of
Directors, so as to permit the Parties to achieve
satisfactory economic benefits and investment returns, all on
the basis, of the principles of fairness, legality, quality
and mutual benefit.
12. Business Scope:
The business of the JVC shall be production, processing and
export of graphite products, including high purity graphite,
expandable graphite, graphite sheet or other graphite
products as may be determined by the JVC.
13. No Competition:
Neither Party shall conduct or contemplate any competitive
business activities in the Province. Unless otherwise agreed
between the Parties neither Party shall be engaged in any
business or enter into any discussions with or establish any
other joint venture, partnership, company or other form of
business which would be in direct or indirect competition
with the JVC or its products, or would in any way diminish,
restrict or affect the supply of raw material or materials
from any existing or future production facilities or source
of supply to the JVC.
14. First Right of Refusal:
Party A hereby grants to Party B a First Right of Refusal for
Pam B's investment or participation in any future graphite
projects to be undertaken by Party A or any of its
Subsidiaries individually or jointly with any other parties
in the Province, and Party A shall inform Party B in writing
of its plan of any future graphite projects as soon as such
plan is formulated.
15. Option to Acquire
Party A hereby grants Party B a priority option, exercisable
during the Term of this Contract, to acquire the whole or
part of Party A's existing or future production facilities
and/or mineral deposits. The Option may be exercised by
Party B delivering to Party B the Notice to exercise
substantially in the form attached hereto as Schedule "A",
upon occurrence of any one of the following events:
(1) Party A in voluntary or involuntary bankrupt or
liquidation proceedings; or
(2) any material change in Party A's corporate structure or
ownership; or
(3) any adverse material change in the financial situation
of Party A; or
(4) any unremedied shortfall of raw material supplies to
the JVC by Party A over 1 month; or
(5) at any time, when in the view of Party B, it is in the
best interest of the JVC to do so.
16. Option to Expand:
Party A hereby grants to Party B the exclusive right to
construct and operate independent mining operations and
floatation circuits ("Expansion") using Party A's existing
plant or other site, as may be required from time to time, to
secure or increase production of raw materials to be supplied
to the JVC. Such Expansion may take the form of joint
venture between Party A and Party B or an operation wholly
owned and operated by Party B. Where such Expansion takes the
form of a joint venture, the terms and conditions of this
Contract shall apply where applicable.
17. Technology Transfer:
Both Parties shall be responsible to recommend and obtain
advanced technology and process to optimize the efficiency of
production and operation of each Phase and maximize return on
investment. Any transfer of technology to the JVC shall
strictly adhere to the terms and conditions imposed by the
transferor and the policies and guidelines of the JVC for the
protection of the said technology.
18. Term of the JVC:
The Term of the JVC shall be 30 years commencing on the date
of the issuance of Business License of the JVC, and may be
extended by such length of time as shall be decided by the
Board of Directors and approved by relevant authorities.
CHAPTER 6
TOTAL INVESTMENT, REGISTERED CAPITAL AND TRANSFER
19. Total Investment and Registered Capital:
The Total Investment of the JVC shall be the gross amount of
all the funds required to complete the three Phases of
operation during the Term of this Contract and the minimum
Total Investment shall be the funds required to complete any
one Phase of the operation but shall not in any case exceed
US Dollars 28 million unless decided otherwise by the Parties
pursuant to Article 24 hereunder. The registered capital
shall be 40% of the Total Investment or the minimum Total
Investment, and shall be paid in stages to the JVC as
required by the operation of the JVC pursuant to Phased
Development provided for below.
20. Phased Development:
The operation of the JVC shall be divided into three Phases:
Phase 1: implementation and the completion of the 1,000
tons/year high purity graphite project with a
total investment estimated at USD4,150,000 (RMB
33,200,000 at exchange rate 1:8);
Phase 2: implementation and the completion of the 5,000
tons/year expandable graphite project with a total
investment estimated at USD3,120,000 upon
completion of the feasibility study and
recommendation thereof (RMB 25,000,000 at exchange
rate 1:8);
Phase 3: implementation and the completion of the 4,000
tons/year graphite sheet project with a total
investment estimated at USD20,000,000 upon
completion of the feasibility study and
recommendation thereof (RMB 160,000,000 at
exchange rate 1:8).
Each Phase shall be an independent operation under its own
schedule to be determined by the Board of Directors and with
independent internal accounting. The Board of Directors may
make decisions on the commencement, continuation, postponement
or suspension of, as well as any third party participation in
any Phase.
21. Parties' Obligations:
(1) Party A shall:
(a) obtain and maintain Business License and all
operation licenses for the operation of the JVC
and to assist the JVC in its consultation and
negotiation with government instrumentality to
ensure that the JVC will be able to carry out
operations contemplated hereunder in accordance
with relevant rules and regulations of the
Province and PRC and that Party B's rights and
interests are protected:
(b) obtain secure and maintain for the benefit of the
JVC licenses and permits necessary for the
operation of each and every Phases and the JVC;
(c) provide or cause to be provided, or lease or cause
to be leased, to the JVC Premises for operations
and office uses, and complete the leasehold
improvement of the Premises where necessary, all
at reasonable and competitive price;
(d) assist the JVC in securing all infrastructure and
the services such as supply of water, power, roads
and communication facilities;
(e) provide 20% of the Total Investment in the form of
existing facilities, equipment, Premises,
materials and raw materials and/or cash, as
required by the operation of the Phases;
(f) secure the supply of raw materials, at reasonable
price and in required quantity, quality and grade;
(g) obtain and maintain valid export and other
necessary licenses and permits for the benefit of
the JVC and allow the JVC to use its existing
export facilities at nominal cost to the JVC; and
(h) assist the JVC in the purchase and importation of
equipment, machinery, technology, vehicles or
other supplies which have to be imported;
(2) Party B shall:
(a) assist the JVC in the purchase and importation of
equipment, machinery, technology, vehicles or
other supplies which have to be imported;
(b) assist the JVC in the recruitment of foreign
experts, advisors or agents;
(c) provide 80% of the Total Investment as required by
the operation of the Phases, and
(d) obtain financing if so needed by the JVC.
22. Confirmation of Investment:
Each time when a Party has made its investment to the capital
of the J-VC, an accountant registered in China and appointed
by the Board of Directors shall verify the contribution and
issue a contribution verification report within 60 days after
the receipt of the contribution. Within 30 days after the
receipt of the verification report, the JVC shall issue an
investment certificate in accordance with regulations
governing joint venture enterprises. The investment
certificate shall be signed by the Chairman and the Vice
Chairman of the Board of Directors.
23. Valuation of Contribution:
Where a Party makes a contribution not in the form of cash,
such contribution may be valuated and assessed by the
relevant authority pursuant to the practice of PRC. Where a
Party disputes the value of the contribution by another Party
assessed hereunder, the Party shall be allowed to apply for
re-assessment pursuant to the practice of PRC or as agreed by
the Parties. Where a Party disputes the result of the re-
assessment, the dispute shall be referred to the arbitration
procedure provided for herein. The decision of arbitration
shall be final and binding on the Parties.
24. Adjustment of Capital:
Any increase or reduction in the Registered Capital or the
total investment in the JVC must have both Parties' written
agreement, the unanimous endorsement of the Board of
Directors and approval of the Approval Authority.
25. Transfer and Assignment of Share Interest:
Either Party (the "Transferring Party") may transfer, assign
or sell all or part of its Share Interest in the JVC to a
third party or third parties. Such transfer, assignment or
sale of the Share Interest in the JVC will require the
consent of the other Party and approval by the relevant
authorities. Each Party warrants that such transfer,
assignment or sale of Share Interest in the JVC will not
affect the Share Interest of the other Party. The
Transferring Party shall be responsible to ensure the
financial and technical ability of the third party.
CHAPTER 7
BOARD OF DIRECTORS
26. Appointment of Directors:
The Board of Directors shall be formed on the date this
Contract is signed by both Parties to the JVC. The Board of
Directors shall comprise seven (7) members, of which Party A
shall appoint two and Party B shall appoint five. Each
director shall serve a term of three years, which term can be
extended upon expiry by the written confirmation of the
Appointing Party. Either Party can by written notice to the
JVC, dismiss a director it has appointed. Should any vacancy
arise as a result of retirement, dismissal, resignation,
sickness, disability or death, the Appointment Party shall
appoint a new director for the remainder of the term arising
from the vacancy.
The JVC shall indemnify and save harmless the directors
against all liabilities that may arise by reason of the
directors acting as directors of the JVC or any act or
omission of the directors.
27. Chairman and Vice-Chairman of the Board:
The Chairman of the Board of Directors shall be appointed by
Party B and there shall be one Vice-Chairman which shall be
appointed by Party A. The Chairman of the Board is the legal
representative of the JVC and shall only conduct his or her
work within the terms of reference authorized by the Board of
Directors. When the Chairman is unable to perform the
obligations, the Board will appoint the Vice-Chairman or any
director as the legal representative of the JVC.
28. Resolutions of the Board:
The Board of Directors shall be the JVC's supreme authority.
The quorum of the Board meeting shall be 4 directors.
Resolutions of the Board on general matters including the
operation of the JVC, may be adopted by simple majority.
However, the following action can be taken only with the
unanimous resolutions of the directors who attend a Board of
Directors' meeting:
(1) amendment of the JVC's Articles.
(2) merger, division or of the JVC or any material change
in the organization of the JVC.
(3) increase or decrease of the number of shares issued for
the purpose of financing by the JVC, application for
loans, and the increase and transfer of registered
capital.
(4) liquidation or dissolution of the JVC.
(5) mortgage of the JVC's assets.
29. Meetings of the Board:
(1) The Board of Directors shall meet at least once a year.
However, if two-thirds or more of directors so request,
an interim meeting of the Board of Directors may be
convened. Meetings of the Board of Directors shall be
convened and chaired by the Chairman, and in the
absence of the Chairman, by the Vice-Chairman. The
Chairman shall give written notice of the Board of
Directors meeting to each director at least 30 days
before the date of the meeting. The notice shall set
out the agenda, time and place of the meeting. Any
director unable to attend a Board of Directors meeting
for any reason, may by written notice appoint a proxy
to attend the meeting. If a director does not attend a
meeting and does not appoint a proxy, he shall be
deemed to have waived his rights to the meeting. If
the Chairman and Vice-Chairman agree, other persons
including experts may be invited to attend a Board of
Directors meeting as observer, but such observers shall
have no right to vote. The JVC shall be responsible
for the travel expenses and per them of the Directors.
(2) The detailed minutes of each meeting of the Board of
Directors shall be signed by the Chairman and Vice-
Chairman of the Board of Directors and then circulated
to every director. The minutes and resolutions shall
be written in both Chinese and English and shall be
kept in the JVC's records once signed by directors who
have attended the meeting.
30. The Board of Director's authority:
The Board of Director's authority shall include, but not be
limited to the approval of capital expenditures plan
submitted by the Management Commitment, review and approval
of feasibility studies and all costs in relation thereto.
CHAPTER 8
MANAGEMENT STRUCTURE
31. Management:
(1) The JVC shall establish a Management Committee to be
responsible for the day-to-day operation and management
of the JVC. The Management Committee shall be composed
of 5 members including the General Manager and the
Deputy General Manager. Two members including the
General Manager shall be nominated by Party A and three
members including the Deputy General Manager shall be
nominated by Party B, each for a term of three years.
The term of engagement may be extended by the Board of
Directors. The Board of Directors shall oversee the
performance of the General Manager and Deputy General
Manager and other members of the Committee who shall
take charge of the management of the JVC's day-to-day
business and operations in accordance with this
Contract and the resolutions of the Board of Directors
and, through such departments as production,
technology, sales, finance, administration, shall
organize and lead the implementation of the
development, production, sales, processing of the JVC.
(2) All major decisions on the day-to-day operations of the
JVC shall be effective only with the signature of both
the General Manager and Deputy General Manager. The
Board of Directors shall decide on what matters require
the signature of both the General Manager and Deputy
General Manager.
32. Work Standards:
The General Manager and the Deputy General Manager shall
perform to the highest industry standards and efficiency, and
shall observe mining and other relevant industry practice,
and observe the laws of PRC. Where the General Manager or
the Deputy General Manager are grossly negligent or engaged
in malpractice, they may be dismissed and replaced by
resolutions of the Board of Directors meetings.
33. Quality Control:
The Management Committee shall be responsible for formulating
and implementing quality control procedures and regulations
as necessary to ensure the quality and marketability of the
products in international markets. Where it is determined
that, based on the recommendations in the independent
feasibility/marketing study conducted by the JVC, it is
necessary to involve a third party to conduct and ensure
quality control and the marketability of the products, the
Board of Directors shall review and approve the form of such
third party involvement and shall decide upon the terms of
engagement of such third party, including financial
compensation and/or equity offered to such third party.
CHAPTER 9
FINANCIAL ACCOUNTING
34. Monthly Financial Report:
The JVC shall maintain its accounting system in accordance
with international accounting practice. The General Manager
shall provide to each Party a financial report on or before
the 20th day of a calendar month to reflect the balance of
the JVC in the previous month. The General Manager shall
provide a financial report for the previous year on or before
January 31 every year. The JVC's accounting year commences
January 1 and ends December 31 every calendar year.
35. Currency:
The JVC shall use both United States Dollars and Renminbi as
its reporting currency for bookkeeping.
36. Language for Accounting:
All JVC's vouchers and accounting books shall, where it is
economical and feasible, be kept in both English and Chinese.
The JVC's annual financial statements shall be written in
both English and Chinese and one copy of annual financial
statement shall be prepared for the benefit of the JVC in
accordance with Generally Accepted Accounting Principle
(GAAP).
37. Foreign Exchange Balance:
The JVC shall establish foreign exchange and Renminbi bank,
accounts at banks to be chosen by the Board of Directors.
The JVC shall, in accordance with the laws and requirements
of PRC, apply for and maintain foreign exchange certificates.
The JVC will obtain sufficient foreign exchange to meet its
needs. All expenses incurred in currency conversion will be
deemed as the JVC's operational expenses.
38. Products Sales:
The JVC shall sell its Products pursuant to the laws and
regulations of PRC and through its marketing agency or as may
be determined by the Board of Directors.
39. Products Price:
The price of the JVC's Products shall be determined by the
General Manager and Deputy General Manager and approved by
the Board of Directors in accordance with the laws and
regulations of PRC and the price guidelines formulated by the
Board of Directors.
CHAPTER 10
TAX AND AUDIT
40. Taxes Payable:
The JVC shall pay taxes in accordance with the applicable
laws and regulations of PRC, and shall enjoy the preferential
treatment it is entitled to under the Income Tax Law for
Foreign Investment Enterprises and other applicable laws and
regulations of the province and of PRC. Party A shall, in
this respect, provide its utmost assistance.
41. Profits Distribution:
Profits shall be distributed to the Parties according to the
following principle:
(1) the Board of Directors shall, within four months of the
end of a financial year, and after deductions are made
for common reserve, workers' compensation and pension,
decide on the amount of retained earnings and the pro
rata distribution of dividend.
(2) any gross revenue generated annually in each Phase of
operation shall first be used for payment of taxes,
fees and charges in accordance with the provisions of
applicable tax laws and regulations of PRC, and then
applied for the recovery of costs in that Phase. The
remainder shall be the profit to be allocated between
Party A and Party B in accordance with their Share
Interest.
(3) Party B shall enjoy priority in receiving foreign
exchange payment in any profit of the JVC. Foreign
exchange will be U.S. Dollars converted from Renminbi,
with the conversion rate being the average sell and buy
rate at the People's Bank of China of the date when the
Board of Directors decides to distribute profits. If
the JVC does not have sufficient foreign exchange to
advance to Party B, the JVC shall, as instructed by
Party B, convert the Renminbi profit payable to Party B
at the bank at the average exchange rate for foreign
exchanges, and pay such converted foreign exchange to
Party B. If the JVC is unable to make such conversion,
then it shall, as instructed by Party B, deposit an
equivalent amount in Renminbi in an independent savings
account opened in the name of the JVC for the benefit
of Party B. The JVC or Party A shall not use the
principal or interest thereon in this account. If
Party B's instructions and requirements comply with the
laws of PRC, the JVC should immediately perform the
instructions of Party B to deposit Party B's profits
into the bank account.
42. Inspection and Auditing:
The auditing of the accounts of the JVC shall be conducted
through accounting firms registered in China carried in a
timely fashion to meet the regulatory requirement.
CHAPTER 11
INSURANCE
43. Board to Decide:
The JVC shall take out insurance from the Chinese People's
Insurance Company or such other insurance company registered
in the PRC in instance where the Chinese People's Insurance
Company cannot provide adequate coverage or the necessary
form of insurance.
44. Insurance Plan:
The Board of Directors shall decide on the items to be
included in the insurance plan of the JVC.
45. As Operating Costs:
All insurance expenses shall be recorded as operating costs.
CHAPTER 12
LABOUR MANAGEMENT
46. Labour Policy:
All decisions on retirement, employment, termination,
resignation as well as employee benefits shall be made on the
basis of the Labour Law, Labour Management Regulations for
Foreign Invested Enterprises and other applicable laws of PRC
(hereinafter collectively the "Labour Law"). The JVC's
regulations on labour management shall be approved by the
Board of Directors and implemented by the General Manager.
47. Employment Contract:
The JVC shall enter into employment contract individually
with employees. The JVC shall employ management personnel
based on the requirement and the standard set by the Board of
Directors.
48. Hiring:
The JVC shall employ people based on their skills, character
and work experience. The General Manager and Deputy General
Manager shall make decisions as to the number and level of
employees to be hired based on the needs of the JVC. All
employees are subject to a twelve (12) month probation (the
"Probation") before they are formally employed by the JVC.
The Management Committee may, at its discretion, shorten or
extend the Probation.
49. Labour Union:
The employees of the JVC who have completed the Probation may
propose to the JVC to organize a labour union in consultation
with the Board of Directors and pursuant to the Labour Law
and Labour Union Law.
CHAPTER 13
CONFIDENTIALITY
50. General Provisions:
This Contract and all related documents, materials,
technical, geological and financial data and reports shall be
kept strictly confidential. Except otherwise provided for in
this Contract, no content of the aforementioned documents
shall be disclosed to a third party or the public without the
prior written consent of the other Party, which consent shall
not be unreasonably withheld.
51. Term of Confidentiality:
The term of confidentiality shall end three (3) years after
the termination of this Contract. If a Party has transferred
all its interests, then that Party will be bound by the
confidentiality provisions for two years after the transfer.
52. Exceptions:
The JVC may, as decided by the Board of the Directors,
furnish necessary documents, information, data and reports to
a third party or affiliates. Such third party and affiliate
may include:
(1) banks or other credit institutions from which financing
is sought by either Party to this Contract for the
implementation of this Contract.
(2) a potential assignee or assignees to whom rights and/or
obligations under this Contract may be assigned.
However, the assigning party shall ensure the credit
worthiness of the assignee.
(3) professionals such as lawyers and accountants from whom
either Party wishes to obtain professional services in
preparing or implementing this Contract.
(4) the governments and stock exchanges or regulatory
authorities of either Party, provided the Parties
report to the Board of Directors in advance.
53. Continuing Obligations:
The obligations in this Chapter 13 are continuing obligations
and shall survive any expiry, non-effectiveness, termination,
cancellation or amendment of this Contract.
CHAPTER 14
ENVIRONMENTAL PROTECTION AND SAFETY
54. Compliance with Laws:
The JVC shall comply with the laws and regulations published
by the government of PRC in relation to environmental
protection and safety in the course of Operating Activities.
Neither Party B or the JVC shall be held liable to any damage
or destruction to or contamination of the environment during
the Term or caused by any third party or which has been
caused or existed before the establishment of the JVC.
55. Contacts with Government Instrumentality:
The JVC shall establish and maintain contact with Government
Instrumentality in relation to its operation. In this
respect, Party A shall take concrete actions to support and
to help with the preservation of public security and orderly
operation at and in the vicinity of all Operating Areas.
CHAPTER 15
TERMINATION OF JOINT VENTURE
56. Termination:
The term of the JVC shall expire 30 years from the date of
issuance of Business License to the JVC. At the request of
either Party and upon the approval of the Board of Directors,
an application for extension may be made to the original
Approval Authority at least 180 days prior to the expiry of
the term of the JVC.
57. Early Termination:
The JVC shall terminate on the expiry of the term of
cooperation unless any of the following circumstances occurs
which may constitute reasons for terminating this Contract
prior to expiry of the term:
(1) either Party materially breaches any provisions of this
Contract and fails to rectify such breach within 180
days after receiving a written notice of the breach
from the non-breaching Party.
(2) an event of force majeure makes it impossible to
implement this Contract and the Parties are unable to
find a solution thereto.
(3) the JVC suffers serious losses prior to the expiry of
the term of this Contract. or there is an unfavourable
change to the exploration and the production conditions
which makes it impossible to achieve the purpose of the
JVC and there is no means of rectification.
(4) either Party for any reason ceases being an independent
legal entity or is the subject of dissolution or
liquidation procedures or ceases its business or is
unable to pay its debts.
(5) both Parties consider that early termination of this
Contract is in the best interest of both Parties.
58. Liquidation:
Where this Contract expires or is terminated pursuant to the
Articles, the JVC shall:
(1) liquidate the assets, pay all debts, and distribute any
balance to the Parties pro rata to Share Interest.
(2) provide to each Party a complete list of assets.
(3) apply to cancel Business License.
59. Sale of Assets:
During the liquidation process, the General Manager will make
his/her best efforts to sell all assets of the JVC, by public
in private sale. Either Party may purchase part or the whole
of the assets of or the other Party's Share Interest in the
JVC at the fair market value to be agreed upon by the Parties
(if no agreement in writing, on the fair market value is
reached between the Parties within 30 days after the
liquidation commences, then an independent assessor may be
retained to determine the value). Assets may be used to
repay any debts of equivalent value owed to either Party.
CHAPTER 16
DISPUTE RESOLUTION
60. Basic Principle:
The Parties shall use their best efforts to settle amicably
through consultations any dispute arising in connection with
this Contract or its performance.
61. Arbitration:
Any dispute mentioned in Article 59 that has not been settled
through consultation within thirty (30) days after a Party
has requested in writing such consultation, may be referred
to by either Party to the Arbitration Institute of the
Stockholm Chamber of Commerce, Sweden at the location and in
accordance with the arbitration proceedings rules thereof,
including:
(1) three arbitrators will be used; and
(2) Party A and Party B shall each appoint an arbitrator
and the third arbitrator shall be appointed by the
Arbitration Institute who shall be the Chair of the
Tribunal. The arbitration award shall be final and
binding upon both Parties.
62. Continuing Performance:
During the arbitration, the Parties shall perform those
portions of the Contract over which there is no dispute
between the Parties and which are not subject to arbitration.
CHAPTER 17
FORCE MAJEURE
63. Force Majeure Events:
(1) Should either Party to this Contract be directly
affected in the performance of this Contract or be
prevented from performing its obligations under this
Contract in time by any event or occurrence not within
the control of the Party affected. including
earthquake, flood, fire, war, strike, riot, blockade,
public disorder, expropriation, nationalization, any
act or failure to act on the part of the government,
the occurrence and the consequences of which are
unpreventable and unavoidable, the Party so affected
shall notify the other Party in writing, and within
fifteen (15) days thereafter provide detailed
information of the event and valid documentary evidence
issued by a notary public of the place where the event
has occurred, and shall also use its best efforts to
mitigate the losses or damage caused by the event of
force majeure.
(2) The Parties shall, through consultations and by taking
into account the effect that event has on the
performance of this Contract, decide whether or not to
terminate this Contract, waive part of the obligations
hereunder or delay the performance of this Contract.
64. Contract Extension:
If the operation of the JVC is partially or entirely
suspended as a result of any force majeure event referred to
in Article 63 herein, the term of this Contract may be
extended by a period not exceeding the length of such
suspension, if so decided by the Parties.
CHAPTER 18
GOVERNING LAW
65. Existing PRC Laws:
This Contract and its interpretation and performance shall be
governed by the existing laws of PRC known to the public.
66. Impact of New Laws:
The Parties specifically agree that should Government
Instrumentality promulgate any new laws or regulations or any
amendment or change is made to the existing laws or
regulations which may adversely affect either Party or the
JVC, the Parties shall promptly consult and make necessary
amendments and adjustments to the relevant provisions of this
Contract in order to eliminate any such negative impact.
CHAPTER 19
NOTICE
67. Notice:
Any notice or communication to be given hereunder shall be
sufficiently given if delivered by courier or if transmitted
clearly by facsimile to the addresses as set forth below.
Any such notice shall be effective only upon actual delivery
or receipt thereof. The address for service or notice of
parties are:
(1) In the case of Party A:
Jixi, Heilongjiang, China
Tel: (086) 453-246-9075, Fax: (086) 453-246-9094
(2) In the case of Party B:
#804 - 750 West Pender Street, Vancouver, British
Columbia, Canada V6C 2T8
Tel: (604) 682-8445, Fax: (604) 682-4380
CHAPTER 20
MISCELLANEOUS
68. Commencement of the Contract:
This Contract shall be effective on the date of the issuance
of the Business License.
69. Schedules:
All schedules attached hereto form parts of this Contract and
shall be binding upon the Parties.
70. Entire Agreement:
If any part of this Contract becomes invalid or ineffective
for any reason, the remaining parts of this Contract shall
continue to have effect and shall continue to be performed by
the Parties. At the same time the Parties shall take
effective rectifying measures to remedy the negative
consequence arising from such invalidity or ineffectiveness.
71. Supersession:
This Contract shall be final and shall supersede any and all
other agreements, oral or written, previously entered into
between the Parties, unless otherwise provided for in this
Contract.
72. Amendment:
No amendment to this Contract shall be valid unless made in
writing and signed by both Parties.
73. Language Discrepancy:
This Contract is written in both Chinese and English and both
versions shall have equal force and effect. Should there be
any dispute on the interpretation of this Contract or the two
versions thereof, the Parties shall resort to Chapter 16 for
the solution.
74. Time is of the essence:
Time is of the essence of this Contract. The Party which
fails to perform its obligations in time shall be responsible
for the consequences arising therefrom.
75. Enurement:
This Contract shall be binding upon and shall enure to the
benefit of both Parties and each of their respective
successors and permitted assigns.
IN WITNESS WHEREOF Party A and Party B have executed this
Contract.
LIUMAO GRAPHITE MINE
by its authorized signatory(ies):
//ss [illegible]
INTEGRATED CARBONICS CORP.
bv its authorized signatory(ies):
//ss [illegible]
COOPERATIVE JOINT VENTURE AGREEMENT
BETWEEN
HEILONGJIANG GEOLOGICAL AND MINING TECHNOLOGY DEVELOPMENT CORP.
AND
DA-JUNG RESOURCES CORP.
August, 1997
CHAPTER 1
PARTIES OF THE COOPERATIVE JOINT VENTURE AGREEMENT
1. The two parties of this Contract and the JVC are:
(1) HEILONGJIANG GEOLOGICAL AND MINING TECHNOLOGY
DEVELOPMENT CORP.
(hereinafter referred to as "Party A"), legally
established and registered in Heilongjiang Province,
the People's Republic of China, China.
<TABLE>
<S> <C>
Address: 65 Zhongshan Lu, Xiangfang District, Harbin,
Heilongjiang, China
Telephone: (086) 0451-566-2783
Facsimile: (086) 0451-566-2732
Legal Ruoshi Jin
Representative:
Title: General Manager
Nationality: Chinese
</TABLE>
(2) DA-JUNG RESOURCES CORP.
(hereinafter referred to as "Party B"), of British
Virgin Islands, legally established and registered in
the British Virgin Islands.
<TABLE>
<S> <C>
Address: P.O. Box 71, Road Town Tortolla, British
Virgin Islands
Telephone: (064) 682-8468
Facsimile: (604) 682-4380
Legal Mario Aiello
Representative:
Title: President
Nationality: Canadian
</TABLE>
CHAPTER 2
DEFINITIONS
2. Unless otherwise provided in this Contract, the words and
phrases defined in this Contract shall have the same
meanings set forth herein:
"Administrative Budget" means the detailed estimation of all
expenses of the JVC in implementing relevant programs,
including the estimation for exploration, approved by the
Board of Directors.
"Articles" refers to Articles of Association of the JVC
containing detailed rules on the establishment and operation
of the joint venture company signed by the Parties as
amended from time to time.
"Approval Authority" means the relevant Chinese governmental
organ or organs, or any department to which authority has
been delegated, which, in accordance with the prevailing
Chinese laws, has the power to approve or not to approve
this Contract or other agreements and documents in
connection with this Contract.
"Board of Directors" refers to the Board of Directors of the
Joint Venture Company.
"Business License" means the license issued by the Chinese
government to the Joint Venture Company allowing it to carry
on business and operate in China.
"Contract" means this agreement and all the attachments and
amendments hereof.
"Contract Areas" means the areas of Heilongjiang over which
Party A holds a direct or indirect mining rights tenure or
permission and in which the Parties intend to carry out any
Operating Activities pursuant to the terms and conditions of
this Contract. However, the ownership of the existing mines
in the Contract Areas is not covered in this definition.
"Contract Rights" includes all agreements, contracts, rights
or offerings obtained from third parties including
Government Instrumentality, as well as all other rights
including right or interest derived from any option
agreement, leases or other contracts, and exploration
permits and mining licenses, permitting the Parties to carry
out any Operating Activities set out hereunder.
"Costs" means all costs and expenses incurred by the JVC or
Parties on behalf of the JVC on Operating Activities in the
Contract Areas or Operating Areas, such as site costs, costs
of explorations, samplings, survey and investigations,
tests, drillings, environmental studies, applying and
maintaining Mining Rights, engineering designs,
constructions of buildings, manufacturing and purchase of
equipment and machinery, development, smelting, expenses for
foreign or Chinese geologists or other experts, independent
engineering, expenses for technical or professional
opinions, costs of acquiring existing geological data and
compensation for the prior geological work, salaries, wages,
benefits, administrative and travel expenses.
"Exploration" means all acts in relation to determination of
the existence, locations, quantities, qualities or the
commercial value of minerals.
"Exploration Area" or "Exploration Areas" means an area or
areas, within the Contract Areas in which the JVC may decide
to carry out any Operating Activities.
"Exploration Licenses" means the licenses, permits or
rights, to conduct exploration activities within the
Operating Areas granted by Government Instrumentality.
"Exploration Program" means any program or plan formulated
by the JVC's geologists and engineers for the exploration of
an Operating Area or Operating Areas.
"Exploration Unit" or "Exploration Units" means an area or
areas, each 1 km2 in size, forming the basic units of an
Exploration Area.
"General Manager" or "Deputy General Manager" means the
individual or entity appointed pursuant to Article 35
herein.
"Government Instrumentality" means any state, provincial,
city , municipal or local government and any department
thereof, or the central bank, court, commission, bureau or
board exercising any regulation, expropriation or taxing
authority under or for the account of any of the foregoing.
"Joint Venture Company" or "JVC" means the cooperative joint
venture company established by the Parties pursuant to
Chapter 4 herein.
"Minerals" means all base and precious metals, industrial
minerals that are discovered or are present within the
Exploration Areas.
"Mining" means mining, extraction, production,
transportation, treatment, filtering or any other mining
production process, including the processing of by-products
and products refining using any method.
"Mining Rights" means mining licenses and contract rights
held by the JVC in the Operating Areas.
"MGMR" means the Ministry of Geology and Mineral Resources
of PRC.
"Operating Activities" means all proprietary activities of
the JVC, including feasibility studies, ore dressing,
prospecting, processing, construction of processing plants
or other activities in relation to mining, transportation,
smelting, or other activities in relation to Minerals
conducted by or on behalf of the JVC.
"Operating Area" or "Operating Areas" means the area or
areas, each comprising a number of Exploration Areas,
defined by geological, mineral and geographic restraints, in
which the JVC decides to carry out any Operating Activities
pursuant to an Operating Budget and Operating Procedures.
"Operating Budget" means the budget prepared by Party B for
each Operating Area estimated on the basis of RMB 2,000 per
km2 on average, to be submitted to the JVC for
implementation.
"Operating Licenses" means all Business License, Exploration
Licenses, Mining Licenses, approvals, permits and
registrations that the JVC may need to operate in Contract
Areas and/or Operating Areas.
"Operating Procedures" means the procedures formulated by
the Board of Directors for carrying out and maintaining
Operating Activities.
"Operating Schedule" means the schedule substantially in the
form shown in Schedule "B" attached hereto and determined by
the Board of Directors according to which Operating
Activities are conducted and completed.
"Option" means the exclusive right and option granted by
Party A to Party B for the acquisition of any or all of
Party A's interest in any Optional Project.
"Optional Project" or "Optional Projects" means any existing
mines owned wholly or partly by Party A within the Operating
Areas.
"Parties" means Party A and Party B as well as their
successors and permitted assigns, and "Party" means either
party.
"Phase I" means the stage of prospecting and exploration and
ends with completion of feasibility studies.
"Phase II" means the stage of mining, development and
production of mines discovered in Phase I.
"PRC" means the People's Republic of China.
"Products" means mineral products produced under mining
rights or other rights.
"Shareholders" means any individual or entity holding the
shares of the JVC. (Initially Party A and Party B).
"Share Interest" means a party's percentage of share
interest in the JVC as adjusted from time to time.
"Subsidiaries" means any individual, partnership, joint
venture, companies or any other business entities controlled
directly or indirectly by a Party.
"Work Days" means all the days in a year less Saturdays,
Sundays and the Chinese Statutory Holidays.
CHAPTER 3
REPRESENTATIONS AND WARRANTIES
3. Party A hereby represents and warrants as follows:
(1) Party A is a subsidiary of Heilongjiang MGMR and as
such has all necessary legal rights and authority to
carry out business in the Province of Heilongjiang as
contemplated by this Contract.
(2) Party A is familiar with the Chinese laws, regulations
and policies relating to the foreign cooperative
exploration of Minerals.
(3) Party A has obtained or is able to obtain the consent
and/or approval of the Government Instrumentality in
relation to the execution of this Contract and the
performance of the obligations hereunder.
(4) Party A's signing, interpretation and execution of this
Contract shall not:
(A) be in conflict with its own purpose and the
purposes of the MGMR and the Articles of the JVC.
(B) be in conflict with any laws, regulations, rules,
orders or judgments of PRC which Party A must
comply with; and
(C) be in conflict with agreements Party A has reached
with any other party.
(5) Any Party A's activities in the Operating Areas do not
involve any substantive amount of toxic substances, and
contaminants or discharge and substances to such
Operating Areas.
(6) Unless otherwise specified hereunder, the JVC shall pay
all taxes in accordance with the laws of PRC.
(7) Party A shall provide no less than 4,000 km2 to Party B
for exploration.
4. Party B represents and warrants that:
(1) Party B is incorporated under the law of the British
Virgin Islands, and is in good standing and valid
existence.
(2) Party B has all the power and authority to execute this
Contract and perform the obligations thereunder and
none of its actions are subject to the consent or the
approval of the government of the British Virgin
Islands.
(3) This Contract will be effective and binding once signed
by Party B and approved by the Approval Authority.
(4) Party B agrees that it shall fully and in good faith
perform each of the obligations set out in this
Contract and shall exercise each of its rights under
this Contract in a reasonable manner.
(5) The input of funds shall be made in accordance with the
investment schedule, and under Operating Budget and
Administrative Budget.
(6) All members of Party B shall comply with PRC laws and
regulations, and local and cultural tradition during
their stay in China.
(7) Party B shall ensure the total investment amount and
will make no less than the amount specified in Schedule
"A" to the JVC. More specifically, Party B shall
invest to the JVC no less than RMB 2,000 per km2 in
which exploration activities are carried out. Party B
shall ensure that the minimum investment amount per km2
is achieved and that the exploration programs are
completed.
CHAPTER 4
ESTABLISHMENT OF THE JOINT VENTURE COMPANY
5. Name of the JVC:
(1) The Chinese name of the JVC shall be: Heilongjiang
Jinlong Mining Co. Ltd.
(2) The English name of the JVC shall be: Heilongjiang
Gold Dragon Mining Co. Ltd.
6. The Business Address of the JVC:
The business address of the JVC shall be #65 Zhongshan Road,
Xiangfang District, Harbin.
7. Compliance of Laws:
All activities of the JVC shall comply with the laws,
regulations and rules of the PRC, and all its proper
business activities and legal rights shall be protected by
the PRC Laws.
8. Establishment of the JVC:
Party A and Party B hereby agree that they shall cause the
JVC to be established upon signing of this Contract on the
basis of the Articles and pursuant to the Law of the
People's Republic of China on China Foreign Cooperative
Joint Ventures, the Detailed Implementing Regulations for
the Law of the PRC on Cooperative Joint Ventures and the
provisions of other Chinese laws and regulations relating to
mining.
9. Responsibility of the Company:
The JVC shall be responsible for its own debts and assets.
Neither Party shall be liable for any debts owed by the JVC
to any third party. Either Party shall only be liable to
the extent of its investment in the JVC.
10. Profits:
The net after tax profits or dividends of the JVC shall be
distributed pro-rata to the Share Interest of the Parties.
11. No Agency:
There is no agency relationship between the Parties and this
Contract does not designate either Party as the agent or
legal representative of the other Party or the JVC. Unless
expressly provided in the provisions of this Contract,
neither Party shall have the power to represent the other
Party or the JVC in connection with any obligations or
responsibilities hereunder.
CHAPTER 5
PURPOSE, BUSINESS SCOPE AND TERM OF COOPERATIONS
12. Purpose:
The purpose of the JVC shall be to enhance economic
cooperation and technical exchange, to use advanced and
appropriate technical and scientific management methods, and
to conduct exploration and other mining activities, so as to
permit the Parties to achieve satisfactory economic benefits
and investment returns, all on the basis of the principles
of fairness, legality, quality and mutual benefit.
13. Business Scope:
The business of the JVC shall be exploration, production and
processing of Minerals, including base and precious metals,
and industrial minerals in order to extract and process such
Minerals or related products.
14. Business in the name of the JVC:
All business exchanges, transactions, contracts, purchases,
operations, negotiations, employment or any activities on
behalf of the Parties shall be conducted in the name of the
JVC, unless expressly set out in this Contract. Neither
Party shall carry on any above-mentioned activities in its
own name, in the other Party's name or in the name of both
Parties in the Operating Areas.
15. Limitation of Scope of the Contract:
Either Party is permitted under this Contract to carry on
similar or competitive operational activities outside the
Contract Areas. However, both Parties will make its best
efforts to perform the obligations to the JVC under the
Contract.
16. Term of the JVC:
The Term of the JVC shall be 30 years commencing on the date
of the issuance of Business License of the JVC.
17. Operation in Operating Areas:
No suspension, delay or termination of any operation in any
Exploration Units, Exploration Areas or Operating Areas
shall affect the operation, including the Operating Budget,
Operating Schedule and Operating Procedure, of any other
Exploration Units, Exploration Areas or Operating Areas or
the Parties' performance of obligations under this Contract.
The JVC may decide, based on the recommendations of
geologists and in view of the best interest of the JVC, to
discontinue or suspend operation in any Exploration Unit or
Exploration Area or Operating Area.
CHAPTER 6
TOTAL INVESTMENT, REGISTERED CAPITAL AND TRANSFER
18. Investment and Registered Capital:
The total investment of the JVC shall be the gross amount of
all the funds required to complete the Operating Activities
in the Operating Areas as determined by the Parties from
time to time on the basis of progress and findings in the
Operating Areas during the term of this Contract but shall
not in any case exceed US$28,000,000 unless decided
otherwise by the Parties pursuant to Article 25 hereunder.
19. Phased Operation:
The operation of the JVC shall be divided into Phase I and
Phase II. Each Party's Share Interest in Phase I shall be
50%.
Phase I commences on the date of the issuance of Business
License and shall continue until all exploration planning,
prospecting, surveying, drilling, all other exploration
works and feasibility studies are completed.
Upon completion of Phase I, Party B's Share Interest shall
be increased to 75% and Party A's Share Interest shall
become 25%. Phase II commences upon decision of the Board
of Directors, based on review and approval of the
feasibility studies report, to proceed with mine and plant
construction in any or all of the Operating Areas.
20. Phased Investment:
(1) The Parties' investment in Phase I shall be as follows:
(A) Party A shall transfer all Operating Licenses, if
any, to the JVC and/or shall, on behalf of the
JVC, immediately and expeditiously secure or
maintain Operating Licenses so that the JVC shall
be able to operate in the Contract Areas or
Operating Areas, as the case may be, and shall
provide all existing and relevant geological data,
as contribution to the JVC.
(B) Party B shall pay the cost of securing Operating
Licenses incurred by Party A on behalf of the JVC.
The exact amount of such payment shall depend on
the total areas to be covered by the Operating
Licenses and shall be determined by the Parties in
Schedule "A" attached hereto.
(C) Party B shall, prior to signing of this Contract,
supply RMB80,000 as compensation for geological
data prepared by Party A. Upon the JVC receiving
its Exploration Licenses, Business License and any
other required permits or approvals necessary for
the commencement of operation in the Operating
Areas, Party B shall input RMB800,000 to the JVC
and the JVC shall pay this sum to Party A as
compensation for all prior geological work
performed by Party A in relation to the Operating
Areas.
(D) Party B shall supply funds in amounts sufficient
to complete Operating Activities contemplated
under Exploration Programs which have been
submitted by either its own geologists or
independent geologists and approved by the Board
of Directors.
(E) No stocks shall be issued and no loans shall be
borrowed in the name of the JVC in Phase I.
(2) The Parties' investment in Phase II shall be as
follows:
(A) For Party A, 25% of all funds needed for Operating
Activities of the JVC in any and all Operating
Areas.
(b) For Party B, 75% of all funds needed for Operating
Activities of the JVC in any and all Operating
Areas.
21. Parties' obligations in Phase I:
(1) Party A shall:
(a) collect, compile and provide all geological data
and information in relation to Operating Areas or
Exploration Areas to be submitted to Party B.
(b) apply for, obtain or maintain Operating Licenses
for Operating Activities within the Operating
Areas.
(c) recommend to JVC Operating Areas for prospecting,
exploration and development.
(d) assist Party B in assessment of Operating Areas
and preparation of feasibility studies.
(e) where an Operating Area or Operating Areas are
owned by a third party which is a subsidiary,
affiliate of or a party related to Party A, Party
A shall make such efforts so that such a third
party may be acquired or merged with the JVC in
order to facilitate investment by Party B.
(2) Party B shall:
(a) provide funds pursuant to Article 20 hereunder for
necessary business activities in Phase I.
(b) facilitate the JVC in retaining or recruiting
foreign experts and management personnel.
c assist the JVC in the importation of technology,
equipment and materials for the Operating
Activities.
(d) conduct feasibility studies.
22. Parties' obligations in Phase II:
(1) Party A shall:
(a) supply 25% of all funds required for Operating
Activities in Operating Areas.
(b) conduct Operating Activities as required of Party
A under this Contract.
(2) Party B shall:
(a) supply 75% of all funds required for Operating
Activities in Operating Areas.
(b) conduct Operating Activities as required of Party
B under this Contract.
23. Confirmation of Investment:
Each time when a Party has made its investment to the
capital of the JVC, an accountant registered in China and
appointed by the Board of Directors shall verify the
contribution and issue a contribution verification report
within 60 days after the receipt of the contribution.
Within 30 days after the receipt of the verification report,
the JVC shall issue an investment certificate in accordance
with regulations governing joint venture enterprises. The
investment certificate shall be signed by the Chairman and
the Vice-Chairman of the Board of Directors.
24. Conditions Precedent:
If any of the provisions below is not satisfied or expressly
waived by both Parties, neither Party shall have any
responsibility to make any contribution to the JVC:
(1) This Contract is executed by the Parties and is in
compliance with the laws of PRC.
(2) This Contract and the Articles executed by the Parties
are approved by the Approval Authority with no material
amendment to the provisions thereof, and without any
additional requirements imposed upon either Party or
the JVC, unless both Parties are informed in advance of
such requirements and have given consent in writing.
(3) The Business License is issued with the scope of
business as provided for in Article 13 hereunder. Both
Parties should receive notice in advance and provide
confirmation in writing should there be any change in
the scope of business.
(4) All relevant agreements listed in this Contract are
executed and approved by the Board of Directors, and
confirmed by the JVC. If required by law, the relevant
agreements have been approved by the Approval
Authority.
(5) All Operating Licenses are issued and transferred to
the JVC without any liabilities or encumbrance attached
thereto.
The Parties agree that within three (3) months after the
issuance of the Business License or within five (5) months
after signing of this Contract by both Parties or during any
extended period of time as agreed to by the Parties, if any
of the conditions above is not satisfied or the Parties have
not waived such a condition, either Party is entitled to
give notice to the other Party in writing of the termination
of the Contract. Thereafter, neither Party shall be under
any obligation to make any investment in the JVC.
25. Adjustment of Capital:
Any increase or reduction in the Registered Capital or the
total investment in the JVC must have both Parties written
agreement, the unanimous endorsement of the Board of
Directors and approval of the Approval Authority.
26. Financing:
The JVC shall mainly rely on Party B for investment. If
there is any shortage of funds when formal mining production
commences (Phase II), the JVC may raise funds in and outside
China to cover the difference between the total investment
and the registered capital. Party A shall help the JVC to
obtain funds within China and Party B shall help the JVC to
obtain funds overseas at competitive terms.
27. Transfer and Assignment of Share Interest:
(1) Either Party may transfer, assign or sell all or part
of its Share Interest in the JVC to a third party or
third parties. Such transfer, assignment or sale of a
Share Interest in the JVC will require the consent of
the other party and approval by the relevant
authorities. Each Party represents that such transfer,
assignment or sale of Share Interest in the JVC will
not affect the Share Interest of the other Party. The
Party transferring, assigning or selling its Share
Interest shall be responsible to ensure the financial
and technical ability of the third party.
(2) Either Party may by separate agreement invite a third
party or parties to participate in the exploration and
or development of the Operating Area(s) and may as
required by the separate agreement transfer, assign or
sell part or all of its interest in the Operating
Area(s). Each Party represents that any such transfer,
assignment or sale of its interest in the Operating
Area(s) shall not affect this Contract or the other
Party's interest and shall become effective upon
approval of the relevant authorities.
28. Failure to Provide Investment Funds:
Subject to Article 17 herein, if a Party fails to provide
any or all the funds contemplated in Article 20(2) of
Chapter 6, then the other Party may supply the funds, and
that Party's interest in the Operating Areas and the JVC
shall be increased accordingly on a pro rata basis.
CHAPTER 7
ADDITIONAL OBLIGATIONS OF THE PARTIES
29. Party A's Additional Obligations:
Party A shall timely and expeditiously perform the following
obligations:
(1) to assist the JVC in its consultation and negotiation
with Government Instrumentality to ensure that the JVC
will be able to operate in accordance with relevant
rules and regulations, and that Party B's rights and
interests are protected; to obtain or assist the JVC in
obtaining its business license, tax registration,
MOFTEC approvals and any other necessary permits or
approvals.
(2) to provide lands for operation and office uses and
labour to the JVC at a competitive price.
(3) to assist the JVC in the importation of equipment and
to facilitate transportation of such equipment within
PRC.
(4) to assist the JVC in the procurement or lease of any
equipment, material, office supplies, vehicles and
telecommunication equipment.
(5) to assist the JVC in securing infrastructures and
services such as the supply of water, power and roads.
(6) to recommend, at the request of Party B or the JVC, to
Party B or the JVC, Optional Projects, and to
facilitate the acquisition of such Optional Projects.
(7) to handle any other matters requested by the JVC.
30. Party B's Additional Obligations:
Party B shall timely and expeditiously perform the following
obligations:
(1) to assist the JVC in the purchase and importation of
equipment, instrument, machinery, vehicles and other
equipment to be imported.
(2) to assist the JVC through the use of foreign experts,
advisers or agents at competitive rate.
(3) to obtain financing when so needed by the JVC.
(4) to contract or subcontract professionals or labour when
necessary.
(5) to handle any other matters once so requested by the
JVC.
CHAPTER 8
BOARD OF DIRECTORS
31. Appointment of Directors:
The Board of Directors shall be formed on the date this
Contract is signed by both Parties to the JVC. The Board of
Directors shall comprise seven (7) members, of which Party A
shall appoint three and Party B shall appoint four. Each
director shall serve a term of three (3) years, which term
can be extended upon expiry by the written confirmation of
the Appointing Party. Either Party can by written notice to
the JVC, dismiss a director it has appointed. Should any
vacancy arise as a result of retirement, dismissal,
resignation, sickness, disability or death, the Appointing
Party shall appoint a new director for the remainder of the
term arising from the vacancy.
32. Chairman and Vice-Chairman of the Board:
The Chairman of the Board of Directors shall be appointed by
Party B and there shall be one Vice-Chairman which shall be
appointed by Party A. The Chairman of the Board is the
legal representative of the JVC and shall only conduct his
or her work within the terms of reference authorized by the
Board of Directors. When the Chairman is unable to perform
the obligations, the Board will appoint the Vice-Chairman or
any director as the legal representative of the JVC.
33. Resolutions of the Board:
The Board of Directors shall be the JVC's supreme organ.
The quorum of the Board meeting shall be 5 directors.
Resolutions of the Board on general matters of the JVC may
be adopted by simple majority. However, the following
action can be taken only with the unanimous resolutions of
the directors who attend a Board of Directors' meeting:
(1) amendment of the JVC's Articles.
(2) merger, division or change of the JVC's organization.
(3) increase or decrease of the number of shares issued for
the purpose of financing by the JVC, application for
loans, and the increase and transfer of registered
capital.
(4) liquidation or dissolution of the JVC.
(5) mortgage of the JVC's assets.
34. Meetings of the Board:
(1) The Board of Directors shall meet at least once a year.
However, if two-thirds or more of directors so request,
an interim meeting of the Board of Directors may be
convened. Meetings of the Board of Directors shall be
convened and chaired by the Chairman, and in the
absence of the Chairman, by the Vice-Chairman. The
Chairman shall give written notice of the Board of
Directors meeting to each director at least 30 days
before the date of the meeting. The notice shall set
out the agenda, time and place of the meeting. Any
director unable to attend a Board of Directors meeting
for any reason, may by written notice appoint a proxy
to attend the meeting. If a director does not attend a
meeting and does not appoint a proxy, he shall be
deemed to have waived his rights to the meeting. If
the Chairman and Vice-Chairman agree, other persons
including experts may be invited to attend a Board of
Directors meeting as observer, but such observers shall
have no right to vote.
(2) The detailed minutes of each meeting of the Board of
Directors shall be signed by the Chairman and Vice-
Chairman of the Board of Directors and then circulate
to every director. The minutes and resolutions shall
be written in both Chinese and English and shall be
kept in the JVC's records once signed by directors who
have attended the meeting.
CHAPTER 9
MANAGEMENT STRUCTURE
35. Management:
(1) The JVC shall establish a business management organ to
be responsible for the day-to-day operation and
management of the JVC. The management organ shall
include the General Manager and the Deputy General
Manager. The JVC shall have a General Manager and a
Deputy General Manager whose appointment shall be
approved by the Board of Directors. The General
Manager shall be nominated by Party A and the Deputy
General Manager shall be nominated by Party B, each for
a term of three years. The term of engagement may be
extended by the Board of Directors. The Board of
Directors shall oversee the performance of the General
Manager and Deputy General Manager of the Company who
shall take charge of the management of the JVC's day-to-
day business and operations in accordance with this
Contract and the resolutions of the Board of Directors
and, through such departments as production,
technology, sales, finance, administration, shall
organize and lead the implementation of the
development, production, sales, processing of the JVC.
(2) All major decisions on the day-to-day operations of the
JVC shall be effective only with the signature of both
the General Manager and Deputy General Manager. The
Board of Directors shall decide on what matters require
the signature of both the General Manager and Deputy
General Manager.
36. Exploration Programs
The JVC's geologists and/or engineers shall carry out Board
approved Exploration Programs in compliance with the
Operating Schedules. Where Exploration Programs are carried
on without third party participation, the JVC's engineers
and or geologists shall act under the leadership of the
General Manager and Deputy General Manager. Where
Exploration Programs are carried on with third party
participation, the JVC's engineers and/or geologist, General
Manager and Deputy General Manager shall act in cooperation
with or under the supervision of the third party's engineers
and geologists in accordance with the Exploration Programs
and Operating Schedules approved by the Board of Directors.
37. Subcontract:
Party B or the JVC may, from time to time and a subcontract
price to be determined on a case by case basis, subcontract
Party A or any of its subsidiaries of affiliates to provide
services in relation to any Operating Activities to be
conducted by Party B or the JVC.
38. Work Standards:
The General Manager and the Deputy General Manager shall
perform to the highest industry standards and efficiency,
and shall observe mining and other relevant industry
practice, and observe the laws of PRC. Where the General
Manager or the Deputy General Manager are grossly negligent
or engaged in malpractice, they may be dismissed and
replaced by resolutions of the Board of Directors' meetings.
CHAPTER 10
FINANCIAL ACCOUNTING
39. Monthly Financial Report:
The JVC shall practice the Chinese accounting system under
Chinese Laws. The General Manager shall provide to each
Party a financial report on or before the 20th day of a
calendar month to reflect the balance of the JVC in the
previous month. The General Manager shall provide a
financial report for the previous year in January every
year. The JVC's accounting year commences January 1 and
ends December 31 every calendar year.
40. Currency:
The JVC shall use both United States Dollars and Renminbi as
its reporting currency for bookkeeping.
41. Language for Accounting:
All JVC's vouchers and accounting books shall be written in
Chinese and the JVC's annual financial statements shall be
written in both English and Chinese and the accounting firm
shall prepare one copy of annual financial statement in
accordance with Generally Accepted Accounting Principle
(GAAP) for Party B.
42. Foreign Exchange Balance:
The JVC shall establish foreign exchange and Renminbi bank
accounts at banks to be chosen by the Board of Directors.
The JVC shall, in accordance with the laws and requirements
of PRC, apply for and maintain foreign exchange
certificates. The JVC will obtain sufficient foreign
exchange to meet its needs. All expenses incurred in
currency conversion will be deemed as the JVC's operational
expenses.
43. Product Sales:
The JVC shall sell its Products pursuant to the laws and
regulations of PRC.
44. Products Price:
The price of the JVC's Products shall be determined by the
General Manager and Deputy General Manager and approved by
the Board of Directors in accordance with the laws and
regulations of PRC and the price guidelines formulated by
the Board of Directors.
CHAPTER 11
TAX AND AUDIT
45. Taxes Payable:
The JVC shall pay taxes in accordance with the applicable
laws and regulations of PRC, and shall enjoy the
preferential tax treatment it is entitled to under the
Income Tax Law for Foreign Investment Enterprises and other
applicable laws and regulations of PRC. In respect, Party A
shall give its utmost assistance.
46. Profits Distribution:
Profits shall be distributed to the Parties according to the
following principle:
(1) the Board of Directors shall, within four months of the
end of a financial year, and after deductions are made
for common reserve, worker's compensation and pension,
decide on the amount of retained earnings and the pro-
rata distribution of dividend. The dividend to be
distributed to the Parties shall not exceed 75% of the
profit.
(2) any gross profit generated annually in any of the
Operating Areas shall first be used for payment of
taxes, fees and charges in accordance with the
provisions of applicable tax laws and regulations of
PRC, and the remainder shall be the profit to be
allocated between Party A and Party B in accordance
with their Share Interest.
(3) Party B shall enjoy priority in receiving foreign
exchange payment in any profit of the JVC. Foreign
exchange will be U.S. Dollars converted from Renminbi,
with the conversion rate being the average sell and buy
rate at the People's Bank of China of the date when the
Board of Directors decides to distribute profits. If
the JVC does not have sufficient foreign exchange to
advance to Party B, the JVC shall, as instructed by
Party B, convert the Renminbi profit payable to Party B
at the bank at the average exchange rate for foreign
exchanges, and pay such converted foreign exchange to
Party B. If the JVC is unable to make such converted
foreign exchange to Party B. If the JVC is unable to
make such conversion, then is shall, as instructed by
Party B, deposit an equivalent amount in Renminbi in an
independent savings account opened in the name of the
JVC. The JVC or Party A shall not use the principal or
interest thereon in this account. If Party B's
instructions and requirements comply with the laws of
PRC, the JVC should immediately perform the
instructions of Party B to deposit Party B's profits
into the bank account.
47. Inspection and Auditing:
The auditing of the accounts of the JVC shall be conducted
through accounting firms registered in China.
CHAPTER 12
INSURANCE
48. Board to Decide:
The JVC shall take out insurance from the Chinese People's
Insurance Company or another insurance company registered in
the PRC in instance where the Chinese People's Insurance
Company cannot provide adequate coverage or the necessary
form of insurance.
49. Insurance Plan:
The insurance plan of the JVC may include anyone or more of
the following or other items as may be agreed upon by the
Board of Directors:
(1) damages to and expenses of all drilling installations
and equipment and other assets, including damages to
and expenses of the assets used on work sites or supply
basis for any mining operations.
(2) any equipment or installations for productions, storage
or transportation or processing facilities or
buildings.
(3) the JVC's use or lease or any equipment, facilities,
vehicles, etc. for providing services to or for the
implementation of the mining operations.
(4) losses and expenses incurred during the transportation
or storage - in-transit of goods and materials.
(5) the labour, life and pension insurance of employees of
the JVC.
50. As Operating Costs:
All insurance expenses shall be recorded as operating costs.
CHAPTER 13
LABOUR MANAGEMENT
51. Labour Policy:
All decisions on retirement, employment, termination,
resignation as well as employee benefits shall be made on
the basis of the Labour Law, Labour Management Relations for
Foreign Invested Enterprises and other applicable laws of
PRC (hereinafter collectively the "Labour Law"). The JVC's
regulations on labour management shall be approved by the
Board of Directors and implemented by the General Manager.
52. Employment Contract:
The JVC shall enter into employment contract individually
with employees. The JVC shall employ management personnel
based on the requirement and the standard set by the Board
of Directors.
53. Benefits:
The JVC shall provide expatriates salaries and benefits at a
level compatible to the salaries and benefits received by
expatriates in similar positions in other mining enterprises
with foreign investment established in Harbin, China. The
JVC shall provide salaries and benefits to the Chinese
employees, in compliance with the Labour Law and compatible
to the salaries and benefits received by Chinese employees
in similar positions in enterprises with foreign investment
established in Harbin, China.
54. Hiring:
The JVC shall employ people base on their skills, character
and work experience. The General Manager and Deputy General
Manager shall make decisions as to the number and level of
employees to be hired based on the needs of the JVC. All
employees are subject to a six month probation before they
are formally employed by the JVC.
CHAPTER 14
CONFIDENTIALITY
55. General Provisions:
This Contract and all related documents, materials,
technical, geological and financial data and reports shall
be kept strictly confidential. Except otherwise provided
for in this Contract, no content of the aforementioned
documents shall be disclosed to a third party or the public
without the prior written consent of the other Party, which
consent shall not be unreasonably withheld.
56. Term and Confidentiality:
The term of confidentiality shall end one (1) year after the
termination of this Contract. If a Party has transferred
all its interests, then that Party will be bound by the
confidentiality provisions for two years after the transfer.
57. Exceptions:
The JVC may, as decided by the Board of Directors, furnish
necessary documents, information, data and reports to a
third party or affiliates. Such third party and affiliate
may include:
(1) banks or other credit institutions from which financing
is sought by either Party to this Contract for the
implementation of this Contract.
(2) a potential assignee or assignees to whom rights
and/or obligations under this Contract may be assigned.
However, the assigning party shall ensure the credit
worthiness of the assignee.
(3) professionals such as lawyers and accountants from whom
either Party wishes to obtain professional services in
preparing or implementing this Contract.
(4) the governments and stock exchanges of either Party,
provided the Parties report to the Board of Directors
in advance.
58. Continuing Obligations:
The obligations in this Chapter 14 are continuing
obligations and shall survive any expiry, non-effectiveness,
termination, cancellation or amendment of this Contract.
CHAPTER 15
ENVIRONMENTAL PROTECTION AND SAFETY
59. Compliance with Laws:
The JVC shall comply with the laws and regulations published
by the government of PRC in relation to environmental
protection and safety in the course of Operating Activities.
The JVC shall not be held liable to any damage or
destruction to the environment which has been caused or
existed before the establishment of the JVC.
60. Contacts with Governmental Instrumentality:
The JVC shall establish and maintain contact with Government
Instrumentality in relation to its operation. In this
respect, Party A shall take concrete actions to support and
to help with the preservation of public security and orderly
operation at and in the vicinity of all Operating Areas.
CHAPTER 16
TERMINATION OF JOINT VENTURE
61. Termination:
The term of the JVC shall expire 30 years from the date of
issuance of Business License to the JVC. At the request of
either Party and upon the approval of the Board of
Directors, an application for extension may be made to the
original Approval Authority at least 180 days prior to the
expiry of the term of the JVC.
62. Early Termination:
The JVC shall terminate on the expiry of the term of
cooperation unless any of the following circumstances occurs
which may constitute reasons for terminating this Contract
prior to expiry of the term:
(1) either Party materially breaches any provisions of this
Contract and fails to rectify such breach within 90
days after receiving a written notice of the breach
from the non-breaching Party.
(2) an event of force majeure makes it impossible to
implement this Contract and the Parties are unable to
find a solution thereto.
(3) the JVC suffers serious losses prior to the expiry of
the term of this Contract, or there is an unfavourable
change to the exploration and the production conditions
which makes it impossible to achieve the purpose of the
JVC and there is no means of rectification.
(4) either Party for any reason ceases being an independent
legal entity or is the subject of dissolution or
liquidation procedures or ceases its business or is
unable to pay its debts.
(5) both Parties consider that early termination of this
Contract is in the best interest of both Parties.
63. Liquidation:
Where this Contract expires or is terminated pursuant to the
Articles, the JVC shall:
(1) liquidate the assets, pay all debts, and to distribute
any balance to the Parties pro rata to Share Interest.
(2) provide to each Party a complete list of assets.
(3) Apply to cancel Business License.
64. Sale of Assets:
During the liquidation process, the General Manager will
make his/her best efforts to sell all assets of the JVC,
including Mining Rights. Either Party may purchase part or
the whole of the assets of the JVC at the fair market value
to be agreed upon the Parties (if no agreement in writing on
the fair market value is reached between the Parties within
30 days after the liquidation commences, then an independent
assessor may be retained to determine the value). Assets
may be used to repay any debts of equivalent value owed to
either Party.
CHAPTER 17
DISPUTE RESOLUTION
65. Basic Principle:
The Parties shall use their best efforts to settle amicably
through consultations any disputes arising in connection
with this Contract or its performance.
66. Arbitration:
Any dispute mentioned in Article 66 that has not been
settled through consultation within seven (7) days after a
Party has requested in writing for such consultation, may be
referred to by either Party to Beijing International
Economic and Trade Arbitration Commission of China in
accordance with the arbitration proceedings rules thereof,
including;
(1) all proceedings of the arbitration will be conducted in
Chinese;
(2) three arbitrators will be used and all should have
Chinese proficiency; and
(3) Party A and Party B shall each appoint an arbitrator
and the third arbitrator shall be appointed by the
Arbitration Commission who shall be the Chair of the
Tribunal. The arbitration award shall be final and
binding upon both Parties.
67. Continuing Performance:
During the arbitration, the Parties shall perform those
portion of the Contract over which there is no dispute
between the Parties and which are not subject to
arbitration.
CHAPTER 18
FORCE MAJEURE
68. Force Majeure Events:
(1) Should either Party to this Contract be directly
affected in the performance of this Contract or be
prevented from performing its obligations under this
Contract in time by any event or occurrence not within
the control of the Party affected, including
earthquake, flood, fire, war, strike, riot, blockade,
public disorder, expropriation, nationalization, any
act or failure to act on the part of the government,
the occurrence and the consequences of which are
unpreventable and unavoidable, the Party so affected
shall notify the other Party in writing, and within
fifteen (15) days thereafter provide detailed
information of the event and valid documentary evidence
issued by a notary public of the place where the event
has occurred, and shall also use its best efforts to
mitigate the losses or damage caused by the event of
force majeure.
(2) The Parties shall, through consultations and by taking
into account the effect that event has on the
performance of this Contract, decide whether or not to
terminate this Contract, waive part of the obligations
hereunder or delay the performance of this Contract.
69. Contract Extension:
If any or all the Operating Activities in any Operating
Areas are partially or entirely suspended as a result of any
force majeure event referred to in Article 68, the operation
in any such Operating Areas or the term of this Contract may
be extended by a period not exceeding the length of such
suspension.
CHAPTER 19
GOVERNING LAW
70. Existing PRC Laws:
This Contract and its interpretation and performance shall
be governed by the existing law of PRC known to the public.
71. Impact of New Laws:
The Parties specifically agree that should Government
Instrumentality promulgate any new laws or regulations or
any amendment or change is made to the existing laws or
regulations which may adversely affect either Party or the
JVC, the Parties shall promptly consult and make necessary
amendments and adjustments to the relevant provisions of
this Contract in order to eliminate any such negative
impact.
CHAPTER 20
NOTICE
72. Notice:
Any notice or communication to be given hereunder shall be
sufficiently given if delivered by courier or if transmitted
clearly by facsimile to the addresses as set forth below.
Any such notice shall be effective only upon actual delivery
or receipt thereof. The address for service or notice of
parties are:
(1) IN the case of Party A:
#65 Zhongshan Street, Xiangfang District, Harbin,
Heilongjiang, China
(2) In the case of Party B:
#804, 750 West Pender Street, Vancouver, British
Columbia, Canada V6C 2T8
CHAPTER 21
MISCELLANEOUS
73. Commencement of the Contract:
This Contract shall be effective the date of the issuance of
the Business License.
74. Entire Agreement:
If any part of this Contract becomes invalid or ineffective
for any reason, the remaining parts of this Contract shall
continue to have effect and shall continue to be performed
by the Parties. At the same time the Parties shall take
effective rectifying measures to remedy the negative
consequences arising from such invalidity or
ineffectiveness.
75. Supersession:
This Contract shall be final and shall supersede any and all
other agreements, oral or written, previously entered into
between the Parties, unless otherwise provided for in this
Contract.
76. Amendment:
No amendment to this Contract shall be valid unless made in
writing and signed by both Parties.
77. Language Discrepancy:
This Contract is written in both Chinese and English and
both versions shall have equal force and effect. Should
there be any dispute on the interpretation of this Contract
or the two versions thereof, the Parties shall resort to
Chapter 17 for the solution.
78. Time is of the essence:
Time is of the essence of this Contract. The Party which
fails to perform its obligations in time shall be
responsible for the consequences arising therefrom.
79. Enurement:
This Contract shall be binding upon and shall enure to the
benefit of both Parties and each of their respective
successors and permitted assigns.
IN WITNESS WHEREOF Party A and Party B have executed this
Contract.
HEILONGJIANG GEOLOGICAL AND MINING TECHNOLOGY
DEVELOPMENT CORP.
By its authorized signatory(ies):
SEAL
//ss Signed by JIN, Ruoshi
DA-JUNG RESOURCES CORP.
By its authorized signatory(ies):
//ss Signed by Mario Aiello
Dated: September 9, 1997
December 16, 1998
United States Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
I am a certified public accountant, licensed by the State of
Nevada. I make this statement with the understanding that it will
be filed with a Form 10-SB for Integrated Carbonics Corp. I
performed an audit for PLR, Inc. (later known as Integrated
Carbonics Corp.) for the years ended December 31, 1996, 1995, and
1994. I issued an Independent Auditors' Report, concerning those
periods, on November 10, 1997, including a Balance Sheet,
Statement of Operations, Statement of Stockholders' Equity, and
Statement of Cash Flows, together with Notes to those Financial
Statements. At the time of this audit, the company was a
development stage company whose business plan was to find a
merger partner.
The Company later needed an audit for the period January 1, 1997
through November 10, 1997, for purposes of a Private Offering of
its common stock. The Company decided to use another auditor for
this purpose. This change was not due to any dispute or
disagreement concerning the previous audit, but was made because
of my preference to audit companies in their developmental stage.
/s/ Barry L. Friedman
Barry L. Friedman
Certified Public Accountant
December 16, 1998
United States Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
I am a certified public accountant, licensed by the State of
Nevada. I make this statement with the understanding that it will
be filed with a Form 10-SB for Integrated Carbonics Corp. I
performed an audit for Integrated Carbonics Corp. for the period
January 1, 1997 through November 10, 1997, including a Balance
Sheet, Statement of Operations, Statement of Stockholders'
Equity, and Statement of Cash Flows, together with Notes to those
Financial Statements, and issued my report by letter dated
December 2, 1997. At the time of this audit, the company was in
the process of making a Private Offering of its common stock and
needed the audit to include with the memorandum. The Company
decided to use another auditor for their annual audit for the
period ended December 31, 1997. This change was not due to any
dispute or disagreement concerning the previous audit.
/s/Kurt D. Saliger, CPA
Kurt D. Saliger CPA
[Integrated Carbonics Corp. Letterhead]
NEWS RELEASE
FOR IMMEDIATE RELEASE JANUARY 6, 1998
Trading Symbol: ICCN (OTC:BB)
JOINT VENTURE PARTNERSHIP ESTABLISHED IN CHINA
Integrated Carbonics Corp. announced today that it has entered
into a Sino-Foreign Equity Joint Venture with the Liumao Graphite
Group of Heilongjiang Province in the People's Republic of China.
The joint venture is established for the construction and
operation of a value added graphite processing plant located at
the sight of the Liumao Graphite Mine near Jixi, China. The
plant will produce higher value graphite products than those
currently produced at the mine. The end products will then be
sold to world markets at values ranging from US$3,000/ton to
US$15,000/ton depending on the processed product.
The Company is an 80% equity holder in this 30-year joint
venture. The joint venture is targeting initial annual
production of approximately 3,000 tons per annum (TPA) of high
purity graphite with a market value (by current standards) in
excess of US$30 million. The Company's joint venture partner,
Liumao Graphite Group, is China's largest producer and exporter
of graphite flake with current production of 36,000 TPA and
reserves of 350,000,000 tons containing 13.8% graphite.
The market is driven by the demand for production materials that
are lighter, stronger, more resilient, more conductive, less
corrosive and tolerant of temperature extremes. Natural high
purity graphite fills these criteria for many industries
including the auto, computer, sporting goods, aerospace and
artificial diamond industries. The world market for graphite
products was estimated by the US Government to be $5.5 billion in
1991.
Integrated Carbonics Corp. acquired this joint venture asset from
Da-Jung Resource Corp. as part of a purchase of certain of Da-
Jung's assets in the People's Republic of China. The Company
also acquired Da-Jung's Mineral Exploration Rights in joint
venture with the Heilongjiang Bureau of Geology. The total
consideration for these assets was 6,150,000 consolidation common
shares, which are restricted under Rule 144, plus US$200,000 to
be paid under scheduled repayment terms.
PRIVATE PLACEMENT
The Company further announced that it is undertaking a Private
Placement pursuant to exemptions from registration provided by
Section 3(b) Regulation D and Rule 504. The Company will raise a
total of US $989,000 through the sale of 2,300,000 units at a
price of $0.10. Each unit consists of 1 share and 1 share
purchase warrant exercisable at a price of $0.33 for a period of
six months from the close of the offering. The financing will be
used in part for detailed engineering design of the Phase 1 plant
construction, partial payment to Da-Jung for the acquisition and
for general working capital.
Integrated Carbonics Corp. is a Nevada company formerly known as
PLR, Inc. Among several resolutions passed at a Special Meeting
of the Shareholders, the Company name was changed to Integrated
Carbonics Corp. to reflect a change in the business focus of the
Company. Resolutions were also passed to approve the
transactions between the Company and Da-Jung as well as approve a
reverse stock split of 100:1. The issued and outstanding shares
of the Company as of the date of this News Release is 6,795,000
shares of which 6,150,000 are restricted under Rule 144.
Statements made herein are forward-looking in nature within the
meaning of the Private Securities Litigation Reform Act of 1995
and are subject to risks and uncertainties that could cause
actual results to differ materially. Such risks and
uncertainties include, abut are not limited to, those related to
business conditions and the financial strength of the graphite
industry.
For further information, please contact:
INVESTOR RELATIONS: 1-888-734-7774
OR
Robert Tyson, Vice President, Corporate Communications:
(604) 682-8445
Email: [email protected]
Web Site: www.integratedcarbonics.com
[Integrated Carbonics Corp. Letterhead]
NEWS RELEASE
FOR IMMEDIATE RELEASE JANUARY 14, 1998
TRADING SYMBOL: ICCN (OTC:BB)
INTEGRATED CARBONICS CORP. ANNOUNCES APPOINTMENTS TO ITS BOARD OF
DIRECTORS
Integrated Carbonics Corp. announced today that it has appointed
H. Frank Foster and Mario C. Aiello to its Board of Directors and
to executive management positions with the Company.
In addition to his Board responsibilities, Mr. Foster has
accepted the position of Executive Vice President and Chief
Financial Officer. Mr. Foster has had an extensive career in the
resource and financial sectors. His most recent position was
Executive Vice President and CFO of Orenda Forest Products, a
successful forest products company listed on the Toronto Stock
Exchange. Mr. Foster oversaw the development of Orenda's $550
million pulp and paper mill project to the stage of construction
readiness. He also has extensive experience in corporate banking
working with one of Canada's major banks and the mining industry
after working with one of Canada's largest consulting engineering
firms.
Mr. Aiello has accepted the positions of Vice President, Business
Development and Director. In his 15 years as an advisor and
consultant he has successfully developed financial and
administrative programs for clients in market segments ranging
from high tech to natural resources. These include clients
currently operating in China. Mr. Aiello has also successfully
secured financing and/or share listing status for more than 30
separate clients on both Canadian and U.S. exchanges.
Messrs. Foster and Aiello join the Company's current Board of
James Dade Fawcett, President; Robert Tyson, Vice
President/Secretary and Robert Hoegler, Director effective
immediately.
On January 13, 1998, the Company granted director and employee
stock options on 2,000,000 shares at a price of $2.00 expiring on
January 13, 2001.
Integrated Carbonics Corp. is an 80% equity partner in a Sino-
Foreign Equity Joint Venture with the Liumao Graphite Group of
Heilongjiang Province in the People's Republic of China. The
joint venture was established to construct and operate a value-
added graphite processing plant at the site of the Liumao Mine
near Jixi, China. The plant will produce higher value graphite
products than those currently produced at the mine and sell the
graphite products to the world's markets at prices ranging from
US $3,000/ton to US $15,000/ton depending on the processed
product.
Statements made herein are forward-looking in nature within the
meaning of the Private Securities Litigation Reform Act of 1995
and are subject to the risks and uncertainties that could cause
actual results to differ materially. Such risks and
uncertainties include, but are not limited to, those related to
business conditions and the financial strength of the graphite
industry.
Contact: Investor Relations @ 1-888-734-7774, or, Robert Tyson,
Vice President, Corporate Communications @ (604) 682-8445.
Email: [email protected]
Web Site: www.integratedcarbonics.com
[Integrated Carbonics Corp. Letterhead]
NEWS RELEASE
FOR IMMEDIATE RELEASE JANUARY 27, 1998
TRADING SYMBOL: ICCN (OTC:BB)
PRIVATE PLACEMENT CLOSED; AUDITORS APPOINTED
Integrated Carbonics Corp. announced today that it has closed a
Private Placement previously announced on January 6, 1998.
The Private Placement consisting of 2,300,000 units was fully
subscribed at a price of $0.10 per unit. Each unit consists of
one share and one share purchase warrant exercisable at a price
of $0.33 each for a period of six months from today's close date.
The Company undertook the Private Placement pursuant to
exemptions from registration provided by Section 3(b) Regulation
D and Rule 504 to raise a total of US $989,000. The funds will
be used in part for detailed engineering design of the Phase 1
plant construction.
The Company further announces the appointment of the accounting
firm Deloitte and Touche as the Company's auditors. The
Vancouver offices of Deloitte and Touche will begin an immediate
audit of the Company's operations while the firms Beijing office
will represent the Company's interest by performing audits of the
Joint Venture Company in China on behalf of ICC.
Integrated Carbonics Corp. is an 80% equity partner in a Sino-
Foreign Equity Joint Venture with the Liumao Graphite Group of
Heilongjiang Province in the People's Republic of China. The
purpose of the joint venture is to construct and operate a value-
added graphite processing plant at the site of the Liumao Mine
near Jixi, China. The plant will produce higher value graphite
products than those currently produced by the mine and sell the
graphite products to the world's markets.
Contact: Investor Relations @ 1-888-734-7774, or, Robert Tyson,
Vice President, Corporate Communications @ (604) 682-8445.
Email: [email protected]
Web Site: www.integratedcarbonics.com
NEWS RELEASE
For Immediate Release May 07, 1998
Trading Symbol: ICCN (OTC:BB)
INTEGRATED CARBONICS CORP. MEETS FIRST QUARTER CORPORATE
DEVELOPMENT GOALS
The management of Integrated Carbonics Corp. (ICC) are pleased to
announce that the Company has achieved its first quarter
corporate development milestones.
One of the prime corporate development goals for the Company is
to become a full reporting company as defined by the SEC at the
earliest possible time. To that end, Deloitte & Touche completed
the Company's first audit in March. ICC filed its Form 10 and 10-
K with the SEC and published its first Annual Report. The Company
is also listed with Standard & Poors.
The Joint Venture, of which ICC is an 80% equity partner with the
Liumao Graphite Group of China, received a preliminary
Feasibility Study prepared in China by the Shuzhou Design and
Research Institute of Non-Metallic Minerals Industry, State
Construction Material Industry Bureau (Shuzhou Institute). The
focus of the Feasibility Study is the design, construction and
operation of a High Purity Graphite Processing Plant. This is the
first phase of three processing facilities to be constructed and
operated by the Joint Venture. The Shuzhou Institute is the only
Class A Design and Research Institute for the non-metallic
industry in China. The Institute has been heavily involved to
date in the development of the manufacturing facilities of the
Liumao Mining Complex as well as many other mines and processing
plants across China.
As a follow-up to the Feasibility Study completed by the Shuzhou
Institute, ICC engaged Rescan Engineering Ltd. to further develop
the engineering and complete the feasibility prior to undertaking
detailed engineering of the High Purity Graphite Processing Plant
in conjunction with the Shuzhou Institute.
Rescan Engineering Ltd. is a full service engineering firm
offering specialist services to the international mining and
mineral processing industry. Rescan is providing ICC with a
dedicated, multi-discipline team to undertake feasibility,
engineering and construction of the High Purity/Expandable
Graphite Plant.
ICC has also retained two independent research and testing
laboratories in Canada to test and evaluate graphite samples. The
tests are an essential element of feasibility and engineering
design.
ICC has engaged MCA Equties Ltd. to provide administrative and
investor relations consulting services. MCA's priority objective
is to introduce investor relations professionals of various
disciplines to the Company. The Company and MCA have common
directors.
The business focus of Integrated Carbonics Corp. is to design,
construct and operate a three stage value-added graphite
processing facility with its Joint Venture partner, Liumao
Graphite Group. After completion of construction of the first
processing plant, the Joint Venture will begin processing and
selling higher value graphite to the world's markets.
Some statements made herein may be forward-looking in nature
within the meaning of the Private Securities Litigation Reform
Act of 1995 and are subject to the risks and uncertainties that
could cause actual results to differ materially. Such risks and
uncertainties include, but are not limited to, those related to
business conditions and the financial strength of the graphite
industry.
Contact: Investor Relations: 1-888-734-7774 or Robert Tyson, Vice
President, Corporate Communications - (604) 682-8445 E-Mail:
[email protected] Web Site: www.integratedcarbonics.com
NEWS RELEASE
For Immediate Release May 25, 1998
Trading Symbol: ICCN (OTC:BB)
ICC RECEIVES POSITIVE LABORATORY TEST RESULTS
Further to the Company's News Release of May 7, 1998, ICC further
reports progress with respect to engineering of its HIGH
PURITY/EXPANDABLE GRAPHITE PROJECT.
ICC commissioned Lakefield Research Ltd. of Ontario, Canada to
conduct laboratory testing of graphite samples from the Liumao
Mine for the purpose of establishing a process design for the
production of high purity graphite (99%+).
Lakefield's research laboratory has completed tests of a two
stage leaching process (pressure and atmospheric) and has
determined the process and conditions required to produce the
project's first desired product (99%+ purity graphite).
Laboratory scale samples were passed through the defined process
to successfully produce a 99%+ graphite flake product.
Results: determinations from this process testing program are
being utilized in the engineering of the High Purity/Expandable
Plant currently underway.
Integrated Carbonics Corp. is an 80% equity partner in a Sino-
Foreign Equity Joint Venture with the Liumao Graphite Group of
Heilongjiang Province in the People's Republic of China. The
purpose of the joint venture is to construct and operate a value-
added graphite processing plant at the site of the Liumao
Graphite Mine in China. The plant will produce higher value
graphite products than those currently produced by the mine and
sell the graphite products to the world's markets.
Contact: Investor Relations: 1-888-734-7774 or Robert Tyson, Vice
President, Corporate Communications - (604) 682-8445 E-Mail:
[email protected] Web Site: www.integratedcarbonics.com
NEWS RELEASE
For Immediate Release July 15, 1998
Trading Symbol: ICCN (OTC:BB)
ICC COMPLETES DETAILED FEASIBILITY STUDY AND BEGINS PILOT PLANT
TRIALS
Further to the Company's News Release of May 26, 1998, ICC
reports the completion of a comprehensive Feasibility Study of
its High Purity/Expandable Graphite Project.
ICC commissioned Rescan Engineering Ltd. of Vancouver, Canada to
undertake the feasibility study for its High Purity/Expandable
Graphite Project in China. Rescan is a full service engineering
firm offering specialist services to the international mining and
mineral processing industry. Rescan was assisted with cost
estimates by the Shuzhou Design and Research Institute of Non-
Metallic Minerals Industry, State Construction Material Industry
Bureau (Shuzou Institute), which is the only Class A Design and
Research Institute for non-metallic industry in China.
On the basis of the design of the plant and the results of
Rescan's feasibility study, ICC has commenced pilot plant trials
to test the process on larger volume samples in advance of its
customer sampling program.
Integrated Carbonics Corp. is an 80% equity partner in a Sino-
Foreign Equity Joint Venture with the Liumao Graphite Group of
Heilongjiang Province in the People's Republic of China. The
purpose of the joint venture is to construct and operate value-
added graphite processing plants at the site of the Liumao
Graphite Mine in China. The plants will produce higher value
graphite products than those currently produced by the mine and
sell the graphite products to the world's markets
Contact: Investor Relations: 1-888-734-7774 or
Robert Tyson, Vice President, Corporate Communications - (604)
682-8445
E-Mail: [email protected]
Web Site: www.integratedcarbonics.com
NEWS RELEASE
For Immediate Release July 29, 1998
Trading Symbol: ICCN (OTC:BB)
ICC RECEIVES BUSINESS LICENSE IN CHINA
Management is pleased to announce that its Sino-Foreign Equity
Joint Venture with the Liumao Graphite Group in Heilongjiang
Province, People's Republic of China has received its Business
License. The joint venture company is now licensed to operate as
Liumao ICC Graphite Products Ltd.
The Business License was issued following the approval of the
Rescan Feasibility Study by the Jixi City Planning Commission.
The Feasibility Study was prepared and presented to the
Commission by Rescan Engineering Ltd. of Vancouver, Canada with
the assistance of the Shuzou Design and Research Institute of
China.
The term of the Business License runs through June, 2028 which is
the full term of the Company's Joint Venture Agreement with the
Liumao Graphite Group. Integrated Carbonics Corp. is an 80%
equity partner in Liumao ICC Graphite Products Ltd.
The business of the Company is to construct and operate value-
added graphite processing plants and sell the resulting products
to the world's markets. The newly issued business license allows
Liumao ICC Graphite Products Ltd. to produce and sell high purity
graphite, expandable graphite and other graphite products.
Contact: Investor Relations: 1-888-734-7774 or
Robert Tyson, Vice President, Corporate Communications - (604)
682-8445
E-Mail: [email protected]
Web Site: www.integratedcarbonics.com
NEWS RELEASE
For Immediate Release August 12, 1998
Trading Symbol: ICCN (OTC:BB)
ICC SIGNS LETTER OF INTENT
Management announced today that it has entered into a Letter of
Intent with the Yichang Hengda Graphite Group of Yichang,
People's Republic of China that advances the Company's project
development mandate ahead of its original schedule.
Management has taken significant steps toward accelerating the
mandate of the Company through potential investment in existing
and newly constructed graphite processing plants in China. The
key benefits of these acquisitions are that they will accelerate
the Company toward cash flow from operations, push the Company's
participation in high value graphite processing ahead by 2-4
years and allow the Company to offer an array of products to
customers.
The first project is an 8,000 tons per annum (Tpa) Graphite Mine
and Floatation Plant. This project has an established market for
its output, selling product to domestic and export clients. ICC
can realize early cash flow from its participation in this Joint
Venture as plant commissioning is scheduled for fall/98. Detailed
feasibility, infrastructure and major equipment installation are
complete. This joint venture will benefit from preferential tax
policies and incentives.
The second project is a 300 Tpa Graphite Sheet (Foil) Plant
located at the Yichang site. This Joint Venture will be part of
an expansion of Yichang's current sheet plant operations. There
is an established export market for the proposed output of the
new sheet plant. As well, Feasibility Study and approvals by the
State Planning Commission and Economic Commissions are issued.
Both of these joint ventures are in addition to the 80% interest
the Company has in ICC Liumao Graphite Products Ltd. as announced
in the Company's News Release of July 29, 1998. The average
internal rate of return of the three projects described herein is
projected to be in excess of 90%.
The business of ICC is to construct and operate value-added
graphite processing plants and sell resulting products to the
world's markets. ICC is concentrating its current development in
China due to its status as the world's number 1 producer of
graphite and the low operating costs which contribute to the high
rates of return anticipated by the Company.
This News Release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995
and are subject to the risks and uncertainties that could cause
actual results to differ materially. Such risks and uncertainties
include, but are not limited to, those related to business
conditions and the financial strength of the graphite industry.
- -----------------------------------------------------------------
- -------
Contact: Investor Relations: 1-888-734-7774 or
Robert Tyson, Vice President, Corporate Communications - (604)
682-8445
E-Mail: [email protected]
Web Site: www.integratedcarbonics.com
For Immediate Release December 9, 1998
Trading Symbol: ICCN (OTC:BB)
ICC SIGNS MILESTONE AGREEMENTS IN CHINA
Management announces today that Integrated Carbonics Corp. has
entered into an agreement with Yichang Hengda Graphite Group of
Yichang, People's Republic of China to establish a cooperative
joint venture company, Yichang Integrated Carbonics Company
Limited.
This milestone is a significant advancement of the Company's
efforts to accelerate its mandate through investment in operating
graphite processing plants in China as announced on August 13,
1998. At that time, the Company's President stated that
completion of these agreements marks a milestone that:
accelerates the Company toward cash flow from operations,
pushes the
Company's participation in high value graphite processing
ahead by 2-4 years and
allows the Company to establish itself as a quality value-
added producer in the PRC".
Under the terms of the Agreement, ICC will own 55% of Yichang
Integrated Carbonics Company Limited which will have the
following operations and assets:
1.Mining rights to a 6,000,000 tonne (proven and probable)
graphite deposit in Yichang County grading over 13% with a new
8,000 tpa flotation, mining and concentrate production facility
located at the sight of the ore body in Yichang County. This
facility is currently producing medium and high carbon graphite
concentrate.
2.A 1,000 tpa Graphite Sheet (Foil) operation. In addition,
plants for drying, screening and classification (15,000 tpa), a
98%-99% high purity plant, and a 1,000 tpa expandable graphite
plant.
From this joint venture, ICC expects to realize revenue from
operations in the first quarter of 1999. In addition to expected
revenue from its existing joint venture company, Liumao ICC
Graphite Products Ltd., the Company is forecasting average annual
sales from the YiChang projects to be approximately $11.6 million
with a preliminary projected internal rate of return averaging
approximately 140% between the two projects.
Integrated Carbonics Corp. has positioned itself as a specialty
graphite and graphite product producer within the $8 billion
worldwide graphite industry. ICC has concentrated its development
efforts in China due to China's ranking as the number 1 graphite
producer in the world with low operating costs leading to
anticipated high rates of return.
This News Release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995
and are subject to the risks and uncertainties that could cause
actual results to differ materially. Such risks and uncertainties
include, but are not limited to, those related to business and
financial conditions, the Company's ongoing ability to finance
its operations and the ongoing viability of the graphite
industry.
- -----------------------------------------------------------------
- -------
Contact: Investor Relations: 1-888-734-7774 or
Robert Tyson, Vice President, Corporate Communications - (604)
682-8445
E-Mail: [email protected]
Web Site: www.integratedcarbonics.com
