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EXHIBIT 10.4
ELECTRUM LLC
C/O ROSENMAN & COLIN LLP
575 MADISON AVENUE
NEW YORK, NEW YORK 10022
FACSIMILE: 212-940-8776
ATTN: WILLIAM NATHONY, ESQ.
November 10, 2000
Trend Mining Inc.
401 Sherman Avenue, Suite 209
Coeur D'Alene, Idaho 83814
Attn: Mr. Kurt Hoffman
Dear Kurt:
This binding letter agreement shall constitute our mutual understanding with
respect to the matters set forth herein. We hereby agree as follows:
1. ACKNOWLEDGEMENTS.
(a) Pursuant to the Stock Purchase Agreement dated as of December 29,
1999 (as amended on June 27, 2000), by and between Tigris Financial Group Ltd.
and Trend Mining Company ("Trend") (the "Agreement"), which Agreement was
assigned to Electrum LLC by agreement dated March 3, 2000 ("Electrum"), Electrum
may request that Trend use its best efforts to cause the securities subject to
the Agreement to be registered under the Securities Act of 1933 (the "Securities
Act") and the "Blue Sky" laws of such jurisdictions as are requested by Electrum
(the "Registration Rights").
(b) Electrum, together with the other members of Tigris Financial Group
(as defined in the Agreement), are owners of 10,837,762 shares (the "Shares") of
no par value common stock of Trend (the "Common Stock") and of warrants to
purchase 7,979,761 shares of Common Stock on or prior to September 30, 2003 at
an exercise price of $0.40 per share (the "Warrants").
(c) Electrum intends to transfer and assign to Edelman Value Partners
LP, Edelman Value Fund Ltd., The Wimbledon Edelman Select Opportunities Hedged
Fund Ltd., and Strategic Partners Ltd. (collectively, the "Assignees")
Registration Rights with respect to 1,000,000 Shares, Warrants to purchase
250,000 Shares, and 250,000 shares of Common Stock issuable upon exercise of the
Warrants (such Shares, Warrants and Common Stock are referred to herein as the
"Assignee Rights").
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2. REGISTRATION RIGHTS.
(a) Electrum hereby demands that Trend register under the Securities
Act the Shares, the Warrants and the shares of Common Stock to be issued upon
the exercise of the Warrants, including the Assignee Rights.
(b) Trend hereby confirms and agrees that each of the Assignees may
exercise the Registration Rights in respect of the Shares, the Warrants and the
shares of Common Stock issuable upon exercise of the Warrants owned by each such
Assignee.
(c) Trend hereby agrees that it shall use its best efforts to
satisfactorily receive any comments it has received from the staff of the
Securities and Exchange Commission concerning Trend's registration statement on
Form 10-SB, and every amendment thereto (the "10-SB").
(d) Trend hereby agrees that, once it has resolved to the satisfaction
of the staff of the Securities and Exchange Commission their comments concerning
the 10-SB, Trend shall use its best efforts to promptly file with the Securities
and Exchange Commission and secure the effectiveness of a registration statement
under the Securities Act to register the resale of the Shares, the Warrants and
the shares of Common Stock to be issued upon the exercise of the Warrants.
3. COUNTERPARTS. This Agreement may be signed in any number of
counterparts. Any single counterpart or a set of counterparts signed in either
case by the parties hereto shall constitute a full and original Agreement for
all purposes.
Very truly yours,
ELECTRUM LLC
By: /s/ Thomas Kaplan
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Name: Thomas Kaplan
Title: Director
Confirmed and agreed to
this 13th day of November 2000
TREND MINING INC.
By: /s/ Kurt Hoffman
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Name: Kurt Hoffman
Title: President
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TRANSFERS BY ELECTRUM LLC
<TABLE>
<CAPTION>
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TO NO. OF WARRANTS NO. OF SHARES
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<S> <C> <C>
Edelman Value Fund Ltd. 90,125 360,500
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Edelman Value Partners L.P. 118,875 475,500
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The Wimbledon Edelman 16,000 64,000
Select Opportunities Hedged
Fund Ltd.
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Strategic Partners Ltd. 25,000 100,000
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</TABLE>
