As filed with the Securities & Exchange Commission on August 27, 1997
Registration No. ___________________
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BRUSH CREEK MINING AND DEVELOPMENT CO., INC.
(Exact Name of Registrant as Specified in its Charter)
Nevada 88-0180496
(State or other (I.R.S. Employer
jurisdiction of Identification
incorporation or Number)
organization)
970 E. Main Street, Suite 200
Grass Valley, California 95945
(916) 477-5961
(Address and Telephone of Principal Executive Offices) (Zip Code)
Consulting Agreement by and between
Brush Creek Mining and Development Co., Inc. and
Geographe Corporate Advisory Limited
(Full Title of Plan)
James S. Chapin, Chief Executive Officer
970 E. Main Street, Suite 200
Grass Valley, California 95945
(916) 477-5961
(Name, address and telephone number of agent for service)
Copies to:
David M. Kaye, Esq.
Danzig Garubo & Kaye, LLP
P.O. Box 333, 30A Vreeland Road
Florham Park, New Jersey 07932-0333
(973) 443-0600
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933 check the following box: [ ]
<PAGE>
CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM AMOUNT
SECURITIES OFFERING AGGREGATE OF
TO BE AMOUNT TO BE PRICE PER OFFERING REGISTRA-
REGISTERED REGISTERED SHARE (1) PRICE (1) TION FEE
Common Stock,
par value
$.0001
per share(2) 125,668 $.40625 $51,053 $15.47
TOTAL REGISTRATION FEE $100.00(3)
_____________________
(1) Calculated in accordance with Rule 457(c) using the average of the bid
and asked price for the Common Stock on August 25, 1997.
(2) Represents shares of Common Stock issuable to Geographe Corporate
Advisory Limited pursuant to the terms of the Consulting Agreement
(referenced above) between Brush Creek Mining and Development Co.,
Inc. and Geographe Corporate Advisory Limited.
(3) Minimum registration fee.
<PAGE>
PART I
Item 1. Plan Information.
This Registration Statement (the "Registration Statement") relates to
the issuance of shares of common stock, par value $.0001 per share (the
"Common Stock") of Brush Creek Mining and Development Co., Inc. (the
"Company") to Geographe Corporate Advisory Limited (the "Consultant")
pursuant to the terms of a Consulting Agreement, dated as of August 25,
1997, by and between the Company and the Consultant (the "Consulting
Agreement"). Pursuant to the terms of the Consulting Agreement, the
Company is obligated, among other things, to issue to the Consultant
125,668 shares of Common Stock in exchange for the Consultant's providing
certain consulting services to the Company. Pursuant to the terms of the
Consulting Agreement, it is agreed that as of approximately November 1,
1996 the Company retained the Consultant for an initial term of four
months, and thereafter until terminated by either party on 30 days written
notice to the other.
The foregoing information relating to the provisions of the
Consulting Agreement is intended to provide a summary thereof and
does not purport to be a complete description of the Consulting Agreement.
Such summary should be read in conjunction with the Consulting Agreement
which has been filed as Exhibit 10.1 hereto and is incorporated herein by
reference in its entirety.
Item 2. Registrant Information and Employee Plan Annual
Information.
The Consultant has been provided with copies of the documents
incorporated herein by reference in Part II: Item 3 hereof and has been
advised by the Company in writing that such documents will continue to
be available, without charge, to the Consultant upon the Consultant's
written request to the Company at its offices at 970 E. Main Street, Suite
200, Grass Valley, California 95945 (Telephone: (916) 477-5961).
PART II
Item 3. Incorporation of Documents by Reference.
The following materials are incorporated by reference herein in their
entirety:
(a) the Company's Annual Report on Form 10-KSB for the fiscal
year ended June 30, 1996, as amended, filed with the Securities and
Exchange Commission (File No. 0-12761);
(b) the Company's Quarterly Reports on Form 10-QSB for the quarters
ended September 30, 1996, December 31, 1996 and March 31, 1997, as
amended, filed with the Securities and Exchange Commission (File No.
0-12761);
(c) the Company's Current Reports on Form 8-K dated December 31,
1996, January 14, 1997, January 28, 1997, March 24, 1997 and June 3, 1997;
(d) all other documents filed by the Company after the date of this
Registration Statement under Sections 13(a) and 15(d) of the
Securities and Exchange Act of 1934, prior to the filing of a
post-effective amendment to this Registration Statement that registers
securities covered hereunder that remain unsold; and
(e) the description of the Common Stock as set forth in the
Registration Statement on Form 8-A, filed with the Securities and Exchange
Commission on August 10, 1984, is incorporated herein by reference in
its entirety. In connection therewith, the following description is
provided:
The Company is authorized to issue 100,000,000 shares of Common Stock.
Holders of Common Stock are entitled (i) to receive ratable dividends from
funds legally available for distribution when and if declared by the board
of directors; (ii) to share ratably in all of the Company's assets
available for distribution upon liquidation, dissolution or winding up of
the Company; and (iii) to one vote for each share held of record on each
matter submitted to a vote of shareholders. Holders of shares of Common
Stock do not have cumulative voting rights.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Nevada Revised Statute 78.751 ("NRS 78.751") permits the Company's
board of directors to indemnify any person against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually
and reasonably incurred by him in connection with any threatened pending or
completed action, suit or proceeding in which such person is made a party
by reason of his being or having been a director, officer, employee or
agent of the Company, in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of
1933, as amended. The NRS 78.751 provides that indemnification pursuant to
its provisions is not exclusive of other rights of indemnification to which
a person may be entitled under any by-law, agreement, vote of stockholders
or disinterested directors, or otherwise.
INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, MAY BE PERMITTED TO DIRECTORS, OFFICERS
OR PERSONS CONTROLLING THE COMPANY PURSUANT TO THE FOREGOING PROVISIONS,
THE COMPANY HAS BEEN INFORMED THAT IN THE OPINION OF THE SECURITIES
AND EXCHANGE COMMISSION, SUCH INDEMNIFICATION IS AGAINST PUBLIC
POLICY AS EXPRESSED IN THE ACT AND IS THEREFORE UNENFORCEABLE.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are attached hereto:
Exhibit No. Description of Exhibit Page No.
5.1 Opinion letter of Danzig Garubo
& Kaye, LLP
10.1 Consulting Agreement, dated as of
August 25, 1997, by and between
Brush Creek Mining and Development
Co., Inc., and Geographe Corporate
Advisory Limited
23.1 Consent of Danzig Garubo & Kaye,
LLP, included in the Opinion of
Counsel filed as Exhibit 5.1
23.2 Consent of Brown Armstrong Randall
& Reyes Accountancy Corporation,
independent auditors
Item 9. Undertakings.
The undersigned Registrant hereby undertakes, except as otherwise
specifically provided in the rules of the Securities and Exchange
Commission promulgated under the Securities Act of 1933:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment hereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this Registration
Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in this Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof; and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to section 13(a) or section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in
this Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Grass Valley, State of
California on August 26, 1997.
BRUSH CREEK MINING
AND DEVELOPMENT CO., INC.
By: /s/James S. Chapin
James S. Chapin,
Chief Executive Officer,
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/James S. Chapin Chief Executive Officer, 8/26/97
James S. Chapin Chief Financial Officer,
Chairman of the Board
and Director (Principal
Executive Officer and
Principal Financial and
Accounting Officer)
/s/Howard I. Kalodner Director 8/26/97
Howard I. Kalodner
/s/Albert Miller Director 8/26/97
Albert Miller
/s/Kenneth Friedman Director 8/26/97
Kenneth Friedman
Exhibit 5.1
[Letterhead of Danzig Garubo & Kaye, LLP]
August 26, 1997
Brush Creek Mining and Development Co., Inc.
970 E. Main Street
Suite 200
Grass Valley, CA 95945
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Brush Creek Mining and Development Co., Inc.
(the "Company"), a Nevada corporation, in connection with the preparation
and filing by the Company of a Registration Statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended,
covering an aggregate of 125,668 shares of the Company's Common Stock,
$.0001 par value ("Common Stock"), issuable pursuant to a consulting
agreement by and between the Company and Geographe Corporate Advisory
Limited.
In acting as counsel for the Company, and arriving at the opinion as
expressed below, we have examined and relied upon originals or copies,
certified or otherwise identified to our satisfaction, of such records of
the Company, agreements and other instruments, certificates of officers and
representatives of the Company, certificates of public officials and other
documents as we have deemed necessary or appropriate as a basis for the
opinion expressed herein.
In connection with our examination, we have assumed the genuineness of the
signatures, the authenticity of all documents tendered to us as originals,
the legal capacity of natural persons and the conformity to original
documents of all documents submitted to us as certified, conformed,
photostatic or facsimile copies.
<PAGE>
Brush Creek Mining and Development Co., Inc.
August 26, 1997
Page 2
Based on the foregoing, and subject to the qualifications and limitations
set forth herein, it is our opinion that the Company has authority to issue
the Common Stock in the manner and under the terms set forth in the
Registration Statement, and the Common Stock has been duly authorized and
when issued, delivered and paid for by recipients in accordance with their
respective terms, will be validly issued, fully paid and non-assessable.
We express no opinion with respect to the laws other than those of the
States of New Jersey and New York and the federal laws of the United
States, and we assume no responsibility as to the applicability or the
effect of the laws of any other jurisdiction.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and its use as part of the Registration Statement.
We are furnishing this opinion to the Company solely for its benefit in
connection with the Registration Statement. It is not to be used,
circulated, quoted or otherwise referred to for any other purpose. Other
than the Company, no one is entitled to rely on this opinion.
Very truly yours,
/s/Danzig Garubo & Kaye, LLP
DANZIG GARUBO & KAYE, LLP
Exhibit 10.1
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (the "Agreement"), dated as of August 25,
1997 between BRUSH CREEK MINING AND DEVELOPMENT CO., INC., a Nevada
corporation (the "Company"), and GEOGRAPHE CORPORATE ADVISORY LIMITED, a
Barbados corporation (the "Consultant").
W I T N E S S E T H:
WHEREAS, in light of the expertise and experience of Consultant, the
Company has engaged Consultant to provide the Company with consulting
services and Consultant has been and is willing and able to provide such
services; and
WHEREAS, the Company and Consultant desire to set forth in a formal
written agreement the terms and conditions upon which Consultant has
provided and shall continue to provide services to the Company;
NOW, THEREFORE, in consideration of the mutual benefits to be derived
from this Agreement, the Company and Consultant hereby agree as follows:
1. Appointment; Consulting Services.
(a) It is agreed that as of approximately November 1, 1996 the
Company retained Consultant to render those consulting services
contemplated by this Agreement for an initial term of four months, and
thereafter until terminated by either party on 30 days written notice to
the other (the "Term").
(b) During the Term hereof, Consultant has rendered and will continue
to render to the Company, by and through certain designated employees of
the Consultant, consulting advice as has been and shall be reasonably
requested from time to time by the Chief Executive Officer of the Company
in connection with the business conducted or to be conducted by the
Company, including but not limited to finding and assessing one or more
joint venture or strategic mining partners for the Company's mining
properties. In performing services hereunder, Consultant shall report to
the Company's Chief Executive Officer and shall perform such services from
Consultant's place of business in Barbados, West Indies and/or Vancouver,
British Columbia or such other location as may be agreed to by the parties.
The Consultant shall not engage in any direct or indirect capital raising
activities in the offer or sale of securities on behalf of the Company.
During the Term hereof, Consultant shall have no power or authority to
represent or bind the Company unless specifically authorized in writing by
the Chief Executive Officer.
2. Payments to Consultant During the Term.
The Company agrees to pay to Consultant during the Term the following:
(a) In consideration of Consultant's performance of the consulting
services described herein during the Term hereof, the Company has paid
Consultant US$30,000 in cash and agrees to issue to the Consultant 125,668
shares of the Company's Common Stock which shares shall be issued as soon
as practicable following the execution of this Agreement. The Company has
filed or shall file contemporaneously with the execution hereof, at the
Company's sole expense, a registration statement with the Securities and
Exchange Commission on Form S-8 relating to the shares of Common Stock
issuable pursuant hereto.
(b) If the Company directly or indirectly enters into a Purchase or
Joint Venture transaction (a "Transaction") with any mining or exploration
company ("Party") introduced by the Consultant, the Company will pay the
Consultant a Bonus Payment of US$20,000 and a Success Fee of six percent
(6%) of the non-discounted value of all consideration which may be paid
directly or indirectly by the Party to the Company in connection with each
Transaction, whether or not the payment of such consideration is optional
or mandatory, as described more fully below. Subject to the formula
defined below, the Success Fee will be paid in cash forthwith after the
time of the initial closing of the Transaction. The Bonus Payment will
also be paid in cash forthwith after the time of the initial closing of the
Transaction.
The basis for calculation of the Success Fee will differ depending
upon the nature of the Transaction and it is not possible to describe here
all the forms which a Transaction may take. However, by way of
illustration:
(i) if the Transaction involves the sale of an interest in one
or all of the Company's Projects, the Success Fee will be
calculated on the aggregate value of the maximum
consideration paid or payable for the maximum interest which
may be received under the Transaction. Payment would be
according to the formula defined in clause (b)(v) below;
(ii) if the Transaction involves an option to an acquire an
interest in one or all of the Company's Projects, the
Success Fee will be calculated on the sum of the
consideration, if any, payable at the initial closing of the
Transaction and the consideration payable thereafter to
acquire the maximum interest which may be acquired under the
Transaction, regardless whether the payment of such further
consideration is optional or mandatory. Payment would be
according to the formula defined in clause (b)(v) below;
(iii) if the Transaction involves a joint venture to explore,
develop and/or exploit the Company's properties, the Success
Fee will be calculated on the maximum aggregate costs which
may be incurred by the acquiring party under the joint
venture to vest its interest, regardless whether incurring
such costs is optional or mandatory. Payment would be
according to the formula defined in clause (b)(v) below;
(iv) if a Transaction involves more than one form (for example,
if the Company receives shares and also enters into a joint
venture), the Success Fee will be calculated on the
aggregate consideration which may be paid in respect of all
forms the Transaction takes. Payment would be according to
the formula defined in clause (b)(v) below;
(v) Under the circumstances described above, 50% of the Success
Fee, or US$50,000 whichever is greater would be payable at
the time of initial closing. The balance of the Success Fee
would be payable, in increments, at the time of payment or
when an optional obligation becomes mandatory by the
acquiring Party or Pre-existing Party.
(c) The Company shall reimburse Consultant for all reasonable
out-of-pocket expenses directly incurred by Consultant after the date
hereof in connection with Consultant's rendering of the consulting services
set forth in this Agreement. Any such reimbursement hereunder shall be
made by the Company within 14 days after submission by Consultant of
supporting documentation as reasonably required by the Company.
3. Confidential Information.
The parties hereto recognize that a major need of the Company is to
preserve its specialized knowledge, trade secrets, and confidential
information. The strength and good will of the Company is derived from the
specialized knowledge, trade secrets, and confidential information
generated from experience with the activities undertaken by the Company.
The disclosure of this information and knowledge to competitors would be
beneficial to them and detrimental to the Company, as would the disclosure
of information about the marketing practices, pricing practices, costs,
profit margins, analytical techniques, and similar items of the Company.
By reason of its position with the Company, Consultant has or will have
access to, and has obtained or will obtain, specialized knowledge, trade
secrets and confidential information about the Company's operations.
Therefore, subject to the provisions of Section 6 hereof, Consultant hereby
represents, warrants and covenants as follows, recognizing that the Company
is relying on the same in entering into this Agreement:
At any time during or after the Term hereof, except for the exclusive
benefit of the Company, Consultant will not, directly or indirectly, use,
disclose to others, or publish or otherwise make available to any other
party any confidential business information about the affairs of the
Company, including but not limited to confidential information concerning
its products, methods, analytical techniques, technical information,
customer information, employee information, and other confidential
information acquired by it in the course of its past or future services for
the Company. Consultant agrees to hold as the Company's property all
memoranda, books, papers, letters, formulas and other data, and all copies
thereof and therefrom, in any way relating to the Company's business and
affairs, whether made by it or otherwise coming into its possession, and on
termination of this Agreement, or on demand of the Company, at any time, to
deliver the same to the Company within twenty four (24) hours of such
termination or demand.
4. Reasonableness of Restrictions; Specific Enforcement.
Consultant hereby agrees that the restrictions in this Agreement,
including without limitation those relating to the duration of the
provisions thereof, are necessary and fundamental to the protection of the
business and operation of the Company and are reasonable and valid. Each
party acknowledges and agrees that the Company would suffer irreparable
damage if any of the provisions of Section 3 were not performed by
Consultant in accordance with their specific terms or were otherwise
breached. Accordingly, the Company will be entitled to an injunction or
injunctions to prevent breaches of such provisions and to enforce
specifically such provisions in any court of competent jurisdiction without
the necessity of furnishing a bond of any type, and Consultant will not
oppose the granting of such relief on the grounds that an adequate remedy
at law exists.
5. Proprietary Information or Trade Secrets of Others.
Consultant represents, warrants and covenants that it will not
disclose to the Company, or use, or induce the Company to use, any
proprietary information or trade secrets of others. Consultant further
represents, warrants and covenants that it is not party to any agreement,
oral or written, which restricts its right or capacity to execute this
Agreement or to compete with a previous employer, associate or affiliate in
any way whatsoever.
6. Survival of Obligations.
The obligations of the parties under Sections 3, 4, 5 and 7 of this
Agreement shall survive the termination for any reason of this Agreement
(whether such termination is by the Company, by Consultant, upon the
expiration of this Agreement or otherwise), for a period of twenty-four
(24) months after such termination.
7. Reformation.
In case any one or more of the provisions or part of a provision
contained in this Agreement shall for any reason be held to be invalid,
illegal or unenforceable in any respect in any jurisdiction, such
invalidity, illegality or unenforceability shall be deemed not to affect
any other jurisdiction or any other provision or part of a provision of
this Agreement nor shall such invalidity, illegality or unenforceability
affect the validity, legality or enforceability of this Agreement or any
provision or provisions hereof in any other jurisdiction, and this
Agreement shall be reformed and construed in such jurisdiction as if such
provision or part of a provision held to be invalid or illegal or
unenforceable had never been contained herein and such provision or part
reformed so that it would be valid, legal and enforceable in such
jurisdiction to the maximum extent possible.
8. Entire Agreement; Amendment.
This Agreement contains the entire agreement between the Company and
Consultant with respect to the subject matter thereof, merges and
supersedes all exiting agreements between them concerning such subject
matter, and may not be amended, waived, changed, modified or discharged
except by an instrument in writing executed by or on behalf of the party
against whom any amendment, waiver, change, modification or discharge is
sought. No course of conduct or dealing shall be construed to modify,
amend or otherwise affect any of the provisions hereof.
9. Notices.
All notices, requests, demands and other communications hereunder
shall be in writing and shall be deemed to have been duly given (i) upon
delivery, if personally delivered, (ii) the next business day, if delivered
with all charges prepaid to a recognized overnight delivery service for
next day delivery, or (iii) five days after mailing, if mailed, postage
prepaid, via first class mail, in each such case as follows:
(a) To the Company:
Brush Creek Mining and Development Co., Inc.
970 E. Main Street, Suite 200
Grass Valley, California 95945
Attn: Chief Executive Officer
with an additional copy by like means to:
Danzig Garubo & Kaye, LLP
30A Vreeland Road
Florham Park, New Jersey 07932
Attn: David M. Kaye, Esq.
(b) To Consultant:
Geographe Corporate Advisory Limited
"Summerland House"
Prospect, St. James
Barbados, West Indies
Attention: Kenneth F.G. Thomson
with an additional copy by like means to:
Geographe Corporate Advisory Limited
1090 West Pender Street
Suite 500
Vancouver, British Columbia V6E 2NY
Attention: Robert T. Boyd
and/or to such other persons and addresses as any party shall have
specified in writing to the other.
10. Assignability.
This Agreement shall not be assignable by Consultant and shall be
binding upon, and shall inure to the benefit of, the successors of the
Company. Notwithstanding any other provision of this Agreement, this
Agreement shall be assignable by the Company provided that the assignee is
a controlled subsidiary of the Company.
11. Representation by Counsel.
Each of the parties hereto represents, warrants and covenants that it
has had ample opportunity to consider entering into this Agreement and has
had an opportunity to consult with counsel regarding this Agreement prior
to executing the same.
12. Governing Law.
This Agreement shall be governed by and construed under the laws of
the State of California without regard to the conflicts of law principles
thereof.
13. Waiver and Further Agreement.
Any waiver of any breach of any terms or conditions of this Agreement
shall not operate as a waiver of any other breach of such terms or
conditions or any other term or condition, nor shall any failure to enforce
any provision hereof operate as a waiver of such provision or of any other
provision hereof. Each of the parties hereto agrees to execute all such
further instruments and documents and to take all such further action as
the other party may reasonably require in order to effectuate the terms and
purposes of this Agreement.
14. Headings of No Effect.
The paragraph headings contained in this Agreement are for reference
purposes only and shall not in any way affect the meaning or interpretation
of this Agreement.
15. Counterparts.
This Agreement may be executed by the parties hereto in one or more
counterparts each of which shall be an original and all of which shall
together constitute one and the same Agreement.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
BRUSH CREEK MINING
AND DEVELOPMENT CO., INC.
by: /s/James S. Chapin
Name: James S. Chapin
Title: Chief Executive Officer
GEOGRAPHE CORPORATE ADVISORY LIMITED
by: /s/Robert T. Boyd
Name: Robert T. Boyd
Title: Director
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to incorporation by reference in the Registration Statement
on Form S-8 of Brush Creek Mining and Development Co., Inc. of our report
dated August 9, 1996 with respect to the consolidated financial statements
of Brush Creek Mining and Development Co., Inc. included in its Annual
Report on Form 10-KSB, filed with the Securities and Exchange Commission,
which has been incorporated by reference in its entirety in the
Registration Statement on Form S-8.
BROWN ARMSTRONG RANDALL & REYES
ACCOUNTANCY CORPORATION
/s/Brown Armstrong Randall & Reyes
Accountancy Corporation
Bakersfield, California
August 26, 1997
