SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _)
Golden Cycle Gold Corporation
--------------------------------
(Name of Issuer)
Common Stock
--------------------------------
(Title of Class of Securities)
380894105
----------------------------
(CUSIP Number)
M. Craig Haase, 6151 Lakeside Drive, Suite 2100, Reno, NV 89511 (702) 825-8890
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box ___.
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See 240.13d-7 for other
parites to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with the respect to the subject of class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
CUSIP No. 380894105 13D
- --------- ----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
Euro-Nevada Mining Corporation, Inc.
- --------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) { }
(b) {x}
- --------- ----------------------------------------------------------------------
3 SEC USE ONLY
- --------- ----------------------------------------------------------------------
4 Source of Funds (see Instructions)
WC
- --------- ----------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
- --------- ----------------------------------------------------------------------
6 Citizenship or Place of Organization
Nevada
- --------- ----------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,116,995
BENEFICIALLY --------- --------------------------------------------------
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON --------- --------------------------------------------------
WITH
9 SOLE DISPOSITIVE POWER
1,116,995
--------- --------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- ---------- ---------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
54.3%
- --------- ----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARE*
(See Instructions)
- --------- ----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
54.3%
- --------- ----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
CO
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
ITEM 1. Security and Issuer.
The title and the class of the equity securities to which this
statement relates are the outstanding common stock of Golden Cycle Gold
Corporation, a Colorado corporation (the "Issuer"). The name and address of the
principal executive offices of the Issuer of such securities is: Golden Cycle
Gold Corporation, 2340 Robinson Street, Suite 201, Colorado Springs, Colorado
80904.
ITEM 2. Identity and Background.
The Reporting Person is Euro-Nevada Mining Corporation, Inc., a Nevada
corporation ("Euro-Nevada"). Euro-Nevada is engaged in the business of mining.
The address of Euro-Nevada is 6151 Lakeside Drive, Suite 2100, Reno, Nevada
89511. During the last five years, Euro-Nevada has not been convicted in a
criminal proceeding, excluding minor misdemeanors. Further, during the last five
years Euro-Nevada has not been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction wherein as a result of such
proceeding Euro-Nevada was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
Euro-Nevada Mining Corporation Limited, a Canadian corporation
("Parent"), is the parent entity of Euro-Nevada and owns 100% of the issued and
outstanding stock of Euro-Nevada. Parent is engaged in the business of mining
and owning subsidiary companies which are engaged in mining. The address of
Parent is 20 Eglinton Avenue West, Suite 1900, Toronto, Ontario M4R 1K8 Canada.
During the last five years, Parent has not been convicted in a criminal
proceeding, excluding minor misdemeanors. Further, during the last five years
Parent has not been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction wherein as a result of such
proceeding Parent was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
Seymour Schulich is the Chairman of the Board of Euro-Nevada and
Parent, and a director and member of the audit committee of Euro-Nevada and
Parent. Mr. Schulich's business address is 20 Eglinton Avenue West, Suite 1900,
Toronto, Ontario M4R 1K8 Canada. During the last five years, Mr. Schulich has
not been convicted in a criminal proceeding, excluding minor misdemeanors.
Further, during the last five years Mr. Schulich has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
wherein as a result of such proceeding Mr. Schulich was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws. Mr. Schulich is a Canadian citizen.
<PAGE>
Pierre Lassonde is the President and Chief Executive Officer of
Euro-Nevada and Parent and a director of Euro-Nevada and Parent. Mr. Lassonde's
business address is 20 Eglinton Avenue West, Suite 1900, Toronto, Ontario M4R
1K8 Canada. During the last five years, Mr. Lassonde has not been convicted in a
criminal proceeding, excluding minor misdemeanors. Further, during the last five
years Mr. Lassonde has not been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction wherein as a result of such
proceeding Mr. Lassonde was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws. Mr. Lassonde is a Canadian citizen.
M. Craig Haase is the Vice Chairman and General Counsel of Euro-Nevada
and the Executive Vice President of Parent, and a director of Euro-Nevada and
Parent. Mr. Haase's business address is 6151 Lakeside Drive, Suite 2100, Reno,
Nevada 89511. During the last five years, Mr. Haase has not been convicted in a
criminal proceeding, excluding minor misdemeanors. Further, during the last five
years Mr. Haase has not been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction wherein as a result of such
proceeding Mr. Haase was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws. Mr. Haase is a United States citizen.
Ronald W. Binns is the Vice President, Finance, Chief Financial Officer
and Treasurer of Euro-Nevada, and the Vice President, Finance and Chief
Financial Officer of Parent. Mr. Binns's business address is 20 Eglinton Avenue
West, Suite 1900, Toronto, Ontario M4R 1K8 Canada. During the last five years,
Mr. Binns has not been convicted in a criminal proceeding, excluding minor
misdemeanors. Further, during the last five years Mr. Binns has not been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction wherein as a result of such proceeding Mr. Binns was or is subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws. Mr. Binns is a Canadian
citizen.
Andre J. Douchane is the Vice President, Operations of Parent. Mr.
Douchane's business address is 6151 Lakeside Drive, Suite 2100, Reno, Nevada
89511. During the last five years, Mr. Douchane has not been convicted in a
criminal proceeding, excluding minor misdemeanors. Further, during the last five
years Mr. Douchane has not been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction wherein as a result of such
proceeding Mr. Douchane was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws. Mr. Douchane is a United States citizen.
<PAGE>
Steven K. Aaker is the Vice President, Royalty Acquisitions of Parent.
Mr. Aaker's business address is 6151 Lakeside Drive, Suite 2100, Reno, Nevada
89511. During the last five years, Mr. Aaker has not been convicted in a
criminal proceeding, excluding minor misdemeanors. Further, during the last five
years Mr. Aaker has not been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction wherein as a result of such
proceeding Mr. Aaker was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws. Mr. Aaker is a United States citizen.
Brian D. MacEachen is the Treasurer of Parent. Mr. MacEachen's business
address is 20 Eglinton Avenue West, Suite 1900, Toronto, Ontario M4R 1K8 Canada.
During the last five years, Mr. MacEachen has not been convicted in a criminal
proceeding, excluding minor misdemeanors. Further, during the last five years
Mr. MacEachen has not been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction wherein as a result of such
proceeding Mr. MacEachen was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws. Mr. MacEachen is a Canadian citizen.
Sharon E. Dowdall is the Secretary of Parent. Ms. Dowdall's business
address is 20 Eglinton Avenue West, Suite 1900, Toronto, Ontario M4R 1K8 Canada.
During the last five years, Ms. Dowdall has not been convicted in a criminal
proceeding, excluding minor misdemeanors. Further, during the last five years
Ms. Dowdall has not been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction wherein as a result of such
proceeding Ms. Dowdall was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws. Ms. Dowdall is a Canadian citizen.
David R. Bell is a director and member of the audit committee of
Parent. Mr. Bell's business address is 20 Eglinton Avenue West, Suite 1900,
Toronto, Ontario M4R 1K8 Canada. During the last five years, Mr. Bell has not
been convicted in a criminal proceeding, excluding minor misdemeanors. Further,
during the last five years Mr. Bell has not been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction wherein as a
result of such proceeding Mr. Bell was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws. Mr. Bell is a Canadian citizen.
John F. McOuat is a director and member of the audit committee of
Parent. Mr. McOuat's business address is 20 Eglinton Avenue West, Suite 1900,
Toronto, Ontario M4R 1K8 Canada. During the last five years, Mr. McOuat has not
been convicted in a criminal proceeding, excluding minor misdemeanors. Further,
during the last five years Mr. McOuat has not been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction wherein as a
result of such proceeding Mr. McOuat was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws. Mr. McOuat is a Canadian citizen.
<PAGE>
David R. Peterson is a director of Parent. Mr. Peterson's business
address is 20 Eglinton Avenue West, Suite 1900, Toronto, Ontario M4R 1K8 Canada.
During the last five years, Mr. Peterson has not been convicted in a criminal
proceeding, excluding minor misdemeanors. Further, during the last five years
Mr. Peterson has not been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction wherein as a result of such
proceeding Mr. Peterson was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws. Mr. Peterson is a Canadian citizen.
ITEM 3. Source and Amount of Funds or Other Consideration.
Certain shareholders of the Issuer owning approximately fifty-four and
three-tenths percent (54.3%) of all of the fully diluted common shares of the
Issuer, offered to sell to Euro-Nevada all of the common shares of the Issuer
owned by them. Euro-Nevada accepted this offer in accordance with the terms and
provisions of an Agreement Accepting Offer to Sell Shares of Golden Cycle Gold
Corporation dated March 10, 1999 (the "Acceptance Agreement"), by and among
Euro-Nevada and the following shareholders of the Issuer (the "Sellers"): C.
Robert Allen, Terry Allen Kramer, Bruce J. Allen and Susan K. Allen; Bull & Bear
Gold Investors, Ltd.; Midas Fund, Inc.; Christopher Kagan, M.D.; Taki N.
Anagnoston, M.D. and Kathleen Anagnaston; Havilah Mining Company; Monterey OCM
Gold Fund; Ermitage Global Mining Investment Fund; James S. Kraemer Trust; Harry
Chin and Ruby Chin, Chin Revocable Trust; Marr Family Trust; Dr. Duane A.
Erickson and Janice E. Erickson; Werner Disse, Sr.; and Robert J. Wojcik. The
total consideration to be paid by Euro-Nevada under the Acceptance Agreement for
the shares of the Issuer owned by the Sellers is $13.50 per share, payable in
cash. The sale and purchase of shares under the Acceptance Agreement was
executed on March 12, 1999, to be closed following the completion of due
diligence and any applicable regulatory approvals. The source of the
consideration to be paid to the Sellers by Euro-Nevada will be working capital
funds of Euro-Nevada.
The Acceptance Agreement also contemplates a subsequent cash merger of
the Issuer with and into a newly established subsidiary of Euro-Nevada. The
total consideration to be paid for the remaining shares of the Issuer in the
cash merger will be $13.50 per share, payable in cash. The proposed cash merger
has not yet been consummated as of the date hereof and is subject to the
satisfaction of certain contingencies. Upon the closing of any such merger,
Euro-Nevada will own 100% of the common shares of the Issuer.
Neither Euro-Nevada nor any other person or entity identified in Item 2
has made any prior acquisitions of the common stock of the Issuer.
ITEM 4. Purpose of Transaction.
The purpose of the transaction was the acceptance of the Sellers' offer
to sell their common shares of the Issuer for cash consideration in the amount
of $13.50 per share.
<PAGE>
As discussed in Item 3, Euro-Nevada presently intends to acquire the
remaining shares of the common stock of the Issuer through a cash merger of the
Issuer with and into a subsidiary of Euro-Nevada. Because the Issuer will be a
wholly owned subsidiary of Euro-Nevada following any such merger, the proposed
cash merger transaction will result in the Issuer's common shares being delisted
from the Pacific Stock Exchange and the Issuer's becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act.
Except as described herein, neither Euro-Nevada nor any other person or
entity identified in Item 2 has any plans or proposals which relate to or would
result in:
(a) the acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries;
(d) any change in the present board of directors or management of the
Issuer prior to the merger, including any plans or proposals to change the
number or term of directors or to fill any existing vacancies on the board;
(e) any material change in the present capitalization or given policy
of the Issuer;
(f) any other material change in the Issuer's business or corporate
structure;
(g) changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition or
control of the Issuer by any person;
(h) causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) any action similar to any of those enumerated above.
<PAGE>
ITEM 5. Interest in Securities of the Issuer.
(a) Euro-Nevada currently has the contractual right to acquire
1,116,995 shares of the Issuer's common stock, which will be issued in the name
of Euro-Nevada. The Issuer's most recent 10-Q states that there were 1,870,050
shares of the Issuer's common stock outstanding as of September 30, 1998.
According to counsel for the Issuer, there are currently approximately 2,058,450
shares of the common stock of the Issuer outstanding on a fully diluted basis,
including approximately 180,000 common shares of the issuer subject to
unexercised but exercisable option agreements, and it is assumed and believed
that this is the correct amount of shares of the Issuer outstanding as of the
date hereof. Therefore, Euro-Nevada currently has the right to purchase
approximately fifty-four and three-tenths percent (54.3%) of the outstanding
common stock of the Issuer on a fully diluted basis. No other person or entity
identified in Item 2 has any ownership interest in any shares of the Issuer's
common stock, except that Parent indirectly will own the shares of the Issuer's
common stock purchased by Euro-Nevada, its wholly owned subsidiary.
Euro-Nevada will close on the purchase of shares described in the
Acceptance Agreement if the conditions set forth in the Acceptance Agreement are
met. After such closing, Euro-Nevada plans to complete a cash merger. If
Euro-Nevada consummates the cash merger contemplated in the Acceptance
Agreement, then Euro-Nevada will own 2,058,450 shares or one hundred percent
(100%) of the outstanding common stock of the Issuer on a fully diluted basis.
(b) Euro-Nevada currently has the right to acquire the sole power to
vote and direct the disposition of 1,116,995 shares of the Issuer's common
stock. No other person or entity identified in Item 2 has any power to vote or
direct the disposition of any shares of the Issuer's common stock, except that
Parent indirectly holds the right to acquire such power with respect to the
shares of the Issuer's common stock to be purchased by Euro-Nevada, its wholly
owned subsidiary. Euro-Nevada will close on the purchase of shares described in
the Acceptance Agreement if the conditions set forth in the Acceptance Agreement
are met, and upon such closing will have the right to vote these shares.
(c) Other than the transactions described in this Schedule 13D, neither
Euro-Nevada, nor any other person or entity identified in Item 2, effected any
transactions in the common shares of the Issuer during the past 60 days, or the
most recent filing of Schedule 13D, whichever is less.
(d) No other person is known to have the right to receive nor the power
to direct the receipt of dividends from, or the proceeds from the sale of, the
Issuer's common stock.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
Except as described herein, there are no contracts, arrangements,
understandings, or relationships, legal or otherwise, among the persons and
entities named in Item 2 and between such persons and entities and any person
with respect to any securities of the Issuer, including but not limited to,
transfer or voting of any of the securities, finder's fees, joint ventures, loan
or option arrangements, put or calls, guarantees, or profits, division of
profits or loss, or the giving or withholding of proxies. Except as disclosed
herein, none of the securities are pledged or otherwise subject to a
contingency, the occurrence of which would give another person voting power or
investment power over such securities.
<PAGE>
ITEM 7. Materials to be Filed as Exhibits.
A copy of the Acceptance Agreement is filed herewith as Exhibit A.
There are no written agreements relating to the filing of joint
acquisition statements as required by Rule 13D-1(f) (Section 240.13D-1(f)), and
no written agreements, contracts, arrangements, understandings, plans or
proposals relating to (1) the borrowing of funds to finance the acquisition as
disclosed in Item 3; (2) the acquisition of Issuer control, liquidation, sale of
assets, merger or change in business or corporate structure or any other matter
except as described in Item 4; and (3) the transfer or voting of the securities,
finder's fees, joint ventures, options, puts, calls, guaranties of loans,
guaranties against loss or of profit, or the giving or withholding of any proxy
except as disclosed in Item 6.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
EURO-NEVADA MINING CORPORATION, INC., a Nevada corporation
Date: By: /s/
- --------------------- -------------------------------
M. Craig Haase, Vice Chairman and
General Counsel
<PAGE>
Euro-Nevada Mining Corporation, Inc.
6151 Lakeside Drive, Suite 2100 Reno, Nevada 89511
TORONTO OFFICE 20 Eglinton Avenue WEST suite 1900, Box 2005,
Toronto, Ontario M4R 1K8 Tel.: (416) 480-6480 Fax: (416) 488-6598
(702) 825-8890 / Fax (702) 825-4994
March 10, 1999
Via Facsimile Originals by Mail
Addressees: See Attachment A Hereto
Re: Agreement Accepting Offer to Sell Shares of Golden Cycle Gold Corporation
Dear Shareholders of Golden Cycle Gold Corporation:
This letter is intended to confirm the terms of agreement ("Agreement") whereby
the parties listed on Attachment A hereto (collectively, the "Sellers") have
offered to sell to Euro-Nevada Mining Corporation, Inc., a Nevada corporation,
or its nominee ("EN"), and EN has accepted the offer and will purchase, all of
the common shares of Golden Cycle Gold Corporation, a Colorado corporation
("GCG") owned by the Sellers. The Sellers own common shares of GCG in the
amounts and fully diluted percentages described on Attachment A. EN understands
that the Sellers' offer, and EN'S acceptance, contains the following terms and
conditions:
1. Shares Subject to Agreement. The common shares of GCG which are subject to
this Agreement include all of the common shares of GCG, together with all
associated warrants, options and preferential rights, which are owned by the
Sellers (collectively, the "Shares"). The Shares are (i) listed on the Pacific
Stock Exchange, (ii) freely tradeable and unrestricted, (iii) free and clear of
all claims, encumbrances and third party interests, and (iv) constitute
approximately fifty-four and 27/100 percent (54.27%) of all of the fully diluted
common shares of GCG. There are approximately 2,058,450 fully diluted common
shares of GCG, including approximately 180,000 common shares of GCG subject to
unexercised but exercisable option agreements. EN shall establish a subsidiary
into which GCG will be merged through a cash merger. The term of the cash merger
shall be that EN will pay $13.50 in consideration for every share of GCG. EN
shall call a special shareholders meeting to approve the merger no later than
thirty (30) days after the completion of due diligence.
2. Purchase Price. EN shall pay to the Sellers the sum of Thirteen and 50/100
Dollars (US$13.50) in lawful money of the United States of America for each of
the Shares transferred pursuant to this Agreement by the Sellers to EN. The
purchase price shall be paid in immediately available funds at the Closing.
<PAGE>
Except as provided in this clause, EN shall not be obligated to pay any further
sums or deliver any further consideration to the Sellers.
3. Exclusive Right; Confidentiality. By this Agreement, the Sellers each have
granted to EN the sole and exclusive right to purchase the Shares, subject to
the terms and conditions of this Agreement. The terms and conditions of this
Agreement shall remain confidential by and among the parties to this Agreement,
and shall not be disclosed to any third party except (i) the respective
officers, directors, employees, advisors, and representatives of each of the
parties having a need to know the terms and conditions of this letter; (ii) if
required for compliance with applicable laws, rules, regulations or orders of a
governmental agency or stock exchange having jurisdiction over the party, or its
parent or affiliated corporations or companies, making the disclosure; or (iii)
to any of the parties' respective consultants, provided that the party making
the disclosure shall first have first received from the person to whom the
disclosure is to be made a confidentiality agreement which shall bind that
person to the confidentiality provisions of this clause.
4. Sellers' Representations. The Sellers, each for themselves and to their
respective best knowledge and belief, hereby represent and warrant to EN as
follows:
(a) Incorporation. If a Seller is a corporation, it is duly incorporated and
organized and is a valid and subsisting corporation in good standing under the
laws of the State of its incorporation.
(b) Corporate Power. If a Seller is a corporation, it has all requisite
corporate power, authority and capacity to carry out the transactions
contemplated by this Agreement, all of which have been duly and validly
authorized by all necessary corporate proceedings.
(c) No Breach. Neither the execution and delivery of this Agreement nor the
observance and performance of the terms and provisions thereof on the part of
each of the Sellers to be observed and performed constitute a violation or a
breach or default under their respective charter documents or by-laws (if a
Seller is a corporation), any provision of any contract or instrument to which
they respectively are a party, or to the best of the knowledge, information and
belief of each of the Sellers, any order, writ, injunction, decree, statute,
rule, by-law, law or regulation applicable to either of them.
(d) Consents and Approvals. The Sellers have now or as of the Closing will have
obtained all consents, approvals or authorizations and will have affected all
filings with regulatory authorities that are required in connection with the
transfer of the Shares to EN.
<PAGE>
(e) Fully Disclosed Information. To the best knowledge and belief of each of the
Sellers, the information and statements set forth in all information filed by
GCG with regulatory authorities (1) is in compliance or intended compliance with
applicable laws, and (2) were true, correct and complete and did not contain any
misrepresentations as of the date of such information or statement.
(f) Full Disclosure. There is no fact which any of the Sellers has not disclosed
to EN of which any of the Sellers is aware which materially and adversely
affects the business, prospects, financial condition, operations, property or
affairs of GCG.
(g) Status of Shares. The Shares and the common shares of GCG are as described
in clause I of this Agreement, and as of the date of Closing, (i) there are no
pending, threatened or known claims or defenses adversely affecting the Shares;
(ii) the Sellers, respectively, own all of the right, title and interest in and
to the Shares; (iii) there are no outstanding preferential rights to acquire an
interest in the Shares; and (iv) there are no pending or threatened actions or
proceedings adversely affecting the Shares.
(h) GCG Shares Generally. There exist no current rights, warrants or options
affecting the common shares of GCG other than described in clause 1 above.
5. Due Diligence and Conditions to Closing. Until Closing, the Sellers shall
cooperate with EN, in all reasonable respects, in connection with EN's
performance of due diligence. Sellers agree to assist EN's efforts to obtain
authorization from GCG for access to and review of all available legal,
technical, financial and other pertinent written and electronic records,
information and data relating to the Shares and the material assets of GCG. EN
shall keep and treat all such records, information and data which is not
currently available to the public absolutely confidential. EN shall have
forty-five (45) days from the date ail parties have executed this Agreement
within which to undertake and complete due diligence. Due diligence by EN shall
be considered complete at such time as EN notifies the Sellers in writing,
through the above named addressees, that EN is satisfied that (i) all material
matters are as represented in this Agreement and the various public documents
issued by GCG pertaining to the Shares, GCG's common shares, GCG's assets, and
GCG's obligations, including without limitation environmental obligations; (ii)
there are no material obligations, including without limitation environmental
obligations, of GCG, existing or which could come into existence, which do or
could have a material affect on the current fair market value of GCG or the
Shares; (iii) there are no tax consequences which would materially affect EN in
consummating the acquisition of the Shares; and (iv) there are no regulatory
matters or consequences which do or would materially affect EN in consummating
the acquisition of Shares. EN shall be deemed to be satisfied with
<PAGE>
the results of its due diligence as provided in this clause unless EN notifies
ADE and Midas by the end of the due diligence period that EN is not so
satisfied. If EN gives timely notice to the Sellers that it is not satisfied
with the results of due diligence, EN shall be entitled to terminate this
Agreement without any obligation or liability to the Sellers.
6. Regulatory Approvals. The parties shall work together to seek and obtain all
federal and state regulatory approvals required to the consummate this
transaction.
7. The Sellers' Obligations. At Closing, the Sellers shall deliver to EN the
Shares fully and duly endorsed to EN, thereby conveying to EN all of the right,
title and interest in and to the Shares. EN shall not be obligated to purchase
any of the Shares at Closing unless EN will receive at Closing at least 51% of
the fully diluted common shares of GCG from the Sellers. The Sellers shall
convey title to the Shares free and clear of all liens, claims, encumbrances or
interests of third parties of whatsoever nature and kind and subject to the
representations and warranties in clause 4 above.
8. Closing. Unless otherwise agreed, Closing shall occur on or before the fifth
(5th) business day following the date on which the parties have obtained all
consents, approvals or authorizations and affected all filings with federal and
state regulatory authorities necessary and appropriate to permit the transfer of
the Shares to EN. If this transaction is not closed within ninety (90) days
after the end of the due diligence period, this Agreement may be terminated by
any party, provided the terminating party is not in default of any of its
obligations set forth herein. Closing costs shall be paid by the parties as is
usual and customary in Denver, Colorado, and each party shall bear its own legal
and other costs incurred with respect to this transaction.
Please confirm and acknowledge the Sellers' acceptance of the terms and
conditions of the foregoing Agreement at the place indicated below. This
Agreement may be executed in multiple counterparts, and all counterparts taken
together shall constitute one agreement. Similarly, facsimile signatures shall
be deemed the same as original signatures. We look forward to hearing from you.
Very truly yours,
M. Craig Haase
Vice Chairman
Acceptance of Terms and Conditions of Agreement
The undersigned Sellers hereby accept and agree to be bound by the terms and
conditions of the Agreement set forth above.
<PAGE>
American Diversified Enterprises, Inc.
By:
Name:
Title:
Date:
Bull & Bear Gold Investors, Ltd.
By:
Name:
Title:
Date:
MIDAS Fund, Inc.
By:
Name:
Title:
Date:
Christopher Kagan, M.D.
Date:
Havilah Mining Company
By:
Name:
Title:
Date:
Taki N. Anagnoston, M.D.
Date:
Monterey OCM Gold Fund
By:
Name:
Title:
Date:
Dr. Duane A. Erickson
Date:
James S. Kraemer Trust
By:
Name: Allan L. Kraemer, Trustee
Date:
Janice E. Erickson
<PAGE>
Date:
The following persons as all successors-in-interest to American Diversified
Enterprises, Inc.
C. Robert Allen
Date:
Terry Allen Kramer
Date:
Bruce J. Allen
Date:
Susan K. Allen
Date:
Marr Family Trust
By: Leonard B. Marr, Trustee
Date:
Werner Disse, Sr.
Date:
Robert J. Wojcik
Date:
Ermitage Global Mining Investment Fund
By:
Name:
Title:
Date:
Harry Chin and Ruby Chin, Chin Revocable Trust
Harry and Ruby Chin, Individually and as Trustees
Date:
