ADDINGTON RESOURCES INC
8-K, 1995-07-12
BITUMINOUS COAL & LIGNITE SURFACE MINING
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                SECURITIES AND EXCHANGE COMMISSION

                     Washington, D. C.  20549


                                       




                             FORM 8-K


                          CURRENT REPORT


              Pursuant to Section 13 or 15(d) of the
                 Securities Exchange Act of 1934



Date of Report (Date of earliest event reported) June 26, 1995 

                    ADDINGTON RESOURCES, INC.                     
       (Exact Name of Registrant as Specified in Charter) 

  Delaware                         0-16498            61-1125039  
(State or Other                  (Commission         (IRS Employer 
Jurisdiction of                   File Number)       Identification  
Incorporation)                                             No.) 


1500 N. Big Run Road, Ashland, Kentucky                   41102   
(Address of Principal Executive Offices)                (Zip Code) 


Registrant's telephone number, 
             including area code (606) 928-3433        

       


                                                                  
         Former Name or Former Address, if Changed Since          
                 Last Report:  Not Applicable 
             
             
             
             
             
             
             
             
             
             
             
             INFORMATION TO BE INCLUDED IN THE REPORT

Item 5.   Other Events.

     As more fully described in the press release issued June 27,
1995 (attached as Exhibit 99.1), on June 26, 1995, the Registrant
entered into a letter of intent (a copy of which is attached as
Exhibit 99.2) to sell  its subsidiary, Addwest Minerals, Inc., to
Cornucopia Resources Ltd. 

     As more fully described in the press release issued July 5,
1995 (attached as Exhibit 99.3), the Registrant's mining
technology subsidiary, Mining Technologies, Inc. (MTI), entered
into a mining technology exchange agreement, among other
agreements, with BHP Australia Coal Pty Ltd to sell MTI's
Australian patents on highwall mining machines and certain other
related technology.

Item 7.   Financial Statements, Pro Forma Financial Information and 
          Exhibits.

     (a)  Financial statements of business acquired.

          Not applicable.

     (b)  Pro Forma Financial Information.

          Not applicable.

     (c)  Exhibits.

          Exhibit 99.1 -- Press Release dated June 27, 1995. 
          
          Exhibit 99.2 -- Letter of Intent dated June 26, 1995 among 
                          Addington Holding, Inc., Addwest Minerals, 
                          Inc. and Cornucopia Resources, Ltd.
          
          Exhibit 99.3 -- Press Release dated July 5, 1995. 





















                               
                               
                               
                               SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.


                                 ADDINGTON RESOURCES, INC. 

Date: July 12, 1995           By /s/ Kirby J. Taylor              
                                 Kirby J. Taylor
                                 President and Chief
                                 Operating Officer







                           EXHIBIT 99.1



ABOUT:    Addington Resources, Inc.
CONTACT:  Kirby J. Taylor
          President
          (606) 928-3433

FOR IMMEDIATE RELEASE

Addington Resources, Inc. Announces Letter of Intent to Sell Gold
Mining Operations 


     ASHLAND, KY.  (June 27, 1995) -- Addington Resources, Inc.
(NASDAQ National Market:  ADDR) today reported that its
subsidiary Addington Holding, Inc. has agreed in principle to
sell the stock of its metal mining subsidiary, Addwest Minerals,
Inc., to Cornucopia Resources, Ltd. 

     Terms of the letter of intent include payment to Addington
of approximately $7 million in cash (subject to a working capital
adjustment), the issuance of 6 million restricted shares of
Cornucopia's common stock, the assumption of all obligations
under the Addwest gold loan agreement with N. M. Rothschild &
Sons Ltd. in an amount equal to approximately $9,330,000, and
payment to Addington of up to $6 million in the form of a 5
percent net smelter royalty interest on Addwest's Alaskan
properties.  The net smelter royalty may be converted by either
party into an Addington right to receive additional shares of
Cornucopia common stock upon certain terms and conditions.

     Completion of the transaction is conditioned upon, among
other items, negotiation and execution of a definitive purchase
agreement, approval by the Board of Directors of Cornucopia and
Addington Holding, approval by the shareholders of Cornucopia if
required, successful completion by Cornucopia of a due diligence
investigation, and the receipt of necessary regulatory approvals
and consents on terms acceptable to the parties, including a
release of the guarantee by Addington Resources of obligations
under the Rothschild gold loan agreement.  Cornucopia expects to
complete its due diligence by July 31, 1995, with a closing
scheduled for September 8, 1995, or as soon thereafter as all
necessary regulatory approvals are obtained.

     Addwest Minerals, Inc. is currently engaged in the
development of gold mining and processing operations at Gold Road
Mine in Mohave County, Arizona.  Cornucopia will also acquire
Addwest's interest in property  in the Shumagin Islands of Alaska
and in the Golden Zone in south-central Alaska.  Addington will
retain its interest in a nepheline syenite project at Wind
Mountain in Otero County, New Mexico.  Addington has invested approximately
$23,700,000 in the projects to be sold.


     Addington Resources, Inc. trades on the NASDAQ National
Market System under the symbol ADDR.  The Company is involved in
waste management operations as well as mining, mining technology
and mining services.  Cornucopia Resources Ltd. trades on The
Toronto Stock Exchange under the symbol CNP and on the NASDAQ
SmallCap Market under the symbol CNPGF.  Cornucopia is involved
in the development of gold mining operations.





                           EXHIBIT 99.2

                    CORNUCOPIA RESOURCES LTD
                     540-355 Burrard Street
                     Vancouver, B.C. V6C 2G8




                         June 26, 1995


PRIVATE & CONFIDENTIAL

Addington Holding, Inc.
1500 North Bull Run Road
Ashland, Kentucky 41102

- -and-

Addwest Minerals, Inc.
5460 Ward Road - Suite 370
Arvada, Colorado 80002

     Re:  Purchase of all outstanding shares of common stock (the
          "Shares") of Addwest Minerals, Inc. ("Addwest")        

Dear Sirs:

     This letter sets out the terms and conditions on which
Cornucopia Resources Ltd., ("Cornucopia") a corporation organized
under the laws of the Province of British Columbia proposes to
purchase from Addington Holding, Inc.("Addington") the Shares of
Addwest, a corporation organized under the laws of the State of
Kentucky.  The terms and conditions of our agreement are as
follows:

     1.   Purchase Price.  The purchase price payable to Addington
for the Shares will be payable on the Closing Date (defined below)
as to (i) U.S. $7 million in cash (subject to adjustment of the
cash payment as contemplated in section 2); (ii) U.S. $6 million by
the issuance of 6 million common shares of Cornucopia (the "CNP
Shares") pursuant to an exemption from the registration
requirements of the United States Securities Act of 1933, as
amended; (iii) U.S. $6 million by way of a 5% net smelter royalty
interest (the "Royalty") described below and granted by Cornucopia
on Addwest's Schumagin Property and Golden Zone Property in Alaska
(the "Alaska Properties"); and (iv) approximately U.S. $9.3 million
by the assumption through Addwest of an existing gold loan (the
"Rothschild Loan") in that principal amount which was advanced by
N.M. Rothschild & Sons Ltd.

     2.   Adjustment to Purchase Price.  Any exploration or
development program undertaken by Addwest on the Gold Road Mine,
the Moss Exploration Property or the Alaska Properties from the
date of execution of this agreement to the Closing shall be subject
to the prior approval of Cornucopia and Cornucopia agrees that all
costs incurred by Addwest in respect of such approved programs, any 
property or third party holding costs and any payments to reduce
the Rothschild Loan from the date of execution of this agreement to
the Closing, after the proceeds of any dore produced in respect of
such program has been offset against such costs, together with any
positive working capital in Addwest, shall be treated as a credit
to Addington and the aggregate purchase price referred to in
section 1 shall be increased in an amount equal to such credit.

     3.   Deposit.  Cornucopia shall, upon execution of this
agreement, deliver to Addington, a certified cheque payable to
Addington in the amount of U.S. $350,000.  If Cornucopia does not
advise Addington in writing prior to July 31, 1995 that the outcome
of its due diligence investigation is satisfactory to Cornucopia,
the deposit shall be forfeited to Addington and this agreement
shall be terminated.  Otherwise such deposit shall be applied
towards the cash portion of the purchase price referred to in
section 1.

     4.   Royalty.  The Royalty shall not exceed $6 million in
aggregate which will be payable on gross revenue realized from the
sale of dore, net of refining, transportation and other costs which
are customary in the gold mining industry.

     5.   Cornucopia's Royalty Conversion Right.  Provided the
closing price of its shares on the day prior to exercising its
conversion right does not exceed 105% of the average market price
over the 21 trading days prior to such date, Cornucopia shall have
the right at any time by the giving of written notice to require
that Addington's Royalty entitlement be converted into, exchanged
for or terminated by the issuance of common shares of Cornucopia. 
Subject to receipt of regulatory approvals on a basis satisfactory
to it, Cornucopia, on exercise of its rights, will issue for the
Royalty entitlement U.S. $6 million of its common shares at the
price referred to above less any discount then permitted by
regulatory authorities.

     6.   Addington's Royalty Conversion Right.  Addington shall be
entitled to cause its Royalty entitlement to be wholly or partially
converted into, exchanged for or terminated by the issuance of
common shares of Cornucopia which will be issued as shown below on
a basis that depends on the number of minable ounces of gold
initially established to exist on the Alaska Properties by one or
more independent feasibility studies conducted by a third party
satisfactory to Cornucopia and Addington or as determined by
Cornucopia on the basis of its own exploration and development
activities.

          Minable Ounces of Gold        Value of Royalty available
          established by Feasibility    to be converted into
          Study                         Common Shares of CNP     

          less than 250,000                       0
          250,000 to 349,999                      $2 million
          350,000 to 499,999                      $4 million
          500,000 or more                         $6 million

The value of shares so issued as valued at their date of issue
shall be included in the calculation of Royalty paid from time to
time and shall be counted in determining whether or not the U.S. $6
million Royalty ceiling has been achieved.

     7.   Exercise of Addington Conversion Right.  For the purposes
of enabling Addington to exercise the right conferred by section 6,
Cornucopia will make available, within 15 days of completion, the
results of feasibility studies establishing the number of minable
gold ounces on the Alaska Properties and will advise Addington
within 15 days of determining that there has been an increase in
minable ounces that entitle Addington to exercise additional
conversion rights and Addington will have 30 business days from the
delivery to it of any such study or advice of any such
determination to notify Cornucopia in writing of its decision to
convert, exchange or terminate the Royalty entitlement for
Cornucopia shares, Addington's conversion right shall revive for a
period of 30 days after advice by Cornucopia of its determination
of an increase in aggregate minable ounces to a level entitling
Addington to call for additional shares in accordance with the
table set forth above but nothing shall entitle Addington to a
combination of shares (valued at their date of issue) and cash
exceeding U.S. $6 million in aggregate.  Subject to the receipt of
regulatory approvals, Cornucopia will issue the shares to which
Addington is entitled as soon as practicable after the delivery of
such notice and shall issue such shares at the average market price
over the 21 trading days preceding the day upon which regulatory
approval is sought for issuance of such shares after giving effect
to any discount then permitted by regulatory authorities.

     8.   Conditions in Favour of Cornucopia.  Cornucopia's
obligation to purchase the Shares will be subject to conditions in
its favour (i) permitting Cornucopia to conduct a due diligence
investigation of Addwest's business and affairs including its
mineral resource reserves, environmental exposures, tax position
and material contracts to be completed by July 31, 1995 or such
later date as may be agreed by Addington and Cornucopia; (ii) the
outcome of such due diligence investigation being satisfactory to
Cornucopia by July 31, 1995; (iii) receipt of all necessary
regulatory approvals on terms and conditions satisfactory to
Cornucopia; (iv) steps having been taken satisfactory to Cornucopia
to cause the transfer before the Closing Date to third parties of
all Addwest properties other than the Gold Road Mine and the Moss
Exploration Property both located in Arizona and the Alaska
Properties with no continuing liabilities in Addwest (including any
arising from such transfer) except for the Rothschild Loan and any
ongoing property payments or commitments pursuant to then existing
property/lease agreements; (v) the receipt of suitable indemnities
in favour of Addwest and Cornucopia as to liabilities of Addwest;
(vi) Addington's delivery on the Closing Date to Cornucopia in form
satisfactory to Cornucopia of an undertaking agreeing to hold the
CNP Shares for a period of one year after the closing and not to
dispose of such shares within that one year period without consent
of Cornucopia, which consent shall not be unreasonably withheld,
and agreeing to sell, to the extent permitted under U.S. and
Canadian  securities laws no more than 250,000 CNP Shares per
quarter in the second year and not more than 1.5 million CNP Shares
per year thereafter unless Cornucopia consents in writing to sales
in greater amounts; and (vii) other customary conditions.

     8A.  Covenant to Register CNP Shares.  If, after the one year
period referred to in section 8(vi), Addington wishes to sell some
or all of the CNP Shares and will, in the opinion of Cornucopia's
counsel, be precluded from doing so in the United States unless a
registration statement is filed with the Securities and Exchange
Commission qualifying such shares for sale, Cornucopia will cause
a registration statement to be filed once only so as to qualify
such shares for sale.

     9.   Condition in Favour of Addington.  Addington's obligation
to sell the Shares will be subject to its receipt of all necessary
governmental regulatory approvals and third party consents, if
needed, on terms and conditions satisfactory to Addington and to
the release of Addington's guarantee of the Rothschild Loan and of
the Amwest promissory note due in July, 1996.

     10.  Addington Nominee on Cornucopia Board.  Addington will be
entitled to nominate one member of the board of directors of
Cornucopia and will enter into an agreement satisfactory to
Cornucopia to vote the shares it owns in Cornucopia from time to
time in favour of management's nominees at any meeting of
shareholders of Cornucopia at which the election of directors is
considered or in favour of any arm's length transaction approved by
a majority of the board of directors of Cornucopia.

     11.  Access to Addwest Records.  Addwest will give
Cornucopia's representatives reasonable access to its business
records and properties and all other reasonable assistance so that
the due diligence investigation may be completed by July 31.

     12.  Closing.  Addington and Cornucopia will work diligently
to close the purchase of the Shares by September 8, 1995 or as soon
thereafter as all necessary regulatory approvals have been obtained
(the "Closing Date").  In the event that Cornucopia has not
obtained all necessary regulatory approvals by September 30, 1995,
this agreement shall terminate unless prior to that date Cornucopia
pays to Addington the sum of U.S. $200,000 in which event this
agreement shall be extended until November 30, 1995 and the U.S.
$200,000 shall be applied to the cash portion of the purchase price
referred to in section 1.

     13.  Board and Shareholder Approval.    The transaction must
be approved by the board of directors of Cornucopia and Addington
and, if legally required either to accomplish the purchase of the
Shares or in connection with any financing raised by Cornucopia to
accomplish the purchase of the Shares, by the shareholders of
Cornucopia.

     14.  Non-solicitation.   Neither Addington nor Addwest will
solicit any other person to make or negotiate or discuss with any
other person any proposal for any merger, sale of assets or other
business combination (an "Acquisition Proposal") involving Addwest
until after the Closing Date.  Addwest confirms that apart from
current discussions which are being terminated there are no
anticipated discussions involving any such Acquisition Proposal and
if Addington or Addwest receives an Acquisition Proposal, it shall
forthwith advise Cornucopia of the particulars.  Nothing in this
agreement shall prevent or restrict Addington from undertaking any
internal restructuring of its ownership including a split up of
Addington subsidiaries into two separate groups of companies
provided that, after undertaking such restructuring, Addington can
still perform its obligations under this agreement.

     15.  Addwest Business to be Conducted in Ordinary Course. 
Addington shall cause Addwest not to change its articles or
by-laws, issued capital or make any other material change in its
affairs until after the Closing Date.  Addington agrees that from
and after the date of this letter until the Closing Date and except
as contemplated by this letter in section 8(iv) hereof, the
business of Addwest will be conducted only in the ordinary course
and in a commercially reasonable manner and for greater certainty
shall include the continuation or initiation of any exploration or
development program approved by Cornucopia and in substantially the
same manner as previously conducted and Addington and Addwest will
keep Cornucopia advised of significant developments in Addwest's
business.  Addington and Addwest will consult the Cornucopia in
advance of any significant decisions concerning the operation of
Addwest's business or the disposition of assets and will not
declare or pay any dividends or make any other distributions.

     16.  Secondary Offering. Cornucopia agrees that Addington
will, subject to all applicable regulatory approvals and the
consent of any underwriters involved, have, for so long as
Addington holds in excess of one million shares of Cornucopia, the
right to participate, by way of secondary offering, in any future
equity financing undertaken by Cornucopia to the extent determined
by a majority of the board of directors of Cornucopia.

     17.  Employment Agreements.   Cornucopia and Addwest will work
diligently to finalize employment agreements, satisfactory to
Cornucopia, with Bill Buchan, Charlie Daylrimple, Alan Founie,
James Guilinger and Doug Christopherson, which agreements shall
provide that, among other things, if any of such employment
agreements are terminated within one year of the Closing, the
employee shall be entitled to a severance payment equal to seven
month's salary.

     18.  Definitive Agreements.   The terms of this letter, and
any other terms that are negotiated and customary representations,
warranties, covenants and conditions will be set out in one or more
definitive agreements.  Cornucopia's attorneys will prepare a draft
of these agreements for Addington's consideration and Cornucopia
and Addington will thereafter work diligently to finalize mutually
acceptable definitive agreements as soon as possible and in any
event prior to September 8, 1995.

     19.  Public Disclosure.  Neither Cornucopia, Addington or
Addwest will make any public disclosure of this letter or of the
terms of the proposal without the prior consent of the other;
provided however, each of them may make such disclosure to the
public or to regulatory authorities as is necessary to comply with
applicable law and the rules of any trading market on which their
shares trade but will consult with the others before doing so.

     20.  Indemnification. Addington shall indemnify, defend and
hold Cornucopia, its subsidiaries, and their officers, directors
and employees harmless from and against any and all liabilities,
demands, claims, actions, costs, debts, expenses, attorney's fees,
penalties, violations, and obligations of any and every kind for
personal injury or property damage arising from any inspection of,
or attendance at, any property or other premises of Cornucopia by
directors, officers, employees or agents of Addington for the
purposes of conducting due diligence pursuant to this Agreement. 
Cornucopia shall indemnify, defend and hold Addington, its
subsidiaries, their officers, directors and employees harmless from
and against any and all liabilities, demands, claims, actions,
costs, debts, expenses, attorney's fees, penalties, violations, and
obligations of any and every kind for personal injury or property
damage arising from any inspection of, or attendance at, any
property or other premises of Addington by directors, officers,
employees or agents of Cornucopia for the purposes of conducting
due diligence pursuant to this Agreement.

     21.  Confidentiality. All information provided hereunder and
the existence of and the terms of this agreement shall be kept
confidential and, except as required by law, not disclosed by a
party to third parties without the prior, written consent of the
other party, provided, however, Cornucopia shall, after obtaining
appropriate confidentiality agreements, have the right to disclose
information and the terms of this agreement to Muzinich & Co.,
Inc., consultants engaged by Cornucopia for the purposes of the due
diligence contemplated hereunder, and any banking institutions or
underwriters which shall, in the future, provide or consider
providing Cornucopia with financing, all without the consent of
Addington.  Should Cornucopia not elect to proceed with the
purchase as contemplated hereunder, all copies of information
received by Cornucopia shall be returned to Addington, or destroyed
at Cornucopia's option.  Should Cornucopia proceed with the
purchase as contemplated hereunder, this provision shall, upon the
Closing, cease being effective as against Cornucopia.

     22.  Agreement binding; Arbitration Clause.  This agreement is
intended to be binding and any dispute or disagreement of fact or
law arising under or related to this agreement or to the 
performance or non-performance thereof, shall be finally settled
under the Commercial Arbitration Act (British Columbia) and any
statutory modification or re-enactment thereof.  The arbitration
shall be held in the jurisdiction of incorporation of the party not
commencing the arbitral proceedings.  In the event of any such
dispute, either party, by notice to the other, may require that the
dispute be resolved by the decision of a board of three
arbitrators.  The party giving notice of such dispute shall name
one arbitrator in such notice.  The other party shall name a second
arbitrator in a written reply given within fifteen (15) days from
the date of receiving said notice and the two arbitrators so named
shall appoint a third within fifteen (15) days from the date of
such reply.  If the other party to the dispute shall refuse or
neglect to appoint an arbitrator within such time, the arbitrator
first appointed shall, at the request of the party appointing him,
proceed to determine the matter in dispute as if he were a single
arbitrator appointed by all the parties to the dispute.  If the two
arbitrators are so appointed within the time prescribed and they do
not agree, within a period of fifteen (15) days from the date of
the appointment of the second arbitrator, upon the appointment of
the third arbitrator, then upon the application of any of the
parties to the dispute, the third arbitrator shall be appointed by
a judge of the Supreme Court of British Columbia.  The
determination made by a majority of the said arbitrators shall be
final and binding upon all the parties with no right of appeal. 
Each party shall pay onehalf of the fees and expenses of the third
arbitrator.

     In the event of any arbitration or other legal proceeding
brought by either party hereto against the other with regard to any
matter arising out of or related to this agreement, each party
hereby expressly agrees that the party against whom any final and
non-appealable award decision, judgment, writ, order or decree
shall be entered shall (i) pay, in addition to any sums which may
be due or payable to the other party as a result of such award
decision, judgment, writ, order or decree, all costs of
arbitration, court costs and arbitrators' and attorneys' fees in
connection with such proceedings; and (ii) reimburse such other
party for all reasonable attorney's fees (including disbursements)
incurred by said other party in whose favor such award decision,
judgment, writ, order or decree shall have been entered to the
extent the same have not already been paid pursuant to clause (i)
hereof.

     If in the opinion of a majority of the arbitrators it would be
unjust or inequitable by reason of the substantive effect of their
final award decision to have one party bear all such costs and
fees, they shall in their final award decision so divide and
allocate all such costs and fees between the parties on a basis
which is just and equitable under the circumstances.

     Judgment upon the award rendered may be entered in Canada or
in the United States in any court having jurisdiction, or
application may be made to any such court for a judicial acceptance
of the award and an order of enforcement, as the case may be.

     23.  Time of Essence.    Time shall be of the essence in this
agreement.

     24.  Notices.  Any notice or other communication required or
permitted hereunder shall be in writing and shall be sufficiently
given if delivered in person or sent by telecopier to:

        a)   in the case of Addington, to:
             1500 North Bull Run Road
             Ashland, Kentucky 
             41102
             Telephone: (606) 928-3433
             Fax: (606) 928-0450
          
             Attention:  Kirby Taylor
                         President

        b)   in the case of Addwest, to:
             5460 Ward Road-Suite 370
             Arvada, Colorado 80002
             Telephone: (303) 424-5134
             Fax: (303) 425-7497

             Attention:  Charles S. Williams
                         President

        c)   in the case of Cornucopia, to:
             540-355 Burrard Street
             Vancouver, BC
             V6C 2G8
             Telephone: (604) 687-0619
             Fax: (604) 681-4170

             Attention:  James M. Carter
                         Executive Vice-President







     If the foregoing is in accordance with the understanding
please execute and return the enclosed copy of this letter to the
undersigned.  This agreement may be signed in counterparts.

                           Yours truly,

                           CORNUCOPIA RESOURCES, LTD.


                           By: /s/ James Carter
                              James Carter
                              Executive Vice-President
                              and Chief Financial Officer



Accepted and Agreed on     ADDINGTON HOLDINGS, INC.
June 26, 1995              


                           By: /s/ Kirby J. Taylor        


Accepted and Agreed on     ADDWEST MINERALS, INC.
June 26, 1995



                           By: /s/ Charles S. Williams






                           EXHIBIT 99.3


ABOUT:    Addington Resources, Inc.
CONTACT:  Kirby J. Taylor
          President
          (606) 928-3433

FOR IMMEDIATE RELEASE

Addington Resources, Inc. Announces Sale of Australian Mining
Technology Patents 

     ASHLAND, KY.  (July 5, 1995) -- Addington Resources, Inc.
(NASDAQ National Market:  ADDR) today reported that its mining
technology subsidiary, Mining Technologies, Inc. (MTI), has
entered into a mining technology exchange agreement with BHP
Australia Coal Pty Ltd (BHPAC).  
     
     The agreement provides for the sale of MTI's Australian
patents on highwall mining machines and certain other related
technology.  BHPAC will restrict its use of the highwall mining
technology to Australia and its own mining equipment and
operations.  The agreement does not restrict the right of MTI to
license and use the technology worldwide, except for certain
restrictions on its use in Australia.

     MTI also entered into a contract mining agreement with BHPAC
to mine coal reserves located at BHPAC's Moura Mine in
Queensland, Australia.  In addition, MTI entered into an
agreement with BHPAC and Joy Technologies, Inc. (Joy) that
provides for the exchange of certain information related to
developments in the highwall mining technology.  MTI and Joy have
previously entered into a licensing agreement for the manufacture
and marketing of highwall mining machines using MTI-invented
technology.  This agreement with Joy will remain in force
although MTI will not receive any payments from Joy related to
coal production by BHPAC using highwall mining machines.  Joy
consented to the sale of technology to BHPAC.
 
     In consideration of the transfer of the patents and related
technology, MTI received US $10 million upon execution of the
agreement, and will receive an additional US $4 million following
MTI's initial successful mining of coal at the contract mining
operation at the Moura Mine.  BHPAC has also agreed to reimburse
MTI up to US $1 million for equipment used by MTI in its contract
mining operations at the Moura Mine.  Although no assurances can
be given, MTI expects to be contract mining at the Moura Mine by
the end of 1995.

     The agreement also provides for contingent payments to MTI
of US $3 million upon the satisfaction of certain production
requirements related to BHPAC's use of a highwall mining system
incorporating the MTI technology. 
 
     Addington Resources, Inc. trades on the NASDAQ National
Market System under the symbol ADDR.  The Company is involved in
waste management operations as well as mining, mining technology
and mining services.



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