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Post by Franko10 ™ on Oct 24, 2005 5:12:04 GMT -5
UNITED STATES
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) October 20, 2005
CMKM DIAMONDS INC.
Section 1 – Registrant’s Business and Operations
Item 1.01 Entry into a Material Definitive Agreement
United Carina – Entourage Agreement
CMKM Diamonds Inc. has continued to be in default under an agreement with United Carina Resources Corp., as described in Item 1.02 below.
On October 20, 2005, CMKM Diamonds Inc. (“CMKM”) entered into an Assignment Agreement with Entourage Mining Ltd. (“Entourage”). Under the terms of the agreement, CMKM assigned its 50% interest in United Carina Resources Corp.’s (“United Carina”) claims located in the Hatchet Lake area of Canada to Entourage. Entourage, in exchange for CMKM’s interest in the Hatchet Lake area, has agreed to issue CMKM a total of 15,000,000 shares of its common stock. The obligations of Entourage are expressly subject to Entourage closing, on or before October 28, 2005, a minimum of $1,050,000 in equity financing.
A copy of the Assignment Agreement between Entourage and CMKM is attached hereto as Exhibit 10.1.
Nevada Minerals – Entourage Agreement
On October 20, 2005, CMKM entered into a Mineral Property Purchase Agreement with Entourage, whereby CMKM agreed to sell its 36% interest in mineral claims it had with Nevada Minerals, Inc. in the Forte Diamond property of Saskatchewan, Canada. Entourage, in exchange for CMKM’s interest in the claims, has agreed to issue CMKM a total of 5,000,000 shares of its common stock. Nevada Minerals, Inc. has also read and consented to the agreement between CMKM and Entourage. The obligations of Entourage are expressly subject to Entourage closing, on or before October 28, 2005, a minimum of $1,050,000 in equity financing.
A copy of this Mineral Property Purchase Agreement between Entourage and CMKM is attached hereto as Exhibit 10.2.
It is the intention of CMKM to distribute the shares to be received from Entourage to its stockholders, once a proper method of distribution is decided upon. CMKM plans to use the assistance of Mr. Robert Maheu, Mr. Bill Frizzell, and Mr. Donald J. Stoecklein to coordinate the efforts of a liquidating distribution of the Entourage shares to CMKM stockholders. There will be no voting rights attached to the Entourage shares, including the shares described in Item 1.02 below, until such time as the shares are distributed to the CMKM stockholders.
Item 1.02 Termination of a Material Definitive Agreement
United Carina Default
Under the terms of the agreement between CMKM and United Carina on October 23, 2004, CMKM was obligated to spend a total of $500,000 on exploration of the Hatchet Lake properties over the 12 months from the date of the agreement. CMKM does not have the necessary capital to meet this obligation and has therefore defaulted under the terms of the agreement. Furthermore, due to the ongoing Securities and Exchange Commission investigation currently being conducted, CMKM has been unable to raise the necessary capital needed to meet the requirements of the above mentioned agreement. Since CMKM was not able to meet its obligations to United Carina, CMKM deemed it to be in the best interest of CMKM to assign its interest in United Carina to Entourage as described in Item 1.01 above.
On October 20, 2005, the agreement between CMKM and United Carina was officially terminated upon the signing of the Assignment Agreement with Entourage Mining. There are no material early termination penalties as a result of the agreement being terminated, but CMKM has consented to and agreed to hold harmless Entourage for entering into the new agreement with United Carina.
1010 Default
Under the terms of the agreement between CMKM and 101047025 Saskatchewan Ltd. (“1010”) dated August 1, 2003, CMKM was obligated to provide the necessary capital for maintenance of claims located in the Smeaton / Forte a la Corne property as well as the drilling and exploration expenses. CMKM has been financially incapable of meeting these obligations and has therefore defaulted under the terms of the agreement. Furthermore, due to the ongoing Securities and Exchange Commission investigation currently being conducted, CMKM has been unable to raise the necessary capital needed to meet the requirements of the above mentioned agreement. Since CMKM was not able to meet its obligations to 1010, CMKM deemed it to be in the best interest of CMKM to consent to the purchase of those claims by Entourage. Entourage, in exchange for acquiring these claims, has agreed to issue 38,888,888 shares of common stock to 1010. Mr. Emerson Koch, acting on behalf of 1010, has agreed to transfer 30,000,000 shares of Entourage’s stock to CMKM, which will also be distributed to CMKM stockholders.
On October 20, 2005, the agreement between CMKM and 1010 was officially terminated upon the signing of a purchase agreement between 1010 and Entourage. There are no material early termination penalties as a result of the agreement being terminated, but CMKM has consented to and agreed to hold harmless Entourage for entering into the new agreement with 1010.
Nevada Minerals Default
CMKM defaulted on its agreement with Nevada Minerals, Inc. dated July 19, 2004, due to CMKM not being able to provide the capital needed for maintenance, drilling, and exploration expenses for the Forte Diamond property of Saskatchewan. On October 20, 2005, the agreement between CMKM and Nevada Minerals was officially terminated upon the signing of the Mineral Property Purchase Agreement between CMKM and Entourage. There are no material early termination penalties as a result of the agreement being terminated.
In addition, CMKM continues to be in default on its agreement with Nevada Minerals regarding the American Shaft in Ecuador. CMKM has received several default notices from Nevada Minerals; however is currently in discussion with Nevada Minerals for a possible way to cure the default.
Section 5 – Corporate Governance and Management
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
On October 20, 2005, Mr. Robert A. Maheu notified CMKM of his resignation as a member and Co-Chairman of the Board of Directors. His resignation was effective as of 10:00 a.m. on October 20, 2005. CMKM believes it is in the best interest for the company to accept Mr. Mahue’s resignation as a director due to CMKM’s current lack of funds to continue its operations and in anticipation of a distribution to CMKM stockholders of the anticipated receipt of the Entourage stock, whereby Mr. Maheu has agreed to lend his assistance to CMKM and its stockholders as a consultant, trustee, or in any other capacity as needed during the winding up of CMKM’s affairs. Additionally, Mr. Maheu has agreed to waive his rights to any past financial obligations due him from CMKM.
Mr. Urban Casavant will remain as the sole officer and director of CMKM until the affairs of CMKM are wound up. As a result of health concerns, Mr. Casavant intends to resign as the sole officer and director effective immediately upon a determination that all shares and other assets of CMKM have been properly disbursed to its stockholders.
Section 7 – Regulation FD
Item 7.01 Regulation FD Disclosure
On October 20, 2005, Entourage Mining Ltd. issued a press release to announce Entourage’s increased interest in the Hatchet Lake Uranium property. In the release by Entourage, the Assignment Agreement entered into between Entourage and CMKM was discussed. A copy of the press release is attached hereto as Exhibit 99.1
Section 8 – Other Events
Item 8.01 Other Events
On October 21, 2005, the Board of Directors of CMKM approved the formation of a task force consisting of Mr. Robert A. Maheu, Mr. Donald J. Stoecklein, and Mr. Bill Frizzell for the purpose of assisting CMKM and Mr. Maheu, as a designated trustee, to conduct an orderly and verifiable pro rata liquidating distribution of any Entourage shares as reference herein and any other available assets of CMKM.
Mr. Maheu has been selected by the Board of Directors to oversee and facilitate the distribution of the Entourage shares and all other assets. Mr. Maheu has been directed by the sole officer and director of CMKM, Mr. Urban Casavant, to use all means possible, including filing appropriate actions in either Federal or State court, to assure that the bona fide stockholders of CMKM receive a pro rata distribution of the 50 million Entourage shares and any other assets of CMKM.
Procedures for facilitating the pro rata distribution of Entourage shares, based upon a verifiable ownership of CMKM shares is being implemented by the CMKM board and the herein referenced task force. A future filing and/or communications will provide information as the procedure.
As a result of the recent events surrounding CMKM, the Stoecklein Law Group has been requested by the Board of Directors of CMKM to withdraw its Petition for Review in the Matter of CMKM Diamonds, Inc., Administrative Proceeding File No. 3-11858. On October 21, 2005, a formal withdrawal of its petition for review to the Securities and Exchange Commission was submitted. CMKM has requested the Commission withdraw the petition and institute the Initial Decision of the Administrative Law Judge revoking registration of the common stock of CMKM pursuant to Section 12(j) of the Exchange Act effective immediately.
A copy of the withdrawal is attached hereto as Exhibit 99.2.
Section 9 – Financial Statements and Exhibits
Item 9.01 – Exhibits
(c) Exhibit.
Exhibit Number
Exhibit Title of Description
10.1
Assignment Agreement entered into by CMKM Diamonds Inc. and Entourage Mining Ltd., dated October 20, 2005.
10.2
Mineral Property Purchase Agreement entered into by CMKM Diamonds Inc. and Entourage Mining Ltd., dated October 20, 2005.
99.1
United Carina Press Release, dated October 20, 2005.
99.2
Withdrawal of the Petition for Review in the Matter of CMKM Diamonds Inc. Administrative Proceeding File No. 3-11858.
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 hereunto duly authorized.
CMKM DIAMONDS INC.
By: /s/ Urban Casavant
Urban Casavant,
President and Chief Executive Officer
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Post by Franko10 ™ on Oct 24, 2005 5:13:08 GMT -5
EX-10 2 ex10-1.htm ASSIGNMENT AGREEMENT ENTERED INTO BY CMKM DIAMONDS INC. AND ENTOURAGE MINING LTD., DATED OCTOBER 20, 2005.
Exhibit 10.1
ASSIGNMENT AGREEMENT
THIS AGREEMENT dated for reference this 20th day of October, 2005.
BETWEEN:
ENTOURAGE MINING LTD., a corporation incorporated under the laws of the Province of British Columbia and having an office at Suite 614 – 475 Howe Street in the City of Vancouver, British Columbia, Canada V6C 2B3
("Entourage")
AND:
CMKM DIAMONDS, INC., a corporation having an office at 4760 South Pecos Road, Suite 211 in the City of Las Vegas, Nevada 89121
("CMKM”)
WHEREAS:
A.
CMKM is party to an agreement (the “United Carina Agreement”) dated October 23, 2004 between itself and United Carina Resources Corp. (“United Carina”), and amendments thereto, whereby it has the right to acquire an undivided 50% right, title and interest in and to certain mineral claims known as the Hatchet Lake Property as described more particularly in Schedule “A” attached hereto.
B.
CMKM wishes to assign to Entourage, and Entourage wishes to acquire, any and all interest of CMKM in and to the United Carina Agreement in exchange for the issuance to CMKM of 15,000,000 common shares of Entourage, which shares will be distributed to the shareholders of CMKM, subject to applicable securities rules, laws and regulations.
C.
United Carina has consented, by way of its execution of other documents, to the assignment of CMKM’s interest in and to the United Carina Agreement to Entourage.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual covenants and provisos herein contained, THE PARTIES HERETO AGREE AS FOLLOWS:
1.
CMKM’S REPRESENTATIONS
1.1
CMKM represents and warrants to Entourage that:
(a)
under the terms of an agreement (the “United Carina Agreement”) dated the 23rd day of October, 2004, it has the right to acquire, from United Carina Resources Corp. (“United Carina”) an interest in the Hatchet Lake Property and holds the right to explore and develop the Hatchet Lake Property, subject to applicable rules and regulations;
(b)
save and except as concerns its agreements with Entourage and with CMKM, to the best of CMKM’s knowledge, United Carina holds the Hatchet Lake Property free and clear of all liens, charges and claims of others;
(d)
the Hatchet Lake Property has been, or to the best of the knowledge of CMKM has been, duly and validly located and recorded in a good and miner-like manner pursuant to the laws of the Province of Saskatchewan and the claims are in good standing in the Province of Saskatchewan as of the date of this Agreement;
(e)
CMKM is duly incorporated under the laws of its incorporating jurisdiction and is a valid and subsisting company in good standing under those laws;
(f)
CMKM has the right to transfer, convey, option and assign its interest in the Hatchet Lake Property and in the United Carina Agreement to Entourage as contemplated in this Agreement;
(g)
there are no adverse claims or challenges against or to CMKM’s interest in the Hatchet Lake Property and the United Carina Agreement, save and except that CMKM is not in good standing under the terms of the United Carina Agreement, nor to the knowledge of CMKM is there any basis therefor, and to CMKM’s knowledge, there are no outstanding agreements or options to acquire or purchase the Hatchet Lake Property or any portion thereof other than the United Carina Agreement and an agreement between United Carina and Entourage executed concurrently therewith (and after amended);
(h)
CMKM has the full right, authority and capacity to enter into this Agreement without first obtaining the consent of any other person or body corporate and the consummation of the transaction herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of any indenture, agreement or other instrument whatsoever to which CMKM is a party or to which it is subject; and
(j)
no proceedings are pending for, and CMKM is unaware of any basis for, the institution of any proceedings which could lead to the placing of CMKM in bankruptcy or insolvency, or in any position similar to bankruptcy, such that any person could claim an interest in and to the Hatchet Lake Property from Entourage notwithstanding that Entourage is at arm’s length with CMKM and is entering into this Agreement for good and valuable consideration.
1.2 The representations and warranties of CMKM set out in paragraph 1.1 above form a part of this Agreement and are conditions upon which Entourage has relied in entering into this Agreement and shall survive the acquisition of any interest in the Hatchet Lake Property by Entourage.
1.3 CMKM will indemnify Entourage from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant, agreement or condition made by CMKM and contained in this Agreement including, without limiting the generality of the foregoing, against any and all loss, damage, costs, actions and suits which may be brought as a result of any shareholder actions on the part of CMKM’s shareholders. In lieu of any monetary indemnification, Entourage may claim from CMKM indemnification in the form of repayment, sale or transfer to it of some or all of the Shares (as that term is defined in section 4.1 below).
1.4 The Hatchet Lake Property is not, to the best of CMKM’s knowledge, subject to any NSR or other royalty claims on the part of United Carina or any other party.
2.
ENTOURAGE'S REPRESENTATIONS
2.1 Entourage warrants and represents to CMKM that it is a body corporate, duly incorporated under the laws of the Province of British Columbia with full power and absolute capacity to enter into this Agreement and that the terms of this Agreement have been or will be authorized by all necessary corporate acts and deeds in order to give effect to the terms hereof.
3.
ASSIGNMENT OF OPTION
3.1 CMKM hereby assigns to Entourage its sole and exclusive beneficial right and option (the "Option") to acquire a 50% undivided registered beneficial right, title and interest in and to the Hatchet Lake Property which Option is granted under the terms of the United Carina Agreement.
4.
ASSIGNMENT PRICE
4.1 Entourage shall pay for the assignment of the Option by issuing a total of 15,000,000 common shares (the "Shares") of Entourage to a trustee (the "Trustee") appointed by CMKM.
4.2 CMKM agrees to make any and all reasonable efforts to distribute the Shares to its shareholders (the “CMKM Shareholders”) pro rata to the CMKM Shareholders in accordance with applicable securities laws, rules and regulations and shall, in furtherance of this distribution, forthwith appoint the Trustee of the Shares to distribute the Shares.
4.3 CMKM agrees that it will bear all of the costs of the distribution of the Shares to theCMKM Shareholders including, without limiting the generality of the foregoing, the appointment of the Trustee and the Trustee’s remuneration.
4.4 Entourage agrees that it will, subject to section 4.3 above, make any and all reasonable efforts to facilitate the Trustee’s distribution of the Shares to the CMKM Shareholders.
4.5 CMKM agrees that it will abstain from using the voting rights attaching to the Shares until such time as it has distributed the Shares to the CMKM Shareholders under section 4.2 above.
4.6 CMKM agrees that any Trustee it appoints will not be appointed unless the Trustee first agrees to the terms of section 4.5 above.
4.7 In the event that a court of competent jurisdiction appoints a trustee other than the Trustee, the rights to vote the Shares shall be exercised, for a period of five (5) years, by the President of Entourage and CMKM or its Trustee agree to appoint the President of Entourage as its or their proxy holder at any meeting of shareholders of Entourage.
5.
CONDITION PRECEDENT
5.1 This Agreement is expressly subject to the consent of United Carina to its terms and is further subject to the execution of an agreement (the “New Agreement”), between United Carina and Entourage, which replaces and supersedes the United Carina Agreement.
5.2 This Agreement is expressly subject to United Carina obtaining any regulatory approval it requires for the New Agreement including, without limiting the generality of the foregoing, its acceptance for filing with the TSX-Venture Exchange.
5.3 The obligations of Entourage herein are expressly subject to Entourage securing, on or before October 28, 2005, a minimum of US$1,050,000 in equity financing with which to finance its working capital and other obligations, including its obligations under sections 1.1(a) and (b) of the New Agreement.
6.
RIGHT TO ABANDON PROPERTY INTERESTS
6.1 Nothing in this Agreement shall require Entourage to continue work or payments to United Carina under the terms of either the United Carina Agreement or the New Agreement.
7.
FURTHER ASSURANCES
7.1 The parties hereto agree to do or cause to be done all acts or things reasonably necessary to implement and carry into effect the provisions and intent of this Agreement including, without limiting the generality of the foregoing, obtaining consent resolutions, or minutes, of their respective boards of directors consenting and approving of this Agreement.
8.
FORCE MAJEURE
8.1 If either of the parties hereto is prevented from or delayed in complying with any provisions of this Agreement by reasons of strikes, labour disputes, lockouts, labour shortages, power shortages, fires, wars, acts of God, governmental regulations restricting normal operations or any other reason or reasons beyond their control, the time limited for the performance of various provisions of this Agreement as set out above shall be extended by a period of time equal in length to the period of such prevention and delay, and they, insofar as is possible, shall promptly give written notice the other party of the particulars of the reasons for any prevention or delay under this paragraph, and shall take all reasonable steps to remove the cause of such prevention or delay and shall give written notice as soon as such cause ceases to exist.
9.
ENTIRE AGREEMENT
9.1 This Agreement constitutes the entire agreement to date between the parties hereto and supersedes every previous agreement, communication, expectation, negotiation, representation or understanding, whether oral or written, express or implied, statutory or otherwise, between the parties hereto with respect to the subject matter of this Agreement.
9.2 This Agreement does not purport to supersede the New Agreement between United Carina and Entourage.
10.
NOTICE
10.1 Any notice required to be given under this Agreement shall be deemed to be well and sufficiently given if delivered, or if mailed by registered mail, in the case of eitheraddressed to them as follows:
Entourage Mining Ltd.
Suite 614 – 475 Howe Street
Vancouver, British Columbia
Canada V6C 2B3
Fax: (604) 669-4368
and in the case of CMKM addressed as follows:
CMKM Diamonds, Inc.
4760 South Pecos Road, Suite 211
Las Vegas, Nevada 89121
Fax: ______________________
and any notice given shall be deemed to have been given, if delivered, when delivered, or if mailed by registered mail, on the fourth business day after the date of mailing thereof.
10.2 Either party hereto may from time to time by notice in writing change its address for the purpose of this paragraph.
11.
TIME OF ESSENCE
11.1
Time shall be of the essence of this Agreement.
12.
CURRENCY
12.1 All funds referred to under the terms of this Agreement shall be funds designated in the lawful currency of the United States of America.
13.
APPLICABLE LAW
13.1 Except as applies to the mineral claims laws of the Province of Saskatchewan, this Agreement shall be governed by the laws of the Province of British Columbia and the parties hereto agree to attorn to the courts thereof.
13.2 It is an express condition of this Agreement that any dispute of its terms be brought in the courts of the Province of British Columbia. In the event that any court outside of the Province of British Columbia attempts to assert jurisdiction over the terms of this Agreement, this Agreement shall be terminated, save and except as to section 16, and the Shares, if they have not already been distributed to the CMKM Shareholders, shall be returned to the treasury of Entourage.
14.
ARBITRATION
14.1 In the event of a dispute between the parties regarding any provision of this Agreement, the parties hereto agree to submit the dispute to binding arbitration under the terms of the Commercial Arbitration Act of the revised statutes of the Province of British Columbia [R.S.B.C. 1996 Chapter 55] or its successor.
15.
ENUREMENT
15.1 This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and assigns.
16.
ACKNOWLEDGEMENT
16.1 CMKM and Entourage acknowledge that CMKM is in default of the United Carina Agreement and further confirms that, at any time, United Carina has the right, and may, terminate the United Carina Agreement without compensation to CMKM.
IN WITNESS WHEREOF this Agreement has been executed as of the day and year first above written.
ENTOURAGE MINING LTD.
CMKM DIAMONDS, INC.
Per:
Per:
/s/ Gregory Kennedy
/s/ Urban Casavant
Authorized Signatory
Authorized Signatory
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Post by Franko10 ™ on Oct 24, 2005 5:15:59 GMT -5
EX-10 3 ex10-2.htm MINERAL PROPERTY PURCHASE AGREEMENT ENTERED INTO BY CMKM DIAMONDS INC. AND ENTOURAGE MINING LTD., DATED OCTOBER 20, 2005.
Exhibit 10.2
MINERAL PROPERTY PURCHASE AGREEMENT
THIS AGREEMENT dated for reference this 20th day of October, 2005.
BETWEEN:
ENTOURAGE MINING LTD., a corporation incorporated under the laws of the Province of British Columbia and having an office at Suite 614 – 475 Howe Street in the City of Vancouver, British Columbia, Canada V6C 2B3
("Entourage")
AND:
CMKM DIAMONDS, INC., a corporation having an office at 4760 South Pecos Road, Suite 211 in the City of Las Vegas, Nevada 89121
("CMKM”)
WHEREAS:
A.
CMKM is party to an agreement (the “Nevada Minerals Agreement”) dated July 18, 2004 between itself and Nevada Minerals, Inc. (“Nevada Minerals”), and amendments thereto, whereby it purchased, on July 19, 2004, an undivided 36% right, title and interest in and to certain mineral claims as described more particularly in Schedule “A” attached hereto (the “Property”).
B.
CMKM wishes to sell to Entourage, and Entourage wishes to acquire, any and all interest of CMKM in and to the Property for the purchase price of 5,000,000 shares in Entourage’s capital stock and for other good and valuable consideration.
C.
Nevada Minerals Inc. has consented, by way of its execution of this Agreement, to the assignment of CMKM’s interest in and to the Nevada Minerals Agreement to Entourage and the sale of the CMKM’s interest in the Property to Entourage.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual covenants and promises herein contained, THE PARTIES HERETO AGREE AS FOLLOWS:
1.
CMKM’S REPRESENTATIONS
1.1
CMKM represents and warrants to Entourage that:
(a)
it owns a 36% beneficial right, title and interest in and to the Property and that it is freely able to sell this interest to Entourage;
(b)
the Property has been, or to the best of the knowledge of CMKM has been, duly and validly located and recorded in a good and miner-like manner pursuant to the laws of the Province of Saskatchewan and the claims are in good standing in the Province of Saskatchewan as of the date of this Agreement;
(e)
CMKM is duly incorporated under the laws of its incorporating jurisdiction and is a valid and subsisting company in good standing under those laws;
(f)
CMKM has the right to transfer, convey, option and assign its interest in the Property and in the Nevada Minerals Agreement to Entourage as contemplated in this Agreement;
(g)
there are no adverse claims or challenges against or to CMKM’s interest in the Property and the Nevada Minerals Agreement, nor to the knowledge of CMKM is there any basis therefor, and to CMKM’s knowledge, there are no outstanding agreements or options to acquire or purchase the Property or any portion thereof other than the Nevada Minerals Agreement;
(h)
CMKM has the full right, authority and capacity to enter into this Agreement without first obtaining the consent of any other person or body corporate and the consummation of the transaction herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of any indenture, agreement or other instrument whatsoever to which CMKM is a party or to which it is subject;
(j)
no proceedings are pending for, and CMKM is unaware of any basis for, the institution of any proceedings which could lead to the placing of CMKM in bankruptcy or insolvency, or in any position similar to bankruptcy, such that any person could claim an interest in and to the Property from Entourage notwithstanding that Entourage is at arm’s length with CMKM and is entering into this Agreement for good and valuable consideration; and
(k)
it has paid the purchase price for the Property to Nevada minerals.
1.2 The representations and warranties of CMKM set out in paragraph 1.1 above form a part of this Agreement and are conditions upon which Entourage has relied in entering into this Agreement and shall survive the acquisition of any interest in the Property by Entourage.
1.3 CMKM will indemnify Entourage from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant, agreement or condition made by CMKM and contained in this Agreement including, without limiting the generality of the foregoing, against any and all loss, damage, costs, actions and suits which may be brought as a result of any shareholder actions on the part of CMKM’s shareholders.
1.4 The Property is not, to the best of CMKM’s knowledge, subject to any NSR or other royalty claims on the part of Nevada Minerals Inc. or any other party.
2.
ENTOURAGE'S REPRESENTATIONS
2.1 Entourage warrants and represents to CMKM that it is a body corporate, duly incorporated under the laws of the Province of British Columbia with full power and absolute capacity to enter into this Agreement and that the terms of this Agreement have been or will be authorized by all necessary corporate acts and deeds in order to give effect to the terms hereof.
3.
ASSIGNMENT OF RIGHTS
3.1 CMKM hereby assigns to Entourage any and all rights it might have in and to the Nevada Minerals Agreement and confirms that the purchase price under that agreement has been paid by CMKM.
5.
CONDITION PRECEDENT AND PAYMENT OF PURCHASE PRICE
5.1 The obligations of Entourage herein are expressly subject to Entourage securing, on or before October 28, 2005, a minimum of US$1,050,000 in equity financing with which to finance its working capital and other obligations.
5.2 The payment of the purchase price of 5,000,000 common shares (the “Purchase Shares”) of Entourage (the “Purchase Price”) herein shall take place on October 28, 2005 and the Purchase Shares shall be issued to CMKM or to whoever it may designate as its agent or trustee to receive the Purchase Shares.
6.
RIGHT TO ABANDON PROPERTY INTERESTS
6.1 Nothing in this Agreement shall require Entourage to continue work or payments on the Property.
7.
FURTHER ASSURANCES
7.1 The parties hereto agree to do or cause to be done all acts or things reasonably necessary to implement and carry into effect the provisions and intent of this Agreement including, without limiting the generality of the foregoing, obtaining consent resolutions, or minutes, of their respective boards of directors consenting and approving of this Agreement.
7.2 In particular, and in furtherance of section 7.1 above, CMKM will immediately upon payment of the Purchase Price for the Property, transfer registered title to the Property (or to that interest which it has in the Property) to Entourage or will, in the alternative, take any and all reasonably necessary acts to ensure that the Forte Property is transferred to Entourage’s name as to a 36% interest.
8.
FORCE MAJEURE
8.1 If either of the parties hereto is prevented from or delayed in complying with any provisions of this Agreement by reasons of strikes, labour disputes, lockouts, labour shortages, power shortages, fires, wars, acts of God, governmental regulations restricting normal operations or any other reason or reasons beyond their control, the time limited for the performance of various provisions of this Agreement as set out above shall be extended by a period of time equal in length to the period of such prevention and delay, and they, insofar as is possible, shall promptly give written notice the other party of the particulars of the reasons for any prevention or delay under this paragraph, and shall take all reasonable steps to remove the cause of such prevention or delay and shall give written notice as soon as such cause ceases to exist.
9.
ENTIRE AGREEMENT
9.1 This Agreement constitutes the entire agreement to date between the parties hereto and supersedes every previous agreement, communication, expectation, negotiation, representation or understanding, whether oral or written, express or implied, statutory or otherwise, between the parties hereto with respect to the subject matter of this Agreement.
10.
NOTICE
10.1 Any notice required to be given under this Agreement shall be deemed to be well and sufficiently given if delivered, or if mailed by registered mail, addressed to them as follows:
Entourage Mining Ltd.
Suite 614 – 475 Howe Street
Vancouver, British Columbia
Canada V6C 2B3
Fax: (604) 669-4368
and in the case of CMKM addressed as follows:
CMKM Diamonds, Inc.
4760 South Pecos Road, Suite 211
Las Vegas, Nevada 89121
Fax: _______________________
and any notice given shall be deemed to have been given, if delivered, when delivered, or if mailed by registered mail, on the fourth business day after the date of mailing thereof.
10.2 Either party hereto may from time to time by notice in writing change its address for the purpose of this paragraph.
11.
TIME OF ESSENCE
11.1
Time shall be of the essence of this Agreement.
12.
CURRENCY
12.1 All funds referred to under the terms of this Agreement shall be funds designated in the lawful currency of the United States of America.
13.
APPLICABLE LAW
13.1 Except as applies to the mineral claims laws of the Province of Saskatchewan, this Agreement shall be governed by the laws of the Province of British Columbia and the parties hereto agree to attorn to the courts thereof.
13.2 It is an express condition of this Agreement that any dispute of its terms be brought in the courts of the Province of British Columbia. In the event that any court outside of the Province of British Columbia attempts to assert jurisdiction over the terms of this Agreement, this Agreement shall be terminated and the Property may, at Entourage’s election, be returned to CMKM.
14.
ARBITRATION
14.1 In the event of a dispute between the parties regarding any provision of this Agreement, the parties hereto agree to submit the dispute to binding arbitration under the terms of the Commercial Arbitration Act of the revised statutes of the Province of British Columbia [R.S.B.C. 1996 Chapter 55] or its successor.
15.
ENUREMENT
15.1 This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and assigns.
IN WITNESS WHEREOF this Agreement has been executed as of the day and year first above written.
ENTOURAGE MINING LTD.
CMKM DIAMONDS, INC.
Per:
Per:
/s/ Gregory Kennedy
/s/ Urban Casavant
Authorized Signatory
Authorized Signatory
The above terms are read, understood, acknowledged, accepted and, where consent to an assignment is required, consented to, this 20th day of October, 2005:
Go to the sec website for all property
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Post by Franko10 ™ on Oct 24, 2005 5:16:26 GMT -5
EX-99 4 ex99-1.htm UNITED CARINA PRESS RELEASE, DATED OCTOBER 20, 2005. Exhibit 99.1 Entourage Mining Ltd.: Increased Interest in Hatchet Lake Uranium Property Thursday October 20, 2:52 pm ET VANCOUVER, British Columbia--(BUSINESS WIRE)--Oct. 20, 2005--Entourage Mining Ltd. (the "Company") (OTCBB:ETGMF - News) is pleased to announce that it has entered into a number of agreements to acquire interests in a number of mineral properties and to increase its interest in one of its existing properties. INCREASED INTEREST IN THE HATCHET LAKE PROPERTY Effective today's date, the Company has entered into the following agreements: 1. A new option agreement with United Carina (the "New Hatchet Lake Option Agreement"); and 2. An agreement by which the Company is assigned all of CMKM Diamonds, Inc. Diamonds, Inc.'s ("CMKM Diamonds, Inc.") interest in the Hatchet Lake Property (the "Hatchet Lake Assignment Agreement") The Company had previously acquired an option to earn up to a 10% interest in and to the Hatchet Lake Property from CMKM Diamonds, Inc. and CMKM Diamonds, Inc. had the right to participate as to 10% in Entourage's Black Warrior project in Nevada. Under the terms of the New Hatchet Lake Option Agreement with United Carina and CMKM Diamonds, Inc. which supersedes and replaces the Company's previous agreements with United Carina and CMKM Diamonds, Inc., the Company is granted the exclusive option to acquire an undivided 50% beneficial right, title and interest in and to the Hatchet Lake Property in consideration of the following payments and work commitments by Entourage: (a) a cash payment, on or before November 15, 2005, of $220,000 paid by Entourage to United Carina; and (b) by making the following exploration expenditures on the Property: (i) on or before December 31, 2005, $100,000; (ii) on or before February 1, 2006, an additional $300,000; (iii) on or before November 15, 2006, an additional $450,000; and (iv) on or before November 15, 2007, an additional $450,000. The New Hatchet Lake Option Agreement may be subject to its acceptance for filing with the TSX-Venture Exchange as United Carina is a company listed on the TSX-Venture Exchange. Under the terms of the Hatchet Lake Assignment Agreement, the Company has agreed to issue to CMKM Diamonds, Inc., total of 15,000,000 shares (the "Shares") of its common stock in exchange for CMKM Diamonds, Inc.'s assignment of all of its interest in and to the Hatchet Lake Property. The Hatchet Lake Property is prospective for uranium. The Hatchet Lake Property is comprised of 4 claims totaling 16,951 hectares in the Hatchet Lake area of Saskatchewan, Canada. No NI 43-101 report has been completed on the Hatchet Lake Property and the property is at the exploration stage only. ACQUISITION OF SMEATON/FORTE A LA CORNE/GREEN LAKE PROPERTY IN SASKATCHEWAN The Company has entered into an agreement (the "Smeaton/Forte a la Corne Property Agreement") with 101047025 Saskatchewan Ltd. ("1010") to acquire an undivided 80% mineral rights interest in and to the Smeaton/Forte a la Corne Diamond Property in Saskatchewan. Under the terms of this agreement, Entourage will issue 33,888,888 common shares in its capital stock (the "Smeaton/Fort a la Corne Shares") of which 30,000,000 common will be issued to CMKM Diamonds, Inc. The Smeaton/Forte a la Corne Diamond Property was the subject of an agreement between 1010 and CMKM Diamonds, Inc. dated August 1, 2003. The Smeaton/Forte a la Corne Property is comprised of approximately 1087 claims totaling approximately 411,275 hectares in the Smeaton-Forte a la Corne, Saskatchewan area. No NI 43-101 report has been completed on the Smeaton/Forte a la Corne Property to date. ACQUISITION OF FORTE DIAMOND PROPERTY IN SASKATCHEWAN Entourage Mining Ltd. has entered into an agreement (the "Forte Agreement") with CMKM Diamonds, Inc. dated October 20, 2005 whereby it has acquired all of CMKM Diamonds, Inc.'s interest in and to the agreement dated July 18, 2004 between CMKM Diamonds, Inc. and Nevada Minerals, Inc. ("Nevada Minerals"), and in and to an undivided 36% right, title and interest in and to the Forte Diamond Property for consideration of 5,000,000 shares of the Company to CMKM Diamonds, Inc. on this date. The Forte Diamond Property is comprised of approximately 337 claims totalling approximately 194,582 hectares in the Forte a la Corne area of Saskatchewan. No NI 43-101 report has been completed on the Forte Diamond Property to date. ADDITIONAL INFORMATION The Company will, in the near future, provide more information concerning the agreements it has entered into and the properties that are subject to them. The Company continues to make due diligence inquiries and execute documents concerning the status of its properties and emphasizes that further exploration work is required on all of the properties to determine if a mineral resource, if any, exists on any of them or would be economic. The obligations of Entourage under the aforementioned agreements are expressly subject to Entourage closing, on or before October 28, 2005, a minimum of US$1,050,000 in equity financing with which to finance its working capital and other obligations. The private placement for equity financing was first announced on October 10, 2005. The Company encourages readers to contact Craig Doctor at 1-604-278-4656 with any inquiries and questions and to review the Company's continuous disclosure filings on the EDGAR system and on Canada's SEDAR reporting system. Shareholders who do not receive a response to their inquiry are encouraged to review the Company's news releases as many inquiries may be answered by issuing a news release so that all members of the investing public are informed of the Company's activities. The Company anticipates filing the full text of the New Hatchet Lake Agreement, the Hatchet Lake Assignment Agreement, the Smeaton/Forte a la Corne Properties Agreement and the Forte Agreement in a Report on Form 6-K filing with the SEC's EDGAR system on or before October 31, 2005 in accordance with its obligations as a reporting foreign private issuer. Entourage Mining Ltd. is a company incorporated in British Columbia and reporting both in the United States, as a foreign issuer, and in the Province of British Columbia, Canada. Its shares are posted for trading on the NASD's OTCBB under the symbol "ETGMF". Entourage Mining Ltd. Gregory Kennedy, President Forward Looking Statement Except for historical information contained herein, the statements in this Press Release may be forward looking statements. Forward-looking statements involve known and unknown risks and uncertainties, which may cause Entourage Mining Ltd.'s actual results in future periods to differ materially from forecasted results. These risks and uncertainties include, among other things, volatility of commodity prices, product demand, market competition, and risks inherent in Entourage Mining Ltd.'s operations. These and other risks are described in the Company's Annual Report on Form 20-F and other filings with the Securities and Exchange Commission as well as the Company's filings on the SEDAR continuous disclosure system in Canada. Entourage Mining Ltd. (OTC Bulletin Board:ETGMF - News) Contact: Entourage Mining Ltd. Craig Doctor (604) 278-4656 craig@entouragemining.com OR Entourage Mining Ltd. Gregory Kennedy President (604) 669-GEMS Cell: (778) 893-4471 Fax: (604) 669-4368 info@entouragemining.com www.entouragemining.com |
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Post by Franko10 ™ on Oct 24, 2005 5:16:57 GMT -5
WITHDRAW OF PETITION FOR REVIEW
OF RESPONDENT, CMKM DIAMONDS, INC.
CMKM Diamonds Inc., by its attorneys, Stoecklein Law Group, by Donald J. Stoecklein, filed, pursuant to Rule 410 of the Commission’s Rules of Practice, to petition the Commission for review of the Initial Decision of the Administrative Law Judge, entered on July 12, 2005.
CMKM respectfully requests that the Commission withdraw CMKM’s Petition for Review and institute the Initial Decision of the Administrative Law Judge revoking the registration of the common stock of CMKM pursuant to Section 12(j) of the Exchange Act, effective immediately.
Respectfully Submitted,
Dated: October 21, 2005
/s/ Donald J. Stoecklein
Donald J. Stoecklein
Stoecklein Law Group
Counsel for Respondent
CMKM Diamonds Inc.
402 West Broadway, Suite 400
San Diego, California 92101
(619) 595-4882
(619) 595-4883 [facsimile]
Certificate of Service
I certify that on October 21, 2005, I caused the foregoing to be served on the below listed persons by being placed in the U.S. Mail postage prepaid for delivery to the following persons, and by fax as indicated.
Office of the Secretary
Securities and Exchange Commission
450 5th Street, N. W. Mail Stop 6-9
Washington D.C. 20549
(original and three copies by U.S. Mail)
Honorable Brenda P. Murray
Administrative Law Judge
450 5th Street, N.W. Mail Stop 1106
Washington D.C. 20549-1106
(and by facsimile to: 202.777.1031)
Leslie Hakala or Greg Glynn
Counsel for the Division of Enforcement
Securities and Exchange Commission
5670 Wilshire Boulevard, Suite 1100
Los Angeles, CA 90036
(and by facsimile to: 323.965.3394)
Bill Frizzell
Frizzell Law Group
305 S. Broadway, Suite 302
Tyler, TX 75702
(and by facsimile to: 903.595.4383)
/s/ Andrea Vierkant
Andrea Vierkant
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Owner
