JOINT VENTURE AGREEMENT
BETWEEN
VISTA GOLD (BARBADOS) CORP.
AND
PAN ASIA RESOURCES CORP.
WITH RESPECT TO
SALU SIWA LTD.,
PT MASMINDO DWI AREA
AND THE
AWAK MAS PROJECT
Exhibit 10.43
TABLE OF CONTENTS
Page No.
Exhibit 10.43
ARTICLE I
DEFINITIONS
1
ARTICLE II
REPRESENTATIONS AND WARRANTIES; TITLE TO ASSETS
4
2.1
Capacity of Parties
4
2.2
Representations and Warranties of Vista Barbados
4
2.3
Disclosures
5
2.4
Record Title
5
ARTICLE III
GRANT AND EXERCISE OF OPTION
5
3.1
Grant of Option
5
3.2
Conditions to Exercise of Option
5
3.3
Notice of Exercise
6
3.4
Shareholders’ Agreement
6
3.5
Deemed Incurrence of Costs
6
ARTICLE IV
PURPOSES
7
4.1
Purposes
7
4.2
Limitation
7
ARTICLE V
RELATIONSHIP OF THE PARTIES
7
5.1
No Partnership
7
5.2
Other Business Opportunities
7
5.3
Implied Covenants; No Additional Duties
8
5.4
Liabilities; Indemnification
8
ARTICLE VI
RIGHTS AND COVENANTS PRIOR TO EXERCISE OF THE OPTION
8
6.1
Non-Compete Covenants
8
ARTICLE VII
TERMINATION
8
7.1
Termination
8
7.2
Termination without Exercise of Option
9
7.3
Termination on Exercise of Option
10
ARTICLE VIII
REPRESENTATION ON BOARD OF DIRECTORS
10
8.1
Pan Asia Representative
10
8.2
Representative’s Expenses
10
8.3
Powers of Representative
10
8.4
Resignation of Representative
10
8.5
Interim Period
10
ARTICLE IX
RESPONSIBILITY FOR OPERATIONS
10
9.1
General
10
9.2
Powers and Duties of Pan Asia
11
9.3
Standard of Care
13
9.4
Transactions With Affiliates
13
ARTICLE X
PROGRAMS AND BUDGETS
13
10.1
Initial Program and Budget
13
10.2
Operations Pursuant to Programs and Budgets
14
10.3
Presentation of Programs and Budgets
14
10.4
Budget Overruns; Program Changes
14
ARTICLE XI
FURTHER ACTS
14