Attached files
Exhibit
10(m)
ARTICLES
OF ASSOCIATION
of
Almasani
Al Kobra Mining Company
A
Closed Joint Stock Company
THIS
AGREEMENT is made this day, 14/06/1427 H, corresponding to 10/07/2006 G, between
and by :
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1.
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Arabian American Development
Company, formerly: Arabian Shield Development Company , a company
duly organized and existing under the laws of the State of Delaware, with
its place of business at 10830 North Central Express Way, Dallas 75231,
United States of America;
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2.
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Dorrat Al Masane'e Trading
Establishment, an establishment having Commerical Registration
No. 1010220094
dated 10/15/14277 H., and having its place of business at
Riyadh, Propr. Mr. Mohammed Mane'a
Sultan Aba Al-Ola, Civil
Registration No. 1056784334 dated
22/08/1397 H., a civil servant by profession, born in
1379H.;
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3.
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Al-Sha’er Trading,
Manufacturing and Contracting Company, a company registered in the
commercial register under No. 4030017174 dated 30/02/1399 H. and whose
Articles of Association are notarized by the 1st
Notarization Department of Jeddah under No. 79, Sheet 91 of Volume
3/TA for the year 1409H.;
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“3rd
Party”
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4.
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Qasser Al Ma'aden Trading
Establishment, an establishment having Commerical
Registration No. 1010220095 dated 10/05/1427 H., and having its place of
business at Riyadh, Prop. His Royal
Highness Prince Nawaf bin Mishel bin Saud Al Saud, Civil
Registration No. 1057765933 dated 19/091406H., a trader by profession,
born in 1377 H.;
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“4th
Party”
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5.
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Mr. Ibraheem Ali Hussain
Moslem, a citizen of Saudi Arabia by virtue of Civil Registration
No. 100188279 issued at Jeddah on 25/11/1427 H,, a civil servant by
profession, and born in 1368 H.;
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“5th
Party”
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6.
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Mr. Majed Ali Hussain
Moslem, a citizen of Saudi Arabia by virtue of Civil Registration
No. 1001882859 issued at Jeddah on 16/5/1418 H,. a student by profession,
and born in 1398 H.;
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“6th
Party”
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7.
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Thamarat Najran Co. Ltd.,
a company registered in the Commercial Registry of the city of
Najran under Number 5950010275 dated 06/01/1426 H., and whose Articles of
Association are notarized by the Najran Notary Public, Volume No. 497/2,
Sheet 100-102 on 16/12/1425 H.;
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“7th
Party”
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8.
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Saudi Establishment for Trading
& Construction, an establishment having Commercial Registration
No. 2050000782 dated 22/09/1378 H., and having its place of business at
Dammam Civil Registration No. 1054514045 dated 21/10/1395H., Prop. Omar bin Ali bin Omar
Babtain, a trader by profession, born in 1379;
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“8th
Party”
The
parties hereto, all possessing legal capacity, agree to form a Saudi Joint Stock
company in accordance with the Saudi Arabian Companies Act issued under Royal
Decree No. M/6 dated 22.03.1385 H. and the Amendments thereto and in conformity
with the attached Bylaws and pursuant to SAGIA Decision No.
993/2 dated 16/7/1428 H., and in accordance with the
following terms:
1.
Name of Company:
Almasani Al Kobra Mining Company,
a closed joint stock company
2.
Objects of Company:
Production
of Silver alloys, Gold alloys, Copper concentrates, and Zinc concentrates
pursuant to SAGIA Licence No. 993/2 dated
16/7/1428 H
3.
The
Company may have an interest in or participate in any manner whatsoever with
corporations or companies engaged in activities which are similar to its
activities or which may help the Company achieve its objects. Further, the
Company may own shares in and merge with or purchase such
companies.
Further
still, the Company may have an interest in or participate in any manner
whatsoever with other companies provided that such interest or participation
shall not exceed 20 % of its free reserves nor 10 % of the capital of companies
in which the Company is participating; and provided further that the total of
such participation shall not exceed the value of such reserves and that the same
be brought before the 1st
Ordinary General Meeting.
4.
Principal Office:
The
Company’s principal office shall be situated in the city of Jeddah. The Board of
Directors may, with the sanction of the competent authorities, establish
branches, offices, or agencies for the Company within or without Saudi
Arabia.
5.
Term of Company:
The Term
of the Company shall be Ninety Nine (99) years effective from the date
of the Decision of H. E. the Minister of Commerce authorizing the
incorporation of the Company. The term of the Company may be extended under a
resolution by the Extraordinary General Meeting issued one year before the
elapse of its Term.
6.
Capital of Company:
The
declared Capital of the Company shall be Four Hundred Fifty Million Saudi
Riyals (SR450,000,000.00) divided into 45,000,000.00 shares of
equal value of SR 10 each.
7.
Contributions to Capital:
The
founder shareholders have subscribed for the entire shares of the Company and
paid up the amount of Two Hundred Twenty Five Million Saudi Riyals
(SR225,000,000.00) representing 50% of the value of the entire shares,
distributed among the Shareholders as follows:
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Founder
Shareholders
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Total
Shares
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Unit
Value
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Total
Capital
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Capital
paid up
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%
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Arabian
American Development Company
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22500000 | 10 | 22500000 | 112500000 | 50 | |||||||||||||||
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Mr. Mohammed Mane’a Sultan Aba
Al-Ola, owner of Dorrat Al Masane’e Trading
Establishment
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7200000 | 10 | 7200000 | 36000000 | 16 | |||||||||||||||
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Al-Sha’er Trading,
Manufacturing and Contracting Company,
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4500000 | 10 | 4500000 | 22500000 | 10 | |||||||||||||||
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His Royal Highness Prince Nawaf
bin Mishel bin Saud Al Saud, owner of Qasser Al Ma’aden Trading
Establishment
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3600000 | 10 | 3600000 | 18000000 | 8 | |||||||||||||||
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Mr. Ibraheem Ali Hussain
Moslem
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2250000 | 10 | 2250000 | 11250000 | 5 | |||||||||||||||
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Mr.
Majed Ali Hussain Moslem
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2250000 | 10 | 2250000 | 11250000 | 5 | |||||||||||||||
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Thamarat
Najran Co. Ltd.
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1800000 | 10 | 1800000 | 9000000 | 4 | |||||||||||||||
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Omar bin Ali bin Omar
Babtain, owner of
the Saudi Establishment for Trading & Construction
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900000 | 10 | 900000 | 4500000 | 2 | |||||||||||||||
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Total
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45000000 | 10 | 45000000 | 225000000 | 100 | |||||||||||||||
The
amounts paid up by the founder shareholders have been deposited with the Albank
Alsaudi Alfransi in the name of the Company under incorporation.
8.
Management of Company:
The
Company’s management shall be undertaken by a board of directors to be comprised
of eight (8) directors appointed by the Ordinary General Meeting for a term not
exceeding three (3) years. However, the term of the First Board of Directors
shall be five years commencing from the date of the Ministerial Decision
announcing the incorporation of the Company. The appointment of the Board of
Directors shall be as follows:
- Four
directors to be appointed by the 1st
Party
- Four
directors to be appointed by the remaining Parties
The
directors’ remuneration and powers shall be as stipulated in the Bylaws of the
Company.
9.
Fiscal Year:
The
Company’s fiscal year shall commence on the first of January and end on the
thirty first of December each year, save the first fiscal year which shall
commence form the date of the Ministerial Decision authorizing the incorporation
of the Company and end on the 31st of
December of the next year.
10.
General Provisions:
The
Company shall be subject to the provisions of the Companies Act and
the provisions of the Bylaws of the Company respecting all matters not
stipulated herein.
11. The founder shareholders
hereby authorize Nassir Ali
Mousa Kadasa, Abdul Aziz Sa’eed Ahmed Kadasa, Raad Ghandar Ibrahim Kadasa, and
Abdul Rehman Al-Oyouni to consummate the Company’s incorporation
procedures and to sign on their behalf in this respect.
12.
Copies of Articles:
These
Articles have been executed in a number of copies, of which each Party received
one copy and the remaining copies shall be retained for the consummation of the
incorporation procedures.
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Founder
Shareholders
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Signatures
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1.
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Arabian
American Development Company
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/s/ Raad G. Kadasa (on behalf of all shareholders) |
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2.
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Mr. Mohammed Mane’a Sultan Aba
Al-Ola, owner of Dorrat Al Masane’e Trading
Establishment
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3.
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Al-Sha’er Trading,
Manufacturing and Contracting Company,
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4.
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His Royal Highness Prince Nawaf
bin Mishel bin Saud Al Saud, owner of Qasser Al Ma’aden Trading
Establishment
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5.
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Mr. Ibraheem Ali Hussain
Moslem
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6.
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Mr.
Majed Ali Hussain Moslem
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7.
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Thamarat
Najran Co. Ltd.
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8.
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Omar bin Ali bin Omar
Babtain, owner of
the Saudi Establishment for Trading & Construction
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