EX-10.14 9 vgz-20131231ex1014d3d9c.htm EX-10.14

Exhibit 10.14

TERMINATION AGREEMENT TO THE IRREVOCABLE ADMINISTRATION AND SHARE CONTROL TRUST AGREEMENT 1227 DATED FEBRUARY 7, 20 12

entered into by and between

Desarrollos Zapal, S.A. de C.V.

(Settlor and Second Place Beneficiary)

Banco Invex, S.A.,

Institución de Banca M u ltiple

Invex Grupo Financiero

Fiduciario

(Trustee)

and

Invecture Group, S.A. de C.V.

(F irst Place Beneficiary)

O ct o be r 16, 201 3

Termination Agreement with respect to the Irrevocable Administration and Share Control Trust Agreement 1227 executed on February 7, 2012 (hereinafter, the “Agreement”), entered into this October 1 6, 201 3, by and between:

| (1) |  | Desarrollos Zapal, S.A. de C.V., as Settlor and second place beneficiary (hereinafter indistin c t ly “DZ”, “Settlor” o r “Second Place Beneficiary”);

| (2) |  | Invecture Group, S.A. de C.V., as first place beneficiary (hereinafter “F irst Place Beneficiary”); and

| (3) |  | Banco Invex, S.A., Institución de Banca M u ltiple, Invex Grupo Financiero, Fiduciario, as trustee (hereinafter “Trustee”) (Trustee jointly with Settlor and First Place B eneficiary hereinafter identified as the “P arties”).

DECLARA T IONS

I. Settlor and Second Place Beneficiary declar es, through its representat iv e, that:

A. It i s a company incorporated and validly existing in accordance with the laws of the Mexican United States (“M e xico”), as evidenced in public instru ments that at the time, were attached to the I rrevocable A dministration and S hare C ontrol T rust A greement 1227 dated F ebruary 7, 2012 (hereinafter the “Trust”) as Exhibit 3;

B.Its representa tiv e has the sufficient powers and authority to enter into this Agreement in the name and on behalf of Settlor and Second Place Beneficiar y, as evidenced in the public instrument attached to this Agreement as Exhibit A, and such authority has not been revoked, limited or modified in any manner whatsoever;

C.It has sufficient authority to enter into this Agreement, it has obtained all the necessary authorizations (including without limitation, all those corporate acts required for such purpose), and it has delivered the necessary notifications for the execution of this Agreement and for the compliance of its obligations pursuant to same;

D.This Agreement constitu t e s a valid and connecting obligation for Settlor, enforceable against it in accordance with t he terms and subje c t to the conditions herein provided;

E.It h a s complied with all the laws and regulations applicable to the execution of this Agreement;

F.The execution of this Agreement and the compliance of its obligations pursuant to same does not oppose or violate: (1) its corporate by-laws; (2) any applicable legal provision o r contra c t o r agreement of any nature with respect t o which Settlor is a party; n or (3) any law, reg ulation, decr e e, judicial or administrative resolu tion, l i c en se, permi t o r conce s si o n of any kind with respect to which Settlor is subject to or is titleholder of.

II. First Place Beneficiary through its representative declares that:

A. It i s a company dully incorporated and validly existing in accorda n ce with the laws of the Mexican United States (“M e xico”), as evidenced in the public instruments that at that time, were attached to the Trust Agreement as Exhibit 5;

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B.Its representat iv e has enough and sufficient powers and authority for the execution of this Agreement, in the name and on behalf of the First Place Beneficiary, as evidenced in public instrument that at that time, was attached to the Trust Agreement as Exhibit 6, and such authority has not been revoked, limited or modified in any manner whatsoever;

C.This Agreement constitu t e s a valid and connecting obliga tion of the First Place Beneficiary, enforceable against it in accordance with the terms and subject to the conditions herein established;

D.The execution of this Agreement and the c ompliance with all of its obligations does not oppose or results in a breach of: (1) its co r porate by-laws; (2) any applicable provision or contract or agreement of any nature with respect to which the First Place Beneficiary is a party; nor (3) any law, regulations, decree, judicial or administrative resolu tion, licen se, permi t o r conce s si o n of any kind to which the First Place Beneficiary is subject to o r is a titleholder of.

III. Trustee through its deputy t rustee declares that:

A.It is a multiple banking institute dully incorporated and validly existing in accordance with the laws of M e xico;

B.It has the suffici e nt authority to execute this Agreement and to comply with its obligations hereunder;

C.Its deputy trustee has sufficient powers and a uthority for the execution of this Agreement in the name and on behalf o f the Trustee, as evidenced in the public instrument that at the time was attached to the Trust Agreement as Exhibit 7, and which authority has nor been revoked, limited or modified in any manner whatsoever;

D.The execution of this Agreement and the compliance of its obligations do not oppose or violate (1) its corporate by-laws, o r (2) any law, contra c t o r agreement of any nature with respect to which the Trustee is a party;

E.This Agreement constitu t e s a valid and enforceable obligation against the Trustee in the terms hereof.

GIVEN THE ABOVE DECLARATIONS, the P art i es to this Agreement grant the following:

CLA U S ES

FIRST. Su b je c t ma t t er. The Parties hereby agree to terminate the Trust and formalize the termination of same pursuant to the cause provided in frac tion V of A rt i cl e 392 of the General Law of Negotiable Instruments and Credit Operations “LGTOC”).

The Part i es hereby evidence through this Agreement that they have not and shall not have any complaint against the other party and, in its case, against their a f filia tes, subsidiari e s o r those representing their rights, with respect to any economic obligation acquired prior to the date of this Agreement and related to or deriving from the Trust, inclu ding da mages, losses, expenses or costs; ther e fore, the Parties grant to this effect, the broadest rele a se allow e d by law in favor of the other party, and the P arties do not reserve for themselves any judicial action or right that in the past,

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present or future may correspond to any of them against the other party, and in its case, against their a f filia tes, subsidiari e s o r th ose representing its rights, mutually releasing the other party from all responsibility genera ted prior to the execution of this Agreement in relation to the Trust, whether of civil, contractual, extra contractual, moral damage o r of any other nature.

SE CO ND. Situa tion of the Assets upon e xtingui shing of the Trust. I n t e rms of A rt i cl e 393 of the LGTOC and that provided in Clause Forth subparagraph (g) and Eleventh of the Trust Agreement, due to the fact that the Earn-in Agreement (as such term is defined in Precedent I of the Trust Agreement) has been definitively terminated pursuant to that provided in such agreement, due to a cause different from the e x erci se of the Op tion granted to the First Place Benefic i ary, the P arties to this Agreement hereby agree for all legal effects, that the assets at this time comprising the Trust Assets (as such term is defined in C l a use Fifth of the Trust Agreement) be revert ed to Settl o r for the definitive cancellation of the DZ Shares in Trust (as such term is defined in Clause First of the Trust Agreement). For purposes of the foregoing, the Part i es obliga te themselves to carry out all the required actions and to perform all necessary acts in accordance with the applicable laws, in order to re turn the Trust Assets to Settlor.

T HIRD. Notifica t ions. All notifica t ions and other communications deriv ing from this Agreement must be in writing or in the manner indicated in this Agreement, i n Spanish language and shall be addressed at the domiciles designated below, or at any other address or facsimile number determined by the corresponding addressee, through written notification to the other P arties.

N otifica t ions and com m unica t ions must be personally delivered o r sent by facs i mile addressed as previously indicated, and shall be effective if delivered through a messenger, upon its reception, o r i f sent v i a fa csimile upon transfer on working Days and Hours (as such term is defined in the Trust) and a confirmation of reception has been received. The P arties designate as their domiciles the following:

TRUSTEE: | Torre Esmeralda I Blvd. Manuel A vila Camacho 40, piso 9 Col. Lomas de Chapultepec Delegación Miguel Hidalgo 11000, M e xico, D.F. At t’n: Ricardo Calderón Arroyo and/o r Edgar Figueroa Pantoja Tel: 5350-33 33 Fax: 5350-3399

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SETTLOR AND SECOND PLACE BENEFICIARY: | Desarrollos Zapal, S.A. de C.V. Sonora No. 760 E/Gómez Farías Col. Pueblo Nuevo 23060 La Paz, B.C.S. A t t’n: Frederick H. Earnest c.c. Vista Gold Corp. and DZ Shareholders from Grupo Vista Suite 5, 7961Shaffer Parkway Littleton, Colorado U.S.A. 80127 A t t’n: Frederick H. Earnest (i n the understa nd ing that a ny notifica t i o n to Settlor shall be valid until the date on which the copy herein provided is delivered)
FIRST PLACE BENEFICIARY: | Montes Urales 750 3er Piso Local A Lomas de Chapultepec, 11000, M e xico, D.F. A t t’n: John Detmold Tel. 1579-4900

FORTH. Exhibits and Headings. All documents attached to this Agreement are an integral part of same as if transcribed herein. Headings included in this document are only used for convenien ce purposes; however they shall not affect the interpretation of this Agreement.

FIFTH. Counterparts. This Agreement is signed in (3) counterparts, one (1) for Settlor, and one (1) for Trustee and, one (1) for First Place Beneficiary. This Agreement may be executed in any n u m b er of counterparts, each of which shall be an o rigi n al, and all together shall constitute on e single Agreement; signed pages may be separated from its copy and added to one single document in order that all sig n ed pages are materially in the same document.

S IXTH. Applicable laws, Interpreta tion and Jurisdic tion. (a) This Agreement shall be governed by the laws of Mexico. For the interpreta tion and compliance of this Agreement, the P arties expressly and irrevocably submit themselves to the jur isdic tion and competence of the Courts in Mexico, City, and they irrevocably waive any other jurisdic tion that may correspond to them by virtue of their present or future domicile or for any other reason whatsoever.

(b)Settlor and First Place Beneficiary acknowle d ge and agree that (i) Trustee sub m it t ed i t self to the exclusive jurisdiction of the competent Courts in M e xico, City, with respect to this Agreement and, the implied transactions and those deriving there from and, therefore, Settlor and First Place Beneficiary cannot be sued o r judicially petitioned in other courts or jurisdictional bodies, and (ii) Trustee cannot be submitted to trial by jury abroad, regarding this Agreement or the transactions contained hereof.

I N WITNESS WHEREOF, the P arties sign this Agreement on the date indicated in first page of this document.

SETTLOR

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Desarrollos Zapal, S.A. de C.V.

By: (illegible signature)

N a me: Frederick H. Earnest

Position: A ttorney-in-fact and Legal Re presentat iv e

TRUSTEE

Banco Invex, S.A., Institución de Banca M u ltiple

Invex Grupo Financiero, Fiduciario

By: (illegible signature)

N a me: Mauricio Rangel Laisequilla

Position: Deputy Trustee

FIRST PLACE BENEFICIARY

Invecture Group, S.A. de C.V.

By: (illegible signature)

N ame: Michael John Detmold Macphee

Position: Legal Representat iv e

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EXHIBIT A

Power of Attorney of DZ Legal Representat iv e

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