Linkwell Corp. Enters into Contact Agreement with Metamining, Inc
Feb 7 13
Linkwell Corp. entered into a Contact Agreement with Metamining, Inc. Under the terms of the Contract Agreement, Metamining Nevada was granted the exclusive rights to manage, operate and facilitate the sale to Metawise’s customers of approximately 5 million tons of iron ore fines stockpiled at a facility near Mobile, Alabama for the four year period commencing on the date Metamining Nevada receives a notice to proceed from Metawise. Metamining Nevada is entitled to receive $10.00 from the net profit per dry metric ton for the product sold by Metawise, and Metamining Nevada is obligated to pay certain additional costs, and assume certain additional responsibilities. The iron ore fines were generated during titanium dioxide processing by the former operators of the site, and were disposed of in a landfill and two impoundments. The property was transferred to the Multistate Environmental Response Trust under a bankruptcy settlement agreement with the former operator. Under the terms of a Purchase and Sale Agreement with the Multistate Environmental Response Trust, Metawise has the right to remove the material from the landfill and impoundments. In addition, Metawise has advised Metamining Nevada that it has entered into purchase agreement with several Chinese steel mills and trading groups for the sale of the iron ore fines, although the company have not been made privy to the terms of these agreements and do not know if these contracts represent firm commitment obligations. Metawise is engaged in construction of a production site and which is expected to be completed, with testing concluded, during the first quarter of 2013. It is expected that the first shipment of the iron ores to Metawise’s customers will be made in the second quarter of 2013. The Contract Agreement also granted Metamining Nevada a non-exclusive right to temporary access to the facility for the purposes of performing the material management and restoration services it has been engaged to provide to Metawise, as well as temporary, non-exclusive access to certain office space at the facility. The Contract Agreement does not specific a term and, accordingly, may be terminated by either party at will. Under the terms of the Contract Agreement, Metamining Nevada is responsible furnishing all labor, equipment and material, and performing all work necessary to remove the iron ore fines from the site, including excavation, sampling, dewatering, packing, loading and otherwise processing the iron ores. Metamining Nevada is responsible for ensuring that the it follows protocols, policies and requirements for the safe handling of the material as will be established by Metawise, and in accordance with applicable laws, to prevent the releases of hazardous substances or petroleum during the process, and it is responsible for any costs if an inadvertent release of hazardous materials should occur. Metamining Nevada is also solely responsible for all restoration work, including the costs associated with it, related to the excavation and processing of the iron ore fines. Metawise has the right to retain the services of professional engineers to serve as a compliance monitor to ensure that Metamining Nevada is properly performing the material management and restoration services and Metamining Nevada agreed to reimburse Metawise for the costs of the compliance monitor. In addition, Metamining Nevada is responsible for certain additional costs and expenses, including: all costs associated with any third party contractors it may engage to perform the material management and material shipping activities. Metawise has the right to jointly select the contractors and oversee the work performed by the contractors, arranging for transferring and shipping the material to Metawise’s customers, including compliance with the laws of the U.S. and the final destination country governing the material management and shipping and the transfer, sampling and reprocessing of the material in the final destination country, profiling, assaying and other analysis of the material, including providing copies of laboratory and other data to Metawise, collecting, treating and disposing of the dewatering effluent which will be removed from the impoundment as part of the material processing, including all related capital, operation, maintenance and repair costs associated therewith, and costs, including repair costs, associated with the operation and maintenance of the portion of the office space at the facility it will utilize during the term of the Contract Agreement.