fc_ex1024-80430.htm


    Exhibit
10.24

     

     

     

     

     

     

     

    VOTING
TRUST AND ESCROW AGREEMENT

    


    THIS AGREEMENT dated the
eighth day of May, 2008.

    


    BETWEEN

    


    FIRSTGOLD
CORP.

    a
corporation incorporated

    under the
laws of Delaware

    


    (hereinafter
called "Firstgold")

    OF THE
FIRST PART

    And

    


    A.
SCOTT DOCKTER

    


    (hereinafter
called "Dockter")

    OF THE
SECOND PART

    


    And

    


    EQUITY
TRANSFER &
TRUST COMPANY

    


    (hereinafter
called the "Trustee")

    OF THE
THIRD PART

     

     

    WHEREAS:

    


    A.           Pursuant
to this Voting Trust and Escrow Agreement (the "Agreement"), Dockter agrees to
deliver for transfer to the Trustee 2,943,641 fully paid common shares in the
capital of Firstgold, which constitutes all of his direct and beneficial
shareholdings in the capital of Firstgold that are unsecured (the "Unsecured
Shares"), together with a duly completed power of attorney to transfer such
shares with signature guaranteed by either a Canadian Schedule I Chartered Bank
or a financial institution that is a member of a recognized STAMP Medallion
Signature Guarantee Program, and 4,329,000 fully paid common shares in the
capital of Firstgold that are subject to security and pledge agreements (the
"Secured Shares"), which constitutes all of his direct and beneficial holdings
in the capital of Firstgold that are secured and not presently available for
transfer to the Trustee. The Trustee shall register such Unsecured Shares in the
name of "Equity Transfer &
Trust Company, as Voting Trustee", and the Secured Shares shall be so
registered as and when they are delivered to the Trustee for transfer in
accordance with paragraph 2 hereof.

    


    B.           The
Unsecured Shares transferred to the Trustee and the Secured Shares upon transfer
to the Trustee in accordance with the terms hereof are herein called the "Trust Shares".

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    NOW THEREFORE THIS AGREEMENT
WITNESSES that in consideration of the premises and the covenants herein
contained, the parties agree as follows:

    


    1.           By
execution hereof, Dockter hereby agrees to transfer to the Trustee the Trust
Shares, to be held in trust by the Trustee in accordance with the terms
contained herein. The Trustee agrees to hold the Trust Shares in its name or in
the name of its nominee and vote or cause to be voted the
Trust Shares in the manner herein provided.

    


    2.           Dockter
hereby acknowledges and agrees that should any security underlying the Secured
Shares be discharged, upon
such discharge the Secured Shares so released to Dockter or should Dockter
acquire any additional common shares in the capital of Firstgold ("Additional Shares"), he shall
forthwith deliver for transfer with a duly completed power of attorney to
transfer such Additional Shares and Secured Shares to the Trustee in order to
cause such Additional Shares and Secured Shares to be subject to the terms and
conditions of this Agreement.

    


    3.           In
the event Dockter shall hold, at anytime during the term of this Agreement, in
excess of 10% of the outstanding shares in the share capital of Firstgold, on a
fully diluted basis, Dockter hereby agrees not to acquire additional shares of
Firstgold, or other securities convertible into shares of Firstgold, other than
ratably with other shareholders, it being understood that the foregoing
restriction is intended to maintain Dockter's pro rata interest in Firstgold.
Notwithstanding the foregoing, Dockter shall be permitted to acquire common
shares issued on the exercise of stock options granted in the normal course in
accordance with Firstgold's stock option plan, or on the exercise of outstanding
share purchase warrants, which shall be aggregated with his shareholdings in
determining his right to participate ratably with other shareholders. For
greater certainty, neither the Trustee nor the transfer agent for Firstgold will
be responsible or liable for ensuring Dockter's compliance with this provision
and the Trustee will only be
required to take notice of the common shares that are actually deposited
with it.

    


    4.           Nothing
herein shall be construed so as to preclude Dockter from disposing of any or all
of the Trust Shares (the "Sold
Shares") on the open market to a non-related or unassociated third party
(within the meaning given to such terms in the Securities Act (Ontario) and
Regulation 61101 - Respecting
protection of minority security holders in special transactions)
purchasers (each a "Purchaser") and the Trustee hereby undertakes to
transfer the ownership of such Sold Shares over to the Purchaser's broker as
directed by Dockter upon delivery of a signed certificate, in the form annexed
hereto as Schedule "A", confirming that such sale is on the open market to an
unrelated or unassociated party.

    


    5.           The
Trustee hereby agrees to vote the Trust Shares in such manner as may from time
to time be directed by Dockter; provided, however that the number of votes so
exercised shall at no time exceed 9.9% of
the votes, attached to the common shares in the capital of Firstgold, eligible
to be cast at any meeting of shareholders of Firstgold, and the remaining Trust
Shares shall not be voted.
Dockter further agrees that no votes may be cast in respect of Secured Shares,
that, when aggregated with the Trust Shares, would exceed 9.9010 of
the votes attached to the common shares in the capital of Firstgold, eligible to
be cast at any meeting of shareholders of Firstgold, and the Trustee expressly
disclaims any responsibility or duty with repect to this covenant. Firstgold
covenants to provide the Trustee with an Officer's Certificate, forthwith after
the mailing of the notice of any meeting of the common shareholders, certifying
to it the total number of Trust Shares that may be voted at the upcoming
meeting.

    


    
      
        
        

      

      
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    6.           The
Trustee shall not incur any liability or responsibility hereunder by reason of
any error of law or mistake or any matter or thing done or omitted to be done
under or in relation to this Agreement and the trust hereby created except by
its own willful neglect or default in carrying out its obligations
hereunder.

    


    7.           Firstgold
and Dockter each agree to jointly and severally indemnify the Trustee, and its
directors, officers, employees and agents and save them harmless from and
against all claims, actions, suits, loss or damage which may be incurred or
suffered by the Trustee in the proper performance of its duties as Trustee
hereunder. This indemnification will survive the termination or discharge of
this Agreement and the resignation or removal of the Trustee.

    


    8.           Firstgold
covenants to pay the Trustee's reasonable remuneration for all the services to
be performed by it hereunder and for any costs and expenses (including the
charges of its nominee and the reasonable compensation and disbursements of its
counsel and other advisors) incurred by the Trustee in the performance of such
services. The Trustee shall not be required to effect any partial or full
release of the shares unless its fees and expenses are paid in
full.

    


    The
Trustee shall be fully protected in acting and relying on any document,
certificate, statement, instrument, opinion, report or notice, believed by it to
be genuine and to have been signed, sent by or on behalf of the proper party or
parties or delivered to it pursuant to this Agreement as to its due execution,
validity and effectiveness and as to the truth and accuracy of any information
contained therein.

    


    The
Trustee will have the right not to act and will not be liable for refusing to
act unless it has received clear and reasonable documentation that complies with
the terms of this Agreement. Such documentation must not require the exercise of
any discretion or independent judgment.

    


    The
Trustee may resign and be discharged from all further duties and liabilities
hereunder, by giving to Firstgold and Dockter not less than 30 days' prior
notice in writing or such shorter prior notice as they may accept as sufficient.
In the event
of the Trustee resigning or being dissolved, becoming bankrupt, going into
liquidation or otherwise becoming incapable of acting hereunder, Firstgold and
Dockter shall forthwith appoint a new trustee; failing such appointment by them,
the retiring Trustee, at the expense of Firstgold, may apply to a justice of the
Ontario Superior Court of Justice on such notice as such justice may direct, for
the appointment of a new trustee. On any such appointment the new trustee shall
be vested with the same powers, rights, duties and responsibilities as if it had
been originally named herein as trustee hereunder.

    


    9.           This
Agreement shall, subject to the written consent of Toronto Stock Exchange (the
"TSX"), terminate
forthwith upon the expiration of three (3) years from the date hereof and upon
termination of this Agreement and after receipt by the Trustee of payment of any
remuneration to which it may then be entitled hereunder, including any costs and
expenses, the Trustee will transfer the Trust Shares to or to the order of
Dockter. This Agreement may not be amended without the prior written consent of
the TSX.

    


    10.           
Any monies received by the Trustee from Firstgold by way of cash dividend or
return of capital on the Trust Shares shall be distributed to Dockter. Any
distribution of stock arising from a stock split, stock dividend or corporate
reorganization shall be subject to the terms of this Agreement.

    


    11.           This
Agreement shall be construed in accordance with the laws of the Province of
Ontario and the laws of Canada applicable therein.

    


    
      
        
        

      

      
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    12.           This
Agreement may be executed in several parts in the same form and such parts as so
Executed shall together form one original agreement, such parts if more than one
shall be read together and construed as ifall signing parties hereto had
executed one copy of this Agreement.

    


    13.           
Any notices given hereunder shall be deemed to be sufficiently
given if sent to:

    


    Trustee:

    


    Equity
Transfer &
Trust Company

    200
University Avenue, Suite 400

    Toronto,
ON

    M5H
4Hl

    Attention:
Manager, Corporate Trust Department

    Fax:
416-361-0470

    


    Firstgold:

    


    Firstgold
Corp.

    Corporate
Headquarters

    3108
Ponte Morino Dr.

    Suite
210

    Cameron
Park, CA 95682

    Attention:
Stephen Akerfeldt

    Fax:
[1-530-677-7626 ]

    


    Dockter:

    


    c/o

    Firstgold
Corp.

    Corporate
Headquarters

    3108
Ponte Morino Dr.

    Suite
210

    Cameron
Park, CA 95682

    Attention:
Mr. Scott Dockter

    Fax:
[1-530-677-7626 ]

     

    
      
        
        

      

      
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    IN WITNESS WHEREOF the parties
hereto have executed this Agreement.

     

    
      
        	 	
                FIRSTGOLD
      CORP.

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Stephen
      Akerfeldt	 
	 	 	Stephen
      Akerfeldt	 
	 	 	 	 
	/s/ 	 	/s/ A.
      Scott Dockter	 
	 Witness	 	A. Scott Dockter	 


      


      
        	 	
                EQUITY
      TRANSFER &
      TRUST COMPANY

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Carol
      Mikos	 
	 	 	Authorized
      Signatory	 
	 	 	 	 
	 	By:	/s/ Shelley
      Martin	 
	 	 	 Authorized
      Signatory	 


      

    

     

    
      
        
        

      

      
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    Schedule "A"

     

    Direction to Transfer

     

    


    
      	
              To: 

            	
              Equity
      Transfer &
      Trust Company, as Trustee 

              200
      University Avenue, Suite
      400 

              Toronto,
      ON
      

              M5H
      4Hl 

              Attention:
      Manager, Corporate Trust Department

            


    

    


    
      
        	
                Re:

              	
                Voting
      Trust and Escrow Agreement dated as of May [   ],2008 between
      Firstgold Corp., A. Scott Dockter, and Equity Transfer &
      Trust Company

              


      

    

    


    Pursuant
to Section 4 of the referenced Agreement, the undersigned hereby certifies that
[               
 ] common
shares of Firstgold Corp. have been sold on the open market to a non-related or
unassociated third party (within the meaning given to such terms in the Securities Act
(Ontario) and Regulation 61-101 - Respecting
protection of minority security
holders in special transactions) and accordingly, requests that the
Trustee transfer the equivalent number of Trust Shares to the party named below
and this shall be your good and sufficient authority for doing so.

     

    Registration:

     

    
 

    Address:

    
 

    Please
deliver such common shares to:

    


    Dated
this [    ] day of [       ],
200    

     

                                                  


    A. Scott Dockter

    


    
      
        
        

      

      
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    Scott
Dockter Summary of Outstanding Shares

     

    
      	
              1,329,000

            	
              Pledged
      to Triangle Equities

            
	 	 
	
              1,000,000 

            	Pledged
      to Triangle Equities
	
            	 
	
              2,000,000 

            	Pledged
      to Stern Capital
	
            	
            
	
              40,000   

            	On
      account with Finance 500
	 	 
	
              1,882,934  

            	On
      account with Finance 500
	 	
               

            
	
              900,000 

            	On
      account with Finance 500
	 	 
	
              6,200  

            	In
      possession
	 	 
	
              38,236 

            	
              In
      possession

            
	 	 
	
              76,271 

            	In
      possession


    

     

    
      	
              Total shares In
      security/pledge agreements 

            	 4,329,000
	 	 
	
              Total
      shares to be
      transferred to voting trust  

            	 2,943,541