Unassociated Document



EXHIBIT 10.3


 





CONSULTING AGREEMENT


 


THIS AGREEMENT is dated March 2, 2011 but made effective as of the 1st day of January, 2011.












 


BETWEEN:







GOLD STANDARD VENTURES CORP., a company incorporated under the laws of the Province of British Columbia and having its head office at Suite 610 – 815 West Hastings Street, Vancouver, British Columbia  V6C 1B4







 (the "Company")












AND:







MICHAEL WALDKIRCH & COMPANY INC., a company incorporated under the laws of the Province of British Columbia and having an office at #200 – 6751 Westminster Highway, Richmond, B.C. V7C 4V4







 (the "Consultant")












WHEREAS:


 



	
A.

	
The Company, through its wholly-owned Subsidiaries, carries on the business of acquiring, exploring and developing mineral resource properties in the State of Nevada (the "Business");







 



	
B.

	
On or about July 13, 2010 the Consultant entered into a verbal arrangement with the Company to provide certain consulting services to the Company including, but not limited to, making the services of its principal, Michael N. Waldkirch, C.G.A. (“Waldkirch”), available to act as the Chief Financial Officer of the Company; and







 



	
C.

	
The Company and the Consultant wish to enter into this Agreement to, among other things,  formalize the terms and conditions of their consulting arrangement on the terms and conditions set out herein.







 


NOW THEREFORE in consideration of the premises and of the mutual covenants hereinafter set forth it is mutually agreed by and between the parties as follows:


 




  





 











  






 


ARTICLE 1


DEFINITIONS AND INTERPRETATION







Definitions








	
1.1

	
In this Agreement, including the recitals hereto, the following words and phrases shall have the following meanings:







 



	
  

	
(a)

	
"Affiliate" means, with respect to any Person, any other Person who directly or indirectly controls, is controlled by, or is under direct or indirect common control with, such Person, and includes any Person in like relation to an Affiliate. A Person shall be deemed to control a Person if such Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise, and the term "controlled" shall have a similar meaning.  For greater certainty, in the case of the Company, “Affiliate” includes, but is not limited to, the Subsidiaries;













	
  

	
(b)

	
“Base Fee” has the meaning ascribed to such term in section 4.1;













	
  

	
(c)

	
“Board” means the board of directors of the Company from time to time;













	
  

	
(d)

	
“Business” has the meaning ascribed to such term in recital A;













	 	
(e) 

	
“Change of Control” means a transaction or series of transactions whereby directly or indirectly:













	
  

	
(i)

	
any Person or combination of Persons obtains a sufficient number of securities of the Company to affect materially the control of the Company; for the purposes of this Agreement, a Person or combination of Persons holding shares or other securities in excess of the number which, directly or following conversion thereof, would entitle the holders thereof to cast 20% or more of the votes attaching to all shares of the Company which may be cast to elect directors of the Company, shall be deemed to be in a position to affect materially the control of the Company; or













	
  

	
(ii)

	
the Company shall: (A) consolidate or merge with or into, (B) amalgamate with, or (C) enter into a statutory arrangement with, any other Person (other than an Affiliate of the Company) and, in connection therewith, all or part of the outstanding voting shares shall be changed in any way, reclassified or converted into, exchanged or otherwise acquired for shares or other securities of the Company or any other Person or for cash or any other property; or













	
  

	
(iii)

	
any other Person (other than an Affiliate of the Company) shall: (A) consolidate or merge with or into, (B) amalgamate with, or (C) enter into a statutory arrangement with, the Company, and, in connection therewith, all or part of the outstanding voting shares shall be changed in any way, reclassified or converted into, exchanged or otherwise acquired for shares or other securities of the Company or any other Person or for cash or any other property; or







 




  





2











  






 



	
  

	
(iv)

	
the Company shall sell or otherwise transfer, including by way of the grant of a leasehold in­terest (or one or more of its Affiliates shall sell or otherwise transfer, including by way of the grant of a leasehold interest), property or assets: (A) aggregating more than 50% of the consolidated assets (measured by either book value or fair market value) of the Company and its Affiliates as at the end of the most recently completed financial year of the Company, or (B) which, during the most recently completed financial year of the Company, generated, or during the then current financial year of the Company are expected to generate, more than 50% of the consolidated operating income or cash flow of the Company and its Affiliates, to any other Person or Persons (other than the Company or one or more of its Affiliates); or













	
  

	
(v)

	
there occurs a change in the composition of the Board, which occurs at a single meeting of the shareholders of the Company, or a succession of meetings of the shareholders of the Company occurring within 6 months of each other, whereby such individuals who were members of the Board immediately prior to such meeting or succession of meetings cease to constitute a majority of the Board without the Board, as constituted immediately prior to such meeting or meetings, approving of such change;













	
  

	
(f)

	
“Claims” has the meaning ascribed to such term in section 8.2;













	
  

	
(g)

	
“Effective Date” has the meaning ascribed to such term in section 2.1;













	
  

	
(h)

	
“Person” includes an individual, firm, corporation, company, partnership, trust, joint venture, association or other entity;













	
  

	
(i)

	
“Services” has the meaning ascribed to such term in section 2.2 hereof;













	
  

	
(j)

	
“Statutory Remittances” has the meaning ascribed to such term in section 5.2 hereof;













	
  

	
(k)

	
“Subsidiaries” means JKR Gold Resources Inc. (a British Columbia corporation), JKR Gold Resources (Nevada) Inc. (a Nevada corporation), JMD Exploration Corp. (a British Columbia corporation) and Gold Standard Ventures (US) Inc. (a Nevada corporation);













	
  

	
(l)

	
“Term” means the term of the Consultant’s engagement hereunder as defined in section 3.1;













	
  

	
(m)

	
“Termination Date” means the last day the Consultant is actively performing its Services hereunder;













	
  

	
(n)

	
“Termination Payment” means the lump sum amount payable by the Company to the Consultant in the event of a termination of this Agreement in the circumstances, as applicable, set out in Article 6 or upon a Change of Control in the circumstances, as applicable, set out in Article 7;







 




  





3











  






 



	
  

	
(o)

	
"Triggering Event" means any one of the following events which occurs without the express or implied agreement of the Consultant:













	
  

	
(i)

	
a substantial change to the nature of the Services to be performed by the Consultant or to its responsibility or authority as contemplated in section 2.2;













	
  

	
(ii)

	
a material breach by the Company of any provision of this Agreement, which breach has not been remedied by the Company within 10 business days following the date the Consultant gives the Company written notice of the breach and requiring it to be remedied;













	
  

	
(iii)

	
a requirement by the Company for the Consultant or Waldkirch to relocate to another city, province, or country;













	
  

	
(iv)

	
the Company ceases to operate as a going concern;













	
  

	
(v)

	
the Company fails to pay when due a material amount payable by it to the Consultant pursuant to this Agreement within ten business days of the due date thereof;













	
  

	
(vi)

	
a material reduction of the Base Fee or any other form of compensation payable by the Company to the Consultant, except where are all senior executives or consultants of the Company are subject to relatively similar reductions in such value, or any change in the basis upon which the Base Fee or any other form of compensation payable by the Company is determined or any failure by the Company to increase the Base Fee or other forms of compensation payable by the Company in a manner consistent (both as to frequency and percentage increase) with practices in effect for other senior executives or consultants of the Company; or













	
  

	
(vii)

	
the failure by the Company to obtain, in a form satisfactory to the Consultant, acting reasonably, an effective assumption of its obligations hereunder by any successor to the Company, including a successor to a material portion of its business.












Headings and Section References








	
1.2

	
The headings and section references in this Agreement are for convenience of reference only and do not form a part of this Agreement and are not intended to interpret, define or limit the scope, extent or intent of this Agreement or any provision thereof.












Extended Meanings








	
1.3

	
The words "hereof", "herein", "hereunder" and similar expressions used in any clause, paragraph or section of this Agreement shall relate to the whole of this Agreement and not to that clause, paragraph or section only, unless otherwise expressly provided.







 




  





4











  






 


Number and Gender








	
1.4

	
Whenever the singular or masculine or neuter is used in this Agreement, the same shall be construed to mean the plural or feminine or body corporate where the context of this Agreement or the parties hereto so require.












Section References








	
1.5

	
Any reference to a particular "article", "section", "subsection" or other subdivision is to the particular article, section or other subdivision of this Agreement.












Governing Law








	
1.6

	
This Agreement shall be governed by and interpreted under the laws of the Province of British Columbia.  The parties attorn to the non-exclusive jurisdiction of the Courts of the Province of British Columbia.












Severability of Clauses








	
1.7

	
In the event that any provision of this Agreement or any part thereof is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.












Currency








	
1.8

	
All sums of money to be paid or calculated pursuant to this Agreement shall be paid or calculated in currency of Canada unless otherwise expressly stated.

















ARTICLE 2


ENGAGEMENT







Engagement








	
2.1

	
Subject to the terms and conditions set out herein, the Company hereby engages the Consultant, as an independent contractor, with effect from January 1, 2011 (the “Effective Date”) to provide such duties, services and assistance, and to exercise such powers pertaining to the management and operation of Company and its Subsidiaries, as the Company may direct from time to time, provided that same as consistent with the positions and duties described herein and the Consultant hereby agrees to such engagement. The parties acknowledge that Waldkirch is a key employee of the Consultant and the Consultant hereby agrees to cause Waldkirch to provide the Services to the Company on behalf of the Consultant.  In conjunction with the engagement of the Consultant hereunder, Waldkirch will occupy the office of Chief Financial Officer of the Company.







 




  





5











  






 


Nature of Services








	
2.2

	
The Consultant shall have the obligations and responsibilities and shall provide and cause Waldkirch to provide the services and duties similar to those that a Chief Financial Officer of a publicly-traded company of similar size to the Company engaged in a business similar to the Company’s Business would customarily perform (collectively the “Services”), subject to the power and direction of the Board to expand or limit such services and duties and to override the actions of the Consultant in its discretion.












Travel








	
2.3

	
The Consultant acknowledges and agrees that travel both within and outside of Canada and the United States will be required from time to time in order to effectively perform the Services and the Consultant hereby consents to and agrees to make and to cause Waldkirch to make such travel arrangements as may be reasonably required by the Company from time to time in connection with the Business of the Company.  The Company agrees to provide the Consultant with reasonable travel and out of province medical insurance for Waldkirch in connection with the performance of the Services by the Consultant outside of British Columbia.












Commitment








	
2.4

	
The Consultant shall spend a significant amount of time and attention on the Business and affairs of the Company in order to effectively perform the Services contemplated hereunder and shall be available for advice and counsel to the Board and management of the Company at such reasonable and convenient times and places as mutually agreed upon.












Standard of Care








	
2.5

	
The Consultant undertakes to the Company that at all times during the Term it shall:













	
  

	
(a)

	
devote its foremost skills, attention and ability to the Business of the Company;













	
  

	
(b)

	
have the skill, expertise and capabilities necessary to perform the Services under this Agreement;













	
  

	
(c)

	
perform the Services hereunder in a diligent, professional and businesslike manner;













	
  

	
(d)

	
well and faithfully serve the Company and use its best efforts to promote the interests of the Company and its Subsidiaries;













	
  

	
(e)

	
report to and be subject to the control and direction of the Board; and













	
  

	
(f)

	
cause Waldkirch, as an employee of the Consultant, to fully comply with the terms and conditions of this Agreement in his performance of the Services on behalf of the Consultant and to exercise the standard of care, skill and judgment that would reasonably be expected of a Chief Financial Officer of an organization comparable to the Company.







 




  





6











  






 


Amendment to Services








	
2.6

	
The operational requirements of the Company may require amendment to the Services to be provided by the Consultant from time to time. Where practicable, the Company will consult with the Consultant prior to such changes being made and except where such changes are substantial, all such changes shall be made by the Company. In the event that the Company wishes to make a substantial change to the nature of the Services to be performed by the Consultant or to its responsibility or authority, it will first obtain the Consultant's consent prior to implementing such change. If, acting reasonably, the Consultant chooses to decline acceptance of the proposed substantial change, the Company may, at its election, either withdraw the proposed substantial change, or terminate the Consultant's engagement in which case the provisions of section 6.3 below shall apply.












Reporting








	
2.7

	
The Consultant shall adhere to all policies and procedures adopted by the Company from time to time, and the laws, regulations, policies and industry standards of all applicable regulatory agencies, stock exchanges and securities commissions. The Consultant shall report to, and carry out all lawful orders and directions given by the Board of the Company.












Authority to Act








	
2.8

	
The Consultant will not, at any time, hold itself out as the agent or representative of the Company except if and as expressly permitted in this Agreement, and will not incur any obligations or liabilities or enter into any agreements for or on behalf of the Company except with the prior written consent of the Company.

















ARTICLE 3


TERM







Term


 



	
3.1

	
The term of the Consultant’s engagement shall be for an indefinite period (the “Term”) until such time as the engagement of the Consultant is terminated in accordance with the provisions of this Agreement.

















ARTICLE 4


FEES







Base Fee








	
4.1

	
Subject to the terms and conditions set out in this Agreement, the Company shall pay to the Consultant, throughout the Term, a base fee (the “Base Fee”) of $72,000 per annum ($6,000 per month), to be paid semi-monthly or in such other instalments and at such other times as the Consultant and the Company may agree.







 




  





7











  






 


Periodic Review








	
4.2

	
The Base Fee shall be reviewed periodically by the Board for possible increases according to criteria applied generally by the Board to such potential increases for senior executive officers of the Company and may be increased in such manner at the discretion of the Board.












Discretionary Bonus








	
4.3

	
The Base Fee does not include any bonus or incentive payments. The introduction of such payments, if any, and the amount thereof will be determined by the Board in its sole discretion.












Applicable Sales Tax








	
4.4

	
The Company agrees to pay to the Consultant harmonized services tax (HST) on all Base Fees and, if applicable, bonus or incentive payments, payable to the Consultant in respect of the performance of the Services under this Agreement.












Expenses and Disbursements








	
4.5

	
The Company shall pay all reasonable business and out-of-pocket expenses actually and properly incurred by the Consultant from time to time in furtherance of or in connection with the Services including, but not limited to, all travel expenses, parking and entertainment expenses. If any such expenses are paid in the first instance by the Consultant, the Company shall reimburse it therefor, subject to the receipt by the Company of statements, vouchers or other evidence in form reasonably satisfactory to it.












Stock Options








	
4.6

	
Waldkirch will be entitled to participate in the incentive stock option plan of the Company and to receive incentive stock options, in his capacity as the Chief Financial Officer of the Company, as determined by the Board from time to time and in accordance with the Company’s stock option plan in effect from time to time.

















ARTICLE 5


RELATIONSHIP







Independent Contractor








	
5.1

	
The Consultant shall perform the Services pursuant to this Agreement as an independent contractor, and nothing in this Agreement shall be construed as creating an employment or partnership relationship between the parties.












Compliance with Applicable Laws








	
5.2

	
The Consultant will comply with all applicable laws, rules and regulations and will pay any and all taxes, unemployment insurance premiums, Canada Pension Plan premiums or contributions, Workers’ Compensation assessments, and any other statutorily prescribed payment or assessment of any nature (collectively “Statutory Remittances”) which is payable by virtue of the employment relationship between the Consultant and its employees, including Waldkirch.  Notwithstanding the foregoing, the Consultant covenants and agrees to indemnify and save harmless the Company from any and all Statutory Remittances, interest and penalties that the Company may suffer or incur by virtue of, directly or indirectly, the Consultant’s engagement hereunder as an independent contractor.







 




  





8











  






 


Conflict of Interest








	
5.3

	
The Consultant represents and warrants that neither it nor Waldkirch owes, and agrees that neither it nor Waldkirch will during the Term of this Agreement undertake or agree to, any contractual or other duties or obligations to any other Person which may materially conflict or interfere with the Business of the Company or the efficient performance by the Consultant of the Services hereunder.







 


Company Materials


 



	
5.4

	
The Consultant acknowledges that all items of any and every nature or kind created or used by the Consultant in connection with providing the Services to the Company under this Agreement, or furnished by the Company to the Consultant, including all equipment, automobiles, credit cards, books, records, reports, files, diskettes, manuals, literature, Confidential Information (as hereinafter defined) or other materials, shall remain and be considered the exclusive property of the Company at all times and shall be surrendered to the Company, in good condition, promptly at the request of the Company, or in the absence of a request, on the termination of the Consultant under this Agreement.

















ARTICLE 6


TERMINATION







Termination By Company For Material Breach








	
6.1

	
The Company may terminate this Agreement at any time without notice or payment of compensation in lieu thereof if the Consultant commits a material breach of any of the terms and conditions of this Agreement and, in the case of a material breach capable of remedy, fails to remedy the same within 20 days after receipt of a written notice from the Company giving particulars of the breach and requiring it to be remedied. For the purposes of this section 6.1, a material breach includes, but is not limited to, the failure or refusal of the Consultant to perform the Services at an acceptable level or standard, provided that the Consultant has been provided written notice of such failure and has not corrected its behaviour within 20 days of receiving such notice and provided further that the Consultant shall only be entitled to correct its behaviour pursuant to the notification under this section 6.1 on a one-time basis.  For purposes of clarity, any subsequent failure or refusal by the Consultant to perform its Services to an acceptable level or standard will not require written notice of such failure by the Company and corresponding opportunity for the Consultant to correct the behaviour.







 




  





9











  






 


Termination By Company For Other Reasons








	
6.2

	
The Company may also terminate this Agreement without notice or payment of any compensation in lieu thereof upon the happening of any of the following events:







 



	
  

	
(a)

	
subject to subsection 6.2.1, the death of Waldkirch;







 



	
  

	
(b)

	
subject to subsection 6.2.1, if Waldkirch shall become permanently disabled; for the purposes hereof, Waldkirch shall be deemed to be permanently disabled immediately following any period of 365 consecutive days during which Waldkirch is prevented from performing the Services hereunder on behalf of the Consultant for more than 182 days in aggregate by reason of illness or mental or physical disability despite reasonable accommodation efforts of the Company;







 



	
  

	
(c)

	
any dishonesty on the part of the Consultant or Waldkirch affecting the Company or its Subsidiaries;







 



	
  

	
(d)

	
the conviction of the Consultant or Waldkirch for an indictable offence or for any crime involving moral turpitude, fraud or misrepresentation;







 



	
  

	
(e)

	
excessive use of alcohol or illegal drugs by Waldkirch interfering with the performance of the Consultant’s obligations under this Agreement;







 



	
  

	
(f)

	
a material conflict of interest arises between the duties and obligations of the Consultant (including, but not limited to, any employee of the Consultant including Waldkirch) to the Company and another Person with whom the Consultant is engaged in business or otherwise provide services and the Consultant fails to resolve such conflict to the Company’s satisfaction, acting reasonably, within 15 days following notice from the Company to the Consultant of such conflict and requiring that it be resolved;







 



	
  

	
(g)

	
any wilful and intentional act on the part of the Consultant or Waldkirch having the effect of materially injuring the reputation, business or business relationships of the Company or any of its Subsidiaries; or







 



	
  

	
(h)

	
any other cause or reason which at law would entitle the Company to terminate the Consultant’s engagement without notice or compensation in lieu of notice.













	
6.2.1

	
Notwithstanding the foregoing, if the Company terminates this Agreement pursuant to section 6.2 due to the death or permanent disability of Waldkirch and such death or permanent disability occurred during or resulted directly from Waldkirch’s performance of the Services on behalf of the Consultant hereunder, then, absent any negligence or fault on the part of Waldkirch or the Consultant, the provisions of section 6.3 shall apply to such termination.












Payment on Termination








	
6.3

	
In the event that this Agreement is terminated by the Company for any reason other than those set out in sections 6.1 or 6.2 then, provided that section 8.5 has been satisfied by the Consultant,  the Company shall pay to the Consultant a lump sum Termination Payment equal to three (2x) times:







 




  





10











  






 



	
  

	
(a)

	
the annual Base Fee in effect as of the Termination Date; plus













	
  

	
(b)

	
the average of the annual bonuses or other cash incentive payments, if any, paid by the Company to the Consultant pursuant to Section 4.3 for the two calendar years immediately preceding the year in which the Termination Date occurs.












Termination by the Consultant with Notice








	
6.4

	
The Consultant may terminate this Agreement on giving 30 days prior notice in writing to the Company of the effective date of such termination, provided that on receipt of such notice of termination, the Company may elect to accept such notice of termination effective immediately in which case the Consultant's engagement will terminate immediately upon such acceptance by the Company.












Termination by Consultant upon Triggering Event


 



	
6.5

	
Unless consented to in writing by the Consultant, the Consultant may terminate this Agreement upon the happening of any one or more Triggering Events by providing written notice to the Company and the Company shall pay to the Consultant a lump sum Termination Payment in an amount determined in accordance with section 6.3 above.

















ARTICLE 7


CHANGE OF CONTROL







Termination by Consultant upon Change of Control








	
7.1

	
Notwithstanding anything to the contrary contained in this Agreement, if a Change in Control occurs and if, in respect of the Consultant, a Triggering Event subsequently occurs within one (1) year of the Change of Control, the Consultant shall be entitled to elect to terminate its engagement with the Company and receive a lump sum Termination Payment from the Company in an amount equal to four (3x) times:













	
  

	
(a)

	
the annual Base Fee in effect as of the Termination Date; plus













	
  

	
(b)

	
the average of the annual bonuses or other cash incentive payments, if any, paid by the Company to the Consultant pursuant to Section 4.3 for the two calendar years immediately preceding the year in which the Termination Date occurs.








	
  

	 





This section 7.1 shall not apply if such Triggering Event follows a Change of Control which involves a sale of securities or assets of the Company with which the Consultant or Waldkirch is involved as a purchaser in any manner, whether directly or indirectly (by way of participation in a corporation or partnership that is a purchaser or by provision of debt, equity or purchase-leaseback financing).


 




  





11











  






 


Exercise of Termination Rights








	
7.2

	
All termination rights of the Consultant provided for in section 7.1 are conditional upon the Consultant electing to exercise such rights by notice given to the Company within 180 days of the Triggering Event.












Termination by Company Following Change of Control








	
7.3

	
Notwithstanding the provisions contained in section 6.3 hereof, the Consultant shall be entitled to a lump sum Termination Payment determined in accordance with section 7.1 in the event the Consultant’s engagement is terminated by the Company other than pursuant to section 6.1 or 6.2 within one (1) year of a Change of Control even if a Triggering Event has not occurred, provided that section 8.5 has been satisfied by the Consultant.  For greater certainty, the Consultant shall not be entitled to any payment by the Company pursuant to this section 7.3 or otherwise if the Consultant is terminated from its engagement with the Company under section 6.1 or 6.2. The Company shall not terminate the Consultant for any reason unless such termination is specifically approved by the Board.












Stock Options








	
7.4

	
In the event that the Consultant is entitled to a Termination Payment pursuant to this Article 7, any stock option previously granted to Waldkirch by the Company shall become fully vested, in which case Waldkirch shall be entitled to exercise such stock option on the terms granted and, notwithstanding any term of the Company’s stock option plan to the contrary, shall remain exercisable for the original term granted and shall not terminate due to the termination of the Consultant's engagement with the Company. In addition, any provisions of the stock option restricting the number of option shares which may be purchased before a particular date shall be waived. The terms of any stock option agreement shall be deemed amended to reflect the provisions of this section 7.4. The provisions of this section 7.4 shall be subject to applicable securities laws and the rules of any stock exchange on which the shares of the Company may be then listed and the receipt of all necessary approvals from such securities regulators and exchange, which approvals the Company shall use its reasonable commercial efforts to obtain in the event of the operation of this section 7.4.

















ARTICLE 8


OBLIGATIONS UPON TERMINATION







Payment of Termination Payment








	
8.1

	
Any Termination Payment to be made by the Company to the Consultant pursuant to Article 6 or 7 shall be paid by the Company in cash within ten business days of the Termination Date and the Consultant shall not be required in any manner whatsoever to mitigate any damages.







 




  





12











  






 


Full and Final Release








	
8.2

	
The receipt by the Consultant of a Termination Payment pursuant to Article 6 or 7 will be deemed to constitute a full and final release and discharge by the Consultant of the Company, its Subsidiaries and Affiliates and their respective directors, officers, employees and agents (for each of whom and for this purpose the Company contracts as a trustee) from all claims, actions, causes of action, debts, damages, losses, obligations and liabilities whatsoever (collectively “Claims”) hereunder or under common law or any statute, regulation, enactment or other law whatsoever.












Reasonableness of Termination Payment








	
8.3

	
The Consultant expressly acknowledges and agrees that the amount of the Termination Payment payable under Article 6 or 7 constitutes reasonable compensation for the termination of the Consultant’s engagement in the circumstances described therein. Upon the Company providing the Consultant with such Termination Payment, the Consultant shall not be entitled to any further notice of the termination of its engagement, payment in lieu of reasonable notice, termination pay, damages, costs, benefits or other compensation in respect of the termination of its engagement under this Agreement or otherwise and the Consultant shall execute and deliver a full and final release in favour of the Company, its Subsidiaries and Affiliates and their respective directors, officers, employees and agents.












Payment of Accrued Base Fees








	
8.4

	
Notwithstanding the foregoing, the Company will:







 



	
  

	
(a)

	
pay the Consultant for any unpaid Base Fees earned by the Consultant to the Termination Date; and







 



	
  

	
(b)

	
reimburse the Consultant for all reasonable expenses incurred by the Consultant prior to the Termination Date.












Consultant's Obligations upon Termination








	
8.5

	
Upon termination of this Agreement for any reason whatsoever, the Consultant shall immediately, and cause its employees including Waldkirch to immediately, and in any event within 5 business days of the Termination Date:













	
  

	
(a)

	
deliver up to the Company all documents, accounts, records, programs, credit cards, keys and other items of whatsoever nature or description which may be in their possession or under their control which belong to, or are the property of, the Company or any Subsidiary or Affiliate of the Company, and no copies of any such documents as aforesaid or any part thereof shall be retained by them; and













	
  

	
(b)

	
cease to represent themselves as being associated with or otherwise connected to the Company or any of its Subsidiaries or Affiliates and, in the case of Waldkirch, to resign without claim for compensation from all directorships and offices (if any) held by him in the Company or any Subsidiary of the Company at the time of such request.







 




  





13











  






 


No Prejudice








	
8.6

	
The termination of this Agreement shall be without prejudice to any rights or obligations of any of the parties hereto which shall have accrued prior to such termination and shall not destroy or diminish or affect any of the provisions of this Agreement which expressly or by implication come into force upon or continue in force after such termination including, but not limited to, the provisions of Article 9.












 


ARTICLE 9


CONFIDENTIALITY AND NON-SOLICITATION








Confidentiality










	
9.1

	
All confidential records, material and information and copies thereof, and all trade secrets (including, without restricting the generality of the foregoing, inventions, discoveries and methods of processing and production), concerning the Business or affairs of the Company or any of its Subsidiaries, Affiliates, clients or suppliers (collectively, the “Confidential Information”) obtained by the Consultant and/or Waldkirch in the course of the Consultant’s engagement hereunder shall remain the exclusive and confidential property of the Company. For greater certainty, “Confidential Information” will not include: (i) information  that is available to the public or in the public domain, being readily accessible to the public in written publications, at the time of disclosure or use, without breach of this Agreement; (ii) the general skills and experience gained by the Consultant during the period Services are provided to the Company; and (iii) information the disclosure of which is required to be made by any law, regulation, governmental authority or court, provided that before disclosure is made, notice of the requirement is provided by the Consultant to the Company.












No Disclosure








	
9.2

	
At all times during and subsequent to the Consultant’s engagement hereunder, the Consultant and Waldkirch, in his personal capacity, hereby jointly and severally covenant and agree that they will not disclose the contents of any Confidential Information to any Person or entity or use, copy, transfer or destroy any Confidential Information other than as necessary in carrying out the Consultant’s Services hereunder without first obtaining the consent of the Board and shall take all reasonable precautions to prevent any inadvertent disclosure, use, copying, transfer or destruction of any Confidential Information. Neither the Consultant nor Waldkirch shall, following the termination of this Agreement for any reason, use the contents of any Confidential Information for any purpose whatsoever.












Return of Confidential Information








	
9.3

	
Within five days after the termination of the Consultant’s engagement hereunder, or of receipt by the Consultant of the Company’s written request, the Consultant will promptly deliver to the Company all property of or belonging to or administered by the Company or any of its Subsidiaries, including without limitation all Confidential Information that is embodied in any physical or ephemeral form, whether in hard copy or on magnetic media, and that is within the Consultant’s possession or under the Consultant’s control. After the Consultant ceases to be engaged by the Company, the Consultant shall under no circumstances remove any books, records or documents or copies thereof (whether or not confidential) from the Company’s office, nor shall the Consultant make any copies of any such books, records or documents or copies thereof for use outside the Company’s office, except as specifically authorised by the Board.







 




  





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No Solicitation of Employees








	
9.4

	
The Consultant and Waldkirch further jointly and severally covenant and agree they will not at any time during the term of the Consultant’s engagement with the Company and for a period of six months thereafter interfere with or knowingly entice away any employee or consultant of the Company who was an employee or consultant of the Company within 90 days of the termination of the Consultant’s engagement.












Survival of Restrictions








	
9.5

	
The foregoing covenants are given by the Consultant and Waldkirch acknowledging that they have specific knowledge of the Business and affairs of the Company. The subject matter of the foregoing covenants is the acquisition, exploration and development of mineral resources properties in the State of Nevada. In the event that any clause or portion of any such covenant should be unenforceable or be declared invalid for any reason whatsoever, such unenforceability or invalidity shall not affect the enforceability or validity of the remaining portions of the covenants and such unenforceable or invalid portions shall be severable from the remainder of this Agreement. Notwithstanding the termination of this Agreement, the obligations of the Consultant and Waldkirch under this Article 9 are to remain in effect in accordance with the terms set out herein and will exist and continue in full force and effect despite any breach or repudiation, or alleged breach or repudiation, of this Agreement or the Consultant’s engagement (including, without limitation, the Consultant’s wrongful termination) by the Company.  The Consultant and Waldkirch hereby acknowledge and agree that all restrictions contained in this Agreement are reasonable and valid and all defences to the strict enforcement thereof by the Company are hereby waived by them.












Damages Not Adequate Relief








	
9.6

	
Without intending to limit the remedies available to the Company, the Consultant and Waldkirch understand and acknowledge that a breach or threatened breach by the Consultant or Waldkirch of any of the terms of Article 9 hereof could result in the Company suffering irreparable harm that is not capable of being calculated and that cannot be fully or adequately compensated by the recovery of damages alone. Accordingly, the Consultant and Waldkirch jointly and severally covenant and agree that, in addition to any other relief to which the Company may become entitled, the Company may apply for and will be entitled to injunctive relief, whether interim or permanent, specific performance and other equitable remedies, in any court of competent jurisdiction specifically to enforce any such covenants upon the breach or threatened breach of any such provisions, or otherwise specifically to enforce any such covenants and hereby waive all defences to the strict enforcement thereof by the Company.







 




  





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ARTICLE 10


ASSIGNMENT TO SUCCESSOR







Assignment to Successor








	
10.1 

	
This Agreement shall be assigned by the Company to any successor corporation of the Company and shall be binding upon such successor corporation.  For the purposes of this section 10.1, "successor corporation" shall include any Person referred to in subsection (ii) or (iii) of the definition of “Change of Control” in section 1.1(e) hereof. The Company shall ensure that the successor corporation shall continue the provisions of this Agreement as if it were the origi­nal party in place of the Company; provided however that the Company shall not thereby be relieved of any obligation to the Consultant pursuant to this Agreement.  In the event of a transaction or series of transactions as described in subsection (ii) or (iii) of the definition of “Change of Control” in section 1.1(e), appropriate arrangements shall be made by the Company for the successor corporation to honour this Agreement as if the Consultant had exercised its maximum rights hereunder as of the effective date of such transaction.







 


 


ARTICLE 11


GENERAL PROVISIONS







Notices








	
11.1

	
All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered by hand, telecopied or mailed postage prepaid addressed as follows:












To the Company:







Suite 610 – 815 West Hastings Street


Vancouver, B.C. V6C 1B4


Attention:  The President


Telecopier No.:  (604) 687 - 3567







To the Consultant and, where applicable, Waldkirch:







#200 – 6751 Westminster Highway


Richmond, B.C.  V7C 4V4


Attention:  Michael N. Waldkirch


Telecopier No.:  (604) 273 - 1497







or to such other address or telecopier number as may be given in writing by the parties and shall be deemed to have been received, if delivered by hand, on the date of delivery, if telecopied to the telecopier numbers set out above, on the business day next following the date of transmission and if mailed as aforesaid to the addresses set out above then on the third business day following the posting thereof provided that if there shall be between the time of mailing and the actual receipt of the notice a mail strike, slowdown or other labour dispute which might affect the delivery of the notice by the mails, then the notice shall only be effective if actually delivered or telecopied to the telecopier numbers set out above.


 




  





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Time of Essence








	
11.2

	
Time is hereby expressly made of the essence of this Agreement with respect to the performance by the parties of their respective obligations under this Agreement.












Binding Effect








	
11.3

	
This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, personal representatives, successors and permitted assigns.












Further Assurances








	
11.4

	
Each of the parties hereto agrees to do and execute or cause to be made, done or executed all such further and other things, acts, deeds, documents, assignments and assurances as may be necessary or reasonably required to carry out the intent and purpose of this Agreement fully and effectually.  Without limiting the generality of the foregoing, the Company shall take all reasonable steps in order to structure the payment or payments provided for in this Agreement in the manner most ad­vantageous to the Consultant with respect to the provisions of the Income Tax Act (Canada) or similar legislation in place in the jurisdiction of the Consultant’s head office.












Assignment








	
11.5

	
Save and except as provided in section 10.1, the benefits and obligations of this Agreement may not be assigned by either party to any other Person; provided, however, that the Company may assign this Agreement to an Affiliate of the Company upon notice to the Consultant. Except as aforesaid, this Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and assigns, including, in the case of Waldkirch, his heirs, executors and administrators.












Amendments








	
11.6

	
No amendment to this Agreement shall be valid unless it is evidenced by a written agreement executed by each of the parties hereto.












Waiver








	
11.7

	
No consent or waiver, express or implied, by the Company, on the one hand, or the Consultant on the other hand, to or of any breach or default by the other of them in the performance of that other’s obligations under this Agreement will be deemed or construed to be a consent or waiver to or of any other breach or default of the same or any other obligation of the other party.  Failure on the part of any party to complain of any act or failure to act of the other party, or to declare the other party in default regardless of how long such failure continues, will not constitute a waiver by such party of its rights under this Agreement or of the right to then or subsequently declare a default.







 




  





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Entire Agreement








	
11.8

	
This Agreement constitutes the entire agreement between the parties pertaining to the subject matter of this Agreement. This Agreement supersedes and replaces all prior agreements, if any, written or oral, with respect to the Consultant’s engagement by the Company and any rights which the Consultant may have by reason of any prior agreement or by reason of the Consultant’s prior engagement by the Company. All previous agreements, written or oral, express or implied, between the parties hereto or on their behalf relating to the engagement of the Consultant by the Company are hereby terminated and cancelled, and each of the parties hereto hereby releases and forever discharges the other of and from all manner of actions, causes of action, claims, demands whatsoever under or in respect of any such agreements. There are no warranties, representations or agreements between the parties in connection with the subject matter of this Agreement except as specifically set forth or referred to in this Agreement. No reliance is placed on any representation, opinion, advice or assertion of fact made by the Company or any Affiliate or their respective directors, officers, employees and agents (for each of whom and for this purpose the Company contracts as trustee) to the Consultant, except to the extent that the same has been reduced in writing and included as a term of this Agreement. Accordingly, there will be no liability, either in tort or in contract, assessed in relation to any representation, opinion, advice or assertion of fact, except to the extent aforesaid.












Co-Operation of Waldkirch.








	
11.9

	
The Consultant shall cause Waldkirch to co-operate in all respects with the Company if a question arises as to whether Waldkirch has a permanent disability for the purposes of subsection 6.2(b) hereof. Without limitation, the Consultant will cause Waldkirch to authorize his medical doctor or other health care specialist to discuss the condition of Waldkirch with the Company and will as reasonably requested by, and at the expense of, the Company submit to examination by a medical doctor or other health care specialist jointly selected by the Company and Waldkirch; provided that if the Company and Waldkirch fail to agree on a medical doctor or other health care specialist within 10 days of the request for examination made by the Company, each of the Company and Waldkirch will forthwith select a medical doctor or health care specialist and the medical doctors or healthcare specialists so selected will, within 10 days of being selected, jointly select a third medical doctor or healthcare specialist. The third medical doctor or health care specialist so selected will examine Waldkirch.












Acknowledgment.








	
11.10

	
The Consultant and, where applicable, Waldkirch acknowledge that:













	
  

	
(a)

	
it has read and understood this Agreement;













	
  

	
(b)

	
it has been given an opportunity to obtain independent legal advice concerning this Agreement and the provisions hereof and the interpretation and effect of this Agreement, and by signing this Agreement represents and warrants that it has either obtained advice or voluntarily waived the opportunity to receive same; and













	
  

	
(c)

	
it has entered into this Agreement voluntarily.







 




  





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Counterparts and Facsimile








	
11.11

	
This Agreement may be executed in two or more counterparts, and delivered by facsimile or electronic transmission, each of which shall be deemed an original and all of which together shall constitute one and the same instrument, effective as of the date first above written.







 


 


IN WITNESS WHEREOF the parties hereto have duly executed this Agreement as of the date first above written.


 


 



GOLD STANDARD VENTURES CORP.




 


 



Per: _______________________________




Authorized Signatory


 


 



MICHAEL WALDKIRCH & COMPANY INC.




 


 



Per: _______________________________






Michael N. Waldkirch, President


 


 


 









The undersigned, Michael N. Waldkirch, hereby acknowledges and agrees to the terms of this Consulting Agreement and specifically to Article 9 as it applies to him in his personal capacity.


 







 



_______________________________




MICHAEL N. WALDKIRCH


 




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