ex10-5.htm


    Exhibit
10.5


    
      
        

      

      45 East
Putnam Avenue   •   Greenwich, CT
06830

      Tel:
203.422.2300   •   Fax: 203.422.2330

      Email:
ggc@globalgoldcorp.com

    

    
       

      
        	Juan Jose Quijano
      Fernandez 	 July 20,
      2009

Juan Jose
Quijano Claro

    

    El Vergel
2316

    Santiago
Chile

    


    RE: Amendment of Global Gold
Valdivia Joint Venture Terms, Separation of Properties, and Royalty
Agreement

     

    Gentlemen:

     

    This
letter amends the terms of our prior agreements on the Compania Minera Global
Gold Valdivia S.C.M. joint venture (“GGV”) in light of current
circumstances.   This agreement is subject to confirmation by our
board of directors, which shall act on or before July 31, 2009.

     

    On or
before August 15, 2009, GGV shall transfer to you or to a company designated by
you a one hundred percent (100%) interest in the current GGV claims identified
in the map and claims list attached as Exhibit 1 and circled as the “Madre De
Dios Claims Block”.  At the same time, you will transfer all of your
rights, title, and interest in GGV and the area marked as the “Pureo Claims
Block” and claims list in Exhibit 1 to one or more companies designated by
Global Gold Corporation.

     

     It
is agreed that if GGV does not commence production on a commercial basis on the
property being transferred to its sole control pursuant to this agreement within
two years (subject to any time taken for permitting purposes), the property
shall revert to you. If the first plant is successful, we will proceed with at
least two additional plants/operations with the goal of processing at a capacity
of 2,500 cubic meters per day within three years. The parties agree to continue to
cooperate with one another and act in good faith, and you shall assist with
permitting processes.

     

    You shall
be entitled to payment of up to 27 million Euros payable from a 3% NSR royalty
interest in all metals produced from the properties retained in GGV, subject to
your initial repayment of $200,000. For three years,  GGV or its
designee shall have a right of first refusal on any bona fide offers for all or
any part of the properties transferred to you (to be exercised within five (5)
days).  For three years, you shall also have a right of first refusal
on any bona fide offers for all or any part of the properties retained by GGV or
its designee (to be exercised within twenty (20) days).  The
production royalty shall be paid quarterly, and shall be accompanied by
(i) a statement summarizing the computation of net smelter returns and
(ii) copies of any and all original settlement statements issued by each
buyer for their purchase of the products.  The settlement statements
shall include the total weight of product purchased; the contained payable
elements within the product; the market prices of the elements; deduction of all
processing and penalties; and the total amount due to be remitted to the seller
on a provisional and final settlement basis.  The quarterly royalty
payments will be provisional and subject to adjustment at the end of the
producing entity’s accounting year.  The term “NSR” as used herein
shall mean the full value received by producing entity from any buyer for any
and all products sold, reflective of the point of sale after deductions for all
of the following charges from third parties, if any: custom smelting costs,
treatment charges and penalties including, but without being limited to, metal
losses, penalties for impurities and charges or deductions for refining,
selling, and transportation from smelter to refinery and from refinery to
market.  Upon reasonable notice and within no less than thirty days
from such notice, but no more than two times per year, a party shall be entitled
to inspect and audit production, plans, operations, and sales records from the
other party.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    One year
from the date of the first continuous payment of the production royalty, GGV
shall have the right for three years to buy out the other’s production royalty
at a price to be determined through independent appraisals of each party and
mutual agreement; if the parties cannot mutually agree either party may refer
the purchase price issue to binding arbitration.

     

    You shall
have the right to use drill information, geophysical, and other exploration
results associated with properties under your control pursuant to this
agreement.

     

    This
Agreement and the parties right and obligations hereunder shall be binding upon
and inure to the benefit of the successors in interest, assigns and personal
representatives (or trustees) of the respective parties.  Any disputes
related to this agreement shall be resolved exclusively through arbitration in
accordance with the terms of the GGV Contractual Mining Company Agreement dated
October 29, 2007.

     

    If you
have any comments or questions on this feel free to call me
directly.  If you are in agreement with the foregoing, please so
indicate by signing and returning one copy of this letter agreement, whereupon
it will constitute our agreement with respect to the subject matter hereof, and
documents conforming to local legal requirements in Chile will be prepared and
signed.

     

    
      
        
          
            
              	 	Sincerely
      yours,	 
	 	 	 
	 	Global
      Gold Corporation	 
	 	 	 	 
	
                       

                    	
                      By:
      

                    	/s/
      Van Z. Krikorian 	 
	 	 	Van
      Z. Krikorian, Chairman	 
	 	 	 	 


            

          

        

      

    

    Confirmed
and Agreed to this 24th day of July, 2009:

     

    /s/
Juan Jose Quijano Fernandez

    
      

    

    Juan Jose
Quijano Fernandez

     

    /s/ Juan Jose Quijano
Claro

    
      
        

      

    

    Juan Jose
Quijano Claro

     

     

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