Juergen W. Tittel, et al. vs. Edward Nealon, et al.

[SEC-SICD * CASE NO. 3466. November 27, 1990.] JUERGEN W. TITTEL, ET AL. , complainants , vs . EDWARD NEALON, ET AL , respondents . D E C I S I O N Submitted to the Hearing Panel to be the basis of a judgment is the Compromise Agreement signed by the parties and assisted by their respective counsel, the terms and conditions of which are as follows: cdlex "1. The parties hereby recognize and confirm the transfer of ownership over the outstanding controlling shares of stock of Absai Mining (Exploration Development Corporation hereinafter referred to as ABSAI) as stated in the SHARE PURCHASE AGREEMENT dated August 8, 1988. 2. Complainants shall: a) Cause the assignment, transfer or conveyance of the remaining one (1) share in the name of Juergen W. Tittel in ABSAI in favor of PACIFIC CHROME INTERNATIONAL, INC. (hereinafter referred to as PACIFIC) at no additional consideration, so that all outstanding shares of ABSAI shall be owned by PACIFIC and its nominees; b) Cause A & B Mining Corporation or any other stockholder representing the complainants, to assign, transfer and convey at no additional consideration other than this Compromise Agreement, all its shareholdings together with the one (1) qualifying share of Juergen W. Tittel, in PACIFIC and GLOBAL CHROME CORPORATION (hereinafter referred to as GLOBAL), in favor of Roberto V. San Jose as representative of the respondents, so that all outstanding shares thereof shall be owned by the respondents (except Hongkong and Shanghai Bank); prcd c) Deliver all corporate records and properties and books of accounts of ABSAI, PACIFIC and GLOBAL in their possession to Roberto V. San Jose as the representative of the respondents; d) Cease from representing or holding themselves out as stockholders, directors or officers of ABSAI, or otherwise claiming to be the duly authorized representatives of ABSAI. e) Withdraw all pleadings, claims or other documents that they may have filed with any government agency or any other authority, particularly the Bureau of Mines and Geo-Sciences, in which they may have claimed to be the duly authorized representatives, officers, stockholders or representatives of ABSAI after August 8, 1988. 3. The complainants have represented to the respondents that prior to August 8, 1988, ABSAI has mining claims or operating agreements described as follows: a) Operating Agreement, dated January 16, 1988, entered into by and between Gregorio E. Martinez and Pablo Pabilona, Jr., on the one part and ABSAI Mining Corporation) on the other part, acknowledged before Notary Public Miguel A. Montago and entered in his notarial register as Doc. No. 10, Page No. 6, Book No. XXII, Series of 1988; b) Operating Agreement, dated October 2, 1987, entered into by and between Filipinas Mining Corporation on the one part and ABSAI Mining Corporation (Absai Mining Exploration Development Corporation) on the other part, acknowledged before Notary Public Jose Sta. Ana of Makati, Metro Manila, and entered in his notarial register as Doc. No. 375, Page No. 62, Book No. II, Series of 1987; c) Operating Agreement, dated April 5, 1988, entered into by and between Armon Mining and Development Corporation on the one part and Absai Mining Corporation (Absai Mining Exploration Development Corporation) on the other part acknowledged before Notary Public Ruben G. Silvestre of Makati, Metro Manila, and entered in his notarial register as Doc. No. 465, Page No. 93, Book No. LXVI, Series of 1988; d) the group of mining claims known as Absai 1, 2, 3, 4, 6, 7, 9, 9-A, 13, 14, 15, 16, to 18 subject of the Mines Operating Agreement executed between Absai Mining Exploration Development Corporation and Pacific Chrome International, Inc. on July 29, 1988, acknowledged before Notary Public Cleto R. Suarillo of the City of Manila and entered in his notarial register as Doc. No. 354, Page No. 72, Book No. 1, Series of 1988; e) The group of mining claims known as PG 4, 7, 8, 9, 12, 16, 27, 28, 38, 39, 40, 41, 42, 49, 50, 51, 52, 53, 54, 55, 56 and 57; f) The group of mining claims known as Absai 30, 31, 42 to 44, 54 and 56, subject of the Mines Operating Agreement executed between Absai Mining Exploration Development Corporation and Pacific Chrome International, Inc. on May 13, 1988, acknowledged before Notary Public Cleto R. Suarillo of the City of Manila and entered in his notarial register as Doc. No. 290, Page No. 59, Book No. 1, Series of 1988. 4. The complainants have represented and warranted that all other mining claims or operating agreements not listed in the foregoing paragraph 3, acquired by ABSAI/PACIFIC prior to August 8, 1988, have been previously assigned to Giporlos Mining Corporation and/or Palawan Chrome Corporation and or Base Metals Mineral Resources Corporation. The parties hereby agree that ABSAI has no more interest in such other mining claims or operating agreements. 5. The parties stipulate and jointly pray, as they hereby pray, this Honorable Commission to include in its decision approving this Compromise Agreement, the dismissal with prejudice of SEC Case No. EB-226 . 6. The parties hereby agree to mutually waive any and all claims and counterclaims they may have against each other; provided, however, that all representations and warranties made by complainants under the SHARE PURCHASE AGREEMENT shall remain in full force and effect. 7. The parties hereby acknowledge, confirm and ratify the delivery by the Hongkong and Shanghai Banking Corporation of the documents held by the latter in escrow, pursuant to the August 8, 1988 letter agreement between ABSAI and PACIFIC, to Roberto V. San Jose in his capacity as President of PACIFIC. 8. The parties agree to execute such documents and perform such actions as may be necessary to implement their foregoing agreements. 9. The parties finally agree that any violation of any of the provisions of this Compromise Agreement will immediately entitle the aggrieved party to a writ of execution." It appearing that the Compromise Agreement is not contrary to law, morals and public policy, the same is hereby approved and judgment is hereby rendered in accordance therewith. The parties are hereby enjoined to comply strictly with the terms and conditions of the Compromise Agreement. (SGD.) FELIPE S. TONGCO Hearing Officer (SGD.) ENRIQUE L. FLORES, JR. (SGD.) MANUEL P. PEREA Hearing Officer Hearing Officer