Here is Ming Fung's MAO with Tyhee as found on their web site at:
http://www.mingfung.com/downloads/Announcement2010/eANNOUNCEMENT%2018%20MAR%202010.pdf
Ming Fung Jewellery Group Limited
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 860)
ANNOUNCEMENT
COOPERATION IN RESPECT OF
YELOW KNIFE GOLD PRO JECT
THE MEMORANDUM OF UNDERSTANDING
The Board is pleased to announce that on 18 March 2010, the Company entered into the Memorandum of Understanding with Tyhee in relation to the proposed co-investment and codevelopment of the Yellowknife Gold Project.
The Memorandum of Understanding, which is non-legally binding, may or may not lead to the entering into of a definitive and binding agreement and the transactions contemplated thereunder may or may not proceed. In the event that a definitive and binding agreement materializes, the transactions contemplated thereunder may constitute a notifiable transaction for the Company under the Listing Rules. Further announcements will be made in respect thereof as and when required by the Listing Rules.
As the proposed Cooperation may or may not proceed, shareholders of the Company and potential investors are advised to exercise caution when dealing in the shares of the Company.
THE MEMORANDUM OF UNDERSTANDING
The Board is pleased to announce that on 18 March 2010, the Company entered into the Memorandum of Understanding with Tyhee in relation to the proposed Cooperation. The
Memorandum of Understanding included the following major terms and conditions:
1. Subject to the entering into of a definitive and binding agreement, the Company will (i) fund or arrange funding for Tyhee or the NewCo in such a sum to be agreed upon by the Company and Tyhee on an as-needed basis according to certain milestones, including but without limitation, the exploration and development, of the Yellowknife Gold Project; and
(ii) in consideration of the Company’s funding as mentioned in (i) above, Tyhee will allot and issue such number of its shares or procure the NewCo to allot and issue such number of its shares to the Company commensurate to the Company’s contribution as mentioned in (i) above and grant an option to the Company to subscribe for additional shares of Tyhee or NewCo, as the case may be, upon further contribution from the Company.
2. Upon the entering into of a definitive and binding agreement, the Company will, as soon as practicable, (i) complete the preliminary feasibility study, developer’s assessment report and feasibility report in respect of the Yellowknife Gold Project (in each case in form and substance satisfactory to the Company in its absolute discretion); (ii) complete the construction and commence the operation of the Yellowknife Gold Project; and (iii) allow the Company and its professional advisers to conduct a legal, commercial, operational, accounting and financial due diligence on the Yellowknife Gold Project or other affairs as the Company considers as necessary and desirable.
To the best knowledge of the Directors, Tyhee is an Independent Third Party.
The Memorandum of Understanding, which is non-legally binding, may or may not lead to the entering into of a definitive and binding agreement and the transactions contemplated thereunder may or may not proceed. In the event that a definitive and binding agreement materializes, the transactions contemplated thereunder may constitute a notifiable transaction for the Company under the Listing Rules. Further announcements will be made in respect thereof as and when required by the Listing Rules.
