Schedule 13D

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FUYxUA2/piyVh/QOK4xJms3n43LH1XYjmoJlwddxfeKgPkXKGAXalXAZRYBwT4LH qqWhMphgmoBE60XhGBO2WA== 0000950130-10-002460.txt : 20100601 0000950130-10-002460.hdr.sgml : 20100531 20100601152207 ACCESSION NUMBER: 0000950130-10-002460 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20100601 DATE AS OF CHANGE: 20100601 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DGSE COMPANIES INC CENTRAL INDEX KEY: 0000701719 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-JEWELRY STORES [5944] IRS NUMBER: 880097334 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-33619 FILM NUMBER: 10869395 BUSINESS ADDRESS: STREET 1: 2817 FOREST LANE STREET 2: STE 202 CITY: DALLAS STATE: TX ZIP: 75234 BUSINESS PHONE: 9724843662 MAIL ADDRESS: STREET 1: 2817 FOREST LN CITY: DALLAS STATE: TX ZIP: 75234 FORMER COMPANY: FORMER CONFORMED NAME: DALLAS GOLD & SILVER EXCHANGE INC /NV/ DATE OF NAME CHANGE: 19930114 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN PACIFIC MINT INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: CANYON STATE CORP DATE OF NAME CHANGE: 19860819 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NTR METALS, LLC CENTRAL INDEX KEY: 0001492351 IRS NUMBER: 201680379 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 10720 COMPOSITE DRIVE CITY: DALLAS STATE: TX ZIP: 75220 BUSINESS PHONE: 469-522-1111 MAIL ADDRESS: STREET 1: 10720 COMPOSITE DRIVE CITY: DALLAS STATE: TX ZIP: 75220 SC 13D 1 dsc13d.htm SCHEDULE 13D Schedule 13D

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE

13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. )

DGSE COMPANIES, INC.

(Name of issuer)

Common Stock, $.01 par value per share

(Title of class of securities)

395304 10 8

(CUSIP number)

Carl D. Gum, III

General Counsel and Secretary

NTR Metals, LLC

10720 Composite Drive

Dallas, TX 75220

(469) 522-1111

(Name, address and telephone number of person authorized to receive notices and communications)

May 25, 2010

(Date of event which requires filing of this statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨


CUSIP No. 395304 10 8		SCHEDULE 13D		Page 2 of 9 Pages


1	Name of reporting person NTR Metals, LLC
2	Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
3	SEC use only
4	Source of funds (see instructions) WC
5	Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
6	Citizenship or place of organization Texas
Number of shares beneficially owned by each reporting person with		7	Sole voting power 0*
		8	Shared voting power 4,000,000*
		9	Sole dispositive power 4,000,000*
		10	Shared dispositive power 0*
11	Aggregate amount beneficially owned by each reporting person 4,000,000*
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13	Percent of class represented by amount in Row (11) 38.9%*
14	Type of reporting person (see instructions) CO

Pursuant to certain agreements between NTR Metals, LLC and Dr. L. S. Smith (“Dr. Smith”), the Reporting Person may be deemed to be a member of a group that is the beneficial owner of 5,847,938 common shares. However, the Reporting Person expressly disclaims beneficial ownership over 1,847,938 common shares beneficially owned by Dr. Smith. See Item 5 for additional information.


CUSIP No. 395304 10 8		SCHEDULE 13D		Page 3 of 9 Pages

Item 1.

Security and Issuer.

This statement on Schedule 13D (this “Statement”) relates to the common stock, $.01 par value per share (the “Common Shares”), of DGSE Companies, Inc., a Nevada corporation (the “Issuer”). The principal executive offices of the Issuer are located at 11311 Reeder Road, Dallas, Texas 75229.

Item 2.

Identity and Background.

The Reporting Person is NTR Metals, LLC, a Texas limited liability company. The principal business of the Reporting Person is the provision of refining, recycling and minting services to the precious metals industry. The Reporting Persons also acts as a market maker in all precious metal bullion. The address of the principal place of business of the Reporting Person is 16720 Composite Drive, Dallas, Texas 75220.

The Reporting Person has executed an NTR Irrevocable Proxy To Vote Shares In DGSE Companies, Inc., dated May 25, 2010 (the “NTR Irrevocable Proxy”), in favor of Dr. L.S. Smith (“Dr. Smith”), as more fully described in Item 6 below, and the group formed by the Reporting Person and Dr. Smith beneficially owns in the aggregate 5,847,938 Common Shares, which represents 56.8% of the Common Shares. However, the Reporting Person disclaims any beneficial ownership in any securities that may be beneficially owned by Dr. Smith. In addition, Dr. Smith has executed an Agreement To Execute Smith Irrevocable Proxy in favor of the Reporting Person, as more fully described in Item 6 below.

The executive officers and controlling members of the Reporting Person as of June 1, 2010 are set forth on Schedule A attached hereto, containing the following information with respect to each such person: (a) name; (b) residence or business address; (c) present principal occupation or employment and the name, principal business and address of any corporation or organization in which such employment is conducted; and (d) citizenship.

During the past five years, neither the Reporting Person nor, to Reporting Person’s knowledge, any person named in Schedule A to this Schedule 13D has been (a) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such Reporting Person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting, or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.

Source and Amount of Funds or Other Consideration.

The Common Shares owned by the Reporting Person were acquired by the Reporting Person for $3,600,000 pursuant to (a) the Partial Assignment Agreement, dated as of May 25, 2010 (the “Partial Assignment Agreement”), by and between the Reporting Person and the Issuer and (b) the Closing Agreement, dated as of May 25, 2010 (the “Closing Agreement”), by and among the Reporting Person, the Issuer and Dr. Smith, each as more fully described in Item 6 below. The source of the funding for the purchase of the Common Shares by the Reporting Person was its working capital.


CUSIP No. 395304 10 8		SCHEDULE 13D		Page 4 of 9 Pages

Item 4.

Purpose of Transaction.

The Reporting Person acquired the Common Shares for the purpose of making a significant investment in the Issuer. In connection with this investment, the Reporting Person entered into (a) the NTR Irrevocable Proxy, as more fully described in Item 6 below, pursuant to which the Reporting Person granted an irrevocable proxy to Dr. Smith to vote all of its Common Shares until May 25, 2014 unless earlier terminated, and (b) the Lock-Up Agreement, as more fully described in Item 6 below, pursuant to which the Reporting Person agreed, subject to certain limited exceptions, not to sell or transfer the Common Shares until May 25, 2011. As a result, the Reporting Person will generally be unable to sell its Common Shares for a one-year period and will generally be unable to vote its Common Shares for a four-year period, each period commencing on the closing of the transactions contemplated by the Closing Agreement. These arrangements are consistent with the Reporting Person’s current purpose to hold all of its Common Shares as an investment.

In connection with the closing of the transactions contemplated by the Closing Agreement, the Reporting Person entered into an Option Contract, dated as of May 25, 2010 (the “Option Contract”), by and between the Reporting Person and Dr. Smith, as more fully described in Item 6 below. Pursuant to the Option Contract, the Reporting Person obtained an option from Dr. Smith to purchase 1,000,000 Common Shares owned by Dr. Smith exercisable until May 25, 2014 as provided therein. The initial exercise price of the option from Dr. Smith is considerably higher than the current market price of the Common Shares and the Reporting Person has no current plan or proposal to seek control of the Issuer. Also, Dr. Smith executed an Agreement To Execute Smith Irrevocable Proxy (the “Smith Irrevocable Proxy Agreement”), dated as of May 25, 2010 in favor of the Reporting Person, as more fully described in Item 6 below. Pursuant to the Smith Irrevocable Proxy Agreement, Dr. Smith (or his legal guardian, executor, representative or heirs, as appropriate) will execute an irrevocable proxy in favor of the Reporting Person to vote his Common Shares with respect to any matter regarding the Issuer on which Dr. Smith is entitled to vote upon (a) the Reporting Person’s exercise of the option specified above or (b) Dr. Smith’s death or the appointment of a legal guardian for Dr. Smith due to incapacity by reason of physical or mental condition. If and when executed, the term of this proxy will be for the remainder of the four (4) year period commencing on the Effective Date of the Closing Agreement. The Reporting Person intends continuously to review its investment in the Issuer, including its rights under the Option Contract, and may in the future change its present course of action.

The Reporting Person, from time to time, engages in commercial transactions with the Issuer in the regular course of business. Following the completion of the transactions described herein, the Reporting Person expects to continue to engage in such commercial transactions.

Except as noted above, the Reporting Person has no plans or proposals that relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation of securities of the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of


CUSIP No. 395304 10 8		SCHEDULE 13D		Page 5 of 9 Pages

the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any material change in the Issuer’s business or corporate structure; (g) changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) any action similar to any of those enumerated.

Item 5.

Interest in Securities of the Issuer.

(a) See rows 11 and 13 of the cover page for the Reporting Person above. Item 2 above and the description of the arrangements set forth in Item 6 are incorporated herein by reference.

(b) See rows 7 through 10 of the cover page for the Reporting Person above. Item 2 above and the description of the arrangements set forth in Item 6 are incorporated herein by reference.

(d) Not applicable.

(e) Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Pursuant to the Partial Assignment Agreement, the Reporting Person was assigned the Issuer’s right to purchase 3,000,000 Common Shares for $3,600,000 under the Purchase and Sale Agreement, dated as of January 27, 2010, by and between the Issuer and Ralph S. Janvey, in his capacity as the court-appointed Receiver for Stanford International Bank, Ltd., as amended on March 24, 2010.

The Closing Agreement sets forth certain representations and warranties, agreements and closing conditions relating to the Reporting Person’s purchase of the Common Shares pursuant to the Partial Assignment Agreement.

Pursuant to the NTR Irrevocable Proxy, the Reporting Person appointed Dr. Smith as its irrevocable proxy to vote its Common Shares with respect to any matter regarding the Issuer on which the Reporting Person may be entitled to vote. The proxy expires on May 25, 2014 unless earlier terminated as a result of (a) the Reporting Person’s exercise of its option to purchase Common Shares set forth in the Option Contract or (b) Dr. Smith’s death or the appointment of a legal guardian for Dr. Smith due to incapacity by reason of physical or mental condition.

The Lock-Up Agreement was entered into as of May 25, 2010 between the Issuer and the Reporting Person. Under the Lock-Up Agreement, the Reporting Person agreed,


CUSIP No. 395304 10 8		SCHEDULE 13D		Page 6 of 9 Pages

subject to certain limited exceptions, not to sell or transfer its Common Shares until May 25, 2011.

Pursuant to the Option Contract, Dr. Smith granted the Reporting Person an option to purchase 1,000,000 Common Shares owned by Dr. Smith. During the first two years after the execution of the Option Contract, the exercise price will be $6.00 per share and the release of Dr. Smith’s guaranty of the Issuer’s $1,500,000 line of credit with Texas Capital Bank, N.A. During the third and fourth years after the execution of the Option Contract, the exercise price will be $10.00 per share and the release of Dr. Smith’s guaranty of the Issuer’s $1,500,000 line of credit with Texas Capital Bank, N.A. The option expires on the fourth anniversary of the execution of the Option Contract if the option is not exercised by such date.

Pursuant to the Smith Irrevocable Proxy Agreement, Dr. Smith (or his legal guardian, executor, representative or heirs, as appropriate) agrees to appoint the Reporting Person as Dr. Smith’s irrevocable proxy to vote his Common Shares with respect to any matter regarding the Issuer on which Dr. Smith may be entitled to vote upon (a) the Reporting Person’s exercise of the option specified above or (b) Dr. Smith’s death or the appointment of a legal guardian for Dr. Smith due to incapacity by reason of physical or mental condition. If and when executed, the term of this proxy will be for the remainder of the four (4) year period commencing on the Effective Date of the Closing Agreement.

The Partial Assignment Agreement, the Closing Agreement, the NTR Irrevocable Proxy, the Lock-Up Agreement, the Option Contract and the Smith Irrevocable Proxy Agreement are incorporated herein by reference and are exhibits to this Statement. Any descriptions in this Statement of the Partial Assignment Agreement, the Closing Agreement, the NTR Irrevocable Proxy, the Lock-Up Agreement, the Option Contract and the Smith Irrevocable Proxy Agreement are qualified in their entirety by reference to the actual text of such documents.

Item 7.

Material to Be Filed as Exhibits.


99.1		Partial Assignment Agreement, dated as of May 25, 2010, by and between NTR Metals, LLC and DGSE Companies, Inc.

99.2		Closing Agreement, dated as of May 25, 2010, by and between NTR Metals, LLC, Dr. L.S. Smith and DGSE Companies, Inc.

99.3		NTR Irrevocable Proxy To Vote Shares In DGSE Companies, Inc., dated as of May 25, 2010, executed by NTR Metals, LLC in favor of Dr. L.S. Smith

99.4		Lock-Up Agreement, dated as of May 25, 2010, by and between NTR Metals, LLC and DGSE Companies, Inc.

99.5		Option Contract, dated as of May 25, 2010, by and between NTR Metals, LLC and Dr. L S. Smith

99.6		Agreement to Execute Smith Irrevocable Proxy, dated as of May 25, 2010, executed by Dr. L.S. Smith in favor of NTR Metals, LLC


CUSIP No. 395304 10 8		SCHEDULE 13D		Page 7 of 9 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: June 1, 2010


NTR METALS, LLC

By:		/s/ Carl D. Gum, III
Name:		Carl D. Gum, III
Title:		General Counsel and Secretary


CUSIP No. 395304 10 8		SCHEDULE 13D		Page 8 of 9 Pages

Schedule A

Executive Officers and Controlling Members of NTR Metals, LLC

Executive Officers of NTR Metals, LLC as of June 1, 2010


Name, Employer and Address	Title, Present Principal Occupation or Employment	County of Citizenship
John R. Loftus NTR Metals, LLC 10720 Composite Drive Dallas, TX 75220	President	United States

Carl D. Gum, III NTR Metals, LLC 10720 Composite Drive Dallas, TX 75220	General Counsel and Secretary	United States

Pithou Nuth NTR Metals, LLC 10720 Composite Drive Dallas, TX 75220	Treasurer	United States

Controlling Members of NTR Metals, LLC as of June 1, 2010

Name, Employer and Address

Title, Present Principal Occupation or Employment

County of Citizenship

John R. Loftus

NTR Metals, LLC

10720 Composite Drive

Dallas, TX 75220

President

United States


CUSIP No. 395304 10 8		SCHEDULE 13D		Page 9 of 9 Pages

EXHIBIT INDEX


Exhibit No.		Exhibit Description

99.1		Partial Assignment Agreement, dated as of May 25, 2010, by and between NTR Metals, LLC and DGSE Companies, Inc.

99.2		Closing Agreement, dated as of May 25, 2010, by and between NTR Metals, LLC, Dr. L.S. Smith and DGSE Companies, Inc.

99.3		NTR Irrevocable Proxy To Vote Shares In DGSE Companies, Inc., dated as of May 25, 2010, executed by NTR Metals, LLC in favor of Dr. L.S. Smith

99.4		Lock-Up Agreement, dated as of May 25, 2010, by and between NTR Metals, LLC and DGSE Companies, Inc.

99.5		Option Contract, dated as of May 25, 2010, by and between NTR Metals, LLC and Dr. L S. Smith

99.6		Agreement to Execute Smith Irrevocable Proxy, dated as of May 25, 2010, executed by Dr. L.S. Smith in favor of NTR Metals, LLC

EX-99.1 2 dex991.htm PARTIAL ASSIGNMENT AGREEMENT Partial Assignment Agreement

Exhibit 99.1

PARTIAL ASSIGNMENT AGREEMENT

This Partial Assignment Agreement (“Agreement”) is made and entered into effective as of the 25^th day of May, 2010 (“Effective Date”), by and among DGSE Companies, Inc., a Nevada corporation (hereinafter referred to as “Assignor” or “Company”), and NTR Metals, LLC, a Texas limited liability company (hereinafter referred to as “Assignee”).

WHEREAS, as of the Effective Date, there are 30,000,000 authorized shares of capital stock of Assignor (the “Shares”), of which there are 10,289,252 issued and outstanding Shares;

WHEREAS, Stanford International Bank, Ltd., an entity organized under the laws of Antigua, (hereinafter referred to as “SIBL”), is not a party to this Agreement. SIBL is a party-defendant in connection with pending litigation in the United States District Court, Northern District of Texas captioned Securities and Exchange Commission v. Stanford International Bank, Ltd., et al., Consolidated Case No. 3:09-CV-00298-N (the “SIBL Litigation”);

WHEREAS, in connection with the SIBL Litigation, Assignor and Ralph S. Janvey, in his capacity as the court-appointed Receiver for SIBL (“Receiver”), previously executed that certain Purchase and Sale Agreement dated January 27, 2010, as well as that certain Amendment to Purchase and Sale Agreement dated March 24, 2010 (collectively referred to as the “Company-SIBL Purchase Agreement” which is incorporated herein by reference thereto). Pursuant to the Company-SIBL Purchase Agreement, Assignor may assign its rights and obligations relating to the SIBL Equity Interest (as defined herein), in whole or in part, to one or more third-parties (each defined as a “Buyer”);

WHEREAS, as of the Effective Date, SIBL owns 3,377,361 Shares of the Company (which number includes 1,000 Shares identified in (d) below), and SIBL also owns warrants to purchase 422,814 additional Shares (collectively, the “SIBL Equity Interest”). Pursuant to the Company-SIBL Purchase Agreement, SIBL will: (a) sell all of the SIBL Equity Interest, (b) cancel all previously-issued warrants and/or options issued to SIBL, (c) cancel all previously-existing agreements between Assignor and SIBL and (d) convert all of the Company’s outstanding unsecured debt owed to SIBL (as set forth in the Company-SIBL Purchase Agreement) to 1,000 Shares of the Company (the “Company-SIBL Transaction”); and

WHEREAS, Assignor desires to assign to Assignee and Assignee desires to assume from Assignor the specific rights and obligations under the Company-SIBL Purchase Agreement and as set forth herein.

NOW THEREFORE, in consideration of the mutual covenants and consideration as described in this Agreement, the receipt and adequacy of which is hereby acknowledged, the parties agree that: subject to (3) below, Assignor hereby assigns to Assignee and Assignee assumes from Assignor certain rights of Assignor under the Company-SIBL Purchase Agreement as set forth herein. Specifically, the parties acknowledge and agree as follows:

(1) Assignee will pay Three Million Six Hundred Thousand and 00/100 Dollars ($3,600,000) (the “Purchase Price”), and Assignee will directly acquire 3,000,000 Shares of the SIBL Equity Interest as provided in Section 2(A) of the Company-SIBL Purchase Agreement (hereinafter the “Assigned Equity Interest”) from SIBL.

(2) SIBL will transfer the remaining portion of the SIBL Equity Interest (i.e. 377,361 Shares) (the “Remaining Equity Interest”) as designated by Assignor.

(3) Except as set forth above, Assignor and Assignee shall both have the rights as Buyers under the Company-SIBL Purchase Agreement, including rights in and interests to the obligations, duties, representations and warranties of SIBL under the Company-SIBL Purchase Agreement. Further, each of Assignee and Assignor (independent of the other) shall be deemed to make the representations and warranties as set forth in Section 7 of the Company-SIBL Purchase Agreement.

IN WITNESS WHEREOF, the undersigned have executed this Agreement effective as of the day and year first above written.


ASSIGNOR

DGSE COMPANIES, INC., a Nevada corporation

By:		/s/ Dr. L.S. Smith
Name:		Dr. L.S. Smith
Title:		Chief Executive Officer

ASSIGNEE

NTR METALS, LLC, a Texas limited liability company

By:		/s/ John R. Loftus
Name:		John R. Loftus
Title:		President

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EX-99.2 3 dex992.htm CLOSING AGREEMENT Closing Agreement

Exhibit 99.2

CLOSING AGREEMENT

This Closing Agreement (“Agreement”) is entered into effective as of the 25^th day of May, 2010 (“Effective Date”), by and among DGSE Companies, Inc., a Nevada corporation (hereinafter referred to as “Company”), Dr. L.S. Smith, an individual (hereinafter referred to as “Dr. Smith”) and NTR Metals, LLC, a Texas limited liability company (hereinafter referred to as “NTR”).

WHEREAS, as of the Effective Date, there are 30,000,000 authorized shares of capital stock of the Company (the “Shares”), of which there are 10,289,252 issued and outstanding Shares;

WHEREAS, as of the Effective Date, Dr. Smith (CEO and Chairman of the Company) owns 2,847,938 Shares of the Company, which number includes 945,634 unexercised stock options previously granted to Dr. Smith (the “Smith Equity Interest”);

WHEREAS, pursuant to the terms of this Agreement, at the time of Closing (as defined herein) NTR will acquire 3,000,000 Shares of the Company, subject to the terms and conditions as set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and consideration as described in this Agreement, the receipt and adequacy of which is hereby acknowledged, the parties agree as follows:

1. Company-SIBL Transaction. The parties acknowledge and agree that Stanford International Bank, LTD (“SIBL”), a non-party to this Agreement, currently owns 3,377,361 Shares of the Company (which number includes 1,000 Shares identified in subsection (e) below) and SIBL also owns warrants to purchase 422,814 additional Shares (the “SIBL Equity Interest”). Pursuant to that certain Purchase and Sale Agreement (and Amendment thereto) dated January 27, 2010 among the Company and the court-appointed Receiver for SIBL, as implemented in accordance with the Partial Assignment Agreement, (the “Company-SIBL Purchase Agreement”), SIBL will: (a) sell to NTR the SIBL Equity Interest as set forth in the Partial Assignment Agreement and in this Agreement, (b) transfer 377,361 Shares as designated by the Company, (c) cancel all previously issued warrants and/or options issued to SIBL, (d) cancel all previously existing agreements between the Company and SIBL and (e) convert all of the Company’s outstanding unsecured debt owed to SIBL (as set forth in the Company-SIBL Purchase Agreement) to 1,000 Shares of the Company (the “Company-SIBL Transaction”). The purchase price for the Company-SIBL Transaction is $3,600,000. Pursuant to the Company-SIBL Purchase Agreement, the Company may assign its rights and obligations under the Agreement, in whole or in part, to one or more third-parties (each defined as a “Buyer”).

2. Partial Assignment Relating to NTR Acquired Interest. Subject to satisfaction of the conditions and contingencies set forth in this Agreement and the execution and delivery of each of the Closing Documents as set forth in Section 9 herein, the parties agree as follows:

2.1 Pursuant to a Partial Assignment Agreement to be executed by the parties (“Partial Assignment Agreement”): (a) the Company shall make a partial assignment of the Company’s rights as a Buyer to NTR under the Company-SIBL Purchase Agreement, and (b)

upon Closing (as defined herein), NTR shall acquire directly from SIBL 3,000,000 Shares of the Company (the “NTR Acquired Interest”) for the Purchase Price, as defined herein. The parties acknowledge and agree that the remaining portion of the SIBL Equity Interest (i.e. 377,361 Shares) shall be transferred as designated by the Company.

2.2 The parties agree that the NTR Acquired Interest shall be transferred to NTR free and clear of any and all liens, claims, encumbrances, pledges, charges and security interests. NTR acknowledges that the Shares will be subject to a proxy in favor of Dr. L.S. Smith and a one year restriction on resale.

3. Purchase Price. The purchase price to be paid by NTR for the NTR Acquired Interest shall be Three Million Six Hundred Thousand and 00/100 Dollars ($3,600,000) (“Purchase Price”). Subject to satisfaction of the conditions and contingencies set forth in this Agreement, the Purchase Price shall be paid by wire transfer to be delivered to the court appointed Receiver for SIBL on the Closing Date (as defined herein).

4. Closing. Subject to satisfaction of the conditions and contingencies set forth in this Agreement, including the execution and delivery of each of the Closing Documents as referenced in Section 9 herein, and on the basis of the representations, warranties, covenants and agreements set forth herein and in the Closing Documents, the Closing shall take place simultaneously with the consummation of the Company-SIBL Transaction. The Closing shall take place within five (5) business days following the entry of a Court Order approving the Company-SIBL Transaction (“Sale Order”) by the United States District Court, Northern District of Texas in connection with the litigation captioned Securities and Exchange Commission v. Stanford International Bank, Ltd., et al., Consolidated Case No. 3:09-CV- 00298-N (the “SIBL Litigation”), unless such date is extended by the mutual agreement of the parties or otherwise mandated by the Court (“Closing Date”).

5. Piggyback Registration. The resale of 451,500 Shares of the NTR Acquired Interest are registered on that certain Form S-3/A, filed with the Securities and Exchange Commission (the “SEC”) on June 29, 2007, SEC Registration No. 333-143423 (the “Registered Shares”). The remaining 2,548,500 Shares of the NTR Acquired Interest remain restricted securities (the “Remaining Shares”). If, after the expiration of the one-year lock-up under the Lock-Up Agreement, such Form S-3/A is no longer effective, then for purposes of this Section 5, the Remaining Shares shall include the Registered Shares. If the Form S-3/A is effective at such time, the Company shall amend the Form S-3/A to specify NTR as a selling Stockholder.

5.1 Right to Piggyback Registration. If the Company, at any time proposes to register any of its securities for public sale under the Securities Act of 1933, as amended (the “Securities Act”) (except as provided in Section 5.2), whether for its own account or the account of others, on a form and in a manner which would permit registration of the Remaining Shares for sale to the public under the Securities Act (a “Piggyback Registration”), the Company will give prompt (but in no event less than thirty (30) days prior to the proposed date of filing the registration statement relating to such registration) written notice to NTR of its intention to do so, and upon the written request of NTR delivered to the Company within twenty (20) days after the giving of any such notice (which request shall specify the Remaining Shares intended to be disposed of by NTR), the Company will use its best efforts to effect, in connection with the

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registration of such other securities, the registration under the Securities Act of all of the Remaining Shares which the Company has been so requested to register by NTR (except as provided in Section 5.3), to the extent required to permit the disposition (in accordance with the same method of disposition as the Company proposes to use to dispose of the other securities) of the Remaining Shares to be so registered.

5.2 No Registration Requirement in the Event of a Mergers, Acquisition, Etc. The Company shall not be required to effect any registration of the Remaining Shares incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock option or other employee benefit plans of the Company.

5.3 Underwriter Limitation. If a Piggyback Registration is an underwritten registration and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Shares (the “Maximum Number”), the Company shall include the following securities in such registration up to the Maximum Number, and in accordance with the following priorities: (i) first, the securities the Company proposes to sell, (ii) second, up to the number of Remaining Shares requested to be included in such registration, and (iii) third, up to the number of any other securities requested to be included in such registration.

5.4 The Company shall indemnify and hold harmless, to the fullest extent permitted by law, NTR and each of its officers, directors, managers, members, partners, stockholders, employees and Affiliates and each Person who controls NTR (within the meaning of the Securities Act) against any losses, claims, actions, damages, liabilities, joint or several, and expenses (each, a “Loss”) arising out of or based upon (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, prospectus, free writing prospectus or preliminary prospectus or any amendment thereof or supplement thereto, any “roadshow” materials or in any application for listing on a national securities exchange, or (ii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, or (iii) any violation by the Company of the Securities Act, the Exchange Act or applicable “blue sky” laws, except insofar as the same are made in reliance and in conformity with information relating to NTR, furnished in writing to the Company by NTR, expressly for use therein, and the Company will reimburse NTR and each such officer, director, manager, member, partner, stockholder, employee, Affiliate and controlling Person for any legal or other expenses actually and reasonably incurred by them in connection with investigating, defending or settling any such Loss.

6. Representations and Warranties of Company. The Company represents and warrants to NTR as follows:

6.1 The execution and delivery of this Agreement and the Closing Documents, as well as the performance by the Company of its obligations hereunder and thereunder, have been duly authorized by all necessary corporate actions of the Company.

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6.2 This Agreement constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. No consent or approval by any person, entity, officer, director or governmental authority is required in connection with the execution and delivery by the Company of this Agreement or the consummation of the transactions contemplated hereby, which has not yet been obtained or will be obtained as provided herein.

6.3 There are no restrictions on the transfer or sale of the NTR Acquired Interest under any governing documents of the Company including the Articles of Incorporation dated September 17, 1965 as amended (“Articles”) and the By-Laws of the Company dated March 2, 1992 (“By-Laws”) or under any other shareholders’ agreement or otherwise, except for applicable voting rights restrictions (as set forth in the NTR Proxy as defined herein), as well as the one year restriction upon resale (as set forth in the Lock-Up Agreement).

6.4 The Company represents and warrants that NTR’s acquisition of the NTR Acquired Interest will be in compliance with all applicable existing laws, governmental rules and/or regulations. The Company further represents and warrants that (a) the Nevada Acquisition of Controlling Interest Act (Nevada Revised Code §78.378 through §78.3793) is not applicable to NTR’s acquisition of the NTR Acquisition Interest and/or the transactions contemplated herein, and (b) the Company has taken such action as necessary to approve NTR’s acquisition of the NTR Equity Interest for purposes of compliance with the Nevada Combinations With Interested Stockholders Act (Nevada Revised Code §78.411 through §78.444).

6.5 The Company represents and warrants that no liability to any broker or agent has been incurred with respect to the payment of any commission relating to this Agreement or the Closing Documents and/or the consummation of the transactions contemplated herein and therein.

6.6 Upon the parties’ execution of the Partial Assignment Agreement and NTR’s payment of the Purchase Price, NTR shall receive good, marketable title to the NTR Acquired Interest, free and clear of any and all liens, claims, encumbrances, pledges, charges and security interests.

6.7 The above representations and warranties of the Company are true and accurate upon the Effective Date and will be true and accurate on the Closing Date.

7. Representations and Warranties of NTR. NTR represents and warrants to Company as follows:

7.1 The execution and delivery of this Agreement and the Closing Documents, as well as the performance by NTR its obligations hereunder and thereunder, have been duly authorized by all necessary company actions of NTR.

7.2 This Agreement constitutes a valid and binding obligation of NTR, enforceable against NTR in accordance with its terms. No consent or approval by any person, entity, officer, director or governmental authority is required in connection with the execution and delivery by NTR of this Agreement or the consummation of the transactions contemplated hereby, which has not yet been obtained or will be obtained as provided herein.

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7.3 NTR represents and warrants that no liability to any broker or agent has been incurred with respect to the payment of any commission relating to this Agreement or the Closing Documents and/or the consummation of the transactions contemplated herein and therein.

7.4 The above representations and warranties of NTR are true and accurate upon the Effective Date and will be true and accurate on the Closing Date.

8. Conditions to Consummation of the Transactions. The obligations of each party to consummate the transactions provided for in this Agreement and/or the Closing Documents are subject to the satisfaction or waiver, at or prior to the Closing Date, of the following conditions:

8.1 Approvals. All authorizations, consents and approvals, if any, of, and filings, if any, with, any governmental authority, including, but not limited to the SEC, or other third parties (including the Company’s lenders), that are required for the Company to validity execute, deliver and/or perform the Company-SIBL Purchase Agreement, this Agreement and each of the Closing Documents, or to consummate the transactions provided for in this Agreement and/or the Closing Documents shall have been obtained or made.

8.2 Consummation of Company-SIBL Transaction. The Company and SIBL shall have performed all obligations under the terms of the Company-SIBL Purchase Agreement, including, but not limited to:

(a)

Cancellation of all previously-issued warrants and/or options issued to SIBL;

(b)

Cancellation of all previously-existing agreements between the Company and SIBL; and

(c)

Conversion of all of the Company’s outstanding unsecured debt owed to SIBL (as set forth in the Company-SIBL Purchase Agreement) to 1,000 Shares of the Company.

8.3 Court Entry of Sale Order. The United States District Court, Northern District of Texas in connection with the SIBL Litigation shall have entered a Sale Order approving the Company-SIBL Transaction and no stay of such Sale Order shall be in effect.

8.4 Delivery of Closing Documents. The parties shall have executed and delivered each of the Closing Documents as identified in Section 9 herein.

8.5 Compliance with Agreements. The parties shall have performed each agreement, and shall have complied with each covenant, to be performed or complied with by the parties pursuant to this Agreement and/or the Closing Documents on or prior to the Closing Date.

8.6 Pending Action. No action, suit or proceeding is threatened or pending, and no injunction, order, decree or ruling is in effect, seeking to restrain or prohibit, or to obtain

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damages or other relief in connection with, the execution and delivery of this Agreement, the Closing Documents or the consummation of the transactions contemplated herein or therein.

8.7 Issuance of Certificates. The certificates representing the NTR Acquired Interest will be transferred directly to NTR from SIBL via Registrar and Transfer Company (the “Transfer Agent”). The NTR Acquired Interest will be distributed among one or more certificates as indicated in a Letter of Instruction provided to the Transfer Agent by the Receiver.

8.8 Transfer of NTR Acquired Interest. NTR shall have acquired the NTR Acquired Interest, free and clear of any and all liens, claims, encumbrances, pledges, charges and security interests.

8.9 Payment of Purchase Price. NTR shall have paid the Purchase Price to SIBL, as stated in Section 3 hereinabove.

8.10 Representations True. The representations and warranties of the parties made in this Agreement and/or the Closing Documents shall be true and correct upon the Closing Date.

9. Execution and Delivery of Closing Documents. On or before the Closing Date, the parties shall execute and/or deliver the following documents (“Closing Documents”):

9.1 On or before the Closing Date the parties shall execute and deliver this Agreement and each of the following documents (“Closing Documents”):

(a)

Partial Assignment Agreement between the Company and NTR in the form attached hereto as Exhibit “A”;

(b)

Option Contract between Dr. Smith and NTR in the form attached hereto as Exhibit “B”;

(c)

NTR Irrevocable Proxy (“NTR Proxy”) between NTR and Dr. Smith in the form attached hereto as Exhibit “C-1”, and an Agreement to Execute Irrevocable Proxy from Dr. Smith to NTR (the “Agreement to Execute Smith Proxy”), attached hereto as Exhibit “C-2”;

(d)

Lock-up Agreement in the form attached hereto as Exhibit “D”;

(e)

Waiver of Dr. Smith of Change of Control provisions contained in his Employment Agreement with the Company in the form attached hereto as Exhibit “E”.

(f)

Waiver of William Oyster of Change of Control provisions contained in his Employment Agreement with the Company in the form attached hereto as Exhibit “F”;

(g)

Resolution of the Board of Directors of Company authorizing and approving the execution and delivery of this Agreement and the Closing Documents, as well as

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the consummation of the transactions contemplated herein and therein in the form attached hereto as Exhibit “G”;

(h)

Resolution or Unanimous Consent of the NTR Members authorizing and approving the execution and delivery of this Agreement and the Closing Documents, as well as the consummation of the transactions contemplated herein and therein in the form attached hereto as Exhibit “H”; and

(i)

Sale Order.

(j)

Subject to NTR’s prior receipt and reasonable approval of the form of Buyer’s Release (as identified in Section 1(D) of the Company-SIBL Purchase Agreement), an executed Buyer’s Release of claims against the court-appointed Receiver of SIBL.

9.2 The parties acknowledge and agree the terms and conditions of this Agreement, including the representations and warranties of the parties as set forth herein, shall control and govern as to each Closing Document executed and/or delivered by the parties in connection herewith, including the Partial Assignment Agreement.

10. Post-Closing Covenants.

10.1 The Company shall be responsible for payment of all taxes, if any, assessed with respect to the NTR Acquired Interest prior to Closing. Further, the Company shall be responsible for payment of all sales and transfer taxes (including, without limitation, documentary transfer) and similar fees and taxes, if any, payable in connection with the transfer of the NTR Acquired Interest to NTR and the consummation of the transactions contemplated herein.

10.2 Prior to NTR’s exercise of the Option (as defined in the Option Contract), the Company shall:

(a)

reaffirm the Company’s representations and warranties that the Nevada Acquisition of Controlling Interest Act is not applicable to NTR’s exercise of the Option and/or the transactions contemplated therein.

(b)

take such action as necessary to approve NTR’s exercise of the Option, and the transactions contemplated thereby, for purposes of compliance with the Nevada Combinations With Interested Stockholders.

10.3 The Company shall execute and deliver, at the Company’s own expense, such further instruments and documents as may be reasonably requested by NTR to satisfy any of the Company’s obligations hereunder and/or to complete any of the transactions contemplated hereby.

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11. Direct Claims and Indemnification.

11.1 Direct Claims. Each party agrees to pay and reimburse the other party for any damages resulting from or arising out of any breach of, or failure to perform, any obligation, representation and/or warranty of such party under this Agreement.

11.2 Third-Party Claims. Each party agrees to defend, indemnify and hold the other party harmless from and against any and all third-party claims (including claims of shareholders of the Company), causes of action, suits, penalties, losses, damages and expenses of any nature incurred or suffered, arising out of or in connection with the breach of, or failure to perform, any obligation, representation or warranty of such party under this Agreement.

11.3 Attorneys’ Fees. In the event of litigation arising under Section 11, the nonprevailing party shall pay the other party’s reasonable attorneys’ fees and expenses.

12. Miscellaneous.

12.1 Waivers and Amendments. This Agreement or any provision hereof may be amended, waived, discharged or terminated only by a statement in writing signed by all of the parties hereto.

12.2 Governing Law; Jurisdiction; Choice of Venue and Forum. This Agreement has been prepared, is being executed and delivered, and is intended to be performed, in the State of Texas, and the substantive laws of Texas shall govern the validity, construction, enforcement, and interpretation of this Agreement. The parties shall have the right, but not the obligation, to apply to a court of competent jurisdiction within Dallas County, Texas to enjoin any breach of this Agreement or to seek specific performance of this Agreement. Excepting the right of a party to seek such injunctive relief, all claims, disputes and matters in question arising out of or related to this Agreement, whether sounding in contract, tort or otherwise, shall be resolved by binding arbitration, administered by the American Arbitration Association (“AAA”) pursuant to its then current AAA Commercial Arbitration Rules (“Rules”). The dispute shall be heard and determined by one (1) arbitrator. Within thirty (30) days of the notification of a party’s intent to proceed with arbitration, the parties shall mutually agree upon and designate an arbitrator. If the parties fail to designate an arbitrator within the time specified, then the arbitrator shall be appointed by the AAA. The arbitrator shall decide whether a particular dispute is or is not arbitrable. The costs of the arbitrator shall be divided equally between the parties. Only damages alleged pursuant to this Agreement may be awarded, and the arbitrator shall have no authority to award punitive or exemplary damages, the parties hereby waiving their right, if any, to recover punitive or exemplary damages, either in arbitration or in litigation. The arbitration shall take place in Dallas, Texas. Judgment on the award may be entered in any court having jurisdiction.

12.3 Entire Agreement. This Agreement and the Closing Documents delivered pursuant hereto constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof and they supersede, merge and render void every other prior written and/or oral understanding or agreement among or between the parties hereto. This Agreement supersedes all agreements previously made between the parties relating to its

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subject matter. There are no other understandings or agreements between the parties concerning the matters set forth herein.

12.4 Severability. In case any provision of this Agreement shall be found by a court of law to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby.

12.5 Brokers’ Fees and/or Expenses. The parties agree that if any claims for commissions, fees or other compensation, including, without limitation, brokerage fees, finder’s fees, or commissions are ever asserted against a party in connection with this Agreement and the Closing Documents or the transactions contemplated herein or therein, based upon that party’s dealings or activities, all such claims shall be handled and paid by the party against whom such claims have been made and the party shall indemnify, defend (with counsel reasonably satisfactory to the other party), protect and save and hold the other party harmless from and against any and all such claims or demands asserted by any person, firm or corporation. Notwithstanding the foregoing, the parties acknowledge and agree that no party shall have any obligation or liability relating to any broker’s commissions or fees incurred by SIBL in connection with the Company-SIBL Transaction.

12.6 Expenses. Except as otherwise stated in Sections 6.6 and 6.7 hereinabove, each of the parties hereto shall each bear their own expenses and legal fees in connection with the preparation and execution of this Agreement and the Closing Documents and the consummation of the transactions contemplated herein and therein.

12.7 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. Facsimile signatures are as binding as original signatures for all purposes hereunder.

12.8 Non-Waiver. No delay or failure by a party to exercise any rights under this Agreement, and no partial or single exercise of that right, shall constitute a waiver of that or any other right, unless otherwise expressly provided herein.

12.9 Headings. Headings in this Agreement are for convenience only and shall not be used to interpret or construe its provisions.

12.10 Necessary Acts. Each of the parties hereto agrees that it will do any act or thing and will execute any and all instruments necessary and/or proper to make effective the provisions of this Agreement.

12.11 Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, executors, successors and assigns. Notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement, expressed or implied, is intended to confer on any person other than the parties hereto or their respective heirs, executors, successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.

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IN WITNESS WHEREOF, the parties have signed this Closing Agreement effective as of the date first written hereinabove.


NTR METALS, LLC, a Texas limited liability company

By:		/s/ John R. Loftus
Name:		John R. Loftus
Title:		President

COMPANY

DGSE COMPANIES, INC., a Nevada corporation

By:		/s/ Dr. L.S. Smith
Name:		Dr. L.S. Smith
Title:		Chairman

DR. L.S. SMITH

/s/ Dr. L.S. Smith
Dr. L.S. Smith

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Exhibit “A”

Form of Partial Assignment Agreement

Exhibit “B”

Form of Option Contract

Exhibit “C-1”

Form of NTR Irrevocable Proxy

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Exhibit “C-2”

Form of Agreement to Execute Smith Irrevocable Proxy

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Exhibit “D”

Form of Lock-Up Agreement

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Exhibit “E”

Form of Waiver Agreement (Dr. Smith)

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Exhibit “F”

Form of Waiver Agreement (William Oyster)

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Exhibit “G”

Secretary’s Certificate of DGSE Companies, Inc.

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Exhibit “H”

Secretary’s Certificate of NTR Metals, LLC

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EX-99.3 4 dex993.htm NTR IRREVOCABLE PROXY TO VOTE SHARES IN DGSE COMPANIES, INC. NTR Irrevocable Proxy To Vote Shares In DGSE Companies, Inc.

Exhibit 99.3

NTR IRREVOCABLE PROXY TO VOTE

SHARES IN

DGSE COMPANIES, INC.

May 25, 2010

This Irrevocable Proxy to Vote Shares (this “Proxy”) is made and entered into effective as of the 25 ^th day of May, 2010 (the “Effective Date”), by and between NTR METALS, LLC, a Texas limited liability company (“NTR”) and DR. L.S. SMITH, an individual and a resident of the State of Texas (“Dr. Smith”).

WHEREAS, NTR has acquired 3,000,000 shares (the “NTR Shares”) of DGSE Companies, Inc., a Nevada Corporation (“DGSE”), from Stanford International Bank, LTD, an entity organized under the laws of Antigua (“SIBL”), pursuant to (i) that certain Purchase and Sale Agreement (and amendment thereto) dated January 27, 2010, by and among DGSE and the court-appointed receiver for SIBL (the “DGSE-SIBL Purchase Agreement”); (ii) that certain Partial Assignment Agreement, dated May 25, 2010, by and among DGSE and NTR (the “Partial Assignment Agreement”); and (iii) that certain Closing Agreement, dated May 25, 2010 by and among DGSE, Dr. Smith, and NTR (the “Closing Agreement”).

NOW, THEREFORE, in consideration of the mutual covenants and consideration as described in this Proxy, the receipt and adequacy of which is hereby acknowledged, the parties agree as follows:

(1) NTR hereby nominates and appoints Dr. Smith as the attorney or proxy to represent NTR and vote the percentage interest in DGSE represented by the NTR Shares and any other votes or voting rights to which it may be entitled by virtue of NTR’s ownership of the Shares, with respect to any matter regarding DGSE on which NTR may be entitled to vote.

(2) This proxy is given voluntarily and without any solicitations by any agent of DGSE. This proxy is irrevocable and coupled with an interest, and will remain in effect as to the Shares for so long as NTR owns the NTR Shares, up to a maximum period of four (4) years from the Effective Date; provided, however that this proxy will terminate upon the occurrence of any of the following certain events (each a “Trigger Event”):

(i)

NTR’s exercise of the Option to purchase the Stock Option Shares (as those terms are defined in that certain Option Contract, dated May 25, 2010, by and among DGSE and NTR (the “Option Contract”));

(ii)

The death of Dr. Smith; or

(iii)

Appointment of a legal Guardian for Dr. Smith due to incapacity by reason of physical or mental condition.

IN WITNESS WHEREOF, the undersigned has signed this proxy on the date above first written.


NTR METALS, LLC

By:		/s/ John R. Loftus
Name:		John R. Loftus
Title:		President

DR. L.S. SMITH

/s/ Dr. L.S. Smith

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EX-99.4 5 dex994.htm LOCK-UP AGREEMENT Lock-Up Agreement

Exhibit 99.4

LOCK-UP AGREEMENT

THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of May 25, 2010, by and between DGSE Companies, Inc., a Nevada corporation (the “Company”), and NTR Metals, LLC, a Texas limited liability company (the “Stockholder”), which is becoming a shareholder of the Company pursuant to the repurchase of 3,000,000 shares (the “Shares”) of the Company’s common stock (the “Common Stock”) as contemplated by (i) the Purchase and Sale Agreement (and amendment thereto), dated January 27, 2010, by and among the Company and the court-appointed receiver for Stanford International Bank, LTD (the “SIBL Purchase Agreement”); (ii) the Partial Assignment Agreement, dated May 25, 2010, by and among the Company and the Stockholder (the “Partial Assignment Agreement”); and (iii) the Closing Agreement, dated May 25, 2010, by and among the Company, the Stockholder, and Dr. L.S. Smith, an individual (the “Closing Agreement,” and together with the SIBL Purchase Agreement, the Partial Assignment Agreement and this Agreement, the “Agreements”).

WHEREAS, in conjunction with the transactions contemplated in the Agreements, Stockholder is entitled to receive the Shares at Closing Date (as that term is defined in the Closing Agreement) on the terms and conditions set forth in more detail in the Agreements; and

WHEREAS, in order to facilitate the consummation of the transactions contemplated by the Agreements and to provide for an orderly market for the Common Stock, the Stockholder has agreed to enter into this Agreement on or before the Closing Date (as that term is defined in the Closing Agreement) and to thereby restrict the sale, offer for sale, pledge, assignment, transfer, conveyance, hypothecation, alienation or any other disposition of the Shares received by the Stockholder, all on the terms set forth below.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

(1) Except as otherwise provided herein, Stockholder expressly agrees that it will not make or cause to be made any sale, offer for sale, transfer, pledge, assignment, conveyance, hypothecation, alienation or any other disposition, of the Shares received by the Stockholder, without Company’s prior written consent, earlier than the one-year anniversary of the date on which the Shares were transferred to Stockholder.

(2) a. In the event of a firmly-underwritten public offering of the Company’s Common Stock or other equity interest of the Company for the account of the Company registered under the Securities Act of 1933, as amended (the “1933 Act”) by a nationally recognized investment bank resulting in at least US $35,000,000 in gross proceeds (before underwriters’ discounts and selling commissions) to the Company (the “Public Offering”), Stockholder agrees that for a period of one hundred eighty (180) days commencing on the effective date of the registration statement filed under the 1933 Act relating to the Public Offering (the “Lock-up Period”), Stockholder will not offer, sell, contract to sell, grant any option for the sale of, or otherwise dispose of, directly or indirectly, any of the Common Stock received by the Stockholder. In order to enable the Company to enforce the aforesaid restrictions on transfer, Stockholder hereby agrees that the Company may impose stop-transfer instructions

with respect to Common Stock received by the Stockholder, owned beneficially or of record by Stockholder until the end of such one hundred eighty (180) day period.

(b)

In the event that the Financial Industry Regulatory Authority (“FINRA”), or any other state or federal regulatory authority requires that the Lock-Up Period be extended in connection with the Public Offering, Stockholder agrees that he will execute any agreements and other documents to extend the Lock-Up Period to the extent required by FINRA or such other regulatory authority.

(c)

The restrictions set forth in this Section 2 may be waived by the board of directors of the Company if it determines in good faith and in the exercise of its fiduciary duties that such waiver would be in the best interests of the Company and its stockholders for any valid business purpose, including, without limitation, to increase the liquidity of the Common Stock.

(3) To the extent not inconsistent with applicable law, if any or all of the Shares received by the Stockholder are included in a registration statement, Stockholder agrees not to effect any public sale or distribution of the issue being registered or a similar security of the Company, or any securities exercisable for such securities, including a sale pursuant to Rule 144 under the 1933 Act, during the fourteen (14) days prior to, and during the one hundred eighty (180) day period beginning on, the effective date of such registration statement (except as part of the registration), if and to the extent requested by the managing underwriter or underwriters in the case of an underwritten public offering.

(4) In the event of a tender offer to purchase all or substantially all of the Company’s issued and outstanding securities, including all of the securities owned by the Company, or a merger, consolidation or other reorganization with or into an unaffiliated entity, and if the requisite number of the record and beneficial owners of Company securities then outstanding are voted in favor of such tender offer, merger, consolidation or reorganization, and such tender offer, merger, consolidation or reorganization is completed, this Agreement shall terminate in order to permit the Stockholder to participate in such event, and the Common Stock restricted pursuant hereto shall be immediately released from the restrictions contained herein.

(5) The restrictions covered by this Agreement shall be appropriately adjusted should the Company make a dividend or distribution, undergo a forward split or a reverse split or otherwise reclassify its shares of Common Stock.

(6) This Agreement may be executed in any number of counterparts with the same force and effect as if all parties had executed the same document.

(7) All notices, instructions or other communications required or permitted to be given pursuant to this Agreement shall be given in writing and delivered by certified mail, return receipt requested, overnight delivery or hand-delivered to all parties to this Agreement, to the Company at 11311 Reeder Road, Dallas, Texas 75229, Attn: Dr. L.S. Smith, and to the Stockholder at the address set forth on the signature page. All notices shall be deemed to be CLI-1800860v2 given on the same day if delivered by hand or on the following business day if sent by overnight delivery or the second business day following the date of mailing.

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(8) The sale and transfer restrictions on the Shares set forth in this Agreement shall be in addition to all other restrictions on transfer imposed by applicable United States and state securities laws, rules and regulations.

(9) This Agreement sets forth the entire understanding of the parties hereto with respect to the subject matter hereof, and may not be amended except by a written instrument executed by the parties hereto. Each party to this Agreement hereby acknowledges that it has not received or relied upon any statements or representations by any other party or its agents which are not expressly set forth herein.

(10) This Agreement shall be governed by and construed in accordance with the laws of the State of Texas applicable to contracts entered into and to be performed wholly within said State; and Company and the Stockholder agree that any action based upon this Agreement may be brought exclusively in the United States and state courts located in Texas, and each submits itself to the jurisdiction of such courts for all purposes hereunder.

(11) In the event of default hereunder, the non-defaulting parties shall be entitled to recover reasonable attorney’s fees incurred in the enforcement of this Agreement.

IN WITNESS WHEREOF, the undersigned have duly executed and delivered this Agreement as of the day and year first above written.


DGSE COMPANIES, INC.

By:		/s/ Dr. L.S. Smith
Name:		Dr. L.S. Smith
Title:		Chief Executive Officer

STOCKHOLDER: NTR METALS, LLC
STOCKHOLDER: NTR METALS, LLC

By:		/s/ John R. Loftus
Name:		John R. Loftus
Title:		President
Address:		10720 Composite Drive Dallas, Texas 75220

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EX-99.5 6 dex995.htm OPTION CONTRACT Option Contract

Exhibit 99.5

OPTION CONTRACT

THIS OPTION AGREEMENT (“Agreement”) is entered into this 25^th day of May, 2010, by and between Dr. L.S. Smith, an individual (“Smith” or “Grantor”) and NTR Metals, LLC, a Texas limited liability company (“NTR” or “Grantee”).

WHEREAS, Grantor and Grantee are each parties to that certain Closing Agreement (the “Closing Agreement”), dated as of May 25, 2010, by and between Grantor, Grantee, and DGSE Companies, Inc., a Nevada corporation (“DGSE”); and

WHEREAS, the parties wish to provide a mechanism whereby the Grantee may acquire certain equity interests owned by the Grantor.

NOW, THEREFORE, the parties, for good and valuable consideration the receipt and adequacy of which is hereby acknowledged, do hereby agree as follows:

1. Grant of Option. Grantor does hereby grant to Grantee the option (the “Option”) to purchase from the Grantor 1,000,000 shares of the common stock of DGSE (the “Stock Option Shares”).

2. Right to Exercise. Grantee shall have the right to exercise this option commencing as of the date of Closing (as that term is defined in the Closing Agreement).

3. Exercise Periods and Prices.

(a) Years 1 and 2. In the event that the Grantee exercises the Option during the first two years following the date of Closing (as that term is defined in the Closing Agreement), the exercise price (the “Exercise Price”) payable to the Grantor by the Grantee shall be (i) six dollars ($6.00) per share; AND (ii) the release of the Grantor as guarantor for DGSE’s $1,500,000 line of credit with Texas Capital Bank, N.A.

(b) Years 3 and 4. In the event that the Grantee exercises the Option during the third or fourth years following the date of Closing, the Exercise Price payable to the Grantor by the Grantee shall be (i) ten dollars ($10.00) per share; AND (ii) the release of the Grantor as guarantor for DGSE $1,500,000 line of credit with Texas Capital Bank, N.A.

4. Manner and Method of Exercise.

(a) Notice of Exercise. Grantee shall only exercise the Option in whole, and not in part. Grantee must notify the Grantor of its execution of the Option by delivering this Agreement with the duly executed Notice of Exercise attached hereto.

(b) Option Closing. Subject to the terms and conditions set forth in this Agreement, the parties will make arrangements to transfer the Stock Option Shares on a mutually agreed upon date which will be within sixty (60) days of delivery of the Notice of Exercise (“Closing Date”).

5. Representations and Warranties of Grantor. Grantor represents and warrants to Grantee as follows:

(a) This Agreement constitutes a valid and binding obligation of Grantor, enforceable against Grantor in accordance with its terms. No consent or approval by any person, entity, officer, director or governmental authority is required in connection with the execution and delivery by Grantor of this Agreement or the consummation of the transactions contemplated hereby, which has not yet been obtained or will be obtained as provided herein.

(b) Except as otherwise set forth in the Closing Agreement or the Closing Documents (as defined in the Closing Agreement), to the current actual knowledge of Grantor there are no restrictions on the transfer or sale of the Stock Option Shares under any governing documents of DGSE, including the Articles of Incorporation dated September 17, 1965 as amended (“Articles”) and the By-Laws of DGSE dated March 2, 1992 (“By- Laws”) or under any other agreement.

(c) Grantor represents and warrants that no liability to any broker or agent has been incurred with respect to the payment of any commission relating to this Agreement or the consummation of the transactions contemplated herein and therein.

(d) Upon the satisfaction of the conditions set forth in Section 6 below and the transfer to Grantee of the Stock Option Shares, Grantee shall receive good, marketable title to the Stock Option Shares, free and clear of any and all liens, claims, encumbrances, pledges, charges and security interests.

(e) The above representations and warranties of Grantor are true and accurate upon the date of execution of this Agreement and will be true and accurate on the Closing Date.

6. Conditions to Closing. On the Closing Date, the parties shall execute and/or deliver the following:

(a) Grantee shall make payment in full of the Exercise Price by check or wire transfer of immediately available funds in U.S. Dollars.

(b) Grantor shall have made arrangements to transfer the Stock Option Shares to Grantee.

(d) Grantee will reaffirm the representations and warranties set forth in Section 7 of the Closing Agreement.

(e) Acknowledgment by Grantor of the termination of the NTR Irrevocable Proxy.

(f) Consummation of the Agreement to Execute Smith Proxy.

(g) Each party shall deliver such legal opinions and other documents as appropriate for compliance with securities laws.

7. Expiration. The Option granted herein shall expire, if unexercised, on the four (4) year anniversary date of Closing.

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8. Adjustments. The number of Stock Option Shares covered by this Agreement shall be appropriately adjusted should DGSE make a dividend or distribution, undergo a forward split or a reverse split or otherwise reclassify its shares of common stock.

9. Invalid Provision. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted.

10. Modification. No change or modification of this Agreement shall be valid unless the same is in writing and signed by all the parties to this Agreement.

11. Successors and Assigns. This agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors, and assigns.

12. Notice. Any notice, demand, offer, or other written instrument required or permitted to be given, made, or sent hereunder, shall be in writing, signed by the party giving or making the same, and shall be sent by registered mail to all parties hereto, simultaneously, at their respective addresses as reflected in the Company’s records. The date by mailing of any offer, demand, notice or instrument shall be deemed to be the date of such offer, demand, notice or instrument, and shall be effective from such date.

13. Duty to Cooperate. Each party to this Agreement agrees to perform any further acts, and to execute and deliver any documents which may be reasonably necessary to carry out the provisions of this Agreement. Each party hereby directs and authorizes the personal representative of his estate to fulfill and comply with the provisions of, and to sell and transfer his equity interests in compliance with the terms of this Agreement.

14. Agreement Governed by Texas Law. The parties hereto agree that it is their intention, and covenant that this Agreement shall be governed by and construed in accordance with the laws of the State of Texas. The parties shall have the right, but not the obligation, to apply to a court of competent jurisdiction within Dallas County, Texas to enjoin any breach of this Agreement or to seek specific performance of this Agreement. Excepting the right of a party to seek such injunctive relief, all claims, disputes and matters in question arising out of or related to this Agreement, whether sounding in contract, tort or otherwise, shall be resolved by binding arbitration, administered by the American Arbitration Association (“AAA”) pursuant to its then current AAA Commercial Arbitration Rules (“Rules”). The dispute shall be heard and determined by one (1) arbitrator. Within thirty (30) days of the notification of a party’s intent to proceed with arbitration, the parties shall mutually agree upon and designate an arbitrator. If the parties fail to designate an arbitrator within the time specified, then the arbitrator shall be appointed by the AAA. The arbitrator shall decide whether a particular dispute is or is not arbitrable. The costs of the arbitrator shall be divided equally between the parties. Only damages alleged pursuant to this Agreement may be awarded, and the arbitrator shall have no authority to award punitive or exemplary damages, the parties hereby waiving their right, if any, to recover punitive or exemplary damages, either in arbitration or in litigation. The arbitration shall take place in Dallas, Texas. Judgment on the award may be entered in any court having jurisdiction.

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15. Attorneys’ Fees. In any action at law or in equity to enforce any of the provisions or rights under this Agreement, the unsuccessful party of such litigation, as determined by the Court in a final nonappealable judgment or decree, shall pay the substantially prevailing party or parties all costs, expenses, and reasonable attorneys’ fees incurred therein by such party or parties (including, without limitation, such costs, expenses, and fees on any appeals), and if such successful party shall recover judgment in any such action or proceeding, such costs, expenses, and attorneys’ fees shall be included as part of such judgment.

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Dated May 25, 2010


NTR METALS, LLC, a Texas limited liability company

/s/ John R. Loftus
By:		John R. Loftus
Its		President

DR. L.S. SMITH, an individual

/s/ Dr. L.S. Smith
Dr. L.S. Smith

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NOTICE OF EXERCISE

The undersigned hereby irrevocably elects to exercise the Option dated May 25, 2010 to the extent of purchasing 1,000,000 shares of the common stock of DGSE Companies, Inc. The undersigned hereby further agrees to make payment of $ in payment of the aggregate Exercise Price of such equity interests pursuant thereto payable at the time of Closing of the transfer of the Stock Option Shares.


NTR METALS, LLC,
a Texas limited liability company

By:
its

Dated: May 25, 2010

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EX-99.6 7 dex996.htm AGREEMENT TO EXECUTE SMITH IRREVOCABLE PROXY Agreement to Execute Smith Irrevocable Proxy

Exhibit 99.6

AGREEMENT TO EXECUTE SMITH IRREVOCABLE PROXY

This Agreement to Exercise Smith Irrevocable Proxy (“Agreement”) is made and entered into effective as of the 25^th day of May, 2010 (“Agreement Effective Date”), by and among Dr. L.S. Smith, Individually (“Dr. Smith”) and NTR Metals, LLC, a Texas limited liability company (“NTR”).

WHEREAS, Dr. Smith and NTR are each parties to that certain Closing Agreement of even date herewith (the “Closing Agreement”) by and between Dr. Smith, NTR and DGSE Companies, Inc., a Nevada corporation (“DGSE”). Pursuant to the Closing Agreement, including the agreements and documents identified therein (the “Closing Documents”), NTR acquired 3,000,000 shares of the issued and outstanding capital stock of DGSE (the “NTR Shares”);

WHEREAS, Dr. Smith and NTR are each parties to that certain Option Contract of even date herewith (the “Option Contract”) whereby Dr. Smith granted NTR the option to purchase from Dr. Smith 1,000,000 shares of DGSE (the “NTR Stock Option”), subject to the terms and conditions set forth therein;

WHEREAS, Dr. Smith and NTR are each parties to that certain NTR Irrevocable Proxy to Vote Shares in DGSE Companies, Inc. of even date herewith (the “NTR Proxy”) whereby NTR appointed Dr. Smith as the attorney or proxy to vote the percentage interest in DGSE represented by the NTR Shares with respect to matters regarding DGSE on which NTR may otherwise be entitled to vote the NTR Shares (the “NTR Voting Rights”), subject to the terms and conditions stated therein; and

WHEREAS, as of the Agreement Effective Date, Dr. Smith owns 2,847,938 shares of DGSE, including 945,634 unexercised stock options (the “Smith Shares”). Further, as of the Agreement Effective Date, there are 493,282 shares of DGSE that are subject to proxies (excluding the NTR Proxy) to vote the shares owned by other persons pursuant to which Dr. Smith holds sole voting power (the “Third-Party Proxies”).

WHEREAS, in connection with the Smith Shares and the Proxies, Dr. Smith has voting rights relating to matters regarding DGSE (the “Smith Voting Rights”).

NOW THEREFORE, in consideration of the mutual covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Term of Agreement. The term of this Agreement (“Term”) shall be for a period of four (4) years commencing on the Agreement Effective Date.

2. Grant of Right to Smith Voting Rights. As part of the consideration for NTR to enter into and perform its obligations under the Closing Agreement and the Closing Documents, during the Agreement Term, Dr. Smith agrees to grant NTR an irrevocable right to the Smith Voting Rights upon the occurrence of any of the following events (each a “Trigger Event”):

(a)

NTR’s exercise of the NTR Stock Option;

(b)

The death of Dr. Smith; or

(c)

The appointment of a legal Guardian for Dr. Smith due to incapacity by reason of physical or mental condition (“Incapacity”).

3. Smith Proxy. Dr. Smith agrees that within thirty (30) days of the occurrence of a Trigger Event, Dr. Smith (or, if applicable, one of the persons as set forth in Section 4 below) will execute the Smith Irrevocable Proxy to Vote Shares in DGSE Companies, Inc. in the form attached hereto as Exhibit A (the “Smith Proxy”). Upon execution of the Smith Proxy, the Smith Proxy shall remain in effect for the Relevant Proxy Period as set forth therein.

4. Execution of Smith Proxy. In order to confirm such agreement and obligation of Dr. Smith by separate document, Dr. Smith agrees that upon the occurrence of a Trigger Event (in the event that Dr. Smith is incapacitated or otherwise unable to sign the Smith Proxy), Dr. Smith’s legal guardian, executor, representative and/or heirs will sign the attached Smith Proxy.

5. Power of Attorney. In the event that Dr. Smith or his legal guardian, executor, representative and/or heirs fail to execute the Smith Proxy within thirty (30) days of the occurrence of a Trigger Event, Dr. Smith, for himself and on behalf of his legal guardian, executor, representative and/or heirs, hereby grants NTR a power of attorney to execute the Smith Proxy as provided herein.

6. Attorney’s Fees. In the event of litigation arising under this Agreement, the non-prevailing party shall pay the other party’s reasonable attorneys’ fees and expenses.

7. Invalid Provision. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted.

8. Modification. No change or modification of this Agreement shall be valid unless the same is in writing and signed by all the parties to this Agreement.

9. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, guardians, legal representatives, executors, successors, and assigns.

10. Agreement Governed by Texas Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. The parties shall have the right, but not the obligation, to apply to a court of competent jurisdiction within Dallas County, Texas to enjoin any breach of this Agreement or to seek specific performance of this Agreement. Excepting the right of a party to seek such injunctive relief, all claims, disputes and matters in question arising out of or related to this Agreement, whether sounding in contract, tort or otherwise, shall be resolved by binding arbitration, administered by the American Arbitration Association (“AAA”) pursuant to its then current AAA Commercial Arbitration Rules (“Rules”). The dispute shall be heard and determined by one (1) arbitrator. Within thirty (30) days of the notification of a party’s intent to proceed with arbitration, the parties shall mutually agree upon and designate an arbitrator. If the parties fail to designate an arbitrator within the time specified, then the arbitrator shall be appointed by the AAA. The arbitrator shall decide whether a particular dispute is or is not arbitrable. The costs of the arbitrator shall be divided equally between the parties. Only damages alleged pursuant to this Agreement may be awarded, and the

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arbitrator shall have no authority to award punitive or exemplary damages, the parties hereby waiving their right, if any, to recover punitive or exemplary damages, either in arbitration or in litigation. The arbitration shall take place in Dallas, Texas. Judgment on the award may be entered in any court having jurisdiction.

IN WITNESS WHEREOF, the undersigned have executed this Agreement effective as of the day and year first above written.


DR. L.S. SMITH, an individual

/s/ Dr. L.S. Smith
Dr. L.S. Smith

NTR METALS, LLC, a Texas limited liability company

By:		/s/ John R. Loftus
Name:		John R. Loftus
Title:		President

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EXHIBIT A

Form of Smith Irrevocable Proxy to

Vote Shares in DGSE Companies, Inc.

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SMITH IRREVOCABLE PROXY TO VOTE

SHARES IN

DGSE COMPANIES, INC.

, 201

This Irrevocable Proxy to Vote Shares (this “Proxy”) is made and entered into effective as of the day of 201 (the “Proxy Effective Date”), by and between DR. L.S. SMITH, an individual and a resident of the State of Texas (“Dr. Smith”) and NTR METALS, LLC, a Texas limited liability company (“NTR”).

WHEREAS, NTR has acquired 3,000,000 shares (the “NTR Shares”) of DGSE Companies, Inc., a Nevada Corporation (“DGSE”), from Stanford International Bank, LTD, an an entity organized under the laws of Antigua (“SIBL”), pursuant to (i) that certain Purchase and Sale Agreement (and amendment thereto) dated January 27, 2010, by and among DGSE and the court-appointed receiver for SIBL (the “DGSE-SIBL Purchase Agreement”); (ii) that certain Partial Assignment Agreement, dated May 25, 2010, by and among DGSE and NTR (the “Partial Assignment Agreement”); and (iii) that certain Closing Agreement, dated May 25, 2010, by and among DGSE, Dr. Smith, and NTR (the “Closing Agreement”).

WHEREAS, Dr. Smith and NTR are each parties to that certain Agreement to Execute Smith Irrevocable Proxy (“Agreement to Execute Smith Proxy”) dated May 25, 2010 (the “Agreement Effective Date”).

WHEREAS, as of the Proxy Effective Date, Dr. Smith owns [ ] shares of DGSE (the “Smith Shares”). Further, as of the Proxy Effective Date, [ ] shares of DGSE are subject to proxies pursuant to which Dr. Smith holds sole voting power (the “Third-Party Proxies”). In connection with the Smith Shares and the Proxies, Dr. Smith has voting rights relating to matters regarding DGSE (the “Smith Voting Rights”).

NOW, THEREFORE, in consideration of the mutual covenants and consideration as described in this Proxy, the receipt and adequacy of which is hereby acknowledged, the parties agree as follows:

(1) Grant of Proxy. There has been an occurrence of one of the Trigger Events as set forth in the Agreement to Execute Smith Proxy. Accordingly, Dr. Smith hereby nominates and appoints NTR as the attorney or proxy to represent Dr. Smith and vote the Smith Voting Rights with respect to any matter regarding DGSE on which Dr. Smith may be entitled to vote for the Relevant Proxy Period as set forth in Section 2 herein.

(2) Relevant Proxy Period. This Proxy is given voluntarily and without any solicitations by any agent of NTR. This Proxy is irrevocable and coupled with an interest, and will remain in effect as to the Smith Voting Rights for the remainder of the four (4) year period commencing on the Agreement Effective Date; provided that with respect to 2 the Smith Voting Rights relating to the Third-Party Proxies, this Proxy will remain in effect only for the remaining term of any such Third-Party Proxies.

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IN WITNESS WHEREOF, the undersigned have signed this Proxy as of the Proxy Effective Date.


NTR METALS, LLC

By:
Name:
Title:

DR. L.S. SMITH

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