Contract
EXHIBIT 4.158
This
Amendment Agreement is dated for reference the 27th day
of January 2009
BETWEEN:
CANADIAN
PROSPECTING VENTURES INC.
X.X. Xxx
000, 00 Xxxxxx Xxxxxx
Xxxxxx ,
Xxxxxxx X0X 0X0
Telephone: (000)
000-0000
(the
above hereinafter referred to as the "Optionor")
OF
THE FIRST PART
AND:
XXXXXX
GOLD CORP.
711 - 000
Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxxx,
Xxxxxxx Xxxxxxxx X0X 0X0
Telephone: (000)
000-0000
(the
above hereinafter referred to as the "Optionee")
OF
THE SECOND PART
WHEREAS the Optionee and the
Optionor entered into an option agreement dated for reference the 28th day
of March 2005 and amended the 19th day
of December 2006 (collectively, the “Silverclaim Lake Agreement”) and the
parties wish to amend the terms of the Silverclaim Lake Agreement.
NOW THEREFORE in consideration
of the premises and the mutual covenants and agreements herein contained, the
parties agree as follows:
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1.
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Sections
3 and 4 to the Silverclaim Lake Agreement be deleted in their entirety and
replaced with Sections 3 and 4 as written
below:
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“3.
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TERMS OF THE
OPTION
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In order
to maintain the Option in good standing and earn a 100% right, title and
undivided interest in and to the Property, the Optionee, subject to paragraph 2,
shall:
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(a)
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pay
to the Optionor $15,000 upon receipt of regulatory approval
(paid);
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(b)
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pay
to the Optionor a further $15,000 on or before May 11, 2006
(paid);
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(c)
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pay
to the Optionor a further $20,000 on or before May 11, 2007
(paid);
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(d)
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pay
to the Optionor a further $50,000 on or before May 11, 2008
(paid);
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(e)
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pay
to the Optionor a further $25,000 on or before May 11,
2009;
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(f)
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pay
to the Optionor a further $25,000 on or before May 11,
2010;
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(g)
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issue
to the Optionor 50,000 common shares of the Optionee upon receipt of
regulatory approval (issued);
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(h)
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issue
to the Optionor a further 50,000 common shares of the Optionee on or
before May 11, 2006 (issued); and
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(i)
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issue
to the Optionor a further 50,000 common shares of the Optionee on or
before May 11, 2007 (issued); and
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(j)
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issue
to the Optionor a further 50,000 common shares of the Optionee on or
before May 11, 2008 (issued).
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Exploration
expenditure requirements will include only those expenditures that are required
annually by the Ministry of Northern Development & Mines to keep the
property claims identified in Schedule A to the Silverclaim Lake Agreement in
good standing.
4. EXERCISE
OF THE OPTION
If the
Optionee has paid $150,000 and issued 200,000 common shares to the Optionor, the
Optionee shall be deemed to have exercised the Option and will have acquired an
undivided 100% right, title and interest in and to the Property, subject only to
the Royalty Interest reserved to the Optionor.”
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2.
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In
all other respects the terms of the Silverclaim Lake Agreement remain as
written.
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3.
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Time
shall be of the essence of this Amendment
Agreement.
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4.
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The
parties hereto covenant and agree to execute and deliver all such further
documents as may be required to carry out the full intent and meaning of
this Amendment Agreement and to effect the transactions contemplated
hereby.
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5.
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This
Amendment Agreement shall be governed by and interpreted in accordance
with the laws of the Province of
Ontario.
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6.
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This
Amendment Agreement together with the Silverclaim Lake Agreement
constitute the entire agreement between the parties and supersedes all
previous understandings, communications, representations and agreements
between the parties with respect to the subject matter of this Amendment
Agreement.
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7.
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This
Amendment Agreement will enure to the benefit of and be binding upon the
parties hereto and their respective successors and permitted
assigns.
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IN WITNESS WHEREOF the parties
hereto have executed these presents as of the day and year first above
written.
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CANADIAN
PROSPECTING VENTURES INC.
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)
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Per:
/s/ Xxxx XxXxxxxx
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)
)
)
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Xxxx
XxXxxxxx, Vice-President
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)
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XXXXXX
GOLD CORP.
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)
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Per:
/s/ Xxxx Xxxxxxxx
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)
)
)
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Xxxx
Xxxxxxxx, Director
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)
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