Contract
Exhibit 4.161
XXXXXXXX AMENDMENT AGREEMENT
#2
This
Amendment Agreement is dated for reference the 13th day
of May 2009
BETWEEN:
AURORA-LARDER MINING
CORPORATION
(as to 65%)
X.X. Xxx
000, 00 Xxxxxx Xxxxxx
Xxxxxx
Xxxx, Xxxxxxx X0X 0X0
Telephone: (000)
000-0000
CJP EXPLORATION
INC. (as
to 25%)
X.X. Xxx
000, 00000 Xxxxxxxxxx Xxxx
Xxxxxx
Xxxx, Xxxxxxx X0X 0X0
Telephone: (000)
000-0000
XXXXX
XxXXXXX
(as to 10%)
X.X. Xxx
0000
Xxx
Xxxxxxxx, Xxxxxxx X0X 0X0
(the
above hereinafter collectively referred to as the "Optionors")
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
Optionors entered into an option agreement dated for reference the 28th day
of March 2005 and amended the 19th day
of December 2006 (collectively, the “Xxxxxxxx Agreement”) and the parties wish
to amend the terms of the Xxxxxxxx Agreement.
NOW THEREFORE in consideration
of the premises and the mutual covenants and agreements herein contained, the
parties agree as follows:
1.
|
Sections
3 and 4 to the Xxxxxxxx Agreement be deleted in their entirety and
replaced with Sections 3 and 4 as written
below:
|
|
“3.
|
TERMS OF THE
OPTION
|
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:
|
(a)
|
pay
to the Optionors $5,000 upon receipt of regulatory approval
(paid);
|
|
(b)
|
pay
to the Optionors a further $5,000 on or before May 11, 2006
(paid);
|
|
(c)
|
pay
to the Optionors a further $5,000 on or before May 11, 2007
(paid);
|
|
(d)
|
pay
to the Optionors a further $5,000 on or before May 11, 2008
(paid);
|
|
(e)
|
pay
to the Optionors a further $8,000 on or before May 30,
2009;
|
|
(f)
|
issue
to the Optionors 30,000 common shares of the Optionee upon receipt of
regulatory approval (issued);
|
|
(g)
|
issue
to the Optionors a further 30,000 common shares of the Optionee on or
before May 11, 2006 (issued);
|
|
(h)
|
issue
to the Optionors a further 30,000 common shares of the Optionee on or
before May 11, 2007 (issued);
|
|
(i)
|
issue
to the Optionors a further 30,000 common shares of the Optionee on or
before May 11, 2008 (issued); and
|
|
(j)
|
issue
to the Optionors a final 30,000 common shares of the Optionee on or before
May 30, 2009.
|
4. EXERCISE
OF THE OPTION
If the
Optionee has paid $28,000 and issued 150,000 common shares to the Optionors, 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 Optionors.”
2.
|
In
all other respects the terms of the Xxxxxxxx Agreement remain as
written.
|
3.
|
Time
shall be of the essence of this Amendment
Agreement.
|
4.
|
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.
|
5.
|
This
Amendment Agreement shall be governed by and interpreted in accordance
with the laws of the Province of
Ontario.
|
6.
|
This
Amendment Agreement together with the Xxxxxxxx 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.
|
7.
|
This
Amendment Agreement will enure to the benefit of and be binding upon the
parties hereto and their respective successors and permitted
assigns.
|
IN WITNESS WHEREOF the parties
hereto have executed these presents as of the day and year first above
written.
AURORA-LARDER MINING
CORPORATION )
)
)
Per:
/s/ Xxxx
LaRocque________________
)
Xxxx
XxXxxxxx
)
CJP EXPLORATION
INC. )
)
)
Per:
/s/ Xxxxx
Ploeger__________________ )
Xxxxx
Xxxxxxx
)
SIGNED
and DELIVERED
by
)
XXXXX XxXXXXX in the presence
of:
)
)
)
Witness
Name (printed &
signed) )
) /s/ Xxxxx
XxXxxxx
) XXXXX XxXXXXX
2
Witness
Address )
)
)
XXXXXX GOLD
CORP.
)
)
)
Per:
/s/ Xxxx
Campbell___________________
)
Xxxx
Xxxxxxxx,
Director )
3