OPTION AGREEMENT TO ACQUIRE MINING CONCESSION Santa Rosa
Exhibit 10.6
TO
ACQUIRE MINING CONCESSION
Santa
Xxxx
This
option agreement dated for reference 1st February 2008 is between Minera
Farellón Limitada, a Chilean company with an office at Xxxxxxxxx Xxxxx
0000, Xxxxxxxx, Xxxxxx, XXX Xxxxxx, Xxxxx (“Farellón”), and Minera
Polymet Limitada, a Chilean company formed by Red Lake Exploration, Inc.,
a Nevada corporation with a registered office at 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx
0, Xxxxxx Xxxx, Xxxxxx 00000 (“Polymet”).
Whereas
Farellón has an option to purchase the Santa Xxxx mining holdings in Chile
(“Property”) from Xxxxxxx Xxxxxx Xxxxxx Xxxxxx, dated 10th September 2007,
recorded in the register of the Conservador de Minas in Freirina on 13th
September 2007, and attached as exhibit A (the “Xxxxxx Agreement”), and has
agreed to assign the Xxxxxx Agreement to Polymet, for valuable consideration,
the receipt and sufficiency of which are acknowledged, the parties agree
that:
1.
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Farellón
grants Polymet the option to buy the Xxxxxx Agreement on the following
terms (“Option”):
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a.
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The
Option begins on the date of this agreement and ends on 5th August 2008
(the “Term”).
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b.
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As
consideration for granting the Option, Polymet will pay Farellón $9,500
when this agreement is signed and $8,500 per month on the fifth day of the
month for five months ending on 5th July 2008, for a total payment of
$52,000.
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c.
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During
the Term, Polymet may conduct any exploration permitted by the Xxxxxx
agreement except extraction for
exploitation.
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d.
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Farellón
will pay any Property costs that are due during the Term and required to
keep the Xxxxxx Agreement in good standing, and Polymet will reimburse
Farellón on request.
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e.
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Polymet
can exercise the option at any time until the end of the Term by notifying
Farellón in writing that it intends to exercise the Option and paying
Farellón $50,000 by the close of business on 5th August
2008.
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f.
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The
Option ends if Polymet fails to make any of the payments required during
the Term or on 5th August 2008 if Polymet fails to notify Farellón that it
intends to exercise the Option and pay the $50,000
due.
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g.
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All
currency amounts are stated in United States
dollars.
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2.
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Farellón
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a.
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may
continue to mine the Property and exploit any minerals extracted during
the Term and will pay Polymet a royalty equal to 5% of the net proceeds
that it receives from Enami or other
processor,
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b.
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will
deliver to Polymet monthly statements disclosing the ore delivered for
processing and the net proceeds realized from the sale by the end of the
month in which Farellón receives its payment from Enami,
and
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c.
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will
pay the patentes due at the end of March
2008.
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3.
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When
Farellón receives the exercise notice and payment required in paragraph
1.e), Farellón
will irrevocably assign the Xxxxxx Agreement to Polymet and Polymet will
accept the assignment and assume all of Farellón’s rights and obligations
under the Xxxxxx Agreement as though Polymet were the original party to
the Xxxxxx Agreement.
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4.
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The
parties will use their best efforts to ensure that the terms of this
agreement are legalized in Chile and recorded in the register of the
Conservador de Minas in Freirina as soon as reasonably
possible. In the case of any conflict between the provisions of
this agreement and the provisions of the agreement recorded in Freirina,
the terms of the agreement recorded in Freirina
govern.
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5.
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Farellón
represents and warrants to Polymet
that:
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a.
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It
is duly formed under the laws of Chile and has the authority and right to
assign the Xxxxxx Agreement.
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b.
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It
has made all of the payments required and fulfilled all other obligations
under the Xxxxxx Agreement to the date of this
agreement.
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c.
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It
has not assigned any interest in the Xxxxxx Agreement to any other
party.
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d.
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The
Xxxxxx Agreement is in good standing and free of any claims or potential
claims from third parties as of the date of this
agreement.
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6.
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Polymet
represents and warrants that it is duly formed under the laws of Chile and
has the authority to make this
agreement.
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7.
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Time
is of the essence of this agreement and of any amendment to
it.
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8.
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If
either party must perform under this agreement on a day that is not a
business day in Chile, then the party must perform on the next business
day in Chile.
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9.
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Any
notice that must be given under this agreement must be in writing and
delivered by hand or overnight courier to the party at the address given
for the party on page 1or transmitted by fax or email to the fax number or
email address that the parties will give each other. Notice is
deemed to have been received when it is delivered or transmitted if it is
delivered or transmitted during normal business hours in Chile and on the
next business day if it is delivered or transmitted outside of normal
business hours.
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10.
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This
agreement is the entire agreement between the parties and its terms may be
waived or amended only in writing. No waiver of any term
operates to waive any other term.
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11.
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This
agreement does not create a partnership or joint venture or any other kind
of business association between the parties and neither party has the
power to bind the other in any way.
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12.
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Polymet
may not assign its interest in this agreement without Farellón’s written
consent.
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13.
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This
agreement is binding on the parties and upon their respective successors
and assigns.
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14.
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This
agreement must be construed in accordance with the laws of Chile on the
same terms as provided in the Purchase
Agreement.
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15.
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No
finding by a court of competent jurisdiction that any provision of this
agreement is invalid, illegal, or otherwise unenforceable operates to
impair or affect the remaining provisions which remain effective and
enforceable.
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16.
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This
agreement may be signed in counterparts and delivered to the parties by
any means; and the counterparts together are deemed to be one original
document.
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The
parties’ signatures below are evidence of their agreement.
Minera Farellón Limitada | Minera Polymet Limitada | |||
/s/ Xxxxx Xxxxxx
Xxxxxxxx
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/s/ Xxxxx Xxxxxx
Xxxxxxxx
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Xxxxx Xxxxxx Xxxxxxxx
Signed
on February 1, 2008
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Xxxxx Xxxxxx Xxxxxxxx
Signed
on February 1, 2008
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