SHARE OPTION AGREEMENT
MEMORANDUM OF AGREEMENT made as of the 8th day of March, 1995.
BETWEEN:
XXXXX XXXXXX, an individual residing in the City of Xxxxxxx
in the Republic of Argentina
("Xxxxxx")
- and -
MINERA ANDES INC., a corporation incorporated under the laws
of the Province of Alberta, with an office in the City of
Spokane, in the State of Washington
(the "Minera")
WHEREAS Xxxxxx has agreed, pursuant to an Asset and Share Acquisition
Agreement dated the 8th day of March, 1995 among X.X. Xxxxxxxxxx, Inc., Xxxxx
Xxxxx, Xxxxx Xxxxxx, Xxxxxxx Xxxxxx Xxxxxxx Xxxxxxxx, Xxxxxx Xxxxx X.X., Minera
Andes Inc. and NAD (S.A.)., to grant to Minera an option to purchase the 1
common share he holds in the capital stock of Minera Andes, S.A. in
consideration for $1.00
NOW THEREFORE in consideration of the premises, mutual covenants and
agreements herein contained, this agreement witnesses and it is understood and
agreed by and between the parties hereto as follows:
1. Definitions
"Agreement" means the agreement entitled "Asset and Share Acquisition
Agreement" made March 8, 1995 among X.X. Xxxxxxxxxx, Inc., Xxxxx Xxxxx, Xxxxx
Xxxxxx, Xxxxxxx Xxxxxx Xxxxxxx Xxxxxxxx, Xxxxxx Xxxxx X.X., Minera Andes Inc.
and NAD (S.A.).
In addition, the definitions provided for in the Agreement are
incorporated herein by this reference.
2. Grant of Option
Subject to the provisions hereinafter contained, Xxxxxx hereby grants
to Minera an irrevocable transferable option (the "Option") to purchase the
1 common share (the "Optioned Share") he holds in the capital stock of Minera,
at a price of one-hundred $100.00 dollars.
3. Term of Option
Minera may exercise the Option on or before 4:30 p.m. (Calgary time)
on the date four (4) years from the Closing Date. If the Option is not exercised
within the initial term, Minera may upon providing written notice to Xxxxxx, no
later than thirty (30) days prior to the expiration of the said term and the
payment of $1.00, extend the term of the agreement for a further four (4) years
from the end of the initial term herby created. Minera will continue to have the
option to renew this agreement for additional four (4) year terms until such
time as the Option is exercised by Minera.
4. Manner of Exercise
Minera may exercise the Option in whole or in part, at any time and
from time to time, by notice in writing given by Minera to Xxxxxx at his address
for notice set out in the Agreement, specifying that Minera wishes to exercise
the Option for the Optioned Share and the payment in cash or certified cheque of
the purchase price of the Optioned Share.
5. Share Certificates
Xxxxxx will deliver to Minera a share certificate representing the
Optioned Share duly endorsed in Minera's names for transfer.
6. Subordinate Document
This agreement is executed and delivered by the parties hereto
pursuant to and for the purposes of the provisions of the Agreement and the
provisions of the Agreement shall prevail and govern in the event of a conflict
between the provisions of the Agreement and this agreement.
7. Assignment
No party may assign its rights or obligations under this Agreement
without the prior written consent of all other parties hereto, which consent
will not be unreasonably withheld.
8. Enurement
Except as otherwise set forth herein, this Agreement shall be binding
upon and enure to the benefit of the respective successors and assigns of Minera
and of Xxxxxx.
9. Further Assurances
Each party hereto will, from time to time and at all times hereafter,
at the request of the other party but without further consideration, do all such
further acts and execute and deliver all such further documents as shall be
reasonably required in order to fully perform and carry out the terms hereof.
10. Time
Time shall be of the essence of this Agreement.
IN WITNESS WHEREOF the parties hereto have hereunto executed and
delivered this Agreement as of the day and year first above written.
/s/ XXXXXX XXXXXXX /s/ XXXXX XXXXXX
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Witness XXXXX XXXXXX
MINERA ANDES INC.
Per: /s/ XXXXX X. XXXXXXX
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Per: /s/ XXXXXX XXXXXX
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