EXHIBIT 10.8
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THIS SECOND AMENDMENT TO OPTION AGREEMENT (the "Second Amendment") is made
arid entered into effective July 31, 2001, by and among Atlas Precious Metals
Inc., a Nevada corporation ("APMI") and Atlas Minerals Inc., a Colorado
corporation ("AMI"; AMI and APMI will be collectively referred to hereinafter as
"Atlas"), and Seabridge Resources Inc., a company incorporated under the laws of
the Province of British Columbia, Canada ("SRI") and Newco, a to be named U.S.
corporation to be incorporated as a wholly-owned subsidiary of SRI ("Newco";
Newco and SRI will be collectively referred to hereinafter as "Seabridge").
RECITALS
A. Atlas and Seabridge entered into an Option Agreement dated effective as
of February 14, 2000 (the "Agreement"), pursuant to which Atlas granted to
Seabridge an exclusive option (the "Option") to purchase the interests held by
Atlas in certain unpatented mining claims, fee lands and related assets located
in Malheur County, Oregon (collectively, the "Property").
B. Pursuant to the Agreement (as modified by the first amendment, effective
December 31, 2000), in order to keep the Option in effect, Seabridge is required
to timely make certain periodic payments (the "Option Payments") to Atlas.
C. The parties now desire to modify the Agreement to extend the term of the
Option and provide for: an additional Option Payment to be made.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants, conditions and obligations contained in this Amendment, the receipt
and sufficiency of which the parties hereby acknowledge, the parties hereto
agree to amend the Agreement as follows:
1. Section 1.3 of the Agreement is hereby revised to read as follows:
The term of the Option (the "Option Period") shall commence upon the
Effective Date, and shall continue through and including the earlier of (a) the
date the Option is exercised, (b) the date this Agreement is terminated pursuant
to Sections 7.1 or 7.2, or (c) December 31, 2001; provided, however, that in
order to maintain the Option in full force and effect Seabridge must timely make
each of the Option Payments described an Section 1.4 below, and provided further
that if the average price per ounce of gold as quoted on the London Bullion
Market Association P.M. fix for the ten business days prior to December 31, 2001
is less than U.S.$350 per ounce, then Seabridge shall have the option to extend
the Option Period through June 30, 2002, by timely making an Additional Option
Payment (as defined in Section 1.4) to Atlas, and provided further that if the
average price per ounce of gold as quoted on the London Bullion Market
Association P.M. fix for the ten business days prior to June 30, 2002 is less
than U.S.$350 per ounce, then Seabridge shall have the option to extend the
Option Period through December 31, 2002, by timely making an Additional Option
Payment (as defined in Section 1.4) to Atlas.
2. Section. 1.4 of the Agreement is hereby revised to read as follows:
SRI agrees to timely make the following payments to Atlas during the Option
Period:
On or Before Amount of Payment
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February 14, 2000 U.S. $150,000 (paid)
July 31, 2000 U.S. $50,000 (paid)
December 31, 2000 U.S. $100,000 (paid)
July 31, 2001 U.S. $50,000
December 31, 2001 (if the average price per ounce of U.S. $50,000 gold U.S. $50,000
as quoted on the London Bullion Market Association P.M. fix for the
ten business days prior to December 31, 2001 is less than
U.S.$350/oz.)
June 30, 2002 (if the average price per ounce of gold as quoted on the U.S. $50,000
London Bullion Market Association P.M. fix for the ten business days
prior to June 10, 2002 is less than U.S.$350/oz.)
None of the above-referenced payments (such payments being collectively
referred to hereinafter as the "Option Payments") other than the payments due on
December 31, 2001 and June 30, 2002 ( he "Additional Payments") shall be
credited against the Purchase Price. In addition, none of the Option Payments
shall be refundable to SRI, whether or not it exercises the Option. In the event
SRI fails to timely make any Option Payment (or any other monetary payment set
forth herein), Atlas may elect to terminate this Agreement pursuant to the
provisions of Section 7.2 hereof.
3. Section 1.7(b)(i) of the Agreement is hereby revised to read as follows:
Two Hundred Fifty Thousand Dollars (U.S. $250,000) or, in the event the
provisions of Section 1.2(b) apply, One Million Dollars (U.S. $1,000,000), plus
any additional amount required as a result of the imposition of the Minimum
Price, less the amount of the Additional Payments, if applicable, by wire
transfer in immediately available funds;
4. Section 2.1 (d) of the Agreement is hereby revised to read as follows:
To the extent the Agreement remains in effect during any portion of the
month of February of any calendar year, Seabridge shall be financially
responsible for the annual payments to the Oregon Department of Geology and
Mineral Industries due on or before February 28th of each such year in order to
maintain the exploration permits listed on Exhibit C (the "Exploration
Permits"). Not later than February 10th of each such year, Seabridge shall
forward to Atlas a wire transfer (in accordance with written instructions to be
provided by Atlas) in the amount of each of those payments (as set forth on
Schedule 2.1 or as provided in written notice from Atlas to Seabridge). If the
required amount is timely forwarded to Atlas, Atlas shall then be obligated to
timely make the required payments not later than February 15th, and to provide
evidence of such payments to Seabridge not later than February 20th.
Except as set forth above, the parties hereby ratify and confirm all of the
terms and conditions of the Agreement (as previously amended).
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed on the day first above written.
ATLAS MINERALS INC.
a Colorado corporation
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
Chief Financial Officer
ATLAS PRECIOUS METALS INC.
a Nevada corporation
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
Chief Financial Officer
SEABRIDGE RESOURCES INC.
a British Columbia corporation
By: /s/ Xxxx Xxxxx
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Xxxx Xxxxx
President & C.E.O.