AMENDMENT NO. 1 TO LETTER OF INTENT AGREEMENT
AMENDMENT
NO. 1 TO LETTER OF INTENT AGREEMENT
This
Amendment No. 1 to Letter of Intent Agreement (the “Amended Agreement”),
dated
as of March 30, 2007, is entered into by and among Raven Gold Corp. (the
“Company”),
Xxxx
Xxxx Resources Corporation (“Xxxx”) and Corporación Amermin S.A. de C.V., a
subsidiary of Xxxx Xxxx Resources Corp. (“Amermin”; Amermin and Xxxx shall
hereafter be collectively referred as “Xxxx Xxxx”).
R
E C I T
A L S:
WHEREAS,
the Company and Xxxx Xxxx are parties to that certain Letter of Intent Agreement
(the “Agreement”), originally dated June 1, 2006. All capitalized terms used but
not defined herein shall have the meanings ascribed to such terms in the
Agreement;
WHEREAS,
the Company and Xxxx Xxxx originally entered into the Agreement on August 23,
2006 and at execution of the Agreement erroneously dated the Agreement as of
June 1, 2006;
WHEREAS,
the Company and Xxxx Xxxx mutually intended to have the Agreement be effective
as of June 1, but the Agreement was actually dated as of June 1, but did not
say
effective as of this date;
WHEREAS,
the Company and Xxxx Xxxx mutually agree and acknowledge that the Agreement
was
erroneously dated as of June 1, 2006 and should have been dated as of August
23,
2006 and effective as of June 1; and
WHEREAS,
the Company and Xxxx Xxxx mutually wish to amend the Agreement per the terms
of
this Amended Agreement to provide that the Agreement should have been dated
as
of August 23, 2006 and effective as of June 1.
A
G R E E M E N T:
NOW,
THEREFORE, in consideration of the foregoing and subject to the terms and
conditions herein contained, the parties hereto agree as follows:
Section
1 Amendments.
1.1 Date
of the Agreement.
Upon
the terms and the conditions set forth herein, the Company and Xxxx Xxxx each
mutually agree and acknowledge that the Agreement is hereby amended to set
forth
that the date of the Agreement is August 23, 2006, and that the Agreement is
effective as of June 1, 2006.
1.2 Amendment
to the Agreement.
The
first paragraph (the introductory paragraph) on page 1 of the Agreement is
hereby
amended and replaced in its entirety with the following section:
“Re
:
When countersigned by each of the parties, the following will constitute our
Letter of Intent, dated as of the date hereof and effective as of June 1, 2006,
outlining the general terms with respect to our acquiring an interest in the
Las
Minitas group of properties, as outlined and defined in Exhibit A, (herein
after
called “Las Minitas Groupings”) near Navojoa, Sonora, Mexico, between Xxxx Xxxx
Resources Corporation and Corporación Amermin S.A. de C.V., a subsidiary of Xxxx
Xxxx Resources Corp. (hereinafter referred to as “Xxxx”), and Raven Gold Corp
(hereinafter referred to as “Raven”). The Las Minitas Groupings are
approximately 800 Hectares in size and are identified those properties set
forth
on that certain Declaration (the “Declaration”) dated as of March 27, 2006
between Corporación Amermin S.A. de C.V. as “Prospector” and Ing. Xxxxxx
Xxxxxxxxx Xxxxx as “Concessionaire” and further detailed in Schedule
B.”
Section
2 Miscellaneous.
2.1 Except
as amended hereby and for the purposes described herein, the Agreement shall
remain in full force and effect in accordance with its terms.
2.2 This
Agreement shall be governed by and construed in accordance with the laws of
the
State of New York applicable to contracts made and to be performed within such
state.
[Signature
Pages Following]
IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
first-above written.
By:
/s/
Xxxx Xxxxxxxxx
Name:
Xxxx Xxxxxxxxx
Title:
Chief Executive Officer
Address
for Notice Purposes:
#000-000
Xxxx Xxxxxx
Xxxxxxxxx
X.X.
X0X-0X0
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XXXX
XXXX RESOURCES CORP.
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AMERMIN
S.A. DE C.V
|
|
By:
/s/
Xxxxxxx X. Xxxxxx Xx.
Name:
Xxxxxxx X. Xxxxxx Xx.
Title:
President and Chief Executive Officer
|
By:
/s/
Xxxxxx Xxxxxxx Xxxxxxx
Name:
Xxxxxx Xxxxxxx Xxxxxxx
Title:
President
|
| Address for Notice Purposes: | Address for Notice Purposes: |
