EXPLORATION AGREEMENT AND PURCHASE OPTION
EXHIBIT 10.30
This Exploration agreement
and Option Purchase is celebrated in the city of Chihuahua, Chihuahua State
dated November 20, 2007.
BETWEEN:
XX. XXXX XXXX XXXX, acting for their own
rights and also in his capacity as executor of succession to property of SR,
XXXX XXXX XXXXXXX, with the permission of her husband XXXXXXXXX XXXX XXXXXXXX ON
XXXX Widow, whose succession is also executor.
(Hereinafter the current term
"Grantiners")
FOR THE FIRST PART
And
SUNBURST MINING OF MEXICO, S. A. DE C.
V., corporation duly organized under the laws of the United Mexican States,
represented in this event by XX. XXXXX XXXXXXXX Xxxx TOUCHE and XXXXXX XXXXX
XXXXXX in his capacity as legal representatives with general powers to lawsuits
and collections, events management and domain, residing at Calle General Xxxxxx.
706, Col. San Xxxxxx, Chihuahua, Chih. C.P. 31203
(Hereinafter the
"Explorer")
BY THE SECOND PART
WHEREAS:
A. Xx. Xxxx Xxxx Xxxxxxx,
late, through his inheritance, owns 33 191086 which protects the rights of
mineral exploitation on the lot "Second St.
Child located in the Municipality of
Moris, Chihuahua State (hereinafter
"Mining
Concession").
B. Xx. Xxxx Xxxx Xxxxxxx, married life
was under conjugal society with Mrs. C. XXXXXXXXX XXXX XXXXXXXX ON XXXX Widow,
who expressed his approval for the disposal of the Mining Concession, as
reflected in the cars that make up the trial Intestament number 613/85 of the
Fifth Civil Court, in conjunction with the various heirs, who told turn your
permission to make the appropriate disposition, adds certified copy of such
records.
C. C. XXXX XXXX XXXX, is executor of the
successions of Dealers, which is demonstrated with certified copies of trials
Intestament numbers 613/85 before the Fifth Court of Civil regarding the
succession of C. XXXX XXXX XXXXXXX AND 1145/2006, the index of the Third Court
of Civil regarding the succession of C. XXXXXXXXX XXXX XXXXXXXX XXXX Widow of
both the Judiciary Distrito Morelos, which is attached to this contract, saying
that such a character to date has not been revoked or modified in any
way.
D. On May 16, 2006, Xx. Xxxxxxxxx,
Xxxxxx and Xxxx surname XXXX XXXX, who said to be unique and universal heir of
his father, with the Explorer held a private contract for exploration and
purchase option on the mining concession described above , and the date received
by the concept the following payments:
A) $ 1666.50 American dollars, February
20, 2006;
B) $ 3333.00 American dollars or the
equivalent in currency
National, May 16,
2006;
C) $ 3333.00 American dollars or the
equivalent in currency
National, November 14,
2006;
D) $ 3333.00 American dollars or the
equivalent in currency
National, May 14,
2006.
Such amounts shall be paid at the price
specified in the option
Fourth clause of this contract, on the
third their fair share of the payments referred to in paragraphs a), b), c) and
d) of point
4.1.1 of the clause
Fourth.
E. The dealers want to give the
Explorer, the Explorer and wishes to acquire the Grantiners, the Rights
Exploration and Option Purchase of 33.33% ownership of the Mining Concession,
subject to the terms and conditions agreed upon in this instrument (all those
terms as defined below).
THEREFORE, in accordance with
demonstrations and warranties mutually declared by the parties to this
Agreement, the parties agree as follows:
SECTION 1
ANNEXES AND
DEFINITIONS
1.1. The following annexes form parts of
the Contract:
Annex A - English
version
Annex B - Title mining concession.
191086
Annex C -
Documentaries on the Trials Intestament cited.
1.2. The following terms shall, when
used in this Agreement, the meaning and interpretation which then brought
(unless expressly provided in the contract or if the context requires
otherwise):
The Agreement means this Agreement, as supplemented
or amended by the parties.
Area of
Influence mean surface area
which includes the perimeter of the area covered by the Mining
Concession.
Exploration
Rights means all the rights
described in Part 6 of this Agreement.
Option means the right of option granted by
Licensees to the Explorer to buy 100% of their rights of the Mining Concession
pursuant to Section 4.
Period
Option means the term of
the option, beginning on the date of signing of this Agreement and concluding in
the period specified in the fourth clause of this contract.
Notice of
Exercise means that
previously the Explorer should alert you
Licensees writing of its intention to
exercise the option.
Sales Act through which Dealers transmitted to
the Explorer one hundred percent of the ownership of the mining
concession.
SECTION 2
EXPRESSIONS AND GUARANTEES OF
GRANTINERS
2.1 The Grantiners say and agree with
the Explorer:
(A) Licensees are holders of 33.33% of
the Mining Concession and maintain such ownership to enable the Explorer
exercise of the right of option under this contract.
(B) Granting Mining is the date of the
signing of this Agreement and continue for the duration of this free of any
lien, encumbrance and claim the third and one in full compliance with their
obligations under the Mining Law and Regulation.
(C) No person, firm or corporation has
entered into any contract or option, or have any right or privilege which might
become contract or option to purchase or acquisition of the Mining
Concession.
(D) There is no claim against or
conflict related to the ownership of the Mining Concession, and is not aware
that there are grounds for this, and no one has any regalia or other legal
interest of any kind with respect to mineral production Granting of the
Mining.
(E) Mining Concession has been duly and
validly located, and is correctly described in this
Agreement.
(F) While this Agreement is in force
Licensees:
A. Not reduced or submit application to
reduce the surface area of the lot covered by the Mining Concession, without the
written consent of the Explorer,
B. Not taxed, or offer a warranty affect
the rights stemming from the Mining Concession,
C. Perform any action that is required,
necessary or prudent to prevent and to prevent any third serious or affects, or
attempts to encumber or affect the rights arising from the Mining
Concession,
D. Shall and ensure the peaceful
possession and enjoyment of the rights granted to the Explorer in this
Agreement, and
E. Not carried out any act that is
inconsistent with the transactions covered by this
instrument.
F. Should be reached to submit any
judicial or non-judicial dispute arising from the ownership of this grant, is
committed to reorganize and respond in a manner conducive to the interests of
the EXPLORADORA such disputes and if necessary to compensate for any damage to
it for that
reason.
2, 2 The Grantiners are obliged to continue application
for the trials inheritance
Intestament and finish in each of the
cases within six (6) months, so that there is no obstacle or legal impediment to
making the final purchase, must obtain the approval of all the co-heirs in both
Inheritance if necessary. To ensure compliance with the obligation previously
contracted Licensees will leave irrevocable special power for acts of
administration to manage the continuity of trials and inheritance intestament,
write the contract for the sale of 100% (one hundred) (percent) ownership of the
mining concession in the public register of mining; power reference will be
awarded to Messrs. Mario Xxxxxxxx Xxxx Touché and / or Francisco Xxxxxx
Xxxxxxxxx Xxxxxxxx and / or Xxxxxx Xxxxxxx Xxxxx Howlet to be exercised in a
manner separate.
The power granted under this clause
shall be irrevocable for having been awarded as a condition of this contract and
also as a means for the dealers comply with the obligations they made for
themselves, on such terms and for the purposes of Article 2596 (two thousand
five hundred ninety and six) of the Federal Code and its correlative of the
Civil Code for the State of Chihuahua. The rule reads as follows, in the matter:
"The principal may revoke the mandate as and when it sees fit; least in those
cases where award was stipulated as a condition ma in a bilateral contract, or
as a means to fulfill an obligation contracted "
For the attorneys appointed in the
preceding paragraph of this section are authorized to exercise power in the same
area, simply have passed 30 (thirty) days from the signing of this contract and
have not done any management in the respective courts for further formalities of
trials inheritance, or who have not completed the formalities have been
completed the trial within a period of 6 (six) months from the signing of this
contract.
SECTION 3
EXPRESSIONS AND
GUARANTEES OF EXPLORADORA
The Explorer 3.1 represents and warrants
to Licensees:
(A) It is a company limited capital
variable in existence and
Duly constituted under the laws of the
United Mexican States
And is able to hold right under this
act,
(B) has the legal capacity required
under law to acquire as
Owner: (i) ownership of mining claims
located within the territory of the United Mexican States, in accordance with
Article 11 of the Mining Law in force, and (ii) located outside the actual
rights constitutionally restricted area within Mexican territory under OA
article 1 of the Foreign Investment Law and Article 8 of its
Regulation,
(C) You are familiar with their
obligations to register the Public Registry of Mining and the National Registry
of Foreign Investment
(D) It has obtained all approvals,
licenses and registrations required to conclude this contract and to be bound by
its terms, and in particular for the acquisition of Dealers
Choice.
SECTION 4
ACQUISITION OF THE
OPCIÓN
4.1. The Grantiners granted by this
reference to the Explorer, and the Explorer acquires, the exclusive right and
option, but not the obligation,
Buy 33.33% equivalent to 1 / 3 part of
the ownership of the Mining Concession, and pledge to unilaterally sell the
title to the Explorer, free of charge, loading, constraint domain and any third
party, on such terms and agreed conditions of this
Agreement.
4.1.1. The parties agree that the
Explorer was deemed to be exercised the option to pay the sum of Licensees
85000.00 USD (Eighty-five thousand American dollars 50/100) which corresponds to
33.33% of $ 255000.00 USD (two hundred and fifty-five thousand dollars from the
United States 00/100) (the "Purchase Price"), which is the established price for
100% of the rights covered by the above-mentioned grant. That amount will be
covered by paying the Grantiners the following amounts, on the dates
specified:
A) $ 1666.50 (Six hundred and sixty-six
thousand dollars of the United States of America 50/100) that correspond to
one-third (33.33%) to $ 0000 (Xxxx Xxxxxxxx Xxxxxxx xx xxx Xxxxxx Xxxxxx of
America 00/100) quantity which has already been paid dated February 20,
2005.
B) $ 3333.00 (Three thousand three
hundred and thirty-three dollars of the United States of America 00/100) that
correspond to one-third (33.33%) of $ 10,000 (ten thousand dollars from the
United States 00/100 ) amount that was paid on May 16, 2006;
C) $ 3333.00 (Three thousand three
hundred and thirty-three dollars of the United States of America 00/100) that
correspond to one-third (33.33%) of $ 10,000 (ten thousand dollars from the
United States 00/100 ) amount that was paid on November 14,
2006;
D) $ 3333.00 (Three thousand three
hundred and thirty-three dollars of the United States of America 00/100) that
correspond to one-third (33.33%) of $ 10,000 (ten thousand dollars from the
United States 00/100 ) amount that was paid on May 14, 2007;
E) $ 5000.00 (Five thousand dollars
American 00/100) that correspond to a third (33.33%) of $ 15,000 USD (Fifteen
thousand dollars from the United States 00/100) to be paid on November 20, 2007
, the date of signing this contract.
F) $ 5000.00 (Five thousand dollars
American 00/100) that correspond to a third (33.33%) of $ 15,000 USD (Fifteen
thousand dollars from the United States 00/100) who will be paid on May 16, 2008
..
G) $ 6666.66 (Six thousand six hundred
and sixty-six US dollars American 66/100) that correspond to one-third (33.33%)
$ 20000 USD (Twenty Thousand dollars of the United States of America 00/100) who
will be paid on 16 November 2008
H) $ 6666.66 (Six thousand six hundred
and sixty-six US dollars America we 66/100) that correspond to one-third
(33.33%) $ 20000 USD (Twenty Thousand dollars of the United States of America
00/100) who will be paid the May 16, 2009.
I) $ 10000.00 (Ten thousand nine hundred
US dollars américanos 00/100) that correspond to a third (33.33%) of $ 30,000
USD (Thirty thousand dollars of the United States of America 00/100) who will be
paid on 16 November 2009.
J) $ 40000.00 (Forty thousand nine
hundred and ninety-six American dollars 00/100) that correspond to one-third
(33.33%) $ 120000 $ (One hundred twenty thousand dollars from the United States
00/100) that will be covered on 16 May 2010 to exercise the Option and the
transmission to the Explorer 100% of its rights on the ownership of the Mining
Concession.
4.2. Completion Advance. This contract
contains an option and a right of unilateral promise of sale issued by Licensees
to the Explorer only. The Explorer, but does not Dealers, may at any time prior
to the exercise of the Option, to waive their rights and
advance
Terminate this Agreement by written
notice to the representative of the
Licensees or their thirty (30) days in
advance in case of such .- <.1
Early termination of this Agreement
shall cease to have legal effect, except for the obligations of the Explorer
generated prior to the effective date of such termination.
4.3. Additional Obligations . During the
Period, Option, the Explorer must make the payment for the rights of mining
applicable from 2nd. Semester 2006, and check the make and works of exploration
or exploitation, if any, corresponding from the year 2006, as mandated in the
Mining Law and its Regulations.
SECTION 5
EXERCISE OF THE
OPTION
5.1. Prior to the exercise of the option
in accordance with Clause 4.1. The Explorer must provide written notice to
Licensees its intention to exercise the Option (the "Notice of Exercise"). By
exercising the option, Licensees and the Explorer notary must sign and ratify a
contract for the sale (the "Sale") by which will be transmitted to the Explorer
100% ownership of the Mining Concession (free of all lien, load, or affectation
reclamation third one) without any additional benefit for grantiners apart from
the Purchase Price.
5.2. Notification of Exercise shall
contain (a) the irrevocable intention to exercise the Explorer Option (b) the
date, time and place where Licensees must appear in the Explorer to sign and
ratify before a notary public Sales and (c) Sales of a project which contain
strictly to the terms and conditions set forth in this
Agreement.
SECTION 6
And EXPLORATION
RIGHTS OF ACCESS
6.1. During the Period of the Option,
the Explorer, its officers, employees and independent contractors shall have the
right with respect to the Mining Concession and under Mexican law from engaging
in any activity aimed at the identification of mineral deposits in any portion
of the Concession Mining and the quantification and assessment of mineral
reserves to determine whether they are economically profitable,
including:
(A) Access to the area comprising the
Mining Concessions,
(B) Prospectar, explore and develop any
other activity that sapped the Explorer deems advisable, including, without
limitation, drilling, zanjeo activities excavation, measuring geological,
geochemical and geophysics and mapping of the results obtained by them,
including Measurement
Air; sampling of soils, sediments and
rocks; analysis and metallurgical tests on samples ~ ¬; test mineral content of
all samples p6.Jebas
By pilot plant;
(C) to build or locate on the Mining
Concession any building, plant, machinery and equipment to recommend the
Explorer, and
(D) remove the Mining Concession and
have reasonable quantities of minerals and metals in order to obtain testing or
development of other evidence
(Collectively, the "Exploration
Activities").
SECTION 7
TERMINATION OF THE
OPTION
7.1. If this contract is terminated
early as provided in Section 4.2., The Explorer must deliver to the
representative of the dealers or those, within ninety (90) days subsequent to
such termination, a copy of the entire report, map, a result testing and other
technical information relevant to be in possession of the Explorer with regard
to the Mining Concession.
SECTION 8
ASSIGNMENT
8.1. The Explorer, but not Dealers, may
at any time during the Option Period, sell, transmit or in any way dispose of
any part of their acquired rights in this contract (without additional
requirement of consent by Licensees ), with the only condition being that any
assignee or purchaser of such rights or interests must first assume all the
obligations of the Explorer agreed in this Agreement. The Licensees may convey
to others their rights acquired in this Agreement by the prior written consent
of the Explorer. The Licensees may transmit to any person controlled. By the
latter acquired his rights in this Agreement by notice in writing to the
Explorer.
SECTION 9
Unforeseeable
circumstances or force majeure
9.1. Should the Explorer at any time
during the Option Period or thereafter be prevented or retrazada in compliance
with any of the obligations contained in this Agreement because of strikes that
restricts normal operations, delays in shipment or for any other reason or
reasons beyond the control of the Explorer, the deadline for compliance with the
obligation on the part of the Explorer should be extended for a period of time
equal to the period of such delay or impediment.
9.2. The Explorer shall, within a period
of thirty (30) dlas, notifying the dealers of each case of fortuitous event or
force majeure referred to in Section 9.1. And once the event of termination must
also notify in that direction, enclosing the particularities of the number of
days for which the implementation of the obligations of the Explorer have been
extended as a result of that event, as well as all previous cases of fortuitous
event or force majeure.
SECTION 10
BREACH IN
TERMINATION
10.1. If at any time during the term of
this Agreement of the parties (hereinafter, the "party Incumplida") violates any
of its obligations agreed to in this Agreement is in or falsity of any of its
manifestations or conventions declared in the Similarly, the other party shall
have the right to terminate this Agreement at unilaterally and without
resolution or interpellation court, but only if.
(A) such party has delivered previously
to the Party Incumplida a notice of default to describe the peculiarities of the
obligation (s) (is) breached (s) or event (s) (s) or fake agreement (s) (s)
and
(B) the party has not corrected
Incumplida such failure within a period of thirty (: w) days after such
notification or not has begun procedures for such failure through
timely payment or compliance with the requirement (s) (s) breached
(s).
SECTION 11
NOTICES
11.1 All notices or notices to be
provided between the parties as a result of the implementation, enforcement or
execution of this Agreement shall be in writing and shall be addressed to the
parties to address that corresponds to their last home expressed for purposes of
this Agreement, which until there is no written communication to the contrary
that it should be understood as follows:
In the Explorer:
Sunburst Mining of Mexico, S.A. De C.V.
Attention: C.P. Xxxxxxx Xxxxxxx
General Xxxxxx. 706.
Colonia San Xxxxxx
Tel.
(000) 000-0000
Fax.
(000) 000-0000
A Licensees:
Xx. Xxxx Xxxx Xxxx
Calle: Xxxxx Xxxxx
4502
Xxxxxxx Carolinas, Chihuahua,
Chih,
Tel: 000-00-00
The parties may change their homes by
notifying the other party with ten (10) days in advance.
11.2. All notices must be made: (i) in
person, or (ii) by electronic means, with subsequent confirmation by registered
or certified mail asking for the confirmation of receipt, or (iii) by registered
or certified mail asking for the confirmation of receipt or
Through commercial parcel service. Any
notice shall be valid and
Deemed to have been received (i) if it
was made in person, on the date on which it was made if it was done during
normal working hours, and if it was not done during normal working hours, on the
business day following the date of the notification (ií) if done through
electronic means, on the business day following the receipt of the confirmation
is sent by registered or certified mail, and (iii) was made only through mail or
parcel business on the next working day its receipt.
SECTION 12
APPLICABLE LAW AND
COURTS
12.1. For purposes of interpretation,
enforcement and execution of this Agreement shall apply the provisions of the
Mining Law and regulates, the Commercial Code and the Federal Civil Code. In the
case of interpretation, performance or execution of this Agreement, or
interpretation of what is not expressly provided for therein, the parties
expressly submit to the jurisdiction of the state and federal courts located and
competition in the City of Chihuahua State Chihuahua, renouncing the
jurisdiction of any other court, tribunal or court of any kind ':' and they can
'be entitled under existing or future home, or under any legal provision that
was or could be applicable .
SECTION 13
GENERAL
13.1. The parties shall act in good
faith and mutual cooperation in all matters relating to this Agreement, it being
understood that:
(A) Such a relationship should not
impose on any of them any obligation or liability other than the agreed in this
contract,
(B) This Agreement shall not constitute
or create a partnership between the parties or create any obligation jointly or
individually and jointly between them,
(C) Neither party shall have authority
to act, or assume ning4na obligation or responsibility on behalf of the other
party, except as
Expressly provided in this
Agreement.
13.2. This Agreement contains the entire
agreement of the parties with respect to the object, so the same effect cancels
and supersedes any other international agreement, convention of intent, either
verbal or written, having concluded the parties with respect a. That
object.
13.3. This Agreement may not be amended,
unless such changes are made in a letter signed by the
parties.
13.4. The parties shall perform or
promote the timely realization of any act or signing any document that
reasonably required or recommended accordance with the law to implement the will
of the parties contained in this Agreement.
13.5. This contract benefits and binding
upon the parties, as well as to their respective successors and
assigns.
13.6. This Agreement and the rights and
obligations agreed by the parties thereto are strictly limited to the Mining
Concession and the Area of Interest. Each party shall have the free and
unrestricted right to recruit, develop or benefit from other businesses of any
kind, whether or not in competition with the activities covered by this
Agreement, without being required to disclose these activities to the other
party or inviting it to participate or allow such participation, including,
without limitation, business-related mining rights or property rights contiguous
to the area of interest, or who have previously served
Áter the surface of the Mining
Concession.
13.7. Except as expressly provided in
this Agreement, the dealer must keep confidential all information relating to
this Agreement and the Mining Concession and shall not use such information for
activities other than those provided in this Agreement or disseminate publicly,
unless commandment is required by law.
13.8. The parties have signed this
contract in the Spanish and English languages in case of discrepancy between the
two versions, the English version will prevail. The parties acknowledge having
obtained legal advice and independent enough to have read and understood
(through interpreters and their respective legal counsel) the legal effect and
validity of this Agreement in Spanish and English versions. The English version
is attached for reference as Exhibit A, which incorporates part of the same for
all legal purposes which may apply.
XXXXXXXXXX IN THE FOREGOING, the parties
have signed this Agreement on the date indicated above.
