CAPITOL SILVER AMENDMENT AGREEMENT
EXHIBIT
4.153
CAPITOL SILVER AMENDMENT
AGREEMENT
This
Amendment Agreement is dated for reference the 12th day
of December 2008
BETWEEN:
CANADIAN
PROSPECTING VENTURES INC.
X.X. Xxx
000, 00 Xxxxxx Xxxxxx
Xxxxxx
Xxxx, Xxxxxxx X0X 0X0
Telephone: (000)
000-0000
(the
above hereinafter referred to as the "Optionor")
OF
THE FIRST PART
AND:
XXXXXX
GOLD CORP.
711 - 000
Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxxx,
Xxxxxxx Xxxxxxxx X0X 0X0
Telephone: (000)
000-0000
(the
above hereinafter referred to as the "Optionee")
OF
THE SECOND PART
WHEREAS the Optionee and the
Optionor entered into an option agreement dated for reference the 21st day
of June 2005 (the “Capitol Silver Agreement”) and the parties wish to amend the
terms of the Capitol Silver Agreement.
NOW THEREFORE in consideration
of the premises and the mutual covenants and agreements herein contained, the
parties agree as follows:
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1.
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Sections
3 and 4 to the Capitol Silver Agreement be deleted in their entirety and
replaced with Sections 3 and 4 as written
below:
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“3.
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TERMS OF THE
OPTION
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In order
to maintain the Option in good standing and earn a 100% right, title and
undivided interest in and to the Property, the Optionee, subject to paragraph 2,
shall:
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(a)
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pay
to the Optionor $5,000 upon receipt of regulatory approval
(paid);
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(b)
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pay
to the Optionor a further $5,000 on or before September 22, 2006
(paid);
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(c)
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pay
to the Optionor a further $10,000 on or before September 22, 2007
(paid);
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(d)
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pay
to the Optionor a further $7,500 on or before December 29,
2008;
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(e)
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issue
to the Optionor 50,000 common shares of the Optionee upon receipt of
regulatory approval (issued);
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(f)
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issue
to the Optionor a further 50,000 common shares of the Optionee on or
before September 22, 2006 (issued);
and
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(g)
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issue
to the Optionor a further 100,000 common shares of the Optionee on or
before September 22, 2007 (issued);
and
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(h)
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issue
to the Optionor a further 150,000 common shares of the Optionee on or
before December 29, 2008.
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Exploration
expenditure requirements will include only those expenditures that are required
annually by the Ministry of Northern Development & Mines to keep the
property claims identified in Schedule A to the Capitol Silver Agreement in good
standing.
4. EXERCISE
OF THE OPTION
If the
Optionee has paid $27,500, issued 350,000 common shares to the Optionor, the
Optionee shall be deemed to have exercised the Option and will have acquired an
undivided 100% right, title and interest in and to the Property, subject only to
the Royalty Interest reserved to the Optionor.”
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2.
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In
all other respects the terms of the Capitol Silver Agreement remain as
written.
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- -
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3.
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Time
shall be of the essence of this Amendment
Agreement.
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4.
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The
parties hereto covenant and agree to execute and deliver all such further
documents as may be required to carry out the full intent and meaning of
this Amendment Agreement and to effect the transactions contemplated
hereby.
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5.
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This
Amendment Agreement shall be governed by and interpreted in accordance
with the laws of the Province of
Ontario.
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6.
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This
Amendment Agreement together with the Capitol Silver Agreement constitute
the entire agreement between the parties and supersedes all previous
understandings, communications, representations and agreements between the
parties with respect to the subject matter of this Amendment
Agreement.
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7.
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This
Amendment Agreement will enure to the benefit of and be binding upon the
parties hereto and their respective successors and permitted
assigns.
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IN WITNESS WHEREOF the parties
hereto have executed these presents as of the day and year first above
written.
CANADIAN PROSPECTING VENTURES
INC. )
)
)
Per:
/s/ Xxxx
LaRocque_________________ )
Xxxx
XxXxxxxx, Vice-President
)
XXXXXX GOLD
CORP. )
)
)
Per:
/s/ Xxxx Xxxxxxxx )
Xxxx
Xxxxxxxx,
Director )
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