EXHIBIT 4.24
Assignment Agreement dated September 14, 2005, between
0724000 BC Ltd.
and
Magellan Gold Corp.
ASSIGNMENT AGREEMENT
THIS AGREEMENT is made as of the 14th day of September, 2005.
B E T W E E N:
0724000 B.C. LTD. (formerly Centrasia Mining Corp.), a British
Columbia corporation with an address of 300 - 0000 X. Xxxxxxxx
Xx., Xxxxxxxxx, XX X0X 0X0, Xxxxxx
("0724000")
OF THE FIRST PART
- and -
MAGELLAN GOLD (BVI) INC., a British Virgin Islands corporation
with an address of c/o HWR Services Limited, Craigmuir
Xxxxxxxx, P.O. Box 71, Road Town, Tortola, British Virgin
Islands
("Magellan Gold BVI")
OF THE SECOND PART
RECITALS:
1. 0724000 and Magellan Gold BVI are parties to an Option Agreement dated
as of the 8th day of July 2005 with Bulakashu Mining Company Ltd
("BMC"), Marsa Gold Corp. ("Marsa"), and Centrasia Mining Corp.
(formerly, Baradero Resources Limited, "Centrasia") (the "BMC Option
Agreement");
2. Under the terms of the BMC Option Agreement, 0724000 has been granted
an option to acquire BMC from Marsa;
3. Section 4 of the BMC Option Agreement provides as follows:
"Marsa acknowledges that immediately after the closing of the
transactions contemplated by the Pubco Agreement, all of Centrasia's
right, title and interest in this Agreement, the Loan Agreement, the
Marsa Guarantee and the Marsa Pledge shall be assigned to Magellan Gold
BVI and Marsa hereby consents to such assignment and agrees to execute
all collateral agreements and documents as may be necessary to effect
such assignment. Upon such assignment, Magellan Gold BVI shall assume
all of the rights, privileges, obligations and liabilities of Centrasia
under this Agreement, the Loan Agreement, the Marsa Guarantee and the
Marsa Pledge."
4. The transactions contemplated by the Pubco Agreement have closed and it
is in order to assign all of 0724000's right, title and interest in the
BMC Option Agreement, the Loan Agreement, the Note, the Marsa Guarantee
and the Marsa Pledge (the "Agreements") to Magellan Gold BVI;
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NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual
premises, agreements and covenants herein contained, the sum of Two Dollars
($2.00) now paid by each party hereto to the other and for other good and
valuable consideration (the receipt and sufficiency whereof being hereby
acknowledged), the parties hereto do hereby covenant and agree with each other
as follows:
1. GENERAL
1.1 CURRENCY. All dollar amounts referred to in this Agreement are in
Canadian funds unless otherwise expressly specified.
1.2 DEFINED TERMS. Any capitalized term used in this Agreement (including
the recitals) that is not defined in this Agreement shall have the meaning
attributed in the BMC Option Agreement.
1.3 ENTIRE AGREEMENT. This Agreement together with the BMC Option Agreement
constitutes the entire agreement between the parties hereto pertaining to the
subject matter hereof and supersedes all prior and contemporaneous agreements,
understandings, negotiations and discussions, whether oral or written with
respect to the subject matter hereof. This Agreement shall not be amended except
by a memorandum in writing signed by both parties and any amendment thereof
shall be null and void and shall not be binding upon a party which has not given
its consent as aforesaid. In the case of any discrepancy between this Agreement
and the BMC Option Agreement, the provisions of the BMC Option Agreement shall
prevail.
1.4 HEADINGS. The division of this Agreement into sections is for
convenience of reference only and shall not affect the interpretation or
construction of this Agreement.
1.5 TIME. Time shall be of the essence of this Agreement.
1.6 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and shall
enure to the benefit of the parties hereto and their respective successors and
assigns.
1.7 LAW. This Agreement shall be interpreted in accordance with the laws of
the Province of British Columbia and the federal laws of Canada applicable
therein.
1.8 SEVERABILITY. Any provision of this Agreement which is invalid or
unenforceable shall not affect any other provision and shall be deemed to be
severable herefrom.
1.9 FURTHER ASSURANCES. Each party shall from time to time diligently take
or cause to be taken such action and execute and deliver or cause to be executed
and delivered to the other party such documents and further assurances as, in
the reasonable opinion of counsel for the other party, may be necessary or
advisable to give effect to this Agreement.
1.10 COUNTERPARTS. This Agreement may be executed by the parties hereto in
separate counterparts (by original or telefacsimile signature) each of which
when so executed and delivered shall be deemed to be an original, and all such
counterparts shall together constitute one and the same instrument.
1.11 STATEMENTS OF FACT. This parties hereto specifically agree without
limitation, that the paragraphs forming the preambles to this Agreement contain
true and correct statements of fact.
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2. ASSIGNMENT OF THE AGREEMENTS
2.1 ASSIGNMENT. For good and valuable consideration 0724000 hereby grants,
assigns, transfers and sets over to Magellan Gold BVI all of its right, title
and interest in and to each of the Agreements, and Magellan Gold BVI hereby
assumes all of the rights, privileges, obligations and liabilities of 0724000 in
and to each of the Agreements.
3. COVENANTS, REPRESENTATIONS AND WARRANTIES
3.1 COVENANTS, REPRESENTATIONS AND WARRANTIES OF MAGELLAN GOLD BVI AND
0724000. Each party hereby covenants, represents and warrants to the other party
as follows and acknowledges that such other party is relying on the truth and
accuracy thereof in entering into this Agreement:
(i) it is a corporation duly incorporated and validly incorporated,
organized and existing under the laws of its corporate jurisdiction
with the corporate power, authority and capacity to enter into this
Agreement and fulfil the terms hereof;
(ii) the execution and delivery of this Agreement by such party neither
requires the consent of any person nor will conflict with or result in
a breach of any of the terms, conditions or provisions of its corporate
charter documents, any agreement or instrument by which it is bound or
any law, regulation or ordinance applicable to it;
(iii) it has all requisite corporate power and authority to execute, deliver
and perform its obligations under this Agreement. All necessary
corporate approvals have been obtained to carry out the full intent and
meaning of this Agreement;
(iv) this Agreement has been duly authorized, executed and delivered by it
and is a legal, valid and binding obligation of it enforceable against
it in accordance with its terms; and
(v) it has the full power and authority to assign or take assignment of, as
the case may be, the Agreements as contemplated in this Agreement.
3.2 REPRESENTATIONS AND WARRANTIES OF 0724000. 0724000 hereby covenants,
represents and warrants to Magellan Gold BVI as follows and acknowledges that
Magellan Gold BVI is relying on the truth and accuracy thereof in entering into
this Agreement:
(i) the Agreements are capable of assignment to Magellan Gold BVI in
accordance with the provisions of this Agreement and all consents of
third parties required for such assignment have been obtained;
(ii) the Agreements are valid and subsisting agreements, in full force and
effect and unmodified and there are no defaults thereunder by the
parties thereto; and
(iii) except as otherwise stated therein, each of the Agreements constitutes
the entire agreement between 0724000 and the other parties thereto in
respect of the matters dealt with therein and there are no collateral
agreements, undertakings, declarations or representations, written or
verbal, in respect thereof.
3.3 ADDITIONAL REPRESENTATION AND WARRANTY OF 0724000. 0724000 hereby
covenants, represents and warrants to Magellan Gold BVI as follows and
acknowledges that
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Magellan Gold BVI is relying on the truth and accuracy thereof in entering into
this Agreement: 0724000 has not assigned, transferred, mortgaged or otherwise
encumbered its interest in the Agreements to any other person and no person has
an option to acquire the same.
IN WITNESS WHEREOF this Agreement has been executed by the parties as of the
date and year first above written.
0724000 B.C. LTD. MAGELLAN GOLD (BVI) INC.
Per: /s/ Xxxxxxx Xxxxxxxx Per: /s/ Xxxx XxXxxx
------------------------ ------------------------
Authorized Signatory Authorized Signatory
THE ASSIGNMENT REFERENCED IN THE ABOVE AGREEMENT IS HEREBY ACKNOWLEDGED AND
CONSENTED TO AS OF THE 14TH DAY OF SEPTEMBER 2005.
BULAKASHU MINING COMPANY LTD
Per: /s/ Xxxx Xxx
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Authorized Signatory
MARSA GOLD CORP.
Per: /s/ Xxxxxxx Vedeshkin-Ryabov
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Authorized Signatory
CENTRASIA MINING CORP.
Per: /s/ Xxxxxxx Xxxxxxxx
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Authorized Signatory
