MEMORANDUM OF AGREEMENT
MADE THIS 6th DAY OF APRIL 1999
Between EURO PROPERTY & FINANCIAL LIMITED, "EURO"
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A British Virgin Islands corporation with a place of business at
00000 Xxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
And XXXX INTERNATIONAL LTS. "XXXX"
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A Colorado corporation with a place of business at
0000 Xxxxxx Xxxxxxx Xxxx, Xxxxx 0000
Xxxxxx, XX 00000
The above parties, at times, are referred to herein singly as "Party" and
collectively as "Parties"
WITNESSETH THAT:
WHEREAS, both Parties have active business interests in the Republic of the
Phillipines and Provincial is desirous of expanding it's interests therein.
WHEREAS, Euro through two of its subsidiaries has mining claim interests in the
Phillipines in which Xxxx wishes to participate.
THEREFORE, it is agreed as follows:
1. SUPERSEDING EFFECT
1.1 This agreement supersedes all existing oral or written agreements
between the Parties and constitutes the entire agreement between the
parties.
2. MINERAL PROPERTIES
2.1 MINERAL PROJECTS IN MINDANAO
2.1.1. GOLD MOUNTAIN MINING LTD, ("GMM"), a Euro B.V.I. has filed
for some 234,900 has. of mineral claims under 29 separate
Phillippine corporations (appx. 8,500 has. each) located in
northeastern Mindanao, primarily in the Agusan del Sur
province.
2.1.2 Rights to approximately 75% of the acreage has been upheld
by the DENR.
2.2 OFF-SHORE MINERAL PROPERTY IN CAMARINES NORTE
2.2.1. Euro through it's wholly subsidiary, PACIFIC RIM MINING LTD,
a B.V.I. corporation has filed one claim for an aff-shore
block containing aproximately 30,983 has. adjacent to the
historic Peracale gold district in Camarines Norte.
2.2.2. All legal and political work has been done on this project
to qualify for an Exploration Permit.
3. Xxxx agrees to tender to Buro or its assigns 200,000 shares of Xxxx
International Ltd. preferred shares in exchange for 20% of the share equity
in both Pacific Rim Mining Ltd. and Gold Mountain Mining Ltd.
4. Euro grants to Xxxx the option to acquire an additional 75% of the
authorized share capitol in both Pacific Rim Mining Ltd. and Gold Mountain
Mining Ltd. in exchange for an additional 100,000 preferred shares of Xxxx
International Ltd. This option is valid until January 31, 2000.
5. Should Xxxx exercise its option to acquire the additional 75% of the share
capitol in Pacific Rim Mining Ltd. and Gold Mountain Mining Ltd. as soon
set out in paragraph 4 above then as soon as is reasonable thereafter, Euro
shall furnish to Xxxx all of the geographical, geological, and other
relevant data in it's possession. Further, Euro agrees to engage a
registered Philippine engineer to issue to Xxxx a short appraisal report on
the above property based on the sunk costs.
Agreed to this 6 day of April, 1999
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/s/ Xxx Xxx Xxxxx /s/ Xxxxxx Xxxx
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Xxx Xxx Xxxxx Xxxxxx Xxxx
for and on behalf of for and on behalf of
Euro Property & Finance Limited Xxxx International Ltd.
