ASSIGNMENT AGREEMENT
THIS
ASSIGNMENT AGREEMENT
is made
effective as of August 31, 2005 (the "Effective
Date"),
by
and between INVESTCOL
LIMITED.,
a
corporation organized and existing under the laws of Belize, and whose address
is located at Xxxx Xxxxxx #0, Xxxx xx Xxxxxx, Xxxxxx ("ASSIGNOR");
COLOMBIA
GOLDFIELDS LTD.,
a
corporation organized and existing under the laws of Nevada having an address
located at 000 Xxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX ("ASSIGNEE"); and
CIA SERVICIOS
Y LOGISTICOS LTDA.,
a
corporation organized and existing under the laws of Colombia having an address
located at Xxxxxxx 00, Xx. 0X-00, Xxxxxxxx, Xxxxxxxx(xxx "OWNER").
ASSIGNOR, ASSIGNEE and OWNER are referred to collectively herein as the
"Parties".
WITNESSETH:
WHEREAS,
OWNER
owns certain mining and mineral rights on property known as Concessions 6602,
1343 and 6329 located in Xxxxxxxxx Xxxxxxxxxxxx, Xxxxxxxxx Xxxxxxxxxx, Xxxxxxxx,
Xxxxxxxx (collectively, the "Property"); and
WHEREAS,
on
or
about June 25, 2005 the OWNER entered into an agreement with ASSIGNOR,
denominated "Contract for Purchase Option of Mining Concessions" (the
"Original
Option Contract"),
under
which OWNER granted to ASSIGNOR certain rights including, among others, (i)
an
option to commence mining prospecting on the Property for a three (3) year
period commencing upon execution of the Original Option Contract and expiring
no
later than on the third anniversary thereof (the "Termination
Date");
(ii)
the right to execute a written purchase option transferring ownership of the
Property (the "Purchase
Option")
on or
within 60 days of the Termination Date; (iii) the right to transfer the Original
Option Contract to a third party at any time; and
WHEREAS,
as
more
fully specified in the Original Option Contract, ASSIGNOR agreed to pay OWNER
the sum of $10,000 in United States dollars for the Purchase Option, and to
pay
$2,990,000 in United States dollars for exploration work to be performed on
the
terms and subject to the conditions described in the Original Option Contract,
a
copy of which is annexed hereto as Exhibit "A"; and
WHEREAS,
ASSIGNOR
desires to sell, assign and transfer to ASSIGNEE, its rights, interests and
obligations under the Original Option Contract (including its remaining monetary
obligations to OWNER there under), and to delegate to Assignee its duties and
obligations under the Original Option Contract, subject to the terms contained
in this Assignment Agreement.
NOW,
THEREFORE, in
consideration of the premises and other valuable consideration paid by ASSIGNEE
to ASSIGNOR, the receipt and sufficiency of which is hereby acknowledged, the
parties agree as follows:
1. Incorporation
of Agreements By Reference
.
The
recitals to this Agreement are true and correct and are hereby incorporated
by
reference into and made a part of this Agreement.
1
2. Definitions
/Interpretation.
2.1 Definitions
.
In this
Assignment Agreement, the following terms have the meanings specified or
referred to in this Section 2 and shall be equally applicable to both the
singular and plural forms.
"Ancillary
Agreements"
means
all agreements, instruments and documents to be executed and delivered by
ASSIGNOR, OWNER and/or ASSIGNEE under this Assignment Agreement or in connection
herewith, and shall also include the Original Option Contract.
"Encumbrance"
means
any lien (statutory or other), claim, charge, security interest, mortgage,
deed
of trust, pledge, hypothecation, assignment, conditional sale, security
agreement or preferential arrangement of any kind or nature, and any easement,
encroachment, covenant, restriction, right of way, defect in title or other
encumbrance of any kind.
"Governmental
Body"
means
any branch, division or agency of a local, state, federal or international
governmental authority that maintains the right to create or regulate laws
pertaining to the subject matter of this Assignment Agreement and the ownership
of the Property.
"Legal
Requirement"
means
any federal, state, local, municipal, foreign or international, multinational
or
other law, statute, constitution, principle of common law, resolution,
ordinance, code, edict, decree, rule, regulation, court order, ruling or
requirement issued, enacted, adopted, promulgated implemented or otherwise
put
into effect by or under the authority of any Governmental Body.
"Letter
of Intent"
means
that certain non-binding letter of intent, dated as of June 27, 2005, by and
between the ASSIGNOR and ASSIGNEE.
"Material
Adverse Effect" or "Material Adverse Change"
means
any condition, circumstance, change or effect (or any development that, insofar
as can be reasonably foreseen, would result in any condition, circumstance,
change or effect) that is materially adverse to the assets, business,
liabilities, profits, results of operations, prospects or condition (financial
or otherwise) of the ASSIGNOR, OWNER, or Property.
"Materials
of Environmental Concern"
means
chemicals, pollutants, contaminants, wastes, toxic substances, petroleum and
petroleum products and any other substance that is now or hereafter regulated
by
any applicable Environmental Law or that is otherwise a danger to health,
reproduction or the environment
"Person"
means
any individual, corporation, partnership, joint venture, limited liability
company, association, joint-stock company, trust, unincorporated organization
or
Governmental Body.
2.2 Interpretation
.
As used
in this Assignment Agreement, the word "including" means without limitation,
the
word "or" is not exclusive and the words "herein", "hereof", "hereby", "hereto"
and "hereunder" refer to this Agreement as a whole. Unless the context otherwise
requires, references herein: (i) to Articles, Sections, Exhibits and Schedules
mean the Articles and Sections of and the Exhibits and Schedules attached to
this Assignment Agreement; (ii) to an agreement, instrument or other document
means such agreement,
2
instrument
or other document as amended, supplemented and modified from time to time to
the
extent permitted by the provisions thereof and by this Assignment Agreement;
and
(iii) to a statute means such statute as amended from time to time and includes
any successor legislation thereto. The Schedules and Exhibits referred to herein
shall be construed with and as an integral part of this Assignment Agreement
to
the same extent as if they were set forth verbatim herein. Titles to Articles
and headings of Sections are inserted for convenience of reference only and
shall not be deemed a part of or to affect meaning or interpretation of this
Assignment Agreement.
3. Assignment.
ASSIGNOR
hereby unconditionally sells, assigns, transfers, conveys, sets over and
delivers to ASSIGNEE, its successors and assigns forever, all of ASSIGNOR'S
right, title and interest in and to the Original Option Agreement of any kind
or
nature whatsoever without recourse (collectively, the “Assigned Interests”).
OWNER hereby consents to this assignment.
4. Delegation
of Duties.ASSIGNOR
hereby delegates to ASSIGNEE, and ASSIGNEE hereby assumes all of ASSIGNOR'S
responsibilities, duties and obligations to OWNER under the Original Option
Agreement including, among other things, ASSIGNOR'S payment obligations to
OWNER.
5. Consideration.
In consideration for the assignment by ASSIGNOR hereunder, ASSIGNEE (i) shall
issue
to
ASSIGNOR on the Closing Date as hereinafter defined, one million shares of
its
common stock (the “Option Payment”), restricted as to transfer in accordance
with applicable securities laws but subject to pro-rata "piggy-back"
registration rights in the event the ASSIGNEE registers shares of common stock
for any of its stockholders, and (ii) shall, on the Closing Date, enter into
an
Exploration and Development Agreement in form and substance satisfactory to
ASSIGNOR, which shall provide for payment to ASSIGNOR of the sum of $2.99
million in fees related to exploration and development of the Property over
a
three year period.
6. Closing
Date.
The
Closing of the transaction subject of this Assignment Agreement shall take
place
at 11:00 A.M., local time, on September 16, 2005, after the conditions set
forth
in this Assignment Agreement have been satisfied, and shall take place at the
offices of Akerman Senterfitt, Xxx Xxxxxxxxx Xxxxx Xxxxxx, 00xx
Xxxxx,
Xxxxx, XX 00000, or at such other
place or at such other time as shall be agreed upon by ASSIGNOR and ASSIGNEE.
The time and date on which the Closing is actually held are sometimes referred
to herein as the "Closing Date."
6.1 Option
Payment.
Subject
to fulfillment or waiver of the conditions set forth in Section 6.2 at the
Closing, ASSIGNEE shall deliver the Option Payment.
6.2 Conditions
to ASSIGNEE'S Obligations.
The
obligations of ASSIGNEE
to
effect the transactions subject of this Assignment Agreement shall, at the
option of ASSIGNEE, be subject to the satisfaction, on or prior to the Closing
Date, of the following conditions:
6.2.1 There
shall have been no material breach by the OWNER or ASSIGNOR in the performance
of any of its or their respective covenants and agreements herein; each of
the
representations and warranties of the OWNER or ASSIGNOR contained or referred
to
herein (or in the Original Option Contract) shall be true and correct on the
Closing Date as though made on the Closing Date, except for changes therein
specifically permitted by this Agreement or resulting from any transaction
expressly consented to in writing by ASSIGNEE; and there shall have been
delivered to ASSIGNEE a certificate to such effect, dated the Closing Date,
signed on behalf of the ASSIGNOR and OWNER by its or their President or any
Vice
President;
3
6.2.2 Between
the date hereof and the Closing Date, there shall have been (i) no Material
Adverse Change (as defined herein) in the assets, business, operations,
liabilities, profits, prospects or condition (financial or otherwise) of
ASSIGNOR; (ii) no material adverse Legal Requirement, legislative or regulatory
change affecting ASSIGNOR, OWNER or the Property; (iii) no change in the title
to the Property, or terms and conditions of the Original Option Contract; and
there shall have been delivered to ASSIGNEE a certificate to such effect, dated
the Closing Date and signed on behalf of ASSIGNOR or OWNER by their respective
Presidents or any Vice President;
6.2.3 ASSIGNEE
shall have received from ASSIGNOR or OWNER, with respect to the Property,
satisfactory evidence of ownership, including title opinions, and absence of
Encumbrances;
6.2.4 All
actions to be taken by ASSIGNOR and the OWNER in connection with the
consummation of the transactions contemplated hereby and all certificates,
opinions, instruments, and other documents required to effect the transactions
contemplated hereby shall be satisfactory in form and substance to ASSIGNEE
and
this Assignment Agreement shall be filed with the Registry of Mines in Colombia
immediately after closing.
6.2.5 ASSIGNEE
shall have received from ASSIGNOR a legal opinion as to certain matters set
forth in Section 7.1 in form and substance reasonably satisfactory to
ASSIGNEE.
6.2.6 ASSIGNEE
may waive any condition specified in this Section
6.2
if it
executes a writing so stating at or prior to the Closing.
6.3 Conditions
to ASSIGNOR’S Obligations.
The
obligations of ASSIGNOR to effect the transactions subject to this Assignment
Agreement shall, at the option of ASSIGNOR, be subject to the satisfaction,
on
or prior to the Closing Date, of the following conditions:
6.3.1 Payment
to ASSIGNOR of the Option Payment; and
6.3.2 Execution
of an Exploratory and Development Agreement with the terms set forth in Section
5.
7. Representations,
Warranties and Covenants. As
an
inducement to entering into this Assignment Agreement and towards consummating
the transactions contemplated hereby, each of ASSIGNOR and the OWNER, jointly
and severally, represent, warrant and covenant to ASSIGNEE as
follows:
7.1 ASSIGNOR
and OWNER.
7.1.1 Organization
and Authority.
Each of
ASSIGNOR and OWNER has the legal capacity to execute, deliver and perform its
obligations under this Agreement and the Ancillary Agreements (as hereinafter
defined). The execution, delivery and performance of this Assignment Agreement
and the Ancillary Agreements have been duly authorized. This Assignment
Agreement and the Ancillary Agreements have been duly and validly executed
and
delivered by each of ASSIGNOR and OWNER and, assuming the valid execution and
delivery thereof by ASSIGNEE, this Assignment Agreement and the Ancillary
Agreements constitute the legal, valid and binding obligations of each ASSIGNOR
and OWNER, enforceable against ASSIGNOR and OWNER in accordance with their
terms. ASSIGNOR and OWNER need not give any notice to, make any filing with,
or
obtain any authorization,
4
consent,
or approval of any Governmental Body or third party in order to consummate
the
transactions contemplated by this Assignment Agreement or any Ancillary
Agreement.
7.1.2 Good
Standing.
The
ASSIGNOR is a corporation duly organized, validly existing and in good standing
under the laws of the State of Belize, while the OWNER is a corporation
organized, validly existing and in good standing under the laws of
Colombia.
7.1.3 No
Violation.
Neither
the execution and delivery of this Assignment Agreement or any of the Ancillary
Agreements, or the consummation of any of the transactions contemplated hereby
or thereby, nor compliance with or fulfillment of the terms, conditions and
provisions hereof or thereof will, directly or indirectly violate any Legal
Requirement affecting the Property, or the rights of ASSIGNEE subject to the
Original Option Contract.
7.1.4 Title
to Properties;
Encumbrances.
OWNER
owns the
Property, and its ownership interests are in full force. OWNER has the right
to
explore and develop the Property set forth on Schedule 7.1.4.
There
are no other agreements or other documents governing or affecting the ownership
of the Property. There
are
no Encumbrances affecting the Property. OWNER shall maintain absolute and
complete ownership to the Property until the Termination Date and shall keep
the
Property free from any and all Encumbrances through the Termination
Date.
7.1.5 Governmental
Authorizations.
The
OWNER owns, holds or possesses all licenses, franchises, permits, privileges,
immunities, approvals and other authorizations from a Governmental Body which
are necessary to entitle it to own and use the Property as contemplated herein
(herein collectively called "Governmental
Authorizations"),
except for such incidental licenses, permits and other authorizations which
would be readily obtainable by any qualified applicant without undue burden
in
the event of any lapse, termination, cancellation or forfeiture thereof.
Complete and correct copies of all of the Governmental Authorizations will
be
delivered to ASSIGNEE prior to Closing.
Furthermore, the OWNER has fulfilled and performed its obligations under each
of
the Governmental Authorizations, all of the Governmental Authorizations are
valid and in full force and effect, and no event has occurred or condition
or
state of facts exists which constitutes or, after notice or lapse of time or
both, would constitute a breach or default under any such Governmental
Authorization or which permits or, after notice or lapse of time or both, would
permit revocation, withdrawal, suspension,
cancellation, or termination of, or any modification to, any
such
Governmental Authorization, or which might adversely affect the rights of the
ASSIGNEE with respect to the Property under any such Governmental Authorization.
Such Governmental Authorizations are either assignable to or obtainable by
the
ASSIGNEE. OWNER will maintain such Governmental Authorizations in full force
and
effect until the Termination Date.
7.1.6 Environmental
Matters.
OWNER
is
in compliance in all material respects with all applicable Environmental Laws
(as hereinafter defined), which includes the possession by OWNER of all permits
and other Governmental Authorizations required under applicable Environmental
Laws, and compliance with the terms and conditions thereof. OWNER has not
received, at any time, any notice or other communication (in writing or
otherwise), whether from a Governmental Body, citizens group, employee or
otherwise, (a) that alleges that OWNER is not in compliance with any
Environmental Law, and there are no circumstances that may prevent or interfere
with the ASSIGNEE’s compliance with any Environmental Law in the future; or
(b) regarding any actual, alleged, possible or potential obligation
on the
part of OWNER to undertake, or to bear all or any portion of the cost of, any
cleanup or any remedial, corrective or response action of any nature. For
purposes of this Section 7.16:
(i) "Environmental
Law"
means
any federal, state, local or Legal Requirement relating to pollution or
protection of human health or the environment (including ambient air, surface
water, mineral rights, ground water, land surface or subsurface strata),
including any law or regulation (of any country or state
5
or
locality) relating to emissions, discharges, releases or threatened releases
of
Materials of Environmental Concern, or otherwise relating to the manufacture,
processing, distribution, use, treatment, storage, disposal, transport or
handling of Materials of Environmental Concern. OWNER will maintain compliance
with all Environmental laws through the Termination Date.
7.2 ASSIGNEE.
As an
inducement to ASSIGNOR to enter into this Assignment Agreement and to consummate
the transaction contemplated hereby, ASSIGNEE hereby represents and warrants
to
ASSIGNOR as follows:
7.2.1 Organization
of ASSIGNEE.
ASSIGNEE is a corporation duly organized, validly existing and in good standing
under the laws of the State of Nevada and has full corporate power and authority
to own or lease and to operate and use its properties and assets and to carry
on
its business as now conducted.
7.2.2 Authority
of ASSIGNEE.
ASSIGNEE has full power and authority to execute, deliver and perform this
Agreement and all of the Ancillary Agreements. The execution, delivery and
performance of this Agreement and the Ancillary Agreements by ASSIGNEE have
been
duly authorized and approved by ASSIGNEE’S board of directors and do not require
any further authorization or consent of ASSIGNEE or its stockholders. This
Agreement has been duly authorized, executed and delivered by ASSIGNEE and
is
the legal, valid and binding agreement of ASSIGNEE and is enforceable in
accordance with its terms, and each of the Ancillary Agreements has been duly
authorized by ASSIGNEE and upon execution and delivery by ASSIGNEE will be
a
legal, valid and binding obligation of ASSIGNEE enforceable in accordance with
its terms.
Neither
the execution and delivery of this Assignment Agreement, any of the Ancillary
Agreements, the consummation of any of the transactions contemplated hereby
or
thereby nor compliance with or fulfillment of the terms, conditions and
provisions hereof or thereof will:
(i)
conflict with, result in a breach of the terms, conditions or provisions of,
or
constitute a default, an event of default or an event creating rights of
acceleration, termination or cancellation or a loss of rights under the Articles
of Incorporation or bylaws of ASSIGNEE, or by any Court Order to which ASSIGNEE
is a party or by which it is bound or any Legal Requirements affecting ASSIGNEE;
or
(ii)
require the approval, consent, authorization or act of, or the making by
ASSIGNEE of any declaration, filing or registration with, any
Person.
8. Termination.
8.1 Grounds
for Termination.
Anything contained in this Assignment Agreement to the contrary notwithstanding,
this Agreement may be terminated at any time prior to the Closing
Date:
8.1.1 by
the
mutual consent of the ASSIGNOR and ASSIGNEE;
8.1.2 by
ASSIGNOR if the Closing shall not have occurred on or before September 16,
2005,
or within five business days of such date, or such later date as may be mutually
agreed to by the Parties;
8.1.3 by
ASSIGNEE in the event of any material breach by ASSIGNOR and OWNER of any of
their respective agreements, representations or warranties contained herein
and
the failure of ASSIGNOR and OWNER, as applicable, to cure such breach within
seven days after receipt of notice from ASSIGNEE requesting such breach to
be
cured; or
6
8.1.4 by
ASSIGNOR and OWNER in the event of any material breach by ASSIGNEE of any of
its
agreements, representations or warranties contained herein and the failure
of
ASSIGNEE to cure such breach within seven days after receipt of notice from
ASSIGNEE requesting such breach to be cured.
8.2 Notice
of Termination.
Any
party desiring to terminate this Assignment Agreement shall give notice of
such
termination to the other parties to this Assignment Agreement.
8.3 Effect
of
Termination. In the event that this Assignment Agreement shall be terminated,
all further obligations of the parties under this Assignment Agreement shall
be
terminated without further liability of any party to the other, except
for the liability of ASSIGNOR
to repay $200,000 to ASSIGNEE within 30 days of the termination of this
Assignment Agreement.
9. Indemnification.
9.1 Survival.
Each
covenant or agreement in this Assignment Agreement shall survive the Closing
without limitation as to time until fully performed in accordance with its
terms
and each representation and warranty in this Assignment Agreement shall survive
the Closing until the fifth (5th)
anniversary of the Closing Date (the "Survival Date").
9.2 Notice.
Notice of a claim for indemnification with respect to any representation and
warranty must be given to the Party against whom indemnification is sought
prior
to the termination of the relevant survival period in writing and in sufficient
detail to properly inform the alleged indemnitor of the nature of the claims
asserted.
9.3 Indemnification
by ASSIGNOR and OWNER. From and after the Effective Date, the ASSIGNOR and
OWNER
shall, jointly and severally, indemnify fully, hold harmless, protect and defend
the ASSIGNEE from and against (i) any and all losses and expenses incurred
by
ASSIGNEE arising out of, relating to, or based upon any inaccuracy in, or breach
of, any of the representations or warranties contained in this Assignment
Agreement or in the Schedules or Exhibits hereto; (ii) any and all losses and
expenses incurred by ASSIGNEE arising out of, relating to, or based upon any
failure to perform, or other breach of, any of the covenants or agreements
of
contained in or incorporated into this Agreement or in the Schedules hereto
by
ASSIGNOR and OWNER; and (iii) any and all losses and expenses incurred by
ASSIGNEE following the Closing to the extent that such losses and expenses
(A)
relate to the transactions contemplated by this Assignment Agreement; and (B)
arise out of, are related to, or are caused by facts, conditions, acts,
omissions or circumstances occurring or existing prior to the Closing. The
right
of ASSIGNEE to be indemnified hereunder shall not be limited or affected by
any
investigation conducted or notice or knowledge obtained by or on behalf of
ASSIGNEE.
10. Further
Assurances.
The
Parties hereby agree to execute and deliver, from time-to-time hereafter, to
one
another any and all further documents or instruments as they may reasonably
request in order to effect the purposes and carry out the provisions of this
Assignment Agreement. In the event that at any time hereafter, due to a change
in circumstances (including, without limitation, any changes in applicable
law
or any decision hereafter made by a court of competent jurisdiction construing
applicable law), it is, in the opinion of counsel for a Party, necessary or
desirable to file or record this Assignment Agreement or any Ancillary
Agreement, the Parties agree to execute and deliver any instruments that may
be
necessary or appropriate to make such filing or recording
effective.
11. Benefit.
This
Assignment Agreement shall be binding upon each of the parties hereto and their
successors and assigns.
7
12. Waiver,
Modification or Cancellation.
Any
waiver, alteration or modification of any of the provisions of this Assignment
Agreement, or cancellation or replacement of the same, shall not be valid unless
made in writing and signed by the parties hereto.
13. Choice
of Law and Forum for Disputes.
The
validity of this Agreement or any of its terms, covenants and conditions, as
well as the rights and duties of the parties hereunder, shall be interpreted
and
construed pursuant to and in accordance with the laws of Colombia. Any disputes
arising under this Assignment Agreement shall be arbitrated under the Rules
of
the American Arbitration Association (AAA), There shall be three arbitrators
that preside over the dispute. Each party shall select one arbitrator, and
the
two so chosen shall select the third arbitrator. If the parties are unable
to
agree on the third arbitrator, such person shall be selected the Medellin,
Colombia Chamber of Commerce. The parties shall share the costs of the
arbitrators and AAA. The arbitration shall take place in Medellin, Columbia
and
shall be governed by AAA's commercial rules on international civil disputes.
14. Notices.
All
notices or other communications required or permitted hereunder shall be in
writing and shall be deemed given or delivered (i) when delivered personally;
(ii) if transmitted by facsimile when confirmation of transmission is received;
or (iii) if sent by registered or certified mail, return receipt requested,
or
by private courier when received; and shall be addressed as
follows:
If
to
the ASSIGNEE: Colombia
Goldfields Ltd.
Attention:
Xxx Xxxxxx
Facsimile:
000-000-0000
If
to
the ASSIGNOR:
Investcol
Limited
Attention:
Xxx Xxxxx
Facsimile:
000-000-0000
If
to
the OWNER:
Cia
Servicios y Logisticos Ltda.
Attention:
Xxxxxxx Major
Facsimile:
011 57 4 268 7480
or
to
such other address as such party may indicate by a notice delivered to the
other
party hereto.
15. Entire
Agreement.
This
Agreement, and all other documents executed in connection with the Assignment
Agreement contain the entire understanding and agreement of the parties with
respect to the subject matters set forth herein or therein, superseding any
and
all prior agreements, written or oral, between the parties regarding the same
subject matter. Each party to this Assignment Agreement acknowledges that no
representations, inducements, promises or statements (whether oral or written)
have been made by any party hereto or anyone acting on behalf of any party
hereto which are not embodied herein. Each party agrees that no other agreement,
covenant, representation, inducement, promise or statement with respect to
the
subject matter hereof, if not set forth herein in writing shall be valid or
binding.
16. Press
Release.
The
ASSIGNOR and ASSIGNEE shall mutually approve the content of any press release
regarding this Assignment Agreement.
8
17. Captions
and Headings.
The
captions and headings of the paragraphs of this Assignment Agreement are
inserted for convenience of reference only and are not to be construed in any
way as a part of this Agreement.
ASSIGNOR:
ASSIGNEE:
INVESTCOL
LIMITED
COLOMBIA
GOLDFIELDS LTD.
/s/
Xxx
Xxxxx /s/
Xxx
Xxxxxx
By:
_________________________________ By:
_________________________________
Xxx
Xxxxx, Legal Representative Xxx
Xxxxxx, President
OWNER:
CIA SERVICIOS
Y LOGISTICOS LTDA.
/s/
Xxxxxxx Major
By:
__________________________________
Xxxxxxx
Major, General Manager
9
Exhibit
A
CONTRACT
FOR PURCHASE OPTION OF MINING CONSESSIONS
The
undersigned, CIA SERVICIOS Y LOGISTICOS LTDA., a Columbian Corporation
constituted under public deed _____ at the 25 Notary of Medellin on 04, August,
2005, duly represented by Xxxxxxx Major, legal age, Columbian, whose address
is
MEDELLIN, bearer of personal identification 206811; hereinafter known as the
TITLE-HOLDER, as one party and for the other party, INVESTOOL Ltd., a
corporation constituted and effective according to the laws of Belize and whose
address is located on Xxxx Street, #1, in the City of Belize, Belize, duly
represented by Xxx Xxxxx, legal age, male, Canadian, resident in Toronto,
Canada, bearer of passport number XX000000 hereinafter known as THE ELECTOR
have
celebrated this contract with a purchase option subject to the following
clauses:
FIRST:
OBJECTIVE
THE
OWNER
has given THE ELECTOR the option to acquire, by means of purchase, Concessions
6602, 1343 and 6329, located in the Caramanta Municipality, Artioquie
Department, Medellin, Columbia.
SECOND:
TIME PERIOD OF THE OPTION:
The
ELECTOR may use the option or desist within a period of three (3) years
beginning from the date this contract is signed.
THIRD:
PURCHASE-SALE PRICE
The
purchase price of the concessions is Ten thousand dollars ($10,000.00) the
moment the purchase option is executed.
FOURTH:
THE ELECTORS RIGHTS DURING THE TIME PERIOD OF THE OPTION.
A)
THE
ELECTOR may begin all the mining prospecting works that he considers convenient
to estimate the economical possibility of exploration of the mine, obtaining
the
necessary material samples for their chemical and geological
analysis.
B)
He may
also desist the option with a simple declaration in writing of said
decision.
C)
Transfer this contract.
FIFTH:
OBLIGATIONS OF THE ELECTOR DURING THE TIME PERIOD OF THE OPTION.
During
legal effect period of this contract, the ELECTOR will be obligated to invest
the amount of TWO MILLION NINE HUNDRED U.S. DOLLARS (US$2,990,000.00) for
exploration works as follows: The amount of THREE HUNDRED THOUSAND DOLLARS
(US$300,000.00)
10
during
the first year of this contract; the amount of SEVEN HUNDRED THOUSAND DOLLARS
(US$700,000.00) during the second year of this contract; and the amount of
ONE
MILLION NINE HUNDRED NINETY DOLLARS (US$1,990,000.00) during the third year
of
this contract.
SIXTH:
OBLIGATIONS OF THE TITLE-HOLDER DURING THE TIME PERIOD OF THE
OPTION.
| A) |
Comply
with all the obligations that the title certificate imposes to maintain
the right to the private property of the
mine.
|
| B) |
To
execute all the intended actions to maintain the possession and property
of the mine;
|
| C) |
Maintain
the ELECTOR in condition to continue the
exploration.
|
| D) |
Transfer
the title ownership of the mining concessions to the ELECTOR, if
the
ELECTOR is up to date with his investments and obligations at the
moment
of execution of the purchase option. The TITLE-HOLDER will transfer
the
property and title ownership of the mining concessions referred to
in the
aforementioned first clause in the name of THE ELECTOR, by means
of a
purchase-sale document.
|
SEVENTH:
TITLE RIGHTS OF THE TITLE-HOLDER IN CASE OF ABANDONMENT BY THE
ELECTOR.
| A) |
To
remain as proprietor of the advance payments received between the
date of
the contract and the date of the
abandonment.
|
| B) |
To
receive free results of the exploration development up to the moment
of
the abandonment.
|
EIGHTH:
MANNER OF TAKING THE OPTION OR ABANDON SAME.
The
ELECTOR must execute his Purchase Option by means of a letter to THE
TITLE-HOLDER which will be sent to the address indicated in clause fifteenth.
Said letter must be sent within 60 days prior to the date of expiration of
this
contract.
TENTH:
TIME PERIOD FOR THE PURCHASE-SALE.
The
public deed of the purchase-sale must be celebrated within thirty (30) calendar
days following the date in which THE ELECTOR decides to execute the purchase
option and is up to date with his investments that are stated in the fourth
clause above.
ELEVENTH:
AMENDMENTS.
In
order
to be effective, the amendments to this contract must be made in
writing.
11
TWELFTH:
ARBITRATION.
Any
controversy or difference related to this contract and its execution or
cancellation, will be resolved by a board of arbitration composed of three
(3)
arbitrators designated by the Medellin Chamber of Commerce, which must be
received in right.
THIRTEEN:
COSTS.
Each
party will pay half of the authentication costs and expenses, such as material
expenses, stamp tax and, in general, any expenses required for the
authentication and perfection of this contract.
FOURTEEN:
GUARANTEE.
The
TITLE-HOLDER will guarantee by eviction, in case any third parties claims rights
of any nature on the area subject of this contract and to make its execution
difficult and impossible.
FIFTEENTH:
ADDRESSES:
For the
purposes of notices and correspondence related to this contract the addresses
of
the interested parties is as follows:
THE
TITLE-HOLDER
CIA.
SERVICIOS Y LOGISTICOS LTDA.
STREET
Attention:
Xxxxxxx Major
THE
ELECTOR
INVESTCOL
Ltd.
Xxxx
Street #1 Belize
Attention:
Xxx Xxxxx
For
the
records, this contract is signed in two copies of the same nature, for each
party, in Medellin, Columbia on the 25th
of the
month of June, 2005.
CIA.
SERVICIOS Y LOGISTICOS LTDA. INVESTCOL
Ltd.
THE
TITLE-HOLDER THE
ELECTOR
