AMENDMENT NO. 1 TO JOINT VENTURE AGREEMENT
AMENDMENT
NO. 1 TO JOINT VENTURE AGREEMENT
This
Amendment No. 1 to Joint Venture Agreement (the “Amended Agreement”),
dated
as of March 30, 2007, is entered into by and among Raven Gold Corp. (the
“Company”),
Xxxx
Xxxx Resources Corp. (“Xxxx”) and Corporación Amermin S.A. de C.V., a 97% owned
subsidiary of Xxxx Xxxx Resources Corp. (“Amermin”; Amermin and Xxxx shall
hereafter be collectively referred as “Xxxx Xxxx”).
R
E C I T
A L S:
WHEREAS,
the Company and Xxxx Xxxx are parties to that certain Joint Venture Agreement
(the “Agreement”), originally dated May 30, 2006. All capitalized terms used but
not defined herein shall have the meanings ascribed to such terms in the
Agreement;
WHEREAS,
the Company and Xxxx Xxxx originally entered into the Agreement on August
23,
2006 and at execution of the Agreement erroneously dated the Agreement as
of May
30, 2006;
WHEREAS,
the Company and Xxxx Xxxx mutually intended to have the Agreement be effective
as of May 30, but the Agreement was actually dated as of May 30, but did
not say
effective as of this date;
WHEREAS,
the Company and Xxxx Xxxx mutually agree and acknowledge that the Agreement
was
erroneously dated as of May 30, 2006 and should have been dated as of August
23,
2006 and effective as of May 30; and
WHEREAS,
the Company and Xxxx Xxxx mutually wish to amend the Agreement per the terms
of
this Amended Agreement to provide that the Agreement should have been dated
as
of August 23, 2006 and effective as of May 30.
A
G R E E M E N T:
NOW,
THEREFORE, in consideration of the foregoing and subject to the terms and
conditions herein contained, the parties hereto agree as follows:
Section
1 Amendments.
1.1 Date
of the Agreement.
Upon
the terms and the conditions set forth herein, the Company and Xxxx Xxxx
each
mutually agree and acknowledge that the Agreement is hereby amended to set
forth
that the date of the Agreement is August 23, 2006, and that the Agreement
is
effective as of May 30, 2006.
1.2 Amendment
to the Agreement.
The
first paragraph (the introductory paragraph) on page 1 of the Agreement is
hereby
amended and replaced in its entirety with the following section:
“Re:
Joint
Venture Agreement, dated as of the date hereof and effective as of May 30,
2006,
on the La Currita Groupings, near Temoris, Chihuahua, Mexico between Amermin
S.A. de C.V., a 97% owned subsidiary of Xxxx Xxxx Resources Corp. (Xxxx)
and
Raven Gold Corp. (RAVEN) in trust for a Mexican subsidiary to be created
at a
later date. The La Currita Groupings are approximately 192 acres and are
known
as Xxxxxx 0, Xx Xxxxxxx, Xx Curra, and La Currita (Head of group).”
Section
2 Miscellaneous.
2.1 Except
as amended hereby and for the purposes described herein, the Agreement shall
remain in full force and effect in accordance with its terms.
2.2 This
Agreement shall be governed by and construed in accordance with the laws
of the
State of New York applicable to contracts made and to be performed within
such
state.
[Signature
Pages Following]
IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
first-above written.
By:
/s/
Xxxx Xxxxxxxxx
Name:
Xxxx Xxxxxxxxx
Title:
Chief Executive Officer
Address
for Notice Purposes:
#000-000
Xxxx Xxxxxx
Xxxxxxxxx
X.X.
X0X-0X0
|
XXXX
XXXX RESOURCES CORP.
|
AMERMIN
S.A. DE C.V
|
|
By:
/s/
Xxxxxxx X. Xxxxxx Xx.
Name:
Xxxxxxx X. Xxxxxx Xx.
Title:
President and Chief Executive Officer
|
By:
/s/
Xxxxxx Xxxxxxx Xxxxxxx
Name:
Xxxxxx Xxxxxxx Xxxxxxx
Title:
President
|
| Address for Notice Purposes: | Address for Notice Purposes: |
