AGREEMENT
Exhibit 10.5
AGREEMENT
This Agreement is entered into as of July 22, 2013 between Silverstar Mining Corp., a Nevada corporation (“Silverstar” or the “Company”) and Elco Securities Ltd. (“Lender”).
WHEREAS, on or about June 8, 2012 Lender loaned Silverstar $15,000, and on or about October 2, 2012 Lender loaned Silverstar $7,500, and on or about January 25, 2013 Lender loaned Silverstar $10,000, in aggregate $32,500; and
WHEREAS, the loan agreements have been memorialized in a demand notes dated June 8, 2012, and January 25, 2013; and
WHEREAS, Silverstar does not have sufficient funds to satisfy the loan obligations; and
WHEREAS, on July 22, 2013 the Company’s Board of Directors approved a plan whereby debt holders could convert their loan into shares of common stock at a conversion rate of $0.35 per share; and
WHEREAS, Lender has agreed to exchange the loan obligation(s) for the convertible debenture;
NOW THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, receipt of which is hereby acknowledged, it is mutually agreed that:
1. SilverStar shall execute the attached convertible debenture solely in exchange for the $32,500 loans plus accrued interest made by Lender to Silverstar.
2. Upon execution of the convertible debenture, all sums otherwise due and payable by Silverstar are hereby incorporated in the convertible debenture. In case of default, Lender’s sole remedy shall be pursuant to the Convertible Debenture.
3. This Agreement shall be governed by and construed in accordance with the laws of the state of Nevada. Jurisdiction for any dispute shall be in the state of Nevada. In the event of any litigation, the prevailing party shall be entitled to recover all costs including attorney fees.
4. Each party acknowledges and represents that each party has either retained independent legal counsel or had sufficient time to retain independent legal counsel to review this Agreement and the Convertible Debenture.
This Agreement is executed this 22nd day of July, 2013
| Silverstar Mining Corp. | ||
| BY: | /s/ Xxxx Xxxxxxxx | |
| Xxxx Xxxxxxxx | ||
| ITS: | CEO | |
| Lender | ||
| BY: | /s/ Xxxxx Xxxxxx | |
| Xxxxx Xxxxxx | ||
| ITS: | Authorized Signatory | |
