EXHIBIT 10.9
August 3, 2005
Xx. Xxxxxxx X. Xxxxxx Xx.
President & CEO
American Stellar Energy Inc.
Re: Option Agreement on the San Xxxxxx Groupings, near Temoris,
Chihuahua, Mexico between Amermin S.A. de C.V., a 97% owned subsidiary of
American Stellar Energy, Inc. and Paramount Gold Mining Corp. in trust for a
Mexican subsidiary to be created at a later date (Paramount). The San Xxxxxx
Groupings are approximately 800 acres and are known as Santa Xxxxx, Las Tres
S.S.S., San Xxxx, El Carmen, Swanick, Sangre De Cristo, Las Tres B.B.B.,
Xxxxxxxxx De Los Xxxxx, San Xxxx, El Xxxxxxx, San Xxxxxx (Head of group) and
Empalme.
Dear Xx. Xxxxxx;
We are pleased to present the following terms regarding the San Xxxxxx
Groupings.
Terms:
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1. Upon the signing of this Agreement, Paramount agrees to purchase 35%
of American Stellar Energy's interests in the San Xxxxxx Groupings by
completing the following;
a) Make a non-refundable payment of US$50,000.00, coinciding with the
signing of this Agreement (the payment will be refundable if a satisfactory
title search is not secured by Paramount from American Stellar by August 17,
2005);
b) Make a payment of US$250,000.00 by August 18th 2005, to purchase 25%
of American Stellar Energy's interests in the San Xxxxxx Groupings;
c) Make a payment of US$100,000.00 by November 18th, 2005; to increase
the purchase to 35% of American Stellar Energy's interests in the San Xxxxxx
Groupings and;
d) Paramount must issue to American Stellar 300,000 Rule 144 restricted
common shares
Upon signing of this Agreement, American Stellar agrees to:
a) Make available a certified copy of title for the San Xxxxxx Groupings
as soon as one is received or no later then August 17th, 2005.
2. Paramount agrees to make its earned percentage of all property
payments and any other payments deemed necessary to maintain the properties
and keep in good standing the full interest in the San Xxxxxx Groupings and
continue to make these payments as long as the Joint Venture outlined in this
agreement is in effect. Payments will be escrowed for payment at least 14 days
before payment is due.
3. Paramount will make an additional payment of US $50,000.00 or an
equivalent value of Paramount shares on every anniversary date of this
agreement to maintain its interests earned, and to keep the Joint Venture in
good standing.
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4. Paramount may increase its interest in the San Xxxxxx project to 55%
thereby reducing American Stellar Energy's interest in the San Xxxxxx
Groupings to 45%, after the following conditions have been met:
a. Paramount spends an additional US$1 million on exploration and
development within 18 months of the date this agreement is signed. American
Stellar agrees that Paramount will be the operator overseeing the additional
US$1 million expenditure; however, American Stellar Energy may have it
representatives on location at any and all times to observe all operations,
and may audit expenditures as necessary.
b. Once Paramount has notified American Stellar Energy in writing, along
with supporting documents, that it has spent US$1 million in exploration work
on San Xxxxxx, the Joint Venture Partners agree to enter into a standard joint
venture agreement by which it will have a 55% working interest in the San
Xxxxxx project and American Stellar will own a 45% interest. At this point,
Paramount is to be appointed operator of the joint venture and will remain the
operator as long as it maintains it's 55% participation in the joint venture
by paying it's proportionate share of expenses and property payments or
decides to withdraw from such responsibility; and
c. Paramount issues to American Stellar an additional 200,000 Rule 144
restricted common shares.
5. A standard dilution clause will apply in case one of the partners
decides not to participate financially for its proportionate share in any
exploration or development program submitted by the operator. Should the
operator decide not to present any exploration or development programs, the
other party can present one and become the operator.
As a basis for the dilution clause, each party will be deemed to have
invested the following amount of money in the San Xxxxxx Groupings:
1. Paramount: US$1,300,000 (representing its 55% interest); and
2. American Stellar: US$1,063,000 (representing its 45% interest).
Once a participant has been diluted to a 20% interest, this interest will
automatically convert into a 2% N.S.R. and the joint venture agreement will
become null and void. At any time, the 2% NSR can be reduced to 1% by any
partner in exchange for a US$500,000 payment;
6. Each party, as long as their original participation is maintained,
will have one vote each in the decisions of the joint venture management
committee. An arbitration clause will be included in case of disagreement;
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7. It is also agreed that Paramount has an option to increase its
interest in the San Xxxxxx groupings to 70% thereby reducing American Stellar
Energy's interest in the San Xxxxxx groupings to 30%, on the following
conditions:
a. Paramount spends an additional US$1.5 million over and above the
US$1.0 million expenditures outlined in 4(a) above on exploration and
development within 30 months of the date this agreement is signed. American
Stellar agrees that Paramount will remain as operator overseeing the US$1.5
million expenditure; however, American Stellar may have it representatives on
location at any and all times to observe all operations, and may audit
expenditures by Paramount as necessary.
b. Paramount issues to American Stellar 200,000 Rule 144 restricted
common shares; and
c. Paramount agrees that after it has earned its 70%, American Stellar
Energy will receive 90 days, from the date of approval of any exploration
budget, to pay its proportionate share of actual expenditures.
The dilution clause in term #5 will be revised upon Paramount increasing
its interests to 70%, and as a basis for the dilution clause, each party will
be deemed to have invested the following amount of money in the San Xxxxxx
Groupings:
1. Paramount: US$2,800,000 (representing its 70% interest); and
2. American Stellar: US$1,200,000 (representing its 30% interest).
8. Paramount agrees that during its earn-in period and any time
thereafter, American Stellar is allowed to mine ore from the San Xxxxxx
Groupings at a daily rate no greater than 75 tons per day. Any revenues, net
of operating costs, derived from mining ore at the San Xxxxxx groupings will
be divided between Paramount and American Stellar based on each partner's
earned interest at that time.
9. American Stellar agrees that Paramount will have the right to process
ore outlined above in #8, at the La Currita Mill at a minimum rate of 75 tons
per day. Tonnage allowance will be subject to ore that has been delivered to
the mill and the availability of an operational Mill. Paramount agrees to pay
ore processing fees to American Stellar at a rate equal to the actual milling
costs per ton plus 10% of the net smelter proceeds. American Stellar agrees
that Paramount will have the first right of refusal to participate in any mill
improvements that will increase the daily capacity of the La Currita mill
operation, therefore increasing Paramount's minimum rate (75 tpd)
proportionally.
10. Should Paramount decide not to pursue exploration efforts, then
Paramount will cease to be the operator. In such a case, Paramount will
continue to hold its earned interest in the San Xxxxxx Groupings and all
portions of this agreement shall remain in effect and binding on each party;
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11. Either party in the joint venture shall have first right of refusal
on the sale of any portion of its interest in the San Xxxxxx Groupings to a
third party for 30 days from the date of notification.
Subject to any disclosure requirements as promulgated by the Securities
and Exchange Commission, the parties agree to consult each other and agree on
joint news releases in the event of any public disclosure.
The parties mutually understand that, subject to the conditions contained
herein, this letter constitutes a binding agreement.
Please indicate your concurrence with the foregoing by affixing your
signature below, and thereafter transmitting such executed copy in the manner
heretofore described.
DATED this 3rd day of August, 2005
/s/ Xxxxxxxxxxx Xxxxx
Per: ______________________________
Xxxxxxxxxxx Xxxxx, CA
Director
Paramount Gold Mining Corp.
DATED this 3rd day of August, 2005
/s/ Xxxxxxx X. Xxxxxx Xx.
Per: _____________________________
Xxxxxxx X. Xxxxxx Xx.
President & CEO
American Stellar Energy, Inc.
DATED this 3rd day of August, 2005
/s/ Xxxxxx Xxxxxxx Xxxxxxx
Per: _____________________________
Xxxxxx Xxxxxxx Xxxxxxx
Title President
Amermin S.A. De C.V.
