Contract
Exhibit 4.160
This
Amendment Agreement dated for reference the 10th day
of February 2009
BETWEEN:
XXXXXX GOLD CORP. of Suite 711
- 000 Xxxx Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X
0X0
(referred
to as "Xxxxxx")
OF
THE FIRST PART
AND:
XXX
XXXXXXX (as
to 43%)
00 Xxxxx
Xxxxxx
Xxxxxxx
Xxx, Xxxxxxx X0X 0X0
Tel: (000)
000-0000
XXXXXX
XXXXXX (as
to 42%)
00
Xxxxxxxx Xxxxxx
Xxxxx
Xxx. Xxxxx, Xxxxxxx X0X 0X0
Tel: (000)
000-0000
XXXXXX
XXXXXX
(as to 15%)
X.X. Xxx
000
Xxxxxxxxx
Xxx, Xxxxxxx X0X 0X0
Tel: (000)
000-0000
(hereinafter
referred to as the "Optionors")
OF
THE SECOND PART
WHEREAS Xxxxxx and the
Optionor entered into an option agreement dated for reference the 1st day
of March 2006 and an amendment agreement dated the 19th day
of October 2007 (collectively, the “East Breccia Agreement”) and the parties
wish to amend terms of the East Breccia Agreement.
NOW THEREFORE in consideration
of the premises and the mutual covenants and agreements herein contained, the
parties agree as follows:
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1.
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Sections
3 and 4 to the East Breccia Agreement be deleted in their entirety and
replaced with Sections 3 and 4 as written
below:
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|
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“3.
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TERMS OF THE
OPTION
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In order
to maintain the Option in good standing and earn a 100% right, title and
undivided interest in and to the Property, the Optionee, subject to paragraph 2,
shall:
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(a)
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pay
to the Optionor $12,000 within 10 days of receipt of regulatory approval
(paid);
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(b)
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pay
to the Optionor a further $25,000 on or before March 1, 2007
(paid);
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(c)
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pay
to the Optionor a further $25,000 on or before Xxxxx 0, 0000
(xxxx);
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(x)
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pay
to the Optionor a further $15,000 on or before February 10, 2009
(paid);
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(e)
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pay
to the Optionor a final $50,000 on or before March 1,
2010;
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(f)
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issue
to the Optionor 50,000 common shares of the Optionee within 10 days of
receipt of regulatory approval
(issued);
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(g)
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issue
to the Optionor a further 50,000 common shares of the Optionee on or
before June 1, 2007 (issued); and
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(h)
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issue
to the Optionor a further 50,000 common shares of the Optionee on or
before June 1, 2008 (issued); and
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(i)
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issue
to the Optionor a further 100,000 common shares of the Optionee on or
before June 1, 2009 (the additional 50,000 shares subject to regulatory
approval); and
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(j)
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issue
to the Optionor a final 100,000 common shares of the Optionee on or before
June 1, 2010.
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4. EXERCISE OF THE
OPTION
If the
Optionee has paid $127,000 and issued 350,000 common shares to the Optionor, the
Optionee shall be deemed to have exercised the Option and will have acquired an
undivided 100% right, title and interest in and to the Property, subject only to
the Royalty Interest reserved to the Optionor.”
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2.
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Section
7 to the East Breccia Agreement be deleted in its entirety and replaced
with Sections 7 as written below:
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“7. NOTICE OF DEFAULT AND TERMINATION BY
OPTIONOR
If the
Optionee should be in default in making any payments or performing any other of
its obligations hereunder, the Optionors may give written notice to the Optionee
specifying the default. The Optionee shall not lose any rights
granted under this Agreement so long as, within thirty (30) days after the
giving of such notice of default by the Optionors, the Optionee shall cure the
specified default. If the Optionee fails to cure the default within
the thirty (30) day period, this Agreement shall terminate. Upon
termination of this Agreement by the Optionors, the provisions of the paragraph
in this Agreement entitled “Termination Prior to Acquisition of Interest” shall
apply.”
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3.
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In
all other respects the terms of the East Breccia Agreement remain as
written.
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4.
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Time
shall be of the essence of this Amendment
Agreement.
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5.
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The
parties hereto covenant and agree to execute and deliver all such further
documents as may be required to carry out the full intent and meaning of
this Amendment Agreement and to effect the transactions contemplated
hereby.
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6.
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This
Amendment Agreement shall be governed by and interpreted in accordance
with the laws of the Province of
Ontario.
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7.
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This
Amendment Agreement together with the East Breccia Agreement constitute
the entire agreement between the parties and supersedes all previous
understandings, communications, representations and agreements between the
parties with respect to the subject matter of this Amendment
Agreement.
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8.
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This
Amendment Agreement will enure to the benefit of and be binding upon the
parties hereto and their respective successors and permitted
assigns.
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IN WITNESS WHEREOF the parties
hereto have executed these presents as of the day and year first above
written.
The COMMON SEAL
of
)
XXXXXX GOLD
CORP. )
2
was
hereunto affixed in the presence
of:
)
)
/s/ Xxxx
Campbell______________________
)
Xxxx
Xxxxxxxx,
Director
)
SIGNED,
SEALED and DELIVERED
by )
XXX XXXXXXX in the presence
of:
)
)
/s/ Xxxxxxx Xxxxxxx )
Name
(printed &
signed)
)
)
00 Xxxxx Xxx., Xxxxxxx Xxx,
XX, X0X
0X0
)
Address
) /s/ Xxx Xxxxxxx
) XXX XXXXXXX
SIGNED
and DELIVERED
by )
XXXXXX LUCUIK in the presence
of: )
)
)
Name
(printed &
signed) )
)
)
Address
) /s/ Xxxxxx
Lucuik
) XXXXXX LUCUIK
SIGNED
and DELIVERED
by )
XXXXXX XXXXXX in the presence
of: )
)
)
Name
(printed &
signed) )
)
)
Address
) /s/ Xxxxxx Xxxxxx
) XXXXXX XXXXXX
3
