EXHIBIT 6.2
ASSIGNMENT AGREEMENT
THIS AGREEMENT dated for reference July 20, 1999, is BETWEEN WET COAST CAPITAL
CORP., a British Columbia company, of Xxxxx 000, 0000 Xxxx Xxxxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0, and fax (000) 000-0000 ("Wet Coast"); AND
LA CEIBA MINING CORP., a Nevada company, of Xxxxx 000, 0000 Xxxx Xxxxxx Xxxxxx,
Xxxxxxxxx, X.X., X0X 0X0, and fax (000) 000-0000 ("La Ceiba").
WHEREAS Wet Coast has an option to purchase an undivided 100% interest in the
King Claims 1, 3, 5-14, New Westminster Mining Division, 121 [degrees], 56' West
Longitude and 49 [degrees], 19' Xxxxx Xxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx by an
agreement dated July 20, 1999, attached as Schedule "A" to this agreement (the
"Option Agreement") and has agreed to grant La Ceiba an exclusive right to
acquire Wet Coast's entire interest in the Option Agreement;
IN CONSIDERATION of the recitals and valuable consideration, the receipt and
sufficiency of which are acknowledged, the parties agree that:
1. The definitions in the recitals are part of this agreement.
2. Wet Coast irrevocably grants La Ceiba an exclusive right to acquire Wet
Coast's entire interest in the Option Agreement pursuant to the terms
of the agreement.
3. La Ceiba acknowledges that in order to exercise its right, it is
required to:
a) pay Wet Coast an assignment fee of US$10,000 (the "Assignment Fee") by
March 31, 2001 (the "Completion Date"); and
b) complete the work program on the property referred to in paragraph
3(a) of the Option Agreement (the "Work Program") by the Completion
Date.
4. Wet Coast represents and warrants that:
a) it may assign the Option Agreement;
b) it has granted no other party any right to acquire any of its interest
in the Option Agreement; and
c) it has made the CDN$7,500 option payment referred to in paragraph 3(b)
of the Option Agreement.
5. If La Ceiba does not pay the full amount of the Assignment Fee or fails
to complete the Work Program by the Completion Date, this agreement
will terminate immediately and La Ceiba agrees to abandon any rights it
has in the property as of that date with any such interest reverting
back to Wet Coast.
6. La Ceiba acknowledges that Jeffs & Company Law Corporation prepared
this agreement on behalf of and solely for Wet Coast, and that it may
contain terms and conditions onerous to La Ceiba. La Ceiba expressly
acknowledges that Wet Coast has given La Ceiba adequate time to review
this agreement and to seek and obtain independent legal advice, and
represents to Wet Coast that it has in fact sought and obtained
independent legal advice and is satisfied with all of the terms and
conditions of this agreement.
7. This agreement contains the entire agreement between the parties and
supersedes all earlier representations, understandings and agreements,
whether written or oral, express or implied, that might have lead to
the parties making this agreement.
8. The parties will sign any document and do anything within their power
that is necessary to implement the terms of this agreement.
9. Time is of the essence of this agreement and of any amendments to this
agreement unless it is expressly waived in the amendment.
10. This agreement is governed by the laws of British Columbia and must be
litigated in the courts of British Columbia.
11. This agreement ensures to the benefits of and is binding on the parties
and their respective successors and permitted assigns.
12. This agreement may be executed in any number of separate counterparts
and may be delivered to the parties by fax, and the counterparts
together are deemed to be one original document.
THE PARTIES' SIGNATURES below are evidence of their agreement.
WET COAST CAPITAL CORP.
Per: /s/ Xxxxxxx X. Xxxxx
----------------------------
Authorized Signatory
LA CEIBA MINING CORP.
Per: /s/ Xxxxx Xxxxxx
----------------------------
Authorized Signatory
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