EXHIBIT 4.149
CAPITOL SILVER AMENDMENT AGREEMENT
This Amendment Agreement is dated for reference the 12th day of December 2008
BETWEEN:
CANADIAN PROSPECTING VENTURES INC.
X.X. Xxx 000, 00 Xxxxxx Xxxxxx
Xxxxxx Xxxx, Xxxxxxx X0X 0X0
Telephone: (000) 000-0000
(the above hereinafter referred to as the "Optionor")
OF THE FIRST PART
AND:
XXXXXX GOLD CORP.
711 - 000 Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
Telephone: (000) 000-0000
(the above hereinafter referred to as the "Optionee")
OF THE SECOND PART
WHEREAS the Optionee and the Optionor entered into an option agreement dated for
reference the 21st day of June 2005 (the "Capitol Silver Agreement") and the
parties wish to amend the terms of the Capitol Silver Agreement.
NOW THEREFORE in consideration of the premises and the mutual covenants and
agreements herein contained, the parties agree as follows:
1. Sections 3 and 4 to the Capitol Silver Agreement be deleted in their
entirety and replaced with Sections 3 and 4 as written below:
"3. TERMS OF THE OPTION
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:
(a) pay to the Optionor $5,000 upon receipt of regulatory
approval (paid);
(b) pay to the Optionor a further $5,000 on or before
September 22, 2006 (paid);
(c) pay to the Optionor a further $10,000 on or before
September 22, 2007 (paid);
(d) pay to the Optionor a further $7,500 on or before
December 29, 2008;
(e) issue to the Optionor 50,000 common shares of the
Optionee upon receipt of regulatory approval
(issued);
(f) issue to the Optionor a further 50,000 common shares
of the Optionee on or before September 22, 2006
(issued); and
(g) issue to the Optionor a further 100,000 common shares
of the Optionee on or before September 22, 2007
(issued); and
(h) issue to the Optionor a further 150,000 common shares
of the Optionee on or before December 29, 2008.
Exploration expenditure requirements will include only those
expenditures that are required annually by the Ministry of Northern
Development & Mines to keep the property claims identified in Schedule
A to the Capitol Silver Agreement in good standing.
4. EXERCISE OF THE OPTION
If the Optionee has paid $27,500, 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."
2. In all other respects the terms of the Capitol Silver
Agreement remain as written.
3. Time shall be of the essence of this Amendment Agreement.
4. 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.
5. This Amendment Agreement shall be governed by and interpreted
in accordance with the laws of the Province of Ontario.
6. This Amendment Agreement together with the Capitol Silver
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.
7. This Amendment Agreement will enure to the benefit of and be
binding upon the parties hereto and their respective
successors and permitted assigns.
IN WITNESS WHEREOF the parties hereto have executed these presents as of the day
and year first above written.
CANADIAN PROSPECTING VENTURES INC. )
)
)
Per: /S/ XXXX XXXXXXXX )
---------------------------------
Xxxx XxXxxxxx, Vice-President )
XXXXXX GOLD CORP. )
)
)
Per: /S/ XXXX XXXXXXXX )
---------------------------------
Xxxx Xxxxxxxx, Director )
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