FOURTH AMENDMENT TO ASSET PURCHASE AGREEMENT
Exhibit
10.1
FOURTH
AMENDMENT TO ASSET PURCHASE AGREEMENT
THIS
FOURTH AMENDMENT
to Asset
Purchase Agreement is dated this 14th day of January, 2008, by and among Wits
Basin Precious Minerals Inc. (the “Purchaser”),
Central City Mining Corp. and Xxxxxx Xxxxx (collectively, the “Sellers”
and
each
individually as a“Seller”),
and
Hunter Gold Mining Corp. and Hunter Gold Mining Inc. (collectively the
“Covenantors”
and
each
a “Covenantor”)
(the
Purchaser, Sellers and Covenantors are individually or collectively, as the
case
may be, a “Party”
or
“Parties”).
RECITALS: The
Parties entered into an Asset Purchase Agreement dated on or about September
20,
2006, for the sale and purchase of assets, real estate and real estate mining
claims described in such asset purchase agreement, which was amended by that
certain First Amendment to Asset Purchase Agreement dated October 31, 2006,
that
Second Amendment to Asset Purchase Agreement dated as of March 1, 2007 and
that
Third Amendment to Purchase Agreement dated May 31, 2007 (collectively,
“Purchase
Agreement”);
and
the wish to amend the Purchase Agreement on the terms and conditions hereafter
set forth.
AGREEMENT
NOW,
THEREFORE, in consideration of the foregoing, the parties agree that the
Purchase Agreement shall be revised as follows:
1. The
reference to $800,000 in Section 3.1(a) is hereby revised to be $2,500,000.
2. The
reference to March 31, 2008 in Section 3.3(a) and November 30, 2006 in Article
11 are revised to June 30, 2008.
3. Section
3.3(b)(ii) is hereby deleted in its entirety and replaced with the following
language:
“Purchaser
shall deliver to Sellers (or Sellers’ nominee) a note payable to Sellers (or
Sellers’ nominee) in the original principal amount of Six Million Seven Hundred
Fifty Thousand Canadian Dollars ($6,750,000.00 CDN) in the form of Exhibit
C
hereto and hereby made a part hereof (“Note”), (iii) a deed of trust in the form
of Exhibit D hereto and hereby made a part hereof with Xxxxxx Xxxxx (or other
Sellers’ nominee) as the trustee for the Sellers securing the Note (the “Deed of
Trust”), and (iv) Three Million Six Hundred Twenty Thousand (3,620,000) shares
of the unregistered and restricted .01 par value common capital stock of
the
Purchaser.”
4. The
Note attached as Exhibit C shall be revised as follows:
a. No
interest shall accrue until January 1, 2010, and quarterly installments shall
begin March 31, 2010.
b. The
reference in the definition of the “Balloon Demand Date” shall be revised from
December 31, 2008 to be December 31, 2011 and the Maturity Date shall be
the
later of the Balloon Demand Date or December 31, 2015.
5. Except
as provided for above, all the terms and conditions of the Purchase Agreement
shall remain in full force and effect. This amendment may be executed in
counterparts. A facsimile signature shall be deemed an
original.
IN
WITNESS WHEREOF, the parties hereto have caused this Second Amendment to Asset
Purchase Agreement to be duly executed and delivered, all on and as of the
date
first written above.
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PURCHASER:
|
SELLERS:
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||
| WITS BASIN PRECIOUS MINERALS INC. | CENTRAL CITY CONSOLIDATED MINING CORP. | ||
| a Minnesota corporation | a Colorado corporation | ||
| By: /s/ Xxxxxxx X. Xxxx | By: /s/ Xxxxxx Xxxxx | ||
|
Its:
CEO
|
Its:
President
1-28-08
|
||
|
COVENANTORS:
|
XXXXXX XXXXX, a resident of Colorado | ||
|
/s/
Xxxxxx
Xxxxx
1-28-08
|
|||
|
HUNTER GOLD MINING CORP.
|
HUNTER GOLD MINING INC. |
||
|
a British Columbia corporation
|
a Colorado corporation | ||
| By: /s/ Xxxxxx Xxxxx | By: /s/ Xxxxxx Xxxxx | ||
|
Its:
President 1-28-08
|
Its:
President 1-28-08
|
