SECOND AMENDMENT TO MINERAL RIGHT OPTION AGREEMENT
SECOND
AMENDMENT TO MINERAL RIGHT OPTION AGREEMENT
This Second Amendment to the Mineral
Right Option Agreement (the “Second Amendment”) is made and entered into as of
the 3rd day of February, 2010, by and between Temasek Investments
Inc., a company duly incorporated and organized under the laws of
Panama (hereinafter referred to as “Optionor”), and Amazon Goldsands Ltd., a
company duly incorporated and organized under the laws of Nevada, United States
of America (hereinafter referred to as “Optionee”).
R E C I T A L S :
A. Optionor
and Optionee have previously entered into the Mineral Right Option Agreement,
dated September 18, 2008, as amended May 12, 2009, under the terms of which
Optionor granted to Optionee four exclusive options to acquire the mineral
rights to certain properties located in Peru (the “Agreement”); and
B. The
parties desire to amend the Agreement as set forth herein with the same force
and effect as if such amendments were incorporated into the Agreement as
originally executed.
NOW, THEREFORE, in consideration of the
mutual covenants and agreements contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
1. Capitalized
Terms. Capitalized terms not otherwise defined herein have the
meanings set forth in the Agreement.
2. Purchase and Sale of Shares;
Purchase Price.
(a) Section
2.2(b) of the Agreement is deleted in its entirety, and the following is
substituted in replacement:
(b) 50%
Option
Subject
to the prior and due and complete exercise by the Optionee of the 25% Option in
accordance with the paragraph before, the Optionee may exercise the second
twenty-five percent (25%) option to acquire an additional 25% interest in the
Mineral Rights, in accordance with the terms set out below (hereinafter, the
“50% Option”).
In order
to exercise the 50% Option, the Optionee shall within 30 days of the
effective date of this Second Amendment:
(i) have
exercised and completed the 25% Option; and
(ii) pay
$ 750,000 (United States Dollars Seven Hundred and Fifty Thousand) to the order
and the direction of the Optionor; and
(iii)
issue 3,500,000 Optionee Shares to the order and the direction of the Optionor,
or whoever persons the Optionor indicates (which shares were issued in June
2009).
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For the
purposes of this Agreement the Optionee is deemed to have fully exercised the
50% Option only once all three obligations described above in points (i), (ii)
and (iii) have been completed.
Upon
exercise of the 50% Option by the Optionee, the Optionor will immediately
proceed to transfer to Optionee, or to the person the Optionee indicates, an
additional 25% of all the outstanding shareholding in XXXXXXXXX.
(b) Section 2.2(c) of the
Agreement is deleted in its entirety, and the following is substituted in
replacement:
(c) 75%
Option
Subject
to the prior and due and complete exercise by the Optionee of the 50% Option in
accordance with the paragraph before, the Optionee may exercise the third
twenty-five percent (25%) option to acquire an additional 25% interest in the
Mineral Rights, in accordance with the terms set out below (hereinafter, the
“75% Option”).
In order
to exercise the 75% Option, the Optionee shall fulfill the following
conditions:
(i) have
exercised and completed the 50% Option; and
(ii) pay
$ 250,000 (United States Dollars Two Hundred and Fifty Thousand) to the order
and the direction of the Optionor within 30 days of the effective date of this
Second Amendment;
(iii) pay
$ 1,000,000 (United States Dollars One Million) to the order and the direction
of the Optionor by March 18, 2010, which is within eighteen months of the
Effective Date (September 18, 2008); and
(iv)
issue 5,000,000 Optionee Shares to the order and the direction of the Optionor,
or whoever persons the Optionor indicates.
For the
purposes of this Agreement the Optionee is deemed to have fully exercised the
75% Option only once all three obligations described above in points (i), (ii)
and (iii) have been completed.
Upon
exercise of the 75% Option by the Optionee, the Optionor will immediately
proceed to transfer to Optionee, or to the person the Optionee indicates, an
additional 25% of all the outstanding shareholding in XXXXXXXXX.
3. Waiver of Prior Breach
and/or Default. Optionor hereby waives any prior breach or
default of this Agreement by Optionee.
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4. No Other
Changes. Except for the changes set forth in this Second
Amendment, there are no changes made by this Second Amendment to the
Agreement. In the event that any terms, provisions or conditions of
this Amendment shall conflict with the terms, provisions and conditions of the
Agreement, the terms, provisions and conditions of this Second Amendment shall
govern and control.
5. Incorporation of
Amendment. The parties hereby agree that: (a) this Second
Amendment is incorporated into and made a part of the Agreement; (b) any and all
references to the Agreement shall include this Second Amendment; and (c) the
Agreement and all terms, conditions and provisions of the Agreement are in full
force and effect as of the date hereof, except as expressly modified and amended
hereinabove.
6. Counterparts. This
Second Amendment may be executed in any number of counterparts and by each of
the undersigned on separate counterparts, and each such counterpart shall be
deemed to be an original, but all such counterparts taken together shall
constitute but one and the same instrument.
7. Governing
Law. This Second Amendment shall, in all respect, be governed,
construed, and enforced in accordance with the laws of the State of
Nevada.
[signature
page follows]
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IN
WITNESS WHEREOF, the parties have caused this Second Amendment to be effective
as of the date first set forth above.
Temasek Investments,
Inc.
By: /s/ Xxxx X.
Xxxxx
Xxxx
X. Xxxxx
Its:
President
By: /s/ Xxxxxxx
Xxxxxxxxx
Xxxxxxx Xxxxxxxxx
Its:
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