THIS AMENDMENT AGREEMENT is made as of the 20th day of April, 2006, BETWEEN:
THIS AMENDMENT AGREEMENT is made as of the 20th day of April, 2006,
BETWEEN:
ECLIPS INC., a company validly incorporated under the laws of Ontario and having its head office at 00 Xxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxxxx, XX X0X 0X0
(“Eclips”)
AND:
RESOURCE FINANCE & INVESTMENT LTD., XXXXXX XXXXXXXX, and XXXXX XXXXX
(the “Principal Vendors”)
AND:
CADILLAC WEST EXPLORATIONS INC., a company validly subsisting under the laws of British Columbia and having its registered offices at 0000 - 0000 X. Xxxxxxx Xx., Xxxxxxxxx, XX X0X 0X0
(“CWE”)
WHEREAS:
A. The parties entered into a Share Exchange Agreement dated January 31, 2006, pursuant to which Eclips agreed to acquire all of the issued and outstanding shares of CWE;
B. The Share Exchange Agreement contained conditions precedent providing that the transactions contemplated thereby be completed on or before April 30, 2006;
C. The parties wish to extend the time for completion of the Share Exchange Agreement to May 31, 2006;
NOW THEREFORE WITNESSETH that in consideration of the premises and of the mutual covenants and agreements set forth herein, the parties hereto covenant and agree as follows:
-2-
Extension of Time
1. The Share Exchange Agreement is amended by changing the date “April 30, 2006”, wherever such date appears in Article 7 of the Share Exchange Agreement, to “May 31, 2006”.
Confirmation of Share Exchange Agreement
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2. |
In all other respects, the Share Exchange Agreement is confirmed. |
Fax and Counterpart Execution
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3. |
This Agreement can be executed by facsimile and in counterpart. |
IN WITNESS WHEREOF the parties hereto have executed this Agreement on the day and year first above written.
ECLIPS INC.
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Per: |
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________________________________ |
Authorized Signatory
CADILLAC WEST EXPLORATIONS INC.
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Per: |
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________________________________ |
Authorized Signatory
RESOURCE FINANCE & INVESTMENT LTD.
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Per: |
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________________________________ |
Authorized Signatory
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________________________________ |
Xxxxxx Xxxxxxxx
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________________________________ |
Xxxxx Xxxxx
