Exhibit 10
SIGA RESOURCES INC.
0000 Xxxxxx Xxxxx
Xxxxx Xxxx Xxxxx, XX 00000
June 14, 2011
MONTANA MINING CORPORATION
Blaine, WA
Attention: BillWhittle
Re: Acquisition of the Big Bear Mining Claims 1-9 by Siga Resources Inc.
This letter of intent (the "LOI") sets forth the agreement and understanding as
to the terms of the acquisition of Big Bear Mining Claims 1-9 located in San
Bernardino County (the "Big Bear Claims"), by Siga Resources Inc. ("Siga"), a
Nevada corporation.
1. Acquisition. Siga will acquire 100% of the Big Bear Claims. In consideration
for such sale, Siga will deliver the following to Montana Mining Corporation fka
Big Bear Mining Corporation ("MMC").
(i) 11,000,000 shares of Siga common stock. The shares shall be delivered
to MMC upon the closing of the due diligence period and signing of a
formal acquisition agreement.
2. Additional Conditions:
* Prior to a mutually agreeable Closing Date, MMC will not enter into
any material obligations or arrangements without the consent of Siga.
Material obligations do not include expenses related to the normal
course of operations;
* The formal acquisition agreement and related documents (collectively,
the "Definitive Agreements") will contain representations, warranties,
covenants, including non-competition and confidentiality covenants,
conditions to close and indemnities usual to a transaction of this
nature;
* There are no existing, threatened, or pending lawsuits, tax
reassessments or other liabilities against the Big Bear Claims that
have not been disclosed to Siga;
* MMC currently owns 100% of the Big Bear Claims and that Big Bear
Claims are free and clear of any or all liabilities, encumbrances, and
creditor demands whatsoever;
* That Siga is able to complete satisfactory due diligence, and that
upon signing of this LOI, that MMC allows Xxxx and representatives to
examine all books, accounts, records, and any other such additional
information as may be reasonably requested by Xxxx;
* MMC management will continue to manage the Big Bear Claims as normal
until the Closing Date, except as may be agreed between the parties;
and
2. Costs. Each party agrees to pay, without right of reimbursement from the
other party and regardless of whether or not the transaction is consummated, the
costs incurred by it in connection with this transaction, including legal fees
and other costs incidental to the negotiation of the terms of the transaction
and the preparation of related documentation.
3. Timeline. All parties will use their best efforts to complete the
transactions outlined above as soon as practicable. It is expected that a formal
acquisition agreement will be executed and the Closing Date will be no later
than July 7, 2011. Neither party shall be obligated to consummate the
transactions prior to the execution of definitive agreements, unless the parties
agree thereto in writing.
4. Conduct of Business. Each party hereto hereby agrees to conduct its business
in accordance with the ordinary, usual and normal course of business heretofore
conducted by it. Thus, there may be no material adverse changes in the business
of either company from the date hereof through the closing of this transaction.
5. Counterparts. This Letter of Intent may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
6. Entire Agreement. This Letter of Intent constitutes the entire agreement of
the parties covering everything agreed upon or understood in this transaction.
There are no oral promises, conditions, representations, understandings,
interpretations or terms of any kind other than as set forth herein.
If the foregoing accurately reflects our discussions, please execute and
return to the undersigned one copy of this letter.
SIGA RESOURCES INC.
By: /s/ Xxxxx Xxxxxx
-----------------------------------
Xxxxx Xxxxxx, President
AGREED AND ACCEPTED
This ___ day of June, 2011
MONTANA MINING CORPORATION
By:
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Name:
Position:
2
