Memorandum of Agreement
EXHIBIT
10.4
Memorandum
of Agreement
Joint
Venture Agreement made Between XxxXxxxxx Mines Exploration (Optionee) and Hawk
Precious Minerals Inc. and Wits Basin Precious Minerals Inc. (both as
Optionors)
The
Optionee can acquire a 51% undivided right, title and interest in and to the
Property (“Hawk MacNugget Claims” as per Schedule A attached hereto) and the
Property rights free and clear of all Encumbrances except as noted by making
payments to the Optionors in the following amounts and by the dates indicated
subject to TSX and Board Approval where necessary:
|
1.
|
Issue
50,000 common shares of MacDonald to Xxxx on or before June 30,
2006.
|
|
2.
|
Issue
50,000 common shares of MacDonald to Wits Basin on or before June
30,
2006.
|
At
the
commencement of the Joint Venture the Participating Interest of each Party
shall
be:
| Party |
Participating
Interest
|
|||
| MacDonald (Managing Partner) | 51 | % | ||
| Hawk Precious Minerals Inc. | 24.5 | % | ||
| Wits Basin Precious Minerals Inc. | 24.5 | % | ||
All
Parties agree that this agreement will form the basis for drafting a formal
Joint Venture Agreement between the parties in conjunction with legal counsel,
which will include an industry standard dilution formula for
non-participation.
IN
WITNESS WHEREOF
this
Memorandum has been executed as of the date so indicated below.
XxxXxxxxx
Mines Exploration Ltd.
| By: | /s/ Xxxxxxx Xxxxxx | June 29, 2006 | ||
|
Authorized Signatory |
Date | |||
| Hawk Precious Minerals Inc. | ||||
| By: | /s/ X. Xxxxx White | June 29, 2006 | ||
|
Authorized Signatory |
Date | |||
| Wits Basin Precious Minerals Inc. | ||||
| By: | /s/ Xxxxxxx X. Xxxx | June 29, 2006 | ||
|
Authorized Signatory |
Date | |||
Schedule
“A”
To
Memorandum of Agreement between XxxXxxxxx Mines Exploration Ltd. and Hawk
Precious Minerals Inc. and Wits Basin Precious Minerals Inc.
Claims
located in the McFaulds Lake area
|
Claim
Numbers
|
Number
of Units
|
|
3019423
|
16
|
|
3019424
|
16
|
|
3019425
|
16
|
|
3019426
|
16
|
|
3011945
|
16
|
