Exhibit 10.5
AMENDMENT TO MINERAL RIGHTS REVENUE SHARING AGREEMENT
DATED APRIL 24, 2006
This Amendment dated December 8, 2010.
BETWEEN:
Xxxxx Xxxxxxx Xxxxxxx ("Xx. Xxxxxxx"), an individual under the laws of Mexico
and having an office at:
000 Xxxxx Xxxxxxxx
Xxxxxxxx, XX Mexico
AND:
Placer Del Mar, Ltd. ("Placer"), a corporation, duly incorporated under the laws
of Nevada and having an office at:
0000 Xxxxx Xxx. # 000
Xxx Xxxxx, XX 00000
WHEREAS:
1.
1.1 Xx. Xxxxxxx is the registered and beneficial owner of property located at
000 Xxxxx Xxxxxxxx, Xxxxxxxx, XX Mexico (the "PROPERTY");
1.2 Xx. Xxxxxxx has agreed to grant to Placer the right to free access and
exploration of the Property together with the right to file a mining claim on
the Property upon terms and conditions hereinafter set forth;
1.3 Xx. Xxxxxxx has agreed to grant to Placer the right to assign specific
mineral extraction activities to Roca Cantera Y Marmol, Canteras Acabados Finos
related only to the extraction of Mexican Shellstone-Limestone ("Conchuela")
from the Property upon terms and conditions hereinafter set forth.
NOW THEREFORE THIS AMENDED AGREEMENT
WITNESSETH that in consideration of the mutual covenants and provisos herein
contained, THE PARTIES HERETO AGREE AS FOLLOWS:
2. XX. XXXXXXX'X REPRESENTATIONS
2.1 Xx. Xxxxxxx represents and warrants to Placer that:
(a) Xx. Xxxxxxx is the registered and beneficial owner of the Property and
holds the sole right to explore and develop the Property;
(b) Xx. Xxxxxxx, as registered and beneficial owner of the Property, holds all
title and unimpeded Property access rights free and clear of all liens,
charges and claims of others;
(c) There are no adverse claims or challenges against or to Xx. Xxxxxxx'x
ownership of or title to the Property nor to the knowledge of the Xx.
Xxxxxxx is there any basis therefore, and there are no outstanding
agreements or options to acquire or purchase the Property or any portion
thereof;
(e) Xx. Xxxxxxx has the full right, authority and capacity to enter into this
Agreement without first obtaining the consent of any other person or legal
entity and the consummation of the transaction herein contemplated will not
conflict with or result in any breach of any covenants or agreements
contained in, or constitute a default under, or result in the creation of
any encumbrance under the provisions of any shareholders' or directors'
resolution, indenture, agreement or other instrument whatsoever to which
Xx. Xxxxxxx is a party or by which it is bound or to which it is subject;
and
(f) No proceedings are pending for, and Xx. Xxxxxxx is unaware of any basis
for, the institution of any proceedings which could lead to the placing of
Xx. Xxxxxxx in bankruptcy, or in any position similar to bankruptcy.
2.2 The representations and warranties of Xx. Xxxxxxx set out in paragraph 2.1
above form a part of this Agreement and are conditions upon which Placer has
relied in entering into this Agreement and shall survive the acquisition of any
interest in the Property by Placer.
2.3 Xx. Xxxxxxx will indemnify and hold Placer harmless from all loss, damage,
costs, actions and suits arising out of or in connection with any breach of any
representation, warranty, covenant, agreement or condition made by it and
contained in this Agreement.
2.4 Xx. Xxxxxxx acknowledges and agrees that Placer has entered into this
Agreement relying on the warranties and representations and other terms and
conditions of this Agreement and that no information which is now known or which
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may hereafter become known to Placer shall limit or extinguish the right to
indemnity hereunder, and, in addition to any other remedies it may pursue,
Placer may deduct the amount of any such loss or damage from any amounts payable
by it to Xx. Xxxxxxx hereunder.
3. PLACER'S REPRESENTATIONS
3.1 Placer warrants and represents to Xx. Xxxxxxx that it is a corporation, duly
incorporated under the laws of Nevada with full power and absolute capacity to
enter into this Agreement and that the terms of this Agreement have been
authorized by all necessary corporate acts and deeds in order to give effect to
the terms hereof.
3.2 Placer has properly filed a Mining Claim on April 24, 2006, duly and validly
located and recorded in a good and miner-like manner pursuant to the laws of
Mexico and said Mining Claim is effective and in good standing in Mexico as of
the Effective Date of this Agreement.
3.3 Placer has entered into a Mineral Extraction Agreement on December 8, 2010
with Roca Cantera Y Marmol, Canteras Acabados Finos related to the extraction of
only Mexican Shellstone-Limestone ("Conchuela") on property located at 000 Xxxxx
Xxxxxxxx, Xxxxxxxx, XX Mexico per its rights as Operator and right to appoint a
nominee under the Mineral Rights Revenue Sharing Agreement dated April 24, 2006
between Placer and Xx. Xxxxxxx as amended on December 8, 2010.
4. GRANT OF MINERAL EXPLORATION AND MINING RIGHTS
4.1 As of the date of this Agreement, Xx. Xxxxxxx hereby gives and grants to
Placer the sole and exclusive right to establish mineral claims on the Property,
subject to a payment of $400,000 by Placer to Xx. Xxxxxxx to be paid in equal
payments over sixty (60) months in the amount of $6,666 beginning no later than
June 1, 2011 for the exclusive right to begin extracting only Conchuela from the
Property commencing December 8, 2010. Such payments shall be lieu of the
original 1% Net Smelter Returns royalty originally reserved in favor of Xx.
Xxxxxxx in the Mineral Rights Revenue Sharing Agreement dated April 24, 2006 and
relate only to the mining and extraction of Conchuela, by performing the acts
and deeds and paying the sums provided for in paragraph 5. All minerals, other
than Conchuela, mined or extracted from the Property remain subject to the 1%
Net Smelter Returns royalty as stated in the original Mineral Rights Revenue
Sharing Agreement dated April 24, 2006.
4.2 The term of the option shall be for a period of 30 years from the signing
date of this agreement, renewable upon the anniversary date of this agreement
for an additional 30 year period at the sole discretion of Placer for a one-time
payment of $100,000.
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5. CONSIDERATION FOR THE GRANT OF MINERAL EXPLORATION AND MINING RIGHTS
5.1 In order to keep the Grant of Mineral Exploration and Mining Rights granted
to Placer in good standing and in force and effect, Placer shall be obligated to
the following:
(a) CASH PAYMENTS
Payment of $2,000 to Xx. Xxxxxxx, acknowledged as received by Xx.
Xxxxxxx on June 3, 2005.
(b) CONTRACT COMMENCEMENT AND PAYMENTS
Placer shall be deemed to be obligated to pay Xx. Xxxxxxx $400,000 as
of the date of the commencement of extraction activities on December
8, 2010. Payment of $400,000 to Xx. Xxxxxxx to be paid in equal
payments over sixty (60) months in the amount of $6,666 beginning no
later than June 1, 2011 for the exclusive right to begin extracting or
utilize Placer's Nominee to begin extracting only the mineral known as
Conchuela from the Property commencing on December 8, 2010.
(c) PROPERTY PAYMENTS AND ASSESSMENT WORK
Pay, or cause to be paid, to Xx. Xxxxxxx, or on Xx. Xxxxxxx'x behalf
as Placer may determine, a 1% Net Smelter Returns royalty reserved in
favor of Xx. Xxxxxxx for all minerals other than Conchuela extracted
by Placer or its Nominee from the Property per Paragraph 11. of this
agreement.
7. RIGHT TO ABANDON PROPERTY INTERESTS
Placer, at its sole discretion, may abandon all interests and cease mineral
exploration and mining work in the interests of the Property at any time through
written notice to Xx. Xxxxxxx. Upon receipt of such notice, Xx. Xxxxxxx may
request that Placer transfer title to such interests to Xx. Xxxxxxx, and Placer
hereby agrees to do so, and upon expiry of the 30 days, or upon the earlier
transfer thereof, such interests shall cease to be part of the Property.
8. TERMINATION OF AGREEMENT
8.1 This Agreement shall terminate upon 30 calendar days' written notice
provided by Xx. Xxxxxxx to Placer if Placer fails to make the required payments
per Paragraph 5. of this Agreement.
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8.2 If Placer shall be in default of any requirement set forth in paragraph 5.1
herein, Xx. Xxxxxxx shall give written notice to Placer specifying the default
and Placer shall not lose any rights granted under this Agreement, unless within
30 days after the giving of notice of default by Xx. Xxxxxxx, Placer has failed
to take reasonable steps to cure the default by the appropriate performance.
8.3 This Agreement shall terminate upon 30 calendar days' written notice
provided by Placer to Xx. Xxxxxxx, without cause. Such written notice shall
subject Placer to complete abandonment of the Property, and require Placer
within 90 days of said written notice to return the Property to its original
state and physical condition as of the date of this Agreement.
10. RIGHT OF ENTRY
For so long as this Agreement continues in full force and effect, Placer, its
employees, agents and independent contractors shall have the sole and exclusive
right and option to:
(a) enter upon the Property;
(b) have exclusive and quiet possession of the Property;
(c) incur Expenditures;
(d) bring upon and erect upon the Property such mining facilities as Placer may
consider advisable and operate the property as a mine; and
(e) remove from the Property and sell or otherwise dispose of mineral products.
11. NET SMELTER RETURNS ROYALTY
11.1 On the date Placer commences commercial production on the Property, other
than commercial production of Conchuela, Xx. Xxxxxxx shall be entitled to
receive and Placer shall pay to Xx. Xxxxxxx 1% of Net Smelter Returns annually.
12. THIS AGREEMENT IS THE SOLE AGREEMENT BETWEEN THE PARTIES AND SUPERCEDES ANY
AND ALL PREVIOUS AGREEMENTS BETWEEN THE PARTIES.
12.1 By signing this Agreement, any and all previous oral and written agreements
between the parties shall be deemed to be unenforceable, null and void as of the
date of this Agreement.
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SIGNED, SEALED, AND DELIVERED by XX. XXXXXXX in the presence of:
Signature /s/ Xxxxx Xxxxxxx Xxxxxxx (Xxxxx Xxxxxxx Xxxxxxx) Date 12/8/10
------------------------------- -------
000 Xxxxx Xxxxxxxx # 000
XX, Xxxxxx
SIGNED, SEALED, AND DELIVERED by PLACER in the presence of:
Signature /s/ Xxxxxxxx Xxxxx (Xxxxxxxx Xxxxx) Date 12/8/10
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Placer Del Mar, Ltd.
0000 Xxxxx Xxx. # 000
Xxx Xxxxx, XX 00000-0000
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