Exhibit 6.2
CONTRACT
The undersigned XXXXXXX XXXXXXXX acting's on behalf of COMPANIA XXXXXX XXXXXXX,
S. A. a corporation duly registered in the Public Registry of Panama at
microfiche 447555, document 577369 of the Mercantile Microfilm Section, duly
authorized for this act by a Board of Directors resolution of said corporation,
which is attached to this contract (attachment 1), hereinafter called XXXXXXX;
and XXXXX X. XXXXXXXXX, acting on behalf of the corporation COMPANIA MINERA LA
TRINIDAD, S. A. a corporation duly registered in the Public Registry at
microfiche 150282, Roll 15644 and Image 140, of the Mercantile Microfiche
Section, duly authorized for this act by shareholder's resolution of said
corporation, which is attached to this contract (attachment 2), hereinafter
called TRINIDAD.
RECITALS
That XXXXXXX entered into a Letter of Intent dated December 15, 2003 with
TRINIDAD by virtue of which the latter granted an Option Period ("Option") for
the purchase of the aforementioned data and technical information to acquire an
exploration concession over the Capira mine area.
That XXXXXXX has exercised the Option and desires to purchase the aforementioned
Data, according to the terms and conditions specified in the Letter.
That TRINIDAD was for many years the holder of an exploration concession over
the Capira mine concession and during this time TRINIDAD has collected and
generated a large amount of data and technical information about the Capira
mine. ("DATA")
Therefore, based on the above, the parties agree to enter in this contract as
follows:
FIRST: PURCHASE PRICE. TERMS AND CONDITIONS: XXXXXXX will purchase
i) US$10, 000. 00 upon XXXXXXX being granted the exploration
concession over the Capira mine area.
ii) Thereafter, US$10, 000. 00 per quarter, three quarterly payments,
until the first anniversary of this Contract
iii) Thereafter, US$30, 000. 00 per quarter, four quarterly payments,
until the second anniversary of this contract.
iv) Thereafter, US$35, 000. 00 per quarter, four quarterly payments,
until the third anniversary of this contract.
B. TRINIDAD will receive a 3% Net Smelter Return Royalty ("NSR"). This
NSR Royalty is conveyed by the execution of the Royalty Agreement
attached to this contract. (attachment 3)
SECOND: CONCESION APPLICATION: XXXXXXX will submit an application for an
exploration concession within ninety days of execution of this contract.
XXXXXXXX will assist XXXXXXX in submitting this application.
THIRD: DATA AND TECHNICAL INFORMATION: Upon execution of this contract TRINIDAD
will make available and transfer to XXXXXXX all its records, data and technical
information currently in TRINIDAD's possession.
FOURTH: REPRESENTATION AND WATTANTIES:
A. TRINIDAD Representation:
1. TRINIDAD has full power and authority to enter into this
Agreement and the provision* hereof constitute legal and binding
obligations of TRINIDAD enforceable in accordance with their
terms. To the best of its knowledge neither the execution and
delivery of this agreement nor compliance by TRINIDAD with any of
the provisions hereof, will conflict with or result in a breach
of any agreement or instrument to which TRINIDAD is a party or of
any law, government, or administrative regulation or restriction
applicable to it.
2. There are no actions, suits, claims, proceedings, litigation or
investigations pending, or to the best of TRINIDAD's knowledge,
threatened against TRINIDAD at law or inequity, or by any court
or
X. XXXXXXX'x Representation:
1. XXXXXXX has full power and authority to enter into this Agreemeni
and the provisions hereof constitute legal and binding
obligations of XXXXXXX enforceable in accordance with their
terms. To the best of its knowledge neither the execution and
delivery of this agreement nor compliance by XXXXXXX with any of
the provisions hereof, will conflict with or result in a breach
of any agreement or instrument to which XXXXXXX is a party or of
any law, government, or administrative regulation or restriction
applicable to it.
2. There are no actions, suits, claims, proceedings, litigation or
investigations pending, or to the best of XXXXXXX'X knowledge,
threatened against XXXXXXX at law or inequity, or by any court or
other governmental instrumentality which related to this
Agreement, or which could if continued, adversely affect
XXXXXXX'x ability to fulfill the obligations undertaken hereby.
FIVETH: TERMINATION: This contract will be terminated if any of the
following situations occurs:
A. By mutual agreement.
B. Due to default attributed to one of the parties wherein the non
complying party shall have a period of thirty (30) days to remedy
the default, as from the day of notice received from other party
informing of said non-compliance.
X. XXXXXXX can terminate this contract with a 30 day notice period
by making one additional quarterly payment and returning the
concession to TRINIDAD.
D. If this contract is terminated by failure of XXXXXXX to comply
with the payments listed in clause 1A, XXXXXXX will return the
concession to TRINIDAD.
SIXTH: FORCE MAJEURE: In case of fortuitous case or force majeure, all the
periods of time or terms indicated in this contract which are related to the
fulfillment of any of the obligations assumed by the parties, will be prolonged
attempting a conciliation, by the Panamanian Arbitration and Conciliation
Center, and based to its procedures rules.
EIGHTH: NOTICES: Any notice, election, report or other correspondence required
or permitted hereunder shall be in writing and shall be sufficiently given if
(i) delivered personally to an officer of the party to whom directed (ii) sent
by registered or certified mail, postage prepaid, return receipt requested or
xxxxxxx, (iii) sent by fax or electronic mail. All such notices shall be
addressed to the parties to whom directed at its specified address:
TRINIDAD: Compania Minera La Trinidad, S. A.
Courier Address:
Xxxxx 00, Xx. 00 Xxx Xxxxxxxxx
Mail Address:
Apartado 0000, Xxxx 0x
Xxxxxx, Xxxxxx
Attn: Xxxxx X. Xxxxxxxxx
Phone: (000)000-0000
Fax: (000)000-0000
E-mail: invgeo@cableonda. net
XXXXXXX: Compania Xxxxxx Xxxxxxx, S. A.
Courier Address:
00 Xxxxxx Xxxx Xxxxxx, XX 00000
Mail Address:
00 Xxxxxx Xxxx
Xxxxxx, XX 00000
Attn: Xxxxxxx Xxxxxxxx
Phone: (000) 000-0000 / (000)000-0000
Fax: (000) 000-0000
e-mail: xxxxxxxxxx00000@xxxxx.xxx
NINTH: COUNTERPARTS: This contract may be executed in any number of
counterparts. Each executed counterpart shall be deemed to be an original. All
executed contemplate taken together shall constitute one agreement.
ELEVENTH: APLLICABLE LAW: This Contract will be governed by and construed under
the laws and principles of the Republic of Panama without regard to conflicts of
legal principles.
This contract is signed and executed in three originals.
Panama, February 20, 2004.
COMPANIA XXXXXX XXXXXXX, S.A. COMPANIA MINERA LA TRINIDAD, S.A.
/s/ Xxxxxxx Xxxxxxxx /s/ Xxxxx X. Xxxxxxxxx
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Xxxxxxx Xxxxxxxx Xxxxx X. Xxxxxxxxx
