Contract
Exhibit 4.157
XXXXXX
AMENDMENT AGREEMENT
This
Amendment Agreement dated for reference the 14th day
of January 2009
BETWEEN:
XXXXX
XXXXXXX (as
to 50%)
X.X. Xxx
0000
Xxxxx
Xxxxxxxxx, Xxxxxxx X0X 0X0
Telephone:
(000) 000-0000
XXXXXXXXXXX
XXXX (as
to 50%)
00 Xxxxxx
Xxxxx, X.X. Xxx 00
Xxxxxx
Xxxxxx, Xxxxxxx X0X 0X0
Telephone:
(000) 000 0000
(hereinafter
referred to collectively as the "Optionors")
OF THE
FIRST PART
AND:
XXXXXX
GOLD CORP.
#000 - 000 Xxxx Xxxxxxxx
Xxxxxx
Xxxxxxxxx,
Xxxxxxx Xxxxxxxx X0X 0X0
(hereinafter
referred to as the "Optionee")
OF THE
SECOND PART
WHEREAS Xxxxxx and the
Optionors entered into an option agreement dated for reference the 16th day
of October 2007 (the “Xxxxxx Agreement”) and the parties wish to amend the
Xxxxxx Agreement.
NOW THEREFORE in consideration
of the premises and the mutual covenants and agreements herein contained, the
parties agree as follows:
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1.
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Sections
3 and 4 to the Xxxxxx Agreement be deleted in their entirety and replaced
with Sections 3 and 4 as written
below:
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|
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“3.
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TERMS
OF THE OPTION
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In order
to maintain the Option in good standing and earn a 100% right, title and
undivided interest in and to the Property, the Optionee, subject to paragraph 2,
shall:
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(a)
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pay
to the Optionors $18,000 upon receipt of regulatory approval
(paid);
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(b)
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pay
to the Optionors a further $10,000 on or before January 23,
2009;
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(c)
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pay
to the Optionors a further $30,000 on or before January 11,
2010;
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(d)
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issue
to the Optionors 100,000 common shares of the Optionee upon receipt of
regulatory approval (issued);
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(e)
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issue
to the Optionors a further 100,000 common shares of the Optionee on or
before January 23, 2009; and
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(f)
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issue
to the Optionors a further 100,000 common shares of the Optionee on or
before January 11, 2010.
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4. EXERCISE
OF THE OPTION
If the
Optionee has paid $58,000 and issued 300,000 common shares to the Optionors, the
Optionee shall be deemed to have exercised the Option and will have acquired an
undivided 100% right, title and interest in and to the Property, subject only to
the Royalty Interest reserved to the Optionors.”
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2.
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In
all other respects the terms of the Xxxxxx Agreement remain as
written.
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3.
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Time
shall be of the essence of this Amendment
Agreement.
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4.
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The
parties hereto covenant and agree to execute and deliver all such further
documents as may be required to carry out the full intent and meaning of
this Amendment Agreement and to effect the transactions contemplated
hereby.
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5.
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This
Amendment Agreement shall be governed by and interpreted in accordance
with the laws of the Province of
Ontario.
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6.
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This
Amendment Agreement together with the Xxxxxx Agreement constitute the
entire agreement between the parties and supersedes all previous
understandings, communications, representations and agreements between the
parties with respect to the subject matter of this Amendment
Agreement.
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7.
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This
Amendment Agreement will enure to the benefit of and be binding upon the
parties hereto and their respective successors and permitted
assigns.
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IN WITNESS WHEREOF the parties
hereto have executed these presents as of the day and year first above
written.
XXXXXX GOLD
CORP.
)
)
)
Per:
/s/ Xxxx
Campbell_________________ )
Xxxx
Xxxxxxxx,
Director )
SIGNED
and DELIVERED
by )
XXXXX XXXXXXX in the presence
of:
)
)
/s/ Xxxx Xxxxxxx
)
Witness
Signature )
)
Xxxx Xxxxxxx )
Name
(printed)
) /s/ Xxxxx Xxxxxxx
) XXXXX XXXXXXX
000 Xxxxxxx Xx., Xxxxx
Xxxxxxxxx,
XX )
Address
)
SIGNED
and DELIVERED
by
)
XXXXXXXXXXX XXXX in the
presence
of:
)
)
/s/ Xxxxxxx Xxxxxx
)
Witness
Signature
)
)
Xxxxxxx Xxxxxx )
Name
(printed)
) /s/ Xxxxxxxxxxx Xxxx
) XXXXXXXXXXX XXXX
0-0000 Xxx 000, Xxxxxxxx,
XX
)
Address
)
