ASSIGNMENT AGREEMENT
Exhibit 7.4
THIS ASSIGNMENT AGREEMENT made this 13th day of January, 2004
BETWEEN:
X.X. XXXXXXXXXX, INC., a company organized and existing under the laws of Washington and having its head office at 0000 Xxxxx Xxxxxxxx Xxxx, Xxxxxxx, Xxxxxxxxxx 000000, X.X.X.
(hereinafter referred to as “NAD”)
and
MINERA ANDES (CAYMAN) INC., a company incorporated under the laws of Cayman Islands and having its registered office at Xxxxxxxxxx Xxxxx, Xxxxx Xxxxxx Xxxxxx, P.O. Box 1234, Xxxxxx Town, Grand Cayman, Cayman Islands
(hereinafter referred to as “MACI”)
WHEREAS:
| A. | Pursuant to an asset and share acquisition agreement dated March 8, 1995 among X.X. Xxxxxxxxxx, Inc. (“NAD”), Minera Andes S.A. (“MASA”), Minera Andes Inc. (“MAI”), NAD (S.A.) (“NADSA”), Xxxxx Xxxxx, Xxxxx Xxxxxx, Xxxxxxx Xxxxxx Xxxxxxx Xxxxxxxx to MACI (the “Asset Agreement”) a Royalty (as such term is defined in the Asset Agreement) was granted to NAD by MAI and MASA (among others) in respect of the Properties, the MASA Properties, the NAD Properties and any Future Properties (as such terms are defined in the Asset Agreement. Attached to this Agreement as Schedule A is a list of all properties that are, as at the date of this Agreement, the subject of the Royalty (collectively, the “Current Properties”). |
| B. | Pursuant to a settlement agreement dated December 2, 2003 (the “Settlement Agreement”) among NAD, MAI, MASA and MACI, NAD has agreed to assign, sell and transfer all of its right, title and interest in the Royalty on the Current Properties (the “Assigned Interest”) and MACI has agreed to accept the assignment of the Assigned Interest. |
1
| C. | The Settlement Agreement contemplates that the transfer of the Assigned Interest will occur upon a written notice being provided by MACI and the payment of U.S.$500,000. The parties wish to accept this Agreement as notice. |
NOW THEREFORE, in consideration of the foregoing premises and the covenants contained herein and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, NAD and MACI covenant and agree as follows:
| 1. | Effective as of December 31, 2003 (the “Effective Date”), NAD assigns, transfers, conveys and sets over the Assigned Interest to MACI, together with all benefits and advantages to be derived therefrom, to have and to hold the same to MACI for its sole use and benefit absolutely, subject to the terms of the Asset Agreement. |
| 2. | Effective as of the Effective Date, MACI accepts the assignment and transfer of the Assigned Interest. |
| 3. | This Agreement shall be construed and enforced under the laws of the State of Washington, U.S.A. |
| 4. | The parties shall, at all times, do all further acts and execute and deliver all further documents as shall be reasonably required in order to fully perform the terms of this Agreement. |
| 5. | The parties hereto hereby attorn to the non-exclusive jurisdiction of the Courts of the State of Washington, U.S.A. |
| 6. | The initial address of MACI for service of notices, reports and all communications required or permitted by the provisions of the Asset Agreement with respect to the Assigned Interest shall be: |
Minera Andes (Cayman) Inc.
Xxxxxxxxxx Xxxxx, Xxxxx Xxxxxx Xxxxxx
P.O. Box 1234
Xxxxxx Town, Grand Cayman
Cayman Islands
Attention: Xxxxx X. Xxxxxxx
| 7. | This Agreement may be executed in several counterparts, each of which so executed shall be deemed to be an original, and such counterparts together shall constitute one and the same instrument and, notwithstanding their date of execution, shall be deemed to bear the date as of the date above written. Execution and delivery of counterparts of this Agreement by facsimile by any party shall be binding on all parties to this Agreement. |
2
| 8. | This Agreement shall enure to the benefit of and be binding upon the parties and their successors and permitted assigns. |
IN WITNESS WHEREOF, MACI and NAD have executed this Agreement as of the date first set forth above.
| X.X. XXXXXXXXXX, INC. | ||
| Per: | /s/ XXXXX X. FISH X.X. | |
| XXXXXX ANDES (CAYMAN) INC. | ||
| Per: | /s/ XXXXX X. XXXXXXX | |
CONSENT TO THE ASSIGNMENT
We are parties to the Asset and Share Acquisition Agreement dated March 8, 1995 and pursuant to clause 31.07, our consent is required for the assignment by any party of its rights or obligations under the Asset and Share Acquisition Agreement.
We have hereby read the above Assignment Agreement and hereby consent to the assignment of the Royalty as contemplated in the Assignment Agreement.
| MINERA ANDES S.A. | ||
| Per: | /s/ XXXXX XXXXX | |
| MINERA ANDES INC. | ||
| Per: | /s/ XXXXX X. XXXXXXX | |
3
SCHEDULE A
Set forth below is a description of the current properties:
Properties are held either directly by Minera Andes S.A. (“MASA”) or indirectly through MASA’s ownership of 49% of Minera Santa Xxxx X.X. (“MSC”). MSC is the holding and operating company for the San Xxxx project, a joint venture between Minera Andes Inc. (“MAI”) and Xxxxxxxx Xxxxxxxxxx y Compañia Limitada (“MHC”). The San Xxxx project includes the Huevos Verdes area.
San Xxxx Province
The following properties are owned by Minera Andes S.A.
| (a) | Cateos |
| File Number |
Department |
Area (Hectares) | ||
| 545.955-D-94 |
Calingasta | 7,200 has | ||
| 545.957-D-94 |
Calingasta | 1,920 has | ||
| 545.996-D-94 |
Calingasta | 4,900 has | ||
| 545.997-D-94 |
Calingasta | 9,750 has | ||
| 545.949-N-94 |
Calingasta | 8,800 has | ||
| 545.995-N-94 |
Calingasta | 3,500 has | ||
| (b) Manifestations of Discovery | ||||
| File Number |
Department |
Area (Hectares) | ||
| 000-0000-00 |
Calingasta | 4,980 has | ||
| 000-0000-00 |
Calingasta | 1,200 has | ||
| 000-0000-00 |
Calingasta | 2,098 has | ||
| 000-0000-00 |
Calingasta | 1,320 has | ||
| 0229-F-28 |
Calingasta | 4,987.5 has | ||
| 0952-F-28 |
Calingasta | 7,62.5 has | ||
| 0953-F-28 |
Calingasta | 1,000 has | ||
| 0954-F-28 |
Calingasta | 1,000 has | ||
| 0955-F-28 |
Calingasta | 1,000 has | ||
| 0956-F-28 |
Calingasta | 1,000 has | ||
| 0230-F-28 |
Calingasta | 3,500 has | ||
4
Santa Xxxx Province
| (a) | Minera Andes S.A. |
The following properties are owned by Minera Andes S.A.
| i. | Cateos |
| File Number |
Name |
Area (Hectares) | ||
| 406081/MA/02 |
Lago xx Xxxx | 1,400 has | ||
| 406082/MA/02 |
La Taba | 2,000 has | ||
| 406083/MA/02 |
La Española | 1,500 has | ||
| 406084/MA/02 |
El Meridiano | 2,000 has | ||
| 406085/MA/02 |
Sierrra Morena | 4,000 has | ||
| 406086/MA/02 |
San Xxxxxxx | 3,900 has | ||
| 406087/MA/02 |
Las Lomas | 2,400 has | ||
| 406088/MA/02 |
La Xxxx | 5,000 has | ||
| 406089/MA/02 |
La Huella | 3,445 has | ||
| 406090/MA/02 |
El Truma | 2,450 has | ||
| 406091/MA/02 |
C° Mojon | 5,850 has | ||
| 406092/MA/02 |
C° Dos Aguadas | 3,420 has | ||
| 406093/MA/02 |
C° Botellón | 2,000 has | ||
| 406094/MA/02 |
Bajo de los Calafates | 1,500 has | ||
| 406350/MA/02 |
Oeste | 5,067 has | ||
| 406347/MA/02 |
Este | 4,746 has | ||
| 407541/MA/03 |
El Truma II | 3,824 has |
| ii. | Manifestations of Discovery |
| File Number |
Name |
Area (Hectares) | ||
| 411.338/MA/99 |
Dos A | 999.6 has | ||
| 411.337/MA/99 |
Dos B | 999.6 has | ||
| 411.336/MA/99 |
Dos C | 999.6 has | ||
| 411.335/MA/99 |
Dos D | 501.2 has | ||
| 412.847/MA/00 |
Seis D | 869.75 has | ||
| 412.848/MA/99 |
Siete B | 750 has | ||
| 414.783/MA/00 |
Once D | 900 has | ||
| 413.101/MA/00 |
Cuatro A | 750 has | ||
| 413.102/MA/00 |
Cuatro B | 750 has | ||
| 413.103/MA/00 |
Cuatro C | 675 has | ||
| 413.104/MA/00 |
Nueve A | 1.000 has | ||
| 414.285/MA/00 |
Ocho C | 874 has | ||
| 414.268/MA/00 |
Nueve B | 1.000 has | ||
| 414.269/MA/00 |
Nueve C | 671.5 has |
5
| File Number |
Name |
Area (Hectares) | ||
| 414.270/MA/00 |
Nueve D | 671.5 has | ||
| 400.244/MA/01 |
Seis E | 900 has | ||
| 400.245/MA/01 |
Seis G | 817 has | ||
| 404.639/MA/01 |
Cinco F | 1,022 has | ||
| 401.504/MA/01 |
Cinco I | 930 has | ||
| 401.218/MA/01 |
Dos H | 911.35 has | ||
| 401.219/MA/01 |
Dos I | 797.1 has | ||
| 402.318/MA/01 |
Seis H | 994 has | ||
| 402.316/MA/01 |
Seis I | 994 has | ||
| 402.317/MA/01 |
Seis J | 887 has | ||
| 414.525/MA/00 |
Dos E | 911.35 has | ||
| 414.526/MA/00 |
Dos F | 990 has | ||
| 414.524/MA/00 |
Dos G | 990 has | ||
| 401.220/MA/01 |
Dos J | 900 has | ||
| 413.099/MA/00 |
Cinco B | 950 has | ||
| 413.100/MA/00 |
Cinco C | 490.6 has |
| (b) | Minera Santa Xxxx X.X. |
The following properties are owned by Minera Santa Xxxx X.X., which owns the following properties as part of the San Xxxx Project, a joint venture with Xxxxxxxx Xxxxxxxxxx y Compañía Limitada.
| i. | Cateos |
| File Number |
Name |
Area (Hectares) | ||
| 403089/MSC/01 |
Cateo | 10,200 has |
| ii. | Manifestations of Discovery |
| File Number |
Name |
Area (Hectares) | ||
| 410089/MA/99 |
Xxxxxxxx 5 | 800 has | ||
| 410090/MA/99 |
Xxxxxxxx 7a | 1,000 has | ||
| 410091/MA/99 |
Xxxxxxxx 2a | 1,000 has | ||
| 410092/MA/99 |
Xxxxxxxx 8 | 1,000 has | ||
| 410093/MA/99 |
Xxxxxxxx 1a | 1,000 has | ||
| 410094/MA/99 |
Xxxxxxxx 6b | 800 has | ||
| 410095/MA/99 |
Xxxxxxxx 4 | 800 has | ||
| 410096/MA/99 |
Xxxxxxxx 3 | 800 has | ||
| 410411/MA/99 |
El Pluma 1 | 750 has | ||
| 410412/MA/99 |
El Pluma E1 | 1,000 has |
6
| File Number |
Name |
Area (Hectares) | ||
| 411331/MA/99 |
Tres Colores B | 998.5 has | ||
| 411332/MA/99 |
Tres Colores A | 1,000 has | ||
| 411333/MA/99 |
Tres A | 1,000 has | ||
| 411334/MA/99 |
Tres B | 750 has | ||
| 412277/MA99 |
El Pluma 2 | 1,000 has | ||
| 412278/MA/99 |
El Pluma E2 | 1,000 has | ||
| 412279/MA/99 |
El Pluma 3 | 750 has | ||
| 412280/MA/99 |
El Pluma E3 | 800 has | ||
| 412281/MA/99 |
El Pluma 4 | 1,000 has | ||
| 413095/MA/00 |
Uno A | 840 has | ||
| 413096/MA/00 |
Uno B | 840. has | ||
| 413097/MA/00 |
Uno C | 820.2 has | ||
| 413395/MA/00 |
Xxxxxxxx 10 | 1,000. has | ||
| 413396/MA/00 |
Xxxxxxxx 9 | 1,000. has | ||
| 414264/MA/00 |
Tres C | 980. has | ||
| 414265/MA/00 |
Tres D | 770.13 has | ||
| 414266/MA/00 |
Tres E | 999.93 has | ||
| 414267/MA/00 |
Tres F | 999.93 has | ||
| 414639/MA/00 |
Tres Colores G | 397.5 has | ||
| 414640/MA/00 |
Tres Colores D | 90. has | ||
| 414641/MA/00 |
Tres Colores F | 901 has | ||
| 414642/MA/00 |
Tres Colores C | 901 has | ||
| 414643/MA/00 |
Tres Colores E | 901 has | ||
| 400625/MA/01 |
SaavNE1 | 1,000 has | ||
| 400626/MA/01 |
SaavNE2 | 1,000 has | ||
| 400627/MA/01 |
SaavNE3 | 500 has | ||
| 400764/MA/01 |
Uno F | 594 has | ||
| 400765/MA/01 |
Uno D | 840. has | ||
| 400766/MA/01 |
Uno E | 840 has | ||
| 401507/MA/01 |
Uno G | 1,103.7 has | ||
| 401508/MA/01 |
Uno H | 560.4 has | ||
| 401509/MA/01 |
Uno I | 560.4 has | ||
| 401874/MA/01 |
Xxxxxxxx 11 | 1,000 has | ||
| 401875/MA/01 |
Xxxxxxxx 12 | 1,000 has | ||
| 401876/MA/01 |
Xxxxxxxx 13 | 1,000 has | ||
| 401877/MA/01 |
Xxxxxxxx 14 | 1,000 has |
7
Chubut Province
The following properties are owned by Minera Andes S.A.
| (a) | Cateos |
| File Number |
Name |
Area (Hectares) | ||
| 13127/97 |
La Xxxxx | 4,000 has | ||
| 13309/98 |
El Xxxxx 2 | 2,750 has | ||
| 13970/02 |
El Triunfo | 2,600 has | ||
| 13971/02 |
Los Zorros | 3,998.5 has | ||
| 13972/02 |
Los Zorros II | 4,805 has | ||
| 13973/02 |
El Montero | 1,500 has | ||
| 13974/02 |
La Morena | 2,430 has | ||
| 13975/02 |
La Morena Este | 1,485 has | ||
| 13976/02 |
Cerro Negro Oeste | 980 has | ||
| 13977/02 |
Cerro Negro Norte | 1,482 has | ||
| 13978/02 |
Estancia Shaman | 1,800 has | ||
| 13979/02 |
El Mogote | 1,480 has |
| (b) | Manifestations of Discovery |
| File Number |
Name |
Area (Hectares) | ||
| 13658/01 |
La Xxxxx I | 1,600 has | ||
| 13659/01 |
La Xxxxx XX | 1,600 has | ||
| 13660/01 |
La Xxxxx III | 1,600 has | ||
| 13749/01 |
Valle Uno a | 625 has | ||
| 13750/01 |
Xxxxx Uno b | 625 has | ||
| 13751/01 |
Xxxxx Uno c | 625 has | ||
| 13752/01 |
Xxxxx Dos a | 900 has | ||
| 13753/01 |
Xxxxx Dos b | 900 has | ||
| 13754/01 |
Xxxxx Xxx x | 000 xxx | ||
| 00000/00 |
Xxxxx Xxx d | 100 has | ||
| 13759/01 |
Xxxxx Uno d | 625 has | ||
| 13792/02 |
La Xxxxx XX | 1,600 has | ||
| 13793/02 |
La Xxxxx V | 1,600 has | ||
| 13794/02 |
La Xxxxx VI | 1,600 has | ||
| 13796/02 |
Valle Dos e | 900 has | ||
| 13797/02 |
Xxxxx Xxx x | 000 xxx | ||
| 00000/00 |
Xxxxx Xxx g | 900 has | ||
| 14088/03 |
Xxxxx Dos h | 1,600 has | ||
| 14089/03 |
Xxxxx Dos i | 400 has |
8
