Exhibit 10.6
DATED DECEMBER 8, 2010
BETWEEN:
, a corporation, duly incorporated under the laws of Nevada and having an office
at;
PLACER DEL MAR, LTD. ("PLACER")
0000 Xxxxx Xxx. # 000
Xxx Xxxxx, XX 00000
AND:
, a corporation, duly incorporated under the laws of Mexico and having an office
at;
ROCA CANTERA Y MARMOL
CANTERAS ACABADOS FINOS
Margaritas No.48 Col. Jardines De Qro.
Xxx Xxxxx, XX. Xxxxxx 00000
WHEREAS :
1.
1.1 Placer is the beneficial owner of certain rights as contained in a Mineral
Rights Revenue Sharing Agreement dated April 24, 2006, as amended on December 8,
2010, pertaining to the right of free access and exploration of property located
at 000 Xxxxx Xxxxxxxx, Xxxxxxxx, XX Mexico (the "PROPERTY");
1.2 Placer has the right per the Mineral Rights Revenue Sharing Agreement 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 AGREEMENT WITNESSETH that in consideration of the mutual
covenants and provisos herein contained, THE PARTIES HERETO AGREE AS FOLLOWS:
2. PLACER'S REPRESENTATIONS
2.1 Placer warrants and represents to Cantera Y Marmol, Canteras Acabados Finos
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.
2.2 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.
2.3 Placer has entered into a Mineral Extraction Agreement on December 8, 2010
with 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 Option Agreement dated April 24, 2006 between
Placer and Xx. Xxxxxxx as amended on December 8, 2010.
3. CANTERA Y MARMOL, CANTERAS ACABADOS FINOS REPRESENTATIONS
3.1 Cantera Y Marmol, Canteras Acabados Finos warrants and represents to Placer
that it is a corporation, duly incorporated under the laws of Mexico 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 Cantera Y Marmol, Canteras Acabados Finos is in compliance with all
governing laws and rules pertaining to business activities and mining activities
pursuant to the laws of Mexico as of the Effective Date of this Agreement.
4. GRANT OF MINERAL EXTRACTION RIGHTS
4.1 As of the date of this Agreement, Placer hereby gives and grants to Cantera
Y Marmol, Canteras Acabados Finos, as its Nominee, the sole and exclusive right
to extract only the mineral Mexican Shellstone-Limestone ("Conchuela"), located
on the Property by performing the acts and deeds and paying the sums provided
for in paragraph 5. Payments to Placer for the extraction of Conchuela to
commence no later than December 31, 2010 for the exclusive right to begin
extracting only Conchuela from the Property commencing December 8, 2010, with a
minimum monthly payment of $8,000.
4.2 The term of this shall be for a period
of five years from the signing date of this agreement, renewable upon the
anniversary date of this agreement for an additional 25 year period at the sole
discretion of Placer for a one-time payment of $55,000.
5. CONSIDERATION FOR THE GRANT OF MINERAL EXTRACTION RIGHTS
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5.1 In order to keep the Mineral Extraction Rights granted to Cantera Y Marmol,
Canteras Acabados Finos in good standing and in force and effect, Cantera Y
Marmol, Canteras Acabados Finos shall be obligated to the following:
(a) CONTRACT COMMENCEMENT AND PAYMENTS
Cantera Y Marmol, Canteras Acabados Finos shall pay Placer $0.88 per
square foot for all Conchuela extracted from the Property commencing
with extraction activities beginning on December 8, 2010. The first
section consists of one acre with a surface area of 43,560 square feet
and is one of 46.2 acres included in this Agreement. Payments shall be
calculated on the total number of square feet extracted each month
from the Property and due and payable to Placer within thirty days.
(b) COMPLIANCE WITH ALL MINING AND BUSINESS LAWS AND RULES
Cantera Y Marmol, Canteras Acabados Finos shall be in and remain in
compliance with all governing laws and rules pertaining to business
activities and mining activities pursuant to the laws of Mexico as of
the Effective Date of this Agreement. to Roca Cantera Y Marmol,
Canteras Acabados Finos shall be responsible for filing all mining
claims required for the extraction of Conchuela minerals on the
Property.
7. RIGHT TO ABANDON PROPERTY INTERESTS
Cantera Y Marmol, Canteras Acabados Finos, at its sole discretion, may abandon
all interests and cease mineral extraction work in the interests of the Property
at any time through written notice to Placer. Upon receipt of such notice,
Placer shall be entitled to full payment for all mineral extraction fees
outstanding within thirty days of such written notice.
8. TERMINATION OF AGREEMENT
8.1 This Agreement shall terminate upon 30 calendar days' written notice
provided by Placer to Cantera Y Marmol, Canteras Acabados Finos if Cantera Y
Marmol, Canteras Acabados Finos fails to make the required payments per
Paragraph 5. of this Agreement.
8.2 If Cantera Y Marmol, Canteras Acabados Finos shall be in default of any
requirement set forth in paragraph 5.1 herein, Placer shall give written notice
to Roca Cantera Y Marmol, Canteras Acabados Finos specifying the default and
Cantera Y Marmol, Canteras Acabados Finos shall not lose any rights granted
under this Agreement, unless within 30 days after the giving of notice of
default by Placer, Cantera Y Marmol, Canteras Acabados Finos has failed to take
reasonable steps to cure the default by the appropriate performance.
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8.3 This Agreement shall terminate upon 30 calendar days' written notice
provided by Cantera Y Marmol, Canteras Acabados Finos to Placer, without cause.
10. RIGHT OF ENTRY
For so long as this Agreement continues in full force and effect, Cantera Y
Marmol, Canteras Acabados Finos, 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 mineral extraction facilities
as Cantera Y Marmol, Canteras Acabados Finos may consider advisable and
necessary for its extraction operations; and
(e) remove from the Property and sell or otherwise dispose of all Conchuela
mineral products.
11. THIS AGREEMENT IS THE SOLE AGREEMENT BETWEEN THE PARTIES AND SUPERCEDES ANY
AND ALL PREVIOUS AGREEMENTS BETWEEN THE PARTIES.
11.1 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.
SIGNED, SEALED, AND DELIVERED by Placer Del Mar in the presence of:
Signature /s/ Xxxxxxxx Xxxxx (Xxxxxxxx Xxxxx) Date 12/8/10
----------------------------- -------
Placer Del Mar, Ltd.
0000 Xxxxx Xxx. # 000
Xxx Xxxxx, Xxxxxxxxxx
SIGNED, SEALED, AND DELIVERED by Roca Cantera Y Marmol Canteras Acabados Finos
in the presence of:
Signature /s/ Rodan Mezzo (Rodan Mezzo) Date 12/8/10
----------------------------- -------
Roca Cantera Y Marmol
Canteras Acabados Finos
Margaritas No.48 Col. Jardines De Qro.
Xxx Xxxxx, XX. Xxxxxx 00000
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