EXHIBIT 4.152
SILVERCLAIM LAKE AMENDMENT AGREEMENT #2
This Amendment Agreement is dated for reference the 27th day of January 2009
BETWEEN:
CANADIAN PROSPECTING VENTURES INC.
X.X. Xxx 000, 00 Xxxxxx Xxxxxx Xxxxxx, Xxxxxxx X0X 0X0
Telephone: (000) 000-0000
(the above hereinafter referred to as the "Optionor")
OF THE FIRST PART
AND:
XXXXXX GOLD CORP.
711 - 000 Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
Telephone: (000) 000-0000
(the above hereinafter referred to as the "Optionee")
OF THE SECOND PART
WHEREAS the Optionee and the Optionor entered into an option agreement dated for
reference the 28th day of March 2005 and amended the 19th day of December 2006
(collectively, the "Silverclaim Lake Agreement") and the parties wish to amend
the terms of the Silverclaim Lake Agreement.
NOW THEREFORE in consideration of the premises and the mutual covenants and
agreements herein contained, the parties agree as follows:
1. Sections 3 and 4 to the Silverclaim Lake Agreement be deleted in their
entirety and replaced with Sections 3 and 4 as written below:
"3. TERMS OF THE OPTION
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:
(a) pay to the Optionor $15,000 upon receipt of regulatory
approval (paid);
(b) pay to the Optionor a further $15,000 on or before May 11,
2006 (paid);
(c) pay to the Optionor a further $20,000 on or before May 11,
2007 (paid);
(d) pay to the Optionor a further $50,000 on or before May 11,
2008 (paid);
(e) pay to the Optionor a further $25,000 on or before May 11,
2009;
(f) pay to the Optionor a further $25,000 on or before May 11,
2010;
(g) issue to the Optionor 50,000 common shares of the Optionee
upon receipt of regulatory approval (issued);
(h) issue to the Optionor a further 50,000 common shares of the
Optionee on or before May 11, 2006 (issued); and
(i) issue to the Optionor a further 50,000 common shares of the
Optionee on or before May 11, 2007 (issued); and
(j) issue to the Optionor a further 50,000 common shares of the
Optionee on or before May 11, 2008 (issued).
Exploration expenditure requirements will include only those
expenditures that are required annually by the Ministry of Northern
Development & Mines to keep the property claims identified in Schedule
A to the Silverclaim Lake Agreement in good standing.
Page 2
4. EXERCISE OF THE OPTION
If the Optionee has paid $150,000 and issued 200,000 common shares to
the Optionor, 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 Optionor."
2. In all other respects the terms of the Silverclaim Lake Agreement
remain as written.
3. Time shall be of the essence of this Amendment Agreement.
4. 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.
5. This Amendment Agreement shall be governed by and interpreted in
accordance with the laws of the Province of Ontario.
6. This Amendment Agreement together with the Silverclaim Lake 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.
7. This Amendment Agreement will enure to the benefit of and be binding
upon the parties hereto and their respective successors and permitted
assigns.
IN WITNESS WHEREOF the parties hereto have executed these presents as of the day
and year first above written.
CANADIAN PROSPECTING VENTURES INC. )
)
)
Per: BY: /S/ XXXX XXXXXXXX )
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Xxxx XxXxxxxx, Vice-President )
XXXXXX GOLD CORP. )
)
)
Per: BY: /S/ XXXX XXXXXXXX )
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Xxxx Xxxxxxxx, Director )
