MEXUS GOLD U.S. Box 150 Carson City, Nevada 89701 October 20, 2009
MEXUS
GOLD X.X.
0000 X.
Xxxxxx Xxxxxx
Xxx
000
Xxxxxx
Xxxx, Xxxxxx 00000
October
20, 2009
Mexus
Gold Mining, S.A. de C.V.
Xxxx X.
Xxxxx 271-A Entre 14 de Abril y Monteverde
Colonai
Xxxxxxxxxx
Xxxxxxxxxxx,
Xxxxxx 00000
Xxxxxx
Mexus
Mineral Exploration X.X.
0000 X.
Xxxxxx Xxxxxx
Xxx
000
Xxxxxx
Xxxx, Xxxxxx 00000
Re: Agreement
for the Option to Purchase Shares of Mexus Gold Mining, S.A. de C.V. and
Liquidation of Debt
Gentlemen:
This
letter when executed by you will evidence our mutual agreement that Mexus Gold
U.S. has the option, at its sole discretion and subject to the satisfaction of
the conditions set forth in this letter, to acquire shares of Mexus Gold Mining,
S.A. de C.V. representing ninety-nine percent of the issued and outstanding
shares of Mexus Gold Mining, S.A. de C.V. in exchange for forty million
restricted shares of Mexus U.S. common stock, being twenty million restricted
shares of Mexus Gold U.S. common stock for the option to purchase and twenty
million shares of restricted shares of Mexus Gold U.S. common stock for the
exercise of the Option to Purchase Shares of Mexus Gold Mining, S.A. de
C.V.
It is our
understanding the terms, conditions, covenants and other provisions of our
agreement are as follows:
Mexus
Gold Mining, S.A. de C.V. represents that it owns or has claim to certain lands
which are either patented land ownership or concession agreements in the State
of Sonora, Mexico, to which Exhibit “A” is a listing of those lands with further
description.
Inasmuch
as Mexus Gold Mining, S.A. de C.V. has incurred debt payable to Mexus Mineral
Exploration U.S. during the course of its exploration and evaluation of the
lands described in Exhibit “A” and that Mexus Gold Mining, S.A. de C.V. desires
to liquidate the debt payable to Mexus Minerial Exploration U.S.
Therefore,
our understanding of the agreement is as follows:
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1.
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Mexus
Gold Mining, S.A. de C.V. grants to Mexus Gold U.S. an option
to purchase ninety-nine percent of the authorized and issued common stock
of Mexus Gold Mining, S.A. de C.V. The option price shall be
twenty million restricted shares of Mexus Gold U.S. common stock which
will be paid under the terms of Item 3.
below.
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2.
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The
Option Period will be for a period of time expiring one hundred eighty
days from the date of acceptance of this letter by Mexus Gold Mining, S.A.
de C.V. provided, however, Mexus Gold U. S. may extend the Option Period
for such additional time as may be necessary to allow Mexus Gold Mining,
S.A. de C.V. to use commercially reasonable best efforts to timely satisfy
the conditions provided in this
letter.
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3.
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Mexus
Mineral Exploration U.S. will assign its right, title and interest in the
debt now outstanding and payable to Mexus Mineral Exploration U.S. by
Mexus Gold Mining,S.A. de C.V. to Mexus Gold U.S. on the issuance of
twenty million restricted shares of Mexus Gold U.S. common stock to Mexus
Mineral Exploration U.S. The issuance of restricted shares of Mexus Gold
U.S. common shares under this provision represents full satisfaction of
the obligation described in Item 1.
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4.
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Mexus
Gold Mining, S.A. de C.V. owns equipment suitable for exploring for
precious mineral deposits or extracting and processing mineral ores for
the purpose of sale of such refined product, Exhibit “B” further describes
the equipment. Mexus Gold Mining, S.A. de C.V. agrees to
maintain the equipment listed on Exhibit “B” in good working order and
free of any lien, assessment or claim of indebtedness of any kind or
nature.
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5.
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That
Mexus Gold Mining, S.A. de C.V. will cause using commercially reasonable
best efforts timely an examination of its financial records and accounts
for the purpose of obtaining an opinion of its financial statements by
public accountants acceptable to the standards required for financial
reporting purposes in the United States of
America.
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6.
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Subject
to the financial report presented by Mexus Gold Mining, S.A. de C.V. to
Mexus Gold U.S. closing of the Option Period will
commence. Mexus Gold U.S. agrees to issue to Mexus Gold
Mining, S.A. de C.V. twenty million restricted shares of the Company’s
common stock in exchange for ninety-nine percent of the issued and
outstanding shares of Mexus Gold Mining, S.A. de
C.V.
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If this
letter describes your understanding of our agreement please indicate your
approval by signing in the space provided below and return one copy of this
letter to us.
Sincerely,
Mexus
Gold U.S.
/s/ Xxxx X. Xxxxxxxx
_________________________
Xxxx X.
Xxxxxxxx, Chairman of the Board of Directors
Agreed to
and accepted this 20th day
of October, 2009:
Mexus
Gold Mining, S.A. de C.V.
/s/ Xxxx
X. Xxxxxxxx
_________________________
Xxxx X.
Xxxxxxxx, Authorized Representative
Agreed to
and accepted this 20th day of October, 2009:
Mexus
Mineral Exploration U.S.
/s/ Xxxx
X. Xxxxxxxx
_________________________
Xxxx X.
Xxxxxxxx, Authorized Representative
