AMENDMENT NO. 1 TO MINERAL PROPERTY ACQUISITION AGREEMENT
Exhibit 10.1
AMENDMENT NO. 1 TO
MINERAL PROPERTY ACQUISITION AGREEMENT
This AMENDMENT NO. 1 TO MINERAL PROPERY ACQUISITION AGREEMENT (this “Amendment”) dated as of October 12, 2012 (the “Effective Date”) is entered into by Santo Mining Corp., a Nevada company (the “Purchaser”), Gexplo Gold SRL. (the “Vendor”) and Xxxx Habeila Xxxxx Xxxx (“Xxxx”) of the Original Agreement (as defined below).
Recitals
WHEREAS, the Company, the Purchasers and Xxxx entered into a Mineral Property Acquisition Agreement, dated July 30, 2012 (the “Original Agreement”);
WHEREAS, the parties desire that the Original Agreement be amended to reflect a change in certain provisions as specified below; and
NOW, THEREFORE, in consideration of the foregoing, and of the mutual representations, warranties, covenants, and agreements herein contained, the parties hereto agree as follows:
Agreement
Section 1. Defined Terms. Unless otherwise indicated herein, all terms which are capitalized but are not otherwise defined herein shall have the meaning ascribed to them in the Original Agreement.
Section 2. Amendment to Original Agreement.
Section 3 of Schedule B of the Original Agreement is hereby amended and restated in its entirety as follows:
“3) XXXXX CLAIM:
“XXXXX”, located in the province of Monsignor Nouel y Xxxxxxx Xxxxxxx, in the municipalities of Comedero Arriba (DM), Fantino y Bonao, in the sections of Los Pinos, Los Cabries y El Verde, and in the villages of Yuro Arriba, Cabeza xx Xxxx y Los Cafeses, found in the Bonao #6172-I (53) y Fantino 6173 – III (43) topographic maps, complying with the terms and regulations of Mining law #146. The base metal minerals are principally Copper, Lead, Zinc and the precious metal minerals are Gold and Silver.
The Total area covered by the exploration claim is 1,990 mining hectares.
The point of beginning (PP) is located 63.00 meters on a magnetic bearing of N38o-00’E from the Reference Point (PR). This PP is identified on the ground by a concrete monument with the initials PP and with a partially buried two inch PVC concrete filled tube. The PP is located at UTM coordinates N2107500 andE35994 (Datum NAD27).
The Point of Reference (PR) is identified on the ground in the same manner as the PP and is located on the East side of the lane that connects the villages of Comedero Arriba y El Hoyo on the Southeast side of a bridge that crosses the Rio Xxxxxx. The PR is located at UTM coordinates N2107449 and E359873 (Datum NAD27).
The Point of Reference has been connected to three (3) Visuals with markers on the ground with the initials V1, V2 and V3 in the following manner.
|
From |
To |
Magnetic Bearing |
distance (meters)
|
direct positive angle
|
|
PR |
PP |
N38o-00’E |
63.10 |
00’-00” |
|
PR |
V1 |
S60o-00’W |
25.20 |
202’-00” |
|
PR |
V2 |
N46 o-00’W |
9.10 |
276’-00” |
|
PR |
V3 |
N18 o-00’E |
19.70 |
340’-00” |
Boundary description of the claim Area:
The XXXXX claim boundary will follow the cardinal direction of the Universal Transverse Mercator (UTM) grid, on vertices with incoming and outgoing angles of 90 degrees, according to the description in the table below:
Point of beginning
|
point of ending |
cardinal direction |
distance (meters) |
UTM North (from PP) |
UTM East (from pp) |
PP=A |
B |
East |
1,006 |
N2107500 |
E35994 |
B |
C |
South |
2,500 |
N2107500 |
E361000 |
C |
D |
West |
2,000 |
N2105000 |
E361000 |
D |
E |
South |
2,000 |
N2105000 |
E359000 |
E |
F |
East |
1,500 |
N2103000 |
E359000 |
F |
G |
South |
1,300 |
N2103000 |
E360500 |
G |
H |
East |
500 |
N2101700 |
E360500 |
H |
I |
South |
2,700 |
N2101700 |
E361000 |
X |
X |
Xxxx |
600 |
N2099000 |
E361000 |
J |
K |
North |
1,000 |
N2099000 |
E360400 |
X |
X |
Xxxx |
1,400 |
N2100000 |
E360400 |
X |
X |
North |
2,400 |
N2100000 |
E359000 |
M |
N |
West |
2,000 |
N2102400 |
E359000 |
N |
O |
North |
1,600 |
N2102400 |
E357000 |
O |
P |
East |
1.000 |
N2104000 |
E357000 |
P |
Q |
North |
1,000 |
N2104000 |
E358000 |
Q |
R |
West |
500 |
N2105000 |
E358000 |
R |
S |
North |
500 |
N2105000 |
E357500 |
S |
T |
West |
500 |
N2105500 |
E357500 |
T |
U |
North |
2,000 |
N2105500 |
E357000 |
U |
PP-A |
East |
2,994 |
N2107500 |
E357000 |
Section 4 of Schedule B of the Original Agreement is hereby amended and restated in its entirety as follows:
“4A) XXXXXXXXXX:
“FRANCESCA” is located in the province ofSantiago Xxxxxxxxx, in the municipalities of Moncion and San Xxxxxxx de Sabaneta, in the sections of Gurabo, Rodeo, Xxxxxxx y Xxxx xx Xxxxx, and in the villages of Banaderos, Xxxxx xx Xxxxxxx, El Ranchito y Alta de Gurabo, found in the Moncion 5974-II (21) topographic maps, complying with the terms and regulations of Mining law #146. The base metal minerals are principally Copper, Lead, Zinc and the precious metal minerals are Gold and Silver.
The total are covered in exploration application is 2,120 mining hectares.
The point of beginning (PP) is located 50.00 meters on a magnetic bearing of S89o-00’E from the Reference Point (PR). This PP is identified on the ground by a concrete monument with the initials PP and with a partially buried two inch PVC concrete filled tube. The PP is located at UTM coordinates N2147434 y E271000 (Datum NAD27).
The Point of Reference (PR) is identified on the ground in the same manner as the PP
and is located on the North side of the road that connects Guarabo and Xxxxx. The PR is located at UTM coordinates N2147435 y E270949 (Datum NAD27).
The Point of Reference has been connected to three (3) Visuals with markers on the ground with the initials V1, V2 and V3 in the following manner.
|
Line |
magnetic bearing |
direct positive angle
|
distance (meters)
|
|
PR - PP=1 |
S89o-00’E |
00 o-00’-00” |
50.00 |
|
PR - V1 |
S71o-00’E |
18o-00’-00” |
24.40 |
|
PR - V2 |
S15o-00’W |
104o-00’-00” |
11.50 |
|
PR – V2 |
S80 o-00’W |
169o-00’-00” |
50.90 |
Boundary description of the claim área:
The FRANCESCA claim boundary will follow the cardinal direction of the Universal Transverse Mercator (UTM) grid, on vertices with incoming and outgoing angles of 90 degrees, according to the description in the table below:
point of beginning
|
point of ending |
cardinal direction |
distance (meters) |
UTM North (from PP) |
UTM East (from pp) |
|
PP = 1 |
2 |
South |
1,000 |
0000000 |
271000 |
|
2 |
3 |
East |
000 |
0000000 |
271000 |
|
3 |
4 |
South |
000 |
0000000 |
271500 |
|
4 |
5 |
East |
0000 |
0000000 |
271500 |
|
5 |
6 |
South |
0000 |
0000000 |
273200 |
|
6 |
7 |
West |
0000 |
0000000 |
273200 |
|
7 |
8 |
North |
0000 |
0000000 |
272200 |
|
8 |
9 |
West |
0000 |
0000000 |
272200 |
|
9 |
10 |
North |
000 |
0000000 |
271000 |
|
10 |
11 |
West |
0000 |
0000000 |
271000 |
|
11 |
12 |
North |
000 |
0000000 |
270000 |
|
12 |
13 |
West |
2500 |
2146500 |
270000 |
|
13 |
14 |
South |
0000 |
0000000 |
267500 |
|
14 |
15 |
West |
0000 |
0000000 |
267500 |
|
15 |
16 |
North |
2000 |
2145500 |
266000 |
|
16 |
17 |
West |
000 |
0000000 |
266000 |
|
17 |
18 |
North |
000 |
0000000 |
265500 |
|
18 |
19 |
West |
0000 |
0000000 |
265500 |
|
19 |
20 |
North |
0000 |
0000000 |
264000 |
|
20 |
21 |
East |
2000 |
2149000 |
264000 |
|
21 |
22 |
South |
0000 |
0000000 |
266000 |
|
22 |
23 |
East |
4000 |
2148000 |
266000 |
|
23 |
24 |
North |
0000 |
0000000 |
270000 |
|
24 |
25 |
West |
2000 |
2149000 |
270000 |
|
25 |
26 |
North |
2000 |
2149000 |
268000 |
|
26 |
27 |
East |
2500 |
2151000 |
268000 |
|
27 |
28 |
South |
0000 |
0000000 |
270500 |
|
28 |
29 |
East |
000 |
0000000 |
270500 |
|
29 |
30 |
South |
0000 |
0000000 |
271000 |
|
30 |
31 |
East |
000 |
0000000 |
271000 |
|
31 |
32 |
South |
0000 |
0000000 |
271500 |
|
32 |
33 |
West |
000 |
0000000 |
271500 |
|
33 |
PP=1 |
South |
66 |
2147500 |
271000 |
4B) ELIZA:
“ELIZA” is located in the province ofMonsignor Nouel, in the municipality of Maimon, and San Xxxxxxx de Sabaneta, in the section of Hato Viejo, and in the village of La Yautía, found in the Moncion 5974-II (21) topographic maps, complying with the terms and regulations of Mining law #146. The base metal minerals are principally Copper, Lead, Zinc and the precious metal minerals are Gold and Silver.
The total are covered in exploration application is 243.75 mining hectares.
The point of beginning (PP) is located 20.90 meters on a magnetic bearing of N57o-00’E from the Reference Point (PR). This PP is identified on the ground by a concrete monument with the initials PP and with a partially buried two inch PVC concrete filled tube. The PP is located at UTM coordinates N2092610 and E365748 (Datum NAD27).
The Point of Reference (PR) is identified on the ground in the same manner as the PP and is located on the South side of the road that connects Maimon and El Corbano. The PR is located at UTM coordinates N2092596 and E365736 (Datum NAD27).
The Point of Reference has been connected to three (3) Visuals with markers on the ground with the initials V1, V2 and V3 in the following manner.
|
Line |
magnetic bearing |
direct positive angle
|
distance (meters)
|
Line |
PR |
PP |
N57o-00’E |
20.90 |
00’-00” |
PR |
V1 |
N44o-00’W |
18.25 |
259’-00” |
|
PR |
V2 |
N02o-00’E |
11.40 |
305’-00” |
|
PR |
V3 |
N44 o-00’E |
13.90 |
347’-00” |
|
PR |
CC |
N02o -00’E |
5.25 |
305’-00” |
Boundary description of the claim área:
The ELIZA claim boundary will follow the cardinal direction of the Universal Transverse Mercator (UTM) grid, on vertices with incoming and outgoing angles of 90 degrees, according to the description in the table below:
point of beginning
|
POINT OF ENDING |
cardinal direction |
distance (meters) |
UTM North (from PP) |
UTM East (from pp) |
P.P |
1 |
East |
2 |
N2092610 |
E365748 |
1 |
2 |
South |
110 |
N2092610 |
E365750 |
2 |
3 |
West |
750 |
N2092500 |
E365750 |
3 |
4 |
North |
250 |
N2092500 |
E365000 |
4 |
5 |
West |
1,500 |
N2092750 |
E365000 |
5 |
6 |
North |
1,000 |
N2092750 |
E363500 |
6 |
7 |
East |
2,250 |
N2093750 |
E363500 |
7 |
1 |
South |
1,140 |
N2093750 |
E365750 |
4C) XXXXXXXXX:
“XXXXXXXXX”is located in the provinces of Xxxxxxxx Xxxxxxxxx and Xxxxxxxx, in the municipality of Moncion, in the Municipal Districtof El Xxxxx, in the sections of El Mamoncito and Cañafistol, and in the village of Bulla, found in the Moncion 5974-II (21) topographic maps, complying with the terms and regulations of Mining law #146. The base metal minerals are principally Copper, Lead, Zinc and the precious metal minerals are Gold and Silver.
The total are covered in exploration application is 475mining hectares.
The point of beginning (PP) is located 50.00 meters on a magnetic bearing of S34o-00’Efrom the Reference Point (PR). This PP is identified on the ground by a concrete monument with the initials PP and with a partially buried two inch PVC concrete filled tube. The PP is located at UTM coordinates N2147434 y E271000 (Datum NAD27).
The Point of Reference (PR) is identified on the ground in the same manner as the PP and is located on the Northeast side of the road that connects Bulla & Xxxxxxxxx. The PR is located at UTM coordinates N2148144 y E281966(Datum NAD27).
The Point of Reference has been connected to three (3) Visuals with markers on the ground with the initials V1, V2 and V3 in the following manner.
|
Line |
magnetic bearing |
direct positive angle
|
distance (meters)
|
|
PR - PP=1 |
S34o-00’E |
00’-00” |
50.00 |
|
PR - V1 |
S26o-00’W |
60’-00” |
15.90 |
|
PR - V2 |
S73o-00’W |
107’-00” |
27.50 |
|
PR – V2 |
N45 o-00’W |
169’-00” |
37.00 |
Boundary description of the claim área:
The XXXXXXXXX claim boundary will follow the cardinal direction of the Universal Transverse Mercator (UTM) grid, on vertices with incoming and outgoing angles of 90 degrees, according to the description in the table below:
Ppoint of beginning
|
point of ending |
cardinal direction |
distance (meters) |
UTM North (from PP) |
UTM East (from pp) |
|
PP = A |
B |
South |
102 |
2148102 |
282000 |
|
B |
C |
West |
5000 |
2148000 |
282000 |
|
C |
D |
North |
0000 |
0000000 |
277000 |
|
D |
E |
East |
2000 |
2149400 |
277000 |
|
E |
F |
South |
000 |
0000000 |
279000 |
|
F |
G |
East |
3000 |
2148650 |
279000 |
|
G |
PP = A |
South |
000 |
0000000 |
000000 |
”
Section 3. Ratifications; Inconsistent Provisions. Except as otherwise expressly provided herein, the Original Agreement, is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects, except that on and after the Effective Date, all references in the Original Agreement to “this Agreement”, “hereto”, “hereof”, “hereunder” or words of like import referring to the Original Agreement shall mean the Original Agreement as amended by this Amendment. Notwithstanding the foregoing to the contrary, to the extent that there is any inconsistency between the provisions of the Original Agreement and this Amendment, the provisions of this Amendment shall control and be binding.
Section 4. Counterparts. This Amendment may be executed in any number of counterparts, all of which will constitute one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. Facsimile or other electronic transmission of any signed original document shall be deemed the same as delivery of an original.
[The Remainder of this Page is Blank]
IN WITNESS WHEREOF, the Company has caused this Amendment to be executed as of the date first written above by its respective officers thereunto duly authorized.
SIGNED AND DELIVERED BY
SANTO MINING CORP.
Per:
/s/ XXXXX XXXXXX
Authorized Signatory
SIGNED AND DELIVERED BY
GEXPLO GOLD SRL.
Per:
/s/ XXXXX XXXXXX
Authorized Signatory
SIGNED AND DELIVERED BY
/s/ XXXX HABEILA FELIZ RUIZ______
XXXX HABEILA XXXXX XXXX
