JULY 27TH, 2010
JULY 27TH,
2010
PROMISE
OF ASSIGNMENT OF THE RIGHTS ON A MINE CONCESSION (HEREINAFTER THE “CONTRACT”)
ENTERED INTO BY AND BETWEEN Xx. XXXXX XXXXXX XXXXXXXXX XXXXX, XXXX XXXXXXX XXXX
XXXXXXXXX AND XXXXXXXX XXXXXX XXXXXXX (HEREINAFTER INDIVIDUALLY REFERRED TO AS
“XXXXX”, “XXXX” AND “XXXXXXXX”, RESPECTIVELY, AND JOINTLY REFERRED TO AS “THE
OWNERS”,
AND
SOCIEDAD
GOLD AMERICAN MINING CORP, ACTING BY AND THROUGH XX. XXXXXXXX XXXXXXXX
(HEREINAFTER REFERRED AS “GOLD AMERICAN” UNDER THE FOLLOWING TERMS AND
CONDITIONS:
REPRESENTATION
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1.
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“XXXXX”
REPRESENTS THE FOLLOWING:
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a.
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He
is a Mexican citizen, born in Hermosillo, Sonora, Mexico, with Federal Tax
Registration Code PACJ400505EQ6, and with sufficient legal capacity to
commit to the terms of this agreement, pursuant to the Mining Law and its
Regulations.
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b.
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He
is married to Xxx. Xxxxxx Xxxxxxx Xxxxxxx under community property system
of marital property (common
assets).
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c.
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He
is the legitimate joint tenant of up to 34% (thirty-four percent) of the
mine “CONCESSIONS” located in the Municipio Opodepe, Sonora, listed
below, and has ownership right upon them and other rigths
resulting from his owner condition:
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c.1. “LA
ESCONDIDA” Mine Concession, Title Number 230499, issued on September 10, 2007,
File Number 082/31488, located in the Municipio of Opodepe, Zacatecas,
consisting of 25 hectares and registered under Act No. 159, page 806 of Volume
366 of the Mine Concession Public Register, a copy of which is attached
hereto.
c.2. “LA
ESCONDIDA” Mine Concession, Title number 230512, issued on September 10, 2007,
File Number 082/31488, located in the Municipio of Opodepe, Zacatecas, with 25
ha surface, registered under Act No. 159, Page 806, Volume 366 of the Mine
Concession Public Register, a copy of which is attached hereto.
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From
now onwards, the “CONCESSIONS” upon the lots described in paragraph c.1
and c.2 will be jointly referred and identified in this document as “THE
CONCESSIONS”.
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d.
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As
of the date hereof, THE CONCESSIONS and their rights are currently in
force and exempted from any lien and duty, or any restriction on the free
use and disposal by the deponent.
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e.
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As
of the date hereof, his company has not entered into any
agreement or legal action regarding the CONCESSIONS other than this legal
document, for which reason he guaranteees, the existence of legal effect,
and availability of the referred rights subject matter of this
contract.
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f.
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As
of the date hereof, the referred CONCESSIONS are in force and currently
upto date in the payment of charges, duties, taxes, fees and contributions
and whatsoever duty upon them.
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g.
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He
has the physical and free possession rights upon t he CONCESSIONS
hereof.
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h.
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As
of the date of execution of this contract, his company has not any other
mining claim or right upon any mine concession within a 5 km around the
site of the mine CONCESSIONS subject matter hereof, except the above
mentioned CONCESSIONS.
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i.
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As
of the date of execution of this agreement, he has obtained the
corresponding environmental permits to carry out exploration works
(NOM-120) and mine exploitation activities within the CONCESSIONS, and he
has complied with all the sanitary, labor and social security
measures in accordance with the Official Mexican Rules (NOM’s); in the
environment subject, to carry out exploration works (NOM-120) and
exploitation in the CONCESSIONS. These measures are in process and
registered under the name of the
OWNERS.
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j.
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The
CONCESSIONS have no royalty upon the production obtained by the BUYER
resulting from the exploitation of the CONCESSIONS, except for the
provisions of Clause Six hereof, productions or royalties that in the
mining industry are known as Net Smelter Return
(NSR).
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II. XXXX
DOES HEREBY MAKE THE FOLLOWING REPRESENTATION:
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a.
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He
is a Mexican citizen, born in Xxxxxxxxx de Kino, Sonora, Mexico, with
Federal Tax Registration Code SEGR420417JK3, with sufficient legal
capacity to commit to the terms of this agreement, and pursuant to the
Mining Law and its Regulations.
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b.
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He
is married to Xxx. Xxxxxxxx Xxxxxxxxx Xxxxxx under community property
system of marital property (common
assets).
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c.
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He
is the legitimate joint tenant of up to 33% (thirty-three percent) of the
mine “CONCESSIONS” referred above in paragraph c.1. and paragraph c.2 of
the foregoing Representation I.
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d.
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He
repeats, and claims as his own the foregoing statements and representation
made by XXXXX in regard to the CONCESSIONS mentioned
above.
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III.
XXXXXXXX REPRESENTS THE FOLLOWING:
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a.
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He
is a Mexican citizen, born in Xxxxxxxxx de Kino, Sonora, Mexico, with
Federal Tax Registration Code GAMN440509516, with sufficient legal
capacity to commit to the terms of this agreement, and pursuant to the
Mining Law and its Regulations.
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b.
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He
is married to Xxx. Xxxxx Xxxx Xxxxxxxxx Xxxxxxx under community property
system of marital property (common
assets).
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c.
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He
is the legitimate joint tenant of up to 33% (thirty-three percent) of the
mine “CONCESSIONS” referred above in paragraph c.1. and paragraph c.2 of
the foregoing Representation I.
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d.
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He
repeats, and claims as his own the foregoing statements and representation
made by XXXXX in regard to the CONCESSIONS mentioned in Representation I
hereof.
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IV.
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GOLD
AMERICAN makes the following
representation:
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a.
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It
is an American corporation incorporated pursuant to the regulations of the
State of Nevada and it has legal capacity to commit to the terms
hereof.
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b.
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Xx.
Xxxxxxxx Xxxxxxxx is the legal representative of the Company and has the
legal faculties to enter into this
contract.
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c.
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The
Company agrees to execute this contract under the terms hereunder and
based upon the statements made by the OWNERS in regard to the
CONCESSIONS.
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d.
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The
Company is aware that pursuant to the provisions of Articles 2 and 10 of
the Mining Law and any related regulations, GOLD AMERICAN has at this
moment no legitimate rights or legal capacity to purchase, directly from
the OWNERS, the mining title upon any mine concession, for which reason
this promissory agreement is executed under the terms stipulated in this
legal document to fully comply with the mining legal act and regulations,
as well as any other mandatory Mexican
regulations.
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V. THE
PARTIES MAKE THE FOLLOWING REPRESENTATION:
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a.
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They
know the individuals and corporation that execute this
agreement.
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b.
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THE
PARTIES expressly agree that even if the Public Register of Mining or any
mining authority would refuse to register this agreement because o f the
terms herein, this shall not be a reason to consider that is null, invalid
or non-existing, since the rights and obligations hereunder will continue
in force because the purpose of this legal instrument is that a Mexican
corporation or Mexican individual or by default a foreign corporation duly
authorized shall finally become the mine CONCESSSION owner of the subject
matter hereof.
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c.
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The
PARTIES declare that they physically know the CONCESSION subject matter of
this contract.
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d.
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The
PARTIES declare that they act by their own free will and that there is no
error, fraud, bad faith or injury.
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THEREFORE,
The PARTIES agree to consent to the terms hereunder:
CLAUSES
ONE: THE OWNERS agree and
promise to onerously assign, pursuant to the terms of this contract and in favor
of a Mexican indvidual or Mexican corporation designated by GOLD
AMERICAN, the 100% (hundred percent) of the co-rights of ownership, and each
one’s aliquot , stipulated in point I.c of this contract, and those resulting
from the CONCESSIONS of the lots LA ESCONDIDA.
As of
now, the word BUYER represents the “Mexican individual or corporation”
designated by GOLD AMERICAN.
As a
result of the execution of this agreement, the BUYER shall subrogate (assume)
all the rights and obligations that the Mining Law and its regulations estabish,
as well as the Environment Protection and Ecological Impact Act, its regulations
and other applicable provisions.
A copy of
the Concession Titles are incoported as part of this contract and
designated as Schedule 1 and 2, which are duly signed by the
PARTIES.
TWO: GOLD AMERICAN consents on
behalf of the BUYER who would eventually be designated by it and reported to the
OWNERS, to pay for the purchase of exploration and exploitation, and property
rights (domain) referred in the foregoing clause and the OWNERS agree to receive
as payment the sum of US$765,000 (Seven Hundred Sixty Five and
00/100 US Dollars), subject to the terms and conditions
below:
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1.
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The
BUYER shall have the right of way or easement of access to the mine
CONCESSIONS mentioned in this
contract.
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2.
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The
OWNERS had provided GOLD AMERICAN or the BUYER all the technical
information, reports and geological background informations regarding the
perforation and/or exploitation works carried out in the
CONCESSIONS.
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a.
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The
sum of US$40,000 (Forty Thousand US Dollars) 6 (six) months as from the
date of execution of this agreement, that is July 20th,
2010, payment which shall be made by wire transfer according to the
indicated wire instructions.
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b.
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The
sum of US$50,000 (Fifty Thousand US Dollars) 12 (twelve) months upon the
execution of this agreeement, that is on December 23, 2010, also paid by
wire transfer following the specified wire
instructions.
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c.
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The
sum of US$50,000 (Fifty Thousand US Dollars), 18 (eighteeen) months upon
the execution of this agreement, that is on June 23, 2011, paid by wire
transfer following the indicated wire
instructions.
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d.
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The
sum of US$50,000 (Fifty Thousand US Dollars), upon 24 (twenty-four) months
from the execution of this contract, that is on December 23, 2011, and
paid by wire transfer following the specified wire
instructions.
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e.
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The
sum of US$175,000 (One Hundred Seventy-Five Thousand and 00/100 US
Dollars), upon 30 (thirty-four) months, as from the execution of this
contract, that is June 23, 2012, payment made by wire transfer according
to the specified wire instructions.
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f.
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The
sum of US$400,000 (Four Hundred Thousand and 00/100 US Dollars) on the 36
(thirty-six) month counted as from the date of execution of this
agreement, that is on December 23, 2012, payment that shall be made by
wire transfer as per specified wire
instructions.
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THREE: The PARTIES agree that
in the event that GOLD AMERICAN or the BUYER would not get the authorization
from the owner or owners of the adjacent properties that surround the
CONCESSIONS, the OWNERS together with GOLD AMERICAN or the BUYER shall assist
each other to pursue the necessary legal proceedings to obtain the access or
easement of access, including the temporary expropriation of the surrounding
lots, pursuant to the Mine Law, if necessary.
FOUR: GOLD AMERICAN agrees to
pay on behalf of the BUYER as from the first semester of year 2010, the
semestral mining rights and/or taxes concerning the CONCESSIONS.
FIVE: The OWNERS expressly
agree that GOLD AMERICAN or the BUYER, as chosen, may pay the total price
specified in the foregoing second clause without requiring the express or tacit
(unspoken) consent of the OWNERS to fully and completely buy the property and
possesion rights of the CONCESSSIONS subject matter hereof.
SIX: The PARTIES expressly
agree that the OWNERS shall receive from GOLD AMERICAN or the BUYER on the
account of royalties, a percentage equal to 1% (one percent) of the production
obtained by the BUYER as a result of the exploitation activities executed within
the CONCESSIONS and that are known in the mining industry as “Net Smelter
Return” (NSR).
SEVEN: The PARTIES expressly
agree that GOLD AMERICAN or the BUYER, at its discretion, may pay the OWNERS at
any time and without requering their express or unspoken prior consent, the sum
of US$500,000 (Five Hundred Thousand and 00/100 US Dollars) on the account of
full payment of royalties and/or productions rights (NSR) referred in the
foregoing paragraph.
The
PARTIES expressly agree that the concept and amount identified in this clause is
independent of the purchase price of the referred mine concession rights
corresponding to the CONCESSIONS mentioned in Clauses One and Two of this
contract, reason for which the way in which this concept (meaning royalties) is
paid or liquidated shall not be considered as an impediment or obstacle to GOLD
AMERICAN to buy on the account of BUYER the title and possession or ownership
rights on the CONCESSIONS, prior payment of the sum stipulated in the
foregoing Clause 2.
EIGHT: The OWNERS agree and
commit themselves to give the BUYERS upon request, the physical and peaceful
possession of the CONCESSIONS subject matter hereof, as indicated in point I.g
of the recitals or representation of this legal instrument.
NINE: The OWNERS
agree and commit to grant GOLD AMERICAN or the BUYER, within a term of 15
calendar days as from the execution of this contract, the reports on geological
results that they would have, as well as the “regular work” reports that they
would have made or would be making in regard to the CONCESSIONS, as well as the
report or information of any nature that they would posses as a result of the
exploitation works that they would have carried out or would be carrying out at
present in the mine CONCESSIONS.
TEN: The
PARTIES expressly agree that the following may cause the termination of this
contract:
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a.
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If
GOLD AMERICAN or the BUYER would not make any of the
payments. In this case, GOLD AMERICAN or the BUYER will have a
grace period of 30 calendar (natural) days to comply with
payment.
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b.
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If
GOLD AMERICAN or the BUYER would stop paying two or more consecutive
payments this contract will be
rescinded.
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c.
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If
the OWNERS would fail to comply with any of the obligations stipulated
herein, and as a result of this, GOLD AMERICAN or the BUYER would be
affected, a conventional penalty equal to
the corresponding payment shown in the payment
schedule of this contract shall apply, and GOLD AMERICAN or the BUYER may
have the option to rescind this contract or claim the reimbursement of the
payments previously made or discount the payment or payments corresponding
to the price or balance of the pending price
payments.
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ELEVEN: If GOLD AMERICAN or
the BUYER would not make any of the stipulated payments, and once the grace
period has expired, if GOLD AMERICAN or the BUYER would have not made the
respective payment, this contract will be automatically terminated and will have
no legal effect against the PARTIES, therefore, the OWNERS
shall withhold or keep for themselves the sums of money that GOLD AMERICAN would
have previously paid to them.
TWELVE: The PARTIES agree to
appear before a county clerk (notary) to jointly ratify or confirm this legal
instrument to the effects of the provisions of Article 23 of the Mining Law, and
agree to demand indistinctively the registration of this contract in the Public
Mining Register pursuant to the terms of the applicable legal regulations so
that it would have legal effects against third parties.
THIRTEEN: The PARTIES
expressly agree that GOLD AMERICAN may assign without needing the prior consent
of the OWNERS, the rights of this legal instrument for which purpose it would
only be required to notify the OWNERS who the new title holder will
be.
FOURTEEN: The PARTIES agree
that once the contract is signed and ratified before a pubic notary or county
clerk, any party may indistinctively register or request the
registration of it in the Public Mining Register so that it would have legal
effects before third parties.
FIFTEEN: THE OWNERS based on
their representations in point I.h of this contract, agree and commit, in favor
of GOLD AMERICAN or the BUYER, not to hold or retain or buy the property of any
concession other than the CONCESSIONS subject matter hereof, that would be
within a 5 km area around each property (concession), in order to not enter into
any interest conflict or unfair competition with GOLD AMERICAN or the
BUYER. In the event that they would not comply with this, they will
pay GOLD AMERICAN or the BUYER for damages and losseses resulting
therefrom.
To the
effects of this contract and by virtue of the development of the mining project
pursued by GOLD AMERICAN on the account of the BUYER according to the execution
of this contract and the purchase of the CONCESSIONS, a conventional damage
shall be understood as the cost or price that one or both CONCESSIONS would have
not declared or that would be acquired by the OWNERS in contravention of this
clause; and as conventional injury or loss the potential yearly based
production that this/these concession(s) would have at the time of payment and
it shall accumulate until the respective payment on this account is
made.
SIXTEEN: To the effects of the
provisions hereof, the PARTIES designate the following addresses as their
conventional office address:
THE OWNERS:
Xxxxxx: Cerrada del Ruiseñor 302
Residencial Los Lago, Hermosillo, Sonora
Xxxx: Blvd. Xxxx Xxxxxxx Xxxxxxx 000
Xxx Xxx Xxxxxx, Xxxxxxxxx xx Xxxx, Xxxxxx
Xxxxxxxx: Av. Xxxx Xxxxxxx 000 Xxx Xxx
Xxxxxx, Magdalena de Kino, Sonora
GOLD AMERICAN:
00000 Xxxxxx X. Xxxxxxxxx
Reno, NV 89521, USA
Tel: 000.000.0000
Fax: 000.000.0000
SEVENTEEN: THE PARTIES agree
that any disagreement arising hereto will definitively be settled pursuant to
the Arbitration Rules of theArbitration Center of Mexico, by a single arbitrator
in accordance with this center rules.
EIGHTEEN: THE PARTIES do
hereby agree that the BUYER will have the option to rescind this contrat at any
time during the term of this agreement by sending a simple notice to the OWNERS
with at least 15 days in advance. As of the date of termination of
this agrement, the BUYER shall have no further payment obligation as referred in
the Second clause hereof.
IN
WITNESS WHEREOF the parties hereto being in agreement with the legal contents
and scope of this contract have hereunto set their hands, this 27th day of
July, 2010.
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XXXXX
XXXXXX XXXXXXXXX XXXXX
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XXXX
XXXXXXX XXXX XXXXXXXXX
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“XXXXX”
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“XXXX”
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XXXXXXXX
XXXXXX XXXXXXX
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GOLD
AMERICAN MINING CORP
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“XXXXXXXX”
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“GOLD
AMERICAN”
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Xx.
XXXXXXXX XXXXXXXX
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LEGAL
REPRESENTATIVE
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SCHEDULE A
Mine
Claim, Title Number 230499, granted on September 10, 2007, File Number
082/31488, located in the Municipio of Opodepe, Zacatecas, with a 25 hectares
surface and registered under Act No. 159, on page 806 of Volume No.
366 of the Book of Mine Concessions of the Public Mine Register.
SCHEDULE
B
Mine
Claim, Title Number 230512,, granted on September 10, 2007, File Number
082/31488, located in the Municipio of Opodepe, Zacatecas, with a 25 hectares
surface and registered under Act No. 159, on page 806 of Volume No.
366 of the Book of Mine Concessions of the Public Mine Register.
