ENGLISH VERSION
AMENDMENT AGREEMENT ENTERED INTO BY AND BETWEEN, ON ONE PART, MR. XXXXX XXXXX
XXXXXX (HEREINAFTER THE "TITLEHOLDER"), ON HIS OWN BEHALF AND AS
ATTORNEY-IN-FACT OF MRS. ALBERTA XXXXXXX XXXXX XXXXX, THE LATTER ON BEHALF OF
XXX. XXXXXXXX XXXXX XXXXX XX XXXXX, IN ORDER THAT THE MARRIAGE CONSENT OF THE
LATTER BE HEREIN GRANTED; AND, ON THE OTHER PART, INTERNATIONAL CAPRI RESOURCES,
S.A. DE C.V. (HEREINAFTER "ICRM"), HEREBY REPRESENTED BY XX. XXXX XXXXXXX
XXXXXXX-XXXXXX XXXXXXX-XXXX, IN ACCORDANCE WITH THE FOLLOWING DECLARATIONS AND
CLAUSES.
DECLARATIONS
I. Both parties, the TITLEHOLDER on his own behalf and ICRM through its
representative, declare:
1. That on November 19, 1998, the TITLEHOLDER entered into with the company
named Polo y Xxx Minerales, S.A. de C.V., Contracts of Mining Exploration
and of Promise of Assignment of Rights (hereinafter the "CONTRACTS"), with
respect to the rights deriving from the mining exploitation concessions
covering the lots "EL QUINTO II", title 175486 and "EL COMETA NAVIDENO"),
title 171847 (jointly identified as the "LOTS" in such CONTRACTS and in
this document), which identification data are as follows:
a) "EL QUINTO II", mining exploitation concession title, 175486, issued
on July 31, 1985, located in the Municipality of Zacualpan, State of
Mexico, with a surface of 9.0957 hectares, recorded in the Public
Registry of Mining, under number 166, page 42 of volume 238 of the
General Book of Concessions;
b) "EL COMETA NAVIDENO", mining exploitation concession, title 171847,
issued on June 15, 1983, located in the Municipality of Tetipac,
Guerrero, with a surface of 23.0584 hectares, recorded in the Public
Registry of Mining, under number 627, page 158 of volume 228 of the
General Book of Concessions.
That the CONTRACTS cited in this declaration were recorded in the
Public Registry of Mining on May 7, 1999, under number 126, volume 9
of the Book of Mining Acts, Contracts and Agreements kept by such
Public Registry of Mining
2. That on December 11, 1998, Polo y Xxx Minerales, S.A. de C.V. entered into
with the company International Capri Resources, S.A. de C.V. (ICRM), a
Contract of Assignment of all the rights and obligations deriving from the
CONTRACTS in favor and under the responsibility of Polo y Xxx Minerales,
S.A. de C.V., having ICRM fully subrogated in the fulfillment of such
obligations and in the enjoyment of such rights; therefore, for purposes of
precision it is hereby clarified that, from the abovecited assignment of
rights,
all references made in the CONTRACTS, to the BENEFICIARY, are understood as
made to ICRM itself.
That the Contract of Assignment of Rights referred to in this declaration,
was recorded in the Public Registry of Mining on May 7, 1999, under number
143, Volume 9 of the Book of Mining Acts, Contracts and Agreements kept by
such Public Registry of Mining.
3. That as of the date of this Agreement, the TITLEHOLDER and ICRM have
complied with the obligations acquired by them under the CONTRACTS and they
have no claims thereof, therefore, they mutually release themselves of all
responsibilities derived from the fulfillment of the CONTRACTS as of this
date, the TITLEHOLDER stating that he has received, at his entire
satisfaction, each and all of the payments referred to in subparagraphs a)
through h) of section 4.2 of Clause Second of the CONTRACTS; and, the
TITLEHOLDER also stating that following the execution of the CONTRACTS, he
evidenced ICRM that he has been registered before the competent tax
authorities under the regime of short taxpayer as an entrepreneur.
4. That based on the results of exploration works performed by ICRM as of this
date, and as a result of the conversations between the TITLEHOLDER and
ICRM, both parties wish to enter into this Agreement, in order to: (i)
extend the duration of the CONTRACTS; (ii) modify the schedule of payments
referred to in section 4.2 of Clause Second of such CONTRACTS; and, (iii)
adjust some other provisions contained in such CONTRACTS.
5. That the TITLEHOLDER as well as ICRM's representative, state that they have
sufficient authority to enter into this Agreement, since the authority
conferred to them by Mrs. Alberta Xxxxxxx Xxxxx Xxxxx (in turn
representative of Xxx. Xxxxxxxx Xxxxx Xxxxx xx Xxxxx) and ICRM,
respectively, are still in full force and effect and have not been revoked,
limited or modified in any manner whatsoever.
Having made the above declarations, the parties agree on the following:
CLAUSES
FIRST. The parties agree to modify section 1. of Clause First of the CONTRACTS,
for it to be hereinafter drafted as follows:
"1. Term. The duration of this Contract of Exploration is for the term
comprised between the date of execution and ratification before a Notary,
of the CONTRACTS and March 31, 2000"
For purposes of more clarity, the parties agree that the provisions
stipulated by them under sections 1.1 and 1.2 of said Clause First, fully
prevail.
SECOND. The parties agree to modify section 1. of Clause Second of the
CONTRACTS, in order for it to be hereinafter drafted as follows:
"1. Duration. The term within which the BENEFICIARY may exercise, at any
time, the right to assign to the BENEFICIARY or its designee, the rights
derived from any or
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both titles of mining concession covering, or that in the future shall
cover, the LOTS, as well as the referred rights that the TITLEHOLDER may
have to access the LOTS, shall be the term comprised between the date of
execution and ratification before a Notary, of the CONTRACTS and March 31,
2000."
For purposes of more clarity, the parties agree that the provisions
stipulated by them under sections 1.1 and 1.2 of said Clause Second, fully
prevail.
THIRD. The parties agree to modify subparagraphs i), j), k), l) and m) of
section 4.2 of Clause Second of the CONTRACTS, for them to be hereinafter
drafted as follows, and likewise, they have agreed to add a subparagraph n) to
the above cited section 4.2, in order to be in the following terms:
"4.2 Schedule of Payments. The amounts referred to in section 4. of the
CONTRACTS, shall be as follows:
. . .
i) On the day on which this Amendment Agreement to the CONTRACTS be
executed and ratified before a Notary Public, the total amount of $4,500.00
USCy. (four thousand and five hundred dollars 00/100).
j) On December 31, 1999, provided the CONTRACTS are still in force, the
total amount of $3,000.00 USCy. (three thousand dollars. 00/100).
k) On January 31, 2000, provided the CONTRACTS are still in force, the
total amount of $7,500.00 USCy. (seven thousand and five hundred dollars
00/100).
l) On February 28, 2000, provided the CONTRACTS are still in force, the
total amount of $7,500.00 USCy. (seven thousand and five hundred dollars
00/100).
m) On March 31, 2000, provided the CONTRACTS are still in force, the total
amount of $5,500.00 USCy. (five thousand and five hundred dollars 00/100).
Upon delivery of this last payment, it shall be understood that the
BENEFICIARY has fully exercised the right to acquire the LOTS.
n) Should the option to acquire the LOTS be exercised prior to March 31,
2000, the BENEFICIARY shall pay to the TITLEHOLDER, such amounts referred
to in the above subparagraphs which have not been paid, with respect to the
dates which have not been met, in order that the total consideration
corresponding to the promise and to the assignment of all the rights
deriving from the mining concessions at that time covering the LOTS, be the
total amount of $85,000.00 USCy. (eighty five thousand dollars 00/100),
plus the corresponding Value Added Tax (VAT)."
FOURTH. Given that indicated in the final part of declaration I.3 of this
document, the parties agree to modify paragraphs third and forth of Clause Sixth
of the CONTRACTS in order that they be hereinafter as follows:
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"SIXTH. Expenses, Fees and Taxes."
. . .
Likewise, the TITLEHOLDER commits himself to comply with all obligations
imposed to him by the tax laws in force, since he has stated to the
BENEFICIARY that he is recorded in the Federal Taxpayers' Registry, under
number GOGF-270729-AT3, under the regime of Short Taxpayer as entrepreneur.
Given that indicated in the above paragraphs, it is hereby understood, that
except as otherwise provided by the applicable tax provisions, for each
payment made to the TITLEHOLDER, no withholding of Income Tax shall be
made, the parties obligating themselves to comply with all tax obligations
imposed or to be imposed to them, by the tax law in force
. . .
FIFTH. Given the assignment of rights and obligations subject matter of the
contract referred to in declaration I.2 of this document, the parties agree to
modify Clause Seventh of the CONTRACTS, in order that, for purposes of more
precision, it be drafted as follows:
"SEVENTH. Guaranty for Compliance. The TITLEHOLDER, Mr. Xxxxx Xxxxx Xxxxxx,
obligates himself pursuant to articles 2554 paragraph fourth, 2587 and 2596
paragraph first, of the Civil Code for the Federal District in Common
Matters and for all the Republic in Federal Matters, to grant before a
Notary Public, a special and irrevocable power of attorney, to guarantee
the fulfillment of the obligations assumed by the TITLEHOLDER under this
document, in the following terms:
Mr. Xxxxx Xxxxx Xxxxxx, on his own behalf, grants in favor of Messrs.
Xxxxxxxx Xxxxx Xxxxxxxxx Xxxxxx, Xxxx Xxxxxxx-Xxxxxx Xxxxxxx-Xxxx,
Xxxxxxxxx Xxxxxxx Xxxxxxx, Xxxxxxxx Xxxxxxx-Xxxxx and Xxxxxxx Xxxxxxxx
Xxxxxxx Xxxxxxx, a special and irrevocable power of attorney, for them to
exercise same, jointly or individually, in order that in the name and on
behalf of the grantors:
They comply with, if so required by International Capri Resources, S.A. de
C.V. or its designee, the obligations assumed by Mr. Xxxxx Xxxxx Xxxxxx
with respect to International Capri Resources, S.A. de C.V. under the
Contracts of Mining Exploration and of Promise of Assignment of Rights
(hereinafter the "Contracts") entered into by the grantor as promisor (in
such contracts identified as the "TITLEHOLDER"), consisting of the
execution with International Capri Resources, S.A. de C.V. (the
"BENEFICIARY") or its designee, of the Definitive Contract(s) of Assignment
of Rights derived from the titles of mining concession covering, or that in
the future shall cover, the LOTS:
a) "EL QUINTO II", mining exploitation concession, title 175486, issued
on July 31, 1985, located in the Municipality of Zacualpan, State of
Mexico, with a surface of 9.0957 hectares, recorded in the Public
Registry of Mining, under number 166, page 42 of volume 238 of the
General Book of Concessions;
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b) "EL COMETA NAVIDENO", mining exploitation concession, title 171847,
issued on June 15, 1983, located in the Municipality of Tetipac,
Guerrero, with a surface of 23.0584 hectares, recorded in the Public
Registry of Mining, under number 627, page 158 of volume 228 of the
General Book of Concessions.
This power of attorney is granted with the limitation that, in order to
exercise the authority to assign the rights referred to hereof, the
attorney(s)-in-fact exercising this power of attorney must evidence the
Notary Public before whom the signatures of the Contract or Contracts of
Assignment of the Rights derived from the LOTS, be ratified, that given
such assignment of the LOTS, the total amount agreed upon for the promise
and for the assignment of the LOTS has been delivered to the TITLEHOLDER
or, evidence that such amount has been deposited in favor the TITLEHOLDER.
This power of attorney is further granted for, if so required by
International Capri Resources, S.A. de C.V. (the BENEFICIARY) or its
designee, the attorneys-in-fact to act in order to make valid all of the
rights granted to the mining concessionaires with respect to their
concessions, by the Mining Law, its Regulations and other applicable
provisions in the mining area, which in its case, would include the
fulfillment of the obligations of Mr. Xxxxx Xxxxx Xxxxxx, among which
include but are not limited to file reports and proofs of execution of the
mining works referred to by the Mining Law and its Regulations; to initiate
proceedings for mining opposition; to file and process administrative
remedies in terms of the Mining Law, its Regulations and other applicable
provisions; to initiate constitutional protection proceedings; and, other
acts applicable pursuant to such provisions, except for the withdrawal,
subdivision, reduction or unification of surface of the LOTS, which would
only proceed with the written authorization issued by the TITLEHOLDER and
the BENEFICIARY's representative, jointly.
Within the specialty of the power of attorney, the attorneys-in-fact shall
have all the authority corresponding to a general power of attorney for
lawsuits and collections, to administer property and for acts of ownership,
with the broadest authority as provided for by article 2554 (two thousand
five hundred and fifty four) of the Civil Code for the Federal District in
Common Matters and for all the Republic in Federal Matters and the
corresponding article of the Civil Code for each Estate of the Mexican
United States; with the limitation that the attorneys-in-fact may exercise
this power of attorney only in matters related to the rights derived from
the mining concessions covering, and that in the future shall cover, the
LOTS subject matter of the cited Contracts.
Given that the power of attorney conferred in this instrument is granted
for the fulfillment of the obligations assumed by the grantor under a
bilateral contract, it is expressly stipulated that the power of attorney
is conferred as irrevocable, in terms of article 2596 (two thousand five
hundred and ninety six) of the Civil Code for the Federal District in
Common Matters and for all the Republic in Federal Matters and, the
corresponding article of the Civil Code for each State of the Mexican
Untied States.
This power of attorney shall be in force during the time in which the
obligations of the grantor under: (i) the aforementioned Contracts of
Mining Exploration and of Promise of
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Assignment of Rights; and, (ii) the Amendment Agreement to such Contracts
entered into by and between the TITLEHOLDER and International Capri
Resources, S.A. de C.V., are still existing, copy of which Contracts are
attached hereto to form an integral part of this instrument."
SIXTH. The parties agree to modify last paragraph of Clause Tenth of the
CONTRACTS, in order that it be hereinafter drafted as follows:
"TENTH. Communications . . .
. . .
The payments stipulated in the CONTRACTS may be made through the delivery
of a nominative check in favor of the TITLEHOLDER, Mr. Xxxxx Xxxxx Xxxxxx,
or through the deposit in the account number 57002490726 opened in the name
of the TITLEHOLDER, Mr. Xxxxx Xxxxx Xxxxxx, with banco Santander Mexicano,
branch Ixtapan de la Xxx, State of Mexico; and, in any case, the
TITLEHOLDER must deliver to the BENEFICIARY, the corresponding invoice for
each payment received by the former and, which invoice must meet all the
tax requirement, as provided for by the laws in the corresponding area."
SEVENTH. Likewise, the parties hereby agree that, all such terms and conditions
agreed upon in the CONTRACTS and that have been not expressly modified under
this Agreement, shall continue in full force and effect, therefore, the
TITLEHOLDER and ICRM obligate themselves to fully observe them and to comply
with all the obligations assumed by them and deriving from the CONTRACTS and
from this Agreement.
Having this document read by the parties, they ratify same in all its terms and
sign it for the record hereof, on July 7, 1999, in Mexico City, Federal
District.
THE TITLEHOLDER ICRM
/s/ Xxxxx Xxxxx Xxxxxx INTERNATIONAL CAPRI RESOURCES,
----------------------- S.A. DE C.V.
Xxxxx Xxxxx Xxxxxx /s/ Xxxx Xxxxxxx-Xxxxxx Xxxxxxx-Xxxx
On his own behalf and on behalf of ------------------------------------
Xxx. Xxxxxxxx Xxxxx Xxxxx xx Xxxxx Xxxx Xxxxxxx-Xxxxxx Xxxxxxx-Xxxx
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