EXHIBIT 10.14 - CENIZAS AGREEMENT - XXXXX CLAIMS
AGREEMENT
THIS AGREEMENT made the 12th day of October, 1999
BETWEEN:
MINERA FREMONT GOLD CHILE S.A., a company duly organized under the laws of
the Republic of Chile and having its chief place of business at Xxxxx 0000,
Xx. 000, Xxx Xxxxxx, Xxxxxxxx, Xxxxx
(hereinafter referred to as "Fremont")
OF THE FIRST PART
AND:
CERRO DORADO, INC., a Florida company duly continued under the laws of the
State of Nevada and having its chief place of business at 0000 Xxxxx 000
Xxxx # 17, Salt Lake City, in the State of Utah
(hereinafter referred to as "Cerro Dorado")
OF THE SECOND PART
WHEREAS:
A. Fremont (through its affiliate, Fremont Gold Corporation, a Delaware
company) are the holders of an option to acquire from Rio Tinto Mining and
Exploration Limited, a one hundred percent (100%) interest in and to the
Llano claims being part of the Cenizas Property, Region II, Chile, acquired
by Fremont pursuant to a letter agreement dated December 11, 1998, under
the terms therein contained, which claims are detailed as an exhibit to the
said agreement, a copy of which together with exhibits is attached hereto
as Schedule "A" (hereinafter referred to as the "Option") ;
B. Fremont is the registered holder of claims also being part of the Xxxxxxx
Xxxxxxxx, Xxxxxx XX, Xxxxx known as the Xxxxx Claims 1-26 (hereinafter
referred to as the "Claims") which are detailed in Schedule "B" hereto;
C. By letter of intent dated October 1, 1999 Fremont Gold Corporation agreed
on its behalf and behalf of Fremont to assign to Cerro Dorado all of its
rights and interests in the Option and the Claims for the sum of $25,000.00
(USD) to Fremont Gold Corporation and the delivery by Cerro Dorado to
Fremont Gold Corporation of one hundred thousand (100,000) shares of Cerro
Dorado;
D. Cerro Dorado are desirous of acquiring the Option and the Claims from
Fremont and its affiliate;
E. The parties have agreed that notwithstanding that the consideration set out
in the letter of intent is payable in respect of both the Option and the
Claims, this Agreement shall be limited to the transfer of the Claims and
the assignment of the Option shall be by separate instrument.
NOW THEREFORE this agreement witnesseth that in consideration of the mutual
covenants and agreements contained herein the parties agree with each other as
follows.
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EXHIBIT 10.14 - CENIZAS AGREEMENT - XXXXX CLAIMS
1. Fremont hereby assigns, sells and transfers to Cerro Dorado all of its
right, title and interest in and to the Claims and all benefits and
advantages to be derived therefrom in consideration of the payment by Cerro
Dorado to Fremont Gold Corporation of the sum of Twenty Five Thousand
Dollars of lawful money of the United States of America ($25,000.00 USD)
and delivery by Cerro Dorado to Fremont Gold Corporation of one hundred
thousand (100,000) common shares of Cerro Dorado pursuant to the instrument
in respect of the Option.
2. Fremont hereby warrants and represents to Cerro Dorado that with respect to
the Claims:
(a) They are free and clear of all liens, charges and encumbrances of any
kind whatsoever;
(b) They have been validly staked, located and recorded;
(c) They are in good standing with respect to filings in accordance with
all applicable laws and regulations of the Republic of Chile;
(d) All taxes, charges and assessments have been paid in full as are
required to be paid under all applicable laws of the Republic of
Chile;
(e) Except as provided in this Agreement, no person, firm, corporation or
other entity has any form of right to acquire, explore, develop or
otherwise exploit the Claims;
(f) There are no adverse claims or challenges to the ownership of or title
to the Claims;
(g) There are no outstanding agreements or options to acquire or purchase
the Claims or any portion thereof;
(h) No person or entity has any Net Smelter Returns Royalty or other
interest whatsoever in the production from the property which is the
subject of the Claims;
(i) The consummation of this transaction will not conflict with or result
in any breach of any indenture, agreement or other instrument
whatsoever to which Fremont is a party or by which they are bound or
to which they or the Claims may be subject.
3. Fremont hereby covenants and agrees that it shall be lawful for Cerro
Dorado to peaceably hold and enjoy the interest hereby assigned without any
interruption by Fremont or any person claiming under Fremont, free from all
charges and encumbrances.
4. Cerro Dorado does hereby covenant and agree with Fremont that Cerro Dorado
will indemnify and save harmless Fremont from and against all cost,
charges, losses, expenses or suits in respect of non-payment or
non-observance of any covenants or conditions in respect of the Claims.
5. Neither party shall sell, assign or transfer its rights or beneficial
interests in this Agreement without the consent of the other party, such
consent not to be unreasonably withheld, except to an affiliate or wholly
owned subsidiary of the assignor provided that such affiliate or subsidiary
shall provide a guarantee, in a form satisfactory to the other party of the
obligations of that affiliate or subsidiary under this Agreement. Any
assignment shall be subject to the assignee entering into an agreement in
form and substance satisfactory to counsel for the other party, to be bound
by this Agreement.
6. In the event that Cerro Dorado shall receive an offer to purchase or
transfer its rights or beneficial interest hereunder from a party other
than an affiliate or wholly owned subsidiary Cerro Dorado covenants and
agrees that it shall not assign, sell or transfer its rights or beneficial
interests unless the rights and interests are first offered for sale to
Fremont upon the same terms and conditions contained in a bona fide written
offer to Cerro Dorado.
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EXHIBIT 10.14 - CENIZAS AGREEMENT - XXXXX CLAIMS
7. Fremont shall have fifteen days from the date of receipt of such written
offer to elect to acquire the said rights and beneficial interests and if
Fremont shall not exercise its rights hereunder the said rights and
beneficial interests may for a period of thirty days (30) days thereafter
be disposed of by Cerro Dorado to the person identified in and upon the
same terms and conditions set forth in the offer, but not otherwise, and
failing disposal as aforesaid, the provisions of this Agreement shall apply
again.
8. Each of the parties warrants and represents for itself that it has read
this Agreement and understands its contents, and that this Agreement is
executed voluntarily with full knowledge of the consequences and
implications of the obligations and rights of the other party in this
Agreement. Each party warrants and represents for itself that it has had an
opportunity to review this Agreement and to be represented by independent
legal counsel of its choice during the negotiations which preceded
execution of this Agreement and in connection with the preparation and
execution of this Agreement and in fact have retained independent legal
counsel for the purposes aforementioned.
9. This Agreement and the rights and obligations and relations of the parties
shall be governed by and construed in accordance with the laws of the State
of Nevada and the Federal Laws of the U.S.A. applicable therein (but
without giving effect to any conflict of law rules). The parties agree that
the courts of Nevada shall have the jurisdiction to entertain any action or
other legal proceedings based on any provisions of this Agreement. Each
party attorns to the jurisdiction of the courts of the State of Nevada.
10. Time shall be of the essence of this Agreement.
11. This Agreement contains the whole agreement between the parties in respect
of the subject matters hereof and there are no warranties, representations,
terms, conditions or collateral agreements, express, implied or statutory,
other than as expressly set forth in this Agreement and this Agreement
supersedes all of the terms of any written or oral agreement or
understanding between the parties.
12. This Agreement shall enure to the benefit of and be binding upon the
parties hereto and each of them and, as applicable, their heirs, executors,
administrators, successors and assigns.
13. Each of the parties will, on demand by another party, execute and deliver
or cause to be executed and delivered all such further documents and
instruments and do all such further acts and things as the other may
reasonably require to evidence, carry out and give full effect to the
terms, conditions, intent and meaning of this Agreement and to assure the
completion of the transactions contemplated hereby.
14. No amendment, modification, supplement, termination or waiver of any
provision of this Agreement will be effective unless in writing signed by
the appropriate party and then only in the specific instance and for the
specific purpose given.
15. Unless otherwise specifically provided herein, the parties will pay their
respective legal, accounting and other professional fees and expenses,
including goods and services taxes on such fees and expenses, incurred by
each in connection with the negotiation and settlement of this Agreement,
the completion of the transactions contemplated hereby and the other
matters pertaining hereto.
16. This Agreement may be executed in any number of counterparts or by
facsimile, each of which shall together, for all purposes, constitute one
and the same instrument, binding on the parties, and each of which shall
together be deemed to be an original, notwithstanding that all of the
parties are not signatory to the same counterpart or facsimile.
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EXHIBIT 10.14 - CENIZAS AGREEMENT - XXXXX CLAIMS
IN WITNESS WHEREOF the parties hereto have executed these presents as of the day
and year first above written.
Executed by Minera Fremont Gold Chile S.A.
in the presence of its duly authorized signatory:
/s/ Xxxxxxx X. Xxxxxx
--------------------------------------
Authorized Signatory
Executed by Cerro Dorado, Inc. in the
presence of its duly authorized signatory:
/s/ Authorized Signatory
--------------------------------------
Authorized Signatory
