MORIN AMENDMENT AGREEMENT #2
Exhibit 4.162
XXXXX
AMENDMENT AGREEMENT #2
AMENDMENT
AGREEMENT dated for reference the 14th day
of May 2009
BETWEEN:
XXXXXX GOLD CORP.
Suite 711
- 000 Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxxx,
Xxxxxxx Xxxxxxxx X0X 0X0
(the
above hereinafter referred to as the "Optionee")
OF
THE FIRST PART
AND:
XXXXX XXXXX
Xxxxxxx
Xxxx
Xxxxxxx,
Xxxxxxx X0X 0X0
AND:
XXXXX XXXXXXX
Xxxx
Xxxxxx Xxx 0000
Xxxxxxx,
Xxxxxxx X0X 0X0
(collectively
referred to hereinafter as the "Optionors")
OF
THE SECOND PART
WHEREAS the Optionee and the
Optionor entered into an option agreement dated for reference the 28th day
of May 2006 and an Amendment Agreement dated the 21st day
of March 2007 (collectively, the “Xxxxx Agreement”) and the parties wish to
amend the terms of the Xxxxx Agreement.
NOW THEREFORE in consideration
of the premises and the mutual covenants and agreements herein contained, the
parties agree as follows:
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1.
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Sections
3 and 4 to the Xxxxx Agreement be deleted in their entirety and replaced
with Sections 3 and 4 as written
below:
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“3.
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TERMS OF THE
OPTION
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In order
to maintain the Option in good standing and earn a 100% right, title and
undivided interest in and to the Property, the Optionee, subject to paragraph 2,
shall:
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(a)
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pay
to the Optionor $10,000 upon receipt of regulatory approval
(paid);
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(b)
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pay
to the Optionor a further $20,000 on or before July 12, 2007
(paid);
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(c)
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pay
to the Optionor a further $30,000 on or before July 12, 2008
(paid);
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(d)
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pay
to the Optionor a further $30,000 on or before July 12,
2009;
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(e)
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issue
to the Optionor 20,000 common shares of the Optionee upon receipt of
regulatory approval (issued);
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(f)
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issue
to the Optionor a further 40,000 common shares of the Optionee on or
before July 12, 2007 (issued);
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(g)
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issue
to the Optionor a further 60,000 common shares of the Optionee on or
before July 12, 2008 (issued); and
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(h)
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issue
to the Optionor a final 100,000 common shares of the Optionee on or before
July 12, 2009.
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4.
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EXERCISE
OF THE OPTION
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If the
Optionee has paid $90,000 and issued 220,000 common shares to the Optionor, the
Optionee shall be deemed to have exercised the Option and will have acquired an
undivided 100% right, title and interest in and to the Property, subject only to
the Royalty Interest reserved to the Optionor.”
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2.
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In
all other respects the terms of the Xxxxx Agreement remain as
written.
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3.
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Time
shall be of the essence of this Amendment
Agreement.
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4.
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The
parties hereto covenant and agree to execute and deliver all such further
documents as may be required to carry out the full intent and meaning of
this Amendment Agreement and to effect the transactions contemplated
hereby.
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5.
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This
Amendment Agreement shall be governed by and interpreted in accordance
with the laws of the Province of
Ontario.
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6.
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This
Amendment Agreement together with the Xxxxx Agreement constitutes the
entire agreement between the parties and supersedes all previous
understandings, communications, representations and agreements between the
parties with respect to the subject matter of this Amendment
Agreement.
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7.
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This
Amendment Agreement will enure to the benefit of and be binding upon the
parties hereto and their respective successors and permitted
assigns.
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IN WITNESS WHEREOF the parties
hereto have executed these presents as of the day and year first above
written.
XXXXXX GOLD
CORP. )
)
)
Per:
_/s/ Xxxx
Campbell__________________
)
Xxxx
Xxxxxxxx, CFO &
Director )
SIGNED
and DELIVERED
by )
XXXXX XXXXX in the presence
of:
)
)
)
Witness
Name (printed &
signed) )
) /s/ Xxxxx Xxxxx
) XXXXX XXXXX
Witness
Address )
)
)
SIGNED
and DELIVERED
by
)
XXXXX XXXXXXX in the presence
of: )
)
)
Witness
Name (printed &
signed) )
2
) /s/ Xxxxx
Xxxxxxx
) XXXXX XXXXXXX
Witness
Address )
)
3
