THIS SHARE PURCHASE EXTENSION # 2 AGREEMENT made the 30th day of December, 2009.
Exhibit 10.1
THIS SHARE PURCHASE EXTENSION # 2
AGREEMENT made the 30th day of December, 2009.
BETWEEN:
XXXX CREEK GOLD CORP., a
company incorporated under the laws of the State of Nevada and having an address
for notice and deliver located at 0000 Xxxxx Xxxxx, #000, Xxx Xxxxx, XX
00000.
(the
“Investor”)
OF
THE FIRST PART
AND:
ORION RESOURCES, N.V., a
company incorporated under the laws of Suriname and having an address for
delivery at Xxxxxxxxxxxxx #00, Xxxxxxxxxx, Xxxxxxxx XX.
(the
“Company”)
OF
THE SECOND PART
WHEREAS:
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A.
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The
Parties entered into a Share Acquisition and Investment Agreement and a
subsequent amendment agreement;
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B.
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The
Investor has requested that the closing date be extended to February 1,
2010 and Orion has agreed to extend the closing date to February 1, 2010;
and
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NOW
THEREFORE in consideration of the mutual covenants and agreements herein
contained, and for other good and valuable consideration (the receipt and
sufficiency of which are acknowledged by each party), the parties agree with one
another as follows: Clause 1.1(f) is hereby amended to read as
follows:
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(a)
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“Closing Date” means
February 1, 2010 or such other date as agreed to by the parties to this
Agreement;
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2.
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NOTICES
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2.1
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Any
notices to be given by either party to the other will be sufficiently
given if delivered personally or if sent by registered mail, postage
prepaid, to the parties at their respective addresses shown on the first
page of this Agreement, or to any other addresses as the parties may
notify to the other from time to time in writing, or if transmitted by
facsimile to such facsimile number, as the parties may notify the other
of, from time to time. This notice will be deemed to have been given
at the time of delivery, if delivered in person or transmitted by
facsimile, or within five Business Days from the date of posting if
mailed.
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1
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3.
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GENERAL
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3.1
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This
Agreement will enure to the benefit of and will be binding on the parties
and their respective heirs, executors, administrators, successors, and
assigns.
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3.2
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Time
will be of the essence of this
Agreement.
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3.3
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The
terms and provisions contained in this Agreement constitute the entire
agreement between the parties and supersede all previous oral or written
communications regarding the purchase and sale of the
Share.
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3.4
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If
any provision of this Agreement is determined to be void or unenforceable
in whole or in part, that provision will be deemed not to affect or impair
the validity of any other provision of this Agreement and the void or
unenforceable provision will be severable from this
Agreement.
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3.5
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The
parties may sign this Agreement in counterparts and these parts will
together form one original agreement. Parties may sign and
deliver this Agreement by facsimile and facsimile signatures are legally
binding on all parties.
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3.6
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Each
party shall, from time to time, and at all times hereafter, at the request
of the other of them, but without further consideration, do, or cause to
be done, all such other acts and execute and deliver, or cause to be
executed and delivered, all such further agreements, transfers,
assurances, instruments or documents as shall be reasonably required in
order to fully perform and carry out the terms and intent
hereof.
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3.7
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This
Agreement and the rights and obligations and relations of the parties will
be governed by and construed in accordance with the laws of the State of
Nevada. The parties agree that the courts of Nevada will have
the exclusive jurisdiction to entertain any action or other legal
proceedings based on any provisions of this Agreement. Each
party attorns to the exclusive jurisdiction of the courts of
Nevada.
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IN
WITNESS WHEREOF the parties have signed this Agreement as of the date written on
the first page of this Agreement.
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XXXX
CREEK GOLD CORP.
/s/ Xxxx
Xxxxxxxxx
Authorized
Signatory
Xxxx
Xxxxxxxxx
Xxxx
Xxxxxxxxx, Director and President
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ORION
RESOURCES, N.V.
/s/ Xxx Xx Xxxx
Authorized
Signatory
Xxx Xx Xxxx
Xxx
Xx Xxxx, Managing Director
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2
