Exhibit 10
MINERAL RIGHTS REVENUE SHARING AGREEMENT
This agreement dated April 24, 2006.
BETWEEN:
,an individual under the laws of Mexico and having an office at;
Xxxxx Xxxxxxx Xxxxxxx ("Xx. Xxxxxxx")
000 Xxxxx Xxxxxxxx
Xxxxxxxx, XX Mexico
AND:
, a corporation, duly incorporated under the laws of Nevada and having an office
at;
Placer Del Mar, Ltd. ("Placer")
0000 Xxxxx Xxx. # 000
Xxx Xxxxx, XX 00000
W H E R E A S :
1.
1.1 Xx. Xxxxxxx is the registered and beneficial owner of property located at
000 Xxxxx Xxxxxxxx, Xxxxxxxx, XX Mexico (the "PROPERTY");
1.2 Xx. Xxxxxxx has agreed to grant to Placer the right to free access and
exploration of the Property together with the right to file a mining claim on
the Property upon terms and conditions hereinafter set forth;
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual
covenants and provisos herein contained, THE PARTIES HERETO AGREE AS FOLLOWS:
2. XX. XXXXXXX'X REPRESENTATIONS
2.1 Xx. Xxxxxxx represents and warrants to Placer that:
(a) Xx. Xxxxxxx is the registered and beneficial owner of the Property and
holds the sole right to explore and develop the Property;
(b) Xx. Xxxxxxx, as registered and beneficial owner of the Property, holds all
title and unimpeded Property access rights free and clear of all liens,
charges and claims of others;
(c) There are no adverse claims or challenges against or to Xx. Xxxxxxx'x
ownership of or title to the Property nor to the knowledge of the Xx.
Xxxxxxx is there any basis therefore, and there are no outstanding
agreements or options to acquire or purchase the Property or any portion
thereof;
(e) Xx. Xxxxxxx has the full right, authority and capacity to enter into this
Agreement without first obtaining the consent of any other person or legal
entity and the consummation of the transaction herein contemplated will not
conflict with or result in any breach of any covenants or agreements
contained in, or constitute a default under, or result in the creation of
any encumbrance under the provisions of any shareholders' or directors'
resolution, indenture, agreement or other instrument whatsoever to which
Xx. Xxxxxxx is a party or by which it is bound or to which it is subject;
and
(f) No proceedings are pending for, and Xx. Xxxxxxx is unaware of any basis
for, the institution of any proceedings which could lead to the placing of
Xx. Xxxxxxx in bankruptcy, or in any position similar to bankruptcy.
2.2 The representations and warranties of Xx. Xxxxxxx set out in paragraph 2.1
above form a part of this Agreement and are conditions upon which Placer has
relied in entering into this Agreement and shall survive the acquisition of any
interest in the Property by Placer.
2.3 Xx. Xxxxxxx will indemnify and save Placer harmless from all loss, damage,
costs, actions and suits arising out of or in connection with any breach of any
representation, warranty, covenant, agreement or condition made by it and
contained in this Agreement.
2.4 Xx. Xxxxxxx acknowledges and agrees that Placer has entered into this
Agreement relying on the warranties and representations and other terms and
conditions of this Agreement and that no information which is now known or which
may hereafter become known to Placer shall limit or extinguish the right to
indemnity hereunder, and, in addition to any other remedies it may pursue,
Placer may deduct the amount of any such loss or damage from any amounts payable
by it to Xx. Xxxxxxx hereunder.
3. PLACER'S REPRESENTATIONS
3.1 Placer warrants and represents to Xx. Xxxxxxx that it is a corporation, duly
incorporated under the laws of Nevada with full power and absolute capacity to
enter into this Agreement and that the terms of this Agreement have been
authorized by all necessary corporate acts and deeds in order to give effect to
the terms hereof.
3.2 Placer has properly filed a Mining Claim on April 24, 2006, duly and validly
located and recorded in a good and miner-like manner pursuant to the laws of
Mexico and said Mining Claim is effective and in good standing in Mexico as of
the Effective Date of this Agreement.
4. GRANT OF MINERAL EXPLORATION AND MINING RIGHTS
Xx. Xxxxxxx hereby gives and grants to Placer the sole and exclusive right to
establish mineral claims on the Property , subject to a 1% Net Smelter Returns
royalty reserved in favor of Xx. Xxxxxxx, by performing the acts and deeds and
paying the sums provided for in paragraph 5.
5. CONSIDERATION FOR THE GRANT OF MINERAL EXPLORATION AND MINING RIGHTS
5.1 In order to keep the Grant of Mineral Exploration and Mining Rights granted
to Placer in good standing and in force and effect, Placer shall be obligated
to:
(a) CASH PAYMENTS
Payment of $2,000 to Xx. Xxxxxxx, acknowledged as received by Xx.
Xxxxxxx on June 3, 2005.
(b) PROPERTY PAYMENTS AND ASSESSMENT WORK
Pay, or cause to be paid, to Xx. Xxxxxxx, or on Xx. Xxxxxxx'x behalf
as Placer may determine, a 1% Net Smelter Returns royalty reserved in
favor of Xx. Xxxxxxx for all minerals extracted by Placer from the
Property per Paragraph 11 of this agreement.
7. RIGHT TO ABANDON PROPERTY INTERESTS
Placer, at its sole discretion, may abandon all interests and cease mineral
exploration and mining work in the interests of the Property at any time through
written notice to Xx. Xxxxxxx. Upon receipt of such notice, Xx. Xxxxxxx may
request that Placer transfer title to such interests to Xx. Xxxxxxx, and Placer
hereby agrees to do so, and upon expiry of the 30 days, or upon the earlier
transfer thereof, such interests shall cease to be part of the Property.
8. TERMINATION OF AGREEMENT
8.1 This Agreement shall terminate upon 30 calendar days' written notice
provided by Xx. Xxxxxxx to Placer if Placer fails to make the required payments
per Paragraph 5 of this Agreement.
8.2 If Placer shall be in default of any requirement set forth in paragraph 5.1
herein, Xx. Xxxxxxx shall give written notice to Placer specifying the default
and Placer shall not lose any rights granted under this Agreement, unless within
30 days after the giving of notice of default by Xx. Xxxxxxx, Placer has failed
to take reasonable steps to cure the default by the appropriate performance.
8.3 This Agreement shall terminate upon 30 calendar days' written notice
provided by Placer to Xx. Xxxxxxx, without cause. Such written notice shall
subject Placer to complete abandonment of the Property, and require Placer
within 90 days of said written notice to return the Property to its original
state and physical condition as of the date of this Agreement.
10. RIGHT OF ENTRY
For so long as this Agreement continues in full force and effect, Placer, its
employees, agents and independent contractors shall have the sole and exclusive
right and option to:
(a) enter upon the Property;
(b) have exclusive and quiet possession of the Property;
(c) incur Expenditures;
(d) bring upon and erect upon the Property such mining facilities as Placer may
consider advisable and operate the property as a mine; and
(e) remove from the Property and sell or otherwise dispose of mineral products.
11. NET SMELTER RETURNS ROYALTY
11.1 On the date Placer commences commercial production on the Property, Xx.
Xxxxxxx shall be entitled to receive and Placer shall pay to Xx. Xxxxxxx 1% of
Net Smelter Returns annually.
12. THIS AGREEMENT IS THE SOLE AGREEMENT BETWEEN THE PARTIES AND REPLACES ANY
AND ALL PREVIOUS AGREEMENTS BETWEEN THE PARTIES.
12.1 By signing this Agreement, any and all previous oral and written agreements
between the parties shall be deemed to be null and void as of the date of this
Agreement.
SIGNED, SEALED, AND DELIVERED by
Xx. Xxxxxxx in the presence of:
Signature /s/ Xxxxx Xxxxxxx Xxxxxxx 4/24/06
------------------------- -------
(Xxxxx Xxxxxxx Xxxxxxx) Date
000 Xxxxx Xxxxxxxx # 000
XX, Xxxxxx
SIGNED, SEALED, AND DELIVERED by Placer in the presence of:
Signature /s/ Xxxxxxxx Xxxxx 4/24/06
------------------------- -------
(Xxxxxxxx Xxxxx) Date
Placer Del Mar, Ltd.
0000 Xxxxx Xxx. # 000
Xxx Xxxxx, XX 00000-0000
