EXHIBIT 4.22
Amending Agreement, dated January 18, 2005, among
0724000 BC Ltd. ,
Marsa Gold Corp.,
Aitas Mining Company and
Bulkakshu Mining Company,
AMENDING AGREEMENT
THIS AMENDING AGREEMENT ("AGREEMENT") is entered into as of the 18th day of
January, 2005, by and between MARSA GOLD CORP. ("MARSA"), a Kyrgyz limited
liability company with an address of Kyrgyz Republic, Bishkek, microregion 11,
6-46, AITAS MINING COMPANY ("AITAS"), a Kazakhstan corporation with an address
in care of Bulakashu Mining Company, BULAKASHU MINING COMPANY LLC ("BMC"), a
Kyrgyz limited liability company with an address of Xxxxxx Xxxxxxxx, Xxxxxxx,
Xxxxxx Xxxxxxx 00, and MAGELLAN GOLD CORP. ("MAGELLAN"), a Nevada corporation
with an address of 000 Xxxxxxxxx Xxxxxx, Xxxxx 000, X.X. Xxx 00000, Xxxxxxxxx,
Xxxxxxx Xxxxxxxx Xxxxxx .
RECITALS:
A. Marsa, Aitas, BMC and Magellan are all of the parties to a Letter
Agreement dated September 24, 2004 (the "PURCHASE AGREEMENT") pertaining to the
purchase by Magellan of all of the issued and outstanding shares of BMC from
Marsa and Aitas, each as to a 50% interest.
B. Marsa, Aitas, BMC and Magellan are all of the parties to a Loan
Agreement dated September 24, 2004 (the "Loan Agreement") pursuant to which
Magellan advanced a `bridge' loan facility to BMC which is further evidenced by
a demand promissory note (the "NOTE") dated September 24, 2004 in the original
amount of U.S. $110,000, made by BMC in favour of Magellan.
C. Aitas and Marsa guaranteed repayment of the Note pursuant to a written
Guarantee (the "GUARANTEE") dated September 24, 2004 and secured their
respective obligations under the Guarantee pursuant to Share Pledge Agreements
(the "AITAS PLEDGE" and the "MARSA PLEDGE", respectively) dated September 24,
2004, pursuant to which Aitas and Marsa pledged to Magellan all of their
respective shareholding in BMC.
D. Aitas has recently withdrawn from its membership interest in BMC and
desires to be released from its obligations under the Purchase Agreement, the
Loan Agreement, the Guarantee and the Aitas Pledge.
NOW THEREFORE, for and in consideration of the premises, and for other good and
valuable consideration the receipt and sufficiency of which is hereby
acknowledged, the parties hereto do hereby agree as follows:
1. RECITALS.
The Recitals set forth above are acknowledged by all of the parties hereto to be
true and correct and are incorporated into this Agreement by this reference.
2. DEFINED TERMS.
Any capitalized terms used in this Agreement that are not defined in this
Agreement shall have the meaning attributed in the Purchase Agreement, the Loan
Agreement, the Guarantee or the Pledge, as the context may require.
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3. PURCHASE AGREEMENT.
The Purchase Agreement is hereby modified as follows:
(a) Hereafter, any reference in the Purchase Agreement to the term
"BMC Shares" shall be deemed to be a reference to the
membership interest in BMC.
(b) Notwithstanding anything in the Purchase Agreement to the
contrary, Aitas shall not be entitled to receive any of the
Purchase Shares or any part of the cash portion of the
Purchase Price.
(c) Aitas, Marsa and BMC hereby represent and warrant to Magellan
that:
(i) Aitas has withdrawn from BMC;
(ii) any membership or other interest that Aitas held in
BMC has been cancelled;
(iii) Marsa is now the sole member of BMC.
(d) Aitas is hereby released from any obligation under the
Purchase Agreement.
(e) Aitas hereby assigns and sets over to Marsa any right, title
or interest in the Purchase Agreement that Aitas may
heretofore have held.
(f) Marsa hereby assumes all of the obligations in the Purchase
Agreement that were previously imposed on Aitas.
(g) Hereafter, any reference in the Purchase Agreement to the
"Vendors" shall be deemed to be a reference only to Marsa
(h) Any reference in Section 6 or 7 to the "Closing" or the
"Closing Date" shall be deemed to refer to the date upon which
Magellan has succeeded to a 100% membership interest in BMC
or, but only as to any such reference in Section 7, such
earlier date upon which the Loan is repaid.
4. LOAN AGREEMENT.
(a) Aitas is hereby released from any obligation under the Loan
Agreement.
(b) Aitas hereby assigns and sets over to Marsa any right, title
or interest in the Loan Agreement that Aitas may heretofore
have held.
(c) Marsa hereby assumes all of the obligations in the Loan
Agreement that were previously imposed on Aitas.
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(d) Hereafter, any reference in the Loan Agreement to the
"Vendors" shall be deemed to be a reference only to Marsa
5. GUARANTEE.
(a) Aitas is hereby released from all obligation under the
Guarantee.
(b) Marsa hereby assumes any and all liability under the
Guarantee.
6. PLEDGE AGREEMENTS.
(a) The Aitas Pledge is hereby cancelled.
(b) The Marsa Pledge is hereby modified to reflect that the
Securities Pledge as described in Section 1 is of 100% of the
membership interest in BMC.
7. COUNTERPARTS.
(a) This Amending Agreement may be executed in several
counterparts, each of which will be deemed to be an original
and all of which will together constitute one and the same
instrument.
8. ELECTRONIC MEANS.
(a) Delivery of an executed copy of this Amending Agreement by
electronic facsimile transmission or other means of electronic
communication capable of producing a printed copy will be
deemed to be execution and delivery of this Agreement as of
the date set forth on page one of this Agreement.
9. ENTIRE AGREEMENT.
(a) There are no representations, warranties, collateral
agreements, or conditions between the parties hereto except as
specified in the Purchase Agreement, the Loan Agreement, the
Guarantee, the Aitas Pledge, the Marsa Pledge or this Amending
Agreement.
10. FURTHER ASSURANCES.
(a) The parties will execute and deliver all such further
documents, do or cause to be done all such further acts and
things, and give all such further assurances as may be
necessary to give full effect to the provisions and intent of
this Amending Agreement.
11. PROPER LAW.
(a) This Agreement will be governed by and construed in accordance
with the law of British Columbia.
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12. TIME OF THE ESSENCE.
Time is of the essence of this Agreement.
IN WITNESS WHEREOF, the parties hereto have set their respective hands as of the
day and year first above written.
MAGELLAN GOLD CORP.
Per: /s/ Xxxxxxx Xxxxxxxx
----------------------------
Authorized Signatory
Accepted and agreed to this 18 day of January, 2005.
BULAKASHU MINING COMPANY LLC
Per: /s/ Xxxx Xxx
----------------------------
Authorized Signatory
Accepted and agreed to this 18 day of January, 2005.
AITAS MINING COMPANY
Per: /s/ Nurlan Dildabekov
----------------------------
Authorized Signatory
Accepted and agreed to this 18 day of January, 2005.
MARSA GOLD
Per: /s/ Xxxxxxx Vedeshkin-Ryabov
----------------------------
Authorized Signatory
Accepted and agreed to this 18 day of January, 2005.
