Amendment No. 1
Amendment No. 1
1
ADDENDUM TO MINING OPTION AGREEMENT (Algarrobo Property)
THIS ADDENDUM made as of July 27, 2012 (the "Addendum")
BY AND BETWEEN
XXXXXX XXXXXXXXXXX, an individual with an address of Xxxxxx Xxxxxx 000, Xxxx 0 Xxxxxxx, Xxxxx.
XXXX XXXXXX XXXXXX XXXXX, an individual with an address of Xxxxxx Xxxxxx 000, Xxxx 0 Xxxxxxx, Xxxxx.
SLM ROBLE 5 UNO XX XXXXXX ALGARROBO; SLM ROBLE SA UNO XX XXXXXX ALGARROBO; SLM ROBLE 5B UNO XX XXXXXX ALGARROBO; SLM ROBLE 5C UNO XX XXXXXX ALGARROBO; SLM ROBLE 2 UNO XX XXXXXX ALGARROBO; SLM ROBLE 2A UNO XX XXXXXX ALGARROBO; SLM ROBLE 2B UNO XX XXXXXX ALGARROBO; SLM ROBLE 3 UNO XX XXXXXX ALGARROBO; SLM ROBLE 4 UNO XX XXXXXX ALGARROBO; SLM ROBLE 4A UNO XX XXXXXX ALGARROBO; and SLM ROBLE 4B UNO XX XXXXXX ALGARROBO each of the above a Sociedad Legal Minera duly incorporated and existing under the laws of Chile and represened herein by Xxxxxx Xxxxxxxxxxx and Xxxx Xxxxxx Xxxxxx Xxxxx and each having their address at Xxxxxx Xxxxxx 000, Xxxx 0 Xxxxxx0, Xxxxx. (the "SLMs")
And
MID AMERICAS CORP. a company incorporated pursuant to the laws of Belieze and having its address as Cor 00 Xxxxxx Xxxxxx and Calle Al Mar, Belize City, Belize.
(the "Optionee")
BACKGROUND
|
|
A On April 23rd, 2012, the Optionee on the one hand, and Xxxxxx Xxxxxxxxxxx and Xxxx Xxxxxx Xxxxxx Xxxxx on the other hand as optionors, executed an option agreement (the "Option Agreement") in relation to certain concessions identified at Schedule A of said Option Agreement.
|
|
|
B. Due to the fact that certain of the concessions noted in Schedule A of the Option Agreement were in fact owned by and registered in the name of SLMs noted above and were not directly owned by and registered under the names of Xxxxxx
|
2
Xxxxxxxxxxx and/or Xxxx Xxxxxx Xxxxxx Xxxxx as originally noted in the Option Agreement, and in order to add certain additional clarifications to the Option Agreement, the parties hereto have executed the present amendment in order to make the corresponding clarifications.
|
|
C. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Agreement.
|
Therefore, in consideration of the mutual covenants and conditions contained herein and intending to be legally bound hereby, the parties hereto agree as follows:
1. Amendment of Definition of Optionor.
The Parties hereby expressly replace the definition of Optionor established on page 1 of the Option Agreement with the following: Optionor shall mean under the Option Agreement, Xxxxxx Xxxxxxxxxxx and each of the SLMs
2. Amendment of Section 2.1 Representations and Warranties and Covenants of the Optionors
The following shall be added to Section 2.1 as Section 2.1 (h)
|
|
"Each of the SLMs are duly incorporated and in good standing under the laws of Chile. Xxxxxx Xxxxxxxxxxx and Xxxx Xxxxxx Xxxxxx Xxxxx are the sole shareholders of the SLMs. and have the good and sufficient authority to represent and act on behalf of the SLMs. "
|
3. Amendment of Section 3.2 Consideration
The following shall be added as the final sentence of section 3.2.
"Each of the payments noted at points (i) to (vii) ofthis Section 3.2, shall be made by the Optionee to the Optionor as follows. 33.3 % of said consideration shall be paid to Xxxxxx Xxxxxxxxxxx and the remaining 66.6% shall be divided into 11 equal sums to be paid to each of the SLMs"
4. Amendment of Section 3.4 Maintenance of Option
The following shall be added as letter (c) of section 3.4.
"All sums paid to the Optionors under subsections (i) to (vi) of Section 3.2 of this Agreement shall be understood to be Expenditures under section 3.4 of this Agreement and therefore shall be expressly considered as part of the Expenditures which the Optionee mustincur pursuant to said Section in order to maintain in force and exercise, the Option."
3
5. Validity ofthe Option Agreement
The Option Agreement will be deemed amended to the extent herein provided, and, except as specifically amended hereby, will continue in full force and effect in accordance with its original terms. Both parties agree that this Amendment shall constitute an integral, nonseverable part of the Option Agreement and be governed by its provisions including its dispute resolution provisions, except that if the Agreement and this Amendment have specific provisions that are inconsistent, the specific provisions contained in this Amendment shall govern.
The Parties intending to be bound have entered into this Amendment on the date set out on the fist page.
MID AMERICAS CORP.
/s/ Xxxx X. Xxxxx
(Authorized Signatory)
/s/ Xxxxxx Xxxxxxxxxxx
|
|
GUNTERSTROMBERGER
|
WITNESSED BY: Name:
|
/s/ Xxxx Xxxxxx Xxxxxx Xxxxx
|
|
XXXX XXXXXX XXXXXX XXXXX
|
WITNESSED BY: Name:
|
SLM ROBLE 5 UNO XX XXXXXX ALGARROBO;
By: /s/ Xxxxxx Xxxxxxxxxxx
Xxxxxx Xxxxxxxxxxx
By: /s/ Xxxx Xxxxxx Xxxxxx Xxxxx
Xxxx Xxxxxx Xxxxxx Xxxxx
Witnessed By:
Name:
SLM ROBLE SA UNO XX XXXXXX ALGARROBO;
By: /s/ Xxxxxx Xxxxxxxxxxx
Xxxxxx Xxxxxxxxxxx
By: /s/ Xxxx Xxxxxx Xxxxxx Xxxxx
Xxxx Xxxxxx Xxxxxx Xxxxx
Witnessed By:
Name:
SLM ROBLE SB UNO XX XXXXXX ALGARROBO;
By: /s/ Xxxxxx Xxxxxxxxxxx
Xxxxxx Xxxxxxxxxxx
By: /s/ Xxxx Xxxxxx Xxxxxx Xxxxx
Xxxx Xxxxxx Xxxxxx Xxxxx
Witnessed By:
Name:
0
XXX XXXXX 0X XXX XX XXXXXX XXXXXXXXX; SLM ROBLE 2 UNO XX XXXXXX ALGARROBO;
SLM ROBLE 2A UNO XX XXXXXX ALGARROBO;
By: /s/ Xxxxxx Xxxxxxxxxxx
Xxxxxx Xxxxxxxxxxx
By: /s/ Xxxx Xxxxxx Xxxxxx Xxxxx
Xxxx Xxxxxx Xxxxxx Xxxxx
Witnessed By:
Name:
SLM ROBLE 2B UNO XX XXXXXX ALGARROBO;
By: /s/ Xxxxxx Xxxxxxxxxxx
Xxxxxx Xxxxxxxxxxx
By: /s/ Xxxx Xxxxxx Xxxxxx Xxxxx
Xxxx Xxxxxx Xxxxxx Xxxxx
Witnessed By:
Name:
SLM ROBLE 3 UNO XX XXXXXX ALGARROBO;
By: /s/ Xxxxxx Xxxxxxxxxxx
Xxxxxx Xxxxxxxxxxx
By: /s/ Xxxx Xxxxxx Xxxxxx Xxxxx
Xxxx Xxxxxx Xxxxxx Xxxxx
Witnessed By:
Name:
SLM ROBLE 4 UNO XX XXXXXX ALGARROBO;
By: /s/ Xxxxxx Xxxxxxxxxxx
Xxxxxx Xxxxxxxxxxx
By: /s/ Xxxx Xxxxxx Xxxxxx Xxxxx
Xxxx Xxxxxx Xxxxxx Xxxxx
Witnessed By:
Name:
0
XXX XXXXX 0X XXX XX XXXXXX XXXXXXXXX;
By: /s/ Xxxxxx Xxxxxxxxxxx
Xxxxxx Xxxxxxxxxxx
By: /s/ Xxxx Xxxxxx Xxxxxx Xxxxx
Xxxx Xxxxxx Xxxxxx Xxxxx
Witnessed By:
Name:
SLM ROBLE 4B UNO XX XXXXXX ALGARROBO
By: /s/ Xxxxxx Xxxxxxxxxxx
Xxxxxx Xxxxxxxxxxx
By: /s/ Xxxx Xxxxxx Xxxxxx Xxxxx
Xxxx Xxxxxx Xxxxxx Xxxxx
Witnessed By:
Name:
6
