ASSIGNMENT AGREEMENT
THIS
ASSIGNMENT AGREEMENT
is made
effective as of April 7, 2006 (the "Effective
Date"),
by
and between INVESTCOL
LIMITED.,
a
corporation organized and existing under the laws of Belize, and whose address
is located at Xxxx Xxxxxx #0, Xxxx xx Xxxxxx, Xxxxxx ("ASSIGNOR");
COLOMBIA
GOLDFIELDS LTD.,
a
corporation organized and existing under the laws of Nevada having an address
located at 000 Xxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX ("ASSIGNEE"); and
CIA SERVICIOS
Y LOGISTICOS LTDA.,
a
corporation organized and existing under the laws of Colombia having an address
located at Xxxxxxx 00, Xx. 0X-00, Xxxxxxxx, Xxxxxxxx (the "OWNER").
ASSIGNOR, ASSIGNEE and OWNER are referred to collectively herein as the
"Parties".
WITNESSETH:
WHEREAS,
on or
about June 25, 2006 the OWNER entered into an agreement with ASSIGNOR,
denominated "Contract for Purchase of Options of Mining Concessions" (the
"Original Option Purchase") under which OWNER transferred to ASSIGNOR certain
rights including, among others, (i) an option to commence mining prospecting
on
certain option property for a three (3) year period commencing upon execution
of
the Original Option Contract and expiring no later than on the third anniversary
thereof; (ii) the right to execute a written purchase option transferring
ownership of certain option property on or within 60 days of the three year
termination date; and (iii) the right to transfer the Original Option Contract
to a third party at any time;
WHEREAS,
as
more
fully specified in the Original Option Contract, ASSIGNOR agreed to pay OWNER
the sum of $10,000 in United States dollars for the purchase option, and to
pay
$2,990,000 in United States dollars for exploration work to be performed on
the
terms and subject to the conditions described in the Original Option Contract
(the "Exploration Fee"); and
WHEREAS,
on or
about August 31, 2005 the ASSIGNOR entered into an agreement with ASSIGNEE,
denominated "Assignment Agreement" (the "Original Assignment Agreement") under
which ASSIGNOR transferred to ASSIGNEE its rights, interests and obligations
under the Original Option Contract, and delegated to ASSIGNEE its duties and
obligations under the Original Option Contract, subject to terms contained
in
the Original Assignment Agreement;
WHEREAS,
OWNER
also owns (i) certain mining and mineral applications (the "Applications")
set
forth on Schedule A with respect to such property (the "Application Property")
and (ii) certain options to commence mining prospecting on the property set
forth on Schedule B (the "Option Property"); and
WHEREAS,
on
or
about March 23, 2006 the OWNER entered into an agreement with ASSIGNOR,
denominated "Contract for Purchase of Options Titles and Applications for Mining
Concession Contracts" (the "Application and Option Contract"), under which
OWNER
transferred to ASSIGNOR certain rights including, among others, (i) rights
and
interests under the Applications; (ii) an option to commence mining prospecting
on the Option Property
for
a
three (3) year period commencing upon execution of the Application and Option
Contract and expiring no later than on the third anniversary thereof (the
"Termination Date"); (iii) the right to execute a written purchase option
transferring ownership of the Option Property (the "Purchase Option") on
or within 60 days of the Termination Date; (iv) the right to transfer the
Application and Option Contract to a third party at any time;
and
WHEREAS,
as
more
fully specified in the Application and Option Contract, ASSIGNOR agreed to
pay
OWNER the sum of $10,000 in United States dollars for the Purchase Option,
and
the Exploration Fee under the Original Option Contract shall remain unchanged.
WHEREAS,
ASSIGNOR
desires to sell, assign and transfer to ASSIGNEE, its rights, interests and
obligations under the Application and Option Contract (including its remaining
monetary obligations to OWNER thereunder), and to delegate to Assignee its
duties and obligations under the Application and Option Contract, subject to
the
terms contained in this Assignment Agreement.
NOW,
THEREFORE, in
consideration of the premises and other valuable consideration paid by ASSIGNEE
to ASSIGNOR, the receipt and sufficiency of which is hereby acknowledged, the
parties agree as follows:
1. Incorporation
of Agreements By Reference
.
The
recitals to this Agreement are true and correct and are hereby incorporated
by
reference into and made a part of this Agreement.
2. Definitions
/Interpretation.
2.1 Definitions
.
In this
Assignment Agreement, the following terms have the meanings specified or
referred to in this Section 2 and shall be equally applicable to both the
singular and plural forms.
"Ancillary
Agreements"
means
all agreements, instruments and documents to be executed and delivered by
ASSIGNOR, OWNER and/or ASSIGNEE under this Assignment Agreement or in connection
herewith, and shall also include the Application and Option
Contract.
"Encumbrance"
means
any lien (statutory or other), claim, charge, security interest, mortgage,
deed
of trust, pledge, hypothecation, assignment, conditional sale, security
agreement or preferential arrangement of any kind or nature, and any easement,
encroachment, covenant, restriction, right of way, defect in title or other
encumbrance of any kind.
"Governmental
Body"
means
any branch, division or agency of a local, state, federal or international
governmental authority that maintains the right to create or regulate laws
pertaining to the subject matter of this Assignment Agreement and the ownership
of the Option Property and Application Property.
"Legal
Requirement"
means
any federal, state, local, municipal, foreign or international, multinational
or
other law, statute, constitution, principle of common law, resolution,
ordinance, code, edict, decree, rule, regulation, court order, ruling or
requirement
2
issued,
enacted, adopted, promulgated implemented or otherwise put into effect by or
under the authority of any Governmental Body.
"Letter
of Intent"
means
that certain non-binding letter of intent, dated as of February 16, 2006, by
and
between the ASSIGNOR and ASSIGNEE.
"Material
Adverse Effect" or "Material Adverse Change"
means
any condition, circumstance, change or effect (or any development that, insofar
as can be reasonably foreseen, would result in any condition, circumstance,
change or effect) that is materially adverse to the assets, business,
liabilities, profits, results of operations, prospects or condition (financial
or otherwise) of the ASSIGNOR, OWNER, or Application Property or Option
Property.
"Materials
of Environmental Concern"
means
chemicals, pollutants, contaminants, wastes, toxic substances, petroleum and
petroleum products and any other substance that is now or hereafter regulated
by
any applicable Environmental Law or that is otherwise a danger to health,
reproduction or the environment
"Person"
means
any individual, corporation, partnership, joint venture, limited liability
company, association, joint-stock company, trust, unincorporated organization
or
Governmental Body.
2.2 Interpretation
.
As
used
in this Assignment Agreement, the word "including" means without limitation,
the
word "or" is not exclusive and the words "herein", "hereof", "hereby", "hereto"
and "hereunder" refer to this Agreement as a whole. Unless the context otherwise
requires, references herein: (i) to Articles, Sections, Exhibits and Schedules
mean the Articles and Sections of and the Exhibits and Schedules attached to
this Assignment Agreement; (ii) to an agreement, instrument or other document
means such agreement, instrument or other document as amended, supplemented
and
modified from time to time to the extent permitted by the provisions thereof
and
by this Assignment Agreement; and (iii) to a statute means such statute as
amended from time to time and includes any successor legislation thereto. The
Schedules and Exhibits referred to herein shall be construed with and as an
integral part of this Assignment Agreement to the same extent as if they were
set forth verbatim herein. Titles to Articles and headings of Sections are
inserted for convenience of reference only and shall not be deemed a part of
or
to affect meaning or interpretation of this Assignment Agreement.
3. Assignment.
ASSIGNOR
hereby unconditionally sells, assigns, transfers, conveys, sets over and
delivers to ASSIGNEE, its successors and assigns forever, all of ASSIGNOR'S
right, title and interest in and to Application and Option Contract of any
kind
or nature whatsoever without recourse (collectively, the “Assigned Interests”).
OWNER hereby consents to this assignment.
4. Delegation
of Duties. ASSIGNOR
hereby delegates to ASSIGNEE, and ASSIGNEE hereby assumes all of ASSIGNOR'S
responsibilities, duties and obligations to OWNER under the Application and
Option Contract including, among other things, ASSIGNOR'S payment obligations
to
OWNER.
5. Consideration.
In
consideration for the assignment by ASSIGNOR hereunder, ASSIGNEE (i) shall
issue
to
ASSIGNOR on the Closing Date as hereinafter defined, one million shares of
its
common stock, restricted as to transfer in accordance with applicable securities
laws
3
but
subject to pro-rata "piggy-back" registration rights in the event the ASSIGNEE
registers shares of common stock for any of its stockholders, and (ii) shall
pay
to ASSIGNOR the sum of $350,000 (collectively referred to herein as the
"Purchase Price") of which $100,000 was previously paid by ASSIGNEE upon
execution of the Letter of Intent.
ASSIGNOR
covenants and agrees to contemporaneously pay $150,000 to OWNER in connection
with certain obligations arising under the Application and Option Contract
and
to submit proof of payment to ASSIGNEE.
6. Closing
Date.
The
Closing of the transaction subject of this Assignment Agreement shall take
place
on or before April 12, 2006,
after
the conditions set forth in this Assignment Agreement have been satisfied,
and
shall take place at the offices of Akerman Senterfitt, Xxx Xxxxxxxxx Xxxxx
Xxxxxx, 00xx
Xxxxx,
Xxxxx, XX 00000, or at such other
place or at such other time as shall be agreed upon by ASSIGNOR and ASSIGNEE.
The time and date on which the Closing is actually held are sometimes referred
to herein as the "Closing Date."
6.1 Purchase
Price.
Subject
to fulfillment or waiver of the conditions set forth in Section 6.2 at the
Closing, ASSIGNEE shall deliver the Purchase Price.
6.2 Conditions
to ASSIGNEE'S Obligations.
The
obligations of ASSIGNEE
to
effect the transactions subject of this Assignment Agreement shall, at the
option of ASSIGNEE, be subject to the satisfaction, on or prior to the Closing
Date, of the following conditions:
6.2.1 There
shall have been no material breach by the OWNER or ASSIGNOR in the performance
of any of its or their respective covenants and agreements herein; each of
the
representations and warranties of the OWNER or ASSIGNOR contained or referred
to
herein (or in the Application and Option Contract) shall be true and correct
on
the Closing Date as though made on the Closing Date, except for changes therein
specifically permitted by this Agreement or resulting from any transaction
expressly consented to in writing by ASSIGNEE; and there shall have been
delivered to ASSIGNEE a certificate to such effect, dated the Closing Date,
signed on behalf of the ASSIGNOR and OWNER by its or their President or any
Vice
President;
6.2.2 Between
the date hereof and the Closing Date, there shall have been (i) no Material
Adverse Change (as defined herein) in the assets, business, operations,
liabilities, profits, prospects or condition (financial or otherwise) of
ASSIGNOR; (ii) no material adverse Legal Requirement, legislative or regulatory
change affecting ASSIGNOR, OWNER, the Application Property or the Option
Property; (iii) no change in the title to the Application Property or the Option
Property, or terms and conditions of the Application and Option Contract; and
there shall have been delivered to ASSIGNEE a certificate to such effect, dated
the Closing Date and signed on behalf of ASSIGNOR or OWNER by their respective
Presidents or any Vice President;
6.2.3 ASSIGNEE
shall have received from ASSIGNOR or OWNER, with respect to the Application
Property and the Option Property, satisfactory evidence of ownership, including
title opinions, and absence of Encumbrances;
4
6.2.4 All
actions to be taken by ASSIGNOR and the OWNER in connection with the
consummation of the transactions contemplated hereby and all certificates,
opinions, instruments, and other documents required to effect the transactions
contemplated hereby shall be satisfactory in form and substance to ASSIGNEE
and
this Assignment Agreement shall be filed with the Registry of Mines in Colombia
immediately after closing.
6.2.5 ASSIGNEE
shall have received a legal opinion as to certain matters set forth in Section
7.1 in form and substance reasonably satisfactory to ASSIGNEE.
6.2.6 ASSIGNEE
may waive any condition specified in this Section
6.2
if it
executes a writing so stating at or prior to the Closing.
6.3 Conditions
to ASSIGNOR’S Obligations.
The
obligations of ASSIGNOR to effect the transactions subject to this Assignment
Agreement shall, at the option of ASSIGNOR, be subject to the satisfaction,
on
or prior to the Closing Date, of the following conditions:
6.3.1 Payment
to ASSIGNOR of the Purchase Price.
7. Representations,
Warranties and Covenants. As
an
inducement to entering into this Assignment Agreement and towards consummating
the transactions contemplated hereby, each of ASSIGNOR and the OWNER, jointly
and severally, represent, warrant and covenant to ASSIGNEE as
follows:
7.1 ASSIGNOR
and OWNER.
7.1.1 Organization
and Authority.
Each of
ASSIGNOR and OWNER has the legal capacity to execute, deliver and perform its
obligations under this Agreement and the Ancillary Agreements (as hereinafter
defined). The execution, delivery and performance of this Assignment Agreement
and the Ancillary Agreements have been duly authorized. This Assignment
Agreement and the Ancillary Agreements have been duly and validly executed
and
delivered by each of ASSIGNOR and OWNER and, assuming the valid execution and
delivery thereof by ASSIGNEE, this Assignment Agreement and the Ancillary
Agreements constitute the legal, valid and binding obligations of each ASSIGNOR
and OWNER, enforceable against ASSIGNOR and OWNER in accordance with their
terms. ASSIGNOR and OWNER need not give any notice to, make any filing with,
or
obtain any authorization, consent, or approval of any Governmental Body or
third
party in order to consummate the transactions contemplated by this Assignment
Agreement or any Ancillary Agreement.
7.1.2 Good
Standing.
The
ASSIGNOR is a corporation duly organized, validly existing and in good standing
under the laws of the State of Belize, while the OWNER is a corporation
organized, validly existing and in good standing under the laws of
Colombia.
7.1.3 No
Violation.
Neither
the execution and delivery of this Assignment Agreement or any of the Ancillary
Agreements, or the consummation of any of the transactions contemplated hereby
or thereby, nor compliance with or fulfillment of the terms, conditions and
provisions hereof or thereof will, directly or indirectly violate any Legal
5
Requirement
affecting the Application Property or the Option Property, or the rights of
ASSIGNEE subject to the Application and Option Contract.
7.1.4 Title
to Properties;
Encumbrances.
OWNER
owns the
Option Property, and its ownership interests are in full force. OWNER has the
right to explore and develop the Option Property set forth on Schedule
7.1.4.
There
are no other agreements or other documents governing or affecting the ownership
of the Option Property. There
are
no Encumbrances affecting the Option Property. OWNER shall maintain absolute
and
complete ownership to the Option Property until the Termination Date and shall
keep the Option Property free from any and all Encumbrances through the
Termination Date. ASSIGNOR owns the Applications, and its ownership interests
are in full force. There are no Encumbrances affecting the Application Property.
ASSIGNOR has the right and authority to transfer and assign the Application
and
Option Contract to ASSIGNEE.
7.1.5 Governmental
Authorizations.
The
OWNER owns, holds or possesses all licenses, franchises, permits, privileges,
immunities, approvals and other authorizations from a Governmental Body which
are necessary to entitle it to own and use the Option Property as contemplated
herein (herein collectively called "Governmental
Authorizations"),
except for such incidental licenses, permits and other authorizations which
would be readily obtainable by any qualified applicant without undue burden
in
the event of any lapse, termination, cancellation or forfeiture thereof.
Complete and correct copies of all of the Governmental Authorizations will
be
delivered to ASSIGNEE prior to Closing.
Furthermore, the OWNER has fulfilled and performed its obligations under each
of
the Governmental Authorizations, all of the Governmental Authorizations are
valid and in full force and effect, and no event has occurred or condition
or
state of facts exists which constitutes or, after notice or lapse of time or
both, would constitute a breach or default under any such Governmental
Authorization or which permits or, after notice or lapse of time or both, would
permit revocation, withdrawal, suspension,
cancellation, or termination of, or any modification to, any
such
Governmental Authorization, or which might adversely affect the rights of the
ASSIGNEE with respect to the Option Property under any such Governmental
Authorization. Such Governmental Authorizations are either assignable to or
obtainable by the ASSIGNEE. OWNER will maintain such Governmental Authorizations
in full force and effect until the Termination Date.
7.1.6 Environmental
Matters.
OWNER
is
in compliance in all material respects with all applicable Environmental Laws
(as hereinafter defined), which includes the possession by OWNER of all permits
and other Governmental Authorizations required under applicable Environmental
Laws, and compliance with the terms and conditions thereof. OWNER has not
received, at any time, any notice or other communication (in writing or
otherwise), whether from a Governmental Body, citizens group, employee or
otherwise, (a) that alleges that OWNER is not in compliance with any
Environmental Law, and there are no circumstances that may prevent or interfere
with the ASSIGNEE’s compliance with any Environmental Law in the future; or
(b) regarding any actual, alleged, possible or potential obligation on the
part of OWNER to undertake, or to bear all or any portion of the cost of, any
cleanup or any remedial, corrective or response action of any nature. For
purposes of this Section 7.1.6:
(i) "Environmental
Law"
means
any federal, state, local or Legal Requirement relating to pollution or
protection of human health or the environment (including ambient air, surface
water, mineral rights, ground water, land surface or subsurface strata),
including any law
6
or
regulation (of any country or state or locality) relating to emissions,
discharges, releases or threatened releases of Materials of Environmental
Concern, or otherwise relating to the manufacture, processing, distribution,
use, treatment, storage, disposal, transport or handling of Materials of
Environmental Concern. OWNER will maintain compliance with all Environmental
laws through the Termination Date.
7.2 ASSIGNEE.
As an
inducement to ASSIGNOR to enter into this Assignment Agreement and to consummate
the transactions contemplated hereby, ASSIGNEE hereby represents and warrants
to
ASSIGNOR as follows:
7.2.1 Organization
of ASSIGNEE.
ASSIGNEE is a corporation duly organized, validly existing and in good standing
under the laws of the State of Nevada and has full corporate power and authority
to own or lease and to operate and use its properties and assets and to carry
on
its business as now conducted.
7.2.2 Authority
of ASSIGNEE.
ASSIGNEE has full power and authority to execute, deliver and perform this
Agreement and all of the Ancillary Agreements. The execution, delivery and
performance of this Agreement and the Ancillary Agreements by ASSIGNEE have
been
duly authorized and approved by ASSIGNEE’S board of directors and do not require
any further authorization or consent of ASSIGNEE or its stockholders. This
Agreement has been duly authorized, executed and delivered by ASSIGNEE and
is
the legal, valid and binding agreement of ASSIGNEE and is enforceable in
accordance with its terms, and each of the Ancillary Agreements has been duly
authorized by ASSIGNEE and upon execution and delivery by ASSIGNEE will be
a
legal, valid and binding obligation of ASSIGNEE enforceable in accordance with
its terms.
Neither
the execution and delivery of this Assignment Agreement, any of the Ancillary
Agreements, the consummation of any of the transactions contemplated hereby
or
thereby nor compliance with or fulfillment of the terms, conditions and
provisions hereof or thereof will:
(i)
conflict with, result in a breach of the terms, conditions or provisions of,
or
constitute a default, an event of default or an event creating rights of
acceleration, termination or cancellation or a loss of rights under the Articles
of Incorporation or bylaws of ASSIGNEE, or by any Court Order to which ASSIGNEE
is a party or by which it is bound or any Legal Requirements affecting ASSIGNEE;
or
(ii)
require the approval, consent, authorization or act of, or the making by
ASSIGNEE of any declaration, filing or registration with, any
Person.
8. Termination.
8.1 Grounds
for Termination.
Anything contained in this Assignment Agreement to the contrary notwithstanding,
this Agreement may be terminated at any time prior to the Closing
Date:
8.1.1 by
the
mutual consent of the ASSIGNOR and ASSIGNEE;
7
8.1.2 by
ASSIGNOR if the Closing shall not have occurred on or before April 30,
2006,
or
within five business days of such date, or such later date as may be mutually
agreed to by the Parties;
8.1.3 by
ASSIGNEE in the event of any material breach by ASSIGNOR and OWNER of any of
their respective agreements, representations or warranties contained herein
and
the failure of ASSIGNOR and OWNER, as applicable, to cure such breach within
seven days after receipt of notice from ASSIGNEE requesting such breach to
be
cured; or
8.1.4 by
ASSIGNOR and OWNER in the event of any material breach by ASSIGNEE of any of
its
agreements, representations or warranties contained herein and the failure
of
ASSIGNEE to cure such breach within seven days after receipt of notice from
ASSIGNEE requesting such breach to be cured.
8.2 Notice
of Termination.
Any
party desiring to terminate this Assignment Agreement shall give notice of
such
termination to the other parties to this Assignment Agreement.
8.3 Effect
of
Termination. In the event that this Assignment Agreement shall be terminated,
all further obligations of the parties under this Assignment Agreement shall
be
terminated without further liability of any party to the other, except
for the liability of ASSIGNOR
to repay $100,000 to ASSIGNEE within 30 days of the termination of this
Assignment Agreement.
9. Indemnification.
9.1 Survival.
Each
covenant or agreement in this Assignment Agreement shall survive the Closing
without limitation as to time until fully performed in accordance with its
terms
and each representation and warranty in this Assignment Agreement shall survive
the Closing until the fifth (5th)
anniversary of the Closing Date (the "Survival Date").
9.2 Notice.
Notice of a claim for indemnification with respect to any representation and
warranty must be given to the Party against whom indemnification is sought
prior
to the termination of the relevant survival period in writing and in sufficient
detail to properly inform the alleged indemnitor of the nature of the claims
asserted.
9.3 Indemnification
by ASSIGNOR and OWNER. From and after the Effective Date, the ASSIGNOR and
OWNER
shall, jointly and severally, indemnify fully, hold harmless, protect and defend
the ASSIGNEE from and against (i) any and all losses and expenses incurred
by
ASSIGNEE arising out of, relating to, or based upon any inaccuracy in, or breach
of, any of the representations or warranties contained in this Assignment
Agreement or in the Schedules or Exhibits hereto; (ii) any and all losses and
expenses incurred by ASSIGNEE arising out of, relating to, or based upon any
failure to perform, or other breach of, any of the covenants or agreements
of
contained in or incorporated into this Agreement or in the Schedules hereto
by
ASSIGNOR and OWNER; and (iii) any and all losses and expenses incurred by
ASSIGNEE following the Closing to the extent that such losses and expenses
(A)
relate to the transactions contemplated by this Assignment Agreement; and (B)
arise out of, are related to, or are caused by facts, conditions, acts,
omissions or circumstances occurring or existing prior to
8
the
Closing. The right of ASSIGNEE to be indemnified hereunder shall not be limited
or affected by any investigation conducted or notice or knowledge obtained
by or
on behalf of ASSIGNEE.
10. Further
Assurances.
The
Parties hereby agree to execute and deliver, from time-to-time hereafter, to
one
another any and all further documents or instruments as they may reasonably
request in order to effect the purposes and carry out the provisions of this
Assignment Agreement. In the event that at any time hereafter, due to a change
in circumstances (including, without limitation, any changes in applicable
law
or any decision hereafter made by a court of competent jurisdiction construing
applicable law), it is, in the opinion of counsel for a Party, necessary or
desirable to file or record this Assignment Agreement or any Ancillary
Agreement, the Parties agree to execute and deliver any instruments that may
be
necessary or appropriate to make such filing or recording
effective.
11. Benefit.
This
Assignment Agreement shall be binding upon each of the parties hereto and their
successors and assigns.
12. Waiver,
Modification or Cancellation.
Any
waiver, alteration or modification of any of the provisions of this Assignment
Agreement, or cancellation or replacement of the same, shall not be valid unless
made in writing and signed by the parties hereto.
13. Choice
of Law and Forum for Disputes.
The
validity of this Agreement or any of its terms, covenants and conditions, as
well as the rights and duties of the parties hereunder, shall be interpreted
and
construed pursuant to and in accordance with the laws of Colombia. Any disputes
arising under this Assignment Agreement shall be arbitrated under the Rules
of
the American Arbitration Association (AAA), There shall be three arbitrators
that preside over the dispute. Each party shall select one arbitrator, and
the
two so chosen shall select the third arbitrator. If the parties are unable
to
agree on the third arbitrator, such person shall be selected by the Medellin,
Colombia Chamber of Commerce. The parties shall share the costs of the
arbitrators and AAA. The arbitration shall take place in Medellin, Columbia
and
shall be governed by AAA's commercial rules on international civil disputes.
14. Notices.
All
notices or other communications required or permitted hereunder shall be in
writing and shall be deemed given or delivered (i) when delivered personally;
(ii) if transmitted by facsimile when confirmation of transmission is received;
or (iii) if sent by registered or certified mail, return receipt requested,
or
by private courier when received; and shall be addressed as
follows:
|
If
to the ASSIGNEE:
|
000 Xxxxx Xxxxxx
Xxxxxxxxx,
XX
Attention:
Xxx Xxxxxx
Facsimile:
000-000-0000
|
|
If
to the ASSIGNOR:
|
Investcol Limited
1 Xxxx
Street
|
9
|
Belize
Attention:
Xxx Xxxxx
Facsimile:
000-000-0000
|
|
If
to the OWNER:
|
Cia
Servicios y Logisticos Ltda.
Attention:
Xxxxxxx Major
Facsimile:
011 57 4 268 7480
|
or
to
such other address as such party may indicate by a notice delivered to the
other
party hereto.
15. Entire
Agreement.
This
Agreement, and all other documents executed in connection with the Assignment
Agreement contain the entire understanding and agreement of the parties with
respect to the subject matters set forth herein or therein, superseding any
and
all prior agreements, written or oral, between the parties regarding the same
subject matter. Each party to this Assignment Agreement acknowledges that no
representations, inducements, promises or statements (whether oral or written)
have been made by any party hereto or anyone acting on behalf of any party
hereto which are not embodied herein. Each party agrees that no other agreement,
covenant, representation, inducement, promise or statement with respect to
the
subject matter hereof, if not set forth herein in writing shall be valid or
binding.
16. Press
Release.
The
ASSIGNOR and ASSIGNEE shall mutually approve the content of any press release
regarding this Assignment Agreement.
17. Captions
and Headings.
The
captions and headings of the paragraphs of this Assignment Agreement are
inserted for convenience of reference only and are not to be construed in any
way as a part of this Agreement.
|
ASSIGNOR: INVESTCOL
LIMITED
|
ASSIGNEE: COLUMBIA
GOLDFIELDS LTD.
|
|||
|
By:
|
/s/ Xxx Xxxxx |
By:
|
/s/ Xxx Xxxxxx | |
| Xxx Xxxxx, Legal Representative | Xxx
Xxxxxx, President |
|||
OWNER:
CIA SERVICIOS
Y LOGISTICOS LTDA.
By:
/s/ Xxxxxxx Major
Xxxxxxx
Major, General Manager
