Agreement Between Investcol Limited. and Colombia Goldfields Limited
Agreement
Between Investcol Limited. and Colombia Goldfields
Limited
This
agreement effective September 22, 2005 sets forth the terms and conditions
under
which Investcol Limited (the "Contractor"), a Belize company, will provide
to
Colombia Goldfields, Ltd. ("Colombia Goldfields"), services for project
management of the Caramanta Project in Department of Antioquia, Colombia
(identified on Exhibit "1").
| 1. |
Responsibilities
and duties to be performed by the Contractor are as
follows:
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(a) Contractor
will manage the operation of the Caramanta project according to an approved
three year budget (see attached Exhibit "2"). During the term of this Agreement,
two month detailed budgets will be prepared and presented to Colombia Goldfields
for approval, at least 10 days prior to each two month period. Contractor's
objective is to conduct an intensive exploration program for the Caramanta
district north of Marmato (the "Caramanta Project"). Project management will
include supervision of all personnel, including field geologists and drilling
companies.
(b) Contractor
will be responsible that the exploration operations comply, in all material
ways, with all governmental rules and regulations.
(c) Contractor
will be responsible for the operational management, as it applies to the
exploration programs, functioning properly. This includes preparation of monthly
budgets, purchase programming and human resources. Contractor will provide
monthly reports detailing use of funds for the exploration program on the
Caramanta Project.
(d) The
Contractor will provide written notice to Colombia Goldfields when third party
consultants or contractors are engaged for operations and will provide copies
to
Colombia Goldfields of all executed agreements with such consultants or
contractors.
(e) Contractor
will, no later than September 30, 2005, enter into an agreement with Cia
Servicios y Logisticos Ltda. (the "Owner"), to provide local labor and logistics
for the Caramanta Project and shall provide a copy of such agreement to Colombia
Goldfields.
(f) Contractor
will provide the services of Xxx Xxxx who will be available at reasonable times
upon reasonable notice to coordinate exploration activities on the Caramanta
Project.
| 2. |
Payment
by Colombia Goldfields for services to be performed by Contractor
and its
agents, representatives and designees, shall be made as
follows:
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(a) Five
hundred thousand dollars ($500,000) at Closing, of which two hundred thousand
dollars ($200,000) has been paid;
(b) up
to
seven hundred fifty thousand dollars ($750,000) during the 12 month period
of
this Agreement commencing June 25, 2006, and on the earlier of June 26, 2006,
or
commencement of the second exploration phase one million shares of its common
stock restricted as to transfer in accordance with applicable securities laws
but subject to the same piggy-back registration rights contained in Section
5 of
the Assignment Agreement effective August 31, 2005; and
(c) up
to one
million seven hundred and forty thousand dollars ($1,740,000) during the 12
month period of this Agreement, commencing June 25, 2007. and
(d) a
monthly
office fee of $7,500 through July 31, 2006.
Colombia
Goldfields may, in its sole and absolute discretion, accelerate payments under
2(a), (b) and (c) above. All payments made by Colombia Goldfields to Contractor
hereunder shall be certified in writing (at least quarterly) by Contractor
to
the Owner as having been made, with a copy of such written certification
delivered to Colombia Goldfields.
Payment
made by Colombia Goldfields hereunder shall be for those items set forth on
Exhibit "2", which includes the Contractor fee. With respect to purchases of
drilling core and other tangible equipment, title ownership shall belong to
Colombia Goldfields and Contractor shall ensure that all such tangible equipment
is owned by Colombia Goldfields.
| 3. |
This
Agreement can be terminated by Colombia Goldfields in the event Contractor
fails to carry out its responsibilities and duties hereunder and
Colombia
Goldfields provides at least ten days written notice specifying the
reason(s) for such termination and Contractor fails to cure or remedy
such
breach or violation within such ten day period. Upon such termination,
Colombia Goldfields shall have no further liability for payment
hereunder.
|
| 4. |
Contractor
shall indemnify, hold harmless, protect and defend Colombia Goldfields
from and against any and all liabilities, claims, losses and expenses
(i)
incurred by Colombia Goldfields arising out of, relating to, or based
upon
any failure of Contractor to perform its duties and responsibilities,
or
(ii) incurred by Colombia Goldfields in defense of any claim brought
by a
third party with respect to activities performed (or not performed)
by
Contractor hereunder.
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| 5. |
This
Agreement may not be assigned by Contractor without the prior written
consent of Colombia Goldfields, which consent can be withheld by
Colombia
Goldfields in its sole and absolute
discretion.
|
2
| 6. |
Any
waiver, alteration or modification of any of the provisions of this
Agreement, or cancellation or replacement of the same, shall not
be valid
unless made in writing and signed by the parties
hereto.
|
| 7. |
The
validity of this Agreement or any of its terms, covenants an 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
the State of Nevada. Contractor agrees that nay controversy or dispute
concerning this Agreement will be determined by a United States District
Court in Nevada, and Contractor hereby agrees to submit to the
jurisdiction of such court.
|
| 8. |
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
delivery
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:
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If
to
Contractor: Investcol
Limited
1
Xxxx
Street, Belize
Attention:
Xxx Xxxxx
Facsimile:
000-000-0000
If
to
Colombia Goldfields: 000-000
Xxxxx Xxxxxx, Xxxxxxxxx, XX
Attention: Xxx Xxxxxx
Facsimile: 000-000-0000
| 9. |
This
Agreement contains the entire understanding of the parties with respect
to
the subject matter set forth herein, superseding any and all prior
agreements, written or oral, between the parties regarding the same
subject matter.
|
| 10. |
This
Agreement is valid for three years from the date
hereof.
|
INVESTCOL
LIMITED COLOMBIA
GOLDFIELDS LIMITED
/s/
X.X. Xxxxx /s/
Xxx Xxxxxx
X.X.
Xxxxx Xxx
Xxxxxx
Legal
Representative President
