PAN AMERICAN LITHIUM CORP. 3040 N. Campbell Avenue, Suite 110 Tucson, Arizona, USA 85719
PAN AMERICAN LITHIUM CORP.
0000 X. Xxxxxxxx Xxxxxx,
Xxxxx 000
Xxxxxx, Xxxxxxx, XXX 00000
XXX XXXXXXXXXX XXXX
Xxxx 00, 0000
Xxxxxxxxxx International S.A. de C.V.
Avenida Xxxxxxx
Xxxxxxx 514 –
A, Col. Pro – Hogar, Mexicali,
Baja California, Mexico
The Shareholders of Escondidas
International S.A. de
C.V.
Dear Sirs:
Re: Second Amendment to Share Option Agreement dated December 18, 2009
Further to the Share Option Agreement (the “Option Agreement”) among Pan American Lithium Corp. (formerly Etna Resources Inc.), Escondidas International S.A. de C.V. (“Escondidas”) and the shareholders of Escondidas dated December 18, 2009, we hereby agree, for good and valuable consideration, the receipt of which is acknowledged by each party, to:
1. |
amend section 1.1(j) of the Option Agreement by deleting the reference to “March 31, 2010” as set out in the definition of “Closing Date” and replacing it with “October 31, 2010”; | |
2. |
amend section 27.1 (d) of the Option Agreement by deleting the reference to “March 31, 2010” and replacing it with “October 31, 2010”; and | |
3. |
amend section 27.1 (e) of the Option Agreement by deleting the reference to “March 31, 2010” and replacing it with “October 31, 2010”. | |
4. |
amend section 12.1 (c) of the Option Agreement by deleting the reference to “US$25,000 monthly thereafter…” and replacing it with “US$8,000 monthly thereafter…” | |
5. |
amend Schedule A to the Option Agreement by deleting the original schedule in its entirety, and replacing it with the new, Revised Schedule A attached to this Second Amendment to the Share Option Agreement. |
All other terms and conditions of the Option Agreement, as amended, remain unchanged and in full force and effect, and the parties ratify and affirm the Option Agreement, as amended hereby.
If the foregoing is acceptable to you, please so indicate by executing a copy of this letter agreement where indicated below and return it to our attention via electronic mail or fax at your earliest convenience.
Yours truly,
By: | /s/ Xxxxxx Xxxxxxx | |
Authorized Signatory |
The foregoing is hereby accepted and agreed to by the undersigned this 30th day of June, 2010.
WITNESSED BY: | ) | |
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Name | ) | |
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Address | ) | /s/ Xxxxxx Xxxxxxx |
) | XXXXXX XXXXXXX | |
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Occupation | ) | |
WITNESSED BY: | ) | |
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Name | ) | |
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Address | ) | /s/ Xxxxxxxx Xxxx |
) | XXXXXXXX XXXX | |
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Occupation | ) |
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WITNESSED BY: | ) | |
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Name | ) | |
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Address | ) | /s/ Xxxxxx Xxxx |
) | XXXXXX XXXX | |
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Occupation | ) | |
WITNESSED BY: | ) | |
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Name | ) | |
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Address | ) | /s/ Xxxx Xxxxxxx |
) | XXXX XXXXXXX | |
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Occupation | ) | |
WITNESSED BY: | ) | |
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Name | ) | |
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Address | ) | /s/ Xxxxx Xxxxxx |
) | XXXXX XXXXXX | |
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Occupation | ) | |
WITNESSED BY: | ) | |
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Name | ) | |
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Address | ) | /s/ Xxxx Xxxxxx Xxxxxx |
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Occupation | ) |
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ESCONDIDAS INTERNACIONAL S.A. de C.V.
Per: | /s/ Xxxx Xxxxxxx | |
Authorized Signatory |
SCHEDULE A--REVISED
OPTIONORS
I Name and Country of Residence of Optionor |
II Number of Company Shares held on date of Agreement |
III Number of Exchange Shares to be received on the Closing Date |
IV Number of Exchange Warrants to be received on the Closing Date |
V Cash to be received on the Closing Date |
VI Cash to be received on the date that is 6 months from the Date of first Commercial Production |
VII Cash to be received on the date that is 12 months from the Date of first Commercial Production |
VIII Cash to be received on the date that is 18 months from the Date of first Commercial Production |
Xxxxxx Xxxxxxx United States |
106 |
1,325,000 |
1,325,000 |
$33,125 |
$132,500 |
$132,500 |
$198,750 |
Xxxxxxxx Xxxx Mexico |
96 |
1,200,000 |
1,200,000 |
$30,000 |
$120,000 |
$120,000 |
$180,000 |
Xxxxxx Xxxx Mexico |
80 |
1,000,000 |
1,000,000 |
$25,000 |
$100,000 |
$100,000 |
$150,000 |
Xxxx Xxxxxxx Mexico |
106 |
1,325,000 |
1,325,000 |
$33,125 |
$132,500 |
$132,500 |
$198,750 |
Xxxxx Xxxxxx Mexico |
6 |
75,000 |
75,000 |
$1,875 |
$7,500 |
$7,500 |
$11,250 |
Xxxx Xxxxxx Xxxxxx Mexico |
6 |
75,000 |
75,000 |
$1,875 |
$7,500 |
$7,500 |
$11,250 |
TOTAL | 400 | 5,000,000 | 5,000,000 | $125,000 | $500,000 | $500,000 | $750,000 |
In this Schedule A, “Commercial Production” means the last calendar day of a period of 40 consecutive calendar days where: (a) Product has been shipped from the Property on a reasonable basis for the purpose of earning revenues if a processing facility is not located on the Property; or (b) if a processing facility is located on the Property, such facility processed Product from the Property at 60% of its rated capacity.