EXHIBIT 4.54
AMENDING AGREEMENT
THIS AGREEMENT is effective as the 10th day of August, 2004.
BETWEEN:
XXXXXX GOLD CORP, (FORMERLY PARKSIDE 2000 RESOURCES
CORP.), incorporated under the laws of British
Columbia and having an office at 00000-00'x Xxxxxx,
Xxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0
("Xxxxxx")
AND:
MACHIN MINES LTD., incorporated under the laws of
Ontario and having an office at 000 Xx Xxxxxx Xxxxx
Xxxxxx, Xxxxxxx, X0X 0X0
("Machin")
WHEREAS"
A. Pursuant to an agreement dated for reference the 3 1", day of January,
2 003 (the "Option Agreement", which term is defined to include all Schedules
attached to and incorporated by reference within the said agreement), Machin
granted Xxxxxx'x predecessor, Parkside 2000 Resources Corp., the right to
acquire an undivided interest in certain mineral rights to the Machin Property,
more particularly described in Schedule "A" to the Option Agreement~
X. Xxxxxx has agreed with Xxxxxx to amend the terms of the Option
Agreement upon the terms and subject to the conditions as are hereinafter set
forth.
NOW THEREFORE THIS AGREEMENT WITNESSES that the parties hereto agree as follows:
1. REPRESENTATIONS AND WARRANTIES OF XXXXXX
1.1 Xxxxxx represents mid warrants to Machin that:
a) Xxxxxx is the successor in interest to Parkside 2000 Resources
Corp., and is fully bound by the terms of the Option Agreement; and
b) as is required. by section 13.01 of the Option Agreement, has
paid or will pay (or, in the alternative, has caused or will cause the
payment of) all rent and taxes associated with the Machin Property.
2. REPRESENTATIONS AND WARRANTIES OF MACHIN
2.1 In addition to the representations and warranties contained in the
Option Agreement, Machin represents and warrants to Xxxxxx that the Option
Agreement remains in good standing and that, subject to the Option Agreement, it
is the beneficial owner of all of the mineral claims comprising the Machin
Property, free and clear of all liens, charges and claims of others.
3. AMENDMENT TO OPTION AGREEMENT
3.1 It is agreed by the parties hereto that Section 3.02(e) of the Option
Agreement is hereby deleted and is replaced with the following:
"(e) paying to Machin a total of CAN $ 250,000 on or before August
27, 2006;
(f) paying to Machin a total of CAN $ 250,000 on or before August
27, 2007;
(g) paying to Machin a total of CAN $ 250,000 on or before August
27, 2008; and
(h) paying to Machin a total of CAN $ 250, 000 on or before August
2 7, 2009.
Subject to acceptance by the TSX Venture Exchange, in lieu of interest
charges, Xxxxxx agrees to pay Machin 2 1/2% of the proceeds of any
financing(s) completed by Xxxxxx, between August 27, 2006 and final
payment of all monies due pursuant to Section 3.02."
3.1 The following paragraph 3.04 will be added to the Option Agreement'.
"3.04 All outstanding amounts, pursuant to Section 3.02, will be due
and payable to Machin, within ninety (90) days following the
Commencement of Commercial Production."
The remainder of the Option Agreement dated January 31, 2003 and by this
agreement shall remain in full force and effect.
4. GENERAL
(a) FURTHER ASSURANCES: The parties will promptly execute or cause to be
executed all documents, deed, conveyances and other instruments of further
assurance which may be reasonably necessary or advisable to carry out fully the
intent of the Agreement.
(b) CONTINUATION: This Agreement will enure to the benefit of and be
binding upon the patties and their respective successors and permitted assigns.
(c) GOVERNING LAW: This agreement shall be construed in accordance with the
laws in force from time to time in the Province of Ontario.
IN WITNESS WHEREOF this Agreement has been executed by the parties effective as
of the day and year first above written.
XXXXXX GOLD CORP,
BY: /s/ Xxxxxx X. Xxxxxxx
-----------------------------
(Title: Xxxxxx X. Xxxxxxx., President)
MACHIN MINES LTD.
By: /s/ Xxxxx Xxxxxxx
-----------------------------
(Title: Xxxxx Xxxxxxx, Vice President)
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