DEED OF ASSIGNMENT THIS DEED OF ASSIGNMENT is made the 26th dav of may, 2007 BETWEEN SAMETRO COMPANY LIMITED, Limited liability company registered under the laws of Ghana with its registered office situate at 4/1 Old Ashanti Road, Takoradi in the...
Exhibit 99.6
DEED OF ASSIGNMENT THIS DEED OF ASSIGNMENT is made the 26th dav of may,
2007 BETWEEN SAMETRO COMPANY LIMITED, Limited liability company registered
under the laws of Ghana with its registered office situate at 0/0 Xxx Xxxxxxx Xxxx,
Takoradi in the Western Region of the Republic of Ghana and its postal address as
P.O. BOX MC 279, Takoradi aforesaid (hereinafter called "the ASSIGNOR") acting
by its Managing Director Xxxxxx Xxxxxx Etroo of the one part AND XXXXXX
RESOURCES a company with its office situate at No.2, Second Close,. Airport
Residential Area, Accra, in the Greater Accra Region of the Republic of Ghana and
its postal address as X.X. XXX XX 0000, Xxxxxxxxxxx, Xxxxx, aforesaid (hereinafter
called "the ASSIGNEE") acting by its managing director H. Xxxx Xxxx of the other
part. WHEREAS X. Xxxxx Gold Mines Limited was incorporated on the 26th of
June, I989 and a Certificate to Commence Business was issued on 11th of July1989.
B. The Government of the Republic of Ghana ("the Government) granted a thirty-
year mining lease dated 4th September, 1990 and registered as NO. LVB396A/90
("the Bonte Mining Lease") to Bonte Gold . 1
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Mines Limited to conduct mining operations at Esaase Bontefufuo in the
Amansie West District of the Xxxxxxx Region covering an area of 27.03
x.x.xx and more particularly described in the Bonte Mining Lease and
attached hereto as Appendix A. C. On the application of its majority shareholder,
Akrokeri-Ashanti Gold Mines Inc., the High Court presided over by Her Lordship
Xxxxxxx Xxxxx on 25 March 2004 placed Bonte Gold Mines Limited into Official
Liquidation. Pursuant to Section 7 of the Bodies Corporate (Official Liquidation)
Act, 1963 (Act 180) the Registrar of Companies, was appointed as Official
Liquidator for the orderly winding up of the company. D. By a Deed of Assignment
"hereinafter called "the First - Assignment") - a copy of which is attached hereto
and marked Appendix B - made the 4' day of July 2005 BETWEEN THE OFFICIAL
LIQUIDATOR OF BONTE GOLD MINES LTD (hereinafter called .the "First Assignor")
of the one part and the Assignor herein of the other part ALL the unexpired
residue of the term granted in the Mining Lease was assigned to the Assignor
herein with effect from the 4th day of July 2005 SUBJECT TO the approval of the
Minister of Lands, Forestry and Mines and subject also to the terms and conditions
stated in the First Assignment. E. The Assignor has fulfilled all financial obligations
to the First Assignor - see copy of the letter from the First Assignor verifying this
fact attached hereto and marked Appendix C. F. The Assignor herein entered into a
joint venture agreement with the Assignee whereby the Assignee was to develop
the mine by way of extensive exploration, by way of drilling and sampling thereby
raising the economic potential of the mine. G. The Assignee has fulfilled all its
obligations under the joint venture agreement aforesaid. 2
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H. The Assignor has agreed to assign the unexpired residue of the Mining Lease to
the Assignee I. Pursuant to "the said agreement and in consideration of the
issuance of 80,000 shares to the assignor by the Assignee and in further
consideration of the payment by the Assignee of all debts of the Assignor including
completing the payment of all monies due the Official Liquidator, the Assignor as
beneficial owner hereby ASSIGNS TO THE ASSIGNEE ALL (THAT thE ESAASE
CONCESSION for all the residue of the First Assignment SUBJECT TO the approval
of the Minster of Lands, Forestry and Mines and SUBJECT also to the terms and
conditions contained in the Mining Lease and the First Assignment. IN WITNESS
WHEREOF THE PARTIES HERETO HAVE HEREUNTO SET THEIR HANDS AND NAMES
THE DAY AND YEAR FIRST ABOVE WRITTEN SIGNED FOR AND ON BEHALF OF THE
ASSIGNOR BY XXXXXX XXXXXX ETROO MANAGING DIRECTOR In the presence of
SIGNED FOR AND ON BEHALF OF THE ASSIGNEE BY IN THE PRESENCE OF .3
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H. The Assignor has agreed to assign the unexpired residue of the Mining Lease to
the Assignee I. Pursuant to "the said agreement and in consideration of the
issuance of 80,000 shares to the assignor by the Assignee and in further
consideration of the payment by the Assignee of all debts of the Assignor including
completing the payment of all monies due the Official Liquidator, the Assignor as
beneficial owner hereby ASSIGNS TO THE ASSIGNEE ALL (THAT thE ESAASE
CONCESSION for all the residue of the First Assignment SUBJECT TO the approval
of the Minster of Lands, Forestry and Mines and SUBJECT also to the terms and
conditions contained in the Mining Lease and the First Assignment. IN WITNESS
WHEREOF THE PARTIES HERETO HAVE HEREUNTO SET THEIR HANDS AND NAMES
THE DAY AND YEAR FIRST ABOVE WRITTEN SIGNED FOR AND ON BEHALF OF THE
ASSIGNOR BY XXXXXX XXXXXX ETROO MANAGING DIRECTOR In the presence of
SIGNED FOR AND ON BEHALF OF THE ASSIGNEE BY IN THE PRESENCE OF .3
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