OPTION AGREEMENT TO ACQUIRE MINING CONCESSION Camila Breccia
Exhibit 10.8
TO
ACQUIRE MINING CONCESSION
Camila
Breccia
This
option agreement dated for reference 1st February 2008 is between Minera Farellón
Limitada, a Chilean company with an office at Xxxxxxxxx Xxxxx 0000,
Xxxxxxxx, Xxxxxx, XXX Xxxxxx, Xxxxx (“Farellón”), and Minera Polymet
Limitada, a Chilean company formed by Red Lake Exploration, Inc., a
Nevada corporation with a registered office at 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0,
Xxxxxx Xxxx, Xxxxxx 00000 (“Polymet”).
Whereas
Farellón has an option to purchase the Camila mining holdings in Chile from
Xxxxxx Xxxxxxx Xxxxxxxxx Xxxxxx and Ingenieria de Proyectos, Desarrollo,
Estudios y Servicios H.I.T Limitada, dated 7th December 2007, attached as
exhibit A (the “Camila Agreement”), and has agreed to assign the Camila
Agreement to Polymet, for valuable consideration, the receipt and sufficiency of
which are acknowledged, the parties agree that:
1.
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Farellón
grants Polymet the option to buy the Camila Agreement on the following
terms (“Option”):
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a.
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The
Option begins on the date of this agreement and ends on 21st November 2008
(the “Term”).
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b.
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As
consideration for granting the Option, Polymet will pay Farellón $5,000
when this agreement is signed and $50,000 by 23rd May
2008.
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c.
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Farellón
will pay the patentes due at the end of March 2008 and any other property
costs that are due during the Term to keep the Camila Agreement in good
standing, and Polymet will reimburse Farellón on
request.
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d.
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Polymet
can exercise the option at any time until the end of the Term by notifying
Farellón in writing that it intends to exercise the Option and paying
Farellón $50,000 by the close of business on 21st November
2008.
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e.
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The
Option ends if Polymet fails to make any of the payments required during
the Term or on 21st November 2008 if Polymet fails to notify Farellón that
it intends to exercise the Option.
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f.
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All
currency amounts are stated in United States
dollars.
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2.
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When
Farellón receives the exercise notice and payment required in paragraph
1(d), Farellón will irrevocably assign the Camila Agreement to Polymet and
Polymet will accept the assignment and assume all of Farellón’s rights and
obligations under the Camila Agreement as though Polymet were the original
party to the Camila Agreement.
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3.
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The
parties will use their best efforts to ensure that the terms of this
agreement are legalized in Chile and recorded in the register of the
Conservador de Minas in Vallenar as soon as reasonably
possible. In the case of any conflict between the provisions of
this agreement and the provisions of the agreement recorded in Vallenar,
the terms of the agreement recorded in Vallenar
govern.
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4.
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Farellón
represents and warrants to Polymet
that:
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a.
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It
is duly formed under the laws of Chile and has the authority and right to
assign the Camila Agreement.
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b.
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It
has made all of the payments required and fulfilled all other obligations
under the Camila Agreement to the date of this
agreement.
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c.
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It
has not assigned any interest in the Camila Agreement to any other
party.
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d.
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The
Camila Agreement is in good standing and free of any claims or potential
claims from third parties as of the date of this
agreement.
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5.
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Polymet
represents and warrants that it is duly formed under the laws of Chile and
has the authority to make this
agreement.
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6.
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Time
is of the essence of this agreement and of any amendment to
it.
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7.
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If
either party must perform under this agreement on a day that is not a
business day in Chile, then the party must perform on the next business
day in Chile.
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8.
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Any
notice that must be given under this agreement must be in writing and
delivered by hand or overnight courier to the party at the address given
for the party on page 1or transmitted by fax or email to the fax number or
email address that the parties will give each other. Notice is
deemed to have been received when it is delivered or transmitted if it is
delivered or transmitted during normal business hours in Chile and on the
next business day if it is delivered or transmitted outside of normal
business hours.
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9.
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This
agreement is the entire agreement between the parties and its terms may be
waived or amended only in writing. No waiver of any term
operates to waive any other term.
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10.
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This
agreement does not create a partnership or joint venture or any other kind
of business association between the parties and neither party has the
power to bind the other in any way.
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11.
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Polymet
may not assign its interest in this agreement without Farellón’s written
consent.
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12.
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This
agreement is binding on the parties and upon their respective successors
and assigns.
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13.
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This
agreement must be construed in accordance with the laws of Chile on the
same terms as provided in the Purchase
Agreement.
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14.
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No
finding by a court of competent jurisdiction that any provision of this
agreement is invalid, illegal, or otherwise unenforceable operates to
impair or affect the remaining provisions which remain effective and
enforceable.
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15.
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This
agreement may be signed in counterparts and delivered to the parties by
any means; and the counterparts together are deemed to be one original
document.
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The
parties’ signatures below are evidence of their agreement.
Minera Farellón Limitada | Minera Polymet Limitada | |||
/s/ Xxxxx
Xxxxxx Xxxxxxxx
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/s/ Xxxxx
Xxxxxx Xxxxxxxx
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Xxxxx Xxxxxx Xxxxxxxx
Signed
on February 1, 2008
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Xxxxx Xxxxxx Xxxxxxxx
Signed
on February 1, 2008
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