PROMISE OF PURCHASE AGREEMENT BENITO ALFONSO FERRER HENRÍQUEZ TO SANTA TERESA MINERALS S.A
Exhibit 10.1
NOTARY PUBLIC
Xxxxxx Xxxx 0153
Telephone:0000000 - Fax 0000000
Providencia
E-mail: xxxxxx@xxxxxxx-xxxxxx.xx
RSR ENTRY NO. 8970-2011
OT 282429
XXXXXX XXXXXXX XXXXXX XXXXXXXXX
TO
SANTA XXXXXX MINERALS S.A
******************
In XXXXXXXX de CHILE, on May 6, 2011, before me, XXXXXXX XXXXXX CONCHA, Incumbent Notary Public and head of the 27th Notary’s Office of Santiago, domiciled at calle Xxxxxx Xxxx No. zero, one hundred fifty-three, Providencia, there appear the promising seller, XXXXXX XXXXXXX XXXXXX XXXXXXXXX, a Chilean miner, married, with national ID card number six million three hundred fifteen thousand thirty, dash three, temporarily domiciled at Pasaje Los Luceros No. 3, San Xxxxxxx, Los Andes, Fifth Region; and the promising buyer, the company "SANTA XXXXXX MINERALS S.A.", with Taxpayer ID number seventy-six million twenty six thousand seven hundred eighty-five thousand, dash six, represented for all purposed of this agreement by XXXX XXXXXX XXXXX XXXXXXXX, a Chilean engineer, married, with national ID card No. four million eight hundred eighty-nine thousand three hundred thirty-six dash eight, both of whom are domiciled at Bascuñan Guerrero No. 530. Xxxxxxxx. The appearing parties are of age and they prove their identities by means of the corresponding identity cards, and they declare: FIRST: Xxxxxx Xxxxxxx Xxxxxx Xxxxxxxxx owns fifty shares of the Legal Mining Company “Xxxxxxxx uno al veinte Sociedad Legal Minera uno al veinte de Peumo”, recorded at the back of folio fifteen of the Discovery Registry of the Mine Custody Department in Peumo, in 1993. This company owns the mining property called “Xxxxxxxx uno de veinte” recorded in the Property Registration Office of the Mine Custody Department of Peumo, on folio forty two, number eight, of 1995. The promising seller also owns fifty shares of the Legal Mining Company “Los Pinos uno de teinta de Peuno" recorded at the back of folio six of the Discovery Registry of the Mine Custody Department of Peumo, of 1992. The company owns the mining property called “Los Pinos uno de treinta" recorded under its own name on page twenty nine, number eleven, of the Mine Property Registry of the Mine Custody Department of Peuno, of 1995. - SECOND: In turn, Xxxxxx Xxxxxxx Xxxxxx Herníquez hereby acquires the remaining fifty shares from his partner Xxxxxxx Xxxxxxx Xxxxxxx Xxxxxx, and the purchase and transfer transaction shall be completed and formalized no later than sixty days
XXXXXXX XXXXXX CONCHA
NOTARY PUBLIC
Xxxxxx Xxxx 0153
Telephone: 0000000 - Fax 0000000
Providencia
E-mail: xxxxxx@xxxxxxx-xxxxXx.xx
after the execution thereof. Once the purchase transaction has been executed, a term shall be established for the two aforementioned legal mining companies after which they shall be dissolved, and Xxxxxx Xxxxxxx Xxxxxx Xxxxxxxxx shall become the sole and exclusive owner of the mining property specified in clause one.- THIRD: Xxxxxx Xxxxxxx Xxxxxx Xxxxxxxxx hereby promises to sell, assign and transfer to the company “Santa Xxxxxx Minerals S.A.”, and “Santa Xxxxxx Minerals S.A.” promises to buy and acquire form Xxxxxx Xxxxxxx Xxxxxx Xxxxxxxxx, seventy percent of the rights of ownership over the abovementioned mining property called “Xxxxxxxx uno al veinte” and “Los Pinos uno al treinta”.- FOURTH: The promised purchase price shall be one million two hundred thousand US dollars as follows: One) At the time of the execution of the purchase agreement, the amount of two hundred thousand dollars; Two) Six months from the execution of the purchase agreement, the amount of one hundred thousand dollars; Three) Twelve months from the execution of the purchase agreement, the amount of one hundred thousand dollars; Four) Eighteen months from the execution of the purchase agreement, the amount of one hundred thousand dollars; Five) Twenty four months from the execution of the purchase agreement, the amount of two hundred thousand dollars; Six) Thirty months from execution of the purchase agreement, the amount of two hundred thousand dollars; and Seven) Thirty six months from execution of the purchase agreement, the amount of three hundred thousand dollars.- FIFTH: The mine property rights subject matter of this agreement shall be sold free from
any mortgage, encumbrance, prohibitions, garnishments and actions, being the seller responsible for its remedy pursuant to the law.- SIXTH: The material delivery of the properties shall be performed after the execution of the promised agreements, free from any occupants of any kind.- SEVENTH: The agreement shall be executed within a maximum term of sixty days from said date.- EIGHTH: The percentage that shall be retained by Xxxxxx Xxxxxxx Xxxxxx Xxxxxxxxx which shall amount to thirty shares of the legal mining corporations that shall be incorporated by operation of law shall be "released". Therefore, the seller or whoever owns these shares shall not be obliged to make any payments or contribution for the maintenance of the mining property nor for the exploration or exploitation of the property. NINTH In the event that any of the parties do not wish to execute the agreement upon expiration of the term set forth in clause eight above, by its own action or fault it shall pay the other complying party or the party willing to comply the amount of two hundred thousand American Dollars as compensation and advanced payment for the damages that failing to comply with these obligations causes to the other party. TENTH: It is an essential condition for the execution of this agreement that Xxxxxx Xxxxxxx Xxxxxx Xxxxxxxxx previously acquires fifty shares of each of the legal mining corporations detailed in clause one of this document from Xxxxxxx Xxxxxxx Xxxxxx. ELEVENTH: For all
XXXXXXX XXXXXX XXXXXX
NOTARY PUBLIC
Xxxxxx Xxxx 0153
Telephone: 0000000 - Fax 0000000
Providencia
E-mail: xxxxxx@xxxxxxx-xxxxXx.xx
the legal purposes of this agreement, the parties establish their domiciled in the city of Santiago and agree to subject themselves to the jurisdiction of its courts. The holder of this certified copy is empowered to request the necessary registrations and certifications. This deed has been drafted according to the minutes written by the lawyer Xxxx Xxxxxxxx Xxxxx Álamos. After having read the agreement and agreeing with its contents the appearing parties sign it. A copy is provided. - I ATTEST.-
[Fingerprint and signature]
XXXXXX XXXXXXX XXXXXX XXXXXXXXX
[Fingerprint and signature]
SANTA XXXXXX MINERALS S.A. represented by
Xxxx Xxxxxx Xxxxx Xxxxxxxx
