OPTION TO PURCHASE AND SHAREHOLDERS AGREEMENT
THIS AGREEMENT is made the 24th day of October, 1998, by and among APAC
MINERALS INC., a body corporate incorporated pursuant to the laws of the
Province of British Columbia and having an office located at 0000 Xxxxx Xxxxxx,
Xxxxxxxxx, X.X., X0X 0X0 (hereinafter called "APAC"), ARMINEX S.A., a body
corporate incorporated pursuant to the laws of Argentina and having an office
located at Xxxxx 000, 0X, Xxxxxxx, Xxxxxx (0000), Xxxxxxxxx (hereinafter called
"Arminex"), LAFAYETTE LIMITED, a body corporate incorporated pursuant to the
laws of St. Xxxxxxx, and having an office located at Trust House, 112 Bonadie
Street, Kingstown, St. Xxxxxxx (hereinafter called "Lafayette"), and XXXXXX
XXXXXX, an individual, of 00 Xxxxxxxx Xxxxx, Xxxxxxx, XX 00000, XXX (hereinafter
called "Gemuts") (Lafayette and Gemuts being collectively referred to herein as
the "Optionors").
RECITALS
A. Arminex carries on the business of exploration and
development of mineral resources in Argentina, and Arminex currently holds more
than twenty (20) concessions in different provinces in Argentina;
B. APAC wishes to obtain from the Optionors and/or Arminex and the
Optionors and Arminex wish to grant to APAC and exclusive option to purchase an
undivided Forty percent (40%) equity interest in Arminex, and a second option to
purchase an additional Eleven percent (11%) interest in Arminex, for an
aggregate Fifty-one percent (51%) equity interest in Arminex, upon the terms and
conditions set below; and
C. APAC, Lafayette, Gemuts and Arminex desire to enter into this
Agreement in order to record their respective rights and obligations, and how
the affairs of Arminex will be conducted.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the
sum of Fifty Thousand Dollars ($50,000) in lawful money of Canada paid to
Arminex, the receipt and sufficiency of which is hereby acknowledged by Arminex
and the Optionors, and the mutual promises herein contained, the parties hereto
agree each with the other as follows:
1. DEFINITIONS
1.1 In this Agreement, the following words and phrases, unless there is
something in the context inconsistent therewith, will have the following
meanings:
(a) "Affiliate" means, with respect to any Shareholder, any
corporation which is directly or indirectly controlled by such
Shareholder, and if any Shareholder shall be a corporation
means in addition to the foregoing any corporation which
controls such corporate Shareholder;
(b) "Arminex" means Arminex S.A.;
(c) "APAC" means APAC Minerals Inc.;
(d) "Approval Date" means the date upon which APAC receives
written confirmation from the Vancouver Stock Exchange that
this Agreement has been accepted for filing by the Vancouver
Stock Exchange;
(e) "Board" means the board of directors of Arminex;
(f) "Escrow Agent" shall mean Montpellier XxXxxx Xxxxxxxxx Xxxxxx
& Guiffe, the Optionors' lawyers in Vancouver, B.C., who shall
hold the Shares and authorizations referred to in Section 3.6
in escrow until APAC has exercised its First Option and/or its
Second Option as hereinafter provided.
(g) "Operator" means that person or company acting as such
pursuant to Article 6 of this Agreement;
(h) "Optionors" means Lafayette and Gemuts, or their respective
successors or assigns;
(i) "Property" means the exploration and mining concessions
lawfully owned by Arminex in Argentina, including those owned
on the date hereof and those which may be acquired during the
term hereof, such concessions currently being those more
particularly described in Exhibit A attached hereto and by
this reference incorporated herein and any successor or
replacement mineral titles or interests therein;
(j) "Shareholders" means a shareholder of Arminex, including, as
appropriate, APAC, Lafayette and Gemuts or their respective
successors or permitted assigns and "Shareholder" means any
one of them;
(k) "Shares" means at the relevant time the shares in the capital
of Arminex issued and outstanding; and
(l) "Technical Report" means an independent geological or
engineering report on the Property or any portion thereof
discussing the geology of the area, the historical work
performed upon the Property or any portion thereof, and
recommending that further exploration or development work be
carried out thereon.
2. CONDITIONS PRECEDENT
2.1 APAC's obligations hereunder shall be subject to the completion of the
following conditions precedent:
(a) APAC's receipt of audited financial statements of Arminex
prepared in accordance with generally accepted accounting
principles in Canada;
(b) APAC's receipt of a satisfactory title report on the Property;
and
(c) The acceptance of this Agreement for filing by the Vancouver
Stock Exchange.
3. OPTIONS TO PURCHASE SHARES
3.1 The Optionors and Arminex hereby irrevocably grant to APAC the exclusive
right to purchase (the "First Option") from Optionors and/or Arminex that number
of the Shares sufficient to comprise at the time of exercise and completion of
the First Option, Forty percent (40%) of the Shares (the "First Option Shares"),
such First Option being exercisable on or before the first anniversary of the
Approval Date as more particularly set out in paragraph 3.2 below. The First
Option shall be granted on the Approval Date. If the Approval Date has not
occurred within forty-five (45) days of the date hereof, the Optionors shall,
upon request by APAC or of their own discretion, refund the CDN$50,000 amount
paid to the Optionors upon execution hereof, without deduction or interest, and
this Agreement shall be terminated and of no further force and effect.
3.2 APAC may exercise the First Option
(a) by the payment to Arminex of funds as required by budgets as
provided in paragraph 3.3 below in the aggregate sum of Six
Hundred Fifty Thousand Dollars ($650,000) in lawful money of
Canada, on or before the first anniversary of the Approval
Date; and
(b) by the issuance and delivery to Optionors of an aggregate of
Eight Hundred Thousand (800,000) free trading common shares of
APAC within a period of fifteen (15) business days following
the date of APAC's receipt of written confirmation from the
Vancouver Stock Exchange ("VSE") that a Technical Report filed
with the VSE reviewing exploration work performed on any of
the Property during the First Option period and recommending
that further exploration or development work be carried out on
the concessions, is in a form acceptable for the issuance of
such shares, but in any event not less than 30 days after the
first anniversary of the Approval Date.
3.3 Exploration and development expenditures on the concessions will only be
conducted in accordance with budgets and programs approved by Arminex and APAC
and these exploration and development expenses and reasonable costs of Arminex
will be funded by APAC within Forty-five (45) days of a cash call to APAC from
Arminex to provided funding for such programs or expenses. If APAC fails to
provide the required funding within the 45-day period or a subsequent 45-day
default period, the applicable option shall terminate. Expenditures in excess of
$650,000 for the exploration and development of the Property in one period may
be carried forward to earn an additional ownership interest pursuant to the
Second Option.
3.4 Upon APAC's exercise of the First Option, the Optionors and Arminex hereby
irrevocably grant to APAC the exclusive right to purchase that number of Shares
(the "Second Option Shares") sufficient to comprise, at the time of exercise and
completion of the Second Option, an additional Eleven percent (11%) equity
interest in Arminex (for an aggregate equity interest of Fifty-one percent (51%)
in Arminex) (the "Second Option"), such Second Option being exercisable on or
before the third anniversary of the Approval Date as more particularly set out
in paragraph 3.5 below.
3.5 In order to exercise the Second Option and earn up to an additional Eleven
percent (11%) ownership interest in Arminex for an aggregate equity interest in
Arminex of Fifty-one percent (51%), APAC must:
(a) have exercised the First Option;
(b) pay to Arminex the aggregate additional amount of One Million
Five Hundred Thousand Canadian Dollars (CDN$1,500,000) as
required by budgets as provided in paragraph 3.5(c) below for
the purpose of carrying out further exploration and
development on all or any of the concessions including the
funding of property maintenance costs for the concessions and
the other reasonable costs of Arminex within the two (2) year
period following the first anniversary of the Approval Date
(the "Second Option Period") as follows:
(i) not less than Seven Hundred Fifty Thousand Canadian
Dollars (CDN$750,000) during the first year of the
Second Option Period, in which case APAC shall have
earned an additional Five percent (55) interest for
an aggregate Forty-five percent (45%) equity interest
in Arminex; and
(ii) not less than a further Seven Hundred Fifty Thousand
Canadian Dollars (CDN$750,000) during the second year
of the Second Option Period;
(c) exploration and development expenditures on the Property will
only be conducted during the Second Option Period in accordance
with budgets and programs approved by Arminex and APAC and these
exploration and development expenses and reasonable costs of
Arminex will be funded by APAC within Forty-five (45) days of a
cash call to APAC from Arminex to provide funding for such
programs or expenses. If APAC fails to provide the required
funding within the 45-day period or a subsequent 45-day default
period, the applicable option shall terminate. Expenditures in
excess of $750,000 for the exploration and development of the
Property in the first year of the Second Option Period may be
carried forward to the second year of the Second Option Period.
All of the foregoing share payments and expenditures will be optional. APAC may
choose not to deliver any shares of APAC to the Optionors or pay moneys to
Arminex to fund exploration and development expenditures under the First Option
and will thereby surrender and terminate the First Option and retain no interest
in Arminex. Alternatively, APAC may decide to deliver that number of shares of
APAC to the Optionors and make the payments to Arminex to fund exploration and
development expenditures to exercise the First Option to earn a Forty percent
(40%) equity interest in Arminex or both the First Option and the Second Option
to earn up to the total Fifty-one percent (51%) equity interest in Arminex, in
accordance with the requirements described in this paragraph 3.5.
3.6 Upon completion of the payment and execution of this Agreement, Arminex
and/or Optionors shall deliver the First Option Shares and Second Option Shares,
duly endorsed for transfer to APAC together with the appropriate corporate
authorizations or resolutions for such transfer, to the Escrow Agent. In the
event Arminex shall issue additional shares or warrants at any time during the
term of this Agreement, Arminex shall deliver to the Escrow Agent additional
share certificates sufficient to assure to APAC Forty percent (40%) and/or
Fifty-one percent (51%) equity interest in Arminex as the case may be. The
Escrow Agent shall hold such shares and authorizations in escrow in accordance
with irrevocable escrow instructions executed by all parties until they have
received written confirmation from APAC that:
(a) APAC has delivered the APAC shares and the balance of Six
Hundred and Fifty Thousand Dollars ($650,000) to Arminex in
full and final payment for the First Option Shares, and upon
receipt of such written confirmation, the Escrow Agent shall
release the First Option Shares to APAC provided that the
Escrow Agent has given at least fifteen (15) days notice to
Arminex; and
(b) APAC has delivered the balance of One Million Five Hundred
Thousand Dollars ($1,500,000) to Arminex in full and final
payment for the Second Option Shares, and upon receipt of such
written confirmation, the Escrow Agent shall release the
Second Option Shares to APAC provided that the Escrow Agent
has given at least fifteen (15) days notice to Arminex.
The parties hereto agree to indemnify and hold the Escrow Agent harmless from
any and all losses, claims, costs, expenses and damages or liabilities which
they may suffer or incur, caused or arising from their acceptance of the terms
of escrow described herein.
3.7 The exercise date (the "Excise Date") for the exercise of the First Option
and Second Option to earn the applicable interest described in this Section 3
shall be five (5) business days after the fulfilment by APAC of the conditions
set forth to earn the applicable interest and, as of such Exercise Date, APAC
will be deemed to have acquired such interest and will be entitled to receive a
transfer from Arminex and/or the Optionors of the appropriate number of Shares
of Arminex and/or Optionors in respect of the interest earned.
3.8 The First Option and Second Option granted to APAC herein are options only,
and no payment of action on the part of APAC obligates APAC to make any further
payment or perform any further act hereunder.
4. PERFORMANCE BONUS
4.1 In the event that, at any time within Five (5) years from the Approval Date,
exploration on any of the concessions comprising the Property has advanced to a
stage where the Arminex attributable interest in a measured or indicated
resource has been outlined to or greater than One (1) million ounces of gold or
gold equivalent, the Optionors shall be entitled to receive a performance bonus.
This bonus entitles Optionors to a one-time payment upon the first discovery and
delineation of such measured or indicated resource. This bonus will be
calculated at $5.00 per ounce (for example, for 1 million ounces of gold or gold
equivalent attributable to the interest of Arminex in such resource, Five (5)
million U.S. dollars), to Arminex of which the Optionors will be paid pro-rata
based on their then current equity interest in Arminex. APAC shall pay such
bonus to Optionors in proportion to their then current shareholdings in Arminex.
APAC will have the option to pay the performance bonus in U.S. dollars or in
free trading common shares of APAC valued at the thirty (3) trading day weighted
average closing price of APAC, prior to the date of public disclosure of the
measured or indicated resource. The bonus in U.S. dollars or issued shares shall
be delivered to the Optionors upon written acceptance from the VSE of a
Technical Report confirming such measured or indicated resources on any of the
concessions included in the Property.
5. REPRESENTATIONS AND WARRANTIES
5.1 The Optionors, jointly and severally, and APAC each represent and warrant to
others as follows:
(a) It validly exists, and is in good standing with respect to its
required filings with all applicable regulatory authorities in
its place of incorporation;
(b) It has the corporate power and authority to enter into this
Agreement and to carry out and implement the terms hereof,
without the prior consent or approval of any other third party
or governmental authority, and its execution and delivery of
this Agreement will not result in its breach of any of its
constating documents, material contracts, permits, licenses,
or concessions, and will not result in the violation of any of
the terms and provisions of any law applicable to it;
(c) This Agreement has been duly executed and delivered by it and
constitutes a valid obligation of it legally binding upon it
and enforceable against it in accordance with its terms;
5.2 The Optionors, jointly and severally represent and warrant to APAC that
Arminex's exploration and mining concessions comprising the Property validly
exist and are in good standing in respect of all required filings with the
applicable regulatory authorities, and Arminex is not in breach or default of
any of the terms and conditions of the concessions comprising the Property, and
the concessions comprising the Property are properly recorded and registered in
title name of Arminex, and are not subject to any lien, charge, or encumbrance
of any nature or kind whatsoever by any other third party, other than normal
governmental royalties under applicable mining law.
6. OPERATOR
6.1 Unless APAC shall notify Optionors that it shall elect to abandon either its
First Option or its Second Option, and otherwise until the exercise of the
Second Option, the Operator shall be APAC. If APAC shall abandon either its
First Option or its Second Option and otherwise after the exercise of the Second
Option, there shall be no Operator, and the activities of Arminex shall be in
the discretion of the Board in accordance with its Articles and bylaws.
6.2 The Operator may at any time on sixty (60) days notice to Arminex resign as
Operator, in which event Arminex shall select another party, person or company
to be operator upon the sixtieth day after receipt of the Operator's notice of
resignation or such sooner date as Arminex may establish and give notice of to
the resigning Operator. The resigning Operator shall thereupon be released and
discharged from all its duties and obligations as Operator on the earlier of
those dates save only as to those duties and obligations that it theretofore
should have performed.
6.3 The new Operator shall assume all the rights, duties, liabilities and status
of the previous operator as provided in the Agreement, without obligation to
retain or hire any of the employees of the former Operator or to indemnify the
former Operator for any costs or expenses which the previous Operator may incur
as a result of the termination of the employment of any of its employees
resulting from this change of Operator, and shall continue to act as Operator
until its replacement of resignation.
6.4 The Operator shall have full right, power and authority to do everything
necessary or desirable to carry out and to determine the manner of the
exploration and development of the Property, and without limiting the generality
of the foregoing, the right, power and authority to:
(a) Regulate access to the Property subject only to the right of
representatives of the parties to have access to the
properties at all reasonable times for the purpose of
inspecting mining work being done thereon but at their own
risk and expense;
(b) Employ and engage such employees, agents and independent
contractors as it may consider necessary or advisable to carry
out its duties and obligations hereunder arid in this
connection to delegate any of its powers and rights to perform
its duties and obligations hereunder, but the Operator shall
not enter into any contractual relationships with the party
except on terms which are commercially competitive;
(c) Execute all documents, deeds, and instruments, do or cause to
be done all such acts and things and give all such assurances
as may be necessary to maintain good and valid title to the
Property and the equipment and facilities thereon and each
party hereby irrevocably constitutes the Operator its true and
lawful attorney to give effect to the foregoing and hereby
agrees to indemnify and save the Operator harmless from any
and all costs, loss or damage sustained or incurred without
gross negligence or bad faith by the Operator directly or
indirectly as a result of its exercise of its powers pursuant
to this subparagraph; and
(d) Conduct such title examinations and cure such title defects as
may be advisable in the reasonable judgment of the Operator.
6.5 The Operator shall have the following duties and obligations during the term
hereof:
(a) To diligently manage, direct and control all exploration,
development and producing operations in and under the Property
in a prudent and workmanlike manner and in compliance with all
applicable laws, rules, orders and regulations;
(b) To prepare and deliver to each of the parties after the
completion of a program, a report containing the engineering
and geological results derived from the mining work just
completed as well as a breakdown of the costs made in carrying
out such work, and such report shall contain any conclusions
reached by the Operator as well as the Operator's
recommendations regarding the next program and budget on the
Property; each report shall be delivered to the parties within
forty-five (45) days of the completion of each program;
(c) Subject to the terms and conditions of this Agreement, to keep
the properties of Arminex in good standing, free and clear of
all liens, charges and encumbrances of every character arising
from operations (except for those which are in effect on the
date of this Agreement or are created pursuant to this
Agreement, liens for taxes not yet due, other inchoate liens
and liens contested in good faith by the Operator) and to
proceed with all diligence to contest or discharge any lien
that is filed by reason of the Operator's failure to perform
its obligations hereunder;
(d) To maintain true and correct books, accounts, and records of
operations hereunder;
(e) To permit one representative of the parties appointed in
writing on not less than two weeks notice and at their expense
to inspect, audit and copy the Operator's accounts and records
relating to the accounting for production or to the
determination of the proceeds from the sale thereof for any
fiscal year of the Operator within nine (9) months following
the end of such fiscal year;
(f) To obtain and maintain or cause any contractor engaged
hereunder to obtain and maintain during any period in which
active mining work is carried out hereunder such insurance
coverage as the Operator deems advisable;
(g) To open and maintain on behalf of Arminex such bank account or
bank accounts as the Operator may direct;
(h) To permit the parties or their representatives appointed in
writing, on not less than two (2) weeks notice, at their own
expense and risk, reasonable access to the Property and all
data derived from carrying out mining work thereon;
(i) To prosecute, and defend but not to initiate without the
consent of Arminex all litigation or administrative
proceedings arising out of the Property, the equipment or
facilities or mining work conducted thereon; and
(j) To transact, undertake and perform all transactions, contract,
employments, purchases, operations, negotiations with third
parties and any other matter or thing undertaken by or on
behalf of Arminex hereunder in Arminex's name.
7. CONDUCT OF THE AFFAIRS OF THE COMPANY
7.1 Prior to the exercise by APAC of its Second Option, the Shareholders shall
vote their Shares so that the Board shall be comprised of three directors and so
that two nominees will be appointed by Optionors, and one nominee will be
appointed by APAC. In the event that a position on the Board shall be open for
any reason whatsoever, the Shareholder whose nominee shall have formerly
occupied such position shall be entitled to nominate a new director to fill such
vacancy. Following the exercise by APAC of its Second Option, the Shareholders
shall vote their Shares to the effect that APAC will be entitled to have its
representatives constitute a majority of the Board.
7.2 Unless otherwise provided herein the conduct of the business of Arminex
shall be governed in accordance with its Articles or by-laws, as the case may
be.
8. INTEREST
8.1 If any Shareholder is required by this Agreement to pay monies to the other
Shareholders, such monies shall bear interest at the prime commercial lending
rate of the bank of Arminex at the time the monies became payable plus 4% per
annum calculated monthly until repayment.
9. TERMINATION
9.1 This agreement shall terminate:
(a) if Arminex ceases to carry on business, has a receiving order
made against it, goes into bankruptcy either voluntarily or
involuntarily or makes a proposal to its creditors;
(b) if the First Option terminates unexercised; and
(c) if the parties hereto consent in writing to the termination
hereof.
10. THIRD PARTY JOINT VENTURES
10.1 Arminex with prior notice to APAC and consultation with APAC, may commit
concessions comprising the Property to joint ventures or joint venture companies
operated by third parties other than APAC upon such reasonable terms as Arminex
shall negotiate in good faith, provided that Arminex shall hold its interests in
such joint ventures or joint venture companies subject to APAC's rights under
this Agreement.
11. GENERAL PROVISIONS
11.1 The parties shall executed such further assurances and other documents and
instruments and do such further and other things as may be necessary to
implement and carry out the intent of this Agreement.
11.2 The provisions herein constitute the entire agreement among the parties and
supersedes all previous expectations, understandings, communications,
representations and agreements whether verbal or written among the parties with
respect to the subject matter hereof.
11.3 If any provisions of this Agreement is unenforceable or invalid for any
reason whatsoever, such unenforceability or invalidity shall not affect the
enforceability or validity of the remaining provisions of this Agreement and
such provisions shall be severable from the remainder of this Agreement.
11.4 Any notice required to be given hereunder by any party shall be deemed to
have been well and sufficiently given if mailed by prepaid registered mail,
telexed or telegraphed to, or delivered at, the address of the other party
hereinafter set forth:
If to APAC Minerals Inc.: 0000 Xxxxx Xxxxxx
Xxxxxxxxx, XX X0X 0X0
If to Arminex S.A.: Xxxxx 000, 0X,
Xxxxxxx, Xxxxxx (0000),
Xxxxxxxxx
If to Lafayette Limited: Trust House, 112 Bonadie Street
Kingstown, St. Xxxxxxx
If to Xxxxxx Xxxxxx: 00 Xxxxxxxx Xxxxx
Xxxxxxx, XX 00000, XXX
or at such other address as the other party may from time to time direct in
writing, and any such notice shall be deemed to have been received, if mailed,
telexed or telegraphed, 48 hours after the time of mailing, telexing or
telegraphing, and if delivered, upon the date of delivery. If normal mail
service, telex service or telegraph service is interrupted by strike, slowdown,
force majeure or other cause, a notice sent by the impaired means of
communication will not be deemed to be received until actually received, and the
party sending the notice shall utilize any other such services which have been
so interrupted or shall deliver such notice in order to ensure prompt receipt
thereof.
11.5 Time shall be of the essence hereof.
11.6 This Agreement shall be governed and construed in accordance with the law
of the Province of British Columbia.
11.7 Should there be a disagreement or a dispute between the parties hereto with
respect to this Agreement or the interpretation thereof, the same shall be
referred to a single arbitrator pursuant to the International Commercial
Arbitration Act of British Columbia, and the determination of such arbitrator
shall be final and binding upon the parties hereto.
11.8 The headings in this Agreement form no part of this Agreement and shall be
deemed to have been inserted for convenience only.
11.9 This Agreement shall enure to the benefit of and be binding upon the
parties and their respective personal representatives, successors and permitted
assigns, as the case may be.
IN WITNESS WHEREOF the parties hereto have executed these presents
under his hand and seat in the case of Gemuts and in the presence of their
proper officers duly authorized in the case of APAC, Arminex and Lafayette, as
of the day and year first above written.
THE COMMON SEAL OF APAC Minerals Inc. was hereunto )
affixed in the presence of: )
)
)
/s/ XXXX XXXXXXXXX )
------------------ )
Xxxx Xxxxxxxxx )
Authorized Signatory ) C/S
)
)
/s/ XXXXXX XXX )
------------- )
Xxxxxx Xxx )
Authorized Signatory )
)
THE CORPORATE SEAL OF ARMINEX S.A. was hereunto affixed )
in the presence of: )
)
/s/ SVEN-XXXX XXXXXXXXXX )
------------------------- )
Sven-Xxxx Xxxxxxxxxx )
Authorized Signatory ) C/S
)
)
)
Authorized Signatory )
)
THE CORPORATE SEAL OF LAFAYETTE LIMITED was hereunto )
affixed in the presence of: )
)
)
/s/ X. XXXXXX )
--------------- )
X. Xxxxxx )
Authorized Signatory ) C/S
)
)
)
Authorized Signatory )
)
SIGNED, SEALED AND DELIVERED by XXXXXX XXXXXX in the )
presence of: )
)
)
"Signed" )
Signature ) /s/XXXXXX XXXXXX
) ----------------
Xxxxxxxx xx Xxxxx 32 "C" ) Xxxxxx Xxxxxx
-------------------------------------------- )
Address )
Medoza (5500) )
-------------------------------------------- )
)
Geologist )
Occupation
APAC MINERALS INC.
0000 Xxxxx Xxxxxx
Xxxxxxxxx, X.X., Xxxxxx, X0X 0X0
Telephone: (000) 000-0000 Fax: (000) 000-0000
November 27, 1998
Arminex X.X.
Xxxxx 000, 0X
Xxxxxxx Ciudad (5500)
Argentina
Attention: Mr. Sven-Xxxx Xxxxxxxxxx
Dear Xx. Xxxxxxxxxx,
RE: APAC Minerals Inc. and its Option Agreement dated October 24, 1998 with
Arminex and its shareholders, S.A., Lafayette Limited and Xx. Xxxxxx Xxxxxx
to acquire a 51% interest in Arminex S.A., which lawfully owns more than 20
exploration and mining concessions in Argentina.
------------------------------------------------------------------------------
Based on our discussion with VSE and its recommendation we would like to amend
Section 4.1 of the Agreement of October 24, 1998 as the following.
"4.1 In the event that, at any time within Five (5) years from the Approval
Date, exploration of any of the concessions comprising the Property has advance
to a stage where the Arminex attributable interest in proven and probable
reserves have been outline to or greater than One (1) million ounces of gold or
gold equivalent, the Optionors shall be entitled to receive a performance bonus.
This bonus entitles Optionors to a one-time payment upon the first discovery and
delineation of such proven and probable reserves. This bonus will be calculated
at $5.00 per ounce (for example, for one (1) million ounces of gold or gold
equivalent attributable to the interest of Arminex in such reserves, Five (5)
million U.S. dollars), to Arminex of which the Optionors will be paid pro-rata
based on their then current equity interest in Arminex, APAC shall pay such
bonus to Optionors in proportion to their then current shareholdings in Arminex.
APAC will have the option to pay the performance bonus in U.S. dollars or in
free trading common shares of APAC valued at the thirty (30) trading day
weighted average closing price of APAC, prior to the date public disclosure of
the proven and probable reserves. The bonus in U.S. dollars or issued shares
shall be delivered to the Optionors upon written acceptance from the VSE of a
Technical Report confirming such proven and probable reserves on any of the
concessions included in the Property."
Please confirm your understanding and agreement with the foregoing by signing
this letter and faxing it to us with the original by mail.
Yours truly,
APAC Minerals Inc.
Per:
/s/ XXXX XXXXXXXXX
----------------
Xxxx Xxxxxxxxx
President
Agreed to and Accepted By
Arminex S.A.
Per:
/s/ SVEN-XXXX XXXXXXXXXX
-----------------------
Sven-Xxxx Xxxxxxxxxx
Lafayette Limited
Per:
/s/ X. XXXXXX
---------------
Xx. Xxxxxx Xxxxxx
THIRD AMENDMENT
TO
OPTION TO PURCHASE AND SHAREHOLDERS AGREEMENT
THIS THIRD AMENDMENT TO OPTION TO PURCHASE AND SHAREHOLDERS AGREEMENT made as of
and effective from the 25th day of March, 1999.
BETWEEN:
APAC MINERALS INC., a body corporate incorporated pursuant to
the laws of the Province of British Columbia and having an
office located at 0000 Xxxxx Xxxxxx, Xxxxxxxxx, X.X., X0X 0X0
("APAC")
OF THE FIRST PART
AND:
ARMINEX S.A., a body corporate incorporated pursuant to the laws of
Argentina and having an office located at Xxxxx 000, 0X, Xxxxxxx,
Xxxxxx (0000), Xxxxxxxxx
("Arminex")
AND:
LAFAYETTE LIMITED, a body corporate incorporated pursuant to the laws
of St. Xxxxxxx, and having an office located at Trust House, 112
Bonadie Street, Kingstown, St. Xxxxxxx
("Lafayette")
OF THE THIRD PART
AND:
XXXXXX XXXXXX, an individual, of 0000 Xxxx Xxxxx, Xxxxxx, Xxxxxxxx,
00000, XXX
("Gemuts")
OF THE FOURTH PART
(Lafayette and Gemuts being collectively referred to as the "Optionors")
WHEREAS:
A. By an Option to Purchase and Shareholders Agreement dated October 24, 1998
(the "Agreement"), the Optionors have granted to APAC an option to acquire
up to 51% of the Shares of Arminex upon certain terms and conditions.
B. APAC, Arminex and the Optionors have agreed to further amend the Agreement
as herein set forth.
NOW THEREFORE THIS THIRD AMENDMENT WITNESSETH that in consideration of the
premises and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, APAC, Arminex, Lafayette and Gemuts agree as
follows:
1. The Agreement is hereby amended by deleting Paragraph 10.1 and replacing
the same with a new Paragraph 10.1 to read as follows:
10.1 Arminex with prior notice to APAC and with prior consultation and
the prior written consent of APAC, which consent may not be
unreasonably withheld by APAC, may commit concessions comprising
the Property to joint ventures or joint venture companies
operated by third parties other than APAC upon such reasonable
terms as Arminex and APAC shall negotiate in good faith, provided
that Arminex shall hold its interest in such joint ventures or
joint venture companies subject to APAC's rights under this
Agreement.
2. All capitalized terms herein shall have the same meaning as attributed to
them in the Agreement.
3. The Agreement and this Third Amendment shall be read together as far as it
is practical as though all of the terms of the Agreement, as amended, and
this Third Amendment to Option to Purchase and Shareholders Agreement were
contained in one document.
4. Except as amended hereby, the provisions of the Agreement, as amended,
remain in full force and effect.
IN WITNESS WHEREOF the parties hereto have executed this Third Amendment to
Option to Purchase and Shareholders Agreement as of and from the date first
above written. IN WITNESS WHEREOF the parties hereto have executed this Third
Amendment to Option to Purchase and Shareholders Agreement as of and from the
date first above written.
THE COMMON SEAL of APAC MINERALS INC. was hereto affixed in )
the presence of its authorized signatories: )
)
)
/s/ XXXX XXXXXXXXX )
-------------------- )
Xxxx Xxxxxxxxx )
Authorized Signatory )
)
)
/s/ XXXXXX XXX )
------------- )
Xxxxxx Xxx )
Authorized Signatory )
)
THE CORPORATE SEAL of ARMINEX S.A. was hereto affixed in the )
presence of its authorized signatories: )
)
/s/ SVEN-XXXX XXXXXXXXXX )
---------------------- )
Sven-Xxxx Xxxxxxxxxx" )
Authorized Signatory )
)
)
----------------------- ) c/s
Authorized Signatory )
)
)
THE CORPORATE SEAL of LAFAYETTE LIMITED was hereto affixed in )
the presence of its authorized signatory: )
)
)
/s/ X. XXXXXX )
--------------- )
X. Xxxxxx ) c/s
Authorized Signatory )
)
)
)
SIGNED, SEALED and DELIVERED by XXXXX XXXXXX in the presence )
of: )
)
)
/s/ AINA LISMANIS )
------------- )
AINA LISMANIS )
Signature )
)
00 Xxxxxxxx Xxxxx /s/ XXXXXX XXXXXX )
Address -------------- )
Xxxxxx Xxxxxx )
Xxxxxxx XX 00000 )
--------------------------------------------
)
)
Biologist )
Occupation )
)
DATED: February ______, 1999
================================================================================
BETWEEN:
APAC MINERALS INC.
OF THE FIRST PART
AND:
ARMINEX S.A.
OF THE SECOND PART
AND:
LAFAYETTE LIMITED
OF THE THIRD PART
AND:
XXXXXX XXXXXX
OF THE FOURTH PART
===============================================================================
AMENDING AGREEMENT
===============================================================================
XXXXXX XXXXX HARWARDT
Barristers and Solicitors
Xxxxx 0000, 0000 Xxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, X.X. X0X 0X0
(000) 000-0000
Attention: Xxxxx X. Xxxxxx
==============================================================================
AMENDING AGREEMENT
THIS AMENDING AGREEMENT made as of and effective from the day of February, 1999
BETWEEN:
APAC MINERALS INC., a body corporate incorporated pursuant to the laws
of British Columbia, and having an office located at 0000 Xxxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0
("APAC")
OF THE FIRST PART
AND:
ARMINEX S.A., a body corporate incorporated pursuant to the laws of
Argentina, and having an office located at Xxxxx 000, 0X, Xxxxxxx,
Xxxxxx (0000), Xxxxxxxxx
("Arminex")
OF THE SECOND PART
AND
LAFAYETTE LIMITED, a body corporate incorporated pursuant to the
laws of St. Xxxxxxx, and having an office located at Trust House,
112 Bonadie Street, Kingstown, St. Xxxxxxx
("Lafayette")
OF THE THIRD PART
AND
XXXXXX XXXXXX, an individual, of 00 Xxxxxxxx Xxxxx, Xxxxxxx, XX 00000,
XXX
("Gemuts")
(Lafayette and Gemuts being collectively referred to as the
"Optionors")
OF THE FOURTH PART
WHEREAS:
A. By Option to Purchase and Shareholders Agreement dated October 24, 1998
(the "Agreement"), the Optionors granted to APAC an option to acquire up to
51% of the Shares of Arminex upon certain terms and conditions;
B. APAX, Arminex and the Optionors have agreed to amend the Agreement as
herein set forth.
NOWTHEREFORE THIS AMENDING AGREEMENT WITNESSETH and in consideration of the
premises and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, APAC, Arminex, Lafayette, and Gemuts agree as
follows:
1. The Agreement is hereby amended by adding the following as paragraph 7A
thereto:
"7A. RESTRICTIONS ON TRANSFER/RIGHT OF FIRST REFUSAL
7A.1 Except as otherwise expressly permitted in this Agreement:
(a) no Shareholder shall sell, transfer or otherwise
dispose or offer to sell, transfer or otherwise
dispose, of any of its Shares unless that Shareholder
(the "Offeror") first offers by notice in writing (the
"Offer") to the other Shareholders (the "Others") pro
rata in accordance with their shareholdings in the
Company the prior right to purchase, receive or
otherwise acquire the same;
(b) the Offer shall set forth:
(i) the Shares offered for sale;
(ii) the consideration therefor expressed only in
lawful money of Canada;
(iii) the terms and conditions of the sale; and
(iv) that the Offer is open for acceptance for a
period of 60 days after receipt of such
Offer by the Others;
(c) any of the Others may accept such Offer and by such
acceptance specify any additional portion of the Shares
offered for sale that such Shareholder is prepared to
purchase in the event that any of the Others fails to
accept such Offer, and if any of the Others fails to
accept such Offer, such Shareholder (pro rata if more
than one) shall be entitled to purchase such additional
portion of the Shares as shall be so available.
(d) if, and to the extent the Offer is not accepted, the
Offeror may sell, transfer or otherwise dispose of its
remaining Shares to any other person, firm or
corporation ("Third Party") only for the consideration
and upon the terms and conditions as set out in the
Offer but only within the period of 90 days after the
expiry of the period for acceptance by the Others and,
if the Offeror does not do so, the provisions of this
paragraph 7A.1 will again become applicable to the
sale, transfer or other disposition of its Shares and
so on from time to time;
(e) nodisposition of any Shares permitted by this paragraph
7A.1 shall be made unless the Third Party shall have
entered into an agreement with the Others by which the
Third Party shall be bound by and entitled to the
benefit of the provisions of this Agreement and the
Others shall enter into such an agreement; and
(f) any Shareholder who shall have disposed of all its
Shares in compliance with the provisions of this
Agreement shall be entitled to the benefit of and be
bound by only the rights and obligations which arose
pursuant to this Agreement prior to such disposition.
7A.2 Any Shareholder may sell, transfer or otherwise dispose of the
whole or any part of its Shares to any of its Affiliates
provided that the Shareholder and the Affiliate enter into an
agreement with the other Shareholders that:
(a) the Affiliate will remain such so long as the Affiliate
holds the Shares or any part thereof;
(b) prior to the Affiliate ceasing to be such, the
Affiliate will transfer its Shares back to the
Shareholder or to another Affiliate of the Shareholder
provided that such other Affiliate enters into a
similar agreement with the other Shareholders; and
(c) the Affiliate will otherwise be bound by and have the
benefit of the provisions of this Agreement.
7A.3 Any sale, transfer or other disposition referred to in
paragraph 7A.2 shall not release the Shareholder from his
obligations hereunder.
7A.4 Except as specifically provided herein, no Shareholder shall
mortgage, pledge, charge, hypothecate or otherwise encumber
his Shares or any part thereof without the prior written
consent thereto of the other Shareholders, which consent may
not be arbitrarily or unreasonably withheld.
For greater certainty, the Optionors and Arminex hereby confirm and
acknowledge that, for the purposes of the provisions of this paragraph
7A only, APAC shall be deemed to be a Shareholder as of and from the
date of the Agreement."
2. All capitalized terms herein shall have the same meaning as attributed to
them in the Agreement.
3. The Agreement and this Amending Agreement shall be read together as far as
it is practical as though all of the terms of the Agreement and this
Amending Agreement were contained in one document.
4. Except as amended hereby, the provisions of the Agreement remain in full
force and effect.
IN WITNESS WHEREOF the Parties hereto have executed this Amending Agreement as
of and from the date first above written.
THE COMMON SEAL OF APAC MINERALS INC. was hereunto )
affixed in the presence of its authorized signatories: )
)
-------------------------------------- )
Authorized Signatory )
) C/S
-------------------------------------- )
Authorized Signatory )
)
THE CORPORATE SEAL OF ARMINEX S.A. was hereunto affixed )
in the presence of its authorized signatories: )
)
-------------------------------------- )
Authorized Signatory )
) C/S
-------------------------------------- )
Authorized Signatory )
)
THE CORPORATE SEAL OF LAFAYETTE LIMITED was hereunto )
affixed in the presence of its authorized signatory: )
)
-------------------------------------- )
Authorized Signatory ) C/S
)
SIGNED, SEALED AND DELIVERED by XXXXXX XXXXXX in the )
presence of: )
)
-------------------------------------- )
Signature )
-------------------------------------- ) -----------------
Address ) XXXXXX XXXXXX
-------------------------------------- )
Occupation )
===============================================================================
DATED: June 4, 1999
===============================================================================
BETWEEN:
APAC MINERALS INC.
OF THE FIRST PART
AND:
ARMINEX S.A.
OF THE SECOND PART
AND:
LAFAYETTE LIMITED
OF THE THIRD PART
AND:
XXXXXX XXXXXX
OF THE FOURTH PART
================================================================================
FOURTH AMENDMENT TO OPTION TO PURCHASE
AND SHAREHOLDERS AGREEMENT
===============================================================================
Xxxxxx Xxxxx Harwardt
Barristers and Solicitors
Xxxxx 0000, 0000 Xxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, X.X. X0X 0X0
(000) 000-0000
===============================================================================
FOURTH AMENDMENT TO OPTION TO PURCHASE AND
SHAREHOLDERS AGREEMENT
THIS FOURTH AMENDING AGREEMENT made the 4th day of June, 1999.
BETWEEN:
APAC MINERALS INC., a body corporate incorporated pursuant
to the laws of the Province of British Columbia and having
an office located at Xxxxx 0000 - 000 Xxxxxx Xxxxxx,
Xxxxxxxxx, X.X., X0X 0X0
(hereinafter called "APAC")
OF THE FIRST PART
AND:
ARMINEX S.A., a body corporate incorporated pursuant to the
laws of Argentina and having an office located at Xxxxx 000,
0X, Xxxxxxx, Xxxxxx (0000), Xxxxxxxxx
(hereinafter called "Arminex")
OF THE SECOND PART
AND:
LAFAYETTE LIMITED, a body corporate incorporated pursuant to
the laws of St. Xxxxxxx, and having an office located at
Trust House, 112 Bonadie Street, Kingstown, St. Xxxxxxx
(hereinafter called "Lafayette")
OF THE THIRD PART
AND:
XXXXXX XXXXXX, an individual, of 00 Xxxxxxxx Xxxxx, Xxxxxxx,
Xxx Xxxx, 00000, XXX
(hereinafter called the "Gemuts")
OF THE FOURTH PART
(Lafayette and Gemuts being collectively referred to herein as the "Optionors")
WHEREAS:
A. Pursuant to an Option to Purchase and Shareholders Agreement dated October
24, 1998, as amended November 27, 1998, February 6, 1999, and March 25,
1999 (collectively, the "Agreement"), the Optionors have granted to APAC
certain exclusive options to acquire up to Fifty-One percent (51%) of the
total issued and outstanding shares of Arminex, consisting of One Thousand
(1,000) common shares (the "Shares"), as follows:
No. of Shares Percentage Interest in Shares
---------------- --------------------------------------------
400 Forty percent (40%) (the "First Option");
110 Eleven percent (11%) (the "Second Option");
upon the terms and conditions contained in the Agreement;
B. The parties have agreed to further amend the Agreement to provide for the
grant by the Optionors to APAC of a further exclusive option to purchase
the remaining Forty-Nine percent (49%) interest in the Shares being, for
greater certainty, an additional 490 common shares of Arminex, for an
aggregate One Hundred percent (100%) equity interest in Arminex, upon the
terms and conditions set out below.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the sum of
One Dollar ($1.00) in lawful money of Canada now paid by APAC, the receipt and
sufficiency of which is hereby acknowledged by Arminex and the Optionors, and
the mutual promises herein contained, the parties hereto agree each with the
other as follows:
1. DEFINITIONS
1.1 In this Fourth Amending Agreement, all defined words and phrases will have
the same meanings as set forth in the Agreement, except as expressly
amended hereby.
2. OPTION TO PURCHASE SHARES
2.1 The Optionors and Arminex hereby irrevocably grant to APAC the exclusive
option to purchase, provided that APAC has first exercised both the First
Option and the Second Option, the remaining Forty-Nine percent (49%)
interest in the Shares being, for greater certainty, an additional 490
common shares of Arminex (the "Third Option Shares"), for an aggregate One
Hundred percent (100%) equity interest in Arminex (the "Third Option"),
such Third Option being exercisable within six (6) months of the date that
APAC exercises the Second Option.
2.2 APAC may exercise the Third Option by the payment to the Optionors of the
sum of Five Hundred Thousand Dollars (CDN$500,000) in lawful money of
Canada, and the issuance to the Optionors of Five Million (5,000,000)
common shares in the capital stock of APAC (the "APAC Shares"), provided
that APAC may exercise the Third Option only if:
(a) the average closing price of APAC's common shares as listed on the
Vancouver Stock Exchange, or any other public stock exchange which
trades the highest volume of such shares (the "Exchange"), for the
twenty (20) trading days preceding the date of exercise, is at least
CDN$1.00 per share; and
(b) APAC will have filed a current Annual Information Form with the
British Columbia Securities Commission.
2.3 The conditions precedent to the exercise by APAC of the Third Option
described in sub-paragraphs 2.2(a) and (b) above, have been inserted for
the benefit of the Optionors and Arminex and may be waived by them in whole
or in part at any time.
2.4 The issuance of the APAC Shares to the Optionors is first subject to the
prior acceptance for filing by the Exchange of an independent technical
report, satisfactory to the Exchange, which establishes a minimum value of
no less than Five Million Five Hundred Thousand Dollars ($5,500,000) in
lawful money of Canada, for the Forty-Nine percent (49%) interest in the
Shares.
3. ESCROW OF SHARES
3.1 Upon execution of this Fourth Amending Agreement, the Optionors shall
deliver the Third Option Shares, duly endorsed for transfer to APAC
together with the appropriate corporate authorizations or resolutions for
such transfer, to SBH Fiduciary Services Ltd. (the "Escrow Agent"), who
shall hold such shares and authorizations in escrow until they have
received written confirmation from APAC that APAC has delivered the balance
of Five Hundred Thousand Dollars (CDN$500,000) in lawful money of Canada
and the APAC Shares to the Optionors in full and final payment for the
Third Option Shares, and upon receipt of such written confirmation, the
Escrow Agent shall be at liberty to release the Third Option Shares to APAC
provided that the Escrow Agent has given at least fifteen (15) days notice
thereof to the Optionors and provided that the Optionors have not objected
to the release of the Third Option Shares to APAC within that time. The
parties hereto agree to indemnify and hold the Escrow Agent harmless from
any and all losses, claims, costs, expenses and damages or liabilities
which they may suffer or incur, caused or arising from their acceptance of
the terms of the escrow described herein.
4. REPRESENTATIONS AND WARRANTIES
4.1 The Optionors, jointly and severally, represent and warrant to APAC as
follows:
(a) Arminex validly exists, and is in good standing with respect to
its required filings with all applicable regulatory authorities
in Argentina;
(b) The Optionors are the legal and beneficial owners of the Shares,
which are free and clear of all liens charges or encumbrances of
any nature or kind whatsoever;
(c) Arminex has the corporate power and authority to enter into this
Fourth Amending Agreement and to carry out and implement the
terms hereof, without the prior consent or approval of any other
third party or governmental authority, and the execution and
delivery of this Fourth Amending Agreement by the Optionors and
Arminex will not result in the breach by either the Optionors or
Arminex of any material contracts, permits, licenses, or
concessions, or of Arminex' constating documents, and will not
result in the violation of any of the terms and provisions of any
law applicable to Arminex;
(d) This Fourth Amending Agreement has been duly executed and
delivered by the Optionors and Arminex and constitutes a valid
obligation of the Optionors and Arminex legally binding upon them
and enforceable against them in accordance with its terms;
(e) the exploration and mining concessions comprising the Property
validly exist and are in good standing in respect of all required
filings with the applicable regulatory authorities, and Arminex
is not in breach or default of any of the terms and conditions of
the concessions comprising the Property, and the concessions
comprising the Property are properly recorded and registered in
the name of Arminex, and are not subject to any lien, charge, or
encumbrance of any nature or kind whatsoever by any other third
party, other than normal governmental royalties under applicable
mining law.
4.2 The representations and warranties of the Optionors contained in this
Fourth Amending Agreement are made with the intent that they may be relied
upon by APAC for the purpose of its investment in Arminex, and the
Optionors hereby agree to jointly and severally indemnify APAC against all
losses, claims, costs, expenses and damages or liabilities which it may
suffer or incur, caused or arising from its reliance thereon and the
Optionors further agree that such representations and warranties will be
true as at the closing date of APAC's acquisition of the Third Option
Shares and will have the same force and effect as if they had been made by
the Optionors at the closing date and that the representations and
warranties of the Optionors shall survive the purchase by APAC of the Third
Option Shares and shall continue in full force and effect notwithstanding
any subsequent disposition by APAC of such shares. 5. GENERAL
PROVISIONSGENERAL PROVISIONS
5.1 The parties hereto hereby agree and confirm that:
(i) the Eight Hundred Thousand (800,000) common shares of APAC
which may be issued pursuant to the provisions of paragraph
3.2(b) of the Option to Purchase and Shareholders Agreement
dated October 24, 1998;
(ii) those common shares of APAC which may be issued pursuant to
the provisions of paragraph 4.1 of the subject Option to
Purchase and Shareholders Agreement; and
(iii) the Five Million (5,000,000) common shares of APAC which may
be issued pursuant to the provisions of paragraph 2.2 of this
Fourth Amendment to Option to Purchase and Shareholders
Agreement;
shall, on the date of issuance of any such shares, be issued as fully paid and
non-assessable common shares, which common shares shall be listed and posted for
trading on the Vancouver Stock Exchange or on any other recognized stock
exchange, the NASDAQ, or the Canadian Dealer Network.
5.2 The parties shall execute such further assurances and other documents and
instruments and do such further and other things as may be necessary to
implement and carry out the intent of this Fourth Amending Agreement.
5.3 Any notice required to be given hereunder by any party shall be deemed to
have been well and sufficiently given if mailed by prepaid registered mail,
telexed or telegraphed to, or delivered at, the address of the other party
as set out in the Agreement.
5.4 Time shall be of the essence hereof.
5.5 This Fourth Amending Agreement shall be governed and construed in
accordance with the law of the Province of British Columbia.
5.6 Except as expressly amended hereby, the Agreement is hereby ratified,
confirmed and approved.
5.7 This Fourth Amending Agreement and the obligations of APAC hereunder are
first subject to the prior acceptance of this Fourth Amending Agreement by
the Vancouver Stock Exchange. APAC will use its best efforts to obtain such
acceptance as soon as practicable after the execution hereof.
5.8 The Third Option granted to APAC herein is an option only, and no payment
or action on the part of APAC obligates APAC to make any further payment or
perform any further act hereunder. 5.9 This Fourth Amending Agreement shall
enure to the benefit of and be binding upon the parties hereto and their
respective personal representatives, successors and permitted assigns, as
the case may be.5.9 This Fourth Amending Agreement shall enure to the
benefit of and be binding upon the parties hereto and their respective
personal representatives, successors and permitted assigns, as the case may
be.
IN WITNESS WHEREOF the parties hereto have executed these presents under
his hand and seal in the case of Gemuts and in the presence of their proper
officers duly authorized in the case of APAC, Arminex and Lafayette, as of the
day and year first above written.
THE COMMON SEAL of APAC MINERALS INC. was hereto affixed in )
the presence of its authorized signatories: )
)
)
---------------------------- )
Authorized Signatory )
)
____________________________ ) c/s
Authorized Signatory )
)
THE CORPORATE SEAL of ARMINEX S.A. was hereto affixed in the )
presence of its authorized signatories: )
)
)
---------------------------- )
Authorized Signatory )
)
____________________________ ) c/s
Authorized Signatory )
)
)
THE CORPORATE SEAL of LAFAYETTE LIMITED was hereto affixed in )
the presence of its authorized signatory: )
)
)
____________________________ ) c/s
Authorized Signatory )
)
)
)
SIGNED, SEALED and DELIVERED by XXXXX XXXXXX in the presence )
of: )
)
)
---------------------------- )
Signature )
)-----------
____________________________ )XXXXX XXXXXX
Address )
)
---------------------------- )
)
)
---------------------------- )
Occupation )
)