Contract
AMENDMENT
TO THE EXPLORATION AND OPTION TO PURCHASE MINING CONCESSIONS AGREEMENT ENTERED
INTO BY AND BETWEEN COMPAÑIA MINERA HUAJICARI, S.A. DE C.V., HEREBY REPRESENTED
BY XX. XXXXXXX XXXXXXXX XXXXXXXX (HEREINAFTER “HUAJICARI”) AND NAYARIT GOLD DE
MEXICO, S.A. DE C.V., HEREBY REPRESENTED BY MR. COLIN XXXX XXXXXXXXXX
(HEREINAFTER “NAYARIT”), IN TERMS OF THE FOLLOWING DECLARATIONS AND
CLAUSES:
DECLARATIONS
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I.
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Both
parties declare that:
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I.1
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On
May 8, 2008 they entered into an Exploration and Option to Purchase Mining
Concessions Agreement (hereinafter the “Agreement”) by which HUAJICARI
conveyed to NAYARIT the exclusive right to perform mining activities in
the mining claims covered by the following mining concessions (hereinafter
the “MINING CONCESSIONS”), which are located at the Municipality of
Acaponeta, State of Nayarit, with the option to acquire the rights
deriving from the MINING CONCESSIONS upon compliance of several
obligations:
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NAME OF THE CLAIM
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TITLE NUMBER
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SURFACE (HS)
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San
Xxxx Fracc. I
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205392
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1,371.7580
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Xxx
Xxxxxxxxx Xxxx
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000000
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32.7243
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Isis
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214395
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101.3390
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San
Xxxxxx
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224392
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1,178.00
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Xxx
Xxxx Xxxxx. XX
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000000
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.8091
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San
Xxxx I
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221365
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45.6307
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I.2
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Due
to the results obtained in the exploration of the MINING CONCESSIONS and
being convenient to their mutual interests, on December 10, 2009, the
parties amended paragraph 6.1.1 of clause sixth of the Agreement regarding
the purchase price and they wish to amend it again in the terms indicated
below.
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In accordance with the above mentioned
Declarations, the parties hereto agree in the terms of the
following:
CLAUSES
FIRST. The parties
hereby agree to amend paragraph 6.1.1 of clause sixth of the Agreement to be
read as follows:
“CLAUSE
6. PRICE.
6.1 .
.. .
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6.1.1
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The
total amount of US$2’500,000 (Two Million Five Hundred Thousand Dollars,
legal currency of the USA), as
follows:
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(a)
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US$500,000.00
(Five Hundred Thousand Dollars, legal currency of the
USA), upon execution of this
Agreement;
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(b)
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Two
installments of US$500,000.00 (Five Hundred Thousand Dollars, legal
currency of the USA), one on November 8, 2008 and the other on May 8,
2009;
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(c)
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US$250,000.00
(Two Hundred and Fifty Thousand Dollars, legal currency of the USA), on
January 31, 2010;
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(d)
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US$250,000.00
(Two Hundred and Fifty Thousand Dollars, legal currency of the USA), on
the date in which the merger between the holding company of NAYARIT,
Nayarit Gold Inc. and Capital Gold Inc. is closed, which is expected to
occur no later than July 31, 2010;
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(e)
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US$250,000.00
(Two Hundred and Fifty Thousand Dollars, legal currency of the USA), on
August 31, 2010; and
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(f)
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US$250,000.00
(Two Hundred and Fifty Thousand Dollars, legal currency of the USA), on
October 31, 2010.
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NAYARIT
shall pay to HUAJICARI, over the amounts established in paragraphs (d), (e)
and (f) and on the corresponding payment dates (considering the
extensions established below), ordinary interests equivalent to the LIBOR (London InterBank Offered Rates) interest rate, as such
rate appears published on the Reuters screen at approximately 11:00 AM (London
time), plus 4 points.
NAYARIT
will have an additional term of 10 (ten) calendar days without liability
following the termination of each one of the above mentioned periods to provide
the corresponding payment; however, the parties agree that such additional term
may be extended up to 30 (thirty) calendar days, provided that Nayarit notifies
in advance to HUAJICARI about the circumstances preventing the payment. In the
event that NAYARIT does not pay within the 30 (thirty) days mentioned before,
this Agreement will be automatically rescinded.
2
6.1.2 .
.. .
6.1.3 .
.. .”
SECOND. The
Declarations and Clauses of the Agreement that are not amended or added by this
Amendment, shall keep effective in the terms established thereat.
The
parties hereby sign this Amendment on the date and place indicated
below.
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HUAJICARI
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NAYARIT
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Compañía
Minera Huajicari, S.A.
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Nayarit
Gold de México, S.A. de C.V.
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de
C.V.
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/s/
Ing. Xxxxxxx Xxxxxxxx Xxxxxxxx
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/s/
Colin Xxxx Xxxxxxxxxx
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Ing.
Xxxxxxx Xxxxxxxx Xxxxxxxx
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Xx.
Xxxxx Xxxx Xxxxxxxxxx
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Representative
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Representative
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Place
and date: June, 2010
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Place
and date: June,
2010
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3
