EXHIBIT 10.1.2
ADDENDUM
TO THE JOINT ACTIVITY AGREEMENT DATED AUGUST 30, 2004
Tomsk April 22, 2005
CIGMA METALS CORPORATION, a corporation listed in the U.S.A. (hereinafter,
"CIGMA"), represented by Xx. Xxxx Xxxxx, Managing Director, and
OOO SIENCE-INDUSTRIAL CORPORATION GEOSPHERA, an entity registered in Russia
(hereinafter, "GEOS"), represented by Ms. Anastasia Evgenyevna Pavlova,
Director, acting pursuant to the Charter,
which are hereinafter referred to as the "Parties" have agreed to amend the
Joint Activity Agreement and execute this Addendum on the following:
1. Section 6.2. of the Joint Activity Agreement shall be amended and read
as follows:
"Upon the establishment of the new venture and re-issuance of the license,
CIGMA shall enter into the Joint Activity Agreement with the new venture where
CIGMA will contribute US$ 50,000 and the new venture will contribute a license
carrying the right to use subsoil resources in the Haldeevskaya area. Following
the execution of said agreement by the Parties, SIGMA shall remit US$ 50,000 to
the currency-denominated account of the new entity. This amount shall ensure
pre-field preparations and preparations for drilling operations in the
Haldeevskaya area.
Subject to the Parties' performance under section 6.1., CIGMA shall invest
US$ 300,000 in the new venture during 2005 in accordance with the approved
Budget, with an emphasis on drilling-related operations in summer time. If such
financing is not provided in full, CIGMA shall return to GEOS 60% of its
ownership interest in the new venture. The distribution of the ownership
interests shall then be as follows:
GEOS - eighty percent (80%) of the charter capital of the new venture;
CIGMA - twenty percent (20%) of the charter capital of the new venture."
2. Section 6.4 of the Joint Activity Agreement shall be amended and read as
follows:
"Subject to the Parties' performance under section 6.1., CIGMA shall invest
further US$ 2,450,000 during 2006 into the development of the Haldeevskaya area.
In this respect, GEOS ownership interest may not be reduced below 20% of the
charter capital of the new venture.
Subject to the obtaining of financing under section 6.2 and financing of
less than US$ 1,500,000 in 2006, SIGMA shall return to GEOS 30% of its ownership
interests in the new venture. The distribution of the ownership interests shall
then be as follows:
GEOS - fifty percent (50%) of the charter capital of the new venture;
CIGMA - fifty percent (50%) of the charter capital of the new venture."
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3. This Addendum shall constitute an integral part of the Joint Activity
Agreement dated August 30, 2004. The terms and conditions set out herein must
also be incorporated into the foundation documents of the new venture where
SIGMA is accepted as a founding party of that entity. All other terms and
conditions of the Joint Activity Agreement shall remain unchanged.
XXXX XXXXX XXXXXXXXX XXXXXXX
DIRECTOR, DIRECTOR, SCIENCE-INDUSTRIAL CORPORATION
CIGMA METALS CORPORATION GEOSPHERA LTD.
/s/ Xxxx Xxxxx /s/ Xxxxxxxxx Xxxxxxx
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