MINERAL OPTION AMENDING AGREEMENT
THIS AGREEMENT is dated as of the 3rd day of February, 2003
BETWEEN:
Spirit Energy Corp (formerly Whitegold Natural Resource Corp.),
--------------------------------------------------------------
of Xxxxx 000, 000 Xxxx Xxxxxx, Xxxxxxxxx,
Xxxxxxx Xxxxxxxx, X0X 0X0
(the "Optionor")
OF THE FIRST PART
AND:
Big Cat Mining Corporation,
--------------------------------------------------------------
of 0000 Xxxxxxx Xxxx, Xxxxxxxx, Xxxxxxx, X0X 0X0
(the "Optionee")
OF THE SECOND PART
WHEREAS:
A. The Optionor and the Optionee are parties to an option agreement dated
September 28, 2001 (the "Option Agreement");
B. The Optionor and the Optionee wish to amend certain terms of the exercise of
the option.
NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the sum of
$1,000.00 paid by the Optionee to the Optionor (the receipt and sufficiency of
which is acknowledged) the parties mutually covenant and agree as follows:
1. AMENDMENT OF OPTION AGREEMENT
1.1 Paragraph 4(b) of the Option Agreement is amended to read as follows:
"(b) The Option shall be fully exercised by the Optionee incurring
Exploration Expenditures of $3,500,000 on the Property as follows:
(A) $50,000 on or before March 1, 2004;
(B) a further $100,000 on or before December 31, 2004;
(C) a further $350,000 on or before December 31, 2005;
(D) a further $1,000,000 on of before December 31, 2006; and
(E) a further $2,000,000 on or before December 31, 2007.
In the event that the Optionee spends, in any of the above
periods, less than the specified sum, it may pay the Optionor the
difference between the amount it actually spent and the specified
sum before the expiry of that period in full satisfaction of the
expenditures specified. In the event that the Optionee spends, in
any period, more than the specified sum, the excess shall be
carried forward and applied to the expenditures to be made in
succeeding periods."
2
1.2 Schedule "A" is amended to read as follows:
Tenure No. Claim Name Expiry Date Units Tag No.
-------------- ------------ --------------- -------- -----------
334360 ISK 1 2005/12/15 20 227242
-------------- ------------ --------------- -------- -----------
334361 ISK 2 2005/12/15 20 227224
-------------- ------------ --------------- -------- -----------
334362 ISK 3 2005/12/15 20 227243
-------------- ------------ --------------- -------- -----------
334362 ISK 4 2005/12/15 18 227245
-------------- ------------ --------------- -------- -----------
342825 ISK 5 2005/03/03 16 227213
-------------- ------------ --------------- -------- -----------
343826 ISK 6 2005/03/03 16 227224
-------------- ------------ --------------- -------- -----------
349262 Grizzly 2002/08/10 5 228114
-------------- ------------ --------------- -------- -----------
349836 BRIL 1 2005/08/15 1 669160M
-------------- ------------ --------------- -------- -----------
349837 BRIL 2 2005/08/15 1 669161M
-------------- ------------ --------------- -------- -----------
349838 BRIL 3 2005/08/15 1 669162M
-------------- ------------ --------------- -------- -----------
349839 BRIL 4 2005/08/16 1 669163M
-------------- ------------ --------------- -------- -----------
349840 XXXX 1 2005/08/16 1 669164M
-------------- ------------ --------------- -------- -----------
349841 XXXX 2 2005/08/16 1 669165M
-------------- ------------ --------------- -------- -----------
349842 XXXX 3 2005/08/16 1 669200M
-------------- ------------ --------------- -------- -----------
1.3 Other than as amended by this Mineral Option Amending Agreement, all
provisions, terms and conditions of the Option Agreement remain in full
force and effect.
2. MISCELLANEOUS
2.1 Notices. Any notice required or permitted to be given under this Agreement
shall be in writing and may be given by delivering same or mailing same by
registered mail or sending same by telegram, telex, facsimile or other
similar form of communication to the following addresses:
The Optionor: Spirit Energy Corp.
Xxxxx 000, 000 Xxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx
X0X 0X0
Facsimile: (000)000-0000
The Optionee: Big Cat Mining Corporation
0000 Xxxxxxx Xxxx
Xxxxxxxx, Xxxxxxx
X0X 0X0
Facsimile No. (000)000-0000
Any notice so given shall:
(a) if delivered, be deemed to have been given at the time of
delivery;
3
(b) if mailed by registered mail, be deemed to have been given on the
fourth business day after and excluding the day on which it was
so mailed, but should there be, at the time of mailing or between
the time of mailing and the deemed receipt of the notice, a mail
strike, slowdown or other labour dispute which might affect the
delivery of such notice by the mails, then such notice shall be
only effective if actually delivered; and
(c) if sent by telegraph, telex, facsimile or other similar form of
communication, be deemed to have been given or made on the first
business day following the day on which it was sent.
Any party may give written notice of a change of address in the aforesaid
manner, in which event such notice shall thereafter be given to such party as
above provided at such changed address.
2.2 Amendments. Neither this Agreement nor any provision hereof may be amended,
waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against whom enforcement of the amendment,
waiver, discharge or termination is sought.
2.3 Entire Agreement. This Agreement embodies the entire agreement and
understanding between the parties hereto and supersedes all prior
agreements and undertakings, whether oral or written, pertaining to the
subject matter hereof.
2.4 Action on Business Day. If the date upon which any act or payment hereunder
is required to be done or made falls on a day which is not a business day,
then such act or payment shall be performed or made on the first business
day next following.
2.5 No Merger of Judgment. The taking of a judgment on any covenant contained
herein or on any covenant set forth in any other security for payment of
any indebtedness hereunder or performance of the obligations hereby secured
shall not operate as a merger of any such covenant or affect the Optionee's
right to interest at the rate and times provided in this Agreement on any
money owing to the Optionee under any covenant herein or therein set forth
and such judgment shall provide that interest thereon shall be calculated
at the same rate and in the same manner as herein provided until such
judgment is fully paid and satisfied.
2.6 Severability. If any one or more of the provisions of this Agreement should
be invalid, illegal or unenforceable in any respect in any jurisdiction,
the validity, legality or enforceability of such provision shall not in any
way be affected or impaired thereby in any other jurisdiction and the
validity, legality and enforceability of the remaining provisions contained
herein shall not in any way be affected or impaired thereby.
2.7 Legal Fees. Notwithstanding anything in the Option Agreement to the
contrary, each party shall be responsible for the payment of its own legal
fees.
2.8 Successors and Assigns. This Agreement shall enure to the benefit of and be
binding upon all parties hereto and their respective successors and
assigns, as the case may be.
2.9 Governing Law. This Agreement shall be governed by and be construed in
accordance with the laws of the Province of British Columbia and the
parties hereto agree to submit to the jurisdiction of the courts of the
Province of British Columbia with respect to any legal proceedings arising
herefrom.
2.10 Time. Time is of the essence of this Agreement.
2.11 Headings. The headings of the paragraphs of this Agreement are inserted for
convenience only and do not define, limit, enlarge or alter the meanings of
any paragraph or clause herein.
4
2.12.Currency. All dollar amounts expressed herein refer to lawful currency of
Canada.
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be duly
executed and delivered as of the day and year first written above.
Spirit Energy Corp.
Per:
/s/Xxxxx Xxxxxxxx
-----------------
Xxxxx Xxxxxxxx
Big Cat Mining Corporation
Per:
/s/Xxxx Xxxxx
-----------------
Xxxx Xxxxx
