Exhibit 10.11
THIS THIRD AMENDMENT TO OPTION AGREEMENT (the "Third Amendment") is made
and entered into effective December 20, 2002, by and among Atlas Precious Metals
Inc., a Nevada corporation ("APMI") and Atlas Minerals Inc., a Colorado
corporation ("AMI"; AMI and APMI will be collectively referred to hereinafter as
"Atlas"), and Seabridge Gold Inc. (formally known as Seabridge Resources Inc.),
a company incorporated under the laws of Canada ("SGI") and Seabridge Gold
Corporation, a Nevada corporation 100% and wholly-owned by SGI ("SGI"; SGI and
SGC will be collectively referred to hereinafter as "Seabridge").
RECITALS
A. Atlas and Seabridge entered into an Option Agreement dated effective as
of February 14, 2000 (the "Agreement"), pursuant to which Atlas granted to
Seabridge an exclusive option (the "Option") to purchase the interests held by
Atlas in certain unpatented mining claims, fee lands and related assets located
in Malheur County, Oregon (collectively, the "Property").
B. Pursuant to the Agreement (as modified by the first amendment, effective
December 31, 2000 and the second amendment, effective July 31, 2001, in order to
keep the Option in effect, Seabridge is required to timely make certain periodic
payments (the "Option Payments") to Atlas.
C. The parties now desire to modify the Agreement to extend the term of the
Option and provide for an additional Option Payment to be made.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants, conditions and obligations contained in this Amendment, the receipt
and sufficiency of which the parties hereby acknowledge, the parties hereto
agree to amend the Agreement as follows:
1. Section 1.3 of the Agreement is hereby revised to read as follows:
The term of the Option (the "Option Period") shall commence upon the
Effective Date, and shall continue through and including the earlier of (a) the
date the Option is exercised, (b) the date this Agreement is terminated pursuant
to Sections 7.1 or 7.2, or (c) March 31, 2003
2. Section 1.4 of the Agreement is hereby revised to read as follows:
SGI agrees to timely make the following payments to Atlas during the Option
Period:
On or Before Amount of Payment
December 31, 2002 U.S.$300,000
The above-referenced payment (the "Option Payment") shall not be credited
against the Purchase Price. In addition, the Option Payment shall not be
refundable to SGI, whether or not it exercises the Option. In the event SGI
fails to timely make the Option Payment, Atlas may elect to terminate this
Agreement pursuant to the provisions of Section 7.2 hereof.
3. Section 1.2 of the Agreement is replaced in its entirety as follows:
The purchase price (the "purchase Price") for the purchase of the Property
to be acquired by Seabridge if it exercises the Option shall be US$600,000
payable by delivery to Atlas at the Closing.
4. Section 1.7(b) of the Agreement is replaced in its entirety as follows:
Six Hundred Thousand Dollars (U.S.$600,000) by wire transfer in immediate
available funds.
5. Section 2.1(d) of the Agreement is hereby revised to read as follows:
To the extent the Agreement remains in effect during any portion of the
month of February of any calendar year, Seabridge shall be financially
responsible for the annual payments to the Oregon Department of Geology and
Mineral Industries due on or before February 28th of each such year in order to
maintain the exploration permits listed on Exhibit C (the "Exploration
Permits"). Not later than February 10th of each such year, Seabridge shall
forward to Atlas a wire transfer (in accordance with written instructions to be
provided by Atlas) in the amount of each of those payments (as set forth on
Schedule 2.1 or as provided in written notice from Atlas to Seabridge). If the
required amount is timely forwarded to Atlas, Atlas shall then be obligated to
timely make the required payments not later than February 15th, and to provide
evidence of such payments to Seabridge not later than February 20th.
Except as set forth above, the parties hereby ratify and confirm all of the
terms and conditions of the Agreement (as previously amended).
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed on the date first above written.
ATLAS MINERALS INC.
A Colorado corporation
By: /s/ X.X. Xxxxxx
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H. Xxx Xxxxxx
Chairman and Chief Executive Officer
ATLAS PRECIOUS METALS INC.
A Nevada corporation
By: /s/ X.X. Xxxxxx
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H. Xxx Xxxxxx
Chairman and Chief Executive Officer
SEABRIDGE GOLD INC.
A Canada corporation
By: /s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx
Chairman and Chief Executive Officer
SEABRIDGE GOLD CORPORATION
By: /s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx
Chairman and Chief Executive Officer
