ASSIGNMENT AGREEMENT
Exhibit
10.13
Exhibit
10.13 - 1
THIS ASSIGNMENT AGREEMENT dated as of the 29th day of February,
2008,
BETWEEN:
|
SOLTERA MINING CORP., a
company incorporated under the laws of the State of Nevada and having an
office located at 1005 – 000 Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx,
X0X 0X0
|
(“Soltera”)
AND:
|
XXXXX XXXXXXXXX, a
businessman with Italian Passport No. E571059 with current domicile at Xxx
xx Xxxxxxxx 0, Xx. 00000 Xxxxxxxx,
Xxxxx
|
(the “Assignor”)
A. the
Assignor has granted an option to acquire a 25% interest in certain mineral
property in Argentina (the “Claims”) pursuant to the terms
and conditions of an option agreement dated March 21, 2007 among TNR Gold Corp.,
Xxxxxxx Xxxxxxxx, Giulianotti, and the Assignor (the “Eureka Option
Agreement”);
B. the
Assignor wishes to assign, and Soltera wishes to acquire, all of the Assignor’s
interest, rights, and obligations under the Eureka Option Agreement pursuant to
the terms and conditions contained in this agreement;
NOW THEREFORE THIS AGREEMENT
WITNESSES that for and in consideration of $1.00 and other good and
valuable consideration paid by each party to the other, the receipt and
sufficiency of which are acknowledged, the parties covenant and agree as
follows:
1.
|
The
Assignor irrevocably assigns, grants, transfers and quit claims to and in
favor of Soltera, as and from the Closing, the
following:
|
a.
|
all
of the Assignor’s right, title and interest in and to the Eureka Option
Agreement;
|
b.
|
all
of the Assignor’s obligations under the Eureka Option Agreement;
and
|
c.
|
any
other benefits and advantages to be derived by the Assignor from the
Eureka Option Agreement.
|
2.
|
As
consideration for the assignment of the Assignor’s interest in the Eureka
Option Agreement, Soltera will issue 8,000,000 restricted shares of common
stock in the capital of Soltera to the Assignor at a deemed price of
$0.001 per share.
|
Exhibit
10.13 - 2
3.
|
Soltera
agrees to be bound by the terms and conditions of the Eureka Option
Agreement and covenants to perform all of the obligations of the Assignor
to be performed under the Eureka Option Agreement with respect to the
interest to be acquired by Soltera.
|
4.
|
The
Assignor represents and warrants to Soltera
that:
|
|
a.
|
The
Assignor has the legal capacity and authority to make and perform this
agreement and has good right, full power and absolute authority to grant
the assignment of his interest in the Eureka Option
Agreement.
|
|
b.
|
The
Assignor has the full right, title and interest in the Eureka Option
Agreement free of any claim or potential claim by any
person.
|
|
c.
|
The
Assignor is in full compliance with all terms and conditions of the Eureka
Option Agreement as of Closing, including, among others, all option
payments. Neither the Assignor nor the other parties to the
Eureka Option Agreement are in default of any of the terms and conditions
under the Eureka Option Agreement. As of Closing, no amendments
have been made to the Eureka Option
Agreement.
|
|
d.
|
The
Assignor has provided written notice to the other parties of the Eureka
Option Agreement of the assignment of his interest in the Eureka Option
Agreement.
|
|
e.
|
To
the best of the Assignor’s knowledge, the owner of the Claims owns the
Claims free of any claim or potential claim by any person, with the
exception of the right, title and interest in the Claims granted to the
Assignor pursuant to the Eureka Option Agreement, and the owner has the
authority to option the Claims as described in the Eureka Option
Agreement.
|
|
f.
|
The
Claims and rights comprising the Claims have been duly and validly located
and recorded and will be in good standing on
Closing.
|
|
g.
|
To
the best of the Assignor’s knowledge, there are no
environmental damages or claims that have been made or threatened against
the Claims and the property that it is situated on or connected
to. The Assignor has at all times conducted, held and used, and
is continuing to conduct, hold and use his affairs, business, assets and
properties, including the Claims in accordance with, and not in violation
of or non-compliance with any and all applicable environmental laws or any
permits, and there is no past or present fact, condition or circumstance
relating to the Claims or, as related to or connected with the business,
the Assignor, or to the business that would result in any liability or
potential liability under any environmental
law.
|
Exhibit
10.13 - 3
|
h.
|
There
is no adverse claim or challenge against or to the ownership of or title
to the Claims, nor, to the knowledge of the Assignor, is there any basis
therefor, and there are no outstanding agreements or options to acquire or
purchase the Claims or any portion thereof, with the exception of this
agreement and the Eureka Option Agreement, and no person has any royalty
or other interest whatsoever in the development and use of the Claims,
with the exception of the owner in accordance with the Eureka Option
Agreement.
|
|
i.
|
There
are no actions or claims, whether or not purportedly on behalf of the
Assignor, pending, or to the knowledge of Assignor, threatened with
respect to or in any manner affecting the Claims, and there are no
outstanding judgements, orders, decrees, writs, injunctions, decisions,
rulings or awards against, with respect to, or in any manner affecting,
the Claims.
|
|
j.
|
The
Assignor has been validly issued all permits for which any governmental
body deems necessary or for which the Assignor requires by law for the
ownership or use of the Claims or to conduct his business on the
Claims. The Assignor is in full compliance with and entitled to
all of the benefits under the permits. All permits are in full
force and effect. Neither any past or present fact, condition
or circumstance that has occurred nor the signing and delivery of this
agreement and its performance will create any right to terminate, cancel,
modify, amend, revoke or expire any such
permit.
|
5.
|
The
effective date of assignment of the Eureka Option Agreement will be
February 29, 2008 (the “Closing”).
|
6.
|
At
the Closing,
|
a.
|
the
Assignor will deliver to Soltera all accounting records, property reports,
maps, drill test results, assay results, technical data and other relevant
documents and information compiled by or in the possession of the Assignor
with respect to the Claims; and
|
b.
|
Soltera
will deliver to the Assignor a share certificate representing 8,000,000
restricted shares of common stock in the capital of Soltera registered in
the name of the Assignor.
|
7.
|
This
agreement will enure to the benefit of and will be binding upon the
parties and their respective successors and
assigns.
|
8.
|
Time
will be of the essence of this
agreement.
|
Exhibit
10.13 - 4
9.
|
The
parties will sign 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 the
agreement.
|
IN WITNESS WHEREOF the parties
have signed this Assignment Agreement as of the day and year first above
written.
Per: /s/
Nadwynn Sing
Authorized
Signatory
/s/
Xxxxx Xxxxxxxxx
Xxxxx
Xxxxxxxxx
Exhibit
10.13 - 5