EXHIBIT 4.16
Debt Settlement Agreements between
Baradero Resources Limited, 0724000 BC Ltd. and
certain debtholders of 0724000 BC Ltd.
dated between March 30, 2005 and June 30, 21005.
THERE ARE THREE DIFFERENT VERSIONS OF DEBT SETTLEMENT AGREEMENTS.
DEBT SETTLEMENT "1." WAS SIGNED BY:
Xxxxxxx Xxxxxxxx - Dated March 30, 2005
Xxxxx X. Xxxxxx - Dated March 30, 2005
Xxxx Xxxxx - Dated March 30, 2005
Xxxxxxx Xxxxxxxx - Dated March 30, 2005
A SCHEDULE "A" FOR EACH SETTING OUT THE PARTICULARS IS
ATTACHED AT THE END OF THIS AGREEMENT.
DEBT SETTLEMENT "2." WAS SIGNED BY:
Xxxxxx Xxxxx - Dated March 30, 2005
Saeedeh Motalebpoor - Dated May 31, 2005
Xxxx Xxxxxxxxx - Dated June 30, 2005
Xxxxx Xxxxx - Dated April 21, 2005
Abdolrahim Motalebpoor-Laylabadi - Dated March 30, 2005
143 Investments Ltd. - Dated March 30, 2005
A SCHEDULE "A" FOR EACH SETTING OUT THE PARTICULARS IS
ATTACHED AT THE END OF THIS AGREEMENT.
DEBT SETTLEMENT "3" WAS SIGNED BY:
Xxxx Xxxxxxx - Dated Xxxxx 00, 0000
Xxxxxx Xxxxx - Dated March 30, 2005
A SCHEDULE "A" FOR EACH SETTING OUT THE PARTICULARS IS
ATTACHED AT THE END OF THIS AGREEMENT.
DEBT SETTLEMENT 1.
Xxxxxxx Xxxxxxxx - Dated March 30, 2005
Xxxxx X. Xxxxxx - Dated March 30, 2005
Xxxx Xxxxx - Dated March 30, 2005
Xxxxxxx Xxxxxxxx - Dated March 30, 2005
THIS DEBT SETTLEMENT AGREEMENT made as of the 30th day of March, 2005.
AMONG:
BARADERO RESOURCES LIMITED., a company having an office at 1305 -
0000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, XX X0X 0X0
("Baradero")
AND:
MAGELLAN GOLD CORP. (TO BE RENAMED "CENTRASIA MINING CORP."), a
company having an office at 300 - 1055 Xxxx Xxxxxxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0
("Centrasia")
AND:
INSERT NAME AND ADDRESS (Address is confidential)
(the "Creditor")
WHEREAS:
A. Centrasia is indebted to the Creditor in the amount (the "Principal
Amount") plus accrued interest (the "Interest Amount") as set out in Schedule
"A" attached hereto. The Principal Amount and the Interest Amount are
collectively, the "Debt".
B. Baradero, Centrasia and all of the shareholders of Centrasia intend to
enter into a share purchase agreement, pursuant to which Baradero will agree to
purchase all of the issued and outstanding shares (the "Centrasia Shares") of
Centrasia in consideration for common shares of Baradero, such agreement as
amended from time to time being herein referred to as the "Share Purchase
Agreement". The common shares of Baradero are listed for trading on the TSX
Venture Exchange (the "Exchange"), and the purchase of the Centrasia Shares will
constitute a reverse take-over (the "RTO") under the policies of the Exchange.
C. It is a condition precedent of the Share Purchase Agreement that, on
or before the closing (the "Effective Date") of the RTO, Baradero will purchase
the Debt from the Creditor in consideration for the repayment of the Principal
Amount in common shares of Baradero (the "Baradero Shares") and the payment of
the Interest Amount in cash, in the amounts as set out in Schedule "A" attached
hereto.
D. Each Baradero Share will be issued at a deemed price of Cdn$0.20.
E. Baradero's obligation to complete the transactions contemplated by
this Agreement will be subject to the concurrent completion of the RTO.
F. The Creditor is prepared to accept the issuance of the Baradero Shares
in full satisfaction of the Principal Amount, and a cash payment with respect to
the full satisfaction of the Interest Amount.
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NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual
premises contained herein and other good and valuable consideration (the receipt
and sufficiency whereof is hereby acknowledged) the parties hereto agree as
follows:
ACKNOWLEDGEMENT OF DEBT
1. Centrasia acknowledges and agrees that it is indebted to the Creditor in
the amount of the Debt.
PURCHASE OF DEBT
2. On the Effective Date, the Creditor will sell, assign and transfer all of
its estate, right, title and interest in and to the Debt, as set out in
Schedule "A" attached hereto, and all benefit and advantage to be derived
therefrom, to Baradero.
3. On the Effective Date, Baradero agrees to purchase the Debt and all of the
Creditor's estate, right, title and interest in and to the Debt in
consideration for the issuance of Baradero Shares in payment of the
Principal Amount and payment in cash with respect to the payment of the
Interest Amount, in the amounts as set out in Schedule "A" attached hereto.
4. On the Effective Date, Centrasia hereby agrees to assume, observe, perform,
discharge and satisfy all duties, obligations, covenants, terms, conditions
and liabilities with respect to the Debt to be observed, performed,
discharged and satisfied by Centrasia as if Baradero had been the original
lender in the place and stead of the Creditor.
REPAYMENT OF DEBT
5. Upon the Effective Date, Baradero will allot and issue the Baradero Shares
to the Creditor, in the amounts as set out in Schedule "A" attached hereto,
in full and final settlement and satisfaction of the Principal Amount.
6. Upon issuance, the Baradero Shares will be fully paid and non-assessable
common shares in the capital of Baradero.
7. On the Effective Date, Baradero will pay to the Creditor all interest
accrued to the Effective Date pursuant to the terms of this Agreement as
set out in Schedule "A" in cash or by cheque or money order.
8. On delivery by Baradero to the Creditor of certificates representing the
Baradero Shares in respect of payment of the Principal Amount, and payment
in cash of the Interest Amount in accordance with the provisions of this
Agreement, the Debt due to the Creditor will be fully satisfied and
extinguished and the Creditor will release and forever discharge Centrasia
and Baradero and its respective directors, officers and employees from any
and all obligations relating to the Debt.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE CREDITOR
9. The Creditor represents and warrants to Baradero that:
(a) he, she or it is resident in the jurisdiction set out as the
Creditor's address on the face page of this Agreement, which address
is the residence or place of business of the Creditor, and that
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such address was not obtained or used solely for the purpose of
acquiring the Baradero Shares;
(b) the Debt is beneficially owned by the Creditor as set forth in the
recitals to this Agreement, free and clear of all trade restrictions,
liens, charges or encumbrances of any kind whatsoever;
(c) except as is provided for by operation of this Agreement, there are no
options, shareholder or other agreements, or other rights of any kind
whatsoever to acquire all or any part of the Debt from the Creditor or
any interest in the Debt or which in any way encumbers all or any of
the Creditor's rights to the Debt;
(d) he, she or it has good and sufficient right and authority to enter
into this Agreement and to carry out his, her or its obligations under
this Agreement on the terms and conditions set forth herein, and this
Agreement is a binding agreement on him, her or it enforceable against
him, her or it in accordance with its terms and conditions;
(e) to the extent that they might prevent him, her or it from meeting his,
her or its obligations under this Agreement, there are no outstanding
actions, litigation, arbitration proceedings, suits, judgments,
investigations, enforcement of security proceedings, bankruptcy,
insolvency or receivership proceedings or other proceedings of any
kind whatsoever including, without limitation, divorce, separation,
support, maintenance or division of asset proceedings if such Creditor
is a natural person, against or affecting him, her or it at law or in
equity or before or by any person or entity or by any federal,
provincial, state, municipal or other government department,
commission, board, bureau or agency of any kind whatsoever nor are
there, to the best of his, her or its knowledge, any pending or
threatened;
(f) the execution and delivery of this Agreement and the performance of
his, her or its obligations under this Agreement will not conflict
with, or result in the breach of or the acceleration of any
indebtedness under, or constitute default, under any indenture,
mortgage, agreement, lease, licence or other instrument of any kind
whatsoever to which he, she or it is a party or by which he, she or it
is bound, or any judgment or order of any kind whatsoever of any court
or administrative body of any kind whatsoever by which he, she or it
is bound;
(g) the Creditor has not incurred any liability for brokers' or finder's
fees of any kind whatsoever with respect to this Agreement or any
transaction contemplated under this Agreement;
(h) the Creditor is acquiring the Baradero Shares as principal for its own
account and not for the benefit of any other person;
(i) the Creditor, if required by applicable securities legislation,
regulatory policy or order or by any securities commission, stock
exchange or other regulatory authority, will execute, deliver and file
and otherwise assist Baradero in filing reports, questionnaires,
undertakings and other documents with respect to the issue of the
Baradero Shares; and
(j) the Baradero Shares are not being purchased by the Creditor as a
result of any material information concerning Baradero that has not
been publicly disclosed and the Creditor's decision to acquire the
Baradero Shares has not been made as a result of any oral or written
representation as to fact or otherwise made by or on behalf of
Baradero or any other person and is based entirely upon currently
available public information concerning Baradero.
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10. The Creditor understands and acknowledges that it is making the
representations, warranties and agreements contained herein with the intent
that they may be relied upon by Baradero in determining its eligibility
hereunder to acquire the Baradero Shares, and agree that such
representations and warranties are true, accurate and correct and will
survive the execution and delivery of this Agreement and the Effective
Date.
CONDITIONS PRECEDENT
11. Each of the parties obligations under this Agreement including, without
limitation, its obligation to close this Agreement, are subject to the
concurrent closing of the transactions contemplated by the Share Purchase
Agreement and the execution of other debt settlement agreements among
Baradero, Centrasia and each of the other creditors of Centrasia.
CLOSING
12. The completion of the transactions contemplated under this Agreement shall
be closed at the offices of Axium Law Group, 0000-0000 Xxxxxxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxx Xxxxxxxx at 10:00 a.m. local time in Vancouver, British
Columbia (the "Time of Closing") on the Effective Date, or on such other
date as the parties may agree upon.
13. At the Time of Closing on the Effective Date, Baradero will deliver to the
Creditor:
(a) certificates that represent the Baradero Shares as set out in Schedule
"A"; and
(b) a cheque in payment of the Interest Amount.
RESTRICTIONS ON TRANSFERS
14. The Creditor agrees to only offer to sell, sell or transfer the Baradero
Shares in accordance with the terms of this Agreement, the rules of the
Exchange and in accordance with applicable securities laws.
15. The Creditor acknowledges and agrees that the Baradero Shares will be
subject to such trade restrictions as may be imposed by operation of
applicable securities legislation and the rules of the Exchange and that
Baradero may be required to legend the certificates representing such
securities with those restrictions. This will prevent the Creditor from
reselling these securities except in very limited circumstances.
16. The Creditor acknowledges and agrees that some or all of the Baradero
Shares may and most probably will be subject to escrow restrictions imposed
by the Exchange (the "Escrow Requirement"). The Creditor acknowledges and
agrees that the Creditor will abide by whatever Escrow Requirement is
imposed by Exchange and that the Creditor will enter into and execute the
form of escrow agreement required by the Exchange.
GENERAL PROVISIONS
17. This Agreement is subject to acceptance by the Exchange.
18. Time shall be of the essence of this Agreement.
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19. The parties hereto shall execute such further and other documents and do
such further and other things as may be necessary to carry out and give
effect to the intent of this Agreement.
20. If any provision of this Agreement is found to be invalid, such provision
shall be severable without invalidating the remaining provisions of this
Agreement.
21. Any schedules to this Agreement shall be construed as an integral part of
this Agreement.
22. This Agreement will be governed by and construed in accordance with the of
the Province of British Columbia.
23. All references herein to dollar amounts shall, unless otherwise specified,
be deemed to be references to Canadian funds.
24. This Agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, administrators,
successors and permitted assigns, as applicable.
25. This Agreement constitutes the entire agreement among Baradero, Centrasia
Centrasia and the Creditor and supersedes all prior agreements, memoranda,
correspondence, communications, negotiations and representations, whether
oral or written, express or implied, statutory or otherwise between the
parties with respect to the Debt and the Baradero Shares to be issued
hereunder, and there are no warranties, representations, terms, conditions
or collateral agreements, express or implied or statutory, other than
expressly set forth in this Agreement.
26. This Agreement may be executed in several parts in the same form and such
parts as so executed shall together constitute one original agreement and
be read together and construed as if all the signing parties hereto had
executed one copy of this Agreement.
IN WITNESS WHEREOF the parties hereto have executed these presents the day and
year first above written.
BARADERO RESOURCES LIMITED
Per: /s/ XXXX XXXXXX
------------------------
Authorized Signatory
CENTRASIA MINING CORP.
Per: /s/ XXXXX XXXXXX
-------------------------
Authorized Signatory
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SIGNED, SEALED & DELIVERED )
INSERT NAME )
in the presence of: )
)
/s/ ) /s/
--------------------------------------- ) ------------------------------
Signature of Witness ) INSERT NAME
)
Name: )
--------------------------------- )
)
Address: )
------------------------------ )
)
Occupation: )
----------------------------- )
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SCHEDULE "A"
OUTSTANDING DEBT
NAME AND ADDRESS OF CREDITOR: XXXXXXX XXXXXXXX
(Insert Address)
(Address is Confidential)
DATE OF LOAN: AUGUST 18, 2004
-----------------------------------
AMOUNT OF LOAN
(THE "PRINCIPAL AMOUNT"): CDN $5,000
-----------------------------------
INTEREST ACCRUES ON THE PRINCIPAL
AMOUNT AT THE RATE OF %10 PER ANNUM
CONSIDERATION IN EXCHANGE FOR OUTSTANDING DEBT
NUMBER OF BARADERO SHARES TO BE ISSUED
UPON SATISFACTION OF THE DEBT: 25,000
-----------------------------------
INTEREST TO BE PAID IN CASH AT
THE RATE OF 10% PER ANNUM UNTIL
THE EFFECTIVE DATE EQUAL TO THE
RATE OF CDN $1.37 PER DAY.
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SCHEDULE "A"
OUTSTANDING DEBT
NAME AND ADDRESS OF CREDITOR: XXXXX X. XXXXXX
(Insert Address)
(Address is Confidential)
DATE OF LOAN: OCTOBER 4, 2004
-----------------------------------
AMOUNT OF LOAN
(THE "PRINCIPAL AMOUNT"): CDN $5,000
-----------------------------------
INTEREST ACCRUES ON THE PRINCIPAL
AMOUNT AT THE RATE OF %10 PER ANNUM
CONSIDERATION IN EXCHANGE FOR OUTSTANDING DEBT
NUMBER OF BARADERO SHARES TO BE ISSUED
UPON SATISFACTION OF THE DEBT: 25,000
-----------------------------------
INTEREST TO BE PAID IN CASH AT
THE RATE OF 10% PER ANNUM UNTIL
THE EFFECTIVE DATE EQUAL TO THE
RATE OF CDN $1.37 PER DAY.
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SCHEDULE "A"
OUTSTANDING DEBT
NAME AND ADDRESS OF CREDITOR: XXXX XXXXX
(Insert Address)
(Address is Confidential)
DATE OF LOAN: October 21, 2004
-----------------------------------
AMOUNT OF LOAN
(THE "PRINCIPAL AMOUNT"): CDN $5,000
-----------------------------------
INTEREST ACCRUES ON THE PRINCIPAL
AMOUNT AT THE RATE OF %10 PER ANNUM
CONSIDERATION IN EXCHANGE FOR OUTSTANDING DEBT
NUMBER OF BARADERO SHARES TO BE ISSUED
UPON SATISFACTION OF THE DEBT: 25,000
-----------------------------------
INTEREST TO BE PAID IN CASH AT
THE RATE OF 10% PER ANNUM UNTIL
THE EFFECTIVE DATE EQUAL TO THE
RATE OF CDN $1.37 PER DAY.
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SCHEDULE "A"
OUTSTANDING DEBT
NAME AND ADDRESS OF CREDITOR: XXXXXXX XXXXXXXX
(Insert Address)
(Address is Confidential)
DATE OF LOAN: AUGUST 18, 2004
-----------------------------------
AMOUNT OF LOAN
(THE "PRINCIPAL AMOUNT"): CDN $5,000
-----------------------------------
INTEREST ACCRUES ON THE PRINCIPAL
AMOUNT AT THE RATE OF %10 PER ANNUM
CONSIDERATION IN EXCHANGE FOR OUTSTANDING DEBT
NUMBER OF BARADERO SHARES TO BE ISSUED
UPON SATISFACTION OF THE DEBT: 25,000
-----------------------------------
INTEREST TO BE PAID IN CASH AT
THE RATE OF 10% PER ANNUM UNTIL
THE EFFECTIVE DATE EQUAL TO THE
RATE OF CDN $1.37 PER DAY.
DEBT SETTLEMENT 2.
Xxxxxx Xxxxx - Dated March 30, 2005
Saeedeh Motalebpoor - Dated May 31, 2005
Xxxx Xxxxxxxxx - Dated June 30, 2005
Xxxxx Xxxxx - Dated April 21, 2005
Abdolrahim Motalebpoor-Laylabadi - Dated March 30, 2005
143 Investments Ltd. - Dated March 30, 2005
THIS DEBT SETTLEMENT AGREEMENT made as of the ______ day of ________, 2005.
AMONG:
BARADERO RESOURCES LIMITED., a company having an office at 1305 - 0000
Xxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, XX X0X 0X0
("Baradero")
AND:
l MAGELLAN GOLD CORP. (TO BE RENAMED "CENTRASIA MINING CORP."), a
company having an office at 300 - 1055 Xxxx Xxxxxxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0
("Centrasia")
AND: INSERT NAME AND ADDRESS (Address is confidential)
(the "Creditor")
WHEREAS:
A. Centrasia is indebted to the Creditor in the amount (the "Principal
Amount") plus accrued interest (the "Interest Amount") as set out in Schedule
"A" attached hereto. The Principal Amount and the Interest Amount are
collectively, the "Debt".
B. Baradero, Centrasia and all of the shareholders of Centrasia intend to
enter into a share purchase agreement, pursuant to which Baradero will agree to
purchase all of the issued and outstanding shares (the "Centrasia Shares") of
Centrasia in consideration for common shares of Baradero, such agreement as
amended from time to time being herein referred to as the "Share Purchase
Agreement". The common shares of Baradero are listed for trading on the TSX
Venture Exchange (the "Exchange"), and the purchase of the Centrasia Shares will
constitute a reverse take-over (the "RTO") under the policies of the Exchange.
C. It is a condition precedent of the Share Purchase Agreement that, on
or before the closing (the "Effective Date") of the RTO, Baradero will purchase
the Debt from the Creditor in consideration for the repayment of the Principal
Amount in Units of Baradero (as defined below) and the payment of the Interest
Amount in cash, in the amounts as set out in Schedule "A" attached hereto.
D. Each Unit will be issued at a deemed price of Cdn$0.20 and consist of
one common share in the capital of Baradero (a "Share") and one common share
purchase warrant of Baradero (a "Warrant"). One Warrant will entitle the holder
to purchase one additional common share (a "Warrant Share") at an exercise price
of $0.40 per Warrant Share for a period of two years from the date of issuance.
E. Baradero's obligation to complete the transactions contemplated by
this Agreement will be subject to the concurrent completion of the XXX.
0
X. The Creditor is prepared to accept the issuance of the Units in full
satisfaction of the Principal Amount, and a cash payment with respect to the
full satisfaction of the Interest Amount.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual
premises contained herein and other good and valuable consideration (the receipt
and sufficiency whereof is hereby acknowledged) the parties hereto agree as
follows:
ACKNOWLEDGEMENT OF DEBT
1. Centrasia acknowledges and agrees that it is indebted to the Creditor
in the amount of the Debt.
PURCHASE OF DEBT
2. On the Effective Date, the Creditor will sell, assign and transfer all
of its estate, right, title and interest in and to the Debt, as set out
in Schedule "A" attached hereto, and all benefit and advantage to be
derived therefrom, to Baradero.
3. On the Effective Date, Baradero agrees to purchase the Debt and all of
the Creditor's estate, right, title and interest in and to the Debt in
consideration for the issuance of Units in payment of the Principal
Amount and payment in cash with respect to the payment of the Interest
Amount, in the amounts as set out in Schedule "A" attached hereto.
4. On the Effective Date, Centrasia hereby agrees to assume, observe,
perform, discharge and satisfy all duties, obligations, covenants,
terms, conditions and liabilities with respect to the Debt to be
observed, performed, discharged and satisfied by Centrasia as if
Baradero had been the original lender in the place and stead of the
Creditor.
REPAYMENT OF DEBT
5. Upon the Effective Date, Baradero will allot and issue the Shares and
issue the Warrants to the Creditor, in the amounts as set out in
Schedule "A" attached hereto, in full and final settlement and
satisfaction of the Principal Amount.
6. Upon issuance, the Shares and the Warrant Shares, when issued in
accordance with the terms of the Warrants, will be fully paid and
non-assessable shares in the capital of Baradero.
7. On the Effective Date, Baradero will pay to the Creditor all interest
accrued to the Effective Date pursuant to the terms of this Agreement
as set out in Schedule "A" in cash or by cheque or money order.
8. On delivery by Baradero to the Creditor of certificates representing
the Shares and the Warrants in respect of payment of the Principal
Amount, and payment in cash of the Interest Amount in accordance with
the provisions of this Agreement, the Debt due to the Creditor will be
fully satisfied and extinguished and the Creditor will release and
forever discharge Centrasia and Baradero and its respective directors,
officers and employees from any and all obligations relating to the
Debt.
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REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE CREDITOR
9. The Creditor represents and warrants to Baradero that:
(a) he, she or it is resident in the jurisdiction set out as the
Creditor's address on the face page of this Agreement, which
address is the residence or place of business of the Creditor,
and that such address was not obtained or used solely for the
purpose of acquiring the Units;
(b) the Debt is beneficially owned by the Creditor as set forth in
the recitals to this Agreement, free and clear of all trade
restrictions, liens, charges or encumbrances of any kind
whatsoever;
(c) except as is provided for by operation of this Agreement,
there are no options, shareholder or other agreements, or
other rights of any kind whatsoever to acquire all or any part
of the Debt from the Creditor or any interest in the Debt or
which in any way encumbers all or any of the Creditor's rights
to the Debt;
(d) he, she or it has good and sufficient right and authority to
enter into this Agreement and to carry out his, her or its
obligations under this Agreement on the terms and conditions
set forth herein, and this Agreement is a binding agreement on
him, her or it enforceable against him, her or it in
accordance with its terms and conditions;
(e) to the extent that they might prevent him, her or it from
meeting his, her or its obligations under this Agreement,
there are no outstanding actions, litigation, arbitration
proceedings, suits, judgments, investigations, enforcement of
security proceedings, bankruptcy, insolvency or receivership
proceedings or other proceedings of any kind whatsoever
including, without limitation, divorce, separation, support,
maintenance or division of asset proceedings if such Creditor
is a natural person, against or affecting him, her or it at
law or in equity or before or by any person or entity or by
any federal, provincial, state, municipal or other government
department, commission, board, bureau or agency of any kind
whatsoever nor are there, to the best of his, her or its
knowledge, any pending or threatened;
(f) the execution and delivery of this Agreement and the
performance of his, her or its obligations under this
Agreement will not conflict with, or result in the breach of
or the acceleration of any indebtedness under, or constitute
default, under any indenture, mortgage, agreement, lease,
licence or other instrument of any kind whatsoever to which
he, she or it is a party or by which he, she or it is bound,
or any judgment or order of any kind whatsoever of any court
or administrative body of any kind whatsoever by which he, she
or it is bound;
(g) the Creditor has not incurred any liability for brokers' or
finder's fees of any kind whatsoever with respect to this
Agreement or any transaction contemplated under this
Agreement;
(h) the Creditor is acquiring the Units as principal for its own
account and not for the benefit of any other person;
(i) the Creditor, if required by applicable securities
legislation, regulatory policy or order or by any securities
commission, stock exchange or other regulatory authority, will
execute, deliver and file and otherwise assist Baradero in
filing reports, questionnaires, undertakings and other
documents with respect to the issue of the Units; and
(j) the Units are not being purchased by the Creditor as a result
of any material information concerning Baradero that has not
been publicly disclosed and the Creditor's decision to acquire
the Units has not been
4
made as a result of any oral or written representation as to
fact or otherwise made by or on behalf of Baradero or any
other person and is based entirely upon currently available
public information concerning Baradero.
10. The Creditor understands and acknowledges that it is making the
representations, warranties and agreements contained herein with the
intent that they may be relied upon by Baradero in determining its
eligibility hereunder to acquire the Units, and agree that such
representations and warranties are true, accurate and correct and will
survive the execution and delivery of this Agreement and the Effective
Date.
CONDITIONS PRECEDENT
11. Each of the parties obligations under this Agreement including, without
limitation, its obligation to close this Agreement, are subject to the
concurrent closing of the transactions contemplated by the Share
Purchase Agreement and the execution of other debt settlement
agreements among Baradero, Centrasia and each of the other creditors of
Centrasia.
CLOSING
12. The completion of the transactions contemplated under this Agreement
shall be closed at the offices of Axium Law Group, 0000-0000 Xxxxxxxx
Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx at 10:00 a.m. local time in
Vancouver, British Columbia (the "Time of Closing") on the Effective
Date, or on such other date as the parties may agree upon.
13. At the Time of Closing on the Effective Date, Baradero will deliver to
the Creditor:
(a) certificates that represent the Shares and Warrants as set out
in Schedule "A"; and
(b) a cheque in payment of the Interest Amount.
RESTRICTIONS ON TRANSFERS
14. The Creditor agrees to only offer to sell, sell or transfer the Shares
and Warrant Shares in accordance with the terms of this Agreement, the
rules of the Exchange and in accordance with applicable securities
laws.
15. The Creditor acknowledges and agrees that the Shares, Warrants and any
Warrant Shares issued upon exercise of the Warrants, as the case may
be, will be subject to such trade restrictions as may be imposed by
operation of applicable securities legislation and the rules of the
Exchange and that Baradero may be required to legend the certificates
representing such securities with those restrictions. This will prevent
the Creditor from reselling these securities except in very limited
circumstances.
16. The Creditor acknowledges and agrees that some or all of the Shares,
Warrants and Warrant Shares may be subject to escrow restrictions
imposed by the Exchange (the "Escrow Requirement"). The Creditor
acknowledges and agrees that the Creditor will abide by whatever Escrow
Requirement is imposed by Exchange and that the Creditor will enter
into and execute the form of escrow agreement required by the Exchange.
GENERAL PROVISIONS
17. This Agreement is subject to acceptance by the Exchange.
18. Time shall be of the essence of this Agreement.
5
19. The parties hereto shall execute such further and other documents and
do such further and other things as may be necessary to carry out and
give effect to the intent of this Agreement.
20. If any provision of this Agreement is found to be invalid, such
provision shall be severable without invalidating the remaining
provisions of this Agreement.
21. Any schedules to this Agreement shall be construed as an integral part
of this Agreement.
22. This Agreement will be governed by and construed in accordance with the
laws of the Province of British Columbia.
23. All references herein to dollar amounts shall, unless otherwise
specified, be deemed to be references to Canadian funds.
24. This Agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, administrators,
successors and permitted assigns, as applicable.
25. This Agreement constitutes the entire agreement among Baradero,
Centrasia and the Creditor and supersedes all prior agreements,
memoranda, correspondence, communications, negotiations and
representations, whether oral or written, express or implied, statutory
or otherwise between the parties with respect to the Debt and the Units
to be issued hereunder, and there are no warranties, representations,
terms, conditions or collateral agreements, express or implied or
statutory, other than expressly set forth in this Agreement.
6
26. This Agreement may be executed in several parts in the same form and
such parts as so executed shall together constitute one original
agreement and be read together and construed as if all the signing
parties hereto had executed one copy of this Agreement.
IN WITNESS WHEREOF the parties hereto have executed these presents the day and
year first above written.
BARADERO RESOURCES LIMITED
Per: /s/ Xxxx XxXxxx
---------------------------
Authorized Signatory
CENTRASIA MINING CORP.
Per: /s/ Xxxxx Xxxxxx
---------------------------
Authorized Signatory
SIGNED, SEALED & DELIVERED )
by INSERT NAME )
in the presence of: )
)
_______________________________ ) _____________________________
Signature of Witness ) INSERT NAME
)
Name: ________________________ )
)
Address: _____________________ )
)
Occupation: __________________ )
)
7
SCHEDULE "A"
OUTSTANDING DEBT
NAME AND ADDRESS OF CREDITOR: SHUPER SALEM
(Insert Address)
(Address is Confidential)
DATE OF LOAN: MARCH 3, 2004
-----------------------------------
AMOUNT OF LOAN
(THE "PRINCIPAL AMOUNT"): CDN $55,992.50
-----------------------------------
INTEREST ACCRUES ON THE PRINCIPAL
AMOUNT AT THE RATE OF %10 PER ANNUM
CONSIDERATION IN EXCHANGE FOR OUTSTANDING DEBT
NUMBER OF BARADERO SHARES TO BE ISSUED
UPON SATISFACTION OF THE DEBT: 279,963
-----------------------------------
NUMBER OF BARADERO WARRANTS TO BE
ISSUED UPON SATISFACTION OF THE DEBT: 279,963
-----------------------------------
INTEREST TO BE PAID IN CASH AT
THE RATE OF 10% PER ANNUM UNTIL
THE EFFECTIVE DATE EQUAL TO THE
RATE OF CDN $15.34 PER DAY.
7
SCHEDULE "A"
OUTSTANDING DEBT
NAME AND ADDRESS OF CREDITOR: SAEEDEH MOTALEBPOOR
(Insert Address)
(Address is Confidential)
DATE OF LOAN: MAY 31, 2005
-----------------------------------
AMOUNT OF LOAN
(THE "PRINCIPAL AMOUNT"): CDN $7,500
-----------------------------------
INTEREST ACCRUES ON THE PRINCIPAL
AMOUNT AT THE RATE OF %10 PER ANNUM
CONSIDERATION IN EXCHANGE FOR OUTSTANDING DEBT
NUMBER OF BARADERO SHARES TO BE ISSUED
UPON SATISFACTION OF THE DEBT: 37,500
-----------------------------------
NUMBER OF BARADERO WARRANTS TO BE
ISSUED UPON SATISFACTION OF THE DEBT: 37,500
-----------------------------------
INTEREST TO BE PAID IN CASH AT
THE RATE OF 10% PER ANNUM UNTIL
THE EFFECTIVE DATE EQUAL TO THE
RATE OF CDN $2.05 PER DAY.
7
SCHEDULE "A"
OUTSTANDING DEBT
NAME AND ADDRESS OF CREDITOR: XXXX XXXXXXXXX
(Insert Address)
(Address is Confidential)
DATE OF LOAN: JUNE 30, 2005
-----------------------------------
AMOUNT OF LOAN
(THE "PRINCIPAL AMOUNT"): CDN $8,317.50
-----------------------------------
INTEREST ACCRUES ON THE PRINCIPAL
AMOUNT AT THE RATE OF %10 PER ANNUM
CONSIDERATION IN EXCHANGE FOR OUTSTANDING DEBT
NUMBER OF BARADERO SHARES TO BE ISSUED
UPON SATISFACTION OF THE DEBT: 41,587
-----------------------------------
NUMBER OF BARADERO WARRANTS TO BE
ISSUED UPON SATISFACTION OF THE DEBT: 41,587
-----------------------------------
INTEREST TO BE PAID IN CASH AT
THE RATE OF 10% PER ANNUM UNTIL
THE EFFECTIVE DATE EQUAL TO THE
RATE OF CDN $2.05 PER DAY.
7
SCHEDULE "A"
OUTSTANDING DEBT
NAME AND ADDRESS OF CREDITOR: XXXXX XXXXX
(Insert Address)
(Address is Confidential)
DATE OF LOAN: APRIL 21, 2005
-----------------------------------
AMOUNT OF LOAN
(THE "PRINCIPAL AMOUNT"): CDN $7,500
-----------------------------------
INTEREST ACCRUES ON THE PRINCIPAL
AMOUNT AT THE RATE OF %10 PER ANNUM
CONSIDERATION IN EXCHANGE FOR OUTSTANDING DEBT
NUMBER OF BARADERO SHARES TO BE ISSUED
UPON SATISFACTION OF THE DEBT: 37,500
-----------------------------------
NUMBER OF BARADERO WARRANTS TO BE
ISSUED UPON SATISFACTION OF THE DEBT: 37,500
-----------------------------------
INTEREST TO BE PAID IN CASH AT
THE RATE OF 10% PER ANNUM UNTIL
THE EFFECTIVE DATE EQUAL TO THE
RATE OF CDN $2.05 PER DAY.
7
SCHEDULE "A"
OUTSTANDING DEBT
NAME AND ADDRESS OF CREDITOR: ABDOLRAHIM MOTALEBPOOR-LAYLABADI
(Insert Address)
(Address is Confidential)
--------------------------------------------------------------------------------
AMOUNT OF LOAN PER DIEM INTEREST
DATE OF LOAN (THE "PRINCIPAL AMOUNT") (AT 10% PER ANNUM)
--------------------------------------------------------------------------------
DECEMBER 12, 2004 US $40,000 EQUAL TO CDN $48,932 CDN $13.41
JANUARY 1, 2005 US $40,000 EQUAL TO CDN $48,000 CDN $13.15
FEBRUARY 25, 2005 US $25,000 EQUAL TO CDN $30,990 CDN $8.49
--------------------------------------------------------------------------------
TOTAL: US $105,000 EQUAL TO CDN$127,922
--------------------------------------------------------------------------------
CONSIDERATION IN EXCHANGE FOR OUTSTANDING DEBT
NUMBER OF BARADERO SHARES TO BE ISSUED
UPON SATISFACTION OF THE DEBT: 639,610
-----------------------------------
NUMBER OF BARADERO WARRANTS TO BE
ISSUED UPON SATISFACTION OF THE DEBT: 639,610
-----------------------------------
7
SCHEDULE "A"
OUTSTANDING DEBT
NAME AND ADDRESS OF CREDITOR: 143 INVESTMENTS LTD.
(Insert Address)
(Address is Confidential)
DATE OF LOAN: JUNE 8, 2004
-----------------------------------
AMOUNT OF LOAN
(THE "PRINCIPAL AMOUNT"): CDN $50,000
-----------------------------------
INTEREST ACCRUES ON THE PRINCIPAL
AMOUNT AT THE RATE OF %10 PER ANNUM
CONSIDERATION IN EXCHANGE FOR OUTSTANDING DEBT
NUMBER OF BARADERO SHARES TO BE ISSUED
UPON SATISFACTION OF THE DEBT: 250,000
-----------------------------------
NUMBER OF BARADERO WARRANTS TO BE
ISSUED UPON SATISFACTION OF THE DEBT: 250,000
-----------------------------------
INTEREST TO BE PAID IN CASH AT
THE RATE OF 10% PER ANNUM UNTIL
THE EFFECTIVE DATE EQUAL TO THE
RATE OF CDN $13.70 PER DAY.
DEBT SETTLEMENT 3.
Xxxx Xxxxxxx - Dated Xxxxx 00, 0000
Xxxxxx Xxxxx - Dated March 30, 2005
THIS DEBT SETTLEMENT AGREEMENT made as of the 30th day of March, 2005.
AMONG:
BARADERO RESOURCES LIMITED., a company having an office at 1305 - 0000
Xxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, XX X0X 0X0
("Baradero")
AND:
MAGELLAN GOLD CORP. (TO BE RENAMED "CENTRASIA MINING CORP."), a company
having an office at 300 - 1055 Xxxx Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx
Xxxxxxxx, X0X 0X0
("Centrasia")
AND:
INSERT NAME AND ADDRESS [Address is confidential information]
(the "Creditor")
WHEREAS:
A. Pursuant to a confidential private placement subscription agreement
(the "Subscription Agreement") between Centrasia and the Creditor dated on or
around November 9, 2004 the Creditor subscribed for shares of preferred stock
(the "Shares") of Centrasia. The Creditor advanced the subscription proceeds to
Centrasia as an interest bearing loan pending a change in Centrasia's authorized
share capital structure to allow the issuance of the Shares. Centrasia did not
issue the Shares to the Creditor.
B. Centrasia is indebted to the Creditor in the amount (the "Principal
Amount") plus accrued interest (the "Interest Amount") as set out in Schedule
"A" attached hereto. The Principal Amount and the Interest Amount are
collectively, the "Debt".
C. Baradero, Centrasia and all of the shareholders of Centrasia intend to
enter into a share purchase agreement, pursuant to which Baradero will agree to
purchase all of the issued and outstanding shares (the "Centrasia Shares") of
Centrasia in consideration for common shares of Baradero, such agreement as
amended from time to time being herein referred to as the "Share Purchase
Agreement". The common shares of Baradero are listed for trading on the TSX
Venture Exchange (the "Exchange"), and the purchase of the Centrasia Shares will
constitute a reverse take-over (the "RTO") under the policies of the Exchange.
D. It is a condition precedent of the Share Purchase Agreement that, on or
before the closing (the "Effective Date") of the RTO, Baradero will purchase the
Debt from the Creditor in consideration for the repayment of the Principal
Amount in Units of Baradero (as defined below) and the payment of the Interest
Amount in cash, in the amounts as set out in Schedule "A" attached hereto.
E. Each Unit will be issued at a deemed price of Cdn$0.20 and consist of
one common share in the capital of Baradero (a "Share") and one common share
purchase warrant of Baradero (a "Warrant"). One Warrant will entitle the holder
to purchase one additional common share (a "Warrant Share") at an exercise price
of $0.40 per Warrant Share for a period of two years from the date of issuance.
2
F. Baradero's obligation to complete the transactions contemplated by this
Agreement will be subject to the concurrent completion of the RTO.
G. The Creditor is prepared to accept the issuance of the Units in full
satisfaction of the Principal Amount, and a cash payment with respect to the
full satisfaction of the Interest Amount.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual
premises contained herein and other good and valuable consideration (the receipt
and sufficiency whereof is hereby acknowledged) the parties hereto agree as
follows:
ACKNOWLEDGEMENT OF DEBT
1. Centrasia acknowledges and agrees that it is indebted to the Creditor
in the amount of the Debt.
PURCHASE OF DEBT
2. On the Effective Date, the Creditor will sell, assign and transfer all
of its estate, right, title and interest in and to the Debt, as set out
in Schedule "A" attached hereto and in the Subscription Agreement, and
all benefit and advantage to be derived therefrom, to Baradero.
3. On the Effective Date, Baradero agrees to purchase the Debt and all of
the Creditor's estate, right, title and interest in and to the Debt in
consideration for the issuance of Units in payment of the Principal
Amount and payment in cash with respect to the payment of the Interest
Amount, in the amounts as set out in Schedule "A" attached hereto.
4. On the Effective Date, Centrasia hereby agrees to assume, observe,
perform, discharge and satisfy all duties, obligations, covenants,
terms, conditions and liabilities contained in the Subscription
Agreement to be observed, performed, discharged and satisfied by
Centrasia as if Baradero had been originally named as the Creditor
thereto in the place and stead of the Creditor.
REPAYMENT OF DEBT
5. Upon the Effective Date, Baradero will allot and issue the Shares and
issue the Warrants to the Creditor, in the amounts as set out in
Schedule "A" attached hereto, in full and final settlement and
satisfaction of the Principal Amount.
6. Upon issuance, the Shares and the Warrant Shares, when issued in
accordance with the terms of the Warrants, will be fully paid and
non-assessable shares in the capital of Baradero.
7. On the Effective Date, Baradero will pay to the Creditor all interest
accrued to the Effective Date pursuant to the terms of this Agreement
as set out in Schedule "A" in cash or by cheque or money order.
8. On delivery by Baradero to the Creditor of certificates representing
the Shares and the Warrants in respect of payment of the Principal
Amount, and payment in cash of the Interest Amount in accordance with
the provisions of this Agreement, the Debt due to the Creditor will be
fully satisfied and extinguished and the Creditor will release and
forever discharge Centrasia and Baradero and its respective directors,
officers and employees from any and all obligations relating to the
Debt.
3
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE CREDITOR
9. The Creditor represents and warrants to Baradero that:
(a) he, she or it is resident in the jurisdiction set out as the
Creditor's address on the face page of this Agreement, which
address is the residence or place of business of the Creditor,
and that such address was not obtained or used solely for the
purpose of acquiring the Units;
(b) the Debt is beneficially owned by the Creditor as set forth in
the recitals to this Agreement, free and clear of all trade
restrictions, liens, charges or encumbrances of any kind
whatsoever;
(c) except as is provided for by operation of this Agreement,
there are no options, shareholder or other agreements, or
other rights of any kind whatsoever to acquire all or any part
of the Debt from the Creditor or any interest in the Debt or
which in any way encumbers all or any of the Creditor's rights
to the Debt;
(d) he, she or it has good and sufficient right and authority to
enter into this Agreement and to carry out his, her or its
obligations under this Agreement on the terms and conditions
set forth herein, and this Agreement is a binding agreement on
him, her or it enforceable against him, her or it in
accordance with its terms and conditions;
(e) to the extent that they might prevent him, her or it from
meeting his, her or its obligations under this Agreement,
there are no outstanding actions, litigation, arbitration
proceedings, suits, judgments, investigations, enforcement of
security proceedings, bankruptcy, insolvency or receivership
proceedings or other proceedings of any kind whatsoever
including, without limitation, divorce, separation, support,
maintenance or division of asset proceedings if such Creditor
is a natural person, against or affecting him, her or it at
law or in equity or before or by any person or entity or by
any federal, provincial, state, municipal or other government
department, commission, board, bureau or agency of any kind
whatsoever nor are there, to the best of his, her or its
knowledge, any pending or threatened;
(f) the execution and delivery of this Agreement and the
performance of his, her or its obligations under this
Agreement will not conflict with, or result in the breach of
or the acceleration of any indebtedness under, or constitute
default, under any indenture, mortgage, agreement, lease,
licence or other instrument of any kind whatsoever to which
he, she or it is a party or by which he, she or it is bound,
or any judgment or order of any kind whatsoever of any court
or administrative body of any kind whatsoever by which he, she
or it is bound;
(g) the Creditor has not incurred any liability for brokers' or
finder's fees of any kind whatsoever with respect to this
Agreement or any transaction contemplated under this
Agreement;
(h) the Creditor is acquiring the Units as principal for its own
account and not for the benefit of any other person;
(i) the Creditor, if required by applicable securities
legislation, regulatory policy or order or by any securities
commission, stock exchange or other regulatory authority, will
execute, deliver and file and otherwise assist Baradero in
filing reports, questionnaires, undertakings and other
documents with respect to the issue of the Units; and
4
(j) the Units are not being purchased by the Creditor as a result
of any material information concerning Baradero that has not
been publicly disclosed and the Creditor's decision to acquire
the Units has not been made as a result of any oral or written
representation as to fact or otherwise made by or on behalf of
Baradero or any other person and is based entirely upon
currently available public information concerning Baradero.
10. The Creditor understands and acknowledges that it is making the
representations, warranties and agreements contained herein with the
intent that they may be relied upon by Baradero in determining its
eligibility hereunder to acquire the Units, and agree that such
representations and warranties are true, accurate and correct and will
survive the execution and delivery of this Agreement and the Effective
Date.
CONDITIONS PRECEDENT
11. Each of the parties obligations under this Agreement including, without
limitation, its obligation to close this Agreement, are subject to the
concurrent closing of the transactions contemplated by the Share
Purchase Agreement and the execution of other debt settlement
agreements among Baradero, Centrasia and each of the other creditors of
Centrasia.
CLOSING
12. The completion of the transactions contemplated under this Agreement
shall be closed at the offices of Axium Law Group, 0000-0000 Xxxxxxxx
Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx at 10:00 a.m. local time in
Vancouver, British Columbia (the "Time of Closing") on the Effective
Date, or on such other date as the parties may agree upon.
13. At the Time of Closing on the Effective Date, Baradero will deliver to
the Creditor:
(a) certificates that represent the Shares and Warrants as set out
in Schedule "A"; and
(b) a cheque in payment of the Interest Amount.
RESTRICTIONS ON TRANSFERS
14. The Creditor agrees to only offer to sell, sell or transfer the Shares
and Warrant Shares in accordance with the terms of this Agreement, the
rules of the Exchange and in accordance with applicable securities
laws.
15. The Creditor acknowledges and agrees that the Shares, Warrants and any
Warrant Shares issued upon exercise of the Warrants, as the case may
be, will be subject to such trade restrictions as may be imposed by
operation of applicable securities legislation and the rules of the
Exchange and that Baradero may be required to legend the certificates
representing such securities with those restrictions. This will prevent
the Creditor from reselling these securities except in very limited
circumstances.
16. The Creditor acknowledges and agrees that some or all of the Shares,
Warrants and Warrant Shares may be subject to escrow restrictions
imposed by the Exchange (the "Escrow Requirement"). The Creditor
acknowledges and agrees that the Creditor will abide by whatever Escrow
Requirement is imposed by Exchange and that the Creditor will enter
into and execute the form of escrow agreement required by the Exchange.
5
GENERAL PROVISIONS
17. Notwithstanding any other agreement between the parties, the parties
acknowledge and agree that this Agreement replaces the Subscription
Agreement in its entirety, and that upon execution of this Agreement,
the Subscription Agreement will be terminated and of no further force
and effect.
18. This Agreement is subject to acceptance by the Exchange.
19. Time shall be of the essence of this Agreement.
20. The parties hereto shall execute such further and other documents and
do such further and other things as may be necessary to carry out and
give effect to the intent of this Agreement.
21. If any provision of this Agreement is found to be invalid, such
provision shall be severable without invalidating the remaining
provisions of this Agreement.
22. Any schedules to this Agreement shall be construed as an integral part
of this Agreement.
23. This Agreement will be governed by and construed in accordance with the
laws of the Province of British Columbia.
24. All references herein to dollar amounts shall, unless otherwise
specified, be deemed to be references to Canadian funds.
25. This Agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, administrators,
successors and permitted assigns, as applicable.
26. This Agreement constitutes the entire agreement among Baradero,
Centrasia and the Creditor and supersedes all prior agreements,
memoranda, correspondence, communications, negotiations and
representations, whether oral or written, express or implied, statutory
or otherwise between the parties with respect to the Debt and the Units
to be issued hereunder, and there are no warranties, representations,
terms, conditions or collateral agreements, express or implied or
statutory, other than expressly set forth in this Agreement.
6
27. This Agreement may be executed in several parts in the same form and
such parts as so executed shall together constitute one original
agreement and be read together and construed as if all the signing
parties hereto had executed one copy of this Agreement.
IN WITNESS WHEREOF the parties hereto have executed these presents the day and
year first above written.
BARADERO RESOURCES LIMITED
Per: /s/ Xxxx XxXxxx
---------------------------
Authorized Signatory
CENTRASIA MINING CORP.
Per: /s/ Xxxxx Xxxxxx
---------------------------
Authorized Signatory
SIGNED, SEALED & DELIVERED )
by INSERT NAME )
in the presence of: )
)
_______________________________ ) _____________________________
Signature of Witness ) INSERT NAME
)
Name: ________________________ )
)
Address: _____________________ )
)
Occupation: __________________ )
)
7
SCHEDULE "A"
OUTSTANDING DEBT
NAME AND ADDRESS OF CREDITOR: XXXX XXXXXXX
(Insert Address)
(Address is Confidential)
DATE OF LOAN: SEPTEMBER 17, 2004
-----------------------------------
AMOUNT OF LOAN
(THE "PRINCIPAL AMOUNT"): CDN $75,000
-----------------------------------
INTEREST ACCRUES ON THE PRINCIPAL
AMOUNT AT THE RATE OF %10 PER ANNUM
CONSIDERATION IN EXCHANGE FOR OUTSTANDING DEBT
NUMBER OF BARADERO SHARES TO BE ISSUED
UPON SATISFACTION OF THE DEBT: 375,000
-----------------------------------
NUMBER OF BARADERO WARRANTS TO BE
ISSUED UPON SATISFACTION OF THE DEBT: 375,000
-----------------------------------
INTEREST TO BE PAID IN CASH AT
THE RATE OF 10% PER ANNUM UNTIL
THE EFFECTIVE DATE EQUAL TO THE
RATE OF CDN $20.55 PER DAY.
7
SCHEDULE "A"
OUTSTANDING DEBT
NAME AND ADDRESS OF CREDITOR: XXXXXX XXXXX
(Insert Address)
(Address is Confidential)
DATE OF LOAN: NOVEMBER 9, 2004
-----------------------------------
AMOUNT OF LOAN
(THE "PRINCIPAL AMOUNT"): US $40,000 equal to CDN $47,768
-----------------------------------
INTEREST ACCRUES ON THE PRINCIPAL
AMOUNT AT THE RATE OF %10 PER ANNUM
CONSIDERATION IN EXCHANGE FOR OUTSTANDING DEBT
NUMBER OF BARADERO SHARES TO BE ISSUED
UPON SATISFACTION OF THE DEBT: 238,840
-----------------------------------
NUMBER OF BARADERO WARRANTS TO BE
ISSUED UPON SATISFACTION OF THE DEBT: 238,840
-----------------------------------
INTEREST TO BE PAID IN CASH AT
THE RATE OF 10% PER ANNUM UNTIL
THE EFFECTIVE DATE EQUAL TO THE
RATE OF CDN $13.09 PER DAY.
