LETTER AGREEMENT
EXHIBIT
10.5
BETWEEN:
XXXXX XXXXXX AND XXXXXX
XXXXXX
818 – 000 Xxxxxxxxx
Xxxxxx
Xxxxxxxxx, X.X. X0X 0X0
AND:
WEST PEAK VENTURES OF CANADA
LIMITED
1010 – 000 Xxxx Xxxxxx
Xxxxxx
Xxxxxxxxx, X.X. X0X 0X0
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1.
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We,
Xxxxx Xxxxxx and Xxxxxx Xxxxxx (“Sostad”), are the beneficial equal and
joint owners of the ASH-WEL Property located
in the Similkameen Mining Division, British Columbia, and more
particularly described in Addendum “A” attached to this
Agreement.
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2.
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West
Peak Ventures of Canada Limited (“West Peak”) wishes to acquire the ASH-WEL Property and
agrees to the following terms and
conditions:
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A.
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Pay
a total of $50,000 as follows:
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i)
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an
initial $30,000 upon signing this Letter Agreement;
and
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ii)
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the
balance of $20,000 on or before June 1,
2008.
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X.
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Xxxxx
Sostad 300,000 free shares of a company yet to be
names.
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X.
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Xxxxx
Sostad two percent NSR with a $10,000,000 buy-out on or before June 1,
2012.
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3.
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A
work commitment of as least $100,000 will be completed before June 1,
2008.
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4.
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Area
of interest: Sostad cannot own claims within a five kilometre radius of
the outside boundaries of the claims referred to in Appendix
“A”.
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Accepted
and agreed to this 25th of May,
2007 by the following parties:
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Xxxxx
Xxxxxx
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Xxxxxx
Xxxxxx
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/s/ Xxxxx Xxxxxx
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/s/ Xxxxxx
Xxxxxx
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WEST
PEAK VENTURES OF CANADA LTD.
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/s/
Xxxxxxx Xxxxx
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Per
: (Authorized signatory and Title)
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1
2
May 25,
2008
ADDENDUM
TO THE LETTER AGREEMENT DATED FOR EFFECT May 25, 2007 BETWEEN XXXXX XXXXXX AND
XXXXXX XXXXXX AND WEST PEAK VENTURES OF CANADA LIMITED REGARDING ASH-WEL CLAIMS
(the “Agreement”)
The
parties to the above noted Agreement further agree as follows:
1. The
Agreement shall be assigned by West Peak Ventures of Canada Limited (“Assignor”)
to Silica Resources Corporation (“Assignee”) on the date of this Addendum for
$10, plus the facilitation of transfers from certain affiliate(s) of 300,000
shares as referenced in the Agreement, plus all new staking and claims
maintenance costs incurred for the subject property in the Agreement, plus the
fulfillment of all covenants in the Agreement by the Assignee.
2. The
Agreement’s reference to item 2. A. ii) shall be payable by the Assignee on June
1, 2009.
3. The
Agreement’s reference to item 3 will be completed by Assignee before June 1,
2009.
4. The
Agreement’s reference to item 2. A. i) already paid by the Assignor shall not be
repaid to the Assignor by the Assignee.
5. The
Agreement is attached for reference to this Addendum.
Agreed at
Vancouver, British Columbia this 25th day of
May 2008
/s/ Xxxxxxx
Xxxxx
West Peak
Ventures of Canada Ltd.
/s/ Xxxxx
Xxxxxx
Xxxxx Xxxxxx
/s/ Xxxxxx
Xxxxxx
Xxxxxx Xxxxxx
/s/
Xxxxx Xxxxxxx
Silica
Resources Corporation
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