Contract
Exhibit 10.2
THIS SHARE PURCHASE OPTION AMENDING
AGREEMENT #2 (the “Amendment Agreement #2”) is dated effective as of
the 30th day
of December, 2009 (the “Effective Date”).
BETWEEN:
XXXX CREEK GOLD CORP., a
company incorporated under the laws of the State of Nevada and having an address
for notice and deliver located at 0000 Xxxxx Xxxxx, #000, Xxx Xxxxx, XX
00000
(“Xxxx Creek”)
OF
THE FIRST PART
AND:
XXXXXXX EXPLORATION INC., a
company incorporated under the laws of the Province of Alberta and having an
address for delivery at 00 Xxxxx Xxxxx Xxxx XX, Xxxxxxx, Xxxxxxx, X0X
0X0
(“Xxxxxxx”)
OF
THE SECOND PART
WHEREAS:
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A.
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This
Amendment Agreement #2 is supplemental to a Share Purchase Option
Agreement (the “Option
Agreement”), dated October 5, 2009, and an Amendment Agreement
dated November 15, 2009, between Xxxx Creek and Xxxxxxx with respect to
the grant by Xxxxxxx of an option to Xxxx Creek to acquire an undivided
100% interest in one (1) share in the capital of Orion Resources, N.V.;
and
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B.
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Xxxx
Creek and Xxxxxxx have agreed to amend the Option Agreement as herein set
out.
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NOW THEREFORE in consideration
of the mutual covenants and agreements herein contained, and for other good and
valuable consideration (the receipt and sufficiency of which are acknowledged by
each party), the parties agree with one another as follows:
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1.
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The
recitals to this Amendment Agreement # 2 are true and correct in substance
and in fact. Capitalized terms used in this Amendment Agreement
and not defined herein shall have the same meaning as set out in the
Option Agreement.
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2.
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Each
of the parties represents and warrants to the other that they have the
full right, power and authority to enter into and accept the terms of this
Amendment Agreement and to carry out the transactions contemplated
herein.
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3.
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The
Option Agreement shall be amended by deleting subsection 2.2(a) in its
entirety and replacing it with the following, which amendment shall be in
effect from and after the Effective
Date:
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“(a)
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pay
a total of US$6,500,000 for Expenditures associated with the exploration
and development of the Property, which Expenditures may be made by Xxxx
Creek in such increments as Xxxx Creek in its sole discretion determines
(so long as the aggregate amount of such Expenditures are made by or
before September 30, 2011 and that a minimum amount of US$250,000 per
month is paid towards the Expenditures commencing on or before February 1,
2010); and”
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1
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4.
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The
parties confirm that in all other respects, the terms, covenants and
conditions of the Option Agreement remain unchanged and in full force and
effect.
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5.
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Xxxxxxx
acknowledges that as at the Effective Date, Xxxx Creek is in good standing
under the Option Agreement.
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6.
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This
Amendment Agreement shall enure to the benefit and be binding upon the
parties hereto and their respective heirs, executors, administrators and
assigns as the case may be.
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7.
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Time
shall be of the essence of this Amendment
Agreement.
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8.
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This
Amendment Agreement and the rights and obligations and relations of the
parties shall be governed by and construed in accordance with the laws of
the State of Nevada. The parties agree that the courts of
Nevada shall have the exclusive jurisdiction to entertain any action or
other legal proceedings based on any provisions of this Amendment
Agreement. Each party attorns to the exclusive jurisdiction of
the courts of Nevada.
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9.
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Any
provision or part of a provision in this Amendment Agreement determined by
a court of competent jurisdiction to be invalid, illegal or unenforceable
shall be deemed stricken to the extent necessary to eliminate any
invalidity, illegality or unenforceability, and the rest of this Amendment
Agreement and all other provisions and parts thereof shall remain in full
force and effect and be binding upon the parties hereto as though the said
illegal and/or unenforceable provision or part thereof had never been
included in this Amendment
Agreement.
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10.
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This
Amendment Agreement may be executed in any number of counterparts and by
facsimile transmission or pdf email attachment with the same effect as if
all parties hereto had signed the same document. All
counterparts shall be construed together and constitute one and the same
agreement.
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IN WITNESS WHEREOF the parties
have signed this Agreement as of the Effective Date.
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XXXX
CREEK GOLD CORP.
per:
/s/ Xxxx Xxxxxxxxx
Authorized
Signatory
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XXXXXXX
EXPLORATION INC.
per:
/s/ Xxxx Xxxxx
Authorized
Signatory
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