EXHIBIT NUMBER 4.45
AMENDMENT TO EXPLORATION AND OPTION AGREEMENT
WITH XXXXXXX EXPLORACIONES ARGENTINA S.A.
DATED MARCH 26, 2003
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EXTENSION TO
IMA EXPLORATION AND OPTION AGREEMENT
THIS EXTENSION TO THE IMA EXPLORATION AND OPTION AGREEMENT,
(hereinafter referred to as the "Extension Agreement") dated as of November 29,
2002, is between
INVERSIONES MINERAS ARGENTINAS, S.A., a corporation formed under the
laws of Argentina, having an office at Xxxxx 000, 000 Xxxx Xxxxxxxx Xxxxxx,
Xxxxxxxx Xxxx Club Tower, Vancouver, British Columbia V6C 3N6 Canada
(hereinafter referred to as "IMA"),
and
BARRICK EXPLORACIONES ARGENTINA S.A., a corporation formed under the
laws of Argentina, having an office at BCE Place, TD Canada Trust Tower, Suite
3700, 000 Xxx Xxxxxx, Xxxxxxx, Xxxxxxx, Xxxxxx X0X 0X0 (hereinafter referred to
as "Barrick").
IMA EXPLORATION, INC., a corporation formed under the laws of British
Columbia, having an office at Xxxxx 000, 000 Xxxx Xxxxxxxx Xxxxxx, Xxxxxxxx Xxxx
Club Tower, Vancouver, British Columbia V6C 3N6 Canada (hereinafter referred to
as "IMAX"), joins this Agreement for the limited purposes set forth herein.
RECITALS
A. IMA, IMAX, and Barrick entered into the IMA EXPLORATION AND
OPTION AGREEMENT (hereinafter the "Agreement") dated August 17, 1999.
B. Among other rights and obligations, the Agreement granted Barrick
"the exclusive right and option ("Option") to acquire a 50% undivided interest
in one or the other of the Option Properties and in all easements, surface
rights, or other interests held by IMA related to such Option Properties and all
technical data and other assets related thereto."
C. Under the terms of the Agreement, Barrick must exercise its
Option rights under the Agreement by delivering a Selection Notice to IMA on or
before November 30, 2002.
D. IMA and Barrick desire to extend the date by which Barrick must
exercise its Option rights under the Agreement to December 31, 2003, and IMAX is
willing to concur in such extension.
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NOW THEREFORE, in consideration of the mutual promises and covenants
set forth in this Extension Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, and
intending to be legally bound, the Parties hereto, and IMAX for the limited
purpose of acknowledging the extension granted under this Extension Agreement
and affirming its continuing obligations and rights under the Agreement, agree
as follows:
1. Within ten business days of the execution of this Extension
Agreement, Barrick shall pay to IMA sum of US$65,000.00. IMA and IMAX agree that
such funds shall be used to make the payments due under the underlying
agreements to maintain IMA's rights to the Option Properties in good standing
until at least December 31, 2003.
2. Article 3, Section 3.2 of the Agreement is hereby amended to
provide that the Selection Notice Period shall extend from the Effective Date of
the Agreement until the close of business, Toronto time, on December 31, 2003.
3. All capitalized terms used in this Extension Agreement shall have
the meaning established in this Extension Agreement, and if no definition is
provided herein, the meaning established in the Agreement.
4. The address for notifications to Barrick pursuant to Article 14,
Section 14.2 shall be changed effective as of December 13, 2002 to:
x/x Xxxxxxx Xxxx Xxxxxxxxxxx
XXX Xxxxx, XX Xxxxxx Trust Tower, Suite 3700
000 Xxx Xxxxxx
Xxxxxxx, Xxxxxxx
Xxxxxx X0X 0X0
Attention: Corporate Secretary
Telecopier: (000) 000-0000
5. IMA, IMAX, and Barrick each represent to the other that they have
the corporate capacity to enter into and to perform this Extension Agreement and
that this Extension Agreement has been duly executed by it and is valid and
binding upon it in accordance with its terms.
6. All other terms and conditions of the Agreement are expressly
ratified by the Parties and IMAX and continue in full force and effect.
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IN WITNESS WHEREOF, the Parties hereto and IMAX have caused this
Extension Agreement to be executed by their respective duly authorized officers
to be effective as of the date first written above.
INVERSIONES MINERAS ARGENTINAS, S.A.
By /S/ Xxxxxx Xxxxxx
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Name Xxxxxx Xxxxxx
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Title Director
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Date March 25/03
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XXXXXXX EXPLORACIONES ARGENTINA S.A.
By /s/ Xxxx Xxxxxxxx
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Name Xxxx Xxxxxxxx
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Title President
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Date March 26/03
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IMA EXPLORATION INC.
By /S/ Xxxxxx Xxxxxx
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Name Xxxxxx Xxxxxx
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Title President
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Date March 25/03
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