MEMBERSHIP INTEREST LIQUIDATION AGREEMENTMembership Interest Liquidation Agreement • July 15th, 2005 • Pan American Gold Corp • Gold and silver ores
This Membership Interest Liquidation Agreement (the “Agreement”) is made and entered into among Cactus Precious Metals LLC, a Colorado limited liability company (the “Company”) and Pan American Gold Corporation (the “Member”), effective as of December 31, 2004 (the “Effective Date”).
Option AgreementOption Agreement • July 15th, 2005 • Pan American Gold Corp • Gold and silver ores
Minera Cerro El Diablo Inc. grants Pan American Gold Corp. an option to acquire certain mineral properties located in the Country of Chile until August 31, 2005 and define more fully in Schedule A by completing 1) payment of US$30,000 for Lajitas option lease to E. Viteri due January 26th, 2005, 2) payment of the Nevada Properties Land Taxes of $4,137 due January 26, 2005, 3) payment of other Land Taxes of US$5,000 due March 15, 2005, 4) payment of US$16,000 by August 31, 2005 or at the time the Option is exercised per the original agreement, and 5) payment of US$100,000 at the time the Option is exercised. The parties acknowledge that at the exercise date that the consideration may be spread over a mutually agreeable time and may be amended to include non cash consideration for all or a portion of the exercise price. In addition, Minera Cerro El Diablo Inc. retains a 2% gross royalty on all minerals produced from the mineral properties defined in Schedule A.
ContractPrivate Placement Subscription Agreement • July 15th, 2005 • Pan American Gold Corp • Gold and silver ores • British Columbia
THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).
PRIVATE PLACEMENT SUBSCRIPTION AGREEMENTPrivate Placement Subscription Agreement • July 15th, 2005 • Pan American Gold Corp • Gold and silver ores • British Columbia
