SERVICES AGREEMENTServices Agreement • December 22nd, 2005 • Baja Mining Corp. • British Columbia
FIRST GOLDWATER RESOURCES INC., a company duly incorporated under the laws of the Province of British Columbia, and having its head office at Suite 1880-1066 West Hastings Street, Vancouver, British Columbia, V6E 3X1
AGREEMENT FOR A DEFINITIVE FEASIBILITY STUDYDefinitive Feasibility Study Agreement • December 22nd, 2005 • Baja Mining Corp. • England
FORM 5D ESCROW AGREEMENT (VALUE SECURITY)Escrow Agreement • December 22nd, 2005 • Baja Mining Corp. • British Columbia
This Agreement is being entered into by the Parties under Exchange Policy 5.4 - Escrow, Vendor Consideration and Resale Restrictions (the Policy) in connection with a Reverse Takeover (RTO) of the Issuer by the Undersigned Securityholders.
POOLING AGREEMENTPooling Agreement • December 22nd, 2005 • Baja Mining Corp. • British Columbia
This Agreement is being entered into by the Parties in connection with the Issuers acquisition of Mintec International Corporation of Barbados (“Mintec) for 40,000,000 shares of the Issuer pursuant to a letter agreement dated December 2, 2003. It is also in connection with the proposed distribution by the Issuer, by way of private placement (the “Private Placement”) of 15,000,000 Units (the “Units”). The units will consist of one share of common stock at $1.00 (the “Shares”), one half of one common share purchase warrant (the “Warrants”). One whole warrant will permit the holder to acquire one share of common stock for 60 months following closing of the private placement at $1.50.
PURSUANT TO THE “LAND TRANSFER FORM ACT, PART 2”Sublease Agreement • December 22nd, 2005 • Baja Mining Corp. • British Columbia
The Sublandlord is the tenant under and by virtue of a lease (the “head Lease”), between Golden Properties Ltd., as landlord (the “Head Landlord”) and the Sublandlord as tenant, of certain premises described as the 23rd, 24th, 25th and 26th Floors, 1177 West Hastings Street, Vancouver, British Columbia, (the “Building”) and as more particularly described in the Head Lease (the Leased Premises”); and
MARKETING AND INVESTOR COMMUNICATIONS AGREEMENTMarketing and Investor Communications Agreement • December 22nd, 2005 • Baja Mining Corp. • British Columbia
The Corporation carries on the business of the acquisition, exploration and/or development of natural resource properties; and
CONSULTING AGREEMENTConsulting Agreement • December 22nd, 2005 • Baja Mining Corp. • British Columbia
Baja desires that Douglas perform certain financial consulting services for and on behalf of Baja, and Douglas desires to perform such services;
