EXHIBIT 10.2
MINERAL OPTION AMENDING AGREEMENT
THIS AGREEMENT is dated as of the 3rd day of February, 2003
BETWEEN:
Spirit Energy Corp (formerly Whitegold Natural Resource Corp.),
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of Xxxxx 000, 000 Xxxx Xxxxxx, Xxxxxxxxx,
Xxxxxxx Xxxxxxxx, X0X 0X0
(the "Optionor")
OF THE FIRST PART
AND:
Big Cat Mining Corporation,
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of 0000 Xxxxxxx Xxxx, Xxxxxxxx, Xxxxxxx, X0X 0X0
(the "Optionee")
OF THE SECOND PART
WHEREAS:
A. The Optionor and the Optionee are parties to an option agreement dated
September 28, 2001 (the "Option Agreement");
B. The Optionor and the Optionee wish to amend certain terms of the
exercise of the option.
NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the sum of
$1,000.00 paid by the Optionee to the Optionor (the receipt and sufficiency of
which is acknowledged) the parties mutually covenant and agree as follows:
1. AMENDMENT OF OPTION AGREEMENT
1.1 Paragraph 4(b) of the Option Agreement is amended to read as follows:
"(b) The Option shall be fully exercised by the Optionee incurring
Exploration Expenditures of $3,500,000 on the Property as
follows:
(A) $50,000 on or before March 1, 2004;
(B) a further $100,000 on or before December 31, 2004;
(C) a further $350,000 on or before December 31, 2005;
(D) a further $1,000,000 on of before December 31, 2006; and
(E) a further $2,000,000 on or before December 31, 2007.
In the event that the Optionee spends, in any of the above periods,
less than the specified sum, it may pay the Optionor the difference
between the amount it actually spent and the specified sum before the
expiry of that period in full satisfaction of the expenditures
specified. In the event that the Optionee spends, in any period, more
than the specified sum, the excess shall be carried forward and
applied to the expenditures to be made in succeeding periods."
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1.2 Schedule "A" is amended to read as follows:
Tenure No. Claim Name Expiry Date Units Tag No.
---------- ---------- ------------ ----- --------
334360 ISK 1 2005/12/15 20 227242
---------- ---------- ------------ ----- --------
334361 ISK 2 2005/12/15 20 227224
---------- ---------- ------------ ----- --------
334362 ISK 3 2005/12/15 20 227243
---------- ---------- ------------ ----- --------
334362 ISK 4 2005/12/15 18 227245
---------- ---------- ------------ ----- --------
342825 ISK 5 2005/03/03 16 227213
---------- ---------- ------------ ----- --------
343826 ISK 6 2005/03/03 16 227224
---------- ---------- ------------ ----- --------
349262 Grizzly 2002/08/10 5 228114
---------- ---------- ------------ ----- --------
349836 BRIL 1 2005/08/15 1 669160M
---------- ---------- ------------ ----- --------
349837 BRIL 2 2005/08/15 1 669161M
---------- ---------- ------------ ----- --------
349838 BRIL 3 2005/08/15 1 669162M
---------- ---------- ------------ ----- --------
349839 BRIL 4 2005/08/16 1 669163M
---------- ---------- ------------ ----- --------
349840 XXXX 1 2005/08/16 1 669164M
---------- ---------- ------------ ----- --------
349841 XXXX 2 2005/08/16 1 669165M
---------- ---------- ------------ ----- --------
349842 XXXX 3 2005/08/16 1 669200M
---------- ---------- ------------ ----- --------
1.3 Other than as amended by this Mineral Option Amending Agreement, all
provisions, terms and conditions of the Option Agreement remain in full
force and effect.
2. MISCELLANEOUS
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2.1 Notices.
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Any notice required or permitted to be given under this Agreement shall be
in writing and may be given by delivering same or mailing same by
registered mail or sending same by telegram, telex, facsimile or other
similar form of communication to the following addresses:
The Optionor: Spirit Energy Corp.
Xxxxx 000, 000 Xxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx
X0X 0X0
Facsimile: (000)000-0000
The Optionee: Big Cat Mining Corporation
0000 Xxxxxxx Xxxx
Xxxxxxxx, Xxxxxxx
X0X 0X0
Facsimile No. (000)000-0000
Any notice so given shall:
(a) if delivered, be deemed to have been given at the time of
delivery;
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(b) if mailed by registered mail, be deemed to have been given on
the fourth business day after and excluding the day on which
it was so mailed, but should there be, at the time of mailing
or between the time of mailing and the deemed receipt of the
notice, a mail strike, slowdown or other labour dispute which
might affect the delivery of such notice by the mails, then
such notice shall be only effective if actually delivered; and
(c) if sent by telegraph, telex, facsimile or other similar form
of communication, be deemed to have been given or made on the
first business day following the day on which it was sent.
Any party may give written notice of a change of address in the aforesaid
manner, in which event such notice shall thereafter be given to such party as
above provided at such changed address.
2.2 Amendments.
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Neither this Agreement nor any provision hereof may be amended, waived,
discharged or terminated orally, but only by an instrument in writing
signed by the party against whom enforcement of the amendment, waiver,
discharge or termination is sought.
2.3 Entire Agreement.
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This Agreement embodies the entire agreement and understanding between the
parties hereto and supersedes all prior agreements and undertakings,
whether oral or written, pertaining to the subject matter hereof.
2.4 Action on Business Day.
-----------------------
If the date upon which any act or payment hereunder is required to be done
or made falls on a day which is not a business day, then such act or
payment shall be performed or made on the first business day next
following.
2.5 No Merger of Judgment.
----------------------
The taking of a judgment on any covenant contained herein or on any
covenant set forth in any other security for payment of any indebtedness
hereunder or performance of the obligations hereby secured shall not
operate as a merger of any such covenant or affect the Optionee's right to
interest at the rate and times provided in this Agreement on any money
owing to the Optionee under any covenant herein or therein set forth and
such judgment shall provide that interest thereon shall be calculated at
the same rate and in the same manner as herein provided until such judgment
is fully paid and satisfied.
2.6 Severability.
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If any one or more of the provisions of this Agreement should be invalid,
illegal or unenforceable in any respect in any jurisdiction, the validity,
legality or enforceability of such provision shall not in any way be
affected or impaired thereby in any other jurisdiction and the validity,
legality and enforceability of the remaining provisions contained herein
shall not in any way be affected or impaired thereby.
2.7 Legal Fees.
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Notwithstanding anything in the Option Agreement to the contrary, each
party shall be responsible for the payment of its own legal fees.
2.8 Successors and Assigns.
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This Agreement shall enure to the benefit of and be binding upon all
parties hereto and their respective successors and assigns, as the case may
be.
2.9 Governing Law.
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This Agreement shall be governed by and be construed in accordance with the
laws of the Province of British Columbia and the parties hereto agree to
submit to the jurisdiction of the courts of the Province of British
Columbia with respect to any legal proceedings arising herefrom.
2.10 Time.
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Time is of the essence of this Agreement.
2.11 Headings.
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The headings of the paragraphs of this Agreement are inserted for
convenience only and do not define, limit, enlarge or alter the meanings of
any paragraph or clause herein.
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2.12.Currency.
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All dollar amounts expressed herein refer to lawful currency of Canada.
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be duly
executed and delivered as of the day and year first written above.
Spirit Energy Corp.
Per:
/s/ Xxxxx Xxxxxxxx
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Xxxxx Xxxxxxxx
Big Cat Mining Corporation
Per:
/s/Xxxx Xxxxx
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Xxxx Xxxxx
