EXHIBIT 4.2
OPTION AGREEMENT
BY AND BETWEEN
THE COMPANY
AND
GENMINMEX
DATED JUNE 1, 2007
GENERAL MINERALS CORPORATION DELAWARE
June 1, 2007
TMXI Resources S.A. and
TUMI Resources Limited
Both c/o ▇▇▇▇-▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Dear Sirs/Mesdames:
RE: BATAMOTE 1 AND BATAMOTE 2 CONCESSIONS
This letter agreement (the "AGREEMENT") dated for reference as June 1, 2007 (the
"EFFECTIVE DATE"] provides the terms and conditions for the acquisition by
Minera GENMINMEX S.A. ("GENMINMEX") of an interest in the interests held by TMXI
Resources S.A. (referred to herein as HOLDER) in the Batamote 1 and Batamote 2
Concessions located in the State of Sonora, Mexico, in the Municipality of
Caborca (the "PROPERTY") described in Schedule 1 hereto.
Genminmex acknowledges that Holder's interest in the Property is subject to and
governed by the mineral licenses described in Schedule 2 (the "Mineral
Licenses"). Holder warrants that the Mineral Licenses are in full force and
effect enforceable against the parties thereto in accordance with their
respective terms, and that there are no known circumstances which might
constitute a breach of the Mineral Licenses. Holder represents that true and
complete copies of each of the Mineral Licenses, as amended, have been provided
to Genminmex and that, other than Holder pursuant to the Mineral Licenses and
Genminmex pursuant hereto, no party has any right to acquire an interest in the
Property and the Property is free and clear of any and all liens, charges and
encumbrances other than as set forth in the Mineral Licenses. References in this
Agreement to Genminmex's rights with respect of the Property, and Holder's
obligations in respect thereof, are subject to the Mineral Licenses, as amended
from time to time.
-2-
1. OPTION
1.1 Holder hereby grants to Genminmex the sole and exclusive right
and option to earn an undivided right, title and interest in
and to the Property in the proportion specified in ss.2 (the
"OPTION").
1.2 Genminmex may elect to exercise the Option by fulfilling the
conditions of ss.2 and delivering to Holder a notice (the
"OPTION EXERCISE NOTICE") with respect to each incremental
percentage interest earned.
2. EXPENDITURES TO BE INCURRED; INTERESTS TO BE EARNED
2.1 Genminmex has the exclusive right to earn a sixty percent
(60%) interest in the Property by incurring Expenditures (as
defined herein) during the five (5) year period from and after
the Effective Date (the "INITIAL OPTION PERIOD") totalling two
million dollars (US$2,000,000.00), provided that minimum
Expenditures are incurred of one hundred thousand dollars
(US$100,000.00) during year one (this first year Expenditure
is a guaranteed Expenditure under this Agreement and will
include a stream sediment sampling program), three hundred
fifty thousand dollars (US$350,000) in aggregate Expenditures
by the end of year 2 and seven hundred thousand dollars
(US$700,000) in aggregate Expenditures by the end of year
three. If Genminmex does not incur the $100,000 year one
Expenditures, Genminmex shall pay to Holder in cash the
difference between $100,000 and actual Expenditures incurred
in year one.
2.2 Provided that Genminmex has earned a sixty percent (60%)
interest in the Property in accordance with ss.2.1, Genminmex
has the exclusive right to earn an additional ten percent
(10%) interest in the Property, thereby increasing its
interest in the Property to seventy percent (70%), during the
seven (7) year period from and after the Effective Date (the
"EXTENDED OPTION PERIOD") by EITHER:
(a) incurring an additional three million dollars
(US$3,000,000.00) of Expenditures, for a total of
five million dollars (US$5,000,000.00), OR
(b) completing a final feasibility study (as the term is
generally used in the industry) delineating a reserve
totally or partially on the Property.
Upon earning a 60% interest, Genminmex shall, concurrently
with providing notice to Holder of such exercise, provide
written notice to Holder as to whether it intends to exercise
its right to earn the additional 10% interest (70% in total)
or not.
-3-
2.3 For purposes of this Agreement, "EXPENDITURES" include:
(a) all costs, expenses, charges and outlays, direct and
indirect, funded or incurred by Genminmex on or in
respect of the Property including all on-site costs
including costs for prospecting, claim staking,
tenure obligations (including any and all payments
required to keep the Property in good standing and to
meet any obligations pursuant to the Mineral
Licenses), cash payments required by any Mineral
Licenses, taxes, mapping, surveying, permitting,
geochemical surveys, geophysical surveys, sampling,
assaying, trenching, drilling, geochemical analyses,
road building, drill site preparation, drafting,
report writing, consultants, and all other project
expenditures, but shall not include Mexican VAT which
has been recovered; and
(b) a charge to cover administrative services and head
office services overhead provided by or on behalf of
Genminmex (or an affiliate of Genminmex) of five
percent (5%) of the amount of all items in ss.2.3(a).
2.4 SHORTFALLS IN EXPENDITURES
If Genminmex has not incurred the requisite Expenditures
specified in ss.2.1, or 2.2, Genminmex may, at its sole
discretion, pay in cash to Holder within thirty (30) days
after the end of period in which such Expenditures were to be
incurred, an amount equal to such shortfall and such amount
shall thereupon be deemed to have been Expenditures duly and
timely incurred by Genminmex.
2.5 YEARS
All references to years in ss.2 shall mean the twelve month
periods following the Effective Date or anniversaries thereof.
3. GENMINMEX'S OBLIGATIONS DURING THE SOLE-FUNDING PERIOD
3.1 During the Initial Option Period and Extended Option Period
and until Genminmex gives notice to Holder that (a) Genminmex
has earned a seventy percent (70%) interest in the Property,
(b) Genminmex has earned a sixty percent (60%) interest in the
Property and is seeking no additional interest in the Property
as provided in ss.2.2, or (c) Genminmex terminates this
agreement pursuant to ss.6 (such period being the
"SOLE-FUNDING PERIOD"), Genminmex shall:
(a) be responsible for all obligations and liabilities
associated with any Mineral Licenses, licenses and
authorizations in relation to the Property, including
all payments and actions required to keep the
Property in good standing, all amounts required for
bonds on leases and all amounts required to be
expended on exploration,
-4-
(b) keep the Property free and clear of all liens,
charges and encumbrances arising from its operations
hereunder (except liens for taxes not yet due, other
inchoate liens and liens contested in good faith by
Genminmex) and shall proceed with all diligence to
contest and discharge any such lien that is filed and
shall keep the Property in good standing by doing and
filing all necessary work and by doing all other acts
and things and making all other payments which may be
necessary in that regard;
(c) permit Holder, or its duly authorized
representatives, at their own risk and expense,
access to the Property at all reasonable times and
access to all records prepared by Genminmex in
connection with work done on or with respect to the
Property by providing Genminmex five (5) days advance
notice;
(d) conduct all work on or with respect to the Property
in a manner consistent with good exploration,
engineering and mining practices and in compliance
with all applicable laws, rules, orders and
regulations;
(e) indemnify and save harmless Holder and its respective
directors, officers, employees and agents from and
against any liability for any loss (other than loss
of profits), damage, claim, demand, lien, action or
suit, charge or expense, including legal fees, on
account of injury to or the death of any person or
damage to or loss of any property, any of which
arises from an act, error or omission of Genminmex in
relation to or connection with any work done by or
for Genminmex on or in respect of the Property;
(f) prepare and deliver to Holder once each quarter,
reports on all exploration and/or mining work
conducted by Genminmex and shall deliver timely
reports on all material results.
(g) pay all accounts of every kind of wages, supplies,
workmen's compensation, assessments and all other
accounts and indebtedness incurred by it in
connection with any operations carried on by it or
upon the Property as such payments become due and
payable so that no claim or lien can arise upon the
mining claims comprising the Property or the ores or
minerals contained therein, and Genminmex will
discharge any liens or other encumbrances which may
arise in respect of any work done pursuant to this
Agreement forthwith after determination by litigation
or otherwise of any bona fide dispute or defence
which may properly be raised in respect of any such
lien or encumbrance;
-5-
(h) obtain and maintain, or cause any contractor engaged
by Genminmex hereunder to obtain and maintain, during
any period in which active work is carried out
hereunder, adequate insurance in respect of work on
the Property;
(i) establish the appropriate corporate and business
infrastructure in the country in which the Property
is located to ensure compliance with all local,
provincial, state, federal, international and other
applicable laws; and
(j) conduct all activities on the Property with all due
sensitivity to the concerns of the local community,
and to ensure that the reputation of Holder in the
local community is not damaged by the conduct of
Genminmex;
provided, however, that notwithstanding anything herein to the
contrary, Genminmex shall have no liability for, and Holder
shall indemnify Genminmex for and defend against, any
liability arising from the acts or omissions of Holder (or any
party acting at the direction of or on behalf of Holder) that
are not consistent with the terms and intent of the Mineral
Licenses or this Agreement.
3.2 Within forty-five (45) days after each anniversary of the
Effective Date, Genminmex shall deliver to Holder a statement
showing in reasonable detail the Expenditures incurred by
Genminmex for the immediately preceding twelve (12) month
period and the aggregate Expenditures incurred to the end of
such period. Holder shall have forty-five (45) days from the
time of receipt of such statement to question the accuracy
thereof in writing, failing which such statement shall be
deemed to be correct and unimpeachable thereafter. If Holder
questions any such statement delivered, it shall have ninety
(90) days from the time of delivery of any statement to have
the amounts specified therein audited by an accounting firm
mutually agreed to by the parties and:
(a) the audited results shall be final and determinative
of the amount of Expenditures incurred for the
audited period; provided that, if such audit
discloses a deficiency in the amount of Expenditures
required to be incurred, Genminmex may pay to Holder
in cash the amount of such deficiency within thirty
(30) days following receipt of Notice of such audited
results, whereupon such amount shall be deemed to
have been Expenditures incurred during the audited
period; and
-6-
(b) the costs of the audit shall be borne by Holder if
Genminmex's statement understated Expenditures by any
amount or overstated Expenditures by not more than
three percent (3%) and shall be borne by Genminmex if
such statement overstated Expenditures by greater
than three percent (3%).
3.3 Except in accordance with ss.3.4 or ss.3.5 Holder shall not
transfer, convey, assign, mortgage, or grant an option in or
to its interest in the Property or its rights under this
Agreement.
3.4 Once Genminmex has exercised the Option and, provided the
Extended Option Period has expired or Genminmex has advised
that it is seeking no additional interest in the Property as
provided in ss.2.2, if (i) Holder wishes to sell, convey,
assign, option or otherwise transfer all or any part of its
interest in the Property, or (ii) Holder receives a good faith
offer from a third party to purchase all or any part of
Holder's interest in the Property which Holder is prepared to
accept (in either case, a "TRANSFER"), Holder shall notify
Genminmex of such intention or offer. The notice shall state
the price and all other material terms and conditions of the
proposed Transfer. If the consideration for the proposed
Transfer is, in whole or in part, other than monetary, the
notice shall describe such consideration and its monetary
equivalent (based upon the fair market value of the
non-monetary consideration and stated in terms of cash or
currency). Genminmex shall have thirty (30) days from the date
such notice is delivered to notify Holder whether Genminmex
elects to acquire the part of Holder's interest in the
Property that is the subject of the proposed Transfer (the
"OFFERED INTEREST") at the same price and on the same terms
and conditions as set forth in the notice. If Genminmex does
so elect, the Transfer shall be consummated promptly after
notice of such election is delivered by Genminmex to Holder.
If Genminmex elects not to acquire the Offered Interest or
fails to so elect within the thirty (30) day period, Holder
shall have sixty (60) days following the expiration of the
original thirty (30) day period to consummate the Transfer
with a third party at a price and on terms no less favourable
than those offered by Holder to Genminmex. If Holder fails to
consummate the Transfer to a third party within that sixty
(60) day period, Genminmex's right of first refusal in such
Offered Interest shall be deemed to be revived. Any subsequent
proposal to Transfer all or any part of Holder's interest in
the Property shall be conducted in accordance with all of the
procedures set forth in this ss.3.4.
3.5 The procedures set out in ss.3.4 above shall not apply to a
bona fide transfer by Holder to an affiliated company (as such
term is defined in the Securities Act (Ontario)) provided that
the transferee delivers, in a form acceptable to Genminmex, a
-7-
document whereby it agrees to be bound by, and comply with,
the terms of this Agreement. However, if the transferee ceases
to be an affiliated company to Holder, such transferee shall
transfer the interest back to Holder or offer the interest to
Genminmex under ss.3.4.
4. THE PARTIES' RIGHTS AND OBLIGATIONS FOLLOWING THE SOLE-FUNDING PERIOD
4.1 Following delivery by Genminmex of notice to Holder that
either (a) Genminmex has earned a seventy percent (70%)
interest in the Property or (b) Genminmex has earned a sixty
percent (60%) interest in the Property and is seeking no
additional interest in the Property as provided in ss.2.2, the
parties will share expenses, profits and liabilities related
to the Property in proportion to their ownership interests.
The parties may enter into an agreement to establish their
relationship with regard to the Property; in the absence of
such agreement, the parties will be tenants-in-common of
undivided interests in the Property, with all rights and
obligations established by applicable law. Genminmex will have
the exclusive right to sign all documents or contracts
associated with work on, or maintenance of, the Property and
Holder will provide a power of attorney authorizing such
rights should one be required.
5. GENMINMEX'S RIGHTS DURING THE SOLE-FUNDING PERIOD
5.1 During the Sole-Funding Period, Genminmex shall have the sole
and exclusive unencumbered right, subject to the Mineral
Licenses and governing laws and regulations, to:
(a) enter upon the Property;
(b) have exclusive and quiet possession of the Property (subject
to Holder's right of entry for inspection, as provided above);
(c) have the exclusive right to sign all documents or contracts
with respect to the Property and Holder will provide a power
of attorney authorizing such rights should one be required;
(d) do such prospecting, exploration, development or other mining
work thereon and thereunder as Genminmex in its sole
discretion may consider advisable, including the removal of
ores, minerals and metals from the Property, but only for the
purpose of testing; and
(e) bring and erect upon, and remove from, the Property such
facilities and workings (whether fixed or moveable) as
Genminmex may consider advisable.
-8-
6. TERMINATION
6.1 Genminmex may terminate this Agreement and relinquish the
Option at any time prior to delivering an Option Exercise
Notice by giving notice to Holder but not prior to completing
the year one required expenditures. Further, this Agreement
shall terminate if Genminmex fails to incur the requisite
Expenditures (or pay cash in lieu thereof as permitted
hereunder) subject to Genminmex's rights under ss.10 Defaults.
Should Genminmex fail to cure any default within the
guidelines presented in ss.10 Defaults, Holder may, by notice
in writing to Genminmex, terminate this Agreement. Upon
termination as provided herein, this Agreement shall be of no
further force or effect and Genminmex shall have no further
interest in the Property or liability to Holder (except for
residual liability arising from the express obligations under
ss.3.1 or ss.6.1(a) (b) and (c), and 7 and 12 hereunder). Upon
Holder's request, Genminmex shall quitclaim all of its right,
title and interest in the Property to Holder. Upon
termination, Genminmex shall:
(a) leave the Property in a safe condition and in good standing
with respect to work commitments, including those to maintain
the Mineral Licenses, the filing of assessment work and paying
of rental fees if applicable, and annual cash payments
required by Mineral Licenses for a period of sixty (60) days
from the date of termination, free and clear of all liens,
charges and encumbrances arising from operations hereunder
(except for taxes not yet due, other inchoate liens and liens
contested in good faith by Genminmex) and in good standing
with respect to all applicable environmental, safety and other
statutory rules, regulations and orders arising from or
applicable to work done on the Property by Genminmex;
(b) deliver to Holder, within ninety (90) days of a written
request made by Holder, a comprehensive report on all work
carried out by Genminmex on the Property (limited to factual
matters only), together with all drill cores (which shall be
made available for collection by Holder and will be maintained
by Genminmex for this 90 day period), assay samples, copies of
all maps, drill logs, assay results and other factual
technical data compiled by Genminmex with respect to the
Property which were not previously delivered to Holder, all of
which will be the sole property of Holder; and
(c) at the request of Holder, remove from the Property within
three months of the date of the request, all mining facilities
erected, installed or brought upon the Property by or at the
instance of Genminmex provided that such request is made
within 3 months of termination of the Agreement. Genminmex
-9-
shall have 3 months to remove all such facilities and
equipment from the Property. If such facilities and equipment
have not been removed by Genminmex within such 3 month period
then Holder many elect to keep any mining facilities erected
on the Property.
6.2 PARTIAL RELEASE
Genminmex may at any time decide to exclude portions of the
Property from the Agreement by providing Holder thirty (30)
days notice of its intent. While this Agreement is in force
only Genminmex has the right to relinquish parts of the
Property. Holder will have the right to retain the
relinquished portions of the Property should they wish to do
so. These portions of the Property retained by the Holder will
be excluded from this Agreement.
7. CONFIDENTIALITY AND PRESS RELEASES
7.1 Each party agrees that all information obtained hereunder
shall be the exclusive property of the party providing the
information and shall not be publicly disclosed or used other
than for the activities contemplated hereunder, except as
required by law or by the rules and regulations of any
regulatory authority or stock exchange having jurisdiction or
in connection with the filing of an annual information form,
prospectus or similar document, or with the written consent of
the other party, such consent not to be unreasonably withheld,
provided that the provisions of this section do not apply to
information which is or becomes part of the public domain
other than through a breach of the terms hereof.
7.2 A party proposing a press release relating to the Property
shall provide a copy to the other party for its information
and comments at least one (1) full business day prior to
release. Any comments that the receiving party may make shall
not be considered certification by the other party of the
accuracy of the information in such press release, or a
confirmation by it that the content of such press release
complies with the rules, policies, by-laws and disclosure
standards of the applicable regulatory authorities or stock
exchanges. If the receiving party fails to provide comments
within said time period the providing party may make the
proposed press release. Holder will make information public
only at the same time or after Genminmex or its parent.
7.3 Consent to disclosure of information hereunder shall not be
unreasonably withheld where a party wishes to disclose any
such information to a third party for the purpose of arranging
financing for its contributions hereunder or for the purpose
of selling its interest in the Property or its interest in
-10-
this Agreement, provided that such third party gives its
undertaking to the parties that any such information not
theretofore publicly disclosed shall be kept confidential and
not disclosed to others for a period agreed upon by the
parties, which shall not be less than one year in duration.
8. FORCE MAJEURE
8.1 A party shall be entitled to claim force majeure if it is
prevented from or delayed in performing any obligation under
this Agreement by any cause beyond its reasonable control,
excluding only lack of finances, but including accidents, acts
of God, strikes, lockouts, or other industrial disputes, acts
of the public enemy, war, insurrection, acts of terrorism,
riots, fire, storm, flood, explosion, government restriction,
failure to obtain any approvals required from regulatory
authorities or unavailability of equipment (provided the
approvals were properly applied for or the equipment was
sought in a timely way), interference by third party interest
groups or other causes whether of the kind enumerated above or
otherwise. In the event of a force majeure, the time for the
performance of that obligation shall be extended for a period
equivalent to the total period the cause of the prevention or
delay persists regardless of the length of such total period.
The party that claims force majeure shall promptly notify the
other party and shall take all reasonable steps to remove or
remedy the cause of the prevention or delay insofar as it is
reasonably able to do so and as soon as possible. The party
claiming force majeure will provide the other party with
regular written reports summarizing events that have occurred
and prospects for resolution.
9. NOTICES
9.1 Any notice, direction or other communication required or
permitted to be given under this Agreement shall be in writing
and may be given by personal delivery or by mail (first class
postage prepaid) or by sending it by facsimile or other
similar form of electronic or telecommunication, in each case
addressed as follows:
If to Genminmex or General Minerals Corporation [Delaware]:
c/o General Minerals Corporation [Delaware]
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇@▇▇.▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
-11-
If to Holder or TUMI Resources Limited:
c/o TUMI Resources Limited
▇▇▇▇-▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
10. DEFAULTS
10.1 If any party (a "DEFAULTING PARTY") is believed to be in
breach or default of any requirement herein set forth, the
other party may give notice to the Defaulting Party specifying
the breach or default. The Defaulting Party shall not lose any
rights under this Agreement unless promptly and in any event
within thirty (30) days after the giving of notice of default
by the other party, the Defaulting Party has failed to take
reasonable steps to cure the breach or default by the
appropriate performance or the Defaulting Party fails to
dispute the notice of default. Upon any such failure, the
other party shall be entitled to seek any remedy it may have
on account of such default. Genminmex will indemnify and save
harmless Holder from and against all losses, damages, costs or
expenses, including legal costs suffered or incurred by Holder
as a result of or in connection with a breach of any provision
hereof. Tumi Resources Limited, the parent company of Holder,
shall cause Holder to fulfill its obligations hereunder, and
will indemnify and save harmless Genminmex from and against
all losses, damages, costs or expenses incurred by Genminmex
as a result of or in connection with a breach of this
Agreement by Holder. General Minerals Corporation [Delaware],
the parent company of Genminmex, shall cause Genminmex to
fulfill its obligations hereunder, and will indemnify and save
harmless Holder from and against all losses, damages, costs or
expenses incurred by Holder as a result of or in connection
with a breach of this Agreement by Genminmex.
11. GENERAL
11.1 ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the
parties pertaining to the subject matter of this Agreement and
-12-
supersedes all prior agreements, understandings, negotiations
and discussions, whether oral or written, of the parties, and
there are no representations, warranties or other agreements
between the parties in connection with the subject matter of
this Agreement except as specifically set out in this
Agreement.
11.2 INTERPRETATION
In this Agreement, words signifying the singular number
include the plural and vice versa, and words signifying gender
include all genders. Every use of the word "including" in this
Agreement is to be construed as meaning "including, without
limitation".
11.3 SECTION HEADINGS
The division of this Agreement into sections and the insertion
of headings are for convenience of reference only and do not
affect the construction or interpretation of this Agreement.
11.4 CURRENCY
All dollar amounts in this Agreement refer to currency of the
United States.
11.5 TIME OF ESSENCE
Time is of the essence in all respects of this Agreement.
11.6 FURTHER ASSURANCES
Each party shall execute and deliver such further agreements
and documents and provide such further assurances as may be
reasonably required by the other to give effect to this
Agreement and, without limiting the generality of the
foregoing, shall do or cause to be done all acts and things,
execute and deliver or cause to be executed and delivered all
agreements and documents and provide such assurances,
undertakings and information as may be required from time to
time by all regulatory or governmental bodies or stock
exchanges having jurisdiction over the affairs of a party or
as may be required from time to time under applicable
securities legislation.
11.7 AMENDMENT AND WAIVER
No supplement, modification, amendment, waiver, discharge or
termination of this Agreement is binding unless it is executed
in writing by the party to be bound. No waiver of, failure to
exercise or delay in exercising, any provision of this
-13-
Agreement constitutes a waiver of any other provision (whether
or not similar) nor does such waiver constitute a continuing
waiver unless otherwise expressly provided.
11.8 ENUREMENT
This Agreement enures to the benefit of and is binding upon
the parties and their respective successors and permitted
assigns.
11.9 SEVERABILITY
Each provision of this Agreement is distinct and severable. If
any provision of this Agreement, in whole or in part, is or
becomes illegal, invalid or unenforceable in any jurisdiction
by a court of competent jurisdiction, the illegality,
invalidity or unenforceability of that provision will not
affect the legality, validity or enforceability of the
remaining provisions of this Agreement or the legality,
validity or enforceability of that provision in any other
jurisdiction.
11.10 COUNTERPARTS AND FACSIMILE SIGNATURES
This Agreement may be executed and delivered by the parties in
one or more counterparts, each of which when so executed and
delivered will be an original and such counterparts will
together constitute one and the same instrument. This
Agreement, to the extent signed and delivered by means of
electronic transmission (including facsimile and Internet
transmissions), shall be treated in all manner and respects as
an original agreement and should be considered to have the
same binding legal effect as if it were the original signed
version thereof delivered in person.
11.11 APPLICABLE LAW
The Agreement shall be governed by the laws of the Province of
British Columbia and the laws of Canada applicable therein.
11.12 NOT ASSIGNABLE
Genminmex shall not transfer, convey, assign, mortgage or
grant an option in respect of or grant a right to purchase or
in any manner transfer or alienate all or any portion of its
interest or rights under this Agreement without the prior
consent in writing of Holder. Except that Genminmex will have
the specific right to transfer the rights under this agreement
to any subsidiary of General Minerals Corporation, including
when such transfer is done as part of a restructuring or IPO
of a then subsidiary of General Minerals Corporation or
similar transaction that includes the Genminmex properties.
This right specifically includes the transfer of the rights
under this Agreement as part of a plan by General Minerals
Corporation to spin-out its North American assets into a new
company.
-14-
If the foregoing terms are acceptable, please confirm your acceptance of the
terms set out above by signing below where indicated and returning a signed copy
to the undersigned.
Yours truly,
MINERA GENMINMEX S.A. GENERAL MINERALS CORPORATION [DELAWARE]
/s/ ▇▇▇▇▇ ▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇
_____________________________ _____________________________
Authorized Signatory Authorized Signatory
The Holder and TUMI Resources Limited hereby agree to the foregoing terms of
this letter agreement this 1st day of June, 2007.
TMXI RESOURCES S.A. TUMI RESOURCES LIMITED
/s/ ▇▇▇▇▇ Henstidge /s/ ▇▇▇▇▇ Henstidge
_____________________________ _____________________________
Authorized Signatory Authorized Signatory
SCHEDULE 1
BATAMOTE 1 AND BATAMOTE 2 CONCESSIONS
SCHEDULE 2
MINERAL LICENSES
