FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT
FIRST
AMENDMENT TO STOCK PURCHASE AGREEMENT
This
First Amendment to Stock Purchase Agreement (this "First Amendment ") is dated
August 22, 2006 and is by and among Colombia Goldfields, Ltd., a Nevada
corporation ("Buyer"), RNC (Colombia) Limited, a Belize corporation and its
wholly owned subsidiary, Compania Xxxxxx xx Xxxxxx, a Colombian corporation
("Caldas"), (together referred to herein as the "Company") and, Investcol
Limited, a Belize corporation ("Seller"). Certain other capitalized terms used
herein are defined in the Agreement (defined below).
RECITALS
WHEREAS,
Buyer, Seller and Company entered into that certain Stock Purchase Agreement
dated as of January 13, 2006 ("Agreement");
and
WHEREAS,
the parties desire to amend the capital stock purchase option provisions
pursuant to Section 2.3.2 and .3 of the Agreement.
TERMS
NOW
therefore, for $10.00 and other good and valuable consideration, the receipt
and
sufficiency of which is hereby conclusively acknowledged, the parties, agree
as
follows:
1. Amendment
to Section 2.3.2 of the Agreement.
Section
2.3.2 of the Agreement is hereby amended and restated in its entirety as
follows:
2.3.2 Buyer
shall have the option until December 31, 2006 to acquire from Seller 250 Shares
(constituting 25% of the then issued and outstanding capital stock of Company),
free and clear of all Encumbrances in exchange for (i) 4,200,000 shares of
Buyer
Common Stock issued to Seller, (ii) a $5,000,000 non-interest bearing loan
to
the Company to be fully paid no later than December 31, 2006; provided, however,
such funds are subject to call on a monthly basis by Company (iii) $200,000
to
Seller, and (iv) provide sufficient funds to the Company upon terms satisfactory
to Buyer to complete feasibility study.
2. Amendment
to Section 2.3.3 of the Agreement.
Section
2.3.3 of the Agreement is hereby amended and restated in its entirety as
follows:
"2.3.3 Buyer
shall have the option until May 1, 2009 to acquire from Seller 250 Shares
(constituting 25% of the then issued and outstanding capital stock of Company),
free and clear of all Encumbrances for a purchase price equal to 25% of the
value of Caldas determined by a bankable feasibility study certified by
Chlumsky, Xxxxxxxx and Xxxxx, Ltd., or other acceptable third party. The maximum
purchase price to be paid shall not exceed $15,000,000 plus 4,000,000 shares
of
Buyer Common Stock.
Payment
of the purchase price can be made by Buyer in either cash or Buyer Common Stock,
or any combination thereof. A share of Buyer Common Stock shall be valued at
90%
of the average closing price of Buyer Common Stock as reported on a national
securities exchange or national market or quotation system, over the 30 day
period immediately preceding the delivery to the Seller of notice of intent
to
exercise the option by Buyer in conformity with the terms of the Escrow
Agreement annexed hereto as Exhibit "1".
3. Exercise
of Capital Stock Purchase Option.
Buyer
hereby elects to exercise the capital stock purchase option pursuant to Section
2.3.2 of the Agreement. Upon signing of this First Amendment, Buyer shall
deliver to Seller 4,200,000 shares of Buyer Common Stock and pay $200,000 to
Seller.
4. Ratification;
Entire Agreement; Recitals.
Except
as
modified above, all other terms and conditions of the Agreement are ratified
and
reaffirmed in their entirety, and shall remain in full force and effect. This
First Amendment and the Agreement (including the Schedules attached to the
Agreement and the Recitals set forth above and in the Agreement) and other
documents delivered concurrently with the Agreement, contain the entire
understanding of the parties in respect of its subject matter and supersedes
all
prior agreements and understandings (oral or written) between or among the
parties with respect to such subject matter.
5. Amendment;
Waiver.
This
First Amendment may not be modified, amended, supplemented, canceled or
discharged, except by written instrument executed by all parties.
6. Counterparts;
Execution by Facsimile.
This
First Amendment may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so executed shall
be
deemed to be an original and all of which taken together shall constitute one
and the same Agreement. Delivery of an executed counterpart hereof by facsimile
shall be effective as manual delivery of an executed counterpart
hereof.
[Signatures
Begin on Following Page]
IN
WITNESS WHEREOF,
the
parties hereto have caused this First Amendment and Exercise to be executed
the
day and year first above written.
COLOMBIA
GOLDFIELDS, LTD.
/s/
J.
Xxxxx Xxxxxx
By:
J. R.
Xxxxxx
Title:
Chief Executive Officer
INVESTCOL
LTD.
/s/
Xxxxxx X. Xxxxx
By:
Xxxxxx X. Xxxxx
Title:
President
RNC
(COLOMBIA) LIMITED
/s/
Xxx Xxxx
By:
Xxx
Xxxx
Title:
President