TRANSLATION
EXPLORATION AND PROSPECTION CONTRACT AND OPTION TO PURCHASE
In the city of Xxxxxxx, province of Xxxxxxx, on the twelfth day of the
month of May of the year one thousand nine hundred and ninety four, it is agreed
between X.X. XXXXXXXXXX INC., represented by this act by its representative Xx
Xxxxx Xxxxx, whose legal capacity was accredited by a general power of attorney,
registered in No. 22637, folio 230, volume 262L of the Public Book of General
Mandates, on April 7th, 1994, with legal residence at 837 Xxxxxxx Moldes St,
province of Xxxxxxx, as one party, and as the other party XX. XXXXXX XXXXXXX
XXXXXXXXX, Military Registration Document No. 6,865,305, married, geologist,
with domicile of choice at 6140 Xxxxx Xxxx St., Villa Nueva, Guaymallen,
Mendoza, and special domicile at 275 Xxxx X. Xxxxxx St., Floor 1, Flat "A", city
of Xxxxxxx; together with Xxx. XXXXX XXXXX XX XXXXXXXXX, Registration Document
No. 4,115,161, married, housewife, domiciled at the same place than Xx Xxxxxxxxx
and that she appears with the only aim of rendering the corresponding conjugal
consent required by, Section 1277 from the Civil Code; and XX XXXXXX XXXXXXX
XXXXXXX, National Registration Document No. 14,188,132, married, geologist, with
domicile at 000 Xxx Xxxx Xx., Xxxxxxxx "X0", Xxxxx 0,. Flat 55, city of Xxxxxxx,
together with XX XXXXXXX XXXXXXX XXXXXXXXXX, geologist, National Registration
Document No. 13,265,280, married, with the same domicile than the previous one;
who appear on their own, and at same time, render the corresponding conjugal
consent required by section 1277 from the Civil Code; the appearers last
mentioned, are represented unified
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hereinafter in the person of Xx Xxxxxx X. Xxxxxxxxx and Xx Xxxxxx X. Xxxxxxx;
and all the mentioned parties agree upon this Exploration and Prospection
Contract and Option to Purchase which will be ruled pursuant to the following
articles:
FIRST: Xx. Xxxxxx Xxxxxxx Xxxxxxxxx, Xx. Xxxxxx Xxxxxxx Xxxxxxx and Xx
Xxxxxxx Xxxxxxx Xxxxxxxxxx as holders of the applications for cateos under
application: a) Pursuant to expediente No. 86-G-93; Xx. 00-X-00; Xx. 00-X-00;
Xx. 00-X-00; No. 99-T-93; No. 101-G-93 and No. 383-I-93; and the manifestaciones
de descrubrimiento which handle pursuant to expediente No. 343-G-93 called
"Caliato"; No. 344-G-93 called "Titan" and No. 345-C-93 called "Almatea" and
putting on record that the total area is called "Santa Xxxxx"; all these
expedientes belong to the Provincial Department of Mining in the city of
Xxxxxxx, stating Xx Xxxxxxxxx and Xx Xxxxxxx that their licenses or rights are
fully valid and are in force pursuant to the Mining Code and that there are no
legal or conventional inhibitions, attachments or encumbrances whatsoever on the
mines, giving X.X. Xxxxxxxxxx INC, or the person that X.X. Xxxxxxxxxx appoints
in due time, an irrevocable option to bay these mines or cateos or partial or
total rights at any stage of the contracts. Attached to the present agreement,
there will be the corresponding Title Certificates of the General Department of
Mining, on the already mentioned mining rights. At the same time, the
assignments of rights corresponding to the expedientes No. 98-B-93, No. 99-T-93,
No. 101-G-93 and No. 383-I-93 on behalf of Xx Xxxxxx X. Xxxxxxxxx; which were
legalized by deed No. 23 (General Official Record) dated April 29, 1994,
Registry Xx. 000, Xxxxxxx, on the responsibility of Xx Xxxxxx Xxxxxxx Xxxxxx.
Meanwhile, certified xerox-copies of the already mentioned expedientes are
added. Their legal conditions are derived
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from them and the parties sign these expedientes as well as their corresponding
location and surface sketches. It is hereby stated that in none of these areas
there is either mining work or improvements whatsoever.
It is included within the present section all and any manifestacion of
mining rights, specially manifestaciones de descubrimientos which had been done
by the contracting parties (on their behalf or on behalf of third parties) in
the areas mentioned before, since January 1st, 1994 (01/01/94).
SECOND: The option may be taken by X.X. Xxxxxxxxxx INC. at any moment
within the four years as of May 12, 1994 and Xx Xxxxxxxxx and Xx Xxxxxxx commit
themselves to do on their own all the things necessary to formally convey X.X.
Xxxxxxxxxx INC. or whoever this company appoints, the mining properties detailed
in Section l. In order to make this conveyance easier, Xx Xxxxxxxxx and Xx
Xxxxxxx xxxxx irrevocable rights in the name of X.X. Xxxxxxxxxx INC. and/or the
person this company appoints to expedite the legal proceeding of the already
mentioned expedientes, to denounce the minerals they may find and to directly
require from the General Department of Mining the corresponding title deeds and
their emerging rights, during the period the present contract is in force. The
proceedings undertaken before the General Department of Mining and/or any other
related section, will be in charge of X.X. Xxxxxxxxxx INC. with the cooperation
and help of Xx Xxxxxxxxx and Xx Xxxxxxx.
During the term this contract is in force, both parties commit themselves,
in their own name and in the name of third parties, not to require and register
as alien to the mentioned contract in the surfaces included, any cateo,
manifestaciones de descubrimientos, minas or
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estacas minas, or any other right that may change the spirit of this contract.
At the same time, if X.X. Xxxxxxxxxx INC. defines an ore body in external areas
which limits with the areas referred to in Section 1 and began its commercial
exploitation, it should acknowledge Xx Xxxxxxxxx and Xx. Xxxxxxx a Net Smelter
Return royalty of 2.5% of the mineral to be extracted in the areas invading the
ones described in the first section; royalty to be payable annually, after
ninety days as of the date of closing the balance sheet of X.X. Xxxxxxxxxx INC.
Nevertheless, as payment term, the amount of U$S 100,000.00 will be given in
advance at the beginning of the exploitation and as partial payment of the
royalty that may result at the end of the financial statement; these last
mentioned payments are cumulative to compensate for their proportions with the
royalties. Summarizing, the maximum dollar value of 2.5% of the annual royalty
on the output agreed upon cannot be cumulatively surpassed. In a word this
royalty is thus limited, by a maximum, without any limit of time, of U$S
1,950,000 - the total area price.
X.X. Xxxxxxxxxx INC commits itself to supply Xx Xxxxxxxxx and Xx Xxxxxxx
all the technical information necessary for controlling the appropriate
clearance of the royalties. In the event that the ore bodies partially invade an
original contracted area, X.X. Xxxxxxxxxx INC. will postpone and always keep for
an unlimited period of time, the option of buying the area for a total price of
U$S 1,950,000.00, and the total of the related royalties payed in that area,
under any concept, will be considered as on account of this agreed upon total
maximum price; with the exception of the additional royalty of 0.5% (zero point
five percent) annually on the net smelter return, agreed upon as the additional
price, to the U$S 1,950,000.00 as total price.
Xx Xxxxxxxxx and Xx Xxxxxxx, in their own name and in the name of third
parties, cannot
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ask for any cateos, registering of a claim to a mine or manifestacion creadora
of mining rights in the area hereby committed; under warning of being restricted
in the terms and options of the present contract.
THIRD: During the effective term of the present contract, Xx Xxxxxxxxx and
Xx Xxxxxxx award X.X. Xxxxxxxxxx INC. the possession of the cateos and rights
already identified in the first section, but this last mentioned company cannot
commercially exploit the ore bodies. X.X. Xxxxxxxxxx INC. can do research work
and can do the following works: geological, mining and topographical research,
drillings of any kind, can take surface and underground samples, can do surface
diggings and underground works, mineralogical and metallurgical research works,
can build pilot plants for studying and can do any other useful investigations
to achieve the pursued aim, which is the discovery and blocking out of an
economically viable ore body; except if it practices the option to purchase.
FOURTH: In the case that X.X. Xxxxxxxxxx INC. uses its right to option
mentioned in the first section of the present contract, the selling price of the
properties mentioned in the first section is equivalent to the sum of one
million nine hundred and fifty thousand of US dollars (U$S 1,950,000.00) for all
the areas and ore bodies included in this contract, payable with US dollars or
Argentine pesos, according to the seller exchange-rate of US dollars at the
Banco de la Nacion Argentina the day before the payment is accomplished. The
stated payment terms of U$S 1,950,000 for all the areas and ore bodies
mentioned, will be the following ones:
(1st) as payments on account of the total price, during the period of four
years of the option to purchase:
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(a) First year: when the contract is signed U$S 20,000.00.
on January 5, 1995 U$S 30,000.00.
(b) Second year: on July 5, 1995 U$S 35,000.00.
on January 5, 1996 U$S 40,000.00.
(c) Third year: on July 5, 1996 U$S 50,000.00.
on January 5, 1997 U$S 75,000.00.
(d) Fourth year: on July 5, 1997 U$S100,000.00.
on January 5, 1998 U$S100,000.00.
TOTAL: U$S450,000.00.
In case X.X. Xxxxxxxxxx INC. decides in favor of the option to purchase before
the fourth year, the difference up to U$S 450,000.00 will be included to the
final price and will be divided into the same terms, always remaining five equal
shares for the payment of this final price.
(2nd) Terms and conditions of payment of the balance of payment, for U$S
1,500,000.00 in case the option to purchase is chosen.
At the moment of giving, Xx Xxxxxxxxx and Xx Xxxxxxx, the title
transferring deed, the amount of U$S 300,000.00 must be payed and the term for
paying the balance of the payment will began to run, at the rate of four equal
and consecutive biannual shares, of U$S 300,000.00 each; which will expire on
the fifth day of the first day of each biannual period; on occasion, these
shares must include the proportional share for the difference on U$S 450,000.00
for having chosen the option to purchase before completing this amount. For this
last balance of price, subsequent to the deed, a payment bond, enough and
reasonable for the parties, must be given.
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(3) Additional to the amounts previously stated, in case of choosing the
option to purchase, after the last share, the following royalty or "regalia"
must be payed.
When the title transferring deed or the independent public instrument is
done, X.X. Xxxxxxxxxx INC. will fix for the account of Xx Xxxxxxxxx and Xx
Xxxxxxx a royalty or "regalia" of 0.5% (zero point five percent) on the "net
smelter return" of the total production of the ore body. This royalty will be
payed annually after ninety days as of the closing date of the balance sheet of
X.X. Xxxxxxxxxx INC.; nevertheless, as a way of payment, the amount of U$S
100,000.00 will be given in advance at the beginning of the production on
account of the royalty that may result at the end of it. These payments will be
cumulative till compensating its proportions with the royalty; i.e. it cannot
cumulatively surpass the maximum of the annual 0.5% (zero point five percent) of
the production, agreed upon as royalty X.X. Xxxxxxxxxx INC. commits itself to
give Xx Xxxxxxxxx and Xx Xxxxxxx the necessary technical information to control
the appropriate settlement of the royalty.
All the amount, for any item, hereby stated in payment; will be payable in
the opportunities respectively mentioned, at the domicile of X.X. Xxxxxxxxxx
INC. in the city of Xxxxxxx; or by depositing in the banking account Xx
Xxxxxxxxx and Xx Xxxxxxx require; notified, within the limits of the
reasonability.
FIFTH: X.X. Xxxxxxxxxx INC. will be able to terminate the present agreement
at any moment during the term of the option to purchase, by means of a notice
sent with fifteen days of previous notice, to the contractual domicile of Xx
Xxxxxxxxx and Xx Xxxxxxx; without compensation whatsoever for them. Xx Xxxxxxxxx
and Xx Xxxxxxx are not authorized to
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unilaterally rescind the contract except in the cases foreseen in Section 11th.
The contract will terminate for both parties in the effective termination date
specified in the notice, or the last effective date of the option to purchase if
the last one was not used. With such termination X.X. Xxxxxxxxxx INC. will give
back the tenancy of the mining concessions to Xx Xxxxxxxxx and Xx Xxxxxxx in
their present conditions, with the concession charges updated and without
equipment or obligation to give back the already achieved improvements; except
in the case when it is necessary to demolish them in order to take them away and
the one who demolishes them cannot use them any more. In case X.X. Xxxxxxxxxx
INC. terminates the contract, the amounts payed up to that moment will be for
the benefit of Xx Xxxxxxxxx and Xx Xxxxxxx, as compensation for the
unavailability of the ore bodies.
SIXTH: In guarantee of the option to purchase referred to in the first
section of the present contract, Xx Xxxxxxxxx and Xx Xxxxxxx commit themselves
to simultaneously register before the Mining Authority of the Province of
Xxxxxxx a voluntary inhibition to transfer, sell, rent, or levy a tax on the
mining leases identified in the 1st Section, and as regards this topic, they
have already requested it. The inhibition already mentioned will be in force for
a period equal to the period of duration of the present contract, and a copy of
this contract will be submitted as a causal reference of the mentioned
inhibition, which will request its registration as a marginal note in the
registry of each mine, as well as in each expediente.
SEVENTH: Xx Xxxxxxxxx and Xx Xxxxxxx will give the mining concessions
object of the present contract, together with the mining license fees already
payed on the date of the signing of the contract. During the effective date of
this contract, X.X. Xxxxxxxxxx INC. will:----------
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(a) Undertake all the expenses derived from the maintenance in legal
effectiveness of the rights mentioned in the FIRST section, understanding by
that the payment of: the mining licence fees of the cateos and the concessions,
the measurement of cateos and mines, estacas minas and manifestaciones de
descubrimiento, the replacement of boundaries and any other expense or
Provincial or Municipal expenditure which may affect the already mentioned
mining rights; not being deductible from the payments to Xx Xxxxxxxxx and Xx
Xxxxxxx, except in the case the last mentioned people had undertaken such
obligation.
(b) X.X. Xxxxxxxxxx will be in charge of any administrative improvement
necessary to introduce. Xx Xxxxxxxxx and Xx Xxxxxxx will not be responsible for
the tools, machines, equipments, installations or improvements located in the
mining property;
(c) Take on all responsibilities related to physical injury or death of any
person or damages to property deriving from negligence or guilt chargeable to
X.X. Xxxxxxxxxx, its employees or subordinates arising from their activities;
(d) Pay all the manual labor and work related, in all its aspects, and all
the material used in relation to the objection of the present contract;
releasing Xx. Xxxxxxxxx and Xx Xxxxxxx from any responsibility;
(e) All the compensations that may correspond to the superficiary or to
third parties, including the Estate, due to environmental damages, without
limitation in time, are exclusively on X.X. Xxxxxxxxxx INC.'s account, provided
that they are chargeable to the procedures of the company.
EIGHTH: X.X. Xxxxxxxxxx INC. may, at any moment during the effective date
of this
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contract, install and take away from the mining concession any tool, machinery,
equipment and supplies belonging to the same. It is specifically agreed upon
that in case of total or partial termination of the present contract for any
reason whatsoever, X.X. Xxxxxxxxxx INC. can take away from its property all the
goods, tools, machinery, equipment or supplies, and the cost of the already
mentioned withdrawal will be in charge of X.X. Xxxxxxxxxx INC., who will remove
the above mentioned equipment within ninety (90) days as of the termination of
the contract; X.X. Xxxxxxxxxx INC. cannot take away any underground beam, or
timbering, nor any other supports already installed by it, and cannot alter or
restore excavations or any other works on the surface, unless it is so required
by a suitable law, regulation or administrative policy. X.X. Xxxxxxxxxx cannot
either remove or disassemble any masonry constructions only built to be
demolished, without the subsequent responsibility of the company. X.X.
Xxxxxxxxxx INC. may have during the mentioned period of time, a watchman or the
necessary guard.
NINTH: After the total or partial termination of the present contract for
any reason whatsoever, excluding the payment of X.X. Xxxxxxxxxx INC. to Xx
Xxxxxxxxx and Xx Xxxxxxx of the purchase price in the way and amounts already
stated in the fourth section, and provided that Xx Xxxxxxxxx and Xx Xxxxxxx have
not incurred in any nonfulfillment whatsoever; X.X. Xxxxxxxxxx INC. must supply
to them a free written copy of all the factual data related to the studies
specified in section three, done up to the moment, with its signature; likewise,
X.X. Xxxxxxxxxx INC. will provide the necessary drill core or material useful
for the investigation, within the term of ninety days after the termination. Xx
Xxxxxxxxx and Xx Xxxxxxx will have the right to examine the mining concession at
any reasonable moment, without interrupting any
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work; previously giving notice to X.X. Xxxxxxxxxx INC. of their intention to do
such inspection with an advance period of time of no less than ten days.
TENTH: Xx Xxxxxxxxx and Xx Xxxxxxx state and guarantee to be the only
concessionaires of the mining concessions or application of cateos included in
Section 1; that they are in undisturbed possession and with a right on them,
that they have not ceded or encumbered them; that they are free and exempt from
any claim on the part of third parties or people acting in their name. Without
limiting or restricting any other right of X.X. Xxxxxxxxxx INC. against Xx
Xxxxxxxxx and Xx Xxxxxxx, it is agreed upon that if at any moment during the
effective date of the present contract X.X. Xxxxxxxxxx INC. or the Mining
Authority or third parties happen to find out or expressly state any kind of
defect or restriction in the deed of any of the concessions or application for
cateos identified in Section First, Xx Xxxxxxxxx and Xx Xxxxxxx will remedy the
mentioned defects. If Xx Xxxxxxxxx and Xx Xxxxxxx do not do it in the term of
thirty days from the date they are notified to do it so X.X. Xxxxxxxxxx INC.,
except in the case of force majeure; those defects, delays or restrictions can
be corrected by X.X. Xxxxxxxxxx INC., to which effect they give X.X. Xxxxxxxxxx
INC. or to whom the company appoints, an irrevocable right or power to try to
correct them. In the event that X.X. Xxxxxxxxxx INC. pays the total purchase
price in the terms and with the amounts stated in the fourth section of the
present contract, acquiring in so doing the right assigned by the entitlement of
the mining concessions, and the actual and material possession of the mines, was
given to the company, Xx Xxxxxxxxx and Xx Xxxxxxx will immediately give the
instruments and will do all the necessary proceedings to improve the
transference of the concession in the name of X.X. Xxxxxxxxxx INC. The
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expenses and fees that require the granting and registration of the instruments
and the registration of the voluntary inhibition will be charged to X.X.
Xxxxxxxxxx INC. Subsidiarily, it is emphasized that Xx Xxxxxxxxx and Xx Xxxxxxx
give irrevocable right or power to X.X. Xxxxxxxxxx INC. or to whom they appoint
in order to do all the necessary acts or to extend the instruments that
terminate the transference of the control of the minas or applications for
cateos subject to this contract, when giving notice of the option to purchase.
ELEVENTH: The only ground for termination in the name of Xx Xxxxxxxxx and
Xx Xxxxxxx will be the lack of due payment of the amounts of money agreed upon
in section four and what is agreed upon by X.X. Xxxxxxxxxx INC. in section
seventh. The right to terminate the contract due to lack of payment will be in
force after thirty days of delinquency in the fulfillment of the same. The
delinquency will work by law and without need of injunction or out-of-court
demand, for the only reason of the expiration of the term. During the period of
the effective delinquency, the amount of it will accrue an interest equivalent
to the rate of Banco de la Nacion Argentina for the discount of commercial
papers or promissory notes; which must be payed together with the money owed.
After the delinquency term of thirty days, Xx Xxxxxxxxx and Xx Xxxxxxx can
unilaterally terminate the contract by means of an authentic notification at the
domicile of X.X. Xxxxxxxxxx INC., keeping in their favor the amounts collected
up to that moment; without detriment of their right to demand the owed amounts
of money; except in the case the option to purchase had been exercised and more
than one third of the price had been payed, in which case, they must previously
demand the payment of the price balance with its guarantee.
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TWELFTH: All the rights of X.X. Xxxxxxxxxx INC. derived from the present
contract may be freely transferred by them, having to notify that act to Xx
Xxxxxxxxx and Xx Xxxxxxx. At the same time, the Cessionaires shall have to
confirm their acceptance of all the conditions of the present contract, before
Xx Xxxxxxxxx and Xx Xxxxxxx; from then onwards they shall be substituted in all
the rights and duties which originally belonged to X.X. Xxxxxxxxxx INC. The
rights of Xx Xxxxxxxxx and Xx Xxxxxxx pursuant to this contract, may be
transferred only with previous permission of X.X. Xxxxxxxxxx INC. The above
mentioned agreement cannot be unreasonably denied.
THIRTEEN: This contract will oblige the parties and their corresponding
heirs, executors, trustees, successors, beneficiaries, and related third
parties. All knowledge or information which Xx Xxxxxxxxx and Xx Xxxxxxx acquire
related to the works mentioned in the third section will be kept confidential
and will be considered as such except in the case that X.X. Xxxxxxxxxx INC.
releases, in writing, the holders from this duty. This article of
confidentiality will be in force during the whole period of the contract, and a
year after the date of termination or the purchase of the property and of the
mining rights were in effect. Likewise, X.X. Xxxxxxxxxx INC. commits itself to
keep confidentiality up to one year after the date the contract is terminated,
with the exception that the holders, in writing, release X.X. Xxxxxxxxxx INC.
from this duty.
FOURTEENTH: Xx Xxxxxxxxx and Xx Xxxxxxx state again that they appoint as
their agent before X.X. Xxxxxxxxxx INC., with the purpose of practicing their
rights and fulfilling the duties that emerge from this contract, Xx Xxxxxx
Xxxxxxx Xxxxxxxxx, who will jointly,
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alternately or separately act, with Xx Xxxxxx Xxxxxxx Xxxxxxx, binding their
notices, stipulations, payment receipts and determinations to all and each of
the grantors as if they had personally or jointly done them; with the exception
that they imply modifications of the present contract, in which case they will
have to come to an agreement.
Xx Xxxxxxxxx and Xx Xxxxxxx will explicitly give notice at the contractual
domicile of X.X. Xxxxxxxxxx INC. in the case the present group of
representatives is modified. The actual address for all notices to Xx Xxxxxxxxx
and Xx Xxxxxxx is: Xxxx Xxxxxxx Xxxxxx 275, First Floor, Apartment "A", Mendoza
and the one of X.X. Xxxxxxxxxx INC., Xxxxxxx Xxxxxx 000, Xxxxxxx. These
addresses may be modified, in the area comprised by the city of Xxxxxxx and the
area called Gran Xxxxxxx, with previous reliable notice.
FIFTEENTH: This contract will be officially recorded in a Registry Notary
Public Office and before the Mining Authority; the expenses will be in the
charge of X.X. Xxxxxxxxxx INC., to the effects of the stamps taxes of the
Province, the parties hereby state that the present contract is included in the
exemptions foreseen by the modification of Section 240, paragraph 31 of Tax Law
6104.
SIXTEENTH: The parties agree that in case of controversy they submit to the
jurisdiction of the Lower Courts of the city of Xxxxxxx, with the exclusion of
any other court or Jurisdiction.
With the signature of the present contract, X.X. Xxxxxxxxxx INC. pays in
this act the amount of U$S 20,000 (US Dollars twenty thousand) to its
contracting party, in payment for the amount of the first installment stated by
the Fourth Section. Upon receipt of this payment Mr
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Giustozzi and Xx Xxxxxxx shall return a sufficient receipt and the full covering
and total acquittance for this matter.
In witness whereof it is signed the present contract in four copies of the
same kind, one per each of the parties, one to be registered in the Mining
Authority of the province of Xxxxxxx, and the other to be officially recorded at
a local Registry Public Notary Office.
Simultaneously, two copies of the same contract are signed, translated into
English and certified by Public Translator.
Xxxxx Xxxxx Xxxxxx Xxxxxxx Xxxxxxxxx
in the name of X.X. Xxxxxxxxxx Mil. Reg. Doc. 6,865,305
Xxxxxx Xxxxxxx Carotti Xxxxx Xxxxx de Xxxxxxxxx
Xxx. Reg. Doc. 14,188,132 Reg. Doc. 4,115, 161
Xxxxxxx Xxxxxxx Xxxxxxxxxx
Nat. Reg. Doc. 13,265,280
EXPLANATORY CLAUSE: Related to NET SMELTER RETURN: In the case royalties must be
payed, it is understood as "net smelter return" all the metallic minerals,
concentrates, or products of the same minerals which contain minerals or
derivative minerals sold by the Company. If the crude minerals which contain
minerals or derivative minerals, sold by the
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Company, the "net smelter return" of them will be considered as the actual
amount received by the mentioned Company, in the sale of them, less the
deduction of all the expenses corresponding to the transport (including freight,
insurance and delivery and shipping charges) from the property up to the
stockpile of the purchaser or any other unloading place.
When the concentrates or products containing derivative minerals are sold
by the Company, the "net smelter return" must be considered as the actual amount
received by the Company for such sale, except when it is applicable the
deduction for any and all costs of smelting, refining, weighing, sampling,
assay, handling, transportation (including freight, insurances, handling and
shipping expenses), penalties for impurities and other charges levied by the
purchaser, so long as the Company does not deduct any other charge for initial
processing. By "initial processing" it is understood the initial grinding or
concentration or any other crude mineral treatment during which one or more
mineral products are recovered from the mentioned crude mineral to be sold; or
its later processing, during which the first tails and the tailings of the crude
mineral are discarded or deposited.
The already mentioned deductions will be limited to amounts commercially
reasonable in the light of the current industry norms and practices accepted
good at that moment, corresponding to smelting or any other similar actions of
metal treatment.
The "Net smelter return" for, the crude mineral, concentrates or products
treated in a smelting or other similar operations of metal treatment which were
owned, operated or controlled by the Company, or treated under the base of a
processing fee for the Company, will be taken into account pursuant to what has
already been mentioned, with the deductions already
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stated. For crude minerals, concentrates or products sold to companies
associated or sold by the Company, but in some other way used by the Company,
the gross price of the sales will be stated in a similar way; so long as the
total deductions made by the Company pursuant to the present paragraph, do not
exceed the total deductions other smelters or treatment facilities for similar
materials might have done in case the mentioned materials were smelted or
treated in those installations according to a reasonable commercial agreement.
INFORMATION CLAUSE: Xx Xxxxxx Xxxxxxx Xxxxxxxxx, Xx Xxxxxx Xxxxxxx Xxxxxxx
and Xx Xxxxxxx Xxxxxxx Xxxxxxxxxx expressly place on record that their share as
the other parties of X.X. Xxxxxxxxxx INC. in the different mining rights hereby
committed in exploration and prospection and option to purchase, as well as in
all the rights and liabilities deriving from this contract, is of 70% (seventy
percent) of the shares for the account of Xx Xxxxxx Xxxxxxx Xxxxxxxxx, and 30%
(thirty percent) of the shares for the account of Xx Xxxxxx X. Xxxxxxx, with the
express consent of Xx Xxxxxxx Xxxxxxx Xxxxxxxxxx to the present record.
Xxxxx Xxxxx Xxxxxx Xxxxxxx Xxxxxxxxx
in the name of X.X. Xxxxxxxxxx Mil. Reg. Doc. 6,865,305
Xxxxxx Xxxxxxx Carotti Xxxxx Xxxxx de Xxxxxxxxx
Xxx. Reg. Doc. 14,188,132 Reg. Doc. 4,115,161
Xxxxxxx Xxxxxxx Xxxxxxxxxx
Nat. Reg. Doc. 13,265,280
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The present contract of Exploration and Prospection and Option to Purchase
has five folios. Attached to them, there are different public instruments
described below, which are numbered from folio 6 to 14. Then there follow three
pages which are not numbered and correspond to the certification of signatures,
the resolution for the inscription No. 221 and the inscription in the Mining
Notary's Office.
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Folio 6
(Letter to the Director of the General Department of Mining, requesting a
certificate of mining rights).
Xxxxxxx, Xxxxx 5th, 1994.
Director of the General Department of Mining: Lic. Xxxxx X. Xxxxx.
Ref: Request for a Certificate of Concession of Mining Rights.
The undersigning, Xxxxxx Xxxxxxx Xxxxxxxxx, submits to the Director of the
General Department of Mining and says that:
(1) He has come to ask the Notary's Office of the mentioned Department for
a Certificate of the Mining Rights herein detailed:
# of Expediente Name: Mining Dis.: Rights:
343-G-93 "Calisto" #17 Salamanca Manif. Descub.
344-G-93 "Titan" " " Manif. Descub.
345-C-93 "Almatea" " " Manif. Descub.
86-G-93 Cateo " " Cateo
88-C-93 Cateo " " Cateo
92-R-93 Cateo " " Cateo
98-B-93 Cateo " " Cateo
99-T-93 Cateo " " Cateo
101-G-93 Cateo " " Cateo
383-I-93 Cateo " " Cateo
-19-
(2) He asks for a certificate of concession of the mentioned rights to be
presented to the people, interested in the exploration of them.
Sincerely yours,
There follows the seal and signature of Xxxxxx X. Xxxxxxxxx, Geologist.
Register No.: 445, Reg. No. A-922, Professional Council, Mendoza.
There follows a seal which reads: "Submitted to me, the Notary of Mines, in
two copies, without any signature from lawyer, on the fifth day of the month of
April of the year one thousand nine hundred and ninety four, at 8:30. There
follows the seal and signature of Xxx Xxxxxxxxx de la Xxxx, Notary Public,
General Department of Mining.
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Folio 7
(Report from the Notary Public of the General Department of Mining to the
Director of the same office on the Mining Rights requested by Xxxxxx 0.
Giustozzi)
Ref: Identification 231-M-94 "Xxxxxxxxx, Xxxxxx X." requests
Certificate of the Mining Rights herein mentioned."
Dear Sir,
We report according to what is stated on folio 1:
1. Expediente 343-G-93. "Xxxxxxxxx, Xxxxxx X. M/Ore body of COPPER, named
"CALISTO", located in the mining district No. 17, Department of Tupungato". The
report on the sample states: "ROCK WITH SCATTERINGS OF COPPER OXIDATES". It is
authorized for SIGHT.
2. Expediente 344-G-93. "Xxxxxxxxx, Xxxxxx X. M/Ore body of COPPER, named
"TITAN", located in the mining district No. 17, Department of Tupungato". The
report on the sample states: "ROCK WITH SCATTERINGS OF COPPER MINERALS AND
STRINGERS WITH MINERALIZATIONS OF COPPER AND IRON." It is authorized for SIGHT.
3. Expediente 345-C-93. "Carotti, Xxxxxx X. M/Ore body of COPPER, named
"ALMATEA", located in the mining district No. 17, Department of Tupungato". The
report on the sample states: "MINERALIZATION OF IRON - pyrite - AND OF COPPER
OXIDATES". It is authorized for SIGHT.
4. Expediente 86-G-93. "Xxxxxxxxx, Xxxxxx Xxxxxxx S/ Cateo, located in the
mining district No. 17, Department of Tupungato". As of 10/14/93 it is given
notice to the interested
-21-
party domiciled at 275 Xxxx Xxxxxxx Xxxxxx St.- lst Floor - Flat "A" of the city
of Xxxxxxx, in view of the report of the Graphic Register and summoning within a
term of 10 days to comply with the provisions of Section 23- Law 22.259, as
regards the minimum program of work to be done, elements, equipment and
machinery to be used. Likewise he should declare he is not comprised in the
prohibitions stated either by Section 27, final paragraph, or by Section 28,
fifth paragraph of the Mining Code. All this, under warning of LAPSING of the
right to comply with it in the future. The lapsing shall come to effect as a
matter of law by the mere expiration of the term: Section 30, Mining Procedure
Code). Give official notice for superficiaries to be determined. In folios 5/6
it is showed a Program of Works and an Affidavit. In folio 7: an official notice
by the Official Land Register. In folio 9: The Official Land Register reports
that the real estate is part of the real estate of Xx. XXXXXXX XXXXXX XXXXX,
with legal address at P.O. Box No. 5- Tupungato and of XXXXXX X. XX XXXXXX. To
be authorized.
5. Expediente 88-C-93. "Carotti, Xxxxxx Xxxxxxx" S/Cateo. In mining
district No. 17, Department of Tupungato". Graphic Register shows that it
overlaps with file No. 79-M-92 "Xxxxxx, Xxxxxx X., s/Cateo, Mining District No.
17, Department of Tupungato" and Expedients No. 86-G-93, "Xxxxxxxxx, Xxxxxx
Xxxxxxx". It is to be presented the Authorization to the Official Land Register,
with the forms filled in and folio 4, s/Graphic Register the report of that
department does not differ.
6. Expediente 92-R-93. "Xxxxxxxxxx, Xxxxxxx Xxxxxxx s/Cateo. In mining
district No. 17, Department of Tupungato". In folio 2, back, Graphic Register
shows that it overlaps with expediente No. 79-M-92 "Xxxxxx, Xxxxxx, s/Cateo; and
File Xx. 00-X-00, "Xxxxxxxxx,
-00-
Xxxxxx Xxxxxxx" s/Cateo and 88-C-93 Xxxxxxx, Xxxxxx S/Cateo". It is given order
to give sight to the interested party. Give it authorization for the
superficiary/ies to be determined. In folio 7 the interested party is given
notice. In folio 8 a new sketch attached. It is for judgement to be passed by
the Department of Graphic Register.
7. Expediente 98-B-93. "Xxxxxx, Xxxxxx Xxxxxxx, S/Cateo. In mining district
No. 17, Department of Tupungato". Graphic Register shows, in folio 2 (back
side), that it overlaps with expediente No. 92-R-93, "Xxxxxxxxxx, Xxxxxxx
Xxxxxxx, s/Cateo, Mining District No. 17". In folio 5 it shows the Program for
Works and it states not to be comprised either in Section 27 or in Section 28 of
the Mining Code. In folio 8 the Official Land Register states that the real
estate is part of the estate of Xx. Xxxxxxx Xxxxxx Xxxx, with legal domicile at
X.X. Xxx Xx. 0, Xxxxxxxxx. Xx is given order to authorize the superficiary
stated by the Official Land Register. Once done, it should pass to the
Department of Geology.
8. Expediente 99-T-93. "Xxxxx, Xxxx Aldo, S/Cateo in mining district No.
17, Department of Tupungato". In folio 2, back side, the Graphic Register shows
that it overlaps with files No. 79-M-92, 86-G-93, 88-C-93 and 92-R-93, already
defined herein. In folio 4, it is given notice. In folio 5 it shows the Program
for Works and it states not to be comprised either within Section 27 or Section
28 of the Mining Code. In folio 9 the Official Land Register states that the
real estate is part of the estate of Xx. Xxxxxxx Xxxxxx, with legal domicile at
000 Xxxxxxxxx Xx of the city of Xxxxxxx. It is given order to authorize the
superficiary stated by the Official Land Register. Once done, it should pass to
the Department of Geology. Once terminated, it should pass to the Office of
Legal Advice. (Section 26, Clause d, Law 3790).
-23-
9. Expediente 101-G-93. "Xxxxxxxxx, Xxxxxx Xxxxxx, S/Cateo. In mining
district No. 17, Department of Tupungato". In folio 2, back side, the Graphic
Register shows that it overlaps with expediente No. 78-R-92, Xxxxx, Xxxxxx,
S/Cateo, in Mining Xxxxxxxx Xx. 00, Xxxxxxxxx". In folio 4, the interested party
is given notice. In folio 5 it shows the Program for Works and the affidavit,
stating not to be comprised either within Section 27 or Section 28 of the Mining
Code. In folio 6 it is ordered to summon the Holder within 5 days for him to
give back the authorization to the Official Land Register. It is to be given
notice.
10. Expediente-383-I-93 "Xxxxxx, Xxxxxxx Xxxxxxxxx, S/Cateo, in Mining
Xxxxxxxx Xx. 00, Xxxxxxxxx". It is to be given the official document according
to what the Direction of Mining states, in order to comply with what is stated
by Section 23 of the Amendment to the Mining Code, Law 22.259, as regards the
Minimum Program of Works to be done, elements, equipment and machinery to be
used. Authorize it for the superficiaries to be determined. Give it course in
accordance with Section 43 of the Mining Procedure Code.
Mining Notary's Office, April 12th, 1994
There follows the seal and signature of Xxx Xxxxxxxxx de la Xxxx, Notary
Public, General Department of Mining.
On the face of the page there appear four stamps crossed by the seal of Xxx
Xxxxxxxxx de la Xxxx, Notary Public, General Department of Mining.
-24-
Folio 8
List of the different "expedientes", with registration dates and other data.
XXXXX XXXXX (Xxx xxx Xxxxx, 0000-00 and 19)
86-G-93:
343-G-93 presented 08/30/93 notified
Mine CALISTO not min to be known
118-C-94 presented 04/11/94 overlap
Mine GEOTEC4 to be corrected not min
drawing to be done to be known
126-C-94 presented 04/13/94 overlap
Mine GEOTEC5 to be corrected not min
drawing to be done to be known
88-C-93:
345-C-93 presented 08/30/93 notified
Mine ALMATEA to be corrected to be known
128-R-94 presented 04/13/94 overlap
Mine GEOTEC10 to be corrected not min
drawing to be done to be known
92-R-93:
116-C-94 presented 04/11/94 overlap
Mine GEOTEC1 to be corrected not min
drawing to be done to be known
119-C-94 presented 04/11/94 overlap
Mine GEOTEC7 to be corrected not min
drawing to be done to be known
125-C-94 presented 04/13/94 overlap
Mine to be corrected not min
drawing to be done to be known
-25-
127-C-94 presented 04/13/94 overlap
Mine GEOTEC8 to be corrected not min
drawing to be done to be known
98-B-93:
120-C-94 presented 04/11/94 overlap
Mine GEOTEC9 to be corrected not min
drawing to be done to be known
123-C-94 presented 04/13/94 overlap
Mine GEOTEC6 to be corrected no min
drawing to be done to be known
99-T-93
117-C-94 presented 04/11/94 overlap
-26-
Folio 9
Mine GEOTEC2 to be corrected not min
drawing to be done to be known
101-G-93:
344-G-93 presented 08/30/93 notified
Mine TITAN not min to be known
383-I-93:
137-C-94 in presented 04/19/94 overlap
Mine GEOTEC11 to be corrected not min
notified to be known
138-C-94 in presented 04/19/94 overlap
Mine GEOTEC12 to be corrected not min
notified to be known
139-C-94 in presented 04/19/94 overlap
Mine GEOTEC13 to be corrected not min
notified to be known
There appears an illegible signature.
-27-
Folios 10 and 11
(Maps of the Polimetallic Project of Santa Xxxxx).
On the right lower corner of folio 10 there is the title of the map which
reads: Polimetallic Project of Santa Xxxxx. Tupungato. Mendoza. Location of
Exploration Permits and "Manifestaciones de Descubrimiento". Page 3369-26, Mt.
Tupungato. X. Xxxxxxxxx - X. Xxxxxxx. Scale: 1:100,000. (There appears the same
illegible signature as in folio 9)
On the right upper corner of folio 11 there is the title of the map, which
reads: Polimetallic Project of Santa Xxxxx. Tupungato. Mendoza. Location of
Exploration Permits and "Manifestaciones de Descubrimiento". Page 3369-20 and
19, Plomo River. X. Xxxxxxxxx - X. Xxxxxxx. Scale: 1:100,000. (There appears the
same illegible signature as in folios 9 and 10)
-28-
Folio 12
(Notarial Proceedings for the Transfer of Rights and Free Mining Shares)
Notarial Proceedings. Original Record of Deed. Law 4735.
-29-
Transfer of Free Mining Rights and Shares. XXXXXXX XXXXXXXXX TRUSTA, XXXXXX
XXXXXX XXXXXXXXX, XXXXXX XXXXXXX XXXXXX AND XXXX XXXX XXXXX in favor of XXXXXX
XXXXXXX XXXXXXXXX.
Deed No. twenty three (General Record of Deed)
In the city of Xxxxxxx, Argentine Republic, on April the twenty-ninth of
the year one thousand nine hundred and ninety-four, before me, XXXXXX XXXXXXX
XXXXXX, National Notary Public with Register No. two hundred and sixty-six of
this capital city, there appear: As one party, XXXXXXX XXXXXXXXX TRUSTA, married
for the first time to Xxxx Xxxxxxx Xxxxxx, who appears in this procedure to give
consent as per Section 1277 of the Civil Code, with legal domicile at 000 Xxxxx
Xx., of the City of Xxxxxxx, National Registration Document No. 14,858,091;
XXXXXX XXXXXX XXXXXXXXX, married for the first time to Xxxxx Xxxxxxxx, who
appears in this procedure to give consent as per Section 1277 of the Civil Code,
with legal domicile at 275 Xxxx Xxxxxxx Xxxxxx St., First Floor, Flat "A", of
the City of Xxxxxxx, National Registration Document No. 14,858,093; XXXXXX
XXXXXXX XXXXXX, single, with legal domiciled at 275 Xxxx Xxxxxxx Zapat St.,
First Floor, Flat "A" of the City of Xxxxxxx, National Registration Document No.
11,809,356; and XXXX XXXX XXXXX, married for the first time to Xxxxx Xxxxxxx
Xxxxxxxxx, who has come to this procedure to give her consent as per Section
1277 of the Civil Code, with legal domicile at 275 Xxxx Xxxxxxx Xxxxxx St.,
First Floor, Flat "A", of the City of Xxxxxxx, National Registration Document
No. 17,124,963;
and as the other party XX. XXXXXX XXXXXXX XXXXXXXXX, married for the first
-30-
time to Xxxxx Xxxxxx, who takes part in this procedure to give her consent
pursuant to Section 1277 of the Civil Code, his Military Registration Document
being No. 6,865,305, with domicile at 275 Xxxx Xxxxxxx Xxxxxx St., first floor,
Flat "A", of this City, all the appearing parties being Argentine, of age,
capable to the best of my knowledge and belief, I attest. And Xx. XXXXXXX
XXXXXXXXX TRUSTA, XXXXXX XXXXXX XXXXXXXXX, XXXXXX XXXXXXX XXXXXX AND XXXX XXXX
XXXXX, all of them by their own rights, STATE: that they ASSIGN AND TRANSFER
WITH NO CHARGE, the rights shares and liabilities which they have, belonging and
corresponding to them on the Mining "Cateos" which will be detailed, in favor of
Xx. XXXXXX XXXXXXX XXXXXXXXX and he explicitly accepts:
FIRST: Xx. Xxxxxxx Xxxxxxxxx Trusta, on a cateo located in the Mining
District No. 17 of the Department of Tupungato, processed in Expediente No.
383-I-93;
SECOND: Xx. Xxxxxx Xxxxxx Xxxxxxxxx, on a Cateo located in the mining
district number 17, of the Department of Tupungato, of this Province; in
Expediente No. 101-G-93;
THIRD: Xxx. Xxxxxx Xxxxxxx Xxxxxx, on a Cateo located in the mining
district number 17 of the Department of Tupungato of this province, in
Expediente No. 98-B-93; and
FOUR: Xx. Xxxx Xxxx Xxxxx, on a Cateo located in the mining district number
17 of the Department of Tupungato of this province, in Expediente No. 99-T-93;
all the mentioned Cateos correspond to the General Department of Mining,
Argentine Republic. The grantors state that the rights and shares they transfer
by this public instrument have not been transferred, encumbered or bound in any
way and that they transfer them as they are at the
-31-
moment, Xx. Xxxxxx Xxxxxxx Xxxxxxxxx taking the rest of the liabilities at his
own charge:
Consequently, each of the grantors, in their position as holder make
delivery, relinquish and withdraw from all and each of the rights and mining
shares which they have on the Cateos, object of this cession which they transfer
in favor o the assignee, who substitutes for them in their same place and grade,
being authorized to make use of them in the form and conditions which he deems
convenient to his own interests.
In this position, Xx. Xxxxxx Xxxxxxx Xxxxxxxxx accepts all and each of the
terms of this Deed of Cession of Ming Rights, Shares and Liabilities, freely
granted in his favor. The authorizing Notary Public hereby states the following:
(a) with the certificate No. 6,723 issued by the Department of Public
Registry and General File of the Province of Xxxxxxx, dated April 29th, of the
current year, which is before us and is filed in this Notary's Office, it is
attested that the grantors are not inhibited to make use of their property;
(b) with the report by the General Department of Mining, it is attested
that the Cateos object of this cession are in the name of the grantors as
detailed and that there are no liens whatsoever up to the present, being in
force;
(c) that the grantor declares to have a tax identity, i.e., his Unique
Identity Number for Tax Contribution, (C.U.I.T) 00-0000000-0 and that he has
been paying the National Retirement Fund for Autonomous Workers, and that at
present a new number is being processed in order to be able to work again. Once
read and confirmed by me, it is signed before me, I attest.
-32-
There follow different illegible signatures and the seal and signature of
Xxxxxx Xxxxxxx Xxxxxx, Notary Public, Register N. (illegible), Mendoza. His seal
and signature appears twice on this page.
On the top corner of the two pages of this deed there appear the Numbers
000704135 and 000704136, series C, respectively.
On the opposite corner there appears the seal of the Notarial Office of the
Province of Xxxxxxx.
On the first page of the deed there appears the seal and signature of Lia
Xxxxxxxxx xx Xxxxx, Notary Public, General Department of Mining.
-33-
Folio 14
(Notarial Proceeding, Certification of the xerox-copy by Notary public).
F, No. 173241.
It coincides with its original copy which I have had before me, pursuant to
public instrument number twenty-three, folio twenty-five, dated April 29th,
1994, I attest. I hereby issue this first evidence for the interests party in
the place and date above mentioned.
There follows the seal and signature of Xxxxxx Xxxxxxx Xxxxxx, Notary
Public, Reg. Xx. 000, Xxxxxxx.
There follows a seal which certifies that the present xerox-copy, is true
to its original. It is signed and sealed by Xxx Xxxxxxxxx de la Xxxx, Notary
Public, General Department of Mining. Date: May 10th, 1994.
All the previous folios bear five illegible signatures, the seal and
signature of Xxxxxxxx Xxxxxx Lago, Lawyer and Notary Public, Register Xx. 000,
Xxxxxxx, and a seal that reads: "Certified on the folio of the Notarial
Proceeding No. 204387, with the stamps of the certification attached No.
894806/805/804/803/802. Mendoza, May 13th, 1994.
(Notarial Proceeding certifying the signatures of the holders).
Notarial Proceeding. Folio No. 204387.
In my capacity as Notary Public, Notarial register number three hundred and
fifty five of this Capital City, I hereby certify that the signatures in the
previous file, which appear on fourteen folios bearing my signature and seal and
evidence of the certification made on the
-34-
present folio of the Notarial Proceeding, and bearing the seal for the numbering
of folios of my Notary's Office, belong to Xx Xxxxx Xxxxx, passport issued by
the United Kingdom of Great Britain and Northern Ireland, No. C 969.194 D, Xx
Xxxxxx Xxxxxxx Xxxxxxxxx, Military Registration Document No. 6.865.305, Xx Xxxxx
Xxxxx xx Xxxxxxxxx, Registration Document no. 4.115.161, Xx Xxxxxx Xxxxxxx
Xxxxxxx, National Registration Document No. 14.188.132, and Xx Xxxxxxx Xxxxxxx
Xxxxxxxxxx, National Registration Document No. 13.265.280, which have been
signed before me; as well as that Xx Xxxxx Xxxxx is representative of the entity
"X.X. Xxxxxxxxxx Inc.", what is demonstrated by a deed of General Power of
Attorney, registered in the Public Register of General Mandates of this province
with number 22.627, folio 230, book 262, "L". The corresponding requirement are
legalized simultaneously on pages 71, 75, 73, 74 and 72 respectively, of the
book No. "One" of Requirements of the Authorizing Party, I attest.
Mendoza, on the thirteenth day of the month of May of the year one thousand
nine hundred and ninety four.
There follows the seal and signature of Xxxxxxxx Xxxxxx Lago, Lawyer-Notary
Public, Register Xx. 000, Xxxxxxx.
On the back of the notarial proceeding there appear the stamps from the
Notarial Office of Mendoza, with a seal of the Retirement Office of Notaries
Public and the name of Xxxxxxxx Xxxxxx Lago, Notary Public.
At the bottom of the face page of the notarial proceeding, there appears
the seal and signature of Xxxxxxxx X. Xxxxxx Lago, Lawyer-Notary Public,
Register no. 355, Mendoza.
-35-
(Resolution No. 221 by the Honorable Council of the General Department of
Mining)
Government of Mendoza.
Xxxxxxx, Xxxx 15th, 1994.
Resolution No. 221.
Whereas:
Expediente No. 227-N-94, under the name of: "X.X. Xxxxxxxxxx Inc.,
Xxxxxxxxx Xxxxxx y Xxxxxxx Xxxxxx A." - S/ Registering, and
Whereas:
the documents evidenced in court records is legal in form pursuant to
Sections 11, 123 and 124 of the Mining Code Procedure according to evidences in
court records, to the favorable report by the Legal Consultant's Office and to
the power vested by Section 19, Law 3790.
Thus:
the Honorable Council of the General Department of Mining determines:
First Section: To be registered by the Mining Notary Public Office in the
Register of Mining Business and Mortgages, with evidence in marginal note to the
Entries of the other Registers which may correspond, the Exploration and
Prospection Contract and Option to Purchase, on folios 1/5, undersigned by the
contracting parties "X.X. Xxxxxxxxxx, Inc." and Xx Xxxxxx Xxxxxxx Xxxxxxxxx and
Xx Xxxxxx Xxxxxxx Xxxxxxx", corresponding to the Applications of Cateos on
Expedientes N. 00-X-00, X. 00-X-00, X. 00-X-00, X. 98-B-93, N. 99-T-93, N.
101-G-93 and N. 383-I-93, and the Manifestaciones de Descubrimientos in
-36-
Expedientes N. 343-G-93, named "Calisto", N. 344-G-93, named "Titan" and N.
345-C-93, named "Almatea", of which court records were processed before the
General Department of Mining, naming the total area constituted by the above
mentioned "Santa Xxxxx", Mining District N. 17, Department of Tupungato of this
Province, duly certified the signatures registered before the Notary Public Xx.
Xxxxxxxx X. Xxxxxx Lago, pursuant to Sections 11, 123 and 124 of the Mining
Procedure Code.
Section 2: Be it known through Graphic Register to all other Attachments
and Inhibitions.
Mining Notary's Office, July 11th, 1994.
There follows the seal and signature of Xxx Xxxxxxxxx de la Xxxx, Notary
Public, General Department of Mining.
To the left, there appears the seal of the Ministry of Economy, Mendoza.
I HEREBY CERTIFY THAT THE FOREGOING IS A TRUE AND FAITHFUL TRANSLATION OF
THE ORIGINAL DOCUMENT WRITTEN IN SPANISH WHICH I HAVE HAD BEFORE ME IN THE CITY
OF XXXXXXX, ARGENTINE REPUBLIC, ON THE SECOND DAY OF THE MONTH OF AUGUST OF THE
YEAR ONE THOUSAND NINE HUNDRED AND NINETY FOUR.
-----------------------------------
XXXXX XXXXX XXXXXXXXX
Traductora Publica de ____ Mat.___
-37-
COMPLEMENTARY AGREEMENT
In the city of Xxxxxxx Province, June 30th, 1994, it is agreed between X.X.
Xxxxxxxxxx Inc., represented in this act by Xx. Xxxxx Xxxxx, on one hand; and on
the other by XXXXXX XXXXXXX XXXXXXXXX, XXXXXX XXXXXXX CAROTTI AND XXXXXXX
XXXXXXX XXXXXXXXXX, represented by Xxx. Xxxxxx X. Xxxxxx guaranteeing this
representation by submitting General Power of Attorney. The said parties agree
to the current "complementary agreement".
FIRST: The parties have an Exploration and Prospecting Contract with Option to
Buy, regarding the area called "Santa Xxxxx" located in Tupungato, Mendoza; this
contract comprehends the mining rights that arise from the different files which
have been registered at Direccion Provincial de Mineria under file number
227-N-94 s/ inscripcion contrato, Tomo N(degree) 18, Asiento A-72, Fs. 000/000,
Xxxxxxxx xx Xxxxxxxx xx Xxxxx e Hipotecas.-
SECOND: According to the fourth article part b) in the original contract X.X.
Xxxxxxxxxx Inc. should have paid US$35,000, on July 5, 1995. The parties have
agreed in this complementary agreement that on July 5, 1995, X.X. Xxxxxxxxxx pay
US$5,000 (five thousand dollars); and that tile remaining US$30,000 be paid on
December 15, 1995. Should X.X. Xxxxxxxxxx Inc. not pay the remaining US$30,000
on December 15, 1995, the original contract will be automatically resumed.-
THIRD: The rest of the clauses and conditions stated in the main contract,
including other payment terms and dates remain current. Both parties ratify that
the main contract of Exploration and Prospecting with Option to Buy in all its
extent.
Six copies are signed in Mendoza on June 30, 1995.
Signatures include Xxxxx Xxxxx for X.X. Xxxxxxxxxx Inc.; Xxxxxx Xxxxxxxxx; and
Xxxxxx X. Xxxxxx on behalf of Xx. Xxxxxxx and Xxx. Xxxxxxxxxx.
There is a seal that states: This document is certified by notary public paper
N(degree) 241867/69; Xxxxxxx, Xxxx 30, 1995. A signature below stating the name
of the Notary Public, Xx. Xxxxxxxx X. Xxxxxx Lago.
-38-
EXPLORATION CONTRACT WITH OPTION TO BUY
COMPLEMENTARY AGREEMENT
in the city of Xxxxxxx Province, December 13th, 1995, it is agreed between X.X.
Xxxxxxxxxx Inc., represented in this act by Xx. Xxxxx Xxxxx, on one hand; and on
the other by XXXXXX XXXXXXX XXXXXXXXX, XXXXXX XXXXXXX CAROTTI AND XXXXXXX
XXXXXXX XXXXXXXXXX, represented by Xxx. Xxxxxx X. Xxxxxx guaranteeing this
representation by Submitting General Power of Attorney. The said parties agree
to the current "complementary agreement".
FIRST: The parties have an Exploration and Prospecting Contract with Option to
Buy, regarding the area called "Santa Xxxxx" located in Tupungato, Mendoza; this
contract comprehends the mining rights that arise from the different files which
have been registered at Direccion Provincial de Mineria under file number
227-N-94 s/ inscripcion contrato, Tomo N(degree) 18, Asiento A-72, Fs. 00-0/000,
Xxxxxxxx xx Xxxxxxxx xx Xxxxx e Hipotecas. A previous complementary agreement
had been done on June 30th, 1995, between the parties, and registered by the
same Notary Public in the city of Xxxxxxx; where it stated that US$5,000 (five
thousand dollars) were to be paid on July 5th, 1995 and US$30,000 (thirty
thousand dollars) were to be paid on December 15, 1995.
SECOND: According to the fourth article part b) in the original contract and to
the second clause of the first Complementary Agreement; the parties agree to a
new Complementary Agreement whereas X.X. Xxxxxxxxxx Inc. will pay the US$30,000,
that should have been paid on December 15, 1995; on April 15th, 1996.
THIRD: The parties agree in this act that the rest of the payments will be
extended four months starting April 15th, 1996; resulting in the following
payment dates:
April 15th, 1996 US$ 30,000
October 10th, 1996 US$ 40,000
April 15th, 1996 US$ 50,000
October 15th, 1997 US$ 75,000
April 4th, 1998 US$ 100,000
October 10, 1998 US$ 100,000
Total of the above dates: US$ 395,000
FOURTH: The rest of the clauses and conditions stated in the main contract,
including other payment terms and dates are extended four months starting on
April 15th, 1996. The parties ratify that other sums and percentages stated in
the main contract are to be kept current. Both parties stated that these
modifications have been necessary due to legal dispositions (Law 6116).
-39-
Both parties ratify the main contract of Exploration with Option to Buy in all
its extent.
Six copies are signed in Mendoza on December 13th, 1995.
Signatures include Xxxxx Xxxxx for X.X. Xxxxxxxxxx Inc.; Xxxxxx Xxxxxxxxx; and
Xxxxxx X. Xxxxxx on behalf of Xx. Xxxxxxx and Xxx. Xxxxxxxxxx.
There is a seal that states: This document is certified by notary public paper
N(degree) 375306/08; Mendoza, December 13th, 1995. A signature to the right
stating the name of the Notary Public, Xx. Xxxxxxxx X. Xxxxxx Lago.
-40-
REPRESENTATION OF ACCURACY
The foregoing is a fair and accurate English translation of the document
from which it is made.
Dated this 19th day of June, 1997.
/s/ XXXXX XXXXX
----------------------------------------
Xxxxx Xxxxx
Vice President