EXHIBIT 4.15
ASSIGNMENT AND ASSUMPTION AGREEMENT DATED JUNE 28, 2004
AMONG IMA EXPLORATION INC., INVERSIONES MINERAS ARGENTINAS S.A.,
GOLDEN ARROW RESOURCES CORPORATION, INVERSIONES MINERAS AUSTRALES S.A.
AND THE COMPANY (RELATING TO THE MOGOTE PROPERTY)
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS AGREEMENT dated for reference the 28th day of June, 2004,
AMONG:
IMA EXPLORATION INC., a company incorporated under the under the laws
of the Province of British Columbia and having an office at 709, 000
Xxxx Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
("IMA")
AND:
INVERSIONES MINERAS ARGENTINAS S.A., a company incorporated under the
laws of Argentina and having an office at Av. Ingnacio De La Roza 670
(E), San Xxxx, San Xxxx Province, 5400 Argentina
("IMASA")
(IMA and IMASA are collectively, the "Assignor")
AND:
GOLDEN ARROW RESOURCES CORPORATION, a company incorporated under the
under the laws of the Province of British Columbia and having an office
at 709, 000 Xxxx Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
("Golden Arrow")
AND:
INVERSIONES MINERAS AUSTRALES S.A., a company incorporated under the
laws of Argentina and having an office at Av. Ingnacio De La Roza 670
(E), Xxx Xxxx, Xxx Xxxx Xxxxxxxx, 0000 Xxxxxxxxx
("IMAUSA")
(Golden Arrow and IMAUSA are collectively, the "Assignee")
AND:
AMERA RESOURCES CORPORATION, a company incorporated under the laws of
the Province of British Columbia and having an office at 1750 - 0000
Xxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx
(the "Third Party")
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WHEREAS:
A. The Assignor has an option to purchase the Mogote Property located in
Argentina (the "Property");
B. The Assignor has granted an option on its interest in the Property to the
Third Party pursuant to one or more agreements as more particularly described in
the Schedule A annexed hereto (the "Agreements");
C. Pursuant to the terms of a proposed arrangement (the "Arrangement") under
the British Columbia Business Corporations Act, as described in an Arrangement
Agreement dated as of May 14, 2004 among IMA, IMA Holdings Corp. and Golden
Arrow, the Assignor wishes to assign and transfer to the Assignee all of the
Assignor's right and interest in the Agreements and the Assignee wishes to
assume the liabilities and obligations of the Assignor arising under the
Agreements in the place and stead of the Assignor to be effective as of the date
(the "Effective Date") that the Plan of Arrangement in respect of the
Arrangement is accepted for filing by the Registrar of Companies under the
British Columbia Business Corporations Act; and
D. The Third Party has agreed to consent to the assignment of the Agreements
by the Assignor to the Assignee and to release the Assignor from its liabilities
and obligations arising under the Agreements from and after the Effective Date.
NOW THEREFORE in consideration of the premises, the covenants and
agreements of the parties contained herein and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged by
each of the parties, the parties agree as follows:
1. Effective as of the Effective Date, the Assignor hereby grants and assigns
unto the Assignee all of the Assignor's estate, right, title and interest in and
to the Agreements and all benefit and advantage to be derived therefrom.
2. Effective as of the Effective Date, the Assignee hereby agrees with the
Third Party and the Assignor to assume, observe, perform, discharge and satisfy
all duties, obligations, covenants, terms, conditions and liabilities contained
in the Agreements to be observed, performed, discharged and satisfied by the
Assignor as if the Assignee had been originally named as a party thereto in the
place and stead of the Assignor.
3. The Third Party, by its execution hereof, hereby:
(a) consents to the transfer and assignment of the Assignor's
interest in the Property and the Agreements to the Assignee
and agrees that from and after the Effective Date the Assignee
shall be entitled to hold and enforce all the rights, benefits
and privileges of the Assignor under the Agreements and shall
be entitled to perform all of the covenants and obligations of
the Assignor under the Agreements, and the Agreements shall
continue in full force and effect with the Assignee
substituted as a party thereto in the place of the Assignor;
and
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(b) wholly releases, relieves and discharges the Assignor from the
observance and performance of its covenants, obligations and
liabilities from and after the Effective Date accruing on its
part under the Agreements.
4. The address of the Assignee for notices and other communications
under the Agreements shall be the address contained on page 1 of this Agreement.
5. The Assignor, the Assignee and the Third Party shall from time to time
and at all times hereafter at the request of the Assignee, the Assignor or the
Third Party, as appropriate, execute such further assurances and do all such
further acts as may reasonably be required to give effect to the purpose and
intent of this agreement.
6. This Agreement shall enure to the benefit of and be binding upon the
parties and their respective heirs, successors and permitted assigns.
7. This Agreement shall be governed by and construed in accordance with the
laws of the Province of British Columbia.
8. This Agreement may be signed by the parties by fax and in as many
counterparts as may be deemed necessary, each of which so signed shall be deemed
to be an original, and all such counterparts together shall constitute one and
the same instrument.
9. Notwithstanding the reference or execution date of this Agreement, this
Agreement shall become effective on the Effective Date.
IN WITNESS WHEREOF the parties hereto have duly executed this Agreement
as of the day first above written.
IMA EXPLORATION INC. INVERSIONES MINERAS ARGENTINAS S.A.
Per: /s/ Xxxxxx Xxxxxx Per: /s/ Xxxxxx Xxxxxx
-------------------------------- ------------------------------
Authorized Signatory Authorized Signatory
GOLDEN ARROW RESOURCES CORPORATION INVERSIONES MINERAS AUSTRALES S.A.
Per: /s/ Xxxxxx Xxxxxx Per: /s/ Xxxxxx Xxxxxx
-------------------------------- ------------------------------
Authorized Signatory Authorized Signatory
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AMERA RESOURCES CORPORATION
Per: /s/ Xxxxxxxx Xxxxx
---------------------------------------
Authorized Signatory
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SCHEDULE "A"
(To the Assignment and Assumption Agreement among IMA Exploration Inc.,
Inversiones Mineras Argentinas S.A., Golden Arrow Resources Corporation,
Inversiones Mineras Australes S.A. and Amera Resources Corporation dated for
reference the 28th day of June, 2004).
Agreements entered into between the parties:
1.Letter of Intent among IMA Exploration Inc., Inversiones Mineras Argentinas
S.A. and Amera Resources Corporation, dated March 6, 2003.
2. Amendment dated September 30, 2003 among IMA Exploration Inc., Inversiones
Mineras Argentinas S.A. and Amera Resources Corporation of the Letter of Intent
dated March 6, 2003.
3. Amendment Agreement among IMA Exploration Inc. Inversiones Mineras Argentinas
S.A. and Amera Resources Corporation dated April 8, 2004 which amends certain
terms of the Letter of Intent as amended on September 30, 2003.
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