EXHIBIT 10.2
MINERAL PROPERTY AGREEMENT
AMENDMENT
This Agreement made as of September 1, 2005 by and between ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇▇, geologist, residing at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇ and
▇▇▇▇▇▇▇ ▇▇, businessman, residing at ▇.▇. ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇ (herein collectively called Vendor") and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
businessman, residing at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇ and
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, businessman, residing at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇ (herein collectively called "Purchaser")
WHEREAS, Vendor owns certain mineral claims located in the Province of
Saskatchewan, Canada (herein called the "Property") described as follows:
CLAIM NO. LOCATION NTS AREA RECORDED AREA
--------- -------- -------- -------------
S-137460 ALL OF SECTIONS 14, 15, 72-G-03 & 2048
22, 23, 26, 27, 34 AND 35, 72-G-06
TOWNSHIP 3, RANGE ▇▇, ▇▇▇▇
▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇;
▇-▇▇▇▇▇▇ ALL OF SECTIONS 2 AND 3, 72-G-06 512
TOWNSHIP 4, RANGE
11, WEST
OF THE THIRD MERIDIAN
WHEREAS, Vendor had agreed to sell and Purchaser had agreed to purchase
an 80% interest in the Property, subject to the terms and conditions of prior
agreements.
WHEREAS, all previously dated Agreements between the Vendor and
Purchaser are amended to read in full as follows:
NOW, THEREFORE that in consideration of the payments and the premises,
mutual covenants and agreements herein contained, the parties agree as follows:
I.
PURCHASE PRICE
1.1 The parties acknowledge and agree that Madison Explorations, Inc. is a
permitted assignee of all of Purchaser's right, title and interest in
and to the mineral claims, which were subject to the previous
agreements between the Vendor and Purchaser. All performances of the
Purchaser under this Agreement have been delegated to Madison
Explorations, Inc. and Madison Explorations, Inc. has agreed to be
obligated, in the place of and instead of the Purchasers, as is more
fully described in this Agreement.
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1.2 The purchase price for the Vendor's 80% interest in the Property will
be as follows:
(a) Work commitment of Cdn$150,000 to be funded and completed by
Madison Explorations, Inc. by May 31, 2006, and an additional
work commitment of Cdn$200,000 to be funded and completed by
Madison Explorations, Inc. by May 31, 2007, the total work
commitment being Cdn$350,000 (herein called the "Work Program");
II.
WORK PROGRAM
2.1 The Work Program, which is referred to in 1.2 hereof, shall be subject
to the following:
(a) Inspection and documents. Vendor shall allow any one or more of
Purchasers' representatives to have access at all times to all
explorations under the Work Program and this Agreement; the
Purchaser will reciprocate and provide information it receives to
the Vendor.
2.2 Vendor shall furnish to Madison Explorations, Inc. the following:
(a) Copies of all applications, reports, or other written documents
made by Vendor to applicable governmental authorities. Vendor
shall deliver the copies to Madison Explorations, Inc. when it
delivers the originals to the governmental authorities; and
(b) Copies of all information, logs, histories, core analyses, or
other pertinent data concerning the results of all tests made on
the Property and all technical data obtained through the drilling
or completion of the tests. Vendor shall deliver such information
to Madison Explorations, Inc., as soon as the tests are completed
or the data is available.
(c) The Purchaser will reciprocate and provide information it
receives to the Vendor.
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III.
MISCELLANEOUS
3.1 The parties hereto shall pay all of their own expenses relating to the
transactions contemplated by this Agreement, including, without
limitation, the fees and expenses of their respective counsel,
financial advisors and accountants.
3.2 The Article and Section captions used herein are for reference purposes
only, and shall not in any way affect the meaning or interpretation of
this Agreement.
3.3 Any notice or other communications required or permitted hereunder
shall be sufficiently given if delivered in person or sent by telecopy
or by registered or certified mail, postage prepaid, addressed, if to
any of the Purchaser or to the Sellers at the addresses set forth
above, or such other address or number as shall be furnished in writing
by any such party, and such notice or communication shall be deemed to
have been given as of the date so delivered, sent by telecopy or
mailed.
3.4 This Agreement may not be transferred, assigned, pledged or
hypothecated by any party hereto. This Agreement shall be binding upon
and shall inure to the benefit of the parties hereto and their
respective successors and permitted assigns.
3.5 This Agreement may be executed in two or more counterparts, all of
which taken together shall constitute one instrument.
3.6 ENTIRE AGREEMENT. This Agreement and the original Agreement contains
the entire understanding of the parties hereto with respect to the
subject matter contained herein and therein. This Agreement supersedes
all prior agreements and understandings between the parties with
respect to such subject matter hereof.
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be
duly executed and delivered as of the day and year first above written.
SIGNED, AND DELIVERED by )
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in the presence of: )
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witness ) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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SIGNED, AND DELIVERED by )
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in the presence of: )
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witness ) ▇▇▇▇▇▇▇ ▇▇
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SIGNED, AND DELIVERED by )
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in the presence of: )
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witness ) ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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SIGNED, AND DELIVERED by )
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in the presence of: )
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witness ) ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
MADISON EXPLORATIONS, INC.
SIGNED, AND DELIVERED by )
MADISON EXPLORATIONS, INC. )
in the presence of: )
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witness ) ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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witness ) ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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