Amending Agreement
This
Amending Agreement is dated effective the 7th day of November 2005.
BETWEEN:
Mosquito
Consolidated Gold Mines Limited
#000
-
000
Xxxxxxxxx Xxxxxx
Xxxxxxxxx,
Xxxxxxx Xxxxxxxx, X0X 1 T1 (the
"Optionor")
OF
THE
FIRST PART
AND:
Kobex
Resources Ltd.
#0000
-
000
Xxxx
Xxxxxx Xxxxxx,
Xxxxxxxxx,
Xxxxxxx Xxxxxxxx, X0X 0X0
(the
"Optionee")
OF
THE
SECOND PART
WHEREAS:
A. |
Under
date of January 21S\ 2005, the Optionor (as defined in the Option
Agreement) granted unto the Optionee (as defined in the Option Agreement)
the sole and exclusive right and option to acquire all of the Optionor's
interest in and to both the Cumo Property and the Trikay Property
(both as
defined in the Option Agreement) under the terms and conditions set
out in
an Option Agreement attached hereto as Exhibit "A" (the "Option
Agreement"); and
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B. |
The
parties hereto have agreed to amend the Option Agreement under the
terms
and conditions herein set forth
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NOW
THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises and
for other good and valuable consideration, the receipt and sufficiency whereof
is hereby acknowledged, the parties hereto hereby agree to amend the Option
Agreement as follows subject to the approval of the TSX Venture
Exchange:
1. |
The
Optionee hereby surrenders unto the Optionor all its interest in
and to
the Trikay Property granted to the Optionee, and is relieved from
all
obligations and liabilities with respect to the Trikay Property,
under the
terms of the Option Agreement, subject only to the right of first
refusal
for a period of 2 years granted to the Optionee as more particulary
described below.
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2. |
The
term "Property" in the Option Agreement is hereby amended by deleting
the
reference to "together with those described in Schedule "8" hereto"
.
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3. |
In
consideration of the surrender of the Optionor's interest in and
to the
Trikay Property, the Optionor hereby agrees to substitute 4(b)(i)
(ii) and
(Hi) of the Option Agreement with the
following:
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(i) |
Cash
Payments: (Total $3,662,500)
|
$50,000
non-refundable signing fee upon the execution of this Agreement (already
paid);
A
further
$50,000 upon acceptance for filing of the Option Agreement and this Amending
Agreement by the TSX Venture Exchange ("Regulatory Acceptance");
A
further
$187,500 on or before January 21, 2006; A further $187,500 on or before July
21,
2006;
A
further
$562,500 on or before January 21, 2007; A further $1,125,000 on or before
January 21, 2008; A further $1,500,000 on or before January 21 ,
2009;
(ii) |
Share
Issuances: 10,000,000 fully paid and non-assessable shares in the
capital
of the Optionee as presently constituted, to be adjusted in the event
of
any subdivision, consolidation or other capital reorganization and
to be
issued as follows:
|
375,000
on Regulatory Acceptance;
1,125,000
on or before January 21, 2006;
1,500,000
on or before January 21,2007;
2,625,000
on or before January 21, 2008;
4,375,000
on or before January 21, 2009;
(iii) |
Expenditures:
(Total $7,500,000) to be made as
follows:
|
$750,000
on or before January 21, 2007;
$1,125,000
on or before January 21, 2008;
$1,500,000
on or before January 21, 2009;
$1,875,000
on or before January 21, 2010;
$2,250,000
on or before January 21, 2011
and
to
amend subsection 4(c) of the Option Agreement by substituting $750,000 in lieu
of $1,000,000 as the minimum amount of Expenditures (as defined in the Option
Agreement) to be incurred by the Optionee prior to termination of the
Option.
4. |
The
Optionor hereby agrees that prior to offering the Trikay Property
to any
third party for joint venture purposes, sale, assignment or otherwise,
it
shall first offer the said property to the Optionee upon such terms
and
conditions which shall not be less advantageous to the Optionee than
those
the Optionor is prepared to offer to any third party. The Optionor
will
offer such interest to the Optionee by notice in writing setting
out the
terms of the proposed joint venture, sale, assignment or otherwise
and if,
within 30 days from the date of receipt of such notice the Optionee
accepts such proposal by notice in writing to the Optionor, the Optionee
shall be entitled to acquire such joint venture, sale, assignment
or other
interest on such terms. If the Optionee does not accept such proposal
in
writing within 30 days from the date of receipt of such notice, the
Optionee shall be deemed to have declined the offer and the Optionor
shall
be entitled to dispose of the interest on terms no more favourable
to the
Optionor than
those
offered to the Optionee. The provisions of this paragraph shall
remain in
full force and effect for a period of two years from date
hereof.
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5. |
This
Amending Agreement shall enure to the benefit of and be binding upon
the
parties hereto and their respective heirs, executors, representatives
and
assigns, as the case may be.
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6. |
Save
and except as amended by the Amending Agreement, the Option Agreement
entered into the 21st day of January, 2005 shall remain in full force
and
effect.
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7. |
This
Amending Agreement shall be governed by and subject to the laws
of
the
Province of British Columbia.
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8. |
All
dollar amounts referred to herein are deemed to be in lawful money
of
Canada
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In
witness, whereof the parties hereto have executed this Amending Agreement
effective as of the day and year first above written.
Mosquito Consolidated | |
Gold Mines Limited | Kobex Resources Ltd. |