AMENDING AGREEMENT
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THIS AMENDING AGREEMENT (this "Agreement") is entered into and made this 12th
day of April, 1999 by and between Baycove Investments Ltd. ("Baycove") a private
company incorporated in the Republic of Ireland and Breccia International
Minerals, Inc. ("BIMI"), a Delaware corporation, Western America Mineral
Resource Fund Inc, an Alberta corporation acting as vendor and agent for the
BIMI common shares (the "Agent") and the parties set out in the First Schedule
hereto (the "Purchasers").
EXPLANATORY STATEMENT
WHEREAS, by agreement, dated March 15, 1999 (the "Agreement"), BIMI, the Agent
and Baycove agreed that Baycove, as trustee, would acquire 7,627,500 shares of
common stock of BIMI from WAM for US$200,000;
AND WHEREAS, Baycove desires to embody the Purchasers as a party to the
Agreement;
AND WHEREAS, the Parties have determined to increase the purchase price by US$
125,000 to reflect an increase of 100,000 Shares being purchased by the
Purchasers;
AND WHEREAS, Baycove agrees to borne the cost of preparing and filing a
Registration Statement;
NOW THEREFORE, in consideration of the Explanatory Statement that shall be
deemed to be a substantive part of this Amending Agreement, the mutual
covenants, promises, agreements, representations and warranties contained in
this Amending Agreement, and other good and valuable consideration, the receipt
and adequacy of which is hereby acknowledged, the parties hereto do hereby
covenant, promise, agree, represent and warrant as follows:
The Agreement is hereby amended as follows:
(a) Paragraph 1.02 of the Agreement is amended as follows:
"The closing (the "Closing") of the sale and purchase of the Shares shall be
effective immediately upon Baycove, BIMI and the Agent executing this Amending
Agreement and the Purchase Price being received and released to the Agent at or
before 5:00 p.m. MST Monday April 12, 1999 (the "Closing Time").
(b) Paragraph 1.03 of the Agreement is amended as follows:
"At Closing, the Agent shall sell, transfer, convey, and deliver to Baycove and
or the Purchasers 7,727,500 Shares of Common Stock in BIMI, represented by one
or more stock certificates duly endorsed for transfer to the Purchasers in the
amounts specified and the Purchasers shall pay to the Agent the sum of Three
Hundred and Fifteen Thousand Dollars (US$315,000) (the "Purchase Price") by wire
transfer."
(c) Paragraph 2.06 of the Agreement is deleted.
(d) Paragraph 2.07 of the Agreement is deleted.
(e) Paragraph 2.08 of the Agreement is deleted.
(f) Paragraph 6.03 of the Agreement is deleted.
(g) Each of the Purchasers hereby acknowledges and agrees that such Purchaser
is becoming a party to the Agreement, as amended hereby, and is bound
thereby and hereby. Without limiting the foregoing, each Purchaser hereby
makes to BIMI and the Control Shareholder, for and on behalf of such
Purchaser, the representations, warranties, acknowledgements, agreements
and promises set forth in Section 5.01 of the Agreement.
Page 1 of 4
BIMI Corporation
Amending Agreement
12th April 1999
IN WITNESS WHEREOF, the parties have executed and delivered this Amending
Agreement as of the day and year first above written.
WITNESS/ATTEST: BAYCOVE INVESTMENTS LTD.
/s/ [ILLEGIBLE] /s/ [ILLEGIBLE]
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BRECCIA INTERNATIONAL
/s/ [ILLEGIBLE] MINERALS, INC.
/s/ Xxxxxx Xxxxx
------------------------
by: Xxxxxx Xxxxx, President
WESTERN AMERICA MINERAL
RESOURCE FUND INC.
/s/ Xxxxxx Xxxxx
------------------------
by: Xxxxxx Xxxxx, President
Page 2 of 4
BIMI Corporation
Amending Agreement
12th April 1999
FIRST SCHEDULE
SCHEDULE OF PURCHASERS
NAME: GLOBAL SECURITIES CORPORATION IN TRUST FOR
1. XXXX XXXXXXXX
2. XXXXXX XXXXXXXX
3. XXXXXX XXXXXXX
4. XXXX XXXXX XXXXXXX
5. XXXXXX OIL PRODUCTS
6. TOPIX TRADING
7. SILVER STREET HOLDINGS
8. CAYMAN ISLAND SECURITIES
9. CIS/RUMPOINT
10. XXXXXX XXXXXXX
11. XXXXX XXXXX
12. ORBIT LEASING
13. SEXTANT SMALL CAP FUND
14. LA XXXXX
00. XXXXXX XXXXXXX
Page 3 of 4
BIMI Corporation
Amending Agreement
12th April 1999
16. TORO HOLDINGS
17. XXXXXXX XXXXXX
18. X. XXXXXXX
19. XXXXX XXXXXX
20. COFIGEST
21. ___________________
22. ___________________
23. ___________________
24. ___________________
25. ___________________
Page 4 of 4
BIMI Corporation
Amending Agreement
12th April 1999
