MINING EXPLORATION AGREEMENT WITH THE OPTION TO BUY, BETWEEN ROBERTO PRECIADO, IN HIS OWN RIGHT (WHO WILL BE REFERRED TO AS THE “CONCESSION HOLDER” THROUGHOUT THE FOLLOWING DOCUMENT), WITH THE CONSENT OF HIS SPOUSE, MRS. BERTHA ELENA MARTINEZ...
MINING
EXPLORATION AGREEMENT WITH THE OPTION TO BUY, BETWEEN ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, IN HIS
OWN RIGHT (WHO WILL BE REFERRED TO AS THE “CONCESSION HOLDER” THROUGHOUT THE
FOLLOWING DOCUMENT), WITH THE CONSENT OF HIS SPOUSE, MRS. BERTHA ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, AND ORO DE ALTAR S. DE ▇.▇. DE C.V. (WHO WILL BE REFERRED TO AS THE
“COMPANY”) REPRESENTED BY ITS SPECIAL POWER OF ATTORNEY HOLDER, ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, IN ACCORDANCE WITH THE FOLLOWING STATEMENTS AND
CLAUSES:
STATEMENTS
I. The
Concession Holder states that:
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I.1.
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He
is an individual of Mexican nationality, with the legal and financial
power to enter this agreement; and is married to ▇▇▇. ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ who has appeared willingly to express her
consent to the terms and conditions of this
agreement.
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I.2
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He
is the legitimate holder to the following mining concessions
(hereafter, indistinctly, “Conseciones Mineras” (Mining
Concessions) or “Lotes Mineros”
(Mining Lots):
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Name of the Mining Lot
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Title Number
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Surface (Hectares)
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Municipality
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|||
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El
Cometa
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216684
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9.0000
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Sáric,
Sonora
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|||
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El
Cometa 2
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219812
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91.0000
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▇▇▇▇▇,
Sonora
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|||
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El
Cometa 4
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225824
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20.0000
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Sáric,
Sonora
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|||
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El
Cometa 5
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225092
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260.5752
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Sáric,
Sonora
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|||
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El
Cometa 5
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225051
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65.9935
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Sáric,
Sonora
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|||
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Lalo
1
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229206
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29.0000
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Sáric,
Sonora
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|||
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Lalo
1
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227384
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611.3590
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Sáric,
Sonora
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|||
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Lalo
2
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229255
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97.7623
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Sáric,
Sonora
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|||
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Lalo
2
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227383
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21.2562
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Sáric,
Sonora
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|||
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Cometa
4
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222784
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58.5084
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Sáric,
Sonora
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|||
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Lalo
3
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231330
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37.6.6406
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Sáric,
Sonora
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I.3
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The
Mining Concessions are in force and in compliance with the
obligations established by Mining Law and its Regulations, in
regards to Federal Law Rights; and that until the day this
agreements was entered, no official letter was issued by the
General Mining Authorities or any other authority which can affect in any
form the rights derived from the Mining
Concessions.
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I.4.
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The
mining concessions are free of any and all kind of responsibilities,
liens, impediments, impositions, or claims from third parties,
including but not limited these, contracts, promises,
agreements, options, royalties of any kind,
embargos, notifications of embargo, seizures, notifications of
seizure, expropriation, temporary occupations, easements, debt,
contingencies, obstacles, and administrative or judicial
litigations or proceedings.
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I.5
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Until
entering this agreement the Concession Holder had not received any
claims from any ecological related
authority.
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I.6
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No
obligations with third parties have been acquired or subsist which may
impede this agreement from being
signed.
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I.7.
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Any
agreement previously entered among both parties will be replaced by
the voluntary and willing signing of this
agreement.
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II. The Company states, by means of
its representative that:
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II.1
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It
is a corporation constituted in public deed number 57,381 (fifty seven
thousand three hundred and eighty one), volume 1,503 (one
thousand five hundred and three), granted before ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇, head of public notary number 11 (eleven), residing in
this municipality, and practicing within his notarial jurisdiction,
on the sixth day of march in the year 2002 (two-thousand and
two), registered under number 21, 564 (twenty one thousand five
hundred and sixty four), volume 691 (six hundred ninety one),
commerce section, book 1 (one), at the Public Registry
of Commerce in the same city, on the 11 (eleventh) of March
2002 (two thousand and two), and under number 127 (one hundred
twenty seven), page 64 (sixty four) before volume XXXVII
(thirty seven) of the Mining Corporations Book of the Mining
Public Registry, on the 15 (fifteenth) of April of 2002 (two
thousand two).
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2
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II.2
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Any
agreement previously entered among both parties will be replaced by
the voluntary and willing signing of this
agreement.
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Based on
these Statements, both parties issue this agreement subject to the
following:
CLAUSES
FIRST. OPTION TO
BUY. The Concession Holder grants the Company an irrevocable and
exclusive option to buy (hereafter referred to as “Option to Buy”), so that
Company may acquire ownership of the Mining Concessions as well as any other
concession that may substitute any other concession, from the Concession
Holder.
The
Option to Buy includes an irrevocable and exclusive option granted to the
Company by the Concession Holder to acquire any concession whose title is in
process or may be in process in the future by application of the Concession
Holder or any other person or company related to the Concession Holder in
relation to the lots located totally or partially within a 2 (two) kilometer
radius, counting from the exterior limits of any of the lots within the Mining
Concessions at the same price or considerations agreed to in this contract,
without the Company having to pay different or additional amounts. The option
mentioned in this paragraph may be put in effect by the Company within 60
(sixty) calendar days following the day in which the Concession Holder gives a
written notice to the Company that the concessions were issued. In all other
matters, this agreement will apply to the concessions in the second
paragraph.
SECOND. TERMS OF
THE OPTION. For the purpose of the Option to Buy, both parties agree to
the following:
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a)
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The
Company may exercise its option to buy in a period of up to 44 (forty
four) months (hereafter referred to as “Option Period”)
counting from the date of the signing of the public deed of the
present agreement or confirmation of the signatures of both
parties by the attesting official (hereafter referred to as the “Signature
Date”).
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b)
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Subject
to the items stated in the Seventh clause in this contract, the purchase
price (“Purchase Price”) for the ownership of the Mining
Concessions is the total amount of $1,500,000.00 (one million
five hundred thousand dollars 00/100) currency of the United
States of America (hereafter referred to as “US
Dollars”).
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3
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c)
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The
Concession Holder is obligated to sign a definite Sales Agreement with
the Company (“Definite Agreement”) for the ownership of the
Mining Concessions at any moment within the Option Period
at the request of the Company, who will notify the Concession
Holder that it has exercised its option to Buy, at least 30
(thirty) calendar days in advance to the date in which both
parties should sign de
Definite Agreement;
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d)
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The
Concession Holder will transfer the ownership of the Mining Concessions
and the ownership of that mentioned in the second paragraph of
the first clause free of any liens and without limitations;
and
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e)
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The
Definite Agreement will be made effective in a public deed or will be
confirmed by the public notary that the Company
chooses.
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THIRD. RIGHT TO
EXPLORE. The Concession Holder grants the company the exclusive and
irrevocable right to explore the Mining Lots during the Option Period, which
consist of, by way of information but not limited to, the geological,
geophysical reconnaissance, blasting, development and drilling of any kind,
tunnels, shafts, pits, and any other work the Company considers convenient to
find, quantify and exploit the mineral reserves that may exist in the Mineral
Lots. The Company will have, the right to take mineral samples from the Mining
Lots and withdraw these, as well as rough minerals and drilling samples for
metallurgic tests and other kinds of studies. It is agreed to, that the Company
may collaborate with, or employ third parties for the operations mentioned in
this clause. All of the exploration work will be carried out by the Company
directly or through contractors, without interfering with the Concession
Holder.
The
Company will carry out the exploration on the Mining Lots at its sole discretion
during the Option Period and will invest on these lots the minimum amounts
established by Mining Laws.
Both
parties agree that the Option to Buy is according to the exploration results on
the Mining Lots; therefore, this contract is strictly optional to the Company,
who may terminate it in advance, at any moment, under the terms stated in the
Thirteenth Clause.
FOURTH. PAYMENTS
FOR THE OPTION TO BUY. During the Option Period, while the Option to Buy
is in force, the Company will pay the Concession Holder as a retribution for the
Option to Buy the following amounts indicated in US Dollars.
4
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a)
At the time of signing:
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45,000.00 | |||
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b)
On the 8th (eighth) month:
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25,000.00 | |||
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c)
On the 12th (twelfth) month:
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25,000.00 | |||
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d)
On the 16th (sixteenth) month:
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25,000.00 | |||
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e)
On the 20th
(twentieth) month:
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25,000.00 | |||
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f)
On the 24th
(twenty forth) month:
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25,000.00 | |||
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g)
On the 28th
(twenty eighth) month:
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25,000.00 | |||
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h)
On the 32nd
(thirty second) month:
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25,000.00 | |||
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i)
On the 36ht (thirty sixth) month:
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25,000.00 | |||
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j)
On the 40th
(fortieth) month:
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25,000.00 | |||
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k)
On the 44th
(forty fourth) month:
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25,000.00 |
The
company will retain the applicable income taxes for each of the payments above
mentioned, but the Company will compensate the Concession Holder with the same
amount of the retention on each case. So that the Company is obligated to
compensate the Concession Holder with that same amount, the Concession Holder
must demonstrate to the Company that it is registered with SAT (revenue system)
as an individual with commercial activities..
FIFTH. COVENANTS
REGARDING THE PAYMENTS. In regards to all the payments mentioned in this
agreement, including but not limited to the retribution for the Option to Buy
and the Purchase Price, both parties agree to the following:
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a)
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The
Company may issue the payments in the national currency, plus the value-
added tax, which will be transferred at the moment of making each payment.
The conversion from US Dollars to national currency will be at
the exchange rate available to settle obligations in foreign
currency within the Mexican Republic which is published the
Federal Register on the immediate working day before the
payment date, by means of a check payable to the Concession
Holder.
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b)
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The
Company will issue the payments to the Concession Holder, and the
Company is not responsible or will be responsible for the
distribution of these payments between the Concession Holder
and the spouse;
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c)
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The
Concession Holder will issue an invoice in favor of the Company for
each payment received from the Company, through a document that
includes all the applicable legal requirements established in
fiscal matter.
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d)
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If
the day on which the payment is due, is on a non-working day, the Company
will make the payment on the following working day.
“Non-working day”, for this matter, refers to obligatory days
established by the Federal Labor
Law.
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5
SIXTH. PAYMENT
OF THE PURCHASE PRICE. The Company will pay the Purchase Price to the
Concession Holder, on the signature and notarized confirmation date (“Purchase
Date”) of the Definite Contract, with the purpose of selling the ownership of
the Mining Concessions. The purchase price is fixed at US$1,500,000.00 (One
million five hundred US Dollars).
The
Company will retain from the Concession Holder what should be retained for
income taxes for the payment of the Purchase Price, but the company will
compensate the Concession Holder for the same amount of the retention. So that
the Company is obligated to compensate the Concession Holder with that same
amount, the Concession Holder must demonstrate to the Company that it is
registered with SAT (revenue system) as an individual with commercial
activities.
The
Concession Holder will transfer to the Company value added taxes for the
Purchase Price,
who after receiving these will issue an invoice to the Company that includes all
the applicable legal requirements established in fiscal matter.
SEVENTH. DEDUCTION
OF PAYMENTS DURING THE OPTION TO BUY. Both parties agree that there will
be no deductions for the payments made by the Company towards the Purchase Price
according to the Fourth clause. If there should be a difference regarding the
Purchase Price once the Option to buy is in effect, such difference will be paid
to the Concession Holder by the Company on the Purchase Date.
EIGHTH. THE
CONCESSION HOLDER’S OBLIGATIONS. During the period of the Option to Buy,
the Concession Holder is required to do the following:
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a)
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Not
transfer or promise to transfer any rights related to the Mining
Concession or their
ownership;
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b)
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Not
constitute or allow any constitution or impositions of liens on the
Mining concessions as well as any other obligations or
conditions mentioned in I.4;
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c)
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Not
issue rights or interests to third parties in relation to the Mining
Concessions;
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d)
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Immediately
notify the Company of any governmental letter or
any knowledgeable claim, lawsuit or litigation to
the Concession Holder in relation to the
Mining Concessions;
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e)
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Allow
the Company to withdraw all the facilities, machinery and equipment
belonging to the Company or the Company contractors at any
moment from the Mining Lots, except for the permanent
structures and improvements, supports and in general all of the
installations necessary for the security and stability during operations
on the Mining Lots, since the permanent assets will remain in
benefit of the Concession Holder in case the Company doesn’t
execute its Option to Buy or Option to
Exploit;
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6
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f)
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Not
obstruct the right to explore which the Concession Holder issues according
to this agreement and during the Period of the Option and
equally not obstruct the right to explore if the Company
execute the Option to Explore, as it is defined
ahead;
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g)
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Sign
on time and timely deliver to the Company reports for the work sites or
mining work and any other documents needed to maintain the
Mining Concessions valid, without affecting how the Company
signs these and presents them;
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h)
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Sign
and deliver diligently to the Company any document, application, petition
or information required to be submitted to proper authorities
by the Company in regards to the Mining Concessions or the
Lots.
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NINTH. THE
COMPANY’S OBLIGATIONS. During the Period for the Option to Buy and while
the Company carries out exploitation tasks according to the seventeenth clause,
the Company will be in charge of the following obligations;
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a)
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Carry
out exploration tasks and, when the opportunity, exploitation tasks (if
the Option to Exploit is put in effect) on the Mining Lots
according to the proper mining techniques, using the most
advanced technology in geology, drilling and exploitation of
minerals available in the Mexican Republic, according to the Company,
in compliance to the obligations established by the Mining Laws
and its Regulations, as well as the ecological and security
statues that proceed for mining;
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b)
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Prepare
and present, on its own and at its own cost, timely verification reports
of the sites and mining tasks carried out on the Mining Lots,
which the Concession Holder is obligated to sign on time
according to the agreed on in the last
clause;
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c)
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Pay
the Concession holder the amounts referred to in the Fourth clause of
this agreement, if the Company desires to keep its rights to
purchase the Mining Concessions; otherwise, the Concession
holder could terminate the present agreement in
advance.
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d)
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Take
the measures necessary to keep the Mining Concession valid as well as
any rights in relation, and carry out any measures required to
assure that the Mining Lots remain unaffected or free of liens
due to the Companies exploration and
exploitation tasks;
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7
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e)
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Pay
for the mining rights related to the Mining Concessions and the expenses
from governmental licenses required for exploration and, if
possible, for exploitation (if the Exploitation Option is put
in effect) of the Mining Lots;
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f)
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Obey
at all times the legal, federal, state, and municipal regulations that
apply to exploration operations on the Mining
Lots;
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g)
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Request
the registration of this agreement in the Public Registry for Mining, as
well as the Definite Agreement, if
signed.
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TENTH. SURFACE
REDUCTION, GROUPING, DIVISION AND DISCONTINUANCE. During the Period of
Option to Buy and during the time in which the Company carries out jobs and
exploitation tasks under the seventeenth clause, the Concession Holder is
required not to perform any acts or subscribe any documents which may cause; i)
the reduction of the surface of any of the Mining Lots, ii) the grouping of any
of the Lots, iii) the division of the surface of any of the Lots or iv) the
discontinuance of any of the Mining Concessions.
ELEVENTH. CONFIDENTIALITY.
Except for the documents to be registered before the proper authorities
in relation to this agreement, or the information that may be required from
authorities or any other information that the Company may need to reveal to any
stock market, all of the agreements, documentation and information related to
this agreement will remain confidential between its parties, assigns
and successors.
The
Concession Holder must keep all information regarding the geological aspects,
drilling, mineral exploitation and or mining potential of the Mining Lots
strictly confidential. This includes any new information discovered by the
Concession Holder during and after the Option Period if the Company executes its
Option to Buy or if it executes its Exploitation Option.
TWELFTH. TRANSFER
OF RIGHTS. The Concession Holder may only transfer the rights and
obligations related to this contract with the prior written consent of the
Company, which will not refuse the consent in an unjustified manner as long as
the successor involved is required to comply with all the terms and conditions
of the present contract. The concession holder authorizes the Company to
transfer the rights and obligations of this agreement, to the individual or
corporation it legally designates, which will only require a written notice from
the Company to the Concession Holder with 8 (eight) calendar days in advance
from the transfer, as long as the successor involved complies with all the terms
and conditions in this agreement.
8
THIRTEENTH. OPTIONAL
TERMINATION. Due to the unilateral nature of the Option to Buy and the
Exploitation Option, both parties agree that the Company holds the right to
terminate these at any moment and, upon termination, the rights and obligations
corresponding to the Company in regards to the exploration and exploitation of
the Mining Lots and payments shall also be terminated, in any case, without
notice or proof and without responsibility on behalf of the
Company.
Based on
the optional termination mentioned in this clause, the Company will notify the
Concession Holder of its decision to terminate this agreement with 30 (thirty)
calendar days in advance, following which, the termination of the contract will
be in effect.
Due to
the said optional termination:
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a)
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The
company will cancel any payment scheduled in this agreement, among
which are, those agreed to in sections b) to k) of the Fourth
clause, after the date in which the Company has notified the
termination in advance to the Concession
Holder;
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b)
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The
Company will not claim the amounts paid to the Concession Holder, or
the permanent improvements, if they have already been made, on
the Mining Lots;
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c)
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Any
obligation of payments or mining rights on behalf of the Company will
be definitely concluded, under the understanding that the
Company will totally cover the mining rights within the
semester in which the agreement is valid, regardless of
the date of the application to terminate, in other words, if
the agreement is valid during the first days of every semester,
the Company is required to pay the full
semester;
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d)
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Any
obligation on behalf of the Company will be definitely concluded in
regards to the expenses, investments and presentation of work
verification reports related to this agreement, under the
understanding that the Company shall provide the Concession
Holder with the information and documentation necessary to carry
out the report in case this agreement is terminated before the
period by which this obligation is required, according to
mining legislature; and
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e)
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The
Company will deliver to the Concession Holder within a period of no more
than sixty calendar days after the optional termination date:
i) the documentation that proves fulfillment of the obligations
related to the Mining Concessions in regards to the
presentation of mining verification reports and mining rights payments
during the valid period of this
contract.
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9
FOURTEENTH. SUCCESSORS
AND ASSIGNS. The present agreement obligates and benefits the successors
and assigns authorized by the Concession Holder and the Company’s successors and
assigns.
FIFTEENTH. SUSPENSION
OF FULLFILLMENT OF OBLIGATIONS. All of the Company’s obligations and the
scheduled periods of payments contained in this agreement, will be temporarily
suspended in case of force majeure or unforeseen circumstances
including, among others, war, riots and, in general, any act of authority or
situation that prevents compliance with this agreement, so long as they are not
chargeable to the Company, being understood that the mentioned periods will be
postponed for a period equivalent to that in which they were prevented from
being complied.
SIXTEENTH. EXPENSES
AND TAXES. The expenses and notaries fees related to this agreement and,
if applicable, to the Definite Agreement will be at the expense of the
Company.
SEVENTEENTH. EXPLOITATION
OPTION. In case the Company does not put into effect its Option to Buy,
it may decide to exploit the Lots (before and hereafter referred to as
“Exploitation Option”) and, in exchange, pay the Concession Holder NSR (Net Smelter Return) royalties
of 1% (one percent), up to a maximum of US $3,000,000 (three million dollars,
currency of the United States of America), which will be calculated each
semester and paid to the Concession Holder within 30 (thirty) calendar days of
the end of the semester. For NSR royalties, in relation to this agreement, it is
understood that the net amount of money received by the Company for the sale of
ore, ore concentrate or other mineral products obtained from the Lots, to a
smelter or other buyer, tax deductions or import export rights, smelting charges
and or refining, charges for treatment or processing, sanctions or penalties and
any other charges on behalf of the buyer or smelter, and deductions made to
freight and insurance costs involved with the shipping of the products and
delivery to the buyer or smelter.
The
Concession Holder will have 30 (thirty) calendar days to revise the manner in
which the Company calculated the payments mentioned in the paragraph immediately
above, counting from the date in which the Concession Holder has received them,
this revision will be at the expense of the Concession Holder. If the Concession
Holder fails to make the revision or does not have any objection to the amount
of the payment after having made the revision within 60 (sixty) calendar days,
the payment will be considered well calculated and done, and will be definite
and unable to be modified.
10
The
Company will retain any income taxes necessary from the Concession Holder for
each of the scheduled payments in this clause, but the Company will compensate
the Concession Holder with the same amount of the retention in each case. In
order for the Company to be obligated to compensate the Concession Holder with
this same amount, the Concession Holder must demonstrate to the Company that it
is registered with SAT (revenue system) as an individual with commercial
activities. After receiving the payments accordingly with this clause, the
Concession Holder will issue and deliver a fiscal invoice to the
Company.
The
Company will have the option to put in effect its Exploitation Option at any
moment within the Option Period, in other words, at any moment while the Option
to Buy is valid.
The
Company will be able to temporarily or definitely suspend the exploitation of
the Lots at any moment, at its sole discretion, without further requirements
than a written termination notice to the Concession Holder, indicating the day
as of which the suspension is effective. The Company is not required to justify
its decision when temporarily or definitely suspending the exploitation of the
Lots or is it required to pay for damages or compensate the Concession Holder,
spouse, nor any other person as a result of this suspension.
All the
exploitation work will be carried out by the Company, directly or through
contractors, without involving the Concession Holder.
If the
Company executes its Exploitation Option, the payments made by the Company to
the Concession Holder according to the fourth clause will be deducted from the
amount of US$3,000,000 (three million dollars, currency of the United States of
America) agreed to in this clause.
The
Exploitation Option is exclusively in favor of the Company and unilateral being
that the Company is not obligated to put it into effect.
EIGHTEENTH.
CONSENT AND
AUTHORIZATION.
The
Concession Holder hereby irrevocably grants the Company the consent and
authorization necessary, in its judgment or according to the applicable laws, to
apply for permits, licenses, authorizations, favorable disclaimers, approval of
environmental impact and procedural risks declarations, authorization for change
of ground use, and any other act or document required to carry out the mining
tasks and work on the Lots, in a way that wouldn’t require any different or
additional consent or authorization from the Concession Holder for any these
purposes.
11
NINETEENTH. FAILURE
TO EXECUTE. Failure to execute on behalf of both parties in regards to
the obligations hereby included in this agreement, will grant the right to the
non-breaching party (the “Non-breaching Party”) for failure to execute any
provision, to obtain form the breaching party ( the “Breaching Party”) the
satisfaction of the corresponding obligation. In such case, the
Non-breaching Party must notify the breach to the Breaching Party, in order for
the obligation to be met, within 30 calendar days after the Breaching Party has
received a notification; if the time period has passed and the failure continues
nor has a reasonable effort been made to cure the breach, the Non-breaching
Party will have the right, at its disposal, to cancel this agreement with a
notice within 3 (three) calendar days. In the event of a breach in the
obligations related to the payments mentioned in the Fourth clause, the only
reasonable effort is payment of the debt, under the terms mentioned in this
agreement.
In the
event of a cancelation, on behalf of the Non-breaching Party will notify the
Breaching Party of the causes for the cancelation and the date as of which the
agreement is canceled, without a previous court order, and in this case, the
Breaching Party is obligated to satisfy the pending compensations and if the
Breaching Party is the Company, it should abandon the site within 30 (thirty)
calendar days without right to any legal or non-legal claims.
TWENTIETH. WARNINGS
AND NOTIFICATIONS. All of the warnings and notifications that both
parties should exchange in regards to this agreement, will be written and in
either Spanish or English. In the event of a discrepancy between the versions in
English and Spanish, the Spanish version shall prevail. The warnings and
notifications will obligate the signees when delivered personally or sent by
means which assure the effective reception of the notification and provide
proof, and are properly addressed to the address stated in this agreement for
each party, which if not otherwise stated should be the following:
If
to the Concession Holder and his/her spouse:
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· ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ de Kino,
Sonora
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If
to the Company:
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· ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ N. 73 Poniente, Colonia Centro CP 83600, Caborca,
Sonora
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TWENTY-FIRST.
MARITAL CONSENT.
Mrs.
Bertha ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ grants her irrevocable marital consent to the
Concession Holder for the purpose of entering this agreement and being required
to its terms, and, jointly with the Company, modify it as many times necessary
or convenient, without the repeated need of her consent.
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TWENTY-SECOND.
THE APPLICABLE LEGISLATION. This contract is entered under the terms of
article 78 of the Code of Commerce; therefore, its nature is commercial and in
the event of controversy over issues not agreed on here within, mining
legislature and commercial legislature will apply, and supplementary, the
Federal Civil Code, for issues not foreseen in the legislatures before
mentioned. Both parties agree that the interpretation, compliance and execution
of this agreement, will be subject to the applicable laws and the competent
common law courts in Hermosillo, Sonora, renouncing to use any court which
because of present of future addresses or locations of assets could
apply.
In
accordance with the provisions in this agreement, both parties enter and sign
this agreement in quadruplicate in ▇▇▇▇▇▇▇▇▇ de Kino, Sonora, on the 4th of
April of 2008, two copied for each party, one for each Concession Holder and two
for the representative of the Company of which one will be for the Mining Public
Registry.
THE
CONCESSION HOLDER
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇
▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇
/s/ Sra. ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Sra.
▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
THE
COMPANY
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇
Oro
de Altar S. de ▇.▇. de C.V.
represented
by ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Public Notary number Eight, in practice within this
jurisdiction, certifies and :…………………………………………………………………………………………………………Certifies
……………… …………………………….… That
the present document, contains thirteen pages, useful only on
their front side, with prior revision of its content, was signed before me by
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, who
were sworn to tell the truth, state to adult Mexicans, ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, a
miner, from this city of ▇▇▇▇▇▇▇▇▇ de Kino, Sonora, where he was born on January
5th
1929, who resides at Avenida ▇▇▇▇▇ ▇▇▇▇▇▇ 111; Mrs. Bertha ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
housewife, from this city of ▇▇▇▇▇▇▇▇▇ de Kino, Sonora, where she was
born on January 28 of 1933, and who resides at the same address mentioned above;
and ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
Public Accountant, from Guaymas, Sonora, where he was born on December
30, 1945. Who all identified themselves with picture voting identifications
number, 0131233120648, 013123120438 and 0419023700402 ………………………………
……………………………………This
certification is signed according to the terms stated in the second paragraph of
article Twenty six, of the current Notary Law, in ▇▇▇▇▇▇▇▇▇ de Kino, State of
Sonora, Mexico, on the fourth of April of two thousand and eight. I hereby
certifiy……………………
Public
Notary Eight
Lic
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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