EXHIBIT 4.67
AMENDMENT TO OPTION AGREEMENT WITH SOCIEDAD MINERA DE
RESPONSABILIDAD LIMITADO NOVA JJ DE PIURA AND SOCIEDAD
MINERA DE RESPONSABILIDAD LIMITADA (SMR LTDA)
XXX XXXXXXX JJ DE PIURA DATED AUGUST 15, 2003
Kardex Number 16679 Number 2829 DRAFT NO. 2153
MODIFICATION OF THE PURCHASE OPTION AGREEMENT OF THE MINING
RIGHTS
BETWEEN:
SOCIEDAD MINERA DE RESPONSABILIDAD LIMITADA NOVA JJA DE PIURA
SOCIEDAD MINERA DE RESPONSABILIDAD LIMITADA
XXX XXXXXXX JJ DE PIURA
AND
MINERA IMP-PERU S.A.C.
.................................................................................
INTRODUCTION. - IN THE CITY OF LIMA IN THE DISTRICT OF SANTIAGO DE SURCO, DATED
AUGUST FIFTEENTH OF THE YEAR TWO THOUSAND THREE, I, XXXXX XXXXXXXX XXXXX XXXXXX,
ATTORNEY AND NOTARY PUBLIC OF THE CAPITAL OF THIS COUNTRY I WRITE THIS PRESENT
IN WHICH:
APPEARING IN COURT:
1. - XXXXX XXXXXXX XXXXXXXXXX. ==============================================
With identification D.N.I. Number 07836265 ===============================
And Declared: ==================================================================
Being of Peruvian Nationality =================================================
Status divorced ================================================================
Profession Industrial Chemical Engineer =======================================
Domicile Xxxxx 0 Xx. 000, Xxx. Xxxxxx - Xxx Xxxxxx - ===========================
2. - XXXX XXXXXXXX XXXXXXX. ==================================================
With identification D.N.I. Number 08258277 ====================================
And Declared: ==================================================================
Being of Peruvian Nationality ==================================================
Status Married =================================================================
Profession Agricultural Engineer ===============================================
Xxxxxxxx Xxxxxxx 000 - Xxxxxxxxxx =============================================
Who acts as the representative for both the following companies, SOCIEDAD MINERA
DE RESPONSABILIDAD LIMITADA NOVA JJ DE PIURA AND SOCIEDAD MINERA DE
RESPONSABILIDAD LIMITADA XXX XXXXXXX JJ DE PIURA, according to the records dated
on July 24, 2003 =======================
3. - XXXXXX XXXXX XXXXXXX XXXXXX. ==============================================
With identification D.N.I. illegible Number ====================================
And Declared: ==================================================================
Being of Peruvian Nationality =================================================
Status Married =================================================================
Profession Metallurgist Engineer ==============================================
Domicile Xxxxxxxxxx Xxxxxxx Xxxxxxx 000 - Xxxxxxxxx. ===========================
And Acts as the representative of MINERA IMP-PERU S.A.C., according to the power
of attorney registered in the record number (not legible) and dated on July
24 2003. =======================================================================
The one who appears understands the Spanish language. Who is obliged to, with
the capacity, freedom and sufficient knowledge, with the approval to carry out
any and all inquiries, which I certify, and giving me a signed copy which is on
file and authorized by the lawyer, under the corresponding number in order and
which literal meaning follows: =
DRAFT: =========================================================================
MR. NOTARY: ====================================================================
Please write in your records of public documents, the one that says THE
MODIFICATION OF THE PURCHASE OPTION AGREEMENT OF MINING RIGHTS, executed on one
part, SOCIEDAD MINERA DE RESPONSABILIDAD LIMITADA NOVA JJ DE PIURA, with
domicile in Xxxxx 00, Xx. 000, Xxx. XXXXXX. Xxxxxxxx xx Xxx Xxxxxx, Xxxxxxxx and
Department of Lima, registered in the 1st entry, record number 2148 of the
Contractual Company Book and other Corporations in the 9th district of the
company registrations - central office in Lima - of the National Superintendent
of the public records, duly represented by XXXXX XXXXXXX XXXXXXXXXX, with DNI
Number 00000000 and XXXX XXXXXXX XXXXXXXXXX, WITH DNI Number 0000000, according
to the record of Special General Meeting of the shareholders dated on July 24 of
2003, that, you, Mr. Notary, with certified copy, will insert and from now on it
will be called XXX.XXXX. NOVA JJ AND SOCIEDAD MINERA DE RESPONSABILIDAD LIMITADA
XXX XXXXXXX JJ DE PIURA, with domicile in Xxxxx 00 Xx. 000, Xxx. Xxxxxx,
Xxxxxxxx xx Xxx Xxxxxx, Xxxxxxxx and Department of Lima, registered in the 1st
entry of the record 2150 of the Company Contract Book and other Corporations in
the 9th district of the company registrations - central office in Lima - of the
National Superintendent of the public records, duly represented by XXXXX XXXXXXX
XXXXXXXXXX, with DNI Number 00000000 and XXXX XXXXXXX XXXXXXXXXX, WITH DNI
Number 0000000, according to the record of the Special General Meeting of the
shareholders dated on July 24th of 2003, that you Mr. Notary, with a certified
copy, will insert, and from now on it will be called XXX.XXXX. XXX XXXXXXX JJ:
AND, OF THE OTHER PART, MINERA IMP-PERU S.A.C., registered in the 1st entry,
record number 040279 of the Company Contract Book and other Corporations in the
9th district of the company registrations - central office in Lima - of the
National Superintendent of the public records with Ruc No. 20296977447, with
domicile for these effects is in Xxxxx Xxxxxx Xxxxx Xx. 000, office No. 207,
duly represented by his ATTORNEY, Mr. ENG. XXXXXX XXXXXXX XXXXXX, with DNI
Number 00000000, domiciled in Comandante Xxxxxxx Xxxxxxx Illegible No. Xxxxxxxxx
del Mar-Lima, according to the powers granted in his favor that are recorded in
the referred registration, record Number 040279, and in merit of the
power-attorney on July 24 of 2003 of Mr. Xxxxxx Xxxxxx Xxxxxxx, SPECIAL AGENT of
the company, that you Mr. Notary will insert, and from now on it will be called
IMP.================================
SMR. LTDA. NOVA JJ AND SMR. LTDA. XXX XXXXXXX JJ will be jointly be called the
OWNERS: Who for the purpose of the present contract points out that the common
domicile is in Xxxxx 00 Xx. 000, Xxx. Xxxxxx. Xxxxxxxx xx Xxx Xxxxxx, xxxxxxxx
and Department of LIMA. =========================================
The OWNERS AND IMP will be jointly called THE PARTS.==================
In good faith THE PARTS, the terms and conditions of the present contract,
Modifications of the Purchase Option Agreement of mining rights, are as follows:
=========
FIRST CLAUSE: PRECEDINGS ====================================
1.1. The parts have to execute a PURCHASE OPTION AGREEMENT OF MINING RIGHTS,
FROM NOW ON THE OPTION, in accordance with the public document dated on August
21st of the year 2000, granted before the notary in LIMA, Xx. Xxxxx Xxxxx
Xxxxxx: Who is registered in the Mining Rights Book of the Mining Register, of
the 9th district - central office in LIMA - the National Superintendent of the
public record, in records 9026, 13184 and 9045 corresponding respectively to the
mining concessions NOVA JJA, SANTA XXXX JJ AND XXX XXXXXXX JJ.
===================
1.2 Through the Public Document dated on April 26 of the year 2001, granted
before the notary in LIMA, Xx. Xxxxx Xxxxx Xxxxxx, THE PARTS MODIFIED THE
MENTIONED OPTION in 1.1. that precedes. In fact, the modifications of PARAGRAPH
2.4.1.3, POINT 2.4.1 and POINT 2.4.2 of the SUB-CLAUSE 3.2 of the THIRD CLAUSE
and the SEVENTH CLAUSE. This modifications of the contract are registered, from
August 20th of 2001, in the Mining Rights Book of the Mining Registry, of the
9th district - central office in LIMA - of the National Superintendent of the
public record, in accordance with the following:
=========================================
MINING RIGHT ================RECORD============ENTRY =======
Nova JJ =======================9026 ============== 10 =========
SANTA XXXX JJ ================ 13184============== 08 =========
XXX XXXXXXX JJ =============== 9045 ==============11 =========
1.3 Through the Public Document dated on December 24th of the year 2002. It was
granted before the notary in LIMA, Xx. Xxxxx Xxxxx Xxxxxx, THE PARTS of the
mutually modified agreement ON THE ONE HAND, THE schedule of the payments
stipulated in point 2.4.2 of the sub-clause 2.4 of the second clause of the
OPTION: and ON THE OTHER, they recognized that from June 1st of 2002, a cause of
force majeure was put in force in the district of Tamborapa and in the province
of San Xxxxxxx, department of Cajamarca, that hindered IMP from doing
exploration and the rest of the necessary promised investments and to decide
whether to exercise or not to exercise the agreement in the OPTION: and, being
in that recognition, both parts agreed to suspend the calculation of all
contractual terms of the OPTION with the exception of the anticipated ones in a
new PAYMENT SCHEDULE that was approved, and that is in the second clause of the
public document dated on December 24 of 2002. ============================
1.4 Through a letter dated on July 18 of 2003, IMP said to the OWNERS that,
nevertheless of the efforts that were done, the acts of force majeure hindered
the mining activities in the mining concession, the object of the OPTION, it was
set up so that the OWNERS share this responsibility through a modification of
that which was in force THE PAYMENT SCHEDULE FOR THE AMOUNT OF RIGHTS OPTION.
The OWNERS through a letter dated on July 22 of 2003 declared to IMP that, to
carry on with the project was their great desire; it was the motive behind the
PROPOSAL FROM IMP to the OWNERS to modify and/or to suspend the application of
the PAYMENT SCHEDULE FOR THE AMOUNT OF THE RIGHTS OPTION: WHICH was accepted by
the OWNERS through a letter received by IMP on August 7 of 2003; then THE PARTS
got together: the results of such meetings stipulated the following:
========================
SECOND CLAUSE: PAYMENT SCHEDULE FOR OF THE RIGHTS OPTION
================================================== Hereby THE PARTS, mutually
agreed, and in relation with THE PAYMENT SCHEDULE FOR THE RIGHTS OPTION, in the
contract in the second clause of the public document referred to in 1.3 of the
first clause that precedes, agree: ==========
2.1 That from the date of July 31st of 2003 inclusive and until the
discontinuance of the force majeure, that is to say, until IMP can go to the
mining concessions, the object of the OPTION, to fulfill the pending exploration
program and to verify the potential of the deposit. The calculation period of
the payment scheduled for the rights option are suspended; the missing payments
of said program must be carried out according to the agreed terms, once the
calculation is resumed for the term of the said schedule. ======= THIRD CLAUSE:
COMPENSATION FOR THE WAITING PERIOD ====== Hereby THE PARTS, mutually agree that
while the situation persists referred to in 2.2 of the previous clause, IMP will
pay monthly to the OWNERS US$1,500.00 (ONE THOUSAND AMERICAN DOLLAR), from the
month of August 2003 inclusive. ==== These monthly payments from IMP must be
done, within ten working days of each month, through depositing in the OWNERS'
saving account no. 001 1011 7940 2002 76783 opened for that effect in the
Continental Bank ========================
FOURTH CLAUSE: THE VALIDITY OF THE MINING CONCESSIONS OBJECT OF THE OPTION
=========================================
Hereby. IMP is obliged to maintain the validity of the mining concessions of the
OWNERS, object of the OPTION, through opportunely timed payments to keep the
rights valid and the penalty without prejudice of requesting, and his case to
obtain authorization from the competent authority to suspend such payments, at
the same time, IMP must show in an opportune fashion the annual consolidated
declaration of the production and/or minimum obligatory investment.
=========================
FIFTH CLAUSE: THE CANCELLATION OF THE OPTION ===
IMP could, at any time, according to the original agreement, cancel the option
through a notarized letter addressed to the domicile of the OWNERS.
==============
SIXTH CLAUSE: RATIFICATION OF THE STIPULATIONS OF THE OPTION
Hereby, THE PARTS ratify and declare all the stipulations in force that are in
the OPTION and is part of the public document dated on August 21 of 2000 duly
modified for public documents with dates on April 26, 2001 and December 24 of
2002, and for the present contract, also, ratify that which was agreed on and/or
stipulated to in the eighth and fourteenth clauses inclusively, except in the
previous clause, the tenth clause, in the contractual domicile of the OWNERS;
being their new contractual domicile in: "Calle 54, No. 149, Urb. Corpac,
District of San Xxxxxx, province and department of LIMA". ==
SEVENTH CLAUSE: REGISTRATION AND EXPENSES ==============
All expenses resulting from converting the present draft into a public document
are to be paid, in total, by IMP. These expenses will be registered in the
present contract in the registered certificate of the mining concessions subject
to the OPTION, on the Mining Rights Book of the mining register of the national
superintendent of public records. ==== Mr. Notary, please add the corresponding
clauses of the law and inserts, including the MINUTES OF THE MEETING OF SMR.
LTDA. NOVA JJ AND XXX XXXXXXX JJ, and the letter from the attorney in favor of
Mr. Xxxxxx XXXXXXX Xxxxxx; and, the fact, converts the present draft into a
public document, without prejudice of (illegible to read it) the respective
parts, to the national superintendent of public records for the registration of
the registered certificate of the mining concessions, in the Mining Rights Book.
===========================================================
LIMA, ON JULY 25 OF 2003 ======================================== SIGNED: Two
illegible registered signatures of : P. SM. LTDA. NOVA JJ DE PIURA AND SMR.
LTDA. XXX XXXXXXX JJ DE PIURA. XXXXX XXXXXXX XXXXXXXXXX AND XXXX XXXXXXX
XXXXXXXXXX; AN ILLEGIBLE REGISTERED SIGNATURE OF: X. XXXXXX IMP-PERU S.A.C.
XXXXXX XXXXXXX XXXXXX. ASSIGNEE=====================================
I INSERT. - ======================================================
I CERTIFY: that the text of the act dated on July 24 of 2003 that is on pages 31
to 32 of the book called ACTS corresponding to S.M.R.L. NOVA JJ DE PIURA:
legalized before the twenty-ninth judge of the civil court of LIMA XXXXXX
XXXXXXXX XXXXXXX; SECRETARY XXXXXX XXXX XXXXX XXXXXXXX, DATED ON NOVEMBER TWO OF
1990, REGISTERED IN THE JURISDICTION BOOK OF THE COURT UNDER THE NUMBER
13620-90, IS THE FOLLOWING: ============
SOCIEDAD MINERA DE RESPONSABILIDAD LIMITADA NOVA JJ DE PIURA GENERAL MEETING OF
THE SHAREHOLDERS DATED ON JULY 24 OF 2003 ====================================
In Lima, at Xxxxx 00, Xx. 000, XXX. XXXXXX, XXX XXXXXX - XXXX, the time being
12:00 PM on July 24 of the year 2003, there was a special meeting of the
shareholders the following gentlemen XXXXX XXXXXXX XXXXXXXXXX, HOLDER OF 10
CORPORATE SHARES, REPRESENTATING THE TOTAL CAPITAL OF A FULLY PAID PARTNERSHIP.
==================================
The session was presided by Mr. XXXXX XXXXXXX XXXXXXXXXX AND AS SECRETARY MR.
XXXX XXXXXXX XXXXXXXXXX. ======================
The president declared that a majority of the shareholders of the company were
present, 100% ownership of the corporate shares and,
in accordance with executing the present session with the purpose of looking at
the ramifications of the new modification of the
CONTRACT OF PURCHASE OPTION OF THE MINING RIGHTS AND ACTION OF MINING RIGHTS
executed with the company MINERA IMP-PERU S.A.C. with respect to the mining
concessions of the SOCIEDAD MINERA NOVA JJ AND SANTA XXXX JJ the present session
proceeded to a conclusion, without the necessity of an anticipated notice of
meeting. =============================
On this matter the president stated that he has received information that in the
district of TABACONES, PROVINCE OF SAN XXXXXXX, DEPARTMENT OF CAJAMARCA there
was an aggressive, hostile attitude towards the development of mining activity.
Unfortunately with the participation of the regional authorities, local people,
teachers and the media controlled by the church, environmentalists (illegible
word) having some influence on the inhabitants, creating situations that hinder
IMP to do the pending exploration activities for measuring the deposit. This has
caused the suspension of the calculations for the payment schedule period of the
payments for the amount of the rights option, from July 30 of 2003 but instead,
to carry out monthly payments in compensation for the delay during this
situation. =======================================
Concluding the declaration, the president placed a vote for the proposal of the
option, advising of his approval, having the best interest of the company in
mind by passing the situation of force majeure, after a brief deliberation, it
was proposed and approved by an
unanimous vote by all that were present, in the same way, they gave
authorization to Mr. XXXXX AND XXXX XXXXXXX XXXXXXXXXX, either one or both of
them agree with MINERA IMP-PERU S.A.C. the corresponding modifications to the
OPTION CONTRACT which are at the beginning of the draft copy which was done for
such effect, that I read; approving it in all the parts.
============================
Immediately after and in equal form, Mr. XXXXX XXXXXXX XXXXXXXXXX AND XXXX
XXXXXXX XXXXXXXXXX were authorized for either one or both of them to register
the corresponding draft and public document.========================
Without anything else to discuss, the session was adjourned at one o'clock p.m.
the prior writing, reading and subscription of the present act, in a sign of
approval, to attach the prior unanimous agreement of the act to the
corresponding minutes book. ========
SIGNED: Two illegible signatures registered of: XXXX XXXXXXX XXXXXXXXXX, XXXXX
XXXXXXX XXXXXXXXXX. ===================================
THIS IS A TRUE COPY OF THE ORIGINAL ACT, WHICH I REFER TO, AND REMIT IT IN ANY
CASE WHERE IT BECOMES NECESSARY. ===============
I INSERT .- =====================================================
I CERTIFY: That the text of the act dated on July 24 of 2003 that is on pages 31
to 32 of the book called ACTS corresponding to XXX XXXXXXX JJ SOCIEDAD MINERA DE
RESPONSABILIDAD LIMITADA - S.M.R.L: legalized before notary in LIMA XX. XXXXXXX
XXXXXXXXX DE LA PUENTE, DATED ON AUGUST TWELVE OF 1993, UNDER THE NUMBER
1,021-93 OF THE CHRONOLOGICAL RECORD OF THE LEGALIZATION OF THE BOOKS AND ANY
STAMPED SHEETS: IS THE FOLLOWING: =============================================
SOCIEDAD MINERA DE RESPONSABILIDAD LIMITADA XXX XXXXXXX JJ DE PIURA
====================================================== GENERAL MEETING OF THE
MEMBERS ON JULY 24 OF 2003 ===========
In Lima, at Xxxxx 00 Xx. 000, XXX. XXXXXX, XXX XXXXXX - XXXX, at ten o'clock on
July 24 of the year 2003, there was a special meeting of the shareholders XXXXX
XXXXXXX XXXXXXXXXX, holder of 10 corporate shares and XXXX XXXXXXX XXXXXXXXXX,
holder of 10 corporate shares. =======================
In total of 20 corporate shares, representing the capital of the fully paid
partnership. ====
The president declared that a
majority of the shareholders of the company were present, 100% ownership of the
corporate shares and, in accordance with executing the present session with the
purpose of looking at the ramifications of the new modification of the CONTRACT
OF PURCHASE OPTION OF MINING RIGHTS AND ACTION OF MINING RIGHTS executed with
the company MINERA IMP-PERU S.A.C. with respect to the mining concessions of the
SOCIEDAD MINERA NOVA JJ AND SANTA XXXX JJ the present session proceeded to
conclusion, without the necessity of an anticipated notice of a meeting.
========================================
On this matter the president stated
that he has received information that in the district of TABACONES, PROVINCE OF
SAN XXXXXXX, DEPARTMENT OF CAJAMARCA there was an aggressive, hostile attitude
against the development of the mining activity. Unfortunately with the
participation of the regional authorities, local people, teachers and the media
controlled by the church, environmentalists (illegible word) having some
influence to the inhabitants, creating situations that hinder a IMP to do the
pending exploration activities for measuring the deposit. Which has caused the
suspension of the calculations for the payment schedule period of the payments
for the amount of the rights option, from July 30 of 2003 but instead, to carry
out monthly payments in compensation for the delay during this situation.
=======================================
Concluding the declaration, the president placed a vote for the proposal of the
option, advising of his approval, having the best interest of the company in
mind by passing the situation of force majeure, after a brief deliberation, made
a proposal which was approved with an unanimous vote by all that were present,
who in the same way, gave their authorization to Mr. XXXXX AND XXXX XXXXXXX
XXXXXXXXXX, either one or both of them agree with MINERA IMP-PERU S.A.C. the
corresponding modifications of the OPTION CONTRACT which are at the beginning of
the draft copy done for such effect that I read; approving it in all parts.
======================
Immediately after and in equal form, Mr. XXXXX XXXXXXX XXXXXXXXXX AND XXXX
XXXXXXX XXXXXXXXXX were authorized for either one or both of them, to register
the corresponding draft and public document.=========================
Without anything else to discuss, the session
was adjourned at eleven o'clock prior writing, reading and subscription of the
present act, in a sign of approval, to attach the prior unanimous agreement of
the act to the corresponding minutes book. ========
SIGNED: Two illegible signatures registered of: XXXX XXXXXXX XXXXXXXXXX, XXXXX
XXXXXXX XXXXXXXXXX. ===================================
THIS IS A TRUE COPY OF THE ORIGINAL ACT, WHICH I REFER TO, AND REMIT IT IN ANY
CASE WHERE IT BECOMES NECESSARY. ==============
I INSERT . - PHOTOCOY OF THE POWER DOCUMENT OF MR. XXXXXX XXXXXX XXXXXXX.
=============================================
SIMPLE PHOTOCOY ==============================================
MINERA IMP-PERU S.A.C. ========================================
VANCOUVER, JULY 24 , 2003. - ======================================
MR. XXXXXX XXXXXXX XXXXXX .- ASSIGNEE ==========================
MINERA IMP-PERU S.A.C. ==========================================
CITY.- REF.: CONTRACT OF OPTION, TAMBORAPA PROJECT .============
Dear Xxxxxx: The present document is to
authorize you to sign, on the name and representing MINERA IMP-PERU S.A.C., the
MODIFICATION OF THE PURCHASE OPTION AGREEMENT OF THE MINING RIGHTS executed
between the companies SMR LTD. NOVA XX XX XXXXX XXX XXX XXXX. XXX XXXXXXX XX XX
XXXXX, with respect to the mining concessions NOVA JJ. SANTA XXXX JJ AND XXX
XXXXXXX JJ; THE Two (2) first ones belong to SMR LTD. NOVA JJ DE PIURA, and the
third one, belonging to COMPANY MINERA IMP-PERU. The modification of the option
contract is in the draft dated on July 25 of the year 2003; which I attached
with the present power of attorney documentation.
================================
Confirming the previous, you have the authority to sign, in the name and
representing MINERA IMP-PERU S.A.C., the attached draft and its corresponding
public document, as well as the rest of documents that are necessary for such
effects. Sincerely-(illegible signature). XXXXXX XXXXXX XXXXXXX SPECIAL
ASSIGNEE. MINERA IMP-PERU S.A.C. ============================================
CONCLUSION. - Once the instrument was legalized the grantors were informed of
the object for reading of which they did, affirming and ratifying the context,
without any modifications. ==================================================
The present public document is starts on page ..... (illegible number) serial
number 7168354 and ends on page with serial number 7168409
========================
FROM PAGES 10,149 TO PAGES 10,155 ================================ HAVING
FINISHED THE PROCESS OF SIGNATURES ON AUGUST FIFTEEN OF THE YEAR TWO THOUSAND
THREE, WHICH I CERTIF.===================
SIGNED: XXXXX XXXXXXX XXXXXXXXXX; XXXX XXXXXXXX XXXXXXX XXXXXXXXXX; XXXXXX XXXXX
XXXXXXX XXXXXX; XXXXX XXXXXXXX XXXXX XXXXXX, LAWYER NOTARIAL OF LIMA.
=====================
STAMP
MR. RECORDER, WITH DATE ON OCTOBER 01, 2003
I ISSUE THE PRESENT PART WHICH IS TRUE COPY
OF THE INSTRUMENT THAT IS IN MY NOTARY
PROTOCOL, UNDERSIGNED BY THE ONE APPEARING
AND (ILLEGIBLE TO READ IT) FOR ME WITH THE
PURPOSE OF REGISTING IT IN THE PUBLIC RECORDS
OF MINING
STAMP
XXXXX XXXXX XXXXXX
LAWYER
