RESTATED AMENDMENT TO MINERAL PROPERTY ACQUISITION AGREEMENTS
RESTATED AMENDMENT TO MINERAL PROPERTY ACQUISITION AGREEMENTS
THIS RESTATED AMENDMENT TO MINERAL PROPERTY ACQUISITION AGREEMENTS (“Amending Agreement”) is made as of August 8, 2005, between ARGENTEX MINING CORPORATION (“Argentex”), a Nevada corporation, and ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, a businessman resident in Canada.
WHEREAS:
▇. ▇▇▇▇▇▇▇▇ Corporation and ▇▇. ▇▇▇▇▇▇▇▇▇ (collectively, the “Original Parties”) are all of the parties to that certain Mineral Property Acquisition Agreement dated as of February 24, 2004 (the “Santa ▇▇▇▇ Agreement”) pursuant to which ▇▇. ▇▇▇▇▇▇▇▇▇ agreed to sell nine mineral claims located in the Province of Santa ▇▇▇▇, Argentina, all as more particularly described in the Santa ▇▇▇▇ Agreement, to Delbrook Corporation, in exchange for 833,333 common shares in the capital of Delbrook Corporation, as it was then constituted (the “Santa ▇▇▇▇ Shares”);
B. The Original Parties are all of the parties to that certain Mineral Property Option Agreement (the “Option Agreement”) dated as of February 24, 2004, pursuant to which ▇▇. ▇▇▇▇▇▇▇▇▇ granted to Delbrook Corporation an option to purchase certain mineral properties referred to in the Option Agreement as the “Pinguino Property” for cash consideration payable over a specified period of time in the aggregate amount of Cdn $450,000;
C. The Original Parties are all of the parties to that certain Share Purchase Agreement (the “SCRN Agreement”) dated as of February 24, 2004 pursuant to which ▇▇. ▇▇▇▇▇▇▇▇▇ agreed to sell to Delbrook Corporation all of the issued and outstanding shares of SCRN Properties Ltd. (“SCRN”) in exchange for 833,333 common shares in the capital of Delbrook Corporation, as it was then constituted (the “SCRN Shares”);
D. The Original Parties are party to an Escrow Agreement dated as of March 4, 2004 (the “Escrow Agreement”), pursuant to which the SCRN Shares were deposited into escrow with the law firm of Sichenzia ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP (the “Escrow Agent”);
E. Pursuant to Articles of Merger filed with the Secretary of State of the State of Nevada on March 10, 2004, Delbrook Corporation merged into Argentex effective March 10, 2004 (the “Merger”), with Argentex surviving as the successor-by-merger to Delbrook Corporation in respect of, among other things, the Santa ▇▇▇▇ Agreement, the Option Agreement, the SCRN Agreement and the Escrow Agreement;
F. As a result of the Merger, the Santa ▇▇▇▇ Shares and SCRN Shares were converted into an aggregate of 1,666,666 common shares of Argentex;
G. On or about ▇▇▇▇▇ ▇▇, ▇▇▇▇, ▇▇▇▇▇▇▇▇ declared a stock dividend of two shares for every one share outstanding, thereby increasing the number of Argentex common shares registered to ▇▇. ▇▇▇▇▇▇▇▇▇ pursuant to the Santa ▇▇▇▇ Agreement, after the conversion of the Santa ▇▇▇▇ Shares pursuant to the Merger and after giving effect to the stock dividend, from 833,333 to
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2,499,999 (and any reference hereafter to the Santa ▇▇▇▇ Shares shall mean these 2,499,999 common shares of Argentex);
H. Also as a result of the March 15, 2004 stock dividend declared by Argentex, the number of Argentex common shares registered to ▇▇. ▇▇▇▇▇▇▇▇▇ pursuant to the SCRN Agreement, after the conversion of the SCRN Shares pursuant to the Merger and after giving effect to the stock dividend, was increased from 833,333 to 2,499,999 (and any reference hereafter to the SCRN Shares shall mean these 2,499,999 common shares of Argentex);
I. ▇▇. ▇▇▇▇▇▇▇▇▇ and Argentex desire to amend the Santa ▇▇▇▇ Agreement, the Option Agreement, the SCRN Purchase Agreement and the Escrow Agreement on the terms set forth in this Agreement.
NOW, THEREFORE, for and in consideration of the premises, and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged by each of ▇▇. ▇▇▇▇▇▇▇▇▇ and Argentex (the “Parties”), the Parties do hereby agree as follows:
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1. |
RECITALS |
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1.1 |
The recitals set forth above are acknowledged by the Parties to be true and correct and are incorporated herein by this reference. | ||||
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2. |
AMENDMENTS TO THE OPTION AGREEMENT |
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2.1 |
The date “July 1, 2005” in Section 3.2(b) of the Option Agreement is hereby deleted and the date “September 1, 2005” is inserted therefor. | ||||
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3. |
AMENDMENTS TO THE SANTA ▇▇▇▇ AGREEMENT |
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3.1 |
The Parties acknowledge that the Escrow Agent currently holds the Santa ▇▇▇▇ Shares in escrow pursuant to Section 4 of the Santa ▇▇▇▇ Agreement. | ||||
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3.2 |
Section 4.3 of the Santa ▇▇▇▇ Agreement is hereby deleted in its entirety. |
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3.3 |
Upon payment to ▇▇. ▇▇▇▇▇▇▇▇▇ of the sum of ten dollars ($10.00) in lawful currency of Canada, the receipt and sufficiency of which ▇▇. ▇▇▇▇▇▇▇▇▇ acknowledges by his execution of this Amending Agreement, the Parties agree to the immediate cancellation of 2,374,999 of the Santa ▇▇▇▇ Shares, and the Escrow Agent is hereby directed to immediately release these 2,374,999 common shares to Argentex for cancellation. | ||||
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3.4 |
The balance of the Santa ▇▇▇▇ Shares, consisting of 125,000 common shares in the capital of Argentex (hereafter the “Santa ▇▇▇▇ Balance Shares”) shall be released to ▇▇. ▇▇▇▇▇▇▇▇▇ from escrow upon delivery to the Company and the Escrow Agent of a fully executed copy of this Amending Agreement. | ||||
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4. |
AMENDMENTS TO THE SHARE PURCHASE AGREEMENT AND THE ESCROW AGREEMENT | ||
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4.1 |
The Parties acknowledge that the Escrow Agent currently holds the SCRN Shares in escrow pursuant to Section 4 of the SCRN Agreement and pursuant to Section 1 of the Escrow Agreement. | ||
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4.2 |
Section 4.3 of the SCRN Agreement and Section 2 of the Escrow Agreement are hereby deleted in their entirety. | ||
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4.3 |
Upon payment to ▇▇. ▇▇▇▇▇▇▇▇▇ of the sum of ten dollars ($10.00) in lawful currency of Canada, the receipt and sufficiency of which ▇▇. ▇▇▇▇▇▇▇▇▇ acknowledges by his execution of this Amending Agreement, the Parties agree to the immediate cancellation of 2,374,999 of the SCRN Shares, and the Escrow Agent is hereby directed to immediately release these 2,374,999 common shares to Argentex for cancellation. | ||
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4.4 |
The balance of the SCRN Shares, consisting of 125,000 common shares in the capital of Argentex (hereafter the “SCRN Balance Shares”), shall be released from escrow and delivered to ▇▇. ▇▇▇▇▇▇▇▇▇ upon delivery to the Company and the Escrow Agent of a fully executed copy of this Amending Agreement. | ||
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5. |
commercially reasonable efforts |
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5.1 |
▇▇. ▇▇▇▇▇▇▇▇▇ shall use commercially reasonable efforts to complete, as expeditiously as is practical, the transfer of title to SCRN of all of | ||
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(a) |
the mineral interests which are defined, collectively, as the “Property” in Recital A of the Santa ▇▇▇▇ Agreement; | |
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(b) |
the mineral interests which are defined, collectively, as the “Pinguino Property” in Recital “A” of the Option Agreement, and | |
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(c) |
the mineral interests which are defined, collectively, as the “Property” in Recital A of the SCRN Agreement, | |
which transfers shall in form and substance be satisfactory to SCRN’s attorneys in Argentina.
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6. |
Counterparts |
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6.1 |
This Amending Agreement may be executed in several counterparts, each of which will be deemed to be an original and all of which will together constitute one and the same instrument. | ||
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7. |
Electronic Means |
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7.1 |
Delivery of an executed copy of this Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be | ||
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deemed to be execution and delivery of this Agreement as of the date set forth on page one of this Agreement.
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8. |
Proper Law |
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8.1 |
This Amending Agreement will be governed by and construed in accordance with the law of British Columbia. | |||
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9. |
Time of the Essence |
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9.1 |
Time is of the essence of this Agreement. |
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IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first above written.
ARGENTEX MINING CORPORATION
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Per: |
/s/ ▇▇▇ ▇▇▇▇▇ | ||
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Name: |
▇▇▇ ▇▇▇▇▇ |
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Title: |
President |
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EXECUTED by ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ in the presence of: |
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