AFFINITY GOLD CORP. Av. Arenales 335 Cercado, Lima, Peru
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011-511-627-4600
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And
to:
AMR Project Peru,
S.A.C.
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Dear
Sir:
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Re:
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AGREEMENT
TO CANCEL 26,500,000 SHARES OF COMMON STOCK OF AFFINITY GOLD CORP. (THE
“COMPANY”) REGISTERED IN THE NAME OF ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ UPON COMPLETION OF
THE ACQUISITION BY THE COMPANY OF THE MINING CONCESSION RIGHTS FROM AMR
PROJECT PERU, S.A.C. (“AMR”) IN ACCORDANCE WITH THE ASSET PURCHASE AGREEMENT, DATED MARCH 2,
2009
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Subject
to and in accordance with the terms and conditions contained herein, this
binding letter agreement (the “Agreement”) will set forth the understanding,
terms and conditions relating to the cancellation of 26,500,000 of the
34,800,000 shares of common stock of the Company registered in the name of
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ concurrent with the completion of the asset purchase agreement
between the Company and AMR (the “Asset Purchase Agreement”), whereby the
Company will acquire the Mining Concession Rights (as defined in the Asset
Purchase Agreement) from AMR. Such cancellation by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ is
to encourage the Company to enter into the Asset Purchase Agreement and to
encourage equity investment into the Company.
1. Cancellation
of shares. ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby agrees
that concurrent with the closing of the Asset Purchase Agreement, whereby the
Company will acquire the Mining Concession Rights from AMR, ▇▇. ▇▇▇▇▇▇▇ will
voluntarily surrender for cancellation and return to the Company’s treasury
26,500,000 of the 34,800,000 shares of common stock of the Company registered in
▇▇. ▇▇▇▇▇▇▇’▇ name. In addition, ▇▇. ▇▇▇▇▇▇▇ hereby agrees to provide
the Company with an irrevocable stock power of attorney which will set out the
transfer of 26,500,000 shares of the Company’s common stock from the 34,800,000
shares registered in ▇▇. ▇▇▇▇▇▇▇’▇ name on share certificate #0136 to the
Company, which ▇▇. ▇▇▇▇▇▇▇ will have medallion stamped by a brokerage house or
have his signature guaranteed by a bank or notary public that is acceptable to
the Company and it’s transfer agent. A copy of the irrevocable stock
power of attorney is attached hereto as Schedule “A”.
2. Execution
in Counterparts. This Agreement may be
executed in original or counterpart form, delivered by facsimile or otherwise,
and when executed by the parties as aforesaid, shall be deemed to constitute one
agreement and shall take effect as such.
3. Governing
Law. This Agreement and each of the
documents contemplated by or delivered under or in connection with this
Agreement are governed exclusively by, and are to be enforced, construed and
interpreted exclusively in accordance with the laws of the State of Nevada and
the parties submit and attorn to the jurisdiction of the courts of the State of
Nevada.
Yours
very truly,
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Per:
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/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇▇
▇▇▇▇▇▇▇▇, Director
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If ▇▇.
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ wishes to accept the terms and conditions set forth above,
please execute this Agreement and fax or scan and e-mail a copy of the executed
Agreement to ▇▇▇▇▇▇ ▇▇▇▇▇▇, Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ at (▇▇▇) ▇▇▇-▇▇▇▇ as well
as return an originally signed copy to ▇▇▇▇▇▇ ▇▇▇▇▇▇ at 2550 – ▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇., ▇▇▇▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇. Upon such execution
and return via fax or scan and e-mail, this Agreement shall constitute a binding
agreement upon the parties.
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/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Dated:
March 2, 2009
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▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, shareholder of
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Schedule
“A”
IRREVOCABLE POWER OF
ATTORNEY TO TRANSFER SHARES
KNOWN
ALL MEN BY THESE PRESENTS, that ▇▇▇▇▇▇▇
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For No Value Received does
hereby gift unto
Twenty-Six Million Five Hundred
Thousand (26,500,000) shares of common stock of Affinity Gold Corp. standing
in name of the undersigned on the share register of Affinity Gold Corp.
represented by Certificate No. 0136 herewith
AND the undersigned does
hereby constitute and appoint Affinity Gold Corp. as his
true and lawful attorney, IRREVOCABLY, for him and in
his name and ▇▇▇▇▇ to gift the said stock, and for that purpose to make and
execute all necessary acts of assignment and transfer thereof, and to substitute
one or more persons with like full power, hereby ratifying and confirming all
that his said Attorney or its/his substitute or substitutes shall lawfully do by
virtue hereof.
IN WITNESS WHEREOF, the
undersigned have hereunto set her hand and seal at effective as of the ___ day
of March 2009.
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SIGNED
and DELIVERED by
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the presence
of:
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Witness
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The signature(s) must be guaranteed by an eligible guarantor institution (Banks, Stockbrokers, Savings and Loan Associations and Credit Unions).
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