Paramount Gold & Silver Corp. 346 Waverley Street, Suite 110 Ottawa, Ontario, Canada K2P 0W5Letter Agreement • March 23rd, 2009 • Paramount Gold & Silver Corp. • Metal mining • British Columbia
This letter agreement (the “Letter Agreement”) confirms and documents the terms and conditions upon which Paramount Gold and Silver Corp. (the “Purchaser”) will acquire from Mitchell Innovations Ltd. (“Mitchell”) and Max Ventures Ltd. (“Max”, collectively with Mitchell the “Vendors”) all of the issued and outstanding shares of Magnetic and acquire, by way of assignment, the shareholder loans owed by Magnetic to Mitchell and Max (the “Acquisition”). Magnetic is the sole beneficial shareholder of Minera Gama, S.A. de C.V. (“Minera Gama”) which holds interests in various mineral concession in Mexico which the Purchaser wishes to retain in Minera Gama and as more particularly described in Schedule “A” attached hereto (the “Properties”). In addition, Minera Gama holds interests in various mineral concessions in Mexico (other than the Properties) which will be transferred to the Vendors or their nominee following closing of the Acquisition (“Closing”), which properties will be identified by
PARAMOUNT GOLD AND SILVER CORP. SUITE 110 – 346 WAVERLY STREET OTTAWA, ONTARIO K2P 0W5Letter Agreement • March 23rd, 2009 • Paramount Gold & Silver Corp. • Metal mining
This letter agreement (“Letter Agreement”) confirms and documents the terms on which Paramount Gold and Silver Corp. (“PGS”) will acquire, through its Mexican subsidiary, Paramount Gold de Mexico S.A. de C.V. (“PGS Mexico”, and collectively with PGS are referred to herein as “Paramount”) and Garibaldi Resources Corp. (“GRC”) and its Mexican subsidiary, Minera Pender, S.A. de C.V. (“Minera Pender”, and collectively with GRC are referred to herein as “Garibaldi”), will transfer and assign to Paramount, the option (the “Option”) granted by Minera Gama S.A. de C.V. (“Minera Gama”) to Garibaldi, pursuant to a mineral property option agreement dated April 18, 2006 between Minera Gama and Garibaldi Granite Corp. (now known as Garibaldi Resources Corp.) as amended by a mineral property amending agreement dated January 22, 2007 (together the “Option Agreement”), to earn up to a 100% interest, subject to a 2% net smelter return royalty payable to Minera Gama, in the concessions for mineral explo
