Warrant IndentureWarrant Indenture • January 24th, 2003 • Eveolution Ventures Inc • Mining & quarrying of nonmetallic minerals (no fuels) • British Columbia
Pacific Corporate Trust Company, a trust company incorporated under the laws of the Province of British Columbia and authorized to carry on trust business in the Province of British Columbia and having its office at 10th Floor, 625 Howe Street, Vancouver, B.C., V6C 3B8
CONSULTING AGREEMENTConsulting Agreement • January 24th, 2003 • Eveolution Ventures Inc • Mining & quarrying of nonmetallic minerals (no fuels) • British Columbia
EVEOLUTION VENTURES INC., a British Columbia company with its registered office at 3400 – 666 Burrard Street, Vancouver, British Columbia, V6C 2X8
CONSULTING AGREEMENTConsulting Agreement • November 27th, 2002 • Eveolution Ventures Inc • Arizona
THIS AGREEMENT is made on 30 September 2002 by and among Andrew T. Swarthout, whose address is 8340 N. Thornydale Rd #110-PMB 263, Tucson AZ 85741 (“Consultant”), BEAR CREEK MINING COMPANY, an Arizona corporation, whose address is 8340 N. Thornydale Rd., #110-262, Tucson, Arizona 85741 (“BCMC”) and EVEOLUTION VENTURES INC., a British Columbia company, whose address is Suite 2393 – 595 Burrard Street, Vancouver, B.C., V7X 1K8 (“EVE”).
Sponsorship and Agency Agreement: Qualifying Transaction and Prospectus Offering THIS AGREEMENT dated for reference October 10, 2002, is made:Eveolution Ventures Inc • November 27th, 2002 • British Columbia
HAYWOOD SECURITIES INC., a member of the TSX Venture Exchange (the “Exchange”), of 2000-400 Burrard Street, Vancouver, British Columbia, V6C 3A6
ESCROW AGREEMENT VALUE SECURITYEscrow Agreement Value Security • November 27th, 2002 • Eveolution Ventures Inc • Alberta
BEAR CREEK MINING CORPORATION, a company continued under the laws of the Yukon Territory and having its registered office at Suite 300, 204 Black Street, Whitehorse, Yukon Y1A 2M9;
Re: Consulting Agreement between New Caledonian Geological Consulting and EVEolution Ventures Inc.Eveolution Ventures Inc • January 24th, 2003 • Mining & quarrying of nonmetallic minerals (no fuels)
This letter shall serve as an agreement on the part of New Caledonian Geological Consulting (NCG) to provide certain geological engineering services to EVEolotion Ventures Inc. (EVEolution), as described below. EVEolution agrees to pay NCG for these services according to the terms described below.
ANTI-DILUTION AGREEMENTEveolution Ventures Inc • November 27th, 2002 • British Columbia
NOW THEREFORE in consideration of the premises and of the covenants and provisions herein contained, the parties hereto agree as follows:
MERGER AGREEMENTMerger Agreement • November 27th, 2002 • Eveolution Ventures Inc • Arizona
This Merger Agreement is made and entered into as of this 10th day of October, 2002 by and among EVEolution Ventures (USA), Inc., an Arizona corporation (the “Acquiring Corporation” or “EVE USA”) and Bear Creek Mining Company, an Arizona corporation (the “Acquired Corporation” or “BCMC”). The Acquiring Corporation and the Acquired Corporation will sometimes be referred to as the “Constituent Corporations”.
TERM SHEET ATASPACA PROJECT, PERUEveolution Ventures Inc • January 24th, 2003 • Mining & quarrying of nonmetallic minerals (no fuels)
This Term Sheet is to confirm our understanding and define the new terms between Minera del Suroeste S. A. C. (MISOSA), subsidiary of Southwestern Resources Corporation (SWR) of Vancouver, Canada, and Bear Creek Mining Company, Sucursal del Perú (BCMC), branch of Bear Creek Mining Company of Arizona, U. S. A., regarding an option/joint venture to explore the Ataspaca Project located in the department of Tacna, Peru. Upon acceptance of this Term Sheet, the parties will be mutually bound to the terms contained herein and will thereafter execute an appropriate agreement between the parties to embody the terms agreed upon.
CPC ESCROW AGREEMENTCPC Escrow Agreement • November 27th, 2002 • Eveolution Ventures Inc • Alberta
BEAR CREEK MINING CORPORATION, a company continued under the laws of the Yukon Territory and having its registered office at Suite 300, 204 Black Street, Whitehorse, Yukon Y1A 2M9;
ContractIncentive Stock Option Agreement • November 27th, 2002 • Eveolution Ventures Inc • British Columbia
WITHOUT PRIOR WRITTEN APPROVAL OF THE CANADIAN VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE CANADIAN VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL AUGUST 26, 2000.
Mr. Notary:Eveolution Ventures Inc • November 27th, 2002
Please enter in your Registry of Public Deeds one recording the Option Agreement and the Lease Agreement entered into by and between BEAR CREEK MINING COMPANY — SUCURSAL DEL PERU, with RUC Nº20473955939, registered in entry 1, file Nº 41289 of the Public Mining Registry, duly represented by it’s general manager Andrew T. Swarthout, identified with foreign identity card N114755, whose faculties are registered as entry 1, file 41289, domiciled at calle Monteflor Nº 460, Urbanización Valle Hermoso, Santiago de Surco, Lima 33, hereinafter referred to as “OPTIONEE”; on one side; and, on the other side FÉLIX FAUSTINO ELÍAS FARFÁN, identified with DNI Nº22074535, and his wife RAQUEL AMALIA VERA TORRES, identified with DNI Nº22075665, both domiciled at Laureano Martínez 134, San Miguel, Lima 32, hereinafter collectively referred to as the “TITLEHOLDER”; on the following terms and conditions:
REPRESENTATION AGREEMENTRepresentation Agreement • November 27th, 2002 • Eveolution Ventures Inc • Arizona
This Representation Agreement is made and entered into as of this 10th day of October, 2002 by and among EVEolution Ventures (USA), Inc., an Arizona corporation (the “Acquiring Corporation” or “EVE USA”), Bear Creek Mining Company, an Arizona corporation (the “Acquired Corporation” or “BCMC”), and EVEolution Ventures Inc., a British Columbia company (“EVE”) and Andrew T. Swarthout (the “Covenantor”).
Mr. Notary:Eveolution Ventures Inc • November 27th, 2002
Please enter in your Registry of Public Deeds one recording the Option Agreement and the Lease Agreement entered into by and between BEAR CREEK MINING COMPANY — SUCURSAL DEL PERU, registered in entry 1, file Nº 41289 of the Public Mining Registry, duly represented by it’s general manager Andrew T. Swarthout, identified with foreign identity card N114755, whose faculties are registered as entry 1, file 41289, domiciled at calle Monteflor Nº 460, Urbanización Valle Hermoso, Santiago de Surco, Lima 33, hereinafter referred to as “OPTIONEE”; on one side; and, on the other side FELIPE BENICIO VERA PALOMINO, identified with DNI Nº 29736017, and his wife ROSA JUANA PALOMINO NEYRA, identified with DNI Nº 30770133, both domiciled at Pasillo Los Lirios, Calle Los Lirios, Calle Los Geranios, Manzana F, Lote 9, El Eden de Lara, San Martín de Socabaya, Arequipa, hereinafter collectively referred to as the “TITLEHOLDER”; on the following terms and conditions:
January 9, 2002 By HandEveolution Ventures Inc • January 24th, 2003 • Mining & quarrying of nonmetallic minerals (no fuels)
As discussed we have agreed to sublet to you office space in our premises for a total cost per month of $1,448.13 plus GST. This cost is calculated based on our lease cost, using the square footage of the offices plus 50% of the cost of certain common areas and a 10% markup for furnishings. The sublet to you is as follows:
VOLUNTARY POOLING AGREEMENTVoluntary Pooling Agreement • November 27th, 2002 • Eveolution Ventures Inc
BEAR CREEK MINING CORPORATION, a company continued under the laws of the Yukon Territory and having its registered office at Suite 300, 204 Black Street, Whitehorse, Yukon, Y1A 2M9;
Mr. Notary:Eveolution Ventures Inc • November 27th, 2002
Please enter in your Registry of Public Deeds one recording the Option Agreement and the Lease Agreement entered into by and between BEAR CREEK MINING COMPANY – SUCURSAL DEL PERU, registered in entry 1, file Nº 41289 of the Public Mining Registry, duly represented by it’s general manager Andrew T. Swarthout, identified with foreign identity card N114755, whose faculties are registered as entry 1, file 41289, domiciled at calle Monteflor Nº 460, Urbanización Valle Hermoso, Santiago de Surco, Lima 33, hereinafter referred to as “OPTIONEE”; on one side; and, on the other side JULIO CÉSAR HUERTA DEPAZ, domiciled at Av. Carlos Izaguirre No. 1000, Urbanización Las Palmeras, Los Olivos, Lima 39, identified with DNI Nº10294911, single, hereinafter referred to as the “TITLEHOLDER”; on the following terms and conditions:
Mr. Notary:Eveolution Ventures Inc • November 27th, 2002
Please enter in your Registry of Public Deeds one recording the Option Agreement and the Lease Agreement entered into by and between BEAR CREEK MINING COMPANY – SUCURSAL DEL PERU, with RUC Nº 20473955939, registered in entry 1, file Nº 41289 of the Public Mining Registry, duly represented by it’s general manager Andrew T. Swarthout, identified with foreign identity card N114755, whose faculties are registered as entry 1 of file 41289, with registered office at calle Monteflor Nº 460, Urbanización Valle Hermoso, Santiago de Surco, Lima 33, hereinafter referred to as “OPTIONEE”; on one side; and, on the other side JANNETTE VERGARA HERRERA, represented by Jaime Oswaldo Vergara León, identified with DNI Nº 08231837, in accordance with the faculties conferred in virtue of the public deed granted before the notary of Lima Dr. Manuel Reátegui Tomatis and recorded as entry 1A of file Nº 228734 of the Public Registry in Lima and Callao, JAIME OSWALDO VERGARA LEÓN, identified with DNI Nº 0823183
