Exhibit 10.1
000 - 000 Xxxxxxx Xxxxxx, Xxxxxxxxx, X.X. X0X 0X0 TEL. 000-000-0000
FAX 000-000-0000 SYR:TSXV
May 31, 2006
Konigsberg Corporation
00 Xxxxxxxx Xxxxxx
Xxxxxxxx Xxxxxxx
X0X 0X0
Attention: Xxxx Xxxxxxxxx
Dear Xx Xxxxxxxxx:
RE: OPTION AGREEMENT BETWEEN SYDNEY RESOURCE CORPORATION ACTING THROUGH AND ON
BEHALF OF IT'S WHOLLY OWNED SUBSIDIARY GOLONDRINA S DE RL DE CV ("SYDNEY"
OR "OPTIONOR") AND KONIGSBERG CORPORATION ("KONIGSBERG" OR "OPTIONEE,").
This option agreement (the "Agreement") sets out the terms and conditions by
which the Optionor, a corporation incorporated under the laws of the Province of
British Columbia in the case of Sydney and under the laws of Mexico in the case
of Golondrina, agrees to grant to Konigsberg, a company incorporated under the
laws of the State of Nevada, the sole and exclusive right and option to acquire
up to a 75% undivided right, title and interest in and to the YOQUIVO Property
(the "Option"), consisting of 6 mineral concessions, located in the state of
Sonora, Mexico, as described in Schedule A attached hereto (the "Property").
Konigsberg acknowledges the underlying agreement for the Property attached
hereto as Schedule B (the "Underlying Agreement").
This Agreement, save as indicated below, is subject to the approval of the Board
of Directors of Sydney and Golondrina with the time for such approval not to
exceed 10 business days from the date this Agreement is executed, approval of
this agreement by the underlying property vendor as per the terms of the
Underlying Agreement the time for such approval not to exceed 10 business days
from the date of this Agreement is executed and applicable regulatory approvals.
The date of this Agreement shall be deemed to be the date of the Letter of
Intent which has been accepted by both parties and which is included for
reference as Schedule D. This Agreement shall replace any previous agreements
between the parties and shall constitute the full agreement between the parties
save and except for a formal joint venture agreement which shall be entered into
as detailed in this Agreement.
1. THE OPTION
.1. The Optionor hereby grants to Konigsberg the sole, exclusive and
irrevocable right and option (First Option) to acquire an undivided
50% right, title and interest in and to the Property by:
.1. Making, in favour of the Optionor, the following optional
cash payments - all payments to be made in U.S. Dollars unless
otherwise specified:
(A) $25,000 within 5 days upon signing of the Letter of
Intent (paid);
(B) $75,000 within 30 days of the date of signing the
Letter of Intent (paid);
for total aggregate cash payments of $100,000, which
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Optionor acknowledges has been paid in full.
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.2. Issuing in favour of the Optionor the following number of common
shares of Konigsberg, subject only to those trading restrictions
required by Konigsberg's listing exchange at the time of issue or as
required by law or regulation:
(A) Within 30 days of the date of the Letter of Intent
500,000 common shares of Konigsberg (issued and delivered);
(B) Within 12 months of the date of signing of the Letter
of Intent 500,000 common shares of Konigsberg.
For total aggregate share payments of 1,000,000 shares, of which
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Optionor acknowledges 500,000 shares have been issued and delivered. All
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share certificates issued pursuant to this agreement shall have a 1 year
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hold period from date of issue.
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1.1.3. Completing the following cumulative Exploration Expenditures
totaling $1,000,000.00 over 24 months as defined below:
(A) $250,000 in cumulative exploration expenditures within
6 months of the date of this Agreement which shall be a firm
commitment on the part of Konigsberg;
(B) $600,000.00 in cumulative exploration expenditures
within 12 months of the date of this Agreement;
(C) $1,000,000.00 in cumulative exploration expenditures
within 24 months of the date of this Agreement;
For a total cumulative Exploration Expenditures of
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$1,000,000.
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The initial cash payment of $100,000, the issuance of 500,000 common shares and
the initial exploration expenditure of $250,000.00 shall be a binding commitment
on the part of Konigsberg. All other payments and expenditure commitments as
set out herein shall be at the option of Konigsberg but shall be required to
keep this agreement in good standing.
Konigsberg further agrees to be responsible for making, through the offices of
Sydney and Golondrina, all necessary property and tax payments to keep the
property in good standing with respect to the Underlying Agreement during the
earn in period of the first option. Funds to meet said payments shall be
delivered 30 days in advance of the appropriate due date to the account of
Sydney Resource Corporation in order to facilitate the timely exchange and
transfer into the account of Golondrina. Konigsberg shall further agree to be
bound by the terms and conditions of the Underlying Agreement.
Once Konigsberg has vested its initial 50% interest in the project and delivered
notice to Sydney that it has chosen not to proceed with the exercise of its 2nd
Option as outlined below the parties shall enter into the joint venture
agreement as to be set out in Schedule C and shall share equally in all
exploration costs and payments subject to standard dilution terms.
It is understood that Sydney will act as operator during the earn-in phase of
the agreement and shall be entitled to charge a management fee of 10% on all
property exploration expenditures and related head office overhead. A management
committee consisting of two representatives of each Company shall be formed upon
acceptance of the terms of this Agreement. As operator Sydney will be
responsible for proposal of exploration programs to the management committee.
Konigsberg as funding partner shall be responsible for funding, in full, any and
all exploration programs approved by the management committee in advance of the
commencement of exploration.
Upon Konigsberg successfully exercising the first option, Sydney shall hereby
grant to Konigsberg the sole, exclusive and irrevocable right and option (the
2nd Option) to earn an additional 25% undivided right, title and interest
(cumulative 75%), subject to back-in provisions in favour of Sydney as indicated
below, under the following terms and conditions:
A) Within 60 days of having vested an initial 50% interest in
the property making a cash payment in favour of Sydney of
$250,000;
B) Within 60 days of having vested an initial 50% interest in
the property issuing to Sydney an additional 1,000,000 common
shares of Konigsberg
C) Completing an additional $1,500,000 in exploration
expenditures on the property within an additional 24 month period
and making the necessary cash payments to the vendor as per the
terms and conditions of the Underlying Agreement.
Should Konigsberg successfully exercise the 2nd Option, Sydney shall have the
one-time right, exercisable within 90 days of Konigsberg having vested at 75%,
via the 2nd Option, to back into a 50% interest in the property ("Back-In
Right") by making a single cash payment in favour of Konigsberg equal to the
greater of (a) two (2) times Konigsberg's cumulative exploration expenditures
incurred under the terms of the 2nd Option, exclusive of acquisition payments,
or (b) should the value of the Konigsberg shares issued under the terms of the
2nd Option exceed $1,500,000 on the date of exercise of the back in right, a
total of two (2) times Konigsberg cumulative exploration expenditures incurred
under the terms of the 2nd Option, exclusive of acquisition costs, plus one half
of the amount by which Konigsberg's shares exceed $1,500,000. Said payments are
to be due within 10 days of written notice delivered to Konigsberg by Sydney
that it has chosen to exercise its Back-In Right.
Konigsberg shall have the additional right, exercisable within seven (7) days of
receipt of notice of Sydney's decision to exercise its Back-In Right, to
extinguish said right through the issuance of an additional 1,000,000 common
shares of Konigsberg in Sydney's favor. In this event a joint venture will be
formed between the parties under a joint venture agreement which is set out as
schedule C to this agreement.
During the duration of the earn-in phase of this Agreement (First and Second
Options), or until such time as a joint venture is formalized in accordance with
schedule C, Konigsberg will be responsible for making all payments required
under the terms of the Underlying Agreement between the Optionor and Mr. Xxxx
Xxxxx Xxxxx Xxxxxx as outlined in Schedule B. Upon formation of a joint venture
the parties shall agree to make said payments on a pro-rata basis relative to
their working interest in the project at the time of the payment. If it is
decided by the parties to complete a Feasibility Study, as defined by Canadian
National Policy Instrument 43-101, the parties shall share the expenses of same
on a pro-rata basis.
During the duration of the earn-in phase of this Agreement (First and Second ),
or until such time as a joint venture is formalized in accordance with Schedule
C, title to the Property will remain registered with the Optionor. Upon
formation of a joint venture, the Optionor shall transfer to Konigsberg or its
Mexican registered subsidiary and caused to be registered in accordance with the
laws of Mexico that percentage interest which Konigsberg has earned at the time
of formation of the joint venture. All costs associated with the transfer and
register of said interest to be borne by Konigsberg in their entirety.
2. DEFINITIONS
.1. "Exploration Expenditures" shall mean all expenditures for the
exploration of the Property including but not limited to, geological
mapping, sampling, assaying, geophysical and geochemical surveys,
field support costs, drilling and mobilization of equipment,
metallurgical sampling, report writing and tenure maintenance.
.2. "Feasibility Study" shall mean a report completed under the
supervision of a qualified person, as per Canadian National Instrument
43-101, that outlines the reserves and resources on the Property,
potential mining methods and plan, metallurgical extraction of
valuable minerals, a proposed list of equipment and facilities
required for the proposed mining plan and processing facilities,
environmental and permitting considerations and requirements and a
reclamation and remediation proposal accompanied with an estimate and
schedule of the cost of the foregoing both for capital and operations
and a schedule of production for valuable minerals and a financial
model of detail suitable for a financial institution. The cost of the
feasibility study shall be shared on a pro rata basis subject to the
terms and conditions outlined above.
3. RIGHT OF ENTRY
Provided this Agreement is in good standing, Konigsberg, its servants
and agents (persons authorized by Konigsberg) and any assigns, shall have
the right of access to and from the Property and the right to enter upon,
examine all work completed by the operator, sample as may be required to
confirm the work completed by the operator, explore and develop the
Property in conjunction with the operator and fund the Exploration
Expenditures and undertake such other activities as may be required to vest
its interests hereunder in such a manner as Konigsberg, in its sole
discretion, may deem advisable.
4. REPRESENTATIONS AND WARRANTIES OF THE OPTIONOR
The Optionor represents and warrants to, and covenants with Konigsberg
that to the best of its knowledge and where a party acting reasonably
should have known:
4.1 the Property is accurately described in Schedule A, and is
presently in good standing under the applicable laws of Mexico;
4.2 there are no encumbrances, royalties or liens of any kind
associated in any way, save as outline in Schedule B, with the
Property;
4.3 the Optionor has the exclusive right to enter into this Agreement
and to dispose of an interest in the Property in accordance with the
terms and conditions of this Agreement subject only the approval of
the underlying vendor said approval not to be unreasonably withheld;
4.4 the Underlying Agreement is in good standing and is in full force
and effect;
4.5 the Underlying Agreement has been accepted for filing by the TSX
Venture Exchange and all other applicable regulatory approvals have
been received in respect of the Property;
4.6 there is no adverse claim or challenge against or to the
ownership of the Property, nor is there any outstanding agreements or
options to acquire or purchase the Property or any portion thereof
other than the Underlying Agreement, and no person, firm or
corporation has any proprietary or possessory interest in the Property
other than the Optionor and as provided for under this Agreement;
4.7 there are no reclamation or rehabilitation requirements
outstanding on the Property of which Konisberg has not or will not be
advised and all work has been carried out in accordance with all
applicable laws of the federal mining law of Mexico;
4.8 The Optionor is not aware of any material fact or circumstance
which has not been disclosed to Konigsberg which should be disclosed
in order to prevent the representations and warranties of the Optionor
provided in this Agreement from being misleading; and
4.9 the Optionor has, or will throughout the term of this agreement,
advised Konigsberg of all of the material information about the
Property generally and specifically as to its mineral potential.
The representations and warranties of the Optionor herein before set
out are conditions on which Konigsberg has relied in entering into this
Agreement and will survive the acquisition of any interest in the Property
by Konigsberg and/or the termination of this Agreement. The Optionor hereby
indemnifies and saves Konigsberg harmless from all loss, damage, costs,
actions and suits arising out of or in connection with any breach of any
representation, warranty, covenant, agreement or condition made by the
Optionor, that the Optionor had knowledge of, or acting reasonably should
have had knowledge of and contained in this agreement
5. REPRESENTATIONS AND WARRANTIES OF KONIGSBERG
Konigsberg represents and warrants to the Optionor that:
.1. it is properly constituted and has the full power and authority
to enter into this Agreement; and
.2. there are no outstanding suits or actions for non-performance on
reclamation work or any other activities with respect to Konigsberg.
6. COVENANTS OF KONIGSBERG
Konigsberg covenants and agrees with the Optionor that until the
Option is exercised in accordance with the terms and conditions of this
Agreement, or the Option or this Agreement otherwise terminates, Konigsberg
shall:
.1. keep the Property free and clear of liens and other charges
arising from the operations of Konigsberg under this Agreement;
.2. carry on all operations on the Property in a good and miner-like
manner and in compliance with all applicable governmental regulations
and restrictions;
.3. pay or cause to be paid any rates, taxes, duties, royalties,
assessments or fees levied with respect to the Property or
Konigsberg's operations thereon;
.4. indemnify and hold the Optionor harmless from any and all
liabilities, costs, damages or charges arising from the failure of
Konigsberg to comply with the covenants of Konigsberg contained herein
or otherwise arising from the operations on the Property by
Konigsberg, its servants or agents, including any environmental
cleanup required or ordered pursuant to the laws of Mexico; and
.5. provide the Optionor with bi-annual reports, in writing, with
respect to its operations on the Property and shall provide the
Optionor with copies of any and all documents filed by Konigsberg for
recording of it's interest with respect to the Property and any
related regulatory filings .
7. COVENANTS OF THE OPTIONOR
As set out in this agreement the Optionor has agreed to act as
operator during the earn in phase of the Agreement and is entitled to
charge a 10% management fee on all property exploration expenditures and
related head office overhead. Accordingly, the Optionor covenants and
agrees with Konigsberg that until the Option is exercised in accordance
with the terms and conditions of this Agreement, or the Option or this
Agreement otherwise terminates, the Optionor shall:
.1. keep the Property free and clear of liens and other charges
arising from the operations of the Optionor under this Agreement;
.2. carry on all operations on the Property in a good and miner-like
manner and in compliance with all applicable governmental regulations
and restrictions;
.3. pay or cause to be paid any rates, taxes, duties, royalties,
assessments or fees levied with respect to the Property or Optionor's
operations thereon funding for said tax payments to be funded as
detailed above;
.4. indemnify and hold Konigsberg harmless from any and all
liabilities, costs, damages or charges arising from the failure of the
Optionor to comply with the covenants of the Optionor contained herein
or otherwise arising from the operations on the Property by the
Optionor, its servants or agents, including any environmental cleanup
required or ordered pursuant to the laws of Mexico; and
.5. provide Konigsberg with bi-annual reports, in writing, with
respect to its operations on the Property and shall provide Konigsberg
with copies of any and all documents filed by Optionor for recording
of assessment work on the Property.
8. JOINT VENTURE
.1. Once Konigsberg has earned an interest in the Property as
provided above, Konigsberg may elect at any time to form a joint
venture with the Optionor (the "Joint Venture") in accordance with the
terms and conditions of a joint venture agreement in substantially the
form attached hereto as Schedule C (the "Joint Venture Agreement").
The Optionor , or its assigns, shall be the operator of the Joint
Venture initially but the operator may be replaced as provided in the
Joint Venture Agreement.
.2. The Joint Venture Agreement shall include a provision that in the
event that the Joint Venture working interest of Konigsberg or the
Optionor is diluted to a 10% working interest, in accordance with the
terms and conditions of the Joint Venture Agreement, the diluted party
shall revert to a 2.0% Net Smelter Royalty on the Property, which
shall be subject to an exclusive and irrevocable option held by the
other party whereby the other party may at any time purchase one half
of the 2.0% Net Smelter Royalty (i.e. 1.0%) for a sum of U.S. $2.0
million. In addition the non-diluted party will hold an exclusive and
irrevocable 30 day right of first refusal on any and all dispositions
of any portion of such Net Smelter Royalty by the diluted party.
.3. Upon the formation of the Joint Venture, the Optionor will cause
to be transferred and recorded in accordance with the laws of Mexico
that portion of the title interest which has been earned by Konigsberg
to Konigsberg's legally registered Mexican operating subsidiary said
subsidiary to be established by Konigsberg prior to the vesting of an
interest in the Property.
9. TERMINATION
.1. Konigsberg shall be permitted to return any part of the Property
to the Optionor prior to the termination of the Agreement, without
effect to the rights of Konigsberg under this Agreement, provided,
however, that Konigsberg must insure that it leaves any returned part
of the Property in good standing with respect to the applicable
property taxes and work requirements as necessitated by the Mexican
government.
.2. Konigsberg may terminate this Agreement at any time after having
met its firm commitments as outlined above, by giving written notice
to the Optionor of the termination of this Agreement (the "Notice of
Termination") and such termination shall be effective on the 15th day
after the Notice of Termination is sent to the Optionor. Konigsberg
must leave the Property in good standing with respect to the
applicable property taxes and work requirements as necessitate by the
Mexican government.
.3. Notwithstanding Paragraph 9.2, if Konigsberg fails to make any
payment (optional, discretionary or otherwise) or fails to do anything
on or before the last day provided for such payment or performance
under this Agreement (in each or either case referred to as a
"default" ), the Optionor may terminate this Agreement but only if:
.1. The Optionor has first given Konigsberg written notice of
the default containing particulars of the payment which
Konigsberg has not made or the act which Konigsberg has not
performed; and
.2. Konigsberg has not, within 30 days following delivery of
such notice, cured such default by appropriate payment or
performance (Konigsberg hereby agreeing that should it so
commence to cure any default, they will prosecute the same to
completion without undue delay).
.4. Should Konigsberg fail to comply with the provisions of
Sub-paragraph 9.3, the Optionor may thereafter terminate this
Agreement by notice to Konigsberg with respect to the default on the
Property as laid out in Sub-paragraph 9.3.
.5. Upon the termination of the Agreement, Konigsberg forfeits any
and all interest in the Property and shall cease to be liable to the
Optionor in debt, damages or otherwise, save for the performance of
those obligations, which theretofore should have been performed. Upon
termination of this agreement by the Optionor, Konigsberg must leave
the Property in good standing with respect to the applicable property
taxes and work requirements as necessitate by the Mexican as of the
date of termination. If termination relates to the failure to make a
payment, the last payment shall not be considered an obligation that
should have been performed.
.6. Upon the termination of this Agreement, Konigsberg shall provide
copies of all maps and reports with respect to the Property that it
has generated and vacate the Property within a reasonable time after
such termination, but shall have the right of access to such Property
for a period of three months thereafter for the purpose of removing
its chattels, machinery, equipment and fixtures there from.
10. INDEPENDENT ACTIVITIES
Except as expressly provided herein, both parties shall have the free
and unrestricted right to independently engage in and receive the full
benefit of any and all business endeavours of any sort whatsoever, whether
or not competitive with the endeavours contemplated herein without
consulting the others or inviting or allowing the others to participate
therein. Neither party shall be under any fiduciary or other duty to the
other, which will prevent them from engaging in, or enjoying the benefits
of competing endeavours within the general scope of the endeavours
contemplated herein. The legal doctrines of "corporate opportunity"
sometimes applied to persons engaged in a joint venture or having fiduciary
status shall not apply in the case of any of either of the parties. In
particular, without limiting the foregoing, neither of the parties shall
have an obligation to the other party as to:
.1. any opportunity to acquire, explore and develop any mining
property, interest or right presently owned by them or offered to them
outside of the Property at any time; and
.2. the erection of any mining plant, mill, smelter or refinery,
whether or not such mining plant, mill, smelter or refinery is erected
for processing ores or concentrates from the Property.
11. CONFIDENTIALITY OF INFORMATION
Both parties hereto shall treat all data, reports, records and other
information relating to this agreement and the Property as confidential.
While this agreement is in effect, neither of the parties hereto shall,
without the express written consent of the other, disclose to any third
party any information concerning the results of the operations hereunder
nor issue any press releases concerning this agreement or its exploration
operations except where:
.1. such disclosure is mandatory under the law or is deemed necessary
by Konigsberg's or the Optionor's counsel for the satisfaction by
Konigsberg or the Optionor of their obligations to applicable
securities regulatory bodies; or
.2. Konigsberg or the Optionor is seeking the participation of such
third party in the exploration, development or production or financing
of the Property and such information is divulged under confidential
circumstances. Due consideration shall be given to present and future
governmental regulations with respect to such data disclosures. The
parties shall provide to each other, with minimum 24 hour notice where
possible, draft planned press releases for comment.
12. ASSIGNMENT
.1. Each of the parties has the right to assign all or any part of
their interest in the Property and in this agreement. It shall be a
condition precedent to any such assignment that the assignee of the
interest being transferred agree in writing to be bound by the terms
of this agreement, as if it had been an original party hereto.
.2. Konigsberg shall have a 30 day first right of refusal on any sale
or transfer of the Optionor' rights title or interest in the Property
or any royalty from the Property.
.3. In the event that a Joint Venture is formed, following the
commencement of the Joint Venture, the Optionor shall have a 60 day
first right of refusal on the sale of the Konigsberg interest. The
right of first refusal in clause 12.3 shall not operate retroactively.
13. UNAVOIDABLE DELAYS
If either party should be delayed in or prevented from performing any
of the terms, covenants or conditions of this Agreement by reason of a
cause beyond the control of such parties, including fires, floods,
earthquakes, subsidence, ground collapse or landslides, interruptions or
delays in transportation or power supplies, strikes, lockouts, wars, acts
of God, government regulation or interference, including but without
restricting the generality of the foregoing, forest or highway closures or
any other cause beyond such parties' control, then any such failure on the
part of such parties to so perform shall not be deemed to be a breach of
this agreement and the time within which such parties are obliged to comply
with any such term, covenant or condition of this agreement shall be
extended by the total period of all such delays. In order that the
provisions of this article may become operative, such party shall give
notice in writing to the other party, forthwith and for each new cause of
delay or prevention and shall set out in such notice particulars of the
cause thereof and the day upon which the same arose, and shall give like
notice forthwith following the date that such cause ceased to subsist.
If Notice under this clause is provided the Optionor shall also
provide Notice to the Government of Mexico and make reasonable commercial
efforts to have provisions made for additional time with respect to
completion of work requirements and payment of mineral taxes and associated
deadlines. However, there is no assurance that theses efforts will be
successful and if not the requirement for maintaining claims in good
standing shall be waived if necessary.
14. ARBITRATION
If there is any disagreement dispute or controversy (a "Dispute")
between the parties with respect to any matter arising under this agreement
or the construction hereof, then the Dispute shall be determined by
arbitration in accordance with the following procedures:
.1. The parties on both sides of the Dispute shall inform the other
parties by notice of the name of an appointed independent person as
Arbitrator, who is a recognized expert in the area which is the
subject matter of the Dispute; and
.2. The appointed Arbitrators shall agree on the name of the one
person that they wish to act as the third Arbitrator. If the two
Arbitrators can not agree within 30 days of their appointment on a
third Arbitrators they shall ask the head of the Bar Association of
British Columbia to select a third Arbitrator.
The arbitration shall be conducted in accordance with the Arbitrations
Act (British Columbia) and the decision of the arbitrator panel shall be
made within 30 days following their being named, shall be based exclusively
on the advancement of exploration, development and production work on the
Property and not on the financial circumstances of the parties. The costs
of arbitration shall be borne equally by the parties to the Dispute unless
otherwise determined by the arbitrator in the award.
15. NOTICES
Any notice, election, consent or other writing required or permitted
to be given hereunder shall be deemed to be sufficiently given if delivered
by courier or if mailed by registered mail, addressed as follows:
In the case of Sydney Resource Corporation:
C/o the President
000-000 Xxxxxxx Xxxxxx
Xxxxxxxxx, XX X0X 0X0
Facsimile: 000-000-0000
In the case of Konigsberg Corporation:
C/o Xxxx Xxxxxxxxx, President
Konigsberg Corporation
00 Xxxxxxxx Xxxxxx
Xxxxxxxx Xxxxxxx
X0X 0X0
Facsimile:
And any such notice given as aforesaid shall be deemed to have been
given to the parties hereto if delivered, when delivered, or if mailed, on
the tenth (10th) business day following the date of mailing, or, if
telegraphed or faxed, on the next succeeding day following the telegraphing
or faxing thereof PROVIDED HOWEVER that during the period of any postal
interruption in either the country of mailing or the country of delivery,
any notice given hereunder by mail or if mailed by registered mail shall be
deemed to have been given only as of the date of actual delivery of the
same. Either party may from time to time by notice in writing change its
address for the purpose of this paragraph.
16. GENERAL TERMS AND CONDITIONS
.1. The parties hereto hereby covenant and agree that they will
execute such further agreements, conveyances and assurances as may be
requisite, or which counsel for the parties may deem necessary to
effectually carry out the intent of is agreement.
.2. This Agreement shall represent the entire understanding between
the parties with respect to the Property. No representations or
inducements have been made save as herein set forth. No changes,
alterations, or modifications of this agreement shall be binding upon
all parties until and unless a memorandum in writing to such effect
shall have been signed by both parties hereto.
.3. The titles to the articles to this agreement shall not be deemed
to form part of this agreement but shall be regarded as having been
used for convenience of reference only.
.4. The schedules to this agreement shall be construed with and as an
integral part of this agreement to the same extent as if they were set
forth verbatim herein.
.5. All reference to dollar amounts contained in this agreement are
references to United States funds.
.6. This Agreement shall be governed by and interpreted in accordance
with the laws in effect in British Columbia, and the parties hereto
attorn to the courts of British Columbia for the resolution of any
disputes arising out of this agreement.
.7. The Agreement may be executed in any number of counterparts. Each
counterpart shall be deemed for all purposes to be an original, and
all such counter-parts shall constitute one and the same instrument,
binding on all of the parties hereto. A copy of this Agreement signed
by one party and faxed to another party shall be deemed to have been
executed and delivered by the signing party as though an original. A
photocopy of this Agreement shall be effective as an original for all
purposes.
.8. This Agreement shall enure to the benefit of and be binding upon
the parties hereto and their respective successors and assigns.
If the foregoing correctly sets forth your understanding of the terms
and conditions agreed to between us with respect to the Option granted to
Konigsberg and the general terms and conditions of any Joint Venture,
please acknowledge the same by signing and returning to us the duplicate
copy of this letter enclosed for that purpose, whereupon a binding
agreement among us will be in effect.
SYDNEY RESOURCE CORPORATION
Per: /s/ Xxxxx Xxxxxx
---------------------------
Xxxxx Xxxxxx
President and Director
The Undersigned, Konigsberg, hereby confirm our acceptance of the
foregoing terms and conditions and agree to be bound thereby as of this
31st day of May , 2006.
KONIGSBERG CORPORATION
Per: /s/ Xxxx Xxxxxxxxx
-------------------------
Xxxx Xxxxxxxxx,
President and Director
SCHEDULE A
Claim Schedule and Map
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Mineral Concessions - YoquivoProperty
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Mineral Concessions Type of Concession Title No. Hectares
------------------- ------------------ --------- ------------
Xx Xxxxxx Xxxxxxxxxxxx 000000 9.1902
La Nina Exploration 217475 122.0000
Xxx Xxxxxxxxx xx Xxxxxxx Xxxxxxxxxxx 000000 91.0579
Xxxxxxx Exploration 216491 71.6262
La Restauradora Exploration 217476 60.8098
La Copa Exploration 223499 2,500.0000
------------------- ------------------ --------- ------------
Total 2,854.6841
SCHEDULE B
ENCUMBRANCES (to include any and all underlying agreements and amendments)
The encumbrances of the claims are:
SCHEDULE C
JOINT VENTURE
The Joint Venture Agreement will be in an industry standard form attached hereto
or failing a mutual agreement on an acceptable form and not initialed and
attached hereto in the form of the Rocky Mountain Mineral Law form 5A.
SCHEDULE D
Letter of Intent dated April 13, 2006
