EXHIBIT 10.3
20 SEPTEMBER, 2005
PACIFIC RIM MINING CORP.
(AS ASSIGNOR)
AND
TREND MINING COMPANY
(AS ASSIGNEE)
ASSIGNMENT OF RIGHT TO REPAYMENT OF LOAN
MADE TO
DMC CAYMAN INC.
MAPLES AND CALDER
DEED OF ASSIGNMENT
------------------
THIS ASSIGNMENT is made on 20 September, 2005
BETWEEN:
(1) PACIFIC RIM MINING CORP., a British Columbia company, (the "ASSIGNOR"); and
(2) TREND MINING COMPANY, a corporation organized and existing under the laws of
Delaware, (the "ASSIGNEE").
WHEREAS:
(A) Pursuant to the Agreement (as defined below), the Assignee has agreed
to acquire the Pacrim Loan (as defined in the Agreement) subject to the
terms and conditions set out in the Agreement.
(B) Pursuant to the Agreement, the Assignor hereby enters into this
assignment of the right to repayment of the Pacrim Loan.
IT IS AGREED as follows:
1 DEFINITIONS AND INTERPRETATION
In this Assignment (except where the context otherwise requires) the following
words and expressions shall have the following meanings:
"AGREEMENT" means the share purchase agreement made as of 20
September, 2005 between the Assignor and the
Assignee;
"COMPANY" means DMC Cayman Inc., an exempted company
incorporated in the Cayman Islands; and
"PACRIM LOAN" has the meaning given in the Agreement.
2 ASSIGNMENT
The Assignor hereby assigns the right to repayment of the Pacrim Loan
to the Assignee free and clear of any liens or other third party
rights. This assignment is to take effect as an absolute assignment
(and not by way of charge only).
3 ACKNOWLEDGEMENT OF ASSIGNMENT
The Assignee acknowledges the assignment pursuant to clause 2 above.
4 NOTICE TO COMPANY
The Assignor hereby undertakes to deliver a copy of this Assignment to
the Company.
5 GOVERNING LAW
This Assignment is governed by, and shall be construed in accordance
with, the law of the Cayman Islands.
2
6 COUNTERPARTS
This Assignment may be executed in any number of counterparts and all
such counterparts taken together shall be deemed to constitute one and
the same instrument.
3
IN WITNESS WHEREOF this Assignment has been executed and delivered as a Deed the
day and year first above written.
EXECUTED AS A DEED AND DELIVERED by )
PACIFIC RIM MINING CORP. )
acting by Catherine McLeod-Seltzer ) .................................
)
)
)
In the presence of:
______________________Witness
EXECUTED AS A DEED AND DELIVERED by )
TREND MINING COMPANY )
acting by Thomas A. Loucks ) .................................
)
)
)
In the presence of:
______________________Witness
1
4
ACKNOWLEDGEMENT OF NOTICE OF ASSIGNMENT
To: Trend Mining Company.
5439 South Prince Street
Littleton, Co 80120
United States
DMC Cayman Inc. hereby acknowledges that it has received express notice in
writing of the absolute assignment by Pacific Rim Mining Corp. to Trend Mining
Company of the right to repayment of the Pacrim Loan (as defined in the Share
Purchase Agreement between Trend Mining Company and Pacific Rim Mining Corp.).
DMC CAYMAN INC.
By: ____________________
Title:___________________
Date:___________________