Attach to Exhibit 10.13
Attached hereto is an English translation of the original Spanish version
of the Deed of Lease and Purchase Option contract between Monica de Prudencio
and Mineria Tecnica Consultores Asociados S.A. ("Mintec") dated November 7,
1994, regarding the Tesorera concession. The Company employed translators to
translate the above referenced agreement and based on this the undersigned
believes that the attached is a fair and accurate English translation of the
above referenced agreement.
/s/ Keith R. Hulley
-------------------
Keith R. Hulley
Director
Apex Silver Mines Limited
Date: August 29, 1997
Exhibit 10.13
Unofficial Translation
Contract between MINTEC and Monica de Prudencio/1/
Mr. Special Notary for Mines and Petroleum: in the registries of public deeds
under your responsibility, please insert [a deed] of lease with option to buy
mining concessions which we, the undersigned, celebrate under the following
clauses:
First I, Monica de Prudencio, of age, married, teacher, from Potosi, resident
- -----
in this city [La Pas], with I.D. No. 089567 L.P. and capable by law, declare
myself to be the legitimate and sole owner of the following mining concessions,
located in the Canton of San Cristobal, of the Province of Nor Lipez, Department
of Potosi:
SANTA BARBARA DE JAYULA of 49 mining claims with Title Document No. 14,
dated December 19, 1990; SAN JUAN DE DIOS SEGUNDA of 18 mining claims with
Title Document No. 33 dated December 18, 1990; SAN JUAN DE DIOS of 8 mining
claims with Title Document No. 32 dated December 18, 1990; CASUALIDAD of 10
mining claims with Title Document No. 38 dated December 24, 1990; LOS
PERDIDOS of 20 mining claims with Title Document No. 36 dated December
21,1990; SUCESIVAS DON JOSE of 12 mining claims with Title Document No. 31
dated December 17, 1990; 25 DE MAYO SEGUNDA of 71 mining claims with Title
Document No. 30 dated December 17, 1990; CALAMEnA SEGUNDA of 52 mining
claims with Title Document No. 37 dated December 21, 1990; HALCA of 117
mining claims with Title Document No. 35 dated December 19, 1990, and DON
JOSE of 102 mining claims with Title Document No. 27 dated October 18,
1993.
All of the Title Documents referred to above were given by the Regional
Superintendent of Mines of the provinces of Nor and Sud Chicas, Nor and Sud
Lipez, Daniel Campos, Modesto Omiste and Enrique Baldivieso of the Department of
Potosi, Dr. Feliciano Torrico Tapia, via public deeds whose numbers were
specified individually in the foregoing paragraph of the present clause, and
extended before the Special Notary and Registrar of Mines of Tuoiza, Mr.
Saturnino Vargas Fernandez.
Second Now, as it is convenient to my interests, of my free and spontaneous
- ------
will, I given in lease, with option to buy, the mining concessions referred to
above, in favor of Mineri Teonica Consultores "MINTEC S.A.", represented on this
occasion by Ing. Johnny Delgado Achaval, whose power to do so forms part of the
respective public deed, under the following conditions and modalities:
A. The term of the lease shall be for four years counted from the date of public
deed corresponding to the present document.
B. The term of the option to buy shall be two years counted from the 15th of
November 1996 to the 15 of November 1998.
C. The rental fee to be paid by MINTEC is US$12,000 (twelve thousand and 00/00
U.S. dollars) monthly from the 15th of November of the present year in
advance form.
D. The rental fee described in the previous subsection shall be made the 15th of
each month, with a tolerance of 15 days which, if passed without payment
having been made, the present contract shall be automatically concluded
without any obligation for the owner and with responsibility of MINTEC.
E. The price for execution of the option is US$2,000,000 (two million and 00/00
U.S. dollars) which MINTEC may pay at any time from entry into the period of
the option, at one time.
F. The taxes owed for the lease and for the option, will be on the account of
the owner.
G. The payment of annual mineral patents for each and every one of the
concessions, will be on the account of the owner.
H. In the event the option is exercised all of the monthly payments made to the
owner, shall be counted against the total price.
Third Within the period of leasing and the mining concessions motive of this
- -----
contract, MINTEC shall have the ability and the right to, at its exclusive
judgment, make studies, technical tests, reconnaissance and works of exploration
and/or exploitation with no limit whatsoever, including the purchase of
equipment and machinery, contracting of personnel and implementation of mineral
sales or exports which it deems convenient.
Fourth During the life of this contract, the owner may not sell concessions to
- ------
third parties, nor may she lien them or constitute on them any real or personal
right, nor give any class of rights, which in any way could affect that
conferred on MINTEC S.A., under penalty of nullity of any contract given in
contravention tot his clause, and without having to pay MINTEC any damages which
this may occasion.
Fifth Should MINTEC S.A., in use of the right given in this contract, decide to
- -----
execute the option, and consequently acquire the concessions, the following
stipulations shall be observed:
a) MINTEC, S.A. will notify the owner in writing about the execution
b) The owner, together with her husband, within five days of receipt of the
notification, commits herself to sign the respective document and public
deed of transfer which will include all of the usages and easements of the
concessions and the price of US$2,000,000 (two million U.S. dollars),
deducting from that the amounts paid by way of lease fees, which shall be
paid on the owner's signing of the cited public deed.
2
c) The transactions tax shall be on the account and charge of the owner, and all
of the expenses required to perfect the property right of MINTEC, S.A. shall
be at its expense.
d) The owner will confirm in the public deed of sale, that the concessions have
their titles in order, and have no class of lien or mortgage against them.
Thus, the owner shall deliver to MINTEC S.A. the corresponding up to date
receipts of payment of patents.
Sixth MINTEC S.A., at its discretion and without need to show cause, may
- -----
communicate to the owner at any time during the life of the contract, regarding
recission of same.
In such case, the present contract, from the date of the owner having received
this notification, will be resolved [sic: should be "dissolved"] fully and
without any legal affect nor further responsibility by the contracting parties.
As a result of this contractual recission, MINTEC S.A. may freely withdraw all
of the machinery and equipment which may have been installed on the concessions.
The contracting parties commit, and at the requirement of either of them, to
sign a document and public deed of recission.
Seventh Any discrepancy arising from this Contract shall be resolved via
- -------
arbitration in accordance with the norms and regulations of the Interamerican
Commission on Commercial Arbitration (CLAC).
Eighth For communication between the parties, the following domiciles are
- ------
signalled:
Owner: Monica Prudencio, Edificio Castillo 7th Floor, Office 701
MINTEC S.A.: Avenida Arce 2678, La Paz, Bolivia
Ninth MINTEC, S.A. is expressly authorized to subrogate, in whole or in part,
- -----
the present contract, to any other person, natural or juridical, dedicated to
mining activity and of good reputation.
Tenth All of the mining claims made by the owner or the lessee/optioner in the
- -----
area where the concessions subject of this contract are located, for 5 km [11
miles] beyond the limits of the properties, shall pertain to this contract.
Eleventh I, Luis Prudencio Tardio, of age, married, resident of this city, with
- --------
I.D. no. 2022219 L.P., and qualified by law, manifest my complete agreement with
the entire tone of the present contract, and declare that I understand that it
includes my community property rights which I as husband of Mrs. Monica de
Prudencio possess in the mining concessions object of this contract.
3
Twelfth I, Johnny Delgado Achaval, of age, married, resident of this city,
- -------
engineer, with I.D. No. 39745 L.P., and qualified by law in my capacity as
Chairman of the Board of Directors of MINTEC, S.A., accept the tenor of each and
every one of the preceding clauses.
Mr. Notary, please add the other clauses of rigor and style for legal validity.
La Paz, October 15, 1994
- ----------------------- -------------------------
Sra. Monica de Prudencio Luis Prudencio Tardio
---------------------------
Ing. Johnny Delgado Achaval
-------------------------
Alberto Sivila Cortas
(lawyer)
4