Attach to Exhibit 10.19
Attached hereto is an English translation of the original Spanish version
of the Purchase Agreement between ASC Bolivia LDC and Litoral Mining Cooperative
Ltd., dated July 31, 1997, regarding the Animas 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
KATHERINE RAMIREZ DE LOAYZA
LAWYER
FIRST CLASS NOTARY PUBLIC
of edificio "handal" . oficina 508 . tel: 378938 . fax: 392887
home: edificio "naira" . piso 7 depto.701 . tel: 359177
AFFIDAVIT
No. 776/97
---------
FOR: THE PUBLIC WRIT FOR THE SALE PURCHASE OF TWO EXPLOITATION MINING
CONCESSIONS THROUGH THE EXERCISE OF AN OPTION TO BUY, SUBSCRIBED AND CELEBRATED
BY THE MINING COOPERATIVE "LITORAL LTDA." AND THE MINING COMPANY ASC BOLIVIA
LDC. (BOLIVIAN BRANCH), FOR THE AMOUNT OF ONE HUNDRED AND FIFTY THOUSAND 00/100
AMERICAN DOLLARS ($US150,000)
La Paz, 31st July, 1997
FILES: JORGE CUBA VELASCO - PEDRO I. VIVEROS CAMPOS
BOLIVIA
"CORRESPONDS"
A F F I D A V I T
NUMBER: SEVEN HUNDRED AND SEVENTY SIX. --------------------------------- No. 776
FOR THE SALE PURCHASE PUBLIC WRIT OF TWO EXPLOITATION MINING CONCESSIONS
EXERCISING THE OPTION TO BUY, SUBSCRIBED AND CELEBRATED BY THE MINING
COOPERATIVE "LITORAL LTDA." AND THE MINING COMPANY ASC BOLIVIA LDC. (BOLIVIAN
BRANCH) FOR THE AMOUNT OF ONE HUNDRED AND FIFTY THOUSAND 00/100 AMERICAN DOLLARS
($US150,000). -----------------------
******************************************************************************
In La Paz city, at ten thirty of the thirty first day of July of nineteen ninety
six. Before me, lawyer KATHERINE RAMIREZ DE LOAYZA, Public Notary of this
Judicial District and witnesses that are mentioned and sign at the end, were
present for one side: Mr. JOSE TICONA QUISPE, with ID one million two hundred
and sixty seven thousand five hundred and thirty four Potosin ELISEO QUISPE
CALCINA, with ID one million two hundred and sixty four thousand nine hundred
and twenty one Potosi, President and Secretary of the Administrative Council of
the Mining Cooperative "Litoral Ltda.", as vendors, as certified by the power of
attorney No. 428/97, issued in Uyuni by the Notary Nicolas Ugrinovio Rodriguez,
dated 28 July 1997, document that will be transcribed in this writ and for the
other side: Ing. JOHNNY DELGADO ACHAVAL, with ID number thirty nine thousand
seven hundred and forty five La Paz, as representative for the ASC BOLIVIA LDC
(BOLIVIAN BRANCH) company, as buyer; all full of age, neighbors of this city,
able by right for this execution, whose identities I give faith, and so that it
is inserted in the public writs and contracts registry under my charge,
presented me a sale purchase writ for two exploitation mining concessions
exercising the option to buy, power of attorney, documents that are literally
transcribed as follows: --------------------------------------------------------
- ------------------------------------------------- W R I T ----------------------
NOTARY PUBLIC, DRA. KATHERINE RAMIREZ DE LOAYZA: In the public deeds registry
under your charge, please insert one for the sale-purchase of two exploitation
mining concessions by the exercise of the option to buy, with the following
clauses: ----------------------------------------
FIRST.- (Parties).- Are parties for this contract: -----------------------------
- -----------------
1.1 The Mining Cooperative Litoral Ltda., also called from now "the vendors";
and
1.2 The ASC Bolivia LDC (Bolivian Branch) company also called from now on "the
buyer". --
SECOND.- (Title and Background).-
2.1 The Vendors declare themselves as the sole concessionaires of the following
mining concessions for exploitation, located in the San Cristobal County, Villa
Martin Province (Nor Lipez) of the Potosi Department: --------------------------
2
2.1.1 "Animas" with Two hundred (200) mining claims, with plaintiff's rights
issued in favor of the Mining Cooperative Litoral Ltda., registered at the
Notary of Mines of Tupiza through public deed No. 7/1970, dated February 11,
1970; registered in the Tupiza Mining Registry, under Entry No. 12/97, Page 5,
Book "C"-3, dated April 4, 1997; and in the Real State Registry of Potosi, under
Entry 10, Page 7, Book No. 26 for Mortgages in the Villa Martin Province (Nor
Lipez), dated March 3, 1970; and. ----------------------------------------------
2.1.2 "Sucesivas Animas" with Eighty (80) mining claims, with plaintiff's
rights issued in favor of the Mining Cooperative Litoral Ltda., registered in
the Tupiza Notary of Mines with public deed No. 24/1968, dated August 15, 1968;
registered in the Mining Registry of Tupiza under Entry No. 13/93, Page 50, Book
"C"-2, dated March 25, 1993; and in the Real State Registry of Potosi, under
Entry 23, Page 12, Book No. 26 of Mortgages of Nor Lipez province, dated
September 16, 1968. ------------------------------------------------------------
2.2 Through public deed No. 173, issued by the Notary of Mines of La Paz city,
on August 17, 1995, registered in the Mining Registry of La Paz, on August 21,
1995, under Entry 175, Book B and at the Tupiza Mining Registry on October 6,
1995 under Entry No. 37/95, Page 43, Book "B" 2, the Vendors gave with option to
buy, with an irrevocable pledge to sell the "Animas" and "Sucesivas Animas"
mining concessions detailed in previous Point 2.1.1 and 2.1.2 in favor of
Mineria Tecnica Consultores Asociados "MINTEC" S.A.. The option to buy was
agreed upon for two years, expiring on August 17, 1997, for the price to be paid
in cash of One Hundred and Fifty Thousand American Dollars ($US150,000.00). This
contract is registered in Potosi's Real State Registry under Entry 2, Page 2,
Book No. 27 of Provisional Notations Nor Lipez, dated February 26, 1997. -------
Through public deed No. 111, issued at the La Paz Notary of Mines on May 13,
1996, registered in the Mining Registry in La Paz on May 22, 1996 under Entry
119, Book "B" and in the Tupiza Mining Registry, on September 7, 1996, under
Entry 21/96, Page 79, Book "B"-2, Mineria Tecnica Consultores Asociados "MINTEC
S.A." transferred the option to buy contract subscribed with the Vendors the
previous paragraph refers to, in favor of ASC BOLIVIA LDC. This contract is
registered in the Real State Registry in Potosi, under Entry 2, Page 2, Book No.
27 of Provisional Notations Nor Lipez, on July 1, 1996. ------------------------
THIRD.- (Purchase Sale).- At present, since the Buyer has given notice to the
- -----------------------
Vendors, within the agreed time, its will to exercise its right to option, the
Vendors sell, with all its uses, customs and servitudes, the mining concessions
for exploitation called "Animas" and "Sucesivas Animas", the same are detailed
in the previous Second Clause, in favor of the Buyer, ASC Bolivia LDC (Bolivian
Branch), for the agreed price of One Hundred and Fifty Thousand American Dollars
($US 150,000.00). --------------------------------------------------------------
FOURTH.- (Payment of the Price).- According to that laid down in the Sixth
- -------------------------------
Clause of the option contract referred to in number 2.2 of the preceding Second
Clause, the amount of Seventeen Thousand American Dollars ($US 17,000.00) as
advance payment and, at the signing of this writ, the remainder of One Hundred
and Thirty Three Thousand American Dollars ($US 133,000.00), making a total of
One Hundred and Fifty Thousand American Dollars ($US 150,000.00) agreed, to
their entire satisfaction. -----------------------------------------------------
3
FIFTH.- (Private document).- This writ will have the value of a private document
- --------------------------
until it is converted into a public deed. --------------------------------------
SIXTH.- (Acceptance and consent).- We, Jose Ticona Quispe and Eliseo Quispe
- --------------------------------
Calcina, President and Secretary respectively, of the Administrative Council of
the Mining Cooperative Litoral Ltda., performing as per the enclosed power of
attorney that you will insert as part of the corresponding writ, for one side,
and Johnny Delgado Achaval in representation of ASC Bolivia LDC (Bolivian
Branch), for the other, accept all the preceding clauses. ---- You, Notary,
will add the rest of the safety and style clauses. --- La Paz, July 29, 1997. --
- - Signed: Eduardo Quintanilla Y. --- Lawyer. --- RUC. 1641769. --- P.M. 37818. -
- - M.C.A. 000896. --- Jose Ticona Quispe. --- ID No. 1267534 Pt. --- President. -
- -- Eliseo Quispe Calcina. --- ID No. 1264921 Pt. --- Secretary for the
Administrative Council. --- Mining Cooperative Litoral Ltda. --- VENDORS. ---
Johnny Delgado Achaval. --- ID No. 39745 L.P. --- pp. ASC Bolivia LDC (Bolivian
Branch). ---- BUYERS.
- --------------------- TRANSCRIPTION - POWER OF ATTORNEY NO. 428/97 -------------
Notary Seal. --- Corresponds. --- Number Four Hundred and Twenty Eight. -- No.
428/97. -- Special Powers Writ granted by the Mining Cooperative "LITORAL
LTDA."'s partners, in favor of the President and Secretary of the Administrative
Council Mr. Jose Ticona Quispe and Eliseo Quispe Calcina.- In Uyuni city,
Republic of Bolivia, at sixteen hundred hours on July twenty eight nineteen
ninety seven, before me, Nicolas Ugrinovic Rodriguez, Public Notary in the
District Court's jurisdiction, with permanent residence in the city, appear Mr.
Rufino Quispe, ID 1240235 Pt., Francisco Calcina Quispe, ID 1267534 Pt., Felipe
Colque Flores, ID 1240117 Pt., Bernardino Quispe ID 1267559 Pt., Jose Ticona
Quispe, ID 1267534 Pt., Julian Huarachi Choque, ID 606809 Or., Martin Calcina
Calcina, ID 1257739 Pt., Exaltacion Calcina Calcina, ID 1267540 Pt., Estanislao
Llave Felix, ID 1381289 Pt., Tiburcio Ramos, ID 1257726 Pt., Pedro Calcina
Quispe, ID 1267577 Pt., Gabriel Villca Calcina, ID 3663166 Pt., Benito Calcina
Salvatierra, ID 1393124 Pt., Galo Calcina Quispe, ID 1381230 Pt., Hilarion
Calcina Quispe, ID 1845674 Pt., Fabian Quispe Cayo, ID 1441626 Pt., Epifanio
Calcina Calcina, ID, 1429460 Pt., Rafael Calcina Quispe, ID 3961591 Pt., Primo
Salvatierra, ID 3976630 Pt., Felipe Gutierrez Chirinos, ID 3000670 Pt., Narciso
Quispe Calcina, ID 3973423 Pt., Eliseo Quispe Calcina, ID 1264921 Pt., Calixto
Chirinos Gutierrez, ID 5089384 Pt., Jacobo Quispe Calcina, ID 3976647 Pt., Raul
Pacifico Quispe Calcina ID 1146276 Pt., Edgar Lopez Barco, ID 3996541 Pt.,
Santos Diego Calcina, ID 4013272 Pt., Constantino Calcina Quispe, ID 4157439
Potosi and Mr. Santos Quispe Huaca, ID 5087330 Pt., all full of age, bolivians,
neighbors of Uyuni, able by right and as partners of the Mining Cooperative
"Litoral Ltda.", confer special powers in favor of the President and the
Secretary of the Administrative council, Mr. JOSE TICONA QUISPE, ID 1267534 Pt.,
and ELISEO QUISPE CALCINA, ID 1264921 Pt., so that on their behalf and
representation proceed with the sale of the mining properties Animas and
Sucesivas Animas to the ASC BOLIVIA LDC company. --- To that effect, they grant
the faculties to establish prices, ways of payment, interests, terms, conditions
and modes; draw and subscribe public and/or private writs and deeds; request
registrations, notations, recordings, affidavits, certified copies,
authentications, collect money in cash or in checks, endorse and cash these at
the bank; pay licenses, taxes and rights, and, in general, all the rest of
powers inherent to the mandate without limits. --- JURISTIC PERSON.- MINUTES FOR
---------------
THE GENERAL ASSEMBLY OF
4
SHAREHOLDERS OF THE MINING COOPERATIVE LITORAL LTDA. --At the Leonardo Mine,
Uvina County, Quijarro Province of the Potosi Department, at nineteen hundred
hours of July twenty six nineteen ninety seven years, gathered all the
shareholders in the presence of the Administrative and Vigilance Councils' Board
of Directors, in order to deal with matters of prime importance as the
transferral of the Animas and Sucesivas Animas Mines to the ASC BOLIVIA LDC
company, the same was chaired by the President Jose Ticona Quispe, subject to
the following agenda. --- 1.- Reading and consideration of the letter sent by
ASC BOLIVIA LDC. --- 2.- Report by the Administrative President. --- 3.- Other
matters. ---- TO THE FIRST.- The Secretary of the Administrative Council read
the letter received from ASC BOLIVIA LDC, dated July twenty three/97, in which
it makes us know of its decision to purchase the Animas and Sucesivas Animas
mines. On this matter, in compliance to a document signed for the option, the
shareholders' assembly grants enough powers and authorizes the sale of the
aforementioned mines to ASC BOLIVIA LDC for the agreed price, as well as
authorize the members of the Administrative Council, Mr. Jose Ticona Quispe and
Eliseo Quispe Calcina, President and Secretary respectively, to subscribe the
purchase salepublic writ and deed. Also, they must request Eng. Johnny Delgado
to touch his heart and compensate for the price in some manner, and once the
transactions are made, express to him, in a letter, the best wishes for the
success in the fulfillment of the projects; the Assembly also recommends the
directors to subscribe an additional document or annex, so that in its future
work programs in such mine, the Cooperative's shareholders could be taken into
account and with preference. --- TO THE SECOND.- Mr. Jose Ticona Quispe,
President of the Cooperative, reported that that should happen since the company
led by the excellent professional Eng. Delgado was interested, also pointed out
that Engineer Delgado is ready to cooperate us in every sense and good
relationships will be had, and praised his good will whenever he would be
visited and that we would have a great support from the Engineer. -- TO THE
THIRD. In this point the shareholders, repeatedly, requested to the authorities
to propose a financial compensation to Eng. Delgado and wished that a happy
agreement could be arrived to with the company. --- Since there were no other
points to consider, the Assembly was ended at twenty one hours of the same day
and to certify it all the shareholders sign. -- In certificates sign with the
witnesses, citizens in exercise at this address, able by right Martin Quispe
Flores with ID No. 1410582 Pt. and Quintin Condori, ID 1389142 Pt., before me, I
give faith. --- Signed: R. Quispe. -- F Calcina Q. --- F Colque F. --- B.
Quispe. --- J. Ticona Q. -- J. Huarachi Ch. --- M. Calcina C. --- E. Calcina C.
- ---E Llave F. --- T. Ramos. -- P. Calcina Q. --- G. Villa C. -- B. Calcina S. --
G. Calcina Q. -- H. Calcina Q. --- P. Salvatierra. --- F. Gutierrez Ch. -- N.
Quispe C. --- E. Quispe C. --- C. Chirinos G. --- J. Quispe C. -- R.P. Quispe
C.--E. Lopez B. --- S. Diego C. --- C. Calcina Q. --- S. Quispe E. --- Grantors.
- ---Signed: M. Quispe F. --- Q. Condori. --- Witnesses. --- Nicolas Ugrinovic
Rodriguez. --- Public Notary. --- Sign and Seal of the Notary. --- I authorize,
sign and seal. Give faith. --- Seal and signature: Nicolas Ugrinovic Rodriguez.
- ---Public Notary. --- Uyuni - Bolivia. --- Notary Seals and Signs.--
- --------------------- TRANSCRIPTION OF THE TRANSFER TAX PAYMENTS ---------------
Form. 173. --- Orden No. 0097228. --- Period: 07-97. --- Name or Trade Name:
Mining Cooperative Litoral Ltda. --- Heading 1. --- Capital shares, other real
state property and rights: mining concessions called ANIMAS SUCESIVAS ANIMA. ---
Transmission or alienation date: 29-07-97. --- Heading 2. --- Determination of
the Taxable Base and the Tax. --- Point a) Appraisal for the tax for properties.
013 787.500. --- e) payment of the tax cod. 563: 23.625. ---
5
Heading 3. ---Point a) Tax determined cod. 909. --- treasury: 23.625. --- f)
Subtotal: 23.625.- g) Difference 23.625. - 11) Difference for the treasury:
23.625. - n) Difference: 23.625. --- o) Definitive remainder in favor of the
treasury cod. 996: 23.625. --- Original Signed Statement X. --- Heading 4. ---
Evidence of payment: Twenty three thousand six hundred and twenty five 00/100
bolivianos. --- Cod. 576: Bs. 23.625. --- Seal from the Banco de Credito S.A.
- ---La Paz. ---July 31, 1997. --- Mario Angel Guardia Morales. --- Terminal
Cashier. ---Heading 6. --- Last Name, Name or Trade Name. --- Cooperativa Minera
Litoral Ltda. -- Mining concession ANIMAS with 200 claims. -- Mining concession
SUCESIVAS ANIMAS with 80 claims. --- % Particip. 100. --- Buyer or transferee:
ASC BOLIVIA LDC (Bolivian Branch) mining concession ANIMAS with 200 claims,
mining concession SUCESIVAS ANIMAS with 80 claims. --- % Particip. 100. ---Place
La Paz. - Day 31. Month 07.- Year 1997. -- Signature description. --Mining
Cooperative Litoral Ltda. -- Charge: Shareholders. ----------------------------
- ------------------------------------------- C O N C L U S I O N ----------------
It is according to the original writ and payment form, which numbered and signed
by me, the Notary, have been added to the collection of documents of their
class, according to articles thirty one of the Notary Law, twelve hundred and
eighty seven of the Civil Code and two hundred and seventy nine of the Judicial
Organization Law. Thus, those appearing, approve and ratify the contents of this
public deed, and are compelled to its faithful and strict observance and in its
affidavit, in the manner and way that there is place in right sign together with
the witnesses, citizens Pedro Aruquipa Benito and Jael Alarcon Gutierrez, full
of age, able by right; I give faith . --- Signed: Jose Ticona Quispe. --- ID
1267534 Pt. --- President. --- Eliseo Quispe Calcina ID 1264921 Pt. ---
Secretary for the Administrative Council. --- Mining Cooperative Litoral Ltda. -
- - VENDORS. --- Johnny Delgado Achaval. --- ID 39745 L.P. --- pp. ASC Bolivia LDC
(Bolivian Branch). --- BUYERS. --- Pedro Aruquipa Benito. - Jael Alarcon
Gutierrez. --- Witnesses. --- Before me: Katherine Ramirez de Loayza. - Lawyer
048903. - First Class Notary Public. - La Paz - Bolivia 051.--------------------
******************************************************************************
AGREES.- This affidavit with the original it refers to, which I authorize, sign,
seal in the place and date of its issuance. I GIVE FAITH. ----------------------
(SEAL) (Signed)
Dra. Katherine Ramirez de Loayza
FIRST CLASS NOTARY PUBLIC
LA PAZ - BOLIVIA 051
6