EXHIBIT 10.5
SURRENDER OF MINING RIGHTS CONTRACT SUBSCRIBED BY A) CORPORACION AMERMIN, S. A.
DE C. V.., REPRESENTED IN THIS ACT BY MR. RAMIRO TREVIZO LEDEZMA IN HIS
PERSONALITY AS SOLE ADMINSTRATOR AND KNOWN HEREIN AS (THE GRANTOR) AND B)
AMERICAN METAL MINING, S.A. DE C.V., REPRESENTED IN THIS ACT LIKEWISE BY MR.
RAMIRO TREVIZO LEDEZMA IN HIS PERSONALITY AS SOLE ADMINISTRATOR AND KNOWN HEREIN
AS (THE GRANTEE) AND JOINTLY NAMED HEREIN AS "THE PARTIES" IN ACCORDANCE WITH
THE FOLLOWING PREVIOUS PROCEEDINGS, DECLARATIONS AND CLAUSES.
PREVIOUS PROCEEDINGS
I. The "Grantor" owes in favor of the "Grantee" the total amount of $474,075.00
USD (Four hundred and seventy four thousand and seventy five 00/000 USD).
II. The "Grantor" is the title holder of the rights derived from the following
mining concessions:
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Lot Title Surface Location
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Don Roman 204,518 69.1999 Hectares Choix, Sinaloa
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Santa Lucia 222,489 21.4672 Hectares Choix, Sinaloa
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Maria de Lourdes 208,524 200 Hectares Choix, Sinaloa
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La Nuvia 217,789 11.758 Hectares Choix, Sinaloa
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Nuvia II 218,515 28.9484 Choix, Sinaloa
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III. Because it has been considered convenient to both Parties' interests they
have decided to transfer onerously and exactingly the title holdings of the
Concessions in favor of the Grantee.
DECLARATIONS
I. The Grantor declares through its legal representative and under oath of
stating the truth, that:
1. It is a Mexican mercantile society, duly established and operating in
agreement with the current and applicable legislation of the United
States of Mexico, as witnessed in Public Writ number 9,311 granted on
the 9th August 1995 before testimony of Jose R. Miller Hermosillo,
Attorney at Law and Public Notary number 2 of the Morelos Judicial
District of the State of Chihuahua, instrument duly inscribed in the
Public Registry of Commerce of stated District under Electronic
Mercantile Folio number 21298*10.
2. Its representative is accredited with powers, mandates and with
necessary and full faculties to subscribe this present contract as
recorded in the instrument in the preceding numeral, and same that
have not been limited, restrained, suspended or revoked to date.
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3. That it is properly inscribed in the Federal Taxpayers Registry and
bearing Fiscal Identification Certificate number CAM-950810-K77; and
is current in its income tax payments and other contributions that
have corresponded to it, and;
4. It is the will of its Administration's Body to subscribe this present
contract with the purpose of transferring in favor of the Grantee the
title holdings of the Concessions and receiving in exchange a sure and
determined price in total agreement to the terms and conditions of
this present contract.
II. The Grantee declares through its legal representative and under oath of
stating the truth, that:
1. It is a Mexican mercantile society duly established and operating in
agreement with the current and applicable legislation of the United
States of Mexico, as witnessed in Public Writ number 17,227, granted
on the 4th December 2006 before testimony of Eugenio Fernando Garcia
Russek, Attorney at Law and candidate to the office of Notary,
currently ascribed to Notary Public number 28 of the Morelos Judicial
District, of the State of Chihuhua, being Felipe Colomo Castro the
holder of the notary office, and instrument that is properly inscribed
in the Public Registry of Commerce of stated District under Electronic
Mercantile Folio number 23327*10;
2. Its representative is accredited with powers, mandates and with
necessary and full faculties to subscribe this present contract as
recorded in the instrument in the preceding numeral, and same that
have not been limited, restrained, suspended or revoked to date.
3. That it is properly inscribed in the Federal Taxpayers Registry and
bearing Fiscal Identification Certificate number AMM-061204-4R7; and
is current in its income tax payments and other contributions that
have corresponded to it, and;
4. It is the will of its Administration's Body to subscribe this present
contract with the purpose that the Grantor transfers to him the title
holdings of the Concessions and paying in exchange a sure and
determined price in total agreement to the terms and conditions of
this present contract.
III. Both Parties declare through the offices of their respective legal
representatives and under oath of stating the truth that they concur to the
subscription of this present document in good faith, free of any deceit,
error, violence or any other vice within their consent with the purpose of
committing themselves and be in accord with the following:
CLAUSES
FIRST. OBJECT: By virtue of subscribing this present contract, the Grantor
transfers in favor of the Grantee, everything that by fact and right
corresponds, the totality of the title holdings of the Concessions. On his part,
the Grantee commits himself to pay in favor of the Grantor the assured and
determined price indicated in the forthcoming clauses in total agreement to the
terms and conditions of this present contract.
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SECOND. PRICE: On account of the Surrender of Rights of the title holdings of
the Concessions, the Grantee commits himself to pay in favor of the Grantor the
assured and determined price, fixed at the amount of $621,739.13 USD (Six
hundred and twenty one thousand seven hundred and thirty nine 13/000 USD) plus
the corresponding Added Value Tax for a total amount of $715,000.00 USD (Seven
hundred and fifteen thousand 00/000 USD) (The Price).
THIRD. MANNER, TIME AND PLACE OF PAYMENT: The Grantee formally commits himself
to pay the Price in favor of the Grantor by means of checks written out to the
name of this latter, or, by means of electronic transfer of funds into the
banking account that for such an effect is determined at the moment such
obligation becomes demandable.
Parties agree that the Price must be payable in the following manner:
1. The amount of $412,239.13 USD (Four hundred and twelve thousand, two
hundred and thirty nine 13/000 USD) plus the corresponding Added Value
Tax, that is, a total amount of $474,075.00 USD (Four hundred and
seventy four thousand, and seventy USD), will be countervailing
against the loan the Grantor owes to the Grantee, and;
2. The balance, that is, the amount of $209,500.00 USD (Two hundred and
nine thousand, five hundred USD), plus the corresponding Added Value
Tax, for a total amount of $240, 925.00 USD (Two hundred and forty
thousand, nine hundred and twenty five 00/000 USD), will be payable to
the Grantor within the following six (6) months as of the signature of
this present contract.
FOURTH. FORMALIZING THE SURRENDER OF RIGHTS: The Parties commit themselves to
ratify before notary public this present document as soon as possible with the
purpose that same be inscribed before the General Directory of Mines, a
dependency of the Secretary of the Economy.
FIFTH. CONFIDENTIALITY: Parties expressly oblige themselves to keep in
confidential character the totality of past, present and future information
related to this instrument and extending same character when revealed to any
other private person or corporation.
The Party recipient of confidential information must limit access to it to its
representatives or employees who, through a justified or reasonable should
request access to such information. In such cases, the Parties must oblige
personnel the information involved is disclosed to, to the confidentiality
obligations agreed.
For purposes of this present clause, the following will not be considered as
confidential information: 1) Information legitimately known and obtained by the
receiving Party previous to the subscription of this agreement. 2) Information
that to date or in the future might be considered as public domain knowledge if
and ever when such consideration did not stem from a non compliance by any of
the Parties of the stipulation set herein, or; 3) Information that must be
disclosed by law or by an administration's or judicial mandate as issued by
competent authorities, including those pertaining to the Stock Market.
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Parties agree that the current status of the obligations committed to by virtue
of this present clause will subsist indefinitely, inclusive after the
termination of this present instrument.
In the event of a non compliance, the Parties expressly reserve actions that as
per right are due to them, either administrative or judicial in order to claim
indemnity for harm and damages caused, and also to apply sanctions that may be
applicable.
SIXTH. DURATION AND ANTICIPATED TERMINATION: This present contract will have a
duration period as of the 12th February and 12th August 2007, dateline for the
payment of the pending balance of the Price on the part of the Grantee in favor
of the Grantor.
None of the Parties can terminate this present instrument in advance.
SEVENTH. NON COMPLIANCE AND CANCELATION: Parties expressly agreed that in the
event that any of them does not comply to any of the obligation agreed upon by
virtue of the subscription of this contract, the offended Party should formally
inform the other within the following five (5) working days of such non
compliance, and canceling this instrument without the need or intervention of
any judicial authority.
EIGHTH. SEPARATE ENTITIES: None of the terms and conditions of this present
instrument must interpreted in the sense that the Parties have constituted a
commercial relationship, a society, reason by which assets cannot be joined or
put together for fiscal responsibility purposes or before third parties or by
any other nature at all.
NINTH. FISCAL OBLIGATIONS: Once registered and regulated before the Federal
Taxpayers Registry, as well as being to date in their income tax payments and
other contribution that might have corresponded to them to date, Parties agree
in that each one of them will defray separately tax payments that individually
correspond to each by the not complying to conditions of this present instrument
in obedience to the applicable and current fiscal legislation; and must oblige
themselves to safeguard the other party against any fiscal responsibility that
might be imputable in contravention to this Clause by competent authorities.
TENTH. TOTALITY OF THE CONTRACT: Parties accept that this present agreement
contains the whole of the agreements between them regarding the objective, and
leaving without any effect and canceling the total of agreements, reports,
negotiations, correspondence, deals and communications developed previously
between them, these either in writing or oral.
ELEVENTH. APPLICABLE LAW: This present instrument will be governed and shall be
interpreted in agreement to the Mining Law and its Regulations, the Federal
Civil Code among other current legal and applicable dispositions in the United
States of Mexico.
TWELFTH. JURISDICTION: In the event that controversies may arise related to the
validity, intention, interpretation, execution or compliance to this contract,
the Parties agree expressly to submit themselves to the competent Courts of Law
of the Morelos Judicial District of the city of Chihuahua, renouncing as of this
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moment any other jurisdiction or privilege that could correspond to them by
reason of their current or future addresses or by any other circumstance
whatever it be.
THE PARTIES BEING IN THE KNOWLEDGE OF THE FORCE AND LEGAL REACH OF THIS PRESENT
CONTRACT, SUSBCRIBE IT BEING GATHERED TOGETHER AT THE CITY OF CHIHUAHUA, STATE
OF CHIHUAHUA ON THE 12TH FEBRUARY 2007.
GRANTOR GRANTEE
Corporacion Amermin, S.A. de C.V. American Metal Mining, S.A. de C.V.
Represented in this act buy: Represented in this act by:
Ramiro Trevizo Ledezma Ramiro Trevizo Ledezma
SURRENDER OF MINING RIGHTS CONTRACT SUBSCRIBED BY: A) CORPORACION AMERMIN, S.A.
DE C.V., REPRESENTED IN THIS ACT BY MR. RAMIRO TREVIZO LEDEZMA IN HIS
PERSONALITY AS SOLE ADMINISTRATOR (THE ASSIGNER) AND BY: B) AMERICAN METAL
MINING, S.A. DE C.V., REPRESENTED IN THIS ACT LIKEWISE BY MR. RAMIRO TREVIZO
LEDEZMA IN HIS PERSONALITY AS SOLE ADMINISTRATOR (THE ASSIGNEE), AND JOINTLY
NAMED AS THE "PARTIES", IN ACCORDANCE WITH THE PREVIOUS PROCEEDINGS,
DECLARATIONS AND CLAUSES.
PREVIOUS PROCEEDINGS
I. The ASSIGNER is the title holder of the rights derived from the 8 (eight)
Mining Concessions listed below and known as (The "CONCESSIONS"):
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File Number: 95/12544
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Name of Lot: "Montana de Cobre"
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Location: Municipality of Choix, State of
Sinaloa.
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Surface: 200 Hectares
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File Number: 95/12626
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Name of Lot: "El Oro"
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Location: Municipality of Choix, State of
Sinaloa
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Surface: 400 Hectares
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Title: 218,590
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Name of Lot: "La Vibora"
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Location: Muncipality of Choix, State of
Sinaloa
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Surface: 48 Hectares
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Title: 222,496
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Name of Lot: "La Amapita"
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Location: Municipality of Choix, State of
Sinaloa
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Surface: 50 Hectares
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Title: 228,090
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Name of Lot: "Elizabeth"
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Location: Municipality of Choix, State of
Sinaloa
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Surface: 100 Hectares
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File Number: 95/12597
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Name of Lot: "El Sabino"
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Location: Municipality of Choix, State of
Sinaloa
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Surface: 100 Hectares
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File Number: 95/12616
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Name of Lot: "La Cobriza"
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Location: Municipality of Choix, State of
Sinaloa
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Surface: 200 hectares
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Title: 220,115
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Name of Lot. "Pilar de Mocoribo"
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Location: Municipality of Choix, State of
Sinaloa
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Surface: 50 Hectares
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II. Because it suits both Parties' interests, these have decided to onerously
transfer the title holdings of The Concessions in favor of the Assignee.
DECLARATIONS
I. The Assigner declares, through the personality of its legal representative
and under oath of stating the truth, that:
1. It is a Mexican mercantile society, duly established and operating in
agreement to the current and applicable legislation within the United
States of Mexico, as evinced in Public Writ number 9,311, granted on
the 9th August 1995 before the testimonial of Mr. Jose R. Miller
Hermosillo, Attorney at Law, and Notary Public number 2 of the Morelos
Judicial District, of the State of Chihuahua; instrument duly
inscribed in the Public Registry of Commerce of said District under
Electronic Mercantile Folio number 21298*10;
2. That its representative is endowed with the power, mandate and
necessary as well as full faculty to subscribe this present contract
per testimony appearing in the described instrument of the immediately
foregoing numeral, and same that to date have not been limited,
restrained, suspended or revoked;
3. That it is duly inscribed in the Federal Taxpayers Registry and
holding Fiscal Identity Card CAM-950810-K77, and is current to date in
his income tax payments and other contributions that have corresponded
to it;
4. That it is the will of its Administration's Board to subscribe this
present contract with the purpose of transferring in favor of the
Assignee the title holding of the Concessions, obtaining in exchange a
real and determined price, holding up in every instance to the terms
and conditions of this present contract.
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II. The Assignee declares, through its legal representative and under oath of
stating the truth, that:
1. It is a Mexican mercantile society, duly established and operating in
agreement to the current and applicable legislation within the United
States of Mexico, as evinced in Public Writ number 17,227, granted on
the 4th December 2006 before the testimonial of Mr. Eugenio Fernando
Garcia Russek, Attorney at Law, Notary Public applicant and assigned
to Public Notary number 28 of the Morelos Judicial District of the
State of Chihuahua of which Mr. Felipe Colomo Castro, Attorney at Law
holds title of, and instrument duly inscribed in the Public Registry
of Commerce of said District under Electronic Mercantile Folio number
23327*10;
2. That its representative is endowed with the power, mandate and
necessary as well as full faculty to subscribe this present contract
per testimony appearing in the described instrument of the immediately
foregoing numeral, and same that to date have not been limited,
restrained, suspended or revoked;
3. That it is duly inscribed in the Federal Taxpayers Registry and
holding Fiscal Identity Card AMM-061204-4R7, and is current to date in
his income tax payments and other contributions that have corresponded
to it;
4. That it is the will of its Administration's Board to subscribe this
present contract with the purpose that the Assigner transfers to it
the title holding of the Concessions, paying in exchange a certain and
determined price, holding up in every instance to the terms and
conditions of this present contract.
III. Both Parties declare through their respective legal representatives and
under oath of stating the truth that they concur to the subscription of
this present document in good faith, free of guile, error, violence or any
other vitiation in their consent with the intention to commit themselves in
accordance of the following:
CLAUSES
FIRST. OBJECT: By virtue of the subscription of this present contract, the
Assigner surrenders in favor of the Assignee all that by fact and right is held
corresponding, the complete title holding of the Concessions. On his part, the
Assignee commits himself to pay in favor of the Assigner the real and determined
price indicated in the following clauses holding up in every instance to the
terms and conditions of this present contract.
SECOND. PRICE: For surrendering the title holdings of the Concessions, the
Assignee commits himself to pay in favor of the Assigner the real and determined
price fixed at the amount of $800,000.00 Dollars (Eight hundred thousand 00/100
USD), plus the corresponding Added Value Tax (IVA), for a total amount of
$920,000.00 Dollars (Nine hundred and twenty thousand USD 00/100) (The "Price").
THIRD. MANNER, TIME AND PLACE OF PAYMENT: The Assignee formally commits himself
to pay the Price in favor of the Assigner by checks drawn out to the name of
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this latter or, by means of electronic transfer of funds to the banking account
that to such an object be determined at the moment in which the obligation falls
due.
The Parties agree that the Price should be paid in the following manner:
1. The amount of $135,000.00 Dollars (One hundred and thirty five
thousand USD 00/100) plus the corresponding Added Value Tax (IVA),
that is to say, a total amount of $155,250.00 Dollars (One hundred and
fifty five thousand and two hundred and fifty USD 00/100), within the
following two (2) months as of the subscription of this present
contract;
2. he amount of $110,000.00 Dollars (One hundred and ten thousand USD
00/100), plus the corresponding Added Value Tax (IVA), that is to say,
a total amunt of $126,500.00 Dollars (One hundred and twenty six
thousand and five hundred USD 00/100), on the 9th May 2007.
3. The amount of $125,000.00 Dollars (One hundred and twenty five
thousand USD 00/100) plus the corresponding Added Value Tax (IVA),
that is to say, a total amount of $143,750.00 Dollars (One hundred and
forty three thousand and seven hundred and fifty USD 00/100), on the
9th November 2007.
4. The amount of $155,000.00 Dollars (One hundred and fifty five thousand
USD 00/100), plus the corresponding Added Value Tax, that is to say, a
total amount of $178,250.00 (One hundred and seventy eight thousand
and two hundred and fifty USD), on the 9th May 2008.
5. The remaining amount, $275,000.00 Dollars (Two hundred and seventy
five thousand USD 00/100) plus the corresponding Added Value Tax, that
is to say, a total amount of $316,250.00 Dollars (Three hundred and
sixteen thousand and two hundred and fifty USD 00/100), on the 9th
November 2008.
FOURTH. FORMALIZATION OF THE SURRENDER OF RIGHTS: The Parties oblige themselves
to ratify before Notary Public this present document as soon as possible with
the intention that it be inscribed before the General Directory of Mines, a
dependency of the Secretary of the Economy.
FIFTH. CONFIDENTIALITY: Parties expressly commit themselves to keep the totality
of past, present and future information as confidential matter related to this
instrument, and imposing same effects to any private or corporate entities it
may be disclosed to.
The Party recipient of confidential information will limit access to same to its
representatives or employees who, through a justified and reasonable cause,
should request access to such information. In such cases, Parties must commit
such personnel to the confidentiality obligations imposed upon the subjects such
information is disclosed to.
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For purposes of this clause, the following will not be considered as
confidential information: 1. Information legitimately known and obtained by the
recipient Party prior to the subscription of this agreement; 2. Information that
might be to date or in the future considered as public domain, if and ever such
consideration did not stem from the non compliance to the stipulations in this
clause by any of the Parties, or, 3. Information that must be disclosed to
accordingly to law through an administrative or judicial order by competent
authorities, including those of the Stock Market media.
Parties agree that the obligations committed to by virtue of this present clause
will subsist indefinitely, even after the duration of this present instrument
comes to an end.
In the even of non compliance, the Parties expressly reserve unto themselves
actions that per law are accrued to them, either administrative or judicial, in
order to claim for corresponding indemnities for harms and damages caused, as
well as to apply any sanctions that may be forthcoming.
SIXTH. DURATION AND ADVANCED TERMINATION: This present contract will enjoy a
duration term between the 16th February 2007 and the 9th November 2008, dateline
for the payment of the pending balance of the Price by the Assignee in favor of
the Assigner.
None of the Parties will anticipate termination of this present instrument.
SEVENTH. NON COMPLIANCE AND CANCELLATION: Parties expressly agree that in the
event either of them does not comply to any of the obligations committed to by
virtue of this present contract's subscription, the damaged Party must formally
notify the other within the following five (5) able days of such non compliance,
and canceling this instrument without requiring judicial resolution whatsoever.
EIGHTH. SEPARATE ENTITIES: None of the terms and conditions of this present
instrument will be interpreted in the sense that the Parties have established a
determined relationship of partnership or association, reason by which assets
are not put together nor joined for fiscal responsibilities' purposes or before
any third parties nor of any other kind.
NINETH. FISCAL OBLIGATIONS: Once registered and regulated before the Federal
Taxpayers Registry as well on being current on income tax payments and other
contributions that might have corresponded to them to date, Parties agree that
each, individually, will cover separately tax payments to which each is obliged
due to the compliance of the terms and conditions of this present instrument, in
accordance to the current and applicable fiscal legislation, and committing
themselves individually to safeguard the other in relation to any fiscal
responsibility that might be charged on account of a violation to this Clause by
competent authorities.
TENTH. TOTALITY OF THE CONTRACT: Parties accept that this present agreement
contains the totality of the accords established between them regarding its
object, thus leaving without effect and canceling the whole of agreements,
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reports, negotiations, correspondence, compromises and communications carried
out previously between them, be these in writing or verbal.
ELEVENTH. APPLICABLE LAW: This present instrument will abide and will be
interpreted accordingly to the Mining Law, its Ruling and the Federal Civil Code
among other current and applicable dispositions within the United States of
Mexico.
TWELFTH. JURISDICTION: In the event that any controversies should arise related
to the validity, intention, interpretation, execution or compliance of this
contract, Parties expressly agree to submit same before the competent Courts of
Law of the Morelos Judicial District at the city of Chihuahua, State of
Chihuahua, and giving up any other jurisdiction or privilege that might
correspond to them by reason of their present or future domiciles, and by any
other circumstance whatever they may be.
PARTIES BEING IN THE KNOWLEDGE OF THE FORCE AND LEGAL REACH OF THIS PRESENT
CNTRACT, SUBSCRIBE IT IN THE CITY OF CHIHUAHUA, STATE OF CHIHUAHUA, ON THE
SIXTEENTH OF FEBRUARY OF THE YEAR 2007.
ASSIGNER: ASSIGNEE:
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CORPORACION AMERMIN AMERICAN METAL MINING
S.A. DE C.V. REPRESENTED S.A. DE C.V. REPRESENTED
IN THIS ACT BY: MR. RAMIRO IN THIS ACT BY: MR. RAMIRO
TREVIZO LEDEZMA TREVIZO LEDEZMA