PURCHASE SALE AGREEMENT BETWEEN MR.CESAR RASCON RASCON IN HIS OWN RIGHT, WHO
FROM NOW ON WILL BE CALLED THE SELLER OR CONCESSIONARY SELLER; AND AMERMIN
CORPORATION INC, OF C.V., WHO FROM NOW ON WILL BE CALLED THE BUYER,
REPRESENTED BY MR. RAMIRO TREVIZO LEDEZMA, AS THE SOLE ADMINISTRATOR, WHICH
ARE HELD TO THE FOLLOWING STATEMENTS AND CLAUSES:
STATEMENTS:
1. Mr. Cesar Rascon Rascon, states:
1.1. That he is of Mexican nationality, from Uruachi, Chih, born October 13,
1940, that is capable to be obliged and to hire, married to Mrs. Lucrecia
Tapia Portillo, under the Conjugal state of Society; that has license and
authorization from his spouse to enter the present Contract, in the terms of
the Commercial Legislation; and that his residence is known in the community
of Temoris, Chih.,and that he is found to be current in the payment of the
Income tax.
1.2. That by his own rights, is able to hold the present contract to transfer
the rights that are derived from the title of concession of exploitation that
the mining titles of concession offer him detailed as follows:
Title Number 189692
Validity Start
Registry Number
Registry date
Lot Number La Estrella
Location Chinipas, Chih.
Surface 59.5863 Hectares
Minerals Protected Gold, silver and copper
1.3. That the rights of the mining concession title and the lot before
described, were acquired by means of transfer of rights dated August 30,
1996, which are found free of obligation or embargo; that are not subject to
lawsuit or controversy with individuals or authorities; that are not subject
to any promise of contract, sale purchase option or of contract of exploration
or exploitation, and are not part of any agreement of another nature that may
impede or limit hold and the object of the present contract or the free
exercise of the rights derived from the title of concession.
1.4. That the mining concession is found free of obligations that the Mining
Law and its Regulation establish to the holders of mining concessions, for
which are not found to have incurred in situations or infractions that
motivate its cancellation; and in the case that, due to their action, some
problem or obligation resulted derived from the Laws in Material of the Job
and Social Security, that assume the responsibility and the commitment to
resolve any problem and in its case to pay the obligations.
2. Mr. Ramiro Trevizo Ledezma states:
2.1. That Corporacion Amermin, S.A. of C.V., is a commercial society formed
under the Mexican laws, in the City of Chihuahua, Chih., on August 9, 1995
according to deed 9311 in Volume 173, authorized on August 10, 1995 by the
Public Notary No. 2 for the Judicial District Morelos in the State of
Chihuahua; recorded in the Public Commerce Registration, according to Folio of
the System of Management with Federal Registration of Contributors No.
CAM-950810-K77; and that the social objective, is the purchase, sale,
acquisition by any concept, alienation, commercialization, importing and
exportation of all types of materials and articles related to the
mining-metallurgical industry in general, with the civil engineering and with
construction in general; and that has the capacity among others activities, to
acquire mining concessions for exploration and exploitation or contractual
rights for the exploration and exploitation of any minerals, as well as to
alienate, tax, or in any another form to arrange for such concessions and
rights; and to exploit lands, haul, dump, waste and all types of products or
materials related to the social objective.
2.2. That he is the Legal Representative of the commercial society above
mentioned, in his position of sole Administrator; that has been appointed with
the most extensive faculties and General Powers for Suits, Collections and
Acts of Administration to administer the business and social objectices, as is
evident in the constituent files of the society and which have not been
cancelled or limited in any form.
2.3. That his represented party has the legal capacity, the technical and
economic resources with the knowledge to implement the necessary acts to
execute the objective of the present instrument.
3. Both parties jointly manifest that is their free will, to hold the
present instrument under the framework of the Mining Law and the Code of
Commerce, to make evident the conventions that each side accepts, since there
is not error, malice or bad faith; that agree to ratify the present instrument
before a notary public and its inscription in the Public Registration of
Commerce and in the Public Mining Registry; for which assume the
responsibility to comply with in all its parts, for which are accountable to
the following:
CLAUSES:
FIRST. THE SELLER by means of the payment that is specified in the present
contract, sells and therefore transfers in favor of THE BUYER and this
acquires the title of the mining rights to the lot located in Chinipas,
Chih., whose specifications, characteristics and validity, are protected with
the Title that has remained described in the chapter of statements of the
present document, the one that is reproduced as written.
SECOND. The price of transfer of title and the rights of the mining
concession will be for the amount of $400,000.00 American Dollars (four
hundred Thousand 00/100 American Dollars).
THIRD. THE BUYER commits to pay the price that is agreed upon with his
opposite party, by means of a down payment of $30,000.00 American Dollars
(Thirty Thousand American dollars 00/100) to the firm of the present contract
and the remaining balance of $370,000.00 in the time limit that subsequently
is specified below and that will begin to count from the date the SELLER
presents to the BUYER., the transfer of rights of August 30, 1996, properly
ratified before a public official, by means of the following payments:
1. In one month the amount of $20,000.00 USD (Twenty Thousand American
Dollars 00/100).
2. In five months the amount of $25,000.00 USD (Twenty Five Thousand
American Dollars 00/100).
3. In nine months the amount of $25,000.00 USD (Twenty Five Thousand
American Dollars 00/100).
4. In thirteen months the amount of $50,000.00 USD (Fifty Thousand
American Dollars 00/100).
5. In seventeen months the amount of $50,000.00 USD (Fifty Thousand
American Dollars 00/100).
6. In twenty-one months the amount of $50,000.00 USD (Fifty Thousand
American Dollars 00/100).
7. In twenty-five months the amount of $75,000.00 USD (seventy-five
Thousand American Dollars 00/100).
8. In twenty nine months the amount of $75,000.00 USD (seventy-five
Thousand American Dollars 00/100).
The parties by means of agreement that to the effect subscribe, will be able
to summarize and indicate the dates in which the payments should be carried
out.
FOURTH. All payments that refer to the present contract, should be carried
out by THE BUYER., without the need to have a previous payment requirement, in
his offices located in Allende St. No.104 interior 103, downtown the city of
Chihuahua, Chih.
FIFTH. THE SELLER agrees to present to THE BUYER within fifteen counted days
from the date of signing of the present contract, the contract of transfer of
rights dated August 30, 1996, by means of which he acquired the mining rights,
properly ratified before a public official.
SIXTH. The expenses generated because of the transfer of rights of the
mining concession will be paid by THE BUYER or whoever in its case, acquires
the rights, freeing THE SELLER of all payment responsibility.
SEVENTH. Taxes, rights, contributions and cooperations, or any that may be
their denomination and origin, as well as the obligations for labor relations
and of social security, that may have been derived before the signing date of
the present Purchase Sale Contract, are the responsibility of the SELLER;
also the responsibilities that could be derived from failures or infractions
to the obligations that the Mining Law and its Regulations impose to mining
concessions.
In the event that THE BUYER had to take care of any contribution, resulting
from the obligations of the SELLER, necessary to maintain the titles and
mining rights, this will reimburse to that the mentioned contributions with
the added charges and fines plus 10% (ten per cent) of the monthly interest
for the funds that the last one has set aside for this purpose, sending notice
of the amount in writing within the following 10 days; in case THE SELLER
doesn't reimburse THE BUYER the contributed amount this will have the right to
discount it from the pending payments.
EIGHT. In this act THE SELLER legally delivers to the THE BUYER the mining
lot, for which this assumes the responsibility for the works and jobs of
exploration, exploitation and benefit in the concession land, therefore, also
the responsibility to comply with the acts and omissions that the Mining Law
and its Regulations impose to the holders of mining concessions and of the
form in which they are carried out.
NINTH. While the requirements are carried out and registration of the present
contract are in effect and for all the time that this implies THE SELLER
inside the framework of the applicable dispositions to action of the
individuals before the Federal Public Administration, authorizes THE BUYER to
hear and to receive notifications, to process applications, managements and
appearances that are necessary in the administrative processing linked with
the mining concessions objective of the present contract, including the
interposition of administrative resources; thus the same is obliged to
cooperate and to support in everything that may be necessary and in its case,
to sign the writings and documents to obtain the transfer and registration of
the mining rights subject to the present contract.
TENTH. THE SELLER during the remainder of this contract will have the
following rights:
1. To receive from the BUYER the payments that this contract refers to,
in the Form and agreed terms.
ELEVENTH. Both parties agree that if payment delays occur that refer to the
Third Clause, THE SELLER will grant to the prospective Buyer a grace period of
thirty days by means of a notice in writing, so that he may become current in
his payments; and if THE BUYER doesn't comply with his debt, the Contract will
be considered terminated from all rights with all of its consequences.
TWELVETH. Regardlesss of the reason for cancellation mentioned in the
previous Clause, the following circumstances will also be causes for
cancellation of the present Contract:
1. That THE BUYER, yield, transfer or give in leasing or in use to third
persons the rights that this Contract offers him, without having totally
covered the payments or without having obtained in advance the full
consent in writing from the SELLER.
2. That THE BUYER or in his case THE SELLER forfeit any of the specified
obligations in this Contract.
THIRTEENTH. In case of cancellation of the present Contract by causes
attributed to the Buyer, the improvements and constructions that have carried
out by him in the mining lot, as a matter of security in the mines and of
ecological balance and protection to the environment, will remain in favor of
the SELLER not allowing the BUYER the right to request compensation whatsoever
or to retain the property.
FORTHEENTH. Both parties manifest to have agreed that in the case of
conflict, interpretation or requesting the fulfillment of this contract, are
accountable and submit to the jurisdiction of the Courts in the City of
Chihuahua, State of Chihuahua, resigning specifically as of now, to the
jurisdiction that would correspond for reason of their residence.
For all the legal effects derived from this contract the contracting parties
manifest that their residences in case of notification and the persons that
represent them are the following:
A. THE BUYER's residence is located on Allende St. N. 104 interior 103
in the downtown area of the city of Chihuahua, Chih.
B. THE SELLER's residence is well known in the town of Temoris,
Municipality of Guazapares, Chihuahua.
The contracting parties being aware of the reach and legal content of the
clauses that precede, ratify them in all and each one of its sections and sign
the present contract in the City of Chihuahua, Chih., on January 30, 2006.
THE SELLER
/s/ Cesar Rason Rascon
Mr. Cesar Rascon Rascon.
THE BUYER
/s/ Ramiro Trevizo Ledezma
Ing. Ramiro Trevizo Ledezma
The Sole Administrador Corporacion Amermin, S.A. de C.V
WITNESS
WITNESS