MINING
EXPLORATION AGREEMENT WITH THE OPTION TO BUY, BETWEEN ROBERTO
PRECIADO, IN HIS OWN RIGHT (WHO WILL BE REFERRED TO AS THE
“CONCESSION HOLDER” THROUGHOUT THE FOLLOWING DOCUMENT),
WITH THE CONSENT OF HIS SPOUSE, MRS. BERTHA ELENA MARTINEZ
ESPINOZA, AND ORO DE ALTAR S. DE R.L. DE C.V. (WHO WILL BE REFERRED
TO AS THE “COMPANY”) REPRESENTED BY ITS SPECIAL POWER
OF ATTORNEY HOLDER, IGNACIO LIMÓN GONZÁLEZ, IN
ACCORDANCE WITH THE FOLLOWING STATEMENTS AND
CLAUSES:
STATEMENTS
I. The
Concession Holder states that:
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He is an
individual of Mexican nationality, with the legal and financial
power to enter this agreement; and is married to Mrs.
Bertha Elena Martinez who has appeared willingly to
express her consent to the terms and conditions of this
agreement.
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He is the
legitimate holder to the following mining concessions
(hereafter, indistinctly, “Conseciones
Mineras” (Mining Concessions) or “Lotes Mineros”
(Mining Lots):
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El
Cometa
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216684
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9.0000
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Sáric,
Sonora
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El Cometa
2
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219812
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91.0000
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Sáric,
Sonora
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El Cometa
4
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225824
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20.0000
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Sáric,
Sonora
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El Cometa
5
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225092
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260.5752
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Sáric,
Sonora
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El Cometa
5
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225051
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65.9935
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Sáric,
Sonora
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Lalo
1
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229206
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29.0000
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Sáric,
Sonora
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Lalo
1
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227384
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611.3590
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Sáric,
Sonora
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Lalo
2
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229255
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97.7623
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Sáric,
Sonora
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Lalo
2
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227383
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21.2562
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Sáric,
Sonora
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Cometa
4
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222784
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58.5084
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Sáric,
Sonora
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Lalo
3
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231330
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37.6.6406
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Sáric,
Sonora
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The Mining
Concessions are in force and in compliance with the
obligations established by Mining Law and its
Regulations, in regards to Federal Law Rights; and that
until the day this agreements was entered, no official letter was
issued by the General Mining Authorities or any other
authority which can affect in any form the rights
derived from the Mining Concessions.
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The mining
concessions are free of any and all kind of responsibilities,
liens, impediments, impositions, or claims from third
parties, including but not limited these, contracts,
promises, agreements, options, royalties of any kind,
embargos, notifications of embargo, seizures,
notifications of seizure, expropriation,
temporary occupations, easements, debt, contingencies,
obstacles, and administrative or judicial litigations or
proceedings.
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Until entering
this agreement the Concession Holder had not received any
claims from any ecological related authority.
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No obligations
with third parties have been acquired or subsist which may
impede this agreement from being signed.
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Any agreement
previously entered among both parties will be replaced by
the voluntary and willing signing of this
agreement.
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II.
The Company
states, by means of its representative that:
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It is a
corporation constituted in public deed number 57,381 (fifty seven
thousand three hundred and eighty one)
, volume 1,503 (one thousand five hundred
and three), granted before Carlos Cabrera Muñoz,
head of public notary number 11 (eleven), residing in
this municipality, and practicing within his notarial jurisdiction,
on the sixth day of march in the year 2002 (two-thousand
and two), registered under number 21, 564 (twenty one
thousand five hundred and sixty four), volume 691
(six hundred ninety one), commerce section, book 1
(one), at the Public Registry of Commerce in the same
city, on the 11 (eleventh) of March 2002 (two thousand
and two), and under number 127 (one hundred twenty
seven), page 64 (sixty four) before volume XXXVII
(thirty seven) of the Mining Corporations Book of the Mining
Public Registry, on the 15 (fifteenth) of April of 2002
(two thousand two).
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Any agreement
previously entered among both parties will be replaced by
the voluntary and willing signing of this
agreement.
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Based on these
Statements, both parties issue this agreement subject to the
following:
CLAUSES
FIRST.
OPTION TO BUY. The
Concession Holder grants the Company an irrevocable and exclusive
option to buy (hereafter referred to as “Option to
Buy”), so that Company may acquire ownership of the Mining
Concessions as well as any other concession that may substitute any
other concession, from the Concession Holder.
The Option to
Buy includes an irrevocable and exclusive option granted to the
Company by the Concession Holder to acquire any concession whose
title is in process or may be in process in the future by
application of the Concession Holder or any other person or company
related to the Concession Holder in relation to the lots located
totally or partially within a 2 (two) kilometer radius, counting
from the exterior limits of any of the lots within the Mining
Concessions at the same price or considerations agreed to in this
contract, without the Company having to pay different or additional
amounts. The option mentioned in this paragraph may be put in
effect by the Company within 60 (sixty) calendar days following the
day in which the Concession Holder gives a written notice to the
Company that the concessions were issued. In all other matters,
this agreement will apply to the concessions in the second
paragraph.
SECOND.
TERMS OF THE OPTION. For the purpose of the Option to Buy, both
parties agree to the following:
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The Company may
exercise its option to buy in a period of up to 44 (forty
four) months (hereafter referred to as “Option
Period”) counting from the date of the signing of
the public deed of the present agreement or confirmation of the
signatures of both parties by the attesting official
(hereafter referred to as the “Signature
Date”).
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Subject to the
items stated in the Seventh clause in this contract, the purchase
price (“Purchase Price”) for the ownership
of the Mining Concessions is the total amount of
$1,500,000.00 (one million five hundred thousand dollars 00/100)
currency of the United States of America (hereafter
referred to as “US Dollars”).
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The Concession
Holder is obligated to sign a definite Sales Agreement with
the Company (“Definite Agreement”) for the
ownership of the Mining Concessions at any moment
within the Option Period at the request of the Company, who will
notify the Concession Holder that it has exercised its
option to Buy, at least 30 (thirty) calendar days in
advance to the date in which both parties should sign de
Definite Agreement;
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The Concession
Holder will transfer the ownership of the Mining Concessions
and the ownership of that mentioned in the second
paragraph of the first clause free of any liens and
without limitations; and
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The Definite
Agreement will be made effective in a public deed or will be
confirmed by the public notary that the Company
chooses.
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THIRD.
RIGHT TO EXPLORE. The Concession Holder grants the company the
exclusive and irrevocable right to explore the Mining Lots during
the Option Period, which consist of, by way of information but not
limited to, the geological, geophysical reconnaissance, blasting,
development and drilling of any kind, tunnels, shafts, pits, and
any other work the Company considers convenient to find, quantify
and exploit the mineral reserves that may exist in the Mineral
Lots. The Company will have, the right to take mineral samples from
the Mining Lots and withdraw these, as well as rough minerals and
drilling samples for metallurgic tests and other kinds of studies.
It is agreed to, that the Company may collaborate with, or employ
third parties for the operations mentioned in this clause. All of
the exploration work will be carried out by the Company directly or
through contractors, without interfering with the Concession
Holder.
The Company
will carry out the exploration on the Mining Lots at its sole
discretion during the Option Period and will invest on these lots
the minimum amounts established by Mining Laws.
Both parties
agree that the Option to Buy is according to the exploration
results on the

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