EXHIBIT 10.49
TERMINATION
SETTLEMENT AND MUTUAL DISCHARGE AGREEMENT SUBSCRIBED ON ONE HAND BY
A) HÉCTOR MANUEL CERVANTS SOTO PER HIS OWN RIGHT (THE
PRINCIPAL) AND ON THE OTHER, B) AMERICAN METAL MINING, S. A.
DE C. V., REPRESENTED IN THIS ACT BY RAMIRO TREVIZO GONZÁLEZ
IN HIS PERSONALITY AS GENERAL PROXY (THE ASSIGNEE), JOINTLY NAMED
“THE PARTIES”, IN ACCORDANCE WITH THE FOLLOWING
PREVIOUS RECORDS, DECLARATIONS AND CLAUSES.
PREVIOUS RECORDS
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On the
25 th November 2008 PARTIES subscribed a
Transfer of Mining Rights Contract by virtue of which, among other
terms and conditions, the PRINCIPAL transferred in favor of
the ASSIGNEE the title holding of mining rights specified in
the Previous Records of said instrument, agreeing to receive in
exchange as counterclaim the amount of $1’674,000.00 Dollars
(One million six thousand seventy four Dollars 00/100 in currency
of the United States of America), plus the corresponding Added
Value Tax to be paid accordingly to the schedule of payments agreed
upon for such a purpose (the CONTRACT ). Ordinary cpy of
said instrument is attached to this present writing for purposes of
clarity and certainty as Annex I ;
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For formality
purposes the subscription of the CONTRACT by the
PARTIES was ratified on the 25 th November
2008 before testimony of Mrs. Elsa Ordóñez
Ordóñez, applicant to the office of Public Notary and
ascribed to Notary Public number 28 of the Morelos
Judicial District, State of Chihuahua and acting in the
stead of the Office’s Title Holder per his license, Felipe
Colomo Castro, Attornet at Law, and instrument that was inscribed
in the respective Act of volume XIV of the Book of Acts Out of
Protocol under numeral 16,268 on the 25 th November
2008;
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Afterwards, on
the 2 nd June 2009, PARTIES subscribed a Modifying
Agreement by virtue of which, among other terms and conditions, it
was convened to modify the amount of the established price in the
CONTRACT as counterclaim for the transferred mining rights
in favor of the ASSIGNEE and setting it on the amount of
$2’000,000.00 Dollars (Two million Dollars 00/100 in currency
of the United States of America), plus the corresponding Added
Value Tax as well as the schedule of the respective payments.
Ordinary copy of said instrument is attached to this present
writing for purposes of clarity and certainty as Annex II
;
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For formality
purposes, the subscription of this CONTRACT by the
PARTIES was ratified on the 15 th June
2009 before testimony of Mrs. Elsa Ordóñez
Ordóñez, applicant to the office of Public Notary and
ascribed to Notary Public number 28 of the Morelos
Judicial District, State of Chihuahua and acting in the
stead of the Office’s Title Holder per his license, Felipe
Colomo Castro, Attornet at Law, and instrument that was inscribed
in the respective Act of volume XIV of the Book of Acts Out of
Protocol under numeral 16,4620 also on the 15 th June
2009;
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