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BRIDGE LOAN AGREEMENT

Bridge Loan Agreement

BRIDGE LOAN AGREEMENT | Document Parties: Aurelio Resource Corporation | Bolsa Resources, Inc | Minera Milenium SA | Telifonda (Cayman) Ltd You are currently viewing:
This Bridge Loan Agreement involves

Aurelio Resource Corporation | Bolsa Resources, Inc | Minera Milenium SA | Telifonda (Cayman) Ltd

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Title: BRIDGE LOAN AGREEMENT
Governing Law: New York     Date: 10/2/2008
Industry: Metal Mining     Sector: Basic Materials

BRIDGE LOAN AGREEMENT, Parties: aurelio resource corporation , bolsa resources  inc , minera milenium sa , telifonda (cayman) ltd
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EXHIBIT 10.22

BRIDGE LOAN AGREEMENT

This Bridge Loan Agreement, dated as of September 30, 2008, (this " Bridge Loan Agreement ") is entered into by and between Telifonda (Cayman) Ltd. , a Cayman Island corporation (the " Lender "), and Aurelio Resource Corporation , a Nevada corporation (the " Company ").

RECITALS

    1. Lender and the Company have entered into a Stock Purchase Agreement of even date herewith (the " Stock Purchase Agreement ") under which they have, subject to the terms and conditions thereof, agreed to enter into a series of transactions pursuant to which Lender, or an affiliate of or other party designated by Lender (together with Lender, " NewCo "), will (i) acquire, for an aggregate purchase price equal to $2,000,000 (Two Million Dollars) (the " Bolsa Cash Consideration "), all of the issued and outstanding shares (the " Bolsa Stock ") of Bolsa Resources, Inc., an Arizona corporation (" Bolsa "), (the " Bolsa Transaction ") and (ii) purchase, for an aggregate purchase price equal to $2,000,000 (Two Million Dollars) (the " Minera Cash Consideration ," and, together with the Bolsa Cash Consideration, the " Cash Consideration "), a 3% Net Smelter Return royalty (the " Gavilanes NSR ") in the Gavilanes property owned by the Company's Mexican subsidiary Minera Milenium S.A. de C.V. ( "Minera ") (the " Minera Transaction ," and, together with the Bolsa Transaction, the " Transaction ").
    2. In anticipation of the consummation of the Transaction, Lender is advancing to the Company a bridge loan in the principal amount set forth on Schedule A (the " Bridge Loan "), which Bridge Loan shall be evidenced by that certain Bridge Loan Note dated the date hereof (as amended or modified, the " Bridge Loan Note ") executed by the Company in favor of the Lender in the principal amount of Bridge Loan.
    3. All capitalized terms used in this Bridge Loan Agreement and not otherwise defined have the meanings given in the Stock Purchase Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing, and the representations, warranties, and conditions set forth below, the parties hereto, intending to be legally bound, hereby agree as follows:

    1. Bridge Loan; Payment .
      1. Advancement of Bridge Loan . In reliance upon the representations, warranties and covenants of the parties set forth herein, on the date hereof, Lender shall advance to the Company Bridge Loan in good and available funds, which Bridge Loan shall be evidenced by the Bridge Loan Note, in the form annexed hereto as Exhibit A , delivered by the Company to Lender.
      2. Terms of the Bridge Loan Note . The terms and conditions of the Bridge Loan Note are set forth in Exhibit A attached hereto. Capitalized terms not otherwise defined herein shall have the meaning set forth in Exhibit A attached hereto
      3. Use of Proceeds . The proceeds of the Bridge Loan shall be used (i) to pay, on behalf of Bolsa, the Viewsite, Rae/Eastman and other land payments due in the third and fourth calendar quarters of 2008, as such obligations have been previously disclosed to Lender, and (ii) to redeem the Rodman Renshaw Debentures (as such term is defined in the Stock Purchase Agreement).
      4. Payment of Amounts Outstanding Under the Bridge Loan Note . All unpaid principal, together with the balance of any other unpaid amounts payable under the Bridge Loan Note, shall be due and payable on the earliest to occur of (i) the date the Transaction is consummated, (ii) December 30, 2009 if (A) the Stock Purchase Agreement is terminated by the Company pursuant to Section 10(a)(iii) of the Stock Purchase Agreement (B) the Security Agreement (as defined below) is terminated pursuant to Section 10(c) of the Security Agreement or (C) if neither party is in breach of the Stock Purchase Agreement but the transactions contemplated by the Stock Purchase Agreement are not consummated on or before December 30, 2008, as that date may be extended in accordance with the terms of the Stock Purchase Agreement, or (iii) December 30, 2008, if the Stock Purchase Agreement is terminated by the Lender pursuant to Section 10(a)(ii), as such date may be extended also in accordance with the terms of the Stock Purchase Agreement (such earliest date, the " Maturity Date "). Notwithstanding the foregoing, (x) if, but only if, the Transaction is consummated on or before December 30, 2008, all of the obligations of the Company owing to the Lender on account of Bridge Loan, including, without limitation, all principal, interest, costs fees, expenses and other liabilities of every kind and nature arising under or in connection with this Bridge Loan Agreement, the Bridge Loan Note, and any other notes, instruments, documents and agreements executed or delivered by the Company in connection therewith shall be fully satisfied and paid in full by the Company's transfer to NewCo of the Bolsa Stock and the Gavilanes NSR and the application of the obligations described above to the Cash Consideration, and the Cash Consideration shall be deemed to have been satisfied in the aggregate amount of such obligations by offset of such obligations, and (y) all obligations of the Company owing to Lender on account of Bridge Loan shall be repaid in full on the Maturity Date either, at the election of the Company, (1) in cash, or (2) by the Company transferring to Lender valid title to the Collateral free and clear of all security interests, liens and encumbrances except those held by Lender and Permitted Liens (as defined in the Security Agreement).
    1. Representations and Warranties of the Company . The Company hereby represents and warrants to the Lender that the statements contained in the following paragraphs of this Section 3 are all true and correct in all material respects as of the time of the execution and issuance of the Bridge Loan Note, and shall continue to be true and correct in all material respects until payment and satisfaction in full of Bridge Loan:
      1. Organization and Standing: Articles and Bylaws . The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and has all requisite corporate power and authority to carry on its business as now conducted and proposed to be conducted.
      2. Corporate Power . The Company has all requisite legal and corporate power to enter into, execute and deliver this Bridge Loan Agreement and the Bridge Loan Note. This Bridge Loan Agreement and the Bridge Loan Note are valid and binding obligations of the Company, enforceable in accordance with their respective terms, except as the same may be limited by bankruptcy, insolvency, moratorium, and other laws of general application affecting the enforcement of creditors' rights.
      3. Authorization . All corporate and legal action on the part of the Company, its officers, directors and shareholders necessary for the execution and delivery of this Bridge Loan Agreement and the Bridge Loan Note and the performance of the Company's obligations hereunder and under the Bridge Loan have been taken.
      4. Government Consent, Etc . No consent, approval, order or authorization of, or designation, registration, declaration or filing with, any federal, state, local or provincial or other governmental authority on the part of the Company is required in connection with the valid execution and delivery of this Bridge Loan Agreement and the Bridge Loan Note, other than filings necessary to perfect the security interest of Lender in the Collateral.
      5. Litigation . Other than as described in the Disclosure Schedule to the Stock Purchase Agreement, to the Knowledge of the Company, (i) there is no action, suit, proceeding or arbitration (" Action ") pending, (ii) to the knowledge of the Company, there is no Action, Claim or investigation currently threatened, against the Company, its activities, properties or assets, or against any officer, director or employee of the Company in connection with such officer's, director's or employee's relationship with or actions taken on behalf of the Company, (iii) the Company is not a party to or subject to the provisi

 
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