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
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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 ").
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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.
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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:
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Bridge Loan; Payment .
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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.
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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
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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).
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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).
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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:
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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.
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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.
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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.
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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.
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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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