CONTRACT FOR PURCHASE OPTION
OF TITLES AND APPLICATIONS FOR MINING CONCESSION
CONTRACTS
Between the
undersigned, CIA. SERVICIOS LOGÍSTICOS DE COLOMBIA LTDA.,
Colombian business partnership constituted by public deed 1451 of
the 6 th Notary of Medellin of September 19, 2003, duly
represented by Charles Major, citizen of the United States, of
legal age, resident in Medellin, identified with foreign I.D.
206.811, who from now on will be referred to as SERVICIOS
LOGISTICOS on one part and on the other, INVESTCOL Ltd., a business
partnership organized and existing in accordance with the laws of
Belize, located in No.1 Mapp Street, City of Belize, Belize, duly
represented by Tom Lough, male, Canadian citizen, of legal age,
resident in Toronto, Canada, identified with passport number BC
251532 from Canada, who from now on will be referred to as
INVESTCOL, have agreed to celebrate this contract for purchase
option of mining rights, subject to the following clauses and
considerations:
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1)
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SERVICIOS
LOGÍSTICOS and INVESTCOL celebrated a contract for option of
assignment of mining rights on June 25, 2005, by means of which
INVESTCOL received the option to acquire, by means of purchase, the
mining assignment contracts identified with numbers 6602 and 6329
granted upon SERVICIOS LOGISTICOS by the Department of Antioquia
and registered in the National Mining Records with codes HFQL-05
and HFQL-04 respectively. This negotiation also included the
application recorded under number 1343 to the name of Hernando
Molina Velez, whose records are currently missing and must be
reconstructed by the mining authorities.
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2)
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According to
the aforementioned contract, INVESTCOL was obliged to invest in
mining exploitations in the areas of assignment contracts number
6602 and 6329 with Mining Registrations HFQL-05 and HFQL-04 and in
the area of application 1343, the amount of USD 2’990.000 in
a period of three years, like this: USD 300.000 the first year; USD
700.000 the second year, and USD 1’990.000 the third year.
After these investments were made, if INVESTCOL decides to exercise
the option, they must pay an additional amount of USD 10.000 and
with this they will acquire the right to have completely assigned
to their name, the rights of the two
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aforementioned
mining titles and the rights resulting from application 1343 once
it is granted.
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FIRST:
OBJECT. By means of
this agreement, SERVICIOS LOGÍSTICOS and INVESTCOL agree to
include in the negotiation of the mining titles and the application
mentioned in consideration 1) of this document, the mining titles
and applications that will be specified in this clause, in which
SERVICIOS LOGISTICOS is obliged to process or acquire from their
corresponding holders, in order to assign them to INVESTCOL. The
addition of these new titles does not imply a raise in the amount
of USD 2’990.000 that INVESTCOL was obliged to pay for mining
exploitation in assignment contracts 6602 and 6329 and in the area
of application 1343 already negotiated. The application of mining
assignment contracts that are included in this negotiation are the
ones corresponding to Registrations 6821, 6770, 6993, and 7039 of
the Direction of Titles and Inspection of the Department of
Antioquia, whose juridical status is included in the document
annexed to this contract on the understanding that the final
decision on the granting of the mining title corresponds
exclusively to the mining authority or its delegate. In case that
any of these applications are denied, SERVICIOS LOGISTICOS will
carry out all the necessary juridical actions with the object of
achieving the assignment of the areas covered by these
applications.
SERVICIOS
LOGISTICOS is also obliged to make sure that Hernando Molina
carries out the assignment of the application of exploration
license number 1343, once it is granted. In case the reconstruction
of file 1343 is not possible or that such reconstruction is not
convenient, SERVICIOS LOGISTICOS is obliged to carry out the
necessary processes to apply for such area to their name and then
include it in this negotiation.
Also, SERVICIOS
LOGISTICOS will acquire from the title holders, the following
assignment contracts with mining registrations number 072-98
(HETJ-26), 074-98 (HETJ-27), 135-98 (HETJ-31,136-98 (HETJ-32) and
143-98 (HETG-01), and will include these in this negotiation in
order to then assign them to INVESTCOL or to whoever these appoint.
For the purchase of the mining titles mentioned in this part,
SERVICIOS LOGISTICOS will receive from INVESTCOL the amount
of
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