ENGLISH VERSION – 20F ITEM 19 Exhibit 4.c
SALE AND PURCHASE OF MINING CONCESSION
AGREEMENT
THIS AGREEMENT is made and
entered in the City of Chihuahua, State of Chihuahua, Mexico on
this the 22 nd day of June, 2004 by and
between:
VICENTE ARTURO CABALLERO OLIVAS,
who declares to be a Citizen of México, of age, married under
common property regime and spouse SUSANA OTILIA QUEVEDO ALMAZAN
appearing herein to grant spousal consent for this act, acting in
their own rights, and
MARIA ESTELA CABALLERO DE SWANSON
and GLORIA CABALLERO OLIVAS DE MUÑOZ, herein represented by
VICENTE ARTURO CABALLERO OLIVAS, holding General Powers of Attorney
for Legal Representation and Collections, Acts of Administration
and Domain, authority granted conferred in the City of Chihuahua,
State of Chihuahua on the 26 th day of December, 1973
before Carlos Guizar Ocaranza, notary public number 5 of District
of Morelos, State of Chihuahua, and
JOSEPH VICENTE VERE CABALLERO,
herein represented by VICENTE ARTURO CABALLERO OLIVAS, holding
Special Powers of attorney for Legal Representation and
Collections, Acts of Administration and Domain, authority granted
in the City of Dallas Texas, United States of America on the 21
st day of April 2003, as evidenced on public deed
no.8129, notarial act no.438, signed before the authority of Juan
José Salgado Saavedra general consul of Mexico for the said
City, and
SYLVIA MARGARITA VERE CABALLERO
DE RAMOS also known as SYLVIA MARGARITA RAMOS, herein represented
by VICENTE ARTURO CABALLERO OLIVAS, holding Special Powers of
attorney for Legal Representation and Collections, Acts of
Administration and Domain, authority granted in the City of
Phoenix, Arizona, United States of America on the 27 th
day of January 2003, as evidenced on public deed no.4796, notarial
act no.42, signed before the authority of Ruben Alberto Beltran
Guerrero general consul of México for the said
City,
(hereinafter collectively
referred to as the "Vendors")
AND
OF THE FIRST PART;
MINERA MONTERDE, S. De R. L. de
C.V., a limited liability partnership validly subsisting and duly
incorporated pursuant to the laws of the United Mexican States,
herein represented by ALAN DOUGLAS HITCHBORN acting as the General
Manager, holding General Powers of Attorney for Legal
Representation and Collections, Acts of Administration and
Domain,
(hereinafter
referred to as the "Purchaser"),
OF THE SECOND PART.
The appearing parts have caused
the execution of this Sale and Purchase to set forth the terms and
conditions under which the Vendors hereby sell to the Purchaser,
and the
Purchaser
purchases from the Vendors, on payment of the Total Purchase Price,
an undivided 100% interest, rights and title in and to the Mining
Concession (as defined here-below), free and clear of all liens,
charges, encumbrances, adverse claims, rights or interest of any
person.
This Agreement is entered into by
the parties in accordance with the laws of the United Mexican
States and, in particular, in accordance with the applicable
provisions of the Mining Act and its Regulations, the Civil Code of
the State of Chihuahua and in accordance with the following
recitals:
I.
WHEREAS, each
of the Vendors hereby severally and jointly warrant and represent
to the Purchaser that:
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A.
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They are the
proprietors of an undivided one hundred percent (100%) interest in
the mining concession title number 112692 which conveys the
mining rights on the mining lot "Anexas de Guazapares" surface area
of 90 Has., located in the Municipality of Guazaparez, Mineral of
Monterde, State of Chihuahua, México; the mining concession
title herein referred to is registered at the Mines Recorders
Office of the General Direction of Mines under Registration number
456, page 115, volume 107 of the Book of Mining Concession
(hereinafter referred to as the "Mining Concession"); they have
acquired the aforementioned interest in the Mining Concession by
inheritance in the following proportion:
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a.
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VICENTE ARTURO
CABALLERO OLIVAS acquired by inheritance 37.5% (thirty-seven point
five percent) and by transfer agreement executed with GUADALUPE
CABALLERO DE LOPEZ he acquired 25% (twenty five percent), for a
total of 62.5% (sixty two point five percent) undivided interest in
the Mining Concession,
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b.
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MARIA ESTELA
CABALLERO OLIVAS DE SWANSON acquired by inheritance 12.5% (twelve
point five percent) undivided interest in the Mining
Concession,
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c.
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GLORIA
CABALLERO OLIVAS DE MUÑOZ acquired by inheritance 12.5%
(twelve point five percent) undivided interest in the Mining
Concession,
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d.
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JOSEPH VICENTE
VERE CABALLERO and SYLVIA MARGARITA VERE CABALLERO DE RAMOS, also
known as SYLVIA MARGARITA RAMOS acquired by inheritance 6.25% (six
point twenty five percent) each for a total of 12.5% (twelve point
five percent) undivided interest in the Mining
Concession.
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B.
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As of the date
hereof, the Mining Concession is (a) validly subsisting, (b) in
good standing in respect to the obligations set forth in article 27
of the Mining Act and (c) free and clear of all liens, charges,
encumbrances, adverse claims, rights or interest of any person,
affectations or limitations of ownership of whatsoever
nature.
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C.
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They
individually possess the full legal capacity and competence
required to enter into this Agreement and to perform their
respective obligations hereunder; the execution and performance of
this Agreement will not conflict with or result in any
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breach of any
covenants, agreements or other instrument whatsoever to which they
are a party, either severally or jointly.
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D.
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The powers and
authority granted to VICENTE ARTURO CABALLERO OLIVAS to represent
MARIA ESTELA CABALLERO OLIVAS DE SWANSON, GLORIA CABALLERO OLIVAS
DE MUÑOZ, JOSEPH VICENTE VERE CABALLERO and SYLVIA MARGARITA
VERE CABALLERO DE RAMOS, also known as SYLVIA MARGARITA RAMOS, are
sufficient in accordance with the law for the execution hereof and
said powers and authority have not, as of the date hereof, been
revoked, amended or limited in any manner whatsoever.
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II.
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WHEREAS,
the Purchaser hereby warrants and represents to the Vendors
that:
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A.
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It is a limited
liability partnership duly incorporated and validly subsisting
pursuant to the laws of the United Mexican States.
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B.
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It possesses
the legal capacity required under Mexican law to hold as proprietor
the ownership rights in and to mining concessions located within
the territory of the United Mexican States, pursuant to article 11
of the Mining Act.
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C.
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The powers and
authority granted to its representative herein appearing in its
name and behalf are sufficient in accordance with the law for the
execution hereof and said powers and authority have not, as of the
date hereof, been revoked, amended o
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