Exhibit 10.6
Phage Genomics, Inc.
4861 Cambridge Street
Burnaby, British Columbia
Canada V5C 1H9
Searchlight Minerals, Inc.
2215 Lucerne Circle
Henderson, Nevada
89015
K. Ian Matheson
c/o 2215 Lucerne Circle
Henderson, Nevada
89015
February 8, 2005
Britti Gold Inc.
President
David N. Matheson
c/o 2215 Lucerne Circle
Henderson, Nevada
89014
Dear Sirs:
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Re:
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Searchlight Minerals Inc. and
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RIO RAGA 308 - Serial Number NMC# 600842
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The purpose of this letter is to record the terms of the
agreement reached with respect to the development of your mineral
properties.
As you are aware you entered into an agreement with Searchlight
Minerals Inc. ("Searchlight") whereby you optioned your interest in
certain mineral properties (the "Properties") to Searchlight, as
more fully developed in that Agreement. Searchlight has found a new
company, Phage Genomics, Inc. ("Phage") which will be able to
provide further funding for the development of the Properties.
Before Searchlight assigns its rights to your Properties to Phage,
there are a number of conditions to be acknowledged and agreed upon
between you, K. Ian Matheson ("Matheson"), both as an individual
and as a director, officer and shareholder of Searchlight and
Phage.
The reason for this letter is to ensure that as Phage goes
forward there is no misunderstanding between you, myself,
Searchlight and Phage and by the executing this agreement you are
assigning your Property and rights under the Agreement to Phage and
releasing myself and Searchlight from any and all claims.
You acknowledge the following:
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1.
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There has been no representation by Matheson nor Searchlight
that any securities you were to receive, namely shares of
Searchlight shares of Phage, are other than speculative due to the
nature of business and the present stage of development.
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2.
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The securities of Phage have not been registered under the
Securities Act of l933 ("1933 Act") nor under any "blue sky" state
securities laws and therefore cannot be offered or sold in the
United States without registration under the 1933 Act and the
securities law of all applicable states of the United States unless
an exemption from registration is available and will bear the
appropriate legends acknowledging the restrictions on trading.
Phage has no obligation or present intention of filing registration
statement under the 1933 Act,_ however, Phage, undertakes to
include any securities issued to you in any registration statement
filed under the 1933 Act. (piggy back registration rights)
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3.
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Matheson and his related companies have advanced support
approximately $85,000 to Searchlight and that Matheson and his
related companies will be received from Phage any and all monies
previously advanced to Searchlight as approved by the board of
Phage.
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4.
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Matheson and his associates have also optioned certain mineral
properties to Searchlight and Matheson and his associates will be
assigning all rights to those mineral properties to Phage on
exactly the same terms and conditions that you are receiving from
Phage.
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5.
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Matheson and his associates own other mineral properties in
Nevada, which have not been optioned to Searchlight nor Phage and,
which may increase in value due to the development of your
Properties or other minerals properties acquired by Phage and that
you will not have any right to any of the proceeds of any sale,
distribution transfer or otherwise disposition of those mineral
properties.
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6.
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Matheson will become a director and officer of Phage and will be
paid a remuneration to be determined by the Board of Phage and
Matheson will also acquire other securities of Phage for nominal
consideration during the restructuring of Phage as described below
and that you will not have any right to these securities or any
profit derived from them.
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7.
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Phage completing a corporate restructuring and
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