LOAN AGREEMENT MODIFICATION AND EXTENSION
This Loan Agreement Modification and Extension
(the “Current Agreement”) is entered into this 9th day
of May, 2007, by and between GOLDEN EAGLE MINERAL HOLDINGS,
INC. (“GEMH” or the “Lender”) , a
Turks and Caicos Corporation with its principal place of business
located at Chancery Court, Leeward Highway., Providenciales, Turks
and Caicos Islands, BWI; and GOLDEN EAGLE INTERNATIONAL,
INC. (“GEII” or the “Borrower”) ,
a Colorado Corporation, with its principal place of business
located at 9661 South 700 East, Salt Lake City, Utah
84070.
WHEREAS , GEMH entered into a Loan Agreement on March 8,
2007 (the “Loan Agreement”) to loan GEII a minimum of
$1 million dollars (loan proceeds) within the 60-day period
following the execution of that Loan Agreement for the incremental
expansion of the C Zone pilot plant into a full-scale production
plant with an eventual capacity of 500 cubic meters (approximately
1,000 tons) per day on GEII’s Precambrian mining concessions
located in eastern Bolivia; to provide needed operating capital
during the construction and shake-out periods; and for any other
business purpose at the discretion of GEII’s management, all
contingent on GEMH’s satisfactory due diligence and its
receipt of a Certification Regarding Final Feasibility from GEII
regarding the development of the C Zone; and
WHEREAS, the 60-day period referred to above (“due
diligence period”) was construed to be a period of due
diligence during which GEMH conducted its due diligence into the C
Zone pilot plant operations, previous C Zone exploration;
and
WHEREAS , GEII was still performing critical trenching
on its C Zone gold prospect at the expiration of the 60-day due
diligence period and required an additional 45-day period in which
to complete that confirmation work and provide GEMH with a
Certification Regarding Final Feasibility that was required by the
original Loan Agreement; and
WHEREAS , GEII is still desirous of borrowing the loan
proceeds for the purposes set out above in accordance with the
terms and conditions set forth in the original Loan Agreement;
and
WHEREAS , GEMH is still desirous of loaning GEII the
loan proceeds set forth in the original Loan Agreement, however,
modified to comply with the new schedule of payments set out in the
Current Agreement, and believes that its due diligence to date in
the due diligence period has been satisfactory; and
WHEREAS , GEMH is willing and able to commit to GEII to
loan $250,000 of the loan proceeds within the next 14-day period
for the purpose of allowing GEII to begin to order critical pieces
of equipment that will be components of
