EXHIBIT 10.8
JOINT VENTURE
AGREEMENT
-----------------------
ENTERED INTO AND
BETWEEN
CORPORACION
AMERMIN, S.A. DE C.V.
(OPERATING
PARTNER)
AND
MINAS DE TOPAGO,
S.A. DE C.V.
(MINORITY
PARTNER)
FOR
THE MINING,
EXTRACTION, PROCESSING AND
MARKETING OF
PROFITABLE MINERALS FROM
SEVERAL MINING
PROPERTIES.
PLACE &
DATE: CHIHUAHUA,
CHIHUAHUA, MEXICO.
JUNE 9th,
2005.
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Joint Venture Agreement for the mining,
extraction, processing and marketing
of profitable minerals from several mining
properties, entered on and between
CORPORACION AMERMIN, S.A. DE C.V. (that
hereinafter shall be referred to as
the OPERATING PARTNER) hereby represented
by its Sole Administrator RAMIRO
TREVIZO LEDESMA, on one hand and on the
other MINAS DE TOPAGO,
S.A. DE C.V.
(that hereinafter shall be referred to as
the MINORITY PARTNER) hereby
represented by its Sole Administrator ING.
MIGUEL CERVANTES SOTO, according to
the following:
S T A T E M E N
T S
---------------------
A). The MINORITY PARTNER by means of its
legal representative states as
follows:
I.- That the body corporate he is
representing is a Mexican company duly
formed in Chihuahua City, State of Chihuahua, on
January 13th,1995, before
Maria del Carmen Valenzuela Breach, Notary
Public number 26, through Public
Deed number 1690, and filed in the
Chihuahua City Registry of Commerce under
number 1243, page 61 of Book 648.
II.- That the company he is hereby
representing has the lawful control of the
following mining properties:
PROPERTY 1:
-----------
Property's
name................................... "LA COLMENA"
Type of
concession................................ Exploitation
Title
number...................................... 181965
Property's
location............................... Municipality of
Chinipas,
State of Chihuahua, Mexico
Property's
surface................................ 16 hectares
PROPERTY 2:
----------
Property's
name................................... "LA BILLONARIA"
Type of
concession................................ Exploitation
Title number
..................................... 196120
Property's
location............................... Municipality of
Chinipas,
State of Chihuahua, Mexico
Property's
surface................................ 34 hectares
PROPERTY 3:
-----------
Property's
name................................... "CUITLAHUAC"
Type of
concession................................ Exploration
File number
...................................... 191845
Property's
location............................... Municipality of
Chinipas,
State of Chihuahua, Mexico
Property's
surface................................ 150 hectares
<PAGE> 2
PROPERTY 4:
----------
Property's
name................................... "LA MEXICANA"
Type of
concession................................ Exploitation
Title
number...................................... 211981
Property's
location............................... Municipality of
Chinipas,
State of Chihuahua, Mexico
Property's
surface................................ 675.32 hectares
The above mining properties hereinafter
shall be referred to as the
PROPERTIES.
III.- That the PROPERTIES are free of any
encumbrances, liens, or domain
limitations at the time of signing of this
Agreement (the "Date of Signing").
IV.-That the PROPERTIES are not in compliance with the
Federal Law of Duties
and the Mining Law as to the payment of
surface taxes; thus there are past
amounts due related with the said tax, and
this event was previously informed
to the OPERATING PARTNER. Besides, the
aforesaid due
taxes shall be paid as
provided for in paragraph "C)" of Clause 3
hereunder.
V.- That the PROPERTIES are not currently
engaged under any previous valid
contract or agreement, either verbal or in
written, with a third party.
VI.- That all rights derived from the
mining certificates or titles to the
PROPERTIES have not been transferred,
granted, sold, or leased to any other
party, and the body corporate entitled to
such rights at this time is the
MINORITY PARTNER solely.
VII.- That during the legal effect of this
Agreement, the mining rights
derived from the titles to the PROPERTIES
shall not be waived or relinquished;
and no applications for reduction,
unification or grouping shall be filed
neither, unless the OPERATING PARTNER
agrees to. In addition, the mining
rights to the PROPERTIES shall not be
conveyed, engaged or burdened, either
totally or partially during the existence
of this Agreement. The MINORTY
PARTNER is hereby fully aware that it must
comply with the obligations that
the Mining Law imposes to any holder of a
mining property, according to the
Article 27 paragraph II thereof.
VIII.- That hereby grants the OPERATING
PARTNER, with the exclusive rights of
mining, extracting processing and marketing
all profitable minerals (the
"Minerals") that exist within the
PROPERTIES.
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It shall be understood by "Minerals" any
and all minerals, either precious or
base, metallic or non-metallic, that can be
found in or on the PROPERTIES,
accordingly with the applicable laws,
regulations, dispositions, decrees or
any other legal ordinance in force, they
being feasible of exploration,
development, exploitation, extraction,
processing, purchase and disposal,
including all concentrates and metals .
IX . -That along with all of the above
granted rights for extracting, mining,
processing and marketing the Minerals, all
rights to the land, water rights,
installations, and related facilities that
could exist within the PROPERTIES
are also included.
Procurement of any kind of necessary
permits or permissions -either from
governmental offices or third parties- to
achieve the business terms of this
Agreement, shall be sole responsibility of
the MINORITY PARTNER with
assistance from the MINORITY PARTNER.
B). The OPERATING PARTNER by means of its
legal representative states as
follows:
I.- That the body corporate he is
representing is a Mexican company duly
formed in Chihuahua City, State of
Chihuahua, on August 9th, 1995, before Mr.
Jose R. Miller Hermosillo, Notary Public
number 2, through
Public Deed number
9311, and duly registered in the Chihuahua
City's Registry of Commerce under
electronic file number 21161*10, and that
the company's taxpayer number is
CAM950810K77.
II.- That the company he is hereby
representing shall contribute the initial
start-up capital for the project, advancing
and financing the necessary
investment funds for acquiring, hauling,
and installing any equipment and
machinery as well as a processing plant or
mill with a capacity
for 75 tons
per day; funds to afford payments for fuel,
payroll and wages, buying of a
vehicle for personnel transportation, work
shops, offices, road rebuilding and
other needed expenses to start the project's operation
stage timely and for
this event both parties shall give their
best. The initial funds that shall
be invested in the aforesaid acquisitions
and expenditures are US 450,000,00
(Four Hundred and Fifty Thousand Dollars
NO/100) as a minimum initial capital
investment, that shall be reimbursed or
paid back as set out herein. The
payment for exclusivity as mentioned in
Clause 3 of this
Agreement is
included in the above initial capital
investment.
III.- That purchase of additional equipment
and increase of capacity of the
processing plant, must be mutually agreed to,
and shall be made according to
the provisions of this Agreement.
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IV. That during the legal effect of this
Agreement, the mining titles to the
PROPERTIES shall be kept in good tax and
legal standing, paying the surface
tax every six months according to the
Mining Law and its Regulations, and
providing funds to update unpaid taxes as
provided for in Clause 3 herein,
filing the mandatory assessment work
reports and technical reports in the
Secretariat of Economy as well.
V.- That the OPERATING PARTNER shall
also have the right of first refusal on
entering into an agreement with the
MINORITY PARTNER or amending this
Agreement as to any other mining or mineral
processing activity owned or
controlled by the latter and located within
The PROPERTIES.
VI.- That to successfully achieve the
purposes of this Agreement, the legal
representative of OPERATING PARTNER states
that the company has funds enough
and expertise to develop the PROPERTIES,
thus, being able to carry out and/or
perform any and all activities, including
the carrying-out of mining works and
road rebuilding for accessing the plant
site; to bring in required
contractors, installation of facilities
such as: canteens, dormitories,etc.,
bring in equipment, machinery, devices,
tools, and materials; and exercise all
other rights conferred by any Mexican Law
for the benefit of the OPERATING
PARTNER.
NOW, THEREFORE, time is of the essence, and
considering that the PROPERTIES
require: (a) important investments as to
equipment and machinery, (b) remaking
the plant site access road, and (c)
performance of significant mining works,
the MINORITY PARTNER recognizes that
working together with
the OPERATING
PARTNER will improve the efficiency of time required to
perform the mining,
extracting, processing and marketing of the
Materials. The OPERATING PARTNER
will lead the effort, and in general will
coordinate the activities and
procurement of the appropriate first
machinery and equipment and sufficient
start-up funds as set out herein, according
to the following:
C L A U S E S
---------------
1. Operation and
Management of the Project.
A).- The MINORITY PARTNER hereby agrees
that OPERATING PARTNER sh
