Raven Gold Corp.
May 30,
2006
Mr. Francis R.
Biscan Jr.
President &
CEO
Tara Gold
Resources Corp.
Re :
Joint Venture Agreement on the La Currita Groupings, near Temoris,
Chihuahua, Mexico between Amermin S.A. de C.V., a 97% owned
subsidiary of Tara Gold Resources Corp. (Tara) and Raven Gold Corp.
(RAVEN) in trust for a Mexican subsidiary to be created at a later
date. The La Currita Groupings are approximately 192 acres and are
known as Sulema 2, El Rosario, La Curra, and La Currita (Head of
group).
Dear Mr.
Biscan;
We are pleased
to present the following terms regarding the La Currita
Groupings.
Terms :
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1.
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Upon the
signing of this Agreement, RAVEN agrees to purchase 25% of
Tara’s interests in the La Currita Groupings by completing
the following;
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a)
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Make a
non-refundable payment of US$75,000.00, coinciding with the signing
of this Agreement (the payment will be refundable if a satisfactory
title search is not secured by RAVEN from Tara by August 17,
2006);
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b)
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Make a payment
of US$125,000.00 by August 17, 2006;
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c)
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Make a payment
of US$150,000.00 by October 17, 2006;
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d)
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Make a payment
of US$300,000.00 by December 17, 2006; and
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e)
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RAVEN must
issue to Tara 250,000 Rule 144 restricted common shares.
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Upon signing of
this Agreement, Tara agrees to:
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a)
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Make available
a certified copy of title for the La Currita Groupings as soon as
one is received or no later then August 17, 2006.
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2.
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RAVEN agrees to
make all property payments and any other payments deemed necessary
to maintain the properties and keep in good standing the full
interest in the La Currita Groupings and continue to make these
payments as long as the Joint Venture outlined in this agreement is
in effect. Payments will be escrowed for payment at least 14 days
before payment is due.
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3.
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RAVEN will make
an additional payment of US $100,000.00 on every anniversary date
of this agreement to maintain its interests earned, and to keep the
Joint Venture in good standing.
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4.
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On a monthly
basis, the net operating revenue derived from La Currita will be
distributed at the interest level earned, according to the overall
terms of this agreement, by each party on the last day of the month
during which the revenue was generated.
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5.
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Raven will have
the right to invest up to a maximum of $500,000.00 Start-Up
Capital, which is unrelated to any payments or expenditures within
this agreement, under special terms. Whereby the investment will be
paid back out of net operating revenue at a rate higher then the
current interest earned. On a monthly basis, 60% of the net
operating revenue derived from La Currita, will be set aside and
credited or paid out to Raven towards recovery of the Start-Up
Capital investment by Raven. The remainder of the net operating
revenue derived from La Currita, during the recovery of the
Start-Up Capital phase, will be distributed to Tara. Once the full
amount of the Start-Up Capital has been recovered from the 60% set
aside, the revenue sharing will revert back to the interest that
has been earned according to the overall terms of this
agreement.
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6.
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RAVEN may
increase its interest in the La Currita project to 40% thereby
reducing Tara’s interest in the La Currita Groupings to 60%,
after first notifying Tara of RAVEN’s intentions and after
the following conditions have been met:
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a.
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RAVEN spends an
additional US$1.0 million, over and above the Start-Up Capital, on
exploration and development within 18 months of the date this
agreement is signed. Tara agrees that RAVEN will be the operator
overseeing the additional US$1.0 million expenditure; however, Tara
may have it representatives on location at any and all times to
observe all operations, and may audit expenditures as
necessary;
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b.
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RAVEN will
supply the expertise and expenditures, within the amount outlined
in 6)a., necessary to achieve monthly production at the La Currita
Processing Plant of 4,500 tons per month for 3 consecutive months
and maintain ongoing production of a minimum of 4,000 tons per
month;
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c.
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Once RAVEN has
notified Tara in writing, along with supporting documents, that it
has spent US$1.0 million in exploration work on La Currita, the
Joint Venture Partners agree to enter into a standard joint venture
agreement by which it will have a 40% working interest in the La
Currita Group
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