LA CURRITA GROUPINGS AGREEMENT
OPTION TO EARN INTEREST AND FORM JOINT
VENTURE
THIS AGREEMENT AND TERMS WITHIN THIS AGREEMENT
ARE BEING ENTERED INTO BY BOTH PARTIES TO REPLACE, IN ITS
ENTIRETY, THE “LA CURRITA GROUPINGS” JOINT VENTURE
AGREEMENT BETWEEN AMERMIN S.A. de C.V., a 97% OWNED SUBSIDIARY
OF TARA GOLD RESOURCES CORP. AND RAVEN GOLD CORP. DATED AUGUST
23, 2006, AS AMENDED BY AMENDMENT NO. 1 TO JOINT VENTURE
AGREEMENT DATED MARCH 30, 2007. THIS AGREEMENT PROVIDES FOR
OPTIONS TO EARN–IN FROM TARA GOLD RESOURCES CORP., BY
RAVEN GOLD CORP., OF AN INITIAL 25%, FOLLOWED BY 40% AND UP TO A
60% JOINT VENTURE INTEREST IN THE LA CURRITA GROUPINGS IN
CHIHUAHUA, MEXICO.
WHEREAS:
A.
Tara Gold Resources Corp. has an option to
acquire a 100% interest in the La Currita Groupings (“La
Currita”), the La Currita Mill and mining operations
(together the “La Currita”) located in Chihuahua,
Mexico.
B.
La Currita is approximately 192 acres and the
claims comprising La Currita are as described in the table
appended hereto as Schedule “A”.
C.
Amermin S.A. de C.V., a 97% owned subsidiary of
Tara Gold Resources Corp. (“Tara”) and Raven Gold
Corp. (“Raven”) entered into the Joint Venture
Agreement, dated August 23, 2006, as amended by Amendment No. 1
to Joint Venture Agreement, dated March 30, 2007, which provided
an option for Raven to earn up to 60% interest in the La Currita
Groupings. This existing agreement is appended hereto as
Schedule “B”, and Amendment No. 1 is appended hereto
as Schedule “C”.
D.
Tara and Raven have both invested money and
efforts into La Currita towards meeting the terms of the August
23, 2006 agreement. These monies and efforts are considered
historical and will not be re-addressed in this agreement.
E.
Tara and Raven have discussed the corporate
focus of both parties and focus needed for La Currita to uncover
the full potential of the project. It has been decided by both
parties to refocus its efforts and capital towards a more
extensive exploration program. Both parties decided that this is
best expressed by a new agreement, this agreement
(“Agreement”).
F.
All figures in this Agreement are expressed in
United States Dollars.
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NOW THEREFORE:
1)
To earn an initial 25% undivided interest in La
Currita, Raven must:
a.
Make a payment of $250,000 upon the execution of
this Agreement;
b.
Make a payment of $50,000 no later than May 4,
2007;
c.
Make a payment of $205,000 no later than May 20,
2007 to address the final property payment and IVA Taxes
due;
d.
Make a payment of $100,000 no later than May 31,
2007; and
e.
Deliver 500,000 Rule 144 common shares of Raven,
to Tara, by May 15, 2007.
2)
Upon earning 25% participating interest in La
Currita, Raven shall be the operator of all exploration efforts
for the joint venture, so long as it meets all of the deadlines
stated in Paragraph 3 & 4 of this agreement. If at anytime
Raven fails to meet any of the deadlines outlined in 3 & 4,
it shall immediately cease to be operator of exploration and/or
production efforts. Tara may have its representatives on
location at any and all times to observe all operations.
3)
Raven may elect to increase its interest in La
Currita to 40%, by providing notice to Tara to do so by June 10,
2007 and by meeting the following terms:
a.
Deliver an additional 500,000 Rule 144 common
shares, to Tara, at notification on or before June 10, 2007;
b.
Spend $1,375,000 on La Currita exploration on or
before May 30, 2008. Only direct exploration costs are eligible
to be counted towards the La Currita spending. Indirect costs,
such as management overhead, are not eligible;
c.
Provide to Tara an audited statement of the
expenditures provided by an independent accounting firm to be
mutually accepted by both parties, along with supporting
documents, on a quarterly basis and upon spending the required
$1,375,000. Additionally, Raven shall supply Tara with all
documents related to expenditures on a monthly basis; related to
all expenditures made on a trailing 90 day period; and
d.
Provide Tara 90 days to review the final audit
statement of the expenditures and await Tara’s acceptance
of the eligible spending and letter stating that Raven has
earned its 40% participating interest, this letter is to be
issued to Raven no later than 7 days after the review period is
over to a maximum review period of 90 days.
e.
In the event that Raven fails to take any of the
actions by the dates outlined in subparagraphs a) through c)
above, Raven shall forfeit the ability to increase its
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interest in La Currita and furthermore shall
forfeit any claims to any payments or costs expended or any
shares delivered to Tara pursuant to subparagraphs a. &
b.
f.
Upon Raven earning 25%, the parties shall in
good faith negotiate a definitive joint venture agreement
containing the usual representations, warrantees and content
typical of a joint venture agreement on or before May 30, 2008.
If for any reason the parties cannot negotiate the definitive
joint venture agreement, it will be resolved by arbitration.
4)
Raven may elect to increase its interest in La
Currita to 60%, by providing notice to Tara to do so on or
before June 10, 2008 and by meeting the following terms:
a.
Deliver an additional 500,000 Rule 144 common
shares, to Tara, at notification to increase its interest to
60%;
b.
Spend an additional $2,875,000 on La Currita
exploration on or before November 30, 2009. Only direct
exploration costs are eligible to be counted towards the La
Currita spending. Indirect costs, such as management overheard,
are not eligible;
c.
Provide to Tara an audited statement of the
expenditures provided by an independent accounting firm to be
mutually accepted by both parties, along with supporting
documents, on a quarterly basis and upon spending the required
additional $2,875,000. Additionally, Raven shall supply Tara
with all documents related to expenditures on a monthly basis;
related to all expenditures made on a trailing 90 day period;
and
d.
Provide Tara 90 days to review the final audit
statement of the expenditures and await Tara’s acceptance
of the eligible spending and letter stating that Raven has
earned its 60% participating interest, this letter is to be
issued to Raven no later than 7 days after the review period is
over to a maximum review period of 90 days.
5)
Raven will make an additional payment of
$100,000 to Tara on every anniversary date of this agreement to
maintain its interest earned and to keep the Agreement in good
standing.
6)
Until and unless Raven earns its 60% interest
pursuant to paragraph 4, Tara shall not be required to fund any
Joint Venture costs or any other expenditures; Raven will have
so
