THIS INDENTURE made this 1 st day of October, 2007
WITS BASIN PRECIOUS MINERALS INC.
(hereinafter referred to as " Wits " or the " Seller ")
OF THE FIRST PART;
- and -
HAWK URANIUM INC.
(hereinafter referred to as " Hawk ")
MacDONALD MINES EXPLORATION LTD.
(hereinafter referred to as " MacDonald ", and, together with Hawk, the " Buyers ")
OF THE SECOND PART.
WHEREAS on November 30, 2006, the Seller and the Buyers entered into an Option and Joint Venture Agreement (the " Joint Venture Agreement "), pursuant to which Joint Venture Agreement MacDonald, Wits and Hawk (each, a " Party ", and collectively, the " Parties ") would each own a percentage interest in the Property and the Joint Venture, as such terms are defined therein;
AND WHEREAS pursuant to the Joint Venture Agreement , MacDonald owns a Participating Interest, as such term is defined therein, equal to fifty-one percent (51%), Wits owns a Participating Interest equal to twenty-four and one half of one percent (24.5%), and Hawk owns a Participating Interest equal to twenty-four and one half of one percent (24.5%);
AND WHEREAS the Seller and Buyers have agreed that the Parties' respective Participating Interests referred to in the above paragraph have not changed since the execution of the Joint Venture Agreement;
AND WHEREAS Section 6.1 of the Joint Venture Agreement provides a right of first offer, pursuant to which Section 6.1 a Party wishing to transfer its Participating Interest must first offer its Interest to both of the other Parties;
AND WHEREAS the Parties have agreed to waive their rights under Section 6.1 of the Joint Venture Agreement;
AND WHEREAS the Parties have agreed that each of MacDonald and Hawk will purchase 50% of Wits' Participating Interest; such that after transfer to MacDonald and Hawk, MacDonald's Participating Interest shall be sixty three and a quarter of one percent (63.25%) and Hawk's Participating Interest shall be thirty six and three quarters of one percent (36.75%);
NOW THEREFORE WITNESSETH that in consideration of the cash payment by the Buyers to the Seller of CDN$50,000.00 and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each of the Parties: