Exhibit
10.44
ASSIGNMENT AND ASSUMPTION OF PLANET
LEASE AGREEMENT
For consideration received, Metallica
Ventures LLC, a Wyoming limited liability company
(“Assignor”), hereby assigns and delegates to Azco
Mining Inc., a Delaware corporation (“Assignee”), and
Assignee hereby agrees to assume and accept the assignment and
delegation of, all of Assignor’s right, title and interest in
and to that certain Lease with Option to Purchase effective as of
September 5, 2000, originally executed between New Planet Copper
Mining Company, a Delaware corporation (“New Planet”)
and Assignee (the “Planet Lease Agreement”), including
without limitation the remaining lease payments, option to purchase
and royalty payments under that agreement. A copy of the
Planet Lease Agreement is attached hereto as Exhibit A and by this
reference is made part hereof.
This agreement supercedes and voids all
previous agreements between Assignor and Assignee regarding the
Planet Lease Agreement, including without limitation
“Assignment and Assumption of Planet Lease Agreement”,
“Option Agreement”, and “Quitclaim Deed”
executed in August 2003.
In connection with the assignment
hereunder, Assignor represents, warrants and covenants (with the
understanding that Assignee is relying on these warranties,
representations and covenants) that:
(a)
There are no claims, actions, suits or
proceedings of any kind pending or threatened by New Planet or any
other individual or entity with regard to the Planet Lease
Agreement, and further Assignor is not aware of any
circumstanc
