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Letter Of Intent

Letter of Intent

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Title: Letter of Intent
Date: 11/18/2010
Industry: Chemical Manufacturing     Sector: Basic Materials

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Letter of Intent


AMFIL Technologies, Inc., herein referred to as (AMFIL) and Trevor Taylor, herein referred to as ( Taylor).

This letter agreement outlines the basis on which AMFIL agrees to enter into a JOINT VENTURE agreement to acquire certain Mining Permits for mining claims in Guyana from Taylor. The Mining Permits are more particularly described in Schedule “A” attached hereto (the “ Properties ”).  Our outline of the proposed transaction is as follows:


The consideration payable by AMFIL for the purchase of the Hard rock Mining Rights of the Properties will be $10,000 payable in cash and 48,000,000 common shares in the capital of AMFIL (the “ AMFIL Shares ”). It is understood that the shares will be issued once AMFIL has increased its share capitalization cap. It is also understood that the Owners of the Properties will have Alluvial Mining Rights of the Properties. AMFIL shall pay the aforementioned sum of Ten Thousand ($10,000) Dollars to Taylor upon execution of the definitive agreements.  In the event the transaction is successfully completed, the aforesaid payment of Ten Thousand ($10,000) Dollars shall be credited as part of the purchase price. The AMFIL Shares will be (i) issued under the direction of Taylor to Kennard A. Gobin of 24 Oleander Gardens, East Coast, Demerara, Guyana and Bibi Fazeena Iman of Lot 88 Bonasika Street, Section K, Campbellville, Georgetown, Guyana as directed by Taylor as fully-paid and non-assessable shares in the capital of AMFIL , free and clear of all encumbrances, (ii) freely-tradable shares, subject to any restricted periods required by the SEC of New York and applicable securities legislation (the SEC), (iii) listed and posted for trading on the SEC at the closing of the transaction.


The obligations of the parties to complete the transaction set out herein will be subject to customary closing conditions and in addition will be subject to the following conditions:


AMFIL and Taylor will have negotiated in good faith, entered into and delivered a definitive joint venture agreement (the “ Definitive J.V. Agreement ”), consistent with the terms and conditions set out in this letter agreement and otherwise on mutually acceptable terms and conditions. For greater certainty, it is understood and agreed that, under Guyanese mining laws and regulations, Medium Scale Prospecting Permits can only be issued to an entity in which a Guyanese national is a principal. AMFIL will be satisfied, in its sole discretion that the present Hard Rock mining rights of the Properties are Joint venture owned by Kennard A. Gobin , Bibi Fazeena Iman and Taylor free and clear of all debts and encumbrances (absolute, contingent or otherwise).



AMFIL will be satisfied, in its sole discretion, with the results of its Due Diligence Review (as such term is hereinafter defined);



AMFIL will be satisfied, in its sole discretion, that the Properties, save as stated in section 2.(b) and section 3 herein, are not encumbered in any manner and Taylor has not granted any rights to the Properties to any other parties; and



The parties will have received all required regulatory consents and approvals required in

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