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.
2. CONDITIONS OF SALE
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: