Exhibit 10.8
MEMBERSHIP INTEREST LIQUIDATION
AGREEMENT
This Membership Interest Liquidation
Agreement (the “Agreement”) is made and entered into
among Cactus Precious Metals LLC, a Colorado limited liability
company (the “Company”) and Pan American Gold
Corporation (the “Member”), effective as of December
31, 2004 (the “Effective Date”).
WHEREAS, the Member holds a
membership interest in the Company; and
WHEREAS, the Member desires to
resign its membership interest in the Company; and
WHEREAS, the Member contributed
US$90,000 (Ninety Thousand US Dollars) to the capital of the
Company and has, to date, received no distributions from the
Company.
WHEREAS, the Member and Company
desire to have the Member’s membership interest in the
Company liquidated in its entirety;
NOW FOR GOOD AND VALUABLE
CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH IS HEREBY
ACKNOWLEDGED, THE PARTIES AGREE AS FOLLOWS:
1.
Resignation . As of 11:59 pm (MST) on the effective date,
the Member hereby resigns its membership interest in the Company
pursuant to C.R.S. § 7-80-602. The Member acknowledges that,
pursuant to C.R.S. § 7-80-603, upon such resignation, the
Member shall have no right to participate in the management of the
business or the affairs of the Company.
2.
Liquidation . As payment made in complete liquidation of the
Member’s membership interest in the Company pursuant to
I.R.C. § 736, the Company shall pay to the Member on the
Effective Date, the sum of US$15,724.85 (Fifteen Thousand Seven
Hundred Twenty Four US
