AMENDMENT TO OPTION AGREEMENT
THIS AMENDMENT TO OPTION AGREEMENT (this
“Amendment Agreement”) is made as of the 8th day of
November, 2007.
BETWEEN:
SAN JUAN CORP. , a
company incorporated under the laws of Colorado and having an
office at 645 Water Street, Silver Plume, Colorado, U.S.A.
80476
(“ San
Juan”)
TODD C. HENNIS, a
private individual, resident at 414 Butte Parkway, Golden, Colorado
80403
(“ Hennis
”)
(San Juan and Hennis hereinafter referred to
collectively as the “ Optionors ”)
AND:
COLORADO GOLDFIELDS INC. (formerly, GARPA RESOURCES,
INC.) , a company incorporated under the
laws of Nevada and having an office at Suite 207 - 10920 W. Alamada
Avenue
Lakewood, CO 80226
(“ Optionee ”)
RECITALS :
A.
The Optionors and the Optionee entered into an
Option Agreement dated June 17, 2007 (the “Option
Agreement”) whereby the Optionee was granted the exclusive
right and option (the “Option”) to acquire up to an
undivided eighty percent (80%) right, title and interest in and to
the Properties on the terms and conditions set forth in the Option
Agreement;
B.
Under the terms of the Option Agreement, the Option
is exercisable by the Optionee in stages, whereby the Optionee may
earn:
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(i)
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an initial undivided forty percent (40%) interest in
the Properties upon incurring certain prescribed Expenditures on
the Properties,
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(ii)
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an additional twenty percent (20%) interest in the
Properties, for an aggregate of sixty percent (60%) interest in the
Properties (the “60% Option”), upon the issuance of a
prescribed number of shares of the Optionee to the Optionors and
incurring certain prescribed Expenditures on the Properties,
and
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(iii)
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an additional twenty percent (20%) interest in the
Properties, for an aggregate of eighty percent (80%) interest in
the Properties (the “80% Option”), upon the issuance of
a
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CW1498072.1
prescribed number of shares of the
Optionee
