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EXHIBIT 10.29
EXPLORATION AGREEMENT AND PURCHASE OPTION
The present
Exploration agreement and purchase option is held in the city of
Chihuahua, Chihuahua state dated May 15, 2006
Between:
MRS.
TOMASA LOPEZ AMADO OF RASCON WIDOWED and MR. LEOPOLDO RASCON
LOPEZ, both
acting for their own rights, and also on its unique characters
and universal heir, by the first and executor, for the second
part of succession to property of the MR. JOSE MARIA RASCON
RASCON;
MR. SABINO AMADOR
RASCON POLANCO, by their own rights and representation of MR.
GABRIEL AARON, MARIA ANTONIETA, CRUZ ALVARO Y JUAN, all of them
last name RASCON POLANCO, all of them appearing in their characters
unique and universal heirs to the succession to property of MRS.
GUADALUPE POLANCO ANGUIANO DE RASCON and JUAN RASCON
VALDEZ;
(Collectively
hereinafter referred to as "Grantiners")
BY THE FIRST
PART
AND
SUNBURST MINING DE MÉXICO S.A. DE C.V. Corporation under the
laws of the MEXICO represented in this act for MR. MARIO HUMBERTO
AYUB TOUCHE and ROBERT WAYNE KNIGHT in its character legal
representatives with general powers to lawsuits and collection and
acts of administration, residing in Av. División del Norte #305,
Col. San Felipe, Chihuahua, Chih. C.P. 31063 (Hereinafter
“Explorer”).
BY THE SECOND
PART
CONSIDER
THAT:
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A.
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the grantiners are 66.6% holders of the rights stemming from the
granting mining titles Number 191086
it protects the
rights of mining exploration on the lot “Segundo Santo
Niño” located in the municipality of Moris, Chihuahua
State (hereinafter “Granting
Mining”).
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B.
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The grantiners want
to give the explorer, and the explorer want to acquire, the
exploration rights and purchase option of the 66.6% of ownership of
the mine, subject to the terms and conditions agreed upon in this
instrument.
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THEREFORE under
demonstrations and warranties mutually declared by the parties to
this contract, the parties agree as follows:
SECTION
1
ANNEXES AND
DEFINITIONS
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1.1.
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The
following annexes form parts of the Agreement:
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Appendix
A – English version
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Appendix
B – title for mining concession #191086
1.2.
The following terms shall, when used in this Agreement, the
meaning and interpretation which then brought (unless
expressly provided in the agreement or if the context requires
otherwise):
This
agreement
means this Agreement, as supplemented or amended
by the parties,
Area of Influence mean surface area encompassing the
perimeter of the area covered by the Mining
Concession,
Exploration Rights means all the rights described in Part 6
of this Agreement;
Option means the right of option granted by Licensees to the
Explorer II for the purchase of 100% ownership of the Mining
Concession pursuant to Section 4.
Period of Option means the duration of the option, beginning
on the date of signing of this Agreement and completing the fifth
annual anniversary of that date.
Notice of Exercise means that previously the Explorer must
notify in writing Licensees its intention to exercise the
option.
Sales Act through which Graintiners transmitted to the
Explorer one hundred percent of the ownership of the mining
concession.
SECTION 2
MANIFESTATIONS and GUARANTEES OF GRANTINERS
2.1
The Grantiners say and agree with the Explorer:
(a)
Licensees are 66.6% of the Concession holders Mining and
maintain such ownership to enable the Explorer exercise of the
right of option under this Agreement,
(b) Mining Concession
are, as of the date of the signing of this Agreement and will
continue during the same lavigencia free of any lien, encumbrance
and claim the third and one in full compliance with the
obligations
Imposed by the Mining
Act and Regulations
(c) any other person,
firm or corporation has entered into any contract or option, or
have any right or privilege which might become contract or option
to purchase or acquisition of the Mining
Concession,
(d) there is no claim
against or conflict related to the ownership of the Mining
Concession, and is not aware that there are bases for the above,
and any person in possession of any royalty or other legal interest
of any kind with respect to mineral production Granting of the
Mining,
(e) Provision Miner
has been duly and validly located, and is Correctly described in "m
this Agreement,
(f) while this
agreement is in force Licensees:
a. Not reduce or
submit application to reduce the surface area of the lot covered by
the Mining Concession, without the written consent of the
Explorer,
b. Not taxed, or
offer a warranty affect the rights stemming from the Mining
Concession,
c. Perform any act
that is required, necessary or prudent to prevent and to prevent
any third serious or affects, or attempts to encumber or affect the
rights arising from the Mining Concession,
d. Guarantee and
ensure the peaceful possession and enjoyment of
rights
Given to the Explorer
in this Agreement, and
e. Not engage in any
act that is inconsistent with the transaction
Covered by this
instrument.
2.2 The Grantiners
are obliged to continue the formalities of trials and inheritance
intestament completion in each of the cases within six (6) months,
so that there is no obstacle or legal impediment to make the sale
final. To ensure compliance with the obligation previously
contracted Licensees will leave irrevocable special power for acts
of administration to manage the continuity of the successions
intestament trials and to register the contract for the sale of
100% (one hundred) (percent) ownership of the mining concession in
the public register of mining, the power of reference will be
awarded to Messrs. Mario Humberto Ayub Touché and Francisco
Javier Moctezuma Aguiñaga to be exercised in a manner
separate.
The power granted by
this clause shall be irrevocable. Have been granted as a condition
of this contract and also as a means for the dealers comply with
the obligations they made for themselves, on such terms and for the
purposes of rule 2596 (two thousand five hundred and ninety-six) of
the Federal Civil Code and its correlative of the Civil Code for
the State of Chihuahua. The rule reads as follows, in the matter:
"The principal may revoke the mandate as and when it sees fit;
least in those cases where award was stipulated as a condition in a
bilateral contract, or as a means to fulfill an obligation
Contracted "
For the attorneys
appointed in the preceding paragraph of this section are entitled
to exercise the power of the same subject, simply have passed 30
(thirty) days from the signing. Of this contract and have not done
any management in the respective courts for further formalities of
trials inheritance, or who have not completed the formalities have
been completed the trial within a period of 6 (six) months from the
signing of this contract .
SECTION
3
EXPRESSIONS OF THE GUARANTEES and EXPLORADORA
3.1
The Explorer
represents and warrants to Licensees:
(a)is a company
limited capital variable in existence and duly constituted under
the laws of the United Mexican States and is capable accordance
with the law to celebrate this event,
(b) has the legal
capacity required under law to acquire as owner: (i) ownership of
mining claims located within the territory of the United Mexican
States, in accordance with Article 11 of the Mining Law in force,
and (ii ) located outside the actual rights constitutionally
restricted area within Mexican territory in accordance with Article
10 - A of the Foreign Investment Law and Article 8 of
Regulation,
(c) is abreast with
their obligations to register the Public Registry of Mining and the
National Registry of Foreign Investment
(d) has obtained all
approvals, licenses and registrations required to conclude this
contract and to be bound by its terms, and in particular for the
acquisition of Grantiners Choice.
SECTION
4
ACQUISITION OF THE
OPTION
4.1. The Grantiners
granted by this reference to the Explorer, and the Explorer
acquires, the exclusive right and option, but not the obligation,
to buy 66.6%, equivalent to 2 / 3 of ownership of the Mining
Concession, and unilaterally undertake to sell the title to the
Explorer, free of charge, loading, constraint domain and any third
party, under the terms and conditions agreed upon in this
Agreement.
4.1.1. The parties
agree that they shall be considered as the Explorer, the option
will be exercised to pay the Concesionarias $ 255000.00 USD (two
hundred and fifty-five thousand dollars of the United States of
America 00/100) (the "Purchase Price ") as follows: (A
preparción of 33.33% each of the three
parties).
A) $ 5000 (Five
Thousand Dollars of the United States of America 00/100) paid dated
February 13. 2005.
B) $ 10000 (Ten
thousand dollars in the Unit
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