Exhibit 10.25
AMENDMENT
TO THE
STOCK PURCHASE AGREEMENT
This Amendment to the Stock Purchase
Agreement (this "Amendment") is made and entered into as of the 17
th day of November, 2008, by and between TELIFONDA
(CAYMAN) LTD., a Cayman Island corporation (the "Buyer"), and
AURELIO RESOURCE CORPORATION, a Nevada corporation (the "Seller").
All capitalized terms used herein and not otherwise defined have
the meanings set forth in the Agreement (as defined
hereinafter).
WHEREAS, the Parties entered into that
certain Stock Purchase Agreement, dated as of September 30, 2008
(the "Original Agreement") ;
WHEREAS, the Parties have restructured
certain aspects of the transaction, including the consideration
paid at the Closing by the Buyer; and
WHEREAS, in connection with such changes and in order to
consummate the Closing, the Parties desire to amend the Original
Agreement in the manner set forth below; and
WHEREAS, all references to the "Agreement" in this Amendment or
in the Original Agreement shall be deemed to refer to the Original
Agreement as amended by this Amendment.
NOW, THEREFORE, in consideration of the mutual promises and
covenants contained herein and in the Agreement, and for other good
and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Parties hereby agree as follows:
1.
The third full paragraph of the Agreement (in the introductory
section) is hereby amended by deleting such paragraph in its
entirety and inserting the following in place thereof:
"This Agreement contemplates a transaction in which the Buyer will
purchase from the Seller, and the Seller will sell to the Buyer,
all of the outstanding capital stock of the Target in return for
cash consideration, granting a net smelter return royalty from
certain real property assets of the Target and loaning additional
proceeds to a wholly-owned subsidiary of the Seller."
2.
Section 1 of the Agreement is hereby amended by inserting each of
the following defined terms in respective alphabetical order in
Section 1:
"Loan Agreement means that certain Loan
Agreement to be entered between the Buyer and [Aurelio
subsidiary] , a Nevada [corporation] , dated as of the
Closing Date, a form of which is attached hereto as Exhibit
B-4 ."
"Loan Note means that certain
unsecured promissory note to be issued in favor of [Aurelio
subsidiary] , a Nevada [corporation] , by Buyer, dated
as of the Closing Date, a form of which is attached hereto as
Exhibit B-5 ."
3.
Section 2(b) of the Agreement is hereby amended by deleting Section
2(b) in its entirety and inserting the following in place
thereof:
" Purchase Price . As consideration for the sale and
transfer of the Target Shares, the Buyer agrees to (i) pay to the
Seller at the Closing a cash consideration in the amount of
$2,500,000 (in words: US Dollars Two Million Five Hundred Thousand)
(the " Cash Consideration ") by (x) offsetting the Cash
Consideration against the Bridge Loan, (y) subject to Section 2(e)
below, delivery of cash for the balance of the Cash Consideration
payable by wire transfer or delivery of other immediately available
funds, (ii) pay to [Aurelio su
