EXHIBIT 99.1

 

AURUM RESOURCES PTY LTD

ABN 85 139 894 081

 

Level 8 |580 St Kilda Road

Melbourne |Victoria |3004 | Australia

 

PO Box 6315 | St Kilda Road Central

Melbourne | Victoria | 8008 | Australia

 

T +61 3 8532 2800 | F +61 3 8532 2805

 

 

 

EXHIBIT 99.2

 

 

DEED OF CALL OPTION

 

 

 

THIS DEED OF CALL OPTION is made on the 5 th day of March 2011

 

 

Between:

 

AURUM RESOURCES PTY LTD (Australian Company Number 139 894 081) of Level 8, 580 St Kilda Road, Melbourne, Victoria, Australia 3004 (“ Aurum ”);

 

and

 

LILAPHONE LATY (“ Laty ”) of 14, Unit 21, Ban Thapalanxay, Vientiane Capital, Lao P.D.R. TED DOROTHEOS TZOVARAS of Unit 11, No. 222/1,Ban Sibounheuang, Sikhottabong District, Vientiane, Lao P.D.R. (“ Tzovaras ”);

 

LAO INTER MINING OPTIONS LIMITED , a company incorporated in the United Kingdom Territory of the British Virgin Islands and identifiable by Company Number 610635 of Unit 11, No. 222/1, Ban Sibounheuang, Sikhottabong District, Vientiane, Lao P.D.R. (“ LIMO ”).

 

 

PREAMBLE
G.	The LIMO parties are the sole directors of LIMO and the sole holders of all of the issued share capital in LIMO (“ LIMO Shares ”), the shares being held as follows:

	a.	Tzovaras holds 10,000 LIMO Shares;
	b.	Laty holds (or will at the relevant time hold) 40,000 LIMO Shares; and

H.	Argonaut Resources (Laos) Co. Ltd (“ ARL ”) is a company incorporated under the laws of the Lao PDR.
I.	LIMO is the legal and beneficial owner of 20% of the issued share capital of ARL.
J.	ARL is, in effect, a joint venture vehicle in respect of a mining tenement known as the Century Thrust tenement (more fully described and defined as “the Tenement” in clause 1.1 of this Deed).  However, not all the right, title and interest in the Tenement is legally held in ARL’s name.
K.	Pursuant to a Deed of Agreement entered into between Aurum and the LIMO parties in contemplation of this Deed, the LIMO parties have agreed both on their own behalf and on behalf of LIMO to grant to Aurum (or its nominee) an option to purchase all of the right title and interest of LIMO and the LIMO Parties in the Tenement upon the terms of this Deed including a right to elect to take a transfer of all the issued shares in LIMO.

L.	Laty is still awaiting legal transfer of shares into her name.

THE PARTIES AGREE:

Interpretation

1.	In this Deed unless the contrary intention appears:
	1.1.	ARL Shares means all of the shares held by LIMO in the share capital of ARL, being 20% of the total issued share capital;
		Authorisation means any licence, concession, agreement, approval, permit, document, chose in action or similar, of any kind related to the Tenement, the ARL Shares, the MREA or the LIMO Shares which is required at any time to be held by Aurum to be the full legal and beneficial owner of the LIMO Tenement Interest and which requires some act or the signing of some document or instrument by LIMO or the LIMO Parties;
		Business Day means a day on which banks trade in the Lao PDR and the State of Victoria, Australia;
		Completion Date means the date determined in accordance with clause 12 of this Deed;
		Execution Date means the day upon which Deed is signed by the last party to sign;
		Expiry Date means the next Business Day after the date calculated as 119 clear days after the Second Payment Date (as defined in clause 4.2 hereof);
		Initial Option Fee means the amount of US$67,500;
		Second Option Fee means the amount of US$202,500;
		Third Option Fee means the amount of US$135,000;
		LIMO Representative means the representative of the LIMO parties and LIMO, being Tzovaras or any other person who the LIMO parties by written direction signed by 2 or more of the LIMO parties may from time to time appoint;
		Lao PDR means the Lao People’s Democratic Republic;
		LIMO Shares means all of the issued share capital of LIMO;
		LIMO Shares Election means Aurum’s right pursuant to clause 16 of this Deed to elect to have the LIMO Shares transferred to it or its Nominee on the Completion Date;
		LIMO Tenement Interest means a 20%   beneficial interest in the Tenement, including but not limited to:

 

 

 

	iii.	the ARL Shares;
	iv.	any and all right title and interest of whatever kind held legally or beneficially by LIMO or some or all of the LIMO parties in respect of the Tenement, the ARL Shares and the MREA;

		MREA means the Mineral Reconnaissance and Exploration Agreement between Argonaut Overseas Investments Limited and the Government of the Lao PDR dated 22 September 2004 and renewed for a further term of 3 years on 22 February 2010;
		Nominated Bank Account means any one or more bank accounts of which the LIMO parties give particulars by written notice to Aurum, such notice to be signed by all of the LIMO parties;
		Option means the call option granted to Aurum by LIMO and the LIMO parties in clause 3 of this Deed;
		Option Fees means and includes all of   the Initial Option Fee, Second Option Fee and Third Option Fee;
		Purchase Price means the US$1,350,000;
		Taxes includes a tax, levy, impost, duty, penalty, charge or fee which is required to be withheld, deducted or paid on, from or concerning this Deed;
		Tenement means the Contract Area (as defined in the MREA) and incorporates the area delineated and described in Schedule 1 and includes any other mining title or right to explore or to use land in connection with exploration or mining activities and which becomes subject to this Agreement, and includes any renewals, extensions, modifications, substitutions or variations thereof and any other mining titles held from time to time by Argonaut Laos in respect of the Contract Area or any part thereof, and any interest therein.
	1.2.	The singular includes the plural and vice versa.
	1.3.	Words importing a gender include every other gender.
	1.4.	Headings are for convenience of reference only and do not affect the construction or interpretation of this Deed.
	1.6	Where a party to this Deed is more than one person they are jointly and severally liable under the terms of this Deed.
	1.7.	Persons include corporations.

	4.2.1.	the next Business Day after the date calculated as 59 clear days after the Execution Date; or
	4.2.2.	the date upon which the LIMO parties provide satisfactory evidence to Aurum that:

		(i)	Laty is the legal, beneficial and registered owner of 40,000 shares in LIMO;
		(ii)	Tzovaras is the legal, beneficial and registered owner of 10,000 shares in LIMO;
		(iii)	There are no other shares in LIMO held by any other person;
		(iv)	Laty and Tzovaras are the only directors of LIMO;
		(v)	The board of directors of LIMO have passed a resolution validating Laty’s execution of this Deed.

	4.3.	the Third Option Fee by no later than the next Business Day after the date calculated as 59 clear days after the Second Payment Date.
5.	In the event that Aurum fails to pay any of the Option Fees by the due date, then LIMO shall be entitled to serve a notice upon Aurum requiring the default to be remedied within 3 business days.  If the default is not remedied by Aurum within 3 business days after service of the default notice this Deed shall terminate (“ the Option Fee default termination ”).
6.	In the event Aurum exercises the Option prior to the due date for payment of any of the Option Fees, Aurum’s obligations under clause 4 hereof shall cease.
Payments
7.	Aurum must pay the Option Fees and the Purchase Price into the Nominated Bank Account.
8.	LIMO hereby irrevocably:
	8.1.	authorises the LIMO parties to nominate the Nominated Bank Account;
	8.2.	authorises and directs Aurum to pay any amounts payable under this Deed into the Nominated Bank Account.
9.	In the event that at the time a payment is due to be made by Aurum pursuant to this Deed:

	9.1	there has been no nomination of the Nominated Bank Account; or
	9.2	the Nominated Bank Account has been closed; or
	9.3	the Nominated Bank Account is otherwise frozen or unable to receive deposits-

Exercise of Option
10.	Aurum may exercise the Option at any time on or before 5.00pm (Australian Eastern Standard time) on the Expiry Date. If Aurum does not exercise the Option on or before 5.00pm (Australian Eastern Standard time) on the Expiry Date, unless otherwise agreed by the LIMO and the LIMO Parties in writing, the Option will no longer be able to be exercised by Aurum.
11.	For the purpose of exercising the Option, Aurum must serve a written notice on LIMO containing a statement to the effect that Aurum is exercising the Option.
Completion
12.	The Completion Date shall, unless otherwise agreed in writing by the parties, be the earlier of:
	12.1.	the date upon which Aurum is notified that the transfer of the ARL Shares or any other Authorisation, is approved and/or registered by the Government of the Lao P. D. R. insofar as any such approval or registration is required;
	12.2.	14 days from the Expiry Date -
	or if such day is not a Business Day, the next following Business Day.
13.	Completion, in so far as it may involve the exchange of documents shall take place at the offices of Aurum in Vientiane, Lao PDR or such other location as agreed between the parties.
14.	On the Completion Date:
	14.1.	Aurum must pay the Purchase Price less the aggregate amount of the Option Fees paid by Aurum to LIMO or the LIMO Parties prior to the Completion Date;

	14.2.	LIMO and the LIMO Parties must deliver to Aurum any  and all share transfer documents or  Authorisations required to be signed or delivered to ensure that their full legal and beneficial entitlement to the LIMO Tenement Interest is conveyed or able to be conveyed to Aurum;
Further Assurance
15.	In the event the Option is exercised, LIMO and the LIMO parties shall, on or before the Completion Date and at any time thereafter do all and sign all such other things and documents as Aurum may reasonably require, and which may be within their power, to enable Aurum or its nominee to become the full legal and beneficial owner  of:
	15.1.	the ARL Shares;
	15.2.	in the event of Aurum having exercised the LIMO Share Election, the LIMO Shares (including the appointment of directors of its choosing to the board of directors of LIMO); and
	15.3.	the LIMO Tenement Interest –

The LIMO Shares Election
16.	In the event the Option is exercised by Aurum, but Aurum reasonably believes that the transfer of the ARL shares or any Authorisation will not be approved and/or registered as required by the Government of Lao PDR prior to the Completion Date, Aurum shall have the right at any time up to and including the 20 th clear Business Day after the Completion Date to elect by notice in writing to the LIMO Representative to require the LIMO Parties to transfer all of the LIMO Shares to Aurum or its nominee.
17.	In the event Aurum exercises the LIMO Shares Election, the LIMO parties hereby unconditionally and irrevocably indemnify Aurum against any and all claims, liabilities, costs, expenses and losses arising in respect of the LIMO Shares where such arose or relates to any event, conduct or action that occurred prior to the Completion Date.
18.	In order to ensure the LIMO Shares Election is available to Aurum during the term of this Deed, the LIMO parties agree to:
	18.1.	Not sell, assign, mortgage or otherwise encumber or deal in any way with the LIMO shares;
	18.2.	Do all such things as are necessary to maintain LIMO and the LIMO shares in good standing and free of any default, debt, encumbrance or liability of any kind whatsoever.
19.	where Aurum has notified LIMO pursuant to clause 16 hereof of its exercising the LIMO Shares Election, the LIMO parties must deliver to Aurum:

	19.1.	the share certificates for all the LIMO Shares;
	19.2.	duly executed share transfers for all the LIMO Shares in registrable form;
	19.3.	signed copies of any resolution of shareholders or directors of LIMO reasonably requested by Aurum to:

	19.3.1.	consent to the transfer of the LIMO Shares to Aurum or its nominee;
	19.3.2.	affect the appointment of such directors of LIMO as Aurum nominates;

 

 

EXECUTED as a Deed.
EXECUTED by LAO INTER
MINING OPTIONS LIMITED
by its directors:
/s/ Lilaphone Laty	/s/ Ted Dorotheos Tzovaras
_____________________________	_____________________________
Lilaphone LATY	Ted Dorotheos TZOVARAS
Date Signed: 5 March 2011	Date Signed: 5 March 2011
SIGNED SEALED AND DELIVERED
by LILAPHONE LATY
in the presence of:
/s/ Pauline Pradichit	/s/ Lilaphone Laty
_____________________________	_____________________________
Witness: Pauline Pradichit	Lilaphone LATY
	Date signed: 5 March 2011
SIGNED SEALED AND DELIVERED
by TED DOROTHEOS TZOVARAS
in the presence of:
/s/ Pauline Pradichit	/s/ Ted Dorotheos Tzovaras
_____________________________	_____________________________
Witness: Pauline Pradichit	Ted Dorotheos Tzovaras
	Date signed: 5 March 2011

 

 

EXECUTED by AURUM
RESOURCES PTY LTD
by its authorised
Director/Secretary:
/s/ Joseph Isaac Gutnick	/s/ Peter James Lee
_____________________________	_____________________________
Director	Secretary
Joseph Isaac Gutnick	Peter James Lee
______________________________	______________________________
Name of Director	Name of Secretary
Date signed: 16 March 2011	Date signed: 16 March 2011

 

 

SCHEDULE 1

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