Exhibit 10.1
AGREEMENT FOR EXPLORATION, EXPLOITATION,
UNILATERAL SALES PROMISE AND TRANSFER OF TEMPORARY OCCUPATION RIGHTS, BETWEEN
INGENIEROS MINEROS, S.A. DE C.V.
REPRESENTED
BY ITS REPRESENTATIVE J. JESÚS RICARDO MORENO TROUSSELLE (HEREINAFTER REFERRED TO AS
“THE PROMISOR”
)
AND, ON THE OTHER,
MINERALES VANE 2, S.A. DE C.V.
(HEREINAFTER REFERRED TO AS
“THE PROSPECTOR”
) REPRESENTED
BY ITS REPRESENTATIVE MR. JOSÉ MARIO DE LA GARZA MARROQUÍN, ACCORDING TO THE FOLLOWING RECITALS AND CLAUSES
R E C I T A L S
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I.
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THE PROMISOR Declares:
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a)
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That it is a mining company incorporated according to the laws of the Mexican United States, as
it is stated in the public deed N° 13315 dated on June 8, 1982, granted before the attorneys José Manuel Gómez
del Campo López and Adrián R. Iturbido Galindo, associated Notaries 136 and 139 of Mexico City, inscribed before
the Public Registry of Commerce in the mercantile folio N° 00051724 of August 11,1982; likewise inscribed in the Public Registry
of Mining under the number 106 in pages 78 back to 79 front of the volume XXV of the General Book of Corporations, dated November
5, 1982, and that, according to its corporate purpose, is legally qualified to execute the present agreement and to be holder of
mining concessions (
Exhibit B
).
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b)
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That its representative J. Jesús Ricardo Moreno Trousselle, as it is stated in the testimony
of the Public Deed N° 98 volume 17 dated February 27, 2018, granted before the attorney David Rolando Cázares Juárez,
Notary Public 1 of the city of Torreón, Coahuila de Zaragoza, has enough powers to enforce it in the terms and conditions
of the present agreement, which have not been revoked, restricted or modified in any form (
Exhibit C
).
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c)
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That it is legitimate holder of the rights deriving from the mining concession existent upon the
following mining lot (“THE LOT”):
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NAME OF THE LOT
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TITLE N°
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HA
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VALID UNTIL
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EL DORADO
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166132
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50
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March 26, 2030
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This lot is located in the Municipality
of Rosamorada, State of Nayarit, within the district of the Mining Agency of Tepic, Nayarit.
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d)
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That, regarding the mining concession existent upon THE LOT, its holder complies with all the obligations
imposed by the Mining Law, its Regulation and other applicable legal provisions. Likewise declares that the rights deriving from
this concession are free of any lien, affectation or ownership limitation.
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e)
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That it wishes to grant THE PROSPECTOR the right to explore and to exploit THE LOT, a unilateral
sales promise of the rights deriving from the mining concession existent upon THE LOT, as well as the transfer of temporary occupation
rights referred to in the following subparagraph, so they are willing to sign the present agreement in accordance with the terms
and conditions contained herein.
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f)
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That it has authorization from the General Direction of Mining, to occupy a surface of 32 hectares
of lands belonging to the Ejido Minitas, Municipality of Rosamorada, State of Nayarit, during the validity of the mining concession
existent upon THE LOT.
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g)
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That it has a document dated March 3, 2018, issued by the Commissariat of the Ejido Minitas, Municipality
of Rosamorada, Nayarit, which confirms and determines that THE PROMISOR and THE PROSPECTOR may start their works exploration and
exploitation.
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h)
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That at date of the celebration of this agreement there is no complaint or contingency of labor
or environmental character, or of any other nature for activities performed in THE LOT and/or related with it.
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II.
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THE PROSPECTOR Declares:
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a)
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To be a company legally incorporated in accordance with the laws of the Mexican Republic, as it
is stated in the public deed N° 43,486 volume 892, dated October 27, 2017, granted before the attestation of the attorney Leopoldo
de la Garza Marroquín, Notary Public 33 of the city of San Luis Potosí, inscribed before the Public Registry of Commerce
of the said city under the Mercantile Folio N° 2017092035, dated October 15, 2017; in process of inscription in the Public
Registry of Mining; and that according to its corporate purpose, is legally qualified to execute the present agreement and to be
holder of mining concessions (
Exhibit D
).
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b)
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That its representative José Mario de la Garza Marroquín, as it is stated in the
public deed N° 43,486 volume 892, dated on October 27, 2017, granted before the attestation of the attorney Leopoldo de la
Garza Marroquín, Notary Public 33 of the city of San Luis Potosí, inscribed before the Public Registry of Commerce
of this city under the Mercantile Folio N° 2017092035, of date November 15, 2017, has enough powers to enforce it in the terms
and conditions of the present agreement, which have not been revoked, restricted or modified in any form (
Exhibit D
).
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c)
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That it wishes to be granted the right to explore and to exploit THE LOT, the purchase option right
of the rights deriving from the mining concession existent upon this, as well as the transfer of temporary occupation rights referred
to in the First Recital, Subparagraph F, in the terms and conditions set out in the present agreement.
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In accordance with the previous recitals, the Parties hereby
grant the following:
C L A U S E S
FIRST. Right to Explore THE LOT.
THE PROMISOR grants THE PROSPECTOR the exclusive right to explore and to exploit THE LOT during the term of two years as of the
date when THE PROSPECTOR makes the payment indicated in subparagraph a of the Clause Fifth, being THE PROSPECTOR able to perform
at THE LOT during such period all kind of works of exploration and exploitation allowed by the Mining Law, its Regulation and the
titles of mining concession for mining concessionaires. After making the payment referred to in the present Clause, THE LOT shall
remain available to THE PROSPECTOR to perform the works foreseen in the agreement.
SECOND. Right to Early Termination.
The term of the present agreement shall be mandatory for THE PROMISOR and voluntary for THE PROSPECTOR that may accordingly terminate
it at any time upon 60 calendar days’ prior written notice to THE PROMISOR giving notice of the intended termination date.
Nevertheless, in the event that THE PROSPECTOR
terminates the present agreement prior to the two-year term, THE PROSPECTOR shall be liable for paying to THE PROMISOR, 5% (five
percent) of the revenues generated by the commercialization of the mineral obtained from the works of exploitation object of this
instrument.
In order to calculate the revenues obtained
by THE PROSPECTOR, the Parties shall take the amount of the Net Smelter Return (NSR) as reference. Likewise, during the term of
the present agreement, THE PROMISOR will have access to the accounting and sales records of THE PROSPECTOR, with prior written
application.
The Parties shall be entitled to terminate
this agreement in any moment, if any Party fails to comply with the obligations under the present, without remedying such default
within a term equal or less than 60 (sixty) calendar days after receiving the notification from the affected Party.
THIRD. Unilateral sales promise.
THE PROMISOR unilaterally promises to sell to THE PROSPECTOR or to the natural or legal person this designates, in the event it
wishes to acquire them during the term of the present agreement, the rights deriving from the mining concession existent upon THE
LOT, for a total sale price of US$800,000.00 dollars (eight hundred thousand dollars 00/100, legal currency of the United States
of America), payable in the terms and conditions set out herein.
By virtue of the unilateral nature of the
present promise, this will be mandatory for THE PROMISOR and voluntary for THE PROSPECTOR that consequently will be entitled to
decide if acquires or not the aforementioned rights during the term of this agreement.
To exercise its right to the purchase option
of the mining concession rights existent upon THE LOT, it will be sufficient for THE PROSPECTOR to give notification of its decision
to THE PROMISOR by means of written notice with acknowledgement of receipt, committing to transfer the rights deriving from the
mining concession to THE PROSPECTOR, awarding before Notary Public the respective sale and purchase agreement, within 60 calendar
days after receiving the notification, provided that the amount set out at the beginning of the present Clause is liquidated.
FOURTH. Transfer of Temporary Occupation
rights.
Additionally, THE PROMISOR agrees that prior to the transmission of rights of the mining concession, will have
made the necessary procedures for the transfer and, where appropriate, extended validity and/or modification of the temporary occupation
rights referred to in Recital I subparagraphs f) and g), which shall be set forth in writing.
FIFTH. Consideration for Awarding
the Present Agreement and Advance Payments on Account of the Price.
As consideration for awarding the present agreement,
THE PROSPECTOR shall pay to THE PROMISOR, the following amounts:
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a)
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Once concluded
the delivery and revision of the documentation listed in “
Exhibit A
”, the following amount will be paid:
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US$50,000.00
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b)
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6 months after the delivery of first payment, the amount of:
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US$70,000.00
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c)
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12 months after the delivery of first payment, the amount of:
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US$130,000.00
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d)
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18 months after the delivery of first payment, the amount of:
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US$220,000.00
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e)
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24 months after the delivery of first payment, the amount of:
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US$330,000.00
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All the biannual payments referred to in
the present Clause shall be made by THE PROSPECTOR to THE PROMISOR within the week following the maturity of the six-month term,
and will be made by means of banking deposit to the bank account specified by THE PROMISOR by written notification, once THE PROSPECTOR
has received and has in its power the corresponding invoice, which shall be sent prior to maturity of each payment, 30 days before
the end of each semester. THE PROMISOR shall deliver the invoices that fulfil all the corresponding legal requirements. If the
invoices were delivered beyond the term agreed or are not in compliance with the tax requirements, the payment date may be deferred
for the number of days that the default of THE PROMISOR subsisted.
In the event THE PROSPECTOR exercises the
purchase option referred to in the Clause Third, the payments made pursuant to this Clause shall be deducted from the sales price
referred to in the first paragraph of the Clause Third of this agreement. After having exercised the purchase option and paid the
sales price, THE PROMISOR shall grant, within 60 calendar days, the deed which attests the sale and purchase of the rights corresponding
to the mining concession existent upon THE LOT, before the notary chosen by mutual consent by THE PROSPECTOR and THE PROMISOR,
and THE PROSPECTOR shall bear the costs arisen from granting this deed.
All the payments referred to in the present
agreement, will be assessed with the corresponding Value Added Tax.
Finally, in the event that, at any time
THE PROSPECTOR decides not to exercise its purchase option and terminate the present agreement, all the amounts paid to THE PROMISOR
shall be for its benefit, and THE PROSPECTOR may not be entitled to seek reimbursement from THE PROMISOR, in the understanding
that the payment of the period in which the decision of not going ahead with the purchase option is manifested shall be calculated
proportional to the time elapsed, according to the payment schedule set out in the Clause Fifth herein.
SIXTH. Fees, Rights, Taxes and Expenses.
All the fees, expenses, rights and taxes arisen from the awarding and execution of the present agreement, as of the respective
sale and purchase, shall be borne by the Party upon which the legislation imposes such obligation. The taxes assessed on the revenues
obtained by each Party, shall be paid by the Party obtaining the revenue.
SEVENTH. Labor Responsibility.
By virtue of the non-existence of any labor relation between the workers and employees hired by each of the Parties, the Parties
expressly agree to assume the labor responsibility of their personnel or contractors, according to the effective labor legislation
and, therefore, agree to hold the other Party harmless from and against all claim, demand, accusation or complaint which maybe
filed by workers or employees of the other Party, or by its contractors or by labor or administrative authorities.
EIGHTH. Additional Obligations of
THE PROMISOR.
Besides the obligations imposed to THE PROMISOR in the preceding clauses, during the whole term of the present
agreement, shall also have the following:
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a)
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To keep in force the rights deriving from the mining concession existent upon THE LOT and, to hold
it free from any affectation, lien or ownership limitation, complying in a timely manner with all the obligations imposed by the
Mining Law, its Regulation and other provisions applicable to the holder of the mining concession existent upon THE LOT, which
enunciatively but not limited to, include the payment of rights upon Mining;
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b)
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To maintain effective the authorization of the General Direction of Mining, which grants the temporary
occupation rights on a 32 hectare surface of land belonging to the Ejido Minitas, Municipality of Rosamorada, Nayarit; making the
necessary procedures to make the transfer and, where appropriate, modification of the temporary occupation rights;
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c)
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To allow THE PROSPECTOR to perform in THE LOT all sort of exploration and exploitation works that
it deems necessary, as well as to provide the available information on THE LOT, within 15 working days;
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d)
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To hold THE PROSPECTOR harmless from and against any claim that could arise by virtue of acts directly
attributable to THE PROMISOR and that are exclusive responsibility of THE PROMISOR; and
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e)
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THE PROMISOR shall be responsible to comply with and agrees to indemnify THE PROSPECTOR, in the
event of any claim whether civil, administrative, labor, mercantile or of any other nature, that could arise from the obligations
assumed by THE PROMISOR with third parties, or connected to the activities of THE PROMISOR, previously or during the execution
of the present agreement.
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NINTH. Additional Obligations of
THE PROSPECTOR.
Besides the obligations imposed to THE PROSPECTOR in the previous clauses, during the whole term of the
present agreement, shall also have the following:
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a)
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To perform the exploration and exploitation at THE LOT in the best possible manner, according to
the most appropriate, rational mining practices and with strict observance to the applicable legal provisions, performing works
of exploration and exploitation sufficient to fulfill the legal provisions of the Mining Law and its Regulation;
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b)
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To comply in a timely manner with the obligations related to the activities of exploration and
exploitation in THE LOT, imposed by the Mining Law and its Regulation to all the mining concessionaires, especially those regarding
the elaboration and render of evidencing reports of regular works of exploration and exploitation, as well as the payment to the
Ejido Minitas, Municipality of Rosamorada, Nayarit;
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c)
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To keep THE LOT in good state and in conditions of exploitation and to comply with the obligations
of control of environmental pollution and safety in the works of the mines. After the first payment pointed out in the Clause Fifth
herein, THE PROSPECTOR shall be responsible for the works performed during the term of the present agreement, except for any claim
or requirement from private individuals or authorities, for works performed prior to the execution of the agreement;
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d)
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To pay timely to THE PROMISOR the considerations set out herein;
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e)
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To allow THE PROMISOR, through its representatives and with previous appointment with THE PROSPECTOR,
to inspect at all times THE LOT and the works developed or being developed there, without this visit interferes in any way in the
good development of the works of exploration and exploitation, announcing their visit with 10 working days in advance and during
the same shall follow the safety rules set out by THE PROSPECTOR; likewise shall respect the confidentiality of all type of information
to which it has access;
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f)
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If in a given moment THE PROSPECTOR develops any direct mining work and economically affordable
mineral is obtained, this may use the mineral with commercial purposes, respecting that contained in the Clause Second of the present
agreement; and
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g)
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In the event of termination of the present agreement without exercising its purchase option of
the rights deriving from the mining concession existent upon THE LOT, deliver to THE PROMISOR, within 60 (sixty) days following
the date of termination, all the information it may have gathered on the lot, a report of the works developed and the amount of
the actual investment, as well as to remove all its equipment, machinery and any mineral located in the patio of THE LOT, leaving
the mining works made at THE LOT in benefit of THE PROMISOR.
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If, in any moment, during the term of the
present agreement THE PROSPECTOR had not fulfilled the material obligations under this, especially the aforementioned in the present
Clause, THE PROMISOR shall be entitled to terminate this agreement within the terms of the following Clause ELEVENTH, regardless
of its power to request the payment of damages.
TENTH. Conventional Penalties.
In the event of non-compliance by THE PROMISOR with any of the obligations object of the present agreement, and such default precludes
THE PROSPECTOR to explore and to exploit THE LOT, this may request THE PROMISOR, to pay an amount to be considered as conventional
penalty corresponding to US$25,000.00 dollars (twenty-five thousand dollars 00/100 legal currency of the United States of America),
for every 30 calendar days during which the default subsists, being calculated in a proportional way when the default is remedied
in a shorter time; being THE PROSPECTOR entitled to terminate the agreement when it deems it necessary, as well as to request the
payment of possible damages. The payment of the present conventional penalty shall not apply when the activities of exploration
and exploitation are suspended by causes unaware to THE PROMISOR or arising from fortuitous event or force majeure.
On the other hand, in the event of non-compliance
by THE PROSPECTOR with of any of its obligations object of the present instrument and, once having given enough time to remedy
it, the default subsists and bears affectation or loss of ownership of the rights deriving from the mining concession and/or temporary
occupation rights upon THE LOT, THE PROMISOR shall be entitled to request THE PROSPECTOR, the payment of damages resulting, including
default interests at the rate of 17% (seventeen percent) annual, upon payment obligations to third parties, that THE PROSPECTOR
has failed to fulfil.
Also, in the event that THE PROSPECTOR
terminates the present agreement prior to the two-year term, THE PROSPECTOR shall be liable to pay to THE PROMISOR, the 5% (five
percent) of the revenues generated by the commercialization of the mineral obtained from the works of exploitation object of this
instrument.
ELEVENTH. Default.
The default
of any of the Parties to the obligations hereunder, shall entitle the affected Party to request the immediate remedy of the obligations
in default, by written notification. If once elapsed 60 (sixty) days from the Party’s receipt of the notice, the necessary
measures to remedy the default have not been taken, the affected Party may, at its option, enforce its mandatory execution by judicial
means or, terminate the present agreement immediately, being able in both cases to request the payment of damages.
TWELFTH. No Assignment.
The
present agreement is entered into between THE PROMISOR and THE PROSPECTOR, so the Parties may not assign their rights and obligations
without the prior written consent of the other Party.
THE PROSPECTOR may associate with or use
any third party to perform the works of exploration and exploitation at THE LOT, without the necessary prior consent of THE PROMISOR.
THIRTEENTH. Full Agreement Between
the Parties.
The present agreement reflects the full agreement between the Parties regarding its object; therefore this
supersedes and renders void any other agreement, contract or arrangement previously entered into between the Parties, for the same
purpose.
The present agreement is binding on all
its terms and conditions to the heirs, assignees and successors of the Parties.
Once the present agreement is executed
by THE PROMISOR and THE PROSPECTOR and previous to the delivery of the first consideration indicated in the Clause Fifth, the Parties
agree to convert the agreement to Public Deed and to inscribe it in the Public Registry of Mining, in accordance with the provisions
of the Mining Law and its Regulation.
FOURTEENTH. Appointment of Delegates.
For the purpose of converting the present agreement to Public Deed, the Parties agree to designate the Atty. Mercedes Cadena Dávalos,
to go before the Notary Public of her choice and make the necessary arrangements for notarization of this agreement, previous to
its inscription in the Public Registry of Mining.
FIFTEENTH. Notifications.
All the notices and notifications between the Parties according to the present agreement shall be written with acknowledgement
of receipt, in the understanding that, when a Party wishes to leave satisfactory proof of having given notification, this shall
be given before Notary Public.
For the purposes of the present agreement,
the Parties establish their domiciles as follows:
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THE PROMISOR
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THE PROSPECTOR
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Ingenieros Mineros, S.A. de C.V.
Paseo del Campestre #107
Campestre La Rosita
Torreón Coahuila
C.P. 27250
E-Mail:
ricardomt53@gmail.com
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Minerales Vane 2, S.A. de C.V.
Humboldt #121
Colonia Del Valle
C.P. 78200 San Luis Potosí, S.L.P.
E-Mail:
pierce.carson@gmail.com
mercedes.cadena@bdlg.mx
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Any change in the previously aforementioned domiciles shall
be notified by each Party to the other when this happens, with at least 5 working days of anticipation.
SIXTEENTH. Applicable Law and Jurisdiction.
For all expressly provided herein, the Parties submit to the legal provisions applicable in Mexico City, especially those concerning
the Mining Law, its Regulation, the Federal Duties Law, the Code of Commerce and the Civil Code for Mexico City, waiving to the
jurisdiction of any other tribunal or court to which they may be entitled by reason of their present or future domiciles.
The present agreement is signed in quadrupled in Mexico City
on May seventeen of the year two thousand eighteen.
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THE PROMISOR
Ingenieros Mineros, S.A. de C.V.
/s/ J. Jesús Ricardo Moreno Trousselle
J. Jesús Ricardo Moreno Trousselle
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THE PROSPECTOR
Minerales Vane 2, S.A. de C.V.
/s/ José Mario de la Garza Marroquín
José Mario de la Garza Marroquín
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EXHIBIT A
THE PROMISOR commits to deliver THE PROSPECTOR,
the following documentation, granting the necessary time for their review and approval, prior to the first payment for awarding
the Agreement for exploration, Exploitation, Unilateral sales promise and Transfer of Temporary Occupation rights, entered into
by both Parties.
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1.
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Certified copy of the mining concession granted in favor of THE PROMISOR;
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2.
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Statement of inscription at the Public Registry of Mining of the concession granted in favor of
THE PROMISOR, indicating the rights conferred through this, as well as the freedom from encumbrance and/or any other type of affectation;
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3.
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Certified copy of the letter 11792 file 323.0/175, issued on August 14, 1989 by the General Direction
of Mining, in which the opinion of the Secretariat of the Land Reform, General Direction of Agrarian Development is requested.
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4.
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Certified copy of the letter 13006 file 323.0/175, issued September 12, 1989 by the General Direction
of Mining, in which requires Ingenieros Mineros, S.A. de C.V., to pay the compensation for affectation of lands, in favor of the
Ejido Minitas.
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5.
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Certified copy of the letter 15081 file 323.0/175, issued on October 26, 1989 by the General Direction
of Mining, which has attached the resolution authorizing the temporary occupation of lands belonging to the Ejido Minitas, Municipality
of Rosamorada, State of Nayarit.
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6.
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Certified copy of the writing dated March 3 of 2018, issued by the Commissariat of the Ejido Minitas,
Municipality of Rosamorada, Nayarit, which confirms and determines that THE PROMISOR and THE PROSPECTOR may start their works of
exploration and exploitation.
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In addition to the delivery and review of the previous documentation,
the Parties commit to carry out the activities necessary to converting the Agreement to Public Deed and its inscription in the
Public Registry of Mining.
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THE PROMISOR
Ingenieros Mineros, S.A. de C.V.
_________________________
J. Jesús Ricardo Moreno Trousselle
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THE PROSPECTOR
Minerales Vane 2, S.A. de C.V.
_________________________
José Mario de la Garza Marroquín
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Exhibit 10.2
AMENDMENT AGREEMENT TO THE AGREEMENT FOR
THE EXPLORATION, EXPLOITATION, UNILATERAL SALES PROMISE AND TRANSFER OF TEMPORARY OCCUPATION RIGHTS, BETWEEN
INGENIEROS MINEROS,
S.A. DE C.V.
REPRESENTED IN THIS ACT BY ITS REPRESENTATIVE J. JESÚS RICARDO MORENO TROUSSELLE (HEREINAFTER REFERRED
TO AS
“THE PROMISOR”
) AND, ON THE OTHER PART,
MINERALES VANE 2, S.A. DE C.V.
REPRESENTED IN THIS ACT
BY ITS REPRESENTATIVE MR. JOSÉ MARIO DE LA GARZA MARROQUÍN, (HEREINAFTER REFERRED TO AS
“THE PROSPECTOR”
),
ACCORDING TO THE FOLLOWING RECITALS AND CLAUSES
BACKGROUND
FIRST. –
On May 17, 2018,
THE PROMISOR
and
THE PROSPECTOR
executed an agreement for the exploration, exploitation, unilateral sales promise
and transfer of temporary occupation rights (the “Agreement”), by virtue of which
THE PROMISOR
grants
THE
PROSPECTOR
the exclusive right to explore and to exploit the mining lot “El Dorado” during the two-year term in
exchange for biannual considerations.
SECOND. –
In order to comply
with the effective fiscal legislation, later to the signature of the Agreement, the parties agreed to make the modifications listed
below.
R E C I T A L S
II.-
THE PROMISOR
represents through its representative:
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a)
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That it is a legal entity, duly incorporated under the Mexican laws.
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b)
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That its representative has sufficient powers for the execution of the present agreement.
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c)
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That it is their will to execute the present agreement, with the intention of modifying
THE AGREEMENT
celebrated with
THE PROSPECTOR
.
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III.-
THE PROSPECTOR
represents
through its representative:
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a)
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That it is a legal entity, duly incorporated under the Mexican laws.
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b)
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That its representative has sufficient powers for the execution of the present agreement.
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c)
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That it is their will to execute the present agreement, with the intention of modifying
THE AGREEMENT
celebrated with
THE PROMISOR
.
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C L A U S E S
FIRST. –
Subject to the terms
and conditions foreseen in the present Agreement and for being in the interests of the parties, these agree to modify the Clause
Third, first paragraph, of the
AGREEMENT
, in order to make clear that related to the sale price, to remain in the following
terms:
“THIRD. Unilateral Sales Promise.
THE PROMISOR unilaterally promises to sell to THE PROSPECTOR or to the natural or legal person this designates, if this wishes
to acquire them during the term of the present agreement, the rights deriving from the mining concession existent upon THE LOT,
for a total sale price corresponding to the total amount of the biannual considerations referred to in the Clause Fifth of the
present agreement that to date on which THE PROSPECTOR manifests its will to acquire the rights, remain unpaid. Such payment will
be made in the terms and conditions set out herein.”
SECOND. –
Subject to the terms
and conditions foreseen in the present Agreement and for being in the interests of the parties, these agree to modify the Clause
Fifth, of the
AGREEMENT
, in order to make clear that related to the payment of considerations, to remain in the following
terms:
“FIFTH. Considerations for
Awarding the Present Agreement and Advance Payments on Account of the Price
. As the use of the exploration and exploitation
rights of the mining concession existent upon THE LOT is accrued, THE PROSPECTOR shall pay to THE PROMISOR, the following amounts:
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a)
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On the date
of signature of the present agreement, the following amount will be paid
(hereinafter referred to as “First Payment”):
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USD $50,000.00
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b)
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6 months after the delivery of first
payment, the amount of:
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USD $70,000.00
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c)
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12 months after the delivery of
first payment, the amount of:
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USD $130,000.00
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d)
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18 months after the delivery of
first payment, the amount of:
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USD $220,000.00
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e)
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24 months after the delivery of
first payment, the amount of:
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USD $330,000.00
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All the biannual payments referred to
in the present Clause shall be made by THE PROSPECTOR to THE PROMISOR within the dates indicated in the preceding paragraph, and
will be made by means of banking deposit to the bank account specified by THE PROMISOR by written notification. Payments will proceed
once THE PROSPECTOR has received and has in its power the corresponding invoice, which shall be sent prior to maturity of each
payment, 30 days before the end of each semester. THE PROMISOR shall deliver the invoices that fulfill all the corresponding legal
requirements. If the invoices were delivered beyond the agreed term or are not in compliance with the tax requirements, the payment
date may be deferred for the number of days that the default of THE PROMISOR subsisted.
In the event THE PROSPECTOR exercises
the purchase option referred to in the Clause Third, this shall pay the biannual payments referred in the present clause that remain
unpaid in the date in which it wishes to purchase. Once having exercised the purchase and having paid the sales price, THE PROMISOR
shall grant, within 60 calendar days, the deed which attests the sale and purchase of the rights corresponding to the mining concession
existent upon THE LOT, before the notary chosen by mutual consent by THE PROSPECTOR and THE PROMISOR, and THE PROSPECTOR shall
bear the costs arisen from granting this deed.
All the payments referred to in the present agreement, will
be assessed with the corresponding Value Added Tax.
Finally, in the event that, at any time
THE PROSPECTOR decides not to exercise its purchase option and terminate the present agreement, all the amounts paid to THE PROMISOR
shall be for its benefit, and THE PROSPECTOR may not be entitled to seek reimbursement from THE PROMISOR, in the understanding
that the payment of the period in which manifested the decision of not going ahead with the purchase option shall be calculated
proportional to the time elapsed, according to the payment schedule set out in the Clause Fifth herein.”
THIRD. –
The parties agree that
the present agreement, does not constitute novation to the
AGREEMENT
, therefore the remaining dispositions that have not
been partial or permanently amended according to this Amending Agreement remain valid and in force.
FOURTH. –
The present agreement
shall be governed and construed in accordance with the legislation of Mexico City.
All the disputes arising from this agreement
will be submitted to the jurisdiction of the competent Courts of Mexico City with express waiver by the parties to any other jurisdiction
that could correspond to them in reason of their current or future domiciles.
The Parties involved declare that in the
drafting and signature of this document there are no flaws that could invalidate it and they also agree with all and each one of
the Clauses contained herein, in witness whereof they sign it in three (3) copies, each one of which shall be considered an original,
and those which, as a whole, shall constitute one and the same document, on July 20 of the year 2018.
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THE PROMISOR
Ingenieros Mineros, S.A. de C.V.
/s/ J. Jesús Ricardo Moreno Trousselle
J. Jesús Ricardo Moreno Trousselle
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THE PROSPECTOR
Minerales Vane 2, S.A. de C.V.
/s/José Mario De La Garza Marroquín
José Mario De La Garza Marroquín
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Exhibit 99.1
Magellan Acquires El Dorado Gold-Silver
Property, Nayarit State, Mexico
Early Production Targeted with Ore
to be Processed at the Company’s SDA Mill
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FOR IMMEDIATE RELEASE
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August 13, 2018
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Reno, Nevada – Magellan Gold Corporation
(OTCQB: MAGE) (
“
Magellan
” or “the
Company
”) announced it has entered into an agreement
giving it the right to acquire the El Dorado Gold-Silver Property, a 50 hectare mining concession located near the village of Las
Minitas, which lies 50 kilometers south of Magellan’s SDA Flotation Plant at Acaponeta, Nayarit State. Magellan intends to
advance El Dorado towards production as a matter of priority. The Company has initiated permitting and is in the process of selecting
an underground mining contractor. The project has excellent road and rail infrastructure, and the Company plans to truck the ore
from El Dorado to the SDA Plant for processing. El Dorado is situated within a district of epithermal vein systems from which historic
mining produced high grades.
“Drilled resources at El Dorado appear
to represent a readily available source of feed for our SDA Mill”, said Pierce Carson, Magellan’s CEO. “If confirmed
these resources could supply ore to the mill for approximately five years at a mining rate of 100 tonnes per day. In addition,
the geology is prospective for extensions of mineralization and for new discoveries.
“Acquisition of El Dorado is a key
step in our strategy of initiating and then increasing production through the mill”, Carson continued. “To achieve
these objectives, we are considering all financing options, including joint development with a suitable partner.”
Commencement of mining will depend on a
number of preconditions, the most important of which include obtaining environmental and blasting permits, selecting and mobilizing
a mining contractor and procuring financing. An access and land use agreement with the local ejido already is in place. Once development
begins, ore will be accessible with a minimal amount of underground development. Ore will be sourced initially from the shallow,
upper portions of the mineralized veins.
Drilling on the El Dorado vein system was
conducted by a TSX.V-listed company in 2010-2011 and comprised 28 diamond core holes totaling 4,950 meters. Two veins appear to
offer particular promise for mining, namely the Hundido and Intermedia veins. These veins lie adjacent to and along strike from
the old Hundido Mine, which from 1900-1927 produced an estimated 50,000 tonnes of high-grade gold-silver ore. The veins are steeply-dipping,
highly silicified structures cutting volcanic rocks. Polygonal resource calculations for the two veins, based on intersections
in 10 core holes and after applying a 25% tonnage deduction for dilution and recovery factors, yielded respectively 89,000 tonnes
grading 7.01 g/t gold equivalent (Au+Ag) over a true width of 2.3 meters (Hundido Vein); and 91,000 tonnes grading 15.17 g/t gold
equivalent (Au+Ag) over a true width of 8.3 meters (Intermedia Vein). These resources are non-NI43-101 compliant. The mineralization
extends from near surface to a drilled depth of 150 meters and is open at greater depth.
The El Dorado vein system can be traced
on the surface for a distance greater than three kilometers and exhibits structural complexity with numerous conjugate vein splits
both in the hangingwall and footwall. This complex structure hosts multiple mineralized zones including high-grade veins potentially
minable underground, and lower-grade open-pittable stockwork zones that are observed to extend over tens of meters in width in
both the hangingwall and footwall of the El Dorado vein system.
Magellan has concluded an agreement with
Ingenieros Mineros, S.A. de C.V., the owner of the El Dorado mining concession giving the Company the right to acquire the concession
by making staged six-monthly option payments over two years towards an end purchase price of $800,000 (plus 16% IVA). No royalties
are payable. Magellan has the right to begin production during the term of the agreement. The Company has made the initial option
payment of $50,000 (plus 16% IVA). In addition, Magellan has agreed with a TSX.V-listed company to purchase a comprehensive El
Dorado data package including diamond drill core and technical information for a price of $120,000, payable in cash and Magellan
common stock.
About Magellan Gold Corporation
Magellan Gold Corporation (OTCQB: MAGE)
is a US public enterprise focused on the exploration and development of precious metals. In November 2017 Magellan completed the
purchase of the SDA Mill in the State of Nayarit, Mexico. Magellan also owns an advanced silver exploration property located in
Arizona.
The SDA Mill is a fully operational
flotation plant that also includes a precious metals leach circuit and associated assets, licenses and agreements. The mill has
the capacity to process ore at a rate of up to 200 tons per day. The mill has a ten-year operating history. Historically its operation
has been based on sales of flotation concentrates to smelters, and payment for precious metals content. The mill lies within the
rich Sierra Madre Occidental mineralized belt, which historically has yielded millions of ounces of precious metals and offers
multiple high-grade gold and silver epithermal vein opportunities.
The Company’s 100% owned Silver District
Property in southwest Arizona comprises over 2,000 acres covering the heart of the historic Silver District. The property contains
a near-surface historical drilled resource of 16 million ounces of silver and exhibits exploration promise for significant expansion.
To learn more about Magellan Gold Corporation, visit
www.magellangoldcorp.com
.
Cautionary Statement
The United States Securities and Exchange
Commission permits mining companies, in their filings with the SEC, to disclose only those mineral deposits that a company can
legally extract or produce. Under SEC Industry Guide 7 standards, a “final” or “bankable” feasibility study
is required to report reserves. Currently we have not delineated “reserves” on any of our properties. We cannot be
certain that any deposits at our properties will ever be confirmed or converted into SEC Industry Guide 7 compliant "reserves."
Investors are cautioned not to assume that all or any part of any “resource” estimates will ever be confirmed or converted
into reserves or that they can be economically or legally extracted.
Forward Looking Statements
This release contains “forward-looking
statements.” Such statements are based on good faith assumptions that Magellan Gold Corporation believes are reasonable but
which are subject to a wide range of uncertainties and business risks that could cause actual results to differ materially from
future results expressed, projected or implied by such forward-looking statements. Factors that could cause actual results to differ
from those anticipated are discussed in Magellan Gold Corporation’s periodic filings with the Securities and Exchange Commission.
Contacts:
Magellan Gold Corporation
Pierce Carson: (505) 463-9223
John Power: (707) 884-3766
Peter Nesveda (INT IR): +61 4 1235 7375