THIS DEED made the 4th day of March, 2007.
Exhibit
10.3 Deed between EGM
Resources Inc. and Vista Dorada Corp.
THIS
DEED
made the
4th
day of
March, 2007.
BETWEEN: VISTA
DORADA CORP.
a
company having its registered office at Reno, Nevada (hereinafter together
with
its successors and assigns referred to as “the Assignee” of the first
part)
AND: EGM
RESOURCES INC.
a
limited liability company having its registered office at Suva in the Republic
of Fiji Islands (which together with its successors and assigns is hereinafter
referred to as “the Assignor”) of the third part.
WHEREAS:
A. THE
Assignor
and the Assignee entered into an Assignment Agreement dated the 4th
day of
March, 2007 (hereinafter referred to as “the Assignment Agreement”) whereby the
Assignor agree to assign to the Assignee Mining Tenement 1283, Mocambo Gold
Claim, in the Republic of Fiji Islands (hereinafter referred to as “Claim”) upon
the terms and conditions contained in the Assignment Agreement.
B. THE Assignor
has now agreed to assign its interest under the said Assignment Agreement to
the
Assignee and the Assignor has agreed to the assignment upon the terms and
conditions contained herein.
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NOW
THERFOR THIS DEED WITNESSETH AS FOLLOWS:-
1. THE
Assignor
HEREBY
ASSIGNS
all his
rights title and interest in the Assignment Agreement to the Assignee which
hereby agree to take the assignment of the same from the 4th
day of
March, 2007. The Assignor hereby consents to this agreement.
2. THE
Assignee
hereby agrees to be bound by all the terms and conditions of the Assignment
Agreement and hereby covenants with the Assignor to observe the
same.
3. THE
Assignee
hereby also agrees with the Assignor as follows:-
(i) that
the
sum of $5,000.00
(Five
Thousand) in United States lawful currency be given to the Assignor by the
Assignee as consideration for the Assignment of Mining Tenement
1283.
4. UPON
receipt
by the Assignor of the consideration it referred to in clause 3(i) above the
Assignor shall thereafter release the Assignee from all further obligations
under the Assignment Agreement.
5. THE
parties
covenant with each other to do all such acts matters and things and take all
necessary steps as may be necessary and/or requisite for the purpose of carrying
into effect the matters set out herein.
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6. IN
the
event that any provisions of this Deed or its application to any person or
circumstances is or is found to be invalid or unenforceable the invalidity
of
unenforceability of such provisions shall not affect the validity or
enforceability of the other provisions of this Deed or the application of such
other provisions to any person or circumstances which other provisions shall
remain in full force and effect.
7. THIS
Deed
shall not be changed or modified in any way subsequent to its execution except
in writing signed by the parties.
8. THIS
Deed
forms the whole of the agreement between the parties respecting the subject
matter hereto and no representation, warranty or statement not included or
specifically provided for herein shall form part of the Deed between the
parties.
9. THIS
Deed
shall be governed and construed exclusively by the Laws of Fiji where the said
properties are situated and the parties hereto agree that only the Courts of
the
Law in Fiji shall have jurisdiction to entertain any action in respect of this
Deed and on matters flowing from this Deed.
10. THE cost
of
this Deed shall be paid by the Assignee.
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IN
WITNESS WHEREOF
the
parties of these presents have hereunto set their hands the day and year first
hereinbefore written:
as
per
its authorized signatory:
▇▇▇▇▇
SOO
______________________________
______________________________
▇▇▇▇▇
SOO
PRESIDENT
______________________________ ______________________________
WITNESS WITNESS
EGM
RESOURCES INC.
as
per
its authorized signatories.
▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇
______________________________ ______________________________
▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇
PRESIDENT SECRETARY
______________________________ ______________________________
WITNESS WITNESS
DATED
THIS DAY OF MARCH, 2007
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